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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. 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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. <> 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 .", "probability": 7.962862353179844e-05 }, { "score": 2.883820056915283, "text": "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.", "probability": 7.49989274932672e-05 }, { "score": 2.8341426849365234, "text": "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. 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In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 7.097618397090303e-05 }, { "score": 2.1712770462036133, "text": "23. The Contract is valid for 5 years, beginning from and ended on .", "probability": 6.503620961293312e-05 }, { "score": 1.0348632335662842, "text": "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. 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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.", "probability": 1.675816276776427e-05 }, { "score": 0.7206683158874512, "text": "The", "probability": 1.5246278728016576e-05 }, { "score": 0.6754412651062012, "text": "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.", "probability": 1.4572095090095581e-05 }, { "score": 0.5154745578765869, "text": "5 years, beginning from and ended on .", "probability": 1.2417933743784775e-05 }, { "score": 0.4388895034790039, "text": "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:", "probability": 1.150241074077738e-05 }, { "score": 0.4041614532470703, "text": "In case the accident lasts for more than 10 weeks", "probability": 1.1109811011056453e-05 }, { "score": 0.3942131996154785, "text": "The Contract is valid for 5 years,", "probability": 1.0999835731306497e-05 }, { "score": 0.11863160133361816, "text": "beginning from and ended on .", "probability": 8.350310642684051e-06 }, { "score": -0.0602269172668457, "text": ".", "probability": 6.982731846936947e-06 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Governing Law": [ { "score": 15.623895645141602, "text": "It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.", "probability": 0.5513036285571539 }, { "score": 15.337991714477539, "text": "It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.", "probability": 0.41421359748471126 }, { "text": "", "score": 12.10300064086914, "probability": 0.016303677618338296 }, { "score": 11.463632583618164, "text": "It will be governed by the law of the People's Republic of China", "probability": 0.008602240098147806 }, { "score": 10.109516143798828, "text": "It will be governed by the law of the People's Republic of China ,", "probability": 0.0022208859793155446 }, { "score": 9.789709091186523, "text": "It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods", "probability": 0.001613005410487624 }, { "score": 9.728476524353027, "text": "It will be governed by the law of the People's Republic of China", "probability": 0.001517200084617906 }, { "score": 9.188873291015625, "text": "It will be governed by the law of the People's Republic of China ,", "probability": 0.000884496566952511 }, { "score": 9.146730422973633, "text": "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.", "probability": 0.0008479958689067103 }, { "score": 8.885563850402832, "text": "otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.", "probability": 0.000653086242415989 }, { "score": 8.73320484161377, "text": "It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods", "probability": 0.0005607920631252769 }, { "score": 8.496992111206055, "text": "otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.", "probability": 0.0004428085246930613 }, { "score": 7.970867156982422, "text": "People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.", "probability": 0.00026165124686944487 }, { "score": 7.452846050262451, "text": "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.", "probability": 0.00015586517823544833 }, { "score": 7.259576320648193, "text": "People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.", "probability": 0.00012847337210410611 }, { "score": 6.638798236846924, "text": "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.", "probability": 6.905778225100282e-05 }, { "score": 6.627814769744873, "text": "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.", "probability": 6.83034386092308e-05 }, { "score": 6.575044631958008, "text": ".", "probability": 6.479250759841936e-05 }, { "score": 6.213967800140381, "text": ",otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.", "probability": 4.515554753802737e-05 }, { "score": 6.171693801879883, "text": ".", "probability": 4.328642792844942e-05 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Most Favored Nation": [ { "text": "", "score": 11.887979507446289, "probability": 0.8834215573874715 }, { "score": 9.634639739990234, "text": "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.", "probability": 0.09280149356903049 }, { "score": 7.277076721191406, "text": "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.", "probability": 0.008783717428452055 }, { "score": 7.144331932067871, "text": "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", "probability": 0.007691800768300718 }, { "score": 5.2783589363098145, "text": "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.", "probability": 0.0011902720928918568 }, { "score": 5.076641082763672, "text": "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", "probability": 0.0009728397345357972 }, { "score": 4.912484645843506, "text": "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.", "probability": 0.0008255608049632785 }, { "score": 4.814652919769287, "text": "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.", "probability": 0.0007486197613899206 }, { "score": 4.656011581420898, "text": "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.", "probability": 0.0006387990023411107 }, { "score": 4.5789594650268555, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.0005914266909319078 }, { "score": 4.439155101776123, "text": "During the validity term of this agreement,", "probability": 0.0005142622631530247 }, { "score": 4.105536937713623, "text": "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.", "probability": 0.00036838007248653454 }, { "score": 3.831965684890747, "text": "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.", "probability": 0.00028021129905078684 }, { "score": 3.661923408508301, "text": "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.", "probability": 0.00023639442010974778 }, { "score": 3.610515594482422, "text": "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.", "probability": 0.0002245489823635053 }, { "score": 3.346412181854248, "text": "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", "probability": 0.0001724298444665916 }, { "score": 3.1695075035095215, "text": "The", "probability": 0.0001444720085972234 }, { "score": 3.1627607345581055, "text": "During the validity term of this agreement,", "probability": 0.00014350057005586313 }, { "score": 3.042587995529175, "text": "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.", "probability": 0.00012725160504579655 }, { "score": 3.0042200088500977, "text": "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.", "probability": 0.00012246169436199868 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Compete": [ { "text": "", "score": 11.722077369689941, "probability": 0.9999644208990407 }, { "score": 0.7559479475021362, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 1.7276471657548655e-05 }, { "score": -0.8787243962287903, "text": "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.", "probability": 3.3691928736527826e-06 }, { "score": -1.0246165990829468, "text": "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", "probability": 2.9118278450953047e-06 }, { "score": -1.2826251983642578, "text": "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.", "probability": 2.249644964423746e-06 }, { "score": -1.3361525535583496, "text": "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.", "probability": 2.1323934940907977e-06 }, { "score": -1.71712064743042, "text": "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.", "probability": 1.4568505688512497e-06 }, { "score": -2.0484135150909424, "text": "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.", "probability": 1.0460112213460491e-06 }, { "score": -2.303419828414917, "text": "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.", "probability": 8.105662350900746e-07 }, { "score": -2.621791362762451, "text": "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.", "probability": 5.895511736404175e-07 }, { "score": -2.675318717956543, "text": "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.", "probability": 5.588237730776531e-07 }, { "score": -2.744063138961792, "text": "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", "probability": 5.216984550046514e-07 }, { "score": -2.7970926761627197, "text": "Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.", "probability": 4.947537734118667e-07 }, { "score": -2.917297601699829, "text": "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.", "probability": 4.387173191871596e-07 }, { "score": -2.970824956893921, "text": "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.", "probability": 4.1585137742803394e-07 }, { "score": -2.9825475215911865, "text": "In", "probability": 4.1100499427018543e-07 }, { "score": -3.3211209774017334, "text": "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.", "probability": 2.929587781234055e-07 }, { "score": -3.635488986968994, "text": "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.", "probability": 2.1393321792615457e-07 }, { "score": -3.7071127891540527, "text": "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", "probability": 1.9914637326076476e-07 }, { "score": -3.7556939125061035, "text": "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.", "probability": 1.8970286412654127e-07 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Exclusivity": [ { "text": "", "score": 12.065240859985352, "probability": 0.9996271923788421 }, { "score": 3.423398733139038, "text": "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.", "probability": 0.00017649553065535498 }, { "score": 2.7884232997894287, "text": "During the validity term of this agreement,", "probability": 9.353354300134017e-05 }, { "score": 2.4437577724456787, "text": "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.", "probability": 6.626451884898183e-05 }, { "score": 0.6922533512115479, "text": "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\"),", "probability": 1.1497736294763373e-05 }, { "score": -0.10611259937286377, "text": "During the validity term of this agreement,", "probability": 5.174714773884325e-06 }, { "score": -0.2873876094818115, "text": "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\"),", "probability": 4.316777657745488e-06 }, { "score": -0.7422881126403809, "text": "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", "probability": 2.7390433256430834e-06 }, { "score": -1.0447759628295898, "text": "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", "probability": 2.024091297803117e-06 }, { "score": -1.0520696640014648, "text": "During", "probability": 2.009381888957912e-06 }, { "score": -1.2305405139923096, "text": "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\"),", "probability": 1.6809452884234153e-06 }, { "score": -1.4150018692016602, "text": "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.", "probability": 1.397793541599078e-06 }, { "score": -1.5507392883300781, "text": "During the validity term of this agreement, The", "probability": 1.2203741993780648e-06 }, { "score": -1.7219290733337402, "text": "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", "probability": 1.0283625166388718e-06 }, { "score": -2.024416923522949, "text": "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", "probability": 7.599367273341508e-07 }, { "score": -2.246180772781372, "text": "During the validity term of this agreement, The buyer", "probability": 6.087887497849679e-07 }, { "score": -2.3734796047210693, "text": "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\"),", "probability": 5.360205474381947e-07 }, { "score": -2.3946428298950195, "text": "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.", "probability": 5.24795818570304e-07 }, { "score": -2.428666114807129, "text": "During the validity term of this agreement, The buyer", "probability": 5.072408727863187e-07 }, { "score": -2.46728515625, "text": "During the validity term of this agreement, The buyer entrust", "probability": 4.880251510587465e-07 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.030370712280273, "probability": 0.9956358340518823 }, { "score": 6.154963493347168, "text": "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.", "probability": 0.002795397579918369 }, { "score": 4.697398662567139, "text": "During the validity term of this agreement,", "probability": 0.000650775540915026 }, { "score": 4.461293697357178, "text": "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.", "probability": 0.0005139159991509164 }, { "score": 3.70108699798584, "text": "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\"),", "probability": 0.00024029158585286476 }, { "score": 2.0074172019958496, "text": "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\"),", "probability": 4.4176074029061485e-05 }, { "score": 1.4810543060302734, "text": "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", "probability": 2.6097001821645636e-05 }, { "score": 1.4147388935089111, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 2.4422504492032386e-05 }, { "score": 1.185530185699463, "text": "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", "probability": 1.9419861182498693e-05 }, { "score": 0.5044841766357422, "text": "During", "probability": 9.82814595615083e-06 }, { "score": 0.2084798812866211, "text": "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", "probability": 7.310020003776922e-06 }, { "score": -0.18498563766479492, "text": "During the validity term of this agreement, The", "probability": 4.932177091567459e-06 }, { "score": -0.2126154899597168, "text": "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", "probability": 4.797767180726381e-06 }, { "score": -0.29026472568511963, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 4.439320851102759e-06 }, { "score": -0.5081396102905273, "text": "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", "probability": 3.570217501321351e-06 }, { "score": -0.5773892402648926, "text": "During the validity term of this agreement, The buyer", "probability": 3.3313475396591186e-06 }, { "score": -0.5833412408828735, "text": "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.", "probability": 3.311578248822716e-06 }, { "score": -0.6384401321411133, "text": "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.", "probability": 3.1340496833547394e-06 }, { "score": -0.849570631980896, "text": "to purchase the products specified in this agreement from the seller in the form of orders.", "probability": 2.5375409875974542e-06 }, { "score": -0.8734613656997681, "text": "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.", "probability": 2.477635711366681e-06 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.788921356201172, "probability": 0.9997672047696257 }, { "score": 2.008136034011841, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 5.651422709489073e-05 }, { "score": 1.7835102081298828, "text": "The letter of credit should state that partial shipments are allowed.", "probability": 4.514441563797023e-05 }, { "score": 1.1625568866729736, "text": "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.", "probability": 2.4262046722736044e-05 }, { "score": 0.8308243751525879, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 1.7412367935018047e-05 }, { "score": 0.6498478651046753, "text": "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.", "probability": 1.452983678476117e-05 }, { "score": 0.5790588855743408, "text": "During the validity term of this agreement,", "probability": 1.3536845513962655e-05 }, { "score": -0.05659842491149902, "text": "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.", "probability": 7.168941068549327e-06 }, { "score": -0.11992621421813965, "text": "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.", "probability": 6.729024365802851e-06 }, { "score": -0.13685661554336548, "text": "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.", "probability": 6.616058261857115e-06 }, { "score": -0.1894843578338623, "text": "The letter of credit should state that partial shipments are allowed", "probability": 6.2768735966941735e-06 }, { "score": -0.2869570851325989, "text": "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.", "probability": 5.693922023727891e-06 }, { "score": -0.32316911220550537, "text": "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.", "probability": 5.491422158429063e-06 }, { "score": -0.4789705276489258, "text": "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", "probability": 4.699169785747546e-06 }, { "score": -0.4879796504974365, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 4.657024518862348e-06 }, { "score": -0.6092801094055176, "text": "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", "probability": 4.1250422824548475e-06 }, { "score": -0.8408558368682861, "text": "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.", "probability": 3.272324349223714e-06 }, { "score": -0.9824357032775879, "text": "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.", "probability": 2.840331231420455e-06 }, { "score": -1.3390815258026123, "text": "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.", "probability": 1.988289762959994e-06 }, { "score": -1.4181859493255615, "text": "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.", "probability": 1.8370672792870052e-06 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.146897315979004, "probability": 0.999981234220065 }, { "score": 0.5791631937026978, "text": "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.", "probability": 9.466485033680628e-06 }, { "score": 0.023505687713623047, "text": "During the validity term of this agreement,", "probability": 5.4308744622032446e-06 }, { "score": -1.3469294309616089, "text": "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.", "probability": 1.3794226541447716e-06 }, { "score": -1.77277410030365, "text": "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\"),", "probability": 9.010634300191824e-07 }, { "score": -2.4536244869232178, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 4.561060134310359e-07 }, { "score": -3.304581642150879, "text": "During", "probability": 1.947600158819023e-07 }, { "score": -3.365413188934326, "text": "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", "probability": 1.8326561820363721e-07 }, { "score": -3.698866844177246, "text": "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\"),", "probability": 1.3129975440691423e-07 }, { "score": -3.706134796142578, "text": "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.", "probability": 1.303489335444434e-07 }, { "score": -3.7825865745544434, "text": "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", "probability": 1.2075493731779293e-07 }, { "score": -4.280094146728516, "text": "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.", "probability": 7.342434881111498e-08 }, { "score": -4.631031036376953, "text": "During the validity term of this agreement, The buyer", "probability": 5.1692810948983564e-08 }, { "score": -4.758469104766846, "text": "During the validity term of this agreement, The", "probability": 4.550765939970114e-08 }, { "score": -4.835751533508301, "text": "The agreement and order 2.1 During the validity term of this agreement,", "probability": 4.2123181622234996e-08 }, { "score": -4.898094654083252, "text": "Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.", "probability": 3.957727543641181e-08 }, { "score": -5.0953779220581055, "text": "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.", "probability": 3.249128283684146e-08 }, { "score": -5.1945109367370605, "text": "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.", "probability": 2.942482830939206e-08 }, { "score": -5.209834098815918, "text": "In", "probability": 2.897738378349786e-08 }, { "score": -5.237726211547852, "text": "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.", "probability": 2.8180311024179325e-08 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Disparagement": [ { "text": "", "score": 11.604196548461914, "probability": 0.9997663229869448 }, { "score": 2.592421531677246, "text": "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.", "probability": 0.00012193667308078134 }, { "score": 1.6022511720657349, "text": "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", "probability": 4.530110736113191e-05 }, { "score": 0.7144354581832886, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 1.8643839379935432e-05 }, { "score": 0.6755889654159546, "text": "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", "probability": 1.7933478452227486e-05 }, { "score": 0.28780341148376465, "text": "The rate of penalty is charged at 0.5% for every seven days,", "probability": 1.2168902433141955e-05 }, { "score": -0.8180904388427734, "text": "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.", "probability": 4.026871880900751e-06 }, { "score": -1.2294921875, "text": "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", "probability": 2.668691073817319e-06 }, { "score": -1.4743536710739136, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 2.0890859673238487e-06 }, { "score": -1.7447526454925537, "text": "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.", "probability": 1.594129245678774e-06 }, { "score": -1.8934720754623413, "text": "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.", "probability": 1.3738379269137773e-06 }, { "score": -2.1927990913391113, "text": "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", "probability": 1.0184493381762215e-06 }, { "score": -2.211824893951416, "text": "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.", "probability": 9.9925568836859e-07 }, { "score": -2.3817358016967773, "text": "The", "probability": 8.431119784614819e-07 }, { "score": -2.504088878631592, "text": "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.", "probability": 7.460157447418525e-07 }, { "score": -2.577012062072754, "text": "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.", "probability": 6.935501296124821e-07 }, { "score": -3.011824131011963, "text": "If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.\n\n4\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 4.4899486589866656e-07 }, { "score": -3.1194612979888916, "text": "In", "probability": 4.0317644147788116e-07 }, { "score": -3.12661075592041, "text": "In", "probability": 4.0030422808931337e-07 }, { "score": -3.159022092819214, "text": "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.", "probability": 3.8753783833622415e-07 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Termination For Convenience": [ { "text": "", "score": 11.573060989379883, "probability": 0.6242474864165936 }, { "score": 11.033989906311035, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 0.3641172093515058 }, { "score": 6.3591837882995605, "text": "The Contract is valid for 5 years, beginning from and ended on .", "probability": 0.003396242595326214 }, { "score": 5.825713157653809, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract", "probability": 0.001992119347677475 }, { "score": 5.813253402709961, "text": "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.", "probability": 0.001967452022324457 }, { "score": 5.3169708251953125, "text": "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.", "probability": 0.0011977643031616937 }, { "score": 5.149486064910889, "text": "The Contract is valid for 5 years, beginning from and ended on", "probability": 0.0010130564792123925 }, { "score": 4.595186710357666, "text": "case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 0.0005819752392290186 }, { "score": 4.097084999084473, "text": "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.", "probability": 0.0003536565311946573 }, { "score": 4.070191383361816, "text": "In", "probability": 0.0003442721834761698 }, { "score": 3.1705055236816406, "text": "the Buyers shall have the right to cancel the Contract.", "probability": 0.00014001460181796768 }, { "score": 2.9456429481506348, "text": "In case the accident lasts for more than 10 weeks", "probability": 0.00011181929606633613 }, { "score": 2.733640193939209, "text": "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.", "probability": 9.045761388466572e-05 }, { "score": 2.6994552612304688, "text": "Buyers shall have the right to cancel the Contract.", "probability": 8.741758409286462e-05 }, { "score": 2.676253080368042, "text": "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", "probability": 8.541265480601284e-05 }, { "score": 2.48866605758667, "text": "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", "probability": 7.080341611697096e-05 }, { "score": 2.4544777870178223, "text": "In case the accident lasts for more than 10 weeks,", "probability": 6.842368107155571e-05 }, { "score": 2.1548924446105957, "text": "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", "probability": 5.071053281238218e-05 }, { "score": 2.1084909439086914, "text": "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.", "probability": 4.841124570920501e-05 }, { "score": 1.7924973964691162, "text": "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.", "probability": 3.5294903920448215e-05 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.085040092468262, "probability": 0.9350719801215265 }, { "score": 8.793818473815918, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 0.03479250158126847 }, { "score": 7.40123176574707, "text": "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.", "probability": 0.00864356560710093 }, { "score": 6.7132768630981445, "text": "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.", "probability": 0.004344281058989351 }, { "score": 6.470690727233887, "text": "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.", "probability": 0.003408506249005382 }, { "score": 6.251646995544434, "text": "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.", "probability": 0.00273800735598276 }, { "score": 6.1204400062561035, "text": "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 .", "probability": 0.002401331617713353 }, { "score": 5.847752094268799, "text": "During the validity term of this agreement,", "probability": 0.0018282066473028853 }, { "score": 5.523902416229248, "text": "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.", "probability": 0.0013224496790698588 }, { "score": 5.32110595703125, "text": "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.", "probability": 0.0010797066403965304 }, { "score": 5.18989896774292, "text": "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 .", "probability": 0.000946941828981549 }, { "score": 4.5933613777160645, "text": "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.", "probability": 0.0005214952023273445 }, { "score": 4.551377296447754, "text": "If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.\n\n4\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 0.0005000539503865328 }, { "score": 4.429508686065674, "text": "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.", "probability": 0.0004426800980960055 }, { "score": 4.346473693847656, "text": "The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed .", "probability": 0.00040740687981438695 }, { "score": 4.2983012199401855, "text": "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 .", "probability": 0.000388246294108549 }, { "score": 4.264744281768799, "text": "During the validity term of this agreement,", "probability": 0.0003754341083448768 }, { "score": 4.19180965423584, "text": "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,", "probability": 0.000349026674726404 }, { "score": 3.74993634223938, "text": "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.", "probability": 0.00022436519052226574 }, { "score": 3.7017641067504883, "text": "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.", "probability": 0.00021381321433577703 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Change Of Control": [ { "text": "", "score": 12.233805656433105, "probability": 0.999679368223502 }, { "score": 4.152457237243652, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 0.0003091545938734081 }, { "score": -0.14925485849380493, "text": "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.", "probability": 4.187606626398344e-06 }, { "score": -0.6744112968444824, "text": "In", "probability": 2.476813664750254e-06 }, { "score": -1.1810669898986816, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract", "probability": 1.4922980219387768e-06 }, { "score": -1.5469446182250977, "text": "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.", "probability": 1.0350395102219582e-06 }, { "score": -2.1846461296081543, "text": "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.", "probability": 5.470243777586397e-07 }, { "score": -2.9690725803375244, "text": "case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 2.4965174257289453e-07 }, { "score": -3.080916404724121, "text": "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.", "probability": 2.2323456789553214e-07 }, { "score": -3.2861592769622803, "text": ".", "probability": 1.8181327890564492e-07 }, { "score": -3.2924180030822754, "text": "Buyers shall have the right to cancel the Contract.", "probability": 1.8067891293387817e-07 }, { "score": -3.3218460083007812, "text": "Contract.", "probability": 1.7543936577028937e-07 }, { "score": -3.5185928344726562, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 1.441056430441998e-07 }, { "score": -3.6183834075927734, "text": "During the validity term of this agreement,", "probability": 1.3041948846319533e-07 }, { "score": -3.849687099456787, "text": "the Buyers shall have the right to cancel the Contract.", "probability": 1.0348766199963916e-07 }, { "score": -4.121544361114502, "text": "Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.\n\n4\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 7.885377091793933e-08 }, { "score": -4.172388076782227, "text": "If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.\n\n4\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 7.494476837224301e-08 }, { "score": -4.190831184387207, "text": "cancel the Contract.", "probability": 7.35752221097744e-08 }, { "score": -4.334375381469727, "text": "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.", "probability": 6.373692824356468e-08 }, { "score": -4.420812606811523, "text": ". In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 5.8459072295614145e-08 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Anti-Assignment": [ { "text": "", "score": 12.030672073364258, "probability": 0.9999994250192736 }, { "score": -3.3904471397399902, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 2.007672042160619e-07 }, { "score": -3.9146437644958496, "text": "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.", "probability": 1.188603677732464e-07 }, { "score": -4.538117408752441, "text": "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.", "probability": 6.371855324152481e-08 }, { "score": -4.655001163482666, "text": "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.", "probability": 5.668967101654789e-08 }, { "score": -5.609518527984619, "text": "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.", "probability": 2.182540505155421e-08 }, { "score": -5.981775283813477, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 1.5041573059700797e-08 }, { "score": -6.266809940338135, "text": "During the validity term of this agreement,", "probability": 1.1311085338580657e-08 }, { "score": -6.334155082702637, "text": "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.", "probability": 1.0574422419492033e-08 }, { "score": -6.347832679748535, "text": "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.", "probability": 1.0430774350275138e-08 }, { "score": -6.421232223510742, "text": "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.", "probability": 9.692583108964804e-09 }, { "score": -6.6747260093688965, "text": "The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.\n\n4\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 7.522264171142417e-09 }, { "score": -6.703787326812744, "text": "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.", "probability": 7.3068032176825306e-09 }, { "score": -6.717464923858643, "text": "Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.", "probability": 7.207544068319145e-09 }, { "score": -6.802672386169434, "text": "Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.", "probability": 6.6188444638993405e-09 }, { "score": -6.841054439544678, "text": "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.", "probability": 6.369613221982703e-09 }, { "score": -6.937198638916016, "text": ".", "probability": 5.785730049655285e-09 }, { "score": -7.013314247131348, "text": "If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.\n\n4\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 5.361688485729576e-09 }, { "score": -7.068949222564697, "text": "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.", "probability": 5.071537195545145e-09 }, { "score": -7.118769645690918, "text": "Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.\n\n4\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 4.8250617995718456e-09 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.029102325439453, "probability": 0.8085457535171858 }, { "score": 9.323912620544434, "text": "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.", "probability": 0.05405746044485368 }, { "score": 8.891031265258789, "text": "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.", "probability": 0.03506369300690493 }, { "score": 8.61465835571289, "text": "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.", "probability": 0.02659686358003186 }, { "score": 8.372603416442871, "text": "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.", "probability": 0.02087888495479885 }, { "score": 8.020689010620117, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.014684961651159201 }, { "score": 7.6053571701049805, "text": "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.", "probability": 0.009693854351453141 }, { "score": 7.2526655197143555, "text": "80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1.", "probability": 0.006812781377883761 }, { "score": 7.001753330230713, "text": "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", "probability": 0.005300961784288865 }, { "score": 6.485419273376465, "text": "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.", "probability": 0.0031631052399816086 }, { "score": 6.423803329467773, "text": "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.", "probability": 0.0029740904824340866 }, { "score": 6.124186038970947, "text": "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", "probability": 0.0022041037894162782 }, { "score": 5.847813606262207, "text": "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", "probability": 0.0016718796775075726 }, { "score": 5.836559772491455, "text": "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,", "probability": 0.0016531700962525975 }, { "score": 5.560187339782715, "text": "The rate of penalty is charged at 0.5% for every seven days,", "probability": 0.0012539797357364604 }, { "score": 5.476698875427246, "text": "The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2.", "probability": 0.0011535380884989137 }, { "score": 5.472494125366211, "text": "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.", "probability": 0.0011486979321059664 }, { "score": 5.429035186767578, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.0010998459553042616 }, { "score": 5.394684314727783, "text": "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", "probability": 0.0010627068203549529 }, { "score": 5.313323020935059, "text": "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", "probability": 0.0009796675138475377 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Price Restrictions": [ { "score": 12.990857124328613, "text": "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.", "probability": 0.22091532238594944 }, { "score": 12.699066162109375, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.1650071009855482 }, { "score": 12.590994834899902, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.1481043632039189 }, { "score": 12.428397178649902, "text": "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.", "probability": 0.12587879830426413 }, { "score": 12.373138427734375, "text": "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.", "probability": 0.11911158881683627 }, { "score": 11.841293334960938, "text": "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.", "probability": 0.06998043353882284 }, { "text": "", "score": 11.733739852905273, "probability": 0.0628444232533234 }, { "score": 10.212848663330078, "text": "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", "probability": 0.013732578608304931 }, { "score": 9.980561256408691, "text": "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", "probability": 0.010886065790152428 }, { "score": 9.951438903808594, "text": "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", "probability": 0.01057360975402737 }, { "score": 9.730628967285156, "text": "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.", "probability": 0.00847865063936771 }, { "score": 9.595129013061523, "text": "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", "probability": 0.007404229272048761 }, { "score": 9.564644813537598, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery", "probability": 0.007181922900745566 }, { "score": 9.438838958740234, "text": "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.", "probability": 0.0063329192442974636 }, { "score": 9.39345645904541, "text": "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", "probability": 0.0060519395423986565 }, { "score": 9.364334106445312, "text": "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", "probability": 0.005878234452172492 }, { "score": 8.988916397094727, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery", "probability": 0.004038360303980033 }, { "score": 8.746891021728516, "text": "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.", "probability": 0.0031702592563093088 }, { "score": 8.491715431213379, "text": "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,", "probability": 0.002456254867602524 }, { "score": 8.272604942321777, "text": "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,", "probability": 0.0019729448799295965 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Minimum Commitment": [ { "text": "", "score": 12.02305793762207, "probability": 0.8088317302214579 }, { "score": 9.933202743530273, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.10005656780256078 }, { "score": 9.112737655639648, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.044047588936613945 }, { "score": 8.310465812683105, "text": "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.", "probability": 0.019746944553579532 }, { "score": 7.785550117492676, "text": "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", "probability": 0.011682395821165079 }, { "score": 6.664377689361572, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 0.003807263348850423 }, { "score": 6.3511810302734375, "text": "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", "probability": 0.002783513533910752 }, { "score": 6.022220611572266, "text": "The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2.", "probability": 0.002003215364996648 }, { "score": 5.949004173278809, "text": "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.", "probability": 0.0018617876602659725 }, { "score": 5.165478706359863, "text": "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.", "probability": 0.0008504511266172241 }, { "score": 5.086312294006348, "text": "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.", "probability": 0.0007857200303840542 }, { "score": 4.961299896240234, "text": "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.", "probability": 0.0006933868966107432 }, { "score": 4.806548595428467, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery", "probability": 0.000593974764800009 }, { "score": 4.582040786743164, "text": "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,", "probability": 0.00047453198627998524 }, { "score": 4.573177337646484, "text": "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", "probability": 0.00047034458101531684 }, { "score": 4.3537397384643555, "text": "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.", "probability": 0.00037767271150967904 }, { "score": 4.28397274017334, "text": "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.", "probability": 0.00035222176087068986 }, { "score": 3.759124279022217, "text": "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", "probability": 0.00020839024891560167 }, { "score": 3.66890025138855, "text": "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", "probability": 0.0001904116849326202 }, { "score": 3.6230971813201904, "text": "The", "probability": 0.00018188696466292324 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Volume Restriction": [ { "score": 13.365656852722168, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.47832525620733474 }, { "score": 12.774709701538086, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.26489772344414636 }, { "text": "", "score": 12.003778457641602, "probability": 0.1225369427910189 }, { "score": 11.28114128112793, "text": "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.", "probability": 0.05948804582196272 }, { "score": 10.413923263549805, "text": "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.", "probability": 0.024992039751699655 }, { "score": 9.76377010345459, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery", "probability": 0.013044990679991009 }, { "score": 9.662137031555176, "text": "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.", "probability": 0.011784335295841504 }, { "score": 9.327723503112793, "text": "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", "probability": 0.008434729137925463 }, { "score": 8.749435424804688, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery", "probability": 0.004730682696977674 }, { "score": 8.358409881591797, "text": "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", "probability": 0.003199658170160481 }, { "score": 7.790630340576172, "text": "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,", "probability": 0.0018135104485439513 }, { "score": 7.708718776702881, "text": "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", "probability": 0.001670884083029106 }, { "score": 7.44991397857666, "text": "Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately).", "probability": 0.0012898785662591925 }, { "score": 7.04100227355957, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 0.000856960351492612 }, { "score": 6.812036514282227, "text": "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", "probability": 0.0006815883573029853 }, { "score": 6.739405155181885, "text": "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", "probability": 0.0006338387184973794 }, { "score": 6.514467239379883, "text": "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,", "probability": 0.0005061619204792397 }, { "score": 6.403717041015625, "text": "Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately).", "probability": 0.0004530970861268247 }, { "score": 6.17162561416626, "text": "The rate of penalty is charged at 0.5% for every seven days,", "probability": 0.0003592487314446635 }, { "score": 5.9928178787231445, "text": "(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).", "probability": 0.0003004277397656474 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.164584159851074, "probability": 0.9999925716588197 }, { "score": -0.10312241315841675, "text": "And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau.", "probability": 4.701100153728295e-06 }, { "score": -1.790895938873291, "text": "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.", "probability": 8.693782577068631e-07 }, { "score": -2.3543126583099365, "text": "And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau", "probability": 4.949029043087768e-07 }, { "score": -3.1877493858337402, "text": "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.", "probability": 2.1506167831983045e-07 }, { "score": -3.5464744567871094, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 1.5023485834626398e-07 }, { "score": -3.6477091312408447, "text": "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.", "probability": 1.357703855701769e-07 }, { "score": -3.7590973377227783, "text": "During the validity term of this agreement,", "probability": 1.2145901867206753e-07 }, { "score": -3.9162607192993164, "text": "the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau.", "probability": 1.0379455673531613e-07 }, { "score": -4.042086124420166, "text": "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", "probability": 9.152280025052696e-08 }, { "score": -4.143438339233398, "text": "IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau.", "probability": 8.27013486382297e-08 }, { "score": -4.196156024932861, "text": "2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.\n\n1\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau.", "probability": 7.845445174132533e-08 }, { "score": -4.503999710083008, "text": "Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.\n\n1\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau.", "probability": 5.766639175958955e-08 }, { "score": -4.52256965637207, "text": "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.", "probability": 5.660541162311811e-08 }, { "score": -4.628979682922363, "text": "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.", "probability": 5.0891431311732044e-08 }, { "score": -4.717179298400879, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 4.659507972821677e-08 }, { "score": -4.748291015625, "text": "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.", "probability": 4.516774532503466e-08 }, { "score": -4.750868797302246, "text": "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.", "probability": 4.505146267876184e-08 }, { "score": -4.816904067993164, "text": "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.", "probability": 4.2172577212902734e-08 }, { "score": -4.874539375305176, "text": "And", "probability": 3.9810666282024415e-08 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.113232612609863, "probability": 0.9999993954682573 }, { "score": -3.471984624862671, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 1.703828553077231e-07 }, { "score": -3.5826289653778076, "text": "And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau.", "probability": 1.525364607608022e-07 }, { "score": -4.8645710945129395, "text": "And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau", "probability": 4.2328538402456223e-08 }, { "score": -5.129558563232422, "text": "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.", "probability": 3.2475113468352804e-08 }, { "score": -5.191742897033691, "text": "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.", "probability": 3.051717752966286e-08 }, { "score": -5.529980659484863, "text": "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.", "probability": 2.1759532999116023e-08 }, { "score": -5.574540615081787, "text": "During the validity term of this agreement,", "probability": 2.0811214596887067e-08 }, { "score": -5.9135284423828125, "text": "Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.", "probability": 1.482780563782677e-08 }, { "score": -5.944188117980957, "text": "2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.\n\n1\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau.", "probability": 1.4380088430524302e-08 }, { "score": -6.021380424499512, "text": "In", "probability": 1.331181777629116e-08 }, { "score": -6.031895160675049, "text": "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.", "probability": 1.3172580827080363e-08 }, { "score": -6.042086601257324, "text": "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.", "probability": 1.3039015022318306e-08 }, { "score": -6.185807228088379, "text": "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.", "probability": 1.1293478008641663e-08 }, { "score": -6.283568382263184, "text": "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.", "probability": 1.0241665343007636e-08 }, { "score": -6.411500930786133, "text": "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", "probability": 9.011771696925684e-09 }, { "score": -6.427937984466553, "text": "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,", "probability": 8.86485546455075e-09 }, { "score": -6.43231725692749, "text": "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.", "probability": 8.826118728413377e-09 }, { "score": -6.475807189941406, "text": "IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau.", "probability": 8.450498467477208e-09 }, { "score": -6.493638038635254, "text": "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.", "probability": 8.30115433110703e-09 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__License Grant": [ { "text": "", "score": 11.66287612915039, "probability": 0.9999984332524026 }, { "score": -2.7771658897399902, "text": "The Contract is valid for 5 years, beginning from and ended on .", "probability": 5.355114391622677e-07 }, { "score": -3.659046173095703, "text": "The Contract is valid for 5 years, beginning from and ended on", "probability": 2.2170373597116753e-07 }, { "score": -4.4361677169799805, "text": "The", "probability": 1.0192328516318726e-07 }, { "score": -4.639427185058594, "text": "23. The Contract is valid for 5 years, beginning from and ended on .", "probability": 8.317617561074989e-08 }, { "score": -4.68825626373291, "text": "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.", "probability": 7.921232277527186e-08 }, { "score": -4.948864936828613, "text": "The letter of credit should state that partial shipments are allowed.", "probability": 6.103962260564161e-08 }, { "score": -4.992057800292969, "text": "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,", "probability": 5.8459273993926213e-08 }, { "score": -5.015241622924805, "text": "Partial Shipment is allowed.", "probability": 5.711955447093902e-08 }, { "score": -5.291440010070801, "text": "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.", "probability": 4.3334458679465395e-08 }, { "score": -5.4958696365356445, "text": "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.", "probability": 3.532244171275631e-08 }, { "score": -5.521307468414307, "text": "23. The Contract is valid for 5 years, beginning from and ended on", "probability": 3.4435247369402e-08 }, { "score": -5.539714813232422, "text": "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.", "probability": 3.3807184119388684e-08 }, { "score": -5.560751914978027, "text": "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. <> 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 .", "probability": 3.3103407611404636e-08 }, { "score": -5.56161642074585, "text": "During the validity term of this agreement,", "probability": 3.307480189127662e-08 }, { "score": -5.58564567565918, "text": "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.", "probability": 3.2289511798840465e-08 }, { "score": -5.594535827636719, "text": "Transshipment is allowed. Partial Shipment is allowed.", "probability": 3.200372535637532e-08 }, { "score": -5.627634048461914, "text": "The Contract is valid for 5 years,", "probability": 3.0961797090176386e-08 }, { "score": -5.6321821212768555, "text": "Transshipment is allowed.", "probability": 3.082130031948135e-08 }, { "score": -5.677751541137695, "text": "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.", "probability": 2.9448312263323307e-08 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Transferable License": [ { "text": "", "score": 11.961268424987793, "probability": 0.9999982603183912 }, { "score": -1.8612173795700073, "text": "Transshipment is allowed.", "probability": 9.93047296386017e-07 }, { "score": -3.5866780281066895, "text": "Transshipment is allowed. Partial Shipment is allowed.", "probability": 1.7685278161016275e-07 }, { "score": -3.816624164581299, "text": "Transshipment is allowed", "probability": 1.405230465482991e-07 }, { "score": -4.482967853546143, "text": "Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.\n\n3\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed.", "probability": 7.217024333204226e-08 }, { "score": -4.494039535522461, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 7.137560446150798e-08 }, { "score": -5.301201820373535, "text": "The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.\n\n3\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed.", "probability": 3.1842244510184666e-08 }, { "score": -5.4264302253723145, "text": "Transshipment is allowed. Partial Shipment is allowed", "probability": 2.8094264548241018e-08 }, { "score": -5.441863059997559, "text": "The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed.", "probability": 2.7664018903841307e-08 }, { "score": -5.576149940490723, "text": ".", "probability": 2.4187736095213332e-08 }, { "score": -5.582422733306885, "text": "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.", "probability": 2.4036486313215854e-08 }, { "score": -5.619875907897949, "text": "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.", "probability": 2.315289355683895e-08 }, { "score": -5.632605075836182, "text": "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.", "probability": 2.286004430438371e-08 }, { "score": -5.853925704956055, "text": "During the validity term of this agreement,", "probability": 1.832140351366529e-08 }, { "score": -5.912603855133057, "text": "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.", "probability": 1.727727090461648e-08 }, { "score": -5.940300941467285, "text": "Transshipment is allowed.", "probability": 1.680530702395594e-08 }, { "score": -6.163667678833008, "text": "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.", "probability": 1.3441245385887005e-08 }, { "score": -6.1821370124816895, "text": "Partial Shipment is allowed.", "probability": 1.3195273005243469e-08 }, { "score": -6.208428382873535, "text": "Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.\n\n3\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed.", "probability": 1.2852872013984514e-08 }, { "score": -6.27862548828125, "text": "Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.", "probability": 1.1981576567586197e-08 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.017934799194336, "probability": 0.9999987056920939 }, { "score": -2.7753472328186035, "text": "The Contract is valid for 5 years, beginning from and ended on .", "probability": 3.761479351748152e-07 }, { "score": -2.8597843647003174, "text": "The Contract is valid for 5 years, beginning from and ended on", "probability": 3.456910229151558e-07 }, { "score": -4.448558807373047, "text": "23. The Contract is valid for 5 years, beginning from and ended on .", "probability": 7.058170225648595e-08 }, { "score": -4.532995700836182, "text": "23. The Contract is valid for 5 years, beginning from and ended on", "probability": 6.486667714414914e-08 }, { "score": -4.671923637390137, "text": "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.", "probability": 5.6452868605461355e-08 }, { "score": -4.926958084106445, "text": "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.", "probability": 4.374475235057341e-08 }, { "score": -5.030357360839844, "text": "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.", "probability": 3.9447567403046236e-08 }, { "score": -5.158500671386719, "text": "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. <> 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 .", "probability": 3.4703101801727205e-08 }, { "score": -5.172784328460693, "text": "The", "probability": 3.421093791398166e-08 }, { "score": -5.242938041687012, "text": "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. <> 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", "probability": 3.189316430619833e-08 }, { "score": -5.2853922843933105, "text": "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.", "probability": 3.05675032405774e-08 }, { "score": -5.341033458709717, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 2.891314351776417e-08 }, { "score": -5.464600086212158, "text": "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.", "probability": 2.555235941078931e-08 }, { "score": -5.658588409423828, "text": "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.", "probability": 2.1046648557233605e-08 }, { "score": -5.704934120178223, "text": "And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau.", "probability": 2.00934848009657e-08 }, { "score": -5.719634532928467, "text": "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.", "probability": 1.9800262803468696e-08 }, { "score": -5.76411771774292, "text": "The Contract is valid for 5 years,", "probability": 1.8938786703494112e-08 }, { "score": -5.92022705078125, "text": "During the validity term of this agreement,", "probability": 1.6201481564608464e-08 }, { "score": -5.967429161071777, "text": "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.", "probability": 1.5454505552809938e-08 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.163475036621094, "probability": 0.9999991187633582 }, { "score": -3.3707902431488037, "text": "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.", "probability": 1.7928911598274018e-07 }, { "score": -3.5792808532714844, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 1.455484565414273e-07 }, { "score": -3.706402063369751, "text": "During the validity term of this agreement,", "probability": 1.281738897592098e-07 }, { "score": -3.9283902645111084, "text": "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\"),", "probability": 1.0265764885062971e-07 }, { "score": -4.656057834625244, "text": "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.", "probability": 4.9587167696561365e-08 }, { "score": -4.696527481079102, "text": "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.", "probability": 4.7620457008974283e-08 }, { "score": -4.7668962478637695, "text": "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.", "probability": 4.438464921360366e-08 }, { "score": -5.254127502441406, "text": "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\"),", "probability": 2.7266597455945996e-08 }, { "score": -5.516419410705566, "text": "Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.", "probability": 2.0975823411379562e-08 }, { "score": -5.627257347106934, "text": "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.", "probability": 1.8775119678448876e-08 }, { "score": -5.648216247558594, "text": "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.", "probability": 1.838570888000116e-08 }, { "score": -5.792285442352295, "text": "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.", "probability": 1.5918858518335214e-08 }, { "score": -5.848304748535156, "text": "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.", "probability": 1.505161313578749e-08 }, { "score": -5.9394917488098145, "text": "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", "probability": 1.3739819780255796e-08 }, { "score": -5.983828544616699, "text": "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,", "probability": 1.314394734177963e-08 }, { "score": -6.096256256103516, "text": "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.", "probability": 1.1746245563085527e-08 }, { "score": -6.205816268920898, "text": "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\"),", "probability": 1.0527318603404589e-08 }, { "score": -6.311460018157959, "text": "During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD", "probability": 9.471903601944895e-09 }, { "score": -6.365647792816162, "text": "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.", "probability": 8.972300653295635e-09 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.660236358642578, "probability": 0.9999496613333743 }, { "score": 1.635862946510315, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 4.430452453897275e-05 }, { "score": -2.083230495452881, "text": "The Contract is valid for 5 years, beginning from and ended on .", "probability": 1.074648212604928e-06 }, { "score": -2.3689420223236084, "text": "The Contract is valid for 5 years, beginning from and ended on", "probability": 8.075759577892014e-07 }, { "score": -2.422079086303711, "text": "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.", "probability": 7.657839283418678e-07 }, { "score": -2.4505977630615234, "text": "In", "probability": 7.442532564080744e-07 }, { "score": -3.0271799564361572, "text": "During the validity term of this agreement,", "probability": 4.181328403569257e-07 }, { "score": -3.083421230316162, "text": "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.", "probability": 3.952655857912284e-07 }, { "score": -3.1550631523132324, "text": "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.", "probability": 3.67938566751136e-07 }, { "score": -3.531740188598633, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract", "probability": 2.5245649826443117e-07 }, { "score": -3.5894722938537598, "text": "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.", "probability": 2.382943905821343e-07 }, { "score": -3.7780911922454834, "text": "23. The Contract is valid for 5 years, beginning from and ended on .", "probability": 1.9733207038604366e-07 }, { "score": -3.900791645050049, "text": "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.", "probability": 1.7454585619188064e-07 }, { "score": -4.063802719116211, "text": "23. The Contract is valid for 5 years, beginning from and ended on", "probability": 1.4829097920169423e-07 }, { "score": -4.099049091339111, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 1.431552988650247e-07 }, { "score": -4.859785079956055, "text": "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. <> 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 .", "probability": 6.689967160743376e-08 }, { "score": -4.926517486572266, "text": "case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 6.258099587833181e-08 }, { "score": -4.94542121887207, "text": "The", "probability": 6.140909305203614e-08 }, { "score": -4.98670768737793, "text": "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.", "probability": 5.892535367893159e-08 }, { "score": -5.02602481842041, "text": ".", "probability": 5.6653531244805636e-08 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.991710662841797, "probability": 0.9579887981461931 }, { "score": 8.453169822692871, "text": "The Contract is valid for 5 years, beginning from and ended on .", "probability": 0.027835028479674718 }, { "score": 7.196242332458496, "text": "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.", "probability": 0.007919814268157585 }, { "score": 6.540664196014404, "text": "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.", "probability": 0.004111506959493617 }, { "score": 4.6774115562438965, "text": "The Contract is valid for 5 years, beginning from and ended on", "probability": 0.0006379706360774851 }, { "score": 4.355432510375977, "text": "During the validity term of this agreement,", "probability": 0.00046234585340354777 }, { "score": 4.139364719390869, "text": "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", "probability": 0.0003725031225524654 }, { "score": 3.4493563175201416, "text": "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", "probability": 0.00018683708213709094 }, { "score": 3.246753215789795, "text": "23. The Contract is valid for 5 years, beginning from and ended on .", "probability": 0.00015257158822374418 }, { "score": 2.8724939823150635, "text": "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.", "probability": 0.00010493852299472137 }, { "score": 2.4532179832458496, "text": "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.", "probability": 6.899946040371333e-05 }, { "score": 1.7011826038360596, "text": "The Contract is valid for 5 years,", "probability": 3.252676552190356e-05 }, { "score": 1.6393718719482422, "text": "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. <> 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 .", "probability": 3.057713700606172e-05 }, { "score": 1.0582971572875977, "text": "The", "probability": 1.7101699736641718e-05 }, { "score": 1.0170536041259766, "text": "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.", "probability": 1.6410712211239824e-05 }, { "score": 0.9952502250671387, "text": "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.", "probability": 1.6056775758887263e-05 }, { "score": 0.8305873870849609, "text": "The", "probability": 1.3619030119581276e-05 }, { "score": 0.773350715637207, "text": "The", "probability": 1.2861410792534172e-05 }, { "score": 0.5873483419418335, "text": "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.", "probability": 1.0678464427805084e-05 }, { "score": 0.39997565746307373, "text": "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.", "probability": 8.853885113347891e-06 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Source Code Escrow": [ { "text": "", "score": 12.223886489868164, "probability": 0.9999752134338985 }, { "score": 1.3091721534729004, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 1.8188170944958278e-05 }, { "score": -0.7053184509277344, "text": "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.", "probability": 2.426089811632234e-06 }, { "score": -2.1604812145233154, "text": "During the validity term of this agreement,", "probability": 5.661580874661223e-07 }, { "score": -2.166884422302246, "text": "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.", "probability": 5.625444414065719e-07 }, { "score": -2.3467800617218018, "text": "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.", "probability": 4.6992565365696265e-07 }, { "score": -2.448547601699829, "text": "In", "probability": 4.244554097860358e-07 }, { "score": -2.455274820327759, "text": "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.", "probability": 4.2160958841029033e-07 }, { "score": -2.5535147190093994, "text": "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.", "probability": 3.821601804230706e-07 }, { "score": -2.7887816429138184, "text": "Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.", "probability": 3.020440649891731e-07 }, { "score": -3.3462586402893066, "text": "During the validity term of this agreement,", "probability": 1.7296615160903406e-07 }, { "score": -3.3669207096099854, "text": "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.", "probability": 1.6942898146190137e-07 }, { "score": -3.4684841632843018, "text": "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.", "probability": 1.5306618306606378e-07 }, { "score": -3.583981990814209, "text": "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.", "probability": 1.3637010766702155e-07 }, { "score": -3.8913676738739014, "text": "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.", "probability": 1.0028206709705193e-07 }, { "score": -4.25034761428833, "text": "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.", "probability": 7.003582843670154e-08 }, { "score": -4.2523112297058105, "text": "case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 6.989843993743994e-08 }, { "score": -4.430243492126465, "text": "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.", "probability": 5.85049325676186e-08 }, { "score": -4.463037967681885, "text": "Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In", "probability": 5.661741325205306e-08 }, { "score": -4.4697651863098145, "text": "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.", "probability": 5.623781379082031e-08 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Post-Termination Services": [ { "text": "", "score": 12.302946090698242, "probability": 0.9911785043198312 }, { "score": 7.428586959838867, "text": "The Contract is valid for 5 years, beginning from and ended on .", "probability": 0.007572592754451492 }, { "score": 5.009176254272461, "text": "The Contract is valid for 5 years, beginning from and ended on", "probability": 0.000673764124569861 }, { "score": 4.346022605895996, "text": "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.", "probability": 0.0003471394032478899 }, { "score": 3.3133552074432373, "text": "During the validity term of this agreement,", "probability": 0.00012360104989521257 }, { "score": 1.3770092725753784, "text": "23. The Contract is valid for 5 years, beginning from and ended on .", "probability": 1.782698114702631e-05 }, { "score": 1.170029878616333, "text": "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.", "probability": 1.4493984633054187e-05 }, { "score": 0.9987502098083496, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 1.221242702175662e-05 }, { "score": 0.927344799041748, "text": "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\"),", "probability": 1.137079960200543e-05 }, { "score": 0.8922860622406006, "text": "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", "probability": 1.0979060789026158e-05 }, { "score": 0.7593169212341309, "text": "The", "probability": 9.61208107950379e-06 }, { "score": 0.3881286382675171, "text": "During the validity term of this agreement,", "probability": 6.631509596830974e-06 }, { "score": 0.08021664619445801, "text": "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", "probability": 4.874026918365087e-06 }, { "score": -0.16557097434997559, "text": "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.", "probability": 3.811919459771935e-06 }, { "score": -0.583411693572998, "text": "The Contract is valid for 5 years,", "probability": 2.510023556775352e-06 }, { "score": -0.6285367012023926, "text": "During", "probability": 2.3992762530349276e-06 }, { "score": -0.7690302133560181, "text": "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.", "probability": 2.0848014408008816e-06 }, { "score": -0.831152081489563, "text": "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. <> 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 .", "probability": 1.959230414262702e-06 }, { "score": -0.8372006416320801, "text": "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.", "probability": 1.947415658419921e-06 }, { "score": -0.9820507764816284, "text": "5 years, beginning from and ended on .", "probability": 1.6848104339362202e-06 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Audit Rights": [ { "text": "", "score": 12.239317893981934, "probability": 0.9999958268164165 }, { "score": -0.5888684988021851, "text": "Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers.", "probability": 2.684031598591706e-06 }, { "score": -2.310598134994507, "text": "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.", "probability": 4.797886213766527e-07 }, { "score": -2.8920493125915527, "text": "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.", "probability": 2.682433141317515e-07 }, { "score": -3.3469114303588867, "text": "Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers", "probability": 1.7020989286873938e-07 }, { "score": -3.6261606216430664, "text": "Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim.", "probability": 1.287384913697481e-07 }, { "score": -4.259793281555176, "text": "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.", "probability": 6.831644326707589e-08 }, { "score": -4.306941032409668, "text": "Within", "probability": 6.517022790107649e-08 }, { "score": -4.430666923522949, "text": "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,", "probability": 5.7585848183103464e-08 }, { "score": -4.756145477294922, "text": "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.", "probability": 4.1587443904017723e-08 }, { "score": -4.905302047729492, "text": "Any", "probability": 3.582484768419083e-08 }, { "score": -5.119564056396484, "text": "The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract.", "probability": 2.891555580269176e-08 }, { "score": -5.1444196701049805, "text": "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.", "probability": 2.8205700408661294e-08 }, { "score": -5.272848129272461, "text": "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.", "probability": 2.480625007319052e-08 }, { "score": -5.650092124938965, "text": "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", "probability": 1.7010854577083046e-08 }, { "score": -5.684580326080322, "text": "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.", "probability": 1.6434182158470787e-08 }, { "score": -5.780808448791504, "text": "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.", "probability": 1.4926457672080807e-08 }, { "score": -5.797895431518555, "text": "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.", "probability": 1.4673576191092143e-08 }, { "score": -5.807462692260742, "text": "Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.)", "probability": 1.4533859679514655e-08 }, { "score": -5.8320817947387695, "text": "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.", "probability": 1.4180417662870269e-08 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Uncapped Liability": [ { "text": "", "score": 12.335519790649414, "probability": 0.9951398822176907 }, { "score": 6.803615570068359, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.003939205652093415 }, { "score": 4.41765022277832, "text": "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.", "probability": 0.000362407410924945 }, { "score": 3.258596658706665, "text": "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.", "probability": 0.0001137172903891582 }, { "score": 2.9380276203155518, "text": "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.", "probability": 8.25287255373871e-05 }, { "score": 2.8385496139526367, "text": "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.", "probability": 7.471406902050198e-05 }, { "score": 2.7908823490142822, "text": "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.", "probability": 7.123620239273965e-05 }, { "score": 2.5075480937957764, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 5.3659948998976864e-05 }, { "score": 2.1445508003234863, "text": "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,", "probability": 3.732523356758387e-05 }, { "score": 1.5424976348876953, "text": "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.", "probability": 2.0442507534846417e-05 }, { "score": 1.3788918256759644, "text": "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.", "probability": 1.735725589944872e-05 }, { "score": 1.358733892440796, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery", "probability": 1.7010872410611168e-05 }, { "score": 1.3484944105148315, "text": "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.", "probability": 1.683757862342706e-05 }, { "score": 1.1741571426391602, "text": "The", "probability": 1.4143794029463389e-05 }, { "score": 1.0279253721237183, "text": "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.", "probability": 1.2219636083234274e-05 }, { "score": 0.40491700172424316, "text": "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.", "probability": 6.553739498103747e-06 }, { "score": 0.3144412040710449, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 5.986817715875899e-06 }, { "score": 0.21983826160430908, "text": "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.", "probability": 5.446412104098279e-06 }, { "score": 0.15542733669281006, "text": "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.", "probability": 5.106662896937105e-06 }, { "score": -0.035764217376708984, "text": "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", "probability": 4.2179725886579525e-06 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Cap On Liability": [ { "score": 12.821203231811523, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.6248681893494891 }, { "text": "", "score": 12.051648139953613, "probability": 0.2894508880544415 }, { "score": 9.804344177246094, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 0.03059026055833071 }, { "score": 9.148981094360352, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery", "probability": 0.01588409974760009 }, { "score": 9.138904571533203, "text": "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.", "probability": 0.015724846958579418 }, { "score": 8.464812278747559, "text": "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.", "probability": 0.008013677564605136 }, { "score": 7.630204200744629, "text": "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", "probability": 0.003478293150209095 }, { "score": 7.562625885009766, "text": "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,", "probability": 0.0032510024133162127 }, { "score": 7.268892288208008, "text": "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", "probability": 0.0024235412254109637 }, { "score": 7.245987415313721, "text": "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.", "probability": 0.0023686612306424706 }, { "score": 6.282483100891113, "text": "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.", "probability": 0.0009037708814233267 }, { "score": 6.179187297821045, "text": "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.", "probability": 0.0008150749526429968 }, { "score": 5.5240159034729, "text": "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", "probability": 0.0004233116551207658 }, { "score": 5.380113124847412, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract", "probability": 0.0003665760130712073 }, { "score": 5.2878923416137695, "text": "The", "probability": 0.0003342820572004906 }, { "score": 5.019663333892822, "text": "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.", "probability": 0.00025563639722313075 }, { "score": 4.967338562011719, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The", "probability": 0.0002426042074788671 }, { "score": 4.792590618133545, "text": "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", "probability": 0.00020370714439864294 }, { "score": 4.782513618469238, "text": "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.", "probability": 0.00020166469573367512 }, { "score": 4.773783206939697, "text": "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", "probability": 0.00019991174308212962 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Liquidated Damages": [ { "text": "", "score": 12.096136093139648, "probability": 0.2881497330209326 }, { "score": 11.928502082824707, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "probability": 0.24367764896047406 }, { "score": 11.608758926391602, "text": "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.", "probability": 0.17699174350229055 }, { "score": 11.066305160522461, "text": "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.", "probability": 0.10288885405349651 }, { "score": 10.448668479919434, "text": "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", "probability": 0.05547944757104267 }, { "score": 9.999558448791504, "text": "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", "probability": 0.03540675449938102 }, { "score": 9.906214714050293, "text": "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", "probability": 0.03225131676287345 }, { "score": 9.457104682922363, "text": "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", "probability": 0.020582657270380802 }, { "score": 8.8992919921875, "text": "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", "probability": 0.01178274473197427 }, { "score": 8.582204818725586, "text": "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.", "probability": 0.008580987301117204 }, { "score": 8.26246166229248, "text": "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.", "probability": 0.006232676283092756 }, { "score": 8.17032527923584, "text": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery", "probability": 0.005684080868068161 }, { "score": 7.440349102020264, "text": "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,", "probability": 0.002739274927100537 }, { "score": 7.251119613647461, "text": "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.", "probability": 0.002267014509609466 }, { "score": 7.1023712158203125, "text": "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", "probability": 0.0019536811731031434 }, { "score": 6.931376934051514, "text": "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.", "probability": 0.001646614056069623 }, { "score": 6.897895336151123, "text": "The rate of penalty is charged at 0.5% for every seven days,", "probability": 0.001592395512976016 }, { "score": 6.653260231018066, "text": "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", "probability": 0.0012468300735795808 }, { "score": 5.771286487579346, "text": "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", "probability": 0.0005161440663037161 }, { "score": 5.322175979614258, "text": "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", "probability": 0.00032940085613390377 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Warranty Duration": [ { "score": 12.638601303100586, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 0.4007969617023287 }, { "score": 11.635223388671875, "text": "The Contract is valid for 5 years, beginning from and ended on .", "probability": 0.14694774607838737 }, { "text": "", "score": 11.504617691040039, "probability": 0.12895601240438406 }, { "score": 11.474946022033691, "text": "The Letter of Credit shall be valid until 90 days after the latest shipment is effected.", "probability": 0.1251858819202043 }, { "score": 10.485315322875977, "text": "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.", "probability": 0.046533337394490074 }, { "score": 9.831697463989258, "text": "The Contract is valid for 5 years, beginning from and ended on .", "probability": 0.024204804101399382 }, { "score": 9.65296459197998, "text": "Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers.", "probability": 0.020243186302426483 }, { "score": 9.458137512207031, "text": "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.", "probability": 0.016659675824988122 }, { "score": 9.31131362915039, "text": "The seller shall be confirmed within three working days after receipt of order.", "probability": 0.014384730977197465 }, { "score": 9.288148880004883, "text": "The Contract is valid for 5 years, beginning from and ended on", "probability": 0.014055342126823682 }, { "score": 9.21403980255127, "text": "The Letter of Credit shall be valid until 90 days after the latest shipment is effected.", "probability": 0.013051374692073845 }, { "score": 9.03197193145752, "text": "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.", "probability": 0.010878905049338935 }, { "score": 8.904146194458008, "text": "The Letter of Credit shall be valid until 90 days after the latest shipment is effected", "probability": 0.009573509532197095 }, { "score": 8.49046516418457, "text": "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.", "probability": 0.006330117701663779 }, { "score": 8.152149200439453, "text": "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.", "probability": 0.0045131838888779075 }, { "score": 8.080777168273926, "text": "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.", "probability": 0.004202295124846942 }, { "score": 8.077131271362305, "text": "The seller shall be confirmed within three working days after receipt of order.", "probability": 0.004187001885756652 }, { "score": 7.840569496154785, "text": "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.", "probability": 0.003304956007138561 }, { "score": 7.74600887298584, "text": "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.", "probability": 0.0030067583522687155 }, { "score": 7.7384843826293945, "text": "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.", "probability": 0.00298421893320814 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Insurance": [ { "text": "", "score": 11.976234436035156, "probability": 0.3002979723362665 }, { "score": 11.53915023803711, "text": "To be covered by the Seller for 110% invoice value against All Risks and War Risk.", "probability": 0.19396757867038938 }, { "score": 11.303079605102539, "text": "To be covered by the Seller for 110% invoice value against All Risks and War Risk.", "probability": 0.15318102499597816 }, { "score": 11.132170677185059, "text": "INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk.", "probability": 0.1291160308434855 }, { "score": 10.686115264892578, "text": "INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk.", "probability": 0.08265340751732174 }, { "score": 10.155574798583984, "text": "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.", "probability": 0.048623919732242685 }, { "score": 9.96338176727295, "text": "(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.", "probability": 0.04012190939569517 }, { "score": 9.119771957397461, "text": "One copy of insurance coverage", "probability": 0.01725863752429167 }, { "score": 8.92757797241211, "text": "(5) One copy of insurance coverage", "probability": 0.014240909299063149 }, { "score": 8.010466575622559, "text": "One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.\n\n3\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination.", "probability": 0.005691690831475172 }, { "score": 7.818274021148682, "text": "(5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.\n\n3\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination.", "probability": 0.004696487119869213 }, { "score": 6.747873306274414, "text": "10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk.", "probability": 0.001610289687731318 }, { "score": 6.565991401672363, "text": "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.", "probability": 0.0013424981756455395 }, { "score": 6.500453948974609, "text": "To be covered by the Seller for 110% invoice value against All Risks and War Risk", "probability": 0.001257335420100841 }, { "score": 6.4531049728393555, "text": "10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk.", "probability": 0.0011991893173790543 }, { "score": 6.412643909454346, "text": "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", "probability": 0.0011516373314497102 }, { "score": 6.403438091278076, "text": "(6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.", "probability": 0.001141084217125913 }, { "score": 6.2204508781433105, "text": "(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", "probability": 0.0009502707499429783 }, { "score": 6.093474388122559, "text": "INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk", "probability": 0.0008369551241252348 }, { "score": 5.857717514038086, "text": "Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers.", "probability": 0.0006611717104211414 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.03622055053711, "probability": 0.9996355426460978 }, { "score": 2.6418018341064453, "text": "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.", "probability": 8.315674474548711e-05 }, { "score": 2.4105634689331055, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 6.598905880324105e-05 }, { "score": 2.2023587226867676, "text": "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.", "probability": 5.358580529023754e-05 }, { "score": 2.0684094429016113, "text": "If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.\n\n4\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 4.686799000484899e-05 }, { "score": 1.6187381744384766, "text": "The Certificate so issued shall be accepted as the base of a claim.", "probability": 2.9894175380164217e-05 }, { "score": 1.3485904932022095, "text": "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.", "probability": 2.2817230559678454e-05 }, { "score": 1.2155849933624268, "text": "All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations.", "probability": 1.9975578990809833e-05 }, { "score": 0.439365416765213, "text": "During the validity term of this agreement,", "probability": 9.191608060201297e-06 }, { "score": 0.0904383659362793, "text": "Arbitration fee shall be borne by the losing party.", "probability": 6.484170179386975e-06 }, { "score": -0.3508727550506592, "text": "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.", "probability": 4.170570047857307e-06 }, { "score": -0.40623652935028076, "text": "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.", "probability": 3.945946913603077e-06 }, { "score": -0.433363676071167, "text": "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.", "probability": 3.840343468691329e-06 }, { "score": -0.8359508514404297, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 2.5676077586483543e-06 }, { "score": -0.8444772958755493, "text": "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.", "probability": 2.5458082619307156e-06 }, { "score": -0.9300404787063599, "text": "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.", "probability": 2.337039611035486e-06 }, { "score": -0.9976348876953125, "text": "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).", "probability": 2.1842894823163073e-06 }, { "score": -1.1300430297851562, "text": "Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. 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.", "probability": 1.913401319472396e-06 }, { "score": -1.24856436252594, "text": "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.", "probability": 1.6995459397417763e-06 }, { "score": -1.5239429473876953, "text": "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.", "probability": 1.290439084776793e-06 } ], "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.015226364135742, "probability": 0.9998857996053788 }, { "score": 1.5243098735809326, "text": "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.", "probability": 2.778454304502358e-05 }, { "score": 1.499969244003296, "text": "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.", "probability": 2.7116414101010595e-05 }, { "score": 0.9370100498199463, "text": "During the validity term of this agreement,", "probability": 1.5443373887148243e-05 }, { "score": 0.9145991802215576, "text": "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\"),", "probability": 1.5101123833848945e-05 }, { "score": 0.584574282169342, "text": "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.", "probability": 1.085628602190728e-05 }, { "score": 0.16103696823120117, "text": "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\"),", "probability": 7.107900807495487e-06 }, { "score": -0.7786986827850342, "text": "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\"),", "probability": 2.777277979956603e-06 }, { "score": -1.5315489768981934, "text": "The", "probability": 1.308159267824776e-06 }, { "score": -1.58567214012146, "text": "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.", "probability": 1.239239452630184e-06 }, { "score": -1.9282336235046387, "text": "The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD", "probability": 8.797973900555529e-07 }, { "score": -2.2459068298339844, "text": "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", "probability": 6.403522631216826e-07 }, { "score": -2.252285957336426, "text": "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.", "probability": 6.362803757413309e-07 }, { "score": -2.362830400466919, "text": "In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract.", "probability": 5.696914311733677e-07 }, { "score": -2.4336342811584473, "text": "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", "probability": 5.307499385141411e-07 }, { "score": -2.4360709190368652, "text": "During", "probability": 5.294582674164273e-07 }, { "score": -2.518237590789795, "text": "The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD", "probability": 4.876937635219338e-07 }, { "score": -2.5941848754882812, "text": "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.", "probability": 4.5202631194533585e-07 }, { "score": -2.768228054046631, "text": "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", "probability": 3.798199071575536e-07 }, { "score": -2.8212475776672363, "text": "The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the \"entrusted party\" or \"YICHANGTAI\" or \"LEHEYUAN\"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.\n\n1\n\nSource: LOHA CO. 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(LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432\n\nWEB SITE HOSTING AGREEMENT\n\nThis WEB SITE HOSTING AGREEMENT (\"this Agreement\") is entered into this 6th day of April, 1999 by and between Centrack International", "probability": 0.010014814530571845 }, { "score": 9.477800369262695, "text": "I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432\n\nWEB SITE HOSTING AGREEMENT\n\nThis WEB SITE HOSTING AGREEMENT (\"this Agreement\") is entered into this 6th day of April, 1999 by and between Centrack International, a Florida corporation (\"the Customer\"), and i-on interactive", "probability": 0.009883253920429757 }, { "score": 9.386720657348633, "text": "I-on. 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(LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432\n\nWEB SITE HOSTING AGREEMENT\n\nThis WEB SITE HOSTING AGREEMENT (\"this Agreement\") is entered into this 6th day of April, 1999 by and between Centrack International, a Florida corporation (\"the Customer", "probability": 0.0024966292776037358 }, { "score": 8.028745651245117, "text": "Centrack International, a Florida corporation (\"the Customer\"),", "probability": 0.0023205102194912065 }, { "score": 8.02375316619873, "text": "i-on interactive, a Florida corporation (\"i-on\").", "probability": 0.002308953978104743 }, { "score": 7.880859851837158, "text": "Centrack International, a Florida corporation (\"the Customer\"), and i-on interactive, a Florida corporation (\"i-on\").", "probability": 0.00200150877626632 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Agreement Date": [ { "score": 15.507267951965332, "text": "6th day of April, 1999", 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This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.0005422176257656133 }, { "score": 7.526553630828857, "text": "April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 0.000433901728031908 }, { "score": 6.50034761428833, "text": ".", "probability": 0.00015549476396690737 }, { "score": 6.354277610778809, "text": "and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 0.00013436259190467007 }, { "score": 5.667901992797852, "text": "The", "probability": 6.763776205215988e-05 }, { "score": 5.324786186218262, "text": "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.", "probability": 4.7992782294835164e-05 }, { "score": 5.242438793182373, "text": "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.", "probability": 4.419904743945501e-05 }, { "score": 5.186766624450684, "text": "shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 4.180563207021503e-05 }, { "score": 5.0169806480407715, "text": "TERM AND TERMINATION\n\nThe term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 3.527749032043709e-05 }, { "score": 4.871664047241211, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 3.0506155769798345e-05 }, { "score": 4.723448753356934, "text": "six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 2.6303794277448336e-05 }, { "score": 4.446102142333984, "text": "shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 1.9932799417599343e-05 }, { "score": 4.36427116394043, "text": "The term of this Agreement for the Hosted Site", "probability": 1.8366633257274323e-05 }, { "score": 4.114449501037598, "text": "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.", "probability": 1.4306499515255442e-05 }, { "score": 4.095384120941162, "text": "1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 1.4036324344065946e-05 }, { "score": 4.03646183013916, "text": "upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 1.3233166272018874e-05 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Renewal Term": [ { "score": 14.70108413696289, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.6398513599436891 }, { "score": 13.797182083129883, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the", "probability": 0.25913103112748487 }, { "score": 11.619389533996582, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 0.029357301722113698 }, { "text": "", "score": 11.616544723510742, "probability": 0.02927390444330942 }, { "score": 11.224851608276367, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. 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This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless", "probability": 0.0005596442452587009 }, { "score": 7.371484756469727, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof", "probability": 0.0004196377326564556 }, { "score": 7.34511661529541, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.0004087172744939436 }, { "score": 6.944160461425781, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term", "probability": 0.0002737095486535845 }, { "score": 6.818814754486084, "text": ", which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.00024146433856632275 }, { "score": 6.817862510681152, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods", "probability": 0.00024123451508716956 }, { "score": 6.554696083068848, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. This Agreement shall automatically be renewed for one (1) or more one (1) month periods", "probability": 0.00018541621787863876 }, { "score": 6.3482866287231445, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 0.00015083607785557418 }, { "score": 6.221959114074707, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew", "probability": 0.00013293578012224912 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 14.913362503051758, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.7939611355930815 }, { "score": 12.365619659423828, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the", "probability": 0.06213389596701292 }, { "score": 12.108123779296875, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.04802855782492769 }, { "score": 11.820037841796875, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.03600687351410627 }, { "text": "", "score": 11.812322616577148, "probability": 0.0357301412739648 }, { "score": 10.463953018188477, "text": "4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.009277805361111587 }, { "score": 10.441818237304688, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.009074699318790187 }, { "score": 8.317375183105469, "text": "Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.0010844220719338521 }, { "score": 8.194053649902344, "text": "Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.0009586067596306404 }, { "score": 7.947282791137695, "text": "Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.0007489783512050739 }, { "score": 7.742181777954102, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.0006100915734546517 }, { "score": 7.65871524810791, "text": "4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.000561236584834622 }, { "score": 7.327974319458008, "text": "unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.0004031874570723559 }, { "score": 7.081203460693359, "text": "unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.00031501830525477905 }, { "score": 6.85024356842041, "text": ", which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.00025005249024016407 }, { "score": 6.703821182250977, "text": "\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.00021599353368979834 }, { "score": 6.644511699676514, "text": "\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.00020355555965565964 }, { "score": 6.421541690826416, "text": "which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.00016287271060358668 }, { "score": 6.2996344566345215, "text": "month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 0.00014417988840787553 }, { "score": 6.1860246658325195, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n", "probability": 0.00012869586102233122 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Governing Law": [ { "score": 15.99328327178955, "text": "This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.", "probability": 0.6657619015308589 }, { "score": 15.249125480651855, "text": "This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.", "probability": 0.31632631091621943 }, { "text": "", "score": 12.228754043579102, "probability": 0.015431376522717677 }, { "score": 10.142748832702637, "text": "This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida", "probability": 0.0019163027189097283 }, { "score": 7.698696613311768, "text": "The parties understand that work i-on does in the development and maintenance of Web content and applications for Centrack International is governed by separate agreement(s).\n\nNothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any such right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind such other party in any manner.\n\nNo waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.\n\nIn the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.\n\nThis Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.", "probability": 0.00016635111778444834 }, { "score": 7.433329105377197, "text": ".", "probability": 0.00012757867255833993 }, { "score": 6.343319892883301, "text": "This", "probability": 4.28936587999344e-05 }, { "score": 6.320128917694092, "text": ".", "probability": 4.1910358933904195e-05 }, { "score": 6.047371864318848, "text": ", 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.", "probability": 3.190542228468821e-05 }, { "score": 5.728877544403076, "text": "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.", "probability": 2.320300167872966e-05 }, { "score": 5.528203964233398, "text": "This", "probability": 1.8984219336779418e-05 }, { "score": 5.499804496765137, "text": "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.", "probability": 1.8452661325504266e-05 }, { "score": 5.333920478820801, "text": "This Agreement was entered into in the State of Florida", "probability": 1.5632070221043317e-05 }, { "score": 5.24997615814209, "text": "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.", "probability": 1.4373414238370726e-05 }, { "score": 5.221680641174316, "text": "This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida", "probability": 1.397241110187841e-05 }, { "score": 5.208921432495117, "text": "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.", "probability": 1.3795266707240891e-05 }, { "score": 4.885814189910889, "text": "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.", "probability": 9.986341391588378e-06 }, { "score": 4.741367340087891, "text": "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.", "probability": 8.643187589026823e-06 }, { "score": 4.7111711502075195, "text": "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.", "probability": 8.386097362551675e-06 }, { "score": 4.669075965881348, "text": "This Agreement was entered into in the State of Florida,", "probability": 8.040409980458842e-06 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.007524490356445, "probability": 0.9991400173732297 }, { "score": 3.962919235229492, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.0003205521412106568 }, { "score": 3.5234262943267822, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 0.00020655196129819927 }, { "score": 3.275153160095215, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 0.00016114085770699835 }, { "score": 2.123800754547119, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 5.095416328756973e-05 }, { "score": 1.4360345602035522, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 2.5614542976027942e-05 }, { "score": 1.3175612688064575, "text": "13. up to 1 hour per month of Web site administration services at no additional charge,", "probability": 2.2752771992312936e-05 }, { "score": 0.7397379875183105, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 1.2766999816971694e-05 }, { "score": 0.5792245864868164, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 1.0873735577405299e-05 }, { "score": 0.5544955730438232, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.0608136362305346e-05 }, { "score": 0.2429128885269165, "text": "11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);\n\n 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 7.76820098034887e-06 }, { "score": -0.07575821876525879, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 5.64837275786434e-06 }, { "score": -0.1332704722881317, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 5.332687021159311e-06 }, { "score": -0.44485315680503845, "text": "11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);\n\n 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 3.905057696360622e-06 }, { "score": -0.5215573310852051, "text": "up to 1 hour per month of Web site administration services at no additional charge,", "probability": 3.616723060271718e-06 }, { "score": -0.6327238082885742, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 3.2362068112752093e-06 }, { "score": -0.715564489364624, "text": "13. up to 1 hour per month of Web site administration services at no additional charge", "probability": 2.978921212116512e-06 }, { "score": -1.0508942604064941, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site", "probability": 2.1302331942075594e-06 }, { "score": -1.2218937873840332, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;\n\n 3. physical space for the Hosting Computer at a facility that maintains", "probability": 1.7954073418712884e-06 }, { "score": -1.244368314743042, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 1.755506466597103e-06 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Compete": [ { "text": "", "score": 11.86111068725586, "probability": 0.8954486914318884 }, { "score": 9.507453918457031, "text": "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.", "probability": 0.08508648034186726 }, { "score": 7.342347145080566, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 0.009762625610190699 }, { "score": 6.528534889221191, "text": "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", "probability": 0.004326457707630153 }, { "score": 5.717566967010498, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "probability": 0.0019227975899180996 }, { "score": 5.631710052490234, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.0017646004469514809 }, { "score": 4.070507049560547, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 0.00037036039242112405 }, { "score": 4.042333602905273, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices,", "probability": 0.0003600716784694916 }, { "score": 3.256695032119751, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's", "probability": 0.0001641309439080002 }, { "score": 2.9580371379852295, "text": "Any", "probability": 0.00012175449163612183 }, { "score": 2.868931531906128, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 0.000111374795259592 }, { "score": 2.808436155319214, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.\n\nThe Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 0.00010483688550666247 }, { "score": 2.586818218231201, "text": "up to 1 hour per month of Web site administration services at no additional charge,", "probability": 8.399755857323983e-05 }, { "score": 2.5728237628936768, "text": "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", "probability": 8.283024549762852e-05 }, { "score": 2.1736600399017334, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 5.5569225815008195e-05 }, { "score": 2.1433725357055664, "text": "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", "probability": 5.3911405011425255e-05 }, { "score": 2.138847827911377, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n", "probability": 5.3668022689149626e-05 }, { "score": 2.022791862487793, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "probability": 4.778736997281236e-05 }, { "score": 1.9369350671768188, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 4.38556949037207e-05 }, { "score": 1.6882023811340332, "text": "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,", "probability": 3.4198161890058495e-05 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Exclusivity": [ { "text": "", "score": 12.16903305053711, "probability": 0.9990057341507523 }, { "score": 4.983795642852783, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.0007569357609678126 }, { "score": 2.6182198524475098, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 7.107265043282923e-05 }, { "score": 2.0041558742523193, "text": "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.", "probability": 3.846076463314677e-05 }, { "score": 1.9586405754089355, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 3.674945230846187e-05 }, { "score": 1.4976942539215088, "text": "up to 1 hour per month of Web site administration services at no additional charge,", "probability": 2.3177384585382602e-05 }, { "score": 1.3934385776519775, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 2.0882705421574067e-05 }, { "score": 0.8644731044769287, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 1.2304386827616486e-05 }, { "score": 0.2756533622741699, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 6.82871222697034e-06 }, { "score": -0.16157197952270508, "text": "up to 1 hour per month of Web site administration services at no additional charge", "probability": 4.410159106789654e-06 }, { "score": -0.4545496702194214, "text": "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.", "probability": 3.290149737792157e-06 }, { "score": -0.5592215061187744, "text": "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.", "probability": 2.9631747399514702e-06 }, { "score": -0.6351850032806396, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 2.7464186220990983e-06 }, { "score": -0.7472796440124512, "text": "up", "probability": 2.455187426049265e-06 }, { "score": -0.844383716583252, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 2.2279882101669543e-06 }, { "score": -0.8895657062530518, "text": "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", "probability": 2.1295635246428092e-06 }, { "score": -0.9354376792907715, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices,", "probability": 2.034082927973421e-06 }, { "score": -0.9721373319625854, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 1.960786003415238e-06 }, { "score": -0.9969439506530762, "text": "up to 1 hour per month of Web site administration services", "probability": 1.912743877650622e-06 }, { "score": -1.1009645462036133, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 1.7237776675106083e-06 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.119403839111328, "probability": 0.9939009241443113 }, { "score": 6.84476900100708, "text": "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.", "probability": 0.005088599725581464 }, { "score": 4.727214813232422, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 0.0006122886250467149 }, { "score": 3.4417104721069336, "text": "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", "probability": 0.000169304596663784 }, { "score": 3.027790069580078, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices,", "probability": 0.00011191940759595561 }, { "score": 1.833106517791748, "text": "Any", "probability": 3.3889169699522325e-05 }, { "score": 0.8115034103393555, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices", "probability": 1.2200688419802484e-05 }, { "score": 0.6995149850845337, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 1.090808167681061e-05 }, { "score": 0.6320304870605469, "text": "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", "probability": 1.0196244382769353e-05 }, { "score": 0.5290474891662598, "text": "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,", "probability": 9.198463477824576e-06 }, { "score": 0.4564218521118164, "text": "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", "probability": 8.554101023059612e-06 }, { "score": 0.35944175720214844, "text": "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", "probability": 7.763480291787038e-06 }, { "score": -0.2132425308227539, "text": "Any conduct by the Customer", "probability": 4.3786761806255886e-06 }, { "score": -0.3983922004699707, "text": "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", "probability": 3.638591903796496e-06 }, { "score": -0.4985508918762207, "text": "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", "probability": 3.2918116798422062e-06 }, { "score": -0.5859893560409546, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's", "probability": 3.0162055820114758e-06 }, { "score": -0.6454591751098633, "text": "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", "probability": 2.8420618507659166e-06 }, { "score": -0.6600022315979004, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n", "probability": 2.8010286817836653e-06 }, { "score": -0.8609906435012817, "text": "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.", "probability": 2.2910227284086883e-06 }, { "score": -0.9999098777770996, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices,", "probability": 1.993873222207912e-06 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Competitive Restriction Exception": [ { "score": 12.612071990966797, "text": "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.", "probability": 0.520758893864894 }, { "text": "", "score": 11.855535507202148, "probability": 0.24438642344053757 }, { "score": 11.384997367858887, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 0.15265989458376206 }, { "score": 10.182486534118652, "text": "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", "probability": 0.04586497262496479 }, { "score": 8.762744903564453, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 0.011089071475212015 }, { "score": 7.847623348236084, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.004440817655874048 }, { "score": 7.754308223724365, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "probability": 0.004045169251176932 }, { "score": 7.609559059143066, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.\n\nThe Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 0.003500039405424614 }, { "score": 7.599116802215576, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n", "probability": 0.0034636812556435395 }, { "score": 7.560234069824219, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's", "probability": 0.0033315885683899535 }, { "score": 7.436280250549316, "text": "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", "probability": 0.002943194095130158 }, { "score": 6.523547649383545, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices,", "probability": 0.0011814740069555681 }, { "score": 5.503105163574219, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law", "probability": 0.00042584507675571496 }, { "score": 5.290209770202637, "text": "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", "probability": 0.0003441853144657886 }, { "score": 5.1513991355896, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 0.00029957643166780027 }, { "score": 5.12053108215332, "text": "Any", "probability": 0.00029047035680823707 }, { "score": 4.987306594848633, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.\n\nThe Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 0.0002542395777138211 }, { "score": 4.976864337921143, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n", "probability": 0.0002515985558349046 }, { "score": 4.9359211921691895, "text": "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.", "probability": 0.00024150535315807804 }, { "score": 4.875560283660889, "text": "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", "probability": 0.00022735910563024888 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.207206726074219, "probability": 0.9999964696492859 }, { "score": -0.7013287544250488, "text": "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.", "probability": 2.476810260647709e-06 }, { "score": -2.210305690765381, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 5.477121579577366e-07 }, { "score": -4.10561466217041, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 8.230574561801752e-08 }, { "score": -4.204440116882324, "text": "Any", "probability": 7.456084202989116e-08 }, { "score": -4.354689598083496, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.\n\nThe Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 6.415910297719392e-08 }, { "score": -4.482549667358398, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 5.645850328395557e-08 }, { "score": -4.55806827545166, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices,", "probability": 5.235185153429968e-08 }, { "score": -4.754375457763672, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 4.302064525803291e-08 }, { "score": -5.427304267883301, "text": "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", "probability": 2.194965260253042e-08 }, { "score": -5.734720230102539, "text": "Any", "probability": 1.614055986710456e-08 }, { "score": -5.866674423217773, "text": "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.", "probability": 1.4145282231549679e-08 }, { "score": -6.030829429626465, "text": "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", "probability": 1.2003834625760333e-08 }, { "score": -6.096769332885742, "text": ".", "probability": 1.1237835420015223e-08 }, { "score": -6.105837821960449, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.\n\nThe", "probability": 1.1136385924352058e-08 }, { "score": -6.226066589355469, "text": "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.", "probability": 9.87482897016044e-09 }, { "score": -6.227611541748047, "text": "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", "probability": 9.859584608455437e-09 }, { "score": -6.313047409057617, "text": "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", "probability": 9.052203162528583e-09 }, { "score": -6.327767372131348, "text": "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.", "probability": 8.919930975451534e-09 }, { "score": -6.3583221435546875, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 8.651506234671055e-09 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.700752258300781, "probability": 0.9893397587875022 }, { "score": 6.087769508361816, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 0.0036112539275691092 }, { "score": 5.748348712921143, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 0.0025718725826095043 }, { "score": 5.3932294845581055, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's", "probability": 0.0018031137591236564 }, { "score": 5.053808689117432, "text": "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", "probability": 0.0012841464304166807 }, { "score": 4.321287631988525, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices,", "probability": 0.0006172835390503905 }, { "score": 3.9818665981292725, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices,", "probability": 0.0004396185544175482 }, { "score": 2.7999613285064697, "text": "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.", "probability": 0.00013482830571950131 }, { "score": 1.715092420578003, "text": "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.", "probability": 4.5564698070936206e-05 }, { "score": 0.9329025745391846, "text": "This", "probability": 2.0841441941655776e-05 }, { "score": 0.8974494338035583, "text": "the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.", "probability": 2.0115492007100242e-05 }, { "score": 0.7068586349487305, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices", "probability": 1.662486499586479e-05 }, { "score": 0.6493849754333496, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n", "probability": 1.569631241034538e-05 }, { "score": 0.6314995288848877, "text": "Any", "probability": 1.54180724934255e-05 }, { "score": 0.5934817790985107, "text": "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", "probability": 1.4842914452120452e-05 }, { "score": 0.36743783950805664, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices", "probability": 1.1839941286330627e-05 }, { "score": 0.3099641799926758, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n", "probability": 1.1178642196289597e-05 }, { "score": 0.2029096484184265, "text": "the posting or transmitting on or through any of i-on's", "probability": 1.0043749286145217e-05 }, { "score": 0.03471565246582031, "text": "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.", "probability": 8.488875006513403e-06 }, { "score": -0.09326505661010742, "text": "This includes, but is not limited to, the", "probability": 7.469109444250738e-06 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Termination For Convenience": [ { "score": 15.033742904663086, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.4990115830786585 }, { "score": 14.987080574035645, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.47626145442470424 }, { "text": "", "score": 11.736175537109375, "probability": 0.01844995516700365 }, { "score": 10.354753494262695, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.004635017143257692 }, { "score": 7.3364410400390625, "text": "at any time effective upon thirty (30) days' written notice.", "probability": 0.000226576519526223 }, { "score": 7.2832512855529785, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice", "probability": 0.00021483987171893763 }, { "score": 7.011778831481934, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice", "probability": 0.00016376304146289782 }, { "score": 6.887502670288086, "text": "at any time effective upon thirty (30) days' written notice.", "probability": 0.00014462502417521175 }, { "score": 6.754504203796387, "text": "\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.0001266143542747994 }, { "score": 6.628782749176025, "text": "thirty (30) days' written notice.", "probability": 0.00011165619152965526 }, { "score": 6.380383491516113, "text": "Either", "probability": 8.709723810638724e-05 }, { "score": 6.320878505706787, "text": "without cause at any time effective upon thirty (30) days' written notice.", "probability": 8.206570345652454e-05 }, { "score": 6.284765720367432, "text": "thirty (30) days' written notice.", "probability": 7.915495624513346e-05 }, { "score": 6.151577949523926, "text": "Either party may terminate this Agreement without cause", "probability": 6.928439025012532e-05 }, { "score": 6.1435956954956055, "text": ".", "probability": 6.873354606088913e-05 }, { "score": 5.921608924865723, "text": "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.", "probability": 5.5050481363745837e-05 }, { "score": 5.888977527618408, "text": "Either party may", "probability": 5.3283100121448754e-05 }, { "score": 5.887781143188477, "text": "Either party may terminate this Agreement without cause", "probability": 5.321939116788409e-05 }, { "score": 5.884261131286621, "text": "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.", "probability": 5.303238759804808e-05 }, { "score": 5.8835368156433105, "text": "without cause at any time effective upon thirty (30) days' written notice.", "probability": 5.29939893180249e-05 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.297480583190918, "probability": 0.999999096732855 }, { "score": -2.700936794281006, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 3.0638655495452627e-07 }, { "score": -3.3413171768188477, "text": "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.", "probability": 1.614938681239419e-07 }, { "score": -3.3417553901672363, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 1.614231148588919e-07 }, { "score": -4.632298946380615, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 4.4410920842161887e-08 }, { "score": -4.779312610626221, "text": "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", "probability": 3.833915661531975e-08 }, { "score": -4.8134870529174805, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 3.705107245846241e-08 }, { "score": -4.869869232177734, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 3.5019852616976686e-08 }, { "score": -5.4387431144714355, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 1.9826932407098008e-08 }, { "score": -5.9058122634887695, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's", "probability": 1.2428249748990302e-08 }, { "score": -6.001279354095459, "text": "Either", "probability": 1.129663615940015e-08 }, { "score": -6.031280517578125, "text": "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.", "probability": 1.0962757350026883e-08 }, { "score": -6.047728061676025, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 1.0783921650663554e-08 }, { "score": -6.076721668243408, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;\n\n 3. physical space for the Hosting Computer at a facility that maintains", "probability": 1.0475746018734647e-08 }, { "score": -6.226386070251465, "text": "I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432\n\nWEB SITE HOSTING AGREEMENT\n\nThis WEB SITE HOSTING AGREEMENT (\"this Agreement\") is entered into this 6th day of April, 1999 by and between Centrack International, a Florida corporation (\"the Customer\"), and i-on interactive, a Florida corporation (\"i-on\").\n\nDEFINITIONS\n\nAs used in this Agreement, the term \"Web site\" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites.\n\nThe term \"Hosted Site\" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement.", "probability": 9.019584603946092e-09 }, { "score": -6.313747406005859, "text": "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.", "probability": 8.265059617388173e-09 }, { "score": -6.366184711456299, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices,", "probability": 7.842829218974524e-09 }, { "score": -6.516232490539551, "text": "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.", "probability": 6.750063146977041e-09 }, { "score": -6.6573686599731445, "text": "SERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 5.8615594768546246e-09 }, { "score": -6.697805404663086, "text": "A Web site may exist on a single computer system with other Web sites.\n\nThe term \"Hosted Site\" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement.", "probability": 5.629265353615797e-09 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Change Of Control": [ { "text": "", "score": 12.292054176330566, "probability": 0.9898151657883836 }, { "score": 7.35597562789917, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.007109555157053316 }, { "score": 6.325199127197266, "text": "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.", "probability": 0.0025361905590688036 }, { "score": 4.198136806488037, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.00030228072349626484 }, { "score": 2.780022621154785, "text": "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).\n\nNothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on.", "probability": 7.32034058785462e-05 }, { "score": 2.6873319149017334, "text": "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", "probability": 6.672310148301286e-05 }, { "score": 1.4347729682922363, "text": "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.", "probability": 1.9067633098507208e-05 }, { "score": 1.3005082607269287, "text": "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).", "probability": 1.6671948688355806e-05 }, { "score": 1.1942405700683594, "text": "Either", "probability": 1.4991148054300979e-05 }, { "score": 1.0047364234924316, "text": "This", "probability": 1.2403215464117715e-05 }, { "score": 0.8597826957702637, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice", "probability": 1.0729554352151235e-05 }, { "score": -0.15929460525512695, "text": "Either party may", "probability": 3.872594600759864e-06 }, { "score": -0.24765348434448242, "text": "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", "probability": 3.54509813687348e-06 }, { "score": -0.4740414619445801, "text": "This Agreement constitutes the entire understanding and agreement between the parties hereto", "probability": 2.8268919724132764e-06 }, { "score": -0.4952336549758911, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 2.7676142628829965e-06 }, { "score": -0.707542896270752, "text": "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).\n\nNothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on", "probability": 2.2382099811698853e-06 }, { "score": -0.7547965049743652, "text": "Either", "probability": 2.1349064366798343e-06 }, { "score": -0.851493239402771, "text": "all of which are merged herein.", "probability": 1.938134839595195e-06 }, { "score": -0.8982391357421875, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice. Notwithstanding", "probability": 1.849619960782641e-06 }, { "score": -0.9009054899215698, "text": "this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 1.8446947879155051e-06 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.075858116149902, "probability": 0.9999626219535491 }, { "score": 1.8185468912124634, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 3.5098624942665497e-05 }, { "score": -2.3058104515075684, "text": "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.", "probability": 5.676811415277154e-07 }, { "score": -2.5744380950927734, "text": "Either", "probability": 4.3395127011642435e-07 }, { "score": -3.4720582962036133, "text": "Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 1.7685179153430381e-07 }, { "score": -3.69667911529541, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.4127258156790453e-07 }, { "score": -3.8207826614379883, "text": "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.", "probability": 1.2478442901129286e-07 }, { "score": -4.02226448059082, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice", "probability": 1.0201357181682449e-07 }, { "score": -4.046683311462402, "text": "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.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 9.955268789413839e-08 }, { "score": -4.154418468475342, "text": "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.", "probability": 8.938490978457732e-08 }, { "score": -4.201241493225098, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice. Notwithstanding", "probability": 8.529610992494781e-08 }, { "score": -4.212872505187988, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 8.430977699435123e-08 }, { "score": -4.4444684982299805, "text": "Either party may", "probability": 6.688012540313082e-08 }, { "score": -4.58233642578125, "text": "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.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 5.826688468444626e-08 }, { "score": -4.787065505981445, "text": "such party's control.", "probability": 4.747982272561139e-08 }, { "score": -4.885026931762695, "text": "this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 4.304918978144216e-08 }, { "score": -4.926754951477051, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 4.128979564293558e-08 }, { "score": -4.942353248596191, "text": "Either party may terminate this Agreement without cause at any time", "probability": 4.065074217258384e-08 }, { "score": -4.963984966278076, "text": ".", "probability": 3.978083946024396e-08 }, { "score": -5.038458824157715, "text": "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,", "probability": 3.692583781841802e-08 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.052867889404297, "probability": 0.9997984794124054 }, { "score": 1.8221174478530884, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 3.603744639616675e-05 }, { "score": 1.6326185464859009, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 2.9816432692136234e-05 }, { "score": 1.5966711044311523, "text": "If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time\n\n3 exceeding such allocation will be billed to the Customer at the rate set forth for such services.", "probability": 2.8763644101067226e-05 }, { "score": 1.3437652587890625, "text": "The Customer is responsible for paying i-on the recurring monthly fee in the amount of $450.", "probability": 2.233614875542942e-05 }, { "score": 1.165913701057434, "text": "exceeding such allocation will be billed to the Customer at the rate set forth for such services.", "probability": 1.8696845666973624e-05 }, { "score": 1.1403512954711914, "text": "Additional Web site administration services will be billed at $200 per hour.\n\n 14. a monthly report of user activity on the Hosted Site.\n\nRESPONSIBILITIES OF THE CUSTOMER\n\nThe Customer is responsible for paying i-on the recurring monthly fee in the amount of $450.", "probability": 1.8224966197045847e-05 }, { "score": 0.9146995544433594, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 1.4543449442539374e-05 }, { "score": 0.08367884159088135, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 6.335191037859886e-06 }, { "score": -0.19423925876617432, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 4.798012976115962e-06 }, { "score": -0.2257544994354248, "text": "If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time\n\n3 exceeding such allocation will be billed to the Customer at the rate set forth for such services", "probability": 4.649160325949289e-06 }, { "score": -0.6379629373550415, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 3.078609981192965e-06 }, { "score": -0.6565119028091431, "text": "exceeding such allocation will be billed to the Customer at the rate set forth for such services", "probability": 3.0220313111183794e-06 }, { "score": -0.8126364946365356, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 2.5852045463916316e-06 }, { "score": -0.9061405658721924, "text": "Additional Web site administration services will be billed at $200 per hour.\n\n 14. a monthly report of user activity on the Hosted Site.", "probability": 2.3544344777448015e-06 }, { "score": -1.1332677602767944, "text": "a monthly report of user activity on the Hosted Site.\n\nRESPONSIBILITIES OF THE CUSTOMER\n\nThe Customer is responsible for paying i-on the recurring monthly fee in the amount of $450.", "probability": 1.8760591264551996e-06 }, { "score": -1.3234694004058838, "text": "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.", "probability": 1.5511114325951931e-06 }, { "score": -1.5268833637237549, "text": "Additional Web site administration services will be billed at $200 per hour.\n\n 14. a monthly report of user activity on the Hosted Site.\n\nRESPONSIBILITIES OF THE CUSTOMER\n\nThe Customer is responsible for paying i-on the recurring monthly fee in the amount of $450. The Customer is responsible for paying the recurring monthly fees by the 5th day of each month beginning in April 1, 1999.", "probability": 1.2656144860258057e-06 }, { "score": -1.8657642602920532, "text": "Web site administration services will be billed at $200 per hour.", "probability": 9.018355139146651e-07 }, { "score": -2.141669750213623, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as", "probability": 6.843891279918819e-07 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.911864280700684, "probability": 0.37749551352611416 }, { "score": 11.489118576049805, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 0.24735213750771545 }, { "score": 11.307540893554688, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 0.20628017071547325 }, { "score": 9.97117805480957, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.05421038298177887 }, { "score": 9.774582862854004, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.04453508324440582 }, { "score": 8.707855224609375, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.015325983069069089 }, { "score": 8.651802062988281, "text": "Additional Web site administration services will be billed at $200 per hour.\n\n 14. a monthly report of user activity on the Hosted Site.\n\nRESPONSIBILITIES OF THE CUSTOMER\n\nThe Customer is responsible for paying i-on the recurring monthly fee in the amount of $450.", "probability": 0.01449054642638322 }, { "score": 7.93541145324707, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;", "probability": 0.007078810297190382 }, { "score": 7.647716045379639, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 0.005309036924206634 }, { "score": 7.468147277832031, "text": "Additional Web site administration services will be billed at $200 per hour", "probability": 0.004436393098308174 }, { "score": 7.432050704956055, "text": "Web site administration services will be billed at $200 per hour.", "probability": 0.004279110274417859 }, { "score": 7.188572406768799, "text": "Additional Web site administration services will be billed at $200 per hour.\n\n 14. a monthly report of user activity on the Hosted Site.", "probability": 0.0033543795151211985 }, { "score": 7.136253356933594, "text": "Additional Web site administration services will be billed at $200 per hour", "probability": 0.0031833934808450566 }, { "score": 6.908207893371582, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 0.0025342615595260964 }, { "score": 6.837427139282227, "text": "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.", "probability": 0.0023610856690169193 }, { "score": 6.610034942626953, "text": "If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time\n\n3 exceeding such allocation will be billed to the Customer at the rate set forth for such services.", "probability": 0.0018808604265644552 }, { "score": 6.537900924682617, "text": "up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.001749964195306664 }, { "score": 6.4998250007629395, "text": "The Customer is responsible for paying i-on the recurring monthly fee in the amount of $450.", "probability": 0.001684585271745648 }, { "score": 6.252486228942871, "text": "exceeding such allocation will be billed to the Customer at the rate set forth for such services.", "probability": 0.0013154523937891234 }, { "score": 6.111830234527588, "text": "13. up to 1 hour per month of Web site administration services at no additional charge,", "probability": 0.0011428494230224186 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.143985748291016, "probability": 0.8313937171295956 }, { "score": 9.90363597869873, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "probability": 0.08847797935638411 }, { "score": 8.98060417175293, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.03515341938320969 }, { "score": 8.216036796569824, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.\n\n Additional Web site administration services will be billed at $200 per hour.", "probability": 0.01636515727068005 }, { "score": 6.868583679199219, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;", "probability": 0.004253326576803778 }, { "score": 6.744795322418213, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.003758098246487448 }, { "score": 6.725930213928223, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.003687865868979964 }, { "score": 6.5573577880859375, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 0.0031157674977393456 }, { "score": 6.34399938583374, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.0025171243207277425 }, { "score": 6.278140544891357, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 0.002356690410611313 }, { "score": 6.257505893707275, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 0.002308559219012527 }, { "score": 5.946686744689941, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as", "probability": 0.0016918193125561518 }, { "score": 5.397280216217041, "text": "up to 1 hour per month of Web site administration services at no additional charge,", "probability": 0.0009766742879960427 }, { "score": 5.1862640380859375, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 0.0007908727152629578 }, { "score": 5.144524574279785, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration", "probability": 0.0007585415487306127 }, { "score": 5.062124729156494, "text": "up to 1 hour per month of Web site administration services at no additional charge", "probability": 0.0006985436932148038 }, { "score": 4.801311016082764, "text": "up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;", "probability": 0.0005381751240529503 }, { "score": 4.482667922973633, "text": "13. up to 1 hour per month of Web site administration services at no additional charge,", "probability": 0.00039132598093708594 }, { "score": 4.463802814483643, "text": "up to 1 hour per month of Web site administration services at no additional charge,", "probability": 0.00038401277297416274 }, { "score": 4.459409236907959, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 0.00038232928404375905 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.013062477111816, "probability": 0.6377621358593316 }, { "score": 10.209802627563477, "text": "up to 150 MB of mirrored computer storage on the Hosting Computer;", "probability": 0.1050782737236721 }, { "score": 9.868910789489746, "text": "up to 150 MB of mirrored computer storage on the Hosting Computer;\n\n 6. archival backups of such mirrored computer storage on a weekly basis;", "probability": 0.07472492454485989 }, { "score": 9.317940711975098, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;", "probability": 0.043070728828859 }, { "score": 8.748310089111328, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.02436659161580227 }, { "score": 8.4425048828125, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 0.017946727596651994 }, { "score": 8.40380859375, "text": "up to 150 MB of mirrored computer storage on the Hosting Computer;\n\n 6. archival backups of such mirrored computer storage on a weekly basis; 2 7. off-site storage of such backups at separate facility than the location of the Hosting Computer;\n\n 8. use of the Microsoft Windows NT Server 4.0 or higher operating system software for the Hosting Computer and the Hosted Site;", "probability": 0.017265520924274965 }, { "score": 8.212139129638672, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.014254063707935109 }, { "score": 8.202117919921875, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 0.014111934090991516 }, { "score": 7.815085411071777, "text": "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.", "probability": 0.009582977236749661 }, { "score": 7.608500957489014, "text": "up to 150 MB of mirrored computer storage on the Hosting Computer;\n\n 6. archival backups of such mirrored computer storage on a weekly basis; 2 7. off-site storage of such backups at separate facility than the location of the Hosting Computer;", "probability": 0.007794387055606988 }, { "score": 7.222474098205566, "text": "up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;", "probability": 0.0052982522769750165 }, { "score": 7.2186970710754395, "text": "up to 150 MB of mirrored computer storage on the Hosting Computer;\n\n 6. archival backups of such mirrored computer storage on a weekly basis", "probability": 0.005278278379105219 }, { "score": 7.058475494384766, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 0.004496855628403093 }, { "score": 6.874399185180664, "text": "If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time\n\n3 exceeding such allocation will be billed to the Customer at the rate set forth for such services.", "probability": 0.0037408097328027923 }, { "score": 6.751788139343262, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.003309148972258364 }, { "score": 6.703177452087402, "text": "1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.\n\n Additional Web site administration services will be billed at $200 per hour.", "probability": 0.0031521361346692734 }, { "score": 6.652843475341797, "text": "up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.002997403411108351 }, { "score": 6.63740348815918, "text": "5. up to 150 MB of mirrored computer storage on the Hosting Computer;", "probability": 0.002951478989436242 }, { "score": 6.5909013748168945, "text": ". up to 150 MB of mirrored computer storage on the Hosting Computer;", "probability": 0.002817371290506534 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.135379791259766, "probability": 0.999992619166959 }, { "score": -0.1808396577835083, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 4.478480111597152e-06 }, { "score": -2.028704881668091, "text": "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.", "probability": 7.056884020227128e-07 }, { "score": -2.8964767456054688, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 2.963087305018602e-07 }, { "score": -2.9855637550354004, "text": "SERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 2.71053145305385e-07 }, { "score": -3.2100818157196045, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 2.165446689177806e-07 }, { "score": -3.268872022628784, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 2.0418095647461185e-07 }, { "score": -3.590061664581299, "text": "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.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.480895265860013e-07 }, { "score": -3.6443212032318115, "text": "I-on.", "probability": 1.4026836233808943e-07 }, { "score": -3.789487838745117, "text": "The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide content creation or maintenance services for the Hosted Site.\n\nThe Customer is solely responsible for all customer support required by users of Hosted Site. In the case of a problem with the Hosted Site that is the responsibility of i-on according to this Agreement, the Customer shall directly notify i-on, which shall report the resolution of such problem directly to the Customer. If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time\n\n3 exceeding such allocation will be billed to the Customer at the rate set forth for such services. At no time will i-on take responsibility for directly interacting with the Customer's users. The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide \"help desk\" services to the users of the Hosted Site.\n\nThe Customer is solely responsible for all marketing and promotion of the Hosted Site and is solely responsible for generating traffic to the Hosted Site.", "probability": 1.213150433616653e-07 }, { "score": -3.794820785522461, "text": "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.", "probability": 1.2066979874896164e-07 }, { "score": -3.8201122283935547, "text": "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.", "probability": 1.1765615575721018e-07 }, { "score": -3.93037748336792, "text": "The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide content creation or maintenance services for the Hosted Site.\n\nThe Customer is solely responsible for all customer support required by users of Hosted Site. In the case of a problem with the Hosted Site that is the responsibility of i-on according to this Agreement, the Customer shall directly notify i-on, which shall report the resolution of such problem directly to the Customer. If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time\n\n3 exceeding such allocation will be billed to the Customer at the rate set forth for such services.", "probability": 1.0537244628219558e-07 }, { "score": -4.183506965637207, "text": "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.", "probability": 8.180772683139686e-08 }, { "score": -4.264500141143799, "text": "The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide content creation or maintenance services for the Hosted Site.\n\nThe Customer is solely responsible for all customer support required by users of Hosted Site. In the case of a problem with the Hosted Site that is the responsibility of i-on according to this Agreement, the Customer shall directly notify i-on, which shall report the resolution of such problem directly to the Customer. If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time\n\n3 exceeding such allocation will be billed to the Customer at the rate set forth for such services. At no time will i-on take responsibility for directly interacting with the Customer's users.", "probability": 7.544308445441372e-08 }, { "score": -4.305346965789795, "text": "i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 7.242356276774102e-08 }, { "score": -4.414689064025879, "text": "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.", "probability": 6.49221981085757e-08 }, { "score": -4.576314926147461, "text": "Under", "probability": 5.5233173317875876e-08 }, { "score": -4.590529918670654, "text": "The", "probability": 5.4453588197717653e-08 }, { "score": -4.657576560974121, "text": "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.\n\nThe Customer is solely responsible for all content on the Hosted Site, including but not limited to, HTML pages, graphics, sounds, animations, video clips, Java applets, client-site scripts such as JavaScript and VBScript features, ActiveX controls, and other files and/or executable components for use or download by the users of the Hosted Site, as well as the accuracy and validity of any information or data contained within, as well as the overall look-and-feel of the Hosted Site from a user's perspective.", "probability": 5.092235918655228e-08 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.13557243347168, "probability": 0.7977664407597335 }, { "score": 10.194720268249512, "text": "Nothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on.", "probability": 0.11454453606513866 }, { "score": 9.889578819274902, "text": "Nothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on.", "probability": 0.0844215127614587 }, { "score": 6.075276851654053, "text": "Nothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on", "probability": 0.0018617563047004136 }, { "score": 5.574633598327637, "text": "Nothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on", "probability": 0.0011284861437286726 }, { "score": 2.4239840507507324, "text": "Nothing", "probability": 4.8326630755848876e-05 }, { "score": 2.2260336875915527, "text": "Nothing", "probability": 3.964767891250752e-05 }, { "score": 1.9909539222717285, "text": "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.", "probability": 3.134179911532923e-05 }, { "score": 1.8557716608047485, "text": "The parties understand that work i-on does in the development and maintenance of Web content and applications for Centrack International is governed by separate agreement(s).\n\nNothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on.", "probability": 2.7378838026030515e-05 }, { "score": 1.8211536407470703, "text": "Nothing contained herein shall be deemed or construed to create a joint venture or partnership", "probability": 2.6447254680394757e-05 }, { "score": 1.7400193214416504, "text": "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.", "probability": 2.4386215662745342e-05 }, { "score": 1.045569896697998, "text": "Nothing contained herein shall be deemed or construed to create a joint venture", "probability": 1.2177239761911009e-05 }, { "score": 1.012617588043213, "text": "Nothing contained herein shall be deemed or construed to create a joint venture or partnership", "probability": 1.178251092940666e-05 }, { "score": 0.8790874481201172, "text": "Customer and i-on.", "probability": 1.030970997821114e-05 }, { "score": 0.8734853267669678, "text": ".", "probability": 1.0252115208869311e-05 }, { "score": 0.8212790489196777, "text": "Nothing contained herein shall be deemed or construed to create a joint venture or partnership between", "probability": 9.73062149528793e-06 }, { "score": 0.47182559967041016, "text": "the Customer and i-on.", "probability": 6.860801825143573e-06 }, { "score": 0.44419431686401367, "text": "joint venture or partnership between the Customer and i-on.", "probability": 6.673824181815944e-06 }, { "score": 0.3341348171234131, "text": "i-on.", "probability": 5.9782837981204946e-06 }, { "score": 0.33349180221557617, "text": "Nothing contained herein shall be deemed or construed to create a joint venture", "probability": 5.974440908165198e-06 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__License Grant": [ { "text": "", "score": 11.612247467041016, "probability": 0.9885998616607512 }, { "score": 6.057737350463867, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.003825845713321798 }, { "score": 5.829011917114258, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 0.003043639827870806 }, { "score": 5.448326110839844, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.0020800008549299886 }, { "score": 3.983264923095703, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 0.0004806130113026737 }, { "score": 3.731837272644043, "text": "The Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 0.00037376779870474855 }, { "score": 3.6120519638061523, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 0.0003315734775122935 }, { "score": 3.373853921890259, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 0.00026129535471342935 }, { "score": 3.100879192352295, "text": "The Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 0.0001988750355138701 }, { "score": 2.919307231903076, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.00016585347283410516 }, { "score": 2.461158037185669, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 0.00010489454478198817 }, { "score": 2.4070661067962646, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site", "probability": 9.937132385893215e-05 }, { "score": 2.3481380939483643, "text": "13. up to 1 hour per month of Web site administration services at no additional charge,", "probability": 9.368476351850014e-05 }, { "score": 2.0136666297912598, "text": "up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 6.705170932361863e-05 }, { "score": 1.8306968212127686, "text": "13. up to 1 hour per month of Web site administration services at no additional charge", "probability": 5.584021418244338e-05 }, { "score": 1.8055498600006104, "text": "Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);\n\n 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 5.4453511239842705e-05 }, { "score": 1.73872709274292, "text": "up to 1 hour per month of Web site administration services at no additional charge,", "probability": 5.093368872486465e-05 }, { "score": 1.5047054290771484, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 4.030610321216259e-05 }, { "score": 1.4850990772247314, "text": "Web site administration services at no additional charge, limited to:", "probability": 3.9523544202828296e-05 }, { "score": 1.2929561138153076, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 3.261438950009852e-05 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.008346557617188, "probability": 0.9999840504578795 }, { "score": 0.40711426734924316, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 9.154653397350691e-06 }, { "score": -1.4502562284469604, "text": "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.", "probability": 1.4288812883026786e-06 }, { "score": -1.6099343299865723, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.2180043256171359e-06 }, { "score": -2.0216739177703857, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 8.06923938685684e-07 }, { "score": -2.090974807739258, "text": "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.", "probability": 7.528970675088283e-07 }, { "score": -2.1153883934020996, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 7.34738707683741e-07 }, { "score": -2.4661035537719727, "text": "SERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 5.173914661451481e-07 }, { "score": -3.2475430965423584, "text": "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.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 2.3683417983603349e-07 }, { "score": -3.458325147628784, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site", "probability": 1.9182398025475603e-07 }, { "score": -3.593799352645874, "text": "Under", "probability": 1.6752020603160223e-07 }, { "score": -3.715599775314331, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;\n\n 3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer;", "probability": 1.4830983338740946e-07 }, { "score": -3.8220531940460205, "text": "The Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 1.333330502901691e-07 }, { "score": -4.176023960113525, "text": "The", "probability": 9.358586616271153e-08 }, { "score": -4.342404365539551, "text": "A Web site may exist on a single computer system with other Web sites.\n\nThe term \"Hosted Site\" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement.\n\nThe term \"Hosting Computer\" shall mean the computer system and related equipment on which the Hosted Site exists.\n\nSERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 7.924140591153215e-08 }, { "score": -4.521970748901367, "text": "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.", "probability": 6.621669230351641e-08 }, { "score": -4.632436752319336, "text": "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", "probability": 5.929153679426309e-08 }, { "score": -4.723653793334961, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider", "probability": 5.412247512776721e-08 }, { "score": -4.73304557800293, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 5.361654799381548e-08 }, { "score": -4.7606611251831055, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites)", "probability": 5.2156155264239916e-08 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.090028762817383, "probability": 0.9976984186539538 }, { "score": 5.159876346588135, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "probability": 0.0009756012110499118 }, { "score": 4.921895980834961, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.0007689865983083365 }, { "score": 3.1763312816619873, "text": "The Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 0.00013422383848157719 }, { "score": 3.023163318634033, "text": "up to 1 hour per month of Web site administration services at no additional charge,", "probability": 0.00011516212057363253 }, { "score": 2.828150510787964, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 9.475817044737785e-05 }, { "score": 1.9930475950241089, "text": "The Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 4.1108921090666515e-05 }, { "score": 1.9507036209106445, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 3.940454567071085e-05 }, { "score": 1.4956717491149902, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 2.499933714224332e-05 }, { "score": 1.320837140083313, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;", "probability": 2.0989340238881945e-05 }, { "score": 0.9337634444236755, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.425262364940434e-05 }, { "score": 0.6721413135528564, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.0971696097023166e-05 }, { "score": 0.644965410232544, "text": "up to 1 hour per month of Web site administration services at no additional charge", "probability": 1.0677545353743804e-05 }, { "score": 0.5963404178619385, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration", "probability": 1.0170770598834163e-05 }, { "score": 0.3741295337677002, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 8.144208774531031e-06 }, { "score": 0.3730200529098511, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 8.13517794148793e-06 }, { "score": 0.17771077156066895, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 6.691836379438501e-06 }, { "score": 0.15807563066482544, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.\n\nThe Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 6.561722808714947e-06 }, { "score": 0.0496978759765625, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.\n\n Additional Web site administration services will be billed at $200 per hour.", "probability": 5.8877589245520565e-06 }, { "score": -0.14339041709899902, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;\n\n 3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting", "probability": 4.853922514702132e-06 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.150106430053711, "probability": 0.9995655038551736 }, { "score": 3.683459997177124, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "probability": 0.00021027780438773308 }, { "score": 3.412444829940796, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.00016035889023429222 }, { "score": 1.1995809078216553, "text": "up to 1 hour per month of Web site administration services at no additional charge,", "probability": 1.754116571595887e-05 }, { "score": 0.9276081919670105, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.336417647034534e-05 }, { "score": 0.7936661243438721, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 1.1688853105998452e-05 }, { "score": -0.023527532815933228, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "probability": 5.162608652366914e-06 }, { "score": -0.2945426106452942, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 3.93703116044698e-06 }, { "score": -0.6134729385375977, "text": "up to 1 hour per month of Web site administration services at no additional charge", "probability": 2.8619310772102654e-06 }, { "score": -1.1319911479949951, "text": "The Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 1.7039999334465606e-06 }, { "score": -1.4041118621826172, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.2980429085399927e-06 }, { "score": -1.4193902015686035, "text": "up", "probability": 1.2783616993856238e-06 }, { "score": -1.7135202884674072, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 9.526089921033821e-07 }, { "score": -1.760441780090332, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 9.089435910821977e-07 }, { "score": -2.069221019744873, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration", "probability": 6.674762416332796e-07 }, { "score": -2.0858778953552246, "text": "11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);\n\n 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 6.564502570604406e-07 }, { "score": -2.197781562805176, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 5.869521225308815e-07 }, { "score": -2.507406711578369, "text": "13. up to 1 hour per month of Web site administration services at no additional charge,", "probability": 4.306596507651318e-07 }, { "score": -2.554074764251709, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords;", "probability": 4.1102336090890447e-07 }, { "score": -2.558605670928955, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited", "probability": 4.091652650267323e-07 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.8192138671875, "probability": 0.5512110887970215 }, { "score": 10.242868423461914, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.11395144006773246 }, { "score": 9.657742500305176, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.06347502174528873 }, { "score": 9.587458610534668, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.05916691872626677 }, { "score": 9.50517749786377, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 0.05449350213768479 }, { "score": 9.205552101135254, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 0.04038490477659812 }, { "score": 8.531707763671875, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords;", "probability": 0.020586010301924154 }, { "score": 8.390581130981445, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.017876466029392427 }, { "score": 8.133807182312012, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 0.01382821613496782 }, { "score": 7.872429847717285, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords;", "probability": 0.010647592577943977 }, { "score": 7.7313032150268555, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.009246149410341806 }, { "score": 7.548681259155273, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 0.00770281024394167 }, { "score": 7.499510765075684, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords;", "probability": 0.007333220182716186 }, { "score": 7.478396892547607, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to", "probability": 0.007180010621764896 }, { "score": 7.358384132385254, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 0.006368016898841625 }, { "score": 7.134740829467773, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;", "probability": 0.005091868213812585 }, { "score": 6.769263744354248, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;", "probability": 0.0035330718825949733 }, { "score": 6.541717529296875, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other", "probability": 0.002814040917181608 }, { "score": 6.4952778816223145, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 0.0026863458538623143 }, { "score": 6.392228126525879, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 0.0024233044801217495 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.050241470336914, "probability": 0.9999961293999016 }, { "score": -1.4990495443344116, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.3050164847475835e-06 }, { "score": -2.261718988418579, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 6.086853743829082e-07 }, { "score": -2.692807674407959, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 3.9552453536076824e-07 }, { "score": -3.2546420097351074, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 2.2551315319516882e-07 }, { "score": -3.316781520843506, "text": "SERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 2.1192638528703152e-07 }, { "score": -3.6627917289733887, "text": "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.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.4993903333297934e-07 }, { "score": -3.810408592224121, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 1.293616413959293e-07 }, { "score": -3.8356239795684814, "text": "11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);\n\n 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.2614051909213388e-07 }, { "score": -3.918722152709961, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 1.1608217474620653e-07 }, { "score": -4.170178413391113, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 9.027333132242501e-08 }, { "score": -4.291353225708008, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 7.997125601469305e-08 }, { "score": -4.337821006774902, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 7.634018641563104e-08 }, { "score": -4.397458076477051, "text": "11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);\n\n 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 7.19205774739969e-08 }, { "score": -4.534611701965332, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;\n\n 3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer;", "probability": 6.270296868941366e-08 }, { "score": -4.732012748718262, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 5.1470444374287335e-08 }, { "score": -4.853187561035156, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 4.5596590088657175e-08 }, { "score": -4.930333137512207, "text": "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.\n\nTERM AND TERMINATION\n\nThe term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 4.221127470617547e-08 }, { "score": -4.955312252044678, "text": "A Web site may exist on a single computer system with other Web sites.\n\nThe term \"Hosted Site\" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement.\n\nThe term \"Hosting Computer\" shall mean the computer system and related equipment on which the Hosted Site exists.\n\nSERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 4.1169934464634076e-08 }, { "score": -4.965460777282715, "text": "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.", "probability": 4.075423329043834e-08 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.328316688537598, "probability": 0.9999996507776434 }, { "score": -3.408663272857666, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 1.4639164442939254e-07 }, { "score": -3.816441774368286, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 9.736891626112943e-08 }, { "score": -5.780486106872559, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 1.3659874849991804e-08 }, { "score": -6.2911787033081055, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 8.197015264528246e-09 }, { "score": -6.496864318847656, "text": "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.\n\nTERM AND TERMINATION\n\nThe term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 6.673099738187807e-09 }, { "score": -6.5199785232543945, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.\n\nThe Customer expressly agrees to use all of i-on's services only for lawful purposes. Transmission or storage of any information, data, or material in violation of United States or state regulation or law is prohibited, including but not limited to, material protected by copyright, trademark, trade secret, or any other statute.\n\nTERM AND TERMINATION\n\nThe term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 6.520625297939783e-09 }, { "score": -6.543521881103516, "text": "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.", "probability": 6.3689009417622105e-09 }, { "score": -6.566612243652344, "text": "3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer;\n\n 4. an emergency electrical power backup system for the Hosting Computer;\n\n 5. up to 150 MB of mirrored computer storage on the Hosting Computer;\n\n 6. archival backups of such mirrored computer storage on a weekly basis;", "probability": 6.223525554211203e-09 }, { "score": -6.566695213317871, "text": "The Customer expressly agrees to use all of i-on's services only for lawful purposes.", "probability": 6.223009211798244e-09 }, { "score": -6.589879989624023, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 6.08038982308887e-09 }, { "score": -6.629420280456543, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 5.8446605545019716e-09 }, { "score": -6.644201278686523, "text": "SERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 5.7589059676736504e-09 }, { "score": -6.653374671936035, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 5.7063188285704575e-09 }, { "score": -6.747159957885742, "text": "2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;\n\n 3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer;\n\n 4. an emergency electrical power backup system for the Hosting Computer;\n\n 5. up to 150 MB of mirrored computer storage on the Hosting Computer;\n\n 6. archival backups of such mirrored computer storage on a weekly basis;", "probability": 5.1954790881030956e-09 }, { "score": -6.753346920013428, "text": "i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 5.163434088568548e-09 }, { "score": -6.806194305419922, "text": "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.", "probability": 4.8976450804481035e-09 }, { "score": -6.867594242095947, "text": "a monthly report of user activity on the Hosted Site.", "probability": 4.605975844780485e-09 }, { "score": -6.955718517303467, "text": "Either", "probability": 4.217448320948173e-09 }, { "score": -6.97776460647583, "text": "The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide content creation or maintenance services for the Hosted Site.\n\nThe Customer is solely responsible for all customer support required by users of Hosted Site. In the case of a problem with the Hosted Site that is the responsibility of i-on according to this Agreement, the Customer shall directly notify i-on, which shall report the resolution of such problem directly to the Customer. If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time\n\n3 exceeding such allocation will be billed to the Customer at the rate set forth for such services. At no time will i-on take responsibility for directly interacting with the Customer's users.", "probability": 4.125487492114794e-09 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.341567993164062, "probability": 0.9999702035457005 }, { "score": 0.9262280464172363, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.1024728711011951e-05 }, { "score": 0.327484130859375, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 6.058104114629639e-06 }, { "score": 0.21503138542175293, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 5.4137615842303575e-06 }, { "score": -0.6156296730041504, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 2.359106852080043e-06 }, { "score": -1.425418734550476, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.049689108675708e-06 }, { "score": -1.6306073665618896, "text": "Additional Web site administration services will be billed at $200 per hour.\n\n 14. a monthly report of user activity on the Hosted Site.", "probability": 8.54965126445809e-07 }, { "score": -2.3023784160614014, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 4.36718852890579e-07 }, { "score": -2.3393447399139404, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 4.208697094194133e-07 }, { "score": -2.441732406616211, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 3.7991047781472875e-07 }, { "score": -2.5498805046081543, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other", "probability": 3.409676286990363e-07 }, { "score": -2.6896703243255615, "text": "13. up to 1 hour per month of Web site administration services at no additional charge,", "probability": 2.9648532483499566e-07 }, { "score": -2.93351411819458, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 2.3232887410886095e-07 }, { "score": -3.3209595680236816, "text": "Hosted Site's static content (such as HTML Web pages and computer graphics);\n\n 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.5770220543280326e-07 }, { "score": -3.4151735305786133, "text": "SERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.4352288736369013e-07 }, { "score": -3.4309604167938232, "text": "Under", "probability": 1.4127489892828392e-07 }, { "score": -3.4516947269439697, "text": "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.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.3837582041554087e-07 }, { "score": -3.486008644104004, "text": "Additional", "probability": 1.3370814507456748e-07 }, { "score": -3.65451717376709, "text": "11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);\n\n 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.1297322831957174e-07 }, { "score": -3.7639691829681396, "text": "Additional Web site administration services will be billed at $200 per hour.\n\n 14. a monthly report of user activity on the Hosted Site.", "probability": 1.0126074906088438e-07 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Audit Rights": [ { "text": "", "score": 12.286746978759766, "probability": 0.9999980996177315 }, { "score": -1.2637383937835693, "text": "a monthly report of user activity on the Hosted Site.", "probability": 1.303461326570049e-06 }, { "score": -3.1810414791107178, "text": "14. a monthly report of user activity on the Hosted Site.", "probability": 1.9161257189295215e-07 }, { "score": -3.577040195465088, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "probability": 1.2895670944435093e-07 }, { "score": -4.136555194854736, "text": "a monthly report of user activity on the Hosted Site", "probability": 7.369697569061606e-08 }, { "score": -5.0141801834106445, "text": "and consultation on site operation and administration.", "probability": 3.064093237466437e-08 }, { "score": -5.320662021636963, "text": "Additional Web site administration services will be billed at $200 per hour.\n\n 14. a monthly report of user activity on the Hosted Site.", "probability": 2.255270323540704e-08 }, { "score": -5.401888847351074, "text": "a monthly report of user activity on the Hosted Site.\n\nRESPONSIBILITIES OF THE CUSTOMER", "probability": 2.0793243671424665e-08 }, { "score": -5.626903057098389, "text": "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.", "probability": 1.660350637894192e-08 }, { "score": -5.802258014678955, "text": "consultation on site operation and administration.", "probability": 1.3932983503228552e-08 }, { "score": -5.901484966278076, "text": "importing or exporting of database records; and consultation on site operation and administration.", "probability": 1.2616834473349677e-08 }, { "score": -5.91762113571167, "text": "monthly report of user activity on the Hosted Site.", "probability": 1.2414880855440234e-08 }, { "score": -5.941124439239502, "text": "importing or exporting of database records; and consultation on site operation and administration.\n\n Additional Web site administration services will be billed at $200 per hour.\n\n 14. a monthly report of user activity on the Hosted Site.", "probability": 1.2126492457936984e-08 }, { "score": -6.053858280181885, "text": "14. a monthly report of user activity on the Hosted Site", "probability": 1.083366783882286e-08 }, { "score": -6.08770751953125, "text": "Hosted Site.", "probability": 1.0473093435080103e-08 }, { "score": -6.163311004638672, "text": ".", "probability": 9.710482316035492e-09 }, { "score": -6.266577243804932, "text": "a", "probability": 8.757756054723725e-09 }, { "score": -6.444855690002441, "text": "user activity on the Hosted Site.", "probability": 7.327696923326191e-09 }, { "score": -6.48723030090332, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;\n\n\n\n\n\n answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration", "probability": 7.023675502674496e-09 }, { "score": -6.512744903564453, "text": "a monthly report of user activity on the Hosted Site.\n\nRESPONSIBILITIES OF THE CUSTOMER\n\nThe Customer is responsible for paying i-on the recurring monthly fee in the amount of $450.", "probability": 6.846736081303694e-09 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Uncapped Liability": [ { "score": 14.072001457214355, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 0.2920388437914552 }, { "score": 13.829893112182617, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.22924205981978446 }, { "score": 13.809927940368652, "text": "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.", "probability": 0.22471058902737365 }, { "score": 13.410171508789062, "text": "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.", "probability": 0.15066470507697954 }, { "text": "", "score": 12.339715957641602, "probability": 0.05165573992339594 }, { "score": 11.827609062194824, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages", "probability": 0.030953758361451342 }, { "score": 10.503665924072266, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees", "probability": 0.008236300601337173 }, { "score": 10.241592407226562, "text": "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", "probability": 0.00633745818023657 }, { "score": 9.413296699523926, "text": "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", "probability": 0.002768157848754574 }, { "score": 8.367631912231445, "text": "Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 0.0009728914892266494 }, { "score": 8.12552261352539, "text": "Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.0007636909987052246 }, { "score": 7.652061462402344, "text": "LIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 0.00047565942491820703 }, { "score": 7.4099531173706055, "text": "LIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.00037337891400094064 }, { "score": 6.680331230163574, "text": "'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.", "probability": 0.00018000270382644836 }, { "score": 6.508649826049805, "text": "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.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 0.00015160682135201238 }, { "score": 6.305140495300293, "text": "-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.", "probability": 0.0001236903341842677 }, { "score": 6.266541481018066, "text": "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.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.00011900697714816213 }, { "score": 6.123239517211914, "text": "Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages", "probability": 0.00010311863887168072 }, { "score": 5.6817779541015625, "text": "i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.\n\nINDEMNIFICATION\n\nThe Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse i-on for all legal and other expenses, including attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding whether or not in connection with pending or threatened litigation in which i-on is a party.", "probability": 6.63151644632018e-05 }, { "score": 5.6309051513671875, "text": "'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.", "probability": 6.302590253486566e-05 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Cap On Liability": [ { "score": 14.489316940307617, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 0.2956158281844476 }, { "score": 14.324417114257812, "text": "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.", "probability": 0.2506759094846982 }, { "score": 14.108329772949219, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.2019607893110875 }, { "score": 13.981900215148926, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.17797516328277427 }, { "text": "", "score": 12.146865844726562, "probability": 0.028406262687291142 }, { "score": 11.447796821594238, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages", "probability": 0.014119271184193597 }, { "score": 11.249536514282227, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees", "probability": 0.011580009674234566 }, { "score": 11.084637641906738, "text": "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", "probability": 0.009819610279711979 }, { "score": 10.341609954833984, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages", "probability": 0.004670909227481894 }, { "score": 9.563322067260742, "text": "Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.0021448419368469097 }, { "score": 8.905879020690918, "text": "LIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 0.0011114025919163404 }, { "score": 8.524892807006836, "text": "LIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.0007592961450878669 }, { "score": 7.44822359085083, "text": "Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 0.00025871385994679464 }, { "score": 7.06723690032959, "text": "Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.00017674994128780397 }, { "score": 7.029218673706055, "text": "Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages", "probability": 0.00017015635437545132 }, { "score": 6.730997562408447, "text": "LIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.00012627936493811247 }, { "score": 6.669361114501953, "text": "'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.", "probability": 0.00011873097110789596 }, { "score": 6.580835819244385, "text": "-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.", "probability": 0.00010867207827278541 }, { "score": 6.558652877807617, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.\n\nINDEMNIFICATION\n\nThe Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse i-on for all legal and other expenses, including attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding whether or not in connection with pending or threatened litigation in which i-on is a party.", "probability": 0.00010628795314350577 }, { "score": 6.447592735290527, "text": "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.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 9.511548715563911e-05 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.16191291809082, "probability": 0.4660037039709645 }, { "score": 11.860815048217773, "text": "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.", "probability": 0.34484523171589265 }, { "score": 10.781280517578125, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 0.11716242055732642 }, { "score": 9.826980590820312, "text": "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", "probability": 0.04511709653430927 }, { "score": 8.74744701385498, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees", "probability": 0.01532871211043744 }, { "score": 7.918481349945068, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.006690991131641878 }, { "score": 6.58416748046875, "text": "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.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 0.001761997563849111 }, { "score": 6.128984451293945, "text": "'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.", "probability": 0.001117691185096212 }, { "score": 5.756803512573242, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages", "probability": 0.0007703457622904055 }, { "score": 4.797332286834717, "text": "-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.", "probability": 0.00029511592057476007 }, { "score": 4.5503339767456055, "text": "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.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees", "probability": 0.00023052744444042802 }, { "score": 4.095150947570801, "text": "'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", "probability": 0.000146230901710763 }, { "score": 3.839285135269165, "text": "i", "probability": 0.00011321866968205108 }, { "score": 3.721367835998535, "text": "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.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages.", "probability": 0.00010062530627083933 }, { "score": 3.6900219917297363, "text": "Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 9.752004388182936e-05 }, { "score": 3.410983085632324, "text": "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.", "probability": 7.377493420927274e-05 }, { "score": 2.763498544692993, "text": "-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", "probability": 3.861089490668719e-05 }, { "score": 2.759751558303833, "text": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i", "probability": 3.8466491117466194e-05 }, { "score": 2.6891555786132812, "text": "The Customer is responsible for paying i-on the recurring monthly fee in the amount of $450.", "probability": 3.584454960070381e-05 }, { "score": 2.5717644691467285, "text": "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", "probability": 3.1874311797143226e-05 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.826820373535156, "probability": 0.9817315113524714 }, { "score": 7.807056427001953, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 0.01762915233472091 }, { "score": 3.650656223297119, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 0.00027614027785198423 }, { "score": 2.8799679279327393, "text": "The Customer is responsible for paying the recurring monthly fees by the 5th day of each month beginning in April 1, 1999.", "probability": 0.00012776858453595187 }, { "score": 1.9309066534042358, "text": "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.", "probability": 4.945976050047347e-05 }, { "score": 1.1032581329345703, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof", "probability": 2.161766704927571e-05 }, { "score": 0.9180667400360107, "text": "The Customer is responsible for paying the recurring monthly fees by the 5th day of each month beginning in April 1, 1999", "probability": 1.796309735324617e-05 }, { "score": 0.9000579714775085, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.764249954084932e-05 }, { "score": 0.8992977142333984, "text": "The", "probability": 1.7629091800081002e-05 }, { "score": 0.8610506057739258, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "probability": 1.6967561466037724e-05 }, { "score": 0.6268297433853149, "text": "SERVICES PROVIDED TO THE CUSTOMER", "probability": 1.342451495519527e-05 }, { "score": 0.5300103425979614, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six", "probability": 1.2185699706072983e-05 }, { "score": 0.4658546447753906, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither", "probability": 1.1428467721006546e-05 }, { "score": 0.34443795680999756, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 1.012179199916886e-05 }, { "score": 0.33692604303359985, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.0046042837197985e-05 }, { "score": 0.19028246402740479, "text": "SERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 8.675779957331399e-06 }, { "score": 0.0662543773651123, "text": "April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "probability": 7.66379386482815e-06 }, { "score": -0.020188093185424805, "text": "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.", "probability": 7.029142163039128e-06 }, { "score": -0.04589402675628662, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 6.850754139923526e-06 }, { "score": -0.06489896774291992, "text": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. This", "probability": 6.721785365558735e-06 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Insurance": [ { "text": "", "score": 12.195161819458008, "probability": 0.99999885054008 }, { "score": -2.8403830528259277, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 2.9521969713190387e-07 }, { "score": -3.235307455062866, "text": "Additional Web site administration services will be billed at $200 per hour.", "probability": 1.9889865287575241e-07 }, { "score": -3.5887720584869385, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.396767479312174e-07 }, { "score": -4.144936561584473, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 8.009122571536964e-08 }, { "score": -4.545285701751709, "text": "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.", "probability": 5.366801317806569e-08 }, { "score": -4.547584533691406, "text": "SERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 5.3544781134380494e-08 }, { "score": -4.6062421798706055, "text": "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.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 5.049431159013347e-08 }, { "score": -4.661374568939209, "text": "Additional Web site administration services will be billed at $200 per hour.\n\n 14. a monthly report of user activity on the Hosted Site.", "probability": 4.778578924128062e-08 }, { "score": -4.813485145568848, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;", "probability": 4.104289430837318e-08 }, { "score": -4.83100700378418, "text": "11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);\n\n 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 4.033001029860422e-08 }, { "score": -5.297939300537109, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;", "probability": 2.528379223920823e-08 }, { "score": -5.36138916015625, "text": "computer storage, per #5 above;\n\n 11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);\n\n 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 2.3729374424315087e-08 }, { "score": -5.640525817871094, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:\n\n requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;", "probability": 1.794976548877474e-08 }, { "score": -5.643432140350342, "text": "up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.789767341668475e-08 }, { "score": -5.761594772338867, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n 1. connectivity to the Internet via a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider;\n\n 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;\n\n 3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer;", "probability": 1.5903005168717196e-08 }, { "score": -5.884521007537842, "text": "i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 1.406348694826949e-08 }, { "score": -6.064211845397949, "text": "12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;\n\n 13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 1.1750443947353106e-08 }, { "score": -6.083424091339111, "text": "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", "probability": 1.1526846312338552e-08 }, { "score": -6.166927337646484, "text": "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.\n\nThe Customer shall use i-on's resources in a manner that is clearly consistent with the purposes of the products and services offered. The Customer shall comply with applicable laws, standards, policies, and procedures. The Customer incurs the responsibility to determine what restrictions apply and to review the policies and procedures that will be updated continually. The customer is responsible to use the resources with sensitivity to the rights of others. Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited.", "probability": 1.0603408758169543e-08 } ], "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.149677276611328, "probability": 0.9999549741331126 }, { "score": 1.3157936334609985, "text": "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.", "probability": 1.971898521043636e-05 }, { "score": 0.7693476676940918, "text": "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", "probability": 1.141737048163579e-05 }, { "score": -0.09898662567138672, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 4.7912993074307665e-06 }, { "score": -0.9550345540046692, "text": "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.", "probability": 2.035524856673856e-06 }, { "score": -1.0594861507415771, "text": "i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.\n\nINDEMNIFICATION\n\nThe Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse i-on for all legal and other expenses, including attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding whether or not in connection with pending or threatened litigation in which i-on is a party.", "probability": 1.8336382423133672e-06 }, { "score": -1.2259563207626343, "text": "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.", "probability": 1.552446282697116e-06 }, { "score": -1.3578616380691528, "text": "This includes, but is not limited to, the posting or transmitting on or through any of i-on's", "probability": 1.360601139468129e-06 }, { "score": -2.1921844482421875, "text": "Any", "probability": 5.907300147606445e-07 }, { "score": -2.4478073120117188, "text": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "probability": 4.5748139693093016e-07 }, { "score": -2.9915809631347656, "text": "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.", "probability": 2.65592338272267e-07 }, { "score": -3.568570137023926, "text": "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", "probability": 1.4915311510035335e-07 }, { "score": -3.6995186805725098, "text": "this Agreement without cause at any time effective upon thirty (30) days' written notice. Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 1.308464963949853e-07 }, { "score": -3.7983694076538086, "text": "Either", "probability": 1.1853095212085538e-07 }, { "score": -3.8039703369140625, "text": "this Agreement without cause at any time effective upon thirty (30) days' written notice. Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.\n\nINDEMNIFICATION\n\nThe Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse i-on for all legal and other expenses, including attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding whether or not in connection with pending or threatened litigation in which i-on is a party.", "probability": 1.1786892435888006e-07 }, { "score": -3.866748332977295, "text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice. 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This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n", "probability": 1.0954509097814572e-07 }, { "score": -3.980039596557617, "text": "Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that", "probability": 9.884015377306635e-08 }, { "score": -4.099535942077637, "text": "Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "probability": 8.770751551029329e-08 }, { "score": -4.2039875984191895, "text": "Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.\n\nINDEMNIFICATION\n\nThe Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse 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"probability": 2.527029008757442e-06 }, { "score": -2.750727891921997, "text": "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", "probability": 3.444342680779493e-07 }, { "score": -2.9805831909179688, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 2.737042022491212e-07 }, { "score": -3.312621593475342, "text": "The provisions of this Agreement relating to indemnification shall survive termination of the Customer's Hosted Site.\n\nTHIRD-PARTY SOFTWARE\n\ni-on expressly assumes no responsibility of the proper operation or maintenance of any of the Centrack site software that we authored by Imaginet and/or other third parties.", "probability": 1.963717540033814e-07 }, { "score": -3.5083343982696533, "text": "RESPONSIBILITIES OF THE CUSTOMER", "probability": 1.6146635003928345e-07 }, { "score": 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The provisions of this Agreement relating to indemnification shall survive termination of the Customer's Hosted Site.\n\nTHIRD-PARTY SOFTWARE\n\ni-on expressly assumes no responsibility of the proper operation or maintenance of any of the Centrack site software that we authored by Imaginet and/or other third parties.", "probability": 8.970303503931967e-08 }, { "score": -4.202085494995117, "text": "THIRD-PARTY SOFTWARE\n\ni-on expressly assumes no responsibility of the proper operation or maintenance of any of the Centrack site software that we authored by Imaginet and/or other third parties.", "probability": 8.068443366947975e-08 }, { "score": -4.336248874664307, "text": "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.\n\nMISCELLANEOUS\n\nThis Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes any and all prior or contemporaneous representations, understandings, and agreements between the Customer and i-on with respect to the subject matter hereof, all of which are merged herein.", "probability": 7.055427597950332e-08 }, { "score": -4.34036922454834, "text": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to:", "probability": 7.026416576488784e-08 }, { "score": -4.498652458190918, "text": "The Customer is responsible for paying i-on the recurring monthly fee in the amount of $450.", "probability": 5.997805241030214e-08 }, { "score": -4.563878536224365, "text": "Under this Agreement, i-on will provide the following limited services for the Hosted Site:", "probability": 5.619077649409173e-08 }, { "score": -4.61512565612793, "text": "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.\n\nMISCELLANEOUS\n\nThis Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes any and all prior or contemporaneous representations, understandings, and agreements between the Customer and i-on with respect to the subject matter hereof, all of which are merged herein. 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The provisions of this Agreement relating to indemnification shall survive termination of the Customer's Hosted Site.\n\nTHIRD-PARTY SOFTWARE\n\ni-on expressly assumes no responsibility of the proper operation or maintenance of any of the Centrack site software that we authored by Imaginet and/or other third parties.", "probability": 4.4342236751431366e-08 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Document Name": [ { "score": 14.363470077514648, "text": "CO-PROMOTION AGREEMENT", "probability": 0.17416281879532586 }, { "score": 14.228694915771484, "text": "CO-PROMOTION AGREEMENT", "probability": 0.1522030432260259 }, { "score": 14.012815475463867, "text": "Co-Promotion Agreement", "probability": 0.1226501507529277 }, { "score": 14.009588241577148, "text": "CO-PROMOTION AGREEMENT\n\nThis Co-Promotion Agreement", "probability": 0.12225496804670405 }, { "score": 13.99400520324707, "text": "CO-PROMOTION AGREEMENT\n\nThis Co-Promotion Agreement", "probability": 0.12036463104314184 }, { "score": 13.856429100036621, "text": "CO-PROMOTION AGREEMENT", "probability": 0.10489392741043507 }, { "score": 13.62240982055664, "text": "Co-Promotion Agreement", "probability": 0.0830074485160726 }, { "score": 12.20090389251709, "text": "Co-Promotion Agreement", "probability": 0.020033871516329335 }, { "score": 12.186945915222168, "text": "Co-Promotion Agreement", "probability": 0.019756181695083343 }, { "score": 11.740015983581543, "text": "Co-Promotion Agreement (", "probability": 0.012635830994790272 }, { "score": 11.721206665039062, "text": "CO-PROMOTION AGREEMENT\n\nThis Co-Promotion Agreement (", "probability": 0.012400380894157906 }, { "score": 11.46705436706543, "text": "Schedule 1.65\n\nThird Party Agreements", "probability": 0.009617408978411039 }, { "score": 11.30954360961914, "text": "CO-PROMOTION AGREEMENT\n\nThis Co-Promotion Agreement (", "probability": 0.008215841115301664 }, { "score": 11.242792129516602, "text": "Third Party Agreements", "probability": 0.0076853249048214126 }, { "text": "", "score": 11.21908187866211, "probability": 0.0075052472033682455 }, { "score": 10.956932067871094, "text": "Schedule 1.65\n\nThird Party Agreements\n\n1. 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(\"Dova\") (DOVA), a specialty pharmaceutical company focused on acquiring, developing, and commercializing drug candidates for diseases where there is a high unmet need, and Salix Pharmaceuticals (\"Salix\"), one of the largest specialty pharmaceutical companies in the world committed to the prevention and treatment of gastrointestinal diseases and its parent company, Bausch Health Companies Inc. (NYSE/TSX: BHC), today announced that they have entered into an exclusive agreement to co-promote Dova's DOPTELET (avatrombopag) in the United States (U.S.). 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(\"Dova\") (DOVA), a specialty pharmaceutical company focused on acquiring, developing, and commercializing drug candidates for diseases where there is a high unmet need, and Salix Pharmaceuticals (\"Salix\"), one of the largest specialty pharmaceutical companies in the world committed to the prevention and treatment of gastrointestinal diseases and its parent company, Bausch Health Companies Inc.", "probability": 0.00015570258116217304 }, { "score": 7.085900783538818, "text": "Sept. 27, 2018 (GLOBE NEWSWIRE) -- Dova Pharmaceuticals, Inc. (\"Dova\") (DOVA), a specialty pharmaceutical company focused on acquiring, developing, and commercializing drug candidates for diseases where there is a high unmet need, and Salix Pharmaceuticals (\"Salix\"), one of the largest specialty pharmaceutical companies in the world committed to the prevention and treatment of gastrointestinal diseases and its parent company, Bausch Health Companies Inc. 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(\"Dova\") (DOVA), a specialty pharmaceutical company focused on acquiring, developing, and commercializing drug candidates for diseases where there is a high unmet need, and Salix Pharmaceuticals (\"Salix\"), one of the largest specialty pharmaceutical companies in the world committed to the prevention and treatment of gastrointestinal diseases and its parent company, Bausch Health Companies Inc. (NYSE/TSX: BHC), today announced that they have entered into an exclusive agreement to co-promote Dova's DOPTELET (avatrombopag) in the United States (U.S.). The U.S. Food and Drug Administration (\"FDA\") approved DOPTELET on May 21, 2018", "probability": 0.005307420879392296 }, { "score": 10.926513671875, "text": "September 26, 2018 (", "probability": 0.0049658588823550094 }, { "score": 9.274489402770996, "text": "\"Effective Date\" shall have the meaning set forth in the preamble to this Agreement.", "probability": 0.0009517641664613796 }, { "score": 9.151385307312012, "text": "\"Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement.", "probability": 0.0008415228644609923 }, { "score": 8.810787200927734, "text": "September 26", "probability": 0.0005986128595838765 }, { "score": 8.042475700378418, "text": "September 26", "probability": 0.0002776339660969561 }, { "score": 8.006080627441406, "text": "Sept. 27", "probability": 0.00026771112422125515 }, { "score": 7.868289947509766, "text": "September 26, 2018 (the \"Effective Date\")", "probability": 0.00023325162921231308 }, { "score": 7.567514896392822, "text": "Sept. 27", "probability": 0.00017266318225876007 }, { "score": 7.419970512390137, "text": "May 21, 2018", "probability": 0.0001489779620671123 }, { "score": 7.177839279174805, "text": "September 26, 2018 (the \"", "probability": 0.00011694072192589727 }, { "score": 7.175171852111816, "text": "October 1, 2018,", "probability": 0.00011662920673619739 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Expiration Date": [ { "score": 15.784404754638672, "text": "\"Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement.", "probability": 0.7160780368479727 }, { "score": 14.753169059753418, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 0.2553291395369415 }, { "text": "", "score": 11.79316520690918, "probability": 0.013230828557028352 }, { "score": 11.706096649169922, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 0.012127566027465954 }, { "score": 9.833954811096191, "text": "\"Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement", "probability": 0.0018651457636417801 }, { "score": 8.386632919311523, "text": "Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement.", "probability": 0.00043868104265401244 }, { "score": 7.804468631744385, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term", "probability": 0.0002450857886773862 }, { "score": 7.131534576416016, "text": ".", "probability": 0.0001250450724353924 }, { "score": 6.779587745666504, "text": "except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs, and the last Calendar Year of the Term shall commence on January 1 of the year in which the Term ends and end on the last day of the Term.", "probability": 8.794638971421876e-05 }, { "score": 6.710310459136963, "text": ", except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs, and the last Calendar Year of the Term shall commence on January 1 of the year in which the Term ends and end on the last day of the Term.", "probability": 8.205995466179597e-05 }, { "score": 6.290890216827393, "text": "unless terminated early pursuant to Section 2.3.1(a) of the Agreement.", "probability": 5.3948500237795244e-05 }, { "score": 6.290404319763184, "text": "\"Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement.\n\n1.61 \"Target Professionals\" shall mean physicians, nurse practitioners, physician assistants and any other medical professionals in the Territory with prescribing authority (as authorized under Applicable Law) in the Territory for the Product.\n\n1.62 \"Term\" shall have the meaning set forth in Section 12.1.", "probability": 5.392229318739126e-05 }, { "score": 6.153681755065918, "text": "\"Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***],", "probability": 4.703168062286816e-05 }, { "score": 6.149633407592773, "text": "\").", "probability": 4.684166492176827e-05 }, { "score": 6.087726593017578, "text": "\"", "probability": 4.4029781991550495e-05 }, { "score": 6.045680999755859, "text": "Business Day after dispatch if sent by nationally-recognized overnight courier; or (c) on the fifth (5th) Business Day following the date of mailing, if sent by mail.", "probability": 4.221690254672583e-05 }, { "score": 5.9793219566345215, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").\n\n12.2 Early Termination for Cause. A Party shall have the right to terminate this Agreement before the end of the Term as follows:", "probability": 3.950635843581011e-05 }, { "score": 5.421659469604492, "text": "This", "probability": 2.2619200946616417e-05 }, { "score": 5.321889877319336, "text": "\"Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of", "probability": 2.0471415611314943e-05 }, { "score": 5.2924346923828125, "text": "last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement.", "probability": 1.987722030498106e-05 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Renewal Term": [ { "score": 11.815168380737305, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 0.5571581746502366 }, { "text": "", "score": 11.58014965057373, "probability": 0.44046476145654 }, { "score": 5.732294082641602, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term", "probability": 0.0012712172138303174 }, { "score": 5.022367000579834, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").\n\n12.2 Early Termination for Cause. A Party shall have the right to terminate this Agreement before the end of the Term as follows:", "probability": 0.0006250321412856264 }, { "score": 3.765928030014038, "text": "This", "probability": 0.00017792535419920832 }, { "score": 2.2965002059936523, "text": "\").", "probability": 4.0932987564378345e-05 }, { "score": 2.1585426330566406, "text": "instruments, and to do all such further acts, as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.", "probability": 3.565818475653482e-05 }, { "score": 2.1231141090393066, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").\n\n12.2 Early Termination for Cause. A", "probability": 3.441698466979215e-05 }, { "score": 2.093491554260254, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").\n\n12.2 Early Termination for Cause. A Party shall have the right to terminate this Agreement before the end of the Term as follows:\n\n12.2.1 by a Party upon written notice to the other Party in the event of a material breach of this Agreement by such other Party where such breach is not cured (if able to be cured) within [***] following such other Party's receipt of written notice of such breach (and any such termination shall become effective at the end of such [***] period unless the breaching Party has cured such breach prior to the expiration of such [***] period);", "probability": 3.3412418028763634e-05 }, { "score": 1.809659719467163, "text": "Term. This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 2.515598381657689e-05 }, { "score": 1.4893083572387695, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"", "probability": 1.8260576220980363e-05 }, { "score": 1.3960022926330566, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (", "probability": 1.663382655948129e-05 }, { "score": 1.3824396133422852, "text": "Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request. Dova does not and will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of any Field Force Personnel, all of which shall be Valeant's sole responsibility. For clarity, the insurance requirements of this Section 11.5 shall not be construed to create a limit of either Party's liability with respect to its indemnification obligations under this ARTICLE 11.\n\nARTICLE 12 TERM AND TERMINATION\n\n12.1 Term. This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 1.640975027667938e-05 }, { "score": 1.3641295433044434, "text": "Unless otherwise specified herein, the books and records for a given Calendar Year of the Term shall be maintained for a period of [***] after the end of such Calendar Year or longer if required by Applicable Law.", "probability": 1.611202064302233e-05 }, { "score": 1.337679386138916, "text": "and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 1.5691441871894048e-05 }, { "score": 1.0422570705413818, "text": "four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 1.1677841350441671e-05 }, { "score": 0.9958558082580566, "text": "This Agreement shall become effective as of the Effective Date and,", "probability": 1.114835420578752e-05 }, { "score": 0.814971923828125, "text": "unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 9.30366117777801e-06 }, { "score": 0.8068318367004395, "text": ", shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 9.22823596556278e-06 }, { "score": 0.7646329402923584, "text": "the \"Term\").", "probability": 8.846916800393455e-06 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.900774002075195, "probability": 0.7334104050582081 }, { "score": 10.85374927520752, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 0.2574127212624627 }, { "score": 6.171286582946777, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives.", "probability": 0.0023826612227681597 }, { "score": 6.170164108276367, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "probability": 0.002379988246352246 }, { "score": 5.5911970138549805, "text": "\"Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement.", "probability": 0.001333928642578616 }, { "score": 5.157266139984131, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term", "probability": 0.0008643284610854372 }, { "score": 4.64832878112793, "text": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").\n\n12.2 Early Termination for Cause. A Party shall have the right to terminate this Agreement before the end of the Term as follows:", "probability": 0.0005195772504360662 }, { "score": 4.448175430297852, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.0004253286440297184 }, { "score": 4.319438934326172, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].\n\n12.3.2 Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives.", "probability": 0.00037395132960327574 }, { "score": 3.7093467712402344, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives", "probability": 0.00020316805447375563 }, { "score": 3.5524468421936035, "text": "All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.00017366593882734433 }, { "score": 3.2479522228240967, "text": "A Party shall have the right to terminate this Agreement before the end of the Term as follows:", "probability": 0.00012807793459923124 }, { "score": 2.9270710945129395, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 9.292175680675045e-05 }, { "score": 2.758251428604126, "text": "This", "probability": 7.848740362003043e-05 }, { "score": 2.252763271331787, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term", "probability": 4.734446849692628e-05 }, { "score": 2.2524774074554443, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives.\n\n12.4 Effects of Termination. Upon the expiration or effective date of termination of this Agreement,", "probability": 4.733093635790536e-05 }, { "score": 2.1123647689819336, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].", "probability": 4.114290477688335e-05 }, { "score": 1.857499122619629, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].\n\n12.3.2 Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives", "probability": 3.188659947850432e-05 }, { "score": 1.687446117401123, "text": "\").", "probability": 2.6900176213407245e-05 }, { "score": 1.6604506969451904, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period", "probability": 2.6183708825479357e-05 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Governing Law": [ { "score": 15.59737491607666, "text": "This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "probability": 0.9657409510415158 }, { "text": "", "score": 12.235553741455078, "probability": 0.03348422582376651 }, { "score": 7.195768356323242, "text": "any patient assistance program used in connection with the Product used in connection with the Product have each been operated in accordance with Applicable Law.", "probability": 0.00021681497734076706 }, { "score": 6.933093070983887, "text": ".", "probability": 0.0001667288875716018 }, { "score": 6.424689292907715, "text": "This Agreement and any and all matters arising directly or indirectly herefrom", "probability": 0.00010027990113889329 }, { "score": 6.136222839355469, "text": "This", "probability": 7.515095574030744e-05 }, { "score": 5.541949272155762, "text": "Any such notice shall be deemed to have been given: (a) when delivered if personally delivered; (b) on the\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nBusiness Day after dispatch if sent by nationally-recognized overnight courier; or (c) on the fifth (5th) Business Day following the date of mailing, if sent by mail.\n\n13.5 Governing Law. This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "probability": 4.1480575884345205e-05 }, { "score": 5.366098880767822, "text": "Governing Law. This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "probability": 3.4791561623690214e-05 }, { "score": 5.336104393005371, "text": "This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof", "probability": 3.376350169481673e-05 }, { "score": 4.964407920837402, "text": "Business Day after dispatch if sent by nationally-recognized overnight courier; or (c) on the fifth (5th) Business Day following the date of mailing, if sent by mail.\n\n13.5 Governing Law. This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "probability": 2.3282078822335305e-05 }, { "score": 4.644796848297119, "text": "Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "probability": 1.691283570514938e-05 }, { "score": 4.393104553222656, "text": "This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.\n\n13.6 Dispute Resolution.\n\n13.6.1 JSC; Escalation for Other Disputes. Except for disputes resolved by the procedures set forth in Section 3.4, if a dispute arises between the Parties in connection with or relating to this Agreement or any document or instrument delivered in connection herewith (a \"Dispute\"), then either Party shall have the right to refer such dispute to the Senior Officers who shall confer within [***] after such Dispute was first referred to them to attempt to resolve the Dispute by good faith negotiations.", "probability": 1.314945808822708e-05 }, { "score": 4.34412956237793, "text": "internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "probability": 1.2520978992563363e-05 }, { "score": 4.123371124267578, "text": "Territory in accordance with this Agreement.", "probability": 1.0040702870135185e-05 }, { "score": 3.6114754676818848, "text": "and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "probability": 6.01797884078072e-06 }, { "score": 3.5540482997894287, "text": "any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "probability": 5.682119385123437e-06 }, { "score": 3.48840069770813, "text": "13.5 Governing Law. This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "probability": 5.321082138916152e-06 }, { "score": 3.402710199356079, "text": "protection and deceptive trade practices, including any state anti-kickback/fraud and abuse related laws, all as amended from time to time.", "probability": 4.884105679371356e-06 }, { "score": 3.2698380947113037, "text": "shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "probability": 4.276410926580747e-06 }, { "score": 3.1317968368530273, "text": "This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state,", "probability": 3.7250222739004427e-06 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Most Favored Nation": [ { "text": "", "score": 12.051563262939453, "probability": 0.29702909101687347 }, { "score": 11.795352935791016, "text": "Notwithstanding the terms of this Section 4.2.1, Valeant shall have the right, from time to time, during the Term, to include in the incentive compensation package of all or some of the Sales Representatives a spiff, spiv or other similar incentive bonus that is based on [***], provided that the actual, maximum payout from such incentive bonuses does not exceed, in the aggregate, an amount equal to [***] for each Sales Representative for each Calendar Quarter.", "probability": 0.2298943272047587 }, { "score": 10.95135498046875, "text": "Pursuant to the agreement, Dova will pay Salix a quarterly fee based on net sales (as defined in the agreement) of DOPTELET prescribed by gastroenterologists in the U.S.", "probability": 0.09885180417431232 }, { "score": 10.369340896606445, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "probability": 0.055235602445932966 }, { "score": 10.234467506408691, "text": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.04826633535302097 }, { "score": 10.119322776794434, "text": "In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product.", "probability": 0.04301675097581052 }, { "score": 9.881050109863281, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives.", "probability": 0.03389667511868664 }, { "score": 9.793237686157227, "text": "Notwithstanding the terms of this Section 4.2.1, Valeant shall have the right, from time to time, during the Term, to include in the incentive compensation package of all or some of the Sales Representatives a spiff, spiv or other similar incentive bonus that is based on [***], provided that the actual, maximum payout from such incentive bonuses does not exceed, in the aggregate, an amount equal to [***] for each Sales Representative for each Calendar Quarter. Any such spiff, spiv or other similar incentive bonus shall not be included in the calculation of the applicable Sales Representatives incentive compensation package in determining Valeant's compliance with the terms of Section 4.1.3.", "probability": 0.03104707207325218 }, { "score": 9.584075927734375, "text": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].\n\n(c) In the event that subsections (a) above and (b) above are both applicable in an applicable Calendar Quarter, then the Applicable Percentage shall be reduced to a new percentage equal to the lower of the percentages calculated under subsections (a) and (b).", "probability": 0.025187371761840983 }, { "score": 9.182244300842285, "text": "Notwithstanding the terms of this Section 4.2.1, Valeant shall have the right, from time to time, during the Term, to include in the incentive compensation package of all or some of the Sales Representatives a spiff, spiv or other similar incentive bonus that is based on [***], provided that the actual, maximum payout from such incentive bonuses does not exceed, in the aggregate, an amount equal to [***] for each Sales Representative for each Calendar Quarter", "probability": 0.016852704046503873 }, { "score": 9.13450813293457, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales", "probability": 0.01606712009310595 }, { "score": 9.06267261505127, "text": "On at least a quarterly basis, the Parties will meet, through the JSC, to review the target incentive compensation and the actual incentive compensation paid out to the Sales Representatives to discuss, in good faith, any appropriate adjustments to the sales targets and goals related to the Product (but not to the above-mentioned fifty percent (50%) threshold of the target incentive compensation), with the intent of achieving, on average, an actual payout to the Sales Representatives of 50% of their incentive compensation relating to sales of the Product.", "probability": 0.014953411019774068 }, { "score": 8.958361625671387, "text": "In the event that subsections (a) above and (b) above are both applicable in an applicable Calendar Quarter, then the Applicable Percentage shall be reduced to a new percentage equal to the lower of the percentages calculated under subsections (a) and (b).", "probability": 0.013472201930487922 }, { "score": 8.948472023010254, "text": "If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].\n\n(b) If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.013339623859204508 }, { "score": 8.827096939086914, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;", "probability": 0.011814927326941931 }, { "score": 8.78000259399414, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.011271409813711858 }, { "score": 8.765510559082031, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.011109242057756898 }, { "score": 8.731424331665039, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:", "probability": 0.010736950951684759 }, { "score": 8.617607116699219, "text": "In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product. On at least a quarterly basis, the Parties will meet, through the JSC, to review the target incentive compensation and the actual incentive compensation paid out to the Sales Representatives to discuss, in good faith, any appropriate adjustments to the sales targets and goals related to the Product (but not to the above-mentioned fifty percent (50%) threshold of the target incentive compensation), with the intent of achieving, on average, an actual payout to the Sales Representatives of 50% of their incentive compensation relating to sales of the Product.", "probability": 0.009581881172980292 }, { "score": 8.483043670654297, "text": "For greater certainty, if Valeant does not agree to conduct speaker programs above the Speaker Program Threshold, then the costs described herein for any speaker programs conducted by Dova in excess of the Speaker Program Threshold shall not be shared by the Parties, but shall be borne solely by Dova.", "probability": 0.008375497603359037 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Compete": [ { "text": "", "score": 11.99960708618164, "probability": 0.41421397847962294 }, { "score": 10.960000991821289, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.", "probability": 0.14646355148405707 }, { "score": 10.597009658813477, "text": "Except as set forth in this Agreement, without the prior written consent of Dova (not to be unreasonably withheld, delayed or conditioned), Valeant shall not conduct any Valeant Activities, other than Detailing, with respect to the Product.", "probability": 0.10187894239457776 }, { "score": 10.515724182128906, "text": "For initial orders of Product from Dova (or its Affiliates or its Intermediaries) to the Non-Retail Institutions, Dova shall not engage in any \"channel stuffing\" or any similar program, activity or other action (including any rebate, discount, chargeback or refund policy or practice) that in each case is intended by Dova to result in purchases by the Non-Retail Institutions that are materially in excess of purchases in the ordinary course of business or that is intended to materially adversely impact Valeant's promotion fee pursuant to this Agreement; provided, however, this Section10.", "probability": 0.09392530065622323 }, { "score": 9.647554397583008, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights.", "probability": 0.03942223542213562 }, { "score": 9.58149528503418, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field.", "probability": 0.036902189871056056 }, { "score": 9.408859252929688, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period. Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].\n\n(a) [***], neither Dova nor is Affiliates shall, directly or indirectly, [***].", "probability": 0.03105111952484791 }, { "score": 9.104629516601562, "text": "For initial orders of Product from Dova (or its Affiliates or its Intermediaries) to the Non-Retail Institutions, Dova shall not engage in any \"channel stuffing\" or any similar program, activity or other action (including any rebate, discount, chargeback or refund policy or practice) that in each case is intended by Dova to result in purchases by the Non-Retail Institutions that are materially in excess of purchases in the ordinary course of business or that is intended to materially adversely impact Valeant's promotion fee pursuant to this Agreement; provided, however, this Section10.4.1 shall not be applicable to any activity or action taken by Dova which applies to all or substantially all customers for the Product, or any activity or action taken by Dova in good faith and consistent with customary sales and marketing practices in the pharmaceutical industry.", "probability": 0.02290614297916017 }, { "score": 9.095377922058105, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives.", "probability": 0.022695201906968998 }, { "score": 8.654864311218262, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period. Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].", "probability": 0.01460903132784136 }, { "score": 8.560184478759766, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.013289311813576303 }, { "score": 8.420161247253418, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.011552904273428645 }, { "score": 8.247224807739258, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field. Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.009718200018964685 }, { "score": 8.01633071899414, "text": "Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.007714535906789248 }, { "score": 8.010648727416992, "text": "Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].", "probability": 0.007670826275221627 }, { "score": 7.78441047668457, "text": "[***], neither Dova nor is Affiliates shall, directly or indirectly, [***].", "probability": 0.006117699254504318 }, { "score": 7.68273401260376, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period", "probability": 0.005526250866493497 }, { "score": 7.6220574378967285, "text": "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.", "probability": 0.0052009070769361435 }, { "score": 7.53026008605957, "text": "\"Non-Retail Net Sales\" shall mean, for each SKU of the Product:", "probability": 0.004744735541701923 }, { "score": 7.454132080078125, "text": "Neither Valeant nor Dova shall undertake any activity under or in connection with this Agreement which violates any Applicable Law.", "probability": 0.004396934925892517 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Exclusivity": [ { "score": 12.941303253173828, "text": "Dova shall be exclusively responsible for accepting and filling purchase orders, billing, and returns with respect to the Product.", "probability": 0.3399930665903889 }, { "text": "", "score": 12.1640625, "probability": 0.1562855014123119 }, { "score": 11.613571166992188, "text": "Dova shall be exclusively responsible for accepting and filling purchase orders, billing, and returns with respect to the Product.", "probability": 0.09012459833488787 }, { "score": 11.583860397338867, "text": "it has the exclusive right to promote the Product in the Territory to the Target Professionals in the Specialty and the rights granted by it to Valeant hereunder do not conflict with any rights granted by Dova to any Third Party;", "probability": 0.08748631395491441 }, { "score": 11.492321968078613, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "probability": 0.07983355780446473 }, { "score": 11.23794174194336, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.061902694819451036 }, { "score": 11.086338996887207, "text": "it has the exclusive right to promote the Product in the Territory to the Target Professionals in the Specialty and the rights granted by it to Valeant hereunder do not conflict with any rights granted by Dova to any Third Party;", "probability": 0.05319481710346318 }, { "score": 10.51360034942627, "text": "Except with respect to the exclusive rights granted to Valeant to conduct the Valeant Activities for the Product in the Specialty in the Territory in the Field pursuant to Section 2.1 and, and if agreed upon, outside the Specialty in the Territory in the Field pursuant to Section 4.1.5, Dova retains all rights in and to the Product.", "probability": 0.03000074819767054 }, { "score": 9.9823579788208, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field. Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.01763666459294951 }, { "score": 9.750929832458496, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty. Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field.", "probability": 0.013992924434256183 }, { "score": 9.556560516357422, "text": "AkaRx, Inc., a wholly owned subsidiary of Dova Pharmaceuticals, Inc., is the exclusive licensee and distributor of DOPTELET\u00ae in the United States and its territories.", "probability": 0.0115211270905657 }, { "score": 9.482773780822754, "text": "Dova shall be exclusively responsible for accepting and filling purchase orders, billing, and returns with respect to the Product", "probability": 0.010701626643493738 }, { "score": 9.247824668884277, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement", "probability": 0.008460824611964884 }, { "score": 9.206853866577148, "text": "10.1.9 it has the exclusive right to promote the Product in the Territory to the Target Professionals in the Specialty and the rights granted by it to Valeant hereunder do not conflict with any rights granted by Dova to any Third Party;", "probability": 0.008121183042289754 }, { "score": 8.889273643493652, "text": "AkaRx, Inc., a wholly owned subsidiary of Dova Pharmaceuticals, Inc., is the exclusive licensee and distributor of DOPTELET\u00ae in the United States and its territories.", "probability": 0.0059114764073680045 }, { "score": 8.87498664855957, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates.", "probability": 0.005827619630939509 }, { "score": 8.808490753173828, "text": "Except with respect to the exclusive rights granted to Valeant to conduct the Valeant Activities for the Product in the Specialty in the Territory in the Field pursuant to Section 2.1 and, and if agreed upon, outside the Specialty in the Territory in the Field pursuant to Section 4.1.5, Dova retains all rights in and to the Product.", "probability": 0.005452709957611558 }, { "score": 8.703523635864258, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field.", "probability": 0.004909369920025135 }, { "score": 8.676319122314453, "text": "it has the exclusive right to promote the Product in the Territory to the Target Professionals in the Specialty and the rights granted by it to Valeant hereunder do not conflict with any rights granted by Dova to any Third Party", "probability": 0.004777613213899392 }, { "score": 8.464485168457031, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field.", "probability": 0.0038655622370838178 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__No-Solicit Of Customers": [ { "score": 14.050426483154297, "text": "Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.", "probability": 0.607366324621786 }, { "score": 12.485795974731445, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.12703994960393375 }, { "score": 12.324752807617188, "text": "[***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.10814343347097331 }, { "text": "", "score": 12.103811264038086, "probability": 0.08670546282042112 }, { "score": 11.49591064453125, "text": "[***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent. Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.04721049740934635 }, { "score": 9.327935218811035, "text": "Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.005401306371087151 }, { "score": 8.930326461791992, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field. Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.0036292720387072 }, { "score": 8.673260688781738, "text": "Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.0028065790306216294 }, { "score": 8.3936128616333, "text": "neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.002121913949370214 }, { "score": 8.014199256896973, "text": "Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].\n\n2.3.2 Non-Solicitation. [***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.001451946228451244 }, { "score": 8.014158248901367, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force", "probability": 0.0014518866882675084 }, { "score": 7.6947922706604, "text": "Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.", "probability": 0.0010549547729139356 }, { "score": 7.615466117858887, "text": "Target Professionals, in order to induce referrals of or purchase of the Product.", "probability": 0.0009745024401181497 }, { "score": 7.564770698547363, "text": "neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent. Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.0009263309827913563 }, { "score": 7.526364326477051, "text": "For initial orders of Product from Dova (or its Affiliates or its Intermediaries) to the Non-Retail Institutions, Dova shall not engage in any \"channel stuffing\" or any similar program, activity or other action (including any rebate, discount, chargeback or refund policy or practice) that in each case is intended by Dova to result in purchases by the Non-Retail Institutions that are materially in excess of purchases in the ordinary course of business or that is intended to materially adversely impact Valeant's promotion fee pursuant to this Agreement; provided, however, this Section10.4.1 shall not be applicable to any activity or action taken by Dova which applies to all or substantially all customers for the Product, or any activity or action taken by Dova in good faith and consistent with customary sales and marketing practices in the pharmaceutical industry.", "probability": 0.0008914284994224092 }, { "score": 7.411924362182617, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates. Valeant guarantees the performance of all actions, agreements and obligations to be performed by its Affiliates under the terms and conditions of this Agreement. For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder.", "probability": 0.0007950343070438954 }, { "score": 7.185357093811035, "text": "Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].\n\n2.3.2 Non-Solicitation. [***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent. Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.0006338535910754704 }, { "score": 6.985599517822266, "text": "[***], neither Dova nor is Affiliates shall, directly or indirectly, [***]. Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].\n\n2.3.2 Non-Solicitation. [***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.0005190812504694819 }, { "score": 6.882048606872559, "text": "Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product", "probability": 0.00046801928949013636 }, { "score": 6.745351791381836, "text": "Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.\n\n4.3.3 In performing the activities contemplated by this Agreement, neither Valeant nor Field Force Personnel shall make any payment, either directly or indirectly, of money or other assets to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing where such payment would constitute violation of any Applicable Law.", "probability": 0.0004082226337095915 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Competitive Restriction Exception": [ { "score": 12.228240966796875, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field.", "probability": 0.14105009262782273 }, { "score": 11.913579940795898, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field. Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.10297168712374681 }, { "text": "", "score": 11.884445190429688, "probability": 0.10001491429152495 }, { "score": 11.746917724609375, "text": "Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.", "probability": 0.08716403925236851 }, { "score": 11.692903518676758, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.08258083617394998 }, { "score": 11.397756576538086, "text": "Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].", "probability": 0.06147500711811592 }, { "score": 11.134389877319336, "text": "Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].\n\n(a) [***], neither Dova nor is Affiliates shall, directly or indirectly, [***]. Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].", "probability": 0.047241087162838986 }, { "score": 11.029845237731934, "text": "Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].", "probability": 0.042551681186498914 }, { "score": 10.829965591430664, "text": "Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.", "probability": 0.03484256316156883 }, { "score": 10.825970649719238, "text": "For initial orders of Product from Dova (or its Affiliates or its Intermediaries) to the Non-Retail Institutions, Dova shall not engage in any \"channel stuffing\" or any similar program, activity or other action (including any rebate, discount, chargeback or refund policy or practice) that in each case is intended by Dova to result in purchases by the Non-Retail Institutions that are materially in excess of purchases in the ordinary course of business or that is intended to materially adversely impact Valeant's promotion fee pursuant to this Agreement; provided, however, this Section10.4.1 shall not be applicable to any activity or action taken by Dova which applies to all or substantially all customers for the Product, or any activity or action taken by Dova in good faith and consistent with customary sales and marketing practices in the pharmaceutical industry.", "probability": 0.03470364681876142 }, { "score": 10.751443862915039, "text": "Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].\n\n2.3.2 Non-Solicitation. [***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent. Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.03221132150435903 }, { "score": 10.642433166503906, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period. Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].", "probability": 0.028884562817962076 }, { "score": 10.601970672607422, "text": "Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].\n\n(a) [***], neither Dova nor is Affiliates shall, directly or indirectly, [***].", "probability": 0.027739150754944042 }, { "score": 10.562524795532227, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.", "probability": 0.026666255386622532 }, { "score": 10.543037414550781, "text": "Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].\n\n2.3.2 Non-Solicitation. [***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.026151630539754504 }, { "score": 10.542871475219727, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.", "probability": 0.026147291315710676 }, { "score": 10.524852752685547, "text": "Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.025680369825908874 }, { "score": 10.511292457580566, "text": "Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].", "probability": 0.02533448687024957 }, { "score": 10.473411560058594, "text": "[***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent. Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.024392743424011584 }, { "score": 10.379066467285156, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period. Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].\n\n(a) [***], neither Dova nor is Affiliates shall, directly or indirectly, [***]. Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].", "probability": 0.022196632643280034 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__No-Solicit Of Employees": [ { "score": 13.65536880493164, "text": "Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.", "probability": 0.5961451202245254 }, { "score": 12.592140197753906, "text": "[***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.20587218613217773 }, { "text": "", "score": 12.180656433105469, "probability": 0.13642455564233427 }, { "score": 11.049761772155762, "text": "[***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent. Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.04403025868548394 }, { "score": 9.08497428894043, "text": "neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.006172411545669418 }, { "score": 8.497330665588379, "text": "Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.0034296080667411567 }, { "score": 7.542594909667969, "text": "neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent. Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "probability": 0.0013201036186205105 }, { "score": 7.381728172302246, "text": "Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.", "probability": 0.001123943513265282 }, { "score": 7.181248664855957, "text": "Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product", "probability": 0.0009197659786405965 }, { "score": 7.165795803070068, "text": "Target Professionals, in order to induce referrals of or purchase of the Product.", "probability": 0.0009056622145093292 }, { "score": 6.918880939483643, "text": "Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals,", "probability": 0.0007075098426335332 }, { "score": 6.854862689971924, "text": "Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.0006636356584702167 }, { "score": 6.478295803070068, "text": "], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.00045539556043038286 }, { "score": 6.2507734298706055, "text": "[***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product,", "probability": 0.0003627246591312837 }, { "score": 6.20399284362793, "text": "Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].\n\n2.3.2 Non-Solicitation. [***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.0003461469671475062 }, { "score": 6.026928901672363, "text": "Neither Valeant nor Field Force Personnel", "probability": 0.0002899763892999181 }, { "score": 5.82143497467041, "text": "Non-Solicitation. [***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "probability": 0.00023611183654817522 }, { "score": 5.6866302490234375, "text": "Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.\n\n4.3.3 In performing the activities contemplated by this Agreement, neither Valeant nor Field Force Personnel shall make any payment, either directly or indirectly, of money or other assets to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing where such payment would constitute violation of any Applicable Law.", "probability": 0.00020633495652143296 }, { "score": 5.686152458190918, "text": "4.3.2 Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.", "probability": 0.0002062363951185211 }, { "score": 5.562849521636963, "text": "offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.", "probability": 0.00018231211273138218 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Disparagement": [ { "score": 13.328652381896973, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights.", "probability": 0.37402615505975645 }, { "score": 13.25290584564209, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights.", "probability": 0.34674137741751904 }, { "score": 12.297882080078125, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.13342712204080548 }, { "text": "", "score": 11.784067153930664, "probability": 0.07981731814871067 }, { "score": 10.519993782043457, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.022548468061006976 }, { "score": 9.43188190460205, "text": "All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.007595494564082352 }, { "score": 9.371868133544922, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and", "probability": 0.007153068889486124 }, { "score": 9.268951416015625, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova,", "probability": 0.00645351383057337 }, { "score": 9.090246200561523, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights", "probability": 0.00539741182468761 }, { "score": 9.043411254882812, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term", "probability": 0.005150452635850992 }, { "score": 8.272294998168945, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights", "probability": 0.0023820663958954067 }, { "score": 7.993366241455078, "text": "Valeant shall not at any time during the Term", "probability": 0.0018022566747168257 }, { "score": 7.989292144775391, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and", "probability": 0.0017949290436565968 }, { "score": 7.686961650848389, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term. Valeant shall have no rights under this Agreement in or to the Dova Trademarks and Copyrights except as specifically provided herein. During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor. During the Term, Valeant will not knowingly register and/or use any marks (including in connection with any domain names) that are confusingly similar to the Dova Trademarks and Copyrights.", "probability": 0.0013266208531568006 }, { "score": 7.491063117980957, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova,", "probability": 0.0010906092274511293 }, { "score": 7.2655229568481445, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term", "probability": 0.0008703988738039202 }, { "score": 7.116844654083252, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and\n", "probability": 0.000750150069703613 }, { "score": 6.909920692443848, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way", "probability": 0.0006099331236601587 }, { "score": 6.797703742980957, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and\n", "probability": 0.0005451889153941013 }, { "score": 6.745512008666992, "text": "Valeant shall not at any time during the Term knowingly", "probability": 0.0005174643500820897 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Termination For Convenience": [ { "score": 13.114883422851562, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].", "probability": 0.764089189811807 }, { "text": "", "score": 11.715293884277344, "probability": 0.18849943025620938 }, { "score": 9.31723690032959, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]);", "probability": 0.017133540932838955 }, { "score": 9.092320442199707, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives.", "probability": 0.013682553337997793 }, { "score": 8.737276077270508, "text": "A Party shall have the right to terminate this Agreement before the end of the Term as follows:", "probability": 0.009593417415163211 }, { "score": 7.452844619750977, "text": "If the Parties cannot agree on the Alternate Product during such period, then Valeant may give to Dova a written notice (the \"Alternate Product Notice\") designating the proposed Alternate Product as the Alternate Product and, effective [***] after the Alternate Product Notice, such designated Alternate Product shall be the Designated Product for purposes of this Agreement; provided however that, notwithstanding the foregoing, Dova shall have the right to terminate this Agreement upon [***] written notice to Valeant after the Alternate Product Notice, provided further that if the Alternate Product is being proposed by Valeant as a result of an anticipated or the existence of a generic version of the", "probability": 0.0026555338816432843 }, { "score": 6.507347583770752, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives", "probability": 0.0010316388805383444 }, { "score": 5.880006790161133, "text": "If the Parties cannot agree on the Alternate Product during such period, then Valeant may give to Dova a written notice (the \"Alternate Product Notice\") designating the proposed Alternate Product as the Alternate Product and, effective [***] after the Alternate Product Notice, such designated Alternate Product shall be the Designated Product for purposes of this Agreement; provided however that, notwithstanding the foregoing, Dova shall have the right to terminate this Agreement upon [***] written notice to Valeant after the Alternate Product Notice, provided further that if the Alternate Product is being proposed by Valeant as a result of an anticipated or the existence of a generic version of the\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nDesignated Product, a decision, judgment, ruling or other requirement of a Government Authority, including the FDA relating to or impacting the Designated Product in the Territory, a material safety concern regarding the Designated Product or a mandatory recall or withdrawal of the Designated Product, then Dova shall have no right to terminate this Agreement pursuant to this Section 4.2.1(c).", "probability": 0.0005509054345215878 }, { "score": 5.63863468170166, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].\n\n12.3.2 Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that", "probability": 0.0004327633577793012 }, { "score": 5.576436996459961, "text": "12.3.1 Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].", "probability": 0.00040666647410011526 }, { "score": 5.336052894592285, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***", "probability": 0.00031977232994798155 }, { "score": 5.142678260803223, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.00026354776947425974 }, { "score": 4.940393447875977, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.00021528222181562402 }, { "score": 4.80702018737793, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].\n\n12.3.2 Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period", "probability": 0.000188401734100075 }, { "score": 4.795702934265137, "text": "A Party shall have the right to terminate this Agreement before the end of the Term as follows:\n\n12.2.1 by a Party upon written notice to the other Party in the event of a material breach of this Agreement by such other Party where such breach is not cured (if able to be cured) within [***] following such other Party's receipt of written notice of such breach (and any such termination shall become effective at the end of such [***] period unless the breaching Party has cured such breach prior to the expiration of such [***] period);", "probability": 0.00018628156386922153 }, { "score": 4.7891845703125, "text": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated.", "probability": 0.00018507126171859206 }, { "score": 4.699304103851318, "text": "provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives.", "probability": 0.00016916261697988574 }, { "score": 4.624041557312012, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].\n\n12.3.2 Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period);", "probability": 0.0001568983175150667 }, { "score": 4.4657392501831055, "text": "Either", "probability": 0.00013392710096369738 }, { "score": 4.232027053833008, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].\n\n12.3.2 Either", "probability": 0.00010601530101658845 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.247520446777344, "probability": 0.9084737358617009 }, { "score": 9.762445449829102, "text": "Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product.", "probability": 0.07569340081340108 }, { "score": 7.11738920211792, "text": "Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product.", "probability": 0.005374334398000824 }, { "score": 6.697154521942139, "text": "Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product. Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product.", "probability": 0.003530360721929781 }, { "score": 6.349240779876709, "text": "Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product.", "probability": 0.002492998770036584 }, { "score": 5.462822914123535, "text": "Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product", "probability": 0.0010274381237921613 }, { "score": 5.278802394866943, "text": "If Valeant receives an order for the Product, it shall promptly transmit such order to Dova (or its designee) for acceptance or rejection.", "probability": 0.0008547450224868201 }, { "score": 4.957074165344238, "text": "Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product. Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product. If the Parties agree on an Alternate Product, then the Parties shall make such agreement in writing and thereafter such Alternate Product shall be the Designated Product for purposes of this Agreement.", "probability": 0.0006196005372439046 }, { "score": 4.609160423278809, "text": "Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product. If the Parties agree on an Alternate Product, then the Parties shall make such agreement in writing and thereafter such Alternate Product shall be the Designated Product for purposes of this Agreement.", "probability": 0.0004375369824584698 }, { "score": 4.44724178314209, "text": "(c) Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product.", "probability": 0.00037212975358714507 }, { "score": 3.668508529663086, "text": "instruments, and to do all such further acts, as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.", "probability": 0.00017080274282894732 }, { "score": 3.667388439178467, "text": "Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product. Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product", "probability": 0.00017061153540675564 }, { "score": 3.480168342590332, "text": "Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates.", "probability": 0.0001414815263698805 }, { "score": 3.319474697113037, "text": "Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product", "probability": 0.00012047900524187706 }, { "score": 3.306148052215576, "text": "Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product", "probability": 0.00011888407545767419 }, { "score": 3.1163277626037598, "text": "For greater certainty, if Valeant does not agree to conduct speaker programs above the Speaker Program Threshold, then the costs described herein for any speaker programs conducted by Dova in excess of the Speaker Program Threshold shall not be shared by the Parties, but shall be borne solely by Dova.", "probability": 9.832994140434731e-05 }, { "score": 3.0954387187957764, "text": "counterparty to each of the Third Party Agreements has not exercised or, to the knowledge of Dova, threatened in writing to exercise any termination right with respect to the applicable Third Party Agreement.", "probability": 9.629722758906668e-05 }, { "score": 2.9685585498809814, "text": "In addition to the promotion fee above and as additional consideration for the performance of such Valeant Activities, Dova shall pay to Valeant a milestone payment in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) when aggregate Net Sales in a Calendar Year first reach [***], payable within [***] after the end of the Calendar Quarter in which such Net Sales are reached.", "probability": 8.482237466366993e-05 }, { "score": 2.74501633644104, "text": "Beginning", "probability": 6.783085274804358e-05 }, { "score": 2.52030611038208, "text": "(b) [***]\n\n(c) Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product.", "probability": 5.41797336520491e-05 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Change Of Control": [ { "text": "", "score": 12.278642654418945, "probability": 0.701318522002783 }, { "score": 10.355104446411133, "text": "Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment.", "probability": 0.1024550287235248 }, { "score": 10.062808990478516, "text": "Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment. 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.", "probability": 0.07648758975202044 }, { "score": 9.971856117248535, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment.", "probability": 0.06983781526069897 }, { "score": 8.966804504394531, "text": "In the event either Party desires to make such an assignment or other transfer of this Agreement or any rights or obligations hereunder, such Party shall deliver a written notice to the other Party requesting the other Party's written consent in accordance with this Section 13.2, and the other Party shall provide such Party written notice of its determination whether to provide such written consent within [***] following its receipt of such written notice from such Party.", "probability": 0.02556243819817384 }, { "score": 8.12009334564209, "text": "Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment", "probability": 0.010961760052649894 }, { "score": 7.291537761688232, "text": "Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment. 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", "probability": 0.004786776753925463 }, { "score": 6.355125904083252, "text": "A Party shall have the right to terminate this Agreement before the end of the Term as follows:", "probability": 0.0018765695748176004 }, { "score": 6.195533275604248, "text": "In the event either Party desires to make such an assignment or other transfer of this Agreement or any rights or obligations hereunder, such Party shall deliver a written notice to the other Party requesting the other Party's written consent in accordance with this Section 13.2, and the other Party shall provide such Party written notice of its determination whether to provide such written consent within [***] following its receipt of such written notice from such Party", "probability": 0.0015997586711436755 }, { "score": 6.095152378082275, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 13.2 shall be void.", "probability": 0.0014469702531158363 }, { "score": 5.646786689758301, "text": "(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.", "probability": 0.0009241380640717064 }, { "score": 5.52614688873291, "text": "Notwithstanding the foregoing,", "probability": 0.00081911269854324 }, { "score": 4.517391204833984, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement.", "probability": 0.00029870784704893213 }, { "score": 4.434025764465332, "text": "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.", "probability": 0.0002748156626254841 }, { "score": 4.365386009216309, "text": "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.", "probability": 0.0002565852068583454 }, { "score": 4.3149824142456055, "text": "provided that a merger, sale of stock or comparable transaction shall not constitute an assignment.", "probability": 0.00024397291254185769 }, { "score": 4.275457382202148, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product;", "probability": 0.00023451795987682522 }, { "score": 4.273241996765137, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product", "probability": 0.00023399898727822184 }, { "score": 4.11014461517334, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate;", "probability": 0.00019878411883301637 }, { "score": 4.022686004638672, "text": "provided that a merger, sale of stock or comparable transaction shall not constitute an assignment. In the event either Party desires to make such an assignment or other transfer of this Agreement or any rights or obligations hereunder, such Party shall deliver a written notice to the other Party requesting the other Party's written consent in accordance with this Section 13.2, and the other Party shall provide such Party written notice of its determination whether to provide such written consent within [***] following its receipt of such written notice from such Party.", "probability": 0.0001821372994687358 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Anti-Assignment": [ { "score": 13.275528907775879, "text": "Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment.", "probability": 0.19656195027429735 }, { "score": 12.996347427368164, "text": "Any attempted assignment not in accordance with this Section 13.2 shall be void.", "probability": 0.14867997388545223 }, { "score": 12.972691535949707, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.14520409120953232 }, { "score": 12.93282413482666, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.13952905752558156 }, { "score": 12.513776779174805, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 13.2 shall be void.", "probability": 0.09176450082569056 }, { "score": 12.21463680267334, "text": "Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment. 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.", "probability": 0.06803930446900348 }, { "text": "", "score": 12.171863555908203, "probability": 0.06519040518253241 }, { "score": 11.539688110351562, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment.", "probability": 0.03464442620353733 }, { "score": 11.261420249938965, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates. Valeant guarantees the performance of all actions, agreements and obligations to be performed by its Affiliates under the terms and conditions of this Agreement. For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder.", "probability": 0.026229087171972795 }, { "score": 10.94158935546875, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 0.019049447487799357 }, { "score": 10.747812271118164, "text": "Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment", "probability": 0.01569372598250171 }, { "score": 10.581238746643066, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.", "probability": 0.013285689640250295 }, { "score": 10.437861442565918, "text": "In the event either Party desires to make such an assignment or other transfer of this Agreement or any rights or obligations hereunder, such Party shall deliver a written notice to the other Party requesting the other Party's written consent in accordance with this Section 13.2, and the other Party shall provide such Party written notice of its determination whether to provide such written consent within [***] following its receipt of such written notice from such Party.", "probability": 0.01151108155631356 }, { "score": 9.816143035888672, "text": "As between the Parties, Dova shall own all right, title and interest in and to any Product Materials (and all content contained therein) and any Product Labeling (and all content contained therein), including applicable copyrights and trademarks (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling), and to the extent Valeant (or any of its Affiliates) obtains or otherwise has a claim to any of the foregoing, Valeant hereby assigns (and shall cause any applicable Affiliate to assign) all of its right, title and interest in and to such Product Materials (and content) and Product Labeling (and content) (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling) to Dova and Valeant agrees to (and shall cause its applicable Affiliate to) execute all documents and take all actions as are reasonably requested by Dova to vest title to such Product Materials (and content) and Product Labeling (and content) in Dova (or its designated Affiliate).", "probability": 0.006181690503426124 }, { "score": 9.698481559753418, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention. For clarity, any and all Inventions and any information contained therein or related thereto shall constitute Confidential Information of Dova.\n\n8.2 Title to Trademarks and Copyrights. The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.", "probability": 0.005495503993278123 }, { "score": 9.37265682220459, "text": "Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 13.2 shall be void.", "probability": 0.003967378561461988 }, { "score": 9.159969329833984, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate;", "probability": 0.003207263470814741 }, { "score": 8.73265266418457, "text": "Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.0020919599603402353 }, { "score": 8.609148979187012, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.", "probability": 0.001848912672313567 }, { "score": 8.595884323120117, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force", "probability": 0.0018245494239003581 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Revenue/Profit Sharing": [ { "score": 13.56118392944336, "text": "Pursuant to the agreement, Dova will pay Salix a quarterly fee based on net sales (as defined in the agreement) of DOPTELET prescribed by gastroenterologists in the U.S.", "probability": 0.28374231948784023 }, { "score": 13.1857328414917, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "probability": 0.19492510592182222 }, { "text": "", "score": 12.143442153930664, "probability": 0.06873955000266722 }, { "score": 12.092917442321777, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;", "probability": 0.0653527822278552 }, { "score": 12.012182235717773, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales", "probability": 0.0602838841500572 }, { "score": 11.774044036865234, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;", "probability": 0.04750935352480854 }, { "score": 11.694135665893555, "text": "In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product.", "probability": 0.04386067957234413 }, { "score": 11.220884323120117, "text": "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.", "probability": 0.027324039820719494 }, { "score": 11.15870475769043, "text": "(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "probability": 0.025676786348336235 }, { "score": 11.048421859741211, "text": "Pursuant to the agreement, Dova will pay Salix a quarterly fee based on net sales (as defined in the agreement) of DOPTELET prescribed by gastroenterologists in the U.S.", "probability": 0.02299563535720046 }, { "score": 11.0403470993042, "text": "Pursuant to the agreement, Dova will pay Salix a quarterly fee based on net sales (as defined in the agreement) of DOPTELET prescribed by gastroenterologists in the U.S.\n\n\"We are delighted to be working with Salix, a company considered by many to have the preeminent gastroenterology sales force in the United States,\" said Alex C. Sapir, president and chief executive officer, Dova Pharmaceuticals. \"Given Salix's presence and strong reputation within large gastroenterology group practices coupled with the early interest we are seeing among the gastroenterology community, we are excited to see the impact this partnership will bring to DOPTELET and to patients.\"\n\n\"Salix considers liver disease a strategic therapeutic area of focus, given our history and knowledge with XIFAXAN\u00ae (rifaximin), an innovative medicine indicated for the treatment of overt hepatic encephalopathy (HE), a condition that is often a consequence of chronic liver disease,\" said Mark McKenna, president, Salix Pharmaceuticals.", "probability": 0.022810698774741955 }, { "score": 11.04030990600586, "text": "Pursuant to the agreement, Dova will pay Salix a quarterly fee based on net sales (as defined in the agreement) of DOPTELET prescribed by gastroenterologists in the U.S.\n\n\"We are delighted to be working with Salix, a company considered by many to have the preeminent gastroenterology sales force in the United States,\" said Alex C. Sapir, president and chief executive officer, Dova Pharmaceuticals.", "probability": 0.022809850385394386 }, { "score": 10.975378036499023, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales", "probability": 0.021375824936544677 }, { "score": 10.81417465209961, "text": "In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product. On at least a quarterly basis, the Parties will meet, through the JSC, to review the target incentive compensation and the actual incentive compensation paid out to the Sales Representatives to discuss, in good faith, any appropriate adjustments to the sales targets and goals related to the Product (but not to the above-mentioned fifty percent (50%) threshold of the target incentive compensation), with the intent of achieving, on average, an actual payout to the Sales Representatives of 50% of their incentive compensation relating to sales of the Product.", "probability": 0.018193369657981975 }, { "score": 10.603885650634766, "text": "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.", "probability": 0.014742997462268917 }, { "score": 10.56003475189209, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:", "probability": 0.014110473499034992 }, { "score": 10.410933494567871, "text": "Notwithstanding the terms of this Section 4.2.1, Valeant shall have the right, from time to time, during the Term, to include in the incentive compensation package of all or some of the Sales Representatives a spiff, spiv or other similar incentive bonus that is based on [***], provided that the actual, maximum payout from such incentive bonuses does not exceed, in the aggregate, an amount equal to [***] for each Sales Representative for each Calendar Quarter.", "probability": 0.012155917225397425 }, { "score": 10.410460472106934, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales", "probability": 0.012150168563246862 }, { "score": 10.288772583007812, "text": "For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "probability": 0.010758059064362108 }, { "score": 10.262825012207031, "text": "(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.", "probability": 0.0104825040173759 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Price Restrictions": [ { "score": 12.17811393737793, "text": "Pursuant to the agreement, Dova will pay Salix a quarterly fee based on net sales (as defined in the agreement) of DOPTELET prescribed by gastroenterologists in the U.S.", "probability": 0.25504860618821634 }, { "text": "", "score": 12.073356628417969, "probability": 0.22968224966327416 }, { "score": 11.49081802368164, "text": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.1282726691326455 }, { "score": 10.640608787536621, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives.", "probability": 0.05481418383973249 }, { "score": 10.568426132202148, "text": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].\n\n(c) In the event that subsections (a) above and (b) above are both applicable in an applicable Calendar Quarter, then the Applicable Percentage shall be reduced to a new percentage equal to the lower of the percentages calculated under subsections (a) and (b).", "probability": 0.05099697587110444 }, { "score": 10.39229965209961, "text": "Notwithstanding the terms of this Section 4.2.1, Valeant shall have the right, from time to time, during the Term, to include in the incentive compensation package of all or some of the Sales Representatives a spiff, spiv or other similar incentive bonus that is based on [***], provided that the actual, maximum payout from such incentive bonuses does not exceed, in the aggregate, an amount equal to [***] for each Sales Representative for each Calendar Quarter.", "probability": 0.04276157223122701 }, { "score": 10.199275970458984, "text": "If Dova wishes to conduct speaker programs in any Calendar Year after 2018 in excess of the Speaker Program Threshold, then the Parties shall meet, through the Marketing Sub-Committee, to discuss such excess speaker programs and the costs thereof.", "probability": 0.03525531057701289 }, { "score": 10.070600509643555, "text": "If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.0309985587591051 }, { "score": 9.906790733337402, "text": "[***] shall constitute the \"Speaker Program Threshold\". If Dova wishes to conduct speaker programs in any Calendar Year after 2018 in excess of the Speaker Program Threshold, then the Parties shall meet, through the Marketing Sub-Committee, to discuss such excess speaker programs and the costs thereof.", "probability": 0.026314784656044577 }, { "score": 9.791526794433594, "text": "If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].\n\n(b) If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.023449917964078845 }, { "score": 9.772295951843262, "text": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.02300326480645737 }, { "score": 9.734474182128906, "text": "[***] shall constitute the \"Speaker Program Threshold\".", "probability": 0.022149488069729342 }, { "score": 9.586874961853027, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "probability": 0.019110065083418046 }, { "score": 9.407686233520508, "text": "In the event that subsections (a) above and (b) above are both applicable in an applicable Calendar Quarter, then the Applicable Percentage shall be reduced to a new percentage equal to the lower of the percentages calculated under subsections (a) and (b).", "probability": 0.01597502293014742 }, { "score": 9.175326347351074, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives", "probability": 0.012662774524650353 }, { "score": 8.51500129699707, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;", "probability": 0.006542644876721762 }, { "score": 8.499679565429688, "text": "For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n6.1.2 Adjustment of Promotion Fee. The percentages set forth in Section 6.1.1 [***] shall each be referred to as an \"Applicable Percentage\".\n\n(a) If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.006443164281792526 }, { "score": 8.433895111083984, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales", "probability": 0.006032945182869069 }, { "score": 8.361504554748535, "text": "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.", "probability": 0.005611649791976353 }, { "score": 8.220605850219727, "text": "For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n6.1.2 Adjustment of Promotion Fee. The percentages set forth in Section 6.1.1 [***] shall each be referred to as an \"Applicable Percentage\".\n\n(a) If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].\n\n(b) If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.004874151569796389 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Minimum Commitment": [ { "score": 13.05550765991211, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory.", "probability": 0.256503059958648 }, { "score": 12.232419967651367, "text": "If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.11262378208138583 }, { "text": "", "score": 12.160358428955078, "probability": 0.10479345977851251 }, { "score": 11.685754776000977, "text": "12.2.3 by Dova if the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for [***] consecutive Calendar Quarters, upon [***] written notice to Valeant, such notice to be delivered no less than [***] following the end of the last consecutive Calendar Quarter in which the actual Details are less than the Quarterly Minimum Details;", "probability": 0.06519532150448774 }, { "score": 11.657549858093262, "text": "\"Quarterly Minimum Details\" for an applicable Calendar Quarter shall mean [***].", "probability": 0.06338218272571791 }, { "score": 11.469270706176758, "text": "If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].\n\n(b) If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.05250474993554145 }, { "score": 11.258588790893555, "text": "The Parties agree that these institutional account managers shall not be required to achieve any minimum number of Details.", "probability": 0.04253051104010174 }, { "score": 11.064498901367188, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory", "probability": 0.035027442848996886 }, { "score": 11.047712326049805, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory.", "probability": 0.03444435971802616 }, { "score": 11.008492469787598, "text": "In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product.", "probability": 0.03311960503183001 }, { "score": 11.00422477722168, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.\n\n4.1.3 Target Incentive Compensation. In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product.", "probability": 0.03297856191804408 }, { "score": 10.745540618896484, "text": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.025461653936799222 }, { "score": 10.720102310180664, "text": "The Parties agree that these institutional account managers shall not be required to achieve any minimum number of Details.", "probability": 0.024822121324380383 }, { "score": 10.702494621276855, "text": "12.2.2 by Dova if the Quarterly Average Sales Force Size is less than [***] Sales Representatives for [***] consecutive Calendar Quarters, upon [***] written notice to Valeant, such notice to be delivered no less than [***] following the end of the last consecutive Calendar Quarter in which the Quarterly Average Sales Force Size is less than [***] Sales Representatives;\n\n12.2.3 by Dova if the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for [***] consecutive Calendar Quarters, upon [***] written notice to Valeant, such notice to be delivered no less than [***] following the end of the last consecutive Calendar Quarter in which the actual Details are less than the Quarterly Minimum Details;", "probability": 0.024388886459481323 }, { "score": 10.673511505126953, "text": "\"Quarterly Minimum Details\" for an applicable Calendar Quarter shall mean [***].", "probability": 0.02369216586834693 }, { "score": 10.388627052307129, "text": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.0178189052540051 }, { "score": 10.155423164367676, "text": "12.2.2 by Dova if the Quarterly Average Sales Force Size is less than [***] Sales Representatives for [***] consecutive Calendar Quarters, upon [***] written notice to Valeant, such notice to be delivered no less than [***] following the end of the last consecutive Calendar Quarter in which the Quarterly Average Sales Force Size is less than [***] Sales Representatives;", "probability": 0.0141124318252569 }, { "score": 10.084209442138672, "text": "In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product. On at least a quarterly basis, the Parties will meet, through the JSC, to review the target incentive compensation and the actual incentive compensation paid out to the Sales Representatives to discuss, in good faith, any appropriate adjustments to the sales targets and goals related to the Product (but not to the above-mentioned fifty percent (50%) threshold of the target incentive compensation), with the intent of achieving, on average, an actual payout to the Sales Representatives of 50% of their incentive compensation relating to sales of the Product.", "probability": 0.013142383330840585 }, { "score": 10.079941749572754, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.\n\n4.1.3 Target Incentive Compensation. In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product. On at least a quarterly basis, the Parties will meet, through the JSC, to review the target incentive compensation and the actual incentive compensation paid out to the Sales Representatives to discuss, in good faith, any appropriate adjustments to the sales targets and goals related to the Product (but not to the above-mentioned fifty percent (50%) threshold of the target incentive compensation), with the intent of achieving, on average, an actual payout to the Sales Representatives of 50% of their incentive compensation relating to sales of the Product.", "probability": 0.013086415191553643 }, { "score": 9.847476959228516, "text": "\"Quarterly Average Sales Force Size\" shall have the meaning set forth in Section 4.2.2.\n\n1.50 \"Quarterly Minimum Details\" for an applicable Calendar Quarter shall mean [***].", "probability": 0.010372000268043595 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Volume Restriction": [ { "text": "", "score": 12.087373733520508, "probability": 0.13088263999325753 }, { "score": 11.83405876159668, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory.", "probability": 0.10159416189447085 }, { "score": 11.780896186828613, "text": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.09633420974064913 }, { "score": 11.754459381103516, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "probability": 0.09382081046112761 }, { "score": 11.613189697265625, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.\n\n4.1.3 Target Incentive Compensation. In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product.", "probability": 0.08146039958455784 }, { "score": 11.240458488464355, "text": "[***] shall constitute the \"Speaker Program Threshold\".", "probability": 0.05611402597686777 }, { "score": 11.163865089416504, "text": "In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product.", "probability": 0.051976536710398105 }, { "score": 11.082260131835938, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;", "probability": 0.04790344593724527 }, { "score": 11.04703426361084, "text": "[***] shall constitute the \"Speaker Program Threshold\".", "probability": 0.04624538031270885 }, { "score": 10.902376174926758, "text": "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.", "probability": 0.04001696483819259 }, { "score": 10.825000762939453, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales", "probability": 0.03703739482357141 }, { "score": 10.748302459716797, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;", "probability": 0.034302895583229506 }, { "score": 10.578691482543945, "text": "Notwithstanding the terms of this Section 4.2.1, Valeant shall have the right, from time to time, during the Term, to include in the incentive compensation package of all or some of the Sales Representatives a spiff, spiv or other similar incentive bonus that is based on [***], provided that the actual, maximum payout from such incentive bonuses does not exceed, in the aggregate, an amount equal to [***] for each Sales Representative for each Calendar Quarter.", "probability": 0.028951406678575306 }, { "score": 10.510340690612793, "text": "[***] shall constitute the \"Speaker Program Threshold\". If Dova wishes to conduct speaker programs in any Calendar Year after 2018 in excess of the Speaker Program Threshold, then the Parties shall meet, through the Marketing Sub-Committee, to discuss such excess speaker programs and the costs thereof.", "probability": 0.027038668303766274 }, { "score": 10.470063209533691, "text": "If Dova wishes to conduct speaker programs in any Calendar Year after 2018 in excess of the Speaker Program Threshold, then the Parties shall meet, through the Marketing Sub-Committee, to discuss such excess speaker programs and the costs thereof.", "probability": 0.02597125942198049 }, { "score": 10.293827056884766, "text": "In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product.", "probability": 0.021774822411975037 }, { "score": 10.280969619750977, "text": "Valeant shall instruct the Field Force Personnel that are engaged in Detailing to, and will monitor the Field Force Personnel that are engaged in Detailing to ensure that such Field Force Personnel, limit their claims of efficacy and safety for the Product to those claims which are consistent with and do not exceed the Product Labeling and any Promotional Materials.", "probability": 0.021496646150793556 }, { "score": 10.250410079956055, "text": "If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].\n\n(b) If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "probability": 0.020849654767294005 }, { "score": 10.133931159973145, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.018557211436676078 }, { "score": 10.085023880004883, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory", "probability": 0.017671464972662886 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Ip Ownership Assignment": [ { "score": 12.639022827148438, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.", "probability": 0.1692440548765817 }, { "score": 12.57503890991211, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 0.15875432280281107 }, { "score": 12.457808494567871, "text": "Subject to the terms of Section 8.1.1, Dova shall have and retain sole and exclusive right, title and interest in and to all inventions, developments, discoveries, writings, trade secrets, Know-How, methods, practices, procedures, designs, improvements and other technology, whether or not patentable or copyrightable, and any patent applications, patents, or copyrights based thereon (collectively, \"Intellectual Property\") relating to the Product that are (i) owned or controlled by Dova as of the Effective Date, (ii) made, discovered, conceived, reduced to practice or generated by Dova (or its employees or representatives) during the Term, or (iii) made, discovered, conceived, reduced to practice or generated by Valeant (or its employees or representatives) in performing its activities pursuant to this Agreement to the extent primarily related to the Product or which is otherwise derived from the Confidential Information of Dova (\"Inventions\"). Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 0.1411929581436687 }, { "score": 12.420232772827148, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 0.13598597162111953 }, { "score": 12.40300178527832, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention. For clarity, any and all Inventions and any information contained therein or related thereto shall constitute Confidential Information of Dova.\n\n8.2 Title to Trademarks and Copyrights. The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.", "probability": 0.1336628711731817 }, { "text": "", "score": 12.27174186706543, "probability": 0.11722097454311894 }, { "score": 11.902311325073242, "text": "Subject to the terms of Section 8.1.1, Dova shall have and retain sole and exclusive right, title and interest in and to all inventions, developments, discoveries, writings, trade secrets, Know-How, methods, practices, procedures, designs, improvements and other technology, whether or not patentable or copyrightable, and any patent applications, patents, or copyrights based thereon (collectively, \"Intellectual Property\") relating to the Product that are (i) owned or controlled by Dova as of the Effective Date, (ii) made, discovered, conceived, reduced to practice or generated by Dova (or its employees or representatives) during the Term, or (iii) made, discovered, conceived, reduced to practice or generated by Valeant (or its employees or representatives) in performing its activities pursuant to this Agreement to the extent primarily related to the Product or which is otherwise derived from the Confidential Information of Dova (\"Inventions\").", "probability": 0.08101467270849973 }, { "score": 9.921056747436523, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova", "probability": 0.011171609624713466 }, { "score": 9.685036659240723, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention. For clarity, any and all Inventions and any information contained therein or related thereto shall constitute Confidential Information of Dova.\n\n8.2 Title to Trademarks and Copyrights. The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova", "probability": 0.008822944139510775 }, { "score": 9.292219161987305, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.\n\n8.3 Protection of Trademarks and Copyrights. As between the Parties, Dova shall have the sole right (but not the obligation), as determined by Dova in its sole discretion, to (i) maintain the Dova Trademarks and Copyrights and/or (ii) protect, enforce and defend the Dova Trademarks and Copyrights. Valeant shall give notice to Dova of any infringement of, or challenge to, the validity or enforceability of the Dova Trademarks and Copyrights promptly after learning of such infringement or challenge.", "probability": 0.005956827970785205 }, { "score": 9.192794799804688, "text": "Subject to the terms of Section 8.1.1, Dova shall have and retain sole and exclusive right, title and interest in and to all inventions, developments, discoveries, writings, trade secrets, Know-How, methods, practices, procedures, designs, improvements and other technology, whether or not patentable or copyrightable, and any patent applications, patents, or copyrights based thereon (collectively, \"Intellectual Property\") relating to the Product that are (i) owned or controlled by Dova as of the Effective Date, (ii) made, discovered, conceived, reduced to practice or generated by Dova (or its employees or representatives) during the Term, or (iii) made, discovered, conceived, reduced to practice or generated by Valeant (or its employees or representatives) in performing its activities pursuant to this Agreement to the extent primarily related to the Product or which is otherwise derived from the Confidential Information of Dova (\"Inventions\"). Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention", "probability": 0.005393064399240942 }, { "score": 9.155220031738281, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention", "probability": 0.005194181150357814 }, { "score": 9.143993377685547, "text": "Subject to the terms of Section 8.1.1, Dova shall have and retain sole and exclusive right, title and interest in and to all inventions, developments, discoveries, writings, trade secrets, Know-How, methods, practices, procedures, designs, improvements and other technology, whether or not patentable or copyrightable, and any patent applications, patents, or copyrights based thereon (collectively, \"Intellectual Property\") relating to the Product that are (i) owned or controlled by Dova as of the Effective Date, (ii) made, discovered, conceived, reduced to practice or generated by Dova (or its employees or representatives) during the Term, or (iii) made, discovered, conceived, reduced to practice or generated by Valeant (or its employees or representatives) in performing its activities pursuant to this Agreement to the extent primarily related to the Product or which is otherwise derived from the Confidential Information of Dova (\"Inventions\"). Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention. For clarity, any and all Inventions and any information contained therein or related thereto shall constitute Confidential Information of Dova.", "probability": 0.00513619398546183 }, { "score": 9.11270809173584, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment.", "probability": 0.004977994253073176 }, { "score": 9.106417655944824, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention. For clarity, any and all Inventions and any information contained therein or related thereto shall constitute Confidential Information of Dova.", "probability": 0.004946778782245499 }, { "score": 9.056199073791504, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention. For clarity, any and all Inventions and any information contained therein or related thereto shall constitute Confidential Information of Dova.\n\n8.2 Title to Trademarks and Copyrights. The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.\n\n8.3 Protection of Trademarks and Copyrights. As between the Parties, Dova shall have the sole right (but not the obligation), as determined by Dova in its sole discretion, to (i) maintain the Dova Trademarks and Copyrights and/or (ii) protect, enforce and defend the Dova Trademarks and Copyrights. Valeant shall give notice to Dova of any infringement of, or challenge to, the validity or enforceability of the Dova Trademarks and Copyrights promptly after learning of such infringement or challenge.", "probability": 0.00470449310354068 }, { "score": 8.814310073852539, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention", "probability": 0.0036937013515058225 }, { "score": 7.529016017913818, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 13.2 shall be void.", "probability": 0.001021564193467328 }, { "score": 7.471944808959961, "text": "Dova shall retain ownership of the rights to the Product and record on its books all revenues from sales of the Product.", "probability": 0.0009648947670330795 }, { "score": 7.445727348327637, "text": "The Parties agree that any improvement, enhancement or modification made, discovered, conceived, or reduced to practice by Valeant to any Valeant Property in performing its activities pursuant to this Agreement which is not primarily related to the Product, or which is not otherwise derived from the Confidential Information of Dova, shall be deemed Valeant Property.", "probability": 0.0009399264100829535 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.19418716430664, "probability": 0.7132050900584492 }, { "score": 10.713839530944824, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 0.1622959287573682 }, { "score": 10.30436897277832, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.", "probability": 0.10776477379432339 }, { "score": 8.140623092651367, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention", "probability": 0.01238151892086587 }, { "score": 6.089737892150879, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova", "probability": 0.0015925233179913214 }, { "score": 5.709823131561279, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.\n\n8.3 Protection of Trademarks and Copyrights. As between the Parties, Dova shall have the sole right (but not the obligation), as determined by Dova in its sole discretion, to (i) maintain the Dova Trademarks and Copyrights and/or (ii) protect, enforce and defend the Dova Trademarks and Copyrights.", "probability": 0.0010891580756806191 }, { "score": 4.855403423309326, "text": "Section 8.1.1, Dova shall have and retain sole and exclusive right, title and interest in and to all inventions, developments, discoveries, writings, trade secrets, Know-How, methods, practices, procedures, designs, improvements and other technology, whether or not patentable or copyrightable, and any patent applications, patents, or copyrights based thereon (collectively, \"Intellectual Property\") relating to the Product that are (i) owned or controlled by Dova as of the Effective Date, (ii) made, discovered, conceived, reduced to practice or generated by Dova (or its employees or representatives) during the Term, or (iii) made, discovered, conceived, reduced to practice or generated by Valeant (or its employees or representatives) in performing its activities pursuant to this Agreement to the extent primarily related to the Product or which is otherwise derived from the Confidential Information of Dova (\"Inventions\"). Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 0.00046346949152096205 }, { "score": 4.409054279327393, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "probability": 0.0002966020724085467 }, { "score": 4.003462314605713, "text": "As between the Parties, Dova shall own all right, title and interest in and to any Product Materials (and all content contained therein) and any Product Labeling (and all content contained therein), including applicable copyrights and trademarks (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling), and to the extent Valeant (or any of its Affiliates) obtains or otherwise has a claim to any of the foregoing, Valeant hereby assigns (and shall cause any applicable Affiliate to assign) all of its right, title and interest in and to such Product Materials (and content) and Product Labeling (and content) (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling) to Dova and Valeant agrees to (and shall cause its applicable Affiliate to) execute all documents and take all actions as are", "probability": 0.00019770963257368515 }, { "score": 3.4482884407043457, "text": "Dova shall have and retain sole and exclusive right, title and interest in and to all inventions, developments, discoveries, writings, trade secrets, Know-How, methods, practices, procedures, designs, improvements and other technology, whether or not patentable or copyrightable, and any patent applications, patents, or copyrights based thereon (collectively, \"Intellectual Property\") relating to the Product that are (i) owned or controlled by Dova as of the Effective Date, (ii) made, discovered, conceived, reduced to practice or generated by Dova (or its employees or representatives) during the Term, or (iii) made, discovered, conceived, reduced to practice or generated by Valeant (or its employees or representatives) in performing its activities pursuant to this Agreement to the extent primarily related to the Product or which is otherwise derived from the Confidential Information of Dova (\"Inventions\"). Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 0.00011347988292645196 }, { "score": 3.3224105834960938, "text": "collectively, \"Intellectual Property\") relating to the Product that are (i) owned or controlled by Dova as of the Effective Date, (ii) made, discovered, conceived, reduced to practice or generated by Dova (or its employees or representatives) during the Term, or (iii) made, discovered, conceived, reduced to practice or generated by Valeant (or its employees or representatives) in performing its activities pursuant to this Agreement to the extent primarily related to the Product or which is otherwise derived from the Confidential Information of Dova (\"Inventions\"). Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 0.00010005777018824717 }, { "score": 3.313264846801758, "text": "Vale", "probability": 9.914684008085326e-05 }, { "score": 3.252952814102173, "text": "The purposes of the JSC shall be to, subject to Section 3.4:", "probability": 9.334384672795593e-05 }, { "score": 3.156822443008423, "text": "The", "probability": 8.478847118746439e-05 }, { "score": 2.6790201663970947, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.\n\n8.3 Protection of Trademarks and Copyrights. As between the Parties, Dova shall have the sole right (but not the obligation), as determined by Dova in its sole discretion, to (i) maintain the Dova Trademarks and Copyrights and/or (ii) protect, enforce and defend the Dova Trademarks and Copyrights. Valeant shall give notice to Dova of any infringement of, or challenge to, the validity or enforceability of the Dova Trademarks and Copyrights promptly after learning of such infringement or challenge.", "probability": 5.25811296757861e-05 }, { "score": 2.3051719665527344, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.\n\n8.3 Protection of Trademarks and Copyrights. As", "probability": 3.6180094942036616e-05 }, { "score": 2.282186508178711, "text": "Section 8.1.1, Dova shall have and retain sole and exclusive right, title and interest in and to all inventions, developments, discoveries, writings, trade secrets, Know-How, methods, practices, procedures, designs, improvements and other technology, whether or not patentable or copyrightable, and any patent applications, patents, or copyrights based thereon (collectively, \"Intellectual Property\") relating to the Product that are (i) owned or controlled by Dova as of the Effective Date, (ii) made, discovered, conceived, reduced to practice or generated by Dova (or its employees or representatives) during the Term, or (iii) made, discovered, conceived, reduced to practice or generated by Valeant (or its employees or representatives) in performing its activities pursuant to this Agreement to the extent primarily related to the Product or which is otherwise derived from the Confidential Information of Dova (\"Inventions\"). Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention", "probability": 3.535796360475136e-05 }, { "score": 2.2527010440826416, "text": "(collectively, \"Intellectual Property\") relating to the Product that are (i) owned or controlled by Dova as of the Effective Date, (ii) made, discovered, conceived, reduced to practice or generated by Dova (or its employees or representatives) during the Term, or (iii) made, discovered, conceived, reduced to practice or generated by Valeant (or its employees or representatives) in performing its activities pursuant to this Agreement to the extent primarily related to the Product or which is otherwise derived from the Confidential Information of Dova (\"Inventions\"). Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 3.433063765759062e-05 }, { "score": 2.201679229736328, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.\n\n8.3 Protection of Trademarks and Copyrights. As between the Parties, Dova shall have the sole right (but not the obligation), as determined by Dova in its sole discretion, to (i) maintain the Dova Trademarks and Copyrights and/or (ii) protect, enforce and defend the Dova Trademarks and Copyrights. Valeant shall give notice to Dova of any infringement of, or challenge to, the validity or enforceability of the Dova Trademarks and Copyrights promptly after learning of such infringement or challenge. If Dova institutes an action against Third Party infringers or takes action to defend the Dova Trademarks and Copyrights, Valeant shall reasonably cooperate with Dova, at Dova's cost and expense.", "probability": 3.2622961055453325e-05 }, { "score": 2.1614394187927246, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention. For clarity, any and all Inventions and any information contained therein or related thereto shall constitute Confidential Information of Dova.", "probability": 3.1336280771760536e-05 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__License Grant": [ { "text": "", "score": 11.821115493774414, "probability": 0.2902064786373186 }, { "score": 11.584482192993164, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "probability": 0.22905436202832494 }, { "score": 11.334505081176758, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.1783917995311132 }, { "score": 10.78793716430664, "text": "Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement.", "probability": 0.10327696246905461 }, { "score": 10.465107917785645, "text": "Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement.", "probability": 0.07478258888320612 }, { "score": 10.327371597290039, "text": "all Field Force Personnel that are engaged in Detailing are, and will be, licensed to the extent required and in accordance with all Applicable Laws.", "probability": 0.06516019448431916 }, { "score": 9.018736839294434, "text": "The Parties agree that any improvement, enhancement or modification made, discovered, conceived, or reduced to practice by Valeant to any Valeant Property in performing its activities pursuant to this Agreement which is not primarily related to the Product, or which is not otherwise derived from the Confidential Information of Dova, shall be deemed Valeant Property. [***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.017605546781873517 }, { "score": 8.69006633758545, "text": "all Field Force Personnel that are engaged in Detailing are, and will be, licensed to the extent required and in accordance with all Applicable Laws.", "probability": 0.012673884132830831 }, { "score": 8.378289222717285, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement", "probability": 0.009279117022893189 }, { "score": 7.692786693572998, "text": "Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement", "probability": 0.004675162234623521 }, { "score": 7.589017868041992, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory", "probability": 0.004214348612591476 }, { "score": 7.277392387390137, "text": "], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.003085980881079406 }, { "score": 7.239041805267334, "text": "Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement", "probability": 0.002969872362868936 }, { "score": 6.454599857330322, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty.", "probability": 0.0013553734544381854 }, { "score": 5.8645172119140625, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty", "probability": 0.0007512583961713606 }, { "score": 5.822890281677246, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty. Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field.", "probability": 0.0007206277677781095 }, { "score": 5.80291223526001, "text": "Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.0007063738891915292 }, { "score": 5.273249626159668, "text": "The Parties agree that any improvement, enhancement or modification made, discovered, conceived, or reduced to practice by Valeant to any Valeant Property in performing its activities pursuant to this Agreement which is not primarily related to the Product, or which is not otherwise derived from the Confidential Information of Dova, shall be deemed Valeant Property. [***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory", "probability": 0.00041591548405879786 }, { "score": 5.090324878692627, "text": "***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.0003463872361382875 }, { "score": 5.035066604614258, "text": "2.4.1 Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement.", "probability": 0.00032776571012601267 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Transferable License": [ { "score": 12.75936222076416, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates. Valeant guarantees the performance of all actions, agreements and obligations to be performed by its Affiliates under the terms and conditions of this Agreement. For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder.", "probability": 0.1842303768334652 }, { "score": 12.506163597106934, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.14302056037934419 }, { "score": 12.489482879638672, "text": "For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder.", "probability": 0.14065466211802077 }, { "score": 12.484445571899414, "text": "For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder.", "probability": 0.13994792282605076 }, { "text": "", "score": 12.048908233642578, "probability": 0.09053468485403371 }, { "score": 11.909531593322754, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.07875615197855179 }, { "score": 11.895133018493652, "text": "Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates. Valeant guarantees the performance of all actions, agreements and obligations to be performed by its Affiliates under the terms and conditions of this Agreement. For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder.", "probability": 0.07763030041085568 }, { "score": 11.641934394836426, "text": "Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.06026546358971904 }, { "score": 11.002963066101074, "text": "Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable.", "probability": 0.031810227825128067 }, { "score": 10.180832862854004, "text": "], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.0139804183961031 }, { "score": 9.655034065246582, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates. Valeant guarantees the performance of all actions, agreements and obligations to be performed by its Affiliates under the terms and conditions of this Agreement. For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder", "probability": 0.008263587926935163 }, { "score": 9.380117416381836, "text": "For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder", "probability": 0.006277314226580552 }, { "score": 9.115077018737793, "text": "For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder", "probability": 0.0048157982736665725 }, { "score": 8.86627197265625, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field. Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates. Valeant guarantees the performance of all actions, agreements and obligations to be performed by its Affiliates under the terms and conditions of this Agreement. For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder.", "probability": 0.003755031876835225 }, { "score": 8.790804862976074, "text": "Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates. Valeant guarantees the performance of all actions, agreements and obligations to be performed by its Affiliates under the terms and conditions of this Agreement. For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder", "probability": 0.0034820794717224314 }, { "score": 8.759943008422852, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force", "probability": 0.0033762573737126556 }, { "score": 8.613073348999023, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field. Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.0029150825857167796 }, { "score": 8.539647102355957, "text": "Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable", "probability": 0.0027087083673250027 }, { "score": 8.254500389099121, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory", "probability": 0.0020366884719030037 }, { "score": 7.974101543426514, "text": "Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field. Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable.", "probability": 0.001538682214330475 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Affiliate License-Licensor": [ { "score": 12.255426406860352, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "probability": 0.23207672249889943 }, { "text": "", "score": 12.090065002441406, "probability": 0.1967052888638531 }, { "score": 11.716041564941406, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 0.13532552544380985 }, { "score": 11.393684387207031, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.09803514117075278 }, { "score": 11.363277435302734, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty.", "probability": 0.09509905626217313 }, { "score": 10.632098197937012, "text": "Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty.", "probability": 0.045775078638741425 }, { "score": 10.35539436340332, "text": "The Parties agree that any improvement, enhancement or modification made, discovered, conceived, or reduced to practice by Valeant to any Valeant Property in performing its activities pursuant to this Agreement which is not primarily related to the Product, or which is not otherwise derived from the Confidential Information of Dova, shall be deemed Valeant Property. [***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.03471028268260319 }, { "score": 10.086200714111328, "text": "], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.026518492628976927 }, { "score": 9.727783203125, "text": "Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement.", "probability": 0.01853062583149686 }, { "score": 9.612822532653809, "text": "\"Dova Trademarks and Copyrights\" shall mean the logos, trade dress, slogans, domain names and housemarks of Dova or any of its Affiliates as may appear on any Product Materials or Product Labeling, in each case, as may be updated from time to time by Dova.", "probability": 0.01651822213271979 }, { "score": 9.559184074401855, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement", "probability": 0.015655553103838697 }, { "score": 9.38455867767334, "text": "Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement.", "probability": 0.013147087986878376 }, { "score": 9.374083518981934, "text": "Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty.", "probability": 0.013010088949939939 }, { "score": 9.276138305664062, "text": "\"Dova Trademarks and Copyrights\" shall mean the logos, trade dress, slogans, domain names and housemarks of Dova or any of its Affiliates as may appear on any Product Materials or Product Labeling, in each case, as may be updated from time to time by Dova.", "probability": 0.011796229142757067 }, { "score": 9.15825366973877, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty", "probability": 0.010484471736520841 }, { "score": 9.065951347351074, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention", "probability": 0.00956005000706329 }, { "score": 9.001842498779297, "text": "[***], neither Dova nor is Affiliates shall, directly or indirectly, [***].", "probability": 0.008966398669581056 }, { "score": 8.949952125549316, "text": "For clarity, except as provided in Sections 2.1 or 2.4, Valeant shall not acquire any license or other intellectual property interest, by implication or otherwise, in any technology, Know-How or other intellectual property owned or controlled by Dova or any of its Affiliates, and Dova is not providing any such technology, Know-How or other intellectual property, or any assistance related thereto, to Valeant for any use other than for the mutual benefit of the Parties as expressly contemplated hereby.\n\n2.3 Non-Competition; Non-Solicitation.\n\n2.3.1 Non-Competition. (a) [***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.", "probability": 0.008512994289569302 }, { "score": 8.427074432373047, "text": "Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty", "probability": 0.005046606528899916 }, { "score": 8.318215370178223, "text": "\"Valeant Property\" shall have the meaning set forth in Section 8.1.1.\n\n1.68 \"WAC\" shall mean, for each SKU of the Product, Dova's list price for a unit of the SKU of the Product to wholesalers or direct purchasers in the Territory, as reported in wholesale price guides or other nationally recognized publications of drug pricing data.\n\nARTICLE 2 RIGHTS AND OBLIGATIONS\n\n2.1 Engagement; Grant of Rights. During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "probability": 0.004526083430924802 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.220553398132324, "probability": 0.23263475557979849 }, { "score": 12.215112686157227, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "probability": 0.23137249379441646 }, { "score": 11.763955116271973, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty.", "probability": 0.14735893851846213 }, { "score": 11.727872848510742, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.14213667595268883 }, { "score": 11.210328102111816, "text": "Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty.", "probability": 0.08471090611005261 }, { "score": 11.004128456115723, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.06892677498585703 }, { "score": 10.581910133361816, "text": "], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.04518776598931336 }, { "score": 9.443056106567383, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement", "probability": 0.014468478108234003 }, { "score": 8.666648864746094, "text": "[***], neither Dova nor is Affiliates shall, directly or indirectly, [***].", "probability": 0.006656308939513719 }, { "score": 8.650069236755371, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty", "probability": 0.006546859635025706 }, { "score": 8.096442222595215, "text": "Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty", "probability": 0.0037635342479674073 }, { "score": 7.959499359130859, "text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "probability": 0.0032818773189996174 }, { "score": 7.769406795501709, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment.", "probability": 0.002713727221362153 }, { "score": 7.420517921447754, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period. Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].\n\n(a) [***], neither Dova nor is Affiliates shall, directly or indirectly, [***].", "probability": 0.0019144572734307518 }, { "score": 7.274003982543945, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.", "probability": 0.001653542961780664 }, { "score": 7.1286211013793945, "text": "As between the Parties, Dova shall own all right, title and interest in and to any Product Materials (and all content contained therein) and any Product Labeling (and all content contained therein), including applicable copyrights and trademarks (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling), and to the extent Valeant (or any of its Affiliates) obtains or otherwise has a claim to any of the foregoing, Valeant hereby assigns (and shall cause any applicable Affiliate to assign) all of its right, title and interest in and to such Product Materials (and content) and Product Labeling (and content) (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling) to Dova and Valeant agrees to (and shall cause its applicable Affiliate to) execute all documents and take all actions as are reasonably requested by Dova to vest title to such Product Materials (and content) and Product Labeling (and content) in Dova (or its designated Affiliate).", "probability": 0.0014298039747291445 }, { "score": 7.11148738861084, "text": "For clarity, except as provided in Sections 2.1 or 2.4, Valeant shall not acquire any license or other intellectual property interest, by implication or otherwise, in any technology, Know-How or other intellectual property owned or controlled by Dova or any of its Affiliates, and Dova is not providing any such technology, Know-How or other intellectual property, or any assistance related thereto, to Valeant for any use other than for the mutual benefit of the Parties as expressly contemplated hereby.\n\n2.3 Non-Competition; Non-Solicitation.\n\n2.3.1 Non-Competition. (a) [***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.", "probability": 0.0014055148001804406 }, { "score": 7.08494758605957, "text": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.", "probability": 0.0013687033597677713 }, { "score": 7.0263671875, "text": "Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates.", "probability": 0.0012908274416558955 }, { "score": 6.934947490692139, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory", "probability": 0.0011780537867639269 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.804990768432617, "probability": 0.8869400209722331 }, { "score": 9.578777313232422, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.09573308023561734 }, { "score": 6.966753959655762, "text": "], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.007025458999885991 }, { "score": 6.902243137359619, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "probability": 0.006586550249677381 }, { "score": 5.246857643127441, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory", "probability": 0.0012581523232579935 }, { "score": 4.573740482330322, "text": "***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.0006418036095757416 }, { "score": 4.365355014801025, "text": "Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement.", "probability": 0.0005210765110921264 }, { "score": 4.184419631958008, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement", "probability": 0.0004348327621901888 }, { "score": 4.000665664672852, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty.", "probability": 0.00036184195755139934 }, { "score": 3.2720985412597656, "text": "Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.00017462492912958432 }, { "score": 2.6348347663879395, "text": "], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory", "probability": 9.233069442367041e-05 }, { "score": 2.0718472003936768, "text": "[", "probability": 5.258280004187983e-05 }, { "score": 2.0330939292907715, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty. Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field.", "probability": 5.0584024230160076e-05 }, { "score": 1.4783565998077393, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty", "probability": 2.9046513831071414e-05 }, { "score": 1.3803043365478516, "text": ".", "probability": 2.633361360635723e-05 }, { "score": 1.1669952869415283, "text": "During", "probability": 2.127509537510055e-05 }, { "score": 0.8124814033508301, "text": "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.", "probability": 1.492478529864295e-05 }, { "score": 0.700473427772522, "text": "all Field Force Personnel that are engaged in Detailing are, and will be, licensed to the extent required and in accordance with all Applicable Laws.", "probability": 1.3343312169622001e-05 }, { "score": 0.5527021884918213, "text": "Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement", "probability": 1.1510320399487808e-05 }, { "score": 0.47278928756713867, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding", "probability": 1.0626290412678073e-05 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.063142776489258, "probability": 0.997108936602286 }, { "score": 5.254549980163574, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "probability": 0.0011010532614169357 }, { "score": 5.242208480834961, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.0010875481215839664 }, { "score": 4.146703243255615, "text": "], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 0.00036364414802267516 }, { "score": 2.5869507789611816, "text": "all Field Force Personnel that are engaged in Detailing are, and will be, licensed to the extent required and in accordance with all Applicable Laws.", "probability": 7.643367030163914e-05 }, { "score": 2.324835777282715, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty.", "probability": 5.880978826627478e-05 }, { "score": 2.141904592514038, "text": "The Parties agree that any improvement, enhancement or modification made, discovered, conceived, or reduced to practice by Valeant to any Valeant Property in performing its activities pursuant to this Agreement which is not primarily related to the Product, or which is not otherwise derived from the Confidential Information of Dova, shall be deemed Valeant Property. [***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 4.897828925013246e-05 }, { "score": 1.9183990955352783, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement", "probability": 3.916845198278915e-05 }, { "score": 1.900977611541748, "text": "Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 3.849198902704341e-05 }, { "score": 1.1019296646118164, "text": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory", "probability": 1.7312039693501432e-05 }, { "score": 0.642972469329834, "text": "***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 1.0940210085214079e-05 }, { "score": 0.5424884557723999, "text": "Dova acknowledges that Valeant owns or is licensed to use certain Know-How relating to the proprietary sales and marketing information, methods and plans that has been independently developed or licensed by Valeant (such Know-How, the \"Valeant Property\"). The Parties agree that any improvement, enhancement or modification made, discovered, conceived, or reduced to practice by Valeant to any Valeant Property in performing its activities pursuant to this Agreement which is not primarily related to the Product, or which is not otherwise derived from the Confidential Information of Dova, shall be deemed Valeant Property. [***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 9.894321301470551e-06 }, { "score": 0.47312188148498535, "text": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty", "probability": 9.23124949291548e-06 }, { "score": 0.20833921432495117, "text": "A Party shall have the right to terminate this Agreement before the end of the Term as follows:", "probability": 7.083808913700697e-06 }, { "score": 0.10545682907104492, "text": "During", "probability": 6.3912467566986545e-06 }, { "score": 0.006424427032470703, "text": "], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory", "probability": 5.7886375783620995e-06 }, { "score": -0.5323957800865173, "text": "event later than [***] after receipt).", "probability": 3.377300598092325e-06 }, { "score": -0.8230894207954407, "text": "Upon the expiration or effective date of termination of this Agreement,", "probability": 2.5253586950554694e-06 }, { "score": -0.9118654727935791, "text": "8.1.1 Valeant Property. Dova acknowledges that Valeant owns or is licensed to use certain Know-How relating to the proprietary sales and marketing information, methods and plans that has been independently developed or licensed by Valeant (such Know-How, the \"Valeant Property\"). The Parties agree that any improvement, enhancement or modification made, discovered, conceived, or reduced to practice by Valeant to any Valeant Property in performing its activities pursuant to this Agreement which is not primarily related to the Product, or which is not otherwise derived from the Confidential Information of Dova, shall be deemed Valeant Property. [***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "probability": 2.3108306718279645e-06 }, { "score": -1.0167806148529053, "text": "Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives.\n\n12.4 Effects of Termination. Upon the expiration or effective date of termination of this Agreement,", "probability": 2.080674075617362e-06 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Source Code Escrow": [ { "text": "", "score": 12.26216983795166, "probability": 0.9999820468002455 }, { "score": -0.06421494483947754, "text": "A Party shall have the right to terminate this Agreement before the end of the Term as follows:", "probability": 4.433138604563366e-06 }, { "score": -0.2867394685745239, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 3.5487069513405813e-06 }, { "score": -0.39512211084365845, "text": "All payments under this Agreement shall be made in US Dollars by wire transfer or\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nACH to a bank account designated in writing by Valeant or Dova, as applicable, which shall be designated at least five (5) Business Days before such payment is due.", "probability": 3.184198649034254e-06 }, { "score": -1.2532602548599243, "text": "Any such notice shall be deemed to have been given: (a) when delivered if personally delivered; (b) on the\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nBusiness Day after dispatch if sent by nationally-recognized overnight courier; or (c) on the fifth (5th) Business Day following the date of mailing, if sent by mail.", "probability": 1.3499431923062003e-06 }, { "score": -1.7786271572113037, "text": "The purposes of the JSC shall be to, subject to Section 3.4:", "probability": 7.982731949496485e-07 }, { "score": -1.9310128688812256, "text": "protection and deceptive trade practices, including any state anti-kickback/fraud and abuse related laws, all as amended from time to time.", "probability": 6.854428849772995e-07 }, { "score": -2.042430877685547, "text": "primary or a secondary specialty designation of Gastroenterology, Colorectal Surgery or Proctology and that do not have either a primary or a secondary specialty designation of Hepatology shall be deemed to be in the Specialty.", "probability": 6.1317303263993e-07 }, { "score": -2.2283291816711426, "text": "Territory in accordance with this Agreement.", "probability": 5.091531543696876e-07 }, { "score": -2.3981776237487793, "text": "Any such notice shall be deemed to have been given:", "probability": 4.296197099375262e-07 }, { "score": -2.5008506774902344, "text": "All payments under this Agreement shall be made in US Dollars by wire transfer or\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nACH to a bank account designated in writing by Valeant or Dova, as applicable, which shall be designated at least five (5) Business Days before such payment is due.", "probability": 3.876982644519312e-07 }, { "score": -2.5680394172668457, "text": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated.", "probability": 3.6250513088750587e-07 }, { "score": -2.7767932415008545, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates. Valeant guarantees the performance of all actions, agreements and obligations to be performed by its Affiliates under the terms and conditions of this Agreement. For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder.", "probability": 2.942073539050011e-07 }, { "score": -2.930438756942749, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates.", "probability": 2.5230515530968924e-07 }, { "score": -3.0953593254089355, "text": "Dova shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through a certified public accounting firm or other auditor selected by Dova and reasonably acceptable to Valeant and upon execution of a confidentiality agreement reasonably satisfactory to Valeant in form and substance, to inspect and audit the applicable records and books maintained by Valeant relating to the Valeant Activities for purposes of verifying Valeant's compliance with the terms of this Agreement, provided that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Dova shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant compliance problems relating to Valeant's obligations hereunder or in response to any inquiry, inspection, investigation or other requirements of a Government Authority in the Territory relating to the Valeant Activities.", "probability": 2.139449459963105e-07 }, { "score": -3.154520273208618, "text": "All payments under this Agreement shall be made in US Dollars by wire transfer or", "probability": 2.0165489029479003e-07 }, { "score": -3.226961851119995, "text": "Notwithstanding the obligations set forth in Section 9.1.1, a Party may disclose the other Party's Confidential Information and the terms of this Agreement to the extent:", "probability": 1.8756326362724685e-07 }, { "score": -3.3100922107696533, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 1.726015631097619e-07 }, { "score": -3.3232264518737793, "text": "Valeant shall conduct the Valeant Activities for the Product in the Specialty in the Field in the\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nTerritory in accordance with this Agreement.", "probability": 1.7034939519947598e-07 }, { "score": -3.3939337730407715, "text": "A Party shall have the right to terminate this Agreement before the end of the Term as follows:", "probability": 1.5872041728439649e-07 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Post-Termination Services": [ { "text": "", "score": 12.388526916503906, "probability": 0.7885611128832434 }, { "score": 10.708526611328125, "text": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated.", "probability": 0.14696722510726748 }, { "score": 9.016045570373535, "text": "Such records shall be kept for the longer of (i) [***] after the end of the Calendar Year to which they relate and (ii) such period of time as required by Applicable Laws.", "probability": 0.027051124146125545 }, { "score": 8.659640312194824, "text": "Unless otherwise specified herein, the books and records for a given Calendar Year of the Term shall be maintained for a period of [***] after the end of such Calendar Year or longer if required by Applicable Law.", "probability": 0.018940894303035898 }, { "score": 7.6270270347595215, "text": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated. Such payments shall be made within [***] following the end of each calendar quarter in the Tail Period.", "probability": 0.006744383111878646 }, { "score": 6.557947158813477, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory.", "probability": 0.0023155104290644864 }, { "score": 6.524980545043945, "text": "Upon the expiration or effective date of termination of this Agreement, (i) all rights and obligations of both Parties hereunder shall immediately terminate, subject to any survival as set forth in Sections 12.5 and 12.6, (ii) Valeant, at Dova's direction, shall immediately return to Dova or destroy in accordance with all Applicable Laws all Product Materials, reports and other tangible items provided by or on behalf of Dova to Valeant or otherwise developed or obtained by Valeant pursuant to the terms of this Agreement (other than Valeant Property) (and at the request of Dova, Valeant shall certify destruction of such materials if Valeant does not to return such materials to Dova), (iii) Valeant shall immediately cease all Valeant Activities with respect to the Product, and (iv) each of Dova and Valeant shall, at the other Party's direction, either return to such other Party or destroy all Confidential Information of such other Party.", "probability": 0.0022404204231944126 }, { "score": 5.997767925262451, "text": "If this Agreement terminates or expires during a Calendar Quarter, the promotion fee payable to Valeant under Section 6.1 will be calculated only on the Net Sales that occurred during such Calendar Quarter prior to the effective date of such termination or expiration.", "probability": 0.0013224035041999923 }, { "score": 5.754614353179932, "text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment.", "probability": 0.0010369641370850022 }, { "score": 5.5008769035339355, "text": "If any Field Force Personnel leaves the employ of Valeant (or any of its Affiliates), or otherwise ceases to conduct the Valeant Activities for the Product, Valeant shall, to the extent consistent with, and in a manner similar to, its practices with respect to departures of the sales representatives or other field force personnel, as applicable, promoting, marketing or detailing other products for Valeant, account for, and shall cause such departing Field Force Personnel to return to Valeant and delete from his/her computer files (to the extent such materials or information have been provided in, or converted into, electronic form) all materials relating to the Product that have been provided to such individual, including the Product Materials and account level information, including all copies of the foregoing.", "probability": 0.0008045757940842346 }, { "score": 5.307814598083496, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory", "probability": 0.000663316909504765 }, { "score": 5.262618064880371, "text": "Upon the expiration or effective date of termination of this Agreement,", "probability": 0.0006340046799282143 }, { "score": 5.052670478820801, "text": "Within [***] following the end of each Calendar Quarter during the Term, Valeant shall provide Dova with a written report (each a \"Compensation Report\"), which describes (i) the details of the incentive compensation package of each Sales Representative as it relates to the Product and the Designated Product (or Alternate Product, as the case may be) (but, in the case of the Designated Product or Alternate Product, such details shall be limited to information regarding what portion of the Sales Representatives' target incentive compensation package is derived from achieving sales targets or goals of the Designated Product (or Alternate Product) , but shall not include any sales targets or goals for the Designated Product (or Alternate Product)), and (ii) the actual incentive compensation payouts for each Sales Representatives as described in Section 4.1.3.", "probability": 0.0005139411423956607 }, { "score": 4.949248313903809, "text": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated. Such payments shall be made within [***] following the end of each calendar quarter in the Tail Period. Sections 6.3, 6.4 and 6.5 shall apply, mutatis mutandis, to such Tail Period payments.", "probability": 0.00046344447603418004 }, { "score": 4.836409091949463, "text": "Within sixty (60) days after the end of each Calendar Quarter during the Term, Dova shall pay to Valeant the undisputed portion of the promotion fee payable in respect of such Net Sales in accordance with Section 6.1.", "probability": 0.0004139922952187133 }, { "score": 4.591129302978516, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory.", "probability": 0.0003239429999056508 }, { "score": 4.505223274230957, "text": "Territory in accordance with this Agreement.", "probability": 0.0002972761620583229 }, { "score": 4.429355144500732, "text": "Territory in accordance with this Agreement.\n\n4.1.2 Number of Sales Representatives. Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory.", "probability": 0.00027555670015998727 }, { "score": 4.242629051208496, "text": "Unless otherwise specified herein, the books and records for a given Calendar Year of the Term shall be maintained for a period of [***] after the end of such Calendar Year or longer if required by Applicable Law", "probability": 0.0002286213913239904 }, { "score": 4.115305423736572, "text": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated. Such payments shall be made within [***] following the end of each calendar quarter in the Tail Period", "probability": 0.00020128940429187982 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Audit Rights": [ { "score": 13.21638011932373, "text": "Valeant shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through certified public accounting firm or other auditor selected by Valeant and reasonably acceptable to Dova and upon execution of a confidentiality agreement reasonably satisfactory to Dova in form and substance, to inspect and audit the applicable records and books maintained by Dova for purposes of verifying Dova's payment obligations within this Agreement, including the applicable records and books of account maintained by Dova, or any Affiliate, as applicable, with respect to Net Sales in order to confirm the accuracy and completeness of such records and books of account and all payments hereunder; provided, however, that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Valeant shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant problems relating to Dova's payment obligations hereunder.", "probability": 0.15218756833646957 }, { "score": 13.157670974731445, "text": "Dova shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through a certified public accounting firm or other auditor selected by Dova and reasonably acceptable to Valeant and upon execution of a confidentiality agreement reasonably satisfactory to Valeant in form and substance, to inspect and audit the applicable records and books maintained by Valeant relating to the Valeant Activities for purposes of verifying Valeant's compliance with the terms of this Agreement, provided that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Dova shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant compliance problems relating to Valeant's obligations hereunder or in response to any inquiry, inspection, investigation or other requirements of a Government Authority in the Territory relating to the Valeant Activities.", "probability": 0.1435099854380151 }, { "score": 12.413572311401367, "text": "Dova shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through a certified public accounting firm or other auditor selected by Dova and reasonably acceptable to Valeant and upon execution of a confidentiality agreement reasonably satisfactory to Valeant in form and substance, to inspect and audit the applicable records and books maintained by Valeant relating to the Valeant Activities for purposes of verifying Valeant's compliance with the terms of this Agreement, provided that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Dova shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant compliance problems relating to Valeant's obligations hereunder or in response to any inquiry, inspection, investigation or other requirements of a Government Authority in the Territory relating to the Valeant Activities. For purposes of clarity, any such inspection or audit described in this Section 7.3 shall be limited to only those books and records of Valeant that are applicable to Valeant's performance of its obligations under this Agreement. Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant.", "probability": 0.06819054742129019 }, { "text": "", "score": 12.269157409667969, "probability": 0.05902086660495392 }, { "score": 12.230472564697266, "text": "Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant.", "probability": 0.05678125238947062 }, { "score": 12.20003890991211, "text": "Valeant shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through certified public accounting firm or other auditor selected by Valeant and reasonably acceptable to Dova and upon execution of a confidentiality agreement reasonably satisfactory to Dova in form and substance, to inspect and audit the applicable records and books maintained by Dova for purposes of verifying Dova's payment obligations within this Agreement, including the applicable records and books of account maintained by Dova, or any Affiliate, as applicable, with respect to Net Sales in order to confirm the accuracy and completeness of such records and books of account and all payments hereunder; provided, however, that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Valeant shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant problems relating to Dova's payment obligations hereunder. Dova shall reasonably cooperate in any such inspection or audit conducted by Valeant.", "probability": 0.05507922222262196 }, { "score": 11.999523162841797, "text": "Dova shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through a certified public accounting firm or other auditor selected by Dova and reasonably acceptable to Valeant and upon execution of a confidentiality agreement reasonably satisfactory to Valeant in form and substance, to inspect and audit the applicable records and books maintained by Valeant relating to the Valeant Activities for purposes of verifying Valeant's compliance with the terms of this Agreement, provided that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Dova shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant compliance problems relating to Valeant's obligations hereunder or in response to any inquiry, inspection, investigation or other requirements of a Government Authority in the Territory relating to the Valeant Activities. For purposes of clarity, any such inspection or audit described in this Section 7.3 shall be limited to only those books and records of Valeant that are applicable to Valeant's performance of its obligations under this Agreement.", "probability": 0.045071801444259714 }, { "score": 11.981100082397461, "text": "For purposes of clarity, any such inspection or audit described in this Section 7.3 shall be limited to only those books and records of Valeant that are applicable to Valeant's performance of its obligations under this Agreement. Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant.", "probability": 0.04424904217153626 }, { "score": 11.940557479858398, "text": "Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant. Valeant shall reasonably cooperate in any such inspection or audit conducted by Dova.", "probability": 0.04249095045724102 }, { "score": 11.924551010131836, "text": "Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant. Valeant shall reasonably cooperate in any such inspection or audit conducted by Dova. Any undisputed adjustments required as a result of overreporting the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter or the Quarterly Average Sales Force Size identified through the exercise of audit rights shall be made by payment by Valeant to Dova within [***] after identification of such adjustment. Dova shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed over- payment for that audited period in excess of [***] of the amounts properly determined, in which case, Valeant shall reimburse Dova for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.", "probability": 0.041816234659607224 }, { "score": 11.719911575317383, "text": "For purposes of clarity, any such inspection or audit described in this Section 7.3 shall be limited to only those books and records of Valeant that are applicable to Valeant's performance of its obligations under this Agreement.", "probability": 0.034077768389849196 }, { "score": 11.691184997558594, "text": "For purposes of clarity, any such inspection or audit described in this Section 7.3 shall be limited to only those books and records of Valeant that are applicable to Valeant's performance of its obligations under this Agreement. Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant. Valeant shall reasonably cooperate in any such inspection or audit conducted by Dova.", "probability": 0.03311275781299556 }, { "score": 11.675178527832031, "text": "For purposes of clarity, any such inspection or audit described in this Section 7.3 shall be limited to only those books and records of Valeant that are applicable to Valeant's performance of its obligations under this Agreement. Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant. Valeant shall reasonably cooperate in any such inspection or audit conducted by Dova. Any undisputed adjustments required as a result of overreporting the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter or the Quarterly Average Sales Force Size identified through the exercise of audit rights shall be made by payment by Valeant to Dova within [***] after identification of such adjustment. Dova shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed over- payment for that audited period in excess of [***] of the amounts properly determined, in which case, Valeant shall reimburse Dova for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.", "probability": 0.03258695877674823 }, { "score": 11.59911823272705, "text": "Valeant shall instruct the Field Force Personnel that are engaged in Detailing to conduct the Valeant Activities for the Product, and will monitor and audit (in accordance with Valeant's standard practice) the Field Force Personnel that are engaged in Detailing so that such personnel conduct the Valeant Activities for the Product in adherence in all respects with Applicable Laws.", "probability": 0.03020030053158407 }, { "score": 11.566343307495117, "text": "Dova shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through a certified public accounting firm or other auditor selected by Dova and reasonably acceptable to Valeant and upon execution of a confidentiality agreement reasonably satisfactory to Valeant in form and substance, to inspect and audit the applicable records and books maintained by Valeant relating to the Valeant Activities for purposes of verifying Valeant's compliance with the terms of this Agreement, provided that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Dova shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant compliance problems relating to Valeant's obligations hereunder or in response to any inquiry, inspection, investigation or other requirements of a Government Authority in the Territory relating to the Valeant Activities", "probability": 0.02922653269031856 }, { "score": 11.552591323852539, "text": "Dova shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed over- payment for that audited period in excess of [***] of the amounts properly determined, in which case, Valeant shall reimburse Dova for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.", "probability": 0.028827360883739203 }, { "score": 11.511096954345703, "text": "Valeant shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed under-reporting or underpayment for that audited period in excess of [***] of the amounts properly determined, in which case, Dova shall reimburse Valeant for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.", "probability": 0.027655665218059546 }, { "score": 11.480955123901367, "text": "Dova shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed over- payment for that audited period in excess of [***] of the amounts properly determined, in which case, Valeant shall reimburse Dova for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.", "probability": 0.02683451056770877 }, { "score": 11.417768478393555, "text": "Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant.", "probability": 0.025191386269291755 }, { "score": 11.364696502685547, "text": "Valeant shall reasonably cooperate in any such inspection or audit conducted by Dova.", "probability": 0.02388928771423953 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Uncapped Liability": [ { "score": 14.30507755279541, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.759488144857584 }, { "score": 12.404626846313477, "text": "THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9.", "probability": 0.11354440640812408 }, { "text": "", "score": 12.372504234313965, "probability": 0.10995502233284969 }, { "score": 9.147932052612305, "text": "Valeant's or Dova's material failure to abide by the provisions of this Section 4.3 shall be deemed a material breach of this Agreement by Valeant or Dova (as the case may be) and subject to the terms of Section 12.2 hereof.", "probability": 0.004373218393770072 }, { "score": 9.03770637512207, "text": "NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN (OTHER THAN AS SET FORTH IN THE SECOND SENTENCE OF THIS SECTION 11.4), IN NO EVENT SHALL DOVA (OR ITS AFFILIATES) OR VALEANT (OR ITS AFFILIATES) BE LIABLE TO THE OTHER OR ANY OF THE OTHER PARTY'S AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.003916794286192297 }, { "score": 8.86113166809082, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.", "probability": 0.003282806930967274 }, { "score": 8.10169506072998, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2", "probability": 0.0015361237850564497 }, { "score": 7.59623384475708, "text": "THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9.\n\n11.5 Insurance. Each Party acknowledges and agrees that during the Term, it shall maintain, through purchase or self- insurance, adequate insurance, including products liability coverage and comprehensive general liability insurance, adequate to cover its obligations under this Agreement and which are consistent with normal business practices of prudent companies similarly situated. Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request.", "probability": 0.0009266317928719948 }, { "score": 7.422283172607422, "text": "Valeant's or Dova's material failure to abide by the provisions of this Section 4.3 shall be deemed a material breach of this Agreement by Valeant or Dova (as the case may be) and subject to the terms of Section 12.2 hereof.", "probability": 0.0007786842306938566 }, { "score": 6.755544185638428, "text": "Valeant's or Dova's material failure to abide by the provisions of this Section 4.3 shall be deemed a material breach of this Agreement by Valeant or Dova (as the case may be) and subject to the terms of Section 12.2 hereof.\n\n4.3.7 Dova shall ensure that any patient assistance program used in connection with the Product (and the services performed thereby in connection with the Product) shall be operated in accordance with Applicable Law. Notwithstanding the immediately preceding sentence, Dova shall have no liability with respect to any breach or non-compliance with Applicable Law relating to any patient assistance program used in connection with the Product to the extent caused by the act or omission of any Field Force Personnel, which act or omission is not in compliance with the terms of this Agreement, Applicable Law or instructions of Dova.", "probability": 0.0003997609024841786 }, { "score": 6.345384120941162, "text": "NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN (OTHER THAN AS SET FORTH IN THE SECOND SENTENCE OF THIS SECTION 11.", "probability": 0.00026525896093482443 }, { "score": 6.250391006469727, "text": "SEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9.", "probability": 0.00024122098062752956 }, { "score": 6.116539001464844, "text": "Notwithstanding the immediately preceding sentence, Dova shall have no liability with respect to any breach or non-compliance with Applicable Law relating to any patient assistance program used in connection with the Product to the extent caused by the act or omission of any Field Force Personnel, which act or omission is not in compliance with the terms of this Agreement, Applicable Law or instructions of Dova.", "probability": 0.0002110006977673371 }, { "score": 6.050062656402588, "text": "sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.00019743019826451956 }, { "score": 5.987232685089111, "text": ".", "probability": 0.00018540731805249448 }, { "score": 5.7549357414245605, "text": "officers, directors, employees, agents or representatives); except in each case to the extent any such Claims, and all associated Losses, are caused by an item for which Dova is obligated to indemnify Valeant pursuant to Section 11.1.", "probability": 0.00014697436449561305 }, { "score": 5.732048034667969, "text": "NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN (OTHER THAN AS SET FORTH IN THE SECOND SENTENCE OF THIS SECTION 11.4), IN NO EVENT SHALL DOVA (OR ITS AFFILIATES) OR VALEANT (OR ITS AFFILIATES) BE LIABLE TO THE OTHER OR ANY OF THE OTHER PARTY'S AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.00014364866236653558 }, { "score": 5.7093634605407715, "text": "the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.00014042673581570099 }, { "score": 5.6656293869018555, "text": "the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.00013441766102094367 }, { "score": 5.652169227600098, "text": "Territory in accordance with this Agreement.\n\n4.1.2 Number of Sales Representatives. Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.000132620500060479 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Cap On Liability": [ { "score": 14.022614479064941, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.3189150700615936 }, { "score": 13.979951858520508, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.30559546231649526 }, { "score": 13.528863906860352, "text": "NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN (OTHER THAN AS SET FORTH IN THE SECOND SENTENCE OF THIS SECTION 11.4), IN NO EVENT SHALL DOVA (OR ITS AFFILIATES) OR VALEANT (OR ITS AFFILIATES) BE LIABLE TO THE OTHER OR ANY OF THE OTHER PARTY'S AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.19464439085658092 }, { "score": 12.854610443115234, "text": "THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9.", "probability": 0.09917845402149134 }, { "text": "", "score": 12.207359313964844, "probability": 0.05191821355646282 }, { "score": 10.211312294006348, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2", "probability": 0.007054196191491812 }, { "score": 10.059614181518555, "text": "NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN (OTHER THAN AS SET FORTH IN THE SECOND SENTENCE OF THIS SECTION 11.4), IN NO EVENT SHALL DOVA (OR ITS AFFILIATES) OR VALEANT (OR ITS AFFILIATES) BE LIABLE TO THE OTHER OR ANY OF THE OTHER PARTY'S AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.00606130141357081 }, { "score": 9.86827278137207, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2", "probability": 0.005005729375863321 }, { "score": 9.7991943359375, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.004671614298556448 }, { "score": 9.345422744750977, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.", "probability": 0.002967539312127977 }, { "score": 8.38155746459961, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.", "probability": 0.001131866245167379 }, { "score": 8.348353385925293, "text": "Valeant's or Dova's material failure to abide by the provisions of this Section 4.3 shall be deemed a material breach of this Agreement by Valeant or Dova (as the case may be) and subject to the terms of Section 12.2 hereof.", "probability": 0.0010949007677976694 }, { "score": 8.160438537597656, "text": "THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9", "probability": 0.0009073281363763605 }, { "score": 6.592658519744873, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.\n\n4.1.3 Target Incentive Compensation. In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product.", "probability": 0.0001891847685619799 }, { "score": 6.574549674987793, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2", "probability": 0.00018578968426366676 }, { "score": 5.987893104553223, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2", "probability": 0.00010333320157774517 }, { "score": 5.942570686340332, "text": ".", "probability": 9.87544351360984e-05 }, { "score": 5.932592868804932, "text": "Territory in accordance with this Agreement.\n\n4.1.2 Number of Sales Representatives. Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 9.777398093230278e-05 }, { "score": 5.900275707244873, "text": ".", "probability": 9.466471531849416e-05 }, { "score": 5.785888671875, "text": "DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9.", "probability": 8.443266063356274e-05 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Liquidated Damages": [ { "score": 13.498401641845703, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.7344457838803787 }, { "text": "", "score": 12.127017974853516, "probability": 0.1863697329624327 }, { "score": 9.755342483520508, "text": "Pursuant to the agreement, Dova will pay Salix a quarterly fee based on net sales (as defined in the agreement) of DOPTELET prescribed by gastroenterologists in the U.S.", "probability": 0.0173928120609007 }, { "score": 9.735140800476074, "text": "THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9.", "probability": 0.017044973278381125 }, { "score": 9.510281562805176, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2", "probability": 0.013612603618043966 }, { "score": 9.443094253540039, "text": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated.", "probability": 0.012728057274945208 }, { "score": 8.716755867004395, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "probability": 0.006156265873717678 }, { "score": 8.542390823364258, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.", "probability": 0.005171203055467116 }, { "score": 7.345798015594482, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;", "probability": 0.0015628523059130585 }, { "score": 7.179107666015625, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:", "probability": 0.0013228945852912627 }, { "score": 7.084790229797363, "text": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales", "probability": 0.0012038259386402456 }, { "score": 6.651261806488037, "text": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated.", "probability": 0.0007803414832161044 }, { "score": 6.464829921722412, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.\n\n4.1.3 Target Incentive Compensation. In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product.", "probability": 0.0006476171721858296 }, { "score": 5.72015905380249, "text": "Pursuant to the agreement, Dova will pay Salix a quarterly fee based on net sales (as defined in the agreement) of DOPTELET prescribed by gastroenterologists in the U.S.\n\n\"We are delighted to be working with Salix, a company considered by many to have the preeminent gastroenterology sales force in the United States,\" said Alex C. Sapir, president and chief executive officer, Dova Pharmaceuticals.", "probability": 0.0003075472918904551 }, { "score": 5.667027950286865, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2", "probability": 0.00029163346784263195 }, { "score": 5.555015563964844, "text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.00026072999771390706 }, { "score": 5.247357368469238, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2", "probability": 0.00019167997506755937 }, { "score": 5.189052581787109, "text": "Valeant shall conduct the Valeant Activities for the Product in the Specialty in the Field in the\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nTerritory in accordance with this Agreement.\n\n4.1.2 Number of Sales Representatives. Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.00018082367734886573 }, { "score": 5.143523216247559, "text": ".", "probability": 0.00017277549459587165 }, { "score": 5.040402412414551, "text": "Territory in accordance with this Agreement.\n\n4.1.2 Number of Sales Representatives. Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.0001558466060269518 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Warranty Duration": [ { "text": "", "score": 11.931410789489746, "probability": 0.3676702623793324 }, { "score": 11.799381256103516, "text": "Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product.", "probability": 0.3221950079444733 }, { "score": 11.317818641662598, "text": "\"Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement.", "probability": 0.19905762636485824 }, { "score": 9.372913360595703, "text": "event later than [***] after receipt).", "probability": 0.02846539336218521 }, { "score": 9.296295166015625, "text": "Valeant shall direct to Dova any unsolicited requests for off-label medical information from health care professionals with respect to the Product promptly following receipt by Valeant (but in no", "probability": 0.026365883608724033 }, { "score": 9.197652816772461, "text": "Valeant shall direct to Dova any unsolicited requests for off-label medical information from health care professionals with respect to the Product promptly following receipt by Valeant (but in no\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nevent later than [***] after receipt).", "probability": 0.02388924929958829 }, { "score": 9.091024398803711, "text": "Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product", "probability": 0.0214730813330797 }, { "score": 7.19757604598999, "text": "Unless otherwise specified herein, the books and records for a given Calendar Year of the Term shall be maintained for a period of [***] after the end of such Calendar Year or longer if required by Applicable Law.", "probability": 0.003232810125379992 }, { "score": 6.567331314086914, "text": "Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product. Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product.", "probability": 0.0017213468469466306 }, { "score": 6.17404317855835, "text": "Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product. If the Parties agree on an Alternate Product, then the Parties shall make such agreement in writing and thereafter such Alternate Product shall be the Designated Product for purposes of this Agreement. If the Parties cannot agree on the Alternate Product during such period, then Valeant may give to Dova a written notice (the \"Alternate Product Notice\") designating the proposed Alternate Product as the Alternate Product and, effective [***] after the Alternate Product Notice, such designated Alternate Product shall be the Designated Product for purposes of this Agreement; provided however that, notwithstanding the foregoing, Dova shall have the right to terminate this Agreement upon [***] written notice to Valeant after the Alternate Product Notice, provided further that if the Alternate Product is being proposed by Valeant as a result of an anticipated or the existence of a generic version of the", "probability": 0.0011616238529280193 }, { "score": 6.042206764221191, "text": "\"Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement", "probability": 0.0010181451435088697 }, { "score": 6.012184143066406, "text": "Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product.", "probability": 0.0009880320563434104 }, { "score": 5.421841621398926, "text": "Such records shall be kept for the longer of (i) [***] after the end of the Calendar Year to which they relate and (ii) such period of time as required by Applicable Laws.", "probability": 0.0005475055623846687 }, { "score": 5.38703727722168, "text": "Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement.", "probability": 0.000528777784801856 }, { "score": 5.1841301918029785, "text": "If the Parties cannot agree on the Alternate Product during such period, then Valeant may give to Dova a written notice (the \"Alternate Product Notice\") designating the proposed Alternate Product as the Alternate Product and, effective [***] after the Alternate Product Notice, such designated Alternate Product shall be the Designated Product for purposes of this Agreement; provided however that, notwithstanding the foregoing, Dova shall have the right to terminate this Agreement upon [***] written notice to Valeant after the Alternate Product Notice, provided further that if the Alternate Product is being proposed by Valeant as a result of an anticipated or the existence of a generic version of the", "probability": 0.0004316699068483716 }, { "score": 4.857080459594727, "text": "event later than [***] after receipt). Dova shall, within [***] following receipt of any such request from Valeant, address any such requests directly.", "probability": 0.00031125467241506434 }, { "score": 4.820530891418457, "text": "Following", "probability": 0.0003000838366948605 }, { "score": 4.681819915771484, "text": "Valeant shall direct to Dova any unsolicited requests for off-label medical information from health care professionals with respect to the Product promptly following receipt by Valeant (but in no\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nevent later than [***] after receipt). Dova shall, within [***] following receipt of any such request from Valeant, address any such requests directly.", "probability": 0.00026121685270167445 }, { "score": 4.396638870239258, "text": "event later than [***] after receipt", "probability": 0.0001964032355527978 }, { "score": 4.3348002433776855, "text": "(a) Commencing promptly upon completion of training of the Field Force Personnel that are engaged in Detailing the Product as described in Section 4.4.1 (but on the condition that Promotional Materials have been approved and delivered), Valeant shall deploy its Field Force Personnel that are engaged in Detailing to Detail the Product in accordance with the terms of this Agreement. Subject to compliance with the terms of this Agreement, Valeant shall be responsible, in its discretion, acting reasonably, for determining the manner in which it allocates and prioritizes the Details, provided that, in so allocating the Details, Valeant shall take into consideration geographic territory, frequency of calls, prescribing levels and other reasonable considerations. Except as set forth in this Agreement, without the prior written consent of Dova (not to be unreasonably withheld, delayed or conditioned), Valeant shall not conduct any Valeant Activities, other than Detailing, with respect to the Product.\n\n(b) [***]\n\n(c) Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product. Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product.", "probability": 0.00018462583125247977 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Insurance": [ { "score": 12.778604507446289, "text": "Valeant acknowledges and agrees that Dova will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of the Field Force Personnel, all of which shall be Valeant's sole responsibility.", "probability": 0.26891381432241146 }, { "text": "", "score": 12.190637588500977, "probability": 0.1493696366047534 }, { "score": 11.889930725097656, "text": "Dova does not and will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of any Field Force Personnel, all of which shall be Valeant's sole responsibility.", "probability": 0.11057755755287235 }, { "score": 11.867364883422852, "text": "Each Party acknowledges and agrees that during the Term, it shall maintain, through purchase or self- insurance, adequate insurance, including products liability coverage and comprehensive general liability insurance, adequate to cover its obligations under this Agreement and which are consistent with normal business practices of prudent companies similarly situated.", "probability": 0.10811022531049946 }, { "score": 11.254395484924316, "text": "Each Party acknowledges and agrees that during the Term, it shall maintain, through purchase or self- insurance, adequate insurance, including products liability coverage and comprehensive general liability insurance, adequate to cover its obligations under this Agreement and which are consistent with normal business practices of prudent companies similarly situated. Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request.", "probability": 0.05856761582711595 }, { "score": 11.124194145202637, "text": "Each Party acknowledges and agrees that during the Term, it shall maintain, through purchase or self- insurance, adequate insurance, including products liability coverage and comprehensive general liability insurance, adequate to cover its obligations under this Agreement and which are consistent with normal business practices of prudent companies similarly situated. Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request. Dova does not and will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of any Field Force Personnel, all of which shall be Valeant's sole responsibility.", "probability": 0.05141760240969747 }, { "score": 11.058533668518066, "text": "Valeant acknowledges and agrees that Dova will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of the Field Force Personnel, all of which shall be Valeant's sole responsibility.", "probability": 0.04814994983924539 }, { "score": 10.762191772460938, "text": "Dova does not and will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of any Field Force Personnel, all of which shall be Valeant's sole responsibility. For clarity, the insurance requirements of this Section 11.5 shall not be construed to create a limit of either Party's liability with respect to its indemnification obligations under this ARTICLE 11.", "probability": 0.035801085007742844 }, { "score": 10.625646591186523, "text": "Each Party acknowledges and agrees that during the Term, it shall maintain, through purchase or self- insurance, adequate insurance, including products liability coverage and comprehensive general liability insurance, adequate to cover its obligations under this Agreement and which are consistent with normal business practices of prudent companies similarly situated", "probability": 0.031231681713847097 }, { "score": 10.404905319213867, "text": "Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request.", "probability": 0.025045439302409194 }, { "score": 10.37658977508545, "text": "Each Party acknowledges and agrees that during the Term, it shall maintain, through purchase or self- insurance, adequate insurance, including products liability coverage and comprehensive general liability insurance, adequate to cover its obligations under this Agreement and which are consistent with normal business practices of prudent companies similarly situated. Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request", "probability": 0.02434621030319862 }, { "score": 10.274704933166504, "text": "Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request. Dova does not and will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of any Field Force Personnel, all of which shall be Valeant's sole responsibility.", "probability": 0.021987879311132316 }, { "score": 10.252321243286133, "text": "Dova does not and will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of any Field Force Personnel, all of which shall be Valeant's sole responsibility.", "probability": 0.021501176858741193 }, { "score": 9.923361778259277, "text": "Each Party acknowledges and agrees that during the Term, it shall maintain, through purchase or self- insurance, adequate insurance, including products liability coverage and comprehensive general liability insurance, adequate to cover its obligations under this Agreement and which are consistent with normal business practices of prudent companies similarly situated. Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request. Dova does not and will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of any Field Force Personnel, all of which shall be Valeant's sole responsibility. For clarity, the insurance requirements of this Section 11.5 shall not be construed to create a limit of either Party's liability with respect to its indemnification obligations under this ARTICLE 11.", "probability": 0.015473798995551444 }, { "score": 9.527100563049316, "text": "Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request", "probability": 0.010411250403406883 }, { "score": 9.073872566223145, "text": "Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request. Dova does not and will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of any Field Force Personnel, all of which shall be Valeant's sole responsibility. For clarity, the insurance requirements of this Section 11.5 shall not be construed to create a limit of either Party's liability with respect to its indemnification obligations under this ARTICLE 11.", "probability": 0.006617111822676828 }, { "score": 9.051488876342773, "text": "Dova does not and will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of any Field Force Personnel, all of which shall be Valeant's sole responsibility. For clarity, the insurance requirements of this Section 11.5 shall not be construed to create a limit of either Party's liability with respect to its indemnification obligations under this ARTICLE 11.", "probability": 0.006470641828628217 }, { "score": 8.653982162475586, "text": "For clarity, the insurance requirements of this Section 11.5 shall not be construed to create a limit of either Party's liability with respect to its indemnification obligations under this ARTICLE 11.", "probability": 0.004348228802918911 }, { "score": 7.003701686859131, "text": "(d) Valeant acknowledges and agrees that Dova will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of the Field Force Personnel, all of which shall be Valeant's sole responsibility.", "probability": 0.0008348427583852277 }, { "score": 6.990933418273926, "text": "Dova shall ensure that government-insured patients do not receive co-pay support from Dova with respect to the Product.", "probability": 0.0008242510247655452 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Covenant Not To Sue": [ { "score": 14.078740119934082, "text": "During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor.", "probability": 0.4017031041727953 }, { "score": 13.172921180725098, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.1623727031772754 }, { "score": 12.975969314575195, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term. Valeant shall have no rights under this Agreement in or to the Dova Trademarks and Copyrights except as specifically provided herein. During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor.", "probability": 0.1333453612259942 }, { "text": "", "score": 12.131006240844727, "probability": 0.0572815962545046 }, { "score": 11.702630043029785, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights.", "probability": 0.03732275491635241 }, { "score": 11.665956497192383, "text": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "probability": 0.03597879172773208 }, { "score": 11.662672996520996, "text": "Valeant shall not have any right to institute any action to defend or enforce the Dova Trademarks and Copyrights.", "probability": 0.03586084907928639 }, { "score": 11.570099830627441, "text": "Valeant shall give notice to Dova of any infringement of, or challenge to, the validity or enforceability of the Dova Trademarks and Copyrights promptly after learning of such infringement or challenge. If Dova institutes an action against Third Party infringers or takes action to defend the Dova Trademarks and Copyrights, Valeant shall reasonably cooperate with Dova, at Dova's cost and expense. Any recovery obtained by Dova as a result of such proceeding or other actions, whether obtained by settlement or otherwise, shall be retained by Dova. Valeant shall not have any right to institute any action to defend or enforce the Dova Trademarks and Copyrights.", "probability": 0.032690122878094995 }, { "score": 11.272411346435547, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights.", "probability": 0.024273482404763586 }, { "score": 11.046449661254883, "text": "Valeant shall give notice to Dova of any infringement of, or challenge to, the validity or enforceability of the Dova Trademarks and Copyrights promptly after learning of such infringement or challenge.", "probability": 0.01936413822398746 }, { "score": 10.904430389404297, "text": "During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor", "probability": 0.01680041415847158 }, { "score": 10.137321472167969, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term. Valeant shall have no rights under this Agreement in or to the Dova Trademarks and Copyrights except as specifically provided herein. During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor.", "probability": 0.007801333036111256 }, { "score": 10.135622024536133, "text": "All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term. Valeant shall have no rights under this Agreement in or to the Dova Trademarks and Copyrights except as specifically provided herein. During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor.", "probability": 0.007788086338380592 }, { "score": 9.973095893859863, "text": "Valeant shall not have any right to institute any action to defend or enforce the Dova Trademarks and Copyrights.", "probability": 0.006619825716905269 }, { "score": 9.80165958404541, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term. Valeant shall have no rights under this Agreement in or to the Dova Trademarks and Copyrights except as specifically provided herein. During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor", "probability": 0.00557689814053326 }, { "score": 9.677979469299316, "text": "THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9.", "probability": 0.004928095564993973 }, { "score": 9.399621963500977, "text": "During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor. During the Term, Valeant will not knowingly register and/or use any marks (including in connection with any domain names) that are confusingly similar to the Dova Trademarks and Copyrights.", "probability": 0.0037306971231960855 }, { "score": 9.20469856262207, "text": "Valeant shall have no rights under this Agreement in or to the Dova Trademarks and Copyrights except as specifically provided herein. During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor.", "probability": 0.0030699820405954907 }, { "score": 8.644360542297363, "text": "Valeant shall give notice to Dova of any infringement of, or challenge to, the validity or enforceability of the Dova Trademarks and Copyrights promptly after learning of such infringement or challenge", "probability": 0.0017530089146399802 }, { "score": 8.63619613647461, "text": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.00173875490538602 } ], "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Third Party Beneficiary": [ { "score": 13.164590835571289, "text": "Except as set forth in ARTICLE 11, no Person other than Dova or Valeant (and their respective Affiliates and permitted successors and assignees hereunder) shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.", "probability": 0.6612422074717799 }, { "text": "", "score": 12.137715339660645, "probability": 0.23680681985315602 }, { "score": 11.10682487487793, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.0844664351142072 }, { "score": 8.340433120727539, "text": ", no Person other than Dova or Valeant (and their respective Affiliates and permitted successors and assignees hereunder) shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.", "probability": 0.005311968508132189 }, { "score": 7.857789993286133, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "probability": 0.0032782815134664444 }, { "score": 7.5195512771606445, "text": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.", "probability": 0.0023374968630069555 }, { "score": 7.009869575500488, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.0014041033843794327 }, { "score": 6.9879326820373535, "text": "Third Party Beneficiaries. Except as set forth in ARTICLE 11, no Person other than Dova or Valeant (and their respective Affiliates and permitted successors and assignees hereunder) shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.", "probability": 0.001373637107517148 }, { "score": 6.6463518142700195, "text": "All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term.", "probability": 0.0009761697117066605 }, { "score": 6.479171276092529, "text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force", "probability": 0.0008258853133557453 }, { "score": 5.605488300323486, "text": "no Person other than Dova or Valeant (and their respective Affiliates and permitted successors and assignees hereunder) shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.", "probability": 0.00034473394385718025 }, { "score": 5.535092830657959, "text": "Except", "probability": 0.00032130070895190966 }, { "score": 5.249966144561768, "text": "Third Party Beneficiaries. 46\n\n13.12 Waiver. 46\n\n13.13 Cumulative Remedies.", "probability": 0.00024159210475535513 }, { "score": 5.2084150314331055, "text": "Dova shall remain solely responsible for the payment of royalty, milestone and other payment obligations, if any, due to Third Parties on (or in connection with) the sale of Product in the Territory, including under the Third Party Agreements.", "probability": 0.00023175937887109956 }, { "score": 4.935232162475586, "text": "Third Party Beneficiaries. 46\n\n13.12 Waiver. 46\n\n13.13 Cumulative Remedies.", "probability": 0.00017635813834626513 }, { "score": 4.9210638999938965, "text": "no Person other than Dova or Valeant (and their respective Affiliates and permitted successors and assignees hereunder) shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.", "probability": 0.00017387706768553975 }, { "score": 4.813521862030029, "text": "improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova,", "probability": 0.00015614834798438802 }, { "score": 4.477799892425537, "text": "Third Party Beneficiaries.", "probability": 0.00011161824635613443 }, { "score": 4.472684383392334, "text": "All goodwill and", "probability": 0.00011104872015879967 }, { "score": 4.450004577636719, "text": "All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova,", "probability": 0.00010855850232550456 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Document Name": [ { "score": 13.38345718383789, "text": "AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT", "probability": 0.24490016203799803 }, { "score": 12.889284133911133, "text": "STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT", "probability": 0.14940751545454503 }, { "score": 12.475711822509766, "text": "STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT", "probability": 0.0988007567640276 }, { "score": 12.351627349853516, "text": "AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT", "probability": 0.08727122444578261 }, { "score": 11.994237899780273, "text": "STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT", "probability": 0.06104622362443853 }, { "score": 11.938055038452148, "text": "AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT", "probability": 0.05771103945296432 }, { "score": 11.341970443725586, "text": "Strategic Licensing, Distribution and Marketing Agreement", "probability": 0.031796743710281634 }, { "text": "", "score": 11.28400993347168, "probability": 0.030006180443919474 }, { "score": 11.10479736328125, "text": "AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (", "probability": 0.025083012020149637 }, { "score": 11.015443801879883, "text": "Amended and Restated Strategic Licensing, Distribution and Marketing Agreement", "probability": 0.02293897074998475 }, { "score": 11.00204849243164, "text": "Bill of Sale\n\nBILL OF SALE", "probability": 0.022633744999041413 }, { "score": 10.979948997497559, "text": "BILL OF SALE", "probability": 0.022139037196321456 }, { "score": 10.90170955657959, "text": "TRANSFERRED EQUIPMENT", "probability": 0.020472919203031018 }, { "score": 10.896721839904785, "text": "Amended and Restated Strategic Licensing, Distribution and Marketing Agreement", "probability": 0.02037106031534101 }, { "score": 10.88192367553711, "text": "BILL OF SALE, dated October , 2009 (this \"Bill of Sale\"), is made by Pacira Pharmaceuticals, Inc. (\"Seller\"), in favor of EKR Therapeutics, Inc. (\"Purchaser\").\n\nWHEREAS, Purchaser and Seller have entered into that certain Amended and Restated Strategic Licensing, Distribution and Marketing Agreement", "probability": 0.020071825539804564 }, { "score": 10.851470947265625, "text": "Bill of Sale\n\nBILL OF SALE\n\nTHIS BILL OF SALE", "probability": 0.019469796922167444 }, { "score": 10.804790496826172, "text": "Bill of Sale", "probability": 0.01858182474240248 }, { "score": 10.75344467163086, "text": "Bill of Sale\n\nBILL OF SALE\n\nTHIS BILL OF SALE, dated October , 2009 (this \"Bill of Sale\"), is made by Pacira Pharmaceuticals, Inc. (\"Seller\"), in favor of EKR Therapeutics, Inc. (\"Purchaser\").\n\nWHEREAS, Purchaser and Seller have entered into that certain Amended and Restated Strategic Licensing, Distribution and Marketing Agreement", "probability": 0.017651806217287926 }, { "score": 10.610623359680176, "text": "STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (", "probability": 0.015302508993385113 }, { "score": 10.545913696289062, "text": "Strategic Licensing, Distribution and Marketing Agreement", "probability": 0.014343647167126012 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Parties": [ { "score": 12.561334609985352, "text": "EKR", "probability": 0.09664845451456952 }, { "score": 12.452113151550293, "text": "EKR THERAPEUTICS, INC.,", "probability": 0.08664841781945619 }, { "score": 12.289770126342773, "text": "EKR THERAPEUTICS, INC.,", "probability": 0.07366411184024589 }, { "score": 12.081344604492188, "text": "EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October 15, 2009 (the \"Agreement Date\") and is effective as of the Effective Date (as defined below), between: PACIRA PHARMACEUTICALS, INC. (F/K/A SKYEPHARMA, INC.) a company incorporated in the state of California whose principal place of business is 10450 Sciences Center Drive, San Diego, California 92121 USA (\"PPI", "probability": 0.05980505621640307 }, { "score": 12.031596183776855, "text": "EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October 15, 2009 (the \"Agreement Date\") and is effective as of the Effective Date (as defined below), between: PACIRA PHARMACEUTICALS, INC. 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(F/K/A SKYEPHARMA, INC.) a company incorporated in the state of California whose principal place of business is 10450 Sciences Center Drive, San Diego, California 92121 USA (\"PPI", "probability": 0.040583845829769524 }, { "score": 11.682979583740234, "text": "EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October 15, 2009 (the \"Agreement Date\") and is effective as of the Effective Date (as defined below), between: PACIRA PHARMACEUTICALS, INC.", "probability": 0.04015412555824812 }, { "score": 11.680763244628906, "text": "EKR", "probability": 0.04006522894819858 }, { "score": 11.666402816772461, "text": "EKR Therapeutics, Inc. (\"Maker\"), having an address at 1545 Route 206 South, Third Floor, Bedminster, New Jersey 07921, hereby promises to pay to Pacira Pharmaceuticals, Inc. (\"Payee", "probability": 0.03949398657761792 }, { "score": 11.643876075744629, "text": "PACIRA PHARMACEUTICALS, INC.\n\nand\n\nEKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October 15, 2009 (the \"Agreement Date\") and is effective as of the Effective Date (as defined below), between: PACIRA PHARMACEUTICALS, INC. (F/K/A SKYEPHARMA, INC.) a company incorporated in the state of California whose principal place of business is 10450 Sciences Center Drive, San Diego, California 92121 USA (\"PPI\"); and EKR THERAPEUTICS, INC.,", "probability": 0.03861426163911143 }, { "score": 11.629013061523438, "text": "PPI\"); and EKR", "probability": 0.038044581389317295 }, { "score": 11.614912033081055, "text": "Payee", "probability": 0.03751187832243304 }, { "score": 11.546001434326172, "text": "PACIRA PHARMACEUTICALS, INC.\n\nand\n\nEKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October 15, 2009 (the \"Agreement Date\") and is effective as of the Effective Date (as defined below), between: PACIRA PHARMACEUTICALS, INC. (F/K/A SKYEPHARMA, INC.)", "probability": 0.03501396701049929 }, { "score": 11.537153244018555, "text": "PACIRA PHARMACEUTICALS, INC. (F/K/A SKYEPHARMA, INC.) a company incorporated in the state of California whose principal place of business is 10450 Sciences Center Drive, San Diego, California 92121 USA (\"PPI", "probability": 0.03470552336335757 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Agreement Date": [ { "score": 15.530723571777344, "text": "OCTOBER 15, 2009", "probability": 0.28566474800896174 }, { "score": 15.245243072509766, "text": "OCTOBER 15, 2009\n\nPACIRA PHARMACEUTICALS, INC.\n\nand\n\nEKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October 15, 2009", "probability": 0.2147207644979317 }, { "score": 15.119386672973633, "text": "October 15, 2009", "probability": 0.18932819955935812 }, { "score": 14.205987930297852, "text": "July 25, 2007", "probability": 0.07595061086560806 }, { "score": 14.110407829284668, "text": "July 25, 2007", "probability": 0.06902737541040455 }, { "score": 13.879949569702148, "text": "August X, 2007", "probability": 0.05481944196461878 }, { "score": 13.646760940551758, "text": "13 Apr 06.", "probability": 0.043417226323905926 }, { "score": 12.958654403686523, "text": "13 Apr 06", "probability": 0.021818314797160943 }, { "score": 12.866293907165527, "text": "October , 2009", "probability": 0.019893424477763804 }, { "score": 11.384382247924805, "text": "OCTOBER 15, 2009\n\nPACIRA PHARMACEUTICALS, INC.\n\nand\n\nEKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October 15, 2009 (", "probability": 0.004519844495641591 }, { "text": "", "score": 11.332368850708008, "probability": 0.0042907613687081575 }, { "score": 11.258525848388672, "text": "October 15, 2009 (", "probability": 0.0039853342672703665 }, { "score": 11.158443450927734, "text": "July 25, 2007 From: [**], EKR Therapeutics, Inc. To: [**], Pacira Re: DepoDur Unit Sales Forecast, as of July 25, 2007\n\nPeriod\n\nUnit Sales Forecast August 1 - December 31, 2007 [**] January 1 - December 31, 2008 [**] January 1 - December 31, 2009 [**]\n\n\n\n\n\nSCHEDULE X\n\nPHASE IV STUDIES\n\nA DepoDur study in pediatric patients. Pacira has requested a waiver and is awaiting a response from the FDA -79-\n\n\n\n\n\nSCHEDULE XI\n\nNDA TRANSFER LETTERS\n\nA. Transfer Letter to be Filed by PPI\n\n[PACIRA PHARMACEUTICALS, INC. LETTERHEAD]\n\n , 2009", "probability": 0.0036057824488478925 }, { "score": 10.786968231201172, "text": "\"Effective Date\" Means August 10, 2007;", "probability": 0.0024869661971453367 }, { "score": 10.288819313049316, "text": "\"Effective Date\" Means August 10, 2007", "probability": 0.0015112160453306003 }, { "score": 10.189788818359375, "text": ", 2009", "probability": 0.0013687311736372064 }, { "score": 10.049278259277344, "text": "October , 2009", "probability": 0.001189310349612739 }, { "score": 9.979578971862793, "text": "\"Effective Date\" Means August 10, 2007;", "probability": 0.001109239131948206 }, { "score": 9.479615211486816, "text": "OCTOBER 15, 2009\n\nPACIRA PHARMACEUTICALS, INC.\n\nand\n\nEKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (", "probability": 0.0006728119244889961 }, { "score": 9.39770221710205, "text": "\n\n , 2009", "probability": 0.0006198966916550426 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Effective Date": [ { "score": 15.306961059570312, "text": "OCTOBER 15, 2009", "probability": 0.2117833365942645 }, { "score": 14.980766296386719, "text": "\"Effective Date\" Means August 10, 2007;", "probability": 0.15283654113507697 }, { "score": 14.901273727416992, "text": "OCTOBER 15, 2009\n\nPACIRA PHARMACEUTICALS, INC.\n\nand\n\nEKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October 15, 2009", "probability": 0.14115751898228435 }, { "score": 14.626953125, "text": "October 15, 2009", "probability": 0.10729218569776676 }, { "score": 14.355420112609863, "text": "July 25, 2007", "probability": 0.08177918980816101 }, { "score": 14.25363540649414, "text": "\"Effective Date\" Means August 10, 2007;", "probability": 0.07386492606340106 }, { "score": 13.58244514465332, "text": "July 25, 2007", "probability": 0.03775235432452513 }, { "score": 13.47138786315918, "text": "August X, 2007", "probability": 0.03378410948861954 }, { "score": 13.469969749450684, "text": "August 10, 2007;", "probability": 0.033736233734479384 }, { "score": 13.451407432556152, "text": "\"Effective Date\" Means August 10, 2007", "probability": 0.033115787349242747 }, { "score": 13.096810340881348, "text": "This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the provisions of Section 16, shall continue in force for a period being the longer of fifteen (15) years from first Commercial Launch of the Product in the Territory or until the expiration of the last valid claim in the PPI Patents covering the Product in any country of the Territory (the \"Initial Term\").", "probability": 0.023229268020495276 }, { "score": 12.755290985107422, "text": "October , 2009", "probability": 0.01650880178870937 }, { "score": 12.63124942779541, "text": "\"Effective Date\" Means August 10, 2007", "probability": 0.014582936657033637 }, { "score": 11.940610885620117, "text": "August 10, 2007", "probability": 0.007309782948620811 }, { "score": 11.938591003417969, "text": "August 10, 2007;", "probability": 0.007295032949786294 }, { "score": 11.876495361328125, "text": "October , 2009", "probability": 0.0068558208916860795 }, { "text": "", "score": 11.732370376586914, "probability": 0.00593562940353167 }, { "score": 11.414690017700195, "text": "October , 2009", "probability": 0.0043201611854633065 }, { "score": 11.239768028259277, "text": "August X, 2007", "probability": 0.0036268725613123744 }, { "score": 11.12496566772461, "text": "This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the provisions of Section 16, shall continue in force for a period being the longer of fifteen (15) years from first Commercial Launch of the Product in the Territory or until the expiration of the last valid claim in the PPI Patents covering the Product in any country of the Territory (the \"Initial Term\").", "probability": 0.003233510415539683 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Expiration Date": [ { "score": 13.943811416625977, "text": "This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the provisions of Section 16, shall continue in force for a period being the longer of fifteen (15) years from first Commercial Launch of the Product in the Territory or until the expiration of the last valid claim in the PPI Patents covering the Product in any country of the Territory (the \"Initial Term\").", "probability": 0.37212585635534406 }, { "score": 13.762307167053223, "text": "The confidentiality and non-use obligations contained in this Agreement shall continue for the duration of this Agreement and for a period of [**] ([**]) years after termination for any reason of this Agreement.", "probability": 0.3103584348559877 }, { "score": 12.49168586730957, "text": "\"Term\" Means the term of this Agreement as set out in Section 15;", "probability": 0.08710432788142303 }, { "score": 12.040422439575195, "text": "\"Quarter\" Means a three month period ending on the last day of March, June, September or December in any Calendar Year;", "probability": 0.0554700449014628 }, { "text": "", "score": 11.768324851989746, "probability": 0.042255966212095146 }, { "score": 11.505304336547852, "text": "\"Quarter\" Means a three month period ending on the last day of March, June, September or December in any Calendar Year;", "probability": 0.03248326522322619 }, { "score": 11.195256233215332, "text": "\"Year\" Means the period of twelve months commencing on the first Commercial Launch of the Product in the Territory, and each consecutive period of twelve months thereafter during the Term.", "probability": 0.02382360598379758 }, { "score": 11.119587898254395, "text": "\"Quarter\" Means a three month period ending on the last day of March, June, September or December in any Calendar Year;\n\n\"Regulatory Authority\" Means any competent regulatory authority or other governmental body (for example, but not by way of limitation the FDA and DEA) responsible for granting a Marketing Authorization in the Territory;\n\n\"Royalty Cap\" Shall have the meaning set forth in Section 6.4;\n\n\"Supply Agreement\"\n\n\n\nMeans: (i) with respect to periods between the Effective Date and the Agreement Date, that certain Supply Agreement entered into by the Parties on the Effective Date and (ii) with respect to periods on or after the Agreement Date, that certain Amended and Restated Supply Agreement entered into by the Parties on the Agreement Date (as may be amended from time to time);\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -12-\n\n\"Term\" Means the term of this Agreement as set out in Section 15;", "probability": 0.022087428537624364 }, { "score": 10.970474243164062, "text": "\"Term\" Means the term of this Agreement as set out in Section 15;", "probability": 0.019027683539564005 }, { "score": 10.244086265563965, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.009202792490074939 }, { "score": 10.08928108215332, "text": "\"Term\" Means the term of this Agreement as set out in Section 15;\n\n\"Territory\" Means each of the countries and territories listed in Schedule VII;\n\n\"Third Party\" Means any company, corporation, firm, individual or other entity but excluding a Party to this Agreement or an Affiliate;\n\n\"Trademarks\" Means those Trademarks registered or applied for set out in Schedule II;\n\n\"Transition Services and Inventory Agreement\" Means that certain Transition Services and Inventory Agreement entered into between the Parties on the Effective Date;\n\n\"Vial\" Means a vial containing the Product supplied to EKR in presentations and dosages and other relevant terms set out in the Supply Agreement;\n\n\"Year\" Means the period of twelve months commencing on the first Commercial Launch of the Product in the Territory, and each consecutive period of twelve months thereafter during the Term.", "probability": 0.007882946742947917 }, { "score": 9.151154518127441, "text": "Shall mean the period of twelve months commencing on 1st January in any year, and each consecutive period of twelve months thereafter during the Term;", "probability": 0.0030850726980628834 }, { "score": 9.103890419006348, "text": "the following provisions of this Agreement shall continue in full force and effect:", "probability": 0.002942651727505422 }, { "score": 9.093731880187988, "text": "the following provisions of this Agreement shall continue in full force and effect: Article 1 (\"Definitions\"), Section 3.20(k), Section 3.20(l), Article 9 (\"Representations and Warranties\"), Article 10 (\"Liability, Insurance and Indemnities\") (excluding Section 10.6 (\"Insurance\")), Article 11 (\"Confidentiality, Press Releases and Publications\"), Article 13 (\"Infringement of Third Party Rights\"), Section 16.4 (\"Effect of Termination\"), Article 17 (\"Consequences of Termination\"), Article 18 (\"Force Majeure\"), Article 19 (\"Notices\"), Article 20 (\"Assignment and Change of Control\") and Article 21 (\"General Provisions\");", "probability": 0.002912910007678555 }, { "score": 8.704544067382812, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement.", "probability": 0.001973808196402282 }, { "score": 8.631596565246582, "text": "The confidentiality and non-use obligations contained in this Agreement shall continue for the duration of this Agreement and for a period of [**] ([**]) years after termination for any reason of this Agreement", "probability": 0.0018349500661173285 }, { "score": 8.43297290802002, "text": "Means a three month period ending on the last day of March, June, September or December in any Calendar Year;", "probability": 0.0015043991941992175 }, { "score": 8.424904823303223, "text": "\"Effective Date\" Means August 10, 2007;", "probability": 0.0014923104063104917 }, { "score": 8.311310768127441, "text": "This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the provisions of Section 16, shall continue in force for a period being the longer of fifteen (15) years from first Commercial Launch of the Product in the Territory or until the expiration of the last valid claim in the PPI Patents covering the Product in any country of the Territory (the \"Initial Term\"). Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each. Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "probability": 0.0013320664684234513 }, { "score": 8.119415283203125, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.0010994785117523884 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Renewal Term": [ { "score": 14.35377311706543, "text": "Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each.", "probability": 0.3614373012079531 }, { "score": 13.73019790649414, "text": "The Lease Term shall automatically renew at the end of each calendar quarter of the Lease Term.", "probability": 0.19373928729865705 }, { "score": 13.286949157714844, "text": "This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the provisions of Section 16, shall continue in force for a period being the longer of fifteen (15) years from first Commercial Launch of the Product in the Territory or until the expiration of the last valid claim in the PPI Patents covering the Product in any country of the Territory (the \"Initial Term\").", "probability": 0.12437045182435942 }, { "score": 12.476404190063477, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement.", "probability": 0.05529705537464204 }, { "score": 12.473152160644531, "text": "Commencing as of the Agreement Date, EKR agrees to lease the Transferred Equipment to PPI through the end of the then-current calendar quarter and, subject to renewal as provided below, on a calendar quarter-to-calendar quarter\n\n\n\n\n\n\n\n\n\n\n\n -21-\n\n\n\nbasis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators. The Lease Term shall automatically renew at the end of each calendar quarter of the Lease Term.", "probability": 0.05511751980947858 }, { "score": 12.465201377868652, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators. The Lease Term shall automatically renew at the end of each calendar quarter of the Lease Term.", "probability": 0.054681029899943605 }, { "score": 11.924290657043457, "text": "Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each. Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "probability": 0.03183626745372867 }, { "score": 11.781091690063477, "text": "Commencing as of the Agreement Date, EKR agrees to lease the Transferred Equipment to PPI through the end of the then-current calendar quarter and, subject to renewal as provided below, on a calendar quarter-to-calendar quarter", "probability": 0.027588724562631124 }, { "text": "", "score": 11.720638275146484, "probability": 0.02597030432657296 }, { "score": 11.117992401123047, "text": "Commencing as of the Agreement Date, EKR agrees to lease the Transferred Equipment to PPI through the end of the then-current calendar quarter and, subject to renewal as provided below, on a calendar quarter-to-calendar quarter", "probability": 0.014215143925741533 }, { "score": 10.878050804138184, "text": "Commencing as of the Agreement Date, EKR agrees to lease the Transferred Equipment to PPI through the end of the then-current calendar quarter and, subject to renewal as provided below, on a calendar quarter-to-calendar quarter\n\n\n\n\n\n\n\n\n\n\n\n -21-\n\n\n\nbasis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 0.011182681344295889 }, { "score": 10.870100021362305, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 0.011094122795485958 }, { "score": 10.475133895874023, "text": "The Lease Term shall automatically renew at the end of each calendar quarter of the Lease Term. The Lease Term will automatically terminate immediately upon (i) any termination or expiration of this Agreement and/or the Supply Agreement or (ii) any exercise by EKR of the Step-in Right described in Section 17.5 below.", "probability": 0.0074741422589261 }, { "score": 10.101936340332031, "text": "Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each", "probability": 0.00514616516517443 }, { "score": 10.099132537841797, "text": "Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "probability": 0.0051317565433732166 }, { "score": 9.928971290588379, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement", "probability": 0.004328784382111316 }, { "score": 9.8511381149292, "text": "The Lease Term shall automatically renew at the end of each calendar quarter of the Lease Term", "probability": 0.004004639579266073 }, { "score": 9.47546100616455, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product.", "probability": 0.0027504828415546275 }, { "score": 9.347158432006836, "text": "During the Term, in the event EKR has the right to terminate this Agreement under Section 16.1(a) - (i) hereof (the \"Step-in Right Trigger Event\"), and EKR does not exercise its right to terminate this Agreement under such Section, EKR shall have the option to exercise step-in rights to manufacture the Product for the remainder of the Term (the \"Step-in Right\") by providing PPI written notice of such election within ninety (90) days after the Step-in Right Trigger Event (or such longer period as mutually agreed by the Parties) (the \"Step-in Right Notice\"); provided that in the event such Step-in Right Trigger Event has been cured prior to EKR's exercise of the Step-in Right, the Step-in Right shall terminate with respect to such Step-in Right Trigger Event.", "probability": 0.0024192894971838187 }, { "score": 9.258869171142578, "text": "Term shall automatically renew at the end of each calendar quarter of the Lease Term.", "probability": 0.0022148499089205053 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Notice Period To Terminate Renewal": [ { "score": 13.671300888061523, "text": "Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each.", "probability": 0.17903067606668271 }, { "score": 13.478463172912598, "text": "Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each.", "probability": 0.1476315216504884 }, { "score": 13.2679443359375, "text": "Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each. Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "probability": 0.1196057136905733 }, { "score": 13.247498512268066, "text": "Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each. Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "probability": 0.11718510633778395 }, { "score": 12.640205383300781, "text": "Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "probability": 0.06384521644734187 }, { "score": 12.636198043823242, "text": "Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "probability": 0.06358987894474795 }, { "score": 12.628362655639648, "text": "The Lease Term shall automatically renew at the end of each calendar quarter of the Lease Term.", "probability": 0.06309357446693378 }, { "score": 12.616949081420898, "text": "At any time after July 1, 2015, PPI shall have the right, exercisable upon sixty (60) days prior written notice to EKR, to terminate the Lease Term and repurchase the Transferred Equipment from EKR, subject to payment by PPI to EKR within five (5) days of such notice of any principal paid by EKR under the Promissory Note, which if exercised shall result in the termination of the Step-in Right set forth in Section 17.5.", "probability": 0.06237754527127039 }, { "score": 12.552779197692871, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement.", "probability": 0.058500510193918547 }, { "text": "", "score": 11.943035125732422, "probability": 0.031794439102469665 }, { "score": 11.05831527709961, "text": "The Lease Term shall automatically renew at the end of each calendar quarter of the Lease Term. The Lease Term will automatically terminate immediately upon (i) any termination or expiration of this Agreement and/or the Supply Agreement or (ii) any exercise by EKR of the Step-in Right described in Section 17.5 below.\n\n\n\n(d) At any time between the Agreement Date and July 1, 2015, EKR shall have the right, exercisable upon sixty (60) days prior written notice to PPI, to terminate the Lease Term and sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR within five (5) days of such notice of $[**] in cash, which if exercised shall result in (i) an offset against the unpaid balance of principal and interest under the Promissory Note pursuant to Section 3.20(f) below; and (ii) the termination of the Step-in Right described in Section 17.5.", "probability": 0.013125692314658594 }, { "score": 11.027865409851074, "text": "During the Term, in the event EKR has the right to terminate this Agreement under Section 16.1(a) - (i) hereof (the \"Step-in Right Trigger Event\"), and EKR does not exercise its right to terminate this Agreement under such Section, EKR shall have the option to exercise step-in rights to manufacture the Product for the remainder of the Term (the \"Step-in Right\") by providing PPI written notice of such election within ninety (90) days after the Step-in Right Trigger Event (or such longer period as mutually agreed by the Parties) (the \"Step-in Right Notice\"); provided that in the event such Step-in Right Trigger Event has been cured prior to EKR's exercise of the Step-in Right, the Step-in Right shall terminate with respect to such Step-in Right Trigger Event.", "probability": 0.01273204046492838 }, { "score": 10.939796447753906, "text": "The Lease Term shall automatically renew at the end of each calendar quarter of the Lease Term.", "probability": 0.011658700502479075 }, { "score": 10.80234146118164, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.01016141535408094 }, { "score": 10.797933578491211, "text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.010116723597602567 }, { "score": 10.62330436706543, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators. The Lease Term shall automatically renew at the end of each calendar quarter of the Lease Term.", "probability": 0.00849570417728764 }, { "score": 10.618743896484375, "text": "EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI.", "probability": 0.00845704798054305 }, { "score": 10.367927551269531, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell", "probability": 0.006580981043891303 }, { "score": 10.341604232788086, "text": "The confidentiality and non-use obligations contained in this Agreement shall continue for the duration of this Agreement and for a period of [**] ([**]) years after termination for any reason of this Agreement.", "probability": 0.00641000794600747 }, { "score": 10.207849502563477, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators. The Lease Term shall automatically renew at the end of each calendar quarter of the Lease Term.", "probability": 0.005607504446310335 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Governing Law": [ { "score": 15.987608909606934, "text": "This Bill of Sale shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof.", "probability": 0.46143473259066786 }, { "score": 15.622478485107422, "text": "This Agreement and the relationship between the Parties shall be governed by, and interpreted in accordance with New York law without regard to provisions related to conflicts of laws, and, except as provided in Section 21.2 above, the Parties agree to submit any dispute to the exclusive jurisdiction of the federal and state courts sitting in New York.", "probability": 0.32028467027116836 }, { "score": 15.151910781860352, "text": "This Note shall be governed by and construed in accordance with the laws of the State of New York, excluding any conflict-of-laws rule or principle that may refer the governance, construction or interpretation of this Note to the laws of another State.", "probability": 0.20006503560004238 }, { "text": "", "score": 12.316472053527832, "probability": 0.011742371120168234 }, { "score": 11.417527198791504, "text": "This Note shall be governed by and construed in accordance with the laws of the State of New York,", "probability": 0.004779131849766749 }, { "score": 9.342427253723145, "text": "all countries in North America including the United States, its territories as possessions including Puerto Rico, South America and Central America", "probability": 0.0005999907524621399 }, { "score": 8.688041687011719, "text": "This Note shall be governed by and construed in accordance with the laws of the State of New York", "probability": 0.0003118519873798278 }, { "score": 7.570900917053223, "text": "THE TERRITORY\n\nall countries in North America including the United States, its territories as possessions including Puerto Rico, South America and Central America", "probability": 0.00010204234823177834 }, { "score": 7.516805648803711, "text": "This Agreement and the relationship between the Parties shall be governed by, and interpreted in accordance with New York law without regard to provisions related to conflicts of laws, and, except as provided in Section 21.2 above, the Parties agree to submit any dispute to the exclusive jurisdiction of the federal and state courts sitting in New York", "probability": 9.666898701374923e-05 }, { "score": 7.507988929748535, "text": ".", "probability": 9.582042995533563e-05 }, { "score": 7.252959251403809, "text": "21.13 Governing Law. This Agreement and the relationship between the Parties shall be governed by, and interpreted in accordance with New York law without regard to provisions related to conflicts of laws, and, except as provided in Section 21.2 above, the Parties agree to submit any dispute to the exclusive jurisdiction of the federal and state courts sitting in New York.", "probability": 7.425062834566909e-05 }, { "score": 7.245242595672607, "text": "8. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, excluding any conflict-of-laws rule or principle that may refer the governance, construction or interpretation of this Note to the laws of another State.", "probability": 7.367986682622316e-05 }, { "score": 7.079907417297363, "text": "6. Governing Law. This Bill of Sale shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof.", "probability": 6.24517592123576e-05 }, { "score": 6.885573387145996, "text": "This Note shall be governed by and construed in accordance with the laws of the State of New York", "probability": 5.1421705841513236e-05 }, { "score": 6.75432014465332, "text": "This Note shall be governed by and construed in accordance with the laws of the State of New York,", "probability": 4.509661252893046e-05 }, { "score": 6.636964321136475, "text": "This Bill of Sale shall be governed by, and construed in accordance with, the laws of the State of New York,", "probability": 4.0103006635677426e-05 }, { "score": 6.554067134857178, "text": "Bill of Sale shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof.", "probability": 3.6912643095210766e-05 }, { "score": 6.52830696105957, "text": "This Bill of Sale shall be governed by, and construed in accordance with, the laws of the State of New York", "probability": 3.5973909869591274e-05 }, { "score": 6.502256393432617, "text": "This Bill of Sale shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof", "probability": 3.5048870313353924e-05 }, { "score": 6.43426513671875, "text": ".", "probability": 3.274506047548196e-05 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Most Favored Nation": [ { "score": 12.914413452148438, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.4304042887318495 }, { "score": 12.14320182800293, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.199041500693071 }, { "text": "", "score": 12.140501022338867, "probability": 0.19850465356682456 }, { "score": 10.185365676879883, "text": "(e) Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.02809740429009671 }, { "score": 10.130577087402344, "text": "Pursuant to Section 4.1 above, EKR shall at its own cost and expense launch and achieve Commercial Launch of the Products in accordance with the Marketing Plan but no later than 18 months following receipt of Marketing Authorization in each country in the Territory provided however that EKR shall not be obligated to launch such Product in such country of the Territory where the approved pricing in such country provides EKR a gross margin of less than [**]% (after payment of Royalties, Additional Royalties and Cost of Goods) or where the launch of the Product in such country of the Territory as determined by EKR is not commercially reasonable.", "probability": 0.026599398655007524 }, { "score": 9.711331367492676, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)", "probability": 0.017490237859274286 }, { "score": 9.695552825927734, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement.", "probability": 0.017216433213785083 }, { "score": 9.505389213562012, "text": "(e) Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.014234957494455597 }, { "score": 9.304798126220703, "text": "days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.011647710620001727 }, { "score": 9.296136856079102, "text": "appraiser; provided that (i) in the event there are any amounts owed to PPI under the Promissory Note as of the date of such loss, PPI shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, the amounts owed to EKR pursuant to this Section 3.20(k), and (ii) in no event shall PPI be required to pay EKR an amount that exceeds [**] Dollars ($[**]) plus the amounts paid by EKR pursuant to the Promissory Note.", "probability": 0.01154726228482246 }, { "score": 9.000890731811523, "text": "Notwithstanding anything to the contrary, in the event EKR exercises it right of termination pursuant to Section 16.3(b) of this Agreement or PPI terminates this Agreement pursuant to Section 16.1(a): (i) EKR will sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR (within five (5) days of the date of termination) of $[**] in cash and cancellation of any remaining obligation of EKR under the Promissory Note, (ii) the Advanced Royalty Payment shall be deemed to have been repaid in full, and EKR shall not have the right to the Royalty Offset between the date of notice of such termination and the termination date of the Agreement and (iii) EKR shall promptly transfer the Marketing Authorizations to PPI or its nominee in accordance with Section 17.1(e) below.\n\n\n\n\n\n\n\n\n\n -35-\n\n (e) Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.008595185775643052 }, { "score": 8.611371040344238, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -55-\n\n days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.005822225410056425 }, { "score": 8.455400466918945, "text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.00498140504151631 }, { "score": 8.450929641723633, "text": "Supply Price (as defined in the Supply Agreement) shall at any time during the Term exceed [**] percent ([**]%) of the net average selling price of the Product (the \"Royalty Cap\"); provided, however, that the Royalty Cap shall be [**] percent ([**]%) of the net average selling price of the Product during certain periods as described in Section 6.3(e) above.", "probability": 0.004959183761092586 }, { "score": 8.405275344848633, "text": "(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments;", "probability": 0.004737866202129985 }, { "score": 8.170814514160156, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.0037476389761436943 }, { "score": 8.145634651184082, "text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.0036544520803939895 }, { "score": 8.10361385345459, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.003504070786965855 }, { "score": 7.850480079650879, "text": "Supply Price (as defined in the Supply Agreement) shall at any time during the Term exceed [**] percent ([**]%) of the net average selling price of the Product (the \"Royalty Cap\"); provided, however, that the Royalty Cap shall be [**] percent ([**]%) of the net average selling price of the Product during certain periods as described in Section 6.3(e) above. EKR shall be entitled to offset certain amounts from Royalties payable hereunder as set forth in Section 6.3(b) above. Royalties on other presentations and dosages which hereafter receive Marketing Authorization in any country of the Territory shall be negotiated in good faith by the parties in a manner consistent with the Royalty currently being paid by EKR as of the date of the receipt of Marketing Authorization for such new presentations and dosages.", "probability": 0.002720434474505656 }, { "score": 7.763452053070068, "text": "(i) by a reduction in Royalties due under Section 6.4 of this Agreement of $[**] for each [**] mg vial of Product sold during the Royalty Offset Period and $[**] for each [**] mg Vial of Product sold during the Royalty Offset Period (collectively the \"Royalty Offset\") which amounts shall be deducted by EKR from any Royalty payments due PPI and reflected in the quarterly and annual reports required in Section 6.5 of this Agreement;\n\n\n\n\n\n\n\n\n\n -33-\n\n\n\n(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments;", "probability": 0.002493690082364143 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Compete": [ { "score": 13.059338569641113, "text": "EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 0.31485933364608015 }, { "score": 12.857873916625977, "text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing.", "probability": 0.2574077301101973 }, { "text": "", "score": 12.005485534667969, "probability": 0.10975745143352254 }, { "score": 11.801389694213867, "text": "\"Competing Product\"\n\n\n\nMeans any [**] ([**] hours) [**] preparation (other than the Product) available in a country in the Territory which competes or would compete directly with the Product.", "probability": 0.08949449399747593 }, { "score": 11.3790864944458, "text": "Means any [**] ([**] hours) [**] preparation (other than the Product) available in a country in the Territory which competes or would compete directly with the Product.", "probability": 0.05866679559672416 }, { "score": 11.13824462890625, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory. In addition, the Parties acknowledge that since the Product is a controlled substance, the DEA and other law enforcement agencies will not permit any sale outside the Territory without relevant clearances and approvals. 4.16 Non-Compete. EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 0.04611010108618296 }, { "score": 10.740015983581543, "text": "During the Term, PPI and its Affiliates shall not:", "probability": 0.03096332356265329 }, { "score": 10.272224426269531, "text": "EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof. 4.17 PPI as Exclusive Provider. During the Term, except if PPI is unable to supply Products (including, but not limited to, in connection with EKR's exercise of its rights under Section 17.5 below) or as provided in the Supply Agreement, EKR shall purchase all of its requirements for the Product from PPI.", "probability": 0.019394932795876296 }, { "score": 10.201013565063477, "text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing", "probability": 0.01806183185852032 }, { "score": 9.280502319335938, "text": "\"Competing Product\"", "probability": 0.0071943049144812315 }, { "score": 9.256217002868652, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.00702169338906763 }, { "score": 9.156973838806152, "text": "\"Competing Product\"\n\n\n\nMeans any [**] ([**] hours) [**] preparation (other than the Product) available in a country in the Territory which competes or would compete directly with the Product", "probability": 0.006358301286759198 }, { "score": 8.955587387084961, "text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in any country in the Territory,", "probability": 0.005198524299105563 }, { "score": 8.948665618896484, "text": "(iii) market or have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing.", "probability": 0.005162665565075731 }, { "score": 8.942744255065918, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory.", "probability": 0.005132185873658466 }, { "score": 8.9287691116333, "text": "Competing Product\"\n\n\n\nMeans any [**] ([**] hours) [**] preparation (other than the Product) available in a country in the Territory which competes or would compete directly with the Product.", "probability": 0.005060961683286824 }, { "score": 8.734670639038086, "text": "Means any [**] ([**] hours) [**] preparation (other than the Product) available in a country in the Territory which competes or would compete directly with the Product", "probability": 0.004168090630728753 }, { "score": 8.678764343261719, "text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or have marketed any Competing Product in any country in the Territory or", "probability": 0.003941462127637344 }, { "score": 8.472079277038574, "text": "\"Competing Product\"\n\n\n\nMeans any [**] ([**] hours) [**] preparation (other than the Product) available in a country in the Territory which competes or would compete directly with the Product. For the avoidance of doubt, the definition of \"Competing Product\" does not include Depobupivacaine or any improvement thereto;", "probability": 0.0032054955193124707 }, { "score": 8.351129531860352, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory. In addition, the Parties acknowledge that since the Product is a controlled substance, the DEA and other law enforcement agencies will not permit any sale outside the Territory without relevant clearances and approvals. 4.16 Non-Compete. EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof. 4.17 PPI as Exclusive Provider. During the Term, except if PPI is unable to supply Products (including, but not limited to, in connection with EKR's exercise of its rights under Section 17.5 below) or as provided in the Supply Agreement, EKR shall purchase all of its requirements for the Product from PPI.", "probability": 0.00284032062365376 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Exclusivity": [ { "score": 14.087676048278809, "text": "Subject to the terms of this Agreement, PPI hereby appoints EKR and EKR agrees to be retained as the exclusive distributor, and Authorized Distributor of Record, of the Products in the Field in the Territory during the Term to market, distribute, warehouse and sell the Products.", "probability": 0.2861143665294904 }, { "score": 13.392962455749512, "text": "Subject to the terms of this Agreement, PPI hereby appoints EKR and EKR agrees to be retained as the exclusive distributor, and Authorized Distributor of Record, of the Products in the Field in the Territory during the Term to market, distribute, warehouse and sell the Products.", "probability": 0.14283327219485076 }, { "score": 13.305213928222656, "text": "Subject to the terms of this Agreement, PPI hereby appoints EKR and EKR agrees to be retained as the exclusive distributor, and Authorized Distributor of Record, of the Products in the Field in the Territory during the Term to market, distribute, warehouse and sell the Products. EKR shall have the right to appoint sub-distributors hereunder in each country of the Territory. 2.2 Grant of License and Distribution Rights. PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement.", "probability": 0.13083401958837468 }, { "score": 13.092284202575684, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement.", "probability": 0.10574174655877878 }, { "score": 12.967911720275879, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.09337534010993426 }, { "text": "", "score": 12.261626243591309, "probability": 0.046078285523339806 }, { "score": 11.812213897705078, "text": "Subject to the terms of this Agreement, PPI hereby appoints EKR and EKR agrees to be retained as the exclusive distributor, and Authorized Distributor of Record, of the Products in the Field in the Territory during the Term to market, distribute, warehouse and sell the Products", "probability": 0.029398082857341593 }, { "score": 11.716763496398926, "text": "Pursuant to that certain Strategic Licensing, Distribution and Marketing Agreement between EKR and PPI dated as of August 10, 2007 (the \"Original Agreement\"), PPI granted and EKR acquired the exclusive right and license to sell, offer to sell, distribute and market the Product in the Territory (as defined below) in the Field (as defined below).", "probability": 0.026721782639102326 }, { "score": 11.545210838317871, "text": "Subject to the terms of this Agreement, PPI hereby appoints EKR and EKR agrees to be retained as the exclusive distributor, and Authorized Distributor of Record, of the Products in the Field in the Territory during the Term to market, distribute, warehouse and sell the Products", "probability": 0.022509251531952774 }, { "score": 11.501956939697266, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.02155639459061953 }, { "score": 11.242835998535156, "text": "PPI owns and has all right title and interest in or has acquired exclusive rights to the PPI IP (as defined below), the Trademark (as defined below) and the Product (as defined below).", "probability": 0.016635709575138158 }, { "score": 11.103818893432617, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory.", "probability": 0.014476613119506883 }, { "score": 11.078847885131836, "text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing.", "probability": 0.014119593613131755 }, { "score": 10.898966789245605, "text": "Subject to the terms of this Agreement, PPI hereby appoints EKR and EKR agrees to be retained as the exclusive distributor, and Authorized Distributor of Record, of the Products in the Field in the Territory during the Term to market, distribute, warehouse and sell the Products. EKR shall have the right to appoint sub-distributors hereunder in each country of the Territory. 2.2 Grant of License and Distribution Rights. PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement", "probability": 0.011795078342241718 }, { "score": 10.810483932495117, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks. For the avoidance of doubt, the term \"exclusive\" for the", "probability": 0.010796256979369376 }, { "score": 10.686037063598633, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement", "probability": 0.009532934848522285 }, { "score": 10.25997257232666, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks. For the avoidance of doubt, the term \"exclusive\" for the\n\n\n\n\n\n\n\n\n\n\n\n\n\n -14-\n\n\n\npurposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement.", "probability": 0.0062257140207784166 }, { "score": 10.027474403381348, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory. In addition, the Parties acknowledge that since the Product is a controlled substance, the DEA and other law enforcement agencies will not permit any sale outside the Territory without relevant clearances and approvals. 4.16 Non-Compete. EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 0.004934197121449153 }, { "score": 9.704344749450684, "text": "During the Term, PPI and its Affiliates shall not:", "probability": 0.0035717665846272556 }, { "score": 9.442737579345703, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks. For the avoidance of doubt, the term \"exclusive\" for the\n\n", "probability": 0.002749593671449888 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __No-Solicit Of Customers": [ { "text": "", "score": 12.150575637817383, "probability": 0.8805497092307627 }, { "score": 9.730501174926758, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory.", "probability": 0.07829407417804482 }, { "score": 7.441854953765869, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory", "probability": 0.00793930466682332 }, { "score": 7.269686698913574, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory. In addition, the Parties acknowledge that since the Product is a controlled substance, the DEA and other law enforcement agencies will not permit any sale outside the Territory without relevant clearances and approvals. 4.16 Non-Compete. EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 0.006683604535400099 }, { "score": 7.204662799835205, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory.", "probability": 0.00626283867034431 }, { "score": 6.769933223724365, "text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing.", "probability": 0.004054810556315378 }, { "score": 6.686071872711182, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory,", "probability": 0.00372863649885645 }, { "score": 6.402651309967041, "text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing.", "probability": 0.002808420018392987 }, { "score": 6.0775065422058105, "text": "During the Term, PPI and its Affiliates shall not:", "probability": 0.0020288665480756854 }, { "score": 5.9976701736450195, "text": "During the Term, PPI and its Affiliates shall not:", "probability": 0.0018731863622699107 }, { "score": 5.571856498718262, "text": "Upon termination of the Lease Term, unless PPI has repurchased the Transferred Equipment, EKR will, at PPI's request, use commercially reasonable efforts to (i) supply the Product and (ii) supply placebo for [**], to PPI's other licensees and collaborators outside the Territory, excluding PPI and any of its Affiliates (the \"Other PPI Customers\"), in each case in accordance with the commercially reasonable requirements of any existing agreements between PPI and such Other PPI Customers, subject to EKR's receipt of payment required under such agreements for supplying such Products and/or other products.", "probability": 0.0012236365979756013 }, { "score": 5.432473182678223, "text": "Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in respect of which termination occurs):", "probability": 0.0010644347710750167 }, { "score": 5.174100399017334, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory,", "probability": 0.0008220707173621402 }, { "score": 4.982664108276367, "text": "EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 0.0006788431717691183 }, { "score": 4.810516834259033, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory", "probability": 0.0005714876409985138 }, { "score": 4.404139518737793, "text": "Upon termination of the Lease Term, unless PPI has repurchased the Transferred Equipment, EKR will, at PPI's request, use commercially reasonable efforts to (i) supply the Product and (ii) supply placebo for [**], to PPI's other licensees and collaborators outside the Territory, excluding PPI and any of its Affiliates (the \"Other PPI Customers\"), in each case in accordance with the commercially reasonable requirements of any existing agreements between PPI and such Other PPI Customers, subject to EKR's receipt of payment required under such agreements for supplying such Products and/or other products. PPI will use commercially reasonable efforts to cooperate with EKR so as to enable EKR to supply Product and, if applicable, other products, to such Other PPI Customers.", "probability": 0.00038064437562496936 }, { "score": 4.14921760559082, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory. In addition, the Parties acknowledge that since the Product is a controlled substance, the DEA and other law enforcement agencies will not permit any sale outside the Territory without relevant clearances and approvals. 4.16 Non-Compete. EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof. 4.17 PPI as Exclusive Provider. During the Term, except if PPI is unable to supply Products (including, but not limited to, in connection with EKR's exercise of its rights under Section 17.5 below) or as provided in the Supply Agreement, EKR shall purchase all of its requirements for the Product from PPI.", "probability": 0.0002949906405193365 }, { "score": 4.021200180053711, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory. In addition, the Parties acknowledge that since the Product is a controlled substance, the DEA and other law enforcement agencies will not permit any sale outside the Territory without relevant clearances and approvals.", "probability": 0.00025954398914416137 }, { "score": 4.006715774536133, "text": "EKR may appoint sub-distributors under this Agreement provided that EKR:", "probability": 0.000255811743685348 }, { "score": 3.8787524700164795, "text": "E", "probability": 0.00022508508656026387 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Competitive Restriction Exception": [ { "score": 12.485264778137207, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory. In addition, the Parties acknowledge that since the Product is a controlled substance, the DEA and other law enforcement agencies will not permit any sale outside the Territory without relevant clearances and approvals. 4.16 Non-Compete. EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 0.14638641035401345 }, { "score": 12.425312042236328, "text": "EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 0.1378680455251003 }, { "score": 12.322813987731934, "text": "EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 0.12443692753135731 }, { "score": 12.305145263671875, "text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing.", "probability": 0.12225759549979445 }, { "score": 12.25764274597168, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory.", "probability": 0.11658582996007985 }, { "text": "", "score": 11.963456153869629, "probability": 0.08687246707601354 }, { "score": 11.425928115844727, "text": "Notwithstanding the foregoing, nothing contained herein shall prohibit PPI from utilizing the Trademarks in the Territory in connection with its business for the sole purpose of signifying that PPI is the manufacturer of the Products for EKR.", "probability": 0.05075007569639949 }, { "score": 11.120482444763184, "text": "EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof. 4.17 PPI as Exclusive Provider. During the Term, except if PPI is unable to supply Products (including, but not limited to, in connection with EKR's exercise of its rights under Section 17.5 below) or as provided in the Supply Agreement, EKR shall purchase all of its requirements for the Product from PPI.", "probability": 0.037392398623183096 }, { "score": 10.655810356140137, "text": "\"Competing Product\"\n\n\n\nMeans any [**] ([**] hours) [**] preparation (other than the Product) available in a country in the Territory which competes or would compete directly with the Product.", "probability": 0.023495181316691552 }, { "score": 10.530808448791504, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.020734385189904794 }, { "score": 10.390148162841797, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided", "probability": 0.018013710393249067 }, { "score": 10.283967018127441, "text": "Notwithstanding the foregoing, nothing contained herein shall prohibit PPI from utilizing the Trademarks in the Territory in connection with its business for the sole purpose of signifying that PPI is the manufacturer of the Products for EKR.", "probability": 0.016199040494637516 }, { "score": 10.233363151550293, "text": "During the Term, PPI and its Affiliates shall not:", "probability": 0.01539970179361341 }, { "score": 10.199790954589844, "text": "purposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement. Notwithstanding the foregoing, nothing contained herein shall prohibit PPI from utilizing the Trademarks in the Territory in connection with its business for the sole purpose of signifying that PPI is the manufacturer of the Products for EKR.", "probability": 0.014891282106896981 }, { "score": 10.148283958435059, "text": "Means any [**] ([**] hours) [**] preparation (other than the Product) available in a country in the Territory which competes or would compete directly with the Product.", "probability": 0.01414369514592093 }, { "score": 10.108293533325195, "text": "In addition, the Parties acknowledge that since the Product is a controlled substance, the DEA and other law enforcement agencies will not permit any sale outside the Territory without relevant clearances and approvals. 4.16 Non-Compete. EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 0.013589243041677053 }, { "score": 10.053552627563477, "text": "During the Term, except if PPI is unable to supply Products (including, but not limited to, in connection with EKR's exercise of its rights under Section 17.5 below) or as provided in the Supply Agreement, EKR shall purchase all of its requirements for the Product from PPI.", "probability": 0.012865349617049769 }, { "score": 9.938446998596191, "text": "For the avoidance of doubt, the term \"exclusive\" for the\n\n\n\n\n\n\n\n\n\n\n\n\n\n -14-\n\n\n\npurposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement. Notwithstanding the foregoing, nothing contained herein shall prohibit PPI from utilizing the Trademarks in the Territory in connection with its business for the sole purpose of signifying that PPI is the manufacturer of the Products for EKR.", "probability": 0.011466525816911483 }, { "score": 9.784595489501953, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided\n\n", "probability": 0.009831391524892678 }, { "score": 9.418983459472656, "text": "PPI as Exclusive Provider. During the Term, except if PPI is unable to supply Products (including, but not limited to, in connection with EKR's exercise of its rights under Section 17.5 below) or as provided in the Supply Agreement, EKR shall purchase all of its requirements for the Product from PPI.", "probability": 0.006820743292613192 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __No-Solicit Of Employees": [ { "text": "", "score": 12.25627613067627, "probability": 0.9991192334820317 }, { "score": 4.37184476852417, "text": "Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in respect of which termination occurs):", "probability": 0.0003762290152897716 }, { "score": 3.48793625831604, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory.", "probability": 0.00015544462066477345 }, { "score": 2.958306312561035, "text": "PPI shall, at EKR's cost and expense, provide EKR with all assistance, information and guidance, including where appropriate direct access to employees of and consultants to PPI and its Affiliates and shall use reasonable efforts to obtain such assistance and access from any sub-contractors of PPI and its Affiliates (including for the avoidance of doubt any manufacturers of the Product) which is reasonably necessary in relation to the conduct of any post-marketing or Phase IV studies to be conducted by EKR in the Territory or otherwise in connection with the discharge of EKR's obligations under the terms of this Agreement (including, but not limited to, the maintenance of the Transferred NDA); provided, however, that any such post-marketing or Phase IV studies to be conducted by EKR shall be at EKR's sole cost and expense.", "probability": 9.152934078790499e-05 }, { "score": 2.7940263748168945, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory. In addition, the Parties acknowledge that since the Product is a controlled substance, the DEA and other law enforcement agencies will not permit any sale outside the Territory without relevant clearances and approvals. 4.16 Non-Compete. EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 7.766305389825555e-05 }, { "score": 2.545328140258789, "text": "EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "probability": 6.056283450427255e-05 }, { "score": 1.620436191558838, "text": "Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in respect of which termination occurs):\n\n (a) the licenses and rights granted and appointments made under Sections 2.1, 2.2 and 2.3 shall terminate and EKR shall (and shall procure that its Affiliates, sub-distributors and sub-licensees shall) cease all activities licensed or appointed hereunder, subject to Sections 17.2 and 17.3;", "probability": 2.4017661708555826e-05 }, { "score": 1.2574387788772583, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 1.6706402873570105e-05 }, { "score": 1.0765635967254639, "text": "During the Term, PPI and its Affiliates shall not:", "probability": 1.3942153395308657e-05 }, { "score": 0.7762035131454468, "text": "Notwithstanding anything to the contrary, in the event EKR exercises it right of termination pursuant to Section 16.3(b) of this Agreement or PPI terminates this Agreement pursuant to Section 16.1(a):", "probability": 1.0324882780585787e-05 }, { "score": 0.711309552192688, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination. Immediately upon notification from PPI, such post termination sales shall cease.", "probability": 9.676137710897717e-06 }, { "score": 0.694847822189331, "text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 9.51815564110968e-06 }, { "score": 0.17564570903778076, "text": "During the Term, PPI and its Affiliates shall not:", "probability": 5.66325594265283e-06 }, { "score": 0.14871859550476074, "text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination. Immediately upon notification from PPI, such post termination sales shall cease.", "probability": 5.51279562896438e-06 }, { "score": -0.045604825019836426, "text": "In connection with the promotion, marketing and sale of the Product, EKR shall, without limitation:", "probability": 4.539189389972924e-06 }, { "score": -0.08412672579288483, "text": "(d) Notwithstanding anything to the contrary, in the event EKR exercises it right of termination pursuant to Section 16.3(b) of this Agreement or PPI terminates this Agreement pursuant to Section 16.1(a):", "probability": 4.367656288753938e-06 }, { "score": -0.09353791177272797, "text": "EKR may appoint sub-distributors under this Agreement provided that EKR:", "probability": 4.326744280350098e-06 }, { "score": -0.21416449546813965, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell", "probability": 3.835074178744485e-06 }, { "score": -0.28190022706985474, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)", "probability": 3.583905206191032e-06 }, { "score": -0.35729336738586426, "text": "17.1 Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in respect of which termination occurs):", "probability": 3.323637797765363e-06 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Disparagement": [ { "text": "", "score": 11.835639953613281, "probability": 0.47338326762988076 }, { "score": 11.829044342041016, "text": "EKR shall use the Trademarks in a manner which conforms to the reasonable directions and standards notified to it by PPI from time to time and not do anything which could, in the PPI's reasonable opinion, bring the Trademarks or PPI into disrepute or otherwise damage the goodwill attaching to the Trademarks.", "probability": 0.4702712894528779 }, { "score": 8.38359260559082, "text": "bring the Trademarks or PPI into disrepute or otherwise damage the goodwill attaching to the Trademarks.", "probability": 0.014997117310497512 }, { "score": 7.960605621337891, "text": "damage the goodwill attaching to the Trademarks.", "probability": 0.009824418979698497 }, { "score": 7.691103458404541, "text": "not do anything which could, in the PPI's reasonable opinion, bring the Trademarks or PPI into disrepute or otherwise damage the goodwill attaching to the Trademarks.", "probability": 0.007503494580922105 }, { "score": 7.166698455810547, "text": "(f) result from the negligence, willful default or material breach of any representation or warranty given under this Agreement, the Supply Agreement, or the Transition Services and Inventory Agreement by PPI, its Affiliates or sub-contractors;", "probability": 0.004441374291008038 }, { "score": 6.918987274169922, "text": "(f) result from the negligence, willful default or material breach of any representation or warranty given under this Agreement, the Supply Agreement, or the Transition Services and Inventory Agreement by PPI, its Affiliates or sub-contractors; or (g) are the responsibility of PPI under Section 10.1 above.", "probability": 0.003466871741433632 }, { "score": 6.668454170227051, "text": "otherwise damage the goodwill attaching to the Trademarks.", "probability": 0.0026985634286989467 }, { "score": 6.406723976135254, "text": "The manufacture of the Product by or on behalf of PPI (including, but not limited to, any manufacture of Product or any other product by EKR for the Other PPI Customers pursuant to Section 3.20(l)) except to the extent that such Claims arise from (i) the negligence or willful misconduct of EKR or its Affiliates, (ii) the breach by EKR of the terms of this Agreement or (iii) the manufacture of Product by EKR in accordance with EKR's exercise Step-in Right for supply of Product to EKR or its Affiliates;", "probability": 0.002077134654163833 }, { "score": 6.38443660736084, "text": "For the avoidance of doubt, nothing in this Agreement regarding the appointment of EKR as PPI's distributor of the Products shall be construed to diminish any rights of EKR as holder of the Transferred NDA.", "probability": 0.0020313528610567374 }, { "score": 6.143077373504639, "text": "(b) The manufacture of the Product by or on behalf of PPI (including, but not limited to, any manufacture of Product or any other product by EKR for the Other PPI Customers pursuant to Section 3.20(l)) except to the extent that such Claims arise from (i) the negligence or willful misconduct of EKR or its Affiliates, (ii) the breach by EKR of the terms of this Agreement or (iii) the manufacture of Product by EKR in accordance with EKR's exercise Step-in Right for supply of Product to EKR or its Affiliates;", "probability": 0.001595748286313865 }, { "score": 6.0850324630737305, "text": "EKR shall use the Trademarks in a manner which conforms to the reasonable directions and standards notified to it by PPI from time to time and not do anything which could, in the PPI's reasonable opinion, bring the Trademarks or PPI into disrepute or", "probability": 0.001505760160646239 }, { "score": 5.983566761016846, "text": "EKR shall use the Trademarks in a manner which conforms to the reasonable directions and standards notified to it by PPI from time to time and not do anything which could, in the PPI's reasonable opinion, bring the Trademarks or PPI into disrepute or otherwise damage the goodwill attaching to the Trademarks", "probability": 0.0013604726263597583 }, { "score": 5.499095439910889, "text": "EKR shall use the Trademarks in a manner which conforms to the reasonable directions and standards notified to it by PPI from time to time and not do anything which could, in the PPI's reasonable opinion,", "probability": 0.0008380821415620487 }, { "score": 5.4364800453186035, "text": "PPI into disrepute or otherwise damage the goodwill attaching to the Trademarks.", "probability": 0.0007872144659602999 }, { "score": 5.266300678253174, "text": "disrepute or otherwise damage the goodwill attaching to the Trademarks.", "probability": 0.0006640260329631728 }, { "score": 5.253541946411133, "text": "Notwithstanding anything contained in this Agreement or the Transition Services and Inventory Agreement or the Supply Agreement in no circumstance shall either Party be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any special, indirect or consequential loss or damage of any nature whatsoever except in the cases of fraud or intentional misconduct or in the case of PPI as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.0006556077205654566 }, { "score": 5.241883277893066, "text": "EKR shall use the Trademarks in a manner which conforms to the reasonable directions and standards notified to it by PPI from time to time and not do anything which could, in the PPI's reasonable opinion", "probability": 0.0006480085914128968 }, { "score": 5.233706951141357, "text": "or otherwise damage the goodwill attaching to the Trademarks.", "probability": 0.0006427318629563724 }, { "score": 5.177270889282227, "text": "EKR shall use the Trademarks in a manner which conforms to the reasonable directions and standards notified to it by PPI from time to time and not do anything which could, in the PPI's reasonable opinion, bring the Trademarks or PPI into disrepute", "probability": 0.0006074631810219819 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Termination For Convenience": [ { "score": 14.513101577758789, "text": "Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "probability": 0.3232351958969993 }, { "score": 14.311492919921875, "text": "EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI.", "probability": 0.26421721820793015 }, { "score": 12.966562271118164, "text": "At any time after July 1, 2015, PPI shall have the right, exercisable upon sixty (60) days prior written notice to EKR, to terminate the Lease Term and repurchase the Transferred Equipment from EKR, subject to payment by PPI to EKR within five (5) days of such notice of any principal paid by EKR under the Promissory Note, which if exercised shall result in the termination of the Step-in Right set forth in Section 17.5.", "probability": 0.06884385108134772 }, { "score": 12.852510452270508, "text": "days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination. 16.3 Prior Termination by EKR.\n\n (a) EKR may terminate this Agreement with immediate effect in any country of the Territory if the Products are withdrawn from the market in such country of the Territory as a result of regulatory action by FDA or other governmental entities or there are significant adverse reactions from use of the Products. (b) EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI.", "probability": 0.061423290874295766 }, { "score": 12.606714248657227, "text": "Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "probability": 0.04803802524113025 }, { "score": 12.413583755493164, "text": "At any time after July 1, 2015, PPI shall have the right, exercisable upon sixty (60) days prior written notice to EKR, to terminate the Lease Term and repurchase the Transferred Equipment from EKR, subject to payment by PPI to EKR within five (5) days of such notice of any principal paid by EKR under the Promissory Note, which if exercised shall result in the termination of the Step-in Right set forth in Section 17.5.", "probability": 0.03960131784609509 }, { "score": 12.382462501525879, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)", "probability": 0.03838785535144136 }, { "score": 12.294546127319336, "text": "At any time between the Agreement Date and July 1, 2015, EKR shall have the right, exercisable upon sixty (60) days prior written notice to PPI, to terminate the Lease Term and sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR within five (5) days of such notice of $[**] in cash, which if exercised shall result in (i) an offset against the unpaid balance of principal and interest under the Promissory Note pursuant to Section 3.20(f) below; and (ii) the termination of the Step-in Right described in Section 17.5.\n\n\n\n(e) At any time after July 1, 2015, PPI shall have the right, exercisable upon sixty (60) days prior written notice to EKR, to terminate the Lease Term and repurchase the Transferred Equipment from EKR, subject to payment by PPI to EKR within five (5) days of such notice of any principal paid by EKR under the Promissory Note, which if exercised shall result in the termination of the Step-in Right set forth in Section 17.5.", "probability": 0.03515703598426597 }, { "text": "", "score": 11.870206832885742, "probability": 0.02299979893745315 }, { "score": 11.709577560424805, "text": "At any time between the Agreement Date and July 1, 2015, EKR shall have the right, exercisable upon sixty (60) days prior written notice to PPI, to terminate the Lease Term and sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR within five (5) days of such notice of $[**] in cash, which if exercised shall result in (i) an offset against the unpaid balance of principal and interest under the Promissory Note pursuant to Section 3.20(f) below; and (ii) the termination of the Step-in Right described in Section 17.5.", "probability": 0.01958680649525429 }, { "score": 11.558160781860352, "text": "days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.016834652704310876 }, { "score": 11.42362117767334, "text": "(b) EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI.", "probability": 0.01471547732030416 }, { "score": 11.3677978515625, "text": "At any time between the Agreement Date and July 1, 2015, EKR shall have the right, exercisable upon sixty (60) days prior written notice to PPI, to terminate the Lease Term and sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR within", "probability": 0.013916518177865204 }, { "score": 11.299354553222656, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -55-\n\n days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.01299589052957955 }, { "score": 10.204280853271484, "text": "EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI", "probability": 0.004347319700656087 }, { "score": 10.179166793823242, "text": "If the affected Party is prevented by reason of any circumstances referred to in this Section of this Agreement from performing any of its obligations hereunder for a continuous period of six (6) months the other Party may terminate this Agreement.", "probability": 0.004239500412150032 }, { "score": 9.992305755615234, "text": "During the Term, in the event EKR has the right to terminate this Agreement under Section 16.1(a) - (i) hereof (the \"Step-in Right Trigger Event\"), and EKR does not exercise its right to terminate this Agreement under such Section, EKR shall have the option to exercise step-in rights to manufacture the Product for the remainder of the Term (the \"Step-in Right\") by providing PPI written notice of such election within ninety (90) days after the Step-in Right Trigger Event (or such longer period as mutually agreed by the Parties) (the \"Step-in Right Notice\"); provided that in the event such Step-in Right Trigger Event has been cured prior to EKR's exercise of the Step-in Right, the Step-in Right shall terminate with respect to such Step-in Right Trigger Event.", "probability": 0.003516915745220508 }, { "score": 9.866718292236328, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement.", "probability": 0.003101844496410788 }, { "score": 9.674160957336426, "text": "days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.0025585472027871846 }, { "score": 9.560184478759766, "text": "At any time between the Agreement Date and July 1, 2015, EKR shall have the right, exercisable upon sixty (60) days prior written notice to PPI, to terminate the Lease Term and sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR", "probability": 0.002282937794502349 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Rofr/Rofo/Rofn": [ { "text": "", "score": 12.30849838256836, "probability": 0.360466483834202 }, { "score": 12.204693794250488, "text": "During the Term, in the event EKR has the right to terminate this Agreement under Section 16.1(a) - (i) hereof (the \"Step-in Right Trigger Event\"), and EKR does not exercise its right to terminate this Agreement under such Section, EKR shall have the option to exercise step-in rights to manufacture the Product for the remainder of the Term (the \"Step-in Right\") by providing PPI written notice of such election within ninety (90) days after the Step-in Right Trigger Event (or such longer period as mutually agreed by the Parties) (the \"Step-in Right Notice\"); provided that in the event such Step-in Right Trigger Event has been cured prior to EKR's exercise of the Step-in Right, the Step-in Right shall terminate with respect to such Step-in Right Trigger Event.", "probability": 0.3249250020417249 }, { "score": 11.051007270812988, "text": "During the Term, in the event EKR has the right to terminate this Agreement under Section 16.1(a) - (i) hereof (the \"Step-in Right Trigger Event\"), and EKR does not exercise its right to terminate this Agreement under such Section, EKR shall have the option to exercise step-in rights to manufacture the Product for the remainder of the Term (the \"Step-in Right\") by providing PPI written notice of such election within ninety (90) days after the Step-in Right Trigger Event (or such longer period as mutually agreed by the Parties) (the \"Step-in Right Notice\"); provided that in the event such Step-in Right Trigger Event has been cured prior to EKR's exercise of the Step-in Right, the Step-in Right shall terminate with respect to such Step-in Right Trigger Event. The Step-in Right Notice shall specify the date which EKR intends to exercise the rights associated with the Step-in Right.", "probability": 0.10250461985448474 }, { "score": 10.72073745727539, "text": "Subject to Sections 3.20(d) and (e) and Section 6.3(d) and PPI's right to repurchase the Transferred Equipment thereunder, upon the expiration or earlier termination of the Lease Term, EKR shall remove the Transferred Equipment from PPI's premises (unless EKR at its option elects to retain the Transferred Equipment at PPI's premises in connection with EKR's exercise of step-in rights under Section 17.5).", "probability": 0.07367312331186111 }, { "score": 9.220796585083008, "text": "In the event EKR exercises the Step-in Right, PPI shall, at EKR's cost and expense, cooperate in the exercise of such rights and EKR shall reimburse PPI for the reasonable costs PPI incurs in assisting EKR in the exercise of such rights within thirty (30) days of EKR's receipt of invoice.", "probability": 0.016439667815989725 }, { "score": 8.990769386291504, "text": "EKR shall submit such Promotional Materials to PPI at least five (5) business days in advance of its intended use of the same and such Promotional Material shall be deemed to have received PPI's approval unless PPI Provides EKR with written notice of rejection within said five (5) business day period and EKR shall be authorized to finalize and use same.", "probability": 0.013061513231589994 }, { "score": 8.972683906555176, "text": "The Step-in Right Notice shall specify the date which EKR intends to exercise the rights associated with the Step-in Right.", "probability": 0.01282741278897215 }, { "score": 8.80582046508789, "text": "At any time after July 1, 2015, PPI shall have the right, exercisable upon sixty (60) days prior written notice to EKR, to terminate the Lease Term and repurchase the Transferred Equipment from EKR, subject to payment by PPI to EKR within five (5) days of such notice of any principal paid by EKR under the Promissory Note, which if exercised shall result in the termination of the Step-in Right set forth in Section 17.5.", "probability": 0.010856034099359303 }, { "score": 8.718681335449219, "text": "At any time between the Agreement Date and July 1, 2015, EKR shall have the right, exercisable upon sixty (60) days prior written notice to PPI, to terminate the Lease Term and sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR within five (5) days of such notice of $[**] in cash, which if exercised shall result in (i) an offset against the unpaid balance of principal and interest under the Promissory Note pursuant to Section 3.20(f) below; and (ii) the termination of the Step-in Right described in Section 17.5.\n\n\n\n(e) At any time after July 1, 2015, PPI shall have the right, exercisable upon sixty (60) days prior written notice to EKR, to terminate the Lease Term and repurchase the Transferred Equipment from EKR, subject to payment by PPI to EKR within five (5) days of such notice of any principal paid by EKR under the Promissory Note, which if exercised shall result in the termination of the Step-in Right set forth in Section 17.5.", "probability": 0.009950093359094622 }, { "score": 8.717864990234375, "text": "The Step-in Right shall include, without limitation, and to the extent allowable under Applicable Law, PPI's grant to EKR of such additional license rights, rights of access, rights of observation and rights of management, direction and control, in each case solely with respect to the manufacture and supply of Product and as reasonably necessary to enable and permit EKR (or EKR's designee) to ensure that the supply of Product shall continue to be available to EKR under this Agreement and the Supply Agreement; provided that EKR in exercising the Step-in Right shall not (i) unreasonably interfere with PPI's other activities at the facilities at which the Product is manufactured, tested, labeled, stored or", "probability": 0.009941973962559842 }, { "score": 8.608551025390625, "text": "The Step-in Right shall include, without limitation, and to the extent allowable under Applicable Law, PPI's grant to EKR of such additional license rights, rights of access, rights of observation and rights of management, direction and control, in each case solely with respect to the manufacture and supply of Product and as reasonably necessary to enable and permit EKR (or EKR's designee) to ensure that the supply of Product shall continue to be available to EKR under this Agreement and the Supply Agreement; provided that EKR in exercising the Step-in Right shall not (i) unreasonably interfere with PPI's other activities at the facilities at which the Product is manufactured, tested, labeled, stored or\n\n", "probability": 0.008912471820065828 }, { "score": 8.589923858642578, "text": "In the event EKR exercises the Step-in Right, PPI shall, at EKR's cost and expense, cooperate in the exercise of such rights and EKR shall reimburse PPI for the reasonable costs PPI incurs in assisting EKR in the exercise of such rights within thirty (30) days of EKR's receipt of invoice.\n\n\n\n(c) The Step-in Right shall include, without limitation, and to the extent allowable under Applicable Law, PPI's grant to EKR of such additional license rights, rights of access, rights of observation and rights of management, direction and control, in each case solely with respect to the manufacture and supply of Product and as reasonably necessary to enable and permit EKR (or EKR's designee) to ensure that the supply of Product shall continue to be available to EKR under this Agreement and the Supply Agreement; provided that EKR in exercising the Step-in Right shall not (i) unreasonably interfere with PPI's other activities at the facilities at which the Product is manufactured, tested, labeled, stored or", "probability": 0.00874799435167105 }, { "score": 8.497932434082031, "text": "During the Term, in the event EKR has the right to terminate this Agreement under Section 16.1(a) - (i) hereof (the \"Step-in Right Trigger Event\"), and EKR does not exercise its right to terminate this Agreement under such Section, EKR shall have the option to exercise step-in rights to manufacture the Product for the remainder of the Term (the \"Step-in Right\") by providing PPI written notice of such election within ninety (90) days after the Step-in Right Trigger Event (or such longer period as mutually agreed by the Parties) (the \"Step-in Right Notice\"); provided that in the event such Step-in Right Trigger Event has been cured prior to EKR's exercise of the Step-in Right, the Step-in Right shall terminate with respect to such Step-in Right Trigger Event. The Step-in Right Notice shall specify the date which EKR intends to exercise the rights associated with the Step-in Right.\n\n (b) In the event EKR exercises the Step-in Right, PPI shall, at EKR's cost and expense, cooperate in the exercise of such rights and EKR shall reimburse PPI for the reasonable costs PPI incurs in assisting EKR in the exercise of such rights within thirty", "probability": 0.007979159120853072 }, { "score": 8.480609893798828, "text": "In the event EKR exercises the Step-in Right, PPI shall, at EKR's cost and expense, cooperate in the exercise of such rights and EKR shall reimburse PPI for the reasonable costs PPI incurs in assisting EKR in the exercise of such rights within thirty (30) days of EKR's receipt of invoice.\n\n\n\n(c) The Step-in Right shall include, without limitation, and to the extent allowable under Applicable Law, PPI's grant to EKR of such additional license rights, rights of access, rights of observation and rights of management, direction and control, in each case solely with respect to the manufacture and supply of Product and as reasonably necessary to enable and permit EKR (or EKR's designee) to ensure that the supply of Product shall continue to be available to EKR under this Agreement and the Supply Agreement; provided that EKR in exercising the Step-in Right shall not (i) unreasonably interfere with PPI's other activities at the facilities at which the Product is manufactured, tested, labeled, stored or\n\n", "probability": 0.007842130087543366 }, { "score": 8.462292671203613, "text": "Subject to Sections 3.20(d) and (e) and Section 6.3(d) and PPI's right to repurchase the Transferred Equipment thereunder, upon the expiration or earlier termination of the Lease Term, EKR shall remove the Transferred Equipment from PPI's premises (unless EKR at its option elects to retain the Transferred Equipment at PPI's premises in connection with EKR's exercise of step-in rights under Section 17.5", "probability": 0.007699791647324046 }, { "score": 8.32077407836914, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)", "probability": 0.0066837197199352775 }, { "score": 8.107455253601074, "text": "At any time between the Agreement Date and July 1, 2015, EKR shall have the right, exercisable upon sixty (60) days prior written notice to PPI, to terminate the Lease Term and sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR within five (5) days of such notice of $[**] in cash, which if exercised shall result in (i) an offset against the unpaid balance of principal and interest under the Promissory Note pursuant to Section 3.20(f) below; and (ii) the termination of the Step-in Right described in Section 17.5.", "probability": 0.005399767257086943 }, { "score": 8.009407997131348, "text": "Notwithstanding anything to the contrary, in the event EKR exercises it right of termination pursuant to Section 16.3(b) of this Agreement or PPI terminates this Agreement pursuant to Section 16.1(a): (i) EKR will sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR (within five (5) days of the date of termination) of $[**] in cash and cancellation of any remaining obligation of EKR under the Promissory Note, (ii) the Advanced Royalty Payment shall be deemed to have been repaid in full, and EKR shall not have the right to the Royalty Offset between the date of notice of such termination and the termination date of the Agreement and (iii) EKR shall promptly transfer the Marketing Authorizations to PPI or its nominee in accordance with Section 17.1(e) below.", "probability": 0.004895461716459496 }, { "score": 7.729405879974365, "text": "Subject to Sections 3.20(d) and (e) and Section 6.3(d) and PPI's right to repurchase the Transferred Equipment thereunder, upon the expiration or earlier termination of the Lease Term, EKR shall remove the Transferred Equipment from PPI's premises (unless EKR at its option elects to retain the Transferred Equipment at PPI's premises in connection with EKR's exercise of step-in rights under Section 17.5). PPI agrees to cooperate with EKR in the removal of the Transferred Equipment, including providing the necessary access to the Transferred Equipment and the facilities where it is located at times mutually agreed by the Parties, such agreement not to be unreasonably withheld or delayed by either Party.", "probability": 0.003699902538936239 }, { "score": 7.672054290771484, "text": "The Step-in Right Notice shall specify the date which EKR intends to exercise the rights associated with the Step-in Right.\n\n (b) In the event EKR exercises the Step-in Right, PPI shall, at EKR's cost and expense, cooperate in the exercise of such rights and EKR shall reimburse PPI for the reasonable costs PPI incurs in assisting EKR in the exercise of such rights within thirty (30) days of EKR's receipt of invoice.", "probability": 0.00349367744028624 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Change Of Control": [ { "score": 12.682615280151367, "text": "Subject to Section 20.2, neither Party shall, nor shall it purport to, assign, license, transfer or change any of its rights or obligations under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld conditioned or delayed; provided, however, that except as provided in Section 20.4 either Party may assign its rights hereunder to an Affiliate or to any successor by merger, consolidation, sale of stock or other equity interests or the sale of substantially all of the assets of such Party without the consent of the other Party.", "probability": 0.12022596916329326 }, { "text": "", "score": 12.326583862304688, "probability": 0.08421235382775094 }, { "score": 12.231487274169922, "text": "public offering shall not be deemed a Change of Control under this Agreement.", "probability": 0.07657303891462008 }, { "score": 12.211820602416992, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld.", "probability": 0.07508181387396143 }, { "score": 12.094975471496582, "text": "\"Change of Control\" shall mean (a) the sale, lease, exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction.", "probability": 0.06680201466359015 }, { "score": 12.049946784973145, "text": "\"Change of Control\" shall mean (a) the sale, lease, exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction. The issuance by either Party of securities in connection with any financing transaction or\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -63-\n\n\n\npublic offering shall not be deemed a Change of Control under this Agreement.", "probability": 0.06386072583128542 }, { "score": 12.02964973449707, "text": "Notwithstanding the foregoing, for the purposes of Section 6.3(b)(iii): (i) references to a \"Party\" in the above definition of Change of Control shall be deemed to include PPI as well as any Affiliate of PPI and (ii) a Change of Control shall also include (in addition to any of the transactions described above in the definition of Change of Control), any sale of securities of PPI or its Affiliates directly by the holder (the \"Holder\") of such securities (other than to an Affiliate of such Holder) in which such sale results in a transfer of more than 50% of the outstanding voting stock of PPI or its Affiliates.", "probability": 0.06257760726703647 }, { "score": 11.907686233520508, "text": "public offering shall not be deemed a Change of Control under this Agreement. Notwithstanding the foregoing, for the purposes of Section 6.3(b)(iii): (i) references to a \"Party\" in the above definition of Change of Control shall be deemed to include PPI as well as any Affiliate of PPI and (ii) a Change of Control shall also include (in addition to any of the transactions described above in the definition of Change of Control), any sale of securities of PPI or its Affiliates directly by the holder (the \"Holder\") of such securities (other than to an Affiliate of such Holder) in which such sale results in a transfer of more than 50% of the outstanding voting stock of PPI or its Affiliates.", "probability": 0.05539248871206334 }, { "score": 11.782544136047363, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld. \"Change of Control\" shall mean (a) the sale, lease, exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction.", "probability": 0.04887675395813955 }, { "score": 11.737515449523926, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld. \"Change of Control\" shall mean (a) the sale, lease, exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction. The issuance by either Party of securities in connection with any financing transaction or\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -63-\n\n\n\npublic offering shall not be deemed a Change of Control under this Agreement.", "probability": 0.046724713315348325 }, { "score": 11.687564849853516, "text": "\"Change of Control\" shall mean (a) the sale, lease, exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction. The issuance by either Party of securities in connection with any financing transaction or", "probability": 0.04444811785435675 }, { "score": 11.55681324005127, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld.", "probability": 0.039000365125459006 }, { "score": 11.519542694091797, "text": "public offering shall not be deemed a Change of Control under this Agreement.", "probability": 0.03757355439275599 }, { "score": 11.375133514404297, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld. \"Change of Control\" shall mean (a) the sale, lease, exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction. The issuance by either Party of securities in connection with any financing transaction or", "probability": 0.03252117067442093 }, { "score": 11.358772277832031, "text": "The issuance by either Party of securities in connection with any financing transaction or\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -63-\n\n\n\npublic offering shall not be deemed a Change of Control under this Agreement. Notwithstanding the foregoing, for the purposes of Section 6.3(b)(iii): (i) references to a \"Party\" in the above definition of Change of Control shall be deemed to include PPI as well as any Affiliate of PPI and (ii) a Change of Control shall also include (in addition to any of the transactions described above in the definition of Change of Control), any sale of securities of PPI or its Affiliates directly by the holder (the \"Holder\") of such securities (other than to an Affiliate of such Holder) in which such sale results in a transfer of more than 50% of the outstanding voting stock of PPI or its Affiliates.", "probability": 0.03199341326224507 }, { "score": 11.280767440795898, "text": "The issuance by either Party of securities in connection with any financing transaction or\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -63-\n\n\n\npublic offering shall not be deemed a Change of Control under this Agreement.", "probability": 0.029592626010335507 }, { "score": 11.087636947631836, "text": "\"Change of Control\" shall mean (a) the sale, lease, exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction. The issuance by either Party of securities in connection with any financing transaction or\n\n", "probability": 0.024395403071909127 }, { "score": 10.97062873840332, "text": "The issuance by either Party of securities in connection with any financing transaction or\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -63-\n\n\n\npublic offering shall not be deemed a Change of Control under this Agreement.", "probability": 0.02170161119980681 }, { "score": 10.918386459350586, "text": "The issuance by either Party of securities in connection with any financing transaction or", "probability": 0.020596975148788138 }, { "score": 10.775205612182617, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld. \"Change of Control\" shall mean (a) the sale, lease, exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction. The issuance by either Party of securities in connection with any financing transaction or\n\n", "probability": 0.017849283732833794 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Anti-Assignment": [ { "score": 12.321868896484375, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld.", "probability": 0.27713183161480803 }, { "text": "", "score": 12.244585037231445, "probability": 0.2565207248865127 }, { "score": 12.000030517578125, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld.", "probability": 0.20086939896267256 }, { "score": 11.74038314819336, "text": "Subject to Section 20.2, neither Party shall, nor shall it purport to, assign, license, transfer or change any of its rights or obligations under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld conditioned or delayed; provided, however, that except as provided in Section 20.4 either Party may assign its rights hereunder to an Affiliate or to any successor by merger, consolidation, sale of stock or other equity interests or the sale of substantially all of the assets of such Party without the consent of the other Party.", "probability": 0.15493529390574748 }, { "score": 10.54977035522461, "text": "Notwithstanding any such sub-distribution agreement, EKR shall remain primarily liable to PPI for its obligations hereunder, and for any act or omission of any sub-distributor. 20.4 Change of Control. Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld.", "probability": 0.047105736050445934 }, { "score": 8.927995681762695, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld. \"Change of Control\" shall mean (a) the sale, lease, exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction. The issuance by either Party of securities in connection with any financing transaction or\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -63-\n\n\n\npublic offering shall not be deemed a Change of Control under this Agreement.", "probability": 0.009305634758145706 }, { "score": 8.92009449005127, "text": "EKR may appoint sub-distributors under this Agreement provided that EKR:", "probability": 0.009232398860361589 }, { "score": 8.87639045715332, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory.", "probability": 0.008837595877000318 }, { "score": 8.56849479675293, "text": "EKR may appoint sub-distributors under this Agreement provided that EKR:\n\n (a) informs PPI of the identity of any Third Party sub-distributor (other than Affiliate companies) prior to the execution of any sub-distribution agreement;", "probability": 0.0064955622933936955 }, { "score": 8.495409965515137, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld", "probability": 0.006037767886374186 }, { "score": 8.396713256835938, "text": "Subject to Section 20.2, neither Party shall, nor shall it purport to, assign, license, transfer or change any of its rights or obligations under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld conditioned or delayed; provided, however, that except as provided in Section 20.4 either Party may assign its rights hereunder to an Affiliate or to any successor by merger, consolidation, sale of stock or other equity interests or the sale of substantially all of the assets of such Party without the consent of the other Party", "probability": 0.005470323085765951 }, { "score": 8.183783531188965, "text": "Notwithstanding any such sub-distribution agreement, EKR shall remain primarily liable to PPI for its obligations hereunder, and for any act or omission of any sub-distributor.", "probability": 0.004421185859377949 }, { "score": 7.504589080810547, "text": "Further, this Note may not be transferred by either party except to a permitted transferee under the Agreement.", "probability": 0.002241652918306935 }, { "score": 7.365111351013184, "text": "assigned to EKR all of PPI's right, title and interest under that certain Commercial Outsourcing Services Agreement between PPI (f/k/a SkyePharma, Inc.) and Integrated Commercialization Solutions, Inc. (\"ICS\") dated April 3, 2007 (the \"ICS Agreement\"), and EKR has assumed all obligations and liabilities under the ICS Agreement arising after the Effective Date.", "probability": 0.0019498174911362698 }, { "score": 7.3106513023376465, "text": "Any sub- distribution agreement shall provide that such agreement is subject and subordinate to the rights of PPI under this Agreement; and\n\n (d) provides PPI with a copy of written sub-distribution agreement as soon as reasonably practicable after the execution thereof by EKR. 20.3 Responsibility of EKR. Notwithstanding any such sub-distribution agreement, EKR shall remain primarily liable to PPI for its obligations hereunder, and for any act or omission of any sub-distributor. 20.4 Change of Control. Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld.", "probability": 0.0018464700314010794 }, { "score": 7.2747416496276855, "text": "Subject to Section 20.2, neither Party shall, nor shall it purport to, assign, license, transfer or change any of its rights or obligations under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld conditioned or delayed;", "probability": 0.001781340324999535 }, { "score": 7.212780475616455, "text": "Subject to Section 20.2, neither Party shall, nor shall it purport to, assign, license, transfer or change any of its rights or obligations under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld conditioned or delayed; provided, however, that except as provided in Section 20.4 either Party may assign its rights hereunder to an Affiliate or to any successor by merger, consolidation, sale of stock or other equity interests or the sale of substantially all of the assets of such Party", "probability": 0.0016743162927415544 }, { "score": 7.196498394012451, "text": "Further, this Note may not be transferred by either party except to a permitted transferee under the Agreement.", "probability": 0.0016472756743931255 }, { "score": 7.009475231170654, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld. \"Change of Control\" shall mean (a) the sale, lease, exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction. The issuance by either Party of securities in connection with any financing transaction or", "probability": 0.0013662908426802605 }, { "score": 6.819046497344971, "text": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld", "probability": 0.001129382383735332 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Revenue/Profit Sharing": [ { "score": 12.508187294006348, "text": "As further consideration for the license and grant of Distribution Rights and other rights under this Agreement, EKR shall pay to PPI a royalty (\"Royalty\") equal to (a) $[**] for each [**] mg Vial of Product sold during the Term and $[**] for each [**] mg Vial of Product sold during the Term (the \"Minimum Royalty\") plus (b) an additional [**]% of any post Effective Date incremental price increase implemented by EKR over the Current Base Price of $[**] for the [**] mg Vial and $[**] for the [**] mg Vial (the \"Additional Royalty\"); provided, however, that Additional Royalty shall not be payable to the extent that the sum of (i) the Minimum Royalty and Additional Royalty payable hereunder and (ii) the Supply Price (as defined in the Supply Agreement) shall at any time during the Term exceed [**] percent ([**]%) of the net average selling price of the Product (the \"Royalty Cap\"); provided, however, that the Royalty Cap shall be [**] percent ([**]%) of the net average selling price of the Product during certain periods as described in Section 6.3(e) above.", "probability": 0.36415720209436325 }, { "text": "", "score": 12.186670303344727, "probability": 0.2640315642704926 }, { "score": 10.958799362182617, "text": "As further consideration for the license and grant of Distribution Rights and other rights under this Agreement, EKR shall pay to PPI a royalty (\"Royalty\") equal to (a) $[**] for each [**] mg Vial of Product sold during the Term and $[**] for each [**] mg Vial of Product sold during the Term (the \"Minimum Royalty\") plus (b) an additional [**]% of any post Effective Date incremental price increase implemented by EKR over the Current Base Price of $[**] for the [**] mg Vial and $[**] for the [**] mg Vial (the \"Additional Royalty\"); provided, however, that Additional Royalty shall not be payable to the extent that the sum of (i) the Minimum Royalty and Additional Royalty payable hereunder and (ii) the Supply Price (as defined in the Supply Agreement) shall at any time during the Term exceed [**] percent ([**]%) of the net average selling price of the Product (the \"Royalty Cap\"); provided, however, that the Royalty Cap shall be [**] percent ([**]%) of the net average selling price of the Product during certain periods as described in Section 6.3(e) above", "probability": 0.07733895052565538 }, { "score": 10.415122032165527, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.04490370852059295 }, { "score": 10.37761116027832, "text": "However, EKR did note that in addition to royalty payments on net sales, it has agreed to an upfront payment amounting to somewhat more than [**] times DepoDur's 2006 U.S. sales.", "probability": 0.0432505311645455 }, { "score": 10.164228439331055, "text": "As further consideration for the license and grant of Distribution Rights and other rights under this Agreement, EKR shall pay to PPI a royalty (\"Royalty\") equal to (a) $[**] for each [**] mg Vial of Product sold during the Term and $[**] for each [**] mg Vial of Product sold during the Term (the \"Minimum Royalty\") plus (b) an additional [**]% of any post Effective Date incremental price increase implemented by EKR over the Current Base Price of $[**] for the [**] mg Vial and $[**] for the [**] mg Vial (the \"Additional Royalty\");", "probability": 0.03493980744306227 }, { "score": 10.06626033782959, "text": "(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments;", "probability": 0.03167914861678442 }, { "score": 10.060168266296387, "text": "(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments; and\n\n (iii) upon any Change of Control (as defined in Section 20.4) of PPI, by repayment to EKR in full of the balance of the Advanced Royalty Payment not previously used for offsets, which payment shall be made to EKR by PPI within ten (10) days after the closing date (without any conditions) of any such Change of Control.", "probability": 0.03148674364479185 }, { "score": 9.460789680480957, "text": "However, EKR did note that in addition to royalty payments on net sales, it has agreed to an upfront payment amounting to somewhat more than [**] times DepoDur's 2006 U.S. sales", "probability": 0.017291032850227345 }, { "score": 9.40991497039795, "text": "However, EKR did note that in addition to royalty payments on net sales, it has agreed to an upfront payment amounting to somewhat more than [**] times DepoDur's 2006 U.S. sales.", "probability": 0.016433358514194255 }, { "score": 9.154709815979004, "text": "However, EKR did note that in addition to royalty payments on net sales, it has agreed to an upfront payment amounting to somewhat more than [**] times DepoDur's 2006 U.S. sales. EKR has also agreed to certain milestone payments with the sum of upfront and milestone payments potentially worth up to $20 million.", "probability": 0.012731868362552419 }, { "score": 9.031637191772461, "text": "(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments; and", "probability": 0.011257510952023977 }, { "score": 8.841424942016602, "text": "EKR will pay PPI [**] Dollars ($[**]) for the Transferred Equipment (the \"Equipment Purchase Price\") as follows:", "probability": 0.009307525777503075 }, { "score": 8.594648361206055, "text": "by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments;", "probability": 0.0072721116887146855 }, { "score": 8.588556289672852, "text": "by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments; and\n\n (iii) upon any Change of Control (as defined in Section 20.4) of PPI, by repayment to EKR in full of the balance of the Advanced Royalty Payment not previously used for offsets, which payment shall be made to EKR by PPI within ten (10) days after the closing date (without any conditions) of any such Change of Control.", "probability": 0.007227944136653243 }, { "score": 8.537724494934082, "text": "EKR will pay PPI [**] Dollars ($[**]) for the Transferred Equipment (the \"Equipment Purchase Price\") as follows:\n\n (i) within five (5) days after the Agreement Date, EKR will pay PPI [**] Dollars ($[**]) of the Equipment Purchase Price in cash;", "probability": 0.006869716570154724 }, { "score": 8.301647186279297, "text": "Parties shall share equally the responsibility for any and all sales, transfer and conveyance taxes occasioned by the sale of the Transferred Equipment by PPI to EKR.", "probability": 0.005425149955246623 }, { "score": 8.267461776733398, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.\n\n (f) For the avoidance of doubt, the Royalty Offset described in clause (i) of Section 6.3(b) shall not be applied against any Additional Royalty due PPI pursuant to Section 6.4.", "probability": 0.005242823195537871 }, { "score": 8.241250991821289, "text": "EKR has also agreed to certain milestone payments with the sum of upfront and milestone payments potentially worth up to $20 million.", "probability": 0.0051071899759721 }, { "score": 8.008358001708984, "text": "As further consideration for the license and grant of Distribution Rights and other rights under this Agreement, EKR shall pay to PPI a royalty (\"Royalty\") equal to (a) $[**] for each [**] mg Vial of Product sold during the Term and $[**] for each [**] mg Vial of Product sold during the Term (the \"Minimum Royalty\")", "probability": 0.004046111740931432 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Price Restrictions": [ { "score": 13.382638931274414, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.3306284924829169 }, { "score": 12.792953491210938, "text": "Pursuant to Section 4.1 above, EKR shall at its own cost and expense launch and achieve Commercial Launch of the Products in accordance with the Marketing Plan but no later than 18 months following receipt of Marketing Authorization in each country in the Territory provided however that EKR shall not be obligated to launch such Product in such country of the Territory where the approved pricing in such country provides EKR a gross margin of less than [**]% (after payment of Royalties, Additional Royalties and Cost of Goods) or where the launch of the Product in such country of the Territory as determined by EKR is not commercially reasonable.", "probability": 0.18333405497329988 }, { "score": 12.172975540161133, "text": "As further consideration for the license and grant of Distribution Rights and other rights under this Agreement, EKR shall pay to PPI a royalty (\"Royalty\") equal to (a) $[**] for each [**] mg Vial of Product sold during the Term and $[**] for each [**] mg Vial of Product sold during the Term (the \"Minimum Royalty\") plus (b) an additional [**]% of any post Effective Date incremental price increase implemented by EKR over the Current Base Price of $[**] for the [**] mg Vial and $[**] for the [**] mg Vial (the \"Additional Royalty\"); provided, however, that Additional Royalty shall not be payable to the extent that the sum of (i) the Minimum Royalty and Additional Royalty payable hereunder and (ii) the Supply Price (as defined in the Supply Agreement) shall at any time during the Term exceed [**] percent ([**]%) of the net average selling price of the Product (the \"Royalty Cap\"); provided, however, that the Royalty Cap shall be [**] percent ([**]%) of the net average selling price of the Product during certain periods as described in Section 6.3(e) above.", "probability": 0.09862570966394972 }, { "text": "", "score": 12.133441925048828, "probability": 0.09480274453248778 }, { "score": 11.50399112701416, "text": "(e) Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.050518901913740165 }, { "score": 11.298110008239746, "text": "Notwithstanding Section 6.3(b), effective July 1, 2013, the balance of the Advanced Royalty Payment that is available for subsequent offsets and/or repayments under Section 6.3(b) above shall be reduced to the lesser of (x) $[**] or (y) the actual amount of such balance as calculated based upon any payments and offsets deducted to date from the beginning Advanced Royalty Payment balance of $[**], as outlined in clauses (i) and (ii) of Section 6.3(b) above.", "probability": 0.04111884132259584 }, { "score": 11.22681999206543, "text": "\"Current Base Price\" Means the Product's current (as of the Effective Date) net average selling price of $[**] ([**] mg) and $[**] ([**] mg);", "probability": 0.038289527547733654 }, { "score": 11.1464262008667, "text": "As further consideration for the license and grant of Distribution Rights and other rights under this Agreement, EKR shall pay to PPI a royalty (\"Royalty\") equal to (a) $[**] for each [**] mg Vial of Product sold during the Term and $[**] for each [**] mg Vial of Product sold during the Term (the \"Minimum Royalty\") plus (b) an additional [**]% of any post Effective Date incremental price increase implemented by EKR over the Current Base Price of $[**] for the [**] mg Vial and $[**] for the [**] mg Vial (the \"Additional Royalty\"); provided, however, that Additional Royalty shall not be payable to the extent that the sum of (i) the Minimum Royalty and Additional Royalty payable hereunder and (ii) the Supply Price (as defined in the Supply Agreement) shall at any time during the Term exceed [**] percent ([**]%) of the net average selling price of the Product (the \"Royalty Cap\"); provided, however, that the Royalty Cap shall be [**] percent ([**]%) of the net average selling price of the Product during certain periods as described in Section 6.3(e) above", "probability": 0.03533177269377671 }, { "score": 10.948502540588379, "text": "appraiser; provided that (i) in the event there are any amounts owed to PPI under the Promissory Note as of the date of such loss, PPI shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, the amounts owed to EKR pursuant to this Section 3.20(k), and (ii) in no event shall PPI be required to pay EKR an amount that exceeds [**] Dollars ($[**]) plus the amounts paid by EKR pursuant to the Promissory Note.", "probability": 0.02898733397643746 }, { "score": 10.512577056884766, "text": "days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.018745120741706568 }, { "score": 10.099865913391113, "text": "EKR has also agreed to certain milestone payments with the sum of upfront and milestone payments potentially worth up to $20 million.", "probability": 0.012406522569068056 }, { "score": 9.97496223449707, "text": "(c) provide PPI on reasonable prior notice but not more than once in any Calendar Year, copies of its up-to-date price list for the Product together with full details of standard discounts and any special pricing arrangements entered into or proposed to be entered into;", "probability": 0.010949772382441266 }, { "score": 9.929486274719238, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)", "probability": 0.010462973684312128 }, { "score": 9.903055191040039, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.\n\n (f) For the avoidance of doubt, the Royalty Offset described in clause (i) of Section 6.3(b) shall not be applied against any Additional Royalty due PPI pursuant to Section 6.4.", "probability": 0.010190048691636602 }, { "score": 9.676870346069336, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product.", "probability": 0.008127283871770261 }, { "score": 9.524004936218262, "text": "However, EKR did note that in addition to royalty payments on net sales, it has agreed to an upfront payment amounting to somewhat more than [**] times DepoDur's 2006 U.S. sales.", "probability": 0.0069752025783449 }, { "score": 9.41444206237793, "text": "provided that (i) in the event there are any amounts owed to PPI under the Promissory Note as of the date of such loss, PPI shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, the amounts owed to EKR pursuant to this Section 3.20(k), and (ii) in no event shall PPI be required to pay EKR an amount that exceeds [**] Dollars ($[**]) plus the amounts paid by EKR pursuant to the Promissory Note.", "probability": 0.006251356604629671 }, { "score": 9.217437744140625, "text": "In the event that Maker elects to reduce the Payment installments, Maker agrees to provide to Payee written notice of its election to do so at least thirty (30) days prior to making any prepayment and to execute and deliver to Payee an amendment to this Note setting forth a revised payment schedule.", "probability": 0.005133533321356151 }, { "score": 9.100899696350098, "text": "provide PPI on reasonable prior notice but not more than once in any Calendar Year, copies of its up-to-date price list for the Product together with full details of standard discounts and any special pricing arrangements entered into or proposed to be entered into;", "probability": 0.0045688253228237455 }, { "score": 9.097206115722656, "text": "However, EKR did note that in addition to royalty payments on net sales, it has agreed to an upfront payment amounting to somewhat more than [**] times DepoDur's 2006 U.S. sales. EKR has also agreed to certain milestone payments with the sum of upfront and milestone payments potentially worth up to $20 million.", "probability": 0.004551981124972431 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Minimum Commitment": [ { "score": 12.324125289916992, "text": "The Committee shall meet as often as the Committee Members may determine, but in any event not less than 2 times per Calendar Year.", "probability": 0.2286127790528537 }, { "text": "", "score": 12.286847114562988, "probability": 0.22024740348729713 }, { "score": 11.635108947753906, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.11477954734570946 }, { "score": 11.378498077392578, "text": "EKR shall pay to PPI, any Minimum Royalties and Additional Royalties due within forty-five (45) days of the end of each Quarter as the case may be subject to reconciliation at the end of each Calendar Year as set forth in Section 6.9.", "probability": 0.0888014020426831 }, { "score": 11.362903594970703, "text": "The Committee shall meet as often as the Committee Members may determine, but in any event not less than 2 times per Calendar Year.", "probability": 0.08742733194182799 }, { "score": 11.131095886230469, "text": "EKR shall pay to PPI, any Minimum Royalties and Additional Royalties due within forty-five (45) days of the end of each Quarter as the case may be subject to reconciliation at the end of each Calendar Year as set forth in Section 6.9.", "probability": 0.0693384958391888 }, { "score": 10.726434707641602, "text": "Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence.", "probability": 0.04626284101043391 }, { "score": 10.41296100616455, "text": "Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence. Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement.", "probability": 0.033813677060922774 }, { "score": 10.23397159576416, "text": "Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement.", "probability": 0.028272114259728656 }, { "score": 9.724238395690918, "text": "Pursuant to Section 4.1 above, EKR shall at its own cost and expense launch and achieve Commercial Launch of the Products in accordance with the Marketing Plan but no later than 18 months following receipt of Marketing Authorization in each country in the Territory provided however that EKR shall not be obligated to launch such Product in such country of the Territory where the approved pricing in such country provides EKR a gross margin of less than [**]% (after payment of Royalties, Additional Royalties and Cost of Goods) or where the launch of the Product in such country of the Territory as determined by EKR is not commercially reasonable.", "probability": 0.01698180975789435 }, { "score": 9.713223457336426, "text": "The Committee shall meet as often as the Committee Members may determine, but in any event not less than 2 times per Calendar Year", "probability": 0.016795782590024923 }, { "score": 9.621650695800781, "text": "days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.015326066277467512 }, { "score": 8.896302223205566, "text": "appraiser; provided that (i) in the event there are any amounts owed to PPI under the Promissory Note as of the date of such loss, PPI shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, the amounts owed to EKR pursuant to this Section 3.20(k), and (ii) in no event shall PPI be required to pay EKR an amount that exceeds [**] Dollars ($[**]) plus the amounts paid by EKR pursuant to the Promissory Note.", "probability": 0.007420204255200212 }, { "score": 8.748533248901367, "text": "The Committee shall meet as often as the Committee Members may determine,", "probability": 0.0064008936290105315 }, { "score": 8.3316650390625, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.004218878777932427 }, { "score": 8.264052391052246, "text": "EKR has also agreed to certain milestone payments with the sum of upfront and milestone payments potentially worth up to $20 million.", "probability": 0.003943058740911824 }, { "score": 8.107604026794434, "text": "days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.0033720079171438867 }, { "score": 7.9295830726623535, "text": "The Committee shall meet as often as the Committee Members may determine, but in any event not less than 2 times per Calendar Year", "probability": 0.0028221173425586102 }, { "score": 7.893422603607178, "text": "Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence", "probability": 0.0027218912871997433 }, { "score": 7.784789085388184, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -55-\n\n days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.002441697384010594 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Volume Restriction": [ { "score": 13.642605781555176, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.5268720867600081 }, { "score": 12.396509170532227, "text": "(e) Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.151541753620954 }, { "text": "", "score": 12.174415588378906, "probability": 0.12136076108045679 }, { "score": 11.023822784423828, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product.", "probability": 0.03840450622539299 }, { "score": 10.833125114440918, "text": "Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence.", "probability": 0.03173680766397544 }, { "score": 10.4819974899292, "text": "appraiser; provided that (i) in the event there are any amounts owed to PPI under the Promissory Note as of the date of such loss, PPI shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, the amounts owed to EKR pursuant to this Section 3.20(k), and (ii) in no event shall PPI be required to pay EKR an amount that exceeds [**] Dollars ($[**]) plus the amounts paid by EKR pursuant to the Promissory Note.", "probability": 0.022339345764644393 }, { "score": 10.44601821899414, "text": "30 days after the appointment of the expert pursuant to paragraph 1.4.1 both Parties shall exchange simultaneously statements of case in no more than 10,000 words, in total, and each side shall simultaneously send a copy of its statement of case to the expert.", "probability": 0.021549879758854633 }, { "score": 10.154114723205566, "text": "Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence.", "probability": 0.016094325253147423 }, { "score": 10.024206161499023, "text": "30 days after the appointment of the expert pursuant to paragraph 1.4.1 both Parties shall exchange simultaneously statements of case in no more than 10,000 words, in total, and each side shall simultaneously send a copy of its statement of case to the expert.\n\n 1.4.3 Each Party may, within 30 days of the date of exchange of statement of case pursuant to paragraph 1.4.2, serve a reply to the other side's statement of case in no more than 10,000 words.", "probability": 0.014133645765903684 }, { "score": 9.910500526428223, "text": "provide PPI on reasonable prior notice but not more than once in any Calendar Year, copies of its up-to-date price list for the Product together with full details of standard discounts and any special pricing arrangements entered into or proposed to be entered into;", "probability": 0.012614570620961859 }, { "score": 9.383895874023438, "text": "Each Party may, within 30 days of the date of exchange of statement of case pursuant to paragraph 1.4.2, serve a reply to the other side's statement of case in no more than 10,000 words.", "probability": 0.007450252257817593 }, { "score": 9.205673217773438, "text": "(c) provide PPI on reasonable prior notice but not more than once in any Calendar Year, copies of its up-to-date price list for the Product together with full details of standard discounts and any special pricing arrangements entered into or proposed to be entered into;", "probability": 0.006234043976865953 }, { "score": 8.985509872436523, "text": "A single injection of DepoDur into the lumbar epidural space may provide pain relief for up to 48 hours following major surgery without the restrictions and potential complications associated with an indwelling epidural catheter.", "probability": 0.005002120338991467 }, { "score": 8.807531356811523, "text": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records\n\n\n\n\n\n\n\n\n\n\n\n\n\n -38-\n\n\n\nand books referred to in Section 7.2.", "probability": 0.004186576664114785 }, { "score": 8.771352767944336, "text": "If, upon the expiration or earlier termination of the Lease Term (except as provided in Section 3.20(e) above), the aggregate amount of repayments and Royalty Offsets (as defined below) earned by EKR pursuant to Section 6.3 below have not equaled or exceeded the Advanced Royalty Payment (as defined below), then EKR shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, by an amount equal to the\n\n\n\n\n\n\n\n\n\n\n\n\n\n -22-\n\n then-current balance of the Advanced Royalty Payment that has not yet been recouped by EKR through repayments and Royalty Offsets pursuant to Section 6.3 below (the \"Remaining Balance\"), in which event PPI's obligations under Section 6.3 below with respect to repayment of the Advanced Royalty Payment shall be deemed to have been paid in full.", "probability": 0.004037819367979541 }, { "score": 8.685873031616211, "text": "In connection with the promotion, marketing and sale of the Product, EKR shall, without limitation:\n\n (a) observe and comply with such storage, stock control and operational practices and procedures as may be legally required in the Territory and as reasonably specified in writing by PPI from time to time;\n\n (b) from time to time consult with PPI's representatives for the purpose of assessing the state of the market in each country of the Territory and permit representatives of PPI, on reasonable prior notice, to inspect any premises or documents used in connection with the marketing, distribution and sale of the Products;\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -28-\n\n (c) provide PPI on reasonable prior notice but not more than once in any Calendar Year, copies of its up-to-date price list for the Product together with full details of standard discounts and any special pricing arrangements entered into or proposed to be entered into;", "probability": 0.0037070078786887923 }, { "score": 8.639810562133789, "text": "If, upon the expiration or earlier termination of the Lease Term (except as provided in Section 3.20(e) above), the aggregate amount of repayments and Royalty Offsets (as defined below) earned by EKR pursuant to Section 6.3 below have not equaled or exceeded the Advanced Royalty Payment (as defined below), then EKR shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, by an amount equal to the", "probability": 0.0035401269215151842 }, { "score": 8.52428913116455, "text": "EKR has also agreed to certain milestone payments with the sum of upfront and milestone payments potentially worth up to $20 million.", "probability": 0.0031539043107576513 }, { "score": 8.516315460205078, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product", "probability": 0.003128856111308651 }, { "score": 8.444354057312012, "text": "However, EKR did note that in addition to royalty payments on net sales, it has agreed to an upfront payment amounting to somewhat more than [**] times DepoDur's 2006 U.S. sales.", "probability": 0.0029116096576609725 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Ip Ownership Assignment": [ { "text": "", "score": 12.337919235229492, "probability": 0.2590833335223785 }, { "score": 11.779966354370117, "text": "Effective as of the Agreement Date, PPI hereby sells, transfers, conveys and assigns to EKR all right, title and interest in and to [**] (the \"Transferred NDA\").", "probability": 0.14829401339771645 }, { "score": 11.67963981628418, "text": "In accordance with the terms of the Agreement, Seller hereby sells, transfers, conveys and assigns to Purchaser all right, title and interest in and to the Transferred Equipment.", "probability": 0.13413816382155266 }, { "score": 11.064652442932129, "text": "In consideration of and subject to EKR's payment of the Equipment Purchase Price (as defined below), effective as of the Agreement Date, PPI hereby sells, transfers, conveys and assigns to EKR all right, title and interest in and to the equipment described on Schedule XII (the \"Transferred Equipment\").", "probability": 0.07252149268120774 }, { "score": 11.021090507507324, "text": "Promptly after the Agreement Date, PPI shall provide EKR with copies of all agreements relating to the Required Studies and shall assign such agreements to EKR if and to the extent (i) such agreements are assignable in accordance with their terms and (ii) requested by EKR.", "probability": 0.0694301376460191 }, { "score": 11.011966705322266, "text": "Promptly after the Agreement Date, PPI shall provide EKR with copies of all agreements relating to the Required Studies and shall assign such agreements to EKR if and to the extent (i) such agreements are assignable in accordance with their terms and (ii) requested by EKR.", "probability": 0.06879955184884781 }, { "score": 10.884323120117188, "text": "In accordance with the terms of the Agreement, Seller hereby sells, transfers, conveys and assigns to Purchaser all right, title and interest in and to the Transferred Equipment.", "probability": 0.060555097064601944 }, { "score": 10.801309585571289, "text": "assigned to EKR all of PPI's right, title and interest under that certain Commercial Outsourcing Services Agreement between PPI (f/k/a SkyePharma, Inc.) and Integrated Commercialization Solutions, Inc. (\"ICS\") dated April 3, 2007 (the \"ICS Agreement\"), and EKR has assumed all obligations and liabilities under the ICS Agreement arising after the Effective Date.", "probability": 0.05573119875186036 }, { "score": 9.949339866638184, "text": "The Parties acknowledge that effective upon the termination or expiration of the Transition Services and Inventory Agreement, PPI has\n\n\n\n\n\n\n\n\n\n\n\n -19-\n\n\n\nassigned to EKR all of PPI's right, title and interest under that certain Commercial Outsourcing Services Agreement between PPI (f/k/a SkyePharma, Inc.) and Integrated Commercialization Solutions, Inc. (\"ICS\") dated April 3, 2007 (the \"ICS Agreement\"), and EKR has assumed all obligations and liabilities under the ICS Agreement arising after the Effective Date.", "probability": 0.02377347331308828 }, { "score": 9.818761825561523, "text": "Effective , 2009, pursuant to 21 CFR 314.72, DepoDur NDA [**] is hereby transferred from Pacira Pharmaceuticals, Inc. to EKR Therapeutics, Inc.,", "probability": 0.02086331495407905 }, { "score": 9.639142036437988, "text": "Upon any termination or expiration of this Agreement, EKR shall promptly transfer the Domain Names back to PPI. 2.5 Condition of Appointment. The acceptance of forecasts and orders for the Products (as provided in the Supply Agreement), and PPI's obligation to supply the Product to EKR shall at all times be conditioned by the Marketing Authorization for the Product being in force in the country of Territory to which such acceptance and order relates.\n\n3. Undertakings of PPI 3.1 Manufacturing Activities. Subject to Section 17.5, PPI shall manufacture and supply, or procure the manufacture and supply of, the Product in accordance with the terms and conditions of the Supply Agreement. 3.2 Transfer of Transferred NDA. Effective as of the Agreement Date, PPI hereby sells, transfers, conveys and assigns to EKR all right, title and interest in and to [**] (the \"Transferred NDA\").", "probability": 0.017433132499110736 }, { "score": 9.36900520324707, "text": "Territory in connection with the Transferred NDA (including, but not limited to, any periodic and annual report submissions, and all adverse event reports and data) and (ii) on the Agreement Date, EKR shall receive sole ownership of, and good and valid title to, the Transferred NDA, free and clear of any liens and encumbrances.", "probability": 0.013306275007235524 }, { "score": 9.02676010131836, "text": "PPI represents, warrants and covenants that: (i) prior to the Agreement Date, it has provided EKR with complete, up- to-date copies of the Transferred NDA and all material correspondence with Regulatory Authorities in the", "probability": 0.009449772121512975 }, { "score": 8.876547813415527, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.008131767781210053 }, { "score": 8.837318420410156, "text": "PPI represents, warrants and covenants that: (i) prior to the Agreement Date, it has provided EKR with complete, up- to-date copies of the Transferred NDA and all material correspondence with Regulatory Authorities in the\n\n\n\n\n\n\n\n\n\n -15-\n\n\n\nTerritory in connection with the Transferred NDA (including, but not limited to, any periodic and annual report submissions, and all adverse event reports and data) and (ii) on the Agreement Date, EKR shall receive sole ownership of, and good and valid title to, the Transferred NDA, free and clear of any liens and encumbrances.", "probability": 0.007818939614398852 }, { "score": 8.788057327270508, "text": "EKR shall return to PPI all PPI IP in its possession; (d) EKR shall assign to PPI free of charge any domain name registrations it has registered pursuant to Section 8.5;", "probability": 0.007443103158191525 }, { "score": 8.596197128295898, "text": "PPI has provided EKR with reasonable assistance as was necessary to effectuate the transfer of the Domain Names. Upon any termination or expiration of this Agreement, EKR shall promptly transfer the Domain Names back to PPI. 2.5 Condition of Appointment. The acceptance of forecasts and orders for the Products (as provided in the Supply Agreement), and PPI's obligation to supply the Product to EKR shall at all times be conditioned by the Marketing Authorization for the Product being in force in the country of Territory to which such acceptance and order relates.\n\n3. Undertakings of PPI 3.1 Manufacturing Activities. Subject to Section 17.5, PPI shall manufacture and supply, or procure the manufacture and supply of, the Product in accordance with the terms and conditions of the Supply Agreement. 3.2 Transfer of Transferred NDA. Effective as of the Agreement Date, PPI hereby sells, transfers, conveys and assigns to EKR all right, title and interest in and to [**] (the \"Transferred NDA\").", "probability": 0.0061437029952915645 }, { "score": 8.578227996826172, "text": "EKR shall return to PPI all PPI IP in its possession;", "probability": 0.006034291943206969 }, { "score": 8.533918380737305, "text": "assigned to EKR all of PPI's right, title and interest under that certain Commercial Outsourcing Services Agreement between PPI (f/k/a SkyePharma, Inc.) and Integrated Commercialization Solutions, Inc. (\"ICS\") dated April 3, 2007 (the \"ICS Agreement\"), and EKR has assumed all obligations and liabilities under the ICS Agreement arising after the Effective Date. The Parties further acknowledge that as of the Effective Date, the Parties have entered into an Assignment and Assumption Agreement to further evidence the foregoing assignment and assumption of the ICS Agreement.", "probability": 0.005772751941998662 }, { "score": 8.444029808044434, "text": "In accordance with the terms of the Agreement, Seller hereby sells, transfers, conveys and assigns to Purchaser all right, title and interest in and to the Transferred Equipment", "probability": 0.005276485936491302 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Joint Ip Ownership": [ { "score": 13.212764739990234, "text": "Joint Improvements shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder.", "probability": 0.5904806311745159 }, { "text": "", "score": 12.213224411010742, "probability": 0.2173255599243039 }, { "score": 11.60110092163086, "text": "\"Joint Improvements\" Means any Improvements generated, conceived, reduced to practice or other created jointly by EKR and PPI or their Affiliates.", "probability": 0.11783354771372354 }, { "score": 10.328014373779297, "text": "\"PPI IP\" Means the Copyrights, PPI Know-How, PPI Patents and PPI Improvements; and PPI's interest in Joint Improvements;", "probability": 0.03298940562213223 }, { "score": 9.497706413269043, "text": "Joint Improvements shall be owned jointly by the Parties,", "probability": 0.014380577445739815 }, { "score": 8.994333267211914, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing. Joint Improvements shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder.", "probability": 0.008692889230185104 }, { "score": 8.40463638305664, "text": "Joint Improvements shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder", "probability": 0.004820166530901897 }, { "score": 7.91434383392334, "text": "\"PPI IP\" Means the Copyrights, PPI Know-How, PPI Patents and PPI Improvements; and PPI's interest in Joint Improvements;", "probability": 0.0029520974812953186 }, { "score": 7.557974815368652, "text": "Means any Improvements generated, conceived, reduced to practice or other created jointly by EKR and PPI or their Affiliates.", "probability": 0.0020671005187063098 }, { "score": 7.428414344787598, "text": "PPI Improvements shall be owned by PPI and be licensed to EKR hereunder. EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing. Joint Improvements shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder.", "probability": 0.0018159094909944173 }, { "score": 7.399329662322998, "text": "Territory in connection with the Transferred NDA (including, but not limited to, any periodic and annual report submissions, and all adverse event reports and data) and (ii) on the Agreement Date, EKR shall receive sole ownership of, and good and valid title to, the Transferred NDA, free and clear of any liens and encumbrances.", "probability": 0.0017638550036196596 }, { "score": 7.174275875091553, "text": "Joint Improvements shall be owned jointly by the Parties, and", "probability": 0.0014083910724362783 }, { "score": 6.762781620025635, "text": "\"Improvements\"\n\n\n\nMeans any discovery, development, improvement, know-how or patent relating to the Product generated, conceived, reduced to practice or otherwise created during the Term by PPI or EKR (or any Affiliate of PPI or EKR);\n\n\"Joint Improvements\" Means any Improvements generated, conceived, reduced to practice or other created jointly by EKR and PPI or their Affiliates.", "probability": 0.0009332834815059207 }, { "score": 6.344979763031006, "text": "Joint Improvements shall be owned jointly by the Parties", "probability": 0.000614560351408106 }, { "score": 6.2659807205200195, "text": "Means any discovery, development, improvement, know-how or patent relating to the Product generated, conceived, reduced to practice or otherwise created during the Term by PPI or EKR (or any Affiliate of PPI or EKR);\n\n\"Joint Improvements\" Means any Improvements generated, conceived, reduced to practice or other created jointly by EKR and PPI or their Affiliates.", "probability": 0.0005678788444195865 }, { "score": 6.2249369621276855, "text": "\"PPI IP\" Means the Copyrights, PPI Know-How, PPI Patents and PPI Improvements; and PPI's interest in Joint Improvements", "probability": 0.0005450428064362196 }, { "score": 5.508960723876953, "text": "PPI's interest therein shall be licensed to EKR hereunder.", "probability": 0.00026637047348253154 }, { "score": 5.2792744636535645, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing. Joint Improvements shall be owned jointly by the Parties,", "probability": 0.0002117067022917427 }, { "score": 5.036496639251709, "text": "shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder.", "probability": 0.0001660724290246534 }, { "score": 5.02973747253418, "text": "Joint", "probability": 0.0001649537028771666 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __License Grant": [ { "text": "", "score": 11.89366340637207, "probability": 0.2670187402425342 }, { "score": 11.568881034851074, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement.", "probability": 0.1929703350313699 }, { "score": 11.244505882263184, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.1395134929168893 }, { "score": 10.34179973602295, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 0.05656866295032058 }, { "score": 10.312806129455566, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement. Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks. 2.3 Grant of Trademark Rights. PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.054952081894113096 }, { "score": 10.26852798461914, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.052571987579276024 }, { "score": 10.219482421875, "text": "Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks. 2.3 Grant of Trademark Rights. PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.050055773793358925 }, { "score": 10.187591552734375, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "probability": 0.048484637271362964 }, { "score": 9.797013282775879, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "probability": 0.0328078796744368 }, { "score": 9.539344787597656, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement", "probability": 0.02535561552773484 }, { "score": 9.1176176071167, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement. Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks.", "probability": 0.016631076854824022 }, { "score": 9.024293899536133, "text": "Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks.", "probability": 0.015149224420453132 }, { "score": 8.741989135742188, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 0.011423179419383174 }, { "score": 8.550477027893066, "text": "PPI Improvements shall be owned by PPI and be licensed to EKR hereunder. EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "probability": 0.009432229222997473 }, { "score": 8.326748847961426, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR", "probability": 0.007541373186781759 }, { "score": 7.877371788024902, "text": "Subject to the terms of this Agreement, PPI hereby appoints EKR and EKR agrees to be retained as the exclusive distributor, and Authorized Distributor of Record, of the Products in the Field in the Territory during the Term to market, distribute, warehouse and sell the Products. EKR shall have the right to appoint sub-distributors hereunder in each country of the Territory. 2.2 Grant of License and Distribution Rights. PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement.", "probability": 0.004811588243478487 }, { "score": 7.782610893249512, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement.", "probability": 0.004376574457146197 }, { "score": 7.6694865226745605, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory.", "probability": 0.003908454238516887 }, { "score": 7.504213333129883, "text": "PPI Improvements shall be owned by PPI and be licensed to EKR hereunder. EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "probability": 0.0033130485276935706 }, { "score": 7.442266941070557, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing. Joint Improvements shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder.", "probability": 0.0031140445473284407 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Transferable License": [ { "score": 12.894777297973633, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.4060579015599124 }, { "text": "", "score": 12.12014389038086, "probability": 0.18714100245033405 }, { "score": 11.93537712097168, "text": "Further, this Note may not be transferred by either party except to a permitted transferee under the Agreement.", "probability": 0.1555699682655636 }, { "score": 11.423771858215332, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.09326923627252695 }, { "score": 10.998056411743164, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR", "probability": 0.06093299865977174 }, { "score": 9.757864952087402, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement.", "probability": 0.01762967246967272 }, { "score": 9.596707344055176, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory.", "probability": 0.01500563519463111 }, { "score": 9.410152435302734, "text": "This Note shall be nonnegotiable. Further, this Note may not be transferred by either party except to a permitted transferee under the Agreement.", "probability": 0.012451871108303599 }, { "score": 9.307916641235352, "text": "(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments; and\n\n (iii) upon any Change of Control (as defined in Section 20.4) of PPI, by repayment to EKR in full of the balance of the Advanced Royalty Payment not previously used for offsets, which payment shall be made to EKR by PPI within ten (10) days after the closing date (without any conditions) of any such Change of Control.", "probability": 0.011241756532333865 }, { "score": 9.207204818725586, "text": "(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments;", "probability": 0.010164723899828762 }, { "score": 8.861438751220703, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.00719335164900763 }, { "score": 8.196176528930664, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 0.003698380403628186 }, { "score": 8.043937683105469, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "probability": 0.0031761067340040313 }, { "score": 8.009783744812012, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement", "probability": 0.003069461720706096 }, { "score": 7.9238152503967285, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.\n\n\n\n\n\n\n\n\n\n\n\n\n\n -58-\n\n17.5 EKR Step-In Rights.\n\n\n\n(a) During the Term, in the event EKR has the right to terminate this Agreement under Section 16.1(a) - (i) hereof (the \"Step-in Right Trigger Event\"), and EKR does not exercise its right to terminate this Agreement under such Section, EKR shall have the option to exercise step-in rights to manufacture the Product for the remainder of the Term (the \"Step-in Right\") by providing PPI written notice of such election within ninety (90) days after the Step-in Right Trigger Event (or such longer period as mutually agreed by the Parties) (the \"Step-in Right Notice\"); provided that in the event such Step-in Right Trigger Event has been cured prior to EKR's exercise of the Step-in Right, the Step-in Right shall terminate with respect to such Step-in Right Trigger Event.", "probability": 0.0028166091053899046 }, { "score": 7.8254523277282715, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks. For the avoidance of doubt, the term \"exclusive\" for the\n\n\n\n\n\n\n\n\n\n\n\n\n\n -14-\n\n\n\npurposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement.", "probability": 0.0025527489391129095 }, { "score": 7.822418689727783, "text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing.", "probability": 0.0025450165574789556 }, { "score": 7.58682918548584, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "probability": 0.002010830159790572 }, { "score": 7.458330154418945, "text": "(b) Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based. Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.00176835302765478 }, { "score": 7.421480178833008, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.0017043752903479284 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Affiliate License-Licensor": [ { "text": "", "score": 12.203925132751465, "probability": 0.3299078025219609 }, { "score": 11.498929977416992, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.16301106367227058 }, { "score": 11.344930648803711, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.13974491782440512 }, { "score": 10.451088905334473, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement. Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks. 2.3 Grant of Trademark Rights. PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.05716701102672348 }, { "score": 10.194472312927246, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement.", "probability": 0.04422810334430231 }, { "score": 10.182282447814941, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.04369224140814203 }, { "score": 10.01600170135498, "text": "Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks. 2.3 Grant of Trademark Rights. PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.036998959762846104 }, { "score": 9.955011367797852, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement. Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks.", "probability": 0.03480981767791072 }, { "score": 9.531323432922363, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks. For the avoidance of doubt, the term \"exclusive\" for the\n\n\n\n\n\n\n\n\n\n\n\n\n\n -14-\n\n\n\npurposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement.", "probability": 0.022787486083539733 }, { "score": 9.51992416381836, "text": "Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks.", "probability": 0.022529200328751997 }, { "score": 9.466257095336914, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR", "probability": 0.02135199529425548 }, { "score": 9.414926528930664, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "probability": 0.02028363950326262 }, { "score": 9.36209774017334, "text": "Means (i) the copyright registrations and applications for registration identified on Schedule III, (ii) works of authorship whether or not copyrightable and (iii) any other copyrights and works, together with all common law rights, used or held for use by PPI or any of its Affiliates in connection with the Products in the Territory (including, but not limited to, any license or other rights of PPI or any of its Affiliates, whether as a licensor, licensee or otherwise relation to any of the foregoing);", "probability": 0.019239892089148 }, { "score": 8.624750137329102, "text": "purposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement.", "probability": 0.009204000566343608 }, { "score": 8.489686965942383, "text": "(b) Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based. Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.008041173757857971 }, { "score": 8.399651527404785, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell", "probability": 0.0073488190274769195 }, { "score": 8.218348503112793, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 0.006130256543054541 }, { "score": 7.98250675201416, "text": "\"Copyrights\"\n\n\n\nMeans (i) the copyright registrations and applications for registration identified on Schedule III, (ii) works of authorship whether or not copyrightable and (iii) any other copyrights and works, together with all common law rights, used or held for use by PPI or any of its Affiliates in connection with the Products in the Territory (including, but not limited to, any license or other rights of PPI or any of its Affiliates, whether as a licensor, licensee or otherwise relation to any of the foregoing);", "probability": 0.004842324375837853 }, { "score": 7.953000068664551, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks. For the avoidance of doubt, the term \"exclusive\" for the\n\n\n\n\n\n\n\n\n\n\n\n\n\n -14-\n\n\n\npurposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement. Notwithstanding the foregoing, nothing contained herein shall prohibit PPI from utilizing the Trademarks in the Territory in connection with its business for the sole purpose of signifying that PPI is the manufacturer of the Products for EKR.", "probability": 0.0047015308339763305 }, { "score": 7.78633451461792, "text": "Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based. Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.0039797643579337905 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Affiliate License-Licensee": [ { "text": "", "score": 12.30251693725586, "probability": 0.5953116594174696 }, { "score": 10.932422637939453, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.15125857150846747 }, { "score": 10.154577255249023, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.06948739600964014 }, { "score": 9.015189170837402, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks. For the avoidance of doubt, the term \"exclusive\" for the\n\n\n\n\n\n\n\n\n\n\n\n\n\n -14-\n\n\n\npurposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement.", "probability": 0.02223699402127694 }, { "score": 8.986309051513672, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell", "probability": 0.021603971856036883 }, { "score": 8.911420822143555, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR", "probability": 0.020045184505957634 }, { "score": 8.829607963562012, "text": "EKR may appoint sub-distributors under this Agreement provided that EKR:", "probability": 0.01847052266862882 }, { "score": 8.732881546020508, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement.", "probability": 0.01676762048372106 }, { "score": 8.728035926818848, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement.", "probability": 0.016686567514444882 }, { "score": 8.485209465026855, "text": "purposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement.", "probability": 0.013089070821019113 }, { "score": 8.188626289367676, "text": "EKR may appoint sub-distributors under this Agreement provided that EKR:\n\n (a) informs PPI of the identity of any Third Party sub-distributor (other than Affiliate companies) prior to the execution of any sub-distribution agreement;", "probability": 0.009729810477654765 }, { "score": 7.990827560424805, "text": "EKR may appoint sub-distributors under this Agreement provided that EKR:", "probability": 0.00798364990857128 }, { "score": 7.8226318359375, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.006747688247913835 }, { "score": 7.623523712158203, "text": "EKR may appoint sub-distributors under this Agreement provided that EKR:\n\n (a) informs PPI of the identity of any Third Party sub-distributor (other than Affiliate companies) prior to the execution of any sub-distribution agreement;", "probability": 0.005529469284382095 }, { "score": 7.580594539642334, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement. 17.3 Other Rights upon Termination. In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell", "probability": 0.005297116776703578 }, { "score": 7.464571952819824, "text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing.", "probability": 0.00471684470483056 }, { "score": 7.421489238739014, "text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.004517945554765383 }, { "score": 7.264323711395264, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement", "probability": 0.00386086727117587 }, { "score": 7.234694480895996, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n", "probability": 0.0037481508413550056 }, { "score": 6.981893539428711, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 0.0029108981259853 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.868642807006836, "probability": 0.9626362522862918 }, { "score": 7.451352596282959, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 0.01161602262977614 }, { "score": 7.303695201873779, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.010021452165245014 }, { "score": 7.259337425231934, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.009586637820434287 }, { "score": 5.595067024230957, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement. Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks. 2.3 Grant of Trademark Rights. PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.00181502607532561 }, { "score": 4.677096366882324, "text": "The Step-in Right shall include, without limitation, and to the extent allowable under Applicable Law, PPI's grant to EKR of such additional license rights, rights of access, rights of observation and rights of management, direction and control, in each case solely with respect to the manufacture and supply of Product and as reasonably necessary to enable and permit EKR (or EKR's designee) to ensure that the supply of Product shall continue to be available to EKR under this Agreement and the Supply Agreement; provided that EKR in exercising the Step-in Right shall not (i) unreasonably interfere with PPI's other activities at the facilities at which the Product is manufactured, tested, labeled, stored or\n\n\n\n\n\n\n\n\n\n -59-\n\n\n\notherwise handled (\"Product Facilities\") or (ii) require PPI to take any action or fail to take any action that does or could reasonably be expected to interfere with PPI's other activities at the Product Facilities.", "probability": 0.0007247918105955256 }, { "score": 4.6141357421875, "text": "Commencing as of the Agreement Date, EKR agrees to lease the Transferred Equipment to PPI through the end of the then-current calendar quarter and, subject to renewal as provided below, on a calendar quarter-to-calendar quarter\n\n\n\n\n\n\n\n\n\n\n\n -21-\n\n\n\nbasis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 0.0006805653372822744 }, { "score": 4.1608076095581055, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators", "probability": 0.00043250578348123965 }, { "score": 4.120038032531738, "text": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement.", "probability": 0.00041522731674689976 }, { "score": 3.8653948307037354, "text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.00032188132433330207 }, { "score": 3.6332058906555176, "text": "Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks. 2.3 Grant of Trademark Rights. PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "probability": 0.00025518632882248966 }, { "score": 3.4543862342834473, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks. For the avoidance of doubt, the term \"exclusive\" for the\n\n\n\n\n\n\n\n\n\n\n\n\n\n -14-\n\n\n\npurposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement.", "probability": 0.0002134012770643618 }, { "score": 3.373157501220703, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks. For the avoidance of doubt, the term \"exclusive\" for the\n\n\n\n\n\n\n\n\n\n\n\n\n\n -14-\n\n\n\npurposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to enable PPI to perform its specific obligations under this Agreement and the Supply Agreement. Notwithstanding the foregoing, nothing contained herein shall prohibit PPI from utilizing the Trademarks in the Territory in connection with its business for the sole purpose of signifying that PPI is the manufacturer of the Products for EKR.", "probability": 0.00019675230255089695 }, { "score": 3.3137261867523193, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.00018539974462204804 }, { "score": 3.2541582584381104, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks", "probability": 0.0001746783612920074 }, { "score": 3.210571527481079, "text": "Commencing as of the Agreement Date, EKR agrees to lease the Transferred Equipment to PPI through the end of the then-current calendar quarter and, subject to renewal as provided below, on a calendar quarter-to-calendar quarter", "probability": 0.00016722824510150575 }, { "score": 3.1940009593963623, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product.", "probability": 0.000164480010866362 }, { "score": 3.0700626373291016, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)", "probability": 0.0001453072878042628 }, { "score": 2.987705945968628, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.000133819788771899 }, { "score": 2.821993112564087, "text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks", "probability": 0.0001133841035916226 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Irrevocable Or Perpetual License": [ { "score": 13.504337310791016, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.3019705198421427 }, { "score": 13.322761535644531, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "probability": 0.2518298399261082 }, { "score": 12.786983489990234, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.1473742950385339 }, { "score": 12.399429321289062, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "probability": 0.10002512522618502 }, { "text": "", "score": 12.203025817871094, "probability": 0.08218870659543462 }, { "score": 12.052570343017578, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product. PPI shall provide such advice as necessary for EKR to arrange for an alternative manufacturer and shall provide EKR with access to all relevant PPI Know-How, and any other information necessary for EKR to transfer such manufacturing to an alternate manufacturer. In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.07070826216780836 }, { "score": 10.252508163452148, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product.", "probability": 0.011687270392431424 }, { "score": 10.065279006958008, "text": "EKR Improvements shall be owned by EKR", "probability": 0.009691712049200994 }, { "score": 10.021181106567383, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing", "probability": 0.009273614265270161 }, { "score": 9.376361846923828, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark", "probability": 0.004866397509872444 }, { "score": 9.069464683532715, "text": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing", "probability": 0.0035803364231166124 }, { "score": 8.82829761505127, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.\n\n\n\n\n\n\n\n\n\n\n\n\n\n -58-\n\n17.5 EKR Step-In Rights.\n\n\n\n(a) During the Term, in the event EKR has the right to terminate this Agreement under Section 16.1(a) - (i) hereof (the \"Step-in Right Trigger Event\"), and EKR does not exercise its right to terminate this Agreement under such Section, EKR shall have the option to exercise step-in rights to manufacture the Product for the remainder of the Term (the \"Step-in Right\") by providing PPI written notice of such election within ninety (90) days after the Step-in Right Trigger Event (or such longer period as mutually agreed by the Parties) (the \"Step-in Right Notice\"); provided that in the event such Step-in Right Trigger Event has been cured prior to EKR's exercise of the Step-in Right, the Step-in Right shall terminate with respect to such Step-in Right Trigger Event.", "probability": 0.002813107376920045 }, { "score": 7.924595355987549, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product. PPI shall provide such advice as necessary for EKR to arrange for an alternative manufacturer and shall provide EKR with access to all relevant PPI Know-How, and any other information necessary for EKR to transfer such manufacturing to an alternate manufacturer. In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark", "probability": 0.0011394975747890767 }, { "score": 7.620251655578613, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark", "probability": 0.0008405017374114452 }, { "score": 7.138307094573975, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product", "probability": 0.0005190781547202843 }, { "score": 6.978077411651611, "text": "(ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.00044222764173024415 }, { "score": 6.795037269592285, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 0.00036825831467583644 }, { "score": 6.685039043426514, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI", "probability": 0.00032989895407892244 }, { "score": 6.162567138671875, "text": "In", "probability": 0.00019564748677448361 }, { "score": 5.934205055236816, "text": "upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "probability": 0.00015570332279510633 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Source Code Escrow": [ { "text": "", "score": 12.304378509521484, "probability": 0.9990045326546575 }, { "score": 4.934829235076904, "text": "Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in respect of which termination occurs):", "probability": 0.0006295248448932873 }, { "score": 3.0850396156311035, "text": "Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in respect of which termination occurs):", "probability": 9.900552938234908e-05 }, { "score": 2.816148519515991, "text": "At the option of Payee, the entire amount due hereunder shall immediately become due and payable on any of the following events of default:", "probability": 7.56626470569417e-05 }, { "score": 2.0849928855895996, "text": "At the option of Payee, the entire amount due hereunder shall immediately become due and payable on any of the following events of default:", "probability": 3.642039685563857e-05 }, { "score": 2.042120933532715, "text": "EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI. 16.4 Effect of Termination. The termination or expiration of this Agreement shall not release either of the Parties from any liability which at the time of termination or expiry has already accrued to the other Party, nor affect in any way the survival of any other right, duty or obligation of the Parties which is expressly stated elsewhere in this Agreement to survive such termination or expiry.\n\n17. Consequences of Termination 17.1 Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in respect of which termination occurs):", "probability": 3.489198053907984e-05 }, { "score": 1.2648471593856812, "text": "EKR may appoint sub-distributors under this Agreement provided that EKR:", "probability": 1.6038358265522295e-05 }, { "score": 1.205642819404602, "text": "Notwithstanding anything to the contrary, in the event EKR exercises it right of termination pursuant to Section 16.3(b) of this Agreement or PPI terminates this Agreement pursuant to Section 16.1(a):", "probability": 1.5116379706718918e-05 }, { "score": 1.0778080224990845, "text": "and books referred to in Section 7.2.", "probability": 1.330239518072314e-05 }, { "score": 0.9601817727088928, "text": "(b) EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI. 16.4 Effect of Termination. The termination or expiration of this Agreement shall not release either of the Parties from any liability which at the time of termination or expiry has already accrued to the other Party, nor affect in any way the survival of any other right, duty or obligation of the Parties which is expressly stated elsewhere in this Agreement to survive such termination or expiry.\n\n17. Consequences of Termination 17.1 Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in respect of which termination occurs):", "probability": 1.1826205308249761e-05 }, { "score": 0.8206813335418701, "text": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records\n\n\n\n\n\n\n\n\n\n\n\n\n\n -38-\n\n\n\nand books referred to in Section 7.2.", "probability": 1.0286346350673372e-05 }, { "score": 0.732662558555603, "text": "basis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel product to PPI's other licensees and collaborators.", "probability": 9.41965669678708e-06 }, { "score": 0.36100587248802185, "text": "Either Party shall be entitled forthwith to terminate this Agreement by notice to the other if:", "probability": 6.495709992030234e-06 }, { "score": 0.3494257926940918, "text": "Notwithstanding anything to the contrary, in the event EKR exercises it right of termination pursuant to Section 16.3(b) of this Agreement or PPI terminates this Agreement pursuant to Section 16.1(a): (i) EKR will sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR (within five (5) days of the date of termination) of $[**] in cash and cancellation of any remaining obligation of EKR under the Promissory Note, (ii) the Advanced Royalty Payment shall be deemed to have been repaid in full, and EKR shall not have the right to the Royalty Offset between the date of notice of such termination and the termination date of the Agreement and (iii) EKR shall promptly transfer the Marketing Authorizations to PPI or its nominee in accordance with Section 17.1(e) below.", "probability": 6.420923007361071e-06 }, { "score": 0.30917656421661377, "text": "EKR shall return to PPI all PPI IP in its possession;", "probability": 6.1676176775530605e-06 }, { "score": 0.19246220588684082, "text": "During the Term, PPI and its Affiliates shall not:", "probability": 5.488188794585377e-06 }, { "score": 0.1397777795791626, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 5.206531342610553e-06 }, { "score": 0.09776419401168823, "text": "In connection with the promotion, marketing and sale of the Product, EKR shall, without limitation:", "probability": 4.992317742102493e-06 }, { "score": 0.03859519958496094, "text": "Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in respect of which termination occurs):\n\n (a) the licenses and rights granted and appointments made under Sections 2.1, 2.2 and 2.3 shall terminate and EKR shall (and shall procure that its Affiliates, sub-distributors and sub-licensees shall) cease all activities licensed or appointed hereunder, subject to Sections 17.2 and 17.3;", "probability": 4.705496459390291e-06 }, { "score": -0.0069879889488220215, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)", "probability": 4.49582009054215e-06 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Post-Termination Services": [ { "score": 13.714690208435059, "text": "The confidentiality and non-use obligations contained in this Agreement shall continue for the duration of this Agreement and for a period of [**] ([**]) years after termination for any reason of this Agreement.", "probability": 0.15375982511299421 }, { "score": 13.321880340576172, "text": "The confidentiality and non-use obligations contained in this Agreement shall continue for the duration of this Agreement and for a period of [**] ([**]) years after termination for any reason of this Agreement.", "probability": 0.10381203830390774 }, { "score": 13.238916397094727, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement.", "probability": 0.0955469735773784 }, { "score": 13.115567207336426, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product.", "probability": 0.08445921935793776 }, { "score": 12.80102825164795, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product. PPI shall provide such advice as necessary for EKR to arrange for an alternative manufacturer and shall provide EKR with access to all relevant PPI Know-How, and any other information necessary for EKR to transfer such manufacturing to an alternate manufacturer. In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.06166582274076897 }, { "score": 12.660999298095703, "text": "Upon any termination or expiration of this Agreement, EKR shall promptly transfer the Domain Names back to PPI.", "probability": 0.05360813867381626 }, { "score": 12.609375, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product.", "probability": 0.05091087726167299 }, { "score": 12.518892288208008, "text": "Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement.", "probability": 0.046506583703462744 }, { "text": "", "score": 12.422412872314453, "probability": 0.042229307549910784 }, { "score": 12.369832992553711, "text": "Upon any termination or expiration of this Agreement, EKR shall promptly transfer the Domain Names back to PPI.", "probability": 0.04006626033280768 }, { "score": 12.345418930053711, "text": "In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark.", "probability": 0.039099924241719215 }, { "score": 12.290350914001465, "text": "The Parties acknowledge that effective upon the termination or expiration of the Transition Services and Inventory Agreement, PPI has", "probability": 0.037004980562604456 }, { "score": 12.066516876220703, "text": "Notwithstanding anything to the contrary, in the event EKR exercises it right of termination pursuant to Section 16.3(b) of this Agreement or PPI terminates this Agreement pursuant to Section 16.1(a): (i) EKR will sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR (within five (5) days of the date of termination) of $[**] in cash and cancellation of any remaining obligation of EKR under the Promissory Note, (ii) the Advanced Royalty Payment shall be deemed to have been repaid in full, and EKR shall not have the right to the Royalty Offset between the date of notice of such termination and the termination date of the Agreement and (iii) EKR shall promptly transfer the Marketing Authorizations to PPI or its nominee in accordance with Section 17.1(e) below.", "probability": 0.02958355035500969 }, { "score": 11.984119415283203, "text": "Except in the event of termination of this Agreement by EKR pursuant to Section 16.1(a), EKR shall promptly transfer to PPI or its nominee, each and every Marketing Authorization (to the extent not held by PPI) relating to the Product, together with all communications with the relevant Regulatory Authorities, and all notes and record thereof. 17.2 Sale of Remaining Inventory. Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement.", "probability": 0.027243664935948667 }, { "score": 11.960683822631836, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement. 17.3 Other Rights upon Termination. In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell", "probability": 0.026612616876928553 }, { "score": 11.801708221435547, "text": "Subject to Sections 3.20(d) and (e) and Section 6.3(d) and PPI's right to repurchase the Transferred Equipment thereunder, upon the expiration or earlier termination of the Lease Term, EKR shall remove the Transferred Equipment from PPI's premises (unless EKR at its option elects to retain the Transferred Equipment at PPI's premises in connection with EKR's exercise of step-in rights under Section 17.5).", "probability": 0.02270101916961435 }, { "score": 11.783615112304688, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination. Immediately upon notification from PPI, such post termination sales shall cease.", "probability": 0.022293980553421563 }, { "score": 11.77367877960205, "text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement. 17.3 Other Rights upon Termination. In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n", "probability": 0.022073557059506473 }, { "score": 11.703330039978027, "text": "Immediately upon notification from PPI, such post termination sales shall cease. 17.4 Other Remedies of EKR. Notwithstanding anything contained herein to the contrary, in the event that EKR is entitled to exercise its right to terminate this Agreement pursuant to Section 16.1(a), in addition to the right to terminate as provided therein and any other remedies EKR may have hereunder, PPI shall assist EKR in the transfer of the manufacture of the Products, including the Specifications from PPI to EKR or EKR's designee. In such event, the Royalty payments payable hereunder shall continue to be paid; provided, however, that all costs incurred by EKR in the transfer of manufacturing information from PPI and obtaining FDA approval of the manufacture of the Products by EKR or EKR's designee, and any other amounts due to EKR, shall be deducted from any royalties payable to PPI. In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product.", "probability": 0.020574071940264244 }, { "score": 11.687334060668945, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.02024758769032517 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Audit Rights": [ { "score": 13.166000366210938, "text": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records\n\n\n\n\n\n\n\n\n\n\n\n\n\n -38-\n\n\n\nand books referred to in Section 7.2. Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due.", "probability": 0.08876577826598926 }, { "score": 13.05807876586914, "text": "Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due.", "probability": 0.07968485921101763 }, { "score": 13.033944129943848, "text": "Upon completion of such inspection, PPI shall not be entitled to inspect nor shall EKR be required to make available the records and books for any Calendar Year for which such inspection was previously undertaken.", "probability": 0.07778471600954694 }, { "score": 13.012044906616211, "text": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records\n\n\n\n\n\n\n\n\n\n\n\n\n\n -38-\n\n\n\nand books referred to in Section 7.2.", "probability": 0.07609980757152589 }, { "score": 12.87100887298584, "text": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records\n\n\n\n\n\n\n\n\n\n\n\n\n\n -38-\n\n\n\nand books referred to in Section 7.2. Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due. Upon completion of such inspection, PPI shall not be entitled to inspect nor shall EKR be required to make available the records and books for any Calendar Year for which such inspection was previously undertaken.", "probability": 0.06608948801103054 }, { "score": 12.797555923461914, "text": "Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due. Upon completion of such inspection, PPI shall not be entitled to inspect nor shall EKR be required to make available the records and books for any Calendar Year for which such inspection was previously undertaken.", "probability": 0.06140902142362601 }, { "score": 12.756858825683594, "text": "Upon completion of such inspection, PPI shall not be entitled to inspect nor shall EKR be required to make available the records and books for any Calendar Year for which such inspection was previously undertaken. 7.4 Confidentiality. PPI shall procure that any independent auditor appointed under Section 7.4 shall maintain all information and materials received, directly or indirectly, by it from EKR in strict confidence and shall not use or disclose the same to any Third Party nor to PPI save for the sole purpose of conducting the audit pursuant to this Section.", "probability": 0.05896002402174034 }, { "score": 12.593923568725586, "text": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records\n\n\n\n\n\n\n\n\n\n\n\n\n\n -38-\n\n\n\nand books referred to in Section 7.2. Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due. Upon completion of such inspection, PPI shall not be entitled to inspect nor shall EKR be required to make available the records and books for any Calendar Year for which such inspection was previously undertaken. 7.4 Confidentiality. PPI shall procure that any independent auditor appointed under Section 7.4 shall maintain all information and materials received, directly or indirectly, by it from EKR in strict confidence and shall not use or disclose the same to any Third Party nor to PPI save for the sole purpose of conducting the audit pursuant to this Section.", "probability": 0.050095160085647475 }, { "score": 12.52047061920166, "text": "Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due. Upon completion of such inspection, PPI shall not be entitled to inspect nor shall EKR be required to make available the records and books for any Calendar Year for which such inspection was previously undertaken. 7.4 Confidentiality. PPI shall procure that any independent auditor appointed under Section 7.4 shall maintain all information and materials received, directly or indirectly, by it from EKR in strict confidence and shall not use or disclose the same to any Third Party nor to PPI save for the sole purpose of conducting the audit pursuant to this Section.", "probability": 0.046547413991254664 }, { "score": 12.517009735107422, "text": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records\n\n\n\n\n\n\n\n\n\n\n\n\n\n -38-\n\n\n\nand books referred to in Section 7.2. Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due.", "probability": 0.04638659723114612 }, { "score": 12.461979866027832, "text": "PPI shall procure that any independent auditor appointed under Section 7.4 shall maintain all information and materials received, directly or indirectly, by it from EKR in strict confidence and shall not use or disclose the same to any Third Party nor to PPI save for the sole purpose of conducting the audit pursuant to this Section.", "probability": 0.04390291398416352 }, { "score": 12.443557739257812, "text": "Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due.", "probability": 0.04310153317055029 }, { "text": "", "score": 12.307344436645508, "probability": 0.037612831905866034 }, { "score": 12.272844314575195, "text": "In connection with the promotion, marketing and sale of the Product, EKR shall, without limitation:\n\n (a) observe and comply with such storage, stock control and operational practices and procedures as may be legally required in the Territory and as reasonably specified in writing by PPI from time to time;\n\n (b) from time to time consult with PPI's representatives for the purpose of assessing the state of the market in each country of the Territory and permit representatives of PPI, on reasonable prior notice, to inspect any premises or documents used in connection with the marketing, distribution and sale of the Products;", "probability": 0.03633731389113768 }, { "score": 12.259557723999023, "text": "(b) from time to time consult with PPI's representatives for the purpose of assessing the state of the market in each country of the Territory and permit representatives of PPI, on reasonable prior notice, to inspect any premises or documents used in connection with the marketing, distribution and sale of the Products;", "probability": 0.0358577080972585 }, { "score": 12.213531494140625, "text": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records\n\n\n\n\n\n\n\n\n\n\n\n\n\n -38-\n\n\n\nand books referred to in Section 7.2.", "probability": 0.03424471765499227 }, { "score": 12.167701721191406, "text": "and books referred to in Section 7.2. Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due. Upon completion of such inspection, PPI shall not be entitled to inspect nor shall EKR be required to make available the records and books for any Calendar Year for which such inspection was previously undertaken.", "probability": 0.03271071011769682 }, { "score": 12.14877700805664, "text": "and books referred to in Section 7.2. Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due.", "probability": 0.03209749012024031 }, { "score": 11.994821548461914, "text": "and books referred to in Section 7.2.", "probability": 0.027517505838340988 }, { "score": 11.890617370605469, "text": "and books referred to in Section 7.2. Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties due. Upon completion of such inspection, PPI shall not be entitled to inspect nor shall EKR be required to make available the records and books for any Calendar Year for which such inspection was previously undertaken. 7.4 Confidentiality. PPI shall procure that any independent auditor appointed under Section 7.4 shall maintain all information and materials received, directly or indirectly, by it from EKR in strict confidence and shall not use or disclose the same to any Third Party nor to PPI save for the sole purpose of conducting the audit pursuant to this Section.", "probability": 0.02479440939722879 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Uncapped Liability": [ { "score": 14.067293167114258, "text": "Notwithstanding anything contained in this Agreement or the Transition Services and Inventory Agreement or the Supply Agreement in no circumstance shall either Party be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any special, indirect or consequential loss or damage of any nature whatsoever except in the cases of fraud or intentional misconduct or in the case of PPI as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.5496004930974404 }, { "score": 12.762701988220215, "text": "Any and all liability of EKR to PPI howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance in contract tort or otherwise shall be limited (except for death or personal injury caused by the negligence of EKR or its employees while acting in the course of their employment, and except in relation to any specified payment, lump sum, milestone or royalty payment unpaid) to [**] US Dollars ($[**]); provided however that such limitation shall not apply to the extent that PPI or any PPI Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party. 10.10 Limitation of Damages. Notwithstanding anything contained in this Agreement or the Transition Services and Inventory Agreement or the Supply Agreement in no circumstance shall either Party be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any special, indirect or consequential loss or damage of any nature whatsoever except in the cases of fraud or intentional misconduct or in the case of PPI as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.14909750072270048 }, { "text": "", "score": 12.391315460205078, "probability": 0.10284406727842027 }, { "score": 11.83248519897461, "text": "Any and all liability of EKR to PPI howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance in contract tort or otherwise shall be limited (except for death or personal injury caused by the negligence of EKR or its employees while acting in the course of their employment, and except in relation to any specified payment, lump sum, milestone or royalty payment unpaid) to [**] US Dollars ($[**]); provided however that such limitation shall not apply to the extent that PPI or any PPI Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party.", "probability": 0.058814220444630076 }, { "score": 11.548149108886719, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided", "probability": 0.044258506040005786 }, { "score": 10.809133529663086, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided\n\n", "probability": 0.021137146719764358 }, { "score": 10.64754581451416, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided\n\n\n\n\n\n\n\n\n\n\n\n\n\n -48-\n\n however that such limitation shall not apply to the extent that EKR or any EKR Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party or as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.017983313236338533 }, { "score": 10.112503051757812, "text": "Each of the Parties shall be liable to the other for legal liability to Third Parties in respect of all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by such other Party in relation to or arising out of any breach of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement by the first Party or of any gross negligence or willful act of the first Party, or its employees in the course of their employment. 10.8 PPI Liability Limitation. Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided", "probability": 0.010531823918128092 }, { "score": 9.941385269165039, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]);", "probability": 0.008875402976662767 }, { "score": 9.859880447387695, "text": "Each of the Parties shall be liable to the other for legal liability to Third Parties in respect of all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by such other Party in relation to or arising out of any breach of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement by the first Party or of any gross negligence or willful act of the first Party, or its employees in the course of their employment.", "probability": 0.008180709791068405 }, { "score": 9.763371467590332, "text": "however that such limitation shall not apply to the extent that EKR or any EKR Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party or as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.007428098756560174 }, { "score": 9.37348747253418, "text": "Each of the Parties shall be liable to the other for legal liability to Third Parties in respect of all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by such other Party in relation to or arising out of any breach of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement by the first Party or of any gross negligence or willful act of the first Party, or its employees in the course of their employment. 10.8 PPI Liability Limitation. Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided\n\n", "probability": 0.005029828778743113 }, { "score": 8.739400863647461, "text": "(b) The manufacture of the Product by or on behalf of PPI (including, but not limited to, any manufacture of Product or any other product by EKR for the Other PPI Customers pursuant to Section 3.20(l)) except to the extent that such Claims arise from (i) the negligence or willful misconduct of EKR or its Affiliates, (ii) the breach by EKR of the terms of this Agreement or (iii) the manufacture of Product by EKR in accordance with EKR's exercise Step-in Right for supply of Product to EKR or its Affiliates;", "probability": 0.0026679205123418654 }, { "score": 8.655532836914062, "text": "(f) result from the negligence, willful default or material breach of any representation or warranty given under this Agreement, the Supply Agreement, or the Transition Services and Inventory Agreement by PPI, its Affiliates or sub-contractors; or (g) are the responsibility of PPI under Section 10.1 above.", "probability": 0.002453293255585807 }, { "score": 8.531964302062988, "text": "Notwithstanding anything contained in this Agreement or the Transition Services and Inventory Agreement or the Supply Agreement in no circumstance shall either Party be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any special, indirect or consequential loss or damage of any nature whatsoever except in the cases of fraud or intentional misconduct or in the case of PPI as a result of PPI's breach of Section 7.2.12 of the Supply Agreement", "probability": 0.002168125074383807 }, { "score": 8.505739212036133, "text": "Each of the Parties shall be liable to the other for legal liability to Third Parties in respect of all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by such other Party in relation to or arising out of any breach of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement by the first Party or of any gross negligence or willful act of the first Party, or its employees in the course of their employment. 10.8 PPI Liability Limitation. Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]);", "probability": 0.002112004893887511 }, { "score": 8.472330093383789, "text": "Notwithstanding any such sub-distribution agreement, EKR shall remain primarily liable to PPI for its obligations hereunder, and for any act or omission of any sub-distributor.", "probability": 0.0020426103319232452 }, { "score": 8.35445785522461, "text": "The manufacture of the Product by or on behalf of PPI (including, but not limited to, any manufacture of Product or any other product by EKR for the Other PPI Customers pursuant to Section 3.20(l)) except to the extent that such Claims arise from (i) the negligence or willful misconduct of EKR or its Affiliates, (ii) the breach by EKR of the terms of this Agreement or (iii) the manufacture of Product by EKR in accordance with EKR's exercise Step-in Right for supply of Product to EKR or its Affiliates;", "probability": 0.0018154916747517972 }, { "score": 8.183701515197754, "text": "Any and all liability of EKR to PPI howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance in contract tort or otherwise shall be limited (except for death or personal injury caused by the negligence of EKR or its employees while acting in the course of their employment, and except in relation to any specified payment, lump sum, milestone or royalty payment unpaid) to [**] US Dollars ($[**]); provided however that such limitation shall not apply to the extent that PPI or any PPI Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party", "probability": 0.0015305084281518448 }, { "score": 8.115030288696289, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided\n\n", "probability": 0.0014289340685118318 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Cap On Liability": [ { "score": 14.138309478759766, "text": "Notwithstanding anything contained in this Agreement or the Transition Services and Inventory Agreement or the Supply Agreement in no circumstance shall either Party be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any special, indirect or consequential loss or damage of any nature whatsoever except in the cases of fraud or intentional misconduct or in the case of PPI as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.4656157951408925 }, { "score": 12.846001625061035, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided\n\n\n\n\n\n\n\n\n\n\n\n\n\n -48-\n\n however that such limitation shall not apply to the extent that EKR or any EKR Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party or as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.12787496702653633 }, { "score": 12.514103889465332, "text": "however that such limitation shall not apply to the extent that EKR or any EKR Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party or as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.09175805085459297 }, { "text": "", "score": 12.277008056640625, "probability": 0.07238936511999239 }, { "score": 11.911910057067871, "text": "Any and all liability of EKR to PPI howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance in contract tort or otherwise shall be limited (except for death or personal injury caused by the negligence of EKR or its employees while acting in the course of their employment, and except in relation to any specified payment, lump sum, milestone or royalty payment unpaid) to [**] US Dollars ($[**]); provided however that such limitation shall not apply to the extent that PPI or any PPI Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party.", "probability": 0.05024753034768146 }, { "score": 11.814414978027344, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided\n\n", "probability": 0.04557987673195235 }, { "score": 11.803323745727539, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided", "probability": 0.04507713290894616 }, { "score": 11.516433715820312, "text": "appraiser; provided that (i) in the event there are any amounts owed to PPI under the Promissory Note as of the date of such loss, PPI shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, the amounts owed to EKR pursuant to this Section 3.20(k), and (ii) in no event shall PPI be required to pay EKR an amount that exceeds [**] Dollars ($[**]) plus the amounts paid by EKR pursuant to the Promissory Note.", "probability": 0.03383463754416039 }, { "score": 10.48041820526123, "text": "however that such limitation shall not apply to the extent that EKR or any EKR Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party or as a result of PPI's breach of Section 7.2.12 of the Supply Agreement. 10.9 EKR Liability Limitation. Any and all liability of EKR to PPI howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance in contract tort or otherwise shall be limited (except for death or personal injury caused by the negligence of EKR or its employees while acting in the course of their employment, and except in relation to any specified payment, lump sum, milestone or royalty payment unpaid) to [**] US Dollars ($[**]); provided however that such limitation shall not apply to the extent that PPI or any PPI Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party.", "probability": 0.012006756663397235 }, { "score": 10.371574401855469, "text": "Each of the Parties shall be liable to the other for legal liability to Third Parties in respect of all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by such other Party in relation to or arising out of any breach of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement by the first Party or of any gross negligence or willful act of the first Party, or its employees in the course of their employment.", "probability": 0.010768505788142263 }, { "score": 10.353263854980469, "text": "(f) result from the negligence, willful default or material breach of any representation or warranty given under this Agreement, the Supply Agreement, or the Transition Services and Inventory Agreement by PPI, its Affiliates or sub-contractors; or (g) are the responsibility of PPI under Section 10.1 above.", "probability": 0.010573122801707694 }, { "score": 10.136274337768555, "text": "Each of the Parties shall be liable to the other for legal liability to Third Parties in respect of all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by such other Party in relation to or arising out of any breach of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement by the first Party or of any gross negligence or willful act of the first Party, or its employees in the course of their employment. 10.8 PPI Liability Limitation. Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided\n\n\n\n\n\n\n\n\n\n\n\n\n\n -48-\n\n however that such limitation shall not apply to the extent that EKR or any EKR Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party or as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.008510712627765909 }, { "score": 9.750728607177734, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]);", "probability": 0.005787960293079933 }, { "score": 9.24942398071289, "text": "Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence. Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement. During the Term, neither Party shall do or omit to do any act, matter or thing which could prejudice or render voidable any such insurance. Each Party will provide to the other Party evidence of its insurance and thirty (30) days prior written notice of any cancellation of its coverage or reduction in coverage from the requirements stated herein. 10.7 Third Party Liability. Each of the Parties shall be liable to the other for legal liability to Third Parties in respect of all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by such other Party in relation to or arising out of any breach of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement by the first Party or of any gross negligence or willful act of the first Party, or its employees in the course of their employment.", "probability": 0.0035059983717002845 }, { "score": 9.118471145629883, "text": "Notwithstanding anything contained in this Agreement or the Transition Services and Inventory Agreement or the Supply Agreement in no circumstance shall either Party be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any special, indirect or consequential loss or damage of any nature whatsoever except in the cases of fraud or intentional misconduct or in the case of PPI as a result of PPI's breach of Section 7.2.12 of the Supply Agreement", "probability": 0.003075669148900745 }, { "score": 9.10468864440918, "text": "Each of the Parties shall be liable to the other for legal liability to Third Parties in respect of all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by such other Party in relation to or arising out of any breach of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement by the first Party or of any gross negligence or willful act of the first Party, or its employees in the course of their employment. 10.8 PPI Liability Limitation. Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided\n\n", "probability": 0.0030335695206163255 }, { "score": 9.093597412109375, "text": "Each of the Parties shall be liable to the other for legal liability to Third Parties in respect of all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by such other Party in relation to or arising out of any breach of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement by the first Party or of any gross negligence or willful act of the first Party, or its employees in the course of their employment. 10.8 PPI Liability Limitation. Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided", "probability": 0.0030001093963795133 }, { "score": 8.955883026123047, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.002614137898083358 }, { "score": 8.951018333435059, "text": "(g) are the responsibility of PPI under Section 10.1 above.", "probability": 0.002601451802561497 }, { "score": 8.757925033569336, "text": "however that such limitation shall not apply to the extent that EKR or any EKR Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party or as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.0021446500129106835 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Liquidated Damages": [ { "score": 12.267873764038086, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.31298027341769485 }, { "text": "", "score": 12.177850723266602, "probability": 0.2860358416887567 }, { "score": 11.609919548034668, "text": "days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.16209554548583388 }, { "score": 10.980409622192383, "text": "days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.08637307734809374 }, { "score": 10.82758617401123, "text": "(e) Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "probability": 0.07413239189003186 }, { "score": 9.9461669921875, "text": "appraiser; provided that (i) in the event there are any amounts owed to PPI under the Promissory Note as of the date of such loss, PPI shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, the amounts owed to EKR pursuant to this Section 3.20(k), and (ii) in no event shall PPI be required to pay EKR an amount that exceeds [**] Dollars ($[**]) plus the amounts paid by EKR pursuant to the Promissory Note.", "probability": 0.0307052421005905 }, { "score": 8.884550094604492, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -55-\n\n days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.010620822859728058 }, { "score": 8.269766807556152, "text": "-55-\n\n days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.005743295691510824 }, { "score": 8.152230262756348, "text": "Any damages, award or settlement monies actually received by PPI in respect to such infringement and paid in compensation for sales lost by EKR shall be deemed Net Sales and be paid to EKR, subject to PPI deducting its costs and expenses in pursuing such infringement from such damages, award or settlement actually received.", "probability": 0.005106410254110743 }, { "score": 8.05746841430664, "text": "At any time between the Agreement Date and July 1, 2015, EKR shall have the right, exercisable upon sixty (60) days prior written notice to PPI, to terminate the Lease Term and sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR within five (5) days of such notice of $[**] in cash, which if exercised shall result in (i) an offset against the unpaid balance of principal and interest under the Promissory Note pursuant to Section 3.20(f) below; and (ii) the termination of the Step-in Right described in Section 17.5.", "probability": 0.004644737297061974 }, { "score": 8.053535461425781, "text": "If any of the Transferred Equipment is lost, stolen, destroyed, damaged beyond repair or in the event of any condemnation, confiscation, seizure or expropriation of any Transferred Equipment (\"Casualty Transferred Equipment\"), PPI shall promptly (i) notify EKR of the same, and (ii) pay to EKR an amount equal to the estimated in-place, fair market value of the Casualty Transferred Equipment as of the date of the loss, as determined by a mutually agreed nationally recognized\n\n\n\n\n\n\n\n\n\n -23-\n\n\n\nappraiser; provided that (i) in the event there are any amounts owed to PPI under the Promissory Note as of the date of such loss, PPI shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, the amounts owed to EKR pursuant to this Section 3.20(k), and (ii) in no event shall PPI be required to pay EKR an amount that exceeds [**] Dollars ($[**]) plus the amounts paid by EKR pursuant to the Promissory Note.", "probability": 0.004626505639754005 }, { "score": 8.047036170959473, "text": "In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights of manufacture and this Agreement upon thirty (30)", "probability": 0.004596534138006565 }, { "score": 7.613635063171387, "text": "FOR VALUE RECEIVED, EKR Therapeutics, Inc. (\"Maker\"), having an address at 1545 Route 206 South, Third Floor, Bedminster, New Jersey 07921, hereby promises to pay to Pacira Pharmaceuticals, Inc. (\"Payee\"), having an address at 10450 Sciences Center Drive, San Diego, California 92121, the principal sum of NINE HUNDRED THOUSAND DOLLARS ($900,000.00), plus interest computed at the rate of FIVE PERCENT (5%) per annum, in accordance with the terms and conditions set forth in this Promissory Note (this \"Note\").", "probability": 0.002979934926287845 }, { "score": 7.149334907531738, "text": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided", "probability": 0.0018731121667668752 }, { "score": 7.096452713012695, "text": "in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.0017766314246909045 }, { "score": 6.918667316436768, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.\n\n (f) For the avoidance of doubt, the Royalty Offset described in clause (i) of Section 6.3(b) shall not be applied against any Additional Royalty due PPI pursuant to Section 6.4.", "probability": 0.0014872573465010508 }, { "score": 6.7669782638549805, "text": "written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.0012779339395754756 }, { "score": 6.560406684875488, "text": "\n\n days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year period following the date of such termination are less than $[**], unless the difference between $[**] and the actual Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.", "probability": 0.0010394306228117603 }, { "score": 6.542951583862305, "text": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product", "probability": 0.0010214446861266523 }, { "score": 6.397956848144531, "text": "Notwithstanding anything contained in this Agreement or the Transition Services and Inventory Agreement or the Supply Agreement in no circumstance shall either Party be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any special, indirect or consequential loss or damage of any nature whatsoever except in the cases of fraud or intentional misconduct or in the case of PPI as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "probability": 0.0008835770760659123 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Warranty Duration": [ { "score": 12.82807445526123, "text": "This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the provisions of Section 16, shall continue in force for a period being the longer of fifteen (15) years from first Commercial Launch of the Product in the Territory or until the expiration of the last valid claim in the PPI Patents covering the Product in any country of the Territory (the \"Initial Term\").", "probability": 0.5928571249490933 }, { "text": "", "score": 11.953908920288086, "probability": 0.2473459339249874 }, { "score": 10.299461364746094, "text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.04729196195109851 }, { "score": 9.30111026763916, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.017426451383367132 }, { "score": 9.247686386108398, "text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination. Immediately upon notification from PPI, such post termination sales shall cease.", "probability": 0.016519894218110412 }, { "score": 9.245990753173828, "text": "\"Quarter\" Means a three month period ending on the last day of March, June, September or December in any Calendar Year;", "probability": 0.016491906276741988 }, { "score": 9.077378273010254, "text": "In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product.", "probability": 0.013932959936839798 }, { "score": 9.051735877990723, "text": "EKR shall submit such Promotional Materials to PPI at least five (5) business days in advance of its intended use of the same and such Promotional Material shall be deemed to have received PPI's approval unless PPI Provides EKR with written notice of rejection within said five (5) business day period and EKR shall be authorized to finalize and use same.", "probability": 0.0135802272572538 }, { "score": 8.249335289001465, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination. Immediately upon notification from PPI, such post termination sales shall cease.", "probability": 0.006087358645597105 }, { "score": 8.164133071899414, "text": "This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the provisions of Section 16, shall continue in force for a period being the longer of fifteen (15) years from first Commercial Launch of the Product in the Territory or until the expiration of the last valid claim in the PPI Patents covering the Product in any country of the Territory (the \"Initial Term", "probability": 0.005590183150597804 }, { "score": 7.817527770996094, "text": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records\n\n\n\n\n\n\n\n\n\n\n\n\n\n -38-\n\n\n\nand books referred to in Section 7.2.", "probability": 0.003952731068309002 }, { "score": 7.804708957672119, "text": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records", "probability": 0.003902385123667662 }, { "score": 7.5089616775512695, "text": "\"Year\" Means the period of twelve months commencing on the first Commercial Launch of the Product in the Territory, and each consecutive period of twelve months thereafter during the Term.", "probability": 0.002903278617793882 }, { "score": 7.208610534667969, "text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell", "probability": 0.002150046593649903 }, { "score": 7.114087104797363, "text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted", "probability": 0.0019561261893204793 }, { "score": 7.096567153930664, "text": "This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the provisions of Section 16, shall continue in force for a period being the longer of fifteen (15) years from first Commercial Launch of the Product in the Territory or until the expiration of the last valid claim in the PPI Patents covering the Product in any country of the Territory (the \"Initial Term\"). Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each. Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "probability": 0.0019221534241694812 }, { "score": 7.052025318145752, "text": "Pursuant to Section 4.1 above, EKR shall at its own cost and expense launch and achieve Commercial Launch of the Products in accordance with the Marketing Plan but no later than 18 months following receipt of Marketing Authorization in each country in the Territory provided however that EKR shall not be obligated to launch such Product in such country of the Territory where the approved pricing in such country provides EKR a gross margin of less than [**]% (after payment of Royalties, Additional Royalties and Cost of Goods) or where the launch of the Product in such country of the Territory as determined by EKR is not commercially reasonable.", "probability": 0.0018384159366719567 }, { "score": 6.884189128875732, "text": "provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination.", "probability": 0.001554366562878587 }, { "score": 6.866199970245361, "text": "EKR shall submit such Promotional Materials to PPI at least five (5) business days in advance of its intended use of the same and such Promotional Material shall be deemed to have received PPI's approval unless PPI Provides EKR with written notice of rejection within said five (5) business day period and EKR shall be authorized to finalize and use same", "probability": 0.0015266548189995274 }, { "score": 6.599987983703613, "text": "During the Lease Term, PPI shall:", "probability": 0.0011698399708522408 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Insurance": [ { "score": 13.353570938110352, "text": "Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement.", "probability": 0.19404517737248883 }, { "score": 12.909398078918457, "text": "Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement.", "probability": 0.12445175687319744 }, { "score": 12.813138961791992, "text": "Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence. Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement.", "probability": 0.1130306508835098 }, { "score": 12.687383651733398, "text": "Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence.", "probability": 0.09967388617421072 }, { "score": 12.644058227539062, "text": "Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement. During the Term, neither Party shall do or omit to do any act, matter or thing which could prejudice or render voidable any such insurance. Each Party will provide to the other Party evidence of its insurance and thirty (30) days prior written notice of any cancellation of its coverage or reduction in coverage from the requirements stated herein.", "probability": 0.0954476848180416 }, { "score": 12.304443359375, "text": "Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement. During the Term, neither Party shall do or omit to do any act, matter or thing which could prejudice or render voidable any such insurance.", "probability": 0.06796299910479141 }, { "text": "", "score": 12.2720947265625, "probability": 0.06579966804823013 }, { "score": 12.145604133605957, "text": "Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement. During the Term, neither Party shall do or omit to do any act, matter or thing which could prejudice or render voidable any such insurance.", "probability": 0.057981511964682125 }, { "score": 12.049345016479492, "text": "Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence. Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement. During the Term, neither Party shall do or omit to do any act, matter or thing which could prejudice or render voidable any such insurance.", "probability": 0.05266047021944025 }, { "score": 11.59018611907959, "text": "Each Party will provide to the other Party evidence of its insurance and thirty (30) days prior written notice of any cancellation of its coverage or reduction in coverage from the requirements stated herein.", "probability": 0.033271666733855614 }, { "score": 11.34511661529541, "text": "During the Term, neither Party shall do or omit to do any act, matter or thing which could prejudice or render voidable any such insurance. Each Party will provide to the other Party evidence of its insurance and thirty (30) days prior written notice of any cancellation of its coverage or reduction in coverage from the requirements stated herein.", "probability": 0.026040074600836363 }, { "score": 11.005502700805664, "text": "During the Term, neither Party shall do or omit to do any act, matter or thing which could prejudice or render voidable any such insurance.", "probability": 0.018541709607059833 }, { "score": 10.99246597290039, "text": "During the Term, neither Party shall do or omit to do any act, matter or thing which could prejudice or render voidable any such insurance.", "probability": 0.018301555199152306 }, { "score": 10.24493408203125, "text": "Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement", "probability": 0.008666405800235843 }, { "score": 10.072929382324219, "text": "(iv) promptly repair any repairable damage to the Transferred Equipment and (v) maintain property damage and liability insurance and insurance against loss or damage to the Transferred Equipment as part of PPI's general liability insurance.", "probability": 0.007296898896657633 }, { "score": 9.7783203125, "text": "(v) maintain property damage and liability insurance and insurance against loss or damage to the Transferred Equipment as part of PPI's general liability insurance.", "probability": 0.0054348959686994595 }, { "score": 9.564906120300293, "text": "Such insurance shall be with a reputable insurance company and where reasonably possible", "probability": 0.004390425675517297 }, { "score": 9.500713348388672, "text": "During the Lease Term, PPI shall: (i) assume the risk of loss or damage to the Transferred Equipment; (ii) maintain the Transferred Equipment in good operating condition and appearance, ordinary wear and tear excepted; (iii) comply with all requirements necessary to enforce any warranty rights and to maintain eligibility for any manufacturer maintenance program; (iv) promptly repair any repairable damage to the Transferred Equipment and (v) maintain property damage and liability insurance and insurance against loss or damage to the Transferred Equipment as part of PPI's general liability insurance.", "probability": 0.004117447428982252 }, { "score": 8.677582740783691, "text": "PPI shall not, without the prior, written consent of EKR, remove any of the Transferred Equipment from the locations within the Approved Facilities (as defined in the Supply Agreement) where such Transferred Equipment is installed as of the Agreement Date.\n\n\n\n(i) During the Lease Term, PPI shall: (i) assume the risk of loss or damage to the Transferred Equipment; (ii) maintain the Transferred Equipment in good operating condition and appearance, ordinary wear and tear excepted; (iii) comply with all requirements necessary to enforce any warranty rights and to maintain eligibility for any manufacturer maintenance program; (iv) promptly repair any repairable damage to the Transferred Equipment and (v) maintain property damage and liability insurance and insurance against loss or damage to the Transferred Equipment as part of PPI's general liability insurance.", "probability": 0.0018077858473276333 }, { "score": 8.159964561462402, "text": "During the Lease Term, PPI shall:", "probability": 0.001077328783083385 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Covenant Not To Sue": [ { "text": "", "score": 12.205099105834961, "probability": 0.7583471460148564 }, { "score": 10.427972793579102, "text": "In the event a claim of infringement of a Third Party's intellectual property rights arising out of the manufacture, use, sale, promotion or distribution of the Products is brought against either Party, PPI shall defend such action at its cost and expense and take one or more of the following actions simultaneously or sequentially:", "probability": 0.12825429141547293 }, { "score": 8.631570816040039, "text": "During the Term, neither Party shall do or omit to do any act, matter or thing which could prejudice or render voidable any such insurance.", "probability": 0.021276708298364592 }, { "score": 8.622880935668945, "text": "In the event a claim of infringement of a Third Party's intellectual property rights arising out of the manufacture, use, sale, promotion or distribution of the Products is brought against either Party, PPI shall defend such action at its cost and expense and take one or more of the following actions simultaneously or sequentially:\n\n (a) Defend the claim and indemnify and hold harmless EKR, its Affiliates, officers, directors, shareholders, employees, representations, consultants and agents (the \"EKR Infringement Indemnitees\") as set forth in Section 13.3 below.\n\n (b) Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based.", "probability": 0.021092617271514517 }, { "score": 8.468358039855957, "text": "Should in accordance with Section 14.2, PPI decide not to participate in any such infringement action, EKR may require PPI to bring the action, subject to reimbursement by EKR for reasonable out-of-pocket expenses incurred by PPI in connection with such action.", "probability": 0.01807265804840528 }, { "score": 7.871612548828125, "text": "The manufacture of the Product by or on behalf of PPI (including, but not limited to, any manufacture of Product or any other product by EKR for the Other PPI Customers pursuant to Section 3.20(l)) except to the extent that such Claims arise from (i) the negligence or willful misconduct of EKR or its Affiliates, (ii) the breach by EKR of the terms of this Agreement or (iii) the manufacture of Product by EKR in accordance with EKR's exercise Step-in Right for supply of Product to EKR or its Affiliates;", "probability": 0.009950817415117543 }, { "score": 7.327767372131348, "text": "Should in accordance with Section 14.2, PPI decide not to participate in any such infringement action, EKR may require PPI to bring the action, subject to reimbursement by EKR for reasonable out-of-pocket expenses incurred by PPI in connection with such action.", "probability": 0.005776566779219104 }, { "score": 7.292184829711914, "text": "The manufacture of the Product by or on behalf of PPI (including, but not limited to, any manufacture of Product or any other product by EKR for the Other PPI Customers pursuant to Section 3.20(l)) except to the extent that such Claims arise from (i) the negligence or willful misconduct of EKR or its Affiliates, (ii) the breach by EKR of the terms of this Agreement or (iii) the manufacture of Product by EKR in accordance with EKR's exercise Step-in Right for supply of Product to EKR or its Affiliates; (c) Claims which arise outside the Territory (except to the extent that the Claim has arisen from any act or omission by EKR);", "probability": 0.005574635761507694 }, { "score": 7.100264549255371, "text": "(b) relate to Intellectual Property infringement proceedings with Third Parties in connection with the PPI IP and Trademarks (except to the extent that the Claim has arisen from EKR's use of the PPI IP or Trademarks other than in accordance with this Agreement);", "probability": 0.004601151970425874 }, { "score": 6.974661350250244, "text": "In the event a claim of infringement of a Third Party's intellectual property rights arising out of the manufacture, use, sale, promotion or distribution of the Products is brought against either Party, PPI shall defend such action at its cost and expense and take one or more of the following actions simultaneously or sequentially:\n\n (a) Defend the claim and indemnify and hold harmless EKR, its Affiliates, officers, directors, shareholders, employees, representations, consultants and agents (the \"EKR Infringement Indemnitees\") as set forth in Section 13.3 below.", "probability": 0.00405805380979307 }, { "score": 6.89150857925415, "text": "In the event a claim of infringement of a Third Party's intellectual property rights arising out of the manufacture, use, sale, promotion or distribution of the Products is brought against either Party, PPI shall defend such action at its cost and expense and take one or more of the following actions simultaneously or sequentially", "probability": 0.0037342639485217874 }, { "score": 6.670953750610352, "text": "(b) The manufacture of the Product by or on behalf of PPI (including, but not limited to, any manufacture of Product or any other product by EKR for the Other PPI Customers pursuant to Section 3.20(l)) except to the extent that such Claims arise from (i) the negligence or willful misconduct of EKR or its Affiliates, (ii) the breach by EKR of the terms of this Agreement or (iii) the manufacture of Product by EKR in accordance with EKR's exercise Step-in Right for supply of Product to EKR or its Affiliates;", "probability": 0.0029951547564990673 }, { "score": 6.572833061218262, "text": "The manufacture of the Product by or on behalf of PPI (including, but not limited to, any manufacture of Product or any other product by EKR for the Other PPI Customers pursuant to Section 3.20(l)) except to the extent that such Claims arise from (i) the negligence or willful misconduct of EKR or its Affiliates, (ii) the breach by EKR of the terms of this Agreement or (iii) the manufacture of Product by EKR in accordance with EKR's exercise Step-in Right for supply of Product to EKR or its Affiliates; (c) Claims which arise outside the Territory (except to the extent that the Claim has arisen from any act or omission by EKR);\n\n (d) A breach by PPI of any representation, warranty, covenant or agreement contained in this Agreement, the Supply Agreement or the Transition Services and Inventory Agreement;\n\n (e) PPI's failure to comply with any Applicable Law in connection with the performance of its obligations hereunder or under the Supply Agreement or the Transition Services and Inventory Agreement, or prior to the Effective Date; and (f) Any Claims related to Product sold by parties other than EKR prior or subsequent to the Effective Date.", "probability": 0.0027152260577952285 }, { "score": 6.559165954589844, "text": "(c) Claims which arise outside the Territory (except to the extent that the Claim has arisen from any act or omission by EKR);", "probability": 0.0026783692106780014 }, { "score": 6.39417839050293, "text": "Should in accordance with Section 14.2, PPI decide not to participate in any such infringement action, EKR may require PPI to bring the action, subject to reimbursement by EKR for reasonable out-of-pocket expenses incurred by PPI in connection with such action. The selection of counsel and all other material decisions with respect to such action shall be subject to EKR's prior, written approval, such approval not to be unreasonably withheld. In addition, EKR shall have the right to discontinue the prosecution of any such action at any time upon written notice to PPI.", "probability": 0.0022710006327476785 }, { "score": 6.258763313293457, "text": "In addition, EKR shall have the right to discontinue the prosecution of any such action at any time upon written notice to PPI.", "probability": 0.0019833859590945094 }, { "score": 6.204395771026611, "text": "(b) relate to Intellectual Property infringement proceedings with Third Parties in connection with the PPI IP and Trademarks (except to the extent that the Claim has arisen from EKR's use of the PPI IP or Trademarks other than in accordance with this Agreement); (c) arise outside the Territory (except to the extent that the Claim has arisen from any act or omission by EKR); (d) relate to the development or manufacture of the Product by PPI or its Affiliates or its or their agents or sub-contractors;", "probability": 0.0018784330068137747 }, { "score": 6.091526031494141, "text": "(b) The manufacture of the Product by or on behalf of PPI (including, but not limited to, any manufacture of Product or any other product by EKR for the Other PPI Customers pursuant to Section 3.20(l)) except to the extent that such Claims arise from (i) the negligence or willful misconduct of EKR or its Affiliates, (ii) the breach by EKR of the terms of this Agreement or (iii) the manufacture of Product by EKR in accordance with EKR's exercise Step-in Right for supply of Product to EKR or its Affiliates; (c) Claims which arise outside the Territory (except to the extent that the Claim has arisen from any act or omission by EKR);", "probability": 0.001677942235324628 }, { "score": 6.004384994506836, "text": "EKR shall be liable for and shall defend, indemnify and hold harmless PPI from and against any and all Claims arising from (i) EKR's exercise of the Distribution Rights or arising under the Transition Services and Inventory Agreement, (ii) a breach by EKR of any representation, warranty, covenant or agreement contained in this Agreement, the Supply Agreement or the Transitions Services and Inventory Agreement, or (iii) EKR's failure to comply with Applicable Laws in connection with its performance of its obligations hereunder, or (iv) Claims related to the manufacture of Products by EKR or by a Third Party Manufacturer designated by EKR pursuant to Section 11.5 of the Supply Agreement, except to the extent that such Claims: (a) relate to any act or circumstance occurring prior to the Effective Date;\n\n (b) relate to Intellectual Property infringement proceedings with Third Parties in connection with the PPI IP and Trademarks (except to the extent that the Claim has arisen from EKR's use of the PPI IP or Trademarks other than in accordance with this Agreement);", "probability": 0.001537914296822045 }, { "score": 5.995075225830078, "text": "The indemnified Party shall not admit liability in respect of, or compromise or settle any such action without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld or delayed. 10.6 Insurance. Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence. Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement. During the Term, neither Party shall do or omit to do any act, matter or thing which could prejudice or render voidable any such insurance.", "probability": 0.0015236631110266852 } ], "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Third Party Beneficiary": [ { "text": "", "score": 12.245933532714844, "probability": 0.9190552095396901 }, { "score": 8.332711219787598, "text": "Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based.", "probability": 0.01835907280853774 }, { "score": 8.098226547241211, "text": "(b) Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based.", "probability": 0.01452162925499972 }, { "score": 7.805522918701172, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.010836668146507975 }, { "score": 7.481107711791992, "text": "Subject to Section 20.1, this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns permitted under this Agreement.", "probability": 0.007834369303884288 }, { "score": 7.389770030975342, "text": "Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based. Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.007150502932776245 }, { "score": 7.155285358428955, "text": "(b) Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based. Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.005655893064941508 }, { "score": 6.908672332763672, "text": "(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments; and\n\n (iii) upon any Change of Control (as defined in Section 20.4) of PPI, by repayment to EKR in full of the balance of the Advanced Royalty Payment not previously used for offsets, which payment shall be made to EKR by PPI within ten (10) days after the closing date (without any conditions) of any such Change of Control.", "probability": 0.0044197582334048885 }, { "score": 6.865096092224121, "text": "In the event a claim of infringement of a Third Party's intellectual property rights arising out of the manufacture, use, sale, promotion or distribution of the Products is brought against either Party, PPI shall defend such action at its cost and expense and take one or more of the following actions simultaneously or sequentially:\n\n (a) Defend the claim and indemnify and hold harmless EKR, its Affiliates, officers, directors, shareholders, employees, representations, consultants and agents (the \"EKR Infringement Indemnitees\") as set forth in Section 13.3 below.\n\n (b) Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based.", "probability": 0.004231297805147982 }, { "score": 5.922154903411865, "text": "In the event a claim of infringement of a Third Party's intellectual property rights arising out of the manufacture, use, sale, promotion or distribution of the Products is brought against either Party, PPI shall defend such action at its cost and expense and take one or more of the following actions simultaneously or sequentially:\n\n (a) Defend the claim and indemnify and hold harmless EKR, its Affiliates, officers, directors, shareholders, employees, representations, consultants and agents (the \"EKR Infringement Indemnitees\") as set forth in Section 13.3 below.\n\n (b) Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based. Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR.", "probability": 0.001648008463210085 }, { "score": 5.638165473937988, "text": "Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR", "probability": 0.0012405789148005886 }, { "score": 5.313728332519531, "text": "(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments;", "probability": 0.0008968568618362601 }, { "score": 5.249876022338867, "text": "by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments; and\n\n (iii) upon any Change of Control (as defined in Section 20.4) of PPI, by repayment to EKR in full of the balance of the Advanced Royalty Payment not previously used for offsets, which payment shall be made to EKR by PPI within ten (10) days after the closing date (without any conditions) of any such Change of Control.", "probability": 0.00084138047442035 }, { "score": 5.222412586212158, "text": "Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based. Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR", "probability": 0.0008185876921478406 }, { "score": 4.9879279136657715, "text": "(b) Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim of infringement was based. Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or sublicensed to EKR at no additional cost to EKR", "probability": 0.00064748514819053 }, { "score": 4.751862525939941, "text": "In the event a claim of infringement of a Third Party's intellectual property rights arising out of the manufacture, use, sale, promotion or distribution of the Products is brought against either Party, PPI shall defend such action at its cost and expense and take one or more of the following actions simultaneously or sequentially:", "probability": 0.0005113378203890412 }, { "score": 4.57874059677124, "text": "\"Third Party\" Means any company, corporation, firm, individual or other entity but excluding a Party to this Agreement or an Affiliate;", "probability": 0.00043005303541591126 }, { "score": 4.475681304931641, "text": "\"Third Party\" Means any company, corporation, firm, individual or other entity but excluding a Party to this Agreement or an Affiliate;", "probability": 0.0003879394409512698 }, { "score": 4.099292755126953, "text": "EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory.", "probability": 0.0002662566511653476 }, { "score": 4.024683475494385, "text": "EKR may appoint sub-distributors under this Agreement provided that EKR:", "probability": 0.0002471144075823496 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Document Name": [ { "score": 11.535297393798828, "text": "ENDORSEMENT", "probability": 0.23058094097020246 }, { "score": 11.26939582824707, "text": "ENDORSEMENT", "probability": 0.17674365202319656 }, { "score": 11.215006828308105, "text": "ENDORSEMENT", "probability": 0.1673874841597772 }, { "score": 11.196593284606934, "text": "ENDORSEMENT", "probability": 0.16433349111212248 }, { "score": 10.368553161621094, "text": "ASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT", "probability": 0.07179807912069304 }, { "score": 10.163806915283203, "text": "ENDORSEMENT\n\nContract Number: ENDORSEMENT", "probability": 0.05850495644268118 }, { "score": 9.369697570800781, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 0.026443281849178654 }, { "text": "", "score": 9.18128490447998, "probability": 0.0219022520607912 }, { "score": 8.862849235534668, "text": "Contract Number: ENDORSEMENT", "probability": 0.015929198303006993 }, { "score": 8.79934310913086, "text": "ASSIGNMENT", "probability": 0.014949048764390294 }, { "score": 8.64631175994873, "text": "Contract Number: ENDORSEMENT", "probability": 0.012827820909533721 }, { "score": 8.318497657775879, "text": "ENDORSEMENT\n\nContract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 0.009242405790094875 }, { "score": 7.920520782470703, "text": "Contract Number: ENDORSEMENT", "probability": 0.006207916567966518 }, { "score": 7.76713228225708, "text": "Contract Number: ENDORSEMENT", "probability": 0.005325128502017545 }, { "score": 7.333033561706543, "text": "ENDORSEMENT", "probability": 0.0034498754280786093 }, { "score": 7.304263114929199, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 0.003352035173360383 }, { "score": 7.303933620452881, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 0.0033509308782259007 }, { "score": 7.267666339874268, "text": "ENDORSEMENT (continued)", "probability": 0.003231579092043411 }, { "score": 7.053618431091309, "text": "ENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT", "probability": 0.0026088851695268878 }, { "score": 6.699578285217285, "text": "ENDORSEMENT\n", "probability": 0.0018310376831119442 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Parties": [ { "text": "", "score": 10.937625885009766, "probability": 0.3925329241708781 }, { "score": 9.243202209472656, "text": "Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 0.07211028919604678 }, { "score": 9.211045265197754, "text": "Thrivent Life Insurance Company", "probability": 0.06982832970539907 }, { "score": 9.151180267333984, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 0.06577072294474354 }, { "score": 8.847247123718262, "text": "Thrivent Financial for Lutherans", "probability": 0.048532887243986765 }, { "score": 8.75522518157959, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans", "probability": 0.04426612507342053 }, { "score": 8.672880172729492, "text": "A Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 0.040767072322989754 }, { "score": 8.543413162231445, "text": "Thrivent Financial", "probability": 0.035816464652054306 }, { "score": 8.451391220092773, "text": "Thrivent Life Insurance Company Thrivent Financial", "probability": 0.03266766504133791 }, { "score": 8.117478370666504, "text": "Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company", "probability": 0.023393843807453005 }, { "score": 8.093486785888672, "text": "Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 0.022839267602227264 }, { "score": 8.039749145507812, "text": "Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society\n\n625 Fourth Avenue South. 4321 North Ballard Road Minneapolis, MN 55415 Appleton, WI 54919-0001\n\nMinneapolis, MN Appleton, WI\n\nHome Office. Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 0.0216443332695172 }, { "score": 8.025456428527832, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company", "probability": 0.021337177215993562 }, { "score": 8.00146484375, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 0.020831356502301997 }, { "score": 7.947726726531982, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society\n\n625 Fourth Avenue South. 4321 North Ballard Road Minneapolis, MN 55415 Appleton, WI 54919-0001\n\nMinneapolis, MN Appleton, WI\n\nHome Office. Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 0.019741465245203406 }, { "score": 7.675625801086426, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 0.015038601563058083 }, { "score": 7.639665603637695, "text": "Fraternal Benefit Society", "probability": 0.014507418446139106 }, { "score": 7.54715633392334, "text": "A Stock Life Insurance Company", "probability": 0.013225553981878168 }, { "score": 7.523164749145508, "text": "A Stock Life Insurance Company.", "probability": 0.012912028013266654 }, { "score": 7.46942663192749, "text": "A Stock Life Insurance Company. A Fraternal Benefit Society\n\n625 Fourth Avenue South. 4321 North Ballard Road Minneapolis, MN 55415 Appleton, WI 54919-0001\n\nMinneapolis, MN Appleton, WI\n\nHome Office. Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 0.01223647400210486 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Agreement Date": [ { "score": 15.13282585144043, "text": "July 1, 2019", "probability": 0.9634098896793085 }, { "score": 11.022418022155762, "text": "Effective Date: July 1, 2019", "probability": 0.01580096683503279 }, { "text": "", "score": 10.482634544372559, "probability": 0.00920997975829369 }, { "score": 9.862800598144531, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 0.004955280155980409 }, { "score": 9.862053871154785, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 0.004951581295737448 }, { "score": 7.41571569442749, "text": "July 1, 2019\n", "probability": 0.0004288572365054934 }, { "score": 6.953858852386475, "text": "July 1", "probability": 0.00027022832221035574 }, { "score": 6.950307369232178, "text": "1, 2019", "probability": 0.00026927031305984145 }, { "score": 6.8386993408203125, "text": "July", "probability": 0.0002408339586770787 }, { "score": 6.344400405883789, "text": "July 1,", "probability": 0.00014690833090316266 }, { "score": 5.752392292022705, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 8.12719289123295e-05 }, { "score": 5.751645565032959, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 8.121126362252548e-05 }, { "score": 5.682304382324219, "text": ", 2019", "probability": 7.577078297021536e-05 }, { "score": 4.729916572570801, "text": "2019", "probability": 2.9233782037415084e-05 }, { "score": 4.160989761352539, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 1.6550199372551477e-05 }, { "score": 3.817122220993042, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 1.1734469340839632e-05 }, { "score": 3.305307388305664, "text": "Effective Date: July 1, 2019\n", "probability": 7.033720343086558e-06 }, { "score": 2.967223644256592, "text": "Date: July 1, 2019", "probability": 5.015996127668514e-06 }, { "score": 2.8434505462646484, "text": "Effective Date: July 1", "probability": 4.4320353847749095e-06 }, { "score": 2.7282910346984863, "text": "Effective Date: July", "probability": 3.949936179825515e-06 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Effective Date": [ { "score": 15.118880271911621, "text": "July 1, 2019", "probability": 0.8808865499945269 }, { "score": 12.74581527709961, "text": "Effective Date: July 1, 2019", "probability": 0.08209391105329598 }, { "text": "", "score": 11.294795989990234, "probability": 0.019237174166278966 }, { "score": 10.347611427307129, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 0.007460780242642522 }, { "score": 10.34682846069336, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 0.00745494098706925 }, { "score": 7.974546909332275, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 0.0006953051124313212 }, { "score": 7.973763942718506, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 0.0006947609248100744 }, { "score": 7.922199249267578, "text": "July 1, 2019\n", "probability": 0.0006598437732841221 }, { "score": 6.907740116119385, "text": "1, 2019", "probability": 0.00023925835867358202 }, { "score": 6.487843036651611, "text": "July", "probability": 0.00015722012402682965 }, { "score": 6.430723190307617, "text": "July 1", "probability": 0.00014849139952302068 }, { "score": 5.7126240730285645, "text": "July 1,", "probability": 7.241604737206457e-05 }, { "score": 5.549134731292725, "text": "Effective Date: July 1, 2019\n", "probability": 6.149393683359914e-05 }, { "score": 5.343364715576172, "text": ", 2019", "probability": 5.0057310857070904e-05 }, { "score": 4.69951868057251, "text": "2019", "probability": 2.6293520267353166e-05 }, { "score": 4.114778518676758, "text": "Effective Date: July", "probability": 1.4652080942974218e-05 }, { "score": 4.103115081787109, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 1.4482180061741951e-05 }, { "score": 4.057658672332764, "text": "Effective Date: July 1", "probability": 1.3838610156391538e-05 }, { "score": 3.8121845722198486, "text": "Effective Date:", "probability": 1.0826408953736991e-05 }, { "score": 3.4719057083129883, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 7.703767992951419e-06 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Expiration Date": [ { "text": "", "score": 11.497896194458008, "probability": 0.41421547496678146 }, { "score": 11.23000431060791, "text": "July 1, 2019", "probability": 0.31687089686479347 }, { "score": 11.035634994506836, "text": "Effective Date: July 1, 2019", "probability": 0.26089684763418663 }, { "score": 6.05496072769165, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 0.0017922124148403878 }, { "score": 6.050177097320557, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 0.0017836596061485866 }, { "score": 5.860590934753418, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 0.0014756241453172452 }, { "score": 5.855807304382324, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 0.0014685821613920167 }, { "score": 5.031125068664551, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 0.00064378863296509 }, { "score": 3.974632501602173, "text": "1, 2019", "probability": 0.00022382799904402251 }, { "score": 3.607215166091919, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 0.0001550054937714021 }, { "score": 3.3389387130737305, "text": "2019", "probability": 0.0001185321352030058 }, { "score": 2.81522536277771, "text": "July 1, 2019\n", "probability": 7.020859620961347e-05 }, { "score": 2.6796956062316895, "text": ", 2019", "probability": 6.130987973091338e-05 }, { "score": 2.6208555698394775, "text": "Effective Date: July 1, 2019\n", "probability": 5.7806484832860107e-05 }, { "score": 2.388134002685547, "text": "\n\nEffective Date: July 1, 2019", "probability": 4.580436519767008e-05 }, { "score": 2.326909065246582, "text": "Date: July 1, 2019", "probability": 4.3084118939739e-05 }, { "score": 2.0461292266845703, "text": "\nEffective Date: July 1, 2019", "probability": 3.253689318940373e-05 }, { "score": 1.433727741241455, "text": "July 1,", "probability": 1.7636544389950116e-05 }, { "score": 1.2393579483032227, "text": "Effective Date: July 1,", "probability": 1.4521108394446393e-05 }, { "score": 1.1006174087524414, "text": "July", "probability": 1.263995467202262e-05 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Renewal Term": [ { "text": "", "score": 11.314590454101562, "probability": 0.9997480693413138 }, { "score": 2.268674373626709, "text": "July 1, 2019", "probability": 0.00011784173732044375 }, { "score": 2.09623384475708, "text": "Effective Date: July 1, 2019", "probability": 9.917658877845896e-05 }, { "score": 0.03081536293029785, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 1.2572143138807191e-05 }, { "score": -0.5878182649612427, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 6.772361717295316e-06 }, { "score": -0.7270527482032776, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 5.89211722050572e-06 }, { "score": -0.8994933366775513, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 4.9588546899386255e-06 }, { "score": -2.470334053039551, "text": "1, 2019", "probability": 1.030798854398938e-06 }, { "score": -2.607917308807373, "text": "2019", "probability": 8.983018176254446e-07 }, { "score": -2.6379008293151855, "text": "ENDORSEMENT\n\nContract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 8.717673528580262e-07 }, { "score": -2.964911937713623, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 6.286102829549932e-07 }, { "score": -3.3073606491088867, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 4.463318668247157e-07 }, { "score": -3.583545446395874, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 3.386198101528664e-07 }, { "score": -4.711151123046875, "text": "Contract Number: ENDORSEMENT", "probability": 1.0964767791560897e-07 }, { "score": -5.06069803237915, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account.", "probability": 7.730242976840953e-08 }, { "score": -5.118483066558838, "text": "Effective", "probability": 7.296211646323373e-08 }, { "score": -5.205971717834473, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 6.685002667742559e-08 }, { "score": -5.233138561248779, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account.", "probability": 6.505836949662164e-08 }, { "score": -5.329784393310547, "text": "ENDORSEMENT", "probability": 5.906502922154612e-08 }, { "score": -5.466061592102051, "text": "1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 5.15401867359448e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.645792961120605, "probability": 0.9999000233460279 }, { "score": 1.7896816730499268, "text": "July 1, 2019", "probability": 5.242058135918014e-05 }, { "score": 0.08348339796066284, "text": "Effective Date: July 1, 2019", "probability": 9.51720309553855e-06 }, { "score": 0.06398200988769531, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 9.333402433597248e-06 }, { "score": 0.06264269351959229, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 9.320910422192827e-06 }, { "score": 0.06180572509765625, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 9.313112378319216e-06 }, { "score": -1.6422162055969238, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.6945232106232182e-06 }, { "score": -1.6435556411743164, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.6922550253313403e-06 }, { "score": -1.644392490386963, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.6908394554376823e-06 }, { "score": -1.809354305267334, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 1.4337068741123188e-06 }, { "score": -2.1190133094787598, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 1.051906577498508e-06 }, { "score": -3.158872365951538, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 3.718537114805127e-07 }, { "score": -3.1602115631103516, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 3.713560593481407e-07 }, { "score": -3.161048650741577, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 3.710453318552945e-07 }, { "score": -3.5350539684295654, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.5526926411245555e-07 }, { "score": -3.536393165588379, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 2.5492763704328156e-07 }, { "score": -3.5372204780578613, "text": "1, 2019", "probability": 2.547168194483769e-07 }, { "score": -3.5372302532196045, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.547143295624376e-07 }, { "score": -3.844712972640991, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.8729031910330342e-07 }, { "score": -3.8460521697998047, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.870396683129609e-07 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Governing Law": [ { "text": "", "score": 11.972367286682129, "probability": 0.9999973207755986 }, { "score": -2.7187113761901855, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 4.1662414934352697e-07 }, { "score": -2.7193527221679688, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 4.163570347866774e-07 }, { "score": -2.719615936279297, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 4.1624745816146044e-07 }, { "score": -3.1140189170837402, "text": "July 1, 2019", "probability": 2.8058506862862434e-07 }, { "score": -3.6307153701782227, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.6736557652501001e-07 }, { "score": -3.631356954574585, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.6725823182164892e-07 }, { "score": -3.631619930267334, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.6721425275523384e-07 }, { "score": -4.0260233879089355, "text": "Effective Date: July 1, 2019", "probability": 1.1271612424995608e-07 }, { "score": -4.557391166687012, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 6.625458727455376e-08 }, { "score": -4.558032989501953, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 6.621207721226962e-08 }, { "score": -4.558295726776123, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 6.619468311672443e-08 }, { "score": -4.7424235343933105, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 5.506268902694568e-08 }, { "score": -4.743064880371094, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 5.502738611471278e-08 }, { "score": -4.743328094482422, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 5.501290403620521e-08 }, { "score": -5.137731075286865, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 3.708322814183069e-08 }, { "score": -5.228051662445068, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 3.388065520512911e-08 }, { "score": -5.228693008422852, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 3.3858932949673796e-08 }, { "score": -5.24999475479126, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 3.3145306279500426e-08 }, { "score": -5.250636100769043, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 3.312405548591959e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Most Favored Nation": [ { "text": "", "score": 11.888946533203125, "probability": 0.9998368381022231 }, { "score": 2.9379935264587402, "text": "Dividends are applied as payment of a Net Premium.", "probability": 0.00012959243055612958 }, { "score": 1.346968173980713, "text": "Payment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 2.6400132353549623e-05 }, { "score": -0.8925254344940186, "text": "Dividends are applied as payment of a Net Premium", "probability": 2.8119421889916074e-06 }, { "score": -2.367482900619507, "text": "Payment of Premium.", "probability": 6.433399176796484e-07 }, { "score": -2.483550786972046, "text": "Payment of Premium. Dividends are applied as payment of a Net Premium", "probability": 5.728393675566972e-07 }, { "score": -2.5080339908599854, "text": "D", "probability": 5.58984719674452e-07 }, { "score": -2.8293797969818115, "text": "Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 4.05360312282854e-07 }, { "score": -3.0718796253204346, "text": "You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 3.1807159635614904e-07 }, { "score": -3.2412497997283936, "text": "If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash. Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing.\n\nCash. Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 2.6851487930105793e-07 }, { "score": -3.322263479232788, "text": "The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash. Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing.\n\nCash. Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 2.4761934041742216e-07 }, { "score": -3.3518669605255127, "text": "You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society.", "probability": 2.403963856964911e-07 }, { "score": -3.593522787094116, "text": "The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society.", "probability": 1.887896328476234e-07 }, { "score": -3.7115635871887207, "text": "Net Premium.", "probability": 1.6776975632467531e-07 }, { "score": -3.736457586288452, "text": "Cash. Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 1.6364485186431594e-07 }, { "score": -3.9111602306365967, "text": "Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash. Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing.\n\nCash. Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 1.3741367446849956e-07 }, { "score": -3.9988462924957275, "text": "Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing.\n\nCash. Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 1.2587757857562296e-07 }, { "score": -4.099059104919434, "text": "Payment of Premium. D", "probability": 1.13874506698395e-07 }, { "score": -4.16741943359375, "text": "Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash. Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing.\n\nCash. Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 1.0635012265279857e-07 }, { "score": -4.2436323165893555, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 9.854603623562217e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Compete": [ { "text": "", "score": 11.418924331665039, "probability": 0.9999983225538981 }, { "score": -3.2260897159576416, "text": "Nonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 4.3626511124608173e-07 }, { "score": -3.281482696533203, "text": "Nonparticipating", "probability": 4.1275621131528485e-07 }, { "score": -4.271551132202148, "text": "Nonparticipating Eligible for annual dividends", "probability": 1.5336009153974112e-07 }, { "score": -5.188717842102051, "text": "Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 6.129032411672941e-08 }, { "score": -5.239330768585205, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 5.826543636123724e-08 }, { "score": -5.244110584259033, "text": "Service Center\n\nNonparticipating", "probability": 5.798760284074663e-08 }, { "score": -5.246964454650879, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 5.782234965565111e-08 }, { "score": -5.247865676879883, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 5.777026234345545e-08 }, { "score": -5.440598487854004, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.7643268001358884e-08 }, { "score": -5.507866859436035, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.4543799716633824e-08 }, { "score": -5.545723915100098, "text": "the company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 4.2889022728385444e-08 }, { "score": -5.591687202453613, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.096232023053664e-08 }, { "score": -5.653725624084473, "text": "Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 3.8498304591873685e-08 }, { "score": -5.720670223236084, "text": "A Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 3.600542438972577e-08 }, { "score": -5.743729114532471, "text": "Signed for Thrivent Financial for Lutherans", "probability": 3.518467833607949e-08 }, { "score": -6.056085586547852, "text": "Service Center", "probability": 2.5745355483953883e-08 }, { "score": -6.118642807006836, "text": "Nonparticip", "probability": 2.4184139381254917e-08 }, { "score": -6.1624908447265625, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.3146625035649117e-08 }, { "score": -6.163392066955566, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.3125774179679278e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Exclusivity": [ { "text": "", "score": 12.115230560302734, "probability": 0.9999997150072044 }, { "score": -4.328407287597656, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 7.221355019011002e-08 }, { "score": -4.329566955566406, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 7.212985498774714e-08 }, { "score": -5.982956886291504, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.3805652439402522e-08 }, { "score": -5.984116554260254, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.378965174601983e-08 }, { "score": -6.3044586181640625, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.000991771973625e-08 }, { "score": -6.356639862060547, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 9.50098169506497e-09 }, { "score": -6.357799530029297, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 9.489970097054333e-09 }, { "score": -6.390192031860352, "text": ". (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 9.187491687627229e-09 }, { "score": -6.391188621520996, "text": ".", "probability": 9.17834008935563e-09 }, { "score": -6.391351699829102, "text": ".", "probability": 9.176843423222847e-09 }, { "score": -6.430115699768066, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 8.82791881356789e-09 }, { "score": -6.431275367736816, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 8.817687292619264e-09 }, { "score": -6.484912872314453, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 8.357188939841704e-09 }, { "score": -6.486072540283203, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 8.347502992846114e-09 }, { "score": -6.510448455810547, "text": "Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 8.146484918230864e-09 }, { "score": -7.293667793273926, "text": "Home Office. Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 3.722394702390599e-09 }, { "score": -7.348960876464844, "text": "Home Office. Service Center", "probability": 3.5221588637871596e-09 }, { "score": -7.361534118652344, "text": "Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 3.478151146961136e-09 }, { "score": -7.416827201843262, "text": "Service Center", "probability": 3.2910537090526837e-09 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__No-Solicit Of Customers": [ { "text": "", "score": 11.988176345825195, "probability": 0.9999995560469329 }, { "score": -4.823639869689941, "text": "We, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 4.9971316832886696e-08 }, { "score": -5.016221523284912, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 4.1217689618657276e-08 }, { "score": -5.016427040100098, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 4.120921956075702e-08 }, { "score": -5.127464294433594, "text": "the company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 3.687835349397401e-08 }, { "score": -5.187079429626465, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 3.474409458403488e-08 }, { "score": -5.279959678649902, "text": "We, we, Our, our, Us, us, Society.", "probability": 3.1662384533100136e-08 }, { "score": -5.518166542053223, "text": "We, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 2.4951214668353195e-08 }, { "score": -5.722649574279785, "text": "A Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 2.033695090189074e-08 }, { "score": -5.821991443634033, "text": "the company. the Society\n\nA Stock Life Insurance Company.", "probability": 1.841374881023252e-08 }, { "score": -5.881606101989746, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 1.7348099217055256e-08 }, { "score": -5.924380302429199, "text": "Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 1.6621694583662376e-08 }, { "score": -6.03292179107666, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.491201488439271e-08 }, { "score": -6.033127307891846, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.4908950529484688e-08 }, { "score": -6.05388879776001, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.4602609555312568e-08 }, { "score": -6.054094314575195, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.4599608781868624e-08 }, { "score": -6.097171306610107, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.3984054840387901e-08 }, { "score": -6.126441955566406, "text": "Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 1.3580665021700202e-08 }, { "score": -6.15336799621582, "text": "We, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company", "probability": 1.321987066314196e-08 }, { "score": -6.356420516967773, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 1.0790526035359471e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.669384002685547, "probability": 0.9999052147437217 }, { "score": 1.277618169784546, "text": "This provision applies only to benefits provided through the General Account.", "probability": 3.0681195279743744e-05 }, { "score": 0.9594387412071228, "text": "Nonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 2.2319718082861335e-05 }, { "score": 0.8895232677459717, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.0812526338971176e-05 }, { "score": -0.4798291325569153, "text": "This provision applies only to benefits provided through the General Account.", "probability": 5.292033798632383e-06 }, { "score": -1.0407987833023071, "text": "Nonparticipating", "probability": 3.0199279763985454e-06 }, { "score": -1.3849122524261475, "text": "Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 2.1406713892066332e-06 }, { "score": -1.5530345439910889, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.8094034793518914e-06 }, { "score": -1.6003330945968628, "text": "Nonparticipating Eligible for annual dividends", "probability": 1.7258137371484601e-06 }, { "score": -1.7695128917694092, "text": "Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 1.4572030420660802e-06 }, { "score": -1.8660295009613037, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 1.3231328086592403e-06 }, { "score": -1.9883801937103271, "text": "Signed for Thrivent Financial for Lutherans", "probability": 1.1707581984844553e-06 }, { "score": -2.642807960510254, "text": "participating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 6.084891514996944e-07 }, { "score": -2.892137289047241, "text": "Thrivent Financial for Lutherans", "probability": 4.7420976000594806e-07 }, { "score": -2.9335429668426514, "text": "The following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account.", "probability": 4.549757303642455e-07 }, { "score": -3.312349319458008, "text": "This provision applies only to benefits provided through the General Account", "probability": 3.11511957726014e-07 }, { "score": -3.3177425861358643, "text": "Home Office. Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 3.0983641305569944e-07 }, { "score": -3.3216378688812256, "text": "The following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 3.0863186018213024e-07 }, { "score": -3.3851497173309326, "text": "Service Center\n\nNonparticipating", "probability": 2.8963958137220656e-07 }, { "score": -3.434917449951172, "text": "This", "probability": 2.7557769257701126e-07 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.103988647460938, "probability": 0.9999996090288891 }, { "score": -5.123425483703613, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 3.297835096468882e-08 }, { "score": -5.123629570007324, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 3.29716212216855e-08 }, { "score": -5.123687267303467, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 3.296971890317142e-08 }, { "score": -5.453674793243408, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.3703009074983804e-08 }, { "score": -5.453936576843262, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.3696804828061273e-08 }, { "score": -5.614814281463623, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.017536926427887e-08 }, { "score": -5.615018844604492, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 2.017124254947524e-08 }, { "score": -5.615076065063477, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.017008837473979e-08 }, { "score": -5.694491386413574, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.863022779947952e-08 }, { "score": -5.694695949554443, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.8626417131340163e-08 }, { "score": -5.694753170013428, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.8625351349695222e-08 }, { "score": -5.83461332321167, "text": ".", "probability": 1.6194367155156667e-08 }, { "score": -5.834875106811523, "text": ". That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.6190128290282303e-08 }, { "score": -5.834986686706543, "text": ". (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.618832189824771e-08 }, { "score": -5.835191249847412, "text": ".", "probability": 1.618501070296061e-08 }, { "score": -5.8352484703063965, "text": ". (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.6184084615715338e-08 }, { "score": -5.835461139678955, "text": ".", "probability": 1.6180643122557746e-08 }, { "score": -5.874138355255127, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.556676889723165e-08 }, { "score": -5.874342918395996, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.5563584835774757e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Disparagement": [ { "text": "", "score": 11.327674865722656, "probability": 0.9999987111308691 }, { "score": -4.529171943664551, "text": "The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 1.2985490849814744e-07 }, { "score": -4.54231071472168, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.2815993390945123e-07 }, { "score": -4.545047760009766, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.2780963397829782e-07 }, { "score": -4.667983531951904, "text": "Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 1.1302467417439807e-07 }, { "score": -4.988131523132324, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 8.206061317163251e-08 }, { "score": -4.990868091583252, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 8.183635567451073e-08 }, { "score": -5.307005405426025, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 5.965537640037573e-08 }, { "score": -5.309741973876953, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 5.949234854956714e-08 }, { "score": -5.389604091644287, "text": "If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 5.492593221911386e-08 }, { "score": -5.44004487991333, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 5.222413803337527e-08 }, { "score": -5.440867900848389, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 5.2181174156968465e-08 }, { "score": -5.441371917724609, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 5.2154880591329365e-08 }, { "score": -5.520882606506348, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 4.816858648197989e-08 }, { "score": -5.521705627441406, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.8128959036238614e-08 }, { "score": -5.522209644317627, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 4.8104707340794696e-08 }, { "score": -5.618163108825684, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 4.370342933589158e-08 }, { "score": -5.620899677276611, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 4.3583995404073325e-08 }, { "score": -5.931624412536621, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 3.194338987722359e-08 }, { "score": -5.934360980987549, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 3.185609410417753e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Termination For Convenience": [ { "text": "", "score": 11.430034637451172, "probability": 0.9999993919520584 }, { "score": -5.155305862426758, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 6.267262372091929e-08 }, { "score": -5.155679702758789, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 6.264919854536871e-08 }, { "score": -5.291425704956055, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 5.4696782479985725e-08 }, { "score": -5.432321548461914, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.750851903121304e-08 }, { "score": -5.45888614654541, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.626308972060956e-08 }, { "score": -5.459259986877441, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 4.6245797944170726e-08 }, { "score": -5.525235176086426, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.329319292436916e-08 }, { "score": -5.5754923820495605, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.1171168158332334e-08 }, { "score": -5.575865745544434, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 4.115579921638021e-08 }, { "score": -6.255444526672363, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.0859011576534595e-08 }, { "score": -6.255817890167236, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.085122503676809e-08 }, { "score": -6.310208797454834, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.9747399148508063e-08 }, { "score": -6.310582160949707, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.9740027566772716e-08 }, { "score": -6.362356185913086, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.8744013201938663e-08 }, { "score": -6.660050392150879, "text": "MAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.391796148718771e-08 }, { "score": -6.765296936035156, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.2527593049106144e-08 }, { "score": -6.765670299530029, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.2522916576249433e-08 }, { "score": -6.791147232055664, "text": "The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.2207900930642817e-08 }, { "score": -6.870756149291992, "text": "Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.1273721000089234e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.20739459991455, "probability": 0.9999994124069784 }, { "score": -4.397832870483398, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 6.14385678574095e-08 }, { "score": -4.636788368225098, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 4.8379795644844626e-08 }, { "score": -4.636926174163818, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 4.8373129081047266e-08 }, { "score": -4.637424945831299, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 4.8349007950762505e-08 }, { "score": -4.70619535446167, "text": "Dividends are applied as payment of a Net Premium.", "probability": 4.513578067195146e-08 }, { "score": -4.976387023925781, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 3.444912594752159e-08 }, { "score": -5.040687084197998, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 3.230375783946936e-08 }, { "score": -5.134195327758789, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 2.942001784342916e-08 }, { "score": -5.257889270782471, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 2.5997006028897763e-08 }, { "score": -5.258027076721191, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.5993423733914456e-08 }, { "score": -5.258525848388672, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.5980462183310973e-08 }, { "score": -5.292616844177246, "text": "All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 2.5109689443748744e-08 }, { "score": -5.305512428283691, "text": "Payment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 2.4787964207519997e-08 }, { "score": -5.498744964599609, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 2.043247781912159e-08 }, { "score": -5.49888277053833, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.042966229633767e-08 }, { "score": -5.4993815422058105, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.0419475100361617e-08 }, { "score": -5.690398216247559, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.6868912538053707e-08 }, { "score": -5.690536022186279, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.686658806189319e-08 }, { "score": -5.69103479385376, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.6858177583269437e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Change Of Control": [ { "text": "", "score": 12.198476791381836, "probability": 0.9997759484484956 }, { "score": 2.526571750640869, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 6.301554491064528e-05 }, { "score": 2.229825496673584, "text": "Society membership rights and privileges cannot be transferred or assigned.", "probability": 4.683520607164912e-05 }, { "score": 1.7636629343032837, "text": "You may transfer ownership of this contract in accordance with our bylaws.", "probability": 2.938465573224357e-05 }, { "score": 1.3103851079940796, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.8675169325178048e-05 }, { "score": 1.3102812767028809, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 1.867323035889809e-05 }, { "score": 1.310243844985962, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.8672531400907012e-05 }, { "score": 0.4949380159378052, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.)", "probability": 8.262669388667876e-06 }, { "score": -0.38789302110671997, "text": "The ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 3.417525218525955e-06 }, { "score": -0.6370217800140381, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned", "probability": 2.6638911970971714e-06 }, { "score": -0.8110980987548828, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 2.2382886787280723e-06 }, { "score": -0.8906675577163696, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 2.0670906430619517e-06 }, { "score": -0.9337680339813232, "text": "Society membership rights and privileges cannot be transferred or assigned", "probability": 1.9798907292702247e-06 }, { "score": -1.1508017778396606, "text": "The ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws.", "probability": 1.5936196081571414e-06 }, { "score": -1.487030029296875, "text": "Stock Life Insurance Company.", "probability": 1.1385774822396763e-06 }, { "score": -1.499250888824463, "text": "Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.124747764408662e-06 }, { "score": -1.499392032623291, "text": "Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.1245890244393147e-06 }, { "score": -1.5135127305984497, "text": "the company. the Society\n\nA Stock Life Insurance Company.", "probability": 1.1088206348221634e-06 }, { "score": -1.5665994882583618, "text": "Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 1.0514920985420394e-06 }, { "score": -1.5930821895599365, "text": "the company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 1.0240112371820486e-06 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Anti-Assignment": [ { "score": 12.106943130493164, "text": "Society membership rights and privileges cannot be transferred or assigned.", "probability": 0.3453462378407202 }, { "score": 11.902364730834961, "text": "Society membership rights and privileges cannot be transferred or assigned.", "probability": 0.28145402199132474 }, { "text": "", "score": 11.729361534118652, "probability": 0.2367408079517977 }, { "score": 10.809008598327637, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 0.09431242766462083 }, { "score": 9.465690612792969, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 0.02461349781226369 }, { "score": 7.949440002441406, "text": "Society membership rights and privileges cannot be transferred or assigned", "probability": 0.0054034863934904484 }, { "score": 7.900135517120361, "text": "You may transfer ownership of this contract in accordance with our bylaws.", "probability": 0.005143531410195527 }, { "score": 6.930133819580078, "text": "The ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 0.0019498222036526342 }, { "score": 6.638010501861572, "text": "Society membership rights and privileges cannot be transferred or assigned", "probability": 0.0014558863247795713 }, { "score": 5.884416580200195, "text": "The ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 0.0006852448573715771 }, { "score": 5.5971221923828125, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 0.0005141329258321296 }, { "score": 5.544654369354248, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned", "probability": 0.0004878529456506266 }, { "score": 5.503249168395996, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 0.00046806576923755287 }, { "score": 5.365334510803223, "text": "Society membership rights and privileges", "probability": 0.0004077662775046259 }, { "score": 5.308187484741211, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned", "probability": 0.000385116981022724 }, { "score": 4.468776702880859, "text": "You may transfer ownership of this contract in accordance with our bylaws.", "probability": 0.00016635704517533922 }, { "score": 4.360356330871582, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society", "probability": 0.00014926391504787033 }, { "score": 4.1415486335754395, "text": "Society", "probability": 0.0001199300053415095 }, { "score": 4.051287651062012, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company", "probability": 0.00010957916995201123 }, { "score": 3.820209503173828, "text": "ASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 8.697051501863617e-05 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Revenue/Profit Sharing": [ { "score": 11.395368576049805, "text": "This contract's share, if any, will be credited as a dividend.", "probability": 0.37016844742082833 }, { "text": "", "score": 11.133112907409668, "probability": 0.28477588334801823 }, { "score": 10.252843856811523, "text": "Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend.", "probability": 0.11808839404424591 }, { "score": 9.042181968688965, "text": "This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.", "probability": 0.035190338059376165 }, { "score": 8.604580879211426, "text": "This contract's share, if any, will be credited as a dividend.", "probability": 0.02271829321605983 }, { "score": 8.603004455566406, "text": "This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 0.022682507775377867 }, { "score": 8.37286376953125, "text": "Each year, we will determine our divisible surplus.", "probability": 0.01801947934914147 }, { "score": 8.282453536987305, "text": "This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash. Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing.\n\nCash. Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 0.01646180956414135 }, { "score": 8.039498329162598, "text": "Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend.", "probability": 0.012911106609886881 }, { "score": 8.037921905517578, "text": "Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 0.012890769270486756 }, { "score": 7.909252643585205, "text": "The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend.", "probability": 0.011334398681877257 }, { "score": 7.899656295776367, "text": "Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.", "probability": 0.011226150076272118 }, { "score": 7.88938045501709, "text": "The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 0.011111382621676434 }, { "score": 7.852060317993164, "text": "This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.", "probability": 0.01070434685690538 }, { "score": 7.717370986938477, "text": "Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash. Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing.\n\nCash. Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 0.009355464173868367 }, { "score": 7.688518524169922, "text": "Each year, we will determine our divisible surplus.", "probability": 0.009089392856160103 }, { "score": 7.35493278503418, "text": "It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend.", "probability": 0.006511190905752061 }, { "score": 7.3083600997924805, "text": "It will be based on each member's fair share of the deficiency.", "probability": 0.006214900337785709 }, { "score": 7.286977767944336, "text": "Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.", "probability": 0.006083421943027578 }, { "score": 6.97707986831665, "text": "The Board of Directors will determine the amount of any extra payment.", "probability": 0.004462322889112074 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Price Restrictions": [ { "text": "", "score": 11.461376190185547, "probability": 0.999826372537831 }, { "score": 2.244537115097046, "text": "Dividends are applied as payment of a Net Premium.", "probability": 9.933498650222051e-05 }, { "score": 1.22780442237854, "text": "Payment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 3.593691886163369e-05 }, { "score": 0.797706127166748, "text": "You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.337499479283511e-05 }, { "score": -0.6826062202453613, "text": "Dividends are applied as payment of a Net Premium", "probability": 5.31936803027813e-06 }, { "score": -1.2112011909484863, "text": "Payment of Premium.", "probability": 3.1354087058916057e-06 }, { "score": -1.6993389129638672, "text": "Payment of Premium. Dividends are applied as payment of a Net Premium", "probability": 1.924414589767928e-06 }, { "score": -2.3605806827545166, "text": "D", "probability": 9.934019061337114e-07 }, { "score": -2.649150848388672, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 7.443900482327488e-07 }, { "score": -3.3773133754730225, "text": "Payment of Premium. D", "probability": 3.5938801579161035e-07 }, { "score": -3.405704975128174, "text": "You", "probability": 3.49327902249225e-07 }, { "score": -3.5833168029785156, "text": "Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 2.9248085198945635e-07 }, { "score": -3.636794328689575, "text": "Payment of Premium", "probability": 2.772505681700194e-07 }, { "score": -3.6465883255004883, "text": "Net Premium.", "probability": 2.7454843095077575e-07 }, { "score": -3.7778127193450928, "text": "Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.", "probability": 2.407847268880825e-07 }, { "score": -3.797696352005005, "text": "You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.3604433610164442e-07 }, { "score": -3.8430025577545166, "text": "Dividends are applied as payment of a Net Premium. VB-TL-TFFL (18) page TL-1 @TL18#AA\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)", "probability": 2.255887037791167e-07 }, { "score": -3.9112818241119385, "text": "Dividends are applied as payment of a Net Premium. VB-TL-TFFL (18) page TL-1 @TL18#AA\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following provisions of this contract are amended:\n\nDEFINITIONS\n\nThe DEFINITIONS section of the contract is amended to include the following:\n\nService Center. Where this contract is administered.", "probability": 2.1069975965498858e-07 }, { "score": -3.937478542327881, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.05251788466656e-07 }, { "score": -4.003108501434326, "text": "Cash. Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 1.9221364788639893e-07 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Minimum Commitment": [ { "text": "", "score": 11.75714111328125, "probability": 0.999997745466911 }, { "score": -2.2583260536193848, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 8.187644335112809e-07 }, { "score": -3.2714221477508545, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 2.972876894705586e-07 }, { "score": -3.337980270385742, "text": "If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.", "probability": 2.781448993939516e-07 }, { "score": -4.0480756759643555, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.367352799095862e-07 }, { "score": -4.2210259437561035, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment.", "probability": 1.1501890721027221e-07 }, { "score": -4.574078559875488, "text": "The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 8.080540923419614e-08 }, { "score": -4.779850006103516, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 6.57771466744844e-08 }, { "score": -4.9364776611328125, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 5.6240931369911876e-08 }, { "score": -4.936478614807129, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 5.6240877734405674e-08 }, { "score": -5.015135765075684, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 5.198663696188685e-08 }, { "score": -5.172528266906738, "text": "You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.441575292951192e-08 }, { "score": -5.2741923332214355, "text": "You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.", "probability": 4.012221359437669e-08 }, { "score": -5.383044719696045, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 3.598412069832989e-08 }, { "score": -5.442723274230957, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 3.3899463723604355e-08 }, { "score": -5.442724227905273, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 3.3899431394571875e-08 }, { "score": -5.514840602874756, "text": "If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus.", "probability": 3.154079749014721e-08 }, { "score": -5.5985212326049805, "text": "MAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.9008858142202627e-08 }, { "score": -5.774406909942627, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.433013144053957e-08 }, { "score": -5.774407863616943, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.433010823752917e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Volume Restriction": [ { "text": "", "score": 11.852384567260742, "probability": 0.9999945872883961 }, { "score": -1.663812518119812, "text": "You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.3489251091492542e-06 }, { "score": -1.74879789352417, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.2390224035603106e-06 }, { "score": -2.210507392883301, "text": "Dividends are applied as payment of a Net Premium.", "probability": 7.808385950992737e-07 }, { "score": -3.1343331336975098, "text": "The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 3.0999083212820853e-07 }, { "score": -3.403066635131836, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.369405395843056e-07 }, { "score": -3.453998327255249, "text": "Payment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 2.2517492164685083e-07 }, { "score": -3.5943028926849365, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 1.956980605976482e-07 }, { "score": -3.878037929534912, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.473540106623633e-07 }, { "score": -4.001793384552002, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.3020139869832234e-07 }, { "score": -4.014554977416992, "text": "Dividends are applied as payment of a Net Premium", "probability": 1.2855037868707185e-07 }, { "score": -4.1583709716796875, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.1133068151303539e-07 }, { "score": -4.159197807312012, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.1123866738411188e-07 }, { "score": -4.1615424156188965, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.109781617916417e-07 }, { "score": -4.5307698249816895, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 7.671567322161644e-08 }, { "score": -4.889798641204834, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment.", "probability": 5.357471468146875e-08 }, { "score": -4.919056415557861, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 5.202994620617662e-08 }, { "score": -4.9198832511901855, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 5.198694377312731e-08 }, { "score": -4.92222785949707, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 5.1865197532302895e-08 }, { "score": -4.952962875366211, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 5.029536780902712e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.07845687866211, "probability": 0.9931347485744483 }, { "score": 6.25178337097168, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 0.002927628898093727 }, { "score": 6.040800094604492, "text": "Society membership rights and privileges cannot be transferred or assigned.", "probability": 0.00237075760647668 }, { "score": 4.885987758636475, "text": "You may transfer ownership of this contract in accordance with our bylaws.", "probability": 0.0007470652362117859 }, { "score": 4.058148384094238, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned", "probability": 0.00032646186343607313 }, { "score": 3.84716534614563, "text": "Society membership rights and privileges cannot be transferred or assigned", "probability": 0.0002643648349681555 }, { "score": 2.407470941543579, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred", "probability": 6.265451182854072e-05 }, { "score": 2.1964876651763916, "text": "Society membership rights and privileges cannot be transferred", "probability": 5.0736847349168584e-05 }, { "score": 2.1171188354492188, "text": "The ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 4.686558398247317e-05 }, { "score": 0.8509233593940735, "text": "We, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 1.3211505952947755e-05 }, { "score": 0.7513233423233032, "text": "The ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws.", "probability": 1.1959047393124458e-05 }, { "score": 0.16256237030029297, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society", "probability": 6.637445156919898e-06 }, { "score": 0.06880521774291992, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society", "probability": 6.0434193624089875e-06 }, { "score": -0.04842090606689453, "text": "Society", "probability": 5.374920845871456e-06 }, { "score": -0.07651585340499878, "text": "The ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned", "probability": 5.2260142833008295e-06 }, { "score": -0.12516450881958008, "text": "You may transfer ownership of this contract in accordance with our bylaws", "probability": 4.977860821335349e-06 }, { "score": -0.14217805862426758, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society", "probability": 4.893886117837079e-06 }, { "score": -0.4317307472229004, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 3.663555069346917e-06 }, { "score": -0.514872133731842, "text": "We, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws.", "probability": 3.3712804237099865e-06 }, { "score": -0.5190849304199219, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 3.3571077789028745e-06 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.009611129760742, "probability": 0.9999988129772878 }, { "score": -3.407320022583008, "text": "You may transfer ownership of this contract in accordance with our bylaws.", "probability": 2.0160966924649078e-07 }, { "score": -3.5358433723449707, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 1.7729413762581226e-07 }, { "score": -4.002704620361328, "text": "These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 1.1115758729022734e-07 }, { "score": -4.006134986877441, "text": "These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend.", "probability": 1.1077692929627322e-07 }, { "score": -4.098897933959961, "text": "Society membership rights and privileges cannot be transferred or assigned.", "probability": 1.0096314872995195e-07 }, { "score": -4.677854537963867, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 5.658811507756985e-08 }, { "score": -4.680826187133789, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 5.6420204661360464e-08 }, { "score": -4.702243328094482, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 5.522469310236151e-08 }, { "score": -5.0243144035339355, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 4.0018390727015314e-08 }, { "score": -5.027286529541016, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 3.989962760408205e-08 }, { "score": -5.195488929748535, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 3.3722477070462016e-08 }, { "score": -5.201534748077393, "text": "Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 3.351921217096558e-08 }, { "score": -5.204965114593506, "text": "Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend.", "probability": 3.340442597980251e-08 }, { "score": -5.265297889709473, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 3.14486365873381e-08 }, { "score": -5.372216701507568, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society", "probability": 2.8259701615491293e-08 }, { "score": -5.725038528442383, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.9858159720690263e-08 }, { "score": -5.728010177612305, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.979923583076598e-08 }, { "score": -5.758543491363525, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 1.920383557855303e-08 }, { "score": -5.831396579742432, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT", "probability": 1.7854524337948213e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__License Grant": [ { "text": "", "score": 11.52952766418457, "probability": 0.9999974353548053 }, { "score": -3.6636743545532227, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 2.5215935620876074e-07 }, { "score": -3.6641364097595215, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.520428715786448e-07 }, { "score": -3.6658854484558105, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.5160242413522347e-07 }, { "score": -3.913393020629883, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.9643716073813286e-07 }, { "score": -3.9138550758361816, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.9634641689125117e-07 }, { "score": -3.9156041145324707, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.9600329956044534e-07 }, { "score": -4.155660629272461, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.5417294300522023e-07 }, { "score": -4.15612268447876, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.5410172304927706e-07 }, { "score": -4.157871723175049, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.5383242874422984e-07 }, { "score": -4.546244144439697, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 1.0432295913043992e-07 }, { "score": -4.546706199645996, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.0427476729853801e-07 }, { "score": -4.548455238342285, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.040925460979052e-07 }, { "score": -4.644986152648926, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 9.451414023897914e-08 }, { "score": -4.645447731018066, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 9.447052462305371e-08 }, { "score": -4.647197246551514, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 9.430539146640412e-08 }, { "score": -5.474882125854492, "text": "Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 4.121711085940963e-08 }, { "score": -5.490757942199707, "text": "July 1, 2019", "probability": 4.056792241056659e-08 }, { "score": -5.5017194747924805, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 4.012566414930816e-08 }, { "score": -5.5034685134887695, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 4.005554414916909e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Transferable License": [ { "text": "", "score": 11.906097412109375, "probability": 0.9959677822229112 }, { "score": 6.002798080444336, "text": "Society membership rights and privileges cannot be transferred or assigned.", "probability": 0.0027194117219749726 }, { "score": 4.894221305847168, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 0.0008974829137848547 }, { "score": 3.7870304584503174, "text": "You may transfer ownership of this contract in accordance with our bylaws.", "probability": 0.00029660557776816954 }, { "score": 2.5219645500183105, "text": "You may transfer ownership of this contract in accordance with our bylaws.", "probability": 8.37082322404934e-05 }, { "score": 0.16584539413452148, "text": "Society", "probability": 7.934482789153396e-06 }, { "score": 0.08643102645874023, "text": "Society membership rights and privileges cannot be transferred or assigned", "probability": 7.32874145417592e-06 }, { "score": -0.9427316188812256, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society", "probability": 2.618603493412922e-06 }, { "score": -1.0221459865570068, "text": "You may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned", "probability": 2.418691738856596e-06 }, { "score": -1.1347450017929077, "text": "The ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 2.1611225266645576e-06 }, { "score": -1.2239112854003906, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 1.976764646584006e-06 }, { "score": -1.3728890419006348, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 1.703157250677489e-06 }, { "score": -1.4183926582336426, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society\n\n625 Fourth Avenue South. 4321 North Ballard Road Minneapolis, MN 55415 Appleton, WI 54919-0001\n\nMinneapolis, MN Appleton, WI\n\nHome Office. Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 1.6273942540746975e-06 }, { "score": -1.6088804006576538, "text": "membership rights and privileges cannot be transferred or assigned.", "probability": 1.345132304818473e-06 }, { "score": -1.785841464996338, "text": "Society membership rights and privileges", "probability": 1.1269685308965481e-06 }, { "score": -1.8565306663513184, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans", "probability": 1.0500545449767522e-06 }, { "score": -1.9051388502120972, "text": ".", "probability": 1.0002339539192808e-06 }, { "score": -1.989767074584961, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society", "probability": 9.190687978213428e-07 }, { "score": -2.0078625679016113, "text": "Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company", "probability": 9.025873641000816e-07 }, { "score": -2.014822006225586, "text": "The Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned.", "probability": 8.963276702493024e-07 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Affiliate License-Licensor": [ { "text": "", "score": 11.880186080932617, "probability": 0.9999993398074685 }, { "score": -4.392955780029297, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 8.563750380767715e-08 }, { "score": -4.614645957946777, "text": "the Company the Society\n\nthe company. the Society", "probability": 6.860964605368737e-08 }, { "score": -4.615145206451416, "text": "the company. the Society", "probability": 6.857540133951374e-08 }, { "score": -4.976319313049316, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 4.778729373760989e-08 }, { "score": -4.9764814376831055, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.777954686810907e-08 }, { "score": -5.024701118469238, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.553029722104304e-08 }, { "score": -5.285371780395508, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 3.508267137079651e-08 }, { "score": -5.2858710289001465, "text": "the company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 3.5065160771009995e-08 }, { "score": -5.661494255065918, "text": "All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.408489404244089e-08 }, { "score": -5.725572109222412, "text": "Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society", "probability": 2.258999223172323e-08 }, { "score": -5.820647239685059, "text": "Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.0541184198729855e-08 }, { "score": -5.820809364318848, "text": "Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.0537854236705774e-08 }, { "score": -5.825551986694336, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.0440681558455034e-08 }, { "score": -5.825714111328125, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.0437367889063947e-08 }, { "score": -5.852219581604004, "text": "the Company the Society", "probability": 1.9902781865906753e-08 }, { "score": -5.855570316314697, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.9836204527659395e-08 }, { "score": -5.8557329177856445, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.9832979393838043e-08 }, { "score": -5.900469779968262, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 1.89652681804977e-08 }, { "score": -5.9009690284729, "text": "the company. the Society\n\nA Stock Life Insurance Company.", "probability": 1.8955802161862955e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.072844505310059, "probability": 0.999994068583124 }, { "score": -1.8218324184417725, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 9.238807286479563e-07 }, { "score": -1.9783780574798584, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 7.900034738437962e-07 }, { "score": -2.057921886444092, "text": "the company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 7.295978659214227e-07 }, { "score": -2.126605749130249, "text": "the Company the Society\n\nthe company. the Society", "probability": 6.811684627253075e-07 }, { "score": -2.2144675254821777, "text": "the company. the Society\n\nA Stock Life Insurance Company.", "probability": 6.23873656754859e-07 }, { "score": -2.3626952171325684, "text": "the company. the Society", "probability": 5.379255582748862e-07 }, { "score": -3.1000354290008545, "text": "the Company the Society", "probability": 2.5733531734093135e-07 }, { "score": -3.18011474609375, "text": "A Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 2.3753159687707162e-07 }, { "score": -3.336660385131836, "text": "A Stock Life Insurance Company.", "probability": 2.0311148491555437e-07 }, { "score": -3.507903814315796, "text": "A Fraternal Benefit Society", "probability": 1.711450745296042e-07 }, { "score": -3.599181890487671, "text": "We, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 1.562150384584898e-07 }, { "score": -3.755727529525757, "text": "We, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 1.3357830640049486e-07 }, { "score": -3.9039552211761475, "text": "We, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society", "probability": 1.1517586015357967e-07 }, { "score": -4.1937785148620605, "text": "the Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company", "probability": 8.619713024893994e-08 }, { "score": -4.429867744445801, "text": "the company. the Society\n\nA Stock Life Insurance Company", "probability": 6.807075342309357e-08 }, { "score": -4.595237731933594, "text": "Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 5.7695412729677975e-08 }, { "score": -4.634601593017578, "text": "Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 5.546841763637916e-08 }, { "score": -4.671926498413086, "text": "the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 5.343622580291079e-08 }, { "score": -4.738262176513672, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 5.0006511336941665e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.544906616210938, "probability": 0.9999982591019652 }, { "score": -3.479727029800415, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 2.9845836728864225e-07 }, { "score": -3.597914695739746, "text": "Payment of Premium. Dividends are applied as payment of a Net Premium. VB-TL-TFFL (18) page TL-1 @TL18#AA\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following provisions of this contract are amended:\n\nDEFINITIONS\n\nThe DEFINITIONS section of the contract is amended to include the following:\n\nService Center. Where this contract is administered. Our Service Center address is 4321 North Ballard Road, Appleton, WI 54919-0001.\n\nAnd in the DEFINITIONS section, the definition:\n\nWe, Our, Us. Lutheran Brotherhood Variable Insurance Products Company.\n\nWhich previously was amended to read:\n\nWe, Our, Us. Thrivent Life Insurance Company.\n\nIs amended to read:\n\nWe, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them.", "probability": 2.651890012661249e-07 }, { "score": -3.9142374992370605, "text": "Dividends are applied as payment of a Net Premium. VB-TL-TFFL (18) page TL-1 @TL18#AA\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following provisions of this contract are amended:\n\nDEFINITIONS\n\nThe DEFINITIONS section of the contract is amended to include the following:\n\nService Center. Where this contract is administered. Our Service Center address is 4321 North Ballard Road, Appleton, WI 54919-0001.\n\nAnd in the DEFINITIONS section, the definition:\n\nWe, Our, Us. Lutheran Brotherhood Variable Insurance Products Company.\n\nWhich previously was amended to read:\n\nWe, Our, Us. Thrivent Life Insurance Company.\n\nIs amended to read:\n\nWe, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them.", "probability": 1.9327614716635597e-07 }, { "score": -4.087393283843994, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.6254651321668674e-07 }, { "score": -4.772183418273926, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 8.19553069565262e-08 }, { "score": -4.838968276977539, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 7.666070089837619e-08 }, { "score": -4.985341548919678, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 6.622221170528093e-08 }, { "score": -4.985464572906494, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 6.62140652858939e-08 }, { "score": -5.049022197723389, "text": "Dividends are applied as payment of a Net Premium.", "probability": 6.213660589079106e-08 }, { "score": -5.053612232208252, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 6.185205028659253e-08 }, { "score": -5.053735256195068, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 6.184444146881664e-08 }, { "score": -5.216293811798096, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 5.256569223357042e-08 }, { "score": -5.216416835784912, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 5.255922579031405e-08 }, { "score": -5.395153522491455, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 4.3956651598014915e-08 }, { "score": -5.3952765464782715, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 4.395124420811438e-08 }, { "score": -5.4154157638549805, "text": "Payment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 4.3074954063420856e-08 }, { "score": -5.557898998260498, "text": "Our Service Center address is 4321 North Ballard Road, Appleton, WI 54919-0001.\n\nAnd in the DEFINITIONS section, the definition:\n\nWe, Our, Us. Lutheran Brotherhood Variable Insurance Products Company.\n\nWhich previously was amended to read:\n\nWe, Our, Us. Thrivent Life Insurance Company.\n\nIs amended to read:\n\nWe, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them.", "probability": 3.735469033384942e-08 }, { "score": -5.598790168762207, "text": "Lutheran Brotherhood Variable Insurance Products Company.\n\nWhich previously was amended to read:\n\nWe, Our, Us. Thrivent Life Insurance Company.\n\nIs amended to read:\n\nWe, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them.", "probability": 3.585802212082427e-08 }, { "score": -5.616682529449463, "text": "This provision applies only to benefits provided through the General Account.", "probability": 3.522214310775459e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.023265838623047, "probability": 0.9999997639393277 }, { "score": -5.471016883850098, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.525395755806421e-08 }, { "score": -5.471105575561523, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 2.525171784067177e-08 }, { "score": -5.514311790466309, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.418392053922604e-08 }, { "score": -5.514400482177734, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 2.4181775721039634e-08 }, { "score": -5.979887962341309, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.5182019498661682e-08 }, { "score": -5.979976177215576, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.5180680277790946e-08 }, { "score": -6.17753791809082, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.2459231625616962e-08 }, { "score": -6.177626609802246, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.2458126644043115e-08 }, { "score": -6.3490190505981445, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.0495858089400762e-08 }, { "score": -6.34910774230957, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.0494927235064071e-08 }, { "score": -6.629707336425781, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 7.927140879752088e-09 }, { "score": -6.715343475341797, "text": ".", "probability": 7.276545911582675e-09 }, { "score": -6.716082572937012, "text": ". (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 7.2711698209705065e-09 }, { "score": -6.7161712646484375, "text": ".", "probability": 7.2705249570724804e-09 }, { "score": -6.758391380310059, "text": ".", "probability": 6.969952305708987e-09 }, { "score": -6.759305477142334, "text": ". Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 6.963584005450206e-09 }, { "score": -6.759461879730225, "text": ".", "probability": 6.962494968057113e-09 }, { "score": -7.062777519226074, "text": "Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend.", "probability": 5.140869574295385e-09 }, { "score": -7.063691139221191, "text": "Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 5.136174917952524e-09 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Source Code Escrow": [ { "text": "", "score": 12.118009567260742, "probability": 0.9999969905930532 }, { "score": -1.389857530593872, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.3602118377888451e-06 }, { "score": -1.6827683448791504, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 1.014838652103511e-06 }, { "score": -4.411689281463623, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 6.625851459591629e-08 }, { "score": -4.49151611328125, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 6.117491054167337e-08 }, { "score": -4.598771095275879, "text": "The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 5.495321379794742e-08 }, { "score": -4.624730587005615, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 5.354501346205751e-08 }, { "score": -4.659012317657471, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 5.1740505288003674e-08 }, { "score": -4.659024238586426, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 5.17398884967924e-08 }, { "score": -4.784426689147949, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 4.564191902582488e-08 }, { "score": -4.917641639709473, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 3.9949318792487756e-08 }, { "score": -4.951923370361328, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 3.860299599512755e-08 }, { "score": -4.971497535705566, "text": "If", "probability": 3.7854721880842324e-08 }, { "score": -5.091944694519043, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 3.3559116851900694e-08 }, { "score": -5.212919235229492, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment.", "probability": 2.9735274214048898e-08 }, { "score": -5.735199451446533, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.7637967252643566e-08 }, { "score": -6.0052690505981445, "text": "All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.3463525439895009e-08 }, { "score": -6.028110504150391, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 1.3159484535877852e-08 }, { "score": -6.066006660461426, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.2670121702012561e-08 }, { "score": -6.066019058227539, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.2669964621780798e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Post-Termination Services": [ { "text": "", "score": 12.249048233032227, "probability": 0.9999519874552271 }, { "score": 0.37893396615982056, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 6.9960680031162535e-06 }, { "score": 0.3779301643371582, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 6.989048860806562e-06 }, { "score": 0.3771759867668152, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 6.9837798640470406e-06 }, { "score": 0.36141687631607056, "text": "Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 6.8745843775503e-06 }, { "score": 0.04352903366088867, "text": "If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash.", "probability": 5.002527801069664e-06 }, { "score": -0.12530440092086792, "text": "All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 4.225383011516703e-06 }, { "score": -0.1270623803138733, "text": "All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 4.217961400685722e-06 }, { "score": -1.4501619338989258, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities.", "probability": 1.1232793266067145e-06 }, { "score": -1.6538844108581543, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.)", "probability": 9.162462673496479e-07 }, { "score": -1.801997423171997, "text": "That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 7.901099927076313e-07 }, { "score": -1.9544003009796143, "text": "All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities.", "probability": 6.784218480606249e-07 }, { "score": -1.9548345804214478, "text": "If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash. Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing.", "probability": 6.781272873645782e-07 }, { "score": -2.1566452980041504, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 5.541992572526487e-07 }, { "score": -2.158403158187866, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 5.532259082008941e-07 }, { "score": -2.698218584060669, "text": "Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 3.2245094178099916e-07 }, { "score": -2.6999764442443848, "text": "Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 3.2188461601582976e-07 }, { "score": -2.8733723163604736, "text": "Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.706420973013704e-07 }, { "score": -2.8751301765441895, "text": "Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.7016676424141816e-07 }, { "score": -2.9752113819122314, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract.", "probability": 2.444371469808817e-07 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Audit Rights": [ { "text": "", "score": 12.136002540588379, "probability": 0.9999962932247722 }, { "score": -0.9984029531478882, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.976052874752992e-06 }, { "score": -2.1306395530700684, "text": "You may direct inquiries to:", "probability": 6.36904699784311e-07 }, { "score": -2.7687339782714844, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans", "probability": 3.364755919221827e-07 }, { "score": -2.874934673309326, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 3.025737097146113e-07 }, { "score": -3.8885860443115234, "text": "You may direct inquiries to", "probability": 1.0980142918685134e-07 }, { "score": -3.9955101013183594, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836", "probability": 9.866689583029306e-08 }, { "score": -4.645265579223633, "text": "Thrivent Financial for Lutherans", "probability": 5.152123281396527e-08 }, { "score": -5.0236310958862305, "text": "You", "probability": 3.5291018343021696e-08 }, { "score": -5.529966354370117, "text": "You may", "probability": 2.1269906539690723e-08 }, { "score": -5.710964679718018, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.774839181522948e-08 }, { "score": -5.711119651794434, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.7745641523211564e-08 }, { "score": -5.872041702270508, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836", "probability": 1.5107901533254287e-08 }, { "score": -5.8923540115356445, "text": "direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.4804120853189787e-08 }, { "score": -5.968634605407715, "text": "You may direct inquiries", "probability": 1.3716849726588281e-08 }, { "score": -5.985546112060547, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road", "probability": 1.348682762349383e-08 }, { "score": -6.031726837158203, "text": "Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.2878158700457656e-08 }, { "score": -6.11650276184082, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society", "probability": 1.1831397794054085e-08 }, { "score": -6.225001811981201, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account.", "probability": 1.0614890479660432e-08 }, { "score": -6.25670051574707, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.0283689267723474e-08 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Uncapped Liability": [ { "text": "", "score": 12.331207275390625, "probability": 0.9999998107699345 }, { "score": -5.150787353515625, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.5566196221445562e-08 }, { "score": -5.150909423828125, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 2.556307553835863e-08 }, { "score": -5.424983024597168, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 1.9434995790852663e-08 }, { "score": -5.790807723999023, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.3480586970296231e-08 }, { "score": -5.99511194229126, "text": ".", "probability": 1.0989567679695299e-08 }, { "score": -5.9954328536987305, "text": ". (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.0986041567878729e-08 }, { "score": -5.9955549240112305, "text": ".", "probability": 1.0984700580200455e-08 }, { "score": -6.064429759979248, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.025359742545443e-08 }, { "score": -6.064551830291748, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 1.02523458420046e-08 }, { "score": -6.147037506103516, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 9.440612544324082e-09 }, { "score": -6.147159576416016, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 9.439460196135788e-09 }, { "score": -6.373061180114746, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 7.53076923179363e-09 }, { "score": -6.373183250427246, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved.", "probability": 7.529850004546461e-09 }, { "score": -6.885143756866455, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 4.5127856132870145e-09 }, { "score": -7.065622329711914, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 3.767591894572149e-09 }, { "score": -7.457639694213867, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 2.5457331371152746e-09 }, { "score": -7.5340681076049805, "text": "This provision applies only to benefits provided through the General Account.", "probability": 2.3584161355389715e-09 }, { "score": -7.5538177490234375, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment.", "probability": 2.312295197645723e-09 }, { "score": -7.567249774932861, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 2.2814440491972307e-09 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Cap On Liability": [ { "text": "", "score": 12.080827713012695, "probability": 0.9998300243751664 }, { "score": 2.8395636081695557, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 9.693847152335516e-05 }, { "score": 1.912232518196106, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 3.8349648917408274e-05 }, { "score": 0.9357531070709229, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment.", "probability": 1.4443810185926227e-05 }, { "score": 0.2694505453109741, "text": "If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.", "probability": 7.418399997673193e-06 }, { "score": -0.832055926322937, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.", "probability": 2.465653610056062e-06 }, { "score": -1.1953181028366089, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 1.7146256073652206e-06 }, { "score": -1.3568339347839355, "text": "If", "probability": 1.4588944459776933e-06 }, { "score": -1.6036548614501953, "text": "The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.1398059098900546e-06 }, { "score": -1.6692829132080078, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 1.0674044369279463e-06 }, { "score": -1.94588303565979, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 8.094743595615056e-07 }, { "score": -2.0004851818084717, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 7.664603375187147e-07 }, { "score": -2.1226491928100586, "text": "This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 6.783198562338779e-07 }, { "score": -2.2989325523376465, "text": "If the solvency of the Society", "probability": 5.686900633117e-07 }, { "score": -2.580134391784668, "text": "The Board of Directors will determine the amount of any extra payment.", "probability": 4.292904554131796e-07 }, { "score": -2.596613883972168, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 4.222739398051213e-07 }, { "score": -2.596737861633301, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 4.222215905148453e-07 }, { "score": -2.927816390991211, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 3.032179163450397e-07 }, { "score": -2.9279403686523438, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 3.031803264271609e-07 }, { "score": -3.0226597785949707, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 2.7578135376675417e-07 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Liquidated Damages": [ { "text": "", "score": 11.938833236694336, "probability": 0.9999668523841261 }, { "score": 0.4999603033065796, "text": "This contract's share, if any, will be credited as a dividend.", "probability": 1.0768276778940674e-05 }, { "score": -0.5391372442245483, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 3.8095342168891226e-06 }, { "score": -0.5989317893981934, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 3.5884213977055033e-06 }, { "score": -0.6104819774627686, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment.", "probability": 3.547212896798381e-06 }, { "score": -0.8394596576690674, "text": "If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend.", "probability": 2.8212626005375e-06 }, { "score": -1.362135410308838, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment.", "probability": 1.6728165502022494e-06 }, { "score": -1.7096160650253296, "text": "If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.", "probability": 1.181787482617847e-06 }, { "score": -1.729750394821167, "text": "This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.", "probability": 1.1582309272182444e-06 }, { "score": -2.1389527320861816, "text": "Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend.", "probability": 7.692736207981221e-07 }, { "score": -2.2413368225097656, "text": "Dividends are applied as payment of a Net Premium.", "probability": 6.944100454233971e-07 }, { "score": -2.4483461380004883, "text": "The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 5.645637528650854e-07 }, { "score": -2.508140802383423, "text": "The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 5.317953047024039e-07 }, { "score": -2.579522132873535, "text": "You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 4.951582058155813e-07 }, { "score": -2.889242649078369, "text": "If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus.", "probability": 3.63273793856957e-07 }, { "score": -3.0691704750061035, "text": "If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.", "probability": 3.0345367929251307e-07 }, { "score": -3.2713444232940674, "text": "The Board of Directors will determine the amount of any extra payment.", "probability": 2.4790733540794623e-07 }, { "score": -3.2860352993011475, "text": "Payment of Premium. Dividends are applied as payment of a Net Premium.", "probability": 2.4429198086733263e-07 }, { "score": -3.2962441444396973, "text": "You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend.", "probability": 2.4181072877499297e-07 }, { "score": -3.8136520385742188, "text": "This", "probability": 1.4413457525139203e-07 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Warranty Duration": [ { "text": "", "score": 11.715620994567871, "probability": 0.999978317956853 }, { "score": -0.7601947784423828, "text": "July 1, 2019", "probability": 3.817795274296297e-06 }, { "score": -0.9488924145698547, "text": "Effective Date: July 1, 2019", "probability": 3.1612751242805933e-06 }, { "score": -1.3583743572235107, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.0990681830423345e-06 }, { "score": -1.3583881855010986, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.099039156745516e-06 }, { "score": -1.3661465644836426, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.082817025559835e-06 }, { "score": -1.547071933746338, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.7381058831040038e-06 }, { "score": -1.5470857620239258, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 1.7380818482595556e-06 }, { "score": -1.5548441410064697, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.7246493252581113e-06 }, { "score": -2.682840347290039, "text": "ENDORSEMENT", "probability": 5.582365586685783e-07 }, { "score": -2.893921375274658, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 4.52008861543902e-07 }, { "score": -3.1331069469451904, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019", "probability": 3.558524622805187e-07 }, { "score": -3.492100954055786, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.485197218687628e-07 }, { "score": -3.492114782333374, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.485162852928237e-07 }, { "score": -3.499873161315918, "text": "ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.465956618643171e-07 }, { "score": -3.5420925617218018, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.3640125596027008e-07 }, { "score": -3.5421063899993896, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract.", "probability": 2.3639798696068288e-07 }, { "score": -3.5498647689819336, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 2.3457101810963351e-07 }, { "score": -3.667877435684204, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 2.084596973381784e-07 }, { "score": -3.7312865257263184, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash.", "probability": 1.9565181675908227e-07 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Insurance": [ { "text": "", "score": 10.521242141723633, "probability": 0.8765909454925883 }, { "score": 6.986483573913574, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.)", "probability": 0.02556647418350694 }, { "score": 6.578433990478516, "text": "Thrivent Life Insurance Company has been dissolved.", "probability": 0.017000322382711354 }, { "score": 6.57684850692749, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 0.01697339000727235 }, { "score": 6.51403284072876, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities.", "probability": 0.015939991782190684 }, { "score": 6.2307586669921875, "text": "All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 0.012007806549650116 }, { "score": 6.167943000793457, "text": "All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities.", "probability": 0.011276730084063937 }, { "score": 5.297993183135986, "text": "That includes contracts of insurance, separate accounts, and cash and investment securities.", "probability": 0.00472464062675145 }, { "score": 4.451360702514648, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society\n\n625 Fourth Avenue South. 4321 North Ballard Road Minneapolis, MN 55415 Appleton, WI 54919-0001\n\nMinneapolis, MN Appleton, WI\n\nHome Office. Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 0.0020261937227691877 }, { "score": 4.3971967697143555, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 0.0019193663140573821 }, { "score": 4.389468193054199, "text": "Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society\n\n625 Fourth Avenue South. 4321 North Ballard Road Minneapolis, MN 55415 Appleton, WI 54919-0001\n\nMinneapolis, MN Appleton, WI\n\nHome Office. Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans", "probability": 0.0019045895197067582 }, { "score": 4.34128475189209, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company", "probability": 0.0018149956462958803 }, { "score": 4.31276798248291, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans", "probability": 0.0017639688515367375 }, { "score": 4.303684711456299, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 0.0017480187933904701 }, { "score": 4.281363487243652, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans", "probability": 0.0017094331158101605 }, { "score": 4.250875473022461, "text": "Thrivent Financial for Lutherans", "probability": 0.0016581023571302156 }, { "score": 4.130214214324951, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.)", "probability": 0.0014696327378987066 }, { "score": 4.03172492980957, "text": "A Stock Life Insurance Company. A Fraternal Benefit Society", "probability": 0.0013317891274981784 }, { "score": 4.027831077575684, "text": "Thrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 0.0013266134206873078 }, { "score": 3.9659385681152344, "text": "Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company.", "probability": 0.0012469952844835664 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Covenant Not To Sue": [ { "text": "", "score": 11.967687606811523, "probability": 0.9999993768008268 }, { "score": -3.3822875022888184, "text": "The following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 2.1557095322276083e-07 }, { "score": -3.971630573272705, "text": "The following amendments apply in lieu of any contract provisions to the contrary.", "probability": 1.195753879134628e-07 }, { "score": -4.705021858215332, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 5.742936447417638e-08 }, { "score": -5.294365406036377, "text": "You may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.", "probability": 3.185556846808143e-08 }, { "score": -5.523859024047852, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 2.532313951031111e-08 }, { "score": -5.815258026123047, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.8921892419846665e-08 }, { "score": -5.815290927886963, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.8921269866451033e-08 }, { "score": -5.9959821701049805, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.5793452206536808e-08 }, { "score": -5.996015548706055, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.5792925051993907e-08 }, { "score": -6.113202095031738, "text": "Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.", "probability": 1.4046531709692679e-08 }, { "score": -6.188207626342773, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 1.3031506217661354e-08 }, { "score": -6.188241004943848, "text": "(Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 1.303107125147324e-08 }, { "score": -6.404601097106934, "text": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.", "probability": 1.0495813987619752e-08 }, { "score": -6.510565757751465, "text": "If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 9.440527418344578e-09 }, { "score": -6.516766548156738, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 9.38216980515858e-09 }, { "score": -6.516799449920654, "text": "Contract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.", "probability": 9.381861120300795e-09 }, { "score": -6.572784423828125, "text": "the Company the Society\n\nthe company. the Society", "probability": 8.871050152951887e-09 }, { "score": -6.585325717926025, "text": "Effective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.", "probability": 8.760490434104186e-09 }, { "score": -6.730830192565918, "text": "July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency.", "probability": 7.574197569533633e-09 } ], "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Third Party Beneficiary": [ { "text": "", "score": 11.331551551818848, "probability": 0.502063003536348 }, { "score": 11.214601516723633, "text": "The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society.", "probability": 0.44665013025479516 }, { "score": 8.989480972290039, "text": "The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society", "probability": 0.048262508482132795 }, { "score": 4.940855503082275, "text": "The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. 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"HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Expiration Date": [ { "score": 15.083770751953125, "text": "\"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "probability": 0.5664673009253621 }, { "score": 14.763081550598145, "text": "\"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "probability": 0.41105628690278456 }, { "text": "", "score": 11.559513092041016, "probability": 0.01669587524609959 }, { "score": 10.227514266967773, "text": "1.2 \"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "probability": 0.004406862004582896 }, { "score": 8.05404281616211, "text": "\"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement", "probability": 0.0005014213174956455 }, { "score": 7.222893714904785, "text": "\"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement", "probability": 0.0002183933073740998 }, { "score": 7.140172481536865, "text": "1.2 \"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "probability": 0.00020105457048109397 }, { "score": 6.511380195617676, "text": ".", "probability": 0.000107209415959514 }, { "score": 6.350585460662842, "text": "Nothing in this Agreement or the other ancillary agreements thereto shall affect or limit the rights confirmed in the license effective April 1, 1998 between HSI and HERC, and the sublicense effective April 1, 1998 between HERC as Sub-Licensor and Matthews Equipment Limited and Hertz Canada Equipment Rental Partnership as Sub-Licensees, which remain in full force and effect, save and except that such license and sublicense shall not expire before the later of the expiration of the Interim Period or the final determination or resolution of the action pending as T- 409-16 in the Federal Court of Canada (including any appeals thereof).", "probability": 9.128526150472539e-05 }, { "score": 5.677737236022949, "text": "Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "probability": 4.6578595921640085e-05 }, { "score": 5.49191951751709, "text": "\"", "probability": 3.8680028295859304e-05 }, { "score": 5.249370574951172, "text": "Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "probability": 3.0349330548619445e-05 }, { "score": 5.230547904968262, "text": "\"", "probability": 2.978341781792515e-05 }, { "score": 5.0528717041015625, "text": ".", "probability": 2.493507853810322e-05 }, { "score": 4.863110542297363, "text": "four (4) years commencing from the Effective Date of this Agreement.", "probability": 2.062521645394309e-05 }, { "score": 4.642385482788086, "text": "owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 1.6540126991257947e-05 }, { "score": 4.622974395751953, "text": "2 \"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "probability": 1.622216116164584e-05 }, { "score": 4.334661483764648, "text": "WHEREAS, as a result of the Separation, the Parties wish to differentiate and distinguish the future ownership, license and use of the relevant HERTZ, HERTZ-formative, HERC and other trademark rights and logos on a worldwide basis related to the Vehicle Renting Business which is to remain with HSI and the Equipment Rental Business to remain with HERC and the Parties have agreed upon a plan going forward with respect to the ownership, license and use of the HSI (HERTZ) Foreign ERB Trademarks, the HSI (HERTZ) US ERB Trademarks, the HSI HERC Foreign ERB Trademarks, the HERC (HERTZ) US ERB Trademarks, the HERC (HERC) US ERB Trademarks, the THC (HERTZ) ERB Domains and the THC ERB Domains; and NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Definitions 1.1 The \"Equipment Rental Business\" or \"ERB\" has the meaning given to such term in the Distribution Agreement. 1.2 \"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "probability": 1.2158948106171302e-05 }, { "score": 4.176954746246338, "text": "\"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement. 1.3 \"Other Intellectual Property\" means any copyrights, trade dress, content, designs or other indicia and/or social media accounts and handles owned by THC and/or HSI that are already used or otherwise in the possession of HERC relating to the HERTZ and HERTZ-formative trademarks and logos in connection with the Equipment Rental Business. 2. Terms of Transfer, License and Use 2.1. HSI will retain ownership of the worldwide rights in and to the VRB Trademarks.", "probability": 1.0384960262114552e-05 }, { "score": 3.922663688659668, "text": "four (4) years commencing from the Effective Date of this Agreement.", "probability": 8.053184258381518e-06 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Renewal Term": [ { "text": "", "score": 11.613394737243652, "probability": 0.9999824972148065 }, { "score": -1.3463945388793945, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 2.353029810716748e-06 }, { "score": -1.3848257064819336, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 2.264315738986583e-06 }, { "score": -1.4120416641235352, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 2.203521260261208e-06 }, { "score": -1.9133720397949219, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 1.3347263345439475e-06 }, { "score": -1.9288945198059082, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 1.3141680423231204e-06 }, { "score": -2.25974702835083, "text": "HERC shall immediately discontinue use of the HERC (HERTZ) US ERB Trademarks and abandon or voluntarily withdraw or cancel any applications or registrations therefor upon expiration of the Interim Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 9.43981499922328e-07 }, { "score": -2.26413631439209, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 9.398471751062126e-07 }, { "score": -2.497818946838379, "text": "HERC shall take all steps to change the company name so as to not to include the mark/name HERTZ by the expiration of the Interim Period. 2.11 In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.12 With respect to the Parties' use of the HERTZ and HERC trademarks worldwide: 2.12.1 With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative", "probability": 7.439952496442971e-07 }, { "score": -2.543997287750244, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 7.104199748364443e-07 }, { "score": -2.601471185684204, "text": "With respect to the Parties' use of the HERTZ and HERC trademarks worldwide: 2.12.1 With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative", "probability": 6.707405570966836e-07 }, { "score": -2.7196614742279053, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 5.959710681630431e-07 }, { "score": -2.7610507011413574, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 5.718077855301733e-07 }, { "score": -2.796846389770508, "text": "In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.12 With respect to the Parties' use of the HERTZ and HERC trademarks worldwide: 2.12.1 With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative", "probability": 5.517015374330817e-07 }, { "score": -2.928833246231079, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC:", "probability": 4.83485028963707e-07 }, { "score": -2.9994847774505615, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 4.505048394165719e-07 }, { "score": -3.1445116996765137, "text": "to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 3.8968623788743764e-07 }, { "score": -3.2508182525634766, "text": "HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 3.5038597907311697e-07 }, { "score": -3.337210178375244, "text": "to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 3.2138616887616746e-07 }, { "score": -3.3761534690856934, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 3.0911090478925883e-07 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.776714324951172, "probability": 0.8242309352731562 }, { "score": 9.992591857910156, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.13842494769576463 }, { "score": 8.468729019165039, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.030158458952994193 }, { "score": 6.745573043823242, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination", "probability": 0.005383342537597478 }, { "score": 4.816283702850342, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination", "probability": 0.000781937965019262 }, { "score": 3.728149175643921, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance. 7. Confidentiality. Unless otherwise agreed to by the Parties or except as otherwise provided in this Agreement or the Distribution Agreement, any Confidential Information (as defined in the Distribution Agreement) furnished pursuant to this Agreement shall be subject to the confidentiality provisions and restrictions on disclosure set forth in Section 6.7 of the Distribution Agreement. 8. Breach and Termination. 8.1 By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice. If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice.", "probability": 0.00026339133224473484 }, { "score": 3.244901418685913, "text": "HER", "probability": 0.00016245371405545475 }, { "score": 2.8793935775756836, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 0.00011271756706804608 }, { "score": 2.794510841369629, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.00010354461134193138 }, { "score": 2.6915781497955322, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance. 7. Confidentiality. Unless otherwise agreed to by the Parties or except as otherwise provided in this Agreement or the Distribution Agreement, any Confidential Information (as defined in the Distribution Agreement) furnished pursuant to this Agreement shall be subject to the confidentiality provisions and restrictions on disclosure set forth in Section 6.7 of the Distribution Agreement. 8. Breach and Termination. 8.1 By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice.", "probability": 9.341667436791745e-05 }, { "score": 2.4853885173797607, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance. 7. Confidentiality. Unless otherwise agreed to by the Parties or except as otherwise provided in this Agreement or the Distribution Agreement, any Confidential Information (as defined in the Distribution Agreement) furnished pursuant to this Agreement shall be subject to the confidentiality provisions and restrictions on disclosure set forth in Section 6.7 of the Distribution Agreement. 8. Breach and Termination. 8.1 By THC or HSI upon Notice.", "probability": 7.601116392953622e-05 }, { "score": 1.935678243637085, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 4.3867334293566846e-05 }, { "score": 1.8690361976623535, "text": "HER", "probability": 4.103920804760898e-05 }, { "score": 1.4892396926879883, "text": "HERC shall provide for ten (10) days notice to THC and HSI", "probability": 2.8070842344008785e-05 }, { "score": 1.2159185409545898, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HER", "probability": 2.1357655501092963e-05 }, { "score": 0.9116910696029663, "text": "HERC shall immediately discontinue use of the HSI (HERTZ) US ERB Trademarks upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 1.5755393884999026e-05 }, { "score": 0.8661799430847168, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 1.5054420199145922e-05 }, { "score": 0.8631609678268433, "text": "HERC shall immediately discontinue use of the HERC (HERTZ) US ERB Trademarks and abandon or voluntarily withdraw or cancel any applications or registrations therefor upon expiration of the Interim Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 1.5009039812642291e-05 }, { "score": 0.8281002044677734, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7\n\n\n\n\n\n protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 1.4491929530841159e-05 }, { "score": 0.8075170516967773, "text": "HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 1.4196688846962333e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Governing Law": [ { "score": 15.794387817382812, "text": "This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 0.5890587197756536 }, { "score": 15.382587432861328, "text": "This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 0.3902257774588792 }, { "text": "", "score": 12.214855194091797, "probability": 0.01642809944413566 }, { "score": 10.037897109985352, "text": "This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York. 11. Notices. 11.1 All notices or other communications required to be sent or given under this Agreement or any ancillary agreement exhibited hereto will be in writing and will be delivered personally, by commercial overnight courier, by facsimile or by electronic mail, directed to the addresses set forth below. Notices are deemed properly given as follows: (a) if delivered personally, on the date delivered, (b) if delivered by a commercial overnight courier, one (1) business day after such notice is sent, and (c) if delivered by facsimile or electronic mail, on the date of transmission, with confirmation of transmission; provided, however, that if the notice is sent by facsimile or electronic mail, the notice must be followed by a copy of the notice being delivered by a means provided in (a) or (b): If THC, to: 8501 Williams Road Estero, Florida 33928 Attn: General Counsel 9\n\n\n\n\n\n Fax: (866) 888-3765 E-mail: rfrecker@hertz.", "probability": 0.0018627151200528412 }, { "score": 9.34562873840332, "text": "This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York", "probability": 0.000932176405163349 }, { "score": 9.313538551330566, "text": "This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York", "probability": 0.000902737565129752 }, { "score": 7.066627502441406, "text": "Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 9.54422007715548e-05 }, { "score": 6.960420608520508, "text": "10. Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 8.58253092687935e-05 }, { "score": 6.877713203430176, "text": ".", "probability": 7.901253713034822e-05 }, { "score": 6.854122161865234, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement. 10. Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 7.717036391095673e-05 }, { "score": 6.428546905517578, "text": "This", "probability": 5.0422637945388355e-05 }, { "score": 6.390839099884033, "text": "This", "probability": 4.8556711988969146e-05 }, { "score": 6.163283348083496, "text": ".", "probability": 3.867435358845669e-05 }, { "score": 5.933583736419678, "text": "without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 3.073730522247559e-05 }, { "score": 5.584834098815918, "text": "10. Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 2.1687312954946403e-05 }, { "score": 5.209480285644531, "text": "the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 1.4900184865317188e-05 }, { "score": 5.075584411621094, "text": "internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 1.3032910637856613e-05 }, { "score": 5.028396129608154, "text": "Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 1.2432194814460352e-05 }, { "score": 4.957660675048828, "text": "by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 1.1583179577237182e-05 }, { "score": 4.839962005615234, "text": "the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 1.0297028308950873e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.03082275390625, "probability": 0.9991841689148152 }, { "score": 4.557294845581055, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0005674578568737213 }, { "score": 2.27158260345459, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 5.771137205616669e-05 }, { "score": 1.4661481380462646, "text": "In the case of the Other Intellectual Property:", "probability": 2.579085000481331e-05 }, { "score": 1.3808624744415283, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant", "probability": 2.3682446375196315e-05 }, { "score": 1.0438734292984009, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant", "probability": 1.6907293033735558e-05 }, { "score": 0.8725450038909912, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 1.4245152079615099e-05 }, { "score": 0.8350706100463867, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 1.3721202305409578e-05 }, { "score": 0.7035787105560303, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 1.2030563264655106e-05 }, { "score": 0.6470353603363037, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 1.1369189263488493e-05 }, { "score": 0.5875393748283386, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 1.0712497117330793e-05 }, { "score": 0.297044038772583, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA", "probability": 8.011801793347855e-06 }, { "score": 0.2731560468673706, "text": "In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 7.8226837550927e-06 }, { "score": 0.2135804295539856, "text": "In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.12 With respect to the Parties' use of the HERTZ and HERC trademarks worldwide: 2.12.1 With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative", "probability": 7.370253262272554e-06 }, { "score": 0.19990426301956177, "text": "9. Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 7.270142576826276e-06 }, { "score": 0.19575652480125427, "text": "In the case of the THC ERB Domains owned by THC:", "probability": 7.240050379028765e-06 }, { "score": 0.14815735816955566, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 6.903503236341083e-06 }, { "score": 0.04362452030181885, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 6.218297530128348e-06 }, { "score": -0.006917476654052734, "text": "During", "probability": 5.911822522659804e-06 }, { "score": -0.08750259876251221, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC:", "probability": 5.454107754736939e-06 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Compete": [ { "score": 13.075565338134766, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.7511669648063038 }, { "text": "", "score": 11.695791244506836, "probability": 0.18902019415573298 }, { "score": 9.785080909729004, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA", "probability": 0.02797030808411431 }, { "score": 9.71505355834961, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement.", "probability": 0.02607862910226013 }, { "score": 6.6660919189453125, "text": "Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0012363389232241686 }, { "score": 6.435077667236328, "text": "In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.0009813170112144144 }, { "score": 5.778669357299805, "text": "9. Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.00050901996946001 }, { "score": 5.667695045471191, "text": "except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.00045555339683186406 }, { "score": 5.608191013336182, "text": "For the avoidance of doubt, the Parties agree that in the event of termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement, Section 4.4 of the Trademark, Trade Name, Domain and Related Rights License Agreement contains additional provisions related to termination of licensed intellectual property pursuant to the terms hereof that shall apply as if contained herein. 9. Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0004292368671986798 }, { "score": 5.583128929138184, "text": "During", "probability": 0.00041861298112887894 }, { "score": 5.561962127685547, "text": "neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.00040984540142621626 }, { "score": 5.186357498168945, "text": "HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.00028151208837658403 }, { "score": 4.844281196594238, "text": "This provision shall survive the expiration or earlier termination of this Agreement.", "probability": 0.00019995634901585438 }, { "score": 4.596035957336426, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall", "probability": 0.00015599966324298994 }, { "score": 4.591958045959473, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this", "probability": 0.00015536480576748416 }, { "score": 4.578489303588867, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement. 10. Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 0.0001532862663031284 }, { "score": 4.407588958740234, "text": "During the Interim Period,", "probability": 0.000129205847543927 }, { "score": 4.015866279602051, "text": "Nothing in this Agreement or the other ancillary agreements thereto shall affect or limit the rights confirmed in the license effective April 1, 1998 between HSI and HERC, and the sublicense effective April 1, 1998 between HERC as Sub-Licensor and Matthews Equipment Limited and Hertz Canada Equipment Rental Partnership as Sub-Licensees, which remain in full force and effect, save and except that such license and sublicense shall not expire before the later of the expiration of the Interim Period or the final determination or resolution of the action pending as T- 409-16 in the Federal Court of Canada (including any appeals thereof).", "probability": 8.732913756709822e-05 }, { "score": 3.992638111114502, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This", "probability": 8.532401941095024e-05 }, { "score": 3.8769302368164062, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly,", "probability": 7.600112387670741e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Exclusivity": [ { "text": "", "score": 12.194570541381836, "probability": 0.8978147916570529 }, { "score": 9.993902206420898, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.09941425031321328 }, { "score": 5.782666206359863, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA", "probability": 0.0014741174424900104 }, { "score": 5.211954116821289, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement.", "probability": 0.000833057490574731 }, { "score": 3.4115145206451416, "text": "During", "probability": 0.00013764295639802 }, { "score": 2.7929205894470215, "text": "9. Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 7.414844732440025e-05 }, { "score": 2.176985025405884, "text": "Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 4.0050195891106644e-05 }, { "score": 2.1012067794799805, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This", "probability": 3.7127402867802065e-05 }, { "score": 1.61173415184021, "text": "neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 2.275722531187694e-05 }, { "score": 1.4697532653808594, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall", "probability": 1.9745029813046995e-05 }, { "score": 1.4327921867370605, "text": "During the Interim Period,", "probability": 1.9028554625328813e-05 }, { "score": 1.330139398574829, "text": "except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 1.717213372700275e-05 }, { "score": 1.2370100021362305, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement. 10. Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 1.564511208549357e-05 }, { "score": 1.1703705787658691, "text": "During the Interim Period, neither HERC", "probability": 1.4636510378939405e-05 }, { "score": 1.1093754768371582, "text": "HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 1.377043656214374e-05 }, { "score": 0.9538910984992981, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 1.1787499879766989e-05 }, { "score": 0.9174690246582031, "text": "During the Interim Period", "probability": 1.1365899082228532e-05 }, { "score": 0.8177547454833984, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly,", "probability": 1.0287229635095104e-05 }, { "score": 0.7624211311340332, "text": ".", "probability": 9.733462298792287e-06 }, { "score": 0.6712160110473633, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent,", "probability": 8.885000788108267e-06 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.108514785766602, "probability": 0.5188529854554377 }, { "score": 12.008539199829102, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.46948905769502763 }, { "score": 8.062149047851562, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA", "probability": 0.009072563326273037 }, { "score": 5.408452987670898, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement.", "probability": 0.0006386228486393735 }, { "score": 4.7317423820495605, "text": "9. Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0003246031805129104 }, { "score": 4.709336280822754, "text": "During", "probability": 0.0003174109644442903 }, { "score": 4.368850231170654, "text": "neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.00022581392115514308 }, { "score": 4.100002765655518, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly,", "probability": 0.00017258050735337001 }, { "score": 3.85063099861145, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent,", "probability": 0.00013449029897319987 }, { "score": 3.7278599739074707, "text": "During the Interim Period, neither HERC", "probability": 0.0001189521183273747 }, { "score": 3.6925230026245117, "text": "HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.00011482211145827645 }, { "score": 3.4413633346557617, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall", "probability": 8.931990879715337e-05 }, { "score": 3.17205810546875, "text": "except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 6.823237621098505e-05 }, { "score": 3.0996594429016113, "text": "During the Interim Period", "probability": 6.34670271868121e-05 }, { "score": 3.093595027923584, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this", "probability": 6.308330150843192e-05 }, { "score": 3.0879740715026855, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement. 10. Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 6.272970771839581e-05 }, { "score": 3.0844407081604004, "text": "Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 6.250845198730788e-05 }, { "score": 2.947859287261963, "text": "engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 5.452832865711403e-05 }, { "score": 2.637037754058838, "text": "During the Interim Period,", "probability": 3.996079407360399e-05 }, { "score": 2.4833414554595947, "text": ".", "probability": 3.4267676257809614e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Competitive Restriction Exception": [ { "score": 12.749377250671387, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.6799612157988586 }, { "text": "", "score": 11.799997329711914, "probability": 0.263132008574413 }, { "score": 9.731006622314453, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement.", "probability": 0.03323704717630118 }, { "score": 9.089550971984863, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA", "probability": 0.017500150524056325 }, { "score": 6.818815231323242, "text": "Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0018066489881983444 }, { "score": 6.408085346221924, "text": "9. Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0011981082523500853 }, { "score": 6.1723313331604, "text": "Nothing in this Agreement or the other ancillary agreements thereto shall affect or limit the rights confirmed in the license effective April 1, 1998 between HSI and HERC, and the sublicense effective April 1, 1998 between HERC as Sub-Licensor and Matthews Equipment Limited and Hertz Canada Equipment Rental Partnership as Sub-Licensees, which remain in full force and effect, save and except that such license and sublicense shall not expire before the later of the expiration of the Interim Period or the final determination or resolution of the action pending as T- 409-16 in the Federal Court of Canada (including any appeals thereof).", "probability": 0.0009464755349716258 }, { "score": 5.5368242263793945, "text": "This provision shall survive the expiration or earlier termination of this Agreement.", "probability": 0.0005013166892437563 }, { "score": 5.0281219482421875, "text": "In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC: 2.5.1 HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period.", "probability": 0.0003014293732573049 }, { "score": 4.971901893615723, "text": "During", "probability": 0.00028495055753346234 }, { "score": 4.8601765632629395, "text": "neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0002548283936476191 }, { "score": 4.417728900909424, "text": "In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC:", "probability": 0.00016371755052966753 }, { "score": 4.250374794006348, "text": "except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0001384886791463072 }, { "score": 3.8008904457092285, "text": "HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 8.834982649914015e-05 }, { "score": 3.8004441261291504, "text": "Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement.", "probability": 8.831040304006238e-05 }, { "score": 3.7767386436462402, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent,", "probability": 8.6241580427157e-05 }, { "score": 3.768033742904663, "text": "In the case of the Other Intellectual Property:", "probability": 8.54941140599601e-05 }, { "score": 3.7352194786071777, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement", "probability": 8.273421724189175e-05 }, { "score": 3.596884250640869, "text": "In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC: 2.5.1 HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period. HERC shall immediately discontinue use of the HERC (HERTZ) US ERB Trademarks and abandon or voluntarily withdraw or cancel any applications or registrations therefor upon expiration of the Interim Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. The Parties shall cooperate to ensure that no confusion arises in the marketplace during the Interim Period, as more fully set forth in the Coexistence Agreement. 2.6 In the case of the HERC (HERC) US ERB Trademarks owned by HERC:", "probability": 7.204551268271618e-05 }, { "score": 3.5743227005004883, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This", "probability": 7.043825354193268e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.185003280639648, "probability": 0.9991546161653769 }, { "score": 4.960228443145752, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0007277008031951565 }, { "score": 2.799293041229248, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement.", "probability": 8.384371894050109e-05 }, { "score": 0.48473215103149414, "text": "During", "probability": 8.284561205746322e-06 }, { "score": -0.11882829666137695, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA", "probability": 4.5305042161315376e-06 }, { "score": -0.3403799533843994, "text": "9. Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 3.6301776358203974e-06 }, { "score": -0.7443652153015137, "text": "During the Interim Period, neither HERC", "probability": 2.4237024781822146e-06 }, { "score": -0.8063250780105591, "text": "This provision shall survive the expiration or earlier termination of this Agreement.", "probability": 2.2780879163591577e-06 }, { "score": -1.0088157653808594, "text": "During the Interim Period,", "probability": 1.8605009335361938e-06 }, { "score": -1.1194348335266113, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall", "probability": 1.6656687632942553e-06 }, { "score": -1.1760557889938354, "text": "HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 1.5739773297822713e-06 }, { "score": -1.2462037801742554, "text": "Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 1.467349564097687e-06 }, { "score": -1.3299813270568848, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This", "probability": 1.3494272037511194e-06 }, { "score": -1.5532431602478027, "text": "During the Interim Period", "probability": 1.0794140803266047e-06 }, { "score": -1.8913501501083374, "text": "neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 7.697506758567763e-07 }, { "score": -1.9718289375305176, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement. 10. Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "probability": 7.102293012506972e-07 }, { "score": -2.079726219177246, "text": "except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 6.375869091100081e-07 }, { "score": -2.1099891662597656, "text": "Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 6.185806928197557e-07 }, { "score": -2.2645983695983887, "text": "HERC's operations immediately prior to the date of this IPA.", "probability": 5.29968963467027e-07 }, { "score": -2.4740395545959473, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly,", "probability": 4.298246179853991e-07 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.641458511352539, "probability": 0.5521697199140775 }, { "score": 10.887795448303223, "text": "HERC shall not take any action that would harm or jeopardize the licensed HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks or HSI (HERTZ) US ERB Trademarks.", "probability": 0.2598728309376274 }, { "score": 10.473587989807129, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter.", "probability": 0.1717405557244996 }, { "score": 7.0560150146484375, "text": "HERC shall not take any action that would harm or jeopardize the licensed HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks or HSI (HERTZ) US ERB Trademarks", "probability": 0.00563170346651885 }, { "score": 6.821512222290039, "text": "neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter.", "probability": 0.0044544748427978315 }, { "score": 6.0128889083862305, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter", "probability": 0.0019843389969519025 }, { "score": 5.339573383331299, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party", "probability": 0.0010120422657933226 }, { "score": 4.991670608520508, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall", "probability": 0.0007146713872412801 }, { "score": 4.318301200866699, "text": "HERC shall not take any action that would harm or jeopardize the", "probability": 0.0003644733486177101 }, { "score": 4.0435051918029785, "text": "3.1 During the Interim Period, HSI shall take all necessary and reasonable actions to preserve and protect the validity of the HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks and the HSI (HERTZ) US ERB Trademarks licensed to HERC and HSI shall continue to prosecute all applications and maintain any registrations therefor. HERC shall not take any action that would harm or jeopardize the licensed HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks or HSI (HERTZ) US ERB Trademarks.", "probability": 0.00027690027465391366 }, { "score": 3.842703104019165, "text": "HERC", "probability": 0.00022652500456967598 }, { "score": 3.8222885131835938, "text": "HER", "probability": 0.00022194747248451352 }, { "score": 3.7982170581817627, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter. The Parties shall cooperate to protect, maintain and enforce all relevant trademark and related rights subject to this Agreement. 5. Infringement and Indemnification. 5.1 Notice of Infringement. HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant", "probability": 0.00021666866309065098 }, { "score": 3.7082533836364746, "text": "HERC shall", "probability": 0.00019802744137577364 }, { "score": 3.556403398513794, "text": "HERC shall not take any action that would harm or jeopardize the licensed HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks or HSI (HERTZ) US ERB Tradem", "probability": 0.00017012877133946774 }, { "score": 3.5532307624816895, "text": "The", "probability": 0.00016958986999036866 }, { "score": 3.4378409385681152, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during", "probability": 0.0001511077515610291 }, { "score": 3.433985948562622, "text": "neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter.", "probability": 0.00015052635404981594 }, { "score": 3.35178804397583, "text": "during the Interim Period or any time thereafter.", "probability": 0.00013864826718752303 }, { "score": 3.326005458831787, "text": "During the Interim Period, HSI shall take all necessary and reasonable actions to preserve and protect the validity of the HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks and the HSI (HERTZ) US ERB Trademarks licensed to HERC and HSI shall continue to prosecute all applications and maintain any registrations therefor. HERC shall not take any action that would harm or jeopardize the licensed HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks or HSI (HERTZ) US ERB Trademarks.", "probability": 0.000135119245572307 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Termination For Convenience": [ { "score": 12.859066009521484, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.7586257500633626 }, { "text": "", "score": 11.690316200256348, "probability": 0.23574689804338364 }, { "score": 7.388173580169678, "text": "HERC shall provide for ten (10) days notice to THC and HSI", "probability": 0.0031918993384531785 }, { "score": 5.912045478820801, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination", "probability": 0.0007294153487627953 }, { "score": 5.281374931335449, "text": "THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.0003882202268847465 }, { "score": 4.850497722625732, "text": "in the event of any modification, cancellation or termination.", "probability": 0.00025231935450103 }, { "score": 4.725305557250977, "text": "HER", "probability": 0.0002226282632548445 }, { "score": 4.373520374298096, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.00015660366966204655 }, { "score": 4.293057441711426, "text": "ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.00014449649974511146 }, { "score": 3.8406729698181152, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 9.191560436275715e-05 }, { "score": 3.6732072830200195, "text": "shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 7.774273649043979e-05 }, { "score": 3.4674062728881836, "text": "provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 6.328220166082417e-05 }, { "score": 3.374253273010254, "text": "HSI in the event of any modification, cancellation or termination.", "probability": 5.765350918306655e-05 }, { "score": 3.022592782974243, "text": "the event of any modification, cancellation or termination.", "probability": 4.0560335271228584e-05 }, { "score": 2.9886255264282227, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation", "probability": 3.920574800230192e-05 }, { "score": 2.959679126739502, "text": ".", "probability": 3.808715053957836e-05 }, { "score": 2.8886356353759766, "text": "HERC", "probability": 3.5475186409564706e-05 }, { "score": 2.8433263301849365, "text": "If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice. Notwithstanding the foregoing, if the nature of the breach is such that it cannot be cured, then this Agreement shall automatically terminate upon notice of termination by THC or HSI to HERC (without any opportunity to cure the breach). 8.2 By THC or HSI Immediately. THC or HSI shall have the right to immediately terminate this Agreement if HERC:", "probability": 3.39037006625476e-05 }, { "score": 2.818561315536499, "text": "C shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 3.307438639385757e-05 }, { "score": 2.749542713165283, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or", "probability": 3.0868633013491454e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.21653938293457, "probability": 0.9997198225916453 }, { "score": 3.0013887882232666, "text": "In the case of the THC ERB Domains owned by THC:", "probability": 9.949224949296982e-05 }, { "score": 2.910374641418457, "text": "HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period.", "probability": 9.083690082329477e-05 }, { "score": 1.7233617305755615, "text": "In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC: 2.5.1 HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period.", "probability": 2.7717186967959323e-05 }, { "score": 0.7762563228607178, "text": "HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period. HERC shall immediately discontinue use of the HERC (HERTZ) US ERB Trademarks and abandon or voluntarily withdraw or cancel any applications or registrations therefor upon expiration of the Interim Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 1.0750446420771367e-05 }, { "score": 0.6162014007568359, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "probability": 9.160423022553337e-06 }, { "score": 0.516772985458374, "text": "In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC:", "probability": 8.293432560507407e-06 }, { "score": 0.43631458282470703, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 7.652294528171678e-06 }, { "score": -0.2661663591861725, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 3.790601066174976e-06 }, { "score": -0.32820677757263184, "text": "HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period", "probability": 3.5625770762228237e-06 }, { "score": -0.4107564687728882, "text": "In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC: 2.5.1 HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period. HERC shall immediately discontinue use of the HERC (HERTZ) US ERB Trademarks and abandon or voluntarily withdraw or cancel any applications or registrations therefor upon expiration of the Interim Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 3.280298714002182e-06 }, { "score": -0.6933387517929077, "text": "HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 2.4728027070637943e-06 }, { "score": -0.8719847202301025, "text": "HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period. HERC shall immediately discontinue use of the HERC (HERTZ) US ERB Trademarks and abandon or voluntarily withdraw or cancel any applications or registrations therefor upon expiration of the Interim Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 2.068257030088979e-06 }, { "score": -0.8813621997833252, "text": "HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 2.048952646772549e-06 }, { "score": -1.1171517372131348, "text": "2.5.1 HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period.", "probability": 1.6185638134804087e-06 }, { "score": -1.1386756896972656, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 1.5840981718774082e-06 }, { "score": -1.1865955591201782, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 1.5099784802634912e-06 }, { "score": -1.2214471101760864, "text": "In the case of the THC ERB Domains owned by THC:", "probability": 1.4582598600441249e-06 }, { "score": -1.2290542125701904, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 1.4472088144809185e-06 }, { "score": -1.2390072345733643, "text": "In the case of the Other Intellectual Property:", "probability": 1.4328761582476728e-06 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Change Of Control": [ { "text": "", "score": 12.230573654174805, "probability": 0.6262044568493703 }, { "score": 11.413952827453613, "text": "This Agreement shall be binding upon and shall inure to the benefit of all successors and assigns of the Parties (including by way of merger or sale of all or substantially all assets), subject to the restrictions on assignment set forth herein.", "probability": 0.27673381830581056 }, { "score": 10.317667961120605, "text": "This Agreement shall be binding upon and shall inure to the benefit of all successors and assigns of the Parties (including by way of merger or sale of all or substantially all assets), subject to the restrictions on assignment set forth herein.", "probability": 0.09245954829207162 }, { "score": 6.750899314880371, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect. 12.3 Entire Understanding/Amendment. This Agreement, the agreements exhibited hereto, the Distribution Agreement and the Ancillary Agreements (as defined in the Distribution Agreement) set forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and may not be orally changed, altered, modified or amended in any respect. To effect any change, modification, alteration or amendment of this Agreement, the same must be in writing, signed by all Parties hereto. 12.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of all successors and assigns of the Parties (including by way of merger or sale of all or substantially all assets), subject to the restrictions on assignment set forth herein.", "probability": 0.0026117032295415337 }, { "score": 4.805437088012695, "text": "WHEREAS, as a result of the Separation, THC and HSI will become indirect wholly-owned subsidiaries of New Hertz, and HERC will continue to be an indirect wholly-owned subsidiary of HGH;", "probability": 0.00037326761877189986 }, { "score": 4.706386089324951, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.000338067182421648 }, { "score": 4.158945083618164, "text": "This Agreement shall be binding upon and shall inure to the benefit of all successors and assigns of the Parties (including by way of merger or sale of all or substantially all assets), subject to the restrictions on assignment set forth herein", "probability": 0.0001955475621685815 }, { "score": 4.061568737030029, "text": "WHEREAS, as a result of the Separation, THC and HSI will become indirect wholly-owned subsidiaries of New Hertz, and HERC will continue to be an indirect wholly-owned subsidiary of HGH;", "probability": 0.0001774035867312162 }, { "score": 4.0095648765563965, "text": "This", "probability": 0.00016841369580752273 }, { "score": 3.7279627323150635, "text": "THC or HSI shall have the right to immediately terminate this Agreement if HERC: (i) becomes insolvent, or (ii) files a petition in bankruptcy or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against HERC and not dismissed within thirty (30) days, or (iii) makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or (iv) discontinues its business, or (v) causes or suffers a receiver to be appointed for it or its business and such receiver has not been discharged within thirty (30) days after the date of appointment thereof", "probability": 0.0001270805685421768 }, { "score": 3.702357292175293, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "probability": 0.0001238679208071381 }, { "score": 3.2597427368164062, "text": "THC or HSI shall have the right to immediately terminate this Agreement if HERC:", "probability": 7.956714749806584e-05 }, { "score": 3.2122678756713867, "text": "This", "probability": 7.587797263281846e-05 }, { "score": 3.0346951484680176, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 6.353263427255059e-05 }, { "score": 3.0311219692230225, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 6.330602587969501e-05 }, { "score": 2.73416805267334, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC:", "probability": 4.704133125323935e-05 }, { "score": 2.7138519287109375, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 4.6095276360104145e-05 }, { "score": 2.689337968826294, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 4.497903623570495e-05 }, { "score": 2.403359889984131, "text": "This Agreement shall be binding upon and shall inure to the benefit of all successors and assigns of the Parties", "probability": 3.3791809172668895e-05 }, { "score": 2.368494749069214, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 3.263395465079496e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Anti-Assignment": [ { "score": 15.170208930969238, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "probability": 0.5607922755479205 }, { "score": 14.838449478149414, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "probability": 0.4024581469899526 }, { "text": "", "score": 12.061824798583984, "probability": 0.025052319780544473 }, { "score": 10.174835205078125, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect", "probability": 0.0037961099147690836 }, { "score": 9.544001579284668, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "probability": 0.0020200923131611457 }, { "score": 8.997896194458008, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect", "probability": 0.0011700398699705714 }, { "score": 8.853433609008789, "text": "In the case of the THC ERB Domains owned by THC:", "probability": 0.001012654640483221 }, { "score": 8.719548225402832, "text": "any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "probability": 0.0008857592041492054 }, { "score": 8.56488037109375, "text": "THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "probability": 0.0007588296261669616 }, { "score": 8.178211212158203, "text": "In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).", "probability": 0.0005154849570801016 }, { "score": 7.710694313049316, "text": "any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "probability": 0.0003229802651342324 }, { "score": 7.49728536605835, "text": "HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).", "probability": 0.00026091176256772035 }, { "score": 7.142153263092041, "text": "in the absence of such consent, shall be void and without effect.", "probability": 0.00018292023303168617 }, { "score": 7.064619064331055, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 0.00016927353791219984 }, { "score": 6.805004596710205, "text": "in the absence of such consent, shall be void and without effect.", "probability": 0.00013056895870074714 }, { "score": 6.667099952697754, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI,", "probability": 0.00011374929526608376 }, { "score": 6.524167060852051, "text": "and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "probability": 9.859928109962589e-05 }, { "score": 6.507296562194824, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect. 12.3 Entire Understanding/Amendment. This Agreement, the agreements exhibited hereto, the Distribution Agreement and the Ancillary Agreements (as defined in the Distribution Agreement) set forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and may not be orally changed, altered, modified or amended in any respect. To effect any change, modification, alteration or amendment of this Agreement, the same must be in writing, signed by all Parties hereto. 12.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of all successors and assigns of the Parties (including by way of merger or sale of all or substantially all assets), subject to the restrictions on assignment set forth herein.", "probability": 9.694981484092486e-05 }, { "score": 6.3851165771484375, "text": "In the case of the HSI HERC Foreign ERB Trademarks:", "probability": 8.57995264115305e-05 }, { "score": 6.270844459533691, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI,", "probability": 7.653448083739008e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.052093505859375, "probability": 0.9996840977657035 }, { "score": 2.5220959186553955, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 7.26168521823747e-05 }, { "score": 1.852888584136963, "text": "In the case of the HSI (HERTZ) US ERB Trademarks: 2.3.1 HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks", "probability": 3.7188132222404545e-05 }, { "score": 1.6152750253677368, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 2.9323115366013933e-05 }, { "score": 1.5998141765594482, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC:", "probability": 2.887324178780497e-05 }, { "score": 1.5476422309875488, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 2.7405489250826544e-05 }, { "score": 1.125583291053772, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 1.796965300662669e-05 }, { "score": 0.9468072652816772, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 1.502789837398858e-05 }, { "score": 0.7039227485656738, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 1.178731376567922e-05 }, { "score": 0.6798284649848938, "text": "HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks", "probability": 1.1506701041742726e-05 }, { "score": 0.6570556163787842, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 1.1247621862920114e-05 }, { "score": 0.6408213376998901, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 1.106649901245777e-05 }, { "score": 0.43264448642730713, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 8.986698919999644e-06 }, { "score": 0.16736388206481934, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 6.892714484924026e-06 }, { "score": -0.057047247886657715, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 5.507186369923984e-06 }, { "score": -0.17046809196472168, "text": "HERC RENTALS INC.", "probability": 4.916677551591372e-06 }, { "score": -0.3173980712890625, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 4.244835335019318e-06 }, { "score": -0.3239738941192627, "text": "2.3.1 HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks", "probability": 4.217013625483402e-06 }, { "score": -0.44588255882263184, "text": "2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 3.7330236718041533e-06 }, { "score": -0.5418092012405396, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 3.391566464956769e-06 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.04768180847168, "probability": 0.7173543224923806 }, { "score": 11.078001976013184, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.2720239352608741 }, { "score": 6.726184844970703, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.0035045878648964166 }, { "score": 6.325530052185059, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.0023476577661716404 }, { "score": 6.114406585693359, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage", "probability": 0.0019008376727107257 }, { "score": 4.9087066650390625, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit,", "probability": 0.0005692672614992444 }, { "score": 4.9061174392700195, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000)", "probability": 0.0005677952065999363 }, { "score": 4.7266998291015625, "text": "The amount of coverage shall be a minimum of three million dollars", "probability": 0.00047453870831252597 }, { "score": 4.25496244430542, "text": "The", "probability": 0.00029607292936939414 }, { "score": 4.089858055114746, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit", "probability": 0.00025101216843836254 }, { "score": 3.9391205310821533, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.00021588889357734254 }, { "score": 3.5108087062835693, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 0.00014067497237709757 }, { "score": 2.8327279090881348, "text": "The amount of coverage shall be a minimum of three million dollars ($", "probability": 7.140524112504406e-05 }, { "score": 2.731041431427002, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance. 7. Confidentiality. Unless otherwise agreed to by the Parties or except as otherwise provided in this Agreement or the Distribution Agreement, any Confidential Information (as defined in the Distribution Agreement) furnished pursuant to this Agreement shall be subject to the confidentiality provisions and restrictions on disclosure set forth in Section 6.7 of the Distribution Agreement. 8. Breach and Termination. 8.1 By THC or HSI upon Notice.", "probability": 6.45012622967867e-05 }, { "score": 2.6245017051696777, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HER", "probability": 5.798272189742953e-05 }, { "score": 2.4959640502929688, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined", "probability": 5.0988872006697096e-05 }, { "score": 1.9737128019332886, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 3.024576469552784e-05 }, { "score": 1.9168981313705444, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds.", "probability": 2.8575265301981813e-05 }, { "score": 1.7920125722885132, "text": "7\n\n\n\n\n\n protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 2.5220469208033327e-05 }, { "score": 1.7625890970230103, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage", "probability": 2.448920626098268e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Minimum Commitment": [ { "score": 13.328198432922363, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.7315929791712099 }, { "text": "", "score": 12.131511688232422, "probability": 0.22108286262327775 }, { "score": 9.965951919555664, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage", "probability": 0.025355047092311435 }, { "score": 9.433252334594727, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.01488387216363642 }, { "score": 7.020925045013428, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit", "probability": 0.0013336918609543307 }, { "score": 7.016942024230957, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7\n\n\n\n\n\n protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.0013283903036700167 }, { "score": 6.762493133544922, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000)", "probability": 0.0010299590256758698 }, { "score": 6.557985305786133, "text": "The amount of coverage shall be a minimum of three million dollars", "probability": 0.0008394664166915147 }, { "score": 6.263914585113525, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.0006255903419821053 }, { "score": 5.789388656616211, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit,", "probability": 0.00038922976415512047 }, { "score": 5.720703125, "text": "The", "probability": 0.0003633927811409472 }, { "score": 5.413043022155762, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination", "probability": 0.00026715371067041115 }, { "score": 5.013000965118408, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.00017907095628291248 }, { "score": 4.835391044616699, "text": "amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.00014993055355759773 }, { "score": 4.601864337921143, "text": "three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.00011870548433920325 }, { "score": 4.504983901977539, "text": "single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.00010774475690308851 }, { "score": 4.434911727905273, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HER", "probability": 0.0001004532950786884 }, { "score": 4.385004997253418, "text": "combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 9.556304275395883e-05 }, { "score": 4.334273338317871, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined", "probability": 9.083589295035607e-05 }, { "score": 4.015793800354004, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 6.60607627583737e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.049960136413574, "probability": 0.9575742425588195 }, { "score": 8.868659973144531, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.039769611587423676 }, { "score": 5.260871410369873, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage", "probability": 0.0010782232310290766 }, { "score": 4.463597297668457, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.0004857993585686988 }, { "score": 4.302951812744141, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0004137037803312 }, { "score": 3.3783223628997803, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.00016410734582877185 }, { "score": 3.204240560531616, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.00013788761358818545 }, { "score": 2.754422664642334, "text": "The", "probability": 8.79370364215973e-05 }, { "score": 2.6719467639923096, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit", "probability": 8.097538037875415e-05 }, { "score": 2.409320831298828, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000)", "probability": 6.22724572819865e-05 }, { "score": 1.5730631351470947, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA. This provision shall survive the expiration or earlier termination of this Agreement. 10. Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York. 11. Notices. 11.1 All notices or other communications required to be sent or given under this Agreement or any ancillary agreement exhibited hereto will be in writing and will be delivered personally, by commercial overnight courier, by facsimile or by electronic mail, directed to the addresses set forth below.", "probability": 2.6984470495119177e-05 }, { "score": 1.4070186614990234, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit,", "probability": 2.285607759873033e-05 }, { "score": 1.1970233917236328, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined", "probability": 1.8526864062223964e-05 }, { "score": 1.1243551969528198, "text": "single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 1.722830370300944e-05 }, { "score": 0.8558085560798645, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage", "probability": 1.3170861858019213e-05 }, { "score": 0.6837892532348633, "text": "The amount of coverage shall be a minimum of three million dollars", "probability": 1.1089377318534048e-05 }, { "score": 0.5810496807098389, "text": "combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 1.0006632060776499e-05 }, { "score": 0.5330042839050293, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HER", "probability": 9.53722614255782e-06 }, { "score": 0.3735971450805664, "text": "The amount of coverage shall", "probability": 8.131907684859374e-06 }, { "score": 0.3200511932373047, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 7.707929404470767e-06 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Ip Ownership Assignment": [ { "score": 12.567164421081543, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "probability": 0.21557906428756762 }, { "score": 12.372329711914062, "text": "In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).", "probability": 0.17741524833774378 }, { "text": "", "score": 12.196828842163086, "probability": 0.14885789871482516 }, { "score": 11.99174690246582, "text": "HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).", "probability": 0.1212567515660828 }, { "score": 11.685096740722656, "text": "HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).", "probability": 0.08923381409574038 }, { "score": 11.394262313842773, "text": "THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "probability": 0.06671472029589132 }, { "score": 10.846802711486816, "text": "In the case of the THC ERB Domains owned by THC:", "probability": 0.038588952093441646 }, { "score": 10.569303512573242, "text": "In the case of the HSI HERC Foreign ERB Trademarks:", "probability": 0.029237929486934572 }, { "score": 10.420960426330566, "text": "HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries). 2.5 In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC: 2.5.1 HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period.", "probability": 0.025207050450078473 }, { "score": 10.195001602172852, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 0.020108948419469495 }, { "score": 9.667837142944336, "text": "HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries). 2.5 In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC:", "probability": 0.011869836707236894 }, { "score": 9.447888374328613, "text": "In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC: 2.5.1 HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period.", "probability": 0.009526255117037929 }, { "score": 9.32577133178711, "text": "owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the HSI (HERTZ) US ERB Trademarks upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.4 In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).", "probability": 0.008431162312369738 }, { "score": 9.11646556854248, "text": "In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.006838913523082968 }, { "score": 9.110191345214844, "text": "In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries). 2.5 In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC:", "probability": 0.006796138981156501 }, { "score": 9.070808410644531, "text": "HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks 3\n\n\n\n\n\n owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the HSI (HERTZ) US ERB Trademarks upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.4 In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).", "probability": 0.0065336890300756525 }, { "score": 9.022098541259766, "text": "THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 0.0062230606402782235 }, { "score": 8.694765090942383, "text": "In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC:", "probability": 0.004485851801449783 }, { "score": 8.491022109985352, "text": "HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period.", "probability": 0.0036589836544384706 }, { "score": 8.42806625366211, "text": "In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries", "probability": 0.003435730485098684 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.126081466674805, "probability": 0.9542802205263186 }, { "score": 7.6809587478637695, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "probability": 0.011199113705297744 }, { "score": 7.650031089782715, "text": "In the case of the THC ERB Domains owned by THC:", "probability": 0.010858052641339863 }, { "score": 7.292790412902832, "text": "In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).", "probability": 0.007596338134375606 }, { "score": 6.275120735168457, "text": "THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "probability": 0.0027455917596635533 }, { "score": 6.16461181640625, "text": "HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).", "probability": 0.002458343404405621 }, { "score": 5.778431415557861, "text": "In the case of the HSI HERC Foreign ERB Trademarks:", "probability": 0.001670807945955203 }, { "score": 5.626702785491943, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "probability": 0.0014355939691304727 }, { "score": 5.499368667602539, "text": "In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries). 2.5 In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC:", "probability": 0.001263953568733483 }, { "score": 5.418256759643555, "text": "In the case of the Other Intellectual Property:", "probability": 0.001165479573626444 }, { "score": 5.355261325836182, "text": "In the case of the THC ERB Domains owned by THC:", "probability": 0.0010943244362593071 }, { "score": 5.0221943855285645, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 0.0007843266338234439 }, { "score": 4.985868453979492, "text": "In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.12 With respect to the Parties' use of the HERTZ and HERC trademarks worldwide: 2.12.1 With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative", "probability": 0.0007563465168679686 }, { "score": 4.538463115692139, "text": "HSI will retain ownership of the worldwide rights in and to the VRB Trademarks.", "probability": 0.0004835207781972507 }, { "score": 4.467762470245361, "text": "In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries). 2.5 In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC: 2.5.1 HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period.", "probability": 0.0004505160227812707 }, { "score": 4.3781914710998535, "text": "In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.0004119173176658565 }, { "score": 4.371190071105957, "text": "HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries). 2.5 In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC:", "probability": 0.00040904339225103617 }, { "score": 4.214545249938965, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D", "probability": 0.0003497352440880826 }, { "score": 4.129942417144775, "text": "In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.12 With respect to the Parties' use of the HERTZ and HERC trademarks worldwide:", "probability": 0.0003213637277739654 }, { "score": 3.9386472702026367, "text": "In the case of the THC ERB Domains owned by THC", "probability": 0.0002654107014455508 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__License Grant": [ { "score": 12.515460968017578, "text": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.2537190019370875 }, { "text": "", "score": 11.705496788024902, "probability": 0.11287298760457885 }, { "score": 11.544973373413086, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.09613368438338082 }, { "score": 11.260066986083984, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0723006689184807 }, { "score": 11.245725631713867, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.07127117918776549 }, { "score": 11.115743637084961, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.06258402363952305 }, { "score": 11.054834365844727, "text": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.05888584627619663 }, { "score": 11.035348892211914, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.05774953441170169 }, { "score": 10.960819244384766, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.05360196025915726 }, { "score": 10.288046836853027, "text": "owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.027352644955140382 }, { "score": 10.24724006652832, "text": "HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks", "probability": 0.026258938925112763 }, { "score": 10.077363967895508, "text": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A", "probability": 0.022156487941357727 }, { "score": 9.684896469116211, "text": "HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks 3\n\n\n\n\n\n owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.014964232656884608 }, { "score": 9.610258102416992, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.013887990827276953 }, { "score": 9.538803100585938, "text": "In the case of the HSI (HERTZ) US ERB Trademarks: 2.3.1 HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks", "probability": 0.012930249587931274 }, { "score": 9.32535171508789, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.010444944799384329 }, { "score": 9.267424583435059, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC:", "probability": 0.00985708985459594 }, { "score": 9.10063362121582, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.00834280938396946 }, { "score": 8.976460456848145, "text": "In the case of the HSI (HERTZ) US ERB Trademarks: 2.3.1 HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks 3\n\n\n\n\n\n owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.007368593537802105 }, { "score": 8.969451904296875, "text": "HERC shall retain ownership and the right to use the HERC (HERC) Foreign ERB Trademarks (those foreign trademarks owned by HERC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule F. 2.8. In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.007317130912672483 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.002792358398438, "probability": 0.7643617027805558 }, { "score": 10.446209907531738, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "probability": 0.1611698308827981 }, { "score": 7.732613563537598, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.010685228944171286 }, { "score": 7.698749542236328, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.010329442306594905 }, { "score": 7.3216094970703125, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.007084138343672009 }, { "score": 7.287746429443359, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.006848263942735069 }, { "score": 7.240477561950684, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.006532085821476796 }, { "score": 7.033796310424805, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.005312407180105228 }, { "score": 6.663806438446045, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.003669499182200518 }, { "score": 6.544170379638672, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.0032557384989724105 }, { "score": 6.498847961425781, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0031114744487517614 }, { "score": 6.354923248291016, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 0.0026943904481481155 }, { "score": 6.354672908782959, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect", "probability": 0.0026937160201903174 }, { "score": 6.220126628875732, "text": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.002354610640241697 }, { "score": 6.192981719970703, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC:", "probability": 0.0022915546453567267 }, { "score": 6.133167266845703, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.0021585053585373155 }, { "score": 6.085898399353027, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.0020588491281853536 }, { "score": 5.64518404006958, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "probability": 0.0013250269406035737 }, { "score": 5.470329284667969, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 0.001112464735758074 }, { "score": 5.3135833740234375, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "probability": 0.0009510697509453955 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.055649757385254, "probability": 0.3231872737843763 }, { "score": 11.25086784362793, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.14452464352644612 }, { "score": 11.0764741897583, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.12139581225202724 }, { "score": 10.539332389831543, "text": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.07094568488445342 }, { "score": 10.132868766784668, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.04724991994270166 }, { "score": 10.087303161621094, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.04514526286569648 }, { "score": 9.958475112915039, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.03968833460044429 }, { "score": 9.94092082977295, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.03899771374905591 }, { "score": 9.905043601989746, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC:", "probability": 0.03762338485888528 }, { "score": 9.60004711151123, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.02773317373321465 }, { "score": 9.403932571411133, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.02279439709310294 }, { "score": 8.975759506225586, "text": "In the case of the HSI (HERTZ) US ERB Trademarks: 2.3.1 HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks", "probability": 0.014855077099585789 }, { "score": 8.593974113464355, "text": "owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.010140692668000145 }, { "score": 8.565911293029785, "text": "HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks", "probability": 0.009860072148196458 }, { "score": 8.44930362701416, "text": "THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.008774816169900944 }, { "score": 8.423145294189453, "text": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A", "probability": 0.008548257722254248 }, { "score": 8.295348167419434, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 0.0075227394503770105 }, { "score": 8.285933494567871, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.00745224766871113 }, { "score": 8.240367889404297, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.007120301586800976 }, { "score": 8.139976501464844, "text": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.006440194195768996 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.154638290405273, "probability": 0.9753869132715755 }, { "score": 6.845322608947754, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0048235903899507306 }, { "score": 6.761688232421875, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.004436581592989883 }, { "score": 6.751437187194824, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.0043913343066455226 }, { "score": 5.89396858215332, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0018629560831491738 }, { "score": 5.800083160400391, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.001696011124151547 }, { "score": 5.683627128601074, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0015095673168017273 }, { "score": 5.330205917358398, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC:", "probability": 0.0010601409313157496 }, { "score": 5.0748796463012695, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.0008212527031356969 }, { "score": 4.991245269775391, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.0007553615318406491 }, { "score": 4.91718864440918, "text": "owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.0007014431526370246 }, { "score": 4.545605659484863, "text": "In the case of the HERC (HERC) Foreign ERB Trademarks owned by HERC: 2.7.1 HERC shall retain ownership and the right to use the HERC (HERC) Foreign ERB Trademarks (those foreign trademarks owned by HERC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule F. 2.8. In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0004837444998529978 }, { "score": 4.451720237731934, "text": "In the case of the HERC (HERC) Foreign ERB Trademarks owned by HERC: 2.7.1 HERC shall retain ownership and the right to use the HERC (HERC) Foreign ERB Trademarks (those foreign trademarks owned by HERC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule F. 2.8. In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.0004403947363111915 }, { "score": 4.408568382263184, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.00042179507728531826 }, { "score": 4.123525142669678, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.0003171821953945927 }, { "score": 3.8769850730895996, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 0.00024787790045965473 }, { "score": 3.8209917545318604, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 0.00023437982179696248 }, { "score": 3.347813367843628, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. Notwithstanding anything to the contrary herein, HERC shall immediately discontinue use of the mark/name as part of its company name upon expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall take all steps to change the company name so as to not to include the mark/name HERTZ by the expiration of the Interim Period. 2.11 In the case of the Other Intellectual Property:", "probability": 0.0001460230641446324 }, { "score": 3.2592828273773193, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.00013365128301594782 }, { "score": 3.2300360202789307, "text": "In the case of the HSI (HERTZ) US ERB Trademarks: 2.3.1 HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks", "probability": 0.00012979901754628603 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.74130630493164, "probability": 0.9958753994545361 }, { "score": 4.723562240600586, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.0008921491824191313 }, { "score": 4.13820743560791, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0004968452246935554 }, { "score": 4.050997257232666, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.00045535092257595973 }, { "score": 3.918734312057495, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.0003989377680467055 }, { "score": 3.847715377807617, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 0.000371588292453753 }, { "score": 3.4557313919067383, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC:", "probability": 0.0002510877588226673 }, { "score": 3.425733804702759, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.00024366758199762542 }, { "score": 3.3333795070648193, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0002221717274530794 }, { "score": 3.132364511489868, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.00018171429289293983 }, { "score": 3.045154571533203, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.00016653836351698408 }, { "score": 2.736764669418335, "text": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 0.00012234388294530153 }, { "score": 2.3275368213653564, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 8.125626648665687e-05 }, { "score": 2.250223398208618, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 7.521077618853088e-05 }, { "score": 1.6122549772262573, "text": "In the case of the HERC (HERC) Foreign ERB Trademarks owned by HERC: 2.7.1 HERC shall retain ownership and the right to use the HERC (HERC) Foreign ERB Trademarks (those foreign trademarks owned by HERC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule F. 2.8. In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 3.973872289465677e-05 }, { "score": 1.3508613109588623, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 3.059793227059822e-05 }, { "score": 1.2788093090057373, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 2.8470840747908227e-05 }, { "score": 1.1930339336395264, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A", "probability": 2.6130548133898417e-05 }, { "score": 1.0269001722335815, "text": "In the case of the HERC (HERC) Foreign ERB Trademarks owned by HERC: 2.7.1 HERC shall retain ownership and the right to use the HERC (HERC) Foreign ERB Trademarks (those foreign trademarks owned by HERC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule F. 2.8. In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 2.213082194627283e-05 }, { "score": 0.8568274974822998, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 1.8669638977756107e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.037866592407227, "probability": 0.9896920164698002 }, { "score": 6.131154537200928, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0026930698336755095 }, { "score": 5.536223888397217, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0014854995251202294 }, { "score": 5.303077697753906, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.001176571740939668 }, { "score": 5.244064807891846, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.0011091478477278744 }, { "score": 5.038346767425537, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0009029157547860785 }, { "score": 5.022372245788574, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.0008886067019490522 }, { "score": 4.979334354400635, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.00085117422830296 }, { "score": 4.194295406341553, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.0003882222143849639 }, { "score": 3.9295644760131836, "text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.0002979265450028321 }, { "score": 2.8921616077423096, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC:", "probability": 0.00010557737480446819 }, { "score": 2.643235206604004, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 8.231206489144536e-05 }, { "score": 2.2638425827026367, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 5.63242443045418e-05 }, { "score": 2.2119245529174805, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 5.3474614167378565e-05 }, { "score": 2.047804594039917, "text": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 4.538070800235958e-05 }, { "score": 2.001932382583618, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 4.334601918694124e-05 }, { "score": 1.9006478786468506, "text": "In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.12 With respect to the Parties' use of the HERTZ and HERC trademarks worldwide: 2.12.1 With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative", "probability": 3.9170752768372416e-05 }, { "score": 1.900484561920166, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 3.916435605160815e-05 }, { "score": 1.534743309020996, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 2.7167619262728725e-05 }, { "score": 1.365224003791809, "text": "owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "probability": 2.293138487052117e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.204572677612305, "probability": 0.9999945082332866 }, { "score": -1.4798448085784912, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 1.140067624052848e-06 }, { "score": -1.734649658203125, "text": "THC or HSI shall have the right to immediately terminate this Agreement if HERC:", "probability": 8.836296344998659e-07 }, { "score": -1.8708710670471191, "text": "In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 7.710988693108968e-07 }, { "score": -2.4581892490386963, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant", "probability": 4.285890003253679e-07 }, { "score": -2.596271276473999, "text": "HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 3.7331269434123313e-07 }, { "score": -3.088918685913086, "text": "In the case of the THC ERB Domains owned by THC:", "probability": 2.2809654484694946e-07 }, { "score": -3.26116943359375, "text": "With respect to the Parties' use of the HERTZ and HERC trademarks worldwide: 2.12.1 With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative", "probability": 1.9200438954088658e-07 }, { "score": -3.3271191120147705, "text": "HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 1.7975028021903395e-07 }, { "score": -3.337270736694336, "text": "In the case of the Other Intellectual Property:", "probability": 1.779347537017401e-07 }, { "score": -3.482524871826172, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant", "probability": 1.538784177896685e-07 }, { "score": -3.5800318717956543, "text": "In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. Notwithstanding anything to the contrary herein, HERC shall immediately discontinue use of the mark/name as part of its company name upon expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall take all steps to change the company name so as to not to include the mark/name HERTZ by the expiration of the Interim Period. 2.11 In the case of the Other Intellectual Property:", "probability": 1.3958249601527808e-07 }, { "score": -3.609184980392456, "text": "In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.12 With respect to the Parties' use of the HERTZ and HERC trademarks worldwide: 2.12.1 With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative", "probability": 1.3557197595644438e-07 }, { "score": -3.672924280166626, "text": "Hertz Equipment Rental Corporation (HERC):", "probability": 1.2720034808068973e-07 }, { "score": -3.7779369354248047, "text": "With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative", "probability": 1.1452014336740225e-07 }, { "score": -3.814319133758545, "text": "HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC:", "probability": 1.1042853104061639e-07 }, { "score": -3.9902164936065674, "text": "THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 9.261685772466709e-08 }, { "score": -4.075462341308594, "text": "2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 8.504880993785328e-08 }, { "score": -4.084942817687988, "text": "2.9 In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 8.424631672374953e-08 }, { "score": -4.212071418762207, "text": "5.1 Notice of Infringement. HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant", "probability": 7.418902652888023e-08 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.353307723999023, "probability": 0.8135146002570294 }, { "score": 9.965950965881348, "text": "HERC shall immediately discontinue use of the HERC (HERTZ) US ERB Trademarks and abandon or voluntarily withdraw or cancel any applications or registrations therefor upon expiration of the Interim Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.07473937904628841 }, { "score": 9.403803825378418, "text": "HERC shall immediately discontinue use of the HSI (HERTZ) US ERB Trademarks upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.04260024376045522 }, { "score": 8.448603630065918, "text": "HERC shall immediately discontinue use of the HERC (HERTZ) US ERB Trademarks and abandon or voluntarily withdraw or cancel any applications or registrations therefor upon expiration of the Interim Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.016389809668413382 }, { "score": 8.262202262878418, "text": "HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.013602565475212191 }, { "score": 7.908411026000977, "text": "HERC shall immediately discontinue use of the HSI (HERTZ) Foreign ERB Trademarks upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.00954929353112558 }, { "score": 7.437032699584961, "text": "For the avoidance of doubt, the Parties agree that in the event of termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement, Section 4.4 of the Trademark, Trade Name, Domain and Related Rights License Agreement contains additional provisions related to termination of licensed intellectual property pursuant to the terms hereof that shall apply as if contained herein.", "probability": 0.005960109477054785 }, { "score": 6.8470845222473145, "text": "In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC: 2.5.1 HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period. HERC shall immediately discontinue use of the HERC (HERTZ) US ERB Trademarks and abandon or voluntarily withdraw or cancel any applications or registrations therefor upon expiration of the Interim Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0033040225219432 }, { "score": 6.731771469116211, "text": "For the avoidance of doubt, the Parties agree that in the event of termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement, Section 4.4 of the Trademark, Trade Name, Domain and Related Rights License Agreement contains additional provisions related to termination of licensed intellectual property pursuant to the terms hereof that shall apply as if contained herein.", "probability": 0.002944171988223599 }, { "score": 6.41990852355957, "text": "HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0021553748947710626 }, { "score": 6.388446807861328, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "probability": 0.0020886187405801003 }, { "score": 6.214956760406494, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.001755955073579031 }, { "score": 6.175995826721191, "text": "In the case of the THC (HERTZ) ERB Domains owned by THC: 2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4\n\n\n\n\n\n incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0016888570133746265 }, { "score": 6.116429328918457, "text": "For the avoidance of doubt, the Parties agree that in the event of termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement, Section 4.4 of the Trademark, Trade Name, Domain and Related Rights License Agreement contains additional provisions related to termination of licensed intellectual property pursuant to the terms hereof that shall apply as if contained herein. 9. Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0015911952746486698 }, { "score": 6.043978691101074, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0014799892748962207 }, { "score": 6.0144453048706055, "text": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "probability": 0.0014369193114544122 }, { "score": 6.0050177574157715, "text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0014234363419863513 }, { "score": 5.994243621826172, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.0014081823675878844 }, { "score": 5.904695510864258, "text": "HERC shall take all steps to change the company name so as to not to include the mark/name HERTZ by the expiration of the Interim Period.", "probability": 0.0012875634846693858 }, { "score": 5.728638648986816, "text": "In the case of the Other Intellectual Property: 2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.0010797124967067003 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Audit Rights": [ { "text": "", "score": 12.282193183898926, "probability": 0.9999942665741075 }, { "score": 0.11281657218933105, "text": "authorized officer on behalf of such Party.", "probability": 5.186858487307719e-06 }, { "score": -3.3448901176452637, "text": "authorized", "probability": 1.633960162804167e-07 }, { "score": -4.566606044769287, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. 12.7 Relationship of Parties. Each Party shall act as an independent contractor in carrying out its obligations under this Agreement.", "probability": 4.815672878700998e-08 }, { "score": -4.82692813873291, "text": "THC or HSI shall have the right to immediately terminate this Agreement if HERC:", "probability": 3.711936424950592e-08 }, { "score": -4.865752220153809, "text": "authorized officer on behalf of such Party", "probability": 3.570585566094974e-08 }, { "score": -4.999005317687988, "text": "By THC or HSI Immediately. THC or HSI shall have the right to immediately terminate this Agreement if HERC:", "probability": 3.125131958207115e-08 }, { "score": -5.049363136291504, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. 12.7 Relationship of Parties. Each Party shall act as an independent contractor in carrying out its obligations under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal/agent relationship between the Parties and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party.", "probability": 2.9716539707609024e-08 }, { "score": -5.301705837249756, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. 12.7 Relationship of Parties. Each Party shall act as an independent contractor in carrying out its obligations under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal/agent relationship between the Parties and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party. 12.8 Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted. 12.9 Exhibits/Schedules. All exhibits and schedules attached to this Agreement are incorporated herein by reference as though fully set forth herein. 12.10 Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.", "probability": 2.308911010520477e-08 }, { "score": -5.4408159255981445, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. 12.7 Relationship of Parties. Each Party shall act as an independent contractor in carrying out its obligations under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal/agent relationship between the Parties and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party. 12.8 Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted.", "probability": 2.0090578905310186e-08 }, { "score": -5.455452919006348, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. 12.7 Relationship of Parties.", "probability": 1.9798654891078644e-08 }, { "score": -5.4781670570373535, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. 12.7 Relationship of Parties. Each Party shall act as an independent contractor in carrying out its obligations under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal/agent relationship between the Parties and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party. 12.8 Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted. 12.9 Exhibits/Schedules. All exhibits and schedules attached to this Agreement are incorporated herein by reference as though fully set forth herein.", "probability": 1.9354014440199986e-08 }, { "score": -5.483099460601807, "text": "HERC RENTALS INC.", "probability": 1.925878767187555e-08 }, { "score": -5.546638011932373, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.", "probability": 1.807317704070901e-08 }, { "score": -5.738894939422607, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. 12.7 Relationship of Parties. Each Party shall act as an independent contractor in carrying out its obligations under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal/agent relationship between the Parties and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party. 12.8 Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted. 12.9 Exhibits/Schedules. All exhibits and schedules attached to this Agreement are incorporated herein by reference as though fully set forth herein. 12.10 Headings. The", "probability": 1.491208533027679e-08 }, { "score": -5.785069942474365, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement.", "probability": 1.4239175117025229e-08 }, { "score": -5.794867515563965, "text": "HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.9 In the case of the THC ERB Domains owned by THC: 2.9.1 THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):", "probability": 1.4100346958133398e-08 }, { "score": -5.839807987213135, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. 12.7 Relationship of Parties. Each Party shall act as an independent contractor in carrying out its obligations under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal/agent relationship between the Parties and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party. 12.8 Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted. 12.9 Exhibits/Schedules.", "probability": 1.348069864482211e-08 }, { "score": -5.912487983703613, "text": "With respect to the Parties' use of the HERTZ and HERC trademarks worldwide: 2.12.1 With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative", "probability": 1.2535679469206186e-08 }, { "score": -5.932340145111084, "text": "authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. 12.7 Relationship of Parties. Each Party shall act as an independent contractor in carrying out its obligations under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal/agent relationship between the Parties and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party. 12.8 Construction. This", "probability": 1.2289273079257789e-08 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.35348129272461, "probability": 0.9995845433505074 }, { "score": 3.2297523021698, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant", "probability": 0.00010900197751826183 }, { "score": 3.001432180404663, "text": "In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party.", "probability": 8.6751343233679e-05 }, { "score": 2.7407190799713135, "text": "In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party. 5.2 Indemnification of HERC related to use of HERTZ trademark during the Interim Period.", "probability": 6.684207865661404e-05 }, { "score": 2.071734666824341, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 3.4238419443265046e-05 }, { "score": 2.0116512775421143, "text": "All claims for indemnification under Section 5.2 and Section 5.3 and any other disputes that arise under this Agreement and the ancillary agreements exhibited hereto will be made in accordance with and governed by the procedures set forth in Article V of the Distribution Agreement.", "probability": 3.224184038161696e-05 }, { "score": 1.4374090433120728, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to decide whether or not proceedings shall be brought against such third parties. In the event that HSI decides that action should be taken against such third parties, HSI may take such action either in its own name or, alternatively, HSI may authorize HERC to initiate such action in HERC's name. In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party.", "probability": 1.8156393644176497e-05 }, { "score": 1.182906985282898, "text": "Indemnification of HERC related to use of HERTZ trademark during the Interim Period.", "probability": 1.4076696611559407e-05 }, { "score": 1.1766959428787231, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to decide whether or not proceedings shall be brought against such third parties. In the event that HSI decides that action should be taken against such third parties, HSI may take such action either in its own name or, alternatively, HSI may authorize HERC to initiate such action in HERC's name. In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party. 5.2 Indemnification of HERC related to use of HERTZ trademark during the Interim Period.", "probability": 1.398953660942669e-05 }, { "score": 0.5974724292755127, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant", "probability": 7.83880305804894e-06 }, { "score": 0.44680118560791016, "text": "In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice.", "probability": 6.742393009782161e-06 }, { "score": 0.16995024681091309, "text": "In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party", "probability": 5.111863266051804e-06 }, { "score": 0.13775205612182617, "text": "Termination of this Agreement shall not result in the termination of any provisions herein which by their nature are meant to survive termination (including any covenants herein related to discontinuation of use of licensed intellectual property and the indemnification provisions hereof), nor shall it relieve any Party of liability for breaches of the terms hereof prior to termination.", "probability": 4.949892100112622e-06 }, { "score": -0.40480169653892517, "text": "to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to decide whether or not proceedings shall be brought against such third parties. In the event that HSI decides that action should be taken against such third parties, HSI may take such action either in its own name or, alternatively, HSI may authorize HERC to initiate such action in HERC's name. In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party.", "probability": 2.877183964586662e-06 }, { "score": -0.5412793159484863, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to decide whether or not proceedings shall be brought against such third parties. In the event that HSI decides that action should be taken against such third parties, HSI may take such action either in its own name or, alternatively, HSI may authorize HERC to initiate such action in HERC's name.", "probability": 2.510129652810102e-06 }, { "score": -0.6655148267745972, "text": "to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to decide whether or not proceedings shall be brought against such third parties. In the event that HSI decides that action should be taken against such third parties, HSI may take such action either in its own name or, alternatively, HSI may authorize HERC to initiate such action in HERC's name. In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party. 5.2 Indemnification of HERC related to use of HERTZ trademark during the Interim Period.", "probability": 2.2168757735649244e-06 }, { "score": -0.7127358913421631, "text": "All claims for indemnification under Section 5.2 and Section 5.3 and any other disputes that arise under this Agreement and the ancillary agreements exhibited hereto will be made in accordance with and governed by the procedures set forth in Article V of the Distribution Agreement. 6. Insurance. HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury", "probability": 2.1146257170877836e-06 }, { "score": -0.7316485643386841, "text": "In the case of the Other Intellectual Property:", "probability": 2.0750083088204493e-06 }, { "score": -0.8193926811218262, "text": "In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party. 5.2 Indemnification of HERC related to use of HERTZ trademark during the Interim Period", "probability": 1.9006977225211684e-06 }, { "score": -0.8622878789901733, "text": "In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice. If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice.", "probability": 1.8208908207174945e-06 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Cap On Liability": [ { "score": 12.685819625854492, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.6103279578234626 }, { "text": "", "score": 12.189132690429688, "probability": 0.37141109170193654 }, { "score": 8.464432716369629, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage", "probability": 0.008958560351167752 }, { "score": 7.107760429382324, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.0023069752524948104 }, { "score": 6.9683613777160645, "text": "Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.002006793551565546 }, { "score": 6.942385196685791, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 0.0019553359484239686 }, { "score": 5.797077178955078, "text": "In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party.", "probability": 0.0006220430363082982 }, { "score": 5.745450973510742, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7\n\n\n\n\n\n protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.0005907441864818172 }, { "score": 5.081768035888672, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000)", "probability": 0.0003042044893133939 }, { "score": 5.034390449523926, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 0.00029012810044496903 }, { "score": 4.952129364013672, "text": "The", "probability": 0.0002672171077465573 }, { "score": 4.607383728027344, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.00018929673865579965 }, { "score": 4.477266788482666, "text": "In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party.", "probability": 0.00016620116467686618 }, { "score": 4.35205078125, "text": "The amount of coverage shall be a minimum of three million dollars", "probability": 0.0001466403342391893 }, { "score": 3.8811564445495605, "text": "The amount of coverage shall be a minimum of three million dollars ($", "probability": 9.156861172020395e-05 }, { "score": 3.777557849884033, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit,", "probability": 8.255708153474783e-05 }, { "score": 3.740509510040283, "text": "three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 7.955444353678177e-05 }, { "score": 3.695585012435913, "text": "amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 7.605959015427653e-05 }, { "score": 3.518284559249878, "text": "In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party", "probability": 6.3702044692525e-05 }, { "score": 3.513033866882324, "text": "6. Insurance. HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7\n\n\n\n\n\n protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 6.336844144312483e-05 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.138494491577148, "probability": 0.9999957619297618 }, { "score": -1.4984121322631836, "text": "If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice.", "probability": 1.1955420681477443e-06 }, { "score": -2.639028549194336, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance. 7. Confidentiality. Unless otherwise agreed to by the Parties or except as otherwise provided in this Agreement or the Distribution Agreement, any Confidential Information (as defined in the Distribution Agreement) furnished pursuant to this Agreement shall be subject to the confidentiality provisions and restrictions on disclosure set forth in Section 6.7 of the Distribution Agreement. 8. Breach and Termination. 8.1 By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice. If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice.", "probability": 3.821214760154439e-07 }, { "score": -2.672835350036621, "text": "By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice. If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice.", "probability": 3.6941909459046236e-07 }, { "score": -2.792124032974243, "text": "In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice. If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice.", "probability": 3.27878487339264e-07 }, { "score": -2.863929510116577, "text": "Breach and Termination. 8.1 By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice. If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice.", "probability": 3.051604174443464e-07 }, { "score": -3.494823455810547, "text": "THC or HSI shall have the right to immediately terminate this Agreement if HERC:", "probability": 1.6238071188281947e-07 }, { "score": -3.623750686645508, "text": "Notwithstanding the foregoing, if the nature of the breach is such that it cannot be cured, then this Agreement shall automatically terminate upon notice of termination by THC or HSI to HERC (without any opportunity to cure the breach). 8.2 By THC or HSI Immediately. THC or HSI shall have the right to immediately terminate this Agreement if HERC:", "probability": 1.427388048574879e-07 }, { "score": -3.6785237789154053, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance. 7. Confidentiality. Unless otherwise agreed to by the Parties or except as otherwise provided in this Agreement or the Distribution Agreement, any Confidential Information (as defined in the Distribution Agreement) furnished pursuant to this Agreement shall be subject to the confidentiality provisions and restrictions on disclosure set forth in Section 6.7 of the Distribution Agreement. 8. Breach and Termination. 8.1 By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice.", "probability": 1.3513081758284246e-07 }, { "score": -3.7123305797576904, "text": "By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice.", "probability": 1.3063883454879417e-07 }, { "score": -3.7175703048706055, "text": "8. Breach and Termination. 8.1 By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice. If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice.", "probability": 1.2995611316487006e-07 }, { "score": -3.8216733932495117, "text": "For the avoidance of doubt, the Parties agree that in the event of termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement, Section 4.4 of the Trademark, Trade Name, Domain and Related Rights License Agreement contains additional provisions related to termination of licensed intellectual property pursuant to the terms hereof that shall apply as if contained herein.", "probability": 1.1710766367722232e-07 }, { "score": -3.8316192626953125, "text": "In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice.", "probability": 1.1594869915186267e-07 }, { "score": -3.838345766067505, "text": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 1.151713870630528e-07 }, { "score": -3.848034143447876, "text": "By THC or HSI Immediately. THC or HSI shall have the right to immediately terminate this Agreement if HERC:", "probability": 1.1406095104922216e-07 }, { "score": -3.9034247398376465, "text": "Breach and Termination. 8.1 By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice.", "probability": 1.0791483675078603e-07 }, { "score": -3.9540579319000244, "text": "In the case of the Other Intellectual Property:", "probability": 1.0258679034667195e-07 }, { "score": -3.9728496074676514, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 1.0067701282394098e-07 }, { "score": -4.055267333984375, "text": "All claims for indemnification under Section 5.2 and Section 5.3 and any other disputes that arise under this Agreement and the ancillary agreements exhibited hereto will be made in accordance with and governed by the procedures set forth in Article V of the Distribution Agreement. 6. Insurance. HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury", "probability": 9.27121723771323e-08 }, { "score": -4.07474422454834, "text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance. 7. Confidentiality. Unless otherwise agreed to by the Parties or except as otherwise provided in this Agreement or the Distribution Agreement, any Confidential Information (as defined in the Distribution Agreement) furnished pursuant to this Agreement shall be subject to the confidentiality provisions and restrictions on disclosure set forth in Section 6.7 of the Distribution Agreement. 8. Breach and Termination. 8.1 By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice. If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice.", "probability": 9.092389907482221e-08 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.877830505371094, "probability": 0.9974515615970513 }, { "score": 5.056981563568115, "text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 0.001088014685428905 }, { "score": 4.200550079345703, "text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.0004620524629202847 }, { "score": 3.363409996032715, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 0.00020004420305970054 }, { "score": 3.1411800384521484, "text": "IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.", "probability": 0.00016018163655943596 }, { "score": 2.9074466228485107, "text": "\"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "probability": 0.0001267954279583252 }, { "score": 2.7998549938201904, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 0.00011386156350104879 }, { "score": 2.5069782733917236, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 8.495371975882653e-05 }, { "score": 1.9434232711791992, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 4.835412978242194e-05 }, { "score": 1.9086596965789795, "text": "In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 4.670204986198844e-05 }, { "score": 1.834072470664978, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 4.334541072780594e-05 }, { "score": 1.6719695329666138, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds.", "probability": 3.685892894204851e-05 }, { "score": 1.5364456176757812, "text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement", "probability": 3.218736483355659e-05 }, { "score": 1.4397510290145874, "text": "IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written", "probability": 2.922075926484488e-05 }, { "score": 1.2705174684524536, "text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "probability": 2.467142841719947e-05 }, { "score": 0.9337890148162842, "text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance. 7. Confidentiality. Unless otherwise agreed to by the Parties or except as otherwise provided in this Agreement or the Distribution Agreement, any Confidential Information (as defined in the Distribution Agreement) furnished pursuant to this Agreement shall be subject to the confidentiality provisions and restrictions on disclosure set forth in Section 6.7 of the Distribution Agreement. 8. Breach and Termination. 8.1 By THC or HSI upon Notice.", "probability": 1.7617934276565093e-05 }, { "score": 0.46158409118652344, "text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In", "probability": 1.0986996669415841e-05 }, { "score": 0.35029125213623047, "text": "HER", "probability": 9.829810080048643e-06 }, { "score": -0.012067556381225586, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 6.841868076953975e-06 }, { "score": -0.15712594985961914, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement", "probability": 5.9180228290598755e-06 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Insurance": [ { "score": 13.358246803283691, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury", "probability": 0.09921403815846712 }, { "score": 13.344173431396484, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds.", "probability": 0.09782754132980763 }, { "score": 13.266064643859863, "text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 0.0904771523443602 }, { "score": 13.195377349853516, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7\n\n\n\n\n\n protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds.", "probability": 0.08430237725431472 }, { "score": 13.021296501159668, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury", "probability": 0.07083329906081381 }, { "score": 12.919910430908203, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with", "probability": 0.06400384409865895 }, { "score": 12.831454277038574, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds.", "probability": 0.05858548629312024 }, { "score": 12.81006145477295, "text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.057345488217091255 }, { "score": 12.68722915649414, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7\n\n\n\n\n\n protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds.", "probability": 0.050717036063285315 }, { "score": 12.562315940856934, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with", "probability": 0.04476151166483164 }, { "score": 12.31751823425293, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.035042126392421456 }, { "score": 12.303936958312988, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 0.034569426801956966 }, { "score": 12.30196762084961, "text": "In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.03450141492581697 }, { "score": 12.173293113708496, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7\n\n\n\n\n\n protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.030335717947046283 }, { "score": 12.159711837768555, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7\n\n\n\n\n\n protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 0.029926505295695408 }, { "text": "", "score": 12.122264862060547, "probability": 0.02882657131071742 }, { "score": 11.938111305236816, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.023978174479923047 }, { "score": 11.858654022216797, "text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.022146660926894882 }, { "score": 11.845071792602539, "text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "probability": 0.021847893450193827 }, { "score": 11.793886184692383, "text": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7\n\n\n\n\n\n protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "probability": 0.020757733984582683 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Covenant Not To Sue": [ { "score": 13.871953964233398, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter.", "probability": 0.5646902343948017 }, { "score": 13.135601043701172, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter.", "probability": 0.2704059646541374 }, { "text": "", "score": 12.037820816040039, "probability": 0.09021035084794064 }, { "score": 10.132490158081055, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter. The Parties shall cooperate to protect, maintain and enforce all relevant trademark and related rights subject to this Agreement. 5. Infringement and Indemnification. 5.1 Notice of Infringement. HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.013420904342457317 }, { "score": 10.040731430053711, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter", "probability": 0.012244229795430883 }, { "score": 9.795781135559082, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter. The Parties shall cooperate to protect, maintain and enforce all relevant trademark and related rights subject to this Agreement. 5. Infringement and Indemnification. 5.1 Notice of Infringement. HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to decide whether or not proceedings shall be brought against such third parties.", "probability": 0.009584090598387558 }, { "score": 9.746211051940918, "text": "HERC shall not take any action that would harm or jeopardize the licensed HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks or HSI (HERTZ) US ERB Trademarks.", "probability": 0.009120589232240043 }, { "score": 9.694082260131836, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter. The Parties shall cooperate to protect, maintain and enforce all relevant trademark and related rights subject to this Agreement. 5. Infringement and Indemnification. 5.1 Notice of Infringement. HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant", "probability": 0.008657323576612636 }, { "score": 9.596725463867188, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter. The Parties shall cooperate to protect, maintain and enforce all relevant trademark and related rights subject to this Agreement. 5. Infringement and Indemnification. 5.1 Notice of Infringement. HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to decide whether or not proceedings shall be brought against such third parties. In the event that HSI decides that action should be taken against such third parties, HSI may take such action either in its own name or, alternatively, HSI may authorize HERC to initiate such action in HERC's name.", "probability": 0.007854203158651655 }, { "score": 9.167089462280273, "text": "neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter.", "probability": 0.005111090676847508 }, { "score": 8.691439628601074, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter. The Parties shall cooperate to protect, maintain and enforce all relevant trademark and related rights subject to this Agreement. 5. Infringement and Indemnification. 5.1 Notice of Infringement. HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to decide whether or not proceedings shall be brought against such third parties. In the event that HSI decides that action should be taken against such third parties, HSI may take such action either in its own name or, alternatively, HSI may authorize HERC to initiate such action in HERC's name. In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party.", "probability": 0.0031764460816989235 }, { "score": 8.351143836975098, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter", "probability": 0.002260231396402437 }, { "score": 7.132216453552246, "text": "neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter.", "probability": 0.000668004621142624 }, { "score": 6.993982791900635, "text": "HERC shall not take any action that would harm or jeopardize the licensed HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks or HSI (HERTZ) US ERB Trademarks", "probability": 0.0005817620002049847 }, { "score": 6.694013595581055, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter. The Parties shall cooperate to protect, maintain and enforce all relevant trademark and related rights subject to this Agreement. 5. Infringement and Indemnification. 5.1 Notice of Infringement. HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement", "probability": 0.00043099316582336167 }, { "score": 6.651312828063965, "text": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "probability": 0.0004129768201753876 }, { "score": 6.603784561157227, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement", "probability": 0.00039380788899205665 }, { "score": 6.23112154006958, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter. The Parties shall cooperate to protect, maintain and enforce all relevant trademark and related rights subject to this Agreement. 5. Infringement and Indemnification. 5.1 Notice of Infringement. HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to decide whether or not proceedings shall be brought against such third parties", "probability": 0.0002712932062564835 }, { "score": 6.215235710144043, "text": "HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant 6\n\n\n\n\n\n to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "probability": 0.00026701753969459396 }, { "score": 6.102231979370117, "text": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall", "probability": 0.00023848600210176296 } ], "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Third Party Beneficiary": [ { "score": 12.509075164794922, "text": "Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual.", "probability": 0.3613571276997252 }, { "score": 12.310462951660156, "text": "Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual.", "probability": 0.29626506088755106 }, { "text": "", "score": 12.110603332519531, "probability": 0.2425953697673715 }, { "score": 10.649064064025879, "text": "In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "probability": 0.05625279011854346 }, { "score": 9.429491996765137, "text": "Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual", "probability": 0.01661462903928379 }, { "score": 9.3958158493042, "text": "Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual", "probability": 0.016064428653171006 }, { "score": 8.626123428344727, "text": "Third Party Beneficiaries. Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual.", "probability": 0.0074403285385750565 }, { "score": 6.642258644104004, "text": "Third Party Beneficiaries. Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual.", "probability": 0.0010233179313707363 }, { "score": 5.609178066253662, "text": "12.13 Third Party Beneficiaries. Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual.", "probability": 0.00036420792357704597 }, { "score": 5.512863636016846, "text": "Third Party Beneficiaries. Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual", "probability": 0.00033076577382373324 }, { "score": 5.499103546142578, "text": "Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual. ***** 11\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.\n\n THE HERTZ CORPORATION\n\n By: /s/ Richard J. Frecker\n\n Name: Richard J. Frecker\n\n Title: Senior Vice President, Deputy General Counsel Secretary and Acting General Counsel\n\n HERTZ SYSTEM, INC.\n\n By: /s/ Richard J. Frecker\n\n Name: Richard J. Frecker\n\n Title: Vice President\n\n HERC RENTALS INC.", "probability": 0.0003262455775232257 }, { "score": 5.19651985168457, "text": "This Agreement shall be binding upon and shall inure to the benefit of all successors and assigns of the Parties (including by way of merger or sale of all or substantially all assets), subject to the restrictions on assignment set forth herein.", "probability": 0.0002410650245726029 }, { "score": 5.020229816436768, "text": "Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual. ***** 11\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.\n\n THE HERTZ CORPORATION", "probability": 0.00020210283931178472 }, { "score": 4.856873512268066, "text": "Except", "probability": 0.00017164362319778436 }, { "score": 4.8440752029418945, "text": "Except", "probability": 0.00016946087256698014 }, { "score": 4.803400039672852, "text": "This Agreement shall be binding upon and shall inure to the benefit of all successors and assigns of the Parties (including by way of merger or sale of all or substantially all assets), subject to the restrictions on assignment set forth herein.", "probability": 0.0001627063262839285 }, { "score": 4.771944046020508, "text": "Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual. ***** 11\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.\n\n THE HERTZ CORPORATION\n\n By: /s/ Richard J. Frecker\n\n Name: Richard J. Frecker\n\n Title: Senior Vice President, Deputy General Counsel Secretary and Acting General Counsel\n\n HERTZ SYSTEM, INC.", "probability": 0.00015766789696256174 }, { "score": 4.668767929077148, "text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds.", "probability": 0.0001422114146567434 }, { "score": 3.830199718475342, "text": "Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual. *****", "probability": 6.148213073225375e-05 }, { "score": 3.7612876892089844, "text": "Third Party Beneficiaries. Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual", "probability": 5.738796119946546e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Document Name": [ { "score": 12.813770294189453, "text": "Cooperation Agreement", "probability": 0.20385754249904128 }, { "score": 12.704142570495605, "text": "Cooperation Agreement (2014 Amendment", "probability": 0.18269054401125906 }, { "score": 12.399791717529297, "text": "Cooperation Agreement (2014 Amendment)", "probability": 0.13475291634119635 }, { "score": 12.059142112731934, "text": "COOPERATION AGREEMENT\n\n(2014 Amendment)\n\nThis Cooperation Agreement", "probability": 0.09585084136274043 }, { "score": 11.949514389038086, "text": "COOPERATION AGREEMENT\n\n(2014 Amendment)\n\nThis Cooperation Agreement (2014 Amendment", "probability": 0.08589842758738395 }, { 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"score": 9.110292434692383, "text": "Cooperation Agreement", "probability": 0.005022579113121083 }, { "score": 8.812642097473145, "text": "Original Cooperation Agreement through friendly negotiation and the Original Cooperation Agreement", "probability": 0.003729571068880282 }, { "score": 8.707778930664062, "text": "Cooperation Agreement (2014 Amendment) (this", "probability": 0.0033582837852898567 }, { "score": 8.61268424987793, "text": "Cooperation Agreement on September 17, 2008 in respect of the aforementioned cooperative matters (the \"Original Cooperation Agreement", "probability": 0.0030536432455755065 }, { "score": 7.953150749206543, "text": "COOPERATION AGREEMENT\n\n(2014 Amendment)\n\nThis Cooperation Agreement (2014 Amendment) (this", "probability": 0.0015790160246653387 }, { "score": 7.8695502281188965, "text": "Cooperation Agreement (2014 Amendment) (this \"Agreement\")", "probability": 0.0014523767649705986 }, { "score": 7.5972580909729, "text": "Cooperation Agreement (2014 Amendment) (this \"Agreement", "probability": 0.0011061762247280525 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Parties": [ { "score": 12.289117813110352, "text": "Nanjing Tuniu Technology Co., Ltd.,", "probability": 0.08506429594205489 }, { "score": 12.210306167602539, "text": "Nanjing Tuniu Technology Co., Ltd., with its registered address at 3-5/F Building No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde (\"Party A\");\n\n(2) Beijing Tuniu Technology Co., Ltd., with its registered address at R1006 10/F Building No.4, Yard No.1 of Shangdishi Street, Haidian District, Beijing and its legal representative being Yu Dunde (\"Party B", "probability": 0.07861761218120301 }, { "score": 12.16618537902832, "text": "Nanjing Tuniu Technology Co., Ltd., with its registered address at 3-5/F Building No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde (\"Party A\");\n\n(2) Beijing Tuniu Technology Co., Ltd.,", "probability": 0.07522434831332495 }, { "score": 12.148534774780273, "text": "Nanjing Tuniu Technology Co., Ltd., with its registered address at 3-5/F Building No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde (\"Party A", "probability": 0.07390824231305677 }, { "score": 12.122553825378418, "text": "Party A\");\n\n(2) Beijing Tuniu Technology Co., Ltd., with its registered address at R1006 10/F Building No.4, Yard No.1 of Shangdishi Street, Haidian District, Beijing and its legal representative being Yu Dunde (\"Party B", "probability": 0.07201276577011174 }, { "score": 12.078432083129883, "text": "Party A\");\n\n(2) Beijing Tuniu Technology Co., Ltd.,", "probability": 0.06890451209140812 }, { "score": 12.060781478881836, "text": "Party A", "probability": 0.06769897633280868 }, { "score": 11.922006607055664, "text": "Yu Dunde (\"Party A\");\n\n(2) Beijing Tuniu Technology Co., Ltd., with its registered address at R1006 10/F Building No.4, Yard No.1 of Shangdishi Street, Haidian District, Beijing and its legal representative being Yu Dunde (\"Party B", "probability": 0.05892681129498555 }, { "score": 11.901248931884766, "text": "Party B", "probability": 0.05771623552411547 }, { "score": 11.877883911132812, "text": "Yu Dunde (\"Party A\");\n\n(2) Beijing Tuniu Technology Co., Ltd.,", "probability": 0.056383326841260795 }, { "score": 11.869894027709961, "text": "Beijing Tuniu Technology Co., Ltd., with its registered address at R1006 10/F Building No.4, Yard No.1 of Shangdishi Street, Haidian District, Beijing and its legal representative being Yu Dunde (\"Party B", "probability": 0.05593462555531217 }, { "score": 11.860234260559082, "text": "Yu Dunde (\"Party A", "probability": 0.05539691137488329 }, { "score": 11.82577133178711, "text": "Beijing Tuniu Technology Co., Ltd.,", "probability": 0.05352029416017425 }, { "text": "", "score": 11.708844184875488, "probability": 0.047614329943273484 }, { "score": 11.516281127929688, "text": "Nanjing Tuniu Technology Co., Ltd., with its registered address at 3-5/F Building No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde", "probability": 0.039274313638929026 }, { "score": 11.227980613708496, "text": "Yu Dunde", "probability": 0.02943752420399209 }, { "score": 9.922612190246582, "text": "Nanjing Tuniu Technology Co., Ltd", "probability": 0.007979707610727032 }, { "score": 9.747840881347656, "text": "Yu Dunde (\"Party B", "probability": 0.006700153667835559 }, { "score": 9.466056823730469, "text": "Nanjing Tuniu Technology Co., Ltd., with its registered address at 3-5/F Building No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde (\"Party A\");\n\n(2) Beijing Tuniu Technology Co., Ltd", "probability": 0.005054841030545144 }, { "score": 9.378304481506348, "text": "Party A\");\n\n(2) Beijing Tuniu Technology Co., Ltd", "probability": 0.004630172209997888 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Agreement Date": [ { "score": 15.718778610229492, "text": "January 24, 2014", "probability": 0.9835025073154144 }, { "text": "", "score": 10.797455787658691, "probability": 0.007169223602908855 }, { "score": 9.608668327331543, "text": "This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon.", "probability": 0.0021836764565608194 }, { "score": 9.521624565124512, "text": "January 24, 2014 in", "probability": 0.0020016385939633867 }, { "score": 9.377357482910156, "text": "This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon.", "probability": 0.0017327314909859632 }, { "score": 8.687511444091797, "text": "September 17, 2008", "probability": 0.00086923046744398 }, { "score": 7.764985084533691, "text": "January 24", "probability": 0.00034553085358940156 }, { "score": 7.585860252380371, "text": "January 24, 2014 in Beijing", "probability": 0.0002888643233035069 }, { "score": 7.579318046569824, "text": ", 2014", "probability": 0.0002869806817528683 }, { "score": 7.44605016708374, "text": "24, 2014", "probability": 0.0002511742755355 }, { "score": 7.370269775390625, "text": "January 24,", "probability": 0.0002328435179935135 }, { "score": 7.290768146514893, "text": "This Cooperation Agreement (2014 Amendment) (this \"Agreement\") is entered into on January 24, 2014", "probability": 0.0002150488050229087 }, { "score": 7.192309379577637, "text": "Cooperation Agreement (2014 Amendment) (this \"Agreement\") is entered into on January 24, 2014", "probability": 0.00019488433632600805 }, { "score": 7.168610095977783, "text": "on January 24, 2014", "probability": 0.00019032001635643978 }, { "score": 7.1228742599487305, "text": "January", "probability": 0.0001818116236025927 }, { "score": 7.08079195022583, "text": "This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon", "probability": 0.00017431932286367076 }, { "score": 6.068432331085205, "text": "is entered into on January 24, 2014", "probability": 6.334076932809415e-05 }, { "score": 5.890146255493164, "text": "Agreement\") is entered into on January 24, 2014", "probability": 5.2997413551798716e-05 }, { "score": 5.418283939361572, "text": "entered into on January 24, 2014", "probability": 3.3061874651928156e-05 }, { "score": 5.314889907836914, "text": "2014", "probability": 2.9814258844702585e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Effective Date": [ { "score": 16.08133316040039, "text": "This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon.", "probability": 0.49987601153997624 }, { "score": 15.419356346130371, "text": "January 24, 2014", "probability": 0.2578513552589835 }, { "score": 15.293327331542969, "text": "This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon.", "probability": 0.22731898739723214 }, { "score": 11.618847846984863, "text": "This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon", "probability": 0.005765401394109152 }, { "text": "", "score": 11.455818176269531, "probability": 0.004898088890151159 }, { "score": 10.1734037399292, "text": "September 17, 2008", "probability": 0.0013585672751227835 }, { "score": 9.728559494018555, "text": "This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon", "probability": 0.0008707385010428338 }, { "score": 9.221420288085938, "text": "12.1 This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon.", "probability": 0.0005243725984712997 }, { "score": 8.791753768920898, "text": "January 24, 2014 in", "probability": 0.00034122291666093376 }, { "score": 8.65993595123291, "text": "12.1 This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon.", "probability": 0.0002990821128383017 }, { "score": 8.118815422058105, "text": ".", "probability": 0.00017409439139207355 }, { "score": 7.785765647888184, "text": "January 24", "probability": 0.00012477945977091027 }, { "score": 7.775561809539795, "text": "the date when the authorized representatives of the Parties sign hereon.", "probability": 0.00012351270420971432 }, { "score": 7.679141998291016, "text": ", 2014", "probability": 0.00011215975149154306 }, { "score": 7.493438243865967, "text": "January 24, 2014 in Beijing", "probability": 9.315087152953337e-05 }, { "score": 7.370894432067871, "text": "This Cooperation Agreement (2014 Amendment) (this \"Agreement\") is entered into on January 24, 2014", "probability": 8.240751559228463e-05 }, { "score": 7.022294044494629, "text": "January", "probability": 5.815292937203629e-05 }, { "score": 6.807744979858398, "text": "The Parties have entered into the Cooperation Agreement on September 17, 2008", "probability": 4.6923902283098515e-05 }, { "score": 6.732419490814209, "text": "24, 2014", "probability": 4.351917737528557e-05 }, { "score": 6.582796096801758, "text": ".", "probability": 3.747141239564487e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Expiration Date": [ { "score": 14.029793739318848, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").", "probability": 0.8892713230765693 }, { "text": "", "score": 11.676860809326172, "probability": 0.08456068643602303 }, { "score": 9.56795883178711, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.010263228734702638 }, { "score": 9.026782989501953, "text": "This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon.", "probability": 0.005973850171868294 }, { "score": 8.785304069519043, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation", "probability": 0.004692252383226468 }, { "score": 7.3346052169799805, "text": "Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").", "probability": 0.001099894060931171 }, { "score": 7.185149669647217, "text": "This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon", "probability": 0.000947203158388378 }, { "score": 7.108705043792725, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.0008774929952761512 }, { "score": 6.700523376464844, "text": "5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").", "probability": 0.0005834083123163838 }, { "score": 6.570582389831543, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.0005123184061479845 }, { "score": 6.360329627990723, "text": "the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").", "probability": 0.00041517227597188543 }, { "score": 6.03201150894165, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation ,", "probability": 0.00029897962817209095 }, { "score": 5.168462753295898, "text": "\").", "probability": 0.00012606866038438204 }, { "score": 4.791454315185547, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B", "probability": 8.647179091059359e-05 }, { "score": 4.550507545471191, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 6.795675006683657e-05 }, { "score": 4.4121479988098145, "text": "Party", "probability": 5.917575580768651e-05 }, { "score": 4.111328601837158, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 4.380257172149286e-05 }, { "score": 4.064455986022949, "text": "Party A and Party B", "probability": 4.179680557447311e-05 }, { "score": 4.012305736541748, "text": "operation term of Party B (\"Term of Cooperation\").", "probability": 3.96729527852644e-05 }, { "score": 4.001461982727051, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;", "probability": 3.9245073155590636e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Renewal Term": [ { "text": "", "score": 11.335899353027344, "probability": 0.9960061050570448 }, { "score": 5.580139636993408, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.0031518628881819976 }, { "score": 3.553002119064331, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.00041513818145062813 }, { "score": 2.174473762512207, "text": "Prior to the expiration of the Term of Cooperation ,", "probability": 0.00010459367439930491 }, { "score": 1.9731523990631104, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 8.552097881982465e-05 }, { "score": 1.616143822669983, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 5.9844715703448056e-05 }, { "score": 1.5269567966461182, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 5.473843479390862e-05 }, { "score": 0.7401022911071777, "text": "Prior to the expiration of the Term of Cooperation ,", "probability": 2.4921019505128203e-05 }, { "score": 0.5135272741317749, "text": "5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 1.986852034938869e-05 }, { "score": 0.024897098541259766, "text": "Prior", "probability": 1.2188664879796177e-05 }, { "score": -0.05134648084640503, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 1.1293900850396817e-05 }, { "score": -0.11231231689453125, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 1.062592740525076e-05 }, { "score": -0.2971698045730591, "text": "6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 8.83251243856881e-06 }, { "score": -0.34264540672302246, "text": "Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 8.4398446865662e-06 }, { "score": -0.7554575204849243, "text": "4.2 The Service Fee of the last quarter shall be paid prior to the seventh business day following the commencement of the next quarter. Such Service Fee shall be paid to the bank account designated by Party B in writing. If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.\n\n 4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 5.5853762187728115e-06 }, { "score": -0.9506222009658813, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 4.595084348075679e-06 }, { "score": -0.9749059677124023, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances", "probability": 4.484842354450111e-06 }, { "score": -1.074928879737854, "text": "The Service Fee of the last quarter shall be paid prior to the seventh business day following the commencement of the next quarter. Such Service Fee shall be paid to the bank account designated by Party B in writing. If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.\n\n 4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 4.057960199146444e-06 }, { "score": -1.0867891311645508, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").", "probability": 4.010116053537145e-06 }, { "score": -1.2840228080749512, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A,", "probability": 3.2923003172003263e-06 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.693944931030273, "probability": 0.9887346626589507 }, { "score": 6.7067108154296875, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.006747633774572808 }, { "score": 5.535924911499023, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.002092597228596168 }, { "score": 4.377346038818359, "text": "6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.0006569332360288507 }, { "score": 4.236334800720215, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.0005705330822472174 }, { "score": 3.574432849884033, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.00029432046919106614 }, { "score": 3.0401108264923096, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.00017249136574325056 }, { "score": 2.9425015449523926, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.00015645022370825966 }, { "score": 2.4162344932556152, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 9.243177902130413e-05 }, { "score": 2.403646469116211, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 9.127553821727261e-05 }, { "score": 2.3732197284698486, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A,", "probability": 8.854014664271823e-05 }, { "score": 2.064983367919922, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement", "probability": 6.505413197878302e-05 }, { "score": 1.9977848529815674, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 6.0826235938604574e-05 }, { "score": 1.671907901763916, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 4.3910095383792225e-05 }, { "score": 1.245068073272705, "text": "6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 2.8654326051869586e-05 }, { "score": 1.2024333477020264, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A,", "probability": 2.7458333295208192e-05 }, { "score": 1.1166445016860962, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 2.5200928945387487e-05 }, { "score": 0.8941969871520996, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement", "probability": 2.0174780659805853e-05 }, { "score": 0.6296477317810059, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;", "probability": 1.54851900550735e-05 }, { "score": 0.6219518184661865, "text": "Prior to the expiration of the Term of Cooperation ,", "probability": 1.536647477193963e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Governing Law": [ { "score": 15.194414138793945, "text": "This Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 0.9450153529427817 }, { "text": "", "score": 12.213714599609375, "probability": 0.047966441677255604 }, { "score": 10.02894401550293, "text": "This Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement", "probability": 0.005396394527991263 }, { "score": 8.228436470031738, "text": "9. Governing Law\n\nThis Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 0.0008915653910513848 }, { "score": 6.498627185821533, "text": ".", "probability": 0.00015809079183743584 }, { "score": 5.939862251281738, "text": "Governing Law\n\nThis Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 9.041449209471698e-05 }, { "score": 5.931947708129883, "text": "This Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available,", "probability": 8.970172702107588e-05 }, { "score": 5.5558881759643555, "text": "This Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.\n\n\n\n\n\n10. Force Majeure\n\nThe force majeure hereunder shall mean the natural disaster, war, political event, and adjustment of laws, regulations and state policies.", "probability": 6.15857486084795e-05 }, { "score": 5.467831611633301, "text": "This", "probability": 5.639462912467232e-05 }, { "score": 5.280252456665039, "text": "People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 4.674908908421781e-05 }, { "score": 5.198419094085693, "text": "that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 4.3075802310445196e-05 }, { "score": 5.134891510009766, "text": "People's Republic of China", "probability": 4.042441055107536e-05 }, { "score": 4.843633651733398, "text": "provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 3.021008973546646e-05 }, { "score": 4.698918342590332, "text": "Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 2.613984181281828e-05 }, { "score": 4.676163196563721, "text": "This Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.\n\n", "probability": 2.555174241519744e-05 }, { "score": 4.127486228942871, "text": "Party B is a limited liability company incorporated under the laws of the People's Republic of China", "probability": 1.4761590089238777e-05 }, { "score": 3.9802465438842773, "text": "the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 1.2740537738599519e-05 }, { "score": 3.8831329345703125, "text": "general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 1.156143798438076e-05 }, { "score": 3.8733086585998535, "text": "the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 1.1448411338562724e-05 }, { "score": 3.868642807006836, "text": "8.1 If any Party commits any act in violation of this Agreement, such Party shall assume the liabilities for breach according to this Agreement and applicable laws. If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party.\n\n 9. Governing Law\n\nThis Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "probability": 1.1395119173629088e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.06872272491455, "probability": 0.7639755502840784 }, { "score": 9.834087371826172, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.08176918272488923 }, { "score": 9.031325340270996, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.03663992166226087 }, { "score": 8.848881721496582, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.030529541328166012 }, { "score": 7.879329204559326, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.011578411262453918 }, { "score": 7.798978328704834, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 0.010684471120843815 }, { "score": 7.755980014801025, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.01023479384033091 }, { "score": 7.571264743804932, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.00850860330632033 }, { "score": 7.523429870605469, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.008111176554149179 }, { "score": 7.410059928894043, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.007241823145599824 }, { "score": 7.131163120269775, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.005479293568341924 }, { "score": 7.047853469848633, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 0.0050413128352227886 }, { "score": 7.016694068908691, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 0.004886650651191253 }, { "score": 6.9962158203125, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 0.004787598275455744 }, { "score": 6.3454694747924805, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;", "probability": 0.002497480781176645 }, { "score": 5.9791669845581055, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.0017314860808593441 }, { "score": 5.970221996307373, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;", "probability": 0.0017160670226669845 }, { "score": 5.86469841003418, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 0.0015442084848394765 }, { "score": 5.8551411628723145, "text": "Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.001529520403295045 }, { "score": 5.84421968460083, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 0.0015129066678583412 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Compete": [ { "score": 13.89808464050293, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.673344709122349 }, { "score": 12.440164566040039, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.15670065383144374 }, { "text": "", "score": 11.714237213134766, "probability": 0.07582362874591946 }, { "score": 11.117094039916992, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.04173194053732277 }, { "score": 10.382223129272461, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.020013276635499577 }, { "score": 9.676629066467285, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business", "probability": 0.009882858801509395 }, { "score": 9.269783020019531, "text": "nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.0065794804012062605 }, { "score": 9.020623207092285, "text": "2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.0051284115041091965 }, { "score": 8.540788650512695, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.0031739009226801522 }, { "score": 8.218708992004395, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business", "probability": 0.002299937038101781 }, { "score": 7.197283744812012, "text": "cause adverse effect to Party B's business.", "probability": 0.0008281644780217828 }, { "score": 7.082869529724121, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.0007386303290937722 }, { "score": 6.9125590324401855, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity,", "probability": 0.0006229629627868956 }, { "score": 6.826855659484863, "text": "shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.0005717968061608083 }, { "score": 6.775546073913574, "text": "competitive with or cause adverse effect to Party B's business.", "probability": 0.000543198116440363 }, { "score": 6.617889881134033, "text": "being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.00046396908179046297 }, { "score": 6.580716133117676, "text": "Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.0004470382529035347 }, { "score": 6.5270185470581055, "text": "any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.00042366649691895515 }, { "score": 6.37296199798584, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;", "probability": 0.00036317689615131737 }, { "score": 6.242005348205566, "text": "it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.00031859903959111877 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Exclusivity": [ { "score": 12.15631103515625, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries.", "probability": 0.23100837285825654 }, { "text": "", "score": 12.097220420837402, "probability": 0.2177534243532124 }, { "score": 11.733574867248535, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.15136857975074974 }, { "score": 11.073528289794922, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.07823140853962463 }, { "score": 10.983870506286621, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.", "probability": 0.07152259595631823 }, { "score": 10.968688011169434, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries", "probability": 0.07044490620342554 }, { "score": 10.323823928833008, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.", "probability": 0.036964827398702736 }, { "score": 10.228888511657715, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.03361698457338615 }, { "score": 10.120283126831055, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.030157270780407378 }, { "score": 9.665767669677734, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.01914249227640288 }, { "score": 9.593400955200195, "text": "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.01780614951577612 }, { "score": 9.17514419555664, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.", "probability": 0.011719886694588972 }, { "score": 9.153353691101074, "text": "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.", "probability": 0.011467266804568327 }, { "score": 8.648262023925781, "text": "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.", "probability": 0.006919925092405441 }, { "score": 8.00925064086914, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.0036524331491772357 }, { "score": 7.906725883483887, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.0032965247395373904 }, { "score": 7.2006611824035645, "text": "Party A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A. Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services.\n\n 2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries.", "probability": 0.001627107833022635 }, { "score": 7.004826545715332, "text": "Party A is a company with exclusively domestic capital incorporated under the laws of the People's Republic of China, mainly engaged in the internet-based sale, promotion of tour products, room reservation and conference affairs services.", "probability": 0.0013377237380238316 }, { "score": 6.777924537658691, "text": "Party A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A. Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services.\n\n 2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.0010661643181888094 }, { "score": 6.603992462158203, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.0008959554242251437 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__No-Solicit Of Customers": [ { "score": 12.705388069152832, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.5228738313774104 }, { "text": "", "score": 12.062379837036133, "probability": 0.27487926438171906 }, { "score": 10.804248809814453, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.07811647135389377 }, { "score": 10.794300079345703, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.07734316472314591 }, { "score": 8.784024238586426, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.01036024996254718 }, { "score": 8.563468933105469, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business", "probability": 0.008309679654436119 }, { "score": 8.529740333557129, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity,", "probability": 0.008034079723648488 }, { "score": 8.221891403198242, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.005905260293186872 }, { "score": 7.964276313781738, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.004564132391669785 }, { "score": 6.880709648132324, "text": "Party A shall cause its subsidiaries to accept Party B's Services.", "probability": 0.0015444406002416537 }, { "score": 6.6944379806518555, "text": "2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.0012819599352623474 }, { "score": 6.652381896972656, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business", "probability": 0.0012291637038717434 }, { "score": 6.618652820587158, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity,", "probability": 0.0011883965317709912 }, { "score": 6.3108038902282715, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.0008735027648494954 }, { "score": 6.293021202087402, "text": "nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.00085810683382346 }, { "score": 6.189030647277832, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement,", "probability": 0.0007733548909814352 }, { "score": 5.9539995193481445, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.0006113728021619355 }, { "score": 5.617639064788818, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;", "probability": 0.00043674367606721904 }, { "score": 5.571954727172852, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;", "probability": 0.0004172402236240338 }, { "score": 5.528717041015625, "text": "Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.00039958417568827884 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Competitive Restriction Exception": [ { "score": 13.35261344909668, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.4887912903322264 }, { "score": 12.012517929077148, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.12797565739214015 }, { "text": "", "score": 11.816434860229492, "probability": 0.1051888178405045 }, { "score": 11.064435958862305, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.04958845770029945 }, { "score": 10.98518180847168, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.04581007057978365 }, { "score": 10.664793014526367, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.", "probability": 0.033252007946903805 }, { "score": 10.586418151855469, "text": "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.03074539699991924 }, { "score": 10.562336921691895, "text": "The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.", "probability": 0.030013853602593742 }, { "score": 10.013265609741211, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.017332576229185513 }, { "score": 9.973846435546875, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.01666263147055534 }, { "score": 9.927356719970703, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business", "probability": 0.015905721067965603 }, { "score": 9.26703929901123, "text": "Party A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.", "probability": 0.008218284090344788 }, { "score": 9.03189468383789, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 0.0064961963193049 }, { "score": 8.843170166015625, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.005378945257427526 }, { "score": 8.73849105834961, "text": "nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.00484435058648814 }, { "score": 8.587261199951172, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business", "probability": 0.004164446360296995 }, { "score": 8.405628204345703, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 0.0034727623532293662 }, { "score": 7.998502731323242, "text": "2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.002311334056460005 }, { "score": 7.850409030914307, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.", "probability": 0.0019931796368191715 }, { "score": 7.778034210205078, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries.", "probability": 0.0018540201775516798 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.147682189941406, "probability": 0.9993573974464532 }, { "score": 4.618884086608887, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.0005370384242679828 }, { "score": 2.506042003631592, "text": "Party A shall cause its subsidiaries to accept Party B's Services.", "probability": 6.492466271514957e-05 }, { "score": 0.6840139627456665, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 1.049815493931303e-05 }, { "score": 0.611774206161499, "text": "Party A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.", "probability": 9.766515652883815e-06 }, { "score": -0.5371875762939453, "text": "Party A shall cause its subsidiaries to accept Party B's Services", "probability": 3.0956502550088777e-06 }, { "score": -0.8270864486694336, "text": "Party", "probability": 2.3165965638506107e-06 }, { "score": -1.013786792755127, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 1.9220623806919832e-06 }, { "score": -1.055414080619812, "text": "2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 1.8436945725198464e-06 }, { "score": -1.1643894910812378, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 1.6533376580652344e-06 }, { "score": -1.4199622869491577, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 1.2804649727923968e-06 }, { "score": -1.491004467010498, "text": "The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.", "probability": 1.1926540190796546e-06 }, { "score": -1.5086709260940552, "text": "1. Business Cooperation\n\nParty A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A. Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services.\n\n 2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 1.1717690703830043e-06 }, { "score": -1.5363489389419556, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 1.1397815485552808e-06 }, { "score": -1.7240676879882812, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 9.447054161039779e-07 }, { "score": -1.813376784324646, "text": "4. After an amiable consideration, the Parties unanimously agree that the establishment of a long-term and close cooperation relationship is in the best interests of the Parties and their beneficiaries.\n\n5. The Parties have entered into the Cooperation Agreement on September 17, 2008 in respect of the aforementioned cooperative matters (the \"Original Cooperation Agreement\").\n\n\n\n\n\nThe Parties unanimously agree to amend and restate the Original Cooperation Agreement through friendly negotiation and the Original Cooperation Agreement is amended and restated as follows:\n\n 1. Business Cooperation\n\nParty A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A. Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services.\n\n 2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 8.639924700699811e-07 }, { "score": -1.8531016111373901, "text": "Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services.\n\n 2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 8.303432975280335e-07 }, { "score": -1.9158847332000732, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 7.798145263630609e-07 }, { "score": -2.023242712020874, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 7.004325871912062e-07 }, { "score": -2.1142594814300537, "text": "Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 6.394966333259343e-07 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.473644256591797, "probability": 0.9878324883802053 }, { "score": 6.602931022644043, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.007574595141130459 }, { "score": 5.522776126861572, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.0025719002111491453 }, { "score": 4.27074670791626, "text": "nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.0007353678627212276 }, { "score": 4.090951919555664, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.0006143569304181271 }, { "score": 2.841279983520508, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business", "probability": 0.00017607396159701375 }, { "score": 2.488260507583618, "text": "2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.00012370314050762335 }, { "score": 2.3752996921539307, "text": "cause adverse effect to Party B's business.", "probability": 0.00011048987101610402 }, { "score": 1.868170976638794, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 6.653945874176806e-05 }, { "score": 1.209113359451294, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity,", "probability": 3.442343281779994e-05 }, { "score": 0.6597919464111328, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 1.987407475006463e-05 }, { "score": 0.6209778785705566, "text": "2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 1.9117459704635988e-05 }, { "score": 0.5856314897537231, "text": "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 1.8453529432452615e-05 }, { "score": 0.509095311164856, "text": "nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business", "probability": 1.7093862325662672e-05 }, { "score": 0.3850362300872803, "text": "or cause adverse effect to Party B's business.", "probability": 1.5099481261338343e-05 }, { "score": 0.3483402729034424, "text": "shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 1.4555434550314315e-05 }, { "score": 0.33494317531585693, "text": "Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 1.4361734380389752e-05 }, { "score": 0.32930076122283936, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business", "probability": 1.4280927714642082e-05 }, { "score": 0.30222558975219727, "text": "Party A irrevocably undertakes that, without Party B's consent,", "probability": 1.3899456648573767e-05 }, { "score": 0.26006650924682617, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 1.3325648927106544e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Termination For Convenience": [ { "score": 12.131908416748047, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.5409189045934572 }, { "text": "", "score": 11.506416320800781, "probability": 0.2893905826078116 }, { "score": 10.49017333984375, "text": "6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.10474557260605041 }, { "score": 8.870280265808105, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement", "probability": 0.020731229141666405 }, { "score": 8.68519401550293, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.017228327336584928 }, { "score": 8.050474166870117, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.009132460172865123 }, { "score": 7.228545665740967, "text": "6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement", "probability": 0.0040144751538262625 }, { "score": 6.822647571563721, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A,", "probability": 0.0026751582121776166 }, { "score": 6.712385177612305, "text": "bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.0023958692996892033 }, { "score": 6.442859649658203, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A", "probability": 0.0018298254896016318 }, { "score": 6.32132625579834, "text": "If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.", "probability": 0.0016204229696998294 }, { "score": 5.7801008224487305, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A", "probability": 0.0009431421873679376 }, { "score": 5.5991997718811035, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A,", "probability": 0.0007870690656018106 }, { "score": 5.4235663414001465, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement", "probability": 0.0006602922712048924 }, { "score": 5.293890953063965, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but", "probability": 0.0005799878666894297 }, { "score": 5.204606056213379, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.0005304481880202676 }, { "score": 5.200024604797363, "text": "Party A may not terminate or rescind this Agreement;", "probability": 0.0005280235238996527 }, { "score": 5.1005964279174805, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.00047804872319838547 }, { "score": 5.052995204925537, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.00045582612669001324 }, { "score": 4.8011250495910645, "text": "6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A", "probability": 0.00035433446389726515 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.251358985900879, "probability": 0.8573737705027781 }, { "score": 10.37910270690918, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.13184377287187368 }, { "score": 6.578344821929932, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 0.0029472124688739603 }, { "score": 6.164793014526367, "text": "Party A shall cause its subsidiaries to accept Party B's Services.", "probability": 0.001948983569791643 }, { "score": 5.951145172119141, "text": "Party A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.", "probability": 0.0015740629581370057 }, { "score": 5.652504920959473, "text": "The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.", "probability": 0.0011676811940539028 }, { "score": 5.088903903961182, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 0.0006645925584592097 }, { "score": 4.875256538391113, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.", "probability": 0.0005367469708636232 }, { "score": 4.833281517028809, "text": "Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 0.0005146833061022165 }, { "score": 4.5232834815979, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.0003774936458917455 }, { "score": 4.459129810333252, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.0003540365177176556 }, { "score": 3.8412668704986572, "text": "Party A shall cause its subsidiaries to accept Party B's Services", "probability": 0.00019085941795121995 }, { "score": 3.425203800201416, "text": "Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.00012589825176798444 }, { "score": 3.1057891845703125, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 9.147442631996921e-05 }, { "score": 2.832648992538452, "text": "Party", "probability": 6.96107665657285e-05 }, { "score": 2.7653777599334717, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services", "probability": 6.508200009905531e-05 }, { "score": 2.368435859680176, "text": "3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 4.375938545817867e-05 }, { "score": 2.2522172927856445, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 3.895813264855033e-05 }, { "score": 2.221804141998291, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries.", "probability": 3.779112916361139e-05 }, { "score": 2.102168083190918, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 3.3529925482590083e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Change Of Control": [ { "text": "", "score": 12.212364196777344, "probability": 0.9886431319392377 }, { "score": 7.319002151489258, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.0074110444733757 }, { "score": 5.775191307067871, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "probability": 0.001582744775482189 }, { "score": 5.234014511108398, "text": "If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.", "probability": 0.0009212569822209137 }, { "score": 4.95143985748291, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.0006944806978407238 }, { "score": 3.6536142826080322, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.00018968006682241957 }, { "score": 3.42061185836792, "text": "Except as provided for under Article 6.1.3 hereof, neither Party shall exercise the right to termination this Agreement that it may have under any applicable laws on the ground of occurrence of force majeure event.\n\n 11. Dispute Resolution\n\n 11.1 Any dispute arising out of performance of this Agreement or in connection with this Agreement shall be resolved by the Partiesthrough friendly negotiation.\n\n 11.2 If the dispute cannot be resolved through negotiation within thirty (30) days after a Party sends the written notice to the other Party stating its opinions on this dispute, either Party may submit the dispute to China International Economic and Trade Commission for arbitration in Beijing according to its arbitration rules then in effect. The arbitration award shall be final and binding on each Party.\n\n 12. Miscellaneous\n\n\n\n12.1 This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon. The Parties agree and confirm that this Agreement shall constitute all understanding, interpretation and intentions of the Parties in respect of the cooperative business. This Agreement shall be taken as an amendment and restatement of the Original Cooperation Agreement and supersede the Original Cooperation Agreement in all respects.\n\n 12.2 The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "probability": 0.0001502553785041532 }, { "score": 2.5715999603271484, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates", "probability": 6.428488102337789e-05 }, { "score": 2.5235185623168945, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;", "probability": 6.126710487823561e-05 }, { "score": 2.403884172439575, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 5.435891795300594e-05 }, { "score": 2.055537700653076, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 3.83694746351699e-05 }, { "score": 2.0177502632141113, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 3.6946642404787895e-05 }, { "score": 1.8906928300857544, "text": "Except as provided for under Article 6.1.3 hereof, neither Party shall exercise the right to termination this Agreement that it may have under any applicable laws on the ground of occurrence of force majeure event.", "probability": 3.253828322623981e-05 }, { "score": 1.674612283706665, "text": "5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 2.6215131838751663e-05 }, { "score": 1.4360569715499878, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 2.065136632317396e-05 }, { "score": 1.4165008068084717, "text": "If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.\n\n 4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 2.0251428175439152e-05 }, { "score": 1.4021342992782593, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 1.9962565819993604e-05 }, { "score": 0.9254418611526489, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;", "probability": 1.2393428501693848e-05 }, { "score": 0.8638691902160645, "text": "Prior to the expiration of the Term of Cooperation ,", "probability": 1.165335010874026e-05 }, { "score": 0.5498830080032349, "text": "6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 8.513111627790387e-06 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Anti-Assignment": [ { "score": 12.247980117797852, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.5269613911623959 }, { "text": "", "score": 11.950151443481445, "probability": 0.3912311688611692 }, { "score": 10.131656646728516, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.06348500988557276 }, { "score": 8.089224815368652, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "probability": 0.008234823923149516 }, { "score": 7.138861656188965, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement,", "probability": 0.0031835878728875677 }, { "score": 7.1224284172058105, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.0031316987335843274 }, { "score": 6.232306003570557, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B", "probability": 0.0012858926804010776 }, { "score": 5.843352794647217, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses", "probability": 0.0008715343161428757 }, { "score": 4.673274040222168, "text": "Party", "probability": 0.00027047413803514157 }, { "score": 4.425369739532471, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates", "probability": 0.00021108738296566566 }, { "score": 4.311602592468262, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 0.0001883882584897144 }, { "score": 4.268242835998535, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.0001803943488529436 }, { "score": 4.230064392089844, "text": "nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.00017363698687707983 }, { "score": 3.7887778282165527, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor", "probability": 0.00011168476154401128 }, { "score": 3.568317174911499, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B", "probability": 8.958784214265481e-05 }, { "score": 3.52923846244812, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 8.615438902050203e-05 }, { "score": 3.528468370437622, "text": "2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 8.608806775386437e-05 }, { "score": 3.4781856536865234, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless", "probability": 8.186635488396329e-05 }, { "score": 3.3420467376708984, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement", "probability": 7.144651895402365e-05 }, { "score": 3.2332847118377686, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.\n\n\n\n\n\n\n\n12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 6.408351517713621e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.032676696777344, "probability": 0.4685359207917607 }, { "score": 11.644647598266602, "text": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services.", "probability": 0.3178513027936269 }, { "score": 10.350723266601562, "text": "Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:\n\nParty B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services. The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services.", "probability": 0.0871524897813535 }, { "score": 9.831417083740234, "text": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services", "probability": 0.05184990785956237 }, { "score": 8.98937702178955, "text": "Party B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services. The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services.", "probability": 0.022338532355440702 }, { "score": 8.537492752075195, "text": "Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:\n\nParty B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services. The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services", "probability": 0.014216863436386822 }, { "score": 8.169023513793945, "text": "Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:", "probability": 0.00983511935660271 }, { "score": 7.983593940734863, "text": "Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:", "probability": 0.008170499249141412 }, { "score": 7.373338222503662, "text": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services. Party B shall have the right to adjust the amount of Service Fee at its own discretion, without the prior consent of Party A or its subsidiaries.\n\nParty A shall cause its subsidiaries to pay the Service Fee in respect of Party B's Services provided to such subsidiaries.\n\n 4.2 The Service Fee of the last quarter shall be paid prior to the seventh business day following the commencement of the next quarter. Such Service Fee shall be paid to the bank account designated by Party B in writing. If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.\n\n 4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.", "probability": 0.0044383127651766744 }, { "score": 7.238437652587891, "text": "Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:\n\nParty B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services.", "probability": 0.003878210075567429 }, { "score": 7.176146507263184, "text": "Party B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services. The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services", "probability": 0.0036440021927469563 }, { "score": 6.543940544128418, "text": "Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:\n\nParty B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services", "probability": 0.0019364891518190647 }, { "score": 6.079413890838623, "text": "Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:\n\nParty B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services. The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services. Party B shall have the right to adjust the amount of Service Fee at its own discretion, without the prior consent of Party A or its subsidiaries.\n\nParty A shall cause its subsidiaries to pay the Service Fee in respect of Party B's Services provided to such subsidiaries.\n\n 4.2 The Service Fee of the last quarter shall be paid prior to the seventh business day following the commencement of the next quarter. Such Service Fee shall be paid to the bank account designated by Party B in writing. If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.\n\n 4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.", "probability": 0.0012169527213316386 }, { "score": 6.056997776031494, "text": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services. Party B shall have the right to adjust the amount of Service Fee at its own discretion, without the prior consent of Party A or its subsidiaries.\n\nParty A shall cause its subsidiaries to pay the Service Fee in respect of Party B's Services provided to such subsidiaries.", "probability": 0.0011899768461384045 }, { "score": 5.877091407775879, "text": "Party B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services.", "probability": 0.0009940452816850518 }, { "score": 5.46167516708374, "text": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services. Party B shall have the right to adjust the amount of Service Fee at its own discretion, without the prior consent of Party A or its subsidiaries.", "probability": 0.0006561349734182483 }, { "score": 5.432625770568848, "text": "4.1 Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:\n\nParty B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services. The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services.", "probability": 0.0006373488325021647 }, { "score": 5.396291255950928, "text": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services. Party B shall have the right to adjust the amount of Service Fee at its own discretion, without the prior consent of Party A or its subsidiaries.\n\nParty A shall cause its subsidiaries to pay the Service Fee in respect of Party B's Services provided to such subsidiaries.\n\n 4.2 The Service Fee of the last quarter shall be paid prior to the seventh business day following the commencement of the next quarter.", "probability": 0.0006146067355076241 }, { "score": 5.182593822479248, "text": "Party B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services", "probability": 0.00049635191209366 }, { "score": 4.824440002441406, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.\n\n 4. Cooperation Remuneration\n\n 4.1 Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:", "probability": 0.00034693288813817026 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.00761604309082, "probability": 0.9910740867029946 }, { "score": 6.5323381423950195, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.004151673020102548 }, { "score": 5.442690849304199, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.001396353362469843 }, { "score": 4.675416469573975, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 0.0006482944534015494 }, { "score": 4.566110610961914, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 0.0005811675735663992 }, { "score": 4.456341743469238, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.0005207500990955843 }, { "score": 3.7670063972473145, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.0002613694501435309 }, { "score": 3.6890668869018555, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 0.00024177206783455938 }, { "score": 3.620422840118408, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 0.00022573265737437344 }, { "score": 3.389587879180908, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.00017920249190189793 }, { "score": 3.0012316703796387, "text": "Party A shall cause its subsidiaries to accept Party B's Services.", "probability": 0.00012152988472431948 }, { "score": 2.975949287414551, "text": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services.", "probability": 0.00011849583524909932 }, { "score": 2.7309937477111816, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 9.27513516731688e-05 }, { "score": 2.622018814086914, "text": "Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 8.317504318016005e-05 }, { "score": 2.6030876636505127, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.", "probability": 8.161525480326904e-05 }, { "score": 2.198270320892334, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;", "probability": 5.444542630929135e-05 }, { "score": 2.1444849967956543, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;", "probability": 5.159441982748456e-05 }, { "score": 1.9224250316619873, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event", "probability": 4.132028570301824e-05 }, { "score": 1.8547440767288208, "text": "Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 3.8616228041144633e-05 }, { "score": 1.786100149154663, "text": "Other services as agreed by the Parties.", "probability": 3.60543916041119e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.096355438232422, "probability": 0.9937056399318864 }, { "score": 6.917327404022217, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.0055980201562313035 }, { "score": 4.2906975746154785, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.00040485883114726345 }, { "score": 2.8281750679016113, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 9.37860322079818e-05 }, { "score": 2.4028937816619873, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 6.129722963236504e-05 }, { "score": 1.9023840427398682, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event", "probability": 3.715970255225672e-05 }, { "score": 0.9234262704849243, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 1.3960991750978961e-05 }, { "score": 0.8283121585845947, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 1.2694299383395803e-05 }, { "score": 0.43965578079223633, "text": "Party", "probability": 8.606318540078372e-06 }, { "score": 0.24826371669769287, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 7.107173196236296e-06 }, { "score": 0.2450580596923828, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 7.084426515199723e-06 }, { "score": 0.1892184019088745, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 6.699676680351173e-06 }, { "score": 0.13717806339263916, "text": "One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 6.359939915457472e-06 }, { "score": 0.0847783088684082, "text": "fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 6.035261447768685e-06 }, { "score": 0.08140182495117188, "text": "Party B", "probability": 6.014917848798854e-06 }, { "score": 0.033249855041503906, "text": "5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 5.7321502476354555e-06 }, { "score": 0.02562999725341797, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years", "probability": 5.688638066777951e-06 }, { "score": -0.028582215309143066, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 5.388454727606881e-06 }, { "score": -0.06834244728088379, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee", "probability": 5.178411864399135e-06 }, { "score": -0.7242457866668701, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event", "probability": 2.6874561579311723e-06 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.05650806427002, "probability": 0.9929157639928287 }, { "score": 6.989692687988281, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.006257811068216152 }, { "score": 3.874987840652466, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.000277794292845245 }, { "score": 2.6373400688171387, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 8.057860069186768e-05 }, { "score": 2.450136184692383, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 6.682179033938918e-05 }, { "score": 2.283168077468872, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 5.6546376406232454e-05 }, { "score": 2.247497797012329, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 5.456490128056919e-05 }, { "score": 2.108393669128418, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 4.7478962323124834e-05 }, { "score": 1.9393830299377441, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 4.0095979814365203e-05 }, { "score": 1.842315435409546, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event", "probability": 3.638688766469322e-05 }, { "score": 1.5133860111236572, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years", "probability": 2.6187417739547142e-05 }, { "score": 1.4507296085357666, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 2.4596954977612992e-05 }, { "score": 1.250578761100769, "text": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services.", "probability": 2.0135245892950542e-05 }, { "score": 1.2438791990280151, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 2.0000799432320464e-05 }, { "score": 1.015718936920166, "text": "Party", "probability": 1.592056997560861e-05 }, { "score": 0.8540465831756592, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 1.3543945603179242e-05 }, { "score": 0.7552257776260376, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 1.2269528402366157e-05 }, { "score": 0.7196033000946045, "text": "Other services as agreed by the Parties.", "probability": 1.1840150558182944e-05 }, { "score": 0.7045736312866211, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;", "probability": 1.1663527633468726e-05 }, { "score": 0.5505927801132202, "text": "Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 9.999007373891889e-06 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Ip Ownership Assignment": [ { "score": 13.085784912109375, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.5599928927295896 }, { "text": "", "score": 12.194412231445312, "probability": 0.22964885190409146 }, { "score": 11.46696949005127, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 0.11095321988868699 }, { "score": 10.606481552124023, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.\n\n\n\n\n\n\n\n12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.04692829188715038 }, { "score": 10.104645729064941, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "probability": 0.028411241918696296 }, { "score": 8.987667083740234, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.\n\n\n\n\n\n\n\n12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 0.00929806453259144 }, { "score": 8.499159812927246, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "probability": 0.005704749040277591 }, { "score": 8.21767807006836, "text": "12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.00430517268637092 }, { "score": 7.625342845916748, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.\n\n\n\n\n\n\n\n12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "probability": 0.002380908234211667 }, { "score": 6.59886360168457, "text": "12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 0.0008529987317264275 }, { "score": 6.124737739562988, "text": "For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "probability": 0.0005309310686145415 }, { "score": 5.343138694763184, "text": "The", "probability": 0.00024299312572194487 }, { "score": 5.236539363861084, "text": "12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "probability": 0.00021842305966159276 }, { "score": 4.801798343658447, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates", "probability": 0.00014141414765937973 }, { "score": 4.637077331542969, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope", "probability": 0.00011993762194557531 }, { "score": 4.318076133728027, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For", "probability": 8.717962040907153e-05 }, { "score": 3.956878185272217, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party", "probability": 6.0750337893574075e-05 }, { "score": 3.76674222946167, "text": "Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 5.023121712114068e-05 }, { "score": 3.437596321105957, "text": "For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "probability": 3.6143270633996485e-05 }, { "score": 3.422590970993042, "text": "12.2 The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.\n\n\n\n\n\n\n\n12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 3.560497694669812e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Joint Ip Ownership": [ { "score": 12.366009712219238, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.4409626925255473 }, { "text": "", "score": 12.080366134643555, "probability": 0.3313968821545505 }, { "score": 11.032092094421387, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.11616860841920894 }, { "score": 10.704412460327148, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 0.08371038321324364 }, { "score": 9.452556610107422, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 0.023938957966641708 }, { "score": 6.913463115692139, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "probability": 0.001889691669426306 }, { "score": 6.225448131561279, "text": "12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.0009497074338018675 }, { "score": 5.050924301147461, "text": "The", "probability": 0.0002934273686373078 }, { "score": 4.563850402832031, "text": "12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 0.00018028812111058957 }, { "score": 4.465274810791016, "text": "12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.00016336396929731323 }, { "score": 3.703748941421509, "text": "The", "probability": 7.628335653669832e-05 }, { "score": 3.261984348297119, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For", "probability": 4.904264322192303e-05 }, { "score": 3.040783643722534, "text": "Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 3.931041454469818e-05 }, { "score": 2.88573956489563, "text": "12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 3.366455172259929e-05 }, { "score": 2.729175567626953, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party", "probability": 2.8785776937284215e-05 }, { "score": 2.7046141624450684, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.\n\n 12.4 To the extent permitted under the laws of the People's Republic of China, the failure or delay of performance of any right under this Agreement by any Party shall not be deemed as a waive of such right, and any single or partial exercise of any right shall not preclude the further exercise of such right in the future.", "probability": 2.8087369846114513e-05 }, { "score": 2.6642470359802246, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope", "probability": 2.697614284758389e-05 }, { "score": 2.604912519454956, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.\n\n\n\n\n\n\n\n12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 2.542208693743785e-05 }, { "score": 2.372936248779297, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For", "probability": 2.0158823632995664e-05 }, { "score": 2.2743351459503174, "text": "12.2 The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.\n\n\n\n\n\n\n\n12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 1.8265992307536385e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__License Grant": [ { "text": "", "score": 11.759218215942383, "probability": 0.9972605930096171 }, { "score": 5.568018436431885, "text": "Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 0.0020417603112373377 }, { "score": 3.2727856636047363, "text": "Party B is a limited liability company incorporated under the laws of the People's Republic of China, mainly engaged in research and development of computer software technology, technology transfer, technical consultancy and technical services, computer technology training, technical services and business consultancy services in relation to the internet-based sale and promotion of tour products.\n\n3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 0.0002056827307567602 }, { "score": 2.9321985244750977, "text": "3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 0.00014631293238532103 }, { "score": 2.7168078422546387, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.00011796134879740215 }, { "score": 2.1901304721832275, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 6.966371877540596e-05 }, { "score": 1.7645260095596313, "text": "Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.\n\n4. After an amiable consideration, the Parties unanimously agree that the establishment of a long-term and close cooperation relationship is in the best interests of the Parties and their beneficiaries.\n\n5. The Parties have entered into the Cooperation Agreement on September 17, 2008 in respect of the aforementioned cooperative matters (the \"Original Cooperation Agreement\").\n\n\n\n\n\nThe Parties unanimously agree to amend and restate the Original Cooperation Agreement through friendly negotiation and the Original Cooperation Agreement is amended and restated as follows:\n\n 1. Business Cooperation\n\nParty A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A.", "probability": 4.55165131072384e-05 }, { "score": 1.2800803184509277, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 2.803992800105869e-05 }, { "score": 0.6405123472213745, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 1.4791630635445409e-05 }, { "score": 0.35654139518737793, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;", "probability": 1.1134969606698495e-05 }, { "score": 0.14758539199829102, "text": "Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization", "probability": 9.035258801737665e-06 }, { "score": 0.07599806785583496, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;", "probability": 8.411057791045008e-06 }, { "score": 0.026062987744808197, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 8.001365092890575e-06 }, { "score": -0.24682915210723877, "text": "Party A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A.", "probability": 6.0904381435179625e-06 }, { "score": -0.280546098947525, "text": "Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 5.888510485912065e-06 }, { "score": -0.4641069173812866, "text": "2. Party B is a limited liability company incorporated under the laws of the People's Republic of China, mainly engaged in research and development of computer software technology, technology transfer, technical consultancy and technical services, computer technology training, technical services and business consultancy services in relation to the internet-based sale and promotion of tour products.\n\n3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 4.901014667150949e-06 }, { "score": -0.5307066440582275, "text": "Party B is a limited liability company incorporated under the laws of the People's Republic of China, mainly engaged in research and development of computer software technology, technology transfer, technical consultancy and technical services, computer technology training, technical services and business consultancy services in relation to the internet-based sale and promotion of tour products.\n\n3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.\n\n4. After an amiable consideration, the Parties unanimously agree that the establishment of a long-term and close cooperation relationship is in the best interests of the Parties and their beneficiaries.\n\n5. The Parties have entered into the Cooperation Agreement on September 17, 2008 in respect of the aforementioned cooperative matters (the \"Original Cooperation Agreement\").\n\n\n\n\n\nThe Parties unanimously agree to amend and restate the Original Cooperation Agreement through friendly negotiation and the Original Cooperation Agreement is amended and restated as follows:\n\n 1. Business Cooperation\n\nParty A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A.", "probability": 4.58524038053317e-06 }, { "score": -0.6052238941192627, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business", "probability": 4.255980975003144e-06 }, { "score": -0.685739278793335, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;", "probability": 3.92674130404599e-06 }, { "score": -0.8159580230712891, "text": "Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 3.447299437982346e-06 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.943702697753906, "probability": 0.8402715990143144 }, { "score": 10.13593578338623, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.13782134670643237 }, { "score": 7.87447452545166, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "probability": 0.014360724276558724 }, { "score": 6.655910968780518, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.004245813517576765 }, { "score": 4.9940338134765625, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.0008057806559429397 }, { "score": 4.737103462219238, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 0.0006232085507537872 }, { "score": 4.055948734283447, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.0003153636720240054 }, { "score": 4.02707576751709, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement,", "probability": 0.00030638838233366586 }, { "score": 3.8504509925842285, "text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates", "probability": 0.00025678232602294366 }, { "score": 3.3331387042999268, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B", "probability": 0.00015307323350951057 }, { "score": 3.280897617340088, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.000145281809539338 }, { "score": 3.235475540161133, "text": "Party", "probability": 0.0001388304345495937 }, { "score": 3.0425236225128174, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 0.00011446869453974832 }, { "score": 2.9081177711486816, "text": "12.2 The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "probability": 0.00010007256012468119 }, { "score": 2.8285207748413086, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses", "probability": 9.241585250195561e-05 }, { "score": 2.544013738632202, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 6.953230686888234e-05 }, { "score": 2.410839557647705, "text": "2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 6.086250542308002e-05 }, { "score": 2.041804790496826, "text": "2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 4.208041975145193e-05 }, { "score": 1.964737892150879, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.", "probability": 3.895922728832594e-05 }, { "score": 1.9243167638778687, "text": "Party A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A. Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services.\n\n 2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 3.741585394390562e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.059576034545898, "probability": 0.9877480673399871 }, { "score": 6.702210903167725, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.004655561569097835 }, { "score": 6.033705711364746, "text": "Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 0.002385854520003639 }, { "score": 6.020919322967529, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.0023555422625823968 }, { "score": 4.8179545402526855, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.0007073753691699891 }, { "score": 4.812943458557129, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 0.0007038395200191708 }, { "score": 4.72874116897583, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "probability": 0.0006470011591481478 }, { "score": 4.231719493865967, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 0.0003935965543560494 }, { "score": 2.5564022064208984, "text": "3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 7.370046610405816e-05 }, { "score": 2.3509514331817627, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 6.0012828654664025e-05 }, { "score": 2.2595787048339844, "text": "Party B is a limited liability company incorporated under the laws of the People's Republic of China, mainly engaged in research and development of computer software technology, technology transfer, technical consultancy and technical services, computer technology training, technical services and business consultancy services in relation to the internet-based sale and promotion of tour products.\n\n3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 5.477235642781947e-05 }, { "score": 1.958652138710022, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;", "probability": 4.053878036366069e-05 }, { "score": 1.7260022163391113, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 3.2124183721215175e-05 }, { "score": 1.4880105257034302, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 2.532057845528951e-05 }, { "score": 1.4140050411224365, "text": "The", "probability": 2.3514375516264214e-05 }, { "score": 1.2849726676940918, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;", "probability": 2.0667854794712013e-05 }, { "score": 1.2264533042907715, "text": "For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "probability": 1.9493093461827224e-05 }, { "score": 1.196892261505127, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;", "probability": 1.892529105508796e-05 }, { "score": 1.1397342681884766, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.\n\n 12.4 To the extent permitted under the laws of the People's Republic of China, the failure or delay of performance of any right under this Agreement by any Party shall not be deemed as a waive of such right, and any single or partial exercise of any right shall not preclude the further exercise of such right in the future.", "probability": 1.7873893512859035e-05 }, { "score": 1.0425150394439697, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 1.62180035682639e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.199577331542969, "probability": 0.9994896838630205 }, { "score": 3.926520586013794, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.00025517341326374536 }, { "score": 3.5379295349121094, "text": "Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 0.00017301050495557898 }, { "score": 1.1554017066955566, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 1.5971797117330892e-05 }, { "score": 0.9241451025009155, "text": "3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 1.2674193047127536e-05 }, { "score": 0.48095589876174927, "text": "Party B is a limited liability company incorporated under the laws of the People's Republic of China, mainly engaged in research and development of computer software technology, technology transfer, technical consultancy and technical services, computer technology training, technical services and business consultancy services in relation to the internet-based sale and promotion of tour products.\n\n3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 8.136651069128717e-06 }, { "score": 0.4024837017059326, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;", "probability": 7.522559820757131e-06 }, { "score": 0.2821156978607178, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business", "probability": 6.669457203893201e-06 }, { "score": -0.08967137336730957, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 4.59859768835636e-06 }, { "score": -0.5147385597229004, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 3.006222238713829e-06 }, { "score": -0.515152633190155, "text": "Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 3.004977699531216e-06 }, { "score": -0.5194871425628662, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;", "probability": 2.9919807835037794e-06 }, { "score": -0.6274478435516357, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 2.6857900660825607e-06 }, { "score": -0.6290126442909241, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 2.681590626301714e-06 }, { "score": -0.8157429695129395, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"", "probability": 2.224828447760992e-06 }, { "score": -0.8524603247642517, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 2.144620160322496e-06 }, { "score": -0.9068365097045898, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services", "probability": 2.0311177764860496e-06 }, { "score": -0.9114336967468262, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;", "probability": 2.02180177826301e-06 }, { "score": -0.9575538635253906, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 1.930673520715463e-06 }, { "score": -1.0081822872161865, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 1.8353597159995776e-06 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.692691802978516, "probability": 0.9999466735847538 }, { "score": 1.073975682258606, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 2.44527114960817e-05 }, { "score": 0.4757349491119385, "text": "Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 1.3443562625365237e-05 }, { "score": -0.5272795557975769, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 4.93072418783566e-06 }, { "score": -1.5888910293579102, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;", "probability": 1.7055274159864112e-06 }, { "score": -1.8200029134750366, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 1.3535929664470298e-06 }, { "score": -1.9022023677825928, "text": "3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 1.2467785433238877e-06 }, { "score": -2.24446177482605, "text": "Party B is a limited liability company incorporated under the laws of the People's Republic of China, mainly engaged in research and development of computer software technology, technology transfer, technical consultancy and technical services, computer technology training, technical services and business consultancy services in relation to the internet-based sale and promotion of tour products.\n\n3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 8.85417186672097e-07 }, { "score": -2.4580953121185303, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 7.151021459881892e-07 }, { "score": -2.6957335472106934, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 5.638493799016548e-07 }, { "score": -2.699648857116699, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 5.616460510114335e-07 }, { "score": -2.7801120281219482, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 5.182245683826115e-07 }, { "score": -2.836550712585449, "text": "2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 4.897867016340693e-07 }, { "score": -2.8936171531677246, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 4.626188759295407e-07 }, { "score": -2.895629405975342, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business", "probability": 4.6168890577891794e-07 }, { "score": -3.194355010986328, "text": "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 3.4246370974667004e-07 }, { "score": -3.223463773727417, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 3.3263870546531057e-07 }, { "score": -3.350496768951416, "text": "2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 2.92956442389518e-07 }, { "score": -3.371663808822632, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 2.8682058970454754e-07 }, { "score": -3.3946433067321777, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"", "probability": 2.803047486663834e-07 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.042240142822266, "probability": 0.9998786137819393 }, { "score": 2.7860867977142334, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 9.551046467863945e-05 }, { "score": 0.44964849948883057, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 9.233124630223874e-06 }, { "score": -0.4321928024291992, "text": "Prior to the expiration of the Term of Cooperation ,", "probability": 3.822697094349865e-06 }, { "score": -0.7978651523590088, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 2.6519199025179123e-06 }, { "score": -0.8476195335388184, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 2.523203912957849e-06 }, { "score": -1.7591967582702637, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 1.0140500503656102e-06 }, { "score": -1.8859195709228516, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 8.933556176134304e-07 }, { "score": -1.9820071458816528, "text": "5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 8.115103610562213e-07 }, { "score": -2.116042375564575, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 7.097138956664965e-07 }, { "score": -2.1540536880493164, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 6.832430224684583e-07 }, { "score": -2.3795907497406006, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 5.452877030050488e-07 }, { "score": -2.501944065093994, "text": "Prior", "probability": 4.824900194291595e-07 }, { "score": -2.632503032684326, "text": "Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "probability": 4.234355286259862e-07 }, { "score": -2.632786273956299, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 4.233156111918447e-07 }, { "score": -2.7030911445617676, "text": "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 3.945765466152785e-07 }, { "score": -2.76891827583313, "text": "6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 3.694391425672802e-07 }, { "score": -2.918241500854492, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 3.1819449002650303e-07 }, { "score": -2.934096336364746, "text": "2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 3.131893513988128e-07 }, { "score": -3.1087255477905273, "text": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 2.630065015902422e-07 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.180130958557129, "probability": 0.9998225286752498 }, { "score": 3.197690486907959, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.0001255736701181078 }, { "score": 1.4425350427627563, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 2.17092221707961e-05 }, { "score": 0.32854944467544556, "text": "If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.\n\n 4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 7.126010616495851e-06 }, { "score": -0.5003519058227539, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;", "probability": 3.11070754426399e-06 }, { "score": -0.6485178470611572, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 2.682325830255183e-06 }, { "score": -0.6913938522338867, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 2.569749080512045e-06 }, { "score": -0.83935546875, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;", "probability": 2.2163166329484482e-06 }, { "score": -1.0070157051086426, "text": "One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;", "probability": 1.874208444257611e-06 }, { "score": -1.098417043685913, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 1.710498876562888e-06 }, { "score": -1.1980576515197754, "text": "One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 1.5482797266492808e-06 }, { "score": -1.210634469985962, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 1.5289292324837376e-06 }, { "score": -1.27907395362854, "text": "5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 1.4277905203214687e-06 }, { "score": -1.8397724628448486, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 8.149974044157043e-07 }, { "score": -1.92692232131958, "text": "Prior", "probability": 7.469775043308218e-07 }, { "score": -1.9782994985580444, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 7.095691059383023e-07 }, { "score": -2.0526537895202637, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 6.58723322442381e-07 }, { "score": -2.1894192695617676, "text": "Prior to the expiration of the Term of Cooperation ,", "probability": 5.745218454699282e-07 }, { "score": -2.4143543243408203, "text": "6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 4.5879480720187915e-07 }, { "score": -2.479097843170166, "text": "4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 4.3003196715464506e-07 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.39328384399414, "probability": 0.9391620399882498 }, { "score": 9.307860374450684, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.04292972864410972 }, { "score": 7.692728519439697, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.008537196765480115 }, { "score": 6.124975681304932, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.0017801183808335336 }, { "score": 6.004491806030273, "text": "If this Agreement is terminated according to the aforementioned Article 6.1.2, the rights and obligations of the Parties at thetime of termination hereof shall be subject to the relevant bankruptcy laws;", "probability": 0.0015780596029438 }, { "score": 5.912788391113281, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.\n\n 6.2 Rights and Obligations of the Parties upon Termination\n\n 6.2.1 If this Agreement is terminated according to the aforementioned Article 6.1.1, neither Party shall assume any obligations or liabilities to the other Party as of the termination hereof, unless as otherwise agreed by the Parties, provided that the liabilities for breach occurring prior to the termination shall not be exempted;\n\n 6.2.2 If this Agreement is terminated according to the aforementioned Article 6.1.2, the rights and obligations of the Parties at thetime of termination hereof shall be subject to the relevant bankruptcy laws;", "probability": 0.0014397832450500079 }, { "score": 5.876846790313721, "text": "If this Agreement is terminated according to the aforementioned Article 6.1.2, the rights and obligations of the Parties at thetime of termination hereof shall be subject to the relevant bankruptcy laws;", "probability": 0.0013889540434942655 }, { "score": 5.501718997955322, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.0009544912383463832 }, { "score": 5.066165447235107, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 0.0006174665599391942 }, { "score": 4.794625759124756, "text": "Prior to the expiration of the Term of Cooperation ,", "probability": 0.00047063611931838246 }, { "score": 4.540755271911621, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.00036511586361324705 }, { "score": 3.7734615802764893, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 0.00016951154661665443 }, { "score": 3.6081202030181885, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.00014367871612727987 }, { "score": 3.395932674407959, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.\n\n 6.2 Rights and Obligations of the Parties upon Termination\n\n 6.2.1 If this Agreement is terminated according to the aforementioned Article 6.1.1, neither Party shall assume any obligations or liabilities to the other Party as of the termination hereof, unless as otherwise agreed by the Parties, provided that the liabilities for breach occurring prior to the termination shall not be exempted;\n\n 6.2.2 If this Agreement is terminated according to the aforementioned Article 6.1.2, the rights and obligations of the Parties at thetime of termination hereof shall be subject to the relevant bankruptcy laws;", "probability": 0.00011620921454265763 }, { "score": 2.9256231784820557, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 7.260854715711849e-05 }, { "score": 2.757129430770874, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 6.134961505879068e-05 }, { "score": 2.7460546493530273, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances", "probability": 6.067392992064683e-05 }, { "score": 2.578674554824829, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 5.132274471489719e-05 }, { "score": 2.5652215480804443, "text": "If this Agreement is terminated according to the aforementioned Article 6.1.2, the rights and obligations of the Parties at thetime of termination hereof shall be subject to the relevant bankruptcy laws;\n\n 6.2.3 If this Agreement is terminated according to the aforementioned Article 6.1.3, neither Party shall assume any obligations or liabilities to the other Party as of the termination hereof, provided that the liabilities for breach that occured prior to the force majeure event shall not be exempted.", "probability": 5.063692300961755e-05 }, { "score": 2.5608949661254883, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event", "probability": 5.041831147365431e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Audit Rights": [ { "text": "", "score": 12.234615325927734, "probability": 0.9999996809626767 }, { "score": -4.5911641120910645, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 4.927841127117982e-08 }, { "score": -4.778377056121826, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 4.0864966690599956e-08 }, { "score": -4.864977836608887, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 3.747493671915962e-08 }, { "score": -5.326245307922363, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 2.3627348694035215e-08 }, { "score": -5.396209716796875, "text": "In witness whereof, this Agreement has been executed by the duly authorized representatives of the Parties on the date first mentioned above.", "probability": 2.2030777989311995e-08 }, { "score": -5.48764705657959, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 2.0105695545561166e-08 }, { "score": -5.513457775115967, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 1.9593392986163603e-08 }, { "score": -5.610692024230957, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 1.7777936531424165e-08 }, { "score": -5.901700019836426, "text": "Other services as agreed by the Parties.", "probability": 1.3289180024584857e-08 }, { "score": -6.0735087394714355, "text": "5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 1.1191353290606903e-08 }, { "score": -6.179381847381592, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;", "probability": 1.006705634367103e-08 }, { "score": -6.308497428894043, "text": "7.1 Each Party hereby represents and warrants to the other Party that:", "probability": 8.847657751002247e-09 }, { "score": -6.345772743225098, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 8.523929545338237e-09 }, { "score": -6.564362525939941, "text": "5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 6.850267249518678e-09 }, { "score": -6.665792465209961, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 6.1895211605849695e-09 }, { "score": -6.704189777374268, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.\n\n 4. Cooperation Remuneration\n\n 4.1 Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:", "probability": 5.956365112711633e-09 }, { "score": -6.712154388427734, "text": "The Parties agree and acknowledge that:", "probability": 5.909113401830046e-09 }, { "score": -6.734014987945557, "text": "Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 5.781338348333567e-09 }, { "score": -6.75203800201416, "text": "Each Party hereby irrevocably waives other rights to terminate this Agreement it may have under any applicable laws, except for therights of the Parties agreed under this Article 6.\n\n\n\n6.4 Party A hereby expressly undertakes that it waives the right to request amendment and revocation of any term of this Agreement on the ground of material misunderstanding or unconscionability, regardless of whether such request is based on the percentage and amount of payment specified hereunder or the quantity and quality of any service provided by Party B, or is raised against the provisions under which Party A is prohibited from having any cooperation with a third party and conducting any businesses other than those agreed hereunder.\n\n\n\n\n\n7. Representations and Warranties\n\n 7.1 Each Party hereby represents and warrants to the other Party that:", "probability": 5.678074563510689e-09 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.347414016723633, "probability": 0.7276587108485838 }, { "score": 10.964473724365234, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.", "probability": 0.18252585644469585 }, { "score": 9.420509338378906, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.038975274431964295 }, { "score": 8.555971145629883, "text": "If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.", "probability": 0.0164181800978217 }, { "score": 8.459165573120117, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.014903315290074194 }, { "score": 7.578547477722168, "text": "If any Party commits any act in violation of this Agreement, such Party shall assume the liabilities for breach according to this Agreement and applicable laws. If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.", "probability": 0.006177820846754427 }, { "score": 7.012005805969238, "text": "If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.003505818173881929 }, { "score": 6.635131359100342, "text": "If this Agreement is terminated according to the aforementioned Article 6.1.3, neither Party shall assume any obligations or liabilities to the other Party as of the termination hereof, provided that the liabilities for breach that occured prior to the force majeure event shall not be exempted.", "probability": 0.002404998973818957 }, { "score": 6.444846153259277, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party.", "probability": 0.0019882687217980025 }, { "score": 6.034582138061523, "text": "If any Party commits any act in violation of this Agreement, such Party shall assume the liabilities for breach according to this Agreement and applicable laws. If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.001319166708520383 }, { "score": 5.792740345001221, "text": "The Parties agree and acknowledge that:\n\n\n\n8.1 If any Party commits any act in violation of this Agreement, such Party shall assume the liabilities for breach according to this Agreement and applicable laws. If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.", "probability": 0.0010357838289725512 }, { "score": 5.616481781005859, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder", "probability": 0.0008684023792061947 }, { "score": 5.483502388000488, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party.", "probability": 0.0007602716356513167 }, { "score": 4.814782619476318, "text": "If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively.", "probability": 0.00038953589443655953 }, { "score": 4.4386138916015625, "text": "Each Party shall be responsible for and hold the other Party harmless from any loss, damages and claim arising out of violation of anyrepresentations and warranties hereunder.", "probability": 0.0002674111304054513 }, { "score": 4.248775005340576, "text": "The Parties agree and acknowledge that:\n\n\n\n8.1 If any Party commits any act in violation of this Agreement, such Party shall assume the liabilities for breach according to this Agreement and applicable laws. If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.00022117370805956526 }, { "score": 4.036342620849609, "text": "If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party.", "probability": 0.000178844375595308 }, { "score": 3.837359666824341, "text": "If any Party commits any act in violation of this Agreement, such Party shall assume the liabilities for breach according to this Agreement and applicable laws. If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively.", "probability": 0.0001465743874243381 }, { "score": 3.699481725692749, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party", "probability": 0.00012769634264867149 }, { "score": 3.693192720413208, "text": "Notwithstanding", "probability": 0.00012689577968654986 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.165356636047363, "probability": 0.737321694308266 }, { "score": 10.684112548828125, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.1676335255794196 }, { "score": 9.265121459960938, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.04056027391006669 }, { "score": 8.99566650390625, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.030979762118612933 }, { "score": 7.27984619140625, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.0055706616994505576 }, { "score": 7.275240898132324, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 0.00554506615133495 }, { "score": 7.226437091827393, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.", "probability": 0.005280943338387759 }, { "score": 6.182618618011475, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party.", "probability": 0.0018594602743163525 }, { "score": 5.730633735656738, "text": "If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.0011832931874708 }, { "score": 5.442638397216797, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement", "probability": 0.0008871919200124966 }, { "score": 5.111234188079834, "text": "If any Party commits any act in violation of this Agreement, such Party shall assume the liabilities for breach according to this Agreement and applicable laws. If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.0006369283185987489 }, { "score": 4.91214656829834, "text": "One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.0005219488005248532 }, { "score": 4.833925247192383, "text": "8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.000482677234480834 }, { "score": 4.4941725730896, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party.", "probability": 0.0003436403116155877 }, { "score": 4.325084209442139, "text": "The Parties agree and acknowledge that:\n\n\n\n8.1 If any Party commits any act in violation of this Agreement, such Party shall assume the liabilities for breach according to this Agreement and applicable laws. If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.0002901816600788822 }, { "score": 4.0589799880981445, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.", "probability": 0.0002223834000630032 }, { "score": 3.961404800415039, "text": "If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.", "probability": 0.00020170933629246957 }, { "score": 3.9079182147979736, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee", "probability": 0.00019120404309461557 }, { "score": 3.754192352294922, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement", "probability": 0.00016395881754882662 }, { "score": 3.470782518386841, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party", "probability": 0.000123495590363879 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Liquidated Damages": [ { "score": 12.4315185546875, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 0.534795260996347 }, { "text": "", "score": 12.074994087219238, "probability": 0.37441301880827554 }, { "score": 9.782197952270508, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.03780961296389801 }, { "score": 9.561297416687012, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee", "probability": 0.03031561256323422 }, { "score": 8.683673858642578, "text": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services.", "probability": 0.012604315910428453 }, { "score": 7.317827224731445, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.0032161746420717656 }, { "score": 6.889383316040039, "text": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.\n\n 5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 0.002095408966950241 }, { "score": 6.3059868812561035, "text": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services", "probability": 0.001169238065374036 }, { "score": 5.821147918701172, "text": "Party A shall cause its subsidiaries to pay the Service Fee in respect of Party B's Services provided to such subsidiaries.\n\n 4.2 The Service Fee of the last quarter shall be paid prior to the seventh business day following the commencement of the next quarter. Such Service Fee shall be paid to the bank account designated by Party B in writing. If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.\n\n 4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 0.0007200125388450001 }, { "score": 5.811261177062988, "text": "The Service Fee of the last quarter shall be paid prior to the seventh business day following the commencement of the next quarter. Such Service Fee shall be paid to the bank account designated by Party B in writing. If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.\n\n 4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 0.0007129290349830418 }, { "score": 5.655790328979492, "text": "4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 0.0006102758311636565 }, { "score": 5.411627292633057, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party.", "probability": 0.0004780656187803323 }, { "score": 4.9700608253479, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party.", "probability": 0.00030740974549166295 }, { "score": 4.44795036315918, "text": "8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 0.00018237610602311018 }, { "score": 4.42872428894043, "text": "Except", "probability": 0.00017890322141789138 }, { "score": 4.305357933044434, "text": "if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 0.00015813967179997533 }, { "score": 3.5362601280212402, "text": "4.2 The Service Fee of the last quarter shall be paid prior to the seventh business day following the commencement of the next quarter. Such Service Fee shall be paid to the bank account designated by Party B in writing. If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.\n\n 4.3 Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 7.32868238490307e-05 }, { "score": 3.4077255725860596, "text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement", "probability": 6.444719979989382e-05 }, { "score": 3.1981654167175293, "text": "then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "probability": 5.226286731544864e-05 }, { "score": 3.0088400840759277, "text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n 8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "probability": 4.324842395191269e-05 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.805566787719727, "probability": 0.9079602602940179 }, { "score": 9.443178176879883, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.08552527964531259 }, { "score": 6.487646102905273, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.004451672759841696 }, { "score": 4.916438579559326, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event", "probability": 0.0009250313994329797 }, { "score": 4.112430572509766, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.0004139808328209801 }, { "score": 3.380620002746582, "text": "fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 0.00019914020123038744 }, { "score": 2.8700220584869385, "text": "Party B fails to provide Party B's Services to Party A", "probability": 0.00011951132792099991 }, { "score": 2.7396080493927, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years", "probability": 0.00010489891289550172 }, { "score": 2.4426429271698, "text": "Party", "probability": 7.794722770890352e-05 }, { "score": 2.2370553016662598, "text": "Party B", "probability": 6.346219691033928e-05 }, { "score": 1.9609066247940063, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event", "probability": 4.814877648840422e-05 }, { "score": 1.0115246772766113, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due", "probability": 1.8632619475938415e-05 }, { "score": 0.7538547515869141, "text": "due to the force majeure event.", "probability": 1.44002253288572e-05 }, { "score": 0.6024203300476074, "text": "provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 1.2376622769636768e-05 }, { "score": 0.5633492469787598, "text": "3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 1.1902379637793086e-05 }, { "score": 0.5572652816772461, "text": "One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 1.1830185808134168e-05 }, { "score": 0.5409812927246094, "text": "for more than three consecutive years due to the force majeure event.", "probability": 1.1639103208995522e-05 }, { "score": 0.43099355697631836, "text": "Party B fails to provide Party B's Services to Party A for", "probability": 1.0426833835388079e-05 }, { "score": 0.3907511234283447, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 1.0015563429908437e-05 }, { "score": 0.33187317848205566, "text": "Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 9.442891924643453e-06 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Insurance": [ { "text": "", "score": 12.066848754882812, "probability": 0.9999901346293477 }, { "score": -0.7299408912658691, "text": "Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 2.7696225472848155e-06 }, { "score": -1.0349388122558594, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 2.04155776226033e-06 }, { "score": -1.0643393993377686, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 1.982408537088459e-06 }, { "score": -2.10255765914917, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 7.019411422029957e-07 }, { "score": -2.5773630142211914, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 4.3661168283325035e-07 }, { "score": -2.586596727371216, "text": "One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 4.325986917132059e-07 }, { "score": -3.250795841217041, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;", "probability": 2.226523030277054e-07 }, { "score": -3.309581995010376, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 2.0994072345999865e-07 }, { "score": -3.4417977333068848, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 1.8393997532681372e-07 }, { "score": -3.505280017852783, "text": "5. Term of Cooperation\n\nParty A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").\n\n\n\n\n\n6. Termination\n\n 6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 1.726259644692796e-07 }, { "score": -3.5326082706451416, "text": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 1.6797227667580853e-07 }, { "score": -3.990597724914551, "text": "6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 1.0625156017850791e-07 }, { "score": -4.283378601074219, "text": "6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 7.928338735383452e-08 }, { "score": -4.464206695556641, "text": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 6.616823547235072e-08 }, { "score": -4.521221160888672, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "probability": 6.250121870021016e-08 }, { "score": -4.55062198638916, "text": "6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;\n\n 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.", "probability": 6.069038176602338e-08 }, { "score": -4.56803560256958, "text": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n 6.1.1 Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "probability": 5.964269126670594e-08 }, { "score": -4.64882230758667, "text": "3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.", "probability": 5.501384655306337e-08 }, { "score": -4.668391704559326, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;", "probability": 5.3947724457535976e-08 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.045629501342773, "probability": 0.9591307746840747 }, { "score": 8.383077621459961, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.02461794260793622 }, { "score": 7.3036980628967285, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.008365331748914228 }, { "score": 6.601046562194824, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 0.004143100796356387 }, { "score": 5.435736179351807, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 0.0012919259755748917 }, { "score": 5.337866306304932, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "probability": 0.0011714757001318255 }, { "score": 4.68425178527832, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.0006093574212649027 }, { "score": 3.595949411392212, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.\n\n 12.4 To the extent permitted under the laws of the People's Republic of China, the failure or delay of performance of any right under this Agreement by any Party shall not be deemed as a waive of such right, and any single or partial exercise of any right shall not preclude the further exercise of such right in the future.", "probability": 0.00020522411385279053 }, { "score": 3.359597682952881, "text": "If the dispute cannot be resolved through negotiation within thirty (30) days after a Party sends the written notice to the other Party stating its opinions on this dispute, either Party may submit the dispute to China International Economic and Trade Commission for arbitration in Beijing according to its arbitration rules then in effect. The arbitration award shall be final and binding on each Party.\n\n 12. Miscellaneous\n\n\n\n12.1 This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon. The Parties agree and confirm that this Agreement shall constitute all understanding, interpretation and intentions of the Parties in respect of the cooperative business. This Agreement shall be taken as an amendment and restatement of the Original Cooperation Agreement and supersede the Original Cooperation Agreement in all respects.\n\n 12.2 The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.\n\n\n\n\n\n\n\n12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 0.00016202504010796087 }, { "score": 2.8609278202056885, "text": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 9.840395822454446e-05 }, { "score": 1.9009137153625488, "text": "The", "probability": 3.767764411496213e-05 }, { "score": 1.8983993530273438, "text": "The", "probability": 3.758302786533453e-05 }, { "score": 1.7281975746154785, "text": "12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "probability": 3.170108107196044e-05 }, { "score": 1.4916356801986694, "text": "If the dispute cannot be resolved through negotiation within thirty (30) days after a Party sends the written notice to the other Party stating its opinions on this dispute, either Party may submit the dispute to China International Economic and Trade Commission for arbitration in Beijing according to its arbitration rules then in effect. The arbitration award shall be final and binding on each Party.\n\n 12. Miscellaneous\n\n\n\n12.1 This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon. The Parties agree and confirm that this Agreement shall constitute all understanding, interpretation and intentions of the Parties in respect of the cooperative business. This Agreement shall be taken as an amendment and restatement of the Original Cooperation Agreement and supersede the Original Cooperation Agreement in all respects.\n\n 12.2 The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.\n\n\n\n\n\n\n\n12.3 The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B", "probability": 2.5022837030079636e-05 }, { "score": 0.9398772716522217, "text": "Party A hereby expressly undertakes that it waives the right to request amendment and revocation of any term of this Agreement on the ground of material misunderstanding or unconscionability, regardless of whether such request is based on the percentage and amount of payment specified hereunder or the quantity and quality of any service provided by Party B, or is raised against the provisions under which Party A is prohibited from having any cooperation with a third party and conducting any businesses other than those agreed hereunder.", "probability": 1.4411557380683283e-05 }, { "score": 0.865851879119873, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For", "probability": 1.3383265564291605e-05 }, { "score": 0.8142468929290771, "text": "If the dispute cannot be resolved through negotiation within thirty (30) days after a Party sends the written notice to the other Party stating its opinions on this dispute, either Party may submit the dispute to China International Economic and Trade Commission for arbitration in Beijing according to its arbitration rules then in effect.", "probability": 1.2710140022143505e-05 }, { "score": 0.7461633086204529, "text": "For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "probability": 1.1873588949119685e-05 }, { "score": 0.6564755439758301, "text": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope", "probability": 1.0855032017393447e-05 }, { "score": 0.4931979179382324, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "probability": 9.219779545727174e-06 } ], "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.985858917236328, "probability": 0.9904414290336878 }, { "score": 7.176846981048584, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 0.008077955396105285 }, { "score": 5.054406642913818, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.0009672468494223123 }, { "score": 2.8925459384918213, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 0.00011134049536893354 }, { "score": 2.8412346839904785, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 0.00010577157091397801 }, { "score": 2.314460039138794, "text": "After an amiable consideration, the Parties unanimously agree that the establishment of a long-term and close cooperation relationship is in the best interests of the Parties and their beneficiaries.", "probability": 6.245879957359842e-05 }, { "score": 1.942492961883545, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 4.305765602191396e-05 }, { "score": 1.6352941989898682, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services.", "probability": 3.166909525955292e-05 }, { "score": 1.5545704364776611, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.\n\n 3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 2.921310850333974e-05 }, { "score": 1.342287540435791, "text": "Party", "probability": 2.3625688926024838e-05 }, { "score": 0.9973012208938599, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 1.6732422667750522e-05 }, { "score": 0.7996779084205627, "text": "Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.", "probability": 1.3731946805546978e-05 }, { "score": 0.6793738603591919, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n 3.4 Consultancy services related to sale and promotion of tour products;\n\n 3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries", "probability": 1.2175441775446584e-05 }, { "score": 0.6205902099609375, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.\n\n 4. Cooperation Remuneration\n\n 4.1 Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:", "probability": 1.1480354880736004e-05 }, { "score": 0.5103691816329956, "text": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 1.0282220874214202e-05 }, { "score": 0.4914278984069824, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B", "probability": 1.0089295313281868e-05 }, { "score": 0.41054975986480713, "text": "Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):", "probability": 9.305418391790157e-06 }, { "score": 0.3041677474975586, "text": "Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.", "probability": 8.366326011689047e-06 }, { "score": 0.13513660430908203, "text": "Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services.\n\n 2. Exclusive Cooperation\n\n\n\n2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "probability": 7.065216768697811e-06 }, { "score": 0.12638616561889648, "text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement,", "probability": 7.003662727727755e-06 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Document Name": [ { "score": 14.134977340698242, "text": "PROMOTION AGREEMENT", "probability": 0.42933940261155296 }, { "score": 13.776723861694336, "text": "PROMOTION AGREEMENT\n\nThis Promotion Agreement", "probability": 0.3000635469555354 }, { "score": 13.424077987670898, "text": "Promotion Agreement", "probability": 0.21089247393617608 }, { "text": "", "score": 11.033639907836914, "probability": 0.019315547113511872 }, { "score": 10.902557373046875, "text": "PROMOTION AGREEMENT\n\nThis Promotion Agreement (", "probability": 0.01694254284313613 }, { "score": 10.549910545349121, "text": "Promotion Agreement (", "probability": 0.01190764890864653 }, { "score": 9.498319625854492, "text": "ADVERTISING BANNERS", "probability": 0.004160311867324738 }, { "score": 8.291017532348633, "text": "PROMOTION AGREEMENT\n\nThis Promotion Agreement (the \"Agreement\") is dated", "probability": 0.0012439452051804143 }, { "score": 7.938370704650879, "text": "Promotion Agreement (the \"Agreement\") is dated", "probability": 0.0008742762466074308 }, { "score": 7.837006568908691, "text": "PROMOTION AGREEMENT\n\nThis Promotion Agreement (the", "probability": 0.0007899994597550357 }, { "score": 7.7609052658081055, "text": "Cyberian Outpost", "probability": 0.0007321101336909099 }, { "score": 7.572539329528809, "text": "PROMOTION AGREEMENT\n\nThis Promotion Agreement (the \"Agreement", "probability": 0.0006064152741339527 }, { "score": 7.484360218048096, "text": "Promotion Agreement (the", "probability": 0.0005552319257802509 }, { "score": 7.320822715759277, "text": "PROMOTION AGREEMENT\n\nThis Promotion Agreement (the \"", "probability": 0.0004714666691379841 }, { "score": 7.219892978668213, "text": "Promotion Agreement (the \"Agreement", "probability": 0.00042620424143626395 }, { "score": 7.178683280944824, "text": "PROMOTION AGREEMENT\n\nThis Promotion Agreement (the \"Ag", "probability": 0.00040899747140612613 }, { "score": 7.01390266418457, "text": "PROMOTION AGREEMENT\n\nThis Promotion Agreement (the \"Agreement\")", "probability": 0.000346862468458746 }, { "score": 6.968176364898682, "text": "Promotion Agreement (the \"", "probability": 0.00033135889324260344 }, { "score": 6.882672309875488, "text": "PROMOTION AGRE", "probability": 0.00030420383986419237 }, { "score": 6.8260369300842285, "text": "Promotion Agreement (the \"Ag", "probability": 0.0002874539354223007 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Parties": [ { "score": 11.916852951049805, "text": "CNET, Inc. (\"CNET\") and Cyberian Outpost, Inc.", "probability": 0.2047730781663163 }, { "score": 11.815032958984375, "text": "CNET, Inc.", "probability": 0.18494943033907463 }, { "text": "", "score": 11.70852279663086, "probability": 0.16626323341212204 }, { "score": 11.59115982055664, "text": "CNET", "probability": 0.14785163426409845 }, { "score": 11.48322868347168, "text": "Cyberian Outpost, Inc.", "probability": 0.13272484659793915 }, { "score": 10.298659324645996, "text": "Cyberian Outpost, Inc. has omitted from this Exhibit 10.13 portions of the Agreement for which Cyberian Outpost, Inc. has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which confidential treatment has been requested are marked with X's in brackets and such confidential portions have been filed separately with the Securities and Exchange Commission.\n\n PROMOTION AGREEMENT\n\nThis Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998 between CNET, Inc. (\"CNET\") and Cyberian Outpost, Inc.", "probability": 0.04059759400352003 }, { "score": 10.196839332580566, "text": "Cyberian Outpost, Inc. has omitted from this Exhibit 10.13 portions of the Agreement for which Cyberian Outpost, Inc. has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which confidential treatment has been requested are marked with X's in brackets and such confidential portions have been filed separately with the Securities and Exchange Commission.\n\n PROMOTION AGREEMENT\n\nThis Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998 between CNET, Inc.", "probability": 0.036667426945595216 }, { "score": 9.972966194152832, "text": "Cyberian Outpost, Inc. has omitted from this Exhibit 10.13 portions of the Agreement for which Cyberian Outpost, Inc. has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which confidential treatment has been requested are marked with X's in brackets and such confidential portions have been filed separately with the Securities and Exchange Commission.\n\n PROMOTION AGREEMENT\n\nThis Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998 between CNET", "probability": 0.029312547696019126 }, { "score": 9.56707763671875, "text": "Cyberian Outpost, Inc.", "probability": 0.019533425296728055 }, { "score": 8.654314994812012, "text": "CNET, Inc. (\"CNET", "probability": 0.007840985076802448 }, { "score": 8.094014167785645, "text": "CNET, INC.", "probability": 0.0044774945913693505 }, { "score": 8.038604736328125, "text": "CNET\") and Cyberian Outpost, Inc.", "probability": 0.0042361473636738905 }, { "score": 7.978819847106934, "text": "CNET, Inc. (\"CNET\")", "probability": 0.0039903116128686975 }, { "score": 7.840456962585449, "text": "CNET, Inc. (\"CNET\") and Cyberian Outpost, Inc. (the \"Company", "probability": 0.003474694084117442 }, { "score": 7.687443256378174, "text": "CNET, Inc. (\"CNET\") and Cyberian Outpost, Inc. (the \"Company\").", "probability": 0.002981697399740731 }, { "score": 7.472991466522217, "text": "CNET, Inc. (\"CNET\") and Cyberian Outpost, Inc", "probability": 0.0024061812464235654 }, { "score": 7.406832218170166, "text": "Cyberian Outpost, Inc. (the \"Company", "probability": 0.0022521418514196367 }, { "score": 7.253818511962891, "text": "Cyberian Outpost, Inc. (the \"Company\").", "probability": 0.0019326033715946077 }, { "score": 7.239968776702881, "text": "CNET, Inc", "probability": 0.0019060218251201128 }, { "score": 7.19844913482666, "text": "Cyberian Outpost, Inc. has omitted from this Exhibit 10.13 portions of the Agreement for which Cyberian Outpost, Inc.", "probability": 0.0018285048554565564 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Agreement Date": [ { "score": 14.681060791015625, "text": "January 26, 1998", "probability": 0.9630196425427792 }, { "text": "", "score": 11.230987548828125, "probability": 0.030569432343008997 }, { "score": 8.355541229248047, "text": "December 5, 1997", "probability": 0.0017238398044358435 }, { "score": 8.344650268554688, "text": "Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998", "probability": 0.0017051673976736556 }, { "score": 7.79483699798584, "text": "This Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998", "probability": 0.0009839797275760231 }, { "score": 7.076385498046875, "text": "as of January 26, 1998", "probability": 0.00047969658758759235 }, { "score": 6.912038803100586, "text": "26, 1998", "probability": 0.0004069975231908403 }, { "score": 6.317658424377441, "text": "January", "probability": 0.00022462373672850505 }, { "score": 6.282505512237549, "text": ", 1998", "probability": 0.0002168647330191568 }, { "score": 5.935572624206543, "text": "January 26", "probability": 0.00015329143615403873 }, { "score": 5.734579086303711, "text": "is dated as of January 26, 1998", "probability": 0.00012537978149484608 }, { "score": 5.432643890380859, "text": "January 26,", "probability": 9.270405243258335e-05 }, { "score": 5.024433612823486, "text": "Agreement\") is dated as of January 26, 1998", "probability": 6.163327539160616e-05 }, { "score": 4.644233703613281, "text": "the \"Agreement\") is dated as of January 26, 1998", "probability": 4.2140193508779794e-05 }, { "score": 4.588575839996338, "text": "January 26, 1998 between", "probability": 3.98588369822457e-05 }, { "score": 4.577807426452637, "text": "of January 26, 1998", "probability": 3.9431923259364105e-05 }, { "score": 4.41168212890625, "text": "1998", "probability": 3.339647734485597e-05 }, { "score": 4.373385429382324, "text": "dated as of January 26, 1998", "probability": 3.214168308313779e-05 }, { "score": 4.181109428405762, "text": "January 26, 1998 between CNET, Inc. (\"CNET\") and Cyberian Outpost, Inc. (the \"Company\").", "probability": 2.6519431414256134e-05 }, { "score": 4.04990291595459, "text": "\"Agreement\") is dated as of January 26, 1998", "probability": 2.32585129348213e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Effective Date": [ { "score": 14.149574279785156, "text": "January 26, 1998", "probability": 0.6195028263127648 }, { "score": 12.622255325317383, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998", "probability": 0.1345045878459858 }, { "score": 12.24332046508789, "text": "February 1, 1998", "probability": 0.09208052340226493 }, { "text": "", "score": 11.7337646484375, "probability": 0.05531851330398267 }, { "score": 10.855688095092773, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement;", "probability": 0.022989350308090923 }, { "score": 10.476754188537598, "text": "February 1, 1998 and end on the first anniversary of the date of this Agreement;", "probability": 0.01573829905547765 }, { "score": 10.172131538391113, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "probability": 0.011605446594367875 }, { "score": 9.941155433654785, "text": "February 1, 1998", "probability": 0.009211921101567823 }, { "score": 9.844854354858398, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998", "probability": 0.008366179581131093 }, { "score": 9.83439826965332, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement", "probability": 0.008279157840792719 }, { "score": 9.793196678161621, "text": "February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "probability": 0.00794497506620418 }, { "score": 9.455463409423828, "text": "February 1, 1998 and end on the first anniversary of the date of this Agreement", "probability": 0.005667830365630989 }, { "score": 9.447196006774902, "text": "Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998", "probability": 0.005621165295112272 }, { "score": 8.313787460327148, "text": "This Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998", "probability": 0.0018096445483207243 }, { "score": 6.748233795166016, "text": "as of January 26, 1998", "probability": 0.0003781655480960231 }, { "score": 6.246103286743164, "text": "is dated as of January 26, 1998", "probability": 0.00022888084697321744 }, { "score": 6.24521017074585, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that", "probability": 0.00022867652108424867 }, { "score": 6.049522399902344, "text": "26, 1998", "probability": 0.0001880335985222896 }, { "score": 6.001811981201172, "text": "January", "probability": 0.00017927308247347323 }, { "score": 5.866275787353516, "text": "February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that", "probability": 0.00015654978115657217 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Expiration Date": [ { "text": "", "score": 11.83548641204834, "probability": 0.757048565295372 }, { "score": 10.510704040527344, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement;", "probability": 0.20126954604877878 }, { "score": 8.218422889709473, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that", "probability": 0.020335413712243264 }, { "score": 7.734462738037109, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement", "probability": 0.01253348336560455 }, { "score": 6.546584129333496, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided", "probability": 0.0038210495019398326 }, { "score": 5.195544242858887, "text": "February 1, 1998 and end on the first anniversary of the date of this Agreement;", "probability": 0.000989540324012629 }, { "score": 5.164582252502441, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998", "probability": 0.0009593716373849442 }, { "score": 4.935942649841309, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party,", "probability": 0.0007632906758115687 }, { "score": 4.618149757385254, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party", "probability": 0.0005554874578218525 }, { "score": 4.53591251373291, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement,", "probability": 0.0005116336220699587 }, { "score": 4.352825164794922, "text": "The", "probability": 0.0004260349725365543 }, { "score": 3.674687385559082, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three", "probability": 0.00021623886622463716 }, { "score": 2.916684627532959, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and", "probability": 0.0001013298361833453 }, { "score": 2.9032633304595947, "text": "February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that", "probability": 9.997894399034493e-05 }, { "score": 2.658148765563965, "text": "The term of this Agreement (the \"Term\") will begin on", "probability": 7.8245008545128e-05 }, { "score": 2.507774829864502, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this", "probability": 6.73209245659637e-05 }, { "score": 2.4228262901306152, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may", "probability": 6.183827834348366e-05 }, { "score": 2.4193031787872314, "text": "February 1, 1998 and end on the first anniversary of the date of this Agreement", "probability": 6.162079853134521e-05 }, { "score": 2.284416675567627, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days", "probability": 5.3845183075887136e-05 }, { "score": 2.130537509918213, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end", "probability": 4.616554696406791e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Renewal Term": [ { "text": "", "score": 11.570754051208496, "probability": 0.9999044031797855 }, { "score": 0.8039864301681519, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that", "probability": 2.1086801755131935e-05 }, { "score": 0.6371209621429443, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three", "probability": 1.7846044151609718e-05 }, { "score": 0.4631664752960205, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement;", "probability": 1.499665806573506e-05 }, { "score": -0.07025718688964844, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement", "probability": 8.796938106335369e-06 }, { "score": -0.266903281211853, "text": "If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration of the Term) until the required number of Retail Impressions has been delivered.", "probability": 7.226520228788808e-06 }, { "score": -0.39704060554504395, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party,", "probability": 6.344703052411639e-06 }, { "score": -0.7572990655899048, "text": "For the duration of the Term, the Company will", "probability": 4.42540517737274e-06 }, { "score": -1.0450283288955688, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 3.3188972577384008e-06 }, { "score": -1.4542194604873657, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1. The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 2.2043693190471507e-06 }, { "score": -1.8432512283325195, "text": "The", "probability": 1.4939291716211789e-06 }, { "score": -1.9139156341552734, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party", "probability": 1.3920051633529419e-06 }, { "score": -2.0004048347473145, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided", "probability": 1.276671206621587e-06 }, { "score": -2.027604341506958, "text": "Should TV.COM not be run on the air during a portion of the Term, CNET will run two download.com banner advertising programs per month during such portion of the Term in lieu of the foregoing TV.", "probability": 1.242414375901769e-06 }, { "score": -2.1858551502227783, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term", "probability": 1.060569210616131e-06 }, { "score": -2.435041904449463, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement,", "probability": 8.266441232843796e-07 }, { "score": -2.7223405838012695, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 6.202208352746003e-07 }, { "score": -2.8908376693725586, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 5.240455012383452e-07 }, { "score": -2.98046875, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term", "probability": 4.791182494864498e-07 }, { "score": -3.0773799419403076, "text": "For the duration of the Term, the Company will place a link within the Beta Report Newsletter, the Cyberian Express Newsletter, the Gamer's Express newsletter, or any newsletter to which users can subscribe to which is provided by the Company to its users (expressly excluded from this obligation are emails that are sent by the Company for product announcements, or personalized emails sent to users upon product purchase.", "probability": 4.348652627948912e-07 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.878362655639648, "probability": 0.9988658958918343 }, { "score": 3.926015615463257, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party. 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For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 0.00042102959274384745 }, { "score": 4.65448522567749, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products", "probability": 0.0004155987607797562 }, { "score": 4.5144243240356445, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! 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Online service (which are expressly excluded from this provision).", "probability": 0.0003092203283857313 }, { "score": 4.320769309997559, "text": "Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 0.0002976756175100321 }, { "score": 4.126895427703857, "text": "5. Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 0.000245213799122002 }, { "score": 4.126565933227539, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products,", "probability": 0.00024513301583922785 }, { "score": 3.992192506790161, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 0.0002143108558754437 }, { "score": 3.9815828800201416, "text": "For", "probability": 0.00021204911700035847 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.122917175292969, "probability": 0.9982709837110629 }, { "score": 5.0404791831970215, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! 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During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 4.052984038284295e-05 }, { "score": 1.9577577114105225, "text": "CNET agrees not to specifically target these subscribers separately from the general\n\n\n\n\n\n database of subscribers to CNET's various newsletters. Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 3.8421629963832954e-05 }, { "score": 1.707496166229248, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site;", "probability": 2.9914970363097253e-05 }, { "score": 1.485854148864746, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! 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Should", "probability": 3.6862212563308227e-06 }, { "score": -0.39974498748779297, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 3.636849854703769e-06 }, { "score": -0.4736928939819336, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision). The", "probability": 3.377615462062158e-06 }, { "score": -0.6916294097900391, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 2.7161989554328894e-06 }, { "score": -1.0049965381622314, "text": "5. Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. 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Online service (which are expressly excluded from this provision).", "probability": 1.9854911847114984e-06 }, { "score": -1.1016640663146973, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 1.8025436452122513e-06 }, { "score": -1.2621917724609375, "text": "Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 1.5352160148849663e-06 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 12.000234603881836, "probability": 0.3376204525199505 }, { "score": 11.41592788696289, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 0.18822077822468858 }, { "score": 10.697649955749512, "text": "The parties acknowledge that the foregoing will not prevent CNET from displaying text links and other references to Competing Computer Products Retailers as reasonably necessary to provide appropriate editorial and search related services on the CNET Sites. The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 0.0917747949271943 }, { "score": 10.696417808532715, "text": "The parties acknowledge that the foregoing will not prevent CNET from displaying text links and other references to Competing Computer Products Retailers as reasonably necessary to provide appropriate editorial and search related services on the CNET Sites.", "probability": 0.09166178450608815 }, { "score": 10.303536415100098, "text": "Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 0.06188167873490975 }, { "score": 10.297144889831543, "text": "CNET agrees not to specifically target these subscribers separately from the general\n\n\n\n\n\n database of subscribers to CNET's various newsletters. Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 0.06148742171563359 }, { "score": 10.224491119384766, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 0.05717855174068083 }, { "score": 9.93702507019043, "text": "CNET agrees not to specifically target these subscribers separately from the general\n\n\n\n\n\n database of subscribers to CNET's various newsletters.", "probability": 0.042893178728946324 }, { "score": 9.466243743896484, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap!", "probability": 0.02678739612391762 }, { "score": 9.131722450256348, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap!", "probability": 0.01917121987024365 }, { "score": 7.329138278961182, "text": "Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content. A Technology Content Provider is defined as a company providing news product information or reviews about technology products that is not a manufacturer of those products.", "probability": 0.003160802711840942 }, { "score": 7.322746753692627, "text": "CNET agrees not to specifically target these subscribers separately from the general\n\n\n\n\n\n database of subscribers to CNET's various newsletters. Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content. A Technology Content Provider is defined as a company providing news product information or reviews about technology products that is not a manufacturer of those products.", "probability": 0.0031406647860256326 }, { "score": 7.153231620788574, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 0.0026509534292197038 }, { "score": 7.0855326652526855, "text": "The parties acknowledge that the foregoing will not prevent CNET from displaying text links and other references to Competing Computer Products Retailers as reasonably necessary to provide appropriate editorial and search related services on the CNET Sites", "probability": 0.002477426709559529 }, { "score": 6.96307897567749, "text": "CNET agrees not to specifically target these subscribers separately from the general", "probability": 0.002191895544275409 }, { "score": 6.815929889678955, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 0.0018919681355128591 }, { "score": 6.670273780822754, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site;", "probability": 0.0016355211830354668 }, { "score": 6.617246627807617, "text": "Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 0.00155105348363173 }, { "score": 6.551217079162598, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com", "probability": 0.0014519461345199117 }, { "score": 6.335752487182617, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site;", "probability": 0.001170510790125589 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.194671630859375, "probability": 0.9999945690993852 }, { "score": -0.4883338212966919, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 3.1034043144291213e-06 }, { "score": -2.0165421962738037, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 6.73202771288181e-07 }, { "score": -3.0342283248901367, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 2.4331586379687633e-07 }, { "score": -3.1870155334472656, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision). The parties acknowledge that the foregoing will not prevent CNET from displaying text links and other references to Competing Computer Products Retailers as reasonably necessary to provide appropriate editorial and search related services on the CNET Sites.", "probability": 2.0884100936417995e-07 }, { "score": -3.582639217376709, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site;", "probability": 1.4060429939136104e-07 }, { "score": -3.614548683166504, "text": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "probability": 1.3618851859102306e-07 }, { "score": -3.671236991882324, "text": "5. Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 1.2868297008687174e-07 }, { "score": -3.773077964782715, "text": "During", "probability": 1.1622300592296723e-07 }, { "score": -3.841503381729126, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 1.0853637751703404e-07 }, { "score": -4.0029706954956055, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1. The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 9.235298969778871e-08 }, { "score": -4.092682838439941, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 8.442857720187735e-08 }, { "score": -4.133808612823486, "text": "For the duration of the Term, the Company will place a link within the Beta Report Newsletter, the Cyberian Express Newsletter, the Gamer's Express newsletter, or any newsletter to which users can subscribe to which is provided by the Company to its users (expressly excluded from this obligation are emails that are sent by the Company for product announcements, or personalized emails sent to users upon product purchase.", "probability": 8.102681605965162e-08 }, { "score": -4.20274543762207, "text": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.\n\n5. Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 7.562926697351673e-08 }, { "score": -4.411501407623291, "text": "CNET agrees not to specifically target these subscribers separately from the general\n\n\n\n\n\n database of subscribers to CNET's various newsletters.", "probability": 6.138020368107788e-08 }, { "score": -4.785938262939453, "text": "Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 4.2209719407332736e-08 }, { "score": -4.975592136383057, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision). The", "probability": 3.49177968904774e-08 }, { "score": -4.983001708984375, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement;", "probability": 3.466002710065901e-08 }, { "score": -5.0166802406311035, "text": "provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 3.351216591483199e-08 }, { "score": -5.0696282386779785, "text": "2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 3.1783921111618647e-08 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.695308685302734, "probability": 0.9998525741288333 }, { "score": 1.5094854831695557, "text": "(c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 3.7695469661064364e-05 }, { "score": 1.1620539426803589, "text": "The Company shall indemnify and hold CNET harmless from and against any Losses that CNET may suffer, incur or be subjected to by reason of any legal action, proceeding,\n\n\n\n\n\n arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) any breach or alleged breach by the Company of its representations, warranties or covenants hereunder; (b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 2.6631863600027098e-05 }, { "score": 0.9620109796524048, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 2.1803388981387103e-05 }, { "score": 0.572227954864502, "text": "(b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 1.4765337761960324e-05 }, { "score": -0.037101030349731445, "text": "Any failure by the Company to comply with this paragraph will be deemed to be a material breach of this Agreement.", "probability": 8.028144301693057e-06 }, { "score": -0.07040596008300781, "text": "CNET agrees not to specifically target these subscribers separately from the general\n\n\n\n\n\n database of subscribers to CNET's various newsletters.", "probability": 7.765170981269019e-06 }, { "score": -0.6506614685058594, "text": "Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above.", "probability": 4.346595814777307e-06 }, { "score": -0.728364109992981, "text": "CNET agrees not to specifically target these subscribers separately from the general\n\n\n\n\n\n database of subscribers to CNET's various newsletters. Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 4.021642196991693e-06 }, { "score": -0.7837336659431458, "text": "Any failure by the Company to comply with this paragraph will be deemed to be a material breach of this Agreement.", "probability": 3.805018182864973e-06 }, { "score": -0.9948791265487671, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 3.0807568871390767e-06 }, { "score": -1.148352861404419, "text": "or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 2.6424369394861895e-06 }, { "score": -1.2488240003585815, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 2.3898496011244425e-06 }, { "score": -1.328824758529663, "text": "(c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site", "probability": 2.2061075595959655e-06 }, { "score": -1.4987798929214478, "text": "Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 1.8612988360894802e-06 }, { "score": -1.6762562990188599, "text": "The Company shall indemnify and hold CNET harmless from and against any Losses that CNET may suffer, incur or be subjected to by reason of any legal action, proceeding,\n\n\n\n\n\n arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) any breach or alleged breach by the Company of its representations, warranties or covenants hereunder; (b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site", "probability": 1.5586158268465377e-06 }, { "score": -1.8179945945739746, "text": "Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above.", "probability": 1.352642168218526e-06 }, { "score": -1.880384087562561, "text": "CNET agrees not to specifically target these subscribers separately from the general\n\n\n\n\n\n database of subscribers to CNET's various newsletters. Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content. A Technology Content Provider is defined as a company providing news product information or reviews about technology products that is not a manufacturer of those products.", "probability": 1.2708301500194435e-06 }, { "score": -1.9622546434402466, "text": "The Company shall indemnify and hold CNET harmless from and against any Losses that CNET may suffer, incur or be subjected to by reason of any legal action, proceeding,\n\n\n\n\n\n arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) any breach or alleged breach by the Company of its representations, warranties or covenants hereunder; (b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights;", "probability": 1.1709317419008934e-06 }, { "score": -2.090718984603882, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 1.0297699742381749e-06 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.747821807861328, "probability": 0.7807007792247047 }, { "score": 9.805028915405273, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "probability": 0.11187688871038566 }, { "score": 8.358692169189453, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party. If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "probability": 0.026339305061167006 }, { "score": 8.143067359924316, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party", "probability": 0.021230471896849942 }, { "score": 7.854312419891357, "text": "(b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "probability": 0.015905779969547142 }, { "score": 7.481029510498047, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party,", "probability": 0.010950659183672653 }, { "score": 6.741949558258057, "text": "and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "probability": 0.0052295210771269056 }, { "score": 6.674604415893555, "text": "provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "probability": 0.004888935346686718 }, { "score": 6.42122220993042, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement,", "probability": 0.0037946506577063973 }, { "score": 6.407975196838379, "text": "(b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party. If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "probability": 0.0037447143544426277 }, { "score": 6.125468730926514, "text": "effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "probability": 0.0028231093228760808 }, { "score": 5.969762802124023, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party,", "probability": 0.0024160475121367876 }, { "score": 5.845548629760742, "text": "either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "probability": 0.0021338306103492145 }, { "score": 5.589158058166504, "text": "by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "probability": 0.001651242775279911 }, { "score": 5.295612335205078, "text": "and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party. If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "probability": 0.0012311915971345447 }, { "score": 5.228267192840576, "text": "provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party. If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "probability": 0.0011510071436755165 }, { "score": 5.153475284576416, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party", "probability": 0.0010680616119343154 }, { "score": 5.085583209991455, "text": "(a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "probability": 0.000997955446319299 }, { "score": 5.023724555969238, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement", "probability": 0.0009380938321949371 }, { "score": 5.012641906738281, "text": "provided that (a) either party may terminate this Agreement, effective at any time after the first three\n\n months of the Term, by giving 30 days' written notice of termination to the other party", "probability": 0.0009277546658097474 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.312374114990234, "probability": 0.9999872668835437 }, { "score": 0.4299710988998413, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 6.910864985031092e-06 }, { "score": -0.9664077758789062, "text": "An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its own selection and at its own expense.", "probability": 1.7103806257401066e-06 }, { "score": -1.5038743019104004, "text": "Should TV.COM not be run on the air during a portion of the Term, CNET will run two download.com banner advertising programs per month during such portion of the Term in lieu of the foregoing TV.COM Promotions.", "probability": 9.99249689489926e-07 }, { "score": -2.16726016998291, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 5.147178151649463e-07 }, { "score": -2.653496742248535, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site;", "probability": 3.1651867561001454e-07 }, { "score": -2.718583106994629, "text": "Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 2.965737378438003e-07 }, { "score": -2.7195851802825928, "text": "If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration of the Term) until the required number of Retail Impressions has been delivered.", "probability": 2.9627669807585994e-07 }, { "score": -2.898402214050293, "text": "For the duration of the Term, the Company will place a link within the Beta Report Newsletter, the Cyberian Express Newsletter, the Gamer's Express newsletter, or any newsletter to which users can subscribe to which is provided by the Company to its users (expressly excluded from this obligation are emails that are sent by the Company for product announcements, or personalized emails sent to users upon product purchase.", "probability": 2.4776402341806425e-07 }, { "score": -2.9336390495300293, "text": "During", "probability": 2.3918562861453493e-07 }, { "score": -3.1137466430664062, "text": "CNET's Obligations.\n\n 2.1 TV Promotions. CNET will provide the Company one 15 second \"spot\" for Promotions on its syndicated weekly TV program, TV.COM. Promotions will run on each weekly episode of TV.COM during the Term; provided that TV.COM remains on the air throughout such period. Should TV.COM not be run on the air during a portion of the Term, CNET will run two download.com banner advertising programs per month during such portion of the Term in lieu of the foregoing TV.COM Promotions.", "probability": 1.9976313620083165e-07 }, { "score": -3.1723527908325195, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 1.883922448213004e-07 }, { "score": -3.415173053741455, "text": "Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above.", "probability": 1.4777722969135334e-07 }, { "score": -3.6763579845428467, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 1.1380893166166808e-07 }, { "score": -3.7754368782043457, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 1.0307347779565558e-07 }, { "score": -3.8051071166992188, "text": "Should TV.COM not be run on the air during a portion of the Term, CNET will run two download.com banner advertising programs per month during such portion of the Term in lieu of the foregoing TV.COM Promotions.\n\n 2.2 Banner Promotions. CNET will provide advertising banners to the Company during the Term as described in Exhibit A.\n\n 2.3 Retail Promotions.\n\n 2.3.1 CNET will provide for various retail Promotions across the CNET", "probability": 1.0006018671207176e-07 }, { "score": -3.9083569049835205, "text": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit.", "probability": 9.024444858297851e-08 }, { "score": -3.9238228797912598, "text": "(c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 8.885946785989623e-08 }, { "score": -3.9244866371154785, "text": "5. Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 8.88005063075239e-08 }, { "score": -4.018840789794922, "text": "During the Term", "probability": 8.080494781316817e-08 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Change Of Control": [ { "text": "", "score": 12.29456901550293, "probability": 0.971581357841124 }, { "score": 8.654948234558105, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 0.0255159623013549 }, { "score": 6.243973255157471, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations", "probability": 0.002289490375904949 }, { "score": 3.912169933319092, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party", "probability": 0.0002223563347781064 }, { "score": 2.990736961364746, "text": "(a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 8.848634397286127e-05 }, { "score": 2.4425244331359863, "text": "or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 5.114351531178494e-05 }, { "score": 2.1152260303497314, "text": "This Agreement may not be assigned by either party, except", "probability": 3.686775437033985e-05 }, { "score": 2.0351779460906982, "text": "This", "probability": 3.4031590290682416e-05 }, { "score": 1.8491244316101074, "text": "This Agreement may not be assigned by either party", "probability": 2.8254018774000184e-05 }, { "score": 1.7590043544769287, "text": "(b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 2.5819128393734597e-05 }, { "score": 1.6398744583129883, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise)", "probability": 2.2919446255315295e-05 }, { "score": 1.5129181146621704, "text": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "probability": 2.01868093374978e-05 }, { "score": 1.45182466506958, "text": "This Agreement may not be assigned by either party,", "probability": 1.8990444629408845e-05 }, { "score": 0.9122731685638428, "text": "stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 1.1071612963303366e-05 }, { "score": 0.88722825050354, "text": "transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 1.079776883952616e-05 }, { "score": 0.8716797828674316, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party", "probability": 1.0631178548213087e-05 }, { "score": 0.7648394107818604, "text": "assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 9.553911809014495e-06 }, { "score": 0.5728521347045898, "text": "whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 7.885009364555052e-06 }, { "score": 0.5314610004425049, "text": "asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 7.5653020504080385e-06 }, { "score": 0.39938974380493164, "text": "Assignment. This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 6.629311927622623e-06 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Anti-Assignment": [ { "score": 13.025214195251465, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 0.49552742629065255 }, { "score": 12.434179306030273, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 0.27440025187277345 }, { "text": "", "score": 12.156963348388672, "probability": 0.20796542836710327 }, { "score": 9.478631973266602, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party", "probability": 0.014282578116559919 }, { "score": 8.383986473083496, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party", "probability": 0.0047797822009393535 }, { "score": 6.293360233306885, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.\n\n 9.3 Relationship of Parties. This Agreement will not be construed to create a joint venture, partnership or the relationship of principal and agent between the parties hereto, nor to impose upon either party any obligations for any losses, debts or other obligations incurred by the other party except as expressly set forth herein.", "probability": 0.0005908274547337325 }, { "score": 6.16397762298584, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise)", "probability": 0.0005191232909092692 }, { "score": 5.401248455047607, "text": "This Agreement may not be assigned by either party", "probability": 0.0002421148600239457 }, { "score": 5.152274131774902, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party", "probability": 0.0001887527426239853 }, { "score": 5.1411662101745605, "text": "Assignment. This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 0.00018666769367595558 }, { "score": 5.094002723693848, "text": "This Agreement may not be assigned by either party, except", "probability": 0.0001780681799536038 }, { "score": 5.088048934936523, "text": "This Agreement may not be assigned by either party, except", "probability": 0.00017701114941645415 }, { "score": 4.984396934509277, "text": "This Agreement may not be assigned by either party,", "probability": 0.0001595824507424986 }, { "score": 4.901357173919678, "text": "or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 0.00014686605202014503 }, { "score": 4.8438496589660645, "text": "(a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 0.00013865841265139542 }, { "score": 4.783536911010742, "text": "Assignment. This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 0.0001305427419576021 }, { "score": 4.650226593017578, "text": "This", "probability": 0.00011425015423190646 }, { "score": 4.50947904586792, "text": "This Agreement may not be assigned by either party,", "probability": 9.925009061603436e-05 }, { "score": 4.376565933227539, "text": "9.2 Assignment. This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 8.689753969274849e-05 }, { "score": 4.3652567863464355, "text": "This", "probability": 8.592033872246048e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Revenue/Profit Sharing": [ { "score": 12.41234016418457, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.508570853284337 }, { "text": "", "score": 12.084232330322266, "probability": 0.3663161321927834 }, { "score": 10.912014961242676, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 0.11344059872450588 }, { "score": 7.858926773071289, "text": "\"CNET Sales\" will be counted as sales by the Company to each User who accesses the Company Site through a link from an Online Promotion for a period of 4 hours from the referral, CNET and The Company will agree on technical procedures to allow the easy and accurate reporting of CNET Sales. The Company will make this information available in a manner which\n\n allows CNET and the Company to understand the performance of the various Online Promotions.\n\n 3.3 Cash Consideration.\n\n 3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.005355859271156912 }, { "score": 7.362076282501221, "text": "CNET will be compensated by the Company for providing the Promotions.", "probability": 0.003258740144442743 }, { "score": 6.358600616455078, "text": "\"CNET Sales\" will be counted as sales by the Company to each User who accesses the Company Site through a link from an Online Promotion for a period of 4 hours from the referral, CNET and The Company will agree on technical procedures to allow the easy and accurate reporting of CNET Sales. The Company will make this information available in a manner which\n\n allows CNET and the Company to understand the performance of the various Online Promotions.\n\n 3.3 Cash Consideration.\n\n 3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 0.001194664025779561 }, { "score": 5.155688762664795, "text": "3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.00035877965334659307 }, { "score": 4.816888809204102, "text": "For each month during the Term", "probability": 0.0002556753479527499 }, { "score": 4.6926679611206055, "text": "For", "probability": 0.00022580857329430808 }, { "score": 4.524285793304443, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:", "probability": 0.00019081520597218887 }, { "score": 4.14832878112793, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales. Payments", "probability": 0.00013101979773533286 }, { "score": 3.9130682945251465, "text": "CNET will be compensated by the Company for providing the Promotions", "probability": 0.00010355345501257916 }, { "score": 3.9068961143493652, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:\n\n1. CNET.COM ([XXXXX] impressions per month)", "probability": 0.00010291627285478768 }, { "score": 3.843724489212036, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:\n\n1. CNET.COM ([XXXXX] impressions per month) 2. SEARCH.COM ([XXXXX]impressions per month) 3. GAMECENTER.COM ([XXXXX] impressions per month) (two programs per month)", "probability": 9.661597957964713e-05 }, { "score": 3.655362606048584, "text": "3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 8.002845544189406e-05 }, { "score": 3.6404967308044434, "text": "Cash Consideration.\n\n 3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 7.884756166457947e-05 }, { "score": 3.5150442123413086, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash,", "probability": 6.955124859903236e-05 }, { "score": 3.4233238697052, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:\n\n1. CNET.COM ([XXXXX] impressions per month) 2. SEARCH.COM ([XXXXX]impressions per month)", "probability": 6.345579540378266e-05 }, { "score": 3.301604986190796, "text": "The Company will make this information available in a manner which\n\n allows CNET and the Company to understand the performance of the various Online Promotions.\n\n 3.3 Cash Consideration.\n\n 3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 5.6183585686063505e-05 }, { "score": 3.183029890060425, "text": "the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 4.990142445116798e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Price Restrictions": [ { "score": 12.4013671875, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.4211272033874254 }, { "text": "", "score": 12.030499458312988, "probability": 0.2906347152708627 }, { "score": 10.748456001281738, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 0.08064233402290581 }, { "score": 10.14892864227295, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 0.04427837410329431 }, { "score": 10.015249252319336, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:", "probability": 0.03873784381870014 }, { "score": 9.912895202636719, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 0.03496903476859498 }, { "score": 9.397552490234375, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 0.020886859654871914 }, { "score": 8.883468627929688, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months", "probability": 0.012491349619299095 }, { "score": 8.765937805175781, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 0.011106222663263674 }, { "score": 8.502930641174316, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 0.008537757517391073 }, { "score": 8.372072219848633, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:\n\n1. CNET.COM ([XXXXX] impressions per month)", "probability": 0.007490533072369976 }, { "score": 8.247836112976074, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:\n\n1. CNET.COM ([XXXXX] impressions per month) 2. SEARCH.COM ([XXXXX]impressions per month) 3. GAMECENTER.COM ([XXXXX] impressions per month) (two programs per month)", "probability": 0.006615423782169589 }, { "score": 8.124157905578613, "text": "Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 0.005845812844758311 }, { "score": 7.955248832702637, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:\n\n1. CNET.COM ([XXXXX] impressions per month) 2. SEARCH.COM ([XXXXX]impressions per month)", "probability": 0.0049372899080891465 }, { "score": 7.477223873138428, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 0.0030611529299538246 }, { "score": 7.314636707305908, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:\n\n1. CNET.COM ([XXXXX] impressions per month) 2. SEARCH.COM ([XXXXX]impressions per month) 3. GAMECENTER.COM ([XXXXX] impressions per month) (two programs per month) 4. SHAREWARE.COM/DOWNLOAD.COM ([XXXXX] impressions per month; this is a single unit, which may be satisfied by delivering banners on either site)", "probability": 0.0026018024469406514 }, { "score": 6.957479476928711, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least", "probability": 0.001820383554812329 }, { "score": 6.914165019989014, "text": "If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration of the Term) until the required number of Retail Impressions has been delivered.", "probability": 0.0017432178882865771 }, { "score": 6.666018962860107, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners", "probability": 0.0013601387399568838 }, { "score": 6.465086936950684, "text": "For such purposes, a \"Retail Impression\" means the display of one page of a CNET Site that contains at least one Retail Promotion.", "probability": 0.0011125500060534218 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Minimum Commitment": [ { "score": 13.976363182067871, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.38721631990805094 }, { "score": 13.698856353759766, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.29338234049796524 }, { "score": 12.185891151428223, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 0.06461919303054697 }, { "text": "", "score": 12.181514739990234, "probability": 0.06433701077825849 }, { "score": 12.096017837524414, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 0.05906497791519405 }, { "score": 11.55996322631836, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 0.03455608123402607 }, { "score": 11.525602340698242, "text": "CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term.", "probability": 0.03338887169456328 }, { "score": 10.90588092803955, "text": "CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term. For such purposes, a \"Retail Impression\" means the display of one page of a CNET Site that contains at least one Retail Promotion.", "probability": 0.017966362309633322 }, { "score": 10.118963241577148, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales. Payments under this paragraph will be based on the reports prepared by the Company under Section 3.2 (although CNET may challenge such reports as contemplated by Section 9.5) and will be due within 30 days after the end of each month of the Term.", "probability": 0.008179111797826082 }, { "score": 10.00196647644043, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 0.0072760402855317355 }, { "score": 9.754240036010742, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX]", "probability": 0.005679483849175363 }, { "score": 9.70743179321289, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 0.005419763144294911 }, { "score": 9.602033615112305, "text": "For such purposes, a \"Retail Impression\" means the display of one page of a CNET Site that contains at least one Retail Promotion.", "probability": 0.004877603123957575 }, { "score": 9.33155632019043, "text": "3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.003721685440794026 }, { "score": 8.915355682373047, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:", "probability": 0.0024546299172422147 }, { "score": 8.808735847473145, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1. The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 0.002206386630106921 }, { "score": 8.457876205444336, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term,", "probability": 0.0015534783700905132 }, { "score": 8.433565139770508, "text": "If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration of the Term) until the required number of Retail Impressions has been delivered.", "probability": 0.0015161670322566794 }, { "score": 8.333290100097656, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:\n\n1. CNET.COM ([XXXXX] impressions per month) 2. SEARCH.COM ([XXXXX]impressions per month) 3. GAMECENTER.COM ([XXXXX] impressions per month) (two programs per month) 4. SHAREWARE.COM/DOWNLOAD.COM ([XXXXX] impressions per month; this is a single unit, which may be satisfied by delivering banners on either site)", "probability": 0.001371507391954137 }, { "score": 8.210464477539062, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail", "probability": 0.001212985648531604 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.090460777282715, "probability": 0.2286760240315516 }, { "score": 12.032026290893555, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 0.21569638055352797 }, { "score": 11.715072631835938, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 0.1571055879787441 }, { "score": 10.741294860839844, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.05933149886844356 }, { "score": 10.58292293548584, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.050641349068 }, { "score": 10.438104629516602, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 0.04381385588993922 }, { "score": 10.392313957214355, "text": "Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 0.04185283094012245 }, { "score": 10.242968559265137, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 0.03604665391833159 }, { "score": 10.237279891967773, "text": "CNET will provide the Company one 15 second \"spot\" for Promotions on its syndicated weekly TV program, TV.COM.", "probability": 0.03584217864432648 }, { "score": 9.885663986206055, "text": "For such purposes, a \"Retail Impression\" means the display of one page of a CNET Site that contains at least one Retail Promotion.", "probability": 0.025216775527210824 }, { "score": 9.776252746582031, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 0.022603352340777535 }, { "score": 9.65735149383545, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 0.020069414233201004 }, { "score": 9.093092918395996, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 0.01141511552920635 }, { "score": 9.002623558044434, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 0.010427734551670191 }, { "score": 8.997537612915039, "text": "Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term.", "probability": 0.010374834303825568 }, { "score": 8.870309829711914, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:\n\n1. CNET.COM ([XXXXX] impressions per month) 2. SEARCH.COM ([XXXXX]impressions per month) 3. GAMECENTER.COM ([XXXXX] impressions per month) (two programs per month) 4. SHAREWARE.COM/DOWNLOAD.COM ([XXXXX] impressions per month; this is a single unit, which may be satisfied by delivering banners on either site)\n\n EXHIBIT B\n\n PERFORMANCE STANDARDS\n\nThe Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1. The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 0.009135384794771356 }, { "score": 8.648506164550781, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period", "probability": 0.007318106699503617 }, { "score": 8.622406005859375, "text": "Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term. For such purposes, a \"Retail Impression\" means the display of one page of a CNET Site that contains at least one Retail Promotion.", "probability": 0.0071295740222605975 }, { "score": 8.187905311584473, "text": "If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration of the Term) until the required number of Retail Impressions has been delivered.", "probability": 0.004617026088054545 }, { "score": 7.646327495574951, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales. Payments under this paragraph will be based on the reports prepared by the Company under Section 3.2 (although CNET may challenge such reports as contemplated by Section 9.5) and will be due within 30 days after the end of each month of the Term.", "probability": 0.0026863220165313185 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.22897720336914, "probability": 0.7301725641127127 }, { "score": 11.07161808013916, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.", "probability": 0.22950430148349546 }, { "score": 8.439041137695312, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 0.01649974340755894 }, { "score": 8.240781784057617, "text": "Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above. CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.", "probability": 0.013532381948423504 }, { "score": 7.029268264770508, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks", "probability": 0.00402921656696576 }, { "score": 6.464982986450195, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.", "probability": 0.0022916834499756935 }, { "score": 5.946630001068115, "text": "Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above.", "probability": 0.0013646987292457943 }, { "score": 5.485135555267334, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.\n\n 6.2 The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 0.0008602254674006479 }, { "score": 4.8771653175354, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party", "probability": 0.00046835393832284425 }, { "score": 4.416426658630371, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 0.0002954458672311971 }, { "score": 4.32907772064209, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise)", "probability": 0.000270733973638298 }, { "score": 4.198431968688965, "text": "Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above. CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks", "probability": 0.00023757680001922524 }, { "score": 3.8239376544952393, "text": "C", "probability": 0.00016336657881843052 }, { "score": 2.7800793647766113, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.\n\n 6.2 The Company hereby represents and warrants to CNET that the Company", "probability": 5.752032340016225e-05 }, { "score": 2.7121078968048096, "text": "Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above", "probability": 5.374049788367684e-05 }, { "score": 2.6493277549743652, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise", "probability": 5.047038486739714e-05 }, { "score": 2.5266401767730713, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.\n\n 9.3 Relationship of Parties. This Agreement will not be construed to create a joint venture, partnership or the relationship of principal and agent between the parties hereto, nor to impose upon either party any obligations for any losses, debts or other obligations incurred by the other party except as expressly set forth herein.", "probability": 4.464307266424054e-05 }, { "score": 2.5005459785461426, "text": "This Agreement may not be assigned by either party,", "probability": 4.349321502801329e-05 }, { "score": 2.1520192623138428, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.\n\n 9.3 Relationship of Parties. This Agreement will not be construed to create a joint venture, partnership or the relationship of principal and agent between the parties hereto, nor to impose upon either party any obligations for any losses, debts or other obligations incurred by the other party except as expressly set forth herein.\n\n 9.4 Entire Agreement. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter", "probability": 3.069433878923807e-05 }, { "score": 2.1002533435821533, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks", "probability": 2.914584355885841e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.207367897033691, "probability": 0.9348130416757177 }, { "score": 9.506978034973145, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.", "probability": 0.06280010163140691 }, { "score": 5.311334609985352, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.\n\n 6.2 The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights", "probability": 0.0009458353883288689 }, { "score": 5.074038982391357, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks", "probability": 0.0007460353000660953 }, { "score": 4.254828929901123, "text": "This Agreement will not be construed to create a joint venture, partnership or the relationship of principal and agent between the parties hereto, nor to impose upon either party any obligations for any losses, debts or other obligations incurred by the other party except as expressly set forth herein.", "probability": 0.00032883722310048737 }, { "score": 3.4121336936950684, "text": "Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above. CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.", "probability": 0.00014158038243150905 }, { "score": 2.5682342052459717, "text": "C", "probability": 6.088386158920495e-05 }, { "score": 2.4097697734832764, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 5.1961533751791625e-05 }, { "score": 1.4798932075500488, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.", "probability": 2.0504146692386667e-05 }, { "score": 0.9574429988861084, "text": "the Company is the sole owner of all rights in and to the Company Marks.", "probability": 1.2160304711097185e-05 }, { "score": 0.9544401168823242, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.\n\n 6.2 The", "probability": 1.2123843522641478e-05 }, { "score": 0.809948205947876, "text": "as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.", "probability": 1.0492724809872173e-05 }, { "score": 0.7952346801757812, "text": "CNET acknowledges and agrees that, as between the Company and CNET,", "probability": 1.033947005664915e-05 }, { "score": 0.6851019859313965, "text": "CNET acknowledges and agrees that,", "probability": 9.261221225331763e-06 }, { "score": 0.5754847526550293, "text": "CNET acknowledges and agrees that, as", "probability": 8.299694347079263e-06 }, { "score": 0.5315247774124146, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.\n\n 6.2 The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 7.942743251263801e-06 }, { "score": 0.32134222984313965, "text": "NET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.", "probability": 6.437087367348304e-06 }, { "score": 0.22452831268310547, "text": "This Agreement will not be construed to create a joint venture, partnership or the relationship of principal and agent between the parties hereto,", "probability": 5.843104502563825e-06 }, { "score": -0.04546856880187988, "text": ".", "probability": 4.460520070701686e-06 }, { "score": -0.19054794311523438, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company", "probability": 3.858143050415393e-06 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__License Grant": [ { "score": 12.700910568237305, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.691072632827293 }, { "text": "", "score": 11.817157745361328, "probability": 0.28557140645466694 }, { "score": 8.652647018432617, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.012061051554467257 }, { "score": 8.330343246459961, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions", "probability": 0.008737967482179677 }, { "score": 6.091765880584717, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term.", "probability": 0.0009315552695481235 }, { "score": 5.034633636474609, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term", "probability": 0.0003236696115514871 }, { "score": 4.717494964599609, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions", "probability": 0.0002357058445547209 }, { "score": 4.627236366271973, "text": "6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.00021536322211855428 }, { "score": 4.322116851806641, "text": "The parties acknowledge that the foregoing will not prevent CNET from displaying text links and other references to Competing Computer Products Retailers as reasonably necessary to provide appropriate editorial and search related services on the CNET Sites. The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.00015873029330807194 }, { "score": 4.28208065032959, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions", "probability": 0.0001525008686273194 }, { "score": 4.0434675216674805, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 0.00012012791859191762 }, { "score": 3.988025188446045, "text": "The", "probability": 0.00011364900894972655 }, { "score": 3.244725227355957, "text": ".", "probability": 5.404488305249119e-05 }, { "score": 3.147554636001587, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 4.904039163461805e-05 }, { "score": 3.0518746376037598, "text": "CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 4.456568994460871e-05 }, { "score": 2.9848999977111816, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free", "probability": 4.167867634276756e-05 }, { "score": 2.6587114334106445, "text": "the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 3.007821257760953e-05 }, { "score": 2.6324872970581055, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term,", "probability": 2.9299690085389143e-05 }, { "score": 2.613877534866333, "text": "Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 2.8759472075701443e-05 }, { "score": 2.593261241912842, "text": "Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 2.817262842990162e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.042263984680176, "probability": 0.9028259417427741 }, { "score": 9.528522491455078, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.07309707016037263 }, { "score": 7.611407279968262, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 0.010747498981050351 }, { "score": 7.513333320617676, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.009743487520607193 }, { "score": 5.442636489868164, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 0.0012286331416032732 }, { "score": 4.86107063293457, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions", "probability": 0.0006868333638410395 }, { "score": 4.5662641525268555, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 0.0005114681042275369 }, { "score": 4.0287885665893555, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any use of the Company Marks by CNET must comply with any reasonable usage guidelines communicated by the Company to CNET from time to time.", "probability": 0.00029881051403810797 }, { "score": 3.765122413635254, "text": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party", "probability": 0.00022955519168411852 }, { "score": 3.304508924484253, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term", "probability": 0.00014482556208077164 }, { "score": 3.1299359798431396, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions", "probability": 0.00012162676514805115 }, { "score": 2.845881462097168, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions", "probability": 9.155158058509678e-05 }, { "score": 2.359273672103882, "text": "The parties acknowledge that the foregoing will not prevent CNET from displaying text links and other references to Competing Computer Products Retailers as reasonably necessary to provide appropriate editorial and search related services on the CNET Sites. The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 5.627749635275713e-05 }, { "score": 2.050741195678711, "text": "The", "probability": 4.1337177195272284e-05 }, { "score": 2.0501980781555176, "text": "6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 4.1314732345625486e-05 }, { "score": 2.0135996341705322, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any use of the Company Marks by CNET must comply with any reasonable usage guidelines communicated by the Company to CNET from time to time.", "probability": 3.983001237004834e-05 }, { "score": 1.7182319164276123, "text": "the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 2.9643799783102373e-05 }, { "score": 1.5595040321350098, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions,", "probability": 2.529293494953469e-05 }, { "score": 1.3094284534454346, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party", "probability": 1.9696668840195318e-05 }, { "score": 1.2893197536468506, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term", "probability": 1.9304550150956794e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.14786434173584, "probability": 0.5389601988018179 }, { "score": 11.949991226196289, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.44220280424290076 }, { "score": 8.131481170654297, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.009710993113160237 }, { "score": 7.3473944664001465, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any use of the Company Marks by CNET must comply with any reasonable usage guidelines communicated by the Company to CNET from time to time.", "probability": 0.004433422460273273 }, { "score": 6.91115140914917, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions", "probability": 0.002866032854641225 }, { "score": 5.355125427246094, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term", "probability": 0.0006046550257358566 }, { "score": 4.564570426940918, "text": "6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.0002742672757013726 }, { "score": 4.44222354888916, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any use of the Company Marks by CNET must comply with any reasonable usage guidelines communicated by the Company to CNET from time to time. Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above.", "probability": 0.000242683035600115 }, { "score": 3.67244029045105, "text": "The", "probability": 0.00011238977383574267 }, { "score": 3.528884172439575, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any use of the Company Marks by CNET must comply with any reasonable usage guidelines communicated by the Company to CNET from time to time.", "probability": 9.736013499176377e-05 }, { "score": 3.1979713439941406, "text": "the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 6.99306479071727e-05 }, { "score": 3.0926413536071777, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions", "probability": 6.293950433255022e-05 }, { "score": 3.0551180839538574, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any use of the Company Marks by CNET must comply with any reasonable usage guidelines communicated by the Company to CNET from time to time", "probability": 6.062156856793082e-05 }, { "score": 3.0487794876098633, "text": "Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 6.0238528166758154e-05 }, { "score": 2.8940467834472656, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 5.160298121008432e-05 }, { "score": 2.6572165489196777, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any", "probability": 4.072121508004226e-05 }, { "score": 2.6562910079956055, "text": "6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 4.06835433650539e-05 }, { "score": 2.647702217102051, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 4.03356171896621e-05 }, { "score": 2.50642728805542, "text": "any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 3.502142267991562e-05 }, { "score": 2.4499478340148926, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 3.3098252842502036e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.226995468139648, "probability": 0.9452550871451085 }, { "score": 9.313056945800781, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.05129105149758457 }, { "score": 6.157965660095215, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.0021867687912452693 }, { "score": 5.2236528396606445, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions", "probability": 0.0008590846612623276 }, { "score": 3.0211591720581055, "text": "6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 9.495221902617641e-05 }, { "score": 2.8091163635253906, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 7.680970496663038e-05 }, { "score": 2.5328450202941895, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term", "probability": 5.826838445965737e-05 }, { "score": 2.068561553955078, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions", "probability": 3.662665263110158e-05 }, { "score": 1.7694487571716309, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions", "probability": 2.715777541221664e-05 }, { "score": 1.724226474761963, "text": "The", "probability": 2.5956994481678675e-05 }, { "score": 1.5320777893066406, "text": "the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 2.1419300855855788e-05 }, { "score": 1.186734676361084, "text": "The parties acknowledge that the foregoing will not prevent CNET from displaying text links and other references to Competing Computer Products Retailers as reasonably necessary to provide appropriate editorial and search related services on the CNET Sites. The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 1.5164380835064687e-05 }, { "score": 0.5403275489807129, "text": "Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 7.944995108977381e-06 }, { "score": 0.44080638885498047, "text": "solely for use in connection with the Promotions.", "probability": 7.192372030804982e-06 }, { "score": 0.4021754264831543, "text": "6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 6.9198221046649996e-06 }, { "score": 0.3684067726135254, "text": "CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 6.690050401786972e-06 }, { "score": 0.34766530990600586, "text": "Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 6.552718130381166e-06 }, { "score": 0.24091482162475586, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions,", "probability": 5.889254722778788e-06 }, { "score": 0.13405418395996094, "text": ".", "probability": 5.292384070807471e-06 }, { "score": 0.11083126068115234, "text": "Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 5.170895560633854e-06 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.834044456481934, "probability": 0.972519641972737 }, { "score": 7.9464521408081055, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.01993143147963796 }, { "score": 5.65825891494751, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term.", "probability": 0.0020220356088602137 }, { "score": 5.359468936920166, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.0014997744844840802 }, { "score": 4.944228649139404, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 0.0009901235608989858 }, { "score": 4.943029880523682, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap!", "probability": 0.0009889373429909465 }, { "score": 4.1916303634643555, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any use of the Company Marks by CNET must comply with any reasonable usage guidelines communicated by the Company to CNET from time to time.", "probability": 0.00046648760916279884 }, { "score": 3.7897887229919434, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions", "probability": 0.0003121206519986034 }, { "score": 3.7863755226135254, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term", "probability": 0.0003110571376972869 }, { "score": 3.3155908584594727, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service", "probability": 0.00019425892879025675 }, { "score": 3.2548723220825195, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.", "probability": 0.00018281476320468925 }, { "score": 3.1987316608428955, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 0.00017283420044579217 }, { "score": 2.6394197940826416, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term. For such purposes, a \"Retail Impression\" means the display of one page of a CNET Site that contains at least one Retail Promotion.", "probability": 9.879242080119509e-05 }, { "score": 2.3308420181274414, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site;", "probability": 7.256212658413667e-05 }, { "score": 2.162491798400879, "text": "CNET will provide the Company one 15 second \"spot\" for Promotions on its syndicated weekly TV program, TV.COM.", "probability": 6.131919300880818e-05 }, { "score": 1.9512816667556763, "text": "search related services on the CNET Sites. The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 4.96442593746177e-05 }, { "score": 1.6046466827392578, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any use of the Company Marks by CNET must comply with any reasonable usage guidelines communicated by the Company to CNET from time to time.", "probability": 3.510163736394913e-05 }, { "score": 1.5731067657470703, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 3.401181148607502e-05 }, { "score": 1.4298882484436035, "text": "The", "probability": 2.9473434836830664e-05 }, { "score": 1.3633946180343628, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail", "probability": 2.7577375635768124e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.092802047729492, "probability": 0.9886420366023445 }, { "score": 7.591530799865723, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 0.010968867945240513 }, { "score": 3.2925825119018555, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions", "probability": 0.0001489883424760701 }, { "score": 2.39143443107605, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term", "probability": 6.050463560327385e-05 }, { "score": 2.3385210037231445, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any use of the Company Marks by CNET must comply with any reasonable usage guidelines communicated by the Company to CNET from time to time.", "probability": 5.7386354942280146e-05 }, { "score": 2.2761926651000977, "text": "The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 5.391874643190139e-05 }, { "score": 0.9890848398208618, "text": "6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 1.4885244085044969e-05 }, { "score": 0.799293041229248, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions", "probability": 1.2312051676771752e-05 }, { "score": 0.5065264701843262, "text": "The", "probability": 9.187207458235387e-06 }, { "score": 0.34380221366882324, "text": "The parties acknowledge that the foregoing will not prevent CNET from displaying text links and other references to Competing Computer Products Retailers as reasonably necessary to provide appropriate editorial and search related services on the CNET Sites. The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET.\n\n6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 7.807523079479658e-06 }, { "score": -0.4241790771484375, "text": "solely for use in connection with the Promotions.", "probability": 3.6222901916224834e-06 }, { "score": -0.6457076072692871, "text": "CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 2.902515994874e-06 }, { "score": -0.6787028312683105, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term,", "probability": 2.8083095573216753e-06 }, { "score": -0.6788716316223145, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions,", "probability": 2.807835553681363e-06 }, { "score": -0.6971242427825928, "text": ".", "probability": 2.7570501164927586e-06 }, { "score": -0.8273797035217285, "text": "Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 2.4203347306295733e-06 }, { "score": -0.9541630744934082, "text": "6. Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 2.132132127908073e-06 }, { "score": -1.099945068359375, "text": "effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 1.842900122280018e-06 }, { "score": -1.2364602088928223, "text": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions. Any use of the Company Marks by CNET must comply with any reasonable usage guidelines communicated by the Company to CNET from time to time", "probability": 1.6077333721591467e-06 }, { "score": -1.525432825088501, "text": "Trademark Licenses.\n\n 6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "probability": 1.2042448951354452e-06 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.298157691955566, "probability": 0.9999971339102616 }, { "score": -2.1576895713806152, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 5.271134009790181e-07 }, { "score": -2.6420931816101074, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 3.2473585476189854e-07 }, { "score": -2.6517720222473145, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term.", "probability": 3.2160794983956826e-07 }, { "score": -2.6967763900756836, "text": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "probability": 3.074550472703227e-07 }, { "score": -2.7645440101623535, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1. The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 2.873098553489349e-07 }, { "score": -3.1624584197998047, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 1.9299163752828904e-07 }, { "score": -3.5599753856658936, "text": "The Company's Obligations:", "probability": 1.296877830829735e-07 }, { "score": -3.627856969833374, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term. For such purposes, a", "probability": 1.2117651800898583e-07 }, { "score": -3.7897591590881348, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term. For such purposes,", "probability": 1.0306358417054232e-07 }, { "score": -3.879509210586548, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 9.421656998696789e-08 }, { "score": -3.9795711040496826, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 8.524540162680686e-08 }, { "score": -4.08950138092041, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 7.637106529838668e-08 }, { "score": -4.476315021514893, "text": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.\n\n5. Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 5.1872576395988036e-08 }, { "score": -4.486363887786865, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1. The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 5.135392610075393e-08 }, { "score": -4.692215919494629, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1. The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 4.1799708231653654e-08 }, { "score": -4.767197132110596, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term", "probability": 3.878013561280731e-08 }, { "score": -4.792034149169922, "text": "For such purposes, a", "probability": 3.782881560217853e-08 }, { "score": -4.807645797729492, "text": "2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 3.724283141860503e-08 }, { "score": -4.835022449493408, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term", "probability": 3.6237077297674294e-08 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.381888389587402, "probability": 0.9962762384277927 }, { "score": 6.529326438903809, "text": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "probability": 0.0028618338231723994 }, { "score": 4.421989917755127, "text": "sentence during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration of the Term) until the required number of Retail Impressions has been delivered.", "probability": 0.0003478882731642103 }, { "score": 4.022716999053955, "text": "For the duration of the Term, the Company will place a link within the Beta Report Newsletter, the Cyberian Express Newsletter, the Gamer's Express newsletter, or any newsletter to which users can subscribe to which is provided by the Company to its users (expressly excluded from this obligation are emails that are sent by the Company for product announcements, or personalized emails sent to users upon product purchase.", "probability": 0.0002333660977389172 }, { "score": 3.1376447677612305, "text": "Within 30 days after the end of each month during the Term, the Company will provide a report to CNET indicating the aggregate number of referrals from the CNET Sites to the Company Site during", "probability": 9.630653950259003e-05 }, { "score": 2.3005435466766357, "text": "Within 30 days after the end of each month during the Term, CNET will provide a report to the Company indicating the number of Retail Promotions displayed on the CNET Sites during such month and the number of times that a User clicked on a Retail Promotion during such month.", "probability": 4.169724264599454e-05 }, { "score": 2.1653788089752197, "text": "Promotions will run on each weekly episode of TV.COM during the Term; provided that TV.COM remains on the air throughout such period.", "probability": 3.642554321876499e-05 }, { "score": 1.849898338317871, "text": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly", "probability": 2.6570186917704816e-05 }, { "score": 1.2273063659667969, "text": "For the duration of the Term, the Company will place a link within the Beta Report Newsletter, the Cyberian Express Newsletter, the Gamer's Express newsletter, or any newsletter to which users can subscribe to which is provided by the Company to its users (expressly excluded from this obligation are emails that are sent by the Company for product announcements, or personalized emails sent to users upon product purchase. This link will be a text phrase or series of text phrases encouraging the users to sign up for CNET's free email newsletters for technology News, CNET Dispatch, and Software & Hardware Services.", "probability": 1.4256284432603949e-05 }, { "score": 1.1512999534606934, "text": "For the duration of the Term, the Company will place a link within the Beta Report Newsletter, the Cyberian Express", "probability": 1.3212870729571708e-05 }, { "score": 0.8887684345245361, "text": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.\n\n5. Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 1.0162046925151367e-05 }, { "score": 0.7454705238342285, "text": "For the duration of the Term", "probability": 8.805371915475472e-06 }, { "score": 0.5454616546630859, "text": "For the duration of the Term, the Company will place a link within the Beta Report Newsletter, the Cyberian Express Newsletter, the Gamer's Express newsletter, or any newsletter to which users can subscribe to which is provided by the Company to its users (expressly excluded from this obligation are emails that are sent by the Company for product announcements, or personalized emails sent to users upon product purchase", "probability": 7.209164839888639e-06 }, { "score": 0.30771350860595703, "text": "If", "probability": 5.683714412978846e-06 }, { "score": -0.09068417549133301, "text": "The Company's Obligations:\n\n 3.1 Operation of Company Site. The Company will be responsible for ensuring that each link embedded within an Online Promotion takes the User to the appropriate area within the Company Site, and that the Company Site functions with reasonable reliability and in a commercially reasonable manner throughout the Term. In particular, the Company agrees that the Company Site will comply with the performance standards set forth in Exhibit B throughout the Term. Any failure by the Company to comply with this paragraph will be deemed to be a material breach of this Agreement.\n\n 3.2 Reporting. Within 30 days after the end of each month during the Term, the Company will provide a report to CNET indicating the aggregate number of referrals from the CNET Sites to the Company Site during", "probability": 3.816017276090865e-06 }, { "score": -0.11204648017883301, "text": "For the duration of the Term, the Company will place a link within the Beta Report Newsletter, the Cyberian Express Newsletter, the Gamer's Express newsletter, or any newsletter to which users can subscribe to which is provided by the Company to its users (expressly excluded from this obligation are emails that are sent by the Company for product announcements, or personalized emails sent to users upon product purchase. This link will be a text phrase or series of text phrases encouraging the users to sign up for CNET's free email newsletters for technology News, CNET Dispatch, and Software & Hardware Services", "probability": 3.7353629011940195e-06 }, { "score": -0.20370365679264069, "text": "during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration of the Term) until the required number of Retail Impressions has been delivered.", "probability": 3.4082119521039678e-06 }, { "score": -0.21158277988433838, "text": "The Company will be responsible for ensuring that each link embedded within an Online Promotion takes the User to the appropriate area within the Company Site, and that the Company Site functions with reasonable reliability and in a commercially reasonable manner throughout the Term. In particular, the Company agrees that the Company Site will comply with the performance standards set forth in Exhibit B throughout the Term. Any failure by the Company to comply with this paragraph will be deemed to be a material breach of this Agreement.\n\n 3.2 Reporting. Within 30 days after the end of each month during the Term, the Company will provide a report to CNET indicating the aggregate number of referrals from the CNET Sites to the Company Site during", "probability": 3.3814637451966394e-06 }, { "score": -0.28861021995544434, "text": "Within 30 days after the end of each month during the Term", "probability": 3.130777062091906e-06 }, { "score": -0.3746809959411621, "text": "sentence", "probability": 2.87257965456041e-06 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Audit Rights": [ { "score": 12.667257308959961, "text": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit.", "probability": 0.36765922555074104 }, { "text": "", "score": 12.307071685791016, "probability": 0.2564595284794259 }, { "score": 12.28879165649414, "text": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit. The party requesting the audit will pay all expenses of the auditor unless the audit reveals an underpayment by the other party of more than 5%, in which case the other party will reimburse all reasonable expenses of the auditor.", "probability": 0.25181403006959485 }, { "score": 11.547933578491211, "text": "The party requesting the audit will pay all expenses of the auditor unless the audit reveals an underpayment by the other party of more than 5%, in which case the other party will reimburse all reasonable expenses of the auditor.", "probability": 0.12004092918326988 }, { "score": 7.073321342468262, "text": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit. The party requesting the audit will pay all expenses of the auditor unless the audit reveals an underpayment by the other party of more than 5%, in which case the other party will reimburse all reasonable expenses of the auditor", "probability": 0.0013678231371497171 }, { "score": 6.332462787628174, "text": "The party requesting the audit will pay all expenses of the auditor unless the audit reveals an underpayment by the other party of more than 5%, in which case the other party will reimburse all reasonable expenses of the auditor", "probability": 0.0006520473938735813 }, { "score": 6.0294694900512695, "text": "Audit Rights. Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit.", "probability": 0.00048160484381436604 }, { "score": 5.651003837585449, "text": "Audit Rights. Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit. The party requesting the audit will pay all expenses of the auditor unless the audit reveals an underpayment by the other party of more than 5%, in which case the other party will reimburse all reasonable expenses of the auditor.", "probability": 0.0003298566938998136 }, { "score": 5.374271392822266, "text": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant", "probability": 0.0002501162611766603 }, { "score": 5.2428388595581055, "text": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit. The", "probability": 0.00021931154990993684 }, { "score": 5.137067794799805, "text": "Each", "probability": 0.00019729937720737017 }, { "score": 4.526328086853027, "text": "Each party will have the right to engage an independent third party to audit the books and records of the other party", "probability": 0.00010712351864095655 }, { "score": 4.501979827880859, "text": "The", "probability": 0.00010454674474560625 }, { "score": 4.342291831970215, "text": "9.5 Audit Rights. Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit.", "probability": 8.911665961668569e-05 }, { "score": 3.9638261795043945, "text": "9.5 Audit Rights. Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit. The party requesting the audit will pay all expenses of the auditor unless the audit reveals an underpayment by the other party of more than 5%, in which case the other party will reimburse all reasonable expenses of the auditor.", "probability": 6.103702462736341e-05 }, { "score": 3.7896995544433594, "text": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales,", "probability": 5.1282728346919195e-05 }, { "score": 3.4064781665802, "text": "upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit.", "probability": 3.495748567771162e-05 }, { "score": 3.2136659622192383, "text": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit", "probability": 2.882722992226817e-05 }, { "score": 3.1626434326171875, "text": "the other party will provide reasonable cooperation in connection with any such audit.", "probability": 2.7393284558913383e-05 }, { "score": 3.02801251411438, "text": "upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit. The party requesting the audit will pay all expenses of the auditor unless the audit reveals an underpayment by the other party of more than 5%, in which case the other party will reimburse all reasonable expenses of the auditor.", "probability": 2.394278380045661e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Uncapped Liability": [ { "score": 13.950599670410156, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.8120764289689042 }, { "text": "", "score": 12.385307312011719, "probability": 0.16974581320878587 }, { "score": 9.80115032196045, "text": "The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site.", "probability": 0.012808962377197801 }, { "score": 8.333176612854004, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.002951080582762451 }, { "score": 7.437074184417725, "text": "LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.001204505337166959 }, { "score": 6.438469886779785, "text": "9.1 LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.0004437316356266621 }, { "score": 5.375995635986328, "text": "The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site", "probability": 0.00015335349857850108 }, { "score": 4.8652544021606445, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL,", "probability": 9.201986437030396e-05 }, { "score": 4.689628601074219, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n 9.2 Assignment. This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "probability": 7.719839523663072e-05 }, { "score": 4.622452259063721, "text": ".", "probability": 7.218283878689882e-05 }, { "score": 4.584534168243408, "text": "NE", "probability": 6.949704522325022e-05 }, { "score": 4.282933235168457, "text": "or litigation through counsel of its own selection and at its own expense.\n\n9. Miscellaneous.\n\n 9.1 LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 5.140231980412405e-05 }, { "score": 4.163322448730469, "text": "EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 4.560751553849673e-05 }, { "score": 4.0440216064453125, "text": "ITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 4.047852858345025e-05 }, { "score": 3.9875946044921875, "text": "Miscellaneous.\n\n 9.1 LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 3.825769334085978e-05 }, { "score": 3.7142884731292725, "text": "9. Miscellaneous.\n\n 9.1 LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 2.9108742010060982e-05 }, { "score": 3.627528190612793, "text": "(b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 2.668971430767325e-05 }, { "score": 3.606586456298828, "text": "Any failure by the Company to comply with this paragraph will be deemed to be a material breach of this Agreement.", "probability": 2.613659723141823e-05 }, { "score": 3.533013343811035, "text": "HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 2.4282681783527406e-05 }, { "score": 3.4900906085968018, "text": "(c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 2.3262454760962752e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Cap On Liability": [ { "score": 14.305824279785156, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.8078807378524979 }, { "text": "", "score": 12.212101936340332, "probability": 0.09955319281921461 }, { "score": 12.006311416625977, "text": "The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site.", "probability": 0.08103665496957821 }, { "score": 9.200624465942383, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF", "probability": 0.004899899193336178 }, { "score": 8.640993118286133, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.0027998988302090225 }, { "score": 8.254534721374512, "text": "The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site", "probability": 0.001902416437937369 }, { "score": 7.330421447753906, "text": "LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.0007550371043758145 }, { "score": 6.682716369628906, "text": "9.1 LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00039506954582575255 }, { "score": 5.612112998962402, "text": "LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF", "probability": 0.00013543047975502926 }, { "score": 5.315347194671631, "text": "9.1 LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF", "probability": 0.00010065437713640827 }, { "score": 5.118717193603516, "text": "ITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 8.268702015628092e-05 }, { "score": 5.051214694976807, "text": ".", "probability": 7.728965675697003e-05 }, { "score": 4.83828067779541, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL,", "probability": 6.246623201357932e-05 }, { "score": 4.83467960357666, "text": "NE", "probability": 6.224169101298588e-05 }, { "score": 4.7940192222595215, "text": "The", "probability": 5.976168086872479e-05 }, { "score": 4.705968379974365, "text": "Responsibility for the Company Products. The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site.", "probability": 5.4724626870987485e-05 }, { "score": 4.485003471374512, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term.", "probability": 4.3875185799815335e-05 }, { "score": 4.386031150817871, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.\n\n 7. Responsibility for the Company Products. The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site.", "probability": 3.9740729587411186e-05 }, { "score": 4.091363906860352, "text": "HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 2.959807578686739e-05 }, { "score": 4.057882308959961, "text": "EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 2.8623491280180623e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.158138275146484, "probability": 0.8051255506148661 }, { "score": 10.540925979614258, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.1597780929041648 }, { "score": 8.673343658447266, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 0.024685193539655405 }, { "score": 7.247879505157471, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.005934242924516714 }, { "score": 6.076526641845703, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.0018393028159683473 }, { "score": 5.203979969024658, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales. Payments under this paragraph will be based on the reports prepared by the Company under Section 3.2 (although CNET may challenge such reports as contemplated by Section 9.5) and will be due within 30 days after the end of each month of the Term.", "probability": 0.0007686188489807823 }, { "score": 4.79856014251709, "text": "For each month during the Term", "probability": 0.0005124357693736809 }, { "score": 4.396775722503662, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 0.0003428835739831484 }, { "score": 4.351469039916992, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN", "probability": 0.00032769531942948343 }, { "score": 4.055200576782227, "text": "3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 0.00024367023355621536 }, { "score": 3.2818336486816406, "text": "For", "probability": 0.00011244327601334583 }, { "score": 3.132944107055664, "text": "Cash Consideration.\n\n 3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 9.688835533030103e-05 }, { "score": 2.3620119094848633, "text": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales. Payments", "probability": 4.481877525205695e-05 }, { "score": 2.1876184940338135, "text": "3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 3.764626426537178e-05 }, { "score": 2.16194748878479, "text": "Payments under this paragraph will be based on the reports prepared by the Company under Section 3.2 (although CNET may challenge such reports as contemplated by Section 9.5) and will be due within 30 days after the end of each month of the Term.", "probability": 3.669214580429118e-05 }, { "score": 2.037907838821411, "text": "3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 3.241181676941552e-05 }, { "score": 1.8155803680419922, "text": "Cash Consideration.\n\n 3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "probability": 2.595062257443699e-05 }, { "score": 1.7784732580184937, "text": "LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 2.5005317208878924e-05 }, { "score": 1.2994465827941895, "text": "The Company agrees that CNET's press release may disclose the total consideration payable\n\n\n\n\n\n to CNET hereunder.", "probability": 1.5487942459861684e-05 }, { "score": 1.2653621435165405, "text": "Cash Consideration.\n\n 3.3.1 For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales", "probability": 1.4968939827335733e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.846500396728516, "probability": 0.8110997732319499 }, { "score": 9.5093994140625, "text": "If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration of the Term) until the required number of Retail Impressions has been delivered.", "probability": 0.07835815822885196 }, { "score": 8.924277305603027, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 0.04364845909857748 }, { "score": 8.55876350402832, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 0.030285049617842185 }, { "score": 8.179459571838379, "text": "If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term, then CNET will continue to display", "probability": 0.020725197833170266 }, { "score": 7.130847930908203, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 0.007262605187158991 }, { "score": 5.808718681335449, "text": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "probability": 0.0019359716711992582 }, { "score": 5.61262321472168, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1. The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 0.0015912404821242306 }, { "score": 4.988884925842285, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period", "probability": 0.0008528049685805295 }, { "score": 4.937541961669922, "text": "Within 30 days after the end of each month during the Term,", "probability": 0.0008101244804435472 }, { "score": 4.928774833679199, "text": "Within 30 days after the end of each month during the Term, CNET will provide a report to the Company indicating the number of Retail Promotions displayed on the CNET Sites during such month and the number of times that a User clicked on a Retail Promotion during such month.", "probability": 0.0008030530587584664 }, { "score": 4.593734264373779, "text": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three", "probability": 0.0005744311335470261 }, { "score": 4.243568420410156, "text": "If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration of the Term) until the required number of Retail Impressions has been delivered", "probability": 0.0004047276509702173 }, { "score": 4.2181596755981445, "text": "\"CNET Sales\" will be counted as sales by the Company to each User who accesses the Company Site through a link from an Online Promotion for a period of 4 hours from the referral, CNET and The Company will agree on technical procedures to allow the easy and accurate reporting of CNET Sales.", "probability": 0.0003945735767950714 }, { "score": 4.066454887390137, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term", "probability": 0.00033903415046421937 }, { "score": 3.9942314624786377, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period", "probability": 0.00031541127313323026 }, { "score": 3.483549118041992, "text": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "probability": 0.0001892738809719606 }, { "score": 3.338496446609497, "text": "at least 97% of the time during any 30 day period.", "probability": 0.00016371750308181995 }, { "score": 3.0700581073760986, "text": "If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term,", "probability": 0.00012517391134637986 }, { "score": 3.0379533767700195, "text": "Within 30 days after the end of each month during the Term", "probability": 0.00012121906103301769 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Insurance": [ { "text": "", "score": 12.231037139892578, "probability": 0.9999976627326063 }, { "score": -1.4686813354492188, "text": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit.", "probability": 1.1227597818522585e-06 }, { "score": -3.1525158882141113, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 2.084523486699912e-07 }, { "score": -3.4350335597991943, "text": "The Company's Obligations:", "probability": 1.5714874857882093e-07 }, { "score": -3.464038848876953, "text": "The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 1.5265607432780693e-07 }, { "score": -3.970020055770874, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1. The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.\n\n2. Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 9.203843890859434e-08 }, { "score": -3.9936046600341797, "text": "Without limiting the effect of 1, the Company shall provide to users coming to the Company Site from the Retail Promotions at least the same level of service as is offered to users coming directly to the Company Site or from agreements with other distribution partners.", "probability": 8.989314612992739e-08 }, { "score": -4.266551971435547, "text": "Each", "probability": 6.842063006890831e-08 }, { "score": -4.281542778015137, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1. The Company Site will be operational and fully functional in all material respects (i.e. capable of displaying information, receiving purchases and conducting transactions as contemplated in the ordinary course of business) at least 97% of the time during any 30 day period.", "probability": 6.740259925362918e-08 }, { "score": -4.513795852661133, "text": "The Company's Obligations:\n\n 3.1 Operation of Company Site. The Company will be responsible for ensuring that each link embedded within an Online Promotion takes the User to the appropriate area within the Company Site, and that the Company Site functions with reasonable reliability and in a commercially reasonable manner throughout the Term.", "probability": 5.343310550344603e-08 }, { "score": -4.740408897399902, "text": "The Company's Obligations:\n\n 3.1 Operation of Company Site.", "probability": 4.259843273685196e-08 }, { "score": -4.758577346801758, "text": "Subject to Section 4 below, CNET will provide the Company with a total of at least", "probability": 4.183147359344505e-08 }, { "score": -4.873421669006348, "text": "For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:", "probability": 3.7292964545549526e-08 }, { "score": -4.923243045806885, "text": "Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "probability": 3.548050227743281e-08 }, { "score": -4.990523338317871, "text": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "probability": 3.317189633357783e-08 }, { "score": -5.021474361419678, "text": "The Company Site and the Company's related operations must comply with the following performance standards throughout the Term", "probability": 3.216091831146368e-08 }, { "score": -5.143910884857178, "text": "For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com.", "probability": 2.8454760491614894e-08 }, { "score": -5.212090969085693, "text": "The Company's Obligations:\n\n 3.1 Operation of Company Site. The Company will be responsible for ensuring that each link embedded within an Online Promotion takes the User to the appropriate area within the Company Site, and that the Company Site functions with reasonable reliability and in a commercially reasonable manner throughout the Term. In particular, the Company agrees that the Company Site will comply with the performance standards set forth in Exhibit B throughout the Term.", "probability": 2.657937105587654e-08 }, { "score": -5.320063591003418, "text": "Operation of Company Site. The Company will be responsible for ensuring that each link embedded within an Online Promotion takes the User to the appropriate area within the Company Site, and that the Company Site functions with reasonable reliability and in a commercially reasonable manner throughout the Term.", "probability": 2.3859030161068088e-08 }, { "score": -5.329575061798096, "text": "Should TV.COM not be run on the air during a portion of the Term, CNET will run two download.com banner advertising programs per month during such portion of the Term in lieu of the foregoing TV.COM Promotions.", "probability": 2.363317151918692e-08 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.127070426940918, "probability": 0.9794300185723105 }, { "score": 7.916958808898926, "text": "The Company shall indemnify and hold CNET harmless from and against any Losses that CNET may suffer, incur or be subjected to by reason of any legal action, proceeding,\n\n\n\n\n\n arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) any breach or alleged breach by the Company of its representations, warranties or covenants hereunder; (b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 0.014539355872096189 }, { "score": 5.690317153930664, "text": "(b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 0.001568653355194632 }, { "score": 5.194795608520508, "text": "The Company shall indemnify and hold CNET harmless from and against any Losses that CNET may suffer, incur or be subjected to by reason of any legal action, proceeding,", "probability": 0.0009557068744222527 }, { "score": 4.7572174072265625, "text": "arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) any breach or alleged breach by the Company of its representations, warranties or covenants hereunder; (b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 0.0006170024828885337 }, { "score": 4.654386520385742, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 0.0005567087213291409 }, { "score": 4.629306793212891, "text": "An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its own selection and at its own expense.", "probability": 0.0005429202468030074 }, { "score": 4.030961036682129, "text": "The Company shall indemnify and hold CNET harmless from and against any Losses that CNET may suffer, incur or be subjected to by reason of any legal action, proceeding,\n\n\n\n\n\n arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) any breach or alleged breach by the Company of its representations, warranties or covenants hereunder; (b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights;", "probability": 0.0002984542567835274 }, { "score": 3.8222689628601074, "text": "(c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 0.00024223894224009932 }, { "score": 3.7556333541870117, "text": "The Company shall indemnify and hold CNET harmless from and against any Losses that CNET may suffer, incur or be subjected to by reason of any legal action, proceeding,\n\n\n\n\n\n arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) any breach or alleged breach by the Company of its representations, warranties or covenants hereunder; (b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site", "probability": 0.0002266232608667634 }, { "score": 3.62178897857666, "text": "The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site.", "probability": 0.00019823329989800871 }, { "score": 3.249882459640503, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 0.00013666574135603915 }, { "score": 3.248307943344116, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party", "probability": 0.00013645072823436824 }, { "score": 3.2298178672790527, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.\n\n 7. Responsibility for the Company Products. The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site.", "probability": 0.00013395092587761362 }, { "score": 2.9501965045928955, "text": "The Indemnified Party shall\n\n notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to facilitate defense of any such claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its own selection and at its own expense.", "probability": 0.00010127627164781241 }, { "score": 2.8626747131347656, "text": "The Company shall indemnify and hold CNET harmless from and against any Losses that CNET may suffer, incur or be subjected to by reason of any legal action, proceeding,\n\n\n\n\n\n arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) any breach or alleged breach by the Company of its representations, warranties or covenants hereunder;", "probability": 9.278920929996563e-05 }, { "score": 2.7120094299316406, "text": "CNET is not authorized to make, and agrees not to make, any representations or warranties concerning the Products, except to the extent (if any) contained within Promotions delivered to CNET by the Company.", "probability": 7.98112977885891e-05 }, { "score": 2.4583241939544678, "text": "or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site.", "probability": 6.192845918873811e-05 }, { "score": 2.094815731048584, "text": "The", "probability": 4.30546987754308e-05 }, { "score": 1.9740478992462158, "text": "The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site. CNET is not authorized to make, and agrees not to make, any representations or warranties concerning the Products, except to the extent (if any) contained within Promotions delivered to CNET by the Company.", "probability": 3.815678299832438e-05 } ], "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.027456283569336, "probability": 0.9914531148656164 }, { "score": 7.1868510246276855, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 0.007834729893169122 }, { "score": 4.00656270980835, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party", "probability": 0.0003257184523091 }, { "score": 3.4813761711120605, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.\n\n 7. Responsibility for the Company Products. The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site.", "probability": 0.00019264455871996947 }, { "score": 2.2654781341552734, "text": "Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above.", "probability": 5.710826140723522e-05 }, { "score": 1.6086008548736572, "text": "CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.\n\n 6.2 The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 2.96087969091522e-05 }, { "score": 1.2439773082733154, "text": "6.2 The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 2.0562066854014834e-05 }, { "score": 1.2176682949066162, "text": "The", "probability": 2.0028153327323913e-05 }, { "score": 0.7413730621337891, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.\n\n 7. Responsibility for the Company Products.", "probability": 1.2439087310717515e-05 }, { "score": 0.5989718437194824, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.\n\n 7. Responsibility for the Company Products. The", "probability": 1.0788087314348178e-05 }, { "score": 0.41956138610839844, "text": "third party.", "probability": 9.016281885598208e-06 }, { "score": 0.1626734733581543, "text": "Nothing contained in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above. CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.", "probability": 6.973687434310526e-06 }, { "score": 0.15116548538208008, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.\n\n 7. Responsibility for the Company Products. The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site", "probability": 6.893894332800565e-06 }, { "score": -0.039833903312683105, "text": "The Company acknowledges and agrees that, as between the Company and CNET, the Company will be solely responsible for any claims or other losses associated with or resulting from the marketing or operation of the Company Site or the offer or sale of any Products by the Company or through the Company Site.", "probability": 5.695274249147288e-06 }, { "score": -0.33371400833129883, "text": "in this Agreement will give CNET any right, title or interest in or to the Company Marks or the goodwill associated therewith, except for the limited usage rights expressly provided above. CNET acknowledges and agrees that, as between the Company and CNET, the Company is the sole owner of all rights in and to the Company Marks.\n\n 6.2 The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 4.245062941444381e-06 }, { "score": -0.6155416965484619, "text": "without violating the rights of any third party.", "probability": 3.202491045319252e-06 }, { "score": -0.9768242835998535, "text": "The Company hereby represents and warrants to CNET that the Company", "probability": 2.2314383366811755e-06 }, { "score": -1.1110005378723145, "text": "Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without violating the rights of any third party.", "probability": 1.9512498526030617e-06 }, { "score": -1.3189659118652344, "text": "The Company hereby represents and warrants to CNET that the Company has, and will have throughout the Term, all necessary rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated by this Agreement without", "probability": 1.5848737375665092e-06 }, { "score": -1.3986239433288574, "text": ".", "probability": 1.463523247445145e-06 } ], "MSCIINC_02_28_2008-EX-10.10-__Document Name": [ { "score": 14.035018920898438, "text": "INTELLECTUAL PROPERTY AGREEMENT", "probability": 0.36425016806732335 }, { "score": 13.812614440917969, "text": "INTELLECTUAL PROPERTY AGREEMENT\n\nThis Intellectual Property Agreement", "probability": 0.2916155795447203 }, { "score": 13.573572158813477, "text": "Intellectual Property Agreement", "probability": 0.22961273855019404 }, { "score": 11.35792350769043, "text": "INTELLECTUAL PROPERTY AGREEMENT\n\nThis Intellectual Property Agreement (", "probability": 0.025046785433132126 }, { "score": 11.118882179260254, "text": "Intellectual Property Agreement (", "probability": 0.019721396534441354 }, { "text": "", "score": 10.560331344604492, "probability": 0.011281377192914502 }, { "score": 10.321624755859375, "text": "EXECUTION VERSION\n\nINTELLECTUAL PROPERTY AGREEMENT", "probability": 0.008885731086419695 }, { "score": 10.309487342834473, "text": "INTELLECTUAL PROPERTY AGREEMENT\n\nThis Intellectual Property Agreement (the \"Agreement\"), is entered into as of November 20, 2007 (the \"Effective Date\"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS\n\n 1.1 Certain Definitions.\n\nAs used in this Agreement:\n\n (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\".\n\n (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials.\n\n\n\n(c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date. For the avoidance of doubt, the MS Licensed Materials does not include (i) any patent, trademark or service mark of the MS Provider Group, or (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems (and components such as AFS, DNS, AD, etc.), and middleware). For the avoidance of doubt, the document templates do not include any references to members of the MS Provider Group or its personnel.", "probability": 0.008778533166909122 }, { "score": 10.140085220336914, "text": "Intellectual Property Agreement", "probability": 0.0074105688624309775 }, { "score": 10.099221229553223, "text": "EXECUTION VERSION\n\nINTELLECTUAL PROPERTY AGREEMENT\n\nThis Intellectual Property Agreement", "probability": 0.007113847346653138 }, { "score": 10.070446014404297, "text": "Intellectual Property Agreement (the \"Agreement\"), is entered into as of November 20, 2007 (the \"Effective Date\"), by and between Morgan Stanley & Co. 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20, 2007", "probability": 1.3445296221961454e-05 } ], "MSCIINC_02_28_2008-EX-10.10-__Expiration Date": [ { "score": 11.810693740844727, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.5984424916511689 }, { "text": "", "score": 11.399459838867188, "probability": 0.39666675928818884 }, { "score": 6.514213562011719, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 0.0029977147670643394 }, { "score": 5.3494954109191895, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0009353187515787408 }, { "score": 4.275565147399902, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00031956385674117147 }, { "score": 3.5782675743103027, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00015912014492920488 }, { "score": 3.487948179244995, "text": "\"", "probability": 0.00014537842208901127 }, { "score": 3.2809255123138428, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00011819283474334211 }, { "score": 2.4948410987854004, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 5.385165140207717e-05 }, { "score": 2.1643447875976562, "text": ".", "probability": 3.869602024300498e-05 }, { "score": 1.6211943626403809, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.247910775653951e-05 }, { "score": 1.2450695037841797, "text": "\"Trigger Date\" means the date upon which", "probability": 1.5432280853115833e-05 }, { "score": 1.1839487552642822, "text": "upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.4517295421589818e-05 }, { "score": 1.088925838470459, "text": "\"Trigger Date", "probability": 1.3201333002380185e-05 }, { "score": 1.0876727104187012, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 1.3184800402570072e-05 }, { "score": 0.954526424407959, "text": "\"Trigger Date\"", "probability": 1.1541144067452805e-05 }, { "score": 0.842303991317749, "text": "date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.0315998703801635e-05 }, { "score": 0.6008799076080322, "text": "means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.103303991217537e-06 }, { "score": 0.4791598320007324, "text": "e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 7.174634381411517e-06 }, { "score": 0.44917726516723633, "text": "\"Trigger Date\" means", "probability": 6.962713271366119e-06 } ], "MSCIINC_02_28_2008-EX-10.10-__Renewal Term": [ { "text": "", "score": 11.403125762939453, "probability": 0.9999992719891215 }, { "score": -3.4579737186431885, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.514845048513659e-07 }, { "score": -4.937961578369141, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement", "probability": 8.00120915499162e-08 }, { "score": -5.362331867218018, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5", "probability": 5.2342438141697144e-08 }, { "score": -5.444606304168701, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.820838853100907e-08 }, { "score": -6.205655097961426, "text": "5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement", "probability": 2.2521811688929954e-08 }, { "score": -6.218977928161621, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 2.2223747355052756e-08 }, { "score": -6.321827411651611, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED", "probability": 2.0051659819561555e-08 }, { "score": -6.6300249099731445, "text": "5", "probability": 1.4733361851305942e-08 }, { "score": -6.679192066192627, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.", "probability": 1.4026484321772156e-08 }, { "score": -6.716279983520508, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED", "probability": 1.3515799878493568e-08 }, { "score": -6.798048496246338, "text": "5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 1.2454610177495625e-08 }, { "score": -6.865597724914551, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.", "probability": 1.1641096292598533e-08 }, { "score": -6.961611747741699, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.", "probability": 1.0575368791808216e-08 }, { "score": -7.0416951179504395, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 9.761481950072479e-09 }, { "score": -7.0720343589782715, "text": "6", "probability": 9.469773478600424e-09 }, { "score": -7.120321273803711, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 9.023371747856594e-09 }, { "score": -7.152310371398926, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN", "probability": 8.739290209106595e-09 }, { "score": -7.159821510314941, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.673894093428564e-09 }, { "score": -7.174008846282959, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement\n\n\n\n\n\nIN", "probability": 8.551703473008353e-09 } ], "MSCIINC_02_28_2008-EX-10.10-__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.738035202026367, "probability": 0.999996551163125 }, { "score": -0.9895285367965698, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.9681633780368846e-06 }, { "score": -4.1308913230896, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.2829545715269033e-07 }, { "score": -4.406432151794434, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 9.739696346931494e-08 }, { "score": -5.114877700805664, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 4.795914416681938e-08 }, { "score": -5.292599678039551, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.015020346645829e-08 }, { "score": -5.736978530883789, "text": "\"", "probability": 2.5745211668416358e-08 }, { "score": -5.954016208648682, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.0722311652913627e-08 }, { "score": -6.260826110839844, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 1.5247279218544116e-08 }, { "score": -6.291603088378906, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.", "probability": 1.4785161813748918e-08 }, { "score": -6.3166608810424805, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 1.4419281515125928e-08 }, { "score": -6.382587909698486, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.3499319494765709e-08 }, { "score": -6.653799057006836, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 1.02926302463232e-08 }, { "score": -6.754355430603027, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.", "probability": 9.307976823426715e-09 }, { "score": -6.852246284484863, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.", "probability": 8.439988124797473e-09 }, { "score": -6.869391441345215, "text": "(b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 8.29651663957085e-09 }, { "score": -6.959754943847656, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS", "probability": 7.57968954907834e-09 }, { "score": -7.160592079162598, "text": "\"Trigger Date", "probability": 6.200532074983829e-09 }, { "score": -7.164679527282715, "text": "\"Trigger Date\" means the date upon", "probability": 6.1752394481743025e-09 }, { "score": -7.167054653167725, "text": ".", "probability": 6.160589881284361e-09 } ], "MSCIINC_02_28_2008-EX-10.10-__Governing Law": [ { "score": 15.152012825012207, "text": "This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "probability": 0.7377462887469208 }, { "score": 13.853266716003418, "text": "This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "probability": 0.20131158346812256 }, { "text": "", "score": 12.119367599487305, "probability": 0.035550519088321075 }, { "score": 11.15420150756836, "text": "This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York", "probability": 0.01354190112752117 }, { "score": 10.845047950744629, "text": "This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York", "probability": 0.009940676821459504 }, { "score": 8.4470796585083, "text": "(a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "probability": 0.0009036319077568615 }, { "score": 7.193155288696289, "text": "(a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "probability": 0.0002578808679048231 }, { "score": 7.046191692352295, "text": "6.1 Governing Law; Jurisdiction; Dispute Resolution.\n\n (a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "probability": 0.00022263510473737575 }, { "score": 6.1328020095825195, "text": "This", "probability": 8.931276714931029e-05 }, { "score": 6.0105485916137695, "text": "This", "probability": 7.90350186967136e-05 }, { "score": 5.707333564758301, "text": "Governing Law; Jurisdiction; Dispute Resolution.\n\n (a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "probability": 5.8362642506181615e-05 }, { "score": 5.592711448669434, "text": ".", "probability": 5.204214577329295e-05 }, { "score": 5.540019989013672, "text": "This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name NY MSCI.", "probability": 4.937096144177418e-05 }, { "score": 5.396914482116699, "text": "This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name NY MSCI.", "probability": 4.278796705114883e-05 }, { "score": 5.271388530731201, "text": "Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "probability": 3.774039355736902e-05 }, { "score": 5.076186180114746, "text": "shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "probability": 3.104782064634855e-05 }, { "score": 4.9084367752075195, "text": "substantive internal laws of the State of New York.", "probability": 2.625297228377038e-05 }, { "score": 4.901577949523926, "text": "the substantive internal laws of the State of New York.", "probability": 2.6073523829522787e-05 }, { "score": 4.449268341064453, "text": "(a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York", "probability": 1.658685938129407e-05 }, { "score": 4.429967880249023, "text": "be construed in accordance with and governed by the substantive internal laws of the State of New York.", "probability": 1.62697949390297e-05 } ], "MSCIINC_02_28_2008-EX-10.10-__Most Favored Nation": [ { "text": "", "score": 12.033931732177734, "probability": 0.8154060226357791 }, { "score": 10.531505584716797, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.18150079411943132 }, { "score": 5.796928405761719, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 0.0015946955655953897 }, { "score": 5.038803577423096, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0007471853653218336 }, { "score": 4.0493059158325195, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00027777616822321653 }, { "score": 3.148172378540039, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00011280741828216866 }, { "score": 3.142258882522583, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0001121423005870695 }, { "score": 2.7283754348754883, "text": "\"", "probability": 7.41348074479203e-05 }, { "score": 2.1144745349884033, "text": "(d) \"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date. For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.012438516181496e-05 }, { "score": 1.5889067649841309, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials. 2.3 Internet and Subnet Addresses.\n\nFor the avoidance of doubt, this Agreement does not address or affect any rights of the Parties in or to internet or subnet addresses.", "probability": 2.372232263684635e-05 }, { "score": 1.509620189666748, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 2.1914092279125527e-05 }, { "score": 1.083756446838379, "text": ".", "probability": 1.431440209730609e-05 }, { "score": 0.9713802337646484, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.2792895234766471e-05 }, { "score": 0.7657227516174316, "text": "\"Trigger Date\" means the date upon which", "probability": 1.0414847943972632e-05 }, { "score": 0.7180132865905762, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 9.929627947821956e-06 }, { "score": 0.6853375434875488, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 9.610413659625521e-06 }, { "score": 0.5519065856933594, "text": "\"Trigger Date\" means the date upon", "probability": 8.409956562317928e-06 }, { "score": 0.5267558097839355, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.201077376832882e-06 }, { "score": 0.46970343589782715, "text": "MSCI common stock.", "probability": 7.74628333898664e-06 }, { "score": 0.40505123138427734, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common", "probability": 7.261315092562138e-06 } ], "MSCIINC_02_28_2008-EX-10.10-__Non-Compete": [ { "text": "", "score": 11.825223922729492, "probability": 0.9995230371748689 }, { "score": 4.125484943389893, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0004527293574489273 }, { "score": -0.22753524780273438, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 5.825671727471242e-06 }, { "score": -0.5520296096801758, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.211336050225905e-06 }, { "score": -0.5946131944656372, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.035766974826221e-06 }, { "score": -0.9552371501922607, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 2.8139027772542167e-06 }, { "score": -1.0124956369400024, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.6573089072489156e-06 }, { "score": -1.8262355327606201, "text": "\"", "probability": 1.177712533150931e-06 }, { "score": -1.9822825193405151, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.0075554386560677e-06 }, { "score": -2.3137996196746826, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 7.232574307650211e-07 }, { "score": -3.095881462097168, "text": "For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.308560463567327e-07 }, { "score": -3.524718761444092, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.1547525482762645e-07 }, { "score": -3.6148247718811035, "text": ".", "probability": 1.9690867955957115e-07 }, { "score": -3.713346242904663, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS", "probability": 1.7843396605422835e-07 }, { "score": -3.7630889415740967, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 1.6977531663659307e-07 }, { "score": -3.7758851051330566, "text": "means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.6761668447650863e-07 }, { "score": -3.961216449737549, "text": "MSCI common stock.", "probability": 1.3926079355544126e-07 }, { "score": -3.9754552841186523, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.3729193258736256e-07 }, { "score": -4.069029808044434, "text": "\"Trigger Date\" means the date upon which", "probability": 1.2502766459363025e-07 }, { "score": -4.107497215270996, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall", "probability": 1.2030950399807215e-07 } ], "MSCIINC_02_28_2008-EX-10.10-__Exclusivity": [ { "text": "", "score": 12.141063690185547, "probability": 0.9999995548131856 }, { "score": -3.924219846725464, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.0542310818810652e-07 }, { "score": -4.101432800292969, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.", "probability": 8.830254251775932e-08 }, { "score": -4.258236885070801, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 7.54873291621018e-08 }, { "score": -5.065024375915527, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.368920048649129e-08 }, { "score": -5.373105049133301, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 2.4756712204803377e-08 }, { "score": -5.770807266235352, "text": "MSCI Inc. is registered to do business in New York under the name NY MSCI.", "probability": 1.6633095831807905e-08 }, { "score": -5.821624279022217, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.5808968768366188e-08 }, { "score": -5.875760555267334, "text": "4. NO WARRANTIES\n\nTHE LICENSE GRANTS HEREUNDER ARE PROVIDED \"AS-IS\" WITH NO WARRANTIES, AND THE PARTIES EXPRESSLY EXCLUDE AND DISCLAIM ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY WHATSOEVER. 5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.", "probability": 1.4975883585585465e-08 }, { "score": -6.393502712249756, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 8.923595865767016e-09 }, { "score": -6.424537658691406, "text": "5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.", "probability": 8.650905892202811e-09 }, { "score": -6.436077117919922, "text": "(a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name NY MSCI.", "probability": 8.551652880777192e-09 }, { "score": -6.511960029602051, "text": "(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.", "probability": 7.926738556923982e-09 }, { "score": -6.5446062088012695, "text": "Intellectual Property Agreement", "probability": 7.672139287893923e-09 }, { "score": -6.780973434448242, "text": "5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement", "probability": 6.057082612755005e-09 }, { "score": -6.916110038757324, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 5.291446573396383e-09 }, { "score": -7.032480239868164, "text": "MSCI Inc. is registered to do business in New York under the name NY MSCI", "probability": 4.710158040472243e-09 }, { "score": -7.1020026206970215, "text": "1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 4.393820319456231e-09 }, { "score": -7.200290679931641, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.9825050133344255e-09 }, { "score": -7.2085041999816895, "text": "(iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.949928595228367e-09 } ], "MSCIINC_02_28_2008-EX-10.10-__No-Solicit Of Customers": [ { "text": "", "score": 12.060270309448242, "probability": 0.9999998607937693 }, { "score": -4.922547340393066, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.211685630718873e-08 }, { "score": -6.1670637130737305, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\")", "probability": 1.2133032299890285e-08 }, { "score": -6.343843460083008, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of", "probability": 1.0167048262008471e-08 }, { "score": -6.502213954925537, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI)", "probability": 8.67791622290763e-09 }, { "score": -6.738102912902832, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI", "probability": 6.854411608332816e-09 }, { "score": -6.805961608886719, "text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 6.40471078271195e-09 }, { "score": -6.851125717163086, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group", "probability": 6.121882646092423e-09 }, { "score": -6.872642517089844, "text": "MSCI agrees that", "probability": 5.991566344616197e-09 }, { "score": -6.943202018737793, "text": "(MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS\n\n 1.1 Certain Definitions.\n\nAs used in this Agreement:\n\n (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\".\n\n (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials.\n\n\n\n(c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date.", "probability": 5.5833746498802356e-09 }, { "score": -6.995183944702148, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries", "probability": 5.300554531075886e-09 }, { "score": -7.134661674499512, "text": "(a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\".\n\n (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials.\n\n\n\n(c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date.", "probability": 4.610488025603548e-09 }, { "score": -7.392520427703857, "text": "5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 3.562544228688188e-09 }, { "score": -7.394318580627441, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.5561439854005857e-09 }, { "score": -7.423050880432129, "text": "MSCI", "probability": 3.4554217106962818e-09 }, { "score": -7.514616966247559, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 3.153075803702213e-09 }, { "score": -7.558159828186035, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 3.018728028673034e-09 }, { "score": -7.59735631942749, "text": "As used in this Agreement:\n\n (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\".\n\n (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials.\n\n\n\n(c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date.", "probability": 2.9026934124256965e-09 }, { "score": -7.616998672485352, "text": "(c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date.", "probability": 2.846233996750379e-09 }, { "score": -7.651558876037598, "text": "MSCI agrees that neither", "probability": 2.7495479387439136e-09 } ], "MSCIINC_02_28_2008-EX-10.10-__Competitive Restriction Exception": [ { "text": "", "score": 11.859119415283203, "probability": 0.9997605593757712 }, { "score": 3.308274745941162, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0001933353835388694 }, { "score": 1.065470576286316, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.052456065341138e-05 }, { "score": 0.09530067443847656, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 7.779190997021673e-06 }, { "score": -0.36811313033103943, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.894139862901e-06 }, { "score": -0.469117134809494, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.423956973963851e-06 }, { "score": -0.9984371662139893, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices).", "probability": 2.6057342757404667e-06 }, { "score": -1.8427081108093262, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 1.1201286699329172e-06 }, { "score": -2.1071009635925293, "text": "For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.598913024642903e-07 }, { "score": -2.147503614425659, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 8.258418893469406e-07 }, { "score": -2.372016429901123, "text": "\"", "probability": 6.59769493976623e-07 }, { "score": -2.484157085418701, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 5.897801656948817e-07 }, { "score": -2.960446357727051, "text": "(d) \"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date.", "probability": 3.663029028865032e-07 }, { "score": -3.2630562782287598, "text": "(d) \"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date. For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices).", "probability": 2.706565500519635e-07 }, { "score": -3.42380690574646, "text": "\"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date.", "probability": 2.30465239575996e-07 }, { "score": -3.477351665496826, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 2.1844959182092583e-07 }, { "score": -3.581087350845337, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.9692434147085901e-07 }, { "score": -3.6181602478027344, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.897574550994799e-07 }, { "score": -3.682091236114502, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.7800572563330459e-07 }, { "score": -3.718247890472412, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 1.7168459816936746e-07 } ], "MSCIINC_02_28_2008-EX-10.10-__No-Solicit Of Employees": [ { "text": "", "score": 12.157430648803711, "probability": 0.9999995449249622 }, { "score": -3.1818466186523438, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.178895132623977e-07 }, { "score": -4.703003883361816, "text": "(b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 4.7599909011181295e-08 }, { "score": -4.820936679840088, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO.", "probability": 4.230469417195728e-08 }, { "score": -5.430428981781006, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 2.2997965403216546e-08 }, { "score": -5.753573417663574, "text": "(b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 1.6647520982544604e-08 }, { "score": -6.0776448249816895, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement", "probability": 1.2039463849128512e-08 }, { "score": -6.0977702140808105, "text": "4\n\n\n\n\n\n 6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO.", "probability": 1.1799586859911099e-08 }, { "score": -6.123551368713379, "text": "6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO.", "probability": 1.1499267806637215e-08 }, { "score": -6.17995023727417, "text": "5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO.", "probability": 1.0868671709120918e-08 }, { "score": -6.212832450866699, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.0517097668287944e-08 }, { "score": -6.391837120056152, "text": "(c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date.", "probability": 8.793366347001098e-09 }, { "score": -6.4809980392456055, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 8.043277857473264e-09 }, { "score": -6.527027130126953, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 7.681444404208297e-09 }, { "score": -6.7530694007873535, "text": "MSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO.", "probability": 6.127368234799363e-09 }, { "score": -7.086434364318848, "text": ". For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.390312323004018e-09 }, { "score": -7.101302146911621, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 4.325520959337357e-09 }, { "score": -7.117796897888184, "text": "(b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 4.254757783164817e-09 }, { "score": -7.265496730804443, "text": "\"", "probability": 3.67053710782093e-09 }, { "score": -7.278046131134033, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.", "probability": 3.6247618947176895e-09 } ], "MSCIINC_02_28_2008-EX-10.10-__Non-Disparagement": [ { "text": "", "score": 11.597318649291992, "probability": 0.9995536444895294 }, { "score": 3.5682120323181152, "text": "In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.", "probability": 0.00032569373800591034 }, { "score": 1.8858190774917603, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.\n\n (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.", "probability": 6.05557562176379e-05 }, { "score": 0.5320155620574951, "text": "(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.\n\n (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.", "probability": 1.5638893985438657e-05 }, { "score": 0.25460898876190186, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 1.1850314914335504e-05 }, { "score": 0.06503236293792725, "text": "This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.\n\n (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.", "probability": 9.803875987905947e-06 }, { "score": -0.15301096439361572, "text": "(d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.", "probability": 7.883204543202675e-06 }, { "score": -1.0991945266723633, "text": "(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 3.0604162215940787e-06 }, { "score": -1.171351432800293, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 2.84736504415897e-06 }, { "score": -1.3483991622924805, "text": "In", "probability": 2.385351018843906e-06 }, { "score": -1.510520577430725, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.", "probability": 2.0283545058229132e-06 }, { "score": -2.5200653076171875, "text": "In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement. 6. MISCELLANEOUS\n\n 6.1 Governing Law; Jurisdiction; Dispute Resolution.\n\n (a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "probability": 7.39101622392538e-07 }, { "score": -2.5251550674438477, "text": "(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 7.353493298813686e-07 }, { "score": -2.71041202545166, "text": "each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.", "probability": 6.109949579720738e-07 }, { "score": -2.9298572540283203, "text": "In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement", "probability": 4.906070385145094e-07 }, { "score": -2.992138147354126, "text": "This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 4.6098365421951585e-07 }, { "score": -3.030791997909546, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.\n\n (d) In", "probability": 4.4350484874037755e-07 }, { "score": -3.0941569805145264, "text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 4.162740227672645e-07 }, { "score": -3.2061405181884766, "text": "In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement. 6. MISCELLANEOUS\n\n 6.1 Governing Law; Jurisdiction; Dispute Resolution.\n\n (a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name NY MSCI.", "probability": 3.721735263931536e-07 }, { "score": -3.298760414123535, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 3.3925102442091707e-07 } ], "MSCIINC_02_28_2008-EX-10.10-__Termination For Convenience": [ { "text": "", "score": 11.63901138305664, "probability": 0.9996952618227348 }, { "score": 3.461549997329712, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0002808285631555727 }, { "score": 0.2135327309370041, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.0910516288474492e-05 }, { "score": -0.9976351261138916, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 3.2496888853484073e-06 }, { "score": -1.438246488571167, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 2.0916388589115537e-06 }, { "score": -1.4864323139190674, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.99324123762991e-06 }, { "score": -1.8114815950393677, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.4401003450878734e-06 }, { "score": -1.9015281200408936, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 1.316091382717664e-06 }, { "score": -1.9411094188690186, "text": "\"", "probability": 1.2650162543927148e-06 }, { "score": -3.8935351371765137, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.7954296382865136e-07 }, { "score": -3.923004627227783, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.743291261360174e-07 }, { "score": -3.974548578262329, "text": "\"Trigger Date\" means the date upon which", "probability": 1.6557116311488141e-07 }, { "score": -3.9861485958099365, "text": "\"Trigger Date\" means the date upon", "probability": 1.636616314301285e-07 }, { "score": -4.0666823387146, "text": ".", "probability": 1.5099811156667965e-07 }, { "score": -4.072065830230713, "text": "upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.5018739870502214e-07 }, { "score": -4.07867956161499, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.491973770700083e-07 }, { "score": -4.117859840393066, "text": "means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.434648172064407e-07 }, { "score": -4.245652675628662, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 1.2625415691107414e-07 }, { "score": -4.288601875305176, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall", "probability": 1.2094643891059025e-07 }, { "score": -4.303418159484863, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 1.1916767199899009e-07 } ], "MSCIINC_02_28_2008-EX-10.10-__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.20962905883789, "probability": 0.9945075296372545 }, { "score": 6.992619037628174, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0053937325916208825 }, { "score": 1.8875401020050049, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.2717627230307995e-05 }, { "score": 1.8502976894378662, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 3.152155441992819e-05 }, { "score": 0.6666989326477051, "text": "\"", "probability": 9.65110891612201e-06 }, { "score": 0.22170448303222656, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.184699211446452e-06 }, { "score": 0.1829599142074585, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 5.949658386623064e-06 }, { "score": -0.1464691162109375, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 4.279793554403735e-06 }, { "score": -1.0896445512771606, "text": "(d) \"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date. For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.6665061988017276e-06 }, { "score": -1.818832516670227, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.037567325990675e-07 }, { "score": -1.890053391456604, "text": ".", "probability": 7.485034231638595e-07 }, { "score": -2.0012388229370117, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.697405146050793e-07 }, { "score": -2.0253982543945312, "text": "\"Trigger Date\" means the date upon", "probability": 6.537538564155332e-07 }, { "score": -2.0475902557373047, "text": "\"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date. For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.394055476553974e-07 }, { "score": -2.117412567138672, "text": "\"Trigger Date\" means the date upon which", "probability": 5.962837244541101e-07 }, { "score": -2.206111431121826, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50%", "probability": 5.456718226114285e-07 }, { "score": -2.2295608520507812, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares", "probability": 5.330249942642189e-07 }, { "score": -2.2330245971679688, "text": ". For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 5.311819253461693e-07 }, { "score": -2.2416272163391113, "text": "upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 5.266319683653482e-07 }, { "score": -2.2564783096313477, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 5.18868697090606e-07 } ], "MSCIINC_02_28_2008-EX-10.10-__Change Of Control": [ { "text": "", "score": 12.225707054138184, "probability": 0.6226874063937762 }, { "score": 11.519277572631836, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.3072356847959815 }, { "score": 9.872032165527344, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.05916734286392197 }, { "score": 7.840733051300049, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 0.007760685241711271 }, { "score": 5.893889427185059, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0011076348879680703 }, { "score": 4.980325698852539, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.000444263813786738 }, { "score": 4.782978057861328, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 0.00036469847642135587 }, { "score": 4.749270915985107, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00035261040479567474 }, { "score": 4.564389705657959, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0002930908320527542 }, { "score": 4.0695672035217285, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0001786913589343995 }, { "score": 3.813108444213867, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00013826903365317823 }, { "score": 3.3416171073913574, "text": "\"", "probability": 8.62896766887154e-05 }, { "score": 2.8298110961914062, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 5.172307249771969e-05 }, { "score": 2.3873629570007324, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.3230090949208294e-05 }, { "score": 2.215343952178955, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 2.7978512770026942e-05 }, { "score": 1.8456735610961914, "text": "\"", "probability": 1.933209026975149e-05 }, { "score": 1.7124135494232178, "text": ".", "probability": 1.692017017490621e-05 }, { "score": 1.556434154510498, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 1.4476505382366407e-05 }, { "score": 1.2092361450195312, "text": "MSCI common stock.", "probability": 1.0230045292185882e-05 }, { "score": 1.1290466785430908, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 9.44173297213649e-06 } ], "MSCIINC_02_28_2008-EX-10.10-__Anti-Assignment": [ { "text": "", "score": 11.989324569702148, "probability": 0.9999998855455985 }, { "score": -5.824397087097168, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.834843098045862e-08 }, { "score": -6.287092208862305, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.1551888659785384e-08 }, { "score": -6.3263397216796875, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\nMSCl Inc. 88 Pine Street New York, New York 10005 Attn: General Counsel Facsimile: (212) 804-2906\n\nor to such other addresses or telecopy numbers as may be specified by like notice to the other party.", "probability": 1.1107287574228786e-08 }, { "score": -6.38490104675293, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.0475509518787334e-08 }, { "score": -6.592144012451172, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 8.514726044704737e-09 }, { "score": -6.838747978210449, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.653833632005543e-09 }, { "score": -7.113402843475342, "text": "1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 5.055811174414207e-09 }, { "score": -7.141131401062012, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\nMSCl Inc. 88 Pine Street New York, New York 10005 Attn: General Counsel Facsimile: (212) 804-2906\n\nor to such other addresses or telecopy numbers as may be specified by like notice to the other party. All such notices, requests and other communications shall be deemed given, (a) when delivered in person or by courier or a courier services, (b) if sent by facsimile transmission (receipt confirmed) on a business day prior to 5 p.m. in the place of receipt, on the date of transmission (or, if sent after 5 p.m., on the following business day) or (c) if mailed by certified mail (return receipt requested), on the date specified on the return receipt.", "probability": 4.917546620317961e-09 }, { "score": -7.204467296600342, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 4.615747636255632e-09 }, { "score": -7.2414631843566895, "text": "5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 4.448104135503742e-09 }, { "score": -7.2494916915893555, "text": "(b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 4.412535471970112e-09 }, { "score": -7.358602523803711, "text": "(a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name NY MSCI.", "probability": 3.9564162533304925e-09 }, { "score": -7.450272560119629, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 3.6098585641455484e-09 }, { "score": -7.564086437225342, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\nMSCl Inc. 88 Pine Street New York, New York 10005 Attn: General Counsel Facsimile: (212) 804-2906\n\nor to such other addresses or telecopy numbers as may be specified by like notice to the other party. All such notices, requests and other communications shall be deemed given,", "probability": 3.221524567149434e-09 }, { "score": -7.6184821128845215, "text": "(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 3.0509683740190277e-09 }, { "score": -7.630380630493164, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.014881489063611e-09 }, { "score": -7.804249286651611, "text": "3.1 No Support or Maintenance or Obligation to Deliver.\n\nThe Parties shall have no obligation to provide support or maintenance for the Licensed Materials, including any obligation to update or correct such Licensed Materials. The Parties shall have no obligation to provide copies of the Licensed Materials (including in the case of software, any source code and object code). 4. NO WARRANTIES\n\nTHE LICENSE GRANTS HEREUNDER ARE PROVIDED \"AS-IS\" WITH NO WARRANTIES, AND THE PARTIES EXPRESSLY EXCLUDE AND DISCLAIM ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY WHATSOEVER. 5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.", "probability": 2.533728329826298e-09 }, { "score": -7.823544979095459, "text": "5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 2.4853069516083644e-09 }, { "score": -7.825563430786133, "text": "(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.\n\n (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement. 6. MISCELLANEOUS\n\n 6.1 Governing Law; Jurisdiction; Dispute Resolution.\n\n (a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name NY MSCI.", "probability": 2.4802955389386712e-09 } ], "MSCIINC_02_28_2008-EX-10.10-__Revenue/Profit Sharing": [ { "text": "", "score": 11.965545654296875, "probability": 0.9910256227713555 }, { "score": 7.191253185272217, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.008368276258340733 }, { "score": 3.9176015853881836, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 0.0003168890141683407 }, { "score": 3.243499279022217, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0001614909805594105 }, { "score": 1.63275146484375, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.225591634567046e-05 }, { "score": 1.5552411079406738, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.9850187525860692e-05 }, { "score": 1.2007758617401123, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 2.0941354242997947e-05 }, { "score": 0.4040093421936035, "text": "\"", "probability": 9.440031871266522e-06 }, { "score": 0.009143829345703125, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 6.360416378313087e-06 }, { "score": -0.030152320861816406, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 6.115323639745279e-06 }, { "score": -0.25243568420410156, "text": "MSCI common stock.", "probability": 4.896468984535062e-06 }, { "score": -0.7361373901367188, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.018658791646226e-06 }, { "score": -0.8588809967041016, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 2.669974755363686e-06 }, { "score": -1.115570068359375, "text": "50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.065515734909916e-06 }, { "score": -1.2432661056518555, "text": "cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.8179034899311629e-06 }, { "score": -1.2508134841918945, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50%", "probability": 1.8042347306778345e-06 }, { "score": -1.2689998149871826, "text": "Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.7717188891513893e-06 }, { "score": -1.3416476249694824, "text": ".", "probability": 1.6475715059967814e-06 }, { "score": -1.3539352416992188, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.6274506506382404e-06 }, { "score": -1.4775242805480957, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.4382480394396772e-06 } ], "MSCIINC_02_28_2008-EX-10.10-__Price Restrictions": [ { "text": "", "score": 11.97451400756836, "probability": 0.7417358040934338 }, { "score": 10.895919799804688, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.25224451452837876 }, { "score": 6.437361717224121, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 0.002920751161379903 }, { "score": 6.022705554962158, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0019293529120809599 }, { "score": 4.5830769538879395, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00045728706555655196 }, { "score": 4.369934558868408, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00036950672883507657 }, { "score": 2.7940120697021484, "text": "\"", "probability": 7.642015434464898e-05 }, { "score": 2.198812961578369, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 4.214210474354538e-05 }, { "score": 2.0854504108428955, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.762560500649734e-05 }, { "score": 1.803847312927246, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 2.8391270039332847e-05 }, { "score": 1.6918346881866455, "text": ".", "probability": 2.5382731489383878e-05 }, { "score": 1.5915899276733398, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.2961624436725417e-05 }, { "score": 1.56414794921875, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 2.2340079253110513e-05 }, { "score": 1.4941112995147705, "text": "MSCI common stock.", "probability": 2.082898844155983e-05 }, { "score": 1.2629051208496094, "text": "Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.652938180642796e-05 }, { "score": 1.016477108001709, "text": "\"Trigger Date\" means the date upon which", "probability": 1.2919160248622743e-05 }, { "score": 0.8552556037902832, "text": "cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.099554285620246e-05 }, { "score": 0.6656644344329834, "text": "date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 9.096582799285337e-06 }, { "score": 0.6373834609985352, "text": "means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.84292631520219e-06 }, { "score": 0.5749073028564453, "text": "50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.307358554499163e-06 } ], "MSCIINC_02_28_2008-EX-10.10-__Minimum Commitment": [ { "text": "", "score": 12.12530517578125, "probability": 0.9918941372193438 }, { "score": 7.2922773361206055, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.007897834005943247 }, { "score": 2.7336223125457764, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 8.27388118448302e-05 }, { "score": 2.4348175525665283, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.136772471530187e-05 }, { "score": 1.1367400884628296, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.6756840730878246e-05 }, { "score": 1.119729995727539, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.647421586825703e-05 }, { "score": 0.46774864196777344, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 8.583271463211846e-06 }, { "score": 0.4356112480163574, "text": "\"", "probability": 8.311812836629118e-06 }, { "score": -0.5662217140197754, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 3.052145464339152e-06 }, { "score": -0.7882997989654541, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.4443193245798705e-06 }, { "score": -1.0720674991607666, "text": ".", "probability": 1.8404295383229103e-06 }, { "score": -1.8304698467254639, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.620833162153064e-07 }, { "score": -1.8672239780426025, "text": "means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.309734037408348e-07 }, { "score": -1.948760747909546, "text": "upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 7.659072044227819e-07 }, { "score": -1.9554600715637207, "text": "\"Trigger Date\" means the date upon which", "probability": 7.607932931710098e-07 }, { "score": -2.0574309825897217, "text": "Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.870388114083544e-07 }, { "score": -2.1108407974243164, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50%", "probability": 6.513069066066941e-07 }, { "score": -2.1238372325897217, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 6.42897006358012e-07 }, { "score": -2.1387712955474854, "text": "MSCI common stock.", "probability": 6.333672778864835e-07 }, { "score": -2.1523330211639404, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.248357068226988e-07 } ], "MSCIINC_02_28_2008-EX-10.10-__Volume Restriction": [ { "text": "", "score": 12.025205612182617, "probability": 0.5033717866475887 }, { "score": 11.991893768310547, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.4868797592452481 }, { "score": 7.424327850341797, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 0.005055371157905355 }, { "score": 6.989621639251709, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0032731245959435485 }, { "score": 5.173213958740234, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0005322390130373848 }, { "score": 4.690921306610107, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00032858646305711486 }, { "score": 3.8599610328674316, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.0001431423708320412 }, { "score": 3.520808458328247, "text": "\"", "probability": 0.00010197086759376287 }, { "score": 2.710944652557373, "text": ".", "probability": 4.536874150886284e-05 }, { "score": 2.57838773727417, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 3.9736352134222484e-05 }, { "score": 2.4371886253356934, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.450372632658825e-05 }, { "score": 2.422055244445801, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 3.3985499446636664e-05 }, { "score": 2.397115707397461, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.3148398664974034e-05 }, { "score": 2.229970932006836, "text": "\"Trigger Date\" means the date upon which", "probability": 2.804610138753119e-05 }, { "score": 1.9027678966522217, "text": "MSCI common stock.", "probability": 2.0219482079324963e-05 }, { "score": 1.8264989852905273, "text": "Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.8734705026870568e-05 }, { "score": 1.6725902557373047, "text": "upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.606220437910934e-05 }, { "score": 1.6381323337554932, "text": "50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.551816132005539e-05 }, { "score": 1.566941738128662, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.445182118909151e-05 }, { "score": 1.5524883270263672, "text": "\"Trigger Date\" means the date upon", "probability": 1.424444533061075e-05 } ], "MSCIINC_02_28_2008-EX-10.10-__Ip Ownership Assignment": [ { "text": "", "score": 12.191271781921387, "probability": 0.9881308538224167 }, { "score": 7.636693954467773, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.01039408926486899 }, { "score": 5.369983196258545, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.001077373943601879 }, { "score": 3.460310459136963, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 0.00015959016946947153 }, { "score": 2.1830074787139893, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 4.44918536288176e-05 }, { "score": 2.033388137817383, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.830907322655959e-05 }, { "score": 2.010188341140747, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 3.743054080764268e-05 }, { "score": 1.7932229042053223, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.0130005430692254e-05 }, { "score": 1.7649787664413452, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.9290914881011778e-05 }, { "score": 1.641127347946167, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.587884855951783e-05 }, { "score": 0.6264400482177734, "text": "\"", "probability": 9.381490735317185e-06 }, { "score": -0.23332232236862183, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.970834629802945e-06 }, { "score": -0.4734875559806824, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.123053075515191e-06 }, { "score": -0.5017316937446594, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.036079167467172e-06 }, { "score": -0.6255830526351929, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 2.682409818604713e-06 }, { "score": -0.730532169342041, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS", "probability": 2.415162227597129e-06 }, { "score": -0.8701972961425781, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.1003444036828956e-06 }, { "score": -0.8955211639404297, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 2.0478233841253086e-06 }, { "score": -0.9432423710823059, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.9523938949830887e-06 }, { "score": -0.9960477352142334, "text": ".", "probability": 1.8519717715508664e-06 } ], "MSCIINC_02_28_2008-EX-10.10-__Joint Ip Ownership": [ { "text": "", "score": 12.106775283813477, "probability": 0.999386362330897 }, { "score": 4.609682559967041, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0005543542972700716 }, { "score": 1.150038480758667, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 1.7429426028321926e-05 }, { "score": 0.5152716636657715, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 9.238625431797327e-06 }, { "score": 0.4882798492908478, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.992593529970387e-06 }, { "score": -0.015004277229309082, "text": "\"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date.", "probability": 5.436400509938031e-06 }, { "score": -0.359042763710022, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.853873261085017e-06 }, { "score": -0.472383975982666, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.440915164329887e-06 }, { "score": -0.9622289538383484, "text": "(d) \"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date.", "probability": 2.1083222611235787e-06 }, { "score": -1.0504655838012695, "text": "Intellectual Property Agreement", "probability": 1.930262230336277e-06 }, { "score": -1.067861557006836, "text": "\"", "probability": 1.896973821901845e-06 }, { "score": -1.0956547260284424, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.8449768354473827e-06 }, { "score": -2.0781826972961426, "text": "\"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date.", "probability": 6.906920250305205e-07 }, { "score": -2.438667058944702, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement", "probability": 4.816461270500255e-07 }, { "score": -2.5110931396484375, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 4.4799567908223264e-07 }, { "score": -2.6920456886291504, "text": "\"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date. For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices).", "probability": 3.738411738930357e-07 }, { "score": -2.8815178871154785, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 3.093145870261982e-07 }, { "score": -2.9443724155426025, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 2.904711650290269e-07 }, { "score": -2.9713642597198486, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 2.82735679752361e-07 }, { "score": -3.159247398376465, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.3430632225396905e-07 } ], "MSCIINC_02_28_2008-EX-10.10-__License Grant": [ { "score": 13.358104705810547, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.4770448775108998 }, { "score": 12.281825065612793, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.1626061353362558 }, { "score": 12.058472633361816, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.13005773884919195 }, { "score": 12.037447929382324, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.12735185823359593 }, { "text": "", "score": 11.692915916442871, "probability": 0.09023539717148689 }, { "score": 9.308562278747559, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 0.008315058451221557 }, { "score": 7.628852367401123, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 0.0015501601231994212 }, { "score": 7.607827663421631, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 0.001517908691907824 }, { "score": 6.561130523681641, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 0.0005329308434634654 }, { "score": 5.966827869415283, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00029414975602365276 }, { "score": 4.735467910766602, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 8.5860943644079e-05 }, { "score": 4.537967681884766, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 7.047294126863828e-05 }, { "score": 4.535539150238037, "text": ".", "probability": 7.030200314885885e-05 }, { "score": 4.262543678283691, "text": "MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 5.350658983219614e-05 }, { "score": 4.191285133361816, "text": "2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 4.98264653613178e-05 }, { "score": 3.9229705333709717, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.810066270591673e-05 }, { "score": 3.8685121536254883, "text": "GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.60812484219821e-05 }, { "score": 3.8172447681427, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create", "probability": 3.427807409673535e-05 }, { "score": 3.7920024394989014, "text": "MS", "probability": 3.342364494378709e-05 }, { "score": 3.370706558227539, "text": "\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 2.1932459330024634e-05 } ], "MSCIINC_02_28_2008-EX-10.10-__Non-Transferable License": [ { "score": 12.67640495300293, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.503532852817639 }, { "text": "", "score": 11.925413131713867, "probability": 0.23761628807283341 }, { "score": 10.9540376663208, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.08995249271493858 }, { "score": 10.862763404846191, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.08210569747036287 }, { "score": 10.795848846435547, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.07679141517696317 }, { "score": 7.888848304748535, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 0.004195834765338188 }, { "score": 7.222031116485596, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 0.002153889165919986 }, { "score": 7.063841819763184, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 0.0018387496924686675 }, { "score": 5.931876182556152, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 0.0005928109037531538 }, { "score": 4.72226095199585, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00017684262926606287 }, { "score": 4.617033958435059, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00015917961891710373 }, { "score": 4.431462287902832, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00013221925572244454 }, { "score": 4.411190032958984, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00012956585929667434 }, { "score": 4.404766082763672, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00012873620236008809 }, { "score": 4.364547252655029, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.00012366131988300705 }, { "score": 4.344274997711182, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.00012117966543418464 }, { "score": 3.8770081996917725, "text": "2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 7.594485498346665e-05 }, { "score": 3.8001999855041504, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 7.033005767670427e-05 }, { "score": 3.490455389022827, "text": ".", "probability": 5.159654298998597e-05 }, { "score": 3.473187208175659, "text": "MS", "probability": 5.071321325327075e-05 } ], "MSCIINC_02_28_2008-EX-10.10-__Affiliate License-Licensor": [ { "score": 12.25121784210205, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.47905696971269496 }, { "text": "", "score": 12.055362701416016, "probability": 0.3938477385928174 }, { "score": 10.165328025817871, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.05949722713762207 }, { "score": 9.392389297485352, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.02746715646093955 }, { "score": 8.947113990783691, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.01759677547660743 }, { "score": 8.868429183959961, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.01626524896950216 }, { "score": 6.8282647132873535, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 0.0021146015370817205 }, { "score": 6.132558822631836, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 0.001054598900512932 }, { "score": 5.736079216003418, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.0007094118013678051 }, { "score": 5.359619617462158, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 0.00048685998633956175 }, { "score": 5.261370658874512, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.0004413011934974103 }, { "score": 4.892775535583496, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00030525042261694883 }, { "score": 4.542886734008789, "text": "\"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date.", "probability": 0.00021513025801568866 }, { "score": 4.289001941680908, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.0001668940038770567 }, { "score": 4.280240058898926, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices).", "probability": 0.00016543808578420074 }, { "score": 4.173301696777344, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.00014865953014313158 }, { "score": 4.166421890258789, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 0.00014764029144133164 }, { "score": 3.8806216716766357, "text": "2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.00011093879286292657 }, { "score": 3.8437273502349854, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00010692036575952588 }, { "score": 3.728027105331421, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 9.52384805163631e-05 } ], "MSCIINC_02_28_2008-EX-10.10-__Affiliate License-Licensee": [ { "text": "", "score": 12.119577407836914, "probability": 0.7444830751914647 }, { "score": 11.040533065795898, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.25306484916765276 }, { "score": 5.57997465133667, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 0.001075824519254063 }, { "score": 4.72482967376709, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.000457463757801312 }, { "score": 3.6922411918640137, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.0001628955473760318 }, { "score": 3.5912132263183594, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.00014724254840743197 }, { "score": 3.429259777069092, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00012522695950048713 }, { "score": 3.279168128967285, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00010777396517356383 }, { "score": 3.1109561920166016, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 9.10878278163184e-05 }, { "score": 3.0633316040039062, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 8.685148525250547e-05 }, { "score": 2.164262294769287, "text": "\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.534405789286474e-05 }, { "score": 2.128777503967285, "text": ".", "probability": 3.41118726026242e-05 }, { "score": 2.0982608795166016, "text": "MS", "probability": 3.3086616636864306e-05 }, { "score": 1.6870598793029785, "text": "GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 2.1931585744644852e-05 }, { "score": 1.5466687679290771, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.905894905281715e-05 }, { "score": 1.2526271343231201, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 1.4203595321479046e-05 }, { "score": 1.099372386932373, "text": "MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.2185422701876381e-05 }, { "score": 0.8669795989990234, "text": "2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 9.658589169854501e-06 }, { "score": 0.8223686218261719, "text": "MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 9.237179699321832e-06 }, { "score": 0.7841897010803223, "text": "hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 8.891161478308205e-06 } ], "MSCIINC_02_28_2008-EX-10.10-__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.746110916137695, "probability": 0.9986506762117823 }, { "score": 4.9530510902404785, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.001120018516925618 }, { "score": 2.6602206230163574, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.00011309973385063104 }, { "score": 1.6879349946975708, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 4.277630815652385e-05 }, { "score": 0.7672629356384277, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 1.7035720449349025e-05 }, { "score": 0.5898221731185913, "text": "2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 1.4265892950392524e-05 }, { "score": 0.25637584924697876, "text": "MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 1.0220804052852304e-05 }, { "score": 0.05987226963043213, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 8.397396157219343e-06 }, { "score": -0.4358954429626465, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 5.1148801288991524e-06 }, { "score": -0.6835216879844666, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 3.992939669483042e-06 }, { "score": -0.9124132394790649, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.1760432701738317e-06 }, { "score": -1.4081809520721436, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 1.934537838514373e-06 }, { "score": -1.5123260021209717, "text": "MS", "probability": 1.743201569076033e-06 }, { "score": -1.5255677700042725, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 1.720270656501665e-06 }, { "score": -1.8637608289718628, "text": "Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 1.2266520870799326e-06 }, { "score": -1.9246317148208618, "text": "GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 1.1542118061017572e-06 }, { "score": -2.0780324935913086, "text": "2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 9.90066578890715e-07 }, { "score": -2.131871223449707, "text": "\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 9.381721513717951e-07 }, { "score": -2.2602601051330566, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 8.25132996095273e-07 }, { "score": -2.4343318939208984, "text": "1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 6.933069233242703e-07 } ], "MSCIINC_02_28_2008-EX-10.10-__Irrevocable Or Perpetual License": [ { "score": 14.596370697021484, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.3946611256513133 }, { "score": 14.1205415725708, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.2452304455369572 }, { "score": 13.792001724243164, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.17655960313163838 }, { "score": 13.555578231811523, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.139384321644544 }, { "text": "", "score": 12.052127838134766, "probability": 0.030993720766721477 }, { "score": 10.092238426208496, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 0.0043662093896563135 }, { "score": 9.855814933776855, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials", "probability": 0.0034468877542817157 }, { "score": 9.782580375671387, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 0.003203478227471497 }, { "score": 8.878080368041992, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 0.001296589243715762 }, { "score": 6.76119327545166, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.00015611694039683024 }, { "score": 6.5784010887146, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 0.0001300362369805921 }, { "score": 6.432653903961182, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 0.00011240022877971873 }, { "score": 6.22349739074707, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 9.118673707085891e-05 }, { "score": 6.138396263122559, "text": "MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 8.374766854304191e-05 }, { "score": 5.89495849609375, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 6.565216413855275e-05 }, { "score": 5.626379013061523, "text": ".", "probability": 5.018875923310203e-05 }, { "score": 5.592221260070801, "text": "2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 4.8503372372217784e-05 }, { "score": 5.550580978393555, "text": "MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 4.6525150963091385e-05 }, { "score": 5.440222263336182, "text": "\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 4.166387024405554e-05 }, { "score": 5.163666725158691, "text": "MS", "probability": 3.1597524978548835e-05 } ], "MSCIINC_02_28_2008-EX-10.10-__Source Code Escrow": [ { "text": "", "score": 12.188383102416992, "probability": 0.9997893452628092 }, { "score": 3.6925764083862305, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00020428032383023472 }, { "score": -0.8767635822296143, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 2.117324358215458e-06 }, { "score": -1.489142656326294, "text": "\"", "probability": 1.1477162774722335e-06 }, { "score": -1.6131322383880615, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.0138799850560042e-06 }, { "score": -2.3527207374572754, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.839353484172956e-07 }, { "score": -2.5715034008026123, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 3.8884027562774594e-07 }, { "score": -2.91925311088562, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.7462840976819087e-07 }, { "score": -3.8079373836517334, "text": "\"Trigger Date\" means the date upon which", "probability": 1.1292621873936301e-07 }, { "score": -3.96333384513855, "text": ". For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 9.667339278853564e-08 }, { "score": -3.979383707046509, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 9.513418327547953e-08 }, { "score": -4.1430559158325195, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 8.077085069953645e-08 }, { "score": -4.179472923278809, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares", "probability": 7.78823328383307e-08 }, { "score": -4.205819129943848, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall", "probability": 7.585722292219416e-08 }, { "score": -4.263587951660156, "text": "\"Trigger Date\" means the date upon", "probability": 7.159921469369132e-08 }, { "score": -4.272731781005859, "text": "\"Trigger Date", "probability": 7.094750778237674e-08 }, { "score": -4.2903900146484375, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.", "probability": 6.970569647826783e-08 }, { "score": -4.322948455810547, "text": "For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.747273577177665e-08 }, { "score": -4.338841915130615, "text": ".", "probability": 6.640883749769021e-08 }, { "score": -4.396142959594727, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.", "probability": 6.271051255925372e-08 } ], "MSCIINC_02_28_2008-EX-10.10-__Post-Termination Services": [ { "text": "", "score": 12.364013671875, "probability": 0.9777955821813609 }, { "score": 8.558493614196777, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.0217536285680555 }, { "score": 3.99825382232666, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 0.00022753317716422603 }, { "score": 3.2214515209198, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 0.00010463663821476776 }, { "score": 2.6046881675720215, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 5.647117927576542e-05 }, { "score": 1.4994391202926636, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.869921154145759e-05 }, { "score": 1.3524961471557617, "text": "\"", "probability": 1.6143837312324464e-05 }, { "score": 0.5345618724822998, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 7.1249599964302806e-06 }, { "score": 0.4347825050354004, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 6.448352966420497e-06 }, { "score": -0.6490888595581055, "text": ".", "probability": 2.1813705666773127e-06 }, { "score": -1.1188709735870361, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.3636586418588128e-06 }, { "score": -1.1578316688537598, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares", "probability": 1.3115512149988989e-06 }, { "score": -1.2019131183624268, "text": ". For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.2549919029849645e-06 }, { "score": -1.2246053218841553, "text": "For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.2268340613215835e-06 }, { "score": -1.29164457321167, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common", "probability": 1.1472842936690873e-06 }, { "score": -1.3387882709503174, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 1.0944522044359764e-06 }, { "score": -1.353097677230835, "text": "the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.078902760169109e-06 }, { "score": -1.3845477104187012, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI", "probability": 1.04549925645666e-06 }, { "score": -1.3972833156585693, "text": "MSCI common stock.", "probability": 1.0322686195609593e-06 }, { "score": -1.433973789215088, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50%", "probability": 9.950805900338823e-07 } ], "MSCIINC_02_28_2008-EX-10.10-__Audit Rights": [ { "text": "", "score": 12.257490158081055, "probability": 0.9999999722177738 }, { "score": -7.284427165985107, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5", "probability": 3.2587656382327625e-09 }, { "score": -7.324924945831299, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.", "probability": 3.129429455196817e-09 }, { "score": -7.7068634033203125, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement", "probability": 2.1359515703051937e-09 }, { "score": -7.788175582885742, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:", "probability": 1.9691462401865013e-09 }, { "score": -7.824821472167969, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\nMSCl Inc. 88 Pine Street New York, New York 10005 Attn: General Counsel Facsimile: (212) 804-2906\n\nor to such other addresses or telecopy numbers as may be specified by like notice to the other party.", "probability": 1.8982913249801746e-09 }, { "score": -8.114090919494629, "text": "5", "probability": 1.421460311534292e-09 }, { "score": -8.138530731201172, "text": ".", "probability": 1.3871411740319505e-09 }, { "score": -8.160162925720215, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED", "probability": 1.3574564962660212e-09 }, { "score": -8.172945976257324, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.", "probability": 1.3402144987223681e-09 }, { "score": -8.195000648498535, "text": "5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 1.3109800700712646e-09 }, { "score": -8.245479583740234, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:", "probability": 1.246445707832411e-09 }, { "score": -8.37486743927002, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\nMSCl Inc.", "probability": 1.095168477116035e-09 }, { "score": -8.406617164611816, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI", "probability": 1.0609433725878804e-09 }, { "score": -8.508599281311035, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.", "probability": 9.580803515799975e-10 }, { "score": -8.521981239318848, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley", "probability": 9.453447641486026e-10 }, { "score": -8.536526679992676, "text": "5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED\n\nBy: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR\n\nMSCI INC.\n\nBy: Name: Title:\n\nSignature Page to the Intellectual Property Agreement", "probability": 9.316938280820672e-10 }, { "score": -8.68760871887207, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:", "probability": 8.010490740672193e-10 }, { "score": -8.708908081054688, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\nMSCl Inc. 88 Pine Street New York, New York 10005 Attn: General Counsel Facsimile: (212) 804-2906", "probability": 7.841676595941489e-10 }, { "score": -8.752796173095703, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\n", "probability": 7.504963269839714e-10 } ], "MSCIINC_02_28_2008-EX-10.10-__Uncapped Liability": [ { "score": 13.604363441467285, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.3901602031190825 }, { "score": 12.634660720825195, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.1479470902246421 }, { "text": "", "score": 12.354095458984375, "probability": 0.11175281792684194 }, { "score": 12.156015396118164, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 0.09167130306929185 }, { "score": 11.795881271362305, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 0.06394832030345597 }, { "score": 11.60316276550293, "text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.05273908101966369 }, { "score": 11.04245662689209, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.", "probability": 0.03010377615170008 }, { "score": 11.023284912109375, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 0.029532132346519628 }, { "score": 10.876720428466797, "text": "This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.025506017864435293 }, { "score": 10.764384269714355, "text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 0.02279584449261401 }, { "score": 10.328842163085938, "text": "none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.014746948110649536 }, { "score": 9.180021286010742, "text": "(b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.0046749350825080254 }, { "score": 9.170757293701172, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 0.004631826506915616 }, { "score": 8.955204963684082, "text": "none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.0037336972188690564 }, { "score": 7.918478012084961, "text": "to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.0013240192578645017 }, { "score": 7.806384086608887, "text": "(b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.0011836206369607136 }, { "score": 7.599205017089844, "text": "(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.0009621345315852676 }, { "score": 7.5699615478515625, "text": "(b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.0009344057982490881 }, { "score": 7.465050220489502, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions", "probability": 0.0008413430550109748 }, { "score": 7.4276814460754395, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions", "probability": 0.0008104832831404573 } ], "MSCIINC_02_28_2008-EX-10.10-__Cap On Liability": [ { "score": 13.47041130065918, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.4249861957416264 }, { "score": 12.543702125549316, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.1682325944543245 }, { "text": "", "score": 12.139065742492676, "probability": 0.11224804720374823 }, { "score": 11.988319396972656, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.09654070994523008 }, { "score": 11.7032470703125, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 0.07259473927600786 }, { "score": 11.061609268188477, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.03821601449267969 }, { "score": 10.991950988769531, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 0.035644554131236926 }, { "score": 10.349393844604492, "text": "This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.018747102961041952 }, { "score": 9.7172269821167, "text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.009962941598896097 }, { "score": 8.822299003601074, "text": "This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.004071226847366059 }, { "score": 8.790517807006836, "text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.00394387283722081 }, { "score": 8.720858573913574, "text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 0.0036784959560549634 }, { "score": 8.59254264831543, "text": "(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.0032355147536872785 }, { "score": 7.89963960647583, "text": "none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.0016181523822755498 }, { "score": 7.718267440795898, "text": "THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 0.0013497411427123424 }, { "score": 7.66583251953125, "text": "(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.0012807910651199976 }, { "score": 7.529816627502441, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages", "probability": 0.0011179112789279505 }, { "score": 7.313924789428711, "text": "(b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.0009008380129002491 }, { "score": 7.274292469024658, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions", "probability": 0.0008658339401366597 }, { "score": 7.150111675262451, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement", "probability": 0.0007647219788064653 } ], "MSCIINC_02_28_2008-EX-10.10-__Liquidated Damages": [ { "text": "", "score": 12.101444244384766, "probability": 0.8181788322018397 }, { "score": 10.364572525024414, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.14405702305400575 }, { "score": 8.782116889953613, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.029599384865735625 }, { "score": 6.56561803817749, "text": "(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 0.0032260378995027307 }, { "score": 5.931342124938965, "text": "This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.0017108303107958023 }, { "score": 5.643801689147949, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.\n\n (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.", "probability": 0.0012833044831870536 }, { "score": 4.983162879943848, "text": "(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 0.0006628540621419183 }, { "score": 4.88889217376709, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement", "probability": 0.000603221308810235 }, { "score": 3.4103925228118896, "text": "Notwithstanding", "probability": 0.00013752208073692236 }, { "score": 3.263648271560669, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation", "probability": 0.00011875235094380284 }, { "score": 2.7930264472961426, "text": "This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.\n\n (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.", "probability": 7.417435094925338e-05 }, { "score": 2.6042909622192383, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This", "probability": 6.14167703625016e-05 }, { "score": 2.509537935256958, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 5.5864544022639965e-05 }, { "score": 2.480081558227539, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits,", "probability": 5.4242976945104004e-05 }, { "score": 2.473194122314453, "text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 5.387066552495248e-05 }, { "score": 1.8926444053649902, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits", "probability": 3.0145521573399623e-05 }, { "score": 1.844847321510315, "text": "(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.\n\n (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.", "probability": 2.87385460640563e-05 }, { "score": 1.7499744892120361, "text": "none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 2.6137379585779276e-05 }, { "score": 1.4824562072753906, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise,", "probability": 2.0002318180358877e-05 }, { "score": 1.3570213317871094, "text": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.\n\n (d) In", "probability": 1.7644309092487722e-05 } ], "MSCIINC_02_28_2008-EX-10.10-__Warranty Duration": [ { "text": "", "score": 11.739697456359863, "probability": 0.9999272546925527 }, { "score": 2.168488025665283, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.970195591745704e-05 }, { "score": -2.1738157272338867, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 9.065805689528815e-07 }, { "score": -2.656601905822754, "text": "\"", "probability": 5.594161926504846e-07 }, { "score": -3.058929920196533, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 3.741159261809203e-07 }, { "score": -3.3905038833618164, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock", "probability": 2.6853781694695505e-07 }, { "score": -3.6941356658935547, "text": "Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.9821651963640326e-07 }, { "score": -4.360996246337891, "text": "\"Trigger Date\" means the date upon which Morgan Stanley", "probability": 1.0174802219991783e-07 }, { "score": -4.857891082763672, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS", "probability": 6.190522273438676e-08 }, { "score": -4.869606018066406, "text": "commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date. For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.118423844293705e-08 }, { "score": -4.890381813049316, "text": "\"Trigger Date\" means the date upon which", "probability": 5.99262008648835e-08 }, { "score": -4.898313045501709, "text": "\"Trigger Date", "probability": 5.9452792075037944e-08 }, { "score": -4.915884971618652, "text": ") \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 5.841721717436234e-08 }, { "score": -4.974386215209961, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall", "probability": 5.5097779584397836e-08 }, { "score": -5.048555850982666, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.", "probability": 5.115906914918478e-08 }, { "score": -5.075613021850586, "text": "Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.9793408248536995e-08 }, { "score": -5.094984531402588, "text": "\"Trigger Date\" means the date upon", "probability": 4.8838117351377435e-08 }, { "score": -5.159531593322754, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials", "probability": 4.578534397257753e-08 }, { "score": -5.232939720153809, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI", "probability": 4.254472657172402e-08 }, { "score": -5.2789306640625, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 4.063236711468723e-08 } ], "MSCIINC_02_28_2008-EX-10.10-__Insurance": [ { "text": "", "score": 12.146608352661133, "probability": 0.999999860798798 }, { "score": -4.402142524719238, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 6.500829130926637e-08 }, { "score": -5.476749897003174, "text": "6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.", "probability": 2.21958969135196e-08 }, { "score": -6.838457107543945, "text": "(e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 5.6870987795861726e-09 }, { "score": -6.888662338256836, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n 2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "probability": 5.408625569190656e-09 }, { "score": -7.054624080657959, "text": "4\n\n\n\n\n\n 6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.", "probability": 4.581531195553343e-09 }, { "score": -7.08487606048584, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\nMSCl Inc. 88 Pine Street New York, New York 10005 Attn: General Counsel Facsimile: (212) 804-2906\n\nor to such other addresses or telecopy numbers as may be specified by like notice to the other party.", "probability": 4.445006292490289e-09 }, { "score": -7.188963413238525, "text": "5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 4.005602202327325e-09 }, { "score": -7.320213317871094, "text": "6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.", "probability": 3.5129074474727734e-09 }, { "score": -7.3804707527160645, "text": "6.6 Amendments and Waiver.\n\n (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.\n\n\n\n(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 4\n\n\n\n\n\n 6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.", "probability": 3.3074800735666265e-09 }, { "score": -7.596609592437744, "text": "(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 2.664583479803928e-09 }, { "score": -7.678103446960449, "text": "For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 2.4560488450176087e-09 }, { "score": -7.770825386047363, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 2.2385581129705233e-09 }, { "score": -7.807183265686035, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\nMSCl Inc. 88 Pine Street New York, New York 10005 Attn: General Counsel Facsimile: (212) 804-2906\n\nor to such other addresses or telecopy numbers as may be specified by like notice to the other party. All such notices, requests and other communications shall be deemed given, (a) when delivered in person or by courier or a courier services, (b) if sent by facsimile transmission (receipt confirmed) on a business day prior to 5 p.m. in the place of receipt, on the date of transmission (or, if sent after 5 p.m., on the following business day) or (c) if mailed by certified mail (return receipt requested), on the date specified on the return receipt.", "probability": 2.1586306868518097e-09 }, { "score": -7.819452285766602, "text": "This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.", "probability": 2.1323082093013196e-09 }, { "score": -7.8449859619140625, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\nMSCl Inc. 88 Pine Street New York, New York 10005 Attn: General Counsel Facsimile: (212) 804-2906\n\nor to such other addresses or telecopy numbers as may be specified by like notice to the other party. All such notices, requests and other communications shall be deemed given,", "probability": 2.0785517624849945e-09 }, { "score": -7.855567932128906, "text": "5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 2.056672556363719e-09 }, { "score": -7.995159149169922, "text": "6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:", "probability": 1.7887162716938208e-09 }, { "score": -8.001449584960938, "text": "(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 4\n\n\n\n\n\n 6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank] 5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.", "probability": 1.7774997821280526e-09 }, { "score": -8.04768180847168, "text": "6", "probability": 1.6971927059021304e-09 } ], "MSCIINC_02_28_2008-EX-10.10-__Covenant Not To Sue": [ { "text": "", "score": 12.037803649902344, "probability": 0.8664015178942472 }, { "score": 10.147628784179688, "text": "THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 0.13086595851552668 }, { "score": 5.711540222167969, "text": "THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY", "probability": 0.0015497366602843824 }, { "score": 4.503914833068848, "text": "(c) THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 0.0004632259322972598 }, { "score": 4.282959461212158, "text": "PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 0.0003713925308549409 }, { "score": 2.9624545574188232, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 9.91619759782683e-05 }, { "score": 2.633399724960327, "text": "THE", "probability": 7.135731073554937e-05 }, { "score": 2.3358187675476074, "text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 5.299082812165756e-05 }, { "score": 1.471952199935913, "text": "HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 2.2337173789349637e-05 }, { "score": 1.038372278213501, "text": "IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 1.4478609523065547e-05 }, { "score": 0.8606376647949219, "text": "ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 1.2120978861322775e-05 }, { "score": 0.8399002552032471, "text": ") THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 1.1872209489209595e-05 }, { "score": 0.6845047473907471, "text": ".", "probability": 1.0163519850294414e-05 }, { "score": 0.6022011041641235, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 9.3605231487181e-06 }, { "score": 0.5514822006225586, "text": "HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 8.897606227360686e-06 }, { "score": 0.5019073486328125, "text": "WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 8.467263926372807e-06 }, { "score": 0.4135549068450928, "text": "TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 7.751256688430042e-06 }, { "score": 0.32406187057495117, "text": "THE PARTIES HERETO", "probability": 7.087707512575286e-06 }, { "score": 0.2581949234008789, "text": "c) THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 6.63590462672119e-06 }, { "score": 0.06782609224319458, "text": "(c) THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY", "probability": 5.485598310302263e-06 } ], "MSCIINC_02_28_2008-EX-10.10-__Third Party Beneficiary": [ { "text": "", "score": 11.962408065795898, "probability": 0.9999956155547228 }, { "score": -1.5913561582565308, "text": "Third Party Beneficiaries.\n\nThis Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.", "probability": 1.2991912421634763e-06 }, { "score": -1.9283037185668945, "text": "6.5 Third Party Beneficiaries.\n\nThis Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.", "probability": 9.275527518078012e-07 }, { "score": -2.9379475116729736, "text": "This Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.", "probability": 3.3795267639760907e-07 }, { "score": -3.3780250549316406, "text": "Third Party Beneficiaries.", "probability": 2.1763695526952943e-07 }, { "score": -3.479193687438965, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 1.966960608980283e-07 }, { "score": -3.5007236003875732, "text": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 1.9250647438056522e-07 }, { "score": -3.714972496032715, "text": "6.5 Third Party Beneficiaries.", "probability": 1.5538111270201587e-07 }, { "score": -3.755296468734741, "text": "\"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.", "probability": 1.492401745523889e-07 }, { "score": -3.8631842136383057, "text": "(b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 1.3397713794675456e-07 }, { "score": -3.888495445251465, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 1.3062856855720804e-07 }, { "score": -4.087177753448486, "text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 1.0709064584399845e-07 }, { "score": -4.123567581176758, "text": "Third Party Beneficiaries.\n\nThis Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder", "probability": 1.0326368913961473e-07 }, { "score": -4.272486209869385, "text": "(b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "probability": 8.897604505577002e-08 }, { "score": -4.460515022277832, "text": "6.5 Third Party Beneficiaries.\n\nThis Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder", "probability": 7.372473530682058e-08 }, { "score": -4.576994895935059, "text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "probability": 6.56185539629288e-08 }, { "score": -4.698282241821289, "text": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 5.812356322395402e-08 }, { "score": -4.819745063781738, "text": "2.1 MS Grant.\n\nMS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant.\n\nMSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "probability": 5.147562130700125e-08 }, { "score": -4.828159809112549, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "probability": 5.1044284403226205e-08 }, { "score": -4.968402862548828, "text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or 2\n\n\n\n\n\n otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "probability": 4.436498464347914e-08 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Document Name": [ { "score": 13.25045394897461, "text": "Strategic Alliance Agreement", "probability": 0.2623787913983337 }, { "score": 13.077978134155273, "text": "Strategic Alliance Agreement\n\nAGREEMENT", "probability": 0.22081238703257755 }, { "score": 12.510526657104492, "text": "AGREEMENT", "probability": 0.12519367478079374 }, { "score": 12.4176025390625, "text": "Strategic Alliance Agreement", "probability": 0.11408431935153396 }, { "score": 11.43779468536377, "text": "Excess MSR Acquisition and Recapture Agreement", "probability": 0.04282533919755618 }, { "score": 11.20693588256836, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement", "probability": 0.03399696180454092 }, { "score": 11.06671142578125, "text": "Strategic Alliance Agreement\n\nAGREEMENT made as of , 2013, between Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement: The Acknowledgement Agreement", "probability": 0.02954890552651404 }, { "score": 10.933194160461426, "text": "Purchase Agreement", "probability": 0.025855657603872803 }, { "text": "", "score": 10.75783920288086, "probability": 0.021697010416834785 }, { "score": 10.644041061401367, "text": "Flow and Bulk Purchase Agreement", "probability": 0.01936323840347163 }, { "score": 10.642300605773926, "text": "Strategic Alliance Agreement\n\nAGREEMENT made as of , 2013, between Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement", "probability": 0.01932956685664318 }, { "score": 10.499259948730469, "text": "AGREEMENT made as of , 2013, between Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement: The Acknowledgement Agreement", "probability": 0.016753299569507468 }, { "score": 10.118487358093262, "text": "Acknowledgement Agreement: The Acknowledgement Agreement to be entered into by Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association.\n\nAction: Any civil, criminal, investigative or administrative claim, demand, action, suit, charge, citation, complaint, notice of violation, proceeding (public or private), litigation, prosecution, arbitration or inquiry by or before any Governmental Entity whether at law, in equity or otherwise.\n\nAgreement: This Strategic Alliance Agreement", "probability": 0.01144808695022806 }, { "score": 10.074849128723145, "text": "AGREEMENT made as of , 2013, between Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement", "probability": 0.010959256132434135 }, { "score": 9.833179473876953, "text": "Bulk Purchase Agreement", "probability": 0.00860647436568665 }, { "score": 9.820008277893066, "text": "Strategic Alliance Agreement as the same may be amended in accordance with the terms hereof.\n\n1\n\n\n\n\n\nAncillary Agreements: The Acknowledgement Agreement, the Purchase Agreement and the Flow Agreement", "probability": 0.008493860065620753 }, { "score": 9.741219520568848, "text": "Strategic Alliance Agreement as the same may be amended in accordance with the terms hereof.\n\n1\n\n\n\n\n\nAncillary Agreements: The Acknowledgement Agreement", "probability": 0.007850323961580728 }, { "score": 9.698396682739258, "text": "FREEDOM MORTGAGE CORPORATION\n\nBy:\n\n Name: Title:\n\nCHERRY HILL MORTGAGE INVESTMENT CORP.", "probability": 0.007521247100949313 }, { "score": 9.631684303283691, "text": "Strategic Alliance Agreement as the same may be amended in accordance with the terms hereof.\n\n1\n\n\n\n\n\nAncillary Agreements: The Acknowledgement Agreement, the Purchase Agreement", "probability": 0.007035857563063994 }, { "score": 9.512564659118652, "text": "FREEDOM MORTGAGE CORPORATION", "probability": 0.006245741918256493 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Parties": [ { "score": 13.088018417358398, "text": "Cherry Hill Mortgage Investment Corp.,", "probability": 0.18125592247114056 }, { "score": 12.982810974121094, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp.,", "probability": 0.16315530288979882 }, { "score": 12.959081649780273, "text": "Freedom Mortgage Corporation", "probability": 0.1593293114127979 }, { "score": 12.921695709228516, "text": "Cherry Hill", "probability": 0.15348260847541437 }, { "score": 12.816488265991211, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill", "probability": 0.13815549380522849 }, { "score": 12.753325462341309, "text": "Freedom Mortgage", "probability": 0.12969908205983824 }, { "text": "", "score": 11.697084426879883, "probability": 0.04510422750756362 }, { "score": 9.43346881866455, "text": "Cherry Hill Mortgage Investment Corp", "probability": 0.004689661336783689 }, { "score": 9.328261375427246, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp", "probability": 0.0042213413245867715 }, { "score": 9.224471092224121, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage", "probability": 0.0038051775167353224 }, { "score": 8.839149475097656, "text": "Freedom Mortgage Corporation,", "probability": 0.0025884028535626356 }, { "score": 8.762142181396484, "text": "Freedom Mortgage", "probability": 0.0023965584593147542 }, { "score": 8.539200782775879, "text": "Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill", "probability": 0.0019176343832276144 }, { "score": 8.433993339538574, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill", "probability": 0.0017261351483685132 }, { "score": 8.293428421020508, "text": "Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association", "probability": 0.0014997823124840816 }, { "score": 8.275036811828613, "text": "Government National Mortgage Association", "probability": 0.0014724510060728595 }, { "score": 8.26321029663086, "text": "Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement: The Acknowledgement Agreement to be entered into by Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association", "probability": 0.0014551396103868466 }, { "score": 8.216837882995605, "text": "CHERRY HILL MORTGAGE INVESTMENT CORP.", "probability": 0.001389201934675193 }, { "score": 8.185794830322266, "text": "Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").", "probability": 0.0013467393597596964 }, { "score": 8.158002853393555, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement: The Acknowledgement Agreement to be entered into by Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association", "probability": 0.0013098261322600957 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Agreement Date": [ { "score": 13.598188400268555, "text": ", 2013", "probability": 0.7152401080664347 }, { "score": 11.287641525268555, "text": ", 2013,", "probability": 0.07095681317258483 }, { "score": 11.225452423095703, "text": "AGREEMENT made as of , 2013", "probability": 0.06667848416363303 }, { "text": "", "score": 11.151987075805664, "probability": 0.06195553667306366 }, { "score": 10.50934886932373, "text": "Closing Date: The date of the Closing.", "probability": 0.032582611967691744 }, { "score": 10.158272743225098, "text": " , 2013", "probability": 0.022935883397654448 }, { "score": 9.39488697052002, "text": "Closing Date: The date of the Closing.", "probability": 0.010690087091920025 }, { "score": 8.914905548095703, "text": "AGREEMENT made as of , 2013,", "probability": 0.006614971238428651 }, { "score": 8.452401161193848, "text": "The date of the Closing.", "probability": 0.004165478115731013 }, { "score": 7.847725868225098, "text": " , 2013,", "probability": 0.0022753997920994546 }, { "score": 7.5891523361206055, "text": "as of , 2013", "probability": 0.0017569550713527231 }, { "score": 7.452419281005859, "text": "of , 2013", "probability": 0.001532421528365448 }, { "score": 6.939085960388184, "text": "The date of the Closing.", "probability": 0.0009171500964287413 }, { "score": 6.157496929168701, "text": "made as of , 2013", "probability": 0.00041975957616936836 }, { "score": 6.103033065795898, "text": "2013", "probability": 0.0003975092667127746 }, { "score": 5.785545825958252, "text": "Closing Date: The date of the Closing", "probability": 0.00028937719394234683 }, { "score": 5.373189926147461, "text": "Closing Date: The date of the Closing", "probability": 0.00019159334031479885 }, { "score": 5.2786054611206055, "text": "as of , 2013,", "probability": 0.0001743022117252699 }, { "score": 5.141872406005859, "text": "of , 2013,", "probability": 0.00015202691636495046 }, { "score": 4.415523529052734, "text": ",", "probability": 7.35311193819111e-05 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Effective Date": [ { "score": 14.213698387145996, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.44026372783605117 }, { "score": 13.797713279724121, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.29043762039609605 }, { "score": 12.84698486328125, "text": "Closing Date: The date of the Closing.", "probability": 0.11224235360113102 }, { "score": 12.195322036743164, "text": ", 2013", "probability": 0.058498293238253625 }, { "score": 12.028549194335938, "text": "Closing Date: The date of the Closing.", "probability": 0.04951247886026984 }, { "text": "", "score": 11.555938720703125, "probability": 0.030864734763127417 }, { "score": 9.404912948608398, "text": "Closing: The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.", "probability": 0.003591566614790958 }, { "score": 9.195199012756348, "text": "The date of the Closing.", "probability": 0.0029121002446361034 }, { "score": 8.995586395263672, "text": ", 2013,", "probability": 0.002385149812703388 }, { "score": 8.443801879882812, "text": "The date of the Closing.", "probability": 0.0013736582294242268 }, { "score": 8.443543434143066, "text": "Closing: The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.", "probability": 0.0013733032591792147 }, { "score": 8.32951831817627, "text": "Closing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 0.001225309983610558 }, { "score": 8.228943824768066, "text": "Closing Date: The date of the Closing", "probability": 0.0011080695603154864 }, { "score": 8.027756690979004, "text": " , 2013", "probability": 0.0009061342841994807 }, { "score": 7.987005710601807, "text": "Closing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 0.0008699506894406823 }, { "score": 7.679937362670898, "text": "Closing Date: The date of the Closing", "probability": 0.0006399360076499355 }, { "score": 7.533708095550537, "text": "The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.", "probability": 0.0005528788590802779 }, { "score": 7.460911750793457, "text": "Closing: The closing of the initial public offering of the common stock of Cherry Hill.", "probability": 0.0005140613269294103 }, { "score": 7.13995885848999, "text": "AGREEMENT made as of , 2013", "probability": 0.00037292960643038256 }, { "score": 7.092777252197266, "text": "as of , 2013", "probability": 0.00035574282668094336 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Expiration Date": [ { "score": 15.727481842041016, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.9411512551585439 }, { "score": 12.38187026977539, "text": "Collection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 0.033164906812106196 }, { "text": "", "score": 11.534500122070312, "probability": 0.014212504069968854 }, { "score": 10.500445365905762, "text": "Collection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 0.005053430852143564 }, { "score": 8.989736557006836, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof", "probability": 0.001115562297381506 }, { "score": 8.968103408813477, "text": "The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 0.0010916883383931188 }, { "score": 8.798266410827637, "text": "Closing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 0.0009211691819859778 }, { "score": 8.699613571166992, "text": "The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 0.0008346319702686233 }, { "score": 8.637495040893555, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.0007843633293141652 }, { "score": 7.983752250671387, "text": "Closing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 0.00040794385434092127 }, { "score": 7.87939977645874, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 0.0003675197573897761 }, { "score": 7.646052360534668, "text": ".", "probability": 0.0002910309628007888 }, { "score": 7.002250671386719, "text": "Closing Date: The date of the Closing.", "probability": 0.00015287612818088543 }, { "score": 6.4697160720825195, "text": "(x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 8.975586509098523e-05 }, { "score": 6.281571865081787, "text": "this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 7.436230553648999e-05 }, { "score": 6.253623962402344, "text": "x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 7.231280803761201e-05 }, { "score": 6.111701011657715, "text": "Collection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter", "probability": 6.274496363610337e-05 }, { "score": 6.030372619628906, "text": "Unless", "probability": 5.7844011003679125e-05 }, { "score": 5.855361461639404, "text": "three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.855701934475493e-05 }, { "score": 5.791220664978027, "text": ", this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.554031453203635e-05 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Renewal Term": [ { "text": "", "score": 11.316313743591309, "probability": 0.7964615992824511 }, { "score": 9.9443359375, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.20198654984789144 }, { "score": 4.684246063232422, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.001049287367368243 }, { "score": 2.7625644207000732, "text": "Unless", "probability": 0.00015357435888792975 }, { "score": 2.16987681388855, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof", "probability": 8.490196735329582e-05 }, { "score": 1.5083389282226562, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage", "probability": 4.381426196312884e-05 }, { "score": 1.4215812683105469, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 4.017326481663067e-05 }, { "score": 1.2716093063354492, "text": "(v) Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.457841896369069e-05 }, { "score": 0.9455690383911133, "text": ".", "probability": 2.495787715853603e-05 }, { "score": 0.573361873626709, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is", "probability": 1.7201254640629438e-05 }, { "score": 0.4871528148651123, "text": "this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.5780472637052235e-05 }, { "score": 0.3930954933166504, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.4363868838718445e-05 }, { "score": 0.34486937522888184, "text": "x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.3687593340954343e-05 }, { "score": 0.16528868675231934, "text": "Section 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.1437633909955566e-05 }, { "score": -0.04324197769165039, "text": "three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 9.284798325107489e-06 }, { "score": -0.14290308952331543, "text": "(x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 8.404080504393932e-06 }, { "score": -0.17237138748168945, "text": "Unless earlier terminated as provided below", "probability": 8.160039945724024e-06 }, { "score": -0.2576160430908203, "text": ") Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 7.493263438145226e-06 }, { "score": -0.26859521865844727, "text": "(y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 7.411443562567449e-06 }, { "score": -0.2784309387207031, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice.", "probability": 7.338904002628533e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.792688369750977, "probability": 0.83396970379518 }, { "score": 10.1738920211792, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.16524029151896366 }, { "score": 4.188344955444336, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.00041555249164141044 }, { "score": 3.246593475341797, "text": "Unless", "probability": 0.00016204230771763527 }, { "score": 2.250762939453125, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 5.986110272557562e-05 }, { "score": 1.4838109016418457, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage", "probability": 2.780108048163711e-05 }, { "score": 1.148153305053711, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof", "probability": 1.987409827299846e-05 }, { "score": 1.0530214309692383, "text": "Unless earlier terminated as provided below", "probability": 1.8070583867585564e-05 }, { "score": 0.7951858043670654, "text": "Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.3963541983699103e-05 }, { "score": 0.6224594116210938, "text": ".", "probability": 1.174847442706768e-05 }, { "score": 0.4576749801635742, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is", "probability": 9.96360510769277e-06 }, { "score": 0.3703005313873291, "text": "this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 9.12998923871148e-06 }, { "score": 0.3597390651702881, "text": "(v) Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 9.034070578249715e-06 }, { "score": -0.04662656784057617, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 6.017292556459717e-06 }, { "score": -0.11924123764038086, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice.", "probability": 5.5958359842133066e-06 }, { "score": -0.2381603717803955, "text": "Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.968428598575845e-06 }, { "score": -0.2638024091720581, "text": "Collection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 4.842647500313841e-06 }, { "score": -0.382157564163208, "text": "(y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.302113529284721e-06 }, { "score": -0.531968355178833, "text": "Section 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.7035641114559218e-06 }, { "score": -0.5789871215820312, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect", "probability": 3.533457533997102e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Governing Law": [ { "score": 15.851018905639648, "text": "This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "probability": 0.5970807007949896 }, { "score": 15.412261009216309, "text": "This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "probability": 0.38501965504310465 }, { "text": "", "score": 12.182367324829102, "probability": 0.015232033854809804 }, { "score": 10.097208023071289, "text": "Any Law defined herein will mean such Law as amended and will include any successor Law.", "probability": 0.0018931486568276891 }, { "score": 7.671903610229492, "text": "This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law", "probability": 0.00016745125015284174 }, { "score": 7.414595127105713, "text": "(g) This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "probability": 0.0001294615313653577 }, { "score": 7.2503662109375, "text": ".", "probability": 0.00010985429158470463 }, { "score": 6.874556541442871, "text": "(g) This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "probability": 7.54405701722567e-05 }, { "score": 6.812858581542969, "text": "This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law", "probability": 7.092672035344789e-05 }, { "score": 6.434006214141846, "text": ".", "probability": 4.8559743710762496e-05 }, { "score": 6.293383598327637, "text": "(f) The Parties may (i) amend this Agreement, (ii) extend the time for the performance of any of the obligations or other acts of any other Party, (iii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (iv) waive compliance with any of the agreements or conditions contained herein. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. Any agreement on the part of a Party to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.\n\n(g) This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "probability": 4.2189537051750224e-05 }, { "score": 6.145810127258301, "text": "This", "probability": 3.640109228669899e-05 }, { "score": 5.757429122924805, "text": "This", "probability": 2.4685543224691654e-05 }, { "score": 5.347837448120117, "text": "Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "probability": 1.6389257716575543e-05 }, { "score": 5.0198140144348145, "text": "Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "probability": 1.1805938519551232e-05 }, { "score": 5.009002685546875, "text": "Any Law defined herein will mean such Law as amended and will include any successor Law", "probability": 1.1678988123174984e-05 }, { "score": 4.741659641265869, "text": "without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "probability": 8.939219633665972e-06 }, { "score": 4.689940929412842, "text": "This Agreement shall be governed by the laws of the State of New York", "probability": 8.488646665186383e-06 }, { "score": 4.384823799133301, "text": "without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "probability": 6.256447011553681e-06 }, { "score": 4.331719875335693, "text": "shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "probability": 5.9328726962117214e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Most Favored Nation": [ { "text": "", "score": 12.042411804199219, "probability": 0.5725229457217229 }, { "score": 11.668118476867676, "text": "Cherry Hill agrees that upon the request of Freedom Mortgage, Cherry Hill shall cooperate with Freedom Mortgage's efforts to cause the Acknowledgement Agreement to be revised or replaced with an alternative arrangement proposed by Freedom Mortgage that is acceptable to Ginnie Mae and that will provide Cherry Hill with benefits, rights and remedies that are, in the reasonable judgment of Cherry Hill, not materially less favorable than those provided under the Acknowledgement Agreement.", "probability": 0.39376704856955813 }, { "score": 8.918302536010742, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.025177318918024834 }, { "score": 7.196874618530273, "text": "As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.004501972476364323 }, { "score": 5.961048603057861, "text": "Cherry Hill agrees that upon the request of Freedom Mortgage, Cherry Hill shall cooperate with Freedom Mortgage's efforts to cause the Acknowledgement Agreement to be revised or replaced with an alternative arrangement proposed by Freedom Mortgage that is acceptable to Ginnie Mae and that will provide Cherry Hill with benefits, rights and remedies that are, in the reasonable judgment of Cherry Hill, not materially less favorable than those provided under the Acknowledgement Agreement", "probability": 0.0013082490149887937 }, { "score": 5.216486930847168, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0006213429724883359 }, { "score": 4.948235511779785, "text": "For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.\n\nBusiness Day: Any day other than a Saturday or Sunday or a day on which banks in New Jersey and New York are authorized or obligated by law to close.\n\nClosing: The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.\n\nExcess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.0004751505974510725 }, { "score": 4.406822204589844, "text": "(c) Cherry Hill agrees that upon the request of Freedom Mortgage, Cherry Hill shall cooperate with Freedom Mortgage's efforts to cause the Acknowledgement Agreement to be revised or replaced with an alternative arrangement proposed by Freedom Mortgage that is acceptable to Ginnie Mae and that will provide Cherry Hill with benefits, rights and remedies that are, in the reasonable judgment of Cherry Hill, not materially less favorable than those provided under the Acknowledgement Agreement.", "probability": 0.0002765021215646747 }, { "score": 4.281435966491699, "text": "Cherry", "probability": 0.00024391803720392896 }, { "score": 4.2798871994018555, "text": "Cherry Hill agrees that upon the request of Freedom Mortgage, Cherry Hill shall cooperate with Freedom Mortgage's efforts to cause the Acknowledgement Agreement to be revised or replaced with an alternative arrangement proposed by Freedom Mortgage that is acceptable to Ginnie Mae and that will provide Cherry Hill with benefits, rights and remedies that are, in the reasonable judgment of Cherry Hill, not materially less favorable than those provided under the Acknowledgement Agreement.\n\n4\n\n\n\n\n\n(d) The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.", "probability": 0.0002435405573649185 }, { "score": 3.9979944229125977, "text": "The existence of any of the following:", "probability": 0.00018371593114795378 }, { "score": 3.973057270050049, "text": "As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.\n\nBusiness Day: Any day other than a Saturday or Sunday or a day on which banks in New Jersey and New York are authorized or obligated by law to close.\n\nClosing: The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.\n\nExcess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.0001791912299480986 }, { "score": 3.3902506828308105, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee", "probability": 0.0001000476899794693 }, { "score": 3.143918991088867, "text": "Cherry Hill agrees that upon the request of Freedom Mortgage, Cherry Hill shall cooperate with Freedom Mortgage's efforts to cause the Acknowledgement Agreement to be revised or replaced with an alternative arrangement proposed by Freedom Mortgage that is acceptable to Ginnie Mae and that will provide Cherry Hill with benefits, rights and remedies that are, in the reasonable judgment of Cherry Hill, not materially less favorable than those provided under the Acknowledgement Agreement.\n\n4\n\n\n\n\n\n(d) The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.\n\nSection 3. Ancillary Agreements.\n\nOn or prior to the Closing Date, Cherry Hill and Freedom Mortgage shall enter into the Purchase Agreement and the Flow Agreement.", "probability": 7.820356856708584e-05 }, { "score": 3.0894556045532227, "text": "For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.", "probability": 7.405824615696554e-05 }, { "score": 2.8175508975982666, "text": "Base Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.\n\nBusiness Day: Any day other than a Saturday or Sunday or a day on which banks in New Jersey and New York are authorized or obligated by law to close.\n\nClosing: The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.\n\nExcess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 5.642696724486378e-05 }, { "score": 2.7794876098632812, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 5.431953371283373e-05 }, { "score": 2.727419376373291, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 5.156358290378282e-05 }, { "score": 2.606914758682251, "text": "not materially less favorable than those provided under the Acknowledgement Agreement.", "probability": 4.5709723711768376e-05 }, { "score": 2.4423675537109375, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 3.877453989546786e-05 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Compete": [ { "text": "", "score": 11.872041702270508, "probability": 0.999771599845626 }, { "score": 2.106316566467285, "text": "The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 5.737203536912735e-05 }, { "score": 1.8316004276275635, "text": "The existence of any of the following:", "probability": 4.3590570632987125e-05 }, { "score": 1.583639144897461, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 3.401765227174291e-05 }, { "score": 1.4984631538391113, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.124013303019163e-05 }, { "score": 0.6481194496154785, "text": "Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement.", "probability": 1.3347910811343997e-05 }, { "score": 0.45048168301582336, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 1.0954190887232694e-05 }, { "score": -0.10859115421772003, "text": "Standby Trigger Event: The existence of any of the following:", "probability": 6.26293719301634e-06 }, { "score": -0.3116498291492462, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 5.111999403059653e-06 }, { "score": -0.35655248165130615, "text": "Standby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 4.887534322537039e-06 }, { "score": -0.6452796459197998, "text": "Trigger Event: The existence of any of the following:", "probability": 3.6618218014551566e-06 }, { "score": -0.8932409882545471, "text": "Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 2.8576495212011855e-06 }, { "score": -0.8962968587875366, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations;", "probability": 2.848930243512914e-06 }, { "score": -0.9320530891418457, "text": "Cherry Hill is duly licensed or qualified to do business in each jurisdiction where its ownership or leasing of assets or the conduct of its business requires such qualification, except where the failure to obtain such license or qualification would not reasonably be expected to have a Material Adverse Effect.\n\n(ii) Cherry Hill has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of this Agreement by Cherry Hill and the completion by Cherry Hill of the Transactions have been duly and validly authorized by all necessary corporate action of Cherry Hill. This Agreement has been duly and validly executed and delivered by Cherry Hill and constitutes the valid and binding obligation of Cherry Hill, enforceable against Cherry Hill in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity.\n\n6\n\n\n\n\n\n(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 2.7488629138867297e-06 }, { "score": -1.2590478658676147, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.982170712406633e-06 }, { "score": -1.3377684354782104, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 1.8321167529067818e-06 }, { "score": -1.3927569389343262, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.734091231884381e-06 }, { "score": -1.4556063413619995, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.", "probability": 1.6284588684461166e-06 }, { "score": -1.7581372261047363, "text": "(ii) Cherry Hill has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of this Agreement by Cherry Hill and the completion by Cherry Hill of the Transactions have been duly and validly authorized by all necessary corporate action of Cherry Hill. This Agreement has been duly and validly executed and delivered by Cherry Hill and constitutes the valid and binding obligation of Cherry Hill, enforceable against Cherry Hill in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity.\n\n6\n\n\n\n\n\n(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 1.2033426227062506e-06 }, { "score": -1.8319264650344849, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 1.1177457841742545e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Exclusivity": [ { "text": "", "score": 12.14455795288086, "probability": 0.9999213330320376 }, { "score": 2.552699089050293, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 6.827700435890288e-05 }, { "score": -0.2519158124923706, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.132812312328953e-06 }, { "score": -0.7432165145874023, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage", "probability": 2.5285788370669012e-06 }, { "score": -1.673683524131775, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 9.971943540909648e-07 }, { "score": -1.831758737564087, "text": "Unless", "probability": 8.513901434376036e-07 }, { "score": -2.213332414627075, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 5.81317337338513e-07 }, { "score": -3.0975067615509033, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.", "probability": 2.4011607504703935e-07 }, { "score": -3.134430170059204, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 2.31411854736922e-07 }, { "score": -3.801054000854492, "text": "Unless", "probability": 1.188158972425044e-07 }, { "score": -4.0264105796813965, "text": "Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 9.484259610266672e-08 }, { "score": -4.108244895935059, "text": "(y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 8.739030223260406e-08 }, { "score": -4.169459342956543, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party.", "probability": 8.220119757924996e-08 }, { "score": -4.218533515930176, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 7.826462383840306e-08 }, { "score": -4.262548446655273, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice.", "probability": 7.489452327441279e-08 }, { "score": -4.328701019287109, "text": "The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 7.010037858837678e-08 }, { "score": -4.3774495124816895, "text": ".", "probability": 6.676504742890906e-08 }, { "score": -4.520046710968018, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 5.789219088527936e-08 }, { "score": -4.6641693115234375, "text": "Cherry Hill.", "probability": 5.0121993434929665e-08 }, { "score": -4.753168106079102, "text": "(ii) Cherry Hill has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of this Agreement by Cherry Hill and the completion by Cherry Hill of the Transactions have been duly and validly authorized by all necessary corporate action of Cherry Hill. This Agreement has been duly and validly executed and delivered by Cherry Hill and constitutes the valid and binding obligation of Cherry Hill, enforceable against Cherry Hill in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity.\n\n6\n\n\n\n\n\n(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 4.585393910701101e-08 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.060110092163086, "probability": 0.9995538650459942 }, { "score": 4.296429634094238, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.000424700351683338 }, { "score": 0.13589978218078613, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 6.6250241256960996e-06 }, { "score": -0.32942652702331543, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage", "probability": 4.160052541143808e-06 }, { "score": -0.5388951301574707, "text": "Unless", "probability": 3.373865437502557e-06 }, { "score": -1.1817741394042969, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 1.7738992538664563e-06 }, { "score": -1.7608156204223633, "text": "Cherry Hill Mortgage Investment Corp.,", "probability": 9.941557553051604e-07 }, { "score": -2.192542314529419, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp.,", "probability": 6.455916581248197e-07 }, { "score": -2.3958640098571777, "text": "(y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 5.268129228549854e-07 }, { "score": -2.482804536819458, "text": "(v) Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.829460614799676e-07 }, { "score": -2.519063949584961, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.6574839373108763e-07 }, { "score": -2.5676889419555664, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice.", "probability": 4.436431700806095e-07 }, { "score": -2.7023582458496094, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party.", "probability": 3.8774630180364087e-07 }, { "score": -3.042963981628418, "text": "Cherry Hill", "probability": 2.7581918622377626e-07 }, { "score": -3.1367173194885254, "text": "Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.511353886679631e-07 }, { "score": -3.15487003326416, "text": "Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.4661772779558584e-07 }, { "score": -3.3039169311523438, "text": ".", "probability": 2.1246825290921137e-07 }, { "score": -3.358887195587158, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.0110402564314914e-07 }, { "score": -3.4217100143432617, "text": "(x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.8885877167806877e-07 }, { "score": -3.4746906757354736, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill", "probability": 1.7911334801073282e-07 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.865824699401855, "probability": 0.9984281184707504 }, { "score": 4.6860857009887695, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.0007606691004738559 }, { "score": 3.725170135498047, "text": "As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.00029098824635679895 }, { "score": 3.3232815265655518, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.00019468721924428711 }, { "score": 3.1822173595428467, "text": "The existence of any of the following:", "probability": 0.00016907291978384285 }, { "score": 1.7528388500213623, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 4.048581194350276e-05 }, { "score": 0.9865660071372986, "text": "FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 1.8815457650772556e-05 }, { "score": 0.7799788117408752, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 1.5303652908208827e-05 }, { "score": 0.22513118386268616, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 8.786741382012172e-06 }, { "score": 0.22354936599731445, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee", "probability": 8.77285334458439e-06 }, { "score": 0.1987568438053131, "text": "Standby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 8.558026240083038e-06 }, { "score": 0.1255631446838379, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 7.954007462681749e-06 }, { "score": 0.08406707644462585, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 7.630701774659888e-06 }, { "score": 0.05769273638725281, "text": "Standby Trigger Event: The existence of any of the following:", "probability": 7.432077852146017e-06 }, { "score": -0.018804311752319336, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 6.884747300339988e-06 }, { "score": -0.18310928344726562, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations;", "probability": 5.841592551758898e-06 }, { "score": -0.2040119171142578, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.", "probability": 5.720755191808997e-06 }, { "score": -0.3040037155151367, "text": "Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 5.176395811521504e-06 }, { "score": -0.42078208923339844, "text": "Excess MSR:", "probability": 4.605865735672232e-06 }, { "score": -0.445067822933197, "text": "Trigger Event: The existence of any of the following:", "probability": 4.495356240503545e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.173267364501953, "probability": 0.9990645275147138 }, { "score": 5.170570373535156, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.0009085751986108779 }, { "score": 0.6966477036476135, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.0360028489685423e-05 }, { "score": -0.058831214904785156, "text": "Unless", "probability": 4.8669919081007715e-06 }, { "score": -0.5700135231018066, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage", "probability": 2.9191537424537725e-06 }, { "score": -1.035784125328064, "text": "(y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.8322104934471915e-06 }, { "score": -1.4026603698730469, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 1.2695302031784225e-06 }, { "score": -1.718021273612976, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 9.261547048076488e-07 }, { "score": -1.728090763092041, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party.", "probability": 9.16875596099532e-07 }, { "score": -1.9181647300720215, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.", "probability": 7.581625678147495e-07 }, { "score": -2.1603946685791016, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice.", "probability": 5.950633637378343e-07 }, { "score": -2.571300506591797, "text": ".", "probability": 3.9455638409667644e-07 }, { "score": -2.727552890777588, "text": "Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.3748115487767143e-07 }, { "score": -2.7533488273620605, "text": "(x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.28886838203259e-07 }, { "score": -2.8648734092712402, "text": "y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.9417921394305224e-07 }, { "score": -3.0814080238342285, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 2.3690389161971163e-07 }, { "score": -3.09987211227417, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.3256981275224258e-07 }, { "score": -3.1574015617370605, "text": "Cherry Hill.", "probability": 2.1956778501391345e-07 }, { "score": -3.2047181129455566, "text": "an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.0942055377565946e-07 }, { "score": -3.252997875213623, "text": "and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.9954997114973132e-07 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Disparagement": [ { "text": "", "score": 11.572723388671875, "probability": 0.9987495708767627 }, { "score": 3.6116268634796143, "text": "Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement.", "probability": 0.0003483343593434164 }, { "score": 3.475120782852173, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.", "probability": 0.00030388724882402055 }, { "score": 3.099353075027466, "text": "The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Freedom Mortgage with any of the terms or provisions hereof will not: (i) conflict with or result in a breach or violation of or a default under any provision of the organizational documents of Freedom Mortgage; (ii) violate any Law applicable to Freedom Mortgage or any of its material properties or assets or enable any Person to enjoin the Transactions; or (iii) violate, conflict with, result", "probability": 0.00020869816734544653 }, { "score": 2.849015951156616, "text": "The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached.", "probability": 0.00016247951119831256 }, { "score": 2.34979510307312, "text": "The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Freedom Mortgage with any of the terms or provisions hereof will not:", "probability": 9.86256195284367e-05 }, { "score": 1.3566516637802124, "text": "(iii) violate, conflict with, result", "probability": 3.6531964661923814e-05 }, { "score": 1.323227047920227, "text": "The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 3.533107914587604e-05 }, { "score": 0.016204290091991425, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 9.561458209657055e-06 }, { "score": -0.29330015182495117, "text": "(i) conflict with or result in a breach or violation of or a default under any provision of the organizational documents of Freedom Mortgage; (ii) violate any Law applicable to Freedom Mortgage or any of its material properties or assets or enable any Person to enjoin the Transactions; or (iii) violate, conflict with, result", "probability": 7.01629854301351e-06 }, { "score": -0.5285429954528809, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 5.545534239213881e-06 }, { "score": -0.5614526271820068, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 5.3660031044728445e-06 }, { "score": -0.5726106762886047, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.", "probability": 5.306461778596176e-06 }, { "score": -0.6812220811843872, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 4.760315161953552e-06 }, { "score": -0.7643688917160034, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Freedom Mortgage with any of the terms or provisions hereof will not: (i) conflict with or result in a breach or violation of or a default under any provision of the organizational documents of Freedom Mortgage; (ii) violate any Law applicable to Freedom Mortgage or any of its material properties or assets or enable any Person to enjoin the Transactions; or (iii) violate, conflict with, result", "probability": 4.380518366993398e-06 }, { "score": -0.8516300320625305, "text": "(vi) Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement.", "probability": 4.014472376421742e-06 }, { "score": -1.1792688369750977, "text": "Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions", "probability": 2.8929221641913843e-06 }, { "score": -1.2603979110717773, "text": "Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement", "probability": 2.6674902435426772e-06 }, { "score": -1.2854137420654297, "text": "The existence of any of the following:", "probability": 2.6015884887091863e-06 }, { "score": -1.3544225692749023, "text": "Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.", "probability": 2.4281105135618865e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Termination For Convenience": [ { "text": "", "score": 11.60936164855957, "probability": 0.9734499945490391 }, { "score": 7.87392520904541, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.023229197894232487 }, { "score": 5.803912162780762, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.0029311562537751037 }, { "score": 2.52390718460083, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party.", "probability": 0.00011029375119550472 }, { "score": 2.098484754562378, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 7.207626840760753e-05 }, { "score": 1.882127046585083, "text": "Unless", "probability": 5.8053623924360434e-05 }, { "score": 1.6946134567260742, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.8127490598933225e-05 }, { "score": 1.4236297607421875, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.", "probability": 3.6703416669544724e-05 }, { "score": 0.16769099235534668, "text": "Unless", "probability": 1.0453439673429656e-05 }, { "score": -0.006405353546142578, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 8.783146666492779e-06 }, { "score": -0.0986175537109375, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice.", "probability": 8.009453516020605e-06 }, { "score": -0.36580467224121094, "text": "Unless earlier terminated as provided below", "probability": 6.131475454346784e-06 }, { "score": -0.7004251480102539, "text": "Unless earlier", "probability": 4.387742856801198e-06 }, { "score": -0.7016212344169617, "text": "The existence of any of the following:", "probability": 4.382497874565326e-06 }, { "score": -0.7750039100646973, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage", "probability": 4.07241494953195e-06 }, { "score": -0.7852663993835449, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof", "probability": 4.030835553587157e-06 }, { "score": -0.7940351963043213, "text": "Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.9956444923232425e-06 }, { "score": -0.802983283996582, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 3.960050601143429e-06 }, { "score": -1.044861078262329, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.109242131847037e-06 }, { "score": -1.0540480613708496, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party", "probability": 3.0808083870533083e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.191329956054688, "probability": 0.997010713619752 }, { "score": 5.264749526977539, "text": "On or prior to the Closing Date, Cherry Hill and Freedom Mortgage shall enter into the Purchase Agreement and the Flow Agreement.", "probability": 0.0009784173973721871 }, { "score": 4.84330415725708, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.\n\n(b) Freedom Mortgage agrees that if a Standby Issuer (as defined in the Acknowledgement Agreement) has not yet been appointed, upon the occurrence of a Standby Trigger Event, it shall designate a Standby Issuer reasonably satisfactory to Cherry Hill and shall use its commercially reasonable efforts to cause such Standby Issuer to agree to act as such and to be accepted by Ginnie Mae as the Standby Issuer referred to in the Acknowledgement Agreement.", "probability": 0.0006419375314677337 }, { "score": 4.770533084869385, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.", "probability": 0.0005968822892749587 }, { "score": 4.73047399520874, "text": "Freedom Mortgage agrees that if a Standby Issuer (as defined in the Acknowledgement Agreement) has not yet been appointed, upon the occurrence of a Standby Trigger Event, it shall designate a Standby Issuer reasonably satisfactory to Cherry Hill and shall use its commercially reasonable efforts to cause such Standby Issuer to agree to act as such and to be accepted by Ginnie Mae as the Standby Issuer referred to in the Acknowledgement Agreement.", "probability": 0.000573444314321375 }, { "score": 2.346831798553467, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.\n\n(b) Freedom Mortgage agrees that if a Standby Issuer (as defined in the Acknowledgement Agreement) has not yet been appointed, upon the occurrence of a Standby Trigger Event, it shall designate a Standby Issuer reasonably satisfactory to Cherry Hill and shall use its commercially reasonable efforts to cause such Standby Issuer to agree to act as such and to be accepted by Ginnie Mae as the Standby Issuer referred to in the Acknowledgement Agreement", "probability": 5.2879653198175656e-05 }, { "score": 2.2340011596679688, "text": "Freedom Mortgage agrees that if a Standby Issuer (as defined in the Acknowledgement Agreement) has not yet been appointed, upon the occurrence of a Standby Trigger Event, it shall designate a Standby Issuer reasonably satisfactory to Cherry Hill and shall use its commercially reasonable efforts to cause such Standby Issuer to agree to act as such and to be accepted by Ginnie Mae as the Standby Issuer referred to in the Acknowledgement Agreement", "probability": 4.723749667831755e-05 }, { "score": 1.6026885509490967, "text": "On or prior to the Closing Date, Cherry Hill and Freedom Mortgage shall enter into the Purchase Agreement and the Flow Agreement", "probability": 2.512530208619168e-05 }, { "score": 1.0155303478240967, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 1.396727630057139e-05 }, { "score": 0.8500779271125793, "text": "(d) The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.\n\nSection 3. Ancillary Agreements.\n\nOn or prior to the Closing Date, Cherry Hill and Freedom Mortgage shall enter into the Purchase Agreement and the Flow Agreement.", "probability": 1.1837408937886853e-05 }, { "score": 0.567680835723877, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.\n\n(b) Freedom Mortgage agrees that if a Standby Issuer (as defined in the Acknowledgement Agreement) has not yet been appointed, upon the occurrence of a Standby Trigger Event, it shall designate a Standby Issuer reasonably satisfactory to Cherry Hill and shall use its commercially reasonable efforts to cause such Standby Issuer to agree to act as such and to be accepted by Ginnie Mae as the Standby Issuer referred to in the Acknowledgement Agreement. Any costs or expenses incurred in connection with such designation, agreement and/or approval shall be paid by Freedom Mortgage.", "probability": 8.925101270291962e-06 }, { "score": 0.454850435256958, "text": "Freedom Mortgage agrees that if a Standby Issuer (as defined in the Acknowledgement Agreement) has not yet been appointed, upon the occurrence of a Standby Trigger Event, it shall designate a Standby Issuer reasonably satisfactory to Cherry Hill and shall use its commercially reasonable efforts to cause such Standby Issuer to agree to act as such and to be accepted by Ginnie Mae as the Standby Issuer referred to in the Acknowledgement Agreement. Any costs or expenses incurred in connection with such designation, agreement and/or approval shall be paid by Freedom Mortgage.", "probability": 7.972812161725018e-06 }, { "score": 0.1267380714416504, "text": "Cherry Hill agrees that upon the request of Freedom Mortgage, Cherry Hill shall cooperate with Freedom Mortgage's efforts to cause the Acknowledgement Agreement to be revised or replaced with an alternative arrangement proposed by Freedom Mortgage that is acceptable to Ginnie Mae and that will provide Cherry Hill with benefits, rights and remedies that are, in the reasonable judgment of Cherry Hill, not materially less favorable than those provided under the Acknowledgement Agreement.\n\n4\n\n\n\n\n\n(d) The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.\n\nSection 3. Ancillary Agreements.\n\nOn or prior to the Closing Date, Cherry Hill and Freedom Mortgage shall enter into the Purchase Agreement and the Flow Agreement.", "probability": 5.7426737393781755e-06 }, { "score": 0.04625976085662842, "text": "(b) Freedom Mortgage agrees that if a Standby Issuer (as defined in the Acknowledgement Agreement) has not yet been appointed, upon the occurrence of a Standby Trigger Event, it shall designate a Standby Issuer reasonably satisfactory to Cherry Hill and shall use its commercially reasonable efforts to cause such Standby Issuer to agree to act as such and to be accepted by Ginnie Mae as the Standby Issuer referred to in the Acknowledgement Agreement.", "probability": 5.2986210080624885e-06 }, { "score": 0.040648460388183594, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae", "probability": 5.268972115734962e-06 }, { "score": -0.4369082450866699, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.\n\n(b) Freedom", "probability": 3.2683281779403215e-06 }, { "score": -0.5497386455535889, "text": "Freedom", "probability": 2.919604591191238e-06 }, { "score": -0.6078983545303345, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 2.7546447423875694e-06 }, { "score": -0.6226228475570679, "text": "The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.\n\nSection 3. Ancillary Agreements.\n\nOn or prior to the Closing Date, Cherry Hill and Freedom Mortgage shall enter into the Purchase Agreement and the Flow Agreement.", "probability": 2.714381153019699e-06 }, { "score": -0.6306900978088379, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 2.692571650617504e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Change Of Control": [ { "text": "", "score": 12.20556640625, "probability": 0.9998562571194285 }, { "score": 3.1134328842163086, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.00011253151128310899 }, { "score": 0.7439476251602173, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is", "probability": 1.0524943629234802e-05 }, { "score": 0.07354414463043213, "text": "The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.", "probability": 5.383531347450012e-06 }, { "score": -0.6072877645492554, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.725120463569061e-06 }, { "score": -1.0955498218536377, "text": "Either Freedom Mortgage or Cherry Hill, as the context may require.", "probability": 1.6723847078914852e-06 }, { "score": -1.1769893169403076, "text": "Unless", "probability": 1.5415849593656833e-06 }, { "score": -1.2635724544525146, "text": "The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer", "probability": 1.4137248292549847e-06 }, { "score": -1.4487874507904053, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 1.1747001783941799e-06 }, { "score": -1.467468023300171, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that", "probability": 1.152959800104358e-06 }, { "score": -1.9319102764129639, "text": "Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit B attached hereto.", "probability": 7.246185663809928e-07 }, { "score": -2.00909686088562, "text": "(d) The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.", "probability": 6.707918073342917e-07 }, { "score": -2.018517255783081, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage", "probability": 6.645023546914595e-07 }, { "score": -2.047501802444458, "text": "Flow Agreement : The Flow and Bulk Purchase Agreement to be entered into between Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit B attached hereto.", "probability": 6.45518503363055e-07 }, { "score": -2.100369453430176, "text": "The existence of any of the following:", "probability": 6.122778752880966e-07 }, { "score": -2.1372029781341553, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.", "probability": 5.901358114742048e-07 }, { "score": -2.2274391651153564, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 5.392161507756722e-07 }, { "score": -2.4678783416748047, "text": "Cherry Hill represents and warrants to Freedom Mortgage that the statements contained in this Section 4(b) are true and correct in all material respects as of the date of this Agreement (or, if made as of a different specified date, as of such date) and will be true and correct in all material respects as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4(b)) and as of the date of any purchase and sale of Excess MSRs as contemplated hereby.\n\n(i) Cherry Hill is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Cherry Hill has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as now conducted.", "probability": 4.239762060323397e-07 }, { "score": -2.5566318035125732, "text": "The Flow and Bulk Purchase Agreement to be entered into between Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit B attached hereto.", "probability": 3.8796839261449767e-07 }, { "score": -2.622013807296753, "text": "Party: Either Freedom Mortgage or Cherry Hill, as the context may require.", "probability": 3.634137056078181e-07 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Anti-Assignment": [ { "score": 14.76790714263916, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 0.6788189457307374 }, { "score": 13.845866203308105, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 0.2699707188091289 }, { "text": "", "score": 12.08616828918457, "probability": 0.046461108678753235 }, { "score": 8.783978462219238, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party", "probability": 0.0017098843953545532 }, { "score": 8.59249210357666, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party", "probability": 0.0014119043620682678 }, { "score": 7.690251350402832, "text": "neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 0.0005727526398140138 }, { "score": 6.4778947830200195, "text": "provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 0.0001703912669786084 }, { "score": 6.243697166442871, "text": "(b) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 0.00013481449823666693 }, { "score": 6.091632843017578, "text": "provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 0.0001157966253841501 }, { "score": 5.995663166046143, "text": "(b) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 0.00010520025728573056 }, { "score": 5.95231819152832, "text": "This", "probability": 0.0001007377667345176 }, { "score": 5.9177565574646, "text": "neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 9.731558366854737e-05 }, { "score": 5.8107781410217285, "text": "This", "probability": 8.744243760670611e-05 }, { "score": 5.519758224487305, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder", "probability": 6.53632912119282e-05 }, { "score": 5.105172634124756, "text": ".", "probability": 4.3179904528021014e-05 }, { "score": 4.891528129577637, "text": "this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 3.48736213966123e-05 }, { "score": 4.745668411254883, "text": "however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 3.0140536436278505e-05 }, { "score": 4.7017822265625, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that", "probability": 2.8846388596819184e-05 }, { "score": 4.574148654937744, "text": "any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 2.538989435642827e-05 }, { "score": 4.060652732849121, "text": "this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 1.5193311722898608e-05 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.12602424621582, "probability": 0.9912703187578109 }, { "score": 6.539290428161621, "text": "As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.", "probability": 0.003714534816882553 }, { "score": 6.425920009613037, "text": "Base Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.", "probability": 0.003316410536194973 }, { "score": 4.0848822593688965, "text": "As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.", "probability": 0.00031913064455065627 }, { "score": 3.9715118408203125, "text": "Base Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.", "probability": 0.000284926184350247 }, { "score": 3.92299747467041, "text": "As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing.", "probability": 0.00027143312120475225 }, { "score": 3.809627056121826, "text": "Base Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing.", "probability": 0.0002423408871938404 }, { "score": 3.072580337524414, "text": "Base Servicing Fee:", "probability": 0.00011596618513420254 }, { "score": 2.967233180999756, "text": "As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.\n\nBusiness Day: Any day other than a Saturday or Sunday or a day on which banks in New Jersey and New York are authorized or obligated by law to close.\n\nClosing: The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 0.00010437096091703475 }, { "score": 2.853862762451172, "text": "Base Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.\n\nBusiness Day: Any day other than a Saturday or Sunday or a day on which banks in New Jersey and New York are authorized or obligated by law to close.\n\nClosing: The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 9.318446899053309e-05 }, { "score": 2.30083966255188, "text": "As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate:", "probability": 5.360047694010737e-05 }, { "score": 2.187469244003296, "text": "Base Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate:", "probability": 4.7855571486723865e-05 }, { "score": 1.8143775463104248, "text": "As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property", "probability": 3.295344638723119e-05 }, { "score": 1.7010071277618408, "text": "Base Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property", "probability": 2.9421492108739905e-05 }, { "score": 1.509007215499878, "text": "Base Servicing Fee", "probability": 2.4281761649050887e-05 }, { "score": 1.4204498529434204, "text": "As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 2.2223897115409182e-05 }, { "score": 1.15556001663208, "text": "Ancillary Agreements: The Acknowledgement Agreement, the Purchase Agreement and the Flow Agreement.\n\nBase Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.", "probability": 1.705218452667116e-05 }, { "score": 1.0388118028640747, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 1.5173190785630384e-05 }, { "score": 0.9136419296264648, "text": "As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.", "probability": 1.3388019411261945e-05 }, { "score": 0.7558202743530273, "text": "Base Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.", "probability": 1.143339635942391e-05 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Price Restrictions": [ { "text": "", "score": 12.027364730834961, "probability": 0.4651502707544581 }, { "score": 11.281819343566895, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.22070238705191889 }, { "score": 10.440053939819336, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.09511148456306687 }, { "score": 10.301631927490234, "text": "As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.08281653279937536 }, { "score": 9.63415813446045, "text": "For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.\n\nBusiness Day: Any day other than a Saturday or Sunday or a day on which banks in New Jersey and New York are authorized or obligated by law to close.\n\nClosing: The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.\n\nExcess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.04248512097469157 }, { "score": 8.950637817382812, "text": "The existence of any of the following:", "probability": 0.02144804722658498 }, { "score": 8.415782928466797, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 0.01256328553390069 }, { "score": 8.200535774230957, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.010130306350314935 }, { "score": 8.089835166931152, "text": "(ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.009068718393104476 }, { "score": 8.029056549072266, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.008533950074247195 }, { "score": 7.867039680480957, "text": "For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.", "probability": 0.007257500355789008 }, { "score": 7.639949798583984, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations;", "probability": 0.005783133038677423 }, { "score": 7.344419479370117, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000", "probability": 0.004303442418359057 }, { "score": 7.071193695068359, "text": "Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.003274579554458301 }, { "score": 6.880880832672119, "text": "or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.002707096391216656 }, { "score": 6.794588088989258, "text": "Standby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.002483288958364107 }, { "score": 6.557401180267334, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee", "probability": 0.001958927178984674 }, { "score": 6.525166988372803, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage;", "probability": 0.0018967896018905234 }, { "score": 6.065564155578613, "text": "(ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 0.0011978879219739396 }, { "score": 6.004786014556885, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 0.001127250858623439 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Minimum Commitment": [ { "text": "", "score": 12.159424781799316, "probability": 0.7339776140712232 }, { "score": 10.59233283996582, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.1531452148259088 }, { "score": 9.128276824951172, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.035421910620710796 }, { "score": 8.607207298278809, "text": "The existence of any of the following:", "probability": 0.02103654253303533 }, { "score": 8.093656539916992, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.012587575898849145 }, { "score": 7.948677062988281, "text": "or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.010888757237175879 }, { "score": 7.6925048828125, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations;", "probability": 0.008427992707087027 }, { "score": 7.394711017608643, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000", "probability": 0.006257400012797001 }, { "score": 7.220463752746582, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 0.005256773841989635 }, { "score": 6.953413486480713, "text": "Standby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0040247678584590324 }, { "score": 5.930655479431152, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000", "probability": 0.0014473137140708545 }, { "score": 5.864468574523926, "text": "Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0013546218289247221 }, { "score": 5.697916030883789, "text": "(ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.001146793490398934 }, { "score": 5.606167793273926, "text": "Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0010462596237257936 }, { "score": 5.429300785064697, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0008766517418528903 }, { "score": 5.350629806518555, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage;", "probability": 0.0008103277806746429 }, { "score": 5.193828582763672, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations;", "probability": 0.0006927281273267525 }, { "score": 4.968287467956543, "text": "Standby Trigger Event: The existence of any of the following:", "probability": 0.0005528554056609389 }, { "score": 4.932799339294434, "text": "The existence of any of the following", "probability": 0.0005335796550120994 }, { "score": 4.8960347175598145, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000", "probability": 0.0005143190251166534 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Volume Restriction": [ { "score": 12.584760665893555, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.4417693109584224 }, { "text": "", "score": 12.048328399658203, "probability": 0.25836041273595894 }, { "score": 12.028307914733887, "text": "As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.2532393461567987 }, { "score": 9.031396865844727, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.01264705048660047 }, { "score": 8.907551765441895, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee", "probability": 0.011173880141976558 }, { "score": 8.351099014282227, "text": "As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee", "probability": 0.006405302566286451 }, { "score": 7.765334129333496, "text": "The existence of any of the following:", "probability": 0.0035657032103200174 }, { "score": 7.578276634216309, "text": "For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.\n\nBusiness Day: Any day other than a Saturday or Sunday or a day on which banks in New Jersey and New York are authorized or obligated by law to close.\n\nClosing: The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.\n\nExcess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.0029573801538025713 }, { "score": 7.309694290161133, "text": "(ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0022608061408848105 }, { "score": 7.113121032714844, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 0.0018573452657964099 }, { "score": 7.001347541809082, "text": "Excess MSR:", "probability": 0.0016609250411026126 }, { "score": 6.677725315093994, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0012017183298938278 }, { "score": 6.374848365783691, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.000887697297595892 }, { "score": 5.677199840545654, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations;", "probability": 0.00044185522295911217 }, { "score": 5.467716217041016, "text": "Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0003583458763507687 }, { "score": 5.39141845703125, "text": "(ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 0.00033202188819478443 }, { "score": 5.223021984100342, "text": "Standby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0002805647180146327 }, { "score": 4.915467262268066, "text": "or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.00020628314189418635 }, { "score": 4.898502826690674, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000", "probability": 0.0002028131810053355 }, { "score": 4.839733600616455, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage;", "probability": 0.00019123748614150943 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.199219703674316, "probability": 0.999973165763149 }, { "score": 1.4073818922042847, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 2.0566137486027648e-05 }, { "score": -1.1137139797210693, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 1.6529309409756376e-06 }, { "score": -1.7211334705352783, "text": "The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 9.004420668669078e-07 }, { "score": -1.9425334930419922, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party", "probability": 7.216107063754912e-07 }, { "score": -2.0433268547058105, "text": "The existence of any of the following:", "probability": 6.524225559602924e-07 }, { "score": -2.504887580871582, "text": "Standby Trigger Event: The existence of any of the following:", "probability": 4.112213844621169e-07 }, { "score": -2.760913133621216, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 3.1833559772322076e-07 }, { "score": -2.856861114501953, "text": "Trigger Event: The existence of any of the following:", "probability": 2.8921147970042917e-07 }, { "score": -3.0012307167053223, "text": "This", "probability": 2.503321364609488e-07 }, { "score": -3.1466217041015625, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.", "probability": 2.164582297338574e-07 }, { "score": -3.368332624435425, "text": "The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 1.7341484539095104e-07 }, { "score": -3.757075786590576, "text": "Any such notice or communication shall be deemed to have been given: (i) as of the date delivered by hand; (ii) three (3) Business Days after being delivered to the U.S. mail, postage prepaid; or (iii) one (1) Business Day after being delivered to the overnight courier.\n\n(b) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 1.1755937346963558e-07 }, { "score": -3.908522605895996, "text": "Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 1.0103800091679945e-07 }, { "score": -3.9739861488342285, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event:", "probability": 9.46355454162073e-08 }, { "score": -4.137478828430176, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 8.036192306178019e-08 }, { "score": -4.202035903930664, "text": "(b) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 7.53379050106198e-08 }, { "score": -4.235456943511963, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party. Nothing in this Agreement is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement.\n\n(c) This Agreement, including the Exhibits and Schedules hereto and the documents and other writings referred to herein or therein or delivered pursuant hereto, contains the entire agreement and understanding of the Parties with respect to its subject matter.", "probability": 7.286164400119138e-08 }, { "score": -4.252514839172363, "text": "provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 7.162931800516866e-08 }, { "score": -4.300172328948975, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.\n\n(b) Freedom Mortgage agrees that if a Standby Issuer (as defined in the Acknowledgement Agreement) has not yet been appointed, upon the occurrence of a Standby Trigger Event, it shall designate a Standby Issuer reasonably satisfactory to Cherry Hill and shall use its commercially reasonable efforts to cause such Standby Issuer to agree to act as such and to be accepted by Ginnie Mae as the Standby Issuer referred to in the Acknowledgement Agreement.", "probability": 6.829571110977531e-08 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.156475067138672, "probability": 0.9999989980298521 }, { "score": -2.899430513381958, "text": "Strategic Alliance Agreement", "probability": 2.892696373808716e-07 }, { "score": -3.587923765182495, "text": "This Strategic Alliance Agreement", "probability": 1.4530950759203265e-07 }, { "score": -4.251486778259277, "text": "Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement: The Acknowledgement Agreement to be entered into by Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association.", "probability": 7.48362946265174e-08 }, { "score": -4.449923992156982, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n[The remainder of this page left blank intentionally]\n\n10\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.", "probability": 6.136660383393246e-08 }, { "score": -4.55874490737915, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 5.5039156068950193e-08 }, { "score": -4.582129955291748, "text": "Strategic Alliance Agreement as the same may be amended in accordance with the terms hereof.", "probability": 5.376699550902996e-08 }, { "score": -4.658471584320068, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement: The Acknowledgement Agreement to be entered into by Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association.", "probability": 4.981510162370999e-08 }, { "score": -4.701866149902344, "text": "Agreement: This Strategic Alliance Agreement", "probability": 4.769962889737305e-08 }, { "score": -5.270623207092285, "text": "This Strategic Alliance Agreement as the same may be amended in accordance with the terms hereof.", "probability": 2.7008903225585506e-08 }, { "score": -5.288091659545898, "text": "Person: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 2.6541196433901467e-08 }, { "score": -5.298659324645996, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 2.6262194753261023e-08 }, { "score": -5.341096878051758, "text": "Strategic Alliance Agreement\n\nAGREEMENT made as of , 2013, between Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement: The Acknowledgement Agreement to be entered into by Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association.", "probability": 2.5171008849878694e-08 }, { "score": -5.414830207824707, "text": "Strategic Alliance", "probability": 2.3381837833012135e-08 }, { "score": -5.448762893676758, "text": "AGREEMENT made as of , 2013, between Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement: The Acknowledgement Agreement to be entered into by Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association.", "probability": 2.2601739541078806e-08 }, { "score": -5.6123809814453125, "text": "The existence of any of the following:", "probability": 1.91903737552216e-08 }, { "score": -5.799905776977539, "text": "Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;", "probability": 1.590898415522374e-08 }, { "score": -5.935701847076416, "text": "Strategic Alliance Agreement as the same may be amended in accordance with the terms hereof.\n\n1\n\n\n\n\n\nAncillary Agreements: The Acknowledgement Agreement, the Purchase Agreement and the Flow Agreement.\n\nBase Servicing Fee:", "probability": 1.3888871677713326e-08 }, { "score": -6.028005599975586, "text": "Person: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 1.266426398741272e-08 }, { "score": -6.061439514160156, "text": "The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 1.2247848068440685e-08 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__License Grant": [ { "text": "", "score": 11.77189826965332, "probability": 0.9999942038166952 }, { "score": -1.063033103942871, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.6659844476983236e-06 }, { "score": -1.4555490016937256, "text": "Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 1.800487551944785e-06 }, { "score": -3.5401997566223145, "text": "Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 2.2389160186239388e-07 }, { "score": -3.6953606605529785, "text": "Mortgage Loan: A loan originated and serviced by Freedom Mortgage and secured by a first lien on a one- to four- family residential property.\n\nMSR: The compensation owing to a servicer of a Mortgage Loan for servicing such loan.\n\nOrder: Any applicable order, judgment, ruling, injunction, assessment, award, decree, writ, temporary restraining order, or any other order of any nature enacted, issued, promulgated, enforced or entered by a Governmental Entity.\n\nParty: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 1.9171331603809226e-07 }, { "score": -3.9305577278137207, "text": "Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 1.5153309399100687e-07 }, { "score": -3.9742908477783203, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.450488994731643e-07 }, { "score": -4.525411605834961, "text": "Cherry Hill is duly licensed or qualified to do business in each jurisdiction where its ownership or leasing of assets or the conduct of its business requires such qualification, except where the failure to obtain such license or qualification would not reasonably be expected to have a Material Adverse Effect.", "probability": 8.359219590027311e-08 }, { "score": -4.591536045074463, "text": "Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 7.824349742901068e-08 }, { "score": -4.616419315338135, "text": "Party: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 7.632056695398908e-08 }, { "score": -4.909704685211182, "text": "Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 5.692058699964277e-08 }, { "score": -5.0113043785095215, "text": "Unless", "probability": 5.1421552431579504e-08 }, { "score": -5.12877082824707, "text": "(v) Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.5722519420605096e-08 }, { "score": -5.15170431137085, "text": "MSR: The compensation owing to a servicer of a Mortgage Loan for servicing such loan.\n\nOrder: Any applicable order, judgment, ruling, injunction, assessment, award, decree, writ, temporary restraining order, or any other order of any nature enacted, issued, promulgated, enforced or entered by a Governmental Entity.\n\nParty: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 4.46858751593252e-08 }, { "score": -5.2975921630859375, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.861997416348671e-08 }, { "score": -5.3602213859558105, "text": "Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 3.62754202978951e-08 }, { "score": -5.47819709777832, "text": "Cherry Hill has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as now conducted. Cherry Hill is duly licensed or qualified to do business in each jurisdiction where its ownership or leasing of assets or the conduct of its business requires such qualification, except where the failure to obtain such license or qualification would not reasonably be expected to have a Material Adverse Effect.", "probability": 3.223860583314711e-08 }, { "score": -5.705380916595459, "text": "Freedom Mortgage has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as now conducted. Freedom Mortgage is duly licensed or qualified to do business in each jurisdiction where its ownership or leasing of assets or the conduct of its business requires such qualification, except where the failure to obtain such license or qualification would not reasonably be expected to have a Material Adverse Effect.", "probability": 2.5686892812243943e-08 }, { "score": -5.77509880065918, "text": "Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 2.395705782524734e-08 }, { "score": -5.7800116539001465, "text": "Mortgage Loan: A loan originated and serviced by Freedom Mortgage and secured by a first lien on a one- to four- family residential property.\n\nMSR: The compensation owing to a servicer of a Mortgage Loan for servicing such loan.\n\nOrder: Any applicable order, judgment, ruling, injunction, assessment, award, decree, writ, temporary restraining order, or any other order of any nature enacted, issued, promulgated, enforced or entered by a Governmental Entity.\n\nParty: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 2.3839648958481864e-08 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Transferable License": [ { "text": "", "score": 12.020000457763672, "probability": 0.999988976897269 }, { "score": 0.0031597018241882324, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 6.0415389881973825e-06 }, { "score": -1.463852882385254, "text": "Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 1.3932598185241973e-06 }, { "score": -1.5960583686828613, "text": "The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 1.2207198287975865e-06 }, { "score": -2.7550599575042725, "text": "Party: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 3.8306105864157967e-07 }, { "score": -3.339860439300537, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 2.1344814374329384e-07 }, { "score": -3.390697956085205, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 2.0286817826008827e-07 }, { "score": -3.433548927307129, "text": "Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 1.9435870151907818e-07 }, { "score": -3.5225322246551514, "text": "Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 1.778111676636554e-07 }, { "score": -3.574525833129883, "text": "Purchase Agreement", "probability": 1.6880235321120702e-07 }, { "score": -3.743267059326172, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto", "probability": 1.4259198449574057e-07 }, { "score": -3.7710371017456055, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement", "probability": 1.3868667530844407e-07 }, { "score": -4.022404670715332, "text": "Purchase Agreement:", "probability": 1.0786168213240421e-07 }, { "score": -4.072634220123291, "text": "Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 1.0257765647740612e-07 }, { "score": -4.084968090057373, "text": "Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 1.0132024730503589e-07 }, { "score": -4.094736099243164, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 1.0033536818373145e-07 }, { "score": -4.118146896362305, "text": "Either Freedom Mortgage or Cherry Hill, as the context may require.", "probability": 9.801371909684887e-08 }, { "score": -4.2776713371276855, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 8.356151096256035e-08 }, { "score": -4.280322551727295, "text": "Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.", "probability": 8.334026487974718e-08 }, { "score": -4.469939708709717, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 6.894538347424799e-08 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.088772773742676, "probability": 0.9997571353139811 }, { "score": 3.5508933067321777, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.0001958576650647572 }, { "score": 1.2231993675231934, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.910011312027187e-05 }, { "score": 0.8949135541915894, "text": "Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 1.3755083215996619e-05 }, { "score": -0.1543365716934204, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.817033674308387e-06 }, { "score": -1.3188499212265015, "text": "Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 1.5032733574922565e-06 }, { "score": -1.509809970855713, "text": "Unless", "probability": 1.2419527250045935e-06 }, { "score": -1.9411343336105347, "text": "Party: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 8.068322963104215e-07 }, { "score": -1.9923396110534668, "text": "The existence of any of the following:", "probability": 7.665581486318461e-07 }, { "score": -2.0519962310791016, "text": "Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.", "probability": 7.221652118130882e-07 }, { "score": -2.198775291442871, "text": "Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 6.235786360761717e-07 }, { "score": -2.3018131256103516, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.", "probability": 5.625258245922575e-07 }, { "score": -2.3398845195770264, "text": "Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 5.415122288343365e-07 }, { "score": -2.3991873264312744, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 5.103326880685115e-07 }, { "score": -2.557643175125122, "text": "MSR: The compensation owing to a servicer of a Mortgage Loan for servicing such loan.\n\nOrder: Any applicable order, judgment, ruling, injunction, assessment, award, decree, writ, temporary restraining order, or any other order of any nature enacted, issued, promulgated, enforced or entered by a Governmental Entity.\n\nParty: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 4.355488647975876e-07 }, { "score": -2.6947596073150635, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.797414254292882e-07 }, { "score": -2.8024814128875732, "text": "Mortgage Loan: A loan originated and serviced by Freedom Mortgage and secured by a first lien on a one- to four- family residential property.\n\nMSR: The compensation owing to a servicer of a Mortgage Loan for servicing such loan.\n\nOrder: Any applicable order, judgment, ruling, injunction, assessment, award, decree, writ, temporary restraining order, or any other order of any nature enacted, issued, promulgated, enforced or entered by a Governmental Entity.\n\nParty: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 3.4096122329283363e-07 }, { "score": -2.879110813140869, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.\n\n7\n\n\n\n\n\nSection 6. Miscellaneous.\n\n(a) All notices or other communications hereunder shall be in writing and shall be deemed given if delivered by receipted hand delivery or mailed by prepaid registered or certified mail (return receipt requested) or by recognized overnight courier addressed as follows:\n\nIf to Freedom Mortgage to:\n\n\n\nFreedom Mortgage Company", "probability": 3.1580955437632985e-07 }, { "score": -2.929875612258911, "text": "Unless", "probability": 3.0017767722642283e-07 }, { "score": -2.9859061241149902, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 2.8382108149815094e-07 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.206995964050293, "probability": 0.9998738055083742 }, { "score": 3.167393922805786, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.00011860306320493434 }, { "score": -0.5966881513595581, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.7502731667244724e-06 }, { "score": -1.4224276542663574, "text": "Unless", "probability": 1.204374972306974e-06 }, { "score": -1.6772055625915527, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 9.334973347380525e-07 }, { "score": -2.275662899017334, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage", "probability": 5.131051379402826e-07 }, { "score": -2.350857734680176, "text": "Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 4.759372109497468e-07 }, { "score": -2.738959550857544, "text": "FREEDOM MORTGAGE CORPORATION", "probability": 3.2284880562227526e-07 }, { "score": -3.0677998065948486, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.3237300572095755e-07 }, { "score": -3.4533121585845947, "text": "(y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.5803736807330328e-07 }, { "score": -3.4592530727386475, "text": ".", "probability": 1.5710126504358615e-07 }, { "score": -3.558061122894287, "text": "Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.4232064103768345e-07 }, { "score": -3.6198229789733887, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.", "probability": 1.3379659400028402e-07 }, { "score": -3.750087261199951, "text": "Party: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 1.1745513245826168e-07 }, { "score": -4.12784481048584, "text": "Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.", "probability": 8.050335495014984e-08 }, { "score": -4.134653568267822, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party.", "probability": 7.99570889125934e-08 }, { "score": -4.137485027313232, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice.", "probability": 7.973101390205389e-08 }, { "score": -4.196334362030029, "text": "Any license, permit, authorization, approval or consent issued by a Governmental Entity.", "probability": 7.517429182000528e-08 }, { "score": -4.260141849517822, "text": "Cherry Hill.", "probability": 7.052743767072529e-08 }, { "score": -4.350803375244141, "text": "(x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 6.441459869281567e-08 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.717748641967773, "probability": 0.9999961679930668 }, { "score": -1.1306312084197998, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.6303761941531043e-06 }, { "score": -2.7252540588378906, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 5.339270953759155e-07 }, { "score": -3.9211769104003906, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.6147275884677458e-07 }, { "score": -4.623366832733154, "text": "Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 8.000959221960689e-08 }, { "score": -4.897143363952637, "text": "Unless", "probability": 6.084745528054382e-08 }, { "score": -5.2878570556640625, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 4.1167796291397204e-08 }, { "score": -5.340281009674072, "text": "(iv) No consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and no consents, waivers or approvals of, or filings or registrations by Cherry Hill with, any other third parties are necessary, in connection with the execution and delivery of this Agreement by Cherry Hill, and the completion by Cherry Hill of the Transactions.\n\n(v) Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.906521203920687e-08 }, { "score": -5.346310138702393, "text": "The existence of any of the following:", "probability": 3.883039142850213e-08 }, { "score": -5.438496112823486, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 3.541081387339723e-08 }, { "score": -5.744467735290527, "text": "Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.6076789504874277e-08 }, { "score": -5.859426498413086, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n[The remainder of this page left blank intentionally]\n\n10\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.", "probability": 2.3244925834824205e-08 }, { "score": -5.860383033752441, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 2.3222701872499674e-08 }, { "score": -5.913739204406738, "text": "Party: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 2.2016103405138946e-08 }, { "score": -5.969298362731934, "text": "The existence of any of the following:", "probability": 2.0826266452146018e-08 }, { "score": -6.011508941650391, "text": "(v) Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.9965472792745817e-08 }, { "score": -6.050708770751953, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n[The remainder of this page left blank intentionally]", "probability": 1.9197970920255913e-08 }, { "score": -6.063841342926025, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 1.894750044212646e-08 }, { "score": -6.0698065757751465, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.8834810634713493e-08 }, { "score": -6.084123134613037, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.", "probability": 1.856708200924599e-08 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.052827835083008, "probability": 0.99998199752868 }, { "score": 1.0137953758239746, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.606206203647241e-05 }, { "score": -1.951841950416565, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 8.276398109523729e-07 }, { "score": -2.7379555702209473, "text": "Unless", "probability": 3.770826631297924e-07 }, { "score": -4.018535614013672, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 1.0478224978029131e-07 }, { "score": -4.123663425445557, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 9.432597230089576e-08 }, { "score": -4.437989711761475, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 6.888443789876459e-08 }, { "score": -4.569223403930664, "text": "The existence of any of the following:", "probability": 6.04125337179275e-08 }, { "score": -4.63557767868042, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.", "probability": 5.6534005284607716e-08 }, { "score": -4.837521553039551, "text": ".", "probability": 4.619624169522372e-08 }, { "score": -4.901675224304199, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage", "probability": 4.332564725105431e-08 }, { "score": -4.92212438583374, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof", "probability": 4.244867136291587e-08 }, { "score": -5.195618152618408, "text": "Cherry Hill.", "probability": 3.229142924649056e-08 }, { "score": -5.205669403076172, "text": "Standby Trigger Event: The existence of any of the following:", "probability": 3.196848571549899e-08 }, { "score": -5.343817234039307, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party.", "probability": 2.7843589634930745e-08 }, { "score": -5.347604751586914, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice.", "probability": 2.7738331010873312e-08 }, { "score": -5.455162525177002, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect", "probability": 2.4909704688194038e-08 }, { "score": -5.458374500274658, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 2.482982369360452e-08 }, { "score": -5.465453624725342, "text": "Unless earlier terminated as provided below", "probability": 2.465467097699471e-08 }, { "score": -5.47007417678833, "text": "this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.4541015563733897e-08 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Source Code Escrow": [ { "text": "", "score": 12.183521270751953, "probability": 0.9999405701560141 }, { "score": 1.6707100868225098, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 2.7184309287590208e-05 }, { "score": 1.1256080865859985, "text": "The existence of any of the following:", "probability": 1.5760990669410483e-05 }, { "score": -0.35730522871017456, "text": "Standby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 3.5773583139280204e-06 }, { "score": -0.6432455778121948, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage;", "probability": 2.6876958837922465e-06 }, { "score": -0.902407169342041, "text": "Standby Trigger Event: The existence of any of the following:", "probability": 2.074090379532583e-06 }, { "score": -1.044089436531067, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 1.8000967601050332e-06 }, { "score": -1.4498412609100342, "text": "(iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 1.1997204780382637e-06 }, { "score": -1.7791162729263306, "text": "Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 8.631330594626212e-07 }, { "score": -1.829269289970398, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 8.20911940290632e-07 }, { "score": -1.8650816679000854, "text": "or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 7.920333239980372e-07 }, { "score": -2.324218273162842, "text": "Trigger Event: The existence of any of the following:", "probability": 5.004295659209676e-07 }, { "score": -2.4447035789489746, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 4.436258627045414e-07 }, { "score": -2.6712608337402344, "text": "Standby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage;", "probability": 3.5369122998734247e-07 }, { "score": -2.6855592727661133, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 3.4866998105948966e-07 }, { "score": -2.9898054599761963, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 2.57206605558182e-07 }, { "score": -3.217463731765747, "text": "Standby Trigger Event:", "probability": 2.0483840557760168e-07 }, { "score": -3.2451229095458984, "text": "The existence of any of the following", "probability": 1.992503800434815e-07 }, { "score": -3.325742244720459, "text": "The", "probability": 1.8381740299725812e-07 }, { "score": -3.3580451011657715, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage;", "probability": 1.7797445582958702e-07 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Post-Termination Services": [ { "text": "", "score": 12.347698211669922, "probability": 0.9901183026122437 }, { "score": 7.721876621246338, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.009698806562575523 }, { "score": 2.63584566116333, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 5.9962967422992226e-05 }, { "score": 1.7258906364440918, "text": "Unless", "probability": 2.4137632505080832e-05 }, { "score": 1.670636534690857, "text": "The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.", "probability": 2.284010622435354e-05 }, { "score": 1.259830355644226, "text": "The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.", "probability": 1.5145627198555634e-05 }, { "score": 1.0945460796356201, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.", "probability": 1.2838231826020757e-05 }, { "score": 0.9729714393615723, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage", "probability": 1.136857466074554e-05 }, { "score": 0.8188197612762451, "text": "Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.\n\n(b) Freedom Mortgage agrees that if a Standby Issuer (as defined in the Acknowledgement Agreement) has not yet been appointed, upon the occurrence of a Standby Trigger Event, it shall designate a Standby Issuer reasonably satisfactory to Cherry Hill and shall use its commercially reasonable efforts to cause such Standby Issuer to agree to act as such and to be accepted by Ginnie Mae as the Standby Issuer referred to in the Acknowledgement Agreement. Any costs or expenses incurred in connection with such designation, agreement and/or approval shall be paid by Freedom Mortgage.\n\n(c) Cherry Hill agrees that upon the request of Freedom Mortgage, Cherry Hill shall cooperate with Freedom Mortgage's efforts to cause the Acknowledgement Agreement to be revised or replaced with an alternative arrangement proposed by Freedom Mortgage that is acceptable to Ginnie Mae and that will provide Cherry Hill with benefits, rights and remedies that are, in the reasonable judgment of Cherry Hill, not materially less favorable than those provided under the Acknowledgement Agreement.\n\n4\n\n\n\n\n\n(d) The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.", "probability": 9.744482838839844e-06 }, { "score": 0.7852935791015625, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 9.423203263526419e-06 }, { "score": -0.36594247817993164, "text": "Unless earlier terminated as provided below", "probability": 2.9800468525018505e-06 }, { "score": -0.6753649115562439, "text": "(d) The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.", "probability": 2.186969049005143e-06 }, { "score": -0.7601113319396973, "text": "Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.009267381774086e-06 }, { "score": -0.7695763111114502, "text": "The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer", "probability": 1.990339425517159e-06 }, { "score": -0.8300957679748535, "text": "(v) Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.8734576475068164e-06 }, { "score": -1.0782759189605713, "text": "The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer", "probability": 1.4617079516930545e-06 }, { "score": -1.1411118507385254, "text": ".", "probability": 1.3726863374142735e-06 }, { "score": -1.214613437652588, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party.", "probability": 1.2754104689573604e-06 }, { "score": -1.3067271709442139, "text": "(d) The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.", "probability": 1.1631761571433554e-06 }, { "score": -1.3472905158996582, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not: (i) conflict with or result in a breach or violation of or a default under any provision of the organizational documents of Cherry Hill; (ii) violate any Law applicable to Cherry Hill or any of its material properties or assets or enable any Person to enjoin the Transactions; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the properties or assets of Cherry Hill under any of the terms, conditions or provisions of any material contract to which Cherry Hill is a party, or by which it or any of its properties or assets may be bound or affected.", "probability": 1.1169379690190991e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Audit Rights": [ { "text": "", "score": 12.223014831542969, "probability": 0.999999821631605 }, { "score": -4.1130828857421875, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 8.041236366520283e-08 }, { "score": -5.4746503829956055, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n[The remainder of this page left blank intentionally]\n\n10\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.", "probability": 2.0606373971725527e-08 }, { "score": -6.252111434936523, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 9.47009929252847e-09 }, { "score": -6.565713405609131, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 6.920841881637719e-09 }, { "score": -6.658652305603027, "text": "IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.", "probability": 6.306611461352668e-09 }, { "score": -6.778579235076904, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n[The remainder of this page left blank intentionally]", "probability": 5.593871323695706e-09 }, { "score": -6.833896636962891, "text": "This Agreement has been duly and validly executed and delivered by Cherry Hill and constitutes the valid and binding obligation of Cherry Hill, enforceable against Cherry Hill in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity.\n\n6\n\n\n\n\n\n(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 5.2928359047036844e-09 }, { "score": -6.854249000549316, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not: (i) conflict with or result in a breach or violation of or a default under any provision of the organizational documents of Cherry Hill; (ii) violate any Law applicable to Cherry Hill or any of its material properties or assets or enable any Person to enjoin the Transactions; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the properties or assets of Cherry Hill under any of the terms, conditions or provisions of any material contract to which Cherry Hill is a party, or by which it or any of its properties or assets may be bound or affected.", "probability": 5.186202980741134e-09 }, { "score": -6.95881462097168, "text": "The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 4.67129439691915e-09 }, { "score": -7.057084083557129, "text": "(ii) Cherry Hill has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of this Agreement by Cherry Hill and the completion by Cherry Hill of the Transactions have been duly and validly authorized by all necessary corporate action of Cherry Hill. This Agreement has been duly and validly executed and delivered by Cherry Hill and constitutes the valid and binding obligation of Cherry Hill, enforceable against Cherry Hill in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity.\n\n6\n\n\n\n\n\n(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 4.234082863430827e-09 }, { "score": -7.077685356140137, "text": "The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 4.147747728500129e-09 }, { "score": -7.112040042877197, "text": "The existence of any of the following:", "probability": 4.007673042200813e-09 }, { "score": -7.20240592956543, "text": "(iii", "probability": 3.661397471931679e-09 }, { "score": -7.287459373474121, "text": "(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not: (i) conflict with or result in a breach or violation of or a default under any provision of the organizational documents of Cherry Hill; (ii) violate any Law applicable to Cherry Hill or any of its material properties or assets or enable any Person to enjoin the Transactions; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the properties or assets of Cherry Hill under any of the terms, conditions or provisions of any material contract to which Cherry Hill is a party, or by which it or any of its properties or assets may be bound or affected.\n\n(iv) No consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and no consents, waivers or approvals of, or filings or registrations by Cherry Hill with, any other third parties are necessary, in connection with the execution and delivery of this Agreement by Cherry Hill, and the completion by Cherry Hill of the Transactions.", "probability": 3.3628588269229283e-09 }, { "score": -7.3365702629089355, "text": "Standby Trigger Event: The existence of any of the following:", "probability": 3.201695662928053e-09 }, { "score": -7.4196062088012695, "text": "(ii) Freedom Mortgage has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of this Agreement by Freedom Mortgage and the completion by Freedom Mortgage of the Transactions have been duly and validly authorized by all necessary corporate action of Freedom Mortgage. This Agreement has been duly and validly executed and delivered by Freedom Mortgage and constitutes the valid and binding obligation of Freedom Mortgage, enforceable against Freedom Mortgage in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity.\n\n(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Freedom Mortgage with any of the terms or provisions hereof will not:", "probability": 2.946578357133482e-09 }, { "score": -7.438473224639893, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n[The remainder of this page left blank intentionally]\n\n10\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.\n\n FREEDOM MORTGAGE CORPORATION\n\nBy:\n\n Name: Title:\n\nCHERRY HILL MORTGAGE INVESTMENT CORP.", "probability": 2.8915063722340083e-09 }, { "score": -7.478819370269775, "text": "(iii)", "probability": 2.7771673149597105e-09 }, { "score": -7.515481948852539, "text": "iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not:", "probability": 2.677193055186602e-09 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Uncapped Liability": [ { "text": "", "score": 12.348175048828125, "probability": 0.9787914032928352 }, { "score": 8.172883987426758, "text": "FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.015044725839596767 }, { "score": 7.01998233795166, "text": "The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached.", "probability": 0.0047499107944230425 }, { "score": 4.775962829589844, "text": "The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.", "probability": 0.0005036399401854797 }, { "score": 4.1691060066223145, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.00027451469285526823 }, { "score": 3.904398202896118, "text": "FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY", "probability": 0.00021067085396036058 }, { "score": 3.8969833850860596, "text": "It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.\n\n9\n\n\n\n\n\n(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.00020911454496460555 }, { "score": 2.3176028728485107, "text": "would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.\n\n9\n\n\n\n\n\n(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 4.3099080019545496e-05 }, { "score": 2.2623178958892822, "text": "FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n[The remainder of this page left blank intentionally]\n\n10\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.", "probability": 4.078101582296654e-05 }, { "score": 1.9708698987960815, "text": "It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.", "probability": 3.047079480744789e-05 }, { "score": 1.6550405025482178, "text": "CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 2.2218811197718806e-05 }, { "score": 1.1357452869415283, "text": "HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 1.3218852967512984e-05 }, { "score": 1.0989134311676025, "text": "The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached. It", "probability": 1.2740835259267072e-05 }, { "score": 0.9691290855407715, "text": "The", "probability": 1.1190082157238528e-05 }, { "score": 0.968218207359314, "text": "(i) The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached.", "probability": 1.1179893996343941e-05 }, { "score": 0.7810492515563965, "text": "FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n[The remainder of this page left blank intentionally]", "probability": 9.271526438186385e-06 }, { "score": 0.5167664289474487, "text": "Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.", "probability": 7.118273483359658e-06 }, { "score": 0.3767380714416504, "text": "FRE", "probability": 6.188154191473179e-06 }, { "score": 0.08618998527526855, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 4.627833185464739e-06 }, { "score": -0.08111214637756348, "text": ".", "probability": 3.914887652696054e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Cap On Liability": [ { "text": "", "score": 12.155967712402344, "probability": 0.7102537957831592 }, { "score": 11.088254928588867, "text": "FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.24418095790964164 }, { "score": 8.30172061920166, "text": "The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.\n\n9\n\n\n\n\n\n(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.015049959073328241 }, { "score": 8.044872283935547, "text": "FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY", "probability": 0.011640925349751712 }, { "score": 7.751378059387207, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.008680097071797645 }, { "score": 6.04755973815918, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.0015796675140809441 }, { "score": 5.74096155166626, "text": "The existence of any of the following:", "probability": 0.0011625503905802184 }, { "score": 5.542428016662598, "text": "Standby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0009532125852107924 }, { "score": 5.516199111938477, "text": "CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.0009285358990454604 }, { "score": 5.433627128601074, "text": "It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.\n\n9\n\n\n\n\n\n(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.0008549449322971443 }, { "score": 5.39742374420166, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.0008245466134303349 }, { "score": 5.258338451385498, "text": "The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.\n\n9\n\n\n\n\n\n(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY", "probability": 0.0007174823750752239 }, { "score": 5.083860874176025, "text": "The existence of any of the following:", "probability": 0.0006026103521972889 }, { "score": 5.0093488693237305, "text": "FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n[The remainder of this page left blank intentionally]\n\n10\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.", "probability": 0.0005593407180118324 }, { "score": 5.000391960144043, "text": "The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached.", "probability": 0.0005543531240577422 }, { "score": 4.745530128479004, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.00042963673962076286 }, { "score": 4.468174934387207, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations;", "probability": 0.0003255724006602475 }, { "score": 4.294500350952148, "text": "or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 0.00027366651936817097 }, { "score": 4.070728302001953, "text": "The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached.", "probability": 0.0002187956597174281 }, { "score": 4.02659273147583, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide;", "probability": 0.0002093489889680032 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Liquidated Damages": [ { "text": "", "score": 12.101144790649414, "probability": 0.9981064846795252 }, { "score": 4.549340724945068, "text": "The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached.", "probability": 0.0005241674435171578 }, { "score": 4.109729290008545, "text": "As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.", "probability": 0.0003377141227894369 }, { "score": 3.976438522338867, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.0002955709706360722 }, { "score": 3.6649281978607178, "text": "Base Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.", "probability": 0.0002164584592479107 }, { "score": 3.5344369411468506, "text": "MSR: The compensation owing to a servicer of a Mortgage Loan for servicing such loan.", "probability": 0.0001899778332359022 }, { "score": 3.3774869441986084, "text": "As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.", "probability": 0.00016238294459189787 }, { "score": 1.814242959022522, "text": "The existence of any of the following:", "probability": 3.401200042606848e-05 }, { "score": 1.4716696739196777, "text": "As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing.", "probability": 2.414651663424868e-05 }, { "score": 1.3955682516098022, "text": "As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.", "probability": 2.237711329496385e-05 }, { "score": 1.0652687549591064, "text": "Base Servicing Fee:", "probability": 1.6082620421130645e-05 }, { "score": 1.0268688201904297, "text": "Base Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing.", "probability": 1.5476755872182244e-05 }, { "score": 0.9507673978805542, "text": "Base Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.", "probability": 1.4342653428490889e-05 }, { "score": 0.4254112243652344, "text": "Excess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee", "probability": 8.481452168203534e-06 }, { "score": 0.1723572015762329, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 6.585219438304575e-06 }, { "score": 0.035667598247528076, "text": "The compensation owing to a servicer of a Mortgage Loan for servicing such loan.", "probability": 5.743897892861771e-06 }, { "score": 0.015685319900512695, "text": "As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property", "probability": 5.630260870837835e-06 }, { "score": -0.11330294609069824, "text": "Excess MSR:", "probability": 4.948910794918525e-06 }, { "score": -0.15294933319091797, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations;", "probability": 4.756542904645122e-06 }, { "score": -0.17354035377502441, "text": "As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee", "probability": 4.659602309808649e-06 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Warranty Duration": [ { "text": "", "score": 11.79452133178711, "probability": 0.6330445897687492 }, { "score": 11.22043228149414, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.35654191669977237 }, { "score": 7.508456707000732, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.008710038724617317 }, { "score": 4.987281799316406, "text": "Collection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 0.0006999833913698601 }, { "score": 4.233365058898926, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 0.00032935620917658593 }, { "score": 3.604006290435791, "text": "Unless", "probability": 0.00017552493266221814 }, { "score": 2.9974160194396973, "text": "Any such notice or communication shall be deemed to have been given: (i) as of the date delivered by hand; (ii) three (3) Business Days after being delivered to the U.S. mail, postage prepaid; or (iii) one (1) Business Day after being delivered to the overnight courier.", "probability": 9.569737113909908e-05 }, { "score": 2.7960152626037598, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill", "probability": 7.824070773941292e-05 }, { "score": 2.6328883171081543, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 6.646417800714627e-05 }, { "score": 2.20656156539917, "text": "The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.", "probability": 4.33946592262177e-05 }, { "score": 2.0364267826080322, "text": "The existence of any of the following:", "probability": 3.660561307813649e-05 }, { "score": 1.7370328903198242, "text": "this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.713454662231659e-05 }, { "score": 1.7305798530578613, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof", "probability": 2.6960010132777368e-05 }, { "score": 1.6979081630706787, "text": ".", "probability": 2.6093414693568e-05 }, { "score": 1.515748381614685, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 2.1748030255013158e-05 }, { "score": 1.4301042556762695, "text": ", this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.9962970141698312e-05 }, { "score": 1.2389039993286133, "text": "(x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.64887578812724e-05 }, { "score": 1.1279470920562744, "text": "later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.4757064258109158e-05 }, { "score": 1.0046782493591309, "text": "Unless", "probability": 1.3045627996216816e-05 }, { "score": 0.9209086894989014, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.1997322481260415e-05 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Insurance": [ { "text": "", "score": 12.10481071472168, "probability": 0.9999951604637862 }, { "score": -1.079939365386963, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 1.8790299099277665e-06 }, { "score": -1.8743736743927002, "text": "The existence of any of the following:", "probability": 8.4901479138372e-07 }, { "score": -1.9359710216522217, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 7.982958443586483e-07 }, { "score": -3.28768253326416, "text": "(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 2.0659652764660114e-07 }, { "score": -3.481815814971924, "text": "Standby Trigger Event: The existence of any of the following:", "probability": 1.7014218463836217e-07 }, { "score": -3.5200419425964355, "text": "(i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 1.6376104785894124e-07 }, { "score": -3.5434131622314453, "text": "Standby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 1.5997813032861466e-07 }, { "score": -3.874669075012207, "text": "Trigger Event: The existence of any of the following:", "probability": 1.1486772025600461e-07 }, { "score": -3.9362664222717285, "text": "Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 1.0800568454392954e-07 }, { "score": -4.296104907989502, "text": "(iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 7.536518075750277e-08 }, { "score": -4.780994415283203, "text": "or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 4.640725790627179e-08 }, { "score": -4.869148254394531, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 4.249141384239164e-08 }, { "score": -4.9307451248168945, "text": "Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 3.9953055718480585e-08 }, { "score": -4.934019088745117, "text": "Unless", "probability": 3.98224647469497e-08 }, { "score": -5.096171855926514, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.\n\nSection 5. Term and Termination.\n\n(a) Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "probability": 3.3861491567385565e-08 }, { "score": -5.188472747802734, "text": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.", "probability": 3.087594910980084e-08 }, { "score": -5.195684909820557, "text": "The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage;", "probability": 3.065406784594593e-08 }, { "score": -5.310085773468018, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 2.7340373956698503e-08 }, { "score": -5.4797821044921875, "text": "(ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.", "probability": 2.3073117105961057e-08 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Covenant Not To Sue": [ { "score": 12.934632301330566, "text": "Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement.", "probability": 0.3895724122641752 }, { "score": 12.382322311401367, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.", "probability": 0.2242451266481131 }, { "score": 12.20997428894043, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.", "probability": 0.1887440277295963 }, { "text": "", "score": 12.082923889160156, "probability": 0.1662248428163925 }, { "score": 9.596220970153809, "text": "FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.013827210521379632 }, { "score": 8.696247100830078, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.", "probability": 0.005621871178215411 }, { "score": 8.423955917358398, "text": "Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement", "probability": 0.004281799541626157 }, { "score": 7.12807559967041, "text": "Each Party irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding between any of the Parties arising out of this Agreement or the Transactions in (i) any New York State court sitting in New York County, and (ii) any Federal court of the United States sitting in New York County in the State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.", "probability": 0.001171743789003425 }, { "score": 7.088525772094727, "text": "Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement.\n\n(b) Cherry Hill represents and warrants to Freedom Mortgage that the statements contained in this Section 4(b) are true and correct in all material respects as of the date of this Agreement (or, if made as of a different specified date, as of such date) and will be true and correct in all material respects as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4(b)) and as of the date of any purchase and sale of Excess MSRs as contemplated hereby.", "probability": 0.0011263059756496346 }, { "score": 6.8281450271606445, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement", "probability": 0.0008681094174303008 }, { "score": 6.749640464782715, "text": "(vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.", "probability": 0.0008025652830458062 }, { "score": 6.6854472160339355, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement", "probability": 0.000752664782364251 }, { "score": 6.443876266479492, "text": "Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions", "probability": 0.0005911377105170405 }, { "score": 6.368544578552246, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions", "probability": 0.0005482422849469475 }, { "score": 6.184057712554932, "text": "(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.00045588037932420413 }, { "score": 6.1350908279418945, "text": "(vi) Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement.", "probability": 0.0004340950695804935 }, { "score": 5.54856014251709, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions", "probability": 0.00024146701478421667 }, { "score": 5.313767433166504, "text": "(i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement.", "probability": 0.00019093635825504385 }, { "score": 5.228414535522461, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened", "probability": 0.00017531551124735597 }, { "score": 4.884088516235352, "text": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge,", "probability": 0.00012424572435289194 } ], "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.061824798583984, "probability": 0.999673168476019 }, { "score": 3.438599109649658, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 0.00017982029374129477 }, { "score": 2.394221305847168, "text": "Cherry Hill Mortgage Investment Corp.,", "probability": 6.328068702348986e-05 }, { "score": 1.7171281576156616, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp.,", "probability": 3.215239788037551e-05 }, { "score": 0.6230428218841553, "text": "Cherry Hill", "probability": 1.0766093408165937e-05 }, { "score": 0.23009514808654785, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party", "probability": 7.2678028362821744e-06 }, { "score": 0.14577150344848633, "text": "Freedom Mortgage Corporation", "probability": 6.680082767951749e-06 }, { "score": -0.05405020713806152, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill", "probability": 5.4701643806921e-06 }, { "score": -0.12117940187454224, "text": "Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following:", "probability": 5.1150106042096306e-06 }, { "score": -0.8618674278259277, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns;", "probability": 2.438764226865517e-06 }, { "score": -0.9292864799499512, "text": "Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill", "probability": 2.2797650615684277e-06 }, { "score": -1.0423985719680786, "text": "No consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and no consents, waivers or approvals of, or filings or registrations by Cherry Hill with, any other third parties are necessary, in connection with the execution and delivery of this Agreement by Cherry Hill, and the completion by Cherry Hill of the Transactions.", "probability": 2.035945443624778e-06 }, { "score": -1.241020917892456, "text": "Freedom Mortgage", "probability": 1.6691891282145333e-06 }, { "score": -1.4749879837036133, "text": "Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.", "probability": 1.3209760441351164e-06 }, { "score": -1.5259959697723389, "text": "Either Freedom Mortgage or Cherry Hill, as the context may require.", "probability": 1.2552853341909242e-06 }, { "score": -1.542252540588379, "text": "This", "probability": 1.2350436750244064e-06 }, { "score": -1.606379508972168, "text": "Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill", "probability": 1.1583300611788392e-06 }, { "score": -1.6476032733917236, "text": "Any such notice or communication shall be deemed to have been given: (i) as of the date delivered by hand; (ii) three (3) Business Days after being delivered to the U.S. mail, postage prepaid; or (iii) one (1) Business Day after being delivered to the overnight courier.\n\n(b) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "probability": 1.1115501816024516e-06 }, { "score": -1.8595842123031616, "text": "(\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp.,", "probability": 8.992219964767731e-07 }, { "score": -1.88698148727417, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns", "probability": 8.749201859527814e-07 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Document Name": [ { "score": 14.238340377807617, "text": "STRATEGIC ALLIANCE AGREEMENT", "probability": 0.642057257478268 }, { "score": 13.46759033203125, "text": "MANUFACTURING AGREEMENT", "probability": 0.2970580101320105 }, { "text": "", "score": 10.935327529907227, "probability": 0.02360986511217072 }, { "score": 10.6065092086792, "text": "MANUFACTURING AGREEMENT 7.1 The Parties agree that they shall on or following the date of this Agreement, enter into the Manufacturing Agreement which shall govern the manner and terms upon which they will co-operate and fulfil their respective obligations to each other relating to the W2E Equipment and the SHBV Technologies (including the quantity of SHBV Boilers, primary chambers, secondary chambers and economisers that SHBV shall supply, their price and timetable for delivery). 7.2 Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement", "probability": 0.016993761679626157 }, { "score": 10.270841598510742, "text": "MANUFACTURING AGREEMENT 7.1 The Parties agree that they shall on or following the date of this Agreement, enter into the Manufacturing Agreement", "probability": 0.012148172008831016 }, { "score": 7.953932762145996, "text": "STRATEGIC ALLIANCE AGREEMENT\n\n 1", "probability": 0.0011975404999573587 }, { "score": 7.748356342315674, "text": "ALLIANCE AGREEMENT", "probability": 0.0009750109769127583 }, { "score": 7.709005832672119, "text": "STRATEGIC ALLIANCE AGREEMENT\n\n 1\n\n\n\n\n\n THIS AGREEMENT", "probability": 0.0009373888770410476 }, { "score": 7.554607391357422, "text": "ATEGIC ALLIANCE AGREEMENT", "probability": 0.0008032771345262992 }, { "score": 7.541496276855469, "text": "Manufacturing Agreement", "probability": 0.0007928140174863791 }, { "score": 7.357907295227051, "text": "Manufacturing Agreement which shall govern the manner and terms upon which they will co-operate and fulfil their respective obligations to each other relating to the W2E Equipment and the SHBV Technologies (including the quantity of SHBV Boilers, primary chambers, secondary chambers and economisers that SHBV shall supply, their price and timetable for delivery). 7.2 Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement", "probability": 0.0006598415181809971 }, { "score": 7.332870960235596, "text": "7. MANUFACTURING AGREEMENT", "probability": 0.0006435265900917904 }, { "score": 7.022239685058594, "text": "Manufacturing Agreement", "probability": 0.00047169475555498613 }, { "score": 6.7569684982299805, "text": "Manufacturing Agreement which shall govern the manner and terms upon which they will co-operate and fulfil their respective obligations to each other relating to the W2E Equipment and the SHBV Technologies (including the quantity of SHBV Boilers, primary chambers, secondary chambers and economisers that SHBV shall supply, their price and timetable for delivery). 7.2 Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement", "probability": 0.0003617888973458977 }, { "score": 6.444334983825684, "text": "STRATEGIC ALLIANCE AGREEMENT\n\n 1\n\n\n\n\n\n THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010", "probability": 0.00026465507405408614 }, { "score": 6.291766166687012, "text": "Manufacturing Agreement which shall govern the manner and terms upon which they will co-operate and fulfil their respective obligations to each other relating to the W2E Equipment and the SHBV Technologies (including the quantity of SHBV Boilers, primary chambers, secondary chambers and economisers that SHBV shall supply, their price and timetable for delivery). 7.2 Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement within 1 DAY DN 20/5/2010 of the Commencement Date. 7.3 The Manufacturing Agreement", "probability": 0.00022720633143219254 }, { "score": 6.255519866943359, "text": "STRATEGIC ALLIANCE AGRE", "probability": 0.00021911840677975715 }, { "score": 6.231453895568848, "text": "GIC ALLIANCE AGREEMENT", "probability": 0.0002139080570099595 }, { "score": 6.153110980987549, "text": "Manufacturing Agreement", "probability": 0.0001977895067489638 }, { "score": 5.9861321449279785, "text": "IC ALLIANCE AGREEMENT", "probability": 0.0001673729459711215 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Parties": [ { "score": 12.193710327148438, "text": "SHBV", "probability": 0.08472715247120396 }, { "score": 11.894351959228516, "text": "SHBV (HONG KONG) LTD. and WASTE2ENERGY GROUP HOLDINGS PLC\n\n STRATEGIC ALLIANCE AGREEMENT\n\n 1\n\n\n\n\n\n THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010 PARTIES (1) SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and Convention Plaza, 1 Harbour Rd, Hong Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (\"W2E", "probability": 0.06280770484951197 }, { "score": 11.868196487426758, "text": "SHBV (HONG KONG) LTD. and WASTE2ENERGY GROUP HOLDINGS PLC\n\n STRATEGIC ALLIANCE AGREEMENT\n\n 1\n\n\n\n\n\n THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010 PARTIES (1) SHBV", "probability": 0.06118623725860043 }, { "score": 11.82792854309082, "text": "WASTE2ENERGY GROUP HOLDINGS PLC\n\n STRATEGIC ALLIANCE AGREEMENT\n\n 1\n\n\n\n\n\n THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010 PARTIES (1) SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and Convention Plaza, 1 Harbour Rd, Hong Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (\"W2E", "probability": 0.05877134102168129 }, { "score": 11.806318283081055, "text": "SHBV (HONG KONG) LTD. and WASTE2ENERGY GROUP HOLDINGS PLC", "probability": 0.05751490194503615 }, { "score": 11.801773071289062, "text": "WASTE2ENERGY GROUP HOLDINGS PLC\n\n STRATEGIC ALLIANCE AGREEMENT\n\n 1\n\n\n\n\n\n THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010 PARTIES (1) SHBV", "probability": 0.0572540777341691 }, { "text": "", "score": 11.769375801086426, "probability": 0.055428926500977804 }, { "score": 11.73989486694336, "text": "WASTE2ENERGY GROUP HOLDINGS PLC", "probability": 0.05381868234381988 }, { "score": 11.704843521118164, "text": "SHBV (HONG KONG) LTD. and WASTE2ENERGY GROUP HOLDINGS PLC\n\n STRATEGIC ALLIANCE AGREEMENT\n\n 1\n\n\n\n\n\n THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010 PARTIES (1) SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and Convention Plaza, 1 Harbour Rd, Hong Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (\"W2E\"), each a \"Party\" and together the \"Parties\".", "probability": 0.05196494291566151 }, { "score": 11.638420104980469, "text": "WASTE2ENERGY GROUP HOLDINGS PLC\n\n STRATEGIC ALLIANCE AGREEMENT\n\n 1\n\n\n\n\n\n THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010 PARTIES (1) SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and Convention Plaza, 1 Harbour Rd, Hong Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (\"W2E\"), each a \"Party\" and together the \"Parties\".", "probability": 0.04862539378864559 }, { "score": 11.621854782104492, "text": "SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and Convention Plaza, 1 Harbour Rd, Hong Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (\"W2E", "probability": 0.047826533398563666 }, { "score": 11.604846954345703, "text": "WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (\"W2E", "probability": 0.047019986206227604 }, { "score": 11.595699310302734, "text": "SHBV", "probability": 0.046591825426393244 }, { "score": 11.542058944702148, "text": "SHBV (HONG KONG) LTD. and WASTE2ENERGY GROUP HOLDINGS PLC\n\n STRATEGIC ALLIANCE AGREEMENT\n\n 1\n\n\n\n\n\n THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010 PARTIES (1) SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and Convention Plaza, 1 Harbour Rd, Hong Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC", "probability": 0.04415846935878119 }, { "score": 11.475635528564453, "text": "WASTE2ENERGY GROUP HOLDINGS PLC\n\n STRATEGIC ALLIANCE AGREEMENT\n\n 1\n\n\n\n\n\n THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010 PARTIES (1) SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and Convention Plaza, 1 Harbour Rd, Hong Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC", "probability": 0.04132060657046219 }, { "score": 11.43234634399414, "text": "SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and Convention Plaza, 1 Harbour Rd, Hong Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (\"W2E\"), each a \"Party\" and together the \"Parties\".", "probability": 0.039570034980026036 }, { "score": 11.415336608886719, "text": "WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (\"W2E\"), each a \"Party\" and together the \"Parties\".", "probability": 0.03890265126806252 }, { "score": 11.332961082458496, "text": "SHBV (HONG KONG) LTD.", "probability": 0.03582646542117142 }, { "score": 11.269561767578125, "text": "SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and Convention Plaza, 1 Harbour Rd, Hong Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC", "probability": 0.03362559601051254 }, { "score": 11.252552032470703, "text": "WASTE2ENERGY GROUP HOLDINGS PLC", "probability": 0.033058470530491886 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": [ { "score": 14.961315155029297, "text": "19 DAY OF MAY , 2010", "probability": 0.7500407273808284 }, { "score": 13.448570251464844, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement.", "probability": 0.16523729704889345 }, { "score": 12.14453125, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement.", "probability": 0.04485089766811356 }, { "text": "", "score": 11.268678665161133, "probability": 0.018680702111484662 }, { "score": 11.114608764648438, "text": "THE 19 DAY OF MAY , 2010", "probability": 0.016013323874354564 }, { "score": 9.432244300842285, "text": "THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010", "probability": 0.0029774185122879793 }, { "score": 7.587940216064453, "text": "MAY , 2010", "probability": 0.0004708350631288516 }, { "score": 7.335258483886719, "text": "19 DAY OF MAY ,", "probability": 0.0003657046776674045 }, { "score": 6.9444260597229, "text": "ON THE 19 DAY OF MAY , 2010", "probability": 0.0002473968412040474 }, { "score": 6.777541160583496, "text": "MADE ON THE 19 DAY OF MAY , 2010", "probability": 0.0002093712082923279 }, { "score": 6.588184833526611, "text": "DAY OF MAY , 2010", "probability": 0.00017325291541313696 }, { "score": 6.498443126678467, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement", "probability": 0.00015838214607612625 }, { "score": 6.333807945251465, "text": "OF MAY , 2010", "probability": 0.0001343402253684379 }, { "score": 6.255587100982666, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement", "probability": 0.00012423249045636267 }, { "score": 5.7646684646606445, "text": ", 2010", "probability": 7.603821910502416e-05 }, { "score": 5.753637313842773, "text": "19", "probability": 7.520403948177231e-05 }, { "score": 5.206595420837402, "text": "19 DAY OF MAY , 2010 PARTIES", "probability": 4.351749551665093e-05 }, { "score": 5.19266414642334, "text": "IS MADE ON THE 19 DAY OF MAY , 2010", "probability": 4.2915444749178815e-05 }, { "score": 5.169391632080078, "text": "the date given at the beginning of this Agreement.", "probability": 4.192822652767926e-05 }, { "score": 5.031139373779297, "text": "AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010", "probability": 3.6514411050316014e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Effective Date": [ { "score": 15.78676700592041, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement.", "probability": 0.33229028727950677 }, { "score": 15.681414604187012, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement.", "probability": 0.2990636851218518 }, { "score": 14.796032905578613, "text": "19 DAY OF MAY , 2010", "probability": 0.1233807183253149 }, { "score": 14.27050495147705, "text": "This Agreement shall not take effect until it has been executed by both the Parties. This Agreement may be validly exchanged and delivered by fax. 21.13 Severability 21.13.1 If any Clause, or part of a Clause, of this Agreement, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision in question is not of a fundamental nature to the Agreement as a whole, the legality, validity or enforceability of the remainder of this Agreement (including the remainder of the Clause or sub Clause which contains the relevant provision) shall not be affected. 21.13.2 If the foregoing applies, the Parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to the 18\n\n\n\n\n\n Agreement which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the Clause, or the part of the Clause, in question. 22 GOVERNING LAW 22.1 This Agreement is governed by English law. 22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales. This Agreement shall come into force on the date given at the beginning of this Agreement.", "probability": 0.07294800241930338 }, { "score": 14.240389823913574, "text": "This Agreement shall not take effect until it has been executed by both the Parties.", "probability": 0.0707839134804908 }, { "score": 13.210036277770996, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 0.025261417153308995 }, { "score": 12.965709686279297, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 0.01978554511758152 }, { "score": 12.883248329162598, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice.", "probability": 0.01821946028737547 }, { "score": 12.6710205078125, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice.", "probability": 0.014735542727527653 }, { "score": 12.523002624511719, "text": "This Agreement shall not take effect until it has been executed by both the Parties.", "probability": 0.012708163277839421 }, { "text": "", "score": 11.684032440185547, "probability": 0.005491900554631855 }, { "score": 11.072698593139648, "text": "THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010", "probability": 0.0029800513543791064 }, { "score": 9.999471664428711, "text": "THE 19 DAY OF MAY , 2010", "probability": 0.001018889801547667 }, { "score": 8.803400039672852, "text": "This Agreement shall not take effect until it has been executed by both the Parties", "probability": 0.0003080916362136121 }, { "score": 8.551424980163574, "text": "Commencement Date means the date of this Agreement;", "probability": 0.00023946857547938965 }, { "score": 8.49188232421875, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement", "probability": 0.0002256261764921494 }, { "score": 8.214130401611328, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice", "probability": 0.00017090837955448644 }, { "score": 8.046843528747559, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement", "probability": 0.00014458112200296325 }, { "score": 7.921425819396973, "text": "on the date given at the beginning of this Agreement.", "probability": 0.00012753910693415747 }, { "score": 7.828385353088379, "text": ".", "probability": 0.00011620810266388725 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": [ { "score": 15.836065292358398, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 0.5167421494084466 }, { "score": 15.534391403198242, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 0.382171750821678 }, { "score": 13.499385833740234, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.04994211064552227 }, { "score": 12.425922393798828, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement.", "probability": 0.017071341256888767 }, { "score": 12.2449951171875, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement.", "probability": 0.014245966742416277 }, { "text": "", "score": 11.799678802490234, "probability": 0.009126274092849794 }, { "score": 11.304743766784668, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination", "probability": 0.00556347259434527 }, { "score": 10.911826133728027, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination", "probability": 0.003755813279710384 }, { "score": 8.812524795532227, "text": "3.1 This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 0.00046024492266335865 }, { "score": 8.330873489379883, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement", "probability": 0.00028432202374032215 }, { "score": 7.8515448570251465, "text": "This Agreement shall not take effect until it has been executed by both the Parties. This Agreement may be validly exchanged and delivered by fax. 21.13 Severability 21.13.1 If any Clause, or part of a Clause, of this Agreement, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision in question is not of a fundamental nature to the Agreement as a whole, the legality, validity or enforceability of the remainder of this Agreement (including the remainder of the Clause or sub Clause which contains the relevant provision) shall not be affected. 21.13.2 If the foregoing applies, the Parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to the 18\n\n\n\n\n\n Agreement which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the Clause, or the part of the Clause, in question. 22 GOVERNING LAW 22.1 This Agreement is governed by English law. 22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales. This Agreement shall come into force on the date given at the beginning of this Agreement.", "probability": 0.00017605190209872212 }, { "score": 7.7091779708862305, "text": ").", "probability": 0.00015269034225777554 }, { "score": 7.423168182373047, "text": ").", "probability": 0.00011470942311420589 }, { "score": 6.6003737449646, "text": "3.1 This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 5.038067846534705e-05 }, { "score": 6.596428394317627, "text": "3. TERM 3.1 This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 5.0182300615383845e-05 }, { "score": 5.88408088684082, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination). 4. COOPERATION OBLIGATIONS 4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 2.4613987518684874e-05 }, { "score": 5.811404228210449, "text": "This", "probability": 2.2888582856976183e-05 }, { "score": 5.51057243347168, "text": "This", "probability": 1.6942180946432108e-05 }, { "score": 5.352768898010254, "text": "This Agreement shall come into force on the date given at the beginning of this Agreement.\n\n 19\n\nSIGNED by", "probability": 1.446891985762544e-05 }, { "score": 5.29273796081543, "text": "Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 1.3625894007726118e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": [ { "score": 12.812158584594727, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.7811068859396204 }, { "text": "", "score": 11.513561248779297, "probability": 0.2131752638743984 }, { "score": 7.468959331512451, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.0037341221040611914 }, { "score": 5.731410980224609, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 0.0006570234253584918 }, { "score": 5.468948841094971, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement", "probability": 0.0005053531711996696 }, { "score": 4.261867523193359, "text": "10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.00015113541391685483 }, { "score": 4.242271423339844, "text": "The", "probability": 0.0001482025791674927 }, { "score": 3.731440782546997, "text": ".", "probability": 8.892110137982283e-05 }, { "score": 3.27046537399292, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause:", "probability": 5.607970972656153e-05 }, { "score": 3.178663492202759, "text": "will automatically expire at the end of the Term of this Agreement.", "probability": 5.1160726894232934e-05 }, { "score": 3.0969743728637695, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 4.714759807253698e-05 }, { "score": 3.078490734100342, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination). 4. COOPERATION OBLIGATIONS 4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 4.6284143376315634e-05 }, { "score": 3.071870803833008, "text": "automatically expire at the end of the Term of this Agreement.", "probability": 4.5978757506517554e-05 }, { "score": 2.9095654487609863, "text": "at the end of the Term of this Agreement.", "probability": 3.909029167566758e-05 }, { "score": 2.903017997741699, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 3.8835185963016345e-05 }, { "score": 2.587398052215576, "text": "the end of the Term of this Agreement.", "probability": 2.832392191328061e-05 }, { "score": 2.425055980682373, "text": "The licence granted in Clause 10.2 above", "probability": 2.4079591917335297e-05 }, { "score": 2.347789764404297, "text": "3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 2.228911532002639e-05 }, { "score": 2.0762457847595215, "text": "expire at the end of the Term of this Agreement.", "probability": 1.698880295626276e-05 }, { "score": 2.067124366760254, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 1.6834545575734907e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 12.129613876342773, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice.", "probability": 0.5235054179774953 }, { "text": "", "score": 11.841415405273438, "probability": 0.3924263627192284 }, { "score": 9.33896255493164, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice.", "probability": 0.032133402273055084 }, { "score": 9.072816848754883, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.0246247085682528 }, { "score": 8.664472579956055, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 0.016369274694345654 }, { "score": 7.385570526123047, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 0.004556268738936557 }, { "score": 6.699810028076172, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 0.002295024529102873 }, { "score": 6.668430328369141, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 0.0022241255604033964 }, { "score": 5.269601821899414, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice", "probability": 0.0005491055075215948 }, { "score": 5.00687313079834, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination", "probability": 0.00042223495023695575 }, { "score": 4.449765205383301, "text": "15.2 Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice.", "probability": 0.0002418829636291272 }, { "score": 3.672924757003784, "text": "Any", "probability": 0.00011123149158466404 }, { "score": 3.6098711490631104, "text": "On termination of this Agreement:", "probability": 0.00010443448442441754 }, { "score": 3.578491687774658, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 0.00010120826972837325 }, { "score": 3.215407133102417, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property.", "probability": 7.039314705985116e-05 }, { "score": 3.1146187782287598, "text": "The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 6.364415946703643e-05 }, { "score": 2.9617340564727783, "text": "15.2 Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice.", "probability": 5.4621241136213364e-05 }, { "score": 2.952173948287964, "text": "The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 5.41015442989202e-05 }, { "score": 2.9111526012420654, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement", "probability": 5.1927129690612415e-05 }, { "score": 2.6658191680908203, "text": ".", "probability": 4.063005040214741e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Governing Law": [ { "score": 14.634196281433105, "text": "This Agreement is governed by English law.", "probability": 0.8376434245807678 }, { "text": "", "score": 12.290933609008789, "probability": 0.08042538255998895 }, { "score": 12.120546340942383, "text": "This Agreement is governed by English law. 22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales.", "probability": 0.06782579377636275 }, { "score": 9.986591339111328, "text": "The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales.", "probability": 0.008028418502615979 }, { "score": 8.272220611572266, "text": "GOVERNING LAW 22.1 This Agreement is governed by English law.", "probability": 0.0014457335392913742 }, { "score": 8.05908489227295, "text": "This Agreement is governed by English law. 22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales", "probability": 0.0011682198718159559 }, { "score": 7.672794342041016, "text": "This Agreement is governed by English law", "probability": 0.0007938907377234039 }, { "score": 7.557396411895752, "text": "22.1 This Agreement is governed by English law.", "probability": 0.0007073657873847816 }, { "score": 7.532379150390625, "text": "This Agreement is governed by English law. 22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales. This Agreement shall come into force on the date given at the beginning of this Agreement.", "probability": 0.0006898889552415855 }, { "score": 6.884011268615723, "text": "Territory shall mean the world with the exception of the following countries which are expressly reserved by W2E: Spain, Italy and Canada.", "probability": 0.0003607419087491214 }, { "score": 5.9251298904418945, "text": "The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales", "probability": 0.0001382801071954347 }, { "score": 5.826963901519775, "text": "This Agreement is governed by English law. 22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales. This Agreement shall come into force on the date given at the beginning of this Agreement.\n\n 19\n\nSIGNED by\n\n ) ) (name), ) a duly authorised signatory of ) (signature) SHBV (HONG KONG) LTD", "probability": 0.00012535069904534715 }, { "score": 5.758569717407227, "text": "GOVERNING LAW 22.1 This Agreement is governed by English law. 22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales.", "probability": 0.00011706404956888372 }, { "score": 5.562076568603516, "text": "This Agreement is governed by English law. 22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales. This Agreement shall come into force on the date given at the beginning of this Agreement.\n\n 19\n\nSIGNED by", "probability": 9.618063792278075e-05 }, { "score": 5.479944229125977, "text": "22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales.", "probability": 8.859679905782084e-05 }, { "score": 5.436674118041992, "text": ".", "probability": 8.484496228081145e-05 }, { "score": 5.3984246253967285, "text": "The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales. This Agreement shall come into force on the date given at the beginning of this Agreement.", "probability": 8.166096680477063e-05 }, { "score": 5.120878219604492, "text": "This Agreement is governed by English law. 22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales. This Agreement shall come into force on the date given at the beginning of this Agreement.\n\n 19\n\nSIGNED by\n\n ) ) (name), ) a duly authorised signatory of", "probability": 6.186964795318159e-05 }, { "score": 5.090442657470703, "text": "This", "probability": 6.0014977573014154e-05 }, { "score": 5.043746471405029, "text": "22.1 This Agreement is governed by English law. 22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales.", "probability": 5.727693265619197e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.073049545288086, "probability": 0.9992590573864172 }, { "score": 3.6762607097625732, "text": "SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 0.00022542342108499856 }, { "score": 3.412254810333252, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.0001731182013105651 }, { "score": 2.514551877975464, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 7.054647224290344e-05 }, { "score": 2.2332842350006104, "text": "SHBV agrees that it shall at the request of W2E, supply (and if requested, install) SHBV Boilers, as well as primary chambers, secondary chambers and economises (which SHBV agrees to manufacture and supply) to such persons as W2E shall nominate, on the terms specified in or otherwise agreed to by the Parties.", "probability": 5.325033152701393e-05 }, { "score": 2.1575393676757812, "text": "It is the intention of the Parties that W2E (or such other entity that it shall nominate) shall be the prime contractor entering into agreements with its customers, with SHBV acting as a subcontractor under the Manufacturing Agreement for the responsibilities that fall to SHBV.", "probability": 4.9365863502172366e-05 }, { "score": 1.8373796939849854, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time.", "probability": 3.584125088467924e-05 }, { "score": 1.68373703956604, "text": "SHBV agrees that it shall manufacture and supply to W2E (or as it shall direct), W2E Equipment, in each case in accordance with the terms of the manufacturing agreement (\"Manufacturing Agreement\") to be entered into by the Parties on or following the entry into this Agreement.", "probability": 3.073668323717882e-05 }, { "score": 1.137265920639038, "text": "W2E agrees that it will use reasonable endeavours to procure that a SHBV Boiler, and where applicable, a primary chamber, a secondary chamber and an economiser (in each case as supplied by SHBV as contemplated by Clause 5.2), forms part of the Engineered Solution implemented for a W2E Customer within the Territory.", "probability": 1.77962136088803e-05 }, { "score": 0.8528510332107544, "text": "It is the intention of the Parties that W2E (or such other entity that it shall nominate) shall be the prime contractor entering into agreements with its customers, with SHBV acting as a subcontractor under the Manufacturing Agreement for the responsibilities that fall to SHBV. The Parties agree that it is the intention that they shall have the following responsibilities to fulfil under their agreements with W2E Customer:", "probability": 1.3390839163355983e-05 }, { "score": 0.6955916881561279, "text": "W2E agrees that it shall use reasonable endeavours to procure the right for SHBV to commission SHBV Boilers (and where applicable, primary chambers, secondary chambers and economisers that are supplied by SHBV as contemplated by Clause 5.2) that form part of the Engineered Solution.", "probability": 1.1442236711555295e-05 }, { "score": 0.6756930351257324, "text": "SHBV agrees that it shall manufacture and supply to W2E (or as it shall direct), W2E Equipment, in each case in accordance with the terms of the manufacturing agreement (\"Manufacturing Agreement\") to be entered into by the Parties on or following the entry into this Agreement. 5.2 SHBV agrees that it shall at the request of W2E, supply (and if requested, install) SHBV Boilers, as well as primary chambers, secondary chambers and economises (which SHBV agrees to manufacture and supply) to such persons as W2E shall nominate, on the terms specified in or otherwise agreed to by the Parties.", "probability": 1.1216801975614124e-05 }, { "score": 0.5631823539733887, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E. 8\n\n\n\n\n\n 10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 1.0023197428579873e-05 }, { "score": 0.29348254203796387, "text": "SHBV agrees that it shall at the request of W2E, supply (and if requested, install) SHBV Boilers, as well as primary chambers, secondary chambers and economises (which SHBV agrees to manufacture and supply) to such persons as W2E shall nominate, on the terms specified in or otherwise agreed to by the Parties. 5.3 SHBV shall continually during the Term and from time to time at W2E's request, provide W2E with verbal and written technical and business advisory assistance concerning SHBV Technologies where these would integrate into an Engineered Solution as part of servicing W2E Customers.", "probability": 7.653800619443864e-06 }, { "score": 0.27242767810821533, "text": "SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 7.49433553761509e-06 }, { "score": 0.11190934479236603, "text": "9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 6.382942131648611e-06 }, { "score": 0.021315336227416992, "text": "W2E agrees that it will use reasonable endeavours to procure that a SHBV Boiler, and where applicable, a primary chamber, a secondary chamber and an economiser (in each case as supplied by SHBV as contemplated by Clause 5.2), forms part of the Engineered Solution implemented for a W2E Customer within the Territory. W2E shall have no obligations under this Clause where a W2E Customer elects for whatever reason not to include a SHBV Boiler, a primary chamber, a secondary chamber or an economiser supplied by SHBV as part of the Engineered Solution or directs W2E to utilise an alternative product.", "probability": 5.830105706402175e-06 }, { "score": -0.3877689838409424, "text": "SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity", "probability": 3.872695636977515e-06 }, { "score": -0.39561575651168823, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with", "probability": 3.842426387960097e-06 }, { "score": -0.4293963313102722, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 3.714794885463061e-06 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": [ { "text": "", "score": 12.038230895996094, "probability": 0.9624485795569452 }, { "score": 8.360493659973145, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.024330808939222355 }, { "score": 6.7927632331848145, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.005073408999220401 }, { "score": 6.402934551239014, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.0034355749656672296 }, { "score": 5.600170612335205, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.0015394425297743603 }, { "score": 5.173031806945801, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.0010042907307860724 }, { "score": 4.421606540679932, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party", "probability": 0.00047371769522070074 }, { "score": 4.124648094177246, "text": "BV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.00035200772383174643 }, { "score": 3.684072971343994, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV,", "probability": 0.00022657544845741562 }, { "score": 3.383545160293579, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not,", "probability": 0.0001677626502236007 }, { "score": 3.3054280281066895, "text": "9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.00015515630869733984 }, { "score": 3.169227123260498, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E,", "probability": 0.0001353998357147115 }, { "score": 3.1208174228668213, "text": "9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.00012900129547469713 }, { "score": 2.9489657878875732, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV", "probability": 0.00010863252017200036 }, { "score": 2.8432364463806152, "text": "months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 9.7733214970536e-05 }, { "score": 2.7309885025024414, "text": "9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 8.735615750159955e-05 }, { "score": 2.4534077644348145, "text": "months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 6.618228231127096e-05 }, { "score": 2.3664631843566895, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E,", "probability": 6.06711446283946e-05 }, { "score": 2.2522222995758057, "text": "9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 5.412127292587498e-05 }, { "score": 2.242109775543213, "text": "Each", "probability": 5.3576728253841796e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": [ { "text": "", "score": 12.186156272888184, "probability": 0.4947847010920154 }, { "score": 12.130362510681152, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.4679347946107345 }, { "score": 8.752832412719727, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E,", "probability": 0.015971387825630057 }, { "score": 8.402328491210938, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.011249176646401278 }, { "score": 7.301478385925293, "text": "It is the intention of the Parties that W2E (or such other entity that it shall nominate) shall be the prime contractor entering into agreements with its customers, with SHBV acting as a subcontractor under the Manufacturing Agreement for the responsibilities that fall to SHBV.", "probability": 0.0037413437326377598 }, { "score": 6.806032180786133, "text": "9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.002279596898793386 }, { "score": 6.650938034057617, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E", "probability": 0.001952097590417768 }, { "score": 5.274241924285889, "text": "It is the intention of the Parties that W2E (or such other entity that it shall nominate) shall be the prime contractor entering into agreements with its customers, with SHBV acting as a subcontractor under the Manufacturing Agreement for the responsibilities that fall to SHBV.", "probability": 0.0004927311305049027 }, { "score": 4.801706790924072, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party", "probability": 0.0003071783482033897 }, { "score": 4.5063700675964355, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.0002286269862208219 }, { "score": 4.457618713378906, "text": "2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.00021774843751937468 }, { "score": 4.284591197967529, "text": "It is the intention of the Parties that W2E (or such other entity that it shall nominate) shall be the prime contractor entering into agreements with its customers, with SHBV acting as a subcontractor under the Manufacturing Agreement for the responsibilities that fall to SHBV", "probability": 0.00018315136181679324 }, { "score": 3.869763135910034, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E,", "probability": 0.00012096301801814678 }, { "score": 3.805575370788574, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or", "probability": 0.00011344261309344431 }, { "score": 3.722076654434204, "text": "SH", "probability": 0.0001043549825880845 }, { "score": 3.428501605987549, "text": "9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E,", "probability": 7.780637220230956e-05 }, { "score": 3.3785476684570312, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising,", "probability": 7.401511989317296e-05 }, { "score": 3.207489013671875, "text": ".2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 6.237788094054554e-05 }, { "score": 3.041947364807129, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E. 8\n\n\n\n\n\n 10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party.", "probability": 5.2861172574022354e-05 }, { "score": 3.018655776977539, "text": "or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 5.1644179794862696e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": [ { "score": 13.982810974121094, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.5373983422104053 }, { "score": 13.013069152832031, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.20377119883156372 }, { "text": "", "score": 12.094367027282715, "probability": 0.08131216728878675 }, { "score": 11.818466186523438, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.061706842467241126 }, { "score": 11.042767524719238, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.028408720615000167 }, { "score": 10.894760131835938, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party", "probability": 0.02450038346492635 }, { "score": 10.535837173461914, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation", "probability": 0.017111757677036155 }, { "score": 9.909699440002441, "text": "attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.00914884898352443 }, { "score": 9.73521614074707, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV", "probability": 0.00768403483213247 }, { "score": 9.460949897766113, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV,", "probability": 0.005840862854520332 }, { "score": 9.109527587890625, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E,", "probability": 0.004110136440308696 }, { "score": 8.939958572387695, "text": "attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.003469072300340102 }, { "score": 8.824886322021484, "text": "solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.0030919901937938683 }, { "score": 8.78714370727539, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party,", "probability": 0.0029774652297023287 }, { "score": 8.477418899536133, "text": "interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.002184413861071556 }, { "score": 8.345882415771484, "text": "procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.0019151789274993948 }, { "score": 8.156096458435059, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising,", "probability": 0.0015841137388706375 }, { "score": 8.107553482055664, "text": "either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.0015090527246142936 }, { "score": 7.85514497756958, "text": "solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.0011724242512708212 }, { "score": 7.794098854064941, "text": "or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.001102993107391612 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": [ { "score": 12.194662094116211, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.30692153402540767 }, { "text": "", "score": 11.86959457397461, "probability": 0.2217442310477894 }, { "score": 11.523693084716797, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.15690226820773873 }, { "score": 11.230504989624023, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.11703055106584033 }, { "score": 11.026239395141602, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.09540866729251549 }, { "score": 9.701297760009766, "text": "Territory shall mean the world with the exception of the following countries which are expressly reserved by W2E: Spain, Italy and Canada.", "probability": 0.025361386259851612 }, { "score": 9.23921012878418, "text": "The express provisions of this Agreement are in place of corresponding warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise (including implied undertakings of satisfactory quality, conformity with description and reasonable fitness for purpose), all of which are hereby excluded to the maximum extent permitted by law.", "probability": 0.015976839784204375 }, { "score": 8.842610359191895, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E,", "probability": 0.010746073053640006 }, { "score": 8.746277809143066, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party", "probability": 0.009759174729553548 }, { "score": 8.549423217773438, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E,", "probability": 0.008015308287038577 }, { "score": 8.454766273498535, "text": "9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.007291405346996506 }, { "score": 8.254663467407227, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV,", "probability": 0.005969084100993176 }, { "score": 7.913590431213379, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV", "probability": 0.004244060442503477 }, { "score": 7.561115264892578, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E", "probability": 0.0029833454235624773 }, { "score": 7.510737419128418, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.0028367738848209608 }, { "score": 7.405361175537109, "text": "W2E shall have no obligations under this Clause where a W2E Customer elects for whatever reason not to include a SHBV Boiler, a primary chamber, a secondary chamber or an economiser supplied by SHBV as part of the Engineered Solution or directs W2E to utilise an alternative product.", "probability": 0.002553056341722772 }, { "score": 7.267927646636963, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E", "probability": 0.0022252242074741048 }, { "score": 6.826968669891357, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising,", "probability": 0.0014317517594903489 }, { "score": 6.784126281738281, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation", "probability": 0.0013717074984798548 }, { "score": 6.673096179962158, "text": "9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.001227557240376743 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": [ { "score": 14.100202560424805, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.42755819923654753 }, { "score": 14.036249160766602, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.4010704180573295 }, { "text": "", "score": 12.190557479858398, "probability": 0.06333545843139818 }, { "score": 11.451915740966797, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party", "probability": 0.030259300695171746 }, { "score": 11.227569580078125, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.024178345954581112 }, { "score": 10.718628883361816, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party", "probability": 0.014534378011268634 }, { "score": 10.58016586303711, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.012655016784224269 }, { "score": 9.456663131713867, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.004114638533026335 }, { "score": 9.30474853515625, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away", "probability": 0.00353472814441655 }, { "score": 9.302765846252441, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation", "probability": 0.0035277268211631476 }, { "score": 9.08349323272705, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation", "probability": 0.0028331271170962116 }, { "score": 8.974621772766113, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising,", "probability": 0.0025408778460868663 }, { "score": 8.472068786621094, "text": "attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.0015371908754593087 }, { "score": 8.471376419067383, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising", "probability": 0.0015361269427320316 }, { "score": 8.458272933959961, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E,", "probability": 0.0015161296295918994 }, { "score": 8.27208137512207, "text": "interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.001258561286389663 }, { "score": 8.196802139282227, "text": "attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.0011672960391906231 }, { "score": 8.164983749389648, "text": "either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.0011307392322185022 }, { "score": 7.89945650100708, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person,", "probability": 0.0008670525942137345 }, { "score": 7.873323917388916, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party", "probability": 0.0008446877678937866 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.74888801574707, "probability": 0.8927128518047078 }, { "score": 9.522049903869629, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.09629600786563848 }, { "score": 6.040675640106201, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party", "probability": 0.0029625565621738113 }, { "score": 5.1967315673828125, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not,", "probability": 0.0012739324404534825 }, { "score": 4.653604507446289, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party,", "probability": 0.0007400640565210194 }, { "score": 4.616596698760986, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than", "probability": 0.0007131765009063154 }, { "score": 4.586450576782227, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation", "probability": 0.0006919978264565865 }, { "score": 4.50838565826416, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.0006400318214517195 }, { "score": 4.485548496246338, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.0006255809475714661 }, { "score": 4.310057640075684, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not", "probability": 0.0005248906094598873 }, { "score": 4.2918219566345215, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.0005154056159774715 }, { "score": 4.093433380126953, "text": "attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.00042265896222928455 }, { "score": 3.944260597229004, "text": "interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.000364086994550946 }, { "score": 3.905069351196289, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and", "probability": 0.00035009396471575297 }, { "score": 3.8437957763671875, "text": "solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.00032928644130445026 }, { "score": 3.6760709285736084, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising,", "probability": 0.0002784401587512087 }, { "score": 3.3267452716827393, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall", "probability": 0.00019634582339139316 }, { "score": 3.091291666030884, "text": "Each", "probability": 0.0001551548893202782 }, { "score": 2.816563844680786, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party", "probability": 0.00011788340969095717 }, { "score": 2.5417017936706543, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit,", "probability": 8.955330472782861e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.662437438964844, "probability": 0.3878358644947008 }, { "score": 11.493322372436523, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice.", "probability": 0.3274931549496677 }, { "score": 10.495891571044922, "text": "The parties may terminate this Agreement at any time by mutual consent.", "probability": 0.12078792870251043 }, { "score": 9.984686851501465, "text": "The parties may terminate this Agreement at any time by mutual consent.", "probability": 0.07244528831226497 }, { "score": 9.428183555603027, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 0.04152635712590623 }, { "score": 8.452818870544434, "text": "The termination of this Agreement for any reason whatsoever, or its expiry: 15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination. 15.5 The parties may terminate this Agreement at any time by mutual consent.", "probability": 0.01565771320384069 }, { "score": 8.361648559570312, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 0.014293334948182594 }, { "score": 7.925293922424316, "text": "Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 0.009239046650037072 }, { "score": 6.7071428298950195, "text": "The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 0.0027326931134997235 }, { "score": 6.547408103942871, "text": "The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 0.002329265275499354 }, { "score": 5.948554992675781, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 0.0012797948276422736 }, { "score": 5.728601455688477, "text": "The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.0010271071281009589 }, { "score": 5.365477085113525, "text": "The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.0007143529340470697 }, { "score": 5.307575225830078, "text": "The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 0.0006741652684808249 }, { "score": 4.999852657318115, "text": "The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement. 16. FURTHER ASSURANCE 16.1 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement. 17. ASSIGNMENT 17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 0.000495591856391782 }, { "score": 4.882020473480225, "text": "On termination of this Agreement:", "probability": 0.00044050444404606455 }, { "score": 4.52163028717041, "text": "(without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 0.0003072096297595834 }, { "score": 4.408897399902344, "text": "Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party", "probability": 0.0002744577849922168 }, { "score": 4.239620208740234, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property.", "probability": 0.0002317178039993306 }, { "score": 4.16218376159668, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice", "probability": 0.00021445154643009634 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.227167129516602, "probability": 0.988044116215853 }, { "score": 7.508933067321777, "text": "Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement within 1 DAY DN 20/5/2010 of the Commencement Date.", "probability": 0.00882415887442042 }, { "score": 6.080069541931152, "text": "W2E agrees that it shall use reasonable endeavours to procure the right for SHBV to commission SHBV Boilers (and where applicable, primary chambers, secondary chambers and economisers that are supplied by SHBV as contemplated by Clause 5.2) that form part of the Engineered Solution.", "probability": 0.002114101207546641 }, { "score": 4.272225856781006, "text": "W2E agrees that it shall use reasonable endeavours to procure the right for SHBV to commission SHBV Boilers (and where applicable, primary chambers, secondary chambers and economisers that are supplied by SHBV as contemplated by Clause 5.2) that form part of the Engineered Solution. 7. MANUFACTURING AGREEMENT 7.1 The Parties agree that they shall on or following the date of this Agreement, enter into the Manufacturing Agreement which shall govern the manner and terms upon which they will co-operate and fulfil their respective obligations to each other relating to the W2E Equipment and the SHBV Technologies (including the quantity of SHBV Boilers, primary chambers, secondary chambers and economisers that SHBV shall supply, their price and timetable for delivery). 7.2 Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement within 1 DAY DN 20/5/2010 of the Commencement Date.", "probability": 0.0003467282580152004 }, { "score": 3.8522040843963623, "text": "Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement within 1 DAY DN 20/5/2010 of the Commencement Date.", "probability": 0.00022781173921009352 }, { "score": 2.9856553077697754, "text": "W2E agrees that it shall use reasonable endeavours to procure the right for SHBV to commission SHBV Boilers (and where applicable, primary chambers, secondary chambers and economisers that are supplied by SHBV as contemplated by Clause 5.2) that form part of the Engineered Solution", "probability": 9.577204207693664e-05 }, { "score": 2.6295905113220215, "text": "Without prejudice to the obligations of the Parties under Clause 4, W2E shall be responsible, as it deems appropriate in relation to individual projects and unless otherwise agreed in writing, for the following: 6.2.1 conceptual and front end engineering design (FEED) in order to establish unknowns for customers and to establish a basis for plant design; 6.2.2 entering into construction and installation contracts for the Engineered Solution as it sees fit; 6.2.3 the commissioning of waste2energy plants; and 6.2.4 the negotiation and entry into operations and maintenance contracts in respect of waste to energy plants as customer demand requires. 6.3 W2E agrees that it shall use reasonable endeavours to procure the right for SHBV to commission SHBV Boilers (and where applicable, primary chambers, secondary chambers and economisers that are supplied by SHBV as contemplated by Clause 5.2) that form part of the Engineered Solution.", "probability": 6.708134648512364e-05 }, { "score": 2.2358624935150146, "text": "The Parties agree that they shall on or following the date of this Agreement, enter into the Manufacturing Agreement which shall govern the manner and terms upon which they will co-operate and fulfil their respective obligations to each other relating to the W2E Equipment and the SHBV Technologies (including the quantity of SHBV Boilers, primary chambers, secondary chambers and economisers that SHBV shall supply, their price and timetable for delivery). 7.2 Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement within 1 DAY DN 20/5/2010 of the Commencement Date.", "probability": 4.524888331735312e-05 }, { "score": 2.1921334266662598, "text": "Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement within 1 DAY DN 20/5/2010 of the Commencement Date. 7.3 The Manufacturing Agreement shall take precedence over the terms of this Agreement to the extent of any inconsistency. 7\n\n\n\n\n\n 7.4 It is the intention of the Parties that W2E (or such other entity that it shall nominate) shall be the prime contractor entering into agreements with its customers, with SHBV acting as a subcontractor under the Manufacturing Agreement for the responsibilities that fall to SHBV.", "probability": 4.3312831254097505e-05 }, { "score": 2.1020729541778564, "text": "W2E agrees that it shall use reasonable endeavours to procure the right for SHBV to commission SHBV Boilers (and where applicable, primary chambers, secondary chambers and economisers that are supplied by SHBV as contemplated by Clause 5.2) that form part of the Engineered Solution.", "probability": 3.958255347762727e-05 }, { "score": 2.0113134384155273, "text": "Each", "probability": 3.614826441030935e-05 }, { "score": 1.8905479907989502, "text": "Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement within 1 DAY", "probability": 3.203610311105556e-05 }, { "score": 1.7639625072479248, "text": "Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement within 1 DAY DN 20/5/2010 of the Commencement Date", "probability": 2.8226972868560892e-05 }, { "score": 1.071845531463623, "text": "Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement", "probability": 1.4128033707454558e-05 }, { "score": 0.7218255996704102, "text": "It is the intention of the Parties that W2E (or such other entity that it shall nominate) shall be the prime contractor entering into agreements with its customers, with SHBV acting as a subcontractor under the Manufacturing Agreement for the responsibilities that fall to SHBV.", "probability": 9.955658648680676e-06 }, { "score": 0.7027504444122314, "text": "6.3 W2E agrees that it shall use reasonable endeavours to procure the right for SHBV to commission SHBV Boilers (and where applicable, primary chambers, secondary chambers and economisers that are supplied by SHBV as contemplated by Clause 5.2) that form part of the Engineered Solution.", "probability": 9.76755269308937e-06 }, { "score": 0.4610501527786255, "text": "7.2 Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement within 1 DAY DN 20/5/2010 of the Commencement Date.", "probability": 7.67037611270543e-06 }, { "score": 0.05823230743408203, "text": "W", "probability": 5.127139009668351e-06 }, { "score": -0.031865596771240234, "text": "Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement", "probability": 4.685393489974261e-06 }, { "score": -0.10831344127655029, "text": "6.3 W2E agrees that it shall use reasonable endeavours to procure the right for SHBV to commission SHBV Boilers (and where applicable, primary chambers, secondary chambers and economisers that are supplied by SHBV as contemplated by Clause 5.2) that form part of the Engineered Solution. 7. MANUFACTURING AGREEMENT 7.1 The Parties agree that they shall on or following the date of this Agreement, enter into the Manufacturing Agreement which shall govern the manner and terms upon which they will co-operate and fulfil their respective obligations to each other relating to the W2E Equipment and the SHBV Technologies (including the quantity of SHBV Boilers, primary chambers, secondary chambers and economisers that SHBV shall supply, their price and timetable for delivery). 7.2 Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said agreement within 1 DAY DN 20/5/2010 of the Commencement Date.", "probability": 4.340554291880378e-06 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": [ { "text": "", "score": 12.242591857910156, "probability": 0.6599219638747494 }, { "score": 11.209918975830078, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with", "probability": 0.23496785308327356 }, { "score": 10.014045715332031, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 0.0710636140830956 }, { "score": 8.907394409179688, "text": "SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 0.023498207525870098 }, { "score": 6.946811199188232, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity", "probability": 0.003307990590715689 }, { "score": 6.697212219238281, "text": "Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 0.002577299003808564 }, { "score": 5.840159893035889, "text": "SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity", "probability": 0.0010938347338114553 }, { "score": 5.3294806480407715, "text": "On termination of this Agreement:", "probability": 0.0006563969158287359 }, { "score": 5.155939102172852, "text": "SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 0.0005518212187392663 }, { "score": 4.979560852050781, "text": "17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with", "probability": 0.0004625921889733472 }, { "score": 4.90625, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements", "probability": 0.0004298924291176758 }, { "score": 4.401200294494629, "text": "17. ASSIGNMENT 17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with", "probability": 0.0002594295824074059 }, { "score": 4.22560977935791, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 0.00021765141993324136 }, { "score": 4.170802116394043, "text": "The parties may terminate this Agreement at any time by mutual consent.", "probability": 0.00020604346237577395 }, { "score": 3.9342782497406006, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV,", "probability": 0.00016264391852769208 }, { "score": 3.7836875915527344, "text": "17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 0.0001399062568078446 }, { "score": 3.6977882385253906, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14", "probability": 0.00012839009558266064 }, { "score": 3.6520602703094482, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity. 18. ENTIRE AGREEMENT 18.1 This Agreement (together with the Manufacturing Agreement and any project schedule entered into by the Parties as contemplated herein) constitutes the", "probability": 0.0001226512893224035 }, { "score": 3.6271419525146484, "text": "W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with", "probability": 0.00011963278967018637 }, { "score": 3.562869071960449, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement. 16. FURTHER ASSURANCE 16.1 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement. 17. ASSIGNMENT 17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with", "probability": 0.00011218553738956653 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.157514572143555, "probability": 0.9955500329437386 }, { "score": 6.599808216094971, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.0038404479955495997 }, { "score": 3.7408175468444824, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with", "probability": 0.00022015979751654634 }, { "score": 2.733746290206909, "text": "The parties may terminate this Agreement at any time by mutual consent.", "probability": 8.042156634975532e-05 }, { "score": 2.393740177154541, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 5.724133431749613e-05 }, { "score": 2.2285735607147217, "text": "The parties may terminate this Agreement at any time by mutual consent.", "probability": 4.8526480998285475e-05 }, { "score": 1.9168782234191895, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E,", "probability": 3.553131113718212e-05 }, { "score": 1.6828851699829102, "text": "Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 2.8118318227682294e-05 }, { "score": 1.5288381576538086, "text": "9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 2.410391428670026e-05 }, { "score": 1.3362935781478882, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 1.9882295578895575e-05 }, { "score": 1.0208666324615479, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E,", "probability": 1.4503684500800247e-05 }, { "score": 0.927931010723114, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 1.3216513876274646e-05 }, { "score": 0.9154709577560425, "text": "SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 1.3052857116626715e-05 }, { "score": 0.637525200843811, "text": "Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in the Confidential Information.", "probability": 9.885423407448967e-06 }, { "score": 0.5835301280021667, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 9.365813669314952e-06 }, { "score": 0.5034245252609253, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 8.644822730173211e-06 }, { "score": 0.3134894371032715, "text": "SH", "probability": 7.149379182350492e-06 }, { "score": 0.3124098777770996, "text": "without the prior consent and/or direct participation of W2E.", "probability": 7.141665167995107e-06 }, { "score": 0.21019887924194336, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E. 8\n\n\n\n\n\n 10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 6.447774080399095e-06 }, { "score": 0.15902364253997803, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 6.126108567888311e-06 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.106527328491211, "probability": 0.9999743433887458 }, { "score": 1.4038676023483276, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 2.248447733456733e-05 }, { "score": -2.3453757762908936, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement", "probability": 5.291844644947039e-07 }, { "score": -2.626624345779419, "text": "Each", "probability": 3.9944996197529365e-07 }, { "score": -2.805025339126587, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 3.341825873726755e-07 }, { "score": -2.851266860961914, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 3.190813195612487e-07 }, { "score": -2.9980242252349854, "text": "10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 2.7552782626789924e-07 }, { "score": -3.4756224155426025, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 1.7090202446786888e-07 }, { "score": -3.5228757858276367, "text": "On termination of this Agreement:", "probability": 1.6301415959048358e-07 }, { "score": -3.6006827354431152, "text": "The Parties enter into this Agreement with the intention that they meet the following key objectives (\"Objectives\"):", "probability": 1.5081141003471307e-07 }, { "score": -3.9178292751312256, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For", "probability": 1.0982449332591895e-07 }, { "score": -3.948131561279297, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 1.0654647662992023e-07 }, { "score": -3.950194835662842, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 1.0632686864770258e-07 }, { "score": -3.990448474884033, "text": "8\n\n\n\n\n\n 10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 1.021318245729117e-07 }, { "score": -4.184610843658447, "text": "4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 8.410802696083839e-08 }, { "score": -4.336771488189697, "text": "WASTE2ENERGY GROUP HOLDINGS PLC", "probability": 7.223620419231919e-08 }, { "score": -4.370970249176025, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 6.980758017298571e-08 }, { "score": -4.438591957092285, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights.", "probability": 6.524313920705546e-08 }, { "score": -4.560493469238281, "text": "3. TERM 3.1 This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination). 4. COOPERATION OBLIGATIONS 4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 5.7755546164812434e-08 }, { "score": -4.591361045837402, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 5.600000643676682e-08 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.061505317687988, "probability": 0.8825755099110772 }, { "score": 9.939220428466797, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.10569519780804637 }, { "score": 6.977586269378662, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 0.005468067703088194 }, { "score": 6.928051471710205, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties", "probability": 0.0052038071545617275 }, { "score": 4.3943257331848145, "text": "15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.00041298862213213133 }, { "score": 3.504415988922119, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 0.00016961146121649678 }, { "score": 2.9780898094177246, "text": "Each", "probability": 0.00010020159628356599 }, { "score": 2.8396553993225098, "text": "The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 8.724756997474537e-05 }, { "score": 2.4281415939331055, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 5.781428578287974e-05 }, { "score": 2.3832521438598633, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each", "probability": 5.5276422089063554e-05 }, { "score": 1.6630178689956665, "text": "The termination of this Agreement for any reason whatsoever, or its expiry: 15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination. 15.5 The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 2.6899620510058742e-05 }, { "score": 1.5737576484680176, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement", "probability": 2.460259582094249e-05 }, { "score": 1.432692289352417, "text": "15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 2.1365695021939303e-05 }, { "score": 1.3831571340560913, "text": "15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties", "probability": 2.0333127329868708e-05 }, { "score": 1.267446517944336, "text": "Manufacturing Agreement between the Parties.", "probability": 1.8111386484565095e-05 }, { "score": 1.060244083404541, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement", "probability": 1.4721932571154944e-05 }, { "score": 1.013814926147461, "text": "if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 1.4054030686342544e-05 }, { "score": 0.9081597328186035, "text": "Each party may terminate this Agreement", "probability": 1.2644900898697571e-05 }, { "score": 0.7991116046905518, "text": "this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 1.1338521547163932e-05 }, { "score": 0.69384765625, "text": "terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 1.0205654876555937e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": [ { "score": 12.343175888061523, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.5061708733876977 }, { "text": "", "score": 12.170854568481445, "probability": 0.4260484137632366 }, { "score": 9.917081832885742, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.044736076272104054 }, { "score": 8.964694023132324, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties", "probability": 0.017260013050966493 }, { "score": 7.031407356262207, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement. 16. FURTHER ASSURANCE 16.1 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement. 17. ASSIGNMENT 17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 0.002497039362086035 }, { "score": 6.2616448402404785, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties", "probability": 0.001156436459256189 }, { "score": 6.159769535064697, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 0.0010444265237980021 }, { "score": 4.811972618103027, "text": "15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.0002713545628531527 }, { "score": 4.7793073654174805, "text": "Each", "probability": 0.0002626339041617737 }, { "score": 3.6218509674072266, "text": "15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 8.254178624493643e-05 }, { "score": 3.603480339050293, "text": "The termination of this Agreement for any reason whatsoever, or its expiry: 15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination. 15.5 The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 8.103928496730672e-05 }, { "score": 3.4827613830566406, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement. 16. FURTHER ASSURANCE 16.1 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement. 17. ASSIGNMENT 17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 7.182374133791492e-05 }, { "score": 3.4302549362182617, "text": "The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 6.814982797053205e-05 }, { "score": 3.115572690963745, "text": "The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 4.9750792275226534e-05 }, { "score": 2.936147689819336, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each", "probability": 4.1579255933958945e-05 }, { "score": 2.8716182708740234, "text": "Manufacturing Agreement between the Parties.", "probability": 3.8980907248183924e-05 }, { "score": 2.868429183959961, "text": "Each", "probability": 3.885679175971122e-05 }, { "score": 2.611123561859131, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 3.0041424909320564e-05 }, { "score": 2.4578018188476562, "text": "this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 2.5771146579904228e-05 }, { "score": 2.394806146621704, "text": "if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 2.4197754612874926e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.1014404296875, "probability": 0.768243431111865 }, { "score": 10.48969841003418, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.153295070715688 }, { "score": 9.698610305786133, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.06949650938382397 }, { "score": 7.242545127868652, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties", "probability": 0.005960839630161254 }, { "score": 5.833313941955566, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties", "probability": 0.0014564182422037385 }, { "score": 5.305327892303467, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 0.000858983224006758 }, { "score": 3.6364104747772217, "text": "The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.00016187622088781851 }, { "score": 3.4117212295532227, "text": "Each", "probability": 0.000129300962459469 }, { "score": 3.306779623031616, "text": "15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.0001164196252446575 }, { "score": 2.6639404296875, "text": "Each", "probability": 6.121314349803381e-05 }, { "score": 2.3633179664611816, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each", "probability": 4.5319593486573557e-05 }, { "score": 2.2937073707580566, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 4.227216664629238e-05 }, { "score": 1.7557518482208252, "text": "15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 2.4684446477721195e-05 }, { "score": 1.6783852577209473, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement", "probability": 2.2846701616492824e-05 }, { "score": 1.3408794403076172, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement. 16. FURTHER ASSURANCE 16.1 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement.", "probability": 1.6302214216984548e-05 }, { "score": 1.3078718185424805, "text": "if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 1.5772900643810705e-05 }, { "score": 1.2130827903747559, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement. 16. FURTHER ASSURANCE 16.1 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement. 17. ASSIGNMENT 17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 1.4346475326472314e-05 }, { "score": 1.1595377922058105, "text": "The termination of this Agreement for any reason whatsoever, or its expiry: 15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination. 15.5 The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 1.3598497273182317e-05 }, { "score": 1.0795989036560059, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement", "probability": 1.255376227434546e-05 }, { "score": 1.054368019104004, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 1.2240982199431022e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.236658096313477, "probability": 0.9051715408377197 }, { "score": 8.624772071838379, "text": "Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party.", "probability": 0.02444042317851174 }, { "score": 8.422964096069336, "text": "Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in the Confidential Information.", "probability": 0.019973980936022432 }, { "score": 8.369485855102539, "text": "Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development.", "probability": 0.01893386717291471 }, { "score": 8.332109451293945, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development.", "probability": 0.018239249329264354 }, { "score": 7.087007522583008, "text": "Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in the Confidential Information.", "probability": 0.005251290730916991 }, { "score": 6.819856643676758, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development.", "probability": 0.004020165299194858 }, { "score": 5.3106842041015625, "text": "Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party", "probability": 0.000888829883797996 }, { "score": 5.11338996887207, "text": "Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development", "probability": 0.0007296840448418352 }, { "score": 5.076013565063477, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development", "probability": 0.0007029144708744438 }, { "score": 4.346189975738525, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.0003388005655438169 }, { "score": 4.181352615356445, "text": "Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.00028731359123897735 }, { "score": 4.143976211547852, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.00027677305319805606 }, { "score": 4.0395426750183105, "text": "Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development.", "probability": 0.0002493267614933357 }, { "score": 3.000481367111206, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development", "probability": 8.820847293353328e-05 }, { "score": 2.9990897178649902, "text": "Intellectual Property Rights means (i) patents, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in relation to any such rights;", "probability": 8.808580305518512e-05 }, { "score": 2.9499683380126953, "text": "On termination of this Agreement:", "probability": 8.38634595113497e-05 }, { "score": 2.9388558864593506, "text": "Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in the Confidential Information", "probability": 8.29366897593682e-05 }, { "score": 2.905336380004883, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause:", "probability": 8.02027686661583e-05 }, { "score": 2.804957151412964, "text": "Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in the Confidential Information", "probability": 7.254295054121746e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.17581558227539, "probability": 0.9614565232117804 }, { "score": 8.151126861572266, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time.", "probability": 0.01718025270383222 }, { "score": 7.217043876647949, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 0.006750912228462496 }, { "score": 7.135743141174316, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 0.0062237766766846505 }, { "score": 6.243595123291016, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to: 4.3.1 coordinate efforts to seek to obtain work from the new or prospective customer; 4.3.2 promote and market the services of both Parties, including by the development of standardised pricing, joint sales proposals and joint marketing materials;", "probability": 0.0025503456202875816 }, { "score": 5.551186561584473, "text": "Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 0.0012761150247486085 }, { "score": 5.309070110321045, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to: 4.3.1 coordinate efforts to seek to obtain work from the new or prospective customer; 4.3.2 promote and market the services of both Parties, including by the development of standardised pricing, joint sales proposals and joint marketing materials; 5\n\n\n\n\n\n 4.3.3 where appropriate, form a consortium for the purposes of undertaking joint pitches or presentations;", "probability": 0.0010017053268024374 }, { "score": 4.835997581481934, "text": "undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time.", "probability": 0.0006241474412584107 }, { "score": 4.659038543701172, "text": "Each Party will provide cooperation, support, assistance and information to the other Party in order to: 4.3.1 coordinate efforts to seek to obtain work from the new or prospective customer; 4.3.2 promote and market the services of both Parties, including by the development of standardised pricing, joint sales proposals and joint marketing materials;", "probability": 0.0005229195283537154 }, { "score": 4.613900184631348, "text": "4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time.", "probability": 0.0004998405900439026 }, { "score": 4.225644111633301, "text": "The Parties shall jointly collaborate on all aspects of the Alliance (including in relation to technology for process and manufacture) and shall convene regular meetings from time to time in order to discuss joint activities and to give effect to the terms of this Agreement.", "probability": 0.0003390112032190125 }, { "score": 3.8894097805023193, "text": "Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in the Confidential Information.", "probability": 0.00024220847531437173 }, { "score": 3.8206138610839844, "text": "undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 0.0002261057712410722 }, { "score": 3.724513530731201, "text": "Each Party will provide cooperation, support, assistance and information to the other Party in order to: 4.3.1 coordinate efforts to seek to obtain work from the new or prospective customer; 4.3.2 promote and market the services of both Parties, including by the development of standardised pricing, joint sales proposals and joint marketing materials; 5\n\n\n\n\n\n 4.3.3 where appropriate, form a consortium for the purposes of undertaking joint pitches or presentations;", "probability": 0.00020538834927866332 }, { "score": 3.5985159873962402, "text": "4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 0.00018107386291768963 }, { "score": 3.564286470413208, "text": "and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time.", "probability": 0.00017498067048612548 }, { "score": 3.4713447093963623, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to", "probability": 0.00015945053559106922 }, { "score": 3.338742733001709, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E;", "probability": 0.00013964895034640734 }, { "score": 3.2938809394836426, "text": "identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time.", "probability": 0.00013352249727125788 }, { "score": 3.118746519088745, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties", "probability": 0.00011207133207973492 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__License Grant": [ { "score": 12.445850372314453, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.637359670038575 }, { "text": "", "score": 11.814765930175781, "probability": 0.3390846174509179 }, { "score": 8.515070915222168, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.012510329590307543 }, { "score": 7.809249401092529, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement", "probability": 0.006176385045009626 }, { "score": 7.126371383666992, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.003120069067901472 }, { "score": 5.657689094543457, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.0007183293212468092 }, { "score": 4.389188766479492, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.00020203234341884902 }, { "score": 4.34847354888916, "text": "Each", "probability": 0.00019397176028542308 }, { "score": 3.8844101428985596, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For", "probability": 0.00012195464056335582 }, { "score": 3.826349973678589, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights.", "probability": 0.00011507556594193373 }, { "score": 3.3738956451416016, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose", "probability": 7.319555383628228e-05 }, { "score": 3.1719698905944824, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The", "probability": 5.981215640333932e-05 }, { "score": 3.1220791339874268, "text": "10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 5.690129886512505e-05 }, { "score": 3.000488758087158, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 5.038672724726761e-05 }, { "score": 2.6478848457336426, "text": "10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 3.5414589916771475e-05 }, { "score": 2.5877277851104736, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 3.334696684832805e-05 }, { "score": 2.541372776031494, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement", "probability": 3.183644841727109e-05 }, { "score": 2.393934488296509, "text": ".", "probability": 2.7472170826394314e-05 }, { "score": 1.7954306602478027, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause:", "probability": 1.5099621756779231e-05 }, { "score": 1.7269103527069092, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 1.409964171455927e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": [ { "score": 12.918143272399902, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.5868378254410843 }, { "text": "", "score": 12.03476619720459, "probability": 0.24258967347034566 }, { "score": 11.170567512512207, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.1022246400241367 }, { "score": 10.249492645263672, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.04069470060023991 }, { "score": 9.499658584594727, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.019226005523170723 }, { "score": 7.829105854034424, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement", "probability": 0.0036172392123794855 }, { "score": 7.4755425453186035, "text": "Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in the Confidential Information.", "probability": 0.0025399585897349325 }, { "score": 5.681015968322754, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E. 8\n\n\n\n\n\n 10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.0004221566609523872 }, { "score": 5.616541862487793, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.0003957973642287226 }, { "score": 5.147489547729492, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.00024760879446897993 }, { "score": 5.027403831481934, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause:", "probability": 0.00021959047684704279 }, { "score": 4.84932804107666, "text": "Each", "probability": 0.00018377065728700535 }, { "score": 4.629857063293457, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights.", "probability": 0.00014755744751032346 }, { "score": 4.571061134338379, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement", "probability": 0.0001391317944813329 }, { "score": 4.458569526672363, "text": "Each", "probability": 0.00012432884585178626 }, { "score": 4.304739952087402, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For", "probability": 0.000106601807062568 }, { "score": 4.040290832519531, "text": "10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 8.183060712253659e-05 }, { "score": 3.94563364982605, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 7.444005429351235e-05 }, { "score": 3.7899110317230225, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 6.370554089576501e-05 }, { "score": 3.7856881618499756, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 6.343708790632597e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.11558723449707, "probability": 0.8313353208878929 }, { "score": 10.258419036865234, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.12978315648882693 }, { "score": 8.434051513671875, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.02093657244662438 }, { "score": 7.460416793823242, "text": "Affiliates means subsidiaries or other entities that will be mutually agreed in writing.", "probability": 0.007907904174522409 }, { "score": 6.4220123291015625, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement", "probability": 0.002799548972558022 }, { "score": 6.094382286071777, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.0020174377788085415 }, { "score": 6.047821044921875, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.0019256566737654733 }, { "score": 6.04099702835083, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.0019125606951214127 }, { "score": 4.499088764190674, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.00040923519392897296 }, { "score": 3.701327323913574, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.0001842933159463686 }, { "score": 3.4701812267303467, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.00014625950852993264 }, { "score": 3.1693341732025146, "text": "Each", "probability": 0.00010825996802987006 }, { "score": 3.094348430633545, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.00010043891216050393 }, { "score": 2.9788079261779785, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause: Authorised Persons means the directors, employees, officers, professional advisers, agents and contractors of each Party; Confidential Information means all information in any medium or format (written, oral, visual or electronic, and whether or not marked or described as \"confidential\"), together with Copies, which relates to a Party (the \"Disclosing Party\"), to its Group, or to its (or its Group members') employees, officers, customers or suppliers, and which is directly or indirectly disclosed by the Disclosing Party to the other Party (the \"Recipient Party\") in the course of its dealings relating to this Agreement, before or after the date of this Agreement.", "probability": 8.947946870633998e-05 }, { "score": 2.9380080699920654, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 8.590219166847581e-05 }, { "score": 2.904690980911255, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For", "probability": 8.308733252908978e-05 }, { "score": 2.3457038402557373, "text": "Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 4.75083323291821e-05 }, { "score": 2.263352870941162, "text": "Intellectual Property Rights means (i) patents, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in relation to any such rights;", "probability": 4.375273581656786e-05 }, { "score": 2.2524595260620117, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 4.3278708733684155e-05 }, { "score": 2.1822962760925293, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The", "probability": 4.0346213501020224e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.189788818359375, "probability": 0.9677932194224101 }, { "score": 8.497203826904297, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.024105341542441337 }, { "score": 7.104307651519775, "text": "Affiliates means subsidiaries or other entities that will be mutually agreed in writing.", "probability": 0.0059866816759332675 }, { "score": 4.788907051086426, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.0005910448836988914 }, { "score": 4.664361476898193, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.0005218323593744934 }, { "score": 4.621510028839111, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.0004999434228001631 }, { "score": 3.4154999256134033, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement", "probability": 0.00014967777763200135 }, { "score": 2.560518503189087, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 6.365662548023346e-05 }, { "score": 2.475904941558838, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E. 8\n\n\n\n\n\n 10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 5.849199167016481e-05 }, { "score": 2.184664249420166, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 4.37131581321205e-05 }, { "score": 1.8266675472259521, "text": "10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 3.055879265046504e-05 }, { "score": 1.7523317337036133, "text": "Each", "probability": 2.8369557251697364e-05 }, { "score": 1.6185872554779053, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 2.4818073657611384e-05 }, { "score": 1.4909119606018066, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause:", "probability": 2.1843357470218544e-05 }, { "score": 1.2772505283355713, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights.", "probability": 1.7641171097400512e-05 }, { "score": 1.2669939994812012, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For", "probability": 1.746115864651561e-05 }, { "score": 1.1489660739898682, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 1.5517229430929554e-05 }, { "score": 0.7648167610168457, "text": "10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 1.0567694616454464e-05 }, { "score": 0.7049543857574463, "text": "9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E. 8\n\n\n\n\n\n 10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 9.953649765733481e-06 }, { "score": 0.6756768226623535, "text": "Affiliates", "probability": 9.666455840173612e-06 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.77135181427002, "probability": 0.9895647079543551 }, { "score": 6.968083381652832, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.00811729300549681 }, { "score": 5.278131484985352, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.001497871092344162 }, { "score": 3.724862575531006, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.00031688254912973197 }, { "score": 3.3576033115386963, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement", "probability": 0.00021948237512931337 }, { "score": 2.8180766105651855, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.00012796352121309686 }, { "score": 1.2648075819015503, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 2.7071356254227018e-05 }, { "score": 1.076174259185791, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 2.2417521914371447e-05 }, { "score": 0.9313240051269531, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For", "probability": 1.9394560251468693e-05 }, { "score": 0.8830838203430176, "text": "Each", "probability": 1.8481171231945643e-05 }, { "score": 0.5430921316146851, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 1.3154458542617259e-05 }, { "score": 0.4740341901779175, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 1.2276695769807527e-05 }, { "score": 0.3330512046813965, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The", "probability": 1.0662360472267828e-05 }, { "score": 0.07152080535888672, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 8.208657808457512e-06 }, { "score": 0.06059062480926514, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 8.119424254353778e-06 }, { "score": -0.6137778162956238, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 4.136668715848588e-06 }, { "score": -0.8724466562271118, "text": "10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 3.1938336486567444e-06 }, { "score": -0.9549984931945801, "text": "On termination of this Agreement:", "probability": 2.940766109946796e-06 }, { "score": -0.9735532999038696, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause: Authorised Persons means the directors, employees, officers, professional advisers, agents and contractors of each Party; Confidential Information means all information in any medium or format (written, oral, visual or electronic, and whether or not marked or described as \"confidential\"), together with Copies, which relates to a Party (the \"Disclosing Party\"), to its Group, or to its (or its Group members') employees, officers, customers or suppliers, and which is directly or indirectly disclosed by the Disclosing Party to the other Party (the \"Recipient Party\") in the course of its dealings relating to this Agreement, before or after the date of this Agreement.", "probability": 2.8867038714330126e-06 }, { "score": -0.9844834804534912, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause: Authorised Persons means the directors, employees, officers, professional advisers, agents and contractors of each Party; Confidential Information means all information in any medium or format (written, oral, visual or electronic, and whether or not marked or described as \"confidential\"), together with Copies, which relates to a Party (the \"Disclosing Party\"), to its Group, or to its (or its Group members') employees, officers, customers or suppliers, and which is directly or indirectly disclosed by the Disclosing Party to the other Party (the \"Recipient Party\") in the course of its dealings relating to this Agreement, before or after the date of this Agreement.", "probability": 2.855323485978575e-06 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.089031219482422, "probability": 0.9901583059576163 }, { "score": 6.788534641265869, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.004940014454147466 }, { "score": 6.11337947845459, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.0025148498357781177 }, { "score": 5.548126697540283, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.0014289791574196515 }, { "score": 3.9115591049194336, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 0.00027814651292504955 }, { "score": 3.846916437149048, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "probability": 0.0002607351997600387 }, { "score": 3.7701752185821533, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 0.000241474556982981 }, { "score": 1.613497257232666, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause:", "probability": 2.7940748753317845e-05 }, { "score": 1.5683549642562866, "text": "For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose.", "probability": 2.6707484890796532e-05 }, { "score": 1.4756896495819092, "text": "Further, any improvements, enhancements, modifications or developments to a Party's intellectual property shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development. 10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 2.4343832802083243e-05 }, { "score": 1.446272611618042, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement", "probability": 2.3638139934551685e-05 }, { "score": 0.9383420944213867, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause:", "probability": 1.4224004416587379e-05 }, { "score": 0.6042132377624512, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement", "probability": 1.0183839820789402e-05 }, { "score": 0.550239086151123, "text": "The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights.", "probability": 9.648746215006436e-06 }, { "score": 0.43996143341064453, "text": "10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 8.641276614969212e-06 }, { "score": 0.4342689514160156, "text": "The", "probability": 8.592226045623558e-06 }, { "score": 0.30536603927612305, "text": "Each", "probability": 7.553076276602012e-06 }, { "score": 0.06252896785736084, "text": "10.2 Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.", "probability": 5.9246277776483735e-06 }, { "score": -0.07094192504882812, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement", "probability": 5.184362948452695e-06 }, { "score": -0.12491607666015625, "text": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights.", "probability": 4.911958873703596e-06 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.260316848754883, "probability": 0.9999904999444816 }, { "score": -0.3905707001686096, "text": "Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 3.204684062081913e-06 }, { "score": -0.8595113754272461, "text": "On termination of this Agreement:", "probability": 2.0050576905405105e-06 }, { "score": -1.5266191959381104, "text": "On termination of this Agreement:", "probability": 1.0289769057111286e-06 }, { "score": -2.088625431060791, "text": "Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 5.865829304738818e-07 }, { "score": -2.324924945831299, "text": "15.3 On termination of this Agreement:", "probability": 4.6313312615944294e-07 }, { "score": -2.773116111755371, "text": "In those circumstances:", "probability": 2.958413634399731e-07 }, { "score": -2.883840322494507, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 2.648329276851742e-07 }, { "score": -2.928115129470825, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 2.5336328265215357e-07 }, { "score": -3.106522798538208, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 2.1196405100299432e-07 }, { "score": -3.258207321166992, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 1.821320852389678e-07 }, { "score": -3.407803535461426, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 1.5682584978156343e-07 }, { "score": -3.579793930053711, "text": ":", "probability": 1.3204536767403e-07 }, { "score": -3.639904499053955, "text": "The Parties enter into this Agreement with the intention that they meet the following key objectives (\"Objectives\"):", "probability": 1.243418949803779e-07 }, { "score": -3.67695951461792, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 1.1981872474062157e-07 }, { "score": -3.6946864128112793, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 1.1771342574693669e-07 }, { "score": -3.701019525527954, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 1.1697028902156685e-07 }, { "score": -4.058867931365967, "text": "15.1 Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 8.1783176543148e-08 }, { "score": -4.1077704429626465, "text": "3. TERM 3.1 This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination). 4. COOPERATION OBLIGATIONS 4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 7.787998945693643e-08 }, { "score": -4.130781173706055, "text": "15.3 On termination of this Agreement:", "probability": 7.610837522909461e-08 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.372182846069336, "probability": 0.9692243862246317 }, { "score": 8.590330123901367, "text": "On termination of this Agreement:", "probability": 0.022079364242893102 }, { "score": 6.80034875869751, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 0.0036864430956093366 }, { "score": 5.840071201324463, "text": "On termination of this Agreement:", "probability": 0.0014111211144312416 }, { "score": 5.613630771636963, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property.", "probability": 0.0011251811842806717 }, { "score": 4.9133734703063965, "text": "15.3 On termination of this Agreement:", "probability": 0.0005586046919933733 }, { "score": 4.412167072296143, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 0.00033840237804395813 }, { "score": 4.307505130767822, "text": "The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 0.0003047749738029159 }, { "score": 4.2344865798950195, "text": "On termination of this Agreement", "probability": 0.00028331381285102503 }, { "score": 3.842075824737549, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 0.00019135769158144358 }, { "score": 3.718440294265747, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith", "probability": 0.0001691031488554856 }, { "score": 3.497633457183838, "text": "The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 0.00013559900529702576 }, { "score": 3.1714606285095215, "text": "The termination of this Agreement for any reason whatsoever, or its expiry: 15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination. 15.5 The parties may terminate this Agreement at any time by mutual consent. 15.6 Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 9.785915110502027e-05 }, { "score": 3.12339186668396, "text": "15.3 On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 9.326644990106318e-05 }, { "score": 2.9950311183929443, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property", "probability": 8.203120315154339e-05 }, { "score": 2.873103141784668, "text": "15.3 On termination of this Agreement:", "probability": 7.26150154272614e-05 }, { "score": 2.5559701919555664, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 5.28807180698002e-05 }, { "score": 2.0520942211151123, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 3.194970040687651e-05 }, { "score": 2.0432801246643066, "text": "The termination of this Agreement for any reason whatsoever, or its expiry: 15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination.", "probability": 3.166933008656058e-05 }, { "score": 1.9916877746582031, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination). 4. COOPERATION OBLIGATIONS 4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 3.0076867580908686e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": [ { "text": "", "score": 12.246393203735352, "probability": 0.9999989071625387 }, { "score": -2.6140291690826416, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 3.5172245036424177e-07 }, { "score": -3.2264761924743652, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 1.9064162332712894e-07 }, { "score": -4.272734642028809, "text": "2.1.3 the establishment of a waste heat recovery solution for W2E proprietary equipment and a technical process for handling new enquiries; 2.1.4 the establishment of a pricing methodology and business process for answering new business enquiries; and 2.1.5 the establishment of a cooperative relationship between the Parties, with agreement on the roles, responsibilities, and specific terms and conditions which will govern it. 2.2 The Parties acknowledge and agree that the Objectives are not contractually binding upon the Parties and shall only be referenced to the extent that there is any inconsistency or ambiguity in this Agreement, in which case the Parties shall attempt to resolve that inconsistency or ambiguity by having regard to the Objectives. 3. TERM 3.1 This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination). 4. COOPERATION OBLIGATIONS 4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 6.696277703361704e-08 }, { "score": -4.293472766876221, "text": "4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 6.558839491369639e-08 }, { "score": -4.359278202056885, "text": "4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 6.141126812804635e-08 }, { "score": -4.407915115356445, "text": "On termination of this Agreement:", "probability": 5.8495885885229524e-08 }, { "score": -4.695418834686279, "text": "Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 4.387973980464434e-08 }, { "score": -4.905920028686523, "text": "4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 3.555040368808547e-08 }, { "score": -5.011971473693848, "text": "The Parties enter into this Agreement with the intention that they meet the following key objectives (\"Objectives\"):", "probability": 3.197326441898033e-08 }, { "score": -5.073915481567383, "text": "Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 3.005280673569274e-08 }, { "score": -5.143062591552734, "text": ":", "probability": 2.8044960340470807e-08 }, { "score": -5.148185729980469, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 2.7901649540430652e-08 }, { "score": -5.6751708984375, "text": "The details of the Parties for the purpose of Notices are as follows: 16\n\n\n\n\n\n\n\n Each Party may alter the above details that relate to it and shall promptly notify the other of any such change by a Notice in accordance with this Clause. 20.4 Any Notice shall be deemed to have been served:", "probability": 1.6472637020960755e-08 }, { "score": -5.74039363861084, "text": "Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 1.543253436013294e-08 }, { "score": -5.755509376525879, "text": ": 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 1.5201014420971172e-08 }, { "score": -5.798680782318115, "text": "15.3 On termination of this Agreement:", "probability": 1.4558729190031148e-08 }, { "score": -5.857417106628418, "text": "4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 1.3728231881592303e-08 }, { "score": -5.939692974090576, "text": "The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 1.2643946540383972e-08 }, { "score": -5.9451494216918945, "text": "SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with 14\n\n\n\n\n\n SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.", "probability": 1.2575143389710958e-08 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.368206024169922, "probability": 0.8396279145687774 }, { "score": 10.156497955322266, "text": "Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 0.09195053468689013 }, { "score": 9.486801147460938, "text": "Nothing in this Clause shall exclude or restrict the liability of either Party arising out of fraud, fraudulent misrepresentation or fraudulent concealment.", "probability": 0.047066145253508926 }, { "score": 8.590023040771484, "text": "Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause. Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 0.019197419163997885 }, { "score": 5.944584846496582, "text": "Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause.", "probability": 0.0013625223582999777 }, { "score": 4.65600061416626, "text": "Nothing in this Clause shall exclude or restrict the liability of either Party arising out of fraud, fraudulent misrepresentation or fraudulent concealment", "probability": 0.0003755939741096564 }, { "score": 3.1384193897247314, "text": "Accordingly", "probability": 8.234580213200219e-05 }, { "score": 3.024784564971924, "text": "the other Party commits a material or persistent breach of the provisions of this Agreement (a \"Breach\"), provided that if the Breach is remediable, the other Party shall be given thirty (30) days to remedy the Breach from receipt of the first Party's written notice specifying the nature of the Breach and requesting that the same be remedied.", "probability": 7.35005327608569e-05 }, { "score": 2.375906467437744, "text": "Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have", "probability": 3.841371499309822e-05 }, { "score": 2.2753915786743164, "text": "18.3 Nothing in this Clause shall exclude or restrict the liability of either Party arising out of fraud, fraudulent misrepresentation or fraudulent concealment.", "probability": 3.474027470864316e-05 }, { "score": 2.223773717880249, "text": "Nothing", "probability": 3.299255096154261e-05 }, { "score": 2.0142221450805664, "text": "either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 2.6755237130212602e-05 }, { "score": 1.9459419250488281, "text": "11.10 Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause. Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 2.4989357012313346e-05 }, { "score": 1.7445738315582275, "text": "Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in the Confidential Information. 11.9 The undertakings and other provisions of this Clause shall continue in force without limit in time and shall survive termination of this Agreement, but shall cease to apply to information which may enter the public domain otherwise than through the unauthorised disclosure by or fault of the recipient of the Confidential Information or by a person with whom such recipient is connected in any way. 11.10 Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause. Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 2.0431583639632017e-05 }, { "score": 1.6963844299316406, "text": "Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have. 12. PUBLICITY 12.1 The Parties shall cooperate in any public relations or publicity exercises pertaining to the Alliance, and agree to share with each other and coordinate the content and", "probability": 1.947034462623918e-05 }, { "score": 1.5719444751739502, "text": "Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause. Accordingly", "probability": 1.7192144507986897e-05 }, { "score": 1.5543442964553833, "text": "Each Party agrees to indemnify, hold and save harmless the other Party, and defend at its own expense, from and against all suits, claims, demands and liability of any nature and kind, including their cost and expenses, arising from: 14.1.1 the negligence; or 14.1.2 any intentionally wrongful acts or omissions, of the Party's own employees, agents, affiliates or subcontractors in connection with this Agreement.", "probability": 1.689220691224207e-05 }, { "score": 1.4394094944000244, "text": "Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights.", "probability": 1.5058123064111841e-05 }, { "score": 0.9069275856018066, "text": "Each", "probability": 8.841315477667982e-06 }, { "score": 0.837317943572998, "text": "Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have. 12. PUBLICITY 12.1 The Parties shall cooperate in any public relations or publicity exercises pertaining to the Alliance, and agree to share with each other and coordinate the content and 11\n\n\n\n\n\n timing of press releases, prior to submission of such information for public release.", "probability": 8.246806489626794e-06 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.214700698852539, "probability": 0.905854368453492 }, { "score": 9.553385734558105, "text": "Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 0.06327963703629991 }, { "score": 8.407922744750977, "text": "Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause. Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 0.020127772902729633 }, { "score": 7.234114170074463, "text": "Nothing in this Clause shall exclude or restrict the liability of either Party arising out of fraud, fraudulent misrepresentation or fraudulent concealment.", "probability": 0.006223248411786084 }, { "score": 6.382271766662598, "text": "Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause.", "probability": 0.0026550131821543727 }, { "score": 5.693597793579102, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 0.001333458104739193 }, { "score": 3.2106404304504395, "text": "Each Party agrees to indemnify, hold and save harmless the other Party, and defend at its own expense, from and against all suits, claims, demands and liability of any nature and kind, including their cost and expenses, arising from: 14.1.1 the negligence; or 14.1.2 any intentionally wrongful acts or omissions, of the Party's own employees, agents, affiliates or subcontractors in connection with this Agreement.", "probability": 0.00011133832765526233 }, { "score": 3.0276732444763184, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 9.272205631836117e-05 }, { "score": 2.856661319732666, "text": "Accordingly", "probability": 7.81472175106731e-05 }, { "score": 2.3446309566497803, "text": "Nothing in this Clause shall exclude or restrict the liability of either Party arising out of fraud, fraudulent misrepresentation or fraudulent concealment.", "probability": 4.6831876304265804e-05 }, { "score": 2.114445686340332, "text": "11.10 Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause. Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 3.7202606215122284e-05 }, { "score": 1.7241268157958984, "text": "Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have", "probability": 2.518024976696439e-05 }, { "score": 1.711198329925537, "text": "Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause. Accordingly", "probability": 2.4856802609862395e-05 }, { "score": 1.4591963291168213, "text": "The express provisions of this Agreement are in place of corresponding warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise (including implied undertakings of satisfactory quality, conformity with description and reasonable fitness for purpose), all of which are hereby excluded to the maximum extent permitted by law. 14. INDEMNITIES 14.1 Each Party agrees to indemnify, hold and save harmless the other Party, and defend at its own expense, from and against all suits, claims, demands and liability of any nature and kind, including their cost and expenses, arising from: 14.1.1 the negligence; or 14.1.2 any intentionally wrongful acts or omissions, of the Party's own employees, agents, affiliates or subcontractors in connection with this Agreement.", "probability": 1.9319780378510353e-05 }, { "score": 1.3855996131896973, "text": "Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have. 12. PUBLICITY 12.1 The Parties shall cooperate in any public relations or publicity exercises pertaining to the Alliance, and agree to share with each other and coordinate the content and", "probability": 1.7948970243179962e-05 }, { "score": 1.2624528408050537, "text": "Nothing in this Clause shall exclude or restrict the liability of either Party arising out of fraud, fraudulent misrepresentation or fraudulent concealment", "probability": 1.5869292821541906e-05 }, { "score": 1.2112327814102173, "text": "the other Party commits a material or persistent breach of the provisions of this Agreement (a \"Breach\"), provided that if the Breach is remediable, the other Party shall be given thirty (30) days to remedy the Breach from receipt of the first Party's written notice specifying the nature of the Breach and requesting that the same be remedied.", "probability": 1.5076932299061332e-05 }, { "score": 1.1408517360687256, "text": "either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 1.4052282921546507e-05 }, { "score": 1.1390748023986816, "text": "Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause", "probability": 1.4027335118742004e-05 }, { "score": 1.1319808959960938, "text": "Each", "probability": 1.392817863556218e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.146759033203125, "probability": 0.9992300577448903 }, { "score": 4.7165937423706055, "text": "On termination of this Agreement:", "probability": 0.0005926328269073036 }, { "score": 1.9198964834213257, "text": "15.3 On termination of this Agreement:", "probability": 3.615726039964342e-05 }, { "score": 1.8559410572052002, "text": "On termination of this Agreement:", "probability": 3.391720280857438e-05 }, { "score": 1.7552635669708252, "text": "the other Party commits a material or persistent breach of the provisions of this Agreement (a \"Breach\"), provided that if the Breach is remediable, the other Party shall be given thirty (30) days to remedy the Breach from receipt of the first Party's written notice specifying the nature of the Breach and requesting that the same be remedied. 15.2 Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 3.066876938458883e-05 }, { "score": 1.3989527225494385, "text": "Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 2.1475956531275282e-05 }, { "score": 0.8443900346755981, "text": "Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause. Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 1.233414361860518e-05 }, { "score": 0.47255098819732666, "text": "Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 8.50396286401408e-06 }, { "score": 0.3731590509414673, "text": "Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause.", "probability": 7.699384086466159e-06 }, { "score": 0.3401949405670166, "text": "On termination of this Agreement", "probability": 7.4497183515464635e-06 }, { "score": 0.2530208230018616, "text": "15.3 On termination of this Agreement:", "probability": 6.827797238845087e-06 }, { "score": -0.6861271858215332, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 2.6694009932007e-06 }, { "score": -1.0288962125778198, "text": "Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 1.894746531967309e-06 }, { "score": -1.253718614578247, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith", "probability": 1.5132545633338652e-06 }, { "score": -1.321008563041687, "text": "Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 1.414778133808778e-06 }, { "score": -1.3417320251464844, "text": "15.1.2 the other Party commits a material or persistent breach of the provisions of this Agreement (a \"Breach\"), provided that if the Breach is remediable, the other Party shall be given thirty (30) days to remedy the Breach from receipt of the first Party's written notice specifying the nature of the Breach and requesting that the same be remedied. 15.2 Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 1.3857607416605967e-06 }, { "score": -1.4898717403411865, "text": ":", "probability": 1.1949562162693313e-06 }, { "score": -1.893251895904541, "text": "3 On termination of this Agreement:", "probability": 7.983001615552705e-07 }, { "score": -1.9622306823730469, "text": "15.2 Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 7.450906453264942e-07 }, { "score": -2.085096597671509, "text": "13\n\n\n\n\n\n 15.3 On termination of this Agreement:", "probability": 6.589449314874556e-07 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.824663162231445, "probability": 0.8795230630190737 }, { "score": 9.507152557373047, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 0.08664932115964277 }, { "score": 8.003750801086426, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 0.019268418829144762 }, { "score": 6.979796409606934, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 0.006920673102764567 }, { "score": 6.248359203338623, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "probability": 0.003330344752179329 }, { "score": 5.4573564529418945, "text": "Any Notice shall be deemed to have been served: 20.4.1 if delivered by hand, at the time and date of delivery; 20.4.2 if sent by fax, at the time and date of the successful fax transmission report; 20.4.3 if sent by recorded delivery or registered post, 48 hours from the date of posting (such date as evidenced by postal receipt etc); or 20.4.4 if sent by registered airmail, five days from the date of posting.", "probability": 0.0015099447751653113 }, { "score": 5.125804424285889, "text": "if sent by registered airmail, five days from the date of posting.", "probability": 0.0010838516601397665 }, { "score": 3.715378999710083, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement", "probability": 0.00026450255293241167 }, { "score": 3.6139652729034424, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement. 16. FURTHER ASSURANCE 16.1 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement. 17. ASSIGNMENT 17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with", "probability": 0.0002389936963223808 }, { "score": 3.3522450923919678, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "probability": 0.00018395975223921794 }, { "score": 3.1532235145568848, "text": "Any Notice shall be deemed to have been served: 20.4.1 if delivered by hand, at the time and date of delivery; 20.4.2 if sent by fax, at the time and date of the successful fax transmission report; 20.4.3 if sent by recorded delivery or registered post, 48 hours from the date of posting (such date as evidenced by postal receipt etc);", "probability": 0.00015076094219535722 }, { "score": 3.1191067695617676, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties", "probability": 0.00014570421950697095 }, { "score": 2.987731456756592, "text": "Any Notice shall be deemed to have been served:", "probability": 0.00012776636980093978 }, { "score": 2.9575443267822266, "text": "Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement", "probability": 0.00012396710277961143 }, { "score": 2.855743885040283, "text": "Each", "probability": 0.00011196829921417444 }, { "score": 2.8418643474578857, "text": "15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 0.00011042496614760568 }, { "score": 2.599874496459961, "text": "15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.", "probability": 8.669068164957279e-05 }, { "score": 2.4381072521209717, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination). 4. COOPERATION OBLIGATIONS 4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 7.374248970906135e-05 }, { "score": 2.076702356338501, "text": "Each", "probability": 5.137616041931435e-05 }, { "score": 1.9335894584655762, "text": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement", "probability": 4.452546897316011e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Insurance": [ { "text": "", "score": 12.180091857910156, "probability": 0.9999971409719551 }, { "score": -1.6623761653900146, "text": "On termination of this Agreement:", "probability": 9.73399861012852e-07 }, { "score": -2.5849878787994385, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 3.869065694236329e-07 }, { "score": -2.9867923259735107, "text": "On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 2.588836658083006e-07 }, { "score": -3.496413230895996, "text": "Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 1.5551744146759166e-07 }, { "score": -3.548255205154419, "text": "15.3 On termination of this Agreement:", "probability": 1.4766052880369786e-07 }, { "score": -3.6698098182678223, "text": "4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 1.3075970185188675e-07 }, { "score": -3.766139030456543, "text": "In those circumstances:", "probability": 1.1875138304570239e-07 }, { "score": -3.875209331512451, "text": "3.1 This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination). 4. COOPERATION OBLIGATIONS 4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 1.064804913429584e-07 }, { "score": -4.202472686767578, "text": "The Parties enter into this Agreement with the intention that they meet the following key objectives (\"Objectives\"):", "probability": 7.676113314693302e-08 }, { "score": -4.314580917358398, "text": "15.1 Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:", "probability": 6.862042305838631e-08 }, { "score": -4.402699947357178, "text": "The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 6.283241939314275e-08 }, { "score": -4.418963432312012, "text": "Each Party hereby represents and warrants to the other Party that: 13.1.1 all acts, conditions, authorisations, consents (including shareholder or parent company consents) and other things (including all licences and permits) required in order to enable it lawfully to enter into, exercise its rights under or perform its obligations under this Agreement and any other documents to be executed in connection with it or to authorise the same, have been duly done, fulfilled, obtained and performed and are in full force and effect; and 13.1.2 neither the execution nor the delivery nor the performance of this Agreement will:", "probability": 6.181881003753971e-08 }, { "score": -4.598011493682861, "text": "4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 5.168458767426226e-08 }, { "score": -4.638247966766357, "text": "Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 4.964626461088987e-08 }, { "score": -4.6716694831848145, "text": ":", "probability": 4.8014432212987944e-08 }, { "score": -4.808016300201416, "text": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination). 4. COOPERATION OBLIGATIONS 4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice. 4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:", "probability": 4.189451116099273e-08 }, { "score": -4.851037979125977, "text": "For purposes of this Clause:", "probability": 4.013035942994039e-08 }, { "score": -4.854443550109863, "text": "Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to: 4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and marketing activities to be as agreed by the Parties from time to time; 4.2.2 identify, assess and communicate opportunities for W2E; and 4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both Parties and as shall be agreed by the Parties from time to time. 4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:", "probability": 3.9993925092565904e-08 }, { "score": -4.872671127319336, "text": "15.3 On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 3.9271536433261085e-08 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.100351333618164, "probability": 0.9428150225522336 }, { "score": 8.349189758300781, "text": "Dispute means any dispute, issue or claim arising out of or relating to this Agreement;", "probability": 0.022147143567409083 }, { "score": 7.530668258666992, "text": "The termination of this Agreement for any reason whatsoever, or its expiry: 15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination.", "probability": 0.009768735491188287 }, { "score": 7.392951011657715, "text": "Dispute means any dispute, issue or claim arising out of or relating to this Agreement;", "probability": 0.008511939142404706 }, { "score": 7.387758255004883, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 0.008467853276444911 }, { "score": 6.156149864196777, "text": "15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination.", "probability": 0.0024711129482423554 }, { "score": 5.749054908752441, "text": "15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry: 15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination.", "probability": 0.001644725794492661 }, { "score": 5.504129886627197, "text": "each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry: 15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination.", "probability": 0.0012874308687246272 }, { "score": 4.843013763427734, "text": "Nothing in this Clause shall prejudice the right of either Party to: 19.4.1 apply to Court for interim relief to prevent the violation by a Party of any proprietary interest, or any breach of either Party's obligations which could cause irreparable harm to the other Party; or 19.4.2 to bring proceedings intended to result in the enforcement of a settlement agreement or of a binding determination of a dispute between the Parties.", "probability": 0.0006646680969303116 }, { "score": 4.828028678894043, "text": "shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination.", "probability": 0.0006547822444689679 }, { "score": 4.051320552825928, "text": "and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination.", "probability": 0.00030114582115439893 }, { "score": 4.025847434997559, "text": "Nothing in this Clause shall prejudice the right of either Party to:", "probability": 0.00029357157752878186 }, { "score": 3.685300350189209, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party", "probability": 0.00020884125135663554 }, { "score": 3.2436723709106445, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.0001342825847904609 }, { "score": 3.2350072860717773, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 0.00013312404148783948 }, { "score": 3.1659514904022217, "text": "15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination.", "probability": 0.00012424128736122838 }, { "score": 3.0829415321350098, "text": "The termination of this Agreement for any reason whatsoever, or its expiry:", "probability": 0.00011434447267652897 }, { "score": 3.0015530586242676, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.00010540679565130492 }, { "score": 2.707550287246704, "text": "Dispute means any dispute, issue or claim arising out of or relating to this Agreement", "probability": 7.855698912590542e-05 }, { "score": 2.635160207748413, "text": "Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.", "probability": 7.307119632790363e-05 } ], "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.220830917358398, "probability": 0.9994971090938849 }, { "score": 3.6365668773651123, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 0.0001869317357182705 }, { "score": 3.3868038654327393, "text": "Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement.", "probability": 0.00014561708758163713 }, { "score": 2.2621636390686035, "text": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 4.729195811233341e-05 }, { "score": 1.7152804136276245, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 2.7370260393472694e-05 }, { "score": 1.5943788290023804, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 2.4253366978266744e-05 }, { "score": 1.3620630502700806, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party. 9. NON-CIRCUMVENTION 9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 1.922554134682673e-05 }, { "score": 1.22873854637146, "text": "Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement. 17. ASSIGNMENT 17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into agreements with", "probability": 1.682582939280602e-05 }, { "score": 0.704026460647583, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV,", "probability": 9.956275778547594e-06 }, { "score": 0.06515491008758545, "text": "It is the intention of the Parties that W2E (or such other entity that it shall nominate) shall be the prime contractor entering into agreements with its customers, with SHBV acting as a subcontractor under the Manufacturing Agreement for the responsibilities that fall to SHBV.", "probability": 5.255796345051529e-06 }, { "score": -0.5576584339141846, "text": "9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 2.8193833456809735e-06 }, { "score": -0.647404670715332, "text": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV", "probability": 2.5773763231335422e-06 }, { "score": -0.8011187314987183, "text": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "probability": 2.210144486079263e-06 }, { "score": -0.8243365287780762, "text": "9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 9.2 SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E, without the prior consent and/or direct participation of W2E.", "probability": 2.1594209227411804e-06 }, { "score": -0.9452381134033203, "text": "9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 1.913508580001647e-06 }, { "score": -0.9628996849060059, "text": "W", "probability": 1.8800097035695707e-06 }, { "score": -1.019721269607544, "text": "Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement", "probability": 1.7761628827064232e-06 }, { "score": -1.0456244945526123, "text": "On termination of this Agreement:", "probability": 1.7307453063492827e-06 }, { "score": -1.0921485424041748, "text": "Each", "probability": 1.652068403640401e-06 }, { "score": -1.2265971899032593, "text": "9.1 W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV.", "probability": 1.4442345142932489e-06 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Document Name": [ { "score": 13.599164962768555, "text": "Endorsement Agreement", "probability": 0.1556932410016784 }, { "score": 13.548312187194824, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement", "probability": 0.14797374981679023 }, { "score": 13.35633373260498, "text": "Endorsement Agreement Addendum I", "probability": 0.12212638331494062 }, { "score": 13.30548095703125, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I", "probability": 0.11607118442912777 }, { "score": 13.07400894165039, "text": "ENDORSEMENT AGREEMENT ADDENDUM I", "probability": 0.09208680330330475 }, { "score": 12.848840713500977, "text": "ADDENDUM I This Endorsement Agreement", "probability": 0.07352043672398062 }, { "score": 12.719108581542969, "text": "ENDORSEMENT AGREEMENT", "probability": 0.06457525489716548 }, { "score": 12.606009483337402, "text": "ADDENDUM I This Endorsement Agreement Addendum I", "probability": 0.05766971628998269 }, { "score": 12.374537467956543, "text": "ADDENDUM I", "probability": 0.045753128536356526 }, { "score": 11.614396095275879, "text": "Addendum I", "probability": 0.021394177381111403 }, { "score": 11.554997444152832, "text": "Endorsement Agreement", "probability": 0.020160397270523003 }, { "score": 11.272046089172363, "text": "Endorsement Agreement", "probability": 0.0151919972714817 }, { "score": 10.9573392868042, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement", "probability": 0.011090201730900105 }, { "score": 10.906486511230469, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement", "probability": 0.010540333837152608 }, { "score": 10.890851020812988, "text": "Endorsement Agreement Addendum I (", "probability": 0.010376812249860689 }, { "score": 10.839998245239258, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (", "probability": 0.00986231521598383 }, { "score": 10.482001304626465, "text": "Endorsement Agreement Addendum", "probability": 0.006894500117634656 }, { "score": 10.431148529052734, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum", "probability": 0.006552661046523551 }, { "score": 10.406294822692871, "text": "Endorsement Agreement Addendum I (the \"Addendum", "probability": 0.00639181028163465 }, { "score": 10.35544204711914, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum", "probability": 0.006074895283866544 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Parties": [ { "score": 11.951309204101562, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. 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AND: Food For Athletes, Inc.", "probability": 0.08577709861024758 }, { "score": 11.77621078491211, "text": "Food For Athletes, Inc.", "probability": 0.08324766103634171 }, { "score": 11.77421760559082, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC", "probability": 0.08308189877165535 }, { "score": 11.629051208496094, "text": "NFLA-NC", "probability": 0.07185573701074802 }, { "score": 11.182833671569824, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122", "probability": 0.04599087096282852 }, { "score": 11.134140968322754, "text": "National Football League Alumni - Northern California Chapter", "probability": 0.04380509856568098 }, { "score": 11.062032699584961, "text": "National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122", "probability": 0.040757584598290084 }, { "score": 11.055370330810547, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA", "probability": 0.04048694509052054 }, { "score": 11.037667274475098, "text": "NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122", "probability": 0.039776509416124525 }, { "score": 11.007735252380371, "text": "Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122", "probability": 0.0386035600029819 }, { "score": 10.934569358825684, "text": "National Football League Alumni, Inc. 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(\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron", "probability": 0.0309448177629759 }, { "score": 10.66579532623291, "text": "National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron", "probability": 0.027423616936338 }, { "score": 10.641429901123047, "text": "NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. 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AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron", "probability": 0.02676350348146499 }, { "score": 10.61149787902832, "text": "Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron", "probability": 0.025974288033376952 }, { "score": 10.540079116821289, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 0.024183930041552875 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Agreement Date": [ { "score": 15.40717887878418, "text": "November 7, 2017", "probability": 0.5874475561339817 }, { "score": 13.928985595703125, "text": "November 7, 2017,", "probability": 0.1339670256992651 }, { "score": 13.549842834472656, "text": "November 22nd, 2017", "probability": 0.09169344848041552 }, { "score": 13.084247589111328, "text": "November 22nd, 2017", "probability": 0.057561600431247806 }, { "score": 12.929370880126953, "text": "November 22nd, 2017.", "probability": 0.04930270645561811 }, { "score": 12.203997611999512, "text": "The parties have executed this Agreement on November 22nd, 2017", "probability": 0.02386960062824888 }, { "score": 12.195796966552734, "text": "November 22nd, 2017.", "probability": 0.023674654929335997 }, { "score": 11.583526611328125, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 0.012834472416614024 }, { "score": 11.45842170715332, "text": "The parties have executed this Agreement on November 22nd, 2017", "probability": 0.01132519403151651 }, { "score": 10.56997299194336, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 0.00465797632612898 }, { "score": 8.760771751403809, "text": "November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017", "probability": 0.0007629062301601825 }, { "score": 8.672494888305664, "text": "November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 0.0006984462774173897 }, { "score": 8.476947784423828, "text": "November 22nd", "probability": 0.000574391466068588 }, { "score": 7.994742393493652, "text": "7, 2017", "probability": 0.00035464091466516927 }, { "score": 7.99113130569458, "text": "November 7", "probability": 0.0003533625846552346 }, { "score": 7.7701311111450195, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017", "probability": 0.0002832966231933189 }, { "score": 7.395888805389404, "text": "November 22nd", "probability": 0.00019485431591325227 }, { "score": 7.260408878326416, "text": ", 2017", "probability": 0.00017016562958340901 }, { "score": 7.174871444702148, "text": "22nd, 2017", "probability": 0.00015621524326666535 }, { "score": 6.889948844909668, "text": "22nd, 2017", "probability": 0.00011748518270411851 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Effective Date": [ { "score": 15.12840747833252, "text": "November 7, 2017", "probability": 0.4955404907442069 }, { "score": 13.405431747436523, "text": "November 7, 2017,", "probability": 0.08847086922033791 }, { "score": 13.318763732910156, "text": "November 22nd, 2017", "probability": 0.08112614767746218 }, { "score": 13.096845626831055, "text": "November 22nd, 2017", "probability": 0.06498049941414732 }, { "score": 13.063093185424805, "text": "The parties have executed this Agreement on November 22nd, 2017", "probability": 0.06282384974979797 }, { "score": 13.005346298217773, "text": "November 22nd, 2017.", "probability": 0.0592987298819556 }, { "score": 12.749675750732422, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 0.045920761716296644 }, { "score": 12.636178970336914, "text": "November 22nd, 2017.", "probability": 0.04099378867010979 }, { "score": 12.31480884552002, "text": "The parties have executed this Agreement on November 22nd, 2017", "probability": 0.029726842768810498 }, { "score": 11.854142189025879, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 0.018753563319473136 }, { "score": 10.765111923217773, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017", "probability": 0.006311374693017998 }, { "score": 9.532557487487793, "text": "November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 0.0018400616500610317 }, { "score": 9.521255493164062, "text": "November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017", "probability": 0.0018193823624543645 }, { "score": 9.042135238647461, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017,", "probability": 0.0011267944456414209 }, { "score": 7.9742326736450195, "text": "November 7", "probability": 0.0003873116018018922 }, { "score": 7.831745624542236, "text": "November 22nd", "probability": 0.000335876150584935 }, { "score": 7.049708366394043, "text": "The parties have executed this Agreement on November 22nd", "probability": 0.00015365429393822915 }, { "score": 7.014756679534912, "text": "7, 2017", "probability": 0.0001483765868237626 }, { "score": 6.936073303222656, "text": "this Agreement on November 22nd, 2017", "probability": 0.0001371493079237739 }, { "score": 6.6639580726623535, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017", "probability": 0.00010447574515495172 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Expiration Date": [ { "text": "", "score": 10.945226669311523, "probability": 0.9955484725166269 }, { "score": 4.6368608474731445, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017,", "probability": 0.0018129003971265663 }, { "score": 4.546843528747559, "text": "November 7, 2017,", "probability": 0.0016568375141618387 }, { "score": 3.0886945724487305, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017", "probability": 0.0003854906721939357 }, { "score": 2.9986777305603027, "text": "November 7, 2017", "probability": 0.00035230601340067004 }, { "score": 1.3983352184295654, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017,", "probability": 7.11049988781998e-05 }, { "score": 0.2888888120651245, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 2.3446265668926225e-05 }, { "score": 0.08473122119903564, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 1.911653456923951e-05 }, { "score": 0.06107687950134277, "text": "7, 2017,", "probability": 1.866965172496818e-05 }, { "score": -0.019608736038208008, "text": "effective November 7, 2017,", "probability": 1.7222448661440172e-05 }, { "score": -0.14983069896697998, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017", "probability": 1.5119597116336511e-05 }, { "score": -0.27405524253845215, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.3353348549604322e-05 }, { "score": -0.3640720844268799, "text": "November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.220383612990241e-05 }, { "score": -0.4696061611175537, "text": "Addendum I (the \"Addendum\") is made and effective November 7, 2017,", "probability": 1.0981546382969173e-05 }, { "score": -0.5353720188140869, "text": ",", "probability": 1.0282571809959824e-05 }, { "score": -0.6532564163208008, "text": "and effective November 7, 2017,", "probability": 9.139137424245291e-06 }, { "score": -0.6800041198730469, "text": "is made and effective November 7, 2017,", "probability": 8.897926781876103e-06 }, { "score": -1.0974009037017822, "text": "2017,", "probability": 5.861593646339847e-06 }, { "score": -1.3346576690673828, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017,", "probability": 4.623558998619765e-06 }, { "score": -1.4870890378952026, "text": "7, 2017", "probability": 3.969870147489444e-06 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Renewal Term": [ { "text": "", "score": 10.996894836425781, "probability": 0.9999962425643475 }, { "score": -2.8832030296325684, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 9.374507409198908e-07 }, { "score": -3.613219976425171, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.517582838972014e-07 }, { "score": -3.7876181602478027, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 3.7945995954733797e-07 }, { "score": -4.0540924072265625, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.906950663647592e-07 }, { "score": -4.127053260803223, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.7024095373680016e-07 }, { "score": -4.363650321960449, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.133036891919504e-07 }, { "score": -4.4626688957214355, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.931946726951312e-07 }, { "score": -4.950592994689941, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement", "probability": 1.1860210657107634e-07 }, { "score": -4.958507537841797, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 1.1766712991782516e-07 }, { "score": -5.031468391418457, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 1.0938774369347176e-07 }, { "score": -5.241739273071289, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 8.86439664635016e-08 }, { "score": -5.268065452575684, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. 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A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 6.504439620432662e-08 }, { "score": -5.565769195556641, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 6.41098518754337e-08 }, { "score": -5.813283443450928, "text": "Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 5.0053067852000627e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.461751937866211, "probability": 0.9999995435217764 }, { "score": -4.801847457885742, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017,", "probability": 8.645862577043207e-08 }, { "score": -4.820058345794678, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017,", "probability": 8.489838721161064e-08 }, { "score": -4.853971481323242, "text": "November 7, 2017,", "probability": 8.206749030798325e-08 }, { "score": -6.2728681564331055, "text": "Addendum I (the \"Addendum\") is made and effective November 7, 2017,", "probability": 1.985876132180766e-08 }, { "score": -6.287720203399658, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017,", "probability": 1.9565997518385233e-08 }, { "score": -6.347265720367432, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.8434938990359474e-08 }, { "score": -6.365476608276367, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.8102260759749473e-08 }, { "score": -6.39939022064209, "text": "November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.7498641020799647e-08 }, { "score": -6.612645149230957, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.413802948655675e-08 }, { "score": -6.686760425567627, "text": "effective November 7, 2017,", "probability": 1.3128074347309995e-08 }, { "score": -6.763311386108398, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.2160610203568175e-08 }, { "score": -6.763391017913818, "text": "is made and effective November 7, 2017,", "probability": 1.2159641870778213e-08 }, { "score": -6.764368057250977, "text": "Endorsement Agreement", "probability": 1.214776722428771e-08 }, { "score": -6.938748359680176, "text": "7, 2017,", "probability": 1.0203849825185403e-08 }, { "score": -7.226014614105225, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 7.656070239115133e-09 }, { "score": -7.2381110191345215, "text": "SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.564017190504036e-09 }, { "score": -7.266857624053955, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.349672971400884e-09 }, { "score": -7.3276872634887695, "text": "Endorsement", "probability": 6.915921236144389e-09 }, { "score": -7.441901206970215, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 6.169465687034304e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Governing Law": [ { "text": "", "score": 12.016838073730469, "probability": 0.9999989783383889 }, { "score": -2.984179973602295, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 3.0559074371762e-07 }, { "score": -3.469254970550537, "text": "National Football League Alumni, Inc.", "probability": 1.881372540150437e-07 }, { "score": -4.293570041656494, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054.", "probability": 8.250481868164603e-08 }, { "score": -4.5914387702941895, "text": "Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\").", "probability": 6.125147748020019e-08 }, { "score": -4.760929107666016, "text": "Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 5.170206040876113e-08 }, { "score": -4.778645038604736, "text": "National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054.", "probability": 5.079417603079373e-08 }, { "score": -5.231567859649658, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida,", "probability": 3.2293271050127007e-08 }, { "score": -5.268061637878418, "text": "Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122", "probability": 3.113601238191153e-08 }, { "score": -5.326414108276367, "text": "Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017.", "probability": 2.9371142164733397e-08 }, { "score": -5.342789649963379, "text": "Food For Athletes, Inc. a corporation organized under the laws of California", "probability": 2.889409045232434e-08 }, { "score": -5.360221862792969, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 2.8394767316179247e-08 }, { "score": -5.687467098236084, "text": "NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 2.0469984517409327e-08 }, { "score": -5.7166428565979, "text": "National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida,", "probability": 1.9881385360770313e-08 }, { "score": -5.7907304763793945, "text": "Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada", "probability": 1.8461662141225858e-08 }, { "score": -5.895760536193848, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\").", "probability": 1.6620987522137786e-08 }, { "score": -5.943327903747559, "text": "BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.5848880038675045e-08 }, { "score": -6.068130016326904, "text": "Food", "probability": 1.3989355587169772e-08 }, { "score": -6.070319175720215, "text": "Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054.", "probability": 1.3958764154957594e-08 }, { "score": -6.191898345947266, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.2360778007096726e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Most Favored Nation": [ { "text": "", "score": 11.76699447631836, "probability": 0.994638595890483 }, { "score": 6.258914947509766, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 0.004032150764902809 }, { "score": 3.6183154582977295, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 0.000287566952656077 }, { "score": 3.3716464042663574, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.00022470460161245362 }, { "score": 3.1273584365844727, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.0001760025863702758 }, { "score": 2.934401750564575, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 0.00014511724533350546 }, { "score": 2.172184705734253, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 6.771616729872055e-05 }, { "score": 1.870481252670288, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.007998895785237e-05 }, { "score": 1.8466248512268066, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.889939894334605e-05 }, { "score": 1.8174397945404053, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA", "probability": 4.7492891545679776e-05 }, { "score": 1.7207727432250977, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit", "probability": 4.3116812267262164e-05 }, { "score": 1.6261935234069824, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.9225764048436225e-05 }, { "score": 1.5401281118392944, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 3.5990980502592075e-05 }, { "score": 1.4190692901611328, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit", "probability": 3.188735524142816e-05 }, { "score": 1.2151625156402588, "text": "e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 2.60053625654489e-05 }, { "score": 1.2106678485870361, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 2.5888739406589084e-05 }, { "score": 1.174781322479248, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit", "probability": 2.4976155159824207e-05 }, { "score": 0.8829619884490967, "text": "d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 1.865477680185913e-05 }, { "score": 0.8619379997253418, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 1.8266673024761858e-05 }, { "score": 0.8282124996185303, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products", "probability": 1.7660892878159142e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Compete": [ { "text": "", "score": 11.64676284790039, "probability": 0.99999964791843 }, { "score": -5.110198497772217, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 5.2789068811440324e-08 }, { "score": -5.129092216491699, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.180105005917859e-08 }, { "score": -5.278155326843262, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.462736831254421e-08 }, { "score": -5.324723720550537, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.259679077058939e-08 }, { "score": -5.492680549621582, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.601091501427469e-08 }, { "score": -5.941289901733398, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.2993526855017753e-08 }, { "score": -6.2482194900512695, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 1.6916392917618658e-08 }, { "score": -6.296349048614502, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 1.6121496831985336e-08 }, { "score": -6.876412391662598, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 9.025828001252972e-09 }, { "score": -7.012765884399414, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 7.875343104318667e-09 }, { "score": -7.164132118225098, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 6.769116111093417e-09 }, { "score": -7.180723190307617, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 6.657735732605971e-09 }, { "score": -7.213445663452148, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 6.443404010387269e-09 }, { "score": -7.228377342224121, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 6.3479079043671724e-09 }, { "score": -7.332089424133301, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.722542575481144e-09 }, { "score": -7.381402492523193, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.447191443842242e-09 }, { "score": -7.3847784996032715, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 5.428832694032827e-09 }, { "score": -7.541607856750488, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory", "probability": 4.640837196366108e-09 }, { "score": -7.724225044250488, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 3.8662211876399495e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Exclusivity": [ { "text": "", "score": 12.009979248046875, "probability": 0.9999998629086756 }, { "score": -5.768895149230957, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.8999094166398994e-08 }, { "score": -6.1077470779418945, "text": "Endorsement Agreement", "probability": 1.3538525660689231e-08 }, { "score": -6.176201343536377, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 1.2642764917511102e-08 }, { "score": -6.238228797912598, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 1.1882392159548512e-08 }, { "score": -6.675512313842773, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 7.673510001127815e-09 }, { "score": -6.753467082977295, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 7.098044821219181e-09 }, { "score": -6.846487045288086, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 6.467563197110346e-09 }, { "score": -6.847487449645996, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 6.46109625402127e-09 }, { "score": -6.958799362182617, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 5.780482112226183e-09 }, { "score": -7.0086283683776855, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.499504973835195e-09 }, { "score": -7.020663261413574, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.433715697245338e-09 }, { "score": -7.177281379699707, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.645992741839921e-09 }, { "score": -7.190751075744629, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.583832213319599e-09 }, { "score": -7.195428371429443, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 4.562442337071944e-09 }, { "score": -7.2221174240112305, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 4.442285640110041e-09 }, { "score": -7.223117828369141, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 4.4378437803949555e-09 }, { "score": -7.22733211517334, "text": "Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.419180787136801e-09 }, { "score": -7.256778717041016, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/ Elvis Gooden Elvis Gooden - President NFL Alumni - Northern California Chapter By: /s/ Eric Price Eric Price - President Endorsement Agreement", "probability": 4.290948202612346e-09 }, { "score": -7.270586967468262, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 4.2321049116660076e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__No-Solicit Of Customers": [ { "text": "", "score": 11.996050834655762, "probability": 0.9999999016945104 }, { "score": -6.22220516204834, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.2243678242359857e-08 }, { "score": -6.26130485534668, "text": "The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 1.1774192365564978e-08 }, { "score": -6.3264265060424805, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.103187045696745e-08 }, { "score": -6.390872001647949, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.0343340703426685e-08 }, { "score": -6.457156181335449, "text": ".", "probability": 9.679969230825512e-09 }, { "score": -7.031367301940918, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 5.451264510534868e-09 }, { "score": -7.0425872802734375, "text": "Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 5.390443285309849e-09 }, { "score": -7.166950225830078, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.760080967868547e-09 }, { "score": -7.198737144470215, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 4.611152194516578e-09 }, { "score": -7.3503522872924805, "text": "The National Football League Alumni, Inc.", "probability": 3.9624503798619396e-09 }, { "score": -7.646824836730957, "text": ".", "probability": 2.9458283981817543e-09 }, { "score": -7.757777214050293, "text": "Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 2.6364615336044943e-09 }, { "score": -7.993624210357666, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.082544979504913e-09 }, { "score": -7.994143486022949, "text": "National Football League Alumni, Inc.", "probability": 2.0814638453028333e-09 }, { "score": -8.008268356323242, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 2.052270102740275e-09 }, { "score": -8.046418190002441, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.97545097484886e-09 }, { "score": -8.109400749206543, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.8548691505393397e-09 }, { "score": -8.162290573120117, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.7593146518670972e-09 }, { "score": -8.215084075927734, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.66884342740209e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.630533218383789, "probability": 0.9999770249121559 }, { "score": 0.4480288624763489, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.3915220300227911e-05 }, { "score": -0.7631639838218689, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.144534094278467e-06 }, { "score": -1.8154956102371216, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 1.4469512460985763e-06 }, { "score": -2.629502296447754, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 6.411140375317515e-07 }, { "score": -2.7863759994506836, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.480319804661868e-07 }, { "score": -3.02668833732605, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 4.309625976246236e-07 }, { "score": -3.642679214477539, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.3276524855157502e-07 }, { "score": -3.7037863731384277, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 2.1896748972933902e-07 }, { "score": -3.708733320236206, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.1788694404629766e-07 }, { "score": -3.819918155670166, "text": "Where", "probability": 1.9495943037133055e-07 }, { "score": -4.021995544433594, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 1.592880341299297e-07 }, { "score": -4.0484185218811035, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.5513428882259062e-07 }, { "score": -4.147952556610107, "text": "Where the following per Unit conversion shall apply for the term of this Agreement", "probability": 1.4043673274360933e-07 }, { "score": -4.30815315246582, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit", "probability": 1.1964828619241454e-07 }, { "score": -4.5077433586120605, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 9.799988298103486e-08 }, { "score": -4.6435065269470215, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 8.555873646349545e-08 }, { "score": -4.662105083465576, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 8.398217380753879e-08 }, { "score": -4.756351947784424, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 7.64286553155268e-08 }, { "score": -4.914978981018066, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 6.521768419837259e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.060606002807617, "probability": 0.999999922373729 }, { "score": -5.51508903503418, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 2.3279443582409206e-08 }, { "score": -6.4984660148620605, "text": "The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 8.707578528006271e-09 }, { "score": -6.61025333404541, "text": ".", "probability": 7.786616467552652e-09 }, { "score": -6.979724884033203, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 5.381326324345893e-09 }, { "score": -7.018768787384033, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.175267192028754e-09 }, { "score": -7.494471549987793, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.2161603383457683e-09 }, { "score": -7.514615058898926, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 3.1520237208370717e-09 }, { "score": -7.625642776489258, "text": "Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 2.820789978735948e-09 }, { "score": -7.763355255126953, "text": ".", "probability": 2.457893055340742e-09 }, { "score": -7.938779830932617, "text": "** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 2.0624197421650556e-09 }, { "score": -7.990933418273926, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.9576139089780387e-09 }, { "score": -8.063653945922852, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 1.820308169379021e-09 }, { "score": -8.121849060058594, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 1.7173985869198751e-09 }, { "score": -8.230649948120117, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.5403502234464622e-09 }, { "score": -8.262704849243164, "text": "The National Football League Alumni, Inc.", "probability": 1.4917574287086928e-09 }, { "score": -8.275495529174805, "text": "Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 1.4727983451642993e-09 }, { "score": -8.453926086425781, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 1.2321168052664787e-09 }, { "score": -8.494455337524414, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.1831784500701958e-09 }, { "score": -8.504605293273926, "text": "National Football League Alumni, Inc.", "probability": 1.1712299819485795e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Disparagement": [ { "text": "", "score": 11.292547225952148, "probability": 0.9999998859062206 }, { "score": -6.215065002441406, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.4919571393138183e-08 }, { "score": -6.941632270812988, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.2050259874919676e-08 }, { "score": -7.22860050201416, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 9.044148688838299e-09 }, { "score": -7.3838043212890625, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 7.74396767380147e-09 }, { "score": -7.471375942230225, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.094661179683663e-09 }, { "score": -7.600217819213867, "text": ".", "probability": 6.237008607955487e-09 }, { "score": -7.657567024230957, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 5.8893843799598845e-09 }, { "score": -7.781388282775879, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.203493433337113e-09 }, { "score": -7.801504135131836, "text": "National Football League Alumni, Inc.", "probability": 5.099866494143104e-09 }, { "score": -7.9599504470825195, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.352576853457613e-09 }, { "score": -7.966336250305176, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 4.3248707112970314e-09 }, { "score": -8.060036659240723, "text": "NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 3.938034880764304e-09 }, { "score": -8.265925407409668, "text": "SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 3.20525961268781e-09 }, { "score": -8.311574935913086, "text": "BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 3.0622304662810844e-09 }, { "score": -8.325858116149902, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 3.0188029563786954e-09 }, { "score": -8.558756828308105, "text": "REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.391597777170886e-09 }, { "score": -8.640115737915039, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.2047249435980035e-09 }, { "score": -8.643243789672852, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 2.1978392249194583e-09 }, { "score": -8.681436538696289, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 2.115480467734102e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Termination For Convenience": [ { "text": "", "score": 11.372608184814453, "probability": 0.9999998703872516 }, { "score": -5.514629364013672, "text": "The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 4.634104912636601e-08 }, { "score": -6.58818244934082, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 1.5838997150534026e-08 }, { "score": -7.146409034729004, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 9.063437723721405e-09 }, { "score": -7.462368011474609, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 6.608056001886949e-09 }, { "score": -7.570629119873047, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.93002484459661e-09 }, { "score": -7.714919567108154, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.133244705350908e-09 }, { "score": -7.841883659362793, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.521183804285696e-09 }, { "score": -7.924247741699219, "text": ".", "probability": 4.163723644771011e-09 }, { "score": -7.938028335571289, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 4.106738605873825e-09 }, { "score": -7.944239616394043, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.081309554371434e-09 }, { "score": -7.971590995788574, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 3.97119289434803e-09 }, { "score": -8.273168563842773, "text": ".", "probability": 2.9372946148484968e-09 }, { "score": -8.274642944335938, "text": "The", "probability": 2.9329671159396016e-09 }, { "score": -8.404223442077637, "text": "Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 2.5765056468063844e-09 }, { "score": -8.442059516906738, "text": "The parties have executed this Agreement on November 22nd, 2017", "probability": 2.480841967573159e-09 }, { "score": -8.508679389953613, "text": "National Football League Alumni, Inc.", "probability": 2.3209535927032535e-09 }, { "score": -8.533775329589844, "text": "c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 2.2634318810728355e-09 }, { "score": -8.535921096801758, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 2.2585802902098496e-09 }, { "score": -8.616744995117188, "text": "November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 2.083215320679714e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.057586669921875, "probability": 0.9999994431632103 }, { "score": -3.2825560569763184, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.1770099815042515e-07 }, { "score": -5.098105430603027, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 3.5430505260458183e-08 }, { "score": -5.325703144073486, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 2.821843438906661e-08 }, { "score": -5.328484535217285, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 2.8140056935271136e-08 }, { "score": -5.441187858581543, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 2.5140767999611366e-08 }, { "score": -5.524302959442139, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.313567158146886e-08 }, { "score": -5.627503871917725, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.0867120497227934e-08 }, { "score": -5.6404523849487305, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 2.0598664121849197e-08 }, { "score": -5.738204002380371, "text": "Endorsement Agreement", "probability": 1.868039555330977e-08 }, { "score": -5.746941566467285, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 1.8517885405312416e-08 }, { "score": -5.809918403625488, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.738765039057221e-08 }, { "score": -5.845974445343018, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 1.6771888223983222e-08 }, { "score": -5.945918083190918, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 1.517668740283508e-08 }, { "score": -5.961459159851074, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 1.494264865799748e-08 }, { "score": -6.044950485229492, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 1.3745728550228163e-08 }, { "score": -6.160435676574707, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 1.224653369913188e-08 }, { "score": -6.252269744873047, "text": "Endorsement", "probability": 1.1171980082929347e-08 }, { "score": -6.294001579284668, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.0715347192812497e-08 }, { "score": -6.555728912353516, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit", "probability": 8.247826390660098e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Change Of Control": [ { "text": "", "score": 12.124671936035156, "probability": 0.9999892859444954 }, { "score": -0.6220153570175171, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.9119196894993956e-06 }, { "score": -0.7198290228843689, "text": "REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.6405807787963343e-06 }, { "score": -0.9588930606842041, "text": "SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.0790994581134424e-06 }, { "score": -2.1205713748931885, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 6.506759931293955e-07 }, { "score": -2.9759814739227295, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.7660810274087673e-07 }, { "score": -3.004544973373413, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.688189792337789e-07 }, { "score": -3.034343957901001, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.609266227475199e-07 }, { "score": -3.1205897331237793, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.3936592636090724e-07 }, { "score": -3.2184033393859863, "text": "REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.1706130982962202e-07 }, { "score": -3.302285671234131, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 1.9959643750848958e-07 }, { "score": -3.400099277496338, "text": "REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 1.809976249401333e-07 }, { "score": -3.4574673175811768, "text": "SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.709063711161976e-07 }, { "score": -3.6391632556915283, "text": "SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 1.425111056569663e-07 }, { "score": -3.90287446975708, "text": "REMUNERATION", "probability": 1.0947636892269234e-07 }, { "score": -4.051024436950684, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 9.440166869487125e-08 }, { "score": -4.14193868637085, "text": "SECTION FOUR. REMUNERATION", "probability": 8.619778665014378e-08 }, { "score": -4.298674583435059, "text": "NFL Alumni Northern California Chapter.", "probability": 7.36930580941364e-08 }, { "score": -4.559462070465088, "text": "UNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 5.677642100187945e-08 }, { "score": -4.6014509201049805, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 5.444180139006917e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Anti-Assignment": [ { "text": "", "score": 11.56910514831543, "probability": 0.999999915958661 }, { "score": -6.6491570472717285, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.2243602520110092e-08 }, { "score": -6.920772075653076, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 9.33143239628499e-09 }, { "score": -7.075417518615723, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.994414305259901e-09 }, { "score": -7.357229232788086, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 6.031111799689765e-09 }, { "score": -7.371803283691406, "text": "Endorsement Agreement", "probability": 5.943851481997094e-09 }, { "score": -7.600564002990723, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.7284459730610155e-09 }, { "score": -7.755221843719482, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.050898712693807e-09 }, { "score": -7.797763824462891, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 3.882179722825023e-09 }, { "score": -7.798491477966309, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.8793558686670945e-09 }, { "score": -7.8028669357299805, "text": "The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/ Elvis Gooden Elvis Gooden - President NFL Alumni - Northern California Chapter By: /s/ Eric Price Eric Price - President Endorsement Agreement", "probability": 3.862418991230273e-09 }, { "score": -7.886040687561035, "text": ".", "probability": 3.554164153441369e-09 }, { "score": -7.998556613922119, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 3.175941077116226e-09 }, { "score": -8.124390602111816, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 2.8004216705785578e-09 }, { "score": -8.196484565734863, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.6056340394547536e-09 }, { "score": -8.222768783569336, "text": "National Football League Alumni, Inc.", "probability": 2.5380392167889187e-09 }, { "score": -8.305227279663086, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 2.3371525394953215e-09 }, { "score": -8.512063026428223, "text": "Endorsement Agreement Addendum I Page 2 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC.,", "probability": 1.90046307120022e-09 }, { "score": -8.6083345413208, "text": "NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.7260336065958902e-09 }, { "score": -8.778619766235352, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 1.4557785426157044e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Revenue/Profit Sharing": [ { "score": 13.026618957519531, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 0.7902785133871103 }, { "text": "", "score": 10.975208282470703, "probability": 0.10159301236791536 }, { "score": 10.221508026123047, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.04781189703742188 }, { "score": 9.104751586914062, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA", "probability": 0.015650737826157505 }, { "score": 9.006035804748535, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.014179571175586712 }, { "score": 8.640077590942383, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.009833983246367351 }, { "score": 8.10300350189209, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 0.00574752872974976 }, { "score": 7.751755237579346, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 0.004045162456412632 }, { "score": 6.887531757354736, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 0.0017045450320549095 }, { "score": 6.746432304382324, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 0.0014802319208620076 }, { "score": 6.708940029144287, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 0.001425762136737038 }, { "score": 6.702127456665039, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.0014160820394631616 }, { "score": 6.521573543548584, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 0.0011821561512922899 }, { "score": 6.365209102630615, "text": "* The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 0.0010110360296433725 }, { "score": 5.902562141418457, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 0.0006365633201359606 }, { "score": 5.5309600830078125, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 0.0004389922839039488 }, { "score": 5.486655235290527, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.00041996735777544917 }, { "score": 5.431840896606445, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement", "probability": 0.0003975666726596786 }, { "score": 5.4264020919799805, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 0.0003954102546847928 }, { "score": 5.308063507080078, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.00035128057406607954 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Price Restrictions": [ { "text": "", "score": 10.981666564941406, "probability": 0.9541672225731779 }, { "score": 7.155473709106445, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.02079361744409333 }, { "score": 6.23622989654541, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.008292921116849955 }, { "score": 5.160500526428223, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.002828291738111293 }, { "score": 4.990696907043457, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.0023865988662514098 }, { "score": 4.582542896270752, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 0.001586793436175654 }, { "score": 4.436291217803955, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 0.0013708947031357117 }, { "score": 4.410958290100098, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 0.0013366021263552165 }, { "score": 4.2412567138671875, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.0011279807538374241 }, { "score": 4.097939968109131, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.0009773722804664894 }, { "score": 4.006267547607422, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 0.0008917583639522482 }, { "score": 3.663299560546875, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 0.0006328460694775606 }, { "score": 3.5671567916870117, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 0.0005748358073193577 }, { "score": 3.5170481204986572, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 0.0005467413159218045 }, { "score": 3.4917147159576416, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 0.0005330644689886953 }, { "score": 3.381739377975464, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit", "probability": 0.0004775491248135929 }, { "score": 3.348397731781006, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 0.00046188936265271216 }, { "score": 3.087024211883545, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 0.00035565169522698266 }, { "score": 3.0148496627807617, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit", "probability": 0.0003308871294638409 }, { "score": 3.001446008682251, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.0003264816237291675 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Minimum Commitment": [ { "text": "", "score": 11.681009292602539, "probability": 0.9957400796355048 }, { "score": 4.27886962890625, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.0006073479614001661 }, { "score": 4.129887580871582, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.0005232816393887577 }, { "score": 3.8149373531341553, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 0.00038190412629460625 }, { "score": 3.505852222442627, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 0.0002803627970244355 }, { "score": 3.433351516723633, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.0002607556501300157 }, { "score": 3.4103479385375977, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.00025482580248821555 }, { "score": 3.356870412826538, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 0.0002415563208451875 }, { "score": 3.346665382385254, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 0.00023910376671703226 }, { "score": 3.197683572769165, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 0.00020600816799298227 }, { "score": 2.969419479370117, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 0.0001639647925256964 }, { "score": 2.9454874992370605, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit", "probability": 0.00016008737259771137 }, { "score": 2.934332847595215, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 0.000158311576331429 }, { "score": 2.7965056896209717, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit", "probability": 0.00013792884487133104 }, { "score": 2.785351276397705, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 0.0001363988783429552 }, { "score": 2.660334348678589, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 0.00012036955005449165 }, { "score": 2.501147508621216, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 0.00010265560595600301 }, { "score": 2.489837408065796, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit", "probability": 0.00010150110181585295 }, { "score": 2.4352049827575684, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit", "probability": 9.610460449838901e-05 }, { "score": 2.340855598449707, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit", "probability": 8.745180522019576e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Volume Restriction": [ { "text": "", "score": 11.599915504455566, "probability": 0.9706060607606389 }, { "score": 7.55411958694458, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.0169815042042949 }, { "score": 5.899738788604736, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.0032470404978900214 }, { "score": 5.026754856109619, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 0.0013562994967632937 }, { "score": 4.864632606506348, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.001153311977194572 }, { "score": 4.782444953918457, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 0.0010623146194254382 }, { "score": 4.530257701873779, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 0.0008255238526190934 }, { "score": 4.3955397605896, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 0.0007214767956331705 }, { "score": 4.165410995483398, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 0.0005731637493140724 }, { "score": 4.02891731262207, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.0005000348362247224 }, { "score": 3.9619898796081543, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.00046766411508259034 }, { "score": 3.9342567920684814, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit", "probability": 0.0004548725400238707 }, { "score": 3.879324197769165, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit", "probability": 0.0004305591245058364 }, { "score": 3.784736156463623, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit", "probability": 0.00039170014556138416 }, { "score": 3.7604246139526367, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit", "probability": 0.0003822921358154275 }, { "score": 3.210251808166504, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.00022052526393423114 }, { "score": 3.155933380126953, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 0.00020886619590251805 }, { "score": 2.911623239517212, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 0.00016359333689928616 }, { "score": 2.6594362258911133, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 0.00012712828334362572 }, { "score": 2.651061534881592, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 0.0001260680689326438 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.068163871765137, "probability": 0.9999993378200925 }, { "score": -3.535367012023926, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.6729091301008873e-07 }, { "score": -3.885777473449707, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.1783953540458612e-07 }, { "score": -4.577517509460449, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 5.900273469183926e-08 }, { "score": -4.746216773986816, "text": "The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 4.984332217274878e-08 }, { "score": -4.748078346252441, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.975062153780168e-08 }, { "score": -5.3199543952941895, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.8082508457702468e-08 }, { "score": -5.45152473449707, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 2.4620429567297576e-08 }, { "score": -5.58701229095459, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.150077566761999e-08 }, { "score": -5.694670677185059, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.9306283749890076e-08 }, { "score": -5.733595848083496, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 1.8569221553616426e-08 }, { "score": -5.876626014709473, "text": ".", "probability": 1.6094462814855562e-08 }, { "score": -6.047581672668457, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 1.3565361976298166e-08 }, { "score": -6.084005832672119, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 1.3080145506653014e-08 }, { "score": -6.182255268096924, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.1856141873900299e-08 }, { "score": -6.293118476867676, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 1.061197230120902e-08 }, { "score": -6.314216613769531, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit", "probability": 1.0390424794695412e-08 }, { "score": -6.316556930541992, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 1.0366136341698177e-08 }, { "score": -6.318143844604492, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.0349699219763178e-08 }, { "score": -6.346611976623535, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit", "probability": 1.0059216977237529e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Joint Ip Ownership": [ { "text": "", "score": 11.793994903564453, "probability": 0.9999998302109139 }, { "score": -5.273228645324707, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 3.870783824926184e-08 }, { "score": -5.8366899490356445, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.203386999183676e-08 }, { "score": -6.150771141052246, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.6094854466285446e-08 }, { "score": -6.450475692749023, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.1926884705197835e-08 }, { "score": -6.590465068817139, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.0368845598440004e-08 }, { "score": -6.714232921600342, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 9.161755804143567e-09 }, { "score": -6.775657653808594, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 8.615932536382521e-09 }, { "score": -6.917390823364258, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 7.477361134443313e-09 }, { "score": -7.1143269538879395, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 6.1407311182569875e-09 }, { "score": -7.2116498947143555, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 5.57125793123644e-09 }, { "score": -7.339118957519531, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.9044934037025205e-09 }, { "score": -7.379732608795166, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 4.709294715094374e-09 }, { "score": -7.503722190856934, "text": ".", "probability": 4.16013935593914e-09 }, { "score": -7.529547691345215, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.054077124912719e-09 }, { "score": -7.5902910232543945, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 3.8151490763343975e-09 }, { "score": -7.7220354080200195, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 3.3442262638661396e-09 }, { "score": -7.79747200012207, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 3.101229865035104e-09 }, { "score": -7.844455242156982, "text": "National Football League Alumni, Inc.", "probability": 2.958893915886352e-09 }, { "score": -7.957639694213867, "text": "Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 2.6422506406708493e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__License Grant": [ { "text": "", "score": 11.047747611999512, "probability": 0.9998045635849447 }, { "score": 2.3257081508636475, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 0.00016292266515398847 }, { "score": -0.25830501317977905, "text": "Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 1.2295858240644454e-05 }, { "score": -0.7120962142944336, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging", "probability": 7.810517916262211e-06 }, { "score": -1.4691839218139648, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 3.6633702924799807e-06 }, { "score": -2.382256031036377, "text": "\"", "probability": 1.4700721179440647e-06 }, { "score": -2.3897438049316406, "text": "F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 1.4591056587364273e-06 }, { "score": -2.5966405868530273, "text": "Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 1.186404023984849e-06 }, { "score": -3.1276488304138184, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 6.976195794114951e-07 }, { "score": -3.296109437942505, "text": "Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging", "probability": 5.894638125969205e-07 }, { "score": -3.3325998783111572, "text": "BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 5.683417390858427e-07 }, { "score": -3.454340934753418, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other", "probability": 5.031970458684112e-07 }, { "score": -3.7095797061920166, "text": "Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 3.8984259817701824e-07 }, { "score": -3.7595620155334473, "text": "\"Licensed Products\" shall mean", "probability": 3.708363105903159e-07 }, { "score": -3.909438371658325, "text": "The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017. Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 3.1922123778399e-07 }, { "score": -4.007502555847168, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement.", "probability": 2.89403009598278e-07 }, { "score": -4.053197383880615, "text": "Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 2.7647637811785e-07 }, { "score": -4.197011470794678, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement", "probability": 2.3944201970707557e-07 }, { "score": -4.392239093780518, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water", "probability": 1.9697635096148965e-07 }, { "score": -4.441002368927002, "text": "RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017. Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 1.8760156908030506e-07 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Transferable License": [ { "text": "", "score": 11.42811393737793, "probability": 0.9999960206649657 }, { "score": -1.5910258293151855, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.2174697905970323e-06 }, { "score": -3.3131537437438965, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 3.9622973284204295e-07 }, { "score": -3.6566262245178223, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.810469383309437e-07 }, { "score": -4.074723243713379, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.8501273795376594e-07 }, { "score": -4.3151960372924805, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.4546738202145055e-07 }, { "score": -4.590388298034668, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.1047172680394476e-07 }, { "score": -4.623762607574463, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 1.06845654593522e-07 }, { "score": -5.0062971115112305, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 7.288266423267425e-08 }, { "score": -5.038247585296631, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.059083603913476e-08 }, { "score": -5.337796211242676, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit", "probability": 5.231858747501808e-08 }, { "score": -5.378754615783691, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 5.0218993134870187e-08 }, { "score": -5.424393653869629, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.797856105072793e-08 }, { "score": -5.580804824829102, "text": "Where the following per Unit conversion shall apply for the term of this Agreement", "probability": 4.1031624366457197e-08 }, { "score": -5.643105506896973, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 3.8553327522058536e-08 }, { "score": -5.79685115814209, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 3.3059096472316863e-08 }, { "score": -5.79921293258667, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 3.298111047202925e-08 }, { "score": -5.799921035766602, "text": "SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.295776470940619e-08 }, { "score": -5.814304351806641, "text": "Where", "probability": 3.248711562483485e-08 }, { "score": -5.837841510772705, "text": "Endorsement Agreement", "probability": 3.173138992684732e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Affiliate License-Licensor": [ { "text": "", "score": 11.22995376586914, "probability": 0.9998478825674981 }, { "score": 2.0670971870422363, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 0.00010484696912240988 }, { "score": 0.13128137588500977, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 1.5130098514418847e-05 }, { "score": -0.5256356000900269, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 7.84415809480484e-06 }, { "score": -0.7041539549827576, "text": "Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 6.561706511729298e-06 }, { "score": -0.9421963691711426, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging", "probability": 5.171735371102295e-06 }, { "score": -1.9398560523986816, "text": "F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 1.9070329610151839e-06 }, { "score": -2.001020669937134, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.7938855994027763e-06 }, { "score": -2.2579143047332764, "text": "\"", "probability": 1.3874816736323535e-06 }, { "score": -2.393036127090454, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 1.2121171434658483e-06 }, { "score": -2.482893705368042, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.1079494424469967e-06 }, { "score": -2.63996958732605, "text": "Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 9.468970302973289e-07 }, { "score": -2.707660436630249, "text": "Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 8.849219999229675e-07 }, { "score": -2.7538809776306152, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 8.449512762424177e-07 }, { "score": -2.952284097671509, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other", "probability": 6.928931789658407e-07 }, { "score": -3.1977951526641846, "text": "Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows:", "probability": 5.420535457244832e-07 }, { "score": -3.61478590965271, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement", "probability": 3.5722792820890133e-07 }, { "score": -3.713447332382202, "text": "Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging", "probability": 3.2366615853251217e-07 }, { "score": -3.8354573249816895, "text": "As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 2.864897093733395e-07 }, { "score": -3.875671863555908, "text": "F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 2.751972404344541e-07 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.101249694824219, "probability": 0.9999988122055301 }, { "score": -2.5247626304626465, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 4.446343788389273e-07 }, { "score": -3.7561182975769043, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.2978726107707705e-07 }, { "score": -4.055291652679443, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 9.62282815668773e-08 }, { "score": -4.118292808532715, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 9.035281252688544e-08 }, { "score": -4.4195756912231445, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 6.684919510115896e-08 }, { "score": -4.430373191833496, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 6.613127372943008e-08 }, { "score": -4.461085796356201, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement.", "probability": 6.413108283200981e-08 }, { "score": -4.729546546936035, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.903176764807919e-08 }, { "score": -5.417946815490723, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.4632535215184204e-08 }, { "score": -5.591482162475586, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 2.0708262844414375e-08 }, { "score": -5.712420463562012, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122", "probability": 1.8349356224745305e-08 }, { "score": -5.7363739013671875, "text": "F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 1.7915048410030585e-08 }, { "score": -5.803369045257568, "text": "\"", "probability": 1.6754148664561592e-08 }, { "score": -5.854829788208008, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.5913776269251284e-08 }, { "score": -5.860308647155762, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.5826825347171535e-08 }, { "score": -5.872541427612305, "text": "Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 1.563439862387553e-08 }, { "score": -6.154003143310547, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.1798964944027698e-08 }, { "score": -6.159482002258301, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.1734496846442829e-08 }, { "score": -6.1901044845581055, "text": "**NFL Alumni Northern California Chapter.", "probability": 1.1380603623393145e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.50932502746582, "probability": 0.9999936224566423 }, { "score": -1.8813300132751465, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 1.5293596825369939e-06 }, { "score": -2.469099521636963, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 8.496588451572816e-07 }, { "score": -2.715864419937134, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 6.638591556419233e-07 }, { "score": -3.2611865997314453, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit", "probability": 3.848092789458456e-07 }, { "score": -3.2786688804626465, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.781403985728034e-07 }, { "score": -3.4392099380493164, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 3.2205569417602966e-07 }, { "score": -3.495582342147827, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 3.044028807887319e-07 }, { "score": -3.6122004985809326, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 2.7089571554582834e-07 }, { "score": -3.6639492511749268, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit", "probability": 2.5723374386430464e-07 }, { "score": -3.742347240447998, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.3783738681372656e-07 }, { "score": -3.988405466079712, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 1.8595951074263593e-07 }, { "score": -4.114442825317383, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 1.6393854083797043e-07 }, { "score": -4.2876691818237305, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit", "probability": 1.3786366335222435e-07 }, { "score": -4.334418773651123, "text": "e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 1.3156692509872973e-07 }, { "score": -4.361207485198975, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.2808920646888103e-07 }, { "score": -4.425262451171875, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit", "probability": 1.2014171216614623e-07 }, { "score": -4.484758377075195, "text": "f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 1.1320225146541013e-07 }, { "score": -4.594108581542969, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.0147635852077252e-07 }, { "score": -4.638683319091797, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 9.705240718139108e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.86446762084961, "probability": 0.9999999114264045 }, { "score": -5.945879936218262, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.8410445454852858e-08 }, { "score": -6.756129264831543, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 8.187993407783397e-09 }, { "score": -6.822853088378906, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.65948722146523e-09 }, { "score": -6.980068206787109, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 6.545186675056436e-09 }, { "score": -7.212594032287598, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.187252093632523e-09 }, { "score": -7.314822196960449, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.68317327589781e-09 }, { "score": -7.376791954040527, "text": "\"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging.", "probability": 4.4017675381839034e-09 }, { "score": -7.439308166503906, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.135010885582286e-09 }, { "score": -7.568994045257568, "text": ".", "probability": 3.632074898156819e-09 }, { "score": -7.633102893829346, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 3.406533596643398e-09 }, { "score": -7.765408515930176, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 2.9843728121736003e-09 }, { "score": -7.770937442779541, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.9679179639473156e-09 }, { "score": -7.817091941833496, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.834048304301389e-09 }, { "score": -7.873165130615234, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.6795074676568646e-09 }, { "score": -7.997651100158691, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.365872858854674e-09 }, { "score": -8.022844314575195, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 2.3070134585152492e-09 }, { "score": -8.041631698608398, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 2.264075321304145e-09 }, { "score": -8.12507152557373, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 2.082828033932822e-09 }, { "score": -8.249557495117188, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 1.8390343653165526e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Source Code Escrow": [ { "text": "", "score": 12.13992691040039, "probability": 0.999999873847841 }, { "score": -4.810947418212891, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.3483927287820956e-08 }, { "score": -6.259823799133301, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 1.0211504749221455e-08 }, { "score": -6.388247489929199, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 8.980821062325437e-09 }, { "score": -6.623384952545166, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 7.098999423500447e-09 }, { "score": -6.636809349060059, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 7.004336458600118e-09 }, { "score": -6.63709831237793, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 7.002312754699735e-09 }, { "score": -6.8415021896362305, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 5.70781683974315e-09 }, { "score": -6.997523307800293, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.8832720273679584e-09 }, { "score": -7.205063343048096, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 3.9680526474682464e-09 }, { "score": -7.230983257293701, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 3.8665225728212555e-09 }, { "score": -7.2733659744262695, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.7060730018939627e-09 }, { "score": -7.471871376037598, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.0388143544418043e-09 }, { "score": -7.571164608001709, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 2.7515769739437623e-09 }, { "score": -7.594845771789551, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 2.687181913292541e-09 }, { "score": -7.596905708312988, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.681652186522673e-09 }, { "score": -7.615840435028076, "text": ".", "probability": 2.6313535336127934e-09 }, { "score": -7.701846122741699, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 2.414501089714064e-09 }, { "score": -7.812661647796631, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 2.1612292403897463e-09 }, { "score": -7.956218719482422, "text": "e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 1.8722109916359475e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Post-Termination Services": [ { "text": "", "score": 12.286087036132812, "probability": 0.999999589746061 }, { "score": -4.137695789337158, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.366167137949888e-08 }, { "score": -4.210824966430664, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 6.846710590245774e-08 }, { "score": -4.407193183898926, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 5.626007896653172e-08 }, { "score": -4.749750137329102, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.994199406397427e-08 }, { "score": -4.822878837585449, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 3.7125332487466975e-08 }, { "score": -5.649648189544678, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 1.6240858571103912e-08 }, { "score": -5.685860633850098, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.5663258654855335e-08 }, { "score": -5.6940083503723145, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.553615735932142e-08 }, { "score": -5.76713752746582, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 1.4440559266673868e-08 }, { "score": -5.919145584106445, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 1.240417124106797e-08 }, { "score": -6.261702537536621, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 8.806374665310929e-09 }, { "score": -6.3072428703308105, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 8.414324240245775e-09 }, { "score": -6.536314487457275, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement", "probability": 6.691672902885242e-09 }, { "score": -6.576740264892578, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 6.426551792008087e-09 }, { "score": -6.601365089416504, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 6.270231658823444e-09 }, { "score": -6.613082408905029, "text": "SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 6.197190112465435e-09 }, { "score": -6.6301188468933105, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 6.0925063188338075e-09 }, { "score": -6.670099258422852, "text": "beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 5.8537303936061535e-09 }, { "score": -6.686211585998535, "text": "SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 5.760168942432181e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Audit Rights": [ { "text": "", "score": 12.204080581665039, "probability": 0.9998971700549872 }, { "score": 2.918726921081543, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 9.27635759447626e-05 }, { "score": 0.3254094123840332, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 6.93607847415825e-06 }, { "score": -1.963879108428955, "text": "The", "probability": 7.028920414163549e-07 }, { "score": -2.0976243019104004, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products", "probability": 6.148990562393981e-07 }, { "score": -2.2755885124206543, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 5.146535251874179e-07 }, { "score": -2.7210419178009033, "text": "** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 3.296529723648587e-07 }, { "score": -3.607053279876709, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The", "probability": 1.3591492522368616e-07 }, { "score": -3.838634490966797, "text": "upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 1.0781835673422922e-07 }, { "score": -4.023329734802246, "text": ".", "probability": 8.963561100264088e-08 }, { "score": -4.1790642738342285, "text": "The Company", "probability": 7.670893130240828e-08 }, { "score": -4.219313621520996, "text": "The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 7.368275616843353e-08 }, { "score": -4.318379878997803, "text": "The Company will", "probability": 6.673319738687333e-08 }, { "score": -4.346198558807373, "text": "Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 6.49023518584121e-08 }, { "score": -4.363058567047119, "text": "provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 6.381727061429208e-08 }, { "score": -4.363429546356201, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/ Elvis Gooden Elvis Gooden - President NFL Alumni - Northern California Chapter By: /s/ Eric Price Eric Price - President Endorsement Agreement Addendum I Page 2 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC.,", "probability": 6.379360011823571e-08 }, { "score": -4.410994529724121, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017", "probability": 6.083029210589071e-08 }, { "score": -4.447952747344971, "text": "The Company will provide to the NFLA-NC upon request", "probability": 5.8623150172275804e-08 }, { "score": -4.526533126831055, "text": "the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 5.419286692408198e-08 }, { "score": -4.576730251312256, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this", "probability": 5.1539688880374484e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Uncapped Liability": [ { "text": "", "score": 12.319721221923828, "probability": 0.999999946316825 }, { "score": -5.637015342712402, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.590334109045798e-08 }, { "score": -5.789030075073242, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.3660582367220976e-08 }, { "score": -6.974660396575928, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.1740390525794435e-09 }, { "score": -7.407456398010254, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.7076691250353704e-09 }, { "score": -7.48280143737793, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.51115579677978e-09 }, { "score": -7.826494216918945, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 1.780777994579013e-09 }, { "score": -7.978509426116943, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 1.5296441631071894e-09 }, { "score": -8.154254913330078, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 1.2831136305598106e-09 }, { "score": -8.247342109680176, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 1.169062857848803e-09 }, { "score": -8.275273323059082, "text": "**NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.1368613211910084e-09 }, { "score": -8.306270599365234, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 1.1021622828181614e-09 }, { "score": -8.472528457641602, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 9.333417102100315e-10 }, { "score": -8.493195533752441, "text": "SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 9.142502281416184e-10 }, { "score": -8.5048828125, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 9.036273281937899e-10 }, { "score": -8.586869239807129, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 8.324978177371568e-10 }, { "score": -8.596686363220215, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 8.243650693333393e-10 }, { "score": -8.648963928222656, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.823763666961091e-10 }, { "score": -8.668432235717773, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 7.672921317012246e-10 }, { "score": -8.668793678283691, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.670148497780975e-10 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Cap On Liability": [ { "text": "", "score": 12.137359619140625, "probability": 0.9999997395644938 }, { "score": -4.509524822235107, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 5.8931817210311576e-08 }, { "score": -4.680960655212402, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.96473642342146e-08 }, { "score": -5.162729263305664, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.06666791076345e-08 }, { "score": -5.208935260772705, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 2.9281932763517463e-08 }, { "score": -5.446293830871582, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.309490721870509e-08 }, { "score": -5.690703392028809, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 1.8087164902934238e-08 }, { "score": -6.267693996429443, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 1.0157496059510962e-08 }, { "score": -6.749462127685547, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 6.274186465525175e-09 }, { "score": -7.033026695251465, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 4.725055288366249e-09 }, { "score": -7.1177802085876465, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 4.34109121606952e-09 }, { "score": -7.419032573699951, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit", "probability": 3.2119344359946864e-09 }, { "score": -7.423575401306152, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 3.1973762642385664e-09 }, { "score": -7.477565765380859, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where", "probability": 3.0293261195259337e-09 }, { "score": -7.507995128631592, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit", "probability": 2.93853403292875e-09 }, { "score": -7.538511276245117, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 2.85021571567034e-09 }, { "score": -7.595010757446289, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.693644743920761e-09 }, { "score": -7.59954833984375, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units", "probability": 2.6814497976566226e-09 }, { "score": -7.740230560302734, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 2.329550655045561e-09 }, { "score": -7.754833221435547, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n", "probability": 2.295780185691019e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Liquidated Damages": [ { "text": "", "score": 12.082265853881836, "probability": 0.9998735241126029 }, { "score": 2.4610908031463623, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 6.630126807592717e-05 }, { "score": 1.414623737335205, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.3283430203764845e-05 }, { "score": 0.780529260635376, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.2349894009762182e-05 }, { "score": 0.4045237898826599, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 8.479419650992875e-06 }, { "score": -0.6219587326049805, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 3.0378787358433054e-06 }, { "score": -0.7054715156555176, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 2.794481849259317e-06 }, { "score": -1.0287034511566162, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.0226626136947465e-06 }, { "score": -1.636686086654663, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 1.1012348416991306e-06 }, { "score": -1.6684257984161377, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 1.0668308399849537e-06 }, { "score": -1.7519385814666748, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 9.813556358892784e-07 }, { "score": -1.9599180221557617, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.970803402402733e-07 }, { "score": -2.0751705169677734, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 7.103110567628103e-07 }, { "score": -2.1990914344787598, "text": "SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 6.275240925053127e-07 }, { "score": -2.287825107574463, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 5.742405536851558e-07 }, { "score": -2.302520275115967, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 5.658636929720668e-07 }, { "score": -2.386033058166504, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 5.205263134791736e-07 }, { "score": -2.4866883754730225, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.706831376149611e-07 }, { "score": -2.6427299976348877, "text": "$0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 4.0268052335641605e-07 }, { "score": -2.678525686264038, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter", "probability": 3.885212294269641e-07 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Warranty Duration": [ { "text": "", "score": 11.673123359680176, "probability": 0.9999994101880124 }, { "score": -3.395141363143921, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 2.8571663253060495e-07 }, { "score": -4.517249584197998, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 9.302723532675708e-08 }, { "score": -5.549701690673828, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 3.313003248293538e-08 }, { "score": -5.763493061065674, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement", "probability": 2.6753059118897234e-08 }, { "score": -6.270717144012451, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 1.6109751042055308e-08 }, { "score": -6.368671417236328, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.46065560174745e-08 }, { "score": -6.483088493347168, "text": "beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 1.3027381271888185e-08 }, { "score": -6.483110427856445, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.3027095525806679e-08 }, { "score": -6.627508163452148, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where", "probability": 1.1275516842209218e-08 }, { "score": -6.627997398376465, "text": "three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 1.1270001814762312e-08 }, { "score": -6.640284061431885, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.1132378298043015e-08 }, { "score": -6.8406171798706055, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 9.111384791637634e-09 }, { "score": -6.854001522064209, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit", "probability": 8.990247380391516e-09 }, { "score": -7.026849746704102, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit", "probability": 7.563183056130117e-09 }, { "score": -7.055660724639893, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 7.348389420968329e-09 }, { "score": -7.072315216064453, "text": "Don", "probability": 7.2270192172601396e-09 }, { "score": -7.073395252227783, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products", "probability": 7.219217988715221e-09 }, { "score": -7.145406246185303, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit", "probability": 6.71763152833392e-09 }, { "score": -7.169261932373047, "text": "Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.", "probability": 6.559274190095595e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Insurance": [ { "text": "", "score": 11.717214584350586, "probability": 0.9999997475603277 }, { "score": -5.1460137367248535, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.746712012366659e-08 }, { "score": -5.184487819671631, "text": "Endorsement Agreement", "probability": 4.5675551676049306e-08 }, { "score": -5.810436248779297, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.4425184493663637e-08 }, { "score": -5.887080192565918, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.262308415096543e-08 }, { "score": -6.202258586883545, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.6507130074140177e-08 }, { "score": -6.4482622146606445, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 1.2907245050012999e-08 }, { "score": -6.474600791931152, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.2571724541567205e-08 }, { "score": -6.671872615814209, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.0320976568860112e-08 }, { "score": -6.736323833465576, "text": "Endorsement", "probability": 9.676760311340124e-09 }, { "score": -6.789778709411621, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 9.17307250566892e-09 }, { "score": -7.018899917602539, "text": "The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/ Elvis Gooden Elvis Gooden - President NFL Alumni - Northern California Chapter By: /s/ Eric Price Eric Price - President Endorsement Agreement", "probability": 7.294722070017107e-09 }, { "score": -7.035782814025879, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 7.172599822219448e-09 }, { "score": -7.446928024291992, "text": "ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 4.754649473687098e-09 }, { "score": -7.551742076873779, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units", "probability": 4.281523581703073e-09 }, { "score": -7.628171920776367, "text": ".", "probability": 3.966480110510936e-09 }, { "score": -7.728525161743164, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 3.5877520570157154e-09 }, { "score": -7.741170406341553, "text": "Endorsement Agreement Addendum I Page 2 of", "probability": 3.5426696941781465e-09 }, { "score": -7.765412330627441, "text": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 3.457821164705813e-09 }, { "score": -7.896299362182617, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/ Elvis Gooden Elvis Gooden - President NFL Alumni - Northern California Chapter By: /s/ Eric Price Eric Price - President Endorsement Agreement", "probability": 3.0336048686131915e-09 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.029461860656738, "probability": 0.999999945312224 }, { "score": -6.583081245422363, "text": ".", "probability": 8.254204246511833e-09 }, { "score": -6.690335273742676, "text": "The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 7.414730634769782e-09 }, { "score": -6.884946346282959, "text": "This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 6.103470692230472e-09 }, { "score": -7.239412307739258, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 4.281877638010953e-09 }, { "score": -7.396629333496094, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 3.6589440252976397e-09 }, { "score": -7.534356117248535, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.1881722950958154e-09 }, { "score": -7.708734512329102, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.6779977558471517e-09 }, { "score": -7.709664344787598, "text": "Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 2.6755088239341505e-09 }, { "score": -7.796813011169434, "text": ".", "probability": 2.452213069319948e-09 }, { "score": -8.157122611999512, "text": "Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 1.710321406041597e-09 }, { "score": -8.176170349121094, "text": "Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 1.6780519591276893e-09 }, { "score": -8.1851167678833, "text": "upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 1.6631063580844281e-09 }, { "score": -8.204828262329102, "text": "Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc.", "probability": 1.630645028052692e-09 }, { "score": -8.25444507598877, "text": "National Football League Alumni, Inc.", "probability": 1.5517120125410855e-09 }, { "score": -8.393627166748047, "text": "The parties have executed this Agreement on November 22nd, 2017.", "probability": 1.3500974227598271e-09 }, { "score": -8.524853706359863, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 1.184061189256858e-09 }, { "score": -8.52707290649414, "text": "BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.1814364340124718e-09 }, { "score": -8.597677230834961, "text": "NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 1.100898528838274e-09 }, { "score": -8.766023635864258, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017.", "probability": 9.303264673605727e-10 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Third Party Beneficiary": [ { "text": "", "score": 11.331396102905273, "probability": 0.9999946839884813 }, { "score": -2.0704007148742676, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 1.5124160785980751e-06 }, { "score": -3.0007076263427734, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 5.965462604491041e-07 }, { "score": -3.4160637855529785, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 3.9378325056840824e-07 }, { "score": -3.67743182182312, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 3.032121107848684e-07 }, { "score": -3.6919660568237305, "text": "Food For Athletes, Inc.", "probability": 2.988370259842684e-07 }, { "score": -3.7288100719451904, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.880270346578904e-07 }, { "score": -3.914393901824951, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/ Elvis Gooden Elvis Gooden - President NFL Alumni - Northern California Chapter By: /s/ Eric Price Eric Price - President Endorsement Agreement", "probability": 2.3924078566884284e-07 }, { "score": -4.006180286407471, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 2.182593711770561e-07 }, { "score": -4.060276031494141, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 2.0676613800847667e-07 }, { "score": -4.128852844238281, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "probability": 1.9306203724874082e-07 }, { "score": -4.146831512451172, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.8962205474758015e-07 }, { "score": -4.305973052978516, "text": "Endorsement Agreement", "probability": 1.6172403015537536e-07 }, { "score": -4.474836826324463, "text": "Endorsement Agreement", "probability": 1.3659599010497875e-07 }, { "score": -4.63558292388916, "text": "*donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 1.1631261162793494e-07 }, { "score": -4.788378715515137, "text": "Endorsement Agreement Addendum I Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 9.983169344582906e-08 }, { "score": -4.857200622558594, "text": "Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\").", "probability": 9.319217840315376e-08 }, { "score": -4.874934196472168, "text": "donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:", "probability": 9.155411530369908e-08 }, { "score": -4.891351222991943, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA", "probability": 9.006333950023401e-08 }, { "score": -4.926353931427002, "text": "g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 8.696541288717787e-08 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Document Name": [ { "score": 13.13255786895752, "text": "Corporate Sponsorship Agreement", "probability": 0.6239351953456104 }, { "score": 11.259309768676758, "text": "Sponsorship Agreement", "probability": 0.09585133611911448 }, { "score": 10.750864028930664, "text": "Corporate Sponsorship Agreement Between American Diabetes Association and Freeze Tag, Inc. This Agreement", "probability": 0.0576478337048339 }, { "text": "", "score": 10.584541320800781, "probability": 0.04881462503043772 }, { "score": 10.30571460723877, "text": "ATTACHMENT A ACKNOWLEDGEMENT OF SUPPORT", "probability": 0.036936611755350866 }, { "score": 9.98931884765625, "text": "Corporate Sponsorship", "probability": 0.026918330561817232 }, { "score": 9.914583206176758, "text": "ATTACHMENT A ACKNOWLEDGEMENT OF SUPPORT", "probability": 0.024979908620461195 }, { "score": 9.810465812683105, "text": "ATTACHMENT C CAUSE MARKETING COMPLIANCE GUIDELINES", "probability": 0.022509882907120454 }, { "score": 9.257217407226562, "text": "ATTACHMENT C CAUSE MARKETING COMPLIANCE GUIDELINES DONATION AT CHECKOUT", "probability": 0.012944953843765766 }, { "score": 8.784344673156738, "text": "Corporate Sponsorship Agreement Between American Diabetes Association and Freeze Tag, Inc. This Agreement (\"", "probability": 0.008067416652011935 }, { "score": 8.562342643737793, "text": "ATTACHMENT C CAUSE MARKETING", "probability": 0.006461304834377888 }, { "score": 8.477376937866211, "text": "Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000 Year 2 - Due: December 31, 2019 - $75,000 Remaining Balance Due: March 30, 2020 - $25,000 Signatures: American Diabetes Association Freeze Tag, Inc.\n\nBy: By: Name Name Title Title Date Date 9\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nATTACHMENT B", "probability": 0.0059349913955056965 }, { "score": 8.47625732421875, "text": "ATTACHMENT A", "probability": 0.005928350216612733 }, { "score": 8.231534004211426, "text": "Corporate Sponsorship Agreement Between American Diabetes Association and Freeze Tag, Inc. This", "probability": 0.004641430632184673 }, { "score": 8.171866416931152, "text": "Corporate Sponsorship Agreement Between American Diabetes Association and Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc.", "probability": 0.00437258801680313 }, { "score": 7.85451078414917, "text": "ATTACHMENT", "probability": 0.003183557953216716 }, { "score": 7.837574005126953, "text": "ACKNOWLEDGEMENT OF SUPPORT", "probability": 0.003130092777645019 }, { "score": 7.695960998535156, "text": "ATTACHMENT C CAUSE MARKETING COMPLIANCE GUIDELINES DONATION", "probability": 0.00271678620359814 }, { "score": 7.636177062988281, "text": "ATTACHMENT", "probability": 0.002559125768258704 }, { "score": 7.598978042602539, "text": "ATTACHMENT A ACKNOWLEDGEMENT", "probability": 0.0024656776612735696 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Parties": [ { "score": 12.503868103027344, "text": "Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc.,", "probability": 0.09304498110546533 }, { "score": 12.385032653808594, "text": "Freeze Tag Inc.,", "probability": 0.08261965405731893 }, { "score": 12.244912147521973, "text": "Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\"", "probability": 0.07181742168824942 }, { "score": 12.126076698303223, "text": "Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\"", "probability": 0.06377055983757123 }, { "score": 12.07783031463623, "text": "Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association", "probability": 0.060766901385465616 }, { "score": 12.001420974731445, "text": "Freeze Tag, Inc.", "probability": 0.05629669982354241 }, { "score": 11.96176815032959, "text": "Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\"", "probability": 0.05410805638595931 }, { "score": 11.95899486541748, "text": "Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association", "probability": 0.05395820721282822 }, { "score": 11.887822151184082, "text": "ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\"", "probability": 0.050251333916112105 }, { "score": 11.86054801940918, "text": "American Diabetes Association, Inc. (\"Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\"", "probability": 0.04889929408104738 }, { "score": 11.85538101196289, "text": "American Diabetes Association and Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc.,", "probability": 0.04864728269744251 }, { "score": 11.803096771240234, "text": "Freeze Tag", "probability": 0.046169144741839266 }, { "score": 11.794686317443848, "text": "Association", "probability": 0.04578246961910599 }, { "score": 11.693466186523438, "text": "American Diabetes Association, Inc. (\"Association", "probability": 0.04137517765731864 }, { "score": 11.59642505645752, "text": "American Diabetes Association and Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\"", "probability": 0.03754874657354831 }, { "text": "", "score": 11.51553726196289, "probability": 0.034631102794173224 }, { "score": 11.429343223571777, "text": "American Diabetes Association and Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association", "probability": 0.03177113472671464 }, { "score": 11.352933883666992, "text": "American Diabetes Association and Freeze Tag, Inc.", "probability": 0.029433951608251366 }, { "score": 11.188419342041016, "text": "American Diabetes Association", "probability": 0.024968980714101502 }, { "score": 11.154609680175781, "text": "American Diabetes Association and Freeze Tag", "probability": 0.024138899373944513 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Agreement Date": [ { "score": 15.847241401672363, "text": "March 22, 2018", "probability": 0.7630653956927229 }, { "score": 14.609212875366211, "text": "March 22, 2018,", "probability": 0.2212548511935201 }, { "score": 11.072195053100586, "text": "This Agreement (\"Agreement\") is made effective March 22, 2018", "probability": 0.006438511550349263 }, { "text": "", "score": 10.702225685119629, "probability": 0.004447437197925774 }, { "score": 9.834166526794434, "text": "This Agreement (\"Agreement\") is made effective March 22, 2018,", "probability": 0.001866880509876949 }, { "score": 9.722355842590332, "text": "March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc.", "probability": 0.001669389811241635 }, { "score": 7.92875862121582, "text": "March 22", "probability": 0.00027772078397487576 }, { "score": 7.810905933380127, "text": ", 2018", "probability": 0.0002468457251472778 }, { "score": 7.305466175079346, "text": "22, 2018", "probability": 0.00014890727378651534 }, { "score": 7.068864822387695, "text": "May 2, 2018", "probability": 0.00011753338677034776 }, { "score": 6.966625690460205, "text": "March", "probability": 0.00010611074406043283 }, { "score": 6.7039079666137695, "text": "March 22,", "probability": 8.159480373104003e-05 }, { "score": 6.572877407073975, "text": ", 2018,", "probability": 7.157422482202382e-05 }, { "score": 6.534894943237305, "text": "effective March 22, 2018", "probability": 6.890664081793143e-05 }, { "score": 6.067437648773193, "text": "22, 2018,", "probability": 4.317645235813489e-05 }, { "score": 5.589052200317383, "text": "is made effective March 22, 2018", "probability": 2.676004224388684e-05 }, { "score": 5.296866416931152, "text": "effective March 22, 2018,", "probability": 1.9979845300908005e-05 }, { "score": 5.109238624572754, "text": "2018", "probability": 1.6561756929975424e-05 }, { "score": 5.071374416351318, "text": "Agreement\") is made effective March 22, 2018", "probability": 1.594638296107153e-05 }, { "score": 5.0694661140441895, "text": "5\n", "probability": 1.591598145853116e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Effective Date": [ { "score": 15.507704734802246, "text": "March 22, 2018", "probability": 0.6716276812729682 }, { "score": 14.0189790725708, "text": "March 22, 2018,", "probability": 0.15155952908509504 }, { "score": 13.087759971618652, "text": "This Agreement shall commence on March 15, 2018", "probability": 0.059725518705688284 }, { "score": 12.955131530761719, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.052307038283032084 }, { "score": 12.003307342529297, "text": "This Agreement (\"Agreement\") is made effective March 22, 2018", "probability": 0.020192409147101506 }, { "score": 11.51690673828125, "text": "March 15, 2018", "probability": 0.012415009010527538 }, { "text": "", "score": 11.443896293640137, "probability": 0.01154088213996251 }, { "score": 11.384279251098633, "text": "March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.010872956568313672 }, { "score": 10.514581680297852, "text": "This Agreement (\"Agreement\") is made effective March 22, 2018,", "probability": 0.004556619845727378 }, { "score": 10.094568252563477, "text": "March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc.", "probability": 0.0029938723775484056 }, { "score": 8.373217582702637, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020", "probability": 0.0005353775870481873 }, { "score": 8.028275489807129, "text": "March 22", "probability": 0.00037918726093860705 }, { "score": 7.788215637207031, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term", "probability": 0.0002982614117605722 }, { "score": 7.639837265014648, "text": "May 2, 2018", "probability": 0.00025713261165027235 }, { "score": 7.488785266876221, "text": "March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.00022108338815420806 }, { "score": 7.127874851226807, "text": ", 2018", "probability": 0.00015410428316716047 }, { "score": 6.802365303039551, "text": "March 15, 2018 and will expire on March 14, 2020", "probability": 0.00011128783893527834 }, { "score": 6.695812225341797, "text": "March", "probability": 0.00010003968034976372 }, { "score": 6.590171813964844, "text": "This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc.", "probability": 9.001051523078439e-05 }, { "score": 6.217363357543945, "text": "March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term", "probability": 6.199898680037894e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Expiration Date": [ { "score": 15.46905517578125, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.9615653636123359 }, { "text": "", "score": 11.621601104736328, "probability": 0.020514018312120807 }, { "score": 10.475419998168945, "text": "Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.006520345504237275 }, { "score": 10.019271850585938, "text": "March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.004132073001273948 }, { "score": 9.615911483764648, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term", "probability": 0.002760519403169251 }, { "score": 9.178207397460938, "text": "3. Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.0017819615737679248 }, { "score": 8.757863998413086, "text": "This Agreement shall commence on March 15, 2018", "probability": 0.0011704301914453649 }, { "score": 7.350751876831055, "text": "and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.000286579081322796 }, { "score": 7.342128276824951, "text": "March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.00028411836332876424 }, { "score": 7.296426773071289, "text": "March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.00027142596674932566 }, { "score": 7.213289737701416, "text": "unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.0002497729698064595 }, { "score": 6.810559272766113, "text": "\").", "probability": 0.00016697129636018566 }, { "score": 5.742961883544922, "text": "will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 5.741034596292058e-05 }, { "score": 5.662144184112549, "text": "unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 5.2953111373063644e-05 }, { "score": 5.560524940490723, "text": "This", "probability": 4.7836434983305195e-05 }, { "score": 5.2171502113342285, "text": "on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 3.393384378548483e-05 }, { "score": 5.057951927185059, "text": "expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 2.893970634085374e-05 }, { "score": 5.034974098205566, "text": "14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 2.828231633919645e-05 }, { "score": 4.966475963592529, "text": "March 22, 2018", "probability": 2.6409891298741624e-05 }, { "score": 4.720698356628418, "text": "This Agreement (\"Agreement\") is made effective March 22, 2018", "probability": 2.0655073998216718e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Renewal Term": [ { "text": "", "score": 11.199983596801758, "probability": 0.9485362944164901 }, { "score": 7.992994785308838, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.03839515355861458 }, { "score": 6.782896518707275, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.011448205302966906 }, { "score": 3.6019599437713623, "text": "3. Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.0004756354405809563 }, { "score": 3.162303924560547, "text": "3. Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.00030643193546419327 }, { "score": 2.8949666023254395, "text": "Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.0002345475497725715 }, { "score": 2.792757511138916, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term", "probability": 0.00021175908712809053 }, { "score": 2.4636268615722656, "text": "Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.0001523710397736585 }, { "score": 1.7507612705230713, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\"). 4. Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both. Company's use of the Association Marks does not create ownership rights in the Association Marks for Company. Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights. Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks. 1\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 7.469797672375279e-05 }, { "score": 0.905559778213501, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term", "probability": 3.208060089950857e-05 }, { "score": 0.5330314636230469, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\"). 4. Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both. Company's use of the Association Marks does not create ownership rights in the Association Marks for Company. Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights. Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks. 1\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 2.2103217795117917e-05 }, { "score": 0.517686128616333, "text": "Company agrees to provide its services, as defined in Attachment A, in accordance with all applicable laws and in accordance with standards of decorum and taste so as not to adversely reflect upon the Association or its mission. 3. Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 2.1766625677740305e-05 }, { "score": 0.4607706069946289, "text": "This Agreement shall commence on March 15, 2018", "probability": 2.056236252698421e-05 }, { "score": 0.14208984375, "text": "This", "probability": 1.4951050719993484e-05 }, { "score": -0.07320523262023926, "text": "March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 1.2055084284484103e-05 }, { "score": -0.31984519958496094, "text": "This", "probability": 9.420107838116957e-06 }, { "score": -0.4073958396911621, "text": "March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 8.63044351662663e-06 }, { "score": -0.4518163204193115, "text": "\").", "probability": 8.255465084111575e-06 }, { "score": -0.4717729985713959, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 8.092346490786681e-06 }, { "score": -0.6187281012535095, "text": "Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event.", "probability": 6.986387651688138e-06 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.66970157623291, "probability": 0.9995539837325264 }, { "score": 2.8741183280944824, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 0.00015133277108417558 }, { "score": 2.6178858280181885, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 0.00011712581442316235 }, { "score": 2.39047908782959, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 9.3302038248964e-05 }, { "score": 0.5514810681343079, "text": "Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 1.4832844339782766e-05 }, { "score": 0.3359338939189911, "text": "3. Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 1.1956759415032717e-05 }, { "score": 0.12131857872009277, "text": "Before expiration of the Term, either Party may terminate this Agreement upon", "probability": 9.647332426883934e-06 }, { "score": -0.012226283550262451, "text": "14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 8.441302171407067e-06 }, { "score": -0.08916890621185303, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium.", "probability": 7.81616448958148e-06 }, { "score": -0.19629979133605957, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\"). 4. Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both.", "probability": 7.022105308928406e-06 }, { "score": -0.3623206615447998, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon", "probability": 5.947923722304178e-06 }, { "score": -0.9555962085723877, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will;", "probability": 3.2863142807786087e-06 }, { "score": -0.9793939590454102, "text": "Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "probability": 3.209030629396281e-06 }, { "score": -1.4392354488372803, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will;", "probability": 2.0261296910552954e-06 }, { "score": -1.4443429708480835, "text": "Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 2.015807571726552e-06 }, { "score": -1.453557014465332, "text": "All written notices required to be given pursuant to the terms set forth in this Agreement shall be deemed given on the day notice is either delivered personally, or by fax or overnight or certified delivery or deposited in the mail addressed as specified below:", "probability": 1.9973191402470273e-06 }, { "score": -1.5011467933654785, "text": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term", "probability": 1.904493459324127e-06 }, { "score": -1.6610463857650757, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 1.623065232393767e-06 }, { "score": -1.7976592779159546, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 1.4158125237905745e-06 }, { "score": -2.038088798522949, "text": "Before expiration of the Term,", "probability": 1.1132393153298429e-06 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Governing Law": [ { "score": 15.31844425201416, "text": "This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "probability": 0.5107552432636909 }, { "score": 15.130452156066895, "text": "This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "probability": 0.4232226515254357 }, { "score": 12.445097923278809, "text": "This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia", "probability": 0.028862528748261763 }, { "text": "", "score": 12.120516777038574, "probability": 0.020862703107730456 }, { "score": 11.56662368774414, "text": "This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia", "probability": 0.01198996362416983 }, { "score": 9.77617359161377, "text": "Governing Law: This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "probability": 0.002000945540435492 }, { "score": 9.372589111328125, "text": "This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia. If any terms of this Agreement are invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule or law, such term shall be deemed reformed or deleted only to the extent necessary to comply with such statute, regulation, ordinance order or rule, and the remaining provisions of this Agreement shall remain in full force and effect. Signatures: American Diabetes Association Freeze Tag, Inc.\n\nBy: By: Name Name Title Title Date Date 5\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nATTACHMENT A ACKNOWLEDGEMENT OF SUPPORT The following outlines the type of acknowledgment that has been agreed upon by the Company and the Association and describes the appropriate recognition of support, in accordance with the Internal Revenue Code.", "probability": 0.0013364747432949775 }, { "score": 7.648735046386719, "text": "This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia", "probability": 0.00023839681443011895 }, { "score": 7.343128681182861, "text": "Governing Law: This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "probability": 0.00017562134133385906 }, { "score": 6.902827262878418, "text": "Governing Law: This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia", "probability": 0.0001130724528944471 }, { "score": 6.859292030334473, "text": "27. Governing Law: This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "probability": 0.00010825543319056256 }, { "score": 6.14140510559082, "text": "27. Governing Law: This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "probability": 5.280503954133941e-05 }, { "score": 6.0311713218688965, "text": ".", "probability": 4.729349919404062e-05 }, { "score": 6.0096211433410645, "text": "with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "probability": 4.628521917144112e-05 }, { "score": 5.877805709838867, "text": "This", "probability": 4.056912203599388e-05 }, { "score": 5.851083755493164, "text": "is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "probability": 3.949939210013276e-05 }, { "score": 5.817233085632324, "text": "This", "probability": 3.818468855361931e-05 }, { "score": 5.713442802429199, "text": ".", "probability": 3.4420225041147615e-05 }, { "score": 5.1214599609375, "text": "Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "probability": 1.904227461617234e-05 }, { "score": 4.950129985809326, "text": "This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia", "probability": 1.6043944878156276e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Most Favored Nation": [ { "text": "", "score": 11.980228424072266, "probability": 0.9896187308356229 }, { "score": 6.294987678527832, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.0033604638096610103 }, { "score": 6.169375419616699, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.0029637837446483207 }, { "score": 5.035463809967041, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 0.000953663051397186 }, { "score": 4.878195285797119, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 0.0008148808361922949 }, { "score": 4.6663923263549805, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s)", "probability": 0.0006593397330732755 }, { "score": 4.640845775604248, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 0.0006427092078486218 }, { "score": 4.2520341873168945, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+.", "probability": 0.0004356681330592384 }, { "score": 3.01458740234375, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association", "probability": 0.00012639779106851803 }, { "score": 2.5885250568389893, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 8.254731634026753e-05 }, { "score": 2.065290927886963, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 4.891761376802192e-05 }, { "score": 2.063157558441162, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 4.881336566484518e-05 }, { "score": 1.8368537425994873, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 3.8927476813176285e-05 }, { "score": 1.8359367847442627, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s", "probability": 3.889179831786655e-05 }, { "score": 1.6194422245025635, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 3.1321000905240015e-05 }, { "score": 1.5741926431655884, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 2.99353257628491e-05 }, { "score": 1.5401208400726318, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations.", "probability": 2.8932555342864875e-05 }, { "score": 1.5399235486984253, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 2.8926847762308694e-05 }, { "score": 1.4076482057571411, "text": "Company shall receive recognition in the following Association Channels:", "probability": 2.5342803629684878e-05 }, { "score": 1.2573730945587158, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate", "probability": 2.180675312174808e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Compete": [ { "text": "", "score": 11.849431037902832, "probability": 0.9981068984086245 }, { "score": 4.070106029510498, "text": "The company must not either:", "probability": 0.00041750255072742383 }, { "score": 3.6727325916290283, "text": "The company must not either: (a) keep any of the donated money, or (b) be compensated in any way by the Association.", "probability": 0.000280596365762255 }, { "score": 3.6566555500030518, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 0.00027612127580333806 }, { "score": 3.470712184906006, "text": "Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly.", "probability": 0.0002292691885827961 }, { "score": 3.4485464096069336, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.00022424316786958222 }, { "score": 2.9614319801330566, "text": "Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly.", "probability": 0.0001377742676799128 }, { "score": 2.5787103176116943, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 9.396242251823683e-05 }, { "score": 2.015218734741211, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement.", "probability": 5.34851132958781e-05 }, { "score": 1.624927043914795, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 3.6201902337234156e-05 }, { "score": 1.298255443572998, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement. 6. Use of Association Marks: The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason.", "probability": 2.6113177392595685e-05 }, { "score": 1.1453825235366821, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement.", "probability": 2.2411341503027764e-05 }, { "score": 1.126129388809204, "text": "The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason.", "probability": 2.198398014972715e-05 }, { "score": 0.8943580389022827, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 1.7436098144288443e-05 }, { "score": 0.7434089183807373, "text": "The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2.", "probability": 1.4993151687294485e-05 }, { "score": 0.46471595764160156, "text": "Association cannot promote or endorse Company's products or services, either explicitly or implicitly.", "probability": 1.134640078212841e-05 }, { "score": 0.2651498317718506, "text": "The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2. \u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign. Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News.", "probability": 9.293678669200052e-06 }, { "score": 0.12520372867584229, "text": "Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News.", "probability": 8.079971561935362e-06 }, { "score": -0.007448434829711914, "text": "The company must not either: (a) keep any of the donated money, or (b) be compensated in any way by the Association.", "probability": 7.076193978187855e-06 }, { "score": -0.3133470416069031, "text": "Social Media Association shall leverage its social media channels to engage participants in National Get Fit Don't Sit Day: \u00b7 The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2.", "probability": 5.211342930281307e-06 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Exclusivity": [ { "text": "", "score": 12.143793106079102, "probability": 0.998190279020991 }, { "score": 5.377682685852051, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.0011500822922033995 }, { "score": 3.769831895828247, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.00023038181257077931 }, { "score": 3.0172529220581055, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.00010854436825910425 }, { "score": 2.933258533477783, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 9.97996448666398e-05 }, { "score": 2.270443916320801, "text": "Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks.", "probability": 5.143660135698597e-05 }, { "score": 1.5161832571029663, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 2.4193629349503786e-05 }, { "score": 1.4578083753585815, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s)", "probability": 2.2821759998922787e-05 }, { "score": 1.3391914367675781, "text": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.", "probability": 2.026909937701328e-05 }, { "score": 1.0590906143188477, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 1.5317511336240496e-05 }, { "score": 0.938088595867157, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 1.3571807826291824e-05 }, { "score": 0.8369572162628174, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement.", "probability": 1.2266393750339185e-05 }, { "score": 0.6564432382583618, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 1.024048856235973e-05 }, { "score": 0.5498619079589844, "text": "Company", "probability": 9.205195006830896e-06 }, { "score": 0.4974708557128906, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement.", "probability": 8.73534070230123e-06 }, { "score": 0.4771909713745117, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 8.559973229529205e-06 }, { "score": 0.23391246795654297, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason", "probability": 6.711473733883319e-06 }, { "score": 0.21304845809936523, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 6.572896148739794e-06 }, { "score": 0.06867146492004395, "text": "Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks. 1\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 5.689245033546653e-06 }, { "score": 0.0018389225006103516, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association", "probability": 5.32144569641542e-06 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.084104537963867, "probability": 0.9821330126553349 }, { "score": 8.04723072052002, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.01733717313687432 }, { "score": 3.9313342571258545, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.00028279202913210046 }, { "score": 3.2225375175476074, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason", "probability": 0.00013920045387856748 }, { "score": 1.8293616771697998, "text": "Company", "probability": 3.456145929927242e-05 }, { "score": 1.157014012336731, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 1.7643924502602857e-05 }, { "score": 0.8103231191635132, "text": "5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 1.2474675261204603e-05 }, { "score": 0.5266529321670532, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 9.39361706638837e-06 }, { "score": 0.21268892288208008, "text": "Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 6.862462990745173e-06 }, { "score": -0.3135758638381958, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 4.054395604977683e-06 }, { "score": -0.5983328819274902, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association,", "probability": 3.0497042205313703e-06 }, { "score": -0.6547846794128418, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The", "probability": 2.8823121777941183e-06 }, { "score": -0.7897567749023438, "text": "Company may not permit", "probability": 2.5183922857144085e-06 }, { "score": -0.8563938140869141, "text": "Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 2.3560433769344965e-06 }, { "score": -0.869389533996582, "text": "License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 2.3256229926468496e-06 }, { "score": -0.8933591842651367, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason", "probability": 2.2705414032816737e-06 }, { "score": -0.9102022647857666, "text": "may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 2.2326187552249097e-06 }, { "score": -1.0760455131530762, "text": "Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks. 1\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 1.8914277701489793e-06 }, { "score": -1.1442370414733887, "text": "Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly.", "probability": 1.7667477896329547e-06 }, { "score": -1.2830381393432617, "text": ".", "probability": 1.5377792829134572e-06 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.757296562194824, "probability": 0.4128096131436698 }, { "score": 11.019283294677734, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.1973489011433579 }, { "score": 10.742063522338867, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.14956834741367667 }, { "score": 10.115509033203125, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 0.07993381442421368 }, { "score": 9.612614631652832, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.04834218481111022 }, { "score": 9.329055786132812, "text": "Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.03640644158068941 }, { "score": 8.70250129699707, "text": "Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 0.019456695186368698 }, { "score": 8.499587059020996, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.015883439068153888 }, { "score": 7.820662021636963, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries", "probability": 0.008055474810842692 }, { "score": 7.395212650299072, "text": "Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association.", "probability": 0.0052640599869469085 }, { "score": 7.353498935699463, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement. 6. Use of Association Marks: The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason.", "probability": 0.005048993290783688 }, { "score": 7.189098834991455, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason", "probability": 0.004283578568356745 }, { "score": 6.993817329406738, "text": "The company must not either: (a) keep any of the donated money, or (b) be compensated in any way by the Association.", "probability": 0.003523684829960497 }, { "score": 6.911879062652588, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason", "probability": 0.0032464724342212274 }, { "score": 6.729679584503174, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 0.0027057239861399385 }, { "score": 6.474048137664795, "text": "Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly.", "probability": 0.002095386612707512 }, { "score": 6.407654285430908, "text": "Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries", "probability": 0.0019607836696525706 }, { "score": 6.240471363067627, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement. 6. Use of Association Marks: The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason.", "probability": 0.0016589108995183363 }, { "score": 6.002235412597656, "text": "The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason.", "probability": 0.0013072495527469317 }, { "score": 5.829842567443848, "text": "The company must not either:", "probability": 0.0011002445868827768 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.158422470092773, "probability": 0.9999914043391924 }, { "score": -0.059113338589668274, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 4.942968954396016e-06 }, { "score": -1.723794937133789, "text": "Company states that it is its practice to adhere to all applicable federal, state and local laws relating to discrimination in the workplace and Company does not have any rule or policy that automatically excludes a person with diabetes from employment in any position with Company", "probability": 9.354613537103682e-07 }, { "score": -2.0119125843048096, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 7.012904843410074e-07 }, { "score": -2.3035237789154053, "text": "Company states that it is its practice to adhere to all applicable federal, state and local laws relating to discrimination in the workplace and Company does not have any rule or policy that automatically excludes a person with diabetes from employment in any position with Company.", "probability": 5.239053259034737e-07 }, { "score": -3.0782554149627686, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 2.414299469310496e-07 }, { "score": -3.3725533485412598, "text": "Company states that it is its practice to adhere to all applicable federal, state and local laws relating to discrimination in the workplace and Company does not have any rule or policy that automatically excludes a person with diabetes from employment in any position with Company.", "probability": 1.7987846395945466e-07 }, { "score": -3.3821537494659424, "text": "Insurance: During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 1.7815982161575604e-07 }, { "score": -3.8131473064422607, "text": "The company must not either:", "probability": 1.1577949358665478e-07 }, { "score": -3.967998743057251, "text": ":", "probability": 9.917004749258413e-08 }, { "score": -3.968169927597046, "text": "Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 9.915307256660657e-08 }, { "score": -4.073880195617676, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 8.920655964812253e-08 }, { "score": -4.117416858673096, "text": "Company states that it is its practice to adhere to all applicable federal, state and local laws relating to discrimination in the workplace and Company does not have any rule or policy that automatically excludes a person with diabetes from employment in any position with Company", "probability": 8.540613293838372e-08 }, { "score": -4.1837310791015625, "text": "Before expiration of the Term, either Party may terminate this Agreement upon", "probability": 7.992619865287858e-08 }, { "score": -4.492136001586914, "text": "23. Entire Agreement. This Agreement, including any attachments, if applicable, and any other documents and agreements contemplated herein, constitute the entire agreement between the Parties with regard to the subject matter. This Agreement supersedes all previous agreements between or among the Parties respecting such, and there are no other agreements or understandings between or among the Parties other than as set forth herein. 4\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n24. Amendment. No amendment, alteration, modification of or addition to this Agreement, and no waiver of rights or remedies hereunder, shall be valid or binding unless expressed in writing and signed by the Party to be bound thereby. 25. Compliance with Anti-discrimination Laws and Policies. Company states that it is its practice to adhere to all applicable federal, state and local laws relating to discrimination in the workplace and Company does not have any rule or policy that automatically excludes a person with diabetes from employment in any position with Company", "probability": 5.871520777818713e-08 }, { "score": -4.5136871337890625, "text": "employment in any position with Company", "probability": 5.746336632465415e-08 }, { "score": -4.542356491088867, "text": "24. Amendment. No amendment, alteration, modification of or addition to this Agreement, and no waiver of rights or remedies hereunder, shall be valid or binding unless expressed in writing and signed by the Party to be bound thereby. 25. Compliance with Anti-discrimination Laws and Policies. Company states that it is its practice to adhere to all applicable federal, state and local laws relating to discrimination in the workplace and Company does not have any rule or policy that automatically excludes a person with diabetes from employment in any position with Company", "probability": 5.583931996300539e-08 }, { "score": -4.551505088806152, "text": "The company must not either: (a) keep any of the donated money, or (b) be compensated in any way by the Association. A signed contract between the company and the Association is required. Check with the Legal Department. c. Tracking Funds. A reliable system must be implemented to keep track of all consumer donations and to assure that 100% of the donated funds are delivered to the Association on a regular and timely basis. d. Disclosures Several states have special disclosure requirements when consumers are asked to make donations.", "probability": 5.5330798165336447e-08 }, { "score": -4.655420303344727, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 4.986974308304535e-08 }, { "score": -4.720951080322266, "text": "Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly. The Association may require that a disclaimer stating that Company's participation in this Agreement does not convey or imply the Association's approval, endorsement, certification, acceptance, or referral of any product or service of Company. 2. Scope: The Association agrees to identify and acknowledge Company as a supporter of the organization and the diabetes cause, as permitted in connection with qualified sponsorship payments and royalties under Section 513(i) and Section 512 of the Internal Revenue Code and Treasury regulations thereunder (\"Code\"). Company agrees not to knowingly take any actions that would jeopardize the tax-exempt status of Association under section 501(c)(3) of the Code. Company agrees to inform its business partners about Association's tax-exempt status. Company agrees to provide its services, as defined in Attachment A, in accordance with all applicable laws and in accordance with standards of decorum and taste so as not to adversely reflect upon the Association or its mission. 3. Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\"). 4. Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement.", "probability": 4.670651632620297e-08 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Disparagement": [ { "score": 11.509481430053711, "text": "The Association Marks may not be used for individual, personal or professional gain, or other private benefit, and Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment; diminishes their value or otherwise dilutes the Association Marks; discredits the Association or tarnishes its reputation and goodwill;", "probability": 0.27709625544528244 }, { "text": "", "score": 11.477888107299805, "probability": 0.2684787092520162 }, { "score": 10.565156936645508, "text": "Company agrees to provide its services, as defined in Attachment A, in accordance with all applicable laws and in accordance with standards of decorum and taste so as not to adversely reflect upon the Association or its mission.", "probability": 0.10777443142011227 }, { "score": 10.28965950012207, "text": "discredits the Association or tarnishes its reputation and goodwill;", "probability": 0.08182174245523857 }, { "score": 9.630205154418945, "text": "The Association Marks may not be used for individual, personal or professional gain, or other private benefit, and Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment; diminishes their value or otherwise dilutes the Association Marks; discredits the Association or tarnishes its reputation and goodwill", "probability": 0.042312758619053835 }, { "score": 9.455507278442383, "text": "The Association Marks may not be used for individual, personal or professional gain, or other private benefit, and Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment; diminishes their value or otherwise dilutes the Association Marks;", "probability": 0.03553047527959515 }, { "score": 9.157073974609375, "text": "Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment; diminishes their value or otherwise dilutes the Association Marks; discredits the Association or tarnishes its reputation and goodwill;", "probability": 0.026362893783789663 }, { "score": 9.000255584716797, "text": "The Association Marks may not be used for individual, personal or professional gain, or other private benefit, and Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment;", "probability": 0.022536564815511015 }, { "score": 8.957321166992188, "text": "The Association Marks may not be used for individual, personal or professional gain, or other private benefit, and Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment; diminishes their value or otherwise dilutes the Association Marks", "probability": 0.021589447968456618 }, { "score": 8.684797286987305, "text": "tarnishes its reputation and goodwill;", "probability": 0.016439398400938887 }, { "score": 8.667665481567383, "text": "The Association Marks may not be used for individual, personal or professional gain, or other private benefit, and Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment; diminishes their value or otherwise dilutes the Association Marks; discredits the Association or tarnishes its reputation and goodwill; is false, misleading or likely to cause confusion, mistake or deception; violates the rights of others; violates any federal, state or local law, regulation or other public policy; or mischaracterizes the relationship between the Parties, including but not limited to the fact that Company is a separate and distinct legal entity from, and is not an agent of, the Association.", "probability": 0.016160160579950327 }, { "score": 8.488550186157227, "text": "Company agrees not to knowingly take any actions that would jeopardize the tax-exempt status of Association under section 501(c)(3) of the Code. Company agrees to inform its business partners about Association's tax-exempt status. Company agrees to provide its services, as defined in Attachment A, in accordance with all applicable laws and in accordance with standards of decorum and taste so as not to adversely reflect upon the Association or its mission.", "probability": 0.013510047859792464 }, { "score": 8.450004577636719, "text": "discredits the Association or tarnishes its reputation and goodwill;", "probability": 0.012999203495285157 }, { "score": 8.410384178161621, "text": "discredits the Association or tarnishes its reputation and goodwill", "probability": 0.012494239355404961 }, { "score": 8.30598258972168, "text": "Company agrees to provide its services, as defined in Attachment A, in accordance with all applicable laws and in accordance with standards of decorum and taste so as not to adversely reflect upon the Association or its mission", "probability": 0.011255603551120333 }, { "score": 8.211793899536133, "text": "diminishes their value or otherwise dilutes the Association Marks; discredits the Association or tarnishes its reputation and goodwill;", "probability": 0.010243848795098544 }, { "score": 8.110332489013672, "text": "tarnishes its reputation and goodwill;", "probability": 0.009255481747712735 }, { "score": 7.560583114624023, "text": "The Association Marks may not be used for individual, personal or professional gain, or other private benefit, and Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment; diminishes their value or otherwise dilutes the Association Marks; discredits the Association", "probability": 0.005341286934883395 }, { "score": 7.447844505310059, "text": "discredits the Association or tarnishes its reputation and goodwill; is false, misleading or likely to cause confusion, mistake or deception; violates the rights of others; violates any federal, state or local law, regulation or other public policy; or mischaracterizes the relationship between the Parties, including but not limited to the fact that Company is a separate and distinct legal entity from, and is not an agent of, the Association.", "probability": 0.004771821098347336 }, { "score": 7.277797698974609, "text": "Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment; diminishes their value or otherwise dilutes the Association Marks; discredits the Association or tarnishes its reputation and goodwill", "probability": 0.004025629142410117 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Termination For Convenience": [ { "text": "", "score": 11.629281997680664, "probability": 0.8911613735238153 }, { "score": 8.997461318969727, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 0.0641166991671782 }, { "score": 8.159602165222168, "text": "Before expiration of the Term, either Party may terminate this Agreement upon", "probability": 0.027739175545949922 }, { "score": 6.173440933227539, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will;", "probability": 0.0038064022880954246 }, { "score": 5.963376998901367, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party", "probability": 0.0030852124712688884 }, { "score": 5.565663814544678, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 0.0020728144945932722 }, { "score": 5.551913261413574, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one", "probability": 0.002044507215150992 }, { "score": 4.727805137634277, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon", "probability": 0.0008967740589243274 }, { "score": 4.660555839538574, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium.", "probability": 0.0008384497466073642 }, { "score": 4.630557060241699, "text": "(ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will;", "probability": 0.0008136708049498831 }, { "score": 4.420493125915527, "text": "(ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party", "probability": 0.0006595065694422053 }, { "score": 4.401393890380859, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice;", "probability": 0.00064703002364392 }, { "score": 4.371611595153809, "text": "Before expiration of the Term, either Party may terminate this Agreement", "probability": 0.0006280441098352507 }, { "score": 4.009029388427734, "text": "(ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one", "probability": 0.00043704151730902043 }, { "score": 3.647634744644165, "text": "either Party may terminate this Agreement upon:", "probability": 0.0003044885707866444 }, { "score": 3.3930904865264893, "text": "Before expiration of the Term,", "probability": 0.00023606077521393405 }, { "score": 2.99298095703125, "text": "Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 0.00015821893911898593 }, { "score": 2.8097758293151855, "text": "either Party may terminate this Agreement upon", "probability": 0.000131732669339532 }, { "score": 2.7416436672210693, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will;", "probability": 0.00012305636158155175 }, { "score": 2.5315794944763184, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party", "probability": 9.974114719585821e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.194653511047363, "probability": 0.9804073743358309 }, { "score": 7.545201778411865, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.009379406055953918 }, { "score": 6.847322463989258, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 0.004667563151217711 }, { "score": 5.8269476890563965, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s)", "probability": 0.0016824689898932818 }, { "score": 5.314029693603516, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.0010073713918729457 }, { "score": 5.052961349487305, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.0007759059317085115 }, { "score": 4.582837104797363, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 0.0004848827194460265 }, { "score": 4.309709548950195, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.0003689936703140759 }, { "score": 4.021557331085205, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 0.00027661517280499326 }, { "score": 3.8360588550567627, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.00022978148598157782 }, { "score": 3.5985422134399414, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s", "probability": 0.0001812019499315746 }, { "score": 3.158259391784668, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s)", "probability": 0.00011666765452159794 }, { "score": 3.0928075313568115, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.00010927607438945968 }, { "score": 3.016308546066284, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter", "probability": 0.00010122831268999378 }, { "score": 2.4976911544799805, "text": "Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 6.0265578050338715e-05 }, { "score": 2.066467046737671, "text": "The Association agrees to provide the following additional rights and benefits", "probability": 3.9155346909260575e-05 }, { "score": 1.8588616847991943, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate", "probability": 3.181480113896777e-05 }, { "score": 1.8301365375518799, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association", "probability": 3.091391724780198e-05 }, { "score": 1.709113359451294, "text": "D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits:", "probability": 2.7390145646688232e-05 }, { "score": 1.47731614112854, "text": "Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s)", "probability": 2.172331445088097e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Change Of Control": [ { "score": 12.468917846679688, "text": "(e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "probability": 0.39997193615142246 }, { "text": "", "score": 12.284540176391602, "probability": 0.33262532778190784 }, { "score": 11.588213920593262, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party (a) becomes or is declared insolvent or bankrupt or is subject to the appointment of a trustee or receiver or any equivalent thereof, (b) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) days, (c) makes an assignment for the benefit of creditors, or (d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity; or (e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "probability": 0.1657847829505465 }, { "score": 9.659795761108398, "text": "(d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity; or (e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "probability": 0.02410145710491893 }, { "score": 9.41415786743164, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party", "probability": 0.018852290261119006 }, { "score": 9.355731964111328, "text": "or (e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "probability": 0.017782387523044094 }, { "score": 8.866995811462402, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party (a) becomes or is declared insolvent or bankrupt or is subject to the appointment of a trustee or receiver or any equivalent thereof, (b) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) days, (c) makes an assignment for the benefit of creditors, or (d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity", "probability": 0.010907736954838543 }, { "score": 8.843321800231934, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 0.010652539757180791 }, { "score": 8.347686767578125, "text": "(e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "probability": 0.006489356063045599 }, { "score": 7.287137031555176, "text": "Before expiration of the Term, either Party may terminate this Agreement upon", "probability": 0.0022470394951864528 }, { "score": 7.172189712524414, "text": "(e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering", "probability": 0.0020030404493635422 }, { "score": 6.938577651977539, "text": "(d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity", "probability": 0.0015857447809742636 }, { "score": 6.780758380889893, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party (a) becomes or is declared insolvent or bankrupt or is subject to the appointment of a trustee or receiver or any equivalent thereof, (b) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) days, (c) makes an assignment for the benefit of creditors, or (d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity;", "probability": 0.001354232562355325 }, { "score": 6.77599573135376, "text": "or (d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity; or (e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "probability": 0.0013477981618302756 }, { "score": 6.291486740112305, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party (a) becomes or is declared insolvent or bankrupt or is subject to the appointment of a trustee or receiver or any equivalent thereof, (b) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) days, (c) makes an assignment for the benefit of creditors, or (d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity; or (e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering", "probability": 0.0008302431066149151 }, { "score": 6.268381118774414, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one", "probability": 0.0008112797475283722 }, { "score": 6.235150337219238, "text": "(c) makes an assignment for the benefit of creditors, or (d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity; or (e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "probability": 0.0007847633085506586 }, { "score": 6.0738630294799805, "text": "e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "probability": 0.0006678708702275624 }, { "score": 6.054132461547852, "text": "Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event.", "probability": 0.0006548225473644685 }, { "score": 5.871196746826172, "text": "is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "probability": 0.0005453504219805988 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Anti-Assignment": [ { "score": 15.067315101623535, "text": "This Agreement may not be assigned by either Party without the prior written consent of the other Party.", "probability": 0.8791089831084586 }, { "score": 12.287433624267578, "text": "This Agreement shall be between the Parties only, and does not grant rights to any other party. This Agreement may not be assigned by either Party without the prior written consent of the other Party.", "probability": 0.05454507357731696 }, { "text": "", "score": 12.090198516845703, "probability": 0.04478137384393655 }, { "score": 10.33576774597168, "text": "However, Company may only assign its responsibilities under this Agreement with Association's prior written approval as provided in Section 18.", "probability": 0.007747432666784539 }, { "score": 10.123201370239258, "text": "This Agreement may not be assigned by either Party without the prior written consent of the other Party", "probability": 0.006263850826249339 }, { "score": 9.58644962310791, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.0036621243290815234 }, { "score": 8.504652976989746, "text": "This Agreement shall be between the Parties only, and does not grant rights to any other party.", "probability": 0.0012414086596670157 }, { "score": 7.899252891540527, "text": "18. Non-Assignment: This Agreement shall be between the Parties only, and does not grant rights to any other party. This Agreement may not be assigned by either Party without the prior written consent of the other Party.", "probability": 0.000677630357766319 }, { "score": 7.343319416046143, "text": "This Agreement shall be between the Parties only, and does not grant rights to any other party. This Agreement may not be assigned by either Party without the prior written consent of the other Party", "probability": 0.0003886458309979073 }, { "score": 7.327513694763184, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.00038255129446623847 }, { "score": 7.306715965270996, "text": "Non-Assignment: This Agreement shall be between the Parties only, and does not grant rights to any other party. This Agreement may not be assigned by either Party without the prior written consent of the other Party.", "probability": 0.0003746772609576404 }, { "score": 6.864932060241699, "text": "This Agreement shall be binding on the parties, and on their successors and assigns, without regard to whether it is expressly acknowledged in any instrument of succession or assignment. However, Company may only assign its responsibilities under this Agreement with Association's prior written approval as provided in Section 18.", "probability": 0.0002408757193018199 }, { "score": 6.300429344177246, "text": "This", "probability": 0.00013697225634218754 }, { "score": 6.282151222229004, "text": "Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event. 17. Liability: Company and Association agree that each is responsible for its own business activities and for its action or inaction relating to the specific Program or Event activities under this Agreement. Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity. 18. Non-Assignment: This Agreement shall be between the Parties only, and does not grant rights to any other party. This Agreement may not be assigned by either Party without the prior written consent of the other Party.", "probability": 0.00013449140248054947 }, { "score": 5.852508544921875, "text": "This Agreement shall be between the Parties only, and does not grant rights to any other party", "probability": 8.751914746660662e-05 }, { "score": 5.371845722198486, "text": "This Agreement may not be assigned by either Party without the prior written consent of the other Party. Any amendment of this Agreement must be in writing signed by authorized representatives of each of the Parties.", "probability": 5.4119511384547557e-05 }, { "score": 5.318500518798828, "text": ".", "probability": 5.130814807783699e-05 }, { "score": 5.275838851928711, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement. 6. Use of Association Marks: The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason.", "probability": 4.916529088010989e-05 }, { "score": 4.98223352432251, "text": "not be assigned by either Party without the prior written consent of the other Party.", "probability": 3.66561998235242e-05 }, { "score": 4.940007209777832, "text": "Agreement may not be assigned by either Party without the prior written consent of the other Party.", "probability": 3.5140568559642996e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 11.99772834777832, "probability": 0.44112840541424153 }, { "score": 11.936155319213867, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.4147861031408619 }, { "score": 9.602115631103516, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.04019422325321867 }, { "score": 9.504609107971191, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.036460036195594944 }, { "score": 9.326935768127441, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.03052492070096327 }, { "score": 8.92968463897705, "text": "(% of every purchase of in store apps goes to Association)", "probability": 0.020517789554897373 }, { "score": 7.105157852172852, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.0033093953738729154 }, { "score": 7.088422775268555, "text": "(% of every purchase of in store apps goes to Association) b. Promotions That Give Back e-Newsletter Audience: Shoppers and purchasers from Association (ShopD.org website), DiabetesForecast e-news subscribers, excludes donors in December. Circulation: 510,000; Frequency: Quarterly. Description: Photo/graphic, headline, and 20-25 word blurb with link to Promotions That Give Back webpage. A final schedule determining the dates and activities shall be mutually agreed to by the parties. D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits:", "probability": 0.003254473232710544 }, { "score": 6.992895126342773, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.002957968692933501 }, { "score": 6.526192665100098, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.0018548434873935375 }, { "score": 6.267858982086182, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.0014325651322509823 }, { "score": 5.850742816925049, "text": "D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.0009439807272931738 }, { "score": 5.595560073852539, "text": "(% of every purchase of in store apps goes to Association", "probability": 0.0007313725738526364 }, { "score": 5.082758903503418, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule:", "probability": 0.0004379574837112205 }, { "score": 4.923577308654785, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 0.00037350830564582055 }, { "score": 4.5978899002075195, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000 Year 2 - Due: December 31, 2019 - $75,000 Remaining Balance Due: March 30, 2020 - $25,000", "probability": 0.00026968452049245964 }, { "score": 4.478886604309082, "text": "E. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.00023942723190881172 }, { "score": 4.342028617858887, "text": "If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.0002088030683091976 }, { "score": 4.236627578735352, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000 Year 2 - Due: December 31, 2019 - $75,000", "probability": 0.00018791514635099388 }, { "score": 4.229747772216797, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000", "probability": 0.0001866267634963533 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Price Restrictions": [ { "text": "", "score": 11.962333679199219, "probability": 0.9799607418682373 }, { "score": 7.512767791748047, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "probability": 0.01144950644799872 }, { "score": 6.2827043533325195, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations.", "probability": 0.0033463934562267626 }, { "score": 5.841737747192383, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.0021531170427480503 }, { "score": 5.538201332092285, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign", "probability": 0.0015894374751770648 }, { "score": 4.5656657218933105, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.0006010029441169669 }, { "score": 3.4906535148620605, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations", "probability": 0.00020511845185377503 }, { "score": 2.8798723220825195, "text": "The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2. \u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "probability": 0.00011136425813406482 }, { "score": 2.827176332473755, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 0.00010564774965136067 }, { "score": 2.7372193336486816, "text": "Social Media Association shall leverage its social media channels to engage participants in National Get Fit Don't Sit Day: \u00b7 The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2. \u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "probability": 9.655892511806346e-05 }, { "score": 2.6683037281036377, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign. Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News.", "probability": 9.012862704775938e-05 }, { "score": 2.1061060428619385, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations.", "probability": 5.136927104996325e-05 }, { "score": 2.072798728942871, "text": "\u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "probability": 4.968647882580567e-05 }, { "score": 1.8389081954956055, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign. Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News. B. Company Pin Pad/POS Donation Campaign for Tour de Cure\u00ae and Step Out (2018-2019) In 2018 Company shall commit to developing a customized version of its ZeeTour app to support Tour de Cure\u00ae and Step Out Walk to Stop Diabetes\u00ae events across the US. By way of the ZeeTour app, Company agrees to ask their customers to participate in a voluntary pin pad/POS donation campaign to support the Association's events. The pin pad campaign donation levels are to be mutually determined by Company and Association.", "probability": 3.9324286567534925e-05 }, { "score": 1.7938690185546875, "text": "The", "probability": 3.759244614755546e-05 }, { "score": 1.6897073984146118, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 3.387378833127267e-05 }, { "score": 1.2641069889068604, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations.", "probability": 2.2132366845322658e-05 }, { "score": 1.1437034606933594, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-", "probability": 1.962172894904209e-05 }, { "score": 1.098189353942871, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign. Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News. B. Company Pin Pad/POS Donation Campaign for Tour de Cure\u00ae and Step Out (2018-2019) In 2018 Company shall commit to developing a customized version of its ZeeTour app to support Tour de Cure\u00ae and Step Out Walk to Stop Diabetes\u00ae events across the US.", "probability": 1.8748682162316554e-05 }, { "score": 1.0920379161834717, "text": "The", "probability": 1.863370481149643e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Minimum Commitment": [ { "text": "", "score": 12.081274032592773, "probability": 0.9483504432532592 }, { "score": 8.624336242675781, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.02989784218023803 }, { "score": 7.590261459350586, "text": "For the purposes of this Agreement, funds raised through the pin pad/POS donation campaign shall be applied towards Company's total sponsorship of $150,000 for the Term.", "probability": 0.010630333088065819 }, { "score": 6.049789905548096, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.0022778681252825553 }, { "score": 5.79195499420166, "text": "Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.0017601606115224414 }, { "score": 5.778624057769775, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations.", "probability": 0.0017368517320869227 }, { "score": 5.492145538330078, "text": "For the purposes of this Agreement, funds raised through the pin pad/POS donation campaign shall be applied towards Company's total sponsorship of $150,000 for the Term.", "probability": 0.0013042075377561874 }, { "score": 5.318124771118164, "text": "In 2018 Company shall commit to developing a customized version of its ZeeTour app to support Tour de Cure\u00ae and Step Out Walk to Stop Diabetes\u00ae events across the US. By way of the ZeeTour app, Company agrees to ask their customers to participate in a voluntary pin pad/POS donation campaign to support the Association's events. The pin pad campaign donation levels are to be mutually determined by Company and Association. (See Attachment \"C\" for volunteer donations guidelines) Company shall provide all tracking reports to Association which shall include total participants and funds raised through the pin pad/POS campaign per event site for the duration of the Term. For the purposes of this Agreement, funds raised through the pin pad/POS donation campaign shall be applied towards Company's total sponsorship of $150,000 for the Term.", "probability": 0.0010958987888805612 }, { "score": 4.753632545471191, "text": "Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 0.0006231815517634847 }, { "score": 4.429235458374023, "text": "In 2018 Company shall commit to developing a customized version of its ZeeTour app to support Tour de Cure\u00ae and Step Out Walk to Stop Diabetes\u00ae events across the US.", "probability": 0.0004505372702981115 }, { "score": 4.35038948059082, "text": "The pin pad campaign donation levels are to be mutually determined by Company and Association. (See Attachment \"C\" for volunteer donations guidelines) Company shall provide all tracking reports to Association which shall include total participants and funds raised through the pin pad/POS campaign per event site for the duration of the Term. For the purposes of this Agreement, funds raised through the pin pad/POS donation campaign shall be applied towards Company's total sponsorship of $150,000 for the Term.", "probability": 0.0004163785518149518 }, { "score": 3.901881456375122, "text": "In 2018 Company shall commit to developing a customized version of its ZeeTour app to support Tour de Cure\u00ae and Step Out Walk to Stop Diabetes\u00ae events across the US.", "probability": 0.0002658910936531427 }, { "score": 3.808028221130371, "text": "For the purposes of this Agreement, funds raised through the pin pad/POS donation campaign shall be applied towards Company's total sponsorship of $150,000 for the Term", "probability": 0.0002420716041585675 }, { "score": 3.3998188972473145, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.00016093881206489575 }, { "score": 3.361638307571411, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations.", "probability": 0.0001549098994118411 }, { "score": 3.2174084186553955, "text": "Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.00013410375144385365 }, { "score": 3.2155957221984863, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations", "probability": 0.00013386088223932944 }, { "score": 3.179532527923584, "text": "Company shall provide all tracking reports to Association which shall include total participants and funds raised through the pin pad/POS campaign per event site for the duration of the Term. For the purposes of this Agreement, funds raised through the pin pad/POS donation campaign shall be applied towards Company's total sponsorship of $150,000 for the Term.", "probability": 0.00012911944086198968 }, { "score": 3.138935089111328, "text": "The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2. \u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign. Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News. B. Company Pin Pad/POS Donation Campaign for Tour de Cure\u00ae and Step Out (2018-2019) In 2018 Company shall commit to developing a customized version of its ZeeTour app to support Tour de Cure\u00ae and Step Out Walk to Stop Diabetes\u00ae events across the US.", "probability": 0.00012398250108012834 }, { "score": 3.032095432281494, "text": "Circulation: 510,000; Frequency: Quarterly. Description: Photo/graphic, headline, and 20-25 word blurb with link to Promotions That Give Back webpage. A final schedule determining the dates and activities shall be mutually agreed to by the parties. D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.00011141932411747528 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Volume Restriction": [ { "text": "", "score": 12.053182601928711, "probability": 0.46594912267956073 }, { "score": 11.990079879760742, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "probability": 0.437454949182325 }, { "score": 10.071562767028809, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign", "probability": 0.06422911512199873 }, { "score": 9.04420280456543, "text": "\u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "probability": 0.022990857847107166 }, { "score": 7.125685691833496, "text": "\u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign", "probability": 0.0033756217827127476 }, { "score": 6.3626298904418945, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.0015738482546445052 }, { "score": 6.262681007385254, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign. Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News.", "probability": 0.0014241495874261528 }, { "score": 5.508923530578613, "text": "Social Media Association shall leverage its social media channels to engage participants in National Get Fit Don't Sit Day: \u00b7 The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2. \u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "probability": 0.00067019764203601 }, { "score": 5.071966171264648, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-", "probability": 0.0004329469909171436 }, { "score": 4.751598358154297, "text": "The", "probability": 0.00031426842724998185 }, { "score": 4.687399864196777, "text": "All products, materials, services or other items of Company with which the Association Marks are used shall be maintained throughout the period of this Agreement at or above their quality at the beginning of the term.", "probability": 0.00029472684865008536 }, { "score": 4.608267307281494, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.0002723032768836863 }, { "score": 4.230820655822754, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign. Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News. B. Company Pin Pad/POS Donation Campaign for Tour de Cure\u00ae and Step Out (2018-2019) In 2018 Company shall commit to developing a customized version of its ZeeTour app to support Tour de Cure\u00ae and Step Out Walk to Stop Diabetes\u00ae events across the US.", "probability": 0.00018669378891067695 }, { "score": 3.9624223709106445, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign. Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News. B. Company Pin Pad/POS Donation Campaign for Tour de Cure\u00ae and Step Out (2018-2019) In 2018 Company shall commit to developing a customized version of its ZeeTour app to support Tour de Cure\u00ae and Step Out Walk to Stop Diabetes\u00ae events across the US. By way of the ZeeTour app, Company agrees to ask their customers to participate in a voluntary pin pad/POS donation campaign to support the Association's events.", "probability": 0.0001427466666542528 }, { "score": 3.91454815864563, "text": "The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2. \u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "probability": 0.0001360737863177576 }, { "score": 3.8227736949920654, "text": "Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "probability": 0.00012414159650354524 }, { "score": 3.821338176727295, "text": "one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "probability": 0.00012396351682324438 }, { "score": 3.737851619720459, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign. Internal", "probability": 0.00011403446715238099 }, { "score": 3.5904064178466797, "text": "Social Media Association shall leverage its social media channels to engage participants in National Get Fit Don't Sit Day: \u00b7 The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2. \u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign", "probability": 9.840145044714522e-05 }, { "score": 3.521367073059082, "text": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day,", "probability": 9.183708567900073e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Ip Ownership Assignment": [ { "score": 12.561631202697754, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association.", "probability": 0.3449192905667358 }, { "text": "", "score": 12.174903869628906, "probability": 0.2342954946169615 }, { "score": 11.903636932373047, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association.", "probability": 0.1786299198829028 }, { "score": 11.10247802734375, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement.", "probability": 0.08017063285388752 }, { "score": 10.829084396362305, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association.", "probability": 0.060993276875370685 }, { "score": 10.517704963684082, "text": "Company shall at all times retain full ownership in and to all information respecting its business, and shall be the sole and exclusive owner of all materials created by or for the Company hereunder, with the exception of the Association Marks.", "probability": 0.04467366643620045 }, { "score": 9.445631980895996, "text": "This Agreement may not be assigned by either Party without the prior written consent of the other Party.", "probability": 0.015291715749453639 }, { "score": 9.094781875610352, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association", "probability": 0.010766733211643065 }, { "score": 8.535094261169434, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both. Company's use of the Association Marks does not create ownership rights in the Association Marks for Company.", "probability": 0.006151977087196142 }, { "score": 8.436787605285645, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association", "probability": 0.00557597311485909 }, { "score": 8.347622871398926, "text": "Company shall at all times retain full ownership in and to all information respecting its business, and shall be the sole and exclusive owner of all materials created by or for the Company hereunder, with the exception of the Association Marks", "probability": 0.005100314058732549 }, { "score": 7.859355926513672, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association", "probability": 0.003130006787539507 }, { "score": 7.529173851013184, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both. Company's use of the Association Marks does not create ownership rights in the Association Marks for Company. Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights. Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks.", "probability": 0.002249826489786221 }, { "score": 7.505769729614258, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement", "probability": 0.0021977826729704273 }, { "score": 7.301820755004883, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B.", "probability": 0.001792300520355811 }, { "score": 6.84611701965332, "text": "Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event. 17. Liability: Company and Association agree that each is responsible for its own business activities and for its action or inaction relating to the specific Program or Event activities under this Agreement. Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity. 18. Non-Assignment: This Agreement shall be between the Parties only, and does not grant rights to any other party. This Agreement may not be assigned by either Party without the prior written consent of the other Party.", "probability": 0.0011363214720577727 }, { "score": 6.4800310134887695, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association.", "probability": 0.0007879743503807874 }, { "score": 6.4045257568359375, "text": "Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association.", "probability": 0.0007306688024064748 }, { "score": 6.370022296905518, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both. Company's use of the Association Marks does not create ownership rights in the Association Marks for Company", "probability": 0.0007058881678494183 }, { "score": 6.361983299255371, "text": "Upon termination or expiration, no further use may be made of the Association Marks, or other proprietary property or materials provided, developed or intended for use in connection with the Sponsorship, without prior written authorization, other than as set out in this section.", "probability": 0.0007002362827104374 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.148628234863281, "probability": 0.9991986316452857 }, { "score": 4.081725120544434, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement.", "probability": 0.0003135020045098806 }, { "score": 3.3986895084381104, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association.", "probability": 0.0001583440412325752 }, { "score": 3.089263677597046, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association.", "probability": 0.0001162036564832166 }, { "score": 2.3018085956573486, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B.", "probability": 5.287281058516462e-05 }, { "score": 1.9923827648162842, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B.", "probability": 3.880167432076804e-05 }, { "score": 1.5602331161499023, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association", "probability": 2.518664137079613e-05 }, { "score": 1.250807285308838, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association", "probability": 1.848367516096877e-05 }, { "score": 1.0314347743988037, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement", "probability": 1.4842807550400515e-05 }, { "score": 1.0179754495620728, "text": "Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement.", "probability": 1.4644371783414993e-05 }, { "score": 0.648622989654541, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 1.0121922570454502e-05 }, { "score": 0.4845113754272461, "text": "The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B.", "probability": 8.589942214492068e-06 }, { "score": 0.3349399268627167, "text": "Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association.", "probability": 7.396600925868747e-06 }, { "score": -0.1756429672241211, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B", "probability": 4.439037911010769e-06 }, { "score": -0.28496265411376953, "text": "4. Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement.", "probability": 3.979347970489898e-06 }, { "score": -0.4574275016784668, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In", "probability": 3.3489709910490482e-06 }, { "score": -0.48506879806518555, "text": "In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B", "probability": 3.2576687604519195e-06 }, { "score": -0.7619410157203674, "text": "Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B.", "probability": 2.469806031399889e-06 }, { "score": -0.7668533325195312, "text": "In", "probability": 2.4577033122738114e-06 }, { "score": -0.7799724340438843, "text": "Nothing in this Agreement shall create a partnership, joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between the Parties.", "probability": 2.425671029810097e-06 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__License Grant": [ { "score": 12.134899139404297, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.28384627026966613 }, { "score": 12.07215690612793, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.2665843107093874 }, { "text": "", "score": 11.598319053649902, "probability": 0.16597757750843906 }, { "score": 11.249313354492188, "text": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term (see Attachment \"B\").", "probability": 0.11707877570099263 }, { "score": 10.327261924743652, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.04656250367548859 }, { "score": 10.15560245513916, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.03921801099651797 }, { "score": 9.880813598632812, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.02979519827943241 }, { "score": 9.165124893188477, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 0.014565541145097793 }, { "score": 9.040129661560059, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 0.012854106238026047 }, { "score": 8.239282608032227, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 0.005770831966139802 }, { "score": 7.968506336212158, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 0.004401916377940136 }, { "score": 7.6937174797058105, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 0.0033442790176649237 }, { "score": 7.190624237060547, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement.", "probability": 0.0020221430955227526 }, { "score": 7.035387992858887, "text": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term (see Attachment \"B", "probability": 0.0017313849600724756 }, { "score": 6.915835380554199, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement.", "probability": 0.0015362878674758658 }, { "score": 6.897960662841797, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association.", "probability": 0.0015090711259600036 }, { "score": 6.597879409790039, "text": "Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.0011178565534692726 }, { "score": 6.18681001663208, "text": "5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.0007410728591840547 }, { "score": 6.123085021972656, "text": "The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.0006953212376945122 }, { "score": 6.051892280578613, "text": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term", "probability": 0.0006475404158283921 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Transferable License": [ { "score": 12.303583145141602, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.3003159952257106 }, { "text": "", "score": 12.033452033996582, "probability": 0.2292250166519811 }, { "score": 11.507389068603516, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.13545522747619207 }, { "score": 11.473123550415039, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.13089240410429592 }, { "score": 10.703062057495117, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.060601166985674276 }, { "score": 10.583229064941406, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.05375739062338574 }, { "score": 10.111424446105957, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.033537913283089436 }, { "score": 9.729165077209473, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 0.022883523866427648 }, { "score": 9.49838638305664, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.01816757616071894 }, { "score": 7.763128280639648, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason", "probability": 0.0032039370228513775 }, { "score": 7.696382522583008, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason", "probability": 0.0029970684127980044 }, { "score": 7.63089656829834, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 0.0028070908458220404 }, { "score": 7.371169090270996, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 0.0021650017783330765 }, { "score": 6.806487560272217, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason", "probability": 0.001230892668439469 }, { "score": 6.302691459655762, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.0007437454440707942 }, { "score": 6.1664934158325195, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 0.0006490441793844684 }, { "score": 5.9952898025512695, "text": "5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.0005469170656052005 }, { "score": 5.498364448547363, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.00033274346579862047 }, { "score": 5.322437286376953, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement.", "probability": 0.0002790649800038351 }, { "score": 5.029874801635742, "text": "5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.000208279759417423 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Affiliate License-Licensor": [ { "text": "", "score": 11.996820449829102, "probability": 0.3147353727600477 }, { "score": 11.991456985473633, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.3130518196811692 }, { "score": 11.283919334411621, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.1542895580225454 }, { "score": 10.748388290405273, "text": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term (see Attachment \"B\").", "probability": 0.09031468211622107 }, { "score": 10.561819076538086, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.07494322493412882 }, { "score": 9.009637832641602, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 0.015871889397133947 }, { "score": 8.34155559539795, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 0.00813737254588558 }, { "score": 8.21314811706543, "text": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term (see Attachment \"B", "probability": 0.007156777905697685 }, { "score": 8.024345397949219, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 0.005925453045060133 }, { "score": 7.324108123779297, "text": "Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks. 1\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.0029417948057456557 }, { "score": 7.223424911499023, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.0026600280316413597 }, { "score": 7.188521385192871, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 0.0025687852830011226 }, { "score": 6.536341667175293, "text": "5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.001338103638695704 }, { "score": 6.484699726104736, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association.", "probability": 0.001270755334886501 }, { "score": 6.390688896179199, "text": "Use of Association Intellectual Property- Association Name and Logo (\"Association Mark\"): The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term (see Attachment \"B\").", "probability": 0.0011567341489601402 }, { "score": 6.0599517822265625, "text": "The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both. Company's use of the Association Marks does not create ownership rights in the Association Marks for Company. Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights. Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks. 1\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.000830990872182712 }, { "score": 6.032542705535889, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.000808523491269118 }, { "score": 5.928094387054443, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association.", "probability": 0.0007283352245443994 }, { "score": 5.795291900634766, "text": "5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.0006377580178721484 }, { "score": 5.7862868309021, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement.", "probability": 0.0006320407433117324 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.203119277954102, "probability": 0.9047321984816551 }, { "score": 9.531317710876465, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.06254194299298778 }, { "score": 8.2395601272583, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.017185737692808727 }, { "score": 7.191418647766113, "text": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term (see Attachment \"B\").", "probability": 0.006025125785625459 }, { "score": 6.889762878417969, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 0.004456138514541766 }, { "score": 6.237142086029053, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 0.0023202195033230648 }, { "score": 4.240057468414307, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement.", "probability": 0.00031492435151749665 }, { "score": 4.232559680938721, "text": "The use of Company Marks by Association shall be in furtherance of the sponsorship elements set forth in Attachment A.", "probability": 0.0003125719455991353 }, { "score": 4.053127288818359, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 0.0002612302693676614 }, { "score": 4.047126293182373, "text": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term (see Attachment \"B\").", "probability": 0.00025966732197184496 }, { "score": 3.999086856842041, "text": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term (see Attachment \"B", "probability": 0.00024748793776030453 }, { "score": 3.840418577194214, "text": "5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.0002111763496739348 }, { "score": 3.653660535812378, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 0.00017520128684296807 }, { "score": 3.6388611793518066, "text": "The use of Company Marks by Association shall be in furtherance of the sponsorship elements set forth in Attachment A.", "probability": 0.0001726275126233922 }, { "score": 3.485565423965454, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.00014809299360638616 }, { "score": 3.4512581825256348, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association.", "probability": 0.00014309849511397483 }, { "score": 3.428701639175415, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association.", "probability": 0.00013990681961423813 }, { "score": 3.4131546020507812, "text": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term", "probability": 0.0001377485042738251 }, { "score": 3.3974764347076416, "text": "License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.0001356057016738663 }, { "score": 2.8609321117401123, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement. 6. Use of Association Marks: The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason.", "probability": 7.929753941915443e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.757335662841797, "probability": 0.8048988703536887 }, { "score": 10.087757110595703, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.15158372163891382 }, { "score": 8.388921737670898, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 0.027724117921800163 }, { "score": 7.556262969970703, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.012056982464682698 }, { "score": 5.300148010253906, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 0.0012630494432255782 }, { "score": 4.402716636657715, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement.", "probability": 0.0005148383126938962 }, { "score": 4.22036075592041, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.00042901720143007283 }, { "score": 3.9436914920806885, "text": "Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.00032532599816214274 }, { "score": 3.2035014629364014, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association.", "probability": 0.00015518806774602987 }, { "score": 3.167829990386963, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.00014974985207234507 }, { "score": 3.0423383712768555, "text": "The", "probability": 0.00013208882725978583 }, { "score": 3.0332114696502686, "text": "The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.00013088875034992053 }, { "score": 2.9734818935394287, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.00012329972160697616 }, { "score": 2.8325464725494385, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 0.00010709140598463104 }, { "score": 2.701780080795288, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association.", "probability": 9.396443311688636e-05 }, { "score": 2.584737777709961, "text": "Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 8.358583237138524e-05 }, { "score": 2.2684550285339355, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The", "probability": 6.092181296257758e-05 }, { "score": 2.2448558807373047, "text": "Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 5.9500941711755325e-05 }, { "score": 2.159625768661499, "text": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term (see Attachment \"B\").", "probability": 5.4639771177793346e-05 }, { "score": 2.1321182250976562, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks,", "probability": 5.3157249042774724e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Irrevocable Or Perpetual License": [ { "score": 12.455303192138672, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.3935229791599131 }, { "text": "", "score": 12.05437183380127, "probability": 0.2635407762704657 }, { "score": 11.51362419128418, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.1534631483251164 }, { "score": 11.275361061096191, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.12092824243566243 }, { "score": 10.175253868103027, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 0.04024920044574809 }, { "score": 9.161197662353516, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 0.014600181106845947 }, { "score": 8.948331832885742, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association", "probability": 0.01180080918060549 }, { "score": 5.834996700286865, "text": "5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.0005245749156434011 }, { "score": 4.92479133605957, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries.", "probability": 0.00021111075181840287 }, { "score": 4.648019313812256, "text": "5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.00016006994303079545 }, { "score": 4.441333293914795, "text": "Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.00013018087684531625 }, { "score": 4.414722919464111, "text": "License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.00012676240015815004 }, { "score": 4.397988319396973, "text": "The", "probability": 0.0001246587331941558 }, { "score": 4.361102104187012, "text": "Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "probability": 0.00012014431606010667 }, { "score": 4.333725929260254, "text": "3. Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\"). 4. Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both. Company's use of the Association Marks does not create ownership rights in the Association Marks for Company. Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights. Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks. 1\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 0.00011689983758237366 }, { "score": 4.0948591232299805, "text": "License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "probability": 9.206093300386122e-05 }, { "score": 4.035647392272949, "text": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association. The Company Marks must be used solely in connection with the activities authorized under this Agreement.", "probability": 8.676809128160744e-05 }, { "score": 3.9218103885650635, "text": "The", "probability": 7.743213988589256e-05 }, { "score": 3.8258488178253174, "text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association.", "probability": 7.034701610537795e-05 }, { "score": 3.554948091506958, "text": "5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association", "probability": 5.365312103331644e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Source Code Escrow": [ { "text": "", "score": 12.271476745605469, "probability": 0.9999414264411486 }, { "score": 2.1984663009643555, "text": "Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity.", "probability": 4.2200899587277096e-05 }, { "score": 0.24561810493469238, "text": "Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity", "probability": 5.987017302909617e-06 }, { "score": -0.10532176494598389, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 4.215016357117552e-06 }, { "score": -0.6783701181411743, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 2.376443682064592e-06 }, { "score": -2.160731792449951, "text": "16. Force Majeure: Neither Party shall be in breach of this Agreement if Program or Event activities are cancelled as a result of forces beyond the Party's reasonable control, such as unusually severe weather, fire, explosion, civil disturbance, terrorism or act of God. Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event. 17. Liability: Company and Association agree that each is responsible for its own business activities and for its action or inaction relating to the specific Program or Event activities under this Agreement. Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity.", "probability": 5.396920632258659e-07 }, { "score": -2.2887449264526367, "text": "Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity.", "probability": 4.748436488881072e-07 }, { "score": -2.3543434143066406, "text": "Company", "probability": 4.446943097634018e-07 }, { "score": -2.36360764503479, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party", "probability": 4.4059358344068803e-07 }, { "score": -2.809277057647705, "text": "17. Liability: Company and Association agree that each is responsible for its own business activities and for its action or inaction relating to the specific Program or Event activities under this Agreement. Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity.", "probability": 2.8215412337128434e-07 }, { "score": -2.9439525604248047, "text": "Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity. 18. Non-Assignment: This Agreement shall be between the Parties only, and does not grant rights to any other party.", "probability": 2.466025560004332e-07 }, { "score": -2.959625720977783, "text": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "probability": 2.427676456332473e-07 }, { "score": -3.1078405380249023, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one", "probability": 2.0932539980091573e-07 }, { "score": -3.120192766189575, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 2.067556683301637e-07 }, { "score": -3.2531120777130127, "text": "Neither Party shall be in breach of this Agreement if Program or Event activities are cancelled as a result of forces beyond the Party's reasonable control, such as unusually severe weather, fire, explosion, civil disturbance, terrorism or act of God. Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event. 17. Liability: Company and Association agree that each is responsible for its own business activities and for its action or inaction relating to the specific Program or Event activities under this Agreement. Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity.", "probability": 1.810219760168787e-07 }, { "score": -3.5627055168151855, "text": "Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event. 17. Liability: Company and Association agree that each is responsible for its own business activities and for its action or inaction relating to the specific Program or Event activities under this Agreement. Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity.", "probability": 1.3282400739111418e-07 }, { "score": -3.7223358154296875, "text": "Before expiration of the Term, either Party may terminate this Agreement upon", "probability": 1.1322700536777043e-07 }, { "score": -3.803226947784424, "text": "3\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n16. Force Majeure: Neither Party shall be in breach of this Agreement if Program or Event activities are cancelled as a result of forces beyond the Party's reasonable control, such as unusually severe weather, fire, explosion, civil disturbance, terrorism or act of God. Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event. 17. Liability: Company and Association agree that each is responsible for its own business activities and for its action or inaction relating to the specific Program or Event activities under this Agreement. Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity.", "probability": 1.0442859832809085e-07 }, { "score": -3.9331419467926025, "text": "All other originals and copies of the Association Marks (whether in printed, electronic, recorded, and/or other tangible form) shall be discarded or destroyed within five (5) business days. The obligations under sections 8, 9, 10, and 11 and 19 and this section 14 shall survive the termination or expiration of this Agreement. 3\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n16. Force Majeure: Neither Party shall be in breach of this Agreement if Program or Event activities are cancelled as a result of forces beyond the Party's reasonable control, such as unusually severe weather, fire, explosion, civil disturbance, terrorism or act of God. Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event. 17. Liability: Company and Association agree that each is responsible for its own business activities and for its action or inaction relating to the specific Program or Event activities under this Agreement. Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity.", "probability": 9.170606982493977e-08 }, { "score": -4.026341915130615, "text": "D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits:", "probability": 8.354526668357393e-08 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Post-Termination Services": [ { "text": "", "score": 12.355356216430664, "probability": 0.9653335557641267 }, { "score": 8.499802589416504, "text": "Upon termination or expiration, no further use may be made of the Association Marks, or other proprietary property or materials provided, developed or intended for use in connection with the Sponsorship, without prior written authorization, other than as set out in this section.", "probability": 0.0204282769944564 }, { "score": 7.806975364685059, "text": "Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 0.010217407093248783 }, { "score": 5.691842079162598, "text": "Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event.", "probability": 0.0012323951569827422 }, { "score": 5.1400041580200195, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 0.0007097245349636316 }, { "score": 4.9371538162231445, "text": "Effect of Termination or Expiration: Upon termination or expiration, no further use may be made of the Association Marks, or other proprietary property or materials provided, developed or intended for use in connection with the Sponsorship, without prior written authorization, other than as set out in this section.", "probability": 0.0005794194036750599 }, { "score": 4.519895553588867, "text": "Upon termination or expiration, no further use may be made of the Association Marks, or other proprietary property or materials provided, developed or intended for use in connection with the Sponsorship, without prior written authorization, other than as set out in this section. All other originals and copies of the Association Marks (whether in printed, electronic, recorded, and/or other tangible form) shall be discarded or destroyed within five (5) business days.", "probability": 0.00038175090371697 }, { "score": 4.428497791290283, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 0.00034840672562015624 }, { "score": 4.176661014556885, "text": "Upon termination or expiration, no further use may be made of the Association Marks, or other proprietary property or materials provided, developed or intended for use in connection with the Sponsorship, without prior written authorization, other than as set out in this section", "probability": 0.0002708414982225077 }, { "score": 3.5306496620178223, "text": "Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event", "probability": 0.0001419567480242559 }, { "score": 3.163378953933716, "text": "Upon termination or expiration, no further use may be made of the Association Marks, or other proprietary property or materials provided, developed or intended for use in connection with the Sponsorship, without prior written authorization, other than as set out in this section. All other originals and copies of the Association Marks (whether in printed, electronic, recorded, and/or other tangible form) shall be discarded or destroyed within five (5) business days. The obligations under sections 8, 9, 10, and 11 and 19 and this section 14 shall survive the termination or expiration of this Agreement.", "probability": 9.832238394316067e-05 }, { "score": 2.6502063274383545, "text": "The obligations under sections 8, 9, 10, and 11 and 19 and this section 14 shall survive the termination or expiration of this Agreement. 3\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n16. Force Majeure: Neither Party shall be in breach of this Agreement if Program or Event activities are cancelled as a result of forces beyond the Party's reasonable control, such as unusually severe weather, fire, explosion, civil disturbance, terrorism or act of God. Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event.", "probability": 5.8855134977122596e-05 }, { "score": 2.6044375896453857, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 5.622212414273797e-05 }, { "score": 1.778322696685791, "text": "Upon termination or expiration, no further use may be made of the Association Marks, or other proprietary property or materials provided, developed or intended for use in connection with the Sponsorship, without prior written authorization, other than as set out in this section. All", "probability": 2.4611048164445534e-05 }, { "score": 1.7661268711090088, "text": "Upon", "probability": 2.4312718996752158e-05 }, { "score": 1.7411723136901855, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 2.371351340466563e-05 }, { "score": 1.5417766571044922, "text": "D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 1.942671955104378e-05 }, { "score": 1.4787095785140991, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 1.823936802550956e-05 }, { "score": 1.3753762245178223, "text": "Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 1.64487417072528e-05 }, { "score": 1.3547799587249756, "text": "Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 1.6113424050452206e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Audit Rights": [ { "text": "", "score": 12.296947479248047, "probability": 0.9999778730751148 }, { "score": 1.3179805278778076, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 1.7056331425876215e-05 }, { "score": -0.899233341217041, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 1.8576413847574003e-06 }, { "score": -1.5136182308197021, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 1.0049348572232015e-06 }, { "score": -1.5779414176940918, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 9.423293225913129e-07 }, { "score": -2.327162504196167, "text": "D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits:", "probability": 4.454717024810893e-07 }, { "score": -2.745786428451538, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s)", "probability": 2.930988142253997e-07 }, { "score": -3.926831007003784, "text": "The", "probability": 8.996900512586545e-08 }, { "score": -3.994642972946167, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association", "probability": 8.407029192814274e-08 }, { "score": -4.544376373291016, "text": "D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 4.851727195050654e-08 }, { "score": -4.633718967437744, "text": "Failure to have materials and/or products featuring the Association Marks reviewed in advance of making then available in the marketplace may be considered breach of the Agreement and cause for immediate cancellation.", "probability": 4.4370607771116525e-08 }, { "score": -4.717525482177734, "text": ":", "probability": 4.080361777157164e-08 }, { "score": -4.795665740966797, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 3.7736601651728e-08 }, { "score": -4.860661506652832, "text": "3. Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\"). 4. Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement.", "probability": 3.536189131930152e-08 }, { "score": -5.201290607452393, "text": "Company shall provide to the Association on a quarterly basis two (2) samples of any items or materials that contain the Association Marks. 8. Review: All uses of the Association Marks, including the specific placement of the Association Marks on Company's product and all promotional materials and packaging, are subject to the Association's prior written approval, which approval shall be in its sole discretion. Any reference to the Association in electronic or other publication or broadcast is subject to the Association's respective prior written approval, which approval shall not be unreasonably withheld. Approval or disapproval shall be provided by the respective Party within five (5) business days of request. Failure to have materials and/or products featuring the Association Marks reviewed in advance of making then available in the marketplace may be considered breach of the Agreement and cause for immediate cancellation.", "probability": 2.515371559668228e-08 }, { "score": -5.207085132598877, "text": "Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 2.50083832317973e-08 }, { "score": -5.223084449768066, "text": "D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 2.46114499742748e-08 }, { "score": -5.2308220863342285, "text": "Audience: Shoppers and purchasers from Association (ShopD.org website), DiabetesForecast e-news subscribers, excludes donors in December. Circulation: 510,000; Frequency: Quarterly. Description: Photo/graphic, headline, and 20-25 word blurb with link to Promotions That Give Back webpage. A final schedule determining the dates and activities shall be mutually agreed to by the parties. D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits:", "probability": 2.4421750378729198e-08 }, { "score": -5.251462936401367, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 2.392283145944306e-08 }, { "score": -5.283439636230469, "text": "Company and Association shall collaborate to: \u00b7 Strategically identify markets in 2018 to act as test sites for implementation \u00b7 Identify number of events both Tour and Step Out prior to 2019 Tour season \u00b7 Develop a marketing strategy prior to implementation C. Association Media Channels: Promotions That Give Back The Association shall leverage its Promotions That Give Back website and e-news to help raise awareness about Company's Cause Promotion and national support. a. Promotions That Give Back webpage Description: 3-4 lines that outline the relationship with Association and co-venture arrangement (% of every purchase of in store apps goes to Association) b. Promotions That Give Back e-Newsletter Audience: Shoppers and purchasers from Association (ShopD.org website), DiabetesForecast e-news subscribers, excludes donors in December. Circulation: 510,000; Frequency: Quarterly. Description: Photo/graphic, headline, and 20-25 word blurb with link to Promotions That Give Back webpage. A final schedule determining the dates and activities shall be mutually agreed to by the parties. D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits:", "probability": 2.31699595881706e-08 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Uncapped Liability": [ { "text": "", "score": 12.327410697937012, "probability": 0.9999544721685384 }, { "score": 1.885353684425354, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 2.9177796190486057e-05 }, { "score": -0.12118934839963913, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 3.923032621968938e-06 }, { "score": -0.7324087619781494, "text": "Before expiration of the Term, either Party may terminate this Agreement upon", "probability": 2.1289854872310514e-06 }, { "score": -1.0584790706634521, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party", "probability": 1.536604728193896e-06 }, { "score": -1.2360222339630127, "text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one", "probability": 1.2866373340732438e-06 }, { "score": -1.4057093858718872, "text": "Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 1.0858302972810563e-06 }, { "score": -1.4722814559936523, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 1.015897923553686e-06 }, { "score": -1.883113145828247, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 6.736404181455977e-07 }, { "score": -1.9324116706848145, "text": "13. Insurance: During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 6.412362408282321e-07 }, { "score": -2.030060291290283, "text": "Except as may be limited by applicable law, each of the Parties hereto shall promptly notify the other of, and reasonably cooperate in responding to or defending any inquiry, investigation, claim, suit or other cause of action instituted, asserted or threatened against either Party hereto or any of their respective Affiliates, shareholders, directors, officers, agents, independent contractors or employees and arising out of or relating to either Party's obligations under this Agreement or any other matter contemplated hereby. 13. Insurance: During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 5.815804542831677e-07 }, { "score": -2.0481300354003906, "text": "Failure to have materials and/or products featuring the Association Marks reviewed in advance of making then available in the marketplace may be considered breach of the Agreement and cause for immediate cancellation. 2\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n9. Infringement: Each Party shall take measures it deems necessary to assure that none of the material which is prepared, or which shall be prepared, pursuant to this Agreement, violates or infringes upon any trademark or copyright, or any other right of any person, company or other entity. Both Parties shall protect against infringement of the Association Marks. Each Party shall provide reasonable assistance to the other party in protecting the Association Marks upon request. Each Party shall notify the other party immediately if it learns of any infringement of the Association Marks or Company.", "probability": 5.711658225369726e-07 }, { "score": -2.146078586578369, "text": "Failure to have materials and/or products featuring the Association Marks reviewed in advance of making then available in the marketplace may be considered breach of the Agreement and cause for immediate cancellation.", "probability": 5.178735101615175e-07 }, { "score": -2.396090507507324, "text": "The company must not either:", "probability": 4.033154873217988e-07 }, { "score": -2.458801031112671, "text": "9. Infringement: Each Party shall take measures it deems necessary to assure that none of the material which is prepared, or which shall be prepared, pursuant to this Agreement, violates or infringes upon any trademark or copyright, or any other right of any person, company or other entity. Both Parties shall protect against infringement of the Association Marks. Each Party shall provide reasonable assistance to the other party in protecting the Association Marks upon request. Each Party shall notify the other party immediately if it learns of any infringement of the Association Marks or Company.", "probability": 3.788000824711785e-07 }, { "score": -2.50966215133667, "text": "Each Party shall notify the other party immediately if it learns of any infringement of the Association Marks or Company.", "probability": 3.600156341871613e-07 }, { "score": -2.5462288856506348, "text": "Before", "probability": 3.470888241233152e-07 }, { "score": -2.5770435333251953, "text": "The Party owning the infringed mark shall have sole discretion to determine whether to pursue such infringement.", "probability": 3.3655651242653116e-07 }, { "score": -2.711142063140869, "text": "12. Notification: Except as may be limited by applicable law, each of the Parties hereto shall promptly notify the other of, and reasonably cooperate in responding to or defending any inquiry, investigation, claim, suit or other cause of action instituted, asserted or threatened against either Party hereto or any of their respective Affiliates, shareholders, directors, officers, agents, independent contractors or employees and arising out of or relating to either Party's obligations under this Agreement or any other matter contemplated hereby. 13. Insurance: During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 2.943199812235991e-07 }, { "score": -2.8068623542785645, "text": "Failure to have materials and/or products featuring the Association Marks reviewed in advance of making then available in the marketplace may be considered breach of the Agreement and cause for immediate cancellation. 2\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n9. Infringement: Each Party shall take measures it deems necessary to assure that none of the material which is prepared, or which shall be prepared, pursuant to this Agreement, violates or infringes upon any trademark or copyright, or any other right of any person, company or other entity. Both Parties shall protect against infringement of the Association Marks. Each Party shall provide reasonable assistance to the other party in protecting the Association Marks upon request. Each Party shall notify the other party immediately if it learns of any infringement of the Association Marks or Company. 10. Mark. The Party owning the infringed mark shall have sole discretion to determine whether to pursue such infringement.", "probability": 2.674539109193725e-07 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Cap On Liability": [ { "text": "", "score": 12.177862167358398, "probability": 0.9997653187425465 }, { "score": 3.0009925365448, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 0.00010337945194100188 }, { "score": 2.6567955017089844, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations.", "probability": 7.327424504559191e-05 }, { "score": 1.0238566398620605, "text": "The company must not either:", "probability": 1.4314461524468545e-05 }, { "score": 0.8738661408424377, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 1.2320688270401077e-05 }, { "score": 0.45748043060302734, "text": "The company must not either: (a) keep any of the donated money, or (b) be compensated in any way by the Association.", "probability": 8.124580632396845e-06 }, { "score": 0.10850698500871658, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 5.7311755503570844e-06 }, { "score": -0.2669646739959717, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon", "probability": 3.937118095428275e-06 }, { "score": -0.416917085647583, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium.", "probability": 3.388870215761777e-06 }, { "score": -0.7388811111450195, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations", "probability": 2.455996464287355e-06 }, { "score": -1.3261134624481201, "text": "The", "probability": 1.365199018841941e-06 }, { "score": -1.6672180891036987, "text": "The insurance shall be in an amount of:", "probability": 9.706353641774418e-07 }, { "score": -1.911315679550171, "text": "The insurance shall be in an amount of:", "probability": 7.604065931711938e-07 }, { "score": -1.9179737567901611, "text": "Failure to have materials and/or products featuring the Association Marks reviewed in advance of making then available in the marketplace may be considered breach of the Agreement and cause for immediate cancellation.", "probability": 7.553605644055549e-07 }, { "score": -1.9220037460327148, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 7.523225950602317e-07 }, { "score": -1.9357165098190308, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and", "probability": 7.420765841411994e-07 }, { "score": -2.0513172149658203, "text": "Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 6.610647190150325e-07 }, { "score": -2.120453119277954, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before", "probability": 6.169054937009819e-07 }, { "score": -2.154102087020874, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory.", "probability": 5.964926226706718e-07 }, { "score": -2.2643871307373047, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 5.342061590278641e-07 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Liquidated Damages": [ { "text": "", "score": 12.075170516967773, "probability": 0.8355394196270033 }, { "score": 10.344767570495605, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.14806843733843822 }, { "score": 8.10325813293457, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.01573936885096488 }, { "score": 3.1388068199157715, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule:", "probability": 0.0001098888180598326 }, { "score": 2.7268335819244385, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000", "probability": 7.278397968713332e-05 }, { "score": 2.595675468444824, "text": "E. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 6.383730633583175e-05 }, { "score": 2.5275373458862305, "text": "Company", "probability": 5.9632434895869575e-05 }, { "score": 2.310112476348877, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000 Year 2 - Due: December 31, 2019 - $75,000", "probability": 4.797954461228685e-05 }, { "score": 2.0408456325531006, "text": "Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 3.665346337017461e-05 }, { "score": 2.0370798110961914, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000 Year 2 - Due: December 31, 2019 - $75,000 Remaining Balance Due: March 30, 2020 - $25,000", "probability": 3.6515692544326586e-05 }, { "score": 1.9529181718826294, "text": "Sponsorship Agreement.", "probability": 3.356824268031975e-05 }, { "score": 1.8295609951019287, "text": "The company must not either:", "probability": 2.9672576969744242e-05 }, { "score": 1.7976021766662598, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments", "probability": 2.8739269606159586e-05 }, { "score": 1.6990642547607422, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000 Year 2 - Due: December 31, 2019 - $75,000 Remaining Balance Due: March 30, 2020 - $25,000 Signatures: American Diabetes Association Freeze Tag, Inc.", "probability": 2.604241472926558e-05 }, { "score": 1.5676045417785645, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship", "probability": 2.283436941928077e-05 }, { "score": 1.5169909000396729, "text": "agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 2.170739942734388e-05 }, { "score": 1.334526777267456, "text": "cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 1.8086920759417156e-05 }, { "score": 1.216102123260498, "text": "Company agrees to pay to the Association the cash rights fee", "probability": 1.6066950738946573e-05 }, { "score": 1.2050485610961914, "text": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000", "probability": 1.5890331633584433e-05 }, { "score": 0.9945838451385498, "text": "Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 1.2874468124235397e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Warranty Duration": [ { "text": "", "score": 11.837272644042969, "probability": 0.4692119027928708 }, { "score": 11.78083610534668, "text": "All products, materials, services or other items of Company with which the Association Marks are used shall be maintained throughout the period of this Agreement at or above their quality at the beginning of the term.", "probability": 0.4434645854035045 }, { "score": 9.632566452026367, "text": "Quality: All products, materials, services or other items of Company with which the Association Marks are used shall be maintained throughout the period of this Agreement at or above their quality at the beginning of the term.", "probability": 0.05174605993432694 }, { "score": 8.907604217529297, "text": "All products, materials, services or other items of Company with which the Association Marks are used shall be maintained throughout the period of this Agreement at or above their quality at the beginning of the term", "probability": 0.025062834665514733 }, { "score": 7.149013996124268, "text": "Failure to have materials and/or products featuring the Association Marks reviewed in advance of making then available in the marketplace may be considered breach of the Agreement and cause for immediate cancellation.", "probability": 0.00431801513339662 }, { "score": 6.759334564208984, "text": "Quality: All products, materials, services or other items of Company with which the Association Marks are used shall be maintained throughout the period of this Agreement at or above their quality at the beginning of the term", "probability": 0.002924479174691733 }, { "score": 6.252816200256348, "text": "All products, materials, services or other items of Company with which the Association Marks are used shall be maintained throughout the period of this Agreement at or above their quality at the beginning of the term. Company shall provide to the Association on a quarterly basis two (2) samples of any items or materials that contain the Association Marks.", "probability": 0.0017622617000929838 }, { "score": 4.850860595703125, "text": "Company shall provide to the Association on a quarterly basis two (2) samples of any items or materials that contain the Association Marks. 8. Review: All uses of the Association Marks, including the specific placement of the Association Marks on Company's product and all promotional materials and packaging, are subject to the Association's prior written approval, which approval shall be in its sole discretion. Any reference to the Association in electronic or other publication or broadcast is subject to the Association's respective prior written approval, which approval shall not be unreasonably withheld. Approval or disapproval shall be provided by the respective Party within five (5) business days of request. Failure to have materials and/or products featuring the Association Marks reviewed in advance of making then available in the marketplace may be considered breach of the Agreement and cause for immediate cancellation.", "probability": 0.0004337193714391681 }, { "score": 4.663336277008057, "text": "Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 0.00035955724397267354 }, { "score": 4.104546070098877, "text": "Quality: All products, materials, services or other items of Company with which the Association Marks are used shall be maintained throughout the period of this Agreement at or above their quality at the beginning of the term. Company shall provide to the Association on a quarterly basis two (2) samples of any items or materials that contain the Association Marks.", "probability": 0.0002056309772452063 }, { "score": 3.636157274246216, "text": "All", "probability": 0.00012872706579305636 }, { "score": 3.214627742767334, "text": "All products, materials, services or other items of Company with which the Association Marks are used shall be maintained throughout the period of this Agreement at or above their quality at the beginning of the term. Company", "probability": 8.445044076102747e-05 }, { "score": 3.1325201988220215, "text": "their quality at the beginning of the term.", "probability": 7.77934563075869e-05 }, { "score": 2.991525888442993, "text": "Company shall provide to the Association on a quarterly basis two (2) samples of any items or materials that contain the Association Marks.", "probability": 6.756316973089259e-05 }, { "score": 2.1596319675445557, "text": "throughout the period of this Agreement at or above their quality at the beginning of the term.", "probability": 2.9405128185513735e-05 }, { "score": 2.0819809436798096, "text": "at or above their quality at the beginning of the term.", "probability": 2.7208190882281204e-05 }, { "score": 2.049156665802002, "text": "products, materials, services or other items of Company with which the Association Marks are used shall be maintained throughout the period of this Agreement at or above their quality at the beginning of the term.", "probability": 2.6329600101989824e-05 }, { "score": 2.0371551513671875, "text": ".", "probability": 2.601549367294358e-05 }, { "score": 1.8654253482818604, "text": "maintained throughout the period of this Agreement at or above their quality at the beginning of the term.", "probability": 2.191042318132992e-05 }, { "score": 1.8488681316375732, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 2.1550634328322804e-05 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Insurance": [ { "score": 12.42907428741455, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium.", "probability": 0.139223722258738 }, { "score": 12.222578048706055, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium.", "probability": 0.11324865786346111 }, { "text": "", "score": 12.12693977355957, "probability": 0.10291955236459782 }, { "score": 12.033740997314453, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory.", "probability": 0.09376098785844021 }, { "score": 12.031142234802246, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+.", "probability": 0.09351764165453685 }, { "score": 11.912507057189941, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations.", "probability": 0.08305598692670974 }, { "score": 11.827244758605957, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory.", "probability": 0.07626793668960534 }, { "score": 11.68913459777832, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium.", "probability": 0.06642958153169565 }, { "score": 11.636808395385742, "text": "Such insurance shall be primary and non-contributory.", "probability": 0.06304295124429896 }, { "score": 11.293800354003906, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory.", "probability": 0.04473732742110319 }, { "score": 11.172567367553711, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations.", "probability": 0.03962955713100128 }, { "score": 10.731904029846191, "text": "Such insurance shall be primary and non-contributory.", "probability": 0.02550595347029041 }, { "score": 10.492795944213867, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations", "probability": 0.020081596702228442 }, { "score": 9.752856254577637, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations", "probability": 0.009581787096154077 }, { "score": 9.702775001525879, "text": "Such insurance shall be primary and non-contributory", "probability": 0.00911373727611088 }, { "score": 9.453596115112305, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory", "probability": 0.007103616209052749 }, { "score": 9.247100830078125, "text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory", "probability": 0.0057782952201550835 }, { "score": 8.713656425476074, "text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory", "probability": 0.003389438555967983 }, { "score": 8.15176010131836, "text": "Such insurance shall be primary and non-contributory", "probability": 0.0019324100719111728 }, { "score": 8.011346817016602, "text": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon:", "probability": 0.001679262453940773 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Covenant Not To Sue": [ { "score": 13.975282669067383, "text": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.", "probability": 0.49670557746479194 }, { "score": 13.774675369262695, "text": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.", "probability": 0.40642123699603183 }, { "text": "", "score": 12.124857902526855, "probability": 0.07806741002533703 }, { "score": 9.25702953338623, "text": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights. Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks.", "probability": 0.004435961167081043 }, { "score": 9.219833374023438, "text": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights", "probability": 0.004273991448378282 }, { "score": 8.933279991149902, "text": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights", "probability": 0.0032091136360596004 }, { "score": 8.758861541748047, "text": "Company's use of the Association Marks does not create ownership rights in the Association Marks for Company. Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.", "probability": 0.0026954800745672665 }, { "score": 7.9113264083862305, "text": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights. Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks.", "probability": 0.0011549316796549962 }, { "score": 7.713913917541504, "text": "The company must not either:", "probability": 0.0009480279439373689 }, { "score": 6.96590518951416, "text": "The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both. Company's use of the Association Marks does not create ownership rights in the Association Marks for Company. Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.", "probability": 0.000448709305030003 }, { "score": 6.596548557281494, "text": "Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both. Company's use of the Association Marks does not create ownership rights in the Association Marks for Company. Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.", "probability": 0.00031013839033160244 }, { "score": 6.14628791809082, "text": "Company", "probability": 0.00019770143311678088 }, { "score": 6.121048927307129, "text": "Company shall not, during the period of this Agreement,", "probability": 0.00019277409060427554 }, { "score": 6.1176652908325195, "text": "Company", "probability": 0.0001921229154512219 }, { "score": 5.739006042480469, "text": "Company shall not, during the period of this Agreement,", "probability": 0.00013156172110100135 }, { "score": 5.716793060302734, "text": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks,", "probability": 0.00012867156130567714 }, { "score": 5.69542121887207, "text": "Company shall not, during the period of this Agreement, or", "probability": 0.0001259507906006722 }, { "score": 5.682961463928223, "text": "during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.", "probability": 0.00012439121078240543 }, { "score": 5.666232109069824, "text": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights. Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks", "probability": 0.00012232753617839453 }, { "score": 5.59503173828125, "text": "not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.", "probability": 0.00011392060965862082 } ], "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.050602912902832, "probability": 0.9401445063926915 }, { "score": 8.67494010925293, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.03214866063704506 }, { "score": 7.629935264587402, "text": "The Association agrees to provide the following additional rights and benefits:", "probability": 0.011306366174315291 }, { "score": 6.4057817459106445, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s)", "probability": 0.003324144762249827 }, { "score": 6.388322830200195, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 0.00326661248599551 }, { "score": 6.293887138366699, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 0.002972245771564578 }, { "score": 6.067926406860352, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement", "probability": 0.002371107362562621 }, { "score": 5.189020156860352, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "probability": 0.0009845711016946677 }, { "score": 5.090205669403076, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s)", "probability": 0.0008919335454036516 }, { "score": 4.329926490783691, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate", "probability": 0.0004170109375188266 }, { "score": 4.226128101348877, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association", "probability": 0.0003758965832769187 }, { "score": 4.103215217590332, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement", "probability": 0.0003324206474485612 }, { "score": 3.8757426738739014, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s", "probability": 0.00026478776904976083 }, { "score": 3.8016862869262695, "text": "D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits:", "probability": 0.0002458870407813003 }, { "score": 3.741523265838623, "text": "D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits:", "probability": 0.00023152994693531766 }, { "score": 3.714000940322876, "text": "The Association agrees to provide the following additional rights and benefits", "probability": 0.00022524459486843092 }, { "score": 3.6510140895843506, "text": "The Association agrees to provide the following additional rights and benefits", "probability": 0.00021149472331659946 }, { "score": 3.327544927597046, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association", "probability": 0.00015304483035502773 }, { "score": 2.5147807598114014, "text": "The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s", "probability": 6.789529367324119e-05 }, { "score": 2.4656381607055664, "text": "D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement", "probability": 6.463939925322698e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Document Name": [ { "score": 13.987178802490234, "text": "HOSTING AGREEMENT", "probability": 0.27069721608833736 }, { "score": 13.970880508422852, "text": "HOSTING AGREEMENT", "probability": 0.26632107196993793 }, { "score": 13.491085052490234, "text": "HOSTING AGREEMENT\n\n1. 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In", "probability": 6.74435263661326e-05 }, { "score": 5.582752704620361, "text": "either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "probability": 6.454003210854644e-05 }, { "score": 5.474512577056885, "text": "and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "probability": 5.791900427578723e-05 }, { "score": 5.405557632446289, "text": ".", "probability": 5.405978760406776e-05 }, { "score": 4.976470947265625, "text": "in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "probability": 3.5198516145824923e-05 }, { "score": 4.767544269561768, "text": "in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement. In addition, either party may terminate this Agreement by giving to the other party written notice", "probability": 2.8562002457267573e-05 }, { "score": 4.731105327606201, "text": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below", "probability": 2.7539967332275677e-05 }, { "score": 4.724525451660156, "text": "shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "probability": 2.7359352626489064e-05 }, { "score": 4.677310943603516, "text": "thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement. In addition, either party may terminate this Agreement by giving to the other party written notice", "probability": 2.6097614798064025e-05 }, { "score": 4.453354835510254, "text": "one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "probability": 2.086113409389239e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Governing Law": [ { "score": 15.922606468200684, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "probability": 0.9763949455885175 }, { "text": "", "score": 12.14461612701416, "probability": 0.02232878873950351 }, { "score": 8.630289077758789, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles", "probability": 0.0006646795537565273 }, { "score": 7.116027355194092, "text": ".", "probability": 0.00014620990985759528 }, { "score": 6.5925750732421875, "text": "exclusive of its conflict of laws principles.", "probability": 8.662522422392593e-05 }, { "score": 6.4932708740234375, "text": "Agreement shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "probability": 7.843630128065005e-05 }, { "score": 6.452776908874512, "text": "This", "probability": 7.532355351524275e-05 }, { "score": 5.677768230438232, "text": "the laws of the State of California exclusive of its conflict of laws principles.", "probability": 3.4701544746298626e-05 }, { "score": 5.632055282592773, "text": "shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "probability": 3.315094607037778e-05 }, { "score": 5.430329322814941, "text": "be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "probability": 2.709489396406e-05 }, { "score": 5.01261043548584, "text": "the State of California exclusive of its conflict of laws principles.", "probability": 1.7843270033449403e-05 }, { "score": 4.991560459136963, "text": "in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "probability": 1.747159521833032e-05 }, { "score": 4.97769832611084, "text": "by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "probability": 1.723107257123176e-05 }, { "score": 4.9548869132995605, "text": "governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "probability": 1.6842456751126147e-05 }, { "score": 4.662971019744873, "text": "With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.\n\n12. Miscellaneous. This Agreement, including Exhibit A and any other exhibits hereto, constitutes the entire agreement of the parties, and supersedes any prior or contemporaneous agreements between the parties, with respect to the subject of this Agreement. Except as otherwise expressly provided herein, this Agreement may be modified only by a writing signed by an authorized representative of each party. This Agreement shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "probability": 1.257847465653572e-05 }, { "score": 4.627858638763428, "text": "conflict of laws principles.", "probability": 1.2144478371518764e-05 }, { "score": 4.489671230316162, "text": "laws of the State of California exclusive of its conflict of laws principles.", "probability": 1.0577056805817614e-05 }, { "score": 4.319519519805908, "text": "with the laws of the State of California exclusive of its conflict of laws principles.", "probability": 8.92213700557048e-06 }, { "score": 4.315827369689941, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.\n\n12. Miscellaneous. This Agreement, including Exhibit A and any other exhibits hereto, constitutes the entire agreement of the parties, and supersedes any prior or contemporaneous agreements between the parties, with respect to the subject of this Agreement. Except as otherwise expressly provided herein, this Agreement may be modified only by a writing signed by an authorized representative of each party. This Agreement shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "probability": 8.889255874779004e-06 }, { "score": 4.151729583740234, "text": "State of California exclusive of its conflict of laws principles.", "probability": 7.543947276052375e-06 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.014891624450684, "probability": 0.9699319860607307 }, { "score": 7.106443881988525, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.007161920771081959 }, { "score": 6.395916938781738, "text": "The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 0.003519261849971815 }, { "score": 6.3191657066345215, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 0.0032592595372280667 }, { "score": 6.036974906921387, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.0024579046877430118 }, { "score": 5.918546199798584, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.002183393956487706 }, { "score": 5.832021713256836, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.0020024191815753542 }, { "score": 5.704370498657227, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 0.0017624498929750586 }, { "score": 5.690287113189697, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.0017378025978251987 }, { "score": 5.651681900024414, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.0016719928312938673 }, { "score": 5.488650798797607, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.0014204661976312425 }, { "score": 4.6874589920043945, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.0006374963796982613 }, { "score": 4.302165985107422, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.00043365773381963255 }, { "score": 4.172225475311279, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.00038081552876996716 }, { "score": 3.887796401977539, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing.", "probability": 0.0002865422538235288 }, { "score": 3.82553768157959, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.0002692464921397387 }, { "score": 3.7869322299957275, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.0002590501924333702 }, { "score": 3.654526948928833, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2.", "probability": 0.0002269243166444202 }, { "score": 3.6414196491241455, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.0002239693596521272 }, { "score": 3.3857431411743164, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.00017344017847512587 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Compete": [ { "text": "", "score": 11.861047744750977, "probability": 0.9624460232696487 }, { "score": 8.379493713378906, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.02960442825936568 }, { "score": 6.58701229095459, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 0.004930510493510172 }, { "score": 5.675756454467773, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.001982159079084575 }, { "score": 3.656416177749634, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide", "probability": 0.0002631177621659071 }, { "score": 3.5186548233032227, "text": "nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.00022925624285304602 }, { "score": 3.004037380218506, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.0001370331543793606 }, { "score": 2.4519217014312744, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System,", "probability": 7.889416103853133e-05 }, { "score": 2.027587652206421, "text": "Customer", "probability": 5.1612978971122544e-05 }, { "score": 1.9683096408843994, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding", "probability": 4.864237964020407e-05 }, { "score": 1.756272315979004, "text": "Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 3.9348499228131914e-05 }, { "score": 1.7261731624603271, "text": "nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 3.8181789281324115e-05 }, { "score": 1.3534772396087646, "text": "eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "probability": 2.630246756927913e-05 }, { "score": 1.1413875818252563, "text": "Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 2.1275860090460867e-05 }, { "score": 1.090653657913208, "text": "except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 2.022337628223494e-05 }, { "score": 0.9944620132446289, "text": "Customer agrees that,", "probability": 1.8368689037163807e-05 }, { "score": 0.9846971035003662, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide", "probability": 1.8190193362020365e-05 }, { "score": 0.94947350025177, "text": "With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.", "probability": 1.7560622181937703e-05 }, { "score": 0.8149174451828003, "text": "nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 1.534980797654353e-05 }, { "score": 0.6880521774291992, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11,", "probability": 1.352091433328824e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Exclusivity": [ { "text": "", "score": 12.214176177978516, "probability": 0.980066502977777 }, { "score": 7.566230773925781, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.00939027919017251 }, { "score": 7.127038955688477, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.006052571404326982 }, { "score": 5.9569830894470215, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.0018784131307390392 }, { "score": 5.646027088165283, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 0.0013763999240078626 }, { "score": 4.843597412109375, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.0006169555274723479 }, { "score": 3.897024631500244, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide", "probability": 0.00023942115645508684 }, { "score": 2.3945670127868652, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other.", "probability": 5.329095107647157e-05 }, { "score": 2.254016637802124, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 4.6303435923491166e-05 }, { "score": 2.242121458053589, "text": "To", "probability": 4.5755911139070325e-05 }, { "score": 1.92821204662323, "text": "Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services.", "probability": 3.342859184902518e-05 }, { "score": 1.8295025825500488, "text": "either party as an agent of the other.", "probability": 3.028650134535342e-05 }, { "score": 1.7543838024139404, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 2.809476704838019e-05 }, { "score": 1.5707387924194336, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software.", "probability": 2.338134127712617e-05 }, { "score": 1.5333728790283203, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users,", "probability": 2.2523797334086045e-05 }, { "score": 1.5171096324920654, "text": "Customer", "probability": 2.2160449878277177e-05 }, { "score": 1.4760746955871582, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 2.1269502222361225e-05 }, { "score": 1.307443618774414, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide", "probability": 1.7968911922958348e-05 }, { "score": 1.2844882011413574, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding", "probability": 1.756112639566256e-05 }, { "score": 1.2770737409591675, "text": "Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services.", "probability": 1.7431401637068702e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.023357391357422, "probability": 0.998948116745539 }, { "score": 3.9181838035583496, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.00030165516682807583 }, { "score": 3.8947324752807617, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other.", "probability": 0.0002946632577013231 }, { "score": 3.7935924530029297, "text": "either party as an agent of the other.", "probability": 0.0002663185590718413 }, { "score": 2.1531286239624023, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 5.163652927444299e-05 }, { "score": 1.5942867994308472, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other", "probability": 2.9529434016019983e-05 }, { "score": 1.493146538734436, "text": "either party as an agent of the other", "probability": 2.668888718506258e-05 }, { "score": 1.3910293579101562, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or", "probability": 2.4098029836812846e-05 }, { "score": 0.6741735935211182, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other.", "probability": 1.1766709591367475e-05 }, { "score": 0.3007067143917084, "text": "either party as an agent of the other.", "probability": 8.099541410813083e-06 }, { "score": -0.0997157096862793, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers", "probability": 5.426991995003942e-06 }, { "score": -0.1469733715057373, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation", "probability": 5.1764907133941e-06 }, { "score": -0.23207402229309082, "text": "Customer", "probability": 4.75419177311518e-06 }, { "score": -0.24811363220214844, "text": "either party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation", "probability": 4.678544688304863e-06 }, { "score": -0.4322166442871094, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 3.891847907986698e-06 }, { "score": -0.6302171945571899, "text": "nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 3.192752939832921e-06 }, { "score": -0.6979166269302368, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 2.9837595603495412e-06 }, { "score": -0.7812968492507935, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other", "probability": 2.745062601873511e-06 }, { "score": -0.8797664642333984, "text": "Customer agrees that,", "probability": 2.487639491595179e-06 }, { "score": -1.0540046691894531, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 2.0898578734814646e-06 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Competitive Restriction Exception": [ { "score": 12.748163223266602, "text": "With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.", "probability": 0.537432944403767 }, { "text": "", "score": 12.012691497802734, "probability": 0.2575804947326506 }, { "score": 10.518353462219238, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.", "probability": 0.057800315640649365 }, { "score": 10.400242805480957, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.05136122856922793 }, { "score": 10.15661334991455, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.04025580126433349 }, { "score": 9.88846206665039, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.030787317663381674 }, { "score": 8.678823471069336, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 0.009184012911309731 }, { "score": 7.975730895996094, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide", "probability": 0.004546563488530069 }, { "score": 7.707580089569092, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide", "probability": 0.00347717736941772 }, { "score": 6.777763366699219, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "probability": 0.0013721846997529184 }, { "score": 6.72623872756958, "text": "With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like)", "probability": 0.0013032739243168275 }, { "score": 6.708066940307617, "text": "Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.001279804989872456 }, { "score": 6.4644365310668945, "text": "Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.0010030820451869505 }, { "score": 5.9614481925964355, "text": "Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services. Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer", "probability": 0.0006065846232968758 }, { "score": 5.608504772186279, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer", "probability": 0.0004261966355303733 }, { "score": 5.541295528411865, "text": "nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.00039849365733272 }, { "score": 5.313285827636719, "text": "With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer", "probability": 0.0003172473904326069 }, { "score": 5.297665596008301, "text": "nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.0003123304148340887 }, { "score": 5.209921836853027, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain", "probability": 0.0002860932739064515 }, { "score": 5.14776611328125, "text": "With", "probability": 0.00026885230226993866 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.154788970947266, "probability": 0.9999991919497903 }, { "score": -3.068955659866333, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 2.4457460568153097e-07 }, { "score": -3.973358154296875, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 9.899980729838484e-08 }, { "score": -4.2027130126953125, "text": "Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services.", "probability": 7.870943589523886e-08 }, { "score": -4.763564109802246, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 4.49212945356164e-08 }, { "score": -4.797515869140625, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 4.342173789239613e-08 }, { "score": -4.851330757141113, "text": "without Customer's prior consent.", "probability": 4.114676465430709e-08 }, { "score": -4.889149188995361, "text": "either party as an agent of the other.", "probability": 3.9619715833813316e-08 }, { "score": -5.088279724121094, "text": "EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2,", "probability": 3.246609564299198e-08 }, { "score": -5.429683208465576, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide", "probability": 2.3075993840748514e-08 }, { "score": -5.479366302490234, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nof such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.\n\n10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 2.1957521708276407e-08 }, { "score": -5.5297393798828125, "text": "Customer", "probability": 2.087884985795042e-08 }, { "score": -5.594753742218018, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 1.9564609879124148e-08 }, { "score": -5.796041488647461, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination. Sections 4, 5 (as to amounts accrued but unpaid), 7, 8, 10.2 and 12 and Exhibit A (as to amounts accrued but unpaid) shall survive any expiration or termination of this Agreement.\n\n11. Customer References. Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services.", "probability": 1.5997533743077135e-08 }, { "score": -5.824587345123291, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding", "probability": 1.5547326783615185e-08 }, { "score": -5.854846000671387, "text": "Upon", "probability": 1.5083931788512922e-08 }, { "score": -5.85792350769043, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 1.503758223967152e-08 }, { "score": -5.995138168334961, "text": "6.4 Without limiting the express warranties set forth in this Agreement, eGain does not warrant that the Software, the eGain System or the Hosting Services will meet Customer's requirements (except as provided in Section 6.1) or that Customer's access to and use of the Software, the eGain System or the Hosting Services will be uninterrupted or free of errors or omissions. eGain cannot and does not guarantee the privacy, security, authenticity and non-corruption of any information transmitted through, or stored in any system connected to, the Internet. eGain will use commercially reasonable efforts to adequately maintain, and upgrade as necessary, the eGain System to provide the Hosting Services to its customers.", "probability": 1.3109509588169463e-08 }, { "score": -6.012973308563232, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 1.2877772322441787e-08 }, { "score": -6.165130138397217, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System", "probability": 1.1060120814096526e-08 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.626558303833008, "probability": 0.9960322666723014 }, { "score": 5.795632839202881, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others.", "probability": 0.002923712429383781 }, { "score": 3.6611990928649902, "text": "eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "probability": 0.00034590899538073446 }, { "score": 3.66062593460083, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software,", "probability": 0.00034571079158788156 }, { "score": 2.088684320449829, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 7.178395254507647e-05 }, { "score": 1.8793959617614746, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 5.8228364014957126e-05 }, { "score": 1.6643309593200684, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others", "probability": 4.696053592309467e-05 }, { "score": 1.3065199851989746, "text": "Customer", "probability": 3.283505233976556e-05 }, { "score": 0.9558653831481934, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software", "probability": 2.312332877538727e-05 }, { "score": 0.724368691444397, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.\n\n6.3 EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2,", "probability": 1.8344784669551783e-05 }, { "score": 0.6889839172363281, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software", "probability": 1.7707008925721295e-05 }, { "score": 0.5532732009887695, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software.", "probability": 1.5459903936431592e-05 }, { "score": 0.41770291328430176, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 1.3499863060828624e-05 }, { "score": 0.2955332398414612, "text": "eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 1.1947354442553852e-05 }, { "score": 0.14575529098510742, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 1.02854669120217e-05 }, { "score": -0.14669275283813477, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer", "probability": 7.677422475263851e-06 }, { "score": -0.25183606147766113, "text": "The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.\n\n6.3 EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2,", "probability": 6.911181221784458e-06 }, { "score": -0.3411588668823242, "text": "Customer agrees not to", "probability": 6.320622888340779e-06 }, { "score": -0.4489579200744629, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that", "probability": 5.674705730643096e-06 }, { "score": -0.4548153877258301, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 5.641563484969738e-06 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Termination For Convenience": [ { "score": 12.938373565673828, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice", "probability": 0.35116459394337607 }, { "score": 12.42270278930664, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice", "probability": 0.2096803578788734 }, { "score": 12.123603820800781, "text": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement. In addition, either party may terminate this Agreement by giving to the other party written notice", "probability": 0.1554750544634944 }, { "text": "", "score": 11.78211498260498, "probability": 0.11049789368456232 }, { "score": 11.557878494262695, "text": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement. In addition, either party may terminate this Agreement by giving to the other party written notice", "probability": 0.08830175393319012 }, { "score": 10.752763748168945, "text": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "probability": 0.039474118316782186 }, { "score": 10.170339584350586, "text": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "probability": 0.022047981612247296 }, { "score": 9.49856948852539, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice\n", "probability": 0.011262188507027747 }, { "score": 8.683799743652344, "text": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement. In addition, either party may terminate this Agreement by giving to the other party written notice\n", "probability": 0.004986235519491525 }, { "score": 7.779652118682861, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nof such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.", "probability": 0.0020188612103218878 }, { "score": 7.128971576690674, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice\n", "probability": 0.0010532209636739955 }, { "score": 6.9148268699646, "text": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement. In addition, either party may terminate this Agreement by giving to the other party written notice\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nof such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.", "probability": 0.000850193206516819 }, { "score": 6.821403980255127, "text": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement", "probability": 0.0007743629843849298 }, { "score": 6.42585563659668, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nof such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.\n\n10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 0.0005213869081088135 }, { "score": 6.264146327972412, "text": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement. In addition, either party may terminate this Agreement by giving to the other party written notice\n", "probability": 0.0004435378240458438 }, { "score": 6.142979145050049, "text": "either party may terminate this Agreement by giving to the other party written notice", "probability": 0.00039292387881477783 }, { "score": 6.101932525634766, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice\n\neGAIN COMMUNICATIONS CORPORATION", "probability": 0.0003771222031120838 }, { "score": 5.763460159301758, "text": "In addition, either party may terminate this Agreement", "probability": 0.00026883475973444964 }, { "score": 5.561030387878418, "text": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement. In addition, either party may terminate this Agreement by giving to the other party written notice\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nof such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.\n\n10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 0.00021956913381393153 }, { "score": 5.415381908416748, "text": "In", "probability": 0.00018980906842713693 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.248899459838867, "probability": 0.9974914544797896 }, { "score": 6.173147201538086, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing.", "probability": 0.0022921524795386098 }, { "score": 3.329909324645996, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing", "probability": 0.00013348761814735167 }, { "score": 2.3033483028411865, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing. The indemnity obligations set forth in this Section 9 are contingent upon:", "probability": 4.782017893053501e-05 }, { "score": 0.6824724674224854, "text": "If", "probability": 9.455266315597979e-06 }, { "score": -0.028797626495361328, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing. The", "probability": 4.642726374714775e-06 }, { "score": -0.05867338180541992, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System", "probability": 4.506072894681359e-06 }, { "score": -0.5565252304077148, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System", "probability": 2.7389487270692716e-06 }, { "score": -0.764350414276123, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System,", "probability": 2.224982358131073e-06 }, { "score": -0.8570065498352051, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense,", "probability": 2.0280867300226285e-06 }, { "score": -0.9502696990966797, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing. The indemnity obligations set forth in this Section 9 are contingent upon", "probability": 1.8474932159853208e-06 }, { "score": -0.9606907367706299, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice", "probability": 1.8283403890741914e-06 }, { "score": -1.0426592826843262, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing. The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the eGain of any such claim(s); (ii) eGain having sole control of the defense or settlement of the claim; and (iii) at eGain's", "probability": 1.6844517134623387e-06 }, { "score": -1.293219804763794, "text": "These obligations do not include any claims to the extent they are based on use of the Software or eGain System in violation of this Agreement or in combination with any other software or hardware, or any modification to the Software or eGain System pursuant to Customer's specifications. If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing.", "probability": 1.3111171973473884e-06 }, { "score": -2.1316027641296387, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it", "probability": 5.669391143060167e-07 }, { "score": -2.242973566055298, "text": "eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing.", "probability": 5.071876806353505e-07 }, { "score": -2.262488603591919, "text": ".", "probability": 4.973858466614634e-07 }, { "score": -2.3253014087677, "text": "then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing.", "probability": 4.671046260128766e-07 }, { "score": -2.456679582595825, "text": "Subject to the limitations set forth in this Section 9, eGain will defend any third-party suit or action against Customer to the extent such suit or action is based on a claim that the Software or the eGain System infringes any valid United States patent, copyright, trade secret or other proprietary right, and eGain will pay those damages and costs finally awarded against Customer in any monetary settlement of such suit or action which are specifically attributable to such claim. These obligations do not include any claims to the extent they are based on use of the Software or eGain System in violation of this Agreement or in combination with any other software or hardware, or any modification to the Software or eGain System pursuant to Customer's specifications. If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing.", "probability": 4.0959755207143836e-07 }, { "score": -2.5595879554748535, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or", "probability": 3.695428585926465e-07 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Change Of Control": [ { "text": "", "score": 12.305091857910156, "probability": 0.4606157541929314 }, { "score": 11.613956451416016, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "probability": 0.23077167087848663 }, { "score": 11.565190315246582, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "probability": 0.219787824692202 }, { "score": 9.843917846679688, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party", "probability": 0.03930651099018345 }, { "score": 9.842184066772461, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party", "probability": 0.039238421194621655 }, { "score": 8.002586364746094, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "probability": 0.0062342525813901825 }, { "score": 6.615204811096191, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "probability": 0.0015568696079058118 }, { "score": 6.281313896179199, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party", "probability": 0.0011149239861178123 }, { "score": 4.928756237030029, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice", "probability": 0.0002882948809593314 }, { "score": 4.84343147277832, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party", "probability": 0.00026471640530434615 }, { "score": 4.817814826965332, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party.", "probability": 0.00025802137710132227 }, { "score": 4.302461624145508, "text": "Notwithstanding", "probability": 0.00015411348331124573 }, { "score": 4.28641414642334, "text": "Notwithstanding", "probability": 0.00015166008866899356 }, { "score": 3.279916763305664, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a", "probability": 5.5431297707964805e-05 }, { "score": 3.1927151679992676, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nof such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.\n\n10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services,", "probability": 5.0802358440708015e-05 }, { "score": 3.0833616256713867, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a", "probability": 4.5539916959775524e-05 }, { "score": 2.6998445987701416, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice", "probability": 3.10336534332952e-05 }, { "score": 2.626858949661255, "text": "either party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "probability": 2.884932400086072e-05 }, { "score": 2.4425244331359863, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation", "probability": 2.3992758235835308e-05 }, { "score": 2.3242459297180176, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation\n\nName:/s/ Title: ___________________________ _________", "probability": 2.131633203742433e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Anti-Assignment": [ { "score": 13.776838302612305, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party.", "probability": 0.24322154446675948 }, { "score": 13.644822120666504, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party.", "probability": 0.21314156122964403 }, { "score": 13.306289672851562, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "probability": 0.15193064044669444 }, { "score": 13.173446655273438, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "probability": 0.13303085399936898 }, { "score": 12.42497444152832, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.06293540434523605 }, { "score": 12.396018981933594, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "probability": 0.061139211083420616 }, { "score": 12.181358337402344, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "probability": 0.04932804426006989 }, { "text": "", "score": 12.152116775512695, "probability": 0.04790650057152867 }, { "score": 10.675341606140137, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 0.01094054964102526 }, { "score": 10.197633743286133, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party", "probability": 0.006785365592440456 }, { "score": 10.185444831848145, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party", "probability": 0.006703161379844542 }, { "score": 9.350321769714355, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System,", "probability": 0.0029079727842853745 }, { "score": 9.28736400604248, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party", "probability": 0.002730537392908176 }, { "score": 9.270085334777832, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party", "probability": 0.002683762601761834 }, { "score": 9.193355560302734, "text": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party", "probability": 0.0024855401281044585 }, { "score": 8.794447898864746, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party", "probability": 0.0016679283207911234 }, { "score": 6.376089096069336, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the", "probability": 0.00014855849791871895 }, { "score": 6.118610382080078, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System", "probability": 0.00011483543368615918 }, { "score": 6.103381156921387, "text": "Neither", "probability": 0.00011309982851599604 }, { "score": 5.816914081573486, "text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding", "probability": 8.492799599543337e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 11.953146934509277, "probability": 0.9716985981484199 }, { "score": 8.203008651733398, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law.", "probability": 0.02284900083816209 }, { "score": 5.365661144256592, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.0013385137838556175 }, { "score": 5.3075995445251465, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.0012630106582651088 }, { "score": 5.133782386779785, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.001061498006796019 }, { "score": 4.413638114929199, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.0005166120115572987 }, { "score": 3.9017271995544434, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.00030963098460833733 }, { "score": 3.6698484420776367, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.00024555045825325027 }, { "score": 3.3218183517456055, "text": "CUSTOMER AGREES TO PAY FOR HOSTING SERVICES ON OR BEFORE THE FIRST DAY OF THE MONTH IN WHICH THE HOSTING SERVICES ARE PROVIDED, except that, with respect to Additional Fees (as defined in Exhibit A), eGain will invoice Customer for such Fees in the month after the month in which such fees accrue as provided in Exhibit A. All amounts payable hereunder are exclusive of any and all taxes, and Customer is responsible for payment of such taxes (excluding taxes based on eGain's net income). All prices are stated, and Customer shall pay, in United States dollars. Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law.", "probability": 0.00017337768555593066 }, { "score": 3.0497825145721436, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.", "probability": 0.00013208379492399072 }, { "score": 3.0374295711517334, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.\n\n6. Limited Warranties; Disclaimer of Warranties.\n\n\n\n\n\n6.1 eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2.", "probability": 0.00013046220758733813 }, { "score": 2.2327868938446045, "text": "Payment", "probability": 5.834892355453272e-05 }, { "score": 1.9990975856781006, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 4.618945855814539e-05 }, { "score": 1.9410357475280762, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 4.358398490419755e-05 }, { "score": 1.767218828201294, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 3.66301929691203e-05 }, { "score": 1.3960018157958984, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service", "probability": 2.5270958029978926e-05 }, { "score": 1.278663158416748, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service", "probability": 2.24730581247075e-05 }, { "score": 1.2558646202087402, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At", "probability": 2.1966501565956495e-05 }, { "score": 1.0253865718841553, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows", "probability": 1.744478218105268e-05 }, { "score": 0.44397854804992676, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service", "probability": 9.753562127407034e-06 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.93968391418457, "probability": 0.5386044449307126 }, { "score": 10.532258987426758, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law.", "probability": 0.13183570738237896 }, { "score": 10.26070499420166, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.10048440216440008 }, { "score": 10.0974702835083, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.08535062759587163 }, { "score": 9.810410499572754, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.06405281763031709 }, { "score": 8.394553184509277, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.", "probability": 0.015546735850159078 }, { "score": 8.292450904846191, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.014037726057364227 }, { "score": 8.213123321533203, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.01296717080082176 }, { "score": 8.005391120910645, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.010534848218739904 }, { "score": 7.598767280578613, "text": "CUSTOMER AGREES TO PAY FOR HOSTING SERVICES ON OR BEFORE THE FIRST DAY OF THE MONTH IN WHICH THE HOSTING SERVICES ARE PROVIDED, except that, with respect to Additional Fees (as defined in Exhibit A), eGain will invoice Customer for such Fees in the month after the month in which such fees accrue as provided in Exhibit A. All amounts payable hereunder are exclusive of any and all taxes, and Customer is responsible for payment of such taxes (excluding taxes based on eGain's net income). All prices are stated, and Customer shall pay, in United States dollars. Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law.", "probability": 0.0070150988135106816 }, { "score": 7.3223042488098145, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.\n\n6. Limited Warranties; Disclaimer of Warranties.\n\n\n\n\n\n6.1 eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2.", "probability": 0.005320683474318309 }, { "score": 6.776508808135986, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service", "probability": 0.003082701512656012 }, { "score": 6.476266860961914, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.002283168976384942 }, { "score": 6.314004421234131, "text": "At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.", "probability": 0.001941191461831631 }, { "score": 6.3130316734313965, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.0019393040902195673 }, { "score": 6.02597188949585, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.0014553834543399459 }, { "score": 6.011462211608887, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows", "probability": 0.0014344187724142279 }, { "score": 5.461061000823975, "text": "CUSTOMER AGREES TO PAY FOR HOSTING SERVICES ON OR BEFORE THE FIRST DAY OF THE MONTH IN WHICH THE HOSTING SERVICES ARE PROVIDED, except that, with respect to Additional Fees (as defined in Exhibit A), eGain will invoice Customer for such Fees in the month after the month in which such fees accrue as provided in Exhibit A. All amounts payable hereunder are exclusive of any and all taxes, and Customer is responsible for payment of such taxes (excluding taxes based on eGain's net income). All prices are stated, and Customer shall pay, in United States dollars. Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.", "probability": 0.0008272556682639955 }, { "score": 5.241755485534668, "text": "At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.\n\n6. Limited Warranties; Disclaimer of Warranties.\n\n\n\n\n\n6.1 eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2.", "probability": 0.000664349444861101 }, { "score": 5.17582893371582, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service", "probability": 0.0006219637004344268 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.225007057189941, "probability": 0.9949820713430355 }, { "score": 6.331132888793945, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law.", "probability": 0.0027424468966153128 }, { "score": 4.458162307739258, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.00042142222792208395 }, { "score": 4.3758392333984375, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.00038811906978578715 }, { "score": 4.090175628662109, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.00029167745007735 }, { "score": 4.053940773010254, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.00028129774892043344 }, { "score": 3.988654851913452, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.0002635196114458051 }, { "score": 3.6859540939331055, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.0001946935986793284 }, { "score": 3.086183547973633, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.00010687463243126276 }, { "score": 2.5414786338806152, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 6.198866674609578e-05 }, { "score": 2.221809148788452, "text": "CUSTOMER AGREES TO PAY FOR HOSTING SERVICES ON OR BEFORE THE FIRST DAY OF THE MONTH IN WHICH THE HOSTING SERVICES ARE PROVIDED, except that, with respect to Additional Fees (as defined in Exhibit A), eGain will invoice Customer for such Fees in the month after the month in which such fees accrue as provided in Exhibit A. All amounts payable hereunder are exclusive of any and all taxes, and Customer is responsible for payment of such taxes (excluding taxes based on eGain's net income). All prices are stated, and Customer shall pay, in United States dollars. Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law.", "probability": 4.5027890597115384e-05 }, { "score": 2.173492193222046, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 4.2904003071032064e-05 }, { "score": 2.0719714164733887, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 3.876215393322228e-05 }, { "score": 2.0224478244781494, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.\n\n6. Limited Warranties; Disclaimer of Warranties.\n\n\n\n\n\n6.1 eGain warrants and represents to Customer that", "probability": 3.688927153694268e-05 }, { "score": 1.5842804908752441, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.", "probability": 2.3801614890390718e-05 }, { "score": 1.4646461009979248, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service", "probability": 2.1117858164625155e-05 }, { "score": 1.3870234489440918, "text": "Payment", "probability": 1.9540639796328976e-05 }, { "score": 1.060424566268921, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service", "probability": 1.4096090737834466e-05 }, { "score": 1.001249074935913, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.\n\nFor the purposes of this Agreement, \"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer. For purposes of this Agreement, \"Normal Business Hours\" shall mean between the hours of 6:00 a.m to 6:00 p.m. Pacific time, Monday through Friday excluding national holidays.", "probability": 1.3286148348724885e-05 }, { "score": 0.7623802423477173, "text": "CUSTOMER AGREES TO PAY FOR HOSTING SERVICES ON OR BEFORE THE FIRST DAY OF THE MONTH IN WHICH THE HOSTING SERVICES ARE PROVIDED, except that, with respect to Additional Fees (as defined in Exhibit A), eGain will invoice Customer for such Fees in the month after the month in which such fees accrue as provided in Exhibit A.", "probability": 1.0463083264744454e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.113115310668945, "probability": 0.8636382091062952 }, { "score": 9.850720405578613, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law.", "probability": 0.08990549261547552 }, { "score": 7.835282325744629, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.011980986761790914 }, { "score": 7.610952377319336, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.009573424785778386 }, { "score": 7.357261657714844, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.007428324203645313 }, { "score": 6.830914497375488, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.004388349237008113 }, { "score": 6.777243614196777, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.004159031543701425 }, { "score": 6.552913665771484, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.003323280165226863 }, { "score": 5.431643962860107, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service", "probability": 0.0010829432802486232 }, { "score": 5.074730396270752, "text": "CUSTOMER AGREES TO PAY FOR HOSTING SERVICES ON OR BEFORE THE FIRST DAY OF THE MONTH IN WHICH THE HOSTING SERVICES ARE PROVIDED, except that, with respect to Additional Fees (as defined in Exhibit A), eGain will invoice Customer for such Fees in the month after the month in which such fees accrue as provided in Exhibit A. All amounts payable hereunder are exclusive of any and all taxes, and Customer is responsible for payment of such taxes (excluding taxes based on eGain's net income). All prices are stated, and Customer shall pay, in United States dollars. Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law.", "probability": 0.0007578794273973828 }, { "score": 4.964590072631836, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.\n\n6. Limited Warranties; Disclaimer of Warranties.\n\n\n\n\n\n6.1 eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2.", "probability": 0.0006788389976594446 }, { "score": 4.770316123962402, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.0005589779539042758 }, { "score": 4.669565200805664, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.", "probability": 0.0005054045060718066 }, { "score": 4.545985698699951, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.00044665192886808304 }, { "score": 4.373605251312256, "text": "For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service", "probability": 0.00037592857350927087 }, { "score": 4.292294979095459, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.0003465714107603844 }, { "score": 3.970776081085205, "text": "With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.", "probability": 0.00025128053668839375 }, { "score": 3.9138073921203613, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service", "probability": 0.00023736553674740668 }, { "score": 3.742542266845703, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 0.00020000376208713429 }, { "score": 3.525956153869629, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows", "probability": 0.00016105566713572528 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.087687492370605, "probability": 0.7054067121454747 }, { "score": 10.708711624145508, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors.", "probability": 0.17764704080901936 }, { "score": 9.235427856445312, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors.", "probability": 0.04071167462773048 }, { "score": 9.127434730529785, "text": "eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence.", "probability": 0.03654417384962225 }, { "score": 9.078336715698242, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors. eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence.", "probability": 0.03479326231715374 }, { "score": 6.132879734039307, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors", "probability": 0.001829361090100597 }, { "score": 5.945713043212891, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.\n\n4. Proprietary Rights. Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors.", "probability": 0.001517099190175247 }, { "score": 4.458841323852539, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors", "probability": 0.00034298394675107846 }, { "score": 4.153841972351074, "text": "Except", "probability": 0.0002528216481457286 }, { "score": 4.004499912261963, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.\n\n4. Proprietary Rights. Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors.", "probability": 0.00021774882769649072 }, { "score": 3.501636266708374, "text": "eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence", "probability": 0.00013169367561524718 }, { "score": 3.452538251876831, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors. eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence", "probability": 0.00012538394273315368 }, { "score": 2.9662909507751465, "text": "eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence. Notwithstanding the foregoing, eGain may access and disclose the Online Messages solely as necessary to provide the Hosting Services, to operate and maintain its systems, to comply with applicable laws and government orders and requests, and to protect itself and its customers.", "probability": 7.710231225974029e-05 }, { "score": 2.962790012359619, "text": "Except", "probability": 7.683285376683845e-05 }, { "score": 2.9171929359436035, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors. eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence. Notwithstanding the foregoing, eGain may access and disclose the Online Messages solely as necessary to provide the Hosting Services, to operate and maintain its systems, to comply with applicable laws and government orders and requests, and to protect itself and its customers.", "probability": 7.34081713476736e-05 }, { "score": 2.6519157886505127, "text": "e", "probability": 5.630357928763517e-05 }, { "score": 2.6127519607543945, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.\n\n4. Proprietary Rights. Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors.", "probability": 5.414113675223189e-05 }, { "score": 2.6028177738189697, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors. e", "probability": 5.360595129638167e-05 }, { "score": 2.5940213203430176, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors. eGain acknowledges and agrees that the Online Messages are the property of Customer and that", "probability": 5.3136476921745424e-05 }, { "score": 2.1910691261291504, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors. eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain", "probability": 3.551344814995624e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.054861068725586, "probability": 0.9896057450368766 }, { "score": 7.030503273010254, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other.", "probability": 0.006507457524857618 }, { "score": 5.798853874206543, "text": "either party as an agent of the other.", "probability": 0.0018989468289825455 }, { "score": 4.808373928070068, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other", "probability": 0.0007052658082988755 }, { "score": 4.38596773147583, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or", "probability": 0.0004622789830312269 }, { "score": 3.6968326568603516, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers", "probability": 0.00023206871045947948 }, { "score": 3.5767250061035156, "text": "either party as an agent of the other", "probability": 0.0002058043258451282 }, { "score": 3.310668706893921, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other.", "probability": 0.0001577276077470566 }, { "score": 2.380960702896118, "text": "either party as an agent of the other.", "probability": 6.22501870168636e-05 }, { "score": 1.9300007820129395, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other", "probability": 3.96543883346227e-05 }, { "score": 1.4327161312103271, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors.", "probability": 2.4116999564146613e-05 }, { "score": 1.4148523807525635, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation", "probability": 2.3690004721725935e-05 }, { "score": 1.0002927780151367, "text": "either party as an agent of the other", "probability": 1.565035522397735e-05 }, { "score": 0.8666698932647705, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or", "probability": 1.3692807979557675e-05 }, { "score": 0.8240357637405396, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers", "probability": 1.3121296542518551e-05 }, { "score": 0.44945192337036133, "text": "Nothing", "probability": 9.02188019869773e-06 }, { "score": 0.18320345878601074, "text": "either party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation", "probability": 6.913004137805277e-06 }, { "score": 0.1618638038635254, "text": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors. eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence.", "probability": 6.767045903048518e-06 }, { "score": -0.10541343688964844, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither", "probability": 5.1799085405006035e-06 }, { "score": -0.21391534805297852, "text": "eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other.", "probability": 4.647295737869635e-06 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__License Grant": [ { "text": "", "score": 11.693921089172363, "probability": 0.28275000490389424 }, { "score": 11.507155418395996, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "probability": 0.23458018308274112 }, { "score": 11.401567459106445, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "probability": 0.2110741518428979 }, { "score": 11.364889144897461, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.20347256662686886 }, { "score": 9.298324584960938, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.025763702670823906 }, { "score": 8.822615623474121, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain", "probability": 0.016010706691119692 }, { "score": 8.234070777893066, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain", "probability": 0.008888095712926916 }, { "score": 8.061803817749023, "text": "Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services. Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "probability": 0.007481593925398908 }, { "score": 7.89235782623291, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.", "probability": 0.006315455413791251 }, { "score": 6.03071928024292, "text": "The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.0009815339493725998 }, { "score": 5.814918518066406, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.", "probability": 0.0007910141372329582 }, { "score": 5.377264022827148, "text": "Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services. Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain", "probability": 0.0005106382148204479 }, { "score": 5.109155654907227, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.00039054881858822943 }, { "score": 4.399203300476074, "text": "With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.", "probability": 0.00019202020917828555 }, { "score": 4.390576362609863, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software.", "probability": 0.00019037078772256153 }, { "score": 4.1385979652404785, "text": "To", "probability": 0.00014796788950053496 }, { "score": 4.119539260864258, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services", "probability": 0.0001451745168229403 }, { "score": 3.964155435562134, "text": "The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.00012428194787892762 }, { "score": 3.823850393295288, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.00010801258147141225 }, { "score": 3.548030138015747, "text": "Customer", "probability": 8.197607694827614e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Transferable License": [ { "score": 13.442898750305176, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.4729493344339264 }, { "score": 12.90075969696045, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.2750214828440368 }, { "text": "", "score": 11.987271308898926, "probability": 0.11031730739764738 }, { "score": 11.558037757873535, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.07181743507805853 }, { "score": 11.364701271057129, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 0.05919225988433088 }, { "score": 8.417911529541016, "text": "eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.0031080671774216203 }, { "score": 8.187868118286133, "text": "eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.002469356611103097 }, { "score": 7.822646141052246, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System,", "probability": 0.0017138386138694566 }, { "score": 7.185072898864746, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.0009058898270351651 }, { "score": 6.651808738708496, "text": "eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 0.0005314736047690516 }, { "score": 6.435213088989258, "text": "nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.0004279720480091241 }, { "score": 5.904645919799805, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.\n\n4. Proprietary Rights. Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors.", "probability": 0.00025176364125981425 }, { "score": 5.759264945983887, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services", "probability": 0.0002176982091665303 }, { "score": 5.613739013671875, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service", "probability": 0.00018821478982464565 }, { "score": 5.569246292114258, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide", "probability": 0.00018002416433476185 }, { "score": 5.545467376708984, "text": "The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.000175793880073924 }, { "score": 5.508788585662842, "text": "eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.0001694627911922886 }, { "score": 5.485349655151367, "text": "To", "probability": 0.0001655369530597462 }, { "score": 5.029892921447754, "text": "Customer", "probability": 0.00010497662617480436 }, { "score": 4.899154186248779, "text": "nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 9.211142470573361e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.165714263916016, "probability": 0.37799907960352974 }, { "score": 11.863689422607422, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.2794621657519706 }, { "score": 11.331377029418945, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "probability": 0.16411288696920184 }, { "score": 10.849263191223145, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "probability": 0.10133589459350158 }, { "score": 10.002829551696777, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.04346721816052475 }, { "score": 8.678747177124023, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain", "probability": 0.011564322059100402 }, { "score": 8.480589866638184, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.", "probability": 0.009485528898729872 }, { "score": 8.079093933105469, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain", "probability": 0.006348835624654229 }, { "score": 7.15613317489624, "text": "Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services. Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "probability": 0.0025226518551353834 }, { "score": 6.203627109527588, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.0009731710714659862 }, { "score": 5.843843460083008, "text": "With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.", "probability": 0.000679105326701132 }, { "score": 5.6879072189331055, "text": "The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.0005810518495058199 }, { "score": 5.502252578735352, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer", "probability": 0.0004825986493569279 }, { "score": 4.694681167602539, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services", "probability": 0.0002152099241954099 }, { "score": 4.385964393615723, "text": "Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services. Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain", "probability": 0.00015804774475726253 }, { "score": 4.342766761779785, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.00015136581721679018 }, { "score": 4.255463600158691, "text": "To", "probability": 0.00013871151932044244 }, { "score": 4.139497756958008, "text": "Customer agrees that it shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, software and other materials (\"Customer Equipment\") at Customer's location necessary for accessing the Software and the eGain System through the Internet. Customer agrees to notify eGain of any changes in the Customer Equipment, including any system configuration changes or any hardware or software upgrades, which may affect the Hosting Services provided hereunder. The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.00012352339023239797 }, { "score": 4.007557392120361, "text": "eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence.", "probability": 0.00010825506632780067 }, { "score": 3.827047348022461, "text": "The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 9.037612457158799e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.102453231811523, "probability": 0.764849295374997 }, { "score": 10.676152229309082, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.1837135612687565 }, { "score": 8.699074745178223, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.025439429891015997 }, { "score": 8.53494644165039, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.021588743071580804 }, { "score": 6.3691229820251465, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.0024752677330092533 }, { "score": 4.945052146911621, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "probability": 0.0005958762486377192 }, { "score": 4.398818492889404, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.0003450879648010658 }, { "score": 3.5043420791625977, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.00014107941252648734 }, { "score": 3.4689524173736572, "text": "The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.000136173972724773 }, { "score": 3.4344990253448486, "text": "To", "probability": 0.0001315622189234047 }, { "score": 3.4232118129730225, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services", "probability": 0.0001300855973657732 }, { "score": 3.285625457763672, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.0001133642765256354 }, { "score": 2.8902692794799805, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain", "probability": 7.634405332213555e-05 }, { "score": 2.773266077041626, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.\n\n4. Proprietary Rights. Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors.", "probability": 6.791432192967212e-05 }, { "score": 2.333796739578247, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software.", "probability": 4.376251380172544e-05 }, { "score": 2.28641676902771, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau", "probability": 4.1737400908544776e-05 }, { "score": 2.2106237411499023, "text": "Customer agrees that it shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, software and other materials (\"Customer Equipment\") at Customer's location necessary for accessing the Software and the eGain System through the Internet. Customer agrees to notify eGain of any changes in the Customer Equipment, including any system configuration changes or any hardware or software upgrades, which may affect the Hosting Services provided hereunder. The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 3.86909066921203e-05 }, { "score": 1.8080124855041504, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software.", "probability": 2.586765502665729e-05 }, { "score": 1.7773079872131348, "text": "To", "probability": 2.5085471385627043e-05 }, { "score": 1.6029000282287598, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer", "probability": 2.1070646068633582e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.842344284057617, "probability": 0.7261676849862034 }, { "score": 9.995136260986328, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.11449978395529277 }, { "score": 9.563777923583984, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 0.07438204623979051 }, { "score": 9.159090042114258, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "probability": 0.049626586946513916 }, { "score": 7.88189697265625, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.013836826818877806 }, { "score": 7.432453155517578, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 0.008827658736208246 }, { "score": 6.617952823638916, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 0.003909421850694481 }, { "score": 6.606450080871582, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain", "probability": 0.003864710421800803 }, { "score": 5.792940139770508, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "probability": 0.0017132237248393114 }, { "score": 5.060836315155029, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.", "probability": 0.0008238827855872622 }, { "score": 4.878293991088867, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide", "probability": 0.0006864174327565577 }, { "score": 4.843647003173828, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.\n\n4. Proprietary Rights. Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors.", "probability": 0.0006630424115589745 }, { "score": 4.088334083557129, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 0.00031153946938354684 }, { "score": 3.270078659057617, "text": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain", "probability": 0.00013745142929243748 }, { "score": 3.153817892074585, "text": "To", "probability": 0.0001223651792323812 }, { "score": 3.0509145259857178, "text": "To", "probability": 0.00011039959662979585 }, { "score": 2.8413751125335693, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding", "probability": 8.952940033208176e-05 }, { "score": 2.7829861640930176, "text": "The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 8.445156022598315e-05 }, { "score": 2.683609962463379, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 7.646261408440456e-05 }, { "score": 2.544227123260498, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software.", "probability": 6.651444069498476e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.13956069946289, "probability": 0.9999072704487602 }, { "score": 2.5577967166900635, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 6.89687733034098e-05 }, { "score": 0.5539414882659912, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 9.2979933951503e-06 }, { "score": -0.5208368301391602, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 3.1740878334354605e-06 }, { "score": -0.6598511934280396, "text": "The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 2.7621405237366746e-06 }, { "score": -1.0446213483810425, "text": "The eGain System is only to be used for lawful purposes.", "probability": 1.8799323201421384e-06 }, { "score": -1.3807789087295532, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 1.3432314166599095e-06 }, { "score": -1.741493582725525, "text": "Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 9.364712489763485e-07 }, { "score": -1.7644315958023071, "text": "Customer agrees that it shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, software and other materials (\"Customer Equipment\") at Customer's location necessary for accessing the Software and the eGain System through the Internet. Customer agrees to notify eGain of any changes in the Customer Equipment, including any system configuration changes or any hardware or software upgrades, which may affect the Hosting Services provided hereunder. The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 9.152349495971328e-07 }, { "score": -2.1052894592285156, "text": "To", "probability": 6.508784710742448e-07 }, { "score": -2.4364781379699707, "text": "eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 4.6737609009054147e-07 }, { "score": -2.6637065410614014, "text": "The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 3.723766576450713e-07 }, { "score": -2.6914825439453125, "text": "eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\").", "probability": 3.6217584722233736e-07 }, { "score": -2.9067790508270264, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nof such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.\n\n10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 2.9202322968085255e-07 }, { "score": -2.9842164516448975, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System", "probability": 2.7026310621813267e-07 }, { "score": -3.048578977584839, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 2.534162581994772e-07 }, { "score": -3.114621162414551, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software.", "probability": 2.3722077348481381e-07 }, { "score": -3.3612701892852783, "text": "Customer agrees to notify eGain of any changes in the Customer Equipment, including any system configuration changes or any hardware or software upgrades, which may affect the Hosting Services provided hereunder. The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 1.8536784723772027e-07 }, { "score": -3.384634256362915, "text": "Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services", "probability": 1.81087102948335e-07 }, { "score": -3.393432378768921, "text": "3. Customer's Responsibilities. Customer agrees that it shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, software and other materials (\"Customer Equipment\") at Customer's location necessary for accessing the Software and the eGain System through the Internet. Customer agrees to notify eGain of any changes in the Customer Equipment, including any system configuration changes or any hardware or software upgrades, which may affect the Hosting Services provided hereunder. The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "probability": 1.795008646419824e-07 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.302278518676758, "probability": 0.9999220771506292 }, { "score": 2.549593448638916, "text": "of such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.", "probability": 5.813381812283324e-05 }, { "score": 0.24425196647644043, "text": "Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software.", "probability": 5.797379933458163e-06 }, { "score": -0.7286256551742554, "text": "Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 2.1913733729832183e-06 }, { "score": -1.0147266387939453, "text": "of such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.\n\n10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement).", "probability": 1.6461306520783457e-06 }, { "score": -1.0836025476455688, "text": "Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 1.5365683191765123e-06 }, { "score": -1.0930824279785156, "text": "of such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party", "probability": 1.5220706619879004e-06 }, { "score": -1.4757401943206787, "text": "of such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.\n\n10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 1.0381226306857615e-06 }, { "score": -1.6129951477050781, "text": "Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 9.049812675799894e-07 }, { "score": -1.682105541229248, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.", "probability": 8.445499240146048e-07 }, { "score": -1.853592872619629, "text": "giving to the other party written notice\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nof such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.", "probability": 7.11458095473974e-07 }, { "score": -2.0370824337005615, "text": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "probability": 5.921896620643616e-07 }, { "score": -2.1842997074127197, "text": "of", "probability": 5.11122703155906e-07 }, { "score": -2.222113609313965, "text": "eGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nof such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.", "probability": 4.921560214896032e-07 }, { "score": -2.23929762840271, "text": "of such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.\n\n10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4.", "probability": 4.837710530827185e-07 }, { "score": -2.385862350463867, "text": "Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide", "probability": 4.178184641589121e-07 }, { "score": -2.6712324619293213, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 3.140891712468669e-07 }, { "score": -2.705561399459839, "text": "of such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.\n\n10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination.", "probability": 3.03489797237408e-07 }, { "score": -2.791281223297119, "text": "Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software", "probability": 2.785585217047056e-07 }, { "score": -3.1067137718200684, "text": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software.", "probability": 2.032009966699443e-07 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.366106033325195, "probability": 0.4292327060958956 }, { "score": 11.359403610229492, "text": "Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination.", "probability": 0.15685107483101898 }, { "score": 11.190956115722656, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination.", "probability": 0.1325353354760566 }, { "score": 11.091299057006836, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 0.11996406432735665 }, { "score": 10.81321907043457, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 0.09084113824917739 }, { "score": 9.395403861999512, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement).", "probability": 0.022005601596860283 }, { "score": 8.791762351989746, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System", "probability": 0.01203303192987207 }, { "score": 8.200498580932617, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement).", "probability": 0.006661813587519169 }, { "score": 8.160004615783691, "text": "Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination.", "probability": 0.006397439247837933 }, { "score": 8.116034507751465, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System", "probability": 0.006122237808912013 }, { "score": 7.790663719177246, "text": "Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination", "probability": 0.0044218444090524155 }, { "score": 7.622215747833252, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination", "probability": 0.0037363489753411486 }, { "score": 7.16450309753418, "text": "Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement).", "probability": 0.0023640973396532906 }, { "score": 6.9874091148376465, "text": "Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination. Sections 4, 5 (as to amounts accrued but unpaid), 7, 8, 10.2 and 12 and Exhibit A (as to amounts accrued but unpaid) shall survive any expiration or termination of this Agreement.\n\n11. Customer References. Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services.", "probability": 0.0019804068270857845 }, { "score": 6.818961143493652, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination. Sections 4, 5 (as to amounts accrued but unpaid), 7, 8, 10.2 and 12 and Exhibit A (as to amounts accrued but unpaid) shall survive any expiration or termination of this Agreement.\n\n11. Customer References. Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services.", "probability": 0.0016733947047056475 }, { "score": 6.371615409851074, "text": "Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination. Sections 4, 5 (as to amounts accrued but unpaid), 7, 8, 10.2 and 12 and Exhibit A (as to amounts accrued but unpaid) shall survive any expiration or termination of this Agreement.\n\n11. Customer References. Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services", "probability": 0.0010698394460978721 }, { "score": 6.20316743850708, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination. Sections 4, 5 (as to amounts accrued but unpaid), 7, 8, 10.2 and 12 and Exhibit A (as to amounts accrued but unpaid) shall survive any expiration or termination of this Agreement.\n\n11. Customer References. Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services", "probability": 0.0009039878268950514 }, { "score": 5.702329635620117, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services", "probability": 0.0005478371611427511 }, { "score": 5.209409713745117, "text": "Upon any termination of this Agreement, each party shall return to the other party all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement.", "probability": 0.00033464095124284104 }, { "score": 5.174496650695801, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services,", "probability": 0.0003231592082766358 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Audit Rights": [ { "text": "", "score": 12.268678665161133, "probability": 0.9497025609636414 }, { "score": 9.12887191772461, "text": "During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain.", "probability": 0.04111372857893212 }, { "score": 7.3529953956604, "text": "Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain.", "probability": 0.006961991526959111 }, { "score": 5.495174407958984, "text": "Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services.", "probability": 0.001086155703524481 }, { "score": 4.439497947692871, "text": "During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain.", "probability": 0.00037793544603941176 }, { "score": 3.890195846557617, "text": "Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services", "probability": 0.00021820201373949245 }, { "score": 3.579192638397217, "text": "During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain. Customer shall be responsible for maintaining the confidentiality of such passwords and shall permit only authorized employees of Customer to access the eGain System.", "probability": 0.00015987913029083943 }, { "score": 3.396338939666748, "text": "Notwithstanding the foregoing, eGain may access and disclose the Online Messages solely as necessary to provide the Hosting Services, to operate and maintain its systems, to comply with applicable laws and government orders and requests, and to protect itself and its customers.", "probability": 0.00013316172877809424 }, { "score": 2.9097540378570557, "text": "During", "probability": 8.185746421800208e-05 }, { "score": 2.4701783657073975, "text": "During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain", "probability": 5.274156326056891e-05 }, { "score": 1.8033156394958496, "text": "Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain. Customer shall be responsible for maintaining the confidentiality of such passwords and shall permit only authorized employees of Customer to access the eGain System.", "probability": 2.7073112999932833e-05 }, { "score": 1.297701358795166, "text": "Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain.", "probability": 1.6328741127703685e-05 }, { "score": 1.1338770389556885, "text": "Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During", "probability": 1.3861323705167206e-05 }, { "score": 0.9195079803466797, "text": "During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain. Customer", "probability": 1.1186787965299803e-05 }, { "score": 0.6943013668060303, "text": "Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain", "probability": 8.930986172798196e-06 }, { "score": 0.6698875427246094, "text": "During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain. Customer shall be responsible for maintaining the confidentiality of such passwords and shall permit only authorized employees of Customer to access the eGain System", "probability": 8.715586708507988e-06 }, { "score": 0.5399551391601562, "text": "Customer", "probability": 7.653634207438844e-06 }, { "score": 0.3392667770385742, "text": "During the term of this Agreement, Customer may", "probability": 6.261953722759863e-06 }, { "score": 0.2807426452636719, "text": "During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System", "probability": 5.905995969811801e-06 }, { "score": 0.2742471694946289, "text": "During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by", "probability": 5.867758037321741e-06 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Uncapped Liability": [ { "score": 14.388519287109375, "text": "eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "probability": 0.3258105426311183 }, { "score": 13.578794479370117, "text": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "probability": 0.1449793396529707 }, { "score": 13.474300384521484, "text": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.1305945064821399 }, { "score": 13.260675430297852, "text": "eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "probability": 0.10547481436775019 }, { "score": 12.989173889160156, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "probability": 0.08039650112616693 }, { "score": 12.827995300292969, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 0.06842868226131828 }, { "score": 12.636392593383789, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "probability": 0.05649710292253162 }, { "text": "", "score": 12.354472160339355, "probability": 0.042617668810083095 }, { "score": 11.583863258361816, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.019720526076153218 }, { "score": 11.008742332458496, "text": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.011095494224695652 }, { "score": 9.698577880859375, "text": "THE FOREGOING STATES eGAIN'S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.", "probability": 0.002993294584764203 }, { "score": 9.36855697631836, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1", "probability": 0.002151905533072576 }, { "score": 9.050838470458984, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.0015661732728227639 }, { "score": 9.015775680541992, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1", "probability": 0.0015122104404864042 }, { "score": 8.951868057250977, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software", "probability": 0.0014185919923258967 }, { "score": 8.789227485656738, "text": "The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the eGain of any such claim(s); (ii) eGain having sole control of the defense or settlement of the claim; and (iii) at eGain's request and expense, Customer cooperating in the investigation and defense of such claim(s). THE FOREGOING STATES eGAIN'S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.", "probability": 0.0012056565259692877 }, { "score": 8.750823020935059, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.001160231772084833 }, { "score": 8.5499267578125, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 0.0009490664379542701 }, { "score": 8.42602825164795, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.\n\n6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\").", "probability": 0.0008384712542923149 }, { "score": 8.073246955871582, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.\n\n6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\").", "probability": 0.0005892196312995894 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Cap On Liability": [ { "score": 13.997331619262695, "text": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.28171019769793215 }, { "score": 13.684554100036621, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 0.2060463936984774 }, { "score": 13.296348571777344, "text": "eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "probability": 0.13975569007442432 }, { "score": 12.808137893676758, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "probability": 0.08577135982546835 }, { "score": 12.539190292358398, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "probability": 0.0655450405221386 }, { "score": 12.343114852905273, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 0.053874760795876275 }, { "text": "", "score": 12.243621826171875, "probability": 0.048772619603370225 }, { "score": 11.73463249206543, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.02931735752425599 }, { "score": 11.65665054321289, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.\n\n6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.027118002296835572 }, { "score": 11.387702941894531, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.\n\n6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.02072312439772875 }, { "score": 10.938566207885742, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.013225059323071532 }, { "score": 10.819247245788574, "text": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.011737566396634121 }, { "score": 9.758549690246582, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software", "probability": 0.004063712423228734 }, { "score": 9.097867965698242, "text": "eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.002098903826831006 }, { "score": 9.017281532287598, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1", "probability": 0.0019363965313864107 }, { "score": 9.012941360473633, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.\n\n6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\").", "probability": 0.0019280104494226247 }, { "score": 8.898260116577148, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.0017191111295528341 }, { "score": 8.873373031616211, "text": "THE FOREGOING STATES eGAIN'S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.", "probability": 0.001676855456041035 }, { "score": 8.761968612670898, "text": "The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the eGain of any such claim(s); (ii) eGain having sole control of the defense or settlement of the claim; and (iii) at eGain's request and expense, Customer cooperating in the investigation and defense of such claim(s). THE FOREGOING STATES eGAIN'S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.", "probability": 0.0015000761420641436 }, { "score": 8.748333930969238, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1", "probability": 0.0014797618852600237 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Liquidated Damages": [ { "score": 13.074877738952637, "text": "eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "probability": 0.6568522636549622 }, { "text": "", "score": 12.21542739868164, "probability": 0.2781077943141413 }, { "score": 9.133913040161133, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.012762286177021319 }, { "score": 8.835227012634277, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "probability": 0.00946696530040927 }, { "score": 8.79549503326416, "text": "eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "probability": 0.009098198459581049 }, { "score": 8.782233238220215, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "probability": 0.008978336565003497 }, { "score": 8.635621070861816, "text": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "probability": 0.007753950535826812 }, { "score": 8.41311264038086, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 0.006207101436457303 }, { "score": 7.977903842926025, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "probability": 0.0040167986598863325 }, { "score": 7.885959625244141, "text": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.003663947120131569 }, { "score": 6.747214317321777, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours (\"Initial Downtime\"), eGain will credit Customer's account for one (1) day of service.", "probability": 0.0011732711548438103 }, { "score": 6.588198184967041, "text": "Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law.", "probability": 0.0010007798780990434 }, { "score": 5.010229110717773, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 0.0002065548054503723 }, { "score": 4.669433116912842, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software", "probability": 0.0001469026004321618 }, { "score": 4.582366943359375, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.\n\n6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.00013465333832040282 }, { "score": 4.507075309753418, "text": "Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer. For purposes of this Agreement, \"Normal Business Hours\" shall mean between the hours of 6:00 a.m to 6:00 p.m. Pacific time, Monday through Friday excluding national holidays.\n\nIn the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "probability": 0.0001248873308851442 }, { "score": 4.137955188751221, "text": "Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer. For purposes of this Agreement, \"Normal Business Hours\" shall mean between the hours of 6:00 a.m to 6:00 p.m. Pacific time, Monday through Friday excluding national holidays.\n\nIn the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 8.633990215880084e-05 }, { "score": 4.024338722229004, "text": "e", "probability": 7.706701672477093e-05 }, { "score": 3.976588726043701, "text": "ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "probability": 7.347354387996864e-05 }, { "score": 3.9054484367370605, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1", "probability": 6.842820578480874e-05 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.810518264770508, "probability": 0.49812216843367946 }, { "score": 10.228140830993652, "text": "eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\").", "probability": 0.10235712577263457 }, { "score": 9.975202560424805, "text": "For the purposes of this Agreement, \"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either", "probability": 0.07948192686094477 }, { "score": 9.823467254638672, "text": "For the purposes of this Agreement, \"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity).", "probability": 0.06829211784055463 }, { "score": 9.770776748657227, "text": "Downtime begins upon Customer notification to eGain of the interruption, either", "probability": 0.06478692763411309 }, { "score": 9.137246131896973, "text": "For the purposes of this Agreement, \"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer.", "probability": 0.0343833773906627 }, { "score": 9.044724464416504, "text": "The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 0.03134489969613106 }, { "score": 8.932819366455078, "text": "Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer.", "probability": 0.028026387210326402 }, { "score": 8.671102523803711, "text": "eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 0.021572721522924287 }, { "score": 8.36867904663086, "text": "eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.015942781351450944 }, { "score": 8.054230690002441, "text": "The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 0.011641284521679816 }, { "score": 7.655436992645264, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 0.007812805301990496 }, { "score": 7.523139476776123, "text": "For the purposes of this Agreement, \"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer", "probability": 0.006844644879278253 }, { "score": 7.492449760437012, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 0.0066377752905614675 }, { "score": 7.318713188171387, "text": "Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer", "probability": 0.00557917149895626 }, { "score": 7.19002628326416, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.004905482138868319 }, { "score": 7.060904502868652, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2.", "probability": 0.004311266028861643 }, { "score": 6.87209939956665, "text": "The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.\n\n6.3 EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2, (A) THE HOSTING SERVICES ARE PROVIDED, AND THE SOFTWARE AND THE eGAIN SYSTEM ARE MADE AVAILABLE, BY eGAIN TO CUSTOMER \"AS IS,\" AND (B) eGAIN AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE HOSTING SERVICES, THE SOFTWARE OR THE eGAIN SYSTEM, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW.\n\n6.4 Without limiting the express warranties set forth in this Agreement, eGain does not warrant that the Software, the eGain System or the Hosting Services will meet Customer's requirements (except as provided in Section 6.1) or that Customer's access to and use of the Software, the eGain System or the Hosting Services will be uninterrupted or free of errors or omissions.", "probability": 0.003569503462112419 }, { "score": 6.482314109802246, "text": "For the purposes of this Agreement, \"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services", "probability": 0.002417275815713298 }, { "score": 6.27788782119751, "text": "Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services", "probability": 0.0019703573485562588 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Insurance": [ { "text": "", "score": 12.26255989074707, "probability": 0.9999965858938064 }, { "score": -2.3472137451171875, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.\n\nFor the purposes of this Agreement, \"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either", "probability": 4.519125948783668e-07 }, { "score": -2.5505127906799316, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.", "probability": 3.6877612087165953e-07 }, { "score": -2.5566935539245605, "text": "EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2,", "probability": 3.6650383245045083e-07 }, { "score": -2.7128243446350098, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.\n\nFor the purposes of this Agreement, \"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer. For purposes of this Agreement, \"Normal Business Hours\" shall mean between the hours of 6:00 a.m to 6:00 p.m. Pacific time, Monday through Friday excluding national holidays.\n\nIn the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 3.1352471335745305e-07 }, { "score": -2.748778820037842, "text": "The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.\n\n6.3 EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2,", "probability": 3.0245234021488647e-07 }, { "score": -3.2181196212768555, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 1.8915805034450815e-07 }, { "score": -3.3321382999420166, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 1.6877462282498278e-07 }, { "score": -3.4026737213134766, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.\n\n6.3 EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2,", "probability": 1.5728018156020261e-07 }, { "score": -3.4132821559906006, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 1.556205038840485e-07 }, { "score": -3.4957363605499268, "text": "Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System.", "probability": 1.4330370244740736e-07 }, { "score": -3.595994710922241, "text": "The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 1.2963305704240806e-07 }, { "score": -3.637666702270508, "text": "Downtime begins upon Customer notification to eGain of the interruption, either", "probability": 1.2434199952458567e-07 }, { "score": -3.8688950538635254, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 9.867261768615268e-08 }, { "score": -3.915151834487915, "text": "For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.\n\nFor the purposes of this Agreement, \"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer.", "probability": 9.421229541116617e-08 }, { "score": -4.00327730178833, "text": "Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer. For purposes of this Agreement, \"Normal Business Hours\" shall mean between the hours of 6:00 a.m to 6:00 p.m. Pacific time, Monday through Friday excluding national holidays.\n\nIn the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 8.626511011433747e-08 }, { "score": -4.080005645751953, "text": "eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\").", "probability": 7.989369083080423e-08 }, { "score": -4.249889850616455, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 6.741130147084132e-08 }, { "score": -4.370696067810059, "text": "EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2, (A) THE HOSTING SERVICES ARE PROVIDED, AND THE SOFTWARE AND THE eGAIN SYSTEM ARE MADE AVAILABLE, BY eGAIN TO CUSTOMER \"AS IS,\"", "probability": 5.974027788061687e-08 }, { "score": -4.424178123474121, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2.", "probability": 5.662918048417607e-08 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.180961608886719, "probability": 0.8843652211359352 }, { "score": 9.596905708312988, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.06674065068484976 }, { "score": 8.245595932006836, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.017279216942434724 }, { "score": 7.424344062805176, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.\n\n6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.007600792949544738 }, { "score": 6.970881462097168, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing.", "probability": 0.004829727155904494 }, { "score": 6.664487361907959, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing. The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the eGain of any such claim(s); (ii) eGain having sole control of the defense or settlement of the claim; and (iii) at eGain's request and expense, Customer cooperating in the investigation and defense of such claim(s).", "probability": 0.0035551450937578405 }, { "score": 6.5491180419921875, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant", "probability": 0.0031677658381758845 }, { "score": 6.490114212036133, "text": "The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the eGain of any such claim(s); (ii) eGain having sole control of the defense or settlement of the claim; and (iii) at eGain's request and expense, Customer cooperating in the investigation and defense of such claim(s).", "probability": 0.002986262861475591 }, { "score": 6.450317859649658, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "probability": 0.0028697541789248007 }, { "score": 5.719499588012695, "text": "Subject to the limitations set forth in this Section 9, eGain will defend any third-party suit or action against Customer to the extent such suit or action is based on a claim that the Software or the eGain System infringes any valid United States patent, copyright, trade secret or other proprietary right, and eGain will pay those damages and costs finally awarded against Customer in any monetary settlement of such suit or action which are specifically attributable to such claim.", "probability": 0.0013818291638200786 }, { "score": 5.504970073699951, "text": "eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.001115026964704237 }, { "score": 4.9430928230285645, "text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.\n\n6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 0.0006357189839251107 }, { "score": 4.871738433837891, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "probability": 0.0005919381939551763 }, { "score": 4.8499016761779785, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.\n\n6.3 EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2,", "probability": 0.0005791522924497642 }, { "score": 4.79412317276001, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.", "probability": 0.0005477324655857998 }, { "score": 4.777471542358398, "text": "These obligations do not include any claims to the extent they are based on use of the Software or eGain System in violation of this Agreement or in combination with any other software or hardware, or any modification to the Software or eGain System pursuant to Customer's specifications. If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing.", "probability": 0.0005386873440197568 }, { "score": 4.4710774421691895, "text": "These obligations do not include any claims to the extent they are based on use of the Software or eGain System in violation of this Agreement or in combination with any other software or hardware, or any modification to the Software or eGain System pursuant to Customer's specifications. If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing. The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the eGain of any such claim(s); (ii) eGain having sole control of the defense or settlement of the claim; and (iii) at eGain's request and expense, Customer cooperating in the investigation and defense of such claim(s).", "probability": 0.00039652585049654337 }, { "score": 4.355118751525879, "text": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.\n\n6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\").", "probability": 0.00035311103175241003 }, { "score": 3.939470052719116, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing", "probability": 0.00023302222754679203 }, { "score": 3.938166379928589, "text": "In addition, either party may terminate this Agreement by giving to the other party written notice", "probability": 0.00023271864074107736 } ], "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.969867706298828, "probability": 0.9874643862365258 }, { "score": 7.017592430114746, "text": "This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.", "probability": 0.006978717463243821 }, { "score": 6.625983238220215, "text": "This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.", "probability": 0.004717391334653999 }, { "score": 3.7647316455841064, "text": "either party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.", "probability": 0.0002698212357274532 }, { "score": 3.5972988605499268, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.", "probability": 0.00022822383156777024 }, { "score": 2.626614809036255, "text": "The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the eGain of any such claim(s); (ii) eGain having sole control of the defense or settlement of the claim; and (iii) at eGain's request and expense, Customer cooperating in the investigation and defense of such claim(s).", "probability": 8.645662242258933e-05 }, { "score": 2.198514223098755, "text": "This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns", "probability": 5.634774530414071e-05 }, { "score": 1.8236758708953857, "text": "This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns", "probability": 3.8733461904327365e-05 }, { "score": 1.3356339931488037, "text": "This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation", "probability": 2.377565118132235e-05 }, { "score": 1.2014589309692383, "text": "either party as an agent of the other.", "probability": 2.0790308387362466e-05 }, { "score": 1.0340261459350586, "text": "Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other.", "probability": 1.7585138645025645e-05 }, { "score": 1.0270485877990723, "text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "probability": 1.746286440171105e-05 }, { "score": 0.9948074817657471, "text": "If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing. The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the eGain of any such claim(s); (ii) eGain having sole control of the defense or settlement of the claim; and (iii) at eGain's request and expense, Customer cooperating in the investigation and defense of such claim(s).", "probability": 1.6908821804547835e-05 }, { "score": 0.9698140025138855, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 1.6491449042931343e-05 }, { "score": 0.39342838525772095, "text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:", "probability": 9.266969297467935e-06 }, { "score": 0.36220550537109375, "text": "This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation\n\nName:/s/ Title: ___________________________ _________\n\nSignature:______________________ Date:__________\n\neGain Communications Corporation", "probability": 8.982098218196686e-06 }, { "score": 0.2091517448425293, "text": "This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation", "probability": 7.707391080707256e-06 }, { "score": 0.14365005493164062, "text": "eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2.", "probability": 7.218722940185268e-06 }, { "score": 0.13286566734313965, "text": "The indemnity obligations set forth in this Section 9 are contingent upon:", "probability": 7.141291708765538e-06 }, { "score": 0.052731990814208984, "text": "This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation\n\nName:/s/ Title: ___________________________ _________\n\nSignature:______________________ Date:__________", "probability": 6.5913619413970535e-06 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Document Name": [ { "score": 13.667386054992676, "text": "AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "probability": 0.11726453754889166 }, { "score": 13.55748462677002, "text": "AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement", "probability": 0.10505993102980271 }, { "score": 13.554274559020996, "text": "MANUFACTURING AND SUPPLY AGREEMENT", "probability": 0.1047232222516197 }, { "score": 13.506006240844727, "text": "AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement", "probability": 0.09978846276886391 }, { "score": 13.392894744873047, "text": "MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement", "probability": 0.08911619474330996 }, { "score": 13.363506317138672, "text": "AMENDMENT NO. 2", "probability": 0.08653531957723552 }, { "score": 13.312026977539062, "text": "AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2", "probability": 0.08219326051323324 }, { "score": 13.198915481567383, "text": "MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2", "probability": 0.07340278031390196 }, { "score": 13.049287796020508, "text": "Manufacturing and Supply Agreement", "probability": 0.06320188510332282 }, { "score": 12.598976135253906, "text": "AMENDMENT NO. 2", "probability": 0.040286743423326235 }, { "score": 11.93919849395752, "text": "AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated", "probability": 0.020826887625565737 }, { "score": 11.887720108032227, "text": "AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated", "probability": 0.019781881446557636 }, { "score": 11.774608612060547, "text": "MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated", "probability": 0.017666230648965945 }, { "score": 11.50278377532959, "text": "AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated as of December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement", "probability": 0.013461450842545023 }, { "score": 11.451305389404297, "text": "AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated as of December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement", "probability": 0.012786011498857143 }, { "score": 11.431001663208008, "text": "Manufacturing and Supply Agreement dated", "probability": 0.012529025536837853 }, { "score": 11.338193893432617, "text": "MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated as of December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement", "probability": 0.011418561415878261 }, { "score": 11.273809432983398, "text": "AMENDMENT NO. 2 (", "probability": 0.010706550658898422 }, { "score": 11.222330093383789, "text": "AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (", "probability": 0.010169330994606582 }, { "score": 11.10921859741211, "text": "MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (", "probability": 0.009081732057779608 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Parties": [ { "score": 11.836204528808594, "text": "Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited", "probability": 0.18838800942223935 }, { "text": "", "score": 11.680627822875977, "probability": 0.16124533256580784 }, { "score": 11.640060424804688, "text": "Columbia Laboratories, (Bermuda) Ltd.,", "probability": 0.15483493466999418 }, { "score": 11.47726058959961, "text": "Columbia\"), and Fleet Laboratories Limited", "probability": 0.13157272974722592 }, { "score": 11.118108749389648, "text": "Columbia Laboratories", "probability": 0.09187306870759143 }, { "score": 11.111682891845703, "text": "Fleet Laboratories Limited", "probability": 0.09128459819470192 }, { "score": 10.507572174072266, "text": "Fleet Laboratories Limited", "probability": 0.04989253344120373 }, { "score": 10.360381126403809, "text": "Columbia", "probability": 0.0430636956332421 }, { "score": 9.498905181884766, "text": "Juniper Pharmaceuticals UK Limited", "probability": 0.018196046931723518 }, { "score": 9.158899307250977, "text": "FLEET LABORATORIES LIMITED", "probability": 0.012951330113051463 }, { "score": 9.145310401916504, "text": "Juniper Pharmaceuticals UK Limited", "probability": 0.012776526101681056 }, { "score": 8.876236915588379, "text": "Columbia\"), and Fleet Laboratories Limited", "probability": 0.00976237882347901 }, { "score": 8.682580947875977, "text": "COLUMBIA LABORATORIES (BERMUDA), LTD. By: /s/ Alicia Secor ____________________________ Name: Alicia Secor_______________________________ Title: Chief Executive Officer_______________________ FLEET LABORATORIES LIMITED", "probability": 0.008043627273954197 }, { "score": 8.388985633850098, "text": "Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited,", "probability": 0.005997152785814378 }, { "score": 8.02428150177002, "text": "Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018 (the \"Effective Date\"). WHEREAS, Columbia and Fleet entered into the Existing Agreement pursuant to which Fleet has agreed to manufacture and supply to Columbia, and Columbia has agreed to purchase, certain Products; and WHEREAS, Columbia and Fleet wish to amend the Existing Agreement in accordance with the terms of this Amendment. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Columbia and Fleet agree as follows: General Capitalised terms used but not defined in this Amendment shall have the same meanings ascribed to such terms in the Existing Agreement. The following amendments to the Existing Agreement shall have effect on and from the Effective Date.\n\n1. The following definitions shall be added to Section 1 of the Existing Agreement:\n\n\"\"Ares Agreement\" means the supply agreement entered into between Columbia and Ares Trading S.A.", "probability": 0.004164435319276613 }, { "score": 7.936223030090332, "text": "COLUMBIA LABORATORIES (BERMUDA), LTD.", "probability": 0.0038134039563846554 }, { "score": 7.900554656982422, "text": "Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\")", "probability": 0.00367978322440859 }, { "score": 7.666475296020508, "text": "Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories", "probability": 0.002911808841449756 }, { "score": 7.664465427398682, "text": "Fleet Laboratories Limited,", "probability": 0.0029059623655189356 }, { "score": 7.569479942321777, "text": "Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited", "probability": 0.0026426418812514956 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Agreement Date": [ { "text": "", "score": 10.984496116638184, "probability": 0.782133469192913 }, { "score": 8.627306938171387, "text": "December 8, 2009", "probability": 0.07405708570352261 }, { "score": 8.610593795776367, "text": "December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018", "probability": 0.0728296448531883 }, { "score": 7.217714786529541, "text": "on 2018", "probability": 0.018087915666970676 }, { "score": 7.06557559967041, "text": "December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018 (", "probability": 0.015535145142415035 }, { "score": 6.518706798553467, "text": "entered into on 2018", "probability": 0.008991107961084295 }, { "score": 6.392587661743164, "text": "7 January 2018", "probability": 0.007925749962705054 }, { "score": 6.030307292938232, "text": "is entered into on 2018", "probability": 0.005517012935773243 }, { "score": 5.5518479347229, "text": "into on 2018", "probability": 0.0034190995289712493 }, { "score": 5.2314910888671875, "text": "on 2018", "probability": 0.002481890020414012 }, { "score": 4.999694347381592, "text": "is entered into on 2018", "probability": 0.001968405124603597 }, { "score": 4.975397109985352, "text": "entered into on 2018", "probability": 0.0019211546702772764 }, { "score": 4.650994300842285, "text": "on 2018 (", "probability": 0.0013889160001688307 }, { "score": 3.951986074447632, "text": "entered into on 2018 (", "probability": 0.0006903996546077026 }, { "score": 3.8768889904022217, "text": "THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated as of December 8, 2009", "probability": 0.0006404516018750537 }, { "score": 3.860175371170044, "text": "THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated as of December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018", "probability": 0.0006298362948742849 }, { "score": 3.6864728927612305, "text": "on 2018 (", "probability": 0.0005294069711910066 }, { "score": 3.4635865688323975, "text": "is entered into on 2018 (", "probability": 0.00042363453334228786 }, { "score": 3.4546761512756348, "text": "is entered into on 2018 (", "probability": 0.00041987654026644266 }, { "score": 3.4303789138793945, "text": "entered into on 2018 (", "probability": 0.00040979764083635294 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Effective Date": [ { "text": "", "score": 11.506837844848633, "probability": 0.4151048650723654 }, { "score": 11.322916030883789, "text": "1 January the following calendar year.", "probability": 0.34536760146417206 }, { "score": 9.745132446289062, "text": "December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018", "probability": 0.07129496990912779 }, { "score": 9.141655921936035, "text": "Any adjustments as set out in paragraphs (a), (b) and (c) below and any consequent adjustments to the volume discount model set out in Part 1 of Exhibit A and/or the pricing model set out in Part 2 of Exhibit A shall be agreed in writing by both Parties and shall take effect from 1 January the following calendar year.", "probability": 0.03899171752100906 }, { "score": 9.092004776000977, "text": "December 8, 2009", "probability": 0.03710301029632724 }, { "score": 8.965682983398438, "text": "The following amendments to the Existing Agreement shall have effect on and from the Effective Date.", "probability": 0.03270004041325829 }, { "score": 8.8922119140625, "text": "1 January the following calendar year.", "probability": 0.030383668523793587 }, { "score": 7.280078887939453, "text": "December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018 (the \"Effective Date\").", "probability": 0.006060378266349908 }, { "score": 7.188304424285889, "text": "December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018 (", "probability": 0.0055289490632912915 }, { "score": 6.709503173828125, "text": "is entered into on 2018", "probability": 0.0034253255017699775 }, { "score": 6.671477317810059, "text": "7 January 2018", "probability": 0.00329751992548157 }, { "score": 6.279886245727539, "text": "1 January the following calendar year", "probability": 0.002229059117669457 }, { "score": 6.270902156829834, "text": "The following amendments to the Existing Agreement shall have effect on and from the Effective Date.\n\n1. The following definitions shall be added to Section 1 of the Existing Agreement:\n\n\"\"Ares Agreement\" means the supply agreement entered into between Columbia and Ares Trading S.A. (a subsidiary of Merck Serono S.A.) dated 7 January 2018", "probability": 0.0022091227415805786 }, { "score": 6.16281795501709, "text": "Any adjustments as set out in paragraphs (a), (b) and (c) below and any consequent adjustments to the volume discount model set out in Part 1 of Exhibit A and/or the pricing model set out in Part 2 of Exhibit A shall be agreed in writing by both Parties and shall take effect from 1 January the following calendar year.", "probability": 0.0019828025741445527 }, { "score": 5.655791759490967, "text": "1 January the following calendar year", "probability": 0.0011942102519449038 }, { "score": 5.446308612823486, "text": "is entered into on 2018", "probability": 0.0009685084640897487 }, { "score": 4.992605686187744, "text": "THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated as of December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018", "probability": 0.0006152657544668175 }, { "score": 4.898211479187012, "text": "shall take effect from 1 January the following calendar year.", "probability": 0.0005598450721359992 }, { "score": 4.769696235656738, "text": "entered into on 2018", "probability": 0.0004923278444179131 }, { "score": 4.766613006591797, "text": "18 March 2015", "probability": 0.0004908122226038011 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Expiration Date": [ { "score": 15.367844581604004, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "probability": 0.5183910570760155 }, { "score": 15.023775100708008, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "probability": 0.3674768828932358 }, { "score": 13.151819229125977, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 0.056526216614031954 }, { "score": 12.796173095703125, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 0.03960908091384056 }, { "text": "", "score": 11.517829895019531, "probability": 0.011031063056760257 }, { "score": 10.391844749450684, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term", "probability": 0.0035777355119891107 }, { "score": 9.65963077545166, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term", "probability": 0.0017203299223073794 }, { "score": 8.582385063171387, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.0005858276621492377 }, { "score": 7.936871528625488, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 0.0003072040300629951 }, { "score": 7.597739219665527, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 0.0002188485221733662 }, { "score": 6.53441858291626, "text": "Section 12.1 of the Existing Agreement (Term) shall be deleted and replaced by the following:\n\n\"12.1 Term. Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "probability": 7.556998451875075e-05 }, { "score": 6.491262912750244, "text": ".", "probability": 7.237808093280404e-05 }, { "score": 6.452847480773926, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***", "probability": 6.96503741472048e-05 }, { "score": 6.377843856811523, "text": "Unless", "probability": 6.461744676379396e-05 }, { "score": 6.219107627868652, "text": "\"12.1 Term. Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "probability": 5.513298738398801e-05 }, { "score": 6.144076347351074, "text": "Unless terminated earlier pursuant to Section 12.2 below", "probability": 5.114766997671586e-05 }, { "score": 6.126580238342285, "text": ".", "probability": 5.026056781472634e-05 }, { "score": 5.978841781616211, "text": "Except as otherwise set out in Section 5.1 (c), the first period during which any adjustment set out in Section 5.1 (a), (b) or (c) above will be calculated shall be [***], with the adjusted costs to be applied to the pricing model in Exhibit A for the calendar year commencing [***].", "probability": 4.335761594809233e-05 }, { "score": 5.965646743774414, "text": "Unless", "probability": 4.278926849418571e-05 }, { "score": 5.638489723205566, "text": "\"12.1 Term. Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "probability": 3.084980145345693e-05 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Renewal Term": [ { "score": 12.1822509765625, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "probability": 0.5349738208051943 }, { "text": "", "score": 11.441617012023926, "probability": 0.25508169032859923 }, { "score": 10.899641036987305, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "probability": 0.14835497371180661 }, { "score": 9.276187896728516, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 0.029258049511437796 }, { "score": 8.51108169555664, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 0.013613317364768293 }, { "score": 7.977383136749268, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term", "probability": 0.00798328493549802 }, { "score": 7.722236633300781, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.006185472944941176 }, { "score": 7.039770126342773, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term", "probability": 0.003125946015713206 }, { "score": 4.781155586242676, "text": "Unless", "probability": 0.0003266462239477913 }, { "score": 4.157962799072266, "text": "\"12.1 Term. Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "probability": 0.0001751573852630986 }, { "score": 3.822850227355957, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.00012528264470843938 }, { "score": 3.745359182357788, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 0.00011594098334814154 }, { "score": 3.733116388320923, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon", "probability": 0.00011453019538322447 }, { "score": 3.726370334625244, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 0.00011376016877608703 }, { "score": 3.6497910022735596, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 0.00010537370400037252 }, { "score": 3.442129611968994, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event", "probability": 8.561424878064581e-05 }, { "score": 3.4195668697357178, "text": "Unless", "probability": 8.370418571435033e-05 }, { "score": 3.2809371948242188, "text": "Section 12.1 of the Existing Agreement (Term) shall be deleted and replaced by the following:\n\n\"12.1 Term. Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "probability": 7.286870862285708e-05 }, { "score": 2.960242748260498, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***", "probability": 5.2876809727443204e-05 }, { "score": 2.9375252723693848, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 5.168912376916477e-05 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.754976272583008, "probability": 0.9478340017350977 }, { "score": 8.581989288330078, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.03969369658993395 }, { "score": 7.123376846313477, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.009231116052769942 }, { "score": 4.742007255554199, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 0.000853175819480448 }, { "score": 4.350987434387207, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.0005770597557979917 }, { "score": 4.201208114624023, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0004967895542298248 }, { "score": 3.8791370391845703, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event", "probability": 0.0003599969030777422 }, { "score": 3.653191566467285, "text": "Upon the expiration or earlier termination of this Agreement,", "probability": 0.0002871917054850816 }, { "score": 3.066743850708008, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 0.0001597647211802066 }, { "score": 2.9195127487182617, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event", "probability": 0.00013789205078860048 }, { "score": 2.6523232460021973, "text": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.00010556022421324919 }, { "score": 2.0212247371673584, "text": "12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 5.615878511040676e-05 }, { "score": 1.6802854537963867, "text": "Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 3.993462904925338e-05 }, { "score": 1.5873053073883057, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet", "probability": 3.638889686955438e-05 }, { "score": 1.31766676902771, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.", "probability": 2.778858038244502e-05 }, { "score": 1.2092905044555664, "text": "Columbia", "probability": 2.493441291543428e-05 }, { "score": 1.1996259689331055, "text": "12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 2.4694594131311926e-05 }, { "score": 1.1853907108306885, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet", "probability": 2.4345550467677637e-05 }, { "score": 0.7111881971359253, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 1.5152212892534547e-05 }, { "score": 0.6572949886322021, "text": "(b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 1.4357226126733142e-05 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Governing Law": [ { "score": 15.193801879882812, "text": "This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.", "probability": 0.5981124450514006 }, { "score": 14.717287063598633, "text": "This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.", "probability": 0.37139417139606884 }, { "text": "", "score": 12.137394905090332, "probability": 0.028145058478862766 }, { "score": 8.572933197021484, "text": "This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England", "probability": 0.0007968491332606751 }, { "score": 8.232657432556152, "text": "This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England", "probability": 0.0005670171800228858 }, { "score": 8.090493202209473, "text": "28. This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.", "probability": 0.0004918753706842075 }, { "score": 7.278870582580566, "text": "28. This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.", "probability": 0.00021845996105770258 }, { "score": 6.282236099243164, "text": "This", "probability": 8.063786028603972e-05 }, { "score": 6.09206485748291, "text": "This", "probability": 6.667279696047299e-05 }, { "score": 5.422163009643555, "text": ".", "probability": 3.412039093543696e-05 }, { "score": 4.651661396026611, "text": "This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England. Each Party irrevocably agrees that the English courts shall have sole and exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Amendment or its subject matter or formation.", "probability": 1.5790264300531486e-05 }, { "score": 4.594310283660889, "text": ".", "probability": 1.4910153953415435e-05 }, { "score": 4.258134365081787, "text": "be governed by and construed in accordance with the laws of England.", "probability": 1.0653266254068268e-05 }, { "score": 4.146979331970215, "text": "This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation", "probability": 9.532542799087864e-06 }, { "score": 4.145554065704346, "text": "shall be governed by and construed in accordance with the laws of England.", "probability": 9.51896606493726e-06 }, { "score": 4.0167388916015625, "text": "the laws of England.", "probability": 8.368469917025262e-06 }, { "score": 3.8868374824523926, "text": "governed by and construed in accordance with the laws of England.", "probability": 7.349039710298141e-06 }, { "score": 3.74653697013855, "text": "by and construed in accordance with the laws of England.", "probability": 6.387028525272172e-06 }, { "score": 3.5271096229553223, "text": "be governed by and construed in accordance with the laws of England.", "probability": 5.128646547784066e-06 }, { "score": 3.512448310852051, "text": "the laws of England.", "probability": 5.054002387826608e-06 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.011236190795898, "probability": 0.97336469680389 }, { "score": 7.6076860427856445, "text": "In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year.", "probability": 0.011907979014014412 }, { "score": 6.687642574310303, "text": "In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year.", "probability": 0.004745350100302465 }, { "score": 6.225402355194092, "text": "In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year. Upon the expiration or earlier termination of this Agreement,", "probability": 0.002988958482824847 }, { "score": 6.178544044494629, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 0.0028521317083026678 }, { "score": 5.939701557159424, "text": "In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year. Upon the expiration or earlier termination of this Agreement,", "probability": 0.0022461647251335033 }, { "score": 4.2262725830078125, "text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate.", "probability": 0.0004048637132631579 }, { "score": 4.099287986755371, "text": "Upon the expiration or earlier termination of this Agreement,", "probability": 0.00035658259774959893 }, { "score": 3.8197503089904785, "text": "In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year", "probability": 0.0002696239542038187 }, { "score": 3.554574966430664, "text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate", "probability": 0.000206820834247147 }, { "score": 3.1095359325408936, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.00013253063808754375 }, { "score": 2.9437851905822754, "text": "Upon the expiration or earlier termination of this Agreement,", "probability": 0.00011228756299689703 }, { "score": 2.6266531944274902, "text": "Except as otherwise set out in Section 5.1 (c), the first period during which any adjustment set out in Section 5.1 (a), (b) or (c) above will be calculated shall be [***], with the adjusted costs to be applied to the pricing model in Exhibit A for the calendar year commencing [***]. Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price.\n\n5.2 Invoicing. Upon delivery of Product to Columbia, Fleet shall submit invoices therefor to Columbia. Columbia shall pay each invoice in full within [***] after the date of receipt by Columbia of such invoice, which shall be issued no earlier than the date on which the Product is delivered to the carrier by Fleet. All payments shall be made in pounds sterling. In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year.", "probability": 8.177169128754976e-05 }, { "score": 2.507814407348633, "text": "\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate.", "probability": 7.260925001238895e-05 }, { "score": 2.1486685276031494, "text": "Except as otherwise set out in Section 5.1 (c), the first period during which any adjustment set out in Section 5.1 (a), (b) or (c) above will be calculated shall be [***], with the adjusted costs to be applied to the pricing model in Exhibit A for the calendar year commencing [***].", "probability": 5.0701041085049e-05 }, { "score": 2.0917797088623047, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products", "probability": 4.789722769770683e-05 }, { "score": 2.0061957836151123, "text": "In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year. Upon", "probability": 4.3968510208523274e-05 }, { "score": 1.912948489189148, "text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate. Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).\"", "probability": 4.0053914385105235e-05 }, { "score": 1.8581078052520752, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product.", "probability": 3.791647530530323e-05 }, { "score": 1.8361167907714844, "text": "\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate", "probability": 3.709175500216034e-05 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Compete": [ { "text": "", "score": 11.87933349609375, "probability": 0.9172540895410383 }, { "score": 8.743208885192871, "text": "Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.039855479973664766 }, { "score": 8.595592498779297, "text": "Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.034385794358361324 }, { "score": 6.723057746887207, "text": "This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.005286248216919787 }, { "score": 5.08656644821167, "text": "This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.0010290308879275006 }, { "score": 4.551702499389648, "text": "(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.0006027537894544423 }, { "score": 4.467464923858643, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.0005540590272492119 }, { "score": 3.861346483230591, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 0.00030221926223325264 }, { "score": 3.556628942489624, "text": "This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time.", "probability": 0.0002228358155344213 }, { "score": 2.607987403869629, "text": "(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 8.629690278088729e-05 }, { "score": 2.272444486618042, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 6.169795531444097e-05 }, { "score": 2.2534303665161133, "text": "(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 6.0535905667915184e-05 }, { "score": 1.9834884405136108, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 4.6214552843892906e-05 }, { "score": 1.953565239906311, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 4.485215087797721e-05 }, { "score": 1.934969186782837, "text": "In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 4.402578528069465e-05 }, { "score": 1.9336769580841064, "text": "Each", "probability": 4.3968930639981565e-05 }, { "score": 1.8984277248382568, "text": "Each", "probability": 4.24460572859637e-05 }, { "score": 1.4444255828857422, "text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder.", "probability": 2.6956700336649158e-05 }, { "score": 1.3852736949920654, "text": "(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time.", "probability": 2.540840435937887e-05 }, { "score": 1.3724949359893799, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.\n\n3A.4 Fleet will at all times ensure that the Columbia Equipment meets and is operated and maintained in accordance with Applicable Laws and cGMP and GDP.\n\n3A.5 Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 2.5085782228903058e-05 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Exclusivity": [ { "text": "", "score": 12.162195205688477, "probability": 0.9947952685233737 }, { "score": 6.875302791595459, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 0.005031129651078001 }, { "score": 2.360316038131714, "text": "Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 5.505942558513817e-05 }, { "score": 2.3334012031555176, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 5.359727526402342e-05 }, { "score": 0.8226020336151123, "text": "Fleet shall be responsible for ordering [***] Raw Materials other than [***] and the [***] (which shall be provided by Columbia), as required to support Fleet's obligations under this Agreement.", "probability": 1.1830714371711685e-05 }, { "score": 0.7634525299072266, "text": "Fleet", "probability": 1.1151227247727028e-05 }, { "score": 0.3339918851852417, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product.", "probability": 7.257888266831833e-06 }, { "score": 0.2857245206832886, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 6.915889219465115e-06 }, { "score": -0.2542017698287964, "text": "This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 4.030519432830021e-06 }, { "score": -0.49291980266571045, "text": "Any additional machinery, equipment and materials provided by Columbia to Fleet during the Term shall be Columbia Equipment unless otherwise agreed in writing by both Parties. During the Term, Columbia shall review and update Exhibit B in December of each year to include any additional machinery, equipment and materials provided to Fleet.\n\n3A.2 The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 3.174585987921038e-06 }, { "score": -0.5074901580810547, "text": "Fleet shall not use any Raw Materials purchased directly by Columbia except for the manufacture of Product hereunder.", "probability": 3.1286664858845397e-06 }, { "score": -0.5289125442504883, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.\n\n3A.4 Fleet will at all times ensure that the Columbia Equipment meets and is operated and maintained in accordance with Applicable Laws and cGMP and GDP.\n\n3A.5 Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 3.06235578684475e-06 }, { "score": -0.7163631916046143, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product. Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).", "probability": 2.5389074162292323e-06 }, { "score": -0.8088172674179077, "text": "3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 2.3146992409564622e-06 }, { "score": -0.8595348596572876, "text": "During the Term, Columbia shall review and update Exhibit B in December of each year to include any additional machinery, equipment and materials provided to Fleet.\n\n3A.2 The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 2.2002305918423207e-06 }, { "score": -1.1752359867095947, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 1.6045783989490708e-06 }, { "score": -1.1976683139801025, "text": "All Product supplied under this Agreement shall be delivered EXW Fleet's Watford, UK facility.", "probability": 1.568984688629989e-06 }, { "score": -1.2044228315353394, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 1.558422664850609e-06 }, { "score": -1.3505128622055054, "text": "No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 1.3466017097361999e-06 }, { "score": -1.4163084030151367, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent", "probability": 1.2608531890618493e-06 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.125450134277344, "probability": 0.994669931544551 }, { "score": 6.306715965270996, "text": "Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.0029555264363134155 }, { "score": 5.775498390197754, "text": "Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.0017375206980880134 }, { "score": 3.7909278869628906, "text": "(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 0.00023880420415478502 }, { "score": 3.484733819961548, "text": "Upon the expiration or earlier termination of this Agreement,", "probability": 0.00017581809680757243 }, { "score": 2.606332778930664, "text": "This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 7.304304162297175e-05 }, { "score": 1.7735201120376587, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 3.176090756759488e-05 }, { "score": 1.3686046600341797, "text": "This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 2.1185579962027165e-05 }, { "score": 0.8534530401229858, "text": "(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 1.2656477505163401e-05 }, { "score": 0.8376867771148682, "text": "(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.\n\n(b) A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 1.2458496959803317e-05 }, { "score": 0.6182422637939453, "text": "no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 1.0003733402128959e-05 }, { "score": 0.6082655191421509, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 9.90442491982087e-06 }, { "score": 0.6074433326721191, "text": "(ii) to have and maintain in place throughout the term of this Agreement their own policies and procedures to ensure compliance with the Relevant Laws and will appropriately enforce those policies and procedures; and\n\n(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.\n\n(b) A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 9.896284982390105e-06 }, { "score": 0.3080867528915405, "text": "(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 7.336066887577948e-06 }, { "score": 0.2676362991333008, "text": "Each", "probability": 7.045241320192239e-06 }, { "score": 0.2416774034500122, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 6.864707996357277e-06 }, { "score": 0.09748731553554535, "text": "Notw i ths tand ing the ob l iga t ions o f confidentiality and non-use set out in Section 11.1, a Receiving Party may:", "probability": 5.942936760219157e-06 }, { "score": 0.023029804229736328, "text": "Each", "probability": 5.516512703137167e-06 }, { "score": -0.19216430187225342, "text": "that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 4.448432548635173e-06 }, { "score": -0.21772348880767822, "text": "(b) A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 4.336174947227418e-06 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.84176254272461, "probability": 0.8870094477805467 }, { "score": 9.196374893188477, "text": "Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.0629580092359522 }, { "score": 7.555340766906738, "text": "(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.012199974454240382 }, { "score": 7.514586448669434, "text": "Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.011712768125858487 }, { "score": 7.018197059631348, "text": "This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.007129849673525333 }, { "score": 6.701837539672852, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 0.005196215803610494 }, { "score": 6.201990127563477, "text": "(iii) Fleet cannot supply product at a Competitive Price;", "probability": 0.003152145141857292 }, { "score": 6.022331714630127, "text": "Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0026337924548367397 }, { "score": 5.581254959106445, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0016944327940009666 }, { "score": 5.352139949798584, "text": "This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time.", "probability": 0.0013474757680083213 }, { "score": 5.053247451782227, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 0.0009993407600919608 }, { "score": 4.739215850830078, "text": "Fleet shall not use any Raw Materials purchased directly by Columbia except for the manufacture of Product hereunder.", "probability": 0.0007300143713487562 }, { "score": 4.668980598449707, "text": "Fleet cannot supply product at a Competitive Price;", "probability": 0.000680500780027574 }, { "score": 4.516648292541504, "text": "(iii) Fleet cannot supply product at a Competitive Price; or", "probability": 0.0005843479805249696 }, { "score": 4.227904319763184, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price;", "probability": 0.00043779584292140893 }, { "score": 4.1950483322143555, "text": "(ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0004236453650687934 }, { "score": 3.9508557319641113, "text": "(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.0003318569829507253 }, { "score": 3.924955368041992, "text": "(ii) to have and maintain in place throughout the term of this Agreement their own policies and procedures to ensure compliance with the Relevant Laws and will appropriately enforce those policies and procedures; and\n\n(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.\n\n(b) A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.00032337212114537064 }, { "score": 3.6618027687072754, "text": "(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated", "probability": 0.0002485517662185543 }, { "score": 3.476271867752075, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.00020646279726545028 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.181371688842773, "probability": 0.9930441777998188 }, { "score": 7.026601791381836, "text": "(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 0.005731660359560693 }, { "score": 4.010124206542969, "text": "(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 0.00028069900789411297 }, { "score": 3.99747896194458, "text": "Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.00027717184817935996 }, { "score": 3.7230353355407715, "text": "(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.\n\n(b) A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 0.00021064917626217004 }, { "score": 3.516336679458618, "text": "no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 0.000171313536069427 }, { "score": 2.4944071769714355, "text": "that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 6.16557145897991e-05 }, { "score": 2.014071464538574, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 3.813872640406804e-05 }, { "score": 1.5738046169281006, "text": "iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 2.4556175226891916e-05 }, { "score": 1.5687941312789917, "text": "Upon the expiration or earlier termination of this Agreement,", "probability": 2.443344459012994e-05 }, { "score": 1.52310311794281, "text": "no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 2.334217617142105e-05 }, { "score": 1.3247793912887573, "text": "and\n\n(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 1.9143019528813147e-05 }, { "score": 1.236014485359192, "text": "no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.\n\n(b) A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 1.7517024345301015e-05 }, { "score": 1.0964242219924927, "text": "(ii) to have and maintain in place throughout the term of this Agreement their own policies and procedures to ensure compliance with the Relevant Laws and will appropriately enforce those policies and procedures; and\n\n(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 1.5234810355506219e-05 }, { "score": 0.9026925563812256, "text": "(ii) to have and maintain in place throughout the term of this Agreement their own policies and procedures to ensure compliance with the Relevant Laws and will appropriately enforce those policies and procedures; and\n\n(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 1.2551639554033196e-05 }, { "score": 0.8093355894088745, "text": "(ii) to have and maintain in place throughout the term of this Agreement their own policies and procedures to ensure compliance with the Relevant Laws and will appropriately enforce those policies and procedures; and\n\n(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.\n\n(b) A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 1.143289048688556e-05 }, { "score": 0.7834503650665283, "text": "(i) to comply with all Applicable Law, statutes and regulations relating to anti- bribery and anti-corruption including but not limited to the U.S. Foreign Corrupt Practices Act, US government health care compliance (HCC) policies, regulations and laws, US Export Administration Act of 1979 (50 App. U.S.C. \u00a72401 et. seq.) and the UK Bribery Act, as amended, and the regulations promulgated thereunder and any applicable similar laws and regulations in any other country) (collectively, the \"Relevant Laws\");\n\n(ii) to have and maintain in place throughout the term of this Agreement their own policies and procedures to ensure compliance with the Relevant Laws and will appropriately enforce those policies and procedures; and\n\n(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 1.1140744989981411e-05 }, { "score": 0.6251721382141113, "text": "employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 9.509876409567008e-06 }, { "score": 0.48421213030815125, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 8.259556327623177e-06 }, { "score": 0.3760054111480713, "text": "; and\n\n(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.", "probability": 7.412473235316038e-06 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.567340850830078, "probability": 0.9307983451613152 }, { "score": 7.745231628417969, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives. In the event of any loss or damage of any item of the Columbia Equipment due to the negligence or wilful misconduct (including negligence or intentional misconduct in relation to the operation, inspection or maintenance of the Columbia Equipment) of Fleet, its Affiliates, employees, contractors or representatives, Fleet shall repair or replace such items of Columbia Equipment, at Fleet's sole cost and expense, promptly taking into account the quantities of stock held by Fleet at the time of such loss or damage.\"", "probability": 0.020367356164096566 }, { "score": 7.641233444213867, "text": "In the event of any loss or damage of any item of the Columbia Equipment due to the negligence or wilful misconduct (including negligence or intentional misconduct in relation to the operation, inspection or maintenance of the Columbia Equipment) of Fleet, its Affiliates, employees, contractors or representatives, Fleet shall repair or replace such items of Columbia Equipment, at Fleet's sole cost and expense, promptly taking into account the quantities of stock held by Fleet at the time of such loss or damage.\"", "probability": 0.01835560994668253 }, { "score": 7.288728713989258, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia.", "probability": 0.012902621615382304 }, { "score": 7.090047836303711, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives.", "probability": 0.0105777172156461 }, { "score": 6.275761604309082, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of (i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (ii) product liability claims, including, wrongful death, resulting from the use of a finished pharmaceutical product containing a Product (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (iii) any breach by Columbia of its representations, warranties, covenants, agreements or obligations under this Agreement (except to the extent any such breach is due to the negligence, breach or wilful misconduct of Fleet); and (iv) any claims of infringement or misappropriation relating to the Intellectual Property.\"", "probability": 0.004685456769230952 }, { "score": 4.704978942871094, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of (i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct);", "probability": 0.0009740240784932647 }, { "score": 3.0405898094177246, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.00018438885888982266 }, { "score": 2.7936501502990723, "text": "(iii) any breach by Columbia of its representations, warranties, covenants, agreements or obligations under this Agreement (except to the extent any such breach is due to the negligence, breach or wilful misconduct of Fleet); and (iv) any claims of infringement or misappropriation relating to the Intellectual Property.\"", "probability": 0.00014404233249172373 }, { "score": 2.734340190887451, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of (i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct);", "probability": 0.00013574759911753615 }, { "score": 2.721580743789673, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 0.00013402653805125818 }, { "score": 2.7144947052001953, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of (i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (ii) product liability claims, including, wrongful death, resulting from the use of a finished pharmaceutical product containing a Product (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct);", "probability": 0.00013308017776325214 }, { "score": 2.444225788116455, "text": "(iv) any claims of infringement or misappropriation relating to the Intellectual Property.\"", "probability": 0.00010156336301109665 }, { "score": 2.410064935684204, "text": "(ii) product liability claims, including, wrongful death, resulting from the use of a finished pharmaceutical product containing a Product (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (iii) any breach by Columbia of its representations, warranties, covenants, agreements or obligations under this Agreement (except to the extent any such breach is due to the negligence, breach or wilful misconduct of Fleet); and (iv) any claims of infringement or misappropriation relating to the Intellectual Property.\"", "probability": 9.815246326939046e-05 }, { "score": 2.2479283809661865, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia", "probability": 8.3461501251446e-05 }, { "score": 2.169721841812134, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of", "probability": 7.718297669042837e-05 }, { "score": 2.055730104446411, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives", "probability": 6.88676940369397e-05 }, { "score": 2.017221450805664, "text": "(i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (ii) product liability claims, including, wrongful death, resulting from the use of a finished pharmaceutical product containing a Product (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (iii) any breach by Columbia of its representations, warranties, covenants, agreements or obligations under this Agreement (except to the extent any such breach is due to the negligence, breach or wilful misconduct of Fleet); and (iv) any claims of infringement or misappropriation relating to the Intellectual Property.\"", "probability": 6.626610518911545e-05 }, { "score": 1.8572800159454346, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of", "probability": 5.647155712367905e-05 }, { "score": 1.8420476913452148, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives. In", "probability": 5.561788226715378e-05 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Termination For Convenience": [ { "score": 11.73385238647461, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.49479381409076717 }, { "text": "", "score": 11.629409790039062, "probability": 0.44572338302238246 }, { "score": 9.163509368896484, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.0378563268209091 }, { "score": 7.705163478851318, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.008806166643201259 }, { "score": 6.654145240783691, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 0.003078473917650268 }, { "score": 6.617725372314453, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event", "probability": 0.002968373395325471 }, { "score": 6.138482093811035, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet", "probability": 0.001838170614764459 }, { "score": 5.528336048126221, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event", "probability": 0.0009986257454080813 }, { "score": 5.477320671081543, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.0009489581534217301 }, { "score": 5.121208667755127, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.", "probability": 0.0006646447576281315 }, { "score": 5.023895263671875, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet", "probability": 0.0006030133252742903 }, { "score": 4.750362396240234, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.00045870459883331393 }, { "score": 4.101306915283203, "text": "Upon the expiration or earlier termination of this Agreement,", "probability": 0.0002396910845130411 }, { "score": 4.018975257873535, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0002207474502417625 }, { "score": 3.7019853591918945, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 0.0001607787811961078 }, { "score": 3.6074228286743164, "text": "Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.00014627184753128345 }, { "score": 3.5136287212371826, "text": "Columbia", "probability": 0.00013317615856684568 }, { "score": 3.460226535797119, "text": "\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.0001262508204700789 }, { "score": 3.408097743988037, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated", "probability": 0.00011983811317351268 }, { "score": 3.3633222579956055, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in", "probability": 0.00011459065874168898 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.257455825805664, "probability": 0.9994581594742376 }, { "score": 4.461055755615234, "text": "Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days;", "probability": 0.0004109898426317397 }, { "score": 2.1638457775115967, "text": "From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date.", "probability": 4.13204908037087e-05 }, { "score": 1.5350700616836548, "text": "From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date.", "probability": 2.203391388138107e-05 }, { "score": 1.0334826707839966, "text": "(d) Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days;", "probability": 1.33430468714786e-05 }, { "score": 0.6591122150421143, "text": "The amounts set forth for the [***] in each Production Schedule shall constitute a firm purchase order and shall be binding upon Columbia (each a \"Purchase Order\") unless otherwise agreed in writing by both parties.", "probability": 9.176308135246832e-06 }, { "score": 0.5387270450592041, "text": "Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days", "probability": 8.135521056704124e-06 }, { "score": 0.4063922166824341, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 7.127103862149502e-06 }, { "score": -0.17888879776000977, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 3.969435713837632e-06 }, { "score": -0.3366386890411377, "text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder.", "probability": 3.3901496187505976e-06 }, { "score": -0.4036404490470886, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 3.170446075260391e-06 }, { "score": -0.4407520294189453, "text": "(b) Fleet shall at all times ensure that it has sufficient trained and competent maintenance personnel available for such maintenance;\n\n(c) during the Term, on or before 1 January of each year, Fleet shall prepare and deliver to Columbia:\n\n(i) a maintenance plan setting out the maintenance activities to be performed by Fleet in respect of the Columbia Equipment for the following year; and\n\n3\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a maintenance report confirming that each of the maintenance activities set out in the previous year's maintenance plan have been carried out;\n\n(d) Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days;", "probability": 3.0549423305202707e-06 }, { "score": -0.5351959466934204, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 2.779627144685379e-06 }, { "score": -0.6729370355606079, "text": "During the Term, the purchase price for each Batch purchased by Columbia from Fleet in any [***] shall be determined in accordance with Part 1 of Exhibit A and the pricing model set out in Part 2 of Exhibit A attached hereto, as may be amended from time to time in accordance with the provisions of this Section 5.1.", "probability": 2.4219565596221244e-06 }, { "score": -0.7367528676986694, "text": "(c) during the Term, on or before 1 January of each year, Fleet shall prepare and deliver to Columbia:\n\n(i) a maintenance plan setting out the maintenance activities to be performed by Fleet in respect of the Columbia Equipment for the following year; and\n\n3\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a maintenance report confirming that each of the maintenance activities set out in the previous year's maintenance plan have been carried out;\n\n(d) Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days;", "probability": 2.2722257940060353e-06 }, { "score": -0.9798307418823242, "text": "Columbia", "probability": 1.7819031934361327e-06 }, { "score": -0.9863863587379456, "text": "If requested by Columbia, Fleet shall transfer to Columbia or the alternative manufacturer all technology and know-how necessary or useful to give Columbia or the alternative manufacturer the capability of manufacturing the Product.", "probability": 1.7702599249283042e-06 }, { "score": -1.0076215267181396, "text": "From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date. The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order. All provisions of this Agreement that relate to Products shall apply equally to any Products that do not contain any active pharmaceutical ingredient.\"\n\n9. Section 3.3 (a) of the Existing Agreement (Delivery) shall be deleted and replaced by the following:\n\n\"3.3 (a) Delivery. All Product supplied under this Agreement shall be delivered EXW Fleet's Watford, UK facility. All risk of loss in the Product shall pass to Columbia upon receipt of the Product at Fleet's facility by the carrier designated by Columbia. The weights, tariffs and tests affixed by Fleet's invoice shall govern unless established to be incorrect. Claims relating to quantity, weight and loss or damage to any Product sold under this Agreement shall be waived by Columbia unless made within [***] of receipt of Product by Columbia.\"", "probability": 1.7330644815070034e-06 }, { "score": -1.0161569118499756, "text": "From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date. The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order.", "probability": 1.7183350587701482e-06 }, { "score": -1.055554747581482, "text": "Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 1.6519526247950451e-06 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Change Of Control": [ { "text": "", "score": 12.248968124389648, "probability": 0.42894409575026216 }, { "score": 11.639732360839844, "text": "(ii) a Change of Control Event with respect to Fleet occurs;", "probability": 0.23324533369915376 }, { "score": 11.54818344116211, "text": "(ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.21284025637538218 }, { "score": 9.386761665344238, "text": "(ii) a Change of Control Event with respect to Fleet occurs;", "probability": 0.024510954460402107 }, { "score": 9.378122329711914, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;", "probability": 0.024300108195404256 }, { "score": 9.286571502685547, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.02217421163955194 }, { "score": 8.677582740783691, "text": "(ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0120605671058302 }, { "score": 8.288143157958984, "text": "(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.008170267344727778 }, { "score": 7.914531707763672, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 0.005623139742081082 }, { "score": 7.874512672424316, "text": "a Change of Control Event with respect to Fleet occurs;", "probability": 0.0054025504387094385 }, { "score": 7.872988700866699, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.005394323375999311 }, { "score": 7.782962799072266, "text": "a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0049299126615252485 }, { "score": 6.948101997375488, "text": "a Change of Control Event with respect to Fleet occurs;", "probability": 0.0021392610603145706 }, { "score": 6.858597278594971, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.0019561059791324575 }, { "score": 6.858103275299072, "text": "(ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price;", "probability": 0.001955139894975665 }, { "score": 6.546518325805664, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 0.0014317204012002714 }, { "score": 6.514604568481445, "text": "with respect to Fleet occurs;", "probability": 0.001386750224152467 }, { "score": 6.4230546951293945, "text": "with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0012654314968423212 }, { "score": 6.317630290985107, "text": "or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.001138815587629614 }, { "score": 6.310791969299316, "text": "\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0011310545667231914 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Anti-Assignment": [ { "score": 12.170486450195312, "text": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder.", "probability": 0.2600719197574825 }, { "score": 12.085033416748047, "text": "Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet.\"", "probability": 0.2387710573435987 }, { "text": "", "score": 12.074914932250977, "probability": 0.2363672381146158 }, { "score": 10.999002456665039, "text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder.", "probability": 0.08059803049647189 }, { "score": 10.908393859863281, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement. Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet.\"", "probability": 0.07361623729946155 }, { "score": 10.227808952331543, "text": "Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet.\"", "probability": 0.03727342884348371 }, { "score": 9.721247673034668, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement. Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet.\"", "probability": 0.022459628980613315 }, { "score": 9.48752212524414, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement.", "probability": 0.017778571473145863 }, { "score": 8.964628219604492, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement.", "probability": 0.010539182480929499 }, { "score": 8.554776191711426, "text": "Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet", "probability": 0.006995366132185931 }, { "score": 8.484485626220703, "text": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder", "probability": 0.00652054123008146 }, { "score": 7.854026794433594, "text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder", "probability": 0.0034711937377974833 }, { "score": 7.37813663482666, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement. Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet", "probability": 0.0021567627957627847 }, { "score": 6.650241851806641, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement", "probability": 0.001041553771022135 }, { "score": 6.035710334777832, "text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate,", "probability": 0.0005633704309179858 }, { "score": 5.920182704925537, "text": "Section 13.2 of the Existing Agreement (Assignment) shall be deleted and replaced by the following:\n\n\"13.2 Assignment. Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder.", "probability": 0.0005019044389578057 }, { "score": 5.9083356857299805, "text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.\"", "probability": 0.0004959934503674785 }, { "score": 5.409289836883545, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement", "probability": 0.00030112241393514877 }, { "score": 5.397468566894531, "text": "Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet", "probability": 0.00029758372170708567 }, { "score": 4.89090633392334, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement. Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet", "probability": 0.00017931308746192825 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.037162780761719, "probability": 0.9992192148360449 }, { "score": 3.949927806854248, "text": "In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice.", "probability": 0.000307198615344537 }, { "score": 3.7147536277770996, "text": "In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice. In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice.", "probability": 0.00024281997249538662 }, { "score": 3.3486242294311523, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 0.00016837454231826413 }, { "score": 0.5403540134429932, "text": "In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice. Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price and any underpayment or overpayment.\"", "probability": 1.0154538013635597e-05 }, { "score": 0.3051798343658447, "text": "In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice. In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice. Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price and any underpayment or overpayment.\"", "probability": 8.026483577762658e-06 }, { "score": 0.024743258953094482, "text": "Fleet shall determine the applicable purchase price for that calendar year and shall notify Juniper in writing of any underpayment or overpayment within [***] of expiration or termination (as applicable). In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice. In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice.", "probability": 6.063637975939272e-06 }, { "score": -0.08054375648498535, "text": "(iv) the Ares Agreement is terminated.\"\n\n18. Section 12.3 (b) of the Existing Agreement (Effect of Expiration and Termination) shall be deleted and replaced by the following:\n\n\"12.3 (b) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. The provisions of Sections 1 (Definitions), 3A.2, 3A.3 and 3A.8 (Machinery and Equipment), 4.1 (Audits), 5.2 (Invoicing), 7 (Representations and Warranties), 8 (Insurance), 9 (Adverse Events; Recalls), 10 (Indemnification; Limitation of Liability), 11.1 (Confidentiality and Public Disclosure), 12 (Term and Termination) and 13 (General Provisions) shall survive any expiration or termination of this Agreement.\"\n\n19. Section 12.3 (c) of the Existing Agreement (Effect of Expiration and Termination) shall be deleted and replaced by the following:\n\n\"12.3 (c) If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 5.457675303937899e-06 }, { "score": -0.11498522758483887, "text": "Upon the expiration or earlier termination of this Agreement,\n\n6\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Fleet shall determine the applicable purchase price for that calendar year and shall notify Juniper in writing of any underpayment or overpayment within [***] of expiration or termination (as applicable). In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice. In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice.", "probability": 5.272905081232974e-06 }, { "score": -0.1870887279510498, "text": "In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice", "probability": 4.906093280037288e-06 }, { "score": -0.2553107738494873, "text": "In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice.", "probability": 4.582551381504687e-06 }, { "score": -0.42226290702819824, "text": "In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice. In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice", "probability": 3.87793881812378e-06 }, { "score": -0.5447839498519897, "text": "In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice.", "probability": 3.430763177699066e-06 }, { "score": -0.8677897453308105, "text": "In", "probability": 2.48376844651317e-06 }, { "score": -1.102963924407959, "text": "In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice. In", "probability": 1.9632529436723663e-06 }, { "score": -1.2416479587554932, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products", "probability": 1.7090176441115592e-06 }, { "score": -1.4062107801437378, "text": "In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice. In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice.", "probability": 1.4496989394704052e-06 }, { "score": -1.436058521270752, "text": "In", "probability": 1.4070680830905734e-06 }, { "score": -1.9704145193099976, "text": "In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year.", "probability": 8.246074432578269e-07 }, { "score": -2.0234241485595703, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 7.820336868960522e-07 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.996051788330078, "probability": 0.6059654299747456 }, { "score": 10.53757095336914, "text": "By way of example, if on 1 November in a calendar year during the Term, the CPI shows that there has been an increase in prices compared with the same index on 1 November the previous year [***], then [***] in the model as of 1 January in the following year [***] of the CPI increase as recorded on 1 November, i.e. by [***].", "probability": 0.1409411043165832 }, { "score": 9.978227615356445, "text": "By way of example, if on 1 November in a calendar year during the Term, the CPI shows that there has been an increase in prices compared with the same index on 1 November the previous year [***], then [***] in the model as of 1 January in the following year [***] of the CPI increase as recorded on 1 November, [***].", "probability": 0.08055971939485386 }, { "score": 9.372207641601562, "text": "By way of example, if on 1 November in a calendar year during the Term, the CPI shows that there has been an increase in prices compared with the same index on 1 November the previous year [***], then [***] in the model as of 1 January in the following year [***] of the CPI increase as recorded on 1 November, [***].\n\n(b) the [***] of Exhibit A shall only be amended to reflect [***] of the change in rate of the CPI. By way of example, if on 1 November in a calendar year during the Term, the CPI shows that there has been an increase in prices compared with the same index on 1 November the previous year [***], then [***] in the model as of 1 January in the following year [***] of the CPI increase as recorded on 1 November, i.e. by [***].", "probability": 0.04394675517421098 }, { "score": 8.85544204711914, "text": "(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0262118918968926 }, { "score": 8.732178688049316, "text": "By way of example, if on 1 November in a calendar year during the Term, the CPI shows that there has been an increase in prices compared with the same index on 1 November the previous year [***], then [***] in the model as of 1 January in the following year [***] of the CPI increase as recorded on 1 November, i.e. by [***].", "probability": 0.023172120139732195 }, { "score": 8.472748756408691, "text": "Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.017877088238255952 }, { "score": 8.386017799377441, "text": "(iii) Fleet cannot supply product at a Competitive Price;", "probability": 0.016391926864084708 }, { "score": 8.003324508666992, "text": "Fleet cannot supply product at a Competitive Price;", "probability": 0.011179655558514653 }, { "score": 7.232706069946289, "text": "By way of example, if on 1 November in a calendar year during the Term, the CPI shows that there has been an increase in prices compared with the same index on 1 November the previous year [***], then [***] in the model as of 1 January in the following year [***] of the CPI increase as recorded on 1 November, [***].\n\n(b) the [***] of Exhibit A shall only be amended to reflect [***] of the change in rate of the CPI. By way of example, if on 1 November in a calendar year during the Term, the CPI shows that there has been an increase in prices compared with the same index on 1 November the previous year [***], then [***] in the model as of 1 January in the following year [***] of the CPI increase as recorded on 1 November, i.e. by [***].\n\n(c) the [***] of Exhibit A shall only be amended to reflect any [***] changes to the cost of any of the [***] set out in Part 4 of Exhibit A.", "probability": 0.005173126371677599 }, { "score": 7.174726486206055, "text": "In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year.", "probability": 0.004881720094165628 }, { "score": 7.141000747680664, "text": "(ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.0047198258255327285 }, { "score": 6.864709854125977, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 0.003580423193824235 }, { "score": 6.826321601867676, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 0.003445581727947765 }, { "score": 6.671576499938965, "text": "(ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price;", "probability": 0.002951600748533627 }, { "score": 6.592678070068359, "text": "By way of example, if on 1 November in a calendar year during the Term, the CPI shows that there has been an increase in prices compared with the same index on 1 November the previous year [***], then [***] in the model as of 1 January in the following year [***] of the CPI increase as recorded on 1 November, i.e. by [***].\n\n(c) the [***] of Exhibit A shall only be amended to reflect any [***] changes to the cost of any of the [***] set out in Part 4 of Exhibit A.", "probability": 0.002727673968795495 }, { "score": 6.395285606384277, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price;", "probability": 0.0022390613911618153 }, { "score": 6.122244834899902, "text": "During the Term, the purchase price for each Batch purchased by Columbia from Fleet in any [***] shall be determined in accordance with Part 1 of Exhibit A and the pricing model set out in Part 2 of Exhibit A attached hereto, as may be amended from time to time in accordance with the provisions of this Section 5.1.", "probability": 0.0017040639972366644 }, { "score": 5.782915115356445, "text": "In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year. Upon the expiration or earlier termination of this Agreement,", "probability": 0.0012137154384738611 }, { "score": 5.700336933135986, "text": "(iii) Fleet cannot supply product at a Competitive Price", "probability": 0.0011175156847770106 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.132871627807617, "probability": 0.6979112184957647 }, { "score": 10.756424903869629, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product.", "probability": 0.17620448665539523 }, { "score": 9.630197525024414, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product.", "probability": 0.05713505194479396 }, { "score": 7.932132720947266, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product", "probability": 0.010457851057326079 }, { "score": 7.489431381225586, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product", "probability": 0.0067170673562213625 }, { "score": 7.480421543121338, "text": "Fleet shall ensure that it has sufficient experienced production staff available to meet the requirements set out in each Production Schedule and at a minimum, to meet the expected non-binding forecast set out below:", "probability": 0.006656819486146374 }, { "score": 7.478272438049316, "text": "Fleet shall ensure that it has sufficient experienced production staff available to meet the requirements set out in each Production Schedule and at a minimum, to meet the expected non-binding forecast set out below:\n\n[***] [***] [***] [***] [***] [***]\n\nN u m b e r o f batches [***] [***] [***] [***] [***] [***]\n\n(b) Non-Active Product Orders. From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date. The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order.", "probability": 0.006642528643386864 }, { "score": 7.070115089416504, "text": "Fleet shall ensure that it has sufficient experienced production staff available to meet the requirements set out in each Production Schedule and at a minimum, to meet the expected non-binding forecast set out below:\n\n[***] [***] [***] [***] [***] [***]", "probability": 0.004416446273366719 }, { "score": 6.899511337280273, "text": "Fleet shall ensure that it has sufficient experienced production staff available to meet the requirements set out in each Production Schedule and at a minimum, to meet the expected non-binding forecast set out below:\n\n[***] [***] [***] [***] [***] [***]\n\nN u m b e r o f batches [***] [***] [***] [***] [***] [***]\n\n(b) Non-Active Product Orders. From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date.", "probability": 0.0037237514335236436 }, { "score": 6.829952239990234, "text": "The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order.", "probability": 0.0034735339764571703 }, { "score": 6.801181793212891, "text": "From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date. The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order.", "probability": 0.00337502275304808 }, { "score": 6.7788190841674805, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product. Fleet shall maintain sufficient stocks of Raw Materials to meet its manufacturing and supply obligations to, and as set out in any Production Schedule by, Columbia; provided however that Fleet shall have a retest date in accordance with the relevant supplier's written instructions (or where none, Fleet's", "probability": 0.0033003857543564084 }, { "score": 6.7019524574279785, "text": "The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order. All provisions of this Agreement that relate to Products shall apply equally to any Products that do not contain any active pharmaceutical ingredient.\"", "probability": 0.0030562012712930108 }, { "score": 6.661761283874512, "text": "The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order.", "probability": 0.0029358046035325622 }, { "score": 6.5942888259887695, "text": "From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date. The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order.", "probability": 0.0027442535267373763 }, { "score": 6.545646667480469, "text": "Fleet shall ensure that it has sufficient experienced production staff available to meet the requirements set out in each Production Schedule and at a minimum, to meet the expected non-binding forecast set out below:\n\n[***] [***] [***] [***] [***] [***]\n\nN u m b e r o f batches [***] [***] [***] [***] [***] [***]\n\n(b) Non-Active Product Orders. From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date. The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order. All provisions of this Agreement that relate to Products shall apply equally to any Products that do not contain any active pharmaceutical ingredient.\"", "probability": 0.0026139616398607236 }, { "score": 6.49737548828125, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product. Fleet shall maintain sufficient stocks of Raw Materials to meet its manufacturing and supply obligations to, and as set out in any Production Schedule by, Columbia; provided however that Fleet shall have a retest date in accordance with the relevant supplier's written instructions (or where none, Fleet's SOPs, which Fleet shall provide to Columbia upon request) for Raw Materials.", "probability": 0.002490779617861622 }, { "score": 6.466289043426514, "text": "From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date. The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order. All provisions of this Agreement that relate to Products shall apply equally to any Products that do not contain any active pharmaceutical ingredient.\"", "probability": 0.0024145412637418353 }, { "score": 6.222420692443848, "text": "From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date.", "probability": 0.0018920122877226636 }, { "score": 6.193611145019531, "text": "Fleet shall ensure that it has sufficient experienced production staff available to meet the requirements set out in each Production Schedule and at a minimum, to meet the expected non-binding forecast set out below:\n\n[***] [***] [***] [***] [***] [***]\n\nN u m b e r o f batches [***] [***] [***] [***] [***] [***]", "probability": 0.0018382819594638011 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.040945053100586, "probability": 0.9992001502899128 }, { "score": 4.044975280761719, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product.", "probability": 0.00033654794348659454 }, { "score": 3.767775535583496, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.000255070727816557 }, { "score": 1.9501241445541382, "text": "The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order.", "probability": 4.1425203660078186e-05 }, { "score": 1.7959520816802979, "text": "Volume adjusted purchase price [***]", "probability": 3.550655817641923e-05 }, { "score": 1.6895595788955688, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product.", "probability": 3.1922941289539346e-05 }, { "score": 1.4743746519088745, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 2.574241413508853e-05 }, { "score": 1.2422199249267578, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product", "probability": 2.04091893963758e-05 }, { "score": 1.0534816980361938, "text": "The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order. All provisions of this Agreement that relate to Products shall apply equally to any Products that do not contain any active pharmaceutical ingredient.\"", "probability": 1.6898874686921352e-05 }, { "score": 0.3681681752204895, "text": "Exhibit A Part 1 - Volume adjusted purchase price [***]", "probability": 8.515887276944167e-06 }, { "score": -0.021593809127807617, "text": "Fleet", "probability": 5.767112523007425e-06 }, { "score": -0.12896215915679932, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 5.1799902599254384e-06 }, { "score": -0.8342655897140503, "text": "\"\"Batch\" means a quantity of [***] kilograms of material (or such other quantity as the Parties may agree in writing from time to time) produced in a process or series of processes that is expected to be homogeneous within specified limits.\"", "probability": 2.558701096091182e-06 }, { "score": -0.8824582099914551, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product. Fleet shall maintain sufficient stocks of Raw Materials to meet its manufacturing and supply obligations to, and as set out in any Production Schedule by, Columbia; provided however that Fleet shall have a retest date in accordance with the relevant supplier's written instructions (or where none, Fleet's SOPs, which Fleet shall provide to Columbia upon request) for Raw Materials. Raw Materials shall not be used beyond their expiration date as provided by the Raw Materials supplier.\n\n(i) [***] costs of Raw Materials shall be included in the Purchase Price.", "probability": 2.4383147516161164e-06 }, { "score": -0.8969979286193848, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event", "probability": 2.403118830637873e-06 }, { "score": -0.9674665927886963, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product", "probability": 2.2396032783778173e-06 }, { "score": -0.9982274770736694, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 2.1717599116107354e-06 }, { "score": -1.1617475748062134, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 1.8441486972347435e-06 }, { "score": -1.2944865226745605, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product. Fleet shall maintain sufficient stocks of Raw Materials to meet its manufacturing and supply obligations to, and as set out in any Production Schedule by, Columbia; provided however that Fleet shall have a retest date in accordance with the relevant supplier's written instructions (or where none, Fleet's SOPs, which Fleet shall provide to Columbia upon request) for Raw Materials. Raw Materials shall not be used beyond their expiration date as provided by the Raw Materials supplier.\n\n(i) [***] costs of Raw Materials shall be included in the Purchase Price. Fleet shall be responsible for [***] of Raw Materials hereunder which Fleet supplies.", "probability": 1.6149093295879934e-06 }, { "score": -1.308578610420227, "text": "(b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 1.592311484987124e-06 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.240711212158203, "probability": 0.7030937176435049 }, { "score": 10.559813499450684, "text": "All right, title and interest in and to the Raw Materials provided by Columbia (including but not limited to the [***] and the [***]) shall remain with Columbia at all times.", "probability": 0.13092078965945148 }, { "score": 9.552323341369629, "text": "All right, title and interest in and to the Product shall remain with Columbia at all times.", "probability": 0.04780366561922983 }, { "score": 9.374871253967285, "text": "All right, title and interest in and to the Raw Materials provided by Columbia (including but not limited to the [***] and the [***]) shall remain with Columbia at all times.", "probability": 0.040030843150565217 }, { "score": 9.221892356872559, "text": "Fleet shall mark each individual unit of the Columbia Equipment in a conspicuous manner to indicate that such machinery and equipment is owned by Columbia.", "probability": 0.03435238122406789 }, { "score": 8.064882278442383, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises.", "probability": 0.010801243433394933 }, { "score": 7.902292728424072, "text": "All right, title and interest in and to the Raw Materials provided by Columbia (including but not limited to the [***] and the [***]) shall remain with Columbia at all times", "probability": 0.009180408570260661 }, { "score": 7.818541526794434, "text": "Fleet shall mark each individual unit of the Columbia Equipment in a conspicuous manner to indicate that such machinery and equipment is owned by Columbia.", "probability": 0.008442854890471807 }, { "score": 7.173446178436279, "text": "All right, title and interest in and to the Product shall remain with Columbia at all times", "probability": 0.00442922736978004 }, { "score": 6.778833389282227, "text": "All right, title and interest in and to the Raw Materials provided by Columbia (including but not limited to the [***] and the [***]) shall remain with Columbia at all times", "probability": 0.00298503768353439 }, { "score": 6.68436861038208, "text": "If requested by Columbia, Fleet shall transfer to Columbia or the alternative manufacturer all technology and know-how necessary or useful to give Columbia or the alternative manufacturer the capability of manufacturing the Product.", "probability": 0.0027159657309990433 }, { "score": 5.799078464508057, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia.", "probability": 0.0011205923688983137 }, { "score": 5.576799392700195, "text": "Fleet shall mark each individual unit of the Columbia Equipment in a conspicuous manner to indicate that such machinery and equipment is owned by Columbia", "probability": 0.0008972492135041004 }, { "score": 5.548898696899414, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises", "probability": 0.0008725613420361329 }, { "score": 5.472968101501465, "text": "All right, title and interest in and to the Product shall remain with Columbia", "probability": 0.0008087601227429128 }, { "score": 5.106832504272461, "text": "Columbia all quantities of Product as Columbia orders in accordance with this Section 3.1. All right, title and interest in and to the Product shall remain with Columbia at all times.", "probability": 0.0005608013623623473 }, { "score": 4.556729316711426, "text": "All right, title and interest in and to the Raw Materials provided by Columbia (including but not limited to the [***] and the [***]) shall remain with Columbia", "probability": 0.00032352085462571074 }, { "score": 4.5073699951171875, "text": "If requested by Columbia, Fleet shall transfer to Columbia or the alternative manufacturer all technology and know-how necessary or useful to give Columbia or the alternative manufacturer the capability of manufacturing the Product", "probability": 0.00030793978354283984 }, { "score": 3.980045795440674, "text": "All right, title and interest in and to the Raw Materials provided by Columbia (including but not limited to the [***] and the [***]) shall remain with Columbia at all times. Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product.", "probability": 0.00018174053830338955 }, { "score": 3.917370080947876, "text": "All right, title and interest in and to the Raw Materials provided by Columbia (including but not limited to the [***] and the [***]) shall remain with Columbia", "probability": 0.00017069943872428397 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.159333229064941, "probability": 0.9997551367210203 }, { "score": 3.6187620162963867, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises.", "probability": 0.0001953307844499711 }, { "score": 0.697285532951355, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 1.051936630773365e-05 }, { "score": 0.5223681926727295, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises", "probability": 8.83128586252922e-06 }, { "score": 0.4622887372970581, "text": "Fleet shall mark each individual unit of the Columbia Equipment in a conspicuous manner to indicate that such machinery and equipment is owned by Columbia.", "probability": 8.316331007817721e-06 }, { "score": 0.3404572010040283, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia.", "probability": 7.3624270207788334e-06 }, { "score": 0.030631661415100098, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises.", "probability": 5.4008918484385635e-06 }, { "score": -0.9059884548187256, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.\n\n3A.4 Fleet will at all times ensure that the Columbia Equipment meets and is operated and maintained in accordance with Applicable Laws and cGMP and GDP.\n\n3A.5 Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 2.116881427324526e-06 }, { "score": -1.0768146514892578, "text": "The", "probability": 1.7844634541695385e-06 }, { "score": -1.7688050270080566, "text": "Notw i ths tand ing the ob l iga t ions o f confidentiality and non-use set out in Section 11.1, a Receiving Party may:", "probability": 8.932644624661124e-07 }, { "score": -1.7861196994781494, "text": "Columbia has provided Fleet with the machinery, equipment and materials listed in Exhibit B, which Fleet uses to manufacture Products (\"Columbia Equipment\"). Any additional machinery, equipment and materials provided by Columbia to Fleet during the Term shall be Columbia Equipment unless otherwise agreed in writing by both Parties. During the Term, Columbia shall review and update Exhibit B in December of each year to include any additional machinery, equipment and materials provided to Fleet.\n\n3A.2 The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises.", "probability": 8.779310107922375e-07 }, { "score": -2.0856220722198486, "text": "Fleet shall mark each individual unit of the Columbia Equipment in a conspicuous manner to indicate that such machinery and equipment is owned by Columbia", "probability": 6.507110202820146e-07 }, { "score": -2.162952423095703, "text": "Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 6.022877321612502e-07 }, { "score": -2.219308853149414, "text": "Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 5.692836758481014e-07 }, { "score": -2.5614187717437744, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 4.0434518961130316e-07 }, { "score": -2.8946688175201416, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia.", "probability": 2.897501202110935e-07 }, { "score": -2.9803009033203125, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia", "probability": 2.659708752639797e-07 }, { "score": -3.0519723892211914, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment", "probability": 2.475754354823384e-07 }, { "score": -3.185141086578369, "text": "\"12.1 Term. Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 2.1670709043119201e-07 }, { "score": -3.3540868759155273, "text": "\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 1.830209887162106e-07 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__License Grant": [ { "text": "", "score": 11.743165016174316, "probability": 0.9945278457174411 }, { "score": 5.818234443664551, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 0.0026573716295712215 }, { "score": 5.771618843078613, "text": "To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product.", "probability": 0.0025363395625653557 }, { "score": 2.4491515159606934, "text": "To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product", "probability": 9.146989267997318e-05 }, { "score": 2.154618263244629, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 6.813401834991871e-05 }, { "score": 1.7566139698028564, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 4.576283643717161e-05 }, { "score": 0.4910130500793457, "text": "Columbia has provided Fleet with the machinery, equipment and materials listed in Exhibit B, which Fleet uses to manufacture Products (\"Columbia Equipment\"). Any additional machinery, equipment and materials provided by Columbia to Fleet during the Term shall be Columbia Equipment unless otherwise agreed in writing by both Parties. During the Term, Columbia shall review and update Exhibit B in December of each year to include any additional machinery, equipment and materials provided to Fleet.\n\n3A.2 The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 1.29083115553187e-05 }, { "score": 0.18513154983520508, "text": "Fleet", "probability": 9.506634376215519e-06 }, { "score": -0.12521839141845703, "text": "To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product. Fleet undertakes to notify Columbia and to provide Columbia with specific details of any changes to be made to the batch manufacturing records and any other filings made by Fleet with the Regulatory Authorities to the extent that they relate to the Product.", "probability": 6.9701724694507195e-06 }, { "score": -0.2201157808303833, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 6.3391366214596574e-06 }, { "score": -0.2580137252807617, "text": "To", "probability": 6.1033917127689775e-06 }, { "score": -0.3539186716079712, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 5.545238817288269e-06 }, { "score": -0.48113346099853516, "text": "To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product. Fleet undertakes to notify Columbia and to provide Columbia with specific details of any changes to be made to the batch manufacturing records and any other filings made by Fleet with the Regulatory Authorities to the extent that they relate to the Product.\n\n2.2 (d) Material Change in Manufacturing Process. Fleet shall provide reasonable notice to Columbia and shall consult with Columbia before Fleet makes any material change in any manufacturing process for the Product.\"", "probability": 4.882829656331028e-06 }, { "score": -0.526034951210022, "text": "Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product.", "probability": 4.668432719341405e-06 }, { "score": -0.7840412855148315, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 3.6067860138207977e-06 }, { "score": -0.8352017402648926, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 3.4269019113025174e-06 }, { "score": -1.002620816230774, "text": "3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 2.8986280655077227e-06 }, { "score": -1.1704473495483398, "text": "Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 2.4507914442918357e-06 }, { "score": -1.402877926826477, "text": "\"2.2 (b) Compliance with Brazilian Regulatory Authorities Regulations. Fleet hereby warrants that the facilities where the Product is manufactured complies in full with the relevant standards stipulated by the Brazil National Health Surveillance Agency (\"ANVISA\") and undertakes to ensure the facilities will continue to do so throughout the Term.\n\n2.2 (c) Compliance with Regulatory Approvals. To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product.", "probability": 1.942508994455494e-06 }, { "score": -1.4644137620925903, "text": "During the Term, Columbia shall review and update Exhibit B in December of each year to include any additional machinery, equipment and materials provided to Fleet.\n\n3A.2 The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 1.8265785979585954e-06 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.021894454956055, "probability": 0.999058191150421 }, { "score": 3.889462471008301, "text": "Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer.", "probability": 0.00029357593302251875 }, { "score": 3.2480504512786865, "text": "Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet.\"", "probability": 0.00015458193844195136 }, { "score": 3.1141104698181152, "text": "Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer. If requested by Columbia, Fleet shall transfer to Columbia or the alternative manufacturer all technology and know-how necessary or useful to give Columbia or the alternative manufacturer the capability of manufacturing the Product.", "probability": 0.00013520394202806772 }, { "score": 2.375568389892578, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).", "probability": 6.460179780955625e-05 }, { "score": 1.9733397960662842, "text": "Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer.", "probability": 4.3207480779225664e-05 }, { "score": 1.8772120475769043, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).\n\n12.3 (e) Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer.", "probability": 3.924742739307896e-05 }, { "score": 1.503987431526184, "text": "Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet.\"", "probability": 2.702226840725005e-05 }, { "score": 1.4305698871612549, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement. Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet.\"", "probability": 2.5109436647644972e-05 }, { "score": 1.1290860176086426, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement.", "probability": 1.8573946407267916e-05 }, { "score": 1.0513783693313599, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product. Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).", "probability": 1.718526309418332e-05 }, { "score": 1.0415581464767456, "text": "Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer. If requested by Columbia, Fleet shall transfer to Columbia or the alternative manufacturer all technology and know-how necessary or useful to give Columbia or the alternative manufacturer the capability of manufacturing the Product.", "probability": 1.7017325920626025e-05 }, { "score": 1.013598084449768, "text": "Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer", "probability": 1.6548110644081253e-05 }, { "score": 0.9454303979873657, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).\n\n12.3 (e) Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer. If requested by Columbia, Fleet shall transfer to Columbia or the alternative manufacturer all technology and know-how necessary or useful to give Columbia or the alternative manufacturer the capability of manufacturing the Product.", "probability": 1.5457653430589572e-05 }, { "score": 0.9174703359603882, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).\n\n12.3 (e) Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer", "probability": 1.503144268731549e-05 }, { "score": 0.8409407138824463, "text": "Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement. Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet.\"", "probability": 1.3924008275192723e-05 }, { "score": 0.744542121887207, "text": "Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer", "probability": 1.2644419508476754e-05 }, { "score": 0.6589781045913696, "text": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder.", "probability": 1.1607505966923458e-05 }, { "score": 0.589499831199646, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 1.0828414826737707e-05 }, { "score": 0.5530219078063965, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product. Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).\n\n12.3 (e) Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer.", "probability": 1.044053428829165e-05 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.077779769897461, "probability": 0.9992756744462761 }, { "score": 4.608510971069336, "text": "To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product.", "probability": 0.0005699320659215024 }, { "score": 2.0133631229400635, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 4.25367889140271e-05 }, { "score": 1.9051594734191895, "text": "Columbia shall defend, indemnify and hold harmless Fleet and its Affiliates, and their respective successors and permitted assigns (and the respective officers, directors,", "probability": 3.817442059864231e-05 }, { "score": 1.5174905061721802, "text": "To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product", "probability": 2.590657263583535e-05 }, { "score": 0.5858684778213501, "text": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder.", "probability": 1.0204968177003523e-05 }, { "score": 0.3897002935409546, "text": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder. Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder.", "probability": 8.38719798251463e-06 }, { "score": -0.010844707489013672, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 5.619043718482213e-06 }, { "score": -0.09262490272521973, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product.", "probability": 5.177805393746637e-06 }, { "score": -0.46919989585876465, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 3.5530496967445894e-06 }, { "score": -0.9705386161804199, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives.", "probability": 2.1521505195495606e-06 }, { "score": -1.0625293254852295, "text": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder. Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder", "probability": 1.963005809081205e-06 }, { "score": -1.0926897525787354, "text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder.", "probability": 1.9046846322214342e-06 }, { "score": -1.1585946083068848, "text": "To", "probability": 1.7832037245134359e-06 }, { "score": -1.3256789445877075, "text": "Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 1.5088190450656305e-06 }, { "score": -1.3566322326660156, "text": "Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product.", "probability": 1.46283153845937e-06 }, { "score": -1.5881379842758179, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 1.1605200409107002e-06 }, { "score": -1.7222621440887451, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 1.0148532857368076e-06 }, { "score": -1.7723920345306396, "text": "Fleet hereby warrants that the facilities where the Product is manufactured complies in full with the relevant standards stipulated by the Brazil National Health Surveillance Agency (\"ANVISA\") and undertakes to ensure the facilities will continue to do so throughout the Term.\n\n2.2 (c) Compliance with Regulatory Approvals. To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product.", "probability": 9.652329242701884e-07 }, { "score": -1.8221946954727173, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 9.183391653682906e-07 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.190303802490234, "probability": 0.9993829478427797 }, { "score": 4.327762603759766, "text": "Columbia shall defend, indemnify and hold harmless Fleet and its Affiliates, and their respective successors and permitted assigns (and the respective officers, directors,", "probability": 0.0003846570340498579 }, { "score": 2.0569663047790527, "text": "Columbia shall defend, indemnify and hold harmless Fleet and its Affiliates, and their respective successors and permitted assigns (and the respective officers, directors,", "probability": 3.970812464016745e-05 }, { "score": 1.7427910566329956, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 2.900245754986523e-05 }, { "score": 1.7228745222091675, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product.", "probability": 2.8430543285661637e-05 }, { "score": 1.7223386764526367, "text": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder. Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder.", "probability": 2.8415312980597742e-05 }, { "score": 1.476976990699768, "text": "Columbia Laboratories, (Bermuda) Ltd.,", "probability": 2.223275170155775e-05 }, { "score": 1.2985533475875854, "text": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder.", "probability": 1.8599651806241165e-05 }, { "score": 0.9277064204216003, "text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder.", "probability": 1.2836541819454248e-05 }, { "score": 0.7570663690567017, "text": "To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product.", "probability": 1.0822809328618663e-05 }, { "score": 0.6463974714279175, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 9.68895894669753e-06 }, { "score": 0.18375420570373535, "text": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder. Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder", "probability": 6.100335188264935e-06 }, { "score": -0.03248703479766846, "text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder.", "probability": 4.914069798780358e-06 }, { "score": -0.17335748672485352, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives. In the event of any loss or damage of any item of the Columbia Equipment due to the negligence or wilful misconduct (including negligence or intentional misconduct in relation to the operation, inspection or maintenance of the Columbia Equipment) of Fleet, its Affiliates, employees, contractors or representatives, Fleet shall repair or replace such items of Columbia Equipment, at Fleet's sole cost and expense, promptly taking into account the quantities of stock held by Fleet at the time of such loss or damage.\"", "probability": 4.268370020471416e-06 }, { "score": -0.2821313142776489, "text": "In the event of any loss or damage of any item of the Columbia Equipment due to the negligence or wilful misconduct (including negligence or intentional misconduct in relation to the operation, inspection or maintenance of the Columbia Equipment) of Fleet, its Affiliates, employees, contractors or representatives, Fleet shall repair or replace such items of Columbia Equipment, at Fleet's sole cost and expense, promptly taking into account the quantities of stock held by Fleet at the time of such loss or damage.\"", "probability": 3.828443020908648e-06 }, { "score": -0.3588368892669678, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product", "probability": 3.5457603550313566e-06 }, { "score": -0.41039133071899414, "text": "To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product.", "probability": 3.3675927854683255e-06 }, { "score": -0.6108779907226562, "text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder", "probability": 2.7558103082585615e-06 }, { "score": -0.9013895392417908, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 2.061017872475251e-06 }, { "score": -1.0276384353637695, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 1.8165717619209877e-06 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.798883438110352, "probability": 0.999894033177057 }, { "score": 2.321197509765625, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 7.653274260576493e-05 }, { "score": 0.47810816764831543, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 1.2117241007285495e-05 }, { "score": -0.5242185592651367, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 4.447324094149126e-06 }, { "score": -1.0924428701400757, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 2.5195448680019574e-06 }, { "score": -1.4569181203842163, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 1.7499776685612903e-06 }, { "score": -1.5600475072860718, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"\n\n18. Section 12.3 (b) of the Existing Agreement (Effect of Expiration and Termination) shall be deleted and replaced by the following:\n\n\"12.3 (b) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination.", "probability": 1.5784978076451579e-06 }, { "score": -1.8748319149017334, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 1.1522185208400426e-06 }, { "score": -2.2454428672790527, "text": "Notw i ths tand ing the ob l iga t ions o f confidentiality and non-use set out in Section 11.1, a Receiving Party may:", "probability": 7.953907943685564e-07 }, { "score": -2.318253517150879, "text": "Notw i ths tand ing the ob l iga t ions o f confidentiality and non-use set out in Section 11.1, a Receiving Party may:", "probability": 7.395359606121869e-07 }, { "score": -2.3304004669189453, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 7.306071928786976e-07 }, { "score": -2.3424365520477295, "text": "(iv) the Ares Agreement is terminated.\"\n\n18. Section 12.3 (b) of the Existing Agreement (Effect of Expiration and Termination) shall be deleted and replaced by the following:\n\n\"12.3 (b) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination.", "probability": 7.218662513902653e-07 }, { "score": -2.4211323261260986, "text": "Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 6.672361960664505e-07 }, { "score": -2.911436080932617, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 4.086423589308357e-07 }, { "score": -2.9752399921417236, "text": "(b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 3.8338374558204733e-07 }, { "score": -3.1655592918395996, "text": "(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 3.1694147473918827e-07 }, { "score": -3.259899854660034, "text": "(ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 2.884081232832254e-07 }, { "score": -3.2745542526245117, "text": "Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 2.842124931696539e-07 }, { "score": -3.322373867034912, "text": "12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 2.709413994658105e-07 }, { "score": -3.355510711669922, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.\n\n3A.4 Fleet will at all times ensure that the Columbia Equipment meets and is operated and maintained in accordance with Applicable Laws and cGMP and GDP.\n\n3A.5 Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 2.621103805185215e-07 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.052699089050293, "probability": 0.9999615325755646 }, { "score": 0.7190526723861694, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 1.1963085176229877e-05 }, { "score": 0.5311778783798218, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 9.914029539115283e-06 }, { "score": -0.1622767448425293, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 4.955491005986271e-06 }, { "score": -0.42306381464004517, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 3.817933035944765e-06 }, { "score": -1.5898101329803467, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 1.1888219606531528e-06 }, { "score": -1.8340845108032227, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 9.311717775728259e-07 }, { "score": -1.9380316734313965, "text": "Notw i ths tand ing the ob l iga t ions o f confidentiality and non-use set out in Section 11.1, a Receiving Party may:", "probability": 8.39239904252705e-07 }, { "score": -2.4109864234924316, "text": "(iv) the Ares Agreement is terminated", "probability": 5.229792855174616e-07 }, { "score": -2.4213061332702637, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 5.176100432324917e-07 }, { "score": -2.431159019470215, "text": "Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 5.12535132694266e-07 }, { "score": -2.5771541595458984, "text": "the Ares Agreement is terminated.\"", "probability": 4.429133355905722e-07 }, { "score": -2.6055150032043457, "text": "(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 4.305283935562892e-07 }, { "score": -2.623373508453369, "text": "Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.\n\n3A.4 Fleet will at all times ensure that the Columbia Equipment meets and is operated and maintained in accordance with Applicable Laws and cGMP and GDP.\n\n3A.5 Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 4.229080465102612e-07 }, { "score": -2.656996965408325, "text": "\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 4.089248156480142e-07 }, { "score": -2.695194721221924, "text": "(ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 3.935993676158928e-07 }, { "score": -2.9013671875, "text": "(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 3.202689438137189e-07 }, { "score": -2.9532992839813232, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.", "probability": 3.0406119964001533e-07 }, { "score": -2.988792657852173, "text": "Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 2.934583208561176e-07 }, { "score": -3.0080361366271973, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 2.878651505149396e-07 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.229524612426758, "probability": 0.9999880416806 }, { "score": -0.01782628893852234, "text": "Notw i ths tand ing the ob l iga t ions o f confidentiality and non-use set out in Section 11.1, a Receiving Party may:", "probability": 4.797753071481541e-06 }, { "score": -0.11405611038208008, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 4.357584441989171e-06 }, { "score": -2.156292200088501, "text": "(iv) the Ares Agreement is terminated.\"", "probability": 5.653455098153452e-07 }, { "score": -2.514500617980957, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;", "probability": 3.9513546210495186e-07 }, { "score": -2.98990535736084, "text": "If", "probability": 2.456294031486805e-07 }, { "score": -3.0780069828033447, "text": "confidentiality and non-use set out in Section 11.1, a Receiving Party may:", "probability": 2.2491493933475726e-07 }, { "score": -3.173922538757324, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).", "probability": 2.0434438399992087e-07 }, { "score": -3.311142683029175, "text": "Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 1.781429972477898e-07 }, { "score": -3.336045265197754, "text": "(ii) a Change of Control Event with respect to Fleet occurs;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 1.737615576238413e-07 }, { "score": -3.623608112335205, "text": "Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 1.3033670672639894e-07 }, { "score": -3.826873779296875, "text": "\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 1.0636275693554303e-07 }, { "score": -3.964881420135498, "text": "Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense.", "probability": 9.265175047724972e-08 }, { "score": -4.008820056915283, "text": ":", "probability": 8.866890012831863e-08 }, { "score": -4.057260990142822, "text": "Upon the expiration or earlier termination of this Agreement,", "probability": 8.447606805674844e-08 }, { "score": -4.086061477661133, "text": "17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 8.207781727928933e-08 }, { "score": -4.317631244659424, "text": "Each Party shall guard such Confidential Information using the same degree of care as it normally uses to guard its own confidential, proprietary information of like importance, but in any event no less than reasonable care.\n\n11.2 Permitted Disclosures. Notw i ths tand ing the ob l iga t ions o f confidentiality and non-use set out in Section 11.1, a Receiving Party may:", "probability": 6.51112940233593e-08 }, { "score": -4.4037556648254395, "text": "(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"", "probability": 5.973831466967988e-08 }, { "score": -4.51099157333374, "text": "Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 5.366374816371462e-08 }, { "score": -4.530627727508545, "text": "Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense. Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product.", "probability": 5.2620276940212904e-08 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Post-Termination Services": [ { "score": 12.40610122680664, "text": "Upon the expiration or earlier termination of this Agreement,", "probability": 0.27813598783768606 }, { "text": "", "score": 12.36965560913086, "probability": 0.26818164782231796 }, { "score": 11.74061107635498, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "probability": 0.14296788269853614 }, { "score": 11.431135177612305, "text": "Upon the expiration or earlier termination of this Agreement,", "probability": 0.10491432972866595 }, { "score": 11.081216812133789, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 0.07393791424049977 }, { "score": 10.477239608764648, "text": "Upon the expiration or earlier termination of this Agreement,\n\n6\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Fleet shall determine the applicable purchase price for that calendar year and shall notify Juniper in writing of any underpayment or overpayment within [***] of expiration or termination (as applicable).", "probability": 0.04041692128360874 }, { "score": 9.653877258300781, "text": "Fleet shall determine the applicable purchase price for that calendar year and shall notify Juniper in writing of any underpayment or overpayment within [***] of expiration or termination (as applicable).", "probability": 0.01774113918557252 }, { "score": 9.575408935546875, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).", "probability": 0.01640223929213543 }, { "score": 9.420600891113281, "text": "Upon the expiration or earlier termination of this Agreement,\n\n6\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\".", "probability": 0.01404982335747342 }, { "score": 9.29930305480957, "text": "Upon the expiration or earlier termination of this Agreement,\n\n6\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Fleet shall determine the applicable purchase price for that calendar year and shall notify Juniper in writing of any underpayment or overpayment within [***] of expiration or termination (as applicable", "probability": 0.012444913521932333 }, { "score": 8.801326751708984, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product. Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).", "probability": 0.007563512387922557 }, { "score": 8.488363265991211, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).", "probability": 0.0055310197299102545 }, { "score": 8.475940704345703, "text": "Fleet shall determine the applicable purchase price for that calendar year and shall notify Juniper in writing of any underpayment or overpayment within [***] of expiration or termination (as applicable", "probability": 0.005462735308207559 }, { "score": 7.932045936584473, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.00317102496599608 }, { "score": 7.258065223693848, "text": "Upon the expiration or earlier termination of this Agreement", "probability": 0.001616194248022731 }, { "score": 7.251183986663818, "text": "Upon the expiration or earlier termination of this Agreement", "probability": 0.0016051110092459512 }, { "score": 7.207115173339844, "text": "Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).\"", "probability": 0.0015359116376597861 }, { "score": 7.174971580505371, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product.", "probability": 0.0014873269457393579 }, { "score": 7.162843704223633, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).\n\n12.3 (e) Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer. If requested by Columbia, Fleet shall transfer to Columbia or the alternative manufacturer all technology and know-how necessary or useful to give Columbia or the alternative manufacturer the capability of manufacturing the Product.", "probability": 0.0014693977697246435 }, { "score": 7.089121341705322, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).\n\n12.3 (e) Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer.", "probability": 0.0013649670291426387 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Audit Rights": [ { "score": 13.110868453979492, "text": "Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price.", "probability": 0.08459003726797838 }, { "score": 13.022292137145996, "text": "Columbia QA, any other person appointed by Columbia, Columbia's customer, and/or any Regulatory Authority may conduct inspections and audits of Fleet's manufacturing facility, Columbia Equipment, quality control laboratories, and other quality systems relating to the manufacture and storage of the Product according to Columbia's reasonable procedures upon reasonable prior written notice, during normal business hours, provided, however, that Columbia QA, any other person appointed by Columbia and/or any Regulatory Authority may conduct a \"For Cause\" audit during normal business hours upon three (3) business days prior written notice to Fleet.", "probability": 0.07741961560327956 }, { "score": 12.942795753479004, "text": "Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product. Fleet shall promptly notify Columbia of any proposed inspections by any governmental authority of the facilities at which Product is manufactured in sufficient time for Columbia to attend such inspection.\"", "probability": 0.07150331386493411 }, { "score": 12.849032402038574, "text": "Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product.", "probability": 0.06510363891387169 }, { "score": 12.828474044799805, "text": "Columbia QA, any other person appointed by Columbia, Columbia's customer, and/or any Regulatory Authority may conduct inspections and audits of Fleet's manufacturing facility, Columbia Equipment, quality control laboratories, and other quality systems relating to the manufacture and storage of the Product according to Columbia's reasonable procedures upon reasonable prior written notice, during normal business hours, provided, however, that Columbia QA, any other person appointed by Columbia and/or any Regulatory Authority may conduct a \"For Cause\" audit during normal business hours upon three (3) business days prior written notice to Fleet. Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense. Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product. Fleet shall promptly notify Columbia of any proposed inspections by any governmental authority of the facilities at which Product is manufactured in sufficient time for Columbia to attend such inspection.\"", "probability": 0.06377887914817429 }, { "score": 12.762006759643555, "text": "Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense. Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product. Fleet shall promptly notify Columbia of any proposed inspections by any governmental authority of the facilities at which Product is manufactured in sufficient time for Columbia to attend such inspection.\"", "probability": 0.05967748434147002 }, { "score": 12.74060344696045, "text": "Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product.", "probability": 0.05841376066295852 }, { "score": 12.734710693359375, "text": "Columbia QA, any other person appointed by Columbia, Columbia's customer, and/or any Regulatory Authority may conduct inspections and audits of Fleet's manufacturing facility, Columbia Equipment, quality control laboratories, and other quality systems relating to the manufacture and storage of the Product according to Columbia's reasonable procedures upon reasonable prior written notice, during normal business hours, provided, however, that Columbia QA, any other person appointed by Columbia and/or any Regulatory Authority may conduct a \"For Cause\" audit during normal business hours upon three (3) business days prior written notice to Fleet. Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense. Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product.", "probability": 0.0580705549708864 }, { "score": 12.674997329711914, "text": "Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price.", "probability": 0.05470446715901365 }, { "score": 12.668243408203125, "text": "Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense. Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product.", "probability": 0.05433624236205709 }, { "score": 12.623255729675293, "text": "Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product. Fleet shall promptly notify Columbia of any proposed inspections by any governmental authority of the facilities at which Product is manufactured in sufficient time for Columbia to attend such inspection.\"", "probability": 0.05194595091704488 }, { "score": 12.544687271118164, "text": "Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense. Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product.", "probability": 0.048020851077205294 }, { "score": 12.427339553833008, "text": "Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense. Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product. Fleet shall promptly notify Columbia of any proposed inspections by any governmental authority of the facilities at which Product is manufactured in sufficient time for Columbia to attend such inspection.\"", "probability": 0.042703786654726364 }, { "text": "", "score": 12.266153335571289, "probability": 0.03634662594967676 }, { "score": 12.181665420532227, "text": "Fleet shall promptly notify Columbia of any proposed inspections by any governmental authority of the facilities at which Product is manufactured in sufficient time for Columbia to attend such inspection.\"", "probability": 0.033401922674828624 }, { "score": 12.087141036987305, "text": "Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price and any underpayment or overpayment.\"", "probability": 0.030389254632603523 }, { "score": 12.055841445922852, "text": "Fleet shall promptly notify Columbia of any proposed inspections by any governmental authority of the facilities at which Product is manufactured in sufficient time for Columbia to attend such inspection.\"", "probability": 0.02945281492822324 }, { "score": 12.000818252563477, "text": "Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days;", "probability": 0.027876005349278192 }, { "score": 11.96890926361084, "text": "Columbia QA, any other person appointed by Columbia, Columbia's customer, and/or any Regulatory Authority may conduct inspections and audits of Fleet's manufacturing facility, Columbia Equipment, quality control laboratories, and other quality systems relating to the manufacture and storage of the Product according to Columbia's reasonable procedures upon reasonable prior written notice, during normal business hours, provided, however, that Columbia QA, any other person appointed by Columbia and/or any Regulatory Authority may conduct a \"For Cause\" audit during normal business hours upon three (3) business days prior written notice to Fleet. Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense.", "probability": 0.027000551899539073 }, { "score": 11.90244197845459, "text": "Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense.", "probability": 0.025264241622250536 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.34742259979248, "probability": 0.7776044345652687 }, { "score": 9.825179100036621, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement.", "probability": 0.06242553811179371 }, { "score": 9.312612533569336, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.", "probability": 0.03739017202450347 }, { "score": 9.173211097717285, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement.", "probability": 0.032524916396014264 }, { "score": 9.13479995727539, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives.", "probability": 0.03129928686749066 }, { "score": 9.046597480773926, "text": "In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.", "probability": 0.028656859454484335 }, { "score": 8.569758415222168, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.", "probability": 0.017788528290074948 }, { "score": 7.425952434539795, "text": "In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.", "probability": 0.005667498228142374 }, { "score": 7.11900520324707, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives.", "probability": 0.004169518491469501 }, { "score": 4.932068824768066, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"\n\n25. All other terms and conditions of the Existing Agreement remain in full force and effect. Except as expressly provided in this Amendment, the Existing Agreement shall remain unmodified and is hereby ratified and affirmed. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Columbia or Fleet under the Existing Agreement.", "probability": 0.00046807075012620313 }, { "score": 4.666053771972656, "text": "In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"\n\n25. All other terms and conditions of the Existing Agreement remain in full force and effect. Except as expressly provided in this Amendment, the Existing Agreement shall remain unmodified and is hereby ratified and affirmed. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Columbia or Fleet under the Existing Agreement.", "probability": 0.0003587423372198242 }, { "score": 4.410130023956299, "text": "(ii) product liability claims, including, wrongful death, resulting from the use of a finished pharmaceutical product containing a Product (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (iii) any breach by Columbia of its representations, warranties, covenants, agreements or obligations under this Agreement (except to the extent any such breach is due to the negligence, breach or wilful misconduct of Fleet); and (iv) any claims of infringement or misappropriation relating to the Intellectual Property.\"", "probability": 0.0002777386765420915 }, { "score": 4.393802642822266, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of (i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (ii) product liability claims, including, wrongful death, resulting from the use of a finished pharmaceutical product containing a Product (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct);", "probability": 0.000273240750909821 }, { "score": 4.370423793792725, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of (i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct);", "probability": 0.00026692679078859337 }, { "score": 4.133166313171387, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement", "probability": 0.00021054869328243544 }, { "score": 4.062404632568359, "text": "(b) A material breach of this Section 13.13 shall be deemed a material breach of this Agreement.", "probability": 0.0001961648285432355 }, { "score": 3.549837589263916, "text": "(b) A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.", "probability": 0.00011749411232670868 }, { "score": 3.453876495361328, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect", "probability": 0.00010674332603420341 }, { "score": 3.425424575805664, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives. In the event of any loss or damage of any item of the Columbia Equipment due to the negligence or wilful misconduct (including negligence or intentional misconduct in relation to the operation, inspection or maintenance of the Columbia Equipment) of Fleet, its Affiliates, employees, contractors or representatives, Fleet shall repair or replace such items of Columbia Equipment, at Fleet's sole cost and expense, promptly taking into account the quantities of stock held by Fleet at the time of such loss or damage.\"", "probability": 0.0001037490716389772 }, { "score": 3.3249151706695557, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"", "probability": 9.382823334548167e-05 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.175901412963867, "probability": 0.8614823703670645 }, { "score": 10.264487266540527, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives.", "probability": 0.12738836920610414 }, { "score": 7.449002742767334, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives. In the event of any loss or damage of any item of the Columbia Equipment due to the negligence or wilful misconduct (including negligence or intentional misconduct in relation to the operation, inspection or maintenance of the Columbia Equipment) of Fleet, its Affiliates, employees, contractors or representatives, Fleet shall repair or replace such items of Columbia Equipment, at Fleet's sole cost and expense, promptly taking into account the quantities of stock held by Fleet at the time of such loss or damage.\"", "probability": 0.007627467843084663 }, { "score": 5.031829833984375, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.", "probability": 0.0006801669562158033 }, { "score": 4.917588233947754, "text": "In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.", "probability": 0.0006067377724345893 }, { "score": 4.656009674072266, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives", "probability": 0.0004670882126283254 }, { "score": 4.610935688018799, "text": "A material breach of this Section 13.13 shall be deemed a material breach of this Agreement.", "probability": 0.0004465021189148674 }, { "score": 4.121809005737305, "text": "Claims relating to quantity, weight and loss or damage to any Product sold under this Agreement shall be waived by Columbia unless made within [***] of receipt of Product by Columbia.\"", "probability": 0.00027377797388941866 }, { "score": 3.700194835662842, "text": "In the event of any loss or damage of any item of the Columbia Equipment due to the negligence or wilful misconduct (including negligence or intentional misconduct in relation to the operation, inspection or maintenance of the Columbia Equipment) of Fleet, its Affiliates, employees, contractors or representatives, Fleet shall repair or replace such items of Columbia Equipment, at Fleet's sole cost and expense, promptly taking into account the quantities of stock held by Fleet at the time of such loss or damage.\"", "probability": 0.0001795948164041528 }, { "score": 3.5160562992095947, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 0.00014939066046239864 }, { "score": 3.5124335289001465, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.0001488504315666197 }, { "score": 3.325047492980957, "text": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives. In", "probability": 0.00012341540614434825 }, { "score": 3.1419875621795654, "text": "Columbia", "probability": 0.00010277026087571573 }, { "score": 3.0529654026031494, "text": "3A.9 Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives.", "probability": 9.401683486092024e-05 }, { "score": 2.9484503269195557, "text": "(ii) product liability claims, including, wrongful death, resulting from the use of a finished pharmaceutical product containing a Product (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (iii) any breach by Columbia of its representations, warranties, covenants, agreements or obligations under this Agreement (except to the extent any such breach is due to the negligence, breach or wilful misconduct of Fleet); and (iv) any claims of infringement or misappropriation relating to the Intellectual Property.\"", "probability": 8.468671865488309e-05 }, { "score": 2.0300354957580566, "text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate.", "probability": 3.3802810626248526e-05 }, { "score": 1.9360637664794922, "text": "Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).\"", "probability": 3.077098573403255e-05 }, { "score": 1.8772084712982178, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of (i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct);", "probability": 2.9012214448605893e-05 }, { "score": 1.7774238586425781, "text": "\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate.", "probability": 2.6256992027956276e-05 }, { "score": 1.7264221906661987, "text": "Section 10.1 (b) of the Existing Agreement (Columbia's Indemnity Obligations) shall be deleted and replaced by the following:\n\n\"10.1 (b) Columbia's Indemnity Obligations. Columbia shall defend, indemnify and hold harmless Fleet and its Affiliates, and their respective successors and permitted assigns (and the respective officers, directors,", "probability": 2.4951417858096495e-05 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.138675689697266, "probability": 0.9964162172840425 }, { "score": 6.202679634094238, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 0.0026331188115805582 }, { "score": 4.10812520980835, "text": "Upon the expiration or earlier termination of this Agreement,", "probability": 0.00032420299851516356 }, { "score": 4.055991172790527, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 0.0003077340146933691 }, { "score": 3.443570852279663, "text": "In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice.", "probability": 0.00016680333783027638 }, { "score": 1.7947871685028076, "text": "In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice. Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price and any underpayment or overpayment.\"", "probability": 3.2073553655992197e-05 }, { "score": 1.4823652505874634, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"\n\n20. The following new Sections 12.3 (d) and 12.3 (e) shall be added to Section 12.3 of the Existing Agreement (Effect of Expiration and Termination):\n\n\"12.3 (d) If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product.", "probability": 2.346734543829962e-05 }, { "score": 1.3756701946258545, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products", "probability": 2.109244338750765e-05 }, { "score": 1.2173136472702026, "text": "In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice. In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice.", "probability": 1.8003357993436924e-05 }, { "score": 0.9115654230117798, "text": "Section 12.3 (c) of the Existing Agreement (Effect of Expiration and Termination) shall be deleted and replaced by the following:\n\n\"12.3 (c) If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 1.3260770251637334e-05 }, { "score": 0.34769558906555176, "text": "\"12.3 (c) If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 7.545416082484631e-06 }, { "score": 0.15729308128356934, "text": "Upon the expiration or earlier termination of this Agreement,\n\n6\n\n\n\n\n\nCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\".", "probability": 6.237239705970825e-06 }, { "score": 0.08463287353515625, "text": "If", "probability": 5.80011370663706e-06 }, { "score": -0.131178617477417, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product.", "probability": 4.674237421035164e-06 }, { "score": -0.30660128593444824, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of", "probability": 3.92216329472821e-06 }, { "score": -0.31843793392181396, "text": "In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice.", "probability": 3.876011707348985e-06 }, { "score": -0.3566458225250244, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 3.7307109767948063e-06 }, { "score": -0.4314701557159424, "text": "In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice. In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice. Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price and any underpayment or overpayment.\"", "probability": 3.461750869415222e-06 }, { "score": -0.6715255975723267, "text": "\"12.3 (c) If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 2.7229587118825417e-06 }, { "score": -0.952735185623169, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of (i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct);", "probability": 2.055480134590205e-06 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Warranty Duration": [ { "score": 13.794907569885254, "text": "Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications.", "probability": 0.529753883377466 }, { "score": 12.830055236816406, "text": "Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications.", "probability": 0.2018571349864495 }, { "score": 12.250211715698242, "text": "Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days;", "probability": 0.11303716670411518 }, { "text": "", "score": 11.860404968261719, "probability": 0.07654738233938237 }, { "score": 10.765400886535645, "text": "Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications", "probability": 0.025608026675598253 }, { "score": 10.409435272216797, "text": "Fleet shall maintain sufficient stocks of Raw Materials to meet its manufacturing and supply obligations to, and as set out in any Production Schedule by, Columbia; provided however that Fleet shall have a retest date in accordance with the relevant supplier's written instructions (or where none, Fleet's SOPs, which Fleet shall provide to Columbia upon request) for Raw Materials. Raw Materials shall not be used beyond their expiration date as provided by the Raw Materials supplier.\n\n(i) [***] costs of Raw Materials shall be included in the Purchase Price. Fleet shall be responsible for [***] of Raw Materials hereunder which Fleet supplies. For the avoidance of doubt, Columbia shall be responsible for all such costs only in respect of [***] and [***] provided by Columbia to Fleet. Fleet shall not use any Raw Materials purchased directly by Columbia except for the manufacture of Product hereunder. Columbia will be responsible for all retesting costs associated with the Raw Materials supplied by Columbia.\n\n(ii) Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications.", "probability": 0.017938338355888858 }, { "score": 10.15780258178711, "text": "Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications", "probability": 0.013947601243470262 }, { "score": 9.488162994384766, "text": "(d) Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days;", "probability": 0.007139679962775138 }, { "score": 9.138126373291016, "text": "From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date.", "probability": 0.005031063187760695 }, { "score": 8.706315994262695, "text": "Claims relating to quantity, weight and loss or damage to any Product sold under this Agreement shall be waived by Columbia unless made within [***] of receipt of Product by Columbia.\"", "probability": 0.00326683279747149 }, { "score": 7.727445602416992, "text": "Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days", "probability": 0.0012274643779167913 }, { "score": 7.5096611976623535, "text": "All risk of loss in the Product shall pass to Columbia upon receipt of the Product at Fleet's facility by the carrier designated by Columbia. The weights, tariffs and tests affixed by Fleet's invoice shall govern unless established to be incorrect. Claims relating to quantity, weight and loss or damage to any Product sold under this Agreement shall be waived by Columbia unless made within [***] of receipt of Product by Columbia.\"", "probability": 0.0009872481580885395 }, { "score": 7.3799285888671875, "text": "Fleet shall maintain sufficient stocks of Raw Materials to meet its manufacturing and supply obligations to, and as set out in any Production Schedule by, Columbia; provided however that Fleet shall have a retest date in accordance with the relevant supplier's written instructions (or where none, Fleet's SOPs, which Fleet shall provide to Columbia upon request) for Raw Materials. Raw Materials shall not be used beyond their expiration date as provided by the Raw Materials supplier.\n\n(i) [***] costs of Raw Materials shall be included in the Purchase Price. Fleet shall be responsible for [***] of Raw Materials hereunder which Fleet supplies. For the avoidance of doubt, Columbia shall be responsible for all such costs only in respect of [***] and [***] provided by Columbia to Fleet. Fleet shall not use any Raw Materials purchased directly by Columbia except for the manufacture of Product hereunder. Columbia will be responsible for all retesting costs associated with the Raw Materials supplied by Columbia.\n\n(ii) Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications", "probability": 0.0008671299287223858 }, { "score": 7.03316593170166, "text": "Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product. Fleet shall maintain sufficient stocks of Raw Materials to meet its manufacturing and supply obligations to, and as set out in any Production Schedule by, Columbia; provided however that Fleet shall have a retest date in accordance with the relevant supplier's written instructions (or where none, Fleet's SOPs, which Fleet shall provide to Columbia upon request) for Raw Materials. Raw Materials shall not be used beyond their expiration date as provided by the Raw Materials supplier.\n\n(i) [***] costs of Raw Materials shall be included in the Purchase Price. Fleet shall be responsible for [***] of Raw Materials hereunder which Fleet supplies. For the avoidance of doubt, Columbia shall be responsible for all such costs only in respect of [***] and [***] provided by Columbia to Fleet. Fleet shall not use any Raw Materials purchased directly by Columbia except for the manufacture of Product hereunder. Columbia will be responsible for all retesting costs associated with the Raw Materials supplied by Columbia.\n\n(ii) Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications.", "probability": 0.0006130375367140135 }, { "score": 6.9843292236328125, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.0005838180992576938 }, { "score": 6.795173168182373, "text": "(ii) Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications.", "probability": 0.00048320133284395525 }, { "score": 6.500200271606445, "text": "Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days;\n\n(e) Fleet shall inform Columbia of the need for any overhauls, replacements and repairs and shall perform all such overhauls, replacements and repairs as reasonably instructed by Columbia (the reasonable agreed costs of which shall be borne by Columbia); and\n\n(f) if an overhaul of the Columbia Equipment is required, Fleet shall provide reasonable notice to Columbia and shall manufacture adequate stocks of Product in advance to ensure continuity of supply in accordance with orders placed by Columbia pursuant to the terms of this Agreement.", "probability": 0.0003597684062314942 }, { "score": 6.456910610198975, "text": "(ii) Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications.", "probability": 0.00034452644364591075 }, { "score": 5.9518632888793945, "text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.00020791379063463038 }, { "score": 5.906949996948242, "text": "Columbia will be responsible for all retesting costs associated with the Raw Materials supplied by Columbia.\n\n(ii) Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications.", "probability": 0.00019878229556682093 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Insurance": [ { "score": 12.648487091064453, "text": "Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).\"", "probability": 0.296888477565859 }, { "text": "", "score": 12.120351791381836, "probability": 0.17507619377936257 }, { "score": 11.763525009155273, "text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate.", "probability": 0.12253472876955535 }, { "score": 11.556842803955078, "text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate. Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).\"", "probability": 0.09965480704328714 }, { "score": 11.249273300170898, "text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate.", "probability": 0.07326937961158535 }, { "score": 10.940195083618164, "text": "\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate. Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).\"", "probability": 0.05378876220648518 }, { "score": 10.632623672485352, "text": "\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate.", "probability": 0.0395471311107604 }, { "score": 10.503238677978516, "text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate", "probability": 0.034747518479153035 }, { "score": 10.424507141113281, "text": "Section 8 of the Existing Agreement (Insurance) shall be deleted and replaced by the following:\n\n\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate.", "probability": 0.03211671534694955 }, { "score": 10.076108932495117, "text": "Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration", "probability": 0.02266854800548571 }, { "score": 9.578454971313477, "text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate", "probability": 0.013781463328192458 }, { "score": 9.164220809936523, "text": "Section 8 of the Existing Agreement (Insurance) shall be deleted and replaced by the following:\n\n\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate", "probability": 0.009107427512298047 }, { "score": 8.984464645385742, "text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate. Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration", "probability": 0.007609018025756987 }, { "score": 8.961806297302246, "text": "\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate", "probability": 0.007438548815298958 }, { "score": 8.6566162109375, "text": "\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate.", "probability": 0.005482086034456591 }, { "score": 8.367815971374512, "text": "\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate. Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration", "probability": 0.004106969678996096 }, { "score": 7.396329879760742, "text": "\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate", "probability": 0.0015545705915327049 }, { "score": 5.646153450012207, "text": "Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (", "probability": 0.0002700962048532756 }, { "score": 5.294599533081055, "text": "Section 8 of the Existing Agreement (Insurance) shall be deleted and replaced by the following:", "probability": 0.00019003804574416772 }, { "score": 5.1684770584106445, "text": "Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities", "probability": 0.0001675198443875818 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.146528244018555, "probability": 0.5051627020263405 }, { "score": 11.617700576782227, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia.", "probability": 0.297690064237222 }, { "score": 11.047986030578613, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia.", "probability": 0.16839936755276208 }, { "score": 8.247990608215332, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia", "probability": 0.010240422963759443 }, { "score": 8.06434440612793, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia.", "probability": 0.008522389180059115 }, { "score": 7.554644584655762, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia", "probability": 0.00511919346488608 }, { "score": 6.781734466552734, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 0.0023633657827713634 }, { "score": 5.597168445587158, "text": "stockholders, partners and employees of each) from and against any and all Damages arising out of (i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (ii) product liability claims, including, wrongful death, resulting from the use of a finished pharmaceutical product containing a Product (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (iii) any breach by Columbia of its representations, warranties, covenants, agreements or obligations under this Agreement (except to the extent any such breach is due to the negligence, breach or wilful misconduct of Fleet); and (iv) any claims of infringement or misappropriation relating to the Intellectual Property.\"", "probability": 0.0007229037158317029 }, { "score": 4.9500226974487305, "text": "The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Columbia or Fleet under the Existing Agreement.", "probability": 0.00037846753334118085 }, { "score": 4.571002960205078, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia", "probability": 0.00025907317604447193 }, { "score": 4.246877193450928, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 0.0001873511733375682 }, { "score": 3.8858401775360107, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 0.00013057499971187554 }, { "score": 3.8055810928344727, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises.", "probability": 0.00012050469169659946 }, { "score": 3.79809308052063, "text": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises. Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.", "probability": 0.0001196057210334583 }, { "score": 3.75285005569458, "text": "Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia.", "probability": 0.00011431498336581513 }, { "score": 3.6740810871124268, "text": "Fleet", "probability": 0.00010565601563187959 }, { "score": 3.6016666889190674, "text": "Fleet", "probability": 9.827545326410724e-05 }, { "score": 3.5446808338165283, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.\n\n3A.4 Fleet will at all times ensure that the Columbia Equipment meets and is operated and maintained in accordance with Applicable Laws and cGMP and GDP.\n\n3A.5 Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 9.283172340350454e-05 }, { "score": 3.491895914077759, "text": "Claims relating to quantity, weight and loss or damage to any Product sold under this Agreement shall be waived by Columbia unless made within [***] of receipt of Product by Columbia.\"", "probability": 8.805868864929693e-05 }, { "score": 3.455094575881958, "text": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including", "probability": 8.487691688811684e-05 } ], "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.055221557617188, "probability": 0.9924181280467749 }, { "score": 6.982612133026123, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product.", "probability": 0.006218539635745328 }, { "score": 5.228952407836914, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product. Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).", "probability": 0.001076672610075907 }, { "score": 2.6027135848999023, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product", "probability": 7.789734146746485e-05 }, { "score": 2.594653844833374, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).", "probability": 7.727203244243675e-05 }, { "score": 2.3327112197875977, "text": "If", "probability": 5.946509249783022e-05 }, { "score": 1.2323322296142578, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product. Fleet", "probability": 1.9786709392339653e-05 }, { "score": 0.334530234336853, "text": "Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"\n\n20. The following new Sections 12.3 (d) and 12.3 (e) shall be added to Section 12.3 of the Existing Agreement (Effect of Expiration and Termination):\n\n\"12.3 (d) If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product.", "probability": 8.062377387284915e-06 }, { "score": 0.11416053771972656, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses,", "probability": 6.467817837138299e-06 }, { "score": 0.09839153289794922, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment", "probability": 6.366626724899065e-06 }, { "score": -0.04321455955505371, "text": "Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product.", "probability": 5.525996981890297e-06 }, { "score": -0.09278535842895508, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product. Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e", "probability": 5.258747504930042e-06 }, { "score": -0.27064836025238037, "text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "probability": 4.401871888407507e-06 }, { "score": -0.4393441081047058, "text": "Notw i ths tand ing the ob l iga t ions o f confidentiality and non-use set out in Section 11.1, a Receiving Party may:", "probability": 3.7185512064211114e-06 }, { "score": -0.6351014375686646, "text": "Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:", "probability": 3.0574364466795233e-06 }, { "score": -0.9076300859451294, "text": "Columbia Laboratories, (Bermuda) Ltd.,", "probability": 2.3280899185865045e-06 }, { "score": -0.9556269645690918, "text": "Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).", "probability": 2.2189880870447474e-06 }, { "score": -1.0772557258605957, "text": "If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier,", "probability": 1.964862982790361e-06 }, { "score": -1.3831262588500977, "text": "If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"", "probability": 1.4470861473815645e-06 }, { "score": -1.4019660949707031, "text": "Fleet", "probability": 1.4200784902650013e-06 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Document Name": [ { "score": 14.480551719665527, "text": "SPONSORSHIP AGREEMENT", "probability": 0.9415382472348248 }, { "text": "", "score": 11.18594741821289, "probability": 0.034914795162816786 }, { "score": 10.040731430053711, "text": "SPONSORSHIP AGREEMENT\n\nThis agreement", "probability": 0.011108323380117871 }, { "score": 9.428958892822266, "text": "SPONSORSHIP AGREEMENT\n\nThis agreement (\"", "probability": 0.006025028105333134 }, { "score": 8.009978294372559, "text": "ONSORSHIP AGREEMENT", "probability": 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0.0002455812925085252 }, { "score": 6.154672622680664, "text": "SPONSORSHIP AGREEMENT\n\nThis agreement (\"Agreement\") is", "probability": 0.0002280103797168151 }, { "score": 6.057936668395996, "text": "SPONSORSHIP AGREEMENT\n\n", "probability": 0.00020698683634505017 }, { "score": 5.956220626831055, "text": "SPONSORSHIP AGREEMENT\n\nThis agreement (\"Agreement\") is entered into", "probability": 0.0001869683137186611 }, { "score": 5.513397216796875, "text": "SPONSORSHIP AGREEMENT\n", "probability": 0.0001200749038868788 }, { "score": 5.485346794128418, "text": "SPONSORSHIP AGREEMENT\n\nThis agreement (\"Agreement\") is entered into as", "probability": 0.00011675355251028709 }, { "score": 5.419486999511719, "text": "SPONSOR", "probability": 0.00010931192906713404 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Parties": [ { "score": 13.306864738464355, "text": "Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (\"Excite\"), and N2K Inc.,", "probability": 0.09678125629132281 }, { "score": 13.285639762878418, "text": "Excite, Inc.,", "probability": 0.09474872302785416 }, { "score": 13.206936836242676, "text": "Excite", "probability": 0.08757761598084714 }, { "score": 13.169937133789062, "text": "Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (\"Excite\"), and N2K Inc.,", "probability": 0.08439648362337128 }, { "score": 13.153472900390625, "text": "Excite, Inc.,", "probability": 0.0830183364187746 }, { "score": 13.011323928833008, "text": "N2K Inc.,", "probability": 0.0720177439603662 }, { "score": 12.977519035339355, "text": "Excite", "probability": 0.06962388188763906 }, { "score": 12.879402160644531, "text": "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", "probability": 0.06311703897275575 }, { "score": 12.857416152954102, "text": "N2K Inc.,", "probability": 0.06174449098243277 }, { "score": 12.803609848022461, "text": "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", "probability": 0.05851004516605309 }, { "score": 12.583861351013184, "text": "N2K Inc., a Pennsylvania corporation, located at 55 Broad Street, 26th Floor, New York, New York, 10004 (\"Sponsor", "probability": 0.04696722202689491 }, { "score": 12.4910888671875, "text": "N2K Inc., a Pennsylvania corporation, located at 55 Broad Street, 26th Floor, New York, New York, 10004 (\"Sponsor", "probability": 0.042805965379541816 }, { "score": 12.377479553222656, "text": "Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (\"Excite\"), and N2K", "probability": 0.038208887932419035 }, { "score": 12.064957618713379, "text": "N2K", "probability": 0.02795360642066453 }, { "score": 11.875682830810547, "text": "Sponsor", "probability": 0.023133260594859185 }, { "text": "", "score": 11.818967819213867, "probability": 0.0218577690861842 }, { "score": 11.735376358032227, "text": "Sponsor", "probability": 0.02010492805232957 }, { "score": 10.024003028869629, "text": "Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (\"Excite\"), and N2K", "probability": 0.0036313033469630865 }, { "score": 9.728462219238281, "text": "N2K", "probability": 0.002702158297024044 }, { "score": 8.829069137573242, "text": "Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (\"Excite\"), and N2K Inc", "probability": 0.0010992825517028963 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Agreement Date": [ { "score": 15.443929672241211, "text": "23rd day of September, 1997", "probability": 0.334142159906499 }, { "score": 14.741806983947754, "text": "23rd day of September, 1997", "probability": 0.165578241695621 }, { "score": 14.622740745544434, "text": "9/23/97", "probability": 0.1469919177814125 }, { "score": 14.53361988067627, "text": "9/23/97 Date: 9/23/97", "probability": 0.1344586530240269 }, { "score": 14.457317352294922, "text": "9/23/97", "probability": 0.12458076381638457 }, { "score": 13.581779479980469, "text": "9/23/97", "probability": 0.051905063011629726 }, { "score": 11.888017654418945, "text": "the 23rd day of September, 1997", "probability": 0.009541536327022076 }, { "score": 11.82801628112793, "text": "12/31/97", "probability": 0.008985868168474614 }, { "score": 11.805660247802734, "text": "23rd day of September, 1997 (\"", "probability": 0.008787208693139393 }, { "text": "", "score": 11.232666015625, "probability": 0.004954532797670555 }, { "score": 10.912023544311523, "text": "the 23rd day of September, 1997", "probability": 0.003595418524718128 }, { "score": 10.679718017578125, "text": "23rd day of September, 1997 (\"", "probability": 0.002850102265368081 }, { "score": 9.84945297241211, "text": "23rd day of September, 1997 (\"Effective Date\"),", "probability": 0.0012424557082332337 }, { "score": 8.774162292480469, "text": "23rd day of September, 1997 (\"Effective Date\"), by and between Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (\"Excite\"), and N2K Inc., a Pennsylvania corporation, located at 55 Broad Street, 26th Floor, New York, New York, 10004 (\"Sponsor\").\n\n RECITALS\n\nA. Excite maintains a site on the Internet at http://www.excite.com (the \"Excite Site\") and owns and/or manages related Web Sites worldwide (collectively, the \"Excite Network\") which, among other things, allow users to search for and access content and other sites on the Internet.\n\nB. Excite also maintains and/or manages certain Web pages which may be delivered to users via email, desktop \"channels\" or Internet \"push\" technologies (collectively, \"Broadcast Pages\") which may incorporate content supplied to Excite by third parties for the purpose of providing value to Excite users and providing access to the content, products and/or services of such third parties.\n\nC. Sponsor is in the business of distributing certain online retail music merchandise and related content and maintains a Web site at http://www.", "probability": 0.0004239241001410279 }, { "score": 8.706817626953125, "text": "23rd day of September", "probability": 0.00039631516446504467 }, { "score": 8.590056419372559, "text": "23rd day of September", "probability": 0.000352640299911336 }, { "score": 8.549287796020508, "text": "Effective Date [****] Commencement Date [****] 12/31/97", "probability": 0.0003385527563888178 }, { "score": 8.501089096069336, "text": "12/31/97 [****]", "probability": 0.0003226219594855562 }, { "score": 8.42818832397461, "text": "This agreement (\"Agreement\") is entered into as of the 23rd day of September, 1997", "probability": 0.00029993940220433103 }, { "score": 8.254372596740723, "text": "23rd day of September, 1997 (\"Effective Date\"),", "probability": 0.00025208459720415876 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Effective Date": [ { "score": 15.343772888183594, "text": "23rd day of September, 1997", "probability": 0.3189559854717319 }, { "score": 14.774916648864746, "text": "23rd day of September, 1997", "probability": 0.1805841505867911 }, { "score": 14.534055709838867, "text": "9/23/97", "probability": 0.14193027818756684 }, { "score": 14.329166412353516, "text": "9/23/97", "probability": 0.11563592072169876 }, { "score": 14.226947784423828, "text": "9/23/97 Date: 9/23/97", "probability": 0.10439982643297838 }, { "score": 13.78302001953125, "text": "9/23/97", "probability": 0.06697371627599204 }, { "score": 12.368077278137207, "text": "The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date.", "probability": 0.016270562714355154 }, { "score": 12.158557891845703, "text": "23rd day of September, 1997 (\"", "probability": 0.013195001984453992 }, { "text": "", "score": 11.796365737915039, "probability": 0.009185681990919164 }, { "score": 11.730720520019531, "text": "12/31/97", "probability": 0.008602051733976669 }, { "score": 11.11099624633789, "text": "the 23rd day of September, 1997", "probability": 0.004628701961212552 }, { "score": 10.844376564025879, "text": "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.", "probability": 0.0035454205773212777 }, { "score": 10.71434497833252, "text": "Effective Date [****] Commencement Date [****] 12/31/97", "probability": 0.003113119278053717 }, { "score": 10.409513473510742, "text": "The parties anticipate the Commencement Date will be on or about October 15, 1997.", "probability": 0.0022951396745126917 }, { "score": 10.332328796386719, "text": "23rd day of September, 1997 (\"Effective Date\"),", "probability": 0.0021246541259939077 }, { "score": 10.311864852905273, "text": "Commencement Date [****] 12/31/97", "probability": 0.0020816171787520162 }, { "score": 10.15878677368164, "text": "Date: 9/23/97", "probability": 0.0017861581032376222 }, { "score": 10.127826690673828, "text": "12/31/97 [****]", "probability": 0.0017317057738469245 }, { "score": 10.077347755432129, "text": "23rd day of September, 1997 (\"", "probability": 0.0016464607497219755 }, { "score": 9.851678848266602, "text": "Date: 9/23/97 Date: 9/23/97", "probability": 0.0013138464768837528 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Expiration Date": [ { "score": 14.756253242492676, "text": "The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date.", "probability": 0.6186928138781125 }, { "score": 13.990249633789062, "text": "The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date.", "probability": 0.2876099663887246 }, { "text": "", "score": 11.796648025512695, "probability": 0.0320726509167088 }, { "score": 11.583974838256836, "text": "However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site.", "probability": 0.025928181950934954 }, { "score": 11.549607276916504, "text": "The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date. The \"Commencement Date\" means the date on which Excite commences delivery of Impressions (defined below). The parties anticipate the Commencement Date will be on or about October 15, 1997.\n\n c) The parties' existing agreements regarding sponsorship of the WebCrawler Web site (http://webcrawler.com) and all of the existing advertising buys on the Excite Network will be terminated as of the Commencement Date.", "probability": 0.02505223191638635 }, { "score": 9.539257049560547, "text": "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.", "probability": 0.0033555399442717015 }, { "score": 9.457387924194336, "text": "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.", "probability": 0.0030917694646624538 }, { "score": 8.116791725158691, "text": "The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date", "probability": 0.000809083923691364 }, { "score": 7.8953351974487305, "text": "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).", "probability": 0.0006483600154898183 }, { "score": 7.768329620361328, "text": "The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date", "probability": 0.0005710293129182291 }, { "score": 7.537865161895752, "text": "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", "probability": 0.0004534913003328963 }, { "score": 7.513118743896484, "text": "However, the term of this Agreement will continue until", "probability": 0.00044240673239460775 }, { "score": 7.298179626464844, "text": "b) The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date.", "probability": 0.0003568410878302797 }, { "score": 6.853145122528076, "text": "The term of this Agreement will begin on the Effective Date and", "probability": 0.00022866454180441606 }, { "score": 6.728257179260254, "text": "The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date. The \"Commencement Date\" means the date on which Excite commences delivery of Impressions (defined below). The parties anticipate the Commencement Date will be on or about October 15, 1997.\n\n c) The parties' existing agreements regarding sponsorship of the", "probability": 0.00020181836371261388 }, { "score": 6.532670974731445, "text": "However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site", "probability": 0.00016596582585468194 }, { "score": 6.064841270446777, "text": "The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date. The \"Commencement Date\" means the date on which Excite commences delivery of Impressions (defined below). The parties anticipate the Commencement Date will be on or about October 15, 1997.\n\n c) The parties' existing agreements regarding sponsorship of the WebCrawler Web site (http://webcrawler.com) and all of the existing advertising buys on the Excite Network will be terminated as of the Commencement Date", "probability": 0.00010395438472725411 }, { "score": 5.7260284423828125, "text": "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.", "probability": 7.407953893721191e-05 }, { "score": 5.686662673950195, "text": "The", "probability": 7.121999431568815e-05 }, { "score": 5.668391227722168, "text": "The parties anticipate the Commencement Date will be on or about October 15, 1997.\n\n c) The parties' existing agreements regarding sponsorship of the WebCrawler Web site (http://webcrawler.com) and all of the existing advertising buys on the Excite Network will be terminated as of the Commencement Date.", "probability": 6.993051818968176e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Renewal Term": [ { "text": "", "score": 11.564168930053711, "probability": 0.44314073535174736 }, { "score": 11.38412094116211, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement.", "probability": 0.37012449341181425 }, { "score": 10.288450241088867, "text": "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.", "probability": 0.12373828343492764 }, { "score": 9.325881004333496, "text": "Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement.", "probability": 0.04725693808308256 }, { "score": 6.990237236022949, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 0.004572022707599541 }, { "score": 6.5556254386901855, "text": "Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed.", "probability": 0.0029604577902744844 }, { "score": 6.059502601623535, "text": "However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site.", "probability": 0.0018025837965865272 }, { "score": 5.894567012786865, "text": "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.", "probability": 0.0015284979013739373 }, { "score": 5.8871073722839355, "text": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.", "probability": 0.0015171382785481092 }, { "score": 5.471004486083984, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.\n\n iii) In the event that Excite intends to enter into an", "probability": 0.0010007232240483175 }, { "score": 4.870814800262451, "text": "However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site.", "probability": 0.0005491043826721038 }, { "score": 4.623290061950684, "text": "If", "probability": 0.0004287027625057168 }, { "score": 4.3753342628479, "text": "Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement. If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.\n\n iii) In the event that Excite intends to enter into an", "probability": 0.00033455725083594444 }, { "score": 4.266476154327393, "text": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship", "probability": 0.0003000502347705703 }, { "score": 3.8539531230926514, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site", "probability": 0.0001986266394141669 }, { "score": 3.5276200771331787, "text": "Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement. If", "probability": 0.00014332199792946798 }, { "score": 3.4951319694519043, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.\n\n iii) In the event that Excite intends to enter into", "probability": 0.00013874056148756756 }, { "score": 3.394301414489746, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement", "probability": 0.00012543342880123767 }, { "score": 2.8555140495300293, "text": "Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed. Excite will negotiate exclusively with Sponsor for the next [****] in good", "probability": 7.318480409427068e-05 }, { "score": 2.7582828998565674, "text": "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", "probability": 6.640395748622864e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.870162010192871, "probability": 0.8782048101094447 }, { "score": 8.782854080200195, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement.", "probability": 0.04006775536987298 }, { "score": 8.253273010253906, "text": "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.", "probability": 0.023593962084257774 }, { "score": 7.844827651977539, "text": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.", "probability": 0.015682500566850603 }, { "score": 7.092877388000488, "text": "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", "probability": 0.007393455471491862 }, { "score": 6.875340938568115, "text": "Excite may, upon no less than thirty (30) days prior written notice", "probability": 0.005948022216576004 }, { "score": 6.408601760864258, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.\n\n iii) In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.", "probability": 0.003729669358977605 }, { "score": 6.268081188201904, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement.", "probability": 0.003240731297233744 }, { "score": 6.199815273284912, "text": "Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed. Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement.", "probability": 0.0030268821563467154 }, { "score": 6.158524036407471, "text": "Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed. 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.", "probability": 0.0029044436622900315 }, { "score": 5.935610294342041, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 0.0023240889656057787 }, { "score": 5.919888973236084, "text": "Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement.", "probability": 0.0022878369283259523 }, { "score": 5.878597736358643, "text": "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.", "probability": 0.002195293084964178 }, { "score": 5.837995529174805, "text": "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", "probability": 0.002107944610186844 }, { "score": 5.645127296447754, "text": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship", "probability": 0.001738191355228374 }, { "score": 5.64437198638916, "text": "Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed.", "probability": 0.0017368789775024497 }, { "score": 5.55444860458374, "text": "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", "probability": 0.0015875094900330005 }, { "score": 5.0205488204956055, "text": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.", "probability": 0.0009307790509121277 }, { "score": 4.761837482452393, "text": "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.", "probability": 0.0007186041045915105 }, { "score": 4.548659801483154, "text": "The parties' existing agreements regarding sponsorship of the", "probability": 0.0005806411393080605 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Governing Law": [ { "score": 14.620159149169922, "text": "This Agreement will be governed by and construed in accordance with the laws of the State of New York", "probability": 0.45034133699846535 }, { "score": 14.599658966064453, "text": "This Agreement will be governed by and construed in accordance with the laws of the State of New York", "probability": 0.4412032434526239 }, { "score": 12.495882987976074, "text": "This Agreement will be governed by and construed in accordance with the laws of the State of New York\n\n", "probability": 0.053824548810996894 }, { "text": "", "score": 12.298055648803711, "probability": 0.04416366187943872 }, { "score": 10.608266830444336, "text": "This Agreement will be governed by and construed in accordance with the laws of the State of New York\n\n", "probability": 0.008150778980918776 }, { "score": 8.127117156982422, "text": "This Agreement will be governed by and", "probability": 0.0006817882383577189 }, { "score": 7.454441547393799, "text": "This Agreement will be governed by and", "probability": 0.00034794467912206727 }, { "score": 7.072388648986816, "text": "This Agreement will be governed by and construed in accordance with the laws of the State of New York\n\n c) Notice.", "probability": 0.00023745796080985732 }, { "score": 6.7807769775390625, "text": "This Agreement will be governed by", "probability": 0.00017739500792202857 }, { "score": 6.5706682205200195, "text": "This Agreement will be governed by", "probability": 0.0001437779610225679 }, { "score": 6.533102989196777, "text": "Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York", "probability": 0.00013847709610937626 }, { "score": 6.296212196350098, "text": "b) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York", "probability": 0.00010926915474205088 }, { "score": 6.064340114593506, "text": "b) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York", "probability": 8.665563677759919e-05 }, { "score": 6.040432929992676, "text": "Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York", "probability": 8.460851246437244e-05 }, { "score": 5.961638450622559, "text": "This", "probability": 7.819771305685985e-05 }, { "score": 5.8637495040893555, "text": "This", "probability": 7.090574471061201e-05 }, { "score": 5.823647975921631, "text": "construed in accordance with the laws of the State of New York", "probability": 6.811857438804714e-05 }, { "score": 5.203756332397461, "text": "This Agreement will be governed by and construed in accordance with the laws of the State of New York\n\n c) Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, express courier, confirmed facsimile, confirmed email or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or email or five (5) days after deposit in the mail.", "probability": 3.6647979019645386e-05 }, { "score": 5.024827480316162, "text": "This Agreement will be governed by and construed in accordance with the laws of the State of New", "probability": 3.064377162231842e-05 }, { "score": 4.8027777671813965, "text": "Agreement will be governed by and construed in accordance with the laws of the State of New York", "probability": 2.45418474309817e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Most Favored Nation": [ { "score": 13.45262622833252, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "probability": 0.6686515430347528 }, { "text": "", "score": 12.143503189086914, "probability": 0.18057388383694117 }, { "score": 10.164352416992188, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor", "probability": 0.02495288010642279 }, { "score": 10.158204078674316, "text": "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.", "probability": 0.024799932027602507 }, { "score": 9.90393352508545, "text": "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.", "probability": 0.019231900001611176 }, { "score": 9.503578186035156, "text": "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.", "probability": 0.012886948044866339 }, { "score": 9.333588600158691, "text": "Notwithstanding the foregoing, Excite may make available opportunities on the Excite Site to purchase Music Products from parties other than Sponsor if such Music Products are not available from Sponsor so long as, prior to entering into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor, Excite notifies Sponsor of its interest in the Music Products and gives Sponsor thirty (30) days to make the desired Music Products available through the Sponsor Site.", "probability": 0.010872377884456118 }, { "score": 9.266379356384277, "text": "Excite will credit Sponsor in an amount equal to [****].", "probability": 0.010165668299302037 }, { "score": 8.970016479492188, "text": "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).", "probability": 0.007558353029086825 }, { "score": 8.96272087097168, "text": "Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 0.0075034109061321245 }, { "score": 8.508946418762207, "text": "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).", "probability": 0.004766361628040157 }, { "score": 8.364920616149902, "text": "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.", "probability": 0.004127027647071303 }, { "score": 8.324640274047852, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the second year, Excite will use commercially reasonable efforts to \"make good\" the shortfall within [****] following the second year end.", "probability": 0.003964093120410714 }, { "score": 8.210981369018555, "text": "During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "probability": 0.0035382002810624576 }, { "score": 8.119051933288574, "text": "However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site.", "probability": 0.00322743843028079 }, { "score": 8.10036563873291, "text": "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\").", "probability": 0.003167689546305853 }, { "score": 8.096538543701172, "text": "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.", "probability": 0.003155589665845855 }, { "score": 7.892784118652344, "text": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions:\n\n i) \"Gross margin\" is defined as [****].", "probability": 0.002573896638340347 }, { "score": 7.7161970138549805, "text": "Excite will credit Sponsor in an amount equal to [****].", "probability": 0.002157249104998332 }, { "score": 7.701396942138672, "text": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions:", "probability": 0.0021255567664702642 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Compete": [ { "text": "", "score": 12.042747497558594, "probability": 0.5187055425378854 }, { "score": 11.891353607177734, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.4458321234581807 }, { "score": 8.586468696594238, "text": "Excite will not permit the display of advertising banners, promotional buttons, promotional links or other promotional materials for any retail sale of Music Products on the Excite Site, except those Music Products offered by Sponsor, nor advertising by any other Retail Music Store.", "probability": 0.016363570707694196 }, { "score": 7.650084495544434, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "probability": 0.006415220465904576 }, { "score": 7.196653366088867, "text": "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.", "probability": 0.004076514097172907 }, { "score": 6.620143890380859, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.", "probability": 0.0022904143946619795 }, { "score": 6.488532066345215, "text": "CONFIDENTIAL\n\n i) Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.0020079633215999864 }, { "score": 6.046317100524902, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement", "probability": 0.0012903402840931718 }, { "score": 5.623824119567871, "text": "In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become available through Sponsor.", "probability": 0.0008457030284095997 }, { "score": 5.018243789672852, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor", "probability": 0.0004615488680042289 }, { "score": 4.802639484405518, "text": "Excite will not propose, solicit or negotiate offers from", "probability": 0.00037203339902552315 }, { "score": 4.437564373016357, "text": "In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become", "probability": 0.00025824494175345905 }, { "score": 4.153533935546875, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor", "probability": 0.00019439226141752667 }, { "score": 4.087551593780518, "text": "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.", "probability": 0.0001819798091060073 }, { "score": 3.818800926208496, "text": "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.", "probability": 0.00013909331994455532 }, { "score": 3.776554584503174, "text": "for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.000133339530040981 }, { "score": 3.6260132789611816, "text": "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.", "probability": 0.00011470429020318214 }, { "score": 3.5611062049865723, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall.", "probability": 0.00010749564693830691 }, { "score": 3.5553200244903564, "text": "Exc", "probability": 0.00010687545372782568 }, { "score": 3.5174152851104736, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site,", "probability": 0.00010290018423588342 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Exclusivity": [ { "score": 13.495401382446289, "text": "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.", "probability": 0.1934300062315349 }, { "score": 13.356298446655273, "text": "Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages.", "probability": 0.1683108868615374 }, { "score": 12.631510734558105, "text": "Sponsor wishes to be the exclusive retail store music sponsor of the Excite Site and the Excite Broadcast Pages, to distribute its music-related content through the Excite Site and the Excite Broadcast Pages and to promote its online retail music merchandise business to Excite.com users.\n\nTherefore, the parties agree as follows:\n\n1. EXCLUSIVITY, TERM AND RIGHT OF FIRST REFUSAL\n\n a) Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages.", "probability": 0.08153440466039188 }, { "score": 12.565893173217773, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.0763560686335991 }, { "score": 12.428020477294922, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.", "probability": 0.06652213949414187 }, { "score": 12.326240539550781, "text": "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.", "probability": 0.06008467871862526 }, { "score": 12.305992126464844, "text": "Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement.", "probability": 0.05888029391367284 }, { "text": "", "score": 12.233749389648438, "probability": 0.05477663472130931 }, { "score": 12.20932388305664, "text": "Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement.", "probability": 0.05345489545681505 }, { "score": 11.804496765136719, "text": "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.", "probability": 0.03565934002457104 }, { "score": 11.677906036376953, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.", "probability": 0.031419237861629555 }, { "score": 11.666971206665039, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.\n\n 7 8 CONFIDENTIAL", "probability": 0.031077545424926974 }, { "score": 11.50090217590332, "text": "In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become available through Sponsor.", "probability": 0.026322300708848712 }, { "score": 10.990063667297363, "text": "Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 0.015793176931440916 }, { "score": 10.676642417907715, "text": "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).", "probability": 0.01154389536704152 }, { "score": 10.450562477111816, "text": "Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages", "probability": 0.009208038170700594 }, { "score": 10.310444831848145, "text": "Therefore, the parties agree as follows:\n\n1. EXCLUSIVITY, TERM AND RIGHT OF FIRST REFUSAL\n\n a) Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages.", "probability": 0.00800414211076356 }, { "score": 10.28962230682373, "text": "Sponsor will be the exclusive retail music store sponsor of", "probability": 0.00783919888815023 }, { "score": 9.902427673339844, "text": "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.", "probability": 0.005322494119907675 }, { "score": 9.725773811340332, "text": "Sponsor wishes to be the exclusive retail store music sponsor of the Excite Site and the Excite Broadcast Pages, to distribute its music-related content through the Excite Site and the Excite Broadcast Pages and to promote its online retail music merchandise business to Excite.com users.\n\nTherefore, the parties agree as follows:\n\n1. EXCLUSIVITY, TERM AND RIGHT OF FIRST REFUSAL\n\n a) Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages", "probability": 0.004460621700391367 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__No-Solicit Of Customers": [ { "score": 14.351675033569336, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.8692682144204652 }, { "text": "", "score": 12.171182632446289, "probability": 0.09821503639245274 }, { "score": 9.976461410522461, "text": "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.", "probability": 0.010940134615418425 }, { "score": 9.82233715057373, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.\n\n ii) Commencing not later than [****] prior to the expiration", "probability": 0.009377505991083633 }, { "score": 8.519991874694824, "text": "Excite will not propose, solicit or negotiate offers from", "probability": 0.00254968179720287 }, { "score": 8.329194068908691, "text": "Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 0.0021068011620271774 }, { "score": 8.235991477966309, "text": "In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become available through Sponsor.", "probability": 0.0019193146501018652 }, { "score": 8.071165084838867, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement", "probability": 0.0016276573559613932 }, { "score": 7.905303955078125, "text": "Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.\n\n iii) In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of", "probability": 0.0013788925077549195 }, { "score": 6.942582130432129, "text": "Sponsor will have [****] after receipt of such written notice to provide notice to Excite that it is prepared to enter into an agreement with Excite on the same terms and conditions as Excite proposes to accept from such third party.", "probability": 0.0005265330489782439 }, { "score": 6.938086986541748, "text": "CONFIDENTIAL\n\n i) Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.0005241715188454045 }, { "score": 6.831846714019775, "text": "Notwithstanding the foregoing, Excite may make available opportunities on the Excite Site to purchase Music Products from parties other than Sponsor if such Music Products are not available from Sponsor so long as, prior to entering into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor, Excite notifies Sponsor of its interest in the Music Products and gives Sponsor thirty (30) days to make the desired Music Products available through the Sponsor Site.", "probability": 0.00047133952032718263 }, { "score": 6.272107124328613, "text": "In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music", "probability": 0.0002693035264451135 }, { "score": 5.949296951293945, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of", "probability": 0.00019500572586728153 }, { "score": 5.447124004364014, "text": "i) Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.\n\n ii) Commencing not later than [****] prior to the expiration", "probability": 0.00011802022105115387 }, { "score": 5.424176216125488, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 0.00011534275645119614 }, { "score": 5.378735542297363, "text": ".", "probability": 0.00011021880346952024 }, { "score": 5.296003818511963, "text": "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.", "probability": 0.00010146721980895937 }, { "score": 5.270184516906738, "text": "Exc", "probability": 9.888093871758473e-05 }, { "score": 5.13615608215332, "text": "In no event will", "probability": 8.647782757038714e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Competitive Restriction Exception": [ { "score": 12.118887901306152, "text": "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.", "probability": 0.1891965686016171 }, { "text": "", "score": 12.084285736083984, "probability": 0.18276192596810475 }, { "score": 11.688352584838867, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.12300822261062853 }, { "score": 11.188810348510742, "text": "Excite will not permit the display of advertising banners, promotional buttons, promotional links or other promotional materials for any retail sale of Music Products on the Excite Site, except those Music Products offered by Sponsor, nor advertising by any other Retail Music Store.", "probability": 0.07464241917860788 }, { "score": 11.123140335083008, "text": "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.", "probability": 0.06989813401891506 }, { "score": 11.072440147399902, "text": "Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages.", "probability": 0.06644262319911413 }, { "score": 10.9542236328125, "text": "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", "probability": 0.05903451374520053 }, { "score": 10.63672924041748, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.", "probability": 0.04297540001061055 }, { "score": 10.177230834960938, "text": "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.", "probability": 0.02714327869228613 }, { "score": 9.86251163482666, "text": "Notwithstanding the foregoing, Excite may make available opportunities on the Excite Site to purchase Music Products from parties other than Sponsor if such Music Products are not available from Sponsor so long as, prior to entering into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor, Excite notifies Sponsor of its interest in the Music Products and gives Sponsor thirty (30) days to make the desired Music Products available through the Sponsor Site.", "probability": 0.019814425907852658 }, { "score": 9.774264335632324, "text": "Sponsor wishes to be the exclusive retail store music sponsor of the Excite Site and the Excite Broadcast Pages, to distribute its music-related content through the Excite Site and the Excite Broadcast Pages and to promote its online retail music merchandise business to Excite.com users.\n\nTherefore, the parties agree as follows:\n\n1. EXCLUSIVITY, TERM AND RIGHT OF FIRST REFUSAL\n\n a) Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages. Excite will not permit the display of advertising banners, promotional buttons, promotional links or other promotional materials for any retail sale of Music Products on the Excite Site, except those Music Products offered by Sponsor, nor advertising by any other Retail Music Store.", "probability": 0.018140789283807152 }, { "score": 9.723564147949219, "text": "Sponsor wishes to be the exclusive retail store music sponsor of the Excite Site and the Excite Broadcast Pages, to distribute its music-related content through the Excite Site and the Excite Broadcast Pages and to promote its online retail music merchandise business to Excite.com users.\n\nTherefore, the parties agree as follows:\n\n1. EXCLUSIVITY, TERM AND RIGHT OF FIRST REFUSAL\n\n a) Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages.", "probability": 0.017243974303982924 }, { "score": 9.673462867736816, "text": "In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become available through Sponsor.", "probability": 0.016401314540539867 }, { "score": 9.609907150268555, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.\n\n 7 8 CONFIDENTIAL", "probability": 0.015391351627769322 }, { "score": 9.592726707458496, "text": "Therefore, the parties agree as follows:\n\n1. EXCLUSIVITY, TERM AND RIGHT OF FIRST REFUSAL\n\n a) Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages. Excite will not permit the display of advertising banners, promotional buttons, promotional links or other promotional materials for any retail sale of Music Products on the Excite Site, except those Music Products offered by Sponsor, nor advertising by any other Retail Music Store.", "probability": 0.015129179952777187 }, { "score": 9.54202651977539, "text": "Therefore, the parties agree as follows:\n\n1. EXCLUSIVITY, TERM AND RIGHT OF FIRST REFUSAL\n\n a) Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages.", "probability": 0.014381248040783801 }, { "score": 9.455155372619629, "text": "Such joint promotions, when possible and where Sponsor controls any applicable rights, will include but not be limited to the following:", "probability": 0.013184659457028894 }, { "score": 9.443455696105957, "text": "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).", "probability": 0.013031302071662264 }, { "score": 9.414799690246582, "text": "Such joint promotions, when possible and where Sponsor controls any applicable rights, will include but not be limited to the following:", "probability": 0.012663176695291966 }, { "score": 9.129022598266602, "text": "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.", "probability": 0.00951549209341949 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__No-Solicit Of Employees": [ { "score": 13.168222427368164, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.6730754173612886 }, { "text": "", "score": 12.249841690063477, "probability": 0.2686680620393024 }, { "score": 10.086841583251953, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store", "probability": 0.030891360233340777 }, { "score": 8.940261840820312, "text": "In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become available through Sponsor.", "probability": 0.009814852487038289 }, { "score": 8.548641204833984, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.\n\n ii) Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed.", "probability": 0.006634452598629711 }, { "score": 7.923824310302734, "text": "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.", "probability": 0.003551816872939164 }, { "score": 7.396080493927002, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.\n\n ii) Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed. Excite will", "probability": 0.0020953392037865943 }, { "score": 6.902076721191406, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement", "probability": 0.0012785308926389978 }, { "score": 6.687778949737549, "text": "Excite will not propose, solicit or negotiate offers from", "probability": 0.001031912531525668 }, { "score": 6.676912307739258, "text": "CONFIDENTIAL\n\n i) Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.001020759813515154 }, { "score": 6.224369525909424, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "probability": 0.0006492122873346929 }, { "score": 5.236234664916992, "text": "Excite will not propose, solicit or negotiate offers from", "probability": 0.00024168250485143166 }, { "score": 5.127898216247559, "text": "Sponsor will have [****] after receipt of such written notice to provide notice to Excite that it is prepared to enter into an agreement with Excite on the same terms and conditions as Excite proposes to accept from such third party.", "probability": 0.00021686790873388944 }, { "score": 5.0229926109313965, "text": "if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.0001952699279682995 }, { "score": 4.615818023681641, "text": "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.", "probability": 0.00012995760217163196 }, { "score": 4.506722450256348, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.\n\n ii) Commencing not later than [****] prior to the expiration of the term of the Agreement,", "probability": 0.00011652579755062366 }, { "score": 4.493227005004883, "text": "Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed.", "probability": 0.00011496379370494335 }, { "score": 4.355372428894043, "text": "Exc", "probability": 0.00010015937480129018 }, { "score": 4.2871246337890625, "text": "In no event will Excite enter", "probability": 9.355176039437374e-05 }, { "score": 4.12191104888916, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor", "probability": 7.930500848341513e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.911916732788086, "probability": 0.7096587429330655 }, { "score": 10.455546379089355, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "probability": 0.16540778629639621 }, { "score": 9.960315704345703, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.10080451862792214 }, { "score": 8.202170372009277, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor", "probability": 0.017375094841752207 }, { "score": 5.368265151977539, "text": "CONFIDENTIAL\n\n i) Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.001021357505221322 }, { "score": 5.299139976501465, "text": "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.", "probability": 0.0009531408921885797 }, { "score": 5.067503452301025, "text": "Excite will not propose, solicit or negotiate offers from", "probability": 0.0007560641365050168 }, { "score": 5.026572227478027, "text": "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.", "probability": 0.0007257422936646984 }, { "score": 4.854773044586182, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party,", "probability": 0.0006111826199565953 }, { "score": 4.491703987121582, "text": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.", "probability": 0.0004251009814226027 }, { "score": 4.263758659362793, "text": "not less favorable to Excite than previously offered by Sponsor.", "probability": 0.0003384517075979746 }, { "score": 4.087188720703125, "text": "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.", "probability": 0.00028366996792047517 }, { "score": 3.9732508659362793, "text": "If", "probability": 0.00025312251559092634 }, { "score": 3.9697721004486084, "text": "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.", "probability": 0.00025224349156523944 }, { "score": 3.9123833179473877, "text": "if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "probability": 0.00023817508985903225 }, { "score": 3.836460828781128, "text": "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.", "probability": 0.00022076164403603233 }, { "score": 3.7476351261138916, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such", "probability": 0.00020199801750893115 }, { "score": 3.5207176208496094, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days)", "probability": 0.00016098969838911352 }, { "score": 3.495962142944336, "text": "are not less favorable to Excite than previously offered by Sponsor.", "probability": 0.0001570532468674548 }, { "score": 3.4815337657928467, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement", "probability": 0.00015480349256952923 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.848104476928711, "probability": 0.8006123114485567 }, { "score": 9.471539497375488, "text": "Excite may, upon no less than thirty (30) days prior written notice to Sponsor, cause an independent Certified Public Accountant to inspect the records of Sponsor reasonably related to the calculation of such payments during Sponsor's normal business hours.", "probability": 0.07435209459972725 }, { "score": 8.563033103942871, "text": "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", "probability": 0.029973254016639476 }, { "score": 8.123151779174805, "text": "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.", "probability": 0.019306158271956288 }, { "score": 8.088033676147461, "text": "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.", "probability": 0.018639929432428353 }, { "score": 7.943587779998779, "text": "In the event of three or more errors, failures or outages of the Content or the Co-Branded", "probability": 0.016132891322083908 }, { "score": 7.567885875701904, "text": "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", "probability": 0.011080183283237838 }, { "score": 7.444571018218994, "text": "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", "probability": 0.00979471902575097 }, { "score": 7.438187599182129, "text": "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.", "probability": 0.009732394363712142 }, { "score": 6.519728660583496, "text": "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,", "probability": 0.003884526152344622 }, { "score": 5.494762420654297, "text": "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", "probability": 0.0013938013072747688 }, { "score": 4.912198066711426, "text": "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", "probability": 0.0007783884502726216 }, { "score": 4.8992414474487305, "text": "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,", "probability": 0.000768368221804135 }, { "score": 4.7082133293151855, "text": "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", "probability": 0.0006347561793222312 }, { "score": 4.642927646636963, "text": "The parties' existing agreements regarding sponsorship of the WebCrawler Web site (http://webcrawler.com) and all of the existing advertising buys on the Excite Network will be terminated as of the Commencement Date. Excite will credit Sponsor in an amount equal to [****]. This credit will be\n\n\n\n\n\n applied to reduce the first year exclusivity fee described in Section 7(b) and will be reflected in a reduction of Sponsor's", "probability": 0.0005946394603590636 }, { "score": 4.5819292068481445, "text": "Area in any thirty (30) day period, Excite may elect to terminate this Agreement upon fifteen days", "probability": 0.0005594514964554717 }, { "score": 4.548891067504883, "text": "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", "probability": 0.0005412702509548836 }, { "score": 4.338444709777832, "text": "In the event that Sponsor fails to meet these quality criteria, Excite may terminate this agreement on", "probability": 0.0004385493446539404 }, { "score": 4.2550811767578125, "text": "Area in any thirty (30) day period, Excite may elect to terminate this Agreement upon fifteen days written", "probability": 0.0004034726901553892 }, { "score": 4.1920881271362305, "text": "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", "probability": 0.0003788406823101522 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": [ { "score": 14.042951583862305, "text": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.", "probability": 0.32432741932859876 }, { "score": 13.260579109191895, "text": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.", "probability": 0.14832133229368685 }, { "score": 13.226905822753906, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "probability": 0.14341001967021824 }, { "score": 12.588998794555664, "text": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.\n\n 2 3 CONFIDENTIAL\n\n i) Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.07577745111536026 }, { "text": "", "score": 12.271102905273438, "probability": 0.05514162526584162 }, { "score": 11.917871475219727, "text": "Notwithstanding the foregoing, Excite may make available opportunities on the Excite Site to purchase Music Products from parties other than Sponsor if such Music Products are not available from Sponsor so long as, prior to entering into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor, Excite notifies Sponsor of its interest in the Music Products and gives Sponsor thirty (30) days to make the desired Music Products available through the Sponsor Site.", "probability": 0.03873228346576372 }, { "score": 11.659101486206055, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.029901344960872902 }, { "score": 11.341693878173828, "text": "Sponsor will have [****] after receipt of such written notice to provide notice to Excite that it is prepared to enter into an agreement with Excite on the same terms and conditions as Excite proposes to accept from such third party. Excite and Sponsor will then promptly commence good faith negotiations to conclude the agreement.\n\n iv) If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have", "probability": 0.021769194047618175 }, { "score": 11.28530502319336, "text": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.\n\n 2 3 CONFIDENTIAL", "probability": 0.02057562243975028 }, { "score": 11.276880264282227, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.", "probability": 0.020403005928470705 }, { "score": 11.263875007629395, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have", "probability": 0.020139377592723797 }, { "score": 10.99169921875, "text": "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.", "probability": 0.01534057369541561 }, { "score": 10.955939292907715, "text": "Excite and Sponsor will then promptly commence good faith negotiations to conclude the agreement.\n\n iv) If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have", "probability": 0.014801688588147772 }, { "score": 10.952690124511719, "text": "Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement.", "probability": 0.014753673456246024 }, { "score": 10.65621280670166, "text": "Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 0.010968360190532603 }, { "score": 10.642093658447266, "text": "d) Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.", "probability": 0.010814584432850933 }, { "score": 10.631431579589844, "text": "Sponsor will have [****] after receipt of such written notice to provide notice to Excite that it is prepared to enter into an agreement with Excite on the same terms and conditions as Excite proposes to accept from such third party.", "probability": 0.01069989100254314 }, { "score": 10.421829223632812, "text": "Sponsor will have [****] after receipt of such written notice to provide notice to Excite that it is prepared to enter into an agreement with Excite on the same terms and conditions as Excite proposes to accept from such third party. Excite and Sponsor will then promptly commence good faith negotiations to conclude the agreement.", "probability": 0.008676612597686758 }, { "score": 10.31663703918457, "text": "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.", "probability": 0.00781026593878345 }, { "score": 10.294029235839844, "text": "Excite and Sponsor will then promptly commence good faith negotiations to conclude the agreement.\n\n iv) If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "probability": 0.0076356739888884285 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Change Of Control": [ { "text": "", "score": 12.320524215698242, "probability": 0.9884744295700801 }, { "score": 6.883530616760254, "text": "Any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.004302383517084325 }, { "score": 6.292224407196045, "text": "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.", "probability": 0.0023818153900771943 }, { "score": 5.751081466674805, "text": "Excite will have sole control over of the content, composition, \"look and feel\" and distribution of the Broadcast Pages.", "probability": 0.0013864132622583862 }, { "score": 5.419661521911621, "text": "Neither party may assign this Agreement, in whole", "probability": 0.0009953111079172273 }, { "score": 4.9687981605529785, "text": "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.", "probability": 0.0006340906962335217 }, { "score": 4.296107292175293, "text": "Upon the expiration or termination of this Agreement, each party will cease using the trademarks, service marks and/or trade names of the other except:\n\n i) As the parties may agree in writing; or\n\n ii) To the extent permitted by applicable law.", "probability": 0.0003235977168935735 }, { "score": 4.242002487182617, "text": "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:", "probability": 0.0003065547364250744 }, { "score": 3.9524407386779785, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or", "probability": 0.00022948429053436234 }, { "score": 3.845750570297241, "text": "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.", "probability": 0.00020626142300469622 }, { "score": 3.6978721618652344, "text": "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.", "probability": 0.0001779078997968805 }, { "score": 3.440147876739502, "text": "(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.", "probability": 0.00013748869759082122 }, { "score": 3.131958246231079, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with", "probability": 0.00010102339097911535 }, { "score": 2.770397424697876, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) either party's assignment and/or", "probability": 7.037170483020286e-05 }, { "score": 2.700132369995117, "text": "delegation of its rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which such party holds a controlling interest.", "probability": 6.559675364746613e-05 }, { "score": 2.422366142272949, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such", "probability": 4.96878273178565e-05 }, { "score": 2.294748306274414, "text": "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 [****].", "probability": 4.373471340774454e-05 }, { "score": 2.2913320064544678, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld),", "probability": 4.358555744002498e-05 }, { "score": 2.193796157836914, "text": "To the extent permitted by applicable law.", "probability": 3.953514390620365e-05 }, { "score": 1.9417349100112915, "text": "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.", "probability": 3.072660057478791e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Anti-Assignment": [ { "score": 14.239645957946777, "text": "Any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.46108895289281543 }, { "score": 13.435771942138672, "text": "Any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.2063795532436782 }, { "score": 13.273416519165039, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) either party's assignment and/or delegation of its rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which such party holds a controlling interest. Any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.17545130534505624 }, { "score": 12.638248443603516, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) either party's assignment and/or delegation of its rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which such party holds a controlling interest.", "probability": 0.09296224717895495 }, { "text": "", "score": 12.216442108154297, "probability": 0.060970316499402294 }, { "score": 7.9573283195495605, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets", "probability": 0.0008618046504315862 }, { "score": 7.332819938659668, "text": "Neither party may assign this Agreement, in whole", "probability": 0.00046151762341483326 }, { "score": 7.011855602264404, "text": "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.", "probability": 0.00033480755499821916 }, { "score": 7.005821704864502, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) either party's assignment and/or delegation of its rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which such party holds a controlling interest", "probability": 0.00033279344314558095 }, { "score": 6.587871551513672, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.", "probability": 0.00021910955443938063 }, { "score": 6.287868499755859, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld),", "probability": 0.00016231985489250478 }, { "score": 6.1074652671813965, "text": "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.", "probability": 0.00013552627988203418 }, { "score": 5.905172348022461, "text": "(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.", "probability": 0.00011070540341101734 }, { "score": 5.891931056976318, "text": "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.", "probability": 0.00010924918333772396 }, { "score": 5.755268573760986, "text": "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.", "probability": 9.529419306215199e-05 }, { "score": 5.4722981452941895, "text": "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.", "probability": 7.180818358714397e-05 }, { "score": 5.425189018249512, "text": "Any", "probability": 6.850380697843417e-05 }, { "score": 5.407318592071533, "text": ".", "probability": 6.729048830330959e-05 }, { "score": 5.270005226135254, "text": "(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.", "probability": 5.865691834193839e-05 }, { "score": 5.2628326416015625, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) either party's assignment and/or delegation of its rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which such party holds a controlling interest. Any", "probability": 5.8237701866696576e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": [ { "score": 12.855413436889648, "text": "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\").", "probability": 0.17928251275239115 }, { "score": 12.495067596435547, "text": "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.", "probability": 0.12503791417837098 }, { "score": 12.397031784057617, "text": "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.", "probability": 0.11336142800249922 }, { "score": 12.22163200378418, "text": "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.", "probability": 0.09512401031569082 }, { "text": "", "score": 12.16393756866455, "probability": 0.08979120018024998 }, { "score": 11.920612335205078, "text": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions:", "probability": 0.07039778105122924 }, { "score": 11.748199462890625, "text": "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.", "probability": 0.05924899816081912 }, { "score": 11.49858283996582, "text": "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.", "probability": 0.046160859787374414 }, { "score": 11.489917755126953, "text": "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.", "probability": 0.04576259999044423 }, { "score": 11.182730674743652, "text": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions:\n\n i) \"Gross margin\" is defined as [****].", "probability": 0.03365898665686993 }, { "score": 10.751594543457031, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.", "probability": 0.02187061492900651 }, { "score": 10.729155540466309, "text": "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\").", "probability": 0.021385325206112478 }, { "score": 10.51412582397461, "text": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions:\n\n i) \"Gross margin\" is defined as [****].\n\n ii) Total Revenue will be measured at the end of every three months after the Commencement Date.", "probability": 0.0172476384434783 }, { "score": 10.512805938720703, "text": "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).", "probability": 0.017224888556754765 }, { "score": 10.23721694946289, "text": "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:", "probability": 0.013075841374756482 }, { "score": 10.214616775512695, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.", "probability": 0.012783639429709517 }, { "score": 10.16289234161377, "text": "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.", "probability": 0.012139222631321028 }, { "score": 10.0552396774292, "text": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions", "probability": 0.010900286635592636 }, { "score": 9.823582649230957, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.\n\n 7 8 CONFIDENTIAL\n\n c) Sponsor will pay Excite [****] in the first year of the term of the Agreement as compensation for on-going programming, links, placements, advertisements and promotions contemplated by this Agreement.", "probability": 0.008646304960943025 }, { "score": 9.5979642868042, "text": "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.", "probability": 0.006899946756386404 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Price Restrictions": [ { "score": 12.312986373901367, "text": "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.", "probability": 0.23928260631018491 }, { "text": "", "score": 12.12396240234375, "probability": 0.19807016468304472 }, { "score": 12.044794082641602, "text": "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.", "probability": 0.1829939359313618 }, { "score": 11.12075424194336, "text": "During the second year of the sponsorship following the first anniversary of the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "probability": 0.07263255044642777 }, { "score": 11.066997528076172, "text": "During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "probability": 0.06883115389847728 }, { "score": 10.954402923583984, "text": "During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.\n\n b) During the second year of the sponsorship following the first anniversary of the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "probability": 0.06150151792699674 }, { "score": 10.780158042907715, "text": "During the second year of the sponsorship following the first anniversary of the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "probability": 0.0516668809453245 }, { "score": 10.272140502929688, "text": "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.", "probability": 0.03108730186332628 }, { "score": 9.843067169189453, "text": "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.", "probability": 0.02024132085355885 }, { "score": 9.617696762084961, "text": "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.", "probability": 0.016157037200791306 }, { "score": 9.488848686218262, "text": "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", "probability": 0.014203772791808114 }, { "score": 8.931355476379395, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall.", "probability": 0.008133687673069611 }, { "score": 8.775390625, "text": "Notwithstanding the foregoing, Excite may make available opportunities on the Excite Site to purchase Music Products from parties other than Sponsor if such Music Products are not available from Sponsor so long as, prior to entering into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor, Excite notifies Sponsor of its interest in the Music Products and gives Sponsor thirty (30) days to make the desired Music Products available through the Sponsor Site.", "probability": 0.006959095838622886 }, { "score": 8.552491188049316, "text": "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\").", "probability": 0.005568635888994979 }, { "score": 8.507972717285156, "text": "During the second year of the sponsorship following the first anniversary of the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.\n\n 4 5 CONFIDENTIAL", "probability": 0.005326165974365189 }, { "score": 8.423266410827637, "text": "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", "probability": 0.004893585879758282 }, { "score": 8.26926326751709, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall. 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).", "probability": 0.004195121070544482 }, { "score": 7.991888999938965, "text": "In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become available through Sponsor.", "probability": 0.003178940396451355 }, { "score": 7.8347859382629395, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the second year, Excite will use commercially reasonable efforts to \"make good\" the shortfall within [****] following the second year end.", "probability": 0.00271677324995307 }, { "score": 7.693897247314453, "text": "During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.\n\n b) During the second year of the sponsorship following the first anniversary of the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site", "probability": 0.002359751176937923 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Minimum Commitment": [ { "score": 13.582662582397461, "text": "During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "probability": 0.42706413518019626 }, { "text": "", "score": 12.245749473571777, "probability": 0.11217061861389777 }, { "score": 12.189753532409668, "text": "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.", "probability": 0.1060621402846362 }, { "score": 11.781440734863281, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall. 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).", "probability": 0.0705070252578334 }, { "score": 11.703315734863281, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the second year, Excite will use commercially reasonable efforts to \"make good\" the shortfall within [****] following the second year end.", "probability": 0.0652083386331122 }, { "score": 11.36252212524414, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall.", "probability": 0.04637654075864217 }, { "score": 11.254049301147461, "text": "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).", "probability": 0.04160918433507885 }, { "score": 11.108197212219238, "text": "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.", "probability": 0.035962215982932054 }, { "score": 10.818830490112305, "text": "During the second year of the sponsorship following the first anniversary of the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "probability": 0.02692626243803799 }, { "score": 10.806168556213379, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the second year, Excite will use commercially reasonable efforts to \"make good\" the shortfall within [****] following the second year end. However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site.", "probability": 0.026587473272254025 }, { "score": 9.928261756896973, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the second year, Excite will use commercially reasonable efforts to \"make good\" the shortfall within [****] following the second year end. 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", "probability": 0.011051137633634854 }, { "score": 9.833199501037598, "text": "However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site.", "probability": 0.010048979831761283 }, { "score": 8.955292701721191, "text": "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", "probability": 0.00417687901596525 }, { "score": 8.742846488952637, "text": "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", "probability": 0.0033774402766616612 }, { "score": 8.714385986328125, "text": "During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site", "probability": 0.0032826716075815996 }, { "score": 8.479541778564453, "text": "Excite will credit Sponsor in an amount equal to [****].", "probability": 0.0025955888229478087 }, { "score": 8.319222450256348, "text": "During the second year of the sponsorship following the first anniversary of the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.\n\n 4 5 CONFIDENTIAL", "probability": 0.0022111087118351002 }, { "score": 8.147446632385254, "text": "a) During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "probability": 0.0018621248933099635 }, { "score": 7.937730312347412, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall", "probability": 0.001509837352403143 }, { "score": 7.869528770446777, "text": "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.", "probability": 0.001410297097278831 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Volume Restriction": [ { "score": 12.268989562988281, "text": "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.", "probability": 0.2908834329171175 }, { "score": 12.200164794921875, "text": "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.", "probability": 0.2715368464922434 }, { "text": "", "score": 12.153693199157715, "probability": 0.2592068130173089 }, { "score": 10.825418472290039, "text": "During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "probability": 0.06867268500975976 }, { "score": 10.352790832519531, "text": "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.", "probability": 0.04280795210962533 }, { "score": 9.872845649719238, "text": "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.", "probability": 0.02649030188703768 }, { "score": 8.748608589172363, "text": "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", "probability": 0.008606705759835798 }, { "score": 8.677083015441895, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall.", "probability": 0.008012606109912172 }, { "score": 8.231528282165527, "text": "More than one Impression may appear on a page, except,", "probability": 0.0051318249257100955 }, { "score": 7.872767448425293, "text": "More than one Impression may appear on a page, except", "probability": 0.0035847921625584028 }, { "score": 7.692314147949219, "text": "In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become available through Sponsor.", "probability": 0.002992913111007221 }, { "score": 7.488726615905762, "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", "probability": 0.0024416149025017924 }, { "score": 7.299796104431152, "text": "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", "probability": 0.002021276321466837 }, { "score": 7.202980041503906, "text": "Excite will credit Sponsor in an amount equal to [****].", "probability": 0.001834758914750528 }, { "score": 7.194827079772949, "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;", "probability": 0.0018198610090832887 }, { "score": 6.959506034851074, "text": "During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site", "probability": 0.0014382672416340364 }, { "score": 6.204021453857422, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall. If Excite fails to \"make good\" the shortfall within [****] following the first year end, Sponsor may terminate the", "probability": 0.000675673372569744 }, { "score": 6.128249168395996, "text": "More than one Impression may appear on a page, except", "probability": 0.0006263676488198295 }, { "score": 6.109048843383789, "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", "probability": 0.0006144559069815844 }, { "score": 6.086658954620361, "text": "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", "probability": 0.0006008511800760602 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.29979133605957, "probability": 0.5188309729198615 }, { "score": 11.24164867401123, "text": "Any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.18008617560600162 }, { "score": 10.582293510437012, "text": "Any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.09313781948424586 }, { "score": 10.379823684692383, "text": "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).", "probability": 0.07606669341265035 }, { "score": 10.085576057434082, "text": "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).", "probability": 0.05667668195308123 }, { "score": 9.775840759277344, "text": "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).", "probability": 0.04158034480471494 }, { "score": 9.219432830810547, "text": "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).", "probability": 0.023836538785633295 }, { "score": 6.681548595428467, "text": "Excite will retain all right, title, and interest in and to the Excite Site and the Excite Network and the Broadcast Pages", "probability": 0.001883883638247148 }, { "score": 6.560676097869873, "text": "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", "probability": 0.0016693977181240756 }, { "score": 6.320188999176025, "text": "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.", "probability": 0.001312555256589152 }, { "score": 6.1797380447387695, "text": "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", "probability": 0.0011405662623246346 }, { "score": 6.125141620635986, "text": "b) Excite will retain all right, title, and interest in and to the Excite Site and the Excite Network and the Broadcast Pages", "probability": 0.0010799647873681137 }, { "score": 5.41484260559082, "text": "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).", "probability": 0.0005307996803495399 }, { "score": 5.280716896057129, "text": "Data relating to the use of Sponsor's Site (excluding users referred from the Excite Site) will be owned solely by Sponsor.", "probability": 0.0004641737719921078 }, { "score": 4.947501182556152, "text": "worldwide (including, but not limited to, ownership of all copyrights, look and feel and other intellectual property rights therein).", "probability": 0.0003326341632531912 }, { "score": 4.914689064025879, "text": "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.", "probability": 0.00032189685195670696 }, { "score": 4.843827247619629, "text": "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.", "probability": 0.00029987608588584615 }, { "score": 4.800899505615234, "text": "All data concerning users and their behavior relating to the use of the Excite Site will be owned solely by Excite.", "probability": 0.00028727547547886996 }, { "score": 4.667295932769775, "text": "Sponsor will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, subject to the limited license granted to Excite hereunder.\n\n b) Excite will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, subject to the limited license granted to Sponsor hereunder.", "probability": 0.0002513478980424236 }, { "score": 4.489475250244141, "text": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such", "probability": 0.000210401444199509 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Joint Ip Ownership": [ { "score": 13.076740264892578, "text": "Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties.", "probability": 0.37448215540181407 }, { "text": "", "score": 12.254146575927734, "probability": 0.16450656261566848 }, { "score": 12.133442878723145, "text": "Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties.\n\n b) All jointly owned and shared data will be held in confidence and will not be used except in accordance with reasonable guidelines to be mutually agreed upon by the parties.", "probability": 0.14580159607414736 }, { "score": 11.837636947631836, "text": "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.", "probability": 0.10846644206682908 }, { "score": 11.33448314666748, "text": "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.", "probability": 0.06558106653969398 }, { "score": 10.520166397094727, "text": "Such joint promotions, when possible and where Sponsor controls any applicable rights, will include but not be limited to the following:", "probability": 0.029048599870190744 }, { "score": 10.158211708068848, "text": "Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties.\n\n b) All jointly owned and shared data will be held in confidence", "probability": 0.02022694438189451 }, { "score": 9.857662200927734, "text": "Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties", "probability": 0.014976257125070506 }, { "score": 9.800983428955078, "text": "Such joint promotions, when possible and where Sponsor controls any applicable rights, will include but not be limited to the following:", "probability": 0.014151028638638137 }, { "score": 9.786821365356445, "text": "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.", "probability": 0.013952033289399115 }, { "score": 9.768850326538086, "text": "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).", "probability": 0.01370354028398603 }, { "score": 9.3592529296875, "text": "All jointly owned and shared data will be held in confidence", "probability": 0.009098020091515842 }, { "score": 8.913793563842773, "text": "Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties.\n\n b) All jointly owned and shared data will be held in confidence and will not be used except in accordance with reasonable guidelines to be mutually agreed upon by the parties", "probability": 0.005827554544006695 }, { "score": 8.566744804382324, "text": "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).", "probability": 0.004118745769698926 }, { "score": 8.473867416381836, "text": "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.", "probability": 0.0037534345626257896 }, { "score": 8.37620735168457, "text": "Any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.003404204344085176 }, { "score": 8.249063491821289, "text": "All jointly owned and shared data will be held in confidence and will not be used except in accordance with reasonable guidelines to be mutually agreed upon by the parties.\n\n 9 10 CONFIDENTIAL", "probability": 0.0029977661049934573 }, { "score": 8.114834785461426, "text": "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", "probability": 0.002621216893899 }, { "score": 7.750836372375488, "text": "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", "probability": 0.0018214634295854145 }, { "score": 7.530569076538086, "text": "All data concerning users and their behavior relating to the use of the Excite Site will be owned solely by Excite. Data relating to the use of Sponsor's Site (excluding users referred from the Excite Site) will be owned solely by Sponsor. Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties.\n\n b) All jointly owned and shared data will be held in confidence and will not be used except in accordance with reasonable guidelines to be mutually agreed upon by the parties.", "probability": 0.001461367972257725 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__License Grant": [ { "score": 12.14342212677002, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement.", "probability": 0.4037621993139596 }, { "text": "", "score": 11.940784454345703, "probability": 0.3297017364017666 }, { "score": 11.524733543395996, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "probability": 0.2174866579145278 }, { "score": 9.147157669067383, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in", "probability": 0.020177369031913975 }, { "score": 8.467884063720703, "text": "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.", "probability": 0.010229626060300904 }, { "score": 8.14964485168457, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement\n\n b) Excite will retain all right, title, and interest in and to the Excite Site and the Excite Network and the Broadcast Pages", "probability": 0.007441324178683057 }, { "score": 7.767948627471924, "text": "Each party hereby grants to the other a non-exclusive, limited", "probability": 0.0050802099516503675 }, { "score": 6.548171520233154, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement", "probability": 0.0015001655708189272 }, { "score": 6.41907262802124, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in", "probability": 0.001318476087293695 }, { "score": 6.263756275177002, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from time to time.", "probability": 0.0011288057748991456 }, { "score": 5.451481819152832, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names", "probability": 0.0005010175149553247 }, { "score": 5.090166091918945, "text": "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.", "probability": 0.00034908845165565743 }, { "score": 4.822652816772461, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content", "probability": 0.00026715047009900444 }, { "score": 4.463505744934082, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using,", "probability": 0.00018654359894104645 }, { "score": 4.305213928222656, "text": "Subject to the terms and conditions of this", "probability": 0.00015923373743722874 }, { "score": 4.299866676330566, "text": "Subject", "probability": 0.00015838454697450217 }, { "score": 4.225992202758789, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement\n\n", "probability": 0.00014710571001252956 }, { "score": 4.182431697845459, "text": "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:", "probability": 0.00014083527417481029 }, { "score": 4.142773628234863, "text": "which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "probability": 0.00013535931964019397 }, { "score": 4.092411041259766, "text": "c) Each party hereby grants to the other a non-exclusive, limited", "probability": 0.00012871109029545606 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.085569381713867, "probability": 0.7241150752643575 }, { "score": 10.590158462524414, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "probability": 0.16231508320425256 }, { "score": 8.807755470275879, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in", "probability": 0.0273068179304466 }, { "score": 8.766700744628906, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement.", "probability": 0.026208444982469197 }, { "score": 8.326828956604004, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content", "probability": 0.016881357362089032 }, { "score": 8.084152221679688, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.", "probability": 0.013243848274580439 }, { "score": 7.815493583679199, "text": "Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 0.010123652578357732 }, { "score": 7.735286712646484, "text": "Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.\n\n iii) In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.", "probability": 0.009343376106415464 }, { "score": 6.835918426513672, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in", "probability": 0.0038011337150074733 }, { "score": 6.588695526123047, "text": "Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 0.0029685584597548866 }, { "score": 5.683158874511719, "text": "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.", "probability": 0.0012002619399780394 }, { "score": 5.5031538009643555, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement\n\n b) Excite will retain all right, title", "probability": 0.0010025379579176445 }, { "score": 4.552905559539795, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names", "probability": 0.00038762631904292643 }, { "score": 3.956096649169922, "text": "Subject", "probability": 0.00021341377137282548 }, { "score": 3.8594110012054443, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using,", "probability": 0.00019374584482994897 }, { "score": 3.747028350830078, "text": "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", "probability": 0.00017315109097669205 }, { "score": 3.6319992542266846, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries", "probability": 0.00015433652954303345 }, { "score": 3.5530362129211426, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from time to time.", "probability": 0.0001426183859900102 }, { "score": 3.372407913208008, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or", "probability": 0.00011905006679114089 }, { "score": 3.255455493927002, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement", "probability": 0.00010591021582684748 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.226155281066895, "probability": 0.6303853220582643 }, { "score": 10.975839614868164, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "probability": 0.18055141566440736 }, { "score": 10.272109985351562, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement.", "probability": 0.0893254068861972 }, { "score": 10.003475189208984, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in", "probability": 0.06828233965096785 }, { "score": 8.035748481750488, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in", "probability": 0.009544112339492455 }, { "score": 7.202539920806885, "text": "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.", "probability": 0.004148371694493638 }, { "score": 7.167336940765381, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement\n\n b) Excite will retain all right, title, and interest in and to the Excite Site and the Excite Network and the Broadcast Pages", "probability": 0.004004877184207718 }, { "score": 6.942103862762451, "text": "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.", "probability": 0.0031972140986005642 }, { "score": 6.5658369064331055, "text": "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.", "probability": 0.0021946287111020775 }, { "score": 6.4548163414001465, "text": "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:", "probability": 0.0019640178825696235 }, { "score": 5.994474411010742, "text": "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", "probability": 0.001239428498017367 }, { "score": 5.917080879211426, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in", "probability": 0.0011471227524666619 }, { "score": 5.867990016937256, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from time to time.", "probability": 0.0010921693968428024 }, { "score": 5.841461181640625, "text": "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:", "probability": 0.0010635763616703485 }, { "score": 5.520393371582031, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement", "probability": 0.0007714907053554597 }, { "score": 4.581615447998047, "text": "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).", "probability": 0.0003017342613330078 }, { "score": 4.283697128295898, "text": "Subject to the terms and conditions of this", "probability": 0.00022399604175151098 }, { "score": 4.1387038230896, "text": "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", "probability": 0.00019376286688169985 }, { "score": 4.135589599609375, "text": "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", "probability": 0.0001931603846311722 }, { "score": 4.041714668273926, "text": "Sponsor is in the business of distributing certain online retail music merchandise and related content and maintains a Web site at http://www.musicblvd.com (the \"Sponsor Site\") and other Web sites through which it makes this merchandise and this content available to its users.\n\nD. Sponsor wishes to be the exclusive retail store music sponsor of the Excite Site and the Excite Broadcast Pages, to distribute its music-related content through the Excite Site and the Excite Broadcast Pages and to promote its online retail music merchandise business to Excite.com users.", "probability": 0.00017585256074718235 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.274917602539062, "probability": 0.8371620488777421 }, { "score": 10.341117858886719, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "probability": 0.12105172273498645 }, { "score": 8.65675163269043, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content", "probability": 0.02246259965679226 }, { "score": 7.899736404418945, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in", "probability": 0.01053640560137266 }, { "score": 6.816134929656982, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement.", "probability": 0.0035652528807827914 }, { "score": 6.371204376220703, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in", "probability": 0.002284859266314791 }, { "score": 5.5881028175354, "text": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "probability": 0.0010441497037007965 }, { "score": 5.135756015777588, "text": "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.", "probability": 0.0006642186256323854 }, { "score": 4.406224250793457, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement\n\n b) Excite will retain", "probability": 0.0003202428408891039 }, { "score": 3.752793550491333, "text": "Subject", "probability": 0.00016660885598085686 }, { "score": 3.644562244415283, "text": "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.", "probability": 0.00014951811848873002 }, { "score": 3.4484148025512695, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries", "probability": 0.0001228876025908099 }, { "score": 3.4301819801330566, "text": "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.", "probability": 0.00012066731729729708 }, { "score": 3.1042470932006836, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using,", "probability": 8.710396700050789e-05 }, { "score": 2.752957344055176, "text": "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", "probability": 6.13020128853417e-05 }, { "score": 2.5824458599090576, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names", "probability": 5.169190510508854e-05 }, { "score": 2.571265459060669, "text": "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", "probability": 5.111718765780724e-05 }, { "score": 2.2992196083068848, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or", "probability": 3.894206166821349e-05 }, { "score": 2.029603958129883, "text": "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", "probability": 2.9738999327530776e-05 }, { "score": 2.001739740371704, "text": "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", "probability": 2.892178378444e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "score": 12.217085838317871, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement.", "probability": 0.5634048941503527 }, { "text": "", "score": 11.886783599853516, "probability": 0.40492274821046587 }, { "score": 8.29106330871582, "text": "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.", "probability": 0.011111448938062912 }, { "score": 7.793761730194092, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from time to time.", "probability": 0.006757644848058996 }, { "score": 7.643734931945801, "text": "Such joint promotions, when possible and where Sponsor controls any applicable rights, will include but not be limited to the following:", "probability": 0.005816202956432677 }, { "score": 7.280158042907715, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement", "probability": 0.004043338640290152 }, { "score": 6.772915363311768, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content", "probability": 0.002434711008648254 }, { "score": 4.681188106536865, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names", "probability": 0.00030062272985646607 }, { "score": 4.2108917236328125, "text": "Each", "probability": 0.00018783420895853833 }, { "score": 4.111549377441406, "text": "Each party hereby grants to the other a non-exclusive, limited", "probability": 0.00017007123187567778 }, { "score": 3.8969714641571045, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use", "probability": 0.0001372274059325099 }, { "score": 3.867738962173462, "text": "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.", "probability": 0.00013327397143366988 }, { "score": 3.7741994857788086, "text": "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.", "probability": 0.00012137288105968937 }, { "score": 3.354135274887085, "text": "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", "probability": 7.974254500774246e-05 }, { "score": 3.2231836318969727, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All", "probability": 6.995496058690023e-05 }, { "score": 3.211653232574463, "text": "CONFIDENTIAL\n\n c) Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement.", "probability": 6.915298439482915e-05 }, { "score": 3.0928802490234375, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from time to time", "probability": 6.140849814861648e-05 }, { "score": 3.0905234813690186, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in", "probability": 6.126394299483792e-05 }, { "score": 3.060269355773926, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from", "probability": 5.943821315620422e-05 }, { "score": 3.029681921005249, "text": "Such joint promotions, when possible and where Sponsor controls any applicable rights, will include but not be limited to the following", "probability": 5.7647674282869115e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.215660095214844, "probability": 0.9955621736558294 }, { "score": 6.721930027008057, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "probability": 0.004094225261393691 }, { "score": 3.356886148452759, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement.", "probability": 0.00014149847059034454 }, { "score": 2.8989150524139404, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content", "probability": 8.950708753111926e-05 }, { "score": 1.8626136779785156, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in", "probability": 3.1753928120028585e-05 }, { "score": 1.6789042949676514, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in", "probability": 2.642490812663584e-05 }, { "score": 1.363454818725586, "text": "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.", "probability": 1.9275937930817432e-05 }, { "score": 0.8815598487854004, "text": "Subject", "probability": 1.1905049154297554e-05 }, { "score": -0.026526689529418945, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from time to time.", "probability": 4.8012488948288255e-06 }, { "score": -0.341202974319458, "text": "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", "probability": 3.505032474737105e-06 }, { "score": -0.5878787040710449, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names", "probability": 2.7388114692625484e-06 }, { "score": -0.8702411651611328, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using,", "probability": 2.0650647768635468e-06 }, { "score": -1.0374188423156738, "text": "Subject to the terms and conditions of this", "probability": 1.7471465559598041e-06 }, { "score": -1.269270896911621, "text": "Subject to the terms and conditions of this Agreement, Sponsor", "probability": 1.3855980660995659e-06 }, { "score": -1.360231876373291, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce,", "probability": 1.265124939429738e-06 }, { "score": -1.37310791015625, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement", "probability": 1.2489395732475853e-06 }, { "score": -1.4104987382888794, "text": "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", "probability": 1.2031029628504648e-06 }, { "score": -1.479771614074707, "text": "Each", "probability": 1.1225817269403879e-06 }, { "score": -1.488192081451416, "text": "Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement", "probability": 1.1131687505794655e-06 }, { "score": -1.5562963485717773, "text": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries", "probability": 1.0398811330236691e-06 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.332616806030273, "probability": 0.9995954171016762 }, { "score": 4.35475492477417, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.", "probability": 0.00034283319329252843 }, { "score": 1.4801158905029297, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music", "probability": 1.934830807508693e-05 }, { "score": 0.8695904016494751, "text": "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.", "probability": 1.0507397036695275e-05 }, { "score": 0.8069136142730713, "text": "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.", "probability": 9.869041156314012e-06 }, { "score": 0.24678266048431396, "text": "Sponsor will have [****] after receipt of such written notice to provide notice to Excite that it is prepared to enter into an agreement with Excite on the same terms and conditions as Excite proposes to accept from such third party.", "probability": 5.636547584389474e-06 }, { "score": -0.5130168199539185, "text": "To the extent permitted by applicable law.", "probability": 2.6365526968522725e-06 }, { "score": -0.5472671985626221, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity. 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", "probability": 2.54777871809577e-06 }, { "score": -0.8803913593292236, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity", "probability": 1.8259451216143183e-06 }, { "score": -0.9890876412391663, "text": "store sponsorships of the Excite Site.\n\n iii) In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.", "probability": 1.6378779088491837e-06 }, { "score": -1.1408576965332031, "text": "Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 1.4072414795136618e-06 }, { "score": -1.4174699783325195, "text": "Agreement other than as permitted above will be null and void.\n\n b) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York\n\n c) Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, express courier, confirmed facsimile, confirmed email or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or email or five (5) days after deposit in the mail.", "probability": 1.067179416747322e-06 }, { "score": -1.5245249271392822, "text": "Excite may, upon no less than thirty (30) days prior written notice to Sponsor, cause an independent Certified Public Accountant to inspect the records of Sponsor reasonably related to the calculation of such payments during Sponsor's normal business hours.", "probability": 9.588354153247686e-07 }, { "score": -1.6132190227508545, "text": "In", "probability": 8.774547116924183e-07 }, { "score": -1.8470277786254883, "text": "If", "probability": 6.945169636003722e-07 }, { "score": -1.8928282260894775, "text": "In the event that Excite intends to enter into an", "probability": 6.634252186681549e-07 }, { "score": -2.067725419998169, "text": "iii) In the event that Excite intends to enter into an agreement with a third party with respect to retail music", "probability": 5.569742149650744e-07 }, { "score": -2.079463005065918, "text": "Any", "probability": 5.504749004825536e-07 }, { "score": -2.200899600982666, "text": "In addition, Excite reserves the right to draw upon the editorial content controlled by N2K and available via N2K's network of music-related sites including, but not limited to the following:\n\n\n\n\n\nMusic News AllStar Mag - www.allstarmag.com\n\nLabels N2K record label, N2K Encoded Music - www.n2kencodedmusic.com\n\nMusic Genre Sites Classical Insites - www.classicalinsites.com Leonard Bernstein - www.leonardbernstein.com Rocktropolis - www.rocktropolis.com Jazz Central Station - www.jazzcentralstation.com\n\nN2K will make good faith efforts to assist Excite in obtaining access to music-related content under the control of third parties with which N2K has existing relationships.", "probability": 4.875265571549483e-07 }, { "score": -2.223508358001709, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (", "probability": 4.766278549792576e-07 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.367353439331055, "probability": 0.5494383281817758 }, { "score": 11.22896671295166, "text": "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:", "probability": 0.17600454323804315 }, { "score": 10.88438892364502, "text": "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.", "probability": 0.12470263949857333 }, { "score": 10.278671264648438, "text": "All payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof.", "probability": 0.06804806952760302 }, { "score": 9.481024742126465, "text": "All payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof.", "probability": 0.030648013188877884 }, { "score": 8.365653991699219, "text": "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", "probability": 0.010046226459255396 }, { "score": 8.194397926330566, "text": "Upon the expiration or termination of this Agreement, each party will cease using the trademarks, service marks and/or trade names of the other except:\n\n i) As the parties may agree in writing; or\n\n ii) To the extent permitted by applicable law.", "probability": 0.008465008518768089 }, { "score": 8.032228469848633, "text": "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:", "probability": 0.007197772228635193 }, { "score": 7.6536054611206055, "text": "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.", "probability": 0.004929061262937504 }, { "score": 7.515743255615234, "text": "The parties' existing agreements regarding sponsorship of the", "probability": 0.004294290506503217 }, { "score": 7.424040794372559, "text": "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 [****].", "probability": 0.0039180100710597375 }, { "score": 7.346355438232422, "text": "All payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof.\n\n e) The provisions of Section 12 (Confidentiality), Section 13 (Warranty and Indemnity), Section 14 (Limitation of Liability) and Section 15 (Dispute Resolution) will survive any termination or expiration of this Agreement.", "probability": 0.003625160393600452 }, { "score": 7.1209001541137695, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.", "probability": 0.002893431736450047 }, { "score": 6.310097694396973, "text": "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", "probability": 0.001286133962121881 }, { "score": 6.300687313079834, "text": "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:", "probability": 0.0012740877198762716 }, { "score": 6.153408050537109, "text": "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.", "probability": 0.0010996051338618437 }, { "score": 5.512791633605957, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.\n\n iii) In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.", "probability": 0.0005794561598258617 }, { "score": 5.467662811279297, "text": "The parties' existing agreements regarding sponsorship of the WebCrawler Web site (http://webcrawler.com) and all of the existing advertising buys on the Excite Network will be terminated as of the Commencement Date. Excite will credit Sponsor in an amount equal to [****]. This credit will be\n\n\n\n\n\n applied to reduce the first year exclusivity fee described in Section 7(b) and will be reflected in a reduction of Sponsor's December 31, 1997 payment to Excite described in Section 7(e).", "probability": 0.0005538872719829877 }, { "score": 5.401901721954346, "text": "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", "probability": 0.000518634863246621 }, { "score": 5.319559097290039, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement.", "probability": 0.0004776400770017023 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Audit Rights": [ { "score": 13.669857025146484, "text": "Excite may, upon no less than thirty (30) days prior written notice to Sponsor, cause an independent Certified Public Accountant to inspect the records of Sponsor reasonably related to the calculation of such payments during Sponsor's normal business hours.", "probability": 0.7344079291801714 }, { "text": "", "score": 12.299936294555664, "probability": 0.18663295965353524 }, { "score": 11.09855842590332, "text": "The fees charged by such Certified Public Accountant in connection with the inspection will be paid by Excite unless the payments made to Excite are determined to have been less than ninety percent (90%) of the payment owed to Excite, in which case Sponsor will be responsible for the payment of the reasonable fees for such inspection.", "probability": 0.05613536672599115 }, { "score": 10.071121215820312, "text": "Excite may, upon no less than thirty (30) days prior written notice to Sponsor, cause an independent Certified Public Accountant to inspect the records of Sponsor reasonably related to the calculation of such payments during Sponsor's normal business hours", "probability": 0.02009214267074424 }, { "score": 7.618334770202637, "text": "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.", "probability": 0.0017289985725675017 }, { "score": 5.642634391784668, "text": "Exc", "probability": 0.00023975013615855356 }, { "score": 5.025290489196777, "text": "Excite may, upon no less than thirty (30) days prior written notice to Sponsor, cause an independent Certified Public Accountant", "probability": 0.00012931527036747926 }, { "score": 4.913978576660156, "text": "The", "probability": 0.00011569315450635377 }, { "score": 4.776947021484375, "text": "The fees charged by such Certified Public Accountant in connection with the inspection will be paid by Excite unless the payments made to Excite are determined to have been less than ninety percent (90%) of the payment owed to Excite, in which case Sponsor will be responsible for the payment of the reasonable fees for such inspection.\n\n8. USER DATA AND USAGE REPORTS\n\n a) All data concerning users and their behavior relating to the", "probability": 0.00010087780282981766 }, { "score": 4.188855171203613, "text": "Sponsor's normal business hours.", "probability": 5.602612283148375e-05 }, { "score": 4.096879959106445, "text": "Excite may, upon no less than thirty (30) days prior written notice to Sponsor, cause an independent Certified Public Accountant to inspect the records of Sponsor reasonably related to the calculation of such payments during Sponsor's normal business hours. The", "probability": 5.110298186369122e-05 }, { "score": 4.048035621643066, "text": "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.", "probability": 4.866687002077993e-05 }, { "score": 4.019598484039307, "text": "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", "probability": 4.730241607187002e-05 }, { "score": 3.940420389175415, "text": "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.", "probability": 4.370153726069151e-05 }, { "score": 3.9149527549743652, "text": "which case Sponsor will be responsible for the payment of the reasonable fees for such inspection.", "probability": 4.2602615362297003e-05 }, { "score": 3.5938045978546143, "text": "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.", "probability": 3.090034929089348e-05 }, { "score": 3.5065269470214844, "text": "Excite may, upon no less than thirty (30) days prior written notice", "probability": 2.8317778895513842e-05 }, { "score": 3.336740255355835, "text": ".", "probability": 2.3895810370212297e-05 }, { "score": 3.2840824127197266, "text": "Excite may, upon no less than thirty (30) days prior written notice to Sponsor,", "probability": 2.2670064339770604e-05 }, { "score": 3.24404239654541, "text": "Excite may, upon no less than thirty (30) days prior written notice to Sponsor", "probability": 2.178028682136262e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Uncapped Liability": [ { "score": 13.250237464904785, "text": "THE LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY SPONSOR TO EXCITE HEREUNDER.", "probability": 0.45486833391005577 }, { "score": 12.793992042541504, "text": "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.", "probability": 0.2882310970520493 }, { "text": "", "score": 12.39947509765625, "probability": 0.19426935691929237 }, { "score": 10.263318061828613, "text": "THE LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY SPONSOR TO EXCITE HEREUNDER", "probability": 0.022944737284209493 }, { "score": 9.905099868774414, "text": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.", "probability": 0.016036548603207215 }, { "score": 9.461369514465332, "text": "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:", "probability": 0.010289665588319973 }, { "score": 8.330680847167969, "text": "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.", "probability": 0.003321615906401839 }, { "score": 8.055468559265137, "text": "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", "probability": 0.00252247129957827 }, { "score": 7.831765174865723, "text": "BLE 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.", "probability": 0.002016847625521829 }, { "score": 7.805845737457275, "text": "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.", "probability": 0.001965243730690612 }, { "score": 7.248698711395264, "text": "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", "probability": 0.001125772253305999 }, { "score": 6.7403788566589355, "text": "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.", "probability": 0.0006771580294801421 }, { "score": 6.105612754821777, "text": "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", "probability": 0.0003589340152098821 }, { "score": 5.899121284484863, "text": "Either party may terminate this Agreement if the other party materially breaches its obligations hereunder and such breach remains uncured for thirty (30) days following the notice to the breaching party of the breach, with the following exceptions:\n\n i) Excite will promptly notify Sponsor of any errors,", "probability": 0.00029196884448716437 }, { "score": 5.694290637969971, "text": "LIMITATION OF LIABILITY\n\n EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.", "probability": 0.00023789192005170046 }, { "score": 5.610062599182129, "text": "NEITHER PARTY WILL BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SUCH USAGE REPORTS, EXCEPT TO THE EXTENT THAT SUCH USAGE REPORTS SERVE AS THE BASIS FOR PAYMENTS UNDER THIS AGREEMENT.\n\n\n\n\n\n9. CONTENT OWNERSHIP AND LICENSE\n\n a) Sponsor will retain all right, title and interest in and to the Content worldwide", "probability": 0.0002186753947098983 }, { "score": 5.4674882888793945, "text": "NEITHER PARTY WILL BE HELD LIABLE FOR ANY CLAIMS", "probability": 0.00018961848959145306 }, { "score": 5.218771934509277, "text": "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,", "probability": 0.00014786471230075627 }, { "score": 5.194189071655273, "text": "EX", "probability": 0.00014427408907755854 }, { "score": 5.177768230438232, "text": "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:", "probability": 0.00014192433245883241 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Cap On Liability": [ { "score": 14.03610610961914, "text": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.", "probability": 0.5032893808138921 }, { "score": 13.263784408569336, "text": "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.", "probability": 0.2324891630473058 }, { "score": 12.773001670837402, "text": "THE LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY SPONSOR TO EXCITE HEREUNDER.", "probability": 0.14231755671424615 }, { "text": "", "score": 12.274807929992676, "probability": 0.0864760186808074 }, { "score": 10.374337196350098, "text": "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.", "probability": 0.012928011627369639 }, { "score": 10.019510269165039, "text": "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.", "probability": 0.009066347429094264 }, { "score": 9.49498176574707, "text": "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.", "probability": 0.005365775805509766 }, { "score": 8.530500411987305, "text": "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.", "probability": 0.002045330963638109 }, { "score": 8.524636268615723, "text": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE", "probability": 0.0020333719485851336 }, { "score": 7.920136451721191, "text": "LIMITATION OF LIABILITY\n\n EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.", "probability": 0.0011109279494160326 }, { "score": 7.848175525665283, "text": "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", "probability": 0.0010337931735392987 }, { "score": 7.435670852661133, "text": "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:", "probability": 0.0006843608496398795 }, { "score": 6.480257034301758, "text": "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,", "probability": 0.0002632414095272299 }, { "score": 5.93879508972168, "text": "NEITHER PARTY WILL BE HELD LIABLE FOR ANY CLAIMS", "probability": 0.0001531793678343248 }, { "score": 5.766846179962158, "text": "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.", "probability": 0.0001289804269483178 }, { "score": 5.74669885635376, "text": "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", "probability": 0.00012640781914937258 }, { "score": 5.722360610961914, "text": "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.", "probability": 0.0001233684115823952 }, { "score": 5.711994647979736, "text": "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.", "probability": 0.00012209618451614968 }, { "score": 5.707492828369141, "text": "EX", "probability": 0.00012154776488764158 }, { "score": 5.704129219055176, "text": "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.", "probability": 0.00012113961251095686 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.202558517456055, "probability": 0.42475707106815547 }, { "score": 12.122236251831055, "text": "THE LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY SPONSOR TO EXCITE HEREUNDER.", "probability": 0.3919738554903659 }, { "score": 10.243658065795898, "text": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.", "probability": 0.0598964331350016 }, { "score": 9.554770469665527, "text": "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.", "probability": 0.03007605560177198 }, { "score": 9.315821647644043, "text": "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.", "probability": 0.023683545828888042 }, { "score": 9.128839492797852, "text": "THE LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY SPONSOR TO EXCITE HEREUNDER", "probability": 0.019644519299508365 }, { "score": 8.64484691619873, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.", "probability": 0.0121072664662667 }, { "score": 8.536632537841797, "text": "THE LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY SPONSOR TO EXCITE HEREUNDER.\n\n15. DISPUTE RESOLUTION\n\n a) The parties agree that any breach of either of the parties' obligations regarding trademarks, service marks or trade names and/or confidentiality would result in irreparable injury for which there is no adequate remedy at law.", "probability": 0.010865486922527747 }, { "score": 8.53247356414795, "text": "NEITHER PARTY WILL BE HELD LIABLE FOR ANY CLAIMS", "probability": 0.010820391488609324 }, { "score": 7.450050354003906, "text": "NEITHER PARTY WILL BE HELD LIABLE FOR ANY CLAIM", "probability": 0.0036656630922796505 }, { "score": 7.09197998046875, "text": "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.", "probability": 0.002562386039348668 }, { "score": 7.0472517013549805, "text": "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.", "probability": 0.0024503003084255653 }, { "score": 6.924553871154785, "text": "Excite will credit Sponsor in an amount equal to [****].", "probability": 0.0021673663388175565 }, { "score": 6.106522560119629, "text": "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\").", "probability": 0.0009564578582834916 }, { "score": 5.953747749328613, "text": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions:", "probability": 0.0008209497640674277 }, { "score": 5.931920051574707, "text": "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.", "probability": 0.0008032244756254186 }, { "score": 5.9139628410339355, "text": "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.", "probability": 0.000788929537341758 }, { "score": 5.82607364654541, "text": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions:\n\n i) \"Gross margin\" is defined as [****].", "probability": 0.0007225508629714281 }, { "score": 5.809616565704346, "text": "Excite will credit Sponsor in an amount equal to [****].", "probability": 0.0007107570966701377 }, { "score": 5.510086536407471, "text": "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", "probability": 0.0005267893250740642 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.955795288085938, "probability": 0.31034180779270726 }, { "score": 11.75588321685791, "text": "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", "probability": 0.2541087244915095 }, { "score": 11.706537246704102, "text": "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.", "probability": 0.24187383674681415 }, { "score": 10.44205379486084, "text": "Notwithstanding the foregoing, Excite may make available opportunities on the Excite Site to purchase Music Products from parties other than Sponsor if such Music Products are not available from Sponsor so long as, prior to entering into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor, Excite notifies Sponsor of its interest in the Music Products and gives Sponsor thirty (30) days to make the desired Music Products available through the Sponsor Site.", "probability": 0.06830157337944776 }, { "score": 9.969797134399414, "text": "In the event of three or more errors, failures or outages of the Content or the Co-Branded", "probability": 0.04259241314183099 }, { "score": 8.731992721557617, "text": "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.", "probability": 0.012352663765252734 }, { "score": 8.694832801818848, "text": "In the event that Sponsor fails to meet these quality criteria, Excite may terminate this agreement on thirty (30)", "probability": 0.011902063751437372 }, { "score": 8.429095268249512, "text": "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", "probability": 0.009124601944553626 }, { "score": 8.21983528137207, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall.", "probability": 0.007401733941083391 }, { "score": 7.935548305511475, "text": "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", "probability": 0.005570179687339448 }, { "score": 7.897402763366699, "text": "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.", "probability": 0.0053617036574510855 }, { "score": 7.753120422363281, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "probability": 0.004641322884938318 }, { "score": 7.738461494445801, "text": "However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site.", "probability": 0.004573782312959957 }, { "score": 7.716329097747803, "text": "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.", "probability": 0.00447366554714571 }, { "score": 7.671161651611328, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the second year, Excite will use commercially reasonable efforts to \"make good\" the shortfall within [****] following the second year end. However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site.", "probability": 0.0042760969217756585 }, { "score": 7.4149580001831055, "text": "In the event that Sponsor fails to meet these quality criteria,", "probability": 0.003309632009847844 }, { "score": 7.260800838470459, "text": "Notwithstanding the foregoing, Excite may make available opportunities on the Excite Site to purchase Music Products from parties other than Sponsor if such Music Products are not available from Sponsor so long as, prior to entering into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor, Excite notifies Sponsor of its interest in the Music Products and gives Sponsor thirty (30) days to make the desired Music Products available through the Sponsor Site", "probability": 0.002836809049081719 }, { "score": 7.104281425476074, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the second year, Excite will use commercially reasonable efforts to \"make good\" the shortfall within [****] following the second year end.", "probability": 0.0024257977351196873 }, { "score": 7.089074611663818, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall. 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).", "probability": 0.002389188143721628 }, { "score": 6.980049133300781, "text": "Sponsor will take all reasonable measures to correct any such errors or outages as soon as reasonably possible.", "probability": 0.0021424030959821053 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Insurance": [ { "text": "", "score": 12.267049789428711, "probability": 0.9999932006251845 }, { "score": -0.9479973912239075, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "probability": 1.8229509295423894e-06 }, { "score": -1.9516010284423828, "text": "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.", "probability": 6.682138250371284e-07 }, { "score": -2.0683510303497314, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement.", "probability": 5.945817503447793e-07 }, { "score": -2.2794954776763916, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall.", "probability": 4.81407339044389e-07 }, { "score": -2.3930578231811523, "text": "Classical Insites - www.classicalinsites.com", "probability": 4.2972755933128735e-07 }, { "score": -2.4063735008239746, "text": "Classical Insites - www.classicalinsites.com Leonard Bernstein - www.leonardbernstein.com", "probability": 4.240433740534396e-07 }, { "score": -2.597102165222168, "text": "Sponsor will retain all right, title and interest in and to the Content worldwide (including, but not limited to,", "probability": 3.5041111620823516e-07 }, { "score": -2.6575803756713867, "text": "Classical Insites", "probability": 3.2984698742097615e-07 }, { "score": -2.8152236938476562, "text": "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", "probability": 2.817402519996247e-07 }, { "score": -3.1092638969421387, "text": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall. 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).", "probability": 2.0996594505821594e-07 }, { "score": -3.151641607284546, "text": "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", "probability": 2.012539696021299e-07 }, { "score": -3.199615955352783, "text": "Classical Insites - www.classicalinsites.com Leonard Bernstein - www.leonardbernstein.com Rocktropolis - www.rocktropolis.com Jazz Central Station - www.jazzcentralstation.com\n\nN2K will make good faith efforts to assist Excite in obtaining access to music-related content under the control of third parties with which N2K has existing relationships.", "probability": 1.9182687887815375e-07 }, { "score": -3.558595657348633, "text": "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.", "probability": 1.3396969139808134e-07 }, { "score": -3.5657262802124023, "text": "In the event that Sponsor fails to meet these quality criteria,", "probability": 1.3301780186945822e-07 }, { "score": -3.63247013092041, "text": "If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.", "probability": 1.244294784417757e-07 }, { "score": -3.725081205368042, "text": "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).", "probability": 1.1342343669687611e-07 }, { "score": -3.7717623710632324, "text": "Sponsor", "probability": 1.082503799769956e-07 }, { "score": -3.773454189300537, "text": "Sponsor will retain all right, title and interest in and to the Content worldwide (including, but not limited to", "probability": 1.0806739484239504e-07 }, { "score": -3.9317426681518555, "text": "Classical Insites - www.classicalinsites.com Leonard Bernstein - www.leonardbernstein.com Rocktropolis - www.rocktropolis.com", "probability": 9.224670646140616e-08 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.231903076171875, "probability": 0.8335373706111364 }, { "score": 10.2444486618042, "text": "In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks,\n\n\n\n\n\n service marks or trade names and/or confidentiality, cannot be resolved through good faith negotiation and mediation, the parties will refer the dispute(s) to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes.", "probability": 0.11423116090693344 }, { "score": 8.38258171081543, "text": "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.", "probability": 0.017749496895345322 }, { "score": 8.170893669128418, "text": "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.", "probability": 0.014363196407594961 }, { "score": 6.983360290527344, "text": "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.", "probability": 0.004380381194492422 }, { "score": 6.91349458694458, "text": "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,", "probability": 0.004084788890256085 }, { "score": 6.7261738777160645, "text": "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.", "probability": 0.0033870161379436305 }, { "score": 6.214430809020996, "text": "c) In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks,\n\n\n\n\n\n service marks or trade names and/or confidentiality, cannot be resolved through good faith negotiation and mediation, the parties will refer the dispute(s) to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes.", "probability": 0.002030346097297137 }, { "score": 6.104031085968018, "text": "Any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.0018181264481021944 }, { "score": 5.58799934387207, "text": "The breach of any warranty, representation or covenant in this Agreement; or\n\n ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content.", "probability": 0.0010852113977521554 }, { "score": 5.456664085388184, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "probability": 0.0009516476256520272 }, { "score": 5.077762603759766, "text": "In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks,\n\n\n\n\n\n service marks or trade names and/or confidentiality,", "probability": 0.0006515103895253872 }, { "score": 4.735025405883789, "text": "In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement,", "probability": 0.0004624581866609888 }, { "score": 4.524409770965576, "text": "In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks,\n\n\n\n\n\n service marks or trade names and/or confidentiality, cannot be resolved through good faith negotiation and mediation,", "probability": 0.0003746306138317691 }, { "score": 4.102901935577393, "text": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such", "probability": 0.00024577897964231144 }, { "score": 3.9221582412719727, "text": "In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks,\n\n\n\n\n\n service marks or trade names and/or confidentiality, cannot be resolved through good faith negotiation and mediation, the parties will refer the dispute(s) to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes.\n\n16. GENERAL\n\n a) Assignment. Neither party may assign this Agreement, in whole", "probability": 0.0002051392426563016 }, { "score": 3.520446300506592, "text": "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.", "probability": 0.00013727374079646092 }, { "score": 3.3177695274353027, "text": "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.", "probability": 0.00011208979231586425 }, { "score": 3.1748697757720947, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.", "probability": 9.716402361496931e-05 }, { "score": 3.1545796394348145, "text": "or\n\n ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content.", "probability": 9.521241845035122e-05 } ], "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.229536056518555, "probability": 0.9782041306566385 }, { "score": 7.731563568115234, "text": "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.", "probability": 0.010888921349481879 }, { "score": 7.421710014343262, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to 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opportunities to purchase Music Products will link to pages in the Sponsor", "probability": 0.00022959385254565646 }, { "score": 3.5985357761383057, "text": "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.", "probability": 0.00017459576181182165 }, { "score": 2.7211992740631104, "text": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.", "probability": 7.261248431687349e-05 }, { "score": 2.5807700157165527, "text": "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.", "probability": 6.309916957419555e-05 }, { "score": 2.490774393081665, "text": "Exc", "probability": 5.766855127432668e-05 }, { "score": 2.413790702819824, "text": "Excite will credit Sponsor in an amount equal to [****].", "probability": 5.3395597358195e-05 }, { "score": 2.3879880905151367, "text": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions:", "probability": 5.203547428541947e-05 }, { "score": 2.001399517059326, "text": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions:\n\n i) \"Gross margin\" is defined as [****].", "probability": 3.535136870738737e-05 }, { "score": 1.9681875705718994, "text": "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.", "probability": 3.4196563748946155e-05 }, { "score": 1.9466755390167236, "text": "Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site", "probability": 3.3468782285323277e-05 }, { "score": 1.8442232608795166, "text": "In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity", "probability": 3.0209633215143096e-05 }, { "score": 1.5133706331253052, "text": "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:", "probability": 2.1699912459133936e-05 }, { "score": 1.162669062614441, "text": "but not limited to, acts of God, power outages and governmental restrictions.", "probability": 1.5280945435665306e-05 }, { "score": 1.126781940460205, "text": "f) Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions:\n\n i) \"Gross margin\" is defined as [****].", "probability": 1.4742279672615701e-05 }, { "score": 0.9699189066886902, "text": "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.", "probability": 1.260201220429315e-05 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Document Name": [ { "score": 13.32734203338623, "text": "TRADEMARK LICENSE AGREEMENT", "probability": 0.37363172073953166 }, { "score": 13.097119331359863, "text": "FORM OF TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT", "probability": 0.29679685246769244 }, { "score": 12.097526550292969, "text": "FORM OF TRADEMARK LICENSE AGREEMENT", "probability": 0.10922993166807389 }, { "score": 11.2638578414917, "text": "TRADEMARK LICENSE AGREEMENT (this \"Agreement\"), made and entered into as of the [ ] day of [ ], 2020 (the \"Effective Date\"), by and between ARCONIC INC., a corporation organized under the laws of Delaware (\"Licensee\") and ARCONIC ROLLED PRODUCTS CORP., a corporation organized under the laws of Delaware (\"Licensor\"). 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Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. 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Licensee shall defend, indemnify and hold harmless Licensor and its officers, directors, employees, agents, corporate subsidiaries, parents, and affiliates (\"Licensor Indemnitees\") from and against any and all demands, claims, actions or causes of action, assessments, deficiencies, damages, losses, liabilities and expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), incurred in conjunction with or arising out of or relating to any third-party claim concerning the Licensed Products and any acts or omissions of Licensee with respect to the Licensed Mark, including without limitation Licensee's performance of its obligations under this Agreement. The Licensor Indemnitees agree to cooperate with Licensee, at Licensee's expense, to provide copies of any documents or materials reasonably requested by Licensee in support of its defense of the Licensor Indemnitees. 4. TERM AND TERMINATION. 4.1 Term. 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The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement.", "probability": 9.48374575153032e-08 }, { "score": -5.02158784866333, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 9.482416317221532e-08 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.65579891204834, "probability": 0.999993638387571 }, { "score": -0.7583585977554321, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 4.060664728842502e-06 }, { "score": -3.0912399291992188, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement", "probability": 3.9394867490195945e-07 }, { "score": -3.2797656059265137, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 3.2626011348327597e-07 }, { "score": -3.7784078121185303, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 1.9815563378388038e-07 }, { "score": -4.1147379875183105, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense.", "probability": 1.415598471534802e-07 }, { "score": -4.141952991485596, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 1.3775924660644994e-07 }, { "score": -4.206448554992676, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 1.2915484176034857e-07 }, { "score": -4.358419418334961, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 1.1094572801372278e-07 }, { "score": -4.371793746948242, "text": "Licensor shall have the right to terminate this Agreement.", "probability": 1.094717818796625e-07 }, { "score": -4.4206862449646, "text": "Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 1.0424817122312332e-07 }, { "score": -4.484198093414307, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 9.783305150046788e-08 }, { "score": -4.620865821838379, "text": "terminate this Agreement.", "probability": 8.533585800987599e-08 }, { "score": -4.634337902069092, "text": "Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense.", "probability": 8.4193915923445e-08 }, { "score": -4.731672286987305, "text": "6.9 Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected and the invalid provision shall be severed herefrom. 6.10 Assignment. This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 7.638514776390182e-08 }, { "score": -4.788630962371826, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 7.215593932030377e-08 }, { "score": -4.929682731628418, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor", "probability": 6.266341795265421e-08 }, { "score": -4.998849868774414, "text": "this Agreement.", "probability": 5.8475665567451124e-08 }, { "score": -5.03566312789917, "text": "Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 5.6362127536358537e-08 }, { "score": -5.041420936584473, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense.", "probability": 5.6038537667167385e-08 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Governing Law": [ { "score": 15.846465110778809, "text": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 0.9762111613019947 }, { "text": "", "score": 12.099258422851562, "probability": 0.023022505301262344 }, { "score": 7.314263820648193, "text": ".", "probability": 0.00019233389645087319 }, { "score": 7.296679496765137, "text": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. 6.2 Jurisdiction and Venue. Each of the parties:", "probability": 0.00018898139702450603 }, { "score": 6.4679365158081055, "text": "Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 8.250885334176085e-05 }, { "score": 5.986534118652344, "text": "6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 5.098355876846222e-05 }, { "score": 5.969454765319824, "text": "This", "probability": 5.01201864617978e-05 }, { "score": 5.392483711242676, "text": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. 6.2 Jurisdiction and Venue. Each of the parties: (a) submits to the exclusive jurisdiction of any state or federal court sitting in Wilmington, Delaware for any action or proceeding arising out of, or relating to, this Agreement; (b) agrees that all claims in respect of the action or proceeding may be heard and determined in any such court; and (c) agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court.", "probability": 2.8147338308723233e-05 }, { "score": 5.23223876953125, "text": "shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 2.397970516627906e-05 }, { "score": 5.050325870513916, "text": "without regard to its conflicts of law principles.", "probability": 1.9991255551557186e-05 }, { "score": 5.037811279296875, "text": "the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 1.9742632115586133e-05 }, { "score": 5.016781806945801, "text": "Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 1.9331790016401688e-05 }, { "score": 4.871334552764893, "text": "by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 1.6714951825787515e-05 }, { "score": 4.807988166809082, "text": "be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 1.5688959553286207e-05 }, { "score": 4.678284645080566, "text": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles", "probability": 1.378048870952266e-05 }, { "score": 4.395564079284668, "text": "the State of Delaware without regard to its conflicts of law principles.", "probability": 1.0386772943153406e-05 }, { "score": 4.383997440338135, "text": "in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 1.0267325027868084e-05 }, { "score": 4.223483562469482, "text": "governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 8.74474236741355e-06 }, { "score": 4.088155746459961, "text": "6. MISCELLANEOUS. 6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 7.637916308333622e-06 }, { "score": 3.999744176864624, "text": "with the laws of the State of Delaware without regard to its conflicts of law principles.", "probability": 6.991626801610058e-06 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Most Favored Nation": [ { "text": "", "score": 11.968995094299316, "probability": 0.9999572732932863 }, { "score": 0.30073702335357666, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 8.560937964125338e-06 }, { "score": 0.23731887340545654, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 8.03487634440197e-06 }, { "score": -0.33380842208862305, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 4.53880750728177e-06 }, { "score": -0.4952428340911865, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 3.862172704576347e-06 }, { "score": -0.7013552188873291, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details. Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon. If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 3.1428106693167796e-06 }, { "score": -0.8930492401123047, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details.", "probability": 2.5945769958032936e-06 }, { "score": -1.1302791833877563, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 2.0466279833268247e-06 }, { "score": -1.5384780168533325, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 1.3606938033555906e-06 }, { "score": -1.709884762763977, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 1.1463557220144835e-06 }, { "score": -1.8789126873016357, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details. Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon.", "probability": 9.680805801086927e-07 }, { "score": -1.909165382385254, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 9.392321057562611e-07 }, { "score": -1.9969696998596191, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 8.602803419744175e-07 }, { "score": -2.0056023597717285, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 8.528857975684099e-07 }, { "score": -2.102189540863037, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 7.743612331141347e-07 }, { "score": -2.132371425628662, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details. Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon. If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 7.513387305311464e-07 }, { "score": -2.3240654468536377, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details.", "probability": 6.202747767545115e-07 }, { "score": -2.3922924995422363, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark.", "probability": 5.793666449890888e-07 }, { "score": -2.437422275543213, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 5.538011789016175e-07 }, { "score": -2.4640939235687256, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 5.392256297884254e-07 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Compete": [ { "text": "", "score": 11.818380355834961, "probability": 0.9959332918225342 }, { "score": 4.981310844421387, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 0.001068879354982134 }, { "score": 4.914356708526611, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 0.0009996566908955194 }, { "score": 4.8729424476623535, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.000959102211049761 }, { "score": 4.009233474731445, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.00040435316914460347 }, { "score": 3.510586738586426, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.0002455847105792641 }, { "score": 2.5794296264648438, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 9.678430366097987e-05 }, { "score": 2.0134828090667725, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 5.4956282826948615e-05 }, { "score": 1.6018226146697998, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 3.64112508830114e-05 }, { "score": 1.4048926830291748, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 2.9902673330184387e-05 }, { "score": 1.3379385471343994, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 2.7966119217151006e-05 }, { "score": 1.3229734897613525, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 2.7550720622911782e-05 }, { "score": 1.2560193538665771, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 2.5766483449525774e-05 }, { "score": 1.1579022407531738, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 2.3358418235830086e-05 }, { "score": 1.0192408561706543, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 2.033403450122868e-05 }, { "score": 0.873774528503418, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 1.7581192643979477e-05 }, { "score": 0.1868302822113037, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 8.845293278584927e-06 }, { "score": 0.16771681606769562, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 8.677834521650707e-06 }, { "score": -0.27084970474243164, "text": "License", "probability": 5.5968587209396856e-06 }, { "score": -0.3065497875213623, "text": "License", "probability": 5.400574921706036e-06 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Exclusivity": [ { "text": "", "score": 12.154539108276367, "probability": 0.9972488723874754 }, { "score": 5.326796531677246, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 0.0010803205292687751 }, { "score": 5.206467628479004, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.0009578432660858062 }, { "score": 3.757084608078003, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 0.0002248202375928216 }, { "score": 3.1249685287475586, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 0.00011948430926349565 }, { "score": 2.7085587978363037, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 7.87891524878954e-05 }, { "score": 2.6458003520965576, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 7.399643252091118e-05 }, { "score": 2.601151943206787, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 7.076527922435343e-05 }, { "score": 1.8333852291107178, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 3.283850500272187e-05 }, { "score": 1.4564998149871826, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 2.2527039556770077e-05 }, { "score": 1.142276406288147, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 1.6452754945121775e-05 }, { "score": 1.0192856788635254, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 1.4548708250357498e-05 }, { "score": 0.7010940313339233, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 1.0583652165624125e-05 }, { "score": 0.5580019950866699, "text": "License", "probability": 9.172579329699982e-06 }, { "score": 0.34632569551467896, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 7.422695204129687e-06 }, { "score": 0.2636730670928955, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 6.833859522890881e-06 }, { "score": 0.22168701887130737, "text": "Each of the parties:", "probability": 6.5528728047691334e-06 }, { "score": 0.16591930389404297, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark", "probability": 6.197437094054838e-06 }, { "score": 0.13710689544677734, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor", "probability": 6.0214218926013695e-06 }, { "score": 0.12633037567138672, "text": "License", "probability": 5.95688031192812e-06 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.027017593383789, "probability": 0.9998077859692152 }, { "score": 2.7456204891204834, "text": "Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose.", "probability": 9.312300197752896e-05 }, { "score": 2.5642435550689697, "text": "Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose.", "probability": 7.767584136959878e-05 }, { "score": 0.3078409433364868, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 8.134722883827517e-06 }, { "score": -0.8942484855651855, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 2.445017417220503e-06 }, { "score": -1.3506736755371094, "text": "Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose.", "probability": 1.5490271001506378e-06 }, { "score": -1.408475399017334, "text": "Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose. Neither Licensor, on the one hand, nor Licensee, on the other hand, shall be responsible for the acts or omissions of the other.", "probability": 1.4620291989598052e-06 }, { "score": -1.758344292640686, "text": "Licensee: Arconic Inc. Arconic Rolled Products Corp. 201 Isabella Street 201 Isabella Street Pittsburgh, PA 15212 Pittsburgh, PA 15212 Attn.: General Counsel Attn: General Counsel 6.6 No Agency. Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose.", "probability": 1.0304096477479376e-06 }, { "score": -1.838897466659546, "text": "Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose. Neither Licensor, on the one hand, nor Licensee, on the other hand, shall be responsible for the acts or omissions of the other.", "probability": 9.506619623335204e-07 }, { "score": -1.8546719551086426, "text": "Nothing", "probability": 9.357834154460535e-07 }, { "score": -2.0912201404571533, "text": "Nothing", "probability": 7.386586236646882e-07 }, { "score": -2.112332582473755, "text": "Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose", "probability": 7.232272069375018e-07 }, { "score": -2.3781259059906006, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 5.544242040745057e-07 }, { "score": -2.3852081298828125, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 5.505115193389693e-07 }, { "score": -2.481027841567993, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 5.00210079654187e-07 }, { "score": -2.635491132736206, "text": "No Agency. Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose.", "probability": 4.286174852139499e-07 }, { "score": -2.806680917739868, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 3.6117951034582034e-07 }, { "score": -2.808899402618408, "text": "Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose", "probability": 3.6037912721088935e-07 }, { "score": -2.834841728210449, "text": "Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 3.511502810046954e-07 }, { "score": -2.8695316314697266, "text": "License", "probability": 3.391777748750347e-07 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.802462577819824, "probability": 0.8248689025365216 }, { "score": 9.713907241821289, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.1021731713129992 }, { "score": 8.480688095092773, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.029768476110820154 }, { "score": 7.694118499755859, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers", "probability": 0.013556693215749493 }, { "score": 7.381308555603027, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.009915214994262046 }, { "score": 7.1375298500061035, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.007770167643429254 }, { "score": 6.460899353027344, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers", "probability": 0.003949785378575327 }, { "score": 5.62946891784668, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venture", "probability": 0.001719839216571239 }, { "score": 5.459775447845459, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.0014514126705671144 }, { "score": 5.103054046630859, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 0.0010159416704181728 }, { "score": 4.771144866943359, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 0.0007289914735116505 }, { "score": 4.480198860168457, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.0005449619790519324 }, { "score": 4.396249771118164, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venture", "probability": 0.0005010805867629844 }, { "score": 4.328470230102539, "text": "Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall: (a) limit the content of any report made by the third party auditor to Licensor to a description of the manner in which, and the conditions under which, the Licensed Mark are used by Licensee or its manufacturers; and (b) prevent the disclosure of any of Licensee's trade secrets and/or Confidential Information.", "probability": 0.00046824300328850415 }, { "score": 3.9706614017486572, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 0.0003273986595175897 }, { "score": 3.9230337142944336, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.00031217092774957027 }, { "score": 3.8698348999023438, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 0.000295997813879957 }, { "score": 3.8465466499328613, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 0.0002891841894349787 }, { "score": 3.372880458831787, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.00018007935731130604 }, { "score": 3.268850803375244, "text": "Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall:", "probability": 0.00016228725957816517 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.165263175964355, "probability": 0.9999995793313188 }, { "score": -4.564208030700684, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 5.426037452452993e-08 }, { "score": -4.838432312011719, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control. 6.11 Counterparts; Images Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of such together shall constitute one and the same instrument. Scanned PDF copies of signatures and facsimile copies of signatures may be deemed original signatures.", "probability": 4.1246651276170225e-08 }, { "score": -4.859221458435059, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "probability": 4.039802032371489e-08 }, { "score": -5.046842575073242, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 3.348707907713792e-08 }, { "score": -5.081603050231934, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 3.234305096795924e-08 }, { "score": -5.128273963928223, "text": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "probability": 3.08682539764575e-08 }, { "score": -5.476789951324463, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 2.1784795862858458e-08 }, { "score": -5.495182991027832, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "probability": 2.138776969951146e-08 }, { "score": -5.577045440673828, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 1.9706662955263605e-08 }, { "score": -5.6834259033203125, "text": "Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "probability": 1.771791610552413e-08 }, { "score": -5.719639778137207, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee", "probability": 1.7087760759392817e-08 }, { "score": -5.916146278381348, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 1.4039235730015539e-08 }, { "score": -5.923999309539795, "text": "Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "probability": 1.3929416943938728e-08 }, { "score": -5.988691806793213, "text": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee", "probability": 1.3056817792065947e-08 }, { "score": -6.023963928222656, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 1.2604303611274072e-08 }, { "score": -6.317708492279053, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control. 6.11 Counterparts; Images Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of such together shall constitute one and the same instrument. Scanned PDF copies of signatures and facsimile copies of signatures may be deemed original signatures.", "probability": 9.396090965348507e-09 }, { "score": -6.333164215087891, "text": "Each of the parties:", "probability": 9.25198409449526e-09 }, { "score": -6.3545989990234375, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 9.055780121440973e-09 }, { "score": -6.355600357055664, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee", "probability": 9.046716581959668e-09 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Disparagement": [ { "text": "", "score": 11.487031936645508, "probability": 0.9999892067947724 }, { "score": -1.6143231391906738, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 2.0424390141329685e-06 }, { "score": -1.6414107084274292, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 1.98785689180138e-06 }, { "score": -1.6533477306365967, "text": "At Licensor's reasonable request during each calendar year, Licensee shall submit samples to Licensor, at no cost to Licensor, and shall not materially depart therefrom without Licensor's prior express written consent.", "probability": 1.964268865425067e-06 }, { "score": -2.378070831298828, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 9.516071344667484e-07 }, { "score": -2.8261044025421143, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 6.079658450570998e-07 }, { "score": -3.0785934925079346, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 4.7230719678626253e-07 }, { "score": -3.361928701400757, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 3.5577354028198806e-07 }, { "score": -3.444230556488037, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 3.2766526395171546e-07 }, { "score": -3.4979681968688965, "text": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee. At Licensor's reasonable request during each calendar year, Licensee shall submit samples to Licensor, at no cost to Licensor, and shall not materially depart therefrom without Licensor's prior express written consent.", "probability": 3.105220490136748e-07 }, { "score": -3.5363712310791016, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE. 6. MISCELLANEOUS. 6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. 6.2 Jurisdiction and Venue. Each of the parties:", "probability": 2.988231347982276e-07 }, { "score": -3.81466007232666, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 2.262324554748574e-07 }, { "score": -3.8670332431793213, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 2.1468887002008024e-07 }, { "score": -4.037590026855469, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee. At Licensor's reasonable request during each calendar year, Licensee shall submit samples to Licensor, at no cost to Licensor, and shall not materially depart therefrom without Licensor's prior express written consent.", "probability": 1.810246265289886e-07 }, { "score": -4.125676155090332, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 1.6576099338209878e-07 }, { "score": -4.207978248596191, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 1.5266482902832125e-07 }, { "score": -4.276082515716553, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 1.4261384475641773e-07 }, { "score": -4.315066814422607, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 1.3716111991872923e-07 }, { "score": -4.378098487854004, "text": "Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee. At Licensor's reasonable request during each calendar year, Licensee shall submit samples to Licensor, at no cost to Licensor, and shall not materially depart therefrom without Licensor's prior express written consent.", "probability": 1.287824593445939e-07 }, { "score": -4.407532691955566, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as", "probability": 1.2504709359144305e-07 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Termination For Convenience": [ { "text": "", "score": 11.536998748779297, "probability": 0.9611548515533925 }, { "score": 8.185928344726562, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 0.03368542084198437 }, { "score": 6.029841899871826, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement", "probability": 0.0039000083062204188 }, { "score": 4.081363201141357, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 0.0005557148278849283 }, { "score": 3.36081600189209, "text": "Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 0.00027034747172777305 }, { "score": 2.27008318901062, "text": "In", "probability": 9.082869419554724e-05 }, { "score": 1.917649507522583, "text": "Licensor shall have the right to terminate this Agreement.", "probability": 6.385031842634911e-05 }, { "score": 1.8644869327545166, "text": "Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 6.0544521974405994e-05 }, { "score": 1.8379777669906616, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement", "probability": 5.896062386810103e-05 }, { "score": 1.1234554052352905, "text": "Either party may terminate this Agreement by written notice to the other in the event of: (a) the other party's making assignment for the benefit of its creditors or filing a voluntary petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import; or (b) the filing of an involuntary petition against the other party under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under any law of like import; or (c) the appointment of a trustee or receiver for the party or its property.", "probability": 2.8856851947822954e-05 }, { "score": 0.713097333908081, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 1.9144000868099244e-05 }, { "score": 0.6083080768585205, "text": "the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 1.7239446150910946e-05 }, { "score": 0.5578371286392212, "text": "Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 1.639094733540411e-05 }, { "score": 0.507128119468689, "text": "this Agreement.", "probability": 1.55805007659156e-05 }, { "score": 0.49645376205444336, "text": "Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party.", "probability": 1.541507341812148e-05 }, { "score": 0.15268707275390625, "text": "terminate this Agreement.", "probability": 1.0930741435565133e-05 }, { "score": 0.12031078338623047, "text": "event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 1.0582512191227344e-05 }, { "score": -0.04901623725891113, "text": "Either party may terminate this Agreement by written notice to the other in the event of", "probability": 8.934103651573066e-06 }, { "score": -0.05768704414367676, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 8.856972641412523e-06 }, { "score": -0.2184457778930664, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor,", "probability": 7.541689919416581e-06 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.18250846862793, "probability": 0.955030142405137 }, { "score": 8.858220100402832, "text": "If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 0.0343792964043662 }, { "score": 6.982783317565918, "text": "If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 0.005269933540951009 }, { "score": 6.858945846557617, "text": "If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor", "probability": 0.004656109744196134 }, { "score": 3.6309452056884766, "text": "If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor", "probability": 0.00018455267401548065 }, { "score": 3.3701019287109375, "text": "WHEREAS, Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement.", "probability": 0.00014217968454193532 }, { "score": 2.568047046661377, "text": "If", "probability": 6.375430809564276e-05 }, { "score": 2.5082430839538574, "text": "WHEREAS, Licensee wishes to obtain from Licensor, subject to the terms and conditions set forth in this Agreement, the right and license to use, have used, manufacture, have manufactured, sell, have sold, advertise, have advertised, import, have imported, export, have exported, offer for sale, and have offered for sale the Licensed Products (later defined) using the Licensed Mark (the \"Licensed Purpose\"); WHEREAS, Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement.", "probability": 6.005331776363064e-05 }, { "score": 2.037346601486206, "text": "Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details. Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon. If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 3.749982680944662e-05 }, { "score": 1.8802160024642944, "text": "Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 3.204706858987032e-05 }, { "score": 1.620476245880127, "text": "WHEREAS, Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement", "probability": 2.4716374493394488e-05 }, { "score": 1.4360073804855347, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details. Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon. If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 2.0552798126576774e-05 }, { "score": 1.2080985307693481, "text": "WHEREAS, as part of and further to the Separation and Distribution Agreement: (a) Licensor and Licensee are now two separate publicly traded companies; and (b) Licensor was assigned all right, title, and interest to the trademark \"ARMX\" (the \"Licensed Mark\"); WHEREAS, Licensee wishes to license from Licensor the right to the Licensed Mark as hereinafter defined below; WHEREAS, Licensee wishes to obtain from Licensor, subject to the terms and conditions set forth in this Agreement, the right and license to use, have used, manufacture, have manufactured, sell, have sold, advertise, have advertised, import, have imported, export, have exported, offer for sale, and have offered for sale the Licensed Products (later defined) using the Licensed Mark (the \"Licensed Purpose\"); WHEREAS, Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement.", "probability": 1.6364072717963667e-05 }, { "score": 1.1128456592559814, "text": "Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 1.4877282310796852e-05 }, { "score": 0.9468967914581299, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 1.2602390327828631e-05 }, { "score": 0.93084716796875, "text": "Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement.", "probability": 1.2401741186674729e-05 }, { "score": 0.8378570079803467, "text": "If", "probability": 1.1300497158128954e-05 }, { "score": 0.7799296379089355, "text": "If Licensor elects to exercise such right,", "probability": 1.0664488082158448e-05 }, { "score": 0.7655057907104492, "text": "WHEREAS, Licensee wishes to license from Licensor the right to the Licensed Mark as hereinafter defined below; WHEREAS, Licensee wishes to obtain from Licensor, subject to the terms and conditions set forth in this Agreement, the right and license to use, have used, manufacture, have manufactured, sell, have sold, advertise, have advertised, import, have imported, export, have exported, offer for sale, and have offered for sale the Licensed Products (later defined) using the Licensed Mark (the \"Licensed Purpose\"); WHEREAS, Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement.", "probability": 1.0511769180384353e-05 }, { "score": 0.7586176991462708, "text": "WHEREAS, Licensee wishes to obtain from Licensor, subject to the terms and conditions set forth in this Agreement, the right and license to use, have used, manufacture, have manufactured, sell, have sold, advertise, have advertised, import, have imported, export, have exported, offer for sale, and have offered for sale the Licensed Products (later defined) using the Licensed Mark (the \"Licensed Purpose\"); WHEREAS, Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement", "probability": 1.0439611949870026e-05 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Change Of Control": [ { "score": 12.354944229125977, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.47512317346170757 }, { "text": "", "score": 12.188211441040039, "probability": 0.4021564913702484 }, { "score": 10.34161376953125, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 0.06344945618600907 }, { "score": 9.822670936584473, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 0.037761905007998614 }, { "score": 8.54550552368164, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as", "probability": 0.010529021296513473 }, { "score": 7.118903160095215, "text": "Either party may terminate this Agreement by written notice to the other in the event of: (a) the other party's making assignment for the benefit of its creditors or filing a voluntary petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import; or (b) the filing of an involuntary petition against the other party under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under any law of like import; or (c) the appointment of a trustee or receiver for the party or its property.", "probability": 0.002528264285004313 }, { "score": 6.451313018798828, "text": "and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.0012968559985936537 }, { "score": 6.340463638305664, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.0011607815080945866 }, { "score": 6.302065849304199, "text": "(b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.00111705493883024 }, { "score": 5.910401344299316, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor;", "probability": 0.0007550518913298282 }, { "score": 5.909389495849609, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor", "probability": 0.0007542882796389417 }, { "score": 5.855803489685059, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 0.0007149328502226553 }, { "score": 5.311402797698975, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control", "probability": 0.0004147964552047295 }, { "score": 5.293406963348389, "text": "Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 0.0004073986117386943 }, { "score": 5.2617034912109375, "text": "Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.0003946852548234651 }, { "score": 5.245333671569824, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as", "probability": 0.00038827692310747355 }, { "score": 5.233001232147217, "text": "Assignment. This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.0003835179268066379 }, { "score": 5.019189834594727, "text": "Notwithstanding", "probability": 0.0003096909818040814 }, { "score": 4.578638076782227, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as", "probability": 0.00019934225256848013 }, { "score": 4.327133655548096, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 0.0001550145197555462 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Anti-Assignment": [ { "score": 13.753360748291016, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld.", "probability": 0.4801428412052178 }, { "score": 13.16889762878418, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.2676340402735033 }, { "score": 12.235682487487793, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.10525704273525406 }, { "text": "", "score": 12.079107284545898, "probability": 0.09000184604501102 }, { "score": 11.05202579498291, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 0.03222519796983302 }, { "score": 10.118810653686523, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 0.012673757928537126 }, { "score": 9.375247955322266, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld", "probability": 0.006025321581694824 }, { "score": 8.228653907775879, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control", "probability": 0.0019143474453664877 }, { "score": 7.512700080871582, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor", "probability": 0.0009355908520556744 }, { "score": 7.29543924331665, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control", "probability": 0.0007528887085632552 }, { "score": 7.184474945068359, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which", "probability": 0.00067381333481135 }, { "score": 6.736486911773682, "text": "This Agreement may not be assigned by", "probability": 0.0004305076475014692 }, { "score": 6.240361213684082, "text": "and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.0002621296922444718 }, { "score": 5.883970737457275, "text": "Assignment. This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld.", "probability": 0.00018354298919969028 }, { "score": 5.798445224761963, "text": "(b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.0001684979192294192 }, { "score": 5.759203910827637, "text": "6.10 Assignment. This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld.", "probability": 0.00016201389238118557 }, { "score": 5.660752296447754, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding", "probability": 0.0001468233953886696 }, { "score": 5.594501972198486, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor", "probability": 0.00013741151028465756 }, { "score": 5.588015556335449, "text": "This", "probability": 0.00013652308654243982 }, { "score": 5.583159923553467, "text": "Licensee without the consent of Licensor which consent shall not be unreasonably withheld.", "probability": 0.0001358617873801688 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.036437034606934, "probability": 0.9999990173160285 }, { "score": -2.7174758911132812, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 3.912520292966997e-07 }, { "score": -3.4243249893188477, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 1.9296384318348943e-07 }, { "score": -4.667500019073486, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 5.5663676157361494e-08 }, { "score": -4.6977033615112305, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 5.400758275763502e-08 }, { "score": -4.863176345825195, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 4.577103529085763e-08 }, { "score": -5.260156631469727, "text": "Grant of License. Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 3.0774031098684806e-08 }, { "score": -5.424210071563721, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 2.611781760017976e-08 }, { "score": -5.570025444030762, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 2.2574080681670507e-08 }, { "score": -5.695083141326904, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 1.9920406893495225e-08 }, { "score": -5.816887378692627, "text": "For", "probability": 1.763596778728823e-08 }, { "score": -5.832732200622559, "text": "1.1 Grant of License. Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 1.735873120050149e-08 }, { "score": -5.930255889892578, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 1.5745772708133154e-08 }, { "score": -6.002985000610352, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 1.4641248999164071e-08 }, { "score": -6.016622066497803, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 1.444294056772887e-08 }, { "score": -6.0214996337890625, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 1.4372665677802153e-08 }, { "score": -6.131058692932129, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 1.2881203126070074e-08 }, { "score": -6.169394493103027, "text": "Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 1.2396737418155062e-08 }, { "score": -6.185888290405273, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 1.2193945148635112e-08 }, { "score": -6.204402923583984, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 1.1970255879453745e-08 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Price Restrictions": [ { "text": "", "score": 12.01290512084961, "probability": 0.999845841553487 }, { "score": 2.554563045501709, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 7.802383151644466e-05 }, { "score": 2.0562424659729004, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 4.740338941344969e-05 }, { "score": 1.2100396156311035, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 2.0337996441799585e-05 }, { "score": -1.0695269107818604, "text": "Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall:", "probability": 2.0811577636580475e-06 }, { "score": -1.091063141822815, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\"). Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall:", "probability": 2.036816653231451e-06 }, { "score": -2.1564252376556396, "text": "If", "probability": 7.018932367871429e-07 }, { "score": -2.1869888305664062, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\").", "probability": 6.807653739908721e-07 }, { "score": -2.3370721340179443, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In", "probability": 5.858913786609196e-07 }, { "score": -2.491846799850464, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark.", "probability": 5.01879346866185e-07 }, { "score": -3.0819740295410156, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 2.7817002187533685e-07 }, { "score": -3.183274984359741, "text": "In", "probability": 2.5137140870998495e-07 }, { "score": -3.2687647342681885, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details. Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon. If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 2.307746772896005e-07 }, { "score": -3.3380496501922607, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark.", "probability": 2.1532680462467296e-07 }, { "score": -3.477254629135132, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details.", "probability": 1.8734501494358159e-07 }, { "score": -3.784281015396118, "text": "Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall: (a) limit the content of any report made by the third party auditor to Licensor to a description of the manner in which, and the conditions under which, the Licensed Mark are used by Licensee or its manufacturers;", "probability": 1.3781683630123635e-07 }, { "score": -3.805817127227783, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\"). Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall: (a) limit the content of any report made by the third party auditor to Licensor to a description of the manner in which, and the conditions under which, the Licensed Mark are used by Licensee or its manufacturers;", "probability": 1.3488052930864328e-07 }, { "score": -3.861955404281616, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 1.2751718521109464e-07 }, { "score": -3.91304612159729, "text": "If the quality of a class of the Licensed Products", "probability": 1.2116586889146886e-07 }, { "score": -3.9189133644104004, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 1.2045704078475074e-07 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Minimum Commitment": [ { "text": "", "score": 12.14444351196289, "probability": 0.9999950704728484 }, { "score": -1.5196996927261353, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 1.1634182320651299e-06 }, { "score": -1.8252593278884888, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 8.571029738429395e-07 }, { "score": -1.9026556015014648, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 7.932685332965732e-07 }, { "score": -2.433511257171631, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 4.6652244758015267e-07 }, { "score": -2.9285879135131836, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and", "probability": 2.8435671306472e-07 }, { "score": -3.0853428840637207, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2;", "probability": 2.43100396267525e-07 }, { "score": -3.1911253929138184, "text": "The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor. If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 2.1869804807789787e-07 }, { "score": -3.600248098373413, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 1.4526639984522336e-07 }, { "score": -3.654507637023926, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 1.3759433552653218e-07 }, { "score": -3.7219810485839844, "text": "The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor. If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 1.2861665928725116e-07 }, { "score": -3.963907241821289, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2", "probability": 1.0097875554955252e-07 }, { "score": -4.041658401489258, "text": "Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 9.342500173615542e-08 }, { "score": -4.094314098358154, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 8.863291565019506e-08 }, { "score": -4.5654754638671875, "text": "The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor.", "probability": 5.53314759290107e-08 }, { "score": -4.991650104522705, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 3.613158056895113e-08 }, { "score": -5.07192850112915, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 3.3344368392687884e-08 }, { "score": -5.109474182128906, "text": "Lic", "probability": 3.211564239010217e-08 }, { "score": -5.26020622253418, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 2.762196177820278e-08 }, { "score": -5.400733947753906, "text": "Grant of License. Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 2.4000710826743154e-08 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Volume Restriction": [ { "text": "", "score": 11.998488426208496, "probability": 0.9999744788974375 }, { "score": 0.30433595180511475, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 8.342246646203863e-06 }, { "score": -0.7639181613922119, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 2.8664618057730957e-06 }, { "score": -0.806565523147583, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 2.7467848635684183e-06 }, { "score": -0.8853209018707275, "text": "Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall:", "probability": 2.5387598365185546e-06 }, { "score": -1.181373953819275, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\"). Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall:", "probability": 1.8881974739526101e-06 }, { "score": -1.2157411575317383, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 1.82440782111083e-06 }, { "score": -1.798156499862671, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 1.019018705164227e-06 }, { "score": -1.8146666288375854, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 1.002332698006234e-06 }, { "score": -2.35606050491333, "text": "Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall: (a) limit the content of any report made by the third party auditor to Licensor to a description of the manner in which, and the conditions under which, the Licensed Mark are used by Licensee or its manufacturers; and (b) prevent the disclosure of any of Licensee's trade secrets and/or Confidential Information. To the extent reasonably practicable, all Licensed Products shall include notices on labeling and packaging for the Licensed Products stating that the Licensed Mark is owned by Licensor and used by Licensee under license from Licensor. The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor. If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 5.832940215770607e-07 }, { "score": -2.7378008365631104, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\").", "probability": 3.981986704588009e-07 }, { "score": -3.018099069595337, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2", "probability": 3.0086234053282716e-07 }, { "score": -3.026139736175537, "text": "If", "probability": 2.984529064752935e-07 }, { "score": -3.095430374145508, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 2.7847311373729644e-07 }, { "score": -3.1133172512054443, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 2.735363823619115e-07 }, { "score": -3.1375999450683594, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark.", "probability": 2.669741785682361e-07 }, { "score": -3.200282096862793, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In", "probability": 2.507533514478121e-07 }, { "score": -3.2333099842071533, "text": "At Licensor's reasonable request during each calendar year, Licensee shall submit samples to Licensor, at no cost to Licensor, and shall not materially depart therefrom without Licensor's prior express written consent. The Licensed Products, as well as all promotional, packaging and advertising material relative thereto, shall include all appropriate legal notices as required by Licensor. No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\"). Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall:", "probability": 2.426067707190402e-07 }, { "score": -3.379971742630005, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2;", "probability": 2.095118176663117e-07 }, { "score": -3.476522445678711, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details. Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon. If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 1.9022915866230358e-07 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.164909362792969, "probability": 0.970620223443578 }, { "score": 7.309526443481445, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.007557589978571468 }, { "score": 7.221225738525391, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.006918864375038961 }, { "score": 6.754571437835693, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 0.00433879798521574 }, { "score": 6.736202239990234, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld.", "probability": 0.0042598252996730954 }, { "score": 5.924651145935059, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.0018920805730825714 }, { "score": 5.638980388641357, "text": "To the extent reasonably practicable, all Licensed Products shall include notices on labeling and packaging for the Licensed Products stating that the Licensed Mark is owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.0014219174798154738 }, { "score": 4.796078205108643, "text": "To the extent reasonably practicable, all Licensed Products shall include notices on labeling and packaging for the Licensed Products stating that the Licensed Mark is owned by Licensor and used by Licensee under license from Licensor", "probability": 0.0006120777972204109 }, { "score": 4.6196513175964355, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.0005130803735894081 }, { "score": 4.533329486846924, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor", "probability": 0.0004706480975516188 }, { "score": 4.445028781890869, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor", "probability": 0.0004308715297552132 }, { "score": 3.902817487716675, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor", "probability": 0.0002505350113639528 }, { "score": 3.880786418914795, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark", "probability": 0.0002450758140750342 }, { "score": 2.8548500537872314, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 8.785003761034884e-05 }, { "score": 2.8140671253204346, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 8.43393308463857e-05 }, { "score": 2.750328302383423, "text": "Either party may terminate this Agreement by written notice to the other in the event of: (a) the other party's making assignment for the benefit of its creditors or filing a voluntary petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import; or (b) the filing of an involuntary petition against the other party under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under any law of like import; or (c) the appointment of a trustee or receiver for the party or its property.", "probability": 7.913137859335973e-05 }, { "score": 2.72576642036438, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 7.721143820479945e-05 }, { "score": 2.413182497024536, "text": "Licensor was assigned all right, title, and interest to the trademark \"ARMX\" (the \"Licensed Mark\"); WHEREAS, Licensee wishes to license from Licensor the right to the Licensed Mark as hereinafter defined below; WHEREAS, Licensee wishes to obtain from Licensor, subject to the terms and conditions set forth in this Agreement, the right and license to use, have used, manufacture, have manufactured, sell, have sold, advertise, have advertised, import, have imported, export, have exported, offer for sale, and have offered for sale the Licensed Products (later defined) using the Licensed Mark (the \"Licensed Purpose\"); WHEREAS, Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement.", "probability": 5.648435436949271e-05 }, { "score": 2.171431303024292, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 4.4354425607249967e-05 }, { "score": 2.0438382625579834, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 3.904127623763829e-05 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.05567741394043, "probability": 0.9198354730443351 }, { "score": 8.76748275756836, "text": "Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose.", "probability": 0.0343293325132389 }, { "score": 8.079716682434082, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.017257280094275514 }, { "score": 7.6944475173950195, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.011739566913020917 }, { "score": 6.636222839355469, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers", "probability": 0.004074468243633255 }, { "score": 6.251219272613525, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.0027724646198921555 }, { "score": 5.979415416717529, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venture", "probability": 0.00211262832333883 }, { "score": 5.957624912261963, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers", "probability": 0.0020670910286017777 }, { "score": 5.759666442871094, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 0.0016958495917606356 }, { "score": 5.578789710998535, "text": "Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose.", "probability": 0.0014152513070214176 }, { "score": 4.748996734619141, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor", "probability": 0.0006172470938941799 }, { "score": 4.457906723022461, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.00046136035024618683 }, { "score": 4.363524436950684, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.0004198078566342289 }, { "score": 4.143789768218994, "text": "To the extent reasonably practicable, all Licensed Products shall include notices on labeling and packaging for the Licensed Products stating that the Licensed Mark is owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.00033699309942656567 }, { "score": 3.9663538932800293, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 0.00028220297420782726 }, { "score": 3.7828123569488525, "text": "To the extent reasonably practicable, all Licensed Products shall include notices on labeling and packaging for the Licensed Products stating that the Licensed Mark is owned by Licensor and used by Licensee under license from Licensor", "probability": 0.00023488241856415247 }, { "score": 2.955684185028076, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor", "probability": 0.00010271486726439705 }, { "score": 2.8613016605377197, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor", "probability": 9.346381405987144e-05 }, { "score": 2.839811086654663, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 9.14766521626485e-05 }, { "score": 2.425464391708374, "text": "Nothing", "probability": 6.0445194421601195e-05 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__License Grant": [ { "text": "", "score": 11.674280166625977, "probability": 0.3885322589934018 }, { "score": 10.891867637634277, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 0.17767635626737205 }, { "score": 10.802864074707031, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 0.1625458489199771 }, { "score": 10.473899841308594, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.11697916894899167 }, { "score": 10.318191528320312, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.10011180012968388 }, { "score": 8.563465118408203, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.01731479178873013 }, { "score": 8.407756805419922, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.01481815087604436 }, { "score": 7.800807476043701, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 0.008076054998229361 }, { "score": 7.64509916305542, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 0.0069115587936140945 }, { "score": 6.098867416381836, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 0.001472502671566264 }, { "score": 5.943159103393555, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 0.0012601807182486232 }, { "score": 5.721899032592773, "text": "Licensor was assigned all right, title, and interest to the trademark \"ARMX\" (the \"Licensed Mark\"); WHEREAS, Licensee wishes to license from Licensor the right to the Licensed Mark as hereinafter defined below; WHEREAS, Licensee wishes to obtain from Licensor, subject to the terms and conditions set forth in this Agreement, the right and license to use, have used, manufacture, have manufactured, sell, have sold, advertise, have advertised, import, have imported, export, have exported, offer for sale, and have offered for sale the Licensed Products (later defined) using the Licensed Mark (the \"Licensed Purpose\"); WHEREAS, Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:\n\n1\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1. GRANT AND SCOPE OF LICENSE. 1.1 Grant of License. Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 0.001010045184578937 }, { "score": 5.707107067108154, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.0009952145883177369 }, { "score": 4.958794593811035, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 0.0004709000706398308 }, { "score": 4.931561470031738, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements", "probability": 0.0004582490361915791 }, { "score": 4.693861961364746, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements", "probability": 0.00036130167522909574 }, { "score": 4.514028549194336, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.0003018348044688722 }, { "score": 4.376097679138184, "text": "1.1 Grant of License. Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 0.0002629460801156483 }, { "score": 4.358320236206055, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.00025831287646047523 }, { "score": 4.011022567749023, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venture", "probability": 0.00018252257813849507 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Transferable License": [ { "score": 12.69339370727539, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.46952592758819084 }, { "text": "", "score": 12.002187728881836, "probability": 0.23521912877898335 }, { "score": 11.492237091064453, "text": "(b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.14125501936782422 }, { "score": 10.657788276672363, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.06132073807323434 }, { "score": 9.637587547302246, "text": "(b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.022107509804958146 }, { "score": 9.414011001586914, "text": "and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.017678351559275697 }, { "score": 9.27245044708252, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.015344855338594282 }, { "score": 8.632550239562988, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers", "probability": 0.008092033451876417 }, { "score": 8.414041519165039, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control", "probability": 0.006503700566620292 }, { "score": 8.112985610961914, "text": "and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.004812975137642051 }, { "score": 7.699202537536621, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 0.0031820713453738344 }, { "score": 7.683616638183594, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.003132860396291094 }, { "score": 7.541370868682861, "text": "the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.002717468320514784 }, { "score": 7.505057334899902, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.0026205576760524652 }, { "score": 7.435451984405518, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers", "probability": 0.002444356255519156 }, { "score": 6.74579381942749, "text": "the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.001226449773877834 }, { "score": 6.323970794677734, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.0008043672048297047 }, { "score": 6.158476829528809, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.0006816810788749338 }, { "score": 6.141669273376465, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.0006703194340703327 }, { "score": 6.125592231750488, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.0006596288473960326 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.053329467773438, "probability": 0.5362607192005295 }, { "score": 11.319777488708496, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 0.2575125560212676 }, { "score": 10.507858276367188, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.11433689022131298 }, { "score": 9.45899772644043, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.040056410290379055 }, { "score": 8.05646800994873, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 0.009852832737507908 }, { "score": 7.865412712097168, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.008139296112025381 }, { "score": 7.390594482421875, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.005062626773894316 }, { "score": 7.3397440910339355, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.0048116260469468035 }, { "score": 7.253092288970947, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.0044122434566140735 }, { "score": 7.007607460021973, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 0.003451809034618357 }, { "score": 6.81655216217041, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.0028514942457076023 }, { "score": 6.752978324890137, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements", "probability": 0.0026758559657099534 }, { "score": 6.609157085418701, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.0023174051198189853 }, { "score": 6.205638885498047, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers", "probability": 0.0015479475264520328 }, { "score": 6.2042317390441895, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.0015457708693762306 }, { "score": 6.191709995269775, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 0.0015265358022351048 }, { "score": 5.931901931762695, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 0.0011772637892986698 }, { "score": 5.906306266784668, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 0.0011475133056681127 }, { "score": 5.5513482093811035, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and", "probability": 0.0008046396036293891 }, { "score": 5.0925445556640625, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 0.0005085638770077956 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.128358840942383, "probability": 0.7397342854504153 }, { "score": 10.262252807617188, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 0.11445537564547383 }, { "score": 9.363727569580078, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.04660276045634907 }, { "score": 8.970632553100586, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 0.03145521411920321 }, { "score": 8.592729568481445, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.02155616329740608 }, { "score": 8.246503829956055, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venture", "probability": 0.015247812299830323 }, { "score": 8.100250244140625, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.013173173502076287 }, { "score": 6.923740863800049, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers", "probability": 0.004061990282487523 }, { "score": 6.356739044189453, "text": "(b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.002304056468076864 }, { "score": 6.276097774505615, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.0021255487016010144 }, { "score": 5.989205360412598, "text": "(b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "probability": 0.001595420866333936 }, { "score": 5.959345817565918, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 0.0015484865346007443 }, { "score": 5.752614498138428, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 0.0012592882812184488 }, { "score": 5.462394714355469, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements", "probability": 0.0009420724669087668 }, { "score": 5.370218276977539, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 0.0008591175544904703 }, { "score": 5.33969259262085, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.000833288631592806 }, { "score": 5.280333518981934, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control", "probability": 0.0007852648151398312 }, { "score": 5.012620449066162, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.0006008275380925089 }, { "score": 4.695868492126465, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 0.00043770973191665103 }, { "score": 4.6596574783325195, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 0.00042214335678618115 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Unlimited/All-You-Can-Eat-License": [ { "score": 12.109628677368164, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 0.5341248121020089 }, { "text": "", "score": 11.657661437988281, "probability": 0.33990368660789516 }, { "score": 10.255257606506348, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.08361797185388554 }, { "score": 8.953920364379883, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.02275810234874757 }, { "score": 7.6526198387146, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.006194245423362817 }, { "score": 7.3949079513549805, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements", "probability": 0.004787023483902103 }, { "score": 7.0465874671936035, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 0.0033790288036340127 }, { "score": 6.351282119750977, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.0016858720795705476 }, { "score": 5.7452497482299805, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 0.0009196617064324515 }, { "score": 5.6964311599731445, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 0.0008758433964373647 }, { "score": 5.3279595375061035, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 0.000605900439487731 }, { "score": 4.142866134643555, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For", "probability": 0.00018523444229478461 }, { "score": 4.126828193664551, "text": "Lic", "probability": 0.00018228735898543719 }, { "score": 4.0266218185424805, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 0.00016490638715721724 }, { "score": 3.8461639881134033, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2", "probability": 0.0001376783450965758 }, { "score": 3.7792391777038574, "text": "Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 0.00012876580914678268 }, { "score": 3.608063220977783, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.00010850750756881491 }, { "score": 3.4207634925842285, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. License", "probability": 8.997390072911652e-05 }, { "score": 3.283228874206543, "text": "1.1 Grant of License. Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 7.841263052361396e-05 }, { "score": 3.1990950107574463, "text": "ensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 7.208537313347926e-05 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.020118713378906, "probability": 0.9995534883493352 }, { "score": 3.5300018787384033, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.0002053974971058753 }, { "score": 2.652611255645752, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 8.541796903133977e-05 }, { "score": 2.3921689987182617, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 6.583253914216302e-05 }, { "score": 1.849871277809143, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 3.8275749029332484e-05 }, { "score": 0.9724806547164917, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 1.5917607523491753e-05 }, { "score": 0.6961538791656494, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 1.2074540106369964e-05 }, { "score": -0.18123674392700195, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 5.021398543829078e-06 }, { "score": -0.6894309520721436, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 3.0207775983664673e-06 }, { "score": -0.90740966796875, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 2.4291358218906636e-06 }, { "score": -0.9246892929077148, "text": "For", "probability": 2.3875218384148986e-06 }, { "score": -0.9620215892791748, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 2.30003339855264e-06 }, { "score": -1.0855069160461426, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 2.0328491214750297e-06 }, { "score": -1.7220830917358398, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. License", "probability": 1.075582248519678e-06 }, { "score": -1.7848002910614014, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 1.0101965765445521e-06 }, { "score": -1.8020799160003662, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For", "probability": 9.928907086450455e-07 }, { "score": -1.865236759185791, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark:", "probability": 9.321220425128915e-07 }, { "score": -1.9294614791870117, "text": "Grant of License. Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 8.741386775319528e-07 }, { "score": -1.962897539138794, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 8.453941540194815e-07 }, { "score": -2.189903736114502, "text": "Grant of License. Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "probability": 6.737079955996969e-07 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Source Code Escrow": [ { "text": "", "score": 12.173574447631836, "probability": 0.9999940033901419 }, { "score": -0.7798746824264526, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 2.368023003470858e-06 }, { "score": -1.0014734268188477, "text": "Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 1.8973471750495071e-06 }, { "score": -2.884270668029785, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 2.8870769048958285e-07 }, { "score": -3.0058999061584473, "text": "6.9 Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected and the invalid provision shall be severed herefrom. 6.10 Assignment. This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 2.556439066554511e-07 }, { "score": -3.4014012813568115, "text": "Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 1.7213587077389986e-07 }, { "score": -3.6282901763916016, "text": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee", "probability": 1.3719389487349673e-07 }, { "score": -3.804581642150879, "text": "4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 1.1501973824356163e-07 }, { "score": -3.9987287521362305, "text": "Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 9.472298082987317e-08 }, { "score": -4.089982509613037, "text": "If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details.", "probability": 8.646181601057771e-08 }, { "score": -4.143722057342529, "text": "Either", "probability": 8.193803864417043e-08 }, { "score": -4.24736213684082, "text": "Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 7.387121622824248e-08 }, { "score": -4.445403099060059, "text": "6.10 Assignment. This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as:", "probability": 6.059923647822543e-08 }, { "score": -4.453382968902588, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 6.011758676546573e-08 }, { "score": -4.4669718742370605, "text": "Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 5.930618012006474e-08 }, { "score": -4.5219526290893555, "text": "4.2 Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 5.6133498952578815e-08 }, { "score": -4.6182732582092285, "text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld.", "probability": 5.097891594882185e-08 }, { "score": -4.70523738861084, "text": "Notwithstanding", "probability": 4.67328808700974e-08 }, { "score": -4.722345352172852, "text": "The Licensor Indemnitees agree to cooperate with Licensee, at Licensee's expense, to provide copies of any documents or materials reasonably requested by Licensee in support of its defense of the Licensor Indemnitees. 4. TERM AND TERMINATION. 4.1 Term. The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement. 4.2 Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 4.5940176559379046e-08 }, { "score": -4.7267985343933105, "text": "Licensee's performance of its obligations under this Agreement. The Licensor Indemnitees agree to cooperate with Licensee, at Licensee's expense, to provide copies of any documents or materials reasonably requested by Licensee in support of its defense of the Licensor Indemnitees. 4. TERM AND TERMINATION. 4.1 Term. The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement. 4.2 Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 4.573605142246613e-08 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Post-Termination Services": [ { "text": "", "score": 12.354324340820312, "probability": 0.8844166747193012 }, { "score": 9.424335479736328, "text": "Upon any expiration or termination of this Agreement, Licensee shall promptly return to Licensor, or at Licensor's direction, destroy all Licensor confidential information and all copies thereof in Licensee's possession.", "probability": 0.047225756957045645 }, { "score": 9.335269927978516, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.04320144268752684 }, { "score": 7.918332576751709, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.010474424657592378 }, { "score": 7.549419403076172, "text": "Upon any expiration or termination of this Agreement, Licensee shall promptly return to Licensor, or at Licensor's direction, destroy all Licensor confidential information and all copies thereof in Licensee's possession", "probability": 0.007242912216252105 }, { "score": 6.208815097808838, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 0.0018953794577915423 }, { "score": 6.047178268432617, "text": "Upon any expiration or termination of this Agreement, Licensee shall promptly return to Licensor, or at Licensor's direction, destroy all Licensor confidential information and all copies thereof in Licensee's possession.", "probability": 0.0016124942933780154 }, { "score": 5.5540452003479, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.0009847663861178876 }, { "score": 5.380420207977295, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement", "probability": 0.0008278065147316143 }, { "score": 5.098940372467041, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "probability": 0.0006247175413276265 }, { "score": 5.073216438293457, "text": "Upon any expiration or termination of this Agreement, Licensee shall promptly return to Licensor, or at Licensor's direction, destroy all Licensor confidential information and all copies thereof in Licensee's possession", "probability": 0.0006088522817190348 }, { "score": 4.273337364196777, "text": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\"). For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "probability": 0.00027360804934532866 }, { "score": 3.8928754329681396, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.00018702357421105986 }, { "score": 3.6643261909484863, "text": "For", "probability": 0.00014881224820084305 }, { "score": 2.9161527156829834, "text": "For", "probability": 7.042243961617274e-05 }, { "score": 2.7631328105926514, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement", "probability": 6.043038563284944e-05 }, { "score": 2.5542657375335693, "text": "Upon", "probability": 4.9039445220791816e-05 }, { "score": 2.173218250274658, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "probability": 3.3501073782133015e-05 }, { "score": 2.127847194671631, "text": "Upon any expiration or termination of this Agreement, Licensee shall promptly return to Licensor", "probability": 3.2015060602580616e-05 }, { "score": 2.0601682662963867, "text": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. License", "probability": 2.992001060457083e-05 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Audit Rights": [ { "score": 13.213335037231445, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\").", "probability": 0.3919326510038931 }, { "score": 13.173040390014648, "text": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "probability": 0.37645381453191207 }, { "text": "", "score": 12.236478805541992, "probability": 0.14755983944716333 }, { "score": 11.39452838897705, "text": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee", "probability": 0.06357900896268039 }, { "score": 9.145590782165527, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights", "probability": 0.0067083013122786785 }, { "score": 8.704100608825684, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products", "probability": 0.004313957032745501 }, { "score": 8.237010955810547, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\"). Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall:", "probability": 0.0027040913339137066 }, { "score": 8.209810256958008, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"", "probability": 0.00263152950001978 }, { "score": 7.047970771789551, "text": "Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall: (a) limit the content of any report made by the third party auditor to Licensor to a description of the manner in which, and the conditions under which, the Licensed Mark are used by Licensee or its manufacturers; and (b) prevent the disclosure of any of Licensee's trade secrets and/or Confidential Information.", "probability": 0.0008234320478214578 }, { "score": 6.688358783721924, "text": "Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall: (a) limit the content of any report made by the third party auditor to Licensor to a description of the manner in which, and the conditions under which, the Licensed Mark are used by Licensee or its manufacturers; and (b) prevent the disclosure of any of Licensee's trade secrets and/or Confidential Information. To the extent reasonably practicable, all Licensed Products shall include notices on labeling and packaging for the Licensed Products stating that the Licensed Mark is owned by Licensor and used by Licensee under license from Licensor. The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor. If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 0.0005747119977492375 }, { "score": 6.527096748352051, "text": "At Licensor's reasonable request during each calendar year, Licensee shall submit samples to Licensor, at no cost to Licensor, and shall not materially depart therefrom without Licensor's prior express written consent. The Licensed Products, as well as all promotional, packaging and advertising material relative thereto, shall include all appropriate legal notices as required by Licensor. No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\").", "probability": 0.0004891195834295586 }, { "score": 6.453872203826904, "text": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee. At Licensor's reasonable request during each calendar year, Licensee shall submit samples to Licensor, at no cost to Licensor, and shall not materially depart therefrom without Licensor's prior express written consent.", "probability": 0.00045458388495442825 }, { "score": 6.308908462524414, "text": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon),", "probability": 0.0003932394526663406 }, { "score": 6.057223320007324, "text": "shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee. At Licensor's reasonable request during each calendar year, Licensee shall submit samples to Licensor, at no cost to Licensor, and shall not materially depart therefrom without Licensor's prior express written consent. The Licensed Products, as well as all promotional, packaging and advertising material relative thereto, shall include all appropriate legal notices as required by Licensor. No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\").", "probability": 0.00030573954461627934 }, { "score": 5.715213298797607, "text": "The Licensor Indemnitees agree to cooperate with Licensee, at Licensee's expense, to provide copies of any documents or materials reasonably requested by Licensee in support of its defense of the Licensor Indemnitees.", "probability": 0.00021717936021595541 }, { "score": 5.584606170654297, "text": "Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall:", "probability": 0.0001905884571467582 }, { "score": 5.556702136993408, "text": "No", "probability": 0.00018534378448714186 }, { "score": 5.555108070373535, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee,", "probability": 0.00018504856950577668 }, { "score": 5.369234085083008, "text": "No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee", "probability": 0.00015366030328831256 }, { "score": 5.305412769317627, "text": "Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "probability": 0.0001441598895121302 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Uncapped Liability": [ { "text": "", "score": 12.315462112426758, "probability": 0.7444236465669727 }, { "score": 11.093461990356445, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 0.21933717728846122 }, { "score": 8.993658065795898, "text": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.", "probability": 0.026864514268899856 }, { "score": 6.9286274909973145, "text": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER", "probability": 0.0034068076124724373 }, { "score": 6.4406657218933105, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY:", "probability": 0.0020913585938048887 }, { "score": 6.071023941040039, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE", "probability": 0.0014450907448814324 }, { "score": 5.413902759552002, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE. 6. MISCELLANEOUS. 6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. 6.2 Jurisdiction and Venue. Each of the parties:", "probability": 0.0007490503590566196 }, { "score": 4.89058780670166, "text": "AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 0.00044385203991618137 }, { "score": 4.828680992126465, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY:", "probability": 0.0004172078124604095 }, { "score": 3.8485348224639893, "text": "SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 0.00015655983657285923 }, { "score": 3.2925198078155518, "text": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW", "probability": 8.978547955035496e-05 }, { "score": 3.259220838546753, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE. 6. MISCELLANEOUS. 6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. 6.2 Jurisdiction and Venue. Each of the parties: (a) submits to the exclusive jurisdiction of any state or federal court sitting in Wilmington, Delaware for any action or proceeding arising out of, or relating to, this Agreement; (b) agrees that all claims in respect of the action or proceeding may be heard and determined in any such court; and (c) agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court.", "probability": 8.684494570464338e-05 }, { "score": 3.198117256164551, "text": "WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 8.169728033880446e-05 }, { "score": 3.1350932121276855, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT", "probability": 7.670728381733902e-05 }, { "score": 2.922910451889038, "text": "Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party.", "probability": 6.204214478104753e-05 }, { "score": 2.8917462825775146, "text": "DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 6.0138470164771576e-05 }, { "score": 2.889925718307495, "text": "LICENSOR SPECIFICALLY DISCLAIMS,", "probability": 6.002908381738679e-05 }, { "score": 2.8687779903411865, "text": "LIC", "probability": 5.8772934252315036e-05 }, { "score": 2.5890822410583496, "text": "NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 4.443314490540309e-05 }, { "score": 2.5857224464416504, "text": "ENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 4.428410916927453e-05 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Cap On Liability": [ { "text": "", "score": 12.216976165771484, "probability": 0.4925894805703205 }, { "score": 12.037622451782227, "text": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.", "probability": 0.4117113168750753 }, { "score": 10.303038597106934, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 0.07265618799954787 }, { "score": 8.997802734375, "text": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER", "probability": 0.01969771618148852 }, { "score": 5.99291467666626, "text": "EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.", "probability": 0.000975909562184256 }, { "score": 5.766902923583984, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE", "probability": 0.0007784915736137199 }, { "score": 5.136505126953125, "text": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW", "probability": 0.00041445332832562473 }, { "score": 4.645806312561035, "text": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY:", "probability": 0.0002537276775697821 }, { "score": 4.450247764587402, "text": "SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 0.0002086593480020749 }, { "score": 4.132857322692871, "text": "TO", "probability": 0.00015191369544259478 }, { "score": 4.068445682525635, "text": "AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 0.00014243716089613504 }, { "score": 3.4775984287261963, "text": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HEREBY", "probability": 7.888993652325486e-05 }, { "score": 3.2238574028015137, "text": "WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 6.121012680861589e-05 }, { "score": 3.0552825927734375, "text": "DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 5.171448087195645e-05 }, { "score": 2.953094959259033, "text": "EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER", "probability": 4.6690942868930286e-05 }, { "score": 2.9510090351104736, "text": "IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.", "probability": 4.6593650611093205e-05 }, { "score": 2.7185347080230713, "text": "OR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 3.69287341689682e-05 }, { "score": 2.674407482147217, "text": "THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.", "probability": 3.5334602545724847e-05 }, { "score": 2.56809139251709, "text": "NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "probability": 3.177076846182113e-05 }, { "score": 2.5296549797058105, "text": "Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.", "probability": 3.0572784673534304e-05 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Liquidated Damages": [ { "text": "", "score": 12.074417114257812, "probability": 0.9999964318062344 }, { "score": -2.0546765327453613, "text": "Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 7.308210453254691e-07 }, { "score": -2.2862892150878906, "text": "Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 5.797262094409931e-07 }, { "score": -2.338740110397339, "text": "Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 5.501027308185429e-07 }, { "score": -2.5562708377838135, "text": "Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party.", "probability": 4.425592335877625e-07 }, { "score": -2.7878835201263428, "text": "Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party.", "probability": 3.510615746248589e-07 }, { "score": -2.7945711612701416, "text": "4.2 Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 3.4872163385752457e-07 }, { "score": -3.2961654663085938, "text": "4.2 Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party.", "probability": 2.1117341926945737e-07 }, { "score": -4.659982204437256, "text": "The Licensor Indemnitees agree to cooperate with Licensee, at Licensee's expense, to provide copies of any documents or materials reasonably requested by Licensee in support of its defense of the Licensor Indemnitees. 4. TERM AND TERMINATION. 4.1 Term. The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement. 4.2 Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 5.3993461184216475e-08 }, { "score": -4.903575420379639, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 4.232042094046121e-08 }, { "score": -5.01475191116333, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 3.7867500715926506e-08 }, { "score": -5.161576271057129, "text": "The Licensor Indemnitees agree to cooperate with Licensee, at Licensee's expense, to provide copies of any documents or materials reasonably requested by Licensee in support of its defense of the Licensor Indemnitees. 4. TERM AND TERMINATION. 4.1 Term. The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement. 4.2 Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party.", "probability": 3.269652762514664e-08 }, { "score": -5.268927574157715, "text": "Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 2.9368350483803836e-08 }, { "score": -5.321849822998047, "text": "Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 2.7854522235628717e-08 }, { "score": -5.338048934936523, "text": "for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 2.7406938727154133e-08 }, { "score": -5.51632022857666, "text": "Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party", "probability": 2.293180762117851e-08 }, { "score": -5.603006362915039, "text": "Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either", "probability": 2.1027661633104413e-08 }, { "score": -5.617210388183594, "text": "4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 2.0731095399179562e-08 }, { "score": -5.671333312988281, "text": "Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 1.9638891128895247e-08 }, { "score": -5.747932434082031, "text": "Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party", "probability": 1.8190740855158432e-08 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Warranty Duration": [ { "text": "", "score": 11.738895416259766, "probability": 0.5326186827078072 }, { "score": 10.838415145874023, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 0.2164426206528018 }, { "score": 9.841272354125977, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 0.07985262026321735 }, { "score": 9.759099006652832, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 0.07355322850544987 }, { "score": 9.160961151123047, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 0.0404421066466717 }, { "score": 9.10584831237793, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 0.03827353431177307 }, { "score": 7.604825973510742, "text": "The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor. If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 0.00853125354849023 }, { "score": 6.869401931762695, "text": "The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor. If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 0.0040890483535076004 }, { "score": 6.826106071472168, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality.", "probability": 0.00391578729499521 }, { "score": 5.1055803298950195, "text": "The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor.", "probability": 0.0007008164017639273 }, { "score": 5.031027793884277, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality", "probability": 0.0006504688481243348 }, { "score": 3.9624478816986084, "text": "In", "probability": 0.00022343342511967488 }, { "score": 3.7054953575134277, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement", "probability": 0.00017280451272060152 }, { "score": 3.185722827911377, "text": "In", "probability": 0.00010275920561344626 }, { "score": 2.9653055667877197, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In", "probability": 8.243179140960564e-05 }, { "score": 2.9008278846740723, "text": "The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor", "probability": 7.728450621740095e-05 }, { "score": 2.8763980865478516, "text": "the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 7.541933694907283e-05 }, { "score": 2.7945809364318848, "text": "The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor. If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality", "probability": 6.949442616074636e-05 }, { "score": 2.708353042602539, "text": "If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement", "probability": 6.375315394101629e-05 }, { "score": 2.687734365463257, "text": "If", "probability": 6.245210726644645e-05 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Insurance": [ { "text": "", "score": 12.119707107543945, "probability": 0.9999980698332013 }, { "score": -1.450488805770874, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 1.2780209063665236e-06 }, { "score": -3.568136215209961, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 1.537642498009036e-07 }, { "score": -4.118935585021973, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 8.864336760507704e-08 }, { "score": -4.555511951446533, "text": "Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 5.7285345913176136e-08 }, { "score": -4.692967414855957, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "probability": 4.9928370304672776e-08 }, { "score": -4.929108619689941, "text": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "probability": 3.942689428644768e-08 }, { "score": -4.93406343460083, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 3.92320244932996e-08 }, { "score": -5.013817310333252, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 3.622463777694412e-08 }, { "score": -5.140029430389404, "text": "In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.", "probability": 3.1929404897964195e-08 }, { "score": -5.416192054748535, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 2.4224505493059217e-08 }, { "score": -5.439398765563965, "text": "License", "probability": 2.3668807302157414e-08 }, { "score": -5.852941989898682, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee", "probability": 1.5652252077285693e-08 }, { "score": -5.867125988006592, "text": "Either party may terminate this Agreement by written notice to the other in the event of:", "probability": 1.5431807650945002e-08 }, { "score": -5.936698913574219, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee. At Licensor's reasonable request during each calendar year, Licensee shall submit samples to Licensor, at no cost to Licensor, and shall not materially depart therefrom without Licensor's prior express written consent.", "probability": 1.4394668365986624e-08 }, { "score": -6.041500568389893, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense.", "probability": 1.296244370772138e-08 }, { "score": -6.050995349884033, "text": "All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 1.2839950580064463e-08 }, { "score": -6.089083194732666, "text": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee", "probability": 1.2360100764959637e-08 }, { "score": -6.100071907043457, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 1.2225022699760631e-08 }, { "score": -6.122654914855957, "text": "Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "probability": 1.195203891562459e-08 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Covenant Not To Sue": [ { "score": 14.786956787109375, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 0.46208329390830905 }, { "score": 14.690098762512207, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 0.4194260126704511 }, { "score": 12.895347595214844, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 0.06969551529885151 }, { "text": "", "score": 12.054129600524902, "probability": 0.030051662325151024 }, { "score": 9.95448112487793, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark", "probability": 0.0036813130751776175 }, { "score": 9.909078598022461, "text": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.", "probability": 0.003517909691545157 }, { "score": 9.907252311706543, "text": "Each of the parties: (a) submits to the exclusive jurisdiction of any state or federal court sitting in Wilmington, Delaware for any action or proceeding arising out of, or relating to, this Agreement; (b) agrees that all claims in respect of the action or proceeding may be heard and determined in any such court; and (c) agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court.", "probability": 0.0035114908443253504 }, { "score": 9.056047439575195, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark", "probability": 0.0014990563604939868 }, { "score": 8.678136825561523, "text": "(c) agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court.", "probability": 0.0010272909617396826 }, { "score": 8.618063926696777, "text": "Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon.", "probability": 0.0009673956688215182 }, { "score": 8.448853492736816, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.0008168023543766486 }, { "score": 8.265682220458984, "text": "Each of the parties:", "probability": 0.0006800904996314292 }, { "score": 8.15972900390625, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark", "probability": 0.0006117187759344516 }, { "score": 8.104625701904297, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 0.0005789229291596472 }, { "score": 8.030366897583008, "text": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 0.0005374902144340896 }, { "score": 7.668081283569336, "text": "Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon. If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor.", "probability": 0.0003741380848561875 }, { "score": 7.48978328704834, "text": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER", "probability": 0.00031303873710378775 }, { "score": 7.116602897644043, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 0.00021554001013564418 }, { "score": 7.113606929779053, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark", "probability": 0.0002148952255508953 }, { "score": 7.023723602294922, "text": "Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon", "probability": 0.0001964223639513875 } ], "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Third Party Beneficiary": [ { "text": "", "score": 11.989944458007812, "probability": 0.9933780271137067 }, { "score": 6.791181564331055, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 0.005486817460445974 }, { "score": 4.2105913162231445, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark", "probability": 0.00041551280028119064 }, { "score": 3.7988338470458984, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 0.0002752709682358063 }, { "score": 2.8756344318389893, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor,", "probability": 0.0001093503050047292 }, { "score": 2.6190948486328125, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 8.460699557157792e-05 }, { "score": 2.5086469650268555, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor.", "probability": 7.57598955028753e-05 }, { "score": 2.224914789199829, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor", "probability": 5.7044798271187906e-05 }, { "score": 1.4712653160095215, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "probability": 2.6847895031420674e-05 }, { "score": 0.9878005981445312, "text": "License", "probability": 1.6555571681790357e-05 }, { "score": 0.9658334255218506, "text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 1.6195857992216547e-05 }, { "score": 0.6821885108947754, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor", "probability": 1.2196031542566263e-05 }, { "score": 0.1505643129348755, "text": "If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details.", "probability": 7.166994699684388e-06 }, { "score": 0.10690808296203613, "text": "Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense.", "probability": 6.860842087568844e-06 }, { "score": 0.03850454092025757, "text": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark", "probability": 6.407227470448542e-06 }, { "score": -0.11379373073577881, "text": "If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details. Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon.", "probability": 5.502091946307562e-06 }, { "score": -0.14665555953979492, "text": "Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. License", "probability": 5.324221719718767e-06 }, { "score": -0.16256284713745117, "text": "Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 5.240197861218843e-06 }, { "score": -0.27588677406311035, "text": "Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark.", "probability": 4.678770353694562e-06 }, { "score": -0.28551018238067627, "text": "Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon.", "probability": 4.633960593286094e-06 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Document Name": [ { "score": 13.311116218566895, "text": "COOPERATION AGREEMENT", "probability": 0.7485613475084946 }, { "score": 10.965194702148438, "text": "COOPERATION AGREEMENT BETWEEN THE CITY OF FORT STOCKTON, TEXAS AND STW RESOURCES HOLDING CORP. 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REGARDING DEVELOPMENT OF WATER WELL(S) IN THE CAPITAN REEF AQUIFER FORMATION\n\nThis AGREEMENT regarding development of water well(s) in the Capitan Reef Aquifer Formation (the \"AGREEMENT\") is entered into", "probability": 0.0003447094477815366 }, { "score": 5.331868648529053, "text": "COOPERATION AGRE", "probability": 0.00025638003875455616 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Parties": [ { "score": 12.624354362487793, "text": "STW Resources Holding Corp.,", "probability": 0.13580940048253892 }, { "score": 12.328495025634766, "text": "STW", "probability": 0.10102753453738444 }, { "score": 12.22176742553711, "text": "STW Resources Holding Corp., a Nevada corporation (\"STW\"), effective as of the last date of signature on the signature pages below. 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REGARDING DEVELOPMENT OF WATER WELL(S) IN THE CAPITAN REEF AQUIFER FORMATION\n\nThis AGREEMENT regarding development of water well(s) in the Capitan Reef Aquifer Formation (the \"AGREEMENT\") is entered into by the City of Fort Stockton, Texas, a Texas Type A-General Law city (\"COFS\") and STW Resources Holding Corp., a Nevada corporation (\"STW\"), effective as of the last date of signature on the signature pages below. STW and COFS are sometimes individually referred to as a \"Party\" and collectively referred to as the \"Parties.\"", "probability": 0.02573438264368082 }, { "score": 10.904705047607422, "text": "City of Fort Stockton, Texas, a Texas Type A-General Law city (\"COFS\") and STW Resources Holding Corp.,", "probability": 0.024327395954620766 }, { "score": 10.886618614196777, "text": "City of Fort Stockton, Texas, a Texas Type A-General Law city (\"COFS", "probability": 0.02389135522481692 }, { "score": 10.828524589538574, "text": "COFS\") and STW Resources Holding Corp., a Nevada corporation (\"STW", "probability": 0.022542956408670992 }, { "score": 10.608845710754395, "text": "City of Fort Stockton, Texas, a Texas Type A-General Law city (\"COFS\") and STW", "probability": 0.018096956663364906 }, { "score": 10.502119064331055, "text": "City of Fort Stockton, Texas, a Texas Type A-General Law city (\"COFS\") and STW Resources Holding Corp., a Nevada corporation (\"STW\"), effective as of the last date of signature on the signature pages below. STW and COFS are sometimes individually referred to as a \"Party\" and collectively referred to as the \"Parties.\"", "probability": 0.016265025660341367 }, { "score": 10.44875717163086, "text": "STW RESOURCES HOLDING CORP.:\n\n STW Resources Holding Corp.", "probability": 0.015419843899971922 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Agreement Date": [ { "score": 12.457464218139648, "text": "day of , 2014", "probability": 0.34343462242652817 }, { "score": 12.270662307739258, "text": "day of , 2014", "probability": 0.28491612976202413 }, { "text": "", "score": 11.096227645874023, "probability": 0.08803726524707099 }, { "score": 10.96036148071289, "text": ", 2014", "probability": 0.07685296327106157 }, { "score": 10.57444953918457, "text": ", 2014", "probability": 0.05224697982949031 }, { "score": 10.23729133605957, "text": "day of , 2014,", "probability": 0.037293680315001666 }, { "score": 9.725513458251953, "text": ", 2014", "probability": 0.02235491049633308 }, { "score": 9.674583435058594, "text": "day of , 2014,", "probability": 0.021244881223258 }, { "score": 9.470955848693848, "text": "day of , 2014", "probability": 0.017330854262672866 }, { "score": 9.465829849243164, "text": ", 2014, by Raul B. Rodriguez, City Manager of the City of Fort Stockton.\n\n\n\n Notary Public, State of Texas My Commission Expires\n\n -9-\n\n\n\n\n\n STW RESOURCES HOLDING CORP.:\n\n STW Resources Holding Corp.\n\n By: _ Stanley T. Weiner\n\nTitle: CEO Date:\n\n\n\n STATE OF TEXAS \u00a7 COUNTY OF \u00a7\n\n This instrument was acknowledged before me on the day of , 2014", "probability": 0.017242243616331497 }, { "score": 9.068763732910156, "text": ", 2014,", "probability": 0.011591780630142311 }, { "score": 8.354275703430176, "text": ", 2014,", "probability": 0.005673511573183587 }, { "score": 8.026023864746094, "text": "day of , 2014", "probability": 0.004085958797122629 }, { "score": 7.976423263549805, "text": "day of , 2014, by Raul B. Rodriguez, City Manager of the City of Fort Stockton.\n\n\n\n Notary Public, State of Texas My Commission Expires\n\n -9-\n\n\n\n\n\n STW RESOURCES HOLDING CORP.:\n\n STW Resources Holding Corp.\n\n By: _ Stanley T. 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Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.00681723217482423 }, { "score": 9.988300323486328, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term", "probability": 0.0031084514774184077 }, { "score": 8.0624361038208, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term", "probability": 0.0004530560027750919 }, { "score": 7.400846481323242, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT", "probability": 0.00023379066519331378 }, { "score": 7.135259628295898, "text": "3. Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 0.00017926035902638896 }, { "score": 6.818525314331055, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.0001305955254522607 }, { "score": 6.6144256591796875, "text": ".", "probability": 0.00010648512453176998 }, { "score": 6.399074554443359, "text": "3. Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 8.585451647748815e-05 }, { "score": 6.10407018661499, "text": "The provisions of this section shall terminate in the event STW is not producing CRA water from other properties in Pecos County for sale due to termination of all such agreements or failure of STW to enter into such agreements regarding other properties in Pecos County within ten (10) years from the Effective Date of this AGREEMENT.", "probability": 6.392112024701017e-05 }, { "score": 5.929322242736816, "text": "Subject", "probability": 5.3672559959270186e-05 }, { "score": 5.658441543579102, "text": "Subject", "probability": 4.0936463092450105e-05 }, { "score": 5.422855854034424, "text": ".", "probability": 3.234422518463305e-05 }, { "score": 5.142646312713623, "text": "Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 2.44401177733792e-05 }, { "score": 5.129671096801758, "text": "this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 2.4125050422096525e-05 }, { "score": 5.094846725463867, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding", "probability": 2.3299371033107343e-05 }, { "score": 5.028076171875, "text": "The provisions of Section 16 are severable from the provisions of the AGREEMENT related to the Property, and shall remain in full force in effect upon termination of the provisions related only to the Property.", "probability": 2.1794460071325077e-05 }, { "score": 4.820805549621582, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date,", "probability": 1.7714529704177277e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Renewal Term": [ { "score": 15.076980590820312, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 0.9350316539654729 }, { "score": 11.47136402130127, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.025405452433021294 }, { "text": "", "score": 11.318124771118164, "probability": 0.02179595851791762 }, { "score": 10.958745002746582, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term", "probability": 0.015215958754765913 }, { "score": 8.468637466430664, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT", "probability": 0.0012614189761235033 }, { "score": 7.576516628265381, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.0005169115101727326 }, { "score": 6.393828868865967, "text": "3. Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 0.00015840957729158883 }, { "score": 6.337677001953125, "text": "Subject", "probability": 0.00014975970955720993 }, { "score": 5.772665500640869, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding", "probability": 8.511647154555547e-05 }, { "score": 5.721417427062988, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased,", "probability": 8.086430463492733e-05 }, { "score": 5.556581974029541, "text": ".", "probability": 6.857561776696952e-05 }, { "score": 5.545234680175781, "text": "this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 6.78018683642682e-05 }, { "score": 4.930315971374512, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS. STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.\n\n -1-\n\n\n\n\n\n 3. Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 3.665944278502691e-05 }, { "score": 4.615616321563721, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 2.676169015314838e-05 }, { "score": 4.573790073394775, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT", "probability": 2.566543499382976e-05 }, { "score": 4.2240519523620605, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT. 4. Post-Well Study Generally. The Post-Well Study shall provide information on the feasibility of developing a water well field in that location that would produce water from the CRA for:", "probability": 1.8090863353927213e-05 }, { "score": 4.016280174255371, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased", "probability": 1.4696880283381764e-05 }, { "score": 3.9663569927215576, "text": "AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 1.3981178945388244e-05 }, { "score": 3.963942050933838, "text": "unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 1.3947455948038408e-05 }, { "score": 3.839491128921509, "text": "Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 1.2315346902857351e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 15.835789680480957, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 0.5632741423845373 }, { "score": 15.538885116577148, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 0.4185774243063158 }, { "text": "", "score": 11.803034782409668, "probability": 0.009984276873537142 }, { "score": 11.067180633544922, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term", "probability": 0.004783427759966791 }, { "score": 10.068639755249023, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term", "probability": 0.001762294257939333 }, { "score": 8.95958137512207, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.0005813269961722585 }, { "score": 8.5792236328125, "text": "The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time, and such suspension shall not extend for a period longer than twenty-four (24) months from the date notice of the Force Majeure is provided without payment as set forth under Section 15(a) of this AGREEMENT by STW, or the option to terminate this AGREEMENT by STW if COFS is the party asserting the Force Majeure.", "probability": 0.0003974049048341714 }, { "score": 7.213931560516357, "text": ".", "probability": 0.00010145989528494437 }, { "score": 6.859285354614258, "text": "3. Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 7.116615783772072e-05 }, { "score": 6.750262260437012, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 6.38153846487427e-05 }, { "score": 6.645137310028076, "text": "3. Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 5.744737719579502e-05 }, { "score": 6.534994125366211, "text": "Subject", "probability": 5.145595324448603e-05 }, { "score": 6.450835704803467, "text": "Subject", "probability": 4.7302717408427364e-05 }, { "score": 6.387969017028809, "text": ".", "probability": 4.442049919929695e-05 }, { "score": 6.278627872467041, "text": "which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 3.981962622616707e-05 }, { "score": 6.227477073669434, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 3.783403571400604e-05 }, { "score": 6.2134199142456055, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 3.730591726145462e-05 }, { "score": 6.045890808105469, "text": "this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 3.1551554148929147e-05 }, { "score": 6.02224063873291, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT", "probability": 3.08141092701143e-05 }, { "score": 5.825439453125, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month.", "probability": 2.5309289257279476e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Governing Law": [ { "score": 13.271620750427246, "text": "This AGREEMENT is controlled by the laws of the State of Texas, and venue for any actions brought to enforce this AGREEMENT shall be brought exclusively in a court of competent jurisdiction in Pecos County, Texas.", "probability": 0.669127748204226 }, { "text": "", "score": 12.079825401306152, "probability": 0.20319775079995347 }, { "score": 11.533662796020508, "text": "This AGREEMENT is controlled by the laws of the State of Texas, and venue for any actions brought to enforce this AGREEMENT shall be brought exclusively in a court of competent jurisdiction in Pecos County, Texas.", "probability": 0.11768564467615159 }, { "score": 8.498991012573242, "text": "This AGREEMENT is controlled by the laws of the State of Texas,", "probability": 0.005659554947910527 }, { "score": 7.091175079345703, "text": "This AGREEMENT is controlled by the laws of the State of Texas, and venue for any actions brought to enforce this AGREEMENT shall be brought exclusively in a court of competent jurisdiction in Pecos County, Texas", "probability": 0.0013847634416308627 }, { "score": 6.385069847106934, "text": "This AGREEMENT is controlled by the laws of the State of Texas, and", "probability": 0.0006834676817154568 }, { "score": 6.206047058105469, "text": "This AGREEMENT is controlled by the laws of the State of Texas,", "probability": 0.0005714383380719993 }, { "score": 5.71515417098999, "text": "This AGREEMENT is controlled by the laws of the State of Texas, and venue for any actions brought to enforce this AGREEMENT shall be brought exclusively in a court of competent jurisdiction in Pecos County, Texas", "probability": 0.00034976576773790475 }, { "score": 5.300381660461426, "text": "This AGREEMENT is controlled by the laws of the State of Texas", "probability": 0.00023101697320088851 }, { "score": 5.264632225036621, "text": "STATE OF TEXAS", "probability": 0.0002229041257089888 }, { "score": 5.250706195831299, "text": "This", "probability": 0.00021982147073519026 }, { "score": 5.248584747314453, "text": "STATE OF TEXAS \u00a7 COUNTY OF PECOS", "probability": 0.00021935562511059612 }, { "score": 5.092335224151611, "text": "venue for any actions brought to enforce this AGREEMENT shall be brought exclusively in a court of competent jurisdiction in Pecos County, Texas.", "probability": 0.00018762489842344917 }, { "score": 4.16829776763916, "text": "This AGREEMENT is controlled by the laws of the State of Texas", "probability": 7.447081413564543e-05 }, { "score": 3.9487452507019043, "text": "STW shall conduct all necessary storage, holding, and treatment of CRA water produced from the Property and from other properties within Pecos County, as set forth in Subsection (a) of this section, within the boundaries of Pecos County. 17. Authorized Third Party Beneficiary. STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual. 18. Venue. This AGREEMENT is controlled by the laws of the State of Texas, and venue for any actions brought to enforce this AGREEMENT shall be brought exclusively in a court of competent jurisdiction in Pecos County, Texas.", "probability": 5.9790977707842e-05 }, { "score": 3.450329303741455, "text": "This", "probability": 3.632255245696631e-05 }, { "score": 3.13478946685791, "text": "STATE OF TEXAS", "probability": 2.6493488644691894e-05 }, { "score": 2.9596450328826904, "text": "AGREEMENT is controlled by the laws of the State of Texas, and venue for any actions brought to enforce this AGREEMENT shall be brought exclusively in a court of competent jurisdiction in Pecos County, Texas.", "probability": 2.2236933046863806e-05 }, { "score": 2.9374241828918457, "text": "This AGREEMENT is controlled by the laws of the State of Texas, and", "probability": 2.174825897736438e-05 }, { "score": 2.7526981830596924, "text": ".", "probability": 1.8080024453521113e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": [ { "text": "", "score": 11.972627639770508, "probability": 0.24714882424763684 }, { "score": 11.606511116027832, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "probability": 0.171378431111712 }, { "score": 11.471386909484863, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "probability": 0.14971746513875417 }, { "score": 10.94732666015625, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold", "probability": 0.08864943887964784 }, { "score": 10.901154518127441, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "probability": 0.08464936108769565 }, { "score": 10.620400428771973, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.0639283849390685 }, { "score": 10.158231735229492, "text": "If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water. STW shall have the right to the sale of and transport of such additional water produced from Additional Wells. STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "probability": 0.04026951688754416 }, { "score": 9.960969924926758, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.033060293417497284 }, { "score": 9.735023498535156, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold", "probability": 0.0263742074291287 }, { "score": 9.499046325683594, "text": "If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water. STW shall have the right to the sale of and transport of such additional water produced from Additional Wells. STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold", "probability": 0.02083031480908187 }, { "score": 8.990854263305664, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold. STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use.", "probability": 0.01253114701269538 }, { "score": 8.982232093811035, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.012423565797407136 }, { "score": 8.567922592163086, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.008209447579408918 }, { "score": 8.560633659362793, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years. b. If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.008149827016774917 }, { "score": 8.41565990447998, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.007049967079290666 }, { "score": 8.362091064453125, "text": "STW shall have the right to the sale of and transport of such additional water produced from Additional Wells. STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "probability": 0.006682245656536625 }, { "score": 8.131978034973145, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection", "probability": 0.005308668644331885 }, { "score": 8.063252449035645, "text": "If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water.", "probability": 0.0049560819134344325 }, { "score": 7.973538398742676, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold. STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use.", "probability": 0.004530813216940046 }, { "score": 7.886226654052734, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years. b. If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.004151998135413117 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Compete": [ { "text": "", "score": 11.8787841796875, "probability": 0.9824673780314622 }, { "score": 6.334015369415283, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.0038393317572189205 }, { "score": 5.9202656745910645, "text": "The provisions of this section shall terminate in the event STW is not producing CRA water from other properties in Pecos County for sale due to termination of all such agreements or failure of STW to enter into such agreements regarding other properties in Pecos County within ten (10) years from the Effective Date of this AGREEMENT.", "probability": 0.0025384372482154423 }, { "score": 5.854299545288086, "text": "STW may choose to not pursue the production and transport of the water from the Property.", "probability": 0.0023763899437426396 }, { "score": 5.644989967346191, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property.", "probability": 0.0019275946452221933 }, { "score": 5.241490840911865, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 0.0012875919923794942 }, { "score": 5.133114337921143, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 0.0011553430332975167 }, { "score": 5.129549026489258, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.0011512312098942463 }, { "score": 4.18610954284668, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.0004481588665152912 }, { "score": 4.0925116539001465, "text": "STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.0004081153656435074 }, { "score": 3.982471466064453, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.0003655889831572631 }, { "score": 3.928647994995117, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 0.0003464318902801574 }, { "score": 3.8088817596435547, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.00030732935776280745 }, { "score": 3.6790153980255127, "text": "STW may choose to not pursue the production and transport of the water from the Property.", "probability": 0.00026990057150493816 }, { "score": 3.5411062240600586, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.00023513138982131625 }, { "score": 3.403898239135742, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.00020498493294358733 }, { "score": 3.372575044631958, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 0.00019866366795505687 }, { "score": 3.250474452972412, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply. 15. Option to Produce Water. a. STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\"). The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.0001758291337371977 }, { "score": 3.1588857173919678, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.00016044062827713442 }, { "score": 2.9945526123046875, "text": "The provisions of this section shall terminate in the event STW is not producing CRA water from other properties in Pecos County for sale due to termination of all such agreements or failure of STW to enter into such agreements regarding other properties in Pecos County within ten (10) years from the Effective Date of this AGREEMENT. b. COFS shall manage well maintenance and production operations for all CRA water produced within Pecos County under the direction of STW. STW shall pay COFS for its reasonable costs incurred to manage such well maintenance and production operations. c. STW shall conduct all necessary storage, holding, and treatment of CRA water produced from the Property and from other properties within Pecos County, as set forth in Subsection (a) of this section, within the boundaries of Pecos County.", "probability": 0.0001361273509694239 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Exclusivity": [ { "text": "", "score": 12.110506057739258, "probability": 0.9998420793184699 }, { "score": 2.207012176513672, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 4.99917875824233e-05 }, { "score": 1.4555639028549194, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 2.3580272935797387e-05 }, { "score": 0.7942867279052734, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 1.2171939906293596e-05 }, { "score": 0.7721447944641113, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 1.1905391461859953e-05 }, { "score": 0.7379032373428345, "text": "STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 1.1504632776939769e-05 }, { "score": 0.3100024461746216, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 7.499594956225702e-06 }, { "score": 0.04283857345581055, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 5.741296985839614e-06 }, { "score": -0.013544917106628418, "text": "STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 5.426539565092946e-06 }, { "score": -0.168837308883667, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 4.6460121903804334e-06 }, { "score": -0.18022608757019043, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 4.593399949023983e-06 }, { "score": -0.28155362606048584, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 4.150766188813525e-06 }, { "score": -0.5573683977127075, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 3.1502385160754176e-06 }, { "score": -0.7427953481674194, "text": "STW may choose to not pursue the production and transport of the water from the Property.", "probability": 2.6170591327180466e-06 }, { "score": -0.7723594903945923, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water.", "probability": 2.5408205414535944e-06 }, { "score": -0.8287429809570312, "text": "STW may choose to pursue the production and transport of the water.", "probability": 2.4015241207701537e-06 }, { "score": -1.2193851470947266, "text": "STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 1.6249246085678837e-06 }, { "score": -1.2390315532684326, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 1.5933122313170352e-06 }, { "score": -1.3199454545974731, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 1.4694690021037826e-06 }, { "score": -1.433523416519165, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water.", "probability": 1.3116988781225869e-06 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.13424015045166, "probability": 0.9994676285410417 }, { "score": 3.8994054794311523, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.00026510961281422875 }, { "score": 2.6339166164398193, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 7.478778060452208e-05 }, { "score": 1.9543789625167847, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 3.79062822455762e-05 }, { "score": 1.6788899898529053, "text": "STW may choose to not pursue the production and transport of the water from the Property.", "probability": 2.8778479957884242e-05 }, { "score": 1.4491779804229736, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 2.2872055343368015e-05 }, { "score": 0.8095767498016357, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 1.2065071726858952e-05 }, { "score": 0.7696402072906494, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 1.1592729119921516e-05 }, { "score": 0.6093262434005737, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 9.875571057218134e-06 }, { "score": 0.5315080881118774, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property.", "probability": 9.136213140724026e-06 }, { "score": 0.4601672887802124, "text": "The provisions of this section shall terminate in the event STW is not producing CRA water from other properties in Pecos County for sale due to termination of all such agreements or failure of STW to enter into such agreements regarding other properties in Pecos County within ten (10) years from the Effective Date of this AGREEMENT.", "probability": 8.507134659050348e-06 }, { "score": 0.42810070514678955, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 8.238667333255744e-06 }, { "score": 0.3036231994628906, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 7.2743982419739965e-06 }, { "score": 0.12380528450012207, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water.", "probability": 6.077194622934125e-06 }, { "score": 0.08583253622055054, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 5.850753348735123e-06 }, { "score": -0.006031930446624756, "text": "STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 5.337225581052231e-06 }, { "score": -0.025555312633514404, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 5.234035473828359e-06 }, { "score": -0.10470938682556152, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT", "probability": 4.835712627863059e-06 }, { "score": -0.18285587430000305, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property.", "probability": 4.472206987467983e-06 }, { "score": -0.19452261924743652, "text": "STW may choose to not pursue the production and transport of the water from the Property.", "probability": 4.420334071612459e-06 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.894168853759766, "probability": 0.7146813328903674 }, { "score": 10.577680587768555, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.19158824063349483 }, { "score": 8.960104942321777, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.03800709465101139 }, { "score": 7.848422050476074, "text": "STW may choose to not pursue the production and transport of the water from the Property.", "probability": 0.012504517159596471 }, { "score": 7.3749823570251465, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.007788515355518839 }, { "score": 7.064042568206787, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.005707096894112746 }, { "score": 7.005871772766113, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 0.0053845819435588 }, { "score": 6.986502647399902, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property.", "probability": 0.005281290859061183 }, { "score": 6.668994426727295, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.003844572171775435 }, { "score": 6.513062477111816, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.0032894828975668098 }, { "score": 6.425357818603516, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.003013269554361557 }, { "score": 5.848327159881592, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.001692141795571688 }, { "score": 5.8450798988342285, "text": "STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.0016866558813507036 }, { "score": 5.581931114196777, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years", "probability": 0.001296410142077648 }, { "score": 5.365872859954834, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 0.001044502568701103 }, { "score": 5.232449054718018, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply", "probability": 0.0009140380812930687 }, { "score": 4.980325222015381, "text": "Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply. 15. Option to Produce Water. a. STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\"). The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.000710343319899952 }, { "score": 4.917353630065918, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property.", "probability": 0.0006669911719485185 }, { "score": 4.571604251861572, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT", "probability": 0.0004720228673390361 }, { "score": 4.471124649047852, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 0.00042689916139272574 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.154438972473145, "probability": 0.9999803116429054 }, { "score": -0.20082727074623108, "text": "So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:", "probability": 4.306926868286391e-06 }, { "score": -0.7885796427726746, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 2.392819204292519e-06 }, { "score": -0.7951506972312927, "text": "STW may choose to not pursue the production and transport of the water from the Property.", "probability": 2.3771474055038296e-06 }, { "score": -1.1146918535232544, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 1.7269555203967358e-06 }, { "score": -1.2186980247497559, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 1.5563663977835432e-06 }, { "score": -1.400864839553833, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property.", "probability": 1.2971727097096146e-06 }, { "score": -1.5975620746612549, "text": "STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs. So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:", "probability": 1.0655486408894592e-06 }, { "score": -1.7885394096374512, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 8.803044083932606e-07 }, { "score": -1.8309831619262695, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property.", "probability": 8.437228079023129e-07 }, { "score": -2.2510104179382324, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 5.543502781539192e-07 }, { "score": -2.29327392578125, "text": "STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 5.314096805038722e-07 }, { "score": -2.639644145965576, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 3.7583981547995965e-07 }, { "score": -2.7440831661224365, "text": "STW will pay all reasonable and necessary costs to: (a) construct the improvements to the Existing CRA Well or the Replacement CRA Well (including the cost of securing any necessary regulatory approval for the improvements to the Existing CRA Well and the Replacement CRA Well); (b) obtain the Post-Well Study (ies); and (c) reasonable consulting costs related to the negotiation and execution of the AGREEMENT. 11. STW Termination Rights. STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs. So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:", "probability": 3.3856767882087153e-07 }, { "score": -2.916559934616089, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 2.849310557362082e-07 }, { "score": -3.0638973712921143, "text": "9. COFS Responsibilities. COFS shall perform the following services: a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT; and b. possess or obtain any and all necessary property rights for the activities covered in this AGREEMENT, including both CRA and surface rights to the Property. 10. Construction and Post-Well Study Costs. STW will pay all reasonable and necessary costs to: (a) construct the improvements to the Existing CRA Well or the Replacement CRA Well (including the cost of securing any necessary regulatory approval for the improvements to the Existing CRA Well and the Replacement CRA Well); (b) obtain the Post-Well Study (ies); and (c) reasonable consulting costs related to the negotiation and execution of the AGREEMENT. 11. STW Termination Rights. STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs. So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:", "probability": 2.4589627597304947e-07 }, { "score": -3.0662155151367188, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 2.4532691322183964e-07 }, { "score": -3.148037910461426, "text": "STATE OF TEXAS", "probability": 2.2605295036063052e-07 }, { "score": -3.164973258972168, "text": "STATE OF TEXAS \u00a7 COUNTY OF", "probability": 2.2225689931519484e-07 }, { "score": -3.190009117126465, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 2.1676158410910556e-07 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.55318546295166, "probability": 0.9999518703747433 }, { "score": 0.4652935266494751, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 1.5295680845705025e-05 }, { "score": -0.5305008888244629, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 5.650681036933416e-06 }, { "score": -0.6647132635116577, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 4.940980042619025e-06 }, { "score": -1.09976327419281, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 3.1979618660745678e-06 }, { "score": -1.1787899732589722, "text": "Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 2.954965545231995e-06 }, { "score": -1.3268952369689941, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 2.5481859841612226e-06 }, { "score": -1.3727459907531738, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 2.4339877786990345e-06 }, { "score": -1.3788447380065918, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 2.419188676282125e-06 }, { "score": -1.9338984489440918, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term", "probability": 1.3887145224920068e-06 }, { "score": -2.03414249420166, "text": "If, based on the Post-Well Study of the Existing CRA Well, it is determined that the Existing CRA Well is not suitable for the purposes of this AGREEMENT, then STW may elect to drill at its expense a second water well (the \"Replacement CRA Well\") at a place to be mutually agreed on the Property, with the Existing CRA Well to remain as a monitoring well.", "probability": 1.2562542426174036e-06 }, { "score": -2.1915903091430664, "text": "12. Title of Producing Wells. Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT. 13. Uses, Maintenance, Construction and Operation of Wells. STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 1.0732448773507913e-06 }, { "score": -2.448915958404541, "text": "So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:", "probability": 8.297432244605916e-07 }, { "score": -2.626988649368286, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 6.943968269442278e-07 }, { "score": -2.672839403152466, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 6.632770923532022e-07 }, { "score": -2.7910053730010986, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only,", "probability": 5.893539106670295e-07 }, { "score": -2.8271889686584473, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 5.684101621335183e-07 }, { "score": -2.873039722442627, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 5.429365817568938e-07 }, { "score": -2.8743033409118652, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property.", "probability": 5.422509503440496e-07 }, { "score": -2.879554271697998, "text": "The Parties shall indemnify, hold harmless, and defend each other, their heirs, successors, and assigns, from and against any and all losses, liabilities, damages, costs, attorney's fees, expenses, causes of action, suits, claims, and judgments of any kind or character for injury to person or property arising in whole or in part out of the responsibilities set forth in this AGREEMENT, whether due to the negligence of a Party or otherwise.", "probability": 5.394110906136346e-07 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.59756851196289, "probability": 0.7500684969270381 }, { "score": 9.636680603027344, "text": "STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs.", "probability": 0.10555969504028977 }, { "score": 9.18116569519043, "text": "The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time, and such suspension shall not extend for a period longer than twenty-four (24) months from the date notice of the Force Majeure is provided without payment as set forth under Section 15(a) of this AGREEMENT by STW, or the option to terminate this AGREEMENT by STW if COFS is the party asserting the Force Majeure.", "probability": 0.06693765841552705 }, { "score": 8.605365753173828, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 0.03763602761213441 }, { "score": 6.996509075164795, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term", "probability": 0.00753158186511838 }, { "score": 6.836835861206055, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.006420088359950422 }, { "score": 6.6956610679626465, "text": "STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs", "probability": 0.0055748035976018115 }, { "score": 6.689210414886475, "text": "Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 0.005538958210999119 }, { "score": 6.598974704742432, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 0.005061033565390806 }, { "score": 5.627323150634766, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only,", "probability": 0.0019153860026194648 }, { "score": 5.207737922668457, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 0.0012590203798994804 }, { "score": 5.196087837219238, "text": "Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term", "probability": 0.0012444377940113082 }, { "score": 5.105852127075195, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term", "probability": 0.0011370624593313294 }, { "score": 4.729275703430176, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only", "probability": 0.0007802598475152158 }, { "score": 4.644079685211182, "text": "The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time,", "probability": 0.0007165377867404187 }, { "score": 4.6062750816345215, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT,", "probability": 0.0006899550015017974 }, { "score": 4.459965229034424, "text": "The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time, and such suspension shall not extend for a period longer than twenty-four (24) months from the date notice of the Force Majeure is provided without payment as set forth under Section 15(a) of this AGREEMENT by STW, or the option to terminate this AGREEMENT by STW if COFS is the party asserting the Force Majeure", "probability": 0.0005960452146233244 }, { "score": 4.3123602867126465, "text": "unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 0.0005142510577079024 }, { "score": 4.1074981689453125, "text": "STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property,", "probability": 0.00041899101155697176 }, { "score": 4.06038761138916, "text": "Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term. If STW terminates the AGREEMENT and COFS sells water within twenty (20) years from the Effective Date of this AGREEMENT from one or more producing water well(s) developed by STW, STW shall be reimbursed the amount expended for drilling the producing well(s), to be paid from the sale of water produced by COFS from the producing well(s).", "probability": 0.00039970985044300193 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.17896556854248, "probability": 0.20893446787929798 }, { "score": 12.025381088256836, "text": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\").", "probability": 0.17918811426502862 }, { "score": 11.718023300170898, "text": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\"). The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month.", "probability": 0.13177268880113147 }, { "score": 11.680885314941406, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month.", "probability": 0.12696867447794918 }, { "score": 10.495084762573242, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years. b. If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years. c. If STW exercises its option to produce and transport the CRA water, STW will construct additional facilities or expand existing facilities, as necessary, to be able to produce and transport the CRA water for sale.", "probability": 0.03878912198120431 }, { "score": 10.446751594543457, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month.", "probability": 0.036958907153612705 }, { "score": 10.262345314025879, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years. b. If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.030734948583619647 }, { "score": 10.228607177734375, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years. c. If STW exercises its option to produce and transport the CRA water, STW will construct additional facilities or expand existing facilities, as necessary, to be able to produce and transport the CRA water for sale.", "probability": 0.029715305838872722 }, { "score": 10.123746871948242, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply. 15. Option to Produce Water. a. STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\").", "probability": 0.026757156101711154 }, { "score": 9.995867729187012, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.023545219650675117 }, { "score": 9.882401466369629, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.02101962551856333 }, { "score": 9.816389083862305, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply. 15. Option to Produce Water. a. STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\"). The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month.", "probability": 0.01967687655320232 }, { "score": 9.708745956420898, "text": "If STW exercises its option to produce and transport the CRA water, STW will construct additional facilities or expand existing facilities, as necessary, to be able to produce and transport the CRA water for sale.", "probability": 0.017668811794783253 }, { "score": 9.64167594909668, "text": "If STW exercises its option to produce and transport the CRA water, STW will construct additional facilities or expand existing facilities, as necessary, to be able to produce and transport the CRA water for sale.", "probability": 0.01652263125811064 }, { "score": 9.621103286743164, "text": "STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.016186189362868045 }, { "score": 9.61758041381836, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.016129267797196485 }, { "score": 9.588566780090332, "text": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\"). The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.015668022682971506 }, { "score": 9.56236743927002, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.01526286147021067 }, { "score": 9.55142879486084, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.015096816266302458 }, { "score": 9.432519912719727, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water.", "probability": 0.013404292562688783 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Change Of Control": [ { "text": "", "score": 12.279632568359375, "probability": 0.9896305742139211 }, { "score": 7.498507499694824, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.008299594410999098 }, { "score": 5.088974952697754, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT", "probability": 0.000745779052043207 }, { "score": 4.687041282653809, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.0004989449202531681 }, { "score": 4.04142951965332, "text": "The provisions of this section shall terminate in the event STW is not producing CRA water from other properties in Pecos County for sale due to termination of all such agreements or failure of STW to enter into such agreements regarding other properties in Pecos County within ten (10) years from the Effective Date of this AGREEMENT.", "probability": 0.0002616176132894122 }, { "score": 3.276796340942383, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT.", "probability": 0.00012178421725513101 }, { "score": 2.82285737991333, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 7.73477746450874e-05 }, { "score": 2.580566883087158, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS. STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.\n\n -1-\n\n\n\n\n\n 3. Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 6.070471121743533e-05 }, { "score": 2.4795587062835693, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 5.487254503737926e-05 }, { "score": 2.405205726623535, "text": "If", "probability": 5.094059517744165e-05 }, { "score": 2.0687496662139893, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 3.638672800711181e-05 }, { "score": 1.9711472988128662, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 3.300310756152805e-05 }, { "score": 1.9032838344573975, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water.", "probability": 3.083770905901022e-05 }, { "score": 1.748355507850647, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "probability": 2.641177503066045e-05 }, { "score": 1.4155988693237305, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW;", "probability": 1.893578079554303e-05 }, { "score": 0.9668045043945312, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT.", "probability": 1.2088552508873248e-05 }, { "score": 0.9268827438354492, "text": "STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs.", "probability": 1.1615462336892403e-05 }, { "score": 0.8007283210754395, "text": "STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs. So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:", "probability": 1.0238782825269635e-05 }, { "score": 0.6967992782592773, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW", "probability": 9.228104874037928e-06 }, { "score": 0.6821541786193848, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS. STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.\n\n -1-\n\n\n\n\n\n 3. Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term", "probability": 9.093943162384385e-06 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.02813720703125, "probability": 0.9916355734616813 }, { "score": 7.146520614624023, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.007521300651035757 }, { "score": 4.27549409866333, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 0.00042601214060747236 }, { "score": 3.4337522983551025, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT.", "probability": 0.00018359386170232553 }, { "score": 2.461884021759033, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only", "probability": 6.946741321688919e-05 }, { "score": 2.1336257457733154, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT. 13. Uses, Maintenance, Construction and Operation of Wells. STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 5.0028832641202097e-05 }, { "score": 1.6480157375335693, "text": "Upon", "probability": 3.078382789725875e-05 }, { "score": 1.1951121091842651, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW;", "probability": 1.9571723685157355e-05 }, { "score": 1.0847375392913818, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW", "probability": 1.7526452052830506e-05 }, { "score": 0.8228729963302612, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW;", "probability": 1.3488625066602253e-05 }, { "score": -0.037790775299072266, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only,", "probability": 5.704087202662538e-06 }, { "score": -0.10522055625915527, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 5.33214283394498e-06 }, { "score": -0.3952237367630005, "text": "STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "probability": 3.989835530058727e-06 }, { "score": -0.5372316837310791, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property. COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property. STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 3.4616386061208836e-06 }, { "score": -0.5593129992485046, "text": "12. Title of Producing Wells. Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT.", "probability": 3.386038815020861e-06 }, { "score": -0.8988439440727234, "text": "however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT.", "probability": 2.411212666828101e-06 }, { "score": -0.9436190128326416, "text": "STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 2.305631787947706e-06 }, { "score": -0.9755609035491943, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW", "probability": 2.2331493254152604e-06 }, { "score": -1.0913000106811523, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 1.989083014090405e-06 }, { "score": -1.1691045761108398, "text": "STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 1.8401906312004785e-06 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": [ { "score": 14.36337947845459, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "probability": 0.38972002934409206 }, { "score": 14.347918510437012, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "probability": 0.3837409209406215 }, { "score": 13.07490062713623, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold", "probability": 0.10744184844794641 }, { "text": "", "score": 12.025201797485352, "probability": 0.03760928370184182 }, { "score": 11.478260040283203, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection", "probability": 0.021765130474531845 }, { "score": 11.357440948486328, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.019288133801422816 }, { "score": 10.965240478515625, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW", "probability": 0.013030458882681045 }, { "score": 10.859664916992188, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold. STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use.", "probability": 0.01172489133388023 }, { "score": 10.057666778564453, "text": "Such reimbursement shall occur based on COFS' net revenues received from CRA water sales from the producing well(s) in six (6) month increments, which shall begin on the date COFS begins selling CRA water from producing water well(s), and shall end upon reimbursement in full of the amount STW is owed for drilling any producing well(s).", "probability": 0.005257816928327196 }, { "score": 9.134139060974121, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.0020879614148506544 }, { "score": 8.848836898803711, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection. Such payment shall be made according to the schedule and terms set forth in Section 14(b) of this AGREEMENT.", "probability": 0.0015697023700958288 }, { "score": 8.75503921508789, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.001429162122869726 }, { "score": 8.717423439025879, "text": "Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term. If STW terminates the AGREEMENT and COFS sells water within twenty (20) years from the Effective Date of this AGREEMENT from one or more producing water well(s) developed by STW, STW shall be reimbursed the amount expended for drilling the producing well(s), to be paid from the sale of water produced by COFS from the producing well(s). Such reimbursement shall occur based on COFS' net revenues received from CRA water sales from the producing well(s) in six (6) month increments, which shall begin on the date COFS begins selling CRA water from producing water well(s), and shall end upon reimbursement in full of the amount STW is owed for drilling any producing well(s).", "probability": 0.001376401615182341 }, { "score": 8.13054084777832, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years. b. If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.0007653591923836859 }, { "score": 7.970616340637207, "text": "Such reimbursement shall occur based on COFS' net revenues received from CRA water sales from the producing well(s) in six (6) month increments, which shall begin on the date COFS begins selling CRA water from producing water well(s), and shall end upon reimbursement in full of the amount STW is owed for drilling any producing well(s).", "probability": 0.000652245320123283 }, { "score": 7.856405258178711, "text": "If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00),", "probability": 0.0005818482451457401 }, { "score": 7.7654852867126465, "text": "STW shall have the right to the sale of and transport of such additional water produced from Additional Wells. STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "probability": 0.0005312802687534713 }, { "score": 7.755123138427734, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.0005258034884379597 }, { "score": 7.628536224365234, "text": "STW shall be entitled to use existing COFS easements and right of ways within Pecos County for laying of pipelines necessary for the delivery of CRA water produced within Pecos County. COFS will assist STW with any negotiations required to procure any additional easements and groundwater rights in Pecos County that are necessary for the production and delivery of CRA water. STW shall also be entitled to use and upgrade existing COFS water treatment infrastructure as necessary for the treatment of raw CRA water. STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "probability": 0.00046328417409178293 }, { "score": 7.573413848876953, "text": "Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 0.0004384379327205665 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": [ { "score": 13.31737995147705, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "probability": 0.2714529953870353 }, { "score": 12.643257141113281, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "probability": 0.13833332684958094 }, { "score": 12.552151679992676, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.12628745830210109 }, { "score": 12.544027328491211, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.12526561114396137 }, { "text": "", "score": 11.952112197875977, "probability": 0.06930529023535674 }, { "score": 11.881612777709961, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.06458755991626687 }, { "score": 11.670063018798828, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold", "probability": 0.05227258584271194 }, { "score": 11.263530731201172, "text": "For purposes of this section, the Post-Well Study must show that the Existing CRA Well or Replacement CRA Well can produce CRA water at a minimum of 1,200 GPM or more or a combination of 1,200 GPM from one or more wells on the Property in order for STW to proceed with the obligations set forth in this section (\"Critical Criterion\").", "probability": 0.03481122091103069 }, { "score": 10.75487995147705, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection", "probability": 0.020932207364845835 }, { "score": 10.43368911743164, "text": "The Post-Well Study shall provide information on the feasibility of developing a water well field in that location that would produce water from the CRA for: (a) the availability of a minimum 1,200 gallons per minute (\"GPM\") per day CRA water production for STW, its successors or assignees, to sell to communities and users within a 500-mile radius outside of COFS (the \"Permitted Sale Water\") during the Term, with the further requirement that STW would be responsible for the pipelines and pumping facilities required to transport the Permitted Sale Water to the intended end-users; and that all such water obtained from the Existing CRA Well contains acceptable levels of Total Dissolved Solids (\"TDS\") to meet municipal use standards.", "probability": 0.015181812433862407 }, { "score": 10.226692199707031, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.012343149876084243 }, { "score": 10.183794975280762, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 0.01182485909983404 }, { "score": 10.11269474029541, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.01101330165781579 }, { "score": 10.068649291992188, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years. b. If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.010538743627391016 }, { "score": 9.87254810333252, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW", "probability": 0.008662099649251026 }, { "score": 9.814823150634766, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold. STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use.", "probability": 0.008176238421786445 }, { "score": 9.457680702209473, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years", "probability": 0.0057206918209021015 }, { "score": 9.308987617492676, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply. 15. Option to Produce Water. a. STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\").", "probability": 0.0049302843361724216 }, { "score": 9.153928756713867, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.0042221218101157094 }, { "score": 9.133910179138184, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water;", "probability": 0.004138441313894067 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": [ { "score": 12.62547492980957, "text": "For purposes of this section, the Post-Well Study must show that the Existing CRA Well or Replacement CRA Well can produce CRA water at a minimum of 1,200 GPM or more or a combination of 1,200 GPM from one or more wells on the Property in order for STW to proceed with the obligations set forth in this section (\"Critical Criterion\").", "probability": 0.37620489320218 }, { "text": "", "score": 12.109983444213867, "probability": 0.22467219709782488 }, { "score": 11.407048225402832, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.11124191222389831 }, { "score": 11.304959297180176, "text": "The Post-Well Study shall provide information on the feasibility of developing a water well field in that location that would produce water from the CRA for: (a) the availability of a minimum 1,200 gallons per minute (\"GPM\") per day CRA water production for STW, its successors or assignees, to sell to communities and users within a 500-mile radius outside of COFS (the \"Permitted Sale Water\") during the Term, with the further requirement that STW would be responsible for the pipelines and pumping facilities required to transport the Permitted Sale Water to the intended end-users; and that all such water obtained from the Existing CRA Well contains acceptable levels of Total Dissolved Solids (\"TDS\") to meet municipal use standards.", "probability": 0.10044580125857026 }, { "score": 11.115159034729004, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.08308116558824785 }, { "score": 9.774605751037598, "text": "The Post-Well Study shall provide information on the feasibility of developing a water well field in that location that would produce water from the CRA for: (a) the availability of a minimum 1,200 gallons per minute (\"GPM\") per day CRA water production for STW, its successors or assignees, to sell to communities and users within a 500-mile radius outside of COFS (the \"Permitted Sale Water\") during the Term, with the further requirement that STW would be responsible for the pipelines and pumping facilities required to transport the Permitted Sale Water to the intended end-users; and that all such water obtained from the Existing CRA Well contains acceptable levels of Total Dissolved Solids (\"TDS\") to meet municipal use standards. If such water does not meet municipal use standards according to the Post-Well Study, STW may either treat the water to municipal use standards or to sell it as-is to industrial end-users.", "probability": 0.021742410300318427 }, { "score": 9.4236478805542, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.015306948481843538 }, { "score": 9.270200729370117, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.013129475269315927 }, { "score": 9.089515686035156, "text": "If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water.", "probability": 0.01095914951951931 }, { "score": 8.765203475952148, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.007923733290617196 }, { "score": 8.710246086120605, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 0.0075000154460268306 }, { "score": 8.62779712677002, "text": "For purposes of this section, the Post-Well Study must show that the Existing CRA Well or Replacement CRA Well can produce CRA water at a minimum of 1,200 GPM or more or a combination of 1,200 GPM from one or more wells on the Property in order for STW to proceed with the obligations set forth in this section (\"Critical Criterion\"). b. Obligations if Post-Well Study shows that the Critical Criterion has been met:", "probability": 0.006906452507629334 }, { "score": 8.452707290649414, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.005797149229347477 }, { "score": 7.907627105712891, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.00336115982223928 }, { "score": 7.586689472198486, "text": "If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water. STW shall have the right to the sale of and transport of such additional water produced from Additional Wells. STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold. STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use.", "probability": 0.002438415556012808 }, { "score": 7.499146938323975, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply", "probability": 0.002234027325487232 }, { "score": 7.494626045227051, "text": "STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use. Each payment made by STW to COFS will include an accounting statement providing the number of gallons sold, the price paid by any customer(s), the gross revenues received by STW, and the expenses paid by STW for the sale, treatment, use, and/or delivery of the CRA water. STW shall calculate the amount owed to COFS every one hundred-eighty (180) days (\"Accrual Period\"), and shall provide required payments to COFS within thirty (30) days after the end of the previous Accrual Period.\n\n -4-\n\n\n\n\n\n c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.002223950322463011 }, { "score": 7.271827220916748, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.0017797736882825313 }, { "score": 7.169366359710693, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years", "probability": 0.001606447715744719 }, { "score": 7.063396453857422, "text": "If such water does not meet municipal use standards according to the Post-Well Study, STW may either treat the water to municipal use standards or to sell it as-is to industrial end-users.", "probability": 0.001444922154431097 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": [ { "score": 12.397075653076172, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.26895753609147144 }, { "text": "", "score": 12.011476516723633, "probability": 0.18290271004855707 }, { "score": 11.578289031982422, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.11860123357539264 }, { "score": 11.418730735778809, "text": "For purposes of this section, the Post-Well Study must show that the Existing CRA Well or Replacement CRA Well can produce CRA water at a minimum of 1,200 GPM or more or a combination of 1,200 GPM from one or more wells on the Property in order for STW to proceed with the obligations set forth in this section (\"Critical Criterion\").", "probability": 0.10110995534419223 }, { "score": 11.275757789611816, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.08763983616184023 }, { "score": 11.233986854553223, "text": "The Post-Well Study shall provide information on the feasibility of developing a water well field in that location that would produce water from the CRA for: (a) the availability of a minimum 1,200 gallons per minute (\"GPM\") per day CRA water production for STW, its successors or assignees, to sell to communities and users within a 500-mile radius outside of COFS (the \"Permitted Sale Water\") during the Term, with the further requirement that STW would be responsible for the pipelines and pumping facilities required to transport the Permitted Sale Water to the intended end-users; and that all such water obtained from the Existing CRA Well contains acceptable levels of Total Dissolved Solids (\"TDS\") to meet municipal use standards.", "probability": 0.08405444219075626 }, { "score": 10.268545150756836, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.03200918863500807 }, { "score": 10.115405082702637, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.027464189013829212 }, { "score": 9.565227508544922, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years. b. If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.015842645149619656 }, { "score": 9.462728500366211, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.01429923952861902 }, { "score": 9.216699600219727, "text": "The Post-Well Study shall provide information on the feasibility of developing a water well field in that location that would produce water from the CRA for: (a) the availability of a minimum 1,200 gallons per minute (\"GPM\") per day CRA water production for STW, its successors or assignees, to sell to communities and users within a 500-mile radius outside of COFS (the \"Permitted Sale Water\") during the Term, with the further requirement that STW would be responsible for the pipelines and pumping facilities required to transport the Permitted Sale Water to the intended end-users; and that all such water obtained from the Existing CRA Well contains acceptable levels of Total Dissolved Solids (\"TDS\") to meet municipal use standards. If such water does not meet municipal use standards according to the Post-Well Study, STW may either treat the water to municipal use standards or to sell it as-is to industrial end-users.", "probability": 0.011180570062178386 }, { "score": 9.137981414794922, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 0.010334205034780256 }, { "score": 9.089289665222168, "text": "STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use. Each payment made by STW to COFS will include an accounting statement providing the number of gallons sold, the price paid by any customer(s), the gross revenues received by STW, and the expenses paid by STW for the sale, treatment, use, and/or delivery of the CRA water. STW shall calculate the amount owed to COFS every one hundred-eighty (180) days (\"Accrual Period\"), and shall provide required payments to COFS within thirty (30) days after the end of the previous Accrual Period.\n\n -4-\n\n\n\n\n\n c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.00984306868709334 }, { "score": 8.781511306762695, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years", "probability": 0.0072354254474959545 }, { "score": 8.663374900817871, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "probability": 0.006429216990943281 }, { "score": 8.658130645751953, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.006395588791666632 }, { "score": 8.4747314453125, "text": "STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use.", "probability": 0.00532391694863473 }, { "score": 8.32591724395752, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.004587774736377766 }, { "score": 8.142565727233887, "text": "For purposes of this section, the Post-Well Study must show that the Existing CRA Well or Replacement CRA Well can produce CRA water at a minimum of 1,200 GPM or more or a combination of 1,200 GPM from one or more wells on the Property in order for STW to proceed with the obligations set forth in this section (\"Critical Criterion\"). b. Obligations if Post-Well Study shows that the Critical Criterion has been met:", "probability": 0.0038192099539945444 }, { "score": 7.480579853057861, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply. 15. Option to Produce Water. a. STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\").", "probability": 0.001970047607549272 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.131359100341797, "probability": 0.48439081156313796 }, { "score": 11.53799057006836, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.26760807743374676 }, { "score": 10.741578102111816, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT.", "probability": 0.12067621436170253 }, { "score": 10.276430130004883, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.07578975100305833 }, { "score": 9.242303848266602, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 0.02694605193558466 }, { "score": 8.04510498046875, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW", "probability": 0.008138760721670557 }, { "score": 7.793817520141602, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT. 13. Uses, Maintenance, Construction and Operation of Wells. STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 0.0063303179413855964 }, { "score": 7.342153549194336, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 0.004029678079112877 }, { "score": 6.173890590667725, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW;", "probability": 0.001252853228685851 }, { "score": 6.006831645965576, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW", "probability": 0.001060101425972022 }, { "score": 5.857439041137695, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property. COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property. STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.0009129921317862306 }, { "score": 5.806503772735596, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW;", "probability": 0.0008676531119549736 }, { "score": 5.756073951721191, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT", "probability": 0.0008249824993193888 }, { "score": 4.800126552581787, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as", "probability": 0.00031716266276598067 }, { "score": 4.47089958190918, "text": "Upon", "probability": 0.0002281920966406065 }, { "score": 4.204706192016602, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 0.00017486153172892668 }, { "score": 4.138499736785889, "text": "12. Title of Producing Wells. Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT.", "probability": 0.00016365948498389422 }, { "score": 3.715665578842163, "text": "COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property. STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.00010722761309238575 }, { "score": 3.561753273010254, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property. COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property. STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 9.193129406882124e-05 }, { "score": 3.526195764541626, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only", "probability": 8.871987960187916e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.098670959472656, "probability": 0.9920955128584577 }, { "score": 7.155182361602783, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.007073325859552807 }, { "score": 4.3882365226745605, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 0.000444584539938398 }, { "score": 3.430574893951416, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT. 13. Uses, Maintenance, Construction and Operation of Wells. STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 0.00017062678019025762 }, { "score": 2.8350071907043457, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT.", "probability": 9.405793253410039e-05 }, { "score": 1.8034119606018066, "text": "Upon", "probability": 3.352581254578212e-05 }, { "score": 1.3827390670776367, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 2.201321098305367e-05 }, { "score": 1.1859534978866577, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 1.808091935892918e-05 }, { "score": 0.8771910667419434, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW;", "probability": 1.3277817318919111e-05 }, { "score": 0.3929480314254761, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 8.181305518414961e-06 }, { "score": 0.277982234954834, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only", "probability": 7.292788186902275e-06 }, { "score": 0.02107846736907959, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property. COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property. STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 5.6405533514242345e-06 }, { "score": -0.7878193855285645, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW", "probability": 2.5120127387569795e-06 }, { "score": -0.8886642456054688, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS. STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.", "probability": 2.271043595792546e-06 }, { "score": -0.9197597503662109, "text": "STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 2.2015110266872563e-06 }, { "score": -1.008209466934204, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT", "probability": 2.0151512172181243e-06 }, { "score": -1.3522480726242065, "text": "12. Title of Producing Wells. Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT. 13. Uses, Maintenance, Construction and Operation of Wells. STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 1.4285438412948558e-06 }, { "score": -1.4399585723876953, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only,", "probability": 1.3085833408974223e-06 }, { "score": -1.5675921440124512, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS. STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.\n\n -1-\n\n\n\n\n\n 3. Term. Subject", "probability": 1.1517834432013136e-06 }, { "score": -1.7179516553878784, "text": "Title of Producing Wells. Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT. 13. Uses, Maintenance, Construction and Operation of Wells. STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 9.909928594219481e-07 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__License Grant": [ { "text": "", "score": 11.732833862304688, "probability": 0.6523675580513456 }, { "score": 11.069429397583008, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 0.33603108739969195 }, { "score": 6.902377128601074, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property", "probability": 0.005207768269039737 }, { "score": 6.122880458831787, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 0.002388474168767986 }, { "score": 5.992926120758057, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 0.002097404023788323 }, { "score": 4.289703845977783, "text": "STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 0.00038192849494724445 }, { "score": 4.038281440734863, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well.", "probability": 0.00029702342265169017 }, { "score": 3.837200880050659, "text": "THE PARTIES HEREBY AGREE AS FOLLOWS:\n\n1. Leasing of Property and Drilling of Water Well(s). COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 0.000242919579293681 }, { "score": 3.613085985183716, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\"", "probability": 0.00019414698839017992 }, { "score": 3.458559989929199, "text": "Leasing of Property and Drilling of Water Well(s). COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 0.00016634925917357598 }, { "score": 3.3243486881256104, "text": "CO", "probability": 0.0001454566708230093 }, { "score": 2.8467774391174316, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 9.022504039319183e-05 }, { "score": 2.506746292114258, "text": "STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 6.421750590792114e-05 }, { "score": 2.335059404373169, "text": "STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well.", "probability": 5.408673509606199e-05 }, { "score": 2.2853808403015137, "text": "STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 5.1465434079684025e-05 }, { "score": 2.259761333465576, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). ST", "probability": 5.016366162535216e-05 }, { "score": 2.203510284423828, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the", "probability": 4.7419799076759407e-05 }, { "score": 2.167285680770874, "text": "1. Leasing of Property and Drilling of Water Well(s). COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 4.573277599614496e-05 }, { "score": 2.0106310844421387, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"", "probability": 3.910149273183882e-05 }, { "score": 1.9680438041687012, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT", "probability": 3.747122718014744e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.967504501342773, "probability": 0.918859339924616 }, { "score": 8.724790573120117, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.0358885794841675 }, { "score": 7.861077308654785, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.015130398414449875 }, { "score": 7.8417558670043945, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.014840863428339568 }, { "score": 7.2404866218566895, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 0.008134507300184798 }, { "score": 6.173854827880859, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 0.0027996191201926836 }, { "score": 5.383945941925049, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 0.0012707083405739093 }, { "score": 5.044920444488525, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 0.0009053343065718571 }, { "score": 4.582885265350342, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT", "probability": 0.0005703607731027032 }, { "score": 4.277348518371582, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT.", "probability": 0.0004202006557174806 }, { "score": 3.9578914642333984, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property. COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property. STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.00030529401465817773 }, { "score": 3.800398826599121, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT. 13. Uses, Maintenance, Construction and Operation of Wells. STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 0.00026080751820919235 }, { "score": 3.2423672676086426, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water.", "probability": 0.00014926915684938333 }, { "score": 2.7237112522125244, "text": "Upon", "probability": 8.88629311160454e-05 }, { "score": 2.6098217964172363, "text": "If", "probability": 7.929742265735503e-05 }, { "score": 2.4429948329925537, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only", "probability": 6.71130602421178e-05 }, { "score": 2.4344053268432617, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 6.653906091297053e-05 }, { "score": 2.2994532585144043, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 5.8139022902183466e-05 }, { "score": 2.2243947982788086, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may", "probability": 5.393494665715303e-05 }, { "score": 2.1651248931884766, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT.", "probability": 5.083111787870404e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.03982925415039, "probability": 0.9230690733339133 }, { "score": 9.0575532913208, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 0.04677870624207514 }, { "score": 7.363562107086182, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 0.008597203021649725 }, { "score": 7.218256950378418, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 0.007434503237406279 }, { "score": 6.761751651763916, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well.", "probability": 0.004709710612216306 }, { "score": 6.331119537353516, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 0.003061773583734722 }, { "score": 6.078047275543213, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 0.002377197062416461 }, { "score": 5.874614238739014, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well.", "probability": 0.0019396141314412538 }, { "score": 4.983377456665039, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 0.0007955291962633009 }, { "score": 4.886439323425293, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property", "probability": 0.000722031968520067 }, { "score": 3.144598960876465, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property", "probability": 0.00012649832324410228 }, { "score": 2.7283406257629395, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 8.342689321349039e-05 }, { "score": 2.3679733276367188, "text": "CO", "probability": 5.8183593702570296e-05 }, { "score": 2.2410786151885986, "text": "Leasing of Property and Drilling of Water Well(s). COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 5.1249645832256736e-05 }, { "score": 2.1364376544952393, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein", "probability": 4.61578824360152e-05 }, { "score": 2.121650457382202, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The", "probability": 4.5480358416366646e-05 }, { "score": 1.7694071531295776, "text": "THE PARTIES HEREBY AGREE AS FOLLOWS:\n\n1. Leasing of Property and Drilling of Water Well(s). COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 3.197765076960224e-05 }, { "score": 1.6936845779418945, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well", "probability": 2.964562827309776e-05 }, { "score": 1.3593897819519043, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). ST", "probability": 2.1221607284505827e-05 }, { "score": 1.3400931358337402, "text": "CO", "probability": 2.0816027191532228e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.167610168457031, "probability": 0.9948000366482762 }, { "score": 6.61558723449707, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 0.0038594273394265267 }, { "score": 4.35653829574585, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 0.00040311631980036416 }, { "score": 3.9821062088012695, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well.", "probability": 0.00027721491397732646 }, { "score": 3.9164862632751465, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 0.0002596080834830008 }, { "score": 2.985260486602783, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well.", "probability": 0.00010230385401429625 }, { "score": 2.91964054107666, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 9.580619993536283e-05 }, { "score": 2.5241496562957764, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 6.451104926663928e-05 }, { "score": 2.4275290966033936, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property", "probability": 5.8569609678866496e-05 }, { "score": 1.2379335165023804, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 1.782532815229065e-05 }, { "score": 0.9007177352905273, "text": "CO", "probability": 1.2722913680134436e-05 }, { "score": 0.8193091154098511, "text": "Leasing of Property and Drilling of Water Well(s). COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 1.1728197378737685e-05 }, { "score": 0.49780088663101196, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 8.503584206112058e-06 }, { "score": 0.15626096725463867, "text": "COFS hereby grants, leases and lets unto", "probability": 6.043285533476333e-06 }, { "score": 0.13069629669189453, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property", "probability": 5.890749010140526e-06 }, { "score": -0.06391358375549316, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 4.849003769689176e-06 }, { "score": -0.09398460388183594, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The", "probability": 4.705359863335891e-06 }, { "score": -0.6076068878173828, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). ST", "probability": 2.815331372829276e-06 }, { "score": -0.848017692565918, "text": "CO", "probability": 2.213708507216715e-06 }, { "score": -0.8967002630233765, "text": "STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 2.10852066775818e-06 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.747201919555664, "probability": 0.9990816025891941 }, { "score": 3.5546751022338867, "text": "If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water.", "probability": 0.0002764596616712764 }, { "score": 2.9341928958892822, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 0.0001486482408056954 }, { "score": 2.5396430492401123, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.00010018644181347699 }, { "score": 2.007812261581421, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years. b. If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 5.886237433012485e-05 }, { "score": 1.6964631080627441, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 4.311422232757254e-05 }, { "score": 1.5367465019226074, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 3.674993000146985e-05 }, { "score": 1.152761459350586, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 2.5031906680790846e-05 }, { "score": 1.137742519378662, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well.", "probability": 2.4658763101573058e-05 }, { "score": 1.1260915994644165, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 2.4373132985335975e-05 }, { "score": 1.090423583984375, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 2.351911284154317e-05 }, { "score": 1.0767927169799805, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 2.3200701980449346e-05 }, { "score": 0.9930449724197388, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 2.1336832217363047e-05 }, { "score": 0.9554581046104431, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 2.054973249582979e-05 }, { "score": 0.8442705273628235, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well.", "probability": 1.8387302527543996e-05 }, { "score": 0.8436664342880249, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 1.837619823977224e-05 }, { "score": 0.6505135297775269, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 1.5148527746585444e-05 }, { "score": 0.6025583744049072, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 1.4439221126724023e-05 }, { "score": 0.550194501876831, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 1.370258252973752e-05 }, { "score": 0.38813310861587524, "text": "STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use.", "probability": 1.1652525383409866e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.988122940063477, "probability": 0.999045167100093 }, { "score": 3.9710750579833984, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 0.0003294772761236351 }, { "score": 3.8693020343780518, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 0.0002975952563761486 }, { "score": 3.127262830734253, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.00014169759294769315 }, { "score": 2.121504306793213, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "probability": 5.1828315731137164e-05 }, { "score": 1.8826645612716675, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 4.0816927706377684e-05 }, { "score": 1.2145376205444336, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT", "probability": 2.0925530100293343e-05 }, { "score": 0.8923388719558716, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 1.5161680133379144e-05 }, { "score": 0.37848806381225586, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water.", "probability": 9.069529538084932e-06 }, { "score": -0.005739867687225342, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 6.176133702261283e-06 }, { "score": -0.020023703575134277, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 6.088541884868755e-06 }, { "score": -0.07168042659759521, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 5.782013059620543e-06 }, { "score": -0.10231161117553711, "text": "If", "probability": 5.607588208181728e-06 }, { "score": -0.14688575267791748, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 5.3631236517127315e-06 }, { "score": -0.40825212001800537, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well.", "probability": 4.129598591217577e-06 }, { "score": -0.48315495252609253, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 3.831580481131701e-06 }, { "score": -0.5351141691207886, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well.", "probability": 3.6375783061753506e-06 }, { "score": -0.8428711891174316, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT.", "probability": 2.673961657950377e-06 }, { "score": -0.8911025524139404, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property", "probability": 2.5480536072574215e-06 }, { "score": -0.941583514213562, "text": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\"). The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 2.422618099417465e-06 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.198539733886719, "probability": 0.9999910839674381 }, { "score": -0.8982889652252197, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 2.0517086684303007e-06 }, { "score": -1.7135872840881348, "text": "COFS shall perform the following services:", "probability": 9.078960620118432e-07 }, { "score": -1.7265064716339111, "text": "If, based on the Post-Well Study of the Existing CRA Well, it is determined that the Existing CRA Well is not suitable for the purposes of this AGREEMENT, then STW may elect to drill at its expense a second water well (the \"Replacement CRA Well\") at a place to be mutually agreed on the Property, with the Existing CRA Well to remain as a monitoring well.", "probability": 8.962422236665144e-07 }, { "score": -1.8466036319732666, "text": "STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 7.948183158496513e-07 }, { "score": -2.121335983276367, "text": "So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:", "probability": 6.03883442736626e-07 }, { "score": -2.220691442489624, "text": "Any Post-Well Studies shall be paid for by STW and shall include: a. a chemical analysis and performance by a qualified certified laboratory mutually approved by the Parties to determine the quality of the water and its characteristics at that location; b. any documents related to the drawdown or recharge rate affecting the producing capacity; and c. TDS measurements of CRA water produced by STW. 9. COFS Responsibilities. COFS shall perform the following services:", "probability": 5.46768636259033e-07 }, { "score": -2.485485315322876, "text": "8. Post-Well Study Requirements. Any Post-Well Studies shall be paid for by STW and shall include: a. a chemical analysis and performance by a qualified certified laboratory mutually approved by the Parties to determine the quality of the water and its characteristics at that location; b. any documents related to the drawdown or recharge rate affecting the producing capacity; and c. TDS measurements of CRA water produced by STW. 9. COFS Responsibilities. COFS shall perform the following services:", "probability": 4.195706269898748e-07 }, { "score": -2.521925210952759, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 4.0455673087020577e-07 }, { "score": -2.6575088500976562, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 3.532614155730358e-07 }, { "score": -2.904473304748535, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 2.7595667596065665e-07 }, { "score": -3.0333380699157715, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 2.425915383958279e-07 }, { "score": -3.1401638984680176, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 2.18012693578743e-07 }, { "score": -3.154237747192383, "text": "STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 2.1496590621198738e-07 }, { "score": -3.312666654586792, "text": "12. Title of Producing Wells. Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT. 13. Uses, Maintenance, Construction and Operation of Wells. STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 1.8346988368188464e-07 }, { "score": -3.384284734725952, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 1.7078961070689775e-07 }, { "score": -3.3993968963623047, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT,", "probability": 1.6822801487988143e-07 }, { "score": -3.444918155670166, "text": "STATE OF TEXAS \u00a7 COUNTY OF", "probability": 1.6074174862484843e-07 }, { "score": -3.4955930709838867, "text": "This instrument was acknowledged before me on the", "probability": 1.5279911976315577e-07 }, { "score": -3.515608072280884, "text": "STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply. 15. Option to Produce Water. a. STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\").", "probability": 1.4977124769446473e-07 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.308145523071289, "probability": 0.43615281360883923 }, { "score": 11.220733642578125, "text": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\").", "probability": 0.1470217876904454 }, { "score": 10.576904296875, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.07722717830620958 }, { "score": 10.569607734680176, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 0.07666573618616229 }, { "score": 10.41739273071289, "text": "STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.06584081136074127 }, { "score": 10.257883071899414, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.05613335621094537 }, { "score": 9.426892280578613, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.024452670414837768 }, { "score": 9.031255722045898, "text": "STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property.", "probability": 0.016462793097263735 }, { "score": 9.015680313110352, "text": "STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property.", "probability": 0.016208364917552613 }, { "score": 8.947491645812988, "text": "STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 0.015139977995581083 }, { "score": 8.551071166992188, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 0.010185023080381425 }, { "score": 8.53101634979248, "text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 0.009982798866910374 }, { "score": 8.391560554504395, "text": "STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 0.0086833526431097 }, { "score": 8.108782768249512, "text": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\"). The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month.", "probability": 0.0065445321649804655 }, { "score": 8.093953132629395, "text": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT.", "probability": 0.006448195224048279 }, { "score": 8.051615715026855, "text": "STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS", "probability": 0.006180893645367427 }, { "score": 7.996312141418457, "text": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property", "probability": 0.0058483483626945 }, { "score": 7.865176200866699, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS", "probability": 0.005129577769555075 }, { "score": 7.851243019104004, "text": "The provisions of this section shall terminate in the event STW is not producing CRA water from other properties in Pecos County for sale due to termination of all such agreements or failure of STW to enter into such agreements regarding other properties in Pecos County within ten (10) years from the Effective Date of this AGREEMENT.", "probability": 0.0050586020372427225 }, { "score": 7.763397693634033, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT,", "probability": 0.004633186417131599 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Audit Rights": [ { "text": "", "score": 12.256717681884766, "probability": 0.9005125733700564 }, { "score": 10.015175819396973, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 0.09571952155862753 }, { "score": 6.6908650398254395, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 0.003445646275943963 }, { "score": 3.3560609817504883, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein", "probability": 0.00012273931376989195 }, { "score": 2.637089490890503, "text": "The", "probability": 5.9805116360257104e-05 }, { "score": 1.8820459842681885, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 2.8107816601752825e-05 }, { "score": 1.1822991371154785, "text": "STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 1.3961462582767873e-05 }, { "score": 1.1446292400360107, "text": "The", "probability": 1.3445318308566336e-05 }, { "score": 1.066366195678711, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property.", "probability": 1.2433170233527383e-05 }, { "score": 1.0366106033325195, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein", "probability": 1.2068663834355208e-05 }, { "score": 0.8251163959503174, "text": "STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 9.768062353367067e-06 }, { "score": 0.6800007820129395, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property. COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property.", "probability": 8.44861486206196e-06 }, { "score": 0.6484763622283936, "text": ".", "probability": 8.186431482564785e-06 }, { "score": 0.44866621494293213, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall: a. conduct all work and operations in a businesslike manner consistent with good and economical practices and with due regard for good land management, damage prevention and environmental protection; b. comply with all federal, state, and local laws, regulations and requirements governing the development, production, collection, transportation, and disposal of the water (and any waste or reject water); c. allow COFS or its authorized representatives to enter upon the premises at reasonable times to be arranged in advance of entry;", "probability": 6.70375581817363e-06 }, { "score": 0.41617631912231445, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property. COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property. STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property.", "probability": 6.489451700432115e-06 }, { "score": 0.13850116729736328, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property.", "probability": 4.916037852675305e-06 }, { "score": -0.044467926025390625, "text": "The rights granted to STW", "probability": 4.094046307518657e-06 }, { "score": -0.05592930316925049, "text": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.", "probability": 4.047390777788524e-06 }, { "score": -0.08688831329345703, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property. COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property. STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "probability": 3.924007335035973e-06 }, { "score": -0.31612539291381836, "text": "The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein. 2. Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property. COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property. STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS. STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.", "probability": 3.120135191077562e-06 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.315865516662598, "probability": 0.9999936108638234 }, { "score": -1.3350332975387573, "text": "The Parties shall indemnify, hold harmless, and defend each other, their heirs, successors, and assigns, from and against any and all losses, liabilities, damages, costs, attorney's fees, expenses, causes of action, suits, claims, and judgments of any kind or character for injury to person or property arising in whole or in part out of the responsibilities set forth in this AGREEMENT, whether due to the negligence of a Party or otherwise.", "probability": 1.1789277684799697e-06 }, { "score": -1.6736693382263184, "text": "STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:", "probability": 8.40271112635196e-07 }, { "score": -1.987452507019043, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 6.139671493989069e-07 }, { "score": -2.2800705432891846, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 4.582080725556141e-07 }, { "score": -2.328495979309082, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 4.365478327796771e-07 }, { "score": -2.3841826915740967, "text": "STATE OF TEXAS \u00a7 COUNTY OF", "probability": 4.1290239757732295e-07 }, { "score": -2.6631364822387695, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 3.1239157497393013e-07 }, { "score": -2.8198108673095703, "text": "The Parties shall indemnify, hold harmless, and defend each other, their heirs, successors, and assigns, from and against any and all losses, liabilities, damages, costs, attorney's fees, expenses, causes of action, suits, claims, and judgments of any kind or character for injury to person or property arising in whole or in part out of the responsibilities set forth in this AGREEMENT, whether due to the negligence of a Party or otherwise", "probability": 2.67089301177014e-07 }, { "score": -2.9229273796081543, "text": "Any Post-Well Studies shall be paid for by STW and shall include: a. a chemical analysis and performance by a qualified certified laboratory mutually approved by the Parties to determine the quality of the water and its characteristics at that location; b. any documents related to the drawdown or recharge rate affecting the producing capacity; and c. TDS measurements of CRA water produced by STW. 9. COFS Responsibilities. COFS shall perform the following services:", "probability": 2.409203910962459e-07 }, { "score": -2.93967342376709, "text": "STATE OF TEXAS", "probability": 2.3691952046288435e-07 }, { "score": -3.000051975250244, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 2.2303795435448877e-07 }, { "score": -3.098625898361206, "text": "STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 2.0210109303179326e-07 }, { "score": -3.135202407836914, "text": "STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs. So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:", "probability": 1.9484249676433507e-07 }, { "score": -3.3917508125305176, "text": "STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use. Each payment made by STW to COFS will include an accounting statement providing the number of gallons sold, the price paid by any customer(s), the gross revenues received by STW, and the expenses paid by STW for the sale, treatment, use, and/or delivery of the CRA water. STW shall calculate the amount owed to COFS every one hundred-eighty (180) days (\"Accrual Period\"), and shall provide required payments to COFS within thirty (30) days after the end of the previous Accrual Period.\n\n -4-\n\n\n\n\n\n c. Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 1.507530576916636e-07 }, { "score": -3.4955878257751465, "text": "c. Options if Post-Well Study shows that the Critical Criterion has not been met:", "probability": 1.358846148430359e-07 }, { "score": -3.5443835258483887, "text": "STATE OF TEXAS \u00a7 COUNTY OF \u00a7\n\n This instrument was acknowledged before me on the", "probability": 1.2941320247710575e-07 }, { "score": -3.607393264770508, "text": "8. Post-Well Study Requirements. Any Post-Well Studies shall be paid for by STW and shall include: a. a chemical analysis and performance by a qualified certified laboratory mutually approved by the Parties to determine the quality of the water and its characteristics at that location; b. any documents related to the drawdown or recharge rate affecting the producing capacity; and c. TDS measurements of CRA water produced by STW. 9. COFS Responsibilities. COFS shall perform the following services:", "probability": 1.2151049848804494e-07 }, { "score": -3.641998767852783, "text": "COFS shall perform the following services:", "probability": 1.1737749139837945e-07 }, { "score": -3.6531949043273926, "text": "Options if Post-Well Study shows that the Critical Criterion has not been met: (1) STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 1.1607064644429859e-07 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.131050109863281, "probability": 0.9875646537590808 }, { "score": 7.586609840393066, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 0.010493979348441465 }, { "score": 4.4236531257629395, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 0.00044390042163194285 }, { "score": 4.192735195159912, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS", "probability": 0.000352370201262244 }, { "score": 3.872947931289673, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.0002559277216222311 }, { "score": 3.03840970993042, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.00011109179547872949 }, { "score": 3.009176254272461, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW", "probability": 0.00010789120844179224 }, { "score": 2.9771103858947754, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 0.00010448646294388055 }, { "score": 2.8827881813049316, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.", "probability": 9.508158544606734e-05 }, { "score": 2.861482620239258, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 9.307724652184291e-05 }, { "score": 2.823672294616699, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 8.962366743035727e-05 }, { "score": 2.7623729705810547, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 8.429479391796933e-05 }, { "score": 2.2828938961029053, "text": "So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the: a. Pre-well study (ies), b. completion of improvements to the Existing CRA Well, c. completion of the Replacement CRA Well, if necessary, and d. Post-Well Study (ies). Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 5.218739715961474e-05 }, { "score": 2.0395658016204834, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term", "probability": 4.091566256459205e-05 }, { "score": 1.9577043056488037, "text": "Should", "probability": 3.7699673787339866e-05 }, { "score": 1.289055585861206, "text": "COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 1.9317331956786615e-05 }, { "score": 1.0146145820617676, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term. If", "probability": 1.4681111241536343e-05 }, { "score": 0.9842190742492676, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only,", "probability": 1.4241585059697229e-05 }, { "score": 0.8696346282958984, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once", "probability": 1.2699743091039366e-05 }, { "score": 0.8028488159179688, "text": "The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time, and such suspension shall not extend for a period longer than twenty-four (24) months from the date notice of the Force Majeure is provided without payment as set forth under Section 15(a) of this AGREEMENT by STW, or the option to terminate this AGREEMENT by STW if COFS is the party asserting the Force Majeure.", "probability": 1.1879282919840856e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.09511947631836, "probability": 0.6104659794762473 }, { "score": 11.44874382019043, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "probability": 0.31984832856432366 }, { "score": 8.792937278747559, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "probability": 0.02246683830149958 }, { "score": 8.58495044708252, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "probability": 0.018247964454873426 }, { "score": 8.277889251708984, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection", "probability": 0.013423304547291185 }, { "score": 7.882867336273193, "text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold", "probability": 0.009042814154884062 }, { "score": 6.024408340454102, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.00140988963807807 }, { "score": 5.462323188781738, "text": "Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 0.0008036642301594471 }, { "score": 5.251885414123535, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection. Such payment shall be made according to the schedule and terms set forth in Section 14(b) of this AGREEMENT.", "probability": 0.000651152443573884 }, { "score": 5.234532356262207, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection", "probability": 0.0006399504332133888 }, { "score": 4.977184295654297, "text": "If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water. STW shall have the right to the sale of and transport of such additional water produced from Additional Wells. STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "probability": 0.0004947450921834 }, { "score": 4.932185173034668, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 0.00047297547725583304 }, { "score": 4.810080528259277, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 0.000418609664428363 }, { "score": 4.577335357666016, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW", "probability": 0.0003316876545883267 }, { "score": 4.451608180999756, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "probability": 0.0002925005508704534 }, { "score": 4.235199451446533, "text": "Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term. If STW terminates the AGREEMENT and COFS sells water within twenty (20) years from the Effective Date of this AGREEMENT from one or more producing water well(s) developed by STW, STW shall be reimbursed the amount expended for drilling the producing well(s), to be paid from the sale of water produced by COFS from the producing well(s).", "probability": 0.00023558171076557157 }, { "score": 4.166982173919678, "text": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection. Such payment shall be made according to the schedule and terms set forth in Section 14(b) of this AGREEMENT.", "probability": 0.00022004686423299019 }, { "score": 4.06711483001709, "text": "If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water. STW shall have the right to the sale of and transport of such additional water produced from Additional Wells. STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold", "probability": 0.00019913305094083333 }, { "score": 3.9924283027648926, "text": "STW shall also be entitled to use and upgrade existing COFS water treatment infrastructure as necessary for the treatment of raw CRA water. STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "probability": 0.00018480231233287126 }, { "score": 3.7839860916137695, "text": "ST", "probability": 0.00015003137825737859 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.76236629486084, "probability": 0.5785030624918294 }, { "score": 10.102615356445312, "text": "The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time, and such suspension shall not extend for a period longer than twenty-four (24) months from the date notice of the Force Majeure is provided without payment as set forth under Section 15(a) of this AGREEMENT by STW, or the option to terminate this AGREEMENT by STW if COFS is the party asserting the Force Majeure.", "probability": 0.11002338147333751 }, { "score": 10.060670852661133, "text": "The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time, and such suspension shall not extend for a period longer than twenty-four (24) months from the date notice of the Force Majeure is provided without payment as set forth under Section 15(a) of this AGREEMENT by STW, or the option to terminate this AGREEMENT by STW if COFS is the party asserting the Force Majeure.", "probability": 0.1055039505587279 }, { "score": 9.36555290222168, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.052648115650728064 }, { "score": 9.206745147705078, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.04491728527189619 }, { "score": 8.740241050720215, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.028171718829214595 }, { "score": 8.550052642822266, "text": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\").", "probability": 0.023292471305707833 }, { "score": 8.404903411865234, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 0.020145500384447203 }, { "score": 8.309711456298828, "text": "STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property.", "probability": 0.018316256556063386 }, { "score": 6.849265098571777, "text": "If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply. 15. Option to Produce Water. a. STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\").", "probability": 0.004251800941753175 }, { "score": 6.628927230834961, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month", "probability": 0.003410997520226576 }, { "score": 5.904569625854492, "text": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.0016530915004195127 }, { "score": 5.884492874145508, "text": "The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time,", "probability": 0.0016202337350853793 }, { "score": 5.727303981781006, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT,", "probability": 0.001384558792324428 }, { "score": 5.699808120727539, "text": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT", "probability": 0.0013470077707408267 }, { "score": 5.546433925628662, "text": "If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.", "probability": 0.0011554749496145587 }, { "score": 5.464824199676514, "text": "STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property", "probability": 0.0010649222004631498 }, { "score": 5.355707168579102, "text": "STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years. b. If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.0009548363773362639 }, { "score": 5.211378574371338, "text": "The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years. b. If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month.", "probability": 0.0008265094896800175 }, { "score": 5.189748764038086, "text": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce", "probability": 0.0008088242004038877 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Insurance": [ { "score": 13.788958549499512, "text": "STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.", "probability": 0.27742173351277183 }, { "score": 13.769366264343262, "text": "STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.", "probability": 0.27203930699155915 }, { "score": 13.17875862121582, "text": "COFS shall perform the following services: a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT; and b. possess or obtain any and all necessary property rights for the activities covered in this AGREEMENT, including both CRA and surface rights to the Property.", "probability": 0.15070720635902796 }, { "score": 13.062370300292969, "text": "COFS shall perform the following services: a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT; and b. possess or obtain any and all necessary property rights for the activities covered in this AGREEMENT, including both CRA and surface rights to the Property.", "probability": 0.13414893028300817 }, { "text": "", "score": 12.022602081298828, "probability": 0.047426558789955324 }, { "score": 11.86575698852539, "text": "COFS shall perform the following services: a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT;", "probability": 0.040541952048479366 }, { "score": 11.56253719329834, "text": "COFS shall perform the following services: a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT;", "probability": 0.029937668268311398 }, { "score": 11.13696002960205, "text": "COFS shall perform the following services:", "probability": 0.01956104976458204 }, { "score": 11.06247329711914, "text": "COFS shall perform the following services:", "probability": 0.018156953488017418 }, { "score": 9.382220268249512, "text": "STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.\n\n -1-\n\n\n\n\n\n 3. Term. Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term. Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "probability": 0.00338312747709395 }, { "score": 8.911023139953613, "text": "COFS shall perform the following services: a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT; and b. possess or obtain any and all necessary property rights for the activities covered in this AGREEMENT, including both CRA and surface rights to the Property", "probability": 0.00211193257889761 }, { "score": 8.4249849319458, "text": "COFS shall perform the following services: a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT; and b. possess or obtain any and all necessary property rights for the activities covered in this AGREEMENT, including both CRA and surface rights to the Property", "probability": 0.0012989616758666458 }, { "score": 8.025918960571289, "text": "COFS shall perform the following services", "probability": 0.0008715337077477788 }, { "score": 7.619528770446777, "text": "COFS shall perform the following services: a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT; and", "probability": 0.0005804852269281801 }, { "score": 7.568322658538818, "text": "COFS shall perform the following services: a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT; and", "probability": 0.0005515090454119774 }, { "score": 7.00740909576416, "text": "possess or obtain any and all necessary property rights for the activities covered in this AGREEMENT, including both CRA and surface rights to the Property.", "probability": 0.0003147393000454518 }, { "score": 6.986474990844727, "text": "COFS shall perform the following services", "probability": 0.0003082190009465695 }, { "score": 6.702027797698975, "text": "COFS shall perform the following services: a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT", "probability": 0.00023191324996878882 }, { "score": 6.625049114227295, "text": "STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured", "probability": 0.00021473070232731997 }, { "score": 6.510492324829102, "text": "a. administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT; and b. possess or obtain any and all necessary property rights for the activities covered in this AGREEMENT, including both CRA and surface rights to the Property.", "probability": 0.00019148852905330227 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.046600341796875, "probability": 0.9327370347990102 }, { "score": 9.378207206726074, "text": "However, nothing contained in this AGREEMENT shall be construed as a waiver of any right to question or contest any law, ordinance, order, rule, or regulation in any forum having jurisdiction.", "probability": 0.06469799274293002 }, { "score": 4.939610481262207, "text": "So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the: a. Pre-well study (ies), b. completion of improvements to the Existing CRA Well, c. completion of the Replacement CRA Well, if necessary, and d. Post-Well Study (ies).", "probability": 0.0007642452385133526 }, { "score": 4.207027912139893, "text": "So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:", "probability": 0.00036734672666499765 }, { "score": 4.148273944854736, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 0.0003463854575264345 }, { "score": 3.9795098304748535, "text": "nothing contained in this AGREEMENT shall be construed as a waiver of any right to question or contest any law, ordinance, order, rule, or regulation in any forum having jurisdiction.", "probability": 0.00029259461360675403 }, { "score": 3.5968830585479736, "text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 0.00019956925276816084 }, { "score": 3.531369209289551, "text": "The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time, and such suspension shall not extend for a period longer than twenty-four (24) months from the date notice of the Force Majeure is provided without payment as set forth under Section 15(a) of this AGREEMENT by STW, or the option to terminate this AGREEMENT by STW if COFS is the party asserting the Force Majeure.", "probability": 0.00018691378326997804 }, { "score": 2.961660623550415, "text": "STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs. So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the: a. Pre-well study (ies), b. completion of improvements to the Existing CRA Well, c. completion of the Replacement CRA Well, if necessary, and d. Post-Well Study (ies).", "probability": 0.00010573530757004215 }, { "score": 2.2965829372406006, "text": "However", "probability": 5.437264545293311e-05 }, { "score": 2.2290780544281006, "text": "STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs. So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:", "probability": 5.0823370786487544e-05 }, { "score": 2.1155011653900146, "text": "Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term.", "probability": 4.5366748037135576e-05 }, { "score": 1.5083283185958862, "text": "The Parties agree that each Party will comply with all applicable federal, state, and local laws and any applicable ordinances, rules, orders, and regulations of any of the authorities having jurisdiction in carrying out its duties and obligations hereunder. However, nothing contained in this AGREEMENT shall be construed as a waiver of any right to question or contest any law, ordinance, order, rule, or regulation in any forum having jurisdiction.", "probability": 2.471985007914397e-05 }, { "score": 1.410991907119751, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.", "probability": 2.2427102406205278e-05 }, { "score": 1.3534027338027954, "text": "If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:", "probability": 2.117203025529063e-05 }, { "score": 1.3067584037780762, "text": "STW may choose to not pursue the production and transport of the water from the Property.", "probability": 2.020715304763744e-05 }, { "score": 1.2737181186676025, "text": ", nothing contained in this AGREEMENT shall be construed as a waiver of any right to question or contest any law, ordinance, order, rule, or regulation in any forum having jurisdiction.", "probability": 1.9550412146728815e-05 }, { "score": 1.1759679317474365, "text": "So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the: a. Pre-well study (ies), b. completion of improvements to the Existing CRA Well, c. completion of the Replacement CRA Well, if necessary, and d. Post-Well Study (ies). Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "probability": 1.7729788320612577e-05 }, { "score": 0.9102535247802734, "text": "However, nothing contained in this AGREEMENT shall be construed as a waiver of any right to question or contest any law, ordinance, order, rule, or regulation in any forum having jurisdiction. 33. Entire Agreement. This AGREEMENT contains the entire agreement between the Parties and any agreement not contained herein shall not be recognized by the parties.", "probability": 1.3592684913056883e-05 }, { "score": 0.8038196563720703, "text": "STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs.", "probability": 1.2220292695042453e-05 } ], "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": [ { "score": 14.232441902160645, "text": "STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "probability": 0.5010123425008853 }, { "score": 13.84703540802002, "text": "STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "probability": 0.34077561575173887 }, { "score": 12.179567337036133, "text": "Nothing in this AGREEMENT shall be construed to confer any right, privilege or benefit on, or to otherwise create any vested right or third-party beneficiary relationship with any person or entity not a party to the AGREEMENT, unless otherwise provided in this AGREEMENT.", "probability": 0.06431263877320818 }, { "text": "", "score": 12.064449310302734, "probability": 0.05731934321365368 }, { "score": 11.197154998779297, "text": "Nothing in this AGREEMENT shall be construed to confer any right, privilege or benefit on, or to otherwise create any vested right or third-party beneficiary relationship with any person or entity not a party to the AGREEMENT, unless otherwise provided in this AGREEMENT.", "probability": 0.024079090098760702 }, { "score": 9.869134902954102, "text": "STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual", "probability": 0.006380993060149205 }, { "score": 8.876063346862793, "text": "The AGREEMENT shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.\n\n -7-\n\n\n\n\n\n 29. No Partnership, Agency, or Third Party Beneficiaries Intended. Nothing in this AGREEMENT will be construed as creating any form of partnership or joint venture relationship between the Parties, nor shall any party be authorized to act as an agent for any other party. Nothing in this AGREEMENT shall be construed to confer any right, privilege or benefit on, or to otherwise create any vested right or third-party beneficiary relationship with any person or entity not a party to the AGREEMENT, unless otherwise provided in this AGREEMENT.", "probability": 0.0023637567135874503 }, { "score": 8.400562286376953, "text": "Authorized Third Party Beneficiary. STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "probability": 0.0014692486104095808 }, { "score": 7.761671543121338, "text": "STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual", "probability": 0.000775583505556937 }, { "score": 7.122330665588379, "text": "Authorized Third Party Beneficiary. STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "probability": 0.0004092289498142269 }, { "score": 6.749878883361816, "text": "The AGREEMENT shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.", "probability": 0.0002819762920600777 }, { "score": 6.18195104598999, "text": "W shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "probability": 0.00015979554579544493 }, { "score": 6.0591559410095215, "text": "Nothing in this AGREEMENT shall be construed to confer any right, privilege or benefit on, or to otherwise create any vested right or third-party beneficiary relationship with any person or entity not a party to the AGREEMENT, unless otherwise provided in this AGREEMENT", "probability": 0.00014133034950424697 }, { "score": 5.673025131225586, "text": "W shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "probability": 9.60596396144989e-05 }, { "score": 5.582839488983154, "text": "29. No Partnership, Agency, or Third Party Beneficiaries Intended. Nothing in this AGREEMENT will be construed as creating any form of partnership or joint venture relationship between the Parties, nor shall any party be authorized to act as an agent for any other party. Nothing in this AGREEMENT shall be construed to confer any right, privilege or benefit on, or to otherwise create any vested right or third-party beneficiary relationship with any person or entity not a party to the AGREEMENT, unless otherwise provided in this AGREEMENT.", "probability": 8.777560391706328e-05 }, { "score": 5.437432765960693, "text": "Nothing in this AGREEMENT shall be construed to confer any right, privilege or benefit on, or to otherwise create any vested right or third-party beneficiary relationship with any person or entity not a party to the AGREEMENT, unless otherwise provided in this AGREEMENT", "probability": 7.589697885245618e-05 }, { "score": 5.408545970916748, "text": "No Partnership, Agency, or Third Party Beneficiaries Intended. Nothing in this AGREEMENT will be construed as creating any form of partnership or joint venture relationship between the Parties, nor shall any party be authorized to act as an agent for any other party. Nothing in this AGREEMENT shall be construed to confer any right, privilege or benefit on, or to otherwise create any vested right or third-party beneficiary relationship with any person or entity not a party to the AGREEMENT, unless otherwise provided in this AGREEMENT.", "probability": 7.373592165986237e-05 }, { "score": 5.302250862121582, "text": "ST", "probability": 6.630033668969033e-05 }, { "score": 5.230723857879639, "text": "STW shall conduct all necessary storage, holding, and treatment of CRA water produced from the Property and from other properties within Pecos County, as set forth in Subsection (a) of this section, within the boundaries of Pecos County. 17. Authorized Third Party Beneficiary. STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "probability": 6.172369983715813e-05 }, { "score": 5.160961151123047, "text": "17. Authorized Third Party Beneficiary. STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "probability": 5.756445430541933e-05 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Document Name": [ { "score": 14.49077033996582, "text": "DEVELOPMENT AND OPTION AGREEMENT", "probability": 0.27709007325860224 }, { "score": 14.045097351074219, "text": "DEVELOPMENT AND OPTION AGREEMENT\n\nThis Development and Option Agreement", "probability": 0.17744658581753636 }, { "score": 13.984724044799805, "text": "Development and Option Agreement", "probability": 0.16705052847681814 }, { "score": 13.727678298950195, "text": "DEVELOPMENT AND OPTION AGREEMENT", "probability": 0.12918565897378967 }, { "score": 13.592750549316406, "text": "DEVELOPMENT AND OPTION AGREEMENT", "probability": 0.11287972111387692 }, { "score": 12.986482620239258, "text": "DEVELOPMENT AND OPTION AGREEMENT\n\nbetween\n\nHARPOON THERAPEUTICS, INC.\n\nand\n\nABBVIE BIOTECHNOLOGY LTD\n\nDated as of November 20, 2019\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nTABLE OF CONTENTS\n\nARTICLE 1 DEFINITIONS 1\n\nARTICLE 2 COLLABORATION MANAGEMENT", "probability": 0.06156262244113597 }, { "score": 12.088851928710938, "text": "COLLABORATION MANAGEMENT", "probability": 0.025088867360479238 }, { "score": 11.15356159210205, "text": "DEVELOPMENT AND OPTION AGREEMENT\n\nThis Development and Option Agreement (", "probability": 0.00984667544250779 }, { "text": "", "score": 11.127817153930664, "probability": 0.009596413563269398 }, { "score": 11.093188285827637, "text": "Development and Option Agreement (", "probability": 0.009269788589237962 }, { "score": 10.885775566101074, "text": "COLLABORATION MANAGEMENT", "probability": 0.007533410445482182 }, { "score": 9.915255546569824, "text": "DEVELOPMENT AND OPTION AGREEMENT]", "probability": 0.0028543034394189325 }, { "score": 9.58637809753418, "text": "OPTION AGREEMENT", "probability": 0.0020543312827086928 }, { "score": 9.449413299560547, "text": "Confidential EXECUTION COPY\n\nCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.\n\nDEVELOPMENT AND OPTION AGREEMENT", "probability": 0.0017913787721866277 }, { "score": 9.215028762817383, "text": "ARTICLE 2 COLLABORATION MANAGEMENT", "probability": 0.0014170837325666406 }, { "score": 9.134358406066895, "text": "ABBVIE BIOTECHNOLOGY LTD\n\nDated as of November 20, 2019\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nTABLE OF CONTENTS\n\nARTICLE 1 DEFINITIONS 1\n\nARTICLE 2 COLLABORATION MANAGEMENT", "probability": 0.0013072565356956087 }, { "score": 8.97712230682373, "text": "DEVELOPMENT AND OPTION AGREEMENT\n\nbetween\n\nHARPOON THERAPEUTICS, INC.\n\nand\n\nABBVIE BIOTECHNOLOGY LTD", "probability": 0.0011170537003054367 }, { "score": 8.93930435180664, "text": "OPTION AGREEMENT", "probability": 0.0010755978423234909 }, { "score": 8.845182418823242, "text": "OPTION AGREEMENT\n\nbetween\n\nHARPOON THERAPEUTICS, INC.\n\nand\n\nABBVIE BIOTECHNOLOGY LTD\n\nDated as of November 20, 2019\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nTABLE OF CONTENTS\n\nARTICLE 1 DEFINITIONS 1\n\nARTICLE 2 COLLABORATION MANAGEMENT", "probability": 0.0009789787978870719 }, { "score": 8.70821762084961, "text": "Confidential EXECUTION COPY\n\nCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.\n\nDEVELOPMENT AND OPTION AGREEMENT\n\nbetween\n\nHARPOON THERAPEUTICS, INC.\n\nand\n\nABBVIE BIOTECHNOLOGY LTD\n\nDated as of November 20, 2019\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nTABLE OF CONTENTS\n\nARTICLE 1 DEFINITIONS 1\n\nARTICLE 2 COLLABORATION MANAGEMENT", "probability": 0.0008536704141716387 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Parties": [ { "score": 13.242473602294922, "text": "AbbVie Biotechnology Ltd", "probability": 0.09840143400027139 }, { "score": 13.132499694824219, "text": "Harpoon Therapeutics, Inc.,", "probability": 0.0881536636616151 }, { "score": 13.096291542053223, "text": "Harpoon Therapeutics, Inc., a Delaware corporation (\"Harpoon\"), and AbbVie Biotechnology Ltd", "probability": 0.08501887722931191 }, { "score": 13.082376480102539, "text": "AbbVie", "probability": 0.08384402729749907 }, { "score": 12.936195373535156, "text": "Harpoon Therapeutics, Inc., a Delaware corporation (\"Harpoon\"), and AbbVie", "probability": 0.07244134126440946 }, { "score": 12.931455612182617, "text": "AbbVie Biotechnology Ltd, a Bermuda corporation (\"AbbVie\"). Harpoon and AbbVie are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"", "probability": 0.0720987990202805 }, { "score": 12.785274505615234, "text": "Harpoon Therapeutics, Inc., a Delaware corporation (\"Harpoon\"), and AbbVie Biotechnology Ltd, a Bermuda corporation (\"AbbVie\"). Harpoon and AbbVie are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"", "probability": 0.06229344978921357 }, { "score": 12.743864059448242, "text": "Harpoon", "probability": 0.05976653173375844 }, { "score": 12.719657897949219, "text": "AbbVie Biotechnology Ltd, a Bermuda corporation (\"AbbVie\"). Harpoon and AbbVie are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"", "probability": 0.058337182732594896 }, { "score": 12.692229270935059, "text": "AbbVie Biotechnology Ltd", "probability": 0.05675881903385909 }, { "score": 12.437000274658203, "text": "AbbVie", "probability": 0.04397327440495319 }, { "score": 12.115201950073242, "text": "Harpoon Therapeutics, Inc., a Delaware corporation (\"Harpoon\"), and AbbVie Biotechnology Ltd, a Bermuda corporation (\"AbbVie\"). Harpoon and AbbVie are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"", "probability": 0.03187377989378163 }, { "score": 12.087772369384766, "text": "Harpoon Therapeutics, Inc., a Delaware corporation (\"Harpoon\"), and AbbVie Biotechnology Ltd", "probability": 0.031011377218885586 }, { "score": 12.005657196044922, "text": "Harpoon Therapeutics, Inc.,", "probability": 0.02856662192958442 }, { "score": 11.993309020996094, "text": "Harpoon and AbbVie are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"", "probability": 0.028216045227263186 }, { "score": 11.916049003601074, "text": "Harpoon and AbbVie are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"", "probability": 0.026118157926449823 }, { "score": 11.832544326782227, "text": "Harpoon Therapeutics, Inc., a Delaware corporation (\"Harpoon\"), and AbbVie", "probability": 0.024025748312477606 }, { "text": "", "score": 11.791120529174805, "probability": 0.023050842137054505 }, { "score": 11.276530265808105, "text": "AbbVie Biotechnology Ltd, a Bermuda corporation (\"AbbVie\").", "probability": 0.013778536297975045 }, { "score": 11.160696983337402, "text": "ABBVIE BIOTECHNOLOGY LTD", "probability": 0.012271490888761482 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Agreement Date": [ { "score": 15.761395454406738, "text": "November 20, 2019", "probability": 0.7436731443562479 }, { "score": 14.42293930053711, "text": "November 20, 2019", "probability": 0.195028453310368 }, { "score": 12.56713581085205, "text": "November 20, 2019", "probability": 0.03048826857225545 }, { "score": 11.760969161987305, "text": "Dated as of November 20, 2019", "probability": 0.013615043536154555 }, { "text": "", "score": 11.335145950317383, "probability": 0.008893779609616868 }, { "score": 10.41822624206543, "text": "ABBVIE BIOTECHNOLOGY LTD\n\nDated as of November 20, 2019", "probability": 0.0035552749564816324 }, { "score": 9.585198402404785, "text": "November 20, 2019 (", "probability": 0.001545588222144709 }, { "score": 8.777475357055664, "text": "November 20", "probability": 0.0006891347311492602 }, { "score": 8.612875938415527, "text": "November 20, 2019\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nTABLE OF CONTENTS\n\nARTICLE 1 DEFINITIONS 1\n\nARTICLE 2 COLLABORATION MANAGEMENT\n\n18\n\n2.1 Joint Governance Committee. 18 2.2 General Provisions Applicable to the JGC. 19 2.3 Discontinuation of the JGC. 20 2.4 Interactions Between the JGC and Internal Teams. 20 2.5 CMC Working Group. 21 2.6 Working Groups. 21 2.7 Expenses. 21\n\nARTICLE 3 DEVELOPMENT AND REGULATORY\n\n21\n\n3.1 Initial Development Plan and Activities. 21 3.2 AbbVie Option. 24 3.3 [***]. 25 3.4 Post-Exercise Development Activities. 26 3.5 Supply of Technology for Development Purposes. 27 3.6 Expenses and Invoicing. 27 3.7 Subcontracting.", "probability": 0.0005845471115931035 }, { "score": 8.547850608825684, "text": "November 20, 2019 (", "probability": 0.0005477462047227182 }, { "score": 8.544693946838379, "text": "November 20, 2019\n", "probability": 0.0005460198812429305 }, { "score": 7.405551433563232, "text": "20, 2019", "probability": 0.000174777349331138 }, { "score": 7.371548652648926, "text": "November 20,", "probability": 0.00016893433572698886 }, { "score": 6.89786958694458, "text": "November", "probability": 0.00010519660497909553 }, { "score": 6.6301493644714355, "text": "November 20", "probability": 8.048821733866993e-05 }, { "score": 6.592906475067139, "text": "20, 2019", "probability": 7.75457369006218e-05 }, { "score": 6.38331413269043, "text": "3/12/2020", "probability": 6.288298217646654e-05 }, { "score": 6.271304607391357, "text": "effective as of November 20, 2019", "probability": 5.621963359799302e-05 }, { "score": 6.250525951385498, "text": "ated as of November 20, 2019", "probability": 5.5063518030544985e-05 }, { "score": 6.191186428070068, "text": "as of November 20, 2019", "probability": 5.1891129941278124e-05 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Effective Date": [ { "score": 15.611039161682129, "text": "November 20, 2019", "probability": 0.2413900249974224 }, { "score": 15.520818710327148, "text": "November 20, 2019", "probability": 0.22056524239200184 }, { "score": 15.420822143554688, "text": "November 20, 2019", "probability": 0.19957636962436665 }, { "score": 15.018975257873535, "text": "\"Effective Date\" means the effective date of this Agreement as set forth in the preamble hereto.", "probability": 0.13353319285215234 }, { "score": 14.525310516357422, "text": "\"Effective Date\" means the effective date of this Agreement as set forth in the preamble hereto.", "probability": 0.08150670941885749 }, { "score": 13.93834114074707, "text": "This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term\").", "probability": 0.04531852844931881 }, { "score": 13.425292015075684, "text": "Dated as of November 20, 2019", "probability": 0.027130724735094057 }, { "score": 13.30075740814209, "text": "This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term\").", "probability": 0.023953925940945406 }, { "score": 11.902260780334473, "text": "The grants set forth in this Section 5.1.3 will automatically come into full force and effect on the License Option Exercise Closing Date without any further action required by either Party under this Agreement.", "probability": 0.005915852457655467 }, { "text": "", "score": 11.796110153198242, "probability": 0.005320062108720618 }, { "score": 11.79255199432373, "text": "The grants set forth in this Section 5.1.3 will automatically come into full force and effect on the License Option Exercise Closing Date without any further action required by either Party under this Agreement.", "probability": 0.005301166119916691 }, { "score": 10.980104446411133, "text": "November 20, 2019 (", "probability": 0.0023525015963892647 }, { "score": 10.95254898071289, "text": "November 20, 2019 (", "probability": 0.00228856230356718 }, { "score": 10.721294403076172, "text": "\"Effective Date\" means the effective date of this Agreement as set forth in the preamble hereto", "probability": 0.0018160598337469765 }, { "score": 10.704076766967773, "text": "\"Effective Date\" means the effective date of this Agreement as set forth in the preamble hereto", "probability": 0.0017850592208472215 }, { "score": 10.1309814453125, "text": "ABBVIE BIOTECHNOLOGY LTD\n\nDated as of November 20, 2019", "probability": 0.0010063765139244635 }, { "score": 9.130974769592285, "text": "This Development and Option Agreement (the \"Agreement\") is made and entered into effective as of November 20, 2019", "probability": 0.00037022275803879647 }, { "score": 9.038050651550293, "text": "November 20", "probability": 0.0003373701701244683 }, { "score": 8.88335132598877, "text": "November 20", "probability": 0.0002890158207314873 }, { "score": 8.710065841674805, "text": "November 20", "probability": 0.00024303268617807818 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Expiration Date": [ { "score": 14.935050010681152, "text": "This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term\").", "probability": 0.7712773571867341 }, { "score": 13.488718032836914, "text": "This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term\").", "probability": 0.18158358443064893 }, { "text": "", "score": 11.846536636352539, "probability": 0.03514683851343009 }, { "score": 9.803357124328613, "text": "\"Royalty Term\" means, with respect to each Licensed Product and each country or other jurisdiction in the Territory, the period beginning on the date of the First Commercial Sale of such Licensed Product in such country or other jurisdiction, and ending on the latest to occur of (a) the expiration, invalidation or abandonment date of the last Harpoon Patent (i)[***] in such country or other jurisdiction; or (ii) [***] in such country or other jurisdiction; (b) the expiration of Regulatory Exclusivity in such country or other jurisdiction for such Licensed Product; or (c) the [***] of the First Commercial Sale of such Licensed Product in such country or other jurisdiction.", "probability": 0.004555590497259206 }, { "score": 8.823112487792969, "text": "The JGC shall continue to exist until the first to occur of:", "probability": 0.0017093454559389864 }, { "score": 8.389969825744629, "text": "The JGC shall continue to exist until the first to occur of: (a) the Parties mutually agreeing to disband the JGC; (b) in the event of AbbVie's exercise of its License Option, upon the delivery of the Final Development Report pursuant to Section 3.1.3; and (c) expiration of the License Option Period without AbbVie exercising the License Option.", "probability": 0.0011084557837153536 }, { "score": 7.824817657470703, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.000629906232869345 }, { "score": 7.766294479370117, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.0005941000820634475 }, { "score": 7.7330827713012695, "text": "This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term", "probability": 0.0005746930576141176 }, { "score": 7.617284297943115, "text": "The JGC shall continue to exist until the first to occur of:", "probability": 0.0005118530704436007 }, { "score": 7.110610008239746, "text": "The JGC shall continue to exist until the first to occur of", "probability": 0.0003083894161011205 }, { "score": 7.063840389251709, "text": "The JGC shall continue to exist until the first to occur of: (a) the Parties mutually agreeing to disband the JGC; (b) in the event of AbbVie's exercise of its License Option, upon the delivery of the Final Development Report pursuant to Section 3.1.3; and (c) expiration of the License Option Period without AbbVie exercising the License Option", "probability": 0.0002942982483712104 }, { "score": 6.974847793579102, "text": "At any time following the earlier of [***]. For clarity, if AbbVie's [***] shall be solely responsible for any cost or expense associated with such additional obligations, and for providing [***] to enable [***] in connection with the Licensed Compounds and Licensed Products prior to AbbVie's exercise of the License Option. AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.00026923944336272175 }, { "score": 6.950242519378662, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 0.0002626955700771899 }, { "score": 6.876436233520508, "text": "The JGC shall continue to exist until the first to occur of: (a) the Parties mutually agreeing to disband the JGC; (b) in the event of AbbVie's exercise of its License Option, upon the delivery of the Final Development Report pursuant to Section 3.1.3; and (c) expiration of the License Option Period without AbbVie exercising the License Option. Additionally, in the event of a Change in Control of Harpoon involving a Competitor, AbbVie shall have the right at any time and for any reason, effective upon written notice, to disband the JGC in accordance with Section 13.2.2.", "probability": 0.00024400520270876247 }, { "score": 6.849340438842773, "text": "November 20, 2019", "probability": 0.00023748245640194194 }, { "score": 6.739772796630859, "text": "This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term\").\n\n12.1.2 Effect of Expiration of the Term. Following the expiration of the Term pursuant to clause (a) (but not clause (b)) of Section 12.1.1, the grants in Section 5.1.3 shall become non-exclusive, fully-paid, royalty-free and irrevocable.", "probability": 0.00021283689277683314 }, { "score": 6.6022233963012695, "text": "If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products.", "probability": 0.00018548549973051878 }, { "score": 6.4869890213012695, "text": "AbbVie may elect to exercise its option to carry", "probability": 0.00016529674867958686 }, { "score": 6.235535144805908, "text": "and prior to the expiration of the License Option Period.", "probability": 0.0001285462110723915 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Renewal Term": [ { "text": "", "score": 11.687610626220703, "probability": 0.38092947744416533 }, { "score": 10.717720031738281, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.144419703060747 }, { "score": 10.551068305969238, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.12225046587310155 }, { "score": 10.211377143859863, "text": "AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (\"License Option Exercise Notice\") at any time on or after the Effective Date and on or prior to the date that is [***] from AbbVie's receipt of the Opt-In Development Report containing all items required pursuant to Section 1.112, as such period may be extended pursuant to Section 3.2.1 (the \"License Option Period\").", "probability": 0.08704113100107197 }, { "score": 10.102300643920898, "text": "AbbVie may elect to exercise its option to carry", "probability": 0.07804645896438352 }, { "score": 9.641965866088867, "text": "AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (\"License Option Exercise Notice\") at any time on or after the Effective Date and on or prior to the date that is [***] from AbbVie's receipt of the Opt-In Development Report containing all items required pursuant to Section 1.112, as such period may be extended pursuant to Section 3.2.1 (the \"License Option Period\"). If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.", "probability": 0.04925296157389556 }, { "score": 9.574191093444824, "text": "The grants set forth in this Section 5.1.3 will automatically come into full force and effect on the License Option Exercise Closing Date without any further action required by either Party under this Agreement.", "probability": 0.04602546023053495 }, { "score": 8.695564270019531, "text": "AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (\"License Option Exercise Notice\") at any time on or after the Effective Date and on or prior to the date that is [***] from AbbVie's receipt of the Opt-In Development Report containing all items required pursuant to Section 1.112, as such period may be extended pursuant to Section 3.2.1 (the \"License Option Period\"). If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.\n\n3.2.4 Exercise of the License Option.\n\n(a) AbbVie shall be deemed to have entered into the licenses set forth in Section 5.1.3 on the later of (i) Harpoon's receipt of the License Option Exercise Notice, or (ii) the expiration or earlier termination of any waiting period (or any extension thereof) under the HSR Act in the U.S. (the date of such receipt by Harpoon or the date of any such expiration or earlier termination, as applicable, the \"License Option Exercise Closing Date\").", "probability": 0.01911680714244559 }, { "score": 8.425333023071289, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***].", "probability": 0.014590004285637951 }, { "score": 8.383954048156738, "text": "If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.", "probability": 0.013998604993906412 }, { "score": 8.258681297302246, "text": "out [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***].", "probability": 0.012350356517902134 }, { "score": 7.631893634796143, "text": "and prior to the expiration of the License Option Period.", "probability": 0.00659886238322466 }, { "score": 7.437551975250244, "text": "If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.\n\n3.2.4 Exercise of the License Option.\n\n(a) AbbVie shall be deemed to have entered into the licenses set forth in Section 5.1.3 on the later of (i) Harpoon's receipt of the License Option Exercise Notice, or (ii) the expiration or earlier termination of any waiting period (or any extension thereof) under the HSR Act in the U.S. (the date of such receipt by Harpoon or the date of any such expiration or earlier termination, as applicable, the \"License Option Exercise Closing Date\").", "probability": 0.005433348488589364 }, { "score": 7.279467582702637, "text": "AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (\"License Option Exercise Notice\") at any time on or after the Effective Date and on or prior to the date that is [***] from AbbVie's receipt of the Opt-In Development Report containing all items required pursuant to Section 1.112, as such period may be extended pursuant to Section 3.2.1 (the \"License Option Period\").", "probability": 0.004638871919601764 }, { "score": 7.132730960845947, "text": "[***] At any time following the earlier of [***]. For clarity, if AbbVie's [***] shall be solely responsible for any cost or expense associated with such additional obligations, and for providing [***] to enable [***] in connection with the Licensed Compounds and Licensed Products prior to AbbVie's exercise of the License Option. AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.004005765082243931 }, { "score": 6.707131385803223, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period", "probability": 0.0026172784517226907 }, { "score": 6.5404791831970215, "text": "out [***]and prior to the expiration of the License Option Period", "probability": 0.0022155104233782335 }, { "score": 6.538779258728027, "text": "This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term\").", "probability": 0.0022117474223131905 }, { "score": 6.517311096191406, "text": "[***] At any time following the earlier of [***]. For clarity, if AbbVie's [***] shall be solely responsible for any cost or expense associated with such additional obligations, and for providing [***] to enable [***] in connection with the Licensed Compounds and Licensed Products prior to AbbVie's exercise of the License Option. AbbVie may elect to exercise its option to carry", "probability": 0.0021647713186647845 }, { "score": 6.483314514160156, "text": "AbbVie may elect to exercise its option to carry\n", "probability": 0.0020924134224694075 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.886301040649414, "probability": 0.3691550193137402 }, { "score": 11.205071449279785, "text": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.1867903884901577 }, { "score": 10.651641845703125, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.10739970844599003 }, { "score": 10.52493667602539, "text": "If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products.", "probability": 0.09461843192633215 }, { "score": 9.91443920135498, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.051385437904338103 }, { "score": 9.694408416748047, "text": "AbbVie may elect to exercise its option to carry", "probability": 0.04123651039046136 }, { "score": 9.537862777709961, "text": "If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.", "probability": 0.035261030398734176 }, { "score": 9.50582504272461, "text": "AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (\"License Option Exercise Notice\") at any time on or after the Effective Date and on or prior to the date that is [***] from AbbVie's receipt of the Opt-In Development Report containing all items required pursuant to Section 1.112, as such period may be extended pursuant to Section 3.2.1 (the \"License Option Period\"). If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.", "probability": 0.03414925138625453 }, { "score": 9.374954223632812, "text": "AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (\"License Option Exercise Notice\") at any time on or after the Effective Date and on or prior to the date that is [***] from AbbVie's receipt of the Opt-In Development Report containing all items required pursuant to Section 1.112, as such period may be extended pursuant to Section 3.2.1 (the \"License Option Period\").", "probability": 0.029960200334086806 }, { "score": 8.65800952911377, "text": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon", "probability": 0.014627819353199987 }, { "score": 8.404705047607422, "text": "If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products.", "probability": 0.011354574124657098 }, { "score": 7.778627872467041, "text": "If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products", "probability": 0.006071122380640356 }, { "score": 7.103489875793457, "text": "If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products.\n\n12.6.4 Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]", "probability": 0.0030907244012810713 }, { "score": 7.073134422302246, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]", "probability": 0.0029983137401292342 }, { "score": 6.863037586212158, "text": "If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products.\n\n12.6.4 Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :", "probability": 0.0024301505445532413 }, { "score": 6.775576114654541, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:", "probability": 0.00222663557702024 }, { "score": 6.761176109313965, "text": "If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products.\n\n12.6.4 Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n12.6.5 Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.4, but elects to retain its rights and licenses pursuant to Section 12.5:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]", "probability": 0.002194801766427658 }, { "score": 6.579385757446289, "text": "Following the License Exercise Option Closing Date, all provisions of this Agreement with respect to AbbVie's rights and obligations following the exercise of the License Option shall apply, provided that [***]; and\n\n(h) If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products.", "probability": 0.0018299733047134616 }, { "score": 6.466958045959473, "text": "At any time following the earlier of [***]. For clarity, if AbbVie's [***] shall be solely responsible for any cost or expense associated with such additional obligations, and for providing [***] to enable [***] in connection with the Licensed Compounds and Licensed Products prior to AbbVie's exercise of the License Option. AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.0016353775051068558 }, { "score": 6.435371398925781, "text": "out [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***].", "probability": 0.0015845287121754523 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Governing Law": [ { "score": 14.011697769165039, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be.", "probability": 0.7557766892206697 }, { "text": "", "score": 12.234848022460938, "probability": 0.12785492225261225 }, { "score": 11.970403671264648, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be", "probability": 0.09814557640982492 }, { "score": 9.63288688659668, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States,", "probability": 0.009477637395739492 }, { "score": 8.373003959655762, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States", "probability": 0.002688684763131458 }, { "score": 7.86477518081665, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted", "probability": 0.001617405560449906 }, { "score": 7.5106048583984375, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be. The Parties agree to exclude the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.", "probability": 0.001135023138591228 }, { "score": 7.145355224609375, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States", "probability": 0.0007877325922606488 }, { "score": 7.071393966674805, "text": "The determination of whether Information and inventions are conceived, discovered, developed, or otherwise made by a Party for the purpose of allocating proprietary rights (including Patent, copyright or other intellectual property rights) therein, shall, for purposes of this Agreement, be made in accordance with Applicable Law in the United States.", "probability": 0.0007315733028604312 }, { "score": 7.0451178550720215, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement", "probability": 0.0007126007550952611 }, { "score": 6.340437889099121, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction;", "probability": 0.0003522148458141682 }, { "score": 5.7883195877075195, "text": "This", "probability": 0.00020278028346967368 }, { "score": 5.038402557373047, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may", "probability": 9.579457118023154e-05 }, { "score": 4.779719352722168, "text": "This", "probability": 7.395988195523764e-05 }, { "score": 4.65912389755249, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be. The", "probability": 6.555748263677912e-05 }, { "score": 4.595503807067871, "text": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States,", "probability": 6.151661277767368e-05 }, { "score": 4.519380569458008, "text": "13.6.1 Governing Law. This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be.", "probability": 5.700756778566868e-05 }, { "score": 4.515646457672119, "text": "provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be.", "probability": 5.679509210577505e-05 }, { "score": 4.508355617523193, "text": "\"Applicable Law\" means federal, state, local, national and supra-national laws, statutes, rules, and regulations, including any rules, regulations, regulatory guidelines, or other requirements of the Regulatory Authorities, major national securities exchanges or major securities listing organizations, that may be in effect from time to time during the Term and applicable to a particular activity or country or other jurisdiction hereunder.", "probability": 5.6382514016032785e-05 }, { "score": 4.391130447387695, "text": "Governing Law. This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be.", "probability": 5.0145757023757356e-05 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Most Favored Nation": [ { "text": "", "score": 12.088417053222656, "probability": 0.44962469840170866 }, { "score": 10.409828186035156, "text": "In no event will the cumulative reductions under the foregoing Sections 6.5.3(a) through 6.5.3(d) reduce the [***] payable to Harpoon on any Licensed Product in any [***] by greater than [***] of the amounts otherwise payable under Section 6.5.1 for such Licensed Product.", "probability": 0.0839166768306619 }, { "score": 10.045136451721191, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.05827263669450907 }, { "score": 9.792003631591797, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.04524082149163668 }, { "score": 9.73531723022461, "text": "In the event that a Licensed Compound or Licensed Product is Developed for any such purposes, [***] for the sale of such Licensed Product that [***] of such Licensed Product and [***], as applicable; provided that, for clarity, any such [***]\n\n- 41 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.04274761516617346 }, { "score": 9.68850040435791, "text": "or relates to such participation or access and is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds or Licensed Products, in each case prior to the performance of or participation in such activities, such that Harpoon shall, by virtue of this Agreement, receive from AbbVie, without additional consideration, the licenses specified in Section 5.2.", "probability": 0.040792432341220826 }, { "score": 9.577698707580566, "text": "The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management or policies of such entity.", "probability": 0.03651396848495358 }, { "score": 9.551578521728516, "text": "or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction;", "probability": 0.035572565179775806 }, { "score": 9.539017677307129, "text": "In the event that a Licensed Compound or Licensed Product is Developed for any such purposes, [***] for the sale of such Licensed Product that [***] of such Licensed Product and [***], as applicable; provided that, for clarity, any such [***]", "probability": 0.035128538237559986 }, { "score": 9.322972297668457, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:", "probability": 0.028303018951298328 }, { "score": 9.171592712402344, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate", "probability": 0.0243270497679189 }, { "score": 9.132338523864746, "text": "or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction;", "probability": 0.023390610984816294 }, { "score": 9.058514595031738, "text": "[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.02172602331278568 }, { "score": 8.858363151550293, "text": "[***], then [***] the costs associated with any such license to the Patent or other intellectual property right of such Third Party (\"AbbVie [***] Rights\").", "probability": 0.01778506979141813 }, { "score": 8.424561500549316, "text": "Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.011525450517391489 }, { "score": 8.34736442565918, "text": "AbbVie may elect to exercise its option to carry", "probability": 0.010669194854691236 }, { "score": 8.171428680419922, "text": "Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.008947953603018147 }, { "score": 8.143183708190918, "text": "In no event will the cumulative reductions under the foregoing Sections 6.5.3(a) through 6.5.3(d) reduce the [***] payable to Harpoon on any Licensed Product in any [***] by greater than [***] of the amounts otherwise payable under Section 6.5.1 for such Licensed Product. Credits not exhausted in any [***] may be carried into future [***], subject to the foregoing sentence.", "probability": 0.008698754775871636 }, { "score": 8.139476776123047, "text": "[***], provided that Harpoon [***] the foregoing obligations.", "probability": 0.008666568775357703 }, { "score": 8.078064918518066, "text": "[***], provided that Harpoon [***] the foregoing obligations.\n\n12.7.6 If a [***], AbbVie shall [***]. Additionally, upon any Licensed Compound or Licensed Product becoming a Harpoon Reversion Product, AbbVie shall [***]", "probability": 0.008150351837232709 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Compete": [ { "score": 13.359851837158203, "text": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "probability": 0.5912694933599681 }, { "text": "", "score": 12.056100845336914, "probability": 0.16053643356002664 }, { "score": 11.101849555969238, "text": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory,", "probability": 0.061822639220862736 }, { "score": 11.038115501403809, "text": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.\n\n5.8.2 Notwithstanding the provisions of Section 5.8, if, during the Term, (a) Harpoon or any of its Affiliates acquires, as the result of an Acquisition, rights to a Competing Product, such Acquisition, and the development, manufacture or commercialization of such Competing Product thereafter, shall not constitute a breach of Section 5.8 if Harpoon or such Affiliate, as applicable, [***];", "probability": 0.05800536888529914 }, { "score": 10.569151878356934, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].", "probability": 0.03629107888066387 }, { "score": 10.277957916259766, "text": "or relates to such participation or access and is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds or Licensed Products, in each case prior to the performance of or participation in such activities, such that Harpoon shall, by virtue of this Agreement, receive from AbbVie, without additional consideration, the licenses specified in Section 5.2.", "probability": 0.02712288911280181 }, { "score": 9.653303146362305, "text": "(b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "probability": 0.014522849231465036 }, { "score": 9.066822052001953, "text": "Notwithstanding the provisions of Section 5.8, if, during the Term, (a) Harpoon or any of its Affiliates acquires, as the result of an Acquisition, rights to a Competing Product, such Acquisition, and the development, manufacture or commercialization of such Competing Product thereafter, shall not constitute a breach of Section 5.8 if Harpoon or such Affiliate, as applicable, [***];", "probability": 0.008078790121219707 }, { "score": 8.994588851928711, "text": "5.8.1 Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "probability": 0.007515810916533751 }, { "score": 8.970166206359863, "text": "Additionally, in the event of a Change in Control of Harpoon involving a Competitor, AbbVie shall have the right at any time and for any reason, effective upon written notice, to disband the JGC in accordance with Section 13.2.2.", "probability": 0.007334478255151476 }, { "score": 8.921639442443848, "text": "with a Licensed Compound or Licensed Product, in each case in any form agreed upon between AbbVie and Harpoon at the time of the request.", "probability": 0.006987057536225549 }, { "score": 8.850749015808105, "text": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement", "probability": 0.0065088909951084295 }, { "score": 8.211746215820312, "text": "\"Competitor\" means any Person that [***], or (b) that [***].", "probability": 0.0034355130967617495 }, { "score": 7.932120323181152, "text": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or", "probability": 0.0025974764954233296 }, { "score": 7.33156681060791, "text": "(b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.\n\n5.8.2 Notwithstanding the provisions of Section 5.8, if, during the Term, (a) Harpoon or any of its Affiliates acquires, as the result of an Acquisition, rights to a Competing Product, such Acquisition, and the development, manufacture or commercialization of such Competing Product thereafter, shall not constitute a breach of Section 5.8 if Harpoon or such Affiliate, as applicable, [***];", "probability": 0.0014247364973113076 }, { "score": 7.297122001647949, "text": "In the event that a Licensed Product is sold in any country or other jurisdiction [***]\n\n(i) [***].\n\n- 12 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(ii) [***]\n\n(iii) [***]\n\n(iv) [***].", "probability": 0.001376497285398619 }, { "score": 7.292878150939941, "text": "In the event that a Licensed Compound or Licensed Product is Developed for any such purposes, [***] for the sale of such Licensed Product that [***] of such Licensed Product and [***], as applicable; provided that, for clarity, any such [***]\n\n- 41 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.0013706680144461307 }, { "score": 7.257782936096191, "text": "[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.001323398445464917 }, { "score": 7.24490213394165, "text": "In the event that a Licensed Product is sold in any country or other jurisdiction [***]\n\n(i) [***].", "probability": 0.0013064613279235799 }, { "score": 7.134129524230957, "text": "Harpoon shall not, and shall cause its Affiliates not to", "probability": 0.0011694687619440173 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Exclusivity": [ { "score": 12.764225006103516, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;\n\n(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.", "probability": 0.21446381530112824 }, { "score": 12.686976432800293, "text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).", "probability": 0.19852051751858574 }, { "score": 12.58375358581543, "text": "Effective on the License Option Exercise Closing Date, as between the Parties, AbbVie shall have the sole right, at its expense, to Manufacture (or have Manufactured) and supply the Licensed Compound and Licensed Products for commercial sale in the Territory by AbbVie and its Affiliates and Sublicensees.", "probability": 0.17905080826403558 }, { "text": "", "score": 12.194869995117188, "probability": 0.12136299579356655 }, { "score": 11.611190795898438, "text": "Effective on the License Option Exercise Closing Date, AbbVie shall have the sole right to invoice and book sales, establish all terms of sale (including pricing and discounts) and warehousing, and distribute the Licensed Products in the Territory and to perform or cause to be performed all related services.", "probability": 0.06770139739520234 }, { "score": 11.197087287902832, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;", "probability": 0.0447460562659542 }, { "score": 11.029768943786621, "text": "(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.", "probability": 0.037852043527555924 }, { "score": 10.825660705566406, "text": "\"Regulatory Exclusivity\" means, with respect to any country or other jurisdiction in the Territory, an additional market protection, other than Patent protection, granted by a Regulatory Authority in such country or other jurisdiction which confers an exclusive Commercialization period during which AbbVie or its Affiliates or Sublicensees has the exclusive right to market and sell, and any unauthorized Third Party is prevented from marketing or selling, a Licensed Compound or Licensed Product in such country or other jurisdiction.", "probability": 0.030863576369891798 }, { "score": 10.556465148925781, "text": "Effective on the License Option Exercise Closing Date, as between the Parties, AbbVie shall have the sole right, at its expense, to Manufacture (or have Manufactured) and supply the Licensed Compound and Licensed Products for commercial sale in the Territory by AbbVie and its Affiliates and Sublicensees.", "probability": 0.023579582133467284 }, { "score": 10.0424222946167, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:", "probability": 0.014102305849174565 }, { "score": 10.04092025756836, "text": "Following the License Option Exercise Closing Date, except for Harpoon's responsibilities in completing the Initial Development Activities and delivering the Final Development Report, AbbVie shall have the sole right to Develop and Manufacture (and shall control all aspects of Development and Manufacturing), including seeking Regulatory Approvals for, Licensed Compounds and Licensed Products in the Field and in the Territory and, for clarity, Harpoon and its Affiliates shall have no right to do so.", "probability": 0.014081139563574123 }, { "score": 9.95755386352539, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:", "probability": 0.012954845503616821 }, { "score": 9.32866096496582, "text": "Effective on the License Option Exercise Closing Date, as between the Parties, AbbVie shall have the sole right, at its expense, to Manufacture (or have Manufactured) and supply the Licensed Compound and Licensed Products for commercial sale in the Territory by AbbVie and its Affiliates and Sublicensees", "probability": 0.006907287334817062 }, { "score": 9.268203735351562, "text": "Effective on the License Option Exercise Closing Date, AbbVie shall have the sole right to invoice and book sales, establish all terms of sale (including pricing and discounts) and warehousing, and distribute the Licensed Products in the Territory and to perform or cause to be performed all related services", "probability": 0.006502064618947876 }, { "score": 9.229612350463867, "text": "Upon the Effective Date, Harpoon hereby grants to AbbVie the exclusive right, but not the obligation, to obtain the licenses set forth in Section 5.1.3 (the \"License Option\").", "probability": 0.006255920999857652 }, { "score": 9.124361038208008, "text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any", "probability": 0.005630943784515082 }, { "score": 8.892729759216309, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].", "probability": 0.004466681700272437 }, { "score": 8.852493286132812, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory", "probability": 0.004290525891817713 }, { "score": 8.623659133911133, "text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "probability": 0.003412943647691778 }, { "score": 8.57613754272461, "text": "Notwithstanding the exclusive licenses granted to AbbVie pursuant to Section 5.1.3, Harpoon retains the right to practice under the Harpoon Patents, the Harpoon Know-How, Harpoon's interests in the Joint Patents and the Joint Know-How, Regulatory Approvals and any other Regulatory Documentation (a) to perform (and to sublicense Third Parties to perform as permitted hereunder) its obligations under this Agreement and (b) for any purpose outside the scope of the licenses and rights granted pursuant to Sections 3.2.3 and 5.1, including to Exploit any products or services other than Licensed Compounds or Licensed Products, subject to Section 5.8.", "probability": 0.003254548536327243 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.120784759521484, "probability": 0.9275660540806836 }, { "score": 7.957537651062012, "text": "If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement.", "probability": 0.01443010862999965 }, { "score": 7.784916877746582, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].", "probability": 0.012142310970319028 }, { "score": 7.64774227142334, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.010585885118699356 }, { "score": 7.443381309509277, "text": "Where AbbVie or its Affiliates appoints such a Person and such Person is not an Affiliate of AbbVie and does not have rights to, and does not, Manufacture any Licensed Product (except solely to package or label such Licensed Product purchased in bulk form from AbbVie or its Affiliates), that Person shall be a \"Distributor\" for purposes of this Agreement.", "probability": 0.008629275577944344 }, { "score": 6.785396099090576, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].\n\n5.9.2 Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement.", "probability": 0.004469047724264273 }, { "score": 6.771085262298584, "text": "If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement.", "probability": 0.004405547367027024 }, { "score": 6.574816703796387, "text": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "probability": 0.003620441405257949 }, { "score": 6.3397536277771, "text": "Where AbbVie or its Affiliates appoints such a Person and such Person is not an Affiliate of AbbVie and does not have rights to, and does not, Manufacture any Licensed Product (except solely to package or label such Licensed Product purchased in bulk form from AbbVie or its Affiliates), that Person shall be a \"Distributor\" for purposes of this Agreement.\n\n5.5 Co-Promotion Rights. For purposes of clarity, AbbVie and its Affiliates shall have the right, in their sole discretion, to co-promote the Licensed Products with any other Person(s), or to appoint one (1) or more Third Parties to promote the Licensed Products without AbbVie in all or any part of the Territory.", "probability": 0.0028620349063233352 }, { "score": 6.079234600067139, "text": "In the event of [***]", "probability": 0.0022056314721550824 }, { "score": 5.887551784515381, "text": "out [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***]. AbbVie shall have final decision making authority with respect to all [***].\n\n3.3.1 If AbbVie [***] and does not subsequently exercise the License Option, then AbbVie shall [***].", "probability": 0.001820900272992364 }, { "score": 5.62981653213501, "text": "If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]", "probability": 0.0014071913703101702 }, { "score": 5.316102504730225, "text": "with a Licensed Compound or Licensed Product, in each case in any form agreed upon between AbbVie and Harpoon at the time of the request.", "probability": 0.0010282740884406916 }, { "score": 5.295888423919678, "text": "For purposes of clarity, AbbVie and its Affiliates shall have the right, in their sole discretion, to co-promote the Licensed Products with any other Person(s), or to appoint one (1) or more Third Parties to promote the Licensed Products without AbbVie in all or any part of the Territory.", "probability": 0.0010076971455702426 }, { "score": 4.96107292175293, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].\n\n5.9.2 Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]", "probability": 0.0007209771541878477 }, { "score": 4.9467620849609375, "text": "If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]", "probability": 0.0007107328449578853 }, { "score": 4.860755443572998, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 0.0006521600272099194 }, { "score": 4.852882385253906, "text": "Harpoon shall not, and shall cause its Affiliates not to", "probability": 0.000647045692427979 }, { "score": 4.8185930252075195, "text": "In the event of [***]\n\n- 68 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n13.3 Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries that may be imposed on the Parties from time to time. Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with Applicable Law.\n\n13.4 Assignment.\n\n13.4.1 Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates.", "probability": 0.0006252349842975212 }, { "score": 4.519162178039551, "text": "Where AbbVie or its Affiliates appoints such a Person and such Person is not an Affiliate of AbbVie and does not have rights to, and does not, Manufacture any Licensed Product (except solely to package or label such Licensed Product purchased in bulk form from AbbVie or its Affiliates), that Person shall be a \"Distributor\" for purposes of this Agreement.", "probability": 0.0004634491669316616 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Competitive Restriction Exception": [ { "score": 12.634117126464844, "text": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "probability": 0.13819523848891369 }, { "score": 12.297584533691406, "text": "Effective on the License Option Exercise Closing Date, as between the Parties, AbbVie shall have the sole right, at its expense, to Manufacture (or have Manufactured) and supply the Licensed Compound and Licensed Products for commercial sale in the Territory by AbbVie and its Affiliates and Sublicensees.", "probability": 0.09870492700555071 }, { "score": 12.230859756469727, "text": "Subject to the licenses and rights of reference granted under Sections 5.1 and 5.2 and, in the case of Harpoon, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent from or accounting to the other Party. Notwithstanding the foregoing, with respect to (1) any [***], and (2) any [***].", "probability": 0.09233378294745405 }, { "score": 12.164794921875, "text": "Subject to the licenses and rights of reference granted under Sections 5.1 and 5.2 and, in the case of Harpoon, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent from or accounting to the other Party.", "probability": 0.08643090013987134 }, { "score": 12.090250968933105, "text": "Subject to the licenses and rights of reference granted under Sections 5.1 and 5.2 and, in the case of Harpoon, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent from or accounting to the other Party.", "probability": 0.08022228141671016 }, { "text": "", "score": 11.93675708770752, "probability": 0.06880713309092315 }, { "score": 11.84561538696289, "text": "Subject to the licenses and rights of reference granted under Sections 5.1 and 5.2 and, in the case of Harpoon, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent from or accounting to the other Party. Notwithstanding the foregoing, with respect to (1) any [***], and (2) any [***].", "probability": 0.06281322983612908 }, { "score": 11.443413734436035, "text": "At Harpoon's sole election by written notice to AbbVie, AbbVie shall grant, and hereby grants to Harpoon, effective as of the effective date of termination, [***] (the \"AbbVie Reversion IP\"); provided that the foregoing license shall exclude (1) any license or other rights with respect to any active ingredient that is not a Licensed Compound and (2) any license or other rights with respect to any other Patents or Know-How owned or controlled by AbbVie or any of its Affiliates.", "probability": 0.04201236858046186 }, { "score": 11.348560333251953, "text": "Effective on the License Option Exercise Closing Date, AbbVie (itself or through its Affiliates or Sublicensees) shall have the sole right to Commercialize Licensed Compounds and Licensed Products in the Territory at its own cost and expense.", "probability": 0.038210512105230715 }, { "score": 11.270442962646484, "text": "The development and regulatory milestone payments, first commercial sales milestone payments, sales-based milestone payments and royalties in Sections 6.2, 6.3 6.4, and 6.5 shall not apply at the same rates to Development and Commercialization of Licensed Compounds or Licensed Products [***] for eligibility to be treated for such disease, state, or condition with a Licensed Compound or Licensed Product or for monitoring patients who are or have been treated with a Licensed Compound or Licensed Product.", "probability": 0.03533921638870181 }, { "score": 11.244913101196289, "text": "For clarity, (A) the foregoing license shall exclude [***], and notwithstanding anything in this Agreement to the contrary, except as necessary for Harpoon to exercise its rights under the foregoing subclause (a) or as required by the foregoing subclause (c), [***], and (B) the requirement under the foregoing subclause (c) shall [***] following the termination of this Agreement.", "probability": 0.034448430295374734 }, { "score": 11.147472381591797, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;", "probability": 0.03125010424748776 }, { "score": 11.090970993041992, "text": "\"Regulatory Exclusivity\" means, with respect to any country or other jurisdiction in the Territory, an additional market protection, other than Patent protection, granted by a Regulatory Authority in such country or other jurisdiction which confers an exclusive Commercialization period during which AbbVie or its Affiliates or Sublicensees has the exclusive right to market and sell, and any unauthorized Third Party is prevented from marketing or selling, a Licensed Compound or Licensed Product in such country or other jurisdiction.", "probability": 0.029533385152675458 }, { "score": 11.087261199951172, "text": "At Harpoon's sole election by written notice to AbbVie, AbbVie shall grant, and hereby grants to Harpoon, effective as of the effective date of termination, [***] (the \"AbbVie Reversion IP\"); provided that the foregoing license shall exclude (1) any license or other rights with respect to any active ingredient that is not a Licensed Compound and (2) any license or other rights with respect to any other Patents or Know-How owned or controlled by AbbVie or any of its Affiliates.", "probability": 0.029424025380972812 }, { "score": 10.911484718322754, "text": "The development and regulatory milestone payments, first commercial sales milestone payments, sales-based milestone payments and royalties in Sections 6.2, 6.3 6.4, and 6.5 shall not apply at the same rates to Development and Commercialization of Licensed Compounds or Licensed Products [***] for eligibility to be treated for such disease, state, or condition with a Licensed Compound or Licensed Product or for monitoring patients who are or have been treated with a Licensed Compound or Licensed Product. In the event that a Licensed Compound or Licensed Product is Developed for any such purposes, [***] for the sale of such Licensed Product that [***] of such Licensed Product and [***], as applicable; provided that, for clarity, any such [***]", "probability": 0.024681032874435384 }, { "score": 10.892951011657715, "text": "The development and regulatory milestone payments, first commercial sales milestone payments, sales-based milestone payments and royalties in Sections 6.2, 6.3 6.4, and 6.5 shall not apply at the same rates to Development and Commercialization of Licensed Compounds or Licensed Products [***] for eligibility to be treated for such disease, state, or condition with a Licensed Compound or Licensed Product or for monitoring patients who are or have been treated with a Licensed Compound or Licensed Product. In the event that a Licensed Compound or Licensed Product is Developed for any such purposes, [***] for the sale of such Licensed Product that [***] of such Licensed Product and [***], as applicable; provided that, for clarity, any such [***]\n\n- 41 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.02422781473025046 }, { "score": 10.789876937866211, "text": "Following the License Option Exercise Closing Date, except for Harpoon's responsibilities in completing the Initial Development Activities and delivering the Final Development Report, AbbVie shall have the sole right to Develop and Manufacture (and shall control all aspects of Development and Manufacturing), including seeking Regulatory Approvals for, Licensed Compounds and Licensed Products in the Field and in the Territory and, for clarity, Harpoon and its Affiliates shall have no right to do so.", "probability": 0.021854946237981062 }, { "score": 10.767778396606445, "text": "In the event that a Licensed Compound or Licensed Product is Developed for any such purposes, [***] for the sale of such Licensed Product that [***] of such Licensed Product and [***], as applicable; provided that, for clarity, any such [***]", "probability": 0.02137728109687034 }, { "score": 10.749244689941406, "text": "In the event that a Licensed Compound or Licensed Product is Developed for any such purposes, [***] for the sale of such Licensed Product that [***] of such Licensed Product and [***], as applicable; provided that, for clarity, any such [***]\n\n- 41 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.02098472979175545 }, { "score": 10.657682418823242, "text": "[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.019148660192250085 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.219316482543945, "probability": 0.9977229200321021 }, { "score": 5.352492332458496, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 0.0010394081373360877 }, { "score": 4.733122825622559, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.0005594964733897721 }, { "score": 3.4950599670410156, "text": "If AbbVie terminates this Agreement in its entirety pursuant to Section 12.2.1 (subject to Section 12.6.3 and Section 12.6.4) or 12.4:", "probability": 0.00016222339487223508 }, { "score": 3.0809478759765625, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 0.00010721779949726997 }, { "score": 2.5738606452941895, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].", "probability": 6.457162315647907e-05 }, { "score": 2.3897511959075928, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 5.371356597649664e-05 }, { "score": 2.141287088394165, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 4.189646632101499e-05 }, { "score": 2.026562213897705, "text": "If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement.", "probability": 3.735536762855454e-05 }, { "score": 1.8956083059310913, "text": "[***], provided that Harpoon [***] the foregoing obligations.", "probability": 3.277030286776439e-05 }, { "score": 1.8911970853805542, "text": "out [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***]. AbbVie shall have final decision making authority with respect to all [***].\n\n3.3.1 If AbbVie [***] and does not subsequently exercise the License Option, then AbbVie shall [***].", "probability": 3.2626064202482356e-05 }, { "score": 1.886918544769287, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:\n\n(a) all rights and licenses granted by Harpoon hereunder shall immediately terminate;", "probability": 3.248677046126207e-05 }, { "score": 1.685249924659729, "text": "If AbbVie terminates this Agreement in its entirety pursuant to Section 12.2.1 (subject to Section 12.6.3 and Section 12.6.4) or 12.4:\n\n(a) all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products; and\n\n(b) all rights and licenses granted by AbbVie hereunder shall immediately terminate.", "probability": 2.6553573231511362e-05 }, { "score": 1.482239842414856, "text": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "probability": 2.1674885528379105e-05 }, { "score": 1.237619400024414, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].\n\n5.9.2 Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement.", "probability": 1.6971471697829414e-05 }, { "score": 1.0106629133224487, "text": "If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]", "probability": 1.352550702866313e-05 }, { "score": 0.7382090091705322, "text": "AbbVie may elect to exercise its option to carry", "probability": 1.029978898501533e-05 }, { "score": 0.5286993980407715, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:\n\n(a) all rights and licenses granted by Harpoon hereunder shall immediately terminate;", "probability": 8.35294187360049e-06 }, { "score": 0.5040245652198792, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].", "probability": 8.149356476391951e-06 }, { "score": 0.45847415924072266, "text": "If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.", "probability": 7.786477366631414e-06 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Disparagement": [ { "text": "", "score": 11.72645378112793, "probability": 0.5952856955730674 }, { "score": 11.079108238220215, "text": "During the Term, neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents, including by not (a) committing any acts or knowingly permitting the occurrence of any omissions that would cause the breach or termination of any Harpoon In-License Agreement, or (b) amending or otherwise modifying or permitting to be amended or modified, any Harpoon In-License Agreement, where such amendment or modification would adversely affect the rights granted to AbbVie hereunder.", "probability": 0.31159239519195764 }, { "score": 8.561479568481445, "text": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.025130122803835576 }, { "score": 8.539968490600586, "text": "During the Term, neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents, including", "probability": 0.024595319495005267 }, { "score": 7.673336029052734, "text": "During the Term, neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents,", "probability": 0.010339005647707757 }, { "score": 7.39035701751709, "text": "During the Term, neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents, including by not (a) committing any acts or knowingly permitting the occurrence of any omissions that would cause the breach or termination of any Harpoon In-License Agreement, or (b) amending or otherwise modifying or permitting to be amended or modified, any Harpoon In-License Agreement, where such amendment or modification would adversely affect the rights granted to AbbVie hereunder", "probability": 0.007790808857739204 }, { "score": 7.198242664337158, "text": "Harpoon shall not, and shall not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of such Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto or use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks.", "probability": 0.006429072834438404 }, { "score": 6.963764667510986, "text": "During the Term, neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents, including by not (a) committing any acts or knowingly permitting the occurrence of any omissions that would cause the breach or termination of any Harpoon In-License Agreement, or (b) amending or otherwise modifying or permitting to be amended or modified, any Harpoon In-License Agreement, where such amendment or modification would adversely affect the rights granted to AbbVie hereunder. Harpoon shall promptly provide AbbVie with notice of any alleged, threatened, or actual breach of any Harpoon In-License Agreement.", "probability": 0.005085291418589177 }, { "score": 6.6604766845703125, "text": "Harpoon shall not, and shall not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of such Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto or use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks.", "probability": 0.003754910140766098 }, { "score": 6.630606651306152, "text": "During the Term, neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents, including by not", "probability": 0.00364440939619758 }, { "score": 5.902141571044922, "text": "During the Term, neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents, including by", "probability": 0.0017589714606218339 }, { "score": 5.626574516296387, "text": "Harpoon covenants to AbbVie as follows:\n\n10.3.1 During the Term, neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents, including by not (a) committing any acts or knowingly permitting the occurrence of any omissions that would cause the breach or termination of any Harpoon In-License Agreement, or (b) amending or otherwise modifying or permitting to be amended or modified, any Harpoon In-License Agreement, where such amendment or modification would adversely affect the rights granted to AbbVie hereunder.", "probability": 0.0013353082794105523 }, { "score": 5.492301940917969, "text": "During the Term, neither Harpoon nor any of its Affiliates shall", "probability": 0.0011675290713005265 }, { "score": 4.605456352233887, "text": "Notwithstanding Section 12.2.1, if the material breach and failure to cure contemplated by Section 12.2.1 is\n\n- 62 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nwith respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market, [***].\n\n12.2.3 Invocation of Material Breach. Notwithstanding the foregoing, the Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach is not (a) cured in accordance with Section 12.2.1 (including the timeframes set forth therein), (b) remedied through the payment of money damages determined in accordance with Section 13.7 or (c) adequately remedied through a combination of (a) and (b).\n\n12.3 Additional Termination Rights by AbbVie. AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.00048096730798102616 }, { "score": 4.3794355392456055, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.0003836683425180578 }, { "score": 4.026393413543701, "text": "neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents, including by not (a) committing any acts or knowingly permitting the occurrence of any omissions that would cause the breach or termination of any Harpoon In-License Agreement, or (b) amending or otherwise modifying or permitting to be amended or modified, any Harpoon In-License Agreement, where such amendment or modification would adversely affect the rights granted to AbbVie hereunder.", "probability": 0.0002695452722510792 }, { "score": 3.982783317565918, "text": "During the Term, neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents", "probability": 0.0002580430073933436 }, { "score": 3.9049105644226074, "text": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon", "probability": 0.0002387109756459688 }, { "score": 3.8710219860076904, "text": "During", "probability": 0.00023075693677493173 }, { "score": 3.8654205799102783, "text": "with respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market, [***].\n\n12.2.3 Invocation of Material Breach. Notwithstanding the foregoing, the Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach is not (a) cured in accordance with Section 12.2.1 (including the timeframes set forth therein), (b) remedied through the payment of money damages determined in accordance with Section 13.7 or (c) adequately remedied through a combination of (a) and (b).\n\n12.3 Additional Termination Rights by AbbVie. AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.00022946798679853497 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Termination For Convenience": [ { "score": 15.197174072265625, "text": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.6983257492521535 }, { "score": 14.107856750488281, "text": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.23494897469066714 }, { "text": "", "score": 11.775733947753906, "probability": 0.022811061204317015 }, { "score": 10.531089782714844, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:", "probability": 0.006570575303075007 }, { "score": 10.312568664550781, "text": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon", "probability": 0.0052808141222639845 }, { "score": 10.156942367553711, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n(e) [***]\n\n(f) [***]", "probability": 0.004519737778964196 }, { "score": 10.115331649780273, "text": "for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.004335527387653656 }, { "score": 10.046236991882324, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]", "probability": 0.004046080371516755 }, { "score": 10.028593063354492, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :", "probability": 0.0039753177199472476 }, { "score": 9.653512954711914, "text": "Additionally, in the event of a Change in Control of Harpoon involving a Competitor, AbbVie shall have the right at any time and for any reason, effective upon written notice, to disband the JGC in accordance with Section 13.2.2.", "probability": 0.0027319743851816473 }, { "score": 9.498273849487305, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n12.6.5 Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.4, but elects to retain its rights and licenses pursuant to Section 12.5:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]", "probability": 0.0023391449593138172 }, { "score": 9.494819641113281, "text": "for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.002331079003972491 }, { "score": 9.131636619567871, "text": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon", "probability": 0.0016211701943497716 }, { "score": 8.936386108398438, "text": "any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.0013336208937389834 }, { "score": 8.82146167755127, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n12.6.5 Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.4, but elects to retain its rights and licenses pursuant to Section 12.5:", "probability": 0.001188834349295883 }, { "score": 8.650641441345215, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n(e) [***]", "probability": 0.0010021553719310806 }, { "score": 8.604150772094727, "text": "upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.0009566309282721504 }, { "score": 8.202610969543457, "text": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis", "probability": 0.000640262251012874 }, { "score": 8.137795448303223, "text": "upon ninety (90) days' prior written notice to Harpoon.", "probability": 0.0006000796151856595 }, { "score": 7.830254554748535, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.4, but elects to retain its rights and licenses pursuant to Section 12.5:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]", "probability": 0.00044121021718762806 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Rofr/Rofo/Rofn": [ { "score": 12.862774848937988, "text": "At any time following the [***] and prior to the expiration of the Option Period (as[***]), at AbbVie's request, Harpoon shall, at its sole cost and expense, exercise its option to acquire the Commercial License [***] for Licensed Products pursuant to [***].", "probability": 0.1011351551437332 }, { "score": 12.639141082763672, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.08086847147019396 }, { "score": 12.534659385681152, "text": "AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (\"License Option Exercise Notice\") at any time on or after the Effective Date and on or prior to the date that is [***] from AbbVie's receipt of the Opt-In Development Report containing all items required pursuant to Section 1.112, as such period may be extended pursuant to Section 3.2.1 (the \"License Option Period\").", "probability": 0.07284561428023383 }, { "score": 12.373869895935059, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***]. AbbVie shall have final decision making authority with respect to all [***].\n\n3.3.1 If AbbVie [***] and does not subsequently exercise the License Option, then AbbVie shall [***].", "probability": 0.06202594957585678 }, { "text": "", "score": 12.295839309692383, "probability": 0.05737004211938464 }, { "score": 12.210409164428711, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.052672426774825254 }, { "score": 12.153097152709961, "text": "Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]", "probability": 0.049738540521818156 }, { "score": 12.116079330444336, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***].", "probability": 0.04793099026151563 }, { "score": 12.064483642578125, "text": "AbbVie may elect to exercise its option to carry", "probability": 0.04552067351216921 }, { "score": 12.059215545654297, "text": "If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.\n\n3.2.4 Exercise of the License Option.\n\n(a) AbbVie shall be deemed to have entered into the licenses set forth in Section 5.1.3 on the later of (i) Harpoon's receipt of the License Option Exercise Notice, or (ii) the expiration or earlier termination of any waiting period (or any extension thereof) under the HSR Act in the U.S. (the date of such receipt by Harpoon or the date of any such expiration or earlier termination, as applicable, the \"License Option Exercise Closing Date\").", "probability": 0.045281496748408596 }, { "score": 12.032754898071289, "text": "If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.", "probability": 0.044099032399749084 }, { "score": 12.031305313110352, "text": "Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement.", "probability": 0.04403515341578348 }, { "score": 12.010059356689453, "text": "If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]", "probability": 0.04310945298164791 }, { "score": 11.945137977600098, "text": "out [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***]. AbbVie shall have final decision making authority with respect to all [***].\n\n3.3.1 If AbbVie [***] and does not subsequently exercise the License Option, then AbbVie shall [***].", "probability": 0.04039964188487813 }, { "score": 11.919235229492188, "text": "Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right.", "probability": 0.03936661698789403 }, { "score": 11.888267517089844, "text": "If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement.", "probability": 0.03816620583960749 }, { "score": 11.883533477783203, "text": "Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]\n\n- 35 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***], then [***] the costs associated with any such license to the Patent or other intellectual property right of such Third Party (\"AbbVie [***] Rights\").", "probability": 0.03798595252076562 }, { "score": 11.75206184387207, "text": "AbbVie shall have the right, on a one-time only basis following[***]. AbbVie shall have final decision making authority with respect to all [***].\n\n3.3.1 If AbbVie [***] and does not subsequently exercise the License Option, then AbbVie shall [***].", "probability": 0.03330624067095879 }, { "score": 11.740495681762695, "text": "If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]\n\n- 35 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***], then [***] the costs associated with any such license to the Patent or other intellectual property right of such Third Party (\"AbbVie [***] Rights\").", "probability": 0.032923234517481095 }, { "score": 11.687347412109375, "text": "out [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***].", "probability": 0.031219108373095213 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Change Of Control": [ { "score": 13.332281112670898, "text": "Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.", "probability": 0.22476158953021785 }, { "score": 13.022310256958008, "text": "Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.", "probability": 0.1648555082433226 }, { "score": 12.942543029785156, "text": "Additionally, in the event of a Change in Control of Harpoon involving a Competitor, AbbVie shall have the right at any time and for any reason, effective upon written notice, to disband the JGC in accordance with Section 13.2.2.", "probability": 0.15221624213284626 }, { "score": 12.470696449279785, "text": "Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.\n\n13.2.2 In the event of [***]", "probability": 0.0949599833486522 }, { "text": "", "score": 12.288769721984863, "probability": 0.0791645697949599 }, { "score": 12.108665466308594, "text": "Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.\n\n13.2.2 In the event of [***]", "probability": 0.06611691352605305 }, { "score": 11.391312599182129, "text": "In the event of [***]", "probability": 0.03226786117619383 }, { "score": 11.205127716064453, "text": "such Party enters into a merger, consolidation or similar transaction with another Person (whether or not such Party is the surviving entity) and as a result of such merger, consolidation or similar transaction (a) the members of the Board of Directors of such Party immediately prior to such transaction constitute less than a majority of the members of the Board of Directors of such Party or such surviving Person immediately following such transaction or (b) the Persons that beneficially owned, directly", "probability": 0.02678620032708118 }, { "score": 11.114137649536133, "text": "Additionally, in the event of a Change in Control of Harpoon involving a Competitor, AbbVie shall have the right at any time and for any reason, effective upon written notice, to disband the JGC in accordance with Section 13.2.2. In the event that the JGC is disbanded pursuant to Section 13.2.2, (a) any information, documents or reports that a Party is otherwise required to provide to the JGC pursuant to this Agreement shall be provided directly to the other Party and (b) any matters delegated to the JGC shall be made by mutual agreement of the Parties, subject to the dispute resolution provisions of Section 2.2.3.", "probability": 0.024456518243245573 }, { "score": 11.107467651367188, "text": "Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates.", "probability": 0.024293936125316315 }, { "score": 10.911623001098633, "text": "The JGC shall continue to exist until the first to occur of: (a) the Parties mutually agreeing to disband the JGC; (b) in the event of AbbVie's exercise of its License Option, upon the delivery of the Final Development Report pursuant to Section 3.1.3; and (c) expiration of the License Option Period without AbbVie exercising the License Option. Additionally, in the event of a Change in Control of Harpoon involving a Competitor, AbbVie shall have the right at any time and for any reason, effective upon written notice, to disband the JGC in accordance with Section 13.2.2.", "probability": 0.019973015285063782 }, { "score": 10.817163467407227, "text": "In the event of [***]", "probability": 0.018172738619230685 }, { "score": 10.738755226135254, "text": "\"Acquisition\" means, with respect to a Party, a merger, acquisition (whether of all of the stock or all or substantially all of the assets of a Person or any operating or business division of a Person) or similar transaction by or with the Party, other than a Change in Control of the Party.", "probability": 0.016802275972815087 }, { "score": 10.496980667114258, "text": "Additionally, in the event of a Change in Control of Harpoon involving a Competitor, AbbVie shall have the right at any time and for any reason, effective upon written notice, to disband the JGC in accordance with Section 13.2.2", "probability": 0.013193704615823618 }, { "score": 10.488378524780273, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 0.013080697240418089 }, { "score": 10.117073059082031, "text": "\"Acquisition\" means, with respect to a Party, a merger, acquisition (whether of all of the stock or all or substantially all of the assets of a Person or any operating or business division of a Person) or similar transaction by or with the Party, other than a Change in Control of the Party.", "probability": 0.00902349909163363 }, { "score": 10.006351470947266, "text": "13.2.1 Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.", "probability": 0.008077727610203589 }, { "score": 9.566313743591309, "text": "If AbbVie terminates this Agreement in its entirety pursuant to Section 12.2.1 (subject to Section 12.6.3 and Section 12.6.4) or 12.4:\n\n(a) all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products; and\n\n(b) all rights and licenses granted by AbbVie hereunder shall immediately terminate.", "probability": 0.00520215451332263 }, { "score": 9.127756118774414, "text": "or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction; or\n\n1.31.3 such Party sells or transfers to any Third Party, in one (1) or more related transactions, properties or assets representing all or substantially all of such Party's assets to which this Agreement relates; or\n\n1.31.4 the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party.", "probability": 0.003355212962099848 }, { "score": 9.092706680297852, "text": "13.2.1 Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.\n\n13.2.2 In the event of [***]", "probability": 0.0032396516415002736 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Anti-Assignment": [ { "score": 13.9139986038208, "text": "Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "probability": 0.37568330907599023 }, { "score": 13.18060302734375, "text": "Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates. With respect to an assignment to an Affiliate, the assigning Party shall remain responsible for the performance by such Affiliate of the rights and obligations hereunder. Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "probability": 0.180431453909717 }, { "score": 13.138188362121582, "text": "Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates.", "probability": 0.17293854214957444 }, { "score": 13.10071849822998, "text": "Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "probability": 0.1665784583580838 }, { "text": "", "score": 12.185781478881836, "probability": 0.06672164416130683 }, { "score": 11.026784896850586, "text": "Each Party shall cause all Persons who perform activities for such Party under this Agreement to prospectively or be under an obligation to assign (or, if Applicable Law does not permit such Person to agree to such assignment obligation despite such Party's using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) all of their rights in any Information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained).", "probability": 0.020937311748345185 }, { "score": 9.127880096435547, "text": "Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect", "probability": 0.0031349963756948365 }, { "score": 8.39659309387207, "text": "provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates. With respect to an assignment to an Affiliate, the assigning Party shall remain responsible for the performance by such Affiliate of the rights and obligations hereunder. Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "probability": 0.0015088398065097183 }, { "score": 8.354177474975586, "text": "provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates.", "probability": 0.001446179709648788 }, { "score": 8.313294410705566, "text": "Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates. With respect to an assignment to an Affiliate, the assigning Party shall remain responsible for the performance by such Affiliate of the rights and obligations hereunder.", "probability": 0.0013882477387320235 }, { "score": 8.23980712890625, "text": "13.4.1 Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates. With respect to an assignment to an Affiliate, the assigning Party shall remain responsible for the performance by such Affiliate of the rights and obligations hereunder. Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "probability": 0.0012898875583137695 }, { "score": 8.201807975769043, "text": "Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How, including any current or former officer, employee, agent or consultant of Harpoon or any of its Affiliates, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Owned Patents and Harpoon Know-How to Harpoon.", "probability": 0.0012417924963106341 }, { "score": 8.197392463684082, "text": "13.4.1 Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates.", "probability": 0.0012363214341955936 }, { "score": 8.016759872436523, "text": "With respect to an assignment to an Affiliate, the assigning Party shall remain responsible for the performance by such Affiliate of the rights and obligations hereunder. Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "probability": 0.0010320094190529267 }, { "score": 7.883398056030273, "text": "Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect. All validly assigned and delegated rights and obligations of the Parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns of Harpoon or AbbVie, as the case may be.", "probability": 0.0009031613833782313 }, { "score": 7.858612060546875, "text": "Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How, including any current or former officer, employee, agent or consultant of Harpoon or any of its Affiliates, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Owned Patents and Harpoon Know-How to Harpoon.", "probability": 0.000881050778042153 }, { "score": 7.626708030700684, "text": "Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect. All validly assigned and delegated rights and obligations of the Parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns of Harpoon or AbbVie, as the case may be. The permitted assignee or transferee shall assume all obligations of its assignor or transferor under this Agreement.", "probability": 0.0006986928493276055 }, { "score": 7.6005072593688965, "text": "Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect. All validly assigned and delegated rights and obligations of the Parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns of Harpoon or AbbVie, as the case may be. The permitted assignee or transferee shall assume all obligations of its assignor or transferor under this Agreement. Without limiting the foregoing, the grant of rights set forth in this Agreement shall be binding upon any successor or permitted assignee of Harpoon, and the obligations of AbbVie, including the payment obligations, shall run in favor of any such successor or permitted assignee of Harpoon's benefits under this Agreement.", "probability": 0.0006806242963935675 }, { "score": 7.535865783691406, "text": "Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with Applicable Law.\n\n13.4 Assignment.\n\n13.4.1 Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates. With respect to an assignment to an Affiliate, the assigning Party shall remain responsible for the performance by such Affiliate of the rights and obligations hereunder. Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "probability": 0.0006380195874743775 }, { "score": 7.522354602813721, "text": "Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates. With respect to an assignment to an Affiliate, the assigning Party shall remain responsible for the performance by such Affiliate of the rights and obligations hereunder. Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect", "probability": 0.0006294571639081875 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Revenue/Profit Sharing": [ { "score": 13.119766235351562, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nWith respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "probability": 0.1956137109397873 }, { "score": 12.90516471862793, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.15783344559889295 }, { "score": 12.480100631713867, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.10318012510778918 }, { "score": 12.424232482910156, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.09757371069785442 }, { "text": "", "score": 12.103233337402344, "probability": 0.07078229890850467 }, { "score": 11.990586280822754, "text": "Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nWith respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "probability": 0.06324157375350448 }, { "score": 11.904869079589844, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate", "probability": 0.058046516411854134 }, { "score": 11.775984764099121, "text": "Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.05102727944098262 }, { "score": 11.466960906982422, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:", "probability": 0.03746235355792412 }, { "score": 11.350920677185059, "text": "Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.03335795563895131 }, { "score": 11.295052528381348, "text": "Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.031545411575985616 }, { "score": 10.811120986938477, "text": "No later than [***] following the Effective Date, AbbVie shall pay Harpoon an upfront, non-refundable, non-creditable amount equal to Thirty Million Dollars ($30,000,000).", "probability": 0.01944318462084191 }, { "score": 10.775689125061035, "text": "Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate", "probability": 0.018766338162892138 }, { "score": 10.288801193237305, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section is [***].\n\n6.5 Royalties.\n\n- 37 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n6.5.1 Royalty Rates. As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nWith respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "probability": 0.011532588493930329 }, { "score": 10.074199676513672, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section is [***].\n\n6.5 Royalties.\n\n- 37 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n6.5.1 Royalty Rates. As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.009305217767845852 }, { "score": 10.072610855102539, "text": "For that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nWith respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "probability": 0.00929044517723278 }, { "score": 10.021781921386719, "text": "Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nWith respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "probability": 0.00883002228158402 }, { "score": 9.99599838256836, "text": "With respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "probability": 0.008605263054796428 }, { "score": 9.858009338378906, "text": "For that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.007496115514733161 }, { "score": 9.798981666564941, "text": "Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]", "probability": 0.007066443294112763 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Price Restrictions": [ { "text": "", "score": 12.099708557128906, "probability": 0.46915811766532417 }, { "score": 11.668170928955078, "text": "The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management or policies of such entity.", "probability": 0.304722711765032 }, { "score": 10.998719215393066, "text": "In no event will the cumulative reductions under the foregoing Sections 6.5.3(a) through 6.5.3(d) reduce the [***] payable to Harpoon on any Licensed Product in any [***] by greater than [***] of the amounts otherwise payable under Section 6.5.1 for such Licensed Product.", "probability": 0.15601474277799832 }, { "score": 9.307496070861816, "text": "Harpoon shall provide up to [***] and AbbVie shall [***] as mutually agreed by the Parties in writing.", "probability": 0.028752576000305397 }, { "score": 8.730443000793457, "text": "In no event will the cumulative reductions under the foregoing Sections 6.5.3(a) through 6.5.3(d) reduce the [***] payable to Harpoon on any Licensed Product in any [***] by greater than [***] of the amounts otherwise payable under Section 6.5.1 for such Licensed Product. Credits not exhausted in any [***] may be carried into future [***], subject to the foregoing sentence.", "probability": 0.016146031520235138 }, { "score": 7.922285079956055, "text": "Harpoon shall provide up to [***] and AbbVie shall [***] as mutually agreed by the Parties in writing.\n\n3.6 Expenses and Invoicing. Except as expressly set forth in this Agreement, each Party shall bear all costs and expenses associated with the Development activities for which such Party is responsible under this Agreement and the Initial Development Plan; provided that (a) [***], Harpoon's obligation to bear out of pocket costs shall be limited to [***] (the \"[***]\") and AbbVie shall bear any out of pocket costs in", "probability": 0.007195935641034686 }, { "score": 7.456879138946533, "text": "In no event will the cumulative reductions under the foregoing Sections 6.5.3(a) through 6.5.3(d) reduce the [***] payable to Harpoon on any Licensed Product in any [***] by greater than [***] of the amounts otherwise payable under Section 6.5.1 for such Licensed Product", "probability": 0.0045181853017946215 }, { "score": 6.754336357116699, "text": "The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management or policies of such entity", "probability": 0.0022379665188870853 }, { "score": 6.4293646812438965, "text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate", "probability": 0.0016170378269675068 }, { "score": 6.406527996063232, "text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.0015805285057884188 }, { "score": 6.3779215812683105, "text": "In no event will the cumulative reductions under the foregoing Sections 6.5.3(a) through 6.5.3(d) reduce the [***] payable to Harpoon on any Licensed Product in any [***] by greater than [***] of the amounts otherwise payable under Section 6.5.1 for such Licensed Product. Credits not exhausted in any [***] may be carried into future [***], subject to the foregoing sentence.\n\n6.6 Royalty Payments and Reports. AbbVie shall calculate all amounts payable to Harpoon pursuant to Section 6.5 at the end of each [***], which amounts shall be converted to Dollars, in accordance with Section 6.7. AbbVie shall pay to Harpoon the royalty amounts due with respect to a given [***] within [***] after the end of such [***].", "probability": 0.0015359558236181766 }, { "score": 6.056474208831787, "text": "(d) if, and in such case from and after the date on which, a Licensed Product is Exploited in a country or other jurisdiction and such Licensed Product is not either or both (i) [***] or (ii) covered by (A) [***] Licensed Product in such country or other jurisdiction or (B) a [***] in such country or other jurisdiction, then the royalty rate set forth in Section 6.5.1 with respect to such country or other jurisdiction (for purposes of calculations under Section 6.5.1), shall be reduced by [***];.", "probability": 0.0011137197079792538 }, { "score": 5.993094444274902, "text": "(e) In no event will the cumulative reductions under the foregoing Sections 6.5.3(a) through 6.5.3(d) reduce the [***] payable to Harpoon on any Licensed Product in any [***] by greater than [***] of the amounts otherwise payable under Section 6.5.1 for such Licensed Product.", "probability": 0.001045322799388022 }, { "score": 5.749292373657227, "text": "If AbbVie terminates this Agreement with respect to a country or other jurisdiction, or in its entirety pursuant to Section 12.3, AbbVie shall have the right for at least [***] and no more than [***], which period shall be determined by Harpoon in its sole discretion, after the effective date of such termination with respect to such country or other jurisdiction to sell or otherwise dispose of all Licensed Compound or Licensed Product then in its inventory and any in-progress inventory, in each case that is intended for sale or disposition in such country or other jurisdiction, as though this Agreement had not terminated with respect to such country or other jurisdiction, and such sale or disposition shall not constitute infringement of Harpoon's or its Affiliates' Patent or other intellectual property or other proprietary rights.", "probability": 0.0008191596068439053 }, { "score": 5.546038627624512, "text": "[***] in each case ((A) and (B)) of the unit sales of such Licensed Product sold in that country or other jurisdiction by AbbVie, its Affiliates and Sublicensees.", "probability": 0.0006684925144750389 }, { "score": 5.491374969482422, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section 6.2 is [***].", "probability": 0.0006329310818882965 }, { "score": 5.462316036224365, "text": "No later than [***] following the Effective Date, AbbVie shall pay Harpoon an upfront, non-refundable, non-creditable amount equal to Thirty Million Dollars ($30,000,000).", "probability": 0.0006148034403814793 }, { "score": 5.427646636962891, "text": "with respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market, [***].", "probability": 0.0005938538280306654 }, { "score": 5.298403263092041, "text": "General Liability Insurance with a minimum limit of [***] and [***] in the aggregate", "probability": 0.0005218550328429634 }, { "score": 5.275566577911377, "text": "General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.0005100726411850532 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Minimum Commitment": [ { "score": 12.60628890991211, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section is [***].", "probability": 0.19856837586604842 }, { "score": 12.47857666015625, "text": "General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.1747613368799168 }, { "text": "", "score": 12.203946113586426, "probability": 0.13279289143903508 }, { "score": 12.088130950927734, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section 6.2 is [***].", "probability": 0.11827063846663642 }, { "score": 11.268682479858398, "text": "The types of insurance, and minimum limits shall be:\n\n(a) Worker's Compensation with statutory limits in compliance with the Worker's Compensation laws of the state or states in which the Party has employees in the United States (excluding Puerto Rico).\n\n(b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).", "probability": 0.05211887011863521 }, { "score": 11.200750350952148, "text": "General Liability Insurance with a minimum limit of [***] and [***] in the aggregate", "probability": 0.04869590521153731 }, { "score": 10.952556610107422, "text": "Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).", "probability": 0.03799297232510691 }, { "score": 10.783909797668457, "text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.03209673756144732 }, { "score": 10.626970291137695, "text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.02743487144892973 }, { "score": 10.579523086547852, "text": "If AbbVie terminates this Agreement with respect to a country or other jurisdiction, or in its entirety pursuant to Section 12.3, AbbVie shall have the right for at least [***] and no more than [***], which period shall be determined by Harpoon in its sole discretion, after the effective date of such termination with respect to such country or other jurisdiction to sell or otherwise dispose of all Licensed Compound or Licensed Product then in its inventory and any in-progress inventory, in each case that is intended for sale or disposition in such country or other jurisdiction, as though this Agreement had not terminated with respect to such country or other jurisdiction, and such sale or disposition shall not constitute infringement of Harpoon's or its Affiliates' Patent or other intellectual property or other proprietary rights.", "probability": 0.02616356202227185 }, { "score": 10.49171257019043, "text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate", "probability": 0.02396410687180489 }, { "score": 10.375274658203125, "text": "Each Party shall obtain and carry in full force and effect the minimum insurance requirements set forth herein. Such insurance (a) shall be primary insurance with respect to each Party's own participation under this Agreement, (b) shall be issued by a recognized insurer rated by A.M. Best \"A-VII\" (or its equivalent) or better, or an insurer pre- approved in writing by the other Party, and (c) shall list the other Party as an additional insured under the General Liability Policy.\n\n11.6.1 Types and Minimum Limits. The types of insurance, and minimum limits shall be:\n\n(a) Worker's Compensation with statutory limits in compliance with the Worker's Compensation laws of the state or states in which the Party has employees in the United States (excluding Puerto Rico).\n\n(b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).", "probability": 0.021330100665520806 }, { "score": 10.361224174499512, "text": "The types of insurance, and minimum limits shall be:\n\n(a) Worker's Compensation with statutory limits in compliance with the Worker's Compensation laws of the state or states in which the Party has employees in the United States (excluding Puerto Rico).\n\n(b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).\n\n- 61 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.021032498059949188 }, { "score": 10.069026947021484, "text": "The types of insurance, and minimum limits shall be:\n\n(a) Worker's Compensation with statutory limits in compliance with the Worker's Compensation laws of the state or states in which the Party has employees in the United States (excluding Puerto Rico).\n\n(b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).\n\n- 61 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate", "probability": 0.015703310354353774 }, { "score": 10.045099258422852, "text": "Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).\n\n- 61 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.015332026135060475 }, { "score": 9.864517211914062, "text": "(b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).", "probability": 0.012798932968524527 }, { "score": 9.752902030944824, "text": "Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).\n\n- 61 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate", "probability": 0.011447216782032572 }, { "score": 9.711444854736328, "text": "Each Party shall obtain and carry in full force and effect the minimum insurance requirements set forth herein.", "probability": 0.010982350107153909 }, { "score": 9.54870891571045, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section 6.3 is [***].", "probability": 0.009332972027449983 }, { "score": 9.532217979431152, "text": "General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.009180324688585154 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Volume Restriction": [ { "text": "", "score": 12.091900825500488, "probability": 0.27536559252623855 }, { "score": 11.95254898071289, "text": "Harpoon shall provide up to [***] and AbbVie shall [***] as mutually agreed by the Parties in writing.", "probability": 0.23954655865225521 }, { "score": 11.527609825134277, "text": "The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management or policies of such entity.", "probability": 0.15661783121010092 }, { "score": 11.334564208984375, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section 6.2 is [***].", "probability": 0.12912268844723424 }, { "score": 10.491178512573242, "text": "such Party enters into a merger, consolidation or similar transaction with another Person (whether or not such Party is the surviving entity) and as a result of such merger, consolidation or similar transaction (a) the members of the Board of Directors of such Party immediately prior to such transaction constitute less than a majority of the members of the Board of Directors of such Party or such surviving Person immediately following such transaction or (b) the Persons that beneficially owned, directly", "probability": 0.055555211563028825 }, { "score": 10.297405242919922, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section is [***].", "probability": 0.04576886514153929 }, { "score": 9.846317291259766, "text": "In no event will the cumulative reductions under the foregoing Sections 6.5.3(a) through 6.5.3(d) reduce the [***] payable to Harpoon on any Licensed Product in any [***] by greater than [***] of the amounts otherwise payable under Section 6.5.1 for such Licensed Product.", "probability": 0.02915178389149481 }, { "score": 9.66844367980957, "text": "Harpoon shall provide up to [***] and AbbVie shall [***] as mutually agreed by the Parties in writing.", "probability": 0.024401448527974125 }, { "score": 9.383291244506836, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section 6.3 is [***].", "probability": 0.01834744010831377 }, { "score": 8.265490531921387, "text": "or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction;", "probability": 0.0059995792906788505 }, { "score": 8.003450393676758, "text": "or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction; or\n\n1.31.3 such Party sells or transfers to any Third Party, in one (1) or more related transactions, properties or assets representing all or substantially all of such Party's assets to which this Agreement relates; or\n\n1.31.4 the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party.", "probability": 0.00461655709756806 }, { "score": 7.657564163208008, "text": "Harpoon shall provide up to [***] and AbbVie shall [***] as mutually agreed by the Parties in writing", "probability": 0.0032666434173197925 }, { "score": 7.296105861663818, "text": "The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management or policies of such entity", "probability": 0.002275738643782399 }, { "score": 7.212008476257324, "text": "Harpoon shall provide up to [***]", "probability": 0.002092181481931629 }, { "score": 7.191017150878906, "text": "6.2.4 upon [***], [***]; and\n\n6.2.5 upon [***] and [***], [***].\n\nEach milestone payment in this Section 6.2 shall be payable only upon the first achievement of such milestone and no amounts shall be due for subsequent or repeated achievements of such milestone, whether for the same or a different Licensed Compound or Licensed Product. The maximum aggregate amount payable by AbbVie pursuant to this Section 6.2 is [***].", "probability": 0.0020487215562356325 }, { "score": 6.919460296630859, "text": "with a Licensed Compound or Licensed Product, in each case in any form agreed upon between AbbVie and Harpoon at the time of the request.", "probability": 0.0015615190746477703 }, { "score": 6.763842582702637, "text": "In partial consideration of the rights granted by Harpoon to AbbVie hereunder and subject to the terms and conditions set forth in this Agreement, AbbVie shall pay to Harpoon the following non- refundable milestone payments due within [***] after the end of the [***] in which such milestone was achieved for the aggregate sales of all Licensed Products in the Territory, calculated as follows:[***].\n\nEach milestone payment in this Section 6.4 shall be payable only upon the first achievement of such milestone in a [***], and no amounts shall be due for subsequent or repeated achievements of such milestone in subsequent [***], whether for the same or a different Licensed Compound or Licensed Product. The maximum aggregate amount payable by AbbVie pursuant to this Section is [***].", "probability": 0.0013364828163742973 }, { "score": 6.682406425476074, "text": "or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction; or", "probability": 0.001231958577151545 }, { "score": 6.351312637329102, "text": "If AbbVie terminates this Agreement with respect to a country or other jurisdiction, or in its entirety pursuant to Section 12.3, AbbVie shall have the right for at least [***] and no more than [***],", "probability": 0.0008847160383850703 }, { "score": 6.261204242706299, "text": "(b) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of a Person (or, with respect to a limited partnership or other similar entity, its general partner or controlling entity). The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management or policies of such entity.", "probability": 0.0008084819377452898 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.310029983520508, "probability": 0.24239406599183166 }, { "score": 12.104504585266113, "text": "Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How, including any current or former officer, employee, agent or consultant of Harpoon or any of its Affiliates, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Owned Patents and Harpoon Know-How to Harpoon.", "probability": 0.19736195450292082 }, { "score": 12.060675621032715, "text": "Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How, including any current or former officer, employee, agent or consultant of Harpoon or any of its Affiliates, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Owned Patents and Harpoon Know-How to Harpoon.", "probability": 0.18889860907180797 }, { "score": 11.554443359375, "text": "All rights in all inventions and discoveries, made, developed, or conceived by any employee or independent contractor of Harpoon or any of its Affiliates, and included in Harpoon Know-How or that are the subject of one (1) or more Existing Patents have been assigned in writing to Harpoon or such Affiliate.", "probability": 0.11386097077396923 }, { "score": 11.173700332641602, "text": "Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How, including any current or former officer, employee, agent or consultant of Harpoon or any of its Affiliates, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Owned Patents and Harpoon Know-How to Harpoon. To Harpoon's Knowledge, no current or former officer, employee, agent, or consultant of Harpoon or any of its Affiliates is in material violation of any term of any assignment or other agreement regarding the protection of Patents or other intellectual property or proprietary information of Harpoon or any Third Party related to the Harpoon Patents, Harpoon Know-How, Licensed Compounds or Licensed Products.\n\n10.2.9 All rights in all inventions and discoveries, made, developed, or conceived by any employee or independent contractor of Harpoon or any of its Affiliates, and included in Harpoon Know-How or that are the subject of one (1) or more Existing Patents have been assigned in writing to Harpoon or such Affiliate.", "probability": 0.07780728954800169 }, { "score": 10.271821022033691, "text": "All Regulatory Documentation (including all Regulatory Approvals and Product Labeling) specifically relating to the Licensed Compounds or Licensed Products with respect to the Territory shall be owned by, and shall be the sole property and held in the name of, AbbVie or its designated Affiliate, Sublicensee or designee.", "probability": 0.03157468879645254 }, { "score": 10.071572303771973, "text": "AbbVie shall [***], within a reasonable time following the effective date of termination, [***] that was transferred by Harpoon to AbbVie with respect to each Harpoon Reversion Product.", "probability": 0.02584473987829132 }, { "score": 9.872739791870117, "text": "AbbVie shall [***], within a reasonable time following the effective date of termination, [***] that was transferred by Harpoon to AbbVie with respect to each Harpoon Reversion Product.\n\n12.7.3 At Harpoon's request, AbbVie shall [***] in connection with Harpoon Reversion Products prior to reversion of such Harpoon Reversion Products.\n\n12.7.4 AbbVie shall [***] pertaining to the applicable Harpoon Reversion Products in its possession or Control.\n\n12.7.5 With respect to any Licensed Product that becomes a Harpoon Reversion Product during any period in which AbbVie is [***] for such Licensed Product, AbbVie shall [***]", "probability": 0.021184601681995104 }, { "score": 9.826746940612793, "text": "All rights in all inventions and discoveries, made, developed, or conceived by any employee or independent contractor of Harpoon or any of its Affiliates, and included in Harpoon Know-How or that are the subject of one (1) or more Existing Patents have been assigned in writing to Harpoon or such Affiliate.", "probability": 0.020232328193792327 }, { "score": 9.664386749267578, "text": "Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How, including any current or former officer, employee, agent or consultant of Harpoon or any of its Affiliates, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Owned Patents and Harpoon Know-How to Harpoon", "probability": 0.017200209077443823 }, { "score": 9.64730167388916, "text": "Each Party shall cause all Persons who perform activities for such Party under this Agreement to prospectively or be under an obligation to assign (or, if Applicable Law does not permit such Person to agree to such assignment obligation despite such Party's using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) all of their rights in any Information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained).", "probability": 0.016908838341875097 }, { "score": 9.613697052001953, "text": "Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How, including any current or former officer, employee, agent or consultant of Harpoon or any of its Affiliates, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Owned Patents and Harpoon Know-How to Harpoon", "probability": 0.01635006449763957 }, { "score": 9.037342071533203, "text": "All rights in all inventions and discoveries, made, developed, or conceived by any employee or independent contractor of Harpoon or any of its Affiliates, and included in Harpoon Know-How or that are the subject of one (1) or more Existing Patents have been assigned in writing to Harpoon or such Affiliate.\n\n10.2.10 Harpoon has obtained the right (including under any Patents and other intellectual property rights) to use all material Information and other materials (including any formulations and manufacturing processes and procedures) developed or delivered by any Third Party under any agreements between Harpoon and any such Third Party that is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds, and Harpoon has the rights under each such agreement to license and transfer such Information or other materials to AbbVie and its designees and to grant AbbVie the right to use such Information or other materials in the Development or Commercialization of the Licensed Compounds or the Licensed Products as set forth in this Agreement.", "probability": 0.009187803166202895 }, { "score": 8.571033477783203, "text": "patent applications were to issue as patents) for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint Patents.", "probability": 0.005763634515132897 }, { "score": 8.014180183410645, "text": "With respect to any Licensed Product that becomes a Harpoon Reversion Product during any period in which AbbVie is [***] for such Licensed Product, AbbVie shall [***]", "probability": 0.0033026163033488595 }, { "score": 7.856515407562256, "text": "AbbVie shall have the right, at any time [***] the License Option Exercise Closing Date, as applicable, to require Harpoon to effect a one-time full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer of Licensed Compound or Licensed Product) of all Harpoon Know-How specifically relating to the then-current process for the Manufacture of the Licensed Compound and Licensed Products, including process qualification and validation, quality assurance and quality control but excluding [***] (the \"Manufacturing Process\") and to implement the Manufacturing Process at a facility designated by AbbVie (such transfer and implementation, as more fully described in this Section 4.5.2, the \"Manufacturing Technology Transfer\").", "probability": 0.0028208836803975132 }, { "score": 7.770531177520752, "text": "Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How, including any current or former officer, employee, agent or consultant of Harpoon or any of its Affiliates, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Owned Patents and Harpoon Know-How to Harpoon. To Harpoon's Knowledge, no current or former officer, employee, agent, or consultant of Harpoon or any of its Affiliates is in material violation of any term of any assignment or other agreement regarding the protection of Patents or other intellectual property or proprietary information of Harpoon or any Third Party related to the Harpoon Patents, Harpoon Know-How, Licensed Compounds or Licensed Products.\n\n10.2.9 All rights in all inventions and discoveries, made, developed, or conceived by any employee or independent contractor of Harpoon or any of its Affiliates, and included in Harpoon Know-How or that are the subject of one (1) or more Existing Patents have been assigned in writing to Harpoon or such Affiliate", "probability": 0.0025884674117776147 }, { "score": 7.710411548614502, "text": "Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How, including any current or former officer, employee, agent or consultant of Harpoon or any of its Affiliates, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Owned Patents and Harpoon Know-How to Harpoon. To Harpoon's Knowledge, no current or former officer, employee, agent, or consultant of Harpoon or any of its Affiliates is in material violation of any term of any assignment or other agreement regarding the protection of Patents or other intellectual property or proprietary information of Harpoon or any Third Party related to the Harpoon Patents, Harpoon Know-How, Licensed Compounds or Licensed Products.", "probability": 0.0024374351996019348 }, { "score": 7.621150016784668, "text": "Each Party shall cause all Persons who perform activities for such Party under this Agreement to prospectively or be under an obligation to assign (or, if Applicable Law does not permit such Person to agree to such assignment obligation despite such Party's using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) all of their rights in any Information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained).\n\n(b) Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Know-How or Joint Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.", "probability": 0.0022292936957236478 }, { "score": 7.538039207458496, "text": "with a Licensed Compound or Licensed Product, in each case in any form agreed upon between AbbVie and Harpoon at the time of the request.", "probability": 0.0020515056717933383 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Joint Ip Ownership": [ { "score": 12.655817031860352, "text": "Subject to Section 3.8.2(c), as between the Parties, each Party, or their respective Affiliates, shall own an equal, undivided interest in and to any and all (a) Information and inventions that are conceived, discovered, developed or otherwise made jointly by or on behalf of Harpoon or its Affiliates (including subcontractors thereof), on the one hand, and AbbVie or its Affiliates (including subcontractors thereof), on the other hand, in connection with the work conducted under or in connection with this Agreement, in each case whether or not patented or patentable (the \"Joint Know-How\"), and (b) Patents (the \"Joint Patents\") and other intellectual property rights with respect to the Information and inventions described in subclause (a) (together with Joint Know-How and Joint Patents, the \"Joint Intellectual Property Rights\").", "probability": 0.13449803057540183 }, { "text": "", "score": 12.233949661254883, "probability": 0.08820663489648324 }, { "score": 12.01055908203125, "text": "Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Know-How or Joint Patents by Persons who perform activities for it under this Agreement.", "probability": 0.07054787846956266 }, { "score": 11.953970909118652, "text": "Subject to Section 3.8.2(c), as between the Parties, each Party, or their respective Affiliates, shall own an equal, undivided interest in and to any and all (a) Information and inventions that are conceived, discovered, developed or otherwise made jointly by or on behalf of Harpoon or its Affiliates (including subcontractors thereof), on the one hand, and AbbVie or its Affiliates (including subcontractors thereof), on the other hand, in connection with the work conducted under or in connection with this Agreement, in each case whether or not patented or patentable (the \"Joint Know-How\"), and (b) Patents (the \"Joint Patents\") and other intellectual property rights with respect to the Information and inventions described in subclause (a) (together with Joint Know-How and Joint Patents, the \"Joint Intellectual Property Rights\"). Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents.", "probability": 0.06666655705015652 }, { "score": 11.722484588623047, "text": "Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Know-How or Joint Patents by Persons who perform activities for it under this Agreement.", "probability": 0.05289014957616893 }, { "score": 11.687239646911621, "text": "preparation, filing, prosecution, and maintenance of all Harpoon Patents that [***](\"Product-Specific Patents\") and Joint Patents, at AbbVie's sole cost and expense.", "probability": 0.051058507007542844 }, { "score": 11.660751342773438, "text": "Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Know-How or Joint Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.\n\n7.2 Maintenance and Prosecution of Patents.\n\n7.2.1 Patent Prosecution and Maintenance of Harpoon Patents and Joint Patents.\n\n(a) Subject to Section 7.2.1(b), Harpoon shall have the right, but not the obligation, through the use of internal or outside counsel to prepare, file, prosecute, and maintain the Harpoon Patents and Joint Patents worldwide, at Harpoon's sole cost and expense. Where a Harpoon Patent or Joint Patent [***]. Harpoon shall [***] with regard to the preparation, filing, prosecution, and maintenance of such Harpoon Patents or Joint Patents, including by providing AbbVie with a copy of material communications to and from any patent authority in the Territory regarding such Harpoon Patents or Joint Patents, and by providing AbbVie drafts of any material filings or responses to be made to such patent authorities in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for AbbVie to review and comment thereon.", "probability": 0.04972380872985351 }, { "score": 11.564613342285156, "text": "Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Know-How or Joint Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.\n\n7.2 Maintenance and Prosecution of Patents.\n\n7.2.1 Patent Prosecution and Maintenance of Harpoon Patents and Joint Patents.\n\n(a) Subject to Section 7.2.1(b), Harpoon shall have the right, but not the obligation, through the use of internal or outside counsel to prepare, file, prosecute, and maintain the Harpoon Patents and Joint Patents worldwide, at Harpoon's sole cost and expense.", "probability": 0.04516605760485768 }, { "score": 11.5029296875, "text": "Except as expressly provided herein, Harpoon grants no other right or license, including any rights or licenses to the Harpoon Patents, the Harpoon Know-How, Harpoon's interests in the Joint Patents and Joint Know-How, the Regulatory Documentation or any other Patent or intellectual property rights not otherwise expressly granted herein. For clarity, if AbbVie does not exercise its License Option, Harpoon retains all rights under Harpoon's interests in the Joint Patents and the Joint Know-How, if any, to Exploit the Licensed Compounds and Licensed Products in its sole discretion without duty to account to AbbVie in connection with such use or Exploitation.", "probability": 0.042464235839870995 }, { "score": 11.49014663696289, "text": "patent applications were to issue as patents) for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint Patents.", "probability": 0.04192486809434239 }, { "score": 11.488764762878418, "text": "Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents.", "probability": 0.04186697321655639 }, { "score": 11.479776382446289, "text": "patent applications were to issue as patents) for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint Patents.", "probability": 0.04149234311490616 }, { "score": 11.42883014678955, "text": "Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Sections 5.1 and 5.2 and, in the case of Harpoon, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent from or accounting to the other Party.", "probability": 0.03943140859930626 }, { "score": 11.414755821228027, "text": "Subject to the licenses and rights of reference granted under Sections 5.1 and 5.2 and, in the case of Harpoon, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent from or accounting to the other Party.", "probability": 0.038880325277197224 }, { "score": 11.394218444824219, "text": "For clarity, if AbbVie does not exercise its License Option, Harpoon retains all rights under Harpoon's interests in the Joint Patents and the Joint Know-How, if any, to Exploit the Licensed Compounds and Licensed Products in its sole discretion without duty to account to AbbVie in connection with such use or Exploitation.", "probability": 0.03808996910315579 }, { "score": 11.323002815246582, "text": "Subject to Section 3.8.2(c) and Section 7.1.2, as between the Parties, each Party, or their respective Affiliates, shall own and retain all right, title, and interest in and to any and all: (a) Information and inventions that are conceived, discovered, developed, or otherwise made by or on behalf of such Party or its Affiliates (including subcontractors thereof) under or in connection with this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect thereto, except to the extent that any such Information or invention or any Patent or intellectual property rights with respect thereto, is Joint Know-How or Joint Patents, and (b) other Information, inventions, Patents, and other intellectual property rights that are owned or otherwise Controlled (other than pursuant to the license grants set forth in Sections 5.1 and 5.2) by such Party or its Affiliates.", "probability": 0.03547170511840677 }, { "score": 11.229928016662598, "text": "Subject to Section 7.2.1(b), Harpoon shall have the right, but not the obligation, through the use of internal or outside counsel to prepare, file, prosecute, and maintain the Harpoon Patents and Joint Patents worldwide, at Harpoon's sole cost and expense. Where a Harpoon Patent or Joint Patent [***]. Harpoon shall [***] with regard to the preparation, filing, prosecution, and maintenance of such Harpoon Patents or Joint Patents, including by providing AbbVie with a copy of material communications to and from any patent authority in the Territory regarding such Harpoon Patents or Joint Patents, and by providing AbbVie drafts of any material filings or responses to be made to such patent authorities in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for AbbVie to review and comment thereon.", "probability": 0.03231916962977737 }, { "score": 11.202595710754395, "text": "preparation, filing, prosecution, and maintenance of all Harpoon Patents that [***](\"Product-Specific Patents\") and Joint Patents, at AbbVie's sole cost and expense. For clarity, Product-Specific Patents shall not include [***], including any Patent that [***] as long as such Harpoon Patent does not include any claim [***]. AbbVie shall keep Harpoon fully informed of all material steps with regard to the preparation, filing, prosecution, and maintenance of Product-Specific Patents or Joint Patents.", "probability": 0.031447775057886686 }, { "score": 11.1337890625, "text": "Subject to Section 7.2.1(b), Harpoon shall have the right, but not the obligation, through the use of internal or outside counsel to prepare, file, prosecute, and maintain the Harpoon Patents and Joint Patents worldwide, at Harpoon's sole cost and expense.", "probability": 0.029356723115569437 }, { "score": 11.1040620803833, "text": "Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Know-How or Joint Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.\n\n7.2 Maintenance and Prosecution of Patents.\n\n7.2.1 Patent Prosecution and Maintenance of Harpoon Patents and Joint Patents.\n\n(a) Subject to Section 7.2.1(b), Harpoon shall have the right, but not the obligation, through the use of internal or outside counsel to prepare, file, prosecute, and maintain the Harpoon Patents and Joint Patents worldwide, at Harpoon's sole cost and expense. Where a Harpoon Patent or Joint Patent [***].", "probability": 0.028496879922997397 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__License Grant": [ { "score": 12.543630599975586, "text": "Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan.", "probability": 0.28094541263681383 }, { "score": 12.096311569213867, "text": "Effective on the License Option Exercise Closing Date, AbbVie (itself or through its Affiliates or Sublicensees) shall have the sole right to Commercialize Licensed Compounds and Licensed Products in the Territory at its own cost and expense.", "probability": 0.17961961388551642 }, { "text": "", "score": 11.778818130493164, "probability": 0.13075795205883198 }, { "score": 11.706456184387207, "text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).", "probability": 0.12163028268851017 }, { "score": 11.675107955932617, "text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).\n\n5.1.2 Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "probability": 0.11787653290209352 }, { "score": 11.353418350219727, "text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "probability": 0.08545142959611578 }, { "score": 10.338680267333984, "text": "At Harpoon's sole election by written notice to AbbVie, AbbVie shall grant, and hereby grants to Harpoon, effective as of the effective date of termination, [***] (the \"AbbVie Reversion IP\"); provided that the foregoing license shall exclude (1) any license or other rights with respect to any active ingredient that is not a Licensed Compound and (2) any license or other rights with respect to any other Patents or Know-How owned or controlled by AbbVie or any of its Affiliates.", "probability": 0.030975917778898344 }, { "score": 9.502427101135254, "text": "Harpoon has the right to use and license (or sublicense as the case may be) to AbbVie all Information and Patents necessary to Develop, Manufacture and Commercialize the Licensed Compounds and the Licensed Products as contemplated herein.", "probability": 0.013422828683852084 }, { "score": 8.930078506469727, "text": "patent applications were to issue as patents) for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint Patents.", "probability": 0.007573143931883121 }, { "score": 8.555315971374512, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;", "probability": 0.005206176768619388 }, { "score": 8.399428367614746, "text": "Harpoon has obtained the right (including under any Patents and other intellectual property rights) to use all material Information and other materials (including any formulations and manufacturing processes and procedures) developed or delivered by any Third Party under any agreements between Harpoon and any such Third Party that is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds, and Harpoon has the rights under each such agreement to license and transfer such Information or other materials to AbbVie and its designees and to grant AbbVie the right to use such Information or other materials in the Development or Commercialization of the Licensed Compounds or the Licensed Products as set forth in this Agreement.", "probability": 0.004454693043701094 }, { "score": 8.320422172546387, "text": "At Harpoon's sole election by written notice to AbbVie, AbbVie shall grant, and hereby grants to Harpoon, effective as of the effective date of termination, [***] (the \"AbbVie Reversion IP\"); provided that the foregoing license shall exclude (1) any license or other rights with respect to any active ingredient that is not a Licensed Compound and (2) any license or other rights with respect to any other Patents or Know-How owned or controlled by AbbVie or any of its Affiliates. The foregoing license under the AbbVie Reversion IP shall be payable on a country-by-country basis and [***] (applied mutatis mutandis to Harpoon) by Harpoon, its Affiliates or sublicensees of Harpoon Reversion Products, beginning [***].", "probability": 0.004116288722758599 }, { "score": 8.143537521362305, "text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any", "probability": 0.0034489412875370142 }, { "score": 8.09721565246582, "text": "(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.", "probability": 0.003292823626637012 }, { "score": 7.822824001312256, "text": "Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan", "probability": 0.002502659060233783 }, { "score": 7.822521209716797, "text": "Upon the Effective Date, Harpoon hereby grants to AbbVie the exclusive right, but not the obligation, to obtain the licenses set forth in Section 5.1.3 (the \"License Option\").", "probability": 0.0025019013908177995 }, { "score": 7.637142181396484, "text": "Upon the Effective Date, Harpoon hereby grants to AbbVie the exclusive right, but not the obligation, to obtain the licenses set forth in Section 5.1.3 (the \"License Option\").", "probability": 0.0020785529839142 }, { "score": 7.332729339599609, "text": "Harpoon is entitled to grant the licenses specified herein. The Owned Patents and In-Licensed Patents represent all of the Existing Patents.\n\n10.2.4 Harpoon has the right to use and license (or sublicense as the case may be) to AbbVie all Information and Patents necessary to Develop, Manufacture and Commercialize the Licensed Compounds and the Licensed Products as contemplated herein.", "probability": 0.0015330498679489858 }, { "score": 7.229922771453857, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:", "probability": 0.0013832731807888235 }, { "score": 7.111285209655762, "text": "with a Licensed Compound or Licensed Product, in each case in any form agreed upon between AbbVie and Harpoon at the time of the request.", "probability": 0.0012285259045282184 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Transferable License": [ { "text": "", "score": 12.079309463500977, "probability": 0.35613337491813213 }, { "score": 11.652202606201172, "text": "Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan.", "probability": 0.23233921839795052 }, { "score": 10.284367561340332, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;\n\n(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.", "probability": 0.059166967643957215 }, { "score": 10.260903358459473, "text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "probability": 0.05779482300582614 }, { "score": 10.024795532226562, "text": "Harpoon has the right to use and license (or sublicense as the case may be) to AbbVie all Information and Patents necessary to Develop, Manufacture and Commercialize the Licensed Compounds and the Licensed Products as contemplated herein.", "probability": 0.04564031277504504 }, { "score": 10.002538681030273, "text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***]. For clarity, with respect [***], AbbVie acknowledges and agrees that [***]. AbbVie further acknowledges and agrees that no sublicense is granted to AbbVie under certain intellectual property rights licensed from [***].", "probability": 0.04463572408525023 }, { "score": 9.594975471496582, "text": "AbbVie further acknowledges and agrees that no sublicense is granted to AbbVie under certain intellectual property rights licensed from [***].", "probability": 0.029694781322756103 }, { "score": 9.56333065032959, "text": "AbbVie shall have the right, at any time [***] the License Option Exercise Closing Date, as applicable, to require Harpoon to effect a one-time full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer of Licensed Compound or Licensed Product) of all Harpoon Know-How specifically relating to the then-current process for the Manufacture of the Licensed Compound and Licensed Products, including process qualification and validation, quality assurance and quality control but excluding [***] (the \"Manufacturing Process\") and to implement the Manufacturing Process at a facility designated by AbbVie (such transfer and implementation, as more fully described in this Section 4.5.2, the \"Manufacturing Technology Transfer\").", "probability": 0.0287698077767741 }, { "score": 9.440900802612305, "text": "Without limiting the foregoing, if Harpoon makes any invention, discovery, or improvement specifically relating to the Manufacture of a Licensed Compound or a Licensed Product during the Term, Harpoon shall promptly disclose such invention, discovery, or improvement to AbbVie, and shall, at AbbVie's request, perform technology transfer with respect to such invention, discovery, or improvement in the same manner as provided in Section 4.5.2, provided that any such further technology transfer occurring (a) prior to the License Option Exercise Closing Date shall be at Harpoon's sole expense and (b) after the License Option Exercise Closing Date shall be at AbbVie's sole expense.", "probability": 0.025454604460175535 }, { "score": 9.437893867492676, "text": "Following the expiration of the Term pursuant to clause (a) (but not clause (b)) of Section 12.1.1, the grants in Section 5.1.3 shall become non-exclusive, fully-paid, royalty-free and irrevocable.", "probability": 0.025378179076737062 }, { "score": 8.97021484375, "text": "or relates to such participation or access and is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds or Licensed Products, in each case prior to the performance of or participation in such activities, such that Harpoon shall, by virtue of this Agreement, receive from AbbVie, without additional consideration, the licenses specified in Section 5.2.", "probability": 0.01589827622114005 }, { "score": 8.842151641845703, "text": "Notwithstanding the exclusive licenses granted to AbbVie pursuant to Section 5.1.3, Harpoon retains the right to practice under the Harpoon Patents, the Harpoon Know-How, Harpoon's interests in the Joint Patents and the Joint Know-How, Regulatory Approvals and any other Regulatory Documentation (a) to perform (and to sublicense Third Parties to perform as permitted hereunder) its obligations under this Agreement and (b) for any purpose outside the scope of the licenses and rights granted pursuant to Sections 3.2.3 and 5.1, including to Exploit any products or services other than Licensed Compounds or Licensed Products, subject to Section 5.8.", "probability": 0.01398726800583461 }, { "score": 8.664312362670898, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;", "probability": 0.011708419618439866 }, { "score": 8.462985038757324, "text": "Each Party shall have the right to subcontract any of its Development activities to a Third Party (a \"Third Party Provider\"); provided that, solely with respect of Third Party Providers performing services that are critical or material to the Licensed Compound or Licensed Products (such as contract research organizations and contract manufacturing organizations,) Harpoon must (a) [***] (b) except with respect to Third Party Providers [***] and (c) obtain a written undertaking from the Third Party Provider sufficient for Harpoon to comply with the applicable terms and conditions of this Agreement, including the confidentiality provisions of Article 9.", "probability": 0.009573327867723814 }, { "score": 8.324137687683105, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.008332250048060076 }, { "score": 8.28976058959961, "text": "Promptly after the License Option Exercise Closing Date and upon a mutually agreed upon date, but in any event no later than [***] after the License Option Exercise Closing Date, Harpoon shall transition to AbbVie all INDs for Licensed Compounds and Licensed Products.", "probability": 0.00805067899786126 }, { "score": 8.236947059631348, "text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).", "probability": 0.007636526899139027 }, { "score": 8.096863746643066, "text": "out [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***]. AbbVie shall have final decision making authority with respect to all [***].\n\n3.3.1 If AbbVie [***] and does not subsequently exercise the License Option, then AbbVie shall [***].", "probability": 0.006638324467923291 }, { "score": 8.093000411987305, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:", "probability": 0.006612727874889152 }, { "score": 8.084141731262207, "text": "AbbVie shall [***], within a reasonable time following the effective date of termination, [***] that was transferred by Harpoon to AbbVie with respect to each Harpoon Reversion Product.", "probability": 0.0065544065363848944 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Affiliate License-Licensor": [ { "score": 13.507054328918457, "text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).", "probability": 0.3322643161277633 }, { "text": "", "score": 12.10268783569336, "probability": 0.08157838130335149 }, { "score": 12.030302047729492, "text": "Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan.", "probability": 0.0758819242524152 }, { "score": 11.907143592834473, "text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "probability": 0.0670889968393741 }, { "score": 11.81973934173584, "text": "At Harpoon's sole election by written notice to AbbVie, AbbVie shall grant, and hereby grants to Harpoon, effective as of the effective date of termination, [***] (the \"AbbVie Reversion IP\"); provided that the foregoing license shall exclude (1) any license or other rights with respect to any active ingredient that is not a Licensed Compound and (2) any license or other rights with respect to any other Patents or Know-How owned or controlled by AbbVie or any of its Affiliates.", "probability": 0.0614740907792316 }, { "score": 11.546792984008789, "text": "Notwithstanding the foregoing, to the extent required by Applicable Law in a country or other jurisdiction in the Territory, the promotional materials, packaging, and Product Labeling for the Licensed Products used by AbbVie and its Affiliates in connection with the Licensed Products in such country or other jurisdiction shall contain (a) the corporate name of Harpoon (and to the extent required, Harpoon grants AbbVie a license, with the right to sublicense, to use the same solely for such purpose), and (b) the logo and corporate name of the manufacturer (if other than AbbVie or an Affiliate).", "probability": 0.04678999697259069 }, { "score": 11.44272232055664, "text": "All rights in all inventions and discoveries, made, developed, or conceived by any employee or independent contractor of Harpoon or any of its Affiliates, and included in Harpoon Know-How or that are the subject of one (1) or more Existing Patents have been assigned in writing to Harpoon or such Affiliate.", "probability": 0.042165349283543804 }, { "score": 11.266267776489258, "text": "All rights in all inventions and discoveries, made, developed, or conceived by any employee or independent contractor of Harpoon or any of its Affiliates, and included in Harpoon Know-How or that are the subject of one (1) or more Existing Patents have been assigned in writing to Harpoon or such Affiliate.\n\n10.2.10 Harpoon has obtained the right (including under any Patents and other intellectual property rights) to use all material Information and other materials (including any formulations and manufacturing processes and procedures) developed or delivered by any Third Party under any agreements between Harpoon and any such Third Party that is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds, and Harpoon has the rights under each such agreement to license and transfer such Information or other materials to AbbVie and its designees and to grant AbbVie the right to use such Information or other materials in the Development or Commercialization of the Licensed Compounds or the Licensed Products as set forth in this Agreement.", "probability": 0.03534455087512667 }, { "score": 11.244417190551758, "text": "Effective on the License Option Exercise Closing Date, AbbVie (itself or through its Affiliates or Sublicensees) shall have the sole right to Commercialize Licensed Compounds and Licensed Products in the Territory at its own cost and expense.", "probability": 0.03458062820202736 }, { "score": 11.205850601196289, "text": "At Harpoon's sole election by written notice to AbbVie, AbbVie shall grant, and hereby grants to Harpoon, effective as of the effective date of termination, [***] (the \"AbbVie Reversion IP\"); provided that the foregoing license shall exclude (1) any license or other rights with respect to any active ingredient that is not a Licensed Compound and (2) any license or other rights with respect to any other Patents or Know-How owned or controlled by AbbVie or any of its Affiliates.", "probability": 0.03327236116695674 }, { "score": 11.168159484863281, "text": "Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan.\n\n5.3 Sublicenses. AbbVie shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of Sublicensees, under the licenses and rights of reference granted in Sections 5.1.1, 5.1.2 and 5.1.3, to its Affiliates and other Persons; provided that any such sublicenses shall be consistent with the terms and conditions of this Agreement and AbbVie shall remain liable for its obligations under this Agreement and for the performance of all Sublicensees.", "probability": 0.032041628276699166 }, { "score": 11.092308044433594, "text": "At Harpoon's sole election by written notice to AbbVie, AbbVie shall grant, and hereby grants to Harpoon, effective as of the effective date of termination, [***] (the \"AbbVie Reversion IP\"); provided that the foregoing license shall exclude (1) any license or other rights with respect to any active ingredient that is not a Licensed Compound and (2) any license or other rights with respect to any other Patents or Know-How owned or controlled by AbbVie or any of its Affiliates. The foregoing license under the AbbVie Reversion IP shall be payable on a country-by-country basis and [***] (applied mutatis mutandis to Harpoon) by Harpoon, its Affiliates or sublicensees of Harpoon Reversion Products, beginning [***].", "probability": 0.029701112428161543 }, { "score": 10.963955879211426, "text": "Where AbbVie or its Affiliates appoints such a Person and such Person is not an Affiliate of AbbVie and does not have rights to, and does not, Manufacture any Licensed Product (except solely to package or label such Licensed Product purchased in bulk form from AbbVie or its Affiliates), that Person shall be a \"Distributor\" for purposes of this Agreement.", "probability": 0.026123422753187138 }, { "score": 10.711264610290527, "text": "AbbVie shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of Sublicensees, under the licenses and rights of reference granted in Sections 5.1.1, 5.1.2 and 5.1.3, to its Affiliates and other Persons; provided that any such sublicenses shall be consistent with the terms and conditions of this Agreement and AbbVie shall remain liable for its obligations under this Agreement and for the performance of all Sublicensees.", "probability": 0.020290261998752952 }, { "score": 10.679008483886719, "text": "The foregoing license under the AbbVie Reversion IP shall be payable on a country-by-country basis and [***] (applied mutatis mutandis to Harpoon) by Harpoon, its Affiliates or sublicensees of Harpoon Reversion Products, beginning [***].", "probability": 0.01964621973783552 }, { "score": 10.383119583129883, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].", "probability": 0.014614234789359774 }, { "score": 10.344731330871582, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;", "probability": 0.01406385157067791 }, { "score": 10.286893844604492, "text": "Harpoon has obtained the right (including under any Patents and other intellectual property rights) to use all material Information and other materials (including any formulations and manufacturing processes and procedures) developed or delivered by any Third Party under any agreements between Harpoon and any such Third Party that is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds, and Harpoon has the rights under each such agreement to license and transfer such Information or other materials to AbbVie and its designees and to grant AbbVie the right to use such Information or other materials in the Development or Commercialization of the Licensed Compounds or the Licensed Products as set forth in this Agreement.", "probability": 0.01327350974777514 }, { "score": 9.999187469482422, "text": "Notwithstanding the foregoing, to the extent required by Applicable Law in a country or other jurisdiction in the Territory, the promotional materials, packaging, and Product Labeling for the Licensed Products used by AbbVie and its Affiliates in connection with the Licensed Products in such country or other jurisdiction shall contain (a) the corporate name of Harpoon (and to the extent required, Harpoon grants AbbVie a license, with the right to sublicense, to use the same solely for such purpose), and (b) the logo and corporate name of the manufacturer (if other than AbbVie or an Affiliate).\n\n4.5 Commercial Supply of Licensed Compounds or Licensed Products.\n\n4.5.1 Commercial Supply of Licensed Compounds or Licensed Products. Effective on the License Option Exercise Closing Date, as between the Parties, AbbVie shall have the sole right, at its expense, to Manufacture (or have Manufactured) and supply the Licensed Compound and Licensed Products for commercial sale in the Territory by AbbVie and its Affiliates and Sublicensees.", "probability": 0.009954890377472943 }, { "score": 9.988622665405273, "text": "[***] in each case ((A) and (B)) of the unit sales of such Licensed Product sold in that country or other jurisdiction by AbbVie, its Affiliates and Sublicensees.", "probability": 0.009850272517697004 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.201011657714844, "probability": 0.14850970314998535 }, { "score": 12.112617492675781, "text": "Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan.", "probability": 0.13594578032267113 }, { "score": 11.827513694763184, "text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).", "probability": 0.10222255357884595 }, { "score": 11.8123779296875, "text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).\n\n5.1.2 Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "probability": 0.10068698732279958 }, { "score": 11.611949920654297, "text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "probability": 0.08240025735286376 }, { "score": 11.347718238830566, "text": "Effective on the License Option Exercise Closing Date, AbbVie (itself or through its Affiliates or Sublicensees) shall have the sole right to Commercialize Licensed Compounds and Licensed Products in the Territory at its own cost and expense.", "probability": 0.06326655789829347 }, { "score": 11.295616149902344, "text": "At Harpoon's sole election by written notice to AbbVie, AbbVie shall grant, and hereby grants to Harpoon, effective as of the effective date of termination, [***] (the \"AbbVie Reversion IP\"); provided that the foregoing license shall exclude (1) any license or other rights with respect to any active ingredient that is not a Licensed Compound and (2) any license or other rights with respect to any other Patents or Know-How owned or controlled by AbbVie or any of its Affiliates. The foregoing license under the AbbVie Reversion IP shall be payable on a country-by-country basis and [***] (applied mutatis mutandis to Harpoon) by Harpoon, its Affiliates or sublicensees of Harpoon Reversion Products, beginning [***].", "probability": 0.060054638491998706 }, { "score": 11.18124008178711, "text": "At Harpoon's sole election by written notice to AbbVie, AbbVie shall grant, and hereby grants to Harpoon, effective as of the effective date of termination, [***] (the \"AbbVie Reversion IP\"); provided that the foregoing license shall exclude (1) any license or other rights with respect to any active ingredient that is not a Licensed Compound and (2) any license or other rights with respect to any other Patents or Know-How owned or controlled by AbbVie or any of its Affiliates.", "probability": 0.05356408145078769 }, { "score": 11.140449523925781, "text": "The foregoing license under the AbbVie Reversion IP shall be payable on a country-by-country basis and [***] (applied mutatis mutandis to Harpoon) by Harpoon, its Affiliates or sublicensees of Harpoon Reversion Products, beginning [***].", "probability": 0.051423134738894385 }, { "score": 11.138420104980469, "text": "AbbVie shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of Sublicensees, under the licenses and rights of reference granted in Sections 5.1.1, 5.1.2 and 5.1.3, to its Affiliates and other Persons; provided that any such sublicenses shall be consistent with the terms and conditions of this Agreement and AbbVie shall remain liable for its obligations under this Agreement and for the performance of all Sublicensees.", "probability": 0.051318881477580666 }, { "score": 10.578306198120117, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;", "probability": 0.029310471392649806 }, { "score": 10.428060531616211, "text": "All rights in all inventions and discoveries, made, developed, or conceived by any employee or independent contractor of Harpoon or any of its Affiliates, and included in Harpoon Know-How or that are the subject of one (1) or more Existing Patents have been assigned in writing to Harpoon or such Affiliate.", "probability": 0.025221559666897226 }, { "score": 10.208551406860352, "text": "Notwithstanding the foregoing, to the extent required by Applicable Law in a country or other jurisdiction in the Territory, the promotional materials, packaging, and Product Labeling for the Licensed Products used by AbbVie and its Affiliates in connection with the Licensed Products in such country or other jurisdiction shall contain (a) the corporate name of Harpoon (and to the extent required, Harpoon grants AbbVie a license, with the right to sublicense, to use the same solely for such purpose), and (b) the logo and corporate name of the manufacturer (if other than AbbVie or an Affiliate).", "probability": 0.020250713881346107 }, { "score": 10.122175216674805, "text": "[***] in each case ((A) and (B)) of the unit sales of such Licensed Product sold in that country or other jurisdiction by AbbVie, its Affiliates and Sublicensees.", "probability": 0.018574949207504656 }, { "score": 9.841060638427734, "text": "Where AbbVie or its Affiliates appoints such a Person and such Person is not an Affiliate of AbbVie and does not have rights to, and does not, Manufacture any Licensed Product (except solely to package or label such Licensed Product purchased in bulk form from AbbVie or its Affiliates), that Person shall be a \"Distributor\" for purposes of this Agreement.", "probability": 0.01402300615825563 }, { "score": 9.637462615966797, "text": "AbbVie shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of Sublicensees, under the licenses and rights of reference granted in Sections 5.1.1, 5.1.2 and 5.1.3, to its Affiliates and other Persons; provided that any such sublicenses shall be consistent with the terms and conditions of this Agreement and AbbVie shall remain liable for its obligations under this Agreement and for the performance of all Sublicensees. AbbVie shall provide Harpoon with a copy of any such sublicense agreement within [***] after the execution thereof, which copy may be redacted with respect to information not pertinent to compliance with this Agreement.\n\n5.4 Distributorships. AbbVie shall have the right, in its sole discretion, to appoint its Affiliates, and AbbVie and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in the Territory or in any country or other jurisdiction of the Territory, to distribute, market, and sell the Licensed Products.", "probability": 0.011439831484158293 }, { "score": 9.365700721740723, "text": "AbbVie shall have obtained from each of its Affiliates, Sublicensees, employees and agents who are participating in the Exploitation of the Licensed Compounds or Licensed Products or who otherwise have access to any Harpoon Information or other Confidential Information of Harpoon in connection with activities under this Agreement, rights to any and all Information that arises from", "probability": 0.008717559816583925 }, { "score": 9.350191116333008, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:", "probability": 0.008583396999259866 }, { "score": 9.22745132446289, "text": "If Harpoon or any of its Affiliates, after the Effective Date, become a party to a license, sublicense or other agreement for [***], or as permitted in Sections 5.9.1 or 5.9.2, then Harpoon shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (\"Proposed Future In-Licensed Rights\").", "probability": 0.007591961300834326 }, { "score": 9.131009101867676, "text": "AbbVie shall have the right, in its sole discretion, to appoint its Affiliates, and AbbVie and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in the Territory or in any country or other jurisdiction of the Territory, to distribute, market, and sell the Licensed Products. Where AbbVie or its Affiliates appoints such a Person and such Person is not an Affiliate of AbbVie and does not have rights to, and does not, Manufacture any Licensed Product (except solely to package or label such Licensed Product purchased in bulk form from AbbVie or its Affiliates), that Person shall be a \"Distributor\" for purposes of this Agreement.", "probability": 0.006893974307789391 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.796634674072266, "probability": 0.7912211535787442 }, { "score": 9.489471435546875, "text": "Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan.", "probability": 0.07876071071178661 }, { "score": 9.252547264099121, "text": "[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.062146226869421 }, { "score": 7.329159736633301, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:", "probability": 0.009080257748257952 }, { "score": 7.2607598304748535, "text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "probability": 0.008479934048074735 }, { "score": 7.010530471801758, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.006602664724933074 }, { "score": 6.909375190734863, "text": "with a Licensed Compound or Licensed Product, in each case in any form agreed upon between AbbVie and Harpoon at the time of the request.", "probability": 0.0059674400475322464 }, { "score": 6.815399169921875, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.005432188067865644 }, { "score": 6.788605690002441, "text": "[***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.0052885734057647295 }, { "score": 6.756659507751465, "text": "Effective on the License Option Exercise Closing Date, AbbVie (itself or through its Affiliates or Sublicensees) shall have the sole right to Commercialize Licensed Compounds and Licensed Products in the Territory at its own cost and expense.", "probability": 0.005122293816197319 }, { "score": 6.708078384399414, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.0048793949491509345 }, { "score": 6.540435791015625, "text": "AbbVie may elect to exercise its option to carry", "probability": 0.004126289730942263 }, { "score": 6.539403915405273, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;\n\n(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.", "probability": 0.004122034109221394 }, { "score": 6.190410137176514, "text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***]. For clarity, with respect [***], AbbVie acknowledges and agrees that [***]. AbbVie further acknowledges and agrees that no sublicense is granted to AbbVie under certain intellectual property rights licensed from [***].\n\n5.1.3 Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:", "probability": 0.0029076726342008954 }, { "score": 6.125237941741943, "text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).", "probability": 0.0027242162816654893 }, { "score": 5.0113630294799805, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;", "probability": 0.0008943177619214653 }, { "score": 4.728057384490967, "text": "If AbbVie terminates this Agreement in its entirety pursuant to Section 12.2.1 (subject to Section 12.6.3 and Section 12.6.4) or 12.4:\n\n(a) all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products; and\n\n(b) all rights and licenses granted by AbbVie hereunder shall immediately terminate.", "probability": 0.0006736801917969955 }, { "score": 4.672271728515625, "text": "Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan", "probability": 0.0006371275362637063 }, { "score": 4.390276908874512, "text": "out [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***].", "probability": 0.00048057102381904066 }, { "score": 4.331751823425293, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:", "probability": 0.00045325276244094097 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Irrevocable Or Perpetual License": [ { "score": 14.436640739440918, "text": "Following the expiration of the Term pursuant to clause (a) (but not clause (b)) of Section 12.1.1, the grants in Section 5.1.3 shall become non-exclusive, fully-paid, royalty-free and irrevocable.", "probability": 0.9044762821191665 }, { "text": "", "score": 12.114494323730469, "probability": 0.08869554536503296 }, { "score": 8.32176685333252, "text": "This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term\").\n\n12.1.2 Effect of Expiration of the Term. Following the expiration of the Term pursuant to clause (a) (but not clause (b)) of Section 12.1.1, the grants in Section 5.1.3 shall become non-exclusive, fully-paid, royalty-free and irrevocable.", "probability": 0.001998670473571527 }, { "score": 7.782019138336182, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.0011650156044391562 }, { "score": 7.610080718994141, "text": "Following the expiration of the Term pursuant to clause (a) (but not clause (b)) of Section 12.1.1, the grants in Section 5.1.3 shall become non-exclusive, fully-paid, royalty-free and irrevocable", "probability": 0.0009809792828437771 }, { "score": 7.2580084800720215, "text": "The JGC shall continue to exist until the first to occur of: (a) the Parties mutually agreeing to disband the JGC; (b) in the event of AbbVie's exercise of its License Option, upon the delivery of the Final Development Report pursuant to Section 3.1.3; and (c) expiration of the License Option Period without AbbVie exercising the License Option.", "probability": 0.0006898533936290289 }, { "score": 6.856804847717285, "text": "[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.0004618663066507533 }, { "score": 5.966443061828613, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.00018959944901371717 }, { "score": 5.923358917236328, "text": "Following", "probability": 0.00018160419010721386 }, { "score": 5.722055435180664, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.00014849125344130326 }, { "score": 5.700882911682129, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 0.00014538036774905074 }, { "score": 5.672870635986328, "text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;\n\n(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.", "probability": 0.0001413644430029134 }, { "score": 5.608549118041992, "text": "and prior to the expiration of the License Option Period.", "probability": 0.00013255792768795204 }, { "score": 5.570314407348633, "text": "In the event that a Licensed Compound or Licensed Product is Developed for any such purposes, [***] for the sale of such Licensed Product that [***] of such Licensed Product and [***], as applicable; provided that, for clarity, any such [***]\n\n- 41 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.00012758528325806053 }, { "score": 5.347648620605469, "text": "AbbVie may elect to exercise its option to carry", "probability": 0.00010211700283980075 }, { "score": 5.316824436187744, "text": "or relates to such participation or access and is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds or Licensed Products, in each case prior to the performance of or participation in such activities, such that Harpoon shall, by virtue of this Agreement, receive from AbbVie, without additional consideration, the licenses specified in Section 5.2.", "probability": 9.901734711118091e-05 }, { "score": 5.098675727844238, "text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "probability": 7.9610528348329e-05 }, { "score": 4.948602199554443, "text": ".", "probability": 6.851637867945438e-05 }, { "score": 4.911283493041992, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:\n\n(a) all rights and licenses granted by Harpoon hereunder shall immediately terminate;", "probability": 6.600655894110384e-05 }, { "score": 4.632286071777344, "text": "In the event that a Licensed Compound or Licensed Product is Developed for any such purposes, [***] for the sale of such Licensed Product that [***] of such Licensed Product and [***], as applicable; provided that, for clarity, any such [***]", "probability": 4.993672448629176e-05 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Source Code Escrow": [ { "text": "", "score": 12.2596435546875, "probability": 0.993261128299286 }, { "score": 6.55809211730957, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.0033182653491172793 }, { "score": 5.988957405090332, "text": "In the event of [***]", "probability": 0.0018781879374348148 }, { "score": 4.05896520614624, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.0002726177222301338 }, { "score": 3.904311180114746, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 0.00023355474485443464 }, { "score": 3.6492650508880615, "text": "In the event of [***]", "probability": 0.00018097707643965446 }, { "score": 3.5139126777648926, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.0001580668430144841 }, { "score": 2.9079859256744385, "text": "with a Licensed Compound or Licensed Product, in each case in any form agreed upon between AbbVie and Harpoon at the time of the request.", "probability": 8.623630395061844e-05 }, { "score": 2.9044718742370605, "text": "If AbbVie terminates this Agreement in its entirety pursuant to Section 12.2.1 (subject to Section 12.6.3 and Section 12.6.4) or 12.4:", "probability": 8.593379696661125e-05 }, { "score": 2.8623104095458984, "text": "AbbVie may elect to exercise its option to carry", "probability": 8.238601753426331e-05 }, { "score": 2.565639019012451, "text": "[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 6.123655663746271e-05 }, { "score": 2.434819459915161, "text": "prior to the expiration of the License Option Period.", "probability": 5.37274896870237e-05 }, { "score": 2.3873724937438965, "text": "In the event that a Licensed Product is sold in any country or other jurisdiction [***]\n\n(i) [***].\n\n- 12 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(ii) [***]\n\n(iii) [***]\n\n(iv) [***].", "probability": 5.123781412607598e-05 }, { "score": 2.3075971603393555, "text": "If a bankruptcy proceeding is commenced by or against either Party under the Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the non-debtor Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property and all embodiments of such Intellectual Property, which, if not already in the non-debtor Party's possession, shall be delivered to the non- debtor Party within [***] of such request; provided that the debtor Party is excused from its obligation to deliver the Intellectual Property to the extent the debtor Party continues to perform all of its obligations under this Agreement and the Agreement has not been rejected pursuant to the Bankruptcy Code or any analogous provision in any other country or jurisdiction.\n\n12.6 Termination in Entirety.\n\n12.6.1 In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 4.730909135151336e-05 }, { "score": 2.3037424087524414, "text": "In the event that a Licensed Product is sold in any country or other jurisdiction [***]\n\n(i) [***].", "probability": 4.7127077590847184e-05 }, { "score": 2.2471396923065186, "text": "out [***]and prior to the expiration of the License Option Period", "probability": 4.453364697043326e-05 }, { "score": 2.08851957321167, "text": "[***], provided that Harpoon [***] the foregoing obligations.", "probability": 3.800147200934068e-05 }, { "score": 1.976383924484253, "text": "out [***]and prior to the expiration of the License Option Period.\n\n3.3.2 Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***]. AbbVie shall have final decision making authority with respect to all [***].\n\n3.3.1 If AbbVie [***] and does not subsequently exercise the License Option, then AbbVie shall [***].", "probability": 3.397038947385809e-05 }, { "score": 1.9508713483810425, "text": "and prior to the expiration of the License Option Period.", "probability": 3.311467942505419e-05 }, { "score": 1.9286731481552124, "text": "activities conducted after the delivery of the Opt-In Development Report), which Initial Development Plan is attached as Schedule 1.84, as the same may be amended from time to time in accordance with the terms hereof.", "probability": 3.2387691900371497e-05 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Post-Termination Services": [ { "text": "", "score": 12.3981294631958, "probability": 0.19337508582897575 }, { "score": 12.292984008789062, "text": "Promptly after the License Option Exercise Closing Date and upon a mutually agreed upon date, but in any event no later than [***] after the License Option Exercise Closing Date, Harpoon shall transition to AbbVie all INDs for Licensed Compounds and Licensed Products.", "probability": 0.17407501001020131 }, { "score": 12.265596389770508, "text": "The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.16937220324909283 }, { "score": 11.66558837890625, "text": "AbbVie shall [***], within a reasonable time following the effective date of termination, [***] that was transferred by Harpoon to AbbVie with respect to each Harpoon Reversion Product.", "probability": 0.09295269133960932 }, { "score": 11.127059936523438, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 0.054247788470456304 }, { "score": 10.978361129760742, "text": "If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products.", "probability": 0.04675229845342977 }, { "score": 10.948539733886719, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.04537866331002248 }, { "score": 10.663996696472168, "text": "The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.03414099924635217 }, { "score": 10.219270706176758, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.02188437683521642 }, { "score": 10.195887565612793, "text": "AbbVie shall [***], within a reasonable time following the effective date of termination, [***] that was transferred by Harpoon to AbbVie with respect to each Harpoon Reversion Product.\n\n12.7.3 At Harpoon's request, AbbVie shall [***] in connection with Harpoon Reversion Products prior to reversion of such Harpoon Reversion Products.\n\n12.7.4 AbbVie shall [***] pertaining to the applicable Harpoon Reversion Products in its possession or Control.\n\n12.7.5 With respect to any Licensed Product that becomes a Harpoon Reversion Product during any period in which AbbVie is [***] for such Licensed Product, AbbVie shall [***]", "probability": 0.021378587888240288 }, { "score": 10.08444595336914, "text": "AbbVie may elect to exercise its option to carry", "probability": 0.019124079405880224 }, { "score": 10.073271751403809, "text": "At any time following the [***] and prior to the expiration of the Option Period (as[***]), at AbbVie's request, Harpoon shall, at its sole cost and expense, exercise its option to acquire the Commercial License [***] for Licensed Products pursuant to [***].", "probability": 0.018911572588424734 }, { "score": 9.942645072937012, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.016595762015249614 }, { "score": 9.836586952209473, "text": "At any time following the earlier of [***]. For clarity, if AbbVie's [***] shall be solely responsible for any cost or expense associated with such additional obligations, and for providing [***] to enable [***] in connection with the Licensed Compounds and Licensed Products prior to AbbVie's exercise of the License Option. AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.014925769888302428 }, { "score": 9.828181266784668, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:\n\n(a) all rights and licenses granted by Harpoon hereunder shall immediately terminate;", "probability": 0.01480083438179606 }, { "score": 9.756529808044434, "text": "The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party", "probability": 0.013777434843791644 }, { "score": 9.701763153076172, "text": "At any time following the earlier of [***]. For clarity, if AbbVie's [***] shall be solely responsible for any cost or expense associated with such additional obligations, and for providing [***] to enable [***] in connection with the Licensed Compounds and Licensed Products prior to AbbVie's exercise of the License Option. AbbVie may elect to exercise its option to carry", "probability": 0.013043180662879019 }, { "score": 9.673749923706055, "text": "Following the License Exercise Option Closing Date, all provisions of this Agreement with respect to AbbVie's rights and obligations following the exercise of the License Option shall apply, provided that [***]; and\n\n(h) If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products.", "probability": 0.012682869355187825 }, { "score": 9.633296012878418, "text": "Effective on the License Option Exercise Closing Date, the following shall apply:\n\n(a) Promptly after the License Option Exercise Closing Date and upon a mutually agreed upon date, but in any event no later than [***] after the License Option Exercise Closing Date, Harpoon shall transition to AbbVie all INDs for Licensed Compounds and Licensed Products.", "probability": 0.012180037028977556 }, { "score": 9.47537612915039, "text": "If AbbVie terminates this Agreement with respect to a country or other jurisdiction, or in its entirety pursuant to Section 12.3, AbbVie shall have the right for at least [***] and no more than [***], which period shall be determined by Harpoon in its sole discretion, after the effective date of such termination with respect to such country or other jurisdiction to sell or otherwise dispose of all Licensed Compound or Licensed Product then in its inventory and any in-progress inventory, in each case that is intended for sale or disposition in such country or other jurisdiction, as though this Agreement had not terminated with respect to such country or other jurisdiction, and such sale or disposition shall not constitute infringement of Harpoon's or its Affiliates' Patent or other intellectual property or other proprietary rights. Within [***] from the expiration from this period, AbbVie shall furnish Harpoon a statement showing the quantities of Licensed Products then in AbbVie's inventory and any in- progress inventory.", "probability": 0.010400755197914335 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Audit Rights": [ { "score": 12.885181427001953, "text": "At the request of Harpoon, AbbVie shall permit an independent public accounting firm of nationally recognized standing designated by Harpoon and reasonably acceptable to AbbVie, [***], to audit the books and records maintained pursuant to this Section 6.11 to ensure the accuracy of all reports and payments made hereunder, including any permitted deductions from Net Sales pursuant to Section 1.108.", "probability": 0.10488122234712223 }, { "score": 12.880809783935547, "text": "Following the License Option Exercise Closing Date, if AbbVie reasonably considers that it has not been provided with all Information required to be provided under Section 3.5, or in connection with any request by a Regulatory Authority or required under Applicable Law, AbbVie shall have the right, [***], to inspect and copy all records of Harpoon maintained pursuant to Section 3.8.5.", "probability": 0.10442371982613478 }, { "score": 12.7574462890625, "text": "At the request of Harpoon, AbbVie shall permit an independent public accounting firm of nationally recognized standing designated by Harpoon and reasonably acceptable to AbbVie, [***], to audit the books and records maintained pursuant to this Section 6.11 to ensure the accuracy of all reports and payments made hereunder, including any permitted deductions from Net Sales pursuant to Section 1.108. Such examinations may not (a) be conducted for any [***] [***] (b) be conducted more than once in any [***] period or (c) be [***] (unless a previous audit revealed an underpayment with respect to such [***]).", "probability": 0.09230454262490949 }, { "score": 12.708162307739258, "text": "Such examinations may not (a) be conducted for any [***] [***] (b) be conducted more than once in any [***] period or (c) be [***] (unless a previous audit revealed an underpayment with respect to such [***]).", "probability": 0.08786568791525153 }, { "score": 12.587244987487793, "text": "Following the License Option Exercise Closing Date, if AbbVie reasonably considers that it has not been provided with all Information required to be provided under Section 3.5, or in connection with any request by a Regulatory Authority or required under Applicable Law, AbbVie shall have the right, [***], to inspect and copy all records of Harpoon maintained pursuant to Section 3.8.5. Prior to the License Option Exercise Closing Date, AbbVie shall not have such right to inspect or copy Harpoon's records, except to the extent required by Applicable Laws, or as reasonably necessary to comply with a request by a Regulatory Authority.", "probability": 0.07785842042441378 }, { "score": 12.577156066894531, "text": "AbbVie shall have the opportunity to review and inspect the Opt-In Development Report and to reasonably ask questions of Harpoon (provided that such questions are received by Harpoon prior to [***]) and receive timely answers from Harpoon related thereto until the expiration of the Harpoon Option Period.", "probability": 0.07707686217212513 }, { "score": 12.53339958190918, "text": "Such examinations may not (a) be conducted for any [***] [***] (b) be conducted more than once in any [***] period or (c) be [***] (unless a previous audit revealed an underpayment with respect to such [***]).", "probability": 0.07377697189831872 }, { "score": 12.409440994262695, "text": "Such examinations may not (a) be conducted for any [***] [***] (b) be conducted more than once in any [***] period or (c) be [***] (unless a previous audit revealed an underpayment with respect to such [***]). The accounting firm shall disclose to Harpoon only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. Except as provided below, the cost of this audit shall be borne by Harpoon, unless the audit reveals a variance [***] from the reported amounts or [***], in which case AbbVie shall bear the cost of the audit.", "probability": 0.06517578872326432 }, { "text": "", "score": 12.280678749084473, "probability": 0.057301443546725596 }, { "score": 12.156246185302734, "text": "Prior to the License Option Exercise Closing Date, AbbVie shall not have such right to inspect or copy Harpoon's records, except to the extent required by Applicable Laws, or as reasonably necessary to comply with a request by a Regulatory Authority.", "probability": 0.050597048897516914 }, { "score": 11.974519729614258, "text": "Except as provided below, the cost of this audit shall be borne by Harpoon, unless the audit reveals a variance [***] from the reported amounts or [***], in which case AbbVie shall bear the cost of the audit.", "probability": 0.0421893068486512 }, { "score": 11.907848358154297, "text": "AbbVie shall have the opportunity to review and inspect the Final Development Report and to reasonably ask questions of Harpoon and receive timely answers from Harpoon related thereto.", "probability": 0.03946820556036979 }, { "score": 11.597067832946777, "text": "Prior to the License Option Exercise Closing Date, AbbVie shall not have such right to inspect or copy Harpoon's records, except to the extent required by Applicable Laws, or as reasonably necessary to comply with a request by a Regulatory Authority.", "probability": 0.028925249536283632 }, { "score": 11.23039436340332, "text": "Following the License Option Exercise Closing Date, upon AbbVie's request, Harpoon shall provide to AbbVie copies of the records it has maintained pursuant to this Section 3.8.5 which have not been provided or otherwise transferred to AbbVie pursuant to Section 3.5. AbbVie shall maintain such records and the information disclosed therein in confidence in accordance with Article 9.\n\n3.8.6 Following the License Option Exercise Closing Date, if AbbVie reasonably considers that it has not been provided with all Information required to be provided under Section 3.5, or in connection with any request by a Regulatory Authority or required under Applicable Law, AbbVie shall have the right, [***], to inspect and copy all records of Harpoon maintained pursuant to Section 3.8.5.", "probability": 0.020046236502240168 }, { "score": 11.122838020324707, "text": "AbbVie shall have the opportunity to review and inspect the Final Development Report and to reasonably ask questions of Harpoon and receive timely answers from Harpoon related thereto. Following AbbVie's receipt of the Final Development Report, AbbVie shall have [***] to provide notice to Harpoon identifying any Information set forth in Section 1.64, which\n\n- 23 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nAbbVie believes in good faith is not included in the Final Development Report. Harpoon shall provide AbbVie such Information [***].\n\n3.2 AbbVie Option.\n\n3.2.1 Opt-In Development Report. Within [***] following the [***], Harpoon shall provide AbbVie with the Opt-In Development Report. AbbVie shall have the opportunity to review and inspect the Opt-In Development Report and to reasonably ask questions of Harpoon (provided that such questions are received by Harpoon prior to [***]) and receive timely answers from Harpoon related thereto until the expiration of the Harpoon Option Period.", "probability": 0.018002040047225953 }, { "score": 11.053688049316406, "text": "AbbVie shall have the opportunity to review and inspect the Opt-In Development Report and to reasonably ask questions of Harpoon (provided that such questions are received by Harpoon prior to [***]) and receive timely answers from Harpoon related thereto until the expiration of the Harpoon Option Period.", "probability": 0.016799264680321294 }, { "score": 10.936830520629883, "text": "Following the License Option Exercise Closing Date, upon AbbVie's request, Harpoon shall provide to AbbVie copies of the records it has maintained pursuant to this Section 3.8.5 which have not been provided or otherwise transferred to AbbVie pursuant to Section 3.5. AbbVie shall maintain such records and the information disclosed therein in confidence in accordance with Article 9.\n\n3.8.6 Following the License Option Exercise Closing Date, if AbbVie reasonably considers that it has not been provided with all Information required to be provided under Section 3.5, or in connection with any request by a Regulatory Authority or required under Applicable Law, AbbVie shall have the right, [***], to inspect and copy all records of Harpoon maintained pursuant to Section 3.8.5. Prior to the License Option Exercise Closing Date, AbbVie shall not have such right to inspect or copy Harpoon's records, except to the extent required by Applicable Laws, or as reasonably necessary to comply with a request by a Regulatory Authority.", "probability": 0.014946506412361895 }, { "score": 10.891407012939453, "text": "Following the License Option Exercise Closing Date, if AbbVie reasonably considers that it has not been provided with all Information required to be provided under Section 3.5, or in connection with any request by a Regulatory Authority or required under Applicable Law, AbbVie shall have the right, [***], to inspect and copy all records of Harpoon maintained pursuant to Section 3.8.5", "probability": 0.01428277234743942 }, { "score": 10.188759803771973, "text": "Such examinations may not (a) be conducted for any [***] [***] (b) be conducted more than once in any [***] period or (c) be [***] (unless a previous audit revealed an underpayment with respect to such [***]). The accounting firm shall disclose to Harpoon only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. Except as provided below, the cost of this audit shall be borne by Harpoon, unless the audit reveals a variance [***] from the reported amounts or [***], in which case AbbVie shall bear the cost of the audit.\n\n6.12 Audit Dispute. In the event of a dispute with respect to any audit under Section 6.11, Harpoon and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***], the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party's certified public accountants or to such other Person as the Parties shall mutually agree (the \"Audit Expert\"). The decision of the Audit Expert shall be final and the costs of such determination as well as the initial audit shall be borne between the Parties in such manner as the Audit Expert shall determine. Not later than [***] after such decision and in accordance with such decision, AbbVie shall pay the additional amounts or Harpoon shall reimburse the excess payments, as applicable.", "probability": 0.007073864039699345 }, { "score": 10.178955078125, "text": "Such examinations may not (a) be conducted for any [***] [***] (b) be conducted more than once in any [***] period or (c) be [***] (unless a previous audit revealed an underpayment with respect to such [***]). The accounting firm shall disclose to Harpoon only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. Except as provided below, the cost of this audit shall be borne by Harpoon, unless the audit reveals a variance [***] from the reported amounts or [***], in which case AbbVie shall bear the cost of the audit.\n\n6.12 Audit Dispute. In the event of a dispute with respect to any audit under Section 6.11, Harpoon and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***], the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party's certified public accountants or to such other Person as the Parties shall mutually agree (the \"Audit Expert\"). The decision of the Audit Expert shall be final and the costs of such determination as well as the initial audit shall be borne between the Parties in such manner as the Audit Expert shall determine.", "probability": 0.007004845649624892 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Uncapped Liability": [ { "text": "", "score": 12.393975257873535, "probability": 0.8504294736390099 }, { "score": 8.946264266967773, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n(e) [***]\n\n(f) [***]", "probability": 0.027059292967650087 }, { "score": 8.528594970703125, "text": "Notwithstanding the foregoing, the Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach is not (a) cured in accordance with Section 12.2.1 (including the timeframes set forth therein), (b) remedied through the payment of money damages determined in accordance with Section 13.7 or (c) adequately remedied through a combination of (a) and (b).", "probability": 0.01782070881838207 }, { "score": 8.518097877502441, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:", "probability": 0.01763462157331767 }, { "score": 8.352777481079102, "text": "Notwithstanding Section 12.2.1, if the material breach and failure to cure contemplated by Section 12.2.1 is\n\n- 62 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nwith respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market, [***].", "probability": 0.01494749471485344 }, { "score": 8.13144588470459, "text": "Notwithstanding Section 12.2.1, if the material breach and failure to cure contemplated by Section 12.2.1 is", "probability": 0.011979682763382665 }, { "score": 8.103501319885254, "text": "Notwithstanding Section 12.2.1, if the material breach and failure to cure contemplated by Section 12.2.1 is\n\n- 62 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nwith respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market, [***].\n\n12.2.3 Invocation of Material Breach. Notwithstanding the foregoing, the Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach is not (a) cured in accordance with Section 12.2.1 (including the timeframes set forth therein), (b) remedied through the payment of money damages determined in accordance with Section 13.7 or (c) adequately remedied through a combination of (a) and (b).", "probability": 0.011649549934088422 }, { "score": 7.834815979003906, "text": "with respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market, [***].", "probability": 0.008904726526087266 }, { "score": 7.585539817810059, "text": "with respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market, [***].\n\n12.2.3 Invocation of Material Breach. Notwithstanding the foregoing, the Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach is not (a) cured in accordance with Section 12.2.1 (including the timeframes set forth therein), (b) remedied through the payment of money damages determined in accordance with Section 13.7 or (c) adequately remedied through a combination of (a) and (b).", "probability": 0.006940029636670285 }, { "score": 7.56632137298584, "text": "[***], and (b) [***] AbbVie has the right to assume following determination of Harpoon material breach pursuant to Section 3.1.2.", "probability": 0.00680792653409666 }, { "score": 7.467296600341797, "text": "[***], provided that Harpoon [***] the foregoing obligations.", "probability": 0.006166077063093828 }, { "score": 7.461180686950684, "text": "As of the Effective Date, none of Harpoon or its Affiliates and, to Harpoon's Knowledge, any Third Party is in material breach of any Harpoon In-License Agreement.", "probability": 0.0061284809542739484 }, { "score": 7.352531909942627, "text": "Notwithstanding Section 12.2.1, if the material breach and failure to cure contemplated by Section 12.2.1 is", "probability": 0.005497525803175867 }, { "score": 6.277073860168457, "text": "EXCEPT (A) FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED", "probability": 0.0018754339774513086 }, { "score": 5.9737982749938965, "text": "Notwithstanding Section 12.2.1, if the material breach and failure to cure contemplated by Section 12.2.1 is\n", "probability": 0.0013848121547575083 }, { "score": 5.9598259925842285, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :", "probability": 0.0013655977156252156 }, { "score": 5.627193927764893, "text": "[***], and (b) [***] AbbVie has the right to assume following determination of Harpoon material breach pursuant to Section 3.1.2.", "probability": 0.000979179948247676 }, { "score": 5.581749439239502, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]", "probability": 0.0009356775743963305 }, { "score": 5.364682197570801, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n12.6.5 Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.4, but elects to retain its rights and licenses pursuant to Section 12.5:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n- 65 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(d) [***].", "probability": 0.0007531042795471569 }, { "score": 5.3479437828063965, "text": "Notwithstanding Section 12.2.1, if the material breach and failure to cure contemplated by Section 12.2.1 is\n\n- 62 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nwith respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market,", "probability": 0.0007406034218925446 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Cap On Liability": [ { "text": "", "score": 12.211095809936523, "probability": 0.5919209380130588 }, { "score": 10.325714111328125, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section 6.2 is [***].", "probability": 0.08983650226206752 }, { "score": 10.052003860473633, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n(e) [***]\n\n(f) [***]", "probability": 0.06832536854841376 }, { "score": 9.934563636779785, "text": "Any recovery realized as a result of such litigation described in Section 7.3.1, 7.3.2, or 7.3.5 (whether by way of settlement or otherwise) shall be first, allocated to reimburse the Parties for their costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses).", "probability": 0.06075448472653841 }, { "score": 9.528589248657227, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]", "probability": 0.040482367706115276 }, { "score": 9.257323265075684, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:", "probability": 0.030864310934375402 }, { "score": 9.186988830566406, "text": "Any recovery realized as a result of such litigation described in Section 7.3.1, 7.3.2, or 7.3.5 (whether by way of settlement or otherwise) shall be first, allocated to reimburse the Parties for their costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses). [***]", "probability": 0.028768070126469116 }, { "score": 8.973063468933105, "text": "Notwithstanding the foregoing, the Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach is not (a) cured in accordance with Section 12.2.1 (including the timeframes set forth therein), (b) remedied through the payment of money damages determined in accordance with Section 13.7 or (c) adequately remedied through a combination of (a) and (b).", "probability": 0.02322758856139916 }, { "score": 8.796359062194824, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n(e) [***]", "probability": 0.019465357118046124 }, { "score": 8.789048194885254, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :", "probability": 0.01932356740943547 }, { "score": 7.141291618347168, "text": "Except as expressly set forth in this Agreement, each Party shall bear all costs and expenses associated with the Development activities for which such Party is responsible under this Agreement and the Initial Development Plan; provided that (a) [***], Harpoon's obligation to bear out of pocket costs shall be limited to [***] (the \"[***]\") and AbbVie shall bear any out of pocket costs in", "probability": 0.0037194242459868054 }, { "score": 7.068157196044922, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]", "probability": 0.0034571151216782866 }, { "score": 7.051877975463867, "text": "RAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.0034012915966021968 }, { "score": 7.049137115478516, "text": "FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.003391981896686659 }, { "score": 7.0168137550354, "text": "with respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market, [***].\n\n12.2.3 Invocation of Material Breach. Notwithstanding the foregoing, the Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach is not (a) cured in accordance with Section 12.2.1 (including the timeframes set forth therein), (b) remedied through the payment of money damages determined in accordance with Section 13.7 or (c) adequately remedied through a combination of (a) and (b).", "probability": 0.0032840946752108785 }, { "score": 6.884561061859131, "text": "Any recovery realized as a result of such litigation described in Section 7.3.1, 7.3.2, or 7.3.5 (whether by way of settlement or otherwise) shall be first, allocated to reimburse the Parties for their costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses). [***]\n\n7.4 Infringement Claims by Third Parties. If the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result", "probability": 0.002877259639862046 }, { "score": 6.481723308563232, "text": "The maximum aggregate amount payable by AbbVie pursuant to this Section 6.3 is [***].", "probability": 0.001923219440918669 }, { "score": 6.366683483123779, "text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate", "probability": 0.0017142244258377918 }, { "score": 6.32765531539917, "text": "Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :\n\n(a) [***]", "probability": 0.0016486101189356742 }, { "score": 6.306576728820801, "text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.0016142234323619203 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Liquidated Damages": [ { "text": "", "score": 12.148578643798828, "probability": 0.9589715908518556 }, { "score": 8.500814437866211, "text": "No later than [***] following the Effective Date, AbbVie shall pay Harpoon an upfront, non-refundable, non-creditable amount equal to Thirty Million Dollars ($30,000,000).", "probability": 0.02498054307344897 }, { "score": 7.148823261260986, "text": "FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.006463080541796154 }, { "score": 6.553809642791748, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 0.003564744740346377 }, { "score": 5.291180610656738, "text": "[***] in each case ((A) and (B)) of the unit sales of such Licensed Product sold in that country or other jurisdiction by AbbVie, its Affiliates and Sublicensees.", "probability": 0.0010084993335528981 }, { "score": 5.19066047668457, "text": "No Other Compensation.", "probability": 0.0009120534197004099 }, { "score": 4.780428409576416, "text": "(c) [***] in a country or other jurisdiction in the Territory, then, for the purposes of calculating the royalties payable with respect to such Licensed Product under Section 6.5.1, [***]; and\n\n(d) if, and in such case from and after the date on which, a Licensed Product is Exploited in a country or other jurisdiction and such Licensed Product is not either or both (i) [***] or (ii) covered by (A) [***] Licensed Product in such country or other jurisdiction or (B) a [***] in such country or other jurisdiction, then the royalty rate set forth in Section 6.5.1 with respect to such country or other jurisdiction (for purposes of calculations under Section 6.5.1), shall be reduced by [***];.", "probability": 0.0006051440298005303 }, { "score": 4.462747573852539, "text": "For clarity, no reduction shall apply in connection with payments made by AbbVie in connection with any [***];\n\n(c) [***] in a country or other jurisdiction in the Territory, then, for the purposes of calculating the royalties payable with respect to such Licensed Product under Section 6.5.1, [***]; and\n\n(d) if, and in such case from and after the date on which, a Licensed Product is Exploited in a country or other jurisdiction and such Licensed Product is not either or both (i) [***] or (ii) covered by (A) [***] Licensed Product in such country or other jurisdiction or (B) a [***] in such country or other jurisdiction, then the royalty rate set forth in Section 6.5.1 with respect to such country or other jurisdiction (for purposes of calculations under Section 6.5.1), shall be reduced by [***];.", "probability": 0.000440445035365431 }, { "score": 4.42786979675293, "text": "(c) [***] in a country or other jurisdiction in the Territory, then, for the purposes of calculating the royalties payable with respect to such Licensed Product under Section 6.5.1, [***]; and\n\n(d) if, and in such case from and after the date on which, a Licensed Product is Exploited in a country or other jurisdiction and such Licensed Product is not either or both (i) [***] or (ii) covered by (A) [***] Licensed Product in such country or other jurisdiction or (B) a [***] in such country or other jurisdiction, then the royalty rate set forth in Section 6.5.1 with respect to such country or other jurisdiction (for purposes of calculations under Section 6.5.1), shall be reduced by [***];", "probability": 0.00042534809581367306 }, { "score": 4.313663482666016, "text": "No Other Compensation.", "probability": 0.0003794419302176893 }, { "score": 4.20386266708374, "text": "(B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00033998474637164747 }, { "score": 4.110188961029053, "text": "For clarity, no reduction shall apply in connection with payments made by AbbVie in connection with any [***];\n\n(c) [***] in a country or other jurisdiction in the Territory, then, for the purposes of calculating the royalties payable with respect to such Licensed Product under Section 6.5.1, [***]; and\n\n(d) if, and in such case from and after the date on which, a Licensed Product is Exploited in a country or other jurisdiction and such Licensed Product is not either or both (i) [***] or (ii) covered by (A) [***] Licensed Product in such country or other jurisdiction or (B) a [***] in such country or other jurisdiction, then the royalty rate set forth in Section 6.5.1 with respect to such country or other jurisdiction (for purposes of calculations under Section 6.5.1), shall be reduced by [***];", "probability": 0.00030958325270931695 }, { "score": 3.8502988815307617, "text": "(d) if, and in such case from and after the date on which, a Licensed Product is Exploited in a country or other jurisdiction and such Licensed Product is not either or both (i) [***] or (ii) covered by (A) [***] Licensed Product in such country or other jurisdiction or (B) a [***] in such country or other jurisdiction, then the royalty rate set forth in Section 6.5.1 with respect to such country or other jurisdiction (for purposes of calculations under Section 6.5.1), shall be reduced by [***];.", "probability": 0.00023873089791763539 }, { "score": 3.8124704360961914, "text": "[***] in a country or other jurisdiction in the Territory, then, for the purposes of calculating the royalties payable with respect to such Licensed Product under Section 6.5.1, [***]; and\n\n(d) if, and in such case from and after the date on which, a Licensed Product is Exploited in a country or other jurisdiction and such Licensed Product is not either or both (i) [***] or (ii) covered by (A) [***] Licensed Product in such country or other jurisdiction or (B) a [***] in such country or other jurisdiction, then the royalty rate set forth in Section 6.5.1 with respect to such country or other jurisdiction (for purposes of calculations under Section 6.5.1), shall be reduced by [***];.", "probability": 0.00022986875646806854 }, { "score": 3.7927002906799316, "text": "In no event will the cumulative reductions under the foregoing Sections 6.5.3(a) through 6.5.3(d) reduce the [***] payable to Harpoon on any Licensed Product in any [***] by greater than [***] of the amounts otherwise payable under Section 6.5.1 for such Licensed Product.", "probability": 0.00022536884623399893 }, { "score": 3.7316088676452637, "text": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n(e) [***]\n\n(f) [***]", "probability": 0.00021201286431296118 }, { "score": 3.6301076412200928, "text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nWith respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "probability": 0.00019154939776404943 }, { "score": 3.5011370182037354, "text": "In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:", "probability": 0.0001683718799358452 }, { "score": 3.4977402687072754, "text": "(d) if, and in such case from and after the date on which, a Licensed Product is Exploited in a country or other jurisdiction and such Licensed Product is not either or both (i) [***] or (ii) covered by (A) [***] Licensed Product in such country or other jurisdiction or (B) a [***] in such country or other jurisdiction, then the royalty rate set forth in Section 6.5.1 with respect to such country or other jurisdiction (for purposes of calculations under Section 6.5.1), shall be reduced by [***];", "probability": 0.00016780093306815864 }, { "score": 3.4859695434570312, "text": "NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00016583737332030772 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Warranty Duration": [ { "text": "", "score": 11.945232391357422, "probability": 0.9281480374658794 }, { "score": 8.021331787109375, "text": "out [***]and prior to the expiration of the License Option Period.", "probability": 0.01834378158647257 }, { "score": 7.797441482543945, "text": "AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.014664070737021872 }, { "score": 7.378077983856201, "text": "The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform.", "probability": 0.00964111567352386 }, { "score": 7.255384922027588, "text": "AbbVie shall make every reasonable effort to notify Harpoon promptly (and in any event no later than [***]) following its determination that any event, incident, or circumstance has occurred that may result in the need for a recall, market suspension, or market withdrawal of a Licensed Product in the Territory, and shall include in such notice the reasoning behind such determination, and any supporting facts.", "probability": 0.008527905394660014 }, { "score": 6.359673500061035, "text": "AbbVie may elect to exercise its option to carry", "probability": 0.0034820888288775 }, { "score": 6.145339488983154, "text": "At any time following the earlier of [***]. For clarity, if AbbVie's [***] shall be solely responsible for any cost or expense associated with such additional obligations, and for providing [***] to enable [***] in connection with the Licensed Compounds and Licensed Products prior to AbbVie's exercise of the License Option. AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.", "probability": 0.0028103199577196214 }, { "score": 5.816587924957275, "text": "with a Licensed Compound or Licensed Product, in each case in any form agreed upon between AbbVie and Harpoon at the time of the request.", "probability": 0.0020229296384702963 }, { "score": 5.534891605377197, "text": "AbbVie shall have the right, at any time [***] the License Option Exercise Closing Date, as applicable, to require Harpoon to effect a one-time full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer of Licensed Compound or Licensed Product) of all Harpoon Know-How specifically relating to the then-current process for the Manufacture of the Licensed Compound and Licensed Products, including process qualification and validation, quality assurance and quality control but excluding [***] (the \"Manufacturing Process\") and to implement the Manufacturing Process at a facility designated by AbbVie (such transfer and implementation, as more fully described in this Section 4.5.2, the \"Manufacturing Technology Transfer\").", "probability": 0.001526306030844337 }, { "score": 5.4192728996276855, "text": "Promptly after the License Option Exercise Closing Date and upon a mutually agreed upon date, but in any event no later than [***] after the License Option Exercise Closing Date, Harpoon shall transition to AbbVie all INDs for Licensed Compounds and Licensed Products.", "probability": 0.001359656033840292 }, { "score": 5.355575084686279, "text": "AbbVie shall make every reasonable effort to notify Harpoon promptly (and in any event no later than [***]) following its determination that any event, incident, or circumstance has occurred that may result in the need for a recall, market suspension, or market withdrawal of a Licensed Product in the Territory, and shall include in such notice the reasoning behind such determination, and any supporting facts.", "probability": 0.0012757496116132653 }, { "score": 5.335944175720215, "text": "and prior to the expiration of the License Option Period.", "probability": 0.0012509497058984566 }, { "score": 5.176858425140381, "text": "that the nature and amount of such Loss is known at such time).", "probability": 0.0010669640476762474 }, { "score": 5.174881935119629, "text": "AbbVie shall make every reasonable effort to notify Harpoon promptly (and in any event no later than [***]) following its determination that any event, incident, or circumstance has occurred that may result in the need for a recall, market suspension, or market withdrawal of a Licensed Product in the Territory, and shall include in such notice the reasoning behind such determination, and any supporting facts. AbbVie (or its Sublicensee) shall have the right to make the final determination whether to voluntarily implement any such recall, market suspension, or market withdrawal in the Territory. If a recall, market suspension, or market withdrawal is mandated by a Regulatory Authority in", "probability": 0.0010648572865655105 }, { "score": 5.173447132110596, "text": "The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.0010633305216918968 }, { "score": 4.9939093589782715, "text": "with respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market, [***].", "probability": 0.0008885789398042221 }, { "score": 4.984739303588867, "text": "At any time following the earlier of [***].", "probability": 0.0008804678680352525 }, { "score": 4.805306434631348, "text": "The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform.\n\n13.2 Change in Control of Harpoon.\n\n13.2.1 Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.\n\n13.2.2 In the event of [***]", "probability": 0.0007358457849462834 }, { "score": 4.707571983337402, "text": "At any time following the earlier of [***]. For clarity, if AbbVie's [***] shall be solely responsible for any cost or expense associated with such additional obligations, and for providing [***] to enable [***] in connection with the Licensed Compounds and Licensed Products prior to AbbVie's exercise of the License Option. AbbVie may elect to exercise its option to carry", "probability": 0.0006673309595996123 }, { "score": 4.5668206214904785, "text": "Such records shall be retained by Harpoon or AbbVie, as the case may be, for [***], or for such longer period as may be required by Applicable Law.", "probability": 0.000579713926859556 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Insurance": [ { "score": 12.391101837158203, "text": "The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.0951762921776501 }, { "score": 12.353099822998047, "text": "The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.09162726359329618 }, { "score": 12.323992729187012, "text": "Such insurance (a) shall be primary insurance with respect to each Party's own participation under this Agreement, (b) shall be issued by a recognized insurer rated by A.M. Best \"A-VII\" (or its equivalent) or better, or an insurer pre- approved in writing by the other Party, and (c) shall list the other Party as an additional insured under the General Liability Policy.", "probability": 0.08899870072812627 }, { "text": "", "score": 12.196540832519531, "probability": 0.07834873901356978 }, { "score": 12.013211250305176, "text": "The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.\n\n11.6.3 Self-Insurance. Notwithstanding the foregoing, AbbVie may self-insure, in whole or in part, the insurance requirements described above.", "probability": 0.06522483440440856 }, { "score": 12.00999641418457, "text": "Each Party shall obtain and carry in full force and effect the minimum insurance requirements set forth herein. Such insurance (a) shall be primary insurance with respect to each Party's own participation under this Agreement, (b) shall be issued by a recognized insurer rated by A.M. Best \"A-VII\" (or its equivalent) or better, or an insurer pre- approved in writing by the other Party, and (c) shall list the other Party as an additional insured under the General Liability Policy.", "probability": 0.06501548394482047 }, { "score": 11.789480209350586, "text": "General Liability Insurance shall include Clinical Trial Insurance. The limits may be met with a combination of primary and commercial umbrella insurance.\n\n11.6.2 Certificates of Insurance. Upon request by a Party, the other Party shall provide Certificates of Insurance evidencing compliance with this Section. The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.052149221394943344 }, { "score": 11.764886856079102, "text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate. General Liability Insurance shall include Clinical Trial Insurance. The limits may be met with a combination of primary and commercial umbrella insurance.\n\n11.6.2 Certificates of Insurance. Upon request by a Party, the other Party shall provide Certificates of Insurance evidencing compliance with this Section. The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.050882339461508115 }, { "score": 11.749831199645996, "text": "Upon request by a Party, the other Party shall provide Certificates of Insurance evidencing compliance with this Section. The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.050122010428515815 }, { "score": 11.643247604370117, "text": "The types of insurance, and minimum limits shall be:\n\n(a) Worker's Compensation with statutory limits in compliance with the Worker's Compensation laws of the state or states in which the Party has employees in the United States (excluding Puerto Rico).\n\n(b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).\n\n- 61 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate. General Liability Insurance shall include Clinical Trial Insurance. The limits may be met with a combination of primary and commercial umbrella insurance.\n\n11.6.2 Certificates of Insurance. Upon request by a Party, the other Party shall provide Certificates of Insurance evidencing compliance with this Section. The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.04505467022389651 }, { "score": 11.53087043762207, "text": "Upon request by a Party, the other Party shall provide Certificates of Insurance evidencing compliance with this Section. The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.04026567944751959 }, { "score": 11.481918334960938, "text": "Each Party shall obtain and carry in full force and effect the minimum insurance requirements set forth herein.", "probability": 0.03834205658291348 }, { "score": 11.42338752746582, "text": "Notwithstanding the foregoing, AbbVie may self-insure, in whole or in part, the insurance requirements described above.", "probability": 0.03616227937477051 }, { "score": 11.390644073486328, "text": "General Liability Insurance with a minimum limit of [***] and [***] in the aggregate. General Liability Insurance shall include Clinical Trial Insurance. The limits may be met with a combination of primary and commercial umbrella insurance.\n\n11.6.2 Certificates of Insurance. Upon request by a Party, the other Party shall provide Certificates of Insurance evidencing compliance with this Section. The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "probability": 0.034997376983922295 }, { "score": 11.371940612792969, "text": "Upon request by a Party, the other Party shall provide Certificates of Insurance evidencing compliance with this Section. The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.\n\n11.6.3 Self-Insurance. Notwithstanding the foregoing, AbbVie may self-insure, in whole or in part, the insurance requirements described above.", "probability": 0.03434888831468555 }, { "score": 11.349275588989258, "text": "The types of insurance, and minimum limits shall be:\n\n(a) Worker's Compensation with statutory limits in compliance with the Worker's Compensation laws of the state or states in which the Party has employees in the United States (excluding Puerto Rico).\n\n(b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).", "probability": 0.03357912623351028 }, { "score": 11.13218879699707, "text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.02702649926291909 }, { "score": 11.041097640991211, "text": "General Liability Insurance shall include Clinical Trial Insurance.", "probability": 0.024673423257422056 }, { "score": 11.016504287719727, "text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate. General Liability Insurance shall include Clinical Trial Insurance.", "probability": 0.024074021898692288 }, { "score": 11.010549545288086, "text": "The types of insurance, and minimum limits shall be:\n\n(a) Worker's Compensation with statutory limits in compliance with the Worker's Compensation laws of the state or states in which the Party has employees in the United States (excluding Puerto Rico).\n\n(b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).\n\n- 61 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "probability": 0.023931093272909643 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Covenant Not To Sue": [ { "score": 13.650323867797852, "text": "Harpoon shall not, and shall not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of such Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto or use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks.", "probability": 0.6320944275433922 }, { "text": "", "score": 12.168121337890625, "probability": 0.14357194432558137 }, { "score": 10.965737342834473, "text": "If Harpoon decides pursuant to this Agreement not to allow AbbVie to include such other Harpoon Patents in a litigation against a biosimilar applicant for a biosimilar product, Harpoon shall not assert such Patent in any litigation against the same biosimilar applicant for the same biosimilar product without written approval by AbbVie.", "probability": 0.04314007022040398 }, { "score": 10.62060260772705, "text": "If Harpoon decides pursuant to this Agreement not to allow AbbVie to include such other Harpoon Patents in a litigation against a biosimilar applicant for a biosimilar product, Harpoon shall not assert such Patent in any litigation against the same biosimilar applicant for the same biosimilar product without written approval by AbbVie.", "probability": 0.03054855953937426 }, { "score": 10.509729385375977, "text": "No claim or litigation has been brought or threatened in writing or any other form by any Person alleging, and Harpoon has no Knowledge of any claim, whether or not asserted, that the Existing Patents are invalid or unenforceable.", "probability": 0.027342555860975972 }, { "score": 10.303311347961426, "text": "No claim or litigation has been brought or threatened in writing or any other form by any Person alleging, and Harpoon has no Knowledge of any claim, whether or not asserted, that the Existing Patents are invalid or unenforceable. To Harpoon's Knowledge, the Development or Commercialization of the Licensed Compounds or Licensed Products as contemplated herein, does not or will not violate, infringe, misappropriate or otherwise conflict or interfere with, any Patent or other intellectual property or proprietary right of any Third", "probability": 0.02224297600978303 }, { "score": 9.661638259887695, "text": "Harpoon shall not, and shall not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of such Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto or use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks", "probability": 0.01170894624269201 }, { "score": 9.645496368408203, "text": "AbbVie shall have the first right to bring an action for infringement of the AbbVie Patents, Joint Patents, Product-Specific Patents and, upon the written consent of Harpoon, such consent not to be unreasonably withheld, conditioned or delayed (taking into account, without limitation, the potential impact of such consent on Harpoon's platform technology and/or other products undergoing development or commercialization by Harpoon or its Third Party licensees and covered by such Harpoon Patents), other Harpoon Patents, including as required under Section 351(l)(6) of the PHSA following the agreement on a list of patents for litigation under Section 351(l)(4) or exchange of Patent lists pursuant to Section 351(l)(5)(B) of such act, or as required following any equivalent or similar certification or notice in any other jurisdiction. If Harpoon decides pursuant to this Agreement not to allow AbbVie to include such other Harpoon Patents in a litigation against a biosimilar applicant for a biosimilar product, Harpoon shall not assert such Patent in any litigation against the same biosimilar applicant for the same biosimilar product without written approval by AbbVie.", "probability": 0.01152145897364485 }, { "score": 9.570091247558594, "text": "If Harpoon decides pursuant to this Agreement not to allow AbbVie to include such other Harpoon Patents in a litigation against a biosimilar applicant for a biosimilar product, Harpoon shall not assert such Patent in any litigation against the same biosimilar applicant for the same biosimilar product without written approval by AbbVie. The Parties' rights and obligations with respect to the foregoing legal actions shall be as set forth in Sections 7.3.1 through 7.3.5; provided that within [***] of reaching agreement on a list of Patents for litigation under Section 351(l)(4) or exchange of Patent lists pursuant to Section 351(l) (5)(B), AbbVie shall notify Harpoon as to whether or not it elects to prosecute such infringement.", "probability": 0.010684629072878316 }, { "score": 9.431374549865723, "text": "prosecution of such claim, suit or proceeding.", "probability": 0.009300698228962094 }, { "score": 9.358256340026855, "text": "in, any claim, suit, or proceeding by a Third Party alleging patent infringement by AbbVie (or its Affiliates or Sublicensees), AbbVie shall promptly notify Harpoon thereof in writing.", "probability": 0.008644914819072275 }, { "score": 9.258099555969238, "text": "To Harpoon's Knowledge, the Development or Commercialization of the Licensed Compounds or Licensed Products as contemplated herein, does not or will not violate, infringe, misappropriate or otherwise conflict or interfere with, any Patent or other intellectual property or proprietary right of any Third", "probability": 0.00782101609726158 }, { "score": 9.25671672821045, "text": "the defense of any such claim, suit, or proceeding, then Harpoon may conduct and control the defense of any such claim, suit, or proceeding at its own expense.", "probability": 0.007810208453377546 }, { "score": 9.165715217590332, "text": "AbbVie shall have the first right to bring an action for infringement of the AbbVie Patents, Joint Patents, Product-Specific Patents and, upon the written consent of Harpoon, such consent not to be unreasonably withheld, conditioned or delayed (taking into account, without limitation, the potential impact of such consent on Harpoon's platform technology and/or other products undergoing development or commercialization by Harpoon or its Third Party licensees and covered by such Harpoon Patents), other Harpoon Patents, including as required under Section 351(l)(6) of the PHSA following the agreement on a list of patents for litigation under Section 351(l)(4) or exchange of Patent lists pursuant to Section 351(l)(5)(B) of such act, or as required following any equivalent or similar certification or notice in any other jurisdiction.", "probability": 0.007130847871738478 }, { "score": 8.99905776977539, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].", "probability": 0.006036188052867898 }, { "score": 8.857379913330078, "text": "prosecution of such claim, suit or proceeding.", "probability": 0.005238812440672945 }, { "score": 8.689197540283203, "text": "No claim or litigation has been brought or threatened in writing or any other form by any Person alleging, and Harpoon has no Knowledge of any claim, whether or not asserted, that the Existing Patents are invalid or unenforceable. To Harpoon's Knowledge, the Development or Commercialization of the Licensed Compounds or Licensed Products as contemplated herein, does not or will not violate, infringe, misappropriate or otherwise conflict or interfere with, any Patent or other intellectual property or proprietary right of any", "probability": 0.004427842593132438 }, { "score": 8.670357704162598, "text": "The Parties' rights and obligations with respect to the foregoing legal actions shall be as set forth in Sections 7.3.1 through 7.3.5; provided that within [***] of reaching agreement on a list of Patents for litigation under Section 351(l)(4) or exchange of Patent lists pursuant to Section 351(l) (5)(B), AbbVie shall notify Harpoon as to whether or not it elects to prosecute such infringement.", "probability": 0.004345203660586632 }, { "score": 8.421772956848145, "text": "If the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result\n\n- 47 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nin, any claim, suit, or proceeding by a Third Party alleging patent infringement by AbbVie (or its Affiliates or Sublicensees), AbbVie shall promptly notify Harpoon thereof in writing.", "probability": 0.0033888406871308684 }, { "score": 8.299850463867188, "text": "prosecution of such claim, suit or proceeding. If Harpoon prosecutes any such infringement, AbbVie shall have the right to join as a party to such claim, suit or proceeding in the Territory and participate with its own counsel at its own expense; provided that Harpoon shall retain control of the prosecution of such claim, suit or proceeding.", "probability": 0.0029998593064712513 } ], "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.19610595703125, "probability": 0.6514885974300295 }, { "score": 11.008526802062988, "text": "Except as provided in Article 11, covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns, and they shall not be construed as conferring any rights on any other Persons.", "probability": 0.1986770693283552 }, { "score": 9.339990615844727, "text": "No Benefit to Third Parties.", "probability": 0.03745516258499139 }, { "score": 9.084794044494629, "text": "or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction;", "probability": 0.02901891857223578 }, { "score": 8.936958312988281, "text": "[***], then [***] the costs associated with any such license to the Patent or other intellectual property right of such Third Party (\"AbbVie [***] Rights\").", "probability": 0.025030929754090617 }, { "score": 8.712467193603516, "text": "or relates to such participation or access and is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds or Licensed Products, in each case prior to the performance of or participation in such activities, such that Harpoon shall, by virtue of this Agreement, receive from AbbVie, without additional consideration, the licenses specified in Section 5.2.", "probability": 0.01999777727160147 }, { "score": 8.0194673538208, "text": "or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction; or\n\n1.31.3 such Party sells or transfers to any Third Party, in one (1) or more related transactions, properties or assets representing all or substantially all of such Party's assets to which this Agreement relates; or\n\n1.31.4 the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party.", "probability": 0.010000361988363564 }, { "score": 7.649466514587402, "text": "Each Party shall have the right to subcontract any of its Development activities to a Third Party (a \"Third Party Provider\"); provided that, solely with respect of Third Party Providers performing services that are critical or material to the Licensed Compound or Licensed Products (such as contract research organizations and contract manufacturing organizations,) Harpoon must (a) [***] (b) except with respect to Third Party Providers [***] and (c) obtain a written undertaking from the Third Party Provider sufficient for Harpoon to comply with the applicable terms and conditions of this Agreement, including the confidentiality provisions of Article 9.", "probability": 0.006907587547082947 }, { "score": 6.8312273025512695, "text": "During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].", "probability": 0.0030476818117532137 }, { "score": 6.656297206878662, "text": "or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction; or\n\n1.31.3 such Party sells or transfers to any Third Party, in one (1) or more related transactions, properties or assets representing all or substantially all of such Party's assets to which this Agreement relates;", "probability": 0.0025585767432819303 }, { "score": 6.6371750831604, "text": "No Benefit to Third Parties. Except as provided in Article 11, covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns, and they shall not be construed as conferring any rights on any other Persons.", "probability": 0.002510116133788161 }, { "score": 6.371308326721191, "text": "Equitable Relief. 72 13.12 Waiver and Non-Exclusion of Remedies. 72 13.13 No Benefit to Third Parties.", "probability": 0.0019241075773723869 }, { "score": 6.25010871887207, "text": "[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].", "probability": 0.0017044843930399606 }, { "score": 6.188952445983887, "text": "or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction; or", "probability": 0.0016033679462885966 }, { "score": 6.1848907470703125, "text": "Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]", "probability": 0.0015968687562546214 }, { "score": 6.164341449737549, "text": "For clarity, Harpoon shall not be responsible for any payment of any financial obligations resulting from any agreement AbbVie elects to enter into with a Third Party in connection with the Manufacture of a Licensed Compound or Licensed Product under [***].", "probability": 0.0015643890855208374 }, { "score": 6.083617210388184, "text": "No Benefit to Third Parties.", "probability": 0.0014430676320380078 }, { "score": 5.992247581481934, "text": "Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]\n\n- 35 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***], then [***] the costs associated with any such license to the Patent or other intellectual property right of such Third Party (\"AbbVie [***] Rights\").", "probability": 0.0013170593928702589 }, { "score": 5.856961727142334, "text": "Without limiting the foregoing, the grant of rights set forth in this Agreement shall be binding upon any successor or permitted assignee of Harpoon, and the obligations of AbbVie, including the payment obligations, shall run in favor of any such successor or permitted assignee of Harpoon's benefits under this Agreement.", "probability": 0.00115040685239196 }, { "score": 5.720309257507324, "text": "No Benefit to Third Parties", "probability": 0.0010034691986498506 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Document Name": [ { "score": 13.030406951904297, "text": "Software License, Customization, and Maintenance Agreement", "probability": 0.23827685091706646 }, { "score": 12.973325729370117, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. 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Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A", "probability": 0.04978496721008473 }, { "score": 9.88331413269043, "text": "Cardlytics, Inc.", "probability": 0.04312003248688052 }, { "score": 9.705293655395508, "text": "Cardlytics, Inc. (\"Supplier", "probability": 0.036088245493271706 }, { "score": 9.6831636428833, "text": "Supplier Name: Cardlytics, Inc.", "probability": 0.03529838422397238 }, { "score": 9.662696838378906, "text": "Supplier", "probability": 0.034583281985855696 }, { "score": 9.523090362548828, "text": "Cardlytics, Inc. (\"Supplier\") and Bank of America", "probability": 0.030077094736679612 }, { "score": 9.374833106994629, "text": "Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A", "probability": 0.025932750145767722 }, { "score": 9.306280136108398, "text": "Bank of America, N. A,", "probability": 0.02421454978848203 }, { "score": 8.999499320983887, "text": "Supplier\") Bank of America, N.A.", "probability": 0.01781735296892798 }, { "score": 8.754632949829102, "text": "Supplier\") and Bank of America", "probability": 0.013947586703618724 }, { "score": 8.706229209899902, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A,", "probability": 0.013288549934000455 }, { "score": 8.606375694274902, "text": "Supplier\") and Bank of America, N. A", "probability": 0.012025738665519346 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Agreement Date": [ { "score": 14.70402717590332, "text": "3/4/11", "probability": 0.7690670105252353 }, { "score": 13.22675895690918, "text": "3/4/11 Date: 3/3/11", "probability": 0.17554753949534055 }, { "score": 11.350174903869629, "text": "3/3/11", "probability": 0.02687847642686186 }, { "score": 11.115646362304688, "text": "March 3, 2011", "probability": 0.021259360488015893 }, { "score": 8.875436782836914, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010", "probability": 0.002262765442738548 }, { "score": 8.263444900512695, "text": "/4/11", "probability": 0.0012270290365802108 }, { "score": 7.862263202667236, "text": "Effective Date March 3, 2011", "probability": 0.0008215307853057139 }, { "score": 7.832046985626221, "text": "Date: 3/4/11", "probability": 0.0007970785206803527 }, { "score": 7.229689598083496, "text": "November 5, 2010", "probability": 0.00043641595190611643 }, { "score": 6.786177635192871, "text": "/4/11 Date: 3/3/11", "probability": 0.000280082399500233 }, { "score": 6.698263645172119, "text": "4/11", "probability": 0.00025651056524073036 }, { "score": 6.418642044067383, "text": "3/4", "probability": 0.0001939398874767705 }, { "score": 6.3929972648620605, "text": "/11", "probability": 0.0001890295729538771 }, { "score": 6.3547797203063965, "text": "Date: 3/4/11 Date: 3/3/11", "probability": 0.00018194163137691616 }, { "score": 6.21087121963501, "text": "Addendum Effective Date March 3, 2011", "probability": 0.00015755544502909848 }, { "score": 5.967740535736084, "text": "3", "probability": 0.0001235501003120432 }, { "score": 5.6645121574401855, "text": "3/11", "probability": 9.123315439523856e-05 }, { "score": 5.622053146362305, "text": "Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010", "probability": 8.744056933303047e-05 }, { "score": 5.525173187255859, "text": "3/4/", "probability": 7.936674056055288e-05 }, { "score": 5.28053617477417, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.214326115685591e-05 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Effective Date": [ { "score": 13.964152336120605, "text": "3/4/11", "probability": 0.541146849935263 }, { "score": 13.124225616455078, "text": "March 3, 2011", "probability": 0.23363591012789103 }, { "score": 12.593801498413086, "text": "3/4/11 Date: 3/3/11", "probability": 0.13746094576471576 }, { "score": 11.387080192565918, "text": "Effective Date March 3, 2011", "probability": 0.04112509586361632 }, { "score": 10.413914680480957, "text": "3/3/11", "probability": 0.01554055452508945 }, { "score": 9.834720611572266, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010", "probability": 0.008708146432756496 }, { "score": 9.788232803344727, "text": "Date: 3/4/11", "probability": 0.008312589317542892 }, { "score": 9.622708320617676, "text": "Addendum Effective Date March 3, 2011", "probability": 0.0070444964612214386 }, { "score": 8.417881965637207, "text": "Date: 3/4/11 Date: 3/3/11", "probability": 0.0021115458576166793 }, { "score": 8.097576141357422, "text": "Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010", "probability": 0.0015328281434934155 }, { "score": 7.166115760803223, "text": "/4/11", "probability": 0.0006039004625988033 }, { "score": 6.898556709289551, "text": "This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010", "probability": 0.00046213189429188 }, { "score": 6.849661827087402, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 0.00044007952693600385 }, { "score": 6.826197624206543, "text": "November 5, 2010", "probability": 0.0004298736166573119 }, { "score": 6.690489292144775, "text": "4/11", "probability": 0.0003753214724778849 }, { "score": 6.409328460693359, "text": "Date: 3/3/11", "probability": 0.00028333277414901173 }, { "score": 6.33320426940918, "text": "Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010", "probability": 0.0002625647966465427 }, { "score": 6.322768211364746, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\").", "probability": 0.0002598389037167357 }, { "score": 5.795765399932861, "text": "/4/11 Date: 3/3/11", "probability": 0.00015340155510481997 }, { "score": 5.468559265136719, "text": "/11", "probability": 0.00011059256821479554 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Expiration Date": [ { "text": "", "score": 11.225263595581055, "probability": 0.9994238544720271 }, { "score": 3.3923087120056152, "text": "March 3, 2011", "probability": 0.00039622386327440695 }, { "score": 2.039043426513672, "text": "Effective Date March 3, 2011", "probability": 0.00010238232367395948 }, { "score": 0.7004482746124268, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 2.684605614488692e-05 }, { "score": 0.5820216536521912, "text": "Addendum Effective Date March 3, 2011", "probability": 2.384780797896781e-05 }, { "score": -0.8673008680343628, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 5.597778277082938e-06 }, { "score": -0.8784604072570801, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.535656918399733e-06 }, { "score": -1.7680610418319702, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 2.274157397308254e-06 }, { "score": -1.9678446054458618, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 1.8623256299282442e-06 }, { "score": -2.099952220916748, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 1.6318566732191527e-06 }, { "score": -2.109097480773926, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 1.6170009531421267e-06 }, { "score": -2.186856746673584, "text": "Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 1.4960284610630023e-06 }, { "score": -2.2317256927490234, "text": "Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.4303868870590624e-06 }, { "score": -2.5179648399353027, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 1.0743392386581608e-06 }, { "score": -2.519317150115967, "text": "CW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 1.072887380670661e-06 }, { "score": -2.598738670349121, "text": "3, 2011", "probability": 9.909729709651675e-07 }, { "score": -2.684868335723877, "text": "2011", "probability": 9.091931829344286e-07 }, { "score": -3.0877747535705566, "text": "Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 6.076816702759762e-07 }, { "score": -3.5703206062316895, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.750672426279177e-07 }, { "score": -3.583533763885498, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.7014401732395476e-07 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Renewal Term": [ { "text": "", "score": 11.328859329223633, "probability": 0.9999994582502252 }, { "score": -4.36029577255249, "text": "Software License, Customization and Maintenance Agreement", "probability": 1.5356289053127445e-07 }, { "score": -4.604730129241943, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.2026237769833476e-07 }, { "score": -5.054238319396973, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 7.672040017261745e-08 }, { "score": -5.906742572784424, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 3.270942926906275e-08 }, { "score": -6.335789203643799, "text": "Software License, Customization, and Maintenance Agreement", "probability": 2.1298076475629773e-08 }, { "score": -6.471532344818115, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 1.859464472319049e-08 }, { "score": -6.54224157333374, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 1.732523991069265e-08 }, { "score": -6.838926792144775, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). 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Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 8.384900618999232e-09 }, { "score": -7.3062825202941895, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc.", "probability": 8.069757608252585e-09 }, { "score": -7.339306831359863, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License", "probability": 7.807611838849892e-09 }, { "score": -7.426388263702393, "text": "Software License, Customization and Maintenance", "probability": 7.156476151921878e-09 }, { "score": -7.468452453613281, "text": "Software", "probability": 6.861688252171534e-09 }, { "score": -7.478504657745361, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 6.793058678311951e-09 }, { "score": -7.505993366241455, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number:", "probability": 6.60886942888339e-09 }, { "score": -7.542984962463379, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.368863272541496e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.592576026916504, "probability": 0.9999996358441838 }, { "score": -3.957254409790039, "text": "Software License, Customization and Maintenance Agreement", "probability": 1.7652015033908352e-07 }, { "score": -5.085211753845215, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 5.7138474109598464e-08 }, { "score": -5.404841423034668, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 4.150641621345864e-08 }, { "score": -6.6172261238098145, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.2347619877910203e-08 }, { "score": -6.672173500061035, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 1.16874538484699e-08 }, { "score": -6.983430862426758, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 8.56135595397753e-09 }, { "score": -7.264921188354492, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 6.460897612979249e-09 }, { "score": -7.480525016784668, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 5.207836076525352e-09 }, { "score": -7.500526428222656, "text": "Customization and Maintenance Agreement", "probability": 5.104706808027016e-09 }, { "score": -7.562699317932129, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address", "probability": 4.796997147810033e-09 }, { "score": -7.6436591148376465, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:", "probability": 4.42393836002493e-09 }, { "score": -7.668990135192871, "text": "Software License, Customization, and Maintenance Agreement", "probability": 4.313282911954048e-09 }, { "score": -7.684938430786133, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc.", "probability": 4.245039034332314e-09 }, { "score": -7.711583614349365, "text": "Software License", "probability": 4.133422810973167e-09 }, { "score": -7.758081436157227, "text": "Software", "probability": 3.945627523531986e-09 }, { "score": -7.862546920776367, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier", "probability": 3.5542445071382962e-09 }, { "score": -7.864084720611572, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 3.5487829909565782e-09 }, { "score": -7.912047863006592, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;\n\nNOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.", "probability": 3.3825896435420036e-09 }, { "score": -7.943767070770264, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.276980355712353e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Governing Law": [ { "text": "", "score": 11.841703414916992, "probability": 0.9999999749385518 }, { "score": -7.502699375152588, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.9703848193010564e-09 }, { "score": -7.627288341522217, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 3.505292802261439e-09 }, { "score": -8.072511672973633, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 2.2457751140643445e-09 }, { "score": -8.144491195678711, "text": "Bank of America, N.A. (\"Bank of America\")", "probability": 2.0898059218148527e-09 }, { "score": -8.520956039428711, "text": "Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank of America\")", "probability": 1.4341987882060966e-09 }, { "score": -8.752532958984375, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.1377236159619064e-09 }, { "score": -8.776398658752441, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.1108924910190152e-09 }, { "score": -8.843655586242676, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.0386344387784479e-09 }, { "score": -8.877121925354004, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 1.0044503451169707e-09 }, { "score": -8.90098762512207, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 9.807622258491134e-10 }, { "score": -8.919666290283203, "text": "Software License, Customization and Maintenance Agreement", "probability": 9.626129266476486e-10 }, { "score": -8.968244552612305, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 9.16968502582541e-10 }, { "score": -9.017902374267578, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 8.725459362453949e-10 }, { "score": -9.142491340637207, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 7.703356548955051e-10 }, { "score": -9.316289901733398, "text": "Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.47441067648386e-10 }, { "score": -9.350318908691406, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 6.257799346854573e-10 }, { "score": -9.411298751831055, "text": "Bank of America, N.A. (\"Bank of America\")\n\nBy: /s/ Scott Grimes By: /s/ Chandra Torrence", "probability": 5.887601729745734e-10 }, { "score": -9.413467407226562, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 5.874847385375498e-10 }, { "score": -9.440879821777344, "text": "Atlanta, GA 30308", "probability": 5.715990900804308e-10 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Most Favored Nation": [ { "text": "", "score": 10.859114646911621, "probability": 0.9999920199863562 }, { "score": -1.7741695642471313, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:", "probability": 3.261601612004224e-06 }, { "score": -3.0540356636047363, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 9.069683428688548e-07 }, { "score": -3.388648509979248, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:", "probability": 6.490402284123051e-07 }, { "score": -3.5596656799316406, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;\n\nNOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:", "probability": 5.470157142424345e-07 }, { "score": -3.803065299987793, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 4.2883743597908325e-07 }, { "score": -3.9588277339935303, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 3.6698298184900874e-07 }, { "score": -4.308695316314697, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;\n\nNOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:", "probability": 2.5864278304795506e-07 }, { "score": -4.493396759033203, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.", "probability": 2.1502331217187754e-07 }, { "score": -4.707857131958008, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 1.7351882206567827e-07 }, { "score": -4.838522434234619, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.\n\nTHE FOREGOING IS UNDERSTOOD AND AGREED TO BY: Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank of America\")", "probability": 1.5226474904467483e-07 }, { "score": -4.883563041687012, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software", "probability": 1.4555880576637026e-07 }, { "score": -4.952081680297852, "text": "in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:", "probability": 1.3591932751405515e-07 }, { "score": -5.06922721862793, "text": "WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;\n\nNOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:", "probability": 1.208942251971635e-07 }, { "score": -5.070937156677246, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 1.20687680201456e-07 }, { "score": -5.109938621520996, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.1607129199254907e-07 }, { "score": -5.177675247192383, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.0846938451528432e-07 }, { "score": -5.297013282775879, "text": "Supplier", "probability": 9.626741840280028e-08 }, { "score": -5.3413286209106445, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 9.209444154752217e-08 }, { "score": -5.431481838226318, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 8.41550871160268e-08 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Compete": [ { "text": "", "score": 10.586773872375488, "probability": 0.9999990553234084 }, { "score": -4.71191930770874, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.2691414093924217e-07 }, { "score": -5.190008163452148, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.4067930347196647e-07 }, { "score": -5.5316667556762695, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 9.996541380535615e-08 }, { "score": -5.955522537231445, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.542918957469631e-08 }, { "score": -6.319424629211426, "text": "Software License, Customization, and Maintenance Agreement", "probability": 4.547061943500593e-08 }, { "score": -6.391005516052246, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 4.2329553391597806e-08 }, { "score": -6.463155269622803, "text": "Software License, Customization and Maintenance Agreement", "probability": 3.9383059041433985e-08 }, { "score": -6.533845901489258, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.669516925268725e-08 }, { "score": -6.598464488983154, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 3.439896686419381e-08 }, { "score": -6.732664585113525, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.0078975363269385e-08 }, { "score": -6.797513008117676, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.819030182208455e-08 }, { "score": -6.9174957275390625, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.5002986865578655e-08 }, { "score": -7.041560173034668, "text": "This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.2085711188440628e-08 }, { "score": -7.139172077178955, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.0031758571729223e-08 }, { "score": -7.156520366668701, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.968723887931852e-08 }, { "score": -7.233832359313965, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.8222528542027774e-08 }, { "score": -7.262756824493408, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.7703001392470863e-08 }, { "score": -7.338605880737305, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.6409905381108458e-08 }, { "score": -7.363979339599609, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.5998767376354382e-08 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Exclusivity": [ { "text": "", "score": 12.179532051086426, "probability": 0.9999999247036321 }, { "score": -6.155832767486572, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.0890609923858946e-08 }, { "score": -6.319217681884766, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 9.249005467147725e-09 }, { "score": -6.342851638793945, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 9.032977721054005e-09 }, { "score": -6.807640075683594, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 5.675130932344145e-09 }, { "score": -6.994658946990967, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 4.7071129747859526e-09 }, { "score": -7.141733646392822, "text": "Software License, Customization and Maintenance Agreement", "probability": 4.06331874333431e-09 }, { "score": -7.167222023010254, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 3.961060084522403e-09 }, { "score": -7.168688774108887, "text": "Software License, Customization, and Maintenance Agreement", "probability": 3.955254454039956e-09 }, { "score": -7.41139030456543, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 3.1029193867577645e-09 }, { "score": -7.652103424072266, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 2.439102848109599e-09 }, { "score": -7.653570652008057, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.4355267523878963e-09 }, { "score": -7.797196388244629, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.1096822048280088e-09 }, { "score": -7.815488338470459, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 2.071442805758641e-09 }, { "score": -7.81695556640625, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.068405755573911e-09 }, { "score": -7.839122295379639, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 2.023060401609398e-09 }, { "score": -7.84058952331543, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.020094287387299e-09 }, { "score": -7.89377498626709, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 1.9154617653503584e-09 }, { "score": -7.896271705627441, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.9106853600297993e-09 }, { "score": -8.033598899841309, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.6655157091878505e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__No-Solicit Of Customers": [ { "text": "", "score": 11.988931655883789, "probability": 0.9999997431178347 }, { "score": -4.734640121459961, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.458143478734832e-08 }, { "score": -5.0034966468811035, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 4.1714019748449994e-08 }, { "score": -5.212159156799316, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.385798168844905e-08 }, { "score": -5.560329437255859, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.3903012258702142e-08 }, { "score": -6.05496072769165, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.4575954172707829e-08 }, { "score": -6.186601638793945, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.277809383183496e-08 }, { "score": -6.323817253112793, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.1139715227012914e-08 }, { "score": -6.43936824798584, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 9.924095373720838e-09 }, { "score": -6.880321502685547, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 6.385389062739307e-09 }, { "score": -6.880650520324707, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.38328850268437e-09 }, { "score": -6.895705699920654, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.287906744198983e-09 }, { "score": -6.995420455932617, "text": "Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.691156439925381e-09 }, { "score": -6.99558162689209, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.69023926469444e-09 }, { "score": -7.029087066650391, "text": "This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.502743893326339e-09 }, { "score": -7.145947456359863, "text": "Supplier", "probability": 4.8958429516200465e-09 }, { "score": -7.414804458618164, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 3.74166038292462e-09 }, { "score": -7.437154293060303, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 3.6589624774512806e-09 }, { "score": -7.510892868041992, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.3988633134061296e-09 }, { "score": -7.714835166931152, "text": ".", "probability": 2.771805068508985e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Competitive Restriction Exception": [ { "text": "", "score": 11.682058334350586, "probability": 0.9999999745929409 }, { "score": -8.093221664428711, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.5805067974418274e-09 }, { "score": -8.191835403442383, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 2.338178187398238e-09 }, { "score": -8.201059341430664, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.316710138975907e-09 }, { "score": -8.308476448059082, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.0807554588248566e-09 }, { "score": -8.470710754394531, "text": "Software License, Customization, and Maintenance Agreement", "probability": 1.7691456081659893e-09 }, { "score": -8.4801607131958, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 1.7525060006865638e-09 }, { "score": -8.647432327270508, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.482567155848275e-09 }, { "score": -8.746047019958496, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.3433418903130353e-09 }, { "score": -8.95604133605957, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.088897962407927e-09 }, { "score": -9.06387996673584, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 9.775825998697878e-10 }, { "score": -9.109448432922363, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 9.340353852786786e-10 }, { "score": -9.118276596069336, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 9.25825859347914e-10 }, { "score": -9.123342514038086, "text": "Software License, Customization and Maintenance Agreement", "probability": 9.211475614329756e-10 }, { "score": -9.127726554870605, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 9.171180521314003e-10 }, { "score": -9.208063125610352, "text": "Cardlytics, Inc. Agreement Number: CW251207", "probability": 8.463217704034532e-10 }, { "score": -9.2200288772583, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 8.36255241188349e-10 }, { "score": -9.226114273071289, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 8.3118174980345e-10 }, { "score": -9.235565185546875, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 8.233633276413991e-10 }, { "score": -9.484970092773438, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.416177127963511e-10 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__No-Solicit Of Employees": [ { "text": "", "score": 12.034523010253906, "probability": 0.9999999704747318 }, { "score": -7.163409233093262, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 4.596676599783895e-09 }, { "score": -7.382603645324707, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.691892325135667e-09 }, { "score": -7.666878700256348, "text": "Supplier", "probability": 2.7783690889803986e-09 }, { "score": -7.886073589324951, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 2.2314892949736774e-09 }, { "score": -7.984279155731201, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 2.02276146847932e-09 }, { "score": -8.122907638549805, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.7609178144688723e-09 }, { "score": -8.46684455871582, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier", "probability": 1.2484443277718709e-09 }, { "score": -8.62637710571289, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 1.0643514978158887e-09 }, { "score": -8.660310745239258, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.0288401007581584e-09 }, { "score": -8.662116050720215, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 1.026984405637513e-09 }, { "score": -8.686038970947266, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier", "probability": 1.002707484854779e-09 }, { "score": -8.704296112060547, "text": "Supplier Address", "probability": 9.845670132671336e-10 }, { "score": -8.72458267211914, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 9.647947689238757e-10 }, { "score": -8.724594116210938, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 9.647837277871528e-10 }, { "score": -8.774923324584961, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 9.174285952544362e-10 }, { "score": -8.879505157470703, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 8.263289333775242e-10 }, { "score": -8.881311416625977, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 8.248377163439869e-10 }, { "score": -8.913985252380371, "text": "Supplier Address:", "probability": 7.983226378076698e-10 }, { "score": -8.923490524291992, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address", "probability": 7.907703143687694e-10 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Disparagement": [ { "text": "", "score": 10.628023147583008, "probability": 0.99999966174767 }, { "score": -5.752084732055664, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 7.69501353375062e-08 }, { "score": -6.299334526062012, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 4.4518633196508185e-08 }, { "score": -6.522396087646484, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.5617826733480384e-08 }, { "score": -6.616536617279053, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.241773773107641e-08 }, { "score": -7.172884941101074, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.858504843741872e-08 }, { "score": -7.328209400177002, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.5911354135199958e-08 }, { "score": -7.345681190490723, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.5635768787323865e-08 }, { "score": -7.446122169494629, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.4141591138548849e-08 }, { "score": -7.739450454711914, "text": "This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.0546477273096515e-08 }, { "score": -7.880963325500488, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 9.154806350764603e-09 }, { "score": -8.007734298706055, "text": ".", "probability": 8.064793061431066e-09 }, { "score": -8.03797721862793, "text": "Supplier\") Bank of America, N.A. (\"Bank of America\")", "probability": 7.824541437581917e-09 }, { "score": -8.055630683898926, "text": "Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 7.687623262974004e-09 }, { "score": -8.057281494140625, "text": "(\"Supplier\") Bank of America, N.A. (\"Bank of America\")", "probability": 7.674942925052693e-09 }, { "score": -8.098520278930664, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 7.364874960048761e-09 }, { "score": -8.1817045211792, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.777022389739413e-09 }, { "score": -8.19266128540039, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.7031734647226754e-09 }, { "score": -8.220829010009766, "text": "Supplier", "probability": 6.516994745677432e-09 }, { "score": -8.27733039855957, "text": "Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.158984761707688e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Termination For Convenience": [ { "text": "", "score": 11.081037521362305, "probability": 0.99999911862363 }, { "score": -4.276666641235352, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.139111609265785e-07 }, { "score": -4.746862888336182, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.3366872611597031e-07 }, { "score": -5.094560146331787, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 9.441191542189063e-08 }, { "score": -5.346061706542969, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 7.34177496818024e-08 }, { "score": -5.657334804534912, "text": "Software License, Customization and Maintenance Agreement", "probability": 5.37795148437581e-08 }, { "score": -5.823935508728027, "text": "Software License, Customization, and Maintenance Agreement", "probability": 4.552637942228172e-08 }, { "score": -6.219338893890381, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.065784366216723e-08 }, { "score": -6.281347274780273, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.8814541111479306e-08 }, { "score": -6.294131278991699, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.84485204860738e-08 }, { "score": -6.340919017791748, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 2.7148136760405812e-08 }, { "score": -6.567036151885986, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.165402354727952e-08 }, { "score": -6.641828536987305, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.00935505862371e-08 }, { "score": -6.6886162757873535, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.9175073079260243e-08 }, { "score": -6.799613952636719, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.7160555778685648e-08 }, { "score": -6.818537712097168, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.683886693002533e-08 }, { "score": -6.880701541900635, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 1.5823970210182713e-08 }, { "score": -6.893330097198486, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.5625392839100687e-08 }, { "score": -7.0629472732543945, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.3187641762650516e-08 }, { "score": -7.154590606689453, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.2032806896709934e-08 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Rofr/Rofo/Rofn": [ { "text": "", "score": 11.265054702758789, "probability": 0.9999869747529898 }, { "score": -1.5894782543182373, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.6142168673593023e-06 }, { "score": -2.0340659618377686, "text": "WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.6759444682957514e-06 }, { "score": -2.2276718616485596, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.3809490334754388e-06 }, { "score": -2.297412872314453, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.2879218592520437e-06 }, { "score": -2.5895261764526367, "text": "The attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.", "probability": 9.616705538552981e-07 }, { "score": -2.8625857830047607, "text": "WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 7.318768966558176e-07 }, { "score": -2.883545160293579, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.", "probability": 7.16696850513442e-07 }, { "score": -2.9958508014678955, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 6.405628912531998e-07 }, { "score": -3.2630364894866943, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:", "probability": 4.903706919957802e-07 }, { "score": -3.4640910625457764, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 4.010583974721659e-07 }, { "score": -3.5104432106018066, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 3.828927401970354e-07 }, { "score": -3.8876757621765137, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.6257121662883267e-07 }, { "score": -3.895663261413574, "text": "Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.604822830203149e-07 }, { "score": -3.9999053478240967, "text": "the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.346963993012247e-07 }, { "score": -4.021121025085449, "text": "WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.2976960368861617e-07 }, { "score": -4.091805934906006, "text": "Supplier Offer Placement System Software;", "probability": 2.1408907654429002e-07 }, { "score": -4.211952209472656, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software", "probability": 1.8985220468490523e-07 }, { "score": -4.290791034698486, "text": "This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.7545929420603504e-07 }, { "score": -4.298191070556641, "text": "Offer Placement System Software;", "probability": 1.741656814309631e-07 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Change Of Control": [ { "text": "", "score": 12.267641067504883, "probability": 0.9999999483633986 }, { "score": -5.879324436187744, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.3148402674384446e-08 }, { "score": -6.383388042449951, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 7.942568212019308e-09 }, { "score": -6.856481075286865, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 4.9487926736504315e-09 }, { "score": -6.967963695526123, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 4.426729379248798e-09 }, { "score": -7.351992607116699, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.015097327305748e-09 }, { "score": -7.753755569458008, "text": "Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.017520229947063e-09 }, { "score": -7.792470455169678, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 1.940904812682381e-09 }, { "score": -7.813687801361084, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.900157764065255e-09 }, { "score": -7.945120334625244, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.6661313516765387e-09 }, { "score": -8.074616432189941, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.4637597335090651e-09 }, { "score": -8.296533584594727, "text": "Supplier", "probability": 1.1724447904696717e-09 }, { "score": -8.32914924621582, "text": "Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.1348216154638135e-09 }, { "score": -8.34846019744873, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 1.113117369881987e-09 }, { "score": -8.358345031738281, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.1021685917150439e-09 }, { "score": -8.396332740783691, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 1.061085007955403e-09 }, { "score": -8.441431999206543, "text": "Supplier Name: Cardlytics, Inc.", "probability": 1.0142939134053713e-09 }, { "score": -8.514193534851074, "text": "Supplier Name: Cardlytics, Inc. Agreement Number:", "probability": 9.431133358924645e-10 }, { "score": -8.617865562438965, "text": "Supplier", "probability": 8.502364050029783e-10 }, { "score": -8.710186004638672, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 7.752565386161859e-10 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Anti-Assignment": [ { "text": "", "score": 11.515710830688477, "probability": 0.9999991486304974 }, { "score": -4.424053192138672, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.1952206070569635e-07 }, { "score": -4.4622931480407715, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.1503782724560817e-07 }, { "score": -4.474394798278809, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.1365406946006779e-07 }, { "score": -4.59736442565918, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.0050321622530293e-07 }, { "score": -5.613125801086426, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.639488904023677e-08 }, { "score": -5.625227928161621, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.595708797365785e-08 }, { "score": -5.637529373168945, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 3.551747332477027e-08 }, { "score": -5.649631500244141, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 3.5090226859295904e-08 }, { "score": -5.748197555541992, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.179651203530798e-08 }, { "score": -5.772601127624512, "text": "Supplier", "probability": 3.102995496939811e-08 }, { "score": -5.8064284324646, "text": "Software License, Customization and Maintenance Agreement", "probability": 2.9997850299863295e-08 }, { "score": -5.937352180480957, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 2.6316654097134147e-08 }, { "score": -5.946989059448242, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.6064261777187307e-08 }, { "score": -5.949454307556152, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 2.6000086042213682e-08 }, { "score": -6.1805830001831055, "text": "Supplier", "probability": 2.063463871527393e-08 }, { "score": -6.192685127258301, "text": "Software License, Customization and Maintenance Agreement Supplier", "probability": 2.038642070784904e-08 }, { "score": -6.416851043701172, "text": "Software License, Customization, and Maintenance Agreement", "probability": 1.6292471194274487e-08 }, { "score": -6.455090522766113, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.568121708492396e-08 }, { "score": -6.467192649841309, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.549258473169861e-08 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Revenue/Profit Sharing": [ { "text": "", "score": 11.436845779418945, "probability": 0.9999994233355364 }, { "score": -4.427731990814209, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.2885496764339814e-07 }, { "score": -4.727280139923096, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 9.550125043295305e-08 }, { "score": -5.369400501251221, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.025042374357625e-08 }, { "score": -5.663982391357422, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.742867378835471e-08 }, { "score": -5.926719665527344, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.8780550102616344e-08 }, { "score": -5.956337928771973, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.7940620226325556e-08 }, { "score": -5.988239765167236, "text": "Supplier", "probability": 2.7063331100320318e-08 }, { "score": -6.2364091873168945, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.111556177542716e-08 }, { "score": -6.254083633422852, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.074563467508462e-08 }, { "score": -6.255886077880859, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.0708275499870208e-08 }, { "score": -6.287787914276123, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 2.0058070000951475e-08 }, { "score": -6.337657928466797, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.9082306651470705e-08 }, { "score": -6.535957336425781, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.564986271020866e-08 }, { "score": -6.690818786621094, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier", "probability": 1.3404637031748102e-08 }, { "score": -6.9012346267700195, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 1.0861070192642418e-08 }, { "score": -6.934514999389648, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;\n\nNOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:", "probability": 1.0505558325922823e-08 }, { "score": -6.944166660308838, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.0404649989057999e-08 }, { "score": -6.9903669357299805, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier", "probability": 9.93488742843513e-09 }, { "score": -7.161272048950195, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 8.374132011420112e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Price Restrictions": [ { "text": "", "score": 11.269622802734375, "probability": 0.9999996278968662 }, { "score": -5.260047435760498, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.626058504370136e-08 }, { "score": -5.779794692993164, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.940323695374477e-08 }, { "score": -5.786025047302246, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.9158504004745735e-08 }, { "score": -6.007476806640625, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.13798464945405e-08 }, { "score": -6.2065839767456055, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.571459386400343e-08 }, { "score": -6.2719316482543945, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.4087933099888444e-08 }, { "score": -6.647139549255371, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.6551936645855212e-08 }, { "score": -6.791678428649902, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.432439794519469e-08 }, { "score": -6.797908782958984, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.4235429311580184e-08 }, { "score": -6.936550617218018, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.2392507360877322e-08 }, { "score": -6.942747116088867, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.2315954627418759e-08 }, { "score": -6.942781448364258, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.231553179993115e-08 }, { "score": -7.166886806488037, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 9.84295386570846e-09 }, { "score": -7.173117637634277, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 9.781814753734063e-09 }, { "score": -7.191003799438477, "text": "This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 9.60841101878401e-09 }, { "score": -7.2337751388549805, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 9.206111189439604e-09 }, { "score": -7.259915351867676, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 8.968579570985638e-09 }, { "score": -7.288470268249512, "text": "Supplier", "probability": 8.716104390213006e-09 }, { "score": -7.394569396972656, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 7.838702044720756e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Minimum Commitment": [ { "text": "", "score": 11.718170166015625, "probability": 0.9999998419857262 }, { "score": -6.215271949768066, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.627814748331317e-08 }, { "score": -6.259360313415527, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.557606123609078e-08 }, { "score": -6.280932426452637, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.5243650969021906e-08 }, { "score": -6.351349353790283, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.4207161367379206e-08 }, { "score": -6.372921466827393, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.3903964928122886e-08 }, { "score": -6.715891361236572, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 9.867081855046456e-09 }, { "score": -6.718652725219727, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 9.839872834886597e-09 }, { "score": -6.854730129241943, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 8.58799573741615e-09 }, { "score": -6.876302242279053, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 8.404718468959718e-09 }, { "score": -6.964437484741211, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 7.695671501803311e-09 }, { "score": -7.296493053436279, "text": "WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 5.521239926773578e-09 }, { "score": -7.393328666687012, "text": "Supplier", "probability": 5.011658239341279e-09 }, { "score": -7.485317707061768, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 4.5712093863305176e-09 }, { "score": -7.489065170288086, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 4.554111005043056e-09 }, { "score": -7.578604698181152, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 4.1640610612713505e-09 }, { "score": -7.581054210662842, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 4.153873623948501e-09 }, { "score": -7.670593738555908, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 3.798103162564993e-09 }, { "score": -7.740054130554199, "text": "Cardlytics, Inc. Agreement Number: CW251207", "probability": 3.543239360690067e-09 }, { "score": -7.876131534576416, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.0924509937126758e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Volume Restriction": [ { "text": "", "score": 11.747257232666016, "probability": 0.9999999291686793 }, { "score": -6.825186252593994, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 8.591920464985112e-09 }, { "score": -7.18007755279541, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.0250813457427186e-09 }, { "score": -7.255571365356445, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 5.586970375656982e-09 }, { "score": -7.328880310058594, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 5.19204799501111e-09 }, { "score": -7.338788986206055, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 5.140855715590911e-09 }, { "score": -7.414283275604248, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 4.767038525248393e-09 }, { "score": -7.425807952880859, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 4.712415306740685e-09 }, { "score": -7.683771133422852, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 3.6409236520631566e-09 }, { "score": -7.759265422821045, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 3.376173982910183e-09 }, { "score": -7.852766990661621, "text": "Supplier", "probability": 3.0748051788734322e-09 }, { "score": -7.936232089996338, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.828584595057737e-09 }, { "score": -8.02243423461914, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 2.5949682950340295e-09 }, { "score": -8.033159255981445, "text": "Software License, Customization, and Maintenance Agreement", "probability": 2.5672859170321187e-09 }, { "score": -8.119361877441406, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 2.35524947492304e-09 }, { "score": -8.170080184936523, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.238773896813161e-09 }, { "score": -8.207657814025879, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 2.15620712905652e-09 }, { "score": -8.283151626586914, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 1.9994195368550934e-09 }, { "score": -8.283333778381348, "text": "Software License, Customization and Maintenance Agreement", "probability": 1.9990553721662625e-09 }, { "score": -8.291123390197754, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.9835439990385345e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Ip Ownership Assignment": [ { "text": "", "score": 11.907615661621094, "probability": 0.9999993439787505 }, { "score": -3.6008241176605225, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.839796956226946e-07 }, { "score": -4.171024322509766, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.0402436981066553e-07 }, { "score": -4.815608978271484, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.460036354338068e-08 }, { "score": -4.890837669372559, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.064354857523631e-08 }, { "score": -5.208773612976074, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.685074760904976e-08 }, { "score": -5.668233394622803, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.3275844933165656e-08 }, { "score": -5.775211334228516, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 2.091440560793558e-08 }, { "score": -5.843637466430664, "text": "Software License, Customization and Maintenance Agreement", "probability": 1.9531177850455796e-08 }, { "score": -5.845202445983887, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.9500635861497117e-08 }, { "score": -5.853357791900635, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.9342248161549537e-08 }, { "score": -5.884593963623047, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 1.8747408990245906e-08 }, { "score": -5.892117977142334, "text": "Software License, Customization, and Maintenance Agreement", "probability": 1.8606882555889603e-08 }, { "score": -5.928586959838867, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.7940532876761916e-08 }, { "score": -6.238433837890625, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.316044423008887e-08 }, { "score": -6.3098602294921875, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.2253226496891265e-08 }, { "score": -6.411108016967773, "text": "This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.1073352012058592e-08 }, { "score": -6.454793930053711, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 1.0600016834213842e-08 }, { "score": -6.462318420410156, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.0520556434180289e-08 }, { "score": -6.468493461608887, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.0455791732910765e-08 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Joint Ip Ownership": [ { "text": "", "score": 11.713432312011719, "probability": 0.9999984558850237 }, { "score": -2.948108434677124, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 4.2911439832471683e-07 }, { "score": -3.4604759216308594, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.5707196346664854e-07 }, { "score": -4.036806583404541, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.4446328574991532e-07 }, { "score": -4.328577995300293, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.0790529945025747e-07 }, { "score": -4.581098556518555, "text": "Software License, Customization, and Maintenance Agreement", "probability": 8.382517871070452e-08 }, { "score": -4.659703254699707, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 7.748843706903776e-08 }, { "score": -4.6739501953125, "text": "Software License, Customization and Maintenance Agreement", "probability": 7.639229081405923e-08 }, { "score": -4.971510887145996, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 5.673101674312195e-08 }, { "score": -5.093466281890869, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 5.02176068328778e-08 }, { "score": -5.2360334396362305, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 4.3545159158902744e-08 }, { "score": -5.418159484863281, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.6294727977922603e-08 }, { "score": -5.5478410720825195, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.1880384309786394e-08 }, { "score": -5.669796466827393, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.822012889701997e-08 }, { "score": -5.837637901306152, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 2.3859777216464555e-08 }, { "score": -5.83961296081543, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.3812699242787445e-08 }, { "score": -5.924732685089111, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.1869638295952012e-08 }, { "score": -5.961568355560303, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.1078712084758247e-08 }, { "score": -6.253411293029785, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.5743391466467628e-08 }, { "score": -6.328750133514404, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 1.4600880677971862e-08 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__License Grant": [ { "text": "", "score": 10.398369789123535, "probability": 0.9999774507686354 }, { "score": -1.638494610786438, "text": "The attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.", "probability": 5.921700229369855e-06 }, { "score": -2.5015816688537598, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 2.498115257376279e-06 }, { "score": -2.725386381149292, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.997171317541044e-06 }, { "score": -2.740964889526367, "text": "Software License, Customization, and Maintenance Agreement", "probability": 1.9662994605366147e-06 }, { "score": -3.0718812942504883, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.4123244951602405e-06 }, { "score": -3.1279025077819824, "text": "Software License, Customization and Maintenance Agreement", "probability": 1.335379754329707e-06 }, { "score": -3.1511435508728027, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;\n\nNOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.", "probability": 1.3047020081863507e-06 }, { "score": -3.2055139541625977, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.235658795114553e-06 }, { "score": -3.482059955596924, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;\n\nNOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.", "probability": 9.37122062040065e-07 }, { "score": -3.5364303588867188, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 8.875307240964253e-07 }, { "score": -3.8639206886291504, "text": "Offer Placement System Software for use by Bank of America.", "probability": 6.396702503251102e-07 }, { "score": -4.19055700302124, "text": "Software License", "probability": 4.614236010181277e-07 }, { "score": -4.329747676849365, "text": "Software License", "probability": 4.0146719401292646e-07 }, { "score": -4.521473407745361, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License", "probability": 3.3142451973470015e-07 }, { "score": -4.55613899230957, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software", "probability": 3.201323506371436e-07 }, { "score": -4.8082475662231445, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 2.487941709950607e-07 }, { "score": -4.887055397033691, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software", "probability": 2.2993993009318923e-07 }, { "score": -4.928783416748047, "text": "Software", "probability": 2.2054242534876854e-07 }, { "score": -5.027392387390137, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.9983281879267338e-07 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Transferable License": [ { "text": "", "score": 11.536640167236328, "probability": 0.9999962460757553 }, { "score": -1.9803022146224976, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.3479223704894649e-06 }, { "score": -2.870659351348877, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.533344243679903e-07 }, { "score": -3.4335179328918457, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.1516741785361607e-07 }, { "score": -3.5934767723083496, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.6857901224982724e-07 }, { "score": -4.003298282623291, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.7827434595321295e-07 }, { "score": -4.011122703552246, "text": "Software License, Customization, and Maintenance Agreement", "probability": 1.7688489534155127e-07 }, { "score": -4.4620680809021, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.1268021317594659e-07 }, { "score": -4.483834266662598, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.1025409418653154e-07 }, { "score": -4.601789474487305, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 9.798676723032912e-08 }, { "score": -4.770910263061523, "text": "Software License, Customization and Maintenance Agreement", "probability": 8.27407026049176e-08 }, { "score": -4.901480197906494, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 7.261283652730655e-08 }, { "score": -5.02492618560791, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 6.418026278485301e-08 }, { "score": -5.0291829109191895, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 6.390764567549215e-08 }, { "score": -5.046692371368408, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 6.279839679525957e-08 }, { "score": -5.164647579193115, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 5.581118719096634e-08 }, { "score": -5.167407035827637, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software", "probability": 5.5657390934832795e-08 }, { "score": -5.2894062995910645, "text": "Software License", "probability": 4.926508505182416e-08 }, { "score": -5.400057792663574, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier", "probability": 4.410460166327875e-08 }, { "score": -5.454620838165283, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;\n\nNOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.", "probability": 4.176259479808571e-08 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Affiliate License-Licensor": [ { "text": "", "score": 11.428437232971191, "probability": 0.9999821329923221 }, { "score": -0.7017216682434082, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.394251176728914e-06 }, { "score": -1.0513277053833008, "text": "Software License, Customization, and Maintenance Agreement", "probability": 3.8027624092786706e-06 }, { "score": -1.7728989124298096, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.8480971559359732e-06 }, { "score": -2.122504949569702, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.302845225970708e-06 }, { "score": -2.331789255142212, "text": "Software License, Customization and Maintenance Agreement", "probability": 1.0568219060610277e-06 }, { "score": -2.526991844177246, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 8.69413540207101e-07 }, { "score": -2.7227141857147217, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 7.148670283716112e-07 }, { "score": -3.2555196285247803, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 4.1959548167124396e-07 }, { "score": -3.293853759765625, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 4.0381505037631743e-07 }, { "score": -3.4504642486572266, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software", "probability": 3.452768255382159e-07 }, { "score": -3.5981690883636475, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.978653826726905e-07 }, { "score": -3.7461280822753906, "text": "Software License", "probability": 2.56898908284369e-07 }, { "score": -3.9208261966705322, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.1572070533401311e-07 }, { "score": -4.0073089599609375, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.978485376991313e-07 }, { "score": -4.205958843231201, "text": "Software", "probability": 1.6220352819580805e-07 }, { "score": -4.270432472229004, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.5207567587939694e-07 }, { "score": -4.302996635437012, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA", "probability": 1.4720322299049112e-07 }, { "score": -4.353386402130127, "text": "Software License, Customization, and Maintenance Agreement,", "probability": 1.3996947101871132e-07 }, { "score": -4.35691499710083, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.3947644580192683e-07 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Affiliate License-Licensee": [ { "text": "", "score": 11.87631607055664, "probability": 0.9999984064020802 }, { "score": -2.377580404281616, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.4507576080404e-07 }, { "score": -3.8587586879730225, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.466706335510714e-07 }, { "score": -4.110673904418945, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.1400864380507639e-07 }, { "score": -4.142714977264404, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.1041358684581618e-07 }, { "score": -4.419414520263672, "text": "Software License, Customization, and Maintenance Agreement", "probability": 8.372466793446852e-08 }, { "score": -4.514501571655273, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 7.613031942823253e-08 }, { "score": -4.7209296226501465, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.19308568192726e-08 }, { "score": -4.972845077514648, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 4.813950237558925e-08 }, { "score": -5.004885673522949, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 4.662153222224877e-08 }, { "score": -5.0427350997924805, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 4.4889911127057194e-08 }, { "score": -5.257260322570801, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 3.6222767232734506e-08 }, { "score": -5.363080024719238, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software", "probability": 3.258552424104892e-08 }, { "score": -5.541216850280762, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 2.7268476349105717e-08 }, { "score": -5.722928047180176, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.2737604178146826e-08 }, { "score": -5.861320495605469, "text": "Software", "probability": 1.9798925670942616e-08 }, { "score": -5.864262580871582, "text": "Software License", "probability": 1.9740761147889757e-08 }, { "score": -5.883027076721191, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;\n\nNOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software", "probability": 1.937378950389663e-08 }, { "score": -5.890569686889648, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.92282102760431e-08 }, { "score": -5.900592803955078, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 1.9036446315228935e-08 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.576290130615234, "probability": 0.9999996551091029 }, { "score": -4.366491317749023, "text": "Software License, Customization, and Maintenance Agreement", "probability": 1.1916201570927177e-07 }, { "score": -5.655877113342285, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 3.282197459054669e-08 }, { "score": -5.929600715637207, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.4962498678512237e-08 }, { "score": -6.108547210693359, "text": "Software License, Customization and Maintenance Agreement", "probability": 2.0872409155998625e-08 }, { "score": -6.118295669555664, "text": "Software License", "probability": 2.0669923897145575e-08 }, { "score": -6.305530548095703, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.7140512496659335e-08 }, { "score": -6.341092109680176, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.6541679923507708e-08 }, { "score": -6.505043029785156, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 1.4040307943502941e-08 }, { "score": -6.56709098815918, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software", "probability": 1.3195612306089724e-08 }, { "score": -6.649397850036621, "text": "Software", "probability": 1.2153017725344943e-08 }, { "score": -6.848077774047852, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 9.963192848978717e-09 }, { "score": -7.185398101806641, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 7.1105333824748495e-09 }, { "score": -7.218986511230469, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 6.875668328250128e-09 }, { "score": -7.25956916809082, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.602221566299121e-09 }, { "score": -7.561328411102295, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 4.8824490590400025e-09 }, { "score": -7.596889495849609, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 4.711874753129711e-09 }, { "score": -7.6097869873046875, "text": "Software License", "probability": 4.651493608420368e-09 }, { "score": -7.681405067443848, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License", "probability": 4.3300119160983445e-09 }, { "score": -7.711058139801025, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 4.2034987811784554e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.80135726928711, "probability": 0.9999987009184056 }, { "score": -2.5525267124176025, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.836961498980301e-07 }, { "score": -3.423485517501831, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.443060520727729e-07 }, { "score": -4.92047119140625, "text": "Software License, Customization, and Maintenance Agreement", "probability": 5.4676613516288286e-08 }, { "score": -4.941461086273193, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 5.3540917908950155e-08 }, { "score": -4.955177307128906, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 5.2811552358460055e-08 }, { "score": -5.212472915649414, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 4.0830704225416334e-08 }, { "score": -5.241212844848633, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.967393503079608e-08 }, { "score": -5.493755340576172, "text": "Software License", "probability": 3.081963318589371e-08 }, { "score": -5.535236358642578, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.9567355852613716e-08 }, { "score": -5.565317630767822, "text": "Software License, Customization and Maintenance Agreement", "probability": 2.8691176538357848e-08 }, { "score": -5.7914299964904785, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 2.288489926001187e-08 }, { "score": -5.9474287033081055, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software", "probability": 1.9579411202351147e-08 }, { "score": -6.038918972015381, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,", "probability": 1.786758713017363e-08 }, { "score": -6.065605163574219, "text": "Software", "probability": 1.7397075284640602e-08 }, { "score": -6.083431720733643, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 1.7089693249484662e-08 }, { "score": -6.3647141456604, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. 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Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 8.694747375394154e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Source Code Escrow": [ { "text": "", "score": 12.138547897338867, "probability": 0.9999999586164815 }, { "score": -6.715148448944092, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.485503459894168e-09 }, { "score": -6.817049026489258, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. 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Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.284377677346942e-10 }, { "score": -9.949514389038086, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.042672919994943e-10 }, { "score": -10.186025619506836, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.4018160738346924e-10 }, { "score": -10.20295524597168, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.361496485653705e-10 }, { "score": -10.426319122314453, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.8887809969488343e-10 }, { "score": -10.457975387573242, "text": "Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.8299257286040664e-10 }, { "score": -10.469167709350586, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.8095588002388638e-10 }, { "score": -10.657889366149902, "text": "THE FOREGOING IS UNDERSTOOD AND AGREED TO BY: Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank of America\")", "probability": 1.4983453541133143e-10 }, { "score": -10.770927429199219, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.338197205272453e-10 }, { "score": -10.804781913757324, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 1.2936515187786082e-10 }, { "score": -10.823068618774414, "text": "Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.270209883438675e-10 }, { "score": -10.826398849487305, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.", "probability": 1.2659868272516992e-10 }, { "score": -10.881221771240234, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 1.1984499301227017e-10 }, { "score": -10.897031784057617, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 1.179651415312477e-10 }, { "score": -10.923736572265625, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.\n\nTHE FOREGOING IS UNDERSTOOD AND AGREED TO BY: Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank of America\")", "probability": 1.1485659863537067e-10 }, { "score": -10.957966804504395, "text": "THE FOREGOING IS UNDERSTOOD AND AGREED TO BY: Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank of America\")\n\nBy: /s/ Scott Grimes By: /s/ Chandra Torrence", "probability": 1.109915585836351e-10 }, { "score": -10.973471641540527, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011", "probability": 1.0928392505465219e-10 }, { "score": -11.01121997833252, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.0523552946020456e-10 }, { "score": -11.045687675476074, "text": "Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank of America\")", "probability": 1.0167010211390674e-10 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Liquidated Damages": [ { "text": "", "score": 11.96534538269043, "probability": 0.9999999433179955 }, { "score": -6.10140323638916, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.4246584035697166e-08 }, { "score": -6.952186584472656, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.084434648601976e-09 }, { "score": -7.191779613494873, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 4.788134048560031e-09 }, { "score": -7.210606098175049, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 4.698833560976199e-09 }, { "score": -7.3805341720581055, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.964525697122108e-09 }, { "score": -7.617490291595459, "text": "This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.1281134962071686e-09 }, { "score": -7.651670455932617, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.0230006827266017e-09 }, { "score": -7.79915714263916, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.608468467219669e-09 }, { "score": -7.908005714416504, "text": "Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.3394472491588125e-09 }, { "score": -7.9785661697387695, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 2.1800639861935996e-09 }, { "score": -8.002063751220703, "text": ".", "probability": 2.1294349148973107e-09 }, { "score": -8.033712387084961, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.063096501969983e-09 }, { "score": -8.687829971313477, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.0726051685434343e-09 }, { "score": -8.829349517822266, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 9.3106226871855e-10 }, { "score": -8.88896369934082, "text": "Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 8.771797901339033e-10 }, { "score": -8.900559425354004, "text": "Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 8.670669995121392e-10 }, { "score": -9.257697105407715, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.066661083792945e-10 }, { "score": -9.319576263427734, "text": "Supplier", "probability": 5.702640009292773e-10 }, { "score": -9.445039749145508, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 5.030230164539468e-10 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Warranty Duration": [ { "text": "", "score": 11.80532455444336, "probability": 0.9999996729990271 }, { "score": -4.506854057312012, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 8.235893064720804e-08 }, { "score": -4.610553741455078, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 7.424624574495247e-08 }, { "score": -5.335301399230957, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.5968356156893665e-08 }, { "score": -5.75486946105957, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 2.364310418081171e-08 }, { "score": -6.224142074584961, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.4787746237770844e-08 }, { "score": -6.3762922286987305, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.2700593527270765e-08 }, { "score": -6.536138534545898, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.0824395408890734e-08 }, { "score": -6.5374250411987305, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 1.0810478706069154e-08 }, { "score": -6.640729904174805, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 9.749451737010852e-09 }, { "score": -6.750778675079346, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 8.733465717030669e-09 }, { "score": -6.995980739593506, "text": "This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.834342133744092e-09 }, { "score": -7.155986309051514, "text": "Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.823809765385854e-09 }, { "score": -7.3407206535339355, "text": ".", "probability": 4.841479239201783e-09 }, { "score": -7.341869831085205, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 4.835918715571559e-09 }, { "score": -7.365477561950684, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 4.723090694927048e-09 }, { "score": -7.485222339630127, "text": "Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 4.19007492598951e-09 }, { "score": -7.486778259277344, "text": "Software License, Customization and Maintenance Agreement", "probability": 4.183560575306169e-09 }, { "score": -7.524781703948975, "text": "Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 4.027554031224472e-09 }, { "score": -7.604654312133789, "text": "Software License, Customization, and Maintenance Agreement", "probability": 3.718374622500537e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Insurance": [ { "text": "", "score": 11.602593421936035, "probability": 0.999999677197403 }, { "score": -4.9381327629089355, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.553204956454238e-08 }, { "score": -5.200926780700684, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 5.038760999924523e-08 }, { "score": -5.363089561462402, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 4.2844724877039e-08 }, { "score": -5.630853652954102, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.277999560544602e-08 }, { "score": -6.229119300842285, "text": "Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.8021271160951004e-08 }, { "score": -6.297789573669434, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.6825280020931405e-08 }, { "score": -6.560583591461182, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.2936962195693302e-08 }, { "score": -6.722746849060059, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.1000329678782544e-08 }, { "score": -6.76890754699707, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 1.0504088320210844e-08 }, { "score": -6.964889049530029, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 8.634648831008526e-09 }, { "score": -6.984377861022949, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 8.467998966160225e-09 }, { "score": -7.139688491821289, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 7.249870454676337e-09 }, { "score": -7.146541118621826, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 7.2003596314412985e-09 }, { "score": -7.207700729370117, "text": "Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.773184516675948e-09 }, { "score": -7.223491668701172, "text": "This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 6.6670696029808265e-09 }, { "score": -7.615382194519043, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement", "probability": 4.505459563299717e-09 }, { "score": -7.628318786621094, "text": "March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 4.447549656742707e-09 }, { "score": -7.702007293701172, "text": "Supplier", "probability": 4.1316002369729395e-09 }, { "score": -7.761609077453613, "text": ".", "probability": 3.892544335936862e-09 } ], "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Covenant Not To Sue": [ { "text": "", "score": 11.905388832092285, "probability": 0.9999999915104619 }, { "score": -8.736374855041504, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 1.0849155407362038e-09 }, { "score": -9.112802505493164, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:", "probability": 7.445870503383754e-10 }, { "score": -9.129854202270508, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 7.319982132742914e-10 }, { "score": -9.172557830810547, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 7.013972693359478e-10 }, { "score": -9.252985000610352, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 6.471947635208658e-10 }, { "score": -9.637486457824707, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 4.406036936330354e-10 }, { "score": -9.790306091308594, "text": "Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 3.781633268973336e-10 }, { "score": -9.800724983215332, "text": "Supplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308", "probability": 3.742437384126289e-10 }, { "score": -9.882623672485352, "text": "Cardlytics, Inc. Agreement Number: CW251207", "probability": 3.448151936267129e-10 }, { "score": -9.92532730102539, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 3.304003081558022e-10 }, { "score": -9.950743675231934, "text": "621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.221085498642496e-10 }, { "score": -9.958833694458008, "text": "Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.195131978818063e-10 }, { "score": -9.965692520141602, "text": "CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.173292109087564e-10 }, { "score": -10.005754470825195, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207", "probability": 3.0486766723024695e-10 }, { "score": -10.008354187011719, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.\n\nTHE FOREGOING IS UNDERSTOOD AND AGREED TO BY: Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank of America\")", "probability": 3.0407612715657525e-10 }, { "score": -10.027336120605469, "text": "NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.", "probability": 2.983586107359295e-10 }, { "score": -10.030965805053711, "text": "Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.9727762612984445e-10 }, { "score": -10.07366943359375, "text": "Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;", "probability": 2.8485003299320044e-10 }, { "score": -10.154096603393555, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). 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Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039", "probability": 3.777122313724907e-08 }, { "score": -5.6532301902771, "text": "Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc.", "probability": 3.65873977655132e-08 }, { "score": -5.894678115844727, "text": "Supplier", "probability": 2.8739024338087686e-08 }, { "score": -5.9975361824035645, "text": "Cardlytics, Inc. 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"probability": 0.032703580298679515 }, { "score": 11.159293174743652, "text": "Airspan Networks Incorporated, a company incorporated under the laws of the State of Washington having its principal office at 777 108th Avenue NE, Suite 1895, Bellevue, Washington 98004 (\"Airspan\") and GLS LLC, (\"Distributor", "probability": 0.030202832923991636 }, { "score": 11.116570472717285, "text": "Airspan Networks Incorporated, a company incorporated under the laws of the State of Washington having its principal office at 777 108th Avenue NE, Suite 1895, Bellevue, Washington 98004 (\"Airspan\") and GLS", "probability": 0.02893966146712283 }, { "score": 10.991501808166504, "text": "Distributor Agreement (the \"Agreement\") is made effective as of the 31st day of March, 2000 (the \"Effective Date\"), by and between Airspan Networks Incorporated", "probability": 0.025537408031728524 }, { "score": 10.903305053710938, "text": "Distributor Agreement (the \"Agreement\") is made effective as of the 31st 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GLS LLC", "probability": 0.011560391565470824 }, { "score": 10.138750076293945, "text": "Distributor Agreement ---------------------\n\nThis Distributor Agreement (the \"Agreement\") is made effective as of the 31st day of March, 2000 (the \"Effective Date\"), by and between Airspan Networks Incorporated, a company incorporated under the laws of the State of Washington having its principal office at 777 108th Avenue NE, Suite 1895, Bellevue, Washington 98004 (\"Airspan\") and GLS LLC, (\"Distributor", "probability": 0.010885075458078606 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Agreement Date": [ { "score": 15.014579772949219, "text": "31st day of March, 2000", "probability": 0.9444210678813557 }, { "text": "", "score": 11.259359359741211, "probability": 0.02209500798491603 }, { "score": 10.681696891784668, "text": "31st day of March, 2000 (", "probability": 0.012399910216950564 }, { "score": 10.584451675415039, "text": "the 31st day of March, 2000", "probability": 0.011250853761101716 }, { "score": 9.64929485321045, "text": "31st day of March, 2000 (the \"Effective Date\"),", "probability": 0.0044162335439828 }, { "score": 8.813446998596191, "text": "This Distributor Agreement (the \"Agreement\") is made effective as of the 31st day of March, 2000", "probability": 0.0019144671606575062 }, { "score": 8.587212562561035, "text": "Distributor Agreement (the \"Agreement\") is made effective as of the 31st day of March, 2000", "probability": 0.0015268471191548425 }, { "score": 7.63425350189209, "text": "March, 2000", "probability": 0.0005887496913627338 }, { "score": 7.126295566558838, "text": "31st day of March, 2000 (the", "probability": 0.00035426427911400857 }, { "score": 6.251568794250488, "text": "the 31st day of March, 2000 (", "probability": 0.0001477196784847963 }, { "score": 6.078967094421387, "text": "31st day of March,", "probability": 0.00012430207770658977 }, { "score": 5.943426132202148, "text": "of March, 2000", "probability": 0.000108545967995077 }, { "score": 5.808473587036133, "text": "day of March, 2000", "probability": 9.484284003131768e-05 }, { "score": 5.805081844329834, "text": ", 2000", "probability": 9.452170243630626e-05 }, { "score": 5.764252185821533, "text": "is made effective as of the 31st day of March, 2000", "probability": 9.07401389048493e-05 }, { "score": 5.763199329376221, "text": "effective as of the 31st day of March, 2000", "probability": 9.064465284013469e-05 }, { "score": 5.58152961730957, "text": "31st day of March, 2000 (the \"", "probability": 7.558646528404876e-05 }, { "score": 5.5800065994262695, "text": "st day of March, 2000", "probability": 7.547143336575552e-05 }, { "score": 5.457729339599609, "text": "31st day of March", "probability": 6.678489677613426e-05 }, { "score": 5.406323432922363, "text": "as of the 31st day of March, 2000", "probability": 6.343850757947044e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Effective Date": [ { "score": 15.146078109741211, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\").", "probability": 0.4962501610259778 }, { "score": 15.085053443908691, "text": "31st day of March, 2000", "probability": 0.4668721683030911 }, { "text": "", "score": 11.679600715637207, "probability": 0.015496322882331527 }, { "score": 11.063058853149414, "text": "31st day of March, 2000 (", "probability": 0.008365038190129636 }, { "score": 10.357965469360352, "text": "This Distributor Agreement (the \"Agreement\") is made effective as of the 31st day of March, 2000", "probability": 0.004132851134403677 }, { "score": 9.941082954406738, "text": "the 31st day of March, 2000", "probability": 0.0027239553618105695 }, { "score": 9.894754409790039, "text": "31st day of March, 2000 (the \"Effective Date\"),", "probability": 0.0026006371079678806 }, { "score": 9.353837013244629, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term", "probability": 0.0015141270374617736 }, { "score": 8.437020301818848, "text": "Distributor Agreement (the \"Agreement\") is made effective as of the 31st day of March, 2000", "probability": 0.0006053323388039234 }, { "score": 7.652756214141846, "text": "31st day of March, 2000 (the", "probability": 0.00027630726897953314 }, { "score": 7.456541061401367, "text": "April 30, 2000", "probability": 0.0002270790936861786 }, { "score": 7.252328872680664, "text": "March, 2000", "probability": 0.00018513516842178537 }, { "score": 7.176888465881348, "text": "31st day of March, 2000 (the \"", "probability": 0.0001716823198806162 }, { "score": 7.1362080574035645, "text": "The parties mutually agree that by April 30, 2000", "probability": 0.0001648383642448855 }, { "score": 6.575901985168457, "text": "\").", "probability": 9.412835324179536e-05 }, { "score": 6.335970878601074, "text": "This Distributor Agreement (the \"Agreement\") is made effective as of the 31st day of March, 2000 (", "probability": 7.404908649633562e-05 }, { "score": 6.2577056884765625, "text": "31st day of March, 2000 (the \"Effective Date", "probability": 6.847460962892385e-05 }, { "score": 6.225705623626709, "text": "sixty (60) months from the Effective Date (the \"Initial Term\").", "probability": 6.631810583019676e-05 }, { "score": 6.056161880493164, "text": "of March, 2000", "probability": 5.5975786103654636e-05 }, { "score": 6.0461554527282715, "text": "day of March, 2000", "probability": 5.541846150791614e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Expiration Date": [ { "score": 14.715361595153809, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\").", "probability": 0.9177340042424209 }, { "text": "", "score": 11.702537536621094, "probability": 0.045109078996410104 }, { "score": 10.544331550598145, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement.", "probability": 0.014166464950183533 }, { "score": 10.447444915771484, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.012858317954037015 }, { "score": 9.285689353942871, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "probability": 0.0040238346930394735 }, { "score": 8.486249923706055, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement.", "probability": 0.0018090392829430394 }, { "score": 7.915714740753174, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term", "probability": 0.0010225103575383194 }, { "score": 7.6246209144592285, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.0007642708111338123 }, { "score": 7.553478240966797, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.0007117875753725217 }, { "score": 6.717900276184082, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement.", "probability": 0.0003086480259051372 }, { "score": 6.62101411819458, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.00028014726040345917 }, { "score": 6.338815689086914, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.00021126578087651198 }, { "score": 6.244840621948242, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.\n\n13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if:", "probability": 0.0001923163935214187 }, { "score": 6.1736979484558105, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.\n\n13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if:", "probability": 0.00017910983574777824 }, { "score": 6.091602325439453, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement", "probability": 0.00016499309130971502 }, { "score": 6.018560409545898, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.00015337128580080839 }, { "score": 5.655470371246338, "text": "This", "probability": 0.00010667338056915194 }, { "score": 5.260435104370117, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "probability": 7.186119284415327e-05 }, { "score": 5.240574359893799, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term", "probability": 7.044805548590278e-05 }, { "score": 5.11052131652832, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\"). After", "probability": 6.185683445771025e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Renewal Term": [ { "score": 13.556779861450195, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.31525877018355364 }, { "score": 13.067588806152344, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.1932921430403229 }, { "score": 12.82837963104248, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.15216927672122801 }, { "score": 12.389799118041992, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement.", "probability": 0.09814176851458126 }, { "score": 12.339189529418945, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.09329844697348989 }, { "score": 12.194523811340332, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.08073221935589897 }, { "text": "", "score": 11.45897102355957, "probability": 0.03869014654361976 }, { "score": 9.989653587341309, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term", "probability": 0.008901924774223963 }, { "score": 9.566462516784668, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.005830346599158847 }, { "score": 9.511640548706055, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement", "probability": 0.005519318991026447 }, { "score": 9.261253356933594, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term", "probability": 0.004296785949941221 }, { "score": 7.4264912605285645, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement", "probability": 0.0006859882314732598 }, { "score": 7.411635398864746, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.0006758726093843051 }, { "score": 6.973053932189941, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement.", "probability": 0.0004359044831276931 }, { "score": 6.9224443435668945, "text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.00041439248466928975 }, { "score": 6.912679672241211, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.\n\n13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 0.00041036577002432793 }, { "score": 6.867160797119141, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.\n\n13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if:", "probability": 0.0003921051363806182 }, { "score": 6.69809103012085, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement", "probability": 0.0003311131771585078 }, { "score": 6.5534257888793945, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement", "probability": 0.0002865161775325284 }, { "score": 6.361977577209473, "text": "Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.00023659428320466384 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Notice Period To Terminate Renewal": [ { "score": 12.14334487915039, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.3570855227519997 }, { "text": "", "score": 11.831253051757812, "probability": 0.26135600590971136 }, { "score": 11.233433723449707, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.14374834361295183 }, { "score": 11.042449951171875, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.11875711829329955 }, { "score": 10.079285621643066, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.045327597127603474 }, { "score": 9.43383502960205, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.023770978909137035 }, { "score": 9.169374465942383, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.01824707693785019 }, { "score": 8.610492706298828, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term", "probability": 0.010434557557433985 }, { "score": 8.345266342163086, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.008003642700694464 }, { "score": 7.24437141418457, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.0026617980355473636 }, { "score": 7.123189926147461, "text": "Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0023580154626383835 }, { "score": 7.0041704177856445, "text": "The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")", "probability": 0.0020934236823826682 }, { "score": 6.932299613952637, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement", "probability": 0.001948247104279135 }, { "score": 6.28120756149292, "text": "After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.001015964080773326 }, { "score": 6.022388935089111, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement", "probability": 0.0007842867041269411 }, { "score": 5.934786319732666, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.", "probability": 0.0007185045457228806 }, { "score": 5.757340431213379, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said", "probability": 0.0006016802413617093 }, { "score": 5.276010513305664, "text": "If", "probability": 0.0003718149282441771 }, { "score": 5.258510112762451, "text": "Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.", "probability": 0.0003653646241484397 }, { "score": 5.215709686279297, "text": "However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0003500567900931994 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Governing Law": [ { "score": 16.056194305419922, "text": "This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota.", "probability": 0.9761796462652995 }, { "text": "", "score": 12.198488235473633, "probability": 0.02061338378894993 }, { "score": 9.813247680664062, "text": "This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota", "probability": 0.0018978088968284253 }, { "score": 8.25544548034668, "text": "21.4 This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota.", "probability": 0.00039967554768693123 }, { "score": 8.235496520996094, "text": ".", "probability": 0.00039178143786458217 }, { "score": 6.572863578796387, "text": "United Kingdom and the United States of America.", "probability": 7.429704543801628e-05 }, { "score": 6.519673824310303, "text": "United Kingdom and the United States of America.", "probability": 7.044846369948819e-05 }, { "score": 6.335646629333496, "text": "shall be construed in accordance with and governed by the laws of the State of South Dakota.", "probability": 5.860700543836211e-05 }, { "score": 6.30126953125, "text": "This", "probability": 5.66265036561179e-05 }, { "score": 5.997256278991699, "text": "South Dakota.", "probability": 4.178192734320834e-05 }, { "score": 5.850899696350098, "text": "the laws of the State of South Dakota.", "probability": 3.609330182769896e-05 }, { "score": 5.8023905754089355, "text": "Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota.", "probability": 3.438423526792109e-05 }, { "score": 5.620993614196777, "text": "the State of South Dakota.", "probability": 2.86800345680081e-05 }, { "score": 5.556269645690918, "text": "be construed in accordance with and governed by the laws of the State of South Dakota.", "probability": 2.6882546647695166e-05 }, { "score": 5.41632080078125, "text": "in accordance with and governed by the laws of the State of South Dakota.", "probability": 2.3371758870522998e-05 }, { "score": 5.145049095153809, "text": "by the laws of the State of South Dakota.", "probability": 1.781884672594392e-05 }, { "score": 4.889106273651123, "text": "customer, or prospective customer, or of any political party, or to such party's family, or that are otherwise illegal under applicable law.\n\nDistributor understands and agrees that Airspan will comply with any legal provision requiring disclosure of, or request from a government or governmental or private customer to disclose, by affidavit or otherwise, the identity of payments made or to be made to Distributor.\n\n21.3 Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer. The parties agree that if said assignment is to a subsidiary or affiliate organization, said consent to assignment will not be unreasonably withheld.\n\n21.4 This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota.", "probability": 1.379510584690186e-05 }, { "score": 4.847040176391602, "text": "with and governed by the laws of the State of South Dakota.", "probability": 1.3226835829898837e-05 }, { "score": 4.771431922912598, "text": "United Kingdom and the United States of America", "probability": 1.2263649109624318e-05 }, { "score": 4.508349418640137, "text": "This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota.\n", "probability": 9.426803100874655e-06 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Most Favored Nation": [ { "score": 14.159571647644043, "text": "Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement shall be no less favorable to the Distributor than those prices at which Airspan sells, at substantially the same time in the United States, similar products and pursuant to similar terms and conditions as those by which Airspan sells Products to the Distributor under this Agreement.", "probability": 0.7575349341510016 }, { "text": "", "score": 12.074873924255371, "probability": 0.09419545486924477 }, { "score": 11.146772384643555, "text": "During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products.", "probability": 0.03723578983154199 }, { "score": 11.023107528686523, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers.", "probability": 0.03290437195305055 }, { "score": 10.774710655212402, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products.", "probability": 0.025667065231874186 }, { "score": 10.045577049255371, "text": "Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement shall be no less favorable to the Distributor than those prices at which Airspan sells, at substantially the same time in the United States, similar products and pursuant to similar terms and conditions as those by which Airspan sells Products to the Distributor under this Agreement", "probability": 0.012379910720294313 }, { "score": 9.86158275604248, "text": "Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement", "probability": 0.010299349752419171 }, { "score": 9.371977806091309, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers", "probability": 0.00631214662261391 }, { "score": 8.629617691040039, "text": "Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement shall be no less favorable to the Distributor than those prices at which Airspan sells, at substantially the same time in the United States, similar products and pursuant to similar terms and conditions as those by which Airspan sells Products to the Distributor under this Agreement. Products shall only be deemed similar if they provide like functionality. The terms and conditions shall only be deemed similar if the product is supplied pursuant to an agreement or arrangement of similar duration and commitment, provides for similar warranties and after service commitments, involves similar spare part and support commitments, has the same payment and other financial terms, and otherwise has similar terms and conditions.", "probability": 0.0030045136182737663 }, { "score": 8.575687408447266, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.\n\n3.11 During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products.", "probability": 0.0028467711289583038 }, { "score": 8.551992416381836, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers. Notwithstanding anything to the contrary above, Distributor is not precluded from any activities which concern product sectors or industries other than those that concern products or services similar to those offered by Airspan in connection with this Agreement. Nothing in this paragraph will be construed to prevent Distributor from providing service to existing customers of Distributor which would result in their interruption of service to the public.\n\n- --------------------------------------------------------------------------------\n\nPage 14\n\n10.12 During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.0027801097983974317 }, { "score": 8.535919189453125, "text": "Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement shall be no less favorable to the Distributor than those prices at which Airspan sells, at substantially the same time in the United States, similar products and pursuant to similar terms and conditions as those by which Airspan sells Products to the Distributor under this Agreement. Products shall only be deemed similar if they provide like functionality.", "probability": 0.0027357816651322818 }, { "score": 8.39407730102539, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.002373997652602065 }, { "score": 8.387828826904297, "text": "If the cost to Airspan of performing this Agreement increases as a result of any change to the law or increase in import duty or freight duty, Airspan may, at any time, add such increase to the Contract Price by notifying Distributor in writing of such increase.", "probability": 0.0023592100378335744 }, { "score": 8.31273365020752, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers.", "probability": 0.0021885334381847614 }, { "score": 7.773160934448242, "text": "During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products", "probability": 0.0012759090957574835 }, { "score": 7.713034629821777, "text": "Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers. The parties also acknowledge that this Agreement is not intended to create a joint venture or partnership between Airspan and Distributor.\n\n1.3 Distributor will use its best efforts to maintain and support the Airspan Products within the Territory by devoting such attention, time, and effort as may be reasonably necessary to fully develop the available market potential. During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products.", "probability": 0.001201454175657358 }, { "score": 7.653343200683594, "text": "Airspan warrants that during the term of this Agreement, the prices at", "probability": 0.0011318361291317016 }, { "score": 7.354581832885742, "text": "Should orders for Equipment and Software exceed Airspan's available inventory, Airspan will allocate its available inventory and make deliveries on a basis that Airspan deems equitable, in its sole discretion, and without liability to Distributor on account of the method of allocation chosen or its implementation.", "probability": 0.0008395240450661589 }, { "score": 7.219350814819336, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers", "probability": 0.000733336082964752 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Compete": [ { "score": 13.578622817993164, "text": "During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products.", "probability": 0.16251328563570852 }, { "score": 13.362058639526367, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.13086883704878208 }, { "score": 13.206780433654785, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers.", "probability": 0.11204688187124494 }, { "score": 13.104033470153809, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n", "probability": 0.10110609472627594 }, { "score": 13.017619132995605, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products.", "probability": 0.092735937355948 }, { "score": 12.952390670776367, "text": "During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products.", "probability": 0.08687997852184122 }, { "score": 12.734539031982422, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products. Distributor will give Airspan thirty (30) days' prior, written notice of each new potential representation role being considered by Distributor, and Distributor will not undertake such representation without Airspan's prior, written consent, such consent not to be unreasonably withheld. Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 0.06987276673985232 }, { "score": 12.598814010620117, "text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 0.06100470234425601 }, { "score": 12.357358932495117, "text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 0.04791822300987508 }, { "score": 12.031194686889648, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.\n\n3.11 During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products.", "probability": 0.034581941542633214 }, { "text": "", "score": 11.788528442382812, "probability": 0.02713068514708914 }, { "score": 11.566633224487305, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.021731659548956547 }, { "score": 11.37507152557373, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers", "probability": 0.017943150668650463 }, { "score": 10.931549072265625, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.011515408527041457 }, { "score": 10.324492454528809, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement,", "probability": 0.006275350830648398 }, { "score": 9.92175006866455, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers. Notwithstanding anything to the contrary above, Distributor is not precluded from any activities which concern product sectors or industries other than those that concern products or services similar to those offered by Airspan in connection with this Agreement.", "probability": 0.004194973432890011 }, { "score": 9.769506454467773, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products. Distributor will give Airspan thirty (30) days' prior, written notice of each new potential representation role being considered by Distributor, and Distributor will not undertake such representation without Airspan's prior, written consent, such consent not to be unreasonably withheld.", "probability": 0.0036025552763521993 }, { "score": 9.546337127685547, "text": "Distributor and its staff will be conversant with the technical language related to Airspan Products and will develop sufficient knowledge of the industry, Airspan Products, and products competitive with Airspan Products (including specifications, features, and benefits) so as to be able to explain in detail to customers the differences between Airspan Products and competitive products.", "probability": 0.002881969936000486 }, { "score": 9.54222583770752, "text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan", "probability": 0.002870145645085204 }, { "score": 9.331777572631836, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products", "probability": 0.0023254521908687366 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Exclusivity": [ { "score": 14.122632026672363, "text": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement.", "probability": 0.5353399901321465 }, { "score": 13.410540580749512, "text": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement.", "probability": 0.26264691317292527 }, { "text": "", "score": 12.161405563354492, "probability": 0.07531471825883541 }, { "score": 10.51268482208252, "text": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement. Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the", "probability": 0.014482700034392991 }, { "score": 10.391290664672852, "text": "Distributor admits Airspan's exclusive ownership of the name \"Airspan Networks Incorporated\", \"Airspan Communications Ltd.\", \"ANI\", \"ACL\", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not).", "probability": 0.012827107161195889 }, { "score": 10.389412879943848, "text": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory,", "probability": 0.012803043215776853 }, { "score": 10.35878849029541, "text": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement", "probability": 0.012416900699371408 }, { "score": 10.346759796142578, "text": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement. Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the", "probability": 0.012268436305027379 }, { "score": 10.022461891174316, "text": "Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest.", "probability": 0.008870506569598475 }, { "score": 10.014451026916504, "text": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement", "probability": 0.008799730014758613 }, { "score": 9.991206169128418, "text": "Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.", "probability": 0.008597540578233037 }, { "score": 9.978599548339844, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.008489834972750712 }, { "score": 9.861817359924316, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.007554076670391917 }, { "score": 9.8290433883667, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.0073105126577563614 }, { "score": 9.233549118041992, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.004030212612446809 }, { "score": 8.737275123596191, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 0.0024535725289960976 }, { "score": 8.635214805603027, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 0.002215514861405762 }, { "score": 8.085624694824219, "text": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement. Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the\n\n- -------------------------------------------------------------------------------\n\nPage 1\n\nAirspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "probability": 0.0012787649237344374 }, { "score": 8.055585861206055, "text": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory,", "probability": 0.0012409235182108073 }, { "score": 7.8970561027526855, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan],", "probability": 0.0010590011120452172 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__No-Solicit Of Customers": [ { "score": 12.68962287902832, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.32540370224409126 }, { "text": "", "score": 12.131145477294922, "probability": 0.18615677043310866 }, { "score": 11.540454864501953, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement.", "probability": 0.10312053613053336 }, { "score": 11.433671951293945, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.09267656580055991 }, { "score": 10.927478790283203, "text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 0.055864129490027614 }, { "score": 10.71819019317627, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers.", "probability": 0.04531480890154675 }, { "score": 10.46829605102539, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.03529494470643859 }, { "score": 10.451560974121094, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers. Notwithstanding anything to the contrary above, Distributor is not precluded from any activities which concern product sectors or industries other than those that concern products or services similar to those offered by Airspan in connection with this Agreement. Nothing in this paragraph will be construed to prevent Distributor from providing service to existing customers of Distributor which would result in their interruption of service to the public.\n\n- --------------------------------------------------------------------------------\n\nPage 14\n\n10.12 During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.0347091960374252 }, { "score": 9.922981262207031, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.02045904238991385 }, { "score": 9.450528144836426, "text": "Specifically, without in any way limiting the generality of the foregoing, Distributor agrees not to make any representation, guarantee, or warranty on Airspan's behalf concerning the Airspan Products, but will refer customers to Airspan's printed literature.", "probability": 0.012755618459685121 }, { "score": 9.378564834594727, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan],", "probability": 0.011869932568884559 }, { "score": 9.341341018676758, "text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.\n\n1.4 Distributor shall maintain a place of business at the location specified in Section 21.10 where Distributor can be contacted by Airspan, customers, and prospective customers during regular business hours with a permanent mailing address and an accessible cellular telephone, and will provide Airspan with written notice promptly upon any change in address.", "probability": 0.011436210852344874 }, { "score": 9.230135917663574, "text": "In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 0.010232609298912048 }, { "score": 9.2149019241333, "text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 0.010077907152659956 }, { "score": 9.140148162841797, "text": "nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.009352015261364557 }, { "score": 9.096022605895996, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers", "probability": 0.008948324419890854 }, { "score": 9.056833267211914, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n", "probability": 0.008604428051176895 }, { "score": 8.802852630615234, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement. When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed. In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 0.006674513540643041 }, { "score": 8.71485710144043, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products. Distributor will give Airspan thirty (30) days' prior, written notice of each new potential representation role being considered by Distributor, and Distributor will not undertake such representation without Airspan's prior, written consent, such consent not to be unreasonably withheld. Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 0.006112285698580794 }, { "score": 8.501204490661621, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products.", "probability": 0.004936458562212186 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Competitive Restriction Exception": [ { "score": 13.158257484436035, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.12463139843696715 }, { "score": 12.819272994995117, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers.", "probability": 0.08879906130418654 }, { "score": 12.724361419677734, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.08075860369439936 }, { "score": 12.632011413574219, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.07363456124306762 }, { "score": 12.532915115356445, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.\n\n3.11 During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products.", "probability": 0.06668754470350098 }, { "score": 12.441766738891602, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers. Notwithstanding anything to the contrary above, Distributor is not precluded from any activities which concern product sectors or industries other than those that concern products or services similar to those offered by Airspan in connection with this Agreement. Nothing in this paragraph will be construed to prevent Distributor from providing service to existing customers of Distributor which would result in their interruption of service to the public.\n\n- --------------------------------------------------------------------------------\n\nPage 14\n\n10.12 During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.06087787589650632 }, { "score": 12.290740966796875, "text": "During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products.", "probability": 0.05234435244787826 }, { "score": 12.25241756439209, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers. Notwithstanding anything to the contrary above, Distributor is not precluded from any activities which concern product sectors or industries other than those that concern products or services similar to those offered by Airspan in connection with this Agreement.", "probability": 0.050376291035787335 }, { "score": 12.238813400268555, "text": "During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products.", "probability": 0.049695604289751505 }, { "score": 12.034341812133789, "text": "Notwithstanding anything to the contrary above, Distributor is not precluded from any activities which concern product sectors or industries other than those that concern products or services similar to those offered by Airspan in connection with this Agreement. Nothing in this paragraph will be construed to prevent Distributor from providing service to existing customers of Distributor which would result in their interruption of service to the public.\n\n- --------------------------------------------------------------------------------\n\nPage 14\n\n10.12 During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.04050578875748077 }, { "text": "", "score": 11.936116218566895, "probability": 0.03671624508960487 }, { "score": 11.934199333190918, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n", "probability": 0.0366459316692457 }, { "score": 11.844991683959961, "text": "Notwithstanding anything to the contrary above, Distributor is not precluded from any activities which concern product sectors or industries other than those that concern products or services similar to those offered by Airspan in connection with this Agreement.", "probability": 0.033518407582886996 }, { "score": 11.82794189453125, "text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 0.03295177004348455 }, { "score": 11.773472785949707, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products. Distributor will give Airspan thirty (30) days' prior, written notice of each new potential representation role being considered by Distributor, and Distributor will not undertake such representation without Airspan's prior, written consent, such consent not to be unreasonably withheld. Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 0.031204922974048626 }, { "score": 11.766325950622559, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products.", "probability": 0.030982701563939695 }, { "score": 11.743955612182617, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers. Notwithstanding anything to the contrary above, Distributor is not precluded from any activities which concern product sectors or industries other than those that concern products or services similar to those offered by Airspan in connection with this Agreement. Nothing in this paragraph will be construed to prevent Distributor from providing service to existing customers of Distributor which would result in their interruption of service to the public.\n\n- --------------------------------------------------------------------------------\n\nPage 14\n\n10.12 During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n", "probability": 0.030297302926627044 }, { "score": 11.74150276184082, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers", "probability": 0.03022307924379459 }, { "score": 11.629144668579102, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.027011096218311617 }, { "score": 11.430168151855469, "text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 0.02213746087853059 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.173593521118164, "probability": 0.9103242485151359 }, { "score": 9.429585456848145, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement.", "probability": 0.05854483019187555 }, { "score": 8.30984878540039, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.01910702593432204 }, { "score": 6.92205810546875, "text": "In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 0.004769614277835985 }, { "score": 5.861677646636963, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement. When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed. In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 0.0016518320059485717 }, { "score": 5.6450066566467285, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement", "probability": 0.0013300466125149013 }, { "score": 5.121324062347412, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan],", "probability": 0.0007878334213665085 }, { "score": 4.664916515350342, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.\n\n3.11 During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products.", "probability": 0.0004991362608490075 }, { "score": 4.66323184967041, "text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 0.0004982960910220892 }, { "score": 4.526177883148193, "text": "Distributor shall have no authority to accept any order or make any offer (except as herein stated), or execute any instrument or make any commitment on behalf of Airspan.", "probability": 0.0004344759073828768 }, { "score": 4.4903669357299805, "text": "21.1 Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement.", "probability": 0.0004191922086878051 }, { "score": 4.414803981781006, "text": "Distributor agrees to provide and maintain those facilities adequate to meet the obligations set forth in this section and of the Agreement. Distributor further agrees to provide all of the sales and support functions set forth in this section at no charge to Airspan.\n\n3.10 Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.0003886839683530365 }, { "score": 4.222127914428711, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer", "probability": 0.00032056675076317813 }, { "score": 4.065220832824707, "text": "but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.00027401516286583444 }, { "score": 3.512637138366699, "text": "nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.00015768505947747177 }, { "score": 3.481444835662842, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products.", "probability": 0.00015284241856583218 }, { "score": 2.9894258975982666, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement. When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed.", "probability": 9.344644659909965e-05 }, { "score": 2.8999006748199463, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor in any kind of embarrassing situation.\n\n21. MISCELLANEOUS.\n\n21.1 Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement.", "probability": 8.544417902101595e-05 }, { "score": 2.8424904346466064, "text": "Distributor shall have no authority to accept any order or make any offer (except as herein stated), or execute any instrument or make any commitment on behalf of Airspan. Specifically, without in any way limiting the generality of the foregoing, Distributor agrees not to make any representation, guarantee, or warranty on Airspan's behalf concerning the Airspan Products, but will refer customers to Airspan's printed literature. Nothing contained in this Agreement is to be construed as a limitation or restriction upon Airspan in the sale or other disposition of any of its products to any person, firm, or corporation inside or outside of the Territory. Airspan will pay no commissions under this Agreement. Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers.", "probability": 8.06769610448859e-05 }, { "score": 2.8354084491729736, "text": "Distributor shall have no authority to accept any order or make any offer (except as herein stated), or execute any instrument or make any commitment on behalf of Airspan. Specifically, without in any way limiting the generality of the foregoing, Distributor agrees not to make any representation, guarantee, or warranty on Airspan's behalf concerning the Airspan Products, but will refer customers to Airspan's printed literature. Nothing contained in this Agreement is to be construed as a limitation or restriction upon Airspan in the sale or other disposition of any of its products to any person, firm, or corporation inside or outside of the Territory. Airspan will pay no commissions under this Agreement. Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers. The parties also acknowledge that this Agreement is not intended to create a joint venture or partnership between Airspan and Distributor.\n\n1.3 Distributor will use its best efforts to maintain and support the Airspan Products within the Territory by devoting such attention, time, and effort as may be reasonably necessary to fully develop the available market potential.", "probability": 8.010762636822093e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Disparagement": [ { "text": "", "score": 11.673377990722656, "probability": 0.4186567031183331 }, { "score": 11.166210174560547, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor in any kind of embarrassing situation.", "probability": 0.25211452375732335 }, { "score": 10.735294342041016, "text": "Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest.", "probability": 0.16385266028464976 }, { "score": 9.57869815826416, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor in any kind of embarrassing situation.", "probability": 0.051540681472049446 }, { "score": 9.3399076461792, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor in any kind of embarrassing situation.\n\n21. MISCELLANEOUS.\n\n21.1 Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement.", "probability": 0.04059240236581965 }, { "score": 9.180989265441895, "text": "Distributor shall not make any claims in its advertising which exceed or contradict\n\n\n\n\n\nclaims made by Airspan in its printed materials.", "probability": 0.03462799761615057 }, { "score": 8.441143989562988, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor in any kind of embarrassing situation", "probability": 0.016524056001557326 }, { "score": 7.056189060211182, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement.", "probability": 0.004136550919110464 }, { "score": 6.9300537109375, "text": "Distributor shall not make any claims in its advertising which exceed or contradict\n\n\n\n\n\nclaims made by Airspan in its printed materials.", "probability": 0.0036463511403838945 }, { "score": 6.802923679351807, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.0032110466668116102 }, { "score": 6.474354267120361, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards,", "probability": 0.0023118025298325354 }, { "score": 6.399731636047363, "text": "Any future circumstances which could create possible conflicts of interest will be revealed to Airspan as soon as they become known by informing Airspan of any business relationships, circumstances, or situations which could prejudice in any way\n\n- --------------------------------------------------------------------------------\n\nPage 22\n\nthe conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor in any kind of embarrassing situation.", "probability": 0.0021455692571452274 }, { "score": 6.069091320037842, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor in any kind of embarrassing situation", "probability": 0.0015415132889645732 }, { "score": 5.765796661376953, "text": "place Airspan or Distributor in any kind of embarrassing situation.", "probability": 0.001138224885034593 }, { "score": 5.450112819671631, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor", "probability": 0.0008300960091068909 }, { "score": 5.327962398529053, "text": "Distributor acknowledges and agrees that: (a) Distributor has no expectation and has received no assurances that its business relationship with Airspan will continue beyond the states term of this agreement or its earlier termination in accordance with this section, that any investment by Distributor in the promotion of Airspan's Products will be recovered or recouped, or that Distributor shall obtain any anticipated amount of profits by virtue of this Agreement; and (b) Distributor shall not have or acquire by virtue of this Agreement or otherwise any vested, proprietary, or other right in the promotion of Airspan's Products or in any goodwill created by its efforts hereunder.", "probability": 0.0007346476133164426 }, { "score": 5.181656837463379, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers.", "probability": 0.0006346574379393144 }, { "score": 5.163255214691162, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards, or", "probability": 0.0006230855088521183 }, { "score": 5.076838493347168, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor in any kind of embarrassing situation.\n\n21. MISCELLANEOUS.\n\n21.1 Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement.", "probability": 0.0005715014619928233 }, { "score": 5.067039489746094, "text": "Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest", "probability": 0.0005659286656263745 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Termination For Convenience": [ { "score": 12.659296989440918, "text": "In the event of a breach of this license by Distributor, then Airspan may, in its discretion, terminate the license with immediate effect, whereupon Distributor shall return to Airspan all Software and copies thereof within ten (10) days.", "probability": 0.2750464354891991 }, { "score": 12.575571060180664, "text": "Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.252955607897417 }, { "score": 12.341711044311523, "text": "After the above period of twenty-four (24) months, Exhibit B may be revised by Airspan giving thirty (30) days written notice to Distributor.", "probability": 0.20020743310869 }, { "text": "", "score": 11.717939376831055, "probability": 0.10729502970977363 }, { "score": 10.86290168762207, "text": "In the event of a breach of this license by Distributor, then Airspan may, in its discretion, terminate the license with immediate effect, whereupon Distributor shall return to Airspan all Software and copies thereof within ten (10) days.", "probability": 0.04562905286692277 }, { "score": 10.72653865814209, "text": "After the above period of twenty-four (24) months, Exhibit B may be revised by Airspan giving thirty (30) days written notice to Distributor.", "probability": 0.03981252687763074 }, { "score": 10.549362182617188, "text": "Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said", "probability": 0.033348244520578114 }, { "score": 10.043745994567871, "text": "Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.\n\n13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if:", "probability": 0.020113454009681835 }, { "score": 9.141363143920898, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 0.008158057541195 }, { "score": 8.642801284790039, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if:", "probability": 0.004955233223977297 }, { "score": 8.36888313293457, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if:", "probability": 0.0037679311461407974 }, { "score": 8.164143562316895, "text": "Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.", "probability": 0.003070334497832064 }, { "score": 7.208045482635498, "text": "Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.\n\n13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if", "probability": 0.0011802053313176473 }, { "score": 6.877204418182373, "text": "Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination", "probability": 0.0008477642986570901 }, { "score": 6.708351135253906, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.0007160495471749356 }, { "score": 6.677438735961914, "text": "Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said", "probability": 0.0006942533595203483 }, { "score": 6.666069984436035, "text": "by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0006864052616466914 }, { "score": 6.417132377624512, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0005351411837287774 }, { "score": 6.400758743286133, "text": "After the above period of twenty-four (24) months, Exhibit B may be revised by Airspan giving thirty (30) days written notice to Distributor", "probability": 0.0005264503223248446 }, { "score": 6.253557205200195, "text": "11.3 In the event of a breach of this license by Distributor, then Airspan may, in its discretion, terminate the license with immediate effect, whereupon Distributor shall return to Airspan all Software and copies thereof within ten (10) days.", "probability": 0.0004543898065912968 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.282478332519531, "probability": 0.5497633959284308 }, { "score": 11.013065338134766, "text": "If a Purchase Order is accepted by Airspan, Airspan will issue an order acknowledgment to Distributor within five (5) business days of Airspan's receipt of the written Purchase Order from Distributor.", "probability": 0.15448160103013825 }, { "score": 10.67446231842041, "text": "During the Term, Distributor will inform Airspan of its intent to purchase Equipment and Installation Services (but only if Airspan expressly agrees to perform such Installation Services) and to license Software, by sending to Airspan a written order.", "probability": 0.11010913192072892 }, { "score": 10.644611358642578, "text": "If a Purchase Order is accepted by Airspan, Airspan will issue an order acknowledgment to Distributor within five (5) business days of Airspan's receipt of the written Purchase Order from Distributor.", "probability": 0.10687084214252966 }, { "score": 8.908706665039062, "text": "During the Term, Distributor will inform Airspan of its intent to purchase Equipment and Installation Services (but only if Airspan expressly agrees to perform such Installation Services) and to license Software, by sending to Airspan a written order.", "probability": 0.01883499035315018 }, { "score": 8.7732572555542, "text": "The parties mutually agree that by April 30, 2000, the parties will negotiate and execute a National Accounts Consulting Agreement whereby the Distributor will receive consulting fees and commissions for the sale and deployment of Airspan's products on a national basis. It is the intent of the parties to jointly pursue the sale of products to said companies and to enter into and complete contracts for the deployment of products in this manner.\n\n- --------------------------------------------------------------------------------\n\nPage 5\n\n4. ORDERING PROCEDURE.\n\n4.1 The following procedures shall be followed with respect to each purchase order issued by Distributor:\n\na. During the Term, Distributor will inform Airspan of its intent to purchase Equipment and Installation Services (but only if Airspan expressly agrees to perform such Installation Services) and to license Software, by sending to Airspan a written order.", "probability": 0.016449036753558355 }, { "score": 8.296871185302734, "text": "It is the intent of the parties to jointly pursue the sale of products to said companies and to enter into and complete contracts for the deployment of products in this manner.\n\n- --------------------------------------------------------------------------------\n\nPage 5\n\n4. ORDERING PROCEDURE.\n\n4.1 The following procedures shall be followed with respect to each purchase order issued by Distributor:\n\na. During the Term, Distributor will inform Airspan of its intent to purchase Equipment and Installation Services (but only if Airspan expressly agrees to perform such Installation Services) and to license Software, by sending to Airspan a written order.", "probability": 0.010215241290968109 }, { "score": 7.9615325927734375, "text": "Airspan will use reasonable efforts to meet Distributor's requested delivery schedules for Equipment and Software, but Airspan reserves the right to refuse, or delay delivery to Distributor when Distributor's credit is impaired,", "probability": 0.007304877361028173 }, { "score": 7.5886125564575195, "text": "If a Purchase Order is accepted by Airspan, Airspan will issue an order acknowledgment to Distributor within five (5) business days of Airspan's receipt of the written Purchase Order from Distributor", "probability": 0.0050310173513268865 }, { "score": 7.419796943664551, "text": "The following procedures shall be followed with respect to each purchase order issued by Distributor:\n\na. During the Term, Distributor will inform Airspan of its intent to purchase Equipment and Installation Services (but only if Airspan expressly agrees to perform such Installation Services) and to license Software, by sending to Airspan a written order.", "probability": 0.004249522431623007 }, { "score": 7.261987686157227, "text": "Delay in delivery of any installment shall not relieve Distributor of its obligation to accept said installment, provided that said delay does not exceed sixty (60) days from Airspan's scheduled ship date and unless Distributor has clearly advised Airspan to cancel the delayed installment in writing at least fifteen (15) days prior to its revised planned shipment date or its actual shipment date by Airspan.\n\n8.7 Airspan will use reasonable efforts to meet Distributor's requested delivery schedules for Equipment and Software, but Airspan reserves the right to refuse, or delay delivery to Distributor when Distributor's credit is impaired,", "probability": 0.0036291459680448416 }, { "score": 6.79023551940918, "text": "The parties mutually agree that by April 30, 2000, the parties will negotiate and execute a National Accounts Consulting Agreement whereby the Distributor will receive consulting fees and commissions for the sale and deployment of Airspan's products on a national basis. It is the intent of the parties to jointly pursue the sale of products to said companies and to enter into and complete contracts for the deployment of products in this manner.", "probability": 0.002264253634269714 }, { "score": 6.62534761428833, "text": "The parties mutually agree that by April 30, 2000, the parties will negotiate and execute a National Accounts Consulting Agreement whereby the Distributor will receive consulting fees and commissions for the sale and deployment of Airspan's products on a national basis.", "probability": 0.0019200616179679123 }, { "score": 6.459357738494873, "text": "Distributor shall have no authority to accept any order or make any offer (except as herein stated), or execute any instrument or make any commitment on behalf of Airspan.", "probability": 0.0016263974288114637 }, { "score": 6.313849449157715, "text": "It is the intent of the parties to jointly pursue the sale of products to said companies and to enter into and complete contracts for the deployment of products in this manner.", "probability": 0.001406155118050483 }, { "score": 6.310911178588867, "text": "During the Term, Distributor will inform Airspan of its intent to purchase Equipment and Installation Services (but only if Airspan expressly agrees to perform such Installation Services) and to license Software, by sending to Airspan a written order. This written order (the \"Purchase Order\") will state the type of Equipment, System, or Installation Services that Distributor wants to purchase and the Software Distributor wants to license, the price of the ordered items (the \"Contract Price\") as set forth in Schedule IV, \"Price List\" (which is hereby incorporated by reference) and the proposed delivery and installation dates, if applicable.", "probability": 0.0014020295178848279 }, { "score": 6.298151016235352, "text": "The following procedures shall be followed with respect to each purchase order issued by Distributor:\n\na. During the Term, Distributor will inform Airspan of its intent to purchase Equipment and Installation Services (but only if Airspan expressly agrees to perform such Installation Services) and to license Software, by sending to Airspan a written order.", "probability": 0.001384253050118549 }, { "score": 6.138034343719482, "text": "The parties mutually agree that by April 30, 2000, the parties will negotiate and execute a National Accounts Consulting Agreement whereby the Distributor will receive consulting fees and commissions for the sale and deployment of Airspan's products on a national basis.", "probability": 0.0011794450221700936 }, { "score": 5.940424919128418, "text": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "probability": 0.0009679591268325614 }, { "score": 5.879385948181152, "text": "If a Purchase Order is accepted by Airspan, Airspan will issue an order acknowledgment to Distributor within five (5) business days of Airspan's receipt of the written Purchase Order from Distributor", "probability": 0.0009106429523673718 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Change Of Control": [ { "score": 12.45580768585205, "text": "In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory.", "probability": 0.5069503652102426 }, { "text": "", "score": 12.251062393188477, "probability": 0.4130909584713733 }, { "score": 9.60988998413086, "text": "In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory", "probability": 0.029444154401428634 }, { "score": 9.217761039733887, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.\n\n13.4 In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory.", "probability": 0.019892971008602586 }, { "score": 8.361225128173828, "text": "(d) Distributor is liquidated, dissolved, or otherwise terminates its activities.\n\n13.4 In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory.", "probability": 0.00844716212805007 }, { "score": 7.863352298736572, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 0.005134372897197562 }, { "score": 7.619966506958008, "text": "Distributor shall maintain a place of business at the location specified in Section 21.10 where Distributor can be contacted by Airspan, customers, and prospective customers during regular business hours with a permanent mailing address and an accessible cellular telephone, and will provide Airspan with written notice promptly upon any change in address.", "probability": 0.004025189219860956 }, { "score": 7.213920593261719, "text": "(d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 0.0026819013641708315 }, { "score": 7.081835746765137, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 0.0023500607073052276 }, { "score": 6.63525915145874, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if:", "probability": 0.0015036035074577699 }, { "score": 6.626229763031006, "text": "In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory.\n\n13.5 Upon termination, Distributor shall immediately return to Airspan all Confidential Information, and Distributor agrees that neither it nor any company or organization controlled or directed by it shall divulge the contents of such material to any person at any time, notwithstanding the termination of this Agreement.", "probability": 0.0014900879975682645 }, { "score": 6.371843338012695, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.\n\n13.4 In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory", "probability": 0.001155402481340601 }, { "score": 6.225299835205078, "text": "(d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 0.000997907441617579 }, { "score": 5.85142707824707, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if:", "probability": 0.0006866246426251914 }, { "score": 5.515307426452637, "text": "(d) Distributor is liquidated, dissolved, or otherwise terminates its activities.\n\n13.4 In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory", "probability": 0.0004906191276715182 }, { "score": 5.496644020080566, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities", "probability": 0.00048154742131095897 }, { "score": 5.121262550354004, "text": "Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory.", "probability": 0.0003308361518455206 }, { "score": 5.063756465911865, "text": "Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer.", "probability": 0.00031234775262095274 }, { "score": 4.96280574798584, "text": "In", "probability": 0.0002823553660569027 }, { "score": 4.847212314605713, "text": "(d) Distributor is liquidated, dissolved, or otherwise terminates its activities", "probability": 0.0002515327016531486 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Anti-Assignment": [ { "score": 13.973441123962402, "text": "Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer.", "probability": 0.43667237323642766 }, { "score": 13.78017807006836, "text": "Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer.", "probability": 0.35993380589441615 }, { "text": "", "score": 12.096965789794922, "probability": 0.06686715311640563 }, { "score": 12.052922248840332, "text": "Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer. The parties agree that if said assignment is to a subsidiary or affiliate organization, said consent to assignment will not be unreasonably withheld.", "probability": 0.06398600072749479 }, { "score": 11.11512565612793, "text": "Maintenance shall be performed in accordance with Airspan's latest maintenance standards for Airspan Products, as provided by Airspan, by Distributor's own personnel and may not be subcontracted or delegated to any other person or entity without Airspan's prior, written authorization.", "probability": 0.025049847209411752 }, { "score": 10.521181106567383, "text": "Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer. The parties agree that if said assignment is to a subsidiary or affiliate organization, said consent to assignment will not be unreasonably withheld.", "probability": 0.013831148391997198 }, { "score": 10.239936828613281, "text": "Maintenance shall be performed in accordance with Airspan's latest maintenance standards for Airspan Products, as provided by Airspan, by Distributor's own personnel and may not be subcontracted or delegated to any other person or entity without Airspan's prior, written authorization.", "probability": 0.010440358287304462 }, { "score": 10.136883735656738, "text": "The parties agree that if said assignment is to a subsidiary or affiliate organization, said consent to assignment will not be unreasonably withheld.", "probability": 0.009418028779521635 }, { "score": 10.088773727416992, "text": "Distributor shall not purport to create any security, mortgage, lien or pledge over the Equipment, or otherwise deal with the Equipment without Airspan's written consent;", "probability": 0.008975653987221848 }, { "score": 9.005048751831055, "text": "Airspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "probability": 0.00303675898634104 }, { "score": 7.051381587982178, "text": "The parties agree that if said assignment is to a subsidiary or affiliate organization, said consent to assignment will not be unreasonably withheld.", "probability": 0.0004304705612882842 }, { "score": 6.62026309967041, "text": "If Distributor has any Airspan owned Equipment in its possession:\n\na. Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan;\n\nb. Distributor shall not purport to create any security, mortgage, lien or pledge over the Equipment, or otherwise deal with the Equipment without Airspan's written consent;", "probability": 0.0002797119855148716 }, { "score": 6.190937519073486, "text": "Maintenance shall be performed in accordance with Airspan's latest maintenance standards for Airspan Products, as provided by Airspan, by Distributor's own personnel and may not be subcontracted or delegated to any other person or entity without Airspan's prior, written authorization.\n\n3.9 Distributor agrees to provide and maintain those facilities adequate to meet the obligations set forth in this section and of the Agreement. Distributor further agrees to provide all of the sales and support functions set forth in this section at no charge to Airspan.\n\n3.10 Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.00018207794598118393 }, { "score": 6.131023406982422, "text": "Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party", "probability": 0.00017148928009612282 }, { "score": 6.046425819396973, "text": "and may not be subcontracted or delegated to any other person or entity without Airspan's prior, written authorization.", "probability": 0.00015757840916248554 }, { "score": 5.956418991088867, "text": "Maintenance shall be performed in accordance with Airspan's latest maintenance standards for Airspan Products, as provided by Airspan, by Distributor's own personnel and may not be subcontracted or delegated to any other person or entity without Airspan's prior, written authorization.\n\n3.9 Distributor agrees to provide and maintain those facilities adequate to meet the obligations set forth in this section and of the Agreement. Distributor further agrees to provide all of the sales and support functions set forth in this section at no charge to Airspan.\n\n3.10 Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan],", "probability": 0.00014401483887797593 }, { "score": 5.906737327575684, "text": "Distributor shall not purport to create any security, mortgage, lien or pledge over the Equipment, or otherwise deal with the Equipment without Airspan's written consent;\n\n\n\n\n\nc. In the event of any threatened seizure of the Equipment by any third parties, and on termination or expiration of this Agreement, or any Contract made pursuant to it, Airspan shall have the right, without prejudice to any other remedy, to enter without prior notice any premises and to repossess and take away or otherwise deal with the Equipment.\n\n8.5 The Software shall at all times remain the exclusive property of Airspan, subject to the uses provided herein.", "probability": 0.0001370347685295594 }, { "score": 5.664437770843506, "text": "Distributor shall not purport to create any security, mortgage, lien or pledge over the Equipment, or otherwise deal with the Equipment without Airspan's written consent;\n\n\n\n\n\nc. In the event of any threatened seizure of the Equipment by any third parties, and on termination or expiration of this Agreement, or any Contract made pursuant to it, Airspan shall have the right, without prejudice to any other remedy, to enter without prior notice any premises and to repossess and take away or otherwise deal with the Equipment.", "probability": 0.00010754777008911439 }, { "score": 5.501214027404785, "text": "Neither", "probability": 9.13511962838196e-05 }, { "score": 5.459222316741943, "text": "21.3 Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer.", "probability": 8.759462763409232e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.072080612182617, "probability": 0.9758334583429003 }, { "score": 7.552382469177246, "text": "Airspan will pay no commissions under this Agreement.", "probability": 0.010629081602891773 }, { "score": 7.050391674041748, "text": "Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers", "probability": 0.006434042258338722 }, { "score": 6.262773036956787, "text": "Airspan will pay no commissions under this Agreement. Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers", "probability": 0.0029270185922858467 }, { "score": 5.8826704025268555, "text": "Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers.", "probability": 0.0020014696290750326 }, { "score": 5.0950517654418945, "text": "Airspan will pay no commissions under this Agreement. Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers.", "probability": 0.0009105222783710327 }, { "score": 4.447101593017578, "text": "Airspan will pay no commissions under this Agreement", "probability": 0.00047630966275776486 }, { "score": 3.452155590057373, "text": "The Contract Price for each item of Equipment, Installation Services, or Software is as specified in Schedule IV and shall be paid to Airspan in US Dollars (US$) free of any withholding tax and of any currency controls or other restrictions.", "probability": 0.00017611235847370972 }, { "score": 2.7169995307922363, "text": "The Contract Price for each item of Equipment, Installation Services, or Software is as specified in Schedule IV and shall be paid to Airspan in US Dollars (US$) free of any withholding tax and of any currency controls or other restrictions. The Contract Price includes:", "probability": 8.443365959799457e-05 }, { "score": 2.530050754547119, "text": "The Contract Price includes:", "probability": 7.003655753722811e-05 }, { "score": 2.4677579402923584, "text": "When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed.", "probability": 6.580688986216413e-05 }, { "score": 2.4272305965423584, "text": "When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed. In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 6.31932314590823e-05 }, { "score": 2.352587938308716, "text": "In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 5.864806252444053e-05 }, { "score": 2.341249465942383, "text": "Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers. The parties also acknowledge that this Agreement is not intended to create a joint venture or partnership between Airspan and Distributor.", "probability": 5.798683880554809e-05 }, { "score": 2.0608344078063965, "text": "The Contract Price for each item of Equipment, Installation Services, or Software is as specified in Schedule IV and shall be paid to Airspan in US Dollars (US$) free of any withholding tax and of any currency controls or other restrictions. The Contract Price includes:\n\na. The price of the Equipment;\n\nb. The fee for the licensing of the Software;", "probability": 4.38073236276225e-05 }, { "score": 2.0002174377441406, "text": "Distribut", "probability": 4.123073772402502e-05 }, { "score": 1.896519422531128, "text": "The parties mutually agree that by April 30, 2000, the parties will negotiate and execute a National Accounts Consulting Agreement whereby the Distributor will receive consulting fees and commissions for the sale and deployment of Airspan's products on a national basis.", "probability": 3.716940676895777e-05 }, { "score": 1.8738856315612793, "text": "The Contract Price includes:\n\na. The price of the Equipment;\n\nb. The fee for the licensing of the Software;", "probability": 3.6337571489923054e-05 }, { "score": 1.5752105712890625, "text": "The parties mutually agree that by April 30, 2000, the parties will negotiate and execute a National Accounts Consulting Agreement whereby the Distributor will receive consulting fees and commissions for the sale and deployment of Airspan's products on a national basis. It is the intent of the parties to jointly pursue the sale of products to said companies and to enter into and complete contracts for the deployment of products in this manner.", "probability": 2.6955225455100768e-05 }, { "score": 1.5536308288574219, "text": "Airspan will pay no commissions under this Agreement. Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers. The parties also acknowledge that this Agreement is not intended to create a joint venture or partnership between Airspan and Distributor.", "probability": 2.6379770053848824e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Price Restrictions": [ { "score": 12.606186866760254, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement.", "probability": 0.25130364434600777 }, { "score": 12.415409088134766, "text": "Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement shall be no less favorable to the Distributor than those prices at which Airspan sells, at substantially the same time in the United States, similar products and pursuant to similar terms and conditions as those by which Airspan sells Products to the Distributor under this Agreement.", "probability": 0.20765627065038803 }, { "text": "", "score": 11.997039794921875, "probability": 0.13666256721325512 }, { "score": 11.982494354248047, "text": "If the cost to Airspan of performing this Agreement increases as a result of any change to the law or increase in import duty or freight duty, Airspan may, at any time, add such increase to the Contract Price by notifying Distributor in writing of such increase.", "probability": 0.13468913694900977 }, { "score": 11.772111892700195, "text": "If the cost to Airspan of performing this Agreement increases as a result of any change to the law or increase in import duty or freight duty, Airspan may, at any time, add such increase to the Contract Price by notifying Distributor in writing of such increase.", "probability": 0.10913514453489502 }, { "score": 11.033381462097168, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.05213604445768936 }, { "score": 10.956796646118164, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "probability": 0.04829228059210917 }, { "score": 9.83542251586914, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.015735158373740035 }, { "score": 9.364490509033203, "text": "Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement shall be no less favorable to the Distributor than those prices at which Airspan sells, at substantially the same time in the United States, similar products and pursuant to similar terms and conditions as those by which Airspan sells Products to the Distributor under this Agreement", "probability": 0.009825348115111081 }, { "score": 9.110241889953613, "text": "Should orders for Equipment and Software exceed Airspan's available inventory, Airspan will allocate its available inventory and make deliveries on a basis that Airspan deems equitable, in its sole discretion, and without liability to Distributor on account of the method of allocation chosen or its implementation.", "probability": 0.007619547384779625 }, { "score": 9.062382698059082, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000). And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.007263470738222522 }, { "score": 8.772645950317383, "text": "If the cost to Airspan of performing this Agreement increases as a result of any change to the law or increase in import duty or freight duty, Airspan may, at any time, add such increase to the Contract Price by notifying Distributor in writing of such increase", "probability": 0.0054364214894588375 }, { "score": 8.156067848205566, "text": "If the cost to Airspan of performing this Agreement increases as a result of any change to the law or increase in import duty or freight duty, Airspan may, at any time, add such increase to the Contract Price by notifying Distributor in writing of such increase", "probability": 0.0029345171576233313 }, { "score": 7.9540300369262695, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.0023976884240728227 }, { "score": 7.91918420791626, "text": "Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement", "probability": 0.0023155778962017266 }, { "score": 7.732699871063232, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement. The training course so developed by Airspan shall be used to familiarize Distributor's technicians with the use and maintenance of Airspan Products. Training will be conducted at Airspan's facilities in Uxbridge, UK, unless otherwise agreed to by Airspan. The necessary instructors and training facilities will be provided by Airspan at no charge to Distributor. Distributor will pay all additional expenses of training including, but not limited to, travel and room and board. Additional training courses may be requested by Distributor at Airspan's then current rates for such courses.", "probability": 0.0019216322416007955 }, { "score": 7.54615592956543, "text": "And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.0015946128973955444 }, { "score": 7.41391658782959, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date. After the above period of twenty-four (24) months, Exhibit B may be revised by Airspan giving thirty (30) days written notice to Distributor.", "probability": 0.0013970902312499648 }, { "score": 6.946559906005859, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.0008754957213719127 }, { "score": 6.86676549911499, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date", "probability": 0.0008083505858174548 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Minimum Commitment": [ { "score": 14.276261329650879, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "probability": 0.8269708619974813 }, { "text": "", "score": 12.159534454345703, "probability": 0.09958809065667162 }, { "score": 10.815897941589355, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement.", "probability": 0.02598205410474531 }, { "score": 10.557308197021484, "text": "And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.020061776308655258 }, { "score": 10.550353050231934, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement.", "probability": 0.01992272782141718 }, { "score": 8.725457191467285, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date. After the above period of twenty-four (24) months, Exhibit B may be revised by Airspan giving thirty (30) days written notice to Distributor.", "probability": 0.0032122297521639124 }, { "score": 7.890959739685059, "text": "Distributor will train and maintain a sufficient number of technical and sales personnel in order to: (a) serve the demands and needs of its customers for Airspan Products, service, and support; and (b) carry out the obligations of Distributor under this Agreement.", "probability": 0.0013944050977081543 }, { "score": 7.770950794219971, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date", "probability": 0.0012367153151767894 }, { "score": 6.786421775817871, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.00046205557967619724 }, { "score": 6.059614658355713, "text": "The", "probability": 0.00022338082909887765 }, { "score": 5.913442611694336, "text": "The parties agree that the Contract Price in Schedule IV shall be", "probability": 0.00019300305582156343 }, { "score": 5.506643295288086, "text": "And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000", "probability": 0.00012849714750004298 }, { "score": 5.443558216094971, "text": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.\n\n16.3 Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.00012064129353228364 }, { "score": 5.303679943084717, "text": "Should orders for Equipment and Software exceed Airspan's available inventory, Airspan will allocate its available inventory and make deliveries on a basis that Airspan deems equitable, in its sole discretion, and without liability to Distributor on account of the method of allocation chosen or its implementation.", "probability": 0.00010489326962631734 }, { "score": 5.146811008453369, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date. After", "probability": 8.966445442694548e-05 }, { "score": 5.073535442352295, "text": "Sales taxes and contractor's excise taxes shall be itemized on all Purchase Orders. The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "probability": 8.332918539621174e-05 }, { "score": 5.035325527191162, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement. The training course so developed by Airspan shall be used to familiarize Distributor's technicians with the use and maintenance of Airspan Products. Training will be conducted at Airspan's facilities in Uxbridge, UK, unless otherwise agreed to by Airspan. The necessary instructors and training facilities will be provided by Airspan at no charge to Distributor. Distributor will pay all additional expenses of training including, but not limited to, travel and room and board. Additional training courses may be requested by Distributor at Airspan's then current rates for such courses.", "probability": 8.020524707027186e-05 }, { "score": 4.697649002075195, "text": "parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "probability": 5.722051067995199e-05 }, { "score": 4.50485897064209, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date. After the above period of twenty-four (24) months,", "probability": 4.718718639246415e-05 }, { "score": 4.365799903869629, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date. After the above period of twenty-four (24) months", "probability": 4.106118675940055e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Volume Restriction": [ { "score": 13.341208457946777, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement.", "probability": 0.33645987272661154 }, { "score": 13.042491912841797, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement.", "probability": 0.24957571795131356 }, { "score": 12.261209487915039, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.11426038502153252 }, { "score": 12.051820755004883, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000). And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.09267429947605538 }, { "text": "", "score": 12.029168128967285, "probability": 0.09059858221083669 }, { "score": 11.661348342895508, "text": "And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.0627161366877578 }, { "score": 11.213621139526367, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.04008056584629797 }, { "score": 8.844308853149414, "text": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.\n\n16.3 Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.003749337989338615 }, { "score": 8.634920120239258, "text": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.\n\n16.3 Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000). And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.003041012609886074 }, { "score": 8.141268730163574, "text": "Should orders for Equipment and Software exceed Airspan's available inventory, Airspan will allocate its available inventory and make deliveries on a basis that Airspan deems equitable, in its sole discretion, and without liability to Distributor on account of the method of allocation chosen or its implementation.", "probability": 0.0018562144376848282 }, { "score": 8.0357027053833, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement", "probability": 0.0016702497070916946 }, { "score": 7.2215704917907715, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "probability": 0.00073996005561681 }, { "score": 6.881951808929443, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement. The training course so developed by Airspan shall be used to familiarize Distributor's technicians with the use and maintenance of Airspan Products. Training will be conducted at Airspan's facilities in Uxbridge, UK, unless otherwise agreed to by Airspan. The necessary instructors and training facilities will be provided by Airspan at no charge to Distributor. Distributor will pay all additional expenses of training including, but not limited to, travel and room and board. Additional training courses may be requested by Distributor at Airspan's then current rates for such courses.\n\n19.2 Airspan agrees to provide Distributor at no additional charge with its standard package of documentation related to the use, maintenance, and installation of Airspan Products.", "probability": 0.0005268824786367706 }, { "score": 6.828549385070801, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.000499483767031521 }, { "score": 6.5458574295043945, "text": "Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.00037648685899335473 }, { "score": 6.365446090698242, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement", "probability": 0.0003143389319073077 }, { "score": 6.093193054199219, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement. The training course so developed by Airspan shall be used to familiarize Distributor's technicians with the use and maintenance of Airspan Products. Training will be conducted at Airspan's facilities in Uxbridge, UK, unless otherwise agreed to by Airspan. The necessary instructors and training facilities will be provided by Airspan at no charge to Distributor. Distributor will pay all additional expenses of training including, but not limited to, travel and room and board. Additional training courses may be requested by Distributor at Airspan's then current rates for such courses.", "probability": 0.000239419865070186 }, { "score": 6.078767776489258, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement", "probability": 0.00023599095795546408 }, { "score": 5.89090633392334, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement. The training course so developed by Airspan shall be used to familiarize Distributor's technicians with the use and maintenance of Airspan Products.", "probability": 0.00019557267470657932 }, { "score": 5.859309196472168, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.\n\n13.7 Distributor acknowledges and agrees that:", "probability": 0.00018948974567521462 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Ip Ownership Assignment": [ { "score": 13.088081359863281, "text": "The Software shall at all times remain the exclusive property of Airspan, subject to the uses provided herein.", "probability": 0.4802877763618619 }, { "text": "", "score": 12.219779968261719, "probability": 0.20155938784838046 }, { "score": 11.683134078979492, "text": "The Software shall at all times remain the exclusive property of Airspan, subject to the uses provided herein.", "probability": 0.11785301087903591 }, { "score": 11.12767219543457, "text": "If Distributor has any Airspan owned Equipment in its possession:\n\na. Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan;\n\nb. Distributor shall not purport to create any security, mortgage, lien or pledge over the Equipment, or otherwise deal with the Equipment without Airspan's written consent;\n\n\n\n\n\nc. In the event of any threatened seizure of the Equipment by any third parties, and on termination or expiration of this Agreement, or any Contract made pursuant to it, Airspan shall have the right, without prejudice to any other remedy, to enter without prior notice any premises and to repossess and take away or otherwise deal with the Equipment.\n\n8.5 The Software shall at all times remain the exclusive property of Airspan, subject to the uses provided herein.", "probability": 0.0676249023999532 }, { "score": 10.350900650024414, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 0.031099904501884566 }, { "score": 9.940521240234375, "text": "Airspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "probability": 0.020631630074288837 }, { "score": 9.877800941467285, "text": "If Distributor has any Airspan owned Equipment in its possession:\n\na. Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan;", "probability": 0.019377353521591024 }, { "score": 9.556827545166016, "text": "Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan;\n\nb. Distributor shall not purport to create any security, mortgage, lien or pledge over the Equipment, or otherwise deal with the Equipment without Airspan's written consent;\n\n\n\n\n\nc. In the event of any threatened seizure of the Equipment by any third parties, and on termination or expiration of this Agreement, or any Contract made pursuant to it, Airspan shall have the right, without prejudice to any other remedy, to enter without prior notice any premises and to repossess and take away or otherwise deal with the Equipment.\n\n8.5 The Software shall at all times remain the exclusive property of Airspan, subject to the uses provided herein.", "probability": 0.014057156754606647 }, { "score": 9.098140716552734, "text": "If Distributor has any Airspan owned Equipment in its possession:", "probability": 0.008885713968849905 }, { "score": 8.917218208312988, "text": "If Distributor has any Airspan owned Equipment in its possession:\n\na. Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan;", "probability": 0.007415128511963111 }, { "score": 8.809331893920898, "text": "Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan;", "probability": 0.0066567807205633 }, { "score": 8.572964668273926, "text": "Distributor admits Airspan's exclusive ownership of the name \"Airspan Networks Incorporated\", \"Airspan Communications Ltd.\", \"ANI\", \"ACL\", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not).", "probability": 0.005255466467230305 }, { "score": 8.306957244873047, "text": "Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan;", "probability": 0.0040279652324432275 }, { "score": 8.15457534790039, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will: (a) treat such Software as Confidential Information under Section 10 of this Agreement; (b) utilize such Software or any portions or aspects thereof (including any methods or concepts utilized therein) solely on Systems or Equipment provided by Airspan; (c) forthwith return to Airspan all memory media, documentation and/or other material that has been modified, updated or replaced;", "probability": 0.003458653828228653 }, { "score": 8.090361595153809, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will", "probability": 0.003243541192581645 }, { "score": 7.776649475097656, "text": "If Distributor has any Airspan owned Equipment in its possession", "probability": 0.0023701507804698616 }, { "score": 7.589015007019043, "text": "If Distributor has any Airspan owned Equipment in its possession:", "probability": 0.001964659809694823 }, { "score": 7.334110260009766, "text": "Airspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor", "probability": 0.0015225923239789848 }, { "score": 7.271405220031738, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will: (a) treat such Software as Confidential Information under Section 10 of this Agreement; (b) utilize such Software or any portions or aspects thereof (including any methods or concepts utilized therein) solely on Systems or Equipment provided by Airspan;", "probability": 0.0014300498710285538 }, { "score": 7.1591291427612305, "text": "a. Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan;\n\nb. Distributor shall not purport to create any security, mortgage, lien or pledge over the Equipment, or otherwise deal with the Equipment without Airspan's written consent;\n\n\n\n\n\nc. In the event of any threatened seizure of the Equipment by any third parties, and on termination or expiration of this Agreement, or any Contract made pursuant to it, Airspan shall have the right, without prejudice to any other remedy, to enter without prior notice any premises and to repossess and take away or otherwise deal with the Equipment.\n\n8.5 The Software shall at all times remain the exclusive property of Airspan, subject to the uses provided herein.", "probability": 0.0012781749513655271 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.151464462280273, "probability": 0.9432333700728447 }, { "score": 8.726049423217773, "text": "It is the intent of the parties to jointly pursue the sale of products to said companies and to enter into and complete contracts for the deployment of products in this manner.", "probability": 0.030688828294720374 }, { "score": 7.976953506469727, "text": "Distributor admits Airspan's exclusive ownership of the name \"Airspan Networks Incorporated\", \"Airspan Communications Ltd.\", \"ANI\", \"ACL\", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not).", "probability": 0.014509487886232082 }, { "score": 7.430940628051758, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 0.008404690089362378 }, { "score": 5.395467758178711, "text": "It is the intent of the parties to jointly pursue the sale of products to said companies and to enter into and complete contracts for the deployment of products in this manner", "probability": 0.0010978097122776762 }, { "score": 4.9089579582214355, "text": "Distributor admits Airspan's exclusive ownership of the name \"Airspan Networks Incorporated\", \"Airspan Communications Ltd.\", \"ANI\", \"ACL\", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not", "probability": 0.0006748986309042663 }, { "score": 4.010105609893799, "text": "If Distributor has any Airspan owned Equipment in its possession:", "probability": 0.00027470839543495136 }, { "score": 3.8836567401885986, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will: (a) treat such Software as Confidential Information under Section 10 of this Agreement; (b) utilize such Software or any portions or aspects thereof (including any methods or concepts utilized therein) solely on Systems or Equipment provided by Airspan;", "probability": 0.00024207831393898522 }, { "score": 3.5643701553344727, "text": "The parties also acknowledge that this Agreement is not intended to create a joint venture or partnership between Airspan and Distributor.", "probability": 0.00017591038694244351 }, { "score": 3.5456156730651855, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will: (a) treat such Software as Confidential Information under Section 10 of this Agreement; (b) utilize such Software or any portions or aspects thereof (including any methods or concepts utilized therein) solely on Systems or Equipment provided by Airspan; (c) forthwith return to Airspan all memory media, documentation and/or other material that has been modified, updated or replaced;", "probability": 0.00017264202274680778 }, { "score": 2.9104719161987305, "text": "If Distributor has any Airspan owned Equipment in its possession:\n\na. Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan;", "probability": 9.147598338246708e-05 }, { "score": 2.7736880779266357, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan,", "probability": 7.978157777557547e-05 }, { "score": 2.566875696182251, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will: (a) treat such Software as Confidential Information under Section 10 of this Agreement; (b) utilize such Software or any portions or aspects thereof (including any methods or concepts utilized therein) solely on Systems or Equipment provided by Airspan; (c) forthwith return to Airspan all memory media, documentation and/or other material that has been modified, updated or replaced; (d) except to the extent permitted by applicable law not modify, disassemble or decompile such Software, or reverse engineer any portion of the Software or functioning of Systems or Equipment, or permit others to do so, without Airspan's prior written consent;", "probability": 6.487616124899027e-05 }, { "score": 2.5195400714874268, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will", "probability": 6.18767569986074e-05 }, { "score": 2.17928409576416, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will: (a) treat such Software as Confidential Information under Section 10 of this Agreement;", "probability": 4.403076705031104e-05 }, { "score": 2.1171600818634033, "text": "It is the intent of the parties to jointly pursue the sale of products to said companies and to enter into and complete contracts for the deployment of products in this manner.\n\n- --------------------------------------------------------------------------------\n\nPage 5\n\n4. ORDERING PROCEDURE.\n\n4.1 The following procedures shall be followed with respect to each purchase order issued by Distributor:\n\na. During the Term, Distributor will inform Airspan of its intent to purchase Equipment and Installation Services (but only if Airspan expressly agrees to perform such Installation Services) and to license Software, by sending to Airspan a written order.", "probability": 4.1378632599032296e-05 }, { "score": 2.1132938861846924, "text": "Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.\n\n11.2 Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 4.121896356324233e-05 }, { "score": 1.9355897903442383, "text": "Title to the Equipment shall pass to Distributor on collection by the freight forwarder from Airspan.\n\n8.4 If Distributor has any Airspan owned Equipment in its possession:", "probability": 3.450810884065584e-05 }, { "score": 1.9107158184051514, "text": "It", "probability": 3.3660342478032756e-05 }, { "score": 1.8838753700256348, "text": "Distribut", "probability": 3.276890065868171e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__License Grant": [ { "score": 12.977462768554688, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 0.6254610068465257 }, { "text": "", "score": 11.777143478393555, "probability": 0.1883250950884593 }, { "score": 10.936199188232422, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable", "probability": 0.08122518900365926 }, { "score": 10.708475112915039, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the", "probability": 0.06468318870176384 }, { "score": 8.701148986816406, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the", "probability": 0.008690019706978382 }, { "score": 8.582988739013672, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.007721548750366465 }, { "score": 8.067747116088867, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the\n\n- -------------------------------------------------------------------------------\n\nPage 1\n\nAirspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.\n\n1.2 Distributor's relationship to Airspan is that of an independent contractor, and nothing in this Agreement shall constitute Distributor as the agent or employee of Airspan. Distributor shall have no authority to accept any order or make any offer (except as herein stated), or execute any instrument or make any commitment on behalf of Airspan. Specifically, without in any way limiting the generality of the foregoing, Distributor agrees not to make any representation, guarantee, or warranty on Airspan's behalf concerning the Airspan Products, but will refer customers to Airspan's printed literature. Nothing contained in this Agreement is to be construed as a limitation or restriction upon Airspan in the sale or other disposition of any of its products to any person, firm, or corporation inside or outside of the Territory. Airspan will pay no commissions under this Agreement.", "probability": 0.004612515345615212 }, { "score": 7.893994331359863, "text": "No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.", "probability": 0.003876840631072038 }, { "score": 7.799721717834473, "text": "In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products.", "probability": 0.003528059270632633 }, { "score": 7.366274833679199, "text": "No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.0022871375417393342 }, { "score": 7.354671001434326, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the\n", "probability": 0.002260751367823717 }, { "score": 7.245053768157959, "text": "Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.", "probability": 0.0020260335965580013 }, { "score": 7.145668983459473, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the\n\n- -------------------------------------------------------------------------------\n\nPage 1\n\nAirspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "probability": 0.0018343591871320425 }, { "score": 6.40946102142334, "text": "No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.\n\n11.2 Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 0.0008785233798432136 }, { "score": 6.075497150421143, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n\n10.13 The obligations of this Section 10 shall survive the expiration or termination of this Agreement.\n\n11. SOFTWARE LICENSE.\n\n11.1 Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 0.0006290927169905797 }, { "score": 5.880618095397949, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.\n\n9.8 In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products.", "probability": 0.000517701900328565 }, { "score": 5.7605204582214355, "text": "Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.\n\n11.2 Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 0.00045911556659264786 }, { "score": 5.635533332824707, "text": "No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.00040517328185806374 }, { "score": 5.530091285705566, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as:", "probability": 0.00036462622395144783 }, { "score": 4.9972968101501465, "text": "In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products.", "probability": 0.00021402189210959974 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Transferable License": [ { "score": 14.256889343261719, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 0.6401477165837686 }, { "score": 12.632587432861328, "text": "Airspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "probability": 0.12614058595295438 }, { "score": 12.54981803894043, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable", "probability": 0.11612040797745189 }, { "text": "", "score": 12.029664993286133, "probability": 0.06902540373476825 }, { "score": 10.683034896850586, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.017954566980802295 }, { "score": 10.05174446105957, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the\n\n- -------------------------------------------------------------------------------\n\nPage 1\n\nAirspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "probability": 0.009550123388603898 }, { "score": 9.80852222442627, "text": "Airspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor", "probability": 0.007488225383754707 }, { "score": 9.107070922851562, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.0037131498644528273 }, { "score": 8.51865291595459, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.002061559076039858 }, { "score": 8.207242012023926, "text": "No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.0015099123845192025 }, { "score": 7.896288871765137, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.\n\n11.2 Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 0.0011063855992123279 }, { "score": 7.846214294433594, "text": "Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer.", "probability": 0.0010523480525784685 }, { "score": 7.795304298400879, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.0010001139185113618 }, { "score": 7.727970123291016, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the", "probability": 0.0009349892350392611 }, { "score": 7.227679252624512, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the\n\n- -------------------------------------------------------------------------------\n\nPage 1\n\nAirspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor", "probability": 0.0005669347088906422 }, { "score": 6.944263935089111, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.", "probability": 0.00042701913620529243 }, { "score": 6.878025054931641, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan],", "probability": 0.0003996503131115149 }, { "score": 6.580714225769043, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as:", "probability": 0.000296865483404194 }, { "score": 6.454813003540039, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan", "probability": 0.0002617468711622755 }, { "score": 6.37759256362915, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan],", "probability": 0.0002422953547685305 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.096187591552734, "probability": 0.4911398898549659 }, { "score": 11.668182373046875, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 0.3201289158714764 }, { "score": 9.879878044128418, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable", "probability": 0.05353948654070869 }, { "score": 9.59746265411377, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.04036665439281808 }, { "score": 8.960356712341309, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.02134672038773464 }, { "score": 8.54844856262207, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the", "probability": 0.01413974980724013 }, { "score": 8.515412330627441, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 0.01368025748945099 }, { "score": 8.154162406921387, "text": "Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.", "probability": 0.009532469475934523 }, { "score": 8.111572265625, "text": "Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.\n\n11.2 Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 0.00913500438035362 }, { "score": 7.88346004486084, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.\n\n9.8 In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products.", "probability": 0.007271782510122252 }, { "score": 7.658378601074219, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the\n\n- -------------------------------------------------------------------------------\n\nPage 1\n\nAirspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "probability": 0.005806163378435185 }, { "score": 7.265324592590332, "text": "Airspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "probability": 0.003919115522422063 }, { "score": 6.923827171325684, "text": "No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.0027853361744237704 }, { "score": 6.313248634338379, "text": "The Software shall at all times remain the exclusive property of Airspan, subject to the uses provided herein.", "probability": 0.0015125395178058618 }, { "score": 6.311257839202881, "text": "Distributor admits Airspan's exclusive ownership of the name \"Airspan Networks Incorporated\", \"Airspan Communications Ltd.\", \"ANI\", \"ACL\", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not).", "probability": 0.0015095313568012244 }, { "score": 6.141824722290039, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n\n10.13 The obligations of this Section 10 shall survive the expiration or termination of this Agreement.\n\n11. SOFTWARE LICENSE.\n\n11.1 Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 0.0012742606473845832 }, { "score": 5.860033988952637, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as:", "probability": 0.0009613424294317662 }, { "score": 5.545459270477295, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.0007018754405564342 }, { "score": 5.512661457061768, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will: (a) treat such Software as Confidential Information under Section 10 of this Agreement; (b) utilize such Software or any portions or aspects thereof (including any methods or concepts utilized therein) solely on Systems or Equipment provided by Airspan;", "probability": 0.0006792288698498559 }, { "score": 5.336771011352539, "text": "In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products.", "probability": 0.000569675952084165 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.182228088378906, "probability": 0.7465031523399565 }, { "score": 10.886490821838379, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 0.20431492903913523 }, { "score": 8.942842483520508, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable", "probability": 0.02925393910708713 }, { "score": 7.740128517150879, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.00878723647940988 }, { "score": 6.856960296630859, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "probability": 0.003633266289802288 }, { "score": 6.795771598815918, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the", "probability": 0.0034176164041438504 }, { "score": 5.7496724128723145, "text": "No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.0012006272928952052 }, { "score": 5.12602424621582, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan],", "probability": 0.000643518822379786 }, { "score": 4.749722957611084, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the\n\n- -------------------------------------------------------------------------------\n\nPage 1\n\nAirspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "probability": 0.00044170842303810213 }, { "score": 4.702324390411377, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.", "probability": 0.00042126050574576153 }, { "score": 4.6363205909729, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n\n10.13 The obligations of this Section 10 shall survive the expiration or termination of this Agreement.\n\n11. SOFTWARE LICENSE.\n\n11.1 Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 0.0003943534630111371 }, { "score": 4.279463768005371, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan", "probability": 0.0002759972214359424 }, { "score": 3.7315890789031982, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as:", "probability": 0.00015957533162290252 }, { "score": 3.3045499324798584, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the\n", "probability": 0.00010411301198680713 }, { "score": 3.1624021530151367, "text": "Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.\n\n11.2 Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 9.031731424591414e-05 }, { "score": 3.0852108001708984, "text": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 8.360788472795079e-05 }, { "score": 3.051029682159424, "text": "Airspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "probability": 8.079836357678914e-05 }, { "score": 2.9151432514190674, "text": "In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products.", "probability": 7.053226620755491e-05 }, { "score": 2.816678047180176, "text": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer", "probability": 6.391825987341647e-05 }, { "score": 2.7455899715423584, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.\n\n9.8 In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products.", "probability": 5.953217971758456e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.763872146606445, "probability": 0.4418983456759952 }, { "score": 11.569759368896484, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement.", "probability": 0.36393201956501486 }, { "score": 10.778749465942383, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 0.16500193280540953 }, { "score": 8.882774353027344, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable", "probability": 0.02477864206070028 }, { "score": 6.064352035522461, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement", "probability": 0.0014792863231479986 }, { "score": 5.892185211181641, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.0012453205081409185 }, { "score": 4.769625186920166, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as:", "probability": 0.00040528405343252935 }, { "score": 4.293542385101318, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n\n10.13 The obligations of this Section 10 shall survive the expiration or termination of this Agreement.\n\n11. SOFTWARE LICENSE.\n\n11.1 Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 0.00025176733467852173 }, { "score": 3.910637378692627, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement. The training course so developed by Airspan shall be used to familiarize Distributor's technicians with the use and maintenance of Airspan Products. Training will be conducted at Airspan's facilities in Uxbridge, UK, unless otherwise agreed to by Airspan. The necessary instructors and training facilities will be provided by Airspan at no charge to Distributor. Distributor will pay all additional expenses of training including, but not limited to, travel and room and board. Additional training courses may be requested by Distributor at Airspan's then current rates for such courses.", "probability": 0.00017167452360765064 }, { "score": 3.8521947860717773, "text": "Air", "probability": 0.0001619289707487121 }, { "score": 3.4083755016326904, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement. The training course so developed by Airspan shall be used to familiarize Distributor's technicians with the use and maintenance of Airspan Products.", "probability": 0.00010389060831867982 }, { "score": 3.3556437492370605, "text": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement. The training course so developed by Airspan shall be used to familiarize Distributor's technicians with the use and maintenance of Airspan Products. Training will be conducted at Airspan's facilities in Uxbridge, UK, unless otherwise agreed to by Airspan. The necessary instructors and training facilities will be provided by Airspan at no charge to Distributor. Distributor will pay all additional expenses of training including, but not limited to, travel and room and board. Additional training courses may be requested by Distributor at Airspan's then current rates for such courses.\n\n19.2 Airspan agrees to provide Distributor at no additional charge with its standard package of documentation related to the use, maintenance, and installation of Airspan Products.", "probability": 9.855420979923772e-05 }, { "score": 3.2923548221588135, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 9.251009956111878e-05 }, { "score": 2.959893226623535, "text": "No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 6.634419241901215e-05 }, { "score": 2.922090530395508, "text": "No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.\n\n11.2 Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 6.388301571136153e-05 }, { "score": 2.847647190093994, "text": "Distributor during the first year of this Agreement.", "probability": 5.930005247662247e-05 }, { "score": 2.8196403980255127, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be", "probability": 5.7662289531421825e-05 }, { "score": 2.691314935684204, "text": "Air", "probability": 5.071785085649814e-05 }, { "score": 2.4746623039245605, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on", "probability": 4.0838501668002506e-05 }, { "score": 2.4563474655151367, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 4.0097358782052176e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.079353332519531, "probability": 0.9462312641224155 }, { "score": 9.08609390258789, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 0.04742870207682155 }, { "score": 6.607839584350586, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable", "probability": 0.003978772108533637 }, { "score": 5.163386821746826, "text": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 0.0009384933522560887 }, { "score": 4.514636039733887, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.\n\n11.2 Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 0.0004905489109840813 }, { "score": 4.177311897277832, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.0003500937053288255 }, { "score": 3.6419873237609863, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.", "probability": 0.00020497259241102677 }, { "score": 3.001955986022949, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as:", "probability": 0.00010807710816962513 }, { "score": 2.6086466312408447, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.", "probability": 7.293258943496194e-05 }, { "score": 2.1438472270965576, "text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the", "probability": 4.5820710259245324e-05 }, { "score": 1.486424446105957, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.\n\n9.8 In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products.", "probability": 2.374360893964473e-05 }, { "score": 1.4650211334228516, "text": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times", "probability": 2.3240816954334864e-05 }, { "score": 1.3544691801071167, "text": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 2.0808428708397854e-05 }, { "score": 1.31978178024292, "text": "Air", "probability": 2.0099013437044468e-05 }, { "score": 0.8245534896850586, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment", "probability": 1.2248977211527376e-05 }, { "score": 0.7919492721557617, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software", "probability": 1.185604925568167e-05 }, { "score": 0.6716747283935547, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No", "probability": 1.051248584995215e-05 }, { "score": 0.6615798473358154, "text": "11.1 Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 1.0406897403757069e-05 }, { "score": 0.5379915237426758, "text": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable. No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan", "probability": 9.197028793143763e-06 }, { "score": 0.4243929386138916, "text": "No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan. Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.\n\n11.2 Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "probability": 8.209416831843238e-06 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Source Code Escrow": [ { "text": "", "score": 12.241316795349121, "probability": 0.999871212314942 }, { "score": 2.5737342834472656, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 6.32945514295905e-05 }, { "score": 1.8845961093902588, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if:", "probability": 3.177440450874779e-05 }, { "score": 0.30305755138397217, "text": "In the event of a breach of this license by Distributor, then Airspan may, in its discretion, terminate the license with immediate effect, whereupon Distributor shall return to Airspan all Software and copies thereof within ten (10) days.", "probability": 6.534674375232129e-06 }, { "score": 0.08941042423248291, "text": "(d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 5.277620804035201e-06 }, { "score": -0.38354015350341797, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities", "probability": 3.2888067635270923e-06 }, { "score": -0.4769132137298584, "text": "In addition to the above, the Distributor will perform the following services under this Agreement:", "probability": 2.9956215909046968e-06 }, { "score": -0.544967770576477, "text": "Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.\n\n13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 2.7985381625945254e-06 }, { "score": -0.5467398166656494, "text": "This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.\n\n13.4 In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory.", "probability": 2.7935834153049313e-06 }, { "score": -0.9259476661682129, "text": "Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said", "probability": 1.9119378339344804e-06 }, { "score": -1.2341060638427734, "text": "Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.\n\n13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if:", "probability": 1.4048898523287565e-06 }, { "score": -1.6306219100952148, "text": "(a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 9.450126706727541e-07 }, { "score": -1.707903504371643, "text": "or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 8.747312892966893e-07 }, { "score": -1.7873821258544922, "text": "Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.\n\n13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 8.078998636896943e-07 }, { "score": -1.8198250532150269, "text": "(c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.", "probability": 7.82109841066504e-07 }, { "score": -1.8712878227233887, "text": "the conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor in any kind of embarrassing situation.", "probability": 7.42878438930981e-07 }, { "score": -1.888077735900879, "text": "This", "probability": 7.305097000281939e-07 }, { "score": -1.9474565982818604, "text": "If Distributor has any Airspan owned Equipment in its possession:", "probability": 6.883955825507823e-07 }, { "score": -2.12188720703125, "text": "Distributor acknowledges and agrees that:", "probability": 5.782076374970694e-07 }, { "score": -2.1479878425598145, "text": "Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said", "probability": 5.633112983103525e-07 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Post-Termination Services": [ { "score": 13.360029220581055, "text": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 0.26642901652680534 }, { "score": 13.16447639465332, "text": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 0.2191058678180311 }, { "score": 13.126300811767578, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.21089902086380155 }, { "score": 12.454116821289062, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.1076834014972434 }, { "text": "", "score": 12.382497787475586, "probability": 0.1002409131843365 }, { "score": 11.538586616516113, "text": "In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory.", "probability": 0.043106131516978945 }, { "score": 10.182096481323242, "text": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products.", "probability": 0.011102553360844576 }, { "score": 9.862489700317383, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n", "probability": 0.008065279229572911 }, { "score": 9.750689506530762, "text": "In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory.\n\n13.5 Upon termination, Distributor shall immediately return to Airspan all Confidential Information, and Distributor agrees that neither it nor any company or organization controlled or directed by it shall divulge the contents of such material to any person at any time, notwithstanding the termination of this Agreement.", "probability": 0.007212157470256817 }, { "score": 9.39293384552002, "text": "In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory", "probability": 0.005043057165127332 }, { "score": 9.34447193145752, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.004804488400857881 }, { "score": 9.144536972045898, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers.", "probability": 0.003933838257423217 }, { "score": 9.125913619995117, "text": "Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration. Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.003861254972500134 }, { "score": 8.79094409942627, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.\n\n13.7 Distributor acknowledges and agrees that:", "probability": 0.002762186931550945 }, { "score": 8.336064338684082, "text": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times", "probability": 0.0017526746134412356 }, { "score": 7.751166820526123, "text": "5.3 For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 0.0009765253719886021 }, { "score": 7.746404647827148, "text": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times", "probability": 0.0009718860449282594 }, { "score": 7.440551280975342, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.\n\n13.7 Distributor acknowledges and agrees that: (a) Distributor has no expectation and has received no assurances that its business relationship with Airspan will continue beyond the states term of this agreement or its earlier termination in accordance with this section, that any investment by Distributor in the promotion of Airspan's Products will be recovered or recouped, or that Distributor shall obtain any anticipated amount of profits by virtue of this Agreement; and (b) Distributor shall not have or acquire by virtue of this Agreement or otherwise any vested, proprietary, or other right in the promotion of Airspan's Products or in any goodwill created by its efforts hereunder.", "probability": 0.000715788829796023 }, { "score": 7.420538902282715, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers", "probability": 0.000701606576307949 }, { "score": 7.316611289978027, "text": "Upon termination, Distributor shall immediately return to Airspan all Confidential Information, and Distributor agrees that neither it nor any company or organization controlled or directed by it shall divulge the contents of such material to any person at any time, notwithstanding the termination of this Agreement.", "probability": 0.000632351368207263 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Audit Rights": [ { "score": 13.658929824829102, "text": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 0.7482616395274776 }, { "text": "", "score": 12.246352195739746, "probability": 0.18221277054729082 }, { "score": 9.84157657623291, "text": "Whenever Distributor refers to the Trademarks in advertising or in any other manner to identify the products, Distributor shall clearly indicate Airspan's ownership of the Trademarks and before distributing or publishing any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materials.", "probability": 0.01645121695795679 }, { "score": 9.468539237976074, "text": "time to time, at Airspan's request, on matters relating to market conditions, distribution forecasting, and product planning.\n\n5.3 For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 0.011328958145471624 }, { "score": 9.438596725463867, "text": "Distributor will confer with Airspan from\n\n- --------------------------------------------------------------------------------\n\nPage 6\n\ntime to time, at Airspan's request, on matters relating to market conditions, distribution forecasting, and product planning.\n\n5.3 For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 0.010994768875504974 }, { "score": 9.325349807739258, "text": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times", "probability": 0.009817560649938458 }, { "score": 9.1915864944458, "text": "Whenever Distributor refers to the Trademarks in advertising or in any other manner to identify the products, Distributor shall clearly indicate Airspan's ownership of the Trademarks and before distributing or publishing any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materials.", "probability": 0.00858837351637505 }, { "score": 8.972612380981445, "text": "Distributor will promptly advise Airspan concerning any market information which comes to Distributor's attention regarding Airspan, Airspan Products, Airspan's market position, or the continued competitiveness of Airspan Products in the marketplace. Distributor will confer with Airspan from\n\n- --------------------------------------------------------------------------------\n\nPage 6\n\ntime to time, at Airspan's request, on matters relating to market conditions, distribution forecasting, and product planning.\n\n5.3 For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 0.00689940556871602 }, { "score": 7.674691677093506, "text": "Distributor agrees to render to Airspan all assistance in connection with any matter pertaining to the protection of the Trademarks, whether in the courts or before the administrative agencies of the Territory or otherwise, and to make promptly available to Airspan, its Distributors, and attorneys all of Distributor's files, records, and other information pertaining to the\n\n\n\n\n\nadvertising, promotion, and sale of the Airspan Products.", "probability": 0.00188422115386317 }, { "score": 6.764611721038818, "text": "Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 0.0007583840180482856 }, { "score": 6.62104606628418, "text": "Distributor will confer with Airspan from", "probability": 0.0006569607153542738 }, { "score": 6.155060768127441, "text": "Distributor will promptly advise Airspan concerning any market information which comes to Distributor's attention regarding Airspan, Airspan Products, Airspan's market position, or the continued competitiveness of Airspan Products in the marketplace. Distributor will confer with Airspan from", "probability": 0.00041225369506241443 }, { "score": 5.933544635772705, "text": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to", "probability": 0.0003303401206108366 }, { "score": 5.519405364990234, "text": "time to time, at Airspan's request, on matters relating to market conditions, distribution forecasting, and product planning.", "probability": 0.0002183247255922435 }, { "score": 5.5136308670043945, "text": "For", "probability": 0.00021706764290786503 }, { "score": 5.503115177154541, "text": "Whenever Distributor refers to the Trademarks in advertising or in any other manner to identify the products, Distributor shall clearly indicate Airspan's ownership of the Trademarks and before distributing or publishing any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materials", "probability": 0.0002147969865814582 }, { "score": 5.489462852478027, "text": "Distributor will confer with Airspan from\n\n- --------------------------------------------------------------------------------\n\nPage 6\n\ntime to time, at Airspan's request, on matters relating to market conditions, distribution forecasting, and product planning.", "probability": 0.00021188443516796435 }, { "score": 5.473783493041992, "text": "5.3 For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "probability": 0.0002085881324383322 }, { "score": 5.347503662109375, "text": "Whenever Distributor refers to the Trademarks in advertising or in any other manner to identify the products, Distributor shall clearly indicate Airspan's ownership of the Trademarks and before distributing or publishing any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materials", "probability": 0.0001838429422798514 }, { "score": 5.134960174560547, "text": "time to time, at Airspan's request, on matters relating to market conditions, distribution forecasting, and product planning.\n\n5.3 For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times", "probability": 0.00014864164336198446 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Uncapped Liability": [ { "score": 14.773149490356445, "text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13.", "probability": 0.41228281067885914 }, { "score": 13.55980396270752, "text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13.", "probability": 0.12253099518509866 }, { "score": 13.339773178100586, "text": "Without prejudice to Sections 16.3 and 16.4, the liability of the Airspan Parties, taken as a whole, for each event or series of connected events\n\n\n\n\n\narising out of or in connection with this Agreement, any purchase order placed pursuant to this Agreement, or any other collateral contract, or from or in connection with the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other cause, whether caused by negligence, breach of contract, strict liability, breach of warranty, on grounds of failure of essential purpose, or otherwise, shall in no circumstance exceed the total amount payable by Distributor to Airspan under this Agreement for the provision of", "probability": 0.09833039985978838 }, { "score": 12.825089454650879, "text": "Without prejudice to Sections 16.3 and 16.4, the liability of the Airspan Parties, taken as a whole, for each event or series of connected events\n\n\n\n\n\narising out of or in connection with this Agreement, any purchase order placed pursuant to this Agreement, or any other collateral contract, or from or in connection with the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other cause, whether caused by negligence, breach of contract, strict liability, breach of warranty, on grounds of failure of essential purpose, or otherwise, shall in no circumstance exceed the total amount payable by Distributor to Airspan under this Agreement for the provision of\n\n- -------------------------------------------------------------------------------\n\nPage 19\n\nthe Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.", "probability": 0.05877105735339969 }, { "score": 12.782047271728516, "text": "In any event, Airspan shall not be liable for any direct, indirect, consequential, or special losses or damages (including, but not limited to, loss of income or profit and loss of data) that may be suffered by the Distributor or by any other person for failure to deliver or for any delay or error in delivery of Equipment or Software for any reason whatsoever.", "probability": 0.056295090503585714 }, { "text": "", "score": 12.360909461975098, "probability": 0.03694644823271561 }, { "score": 12.275581359863281, "text": "Distributor agrees that any breach of the provisions of this Section by Distributor or Distributor's personnel, agents, or subcontractors, or any third party providing products or services to Distributor will cause immediate and irreparable injury to Airspan and that, in the event of such breach, Airspan shall be entitled to injunctive relief and any and all other remedies available at law or in equity.", "probability": 0.03392463399648492 }, { "score": 12.266345977783203, "text": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period.", "probability": 0.03361276935081472 }, { "score": 11.906198501586914, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.02344737524504157 }, { "score": 11.64897346496582, "text": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.", "probability": 0.018129374478487205 }, { "score": 11.623942375183105, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000). And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.017681208914253583 }, { "score": 11.425575256347656, "text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13. Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration.", "probability": 0.014499806630926648 }, { "score": 11.342206954956055, "text": "Distributor shall include, in its agreements with its customers pursuant to which Distributor supplies Equipment or Software, provisions pursuant to which such customers agree that the Airspan Parties shall have no liability for any of the types of damages referred to at Section 16.1 in connection with or arising from the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other causes.", "probability": 0.01333999962194927 }, { "score": 11.21583366394043, "text": "Distributor agrees that any breach of the provisions of this Section by Distributor or Distributor's personnel, agents, or subcontractors, or any third party providing products or services to Distributor will cause immediate and irreparable injury to Airspan and that, in the event of such breach, Airspan shall be entitled to injunctive relief and any and all other remedies available at law or in equity.", "probability": 0.01175635236287871 }, { "score": 11.207077026367188, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000). And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).\n\n16.4 Nothing in this Agreement shall exclude or in any way limit Airspan liability for death or personal injury caused by its negligence.", "probability": 0.011653855664216946 }, { "score": 11.027705192565918, "text": "Without prejudice to Sections 16.3 and 16.4, the liability of the Airspan Parties, taken as a whole, for each event or series of connected events\n\n\n\n\n\narising out of or in connection with this Agreement, any purchase order placed pursuant to this Agreement, or any other collateral contract, or from or in connection with the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other cause, whether caused by negligence, breach of contract, strict liability, breach of warranty, on grounds of failure of essential purpose, or otherwise, shall in no circumstance exceed the total amount payable by Distributor to Airspan under this Agreement for the provision of\n", "probability": 0.00974023504952188 }, { "score": 10.733399391174316, "text": "And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.007256948679186215 }, { "score": 10.700250625610352, "text": "Nothing in this Agreement shall exclude or in any way limit Airspan liability for death or personal injury caused by its negligence.", "probability": 0.007020333210554042 }, { "score": 10.608268737792969, "text": "Nothing in this Agreement shall exclude or in any way limit Airspan liability for death or personal injury caused by its negligence.", "probability": 0.0064033980513333215 }, { "score": 10.60412311553955, "text": "The provisions of this Section 17 set forth the entire obligation of Airspan with respect to any claim of patent infringement, copyright infringement, or misuse of proprietary or trade secret information.", "probability": 0.006376906930903501 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Cap On Liability": [ { "score": 14.240438461303711, "text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13.", "probability": 0.2016748872737655 }, { "score": 13.541419982910156, "text": "Without prejudice to Sections 16.3 and 16.4, the liability of the Airspan Parties, taken as a whole, for each event or series of connected events\n\n\n\n\n\narising out of or in connection with this Agreement, any purchase order placed pursuant to this Agreement, or any other collateral contract, or from or in connection with the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other cause, whether caused by negligence, breach of contract, strict liability, breach of warranty, on grounds of failure of essential purpose, or otherwise, shall in no circumstance exceed the total amount payable by Distributor to Airspan under this Agreement for the provision of", "probability": 0.10024713161712767 }, { "score": 13.265227317810059, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000). And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.07605416534777107 }, { "score": 13.22078800201416, "text": "In any event, Airspan shall not be liable for any direct, indirect, consequential, or special losses or damages (including, but not limited to, loss of income or profit and loss of data) that may be suffered by the Distributor or by any other person for failure to deliver or for any delay or error in delivery of Equipment or Software for any reason whatsoever.", "probability": 0.0727483679834917 }, { "score": 13.156627655029297, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.06822739194248398 }, { "score": 13.10695743560791, "text": "Without prejudice to Sections 16.3 and 16.4, the liability of the Airspan Parties, taken as a whole, for each event or series of connected events\n\n\n\n\n\narising out of or in connection with this Agreement, any purchase order placed pursuant to this Agreement, or any other collateral contract, or from or in connection with the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other cause, whether caused by negligence, breach of contract, strict liability, breach of warranty, on grounds of failure of essential purpose, or otherwise, shall in no circumstance exceed the total amount payable by Distributor to Airspan under this Agreement for the provision of\n\n- -------------------------------------------------------------------------------\n\nPage 19\n\nthe Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.", "probability": 0.06492130902961189 }, { "score": 13.058815002441406, "text": "WITHOUT PREJUDICE TO SECTION 16.4, NEITHER Airspan, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SHAREHOLDERS, OR AFFILIATES (Airspan AND SUCH OTHER PERSONS, THE \"Airspan PARTIES\"), SHALL HAVE ANY LIABILITY TO DISTRIBUTOR FOR LOSS OF PROFITS, INCOME, REVENUE OR DATA, OR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OR LOSSES, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY PURCHASE ORDER PLACED PURSUANT TO THIS AGREEMENT OR ANY OTHER COLLATERAL CONTRACT, OR FROM OR IN CONNECTION WITH THE EQUIPMENT OR THE SOFTWARE OR THE USE THEREOF OR THE INABILITY TO USE THEM EITHER SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT OR SOFTWARE, OR FROM ANY OTHER CAUSE, WHETHER CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, STRICT LIABILITY, BREACH OF WARRANTY, ON GROUNDS OF FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE.", "probability": 0.06186988018686343 }, { "score": 13.018516540527344, "text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13. Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration.", "probability": 0.05942618838413604 }, { "score": 12.82750129699707, "text": "And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.04909316245493482 }, { "score": 12.726508140563965, "text": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period.", "probability": 0.04437723492938431 }, { "score": 12.316608428955078, "text": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.\n\n16.3 Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000). And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.029453916799056585 }, { "text": "", "score": 12.22916030883789, "probability": 0.02698763449432712 }, { "score": 12.208008766174316, "text": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.\n\n16.3 Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.026422799020953836 }, { "score": 12.054265975952148, "text": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.", "probability": 0.022657353260865612 }, { "score": 11.942825317382812, "text": "Distributor shall include, in its agreements with its customers pursuant to which Distributor supplies Equipment or Software, provisions pursuant to which such customers agree that the Airspan Parties shall have no liability for any of the types of damages referred to at Section 16.1 in connection with or arising from the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other causes.", "probability": 0.020268010140860288 }, { "score": 11.941121101379395, "text": "Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration.", "probability": 0.020233498489627796 }, { "score": 11.876753807067871, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000). And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).\n\n16.4 Nothing in this Agreement shall exclude or in any way limit Airspan liability for death or personal injury caused by its negligence.", "probability": 0.018972153097481376 }, { "score": 11.470428466796875, "text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13. Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration. Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.012637226439244692 }, { "score": 11.439027786254883, "text": "And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).\n\n16.4 Nothing in this Agreement shall exclude or in any way limit Airspan liability for death or personal injury caused by its negligence.", "probability": 0.01224657439701749 }, { "score": 11.37448501586914, "text": "Without prejudice to Sections 16.3 and 16.4, the liability of the Airspan Parties, taken as a whole, for each event or series of connected events\n\n\n\n\n\narising out of or in connection with this Agreement, any purchase order placed pursuant to this Agreement, or any other collateral contract, or from or in connection with the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other cause, whether caused by negligence, breach of contract, strict liability, breach of warranty, on grounds of failure of essential purpose, or otherwise, shall in no circumstance exceed the total amount payable by Distributor to Airspan under this Agreement for the provision of\n", "probability": 0.011481114710994555 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Liquidated Damages": [ { "score": 13.486435890197754, "text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13.", "probability": 0.6021147714992491 }, { "text": "", "score": 12.17279052734375, "probability": 0.16187148446291064 }, { "score": 11.757976531982422, "text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13. Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration.", "probability": 0.106910145422031 }, { "score": 11.088533401489258, "text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13. Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration. Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.054737311518986226 }, { "score": 9.875798225402832, "text": "Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration.", "probability": 0.01627793341934884 }, { "score": 9.652435302734375, "text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.013019490318959668 }, { "score": 9.206355094909668, "text": "Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration. Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.008334197928016318 }, { "score": 9.041022300720215, "text": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.\n\n16.3 Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.007064162648276519 }, { "score": 8.902551651000977, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.006150687340593414 }, { "score": 8.638243675231934, "text": "Without prejudice to Sections 16.3 and 16.4, the liability of the Airspan Parties, taken as a whole, for each event or series of connected events\n\n\n\n\n\narising out of or in connection with this Agreement, any purchase order placed pursuant to this Agreement, or any other collateral contract, or from or in connection with the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other cause, whether caused by negligence, breach of contract, strict liability, breach of warranty, on grounds of failure of essential purpose, or otherwise, shall in no circumstance exceed the total amount payable by Distributor to Airspan under this Agreement for the provision of\n\n- -------------------------------------------------------------------------------\n\nPage 19\n\nthe Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.\n\n16.3 Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "probability": 0.004722110608664106 }, { "score": 8.514933586120605, "text": "Without prejudice to Sections 16.3 and 16.4, the liability of the Airspan Parties, taken as a whole, for each event or series of connected events\n\n\n\n\n\narising out of or in connection with this Agreement, any purchase order placed pursuant to this Agreement, or any other collateral contract, or from or in connection with the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other cause, whether caused by negligence, breach of contract, strict liability, breach of warranty, on grounds of failure of essential purpose, or otherwise, shall in no circumstance exceed the total amount payable by Distributor to Airspan under this Agreement for the provision of", "probability": 0.004174296217319172 }, { "score": 8.162217140197754, "text": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.", "probability": 0.0029335970361659253 }, { "score": 8.113144874572754, "text": "In any event, Airspan shall not be liable for any direct, indirect, consequential, or special losses or damages (including, but not limited to, loss of income or profit and loss of data) that may be suffered by the Distributor or by any other person for failure to deliver or for any delay or error in delivery of Equipment or Software for any reason whatsoever.", "probability": 0.002793113886562504 }, { "score": 7.913360595703125, "text": "Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers.", "probability": 0.0022873016018482815 }, { "score": 7.759438991546631, "text": "Without prejudice to Sections 16.3 and 16.4, the liability of the Airspan Parties, taken as a whole, for each event or series of connected events\n\n\n\n\n\narising out of or in connection with this Agreement, any purchase order placed pursuant to this Agreement, or any other collateral contract, or from or in connection with the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other cause, whether caused by negligence, breach of contract, strict liability, breach of warranty, on grounds of failure of essential purpose, or otherwise, shall in no circumstance exceed the total amount payable by Distributor to Airspan under this Agreement for the provision of\n\n- -------------------------------------------------------------------------------\n\nPage 19\n\nthe Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.", "probability": 0.001960993394584613 }, { "score": 7.190888404846191, "text": "Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration.", "probability": 0.00111060020245285 }, { "score": 7.146880149841309, "text": "Airspan will pay no commissions under this Agreement. Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers.", "probability": 0.0010627844855802921 }, { "score": 7.012326240539551, "text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13. Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration. Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.\n\n13.7 Distributor acknowledges and agrees that:", "probability": 0.0009289860353569204 }, { "score": 6.890447616577148, "text": "Airspan will pay no commissions under this Agreement.", "probability": 0.0008223902859746319 }, { "score": 6.762528896331787, "text": "Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration. Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.0007236416871190173 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Warranty Duration": [ { "score": 15.02358341217041, "text": "The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")", "probability": 0.2928960604645849 }, { "score": 14.701499938964844, "text": "Airspan warrants that, following repair or replacement, the repaired or replaced Equipment or Software by Airspan shall be free from defects in materials and faulty workmanship and that the Software will conform in all material respects to Airspan's published specifications therefor for ninety (90) days from date of shipment from Airspan to Distributor or until the end of the Initial Warranty Period, whichever is longer.", "probability": 0.21224352758638088 }, { "score": 14.609426498413086, "text": "The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")", "probability": 0.1935741977512291 }, { "score": 14.096331596374512, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "probability": 0.11588125324229581 }, { "score": 13.466398239135742, "text": "Subject to Sections 14.3 and 14.4, Airspan warrants that the Equipment sold to Distributor under this Agreement shall, under normal use and service, be free from defects in materials and faulty workmanship, and that the Software licensed to Distributor under this Agreement shall conform in all material respects to Airspan's published specifications therefor. The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")", "probability": 0.061721518522614816 }, { "score": 13.047554016113281, "text": "Subject to the provisions of this warranty clause, defective parts or components must be returned by Distributor to Airspan's designated facility located within the contiguous 48 states in the United States, freight prepaid, within the Initial Warranty Period, and said defective parts will be repaired or replaced by Airspan at no charge to Distributor.", "probability": 0.04060082585196713 }, { "score": 12.6036376953125, "text": "The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")\n\n14.3 Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period.", "probability": 0.026046205275481026 }, { "text": "", "score": 11.842757225036621, "probability": 0.012170215526598496 }, { "score": 11.356321334838867, "text": "The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")\n\n14.3 Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period. Airspan shall have no obligation to remedy any such defect if it can be shown that: (a) the Equipment or Software was altered, repaired, or reworked by any party other than Airspan without Airspan's prior written consent; (b) such defects were the result of Distributor's or a third party's improper storage, mishandling, abuse, or misuse of the Equipment or Software; (c) such defects were the result of Distributor's or a third party's use of the Equipment or Software in conjunction with equipment electronically or mechanically incompatible or of an inferior quality; or (d) the defect was the result of damage by fire, explosion, power failure, or any act of nature.", "probability": 0.007482415938798335 }, { "score": 11.109041213989258, "text": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period.", "probability": 0.005843182549191128 }, { "score": 10.959616661071777, "text": "Subject to the provisions of this warranty clause, defective parts or components must be returned by Distributor to Airspan's designated facility located within the contiguous 48 states in the United States, freight prepaid, within the Initial Warranty Period, and said defective parts will be repaired or replaced by Airspan at no charge to Distributor", "probability": 0.00503216874160287 }, { "score": 10.84500789642334, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.004487260078088571 }, { "score": 10.8236665725708, "text": "In the event of such return, Airspan shall refund the depreciated value of the Equipment and the license to use the Software within thirty (30) days of the receipt by Airspan of the Equipment and the Software.", "probability": 0.00439251064286763 }, { "score": 10.564416885375977, "text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "probability": 0.003389394449075112 }, { "score": 10.48326587677002, "text": "The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")\n\n14.3 Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period. Airspan shall have no obligation to remedy any such defect if it can be shown that:", "probability": 0.0031252062100865594 }, { "score": 10.416537284851074, "text": "Subject to the provisions of this warranty clause, defective parts or components must be returned by Distributor to Airspan's designated facility located within the contiguous 48 states in the United States, freight prepaid, within the Initial Warranty Period, and said defective parts will be repaired or replaced by Airspan at no charge to Distributor. In connection with such return by Distributor, Distributor shall comply with Airspan's Return Material Authorization (RMA) procedures. Risk of loss or damage to Equipment or Software returned to Airspan for repair or replacement shall be borne by Distributor until delivery to Airspan. Upon delivery of such Equipment or Software, Airspan shall assume the risk of loss or damage until that time that the Equipment or Software being repaired or replaced is returned and delivered to Distributor.", "probability": 0.002923471196903281 }, { "score": 10.317667961120605, "text": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date. After the above period of twenty-four (24) months, Exhibit B may be revised by Airspan giving thirty (30) days written notice to Distributor.", "probability": 0.0026482587606773923 }, { "score": 10.157820701599121, "text": "Subject to Sections 14.3 and 14.4, Airspan warrants that the Equipment sold to Distributor under this Agreement shall, under normal use and service, be free from defects in materials and faulty workmanship, and that the Software licensed to Distributor under this Agreement shall conform in all material respects to Airspan's published specifications therefor.", "probability": 0.0022570419698304343 }, { "score": 9.861723899841309, "text": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period. Airspan shall have no obligation to remedy any such defect if it can be shown that: (a) the Equipment or Software was altered, repaired, or reworked by any party other than Airspan without Airspan's prior written consent; (b) such defects were the result of Distributor's or a third party's improper storage, mishandling, abuse, or misuse of the Equipment or Software; (c) such defects were the result of Distributor's or a third party's use of the Equipment or Software in conjunction with equipment electronically or mechanically incompatible or of an inferior quality; or (d) the defect was the result of damage by fire, explosion, power failure, or any act of nature.", "probability": 0.0016785969426741016 }, { "score": 9.817940711975098, "text": "The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")\n\n14.3 Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period. Airspan shall have no obligation to remedy any such defect if it can be shown that", "probability": 0.0016066882990521177 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Insurance": [ { "text": "", "score": 12.180191040039062, "probability": 0.6455788648424539 }, { "score": 10.71867561340332, "text": "Airspan will be responsible for and pay all packing, shipping, freight, and insurance charges to the agreed upon location within the city limits.", "probability": 0.14969979957064564 }, { "score": 10.606603622436523, "text": "However, Airspan will insure the Equipment against loss or damage in transit to the agreed to location as set forth in the Purchase Order within the city limits of the arrival airport as set forth in Paragraph 8.1.", "probability": 0.13382861135716848 }, { "score": 9.76984691619873, "text": "Airspan will be responsible for and pay all packing, shipping, freight, and insurance charges to the agreed upon location within the city limits.", "probability": 0.05796290606519761 }, { "score": 7.009464740753174, "text": "Airspan will be responsible for and pay all packing, shipping, freight, and insurance charges to the agreed upon location within the city limits", "probability": 0.003667173052790487 }, { "score": 6.848930835723877, "text": "All risk of loss or damage to the Equipment and Software will pass to Distributor on collection by the freight forwarder from Airspan. However, Airspan will insure the Equipment against loss or damage in transit to the agreed to location as set forth in the Purchase Order within the city limits of the arrival airport as set forth in Paragraph 8.1.", "probability": 0.0031232907541246884 }, { "score": 6.094460487365723, "text": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period.", "probability": 0.0014687575311866762 }, { "score": 5.893754005432129, "text": "However, Airspan will insure the Equipment against loss or damage in transit to the agreed to location as set forth in the Purchase Order within the city limits of the arrival airport as set forth in Paragraph 8.1", "probability": 0.001201667703118132 }, { "score": 5.8814544677734375, "text": "Airspan will insure the Equipment against loss or damage in transit to the agreed to location as set forth in the Purchase Order within the city limits of the arrival airport as set forth in Paragraph 8.1.", "probability": 0.0011869782677647214 }, { "score": 5.238361835479736, "text": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period. Airspan shall have no obligation to remedy any such defect if it can be shown that: (a) the Equipment or Software was altered, repaired, or reworked by any party other than Airspan without Airspan's prior written consent; (b) such defects were the result of Distributor's or a third party's improper storage, mishandling, abuse, or misuse of the Equipment or Software; (c) such defects were the result of Distributor's or a third party's use of the Equipment or Software in conjunction with equipment electronically or mechanically incompatible or of an inferior quality; or (d) the defect was the result of damage by fire, explosion, power failure, or any act of nature.\n\n14.4 In no event shall Airspan be obliged to provide on-site maintenance. Subject to the provisions of this warranty clause, defective parts or components must be returned by Distributor to Airspan's designated facility located within the contiguous 48 states in the United States, freight prepaid, within the Initial Warranty Period, and said defective parts will be repaired or replaced by Airspan at no charge to Distributor.", "probability": 0.0006239520070356976 }, { "score": 5.182673454284668, "text": "Airspan will be responsible for and pay all packing, shipping, freight, and insurance charges to the agreed upon location within the city limits", "probability": 0.0005901549162884524 }, { "score": 4.747364521026611, "text": "However, Airspan will insure the Equipment against loss or damage in transit to the agreed to location as set forth in the Purchase Order within the city limits of the arrival airport as set forth in Paragraph 8.1.\n\n8.3 Title to the Equipment shall pass to Distributor on collection by the freight forwarder from Airspan.\n\n8.4 If Distributor has any Airspan owned Equipment in its possession:", "probability": 0.0003818684353314424 }, { "score": 3.9602558612823486, "text": " Airspan will be responsible for and pay all packing, shipping, freight, and insurance charges to the agreed upon location within the city limits.", "probability": 0.00017381082226872757 }, { "score": 3.797511339187622, "text": "Subject to the provisions of this warranty clause, defective parts or components must be returned by Distributor to Airspan's designated facility located within the contiguous 48 states in the United States, freight prepaid, within the Initial Warranty Period, and said defective parts will be repaired or replaced by Airspan at no charge to Distributor.", "probability": 0.00014770587381795106 }, { "score": 3.111562490463257, "text": "However, Airspan will insure the Equipment against loss or damage in transit to the agreed to location as set forth in the Purchase Order within the city limits of the arrival airport as set forth in Paragraph 8.", "probability": 7.438647283639908e-05 }, { "score": 3.074554681777954, "text": "However", "probability": 7.1683908905957e-05 }, { "score": 3.014861583709717, "text": "Air", "probability": 6.753008496988035e-05 }, { "score": 2.8379464149475098, "text": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period. Airspan shall have no obligation to remedy any such defect if it can be shown that: (a) the Equipment or Software was altered, repaired, or reworked by any party other than Airspan without Airspan's prior written consent; (b) such defects were the result of Distributor's or a third party's improper storage, mishandling, abuse, or misuse of the Equipment or Software; (c) such defects were the result of Distributor's or a third party's use of the Equipment or Software in conjunction with equipment electronically or mechanically incompatible or of an inferior quality; or (d) the defect was the result of damage by fire, explosion, power failure, or any act of nature.", "probability": 5.658013959458296e-05 }, { "score": 2.6873269081115723, "text": "Airspan will be responsible for and pay all packing, shipping, freight, and insurance charges to the agreed upon location within the city limits. If requested by Distributor, Airspan may arrange for shipment to be made to Distributor's identified warehouse facilities or freight forwarder outside of the city limits, subject to approval in writing by Airspan and agreement to any additional charges in advance of shipment.", "probability": 4.866881744999308e-05 }, { "score": 2.622401714324951, "text": "insurance charges to the agreed upon location within the city limits.", "probability": 4.560937705062349e-05 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Covenant Not To Sue": [ { "score": 13.735430717468262, "text": "Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest.", "probability": 0.7025364913807185 }, { "text": "", "score": 12.121369361877441, "probability": 0.13985917021562666 }, { "score": 10.633672714233398, "text": "Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest", "probability": 0.031593118934704234 }, { "score": 10.393026351928711, "text": "Distributor also agrees that it shall not at any time take any action in the courts or before the administrative agencies of the Territory or otherwise to prevent the infringement, imitation, illegal use, or misuse of the Trademarks, it being clearly understood by Distributor that such action falls wholly within the authority of Airspan as sole owner of the Trademarks.", "probability": 0.024835969348484272 }, { "score": 10.314505577087402, "text": "Distributor shall not make any claims in its advertising which exceed or contradict\n\n\n\n\n\nclaims made by Airspan in its printed materials.", "probability": 0.022960427818871487 }, { "score": 10.235000610351562, "text": "This indemnity shall not apply to claims arising in respect to the use of the Equipment or Software supplied by Airspan or manufactured by its suppliers in accordance with any design or any special instruction furnished by Distributor, or which is used by Distributor in a manner or for a purpose not contemplated by this Agreement.", "probability": 0.021205641139506022 }, { "score": 10.029411315917969, "text": "This indemnity shall not apply to claims arising in respect to the use of the Equipment or Software supplied by Airspan or manufactured by its suppliers in accordance with any design or any special instruction furnished by Distributor, or which is used by Distributor in a manner or for a purpose not contemplated by this Agreement.\n\n17.5 The provisions of this Section 17 set forth the entire obligation of Airspan with respect to any claim of patent infringement, copyright infringement, or misuse of proprietary or trade secret information.", "probability": 0.0172649415147819 }, { "score": 9.639541625976562, "text": "The provisions of this Section 17 set forth the entire obligation of Airspan with respect to any claim of patent infringement, copyright infringement, or misuse of proprietary or trade secret information.", "probability": 0.011690870679179718 }, { "score": 9.438982009887695, "text": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period.", "probability": 0.00956632039027791 }, { "score": 8.574213027954102, "text": "Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.", "probability": 0.004028844681664998 }, { "score": 8.382797241210938, "text": "Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.", "probability": 0.0033269762838680347 }, { "score": 8.188553810119629, "text": "Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest. In connection with any reference to the Trademarks, Distributor shall not in any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks.", "probability": 0.0027396233228469077 }, { "score": 7.9167022705078125, "text": "Distributor shall not make any claims in its advertising which exceed or contradict", "probability": 0.002087503590881794 }, { "score": 7.247956275939941, "text": "If any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof is unable to be resolved by mutual agreement of the parties, each of the parties hereby (i) agrees that any action, suit or proceeding with respect to this Agreement against it or its properties or revenues must be brought exclusively in the federal and state courts siting in Minneapolis, MN, and (ii) irrevocably submits to the exclusive jurisdiction of any such court and any appellate court from any order or judgment thereof in any such action, suit or proceeding.", "probability": 0.0010695338542921196 }, { "score": 7.172092914581299, "text": "In any event, Airspan shall not be liable for any direct, indirect, consequential, or special losses or damages (including, but not limited to, loss of income or profit and loss of data) that may be suffered by the Distributor or by any other person for failure to deliver or for any delay or error in delivery of Equipment or Software for any reason whatsoever.\n\n9. TRADEMARKS AND COPYRIGHTS.\n\n9.1 Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest.", "probability": 0.0009913967634743385 }, { "score": 7.1205549240112305, "text": "Distributor shall not purport to create any security, mortgage, lien or pledge over the Equipment, or otherwise deal with the Equipment without Airspan's written consent;\n\n\n\n\n\nc. In the event of any threatened seizure of the Equipment by any third parties, and on termination or expiration of this Agreement, or any Contract made pursuant to it, Airspan shall have the right, without prejudice to any other remedy, to enter without prior notice any premises and to repossess and take away or otherwise deal with the Equipment.", "probability": 0.0009415964920416273 }, { "score": 7.084364891052246, "text": "Distributor shall not purport to create any security, mortgage, lien or pledge over the Equipment, or otherwise deal with the Equipment without Airspan's written consent;", "probability": 0.0009081293255243842 }, { "score": 7.029389381408691, "text": "In the event of any threatened seizure of the Equipment by any third parties, and on termination or expiration of this Agreement, or any Contract made pursuant to it, Airspan shall have the right, without prejudice to any other remedy, to enter without prior notice any premises and to repossess and take away or otherwise deal with the Equipment.", "probability": 0.000859551969506193 }, { "score": 6.948624610900879, "text": "and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest.", "probability": 0.0007928598858418175 }, { "score": 6.8810224533081055, "text": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period. Airspan shall have no obligation to remedy any such defect if it can be shown that:", "probability": 0.0007410324079069439 } ], "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.129487991333008, "probability": 0.9969634954593423 }, { "score": 5.020990371704102, "text": "Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers", "probability": 0.0008156389666780755 }, { "score": 4.788421154022217, "text": "In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 0.0006463897154519856 }, { "score": 4.312277793884277, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "probability": 0.0004015207593129554 }, { "score": 4.229837894439697, "text": "In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 0.0003697471290523752 }, { "score": 3.818314552307129, "text": "Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers.", "probability": 0.00024500925733310304 }, { "score": 3.558483123779297, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement. When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed. In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 0.0001889466247295 }, { "score": 2.705077886581421, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement.", "probability": 8.048407422500731e-05 }, { "score": 2.499607801437378, "text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "probability": 6.553532065847392e-05 }, { "score": 2.2692646980285645, "text": "When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed. In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 5.205215207903528e-05 }, { "score": 2.199366331100464, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement. When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed. In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 4.853803773050254e-05 }, { "score": 1.807973861694336, "text": "Distributor acknowledges and agrees that:", "probability": 3.281728322654914e-05 }, { "score": 1.2283663749694824, "text": "When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed. In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.", "probability": 1.8381556862938203e-05 }, { "score": 0.9421215057373047, "text": "Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers.", "probability": 1.3805995416586256e-05 }, { "score": 0.7630554437637329, "text": "Distributor acknowledges and agrees that: (a) Distributor has no expectation and has received no assurances that its business relationship with Airspan will continue beyond the states term of this agreement or its earlier termination in accordance with this section, that any investment by Distributor in the promotion of Airspan's Products will be recovered or recouped, or that Distributor shall obtain any anticipated amount of profits by virtue of this Agreement; and (b) Distributor shall not have or acquire by virtue of this Agreement or otherwise any vested, proprietary, or other right in the promotion of Airspan's Products or in any goodwill created by its efforts hereunder.", "probability": 1.1542511668568022e-05 }, { "score": 0.6608476638793945, "text": "Distribut", "probability": 1.0421063624837946e-05 }, { "score": 0.6055700778961182, "text": "In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect. No contribution in any way related to Airspan shall be made to candidates for public office or to political parties or other political organizations, regardless of whether such contributions are permitted by the laws of the Territory.", "probability": 9.860644390182531e-06 }, { "score": 0.535552978515625, "text": "Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement. When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed.", "probability": 9.193846679269789e-06 }, { "score": 0.44951462745666504, "text": "If Distributor has any Airspan owned Equipment in its possession:\n\na. Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan;", "probability": 8.435897143827902e-06 }, { "score": 0.41916346549987793, "text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n\n10.13 The obligations of this Section 10 shall survive the expiration or termination of this Agreement.\n\n11. SOFTWARE LICENSE.\n\n11.1 Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "probability": 8.18370439440882e-06 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Document Name": [ { "score": 12.208990097045898, "text": "TRANSPORTATION CONTRACT", "probability": 0.213115012394783 }, { "score": 12.068309783935547, "text": "TRANSPORTATION CONTRACT", "probability": 0.18514729012850173 }, { "score": 11.722564697265625, "text": "Transportation Agreement", "probability": 0.13102741609804255 }, { "score": 11.614179611206055, "text": "Transportation Agreement or Transportation Contract", "probability": 0.11756854185375107 }, { "text": "", "score": 11.198963165283203, "probability": 0.07761844191619259 }, { "score": 10.760845184326172, "text": "ECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES", "probability": 0.050083272572720126 }, { "score": 10.659006118774414, "text": "GUIDELINES FOR RECEIVABLES SERVICES", "probability": 0.045233954293183644 }, { "score": 10.444476127624512, "text": "Transportation Contract", "probability": 0.036500210031316385 }, { "score": 9.973566055297852, "text": "ECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES", "probability": 0.02279196228684415 }, { "score": 9.923975944519043, "text": "INSURANCE ONLY", "probability": 0.0216892735470496 }, { "score": 9.76725959777832, "text": "SYSTEM MEASUREMENT", "probability": 0.018543169217942853 }, { "score": 9.713053703308105, "text": "SYSTEM MEASUREMENT\n\n 3.3 CVC PROCEDURES", "probability": 0.017564777010584617 }, { "score": 9.646056175231934, "text": "GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008", "probability": 0.016426535777944284 }, { "score": 9.324666976928711, "text": "GUIDELINES FOR RECEIVABLES SERVICES", "probability": 0.011911554127616714 }, { "score": 8.745440483093262, "text": "Performance Insurance Policy", "probability": 0.006674420408461238 }, { "score": 8.671751022338867, "text": "ECOPETROL MANAGEMENT GUIDELINES", "probability": 0.006200270434508408 }, { "score": 8.635443687438965, "text": "GUIDELINES FOR RECEIVABLES SERVICES", "probability": 0.005979192794589417 }, { "score": 8.607500076293945, "text": "Shipment Contract", "probability": 0.005814425375866001 }, { "score": 8.489522933959961, "text": "ECOPETROL MANAGEMENT GUIDELINES", "probability": 0.005167374992536239 }, { "score": 8.445111274719238, "text": "ECOPETROL MANAGEMENT", "probability": 0.004942904737565553 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Parties": [ { "text": "", "score": 11.775888442993164, "probability": 0.1704519497383469 }, { "score": 11.541385650634766, "text": "ECOPETROL S A, hereinafter ECOPETROL, a company of mixed economy, authorized by law 1118 of 2006, attached to the Ministry of Mines and Energy, acting pursuant to its by-laws with its main domicile in Bogot\u00e1 D C with Tax ID 899.999.068- 1, represented by whoever subscribes the Specific Conditions of the Contract and the SENDER, identified as indicated in the Specific Conditions, who is obliged subject to the conditions and terms set forth herein. ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties\".", "probability": 0.13482136027389952 }, { "score": 11.463722229003906, "text": "ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties\".", "probability": 0.12474694224875883 }, { "score": 11.250096321105957, "text": "ECOPETROL S A", "probability": 0.10075192581178563 }, { "score": 10.650237083435059, "text": "ECOPETROL", "probability": 0.05530161308040202 }, { "score": 10.565383911132812, "text": "Beneficiary: Ecopetrol S A", "probability": 0.05080266965300583 }, { "score": 10.495429039001465, "text": "Ecopetrol S A", "probability": 0.04737023288859933 }, { "score": 10.447961807250977, "text": "Ecopetrol S A", "probability": 0.045174230453502065 }, { "score": 10.393355369567871, "text": "ECOPETROL S A, hereinafter ECOPETROL, a company of mixed economy, authorized by law 1118 of 2006, attached to the Ministry of Mines and Energy, acting pursuant to its by-laws with its main domicile in Bogot\u00e1 D C with Tax ID 899.999.068- 1, represented by whoever subscribes the Specific Conditions of the Contract and the SENDER", "probability": 0.04277356894717212 }, { "score": 10.277962684631348, "text": "Beneficiary", "probability": 0.038111942289091996 }, { "score": 10.148467063903809, "text": "ECOPETROL S A, hereinafter ECOPETROL", "probability": 0.03348280616270105 }, { "score": 9.799927711486816, "text": "ECOPETROL, a company of mixed economy, authorized by law 1118 of 2006, attached to the Ministry of Mines and Energy, acting pursuant to its by-laws with its main domicile in Bogot\u00e1 D C with Tax ID 899.999.068- 1, represented by whoever subscribes the Specific Conditions of the Contract and the SENDER, identified as indicated in the Specific Conditions, who is obliged subject to the conditions and terms set forth herein. 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ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties\".", "probability": 0.011860506546820996 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Agreement Date": [ { "score": 15.496935844421387, "text": "January 30, 2012", "probability": 0.9195359079277832 }, { "score": 12.38165283203125, "text": "10/09/2010", "probability": 0.04079608343130954 }, { "score": 11.736700057983398, "text": "10/09/2010", "probability": 0.02140518769756393 }, { "text": "", "score": 11.375347137451172, "probability": 0.014913702002913495 }, { "score": 8.705467224121094, "text": "Bogota D.C. 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"January 30", "probability": 5.370611960277026e-05 }, { "score": 5.29234504699707, "text": "January 30, 2012\n", "probability": 3.4022891464025856e-05 }, { "score": 5.268649101257324, "text": "TERM OF EXECUTION From January 30, 2012 until July 29, 2012", "probability": 3.322616376190946e-05 }, { "score": 5.2290849685668945, "text": "10/09", "probability": 3.193726462230917e-05 }, { "score": 5.072868347167969, "text": "TERM OF EXECUTION From January 30, 2012", "probability": 2.7318301893155807e-05 }, { "score": 5.055617332458496, "text": "August 2012", "probability": 2.6851075120393437e-05 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Effective Date": [ { "score": 14.900146484375, "text": "January 30, 2012", "probability": 0.5601381192635123 }, { "score": 13.460811614990234, "text": "The Contract shall be in force during the period indicated in the Specific Conditions.", "probability": 0.13280056950513114 }, { "score": 13.305252075195312, "text": "This Letter of Credit shall be valid from [______] of 20 [ ] until the date of occurrence [ ][ ] calendar days after [ ] of [ ].", "probability": 0.11366880328647638 }, { "score": 12.308475494384766, "text": "This Letter of Credit shall be valid from [______] of 20 [ ] until the date of occurrence [ ][ ] calendar days after [ ] of [ ].", "probability": 0.041951425147791245 }, { "score": 12.072854995727539, "text": "10/09/2010", "probability": 0.03314500101156356 }, { "text": "", "score": 11.708322525024414, "probability": 0.0230199086617897 }, { "score": 11.323841094970703, "text": "The meters calibration factor shall be effective only after the date of the last calibration and the parties participating in the calibration shall issue a certificate; otherwise this shall be documented in a letter from the Transporter to the Senders.", "probability": 0.015672036434521402 }, { "score": 11.304656982421875, "text": "10/09/2010", "probability": 0.015374247861319924 }, { "score": 11.287644386291504, "text": "From January 30, 2012 until July 29, 2012", "probability": 0.015114904300364246 }, { "score": 10.999171257019043, "text": "Calendar Month: means the period of time starting at 00:01 hours of the first day of the Gregorian month and ends at 24:00 hours of the last day of the same Gregorian month.", "probability": 0.011327214210157739 }, { "score": 10.463253021240234, "text": "TERM OF EXECUTION From January 30, 2012 until July 29, 2012", "probability": 0.006627912724138219 }, { "score": 10.222888946533203, "text": "July 29, 2012", "probability": 0.005211802978426978 }, { "score": 10.217008590698242, "text": "This Letter of Credit shall be valid from [______] of 20 [ ]", "probability": 0.005181245654393825 }, { "score": 10.15089225769043, "text": "Place and date of issuance: [_____________]", "probability": 0.004849759752597632 }, { "score": 9.767929077148438, "text": "From at 00:00 hours", "probability": 0.0033067505082791738 }, { "score": 9.710040092468262, "text": "January 30, 2012 until July 29, 2012", "probability": 0.003120761376416501 }, { "score": 9.525382995605469, "text": "In witness whereof, and accepting the General Conditions and the Specific Conditions this Contract is subscribed in two (2) duplicates of the same content in the city of Bogot\u00e1 on the thirtieth (30th) day of the month of January, 2012.", "probability": 0.0025945676816972367 }, { "score": 9.470385551452637, "text": "From January 30, 2012", "probability": 0.0024557260525389923 }, { "score": 9.46649169921875, "text": "In witness whereof, and accepting the General Conditions and the Specific Conditions this Contract is subscribed in two (2) duplicates of the same content in the city of Bogot\u00e1 on the thirtieth (30th) day of the month of January, 2012", "probability": 0.002446182410986944 }, { "score": 9.261634826660156, "text": "[______] of 20 [ ] until the date of occurrence [ ][ ] calendar days after [ ] of [ ].", "probability": 0.0019930611778968582 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Expiration Date": [ { "score": 14.008975982666016, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed.", "probability": 0.6829004225508404 }, { "text": "", "score": 11.866392135620117, "probability": 0.08013920681606525 }, { "score": 11.62830924987793, "text": "The Contract shall be in force during the period indicated in the Specific Conditions.", "probability": 0.06316070313582188 }, { "score": 11.618234634399414, "text": "From January 30, 2012 until July 29, 2012", "probability": 0.06252757793988808 }, { "score": 11.263850212097168, "text": "TERM OF EXECUTION From January 30, 2012 until July 29, 2012", "probability": 0.04386967400233531 }, { "score": 10.799310684204102, "text": "In the event of termination in advance of the Contract, the SENDER shall have a sixty (60) day term following the issuance of the corresponding invoice by ECOPETROL to pay the amount of any overdue fees.", "probability": 0.027568774023234308 }, { "score": 10.250032424926758, "text": "The Contract shall be in force during the period indicated in the Specific Conditions. 3.2 The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available Capacity in the Pipeline during the month of Operation in which the Service is to be provided.", "probability": 0.01591728295169169 }, { "score": 8.802085876464844, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed", "probability": 0.0037413965414233056 }, { "score": 8.52991771697998, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.002849919616198845 }, { "score": 8.264969825744629, "text": "The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available Capacity in the Pipeline during the month of Operation in which the Service is to be provided.", "probability": 0.0021865892239953198 }, { "score": 8.226020812988281, "text": "The Contract shall be in force during the period indicated in the Specific Conditions.", "probability": 0.0021030609633374397 }, { "score": 8.225483894348145, "text": "The Contract shall be in force during the period indicated in the Specific Conditions. 3.2 The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available Capacity in the Pipeline during the month of Operation in which the Service is to be provided", "probability": 0.002101932093787551 }, { "score": 8.217439651489258, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed. 14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.002085091467409237 }, { "score": 8.066662788391113, "text": "January 30, 2012", "probability": 0.0017932611978536987 }, { "score": 7.9436259269714355, "text": "The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor.", "probability": 0.0015856572640871596 }, { "score": 7.877411842346191, "text": "The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years.", "probability": 0.001484064955598911 }, { "score": 7.6698102951049805, "text": "Fiscal Year: means the period of time starting at 00:01 hours of January 1st of a year and ending at 24:00 hours of 31 December of the same year.", "probability": 0.0012058483777775278 }, { "score": 7.517571449279785, "text": "Upon expiration of the Term of Validity, the Parties shall subscribe the minutes of termination of the execution.", "probability": 0.0010355622555997298 }, { "score": 7.363316535949707, "text": "The Contract shall be in force during the period indicated in the Specific Conditions. 3.2 The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available Capacity in the Pipeline during the month of Operation in which the Service is to be provided.", "probability": 0.000887532275094636 }, { "score": 7.327658653259277, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.0008564423479598072 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Renewal Term": [ { "score": 14.39054012298584, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.6376800626059497 }, { "score": 13.339700698852539, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.22296108826826655 }, { "score": 11.753824234008789, "text": "Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.04565535014104268 }, { "text": "", "score": 11.668265342712402, "probability": 0.041911569394887147 }, { "score": 11.037422180175781, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs", "probability": 0.02230294528905674 }, { "score": 9.991805076599121, "text": "The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available Capacity in the Pipeline during the month of Operation in which the Service is to be provided.", "probability": 0.007838924484956775 }, { "score": 9.693292617797852, "text": "The term may be extended by request from ECOPETROL or the contractor, if so stated.", "probability": 0.005815862993393049 }, { "score": 9.318056106567383, "text": "The term may be extended by request from ECOPETROL or the contractor, if so stated.", "probability": 0.0039962350160366936 }, { "score": 8.737549781799316, "text": "The Bond shall be valid during all the term of execution of the Contract plus one hundred twenty (120) calendar days.", "probability": 0.0022363528503427134 }, { "score": 8.472535133361816, "text": "The term may be extended by request from ECOPETROL or the contractor, if so stated", "probability": 0.0017157180802552506 }, { "score": 8.40070629119873, "text": "Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs", "probability": 0.0015968019639617057 }, { "score": 8.390419006347656, "text": "The term may be extended by request from ECOPETROL or the contractor, if so stated", "probability": 0.001580459411677972 }, { "score": 7.959257125854492, "text": "The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor.", "probability": 0.0010269093817436396 }, { "score": 7.827570915222168, "text": "When a client has reached the maximum debt approved, within the term of the validity of the lines of credit and temporality requires7 from additional services not exceeding beyond 100% the amount of the line of credit, the respective manager and/or director may approve at his sole discretion this higher debt, provided however, that the same are covered with an extension of acceptable guarantees originally issued to have access to the credit facility.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n7 For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.0009002052199661534 }, { "score": 7.462390899658203, "text": "The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available Capacity in the Pipeline during the month of Operation in which the Service is to be provided", "probability": 0.0006248069637012073 }, { "score": 7.438783645629883, "text": "The term may be extended by request from ECOPETROL or the contractor, if so stated. If the insurance company accepts the extension, it will issue the certificates and annexes recording said amendment subject to the payment of the corresponding premium.", "probability": 0.000610229728228655 }, { "score": 7.365148067474365, "text": "7 For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.0005669096319609903 }, { "score": 7.170422077178955, "text": "The term may be extended by request from ECOPETROL or the contractor, if so stated. If the insurance company accepts the extension, it will issue the certificates and annexes recording said amendment subject to the payment of the corresponding premium.", "probability": 0.00046660072877623897 }, { "score": 6.776731014251709, "text": "When a client has reached the maximum debt approved, within the term of the validity of the lines of credit and temporality requires7 from additional services not exceeding beyond 100% the amount of the line of credit, the respective manager and/or director may approve at his sole discretion this higher debt, provided however, that the same are covered with an extension of acceptable guarantees originally issued to have access to the credit facility.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n7 For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.0003147513174269364 }, { "score": 6.314308166503906, "text": "7 For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.00019821652836944255 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Notice Period To Terminate Renewal": [ { "score": 13.869738578796387, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.6413990738495053 }, { "score": 12.590269088745117, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.17842749946593903 }, { "text": "", "score": 11.862625122070312, "probability": 0.08618864035667612 }, { "score": 11.220742225646973, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 0.04536112633624123 }, { "score": 10.729669570922852, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs", "probability": 0.027759630788746985 }, { "score": 9.192789077758789, "text": "Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.005969733832674064 }, { "score": 8.770484924316406, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 0.003913367235057388 }, { "score": 8.510198593139648, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.003016544158115873 }, { "score": 7.9927544593811035, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed. 14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.0017979870325863115 }, { "score": 7.920737266540527, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed.", "probability": 0.0016730537192963272 }, { "score": 7.341170310974121, "text": "The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor.", "probability": 0.0009371457825171574 }, { "score": 6.969189643859863, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is:", "probability": 0.0006460379106982665 }, { "score": 6.840142250061035, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed. 14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply. b) The dissolution of the SENDER as a legal person. c) The unauthorized assignment of the Contract by the SENDER. d) Due to changes in regulations making more costly the fulfillment of obligations undertaken by ECOPETROL. e) As a consequence of any of the following causes: (i) fraud of the SENDER; or (ii) the SENDER incurs in acts or conducts that may endanger the operational and/or technical stability of the Pipelines. f) The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 0.0005678235923044102 }, { "score": 6.830499172210693, "text": "7 For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.0005623743412014768 }, { "score": 6.7133097648620605, "text": "notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 0.0005001851392341407 }, { "score": 6.431509017944336, "text": "The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available Capacity in the Pipeline during the month of Operation in which the Service is to be provided.", "probability": 0.00037735166891169285 }, { "score": 6.171578407287598, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply. b) The dissolution of the SENDER as a legal person. c) The unauthorized assignment of the Contract by the SENDER. d) Due to changes in regulations making more costly the fulfillment of obligations undertaken by ECOPETROL. e) As a consequence of any of the following causes: (i) fraud of the SENDER; or (ii) the SENDER incurs in acts or conducts that may endanger the operational and/or technical stability of the Pipelines. f) The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 0.0002909777927774321 }, { "score": 6.052720546722412, "text": "Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs", "probability": 0.00025836907610087744 }, { "score": 5.779675483703613, "text": "f) The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 0.00019663397924637286 }, { "score": 5.551029205322266, "text": "7 For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.00015644394216984183 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Governing Law": [ { "score": 15.404520988464355, "text": "This Manual is governed in all its parts by the applicable regulations of the Republic of Colombia.", "probability": 0.709862934639289 }, { "score": 13.580240249633789, "text": "The time bar for the actions derived from the contract hereof shall be governed pursuant to article 1081 of the code of commerce as added or amended or any other special applicable law to the case.", "probability": 0.11452477358334351 }, { "score": 12.738523483276367, "text": "The relation established in the Contract hereof is of commercial nature and therefore is governed by the regulations of Colombian private law.", "probability": 0.04935674317718613 }, { "score": 12.606779098510742, "text": "The relation established in the Contract hereof is of commercial nature and therefore is governed by the regulations of Colombian private law.", "probability": 0.04326439505494549 }, { "text": "", "score": 12.269201278686523, "probability": 0.0308689922129182 }, { "score": 12.170846939086914, "text": "The time bar for the actions derived from the contract hereof shall be governed pursuant to article 1081 of the code of commerce as added or amended or any other special applicable law to the case.", "probability": 0.02797742268449665 }, { "score": 11.5545654296875, "text": "This document shall be governed by the International Standby Practices (ISP98) from the International Chamber of Commerce.", "probability": 0.015106367487027938 }, { "score": 10.911989212036133, "text": "This Manual is governed in all its parts by the applicable regulations of the Republic of Colombia", "probability": 0.007944978748568657 }, { "score": 7.543584823608398, "text": "30.1 This Manual is governed in all its parts by the applicable regulations of the Republic of Colombia.", "probability": 0.00027366124673473407 }, { "score": 7.417819976806641, "text": "The time bar for the actions derived from the contract hereof shall be governed pursuant to article 1081 of the code of commerce as added or amended or any other special applicable law to the case.\n\n In case of any incongruity or differences between the general and particular conditions of the policy, the latter shall prevail.\n\n In case of any disputes or conflicts in connection with the interpretation, execution and enforcement of the policy hereof, the parties shall make their best effort to use the alternative settlement mechanisms as stated in Law 80 of 1993.\n\n Without prejudice of any proceedings stipulations, for all purposes regarding the contract hereof, the parties establish as a domicile the city of Bogota D C.", "probability": 0.00024132055874015885 }, { "score": 7.1307692527771, "text": "The relation established in the Contract hereof is of commercial nature and therefore is governed by the regulations of Colombian private law", "probability": 0.00018110472314968818 }, { "score": 6.150002479553223, "text": ".", "probability": 6.791851458295045e-05 }, { "score": 6.082630157470703, "text": "This", "probability": 6.349342451446161e-05 }, { "score": 5.995190620422363, "text": "The time bar for the actions derived from the contract hereof shall be governed pursuant to article 1081 of the code of commerce as added or amended or any other special applicable law to the case.\n\n In case of any incongruity or differences between the general and particular conditions of the policy, the latter shall prevail.\n\n In case of any disputes or conflicts in connection with the interpretation, execution and enforcement of the policy hereof, the parties shall make their best effort to use the alternative settlement mechanisms as stated in Law 80 of 1993.\n\n Without prejudice of any proceedings stipulations, for all purposes regarding the contract hereof, the parties establish as a domicile the city of Bogota D C", "probability": 5.817739123634484e-05 }, { "score": 5.808737754821777, "text": "The time bar for the actions derived from the contract hereof shall be governed pursuant to article 1081 of the code of commerce as added or amended or any other special applicable law to the case", "probability": 4.828128188506731e-05 }, { "score": 5.743547439575195, "text": "Manual is governed in all its parts by the applicable regulations of the Republic of Colombia.", "probability": 4.5234208765813116e-05 }, { "score": 5.516175746917725, "text": "Colombian private law.", "probability": 3.603468471870092e-05 }, { "score": 5.363903999328613, "text": "Colombian private law.", "probability": 3.094496151218331e-05 }, { "score": 5.206707000732422, "text": "The time bar for the actions derived from the contract hereof shall be governed pursuant to article 1081 of the code of commerce as added or amended or any other special applicable law to the case.\n\n In case of any incongruity or differences between the general and particular conditions of the policy, the latter shall prevail.\n\n In case of any disputes or conflicts in connection with the interpretation, execution and enforcement of the policy hereof, the parties shall make their best effort to use the alternative settlement mechanisms as stated in Law 80 of 1993.\n\n Without prejudice of any proceedings stipulations, for all purposes regarding the contract hereof, the parties establish as a domicile the city of Bogota", "probability": 2.6443574344245297e-05 }, { "score": 4.965580940246582, "text": "The relation established in the Contract hereof is of commercial nature and therefore is governed by the regulations of Colombian private law", "probability": 2.077784204024072e-05 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Most Favored Nation": [ { "score": 13.389469146728516, "text": "The preferred right shall be up to 20% of the design Capacity.", "probability": 0.2823214967839844 }, { "score": 13.087210655212402, "text": "The Senders who have delivered to the Transporter Hydrocarbons with a better quality than the mixed Hydrocarbon withdrawn at the Point of Exit of the Pipeline shall be entitled to compensation in volume, equivalent to the volumes that Senders who have delivered Hydrocarbons of lower quality than the ones withdrawn at the Point of Exit will have to assume.", "probability": 0.2086770808816929 }, { "score": 12.415616989135742, "text": "If the nomination of royalties is higher than the preferred right, the nomination shall be adjusted to that value.", "probability": 0.10661181318779592 }, { "text": "", "score": 12.082616806030273, "probability": 0.07641615604569023 }, { "score": 11.706254959106445, "text": "This preference is limited to Crude Oil coming from royalties corresponding to production served through the Pipeline. The preferred right shall be up to 20% of the design Capacity.", "probability": 0.05244852925008602 }, { "score": 11.59481143951416, "text": "The Sender withdrawing a Crude with higher quality than the Crude delivered shall compensate others Senders of better quality accepting a lower volume.", "probability": 0.04691740774545011 }, { "score": 11.20531177520752, "text": "The Sender withdrawing a Crude o lower quality than the Crude delivered shall be compensated with a higher volume. The Sender withdrawing a Crude with higher quality than the Crude delivered shall compensate others Senders of better quality accepting a lower volume.", "probability": 0.03178165096468272 }, { "score": 10.98534107208252, "text": "The Senders who have delivered to the Transporter Hydrocarbons with a better quality than the mixed Hydrocarbon withdrawn at the Point of Exit of the Pipeline shall be entitled to compensation in volume, equivalent to the volumes that Senders who have delivered Hydrocarbons of lower quality than the ones withdrawn at the Point of Exit will have to assume", "probability": 0.025506119568091012 }, { "score": 10.836265563964844, "text": "The Sender withdrawing a Crude o lower quality than the Crude delivered shall be compensated with a higher volume.", "probability": 0.021973625611036145 }, { "score": 10.833662033081055, "text": "The preferred right shall be up to 20% of the design Capacity", "probability": 0.021916491006256335 }, { "score": 10.736827850341797, "text": "The Transporter shall apply the mechanism of Volumetric Compensation for Quality defined by the same for the Pipeline which shall have the following main characteristics: 14.4.1 The Senders who have delivered to the Transporter Hydrocarbons with a better quality than the mixed Hydrocarbon withdrawn at the Point of Exit of the Pipeline shall be entitled to compensation in volume, equivalent to the volumes that Senders who have delivered Hydrocarbons of lower quality than the ones withdrawn at the Point of Exit will have to assume.", "probability": 0.019893741498337243 }, { "score": 10.718141555786133, "text": "If the nomination of royalties is higher than the preferred right, the nomination shall be adjusted to that value.", "probability": 0.01952545287617191 }, { "score": 10.698320388793945, "text": "The Sender withdrawing a Crude with higher quality than the Crude delivered shall compensate others Senders of better quality accepting a lower volume.", "probability": 0.019142245964281178 }, { "score": 10.531250953674316, "text": "If the nomination of royalties is higher than the preferred right, the nomination shall be adjusted to that value. Royalty Crude Oils are considered those directly nominated by the ANH in its Capacity as Sender or whoever is designated, except when these are sold to another Sender or to a Third Party. If the owners buy Crude from royalties, the Transporter shall account for them within the preferred right without affecting the Capacity of the owner.", "probability": 0.01619703641288886 }, { "score": 10.233270645141602, "text": "If the owners buy Crude from royalties, the Transporter shall account for them within the preferred right without affecting the Capacity of the owner.", "probability": 0.012023318583684408 }, { "score": 10.181180000305176, "text": "If by any reason, the delivery is less than 95% or more than 105% of its scheduled Capacity, the Sender shall Pay: 22.2.2.1.1 The Transportation fee for volumes delivered", "probability": 0.011413048825907235 }, { "score": 9.738988876342773, "text": "If by any reason the delivery is less than 95% or more than 105% of their Scheduled Capacity, the Sender shall Pay: 22.2.1.1.1 The Transportation fee for volumes delivered when they are higher than the Contracted Capacity in firm.", "probability": 0.007334331071907909 }, { "score": 9.685511589050293, "text": "The Sender withdrawing a Crude with higher quality than the Crude delivered shall compensate others Senders of better quality accepting a lower volume. At any rate, the sum of debits and credits by CVC for all Senders shall be cero.\n\n\n\n 1. LOSSES\n\n 2. CRUDE OIL CONSUMPTION\n\n 3. VOLUMETRIC COMPENSATION FOR QUALITY - CVC\n\n 3.1 When Crude Oils are delivered to the Pipeline of different quality and from different Senders, the result shall be a Crude Oil with different characteristics of quality and market value than the Crude Oil delivered to the Pipeline by each of the Senders. Due to different qualities of Crude Oil delivered to the Pipeline, some Senders shall withdraw Crude of higher value than the Oil delivered while others shall withdraw Crude Oil with less value than the Oil delivered to the Pipeline.", "probability": 0.0069524139027005785 }, { "score": 9.632129669189453, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.006591012664432767 }, { "score": 9.595983505249023, "text": "In the event that Non-identifiable losses exceed cero Point five percent (0.5%) of the deliveries, calculated each semester, the Transporter shall inquire on the possible causes in order to take the corrective actions immediately.", "probability": 0.006357027154922277 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Compete": [ { "score": 13.194673538208008, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.3527750653032981 }, { "score": 12.725147247314453, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.2205896866051818 }, { "score": 12.562250137329102, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.18743033771302328 }, { "text": "", "score": 12.017049789428711, "probability": 0.10865816965448245 }, { "score": 11.640965461730957, "text": "4.1.9 Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.07459866179022052 }, { "score": 10.762626647949219, "text": "4.2.9 Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.03099369370123327 }, { "score": 9.557001113891602, "text": "4.2.9 Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.00928275354261801 }, { "score": 8.895613670349121, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.004791151490447424 }, { "score": 8.583895683288574, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded", "probability": 0.003508023558500746 }, { "score": 8.093557357788086, "text": "Sender without Contracted Capacity in firm:", "probability": 0.002148380848362379 }, { "score": 7.423351764678955, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded", "probability": 0.0010991189139538738 }, { "score": 7.048120975494385, "text": "Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.", "probability": 0.0007552383247248336 }, { "score": 6.849477767944336, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded", "probability": 0.000619176366515783 }, { "score": 6.798267364501953, "text": "Conduct its Transportation activity separately from other activities and giving an objective treatment to all agents in connection with the Pipeline. 4.2.9 Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.000588266308119378 }, { "score": 6.373697280883789, "text": "By agreement between the totality of Senders and the Transporter, it may be decided not to implement the Volumetric Compensation for Quality (CVC) for Crude Oils transported through the system.", "probability": 0.00038475611526352256 }, { "score": 6.349325656890869, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009", "probability": 0.0003754923291832801 }, { "score": 6.305713653564453, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.00035946831586959203 }, { "score": 6.303744792938232, "text": "Sender without Contracted Capacity in firm: 22.2.2.1 If by any reason, the delivery is less than 95% or more than 105% of its scheduled Capacity, the Sender shall Pay: 22.2.2.1.1 The Transportation fee for volumes delivered", "probability": 0.00035876126912275325 }, { "score": 6.294342994689941, "text": "Sender without Contracted Capacity in firm: 22.2.2.1 If by any reason, the delivery is less than 95% or more than 105% of its scheduled Capacity, the Sender shall Pay:", "probability": 0.00035540407461345346 }, { "score": 6.215301036834717, "text": "Deliver and withdraw the Crude Oil within the limits of quality, volume, opportunity and all other conditions set out in this Manual.\n\n\n\n 10\n\n\n\n\n\n Operation and Transport Regulations Version 1 4.1.8 Accountable for the consequences derived for its failure to comply with the obligations agreed in the Transportation contract. 4.1.9 Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.00032839377526574587 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Exclusivity": [ { "text": "", "score": 12.198638916015625, "probability": 0.5384037278863731 }, { "score": 11.508161544799805, "text": "Store the Crude from its reception in the Point of Entrance until delivered to the SENDER in the Point of Exit, exclusively to facilitate its shipment under the Contract hereof, not including the storage for export or the segregate storage of Crude.", "probability": 0.2699215418689419 }, { "score": 10.376269340515137, "text": "d) Store the Crude from its reception in the Point of Entrance until delivered to the SENDER in the Point of Exit, exclusively to facilitate its shipment under the Contract hereof, not including the storage for export or the segregate storage of Crude.", "probability": 0.08702880247661406 }, { "score": 9.379743576049805, "text": "Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.", "probability": 0.03212753216447664 }, { "score": 9.285041809082031, "text": "Information of exclusive access for Senders and Third parties: 15.3.1 This valid Manual.", "probability": 0.029224622649928422 }, { "score": 8.630078315734863, "text": "Information of exclusive access for Senders and Third parties:", "probability": 0.015181052466902975 }, { "score": 7.552483558654785, "text": "Information of exclusive access for Senders and Third parties: 15.3.1 This valid Manual.", "probability": 0.005167832448271194 }, { "score": 7.263009071350098, "text": "Information of exclusive access for Senders and Third parties", "probability": 0.003868933383866512 }, { "score": 7.139095783233643, "text": "Store the Crude from its reception in the Point of Entrance until delivered to the SENDER in the Point of Exit, exclusively to facilitate its shipment under the Contract hereof, not including the storage for export or the segregate storage of Crude. e) Deliver the Crudes shipped to the SENDER or whoever is designated as receiver of the same in the Point of Exit, in accordance with the instructions received by the SENDER and with the conditions of the Manual of the Shipper.", "probability": 0.003418034128353609 }, { "score": 7.003500461578369, "text": "Store the Crude from its reception in the Point of Entrance until delivered to the SENDER in the Point of Exit, exclusively to facilitate its shipment under the Contract hereof, not including the storage for export or the segregate storage of Crude. e) Deliver the Crudes shipped to the SENDER or whoever is designated as receiver of the same in the Point of Exit, in accordance with the instructions received by the SENDER and with the conditions of the Manual of the Shipper. f) ECOPETROL shall not be obliged to receive Crude:", "probability": 0.0029846134706133886 }, { "score": 6.5265984535217285, "text": "Information of exclusive access for Senders and Third parties:", "probability": 0.0018525595803839906 }, { "score": 6.491711616516113, "text": "The Transporter shall provide to Senders and any Third parties interested in transporting Hydrocarbons through the Pipeline as requested, within the following ten (10) calendar days after the request and with previous verification from the Transporter of their Capacity as Sender or Third Party an access password to the information of exclusive character referred to in numeral 15.3 of this clause.", "probability": 0.0017890440068808362 }, { "score": 6.427741050720215, "text": "Store the Crude from its reception in the Point of Entrance until delivered to the SENDER in the Point of Exit, exclusively to facilitate its shipment under the Contract hereof, not including the storage for export or the segregate storage of Crude", "probability": 0.0016781816180480203 }, { "score": 6.294900894165039, "text": "The Transporter shall provide to Senders and any Third parties interested in transporting Hydrocarbons through the Pipeline as requested, within the following ten (10) calendar days after the request and with previous verification from the Transporter of their Capacity as Sender or Third Party an access password to the information of exclusive character referred to in numeral 15.3 of this clause. The access with a password shall be active while the requestor maintains its Capacity as Sender or Third Party.\n\n\n\n 27\n\n\n\n\n\n Operation and Transport Regulations Version 1 15.6 The Transporter shall communicate any updates, amendments or additions of relevant information in the BTO by means of electronic mail or direct communication to the Office of Hydrocarbons of the Ministry of Mines and Energy and to all those with active access to the information of exclusive character pursuant to the previous numeral.", "probability": 0.0014694242838882603 }, { "score": 6.155840873718262, "text": "15.3 Information of exclusive access for Senders and Third parties: 15.3.1 This valid Manual.", "probability": 0.0012786574496421578 }, { "score": 6.007203578948975, "text": "d) Store the Crude from its reception in the Point of Entrance until delivered to the SENDER in the Point of Exit, exclusively to facilitate its shipment under the Contract hereof, not including the storage for export or the segregate storage of Crude. e) Deliver the Crudes shipped to the SENDER or whoever is designated as receiver of the same in the Point of Exit, in accordance with the instructions received by the SENDER and with the conditions of the Manual of the Shipper.", "probability": 0.001102051414478229 }, { "score": 5.88216495513916, "text": "Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal", "probability": 0.0009725193966363818 }, { "score": 5.871608257293701, "text": "d) Store the Crude from its reception in the Point of Entrance until delivered to the SENDER in the Point of Exit, exclusively to facilitate its shipment under the Contract hereof, not including the storage for export or the segregate storage of Crude. e) Deliver the Crudes shipped to the SENDER or whoever is designated as receiver of the same in the Point of Exit, in accordance with the instructions received by the SENDER and with the conditions of the Manual of the Shipper. f) ECOPETROL shall not be obliged to receive Crude:", "probability": 0.0009623068036902821 }, { "score": 5.809491157531738, "text": "The Transporter shall communicate any updates, amendments or additions of relevant information in the BTO by means of electronic mail or direct communication to the Office of Hydrocarbons of the Ministry of Mines and Energy and to all those with active access to the information of exclusive character pursuant to the previous numeral.", "probability": 0.0009043497912852131 }, { "score": 5.500877380371094, "text": "15.3 Information of exclusive access for Senders and Third parties:", "probability": 0.0006642127107246497 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__No-Solicit Of Customers": [ { "text": "", "score": 12.134464263916016, "probability": 0.6920304634663047 }, { "score": 10.388696670532227, "text": "ECOPETROL shall not make any sales on credit to clients not providing acceptable guarantees except for those clients with internal rating Superior (clients of confidence) or who have been considered in numeral 3.4.2 of this guideline.", "probability": 0.12076691718314474 }, { "score": 9.999123573303223, "text": "ECOPETROL shall not make any sales on credit to clients not providing acceptable guarantees except for those clients with internal rating Superior (clients of confidence) or who have been considered in numeral 3.4.2 of this guideline.", "probability": 0.08180098510512067 }, { "score": 9.285778045654297, "text": "Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract.", "probability": 0.04008265747067513 }, { "score": 8.325355529785156, "text": "Considering the risks ECOPETROL is exposed to, ECOPETROL shall only negotiate with natural or legal persons of whom ECOPETROL has knowledge about their history in the market and their condition as users of services, consumers or traders of products in the oil sector.", "probability": 0.0153408812612019 }, { "score": 8.300751686096191, "text": "Considering the risks ECOPETROL is exposed to, ECOPETROL shall only negotiate with natural or legal persons of whom ECOPETROL has knowledge about their history in the market and their condition as users of services, consumers or traders of products in the oil sector.", "probability": 0.014968042063241266 }, { "score": 8.246553421020508, "text": "b) Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract.", "probability": 0.014178392263481093 }, { "score": 7.75604772567749, "text": "Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.", "probability": 0.008681665939414725 }, { "score": 7.115078926086426, "text": "In any case, it is understood that clients of confidence shall only be limited to a number of recognized companies.", "probability": 0.004573343877346804 }, { "score": 7.024984359741211, "text": "Sender without Contracted Capacity in firm:", "probability": 0.004179326348170257 }, { "score": 5.24086856842041, "text": "Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract", "probability": 0.0007018990290968097 }, { "score": 4.945016384124756, "text": "If the new infrastructure modifies the Effective Capacity, the Senders or Third parties participating in the Proposal may enter into a Ship or Pay Transportation Contract to contract a portion of the new Capacity. In the case of the Capacity corresponding to the Transporter or Owner given the scope of the Proposal, this shall be considered as Owner's Capacity. 24.1.5 No one may carry out any constructions, connections or adaptations in the Pipeline without the previous written agreement duly signed by the Transporter's representative. CLAUSE 25 SOLE RISK PROPOSALS 25.1 Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.", "probability": 0.0005221408484950926 }, { "score": 4.877408504486084, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.00048800687630903275 }, { "score": 4.5833659172058105, "text": "Sender without Contracted Capacity in firm", "probability": 0.00036368456390953275 }, { "score": 4.242395877838135, "text": "in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract.", "probability": 0.0002586088969150453 }, { "score": 4.201643943786621, "text": "b) Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract", "probability": 0.00024828193517787415 }, { "score": 4.1821393966674805, "text": "Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal", "probability": 0.00024348622954148142 }, { "score": 4.167140483856201, "text": "Based on the accepted nominations, the Transporter shall calculate the available Capacity, which shall be published in the BTO as previous requirement to any additiona nominations of Senders and of Third parties having any interest and contracting the Transportation service.", "probability": 0.00023986145262476936 }, { "score": 3.8210482597351074, "text": "Sender without Contracted Capacity in firm:", "probability": 0.00016968932273722997 }, { "score": 3.772610664367676, "text": "Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties,", "probability": 0.00016166586709170908 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Competitive Restriction Exception": [ { "score": 12.647905349731445, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.28500409705473106 }, { "score": 12.427556991577148, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.2286414823831235 }, { "text": "", "score": 11.94434642791748, "probability": 0.14102605125446646 }, { "score": 11.613335609436035, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.10128454322945941 }, { "score": 11.226360321044922, "text": "4.1.9 Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.06878313108166967 }, { "score": 10.5201997756958, "text": "This preference is limited to Crude Oil coming from royalties corresponding to production served through the Pipeline. The preferred right shall be up to 20% of the design Capacity.", "probability": 0.0339469150274742 }, { "score": 10.454168319702148, "text": "This preference is limited to Crude Oil coming from royalties corresponding to production served through the Pipeline.", "probability": 0.03177775528811305 }, { "score": 10.276545524597168, "text": "The preferred right shall be up to 20% of the design Capacity.", "probability": 0.026606185614744964 }, { "score": 10.012035369873047, "text": "4.2.9 Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.020422425288579894 }, { "score": 9.694544792175293, "text": "4.1.9 Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.014866985231257264 }, { "score": 9.2204008102417, "text": "Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.", "probability": 0.009253473701317813 }, { "score": 9.199613571166992, "text": "Conduct its Transportation activity separately from other activities and giving an objective treatment to all agents in connection with the Pipeline. 4.2.9 Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.009063105005966054 }, { "score": 8.757781028747559, "text": "The insurance company's liability in connection with each coverage is limited to the value established as insured amount in the from page or the annexes issued based on the policy, and shall not exceed in any case said amount, pursuant to the provisions in article 1079 of the code of commerce.", "probability": 0.005826283012250933 }, { "score": 8.70915699005127, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded", "probability": 0.005549762844450843 }, { "score": 8.359813690185547, "text": "Deliver and withdraw the Crude Oil within the limits of quality, volume, opportunity and all other conditions set out in this Manual.\n\n\n\n 10\n\n\n\n\n\n Operation and Transport Regulations Version 1 4.1.8 Accountable for the consequences derived for its failure to comply with the obligations agreed in the Transportation contract. 4.1.9 Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.003913420877607163 }, { "score": 8.232332229614258, "text": "ECOPETROL shall not make any sales on credit to clients not providing acceptable guarantees except for those clients with internal rating Superior (clients of confidence) or who have been considered in numeral 3.4.2 of this guideline.", "probability": 0.0034450225001027715 }, { "score": 8.045069694519043, "text": "In the event that Non-identifiable losses exceed cero Point five percent (0.5%) of the deliveries, calculated each semester, the Transporter shall inquire on the possible causes in order to take the corrective actions immediately.", "probability": 0.002856702251362212 }, { "score": 8.005163192749023, "text": "Information of exclusive access for Senders and Third parties: 15.3.1 This valid Manual.", "probability": 0.002744945989505215 }, { "score": 8.004626274108887, "text": "The Transporter reserves the right to transport Hydrocarbons delivered by Senders that exceed the limits determined by Transporter for organic chloride, sand, dust, dirtiness, glues, impurities, other objectionable substances or any other compounds with physical or chemical characteristics that, under the exclusive determination of the Transporter may cause that the Hydrocarbon would not be easily transported, may damage the Pipeline or may interfere with the Transportation and the withdrawals.", "probability": 0.0027434725724252255 }, { "score": 7.803768634796143, "text": "Except for events in which segregated Hydrocarbons are transported, the Transporter shall not have any obligation to return at the Point of Exit a Hydrocarbon of the same quality as the Hydrocarbon delivered for its Transportation at the Point of Entrance.", "probability": 0.0022442397913922706 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__No-Solicit Of Employees": [ { "text": "", "score": 12.230544090270996, "probability": 0.9911121371882414 }, { "score": 7.2185564041137695, "text": "Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract.", "probability": 0.006598484472988558 }, { "score": 5.161074161529541, "text": "b) Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract.", "probability": 0.0008431231508565488 }, { "score": 4.811400890350342, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.0005943329965742769 }, { "score": 3.874894142150879, "text": "In case ECOPETROL determines that the SENDER has incurred in conducts that violate the clause hereof, ECOPETROL may terminate the Contract.\n\n\n\n a) Maintain conducts and appropriate controls to ensure an ethical conduct and in accordance with regulations in force. b) Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract.", "probability": 0.0002329754339646179 }, { "score": 3.86154842376709, "text": "Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.", "probability": 0.00022988686486080656 }, { "score": 3.1869912147521973, "text": "Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract", "probability": 0.00011710021269789094 }, { "score": 2.5370736122131348, "text": "in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract.", "probability": 6.113670879879246e-05 }, { "score": 1.9518195390701294, "text": "Sender without Contracted Capacity in firm:", "probability": 3.405096630853696e-05 }, { "score": 1.868440866470337, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 3.132698099036308e-05 }, { "score": 1.4511698484420776, "text": "14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 2.0639541385466995e-05 }, { "score": 1.318222165107727, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination. Upon fulfillment of this procedure the SENDER shall not:", "probability": 1.807014334502941e-05 }, { "score": 1.215210199356079, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed. 14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 1.6301368666932545e-05 }, { "score": 1.1879091262817383, "text": "making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract.", "probability": 1.5862344000523686e-05 }, { "score": 1.1295087337493896, "text": "b) Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract", "probability": 1.4962508006336462e-05 }, { "score": 1.0241358280181885, "text": "Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties,", "probability": 1.3466090358821577e-05 }, { "score": 1.007274866104126, "text": "Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts, gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract. c) Refrain from originating records or inaccurate information, or publish information that affects the image of the other Party when based on assumptions that have not been demonstrated. d) Avoid any situation which may generate a conflict of interest. e) Communicate mutually and reciprocally any deviation from the line of conduct indicated in this clause.", "probability": 1.3240942560329773e-05 }, { "score": 0.9457342624664307, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is:", "probability": 1.2450653788873604e-05 }, { "score": 0.8429970741271973, "text": "induce such persons to conduct any action or make any decision or use their influence in order to contribute to obtain or retain businesses in connection with the Contract.", "probability": 1.123502292748969e-05 }, { "score": 0.6449465751647949, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply.", "probability": 9.216408678197769e-06 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Disparagement": [ { "text": "", "score": 11.89484977722168, "probability": 0.706903956123052 }, { "score": 10.521821975708008, "text": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.17908615592963473 }, { "score": 8.791759490966797, "text": "Any damage or prejudice caused to the Transporter by virtue of failing to comply with the regulations contained in this Manual by any Sender shall be the responsibility of the Sender who shall indemnify the Transporter for such damage or prejudice.", "probability": 0.031747199710223495 }, { "score": 7.679119110107422, "text": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.\n\n a) The SENDER shall be liable for any damage caused to ECOPETROL for the default of its obligations under the Contract hereof and shall be responsible for any damage derived from or as a consequence of the actions or omissions of the SENDER, its workers, subordinates, contractors and subcontractors, except in cases of (i) gross negligence or willful misconduct by ECOPETROL, or (ii) a force majeure or unforeseen circumstances.", "probability": 0.010434985411434448 }, { "score": 7.669213771820068, "text": "The SENDER shall wave and hold ECOPETROL harmless for any damage or prejudice suffered by ECOPETROL as a result of failing to receive the Crude in the Exit Point, either by lack of the services before mentioned or by failing to provide the appropriate facilities for such purpose.", "probability": 0.010332133582935086 }, { "score": 7.662956237792969, "text": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "probability": 0.010267681770482156 }, { "score": 7.477352619171143, "text": "The SENDER shall be liable for any damage caused to ECOPETROL for the default of its obligations under the Contract hereof and shall be responsible for any damage derived from or as a consequence of the actions or omissions of the SENDER, its workers, subordinates, contractors and subcontractors, except in cases of (i) gross negligence or willful misconduct by ECOPETROL, or (ii) a force majeure or unforeseen circumstances.", "probability": 0.008528364870837605 }, { "score": 7.074461936950684, "text": "Any damage or prejudice caused to the Transporter by virtue of failing to comply with the regulations contained in this Manual by any Sender shall be the responsibility of the Sender who shall indemnify the Transporter for such damage or prejudice.", "probability": 0.005700232533331473 }, { "score": 7.018115043640137, "text": "In the event of occurrence of an Excusable Event:\n\n\n\n\n\n e) Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.\n\n a) The SENDER shall be liable for any damage caused to ECOPETROL for the default of its obligations under the Contract hereof and shall be responsible for any damage derived from or as a consequence of the actions or omissions of the SENDER, its workers, subordinates, contractors and subcontractors, except in cases of (i) gross negligence or willful misconduct by ECOPETROL, or (ii) a force majeure or unforeseen circumstances.", "probability": 0.005387923585075868 }, { "score": 7.001952171325684, "text": "In the event of occurrence of an Excusable Event:\n\n\n\n\n\n e) Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "probability": 0.00530153925415307 }, { "score": 6.7799482345581055, "text": "Upon fulfillment of this procedure the SENDER shall not: (i) request any justifications or extensions to the motives explained by ECOPETROL, or (ii) request or demand any kind of compensation or damages derived from the decision to terminate the Contract.", "probability": 0.004246067527460624 }, { "score": 6.599380970001221, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.003544602423590396 }, { "score": 6.5251264572143555, "text": "In all other events, different than those in connection with the provision of the Service, ECOPETROL shall be liable to the extent in incurs in gross negligence. d) Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.003290934245266402 }, { "score": 6.491652965545654, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.0031825984886814304 }, { "score": 6.28758430480957, "text": "Upon fulfillment of this procedure the SENDER shall not:", "probability": 0.002595111121760212 }, { "score": 6.200667381286621, "text": "The Transporter shall be released from any responsibility in the Justified Events and the Transporter is not incurring in any gross negligence. 18.5 Any damage or prejudice caused to the Transporter by virtue of failing to comply with the regulations contained in this Manual by any Sender shall be the responsibility of the Sender who shall indemnify the Transporter for such damage or prejudice.", "probability": 0.002379076563030323 }, { "score": 6.056890487670898, "text": "d) Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.002060472901003896 }, { "score": 5.978403568267822, "text": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL", "probability": 0.0019049363589529532 }, { "score": 5.817069053649902, "text": "Refrain from conducting any actions that may affect the normal Operation of the Pipeline and may cause damage to the Transporter or other Senders.", "probability": 0.001621114841017214 }, { "score": 5.729310989379883, "text": "ANY EQUITY DAMAGE GENERATED BY OR FROM BREACHING ATTRIBUTABLE TO THE CONTRACTOR AND RESULTING IN AMENDMENTS TO THE ORIGINAL CONTRACT, SAVE THERE HAS BEEN ACCEPTANCE OF THE SAME BY THE INSURANCE COMPANY WITH A WRITTEN RECORD.", "probability": 0.0014849127580765828 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Termination For Convenience": [ { "score": 12.979247093200684, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 0.6732017821026383 }, { "text": "", "score": 11.820146560668945, "probability": 0.2112293641550473 }, { "score": 9.696699142456055, "text": "The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of termination of the Contract.", "probability": 0.025266948512841576 }, { "score": 9.436034202575684, "text": "notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 0.01946917058623023 }, { "score": 9.271966934204102, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.016523191682105063 }, { "score": 9.094260215759277, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is:", "probability": 0.013833016463912901 }, { "score": 8.254317283630371, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.005972199589230449 }, { "score": 8.250393867492676, "text": "f) The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 0.005948814070543373 }, { "score": 8.165589332580566, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.005465126938536541 }, { "score": 8.137527465820312, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed.", "probability": 0.005313897094357825 }, { "score": 8.069791793823242, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.0049658764626576354 }, { "score": 7.235172271728516, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.002155386996234428 }, { "score": 7.191405773162842, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply. b) The dissolution of the SENDER as a legal person. c) The unauthorized assignment of the Contract by the SENDER. d) Due to changes in regulations making more costly the fulfillment of obligations undertaken by ECOPETROL. e) As a consequence of any of the following causes: (i) fraud of the SENDER; or (ii) the SENDER incurs in acts or conducts that may endanger the operational and/or technical stability of the Pipelines. f) The procedure to be followed by ECOPETROL to terminate the Contract is:", "probability": 0.0020630877936530295 }, { "score": 7.151687145233154, "text": "Upon expiration of the Term of Validity, the Parties shall subscribe the minutes of termination of the execution. 16.2 The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of termination of the Contract.", "probability": 0.0019827507763966984 }, { "score": 6.842367172241211, "text": "Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.0014552317824144722 }, { "score": 6.615180969238281, "text": "Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.0011594885301071621 }, { "score": 6.570110321044922, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed. 14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.0011083898064932983 }, { "score": 6.562272071838379, "text": "ECOPETROL at its sole judgment may suspend any credit line at any time without any legal or formal requirement to be fulfilled before the client.", "probability": 0.0010997359308952458 }, { "score": 6.4751057624816895, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination", "probability": 0.0010079350961191432 }, { "score": 6.216951370239258, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply. b) The dissolution of the SENDER as a legal person. c) The unauthorized assignment of the Contract by the SENDER. d) Due to changes in regulations making more costly the fulfillment of obligations undertaken by ECOPETROL. e) As a consequence of any of the following causes: (i) fraud of the SENDER; or (ii) the SENDER incurs in acts or conducts that may endanger the operational and/or technical stability of the Pipelines.", "probability": 0.0007786056295854917 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.291427612304688, "probability": 0.3870064708127295 }, { "score": 11.641214370727539, "text": "Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.", "probability": 0.20199201597809835 }, { "score": 11.024734497070312, "text": "The preferred right shall be up to 20% of the design Capacity.", "probability": 0.10904365406944391 }, { "score": 10.67913818359375, "text": "The preferred right shall be up to 20% of the design Capacity.", "probability": 0.07718089749407664 }, { "score": 10.656404495239258, "text": "Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.", "probability": 0.07544608508082494 }, { "score": 9.608810424804688, "text": "At any time during the approval, design, construction and start-up of a Sole Risk Proposal, the Transporter may express its intention to participate in it.", "probability": 0.026465029654747136 }, { "score": 9.303666114807129, "text": "In the event in which the Pipeline falls short in the effective Capacity of Transportation for the Shipment of Hydrocarbons of any of the Senders and if there is the technical possibility to increase it through the use of any friction reduction agents or other Operational adjustments, the Transporter may technically assess and approve this option, in which case the Sender may use this alternative under the agreements and commercial conditions established by the parties.", "probability": 0.019505176967330083 }, { "score": 9.210111618041992, "text": "In case the SENDER fails to appear to the liquidation, or if there is not an agreement of the same within the term previously mentioned, the SENDER expressly authorizes ECOPETROL to proceed with the liquidation in one (1) month term.", "probability": 0.017763138140828184 }, { "score": 9.004644393920898, "text": "If the new infrastructure modifies the Effective Capacity, the Senders or Third parties participating in the Proposal may enter into a Ship or Pay Transportation Contract to contract a portion of the new Capacity. In the case of the Capacity corresponding to the Transporter or Owner given the scope of the Proposal, this shall be considered as Owner's Capacity. 24.1.5 No one may carry out any constructions, connections or adaptations in the Pipeline without the previous written agreement duly signed by the Transporter's representative. CLAUSE 25 SOLE RISK PROPOSALS 25.1 Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.", "probability": 0.014463933339956098 }, { "score": 8.665592193603516, "text": "As a result of the analysis conducted, the Transporter shall determine whether or not the Proposal is accepted, or if conditioned totally or partially, if executed directly, or through a person designated by said Transporter, as well as the scope of the investment and all other aspects relevant to the Proposal. 24.1.4 If the new infrastructure modifies the Effective Capacity, the Senders or Third parties participating in the Proposal may enter into a Ship or Pay Transportation Contract to contract a portion of the new Capacity. In the case of the Capacity corresponding to the Transporter or Owner given the scope of the Proposal, this shall be considered as Owner's Capacity. 24.1.5 No one may carry out any constructions, connections or adaptations in the Pipeline without the previous written agreement duly signed by the Transporter's representative. CLAUSE 25 SOLE RISK PROPOSALS 25.1 Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.", "probability": 0.010304760723694576 }, { "score": 8.652135848999023, "text": "This preference is limited to Crude Oil coming from royalties corresponding to production served through the Pipeline. The preferred right shall be up to 20% of the design Capacity.", "probability": 0.010167025099686549 }, { "score": 8.5110502243042, "text": "Each Sender to whom this volume has been offered shall be respond to this offer in the following forty eight (48) hours.", "probability": 0.008829196601208221 }, { "score": 8.457104682922363, "text": "Each Sender to whom this volume has been offered shall be respond to this offer in the following forty eight (48) hours.", "probability": 0.008365519896850271 }, { "score": 8.314497947692871, "text": "If the Transporter exercises its right of sale pursuant to this clause, the Transporter shall deduct from the proceeds of such sale all costs incurred by the Transporter with respect to the storage, removal and sale of such Crude Oil.", "probability": 0.007253700473028095 }, { "score": 8.17298412322998, "text": "At any time during the approval, design, construction and start-up of a Sole Risk Proposal, the Transporter may express its intention to participate in it. The proportion and conditions in which the Transporter shall participate shall be determined by common agreement between the parties.", "probability": 0.006296525191074086 }, { "score": 8.070464134216309, "text": "This preference is limited to Crude Oil coming from royalties corresponding to production served through the Pipeline. The preferred right shall be up to 20% of the design Capacity.", "probability": 0.005682992458283032 }, { "score": 7.679375648498535, "text": "With a previous request from the Sender or Third Party, the Transporter may accept the Transportation of segregated Hydrocarbon to the extent that this is a technical and economically viable alternative.", "probability": 0.00384352321374593 }, { "score": 7.5924296379089355, "text": "Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal", "probability": 0.0035234599209638235 }, { "score": 7.5848493576049805, "text": "The response accepting or rejecting the request for the Sole Risk Proposal shall not exceed a term of three (3) months from its reception, without including in this term the time necessary to submit and respond any clarifications or details requested by the Transporter. 25.3.2 Participation of the Transporter: At any time during the approval, design, construction and start-up of a Sole Risk Proposal, the Transporter may express its intention to participate in it.", "probability": 0.0034968520819706125 }, { "score": 7.547911643981934, "text": "If the Transporter exercises its right of sale pursuant to this clause, the Transporter shall deduct from the proceeds of such sale all costs incurred by the Transporter with respect to the storage, removal and sale of such Crude Oil.", "probability": 0.00337004280145995 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Change Of Control": [ { "text": "", "score": 12.31806755065918, "probability": 0.8814440131809729 }, { "score": 9.30945110321045, "text": "The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of termination of the Contract.", "probability": 0.04350800913738996 }, { "score": 9.018829345703125, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.032535222826263734 }, { "score": 8.241975784301758, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.014961342687232149 }, { "score": 7.858546257019043, "text": "Likewise, any change of these representatives shall be notified in writing. 17.2 Any instruction or notification addressed to the representative designated in the manner previously established shall be considered as addressed to the respective Party. CLAUSE EIGHTEENTH AMENDMENTS 18.1 Any amendment, clarification or addition to the conditions stipulated in the Contract hereof, shall be in writing, in documents subscribed by the authorized representatives by the Parties. CLAUSE NINETEENTH ASSIGNMENT 19.1 The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.010196455838097996 }, { "score": 7.789468765258789, "text": "In this sense, the Senders accept the liquidation made by the Transporter.", "probability": 0.009515886844541983 }, { "score": 6.359837532043457, "text": "Likewise, any change of these representatives shall be notified in writing.", "probability": 0.002278076549047513 }, { "score": 5.683724880218506, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.0011586074574404552 }, { "score": 5.061560153961182, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply. b) The dissolution of the SENDER as a legal person. c) The unauthorized assignment of the Contract by the SENDER.", "probability": 0.0006219186951366232 }, { "score": 5.057800769805908, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply. b) The dissolution of the SENDER as a legal person.", "probability": 0.0006195850531250997 }, { "score": 4.873851776123047, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 0.000515481281341798 }, { "score": 4.7063188552856445, "text": "14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.0004359676617522302 }, { "score": 4.632260799407959, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.00040484732245055634 }, { "score": 4.5064263343811035, "text": "Upon expiration of the Term of Validity, the Parties shall subscribe the minutes of termination of the execution. 16.2 The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of termination of the Contract.", "probability": 0.00035697849768828976 }, { "score": 4.376944065093994, "text": "In this sense, the Senders accept the liquidation made by the Transporter.", "probability": 0.0003136235182592917 }, { "score": 4.3358659744262695, "text": "16.2 The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of termination of the Contract.", "probability": 0.0003010014823374414 }, { "score": 4.1618194580078125, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply.", "probability": 0.00025291884664620066 }, { "score": 4.05602502822876, "text": "If by any breaching from the contractor, the insurance company resolves to continue with the execution of the contract and if ECOPETROL is in agreement, the contractor accepts hereafter the assignment of the contract in favor of the insurance company.", "probability": 0.0002275282128542747 }, { "score": 3.880880355834961, "text": "Interests in favor of ECOPETROL derived from individual refinancing processes or restructurings cannot be cancelled.", "probability": 0.00019097252525257985 }, { "score": 3.713642120361328, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:", "probability": 0.0001615623821689844 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Anti-Assignment": [ { "score": 14.884150505065918, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.4917845976006519 }, { "score": 14.455815315246582, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.3204433869740452 }, { "score": 13.111617088317871, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.0835551918815598 }, { "text": "", "score": 12.171037673950195, "probability": 0.032620077719273916 }, { "score": 11.84735107421875, "text": "ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.02359987416494976 }, { "score": 11.237628936767578, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto.", "probability": 0.012826575667473309 }, { "score": 11.093954086303711, "text": "ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.011109986539766728 }, { "score": 10.303436279296875, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto.", "probability": 0.005039599351138855 }, { "score": 10.066139221191406, "text": "The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.003975018996133363 }, { "score": 9.894967079162598, "text": "The unauthorized assignment of the Contract by the SENDER.", "probability": 0.003349655098843368 }, { "score": 9.863374710083008, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:", "probability": 0.0032454857016455535 }, { "score": 9.370410919189453, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned.", "probability": 0.00198238610957339 }, { "score": 9.250242233276367, "text": "The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.0017579221923225224 }, { "score": 8.929756164550781, "text": "The unauthorized assignment of the Contract by the SENDER.", "probability": 0.0012758931846837327 }, { "score": 8.559176445007324, "text": "c) The unauthorized assignment of the Contract by the SENDER.", "probability": 0.0008807924642473691 }, { "score": 8.339248657226562, "text": "19.1 The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.0007069035548936273 }, { "score": 8.04328441619873, "text": "ECOPETROL may assign the Contract without the authorization from the SENDER. \n\n\n CLAUSE TWENTIETH LICENSES, PERMITS AND AUTHORIZATIONS 20.1 The Parties are obliged to have or obtain all required licenses, permits and authorizations for the execution of the purpose of the Contract. Each Party shall be individually liable for all those risks, fines, sanctions or damage caused as a result of the absence of any license, permit or authorization that is obliged to obtain and therefore shall defend and hold the other Party harmless before any authorities, judges and third parties.\n\n\n 11\n\n\n\n\n\n CLAUSE TWENTY-FIRST EXCLUSION OF THE LABOR RELATION 21.1 The Parties do not assume any labor relationship with personnel that, by virtue of the Contract, are assigned to the other Party for the appropriate execution of the same.", "probability": 0.0005258047788549353 }, { "score": 8.03829574584961, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto", "probability": 0.0005231882440863804 }, { "score": 7.792549133300781, "text": "The assignee shall assume all rights and obligations in the same terms established hereto.", "probability": 0.0004091961879148091 }, { "score": 7.740553855895996, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years.", "probability": 0.00038846358794154546 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Revenue/Profit Sharing": [ { "text": "", "score": 12.189310073852539, "probability": 0.23409789124043925 }, { "score": 11.764687538146973, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.15310390840867869 }, { "score": 11.256927490234375, "text": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "probability": 0.09214438812335791 }, { "score": 11.072976112365723, "text": "If the nomination is accepted, the Third Party or Sender shall Pay to the Transporter as a penalty, two (2%) of the applicable rate to the volumes in barrels delivered in the Pipeline in the respective month.", "probability": 0.0766619429779662 }, { "score": 10.874195098876953, "text": "When they are equal or less the Sender shall Pay Transportation fee on the Contracted Capacity in firm. 22.2.1.1.2 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.06284204724428354 }, { "score": 10.712648391723633, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.053467697386664785 }, { "score": 10.40074348449707, "text": "If by any reason the delivery is less than 95% or more than 105% of their Scheduled Capacity, the Sender shall Pay: 22.2.1.1.1 The Transportation fee for volumes delivered when they are higher than the Contracted Capacity in firm. When they are equal or less the Sender shall Pay Transportation fee on the Contracted Capacity in firm. 22.2.1.1.2 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.03914108870165616 }, { "score": 10.23286247253418, "text": "22.2.1.1.2 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.033092006746352605 }, { "score": 10.200220108032227, "text": "The Transportation fee for volumes delivered 22.2.2.1.1 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.032029245288290764 }, { "score": 10.076589584350586, "text": "When they are equal or less the Sender shall Pay Transportation fee on the Contracted Capacity in firm.", "probability": 0.028304445496959384 }, { "score": 9.9082670211792, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.\n\n\n\n 22.2.1.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm. When they are equal or less the Sender shall pay the Transportation fee on the Contracted Capacity in firm. In this case there shall not be any sanction, without prejudice of the application of other types of sanctions. 22.2.2 Sender without Contracted Capacity in firm: 22.2.2.1 If by any reason, the delivery is less than 95% or more than 105% of its scheduled Capacity, the Sender shall Pay: 22.2.2.1.1 The Transportation fee for volumes delivered 22.2.2.1.1 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.02391955472753371 }, { "score": 9.789463996887207, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.\n\n\n\n 22.2.1.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm.", "probability": 0.02124015065954535 }, { "score": 9.784955024719238, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.021144595002171557 }, { "score": 9.765337944030762, "text": "At any rate, the sum of debits and credits by CVC for all Senders shall be cero.", "probability": 0.02073384183730021 }, { "score": 9.693730354309082, "text": "The Transportation fee for volumes delivered", "probability": 0.019301052864147187 }, { "score": 9.672853469848633, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.\n\n\n\n 22.2.1.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm. When they are equal or less the Sender shall pay the Transportation fee on the Contracted Capacity in firm.", "probability": 0.018902284022377563 }, { "score": 9.63705825805664, "text": "If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm. When they are equal or less the Sender shall pay the Transportation fee on the Contracted Capacity in firm. In this case there shall not be any sanction, without prejudice of the application of other types of sanctions. 22.2.2 Sender without Contracted Capacity in firm: 22.2.2.1 If by any reason, the delivery is less than 95% or more than 105% of its scheduled Capacity, the Sender shall Pay: 22.2.2.1.1 The Transportation fee for volumes delivered 22.2.2.1.1 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.01823763927791279 }, { "score": 9.603137969970703, "text": "If by any reason the delivery is less than 95% or more than 105% of their Scheduled Capacity, the Sender shall Pay: 22.2.1.1.1 The Transportation fee for volumes delivered when they are higher than the Contracted Capacity in firm. When they are equal or less the Sender shall Pay Transportation fee on the Contracted Capacity in firm.", "probability": 0.017629387654114932 }, { "score": 9.57550048828125, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.01714882710581194 }, { "score": 9.558396339416504, "text": "Non-identifiable losses equal or less than 0.5% monthly shall be distributed according to the value in US dollars of the deliveries by each Sender of the calendar month in which they were detected or the calendar month in which they are reported.", "probability": 0.016858005234435463 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Price Restrictions": [ { "score": 13.690750122070312, "text": "Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum equivalent to 12% of the total light crude received in the day at the Orito Plant.", "probability": 0.14893538236300705 }, { "score": 13.447442054748535, "text": "The average semester of all losses shall be up to cero Point five percent (0.5%) of the deliveries of the period.", "probability": 0.11676979927903706 }, { "score": 13.440495491027832, "text": "For larger lines of credit the respective manager and/ or director may increase the lines up to 100% of the lines approved with previous authorization from the corresponding vice-president of the Business Unit providing the service.", "probability": 0.11596146126396593 }, { "score": 13.378993034362793, "text": "In any case, the arithmetic sum of the line of credit for the product and the line of service shall not exceed the total value of the guarantee provided by the client.", "probability": 0.10904443380584174 }, { "score": 12.950443267822266, "text": "The Sender shall notify the Transporter as soon as possible, if it is found that: (i) its deliveries during a month of Operation at a Point of Entrance will be less than 95% of the Scheduled Capacity or (ii) its withdrawals at any Point of Exit shall be less than 95% of the Scheduled Capacity.", "probability": 0.07103734198391552 }, { "score": 12.761064529418945, "text": "In any case, the arithmetic sum of the line of credit for the product and the line of service shall not exceed the total value of the guarantee provided by the client.", "probability": 0.0587814861431158 }, { "score": 12.537361145019531, "text": "The insurance company's liability in connection with each coverage is limited to the value established as insured amount in the from page or the annexes issued based on the policy, and shall not exceed in any case said amount, pursuant to the provisions in article 1079 of the code of commerce.", "probability": 0.046998870025680074 }, { "score": 12.50825023651123, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.04565041285430231 }, { "score": 12.507997512817383, "text": "The preferred right shall be up to 20% of the design Capacity.", "probability": 0.045638877371046466 }, { "score": 12.259846687316895, "text": "If by any reason the delivery is less than 95% or more than 105% of their Scheduled Capacity, the Sender shall Pay: 22.2.1.1.1 The Transportation fee for volumes delivered when they are higher than the Contracted Capacity in firm. When they are equal or less the Sender shall Pay Transportation fee on the Contracted Capacity in firm. 22.2.1.1.2 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.03560938054885226 }, { "text": "", "score": 12.035012245178223, "probability": 0.028439375880749858 }, { "score": 12.011760711669922, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.027785745185152932 }, { "score": 11.905959129333496, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.\n\n\n\n 22.2.1.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm.", "probability": 0.02499614326901813 }, { "score": 11.707322120666504, "text": "If by any reason the delivery is less than 95% or more than 105% of their Scheduled Capacity, the Sender shall Pay: 22.2.1.1.1 The Transportation fee for volumes delivered when they are higher than the Contracted Capacity in firm.", "probability": 0.020493023990009008 }, { "score": 11.695852279663086, "text": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "probability": 0.02025931512708284 }, { "score": 11.65755558013916, "text": "If by any reason the delivery is less than 95% or more than 105% of their Scheduled Capacity, the Sender shall Pay: 22.2.1.1.1 The Transportation fee for volumes delivered when they are higher than the Contracted Capacity in firm. When they are equal or less the Sender shall Pay Transportation fee on the Contracted Capacity in firm. 22.2.1.1.2 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.\n\n\n\n 22.2.1.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm.", "probability": 0.019498118905538257 }, { "score": 11.552846908569336, "text": "Not to exceed 300 cSt at 30 \u00b0C ASTM D445 or D446\n\nVapor pressure Not to exceed 11 lb/square inch", "probability": 0.017559749504120883 }, { "score": 11.443526268005371, "text": "If by any reason, the delivery is less than 95% or more than 105% of its scheduled Capacity, the Sender shall Pay: 22.2.2.1.1 The Transportation fee for volumes delivered", "probability": 0.015741313391119845 }, { "score": 11.432336807250977, "text": "Quality Specifications of Crude: Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum equivalent to 12% of the total light crude received in the day at the Orito Plant.", "probability": 0.01556615835541219 }, { "score": 11.410741806030273, "text": "If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm.", "probability": 0.01523361075303171 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Minimum Commitment": [ { "score": 13.58362865447998, "text": "The basket of Crude Oil to be used shall always include a minimum of ten (10) Crude Oils.", "probability": 0.2230887421760324 }, { "score": 13.54231071472168, "text": "The basket of Crude Oil to be used shall always include a minimum of ten (10) Crude Oils.", "probability": 0.21405900461548266 }, { "score": 12.542373657226562, "text": "The Sender shall notify the Transporter as soon as possible, if it is found that: (i) its deliveries during a month of Operation at a Point of Entrance will be less than 95% of the Scheduled Capacity or (ii) its withdrawals at any Point of Exit shall be less than 95% of the Scheduled Capacity.", "probability": 0.07875286374217293 }, { "score": 12.497949600219727, "text": "Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum equivalent to 12% of the total light crude received in the day at the Orito Plant.", "probability": 0.07533091324469166 }, { "score": 12.19964599609375, "text": "In any case, the arithmetic sum of the line of credit for the product and the line of service shall not exceed the total value of the guarantee provided by the client.", "probability": 0.05590126339512068 }, { "text": "", "score": 12.19369125366211, "probability": 0.05556937490593507 }, { "score": 12.124307632446289, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.05184448773421811 }, { "score": 12.087799072265625, "text": "The Transporter reserves the right to receive or reject a Hydrocarbon that fails to meet the minimum specified values; in case of reception, the Sender shall Pay the Transporter any costs incurred in the analysis and eventual treatment of this Hydrocarbon to place it within the required specifications or to implement the scheme required for its Transportation.", "probability": 0.0499858545830778 }, { "score": 11.669966697692871, "text": "In any case, the arithmetic sum of the line of credit for the product and the line of service shall not exceed the total value of the guarantee provided by the client.", "probability": 0.03291431542682834 }, { "score": 11.370750427246094, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.024402642168819693 }, { "score": 11.130836486816406, "text": "The average semester of all losses shall be up to cero Point five percent (0.5%) of the deliveries of the period.", "probability": 0.01919745026686366 }, { "score": 11.02940559387207, "text": "The Transporter shall estimate a maximum volume corresponding to the contamination fronts and shall be responsible to comply with this value.", "probability": 0.01734573367863368 }, { "score": 10.991729736328125, "text": "By virtue of this Contract and as indicated in the Specific Conditions, the SENDER shall have a limited capacity for shipment by the Pipeline of crudes of its own/production, subject to the existence of Available Capacity during the month of operation of the Service (hereinafter, the \"Contracted Capacity\").", "probability": 0.01670437600168135 }, { "score": 10.961048126220703, "text": "If by any reason the delivery is less than 95% or more than 105% of their Scheduled Capacity, the Sender shall Pay:", "probability": 0.0161996414782086 }, { "score": 10.751836776733398, "text": "The Transporter reserves the right to receive or reject a Hydrocarbon that fails to meet the minimum specified values;", "probability": 0.013141534164514097 }, { "score": 10.717958450317383, "text": "The minimum values of quality that the Crude delivered by the Senders must have to be accepted for Transportation in the Pipeline are:", "probability": 0.012703778070815127 }, { "score": 10.586074829101562, "text": "The preferred right shall be up to 20% of the design Capacity.", "probability": 0.011134137217800377 }, { "score": 10.561363220214844, "text": "The minimum characteristics of the Hydrocarbon which must be included in the certificate are: Viscosity cST and SSU at 86\u00b0F, 100\u00b0F and 140\u00b0F, gravity API at 60\u00b0F, sulfur content, salt content, BSW, Acidity and Point of fluidity.", "probability": 0.010862366548721105 }, { "score": 10.524578094482422, "text": "The minimum values of quality that the Crude delivered by the Senders must have to be accepted for Transportation in the Pipeline are:\n\n For specific systems the Transporter defines minimum parameters for quality which are listed in Annex 4 Minimum Quality Specifications by System.", "probability": 0.010470052919680171 }, { "score": 10.517044067382812, "text": "The Transporter shall not accept Crude Oil delivered by any Sender if this may cause impairment to the Pipeline of the Crudes or mixtures transported (without consideration of whether or not the Crude Oil meets the minimum quality specifications).", "probability": 0.010391467660702508 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Volume Restriction": [ { "score": 14.024617195129395, "text": "In any case, the arithmetic sum of the line of credit for the product and the line of service shall not exceed the total value of the guarantee provided by the client.", "probability": 0.14005596584567406 }, { "score": 13.860428810119629, "text": "Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum equivalent to 12% of the total light crude received in the day at the Orito Plant.", "probability": 0.11884899215065252 }, { "score": 13.73127555847168, "text": "The preferred right shall be up to 20% of the design Capacity.", "probability": 0.10444916169898495 }, { "score": 13.593181610107422, "text": "In any case, the arithmetic sum of the line of credit for the product and the line of service shall not exceed the total value of the guarantee provided by the client.", "probability": 0.09097698056991406 }, { "score": 13.542976379394531, "text": "For larger lines of credit the respective manager and/ or director may increase the lines up to 100% of the lines approved with previous authorization from the corresponding vice-president of the Business Unit providing the service.", "probability": 0.08652222203075642 }, { "score": 13.526424407958984, "text": "The preferred right shall be up to 20% of the design Capacity.", "probability": 0.08510189571032588 }, { "score": 12.818817138671875, "text": "If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered.", "probability": 0.0419400845862451 }, { "score": 12.724946975708008, "text": "The average semester of all losses shall be up to cero Point five percent (0.5%) of the deliveries of the period.", "probability": 0.038182293199742354 }, { "score": 12.647298812866211, "text": "The insurance company's liability in connection with each coverage is limited to the value established as insured amount in the from page or the annexes issued based on the policy, and shall not exceed in any case said amount, pursuant to the provisions in article 1079 of the code of commerce.", "probability": 0.03532969104525058 }, { "score": 12.412677764892578, "text": "The Sender shall notify the Transporter as soon as possible, if it is found that: (i) its deliveries during a month of Operation at a Point of Entrance will be less than 95% of the Scheduled Capacity or (ii) its withdrawals at any Point of Exit shall be less than 95% of the Scheduled Capacity.", "probability": 0.027941210239013407 }, { "score": 12.404436111450195, "text": "In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:\n\n\n\n a) Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided.", "probability": 0.02771187481712706 }, { "score": 12.376761436462402, "text": "If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm.", "probability": 0.026955472557585708 }, { "score": 12.312868118286133, "text": "if nominations exceed the available Capacity of the Pipeline, the assignment of the volumes to be transported shall be at a prorate of the requests received and up to the available Capacity.", "probability": 0.025287065550107374 }, { "score": 12.296611785888672, "text": "This preference is limited to Crude Oil coming from royalties corresponding to production served through the Pipeline. The preferred right shall be up to 20% of the design Capacity.", "probability": 0.024879313860286856 }, { "score": 12.284961700439453, "text": "If by any reason the delivery is less than 95% or more than 105% of their Scheduled Capacity, the Sender shall Pay: 22.2.1.1.1 The Transportation fee for volumes delivered when they are higher than the Contracted Capacity in firm.", "probability": 0.0245911495565165 }, { "score": 12.253060340881348, "text": "if nominations exceed the available Capacity of the Pipeline, the assignment of the volumes to be transported shall be at a prorate of the requests received and up to the available Capacity.", "probability": 0.023819039611097846 }, { "score": 12.154373168945312, "text": "The basket of Crude Oil to be used shall always include a minimum of ten (10) Crude Oils.", "probability": 0.021580671423689236 }, { "text": "", "score": 12.103965759277344, "probability": 0.02051980798733879 }, { "score": 11.956275939941406, "text": "Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided.", "probability": 0.017702410975004485 }, { "score": 11.950740814208984, "text": "Not to exceed 300 cSt at 30 \u00b0C ASTM D445 or D446", "probability": 0.017604696584686847 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Ip Ownership Assignment": [ { "score": 12.466447830200195, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.2315543745675994 }, { "score": 12.366493225097656, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.2095285737309136 }, { "text": "", "score": 12.28632926940918, "probability": 0.19338754185910292 }, { "score": 11.507208824157715, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.08872801853911559 }, { "score": 10.94182300567627, "text": "ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.05041001676988093 }, { "score": 10.8624267578125, "text": "For those investments that somehow change the existing infrastructure of the Pipeline and if the Operation affects the functioning of the same, the ownership shall belong to the Transporter or the owner.", "probability": 0.046562414174247474 }, { "score": 10.681694030761719, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto.", "probability": 0.038863710603793164 }, { "score": 10.370503425598145, "text": "ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.028470552875576337 }, { "score": 9.968988418579102, "text": "The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.019055491231678726 }, { "score": 9.90976619720459, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto.", "probability": 0.017959749090108543 }, { "score": 9.791316032409668, "text": "For those investments that somehow change the existing infrastructure of the Pipeline and if the Operation affects the functioning of the same, the ownership shall belong to the Transporter or the owner.", "probability": 0.015953574767889438 }, { "score": 9.690282821655273, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:", "probability": 0.014420484302194631 }, { "score": 9.351694107055664, "text": "The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.010278568528632659 }, { "score": 9.19980239868164, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:", "probability": 0.008830126085827486 }, { "score": 8.799647331237793, "text": "As a result of the responses received, according to the offer of numeral 9.1.3.1, the Transporter may make new offerings or assign the withdrawal in defect.", "probability": 0.005918092749680587 }, { "score": 8.602437019348145, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned.", "probability": 0.0048588603495477185 }, { "score": 8.526179313659668, "text": "The assignee shall assume all rights and obligations in the same terms established hereto.", "probability": 0.004502110148463791 }, { "score": 8.403120040893555, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years.", "probability": 0.0039808164481376015 }, { "score": 8.313599586486816, "text": "For those investments that somehow change the existing infrastructure of the Pipeline and if the Operation affects the functioning of the same, the ownership shall belong to the Transporter or the owner", "probability": 0.0036399373922694654 }, { "score": 8.15206241607666, "text": "The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:", "probability": 0.003096985785340062 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Joint Ip Ownership": [ { "text": "", "score": 12.212150573730469, "probability": 0.9061024878022312 }, { "score": 8.953678131103516, "text": "For those investments that somehow change the existing infrastructure of the Pipeline and if the Operation affects the functioning of the same, the ownership shall belong to the Transporter or the owner.", "probability": 0.03483699783515743 }, { "score": 8.873114585876465, "text": "ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties\".", "probability": 0.03214048443947054 }, { "score": 8.102874755859375, "text": "ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties\".", "probability": 0.014877895723432061 }, { "score": 6.974432945251465, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.004813549685804576 }, { "score": 6.049232482910156, "text": "Property, financing and Operation of the Sole Risk Proposal: For those investments that somehow change the existing infrastructure of the Pipeline and if the Operation affects the functioning of the same, the ownership shall belong to the Transporter or the owner.", "probability": 0.0019083410988293386 }, { "score": 5.910818576812744, "text": "For those investments that somehow change the existing infrastructure of the Pipeline and if the Operation affects the functioning of the same, the ownership shall belong to the Transporter or the owner", "probability": 0.0016616655187484458 }, { "score": 5.821088790893555, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.0015190583525780154 }, { "score": 5.0874481201171875, "text": "The parties may jointly review:", "probability": 0.0007293875768439539 }, { "score": 4.3527116775512695, "text": "For those investments that somehow change the existing infrastructure of the Pipeline and if the Operation affects the functioning of the same, the ownership shall belong to the Transporter or the owner. In this case the Transporter and the Sender or Third Party executing the Sole Risk Proposal, shall agree on the mechanism for amortization.", "probability": 0.00034983751493369695 }, { "score": 3.903488874435425, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.00022323968179541211 }, { "score": 3.3940465450286865, "text": "The participation of each Sender in filling in the line shall be determined by the Transporter based on criteria such as: Ownership of the Pipeline and Contracted Capacity.", "probability": 0.0001341292210028705 }, { "score": 3.208996534347534, "text": "For those investments that somehow change the existing infrastructure of the Pipeline and if the Operation affects the functioning of the same, the ownership shall belong to the Transporter or the owner. In this case the Transporter and the Sender or Third Party executing the Sole Risk Proposal, shall agree on the mechanism for amortization", "probability": 0.00011146979534544193 }, { "score": 3.1147892475128174, "text": "ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties", "probability": 0.00010144800219854684 }, { "score": 3.0267059803009033, "text": "ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties", "probability": 9.289437605742712e-05 }, { "score": 3.0063729286193848, "text": "Property, financing and Operation of the Sole Risk Proposal: For those investments that somehow change the existing infrastructure of the Pipeline and if the Operation affects the functioning of the same, the ownership shall belong to the Transporter or the owner", "probability": 9.10246232163852e-05 }, { "score": 2.9610579013824463, "text": "For", "probability": 8.699190144423754e-05 }, { "score": 2.9338314533233643, "text": "The participation of each Sender in filling in the line shall be determined by the Transporter based on criteria such as: Ownership of the Pipeline and Contracted Capacity", "probability": 8.465537297675077e-05 }, { "score": 2.7836356163024902, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:", "probability": 7.284928678397694e-05 }, { "score": 2.6157779693603516, "text": "ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\",", "probability": 6.159219114959328e-05 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__License Grant": [ { "text": "", "score": 11.854437828063965, "probability": 0.9905447028660023 }, { "score": 6.896010875701904, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.", "probability": 0.0069575544771362735 }, { "score": 5.831376552581787, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.", "probability": 0.00239934005211347 }, { "score": 1.1625306606292725, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils", "probability": 2.2513229366880628e-05 }, { "score": 0.3733714818954468, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 1.0226106687313945e-05 }, { "score": 0.2966763973236084, "text": "Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided.", "probability": 9.47113587889601e-06 }, { "score": 0.12317037582397461, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.\n\n1.2 The purpose of this Manual of the Transporter of the Pipeline (hereinafter the \"Transporter's Manual) is to establish the general conditions for the Transportation of Hydrocarbons of the Owners through the Pipeline.", "probability": 7.962498428046809e-06 }, { "score": 0.028476238250732422, "text": "The", "probability": 7.24309561324525e-06 }, { "score": -0.15697431564331055, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils", "probability": 6.0170561736096135e-06 }, { "score": -0.259071946144104, "text": "Crude Oils.", "probability": 5.433049081624483e-06 }, { "score": -0.5732154846191406, "text": "The Pipeline is for private use", "probability": 3.9683760795171815e-06 }, { "score": -0.614039421081543, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.\n\n1.2 The purpose of this Manual of the Transporter of the Pipeline (hereinafter the \"Transporter's Manual) is to establish the general conditions for the Transportation of Hydrocarbons of the Owners through the Pipeline.", "probability": 3.8096336382411835e-06 }, { "score": -0.7416186332702637, "text": "The", "probability": 3.3533297733728013e-06 }, { "score": -0.8772315979003906, "text": "Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided. b) Maintain in custody the Crude delivered from the Point of Entrance until the time of delivery to the SENDER in the Exit Point. Notwithstanding the foregoing, in the event in which the SENDER does not receive the Crude in the Point of Exit pursuant to the agreement, the responsibility by the ECOPETROL to maintain the Crude in custody shall cease. c) Shipping and decanting through the Pipeline the Crude delivered by the SENDER from the Point of Entrance until the Exit Point. d) Store the Crude from its reception in the Point of Entrance until delivered to the SENDER in the Point of Exit, exclusively to facilitate its shipment under the Contract hereof, not including the storage for export or the segregate storage of Crude. e) Deliver the Crudes shipped to the SENDER or whoever is designated as receiver of the same in the Point of Exit, in accordance with the instructions received by the SENDER and with the conditions of the Manual of the Shipper. f) ECOPETROL shall not be obliged to receive Crude:", "probability": 2.9280622313639763e-06 }, { "score": -0.9206399917602539, "text": ".", "probability": 2.8036789231530045e-06 }, { "score": -0.9345803260803223, "text": "Crude Oils.", "probability": 2.7648658637030466e-06 }, { "score": -0.9447847604751587, "text": "ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 2.7367954363852024e-06 }, { "score": -0.9829912185668945, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.\n\n1.2 The purpose of this Manual of the Transporter of the Pipeline (hereinafter the \"Transporter's Manual) is to establish the general conditions for the Transportation of Hydrocarbons of the Owners through the Pipeline.\n\n1.3 Likewise, conditions for the access of Third Parties to the Pipeline are established in those events in which there is Available Capacity in the Pipeline.", "probability": 2.634204474205753e-06 }, { "score": -1.1245641708374023, "text": "2.1.7. Provisional Notice: means the notification that the Transporter will deliver to the Sender regarding any damage or additional costs incurred, or about its intention to withdraw and use the Sender's Crude to pay monies in favor of the Transporter or the owner, borne by the Sender and/or to avoid any Operational affectations in the Pipeline.\n\n\n\n1.1 The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.", "probability": 2.2864680182653283e-06 }, { "score": -1.1401894092559814, "text": "a) Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided.", "probability": 2.251019080624198e-06 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Transferable License": [ { "text": "", "score": 12.083843231201172, "probability": 0.9421397009828897 }, { "score": 8.64907455444336, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 0.03036786233988759 }, { "score": 8.427552223205566, "text": "ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.024333708206656757 }, { "score": 5.472711563110352, "text": "The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.0012674688725293761 }, { "score": 4.903131484985352, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:", "probability": 0.000717086947456004 }, { "score": 3.477158784866333, "text": "Allow access to the Pipeline of any Third parties requesting it in those cases in which there is available Capacity, provided they fulfill the requirements established in this Manual.", "probability": 0.00017229780408902832 }, { "score": 3.2024950981140137, "text": "The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:", "probability": 0.00013091663047313514 }, { "score": 3.125337839126587, "text": "19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 0.00012119531927155498 }, { "score": 2.944793939590454, "text": "ECOPETROL may assign the Contract without the authorization from the SENDER", "probability": 0.00010117579551379582 }, { "score": 2.934760332107544, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto.", "probability": 0.00010016571315381302 }, { "score": 2.921506643295288, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 9.884690679167833e-05 }, { "score": 2.8498284816741943, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL", "probability": 9.200970821569402e-05 }, { "score": 2.7886385917663574, "text": "Use the available Capacity if there is any, for the Transportation of Third Party's Crude, upon request, and with the previous subscription of the respective Transportation contract.", "probability": 8.65484355393984e-05 }, { "score": 2.782707929611206, "text": "19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 8.603666507704442e-05 }, { "score": 2.143538475036621, "text": "Sender without Contracted Capacity in firm:", "probability": 4.540417626024701e-05 }, { "score": 2.031963348388672, "text": "19.1 The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 4.061059374616196e-05 }, { "score": 1.7222297191619873, "text": "The", "probability": 2.979365147468043e-05 }, { "score": 1.6121635437011719, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.", "probability": 2.668840383028647e-05 }, { "score": 1.4233062267303467, "text": "The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 2.2095452997191957e-05 }, { "score": 1.342851161956787, "text": "EC", "probability": 2.0387394146353525e-05 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Affiliate License-Licensor": [ { "text": "", "score": 12.168010711669922, "probability": 0.9997828467787231 }, { "score": 2.240213394165039, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 4.878856997772357e-05 }, { "score": 2.2278459072113037, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 4.8188893861891074e-05 }, { "score": 1.9980581998825073, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.", "probability": 3.8295824500717854e-05 }, { "score": 1.659320592880249, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.\n\n 19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 2.7292263189459615e-05 }, { "score": 1.2943403720855713, "text": "ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 1.894657244544368e-05 }, { "score": 0.201482355594635, "text": "ECOPETROL may assign the Contract without the authorization from the SENDER.", "probability": 6.3519701529222085e-06 }, { "score": 0.11554598808288574, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:", "probability": 5.828902064945527e-06 }, { "score": -0.18410107493400574, "text": "14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 4.319681162510579e-06 }, { "score": -0.25095444917678833, "text": "Sender without Contracted Capacity in firm:", "probability": 4.040337468595796e-06 }, { "score": -0.3189200162887573, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply. b) The dissolution of the SENDER as a legal person. c) The unauthorized assignment of the Contract by the SENDER. d) Due to changes in regulations making more costly the fulfillment of obligations undertaken by ECOPETROL. e) As a consequence of any of the following causes:", "probability": 3.774857573832487e-06 }, { "score": -0.8701643943786621, "text": "The Transporter shall facilitate to the Senders or Third parties that will execute or have executed the Sole Risk Proposal the access to their own infrastructure.", "probability": 2.1751949117283312e-06 }, { "score": -1.0996917486190796, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.", "probability": 1.7290824997710018e-06 }, { "score": -1.4612650871276855, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "probability": 1.2044434371546487e-06 }, { "score": -1.474107027053833, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned. c) The assignee has Crude of its own/production. d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the Contract.", "probability": 1.1890749387647565e-06 }, { "score": -1.5197713375091553, "text": "13.2 The suspension of the Contract is not a waiver or a release for the SENDER on its responsibility to pay the Fee and all other concepts that may be applicable under the Contract hereof. CLAUSE FOURTEENTH TERMINATION OF THE CONTRACT 14.1 The Contract hereof shall terminate upon expiration of the term of validity agreed. 14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 1.135997741275026e-06 }, { "score": -1.5772144794464111, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed. 14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 1.0725813181294591e-06 }, { "score": -1.6341079473495483, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply.", "probability": 1.0132618911827595e-06 }, { "score": -1.7257287502288818, "text": "In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:", "probability": 9.245519097452045e-07 }, { "score": -1.7737984657287598, "text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL. 19.2 The assignee shall assume all rights and obligations in the same terms established hereto. 19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3) more years. b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned.", "probability": 8.811602304178704e-07 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Affiliate License-Licensee": [ { "text": "", "score": 12.221196174621582, "probability": 0.99994312625021 }, { "score": 1.895054578781128, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 3.276340157438967e-05 }, { "score": 0.15431427955627441, "text": "The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.", "probability": 5.746389747014189e-06 }, { "score": -0.37831199169158936, "text": "ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties\".", "probability": 3.373482239239219e-06 }, { "score": -0.5957986116409302, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is:", "probability": 2.714095900672406e-06 }, { "score": -0.6424953937530518, "text": "In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:", "probability": 2.5902699918150978e-06 }, { "score": -0.7997555732727051, "text": "14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 2.2133383352124535e-06 }, { "score": -1.4135249853134155, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed. 14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 1.1980946732573208e-06 }, { "score": -1.68271803855896, "text": "In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:\n\n\n\n a) Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided.", "probability": 9.153392379287171e-07 }, { "score": -1.6917479038238525, "text": "Among the Senders are the ANH and the owner.", "probability": 9.071110535461117e-07 }, { "score": -1.8336248397827148, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "probability": 7.871256929584278e-07 }, { "score": -1.8459322452545166, "text": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination. Upon fulfillment of this procedure the SENDER shall not:", "probability": 7.774975879264301e-07 }, { "score": -2.2877511978149414, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply.", "probability": 4.998267753739699e-07 }, { "score": -2.5505716800689697, "text": "The SENDER undertakes the commitment to:", "probability": 3.84306767320452e-07 }, { "score": -2.553954839706421, "text": "Responsibility of ECOPETROL:", "probability": 3.830087930419747e-07 }, { "score": -2.610095262527466, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply. b) The dissolution of the SENDER as a legal person. c) The unauthorized assignment of the Contract by the SENDER. d) Due to changes in regulations making more costly the fulfillment of obligations undertaken by ECOPETROL. e) As a consequence of any of the following causes: (i) fraud of the SENDER; or (ii) the SENDER incurs in acts or conducts that may endanger the operational and/or technical stability of the Pipelines. f) The procedure to be followed by ECOPETROL to terminate the Contract is:", "probability": 3.6209895268469533e-07 }, { "score": -2.6834897994995117, "text": "For any month of Operation the corresponding quantity of Crude of each Sender shall be:", "probability": 3.364747090631055e-07 }, { "score": -2.7074737548828125, "text": "Sender without Contracted Capacity in firm:", "probability": 3.285007207791276e-07 }, { "score": -2.7966647148132324, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 3.004700471027406e-07 }, { "score": -2.8221235275268555, "text": "The Sender shall notify the Transporter as soon as possible, if it is found that: (i) its deliveries during a month of Operation at a Point of Entrance will be less than 95% of the Scheduled Capacity or (ii) its withdrawals at any Point of Exit shall be less than 95% of the Scheduled Capacity.", "probability": 2.929169903321597e-07 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.845577239990234, "probability": 0.9731481225467795 }, { "score": 8.149463653564453, "text": "Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum equivalent to 12% of the total light crude received in the day at the Orito Plant.", "probability": 0.024153341067435722 }, { "score": 4.912492752075195, "text": "In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:", "probability": 0.0009488086021033307 }, { "score": 4.498154640197754, "text": "In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:\n\n\n\n a) Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided.", "probability": 0.0006269513730133208 }, { "score": 3.6375646591186523, "text": "Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum equivalent to 12% of the total light crude received in the day at the Orito Plant", "probability": 0.0002651455714911979 }, { "score": 2.7545506954193115, "text": "Senders with Ship or Pay contract shall be assigned volumes to be transported up to the volume of their Contracted Capacity.", "probability": 0.00010964688192513087 }, { "score": 2.495502471923828, "text": "In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:\n\n\n\n a) Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided.", "probability": 8.462390691577931e-05 }, { "score": 2.4322288036346436, "text": "Quality Specifications of Crude: Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum equivalent to 12% of the total light crude received in the day at the Orito Plant.", "probability": 7.943532321274411e-05 }, { "score": 2.420799732208252, "text": "Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided.", "probability": 7.853261958825166e-05 }, { "score": 2.3231866359710693, "text": "For any month of Operation the corresponding quantity of Crude of each Sender shall be:", "probability": 7.122906692201312e-05 }, { "score": 2.169989585876465, "text": "In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:", "probability": 6.111173612276405e-05 }, { "score": 2.148665428161621, "text": "Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided.", "probability": 5.9822375941139294e-05 }, { "score": 2.1277143955230713, "text": "Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum equivalent to 12% of the total light crude received in the day at the Orito Plant. The indicated Quality Specifications correspond to those which the final mix of crude delivered by the SENDER shall have.", "probability": 5.8582073566505226e-05 }, { "score": 1.925825834274292, "text": "If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm.", "probability": 4.787244972830275e-05 }, { "score": 1.667282223701477, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 3.696592587828837e-05 }, { "score": 1.660867691040039, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 3.6729565620123614e-05 }, { "score": 1.600934386253357, "text": "Type of Point Name of Point Distance (km)\n\n1 Point of Entrance Entrance bridle to the srapers tramp in the PK 35+400 of OMO 377,3 2 Point of Exit Exit bridle to the main tanks of Tumaco Plant.\n\n\n\n\n\n\n\n SPECIFICATIONS OF PRODUCTS TO BE SHIPPED PRODUCT CHARACTERISTICS\n\n Quality Specifications of Crude: Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum equivalent to 12% of the total light crude received in the day at the Orito Plant.", "probability": 3.4592909339518185e-05 }, { "score": 1.593989372253418, "text": "Senders with Ship or Pay contract shall be assigned volumes to be transported up to the volume of their Contracted Capacity", "probability": 3.435349343557484e-05 }, { "score": 1.588383436203003, "text": "If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm. When they are equal or less the Sender shall pay the Transportation fee on the Contracted Capacity in firm. In this case there shall not be any sanction, without prejudice of the application of other types of sanctions. 22.2.2 Sender without Contracted Capacity in firm:", "probability": 3.416144874633109e-05 }, { "score": 1.4575179815292358, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 2.9971062234313543e-05 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.126404762268066, "probability": 0.9629215268885438 }, { "score": 8.470804214477539, "text": "The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor.", "probability": 0.02488764193687969 }, { "score": 7.484270095825195, "text": "By means of this document we are informing to you, Ecopetrol S A (the \"Beneficiary\") that, by request from [________________________] (the \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the Republic of Colombia and with tax ID [______] (the \"Beneficiary\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 0.009279774564282096 }, { "score": 5.675989151000977, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed.", "probability": 0.0015212864248158675 }, { "score": 4.068059921264648, "text": "this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 0.0003047166591024438 }, { "score": 3.4349863529205322, "text": "The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor", "probability": 0.00016179155188438202 }, { "score": 3.3650832176208496, "text": "b) An irrevocable stand-by letter of credit at first requirement, issued by (i) a banking establishment authorized to operate in Colombia with AAA credit rating for its long-term debt in pesos, o (ii) a foreign financial entity with representation or a confirming and payment bank in Colombia, with risk credit of long term debt in dollars no less than the rating for the foreign sovereign debt of Colombia issued pursuant to the International Standby Practices (ISP98) of the International Chamber of Commerce, for which, it may be used the form contained in Annex 4 of the Contract hereof.", "probability": 0.00015086805617128157 }, { "score": 3.1867103576660156, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.00012622080510035752 }, { "score": 2.935431957244873, "text": "irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 9.817527428157681e-05 }, { "score": 2.9117836952209473, "text": "By means of this document we are informing to you, Ecopetrol S A (the \"Beneficiary\") that, by request from [________________________] (the \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the Republic of Colombia and with tax ID [______] (the \"Beneficiary\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations", "probability": 9.58808363335087e-05 }, { "score": 2.7628369331359863, "text": "Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 8.261236528864635e-05 }, { "score": 2.7084736824035645, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed", "probability": 7.824118093960657e-05 }, { "score": 2.430229425430298, "text": "The", "probability": 5.923732673972137e-05 }, { "score": 2.3307111263275146, "text": "said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor.", "probability": 5.362597523833547e-05 }, { "score": 2.1065568923950195, "text": "An irrevocable stand-by letter of credit at first requirement, issued by (i) a banking establishment authorized to operate in Colombia with AAA credit rating for its long-term debt in pesos, o (ii) a foreign financial entity with representation or a confirming and payment bank in Colombia, with risk credit of long term debt in dollars no less than the rating for the foreign sovereign debt of Colombia issued pursuant to the International Standby Practices (ISP98) of the International Chamber of Commerce, for which, it may be used the form contained in Annex 4 of the Contract hereof.", "probability": 4.285744302156956e-05 }, { "score": 1.9520044326782227, "text": "The Contract hereof shall terminate upon expiration of the term of validity agreed. 14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 3.672019476133641e-05 }, { "score": 1.8575431108474731, "text": "By means of this document we are informing to you, Ecopetrol S A (the \"Beneficiary\") that, by request from [________________________] (the \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the Republic of Colombia and with tax ID [______] (the \"Beneficiary\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above", "probability": 3.341034384067648e-05 }, { "score": 1.6880850791931152, "text": "The Bond shall be valid during all the term of execution of the Contract plus one hundred twenty (120) calendar days.", "probability": 2.8202412282299482e-05 }, { "score": 1.2795463800430298, "text": "INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor.", "probability": 1.8743908451819053e-05 }, { "score": 1.2646007537841797, "text": "\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 1.8465852040876005e-05 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Source Code Escrow": [ { "text": "", "score": 12.287689208984375, "probability": 0.9979418189212107 }, { "score": 4.956790924072266, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.0006536368820298543 }, { "score": 4.786903381347656, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.0005515124582994948 }, { "score": 4.712890625, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.0005121674753955184 }, { "score": 3.324660301208496, "text": "Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.00012779422436297148 }, { "score": 2.084993362426758, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply.", "probability": 3.6993950873114645e-05 }, { "score": 1.8950412273406982, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs", "probability": 3.059394991690847e-05 }, { "score": 1.6148000955581665, "text": "The Transporter shall facilitate to the Senders or Third parties that will execute or have executed the Sole Risk Proposal the access to their own infrastructure.", "probability": 2.3116835058353202e-05 }, { "score": 1.3970123529434204, "text": "In case of default by the Applicant of all or any of the Secured Obligations, the Beneficiary shall report said default to the Bank in its offices located at [_____________________], within the term of the Letter of Credit hereof.", "probability": 1.8592781237558868e-05 }, { "score": 1.3495386838912964, "text": "14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 1.773073777378558e-05 }, { "score": 1.117285966873169, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply. b) The dissolution of the SENDER as a legal person. c) The unauthorized assignment of the Contract by the SENDER. d) Due to changes in regulations making more costly the fulfillment of obligations undertaken by ECOPETROL. e) As a consequence of any of the following causes:", "probability": 1.4055967150099338e-05 }, { "score": 0.9472563862800598, "text": "In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:", "probability": 1.185817417076012e-05 }, { "score": 0.9303324222564697, "text": "In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:", "probability": 1.1659175530376473e-05 }, { "score": 0.7553443908691406, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:\n\n\n\n\n\n a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply. b) The dissolution of the SENDER as a legal person.", "probability": 9.787493897377538e-06 }, { "score": 0.6945970058441162, "text": "In case of default by the Applicant of all or any of the Secured Obligations, the Beneficiary shall report said default to the Bank in its offices located at [_____________________], within the term of the Letter of Credit hereof.", "probability": 9.210628166562198e-06 }, { "score": 0.35881632566452026, "text": "For all contracts entered into by ECOPETROL in all other events in which there is claim under this policy, by delivering to the insurance company all documents or evidence accrediting the occurrence of the loss and the amount of the damage being the purpose of the claim, pursuant to the provisions in article 1077 of the code of commerce.", "probability": 6.583571456287732e-06 }, { "score": 0.34115874767303467, "text": "Allow access to the Pipeline of any Third parties requesting it in those cases in which there is available Capacity, provided they fulfill the requirements established in this Manual.", "probability": 6.46834186155177e-06 }, { "score": 0.26291048526763916, "text": "Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs", "probability": 5.98150095449513e-06 }, { "score": 0.1539158821105957, "text": "14.1 The Contract hereof shall terminate upon expiration of the term of validity agreed. 14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 5.3638227958216745e-06 }, { "score": 0.09819257259368896, "text": "The Transporter is obliged to return the Sender and the latter to withdraw at a Point of Exit, the volume of equivalent Hydrocarbon upon application of the mechanism of Volumetric Compensation for Quality.", "probability": 5.073107857919796e-06 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Post-Termination Services": [ { "text": "", "score": 12.383304595947266, "probability": 0.47676133357766154 }, { "score": 11.398551940917969, "text": "The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of termination of the Contract.", "probability": 0.178085426932098 }, { "score": 10.567441940307617, "text": "Upon expiration of the Term of Validity, the Parties shall subscribe the minutes of termination of the execution. 16.2 The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of termination of the Contract.", "probability": 0.07756787512584627 }, { "score": 10.49955940246582, "text": "Upon expiration of the Term of Validity, the Parties shall subscribe the minutes of termination of the execution.", "probability": 0.07247711256753703 }, { "score": 10.287094116210938, "text": "In the event of termination in advance of the Contract, the SENDER shall have a sixty (60) day term following the issuance of the corresponding invoice by ECOPETROL to pay the amount of any overdue fees.", "probability": 0.058604151397937815 }, { "score": 9.888046264648438, "text": "Upon liquidation of the Contract, the SENDER shall pay ECOPETROL any Fees or any amount of money owed or resulting from the final liquidation of the same, after making any deduction that may be applicable.\n\n\n\n h) The termination in advance of this Contract shall not release the SENDER from the obligations that survive the termination of the Contract, especially that related with the payment of the Fee pending of payment and the payment of the penal clause. In the event of termination in advance of the Contract, the SENDER shall have a sixty (60) day term following the issuance of the corresponding invoice by ECOPETROL to pay the amount of any overdue fees.", "probability": 0.03932095903437829 }, { "score": 9.656233787536621, "text": "Upon liquidation of the Contract, the SENDER shall pay ECOPETROL any Fees or any amount of money owed or resulting from the final liquidation of the same, after making any deduction that may be applicable.", "probability": 0.03118524943077539 }, { "score": 9.534648895263672, "text": "In the event of termination in advance of the Contract, the SENDER shall have a sixty (60) day term following the issuance of the corresponding invoice by ECOPETROL to pay the amount of any overdue fees.", "probability": 0.0276150334898776 }, { "score": 8.38026237487793, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.00870566354205296 }, { "score": 8.16015338897705, "text": "The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available Capacity in the Pipeline during the month of Operation in which the Service is to be provided.", "probability": 0.006985697257235959 }, { "score": 7.555478572845459, "text": "The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of termination of the Contract. 16.3 In case the SENDER fails to appear to the liquidation, or if there is not an agreement of the same within the term previously mentioned, the SENDER expressly authorizes ECOPETROL to proceed with the liquidation in one (1) month term. 16.4 The following shall be expressly stated in the minutes of liquidation:\n\n 16.5 Upon liquidation of the Contract, the SENDER shall pay ECOPETROL any Fees or any amount of money owed or resulting from the final liquidation of the same, after making any deduction that may be applicable.\n\n\n\n h) The termination in advance of this Contract shall not release the SENDER from the obligations that survive the termination of the Contract, especially that related with the payment of the Fee pending of payment and the payment of the penal clause. In the event of termination in advance of the Contract, the SENDER shall have a sixty (60) day term following the issuance of the corresponding invoice by ECOPETROL to pay the amount of any overdue fees.", "probability": 0.0038159513084957152 }, { "score": 7.54421329498291, "text": "In any case, upon expiration of the term of execution of the Contract, the SENDER shall return all original Information and destroy or make to be destroyed all copies and reproductions (in any manner, including but without being limited to electronic means) in its possession and in possession of persons to whom it was disclosed pursuant with the Contract hereof.", "probability": 0.0037732047844974406 }, { "score": 7.323666572570801, "text": "The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of termination of the Contract. 16.3 In case the SENDER fails to appear to the liquidation, or if there is not an agreement of the same within the term previously mentioned, the SENDER expressly authorizes ECOPETROL to proceed with the liquidation in one (1) month term. 16.4 The following shall be expressly stated in the minutes of liquidation:\n\n 16.5 Upon liquidation of the Contract, the SENDER shall pay ECOPETROL any Fees or any amount of money owed or resulting from the final liquidation of the same, after making any deduction that may be applicable.", "probability": 0.003026412708077376 }, { "score": 6.98853874206543, "text": "The following shall be expressly stated in the minutes of liquidation:\n\n 16.5 Upon liquidation of the Contract, the SENDER shall pay ECOPETROL any Fees or any amount of money owed or resulting from the final liquidation of the same, after making any deduction that may be applicable.\n\n\n\n h) The termination in advance of this Contract shall not release the SENDER from the obligations that survive the termination of the Contract, especially that related with the payment of the Fee pending of payment and the payment of the penal clause. In the event of termination in advance of the Contract, the SENDER shall have a sixty (60) day term following the issuance of the corresponding invoice by ECOPETROL to pay the amount of any overdue fees.", "probability": 0.002164631551477487 }, { "score": 6.9442548751831055, "text": "The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available Capacity in the Pipeline during the month of Operation in which the Service is to be provided. 3.3 the obligation of the monthly payment borne by the SENDER for the Service shall be made during the totality of the term of execution of the Contract. CLAUSE FOURTH AMOUNT OF THE CONTRACT 4.1 The initial estimated amount of the Contract hereof is as indicated in the Specific Conditions. The final amount of the Contract shall correspond to the total of the actual invoicing by ECOPETROL and shall be established upon termination and final liquidation of the same.", "probability": 0.002070864796280508 }, { "score": 6.8341240882873535, "text": "Upon liquidation of the Contract, the SENDER shall pay ECOPETROL any Fees or any amount of money owed or resulting from the final liquidation of the same, after making any deduction that may be applicable", "probability": 0.0018549087604682896 }, { "score": 6.756726264953613, "text": "The following shall be expressly stated in the minutes of liquidation:\n\n 16.5 Upon liquidation of the Contract, the SENDER shall pay ECOPETROL any Fees or any amount of money owed or resulting from the final liquidation of the same, after making any deduction that may be applicable.", "probability": 0.0017167580983854576 }, { "score": 6.669686794281006, "text": "In the event of termination in advance of the Contract, the SENDER shall have a sixty (60) day term following the issuance of the corresponding invoice by ECOPETROL to pay the amount of any overdue fees", "probability": 0.0015736507132547354 }, { "score": 6.589887619018555, "text": "16.2 The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of termination of the Contract.", "probability": 0.0014529544568086105 }, { "score": 6.433140754699707, "text": "This confidentiality clause shall keep its validity, inclusively after the date of termination of the Contract hereto, until the date in which all obligations set out in this clause are fulfilled.", "probability": 0.0012421604668534235 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Audit Rights": [ { "score": 12.806472778320312, "text": "At any time before starting any delivery or withdrawal and in intervals with a frequency not higher than two (2) times per month, the Sender may inspect, through an independent inspector, with previous approval from the Transporter, the accuracy of the results of the measurements and the samples taken to determine the quantity and quality of the Hydrocarbon.", "probability": 0.1769298844586888 }, { "score": 12.61553955078125, "text": "The Transporter shall administer the CVC process and the Senders may audit the process or request reviews thereto as long as the Transporter is timely informed and a working plan is coordinated between the parties.", "probability": 0.14617730366158396 }, { "score": 12.541881561279297, "text": "At any time before starting any delivery or withdrawal and in intervals with a frequency not higher than two (2) times per month, the Sender may inspect, through an independent inspector, with previous approval from the Transporter, the accuracy of the results of the measurements and the samples taken to determine the quantity and quality of the Hydrocarbon. The Sender shall bear the cost of said inspection. For this purpose the respective Sender shall notify the Transporter the name and title of the independent inspector at least five business days before the measurement of the corresponding Crude.", "probability": 0.13579716030571312 }, { "score": 12.507225036621094, "text": "The Transporter shall administer the CVC process and the Senders may audit the process or request reviews thereto as long as the Transporter is timely informed and a working plan is coordinated between the parties.", "probability": 0.13117151994962775 }, { "text": "", "score": 12.315994262695312, "probability": 0.10834006232107682 }, { "score": 12.217425346374512, "text": "At any time before starting any delivery or withdrawal and in intervals with a frequency not higher than two (2) times per month, the Sender may inspect, through an independent inspector, with previous approval from the Transporter, the accuracy of the results of the measurements and the samples taken to determine the quantity and quality of the Hydrocarbon. The Sender shall bear the cost of said inspection.", "probability": 0.09817053202790924 }, { "score": 11.855622291564941, "text": "For this purpose the respective Sender shall notify the Transporter the name and title of the independent inspector at least five business days before the measurement of the corresponding Crude.", "probability": 0.06836787389080247 }, { "score": 11.53071403503418, "text": "The Sender shall bear the cost of said inspection. For this purpose the respective Sender shall notify the Transporter the name and title of the independent inspector at least five business days before the measurement of the corresponding Crude.", "probability": 0.04940219111695807 }, { "score": 11.206257820129395, "text": "The Sender shall bear the cost of said inspection.", "probability": 0.035713849791689546 }, { "score": 10.643393516540527, "text": "At any time before starting any delivery or withdrawal and in intervals with a frequency not higher than two (2) times per month, the Sender may inspect, through an independent inspector, with previous approval from the Transporter, the accuracy of the results of the measurements and the samples taken to determine the quantity and quality of the Hydrocarbon", "probability": 0.02034172630241759 }, { "score": 10.562446594238281, "text": "The Transporter shall administer the CVC process and the Senders may audit the process or request reviews thereto as long as the Transporter is timely informed and a working plan is coordinated between the parties", "probability": 0.018760007380758698 }, { "score": 9.647587776184082, "text": "The Transporter shall administer the CVC process and the Senders may audit the process or request reviews thereto as long as the Transporter is timely informed and a working plan is coordinated between the parties", "probability": 0.0075147557345273345 }, { "score": 7.479930400848389, "text": "At any time before starting any delivery or withdrawal and in intervals with a frequency not higher than two (2) times per month, the Sender may inspect, through an independent inspector, with previous approval from the Transporter, the accuracy of the results of the measurements and the samples taken to determine the quantity and quality of the Hydrocarbon. The Sender shall bear the cost of said inspection. For this purpose the respective Sender shall notify the Transporter the name and title of the independent inspector at least five business days before the measurement of the corresponding Crude. 13.3.6 The calibration of the measurement equipment shall be made as required by the Operational circumstances or by written request received from a Sender in particular under the Transporter's judgment.", "probability": 0.0008600292691819221 }, { "score": 7.0003180503845215, "text": "In the commercialization of services, ECOPETROL must observe the norms, mercantile and credit customs, collect Receivables in a timely manner, assess any Receivables in default from time to time, and record in its financial statements any provisions and write-offs as they may apply, pursuant to the provisions in the document hereof.", "probability": 0.0005323781643897784 }, { "score": 6.793671131134033, "text": "For this purpose the respective Sender shall notify the Transporter the name and title of the independent inspector at least five business days before the measurement of the corresponding Crude. 13.3.6 The calibration of the measurement equipment shall be made as required by the Operational circumstances or by written request received from a Sender in particular under the Transporter's judgment.", "probability": 0.0004329867611771773 }, { "score": 6.665074825286865, "text": "At any time before starting any delivery or withdrawal and in intervals with a frequency not higher than two (2) times per month, the Sender may inspect, through an independent inspector, with previous approval from the Transporter, the accuracy of the results of the measurements and the samples taken to determine the quantity and quality of the Hydrocarbon. The Sender shall bear the cost of said inspection. For this purpose the respective Sender shall notify the Transporter the name and title of the independent inspector at least five business days before the measurement of the corresponding Crude. 13.3.6 The calibration of the measurement equipment shall be made as required by the Operational circumstances or by written request received from a Sender in particular under the Transporter's judgment. The meters factors shall be updated every time this procedure is conducted.", "probability": 0.0003807377610885098 }, { "score": 6.46876335144043, "text": "The Sender shall bear the cost of said inspection. For this purpose the respective Sender shall notify the Transporter the name and title of the independent inspector at least five business days before the measurement of the corresponding Crude. 13.3.6 The calibration of the measurement equipment shall be made as required by the Operational circumstances or by written request received from a Sender in particular under the Transporter's judgment.", "probability": 0.0003128736306870939 }, { "score": 6.466407775878906, "text": "13.3.5 At any time before starting any delivery or withdrawal and in intervals with a frequency not higher than two (2) times per month, the Sender may inspect, through an independent inspector, with previous approval from the Transporter, the accuracy of the results of the measurements and the samples taken to determine the quantity and quality of the Hydrocarbon.", "probability": 0.00031213750055426035 }, { "score": 6.213628768920898, "text": "Allow access to the Pipeline of any Third parties requesting it in those cases in which there is available Capacity, provided they fulfill the requirements established in this Manual.", "probability": 0.00024241831073387848 }, { "score": 6.201816558837891, "text": "13.3.5 At any time before starting any delivery or withdrawal and in intervals with a frequency not higher than two (2) times per month, the Sender may inspect, through an independent inspector, with previous approval from the Transporter, the accuracy of the results of the measurements and the samples taken to determine the quantity and quality of the Hydrocarbon. The Sender shall bear the cost of said inspection. For this purpose the respective Sender shall notify the Transporter the name and title of the independent inspector at least five business days before the measurement of the corresponding Crude.", "probability": 0.0002395716604341564 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Uncapped Liability": [ { "score": 13.359687805175781, "text": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.20903797191415965 }, { "score": 13.294898986816406, "text": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.19592405328559712 }, { "score": 12.78546142578125, "text": "In all other events, different than those in connection with the provision of the Service, ECOPETROL shall be liable to the extent in incurs in gross negligence. d) Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.11771771819676688 }, { "score": 12.614025115966797, "text": "The insurance company's liability in connection with each coverage is limited to the value established as insured amount in the from page or the annexes issued based on the policy, and shall not exceed in any case said amount, pursuant to the provisions in article 1079 of the code of commerce.", "probability": 0.09917175342590097 }, { "text": "", "score": 12.38909912109375, "probability": 0.07919611425501372 }, { "score": 11.844715118408203, "text": "In all other events, different than those in connection with the provision of the Service, ECOPETROL shall be liable to the extent in incurs in gross negligence.", "probability": 0.045949512183275455 }, { "score": 11.49643325805664, "text": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "probability": 0.03243575527327091 }, { "score": 11.359481811523438, "text": "ANY EQUITY DAMAGE GENERATED BY OR FROM BREACHING ATTRIBUTABLE TO THE CONTRACTOR AND RESULTING IN AMENDMENTS TO THE ORIGINAL CONTRACT, SAVE THERE HAS BEEN ACCEPTANCE OF THE SAME BY THE INSURANCE COMPANY WITH A WRITTEN RECORD.", "probability": 0.028284386132063914 }, { "score": 11.24580192565918, "text": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.\n\n a) The SENDER shall be liable for any damage caused to ECOPETROL for the default of its obligations under the Contract hereof and shall be responsible for any damage derived from or as a consequence of the actions or omissions of the SENDER, its workers, subordinates, contractors and subcontractors, except in cases of (i) gross negligence or willful misconduct by ECOPETROL, or (ii) a force majeure or unforeseen circumstances.", "probability": 0.02524504855715405 }, { "score": 11.109874725341797, "text": "THE IMPAIRMENT OR NORMAL DETERIORATION SUFFERED BY THE GOODS, PROPERTY OR WORKS CARRIED OUT AND COVERED BY THE POLICY, AS A CONSEQUENCE OF THE MERE PASSING OF TIME.", "probability": 0.022036558836027932 }, { "score": 11.040388107299805, "text": "IN THE EVENT OF FORCE MAJEURE, ACTS OF NATURE OR ANY OTHER LEGAL CAUSE OF EXEMPTION OF RESPONSIBILITY BY THE CONTRACTOR.\n\n ANY EQUITY DAMAGE GENERATED BY OR FROM BREACHING ATTRIBUTABLE TO THE CONTRACTOR AND RESULTING IN AMENDMENTS TO THE ORIGINAL CONTRACT, SAVE THERE HAS BEEN ACCEPTANCE OF THE SAME BY THE INSURANCE COMPANY WITH A WRITTEN RECORD.", "probability": 0.020557302310229245 }, { "score": 10.961406707763672, "text": "The SENDER shall be liable for any damage caused to ECOPETROL for the default of its obligations under the Contract hereof and shall be responsible for any damage derived from or as a consequence of the actions or omissions of the SENDER, its workers, subordinates, contractors and subcontractors, except in cases of (i) gross negligence or willful misconduct by ECOPETROL, or (ii) a force majeure or unforeseen circumstances.", "probability": 0.01899612140692279 }, { "score": 10.954971313476562, "text": "ANY EQUITY DAMAGE GENERATED BY OR FROM BREACHING ATTRIBUTABLE TO THE CONTRACTOR AND RESULTING IN AMENDMENTS TO THE ORIGINAL CONTRACT, SAVE THERE HAS BEEN ACCEPTANCE OF THE SAME BY THE INSURANCE COMPANY WITH A WRITTEN RECORD.\n\n ANY INJURY CAUSED BY THE CONTRACTOR OR BY ITS WORKERS TO ECOPETROL'S PERSONNEL OR ANY THIRD PARTIES, OR ANY DAMAGE CAUSED TO ECOPETROL'S PROPERTY OR ANY THIRD PARTIES, OCCURRING DURING THE EXECUTION OF THE CONTRACT, OR THOSE DERIVED IN GENERAL FROM THE EXTRA-CONTRACTUAL CIVIL LIABILITY OF THE CONTRACTOR.", "probability": 0.01887426638883181 }, { "score": 10.952810287475586, "text": "In the event of occurrence of an Excusable Event:\n\n\n\n\n\n e) Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "probability": 0.018833522648413616 }, { "score": 10.702179908752441, "text": "In the event of occurrence of an Excusable Event:\n\n\n\n\n\n e) Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.\n\n a) The SENDER shall be liable for any damage caused to ECOPETROL for the default of its obligations under the Contract hereof and shall be responsible for any damage derived from or as a consequence of the actions or omissions of the SENDER, its workers, subordinates, contractors and subcontractors, except in cases of (i) gross negligence or willful misconduct by ECOPETROL, or (ii) a force majeure or unforeseen circumstances.", "probability": 0.01465831898112086 }, { "score": 10.63587760925293, "text": "IN THE EVENT OF FORCE MAJEURE, ACTS OF NATURE OR ANY OTHER LEGAL CAUSE OF EXEMPTION OF RESPONSIBILITY BY THE CONTRACTOR.\n\n ANY EQUITY DAMAGE GENERATED BY OR FROM BREACHING ATTRIBUTABLE TO THE CONTRACTOR AND RESULTING IN AMENDMENTS TO THE ORIGINAL CONTRACT, SAVE THERE HAS BEEN ACCEPTANCE OF THE SAME BY THE INSURANCE COMPANY WITH A WRITTEN RECORD.\n\n ANY INJURY CAUSED BY THE CONTRACTOR OR BY ITS WORKERS TO ECOPETROL'S PERSONNEL OR ANY THIRD PARTIES, OR ANY DAMAGE CAUSED TO ECOPETROL'S PROPERTY OR ANY THIRD PARTIES, OCCURRING DURING THE EXECUTION OF THE CONTRACT, OR THOSE DERIVED IN GENERAL FROM THE EXTRA-CONTRACTUAL CIVIL LIABILITY OF THE CONTRACTOR.", "probability": 0.01371795725837454 }, { "score": 10.478691101074219, "text": "INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n THIS COVERAGE GUARANTEES THE REIMBURSEMENT TO ECOPETROL BY THE CONTRACTOR OF ANY BALANCE CORRESPONDING TO THE DIFFERENCE BETWEEN THE TOTAL AMOUNT RECEIVED BY THE CONTRACTOR AS PREPAYMENT AND ANY AMOUNT CORRESPONDING TO THE PORTION PERFORMED OF THE CONTRACT. THEREFORE, IF THE CONTRACT IS PARTIALLY PERFORMED, ANY REIMBURSEMENT AS IT MAY APPLY SHALL BE CALCULATED DEDUCTING FROM THE FULL AMOUNT GIVEN BY ECOPETROL TO THE CONTRACTOR AS THE PREPAYMENT, THE AMOUNT CORRESPONDING TO THE REMUNERATION OR PAYMENT OF THE PERFORMED PORTION OF THE CONTRACT.", "probability": 0.011722607181405212 }, { "score": 10.30081844329834, "text": "THEREFORE, IF THE CONTRACT IS PARTIALLY PERFORMED, ANY REIMBURSEMENT AS IT MAY APPLY SHALL BE CALCULATED DEDUCTING FROM THE FULL AMOUNT GIVEN BY ECOPETROL TO THE CONTRACTOR AS THE PREPAYMENT, THE AMOUNT CORRESPONDING TO THE REMUNERATION OR PAYMENT OF THE PERFORMED PORTION OF THE CONTRACT.", "probability": 0.009812396716878257 }, { "score": 10.281425476074219, "text": "ANY INJURY CAUSED BY THE CONTRACTOR OR BY ITS WORKERS TO ECOPETROL'S PERSONNEL OR ANY THIRD PARTIES, OR ANY DAMAGE CAUSED TO ECOPETROL'S PROPERTY OR ANY THIRD PARTIES, OCCURRING DURING THE EXECUTION OF THE CONTRACT, OR THOSE DERIVED IN GENERAL FROM THE EXTRA-CONTRACTUAL CIVIL LIABILITY OF THE CONTRACTOR.", "probability": 0.009623938517158587 }, { "score": 10.121878623962402, "text": "INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n THIS COVERAGE GUARANTEES THE REIMBURSEMENT TO ECOPETROL BY THE CONTRACTOR OF ANY BALANCE CORRESPONDING TO THE DIFFERENCE BETWEEN THE TOTAL AMOUNT RECEIVED BY THE CONTRACTOR AS PREPAYMENT AND ANY AMOUNT CORRESPONDING TO THE PORTION PERFORMED OF THE CONTRACT. THEREFORE, IF THE CONTRACT IS PARTIALLY PERFORMED, ANY REIMBURSEMENT AS IT MAY APPLY SHALL BE CALCULATED DEDUCTING FROM THE FULL AMOUNT GIVEN BY ECOPETROL TO THE CONTRACTOR AS THE PREPAYMENT, THE AMOUNT CORRESPONDING TO THE REMUNERATION OR PAYMENT OF THE PERFORMED PORTION OF THE CONTRACT.\n\n THIS COVERAGE PROTECTS ECOPETROL AGAINST ANY EQUITY DAMAGE SUCH AS GENERAL DAMAGE AND LOSS OF PROFITS RESULTING FROM ANY BREACHING ATTRIBUTABLE TO THE CONTRACTOR ON ANY OF THE OBLIGATIONS ARISING FROM THE GUARANTEED CONTRACT.", "probability": 0.00820469653143448 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Cap On Liability": [ { "score": 14.408750534057617, "text": "The insurance company's liability in connection with each coverage is limited to the value established as insured amount in the from page or the annexes issued based on the policy, and shall not exceed in any case said amount, pursuant to the provisions in article 1079 of the code of commerce.", "probability": 0.23854167978337038 }, { "score": 14.172090530395508, "text": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.1882713078527514 }, { "score": 13.635897636413574, "text": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.11013326752194527 }, { "score": 13.594115257263184, "text": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "probability": 0.10562644607844396 }, { "score": 12.96137523651123, "text": "In all other events, different than those in connection with the provision of the Service, ECOPETROL shall be liable to the extent in incurs in gross negligence. d) Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.05610184813198458 }, { "score": 12.79549789428711, "text": "In the event of occurrence of an Excusable Event:\n\n\n\n\n\n e) Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "probability": 0.04752668835164801 }, { "score": 12.75144100189209, "text": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.\n\n a) The SENDER shall be liable for any damage caused to ECOPETROL for the default of its obligations under the Contract hereof and shall be responsible for any damage derived from or as a consequence of the actions or omissions of the SENDER, its workers, subordinates, contractors and subcontractors, except in cases of (i) gross negligence or willful misconduct by ECOPETROL, or (ii) a force majeure or unforeseen circumstances.", "probability": 0.04547826506267481 }, { "score": 12.381088256835938, "text": "In case of failing to fulfill the obligations of the SENDER as a result of any actions or illegal omissions or deviations from the Contract, the SENDER agrees to pay ECOPETROL as a penalty, an amount equivalent to ten percent (10%) of the final value of the Contract.", "probability": 0.03140232000956924 }, { "text": "", "score": 12.250349044799805, "probability": 0.02755385804715398 }, { "score": 11.989956855773926, "text": "In all other events, different than those in connection with the provision of the Service, ECOPETROL shall be liable to the extent in incurs in gross negligence.", "probability": 0.02123711534520712 }, { "score": 11.952823638916016, "text": "In the event of occurrence of an Excusable Event:\n\n\n\n\n\n e) Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.\n\n a) The SENDER shall be liable for any damage caused to ECOPETROL for the default of its obligations under the Contract hereof and shall be responsible for any damage derived from or as a consequence of the actions or omissions of the SENDER, its workers, subordinates, contractors and subcontractors, except in cases of (i) gross negligence or willful misconduct by ECOPETROL, or (ii) a force majeure or unforeseen circumstances.", "probability": 0.0204629750470085 }, { "score": 11.847691535949707, "text": "THE IMPAIRMENT OR NORMAL DETERIORATION SUFFERED BY THE GOODS, PROPERTY OR WORKS CARRIED OUT AND COVERED BY THE POLICY, AS A CONSEQUENCE OF THE MERE PASSING OF TIME.", "probability": 0.018420884625651224 }, { "score": 11.682928085327148, "text": "The SENDER shall be liable for any damage caused to ECOPETROL for the default of its obligations under the Contract hereof and shall be responsible for any damage derived from or as a consequence of the actions or omissions of the SENDER, its workers, subordinates, contractors and subcontractors, except in cases of (i) gross negligence or willful misconduct by ECOPETROL, or (ii) a force majeure or unforeseen circumstances.", "probability": 0.015622647188233023 }, { "score": 11.66598892211914, "text": "ANY DEFAULT IN PAYMENT OF THE POLICY PREMIUM, THE CERTIFICATES OR ANNEXES ISSUED BASED ON SAID POLICY, SHALL NOT GENERATE THE AUTOMATIC TERMINATION OF THE CONTRACT, WITHOUT PREJUDICE OF THE RIGHT UNDER THE NAME OF THE INSURER TO REQUEST PAYMENT OF THE PREMIUM AND ANY EXPENSES CAUSED AS A RESULT OF THE ISSUANCE OF THE CONTRACT, ALL THESE PURSUANT TO THE PROVISIONS IN THE FINAL PARAGRAPH OF NUMERAL 19 OF ARTICLE 25 OF LAW 80, 1993.", "probability": 0.015360241359774743 }, { "score": 11.410491943359375, "text": "THE TOTAL INDEMNITY SHALL NOT EXCEED IN ANY CASE THE AMOUNT INSURED SET FORTH FOR SAID PURPOSE.", "probability": 0.01189699042135936 }, { "score": 11.389556884765625, "text": "ANY EQUITY DAMAGE GENERATED BY OR FROM BREACHING ATTRIBUTABLE TO THE CONTRACTOR AND RESULTING IN AMENDMENTS TO THE ORIGINAL CONTRACT, SAVE THERE HAS BEEN ACCEPTANCE OF THE SAME BY THE INSURANCE COMPANY WITH A WRITTEN RECORD.", "probability": 0.011650515218171268 }, { "score": 11.138097763061523, "text": "IN THE EVENT OF FORCE MAJEURE, ACTS OF NATURE OR ANY OTHER LEGAL CAUSE OF EXEMPTION OF RESPONSIBILITY BY THE CONTRACTOR.\n\n ANY EQUITY DAMAGE GENERATED BY OR FROM BREACHING ATTRIBUTABLE TO THE CONTRACTOR AND RESULTING IN AMENDMENTS TO THE ORIGINAL CONTRACT, SAVE THERE HAS BEEN ACCEPTANCE OF THE SAME BY THE INSURANCE COMPANY WITH A WRITTEN RECORD.", "probability": 0.009060200790040678 }, { "score": 11.1143217086792, "text": "The term for the performance coverage under no circumstances shall be less than that term of execution and liquidation of the contract.", "probability": 0.008847325656825647 }, { "score": 11.078182220458984, "text": "THE INSURANCE COMPANY SHALL MAKE THE PAYMENTS TO THE EXTENT THAT EACH OF THE WORKERS DEMONSTRATES THEIR RIGHTS AND THE AMOUNT INSURED SHALL BE DECREASING TO THE EXTENT THAT PAYMENTS ARE BEING MADE UNTIL COMPLETION, IF SUCH IS THE CASE.", "probability": 0.008533296440788086 }, { "score": 11.047098159790039, "text": "Pursuant to the provisions in the code of commerce, in case of existence, at the time of the incident or loss, of any other insurance for the same coverage in connection with the contract thereto, the amount of the indemnity as it may apply shall be distributed between the insurers in proportion to the amounts of their respective insurance contracts without exceeding the amount insured as set forth in the contract.", "probability": 0.008272127067398702 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Liquidated Damages": [ { "score": 13.409055709838867, "text": "In case of failing to fulfill the obligations of the SENDER as a result of any actions or illegal omissions or deviations from the Contract, the SENDER agrees to pay ECOPETROL as a penalty, an amount equivalent to ten percent (10%) of the final value of the Contract.", "probability": 0.2840686387262726 }, { "score": 12.31655502319336, "text": "If the nomination is accepted, the Third Party or Sender shall Pay to the Transporter as a penalty, two (2%) of the applicable rate to the volumes in barrels delivered in the Pipeline in the respective month.", "probability": 0.09527002307931524 }, { "score": 12.21933364868164, "text": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.08644374309035378 }, { "text": "", "score": 12.188907623291016, "probability": 0.08385321317668917 }, { "score": 12.144498825073242, "text": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "probability": 0.08021086743343851 }, { "score": 11.994424819946289, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.0690330244091548 }, { "score": 11.645875930786133, "text": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "probability": 0.04871739316784927 }, { "score": 11.578872680664062, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.04556012423600375 }, { "score": 11.564347267150879, "text": "In case of failing to fulfill the obligations of the SENDER as a result of any actions or illegal omissions or deviations from the Contract, the SENDER agrees to pay ECOPETROL as a penalty, an amount equivalent to ten percent (10%) of the final value of the Contract. 12.2 Said sum shall be charged to the amount of damage suffered by ECOPETROL, and its value may be taken directly from the balance in favor of the SENDER if there is any, or else from the Bond.", "probability": 0.04490312771629787 }, { "score": 11.138692855834961, "text": "The Transportation fee for volumes delivered 22.2.2.1.1 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.029337103343099205 }, { "score": 10.876850128173828, "text": "In the event of occurrence of an Excusable Event:\n\n\n\n\n\n e) Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "probability": 0.02257877516371825 }, { "score": 10.733088493347168, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.019555345538272813 }, { "score": 10.440071105957031, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.\n\n\n\n 22.2.1.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered when these are above the Contracted Capacity in firm. When they are equal or less the Sender shall pay the Transportation fee on the Contracted Capacity in firm. In this case there shall not be any sanction, without prejudice of the application of other types of sanctions. 22.2.2 Sender without Contracted Capacity in firm: 22.2.2.1 If by any reason, the delivery is less than 95% or more than 105% of its scheduled Capacity, the Sender shall Pay: 22.2.2.1.1 The Transportation fee for volumes delivered 22.2.2.1.1 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.01458846708296226 }, { "score": 10.430065155029297, "text": "ANY EQUITY DAMAGE GENERATED BY OR FROM BREACHING ATTRIBUTABLE TO THE CONTRACTOR AND RESULTING IN AMENDMENTS TO THE ORIGINAL CONTRACT, SAVE THERE HAS BEEN ACCEPTANCE OF THE SAME BY THE INSURANCE COMPANY WITH A WRITTEN RECORD.", "probability": 0.014443223459307193 }, { "score": 10.285285949707031, "text": "Said sum shall be charged to the amount of damage suffered by ECOPETROL, and its value may be taken directly from the balance in favor of the SENDER if there is any, or else from the Bond.", "probability": 0.01249646912597342 }, { "score": 10.235769271850586, "text": "In case of failing to fulfill the obligations of the SENDER as a result of any actions or illegal omissions or deviations from the Contract, the SENDER agrees to pay ECOPETROL as a penalty, an amount equivalent to ten percent (10%) of the final value of the Contract", "probability": 0.011892755778354342 }, { "score": 10.214856147766113, "text": "22.2.1.1.2 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.", "probability": 0.011646623766310362 }, { "score": 10.090791702270508, "text": "The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity. 22.2.2.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered. In this case there shall not be any sanction, without prejudice of the application of other types of sanctions. 22.3 For the second and all faults thereafter occurring in a twelve month period counted from the date of occurrence of the last fault, sanctions shall be 10%, without prejudice of other types of sanctions as the may be applicable.", "probability": 0.010287729630305761 }, { "score": 9.898595809936523, "text": "THIS COVERAGE PROTECTS ECOPETROL AGAINST ANY EQUITY DAMAGE SUCH AS GENERAL DAMAGE AND LOSS OF PROFITS RESULTING FROM ANY BREACHING ATTRIBUTABLE TO THE CONTRACTOR ON ANY OF THE OBLIGATIONS ARISING FROM THE GUARANTEED CONTRACT.", "probability": 0.0084888708574658 }, { "score": 9.650611877441406, "text": "The Transportation fee for volumes delivered 22.2.2.1.1 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity. 22.2.2.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee for volumes delivered. In this case there shall not be any sanction, without prejudice of the application of other types of sanctions. 22.3 For the second and all faults thereafter occurring in a twelve month period counted from the date of occurrence of the last fault, sanctions shall be 10%, without prejudice of other types of sanctions as the may be applicable.", "probability": 0.0066244812188558004 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Warranty Duration": [ { "score": 14.370796203613281, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.40568968853495085 }, { "score": 13.33336353302002, "text": "Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.14376152966385033 }, { "score": 12.813835144042969, "text": "The Transporter shall preserve said sample for a period no longer than 15 calendar days in case there are any claims regarding a specific delivery or withdrawal.", "probability": 0.08550950110818838 }, { "score": 12.510592460632324, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.", "probability": 0.06314191489480794 }, { "text": "", "score": 12.00156021118164, "probability": 0.03795315214930107 }, { "score": 11.976462364196777, "text": "For claims regarding the quantity or quality of Hydrocarbons, these shall be presented in writing at the latest within fifteen (15) calendar days after the date of delivery or withdrawal of the Hydrocarbon or the date in which the report for the Volumetric Compensation for Quality is issued.", "probability": 0.03701246374876753 }, { "score": 11.947795867919922, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area 8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs", "probability": 0.03596650964093951 }, { "score": 11.672422409057617, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.027308957416144343 }, { "score": 11.616616249084473, "text": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "probability": 0.02582669375916644 }, { "score": 11.501626968383789, "text": "The meters calibration factor shall be effective only after the date of the last calibration and the parties participating in the calibration shall issue a certificate; otherwise this shall be documented in a letter from the Transporter to the Senders.", "probability": 0.023021287196716318 }, { "score": 11.355779647827148, "text": "This Letter of Credit shall be valid from [______] of 20 [ ] until the date of occurrence [ ][ ] calendar days after [ ] of [ ].", "probability": 0.01989706030846227 }, { "score": 11.220734596252441, "text": "The calibration factor of the meters shall be effective only after the date of the latest calibration except in case of manifest error in which case the last factor of valid calibration shall be applied.", "probability": 0.017383595011349066 }, { "score": 11.203657150268555, "text": "On the reception date if delivered personally, or b) Twenty four (24) hours after the transmission date, if transmitted by facsimile, electronic mail or any other means through which its delivery and reception may be proved; provided however, confirmation is received within the following three (3) days; whatever occurs first.", "probability": 0.017089248106774285 }, { "score": 10.917205810546875, "text": "The Transporter shall preserve said sample for a period no longer than 15 calendar days in case there are any claims regarding a specific delivery or withdrawal.", "probability": 0.012832720013723625 }, { "score": 10.91036319732666, "text": "Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs", "probability": 0.012745210412725659 }, { "score": 10.783138275146484, "text": "ECOPETROL shall notify the SENDER within twenty four hours (24) following the moment of occurrence, making the commitment to submit all details within the following five (5) business days.", "probability": 0.011222611476685624 }, { "score": 10.515726089477539, "text": "For claims regarding the quantity or quality of Hydrocarbons, these shall be presented in writing at the latest within fifteen (15) calendar days after the date of delivery or withdrawal of the Hydrocarbon or the date in which the report for the Volumetric Compensation for Quality is issued.", "probability": 0.00858931027886397 }, { "score": 10.268396377563477, "text": "From January 30, 2012 until July 29, 2012", "probability": 0.006707247964011322 }, { "score": 9.81993293762207, "text": "The Transporter shall not accept Crude Oil delivered by any Sender if this may cause impairment to the Pipeline of the Crudes or mixtures transported (without consideration of whether or not the Crude Oil meets the minimum quality specifications).", "probability": 0.0042833066257506654 }, { "score": 9.76589584350586, "text": "The Transporter shall be entitled, with a previous provisional notice, to remove and sell the Crude of any Sender that fails to comply with any of the specifications at its Sole discretion. If the Transporter exercises its right of sale pursuant to this clause, the Transporter shall deduct from the proceeds of such sale all costs incurred by the Transporter with respect to the storage, removal and sale of such Crude Oil. The Transporter shall pay the balance to the Sender.\n\n\n\n 28\n\n\n\n\n\n Operation and Transport Regulations Version 1 16.1.7 The Transporter shall not accept Crude Oil delivered by any Sender if this may cause impairment to the Pipeline of the Crudes or mixtures transported (without consideration of whether or not the Crude Oil meets the minimum quality specifications).", "probability": 0.0040579916888208965 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Insurance": [ { "text": "", "score": 12.244264602661133, "probability": 0.11274891555419388 }, { "score": 12.230890274047852, "text": "If there is any co-insurance as referred to in article 1095 of the code of commerce, the amount of the indemnity, as it may apply, shall be distributed between the insurers at a pro rate of the amounts of their respective insurance, without solidarity between participating insurers and without exceeding the amount insured under the insurance contract.", "probability": 0.11125101355133317 }, { "score": 12.066473007202148, "text": "the Transporter and the interested Senders in the Sole Risk Proposal shall obtain the necessary bonds and insurance to cover any Risk derived from the Sole Risk Proposal under terms reasonably acceptable for the Transporter, without prejudice of obtaining all other bonds and insurance requested by the Transporter.", "probability": 0.09438401863821866 }, { "score": 12.065508842468262, "text": "If there is any co-insurance as referred to in article 1095 of the code of commerce, the amount of the indemnity, as it may apply, shall be distributed between the insurers at a pro rate of the amounts of their respective insurance, without solidarity between participating insurers and without exceeding the amount insured under the insurance contract.", "probability": 0.09429306075224446 }, { "score": 11.728317260742188, "text": "Pursuant to the provisions in the code of commerce, in case of existence, at the time of the incident or loss, of any other insurance for the same coverage in connection with the contract thereto, the amount of the indemnity as it may apply shall be distributed between the insurers in proportion to the amounts of their respective insurance contracts without exceeding the amount insured as set forth in the contract.", "probability": 0.06730375420788663 }, { "score": 11.680572509765625, "text": "The insurance company's liability in connection with each coverage is limited to the value established as insured amount in the from page or the annexes issued based on the policy, and shall not exceed in any case said amount, pursuant to the provisions in article 1079 of the code of commerce.", "probability": 0.06416585831527831 }, { "score": 11.676689147949219, "text": "the Transporter and the interested Senders in the Sole Risk Proposal shall obtain the necessary bonds and insurance to cover any Risk derived from the Sole Risk Proposal under terms reasonably acceptable for the Transporter, without prejudice of obtaining all other bonds and insurance requested by the Transporter.", "probability": 0.06391716227207715 }, { "score": 11.626328468322754, "text": "Pursuant to the provisions in the code of commerce, in case of existence, at the time of the incident or loss, of any other insurance for the same coverage in connection with the contract thereto, the amount of the indemnity as it may apply shall be distributed between the insurers in proportion to the amounts of their respective insurance contracts without exceeding the amount insured as set forth in the contract.", "probability": 0.060777960158048136 }, { "score": 11.290156364440918, "text": "Pursuant to the provisions in the code of commerce, in case of existence, at the time of the incident or loss, of any other insurance for the same coverage in connection with the contract thereto, the amount of the indemnity as it may apply shall be distributed between the insurers in proportion to the amounts of their respective insurance contracts without exceeding the amount insured as set forth in the contract.\n\n\n\n 5. AMOUNT INSURED\n\n 6. COMPENSATION OF OBLIGATIONS\n\n 7. SUBROGATION\n\n 8. ASSIGNMENT OF THE CONTRACT\n\n 9. COEXISTING INSURANCE\n\n 9\n\n\n\n\n\n INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor.", "probability": 0.04342586025101931 }, { "score": 11.119457244873047, "text": "The insurance company's liability in connection with each coverage is limited to the value established as insured amount in the from page or the annexes issued based on the policy, and shall not exceed in any case said amount, pursuant to the provisions in article 1079 of the code of commerce. The amount of the insured value may be reestablished with the express previous acceptance from the insurance company when there is a formal request by ECOPETROL or the contractor, thus generating an additional premium charge which shall be previously paid by the policyholder.", "probability": 0.036611265822579175 }, { "score": 11.018253326416016, "text": "In the cases of numerals 2.2 and 2.3 payment shall be made within the following month after delivery of the written communication by ECOPETROL to the insurance company accompanied by the documents proving the occurrence of the loss and the amount of any damage.\n\n The insurance company's liability in connection with each coverage is limited to the value established as insured amount in the from page or the annexes issued based on the policy, and shall not exceed in any case said amount, pursuant to the provisions in article 1079 of the code of commerce.", "probability": 0.03308738473637316 }, { "score": 10.960330963134766, "text": "Performance Insurance Policy Four thousand forty seven millions of Colombian pesos ($4.047.000.000)", "probability": 0.031225333005593797 }, { "score": 10.908268928527832, "text": "The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor.", "probability": 0.029641271157351663 }, { "score": 10.832496643066406, "text": "The term of the coverage included in the policy hereof shall be recorded in the front page of the same or through annexes according to the nature of each of them.", "probability": 0.027478266980167174 }, { "score": 10.829575538635254, "text": "In those cases in which the amount of the contract or the term of the same are increased or decreased, or in general when the stipulations of the original contract are somehow amended according to the law by the parties, the respective amendment to the insurance as it may apply, must be previously accepted by the insurance company in order to make it effective.", "probability": 0.027398117212643718 }, { "score": 10.618047714233398, "text": "The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor.\n\n It is stated for the record that ECOPETROL shall not accept any objections from the insurance company regarding the exceptions or defense resulting from the conduct of the policyholder, in particular those derived from any inaccuracy or reticence incurred by the contactor in the contracting of insurance or its omission regarding the duty to report the seriousness of a risk situation, or in general any other exceptions the insurance company may have against the contractor.\n\n ECOPETROL shall timely notify the insurance company on any administrative action issued in connection with the guaranteed contract, in particular those on expiration and unilateral termination of the contract, being the insurance company entitled to file any pertinent legal action against said administrative actions pursuant to the provisions in the Administrative Code.\n\n In those cases in which the amount of the contract or the term of the same are increased or decreased, or in general when the stipulations of the original contract are somehow amended according to the law by the parties, the respective amendment to the insurance as it may apply, must be previously accepted by the insurance company in order to make it effective.", "probability": 0.022174577427658607 }, { "score": 10.600662231445312, "text": "The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by the insurance company nor by the contractor.", "probability": 0.021792393545477396 }, { "score": 10.527276039123535, "text": "In those cases in which the amount of the contract or the term of the same are increased or decreased, or in general when the stipulations of the original contract are somehow amended according to the law by the parties, the respective amendment to the insurance as it may apply, must be previously accepted by the insurance company in order to make it effective.\n\n When the discussion regarding any breaching of the contract occurs in an arbitration process between ECOPETROL and the contractor, the insurance company is committed in advance to accept the guarantee call made inside said process.", "probability": 0.020250405066862032 }, { "score": 10.473731994628906, "text": "When the discussion regarding any breaching of the contract occurs in an arbitration process between ECOPETROL and the contractor, the insurance company is committed in advance to accept the guarantee call made inside said process.\n\n The insurance company is entitled to conduct vigilance on the contractor regarding the execution of the contract, and ECOPETROL shall provide the necessary cooperation. In those cases in which the contract has as a purpose any issues in connection with public order and the national security, ECOPETROL shall forbid or limit this power to the insurance company. ECOPETROL makes the commitment to carry out strict control on the development of the contract and the handling of the corresponding funds and goods within the legal provisions that said control confers.\n\n If there is any co-insurance as referred to in article 1095 of the code of commerce, the amount of the indemnity, as it may apply, shall be distributed between the insurers at a pro rate of the amounts of their respective insurance, without solidarity between participating insurers and without exceeding the amount insured under the insurance contract.", "probability": 0.019194633834046952 }, { "score": 10.457138061523438, "text": "In the cases of numerals 2.2 and 2.3 payment shall be made within the following month after delivery of the written communication by ECOPETROL to the insurance company accompanied by the documents proving the occurrence of the loss and the amount of any damage.\n\n The insurance company's liability in connection with each coverage is limited to the value established as insured amount in the from page or the annexes issued based on the policy, and shall not exceed in any case said amount, pursuant to the provisions in article 1079 of the code of commerce. The amount of the insured value may be reestablished with the express previous acceptance from the insurance company when there is a formal request by ECOPETROL or the contractor, thus generating an additional premium charge which shall be previously paid by the policyholder.", "probability": 0.0188787475109465 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Covenant Not To Sue": [ { "text": "", "score": 12.216814041137695, "probability": 0.9109267531286758 }, { "score": 8.709715843200684, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.027313041353369504 }, { "score": 8.62310791015625, "text": "The SENDER shall hold ECOPETROL harmless against any claim, action or damages which may result from suits, claims or administrative, judicial or extrajudicial actions from any third persons alleging ownership or possession on the crude to be shipped.", "probability": 0.025047057619520297 }, { "score": 7.979471206665039, "text": "The Parties state to be aware of the public order and security conditions of the areas in which the purpose of the Contract shall be developed, and each Party assumes its own and exclusive responsibility for the risks derived from such conditions, and therefore, shall not take any claim or action against the other Party due to any damage or injuries suffered by said Party on its property, personnel, its agents, contractors or subcontractors (including its employees or subordinates) resulting from public order or security conditions.", "probability": 0.013159180564747873 }, { "score": 7.388828277587891, "text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the SENDER in the following events:", "probability": 0.007289804497537881 }, { "score": 7.051485061645508, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.005202469994859682 }, { "score": 6.287123203277588, "text": "THIS COVERAGE PROTECTS ECOPETROL AGAINST ANY EQUITY DAMAGE INCLUDING LOSS OF PROFITS ATTRIBUTABLE TO THE CONTRACTOR RESULTING FROM NONCOMPLIANCE WITH THE PROVISION OF SPARE PARTS AND ACCESSORIES PURSUANT TO THE STIPULATIONS IN THE CONTRACT.", "probability": 0.002422431174535237 }, { "score": 5.752832412719727, "text": "The Transporter reserves the right to either accept or reject any Hydrocarbon being affected under the terms abovementioned.", "probability": 0.0014197500896165444 }, { "score": 5.637543201446533, "text": "The Senders and Third parties shall indemnify and hold the Transporter and the owner harmless against any costs, claims, litigations, judicial or extra-judicial action, and decisions of any kind, which may be brought against the Transporter or owner, and in general by any procedure intended by any Third parties.", "probability": 0.0012651512137838326 }, { "score": 5.513498306274414, "text": "It is stated for the record that ECOPETROL shall not accept any objections from the insurance company regarding the exceptions or defense resulting from the conduct of the policyholder, in particular those derived from any inaccuracy or reticence incurred by the contactor in the contracting of insurance or its omission regarding the duty to report the seriousness of a risk situation, or in general any other exceptions the insurance company may have against the contractor.", "probability": 0.0011175589037993622 }, { "score": 5.487883567810059, "text": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "probability": 0.0010892964378650097 }, { "score": 4.9490437507629395, "text": "IN THE EVENT OF FORCE MAJEURE, ACTS OF NATURE OR ANY OTHER LEGAL CAUSE OF EXEMPTION OF RESPONSIBILITY BY THE CONTRACTOR.", "probability": 0.0006355224902934025 }, { "score": 4.7723388671875, "text": "After this lapse of time it will not be possible to make any claims in this sense.", "probability": 0.000532585046382065 }, { "score": 4.449235916137695, "text": "The rejection of a request due to any justified event by the Transporter shall not be considered as a breaching of the obligations of the same and this shall be made without prejudice of other actions the Transporter or the owner may have to make effective the any damages that a Sender or a Third Party may have caused.", "probability": 0.00038553795522749544 }, { "score": 4.4467692375183105, "text": "The SENDER shall hold ECOPETROL harmless against any claim, action or damages which may result from suits, claims or administrative, judicial or extrajudicial actions from any third persons alleging ownership or possession on the crude to be shipped", "probability": 0.00038458812893607877 }, { "score": 4.4109206199646, "text": "COVERAGE PROVIDED IN THE POLICY HEREOF SHALL NOT APPLY IN THE FOLLOWING CASES:\n\n IN THE EVENT OF FORCE MAJEURE, ACTS OF NATURE OR ANY OTHER LEGAL CAUSE OF EXEMPTION OF RESPONSIBILITY BY THE CONTRACTOR.", "probability": 0.00037104537107163823 }, { "score": 4.401878833770752, "text": "It is stated for the record that ECOPETROL shall not accept any objections from the insurance company regarding the exceptions or defense resulting from the conduct of the policyholder, in particular those derived from any inaccuracy or reticence incurred by the contactor in the contracting of insurance or its omission regarding the duty to report the seriousness of a risk situation, or in general any other exceptions the insurance company may have against the contractor.", "probability": 0.00036770557975109996 }, { "score": 4.398028373718262, "text": "By virtue of the indemnity payment pursuant to article 1096 of the code of commerce and according to article 203 of Decree 663 of 1993 (EOSF) Code of the Financial System, the insurance company subrogates up to the amount paid by said company on the rights ECOPETROL may be entitled against the contractor resulting from the occurrence of the loss.", "probability": 0.00036629246641931354 }, { "score": 4.382885456085205, "text": "It is stated for the record that ECOPETROL shall not accept any objections from the insurance company regarding the exceptions or defense resulting from the conduct of the policyholder, in particular those derived from any inaccuracy or reticence incurred by the contactor in the contracting of insurance or its omission regarding the duty to report the seriousness of a risk situation, or in general any other exceptions the insurance company may have against the contractor.\n\n ECOPETROL shall timely notify the insurance company on any administrative action issued in connection with the guaranteed contract, in particular those on expiration and unilateral termination of the contract, being the insurance company entitled to file any pertinent legal action against said administrative actions pursuant to the provisions in the Administrative Code.\n\n In those cases in which the amount of the contract or the term of the same are increased or decreased, or in general when the stipulations of the original contract are somehow amended according to the law by the parties, the respective amendment to the insurance as it may apply, must be previously accepted by the insurance company in order to make it effective.\n\n When the discussion regarding any breaching of the contract occurs in an arbitration process between ECOPETROL and the contractor, the insurance company is committed in advance to accept the guarantee call made inside said process.", "probability": 0.00036078751547377255 }, { "score": 4.3336100578308105, "text": "Indemnify the Transporter and the owner for any damage which may be caused by, or as a consequence of failing to fulfill its obligations.", "probability": 0.0003434404681343417 } ], "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Third Party Beneficiary": [ { "text": "", "score": 12.205713272094727, "probability": 0.6706616175738825 }, { "score": 10.549448013305664, "text": "In the case of local financial institutions, the bond shall expressly state that the issuer waves the benefit of excussio stipulated in article 2383 of the Colombian Civil Code.", "probability": 0.1279960565530518 }, { "score": 10.400105476379395, "text": "By means of this document we are informing to you, Ecopetrol S A (the \"Beneficiary\") that, by request from [________________________] (the \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the Republic of Colombia and with tax ID [______] (the \"Beneficiary\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 0.11023968152527264 }, { "score": 8.574542999267578, "text": "Beneficiary: Ecopetrol S A Applicant: [_______________________]", "probability": 0.01776258788559392 }, { "score": 8.557100296020508, "text": "Beneficiary: Ecopetrol S A Applicant: [_______________________] By means of this document we are informing to you, Ecopetrol S A (the \"Beneficiary\") that, by request from [________________________] (the \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the Republic of Colombia and with tax ID [______] (the \"Beneficiary\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 0.017455446808747437 }, { "score": 8.295116424560547, "text": "Applicant: [_______________________] By means of this document we are informing to you, Ecopetrol S A (the \"Beneficiary\") that, by request from [________________________] (the \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the Republic of Colombia and with tax ID [______] (the \"Beneficiary\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 0.013432375385929538 }, { "score": 8.064454078674316, "text": "Beneficiary: Ecopetrol S A", "probability": 0.01066540707707254 }, { "score": 7.469784736633301, "text": "Beneficiary: Ecopetrol S A", "probability": 0.005884584756580963 }, { "score": 7.18666934967041, "text": "Beneficiary: Ecopetrol S A Applicant: [_______________________]", "probability": 0.004433639443715243 }, { "score": 6.924685478210449, "text": "Applicant: [_______________________]", "probability": 0.0034117894538226628 }, { "score": 6.699934482574463, "text": "Ecopetrol S A Applicant: [_______________________]", "probability": 0.00272504767815981 }, { "score": 6.699370384216309, "text": "By means of this document we are informing to you, Ecopetrol S A (the \"Beneficiary\") that, by request from [________________________] (the \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the Republic of Colombia and with tax ID [______] (the \"Beneficiary\"),", "probability": 0.0027235109167217204 }, { "score": 6.66495418548584, "text": "With a monthly frequency, in the Third week of the calendar month after the month of Operation the exercise of volumetric compensation for quality shall be conducted.", "probability": 0.0026313726427824465 }, { "score": 6.630517959594727, "text": "Applicant: [_______________________]", "probability": 0.0025423005553447562 }, { "score": 6.323843955993652, "text": "8.4 In the case of local financial institutions, the bond shall expressly state that the issuer waves the benefit of excussio stipulated in article 2383 of the Colombian Civil Code.", "probability": 0.0018708547237285822 }, { "score": 6.189845085144043, "text": "Ecopetrol S A", "probability": 0.001636232801241097 }, { "score": 5.936313629150391, "text": "Pursuant to the provisions in the code of commerce, in case of existence, at the time of the incident or loss, of any other insurance for the same coverage in connection with the contract thereto, the amount of the indemnity as it may apply shall be distributed between the insurers in proportion to the amounts of their respective insurance contracts without exceeding the amount insured as set forth in the contract.", "probability": 0.001269807191350151 }, { "score": 5.6104230880737305, "text": "Issuing Bank: [____________________] Beneficiary: Ecopetrol S A Applicant: [_______________________] By means of this document we are informing to you, Ecopetrol S A (the \"Beneficiary\") that, by request from [________________________] (the \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the Republic of Colombia and with tax ID [______] (the \"Beneficiary\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 0.000916653748195858 }, { "score": 5.564492702484131, "text": "Beneficiary\") that, by request from [________________________] (the \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the Republic of Colombia and with tax ID [______] (the \"Beneficiary\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 0.0008755037398817316 }, { "score": 5.553034782409668, "text": "Ecopetrol S A Applicant: [_______________________] By means of this document we are informing to you, Ecopetrol S A (the \"Beneficiary\") that, by request from [________________________] (the \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the Republic of Colombia and with tax ID [______] (the \"Beneficiary\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\") to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").", "probability": 0.0008655295389247476 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Document Name": [ { "score": 13.770536422729492, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1", "probability": 0.28403752449549924 }, { "score": 13.324633598327637, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 This NON-COMPETITION AGREEMENT AMENDMENT NO. 1", "probability": 0.18185388474000158 }, { "score": 13.0595064163208, "text": "NON-COMPETITION AGREEMENT", "probability": 0.1395016391720402 }, { "score": 12.613603591918945, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 This NON-COMPETITION AGREEMENT", "probability": 0.08931536442620798 }, { "score": 12.227178573608398, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1", "probability": 0.06068815316885505 }, { "score": 12.147270202636719, "text": "Non-Competition Agreement Amendment No. 1", "probability": 0.05602735971952418 }, { "score": 11.685176849365234, "text": "Non-Competition Agreement", "probability": 0.03529519319570873 }, { "score": 11.256049156188965, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (", "probability": 0.022979880940403236 }, { "score": 10.972785949707031, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO.", "probability": 0.017311237981513603 }, { "score": 10.810145378112793, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 This NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (", "probability": 0.014712762484157909 }, { "score": 10.615612030029297, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment", "probability": 0.012111821573906991 }, { "score": 10.604188919067383, "text": "AMENDMENT NO. 1", "probability": 0.011974254112206406 }, { "score": 10.559968948364258, "text": "NON-COMPETITION AGREEMENT", "probability": 0.011456289535210863 }, { "score": 10.52688217163086, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 This NON-COMPETITION AGREEMENT AMENDMENT NO.", "probability": 0.011083440048679102 }, { "score": 10.50965404510498, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017, by and between VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.\n\nWHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party.\n\nWHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement.\n\nWHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement.\n\nAGREEMENT", "probability": 0.010894128564690447 }, { "score": 10.477442741394043, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment\")", "probability": 0.010548805983554645 }, { "score": 10.225228309631348, "text": "AMENDMENT NO. 1 This NON-COMPETITION AGREEMENT AMENDMENT NO. 1", "probability": 0.008197246005245733 }, { "score": 10.169708251953125, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 This NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment", "probability": 0.0077545377423642245 }, { "score": 10.106775283813477, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO.", "probability": 0.007281560684869278 }, { "score": 10.063750267028809, "text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 This NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017, by and between VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.\n\nWHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party.\n\nWHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement.\n\nWHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement.\n\nAGREEMENT", "probability": 0.006974915425360689 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Parties": [ { "score": 12.50759220123291, "text": "VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\".", "probability": 0.12203984772554917 }, { "score": 12.429642677307129, "text": "VIVINT SOLAR, INC.,", "probability": 0.11288821577707363 }, { "score": 12.421610832214355, "text": "VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC.,", "probability": 0.11198514662570287 }, { "score": 12.39271354675293, "text": "Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\".", "probability": 0.10879538950225527 }, { "score": 12.289270401000977, "text": "VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\".", "probability": 0.09810377155665438 }, { "score": 12.203289031982422, "text": "VIVINT, INC.,", "probability": 0.09002113200774203 }, { "score": 11.883747100830078, "text": "VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar", "probability": 0.06539870857461832 }, { "score": 11.752314567565918, "text": "VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\").", "probability": 0.05734410098780981 }, { "score": 11.533992767333984, "text": "VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\").", "probability": 0.046097014116906934 }, { "score": 11.199397087097168, "text": "VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"),", "probability": 0.03298828498452007 }, { "score": 10.884759902954102, "text": "Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\".", "probability": 0.0240832195519494 }, { "score": 10.798778533935547, "text": "Vivint Solar\"), and VIVINT, INC.,", "probability": 0.022099035052953738 }, { "score": 10.530555725097656, "text": "VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint", "probability": 0.016899957987349657 }, { "score": 10.490591049194336, "text": "together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\".", "probability": 0.01623787473448987 }, { "score": 10.404609680175781, "text": "together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC.,", "probability": 0.01490005778375746 }, { "score": 10.312232971191406, "text": "VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint", "probability": 0.013585300764167535 }, { "score": 10.260913848876953, "text": "Vivint Solar", "probability": 0.01290570239411648 }, { "score": 10.164037704467773, "text": "VIVINT SOLAR: VIVINT SOLAR, INC.,", "probability": 0.011714098487893471 }, { "score": 10.12948226928711, "text": "Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\").", "probability": 0.011316226624637635 }, { "score": 10.063807487487793, "text": "VIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT: VIVINT, INC.,", "probability": 0.010596914759852305 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Agreement Date": [ { "score": 15.46381950378418, "text": "August 16, 2017", "probability": 0.7193670239780804 }, { "score": 14.512110710144043, "text": "August 16, 2017,", "probability": 0.2777337437188277 }, { "text": "", "score": 9.023757934570312, "probability": 0.0011483316188391538 }, { "score": 7.902848243713379, "text": "as of August 16, 2017", "probability": 0.0003743367191273712 }, { "score": 7.39979362487793, "text": "August 16", "probability": 0.00022635421426333928 }, { "score": 7.0870513916015625, "text": "16, 2017", "probability": 0.00016556417082365488 }, { "score": 6.976772785186768, "text": "This NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017", "probability": 0.00014827671920549247 }, { "score": 6.951139450073242, "text": "as of August 16, 2017,", "probability": 0.00014452419272673807 }, { "score": 6.922055721282959, "text": "August", "probability": 0.0001403814258694454 }, { "score": 6.875835418701172, "text": ", 2017", "probability": 0.00013404061966995701 }, { "score": 6.615954399108887, "text": "August 16,", "probability": 0.00010336452998093088 }, { "score": 6.135342597961426, "text": "16, 2017,", "probability": 6.392113546472253e-05 }, { "score": 6.025063991546631, "text": "This NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017,", "probability": 5.724678357308417e-05 }, { "score": 5.924126625061035, "text": ", 2017,", "probability": 5.175049991235495e-05 }, { "score": 5.888683319091797, "text": "is entered into as of August 16, 2017", "probability": 4.994841566992499e-05 }, { "score": 5.286423683166504, "text": "entered into as of August 16, 2017", "probability": 2.735039990035842e-05 }, { "score": 4.93697452545166, "text": "is entered into as of August 16, 2017,", "probability": 1.9284120642782098e-05 }, { "score": 4.869467735290527, "text": "of August 16, 2017", "probability": 1.8025279737542772e-05 }, { "score": 4.748529434204102, "text": "2017", "probability": 1.597199540298811e-05 }, { "score": 4.334714889526367, "text": "entered into as of August 16, 2017,", "probability": 1.0559462281892221e-05 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Effective Date": [ { "score": 15.326289176940918, "text": "August 16, 2017", "probability": 0.47740059776501076 }, { "score": 14.486137390136719, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 0.2060675812329442 }, { "score": 14.320534706115723, "text": "August 16, 2017,", "probability": 0.1746181334657504 }, { "score": 13.411402702331543, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 0.07034906490418648 }, { "score": 12.63295841217041, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017", "probability": 0.032298642492827184 }, { "score": 11.884718894958496, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017", "probability": 0.015283681400133085 }, { "score": 11.22387409210205, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 0.007892720517487939 }, { "score": 10.519394874572754, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 0.0039018923900246316 }, { "score": 10.311457633972168, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 0.0031693433555148175 }, { "text": "", "score": 10.262845993041992, "probability": 0.0030189611499660167 }, { "score": 10.24960708618164, "text": "August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 0.0029792568054549575 }, { "score": 9.262868881225586, "text": "August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 0.001110639160989904 }, { "score": 8.484424591064453, "text": "August 16, 2017", "probability": 0.0005099163329065329 }, { "score": 8.053760528564453, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC", "probability": 0.00033148501223257976 }, { "score": 7.746880054473877, "text": "This NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017", "probability": 0.00024388629743007744 }, { "score": 7.648188591003418, "text": "August 16, 2017", "probability": 0.00022096640117437495 }, { "score": 7.570643424987793, "text": "August 16", "probability": 0.00020447904341819675 }, { "score": 7.421985626220703, "text": "as of August 16, 2017", "probability": 0.0001762331253285475 }, { "score": 7.07534122467041, "text": "August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 0.00012460681411030557 }, { "score": 6.834250450134277, "text": "August", "probability": 9.791233310948126e-05 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Expiration Date": [ { "score": 15.083734512329102, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 0.6751363082857791 }, { "score": 13.909440040588379, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 0.20864205682663442 }, { "score": 12.755274772644043, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 0.06578914591344447 }, { "score": 11.940194129943848, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 0.029118515004444238 }, { "text": "", "score": 11.440670013427734, "probability": 0.01766967882335003 }, { "score": 9.109097480773926, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 0.0017164832525621786 }, { "score": 7.867493629455566, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term", "probability": 0.000495927132076089 }, { "score": 7.197264194488525, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC", "probability": 0.0002537119503691829 }, { "score": 7.1398515701293945, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 0.00023955593663524803 }, { "score": 7.065007209777832, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC", "probability": 0.00022228105287751593 }, { "score": 6.578064918518066, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017", "probability": 0.00013659226138134376 }, { "score": 6.393149375915527, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 0.00011353200178758013 }, { "score": 6.176595687866211, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017", "probability": 9.14261061733742e-05 }, { "score": 6.084075927734375, "text": "This", "probability": 8.334689059269142e-05 }, { "score": 5.863468170166016, "text": ".\"", "probability": 6.684680745112845e-05 }, { "score": 5.766778945922852, "text": "Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 6.068607842478306e-05 }, { "score": 5.733661651611328, "text": "Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 5.870923424313571e-05 }, { "score": 5.292331695556641, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term", "probability": 3.7760631715708414e-05 }, { "score": 5.249286651611328, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.616970995347239e-05 }, { "score": 5.1035990715026855, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (", "probability": 3.126610010412158e-05 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Renewal Term": [ { "text": "", "score": 11.457609176635742, "probability": 0.9480510764766861 }, { "score": 8.433939933776855, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 0.04609659730397051 }, { "score": 6.264005184173584, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 0.005263543064934204 }, { "score": 3.455568313598633, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 0.0003173873000632394 }, { "score": 1.2856333255767822, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 3.6240881573800835e-05 }, { "score": 1.2044103145599365, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 3.341365991451838e-05 }, { "score": 1.1219077110290527, "text": "This", "probability": 3.076760012544452e-05 }, { "score": 1.1164069175720215, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC", "probability": 3.0598818553861005e-05 }, { "score": 0.6979398727416992, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.0135699899293157e-05 }, { "score": 0.621131181716919, "text": "Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.864700723065477e-05 }, { "score": 0.46107959747314453, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017", "probability": 1.5889111745456553e-05 }, { "score": 0.4017481803894043, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term", "probability": 1.4973809799527086e-05 }, { "score": 0.20087885856628418, "text": ".\"", "probability": 1.2248865737618572e-05 }, { "score": 0.17156648635864258, "text": "Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.1895033590263316e-05 }, { "score": 0.1108553409576416, "text": "Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.1194357114204561e-05 }, { "score": -0.1479649543762207, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 8.641615347990355e-06 }, { "score": -0.31633758544921875, "text": "and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 7.302501026446981e-06 }, { "score": -0.3628120422363281, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 6.970886739942076e-06 }, { "score": -0.4236445426940918, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term", "probability": 6.559470863139382e-06 }, { "score": -0.5268034934997559, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (", "probability": 5.916535084640027e-06 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.791836738586426, "probability": 0.9999360081615485 }, { "score": 2.0264551639556885, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 5.740118739568403e-05 }, { "score": -0.9393190145492554, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 2.9573417604518623e-06 }, { "score": -2.3898673057556152, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 6.933242609118535e-07 }, { "score": -2.5486578941345215, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 5.915269297867854e-07 }, { "score": -3.0867443084716797, "text": "WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement.\n\nAGREEMENT\n\nNOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n\n1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\").\n\n2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 3.4537155067376356e-07 }, { "score": -3.1587533950805664, "text": "This", "probability": 3.2137597820507547e-07 }, { "score": -3.255106210708618, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 2.918555224716717e-07 }, { "score": -3.393993854522705, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC", "probability": 2.5400939383861747e-07 }, { "score": -3.7755229473114014, "text": "2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.7344181053422344e-07 }, { "score": -3.82045316696167, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term", "probability": 1.6582150479418107e-07 }, { "score": -3.834080219268799, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.6357717301823892e-07 }, { "score": -4.068564414978027, "text": ".\"", "probability": 1.2938606533167448e-07 }, { "score": -4.467554092407227, "text": "Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 8.681774289993544e-08 }, { "score": -4.468876838684082, "text": "Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 8.670298097093955e-08 }, { "score": -4.552610397338867, "text": "WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement.\n\nWHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement.\n\nAGREEMENT\n\nNOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n\n1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\").\n\n2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 7.973867355063677e-08 }, { "score": -4.59238862991333, "text": "NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n\n1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\").\n\n2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 7.662906738626227e-08 }, { "score": -4.660102367401123, "text": "Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 7.161200568483429e-08 }, { "score": -4.962613582611084, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term", "probability": 5.2918422087570316e-08 }, { "score": -5.035467147827148, "text": "the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement.\n\nAGREEMENT\n\nNOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n\n1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\").\n\n2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 4.9200213191370943e-08 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Governing Law": [ { "score": 13.796051025390625, "text": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 0.8470320294987279 }, { "text": "", "score": 12.07554817199707, "probability": 0.15159851168400404 }, { "score": 6.336756229400635, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 0.0004879431934233377 }, { "score": 5.888459205627441, "text": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement", "probability": 0.0003116566086487995 }, { "score": 5.027958869934082, "text": "This Amendment is governed by the Master Framework Agreement,", "probability": 0.00013181529108705672 }, { "score": 4.842077255249023, "text": "This", "probability": 0.00010945571278648569 }, { "score": 4.262799263000488, "text": "Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 6.13283383548442e-05 }, { "score": 3.801448345184326, "text": ".", "probability": 3.866331075843674e-05 }, { "score": 3.594388961791992, "text": "This Amendment is governed by the Master Framework Agreement", "probability": 3.143216477619002e-05 }, { "score": 3.4074904918670654, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.6073859341156325e-05 }, { "score": 3.328094482421875, "text": "Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.4083747735317263e-05 }, { "score": 3.242629051208496, "text": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 2.2110924639556222e-05 }, { "score": 3.2424564361572266, "text": "Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.210710829055506e-05 }, { "score": 3.0991926193237305, "text": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of", "probability": 1.915637162235525e-05 }, { "score": 2.8951706886291504, "text": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the", "probability": 1.5620957644303113e-05 }, { "score": 2.876254081726074, "text": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.5328239475121495e-05 }, { "score": 2.82015323638916, "text": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n", "probability": 1.4491988784843217e-05 }, { "score": 2.7947964668273926, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 1.4129138560971212e-05 }, { "score": 2.6624228954315186, "text": "is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 1.2377318670153523e-05 }, { "score": 2.6048240661621094, "text": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4", "probability": 1.1684542668900498e-05 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.105752944946289, "probability": 0.9999993514092899 }, { "score": -3.3155624866485596, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.0072779906739508e-07 }, { "score": -4.114108085632324, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.032408598275175e-08 }, { "score": -4.233416557312012, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 8.01656954709782e-08 }, { "score": -4.548244476318359, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 5.8514100951089306e-08 }, { "score": -4.930035591125488, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.994392726545365e-08 }, { "score": -5.446401596069336, "text": "VIVINT:", "probability": 2.3833940764748214e-08 }, { "score": -5.488635540008545, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.2848299704744743e-08 }, { "score": -5.711784362792969, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.827854340874469e-08 }, { "score": -5.9530134201049805, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.436075046867375e-08 }, { "score": -6.102107048034668, "text": "VIVINT", "probability": 1.2371620687120553e-08 }, { "score": -6.17017936706543, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT:", "probability": 1.155748034606644e-08 }, { "score": -6.171303749084473, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.1544492625927672e-08 }, { "score": -6.23783540725708, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT:", "probability": 1.0801411674089352e-08 }, { "score": -6.238959789276123, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.078927358622538e-08 }, { "score": -6.287181377410889, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.0281342717066426e-08 }, { "score": -6.395132064819336, "text": "VIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT:", "probability": 9.22927205929991e-09 }, { "score": -6.406489372253418, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 9.125045366758735e-09 }, { "score": -6.640033721923828, "text": "VIVINT: VIVINT, INC.,", "probability": 7.224503569148392e-09 }, { "score": -6.7200236320495605, "text": "Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 6.669124629498984e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Compete": [ { "score": 7.217148780822754, "text": "Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 0.2201213496589504 }, { "score": 6.670714378356934, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 0.12745260642424147 }, { "score": 6.5223283767700195, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 0.10987667270398671 }, { "score": 6.374295234680176, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.09475792081865476 }, { "score": 6.230742931365967, "text": "Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.08208646428128163 }, { "score": 5.973162651062012, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 0.0634462349709818 }, { "score": 5.824777126312256, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 0.05469691608470737 }, { "score": 5.684308052062988, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.047528914629482735 }, { "score": 5.535922527313232, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.04097461506226567 }, { "text": "", "score": 5.404195308685303, "probability": 0.035917531233927096 }, { "score": 5.124696731567383, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 0.02715950112144155 }, { "score": 5.0463175773620605, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis.", "probability": 0.025112049235674807 }, { "score": 4.732882976531982, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.018355204887035247 }, { "score": 4.583369731903076, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.015806163117801825 }, { "score": 4.238503456115723, "text": "WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party.", "probability": 0.01119574347214251 }, { "score": 4.013654708862305, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis", "probability": 0.008941335042786484 }, { "score": 3.799076557159424, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 0.007214600067419473 }, { "score": 3.101525068283081, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 0.003591447307943326 }, { "score": 2.946047306060791, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 0.003074300847929405 }, { "score": 2.8126704692840576, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.0026904290313459157 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Exclusivity": [ { "text": "", "score": 12.02786636352539, "probability": 0.9999989391269825 }, { "score": -3.8383877277374268, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.2863908400662176e-07 }, { "score": -3.909759998321533, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.1977780653560928e-07 }, { "score": -4.038079261779785, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.0535326700866967e-07 }, { "score": -4.4638261795043945, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 6.882535665306344e-08 }, { "score": -4.552873611450195, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 6.296158642235706e-08 }, { "score": -4.623522758483887, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 5.866689826514314e-08 }, { "score": -4.624246120452881, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 5.862447620720076e-08 }, { "score": -4.685304641723633, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.5152041973406855e-08 }, { "score": -4.752565383911133, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 5.156447820961264e-08 }, { "score": -4.764461517333984, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 5.095469452226646e-08 }, { "score": -4.845001220703125, "text": "Non-Competition Agreement", "probability": 4.701173220036989e-08 }, { "score": -5.112536430358887, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 3.59763573413147e-08 }, { "score": -5.126899719238281, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.546331185848266e-08 }, { "score": -5.198271751403809, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.302043661484407e-08 }, { "score": -5.24010705947876, "text": "Non- Competition Agreement specifically referred to herein.", "probability": 3.166751376564452e-08 }, { "score": -5.240855693817139, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 3.164381524929685e-08 }, { "score": -5.242657661437988, "text": "Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.158684546308801e-08 }, { "score": -5.3265910148620605, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.904386861010256e-08 }, { "score": -5.478947639465332, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.4939447156913137e-08 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 11.898426055908203, "probability": 0.9999982321250084 }, { "score": -3.218679189682007, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 2.720970552655049e-07 }, { "score": -3.360307216644287, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.3616501965900446e-07 }, { "score": -3.6617815494537354, "text": "3. Non-Solicitation.", "probability": 1.7469759729193622e-07 }, { "score": -4.010272979736328, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.2329317223639623e-07 }, { "score": -4.124098300933838, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.1002853180754533e-07 }, { "score": -4.180196285247803, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 1.040260894641951e-07 }, { "score": -4.25019645690918, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.699326627539971e-08 }, { "score": -4.318993091583252, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 9.054481500634999e-08 }, { "score": -4.438492774963379, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 8.034623537048006e-08 }, { "score": -4.583579063415527, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.94952878634388e-08 }, { "score": -4.710533142089844, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 6.120965087193825e-08 }, { "score": -4.881595134735107, "text": "Non-Solicitation.", "probability": 5.158561623160168e-08 }, { "score": -4.900162220001221, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 5.063665864627359e-08 }, { "score": -5.0139875411987305, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 4.518885438203223e-08 }, { "score": -5.063508987426758, "text": "3. Non-Solicitation", "probability": 4.3005543489075366e-08 }, { "score": -5.070085525512695, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 4.272364387222884e-08 }, { "score": -5.14017391204834, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.983174076516293e-08 }, { "score": -5.165919303894043, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.88193451713913e-08 }, { "score": -5.2088823318481445, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 3.718686774378471e-08 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 9.164539337158203, "probability": 0.985236722813308 }, { "score": 4.1024065017700195, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 0.006238558241473823 }, { "score": 3.0141191482543945, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 0.0021011015422301915 }, { "score": 2.8778538703918457, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 0.001833444564473542 }, { "score": 2.270425319671631, "text": "Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 0.0009987686812364908 }, { "score": 1.859955072402954, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 0.0006625214629585279 }, { "score": 1.7895663976669312, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 0.0006174908678698988 }, { "score": 1.4438430070877075, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.0004370033622224581 }, { "score": 1.250248670578003, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.0003600873181402647 }, { "score": 0.7621006965637207, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.0002210079289365032 }, { "score": 0.7092776298522949, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis.", "probability": 0.00020963659081372197 }, { "score": 0.6428201198577881, "text": "Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.00019615751838791246 }, { "score": 0.6354023218154907, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 0.0001947078448719145 }, { "score": 0.24930286407470703, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 0.00013234349082347682 }, { "score": 0.233331561088562, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 0.00013024658258522476 }, { "score": 0.16196107864379883, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 0.00012127478975344063 }, { "score": -0.0890694260597229, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.435162132215131e-05 }, { "score": -0.22354310750961304, "text": "Non- Competition Agreement specifically referred to herein.", "probability": 8.247991212856587e-05 }, { "score": -0.3184471130371094, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis", "probability": 7.501220013801405e-05 }, { "score": -0.5915973782539368, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 5.708266632550298e-05 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.04840087890625, "probability": 0.9999997679662321 }, { "score": -4.6399736404418945, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 5.653676223343601e-08 }, { "score": -5.054364204406738, "text": "3. Non-Solicitation.", "probability": 3.735626075894526e-08 }, { "score": -5.552853584289551, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.269197055153272e-08 }, { "score": -6.031442165374756, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 1.4061246815221614e-08 }, { "score": -6.421321868896484, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.521409143358797e-09 }, { "score": -6.500760555267334, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 8.794303398061343e-09 }, { "score": -6.562607765197754, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 8.266878265502558e-09 }, { "score": -6.603488445281982, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 7.935737407991532e-09 }, { "score": -6.604823589324951, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 7.925149125478749e-09 }, { "score": -6.6873273849487305, "text": "3. Non-Solicitation", "probability": 7.297540262691765e-09 }, { "score": -6.765420913696289, "text": "3. Non-Solicitation. Section", "probability": 6.749333857995237e-09 }, { "score": -6.827974796295166, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 6.3400707627963975e-09 }, { "score": -6.884857177734375, "text": "3", "probability": 5.9894976765700386e-09 }, { "score": -6.895000457763672, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 5.929051603379608e-09 }, { "score": -6.8999104499816895, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 5.900011358177652e-09 }, { "score": -6.976998329162598, "text": "Non-Solicitation.", "probability": 5.46228061086126e-09 }, { "score": -6.979349136352539, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 5.449454923593236e-09 }, { "score": -7.051628112792969, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement", "probability": 5.069471711269731e-09 }, { "score": -7.115176677703857, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This", "probability": 4.757336954297938e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Disparagement": [ { "text": "", "score": 10.801054000854492, "probability": 0.9999993781541553 }, { "score": -5.465665817260742, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 8.618924457604388e-08 }, { "score": -5.992613315582275, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 5.088651202035696e-08 }, { "score": -6.027215003967285, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 4.91558670752893e-08 }, { "score": -6.027300834655762, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 4.915164817443374e-08 }, { "score": -6.102499961853027, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 4.559104211576687e-08 }, { "score": -6.183246612548828, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 4.2054424535204197e-08 }, { "score": -6.184841156005859, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 4.1987420362451895e-08 }, { "score": -6.605302810668945, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.7574967969929067e-08 }, { "score": -6.711788654327393, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.4789559085792828e-08 }, { "score": -6.746390342712402, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 2.3946468777203377e-08 }, { "score": -6.746476173400879, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.3944413523504827e-08 }, { "score": -6.764764785766602, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.351048350992275e-08 }, { "score": -6.770421028137207, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.3377877895227004e-08 }, { "score": -6.902421951293945, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 2.0486973864850618e-08 }, { "score": -6.913819313049316, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.0254801999064176e-08 }, { "score": -6.920710563659668, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 2.0115700923097267e-08 }, { "score": -7.099481582641602, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 1.6822707852085595e-08 }, { "score": -7.13224983215332, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.6280391075012837e-08 }, { "score": -7.166937828063965, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.5725339405700637e-08 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.25418472290039, "probability": 0.9999998443893945 }, { "score": -5.951656341552734, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.369753256030534e-08 }, { "score": -6.4558210372924805, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.0353643164395725e-08 }, { "score": -6.933802127838135, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.261994918547292e-08 }, { "score": -6.935873031616211, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.2593841527579812e-08 }, { "score": -7.152656555175781, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.0139355168183594e-08 }, { "score": -7.174746513366699, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.917832952550264e-09 }, { "score": -7.519046783447266, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 7.028927790008534e-09 }, { "score": -7.828747272491455, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.156890006876058e-09 }, { "score": -7.830818176269531, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.146221634276991e-09 }, { "score": -7.873880863189697, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 4.929315306002794e-09 }, { "score": -7.875951766967773, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 4.919117731054986e-09 }, { "score": -7.913979530334473, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 4.735566820350714e-09 }, { "score": -8.06969165802002, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 4.052724213956961e-09 }, { "score": -8.114825248718262, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.873876594658639e-09 }, { "score": -8.209864616394043, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.5226598449920917e-09 }, { "score": -8.21711540222168, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.4972101694846316e-09 }, { "score": -8.226897239685059, "text": "5", "probability": 3.4631677979471477e-09 }, { "score": -8.340734481811523, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 3.0905419893841648e-09 }, { "score": -8.413991928100586, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.8722308581934345e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.073352813720703, "probability": 0.9999995284117226 }, { "score": -3.8042731285095215, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.2718458076124883e-07 }, { "score": -4.648240089416504, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 5.468953977804653e-08 }, { "score": -4.831745147705078, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 4.552071076002576e-08 }, { "score": -5.12770938873291, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 3.3858943117207116e-08 }, { "score": -5.194900035858154, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.165868491290431e-08 }, { "score": -5.506558418273926, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.3181490416485433e-08 }, { "score": -5.675712585449219, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.957395715617176e-08 }, { "score": -5.971676826477051, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 1.4559383868660266e-08 }, { "score": -5.984611511230469, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.4372275530489083e-08 }, { "score": -6.007547855377197, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.4046379788232612e-08 }, { "score": -6.0465497970581055, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.3509089491905289e-08 }, { "score": -6.15340518951416, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.2140019138625625e-08 }, { "score": -6.222372055053711, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.1330979198401357e-08 }, { "score": -6.245661735534668, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.10701336088662e-08 }, { "score": -6.247217178344727, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.1052928033750886e-08 }, { "score": -6.3650431632995605, "text": "Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 9.824402958613525e-09 }, { "score": -6.413479804992676, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term.", "probability": 9.359882590348524e-09 }, { "score": -6.534030437469482, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 8.296901353286192e-09 }, { "score": -6.800199508666992, "text": "3. Non-Solicitation. Section", "probability": 6.357994789504888e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Change Of Control": [ { "text": "", "score": 12.25750732421875, "probability": 0.9999999602892611 }, { "score": -6.267673492431641, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 9.007746961519066e-09 }, { "score": -6.868182182312012, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 4.941042249887483e-09 }, { "score": -7.100463390350342, "text": "5", "probability": 3.916878684487665e-09 }, { "score": -7.3520941734313965, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 3.045497588851569e-09 }, { "score": -7.824619293212891, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.8986425430494552e-09 }, { "score": -8.047526359558105, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.5192732772539932e-09 }, { "score": -8.059128761291504, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.5017479230470723e-09 }, { "score": -8.127829551696777, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 1.4020408446512143e-09 }, { "score": -8.134684562683105, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 1.3924627058883774e-09 }, { "score": -8.176281929016113, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.3357281101021346e-09 }, { "score": -8.24453067779541, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term.", "probability": 1.2476075972459037e-09 }, { "score": -8.315999984741211, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]", "probability": 1.1615536800179391e-09 }, { "score": -8.366106986999512, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT", "probability": 1.1047858176678826e-09 }, { "score": -8.372259140014648, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.0980098709709674e-09 }, { "score": -8.407431602478027, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]", "probability": 1.060061441940458e-09 }, { "score": -8.408108711242676, "text": "RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 1.059343907998729e-09 }, { "score": -8.433065414428711, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.0332333484616182e-09 }, { "score": -8.455963134765625, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT:", "probability": 1.0098434696029498e-09 }, { "score": -8.49083137512207, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]", "probability": 9.752388124742584e-10 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Anti-Assignment": [ { "text": "", "score": 11.81243896484375, "probability": 0.9999999184982034 }, { "score": -5.981244087219238, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.871981715015136e-08 }, { "score": -6.998072624206543, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 6.771713564837705e-09 }, { "score": -7.020759582519531, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.61981357106168e-09 }, { "score": -7.032172203063965, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 6.544693623776662e-09 }, { "score": -7.088188648223877, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.1881621875396575e-09 }, { "score": -7.25904655456543, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 5.216257736287696e-09 }, { "score": -7.560433387756348, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.858943351411168e-09 }, { "score": -7.687638282775879, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.398005044590417e-09 }, { "score": -7.839799880981445, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 2.9183748689531493e-09 }, { "score": -8.007247924804688, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.4684214710546062e-09 }, { "score": -8.037588119506836, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.3946538043771786e-09 }, { "score": -8.060729026794434, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 2.3398755958891897e-09 }, { "score": -8.071687698364258, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.3143736566234193e-09 }, { "score": -8.105016708374023, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.2385091409959902e-09 }, { "score": -8.139116287231445, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.1634637025869758e-09 }, { "score": -8.244892120361328, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This", "probability": 1.9463088283845465e-09 }, { "score": -8.275872230529785, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5", "probability": 1.886936397254872e-09 }, { "score": -8.335099220275879, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 1.7784239848327817e-09 }, { "score": -8.359790802001953, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.7350495786805054e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 11.573507308959961, "probability": 0.9999997885781812 }, { "score": -6.103365421295166, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.103931636680118e-08 }, { "score": -6.236687660217285, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.841325261819113e-08 }, { "score": -6.283106803894043, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.7578059633960316e-08 }, { "score": -6.309058666229248, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.7127744778395317e-08 }, { "score": -6.373946666717529, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.60516500291607e-08 }, { "score": -6.712177276611328, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.1445321455064713e-08 }, { "score": -6.726616859436035, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 1.1281243249250347e-08 }, { "score": -6.734770774841309, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.1189630953165756e-08 }, { "score": -6.738128662109375, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.1152120447124598e-08 }, { "score": -6.803016662597656, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.0451459711502222e-08 }, { "score": -6.944339275360107, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 9.074053173457603e-09 }, { "score": -7.061651706695557, "text": "5", "probability": 8.069621748493512e-09 }, { "score": -7.074815273284912, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 7.964092837508282e-09 }, { "score": -7.177943229675293, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 7.183703708419759e-09 }, { "score": -7.204076766967773, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 6.998399986678713e-09 }, { "score": -7.2300286293029785, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 6.819114926506386e-09 }, { "score": -7.262784957885742, "text": "Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 6.599364514262878e-09 }, { "score": -7.263752460479736, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.5929826996855086e-09 }, { "score": -7.29491662979126, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 6.390686440340654e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.351998329162598, "probability": 0.9999997186907069 }, { "score": -5.892765045166016, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.2411139690301855e-08 }, { "score": -5.983745098114014, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.959253484562e-08 }, { "score": -6.116495609283447, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.591369561553977e-08 }, { "score": -6.118838787078857, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.5853046303186925e-08 }, { "score": -6.384614944458008, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.981922214199634e-08 }, { "score": -6.509346008300781, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.7495106586058754e-08 }, { "score": -6.511689186096191, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.7454160431572475e-08 }, { "score": -6.7016777992248535, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.443404175184223e-08 }, { "score": -6.777464866638184, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.3380552674136617e-08 }, { "score": -6.917579174041748, "text": "5", "probability": 1.1631164057294008e-08 }, { "score": -7.0608744621276855, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.0078382306993971e-08 }, { "score": -7.076155185699463, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 9.925548016081502e-09 }, { "score": -7.126011848449707, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 9.44282673900662e-09 }, { "score": -7.26105260848999, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 8.250011695520972e-09 }, { "score": -7.2633957862854, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 8.230703081895973e-09 }, { "score": -7.276777744293213, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 8.121293846492629e-09 }, { "score": -7.4537248611450195, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 6.804215627591623e-09 }, { "score": -7.529171943664551, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 6.3097451206282605e-09 }, { "score": -7.552881717681885, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.161902078082914e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Minimum Commitment": [ { "text": "", "score": 11.810545921325684, "probability": 0.9999998787247992 }, { "score": -5.35053825378418, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.523999081974724e-08 }, { "score": -5.714744567871094, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.448290763363046e-08 }, { "score": -6.962564468383789, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 7.029779403039442e-09 }, { "score": -7.015317916870117, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.668546215499805e-09 }, { "score": -7.07049560546875, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.310558537480578e-09 }, { "score": -7.320962905883789, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 4.912371840767711e-09 }, { "score": -7.42889404296875, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 4.409784188339193e-09 }, { "score": -7.516922950744629, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 4.038191097663658e-09 }, { "score": -7.569676399230957, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.830684068143994e-09 }, { "score": -7.62485408782959, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.6250413912449886e-09 }, { "score": -7.720729827880859, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.2936289014374993e-09 }, { "score": -7.811838626861572, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.006814364007328e-09 }, { "score": -7.994616508483887, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.504535494140965e-09 }, { "score": -8.138399124145508, "text": "5", "probability": 2.1691180800066015e-09 }, { "score": -8.139199256896973, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.167383191752008e-09 }, { "score": -8.230365753173828, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.978529795105486e-09 }, { "score": -8.2750883102417, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.8919943495014987e-09 }, { "score": -8.283119201660156, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.876860797609052e-09 }, { "score": -8.303780555725098, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.8384801753062619e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Volume Restriction": [ { "text": "", "score": 11.751569747924805, "probability": 0.999999764944884 }, { "score": -4.659913063049316, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 7.457331913694859e-08 }, { "score": -5.439799785614014, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.4188730367709605e-08 }, { "score": -6.0272088050842285, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.900091334655206e-08 }, { "score": -6.3437113761901855, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 1.3845835171557162e-08 }, { "score": -6.540264129638672, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.1375156515284368e-08 }, { "score": -6.741285800933838, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.30368029973533e-09 }, { "score": -6.8481526374816895, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 8.360708869336917e-09 }, { "score": -6.917367935180664, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 7.801592806312088e-09 }, { "score": -7.031139373779297, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 6.9626244553386405e-09 }, { "score": -7.091294765472412, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 6.5561339247952134e-09 }, { "score": -7.123598098754883, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 6.3477330883825206e-09 }, { "score": -7.187135219573975, "text": "Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.9569620882591914e-09 }, { "score": -7.232161045074463, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.694693685537402e-09 }, { "score": -7.3390278816223145, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.117509896184196e-09 }, { "score": -7.3403143882751465, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 5.1109304188349865e-09 }, { "score": -7.451460361480713, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment", "probability": 4.573302046609009e-09 }, { "score": -7.682714462280273, "text": "5", "probability": 3.6290880531473566e-09 }, { "score": -7.711007118225098, "text": "Non-Competition Agreement", "probability": 3.527850407493145e-09 }, { "score": -7.8311896324157715, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.128351603417479e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.097860336303711, "probability": 0.9999999777749533 }, { "score": -7.1232686042785645, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 4.491276115318097e-09 }, { "score": -7.282846450805664, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.828829058558208e-09 }, { "score": -8.391980171203613, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.2629184934671889e-09 }, { "score": -8.468127250671387, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 1.1703211844329885e-09 }, { "score": -8.535486221313477, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.094085940471601e-09 }, { "score": -8.633763313293457, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 9.916769947252058e-10 }, { "score": -8.707517623901367, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 9.21168647999931e-10 }, { "score": -8.756961822509766, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 8.767298751972666e-10 }, { "score": -8.788216590881348, "text": "5", "probability": 8.497516807580614e-10 }, { "score": -8.85102367401123, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 7.980227321028945e-10 }, { "score": -8.873154640197754, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 7.805557119291904e-10 }, { "score": -8.900466918945312, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 7.59525456146562e-10 }, { "score": -8.909341812133789, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 7.528145720867446e-10 }, { "score": -9.016660690307617, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 6.762075578068297e-10 }, { "score": -9.018903732299805, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 6.746924956684527e-10 }, { "score": -9.104779243469238, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 6.191710169511272e-10 }, { "score": -9.135642051696777, "text": "IN", "probability": 6.003535344067047e-10 }, { "score": -9.22488021850586, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 5.490999805668593e-10 }, { "score": -9.26435661315918, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 5.278457728911458e-10 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 11.578901290893555, "probability": 0.9999997954391501 }, { "score": -5.7544965744018555, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.9662029714527282e-08 }, { "score": -5.955114364624023, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.42702173905054e-08 }, { "score": -6.356478691101074, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.624663240024013e-08 }, { "score": -6.370044231414795, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.6027726200875794e-08 }, { "score": -6.398528099060059, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.5577635166486733e-08 }, { "score": -6.5816779136657715, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 1.2970615175175875e-08 }, { "score": -6.782296180725098, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 1.0612877908614452e-08 }, { "score": -6.8279948234558105, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.0138798682681137e-08 }, { "score": -6.851417541503906, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 9.904080064713615e-09 }, { "score": -6.974102973937988, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 8.760573471196163e-09 }, { "score": -7.00051736831665, "text": "5", "probability": 8.532197710625805e-09 }, { "score": -7.002586841583252, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 8.514558813466572e-09 }, { "score": -7.421761989593506, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 5.599080298811922e-09 }, { "score": -7.4502458572387695, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.44184677661824e-09 }, { "score": -7.47589111328125, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment", "probability": 5.304063517515652e-09 }, { "score": -7.676508903503418, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment", "probability": 4.339917930838914e-09 }, { "score": -7.677221298217773, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 4.336827297250474e-09 }, { "score": -7.6785993576049805, "text": "Non-Competition Agreement", "probability": 4.330855007712771e-09 }, { "score": -7.760493755340576, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.990316640009411e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__License Grant": [ { "text": "", "score": 11.7368745803833, "probability": 0.9999999481013362 }, { "score": -6.852813243865967, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 8.445028802048564e-09 }, { "score": -7.181342124938965, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 6.080269859172857e-09 }, { "score": -7.3196797370910645, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.294727253738301e-09 }, { "score": -7.520416736602783, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 4.331762348333053e-09 }, { "score": -7.6482086181640625, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 3.812109027459648e-09 }, { "score": -7.848945617675781, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 3.1187914998324523e-09 }, { "score": -8.151932716369629, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.3035663023665937e-09 }, { "score": -8.161028861999512, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.2827077379015484e-09 }, { "score": -8.250757217407227, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.0868045807211725e-09 }, { "score": -8.272835731506348, "text": "5", "probability": 2.041235931458643e-09 }, { "score": -8.331796646118164, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.9243621430042515e-09 }, { "score": -8.480461120605469, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 1.6585273731945615e-09 }, { "score": -8.567239761352539, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.5206706327496695e-09 }, { "score": -8.734878540039062, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.2859691862787704e-09 }, { "score": -8.744274139404297, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.273943318593306e-09 }, { "score": -8.828632354736328, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 1.1708838019465148e-09 }, { "score": -8.882272720336914, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.1097319329682021e-09 }, { "score": -8.895769119262695, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 1.0948551653153708e-09 }, { "score": -8.925562858581543, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.0627164790833942e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.617607116699219, "probability": 0.9999988397030852 }, { "score": -3.688343048095703, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.252733405702685e-07 }, { "score": -3.901618003845215, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.820059822613372e-07 }, { "score": -4.626049995422363, "text": "Non-Competition Agreement", "probability": 8.820005305359446e-08 }, { "score": -4.707114219665527, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 8.133230883738324e-08 }, { "score": -4.719026565551758, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 8.036919808606235e-08 }, { "score": -4.772812366485596, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 7.616067043797618e-08 }, { "score": -5.158883094787598, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.176811737926082e-08 }, { "score": -5.290334701538086, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 4.53914090156685e-08 }, { "score": -5.379028797149658, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 4.1538834584729573e-08 }, { "score": -5.507047176361084, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 3.654741225631498e-08 }, { "score": -5.512966156005859, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.6331727812712436e-08 }, { "score": -5.579481601715088, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 3.399372532208919e-08 }, { "score": -5.656280517578125, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 3.148077501006516e-08 }, { "score": -5.737797260284424, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.9016374241629178e-08 }, { "score": -5.803495407104492, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.7171324010243133e-08 }, { "score": -5.877945423126221, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.5221886685115386e-08 }, { "score": -5.883315086364746, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 2.5086816612320974e-08 }, { "score": -5.904685020446777, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.455640065743169e-08 }, { "score": -6.16911506652832, "text": "Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.8850557582335405e-08 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 11.82203483581543, "probability": 0.9999994475696697 }, { "score": -4.107429504394531, "text": "WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 1.2075949757511987e-07 }, { "score": -4.3633904457092285, "text": ", Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 9.348864667548459e-08 }, { "score": -4.57717752456665, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 7.549398046483298e-08 }, { "score": -5.091436386108398, "text": "affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 4.5141141659327265e-08 }, { "score": -5.319945335388184, "text": "RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 3.591967204752624e-08 }, { "score": -5.380765914916992, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.380012611799052e-08 }, { "score": -5.867242813110352, "text": "313 Acquisition, LLC, a Delaware limited liability company.", "probability": 2.0779930385434794e-08 }, { "score": -5.934455871582031, "text": "Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 1.942915119429749e-08 }, { "score": -6.2191996574401855, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.461474267153361e-08 }, { "score": -6.345555305480957, "text": "Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 1.2879992562360289e-08 }, { "score": -6.474266529083252, "text": "Acquisition, LLC, a Delaware limited liability company.", "probability": 1.1324447899868321e-08 }, { "score": -6.476650238037109, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.1297485859606982e-08 }, { "score": -6.48007345199585, "text": "This NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017, by and between VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 1.1258878267040176e-08 }, { "score": -6.692464828491211, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.104471078869016e-09 }, { "score": -6.840143203735352, "text": ".", "probability": 7.85450494053931e-09 }, { "score": -6.865026473999023, "text": "VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 7.661470791853996e-09 }, { "score": -6.91624641418457, "text": "VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 7.278931172866021e-09 }, { "score": -6.929295539855957, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 7.184564525415221e-09 }, { "score": -6.932902812957764, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 7.158694527181481e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.078661918640137, "probability": 0.9999979660180358 }, { "score": -1.8212318420410156, "text": "WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 9.190771256477143e-07 }, { "score": -2.9504902362823486, "text": ", Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 2.9711273563420063e-07 }, { "score": -3.5150816440582275, "text": "affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 1.689360498851313e-07 }, { "score": -3.917437791824341, "text": "Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 1.129747217655756e-07 }, { "score": -4.026131629943848, "text": "RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 1.013388907719367e-07 }, { "score": -4.350451469421387, "text": "Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 7.326993894625798e-08 }, { "score": -4.81387186050415, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 4.609617726139877e-08 }, { "score": -4.817259788513184, "text": "313 Acquisition, LLC, a Delaware limited liability company.", "probability": 4.5940270980099176e-08 }, { "score": -5.144705772399902, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.311201183674439e-08 }, { "score": -5.179568290710449, "text": "WHEREAS, Vivint Solar and Vivint are affiliate business entities,", "probability": 3.1977533995950065e-08 }, { "score": -5.240604400634766, "text": "This NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017, by and between VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 3.0084120779178784e-08 }, { "score": -5.2870330810546875, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.8719283705926435e-08 }, { "score": -5.413421630859375, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.53095109878308e-08 }, { "score": -5.4749555587768555, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.379906574619463e-08 }, { "score": -5.497391700744629, "text": ".", "probability": 2.3271051973527322e-08 }, { "score": -5.525815963745117, "text": "business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 2.2618901823151095e-08 }, { "score": -5.674797058105469, "text": "Acquisition, LLC, a Delaware limited liability company.", "probability": 1.9488115655568004e-08 }, { "score": -5.820581436157227, "text": "AS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 1.6844436903069827e-08 }, { "score": -6.00468635559082, "text": "VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.", "probability": 1.4012019944641482e-08 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.570453643798828, "probability": 0.9999998856878782 }, { "score": -6.061464309692383, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.200671797276401e-08 }, { "score": -6.7393951416015625, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.1172070262615491e-08 }, { "score": -6.833592414855957, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.016773695818141e-08 }, { "score": -6.844082832336426, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.0061630675331852e-08 }, { "score": -6.874039649963379, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.764686202308672e-09 }, { "score": -7.14309024810791, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 7.461241570484638e-09 }, { "score": -7.254872798919678, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.672130871624968e-09 }, { "score": -7.684708595275879, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 4.340994561781446e-09 }, { "score": -7.800158500671387, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.8676751038621775e-09 }, { "score": -7.8106489181518555, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.8273136517289796e-09 }, { "score": -7.840605735778809, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.7143598302183714e-09 }, { "score": -7.919042587280273, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.434150168943719e-09 }, { "score": -7.938549995422363, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.367807985800883e-09 }, { "score": -8.10965633392334, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.8381594040790777e-09 }, { "score": -8.129531860351562, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 2.7823063845716954e-09 }, { "score": -8.221439361572266, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.5379907311673057e-09 }, { "score": -8.235740661621094, "text": "IN", "probability": 2.5019524753858057e-09 }, { "score": -8.446823120117188, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 2.0258491757730207e-09 }, { "score": -8.583332061767578, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]", "probability": 1.7673478217601358e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.019770622253418, "probability": 0.9999999165171863 }, { "score": -5.4414215087890625, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 2.610361009085999e-08 }, { "score": -6.340605735778809, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.0621597151625159e-08 }, { "score": -6.697275161743164, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 7.43515903304145e-09 }, { "score": -7.160587310791016, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 4.678173801487595e-09 }, { "score": -7.2353515625, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 4.341168574689854e-09 }, { "score": -7.403901100158691, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.6678073494382223e-09 }, { "score": -7.480874538421631, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.3960758143030017e-09 }, { "score": -7.59645938873291, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.0253770927602502e-09 }, { "score": -7.921985626220703, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.18476769537554e-09 }, { "score": -7.944186687469482, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.1367979933899258e-09 }, { "score": -8.014253616333008, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.992203903018947e-09 }, { "score": -8.059771537780762, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.903555766874046e-09 }, { "score": -8.08413314819336, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.8577423924575711e-09 }, { "score": -8.133148193359375, "text": "This", "probability": 1.768880636636013e-09 }, { "score": -8.134535789489746, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 1.7664278468438953e-09 }, { "score": -8.183084487915039, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.6827185049132929e-09 }, { "score": -8.1875, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.6753048206706679e-09 }, { "score": -8.217606544494629, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.625618870583988e-09 }, { "score": -8.221176147460938, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.6198264012000789e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.128593444824219, "probability": 0.9999999747353223 }, { "score": -6.844306945800781, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.756705913256861e-09 }, { "score": -7.292524337768555, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.677186894782234e-09 }, { "score": -7.629805564880371, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.6244380632313953e-09 }, { "score": -7.760868549346924, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.302058718348359e-09 }, { "score": -8.46225643157959, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.1415830451939376e-09 }, { "score": -8.589374542236328, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.0053118829091953e-09 }, { "score": -8.608499526977539, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 9.862679959740585e-10 }, { "score": -8.726078033447266, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 8.76861988618117e-10 }, { "score": -8.788935661315918, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 8.234410682538758e-10 }, { "score": -8.87098217010498, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 7.585778844620056e-10 }, { "score": -8.91193962097168, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 7.281361317430295e-10 }, { "score": -9.046741485595703, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 6.363101872478587e-10 }, { "score": -9.118231773376465, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 5.924081692935246e-10 }, { "score": -9.142082214355469, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 5.784461353938305e-10 }, { "score": -9.143259048461914, "text": "IN", "probability": 5.7776580065204e-10 }, { "score": -9.14490032196045, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 5.768183067161083e-10 }, { "score": -9.154401779174805, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.71363646898936e-10 }, { "score": -9.222735404968262, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 5.336244107680055e-10 }, { "score": -9.253665924072266, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 5.173717776425407e-10 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.301700592041016, "probability": 0.9999999254197791 }, { "score": -4.865792274475098, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 3.501487236154454e-08 }, { "score": -6.332587718963623, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 8.076652170688228e-09 }, { "score": -6.9262566566467285, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 4.460712531414352e-09 }, { "score": -7.378510475158691, "text": "This", "probability": 2.837872623283033e-09 }, { "score": -7.382438659667969, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.82674680245001e-09 }, { "score": -7.4017229080200195, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.772757361113232e-09 }, { "score": -7.409187316894531, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.7521374200363567e-09 }, { "score": -7.4158477783203125, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 2.7338678244194056e-09 }, { "score": -7.678361892700195, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 2.1026601425064524e-09 }, { "score": -7.720555782318115, "text": "Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 2.015786391518048e-09 }, { "score": -8.07038688659668, "text": "Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.4207405982654335e-09 }, { "score": -8.162274360656738, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC", "probability": 1.296010642456599e-09 }, { "score": -8.204483032226562, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.242446150111088e-09 }, { "score": -8.393052101135254, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 1.0289234579427353e-09 }, { "score": -8.480218887329102, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5", "probability": 9.4303326900895e-10 }, { "score": -8.678130149841309, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term", "probability": 7.737047179678095e-10 }, { "score": -8.693887710571289, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 7.616085720533914e-10 }, { "score": -8.695054054260254, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This", "probability": 7.607207925305786e-10 }, { "score": -8.697361946105957, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 7.589671555972056e-10 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Audit Rights": [ { "text": "", "score": 12.212736129760742, "probability": 0.9999999848802987 }, { "score": -7.330819129943848, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.253432400029844e-09 }, { "score": -7.856761455535889, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.9227726570024226e-09 }, { "score": -8.194779396057129, "text": "5", "probability": 1.3712877968352581e-09 }, { "score": -8.581894874572754, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.311218006403594e-10 }, { "score": -8.588171005249023, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.252962585978168e-10 }, { "score": -8.774625778198242, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 7.678997515946529e-10 }, { "score": -8.77920913696289, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 7.643882449324636e-10 }, { "score": -8.780900955200195, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 7.630961322773785e-10 }, { "score": -9.145803451538086, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]", "probability": 5.297904333140264e-10 }, { "score": -9.173563003540039, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]", "probability": 5.15285938775055e-10 }, { "score": -9.39846420288086, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 4.1150483435102176e-10 }, { "score": -9.428747177124023, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN", "probability": 3.992300407253799e-10 }, { "score": -9.490026473999023, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT: VIVINT, INC., a Utah corporation By: /s/ Alex J. Dunn Name: Alex J. Dunn Title: President\n\n[SIGNATURE PAGE]", "probability": 3.7550000970475695e-10 }, { "score": -9.493388175964355, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 3.742398099788949e-10 }, { "score": -9.511590957641602, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.674892304797548e-10 }, { "score": -9.517867088317871, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.651900425959901e-10 }, { "score": -9.526552200317383, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 3.620320597431591e-10 }, { "score": -9.531135559082031, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 3.6037653376196924e-10 }, { "score": -9.532827377319336, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 3.597673576228062e-10 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.313308715820312, "probability": 0.9999999893733978 }, { "score": -8.005182266235352, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 1.4989649614998943e-09 }, { "score": -8.130615234375, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.322259315496344e-09 }, { "score": -8.362645149230957, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 1.0484490335580254e-09 }, { "score": -8.364736557006836, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.046258590449918e-09 }, { "score": -8.486949920654297, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 9.258965106351461e-10 }, { "score": -8.571686744689941, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 8.506711658504145e-10 }, { "score": -9.351937294006348, "text": "5", "probability": 3.8985508590699063e-10 }, { "score": -9.357563972473145, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 3.8766765644215607e-10 }, { "score": -9.493463516235352, "text": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 3.384068511513622e-10 }, { "score": -9.584014892578125, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.0911009158902985e-10 }, { "score": -9.585052490234375, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 3.087895260202756e-10 }, { "score": -9.591103553771973, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 3.0692666281450753e-10 }, { "score": -9.6478271484375, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.9000125224115164e-10 }, { "score": -9.6521635055542, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.8874642590102066e-10 }, { "score": -9.6805419921875, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 2.806674165303916e-10 }, { "score": -9.709400177001953, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5", "probability": 2.7268361739281003e-10 }, { "score": -9.772132873535156, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.5610295099097125e-10 }, { "score": -9.776468276977539, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.5499504472129266e-10 }, { "score": -9.795652389526367, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT:", "probability": 2.5014981539463434e-10 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.123632431030273, "probability": 0.9999999898960784 }, { "score": -7.856030464172363, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.1035006470186395e-09 }, { "score": -7.943792343139648, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.9267623447202492e-09 }, { "score": -9.003690719604492, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.67605850472931e-10 }, { "score": -9.258512496948242, "text": "5", "probability": 5.174309973764174e-10 }, { "score": -9.295239448547363, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 4.987720741873812e-10 }, { "score": -9.431434631347656, "text": "IN", "probability": 4.352645657972223e-10 }, { "score": -9.495165824890137, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 4.0839010197978406e-10 }, { "score": -9.5062894821167, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 4.0387248327410345e-10 }, { "score": -9.519196510314941, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN", "probability": 3.9869318631194404e-10 }, { "score": -9.71179485321045, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 3.2884740269920444e-10 }, { "score": -9.743091583251953, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.1871493785702697e-10 }, { "score": -9.842249870300293, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.8862804120552183e-10 }, { "score": -9.871037483215332, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT: VIVINT, INC., a Utah corporation By: /s/ Alex J. Dunn Name: Alex J. Dunn Title: President\n\n[SIGNATURE PAGE]", "probability": 2.8043758633068386e-10 }, { "score": -9.933855056762695, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]", "probability": 2.633630814730195e-10 }, { "score": -9.937459945678711, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.624153959964467e-10 }, { "score": -9.956644058227539, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 2.5742917058238683e-10 }, { "score": -9.958799362182617, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT: VIVINT, INC., a Utah corporation By: /s/ Alex J. Dunn Name: Alex J. Dunn Title: President\n\n[SIGNATURE PAGE]", "probability": 2.5687492996592724e-10 }, { "score": -10.00334358215332, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 2.4568373842024265e-10 }, { "score": -10.02161693572998, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]", "probability": 2.412350426851134e-10 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.08539867401123, "probability": 0.999999956900128 }, { "score": -7.075292110443115, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 4.771091045185278e-09 }, { "score": -7.136959075927734, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 4.485760489027736e-09 }, { "score": -7.309657573699951, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.774279660700466e-09 }, { "score": -7.340553283691406, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.659453561549818e-09 }, { "score": -7.535767555236816, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.0104800906543105e-09 }, { "score": -7.794098854064941, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.32511212985349e-09 }, { "score": -7.90325927734375, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.0846643154225284e-09 }, { "score": -7.966797351837158, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.9563290197992794e-09 }, { "score": -7.968471050262451, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 1.95305745357082e-09 }, { "score": -7.997693061828613, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.8968110057162764e-09 }, { "score": -8.016240119934082, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.861954979332583e-09 }, { "score": -8.047342300415039, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.8049354320368221e-09 }, { "score": -8.171345710754395, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 1.5944381371719263e-09 }, { "score": -8.18893814086914, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.5666333893253716e-09 }, { "score": -8.219834327697754, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.5189704838746034e-09 }, { "score": -8.250118255615234, "text": "5", "probability": 1.4736596491476631e-09 }, { "score": -8.383682250976562, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.2894101540190303e-09 }, { "score": -8.560399055480957, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.0805477239183183e-09 }, { "score": -8.645613670349121, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 9.922833766812484e-10 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.593463897705078, "probability": 0.9999997244728018 }, { "score": -4.201080799102783, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 1.38202619367807e-07 }, { "score": -5.745060920715332, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 2.9510340961805726e-08 }, { "score": -6.500818729400635, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.3859666540058077e-08 }, { "score": -6.642439365386963, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.2029503993362433e-08 }, { "score": -6.925275802612305, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 9.065952028141619e-09 }, { "score": -7.052791118621826, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 7.980575647133325e-09 }, { "score": -7.1136088371276855, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 7.509679786512734e-09 }, { "score": -7.164967060089111, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\")", "probability": 7.133732599065798e-09 }, { "score": -7.255229473114014, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 6.518030049253228e-09 }, { "score": -7.297086715698242, "text": "Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 6.250834332356037e-09 }, { "score": -7.346677303314209, "text": "5", "probability": 5.94841239985422e-09 }, { "score": -7.465762615203857, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 5.280596413864201e-09 }, { "score": -7.665581226348877, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 4.324170963911356e-09 }, { "score": -7.688615322113037, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 4.225705975321689e-09 }, { "score": -7.741715431213379, "text": "Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 4.0071739109666836e-09 }, { "score": -7.836658000946045, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.644224781134077e-09 }, { "score": -7.897207736968994, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 3.4301154748394343e-09 }, { "score": -7.899624824523926, "text": "This", "probability": 3.421834597247929e-09 }, { "score": -7.971654415130615, "text": "Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 3.18402859436308e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Insurance": [ { "text": "", "score": 11.854147911071777, "probability": 0.9999999531857933 }, { "score": -6.928432941436768, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.963518913676115e-09 }, { "score": -7.067237854003906, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 6.061031651154203e-09 }, { "score": -7.1620635986328125, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 5.51269867217627e-09 }, { "score": -7.772352695465088, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.9944637993278905e-09 }, { "score": -7.796175479888916, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.9239703428487534e-09 }, { "score": -7.828203201293945, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.8318060201236395e-09 }, { "score": -7.934980392456055, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.5450173992112733e-09 }, { "score": -7.966386318206787, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.466330851163282e-09 }, { "score": -8.029806137084961, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 2.3147732671261952e-09 }, { "score": -8.22446060180664, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.9053339160877663e-09 }, { "score": -8.425893783569336, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.5577213735674515e-09 }, { "score": -8.564698219299316, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.3558379273358262e-09 }, { "score": -8.582392692565918, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 1.3320580956161387e-09 }, { "score": -8.603540420532227, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.3041838704730609e-09 }, { "score": -8.659523963928223, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.2331771836708852e-09 }, { "score": -8.744673728942871, "text": "\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.1325187676538904e-09 }, { "score": -9.071037292480469, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 8.171607774812388e-10 }, { "score": -9.092203140258789, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 8.000466334517988e-10 }, { "score": -9.140195846557617, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 7.625570394234101e-10 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 11.915386199951172, "probability": 0.9999998677803713 }, { "score": -5.9336628913879395, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.771154369908528e-08 }, { "score": -6.033957004547119, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.6021354685858435e-08 }, { "score": -6.106931209564209, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 1.4893848795731777e-08 }, { "score": -6.357856750488281, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 1.1588610406794209e-08 }, { "score": -6.6489410400390625, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis.", "probability": 8.661937823902985e-09 }, { "score": -6.770508766174316, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 7.670415136347822e-09 }, { "score": -6.82417106628418, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 7.269652116621086e-09 }, { "score": -6.832887172698975, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 7.206564394225049e-09 }, { "score": -7.0944085121154785, "text": "Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 5.5481858067827586e-09 }, { "score": -7.1902947425842285, "text": "Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 5.040900628204581e-09 }, { "score": -7.317829132080078, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 4.43731903309471e-09 }, { "score": -7.4104180335998535, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 4.044918779906537e-09 }, { "score": -7.511660099029541, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 3.6554507351395635e-09 }, { "score": -7.588990211486816, "text": "4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 3.3834276500350533e-09 }, { "score": -7.627098083496094, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 3.256918233993859e-09 }, { "score": -7.64172887802124, "text": "Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.2096138268867076e-09 }, { "score": -7.712307929992676, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 2.9908917132093956e-09 }, { "score": -7.734317779541016, "text": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 2.9257817947715352e-09 }, { "score": -7.813778877258301, "text": "NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n\n1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\").\n\n2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis.", "probability": 2.7022928801921117e-09 } ], "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.57419204711914, "probability": 0.9999999351409208 }, { "score": -6.721879482269287, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 1.132705648200347e-08 }, { "score": -6.87428092956543, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "probability": 9.725903551832475e-09 }, { "score": -7.407140254974365, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 5.708369721298032e-09 }, { "score": -7.683484077453613, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 4.330095717873711e-09 }, { "score": -7.85080099105835, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "probability": 3.662964286338616e-09 }, { "score": -7.92945671081543, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.", "probability": 3.385890737038932e-09 }, { "score": -7.949335098266602, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 3.3192492462240126e-09 }, { "score": -7.9852423667907715, "text": "Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\".", "probability": 3.2021784959914275e-09 }, { "score": -8.191447257995605, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 2.6055048764725672e-09 }, { "score": -8.245312690734863, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement", "probability": 2.4688711804964104e-09 }, { "score": -8.34384822845459, "text": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:", "probability": 2.237200922953255e-09 }, { "score": -8.374265670776367, "text": "5", "probability": 2.1701755311065797e-09 }, { "score": -8.492341995239258, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC", "probability": 1.9284792322164065e-09 }, { "score": -8.524580955505371, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This", "probability": 1.867298566324809e-09 }, { "score": -8.771857261657715, "text": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein.", "probability": 1.4582199263229e-09 }, { "score": -8.778722763061523, "text": "5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "probability": 1.4482428035362842e-09 }, { "score": -8.818843841552734, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term.", "probability": 1.3912879257245753e-09 }, { "score": -8.868781089782715, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n 5", "probability": 1.323517063334347e-09 }, { "score": -8.887807846069336, "text": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:", "probability": 1.2985728826667916e-09 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Document Name": [ { "score": 13.66106128692627, "text": "Strategic Alliance Agreement", "probability": 0.18746402074754476 }, { "score": 13.41916275024414, "text": "STRATEGIC ALLIANCE AGREEMENT", "probability": 0.14718472064906796 }, { "score": 13.269929885864258, "text": "Strategic Alliance Agreement\n\nThis Strategic Alliance Agreement", "probability": 0.12678028344653255 }, { "score": 13.216917991638184, "text": "Strategic Alliance Agreement", "probability": 0.12023445669321706 }, { "score": 12.751577377319336, "text": "Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"\n\nWHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies.\n\nWHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement", "probability": 0.07549776310320795 }, { "score": 12.382062911987305, "text": "Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"\n\nWHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies.\n\nWHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement", "probability": 0.052174223106922095 }, { "score": 12.360445022583008, "text": "Strategic Alliance Agreement\n\nThis Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"\n\nWHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies.\n\nWHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement", "probability": 0.051058430516022005 }, { "score": 12.326295852661133, "text": "STRATEGIC ALLIANCE AGREEMENT.\"", "probability": 0.049344262779453855 }, { "score": 11.990930557250977, "text": "Strategic Alliance Agreement\n\nThis Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"\n\nWHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies.\n\nWHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement", "probability": 0.03528493872845643 }, { "score": 11.659513473510742, "text": "Share Subscription Agreement", "probability": 0.025331257924652604 }, { "score": 11.540613174438477, "text": "Share Subscription Agreement (\"Share Subscription Agreement", "probability": 0.022491530703314548 }, { "score": 11.292078018188477, "text": "Share Subscription Agreement", "probability": 0.017542099347362373 }, { "score": 11.112174034118652, "text": "Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"\n\nWHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies.\n\nWHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement\"). ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement", "probability": 0.014653799961157826 }, { "score": 11.053751945495605, "text": "Strategic Alliance Agreement (\"", "probability": 0.013822222128941542 }, { "score": 10.977827072143555, "text": "Share Subscription Agreement (\"Share Subscription Agreement\"). ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\"); Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS (\"Transaction\").\n\nWHEREAS, ChipMOS and Tsinghua Unigroup, in order to strengthen their relationship, are going to form a strategic alliance, establish a long-term cooperative relationship, share resources and networks, support each other in the semiconductor industry, and strive for expansion and growth. NOW, THEREFORE, the Parties hereby agree as follows:\n\n Article 1 Strategic Alliance\n\n1.1 Content of Strategic Alliance and Expected Benefits After the Closing Date (as defined in the Share Subscription Agreement", "probability": 0.012811621937824152 }, { "score": 10.922563552856445, "text": "Share Subscription Agreement (\"Share Subscription Agreement", "probability": 0.012122814868857848 }, { "score": 10.721041679382324, "text": "Strategic Alliance Agreement\n\nThis Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"\n\nWHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies.\n\nWHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement\"). ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement", "probability": 0.009910227751908997 }, { "score": 10.662620544433594, "text": "Strategic Alliance Agreement\n\nThis Strategic Alliance Agreement (\"", "probability": 0.009347848362476215 }, { "score": 10.634392738342285, "text": "Share Subscription Agreement", "probability": 0.009087668540221718 }, { "text": "", "score": 10.488727569580078, "probability": 0.007855808702857276 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Parties": [ { "score": 13.18481731414795, "text": "ChipMOS TECHNOLOGIES INC.,", "probability": 0.1655952153936962 }, { "score": 13.026293754577637, "text": "ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup", "probability": 0.14131943004661737 }, { "score": 13.020913124084473, "text": "ChipMOS", "probability": 0.14056108443038828 }, { "score": 12.911138534545898, "text": "Tsinghua Unigroup", "probability": 0.12594780428026178 }, { "score": 12.730691909790039, "text": "ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"", "probability": 0.10515347447385873 }, { "score": 12.6155366897583, "text": "Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"", "probability": 0.09371569937732047 }, { "score": 11.849674224853516, "text": "ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"", "probability": 0.04357149968603107 }, { "text": "", "score": 11.679447174072266, "probability": 0.036751395910914454 }, { "score": 11.286066055297852, "text": "ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd.", "probability": 0.024798795665915373 }, { "score": 11.170909881591797, "text": "Tsinghua Unigroup Ltd.", "probability": 0.022101354946207092 }, { "score": 11.076976776123047, "text": "ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd", "probability": 0.02011982829116351 }, { "score": 10.961822509765625, "text": "Tsinghua Unigroup Ltd", "probability": 0.017931367339861587 }, { "score": 10.64194107055664, "text": "ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. 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(\"Tsinghua Unigroup\"),", "probability": 0.006499354312928432 }, { "score": 9.812893867492676, "text": "ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS", "probability": 0.005683816364825849 }, { "score": 9.573827743530273, "text": "ChipMOS TECHNOLOGIES INC. Tsinghua Unigroup Ltd.", "probability": 0.004475225664899791 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Agreement Date": [ { "score": 15.382543563842773, "text": "11th day of December, 2015", "probability": 0.9511611587796596 }, { "score": 11.535819053649902, "text": "11th day of December, 2015 (\"", "probability": 0.020306864882544816 }, { "score": 11.033308029174805, "text": "this 11th day of December, 2015", "probability": 0.012285847325501633 }, { "text": "", "score": 10.834295272827148, "probability": 0.010068736423997972 }, { "score": 9.100951194763184, "text": "11th day of December", "probability": 0.0017790706861695858 }, { "score": 8.560303688049316, "text": "11th day of December,", "probability": 0.001036079247703394 }, { "score": 8.477385520935059, "text": "11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup 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(\"Execution Date", "probability": 0.00017192178695544944 }, { "score": 6.387901306152344, "text": "on this 11th day of December, 2015", "probability": 0.00011801320581841103 }, { "score": 6.051623344421387, "text": "December, 2015", "probability": 8.431152503445345e-05 }, { "score": 5.993861198425293, "text": "is executed on this 11th day of December, 2015", "probability": 7.957949221702336e-05 }, { "score": 5.98116397857666, "text": "11", "probability": 7.857544172316235e-05 }, { "score": 5.96799898147583, "text": "day of December, 2015", "probability": 7.754777571333614e-05 }, { "score": 5.860905647277832, "text": "of December, 2015", "probability": 6.967216426267634e-05 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Effective Date": [ { "score": 15.742392539978027, "text": "11th day of December, 2015", "probability": 0.945286091836516 }, { "score": 11.721980094909668, "text": "11th day of December, 2015 (\"", "probability": 0.016963690031193142 }, { "text": "", "score": 11.586538314819336, "probability": 0.014814899527623281 }, { "score": 11.169320106506348, "text": "this 11th day of December, 2015", "probability": 0.009761198508508734 }, { "score": 10.554139137268066, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\").", "probability": 0.005276348157820043 }, { "score": 9.8931303024292, "text": "11th day of December", "probability": 0.002724337792923144 }, { "score": 9.440239906311035, "text": "11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd.", "probability": 0.0017321007716498173 }, { "score": 8.968340873718262, "text": "11th day of December,", "probability": 0.0010805130321360368 }, { "score": 8.224016189575195, "text": "11th day of December, 2015 (\"Execution Date", "probability": 0.0005133031226051745 }, { "score": 7.958554267883301, "text": "th day of December, 2015", "probability": 0.0003936273427947918 }, { "score": 7.913811206817627, "text": "This Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015", "probability": 0.00037640344876991384 }, { "score": 7.567853927612305, "text": "11th day of December, 2015 (\"Execution Date\")", "probability": 0.0002663215174185066 }, { "score": 7.148907661437988, "text": "this 11th day of December, 2015 (\"", "probability": 0.00017517019160790157 }, { "score": 6.653442859649658, "text": "day of December, 2015", "probability": 0.00010672903325347987 }, { "score": 6.640140533447266, "text": "is executed on this 11th day of December, 2015", "probability": 0.00010531869005734782 }, { "score": 6.554771423339844, "text": "of December, 2015", "probability": 9.670081075991662e-05 }, { "score": 6.400949478149414, "text": "11", "probability": 8.291366133553082e-05 }, { "score": 6.398135185241699, "text": "on this 11th day of December, 2015", "probability": 8.268064604691346e-05 }, { "score": 6.390773296356201, "text": "December, 2015", "probability": 8.207419536799335e-05 }, { "score": 6.3598833084106445, "text": "11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC.,", "probability": 7.95776816118482e-05 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Expiration Date": [ { "score": 14.672595977783203, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\").", "probability": 0.5564559281345827 }, { "score": 14.374643325805664, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\").", "probability": 0.4130775389064636 }, { "text": "", "score": 11.343305587768555, "probability": 0.01993142402173792 }, { "score": 9.770872116088867, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 0.0041365582899433795 }, { "score": 8.80282211303711, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 0.0015711598555494366 }, { "score": 8.49563217163086, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period", "probability": 0.0011556051737373967 }, { "score": 7.91611385345459, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 0.0006473331827138888 }, { "score": 7.859379768371582, "text": "Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\").", "probability": 0.0006116297051354875 }, { "score": 7.760434150695801, "text": "This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement.", "probability": 0.0005540092729297526 }, { "score": 7.343270301818848, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 0.0003650438837730096 }, { "score": 7.103453636169434, "text": "Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\").", "probability": 0.00028720633944909636 }, { "score": 6.778121471405029, "text": "This Agreement may be terminated as follows:", "probability": 0.0002074455188541303 }, { "score": 6.69837760925293, "text": "the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\").", "probability": 0.00019154540518397908 }, { "score": 6.666665554046631, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period", "probability": 0.0001855664108774868 }, { "score": 6.63063907623291, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date", "probability": 0.00017900009745548548 }, { "score": 6.187679767608643, "text": "Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\").", "probability": 0.00011494192969567515 }, { "score": 6.13138484954834, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.\n\n2.3 Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement.", "probability": 0.00010865004529593921 }, { "score": 6.1044769287109375, "text": "\").", "probability": 0.000105765481329527 }, { "score": 5.549606800079346, "text": "\").", "probability": 6.0724914939082196e-05 }, { "score": 5.4120988845825195, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period", "probability": 5.292343035316275e-05 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Renewal Term": [ { "score": 12.503084182739258, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 0.7649535431979009 }, { "text": "", "score": 11.278129577636719, "probability": 0.22472119466820525 }, { "score": 7.660236358642578, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period", "probability": 0.006031328370178464 }, { "score": 6.655304431915283, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 0.0022078856835337874 }, { "score": 6.19786262512207, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 0.0013973723029446319 }, { "score": 4.293832778930664, "text": "The", "probability": 0.00020816249055479296 }, { "score": 3.411559581756592, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 8.614619390490038e-05 }, { "score": 3.35235857963562, "text": "Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 8.119427826881734e-05 }, { "score": 2.8590500354766846, "text": "Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 4.9577457069788495e-05 }, { "score": 2.6286959648132324, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 3.9377010855693805e-05 }, { "score": 2.5715508460998535, "text": ".", "probability": 3.718989358254405e-05 }, { "score": 2.4502615928649902, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or", "probability": 3.2941978715654584e-05 }, { "score": 2.3448662757873535, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 2.964674907717511e-05 }, { "score": 2.0925474166870117, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement", "probability": 2.3035433492341682e-05 }, { "score": 2.0301613807678223, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows", "probability": 2.1642253429258136e-05 }, { "score": 1.9534759521484375, "text": "may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 2.0044647340061607e-05 }, { "score": 1.812456727027893, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period", "probability": 1.7408227293107313e-05 }, { "score": 1.8002433776855469, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This", "probability": 1.719690761904768e-05 }, { "score": 1.5734920501708984, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 1.3707981446756277e-05 }, { "score": 1.3895020484924316, "text": "Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 1.1404274586782438e-05 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Notice Period To Terminate Renewal": [ { "score": 12.02816104888916, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 0.5059199836869201 }, { "text": "", "score": 11.783086776733398, "probability": 0.3959564575871667 }, { "score": 10.13032054901123, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 0.07583333880667227 }, { "score": 7.769700527191162, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period", "probability": 0.007155762671132775 }, { "score": 7.597494125366211, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 0.006023759693916428 }, { "score": 7.4131550788879395, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 0.0050096825598175574 }, { "score": 6.570443630218506, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period", "probability": 0.002156876484439394 }, { "score": 5.70151948928833, "text": "This Agreement may be terminated as follows:", "probability": 0.0009045994428699536 }, { "score": 4.390820503234863, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 0.0002439085244253501 }, { "score": 3.80425763130188, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement", "probability": 0.00013567066704685027 }, { "score": 3.7734713554382324, "text": "The", "probability": 0.0001315575116959914 }, { "score": 3.7458302974700928, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 0.0001279709198376257 }, { "score": 3.4937682151794434, "text": "This Agreement may be terminated as follows:", "probability": 9.945854926340347e-05 }, { "score": 2.8851280212402344, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows", "probability": 5.411442429321149e-05 }, { "score": 2.881011962890625, "text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 5.389214393854155e-05 }, { "score": 2.782193183898926, "text": "The", "probability": 4.882126302897968e-05 }, { "score": 2.647557258605957, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows", "probability": 4.267144710401396e-05 }, { "score": 2.4599404335021973, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This", "probability": 3.5371739615583524e-05 }, { "score": 2.4570531845092773, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 3.52697598872782e-05 }, { "score": 2.3225841522216797, "text": ".", "probability": 3.083211692809563e-05 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Governing Law": [ { "score": 15.471731185913086, "text": "This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "probability": 0.949505356728968 }, { "text": "", "score": 12.20602035522461, "probability": 0.036242423087566825 }, { "score": 11.218052864074707, "text": "This Agreement shall be governed by, and construed in accordance with the laws of Taiwan", "probability": 0.013494238951494935 }, { "score": 6.781720161437988, "text": "3.1 Governing Law and Jurisdiction This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "probability": 0.0001597620349187767 }, { "score": 6.495987892150879, "text": "Governing Law and Jurisdiction This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "probability": 0.00012005538249283405 }, { "score": 6.280509948730469, "text": ".", "probability": 9.678337306457887e-05 }, { "score": 6.140844345092773, "text": "This", "probability": 8.416756304494992e-05 }, { "score": 5.944216728210449, "text": "Article 3 Miscellaneous\n\n3.1 Governing Law and Jurisdiction This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "probability": 6.914335742683911e-05 }, { "score": 5.531919479370117, "text": "Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "probability": 4.578171356751305e-05 }, { "score": 5.1665167808532715, "text": "shall be governed by, and construed in accordance with the laws of Taiwan.", "probability": 3.1768716438780336e-05 }, { "score": 4.944158554077148, "text": "the laws of Taiwan.", "probability": 2.5434939992273588e-05 }, { "score": 4.884628772735596, "text": "This Agreement shall be governed by, and construed in accordance with the laws of Taiwan. The Parties shall first seek to solve any dispute arising out of or related to this Agreement through negotiation.", "probability": 2.396499053528466e-05 }, { "score": 4.800717830657959, "text": "be governed by, and construed in accordance with the laws of Taiwan.", "probability": 2.203612375417793e-05 }, { "score": 4.332950115203857, "text": "by, and construed in accordance with the laws of Taiwan.", "probability": 1.380340609436416e-05 }, { "score": 4.2249603271484375, "text": "and construed in accordance with the laws of Taiwan.", "probability": 1.239044476492652e-05 }, { "score": 4.221364498138428, "text": "governed by, and construed in accordance with the laws of Taiwan.", "probability": 1.2345970852406868e-05 }, { "score": 4.128855228424072, "text": "This Agreement shall be governed by, and construed in accordance with the laws of Taiwan. The Parties shall first seek to solve any dispute arising out of or related to this Agreement through negotiation. If the Parties fail to solve such dispute through negotiation, each Party shall have the right to issue notice (\"Dispute Notice\") to the other Party, and such Dispute Notice shall include the content of the dispute. If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators.", "probability": 1.1255090254231699e-05 }, { "score": 4.027338027954102, "text": "This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.\n\n2.3 Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement. - 3 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only) Article 3 Miscellaneous\n\n3.1 Governing Law and Jurisdiction This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "probability": 1.0168587310511483e-05 }, { "score": 3.9777345657348633, "text": "in accordance with the laws of Taiwan.", "probability": 9.676495790853305e-06 }, { "score": 3.953312873840332, "text": "This Agreement shall be governed by, and construed in accordance with the laws of Taiwan. The", "probability": 9.443041667293818e-06 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Most Favored Nation": [ { "text": "", "score": 12.039426803588867, "probability": 0.9328897199627301 }, { "score": 8.120393753051758, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.018527459778395594 }, { "score": 8.082917213439941, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.017845964501441325 }, { "score": 7.8232316970825195, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.013764487254538226 }, { "score": 7.457877159118652, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 0.009551873850854167 }, { "score": 6.210568904876709, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.0027440339870887656 }, { "score": 5.845214366912842, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 0.0019042239643533747 }, { "score": 4.957469940185547, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 0.0007837463305663859 }, { "score": 4.643913269042969, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.0005727954882177679 }, { "score": 3.627336025238037, "text": "Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.00020725532661733923 }, { "score": 3.622954845428467, "text": "To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.0002063492899689336 }, { "score": 3.3448073863983154, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 0.0001562446200362885 }, { "score": 3.3315842151641846, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.00015419217052301738 }, { "score": 3.2941079139709473, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.00014852055762231605 }, { "score": 3.2575998306274414, "text": "To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 0.00014319614023328291 }, { "score": 3.0344223976135254, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.00011455303086948152 }, { "score": 2.737029552459717, "text": "Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.", "probability": 8.508451208095357e-05 }, { "score": 2.669067859649658, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 7.949414168969704e-05 }, { "score": 2.515852451324463, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 6.820159292049256e-05 }, { "score": 2.25616717338562, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 5.26034992524695e-05 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Compete": [ { "text": "", "score": 11.646051406860352, "probability": 0.9999450374390852 }, { "score": 0.6875345706939697, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.7408154706505168e-05 }, { "score": 0.2188647985458374, "text": "The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof.", "probability": 1.0894618868861891e-05 }, { "score": 0.18064677715301514, "text": "The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof. The Parties shall negotiate and determine whether to make the announcement by press release, press conference or any other method and the content of the announcement.", "probability": 1.048610412686594e-05 }, { "score": -0.29276609420776367, "text": "This Agreement may be terminated as follows:", "probability": 6.5315095809354866e-06 }, { "score": -1.4323028326034546, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.089868936975009e-06 }, { "score": -1.4629063606262207, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 2.0268803272969743e-06 }, { "score": -2.0233802795410156, "text": "Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.1572238540395313e-06 }, { "score": -2.705855369567871, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 5.848199934907213e-07 }, { "score": -2.8559396266937256, "text": "The", "probability": 5.033168233547448e-07 }, { "score": -2.949678659439087, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 4.582802087695638e-07 }, { "score": -3.0937299728393555, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 3.967988563306314e-07 }, { "score": -3.1449434757232666, "text": "However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof.", "probability": 3.7698899283264047e-07 }, { "score": -3.16947078704834, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD.", "probability": 3.678549412106951e-07 }, { "score": -3.183161497116089, "text": "However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof. The Parties shall negotiate and determine whether to make the announcement by press release, press conference or any other method and the content of the announcement.", "probability": 3.628530636187691e-07 }, { "score": -3.1888108253479004, "text": "However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 3.6080896688558726e-07 }, { "score": -3.4165380001068115, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 2.8732715111062955e-07 }, { "score": -3.5827436447143555, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 2.4332933681713805e-07 }, { "score": -3.6678433418273926, "text": "The Parties shall negotiate and determine whether to make the announcement by press release, press conference or any other method and the content of the announcement.", "probability": 2.2347870372954222e-07 }, { "score": -3.767192840576172, "text": "ChipMOS TECHNOLOGIES INC.,", "probability": 2.0234347515069463e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Exclusivity": [ { "text": "", "score": 12.11884880065918, "probability": 0.9987895201114972 }, { "score": 5.01857852935791, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.0008238834482051018 }, { "score": 3.7466182708740234, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.00023091941920814427 }, { "score": 2.357877254486084, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 5.758878239680573e-05 }, { "score": 2.1412179470062256, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 4.637073231777524e-05 }, { "score": 1.0103462934494019, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.4966237601881868e-05 }, { "score": 0.635965883731842, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.029250981147409e-05 }, { "score": 0.5280153751373291, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 9.239298097843555e-06 }, { "score": -0.5850691795349121, "text": "Chip", "probability": 3.0355158121755575e-06 }, { "score": -0.6359941363334656, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 2.884802407059862e-06 }, { "score": -0.8417980670928955, "text": "This Agreement may be terminated as follows:", "probability": 2.34820798362865e-06 }, { "score": -0.9705381393432617, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used", "probability": 2.064550247458722e-06 }, { "score": -1.4099255800247192, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.3304602888048593e-06 }, { "score": -1.4586732387542725, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.2671588969586406e-06 }, { "score": -1.886815071105957, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)", "probability": 8.258314954715366e-07 }, { "score": -1.9332835674285889, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 7.883343136183037e-07 }, { "score": -1.9670405387878418, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 7.621666894999198e-07 }, { "score": -2.02473521232605, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 7.194381864695014e-07 }, { "score": -2.1836998462677, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 6.136998573230126e-07 }, { "score": -2.241394519805908, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 5.792946851019607e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.060803413391113, "probability": 0.9997439125508613 }, { "score": 3.5939443111419678, "text": "This Agreement may be terminated as follows:", "probability": 0.00021027061320912026 }, { "score": 1.2800542116165161, "text": "This Agreement may be terminated as follows:", "probability": 2.0790688868823938e-05 }, { "score": -0.0837554931640625, "text": "The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof.", "probability": 5.315863860647002e-06 }, { "score": -0.31577348709106445, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 4.215117793121875e-06 }, { "score": -0.42733949422836304, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 3.7701377154871204e-06 }, { "score": -0.888939619064331, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan", "probability": 2.3762209872177686e-06 }, { "score": -1.2325670719146729, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.685199496615053e-06 }, { "score": -1.4869215488433838, "text": "This Agreement may be terminated as follows", "probability": 1.3067321458317503e-06 }, { "score": -1.594191312789917, "text": "This", "probability": 1.1738156848852395e-06 }, { "score": -1.698216199874878, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 1.057846062695937e-06 }, { "score": -2.2105202674865723, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 6.337699513459535e-07 }, { "score": -2.3617687225341797, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 5.448102564690298e-07 }, { "score": -2.3958263397216797, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 5.265677291115854e-07 }, { "score": -2.5158839225769043, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.\n\n2.3 Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement.", "probability": 4.6699678848210234e-07 }, { "score": -2.566936492919922, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.\n\n2.3 Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement. - 3 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only) Article 3 Miscellaneous\n\n3.1 Governing Law and Jurisdiction This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "probability": 4.4375375840119193e-07 }, { "score": -2.6375303268432617, "text": "Early Termination This Agreement may be terminated as follows:", "probability": 4.1350763410877745e-07 }, { "score": -2.6763954162597656, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 3.9774491672086237e-07 }, { "score": -2.756131410598755, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 3.67261780708638e-07 }, { "score": -2.8606908321380615, "text": "This Agreement may be terminated as follows:\n\n(1)", "probability": 3.308004988542427e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.873285293579102, "probability": 0.9998570570675581 }, { "score": 2.772794008255005, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.00011159500819266602 }, { "score": 0.5091745853424072, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.1602921229965026e-05 }, { "score": 0.16596448421478271, "text": "This Agreement may be terminated as follows:", "probability": 8.23214650553635e-06 }, { "score": -0.7252801656723022, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 3.3763733010054117e-06 }, { "score": -1.103304386138916, "text": "However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.", "probability": 2.3135379318359762e-06 }, { "score": -1.4422554969787598, "text": "However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof.", "probability": 1.6484357604051652e-06 }, { "score": -1.5182099342346191, "text": "The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof.", "probability": 1.5278665904242127e-06 }, { "score": -2.63303542137146, "text": "However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 5.010982395788678e-07 }, { "score": -2.765991449356079, "text": "hua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 4.3871330715261826e-07 }, { "score": -2.9888997077941895, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 3.5105323633086287e-07 }, { "score": -3.308035135269165, "text": "Chip", "probability": 2.5513745903212255e-07 }, { "score": -3.398667812347412, "text": ":", "probability": 2.3303060057219005e-07 }, { "score": -3.557159900665283, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.9887523922575157e-07 }, { "score": -3.9952917098999023, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 1.2832240425163614e-07 }, { "score": -4.00413703918457, "text": "ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.271923555258677e-07 }, { "score": -4.199755668640137, "text": "However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The", "probability": 1.0459355369505882e-07 }, { "score": -4.205211639404297, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share", "probability": 1.04024448247064e-07 }, { "score": -4.215511322021484, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 1.0295852818786788e-07 }, { "score": -4.228365421295166, "text": "ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd.", "probability": 1.0164355852650634e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.199792861938477, "probability": 0.9998918020776393 }, { "score": 2.947788953781128, "text": "This Agreement may be terminated as follows:", "probability": 9.590886772112271e-05 }, { "score": 0.3026343584060669, "text": "This Agreement may be terminated as follows:", "probability": 6.808990359517244e-06 }, { "score": -1.7360708713531494, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 8.865113245463231e-07 }, { "score": -1.7983441352844238, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 8.329891658896036e-07 }, { "score": -1.8787858486175537, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 7.686063367361082e-07 }, { "score": -2.2435152530670166, "text": "This Agreement may be terminated as follows", "probability": 5.337083443712487e-07 }, { "score": -2.4015004634857178, "text": "This", "probability": 4.5571349323806805e-07 }, { "score": -2.9249181747436523, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.\n\n2.3 Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement.", "probability": 2.7000665220417337e-07 }, { "score": -2.9754371643066406, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 2.567050105885278e-07 }, { "score": -3.0349886417388916, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2)", "probability": 2.4186413176250057e-07 }, { "score": -3.1141183376312256, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 2.2346312991023948e-07 }, { "score": -3.344407320022583, "text": "This Agreement may be terminated as follows:\n\n(1)", "probability": 1.7749766452249706e-07 }, { "score": -3.563962936401367, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 1.4250852675993728e-07 }, { "score": -3.5641560554504395, "text": "(d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only) 1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 1.4248100830601907e-07 }, { "score": -3.7185957431793213, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan", "probability": 1.220912881016723e-07 }, { "score": -3.7257604598999023, "text": "Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 1.212196648039759e-07 }, { "score": -3.7521376609802246, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)", "probability": 1.1806403068903133e-07 }, { "score": -3.921855926513672, "text": "This", "probability": 9.963453532671203e-08 }, { "score": -4.057456970214844, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 8.6999972365527e-08 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Disparagement": [ { "text": "", "score": 11.587230682373047, "probability": 0.9999358664770743 }, { "score": 1.7436983585357666, "text": "This Agreement may be terminated as follows:", "probability": 5.3086045576803954e-05 }, { "score": -1.1521344184875488, "text": "The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof.", "probability": 2.9331628784963642e-06 }, { "score": -1.9673494100570679, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.298054142880343e-06 }, { "score": -2.060227394104004, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 1.1829228246756442e-06 }, { "score": -2.3185877799987793, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 9.135912295673104e-07 }, { "score": -2.3203206062316895, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof.", "probability": 9.120095055407878e-07 }, { "score": -2.490833282470703, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 7.690359646773922e-07 }, { "score": -2.8276987075805664, "text": "This Agreement may be terminated as follows", "probability": 5.49095462875951e-07 }, { "score": -2.92667293548584, "text": "This", "probability": 4.973520291471459e-07 }, { "score": -3.660578727722168, "text": "Early Termination This Agreement may be terminated as follows:", "probability": 2.3874410579145953e-07 }, { "score": -3.6939480304718018, "text": "The", "probability": 2.3090883721120924e-07 }, { "score": -3.745403289794922, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement", "probability": 2.1932786904953967e-07 }, { "score": -3.827617645263672, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.020173073598467e-07 }, { "score": -3.848156690597534, "text": "The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement. However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 1.9791038523087836e-07 }, { "score": -3.8487675189971924, "text": "The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement.", "probability": 1.977895328607796e-07 }, { "score": -3.896782398223877, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 1.8851708149062787e-07 }, { "score": -3.9034006595611572, "text": "ChipMOS TECHNOLOGIES INC.,", "probability": 1.8727354574011661e-07 }, { "score": -3.958806037902832, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or", "probability": 1.7717979023797624e-07 }, { "score": -4.108250141143799, "text": "The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement. However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof.", "probability": 1.5258485657478194e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Termination For Convenience": [ { "text": "", "score": 11.636247634887695, "probability": 0.9592622061796733 }, { "score": 7.2946014404296875, "text": "This Agreement may be terminated as follows:", "probability": 0.012484879340149947 }, { "score": 6.788767337799072, "text": "In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 0.007528412202303217 }, { "score": 6.4990763664245605, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 0.0056349776730635895 }, { "score": 6.316238880157471, "text": "In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 0.004693392643200743 }, { "score": 6.026547908782959, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 0.003512980166955515 }, { "score": 5.357327938079834, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 0.001799024829936105 }, { "score": 4.697012901306152, "text": "In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or", "probability": 0.0009295355001389994 }, { "score": 4.408950328826904, "text": "In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 0.0006968864093522489 }, { "score": 4.407321929931641, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or", "probability": 0.000695752523752723 }, { "score": 3.982853412628174, "text": "In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party", "probability": 0.0004551037934826534 }, { "score": 3.980804443359375, "text": "if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 0.0004541722544690043 }, { "score": 3.938633680343628, "text": "In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or", "probability": 0.0004354176903981298 }, { "score": 3.693162441253662, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party", "probability": 0.0003406428402547778 }, { "score": 3.5258395671844482, "text": "In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 0.000288158785007337 }, { "score": 3.390303611755371, "text": "Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 0.0002516340147900654 }, { "score": 3.15602707862854, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan", "probability": 0.0001990784914751054 }, { "score": 2.9177751541137695, "text": "Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 0.0001568746771641228 }, { "score": 2.472815990447998, "text": "(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 0.00010053320674531069 }, { "score": 2.2485554218292236, "text": "Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 8.033677768750232e-05 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.17119026184082, "probability": 0.9958922411809842 }, { "score": 5.795191764831543, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 0.001694928510313635 }, { "score": 4.954960823059082, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.0007315495095122299 }, { "score": 4.739875316619873, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 0.0005899745461835259 }, { "score": 4.40224552154541, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.0004209228651954494 }, { "score": 3.7638065814971924, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.00022229618487889412 }, { "score": 3.3114676475524902, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 0.0001414111669937012 }, { "score": 2.780233144760132, "text": "If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators.", "probability": 8.31326248300028e-05 }, { "score": 2.142897605895996, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 4.3952156198235866e-05 }, { "score": 1.5996588468551636, "text": "(c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only) 1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 2.553022193042581e-05 }, { "score": 1.5777897834777832, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 2.4977960617825806e-05 }, { "score": 1.5492572784423828, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 2.4275348143681456e-05 }, { "score": 1.367834210395813, "text": "(c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 2.0247640893574028e-05 }, { "score": 1.093174695968628, "text": "Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.5384780988115196e-05 }, { "score": 0.957645058631897, "text": "This Agreement may be terminated as follows:", "probability": 1.3434810485236517e-05 }, { "score": 0.8958082795143127, "text": "As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only) 1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 1.2629209644879146e-05 }, { "score": 0.8658984303474426, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.2257065026938471e-05 }, { "score": 0.8071565628051758, "text": "(d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only) 1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "probability": 1.1557801229502319e-05 }, { "score": 0.6508128643035889, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 9.88498502392432e-06 }, { "score": 0.601720929145813, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 9.411430925971717e-06 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Change Of Control": [ { "text": "", "score": 12.22439956665039, "probability": 0.994655136458818 }, { "score": 6.225330352783203, "text": "This Agreement may be terminated as follows:", "probability": 0.002467799509418314 }, { "score": 5.403838157653809, "text": "(c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 0.001085276367947384 }, { "score": 5.215487480163574, "text": "As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 0.0008989606593442589 }, { "score": 4.035311222076416, "text": "(c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 0.0002761828137105687 }, { "score": 3.8469605445861816, "text": "As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 0.00022876890315264134 }, { "score": 2.9618144035339355, "text": "(d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 9.440237166653286e-05 }, { "score": 2.8927392959594727, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 8.810163479043491e-05 }, { "score": 1.8604941368103027, "text": "This Agreement may be terminated as follows", "probability": 3.1382359312196186e-05 }, { "score": 1.8068008422851562, "text": "As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 2.974177535674879e-05 }, { "score": 1.7130786180496216, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.7080946811710988e-05 }, { "score": 1.6117135286331177, "text": "(c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 2.447042686003322e-05 }, { "score": 1.4761656522750854, "text": "(c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary", "probability": 2.136849081482529e-05 }, { "score": 1.287814974784851, "text": "As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary", "probability": 1.7700037667288806e-05 }, { "score": 1.0500848293304443, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 1.3954982629248803e-05 }, { "score": 0.5146737098693848, "text": "(c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich", "probability": 8.169645379741374e-06 }, { "score": 0.5123010873794556, "text": "Early Termination This Agreement may be terminated as follows:", "probability": 8.150284872048875e-06 }, { "score": 0.5064845085144043, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS", "probability": 8.103015703012551e-06 }, { "score": 0.4868321418762207, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 7.945326822514157e-06 }, { "score": 0.402668833732605, "text": "(d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary", "probability": 7.303988922236246e-06 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Anti-Assignment": [ { "score": 15.006898880004883, "text": "Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "probability": 0.5829472694580043 }, { "score": 14.589920043945312, "text": "Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "probability": 0.3841825765282515 }, { "text": "", "score": 12.053264617919922, "probability": 0.03040060389786364 }, { "score": 9.091622352600098, "text": "Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party", "probability": 0.0015727413947035883 }, { "score": 8.012940406799316, "text": "Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party", "probability": 0.0005348003721727523 }, { "score": 6.046996593475342, "text": ".", "probability": 7.488470977396269e-05 }, { "score": 5.882649898529053, "text": "Neither", "probability": 6.353576863271407e-05 }, { "score": 5.607541561126709, "text": ".", "probability": 4.8254770601390156e-05 }, { "score": 5.424674034118652, "text": "Neither", "probability": 4.0190360103849686e-05 }, { "score": 5.22333288192749, "text": "Assignment of Rights and Obligations Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "probability": 3.286098264885331e-05 }, { "score": 4.5108747482299805, "text": "Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "probability": 1.6116246822286093e-05 }, { "score": 4.301148414611816, "text": "3.2 Assignment of Rights and Obligations Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "probability": 1.3067151329060989e-05 }, { "score": 4.273310661315918, "text": "any rights or obligations provided herein without the prior written consent of the other Party.", "probability": 1.270840766961016e-05 }, { "score": 4.175634860992432, "text": "Neither Party shall", "probability": 1.1525799937074504e-05 }, { "score": 4.129611968994141, "text": "Assignment of Rights and Obligations Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "probability": 1.1007370604128e-05 }, { "score": 3.8895792961120605, "text": "any rights or obligations provided herein without the prior written consent of the other Party.", "probability": 8.65842149408603e-06 }, { "score": 3.844743251800537, "text": "Neither Party shall assign any rights or obligations provided herein", "probability": 8.278786387850918e-06 }, { "score": 3.7165040969848633, "text": "Neither Party shall assign any rights or obligations provided herein without", "probability": 7.282376354918027e-06 }, { "score": 3.715010166168213, "text": "Neither Party shall assign any rights or obligations provided herein", "probability": 7.271505110928072e-06 }, { "score": 3.581969738006592, "text": "assign any rights or obligations provided herein without the prior written consent of the other Party.", "probability": 6.365691533299677e-06 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 11.980119705200195, "probability": 0.9500151868843545 }, { "score": 8.608768463134766, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\"); Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS (\"Transaction\").", "probability": 0.03262656156619817 }, { "score": 6.683588027954102, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.004758565671962111 }, { "score": 6.654878616333008, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\");", "probability": 0.004623892495208461 }, { "score": 5.974048614501953, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.002340599001041718 }, { "score": 5.566549777984619, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\"); Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS (\"Transaction", "probability": 0.001557229130331887 }, { "score": 5.526155948638916, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.0014955801833995267 }, { "score": 5.284148216247559, "text": "Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS (\"Transaction\").", "probability": 0.0011741053833244778 }, { "score": 4.451291084289551, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber", "probability": 0.0005105071425206252 }, { "score": 3.601057291030884, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\")", "probability": 0.0002181473682333485 }, { "score": 3.236778736114502, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.0001515464654486758 }, { "score": 2.7452762126922607, "text": "Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price", "probability": 9.270197310001233e-05 }, { "score": 2.5645382404327393, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\"); Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS (\"Transaction\").\n\nWHEREAS, ChipMOS and Tsinghua Unigroup, in order to strengthen their relationship, are going to form a strategic alliance, establish a long-term cooperative relationship, share resources and networks, support each other in the semiconductor industry, and strive for expansion and growth.", "probability": 7.73740756737732e-05 }, { "score": 2.5058445930480957, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\"); Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS", "probability": 7.296341400411636e-05 }, { "score": 2.2567174434661865, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 5.687358443514574e-05 }, { "score": 2.2419300079345703, "text": "Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS (\"Transaction", "probability": 5.6038757657887216e-05 }, { "score": 2.0708112716674805, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares", "probability": 4.7225066243626676e-05 }, { "score": 2.0571823120117188, "text": "Chip", "probability": 4.6585803856831836e-05 }, { "score": 1.8928320407867432, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 3.9525482292289444e-05 }, { "score": 1.8740631341934204, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\");", "probability": 3.87905507126903e-05 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Price Restrictions": [ { "text": "", "score": 11.87154769897461, "probability": 0.9188302764748763 }, { "score": 8.3328275680542, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.02669246435150257 }, { "score": 8.243111610412598, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.02440200580157181 }, { "score": 8.015774726867676, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.019439915461956357 }, { "score": 6.726665496826172, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.00535600960057225 }, { "score": 5.156099319458008, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\");", "probability": 0.0011136612857116884 }, { "score": 5.144226551055908, "text": "To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.0011005172257791782 }, { "score": 4.753754138946533, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\"); Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS (\"Transaction\").", "probability": 0.0007447608360614796 }, { "score": 4.219642162322998, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\");", "probability": 0.0004365710634076977 }, { "score": 3.9248204231262207, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.0003250988941055905 }, { "score": 3.796454429626465, "text": "To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.0002859346911436872 }, { "score": 3.686272621154785, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.00025610349077481536 }, { "score": 3.5965566635131836, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.00023412745954788715 }, { "score": 3.3692193031311035, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.00018651810378455218 }, { "score": 3.173410654067993, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share", "probability": 0.000153349504063871 }, { "score": 2.8600008487701416, "text": "Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price", "probability": 0.00011209086659463846 }, { "score": 2.7742631435394287, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.00010288091414662867 }, { "score": 2.5469257831573486, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 8.196028376725135e-05 }, { "score": 2.4982340335845947, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\"); Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS (\"Transaction", "probability": 7.806509547851938e-05 }, { "score": 2.3556087017059326, "text": "ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber", "probability": 6.768859515316291e-05 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Minimum Commitment": [ { "text": "", "score": 12.116437911987305, "probability": 0.9979205559860037 }, { "score": 5.6261749267578125, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.0015149927973006436 }, { "score": 4.46869421005249, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.00047612729596173967 }, { "score": 2.0576627254486084, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 4.271942617659698e-05 }, { "score": 0.900181770324707, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.3425727209617913e-05 }, { "score": 0.6975399255752563, "text": "This Agreement may be terminated as follows:", "probability": 1.0963054769094489e-05 }, { "score": 0.5590384006500244, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used", "probability": 9.545114353504382e-06 }, { "score": -0.5119080543518066, "text": "Chip", "probability": 3.270958242710961e-06 }, { "score": -0.982401967048645, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 2.0433468369275287e-06 }, { "score": -1.14933443069458, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities", "probability": 1.729196078890299e-06 }, { "score": -1.926733374595642, "text": ":", "probability": 7.947383502527911e-07 }, { "score": -2.3070545196533203, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b", "probability": 5.433163767695861e-07 }, { "score": -2.3786988258361816, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b)", "probability": 5.057525358446738e-07 }, { "score": -2.381321907043457, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD.", "probability": 5.044276442811145e-07 }, { "score": -2.5617828369140625, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share", "probability": 4.211392246883093e-07 }, { "score": -2.5871753692626953, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(", "probability": 4.1058006259059984e-07 }, { "score": -2.6609606742858887, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n", "probability": 3.813759528959058e-07 }, { "score": -2.6820054054260254, "text": "ChipMOS covenants that part or all of the Total Subscription Price", "probability": 3.734338612104395e-07 }, { "score": -2.705350399017334, "text": "To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 3.6481702148428373e-07 }, { "score": -2.813209295272827, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 3.275160366106873e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Volume Restriction": [ { "text": "", "score": 11.987247467041016, "probability": 0.9909051248499054 }, { "score": 6.7548508644104, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.005292137297865514 }, { "score": 5.920225143432617, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.0022969828774228925 }, { "score": 5.348613739013672, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.0012969107170797596 }, { "score": 2.231046438217163, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 5.7407390140130225e-05 }, { "score": 2.182384967803955, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 5.4680741512586425e-05 }, { "score": 1.3964205980300903, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 2.4916922794730156e-05 }, { "score": 0.8248095512390137, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.406847046336965e-05 }, { "score": 0.6690897941589355, "text": "Chip", "probability": 1.2039782790548977e-05 }, { "score": 0.6361046433448792, "text": "To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.164912707770233e-05 }, { "score": -0.059061646461486816, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 5.81281497356329e-06 }, { "score": -0.10755252838134766, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share", "probability": 5.5376713392927785e-06 }, { "score": -0.3723125457763672, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD.", "probability": 4.249554097218812e-06 }, { "score": -0.44129371643066406, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(", "probability": 3.966296899442325e-06 }, { "score": -0.5131955146789551, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities", "probability": 3.691124263962521e-06 }, { "score": -0.6306726932525635, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 3.2820030161149606e-06 }, { "score": -0.9129462242126465, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used", "probability": 2.474851466524413e-06 }, { "score": -1.1992079019546509, "text": "This Agreement may be terminated as follows:", "probability": 1.8587769226274647e-06 }, { "score": -1.3441826105117798, "text": ":", "probability": 1.607924142199864e-06 }, { "score": -1.3486194610595703, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To", "probability": 1.600805826218202e-06 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.200002670288086, "probability": 0.9999104009076784 }, { "score": 1.3806748390197754, "text": "This Agreement may be terminated as follows:", "probability": 2.000721830299237e-05 }, { "score": 1.3205636739730835, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.8839994148193187e-05 }, { "score": 0.9094340801239014, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.2489051302576699e-05 }, { "score": 0.7739014029502869, "text": "Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "probability": 1.0906071881857875e-05 }, { "score": 0.1550201177597046, "text": "This Agreement may be terminated as follows:", "probability": 5.873427721432891e-06 }, { "score": 0.061441779136657715, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 5.348734889574717e-06 }, { "score": -0.31160902976989746, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 3.683300608918726e-06 }, { "score": -0.5158836245536804, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 3.0027683905893217e-06 }, { "score": -0.8587839007377625, "text": "Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.13109170042744e-06 }, { "score": -1.0940568447113037, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.6843191887263238e-06 }, { "score": -1.6106102466583252, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.0048196150726214e-06 }, { "score": -1.690582513809204, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)", "probability": 9.275911362317843e-07 }, { "score": -1.775005578994751, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 8.524955460395744e-07 }, { "score": -2.0520853996276855, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 6.461865013678552e-07 }, { "score": -2.123788356781006, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 6.014751413343404e-07 }, { "score": -2.1480562686920166, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 5.87054285353561e-07 }, { "score": -2.524855852127075, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 4.027506803933781e-07 }, { "score": -2.6875152587890625, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.\n\n2.3 Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement. - 3 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only) Article 3 Miscellaneous\n\n3.1 Governing Law and Jurisdiction This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "probability": 3.4228999102958823e-07 }, { "score": -2.930504083633423, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 2.6845128938180557e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.127067565917969, "probability": 0.9997104939950554 }, { "score": 2.74249267578125, "text": "This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 8.398566419284982e-05 }, { "score": 2.2384490966796875, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 5.073431676016317e-05 }, { "score": 2.05759859085083, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 4.2340837039187546e-05 }, { "score": 1.9937493801116943, "text": "This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 3.972190601235777e-05 }, { "score": 1.0674437284469604, "text": "This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement", "probability": 1.573043188099377e-05 }, { "score": 0.3825497627258301, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement", "probability": 7.930397867640129e-06 }, { "score": 0.3487381339073181, "text": "Share Subscription Agreement.", "probability": 7.66674065628095e-06 }, { "score": 0.3330029249191284, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 7.547047061297676e-06 }, { "score": 0.024492502212524414, "text": "This Agreement may be terminated as follows:", "probability": 5.543610184303385e-06 }, { "score": -0.1403784453868866, "text": "(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 4.700998809225227e-06 }, { "score": -0.23711368441581726, "text": "(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 4.267549435109309e-06 }, { "score": -0.5101170539855957, "text": "WHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies.", "probability": 3.2479901515637335e-06 }, { "score": -0.6093305349349976, "text": "ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"\n\nWHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies.", "probability": 2.941215435021272e-06 }, { "score": -0.7210515141487122, "text": "Share Subscription Agreement.", "probability": 2.6303105786992914e-06 }, { "score": -0.7727417349815369, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.4978034087450473e-06 }, { "score": -0.8895496129989624, "text": "WHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China;", "probability": 2.2224358656239597e-06 }, { "score": -0.950432538986206, "text": "This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement", "probability": 2.0911641179348255e-06 }, { "score": -0.9887630939483643, "text": "ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"\n\nWHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China;", "probability": 2.012525397643524e-06 }, { "score": -1.1616158485412598, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.6930600897573744e-06 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__License Grant": [ { "text": "", "score": 11.758567810058594, "probability": 0.9956871143730498 }, { "score": 5.6022233963012695, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.002110845656526098 }, { "score": 5.158899307250977, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.0013549500134769112 }, { "score": 4.474130153656006, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.0006831747535900501 }, { "score": 1.6109120845794678, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 3.899886797938956e-05 }, { "score": 1.1205363273620605, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 2.388276006176641e-05 }, { "score": 1.0133998394012451, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.145634432481739e-05 }, { "score": 0.8122199773788452, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.7546254570304955e-05 }, { "score": 0.5700761675834656, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.3772814735219663e-05 }, { "score": 0.43576687574386597, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.2041841909579767e-05 }, { "score": -0.11469332128763199, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 6.9443419053795635e-06 }, { "score": -0.1435307264328003, "text": "This Agreement may be terminated as follows:", "probability": 6.7469449911325395e-06 }, { "score": -0.22846698760986328, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used", "probability": 6.197546868289676e-06 }, { "score": -0.42330217361450195, "text": "Chip", "probability": 5.100396905678337e-06 }, { "score": -1.1660305261611938, "text": "To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 2.426840022417217e-06 }, { "score": -1.2009543180465698, "text": "To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 2.343548460641301e-06 }, { "score": -1.4423613548278809, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities", "probability": 1.8409084638538722e-06 }, { "score": -1.476943016052246, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share", "probability": 1.7783349744184305e-06 }, { "score": -1.6167545318603516, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (", "probability": 1.5463015812468998e-06 }, { "score": -1.7970829010009766, "text": ":", "probability": 1.2911556033999e-06 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Transferable License": [ { "text": "", "score": 11.980751037597656, "probability": 0.997642920046383 }, { "score": 5.4864630699157715, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.0015084874334083097 }, { "score": 4.64018440246582, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.0006471538529513455 }, { "score": 3.0747761726379395, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.00013525688616375188 }, { "score": 1.1737158298492432, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.020874614099212e-05 }, { "score": 1.0107122659683228, "text": "This Agreement may be terminated as follows:", "probability": 1.716911146151647e-05 }, { "score": 0.3274371922016144, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 8.669723080602248e-06 }, { "score": -0.5164767503738403, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 3.728190173597298e-06 }, { "score": -0.5228409767150879, "text": "Chip", "probability": 3.7045384697188315e-06 }, { "score": -1.237971305847168, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.8119948261298294e-06 }, { "score": -1.2408576011657715, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used", "probability": 1.8067724142827988e-06 }, { "score": -1.308244228363037, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 1.6890317398822514e-06 }, { "score": -1.3867989778518677, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.5614278330949713e-06 }, { "score": -1.5406312942504883, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities", "probability": 1.3387928689297334e-06 }, { "score": -1.9292457103729248, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement", "probability": 9.076957330972919e-07 }, { "score": -1.9841121435165405, "text": ":", "probability": 8.592352879295568e-07 }, { "score": -2.0705387592315674, "text": "To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 7.880930588540864e-07 }, { "score": -2.08188533782959, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 7.792014391458305e-07 }, { "score": -2.350822925567627, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n", "probability": 5.954586872785172e-07 }, { "score": -2.4055123329162598, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share", "probability": 5.637678786992884e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.086616516113281, "probability": 0.9990061404955298 }, { "score": 4.859410762786865, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.0007258260974418227 }, { "score": 3.7155191898345947, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.0002312313854902405 }, { "score": 0.6032201051712036, "text": "This Agreement may be terminated as follows:", "probability": 1.0289457149584061e-05 }, { "score": 0.5375866889953613, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 9.635810099277956e-06 }, { "score": 0.23080754280090332, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used", "probability": 7.090155204617424e-06 }, { "score": -0.6063050627708435, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 3.069745396334256e-06 }, { "score": -1.272774338722229, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.5763709678342604e-06 }, { "score": -1.3939080238342285, "text": "Chip", "probability": 1.3965315024673668e-06 }, { "score": -2.148437976837158, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities", "probability": 6.566932341130316e-07 }, { "score": -2.242908477783203, "text": ":", "probability": 5.974953428246906e-07 }, { "score": -2.4740798473358154, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 4.7417436835978696e-07 }, { "score": -2.648489475250244, "text": "To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 3.982840689897385e-07 }, { "score": -2.8603358268737793, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD.", "probability": 3.222472603806331e-07 }, { "score": -3.0956387519836426, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n", "probability": 2.546821291312448e-07 }, { "score": -3.2512307167053223, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 2.1798456344955062e-07 }, { "score": -3.2525134086608887, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share", "probability": 2.1770513565178226e-07 }, { "score": -3.255751132965088, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 2.1700140629850668e-07 }, { "score": -3.360236883163452, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 1.9547218321553632e-07 }, { "score": -3.377058506011963, "text": ") ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.9221152553681062e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.198875427246094, "probability": 0.999844417947008 }, { "score": 2.1676576137542725, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 4.399769078206906e-05 }, { "score": 2.0188868045806885, "text": "This Agreement may be terminated as follows:", "probability": 3.791574044884175e-05 }, { "score": 1.7334147691726685, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.8499721227448016e-05 }, { "score": 0.6820210218429565, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 9.959237957756163e-06 }, { "score": 0.6110339164733887, "text": "This Agreement may be terminated as follows:", "probability": 9.276770252033268e-06 }, { "score": 0.14040541648864746, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 5.79435955030808e-06 }, { "score": -0.008625626564025879, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 4.992086257163238e-06 }, { "score": -0.04482102394104004, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 4.814626694857999e-06 }, { "score": -0.9186266660690308, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and", "probability": 2.0094335581562845e-06 }, { "score": -1.1815441846847534, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or", "probability": 1.5448631832168027e-06 }, { "score": -1.440891146659851, "text": "Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.1919473401028116e-06 }, { "score": -1.4551432132720947, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)", "probability": 1.175080109169791e-06 }, { "score": -1.543821096420288, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.0753631732858377e-06 }, { "score": -1.7504980564117432, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 8.745738674759003e-07 }, { "score": -1.7618627548217773, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 8.646908642809267e-07 }, { "score": -2.236276626586914, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 5.380536029615871e-07 }, { "score": -2.2921135425567627, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 5.088337146936777e-07 }, { "score": -2.8012566566467285, "text": "This", "probability": 3.058143317756058e-07 }, { "score": -3.0304901599884033, "text": "(1) Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.43166077294616e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.657581329345703, "probability": 0.9929799095623659 }, { "score": 6.349412441253662, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.00491622787162759 }, { "score": 4.654326915740967, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 0.0009025384535904792 }, { "score": 4.179055690765381, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 0.0005611229659694145 }, { "score": 2.7679994106292725, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 0.00013684977509507203 }, { "score": 2.687023878097534, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 0.0001262050871494767 }, { "score": 2.510572671890259, "text": "This Agreement may be terminated as follows:", "probability": 0.0001057901117467176 }, { "score": 2.388195037841797, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 9.360458986089657e-05 }, { "score": 2.178997755050659, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 7.593533603463038e-05 }, { "score": 1.0251762866973877, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.", "probability": 2.395221174703466e-05 }, { "score": 0.980215311050415, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used", "probability": 2.2899147721486707e-05 }, { "score": 0.48391222953796387, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.3940476834504279e-05 }, { "score": 0.12179809808731079, "text": "Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 9.70540046452419e-06 }, { "score": -0.06001424789428711, "text": "Chip", "probability": 8.091953181563875e-06 }, { "score": -0.18989229202270508, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)", "probability": 7.106373727110782e-06 }, { "score": -0.6146258115768433, "text": "This Agreement may be terminated as follows:", "probability": 4.6471706397422965e-06 }, { "score": -1.0227532386779785, "text": "(1) Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 3.08987656261172e-06 }, { "score": -1.040816068649292, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 3.0345656869296267e-06 }, { "score": -1.046004056930542, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 3.0188631631814754e-06 }, { "score": -1.3049273490905762, "text": "1.2 Covenants of Parties\n\n(1) Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.330206831039285e-06 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.025205612182617, "probability": 0.9998735659223491 }, { "score": 2.5566341876983643, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 7.723190828634171e-05 }, { "score": 1.4714148044586182, "text": "This Agreement may be terminated as follows:", "probability": 2.6091075165498613e-05 }, { "score": 0.857132077217102, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.4116023645937818e-05 }, { "score": -0.485992431640625, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 3.6846888017305502e-06 }, { "score": -0.9895503520965576, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.2269393447814364e-06 }, { "score": -2.6890525817871094, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 4.07027683234865e-07 }, { "score": -2.743058681488037, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 3.856287431045788e-07 }, { "score": -2.78120756149292, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 3.7119451381134236e-07 }, { "score": -2.9036660194396973, "text": "This Agreement may be terminated as follows", "probability": 3.2841162086117984e-07 }, { "score": -2.9249844551086426, "text": "This", "probability": 3.214844988996005e-07 }, { "score": -3.1116929054260254, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 2.6673105797744063e-07 }, { "score": -3.144073486328125, "text": ":", "probability": 2.5823248823896904e-07 }, { "score": -3.738936185836792, "text": "Chip", "probability": 1.42450931043703e-07 }, { "score": -3.9512319564819336, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement", "probability": 1.1520369543899057e-07 }, { "score": -4.032176971435547, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.0624596294353722e-07 }, { "score": -4.057311058044434, "text": "(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.0360884728139946e-07 }, { "score": -4.077193737030029, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 1.0156917014716095e-07 }, { "score": -4.183216571807861, "text": "This Agreement may be terminated as follows:\n\n(1)", "probability": 9.135172909471862e-08 }, { "score": -4.2635345458984375, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used", "probability": 8.430146445431646e-08 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Source Code Escrow": [ { "text": "", "score": 12.181082725524902, "probability": 0.9999176317149822 }, { "score": 2.0961246490478516, "text": "This Agreement may be terminated as follows:", "probability": 4.169870652796955e-05 }, { "score": 1.7874664068222046, "text": "This Agreement may be terminated as follows:", "probability": 3.0624852961128916e-05 }, { "score": -0.598034679889679, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.81879864247045e-06 }, { "score": -0.6289424896240234, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.7330083744494188e-06 }, { "score": -1.888843059539795, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 7.753059147702357e-07 }, { "score": -2.422675609588623, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 4.54603281649672e-07 }, { "score": -2.442538261413574, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 4.456627403145605e-07 }, { "score": -2.7531661987304688, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 3.2666479095762506e-07 }, { "score": -2.7988319396972656, "text": "This Agreement may be terminated as follows", "probability": 3.120828820247871e-07 }, { "score": -2.818580150604248, "text": "This", "probability": 3.059802597161045e-07 }, { "score": -2.9458837509155273, "text": "(c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only) 1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 2.6940531392760327e-07 }, { "score": -3.016228675842285, "text": "This Agreement may be terminated as follows", "probability": 2.5110522236637183e-07 }, { "score": -3.0927858352661133, "text": "This", "probability": 2.3259875894120647e-07 }, { "score": -3.118682384490967, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 2.266525788080477e-07 }, { "score": -3.1227569580078125, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement", "probability": 2.257309451201115e-07 }, { "score": -3.191777229309082, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 2.1067644287093816e-07 }, { "score": -3.396770477294922, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.7162815764775097e-07 }, { "score": -3.4667935371398926, "text": "Early Termination This Agreement may be terminated as follows:", "probability": 1.6002134340268942e-07 }, { "score": -3.7153892517089844, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 1.2479987920610423e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Post-Termination Services": [ { "text": "", "score": 12.397586822509766, "probability": 0.9934627276715777 }, { "score": 7.323225021362305, "text": "This Agreement may be terminated as follows:", "probability": 0.0062141860063600314 }, { "score": 2.6886749267578125, "text": "This Agreement may be terminated as follows:", "probability": 6.034269693266051e-05 }, { "score": 2.3787946701049805, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.\n\n2.3 Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement.", "probability": 4.426346733403793e-05 }, { "score": 2.1555638313293457, "text": "This Agreement may be terminated as follows", "probability": 3.5407683085567583e-05 }, { "score": 1.9258242845535278, "text": "This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement.", "probability": 2.8139922177366343e-05 }, { "score": 1.9232089519500732, "text": "This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement.", "probability": 2.8066423075630016e-05 }, { "score": 1.8452179431915283, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 2.5960676342938454e-05 }, { "score": 1.360360860824585, "text": "(c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only) 1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 1.5986200197090946e-05 }, { "score": 1.1074748039245605, "text": "Early Termination This Agreement may be terminated as follows:", "probability": 1.2414185435633827e-05 }, { "score": 1.0576319694519043, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 1.1810594540043115e-05 }, { "score": 1.0466346740722656, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2)", "probability": 1.1681421522045664e-05 }, { "score": 0.7848105430603027, "text": "This", "probability": 8.990563656090678e-06 }, { "score": 0.720221996307373, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan", "probability": 8.42823178955709e-06 }, { "score": 0.678435206413269, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 8.083300024206305e-06 }, { "score": 0.35645246505737305, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 5.858054000632672e-06 }, { "score": 0.27512502670288086, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 5.400491825827568e-06 }, { "score": 0.10013294219970703, "text": "This Agreement may be terminated as follows:\n\n(1)", "probability": 4.533516663692406e-06 }, { "score": -0.02741217613220215, "text": "(d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only) 1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 3.9906448143240194e-06 }, { "score": -0.09542641043663025, "text": "Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement.", "probability": 3.7282486447049152e-06 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Audit Rights": [ { "text": "", "score": 12.243304252624512, "probability": 0.9999994024576566 }, { "score": -2.6859662532806396, "text": "This Agreement may be terminated as follows:", "probability": 3.283219669566932e-07 }, { "score": -3.715698003768921, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.172446741199201e-07 }, { "score": -5.6342267990112305, "text": "(Translation, for reference only) 1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 1.7214192480120548e-08 }, { "score": -5.855893135070801, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.3791712271362944e-08 }, { "score": -5.88338565826416, "text": "However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 1.3417708019104179e-08 }, { "score": -6.057290077209473, "text": "However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 1.1275936136503056e-08 }, { "score": -6.148795127868652, "text": "3.9 Confidentiality The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement.", "probability": 1.0289931150506786e-08 }, { "score": -6.16341495513916, "text": "3.9 Confidentiality The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement. However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 1.0140588476534111e-08 }, { "score": -6.215185165405273, "text": "The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement.", "probability": 9.628965750824462e-09 }, { "score": -6.224628448486328, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 9.538464687580836e-09 }, { "score": -6.229804992675781, "text": "The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement. However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 9.489215982649522e-09 }, { "score": -6.292501926422119, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 8.912538097604048e-09 }, { "score": -6.600692272186279, "text": "This Agreement may be terminated as follows", "probability": 6.54871413163054e-09 }, { "score": -6.665391445159912, "text": "(Translation, for reference only)\n\nStrategic Alliance Agreement\n\nThis Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd.", "probability": 6.138433268610795e-09 }, { "score": -6.739406585693359, "text": "Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 5.700502911784111e-09 }, { "score": -6.834419250488281, "text": "Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 5.183817408433689e-09 }, { "score": -6.858860969543457, "text": "1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 5.058651861343502e-09 }, { "score": -6.866776943206787, "text": "This", "probability": 5.018765783289215e-09 }, { "score": -6.947930335998535, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 4.6275642547427734e-09 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Uncapped Liability": [ { "text": "", "score": 12.4160795211792, "probability": 0.9996909897647318 }, { "score": 4.179380893707275, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 0.00026467505671301354 }, { "score": 1.0489773750305176, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore", "probability": 1.156634229031902e-05 }, { "score": 1.0479834079742432, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 1.1554851438830815e-05 }, { "score": 0.6221270561218262, "text": "The", "probability": 7.54774644740325e-06 }, { "score": 0.27588605880737305, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.", "probability": 5.33883806036516e-06 }, { "score": -0.3838067054748535, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that", "probability": 2.7602334881906707e-06 }, { "score": -1.6522345542907715, "text": "This Agreement may be terminated as follows:", "probability": 7.763804754880031e-07 }, { "score": -1.910386085510254, "text": "The", "probability": 5.997369679029848e-07 }, { "score": -1.9838461875915527, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy", "probability": 5.572595278978817e-07 }, { "score": -2.08290958404541, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof.", "probability": 5.047017565542829e-07 }, { "score": -2.0938560962677, "text": "This Agreement may be terminated as follows:", "probability": 4.992071608035568e-07 }, { "score": -2.315156936645508, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore", "probability": 4.001023226951673e-07 }, { "score": -2.392059326171875, "text": "The Parties acknowledge and agree that", "probability": 3.7048684261912434e-07 }, { "score": -2.4701380729675293, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore,", "probability": 3.426601654726398e-07 }, { "score": -2.5474019050598145, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated,", "probability": 3.171818766480195e-07 }, { "score": -2.574305534362793, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy", "probability": 3.0876229944740735e-07 }, { "score": -2.5783627033233643, "text": "The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement.", "probability": 3.0751213640610915e-07 }, { "score": -2.5798730850219727, "text": "The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement. However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 3.0704802628312873e-07 }, { "score": -2.6860153675079346, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 2.761272721122571e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Cap On Liability": [ { "text": "", "score": 12.150257110595703, "probability": 0.9969024490249133 }, { "score": 5.897459983825684, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 0.0019190989785670797 }, { "score": 5.297008037567139, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.", "probability": 0.0010527479572223794 }, { "score": 1.643972396850586, "text": "The", "probability": 2.727917214443462e-05 }, { "score": 1.3798985481262207, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore", "probability": 2.0948135340470212e-05 }, { "score": 1.125654935836792, "text": "Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.", "probability": 1.6245338805489077e-05 }, { "score": 0.9340489506721497, "text": "Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.", "probability": 1.3412673448458538e-05 }, { "score": 0.8246473670005798, "text": "if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.", "probability": 1.2022723162315201e-05 }, { "score": 0.41786956787109375, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security", "probability": 8.00463426370751e-06 }, { "score": 0.32113999128341675, "text": "if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 7.26661870107745e-06 }, { "score": 0.03782114014029503, "text": "if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 5.473795377900719e-06 }, { "score": -0.5626310110092163, "text": "if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.", "probability": 3.002724604622198e-06 }, { "score": -0.5897836685180664, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy", "probability": 2.9222896056066944e-06 }, { "score": -1.031506061553955, "text": "The Parties acknowledge and agree that if", "probability": 1.8788220804034354e-06 }, { "score": -1.1401643753051758, "text": "monetary compensation would not be an adequate remedy.", "probability": 1.685372678861513e-06 }, { "score": -1.2909283638000488, "text": "The Parties acknowledge and agree that", "probability": 1.4495058789997655e-06 }, { "score": -1.4509434700012207, "text": "This Agreement may be terminated as follows:", "probability": 1.2351687730107607e-06 }, { "score": -1.6139707565307617, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages", "probability": 1.0493598719750013e-06 }, { "score": -1.7406165599822998, "text": "monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.", "probability": 9.245339826792769e-07 }, { "score": -1.7639949321746826, "text": "acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.", "probability": 9.031705769550562e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Liquidated Damages": [ { "text": "", "score": 12.147618293762207, "probability": 0.9982894366427773 }, { "score": 5.020400524139404, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 0.0008015767779600211 }, { "score": 5.018838882446289, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof. The Parties shall negotiate and determine whether to make the announcement by press release, press conference or any other method and the content of the announcement.", "probability": 0.0008003259791473097 }, { "score": 2.369910955429077, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy", "probability": 5.660465307240432e-05 }, { "score": 1.2693320512771606, "text": "This Agreement may be terminated as follows:", "probability": 1.8831147624969205e-05 }, { "score": 0.6819148063659668, "text": "The", "probability": 1.0465614173592318e-05 }, { "score": -0.5829406976699829, "text": "Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 2.9542344221444705e-06 }, { "score": -0.5845023989677429, "text": "Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof. The Parties shall negotiate and determine whether to make the announcement by press release, press conference or any other method and the content of the announcement.", "probability": 2.9496243910962104e-06 }, { "score": -0.6502556800842285, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore", "probability": 2.7619157632937352e-06 }, { "score": -0.6716055870056152, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof.", "probability": 2.7035741291351372e-06 }, { "score": -0.699691653251648, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 2.6286977800697484e-06 }, { "score": -0.8664689064025879, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.", "probability": 2.224898573773375e-06 }, { "score": -1.458588719367981, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or", "probability": 1.2307103423498925e-06 }, { "score": -1.6019892692565918, "text": "In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 1.0662960065670718e-06 }, { "score": -1.759501338005066, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 9.109009613526382e-07 }, { "score": -2.014235019683838, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof. The", "probability": 7.060601946899088e-07 }, { "score": -2.049764633178711, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages", "probability": 6.814145662645374e-07 }, { "score": -2.056990385055542, "text": "if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 6.76508579749805e-07 }, { "score": -2.0585520267486572, "text": "if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof. The Parties shall negotiate and determine whether to make the announcement by press release, press conference or any other method and the content of the announcement.", "probability": 6.754529402257989e-07 }, { "score": -2.1956849098205566, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The", "probability": 5.888965934423483e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Warranty Duration": [ { "text": "", "score": 11.81161117553711, "probability": 0.9999766254247137 }, { "score": 0.2615339756011963, "text": "This Agreement may be terminated as follows:", "probability": 9.635074009740353e-06 }, { "score": -0.6131993532180786, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or", "probability": 4.017567638118979e-06 }, { "score": -0.874801754951477, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 3.0927920303449253e-06 }, { "score": -1.3351680040359497, "text": "The notices and other expressions of intent for the purpose of this Agreement shall be deemed received: when delivered by express delivery or personal delivery, at the actual time of receipt; when delivered by mail, at the actual time of receipt or 72 hours after mailing (whichever is earlier).", "probability": 1.951714083298875e-06 }, { "score": -1.5416209697723389, "text": "The notices and other expressions of intent for the purpose of this Agreement shall be deemed received: when delivered by express delivery or personal delivery, at the actual time of receipt; when delivered by mail, at the actual time of receipt or 72 hours after mailing (whichever is earlier).", "probability": 1.5876501624108746e-06 }, { "score": -2.6238396167755127, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 5.379640141810244e-07 }, { "score": -2.906461715698242, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 4.0551974723885035e-07 }, { "score": -3.162677049636841, "text": "if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or", "probability": 3.138622630371256e-07 }, { "score": -3.2233033180236816, "text": "The", "probability": 2.953992905799879e-07 }, { "score": -3.4194204807281494, "text": "The", "probability": 2.42793382976141e-07 }, { "score": -3.4242794513702393, "text": "if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 2.416165185464632e-07 }, { "score": -3.874530792236328, "text": "This", "probability": 1.540227770385021e-07 }, { "score": -3.879376173019409, "text": "In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or", "probability": 1.5327828316921069e-07 }, { "score": -3.890866756439209, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 1.5152710655826668e-07 }, { "score": -3.9317474365234375, "text": "This Agreement may be terminated as follows", "probability": 1.4545748579086586e-07 }, { "score": -4.043619632720947, "text": "The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy.", "probability": 1.3006205124431285e-07 }, { "score": -4.140978813171387, "text": "In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 1.1799620623399253e-07 }, { "score": -4.282227516174316, "text": "(Translation, for reference only) 1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 1.0245296040740031e-07 }, { "score": -4.328448295593262, "text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:", "probability": 9.782527614775395e-08 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Insurance": [ { "text": "", "score": 12.114974975585938, "probability": 0.9999740307550833 }, { "score": 1.1180431842803955, "text": "This Agreement may be terminated as follows:", "probability": 1.6752588725016764e-05 }, { "score": 0.12670910358428955, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 6.216572540573051e-06 }, { "score": -2.1801810264587402, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 6.189867489829088e-07 }, { "score": -2.3572540283203125, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 5.185367296571861e-07 }, { "score": -2.7078847885131836, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.", "probability": 3.6517624617214545e-07 }, { "score": -2.9730663299560547, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 2.8011453184065025e-07 }, { "score": -3.204832077026367, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 2.2216776946059904e-07 }, { "score": -3.3820290565490723, "text": "This", "probability": 1.860910062985651e-07 }, { "score": -3.491154193878174, "text": "This Agreement may be terminated as follows", "probability": 1.6685258497748517e-07 }, { "score": -3.9917526245117188, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement", "probability": 1.0114066465530425e-07 }, { "score": -4.121492862701416, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.\n\n2.3 Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.", "probability": 8.883422825720181e-08 }, { "score": -4.204752445220947, "text": "(a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 8.173746351811048e-08 }, { "score": -4.248307228088379, "text": ":", "probability": 7.825382137491098e-08 }, { "score": -4.60775899887085, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach;", "probability": 5.4625777837774646e-08 }, { "score": -4.664144515991211, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 5.1630902340003905e-08 }, { "score": -4.705705642700195, "text": "This Agreement may be terminated as follows:\n\n(1)", "probability": 4.952904420295805e-08 }, { "score": -4.754892349243164, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 4.715181688744244e-08 }, { "score": -4.807676315307617, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;", "probability": 4.4727502302969486e-08 }, { "score": -4.812173366546631, "text": "Early Termination This Agreement may be terminated as follows:", "probability": 4.45268120287641e-08 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.043453216552734, "probability": 0.9996782625404402 }, { "score": 3.54057240486145, "text": "This Agreement may be terminated as follows:", "probability": 0.0002028177833641368 }, { "score": 2.6555185317993164, "text": "If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators.", "probability": 8.370126442253464e-05 }, { "score": 0.876663327217102, "text": "If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators.", "probability": 1.4131394455411344e-05 }, { "score": -0.1595214605331421, "text": "This Agreement may be terminated as follows:", "probability": 5.013900181851073e-06 }, { "score": -0.6541796922683716, "text": "The Parties shall first seek to solve any dispute arising out of or related to this Agreement through negotiation. If the Parties fail to solve such dispute through negotiation, each Party shall have the right to issue notice (\"Dispute Notice\") to the other Party, and such Dispute Notice shall include the content of the dispute. If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators.", "probability": 3.0573724172712085e-06 }, { "score": -0.7630951404571533, "text": "If the Parties fail to solve such dispute through negotiation, each Party shall have the right to issue notice (\"Dispute Notice\") to the other Party, and such Dispute Notice shall include the content of the dispute. If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators.", "probability": 2.741870664517459e-06 }, { "score": -1.663334846496582, "text": "If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators. Each Party shall each select one (1) arbitrator, and the third arbitrator shall be appointed by the two (2) arbitrators so selected. All language used in such proceedings shall be Mandarin Chinese. The Parties agree to keep the content of the dispute and the proceeding of the arbitration confidential. The arbitration award shall be final and binding on the Parties. The losing Party in such arbitration shall bear all of the costs and expenses related to the arbitration as determined by the arbitrators in such dispute (including attorney's fees).", "probability": 1.1144942401039197e-06 }, { "score": -1.758009433746338, "text": "This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;", "probability": 1.013820754098418e-06 }, { "score": -1.8338186740875244, "text": "The Parties shall first seek to solve any dispute arising out of or related to this Agreement through negotiation. If the Parties fail to solve such dispute through negotiation, each Party shall have the right to issue notice (\"Dispute Notice\") to the other Party, and such Dispute Notice shall include the content of the dispute.", "probability": 9.398047651827188e-07 }, { "score": -1.8780639171600342, "text": "The Parties shall first seek to solve any dispute arising out of or related to this Agreement through negotiation.", "probability": 8.991293570066316e-07 }, { "score": -1.9427341222763062, "text": "If the Parties fail to solve such dispute through negotiation, each Party shall have the right to issue notice (\"Dispute Notice\") to the other Party, and such Dispute Notice shall include the content of the dispute.", "probability": 8.428227786290109e-07 }, { "score": -1.9717411994934082, "text": "If", "probability": 8.187261294646445e-07 }, { "score": -2.0247726440429688, "text": "This", "probability": 7.764390817202175e-07 }, { "score": -2.072711706161499, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 7.400954208678876e-07 }, { "score": -2.085958480834961, "text": "This Agreement may be terminated as follows", "probability": 7.303561926885429e-07 }, { "score": -2.124140739440918, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 7.029952195557489e-07 }, { "score": -2.1261048316955566, "text": "If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators. Each Party shall each select one (1) arbitrator, and the third arbitrator shall be appointed by the two (2) arbitrators so selected. All language used in such proceedings shall be Mandarin Chinese. The Parties agree to keep the content of the dispute and the proceeding of the arbitration confidential.", "probability": 7.016158271603669e-07 }, { "score": -2.2405548095703125, "text": "If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators. Each Party shall each select one (1) arbitrator, and the third arbitrator shall be appointed by the two (2) arbitrators so selected. All language used in such proceedings shall be Mandarin Chinese. The Parties agree to keep the content of the dispute and the proceeding of the arbitration confidential. The arbitration award shall be final and binding on the Parties.", "probability": 6.2574067094008e-07 }, { "score": -2.771860122680664, "text": "If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators", "probability": 3.6783361710073765e-07 } ], "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.048696517944336, "probability": 0.9999339296471926 }, { "score": 1.636073350906372, "text": "This Agreement may be terminated as follows:", "probability": 3.004875768083733e-05 }, { "score": 0.7756807208061218, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 1.2710503365230415e-05 }, { "score": 0.12806880474090576, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.", "probability": 6.651329584656817e-06 }, { "score": 0.03802579641342163, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 6.078596095061571e-06 }, { "score": -0.8240078687667847, "text": "This Agreement may be terminated as follows:", "probability": 2.5670056392652123e-06 }, { "score": -1.1229345798492432, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 1.9037267028266118e-06 }, { "score": -1.61344575881958, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.", "probability": 1.1656772034686634e-06 }, { "score": -2.239933490753174, "text": "(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:", "probability": 6.230144767730322e-07 }, { "score": -2.2871053218841553, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.", "probability": 5.943081313928854e-07 }, { "score": -2.328004837036133, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary. - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)", "probability": 5.704915795553164e-07 }, { "score": -2.3601326942443848, "text": "ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. 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The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 0.00035950148831269516 }, { "score": 7.380481719970703, "text": "The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years unless earlier terminated pursuant to Section 14 hereof (the \"Term", "probability": 0.00021336363309030378 }, { "score": 7.372184753417969, "text": "initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years unless earlier terminated pursuant to Section 14 hereof (the \"Term\").", "probability": 0.0002116006858335736 }, { "score": 6.8378520011901855, "text": "Effective Date shall mean May 1, 2016", "probability": 0.00012401074175760252 }, { "score": 6.59141206741333, "text": "\").", "probability": 9.692410554113927e-05 }, { "score": 6.382984638214111, "text": "Exclusivity Period shall mean the period from the Effective Date until December 31, 2018", "probability": 7.868879946790221e-05 }, { "score": 6.0923919677734375, "text": "The", "probability": 5.884507574440266e-05 }, { "score": 5.855712413787842, "text": "five (5) years unless earlier terminated pursuant to Section 14 hereof (the \"Term\").", "probability": 4.64431322374251e-05 }, { "score": 5.337261199951172, "text": "The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years unless earlier terminated pursuant to Section 14 hereof (the \"Term\"). The", "probability": 2.7654193709347126e-05 }, { "score": 5.26150369644165, "text": "Effective Date shall mean May 1, 2016.", "probability": 2.563657093392226e-05 }, { "score": 5.196752071380615, "text": "and shall continue for a period of five (5) years unless earlier terminated pursuant to Section 14 hereof (the \"Term\").", "probability": 2.40291639957667e-05 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Renewal Term": [ { "score": 14.992921829223633, "text": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 0.9626202538859019 }, { "text": "", "score": 11.636037826538086, "probability": 0.03354121545726555 }, { "score": 8.731881141662598, "text": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement", "probability": 0.001837890248881288 }, { "score": 8.462890625, "text": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement. References in this Agreement to \"Term\" shall be deemed to include the initial five (5) year term as well as a reduction or extension of that time period that may occur as a result of the provision of this Section 0 or the provisions of Section 14.", "probability": 0.0014044247568748994 }, { "score": 6.376420021057129, "text": "The", "probability": 0.00017432344767215937 }, { "score": 5.907029628753662, "text": "initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 0.00010901898877179703 }, { "score": 5.5111083984375, "text": "The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years unless earlier terminated pursuant to Section 14 hereof (the \"Term\"). The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 7.337628902719843e-05 }, { "score": 5.309866428375244, "text": "References in this Agreement to \"Term\" shall be deemed to include the initial five (5) year term as well as a reduction or extension of that time period that may occur as a result of the provision of this Section 0 or the provisions of Section 14.", "probability": 6.000085880844119e-05 }, { "score": 5.158072471618652, "text": ".", "probability": 5.15506551208488e-05 }, { "score": 4.231851100921631, "text": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement. References", "probability": 2.0416503076398664e-05 }, { "score": 4.040102481842041, "text": "any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.685411649036829e-05 }, { "score": 3.9095191955566406, "text": "Qualigen shall assign to Sekisui Qualigen's agreements with Qualigen's current distributors (such that such current Qualigen distributors shall become Sekisui subdistributors), each of which is set forth on Schedule 2.1 hereto; if any of such agreements do not allow such assignment and the current distributor declines to consent to such an assignment to Sekisui, Qualigen shall (if Sekisui so requests) act pursuant to such agreement to terminate such agreement. 2.2. Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years unless earlier terminated pursuant to Section 14 hereof (the \"Term\"). The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.479089284086295e-05 }, { "score": 3.7191598415374756, "text": "any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.2227069297866531e-05 }, { "score": 3.651583671569824, "text": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement. References in this Agreement to \"Term\" shall be deemed to include the initial five (5) year term as well as a reduction or extension of that time period that may occur as a result of the provision of this Section 0 or the provisions of Section 14. 3", "probability": 1.1428110102679144e-05 }, { "score": 3.6086578369140625, "text": "at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.094792876109293e-05 }, { "score": 3.5586776733398438, "text": "the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.0414198553317021e-05 }, { "score": 3.330526828765869, "text": "shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 8.289745557584443e-06 }, { "score": 3.3207759857177734, "text": "end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 8.209306362067434e-06 }, { "score": 3.208888053894043, "text": "this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 7.340305779656783e-06 }, { "score": 3.1653008460998535, "text": "and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 7.0272348540520695e-06 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Notice Period To Terminate Renewal": [ { "score": 14.89400863647461, "text": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 0.9352252615264665 }, { "text": "", "score": 11.910041809082031, "probability": 0.04731467941062385 }, { "score": 10.854019165039062, "text": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement", "probability": 0.016457774017928493 }, { "score": 6.618816375732422, "text": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period", "probability": 0.00023825712316110257 }, { "score": 6.499478816986084, "text": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination.", "probability": 0.0002114551419483251 }, { "score": 5.827240943908691, "text": ".", "probability": 0.00010796153519745977 }, { "score": 5.772796630859375, "text": "The", "probability": 0.00010224078770376754 }, { "score": 5.62178897857666, "text": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement. References in this Agreement to \"Term\" shall be deemed to include the initial five (5) year term as well as a reduction or extension of that time period that may occur as a result of the provision of this Section 0 or the provisions of Section 14.", "probability": 8.791083329506493e-05 }, { "score": 5.364368438720703, "text": "initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 6.795885869715634e-05 }, { "score": 5.032171249389648, "text": "Sekisui may terminate this Agreement upon prior written notice", "probability": 4.875000566200975e-05 }, { "score": 4.1494598388671875, "text": "2.2. Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years unless earlier terminated pursuant to Section 14 hereof (the \"Term\"). The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 2.0165917018979453e-05 }, { "score": 4.117644309997559, "text": "any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.9534426571941483e-05 }, { "score": 3.8003878593444824, "text": "any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.4223875466166791e-05 }, { "score": 3.7776050567626953, "text": "end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.390347933884189e-05 }, { "score": 3.762378692626953, "text": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement. References in this Agreement to \"Term\" shall be deemed to include the initial five (5) year term as well as a reduction or extension of that time period that may occur as a result of the provision of this Section 0 or the provisions of Section 14. 3\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n2.3. Customer Product Rentals. All instruments placed with customers under a rental program during the Term shall be owned by Sekisui (\"Sekisui Instruments\"), while Qualigen shall retain ownership of instruments placed with customers under a rental program before the execution of this Agreement (\"Qualigen Instruments\") and any instruments (including FastPack\u00ae 2.0) placed by Qualigen to the Qualigen Retained Customers.", "probability": 1.3693383456950123e-05 }, { "score": 3.7233855724334717, "text": "unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.3169711855092703e-05 }, { "score": 3.5801424980163574, "text": "one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.1412127003292335e-05 }, { "score": 3.5735864639282227, "text": "at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.1337553430191616e-05 }, { "score": 3.468125343322754, "text": "Qualigen may terminate this Agreement (i) upon thirty (30) days prior written notice in the event of any failure of Sekisui to make a Financing Payment that is determined to be due, which failure is not cured within such 30 day period, or (ii) upon sixty (60) days prior written notice in the event of any material breach of the diligence obligations (which is understood not to include failing to meet forecasts for sales to customers) set forth in the Business Plan (as it may be amended by the Parties from time to time), which breach is not cured within such 60 day period. 14.3. Termination by Sekisui. Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination.", "probability": 1.0202771586236543e-05 }, { "score": 3.458745002746582, "text": "shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "probability": 1.010751358865124e-05 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Governing Law": [ { "score": 15.850717544555664, "text": "This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles.", "probability": 0.501864404322758 }, { "score": 15.812336921691895, "text": "This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles.", "probability": 0.48296749315472176 }, { "text": "", "score": 12.272628784179688, "probability": 0.014016584167157837 }, { "score": 8.909361839294434, "text": "This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles", "probability": 0.00048528169948993267 }, { "score": 7.923406600952148, "text": "This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles", "probability": 0.00018105019398817905 }, { "score": 7.258026599884033, "text": "Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles.", "probability": 9.307394703415618e-05 }, { "score": 6.677356719970703, "text": ".", "probability": 5.207705385478146e-05 }, { "score": 6.565270900726318, "text": "Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles.", "probability": 4.6555195443266e-05 }, { "score": 6.493586540222168, "text": "This", "probability": 4.33347237123783e-05 }, { "score": 6.440890789031982, "text": "This", "probability": 4.111029167003182e-05 }, { "score": 6.360317230224609, "text": ".", "probability": 3.7927822169133994e-05 }, { "score": 6.301882266998291, "text": "15.7. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles.", "probability": 3.577502319210344e-05 }, { "score": 6.098842620849609, "text": "This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware,", "probability": 2.9201215279538157e-05 }, { "score": 5.892030715942383, "text": "Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles.", "probability": 2.3745627841822677e-05 }, { "score": 5.634296894073486, "text": "Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles.", "probability": 1.8350642743746642e-05 }, { "score": 5.59525203704834, "text": "This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall be inapplicable to this Agreement.", "probability": 1.7647952019706973e-05 }, { "score": 5.573327541351318, "text": "This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware,", "probability": 1.7265240282651464e-05 }, { "score": 5.022414207458496, "text": "the laws of the State of Delaware, without reference to its conflicts of laws principles.", "probability": 9.95208338002164e-06 }, { "score": 4.995571136474609, "text": "This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall be inapplicable to this Agreement.", "probability": 9.688492520838862e-06 }, { "score": 4.97393798828125, "text": "the laws of the State of Delaware, without reference to its conflicts of laws principles.", "probability": 9.481150740245589e-06 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Most Favored Nation": [ { "text": "", "score": 12.086397171020508, "probability": 0.6599950712422172 }, { "score": 10.049742698669434, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 0.08610589662204579 }, { "score": 9.707640647888184, "text": "At any time during such 30 day period, Sekisui may elect to match the terms of such proposal. Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date. For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 0.061158927445541564 }, { "score": 9.340330123901367, "text": "At any time during such 30 day period, Sekisui may elect to match the terms of such proposal.", "probability": 0.042358339491971445 }, { "score": 8.486335754394531, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000. In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui.", "probability": 0.018032414619129456 }, { "score": 8.138407707214355, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000. In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui. If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3.", "probability": 0.01273358388230453 }, { "score": 8.100341796875, "text": "During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\"). Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal. At any time during such 30 day period, Sekisui may elect to match the terms of such proposal. Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date. For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 0.012257978033300213 }, { "score": 8.000344276428223, "text": "For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 0.01109150469593499 }, { "score": 7.931937217712402, "text": "Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal. At any time during such 30 day period, Sekisui may elect to match the terms of such proposal. Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date. For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 0.010358137201608997 }, { "score": 7.91087532043457, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000", "probability": 0.010142256587924819 }, { "score": 7.869633674621582, "text": "Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date. For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 0.009732481218982843 }, { "score": 7.801973342895508, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.", "probability": 0.009095761529696851 }, { "score": 7.796268463134766, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 0.009044019036521281 }, { "score": 7.733031272888184, "text": "During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\"). Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal. At any time during such 30 day period, Sekisui may elect to match the terms of such proposal.", "probability": 0.00848980871160634 }, { "score": 7.692619800567627, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui.", "probability": 0.008153562894757263 }, { "score": 7.5687737464904785, "text": "At any time during such 30 day period, Sekisui may elect to match the terms of such proposal. Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date. For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000", "probability": 0.007203802003187271 }, { "score": 7.5646257400512695, "text": "Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal. At any time during such 30 day period, Sekisui may elect to match the terms of such proposal.", "probability": 0.007173982474645581 }, { "score": 7.344691276550293, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui. If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3.", "probability": 0.005757633114909131 }, { "score": 7.3196210861206055, "text": "At any time during such 30 day period, Sekisui may elect to match the terms of such proposal. Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date.", "probability": 0.005615082507907251 }, { "score": 7.298868656158447, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party. 9.3. Right of First Refusal. During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\").", "probability": 0.005499756685807174 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Compete": [ { "text": "", "score": 12.04295539855957, "probability": 0.5579195652879225 }, { "score": 10.676353454589844, "text": "Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "probability": 0.14225381047123814 }, { "score": 10.461901664733887, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.11479650853166676 }, { "score": 10.329346656799316, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.10054506771940715 }, { "score": 9.185281753540039, "text": "Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers", "probability": 0.03202577856792893 }, { "score": 9.098930358886719, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.0293763451597607 }, { "score": 7.536909103393555, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction", "probability": 0.00616056508918561 }, { "score": 7.341142654418945, "text": "In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.005065242730341592 }, { "score": 6.794188499450684, "text": "The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.0029313055519351503 }, { "score": 6.322844505310059, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term),", "probability": 0.0018296119780379246 }, { "score": 6.147662162780762, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term", "probability": 0.0015356005894219189 }, { "score": 5.951578617095947, "text": "nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.0012621770182354608 }, { "score": 5.812828063964844, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers. Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "probability": 0.0010986558402253028 }, { "score": 5.79672908782959, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so,", "probability": 0.0010811102182972229 }, { "score": 5.431217670440674, "text": "The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.0007501193705692808 }, { "score": 4.632746696472168, "text": "nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.00033756611271550606 }, { "score": 4.622553825378418, "text": "In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui. 12\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n8.4. Marks. During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.00033414282106663965 }, { "score": 4.321755886077881, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers. Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers", "probability": 0.000247341647771698 }, { "score": 4.26982307434082, "text": "Sekisui shall not,", "probability": 0.00023482434311185123 }, { "score": 4.180045127868652, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term. 9. Sale Transaction 9.1. Exclusivity Period. The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed.", "probability": 0.0002146609511604101 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Exclusivity": [ { "score": 13.853973388671875, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers.", "probability": 0.14072411435884247 }, { "score": 13.814977645874023, "text": "Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory.", "probability": 0.1353420929560336 }, { "score": 13.66311264038086, "text": "Exclusivity Period shall mean the period from the Effective Date until December 31, 2018.", "probability": 0.11627296689262913 }, { "score": 13.234224319458008, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.07572075283908575 }, { "score": 13.183074951171875, "text": "Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory.", "probability": 0.07194506922533597 }, { "score": 13.157777786254883, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers.", "probability": 0.07014789054738174 }, { "score": 13.058605194091797, "text": "Exclusivity Period shall mean the period from the Effective Date until December 31, 2018.", "probability": 0.06352497548739851 }, { "score": 13.048836708068848, "text": "Qualigen hereby appoints Sekisui, and Sekisui accepts the appointment to act on an exclusive basis pursuant to the terms and conditions of this Agreement, as a distributor for the sale of the Products in the Territory. Sekisui shall be permitted to appoint sub-distributors in the Territory (including any current Qualigen distributors) with the approval of Qualigen, not to be unreasonably withheld or delayed. Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory.", "probability": 0.06290745368925917 }, { "score": 12.848787307739258, "text": "Qualigen hereby appoints Sekisui, and Sekisui accepts the appointment to act on an exclusive basis pursuant to the terms and conditions of this Agreement, as a distributor for the sale of the Products in the Territory.", "probability": 0.051501722668307916 }, { "score": 12.431196212768555, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.033920656395184934 }, { "score": 12.411582946777344, "text": "1.11. Exclusivity Period shall mean the period from the Effective Date until December 31, 2018.", "probability": 0.033261843395237384 }, { "text": "", "score": 12.22352123260498, "probability": 0.02755955175955308 }, { "score": 11.858503341674805, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers", "probability": 0.019131406249464824 }, { "score": 11.790101051330566, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.017866527685319038 }, { "score": 11.709543228149414, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers. Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "probability": 0.01648368621214335 }, { "score": 11.534233093261719, "text": "Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory", "probability": 0.01383305534055015 }, { "score": 11.508790969848633, "text": "In addition to the retention of the Qualigen Instruments, Qualigen shall be permitted to continue selling the existing Qualigen products directly to the Qualigen Retained Customers. However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers.", "probability": 0.013485552390599027 }, { "score": 11.404330253601074, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.", "probability": 0.01214792292918548 }, { "score": 11.402637481689453, "text": "Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory", "probability": 0.012127376661445113 }, { "score": 11.399995803833008, "text": "Qualigen hereby appoints Sekisui, and Sekisui accepts the appointment to act on an exclusive basis pursuant to the terms and conditions of this Agreement, as a distributor for the sale of the Products in the Territory. Sekisui shall be permitted to appoint sub-distributors in the Territory (including any current Qualigen distributors) with the approval of Qualigen, not to be unreasonably withheld or delayed. Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory", "probability": 0.012095382317043313 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__No-Solicit Of Customers": [ { "score": 13.011475563049316, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.23160277196612775 }, { "score": 12.67180347442627, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers. Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "probability": 0.16490204414675538 }, { "score": 12.502307891845703, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers.", "probability": 0.13919224612018716 }, { "score": 12.26511001586914, "text": "Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "probability": 0.10979974066777881 }, { "text": "", "score": 12.132871627807617, "probability": 0.09619907855074278 }, { "score": 11.766105651855469, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.06666324844224189 }, { "score": 11.043190956115723, "text": "In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.03235404680177024 }, { "score": 10.888497352600098, "text": "Sekisui shall make no attempt to reverse-engineer any Product nor encourage or assist anyone else to do so.", "probability": 0.027716987820790958 }, { "score": 10.826107025146484, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers", "probability": 0.026040556198197562 }, { "score": 10.816340446472168, "text": "Sekisui shall make no attempt to reverse-engineer any Product nor encourage or assist anyone else to do so.", "probability": 0.025787466977022108 }, { "score": 10.669679641723633, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers. Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers", "probability": 0.02226971743553228 }, { "score": 10.515557289123535, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction", "probability": 0.019088869957553083 }, { "score": 10.346250534057617, "text": "Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "probability": 0.016115776280402457 }, { "score": 10.26298713684082, "text": "Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers", "probability": 0.014828266949343284 }, { "score": 8.638374328613281, "text": "The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.0029209896496045096 }, { "score": 7.642281532287598, "text": "Sekisui shall not make, or advise its customers to make, any alterations or modifications to, or any additions to or subtractions from, any Product. (f) Sekisui shall make no attempt to reverse-engineer any Product nor encourage or assist anyone else to do so.", "probability": 0.0010787788248177435 }, { "score": 7.5043792724609375, "text": "In addition to the retention of the Qualigen Instruments, Qualigen shall be permitted to continue selling the existing Qualigen products directly to the Qualigen Retained Customers. However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers. Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "probability": 0.0009398146761422148 }, { "score": 7.422060489654541, "text": "Sekisui shall make no attempt to reverse-engineer any Product nor encourage or assist anyone else to do so", "probability": 0.0008655489413962133 }, { "score": 7.393004417419434, "text": "The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.0008407613477842181 }, { "score": 7.334883213043213, "text": "In addition to the retention of the Qualigen Instruments, Qualigen shall be permitted to continue selling the existing Qualigen products directly to the Qualigen Retained Customers. However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers.", "probability": 0.0007932882458093365 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Competitive Restriction Exception": [ { "score": 12.785343170166016, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.19024172207518247 }, { "score": 12.549520492553711, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.15027588038615783 }, { "score": 12.053897857666016, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.09154678677958919 }, { "text": "", "score": 11.918704986572266, "probability": 0.07997045879586669 }, { "score": 11.896356582641602, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 0.07820306940594797 }, { "score": 11.724018096923828, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 0.06582307177677736 }, { "score": 11.441560745239258, "text": "Exclusivity Period shall mean the period from the Effective Date until December 31, 2018.", "probability": 0.04962590919225741 }, { "score": 11.399703979492188, "text": "In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.04759160091712045 }, { "score": 11.164718627929688, "text": "The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.03762508351688723 }, { "score": 10.914306640625, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers.", "probability": 0.029290374757408304 }, { "score": 10.850595474243164, "text": "In addition to the retention of the Qualigen Instruments, Qualigen shall be permitted to continue selling the existing Qualigen products directly to the Qualigen Retained Customers. However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers.", "probability": 0.02748245467114677 }, { "score": 10.806867599487305, "text": "The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.026306601475034594 }, { "score": 10.51799201965332, "text": "Territory shall mean worldwide excluding Qualigen Retained Customers.", "probability": 0.019706417310653073 }, { "score": 10.38656234741211, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term. 9. Sale Transaction 9.1. Exclusivity Period. The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.01727939346348197 }, { "score": 10.382858276367188, "text": "1.11. Exclusivity Period shall mean the period from the Effective Date until December 31, 2018.", "probability": 0.01721550775412658 }, { "score": 10.355680465698242, "text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers. Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "probability": 0.016753928708890187 }, { "score": 10.311245918273926, "text": "The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.01602577290954896 }, { "score": 10.29196834564209, "text": "In addition to the retention of the Qualigen Instruments, Qualigen shall be permitted to continue selling the existing Qualigen products directly to the Qualigen Retained Customers. However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers. Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "probability": 0.01571979365270909 }, { "score": 9.9931640625, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.", "probability": 0.011659442623725057 }, { "score": 9.992931365966797, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates", "probability": 0.011656729827488818 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__No-Solicit Of Employees": [ { "score": 12.893427848815918, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.566670790684754 }, { "text": "", "score": 12.21068000793457, "probability": 0.28629727044120173 }, { "score": 10.227306365966797, "text": "Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment.", "probability": 0.03939571429620587 }, { "score": 10.149632453918457, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction", "probability": 0.03645151874555035 }, { "score": 10.09675407409668, "text": "Sekisui shall make no attempt to reverse-engineer any Product nor encourage or assist anyone else to do so.", "probability": 0.03457409645498607 }, { "score": 8.805562973022461, "text": "Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment", "probability": 0.009505909361134855 }, { "score": 8.50692367553711, "text": "Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment. Such offers of employment are subject to Sekisui's employment policies, including the successful completion of customary background checks, and are not a guarantee of ongoing employment. Upon the expiration or termination of the Term (other than in connection with a Sale Transaction in which Sekisui acquires Qualigen), Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products.", "probability": 0.007051739653528835 }, { "score": 8.102128982543945, "text": "Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment.", "probability": 0.004704312554305774 }, { "score": 7.960811614990234, "text": "Upon the expiration or termination of the Term (other than in connection with a Sale Transaction in which Sekisui acquires Qualigen), Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products.", "probability": 0.004084348726821802 }, { "score": 7.716272354125977, "text": "The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.0031983115321194255 }, { "score": 7.214767932891846, "text": "Sekisui shall make no attempt to reverse-engineer any Product nor encourage or assist anyone else to do so", "probability": 0.0019369578100421774 }, { "score": 6.964637756347656, "text": "Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment", "probability": 0.00150830790014671 }, { "score": 6.844756126403809, "text": "Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment. Such offers of employment are subject to Sekisui's employment policies, including the successful completion of customary background checks, and are not a guarantee of ongoing employment.", "probability": 0.0013379074603106068 }, { "score": 6.335591793060303, "text": "Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment. Such offers of employment are subject to Sekisui's employment policies, including the successful completion of customary background checks, and are not a guarantee of ongoing employment.", "probability": 0.0008040791762516043 }, { "score": 6.050763130187988, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and", "probability": 0.0006047826149821022 }, { "score": 5.958447456359863, "text": "(f) Sekisui shall make no attempt to reverse-engineer any Product nor encourage or assist anyone else to do so.", "probability": 0.0005514512312803792 }, { "score": 5.79226016998291, "text": "Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.00046701721464194486 }, { "score": 5.303516864776611, "text": "In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.00028646684751276903 }, { "score": 5.300992012023926, "text": "Such offers of employment are subject to Sekisui's employment policies, including the successful completion of customary background checks, and are not a guarantee of ongoing employment. Upon the expiration or termination of the Term (other than in connection with a Sale Transaction in which Sekisui acquires Qualigen), Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products.", "probability": 0.0002857444732323726 }, { "score": 5.292304515838623, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen", "probability": 0.00028327282099105074 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Disparagement": [ { "text": "", "score": 11.925148010253906, "probability": 0.9492913039716161 }, { "score": 8.249483108520508, "text": "Potentially Serious Complaint shall mean any information coming to the notice of Qualigen or Sekisui which might relate to a Serious Incident (as hereinafter defined), or to a significant lapse in the quality of the Products, or might lead to significant adverse public or media comment, or otherwise significantly, adversely affect the reputation or business of Sekisui or Qualigen.", "probability": 0.024047975366152226 }, { "score": 7.186927795410156, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.008310298223585316 }, { "score": 6.532628059387207, "text": "Sekisui shall not make any false or misleading representations to customers or others regarding Qualigen or the Products.", "probability": 0.004319742351043151 }, { "score": 6.528623104095459, "text": "Potentially Serious Complaint shall mean any information coming to the notice of Qualigen or Sekisui which might relate to a Serious Incident (as hereinafter defined), or to a significant lapse in the quality of the Products, or might lead to significant adverse public or media comment, or otherwise significantly, adversely affect the reputation or business of Sekisui or Qualigen", "probability": 0.004302476573467091 }, { "score": 6.16969633102417, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.003004959322086104 }, { "score": 5.684436798095703, "text": "or otherwise significantly, adversely affect the reputation or business of Sekisui or Qualigen.", "probability": 0.0018496649197461718 }, { "score": 5.279511451721191, "text": "or might lead to significant adverse public or media comment, or otherwise significantly, adversely affect the reputation or business of Sekisui or Qualigen.", "probability": 0.0012337757117210856 }, { "score": 4.729604721069336, "text": "adversely affect the reputation or business of Sekisui or Qualigen.", "probability": 0.0007118930576346209 }, { "score": 4.462730884552002, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 0.000545146117188259 }, { "score": 4.243389129638672, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date", "probability": 0.0004377780771272751 }, { "score": 4.1091203689575195, "text": "Sekisui shall not make any false or misleading representations to customers or others regarding Qualigen or the Products.", "probability": 0.0003827734684730098 }, { "score": 3.963576316833496, "text": "or otherwise significantly, adversely affect the reputation or business of Sekisui or Qualigen", "probability": 0.0003309274926502545 }, { "score": 3.584041118621826, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.0002264137545354207 }, { "score": 3.5586509704589844, "text": "or might lead to significant adverse public or media comment, or otherwise significantly, adversely affect the reputation or business of Sekisui or Qualigen", "probability": 0.0002207374419084898 }, { "score": 3.322439670562744, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.0001742973327331116 }, { "score": 3.2807018756866455, "text": "Potentially Serious Complaint shall mean any information coming to the notice of Qualigen or Sekisui which might relate to a Serious Incident (as hereinafter defined), or to a significant lapse in the quality of the Products, or might lead to significant adverse public or media comment, or otherwise significantly, adversely affect the reputation or business of Sekisui", "probability": 0.0001671722728725172 }, { "score": 3.2283852100372314, "text": "Sekisui shall not make any false or misleading representations to customers or others regarding Qualigen or the Products", "probability": 0.00015865121702756237 }, { "score": 3.124723434448242, "text": "In the event such action results from Sekisui's gross negligence or willful misconduct, Sekisui shall be responsible for the expenses thereof.", "probability": 0.00014302885792310494 }, { "score": 3.1103267669677734, "text": "lead to significant adverse public or media comment, or otherwise significantly, adversely affect the reputation or business of Sekisui or Qualigen.", "probability": 0.00014098447050891975 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Termination For Convenience": [ { "score": 12.279443740844727, "text": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination.", "probability": 0.4781246764665589 }, { "text": "", "score": 11.829795837402344, "probability": 0.30497311478216804 }, { "score": 10.776670455932617, "text": "Qualigen may terminate this Agreement (i) upon thirty (30) days prior written notice in the event of any failure of Sekisui to make a Financing Payment that is determined to be due, which failure is not cured within such 30 day period, or (ii) upon sixty (60) days prior written notice in the event of any material breach of the diligence obligations (which is understood not to include failing to meet forecasts for sales to customers) set forth in the Business Plan (as it may be amended by the Parties from time to time), which breach is not cured within such 60 day period. 14.3. Termination by Sekisui. Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination.", "probability": 0.10638858028481303 }, { "score": 9.032243728637695, "text": "(ii) at any other time upon ninety (90) days' prior written notice of impending termination.", "probability": 0.018590887023844104 }, { "score": 8.789766311645508, "text": "Sekisui may terminate this Agreement upon prior written notice", "probability": 0.01458792451843569 }, { "score": 8.774785041809082, "text": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time),", "probability": 0.014371007785945017 }, { "score": 8.437337875366211, "text": "or (ii) at any other time upon ninety (90) days' prior written notice of impending termination.", "probability": 0.010255002778146147 }, { "score": 8.421313285827637, "text": "Qualigen may terminate this Agreement (i) upon thirty (30) days prior written notice in the event of any failure of Sekisui to make a Financing Payment that is determined to be due, which failure is not cured within such 30 day period, or (ii) upon sixty (60) days prior written notice in the event of any material breach of the diligence obligations (which is understood not to include failing to meet forecasts for sales to customers) set forth in the Business Plan (as it may be amended by the Parties from time to time), which breach is not cured within such 60 day period.", "probability": 0.010091980241027986 }, { "score": 8.232866287231445, "text": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen", "probability": 0.008358626123490557 }, { "score": 8.1466646194458, "text": "Qualigen may terminate this Agreement", "probability": 0.007668280510746118 }, { "score": 8.068033218383789, "text": "at any other time upon ninety (90) days' prior written notice of impending termination.", "probability": 0.007088409642564993 }, { "score": 7.444691181182861, "text": "Either Party may terminate this Agreement (i) immediately upon written notice in the event of the closing of a Sale Transaction; or (ii) immediately upon written notice if the other files a voluntary bankruptcy petition or makes a general assignment for the benefit of creditors or becomes subject to any order for relief or involuntary bankruptcy petition under any bankruptcy, liquidation, insolvency or similar law which is not dismissed within 60 days. 14.2. Termination by Qualigen. Qualigen may terminate this Agreement", "probability": 0.0038004480521699386 }, { "score": 7.286993503570557, "text": "Qualigen may terminate this Agreement (i) upon thirty (30) days prior written notice in the event of any failure of Sekisui to make a Financing Payment that is determined to be due, which failure is not cured within such 30 day period, or (ii) upon sixty (60) days prior written notice in the event of any material breach of the diligence obligations (which is understood not to include failing to meet forecasts for sales to customers) set forth in the Business Plan (as it may be amended by the Parties from time to time), which breach is not cured within such 60 day period. 14.3. Termination by Sekisui. Sekisui may terminate this Agreement upon prior written notice", "probability": 0.003245992928735477 }, { "score": 7.272011756896973, "text": "Qualigen may terminate this Agreement (i) upon thirty (30) days prior written notice in the event of any failure of Sekisui to make a Financing Payment that is determined to be due, which failure is not cured within such 30 day period, or (ii) upon sixty (60) days prior written notice in the event of any material breach of the diligence obligations (which is understood not to include failing to meet forecasts for sales to customers) set forth in the Business Plan (as it may be amended by the Parties from time to time), which breach is not cured within such 60 day period. 14.3. Termination by Sekisui. Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time),", "probability": 0.003197724758545526 }, { "score": 7.243694305419922, "text": "Either Party may terminate this Agreement", "probability": 0.0031084434188434025 }, { "score": 6.730093479156494, "text": "Qualigen may terminate this Agreement (i) upon thirty (30) days prior written notice in the event of any failure of Sekisui to make a Financing Payment that is determined to be due, which failure is not cured within such 30 day period, or (ii) upon sixty (60) days prior written notice in the event of any material breach of the diligence obligations (which is understood not to include failing to meet forecasts for sales to customers) set forth in the Business Plan (as it may be amended by the Parties from time to time), which breach is not cured within such 60 day period. 14.3. Termination by Sekisui. Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen", "probability": 0.0018598972908384253 }, { "score": 6.4110188484191895, "text": "Qualigen may terminate this Agreement", "probability": 0.001351812974367854 }, { "score": 6.264177322387695, "text": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan", "probability": 0.001167196955042786 }, { "score": 6.017450332641602, "text": "(i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination.", "probability": 0.0009119939886757818 }, { "score": 5.956420421600342, "text": "any other time upon ninety (90) days' prior written notice of impending termination.", "probability": 0.0008579994750406786 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Rofr/Rofo/Rofn": [ { "score": 13.046175003051758, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.", "probability": 0.11446730104224971 }, { "score": 12.756929397583008, "text": "No later than July 1, 2018 (and sooner upon Sekisui's written request at any time before July 1, 2018), the parties shall engage in good faith negotiations for a period of up to 6 months (the \"Negotiation Period\") with respect to a potential acquisition by Sekisui of Qualigen. During the Negotiation Period, Qualigen shall provide to Sekisui all due diligence information reasonably requested by Sekisui so that it may make an informed offer to acquire Qualigen. Any Financing Payments made by Sekisui will be credited against any such Sale Transaction agreed to between Sekisui and Qualigen. If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.", "probability": 0.08571635061017108 }, { "score": 12.506097793579102, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui.", "probability": 0.06670046952944413 }, { "score": 12.420780181884766, "text": "During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\").", "probability": 0.061245745183764494 }, { "score": 12.402969360351562, "text": "During the Negotiation Period, Qualigen shall provide to Sekisui all due diligence information reasonably requested by Sekisui so that it may make an informed offer to acquire Qualigen. Any Financing Payments made by Sekisui will be credited against any such Sale Transaction agreed to between Sekisui and Qualigen. If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.", "probability": 0.060164565080885406 }, { "score": 12.353303909301758, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party. 9.3. Right of First Refusal. During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\").", "probability": 0.0572494541586063 }, { "score": 12.351621627807617, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui. If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3.", "probability": 0.05715322542592824 }, { "score": 12.344236373901367, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.", "probability": 0.056732689139627084 }, { "text": "", "score": 12.250921249389648, "probability": 0.05167816997409 }, { "score": 12.127453804016113, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui.", "probability": 0.045675771936481147 }, { "score": 12.025208473205566, "text": "Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal. At any time during such 30 day period, Sekisui may elect to match the terms of such proposal. Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date. For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000. In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui.", "probability": 0.0412364540401817 }, { "score": 12.021533966064453, "text": "During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\"). Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal.", "probability": 0.041085208442028606 }, { "score": 11.954057693481445, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party. 9.3. Right of First Refusal. During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\"). Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal.", "probability": 0.03840439446432299 }, { "score": 11.939990997314453, "text": "Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal. At any time during such 30 day period, Sekisui may elect to match the terms of such proposal. Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date. For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 0.03786795333860426 }, { "score": 11.871390342712402, "text": "Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal.", "probability": 0.035357288122213955 }, { "score": 11.812150001525879, "text": "No later than July 1, 2018 (and sooner upon Sekisui's written request at any time before July 1, 2018), the parties shall engage in good faith negotiations for a period of up to 6 months (the \"Negotiation Period\") with respect to a potential acquisition by Sekisui of Qualigen.", "probability": 0.0333235448690102 }, { "score": 11.714422225952148, "text": "During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\"). Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal. At any time during such 30 day period, Sekisui may elect to match the terms of such proposal.", "probability": 0.030220981194271104 }, { "score": 11.675939559936523, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000. In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui.", "probability": 0.02908009032293596 }, { "score": 11.65196704864502, "text": "No later than July 1, 2018 (and sooner upon Sekisui's written request at any time before July 1, 2018), the parties shall engage in good faith negotiations for a period of up to 6 months (the \"Negotiation Period\") with respect to a potential acquisition by Sekisui of Qualigen. During the Negotiation Period, Qualigen shall provide to Sekisui all due diligence information reasonably requested by Sekisui so that it may make an informed offer to acquire Qualigen.", "probability": 0.028391257049013966 }, { "score": 11.646946907043457, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party. 9.3. Right of First Refusal. During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\"). Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal. At any time during such 30 day period, Sekisui may elect to match the terms of such proposal.", "probability": 0.028249086076169713 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Change Of Control": [ { "text": "", "score": 12.314455032348633, "probability": 0.34432395172998387 }, { "score": 11.313122749328613, "text": "The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld; provided, that Sekisui and Qualigen each may assign this Agreement without the consent of the other to a successor in connection with the merger, consolidation or sale of such Party or of all or substantially all of its assets or the portion of its business to which this Agreement relates.", "probability": 0.12650105541804876 }, { "score": 11.300941467285156, "text": "Sale Transaction shall mean (i) any transaction in which Qualigen, Qualigen's business or control of Qualigen is acquired, (ii) any license, sale, lease, transfer, or other disposition, in a single transaction or series of related transactions, of all or substantially all of Qualigen's assets other than in the ordinary course of business, (iii) any sale of a majority of the outstanding shares of capital stock of Qualigen, (iv) any sale or license of any rights to any Qualigen products, now or hereafter existing, other than in the ordinary course of business, (v) any liquidation or dissolution of Qualigen, (vi) any similar transaction resulting in a change of control of Qualigen, or (vii) any of the foregoing with respect to any now or hereafter existing subsidiary of Qualigen which holds, on a consolidated basis, all or substantially all of Qualigen's assets (i.e., of the assets of Qualigen and all its Affiliates considered together).", "probability": 0.12496945773351485 }, { "score": 11.109588623046875, "text": "(v) any liquidation or dissolution of Qualigen, (vi) any similar transaction resulting in a change of control of Qualigen, or (vii) any of the foregoing with respect to any now or hereafter existing subsidiary of Qualigen which holds, on a consolidated basis, all or substantially all of Qualigen's assets (i.e., of the assets of Qualigen and all its Affiliates considered together).", "probability": 0.10320491987068794 }, { "score": 10.91690444946289, "text": "(iv) any sale or license of any rights to any Qualigen products, now or hereafter existing, other than in the ordinary course of business, (v) any liquidation or dissolution of Qualigen, (vi) any similar transaction resulting in a change of control of Qualigen, or (vii) any of the foregoing with respect to any now or hereafter existing subsidiary of Qualigen which holds, on a consolidated basis, all or substantially all of Qualigen's assets (i.e., of the assets of Qualigen and all its Affiliates considered together).", "probability": 0.08511747417803248 }, { "score": 10.356664657592773, "text": "(iii) any sale of a majority of the outstanding shares of capital stock of Qualigen, (iv) any sale or license of any rights to any Qualigen products, now or hereafter existing, other than in the ordinary course of business, (v) any liquidation or dissolution of Qualigen, (vi) any similar transaction resulting in a change of control of Qualigen, or (vii) any of the foregoing with respect to any now or hereafter existing subsidiary of Qualigen which holds, on a consolidated basis, all or substantially all of Qualigen's assets (i.e., of the assets of Qualigen and all its Affiliates considered together).", "probability": 0.04860821548991289 }, { "score": 10.144205093383789, "text": "(vi) any similar transaction resulting in a change of control of Qualigen, or (vii) any of the foregoing with respect to any now or hereafter existing subsidiary of Qualigen which holds, on a consolidated basis, all or substantially all of Qualigen's assets (i.e., of the assets of Qualigen and all its Affiliates considered together).", "probability": 0.03930426335919266 }, { "score": 10.093472480773926, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui. If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3.", "probability": 0.03735999138639607 }, { "score": 9.877574920654297, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui.", "probability": 0.030105347767976017 }, { "score": 9.083937644958496, "text": "If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3.", "probability": 0.013613549002368877 }, { "score": 8.84321403503418, "text": "Either Party may terminate this Agreement (i) immediately upon written notice in the event of the closing of a Sale Transaction; or (ii) immediately upon written notice if the other files a voluntary bankruptcy petition or makes a general assignment for the benefit of creditors or becomes subject to any order for relief or involuntary bankruptcy petition under any bankruptcy, liquidation, insolvency or similar law which is not dismissed within 60 days.", "probability": 0.01070105074446729 }, { "score": 8.765795707702637, "text": "Either Party may terminate this Agreement (i) immediately upon written notice in the event of the closing of a Sale Transaction;", "probability": 0.00990385038922852 }, { "score": 8.485902786254883, "text": "(ii) any license, sale, lease, transfer, or other disposition, in a single transaction or series of related transactions, of all or substantially all of Qualigen's assets other than in the ordinary course of business, (iii) any sale of a majority of the outstanding shares of capital stock of Qualigen, (iv) any sale or license of any rights to any Qualigen products, now or hereafter existing, other than in the ordinary course of business, (v) any liquidation or dissolution of Qualigen, (vi) any similar transaction resulting in a change of control of Qualigen, or (vii) any of the foregoing with respect to any now or hereafter existing subsidiary of Qualigen which holds, on a consolidated basis, all or substantially all of Qualigen's assets (i.e., of the assets of Qualigen and all its Affiliates considered together).", "probability": 0.007485970645972952 }, { "score": 7.907539367675781, "text": "In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.004198247892112271 }, { "score": 7.903568267822266, "text": "(vii) any of the foregoing with respect to any now or hereafter existing subsidiary of Qualigen which holds, on a consolidated basis, all or substantially all of Qualigen's assets (i.e., of the assets of Qualigen and all its Affiliates considered together).", "probability": 0.004181609289165129 }, { "score": 7.4621500968933105, "text": "Either Party may terminate this Agreement", "probability": 0.0026892920994442114 }, { "score": 7.454789638519287, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui", "probability": 0.002669570346499101 }, { "score": 7.355327606201172, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.0024168269647280335 }, { "score": 6.832667827606201, "text": "Either Party may terminate this Agreement (i) immediately upon written notice in the event of the closing of a Sale Transaction", "probability": 0.0014330366577409428 }, { "score": 6.665407180786133, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.0012123190345269767 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Anti-Assignment": [ { "score": 14.776161193847656, "text": "The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld; provided, that Sekisui and Qualigen each may assign this Agreement without the consent of the other to a successor in connection with the merger, consolidation or sale of such Party or of all or substantially all of its assets or the portion of its business to which this Agreement relates.", "probability": 0.6213754786674932 }, { "score": 14.07442569732666, "text": "The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld; provided, that Sekisui and Qualigen each may assign this Agreement without the consent of the other to a successor in connection with the merger, consolidation or sale of such Party or of all or substantially all of its assets or the portion of its business to which this Agreement relates.", "probability": 0.308030880166743 }, { "text": "", "score": 12.204805374145508, "probability": 0.04749287572468708 }, { "score": 10.741594314575195, "text": "Qualigen shall assign to Sekisui Qualigen's agreements with Qualigen's current distributors (such that such current Qualigen distributors shall become Sekisui subdistributors), each of which is set forth on Schedule 2.1 hereto; if any of such agreements do not allow such assignment and the current distributor declines to consent to such an assignment to Sekisui, Qualigen shall (if Sekisui so requests) act pursuant to such agreement to terminate such agreement.", "probability": 0.010994208734500306 }, { "score": 10.339534759521484, "text": "if any of such agreements do not allow such assignment and the current distributor declines to consent to such an assignment to Sekisui, Qualigen shall (if Sekisui so requests) act pursuant to such agreement to terminate such agreement.", "probability": 0.007354475948228522 }, { "score": 8.789684295654297, "text": "if any of such agreements do not allow such assignment and the current distributor declines to consent to such an assignment to Sekisui, Qualigen shall (if Sekisui so requests) act pursuant to such agreement to terminate such agreement.", "probability": 0.001561206057831193 }, { "score": 8.157647132873535, "text": "The following Distribution Agreements also shall be assigned upon Sekisui's request.", "probability": 0.0008297933988508573 }, { "score": 7.63619327545166, "text": "The following Distribution Agreements also shall be assigned upon Sekisui's request.", "probability": 0.0004926125169527042 }, { "score": 7.526865005493164, "text": "15.2. Assignment. The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld; provided, that Sekisui and Qualigen each may assign this Agreement without the consent of the other to a successor in connection with the merger, consolidation or sale of such Party or of all or substantially all of its assets or the portion of its business to which this Agreement relates.", "probability": 0.00044159564161287636 }, { "score": 7.23632287979126, "text": "Qualigen shall assign to Sekisui Qualigen's agreements with Qualigen's current distributors (such that such current Qualigen distributors shall become Sekisui subdistributors), each of which is set forth on Schedule 2.1 hereto;", "probability": 0.000330250844210496 }, { "score": 7.130834102630615, "text": "The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld; provided, that Sekisui and Qualigen each may assign this Agreement without the consent of the other to a successor in connection with the merger, consolidation or sale of such Party or of all or substantially all of its assets or the portion of its business to which this Agreement relates", "probability": 0.00029718763961154745 }, { "score": 6.373610973358154, "text": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.", "probability": 0.00013937116041501773 }, { "score": 6.149700164794922, "text": "The", "probability": 0.00011141141431532733 }, { "score": 6.117872714996338, "text": "Qualigen shall assign to Sekisui Qualigen's agreements with Qualigen's current distributors (such that such current Qualigen distributors shall become Sekisui subdistributors), each of which is set forth on Schedule 2.1 hereto; if any of such agreements do not allow such assignment and the current distributor declines to consent to such an assignment to Sekisui, Qualigen shall (if Sekisui so requests) act pursuant to such agreement to terminate such agreement", "probability": 0.00010792130832012576 }, { "score": 6.003318786621094, "text": "The", "probability": 9.624032094550102e-05 }, { "score": 5.826496124267578, "text": "The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld;", "probability": 8.064249502644676e-05 }, { "score": 5.715813636779785, "text": "if any of such agreements do not allow such assignment and the current distributor declines to consent to such an assignment to Sekisui, Qualigen shall (if Sekisui so requests) act pursuant to such agreement to terminate such agreement", "probability": 7.219301215548204e-05 }, { "score": 5.633358955383301, "text": "Qualigen's agreements with Qualigen's current distributors (such that such current Qualigen distributors shall become Sekisui subdistributors), each of which is set forth on Schedule 2.1 hereto; if any of such agreements do not allow such assignment and the current distributor declines to consent to such an assignment to Sekisui, Qualigen shall (if Sekisui so requests) act pursuant to such agreement to terminate such agreement.", "probability": 6.647916400071296e-05 }, { "score": 5.58141565322876, "text": "Assignment. The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld; provided, that Sekisui and Qualigen each may assign this Agreement without the consent of the other to a successor in connection with the merger, consolidation or sale of such Party or of all or substantially all of its assets or the portion of its business to which this Agreement relates.", "probability": 6.311416776534676e-05 }, { "score": 5.564598083496094, "text": ".", "probability": 6.206161633408047e-05 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.153980255126953, "probability": 0.6113041124928138 }, { "score": 10.52564525604248, "text": "The price that Sekisui shall pay for the Reagent Kits Products shall be based upon a formula intended to ensure that Sekisui will receive 90% of the total Available Margin for all Products during the first 12 months of this Agreement, 70% of the total Available Margin for all Products during months 13-24 of this Agreement, and 65% of the total Available Margin for all Products thereafter.", "probability": 0.11997214194611028 }, { "score": 9.426626205444336, "text": "Criteria for Payment May be split \u00bd May 1 and \u00bd June 1 if underlined milestones not completed by May 1.", "probability": 0.03997445058992258 }, { "score": 8.993694305419922, "text": "The price that Sekisui shall pay for the Reagent Kits Products shall be based upon a formula intended to ensure that Sekisui will receive 90% of the total Available Margin for all Products during the first 12 months of this Agreement, 70% of the total Available Margin for all Products during months 13-24 of this Agreement, and 65% of the total Available Margin for all Products thereafter", "probability": 0.025927614944058916 }, { "score": 8.784089088439941, "text": "The margin share and true-up process will reflect this cost. Actual 'Reagent Rental' Instrument Depreciation Costs - Reflects depreciation expenses for all Product-related instruments placed in service before and after execution of the DISTRIBUTION AND DEVELOPMENT AGREEMENT. Assets placed in service before April 2015 reflect a 5 year useful life. Assets placed in service beginning April 2015 reflect a 3 year useful life. Sekisui Diagnostics has a $5,000 Asset Capitalization Threshold (ACT) and all capitalized instruments will utilize a 3 year life for all Reagent Rental units it owns. (all instruments purchased at costs < $5,000 will be expensed, with the expense included as part of COGS in the Margin Sharing True-Up process.) All depreciation expenses reflect straight-line depreciation. Available Margin Available Margin is defined and calculated as: Net Revenue less Cost of Goods Sold (COGS)", "probability": 0.021024814810940463 }, { "score": 8.780425071716309, "text": "The margin share and true-up process will reflect this cost.", "probability": 0.020947920494917442 }, { "score": 8.678759574890137, "text": "Any such revenue shall belong exclusively to Qualigen.", "probability": 0.018922919971161845 }, { "score": 8.502286911010742, "text": "The margin share and true-up process will reflect this cost. Any duty expenses incurred by Sekisui Diagnostics to enable sales of Products will be included as a cost element included in Actual Cost of Goods. The margin share and true-up process will reflect this cost.", "probability": 0.01586160200661822 }, { "score": 8.460979461669922, "text": "Initial Transfer Prices for all Products in aggregate are based on Qualigen's actual April 2015 - December 2015 COGS plus an amount estimated to represent Qualigen's 10% share of the actual April 2015 - December 2015", "probability": 0.015219747632815677 }, { "score": 8.433698654174805, "text": "The margin share and true-up process will reflect this cost. Any duty expenses incurred by Sekisui Diagnostics to enable sales of Products will be included as a cost element included in Actual Cost of Goods. The margin share and true-up process will reflect this cost. Actual 'Reagent Rental' Instrument Depreciation Costs - Reflects depreciation expenses for all Product-related instruments placed in service before and after execution of the DISTRIBUTION AND DEVELOPMENT AGREEMENT. Assets placed in service before April 2015 reflect a 5 year useful life. Assets placed in service beginning April 2015 reflect a 3 year useful life. Sekisui Diagnostics has a $5,000 Asset Capitalization Threshold (ACT) and all capitalized instruments will utilize a 3 year life for all Reagent Rental units it owns. (all instruments purchased at costs < $5,000 will be expensed, with the expense included as part of COGS in the Margin Sharing True-Up process.) All depreciation expenses reflect straight-line depreciation. Available Margin Available Margin is defined and calculated as: Net Revenue less Cost of Goods Sold (COGS)", "probability": 0.014810153065613854 }, { "score": 8.295015335083008, "text": "The margin share and true-up process will reflect this cost.", "probability": 0.01289229239992498 }, { "score": 8.26534366607666, "text": "The margin share and true-up process will reflect this cost.", "probability": 0.012515376088062784 }, { "score": 8.16510009765625, "text": "Available Margin Available Margin is defined and calculated as: Net Revenue less Cost of Goods Sold (COGS)", "probability": 0.011321622659665867 }, { "score": 8.093437194824219, "text": "The margin share and true-up process will reflect this cost. Actual 'Reagent Rental' Instrument Depreciation Costs - Reflects depreciation expenses for all Product-related instruments placed in service before and after execution of the DISTRIBUTION AND DEVELOPMENT AGREEMENT. Assets placed in service before April 2015 reflect a 5 year useful life. Assets placed in service beginning April 2015 reflect a 3 year useful life. Sekisui Diagnostics has a $5,000 Asset Capitalization Threshold (ACT) and all capitalized instruments will utilize a 3 year life for all Reagent Rental units it owns. (all instruments purchased at costs < $5,000 will be expensed, with the expense included as part of COGS in the Margin Sharing True-Up process.) All depreciation expenses reflect straight-line depreciation. Available Margin Available Margin is defined and calculated as: Net Revenue less Cost of Goods Sold (COGS", "probability": 0.010538671633185955 }, { "score": 7.920699119567871, "text": "Initial Transfer Prices for all Products in aggregate are based on Qualigen's actual April 2015 - December 2015 COGS plus an amount estimated to represent Qualigen's 10% share of the actual April 2015 - December 2015 Available Margin as defined in Exhibit A and summarized in Table C.", "probability": 0.008866795250116839 }, { "score": 7.914952278137207, "text": "The margin share and true-up process will reflect this cost. Any duty expenses incurred by Sekisui Diagnostics to enable sales of Products will be included as a cost element included in Actual Cost of Goods. The margin share and true-up process will reflect this cost.", "probability": 0.008815985321954482 }, { "score": 7.8385539054870605, "text": "Criteria for Payment May be split \u00bd May 1 and \u00bd June 1 if underlined milestones not completed by May 1.", "probability": 0.008167543698964701 }, { "score": 7.825979709625244, "text": "The margin share and true-up process will reflect this cost. Actual 'Reagent Rental' Instrument Depreciation Costs - Reflects depreciation expenses for all Product-related instruments placed in service before and after execution of the DISTRIBUTION AND DEVELOPMENT AGREEMENT. Assets placed in service before April 2015 reflect a 5 year useful life. Assets placed in service beginning April 2015 reflect a 3 year useful life. Sekisui Diagnostics has a $5,000 Asset Capitalization Threshold (ACT) and all capitalized instruments will utilize a 3 year life for all Reagent Rental units it owns. (all instruments purchased at costs < $5,000 will be expensed, with the expense included as part of COGS in the Margin Sharing True-Up process.) All depreciation expenses reflect straight-line depreciation. Available Margin Available Margin is defined and calculated as: Net Revenue less Cost of Goods Sold", "probability": 0.008065486393746364 }, { "score": 7.743531227111816, "text": "The margin share and true-up process will reflect this cost.", "probability": 0.00742717474275928 }, { "score": 7.743046283721924, "text": "The margin share and true-up process will reflect this cost. Any duty expenses incurred by Sekisui Diagnostics to enable sales of Products will be included as a cost element included in Actual Cost of Goods. The margin share and true-up process will reflect this cost. Actual 'Reagent Rental' Instrument Depreciation Costs - Reflects depreciation expenses for all Product-related instruments placed in service before and after execution of the DISTRIBUTION AND DEVELOPMENT AGREEMENT. Assets placed in service before April 2015 reflect a 5 year useful life. Assets placed in service beginning April 2015 reflect a 3 year useful life. Sekisui Diagnostics has a $5,000 Asset Capitalization Threshold (ACT) and all capitalized instruments will utilize a 3 year life for all Reagent Rental units it owns. (all instruments purchased at costs < $5,000 will be expensed, with the expense included as part of COGS in the Margin Sharing True-Up process.) All depreciation expenses reflect straight-line depreciation. Available Margin Available Margin is defined and calculated as: Net Revenue less Cost of Goods Sold (COGS", "probability": 0.007423573856645729 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Price Restrictions": [ { "score": 13.394484519958496, "text": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order).", "probability": 0.4919162008936322 }, { "score": 12.5933256149292, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\").", "probability": 0.22077619002782312 }, { "text": "", "score": 12.119613647460938, "probability": 0.13747437087559639 }, { "score": 10.502147674560547, "text": "Labor & Overhead within COGS x Qualigen's manufacturing variances will be charged to COGS in the period unless such variances exceed 3% of its total production costs, in which case the variances are to be allocated between inventory and COGS based on total inventory turns for the True-Up Period Instrument Depreciation x x Sekisui's cost is for Sekisui Instruments purchased after 5/1/2016 and provided to customers through the reagent rental program (when instrument cost is greater than Sekisui's capitalization threshold).", "probability": 0.027275027315424936 }, { "score": 10.4031982421875, "text": "Material cost within COGS x x Sekisui cost is for outbound freight and expensed Sekisui Instruments after 5/1/2016 (instruments sold to customers by Sekisui, and provided to customers through the reagent rental program when instrument cost is less than Sekisui's capitalization threshold) Labor & Overhead within COGS x Qualigen's manufacturing variances will be charged to COGS in the period unless such variances exceed 3% of its total production costs, in which case the variances are to be allocated between inventory and COGS based on total inventory turns for the True-Up Period Instrument Depreciation x x Sekisui's cost is for Sekisui Instruments purchased after 5/1/2016 and provided to customers through the reagent rental program (when instrument cost is greater than Sekisui's capitalization threshold).", "probability": 0.024705406364275612 }, { "score": 10.359049797058105, "text": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order", "probability": 0.023638427121440056 }, { "score": 9.7407865524292, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 0.012738264432418241 }, { "score": 9.734503746032715, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments", "probability": 0.012658483270397342 }, { "score": 9.543575286865234, "text": "Instrument Depreciation x x Sekisui's cost is for Sekisui Instruments purchased after 5/1/2016 and provided to customers through the reagent rental program (when instrument cost is greater than Sekisui's capitalization threshold).", "probability": 0.010458333717380142 }, { "score": 9.49211597442627, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage.", "probability": 0.009933767709847946 }, { "score": 8.87481689453125, "text": "The price that Sekisui shall pay for the Reagent Kits Products shall be based upon a formula intended to ensure that Sekisui will receive 90% of the total Available Margin for all Products during the first 12 months of this Agreement, 70% of the total Available Margin for all Products during months 13-24 of this Agreement, and 65% of the total Available Margin for all Products thereafter.", "probability": 0.005358267810511578 }, { "score": 8.559810638427734, "text": "Labor & Overhead within COGS x Qualigen's manufacturing variances will be charged to COGS in the period unless such variances exceed 3% of its total production costs, in which case the variances are to be allocated between inventory and COGS based on total inventory turns for the True-Up Period", "probability": 0.00391037976964822 }, { "score": 8.468731880187988, "text": "If Qualigen's manufacturing variances exceed 3% of its total production costs in any True-Up Period referenced in Exhibit D, such variances are to be allocated between inventory and COGS based on total inventory turns for the applicable True-Up Period)", "probability": 0.003569964810814273 }, { "score": 8.460861206054688, "text": "Material cost within COGS x x Sekisui cost is for outbound freight and expensed Sekisui Instruments after 5/1/2016 (instruments sold to customers by Sekisui, and provided to customers through the reagent rental program when instrument cost is less than Sekisui's capitalization threshold) Labor & Overhead within COGS x Qualigen's manufacturing variances will be charged to COGS in the period unless such variances exceed 3% of its total production costs, in which case the variances are to be allocated between inventory and COGS based on total inventory turns for the True-Up Period", "probability": 0.003541977066808177 }, { "score": 8.156927108764648, "text": "Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage.", "probability": 0.002613658508966205 }, { "score": 8.033554077148438, "text": "Material cost within COGS x x Sekisui cost is for outbound freight and expensed Sekisui Instruments after 5/1/2016 (instruments sold to customers by Sekisui, and provided to customers through the reagent rental program when instrument cost is less than Sekisui's capitalization threshold)", "probability": 0.0023103012696429736 }, { "score": 7.970705509185791, "text": "If Qualigen's manufacturing variances exceed 3% of its total production costs in any True-Up Period referenced in Exhibit D, such variances are to be allocated between inventory and COGS based on total inventory turns for the applicable True-Up Period)", "probability": 0.002169570817041319 }, { "score": 7.826537132263184, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000", "probability": 0.0018782885019581746 }, { "score": 7.774977684020996, "text": "The price that Sekisui shall pay for the Reagent Kits Products shall be based upon a formula intended to ensure that Sekisui will receive 90% of the total Available Margin for all Products during the first 12 months of this Agreement, 70% of the total Available Margin for all Products during months 13-24 of this Agreement, and 65% of the total Available Margin for all Products thereafter", "probability": 0.001783899222016622 }, { "score": 7.45021390914917, "text": "The price that Sekisui shall pay for the Reagent Kits Products shall be based upon a formula intended to ensure that Sekisui will receive 90% of the total Available Margin for all Products during the first 12 months of this Agreement, 70% of the total Available Margin for all Products during months 13-24 of this Agreement, and 65% of the total Available Margin for all Products thereafter. Accordingly, the prices (established separately for the Reagent Kits and for the products other than Reagent Kits) to be paid by Sekisui for the Products shall be fixed (subject to a later lookback true up) for each respective prospective six month period in the manner set forth in Exhibit D.", "probability": 0.0012892204943564356 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Minimum Commitment": [ { "score": 14.555383682250977, "text": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order).", "probability": 0.49923578470332614 }, { "score": 14.279104232788086, "text": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order).", "probability": 0.37872072084068736 }, { "text": "", "score": 12.174904823303223, "probability": 0.046182440017692575 }, { "score": 11.59312629699707, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\").", "probability": 0.025811525405823803 }, { "score": 11.180609703063965, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage.", "probability": 0.017086770675785887 }, { "score": 10.859012603759766, "text": "Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage.", "probability": 0.012387741811809792 }, { "score": 10.522238731384277, "text": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order", "probability": 0.008845718421037076 }, { "score": 10.090023040771484, "text": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order", "probability": 0.00574148482451012 }, { "score": 8.6324462890625, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments", "probability": 0.0013366160784643532 }, { "score": 8.123312950134277, "text": "Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law.", "probability": 0.0008033279571523206 }, { "score": 8.070845603942871, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 0.0007622660938536484 }, { "score": 7.87577486038208, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage", "probability": 0.0006271745905505583 }, { "score": 7.806111812591553, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.0005849707862261564 }, { "score": 7.554177761077881, "text": "Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage", "probability": 0.000454695451006309 }, { "score": 7.4845147132873535, "text": "Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.00042409810517853817 }, { "score": 7.0618791580200195, "text": "Qualigen shall supply Sekisui with all of Sekisui's commercial requirements for the Product in the Applicable Markets. All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order).", "probability": 0.0002779188746612972 }, { "score": 6.80367374420166, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000", "probability": 0.00021467469579748027 }, { "score": 6.672513484954834, "text": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order). Qualigen shall use reasonable efforts to assure that the Products, as manufactured by Qualigen, conform to the applicable product specifications and requirements of the Regulatory Authorities in, and are manufactured in accordance with all Regulatory Approvals, laws and regulations applicable to the Products in the Applicable Markets. Qualigen shall maintain the necessary records to comply with all Regulatory Approvals and other applicable rules and regulations in the Applicable Markets.", "probability": 0.00018828628182981629 }, { "score": 6.510444641113281, "text": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and", "probability": 0.00016011538897984156 }, { "score": 6.469350814819336, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee", "probability": 0.0001536689956269968 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Volume Restriction": [ { "score": 13.274195671081543, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\").", "probability": 0.36236433488662034 }, { "score": 13.088829040527344, "text": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order).", "probability": 0.30105215588485973 }, { "text": "", "score": 12.159248352050781, "probability": 0.11883106190823486 }, { "score": 10.849852561950684, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage.", "probability": 0.032082382462456364 }, { "score": 10.784286499023438, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments", "probability": 0.030046343817121606 }, { "score": 10.781856536865234, "text": "If Qualigen's manufacturing variances exceed 3% of its total production costs in any True-Up Period referenced in Exhibit D, such variances are to be allocated between inventory and COGS based on total inventory turns for the applicable True-Up Period)", "probability": 0.029973420974410154 }, { "score": 10.697689056396484, "text": "Labor & Overhead within COGS x Qualigen's manufacturing variances will be charged to COGS in the period unless such variances exceed 3% of its total production costs, in which case the variances are to be allocated between inventory and COGS based on total inventory turns for the True-Up Period Instrument Depreciation x x Sekisui's cost is for Sekisui Instruments purchased after 5/1/2016 and provided to customers through the reagent rental program (when instrument cost is greater than Sekisui's capitalization threshold).", "probability": 0.027553884971938118 }, { "score": 10.211212158203125, "text": "No later than July 1, 2018 (and sooner upon Sekisui's written request at any time before July 1, 2018), the parties shall engage in good faith negotiations for a period of up to 6 months (the \"Negotiation Period\") with respect to a potential acquisition by Sekisui of Qualigen.", "probability": 0.016939812874260135 }, { "score": 10.176844596862793, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\"). All such Financing Payments shall be used in accordance with the Development Plan and shall be non-refundable once paid, other than as set off in connection with a Sale Transaction as further described below. Time is of the essence for the payment by Sekisui of the resulting Financing Payments upon confirmation of achievement by Qualigen of the respective Development Plan milestones as set forth in Section 6.2 and the Development Plan. 4.6. Personnel Matters. Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment. Such offers of employment are subject to Sekisui's employment policies, including the successful completion of customary background checks, and are not a guarantee of ongoing employment.", "probability": 0.016367523243597467 }, { "score": 10.009716033935547, "text": "Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage.", "probability": 0.013848411300538937 }, { "score": 9.998981475830078, "text": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order", "probability": 0.013700549758767545 }, { "score": 9.622288703918457, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage.", "probability": 0.009400314897928957 }, { "score": 9.224576950073242, "text": "If Qualigen's manufacturing variances exceed 3% of its total production costs in any True-Up Period referenced in Exhibit D, such variances are to be allocated between inventory and COGS based on total inventory turns for the applicable True-Up Period", "probability": 0.00631565476586002 }, { "score": 9.190929412841797, "text": "A sales person \"primarily responsible for selling the Products\" is one that spends more than half of his or her time and receives more than half of his or her commission based compensation based on sales of the Products.", "probability": 0.006106683929260634 }, { "score": 8.933459281921387, "text": "Labor & Overhead within COGS x Qualigen's manufacturing variances will be charged to COGS in the period unless such variances exceed 3% of its total production costs, in which case the variances are to be allocated between inventory and COGS based on total inventory turns for the True-Up Period", "probability": 0.0047204954697714855 }, { "score": 8.227392196655273, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\"). All such Financing Payments shall be used in accordance with the Development Plan and shall be non-refundable once paid, other than as set off in connection with a Sale Transaction as further described below. Time is of the essence for the payment by Sekisui of the resulting Financing Payments upon confirmation of achievement by Qualigen of the respective Development Plan milestones as set forth in Section 6.2 and the Development Plan.", "probability": 0.002329949704356058 }, { "score": 8.212209701538086, "text": "Qualigen's manufacturing variances will be charged to COGS in the period unless such variances exceed 3% of its total production costs, in which case the variances are to be allocated between inventory and COGS based on total inventory turns for the True-Up Period Instrument Depreciation x x Sekisui's cost is for Sekisui Instruments purchased after 5/1/2016 and provided to customers through the reagent rental program (when instrument cost is greater than Sekisui's capitalization threshold).", "probability": 0.0022948424366797918 }, { "score": 8.180049896240234, "text": "Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law.", "probability": 0.0022222148546756247 }, { "score": 8.044964790344238, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.0019414192444642397 }, { "score": 8.027885437011719, "text": "Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order).", "probability": 0.0019085426141978441 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.287307739257812, "probability": 0.6332357913853625 }, { "score": 9.965716361999512, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments), (iii) Qualigen shall reimburse Sekisui for a prorated portion of all prepaid distribution fees paid by Sekisui during the final year of this Agreement to subdistributors, (iv) Sekisui shall assign to Qualigen each subdistributor agreement which Qualigen requests be assigned to Qualigen, and (v) each Party shall remain liable for its obligations accrued before the effective date of such expiration or termination (and for avoidance of doubt: upon expiration or termination Sekisui shall remain liable to pay Qualigen all Financing Payments then due under the Development Plan based upon the milestones that Qualigen has completed by the date of such expiration or termination).", "probability": 0.062131398542727014 }, { "score": 9.712324142456055, "text": "The following Distribution Agreements also shall be assigned upon Sekisui's request.", "probability": 0.048224117270166636 }, { "score": 9.619281768798828, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 0.04393964029139037 }, { "score": 9.395686149597168, "text": "In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.", "probability": 0.03513582486417804 }, { "score": 9.175970077514648, "text": "In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP.", "probability": 0.028205167032985128 }, { "score": 9.053726196289062, "text": "In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.", "probability": 0.024959669645430907 }, { "score": 8.876164436340332, "text": "Each Party shall own and retain all right, title and interest in and to all of its Intellectual Property Rights created before or independently from the Development Plan and this Agreement (\"Qualigen Background IP\" and \"Sekisui Background IP,\" respectively). 8.2. Development Plan Intellectual Property Rights. Except as set forth in this Section, Qualigen shall own all right, title and interest in and to all Intellectual Property Rights (if any) resulting from Qualigen's activities under the Development Plan (\"Development IP\"), but excluding all Sekisui Background IP. In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP.", "probability": 0.020898963158636923 }, { "score": 8.860292434692383, "text": "Each Party shall own and retain all right, title and interest in and to all of its Intellectual Property Rights created before or independently from the Development Plan and this Agreement (\"Qualigen Background IP\" and \"Sekisui Background IP,\" respectively).", "probability": 0.020569873346636878 }, { "score": 8.685022354125977, "text": "Each Party shall own and retain all right, title and interest in and to all of its Intellectual Property Rights created before or independently from the Development Plan and this Agreement (\"Qualigen Background IP\" and \"Sekisui Background IP,\" respectively).", "probability": 0.017262861604064338 }, { "score": 8.440130233764648, "text": "Qualigen shall assign to Sekisui Qualigen's agreements with Qualigen's current distributors (such that such current Qualigen distributors shall become Sekisui subdistributors), each of which is set forth on Schedule 2.1 hereto; if any of such agreements do not allow such assignment and the current distributor declines to consent to such an assignment to Sekisui, Qualigen shall (if Sekisui so requests) act pursuant to such agreement to terminate such agreement.", "probability": 0.013513177838654529 }, { "score": 8.1530179977417, "text": "Each Party shall own and retain all right, title and interest in and to all of its Intellectual Property Rights created before or independently from the Development Plan and this Agreement (\"Qualigen Background IP\" and \"Sekisui Background IP,\" respectively). 8.2. Development Plan Intellectual Property Rights. Except as set forth in this Section, Qualigen shall own all right, title and interest in and to all Intellectual Property Rights (if any) resulting from Qualigen's activities under the Development Plan (\"Development IP\"), but excluding all Sekisui Background IP.", "probability": 0.01014066025052181 }, { "score": 7.7860565185546875, "text": "Except as set forth in this Section, Qualigen shall own all right, title and interest in and to all Intellectual Property Rights (if any) resulting from Qualigen's activities under the Development Plan (\"Development IP\"), but excluding all Sekisui Background IP. In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP.", "probability": 0.00702581786368323 }, { "score": 7.749989032745361, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments), (iii) Qualigen shall reimburse Sekisui for a prorated portion of all prepaid distribution fees paid by Sekisui during the final year of this Agreement to subdistributors, (iv) Sekisui shall assign to Qualigen each subdistributor agreement which Qualigen requests be assigned to Qualigen,", "probability": 0.0067769296439680405 }, { "score": 7.522444725036621, "text": "Upon the expiration or termination of the Term,", "probability": 0.005397737243663487 }, { "score": 7.4771928787231445, "text": "Except as set forth in this Section, Qualigen shall own all right, title and interest in and to all Intellectual Property Rights (if any) resulting from Qualigen's activities under the Development Plan (\"Development IP\"), but excluding all Sekisui Background IP.", "probability": 0.0051589237929801175 }, { "score": 7.358805179595947, "text": "All instruments placed with customers under a rental program during the Term shall be owned by Sekisui (\"Sekisui Instruments\"), while Qualigen shall retain ownership of instruments placed with customers under a rental program before the execution of this Agreement (\"Qualigen Instruments\") and any instruments (including FastPack\u00ae 2.0) placed by Qualigen to the Qualigen Retained Customers.", "probability": 0.0045829380649966295 }, { "score": 7.351503372192383, "text": "Each Party shall own and retain all right, title and interest in and to all of its Intellectual Property Rights created before or independently from the Development Plan and this Agreement (\"Qualigen Background IP\" and \"Sekisui Background IP,\" respectively). 8.2. Development Plan Intellectual Property Rights. Except as set forth in this Section, Qualigen shall own all right, title and interest in and to all Intellectual Property Rights (if any) resulting from Qualigen's activities under the Development Plan (\"Development IP\"), but excluding all Sekisui Background IP.", "probability": 0.004549596209944412 }, { "score": 7.267199993133545, "text": "All instruments placed with customers under a rental program during the Term shall be owned by Sekisui (\"Sekisui Instruments\"), while Qualigen shall retain ownership of instruments placed with customers under a rental program before the execution of this Agreement (\"Qualigen Instruments\") and any instruments (including FastPack\u00ae 2.0) placed by Qualigen to the Qualigen Retained Customers.", "probability": 0.004181772103487562 }, { "score": 7.249678611755371, "text": "Qualigen shall assign to Sekisui Qualigen's agreements with Qualigen's current distributors (such that such current Qualigen distributors shall become Sekisui subdistributors), each of which is set forth on Schedule 2.1 hereto;", "probability": 0.00410913984652158 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Joint Ip Ownership": [ { "score": 12.77452278137207, "text": "In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP.", "probability": 0.4279368462313809 }, { "score": 12.381796836853027, "text": "In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.", "probability": 0.28894885052376723 }, { "text": "", "score": 12.224031448364258, "probability": 0.24677680290734624 }, { "score": 9.108344078063965, "text": "In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP. 8.3. Prosecution and Enforcement of Development IP. Except as set forth below, Qualigen shall have the sole right to prepare, file applications on and registrations for, prosecute, obtain, maintain, defend and enforce all Intellectual Property Rights in the Development IP in such manner as Qualigen deems appropriate in its sole discretion, including incurring and paying all expenses required for such purposes. Notwithstanding the foregoing, Qualigen shall use commercially reasonable efforts to preserve, obtain and maintain in the Applicable Markets all material Development IP and Qualigen Background IP related to or used in connection with the development and manufacturing of the Products as well as any improvements or alternative embodiments thereof, and shall consult Sekisui before determining not to pursue in any Applicable Market any particular Intellectual Property Rights related to any product development efforts covered by the Development Plan.", "probability": 0.010944060903222495 }, { "score": 8.802824020385742, "text": "In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP", "probability": 0.008062928823948136 }, { "score": 8.43942642211914, "text": "In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui", "probability": 0.005606234431927053 }, { "score": 8.129563331604004, "text": "Notwithstanding the foregoing, Qualigen shall use commercially reasonable efforts to preserve, obtain and maintain in the Applicable Markets all material Development IP and Qualigen Background IP related to or used in connection with the development and manufacturing of the Products as well as any improvements or alternative embodiments thereof, and shall consult Sekisui before determining not to pursue in any Applicable Market any particular Intellectual Property Rights related to any product development efforts covered by the Development Plan. In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.", "probability": 0.004112438573282863 }, { "score": 7.709767818450928, "text": "Except as set forth in this Section, Qualigen shall own all right, title and interest in and to all Intellectual Property Rights (if any) resulting from Qualigen's activities under the Development Plan (\"Development IP\"), but excluding all Sekisui Background IP. In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP.", "probability": 0.002702617279445246 }, { "score": 7.241175651550293, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 0.0016915216345922467 }, { "score": 6.355741500854492, "text": "In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP. 8.3. Prosecution and Enforcement of Development IP. Except as set forth below, Qualigen shall have the sole right to prepare, file applications on and registrations for, prosecute, obtain, maintain, defend and enforce all Intellectual Property Rights in the Development IP in such manner as Qualigen deems appropriate in its sole discretion, including incurring and paying all expenses required for such purposes.", "probability": 0.0006978119316949857 }, { "score": 6.281984329223633, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments), (iii) Qualigen shall reimburse Sekisui for a prorated portion of all prepaid distribution fees paid by Sekisui during the final year of this Agreement to subdistributors, (iv) Sekisui shall assign to Qualigen each subdistributor agreement which Qualigen requests be assigned to Qualigen, and (v) each Party shall remain liable for its obligations accrued before the effective date of such expiration or termination (and for avoidance of doubt: upon expiration or termination Sekisui shall remain liable to pay Qualigen all Financing Payments then due under the Development Plan based upon the milestones that Qualigen has completed by the date of such expiration or termination).", "probability": 0.0006481955697538515 }, { "score": 5.666759490966797, "text": "In", "probability": 0.00035036224947335983 }, { "score": 5.566635608673096, "text": "in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.", "probability": 0.00031698160235035474 }, { "score": 5.44966983795166, "text": "In", "probability": 0.00028199179216649987 }, { "score": 5.169887542724609, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6,", "probability": 0.00021317121508308403 }, { "score": 4.958378314971924, "text": "Upon the expiration or termination of the Term,", "probability": 0.00017253264099704468 }, { "score": 4.8504958152771, "text": "(ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 0.0001548882581924014 }, { "score": 4.81923246383667, "text": "the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.", "probability": 0.00015012084312735364 }, { "score": 4.561722755432129, "text": "event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.", "probability": 0.00011603952689999464 }, { "score": 4.55795431137085, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments), (iii) Qualigen shall reimburse Sekisui for a prorated portion of all prepaid distribution fees paid by Sekisui during the final year of this Agreement to subdistributors, (iv) Sekisui shall assign to Qualigen each subdistributor agreement which Qualigen requests be assigned to Qualigen,", "probability": 0.00011560306134850912 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__License Grant": [ { "text": "", "score": 11.870006561279297, "probability": 0.9989393246692482 }, { "score": 4.614658355712891, "text": "During the Term, Sekisui is hereby permitted to use the Qualigen name and any Qualigen content (including the content of any existing sales collateral and marketing materials) in any sales collateral, marketing materials or other communications used in connection with the marketing and sales of the Product with the prior written consent of Qualigen, which consent shall not be reasonably withheld or delayed.", "probability": 0.0007056371222117215 }, { "score": 3.2743427753448486, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 0.00018470972407924177 }, { "score": 1.8782014846801758, "text": "To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory.", "probability": 4.572495650838112e-05 }, { "score": 1.5530271530151367, "text": "Sekisui shall use its commercially reasonable efforts to obtain before distribution of each Product, all licenses, registrations and permits required to enable Sekisui to act as a distributor of such Product in the Territory.", "probability": 3.3031772835469634e-05 }, { "score": 1.4047317504882812, "text": "Sekisui shall use its commercially reasonable efforts to obtain before distribution of each Product, all licenses, registrations and permits required to enable Sekisui to act as a distributor of such Product in the Territory.", "probability": 2.8479214600342375e-05 }, { "score": 0.868016242980957, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates", "probability": 1.6650812289973204e-05 }, { "score": 0.5676958560943604, "text": "No right or license is granted to Sekisui by implication, estoppel, or otherwise to any know-how, patent or other intellectual property right owned or controlled by Qualigen.", "probability": 1.2331273722211209e-05 }, { "score": 0.5295443534851074, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates. 10. Representations and Warranties 10.1. By Qualigen. Qualigen hereby represents, warrants and covenants that:", "probability": 1.186967836657131e-05 }, { "score": -0.36720848083496094, "text": "During", "probability": 4.841546902431061e-06 }, { "score": -0.6426424980163574, "text": "During the Term, Sekisui is hereby permitted to use the Qualigen name and any Qualigen content (including the content of any existing sales collateral and marketing materials) in any sales collateral, marketing materials or other communications used in connection with the marketing and sales of the Product with the prior written consent of Qualigen, which consent shall not be reasonably withheld or delayed. Other than as provided in the foregoing sentence or to the extent such use is based on a public disclosure previously made by the other Party, during the Term neither Qualigen nor Sekisui shall use the name of the other in any verbal or written communications with any Third Party, except as allowed or contemplated herein, without the prior written consent of the other Party.", "probability": 3.67590830674327e-06 }, { "score": -0.7730169296264648, "text": "To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory", "probability": 3.2265899251627446e-06 }, { "score": -1.2714018821716309, "text": "During the Term, Sekisui is hereby permitted to use the Qualigen name and any Qualigen content (including the content of any existing sales collateral and marketing materials) in any sales collateral, marketing materials or other communications used in connection with the marketing and sales of the Product with the prior written consent of Qualigen, which consent shall not be reasonably withheld or delayed", "probability": 1.9601889590389425e-06 }, { "score": -1.5072957277297974, "text": "Sekisui shall use its commercially reasonable efforts to obtain before distribution of each Product, all licenses, registrations and permits required to enable Sekisui to act as a distributor of such Product in the Territory", "probability": 1.548283705574666e-06 }, { "score": -1.5974233150482178, "text": "(d) Sekisui shall use its commercially reasonable efforts to obtain before distribution of each Product, all licenses, registrations and permits required to enable Sekisui to act as a distributor of such Product in the Territory.", "probability": 1.414844234473847e-06 }, { "score": -1.604923963546753, "text": "In", "probability": 1.4042716852459743e-06 }, { "score": -1.6648457050323486, "text": "Sekisui is hereby permitted to use the Qualigen name and any Qualigen content (including the content of any existing sales collateral and marketing materials) in any sales collateral, marketing materials or other communications used in connection with the marketing and sales of the Product with the prior written consent of Qualigen, which consent shall not be reasonably withheld or delayed.", "probability": 1.3225967690895999e-06 }, { "score": -1.9442425966262817, "text": "Qualigen hereby appoints Sekisui, and Sekisui accepts the appointment to act on an exclusive basis pursuant to the terms and conditions of this Agreement, as a distributor for the sale of the Products in the Territory.", "probability": 1.0002001818474962e-06 }, { "score": -2.0022621154785156, "text": "Sekisui shall use its commercially reasonable efforts to obtain before distribution of each Product, all licenses, registrations and permits required to enable Sekisui to act as a distributor of such Product in the Territory. (e) Sekisui shall not make, or advise its customers to make, any alterations or modifications to, or any additions to or subtractions from, any Product. (f) Sekisui shall make no attempt to reverse-engineer any Product nor encourage or assist anyone else to do so.", "probability": 9.438204265554327e-07 }, { "score": -2.047001600265503, "text": "In addition to the retention of the Qualigen Instruments, Qualigen shall be permitted to continue selling the existing Qualigen products directly to the Qualigen Retained Customers.", "probability": 9.025250419694891e-07 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Transferable License": [ { "text": "", "score": 12.090770721435547, "probability": 0.9921204833088136 }, { "score": 5.889108657836914, "text": "In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 0.00201009601836243 }, { "score": 5.502676010131836, "text": ".", "probability": 0.0013658129833696978 }, { "score": 5.1300530433654785, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.", "probability": 0.0009409426159797641 }, { "score": 4.686629772186279, "text": "To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory.", "probability": 0.0006039303547559792 }, { "score": 4.586329936981201, "text": "(ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 0.0005462949598508941 }, { "score": 4.542789459228516, "text": "The following Distribution Agreements also shall be assigned upon Sekisui's request.", "probability": 0.0005230194076183565 }, { "score": 4.371748924255371, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 0.00044079417214303187 }, { "score": 3.9242377281188965, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party. 9.3. Right of First Refusal. During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\"). Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal.", "probability": 0.00028176315453945077 }, { "score": 3.2911312580108643, "text": "In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below). 9.2. Negotiation Period. No later than July 1, 2018 (and sooner upon Sekisui's written request at any time before July 1, 2018), the parties shall engage in good faith negotiations for a period of up to 6 months (the \"Negotiation Period\") with respect to a potential acquisition by Sekisui of Qualigen.", "probability": 0.0001495992976109932 }, { "score": 3.223465919494629, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 0.00013981149232588212 }, { "score": 3.1821610927581787, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui. If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3.", "probability": 0.0001341542430023843 }, { "score": 3.1139140129089355, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party. 9.3. Right of First Refusal. During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\").", "probability": 0.00012530404267070355 }, { "score": 2.9112801551818848, "text": "In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below). 9.2. Negotiation Period. No later than July 1, 2018 (and sooner upon Sekisui's written request at any time before July 1, 2018), the parties shall engage in good faith negotiations for a period of up to 6 months (the \"Negotiation Period\") with respect to a potential acquisition by Sekisui of Qualigen. During the Negotiation Period, Qualigen shall provide to Sekisui all due diligence information reasonably requested by Sekisui so that it may make an informed offer to acquire Qualigen. Any Financing Payments made by Sekisui will be credited against any such Sale Transaction agreed to between Sekisui and Qualigen.", "probability": 0.00010232042056840833 }, { "score": 2.853848457336426, "text": "In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below). 9.2. Negotiation Period. No later than July 1, 2018 (and sooner upon Sekisui's written request at any time before July 1, 2018), the parties shall engage in good faith negotiations for a period of up to 6 months (the \"Negotiation Period\") with respect to a potential acquisition by Sekisui of Qualigen. During the Negotiation Period, Qualigen shall provide to Sekisui all due diligence information reasonably requested by Sekisui so that it may make an informed offer to acquire Qualigen.", "probability": 9.660954730706418e-05 }, { "score": 2.840365409851074, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui.", "probability": 9.531569830788392e-05 }, { "score": 2.796802043914795, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000. In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui. If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3.", "probability": 9.125256998814173e-05 }, { "score": 2.7305171489715576, "text": "Upon the expiration or termination of the Term,", "probability": 8.540001371369044e-05 }, { "score": 2.615788221359253, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 7.61433184674449e-05 }, { "score": 2.545179843902588, "text": "If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3.", "probability": 7.095238060409806e-05 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.160273551940918, "probability": 0.9802846080379394 }, { "score": 6.582097053527832, "text": "To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory.", "probability": 0.0037049377146794876 }, { "score": 6.557451248168945, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates. 10. Representations and Warranties 10.1. By Qualigen. Qualigen hereby represents, warrants and covenants that: (a) Qualigen has the full right, power and corporate authority to enter into this Agreement, and to make the promises set forth in this Agreement, and to grant the rights herein, and that there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement and that this Agreement is enforceable against Qualigen. (b) The Products supplied to Sekisui under this Agreement shall conform to the applicable product specifications and shall not infringe upon the patents or proprietary rights of any Third Party. To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory.", "probability": 0.0036147425723077114 }, { "score": 6.223802089691162, "text": "To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory.", "probability": 0.0025892583506828336 }, { "score": 6.100174903869629, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 0.0022881515261661688 }, { "score": 6.074225425720215, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 0.0022295389598743632 }, { "score": 5.746086120605469, "text": "Affiliate shall mean, (i) with respect to Qualigen, any corporation or other form of business organization, which directly or indirectly owns, controls, is controlled by, or is under common control with Qualigen, and (ii), with respect to Sekisui, shall mean Sekisui Diagnostics (UK) Ltd., Sekisui Diagnostics PEI, Inc., SEKISUI MEDICAL CO., LTD., and Sekisui Diagnostics GmbH.", "probability": 0.0016058536984697284 }, { "score": 5.005382537841797, "text": "Affiliate shall mean, (i) with respect to Qualigen, any corporation or other form of business organization, which directly or indirectly owns, controls, is controlled by, or is under common control with Qualigen, and (ii), with respect to Sekisui, shall mean Sekisui Diagnostics (UK) Ltd., Sekisui Diagnostics PEI, Inc., SEKISUI MEDICAL CO., LTD., and Sekisui Diagnostics GmbH", "probability": 0.0007656362677991437 }, { "score": 4.94767427444458, "text": "No right or license is granted to Sekisui by implication, estoppel, or otherwise to any know-how, patent or other intellectual property right owned or controlled by Qualigen.", "probability": 0.0007227034321567431 }, { "score": 4.306123733520508, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates. 10. Representations and Warranties 10.1. By Qualigen. Qualigen hereby represents, warrants and covenants that: (a) Qualigen has the full right, power and corporate authority to enter into this Agreement, and to make the promises set forth in this Agreement, and to grant the rights herein, and that there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement and that this Agreement is enforceable against Qualigen. (b) The Products supplied to Sekisui under this Agreement shall conform to the applicable product specifications and shall not infringe upon the patents or proprietary rights of any Third Party. To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory", "probability": 0.00038048562845430613 }, { "score": 4.010573387145996, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates", "probability": 0.0002831277077686673 }, { "score": 3.9724745750427246, "text": "To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory", "probability": 0.00027254377623941436 }, { "score": 3.7136244773864746, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates. 10. Representations and Warranties 10.1. By Qualigen. Qualigen hereby represents, warrants and covenants that:", "probability": 0.00021038709644404733 }, { "score": 3.6812827587127686, "text": "Qualigen, Inc. and its Affiliates, a Delaware corporation with principal offices at 2042 Corte Del Nogal, Carlsbad, California 92011 (\"Qualigen\" and together with Sekisui, each a \"Party\" and together the \"Parties\").", "probability": 0.0002036916705490246 }, { "score": 3.520850419998169, "text": "Sekisui shall use its commercially reasonable efforts to obtain before distribution of each Product, all licenses, registrations and permits required to enable Sekisui to act as a distributor of such Product in the Territory.", "probability": 0.00017349956512620712 }, { "score": 3.4074623584747314, "text": "Neither Party shall use the trademark or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or public disclosure relating to this Agreement or its subject matter, except as may be required by law or except with the prior express written permission of such other Party, such permission not to be unreasonably withheld or delayed, or except in Sekisui's advertisement, promotion and sale of the Products in compliance with this Agreement in the ordinary course of business.", "probability": 0.00015490112828956277 }, { "score": 3.3191046714782715, "text": "Sekisui shall use its commercially reasonable efforts to obtain before distribution of each Product, all licenses, registrations and permits required to enable Sekisui to act as a distributor of such Product in the Territory.", "probability": 0.00014180166336468723 }, { "score": 3.263913631439209, "text": "Sekisui Diagnostics, LLC and its Affiliates, a Delaware limited liability company with principal offices at 4 Hartwell Place, Lexington, Massachusetts 02421 (\"Sekisui\"), and Qualigen, Inc. and its Affiliates, a Delaware corporation with principal offices at 2042 Corte Del Nogal, Carlsbad, California 92011 (\"Qualigen\" and together with Sekisui, each a \"Party\" and together the \"Parties\").", "probability": 0.00013418753068984154 }, { "score": 3.181875228881836, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates", "probability": 0.00012361846187502744 }, { "score": 3.121065139770508, "text": "To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory", "probability": 0.00011632521112404176 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.216272354125977, "probability": 0.9914766773903112 }, { "score": 6.104747772216797, "text": "Affiliate shall mean, (i) with respect to Qualigen, any corporation or other form of business organization, which directly or indirectly owns, controls, is controlled by, or is under common control with Qualigen, and (ii), with respect to Sekisui, shall mean Sekisui Diagnostics (UK) Ltd., Sekisui Diagnostics PEI, Inc., SEKISUI MEDICAL CO., LTD., and Sekisui Diagnostics GmbH.", "probability": 0.0021982703425801747 }, { "score": 5.797984600067139, "text": "Affiliate shall mean, (i) with respect to Qualigen, any corporation or other form of business organization, which directly or indirectly owns, controls, is controlled by, or is under common control with Qualigen, and (ii), with respect to Sekisui, shall mean Sekisui Diagnostics (UK) Ltd., Sekisui Diagnostics PEI, Inc., SEKISUI MEDICAL CO., LTD., and Sekisui Diagnostics GmbH", "probability": 0.0016175419320960105 }, { "score": 5.490816593170166, "text": "Qualigen, Inc. and its Affiliates, a Delaware corporation with principal offices at 2042 Corte Del Nogal, Carlsbad, California 92011 (\"Qualigen\" and together with Sekisui, each a \"Party\" and together the \"Parties\").", "probability": 0.0011897457920483898 }, { "score": 5.427821159362793, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 0.0011171091477168522 }, { "score": 4.98846960067749, "text": "Sekisui Diagnostics, LLC and its Affiliates, a Delaware limited liability company with principal offices at 4 Hartwell Place, Lexington, Massachusetts 02421 (\"Sekisui\"), and Qualigen, Inc. and its Affiliates, a Delaware corporation with principal offices at 2042 Corte Del Nogal, Carlsbad, California 92011 (\"Qualigen\" and together with Sekisui, each a \"Party\" and together the \"Parties\").", "probability": 0.0007199256556703769 }, { "score": 4.078308582305908, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 0.000289740858553155 }, { "score": 4.077475547790527, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates. 10. Representations and Warranties 10.1. By Qualigen. Qualigen hereby represents, warrants and covenants that: (a) Qualigen has the full right, power and corporate authority to enter into this Agreement, and to make the promises set forth in this Agreement, and to grant the rights herein, and that there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement and that this Agreement is enforceable against Qualigen. (b) The Products supplied to Sekisui under this Agreement shall conform to the applicable product specifications and shall not infringe upon the patents or proprietary rights of any Third Party. To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory.", "probability": 0.0002894995949218822 }, { "score": 3.8270177841186523, "text": "(\"Qualigen\" and together with Sekisui, each a \"Party\" and together the \"Parties\").", "probability": 0.0002253593262959659 }, { "score": 3.226900100708008, "text": "Affiliate shall mean, (i) with respect to Qualigen, any corporation or other form of business organization, which directly or indirectly owns, controls, is controlled by, or is under common control with Qualigen, and (ii), with respect to Sekisui, shall mean Sekisui Diagnostics (UK) Ltd., Sekisui Diagnostics PEI, Inc., SEKISUI MEDICAL CO., LTD.,", "probability": 0.00012366526636683475 }, { "score": 3.208742141723633, "text": "Qualigen", "probability": 0.00012144002162412921 }, { "score": 2.9318490028381348, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates. 10. Representations and Warranties 10.1. By Qualigen. Qualigen hereby represents, warrants and covenants that:", "probability": 9.206799248399813e-05 }, { "score": 2.725647211074829, "text": "Revenue Affiliate shall mean any entity of which Sekisui has the direct or indirect power to vote more than fifty percent (50%) of the outstanding voting securities (or other ownership interest for a business organization other than a corporation) of that entity, or the direct or indirect ability to direct or cause the direction of the general management and policies of that entity.", "probability": 7.491285922716205e-05 }, { "score": 2.706395149230957, "text": "Sekisui Diagnostics, LLC and its Affiliates, a Delaware limited liability company with principal offices at 4 Hartwell Place, Lexington, Massachusetts 02421 (\"Sekisui\"), and Qualigen", "probability": 7.348442648563708e-05 }, { "score": 2.675105571746826, "text": "Sekisui", "probability": 7.122072957323867e-05 }, { "score": 2.6609561443328857, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates", "probability": 7.022009294188954e-05 }, { "score": 2.6129586696624756, "text": "Qualigen, Inc.", "probability": 6.692931213299649e-05 }, { "score": 2.5877318382263184, "text": "Qualigen shall assign to Sekisui Qualigen's agreements with Qualigen's current distributors (such that such current Qualigen distributors shall become Sekisui subdistributors), each of which is set forth on Schedule 2.1 hereto;", "probability": 6.526201637257539e-05 }, { "score": 2.520479202270508, "text": "Affiliate shall mean, (i) with respect to Qualigen, any corporation or other form of business organization, which directly or indirectly owns, controls, is controlled by, or is under common control with Qualigen, and (ii), with respect to Sekisui, shall mean Sekisui Diagnostics (UK) Ltd.,", "probability": 6.101730742803501e-05 }, { "score": 2.4330637454986572, "text": "Sekisui shall use its commercially reasonable efforts to obtain before distribution of each Product, all licenses, registrations and permits required to enable Sekisui to act as a distributor of such Product in the Territory.", "probability": 5.590993516948971e-05 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.81688117980957, "probability": 0.9357288292756826 }, { "score": 9.080097198486328, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\").", "probability": 0.0606149608226457 }, { "score": 6.158794403076172, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments", "probability": 0.003264932032316904 }, { "score": 3.5082805156707764, "text": "In", "probability": 0.0002305528999640232 }, { "score": 1.833305835723877, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\"). All such Financing Payments shall be used in accordance with the Development Plan and shall be non-refundable once paid, other than as set off in connection with a Sale Transaction as further described below. Time is of the essence for the payment by Sekisui of the resulting Financing Payments upon confirmation of achievement by Qualigen of the respective Development Plan milestones as set forth in Section 6.2 and the Development Plan.", "probability": 4.3185537412804295e-05 }, { "score": 0.8146368265151978, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 1.5593226915284243e-05 }, { "score": 0.7743700742721558, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 1.4977811844671771e-05 }, { "score": 0.7738929986953735, "text": "During the Term, Qualigen shall manufacture all Products using Qualigen's facilities located in Carlsbad, California.", "probability": 1.4970668000659284e-05 }, { "score": 0.36661195755004883, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates. 10. Representations and Warranties 10.1. By Qualigen. Qualigen hereby represents, warrants and covenants that:", "probability": 9.962337959231435e-06 }, { "score": 0.21939826011657715, "text": "Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\").", "probability": 8.598588668512434e-06 }, { "score": 0.15425729751586914, "text": "Sekisui shall in good faith use commercially reasonable efforts, in conformance with good commercial practice and standards, government regulations and other applicable requirements, to promote, market and sell the Products, to execute the Business Plan and to achieve its objectives. Except as set forth in Section 3.2, such forecasts and budgets are intended for guidance purposes only and are not binding obligations. Sekisui shall be responsible for bad debt (customer nonpayment) and credit card merchant fees and expenses. 4.5. Financing Payments; Development Plan. In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\").", "probability": 8.05632195208897e-06 }, { "score": -0.10796117782592773, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above", "probability": 6.198074278340971e-06 }, { "score": -0.123748779296875, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above,", "probability": 6.100989932727122e-06 }, { "score": -0.16179180145263672, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan,", "probability": 5.873249275202691e-06 }, { "score": -0.24495840072631836, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\"). All such Financing Payments shall be used in accordance with the Development Plan and shall be non-refundable once paid, other than as set off in connection with a Sale Transaction as further described below.", "probability": 5.404551239024881e-06 }, { "score": -0.3175983428955078, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen", "probability": 5.025884601078956e-06 }, { "score": -0.3459324836730957, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "probability": 4.885479008457537e-06 }, { "score": -0.4886593818664551, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\"). All such Financing Payments shall be used in accordance with the Development Plan and shall be non-refundable once paid, other than as set off in connection with a Sale Transaction as further described below. Time is of the essence for the payment by Sekisui of the resulting Financing Payments upon confirmation of achievement by Qualigen of the respective Development Plan milestones as set forth in Section 6.2 and the Development Plan", "probability": 4.235665419019008e-06 }, { "score": -0.5627267360687256, "text": "Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\").", "probability": 3.933277647525059e-06 }, { "score": -0.6175880432128906, "text": "In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing", "probability": 3.7233052361876876e-06 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.09869384765625, "probability": 0.992693885855796 }, { "score": 6.9208221435546875, "text": "Assets placed in service before April 2015 reflect a 5 year useful life.", "probability": 0.0055987907692946984 }, { "score": 4.568423748016357, "text": "Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law.", "probability": 0.0005326728915283582 }, { "score": 4.547406196594238, "text": "In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms.", "probability": 0.0005215942424955544 }, { "score": 3.4860973358154297, "text": "Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law.", "probability": 0.00018047298727950982 }, { "score": 3.42537522315979, "text": "In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms. Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. Upon the expiration or termination of the Term,", "probability": 0.00016984037051684495 }, { "score": 3.0989251136779785, "text": "In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms. Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 0.00012253649322219583 }, { "score": 2.284357786178589, "text": "In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms. Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6,", "probability": 5.42629439423094e-05 }, { "score": 1.6781641244888306, "text": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination. 14.4. Effect of Termination. Sections 4.6, 5.5, 8.1, 8.2, 11.1-11.4, 13, 14.4 and 15 shall survive the later of the expiration or termination of the Term. In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms.", "probability": 2.959625698976727e-05 }, { "score": 1.3410546779632568, "text": "Assets placed in service before April 2015 reflect a 5 year useful life", "probability": 2.1126717120703634e-05 }, { "score": 0.7628193497657776, "text": "Upon the expiration or termination of the Term,", "probability": 1.1849706810708521e-05 }, { "score": 0.556132972240448, "text": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination. 14.4. Effect of Termination. Sections 4.6, 5.5, 8.1, 8.2, 11.1-11.4, 13, 14.4 and 15 shall survive the later of the expiration or termination of the Term. In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms. Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. Upon the expiration or termination of the Term,", "probability": 9.63706641041694e-06 }, { "score": 0.546177864074707, "text": "Assets", "probability": 9.541604327968697e-06 }, { "score": 0.5123329162597656, "text": "Assets placed in service before April 2015", "probability": 9.224072953733996e-06 }, { "score": 0.43636906147003174, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 8.549329315727808e-06 }, { "score": 0.22968268394470215, "text": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination. 14.4. Effect of Termination. Sections 4.6, 5.5, 8.1, 8.2, 11.1-11.4, 13, 14.4 and 15 shall survive the later of the expiration or termination of the Term. In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms. Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 6.952952988316761e-06 }, { "score": 0.1533517837524414, "text": "In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms", "probability": 6.441977508700427e-06 }, { "score": 0.039981842041015625, "text": "In", "probability": 5.751528340494095e-06 }, { "score": -0.37819814682006836, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6,", "probability": 3.785907532583491e-06 }, { "score": -0.4606354236602783, "text": "In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms. Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time.", "probability": 3.486325625172581e-06 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Source Code Escrow": [ { "text": "", "score": 12.302276611328125, "probability": 0.9999782106156881 }, { "score": 0.13129162788391113, "text": "Available Margin Available Margin is defined and calculated as: Net Revenue less Cost of Goods Sold (COGS)", "probability": 5.178439649343971e-06 }, { "score": -0.5550281405448914, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 2.6069579794565735e-06 }, { "score": -1.0710811614990234, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term. 9.5. Molecular Clinical Diagnostics. In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 1.5560195586682728e-06 }, { "score": -1.1078197956085205, "text": "The following Distribution Agreements also shall be assigned upon Sekisui's request.", "probability": 1.499890883915606e-06 }, { "score": -1.3403213024139404, "text": "Available Margin is defined and calculated as: Net Revenue less Cost of Goods Sold (COGS)", "probability": 1.1887363528991023e-06 }, { "score": -1.4684522151947021, "text": "For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term. 9.5. Molecular Clinical Diagnostics. In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 1.0457767825019677e-06 }, { "score": -1.59669029712677, "text": "Available Margin Available Margin is defined and calculated as: Net Revenue less Cost of Goods Sold (COGS", "probability": 9.199111956068531e-07 }, { "score": -1.689685583114624, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 8.382210536615307e-07 }, { "score": -1.6940968036651611, "text": "9.4. Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 8.345316191610529e-07 }, { "score": -1.7164169549942017, "text": "In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 8.161110864079359e-07 }, { "score": -1.7243131399154663, "text": "Net Revenue less Cost of Goods Sold (COGS)", "probability": 8.096922976755462e-07 }, { "score": -1.7372024059295654, "text": "Qualigen's responsibility shall be to deposit the ordered goods with the designated carrier within the shipping periods specified, and Qualigen shall not be liable for late delivery if so accomplished.", "probability": 7.99322928597087e-07 }, { "score": -1.9635993242263794, "text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.", "probability": 6.37381330691628e-07 }, { "score": -2.0351452827453613, "text": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination.", "probability": 5.933723751401332e-07 }, { "score": -2.070281982421875, "text": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination. 14.4. Effect of Termination. Sections 4.6, 5.5, 8.1, 8.2, 11.1-11.4, 13, 14.4 and 15 shall survive the later of the expiration or termination of the Term. In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms. Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. Upon the expiration or termination of the Term,", "probability": 5.728852607101702e-07 }, { "score": -2.0870566368103027, "text": "For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 5.633554614659217e-07 }, { "score": -2.2101497650146484, "text": "9.4. Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term. 9.5. Molecular Clinical Diagnostics. In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates.", "probability": 4.981083735810165e-07 }, { "score": -2.3837063312530518, "text": "Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal. At any time during such 30 day period, Sekisui may elect to match the terms of such proposal. Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date. For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 4.187445653320482e-07 }, { "score": -2.4001247882843018, "text": "Qualigen's responsibility shall be to deposit the ordered goods with the designated carrier within the shipping periods specified, and Qualigen shall not be liable for late delivery if so accomplished. 4.3. Delivery Terms. Qualigen shall deliver Products ordered by Sekisui, FCA (Incoterms 2010) Qualigen's facility in Carlsbad, California. Title to Products ordered by Sekisui shall pass to Sekisui upon delivery to the designated Sekisui storeroom at Qualigen's facility. While held at the Sekisui storeroom, any physical inventory loss will be the responsibility of Qualigen. Sekisui undertakes that all Sekisui inventory of Products shall be kept at such designated Sekisui storeroom at Qualigen's facility, until resale to Sekisui's customers.", "probability": 4.119255576515843e-07 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Post-Termination Services": [ { "text": "", "score": 12.381477355957031, "probability": 0.4407074518327485 }, { "score": 12.062399864196777, "text": "Upon the expiration or termination of the Term (other than in connection with a Sale Transaction in which Sekisui acquires Qualigen), Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products.", "probability": 0.3203146484266188 }, { "score": 10.60578441619873, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 0.07464087959953888 }, { "score": 9.651010513305664, "text": "Upon the expiration or termination of the Term (other than in connection with a Sale Transaction in which Sekisui acquires Qualigen), Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products", "probability": 0.028729211807431466 }, { "score": 9.468973159790039, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6,", "probability": 0.02394781491997642 }, { "score": 9.441527366638184, "text": "Upon the expiration or termination of the Term,", "probability": 0.02329948579557851 }, { "score": 9.097147941589355, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments), (iii) Qualigen shall reimburse Sekisui for a prorated portion of all prepaid distribution fees paid by Sekisui during the final year of this Agreement to subdistributors,", "probability": 0.016511413456637595 }, { "score": 8.921935081481934, "text": "Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 0.013857671889506727 }, { "score": 8.620591163635254, "text": "(ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 0.010252228416736384 }, { "score": 8.495251655578613, "text": "In the event there are unfulfilled orders for Products outstanding as of termination of this Agreement, Sekisui may, at its option, cancel such orders upon notice to Qualigen (in which case Qualigen agrees to fill such orders to Sekisui's end customers directly unless such customer chooses to cancel such order) or cause Qualigen to fulfill such orders and invoice Sekisui for amounts owed with respect thereto.", "probability": 0.009044488624284745 }, { "score": 8.029638290405273, "text": "Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law.", "probability": 0.005677677255670235 }, { "score": 7.800097942352295, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments", "probability": 0.004513179378788601 }, { "score": 7.785123825073242, "text": "Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6,", "probability": 0.004446101967342265 }, { "score": 7.757678031921387, "text": "Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. Upon the expiration or termination of the Term,", "probability": 0.004325734518157317 }, { "score": 7.717635154724121, "text": "In addition to the retention of the Qualigen Instruments, Qualigen shall be permitted to continue selling the existing Qualigen products directly to the Qualigen Retained Customers", "probability": 0.004155941842663693 }, { "score": 7.66270112991333, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments), (iii) Qualigen shall reimburse Sekisui for a prorated portion of all prepaid distribution fees paid by Sekisui during the final year of this Agreement to subdistributors", "probability": 0.003933796754263611 }, { "score": 7.5689377784729, "text": "In addition to the retention of the Qualigen Instruments, Qualigen shall be permitted to continue selling the existing Qualigen products directly to the Qualigen Retained Customers", "probability": 0.0035817148829480282 }, { "score": 7.413298606872559, "text": "Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments), (iii) Qualigen shall reimburse Sekisui for a prorated portion of all prepaid distribution fees paid by Sekisui during the final year of this Agreement to subdistributors,", "probability": 0.0030654749962979195 }, { "score": 7.296361923217773, "text": "Upon expiration or termination of this Agreement, each Party, upon the other's request, promptly shall return or destroy all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies, reflections, analyses and extracts of documents, except for one archival copy (and such electronic copies that exist as part of the Party's computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.", "probability": 0.0027271738359328996 }, { "score": 7.111954689025879, "text": "(ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments), (iii) Qualigen shall reimburse Sekisui for a prorated portion of all prepaid distribution fees paid by Sekisui during the final year of this Agreement to subdistributors,", "probability": 0.0022679097988774133 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Audit Rights": [ { "score": 14.363027572631836, "text": "Upon reasonable written notice (and no more often than once every 150 days), the auditing Party shall have the right, during normal business hours, to audit the books and records maintained by the audited Party pursuant to this Agreement to ensure the accuracy of all reports and payments made hereunder.", "probability": 0.21744141290273852 }, { "score": 14.203315734863281, "text": "Upon reasonable written notice (and no more often than once every 150 days), the auditing Party shall have the right, during normal business hours, to audit the books and records maintained by the audited Party pursuant to this Agreement to ensure the accuracy of all reports and payments made hereunder.", "probability": 0.18534475113163817 }, { "score": 13.888492584228516, "text": "Qualigen shall provide Sekisui with copies of any Product test records requested or Sekisui may audit Qualigen to review the Product test records.", "probability": 0.1352864604892345 }, { "score": 13.677908897399902, "text": "Qualigen shall provide Sekisui with copies of any Product test records requested or Sekisui may audit Qualigen to review the Product test records.", "probability": 0.10959708451798865 }, { "score": 12.594037055969238, "text": "Any new facility proposed to be used by Qualigen in manufacturing any Product shall be subject to a new and separate audit by Sekisui personnel in accordance with Quality Systems Regulations (QSR), as well as ISO 13485.", "probability": 0.03707485331647088 }, { "score": 12.47824478149414, "text": "Representatives of Sekisui may, upon reasonable advance notice, (a) visit the facilities where the Development Plan activities are being performed, and (b) consult with any such Qualigen personnel performing such activities.", "probability": 0.03302109689801235 }, { "score": 12.433897972106934, "text": "As scheduled, Sekisui may perform an audit during reasonable business hours to confirm ongoing compliance with the Quality System Regulations and confirm adequate process controls.", "probability": 0.03158871219482146 }, { "score": 12.347219467163086, "text": "Upon reasonable written notice (and no more often than once every 150 days), the auditing Party shall have the right, during normal business hours, to audit the books and records maintained by the audited Party pursuant to this Agreement to ensure the accuracy of all reports and payments made hereunder", "probability": 0.028965959865647043 }, { "text": "", "score": 12.30699634552002, "probability": 0.027823979509163172 }, { "score": 12.234945297241211, "text": "Any new facility proposed to be used by Qualigen in manufacturing any Product shall be subject to a new and separate audit by Sekisui personnel in accordance with Quality Systems Regulations (QSR), as well as ISO 13485.", "probability": 0.025889750916737182 }, { "score": 12.20762825012207, "text": "As part of Sekisui's supplier approval program, Sekisui will have the option to perform an audit (applying Sekisui's standard supplier criteria for qualification as an \"Approved Supplier\") at Qualigen's Carlsbad, California manufacturing facility annually and at each relocated manufacturing facility at which Qualigen will manufacture the Products within sixty (60) days of Qualigen's notice to Sekisui of the relocation of such manufacturing facility.", "probability": 0.025192091748682907 }, { "score": 12.153968811035156, "text": "As part of Sekisui's supplier approval program, Sekisui will have the option to perform an audit (applying Sekisui's standard supplier criteria for qualification as an \"Approved Supplier\") at Qualigen's Carlsbad, California manufacturing facility annually and at each relocated manufacturing facility at which Qualigen will manufacture the Products within sixty (60) days of Qualigen's notice to Sekisui of the relocation of such manufacturing facility. Within thirty (30) days after the completion of an audit, Sekisui shall inform Qualigen in writing of the results of such audit.", "probability": 0.023875926375499904 }, { "score": 12.048027038574219, "text": "Within thirty (30) days after the completion of an audit, Sekisui shall inform Qualigen in writing of the results of such audit.", "probability": 0.02147584712709252 }, { "score": 11.918471336364746, "text": "As scheduled, Sekisui may perform an audit during reasonable business hours to confirm ongoing compliance with the Quality System Regulations and confirm adequate process controls.", "probability": 0.018866223597082694 }, { "score": 11.690797805786133, "text": "Any new facility proposed to be used by Qualigen in manufacturing any Product shall be subject to a new and separate audit by Sekisui personnel in accordance with Quality Systems Regulations (QSR), as well as ISO 13485. 8\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n5.4. Approved Supplier. It is acknowledged that Qualigen is an \"Approved Supplier\" as to Products manufactured at Qualigen's Carlsbad, California facility. As part of Sekisui's supplier approval program, Sekisui will have the option to perform an audit (applying Sekisui's standard supplier criteria for qualification as an \"Approved Supplier\") at Qualigen's Carlsbad, California manufacturing facility annually and at each relocated manufacturing facility at which Qualigen will manufacture the Products within sixty (60) days of Qualigen's notice to Sekisui of the relocation of such manufacturing facility.", "probability": 0.01502476262207771 }, { "score": 11.637139320373535, "text": "Any new facility proposed to be used by Qualigen in manufacturing any Product shall be subject to a new and separate audit by Sekisui personnel in accordance with Quality Systems Regulations (QSR), as well as ISO 13485. 8\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n5.4. Approved Supplier. It is acknowledged that Qualigen is an \"Approved Supplier\" as to Products manufactured at Qualigen's Carlsbad, California facility. As part of Sekisui's supplier approval program, Sekisui will have the option to perform an audit (applying Sekisui's standard supplier criteria for qualification as an \"Approved Supplier\") at Qualigen's Carlsbad, California manufacturing facility annually and at each relocated manufacturing facility at which Qualigen will manufacture the Products within sixty (60) days of Qualigen's notice to Sekisui of the relocation of such manufacturing facility. Within thirty (30) days after the completion of an audit, Sekisui shall inform Qualigen in writing of the results of such audit.", "probability": 0.014239804771460331 }, { "score": 11.622889518737793, "text": "Within thirty (30) days after the completion of an audit, Sekisui shall inform Qualigen in writing of the results of such audit. If Qualigen does not pass such audit and the reasons for such failure can be remedied within a reasonable period of time (which shall not be less than sixty (60) days), then Sekisui shall provide Qualigen with a list of proposed remedial action items and a proposed timeframe within which to accomplish such action items. If Qualigen does not pass such audit and the reasons for such failure cannot be remedied within a reasonable period of time or Qualigen fails or elects not to complete any remedial actions reasonably suggested by Sekisui, then Sekisui's sole and exclusive remedy shall be to terminate this Agreement in accordance with the provisions of Section 14 of this Agreement, with such termination to be effective upon receipt of a termination notice by Qualigen sent by Sekisui at any time after the sixty day remedy period described in this Section 5.4 has passed. As scheduled, Sekisui may perform an audit during reasonable business hours to confirm ongoing compliance with the Quality System Regulations and confirm adequate process controls.", "probability": 0.014038329280263953 }, { "score": 11.498382568359375, "text": "Upon reasonable written notice (and no more often than once every 150 days), the auditing Party shall have the right, during normal business hours, to audit the books and records maintained by the audited Party pursuant to this Agreement to ensure the accuracy of all reports and payments made hereunder", "probability": 0.01239489189771659 }, { "score": 11.474352836608887, "text": "Within thirty (30) days after the completion of an audit, Sekisui shall inform Qualigen in writing of the results of such audit.", "probability": 0.012100596056483713 }, { "score": 11.356698036193848, "text": "As scheduled, Sekisui may perform an audit during reasonable business hours to confirm ongoing compliance with the Quality System Regulations and confirm adequate process controls. Sekisui shall notify Qualigen at least one month in advance of a planned audit and Qualigen shall make reasonable efforts to accommodate the desired schedule.", "probability": 0.010757464781187963 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Uncapped Liability": [ { "text": "", "score": 12.409128189086914, "probability": 0.5039438174101044 }, { "score": 12.274885177612305, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.440637162926549 }, { "score": 8.807783126831055, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 0.01375111244882817 }, { "score": 8.756003379821777, "text": "If Qualigen does not pass such audit and the reasons for such failure cannot be remedied within a reasonable period of time or Qualigen fails or elects not to complete any remedial actions reasonably suggested by Sekisui, then Sekisui's sole and exclusive remedy shall be to terminate this Agreement in accordance with the provisions of Section 14 of this Agreement, with such termination to be effective upon receipt of a termination notice by Qualigen sent by Sekisui at any time after the sixty day remedy period described in this Section 5.4 has passed.", "probability": 0.013057203570323807 }, { "score": 8.46605110168457, "text": "Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.009770695990817937 }, { "score": 8.250097274780273, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date", "probability": 0.007872958194135587 }, { "score": 7.651939392089844, "text": "9.4. Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.004328737770145059 }, { "score": 7.051536560058594, "text": "This right shall be in addition to and not exclusive of any other remedy available to such other Party at law or in equity.", "probability": 0.00237470485797188 }, { "score": 5.677400588989258, "text": "If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3. 13\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n9.4. Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.0006009384203764365 }, { "score": 5.616568565368652, "text": "Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.0005654718094943975 }, { "score": 5.537734508514404, "text": "For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 0.0005226052436840273 }, { "score": 5.376210689544678, "text": "With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.0004446567196279636 }, { "score": 5.234781265258789, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term", "probability": 0.00038601380907055436 }, { "score": 5.003324031829834, "text": "In the event such action results from Sekisui's gross negligence or willful misconduct, Sekisui shall be responsible for the expenses thereof.", "probability": 0.0003062543329570877 }, { "score": 4.9989495277404785, "text": "Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 0.00030491754814226095 }, { "score": 4.99668025970459, "text": "Each Party recognizes that the covenants and agreements herein and their continued performance as set forth in this Agreement are necessary and critical to protect the legitimate interests of the other Party, that the other Party would not have entered into this Agreement in the absence of such covenants and agreements and the assurance of continued performance as set forth in this Agreement, and that a Party's breach or threatened breach of such covenants and agreements will cause the opposed Party irreparable harm and significant injury, the amount of which will be extremely difficult to estimate and ascertain, thus making any remedy at law or in damages inadequate. Therefore, each Party agrees that an opposed Party shall be entitled to specific performance, an order restraining any breach or threatened breach of Section 13 and all other provisions of this Agreement, and any other equitable relief (including but not limited to temporary, preliminary and/or permanent injunctive relief), without the necessity of posting of any bond or security. This right shall be in addition to and not exclusive of any other remedy available to such other Party at law or in equity.", "probability": 0.00030422639300141103 }, { "score": 4.975010871887207, "text": "In", "probability": 0.0002977049067990573 }, { "score": 4.56712007522583, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For", "probability": 0.00019798909503284976 }, { "score": 4.441264629364014, "text": "Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date", "probability": 0.00017457535944893964 }, { "score": 4.343104362487793, "text": "With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee", "probability": 0.0001582531934893428 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Cap On Liability": [ { "score": 12.43416976928711, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.24073285199096198 }, { "text": "", "score": 12.248374938964844, "probability": 0.19991514277082012 }, { "score": 12.127479553222656, "text": "With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.17715013699256324 }, { "score": 11.03077507019043, "text": "With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.0591628092053624 }, { "score": 10.810174942016602, "text": "Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.047450781430264634 }, { "score": 10.727034568786621, "text": "With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee", "probability": 0.04366525126325347 }, { "score": 10.632184982299805, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.03971397074419318 }, { "score": 10.446361541748047, "text": "Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.03297928355089045 }, { "score": 10.297138214111328, "text": "Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.028407587231150985 }, { "score": 10.157747268676758, "text": "Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.02471141592551056 }, { "score": 9.878039360046387, "text": "With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee", "probability": 0.018681942422130886 }, { "score": 9.608474731445312, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage.", "probability": 0.014267622122033873 }, { "score": 9.479450225830078, "text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee", "probability": 0.01254056107757992 }, { "score": 9.409729957580566, "text": "Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee", "probability": 0.0116960129354978 }, { "score": 9.293625831604004, "text": "Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee", "probability": 0.01041392531382739 }, { "score": 9.273427963256836, "text": "Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage.", "probability": 0.010205696192492649 }, { "score": 9.179616928100586, "text": "If Qualigen does not pass such audit and the reasons for such failure cannot be remedied within a reasonable period of time or Qualigen fails or elects not to complete any remedial actions reasonably suggested by Sekisui, then Sekisui's sole and exclusive remedy shall be to terminate this Agreement in accordance with the provisions of Section 14 of this Agreement, with such termination to be effective upon receipt of a termination notice by Qualigen sent by Sekisui at any time after the sixty day remedy period described in this Section 5.4 has passed.", "probability": 0.009291824983063907 }, { "score": 9.144403457641602, "text": "Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee", "probability": 0.008970321427529817 }, { "score": 8.757302284240723, "text": "Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee", "probability": 0.00609104911673582 }, { "score": 8.32465648651123, "text": "above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.0039518133041369 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Liquidated Damages": [ { "score": 12.623311996459961, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.5837041265066405 }, { "text": "", "score": 12.1951904296875, "probability": 0.38041876342977815 }, { "score": 9.146089553833008, "text": "Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.018032429560319616 }, { "score": 8.203886985778809, "text": "9.4. Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.00702847117815965 }, { "score": 7.621763706207275, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 0.003926882803983246 }, { "score": 7.593530654907227, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date", "probability": 0.0038175653641344433 }, { "score": 6.368405818939209, "text": "Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.001121299234989929 }, { "score": 5.11076545715332, "text": "In", "probability": 0.0003188124380690081 }, { "score": 5.04893684387207, "text": "Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.00029969771444377993 }, { "score": 5.016718864440918, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term", "probability": 0.00029019594543094906 }, { "score": 4.3286848068237305, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For", "probability": 0.0001458417764481777 }, { "score": 4.294722557067871, "text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments", "probability": 0.00014097182692095832 }, { "score": 4.144541263580322, "text": "Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 0.00012131358052623374 }, { "score": 4.1336541175842285, "text": "In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui. If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3. 13\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n9.4. Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.0001199999854892133 }, { "score": 4.130892753601074, "text": "If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3. 13\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n9.4. Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "probability": 0.00011966907893828723 }, { "score": 4.116308212280273, "text": "Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date", "probability": 0.00011793642599832999 }, { "score": 3.747565746307373, "text": "Upon the expiration or termination of the Term,", "probability": 8.156524487429629e-05 }, { "score": 3.6481523513793945, "text": "For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 7.384659165572024e-05 }, { "score": 3.6410927772521973, "text": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments),", "probability": 7.3327102013213e-05 }, { "score": 3.202338933944702, "text": "9.4. Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term.", "probability": 4.7284211186474155e-05 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Warranty Duration": [ { "score": 13.657058715820312, "text": "Qualigen shall provide to Sekisui and for the benefit of Sekisui's customers of Products a standard commercial written warranty that the Products will be free of defects in materials or workmanship starting from the date the Product has been received by Sekisui's customer and ending after the length of time stated for the applicable Product on Exhibit D hereto (the \"User Warranty\").", "probability": 0.5898749178465041 }, { "score": 12.80274486541748, "text": "Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law.", "probability": 0.251036076623467 }, { "text": "", "score": 11.956933975219727, "probability": 0.10774698748026897 }, { "score": 10.268677711486816, "text": "Qualigen shall notify Sekisui in writing no less than 3 months prior to any material changes which affect (i) the form, fit or function of any Products, or (ii) the labeling or regulatory status of the Products in any of the Applicable Markets.", "probability": 0.01991612104305214 }, { "score": 9.3491849899292, "text": "Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law. Qualigen shall use commercially reasonable efforts to ensure that all complaints are appropriately closed within 90 days or less from the receipt of such complaint.", "probability": 0.007940980726975255 }, { "score": 9.098694801330566, "text": "Qualigen shall provide prompt notice to Sekisui of any Adverse Events, Recalls or Field Corrections, which notice shall in any event be delivered within no more than 3 business days from Qualigen learning of such occurrence.", "probability": 0.0061814112084542855 }, { "score": 8.975414276123047, "text": "Qualigen shall provide to Sekisui and for the benefit of Sekisui's customers of Products a standard commercial written warranty that the Products will be free of defects in materials or workmanship starting from the date the Product has been received by Sekisui's customer and ending after the length of time stated for the applicable Product on Exhibit D hereto", "probability": 0.005464464180002768 }, { "score": 8.391672134399414, "text": "In the event that Qualigen receives any Potentially Serious Complaints regarding the Products from a customer located in the European Union or Canada, then Qualigen shall notify Sekisui promptly, but in any event within no more than (3) business days.", "probability": 0.0030481167148135187 }, { "score": 8.054125785827637, "text": "Qualigen shall notify Sekisui in writing no less than 3 months prior to any material changes which affect (i) the form, fit or function of any Products, or (ii) the labeling or regulatory status of the Products in any of the Applicable Markets", "probability": 0.002174888895660922 }, { "score": 7.708187103271484, "text": "Qualigen shall provide to Sekisui and for the benefit of Sekisui's customers of Products a standard commercial written warranty that the Products will be free of defects in materials or workmanship starting from the date the Product has been received by Sekisui's customer and ending after the length of time stated for the applicable Product on Exhibit D hereto (the \"User Warranty\"). The User Warranty is contingent upon proper use of a Product in the application for which such Product was intended and does not cover Products that were altered or modified (or added to or subtracted from), that were used after the expiration date thereon or that were subjected by the carrier, distributor or the customer to abuse, mishandling or unusual physical, thermal, chemical or electrical stress.", "probability": 0.0015388554075365555 }, { "score": 7.363654613494873, "text": "starting from the date the Product has been received by Sekisui's customer and ending after the length of time stated for the applicable Product on Exhibit D hereto (the \"User Warranty\"). The User Warranty is contingent upon proper use of a Product in the application for which such Product was intended and does not cover Products that were altered or modified (or added to or subtracted from), that were used after the expiration date thereon or that were subjected by the carrier, distributor or the customer to abuse, mishandling or unusual physical, thermal, chemical or electrical stress.", "probability": 0.0010903583552006272 }, { "score": 7.09467887878418, "text": "(Provided, that if a request for a return of Product is due to a change of mind over using the Product or the Sekisui customer has overstocked the product, rather than due to a warranty issue, Qualigen need not accept the return or provide any replacement or substitute.) Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law.", "probability": 0.0008332102012075113 }, { "score": 6.919538974761963, "text": "In the event that Qualigen receives any Potentially Serious Complaints regarding the Products from a customer located in the European Union or Canada, then Qualigen shall notify Sekisui promptly, but in any event within no more than (3) business days. If Qualigen receives a complaint from any Competent Authority or Health Canada with regard to the Products, Qualigen shall notify Sekisui promptly, but in any event within no more than 48 hours.", "probability": 0.0006993463049746616 }, { "score": 6.781389236450195, "text": "igen shall provide to Sekisui and for the benefit of Sekisui's customers of Products a standard commercial written warranty that the Products will be free of defects in materials or workmanship starting from the date the Product has been received by Sekisui's customer and ending after the length of time stated for the applicable Product on Exhibit D hereto (the \"User Warranty\").", "probability": 0.0006091084376426277 }, { "score": 6.419095993041992, "text": "The User Warranty is contingent upon proper use of a Product in the application for which such Product was intended and does not cover Products that were altered or modified (or added to or subtracted from), that were used after the expiration date thereon or that were subjected by the carrier, distributor or the customer to abuse, mishandling or unusual physical, thermal, chemical or electrical stress.", "probability": 0.0004239871155759371 }, { "score": 6.165525436401367, "text": "Qualigen shall use commercially reasonable efforts to ensure that all complaints are appropriately closed within 90 days or less from the receipt of such complaint.", "probability": 0.0003290245968184824 }, { "score": 6.099108695983887, "text": "Qualigen shall notify Sekisui in writing no less than 3 months prior to any material changes which affect (i) the form, fit or function of any Products, or (ii) the labeling or regulatory status of the Products in any of the Applicable Markets. 5.3. Manufacturing Site. During the Term, Qualigen shall manufacture all Products using Qualigen's facilities located in Carlsbad, California.", "probability": 0.00030788174668621647 }, { "score": 5.985535621643066, "text": "Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law", "probability": 0.00027482724371172995 }, { "score": 5.9539995193481445, "text": "In the event a Product is returned by a customer for investigation, Qualigen shall ship a replacement Product to the customer. (Provided, that if a request for a return of Product is due to a change of mind over using the Product or the Sekisui customer has overstocked the product, rather than due to a warranty issue, Qualigen need not accept the return or provide any replacement or substitute.) Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law.", "probability": 0.00026629549969156433 }, { "score": 5.86303186416626, "text": "starting from the date the Product has been received by Sekisui's customer and ending after the length of time stated for the applicable Product on Exhibit D hereto (the \"User Warranty\").", "probability": 0.00024314037175508527 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Insurance": [ { "score": 12.456661224365234, "text": "Beginning with Qualigen's FY 2017 financial reporting, Workers' comp insurance will be included as a direct allocation to the Instrument and Reagent Manufacturing cost centers based on salary amounts.", "probability": 0.08337415416970975 }, { "score": 12.35816764831543, "text": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\").", "probability": 0.07555378473614038 }, { "text": "", "score": 12.294363975524902, "probability": 0.07088374285740505 }, { "score": 12.242133140563965, "text": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\"). Sekisui shall be named as an additional insured with respect to the Insurance.", "probability": 0.06727645173475154 }, { "score": 12.215621948242188, "text": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\"). Sekisui shall be named as an additional insured with respect to the Insurance.", "probability": 0.06551630763438329 }, { "score": 12.172845840454102, "text": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\").", "probability": 0.06277287010163347 }, { "score": 12.148540496826172, "text": "All Qualigen's Insurance shall be placed with an insurer that (a) has an A.M. Best rating of A- or better or (b) is a qualified self- insurance program that is approved by Sekisui.", "probability": 0.06126554614025965 }, { "score": 12.04478645324707, "text": "Sekisui shall be named as an additional insured with respect to the Insurance.", "probability": 0.055227641964731324 }, { "score": 12.005672454833984, "text": "All Qualigen's Insurance shall be placed with an insurer that (a) has an A.M. Best rating of A- or better or (b) is a qualified self- insurance program that is approved by Sekisui. Qualigen shall provide Sekisui, upon request, with written evidence of the Insurance, including where it is provided through qualified self-insurance.", "probability": 0.05310916911795534 }, { "score": 11.990121841430664, "text": "Sekisui shall be named as an additional insured with respect to the Insurance.", "probability": 0.05228967727541333 }, { "score": 11.796072006225586, "text": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\"). Sekisui shall be named as an additional insured with respect to the Insurance. The Insurance shall be primary for all purposes to other insurance coverage, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, without recourse to or contribution from any Sekisui-owned coverage.", "probability": 0.04306665971024855 }, { "score": 11.718226432800293, "text": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\"). Sekisui shall be named as an additional insured with respect to the Insurance. The Insurance shall be primary for all purposes to other insurance coverage, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, without recourse to or contribution from any Sekisui-owned coverage. (a) Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.03984128027944694 }, { "score": 11.655779838562012, "text": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\"). Sekisui shall be named as an additional insured with respect to the Insurance. The Insurance shall be primary for all purposes to other insurance coverage, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, without recourse to or contribution from any Sekisui-owned coverage.", "probability": 0.03742941802692912 }, { "score": 11.650375366210938, "text": "Workers' comp insurance is included as part of the occupancy allocation in Qualigen's FY2016 financial results. Beginning with Qualigen's FY 2017 financial reporting, Workers' comp insurance will be included as a direct allocation to the Instrument and Reagent Manufacturing cost centers based on salary amounts.", "probability": 0.03722767741391018 }, { "score": 11.601034164428711, "text": "Qualigen shall provide Sekisui, upon request, with written evidence of the Insurance, including where it is provided through qualified self-insurance.", "probability": 0.0354353992517445 }, { "score": 11.598726272583008, "text": "Sekisui shall be named as an additional insured with respect to the Insurance. The Insurance shall be primary for all purposes to other insurance coverage, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, without recourse to or contribution from any Sekisui-owned coverage.", "probability": 0.03535371248113585 }, { "score": 11.573787689208984, "text": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\"). Sekisui shall be named as an additional insured with respect to the Insurance. The Insurance shall be primary for all purposes to other insurance coverage, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, without recourse to or contribution from any Sekisui-owned coverage. (a) Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee. All Qualigen's Insurance shall be placed with an insurer that (a) has an A.M. Best rating of A- or better or (b) is a qualified self- insurance program that is approved by Sekisui.", "probability": 0.034482943970890474 }, { "score": 11.49272632598877, "text": "Sekisui shall be named as an additional insured with respect to the Insurance. The Insurance shall be primary for all purposes to other insurance coverage, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, without recourse to or contribution from any Sekisui-owned coverage. (a) Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "probability": 0.031798002104719496 }, { "score": 11.430279731750488, "text": "Sekisui shall be named as an additional insured with respect to the Insurance. The Insurance shall be primary for all purposes to other insurance coverage, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, without recourse to or contribution from any Sekisui-owned coverage.", "probability": 0.029873053899141404 }, { "score": 11.373442649841309, "text": "Workers' comp insurance is included as part of the occupancy allocation in Qualigen's FY2016 financial results.", "probability": 0.028222507129450312 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Covenant Not To Sue": [ { "score": 12.948989868164062, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.414420594510203 }, { "score": 12.356267929077148, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.22910019664604792 }, { "text": "", "score": 12.222274780273438, "probability": 0.20037012855568223 }, { "score": 10.42216682434082, "text": "In the event a lawsuit is filed against Sekisui or Qualigen alleging that the manufacture, marketing, import, offer for sale, sale or use of a Product constitute infringement of the intellectual property rights of a Third Party, or Qualigen files an action for declaratory judgment because of a serious threat of such a lawsuit, or if in Qualigen's reasonable business judgment a Product is likely to become the subject of a claim of infringement of a patent or other intellectual property right; then Qualigen may, at its expense, and may request Sekisui's assistance to, attempt to obtain a license to such patent or other intellectual property right.", "probability": 0.03311738407199736 }, { "score": 10.419965744018555, "text": "In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui. 12\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n8.4. Marks. During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.03304457021356417 }, { "score": 10.033941268920898, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term. 9. Sale Transaction 9.1. Exclusivity Period. The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.02246217509429797 }, { "score": 9.895748138427734, "text": "nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.019562992763100605 }, { "score": 9.431255340576172, "text": "nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.01229443670065348 }, { "score": 9.349798202514648, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term", "probability": 0.011332670186022971 }, { "score": 8.40353775024414, "text": "In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.", "probability": 0.004399228870971593 }, { "score": 8.199578285217285, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term),", "probability": 0.003587551024855255 }, { "score": 8.133776664733887, "text": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term", "probability": 0.0033590835488656384 }, { "score": 7.711286544799805, "text": "Qualigen and Sekisui shall notify each other promptly in writing of any action (and all prior claims relating to such action) brought against Qualigen or Sekisui alleging that the manufacture, marketing, import, offer for sale, sale or use of a Product constitute infringement of the intellectual property rights of a Third Party, and (provided that such a Claim does not arise from Sekisui's noncompliance with Sections 3.6, 8.4, 10.2(b), 10.2(c), 10.2(e) or 10.2(f) of this Agreement (e.g., Sekisui has altered a Product or has used a Sekisui trademark in connection with a Product))", "probability": 0.0022015861184414586 }, { "score": 7.587615013122559, "text": "nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.0019454757172056804 }, { "score": 7.499494552612305, "text": "In the event a lawsuit is filed against Sekisui or Qualigen alleging that the manufacture, marketing, import, offer for sale, sale or use of a Product constitute infringement of the intellectual property rights of a Third Party, or Qualigen files an action for declaratory judgment because of a serious threat of such a lawsuit, or if in Qualigen's reasonable business judgment a Product is likely to become the subject of a claim of infringement of a patent or other intellectual property right;", "probability": 0.0017813759500512616 }, { "score": 7.49853515625, "text": "nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "probability": 0.0017796677240088377 }, { "score": 7.344058990478516, "text": "Qualigen and Sekisui shall notify each other promptly in writing of any action (and all prior claims relating to such action) brought against Qualigen or Sekisui alleging that the manufacture, marketing, import, offer for sale, sale or use of a Product constitute infringement of the intellectual property rights of a Third Party, and (provided that such a Claim does not arise from Sekisui's noncompliance with Sections 3.6, 8.4, 10.2(b), 10.2(c), 10.2(e) or 10.2(f) of this Agreement (e.g., Sekisui has altered a Product or has used a Sekisui trademark in connection with a Product)) Qualigen agrees to defend Sekisui in such action at its expense and shall pay any costs or damages finally awarded against Sekisui in any such action; provided, that Qualigen shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise and provided further that no settlement or compromise shall be binding on a Party hereto without its prior written consent, which consent shall not be unreasonably withheld.", "probability": 0.0015249330526620269 }, { "score": 7.310303211212158, "text": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.0014743168499623946 }, { "score": 7.108928680419922, "text": "nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term. 9. Sale Transaction 9.1. Exclusivity Period. The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "probability": 0.0012054105317181334 }, { "score": 6.9576897621154785, "text": "Qualigen and Sekisui shall notify each other promptly in writing of any action (and all prior claims relating to such action) brought against Qualigen or Sekisui alleging that the manufacture, marketing, import, offer for sale, sale or use of a Product constitute infringement of the intellectual property rights of a Third Party,", "probability": 0.001036221869688132 } ], "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.182090759277344, "probability": 0.6062099565291155 }, { "score": 11.723461151123047, "text": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.", "probability": 0.38321522665228386 }, { "score": 7.46584939956665, "text": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person", "probability": 0.005424821682350722 }, { "score": 7.153834342956543, "text": "Third Party Beneficiaries. Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.", "probability": 0.003970809478032949 }, { "score": 4.619065284729004, "text": "Except", "probability": 0.0003148058795350856 }, { "score": 4.27963924407959, "text": "15.15. Third Party Beneficiaries. Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.", "probability": 0.00022419812617350046 }, { "score": 4.011183261871338, "text": "To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory.", "probability": 0.00017141271224898336 }, { "score": 3.4286160469055176, "text": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person. 15.16. No Implied License. No right or license is granted to Sekisui by implication, estoppel, or otherwise to any know-how, patent or other intellectual property right owned or controlled by Qualigen.", "probability": 9.572762847526632e-05 }, { "score": 2.9145126342773438, "text": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and", "probability": 5.724862032208279e-05 }, { "score": 2.8962230682373047, "text": "Third Party Beneficiaries. Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person", "probability": 5.6211084858541615e-05 }, { "score": 2.5885987281799316, "text": "third-party beneficiary rights upon any other person.", "probability": 4.132590887740862e-05 }, { "score": 2.5775444507598877, "text": "For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 4.087159648991897e-05 }, { "score": 2.397404193878174, "text": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns", "probability": 3.4134039171198385e-05 }, { "score": 2.171250820159912, "text": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person. 15.16. No Implied License. No right or license is granted to Sekisui by implication, estoppel, or otherwise to any know-how, patent or other intellectual property right owned or controlled by Qualigen. 15.17. Exhibits. The Exhibits referred to in the Agreement are deemed incorporated by reference at each place in the Agreement when reference is made thereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives as of the date first above written.", "probability": 2.722516498481421e-05 }, { "score": 1.9740257263183594, "text": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person. 15.16. No Implied License. No right or license is granted to Sekisui by implication, estoppel, or otherwise to any know-how, patent or other intellectual property right owned or controlled by Qualigen. 15.17. Exhibits. The Exhibits referred to in the Agreement are deemed incorporated by reference at each place in the Agreement when reference is made thereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives as of the date first above written. SEKISUI DIAGNOSTICS, LLC QUALIGEN, INC.", "probability": 2.2352018607886267e-05 }, { "score": 1.895287036895752, "text": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person. 15.16. No Implied License. No right or license is granted to Sekisui by implication, estoppel, or otherwise to any know-how, patent or other intellectual property right owned or controlled by Qualigen. 15.17. Exhibits. The Exhibits referred to in the Agreement are deemed incorporated by reference at each place in the Agreement when reference is made thereto.", "probability": 2.0659555440698254e-05 }, { "score": 1.845029354095459, "text": "it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.", "probability": 1.9646913708216802e-05 }, { "score": 1.7654991149902344, "text": "Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date. For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000.", "probability": 1.814490896702143e-05 }, { "score": 1.7417311668395996, "text": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person. 15.16. No Implied License. No right or license is granted to Sekisui by implication, estoppel, or otherwise to any know-how, patent or other intellectual property right owned or controlled by Qualigen. 15.17. Exhibits. The Exhibits referred to in the Agreement are deemed incorporated by reference at each place in the Agreement when reference is made thereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives as of the date first above written", "probability": 1.771872651559488e-05 }, { "score": 1.7294684648513794, "text": "Upon the expiration or termination of the Term,", "probability": 1.7502773840502138e-05 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Document Name": [ { "score": 14.23481559753418, "text": "ENDORSEMENT AGREEMENT", "probability": 0.1563986023104388 }, { "score": 13.999221801757812, "text": "ENDORSEMENT AGREEMENT\n\n This Endorsement Agreement", "probability": 0.12357077831363075 }, { "score": 13.89841079711914, "text": "ADDENDUM TO ENDORSEMENT AGREEMENT", "probability": 0.11172082113889996 }, { "score": 13.878558158874512, "text": "Endorsement Agreement", "probability": 0.1095247392297874 }, { "score": 13.801912307739258, "text": "ADDENDUM TO ENDORSEMENT AGREEMENT", "probability": 0.10144376460496835 }, { "score": 13.770832061767578, "text": "ENDORSEMENT AGREEMENT", "probability": 0.09833936017124738 }, { "score": 13.623526573181152, "text": "ADDENDUM TO ENDORSEMENT AGREEMENT\n\n This addendum to the Endorsement Agreement", "probability": 0.08486984664875986 }, { "score": 13.495948791503906, "text": "ENDORSEMENT AGREEMENT\n\n This addendum to the Endorsement Agreement", "probability": 0.07470455633608684 }, { "score": 13.342339515686035, "text": "ENDORSEMENT AGREEMENT", "probability": 0.06406715368544501 }, { "score": 12.892648696899414, "text": "Endorsement Agreement", "probability": 0.04086365310502971 }, { "score": 11.302745819091797, "text": "ENDORSEMENT AGREEMENT\n\n This Endorsement Agreement (\"", "probability": 0.008333954829797503 }, { "score": 11.182082176208496, "text": "Endorsement Agreement (\"", "probability": 0.007386651131788759 }, { "text": "", "score": 10.813850402832031, "probability": 0.005111243376020525 }, { "score": 10.301217079162598, "text": "ENDORSEMENT AGREEMENT\n\n This Endorsement Agreement (\"Agreement\") is made and entered into as of August 24, 1995, by and among the following parties:\n\n (a) Kathy Ireland, Inc.", "probability": 0.0030612072768240405 }, { "score": 10.180553436279297, "text": "Endorsement Agreement (\"Agreement\") is made and entered into as of August 24, 1995, by and among the following parties:\n\n (a) Kathy Ireland, Inc.", "probability": 0.0027132460707783453 }, { "score": 9.97813606262207, "text": "ADDENDUM TO ENDORSEMENT AGREEMENT\n\n This addendum to the Endorsement", "probability": 0.0022160544868803306 }, { "score": 9.850557327270508, "text": "ENDORSEMENT AGREEMENT\n\n This addendum to the Endorsement", "probability": 0.0019506245847718212 }, { "score": 9.528118133544922, "text": "ADDENDUM TO ENDORSEMENT AGREEMENT\n\n This addendum", "probability": 0.0014129933924679928 }, { "score": 9.40053939819336, "text": "ENDORSEMENT AGREEMENT\n\n This addendum", "probability": 0.0012437508489912162 }, { "score": 9.247257232666016, "text": "Endorsement", "probability": 0.0010669984573853054 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Parties": [ { "score": 11.903085708618164, "text": "Kathy Ireland, Inc. 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(\"SW\"), 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; and\n\n (c) Diplomat Ambassador Eyewear Group", "probability": 0.03678920361984715 }, { "score": 10.678396224975586, "text": "KI Inc.\"", "probability": 0.03244874545529882 }, { "score": 10.266615867614746, "text": "Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co., 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067;\n\n (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; and\n\n (c) Diplomat", "probability": 0.021496312830878616 }, { "score": 10.156013488769531, "text": "KI Inc.\"), furnishing the services of Kathy Ireland", "probability": 0.01924553422181261 }, { "score": 10.0960111618042, "text": "Kathy Ireland, Inc. (\"KI Inc.\"), furnishing the services of Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co.,", "probability": 0.01812471938434232 }, { "score": 9.981975555419922, "text": "Kathy Ireland, Inc. (\"KI Inc.\"), furnishing the services of Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co., 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067;\n\n (b) The Sterling/Winters Co.", "probability": 0.016171349255288413 }, { "score": 9.969770431518555, "text": "The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; and\n\n (c) Diplomat", "probability": 0.01597517553152403 }, { "score": 9.847000122070312, "text": "Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co., 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067;\n\n (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; and\n\n (c) Diplomat Ambassador Eyewear Group", "probability": 0.014129512268334333 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Agreement Date": [ { "score": 15.71257209777832, "text": "August 24, 1995", "probability": 0.4699309631523746 }, { "score": 14.912017822265625, "text": "3/21/97", "probability": 0.21103658804336717 }, { "score": 14.327347755432129, "text": "3/18/97", "probability": 0.1176085168056721 }, { "score": 14.206186294555664, "text": "August 24, 1995,", "probability": 0.10418831613218707 }, { "score": 14.06232738494873, "text": "3/4/97", "probability": 0.0902281158520905 }, { "text": "", "score": 10.989950180053711, "probability": 0.004178548257028713 }, { "score": 8.915397644042969, "text": "3/21/", "probability": 0.000524878402905695 }, { "score": 8.623617172241211, "text": "August 24, 1995", "probability": 0.0003920487328076177 }, { "score": 8.42711353302002, "text": "3/4/97 By /s/ Barry Budilov - ------- --------------------------------- Dated", "probability": 0.0003221065885880998 }, { "score": 8.406502723693848, "text": "3/18/", "probability": 0.0003155356598003989 }, { "score": 8.068760871887207, "text": "/21/97", "probability": 0.000225096646526522 }, { "score": 8.065683364868164, "text": "This Endorsement Agreement (\"Agreement\") is made and entered into as of August 24, 1995", "probability": 0.00022440497487495947 }, { "score": 7.794679164886475, "text": ", 1995", "probability": 0.0001711342169529213 }, { "score": 7.410299777984619, "text": "3/21", "probability": 0.00011652067862640258 }, { "score": 7.254873752593994, "text": "as of August 24, 1995", "probability": 9.974757361406896e-05 }, { "score": 7.191104888916016, "text": "24, 1995", "probability": 9.358535121527186e-05 }, { "score": 7.184561252593994, "text": "August 24", "probability": 9.297496197248911e-05 }, { "score": 7.148659706115723, "text": "Dated BARRY BUDILOV, President\n\n KATHY IRELAND, INC. 3/18/97", "probability": 8.969622507826602e-05 }, { "score": 7.068075656890869, "text": "3/21/97 By /s/ Jason Winters - ------- --------------------------------- Dated", "probability": 8.27517063923384e-05 }, { "score": 7.014947891235352, "text": "21/97", "probability": 7.847003792496121e-05 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Effective Date": [ { "score": 15.57833480834961, "text": "August 24, 1995", "probability": 0.45042222406808213 }, { "score": 14.709238052368164, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.18887561233211103 }, { "score": 13.697688102722168, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.06868554111362668 }, { "score": 13.609750747680664, "text": "3/21/97", "probability": 0.06290347181038529 }, { "score": 13.51161003112793, "text": "August 24, 1995,", "probability": 0.05702333906691232 }, { "score": 13.281632423400879, "text": "The term of the license hereby granted shall commence August 1, 1995", "probability": 0.04530797355275458 }, { "score": 13.179571151733398, "text": "August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.040911932225264305 }, { "score": 13.108386993408203, "text": "3/21/97", "probability": 0.03810088855919305 }, { "score": 11.75196647644043, "text": "August 1, 1995", "probability": 0.00981407016042706 }, { "text": "", "score": 11.739337921142578, "probability": 0.009690911924776559 }, { "score": 11.664365768432617, "text": "3/18/97", "probability": 0.00899093078436635 }, { "score": 11.127632141113281, "text": "3/4/97 By /s/ Barry Budilov - ------- --------------------------------- Dated BARRY BUDILOV, President\n\n KATHY IRELAND, INC. 3/18/97", "probability": 0.005256591176337237 }, { "score": 10.622488975524902, "text": "3/4/97", "probability": 0.0031719279392223134 }, { "score": 10.400497436523438, "text": "August 24, 1995", "probability": 0.0025404673158848285 }, { "score": 10.185352325439453, "text": "The term of the license hereby granted shall commence August 1, 1995", "probability": 0.002048694857774653 }, { "score": 10.11523151397705, "text": "August 24, 1995", "probability": 0.0019099596653030044 }, { "score": 9.976207733154297, "text": "IN WITNESS WHEREOF, this Agreement has been executed as of the date first set forth above.", "probability": 0.0016620609083255744 }, { "score": 9.569045066833496, "text": "IN WITNESS WHEREOF, this Agreement has been executed as of the date first set forth above.", "probability": 0.001106161237739942 }, { "score": 9.40671443939209, "text": "January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.0009404141173196825 }, { "score": 9.016892433166504, "text": "August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.0006368271841932665 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Expiration Date": [ { "score": 14.934680938720703, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.9237137526538146 }, { "text": "", "score": 11.617033958435059, "probability": 0.03347353919235843 }, { "score": 11.528339385986328, "text": "in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.03063247373479734 }, { "score": 9.9688081741333, "text": "The term of the license hereby granted shall commence August 1, 1995", "probability": 0.006440005972732595 }, { "score": 8.565336227416992, "text": "The term of the license hereby granted shall commence August 1, 1995", "probability": 0.0015825817315989654 }, { "score": 8.493985176086426, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement", "probability": 0.0014735971751011945 }, { "score": 7.777203559875488, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement. Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.000719588939981757 }, { "score": 7.085905075073242, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000,", "probability": 0.00036046023571071093 }, { "score": 6.87328577041626, "text": "(c) Term. The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.0002914190724810233 }, { "score": 6.585911750793457, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000", "probability": 0.00021863164408460317 }, { "score": 6.411333084106445, "text": "in duration, each day to consist of no more than eight (8) working hours", "probability": 0.00018360921297210466 }, { "score": 6.341578006744385, "text": "August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.00017123803038748646 }, { "score": 6.222506046295166, "text": "The license hereby granted extends worldwide.\n\n (c) Term. The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.00015201551966643803 }, { "score": 6.165087699890137, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in", "probability": 0.00014353289929429963 }, { "score": 5.804272651672363, "text": "The", "probability": 0.00010005792057668077 }, { "score": 5.630976676940918, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless", "probability": 8.413757437856766e-05 }, { "score": 5.596745491027832, "text": ".", "probability": 8.130618284657112e-05 }, { "score": 5.410334587097168, "text": "(b) Territory. The license hereby granted extends worldwide.\n\n (c) Term. The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 6.747864378891594e-05 }, { "score": 5.2405853271484375, "text": "January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 5.6943633896141205e-05 }, { "score": 5.180632591247559, "text": "The", "probability": 5.363002953192231e-05 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Renewal Term": [ { "text": "", "score": 11.443358421325684, "probability": 0.9807199861687095 }, { "score": 6.4291300773620605, "text": "The license hereby granted extends worldwide.", "probability": 0.006514683555522711 }, { "score": 5.917166709899902, "text": "in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.003904365438166333 }, { "score": 5.583561897277832, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.0027968406969708934 }, { "score": 5.173132419586182, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement. Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.0018553270354306948 }, { "score": 5.094325542449951, "text": "The license hereby granted extends worldwide.\n\n (c) Term. The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement. Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.0017147273747269418 }, { "score": 4.163523197174072, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.0006760094373443384 }, { "score": 3.974480390548706, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.0005595675369213372 }, { "score": 3.8956735134124756, "text": "The license hereby granted extends worldwide.\n\n (c) Term. The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "probability": 0.0005171626108196102 }, { "score": 2.864926338195801, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.00018449275188556186 }, { "score": 2.8294432163238525, "text": "The license hereby granted extends worldwide.", "probability": 0.00017806115445901443 }, { "score": 1.9524368047714233, "text": "The license hereby granted extends worldwide", "probability": 7.407815200659056e-05 }, { "score": 1.9307665824890137, "text": "(2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.\n\n (b) Territory. The license hereby granted extends worldwide.", "probability": 7.249013051953823e-05 }, { "score": 1.8001433610916138, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.\n\n (b) Territory. The license hereby granted extends worldwide.", "probability": 6.361359468618463e-05 }, { "score": 1.5160646438598633, "text": "(b) Territory. The license hereby granted extends worldwide.", "probability": 4.78824229094849e-05 }, { "score": 1.1639543771743774, "text": "(c) Term. The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement. Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 3.367104322526569e-05 }, { "score": 1.0769679546356201, "text": "(c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 3.086589318829836e-05 }, { "score": 0.8122484683990479, "text": "(3) such other optical accessories as the parties shall agree.\n\n (b) Territory. The license hereby granted extends worldwide.", "probability": 2.368714054246076e-05 }, { "score": 0.59596186876297, "text": "(2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.\n\n (b) Territory. The license hereby granted extends worldwide.\n\n (c) Term. The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement. Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 1.9080096203182763e-05 }, { "score": 0.2431502342224121, "text": "Notwithstanding", "probability": 1.3407765761908547e-05 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.829437255859375, "probability": 0.6086731484377992 }, { "score": 10.798845291137695, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.21717195450977425 }, { "score": 9.647232055664062, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.06865378197445088 }, { "score": 9.40999984741211, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.054154659248402126 }, { "score": 9.069009780883789, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.03850753539107139 }, { "score": 6.758624076843262, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3.", "probability": 0.003820832162747175 }, { "score": 6.293010234832764, "text": "(c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.002398526044432615 }, { "score": 6.140504360198975, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.\n\n\n\n\n\n (c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0020592637703776124 }, { "score": 5.460773468017578, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall\n\n 9\n\n completely remedy the violation within the twenty-day period and satisfy KI, Inc. that such violation has been remedied.", "probability": 0.0010435388045048001 }, { "score": 4.995726108551025, "text": "unless Diplomat shall", "probability": 0.0006554523141300717 }, { "score": 4.986725807189941, "text": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement. Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.0006495795139050136 }, { "score": 4.852482795715332, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license", "probability": 0.0005679777471491068 }, { "score": 4.610130310058594, "text": "unless Diplomat shall", "probability": 0.00044573729541424784 }, { "score": 4.049236297607422, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3. Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.00025438166117501125 }, { "score": 3.9086692333221436, "text": "or if Diplomat discontinues its business, or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.\n\n\n\n\n\n (c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.00022102342204499868 }, { "score": 3.604593276977539, "text": "Notwithstanding", "probability": 0.00016307214686139167 }, { "score": 3.524492025375366, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date", "probability": 0.00015051932331388969 }, { "score": 3.523773193359375, "text": "if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.00015041116408408224 }, { "score": 3.4406464099884033, "text": "Diplomat shall", "probability": 0.00013841353777211446 }, { "score": 3.2994871139526367, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat", "probability": 0.00012019153058996246 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Governing Law": [ { "score": 15.616745948791504, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.", "probability": 0.9639507412214882 }, { "text": "", "score": 12.281078338623047, "probability": 0.034307794896767045 }, { "score": 8.078449249267578, "text": "KI, Inc. has the full right, power, legal capacity and authority to enter into this Agreement on behalf of KI, to carry out its terms, and to grant Diplomat the rights, licenses and privileges granted in this Agreement.\n\n (b) Merger. This Agreement supersedes any and all prior written or oral agreements between the parties.\n\n (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.", "probability": 0.000513114375466147 }, { "score": 7.908809661865234, "text": "(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.", "probability": 0.00043305259495849573 }, { "score": 7.142002105712891, "text": ".", "probability": 0.00020115014734137297 }, { "score": 7.092027187347412, "text": "Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.", "probability": 0.00019134473807237012 }, { "score": 6.641740798950195, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of California without", "probability": 0.00012197185533304282 }, { "score": 6.287001609802246, "text": "This", "probability": 8.554573412495804e-05 }, { "score": 6.207577705383301, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles", "probability": 7.901417214046872e-05 }, { "score": 5.635909080505371, "text": "Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.", "probability": 4.461002482738365e-05 }, { "score": 4.2755537033081055, "text": "the laws of the State of California without regard to conflict of law principles.", "probability": 1.1445575412769044e-05 }, { "score": 3.9142987728118896, "text": "the State of California without regard to conflict of law principles.", "probability": 7.975292283672106e-06 }, { "score": 3.8681211471557617, "text": "shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.", "probability": 7.61538598356752e-06 }, { "score": 3.845828056335449, "text": "conflict of law principles.", "probability": 7.447493862575912e-06 }, { "score": 3.8120651245117188, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of California", "probability": 7.200242094475064e-06 }, { "score": 3.7556419372558594, "text": "construed in accordance with the laws of the State of California without regard to conflict of law principles.", "probability": 6.805230192069496e-06 }, { "score": 3.7325706481933594, "text": "governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.", "probability": 6.6500220694132565e-06 }, { "score": 3.6453797817230225, "text": "without regard to conflict of law principles.", "probability": 6.094759520225795e-06 }, { "score": 3.49224591255188, "text": "laws of the State of California without regard to conflict of law principles.", "probability": 5.229394190072942e-06 }, { "score": 3.486001968383789, "text": "be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.", "probability": 5.196843871655381e-06 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.126916885375977, "probability": 0.2769480451049482 }, { "score": 11.596266746520996, "text": "Diplomat agrees to sell to KI, Inc. such quantities of the products at as low a rate and on as good terms as Diplomat sells similar quantities of the products to the general trade.", "probability": 0.16290704905285694 }, { "score": 11.403497695922852, "text": "In the event any sale is made at a special price to any of Diplomat's subsidiaries or to any other person, firm or corporation related in any manner to Diplomat or its officers, directors or major stockholders, there shall be a royalty paid on such sales based upon the price generally charged the trade by Diplomat.\n\n (c) Diplomat agrees to sell to KI, Inc. such quantities of the products at as low a rate and on as good terms as Diplomat sells similar quantities of the products to the general trade.", "probability": 0.13434494870727776 }, { "score": 11.019458770751953, "text": "In the event any sale is made at a special price to any of Diplomat's subsidiaries or to any other person, firm or corporation related in any manner to Diplomat or its officers, directors or major stockholders, there shall be a royalty paid on such sales based upon the price generally charged the trade by Diplomat.", "probability": 0.09150300480792913 }, { "score": 10.799942016601562, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.0734683761392344 }, { "score": 10.699783325195312, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.06646638729169735 }, { "score": 10.387919425964355, "text": "From time to time after Diplomat has commenced selling the products, and upon KI, Inc.'s written request, Diplomat shall furnish without cost to KI, Inc. not more than ten (10) additional random samples of each product being manufactured and sold by Diplomat under this Agreement, together with any containers and packing and wrapping material used in connection with such products.", "probability": 0.04865878979366 }, { "score": 10.061990737915039, "text": "wholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.03512467160675334 }, { "score": 10.0377836227417, "text": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies.", "probability": 0.034284613350576594 }, { "score": 9.378292083740234, "text": "Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:", "probability": 0.017729060407153604 }, { "score": 9.276464462280273, "text": "Diplomat further agrees that (a) such products will be manufactured, sold and distributed in accordance with all applicable Federal, State and local laws, (b) that the policy of sale, distribution, and/or exploitation by Diplomat shall be to the best advantage of KI, Inc. and KI, and (c) that the latter policy shall in no manner reflect adversely upon the good name of KI and KI, Inc.", "probability": 0.016012625466093593 }, { "score": 8.436468124389648, "text": "(c) Diplomat agrees to sell to KI, Inc. such quantities of the products at as low a rate and on as good terms as Diplomat sells similar quantities of the products to the general trade.", "probability": 0.00691284423698641 }, { "score": 8.210795402526855, "text": "Diplomat agrees to sell to KI, Inc. such quantities of the products at as low a rate and on as good terms as Diplomat sells similar quantities of the products to the general trade", "probability": 0.005516306052812278 }, { "score": 8.191530227661133, "text": "The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.005411050589957713 }, { "score": 8.17282772064209, "text": "However, notwithstanding the foregoing, if the prepared statement indicates that KI, Inc., received less than all royalties payable to it under this Agreement, and the differential between the royalties received and those payable amounts to more than % of the royalties received, then the cost of such statement shall be borne by Diplomat.", "probability": 0.0053107908549362435 }, { "score": 8.063108444213867, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.004758923487774163 }, { "score": 8.018026351928711, "text": "In the event any sale is made at a special price to any of Diplomat's subsidiaries or to any other person, firm or corporation related in any manner to Diplomat or its officers, directors or major stockholders, there shall be a royalty paid on such sales based upon the price generally charged the trade by Diplomat.\n\n (c) Diplomat agrees to sell to KI, Inc. such quantities of the products at as low a rate and on as good terms as Diplomat sells similar quantities of the products to the general trade", "probability": 0.004549145405477558 }, { "score": 7.82142448425293, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place.", "probability": 0.0037372032018007785 }, { "score": 7.799628257751465, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.0036566275864467735 }, { "score": 7.496167182922363, "text": "If, during the term of this Agreement, Diplomat should utilize the services of any other person to endorse its products, and the public image of such person is so inconsistent with that of KI as to risk damaging the good will of KI's name should KI, Inc. continue to do business with Diplomat, then KI, Inc. shall have the right to terminate this Agreement, subject to the remedial and other provisions of paragraph 14 of this Agreement.", "probability": 0.00269953685562723 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Compete": [ { "text": "", "score": 11.961469650268555, "probability": 0.5590346656198008 }, { "score": 10.874713897705078, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.", "probability": 0.1885674433025193 }, { "score": 9.97494125366211, "text": "Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.07668323366988324 }, { "score": 9.237072944641113, "text": "event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.\n\n\n\n\n\n (c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.036664712462840775 }, { "score": 9.220983505249023, "text": "Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion.", "probability": 0.03607951814217193 }, { "score": 9.157103538513184, "text": "event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.03384683089978876 }, { "score": 8.926993370056152, "text": "Diplomat shall not, without the prior written consent of KI, Inc., sell or distribute such products to jobbers, wholesalers, distributors, retail stores, or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums, give-aways, or similar methods of merchandising.", "probability": 0.02688948195220727 }, { "score": 8.193243026733398, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.012909776096966169 }, { "score": 7.593260288238525, "text": "(c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.007085157640812962 }, { "score": 7.531253814697266, "text": "Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion.", "probability": 0.006659175308231582 }, { "score": 6.632434844970703, "text": "(c) Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.", "probability": 0.002710618071537825 }, { "score": 6.620514392852783, "text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "probability": 0.002678498101235627 }, { "score": 6.335363864898682, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3. Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.0020139655713614737 }, { "score": 6.058023452758789, "text": "event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.\n\n\n\n\n\n (c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall\n\n 9\n\n completely remedy the violation within the twenty-day period and satisfy KI, Inc. that such violation has been remedied.", "probability": 0.0015261760411072946 }, { "score": 6.04127311706543, "text": "If Diplomat shall not have commenced in good faith to manufacture or distribute in commercial quantities sunglasses and ophthalmic frames using KI's name within three months after the date of this Agreement, or if at any time thereafter in any six calendar month period Diplomat fails to sell or distribute sunglasses or ophthalmic frames, or any other product described in subparagraph 2(a) of this Agreement, KI Inc. may give notice of such failure with respect to any such product which has not been so manufactured or distributed during the six calendar month period.", "probability": 0.0015008249921157715 }, { "score": 5.810181140899658, "text": "Diplomat shall not, without the prior written consent of KI, Inc., sell or distribute such products to jobbers, wholesalers, distributors, retail stores, or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums, give-aways, or similar methods of merchandising. In the event any sale is made at a special price to any of Diplomat's subsidiaries or to any other person, firm or corporation related in any manner to Diplomat or its officers, directors or major stockholders, there shall be a royalty paid on such sales based upon the price generally charged the trade by Diplomat.", "probability": 0.0011911544649952795 }, { "score": 5.740121841430664, "text": "(c) Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion.", "probability": 0.0011105592041912409 }, { "score": 5.690441131591797, "text": "If Diplomat shall not have commenced in good faith to manufacture or distribute in commercial quantities sunglasses and ophthalmic frames using KI's name within three months after the date of this Agreement, or if at any time thereafter in any six calendar month period Diplomat fails to sell or distribute sunglasses or ophthalmic frames, or any other product described in subparagraph 2(a) of this Agreement, KI Inc. may give notice of such failure with respect to any such product which has not been so manufactured or distributed during the six calendar month period. In the event that Diplomat does not commence selling such product in commercial quantities within 90 days after such notice, such notice shall be deemed to be a termination of this License with respect to such product.", "probability": 0.0010567339435686453 }, { "score": 5.565634727478027, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.0009327449901701151 }, { "score": 5.482956886291504, "text": "(c) Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion.", "probability": 0.0008587295244942021 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Exclusivity": [ { "score": 14.173583030700684, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement.", "probability": 0.5561158162886428 }, { "score": 12.942112922668457, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement.", "probability": 0.16230973710456365 }, { "score": 12.546947479248047, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement. Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "probability": 0.10932674117677088 }, { "text": "", "score": 12.216402053833008, "probability": 0.07855473149701565 }, { "score": 11.773909568786621, "text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "probability": 0.0504661650802884 }, { "score": 10.438199043273926, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.013271151082623743 }, { "score": 9.806685447692871, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement", "probability": 0.00705741609446484 }, { "score": 9.68768310546875, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement", "probability": 0.0062656143863984845 }, { "score": 9.42708969116211, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement. Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement", "probability": 0.0048282459081895514 }, { "score": 9.207345008850098, "text": "assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.0038757475230906933 }, { "score": 8.654051780700684, "text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement", "probability": 0.002228759884619089 }, { "score": 8.389894485473633, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement,", "probability": 0.0017113594077970227 }, { "score": 7.862504959106445, "text": "Diplomat shall not, without the prior written consent of KI, Inc., sell or distribute such products to jobbers, wholesalers, distributors, retail stores, or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums, give-aways, or similar methods of merchandising.", "probability": 0.0010099476558729237 }, { "score": 7.502616882324219, "text": "assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.\n\n\n\n\n\n (c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0007046954374407529 }, { "score": 7.467383861541748, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement,", "probability": 0.0006802991888843676 }, { "score": 7.133111000061035, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.0004869979061460075 }, { "score": 6.88182258605957, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "probability": 0.0003787860029414322 }, { "score": 6.603314399719238, "text": "Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion.", "probability": 0.0002867076980979402 }, { "score": 6.4973554611206055, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but", "probability": 0.00025788255926427266 }, { "score": 6.15541934967041, "text": "Exclusivity.\n\n The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement.", "probability": 0.00018319811688732277 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.159942626953125, "probability": 0.694590215716898 }, { "score": 11.208263397216797, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.2681758237754875 }, { "score": 8.396784782409668, "text": "Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.016121668061006286 }, { "score": 7.613940715789795, "text": "Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion.", "probability": 0.007369280993066277 }, { "score": 7.400979518890381, "text": "Diplomat shall not, without the prior written consent of KI, Inc., sell or distribute such products to jobbers, wholesalers, distributors, retail stores, or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums, give-aways, or similar methods of merchandising.", "probability": 0.005955760758919445 }, { "score": 6.611570835113525, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.0027045898174751846 }, { "score": 6.230632781982422, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.0018478304275540327 }, { "score": 5.29374361038208, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3. Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.0007240629357284923 }, { "score": 4.8710198402404785, "text": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license.", "probability": 0.0004744491971592245 }, { "score": 4.297216892242432, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.", "probability": 0.0002672946474044991 }, { "score": 4.295774459838867, "text": "(c) Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion.", "probability": 0.0002669093708782573 }, { "score": 4.2125020027160645, "text": "event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.000245583425622042 }, { "score": 4.182451248168945, "text": "(b) If Diplomat files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Diplomat, or if it becomes insolvent, or it makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Diplomat discontinues its business, or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.0002383132427207906 }, { "score": 3.9890382289886475, "text": "Diplomat shall not, without the prior written consent of KI, Inc., sell or distribute such products to jobbers, wholesalers, distributors, retail stores, or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums, give-aways, or similar methods of merchandising. In the event any sale is made at a special price to any of Diplomat's subsidiaries or to any other person, firm or corporation related in any manner to Diplomat or its officers, directors or major stockholders, there shall be a royalty paid on such sales based upon the price generally charged the trade by Diplomat.", "probability": 0.0001964038375158863 }, { "score": 3.979931592941284, "text": "In", "probability": 0.0001946233785497843 }, { "score": 3.9134762287139893, "text": "Diplomat shall not, without the prior written consent of KI, Inc., sell or distribute such products to jobbers, wholesalers, distributors, retail stores, or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums, give-aways, or similar methods of merchandising. In the event any sale is made at a special price to any of Diplomat's subsidiaries or to any other person, firm or corporation related in any manner to Diplomat or its officers, directors or major stockholders, there shall be a royalty paid on such sales based upon the price generally charged the trade by Diplomat.\n\n (c) Diplomat agrees to sell to KI, Inc. such quantities of the products at as low a rate and on as good terms as Diplomat sells similar quantities of the products to the general trade.", "probability": 0.00018211000630713955 }, { "score": 3.830122470855713, "text": "If Diplomat files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Diplomat, or if it becomes insolvent, or it makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Diplomat discontinues its business, or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.00016754587207120427 }, { "score": 3.5669331550598145, "text": "If, during the term of this Agreement, Diplomat should utilize the services of any other person to endorse its products, and the public image of such person is so inconsistent with that of KI as to risk damaging the good will of KI's name should KI, Inc. continue to do business with Diplomat, then KI, Inc. shall have the right to terminate this Agreement, subject to the remedial and other provisions of paragraph 14 of this Agreement.", "probability": 0.00012877515010480985 }, { "score": 3.1249122619628906, "text": "any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 8.276845147825366e-05 }, { "score": 2.8983826637268066, "text": "Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion", "probability": 6.599093405275395e-05 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": [ { "score": 12.517772674560547, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.3652280332352505 }, { "score": 12.090627670288086, "text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "probability": 0.23826342821780547 }, { "text": "", "score": 12.080286979675293, "probability": 0.23581231476659018 }, { "score": 10.938530921936035, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement. Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "probability": 0.07528494298658149 }, { "score": 9.726819038391113, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement.", "probability": 0.022411366673296507 }, { "score": 8.930243492126465, "text": "Diplomat shall not, without the prior written consent of KI, Inc., sell or distribute such products to jobbers, wholesalers, distributors, retail stores, or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums, give-aways, or similar methods of merchandising.", "probability": 0.010104619794486732 }, { "score": 8.768810272216797, "text": "Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.00859825696951652 }, { "score": 8.740869522094727, "text": "shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.008361340445650187 }, { "score": 8.617486953735352, "text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement", "probability": 0.00739080149866228 }, { "score": 8.385072708129883, "text": "Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion.", "probability": 0.005858080209819083 }, { "score": 8.133804321289062, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.004556494390371153 }, { "score": 8.041236877441406, "text": "shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.\n\n\n\n\n\n (c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.004153644368540852 }, { "score": 7.96159553527832, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.", "probability": 0.0038356724609926026 }, { "score": 7.465390205383301, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement. Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement", "probability": 0.002335297840771812 }, { "score": 7.267721176147461, "text": "Diplomat shall not, without the prior written consent of KI, Inc., sell or distribute such products to jobbers, wholesalers, distributors, retail stores, or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums, give-aways, or similar methods of merchandising. In the event any sale is made at a special price to any of Diplomat's subsidiaries or to any other person, firm or corporation related in any manner to Diplomat or its officers, directors or major stockholders, there shall be a royalty paid on such sales based upon the price generally charged the trade by Diplomat.", "probability": 0.0019164421280291138 }, { "score": 6.921099662780762, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0013550642840616987 }, { "score": 6.898972511291504, "text": "(b) If Diplomat files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Diplomat, or if it becomes insolvent, or it makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Diplomat discontinues its business, or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.0013254098651970419 }, { "score": 6.7586140632629395, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement", "probability": 0.0011518430317178226 }, { "score": 6.671730995178223, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.0010559915968412765 }, { "score": 6.618205547332764, "text": "If Diplomat files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Diplomat, or if it becomes insolvent, or it makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Diplomat discontinues its business, or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.0010009552358176779 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.240133285522461, "probability": 0.9937845583803538 }, { "score": 6.280876159667969, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.", "probability": 0.0025657820251071654 }, { "score": 5.855823993682861, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.00167734326069847 }, { "score": 5.833906173706055, "text": "Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.0016409795158008305 }, { "score": 2.9507102966308594, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3. Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 9.182207445411193e-05 }, { "score": 2.785914897918701, "text": "(c) Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.", "probability": 7.787128976230401e-05 }, { "score": 2.602893590927124, "text": "Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion.", "probability": 6.48473486435911e-05 }, { "score": 1.594379186630249, "text": "If, during the term of this Agreement, Diplomat should utilize the services of any other person to endorse its products, and the public image of such person is so inconsistent with that of KI as to risk damaging the good will of KI's name should KI, Inc. continue to do business with Diplomat, then KI, Inc. shall have the right to terminate this Agreement, subject to the remedial and other provisions of paragraph 14 of this Agreement.", "probability": 2.3653748969792638e-05 }, { "score": 0.8193625211715698, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 1.0897189977001293e-05 }, { "score": 0.6171839237213135, "text": "In", "probability": 8.902448562427073e-06 }, { "score": 0.5848053097724915, "text": "(c) Diplomat agrees not to offer for sale, advertise, or publicize any of the products licensed hereunder on radio or television without the prior written approval of KI, Inc., which approval KI, Inc. may grant or withhold in its unfettered discretion.", "probability": 8.618816207468376e-06 }, { "score": 0.5402820110321045, "text": "Notwithstanding", "probability": 8.24349533883973e-06 }, { "score": 0.39809751510620117, "text": "Diplom", "probability": 7.150912347813706e-06 }, { "score": 0.10254251956939697, "text": "event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 5.321126101251963e-06 }, { "score": -0.03714889660477638, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 4.627392515908394e-06 }, { "score": -0.14628809690475464, "text": "(c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 4.148946047985916e-06 }, { "score": -0.1551496982574463, "text": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license.", "probability": 4.112342166114815e-06 }, { "score": -0.17947447299957275, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3.", "probability": 4.013517189709401e-06 }, { "score": -0.2311573028564453, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.\n\n 11. Promotional Material.\n\n (a) In all cases where Diplomat desires artwork to be created involving products that are the subject of this license, the cost of such artwork and the time for the production thereof shall be borne by Diplomat.", "probability": 3.8113563825255886e-06 }, { "score": -0.37679290771484375, "text": "Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 3.294813372804591e-06 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.87268352508545, "probability": 0.3876031613369896 }, { "score": 11.057412147521973, "text": "If, during the term of this Agreement, Diplomat should utilize the services of any other person to endorse its products, and the public image of such person is so inconsistent with that of KI as to risk damaging the good will of KI's name should KI, Inc. continue to do business with Diplomat, then KI, Inc. shall have the right to terminate this Agreement, subject to the remedial and other provisions of paragraph 14 of this Agreement.", "probability": 0.17152184911933957 }, { "score": 10.832087516784668, "text": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license.", "probability": 0.13691852321688092 }, { "score": 10.623059272766113, "text": "Diplomat further agrees that (a) such products will be manufactured, sold and distributed in accordance with all applicable Federal, State and local laws, (b) that the policy of sale, distribution, and/or exploitation by Diplomat shall be to the best advantage of KI, Inc. and KI, and (c) that the latter policy shall in no manner reflect adversely upon the good name of KI and KI, Inc.", "probability": 0.11109189968352226 }, { "score": 10.433900833129883, "text": "If, during the term of this Agreement, Diplomat should utilize the services of any other person to endorse its products, and the public image of such person is so inconsistent with that of KI as to risk damaging the good will of KI's name should KI, Inc. continue to do business with Diplomat, then KI, Inc. shall have the right to terminate this Agreement, subject to the remedial and other provisions of paragraph 14 of this Agreement.", "probability": 0.0919458065468383 }, { "score": 9.352473258972168, "text": "Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.", "probability": 0.031179841182724172 }, { "score": 9.143350601196289, "text": "(c) that the latter policy shall in no manner reflect adversely upon the good name of KI and KI, Inc.", "probability": 0.02529607163359898 }, { "score": 7.7918314933776855, "text": "Diplomat further agrees that (a) such products will be manufactured, sold and distributed in accordance with all applicable Federal, State and local laws, (b) that the policy of sale, distribution, and/or exploitation by Diplomat shall be to the best advantage of KI, Inc. and KI, and (c) that the latter policy shall", "probability": 0.0065478058216175685 }, { "score": 7.78665018081665, "text": "Diplomat further agrees that", "probability": 0.006513967332663041 }, { "score": 7.753146171569824, "text": "Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.0062993388449978155 }, { "score": 7.691342353820801, "text": "Diplomat further agrees that (a) such products will be manufactured, sold and distributed in accordance with all applicable Federal, State and local laws, (b) that the policy of sale, distribution, and/or exploitation by Diplomat shall be to the best advantage of KI, Inc. and KI, and (c) that the latter policy shall in no manner", "probability": 0.005921802417089653 }, { "score": 7.271164894104004, "text": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license", "probability": 0.0038902110287156455 }, { "score": 7.239399433135986, "text": "Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc.", "probability": 0.003768578762159078 }, { "score": 6.510309219360352, "text": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license. KI, Inc. hereby indemnifies Diplomat and undertakes to hold it harmless against only those claims or suits (i) arising solely out of the authorized use of KI's name by Diplomat in accordance with this Agreement and (ii) brought by those persons or entities to whom KI, Inc. has licensed the use of KI's name and likeness. Prompt notice shall be given by Diplomat to KI, Inc. of any such claim or suit.", "probability": 0.0018177650108495362 }, { "score": 6.452415466308594, "text": "the latter policy shall in no manner reflect adversely upon the good name of KI and KI, Inc.", "probability": 0.0017155161156101751 }, { "score": 6.433481216430664, "text": "and (c) that the latter policy shall in no manner reflect adversely upon the good name of KI and KI, Inc.", "probability": 0.0016833396843828562 }, { "score": 6.412292003631592, "text": "If, during the term of this Agreement, Diplomat should utilize the services of any other person to endorse its products,", "probability": 0.0016480462818069686 }, { "score": 6.375180244445801, "text": "If, during the term of this Agreement, Diplomat should utilize the services of any other person to endorse its products, and the public image of such person is so inconsistent with that of KI as to risk damaging the good will of KI's name", "probability": 0.0015880053876214091 }, { "score": 6.3557891845703125, "text": "Diplomat further agrees that (a) such products will be manufactured, sold and distributed in accordance with all applicable Federal, State and local laws, (b) that the policy of sale, distribution, and/or exploitation by Diplomat shall be to the best advantage of KI, Inc. and KI,", "probability": 0.0015575089151133462 }, { "score": 6.312122821807861, "text": "(c) that the latter policy shall", "probability": 0.001490961677479552 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Termination For Convenience": [ { "score": 12.576597213745117, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.535404030860376 }, { "text": "", "score": 11.825294494628906, "probability": 0.25257770416260267 }, { "score": 10.218972206115723, "text": "In the event that Diplomat does not commence selling such product in commercial quantities within 90 days after such notice, such notice shall be deemed to be a termination of this License with respect to such product.", "probability": 0.050673173694761244 }, { "score": 10.213579177856445, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.05040062742249039 }, { "score": 10.148757934570312, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall\n\n 9\n\n completely remedy the violation within the twenty-day period and satisfy KI, Inc. that such violation has been remedied.", "probability": 0.04723723130900026 }, { "score": 9.880804061889648, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3.", "probability": 0.03613379250255483 }, { "score": 8.333799362182617, "text": "(c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.007692330612790996 }, { "score": 7.76017951965332, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.004334490040756882 }, { "score": 7.443774223327637, "text": "completely remedy the violation within the twenty-day period and satisfy KI, Inc. that such violation has been remedied.", "probability": 0.0031588204080893138 }, { "score": 7.381991863250732, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3. Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.0029695674701205625 }, { "score": 7.044515132904053, "text": "The photo sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments.", "probability": 0.002118990039918651 }, { "score": 6.589391231536865, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall\n\n", "probability": 0.0013442223636218923 }, { "score": 6.289003849029541, "text": "The video production sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments.", "probability": 0.0009954387293680683 }, { "score": 6.2006001472473145, "text": "unless Diplomat shall", "probability": 0.0009112159097809255 }, { "score": 6.129821300506592, "text": "The photo sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments.", "probability": 0.0008489506228994933 }, { "score": 6.072917938232422, "text": "In the event that Diplomat does not commence selling such product in commercial quantities within 90 days after such notice, such notice shall be deemed to be a termination of this License with respect to such product", "probability": 0.0008019912224390322 }, { "score": 6.031282424926758, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless", "probability": 0.0007692854907128914 }, { "score": 5.9059600830078125, "text": "(c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall\n\n 9\n\n completely remedy the violation within the twenty-day period and satisfy KI, Inc. that such violation has been remedied.", "probability": 0.0006786732626532485 }, { "score": 5.565144062042236, "text": "and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0004826654613284276 }, { "score": 5.531717777252197, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.00046679841373426027 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.261886596679688, "probability": 0.9676334771916418 }, { "score": 8.401142120361328, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.02037093031410643 }, { "score": 7.277878284454346, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "probability": 0.0066249648359989486 }, { "score": 6.806453227996826, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.00413472163766045 }, { "score": 3.8627820014953613, "text": "Whereas KI, Inc. has the authority to grant the right to use KI's name, likeness and endorsement to Diplomat in connection with the advertisement, promotion and sale of KI Eyewear and desires to do so;\n\n (e) NOW THEREFORE, for and in consideration of the mutual promises and conditions contained in this Agreement, the parties hereby agree as follows.\n\n 2. Grant of License.\n\n (a) Products. Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.00021778406842749292 }, { "score": 3.69315242767334, "text": "KI, Inc. shall have the right to take a physical inventory to ascertain or verify such inventory and statement and refusal by Diplomat to submit to such physical inventory by KI, Inc. shall forfeit Diplomat's right to dispose of such inventory, KI, Inc. retaining all other legal and equitable rights KI, Inc. may have under the circumstances.", "probability": 0.00018380482965915597 }, { "score": 3.5899672508239746, "text": "Failure to reject any product, carton, container, or packing or wrapping within 15 days of receipt of such item or items by KI, Inc. shall be deemed an acceptance of the quality and style of such item or items.", "probability": 0.0001657845923806188 }, { "score": 2.9097676277160645, "text": "Diplomat agrees to sell to KI, Inc. such quantities of the products at as low a rate and on as good terms as Diplomat sells similar quantities of the products to the general trade.", "probability": 8.397252704235896e-05 }, { "score": 2.7953968048095703, "text": "Sixty (60) days before the expiration of this license and, in the event of its termination, ten (10) days after receipt of notice of termination or the happening of the event which terminates this Agreement where no notice is required, a statement showing the number and description of products covered by this Agreement on hand or in process shall be furnished by Diplomat to KI, Inc. KI, Inc. shall have the right to take a physical inventory to ascertain or verify such inventory and statement and refusal by Diplomat to submit to such physical inventory by KI, Inc. shall forfeit Diplomat's right to dispose of such inventory, KI, Inc. retaining all other legal and equitable rights KI, Inc. may have under the circumstances.", "probability": 7.48973765160552e-05 }, { "score": 2.7395179271698, "text": "Whereas KI, Inc. has the authority to grant the right to use KI's name, likeness and endorsement to Diplomat in connection with the advertisement, promotion and sale of KI Eyewear and desires to do so;\n\n (e) NOW THEREFORE, for and in consideration of the mutual promises and conditions contained in this Agreement, the parties hereby agree as follows.\n\n 2. Grant of License.\n\n (a) Products. Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "probability": 7.082697888278161e-05 }, { "score": 2.6305410861968994, "text": "Whereas Diplomat desires to obtain the right to use the name, likeness and endorsement of KI in connection with the advertisement, promotion and sale of KI Eyewear;", "probability": 6.35141772532152e-05 }, { "score": 2.4452219009399414, "text": "Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 5.2770058687376124e-05 }, { "score": 2.3600528240203857, "text": "Whereas Diplomat desires to obtain the right to use the name, likeness and endorsement of KI in connection with the advertisement, promotion and sale of KI Eyewear; and\n\n (d) Whereas KI, Inc. has the authority to grant the right to use KI's name, likeness and endorsement to Diplomat in connection with the advertisement, promotion and sale of KI Eyewear and desires to do so;", "probability": 4.846175269635142e-05 }, { "score": 2.3129591941833496, "text": "Whereas Diplomat desires to obtain the right to use the name, likeness and endorsement of KI in connection with the advertisement, promotion and sale of KI Eyewear; and", "probability": 4.6232418576257355e-05 }, { "score": 2.2955029010772705, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products", "probability": 4.543237513876958e-05 }, { "score": 2.2692267894744873, "text": "(a) Products. Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 4.4254136534332865e-05 }, { "score": 2.1786015033721924, "text": "Upon", "probability": 4.0419953517389084e-05 }, { "score": 2.1691603660583496, "text": "In all cases where Diplomat desires artwork to be created involving products that are the subject of this license, the cost of such artwork and the time for the production thereof shall be borne by Diplomat.", "probability": 4.0040138947993115e-05 }, { "score": 1.8904571533203125, "text": "Sixty (60) days before the expiration of this license and, in the event of its termination, ten (10) days after receipt of notice of termination or the happening of the event which terminates this Agreement where no notice is required, a statement showing the number and description of products covered by this Agreement on hand or in process shall be furnished by Diplomat to KI, Inc.", "probability": 3.0300954447374452e-05 }, { "score": 1.7901742458343506, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.\n\n 3. Terms of Payment.\n\n (a) Rate. Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies.", "probability": 2.7409681885001478e-05 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Change Of Control": [ { "text": "", "score": 12.271411895751953, "probability": 0.9611289393039772 }, { "score": 8.166738510131836, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.015854211683187507 }, { "score": 8.132787704467773, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.", "probability": 0.015324983125284627 }, { "score": 6.351105690002441, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0025800334558495185 }, { "score": 5.97266960144043, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.0017671468161161168 }, { "score": 5.500471115112305, "text": "If Diplomat files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Diplomat, or if it becomes insolvent, or it makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Diplomat discontinues its business, or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.0011020452717644515 }, { "score": 5.333754539489746, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3.", "probability": 0.0009328146255849197 }, { "score": 4.492940902709961, "text": "If Diplomat files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Diplomat, or if it becomes insolvent, or it makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Diplomat discontinues its business, or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary.", "probability": 0.0004023783672102777 }, { "score": 3.909198760986328, "text": "(c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0002244494952060237 }, { "score": 3.624462366104126, "text": "receipt requested, at the addresses of the parties, as set forth above, unless notification of a change of address is given in writing, and the date of mailing shall be deemed the date the notice or statement is given.", "probability": 0.00016883371933677928 }, { "score": 3.2819008827209473, "text": "Diplomat hereby agrees that at the termination or expiration of this Agreement Diplomat will be deemed to have assigned, transferred and conveyed to KI, Inc. any trade rights, equities, good will, titles or other rights in and to KI's name which may have been obtained by Diplomat or which may have vested in Diplomat in pursuance of any endeavors covered by this Agreement, and that Diplomat will execute any instruments requested by KI, Inc. to accomplish or confirm the foregoing.", "probability": 0.00011986340921490785 }, { "score": 3.1127257347106934, "text": "event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.00010120798834195288 }, { "score": 2.687955856323242, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall\n\n 9\n\n completely remedy the violation within the twenty-day period and satisfy KI, Inc. that such violation has been remedied.", "probability": 6.618195293724427e-05 }, { "score": 2.3016536235809326, "text": "Diplomat hereby agrees that at the termination or expiration of this Agreement Diplomat will be deemed to have assigned, transferred and conveyed to KI, Inc. any trade rights, equities, good will, titles or other rights in and to KI's name which may have been obtained by Diplomat or which may have vested in Diplomat in pursuance of any endeavors covered by this Agreement, and that Diplomat will execute any instruments requested by KI, Inc. to accomplish or confirm the foregoing. Any such assignment, transfer, or conveyance shall be without consideration other than the mutual covenants and considerations of this Agreement.", "probability": 4.497494598312424e-05 }, { "score": 2.1981654167175293, "text": "In", "probability": 4.055330866498176e-05 }, { "score": 2.1334049701690674, "text": "(b) If Diplomat files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Diplomat, or if it becomes insolvent, or it makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Diplomat discontinues its business, or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 3.8010290487996244e-05 }, { "score": 1.921067237854004, "text": "Notwithstanding", "probability": 3.0738599977236936e-05 }, { "score": 1.836726427078247, "text": "In the event this license is so terminated,", "probability": 2.8252399224607257e-05 }, { "score": 1.6413203477859497, "text": "unless Diplomat shall", "probability": 2.3237615024772614e-05 }, { "score": 1.5468865633010864, "text": "Sixty (60) days before the expiration of this license and, in the event of its termination, ten (10) days after receipt of notice of termination or the happening of the event which terminates this Agreement where no notice is required, a statement showing the number and description of products covered by this Agreement on hand or in process shall be furnished by Diplomat to KI, Inc.", "probability": 2.1143626625878523e-05 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Anti-Assignment": [ { "score": 13.39277458190918, "text": "This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law.", "probability": 0.42365295610888226 }, { "score": 12.66946029663086, "text": "This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law.\n\n 11\n\n KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.", "probability": 0.20553171132671283 }, { "text": "", "score": 12.187614440917969, "probability": 0.1269450707786559 }, { "score": 11.981073379516602, "text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.", "probability": 0.10325621440196 }, { "score": 11.963128089904785, "text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.", "probability": 0.10141977869811772 }, { "score": 9.489850997924805, "text": "Any such assignment, transfer, or conveyance shall be without consideration other than the mutual covenants and considerations of this Agreement.", "probability": 0.008550510906850323 }, { "score": 9.345386505126953, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.\n\n\n\n\n\n (c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.007400344428750577 }, { "score": 8.778314590454102, "text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat", "probability": 0.004197355268121293 }, { "score": 8.611566543579102, "text": "Diplomat hereby agrees that at the termination or expiration of this Agreement Diplomat will be deemed to have assigned, transferred and conveyed to KI, Inc. any trade rights, equities, good will, titles or other rights in and to KI's name which may have been obtained by Diplomat or which may have vested in Diplomat in pursuance of any endeavors covered by this Agreement, and that Diplomat will execute any instruments requested by KI, Inc. to accomplish or confirm the foregoing.", "probability": 0.0035526953964819022 }, { "score": 8.573125839233398, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.0034187188569396168 }, { "score": 8.19529914855957, "text": "Diplomat hereby agrees that at the termination or expiration of this Agreement Diplomat will be deemed to have assigned, transferred and conveyed to KI, Inc. any trade rights, equities, good will, titles or other rights in and to KI's name which may have been obtained by Diplomat or which may have vested in Diplomat in pursuance of any endeavors covered by this Agreement, and that Diplomat will execute any instruments requested by KI, Inc. to accomplish or confirm the foregoing. Any such assignment, transfer, or conveyance shall be without consideration other than the mutual covenants and considerations of this Agreement.", "probability": 0.0023430164653958805 }, { "score": 7.856482028961182, "text": "This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law.\n\n 11\n\n KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat", "probability": 0.001669663430320805 }, { "score": 7.730320930480957, "text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.\n\n 22. No Waiver, Etc.\n\n None of the terms of this Agreement can be waived or modified except by an express Agreement in writing signed by both parties.", "probability": 0.0014717629514282718 }, { "score": 7.711297512054443, "text": "It is agreed that nothing contained in this Agreement shall be construed as an assignment or grant to Diplomat of any right, title or interest in or to KI's name, it being understood that all rights relating thereto are reserved by KI, Inc., except for the license hereunder to Diplomat of the right to use and utilize KI's name only as specifically and expressly provided in this Agreement.", "probability": 0.0014440296167575455 }, { "score": 7.7082600593566895, "text": "Any such assignment, transfer, or conveyance shall be without consideration other than the mutual covenants and considerations of this Agreement.", "probability": 0.0014396500997575139 }, { "score": 7.515532493591309, "text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.\n\n 22. No Waiver, Etc.\n\n None of the terms of this Agreement can be waived or modified except by an express Agreement in writing signed by both parties. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all of such rights. No person, firm, group or corporation (whether included in KI's name or otherwise) other than Diplomat and KI, Inc. shall be deemed to have acquired any rights by reason of anything contained in this Agreement, except as provided in paragraphs 8 and 22.", "probability": 0.0011872889704230304 }, { "score": 7.451284408569336, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0011134067363440464 }, { "score": 7.168094635009766, "text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat", "probability": 0.0008388148077941551 }, { "score": 6.22524881362915, "text": "21. No Assignment or Sublicense by Diplomat.\n\n This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law.", "probability": 0.00032673326381419673 }, { "score": 5.917899131774902, "text": "(c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.00024027748649232576 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": [ { "score": 13.645252227783203, "text": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies.", "probability": 0.5006534306498985 }, { "text": "", "score": 12.097312927246094, "probability": 0.10648187746105663 }, { "score": 11.838050842285156, "text": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies. The term \"net wholesale volume\" shall mean gross sales to all customers; less returns, trade discounts and cash discounts; but no deduction shall be made for other discounts or uncollectible accounts. No costs incurred in the manufacture, sale, distribution, or exploitation of the products covered by this Agreement shall be deducted from any royalty payable by Diplomat.\n\n (b) Minimum Royalties. Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:", "probability": 0.08216362788806057 }, { "score": 11.26021957397461, "text": "In the event any sale is made at a special price to any of Diplomat's subsidiaries or to any other person, firm or corporation related in any manner to Diplomat or its officers, directors or major stockholders, there shall be a royalty paid on such sales based upon the price generally charged the trade by Diplomat.", "probability": 0.046103158083136454 }, { "score": 11.109964370727539, "text": "Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:", "probability": 0.039671230381754546 }, { "score": 10.955301284790039, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.033986492406905364 }, { "score": 10.835082054138184, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed.", "probability": 0.030136707073810973 }, { "score": 10.813372611999512, "text": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies", "probability": 0.029489506574827722 }, { "score": 10.642675399780273, "text": "Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:\n\n (1) 1st License Year (8/1/95 - 1/30/97): $ (2) 2nd License Year (2/1/97 - 1/30/98): $ (3) 3rd License Year (2/1/98 - 1/30/99): $ (4) 4th License Year (2/1/99 - 1/30/2000): $\n\n\n\n\n\nThe minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed.", "probability": 0.024861919078040275 }, { "score": 10.504977226257324, "text": "Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:", "probability": 0.021663722881653077 }, { "score": 10.387489318847656, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.019262326579342053 }, { "score": 10.086015701293945, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed.", "probability": 0.014248869639617455 }, { "score": 9.75283145904541, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.010211283534926237 }, { "score": 9.472526550292969, "text": "The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.007715169293773978 }, { "score": 9.359007835388184, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year.", "probability": 0.006887235109419317 }, { "score": 9.333622932434082, "text": "Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:\n\n (1) 1st License Year (8/1/95 - 1/30/97): $ (2) 2nd License Year (2/1/97 - 1/30/98): $ (3) 3rd License Year (2/1/98 - 1/30/99): $ (4) 4th License Year (2/1/99 - 1/30/2000): $", "probability": 0.006714603700437235 }, { "score": 9.185020446777344, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.005787395282523178 }, { "score": 9.024009704589844, "text": "In recognition of SW's expenses in connection with the above photo sessions, Diplomat shall pay SW the sum of $ per day for each day (or partial day) of such photo sessions.", "probability": 0.0049267107924395636 }, { "score": 8.968792915344238, "text": "In the event any sale is made at a special price to any of Diplomat's subsidiaries or to any other person, firm or corporation related in any manner to Diplomat or its officers, directors or major stockholders, there shall be a royalty paid on such sales based upon the price generally charged the trade by Diplomat.\n\n (c) Diplomat agrees to sell to KI, Inc. such quantities of the products at as low a rate and on as good terms as Diplomat sells similar quantities of the products to the general trade.", "probability": 0.004662047801919839 }, { "score": 8.904715538024902, "text": "The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.004372685786457085 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Price Restrictions": [ { "score": 13.69234848022461, "text": "From time to time after Diplomat has commenced selling the products, and upon KI, Inc.'s written request, Diplomat shall furnish without cost to KI, Inc. not more than ten (10) additional random samples of each product being manufactured and sold by Diplomat under this Agreement, together with any containers and packing and wrapping material used in connection with such products.", "probability": 0.17113162058649786 }, { "score": 13.345152854919434, "text": "From time to time after Diplomat has commenced selling the products, and upon KI, Inc.'s written request, Diplomat shall furnish without cost to KI, Inc. not more than ten (10) additional random samples of each product being manufactured and sold by Diplomat under this Agreement, together with any containers and packing and wrapping material used in connection with such products.", "probability": 0.12093308137880901 }, { "score": 13.11005973815918, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place.", "probability": 0.0955972667716332 }, { "score": 13.0720853805542, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The video production sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The video production sessions shall be up to two (2) consecutive days", "probability": 0.09203508580464764 }, { "score": 12.941555976867676, "text": "The video production sessions shall be up to two (2) consecutive days", "probability": 0.08077281558207679 }, { "score": 12.642375946044922, "text": "The video production sessions shall be up to two (2) consecutive days", "probability": 0.05988705893439472 }, { "score": 12.495379447937012, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The video production sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The video production sessions shall be up to two (2) consecutive days\n\n 4\n\nin duration, each day to consist of no more than eight (8) working hours.", "probability": 0.051700318351858024 }, { "score": 12.364850044250488, "text": "The video production sessions shall be up to two (2) consecutive days\n\n 4\n\nin duration, each day to consist of no more than eight (8) working hours.", "probability": 0.0453737859128329 }, { "score": 12.105798721313477, "text": "KI will participate in up to two (2) photo sessions per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place.", "probability": 0.03501873529971324 }, { "text": "", "score": 12.059688568115234, "probability": 0.03344067787356874 }, { "score": 11.998607635498047, "text": "wholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.03145922071721643 }, { "score": 11.949773788452148, "text": "The video production sessions shall be up to two (2) consecutive days\n\n 4\n\nin duration, each day to consist of no more than eight (8) working hours.", "probability": 0.029959853826646485 }, { "score": 11.848638534545898, "text": "The photo sessions shall be up to two (2) consecutive days in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.027078038876117306 }, { "score": 11.76014518737793, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.024784778104357617 }, { "score": 11.69561767578125, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.023235985288957248 }, { "score": 11.646818161010742, "text": "in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.0221293028757562 }, { "score": 11.571080207824707, "text": "in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.020515171776202032 }, { "score": 11.161382675170898, "text": "wholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.013619017566051687 }, { "score": 10.92506217956543, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on", "probability": 0.010752590161426604 }, { "score": 10.908464431762695, "text": "KI will make one (1) personal appearance per License Year during the period of this Agreement on behalf of Diplomat at the Vision Expo in New York, New York, subject to the terms of this paragraph.", "probability": 0.010575594311236128 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Minimum Commitment": [ { "score": 14.113412857055664, "text": "From time to time after Diplomat has commenced selling the products, and upon KI, Inc.'s written request, Diplomat shall furnish without cost to KI, Inc. not more than ten (10) additional random samples of each product being manufactured and sold by Diplomat under this Agreement, together with any containers and packing and wrapping material used in connection with such products.", "probability": 0.20654709444121755 }, { "score": 13.831616401672363, "text": "From time to time after Diplomat has commenced selling the products, and upon KI, Inc.'s written request, Diplomat shall furnish without cost to KI, Inc. not more than ten (10) additional random samples of each product being manufactured and sold by Diplomat under this Agreement, together with any containers and packing and wrapping material used in connection with such products.", "probability": 0.15582475201547955 }, { "score": 12.777946472167969, "text": "Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:", "probability": 0.05432921228570014 }, { "score": 12.643267631530762, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.04748354457987021 }, { "score": 12.623159408569336, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place.", "probability": 0.046538270619082105 }, { "score": 12.622297286987305, "text": "wholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.04649816626149106 }, { "score": 12.561988830566406, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.04377681853821656 }, { "score": 12.505559921264648, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed.", "probability": 0.041374945267493406 }, { "score": 12.44562816619873, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The video production sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The video production sessions shall be up to two (2) consecutive days", "probability": 0.03896811531763348 }, { "score": 12.422855377197266, "text": "The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.03809073081311752 }, { "score": 12.341577529907227, "text": "The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.03511727306358067 }, { "score": 12.30006217956543, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year.", "probability": 0.033689215427610254 }, { "score": 12.271255493164062, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.032732585583683325 }, { "text": "", "score": 12.255439758300781, "probability": 0.032218968014554636 }, { "score": 12.189976692199707, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.03017736927733513 }, { "score": 12.079649925231934, "text": "The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year.", "probability": 0.027025085163971473 }, { "score": 12.023387908935547, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.025546581175725516 }, { "score": 11.9024076461792, "text": "Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:", "probability": 0.022635585232840934 }, { "score": 11.844949722290039, "text": "wholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.0213716507370601 }, { "score": 11.781314849853516, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.020054036184336134 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Volume Restriction": [ { "score": 14.401309967041016, "text": "From time to time after Diplomat has commenced selling the products, and upon KI, Inc.'s written request, Diplomat shall furnish without cost to KI, Inc. not more than ten (10) additional random samples of each product being manufactured and sold by Diplomat under this Agreement, together with any containers and packing and wrapping material used in connection with such products.", "probability": 0.14236043394695588 }, { "score": 14.136946678161621, "text": "From time to time after Diplomat has commenced selling the products, and upon KI, Inc.'s written request, Diplomat shall furnish without cost to KI, Inc. not more than ten (10) additional random samples of each product being manufactured and sold by Diplomat under this Agreement, together with any containers and packing and wrapping material used in connection with such products.", "probability": 0.10928933555225424 }, { "score": 14.022427558898926, "text": "The video production sessions shall be up to two (2) consecutive days", "probability": 0.09746367073594688 }, { "score": 13.754314422607422, "text": "The photo sessions shall be up to two (2) consecutive days in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.07454228620586978 }, { "score": 13.48000431060791, "text": "The video production sessions shall be up to two (2) consecutive days\n\n 4\n\nin duration, each day to consist of no more than eight (8) working hours.", "probability": 0.05665931770656522 }, { "score": 13.461929321289062, "text": "KI will participate in up to two (2) photo sessions per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place.", "probability": 0.055644401079203216 }, { "score": 13.354013442993164, "text": "in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.049952151878938596 }, { "score": 13.342419624328613, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place.", "probability": 0.049376359951401425 }, { "score": 13.293038368225098, "text": "The video production sessions shall be up to two (2) consecutive days", "probability": 0.04699731676894821 }, { "score": 13.267366409301758, "text": "The video production sessions shall be up to two (2) consecutive days\n\n 4\n\nin duration, each day to consist of no more than eight (8) working hours.", "probability": 0.04580615868270327 }, { "score": 13.161191940307617, "text": "wholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.041192000798987306 }, { "score": 13.090171813964844, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The video production sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The video production sessions shall be up to two (2) consecutive days", "probability": 0.03836800678931891 }, { "score": 13.064499855041504, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The video production sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The video production sessions shall be up to two (2) consecutive days\n\n 4\n\nin duration, each day to consist of no more than eight (8) working hours.", "probability": 0.03739556060127624 }, { "score": 13.037445068359375, "text": "KI will participate in up to two (2) photo sessions per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The photo sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The photo sessions shall be up to two (2) consecutive days in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.036397395147212706 }, { "score": 12.98205280303955, "text": "The photo sessions shall be up to two (2) consecutive days in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.0344360832001187 }, { "score": 12.870504379272461, "text": "in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.030801288425623123 }, { "score": 12.237106323242188, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.016348864821824547 }, { "text": "", "score": 12.144464492797852, "probability": 0.01490231596299268 }, { "score": 11.896468162536621, "text": "Such appearance shall be for the purpose of signing autographs, shall last for a period of up to three (3) hours, and shall be subject to KI's schedule and availability.", "probability": 0.011629213115688236 }, { "score": 11.788385391235352, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.010437838628170562 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.243478775024414, "probability": 0.2027899417538333 }, { "score": 11.621969223022461, "text": "The video production sessions shall be produced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the video production sessions shall be the property of SW.", "probability": 0.1089251687910748 }, { "score": 11.407279968261719, "text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.", "probability": 0.08787996654702278 }, { "score": 11.354930877685547, "text": "The photo shoots shall be\n\n\n\n\n\nproduced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the photo sessions shall be the property of SW.", "probability": 0.08339787056738827 }, { "score": 11.315974235534668, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.\n\n 11. Promotional Material.\n\n (a) In all cases where Diplomat desires artwork to be created involving products that are the subject of this license, the cost of such artwork and the time for the production thereof shall be borne by Diplomat. All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.08021143887955354 }, { "score": 11.082350730895996, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.06350017294790901 }, { "score": 10.922261238098145, "text": "The photo shoots shall be", "probability": 0.0541064356228606 }, { "score": 10.674847602844238, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.042247260076176324 }, { "score": 10.660942077636719, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.", "probability": 0.04166385541111659 }, { "score": 10.618444442749023, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.039930336222475306 }, { "score": 10.471664428710938, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.03447920288345493 }, { "score": 10.389212608337402, "text": "The video production sessions shall be produced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the video production sessions shall be the property of SW.", "probability": 0.0317503740675832 }, { "score": 10.329660415649414, "text": "This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law.\n\n 11\n\n KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.", "probability": 0.02991476927832546 }, { "score": 10.215893745422363, "text": "produced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the photo sessions shall be the property of SW.", "probability": 0.02669791957978831 }, { "score": 9.603679656982422, "text": "Diplomat hereby agrees that at the termination or expiration of this Agreement Diplomat will be deemed to have assigned, transferred and conveyed to KI, Inc. any trade rights, equities, good will, titles or other rights in and to KI's name which may have been obtained by Diplomat or which may have vested in Diplomat in pursuance of any endeavors covered by this Agreement, and that Diplomat will execute any instruments requested by KI, Inc. to accomplish or confirm the foregoing.", "probability": 0.014474255021484235 }, { "score": 9.59271240234375, "text": "The video production sessions shall be produced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the video production sessions shall be the property of SW", "probability": 0.014316379493959069 }, { "score": 9.525379180908203, "text": "Any such assignment, transfer, or conveyance shall be without consideration other than the mutual covenants and considerations of this Agreement.\n\n (c) Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.\n\n 11. Promotional Material.\n\n (a) In all cases where Diplomat desires artwork to be created involving products that are the subject of this license, the cost of such artwork and the time for the production thereof shall be borne by Diplomat. All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.013384148774851196 }, { "score": 9.419209480285645, "text": "This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law.", "probability": 0.01203599061319833 }, { "score": 9.227899551391602, "text": "In all cases where Diplomat desires artwork to be created involving products that are the subject of this license, the cost of such artwork and the time for the production thereof shall be borne by Diplomat. All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.009940242830319185 }, { "score": 9.054080963134766, "text": "The photo shoots shall be\n\n\n\n\n\nproduced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the photo sessions shall be the property of SW", "probability": 0.00835427063762578 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.195488929748535, "probability": 0.9635989573406232 }, { "score": 7.902427673339844, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.01316568643227074 }, { "score": 7.347879409790039, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.0075614704007713335 }, { "score": 6.6574554443359375, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.0037910449871066585 }, { "score": 6.485651016235352, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.0031926052465088 }, { "score": 6.13470458984375, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others", "probability": 0.0022476626381889193 }, { "score": 5.865368843078613, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.\n\n (b) KI, Inc. shall have the right, but shall not be under any", "probability": 0.0017169596855004879 }, { "score": 5.831109523773193, "text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.", "probability": 0.0016591340053479795 }, { "score": 4.899890422821045, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others", "probability": 0.000653819919274211 }, { "score": 4.794960975646973, "text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.\n\n 22. No Waiver, Etc.\n\n None of the terms of this Agreement can be waived or modified except by an express Agreement in writing signed by both parties. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all of such rights. No person, firm, group or corporation (whether included in KI's name or otherwise) other than Diplomat and KI, Inc. shall be deemed to have acquired any rights by reason of anything contained in this Agreement, except as provided in paragraphs 8 and 22.", "probability": 0.0005886916390715503 }, { "score": 4.717927932739258, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others", "probability": 0.0005450456053301353 }, { "score": 4.448592185974121, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others.\n\n (b) KI, Inc. shall have the right, but shall not be under any", "probability": 0.0004163531106541421 }, { "score": 3.720911979675293, "text": "KI, Inc. shall have the right, but shall not be under any", "probability": 0.00020111030077162655 }, { "score": 3.397601366043091, "text": "The photo shoots shall be\n\n\n\n\n\nproduced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the photo sessions shall be the property of SW.", "probability": 0.00014555338171586864 }, { "score": 3.1158688068389893, "text": "In all cases where Diplomat desires artwork to be created involving products that are the subject of this license, the cost of such artwork and the time for the production thereof shall be borne by Diplomat. All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.00010981645099519863 }, { "score": 3.0845210552215576, "text": "No person, firm, group or corporation (whether included in KI's name or otherwise) other than Diplomat and KI, Inc. shall be deemed to have acquired any rights by reason of anything contained in this Agreement, except as provided in paragraphs 8 and 22.", "probability": 0.00010642735004269028 }, { "score": 2.9440643787384033, "text": "In all cases where Diplomat desires artwork to be created involving products that are the subject of this license, the cost of such artwork and the time for the production thereof shall be borne by Diplomat. All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 9.248124957436275e-05 }, { "score": 2.6971781253814697, "text": "property of SW,", "probability": 7.22490850546832e-05 }, { "score": 2.6651699542999268, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.\n\n (b) KI, Inc. shall have the right, but shall not be under", "probability": 6.997314266606999e-05 }, { "score": 2.5907998085021973, "text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.\n\n 22. No Waiver, Etc.\n\n None of the terms of this Agreement can be waived or modified except by an express Agreement in writing signed by both parties.", "probability": 6.495802853137657e-05 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__License Grant": [ { "score": 12.649580001831055, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "probability": 0.3995346334679871 }, { "score": 12.263578414916992, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "probability": 0.27159143682741566 }, { "text": "", "score": 11.873117446899414, "probability": 0.1837981047800711 }, { "score": 10.842430114746094, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.", "probability": 0.06557211742871369 }, { "score": 9.563069343566895, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.018243152337230634 }, { "score": 9.403630256652832, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.015554511237784273 }, { "score": 9.20807933807373, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "probability": 0.012791741785786357 }, { "score": 8.95908260345459, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and", "probability": 0.009972218283944833 }, { "score": 8.786347389221191, "text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "probability": 0.00839022922124378 }, { "score": 8.255438804626465, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.\n\n (b) Territory. The license hereby granted extends worldwide.", "probability": 0.004934045581351433 }, { "score": 8.24914836883545, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.0049031056991263745 }, { "score": 6.363733768463135, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree", "probability": 0.0007441253479711376 }, { "score": 6.347265243530273, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.0007319710574414119 }, { "score": 6.233292102813721, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.0006531245416993641 }, { "score": 6.129976749420166, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.\n\n\n\n\n\n (c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0005890154887852899 }, { "score": 6.022905349731445, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.0005292077518448058 }, { "score": 5.7880353927612305, "text": "Whereas KI, Inc. has the authority to grant the right to use KI's name, likeness and endorsement to Diplomat in connection with the advertisement, promotion and sale of KI Eyewear and desires to do so;\n\n (e) NOW THEREFORE, for and in consideration of the mutual promises and conditions contained in this Agreement, the parties hereby agree as follows.\n\n 2. Grant of License.\n\n (a) Products. Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.000418430632455334 }, { "score": 5.695223808288574, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc", "probability": 0.0003813431168140635 }, { "score": 5.610363960266113, "text": "(1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.", "probability": 0.0003503174316060555 }, { "score": 5.510955810546875, "text": "The license hereby granted extends worldwide.", "probability": 0.00031716798072694007 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.041425704956055, "probability": 0.8799235040771989 }, { "score": 8.82210636138916, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.", "probability": 0.03518133312325166 }, { "score": 8.258003234863281, "text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "probability": 0.020013609285458825 }, { "score": 7.789434909820557, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "probability": 0.012526472204906198 }, { "score": 7.686901092529297, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.011305737769743876 }, { "score": 7.556689262390137, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.009925413954276605 }, { "score": 7.509272575378418, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.009465767285483526 }, { "score": 7.031797885894775, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "probability": 0.005872069678360301 }, { "score": 6.790929794311523, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.\n\n (b) Territory. The license hereby granted extends worldwide.", "probability": 0.004615125520059357 }, { "score": 6.492273807525635, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and", "probability": 0.003423567304958003 }, { "score": 6.299004554748535, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.002821909620888478 }, { "score": 5.870858192443848, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement. Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "probability": 0.0018390837101958178 }, { "score": 5.239694118499756, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others", "probability": 0.0009783413805891648 }, { "score": 4.648792266845703, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree", "probability": 0.0005418324481435402 }, { "score": 4.102215766906738, "text": "(2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.", "probability": 0.0003136821830502591 }, { "score": 4.056362152099609, "text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement", "probability": 0.00029962350483902773 }, { "score": 3.9497480392456055, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.00026932331968664643 }, { "score": 3.890103816986084, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement.", "probability": 0.00025372940576638177 }, { "score": 3.7904787063598633, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others", "probability": 0.00022966994507821247 }, { "score": 3.6531736850738525, "text": "Upon and after the expiration or termination of this license, all rights granted to Diplomat hereunder shall forthwith revert to KI, Inc., who shall be free to license others to use KI's name in connection with the manufacture, sale and distribution of the products covered hereby, and Diplomat will refrain from further use of KI's name or any further reference to it, direct or indirect, or anything deemed by KI, Inc. to be similar to the KI's name, in connection with the manufacture, sale or distribution of Diplomat's products, except as provided in paragraph 17.", "probability": 0.00020020427806498954 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.205913543701172, "probability": 0.4723330887821807 }, { "score": 11.39430046081543, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "probability": 0.20978251482667282 }, { "score": 10.657815933227539, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.", "probability": 0.10044264045247167 }, { "score": 10.534448623657227, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.08878515949498116 }, { "score": 9.643684387207031, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.036432282985045354 }, { "score": 9.643365859985352, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.03642068015917273 }, { "score": 9.216293334960938, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.023761442989484457 }, { "score": 8.983657836914062, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "probability": 0.01882957414205326 }, { "score": 7.1691741943359375, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others", "probability": 0.0030677521168447942 }, { "score": 6.629003524780273, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree", "probability": 0.0017874221002386957 }, { "score": 6.280580520629883, "text": "In all cases where Diplomat desires artwork to be created involving products that are the subject of this license, the cost of such artwork and the time for the production thereof shall be borne by Diplomat. All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.0012615629770407985 }, { "score": 6.280261039733887, "text": "In all cases where Diplomat desires artwork to be created involving products that are the subject of this license, the cost of such artwork and the time for the production thereof shall be borne by Diplomat. All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.0012611599961463143 }, { "score": 6.278409957885742, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others", "probability": 0.001258827645122148 }, { "score": 6.148105144500732, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and", "probability": 0.0011050339230273894 }, { "score": 5.791718006134033, "text": "The video production sessions shall be produced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the video production sessions shall be the property of SW.", "probability": 0.000773746402602757 }, { "score": 5.669373512268066, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.\n\n 6. Good Will, Etc.\n\n Diplomat recognizes the great value of the good will associated with KI's name and acknowledges that (a) KI's name, and all rights and good will pertaining to KI's name, belong exclusively to KI, Inc. and (b) that KI's name has a secondary meaning in the mind of the public.", "probability": 0.0006846444694484071 }, { "score": 5.637505054473877, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.\n\n (b) KI, Inc. shall have the right, but shall not be under any\n\n\n\n\n\n obligation, to use KI's name and/or the name of Diplomat so as to give KI's name, KI, Inc., or KI, Inc.'s programs full and favorable prominence", "probability": 0.0006631699041396405 }, { "score": 5.422830581665039, "text": "(2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.", "probability": 0.0005350481539438326 }, { "score": 5.238956928253174, "text": "Upon and after the expiration or termination of this license, all rights granted to Diplomat hereunder shall forthwith revert to KI, Inc., who shall be free to license others to use KI's name in connection with the manufacture, sale and distribution of the products covered hereby, and Diplomat will refrain from further use of KI's name or any further reference to it, direct or indirect, or anything deemed by KI, Inc. to be similar to the KI's name, in connection with the manufacture, sale or distribution of Diplomat's products, except as provided in paragraph 17.", "probability": 0.00044518195970577444 }, { "score": 5.051450729370117, "text": "(1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.", "probability": 0.0003690665196774142 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.25602912902832, "probability": 0.8658125445042871 }, { "score": 10.08784294128418, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "probability": 0.09903588270947358 }, { "score": 8.215750694274902, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.015231870696366322 }, { "score": 7.592369556427002, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.00816624219344206 }, { "score": 7.436238765716553, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "probability": 0.006985789823228112 }, { "score": 5.958786964416504, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and", "probability": 0.0015942864338032642 }, { "score": 5.421339988708496, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.\n\n (b) KI, Inc. shall have the right, but shall not be under any\n\n\n\n\n\n obligation, to use KI's name and/or the name of Diplomat so as to give KI's name, KI, Inc., or KI, Inc.'s programs full and favorable prominence and publicity.", "probability": 0.0009314425956972126 }, { "score": 4.976489067077637, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others", "probability": 0.0005969800172272881 }, { "score": 4.859225749969482, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.000530924763958652 }, { "score": 4.02598237991333, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 0.00023075971023446123 }, { "score": 3.931548595428467, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.\n\n 6. Good Will, Etc.\n\n Diplomat recognizes the great value of the good will associated with KI's name and acknowledges that (a) KI's name, and all rights and good will pertaining to KI's name, belong exclusively to KI, Inc. and (b) that KI's name has a secondary meaning in the mind of the public.", "probability": 0.0002099654869181701 }, { "score": 3.6104679107666016, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.\n\n 6. Good Will, Etc.\n\n Diplomat recognizes the great value of the good will associated with KI's name and acknowledges that (a) KI's name, and all rights and good will pertaining to KI's name, belong exclusively to KI, Inc.", "probability": 0.000152301557220505 }, { "score": 3.530710220336914, "text": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies.", "probability": 0.0001406261279790103 }, { "score": 3.1551876068115234, "text": "KI, Inc.", "probability": 9.660033224339702e-05 }, { "score": 2.793504238128662, "text": "KI, Inc. shall have the right, but shall not be under any\n\n\n\n\n\n obligation, to use KI's name and/or the name of Diplomat so as to give KI's name, KI, Inc., or KI, Inc.'s programs full and favorable prominence and publicity.", "probability": 6.728240841397448e-05 }, { "score": 2.6881961822509766, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others.\n\n (b) KI, Inc. shall have the right, but shall not be under any\n\n\n\n\n\n obligation, to use KI's name and/or the name of Diplomat so as to give KI's name, KI, Inc., or KI, Inc.'s programs full and favorable prominence and publicity.", "probability": 6.055734431421936e-05 }, { "score": 2.3106443881988525, "text": "Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "probability": 4.151434216925491e-05 }, { "score": 2.243345260620117, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the\n\n 7\n\n property of SW, and SW shall be entitled to use the same and to license the use of the same by others", "probability": 3.881240198692115e-05 }, { "score": 2.227257013320923, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc", "probability": 3.8192974576722623e-05 }, { "score": 2.206906318664551, "text": "Upon", "probability": 3.742357645988443e-05 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.854238510131836, "probability": 0.2725026123544523 }, { "score": 11.694700241088867, "text": "KI will participate in up to two (2) photo sessions per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place.", "probability": 0.23231865254785897 }, { "score": 11.140337944030762, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place.", "probability": 0.13345277028094962 }, { "score": 10.958064079284668, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The video production sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The video production sessions shall be up to two (2) consecutive days", "probability": 0.1112159458905256 }, { "score": 10.118871688842773, "text": "in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.04805188570994351 }, { "score": 10.007368087768555, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The video production sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The video production sessions shall be up to two (2) consecutive days\n\n 4\n\nin duration, each day to consist of no more than eight (8) working hours.", "probability": 0.042981843327151596 }, { "score": 9.941357612609863, "text": "KI will participate in up to two (2) photo sessions per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place", "probability": 0.040236208659814976 }, { "score": 9.63817310333252, "text": "The video production sessions shall be up to two (2) consecutive days", "probability": 0.02971294453778911 }, { "score": 9.467577934265137, "text": "in duration, each day to consist of no more than eight (8) working hours. The video production sessions shall be produced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the video production sessions shall be the property of SW. In recognition of SW's expenses in connection with such video production sessions, Diplomat shall pay SW a sum per day for each day (or partial day) of such sessions, such sum to be agreed upon by the parties. It is understood by the parties that such sum shall include all expenses required to provide Diplomat with an acceptable video (excluding travel expenses of KI, as set forth in this Agreement).\n\n (f) Scope of License. The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "probability": 0.025052850784107183 }, { "score": 8.687477111816406, "text": "The video production sessions shall be up to two (2) consecutive days\n\n 4\n\nin duration, each day to consist of no more than eight (8) working hours.", "probability": 0.01148321957508427 }, { "score": 8.562187194824219, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place", "probability": 0.010130968141094729 }, { "score": 8.412014961242676, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "probability": 0.008718303374014217 }, { "score": 8.194618225097656, "text": "Such appearance shall be for the purpose of signing autographs, shall last for a period of up to three (3) hours, and shall be subject to KI's schedule and availability.", "probability": 0.007014840074488456 }, { "score": 8.085174560546875, "text": "in duration, each day to consist of no more than eight (8) working hours. The video production sessions shall be produced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the video production sessions shall be the property of SW. In recognition of SW's expenses in connection with such video production sessions, Diplomat shall pay SW a sum per day for each day (or partial day) of such sessions, such sum to be agreed upon by the parties.", "probability": 0.006287630251114004 }, { "score": 7.845751762390137, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and", "probability": 0.004948880814508537 }, { "score": 7.696837425231934, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "probability": 0.00426416812821127 }, { "score": 7.58801794052124, "text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The video production sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The video production sessions shall be up to two (2) consecutive days\n\n 4\n\nin duration, each day to consist of no more than eight (8) working hours", "probability": 0.003824499584234081 }, { "score": 7.289285659790039, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.0028368530316337146 }, { "score": 7.165267467498779, "text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "probability": 0.0025059731898834903 }, { "score": 7.146324634552002, "text": "in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.002458949743140356 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.16319465637207, "probability": 0.9405363240107775 }, { "score": 8.828227996826172, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.03349792881394903 }, { "score": 7.864617347717285, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.012779891529087335 }, { "score": 6.935513496398926, "text": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "probability": 0.0050468743448156056 }, { "score": 6.635242462158203, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.", "probability": 0.003737803262160282 }, { "score": 5.594902515411377, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 0.0013206950209545209 }, { "score": 5.150942325592041, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "probability": 0.0008472139144687892 }, { "score": 5.103187561035156, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.\n\n (b) Territory. The license hereby granted extends worldwide.", "probability": 0.0008077062606792261 }, { "score": 5.060731410980225, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and", "probability": 0.0007741319240746468 }, { "score": 3.799004316329956, "text": "property of SW, and SW shall be entitled to use the same and to license the use of the same by others.", "probability": 0.00021920671943402418 }, { "score": 2.6118781566619873, "text": "(2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.", "probability": 6.687926970862378e-05 }, { "score": 2.4602129459381104, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.\n\n 14. Bankruptcy, Violation, Etc.\n\n (a) If Diplomat shall not have commenced in good faith to manufacture or distribute in commercial quantities sunglasses and ophthalmic frames using KI's name within three months after the date of this Agreement, or if at any time thereafter in any six calendar month period Diplomat fails to sell or distribute sunglasses or ophthalmic frames, or any other product described in subparagraph 2(a) of this Agreement, KI Inc. may give notice of such failure with respect to any such product which has not been so manufactured or distributed during the six calendar month period.", "probability": 5.746774526882766e-05 }, { "score": 2.3811612129211426, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree", "probability": 5.309974391522727e-05 }, { "score": 2.2349369525909424, "text": "The license hereby granted extends worldwide.", "probability": 4.587626336179892e-05 }, { "score": 2.165107488632202, "text": "In", "probability": 4.2782039696536e-05 }, { "score": 2.132398843765259, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license", "probability": 4.1405334963911386e-05 }, { "score": 2.0485918521881104, "text": "(1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n (3) such other optical accessories as the parties shall agree.", "probability": 3.807670755100432e-05 }, { "score": 1.8262028694152832, "text": "All artwork and designs involving KI's name, or any reproduction thereof, shall, notwithstanding their invention or use by Diplomat, be and remain the", "probability": 3.0484359903477085e-05 }, { "score": 1.8131630420684814, "text": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement.", "probability": 3.008942962095773e-05 }, { "score": 1.6695175170898438, "text": "In", "probability": 2.6063305608422518e-05 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.322551727294922, "probability": 0.9989390369136464 }, { "score": 5.324067115783691, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.0009122959282276401 }, { "score": 2.4172167778015137, "text": "Diplomat shall be released from its obligations hereunder and this license shall terminate in the event that governmental regulations or other\n\n\n\n\n\ncauses arising out of a state of national emergency, war, or causes beyond the control of the parties render performance impossible and one party so informs the other in writing of such causes and its desire to be so released.", "probability": 4.98547651777206e-05 }, { "score": 1.3062050342559814, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 1.6413469990841164e-05 }, { "score": 1.2789908647537231, "text": "Diplomat shall be released from its obligations hereunder and this license shall terminate in the event that governmental regulations or other\n\n\n\n\n\ncauses arising out of a state of national emergency, war, or causes beyond the control of the parties render performance impossible and one party so informs the other in writing of such causes and its desire to be so released.", "probability": 1.597281427197403e-05 }, { "score": 1.1765265464782715, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.\n\n 14. Bankruptcy, Violation, Etc.\n\n (a) If Diplomat shall not have commenced in good faith to manufacture or distribute in commercial quantities sunglasses and ophthalmic frames using KI's name within three months after the date of this Agreement, or if at any time thereafter in any six calendar month", "probability": 1.4417227574310709e-05 }, { "score": 0.5134382843971252, "text": "If Diplomat files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Diplomat, or if it becomes insolvent, or it makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Diplomat discontinues its business, or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary.", "probability": 7.4285864286125715e-06 }, { "score": 0.4771708846092224, "text": "In the event that Diplomat does not commence selling such product in commercial quantities within 90 days after such notice, such notice shall be deemed to be a termination of this License with respect to such product.\n\n (b) If Diplomat files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Diplomat, or if it becomes insolvent, or it makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Diplomat discontinues its business, or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary.", "probability": 7.163997885001355e-06 }, { "score": 0.23401498794555664, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license", "probability": 5.6176436257588166e-06 }, { "score": 0.20584630966186523, "text": "In the event that Diplomat does not commence selling such product in commercial quantities within 90 days after such notice, such notice shall be deemed to be a termination of this License with respect to such product.", "probability": 5.461609977823575e-06 }, { "score": 0.19656968116760254, "text": "Diplomat shall be released from its obligations hereunder and this license shall terminate in the event that governmental regulations or other", "probability": 5.411178927793264e-06 }, { "score": -0.0521395206451416, "text": "In", "probability": 4.219673619550228e-06 }, { "score": -0.4579458236694336, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.\n\n 14. Bankruptcy, Violation, Etc.\n\n (a)", "probability": 2.8121560893000455e-06 }, { "score": -0.5494705438613892, "text": "(c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 2.5662014243006435e-06 }, { "score": -0.683382511138916, "text": "In the event", "probability": 2.2445718565383932e-06 }, { "score": -0.6926332116127014, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 2.2239037392728506e-06 }, { "score": -0.9404668807983398, "text": "Diplomat shall be released from its obligations hereunder and", "probability": 1.7357340778884344e-06 }, { "score": -0.9421305656433105, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.\n\n 14. Bankruptcy, Violation, Etc.\n\n (a) If", "probability": 1.7328487641999892e-06 }, { "score": -0.9454975128173828, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.\n\n 14. Bankruptcy, Violation, Etc.", "probability": 1.7270241650116256e-06 }, { "score": -0.9828228950500488, "text": "Diplomat shall be released from its obligations hereunder and this license shall terminate in the event that governmental regulations or other\n\n\n\n\n\ncauses arising out of a state of national emergency, war, or causes beyond the control of the parties render performance impossible and one party so informs the other in writing of such causes and its desire to be so released. In such events, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable.", "probability": 1.6637505300475829e-06 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Post-Termination Services": [ { "score": 12.965890884399414, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3.", "probability": 0.23660209323982356 }, { "score": 12.92087459564209, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.22618732099332356 }, { "score": 12.869434356689453, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.21484638211580612 }, { "text": "", "score": 12.347484588623047, "probability": 0.12748178643400757 }, { "score": 11.692131996154785, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3. Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.06619605774089585 }, { "score": 10.972431182861328, "text": "Diplomat hereby agrees that at the termination or expiration of this Agreement Diplomat will be deemed to have assigned, transferred and conveyed to KI, Inc. any trade rights, equities, good will, titles or other rights in and to KI's name which may have been obtained by Diplomat or which may have vested in Diplomat in pursuance of any endeavors covered by this Agreement, and that Diplomat will execute any instruments requested by KI, Inc. to accomplish or confirm the foregoing.", "probability": 0.032230722002217556 }, { "score": 10.952815055847168, "text": "Sixty (60) days before the expiration of this license and, in the event of its termination, ten (10) days after receipt of notice of termination or the happening of the event which terminates this Agreement where no notice is required, a statement showing the number and description of products covered by this Agreement on hand or in process shall be furnished by Diplomat to KI, Inc.", "probability": 0.03160464078580953 }, { "score": 10.706136703491211, "text": "Upon and after the expiration or termination of this license, all rights granted to Diplomat hereunder shall forthwith revert to KI, Inc., who shall be free to license others to use KI's name in connection with the manufacture, sale and distribution of the products covered hereby, and Diplomat will refrain from further use of KI's name or any further reference to it, direct or indirect, or anything deemed by KI, Inc. to be similar to the KI's name, in connection with the manufacture, sale or distribution of Diplomat's products, except as provided in paragraph 17.", "probability": 0.024695613030654172 }, { "score": 9.964542388916016, "text": "Sixty (60) days before the expiration of this license and, in the event of its termination, ten (10) days after receipt of notice of termination or the happening of the event which terminates this Agreement where no notice is required, a statement showing the number and description of products covered by this Agreement on hand or in process shall be furnished by Diplomat to KI, Inc. KI, Inc. shall have the right to take a physical inventory to ascertain or verify such inventory and statement and refusal by Diplomat to submit to such physical inventory by KI, Inc. shall forfeit Diplomat's right to dispose of such inventory, KI, Inc. retaining all other legal and equitable rights KI, Inc. may have under the circumstances.", "probability": 0.011763850392251606 }, { "score": 9.68322467803955, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license", "probability": 0.008879218907895838 }, { "score": 9.639890670776367, "text": "Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.008502664500737249 }, { "score": 8.503719329833984, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license", "probability": 0.002729745125203571 }, { "score": 8.417351722717285, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3", "probability": 0.0025038777671001107 }, { "score": 7.86169958114624, "text": "Upon the termination of this license, notwithstanding anything to the contrary herein, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable.", "probability": 0.0014364696843983794 }, { "score": 7.841609477996826, "text": "Diplomat hereby agrees that at the termination or expiration of this Agreement Diplomat will be deemed to have assigned, transferred and conveyed to KI, Inc. any trade rights, equities, good will, titles or other rights in and to KI's name which may have been obtained by Diplomat or which may have vested in Diplomat in pursuance of any endeavors covered by this Agreement, and that Diplomat will execute any instruments requested by KI, Inc. to accomplish or confirm the foregoing", "probability": 0.0014078988170599521 }, { "score": 7.803318023681641, "text": "In the event this license is so terminated, Diplomat, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any of the products covered by this Agreement, or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of KI, Inc. in writing, which they shall be obligated to follow.", "probability": 0.001355007430329786 }, { "score": 6.920808792114258, "text": "Sixty (60) days before the expiration of this license and, in the event of its termination, ten (10) days after receipt of notice of termination or the happening of the event which terminates this Agreement where no notice is required, a statement showing the number and description of products covered by this Agreement on hand or in process shall be furnished by Diplomat to KI, Inc", "probability": 0.0005606254219021698 }, { "score": 6.792954444885254, "text": "KI, Inc. shall have the right to take a physical inventory to ascertain or verify such inventory and statement and refusal by Diplomat to submit to such physical inventory by KI, Inc. shall forfeit Diplomat's right to dispose of such inventory, KI, Inc. retaining all other legal and equitable rights KI, Inc. may have under the circumstances.", "probability": 0.0004933400230036259 }, { "score": 6.167038917541504, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.\n\n 14. Bankruptcy, Violation, Etc.\n\n (a) If Diplomat shall not have commenced in good faith to manufacture or distribute in commercial quantities sunglasses and ophthalmic frames using KI's name within three months after the date of this Agreement, or if at any time thereafter in any six calendar month period Diplomat fails to sell or distribute sunglasses or ophthalmic frames, or any other product described in subparagraph 2(a) of this Agreement, KI Inc. may give notice of such failure with respect to any such product which has not been so manufactured or distributed during the six calendar month period.", "probability": 0.0002638242365547919 }, { "score": 6.148048400878906, "text": "Disposal of Stock Upon Termination or Expiration.\n\n Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3.", "probability": 0.000258861351024918 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Audit Rights": [ { "score": 13.835412979125977, "text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the", "probability": 0.3093580273653836 }, { "score": 13.598172187805176, "text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the", "probability": 0.24402202300955356 }, { "score": 13.241076469421387, "text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the\n\n 8\n\nsubject matter and terms of this Agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom.", "probability": 0.1707435564641789 }, { "score": 12.872261047363281, "text": "subject matter and terms of this Agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom.", "probability": 0.11807822623469051 }, { "text": "", "score": 12.270203590393066, "probability": 0.06466951281591528 }, { "score": 11.638513565063477, "text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to", "probability": 0.03438429284338628 }, { "score": 10.559062957763672, "text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the\n\n 8\n\nsubject matter and terms of this Agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. Upon demand of KI, Inc., Diplomat shall furnish to KI, Inc. a detailed statement by an independent certified public accountant showing the number, description, gross sales price, itemized deductions from gross sales price and net sales price of the products covered by this Agreement distributed and/or sold by Diplomat to the date of KI, Inc.'s demand. The cost of preparing such statement shall be borne by KI, Inc.", "probability": 0.011683168886924663 }, { "score": 10.449410438537598, "text": "Diplomat agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted. KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the", "probability": 0.010469818926119884 }, { "score": 10.190247535705566, "text": "subject matter and terms of this Agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. Upon demand of KI, Inc., Diplomat shall furnish to KI, Inc. a detailed statement by an independent certified public accountant showing the number, description, gross sales price, itemized deductions from gross sales price and net sales price of the products covered by this Agreement distributed and/or sold by Diplomat to the date of KI, Inc.'s demand. The cost of preparing such statement shall be borne by KI, Inc.", "probability": 0.008079531008584825 }, { "score": 9.929108619689941, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.006222644090383565 }, { "score": 9.923530578613281, "text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the\n\n 8\n\nsubject matter and terms of this Agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom", "probability": 0.006188030553655457 }, { "score": 9.659719467163086, "text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to", "probability": 0.004753141457003405 }, { "score": 9.554715156555176, "text": "subject matter and terms of this Agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom", "probability": 0.004279351366415969 }, { "score": 8.723383903503418, "text": "KI, Inc. shall have the right to take a physical inventory to ascertain or verify such inventory and statement and refusal by Diplomat to submit to such physical inventory by KI, Inc. shall forfeit Diplomat's right to dispose of such inventory, KI, Inc. retaining all other legal and equitable rights KI, Inc. may have under the circumstances.", "probability": 0.0018635256330233852 }, { "score": 8.472166061401367, "text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the\n\n", "probability": 0.0014495488253058325 }, { "score": 8.322160720825195, "text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the\n\n 8\n\nsubject matter and terms of this Agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. Upon demand of KI, Inc., Diplomat shall furnish to KI, Inc. a detailed statement by an independent certified public accountant showing the number, description, gross sales price, itemized deductions from gross sales price and net sales price of the products covered by this Agreement distributed and/or sold by Diplomat to the date of KI, Inc.'s demand.", "probability": 0.00124763157306906 }, { "score": 7.958509922027588, "text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the\n\n 8", "probability": 0.0008672709936107055 }, { "score": 7.95334529876709, "text": "subject matter and terms of this Agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. Upon demand of KI, Inc., Diplomat shall furnish to KI, Inc. a detailed statement by an independent certified public accountant showing the number, description, gross sales price, itemized deductions from gross sales price and net sales price of the products covered by this Agreement distributed and/or sold by Diplomat to the date of KI, Inc.'s demand.", "probability": 0.0008628034122816097 }, { "score": 7.570143222808838, "text": "\n\nsubject matter and terms of this Agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom.", "probability": 0.0005881516327274847 }, { "score": 6.438828468322754, "text": "Diplomat agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted.", "probability": 0.00018974290778607926 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.400588989257812, "probability": 0.9930170983348452 }, { "score": 6.701966762542725, "text": "Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.", "probability": 0.0033271818555042822 }, { "score": 5.955270767211914, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0015768507483295599 }, { "score": 5.2137932777404785, "text": "Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc.", "probability": 0.0007512266848516976 }, { "score": 4.687786102294922, "text": "Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.\n\n 5\n\n 8. Indemnification by Licensee and Product Liability Insurance.", "probability": 0.0004439448197129691 }, { "score": 4.0941314697265625, "text": "(c) If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0002451929967350492 }, { "score": 3.878986358642578, "text": "Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc.\n\n (b) Diplomat also acknowledges that (except as otherwise provided herein) its failure to cease the manufacture, sale or distribution of the products covered by this Agreement, or any class or category thereof, at the termination or expiration of this Agreement will result in immediate and irremediable damage to KI, Inc. and to the rights of any subsequent licensee.", "probability": 0.00019772961786697728 }, { "score": 3.4570212364196777, "text": "Diplomat also acknowledges that (except as otherwise provided herein) its failure to cease the manufacture, sale or distribution of the products covered by this Agreement, or any class or category thereof, at the termination or expiration of this Agreement will result in immediate and irremediable damage to KI, Inc. and to the rights of any subsequent licensee.", "probability": 0.00012966256329475172 }, { "score": 3.2292463779449463, "text": "Diplomat shall notify KI, Inc. in writing of any infringements or imitations by others of KI's name on products similar to those covered by this Agreement that may come to Diplomat's attention, and KI, Inc. shall have the sole right to determine whether or not any action shall be taken in connection with such infringements or imitations. Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.", "probability": 0.00010325075564738622 }, { "score": 2.7622742652893066, "text": "completely remedy the violation within the twenty-day period and satisfy KI, Inc. that such violation has been remedied.", "probability": 6.472764809242247e-05 }, { "score": 2.021615505218506, "text": "Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI,", "probability": 3.086212419071739e-05 }, { "score": 1.9831185340881348, "text": "Indemnification by Licensee and Product Liability Insurance.", "probability": 2.9696604318932645e-05 }, { "score": 1.4055060148239136, "text": "(b) Diplomat shall notify KI, Inc. in writing of any infringements or imitations by others of KI's name on products similar to those covered by this Agreement that may come to Diplomat's attention, and KI, Inc. shall have the sole right to determine whether or not any action shall be taken in connection with such infringements or imitations. Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.", "probability": 1.666682450994818e-05 }, { "score": 1.226045846939087, "text": "Product Liability Insurance.", "probability": 1.3928819226729893e-05 }, { "score": 1.2150657176971436, "text": "Diplomat shall notify KI, Inc. in writing of any infringements or imitations by others of KI's name on products similar to those covered by this Agreement that may come to Diplomat's attention, and KI, Inc. shall have the sole right to determine whether or not any action shall be taken in connection with such infringements or imitations. Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.\n\n 5\n\n 8. Indemnification by Licensee and Product Liability Insurance.", "probability": 1.3776715578463427e-05 }, { "score": 0.833733081817627, "text": "Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc.\n\n (b) Diplomat also acknowledges that (except as otherwise provided herein) its failure to cease the manufacture, sale or distribution of the products covered by this Agreement, or any class or category thereof, at the termination or expiration of this Agreement will result in immediate and irremediable damage to KI, Inc. and to the rights of any subsequent licensee", "probability": 9.408817244004397e-06 }, { "score": 0.767936110496521, "text": "(b) Diplomat also acknowledges that (except as otherwise provided herein) its failure to cease the manufacture, sale or distribution of the products covered by this Agreement, or any class or category thereof, at the termination or expiration of this Agreement will result in immediate and irremediable damage to KI, Inc. and to the rights of any subsequent licensee.", "probability": 8.809672653234094e-06 }, { "score": 0.6367560625076294, "text": "Licensee and Product Liability Insurance.", "probability": 7.72661015211946e-06 }, { "score": 0.41176795959472656, "text": "Diplomat also acknowledges that (except as otherwise provided herein) its failure to cease the manufacture, sale or distribution of the products covered by this Agreement, or any class or category thereof, at the termination or expiration of this Agreement will result in immediate and irremediable damage to KI, Inc. and to the rights of any subsequent licensee", "probability": 6.1698969258627104e-06 }, { "score": 0.39838743209838867, "text": "any such claim or suit shall be made without the prior written consent of KI, Inc.\n\n (b) Diplomat shall notify KI, Inc. in writing of any infringements or imitations by others of KI's name on products similar to those covered by this Agreement that may come to Diplomat's attention, and KI, Inc. shall have the sole right to determine whether or not any action shall be taken in connection with such infringements or imitations. Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.", "probability": 6.087890319745422e-06 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.233428955078125, "probability": 0.8868899769667722 }, { "score": 9.745378494262695, "text": "Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc.", "probability": 0.07367551172479135 }, { "score": 8.08206558227539, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.013962254233144476 }, { "score": 7.83482551574707, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n 2\n\nwholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.010903866987216345 }, { "score": 7.116596221923828, "text": "wholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "probability": 0.005316888171071712 }, { "score": 5.93436336517334, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.0016301227931709039 }, { "score": 5.705081939697266, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.0012961183584684665 }, { "score": 5.636172771453857, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on", "probability": 0.0012098117288316889 }, { "score": 5.44918966293335, "text": "completely remedy the violation within the twenty-day period and satisfy KI, Inc. that such violation has been remedied.", "probability": 0.001003487710933973 }, { "score": 5.225163459777832, "text": "(a) Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc.", "probability": 0.0008020818971511472 }, { "score": 4.889843940734863, "text": "Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $ ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products.", "probability": 0.0005735764315316387 }, { "score": 4.7078399658203125, "text": "KI, Inc.", "probability": 0.0004781321816173051 }, { "score": 4.611979007720947, "text": "completely remedy the violation within the twenty-day period and satisfy KI, Inc. that such violation has been remedied.\n\n (d) Termination of the license under the provisions of this paragraph 14 shall be without prejudice to any rights which KI, Inc. may otherwise have against Diplomat. Upon the termination of this license, notwithstanding anything to the contrary herein, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable.", "probability": 0.00043442628118045903 }, { "score": 4.476823329925537, "text": "in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.000379506069055639 }, { "score": 4.1920552253723145, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.0002854601627677507 }, { "score": 4.11030912399292, "text": "Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $ ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products.", "probability": 0.0002630532236553751 }, { "score": 4.055685520172119, "text": "Royalties in excess of the minimum royalty shall be due on the 25th day of the month following the calendar month in which they are earned, and payment shall accompany the statements furnished pursuant to subparagraph (c), above.", "probability": 0.00024906970055359385 }, { "score": 4.006247520446777, "text": "Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI,", "probability": 0.0002370556158100333 }, { "score": 3.8871684074401855, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.00021044317547966115 }, { "score": 3.8320441246032715, "text": "No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.00019915658679589863 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.172586441040039, "probability": 0.47716785665669387 }, { "score": 12.052766799926758, "text": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies.", "probability": 0.4232862603678333 }, { "score": 9.82303524017334, "text": "Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc.", "probability": 0.04552752685572609 }, { "score": 9.249728202819824, "text": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies. The term \"net wholesale volume\" shall mean gross sales to all customers; less returns, trade discounts and cash discounts; but no deduction shall be made for other discounts or uncollectible accounts. No costs incurred in the manufacture, sale, distribution, or exploitation of the products covered by this Agreement shall be deducted from any royalty payable by Diplomat.\n\n (b) Minimum Royalties. Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:", "probability": 0.025661969027025014 }, { "score": 8.887128829956055, "text": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies", "probability": 0.017857270186214823 }, { "score": 7.437047481536865, "text": "Diplomat also acknowledges that (except as otherwise provided herein) its failure to cease the manufacture, sale or distribution of the products covered by this Agreement, or any class or category thereof, at the termination or expiration of this Agreement will result in immediate and irremediable damage to KI, Inc. and to the rights of any subsequent licensee.", "probability": 0.004188444274969535 }, { "score": 6.475582122802734, "text": "Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:", "probability": 0.0016013772039768363 }, { "score": 6.318428993225098, "text": "Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.\n\n 3. Terms of Payment.\n\n (a) Rate. Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies.", "probability": 0.001368494022979881 }, { "score": 5.246150016784668, "text": "Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:", "probability": 0.00046833656079834 }, { "score": 5.223137378692627, "text": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "probability": 0.0004576819663842525 }, { "score": 5.021496772766113, "text": "(a) Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc.", "probability": 0.00037410403996051937 }, { "score": 4.972766876220703, "text": "(b) Diplomat also acknowledges that (except as otherwise provided herein) its failure to cease the manufacture, sale or distribution of the products covered by this Agreement, or any class or category thereof, at the termination or expiration of this Agreement will result in immediate and irremediable damage to KI, Inc. and to the rights of any subsequent licensee.", "probability": 0.00035631103523958685 }, { "score": 4.941102981567383, "text": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies. The term \"net wholesale volume\" shall mean gross sales to all customers; less returns, trade discounts and cash discounts; but no deduction shall be made for other discounts or uncollectible accounts. No costs incurred in the manufacture, sale, distribution, or exploitation of the products covered by this Agreement shall be deducted from any royalty payable by Diplomat.", "probability": 0.0003452055888449056 }, { "score": 4.645208835601807, "text": "(a) Rate. Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies.", "probability": 0.00025678675754080933 }, { "score": 4.480415344238281, "text": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies. The term \"net wholesale volume\" shall mean gross sales to all customers; less returns, trade discounts and cash discounts; but no deduction shall be made for other discounts or uncollectible accounts.", "probability": 0.00021777284234150476 }, { "score": 4.478926658630371, "text": "Diplom", "probability": 0.00021744888823805152 }, { "score": 4.237032890319824, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 0.00017072772874480898 }, { "score": 4.2248101234436035, "text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.00016865366473881678 }, { "score": 4.163489818572998, "text": "In recognition of SW's expenses in connection with the above photo sessions, Diplomat shall pay SW the sum of $ per day for each day (or partial day) of such photo sessions.", "probability": 0.00015862247157161696 }, { "score": 4.101914405822754, "text": "18. KI, Inc.'s Remedies.\n\n (a) Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc.", "probability": 0.0001491498601775598 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Warranty Duration": [ { "score": 12.674728393554688, "text": "Failure to reject any product, carton, container, or packing or wrapping within 15 days of receipt of such item or items by KI, Inc. shall be deemed an acceptance of the quality and style of such item or items.", "probability": 0.2793928544412996 }, { "score": 12.51788330078125, "text": "Such appearance shall be for the purpose of signing autographs, shall last for a period of up to three (3) hours, and shall be subject to KI's schedule and availability.", "probability": 0.2388352011288233 }, { "text": "", "score": 11.918556213378906, "probability": 0.13116376955167997 }, { "score": 11.555606842041016, "text": "If Diplomat shall not have commenced in good faith to manufacture or distribute in commercial quantities sunglasses and ophthalmic frames using KI's name within three months after the date of this Agreement, or if at any time thereafter in any six calendar month period Diplomat fails to sell or distribute sunglasses or ophthalmic frames, or any other product described in subparagraph 2(a) of this Agreement, KI Inc. may give notice of such failure with respect to any such product which has not been so manufactured or distributed during the six calendar month period.", "probability": 0.09124035792706803 }, { "score": 10.700632095336914, "text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3.", "probability": 0.03880397049048808 }, { "score": 10.601356506347656, "text": "Failure to reject any product, carton, container, or packing or wrapping within 15 days of receipt of such item or items by KI, Inc. shall be deemed an acceptance of the quality and style of such item or items", "probability": 0.03513672868414925 }, { "score": 10.556075096130371, "text": "The photo sessions shall be up to two (2) consecutive days in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.033581172726985756 }, { "score": 10.488129615783691, "text": "If Diplomat shall not have commenced in good faith to manufacture or distribute in commercial quantities sunglasses and ophthalmic frames using KI's name within three months after the date of this Agreement, or if at any time thereafter in any six calendar month period Diplomat fails to sell or distribute sunglasses or ophthalmic frames, or any other product described in subparagraph 2(a) of this Agreement, KI Inc. may give notice of such failure with respect to any such product which has not been so manufactured or distributed during the six calendar month period. In the event that Diplomat does not commence selling such product in commercial quantities within 90 days after such notice, such notice shall be deemed to be a termination of this License with respect to such product.", "probability": 0.031375272857561975 }, { "score": 10.33315372467041, "text": "in duration, each day to consist of no more than eight (8) working hours.", "probability": 0.026870907692766198 }, { "score": 9.84341049194336, "text": "Such appearance shall be for the purpose of signing autographs, shall last for a period of up to three (3) hours,", "probability": 0.016466054689488127 }, { "score": 9.702394485473633, "text": "Such appearance shall be for the purpose of signing autographs, shall last for a period of up to three (3) hours, and shall be subject to KI's schedule and availability.", "probability": 0.014300363603480666 }, { "score": 9.653321266174316, "text": "Such appearance shall be for the purpose of signing autographs, shall last for a period of up to three (3) hours, and shall be subject to KI's schedule and availability", "probability": 0.01361553941430808 }, { "score": 9.317448616027832, "text": "The video production sessions shall be up to two (2) consecutive days\n\n 4\n\nin duration, each day to consist of no more than eight (8) working hours.", "probability": 0.00973121825392592 }, { "score": 9.316109657287598, "text": "The video production sessions shall be up to two (2) consecutive days", "probability": 0.009718197273414875 }, { "score": 9.188583374023438, "text": "If Diplomat shall not have commenced in good faith to manufacture or distribute in commercial quantities sunglasses and ophthalmic frames using KI's name within three months after the date of this Agreement, or if at any time thereafter in any six calendar month period Diplomat fails to sell or distribute sunglasses or ophthalmic frames, or any other product described in subparagraph 2(a) of this Agreement, KI Inc. may give notice of such failure with respect to any such product which has not been so manufactured or distributed during the six calendar month period", "probability": 0.008554640226741479 }, { "score": 9.099030494689941, "text": "In the event that Diplomat does not commence selling such product in commercial quantities within 90 days after such notice, such notice shall be deemed to be a termination of this License with respect to such product.", "probability": 0.007821849010594328 }, { "score": 8.729540824890137, "text": "In the event that Diplomat does not commence selling such product in commercial quantities within 90 days after such notice, such notice shall be deemed to be a termination of this License with respect to such product.", "probability": 0.005405577566374705 }, { "score": 8.121173858642578, "text": "KI will make one (1) personal appearance per License Year during the period of this Agreement on behalf of Diplomat at the Vision Expo in New York, New York, subject to the terms of this paragraph. Such appearance shall be for the purpose of signing autographs, shall last for a period of up to three (3) hours, and shall be subject to KI's schedule and availability.", "probability": 0.002941925611732422 }, { "score": 8.024284362792969, "text": "The photo sessions shall be up to two (2) consecutive days in duration", "probability": 0.0026702573167382932 }, { "score": 7.906745433807373, "text": "Failure to reject any product, carton, container, or packing or wrapping within 15 days of receipt of such item or items by KI, Inc. shall be deemed an acceptance of the quality and style of such item or items. After samples have been approved pursuant to this paragraph, Diplomat shall not depart therefrom in any material respect without KI, Inc.'s prior written consent. From time to time after Diplomat has commenced selling the products, and upon KI, Inc.'s written request, Diplomat shall furnish without cost to KI, Inc. not more than ten (10) additional random samples of each product being manufactured and sold by Diplomat under this Agreement, together with any containers and packing and wrapping material used in connection with such products.", "probability": 0.0023741415323788786 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Insurance": [ { "score": 12.276079177856445, "text": "KI, Inc. shall be entitled to a copy of the\n\n\n\n\n\nthen prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat.", "probability": 0.12571311682903197 }, { "text": "", "score": 12.24009895324707, "probability": 0.12127033605719008 }, { "score": 11.89959716796875, "text": "As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above.", "probability": 0.08627332468958442 }, { "score": 11.79022216796875, "text": "Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $ ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products. As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above.", "probability": 0.07733490843889675 }, { "score": 11.771736145019531, "text": "Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval. KI, Inc. shall be entitled to a copy of the\n\n\n\n\n\nthen prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat.", "probability": 0.0759184264440472 }, { "score": 11.725982666015625, "text": "Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $ ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products.", "probability": 0.0725231592354794 }, { "score": 11.518924713134766, "text": "As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above. Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval. KI, Inc. shall be entitled to a copy of the\n\n\n\n\n\nthen prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat.", "probability": 0.0589593365752038 }, { "score": 11.409547805786133, "text": "Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $ ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products. As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above. Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval. KI, Inc. shall be entitled to a copy of the\n\n\n\n\n\nthen prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat.", "probability": 0.05285070692824488 }, { "score": 11.108760833740234, "text": "As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above. Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval.", "probability": 0.03912196665642954 }, { "score": 10.999384880065918, "text": "Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $ ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products. As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above. Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval.", "probability": 0.03506867081889034 }, { "score": 10.993762969970703, "text": "then prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat.", "probability": 0.03487207105529436 }, { "score": 10.949180603027344, "text": "KI, Inc. shall be entitled to a copy of the\n\n\n\n\n\nthen prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat.", "probability": 0.03335153791174918 }, { "score": 10.88024616241455, "text": "Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval.", "probability": 0.03112992094631894 }, { "score": 10.851388931274414, "text": "Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval. KI, Inc. shall be entitled to a copy of the\n\n\n\n\n\nthen prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat.", "probability": 0.030244435400136636 }, { "score": 10.723886489868164, "text": "Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $", "probability": 0.02662391234849836 }, { "score": 10.649588584899902, "text": "As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above", "probability": 0.024717509211648843 }, { "score": 10.540212631225586, "text": "Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $ ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products. As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above", "probability": 0.022156610929572124 }, { "score": 10.441225051879883, "text": "Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval.", "probability": 0.02006843804555805 }, { "score": 10.316523551940918, "text": "KI, Inc. shall be entitled to a copy of the\n\n\n\n\n\nthen prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat. As used in the first 2 sentences of this paragraph 6, \"KI, Inc.\" shall also include the officers, directors, agents, and employees of the KI, Inc., or any of its subsidiaries or affiliates.\n\n 9. Quality of Merchandise.\n\n Diplomat agrees that the products covered by this Agreement shall be of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage, protection and enhancement of KI's name and the good will pertaining to such name. Diplomat further agrees that (a) such products will be manufactured, sold and distributed in accordance with all applicable Federal, State and local laws, (b) that the policy of sale, distribution, and/or exploitation by Diplomat shall be to the best advantage of KI, Inc. and KI, and (c) that the latter policy shall in no manner reflect adversely upon the good name of KI and KI, Inc.", "probability": 0.017715621739913798 }, { "score": 10.087257385253906, "text": "KI, Inc. shall be entitled to a copy of the\n\n\n\n\n\nthen prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat", "probability": 0.014085989738311506 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Covenant Not To Sue": [ { "score": 13.181618690490723, "text": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license.", "probability": 0.3065603584371919 }, { "score": 12.833616256713867, "text": "Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.", "probability": 0.21646139776499904 }, { "score": 12.497182846069336, "text": "Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.", "probability": 0.15462128732381167 }, { "text": "", "score": 12.17197036743164, "probability": 0.11169437435678142 }, { "score": 11.326385498046875, "text": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license. KI, Inc. hereby indemnifies Diplomat and undertakes to hold it harmless against only those claims or suits (i) arising solely out of the authorized use of KI's name by Diplomat in accordance with this Agreement and (ii) brought by those persons or entities to whom KI, Inc. has licensed the use of KI's name and likeness.", "probability": 0.047951087049952615 }, { "score": 11.161481857299805, "text": "In addition, KI, Inc. shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit shall be made without the prior written consent of KI, Inc.\n\n (b) Diplomat shall notify KI, Inc. in writing of any infringements or imitations by others of KI's name on products similar to those covered by this Agreement that may come to Diplomat's attention, and KI, Inc. shall have the sole right to determine whether or not any action shall be taken in connection with such infringements or imitations. Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.", "probability": 0.040661342721667826 }, { "score": 11.046749114990234, "text": "Prompt notice shall be given by Diplomat to KI, Inc. of any such claim or suit. In addition, KI, Inc. shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit shall be made without the prior written consent of KI, Inc.\n\n (b) Diplomat shall notify KI, Inc. in writing of any infringements or imitations by others of KI's name on products similar to those covered by this Agreement that may come to Diplomat's attention, and KI, Inc. shall have the sole right to determine whether or not any action shall be taken in connection with such infringements or imitations. Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.", "probability": 0.03625383208869043 }, { "score": 10.321981430053711, "text": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license", "probability": 0.017562701205485125 }, { "score": 9.829252243041992, "text": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license. KI, Inc. hereby indemnifies Diplomat and undertakes to hold it harmless against only those claims or suits (i) arising solely out of the authorized use of KI's name by Diplomat in accordance with this Agreement and (ii) brought by those persons or entities to whom KI, Inc. has licensed the use of KI's name and likeness. Prompt notice shall be given by Diplomat to KI, Inc. of any such claim or suit. In addition, KI, Inc. shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit shall be made without the prior written consent of KI, Inc.", "probability": 0.0107300500009947 }, { "score": 9.763750076293945, "text": "KI, Inc. hereby indemnifies Diplomat and undertakes to hold it harmless against only those claims or suits (i) arising solely out of the authorized use of KI's name by Diplomat in accordance with this Agreement and (ii) brought by those persons or entities to whom KI, Inc. has licensed the use of KI's name and likeness.", "probability": 0.010049732827352213 }, { "score": 9.599630355834961, "text": "Diplomat shall notify KI, Inc. in writing of any infringements or imitations by others of KI's name on products similar to those covered by this Agreement that may come to Diplomat's attention, and KI, Inc. shall have the sole right to determine whether or not any action shall be taken in connection with such infringements or imitations. Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.", "probability": 0.008528609449082392 }, { "score": 9.374080657958984, "text": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license. KI, Inc. hereby indemnifies Diplomat and undertakes to hold it harmless against only those claims or suits (i) arising solely out of the authorized use of KI's name by Diplomat in accordance with this Agreement and (ii) brought by those persons or entities to whom KI, Inc. has licensed the use of KI's name and likeness. Prompt notice shall be given by Diplomat to KI, Inc. of any such claim or suit.", "probability": 0.006806490426686943 }, { "score": 9.346546173095703, "text": "In addition, KI, Inc. shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit shall be made without the prior written consent of KI, Inc.", "probability": 0.006621633863090428 }, { "score": 9.231812477111816, "text": "Prompt notice shall be given by Diplomat to KI, Inc. of any such claim or suit. In addition, KI, Inc. shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit shall be made without the prior written consent of KI, Inc.", "probability": 0.005903872258472542 }, { "score": 9.198638916015625, "text": "Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.\n\n 5\n\n 8. Indemnification by Licensee and Product Liability Insurance.\n\n Diplomat hereby indemnifies KI, Inc. and KI, undertakes to defend KI, Inc. and KI against, and hold KI, Inc. and KI harmless from, any claims, suits, loss and damage (including attorneys' fees and costs) arising out of (a) any allegedly unauthorized use of any patent, process, idea, method, or device by Diplomat in connection with the products covered by this Agreement, (b) any alleged defects in the products covered by this Agreement, and (c) any other alleged action by Diplomat.", "probability": 0.005711232727121439 }, { "score": 8.76474666595459, "text": "Prompt notice shall be given by Diplomat to KI, Inc. of any such claim or suit.", "probability": 0.00370077641478149 }, { "score": 8.67844295501709, "text": "(a) Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license.", "probability": 0.003394779900869122 }, { "score": 8.59117317199707, "text": "Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.", "probability": 0.0031110775507185886 }, { "score": 8.266617774963379, "text": "KI, Inc. hereby indemnifies Diplomat and undertakes to hold it harmless against only those claims or suits (i) arising solely out of the authorized use of KI's name by Diplomat in accordance with this Agreement and (ii) brought by those persons or entities to whom KI, Inc. has licensed the use of KI's name and likeness. Prompt notice shall be given by Diplomat to KI, Inc. of any such claim or suit. In addition, KI, Inc. shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit shall be made without the prior written consent of KI, Inc.", "probability": 0.002248838247618588 }, { "score": 7.811445713043213, "text": "KI, Inc. hereby indemnifies Diplomat and undertakes to hold it harmless against only those claims or suits (i) arising solely out of the authorized use of KI's name by Diplomat in accordance with this Agreement and (ii) brought by those persons or entities to whom KI, Inc. has licensed the use of KI's name and likeness. Prompt notice shall be given by Diplomat to KI, Inc. of any such claim or suit.", "probability": 0.0014265253846314518 } ], "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.154939651489258, "probability": 0.97913029604667 }, { "score": 8.211523056030273, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.", "probability": 0.018977387316943647 }, { "score": 4.835134983062744, "text": "No person, firm, group or corporation (whether included in KI's name or otherwise) other than Diplomat and KI, Inc. shall be deemed to have acquired any rights by reason of anything contained in this Agreement, except as provided in paragraphs 8 and 22.", "probability": 0.0006484697361389232 }, { "score": 4.5023908615112305, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net", "probability": 0.0004649227271636573 }, { "score": 3.507044792175293, "text": "(c) Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.", "probability": 0.0001718333555875942 }, { "score": 3.117812156677246, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name.\n\n 11. Promotional Material.\n\n (a) In all cases where Diplomat desires artwork to be created involving products that are the subject of this license, the cost of such artwork and the time for the production thereof shall be borne by Diplomat.", "probability": 0.00011643026484975314 }, { "score": 3.0773465633392334, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc. and that Diplomat shall not at any time acquire any rights in KI's name by virtue of any use it may make of such name", "probability": 0.00011181289740409345 }, { "score": 2.9564383029937744, "text": "Diplomat hereby agrees that its every use of KI's name shall inure to the benefit of KI, Inc.", "probability": 9.907911328720578e-05 }, { "score": 2.9070658683776855, "text": "As used in the first 2 sentences of this paragraph 6, \"KI, Inc.\" shall also include the officers, directors, agents, and employees of the KI, Inc., or any of its subsidiaries or affiliates.", "probability": 9.430613260974639e-05 }, { "score": 1.7907366752624512, "text": "Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on", "probability": 3.0883344553977e-05 }, { "score": 1.6230288743972778, "text": "No person, firm, group or corporation (whether included in KI's name or otherwise) other than Diplomat and KI, Inc. shall be deemed to have acquired any rights by reason of anything contained in this Agreement, except as provided in paragraphs 8 and 22.\n\n 23. Additional Endorsers. If, during the term of this Agreement, Diplomat should utilize the services of any other person to endorse its products, and the public image of such person is so inconsistent with that of KI as to risk damaging the good will of KI's name should KI, Inc. continue to do business with Diplomat, then KI, Inc. shall have the right to terminate this Agreement, subject to the remedial and other provisions of paragraph 14 of this Agreement.", "probability": 2.611498340740525e-05 }, { "score": 1.5759999752044678, "text": "Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc.", "probability": 2.4915256516080774e-05 }, { "score": 1.3673946857452393, "text": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "probability": 2.0224101522816133e-05 }, { "score": 1.3099479675292969, "text": "Diplom", "probability": 1.909503435148055e-05 }, { "score": 1.0475010871887207, "text": "No person, firm, group or corporation (whether included in KI's name or otherwise) other than Diplomat and KI, Inc.", "probability": 1.4687274510545902e-05 }, { "score": 0.8685026168823242, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:", "probability": 1.228013564916172e-05 }, { "score": 0.6564000844955444, "text": "Diplomat agrees to cooperate fully and in good faith with KI, Inc., at the expense of KI, Inc., for the purpose of securing and preserving KI, Inc.'s (or any grantor of KI, Inc.'s) rights in and to KI's name.", "probability": 9.933177696867149e-06 }, { "score": 0.6537657976150513, "text": "If, during the term of this Agreement, Diplomat should utilize the services of any other person to endorse its products, and the public image of such person is so inconsistent with that of KI as to risk damaging the good will of KI's name should KI, Inc. continue to do business with Diplomat, then KI, Inc. shall have the right to terminate this Agreement, subject to the remedial and other provisions of paragraph 14 of this Agreement.", "probability": 9.907045292415863e-06 }, { "score": 0.5610854625701904, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n 1\n\n (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and", "probability": 9.030121429625107e-06 }, { "score": 0.48779070377349854, "text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "probability": 8.391934415130092e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Document Name": [ { "score": 14.155304908752441, "text": "STRATEGIC ALLIANCE AGREEMENT", "probability": 0.39691200964362067 }, { "score": 13.86878776550293, "text": "STRATEGIC ALLIANCE AGREEMENT This STRATEGIC ALLIANCE AGREEMENT", "probability": 0.2980309900917823 }, { "score": 13.191747665405273, "text": "STRATEGIC ALLIANCE AGREEMENT", "probability": 0.15143513396210756 }, { "score": 11.705337524414062, "text": "Fuel Management and Supply Agreement", "probability": 0.03425207797278758 }, { "score": 11.559586524963379, "text": "Fuel Management and Supply Agreement", "probability": 0.02960656816425539 }, { "text": "", "score": 10.995283126831055, "probability": 0.016838919364873188 }, { "score": 10.990845680236816, "text": "STRATEGIC ALLIANCE AGREEMENT (", "probability": 0.016764363101545422 }, { "score": 10.931884765625, "text": "Fuel Management and Supply Agreement", "probability": 0.015804496289235043 }, { "score": 10.704328536987305, "text": "STRATEGIC ALLIANCE AGREEMENT This STRATEGIC ALLIANCE AGREEMENT (", "probability": 0.012587927832916426 }, { "score": 10.018743515014648, "text": "Fuel Management and Supply Agreement. In addition, if Oxbow makes the Lima Investment, Oxbow and Global Energy will enter into a fuel management and supply agreement (the \"Fuel Management and Supply Agreement", "probability": 0.006341740288308423 }, { "score": 9.952770233154297, "text": "STRATEGIC ALLIANCE AGREEMENT (this", "probability": 0.005936857436874195 }, { "score": 9.80532455444336, "text": "Fuel Management and Supply Agreement", "probability": 0.005122969562699834 }, { "score": 9.666252136230469, "text": "STRATEGIC ALLIANCE AGREEMENT This STRATEGIC ALLIANCE AGREEMENT (this", "probability": 0.004457828862710703 }, { "score": 8.568061828613281, "text": "Fuel Management and Supply Agreement. In addition, if Oxbow makes the Lima Investment, Oxbow and Global Energy will enter into a fuel management and supply agreement", "probability": 0.0014865701263244019 }, { "score": 8.278608322143555, "text": "STRATEGIC ALLIANCE AGREEMENT (this \"", "probability": 0.0011129543223513548 }, { "score": 7.992091178894043, "text": "STRATEGIC ALLIANCE AGREEMENT This STRATEGIC ALLIANCE AGREEMENT (this \"", "probability": 0.0008356886931063767 }, { "score": 7.960700988769531, "text": "STRATEGIC ALLIANCE AGREEMENT (this \"Agreement\")", "probability": 0.0008098637121815467 }, { "score": 7.674183368682861, "text": "STRATEGIC ALLIANCE AGREEMENT This STRATEGIC ALLIANCE AGREEMENT (this \"Agreement\")", "probability": 0.000608105481882651 }, { "score": 7.535699844360352, "text": "STRATEGIC ALLIANCE AGREEMENT This", "probability": 0.0005294638191737886 }, { "score": 7.528130531311035, "text": "Fuel Management and Supply Agreement", "probability": 0.0005254712712632433 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Parties": [ { "score": 12.49401569366455, "text": "Global Energy", "probability": 0.07885116752162491 }, { "score": 12.454041481018066, "text": "OXBOW CARBON & MINERALS LLC, a Delaware limited liability company having a principal office address at 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401 (\"Oxbow\") and GLOBAL ENERGY, INC., an Ohio corporation having a principal office address at 312 Walnut Street, Suite 2650, Cincinnati, Ohio 45202 (\"Global Energy", "probability": 0.07576132267842864 }, { "score": 12.432332038879395, "text": "GLOBAL ENERGY, INC., an Ohio corporation having a principal office address at 312 Walnut Street, Suite 2650, Cincinnati, Ohio 45202 (\"Global Energy", "probability": 0.07413431128262422 }, { "score": 12.387846946716309, "text": "OXBOW CARBON & MINERALS LLC, a Delaware limited liability company having a principal office address at 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401 (\"Oxbow\") and GLOBAL ENERGY, INC.,", "probability": 0.07090871695928404 }, { "score": 12.366137504577637, "text": "GLOBAL ENERGY, INC.,", "probability": 0.06938591764063547 }, { "score": 12.360934257507324, "text": "Oxbow\") and GLOBAL ENERGY, INC., an Ohio corporation having a principal office address at 312 Walnut Street, Suite 2650, Cincinnati, Ohio 45202 (\"Global Energy", "probability": 0.06902582321052124 }, { "score": 12.346214294433594, "text": "OXBOW CARBON & MINERALS LLC", "probability": 0.0680172072485371 }, { "score": 12.294739723205566, "text": "Oxbow\") and GLOBAL ENERGY, INC.,", "probability": 0.06460463450052778 }, { "score": 12.183752059936523, "text": "Global Energy\"). Oxbow and Global each may be referred to from time to time herein as a \"Party\" and collectively as the \"Parties\".", "probability": 0.05781790405444669 }, { "score": 12.143777847290039, "text": "OXBOW CARBON & MINERALS LLC, a Delaware limited liability company having a principal office address at 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401 (\"Oxbow\") and GLOBAL ENERGY, INC., an Ohio corporation having a principal office address at 312 Walnut Street, Suite 2650, Cincinnati, Ohio 45202 (\"Global Energy\"). Oxbow and Global each may be referred to from time to time herein as a \"Party\" and collectively as the \"Parties\".", "probability": 0.055552264136837934 }, { "score": 12.122068405151367, "text": "GLOBAL ENERGY, INC., an Ohio corporation having a principal office address at 312 Walnut Street, Suite 2650, Cincinnati, Ohio 45202 (\"Global Energy\"). Oxbow and Global each may be referred to from time to time herein as a \"Party\" and collectively as the \"Parties\".", "probability": 0.054359252140505576 }, { "score": 12.050808906555176, "text": "OXBOW CARBON & MINERALS LLC, a Delaware limited liability company having a principal office address at 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401 (\"Oxbow", "probability": 0.05062043421729285 }, { "score": 12.050670623779297, "text": "Oxbow\") and GLOBAL ENERGY, INC., an Ohio corporation having a principal office address at 312 Walnut Street, Suite 2650, Cincinnati, Ohio 45202 (\"Global Energy\"). Oxbow and Global each may be referred to from time to time herein as a \"Party\" and collectively as the \"Parties\".", "probability": 0.05061343476709594 }, { "score": 11.958745956420898, "text": "Oxbow and Global each may be referred to from time to time herein as a \"Party\" and collectively as the \"Parties\".", "probability": 0.046168252332639784 }, { "score": 11.957701683044434, "text": "Oxbow", "probability": 0.046120065220529055 }, { "text": "", "score": 11.755453109741211, "probability": 0.03767510517867183 }, { "score": 11.119834899902344, "text": "OXBOW", "probability": 0.0199530362832841 }, { "score": 9.817120552062988, "text": "Global Energy, Inc.", "probability": 0.005423096588329606 }, { "score": 9.06244945526123, "text": "Global Energy", "probability": 0.002549751444731264 }, { "score": 9.025924682617188, "text": "OXBOW CARBON & MINERALS LLC", "probability": 0.0024583025934520795 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": [ { "score": 15.471903800964355, "text": "December 21, 2006", "probability": 0.9858330850113114 }, { "text": "", "score": 11.023303031921387, "probability": 0.011529238491362377 }, { "score": 8.755193710327148, "text": "21, 2006", "probability": 0.001193364900892779 }, { "score": 7.327652931213379, "text": "as of December 21, 2006", "probability": 0.000286286043908304 }, { "score": 7.290882110595703, "text": ", 2006", "probability": 0.00027595026326247016 }, { "score": 6.862105369567871, "text": "This STRATEGIC ALLIANCE AGREEMENT (this \"Agreement\") is made as of December 21, 2006", "probability": 0.00017972787526528313 }, { "score": 6.626945495605469, "text": "December 21, 2006 by", "probability": 0.00014206490475553692 }, { "score": 6.608924865722656, "text": "December 21", "probability": 0.00013952773504606755 }, { "score": 6.137905120849609, "text": "December", "probability": 8.711626921263505e-05 }, { "score": 6.061234951019287, "text": "is made as of December 21, 2006", "probability": 8.068667826042578e-05 }, { "score": 5.670884132385254, "text": "of December 21, 2006", "probability": 5.461030852186335e-05 }, { "score": 5.497193813323975, "text": "this \"Agreement\") is made as of December 21, 2006", "probability": 4.590308594095776e-05 }, { "score": 5.437252998352051, "text": "December 21,", "probability": 4.323245695972544e-05 }, { "score": 5.097799301147461, "text": "made as of December 21, 2006", "probability": 3.07883950368076e-05 }, { "score": 4.607660293579102, "text": "Agreement\") is made as of December 21, 2006", "probability": 1.885916168570037e-05 }, { "score": 4.527102947235107, "text": "2006", "probability": 1.7399500180457105e-05 }, { "score": 4.123623847961426, "text": "\"Agreement\") is made as of December 21, 2006", "probability": 1.1622726718721998e-05 }, { "score": 4.048828125, "text": "STRATEGIC ALLIANCE AGREEMENT (this \"Agreement\") is made as of December 21, 2006", "probability": 1.0785111932386178e-05 }, { "score": 4.007030487060547, "text": "contemplated hereby and thereby.", "probability": 1.0343610854689635e-05 }, { "score": 3.912165403366089, "text": "Execution Copy STRATEGIC ALLIANCE AGREEMENT This STRATEGIC ALLIANCE AGREEMENT (this \"Agreement\") is made as of December 21, 2006", "probability": 9.407468891258425e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Effective Date": [ { "score": 15.393548965454102, "text": "December 21, 2006", "probability": 0.6588835781107966 }, { "score": 14.013436317443848, "text": "The Closing shall be deemed effective as of 12:01 a.m. U.S. Eastern Standard Time, on the Closing Date.", "probability": 0.16574230562336675 }, { "score": 13.084951400756836, "text": "Unless this Agreement shall have been terminated and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase of the Shares (the \"Closing\") shall take place at 11:00 a.m., on December 22, 2006", "probability": 0.06549339446695439 }, { "score": 12.414925575256348, "text": "Unless this Agreement shall have been terminated and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase of the Shares (the \"Closing\") shall take place at 11:00 a.m., on December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto.", "probability": 0.033512666244543944 }, { "score": 11.893316268920898, "text": "December 22, 2006", "probability": 0.01989193071697162 }, { "score": 11.886606216430664, "text": "December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto. At the Closing, Oxbow shall pay to Global Energy the Purchase Price and Global Energy shall deliver to Oxbow a stock certificate evidencing the issuance to Oxbow of the Shares. The Closing shall be deemed effective as of 12:01 a.m. U.S. Eastern Standard Time, on the Closing Date.", "probability": 0.019758901632930623 }, { "text": "", "score": 11.731216430664062, "probability": 0.016915228648324395 }, { "score": 11.223291397094727, "text": "December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto.", "probability": 0.010178618412633846 }, { "score": 9.848373413085938, "text": "December 22, 2006", "probability": 0.002573768846848064 }, { "score": 9.477462768554688, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter.", "probability": 0.001776172303358381 }, { "score": 8.849408149719238, "text": "Unless this Agreement shall have been terminated and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase of the Shares (the \"Closing\") shall take place at 11:00 a.m., on December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto", "probability": 0.0009478168786997088 }, { "score": 8.836287498474121, "text": "12:01 a.m. U.S. Eastern Standard Time, on the Closing Date.", "probability": 0.0009354621323889927 }, { "score": 8.559040069580078, "text": "11:00 a.m., on December 22, 2006", "probability": 0.0007089558384717203 }, { "score": 8.36945629119873, "text": "IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above.", "probability": 0.0005865215783498003 }, { "score": 8.22222900390625, "text": "The Closing shall be deemed effective as of 12:01 a.m. U.S. Eastern Standard Time, on the Closing Date", "probability": 0.0005062254745199367 }, { "score": 7.999424934387207, "text": "21, 2006", "probability": 0.00040511788642143677 }, { "score": 7.889014720916748, "text": "11:00 a.m., on December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto.", "probability": 0.0003627695879771271 }, { "score": 7.657773971557617, "text": "December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto", "probability": 0.00028787522493554685 }, { "score": 7.587519645690918, "text": "11:00 a.m., on December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto. At the Closing, Oxbow shall pay to Global Energy the Purchase Price and Global Energy shall deliver to Oxbow a stock certificate evidencing the issuance to Oxbow of the Shares. The Closing shall be deemed effective as of 12:01 a.m. U.S. Eastern Standard Time, on the Closing Date.", "probability": 0.0002683448249245371 }, { "score": 7.572504043579102, "text": "Unless this Agreement shall have been terminated and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase of the Shares (the \"Closing\") shall take place at 11:00 a.m.,", "probability": 0.0002643455665825926 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": [ { "score": 15.123862266540527, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 0.9431507181147398 }, { "text": "", "score": 11.637938499450684, "probability": 0.028884419471311793 }, { "score": 11.442229270935059, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter.", "probability": 0.023750251088837035 }, { "score": 8.994843482971191, "text": "This Agreement shall be for an initial term of five (5) years,", "probability": 0.0020548591688414725 }, { "score": 7.608292579650879, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.0005135830195905269 }, { "score": 7.090379238128662, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 0.00030597345467522593 }, { "score": 6.785161018371582, "text": ".", "probability": 0.0002254909734297056 }, { "score": 6.746352195739746, "text": "This Agreement shall be for an initial term of five (5) years,", "probability": 0.00021690756745640352 }, { "score": 6.504980564117432, "text": "This Agreement shall be for an initial term of five (5) years", "probability": 0.0001703916608886558 }, { "score": 6.2117815017700195, "text": "(a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 0.00012709065013175806 }, { "score": 6.1540446281433105, "text": "Unless this Agreement shall have been terminated and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase of the Shares (the \"Closing\") shall take place at 11:00 a.m., on December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto.", "probability": 0.00011996064597385206 }, { "score": 5.9115891456604, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter", "probability": 9.413296050420971e-05 }, { "score": 5.885556697845459, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 9.171407053853608e-05 }, { "score": 5.853089332580566, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter", "probability": 8.87841766475233e-05 }, { "score": 5.245177268981934, "text": "This Agreement shall be for an initial term of five (5) years, and", "probability": 4.8341788822892494e-05 }, { "score": 5.2402496337890625, "text": "This", "probability": 4.8104164067880564e-05 }, { "score": 4.999353408813477, "text": "Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 3.780617766059965e-05 }, { "score": 4.546891212463379, "text": "(g) Board of Directors. During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 2.4047001790309998e-05 }, { "score": 4.532927513122559, "text": "Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 2.3713550214189668e-05 }, { "score": 4.532790184020996, "text": "shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 2.3710293877243926e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": [ { "score": 15.657984733581543, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 0.9810800221332847 }, { "text": "", "score": 11.515823364257812, "probability": 0.0155878639397953 }, { "score": 9.38630485534668, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 0.001853311705820529 }, { "score": 8.643919944763184, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.0008821344820854867 }, { "score": 6.9517693519592285, "text": ".", "probability": 0.0001624213566585763 }, { "score": 6.664216995239258, "text": "This", "probability": 0.00012183181997268055 }, { "score": 5.59576416015625, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter", "probability": 4.1854057004275414e-05 }, { "score": 5.551792144775391, "text": "(a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 4.0053526353540496e-05 }, { "score": 5.447028160095215, "text": "Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 3.606968398562963e-05 }, { "score": 5.320818901062012, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either", "probability": 3.179291526966108e-05 }, { "score": 4.9998369216918945, "text": "and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 2.3063735572669238e-05 }, { "score": 4.94576358795166, "text": "five (5) years thereafter.", "probability": 2.1849721196882467e-05 }, { "score": 4.907938480377197, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.1038688536631574e-05 }, { "score": 4.701752662658691, "text": "shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 1.7118799340928823e-05 }, { "score": 4.639984130859375, "text": "(g) Board of Directors. During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 1.6093391220169406e-05 }, { "score": 4.580641269683838, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 1.5166148067071545e-05 }, { "score": 4.405407905578613, "text": "unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 1.2728358784257315e-05 }, { "score": 4.3871965408325195, "text": ", shall automatically renew for an additional term of five (5) years thereafter.", "probability": 1.2498655949323019e-05 }, { "score": 4.328105449676514, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following: (i) Default. Material nonperformance by the other Party of any provisions set forth in this Agreement which is not cured within thirty (30) days after receipt of notice thereof from the Party not in default; or", "probability": 1.1781494329973934e-05 }, { "score": 4.2868547439575195, "text": "automatically renew for an additional term of five (5) years thereafter.", "probability": 1.1305386771784228e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 15.635223388671875, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 0.9626592119194308 }, { "text": "", "score": 11.852617263793945, "probability": 0.02191329088763615 }, { "score": 11.30928897857666, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.01272750064368121 }, { "score": 8.961370468139648, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0012163402398702066 }, { "score": 7.57412052154541, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.00030379461949373065 }, { "score": 7.213693618774414, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 0.00021185985114296696 }, { "score": 7.046838760375977, "text": "This Agreement shall be for an initial term of five (5) years,", "probability": 0.00017930174594920172 }, { "score": 6.770716190338135, "text": ".", "probability": 0.00013603980790798508 }, { "score": 6.606672286987305, "text": "unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 0.00011545763253179698 }, { "score": 6.562366485595703, "text": "This", "probability": 0.00011045385626377413 }, { "score": 6.063078880310059, "text": "and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 6.704139323373073e-05 }, { "score": 6.048079490661621, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following", "probability": 6.604331723180169e-05 }, { "score": 6.034027576446533, "text": "(a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 6.512177210381299e-05 }, { "score": 5.586862564086914, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter", "probability": 4.1641360738901055e-05 }, { "score": 5.535526275634766, "text": "This Agreement shall be for an initial term of five (5) years", "probability": 3.9557591923732076e-05 }, { "score": 5.51505184173584, "text": "Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 3.87559076440567e-05 }, { "score": 5.330822944641113, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 3.223504782557087e-05 }, { "score": 5.217733860015869, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either", "probability": 2.8788189544966937e-05 }, { "score": 5.135714530944824, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 2.652123913354365e-05 }, { "score": 4.9043354988098145, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter.", "probability": 2.10429767122973e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Governing Law": [ { "score": 16.098154067993164, "text": "This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.", "probability": 0.5003917691161257 }, { "score": 16.069381713867188, "text": "This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.", "probability": 0.48619947190959395 }, { "text": "", "score": 12.336841583251953, "probability": 0.011635710319270577 }, { "score": 9.379678726196289, "text": "This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York", "probability": 0.0006046629933440927 }, { "score": 8.537359237670898, "text": "Governing Law. This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.", "probability": 0.00026043460117117467 }, { "score": 8.473909378051758, "text": "This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York", "probability": 0.00024442338814406817 }, { "score": 8.068001747131348, "text": "(h) Governing Law. This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.", "probability": 0.0001628768327651461 }, { "score": 7.541618347167969, "text": ".", "probability": 9.62174648032686e-05 }, { "score": 7.502820014953613, "text": ".", "probability": 9.255587866391522e-05 }, { "score": 7.098474979400635, "text": "Governing Law. This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.", "probability": 6.177307069578605e-05 }, { "score": 6.9046173095703125, "text": "Oxbow is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power and authority to conduct its business as such business is now being conducted.", "probability": 5.0887120206571126e-05 }, { "score": 6.560279846191406, "text": "This", "probability": 3.6063179523458894e-05 }, { "score": 6.402544975280762, "text": "This", "probability": 3.080070305309964e-05 }, { "score": 6.193787574768066, "text": "True and complete copies of the Articles or Certificates of Incorporation and Bylaws of Global Energy and GEC (the \"Governing Documents\") have been furnished to Oxbow.", "probability": 2.499760738293597e-05 }, { "score": 6.112159729003906, "text": "Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.", "probability": 2.3038166872606294e-05 }, { "score": 6.008997440338135, "text": "Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.", "probability": 2.077997912659693e-05 }, { "score": 5.805665016174316, "text": "the laws of the State of New York.", "probability": 1.6956607095378795e-05 }, { "score": 5.780106544494629, "text": "shall be subject to, and construed in accordance with, the laws of the State of New York.", "probability": 1.6528713578002675e-05 }, { "score": 5.763363838195801, "text": "be subject to, and construed in accordance with, the laws of the State of New York.", "probability": 1.625428195574591e-05 }, { "score": 5.599535942077637, "text": "be subject to, and construed in accordance with, the laws of the State of New York.", "probability": 1.3798066627823327e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.072098731994629, "probability": 0.3766485434903264 }, { "score": 11.065062522888184, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.1375897316594627 }, { "score": 10.867677688598633, "text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares.", "probability": 0.1129439258188757 }, { "score": 10.381084442138672, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.06942855355433668 }, { "score": 9.91250228881836, "text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares", "probability": 0.04345457171778208 }, { "score": 9.827943801879883, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.0399311841841707 }, { "score": 9.62778377532959, "text": "As an incentive to obtain the lowest cost of fuel throughout the life of the Lima Project, the Lima Project Company would receive two-thirds (2/3) of any cost savings below $1.07 per MMBTU delivered to the project (such price, the \"Price Basis\"), escalated each year beginning in 2009 in accordance with increases in the Consumer Price Index, and Oxbow would receive one- third (1/3) of any such cost savings.", "probability": 0.032687657186821706 }, { "score": 9.474845886230469, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and 3\n\n\n\n\n\n (ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.028051992448808096 }, { "score": 9.34295654296875, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 0.02458583141393961 }, { "score": 9.192911148071289, "text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares. It is understood that the price protection afforded by this covenant extends to and includes the offering price pursuant to the IPO.", "probability": 0.02116026061535593 }, { "score": 9.101438522338867, "text": "Oxbow and Global Energy hereby designate one another as their preferred suppliers of certain goods and services, as follows: (i) Oxbow shall be the preferred petroleum coke supplier to petroleum coke gasification projects owned or controlled by Global Energy.", "probability": 0.019310563882576456 }, { "score": 8.760337829589844, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent). (iii) Oxbow will have a seat on the Board of Directors of GEC or any subsidiary or affiliate of GEC which is responsible for the engineering, procurement and construction (\"EPC\") contract for the Lima Project. (c) Fuel Management and Supply Agreement. In addition, if Oxbow makes the Lima Investment, Oxbow and Global Energy will enter into a fuel management and supply agreement (the \"Fuel Management and Supply Agreement\") for all fuel to be utilized by the Lima Project, which would include the following material provisions: (i) Oxbow will manage all fuel coke and Coal supply and logistics for the Lima Project. (ii) Oxbow will be paid a management fee of One Million and No/100 Dollars ($1,000,000.00) per year, such fee to be paid irrespective of actual Coal or petroleum coke use by the Lima Project.", "probability": 0.013729565933853593 }, { "score": 8.74776554107666, "text": "(ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.01355803440111682 }, { "score": 8.546324729919434, "text": "Oxbow and Global Energy hereby designate one another as their preferred suppliers of certain goods and services, as follows:", "probability": 0.011084397680851753 }, { "score": 8.489106178283691, "text": "Oxbow and Global Energy hereby designate one another as their preferred suppliers of certain goods and services, as follows: (i) Oxbow shall be the preferred petroleum coke supplier to petroleum coke gasification projects owned or controlled by Global Energy.", "probability": 0.010467968270225746 }, { "score": 8.471902847290039, "text": "As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares will constitute a forty-four hundredths of one percent (0.44%) interest in the common shares of Global Energy.", "probability": 0.010289424524203651 }, { "score": 8.355649948120117, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses.", "probability": 0.009160160710795196 }, { "score": 8.342294692993164, "text": "Oxbow and Global Energy hereby designate one another as their preferred suppliers of certain goods and services, as follows: (i) Oxbow shall be the preferred petroleum coke supplier to petroleum coke gasification projects owned or controlled by Global Energy. (ii) Oxbow shall be a preferred supplier of coal, coal fines, gob or waste coal products (collectively, \"Coal\") to gasification projects owned or controlled by Global Energy. (iii) Global Energy shall be the preferred gasification technology supplier to petroleum coke gasification projects majority owned or controlled by Oxbow. (iv) Global Energy shall be the preferred gasification project operator for petroleum coke gasification projects at sites majority owned or controlled by Oxbow.", "probability": 0.009038637719038107 }, { "score": 8.276688575744629, "text": "If Oxbow makes the Lima Investment:", "probability": 0.008464681175319132 }, { "score": 8.270720481872559, "text": "As fuel supply manager, Oxbow will receive a base commission of $0.12 per MMBTU consumed by the Lima Project, independent of fuel type (the \"Base Commission\"). As an incentive to obtain the lowest cost of fuel throughout the life of the Lima Project, the Lima Project Company would receive two-thirds (2/3) of any cost savings below $1.07 per MMBTU delivered to the project (such price, the \"Price Basis\"), escalated each year beginning in 2009 in accordance with increases in the Consumer Price Index, and Oxbow would receive one- third (1/3) of any such cost savings.", "probability": 0.0084143136121401 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": [ { "text": "", "score": 12.042344093322754, "probability": 0.9493124813201539 }, { "score": 8.515332221984863, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0279027750317046 }, { "score": 8.070538520812988, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.017884464772560837 }, { "score": 5.8408308029174805, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0019236505872947528 }, { "score": 5.583714962005615, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 0.0014875178931948627 }, { "score": 3.77174973487854, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.00024296051471651216 }, { "score": 3.757763385772705, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.00023958603745611134 }, { "score": 3.5397989749908447, "text": "if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0001926640848286671 }, { "score": 3.5108859539031982, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 0.00018717334353980685 }, { "score": 3.2135567665100098, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.00013903225699087387 }, { "score": 2.9092133045196533, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 0.00010255123310775169 }, { "score": 2.6875054836273193, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 8.215885982326036e-05 }, { "score": 2.532075881958008, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 7.033187333612767e-05 }, { "score": 2.157473087310791, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 4.835754656331698e-05 }, { "score": 2.1449387073516846, "text": "Further", "probability": 4.775519762231646e-05 }, { "score": 2.0757391452789307, "text": "if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 4.456230621971275e-05 }, { "score": 1.658663272857666, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 2.9365263941545856e-05 }, { "score": 1.625990390777588, "text": "Further", "probability": 2.842132077882759e-05 }, { "score": 1.225633978843689, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 1.9044592123192528e-05 }, { "score": 0.9965848922729492, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project", "probability": 1.514596404285863e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": [ { "text": "", "score": 12.164443969726562, "probability": 0.8396975901453081 }, { "score": 10.493027687072754, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 0.15784689316815367 }, { "score": 5.260694980621338, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other", "probability": 0.0008430684098321984 }, { "score": 4.70296573638916, "text": "(e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 0.00048266308367780615 }, { "score": 4.630035400390625, "text": "Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 0.0004487152614215276 }, { "score": 3.8934879302978516, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other. (f) Price Protection. If", "probability": 0.00021482871900524138 }, { "score": 3.442544937133789, "text": "Each", "probability": 0.00013685172790480155 }, { "score": 3.0151431560516357, "text": "(ii) Each Party agrees to use its commercially reasonable efforts to assist the other Party in obtaining any consents of third parties and Governmental Authorities which may be necessary or advisable for such Party to obtain in connection with the transactions contemplated by this Agreement, including providing to such third parties and Governmental Authorities such financial statements and other financial information with respect to such Party and their Affiliates as such third parties or Governmental Authorities may reasonably request. (e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 8.925489638335019e-05 }, { "score": 2.7955822944641113, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement,", "probability": 7.16601939931038e-05 }, { "score": 1.8455965518951416, "text": "except in participation with each other.", "probability": 2.771433189819986e-05 }, { "score": 1.8258137702941895, "text": "Each Party agrees to use its commercially reasonable efforts to assist the other Party in obtaining any consents of third parties and Governmental Authorities which may be necessary or advisable for such Party to obtain in connection with the transactions contemplated by this Agreement, including providing to such third parties and Governmental Authorities such financial statements and other financial information with respect to such Party and their Affiliates as such third parties or Governmental Authorities may reasonably request. (e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 2.7171452856707698e-05 }, { "score": 1.7341008186340332, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.4790337075102444e-05 }, { "score": 1.4927854537963867, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other. (f) Price Protection. If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is", "probability": 1.9475136064139338e-05 }, { "score": 1.4853005409240723, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 1.9329910545706882e-05 }, { "score": 1.0060876607894897, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 1.1970446079470678e-05 }, { "score": 0.7118873596191406, "text": ".", "probability": 8.919505288830974e-06 }, { "score": 0.6220970153808594, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except", "probability": 8.153523294607572e-06 }, { "score": 0.5893659591674805, "text": "e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 7.890970126071695e-06 }, { "score": 0.4491763114929199, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other. (f) Price Protection.", "probability": 6.858778989550644e-06 }, { "score": 0.34819650650024414, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other", "probability": 6.20000210174192e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.090375900268555, "probability": 0.6888665997101369 }, { "score": 11.281881332397461, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 0.30690954732175674 }, { "score": 6.44003963470459, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0024222851521095994 }, { "score": 5.442915916442871, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other", "probability": 0.0008936756780022975 }, { "score": 4.198315620422363, "text": "Each", "probability": 0.00025742866099751646 }, { "score": 3.5238256454467773, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other. (f) Price Protection. If", "probability": 0.00013113832236804387 }, { "score": 3.3290157318115234, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 0.00010792566989229571 }, { "score": 3.3258090019226074, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement,", "probability": 0.00010758013573432409 }, { "score": 2.904574394226074, "text": "(e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 7.059797143377205e-05 }, { "score": 2.473939895629883, "text": "(ii) Each Party agrees to use its commercially reasonable efforts to assist the other Party in obtaining any consents of third parties and Governmental Authorities which may be necessary or advisable for such Party to obtain in connection with the transactions contemplated by this Agreement, including providing to such third parties and Governmental Authorities such financial statements and other financial information with respect to such Party and their Affiliates as such third parties or Governmental Authorities may reasonably request. (e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 4.589549262059405e-05 }, { "score": 2.3649191856384277, "text": "Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 4.115503192976705e-05 }, { "score": 2.1578686237335205, "text": "except in participation with each other.", "probability": 3.3458157903799496e-05 }, { "score": 1.7799168825149536, "text": "if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 2.2927656725855188e-05 }, { "score": 1.6627616882324219, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.039293882414737e-05 }, { "score": 1.3958954811096191, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except", "probability": 1.5616413330796582e-05 }, { "score": 1.2357995510101318, "text": ".", "probability": 1.3306153103948943e-05 }, { "score": 1.2240043878555298, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 1.3150126843662614e-05 }, { "score": 0.8845992088317871, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other", "probability": 9.365439131056116e-06 }, { "score": 0.8684039115905762, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other. (f) Price Protection.", "probability": 9.214984676356197e-06 }, { "score": 0.8153667449951172, "text": "Each Party agrees that it will not", "probability": 8.738982478124493e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.896940231323242, "probability": 0.5373432106597484 }, { "score": 11.615842819213867, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 0.40566983084730085 }, { "score": 9.035896301269531, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.030740871435603962 }, { "score": 8.262218475341797, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.014181173291318612 }, { "score": 6.652282238006592, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.002834821644007469 }, { "score": 6.607906341552734, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 0.002711774253029478 }, { "score": 6.174351692199707, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other", "probability": 0.001757774424334387 }, { "score": 6.059982776641846, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 0.0015678097186604526 }, { "score": 5.394837379455566, "text": "(e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 0.0008061658120257866 }, { "score": 5.286304950714111, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 0.0007232514977563954 }, { "score": 4.6834282875061035, "text": "Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 0.00039578864796460737 }, { "score": 4.567390441894531, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other. (f) Price Protection. If", "probability": 0.000352426646620521 }, { "score": 4.097935676574707, "text": "Each", "probability": 0.00022038758374227593 }, { "score": 3.8751394748687744, "text": "if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.00017637131886381706 }, { "score": 3.664459228515625, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement,", "probability": 0.00014286659496958912 }, { "score": 3.2105119228363037, "text": "then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 9.073688881557032e-05 }, { "score": 3.180555820465088, "text": "(ii) Each Party agrees to use its commercially reasonable efforts to assist the other Party in obtaining any consents of third parties and Governmental Authorities which may be necessary or advisable for such Party to obtain in connection with the transactions contemplated by this Agreement, including providing to such third parties and Governmental Authorities such financial statements and other financial information with respect to such Party and their Affiliates as such third parties or Governmental Authorities may reasonably request. (e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 8.805907397885464e-05 }, { "score": 3.008866310119629, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 7.416693078880082e-05 }, { "score": 2.8220441341400146, "text": "Further", "probability": 6.152823641532094e-05 }, { "score": 2.8131675720214844, "text": "except in participation with each other.", "probability": 6.098449405442725e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.24612045288086, "probability": 0.9995391042669928 }, { "score": 4.166947364807129, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0003097843678646185 }, { "score": 2.6141326427459717, "text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 6.556629353598426e-05 }, { "score": 2.1150107383728027, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 3.9802902687515817e-05 }, { "score": 1.8578792810440063, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 3.077825346118748e-05 }, { "score": -0.38461875915527344, "text": "if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 3.268431950144231e-06 }, { "score": -0.8543972969055176, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 2.0432298307409355e-06 }, { "score": -1.1323585510253906, "text": "Further", "probability": 1.5473914103239877e-06 }, { "score": -1.4035546779632568, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 1.1798347958297645e-06 }, { "score": -1.5904589891433716, "text": "(ii) Each Party agrees to use its commercially reasonable efforts to assist the other Party in obtaining any consents of third parties and Governmental Authorities which may be necessary or advisable for such Party to obtain in connection with the transactions contemplated by this Agreement, including providing to such third parties and Governmental Authorities such financial statements and other financial information with respect to such Party and their Affiliates as such third parties or Governmental Authorities may reasonably request. (e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 9.787002275598283e-07 }, { "score": -1.6056652069091797, "text": "Each", "probability": 9.639304793742201e-07 }, { "score": -1.7156412601470947, "text": "(d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 8.635425062755244e-07 }, { "score": -2.040133237838745, "text": "set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 6.242501342692177e-07 }, { "score": -2.131545305252075, "text": "(e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "probability": 5.697166185902288e-07 }, { "score": -2.2047884464263916, "text": "(ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 5.294802874100278e-07 }, { "score": -2.236631393432617, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement", "probability": 5.128856873454624e-07 }, { "score": -2.238140344619751, "text": "(i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 5.121123514884446e-07 }, { "score": -2.253103733062744, "text": "Except as set forth on Schedule 4(1) hereto: (i) Each of Global Energy and GEC has complied in all respects with all Environmental Laws or has resolved any non-compliance to the satisfaction of the Governmental Authority having jurisdiction thereof and has provided Oxbow with evidence of such satisfaction. Each of Global Energy and GEC is in compliance with all Environmental Laws. (ii) Neither Global Energy nor GEC has any liability, known or unknown, contingent or absolute, under any Environmental Law, nor is either Global Energy or GEC responsible for any such liability of any other Person under any Environmental Law, whether by contract, by operation of law or otherwise. There are no pending or, to the knowledge of Global Energy threatened, Environmental Claims and there are no fact(s) which might reasonably form the basis for any Environmental Claim and Neither Global Energy nor any of its Affiliates, including GEC, has received any notice of any Environmental Claim or threatened Environmental Claim. (m) Permits, Approvals and Site for Lima Project. Global Energy and/or its Affiliates:", "probability": 5.045064622984541e-07 }, { "score": -2.3936946392059326, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 4.383377547966895e-07 }, { "score": -2.4185781478881836, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 4.2756496177431225e-07 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.773585319519043, "probability": 0.9979556714311095 }, { "score": 5.344983100891113, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated.", "probability": 0.0016114052740118933 }, { "score": 3.111800193786621, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated. (c) Confidential Information. Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to: (i) those employees with a need to know the Confidential Information for the purpose of performing work related to the transactions contemplated by this Agreement; provided, however that the Parties shall require all such employees receiving the Confidential Information abide by the terms of this confidentiality covenant. Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates;", "probability": 0.00017272124790036734 }, { "score": 1.8958141803741455, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated. (c) Confidential Information. Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to: (i) those employees with a need to know the Confidential Information for the purpose of performing work related to the transactions contemplated by this Agreement; provided, however that the Parties shall require all such employees receiving the Confidential Information abide by the terms of this confidentiality covenant. Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates; or", "probability": 5.119761749994315e-05 }, { "score": 1.8930413722991943, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated. (c) Confidential Information. Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to:", "probability": 5.105585296647191e-05 }, { "score": 1.474869966506958, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 3.3607484121974536e-05 }, { "score": 1.2019625902175903, "text": "(ii) Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated.", "probability": 2.558078305290866e-05 }, { "score": 1.1947827339172363, "text": "The execution and delivery of, and performance under, this Agreement by Oxbow and the consummation by Oxbow of the transactions contemplated hereby and thereby, will not:", "probability": 2.5397774480343404e-05 }, { "score": 1.1667814254760742, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated", "probability": 2.4696468133430907e-05 }, { "score": 0.14283037185668945, "text": "Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates;", "probability": 8.87030507044277e-06 }, { "score": -0.22723770141601562, "text": "Each", "probability": 6.1266071629856764e-06 }, { "score": -0.22724246978759766, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated. (c) Confidential Information. Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to: (i) those employees with a need to know the Confidential Information for the purpose of performing work related to the transactions contemplated by this Agreement; provided, however that the Parties shall require all such employees receiving the Confidential Information abide by the terms of this confidentiality covenant.", "probability": 6.126577949115838e-06 }, { "score": -0.29265081882476807, "text": "If Oxbow makes the Lima Investment:", "probability": 5.7386729978446655e-06 }, { "score": -0.6673197746276855, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated. (c) Confidential Information. Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to: (i) those employees with a need to know the Confidential Information for the purpose of performing work related to the transactions contemplated by this Agreement; provided, however that the Parties shall require all such employees receiving the Confidential Information abide by the terms of this confidentiality covenant. Each", "probability": 3.945434322876712e-06 }, { "score": -0.7623510360717773, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 3.58775902766468e-06 }, { "score": -0.8231906890869141, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated. (c) Confidential Information. Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to: (i) those employees with a need to know the Confidential Information for the purpose of performing work related to the transactions contemplated by this Agreement; provided, however that the Parties shall require all such employees receiving the Confidential Information abide by the terms of this confidentiality covenant. Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates", "probability": 3.3759883580993043e-06 }, { "score": -0.9343793988227844, "text": "The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 3.0207327021364197e-06 }, { "score": -1.0312204360961914, "text": "(ii) Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated. (c) Confidential Information. Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to: (i) those employees with a need to know the Confidential Information for the purpose of performing work related to the transactions contemplated by this Agreement; provided, however that the Parties shall require all such employees receiving the Confidential Information abide by the terms of this confidentiality covenant. Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates;", "probability": 2.7419199351749377e-06 }, { "score": -1.0731555223464966, "text": "Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates; or", "probability": 2.629314839734312e-06 }, { "score": -1.12248694896698, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.5027543575416732e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.67982006072998, "probability": 0.8345627595733256 }, { "score": 9.754720687866211, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.12173037689955876 }, { "score": 8.567645072937012, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.037141426305738336 }, { "score": 5.451388359069824, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0016462109361656606 }, { "score": 5.2793192863464355, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 0.0013859795862027659 }, { "score": 4.437036991119385, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following", "probability": 0.0005969779367517252 }, { "score": 4.415204048156738, "text": "if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0005840854045957576 }, { "score": 4.201328277587891, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following: (i) Default. Material nonperformance by the other Party of any provisions set forth in this Agreement which is not cured within thirty (30) days after receipt of notice thereof from the Party not in default; or", "probability": 0.00047161899343589375 }, { "score": 4.009925842285156, "text": "Either Party may terminate this Agreement by written notice to the other Party", "probability": 0.00038946305444442216 }, { "score": 3.818716049194336, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0003216806277047142 }, { "score": 3.2556421756744385, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following: (i) Default. Material nonperformance by the other Party of any provisions set forth in this Agreement which is not cured within thirty (30) days after receipt of notice thereof from the Party not in default;", "probability": 0.00018318294270502813 }, { "score": 3.183196544647217, "text": "(b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.0001703814435946298 }, { "score": 3.011831521987915, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement", "probability": 0.00014354874827046682 }, { "score": 2.980630874633789, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.00013913908430372333 }, { "score": 2.817213535308838, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.00011816201604081321 }, { "score": 2.6192679405212402, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement,", "probability": 9.694182974324204e-05 }, { "score": 2.511070489883423, "text": "Either", "probability": 8.700048162936183e-05 }, { "score": 2.4894187450408936, "text": "Either Party may terminate this Agreement", "probability": 8.513701584135401e-05 }, { "score": 2.466784954071045, "text": "by written notice to the other Party in the event of the following:", "probability": 8.323168617685903e-05 }, { "score": 2.183445453643799, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following: (i) Default.", "probability": 6.269543377107801e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.241691589355469, "probability": 0.37363764817338635 }, { "score": 11.703407287597656, "text": "None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow.", "probability": 0.21811057759488225 }, { "score": 11.30432415008545, "text": "No Person has a right to acquire any of the Shares. None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow.", "probability": 0.14633800274975842 }, { "score": 10.598798751831055, "text": "No Person has a right to acquire any of the Shares.", "probability": 0.07226888197731816 }, { "score": 10.03420352935791, "text": "None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow.", "probability": 0.04109138186870839 }, { "score": 9.854117393493652, "text": "No Person has a right to acquire any of the Shares. None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow.", "probability": 0.03431945095776997 }, { "score": 9.772573471069336, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.03163197114863182 }, { "score": 9.475140571594238, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.023493774117005893 }, { "score": 8.714527130126953, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 0.010980511430771358 }, { "score": 8.498330116271973, "text": "There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.008845642806527965 }, { "score": 8.344468116760254, "text": "No Person has a right to acquire any of the Shares.", "probability": 0.00758416863265856 }, { "score": 8.292275428771973, "text": "Oxbow's obligation to make this investment would be subject to: (i) Oxbow obtaining the consent of its existing lenders; and (ii) Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account. (iii) Global Energy providing evidence satisfactory to Oxbow in its reasonable discretion that it has secured the right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).", "probability": 0.007198483019131904 }, { "score": 8.288552284240723, "text": "Global Energy providing evidence satisfactory to Oxbow in its reasonable discretion that it has secured the right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).", "probability": 0.007171731856569836 }, { "score": 7.578947067260742, "text": "The obligation of Oxbow to proceed with the Closing of the Share purchase contemplated under Section 1 is subject to the satisfaction of all of the conditions set forth in this Section 6(a):", "probability": 0.0035273326092109592 }, { "score": 7.335184097290039, "text": "Oxbow's obligation to make this investment would be subject to: (i) Oxbow obtaining the consent of its existing lenders; and (ii) Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account.", "probability": 0.002764276620170342 }, { "score": 7.293677806854248, "text": "None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow. (d) No Violation; Consents. (i) The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 0.0026518902566625376 }, { "score": 7.146799087524414, "text": "Unless this Agreement shall have been terminated and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase of the Shares (the \"Closing\") shall take place at 11:00 a.m., on December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto.", "probability": 0.002289638559406242 }, { "score": 7.107590675354004, "text": "Global Energy providing evidence satisfactory to Oxbow in its reasonable discretion that it has secured the right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00). (b) Revenues and Benefits to Oxbow. If Oxbow makes the Lima Investment:", "probability": 0.0022016026196001637 }, { "score": 7.066885948181152, "text": "(iii) No Person has a right to acquire any of the Shares. None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow.", "probability": 0.002113786378404294 }, { "score": 6.894595146179199, "text": "No Person has a right to acquire any of the Shares. None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow. (d) No Violation; Consents. (i) The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 0.001779246623424621 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": [ { "score": 12.260103225708008, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.3652678217332755 }, { "text": "", "score": 12.245197296142578, "probability": 0.35986354326994346 }, { "score": 11.599474906921387, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.18867057859079728 }, { "score": 9.640670776367188, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.026607640020023672 }, { "score": 9.39280891418457, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 0.020766404884509926 }, { "score": 8.340834617614746, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.007252616023378805 }, { "score": 8.205058097839355, "text": "if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.006331807337897631 }, { "score": 7.758817195892334, "text": "then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.004052543922220068 }, { "score": 7.725800514221191, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 0.003920927101014061 }, { "score": 7.634977340698242, "text": "if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0035805089591823863 }, { "score": 7.501847267150879, "text": "provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.003134202902342085 }, { "score": 7.362735748291016, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.002727167064972763 }, { "score": 7.287386417388916, "text": "There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.002529227788891695 }, { "score": 6.405950546264648, "text": "then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 0.0010475752031742175 }, { "score": 6.374393939971924, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.00101503343917477 }, { "score": 6.148981094360352, "text": "provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 0.0008101861129287136 }, { "score": 6.043803691864014, "text": "the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0007293010340277176 }, { "score": 5.9345197677612305, "text": "There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 0.0006538007645752082 }, { "score": 5.799211502075195, "text": "Unless this Agreement shall have been terminated and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase of the Shares (the \"Closing\") shall take place at 11:00 a.m., on December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto.", "probability": 0.0005710600657241742 }, { "score": 5.600300312042236, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement", "probability": 0.00046805378194612386 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.159099578857422, "probability": 0.994703047406675 }, { "score": 5.3835272789001465, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0011352716344888204 }, { "score": 5.346843719482422, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.0010943804328900867 }, { "score": 5.030088424682617, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0007972659983489139 }, { "score": 4.971109390258789, "text": "This Agreement shall not confer any legal rights or benefits on any third party (other than Affiliates of the Parties hereto, to the extent set forth herein).", "probability": 0.0007516038111040824 }, { "score": 4.956633567810059, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated.", "probability": 0.0007408020982452379 }, { "score": 4.370481967926025, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 0.00041223019368079176 }, { "score": 3.04233455657959, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated. (c) Confidential Information. Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to:", "probability": 0.00010922767928546246 }, { "score": 2.6515839099884033, "text": "This Agreement shall not confer any legal rights or benefits on any third party (other than Affiliates of the Parties hereto, to the extent set forth herein).", "probability": 7.389785914480514e-05 }, { "score": 2.233822822570801, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 4.8663184080656545e-05 }, { "score": 1.3329277038574219, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 1.9767272216789585e-05 }, { "score": 1.2906863689422607, "text": "if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 1.8949666205060916e-05 }, { "score": 1.2505972385406494, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated. (c) Confidential Information. Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to: (i) those employees with a need to know the Confidential Information for the purpose of performing work related to the transactions contemplated by this Agreement; provided, however that the Parties shall require all such employees receiving the Confidential Information abide by the terms of this confidentiality covenant.", "probability": 1.820501647254012e-05 }, { "score": 0.9827582836151123, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project;", "probability": 1.3927401513768135e-05 }, { "score": 0.9252447485923767, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 1.3148986672311496e-05 }, { "score": 0.8599002361297607, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 1.231724341210208e-05 }, { "score": 0.8265352249145508, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement", "probability": 1.1913058755295642e-05 }, { "score": 0.7021355628967285, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated", "probability": 1.0519550842509188e-05 }, { "score": 0.5545394420623779, "text": "contemplated hereby and thereby.", "probability": 9.07605285031143e-06 }, { "score": 0.10424673557281494, "text": "Successor and Assigns: No Partnership. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective Affiliates, and to their respective successors and permitted assigns. Nothing contained in this Agreement shall be construed as creating a partnership among the Parties. (f) Exclusive Understanding. This Agreement and the exhibits hereto sets forth the sole and complete understanding between the Parties with respect to the subject matter hereof, and supersedes all other prior oral or written agreements, arrangements and understandings between the Parties with respect thereto. This Agreement shall not confer any legal rights or benefits on any third party (other than Affiliates of the Parties hereto, to the extent set forth herein).", "probability": 5.785453115429082e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": [ { "score": 13.509937286376953, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.18478219233585505 }, { "score": 13.151485443115234, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and 3\n\n\n\n\n\n (ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.1291179011665727 }, { "score": 13.047530174255371, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses.", "probability": 0.11636952410631796 }, { "score": 12.95005989074707, "text": "As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares will constitute a forty-four hundredths of one percent (0.44%) interest in the common shares of Global Energy.", "probability": 0.10556220469434593 }, { "score": 12.812601089477539, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses.", "probability": 0.09200487785863794 }, { "score": 12.359687805175781, "text": "Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and 3\n\n\n\n\n\n (ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.05849424138588379 }, { "text": "", "score": 12.070276260375977, "probability": 0.04379487348209878 }, { "score": 12.020803451538086, "text": "Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses.", "probability": 0.04168094033064412 }, { "score": 11.94477653503418, "text": "Oxbow will be paid a management fee of One Million and No/100 Dollars ($1,000,000.00) per year, such fee to be paid irrespective of actual Coal or petroleum coke use by the Lima Project.", "probability": 0.038629531217154005 }, { "score": 11.686912536621094, "text": "Oxbow will be paid a management fee of One Million and No/100 Dollars ($1,000,000.00) per year, such fee to be paid irrespective of actual Coal or petroleum coke use by the Lima Project. (iii) As fuel supply manager, Oxbow will receive a base commission of $0.12 per MMBTU consumed by the Lima Project, independent of fuel type (the \"Base Commission\").", "probability": 0.029849050879148416 }, { "score": 11.377376556396484, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 0.021902856514420584 }, { "score": 11.1844482421875, "text": "If Oxbow makes the Lima Investment:", "probability": 0.01805980496329726 }, { "score": 11.134716033935547, "text": "As fuel supply manager, Oxbow will receive a base commission of $0.12 per MMBTU consumed by the Lima Project, independent of fuel type (the \"Base Commission\").", "probability": 0.01718361889709016 }, { "score": 11.092996597290039, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 0.016481476330964837 }, { "score": 11.084749221801758, "text": "As fuel supply manager, Oxbow will receive a base commission of $0.12 per MMBTU consumed by the Lima Project, independent of fuel type (the \"Base Commission\").", "probability": 0.016346106397708882 }, { "score": 11.031717300415039, "text": "(ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.015501825741823702 }, { "score": 11.0061674118042, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.015110772773689834 }, { "score": 10.935898780822754, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent", "probability": 0.014085406863256402 }, { "score": 10.879409790039062, "text": "Global Energy shall issue and sell to Oxbow, and Oxbow shall purchase from Global Energy, on the Closing Date, Twenty-Five Thousand (25,000) common shares of Global Energy (the \"Shares\"), on the following terms and conditions, and subject to satisfaction of the conditions set forth in Section 6 hereof:", "probability": 0.013311792498537901 }, { "score": 10.752994537353516, "text": "If Oxbow makes the Lima Investment:", "probability": 0.011731001562551689 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": [ { "score": 12.899232864379883, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.2754270851941541 }, { "score": 12.5711030960083, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.19838174145312046 }, { "score": 12.314584732055664, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4\n\n\n\n\n\n (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.15349604445878526 }, { "text": "", "score": 12.025040626525879, "probability": 0.11490787175984993 }, { "score": 11.598915100097656, "text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares.", "probability": 0.07503878894229729 }, { "score": 10.618206024169922, "text": "The purchase price for the Shares shall be Five Million and No/100 Dollars ($5,000,000.00), or $200.00 per Share.", "probability": 0.028142927785138275 }, { "score": 10.525894165039062, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 0.025661305395713607 }, { "score": 10.22713565826416, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.01903397849645397 }, { "score": 9.962108612060547, "text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares", "probability": 0.014602586604320473 }, { "score": 9.94124698638916, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4\n\n\n\n\n\n (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 0.014301108504097635 }, { "score": 9.861873626708984, "text": "Should the price of fuel delivered to the Lima Project be above the Price Basis, the commission will be reduced on a sliding scale according to the following formula: C= BC+(PB-PI)*0.1094", "probability": 0.013209862270829605 }, { "score": 9.752164840698242, "text": "Global Energy shall issue and sell to Oxbow, and Oxbow shall purchase from Global Energy, on the Closing Date, Twenty-Five Thousand (25,000) common shares of Global Energy (the \"Shares\"), on the following terms and conditions, and subject to satisfaction of the conditions set forth in Section 6 hereof: (a) Purchase Price. The purchase price for the Shares shall be Five Million and No/100 Dollars ($5,000,000.00), or $200.00 per Share.", "probability": 0.011837292227981053 }, { "score": 9.642487525939941, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4\n\n\n\n\n\n (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.010607672834571582 }, { "score": 9.543746948242188, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources", "probability": 0.009610315125729114 }, { "score": 9.303609848022461, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price", "probability": 0.007558705260334062 }, { "score": 9.227787017822266, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price.", "probability": 0.007006771814281107 }, { "score": 9.163837432861328, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.0065727183478662115 }, { "score": 8.959099769592285, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4\n\n\n\n\n\n (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources", "probability": 0.005355852216098876 }, { "score": 8.820152282714844, "text": "Should the price of fuel delivered to the Lima Project be above the Price Basis, the commission will be reduced on a sliding scale according to the following formula: C= BC+(PB-PI)*0.1094 Where: C = commission BC = Base Commission PI = price invoiced per MMBTU PB = Price Basis per MMBTU", "probability": 0.0046610574749853 }, { "score": 8.803986549377441, "text": "Should the price of fuel delivered to the Lima Project be above the Price Basis, the commission will be reduced on a sliding scale according to the following formula: C= BC+(PB-PI)*0.1094 Where: C = commission BC = Base Commission PI = price invoiced per MMBTU PB = Price Basis per MMBTU However, the commission will never be less than $0.05 per MMBTU regardless of fuel price.", "probability": 0.004586313833392097 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": [ { "score": 13.189568519592285, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.3604091317054604 }, { "score": 13.166109085083008, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.3520525409773166 }, { "text": "", "score": 12.180686950683594, "probability": 0.13141474234978645 }, { "score": 11.33318042755127, "text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares. It is understood that the price protection afforded by this covenant extends to and includes the offering price pursuant to the IPO. (g) Board of Directors. During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.05630885307840329 }, { "score": 10.877997398376465, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.03571849928732285 }, { "score": 10.20838737487793, "text": "\"MMBTU\" mean one million British Thermal Units.", "probability": 0.018284591641869904 }, { "score": 9.97652530670166, "text": "Oxbow's obligation to make this investment would be subject to: (i) Oxbow obtaining the consent of its existing lenders; and (ii) Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account.", "probability": 0.014500696028182165 }, { "score": 9.373464584350586, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.007933830260033452 }, { "score": 8.720510482788086, "text": "(ii) Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account.", "probability": 0.0041296052707038644 }, { "score": 8.643434524536133, "text": "\"MMBTU\" mean one million British Thermal Units", "probability": 0.003823269199669707 }, { "score": 8.538235664367676, "text": "Oxbow will make a investment (the \"Lima Investment\") in the company which owns the Lima Project (the \"Lima Project Company\") in the amount of [*], as consideration for obtaining the fuel supply management agreement for the Lima Project and the other revenues and benefits described in this Section 3. Oxbow's obligation to make this investment would be subject to: (i) Oxbow obtaining the consent of its existing lenders; and (ii) Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account.", "probability": 0.0034414985718734833 }, { "score": 8.41808795928955, "text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares.", "probability": 0.0030518846041808125 }, { "score": 8.224653244018555, "text": "Oxbow's obligation to make this investment would be subject to: (i) Oxbow obtaining the consent of its existing lenders; and (ii) Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account. (iii) Global Energy providing evidence satisfactory to Oxbow in its reasonable discretion that it has secured the right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).", "probability": 0.0025151302400900502 }, { "score": 7.425780296325684, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4\n\n\n\n\n\n (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.0011313952887642383 }, { "score": 7.414115905761719, "text": "Oxbow's obligation to make this investment would be subject to:", "probability": 0.0011182749215382763 }, { "score": 7.2584333419799805, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.000957054141916945 }, { "score": 7.0911054611206055, "text": "The total authorized share capital of Global Energy as of the date of this Agreement is 10,000,000 common shares and 500,000 preferred shares.", "probability": 0.0008095933492329039 }, { "score": 7.088340759277344, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.0008073581562528021 }, { "score": 7.079193115234375, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 0.0008000064080776602 }, { "score": 7.069190979003906, "text": "Oxbow will make a investment (the \"Lima Investment\") in the company which owns the Lima Project (the \"Lima Project Company\") in the amount of [*], as consideration for obtaining the fuel supply management agreement for the Lima Project and the other revenues and benefits described in this Section 3.", "probability": 0.0007920445193241145 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": [ { "score": 12.691598892211914, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.24525937568732906 }, { "score": 12.687420845031738, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.24423680809964127 }, { "score": 12.570679664611816, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.2173256889760629 }, { "text": "", "score": 12.083722114562988, "probability": 0.13354514015212537 }, { "score": 11.300518035888672, "text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares. It is understood that the price protection afforded by this covenant extends to and includes the offering price pursuant to the IPO. (g) Board of Directors. During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.06102206197418259 }, { "score": 10.30221176147461, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 0.022486816318501957 }, { "score": 10.013984680175781, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.01685592310780616 }, { "score": 9.987606048583984, "text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares.", "probability": 0.01641710014198133 }, { "score": 9.885894775390625, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4\n\n\n\n\n\n (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.014829407610366446 }, { "score": 9.228131294250488, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources", "probability": 0.007681760317133896 }, { "score": 8.890888214111328, "text": "Oxbow will be paid a management fee of One Million and No/100 Dollars ($1,000,000.00) per year, such fee to be paid irrespective of actual Coal or petroleum coke use by the Lima Project.", "probability": 0.005482743688321895 }, { "score": 8.523481369018555, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.0037969526227496315 }, { "score": 8.37040901184082, "text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares", "probability": 0.0032580421466274685 }, { "score": 7.6663618087768555, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 0.0016113611287004886 }, { "score": 7.500686168670654, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4\n\n\n\n\n\n (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 0.0013653401657605904 }, { "score": 7.378134727478027, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0012078623714258457 }, { "score": 7.26115083694458, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 0.0010745137907042233 }, { "score": 7.212459087371826, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4\n\n\n\n\n\n (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0010234471845231399 }, { "score": 7.034418106079102, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.0008565312644498094 }, { "score": 6.7784881591796875, "text": "Should the price of fuel delivered to the Lima Project be above the Price Basis, the commission will be reduced on a sliding scale according to the following formula: C= BC+(PB-PI)*0.1094", "probability": 0.0006631232516060553 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.286567687988281, "probability": 0.9812586999828765 }, { "score": 7.758075714111328, "text": "As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens.", "probability": 0.010594597076470945 }, { "score": 7.293288230895996, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.006656252764207523 }, { "score": 4.485304832458496, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 0.0004015485946175267 }, { "score": 4.266181468963623, "text": "(ii) As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens.", "probability": 0.00032253291570828935 }, { "score": 3.8154563903808594, "text": "As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens. (iii) No Person has a right to acquire any of the Shares. None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow. (d) No Violation; Consents. (i) The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 0.0002055070041183862 }, { "score": 3.400576114654541, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0001357208008880195 }, { "score": 3.3729305267333984, "text": "As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens", "probability": 0.00013202010914738612 }, { "score": 2.779456853866577, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project", "probability": 7.292857810831306e-05 }, { "score": 2.2671897411346436, "text": "As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares will constitute a forty-four hundredths of one percent (0.44%) interest in the common shares of Global Energy. 5\n\n\n\n\n\n (ii) As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens.", "probability": 4.3694116860043254e-05 }, { "score": 1.922600507736206, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 3.095777669642582e-05 }, { "score": 1.9130113124847412, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 3.066233531754798e-05 }, { "score": 1.5036654472351074, "text": "In", "probability": 2.036238188934529e-05 }, { "score": 1.4290440082550049, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project;", "probability": 1.8898219939422693e-05 }, { "score": 1.1182177066802979, "text": "The Shares are duly authorized, validly issued and fully paid and non-assessable and were issued in accordance with all applicable securities laws or pursuant to exemptions therefrom. As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares will constitute a forty-four hundredths of one percent (0.44%) interest in the common shares of Global Energy. 5\n\n\n\n\n\n (ii) As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens.", "probability": 1.38493933877543e-05 }, { "score": 1.084671974182129, "text": "As", "probability": 1.339251140619498e-05 }, { "score": 1.0634865760803223, "text": "In the event Oxbow funds its investment in the Lima Project Company", "probability": 1.311177002952833e-05 }, { "score": 1.0622303485870361, "text": "(c) The Shares. (i) The Shares are duly authorized, validly issued and fully paid and non-assessable and were issued in accordance with all applicable securities laws or pursuant to exemptions therefrom. As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares will constitute a forty-four hundredths of one percent (0.44%) interest in the common shares of Global Energy. 5\n\n\n\n\n\n (ii) As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens.", "probability": 1.3095309005092092e-05 }, { "score": 0.9915127754211426, "text": "As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens. (iii) No Person has a right to acquire any of the Shares.", "probability": 1.220122677115866e-05 }, { "score": 0.789269208908081, "text": "(i) The Shares are duly authorized, validly issued and fully paid and non-assessable and were issued in accordance with all applicable securities laws or pursuant to exemptions therefrom. As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares will constitute a forty-four hundredths of one percent (0.44%) interest in the common shares of Global Energy. 5\n\n\n\n\n\n (ii) As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens.", "probability": 9.967132553993064e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.160616874694824, "probability": 0.9994406869935429 }, { "score": 4.155928611755371, "text": "As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens.", "probability": 0.0003337068208266859 }, { "score": 2.3799993991851807, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 5.650525332164749e-05 }, { "score": 2.1099767684936523, "text": "As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares will constitute a forty-four hundredths of one percent (0.44%) interest in the common shares of Global Energy. 5\n\n\n\n\n\n (ii) As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens.", "probability": 4.313397554531452e-05 }, { "score": 1.6997796297073364, "text": "\"Shares\" has the meaning specified in Section 1.", "probability": 2.8620230946248443e-05 }, { "score": 1.269446611404419, "text": "As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens. (iii) No Person has a right to acquire any of the Shares. None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow. (d) No Violation; Consents. (i) The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 1.861152151417245e-05 }, { "score": 1.1709671020507812, "text": "(ii) As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens.", "probability": 1.6866026221379025e-05 }, { "score": 0.5281815528869629, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 8.868589519202406e-06 }, { "score": 0.47028589248657227, "text": "As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares will constitute a forty-four hundredths of one percent (0.44%) interest in the common shares of Global Energy.", "probability": 8.369717281025905e-06 }, { "score": 0.30437397956848145, "text": "\"Shares\" has the meaning specified in Section 1. \"Transaction Information\" has the meaning specified in Section 4(f).", "probability": 7.09016202829961e-06 }, { "score": 0.180639386177063, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 6.2649687478657e-06 }, { "score": 0.013221979141235352, "text": "If Oxbow makes the Lima Investment:", "probability": 5.299201733695097e-06 }, { "score": -0.008929014205932617, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 5.183109675387237e-06 }, { "score": -0.10466980934143066, "text": "As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens", "probability": 4.709889299436159e-06 }, { "score": -0.3350241184234619, "text": "\"Shares\" has the meaning specified in Section 1. \"Transaction Information\" has the meaning specified in Section 4(f). (b) In this Agreement, unless otherwise indicated or otherwise required by the context:", "probability": 3.7408396641747278e-06 }, { "score": -0.5926252603530884, "text": "The expiration or earlier termination of this Agreement shall not terminate or otherwise affect Oxbow's ownership of the Shares or the validity of any other definitive agreements executed prior to such expiration or termination in connection with the Lima Project, the Texas City Project or any other business arrangement arising out of the strategic alliance contemplated by this Agreement.", "probability": 2.8913078801445334e-06 }, { "score": -0.6420514583587646, "text": "Global Energy shall issue and sell to Oxbow, and Oxbow shall purchase from Global Energy, on the Closing Date, Twenty-Five Thousand (25,000) common shares of Global Energy (the \"Shares\"), on the following terms and conditions, and subject to satisfaction of the conditions set forth in Section 6 hereof:", "probability": 2.751875709715477e-06 }, { "score": -0.7759610414505005, "text": "The obligations of Global Energy to proceed with the Closing of the Share purchase contemplated under Section 1 is subject to the satisfaction of all of the conditions set forth in this Section 6(b):", "probability": 2.406980776661983e-06 }, { "score": -0.7765052318572998, "text": "As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares will constitute a forty-four hundredths of one percent (0.44%) interest in the common shares of Global Energy. 5\n\n\n\n\n\n (ii) As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens. (iii) No Person has a right to acquire any of the Shares. None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow. (d) No Violation; Consents. (i) The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 2.4056712771548245e-06 }, { "score": -1.0194177627563477, "text": "As", "probability": 1.8868644892936226e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__License Grant": [ { "text": "", "score": 11.847408294677734, "probability": 0.9999747430447614 }, { "score": 0.054781317710876465, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 7.5599027301259705e-06 }, { "score": -0.7727027535438538, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 3.3047943665371906e-06 }, { "score": -0.7813215255737305, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 3.276433490808861e-06 }, { "score": -1.2572283744812012, "text": "Global Energy and/or its Affiliates:", "probability": 2.0357181003854354e-06 }, { "score": -1.2793769836425781, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 1.991125431550696e-06 }, { "score": -1.3888616561889648, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 1.7846375650465585e-06 }, { "score": -1.773464560508728, "text": "Except as set forth on Schedule 4(1) hereto: (i) Each of Global Energy and GEC has complied in all respects with all Environmental Laws or has resolved any non-compliance to the satisfaction of the Governmental Authority having jurisdiction thereof and has provided Oxbow with evidence of such satisfaction. Each of Global Energy and GEC is in compliance with all Environmental Laws. (ii) Neither Global Energy nor GEC has any liability, known or unknown, contingent or absolute, under any Environmental Law, nor is either Global Energy or GEC responsible for any such liability of any other Person under any Environmental Law, whether by contract, by operation of law or otherwise. There are no pending or, to the knowledge of Global Energy threatened, Environmental Claims and there are no fact(s) which might reasonably form the basis for any Environmental Claim and Neither Global Energy nor any of its Affiliates, including GEC, has received any notice of any Environmental Claim or threatened Environmental Claim. (m) Permits, Approvals and Site for Lima Project. Global Energy and/or its Affiliates:", "probability": 1.2148400785095523e-06 }, { "score": -1.938288688659668, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 1.0302364276952868e-06 }, { "score": -2.558176279067993, "text": "(1) Environmental Matters. Except as set forth on Schedule 4(1) hereto: (i) Each of Global Energy and GEC has complied in all respects with all Environmental Laws or has resolved any non-compliance to the satisfaction of the Governmental Authority having jurisdiction thereof and has provided Oxbow with evidence of such satisfaction. Each of Global Energy and GEC is in compliance with all Environmental Laws. (ii) Neither Global Energy nor GEC has any liability, known or unknown, contingent or absolute, under any Environmental Law, nor is either Global Energy or GEC responsible for any such liability of any other Person under any Environmental Law, whether by contract, by operation of law or otherwise. There are no pending or, to the knowledge of Global Energy threatened, Environmental Claims and there are no fact(s) which might reasonably form the basis for any Environmental Claim and Neither Global Energy nor any of its Affiliates, including GEC, has received any notice of any Environmental Claim or threatened Environmental Claim. (m) Permits, Approvals and Site for Lima Project. Global Energy and/or its Affiliates:", "probability": 5.542722577025148e-07 }, { "score": -2.8766067028045654, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 4.0311649199148166e-07 }, { "score": -2.9841790199279785, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 3.6200327728797793e-07 }, { "score": -3.034027338027954, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 3.4440040446805614e-07 }, { "score": -3.0710911750793457, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 3.318692645589042e-07 }, { "score": -3.236741542816162, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.8120691261135867e-07 }, { "score": -3.5143401622772217, "text": "In", "probability": 2.1304259510112017e-07 }, { "score": -3.882145404815674, "text": ":", "probability": 1.4747916037115043e-07 }, { "score": -3.918901205062866, "text": "In addition, if Oxbow makes the Lima Investment, Oxbow and Global Energy will enter into a fuel management and supply agreement (the \"Fuel Management and Supply Agreement\") for all fuel to be utilized by the Lima Project, which would include the following material provisions:", "probability": 1.421568577422022e-07 }, { "score": -3.9190735816955566, "text": "If Oxbow makes the Lima Investment:", "probability": 1.421323553336328e-07 }, { "score": -3.9515724182128906, "text": "(m) Permits, Approvals and Site for Lima Project. Global Energy and/or its Affiliates:", "probability": 1.3758747089090122e-07 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.045562744140625, "probability": 0.9990317303835823 }, { "score": 4.907690048217773, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0007936710838549255 }, { "score": 2.3885159492492676, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 6.391122585147339e-05 }, { "score": 1.8887535333633423, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 3.877332881149557e-05 }, { "score": 1.3773322105407715, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 2.3250143072542155e-05 }, { "score": 0.329988956451416, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project;", "probability": 8.157747029950341e-06 }, { "score": -0.002063274383544922, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or", "probability": 5.8527743737669775e-06 }, { "score": -0.3475714921951294, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 4.14294788072907e-06 }, { "score": -0.3806619644165039, "text": "In", "probability": 4.008099186932018e-06 }, { "score": -0.48642587661743164, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007;", "probability": 3.6058343936834548e-06 }, { "score": -0.5071914196014404, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 3.5317293630572496e-06 }, { "score": -0.5542007684707642, "text": "There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 3.3695469753911856e-06 }, { "score": -0.6560527086257935, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 3.043251044437569e-06 }, { "score": -0.7298202514648438, "text": "There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 2.826838144621603e-06 }, { "score": -0.9450504779815674, "text": "In the event Oxbow funds its investment in the Lima Project Company", "probability": 2.279437260996055e-06 }, { "score": -1.0298547744750977, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 2.094100908538717e-06 }, { "score": -1.0547435283660889, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.0426245942846448e-06 }, { "score": -1.4888967275619507, "text": "(ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 1.3232387733478079e-06 }, { "score": -1.5767815113067627, "text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4\n\n\n\n\n\n (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 1.211909922874612e-06 }, { "score": -1.6087710857391357, "text": "Further", "probability": 1.1737549741892263e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.081398010253906, "probability": 0.9797482436573935 }, { "score": 7.391373634338379, "text": "Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates;", "probability": 0.009000420230455176 }, { "score": 7.3090362548828125, "text": "Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates; or", "probability": 0.008289037751955266 }, { "score": 5.575779914855957, "text": "Global Energy and/or its Affiliates:", "probability": 0.0014647397022486935 }, { "score": 4.685908794403076, "text": "Global Energy and/or its Affiliates: (i) have obtained all licenses, permits or franchises required to be issued by or obtained from any Governmental Authority for the construction, commissioning and operation of the Lima Project; and (ii) have obtained a legally binding right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).", "probability": 0.0006015813115442713 }, { "score": 4.1478095054626465, "text": "\"Affiliate\" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.", "probability": 0.00035123742476467803 }, { "score": 3.1910927295684814, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0001349285855751522 }, { "score": 3.0257086753845215, "text": "Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates", "probability": 0.00011436116889018459 }, { "score": 2.974618434906006, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective Affiliates, and to their respective successors and permitted assigns.", "probability": 0.00010866517309381874 }, { "score": 2.4465017318725586, "text": "Global Energy and/or its Affiliates", "probability": 6.408143170898727e-05 }, { "score": 1.7828539609909058, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 3.299997731868375e-05 }, { "score": 0.9496350288391113, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 1.4343371828301787e-05 }, { "score": 0.92228102684021, "text": "Each", "probability": 1.3956340763323984e-05 }, { "score": 0.7108950614929199, "text": "Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates;", "probability": 1.1297121679635205e-05 }, { "score": 0.6479871273040771, "text": "Global Energy and/or its Affiliates: (i) have obtained all licenses, permits or franchises required to be issued by or obtained from any Governmental Authority for the construction, commissioning and operation of the Lima Project; and (ii) have obtained a legally binding right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00", "probability": 1.0608335292601887e-05 }, { "score": 0.5053926110267639, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 9.19854688400737e-06 }, { "score": 0.41797471046447754, "text": "Global Energy and/or its Affiliates: (i) have obtained all licenses, permits or franchises required to be issued by or obtained from any Governmental Authority for the construction, commissioning and operation of the Lima Project;", "probability": 8.428574199690594e-06 }, { "score": 0.32561397552490234, "text": "\"Affiliate\" of any Person", "probability": 7.684973192438723e-06 }, { "score": 0.24854564666748047, "text": "\"Affiliate\" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person", "probability": 7.114952530930241e-06 }, { "score": 0.2424011379480362, "text": "(i) have obtained all licenses, permits or franchises required to be issued by or obtained from any Governmental Authority for the construction, commissioning and operation of the Lima Project; and (ii) have obtained a legally binding right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).", "probability": 7.0713686808644425e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.225455284118652, "probability": 0.9987453916563088 }, { "score": 4.630281448364258, "text": "Global Energy and/or its Affiliates:", "probability": 0.0005022416237910564 }, { "score": 3.8129053115844727, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.00022178427815115854 }, { "score": 3.364118814468384, "text": "\"Affiliate\" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.", "probability": 0.00014158761210386538 }, { "score": 2.7081267833709717, "text": "Global Energy and/or its Affiliates: (i) have obtained all licenses, permits or franchises required to be issued by or obtained from any Governmental Authority for the construction, commissioning and operation of the Lima Project; and (ii) have obtained a legally binding right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).", "probability": 7.347363696968756e-05 }, { "score": 2.6813862323760986, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective Affiliates, and to their respective successors and permitted assigns.", "probability": 7.15349477637167e-05 }, { "score": 2.4196436405181885, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 5.506110223656479e-05 }, { "score": 1.8344268798828125, "text": "Global Energy and/or its Affiliates:", "probability": 3.0668214431655854e-05 }, { "score": 1.5762192010879517, "text": "Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates;", "probability": 2.3689195992556653e-05 }, { "score": 1.4951801300048828, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc.", "probability": 2.1845173568465402e-05 }, { "score": 1.3443890810012817, "text": "Global Energy and/or its Affiliates: (i) have obtained all licenses, permits or franchises required to be issued by or obtained from any Governmental Authority for the construction, commissioning and operation of the Lima Project; and (ii) have obtained a legally binding right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).", "probability": 1.878744746541728e-05 }, { "score": 1.302223563194275, "text": "(ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 1.80117341192103e-05 }, { "score": 1.2517116069793701, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent). (iii) Oxbow will have a seat on the Board of Directors of GEC or any subsidiary or affiliate of GEC which is responsible for the engineering, procurement and construction (\"EPC\") contract for the Lima Project. (c) Fuel Management and Supply Agreement. In addition, if Oxbow makes the Lima Investment, Oxbow and Global Energy will enter into a fuel management and supply agreement (the \"Fuel Management and Supply Agreement\") for all fuel to be utilized by the Lima Project, which would include the following material provisions:", "probability": 1.712452223034867e-05 }, { "score": 1.0383121967315674, "text": "Global Energy and/or its Affiliates", "probability": 1.3833761287745647e-05 }, { "score": 0.845435380935669, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc.", "probability": 1.1407091903282884e-05 }, { "score": 0.629646897315979, "text": "Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates; or", "probability": 9.193040911297706e-06 }, { "score": 0.43260031938552856, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 7.548887468273465e-06 }, { "score": 0.2835969924926758, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent). (iii) Oxbow will have a seat on the Board of Directors of GEC or any subsidiary or affiliate of GEC which is responsible for the engineering, procurement and construction (\"EPC\") contract for the Lima Project.", "probability": 6.503866656808718e-06 }, { "score": 0.12383373081684113, "text": "If Oxbow makes the Lima Investment:", "probability": 5.5435417893253956e-06 }, { "score": -0.02673351764678955, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 4.768664850554274e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.75974178314209, "probability": 0.9850919070381912 }, { "score": 6.940947532653809, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.007956114026026483 }, { "score": 6.11622428894043, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.0034876126554208254 }, { "score": 5.75045108795166, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0024192177600499618 }, { "score": 3.198347568511963, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.00018849962317398468 }, { "score": 2.939357042312622, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources", "probability": 0.0001454897273348895 }, { "score": 2.7487587928771973, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 0.00012024210262274844 }, { "score": 2.7145743370056152, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 0.00011620115409075703 }, { "score": 2.6749980449676514, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 0.00011169215649917357 }, { "score": 2.382986068725586, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 8.340718927792455e-05 }, { "score": 1.8766710758209229, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 5.027055485384068e-05 }, { "score": 1.875030279159546, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 5.0188138727813296e-05 }, { "score": 1.857848882675171, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "probability": 4.9333201952737374e-05 }, { "score": 1.5645701885223389, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources", "probability": 3.6793405392271305e-05 }, { "score": 1.0481696128845215, "text": "Global", "probability": 2.195331278286083e-05 }, { "score": 0.908977210521698, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 1.9100712725332193e-05 }, { "score": 0.8862895965576172, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In", "probability": 1.8672241996486147e-05 }, { "score": 0.657315731048584, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or", "probability": 1.4850954961394197e-05 }, { "score": 0.3911757469177246, "text": "Global", "probability": 1.1380759725897785e-05 }, { "score": -0.08442354202270508, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project;", "probability": 7.073284193336189e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.115771293640137, "probability": 0.9997545778184167 }, { "score": 3.22556209564209, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0001376970397474547 }, { "score": 2.7367701530456543, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter.", "probability": 8.445881043669801e-05 }, { "score": 0.2144482135772705, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 6.779762186494574e-06 }, { "score": -0.49754130840301514, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 3.3266057957549024e-06 }, { "score": -0.9101380705833435, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.201977326426104e-06 }, { "score": -1.1572234630584717, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 1.7199072224992806e-06 }, { "score": -1.4173591136932373, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 1.3259573121919216e-06 }, { "score": -1.6092450618743896, "text": "In", "probability": 1.094446493574077e-06 }, { "score": -1.68095064163208, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or", "probability": 1.0187161625938587e-06 }, { "score": -1.7725543975830078, "text": "(vi) This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter.", "probability": 9.295445113436892e-07 }, { "score": -1.9404034614562988, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007;", "probability": 7.859126308311261e-07 }, { "score": -2.0138227939605713, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 7.302787401204668e-07 }, { "score": -2.137935161590576, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 6.450410314432618e-07 }, { "score": -2.4094858169555664, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter", "probability": 4.916481282045032e-07 }, { "score": -2.4316649436950684, "text": "This", "probability": 4.808638372109039e-07 }, { "score": -2.4598629474639893, "text": ":", "probability": 4.674938266149068e-07 }, { "score": -2.4864017963409424, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 4.552502622491505e-07 }, { "score": -2.5030951499938965, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter. (d) Regulatory Approvals. (i) Each Party shall use all commercially reasonable efforts to obtain all authorizations, consents, orders, and approvals of, and to give all notices to and make all filings with, all Governmental Authorities (including those pertaining to the Governmental Approvals) and third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations under, this Agreement and will cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings.", "probability": 4.4771368897833503e-07 }, { "score": -2.706770420074463, "text": "(d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 3.652122425157276e-07 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.262306213378906, "probability": 0.9989975423197598 }, { "score": 4.5517497062683105, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0004476228791837773 }, { "score": 4.474364280700684, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.0004142897734313779 }, { "score": 2.7794241905212402, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 7.606784007020952e-05 }, { "score": 1.0396332740783691, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following: (i) Default. Material nonperformance by the other Party of any provisions set forth in this Agreement which is not cured within thirty (30) days after receipt of notice thereof from the Party not in default; or 13\n\n\n\n\n\n (ii) Bankruptcy.", "probability": 1.335424962533087e-05 }, { "score": 0.7000390291213989, "text": "(b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 9.509016114654167e-06 }, { "score": 0.1435941457748413, "text": "Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 5.450980658801973e-06 }, { "score": -0.07672834396362305, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following: (i) Default.", "probability": 4.373103937448368e-06 }, { "score": -0.14513349533081055, "text": "(ii) Bankruptcy.", "probability": 4.08396319709833e-06 }, { "score": -0.2384200096130371, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 3.7202146732961928e-06 }, { "score": -0.39220142364501953, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following: (i) Default. Material nonperformance by the other Party of any provisions set forth in this Agreement which is not cured within thirty (30) days after receipt of notice thereof from the Party not in default; or", "probability": 3.189933149996938e-06 }, { "score": -0.5509328842163086, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following: (i) Default. Material nonperformance by the other Party of any provisions set forth in this Agreement which is not cured within thirty (30) days after receipt of notice thereof from the Party not in default; or 13\n\n\n\n\n\n (ii) Bankruptcy. The filing by or against the other Party of a petition or application in any proceeding relating to such other Party as debtor under any bankruptcy or insolvency law of any jurisdiction; provided that in the event of an involuntary bankruptcy or insolvency proceeding, such other Party shall have a sixty (60) day period in which to obtain dismissal or withdrawal of such petition or application.", "probability": 2.7217321565728207e-06 }, { "score": -0.5639195442199707, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following", "probability": 2.6866144707157373e-06 }, { "score": -0.6466758251190186, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 2.4732314105494733e-06 }, { "score": -0.6880519390106201, "text": "Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 2.372986871755838e-06 }, { "score": -0.698749303817749, "text": "(f) Bankruptcy. There are no bankruptcy, reorganization, or arrangement proceedings pending against, being contemplated by or, to the knowledge of Oxbow, threatened against, Oxbow. The representations and warranties set forth in this Section 5 shall survive the Closing. 9\n\n\n\n\n\n 6. Conditions to Closing of the Share Purchase. (a) Oxbow Conditions. The obligation of Oxbow to proceed with the Closing of the Share purchase contemplated under Section 1 is subject to the satisfaction of all of the conditions set forth in this Section 6(a):", "probability": 2.347737457385831e-06 }, { "score": -0.7658841609954834, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 2.1952967326609444e-06 }, { "score": -0.7917118072509766, "text": "In", "probability": 2.139323327347831e-06 }, { "score": -0.889117956161499, "text": "(f) Bankruptcy. There are no bankruptcy, reorganization, or arrangement proceedings pending against, being contemplated by or, to the knowledge of Oxbow, threatened against, Oxbow.", "probability": 1.940767334164002e-06 }, { "score": -0.9008994102478027, "text": "Bankruptcy. There are no bankruptcy, reorganization, or arrangement proceedings pending against, being contemplated by or, to the knowledge of Oxbow, threatened against, Oxbow. The representations and warranties set forth in this Section 5 shall survive the Closing. 9\n\n\n\n\n\n 6. Conditions to Closing of the Share Purchase. (a) Oxbow Conditions. The obligation of Oxbow to proceed with the Closing of the Share purchase contemplated under Section 1 is subject to the satisfaction of all of the conditions set forth in this Section 6(a):", "probability": 1.9180364373580184e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.39152717590332, "probability": 0.5554705961588773 }, { "score": 11.794841766357422, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.3058608518230016 }, { "score": 10.755367279052734, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.10816477713534008 }, { "score": 9.162181854248047, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.021987417409663965 }, { "score": 7.0705647468566895, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter.", "probability": 0.0027151664157007717 }, { "score": 6.765999794006348, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.002002283528663482 }, { "score": 6.1251912117004395, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants", "probability": 0.0010549355882456762 }, { "score": 5.568540096282959, "text": "The expiration or earlier termination of this Agreement shall not terminate or otherwise affect Oxbow's ownership of the Shares or the validity of any other definitive agreements executed prior to such expiration or termination in connection with the Lima Project, the Texas City Project or any other business arrangement arising out of the strategic alliance contemplated by this Agreement.", "probability": 0.0006046101528234311 }, { "score": 5.374569892883301, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter.", "probability": 0.000498006770061674 }, { "score": 4.851982593536377, "text": "Unless this Agreement shall have been terminated and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase of the Shares (the \"Closing\") shall take place at 11:00 a.m., on December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto.", "probability": 0.0002953102126359498 }, { "score": 4.639647483825684, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.00023881549405140823 }, { "score": 4.6077141761779785, "text": "During", "probability": 0.00023130980397181357 }, { "score": 4.48175048828125, "text": "if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 0.0002039335625102462 }, { "score": 4.233511447906494, "text": "(g) Board of Directors. During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.0001591035465556151 }, { "score": 4.056790828704834, "text": "During", "probability": 0.00013333097986280586 }, { "score": 4.031304359436035, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 0.00012997578163515973 }, { "score": 3.621300220489502, "text": "then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 8.625810297542227e-05 }, { "score": 3.49509334564209, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either", "probability": 7.603069377326935e-05 }, { "score": 2.941889762878418, "text": "Unless this Agreement shall have been terminated and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase of the Shares (the \"Closing\") shall take place at 11:00 a.m., on December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto. At the Closing, Oxbow shall pay to Global Energy the Purchase Price and Global Energy shall deliver to Oxbow a stock certificate evidencing the issuance to Oxbow of the Shares.", "probability": 4.372559118891081e-05 }, { "score": 2.938124179840088, "text": "The expiration or earlier termination of this Agreement shall not terminate or otherwise affect Oxbow's ownership of the Shares or the validity of any other definitive agreements executed prior to such expiration or termination in connection with the Lima Project, the Texas City Project or any other business arrangement arising out of the strategic alliance contemplated by this Agreement.", "probability": 4.3561248461674986e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": [ { "text": "", "score": 12.250396728515625, "probability": 0.9999961365485746 }, { "score": -0.9570497870445251, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 1.836864751651443e-06 }, { "score": -1.4289634227752686, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 1.145849797804645e-06 }, { "score": -3.441707134246826, "text": "(ii) As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens. (iii) No Person has a right to acquire any of the Shares. None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow. (d) No Violation; Consents. (i) The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 1.5311022865587998e-07 }, { "score": -3.593252182006836, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 1.3157974095965765e-07 }, { "score": -4.13057279586792, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 7.688358918367525e-08 }, { "score": -4.240298271179199, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 6.889385410288967e-08 }, { "score": -4.357642650604248, "text": "The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 6.126585017823561e-08 }, { "score": -4.49774694442749, "text": "In", "probability": 5.3256416796188204e-08 }, { "score": -4.576157569885254, "text": "Global Energy and/or its Affiliates:", "probability": 4.9240067644500515e-08 }, { "score": -4.722052574157715, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 4.255565168737709e-08 }, { "score": -4.73576545715332, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 4.19760739380257e-08 }, { "score": -5.129744052886963, "text": ". For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4\n\n\n\n\n\n (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.8307341616551904e-08 }, { "score": -5.132164478302002, "text": "(i) The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 2.8238908659314775e-08 }, { "score": -5.145901679992676, "text": "Except as set forth on Schedule 4(1) hereto:", "probability": 2.7853637408690197e-08 }, { "score": -5.2386393547058105, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.5386712069518858e-08 }, { "score": -5.259672164916992, "text": "Oxbow's obligation to make this investment would be subject to:", "probability": 2.4858334285959445e-08 }, { "score": -5.3560872077941895, "text": "(d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.2573531270300284e-08 }, { "score": -5.361209869384766, "text": ":", "probability": 2.2458190387082317e-08 }, { "score": -5.368334770202637, "text": "Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to:", "probability": 2.2298746692781668e-08 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": [ { "score": 14.09939193725586, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 0.4853117434179699 }, { "score": 13.959980010986328, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 0.42215794789214356 }, { "text": "", "score": 12.37877082824707, "probability": 0.08684894501231033 }, { "score": 8.711338996887207, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise", "probability": 0.0022182941819493753 }, { "score": 8.259393692016602, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise", "probability": 0.0014116979632516028 }, { "score": 7.571738243103027, "text": "Neither Party shalI", "probability": 0.0007097359782178245 }, { "score": 7.377427577972412, "text": "Neither Party shalI", "probability": 0.0005843980680968707 }, { "score": 5.809649467468262, "text": "(d) Consequential Damages. Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 0.00012185164297636182 }, { "score": 5.572388172149658, "text": "Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates;", "probability": 9.611476711886945e-05 }, { "score": 5.359803199768066, "text": "Neither", "probability": 7.770798319184968e-05 }, { "score": 5.3156609535217285, "text": "Neither", "probability": 7.435238494276661e-05 }, { "score": 5.181866645812988, "text": "Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates; or", "probability": 6.504123425517571e-05 }, { "score": 5.130919456481934, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof", "probability": 6.181056178872018e-05 }, { "score": 4.903103828430176, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or", "probability": 4.921796132899512e-05 }, { "score": 4.885086536407471, "text": "(d) Consequential Damages. Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 4.833912782093387e-05 }, { "score": 4.809596061706543, "text": "Each Party agrees that money damages would not be a sufficient remedy for any breach of this Section 7(c) and that the Parties shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Section 7(c).", "probability": 4.482432038306796e-05 }, { "score": 4.518054008483887, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof", "probability": 3.348872465098347e-05 }, { "score": 4.425284385681152, "text": "alI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 3.052173893796758e-05 }, { "score": 4.4149675369262695, "text": ".", "probability": 3.0208469528791575e-05 }, { "score": 4.174788475036621, "text": "Consequential Damages. Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 2.3758569136332435e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": [ { "score": 14.239788055419922, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 0.8749802102008736 }, { "text": "", "score": 12.19892692565918, "probability": 0.1136746180204427 }, { "score": 9.20553207397461, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise", "probability": 0.005697031716682994 }, { "score": 8.246464729309082, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 0.002183388314941036 }, { "score": 7.942671775817871, "text": "Neither Party shalI", "probability": 0.0016113703879377416 }, { "score": 6.840784549713135, "text": "Each Party agrees that money damages would not be a sufficient remedy for any breach of this Section 7(c) and that the Parties shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Section 7(c).", "probability": 0.0005353672941505862 }, { "score": 6.062307357788086, "text": "(d) Consequential Damages. Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 0.0002457895914278081 }, { "score": 5.597176551818848, "text": "Each Party agrees that money damages would not be a sufficient remedy for any breach of this Section 7(c) and that the Parties shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Section 7(c).", "probability": 0.00015436887717472714 }, { "score": 5.5156755447387695, "text": "Neither", "probability": 0.00014228670018118981 }, { "score": 5.314969062805176, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.00011641222500002781 }, { "score": 5.2075114250183105, "text": "Each Party agrees that money damages would not be a sufficient remedy for any breach of this Section 7(c) and that the Parties shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Section 7(c). Such remedy shall not be the exclusive remedy for any breach of this Section 7(c), but shall be in addition to all other rights and remedies available at law or in equity.", "probability": 0.0001045515151385427 }, { "score": 5.073301792144775, "text": "Oxbow's obligation to make this investment would be subject to:", "probability": 9.14205496179565e-05 }, { "score": 5.042757987976074, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "probability": 8.867043158763899e-05 }, { "score": 4.960843086242676, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 8.169653412483301e-05 }, { "score": 4.849293231964111, "text": "Consequential Damages. Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 7.307320337949819e-05 }, { "score": 4.605498313903809, "text": "Oxbow's obligation to make this investment would be subject to: (i) Oxbow obtaining the consent of its existing lenders; and (ii) Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account.", "probability": 5.72636937890754e-05 }, { "score": 4.488818645477295, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or", "probability": 5.095725470404312e-05 }, { "score": 4.452332496643066, "text": ".", "probability": 4.9131530089894554e-05 }, { "score": 4.134635925292969, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof", "probability": 3.575908697798211e-05 }, { "score": 3.839977741241455, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability", "probability": 2.6632871778686117e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.120994567871094, "probability": 0.9784017816040258 }, { "score": 7.394168853759766, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 0.008663291153493425 }, { "score": 6.893492221832275, "text": "Oxbow will be paid a management fee of One Million and No/100 Dollars ($1,000,000.00) per year, such fee to be paid irrespective of actual Coal or petroleum coke use by the Lima Project.", "probability": 0.005250997503743524 }, { "score": 6.060757637023926, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "probability": 0.00228344090565135 }, { "score": 5.5917816162109375, "text": "If Oxbow makes the Lima Investment:", "probability": 0.0014286178717673017 }, { "score": 5.452792167663574, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses.", "probability": 0.0012432364318494026 }, { "score": 5.186424255371094, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and 3\n\n\n\n\n\n (ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.0009525145398223382 }, { "score": 3.9907140731811523, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent). (iii) Oxbow will have a seat on the Board of Directors of GEC or any subsidiary or affiliate of GEC which is responsible for the engineering, procurement and construction (\"EPC\") contract for the Lima Project. (c) Fuel Management and Supply Agreement. In addition, if Oxbow makes the Lima Investment, Oxbow and Global Energy will enter into a fuel management and supply agreement (the \"Fuel Management and Supply Agreement\") for all fuel to be utilized by the Lima Project, which would include the following material provisions: (i) Oxbow will manage all fuel coke and Coal supply and logistics for the Lima Project. (ii) Oxbow will be paid a management fee of One Million and No/100 Dollars ($1,000,000.00) per year, such fee to be paid irrespective of actual Coal or petroleum coke use by the Lima Project.", "probability": 0.00028812522354153264 }, { "score": 3.986790657043457, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and", "probability": 0.0002869970030762456 }, { "score": 3.785216808319092, "text": "Oxbow will be paid a management fee of One Million and No/100 Dollars ($1,000,000.00) per year, such fee to be paid irrespective of actual Coal or petroleum coke use by the Lima Project.", "probability": 0.00023460375093638223 }, { "score": 3.743098735809326, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.00022492788781368543 }, { "score": 3.186089515686035, "text": "The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and 3\n\n\n\n\n\n (ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.0001288656813557083 }, { "score": 3.1509299278259277, "text": "Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses.", "probability": 0.00012441354341124819 }, { "score": 2.8845620155334473, "text": "Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and 3\n\n\n\n\n\n (ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 9.532033168763072e-05 }, { "score": 2.8115530014038086, "text": "(ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent). (iii) Oxbow will have a seat on the Board of Directors of GEC or any subsidiary or affiliate of GEC which is responsible for the engineering, procurement and construction (\"EPC\") contract for the Lima Project. (c) Fuel Management and Supply Agreement. In addition, if Oxbow makes the Lima Investment, Oxbow and Global Energy will enter into a fuel management and supply agreement (the \"Fuel Management and Supply Agreement\") for all fuel to be utilized by the Lima Project, which would include the following material provisions: (i) Oxbow will manage all fuel coke and Coal supply and logistics for the Lima Project. (ii) Oxbow will be paid a management fee of One Million and No/100 Dollars ($1,000,000.00) per year, such fee to be paid irrespective of actual Coal or petroleum coke use by the Lima Project.", "probability": 8.860906071799497e-05 }, { "score": 2.8091862201690674, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.", "probability": 8.839959043880423e-05 }, { "score": 2.6966686248779297, "text": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise", "probability": 7.899224959773763e-05 }, { "score": 2.1664223670959473, "text": "(ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 4.648378227660856e-05 }, { "score": 2.160457134246826, "text": "In addition, if Oxbow makes the Lima Investment, Oxbow and Global Energy will enter into a fuel management and supply agreement (the \"Fuel Management and Supply Agreement\") for all fuel to be utilized by the Lima Project, which would include the following material provisions: (i) Oxbow will manage all fuel coke and Coal supply and logistics for the Lima Project. (ii) Oxbow will be paid a management fee of One Million and No/100 Dollars ($1,000,000.00) per year, such fee to be paid irrespective of actual Coal or petroleum coke use by the Lima Project.", "probability": 4.620732108909852e-05 }, { "score": 2.1154680252075195, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 4.4174563704248794e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.870744705200195, "probability": 0.9982206280904627 }, { "score": 5.125563621520996, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 0.0011744421142137291 }, { "score": 3.581660032272339, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 0.00025079727116174034 }, { "score": 3.2590904235839844, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter.", "probability": 0.0001816488303246628 }, { "score": 1.8340400457382202, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 4.3685880169007596e-05 }, { "score": 1.6500977277755737, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 3.634594428193044e-05 }, { "score": 1.0269031524658203, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 1.9489737565764522e-05 }, { "score": 0.8672428131103516, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007;", "probability": 1.6613700877348263e-05 }, { "score": 0.4774003028869629, "text": "This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter.", "probability": 1.125019204058404e-05 }, { "score": 0.03896665573120117, "text": "In", "probability": 7.256891373153832e-06 }, { "score": -0.009673595428466797, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or", "probability": 6.9123612925052855e-06 }, { "score": -0.012334465980529785, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 6.893992842768075e-06 }, { "score": -0.14165878295898438, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\");", "probability": 6.057675301888217e-06 }, { "score": -0.6821603775024414, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 3.5283294608864122e-06 }, { "score": -0.9430680274963379, "text": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter", "probability": 2.718055862721929e-06 }, { "score": -0.9671059846878052, "text": "The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 2.6534983758416795e-06 }, { "score": -1.0157420635223389, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "probability": 2.527530735742148e-06 }, { "score": -1.085223913192749, "text": "In the event Oxbow funds its investment in the Lima Project Company", "probability": 2.3578754551062466e-06 }, { "score": -1.1737992763519287, "text": "This", "probability": 2.158008098350505e-06 }, { "score": -1.2329707145690918, "text": "This Agreement shall be for an initial term of five (5) years,", "probability": 2.034020103537923e-06 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Insurance": [ { "text": "", "score": 12.194396018981934, "probability": 0.9998800178102109 }, { "score": 2.958498001098633, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 9.74649231483551e-05 }, { "score": 0.23356592655181885, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 6.38888956405933e-06 }, { "score": -0.5573559999465942, "text": "If Oxbow makes the Lima Investment:", "probability": 2.896892323003447e-06 }, { "score": -0.8693947792053223, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a),", "probability": 2.1203894409798196e-06 }, { "score": -0.9623603820800781, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or (ii) There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\"); then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project.", "probability": 1.9321515360327428e-06 }, { "score": -1.337778925895691, "text": "The obligation of Oxbow to proceed with the Closing of the Share purchase contemplated under Section 1 is subject to the satisfaction of all of the conditions set forth in this Section 6(a):", "probability": 1.3273913479934947e-06 }, { "score": -1.4300432205200195, "text": "The obligations of Global Energy to proceed with the Closing of the Share purchase contemplated under Section 1 is subject to the satisfaction of all of the conditions set forth in this Section 6(b):", "probability": 1.2104005393326746e-06 }, { "score": -1.4483166933059692, "text": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 1.1884831810256401e-06 }, { "score": -1.7516851425170898, "text": "Oxbow's obligation to make this investment would be subject to: (i) Oxbow obtaining the consent of its existing lenders; and (ii) Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account. (iii) Global Energy providing evidence satisfactory to Oxbow in its reasonable discretion that it has secured the right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00). (b) Revenues and Benefits to Oxbow. If Oxbow makes the Lima Investment:", "probability": 8.774892337720915e-07 }, { "score": -1.8665968179702759, "text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors. 8. Term; Termination and Remedies. (a) Term. This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter. (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 7.822332819762233e-07 }, { "score": -1.9030410051345825, "text": "Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 7.542386451553046e-07 }, { "score": -1.9648162126541138, "text": "(iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy. (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 7.090553675392965e-07 }, { "score": -2.0451900959014893, "text": "In", "probability": 6.54295924246524e-07 }, { "score": -2.6376662254333496, "text": ":", "probability": 3.6179711653123137e-07 }, { "score": -2.7714312076568604, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur: (i) Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or", "probability": 3.1649853756295636e-07 }, { "score": -2.873605251312256, "text": "(d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 2.8575779382011395e-07 }, { "score": -2.990781307220459, "text": "Global Energy and/or its Affiliates:", "probability": 2.541611517018432e-07 }, { "score": -3.0462799072265625, "text": "(i) The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:", "probability": 2.4043984207394466e-07 }, { "score": -3.1502275466918945, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses.", "probability": 2.1670181451081719e-07 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.219173431396484, "probability": 0.9875232079288142 }, { "score": 6.717474937438965, "text": "There are no Proceedings pending or threatened against Global Energy which question the validity of this Agreement or any of the transactions contemplated hereby, and Global Energy does not have knowledge of any substantive basis for any such Proceeding.", "probability": 0.004028932708334701 }, { "score": 6.716579437255859, "text": "There are no Proceedings pending or threatened against Oxbow which question the validity of this Agreement or any of the transactions contemplated hereby, and Oxbow does not have knowledge of any substantive basis for any such Proceeding.", "probability": 0.004025326413316589 }, { "score": 6.070040702819824, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated.", "probability": 0.0021086907760490864 }, { "score": 5.842341899871826, "text": "There are no Proceedings pending or threatened against Global Energy which question the validity of this Agreement or any of the transactions contemplated hereby, and Global Energy does not have knowledge of any substantive basis for any such Proceeding.", "probability": 0.001679285603012558 }, { "score": 3.454908847808838, "text": "Either Party may terminate this Agreement by written notice to the other Party in the event of the following:", "probability": 0.00015426789879054644 }, { "score": 3.1279702186584473, "text": "There are no Proceedings pending or threatened against Oxbow which question the validity of this Agreement or any of the transactions contemplated hereby, and Oxbow does not have knowledge of any substantive basis for any such Proceeding. Oxbow is not subject to any Decree and does not have any knowledge of any substantive basis for any Decree. (e) Investment Representations. Oxbow is acquiring the Shares for its own account for investment, and not with a view to resale or other distribution within the meaning of the Act, and Oxbow will not distribute the Shares or any part thereof in violation of the Act or any other applicable securities law.", "probability": 0.00011124690099607271 }, { "score": 2.4442875385284424, "text": "There are no Proceedings pending or threatened against Global Energy which question the validity of this Agreement or any of the transactions contemplated hereby, and Global Energy does not have knowledge of any substantive basis for any such Proceeding", "probability": 5.615239783188058e-05 }, { "score": 2.316131591796875, "text": "There are no Proceedings pending or threatened against Global Energy which question the validity of this Agreement or any of the transactions contemplated hereby, and Global Energy does not have knowledge of any substantive basis for any such Proceeding. Global Energy is not subject to any Decree and does not have any knowledge of any substantive basis for any Decree. 7\n\n\n\n\n\n (1) Environmental Matters. Except as set forth on Schedule 4(1) hereto:", "probability": 4.939817289514833e-05 }, { "score": 2.146610975265503, "text": "There are no Proceedings pending or threatened against Oxbow which question the validity of this Agreement or any of the transactions contemplated hereby,", "probability": 4.169548381121428e-05 }, { "score": 1.9555898904800415, "text": "In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:", "probability": 3.4445271676354515e-05 }, { "score": 1.823821783065796, "text": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated", "probability": 3.0192804332369905e-05 }, { "score": 1.7918670177459717, "text": "(ii) Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated.", "probability": 2.924325250658603e-05 }, { "score": 1.665178656578064, "text": "No proceeding has been commenced or, to Global Energy's knowledge, has been threatened, seeking to adjudicate Global Energy or GEC as bankrupt or seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief. (i) Shareholder List. Global Energy has provided to Oxbow prior to the execution of this Agreement a true and correct list of the shareholders of Global Energy and their respective shareholdings as of the date of such list. (j) Officers and Directors. The officers and directors of Global Energy and GEC are listed on Schedule 4(j) hereto. (k) Litigation and Claims. There are no Proceedings pending or threatened against Global Energy which question the validity of this Agreement or any of the transactions contemplated hereby, and Global Energy does not have knowledge of any substantive basis for any such Proceeding.", "probability": 2.5763544848906966e-05 }, { "score": 1.5407006740570068, "text": "There", "probability": 2.274812034627584e-05 }, { "score": 1.5099241733551025, "text": "There are no Proceedings pending or threatened against Oxbow which question the validity of this Agreement or any of the transactions contemplated hereby, and Oxbow does not have knowledge of any substantive basis for any such Proceeding", "probability": 2.205867655693981e-05 }, { "score": 1.2884047031402588, "text": "There", "probability": 1.7675624595028553e-05 }, { "score": 1.0547196865081787, "text": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "probability": 1.3992220999462643e-05 }, { "score": 1.0500541925430298, "text": "(k) Litigation and Claims. There are no Proceedings pending or threatened against Global Energy which question the validity of this Agreement or any of the transactions contemplated hereby, and Global Energy does not have knowledge of any substantive basis for any such Proceeding.", "probability": 1.3927092423456642e-05 }, { "score": 0.8799954652786255, "text": "The expiration or earlier termination of this Agreement shall not terminate or otherwise affect Oxbow's ownership of the Shares or the validity of any other definitive agreements executed prior to such expiration or termination in connection with the Lima Project, the Texas City Project or any other business arrangement arising out of the strategic alliance contemplated by this Agreement.", "probability": 1.1749107861931415e-05 } ], "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": [ { "score": 13.762724876403809, "text": "This Agreement shall not confer any legal rights or benefits on any third party (other than Affiliates of the Parties hereto, to the extent set forth herein).", "probability": 0.5395598008160841 }, { "score": 13.21185302734375, "text": "This Agreement shall not confer any legal rights or benefits on any third party (other than Affiliates of the Parties hereto, to the extent set forth herein).", "probability": 0.31102763737283035 }, { "text": "", "score": 12.14658260345459, "probability": 0.10719089930524076 }, { "score": 10.011361122131348, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.012671937072233169 }, { "score": 9.246551513671875, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses.", "probability": 0.005897805076187775 }, { "score": 9.198984146118164, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and 3\n\n\n\n\n\n (ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.005623829812728612 }, { "score": 9.183833122253418, "text": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective Affiliates, and to their respective successors and permitted assigns. Nothing contained in this Agreement shall be construed as creating a partnership among the Parties. (f) Exclusive Understanding. This Agreement and the exhibits hereto sets forth the sole and complete understanding between the Parties with respect to the subject matter hereof, and supersedes all other prior oral or written agreements, arrangements and understandings between the Parties with respect thereto. This Agreement shall not confer any legal rights or benefits on any third party (other than Affiliates of the Parties hereto, to the extent set forth herein).", "probability": 0.005539265270392088 }, { "score": 8.564247131347656, "text": "Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.0029810508672921624 }, { "score": 8.194643020629883, "text": "If Oxbow makes the Lima Investment:", "probability": 0.0020599295180299374 }, { "score": 7.983480453491211, "text": "Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses.", "probability": 0.0016678063507579385 }, { "score": 7.935913562774658, "text": "Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and 3\n\n\n\n\n\n (ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.0015903312212869856 }, { "score": 7.483060359954834, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and", "probability": 0.0010111508190390262 }, { "score": 7.213089466094971, "text": "(ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.0007719142680541991 }, { "score": 7.040368556976318, "text": "This Agreement shall not confer any legal rights or benefits on any third party (other than Affiliates of the Parties hereto, to the extent set forth herein", "probability": 0.0006494673614222361 }, { "score": 6.5444111824035645, "text": "This Agreement shall not confer any legal rights or benefits on any third party (other than Affiliates of the Parties hereto, to the extent set forth herein", "probability": 0.00039551756898102214 }, { "score": 6.473106384277344, "text": "The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and 3\n\n\n\n\n\n (ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.00036829726974556173 }, { "score": 6.21998929977417, "text": "Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and", "probability": 0.0002859375201083176 }, { "score": 6.2039055824279785, "text": "If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project;", "probability": 0.0002813753683822778 }, { "score": 6.093496799468994, "text": "(ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "probability": 0.0002519626407398554 }, { "score": 5.723756790161133, "text": "If Oxbow makes the Lima Investment", "probability": 0.0001740845004637055 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Document Name": [ { "score": 12.620782852172852, "text": "NON COMPETITION AGREEMENT", "probability": 0.5944563285717829 }, { "text": "", "score": 10.651126861572266, "probability": 0.0829295343725952 }, { "score": 10.519943237304688, "text": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006.\n\nBETWEEN:\n\nGLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement Agreement", "probability": 0.07273390463735509 }, { "score": 10.499344825744629, "text": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER", "probability": 0.07125102663203987 }, { "score": 9.991456031799316, "text": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006.\n\nBETWEEN:\n\nGLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement Agreement\"), pursuant to which, among other things, Western Copper will acquire certain assets of Western Silver and Glamis will become the sole shareholder of Western Silver and the indirect owner, through Western Silver, of certain corporations and mineral properties in Mexico (the \"Arrangement\"); and\n\n(B) It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.\n\nNOW THEREFORE TIHS AGREEMENT", "probability": 0.042876351805073216 }, { "score": 9.808149337768555, "text": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006.\n\nBETWEEN:\n\nGLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement Agreement\"), pursuant to which, among other things, Western Copper will acquire certain assets of Western Silver and Glamis will become the sole shareholder of Western Silver and the indirect owner, through Western Silver, of certain corporations and mineral properties in Mexico (the \"Arrangement\"); and\n\n(B) It is an obligation under the Arrangement Agreement", "probability": 0.035695111260959755 }, { "score": 9.71206283569336, "text": "TIHS AGREEMENT", "probability": 0.032424919186038174 }, { "score": 8.641051292419434, "text": "Arrangement Agreement", "probability": 0.011110778737622689 }, { "score": 8.634904861450195, "text": "Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.\n\nNOW THEREFORE TIHS AGREEMENT", "probability": 0.011042696548672144 }, { "score": 8.327458381652832, "text": "RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006.\n\nBETWEEN:\n\nGLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement Agreement", "probability": 0.008119940152981021 }, { "score": 8.30686092376709, "text": "RIGHT OF FIRST OFFER", "probability": 0.00795440072587421 }, { "score": 7.798972129821777, "text": "RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006.\n\nBETWEEN:\n\nGLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement Agreement\"), pursuant to which, among other things, Western Copper will acquire certain assets of Western Silver and Glamis will become the sole shareholder of Western Silver and the indirect owner, through Western Silver, of certain corporations and mineral properties in Mexico (the \"Arrangement\"); and\n\n(B) It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.\n\nNOW THEREFORE TIHS AGREEMENT", "probability": 0.004786677470381148 }, { "score": 7.658567428588867, "text": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006.", "probability": 0.004159653721397822 }, { "score": 7.630462169647217, "text": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006.\n\nBETWEEN:\n\nGLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement", "probability": 0.00404437315976483 }, { "score": 7.615664482116699, "text": "RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006.\n\nBETWEEN:\n\nGLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement Agreement\"), pursuant to which, among other things, Western Copper will acquire certain assets of Western Silver and Glamis will become the sole shareholder of Western Silver and the indirect owner, through Western Silver, of certain corporations and mineral properties in Mexico (the \"Arrangement\"); and\n\n(B) It is an obligation under the Arrangement Agreement", "probability": 0.003984966414743164 }, { "score": 7.550793647766113, "text": "NON COMPETITION AGREEMENT AND", "probability": 0.0037346647291498143 }, { "score": 7.508662700653076, "text": "Arrangement Agreement", "probability": 0.003580588250957467 }, { "score": 6.953634262084961, "text": "TIHS AGREEMENT", "probability": 0.002055457938528766 }, { "score": 6.659850120544434, "text": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006.\n\nBETWEEN:\n\nGLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement", "probability": 0.0015322151866516262 }, { "score": 6.656054496765137, "text": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006", "probability": 0.0015264104974312847 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Parties": [ { "text": "", "score": 11.590842247009277, "probability": 0.13784919820697455 }, { "score": 11.416637420654297, "text": "Western Copper", "probability": 0.1158105301197563 }, { "score": 11.312381744384766, "text": "GLAMIS GOLD LTD.,", "probability": 0.10434469757784706 }, { "score": 11.114925384521484, "text": "GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper", "probability": 0.08564779315155024 }, { "score": 10.977294921875, "text": "WESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper", "probability": 0.07463525598481816 }, { "score": 10.78813362121582, "text": "Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation", "probability": 0.061772093144963285 }, { "score": 10.714460372924805, "text": "GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION", "probability": 0.057384741872475734 }, { "score": 10.59439468383789, "text": "Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper", "probability": 0.050892357140162 }, { "score": 10.576828002929688, "text": "WESTERN COPPER CORPORATION", "probability": 0.05000615395510933 }, { "score": 10.486421585083008, "text": "GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation", "probability": 0.045683613145948036 }, { "score": 10.348790168762207, "text": "WESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation", "probability": 0.03980960611293158 }, { "score": 10.198673248291016, "text": "GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is", "probability": 0.03426043953881982 }, { "score": 10.193927764892578, "text": "Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION", "probability": 0.0340982423481876 }, { "score": 9.965889930725098, "text": "Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation", "probability": 0.027145410907689623 }, { "score": 9.84185791015625, "text": "Western Silver Corporation", "probability": 0.023978940936709454 }, { "score": 9.678141593933105, "text": "Glam is", "probability": 0.020357709145906493 }, { "score": 9.102787017822266, "text": "Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver", "probability": 0.0114513209693649 }, { "score": 8.86447525024414, "text": "GLAMIS", "probability": 0.009023148440929267 }, { "score": 8.801074981689453, "text": "GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver", "probability": 0.008468835853544392 }, { "score": 8.663443565368652, "text": "WESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver", "probability": 0.00737991144631208 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Agreement Date": [ { "score": 15.277917861938477, "text": "May 3,2006", "probability": 0.774604624008175 }, { "score": 13.983561515808105, "text": "May 3,2006.", "probability": 0.2122991554227012 }, { "text": "", "score": 10.878135681152344, "probability": 0.009512155964134447 }, { "score": 8.79951000213623, "text": "3,2006", "probability": 0.001189989967961922 }, { "score": 8.27955150604248, "text": "THIS AGREEMENT is dated May 3,2006", "probability": 0.0007075028513544154 }, { "score": 7.505154132843018, "text": "3,2006.", "probability": 0.00032614572363097607 }, { "score": 6.985667705535889, "text": "May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 0.0001939999418237293 }, { "score": 6.985196113586426, "text": "THIS AGREEMENT is dated May 3,2006.", "probability": 0.0001939084745822715 }, { "score": 6.868646144866943, "text": ",2006", "probability": 0.0001725757548321226 }, { "score": 6.512566566467285, "text": "Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 0.00012087497175677837 }, { "score": 6.470196723937988, "text": "May 3, 200ri", "probability": 0.00011586049958003796 }, { "score": 6.455324172973633, "text": "May", "probability": 0.00011415010885891844 }, { "score": 6.19073486328125, "text": "AGREEMENT is dated May 3,2006", "probability": 8.761261697192261e-05 }, { "score": 6.0819411277771, "text": "is dated May 3,2006", "probability": 7.858110541593377e-05 }, { "score": 5.997095584869385, "text": "Effective Date means May 3, 200ri", "probability": 7.218885986671121e-05 }, { "score": 5.858198165893555, "text": "May 3", "probability": 6.28272137478392e-05 }, { "score": 5.5742902755737305, "text": ",2006.", "probability": 4.729858734631414e-05 }, { "score": 5.4534149169921875, "text": "dated May 3,2006", "probability": 4.1913378446987395e-05 }, { "score": 5.262304306030273, "text": "May 3,", "probability": 3.462217801035162e-05 }, { "score": 4.896378993988037, "text": "AGREEMENT is dated May 3,2006.", "probability": 2.40123708021256e-05 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Effective Date": [ { "score": 14.260967254638672, "text": "May 3,2006", "probability": 0.6265789180802905 }, { "score": 12.609980583190918, "text": "May 3,2006.", "probability": 0.1202157519754639 }, { "score": 12.342752456665039, "text": "Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 0.09202496832250497 }, { "text": "", "score": 11.41783332824707, "probability": 0.03649374246660647 }, { "score": 11.293046951293945, "text": "this Agreement has been executed by the parties hereto on the day and year first above written.", "probability": 0.03221249528693761 }, { "score": 11.223237991333008, "text": "Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 0.030040469913687837 }, { "score": 10.888361930847168, "text": "Effective Date means May 3, 200ri", "probability": 0.02149175577389753 }, { "score": 10.674202919006348, "text": "Effective Date means May 3, 200ri", "probability": 0.01734857546709847 }, { "score": 9.455770492553711, "text": "May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 0.005129857961212933 }, { "score": 9.1427640914917, "text": "IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the day and year first above written.", "probability": 0.003751184173988375 }, { "score": 9.120895385742188, "text": "May 3, 200ri", "probability": 0.003670041111748765 }, { "score": 8.890318870544434, "text": "May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 0.00291429036876073 }, { "score": 8.487298965454102, "text": "THIS AGREEMENT is dated May 3,2006", "probability": 0.001947616746511807 }, { "score": 8.459329605102539, "text": "this Agreement has been executed by the parties hereto on the day and year first above written", "probability": 0.001893897894772071 }, { "score": 7.858841896057129, "text": "Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,\n", "probability": 0.0010388864043534283 }, { "score": 7.683966636657715, "text": "Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,\n", "probability": 0.0008722092790398663 }, { "score": 7.642525672912598, "text": "3,2006", "probability": 0.0008368027923702805 }, { "score": 7.221769332885742, "text": "May 3, 200ri", "probability": 0.0005494029209366156 }, { "score": 7.145537853240967, "text": "Effective Date means May 3, 200", "probability": 0.0005090776762954836 }, { "score": 7.086838722229004, "text": "Effective Date means May 3, 200", "probability": 0.000480055383522318 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Expiration Date": [ { "text": "", "score": 11.505426406860352, "probability": 0.9711446436075603 }, { "score": 7.695000648498535, "text": "Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 0.021499929636042792 }, { "score": 5.900206089019775, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 0.003572462389223148 }, { "score": 5.558234214782715, "text": "Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 0.0025377636201099466 }, { "score": 4.255354881286621, "text": "Effective Date means May 3, 200ri", "probability": 0.0006896327256112608 }, { "score": 2.739253282546997, "text": "Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,\n", "probability": 0.00015142002161392014 }, { "score": 2.2462592124938965, "text": "May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 9.248657560240603e-05 }, { "score": 2.1558282375335693, "text": "(f) Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 8.448994476370756e-05 }, { "score": 1.404252290725708, "text": "(f) Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 3.9847377093935145e-05 }, { "score": 1.2214100360870361, "text": "Effective Date means May 3, 200ri", "probability": 3.318886170955176e-05 }, { "score": 1.08475923538208, "text": "Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement", "probability": 2.894980673718302e-05 }, { "score": 0.8041901588439941, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties", "probability": 2.186734551544431e-05 }, { "score": 0.6910305023193359, "text": "This Agreement may be terminated at any time", "probability": 1.9527716105920098e-05 }, { "score": 0.6653609275817871, "text": "May 3, 200ri or such later date as determined under the Arrangement Agreement,", "probability": 1.903282690984703e-05 }, { "score": 0.3513742685317993, "text": "4.10 This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 1.3904027709009316e-05 }, { "score": 0.1752619743347168, "text": "Effective", "probability": 1.1658858381939515e-05 }, { "score": 0.0659799575805664, "text": "Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement,\n\n(g) Mining Activities means any acquisition of mineral rights or any mineral exploration or development activities, in any manner whatsoever, and\n\n(h) Person means an individual, corporation, body corporate, firm, limited liability company, parmership, syndicate, joint venture, society, association, trust or unincorporated organization.\n\nInterpretation\n\n1.2 In this Agreement, except as otherwise expressly provided or unless the context otherwise requires,\n\n(a) the terms \"this Agreement\", \"hereof', \"herein\", \"hereunder\" and similar expressions refer to this Agreement as from time to time supplemented or amended by one or more agreements entered into pursuant to the applicable provisions of this Agreement and not to any particular section or other portion,", "probability": 1.0451904916413104e-05 }, { "score": 0.008319377899169922, "text": "This", "probability": 9.866287775263524e-06 }, { "score": -0.0029273033142089844, "text": "Effective Date means May 3, 200ri or", "probability": 9.755946431919681e-06 }, { "score": -0.07027745246887207, "text": "or such later date as determined under the Arrangement Agreement,", "probability": 9.120520186023355e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Renewal Term": [ { "text": "", "score": 11.327627182006836, "probability": 0.9999775422672491 }, { "score": -1.0810319185256958, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 4.082987698386106e-06 }, { "score": -1.1883461475372314, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 3.667516648288304e-06 }, { "score": -1.386899471282959, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 3.007055758365208e-06 }, { "score": -1.8700612783432007, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 1.8548422270320799e-06 }, { "score": -1.9732460975646973, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 1.6729939745392778e-06 }, { "score": -1.9773755073547363, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 1.666099741196187e-06 }, { "score": -2.010833263397217, "text": "in the Area of Non-Competition.", "probability": 1.6112780026469536e-06 }, { "score": -2.976039171218872, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 6.137434615271763e-07 }, { "score": -3.0624771118164062, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 5.629208798502051e-07 }, { "score": -3.230724334716797, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 4.757496936464e-07 }, { "score": -3.338038682937622, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 4.2733895930109744e-07 }, { "score": -3.368854284286499, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 4.143710848907937e-07 }, { "score": -3.4333391189575195, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 3.8849374838189126e-07 }, { "score": -3.455292224884033, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 3.800580377847024e-07 }, { "score": -3.5365920066833496, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 3.5038207091436326e-07 }, { "score": -3.5406534671783447, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 3.4896189392376726e-07 }, { "score": -3.574410915374756, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 3.373784446978862e-07 }, { "score": -3.66084885597229, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 3.094409681518349e-07 }, { "score": -3.7392067909240723, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 2.861194571709014e-07 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.6756591796875, "probability": 0.997993700262614 }, { "score": 4.486387729644775, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 0.0007531246808180285 }, { "score": 4.42026424407959, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 0.0007049362035531188 }, { "score": 2.900538206100464, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.00015422017194301462 }, { "score": 2.7213780879974365, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 0.00012892375088840297 }, { "score": 1.95839524269104, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 6.011373227748251e-05 }, { "score": 1.4699463844299316, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 3.688442767161495e-05 }, { "score": 1.2907861471176147, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 3.083434636345976e-05 }, { "score": 1.1670645475387573, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 2.7246024233119654e-05 }, { "score": 0.8468478918075562, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.9780388262207558e-05 }, { "score": 0.6403324604034424, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 1.6089638986657696e-05 }, { "score": 0.5278034210205078, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 1.437724120213613e-05 }, { "score": 0.1923201084136963, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties", "probability": 1.0279618738428692e-05 }, { "score": 0.182806134223938, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.0182282472634921e-05 }, { "score": 0.1723088026046753, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 1.0075954732043197e-05 }, { "score": 0.08386516571044922, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 9.223072536237502e-06 }, { "score": -0.14390575885772705, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 7.3443940238674265e-06 }, { "score": -0.6357433795928955, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion", "probability": 4.491109085584154e-06 }, { "score": -0.687786340713501, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 4.263356336585246e-06 }, { "score": -0.7744736671447754, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties", "probability": 3.9093432615010176e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Governing Law": [ { "score": 15.876655578613281, "text": "This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 0.9661213315269602 }, { "text": "", "score": 12.141389846801758, "probability": 0.023058251695532328 }, { "score": 10.786256790161133, "text": "Governing Law and Attornment\n\n4.8 This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 0.005947022296197748 }, { "score": 10.199928283691406, "text": "This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia", "probability": 0.0033087224012985834 }, { "score": 8.439905166625977, "text": "4.8 This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 0.0005692355357524661 }, { "score": 8.098960876464844, "text": "This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia,", "probability": 0.0004047825483068546 }, { "score": 7.5169172286987305, "text": "This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia", "probability": 0.00022617439418560307 }, { "score": 7.042109966278076, "text": ".", "probability": 0.00014068158791493262 }, { "score": 6.175540924072266, "text": "This", "probability": 5.914133293226058e-05 }, { "score": 5.632786273956299, "text": "Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 3.436970138729414e-05 }, { "score": 5.109529495239258, "text": "Governing Law and Attornment\n\n4.8 This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia", "probability": 2.0367054582421804e-05 }, { "score": 4.851377487182617, "text": "will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 1.5733097523084006e-05 }, { "score": 4.8313703536987305, "text": "overning Law and Attornment\n\n4.8 This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 1.5421451310065935e-05 }, { "score": 4.790041446685791, "text": "This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.\n\nSeverability\n\n4.9 The parties covenant and agree that if any part of this Agreement is determined to be void or unenforceable, such determination will not be deemed to affect or impair the validity of any other part of this Agreement.\n\nI62W.3\n\n\n\n\n\nTermination\n\n- 8 -\n\n4.10 This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 1.47970905261667e-05 }, { "score": 4.708013534545898, "text": "This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and", "probability": 1.3631764075032717e-05 }, { "score": 4.509485721588135, "text": "the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 1.1177187270790478e-05 }, { "score": 4.438063144683838, "text": "by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 1.0406725432795848e-05 }, { "score": 4.4294962882995605, "text": "be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 1.0317953302550346e-05 }, { "score": 4.333474159240723, "text": "Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 9.373281870643195e-06 }, { "score": 4.299631595611572, "text": "Governing Law and Attornment", "probability": 9.061373638586962e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.072118759155273, "probability": 0.934874513337606 }, { "score": 9.118633270263672, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 0.04876080534840607 }, { "score": 6.281340599060059, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.002856605837199421 }, { "score": 6.165943145751953, "text": "in the Area of Non-Competition.", "probability": 0.0025452699027596446 }, { "score": 6.024722099304199, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.002210051127984098 }, { "score": 5.73710298538208, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.0016576427054503197 }, { "score": 5.693386077880859, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.001586736876788738 }, { "score": 5.082124710083008, "text": "(B) It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 0.0008610680521942065 }, { "score": 5.0679521560668945, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.0008489505892388264 }, { "score": 4.993756294250488, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.0007882419800697977 }, { "score": 4.839262962341309, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0006754045144996343 }, { "score": 4.582644462585449, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.0005225356924212096 }, { "score": 4.479997634887695, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.00047156005528484657 }, { "score": 3.9708874225616455, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 0.00028342180140605475 }, { "score": 3.930908679962158, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement", "probability": 0.00027231446225252804 }, { "score": 3.6258745193481445, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.000200722498390316 }, { "score": 3.5844485759735107, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.00019257725651249824 }, { "score": 3.55167818069458, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.000186368707598687 }, { "score": 3.0267422199249268, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.00011025446911538489 }, { "score": 2.877351999282837, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 9.495478482186895e-05 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Compete": [ { "score": 12.618871688842773, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 0.24208311841209992 }, { "score": 11.840166091918945, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.11111609268159296 }, { "text": "", "score": 11.686349868774414, "probability": 0.09527422492871616 }, { "score": 11.65821361541748, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.09263092584220252 }, { "score": 11.629632949829102, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.09002094744933664 }, { "score": 11.348844528198242, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 0.06798274826850191 }, { "score": 11.293473243713379, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.06432077581315573 }, { "score": 11.282766342163086, "text": "in the Area of Non-Competition.", "probability": 0.06363577327019655 }, { "score": 10.718026161193848, "text": "Area of Non-Competition means the State of Zacatecas, Mexico and the area extending 20 kilometers in all directions from the external boundary of each mineral property owned or controlled by Western Silver or in which Western Silver holds any legal interest, in Mexico, as at the Effective Date,", "probability": 0.036177435800193586 }, { "score": 10.669478416442871, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.03446305426309544 }, { "score": 10.640897750854492, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.03349201973913884 }, { "score": 10.271053314208984, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.023137686932450535 }, { "score": 9.737665176391602, "text": "in the Area of Non-Competition.", "probability": 0.013572892691364084 }, { "score": 9.402124404907227, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.009703958041176337 }, { "score": 8.885327339172363, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.005787710452468115 }, { "score": 8.703374862670898, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.004824872480487481 }, { "score": 8.361518859863281, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 0.003427833067265959 }, { "score": 8.338634490966797, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.003350280031456942 }, { "score": 8.179566383361816, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0028575820386632644 }, { "score": 7.890428066253662, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.002140067796436942 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Exclusivity": [ { "text": "", "score": 12.159122467041016, "probability": 0.3452108371294823 }, { "score": 11.252049446105957, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.13936304065201105 }, { "score": 11.064179420471191, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.11549327531857961 }, { "score": 10.914887428283691, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.09947638842368667 }, { "score": 10.725768089294434, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.08233538566382162 }, { "score": 10.524225234985352, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.0673065879008386 }, { "score": 9.762688636779785, "text": "in the Area of Non-Competition.", "probability": 0.03142870106944714 }, { "score": 9.56805419921875, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.025870079898752313 }, { "score": 9.41876220703125, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.02228235461728304 }, { "score": 9.269264221191406, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.019188230698659013 }, { "score": 9.028099060058594, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.015076420175473915 }, { "score": 8.77647876739502, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.011722518531635744 }, { "score": 8.439316749572754, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.008367453819184698 }, { "score": 7.7007904052734375, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.003998116162141991 }, { "score": 7.509688377380371, "text": "advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0033026370744669103 }, { "score": 7.138667106628418, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.0022789162296259465 }, { "score": 7.006476402282715, "text": "This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "probability": 0.001996726895565832 }, { "score": 6.993471145629883, "text": "carry on or be engaged in Mining Activities, or", "probability": 0.001970927080074695 }, { "score": 6.9431915283203125, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.0018742796777935428 }, { "score": 6.691431045532227, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 0.0014571229814753905 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__No-Solicit Of Customers": [ { "score": 12.113851547241211, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.180120381222767 }, { "text": "", "score": 12.09454345703125, "probability": 0.17667596025553053 }, { "score": 11.887441635131836, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.1436264023105172 }, { "score": 11.839240074157715, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.1368675868139821 }, { "score": 11.497509002685547, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.09724979430384224 }, { "score": 11.29107666015625, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.07911088886961659 }, { "score": 10.8341703414917, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.0500961523717662 }, { "score": 10.778733253479004, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.04739454407448222 }, { "score": 10.320209503173828, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.02996360168434501 }, { "score": 9.723844528198242, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.01650425774683695 }, { "score": 9.661625862121582, "text": "in the Area of Non-Competition.", "probability": 0.015508677822907983 }, { "score": 8.83445930480957, "text": "advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.006781736360227522 }, { "score": 8.122993469238281, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 0.0033293175196103682 }, { "score": 8.023446083068848, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3", "probability": 0.00301385487200302 }, { "score": 7.955386161804199, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.0028155567632337803 }, { "score": 7.802567958831787, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n", "probability": 0.0024165522240580392 }, { "score": 7.769670486450195, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition", "probability": 0.0023383471909154525 }, { "score": 7.749999523162842, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to", "probability": 0.0022927991052447355 }, { "score": 7.693221092224121, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 0.0021662443566220204 }, { "score": 7.466811180114746, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.001727344131491075 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Competitive Restriction Exception": [ { "score": 11.84528923034668, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.14017040320115276 }, { "text": "", "score": 11.819034576416016, "probability": 0.13653816795480234 }, { "score": 11.808050155639648, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.13504658236537379 }, { "score": 11.780144691467285, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.13133014048504857 }, { "score": 11.753170013427734, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 0.12783490558153196 }, { "score": 11.026611328125, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.06181715691786245 }, { "score": 10.691356658935547, "text": "in the Area of Non-Competition.", "probability": 0.04420890665321877 }, { "score": 10.646888732910156, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 0.04228609678206434 }, { "score": 10.35917854309082, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.03171368086879042 }, { "score": 10.294034004211426, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.02971356341052453 }, { "score": 10.234410285949707, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.02799371172741083 }, { "score": 9.548009872436523, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.014091608667733098 }, { "score": 9.54050064086914, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.013986187825226341 }, { "score": 9.52010440826416, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.013703811777973782 }, { "score": 9.346382141113281, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.011518469136176627 }, { "score": 9.326709747314453, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.011294087572923163 }, { "score": 9.281238555908203, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0107920329679076 }, { "score": 8.748299598693848, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.006333602670615146 }, { "score": 8.527706146240234, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.005079819675846274 }, { "score": 8.416912078857422, "text": "Area of Non-Competition means the State of Zacatecas, Mexico and the area extending 20 kilometers in all directions from the external boundary of each mineral property owned or controlled by Western Silver or in which Western Silver holds any legal interest, in Mexico, as at the Effective Date,", "probability": 0.004547063757817231 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.188858032226562, "probability": 0.9310394712491479 }, { "score": 8.194581985473633, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.017150470819051702 }, { "score": 8.172343254089355, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.01677327581989775 }, { "score": 7.973123550415039, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.013743516576229083 }, { "score": 7.134359836578369, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.005940560429625299 }, { "score": 7.11690616607666, "text": "in the Area of Non-Competition.", "probability": 0.005837775442217072 }, { "score": 6.089029312133789, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.002088556072688177 }, { "score": 6.066790580749512, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.0020426218873015305 }, { "score": 5.427126884460449, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0010774213262274175 }, { "score": 5.2540974617004395, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0009062329402590802 }, { "score": 5.205667495727539, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 0.0008633899262146962 }, { "score": 5.0326385498046875, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.000726208722131224 }, { "score": 4.466954231262207, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.00041246574133296647 }, { "score": 4.350868225097656, "text": "advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.00036725893522525794 }, { "score": 4.2052178382873535, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n", "probability": 0.00031748061394793706 }, { "score": 4.193875312805176, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.00031389992739708065 }, { "score": 3.3215737342834473, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.0001312065309735661 }, { "score": 3.1485445499420166, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.00011035952769800761 }, { "score": 2.8364756107330322, "text": "2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 8.077556694330008e-05 }, { "score": 2.789280891418457, "text": "NON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 7.705194549097668e-05 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.468777656555176, "probability": 0.9303826660066512 }, { "score": 7.687986373901367, "text": "in the Area of Non-Competition.", "probability": 0.021217041172833306 }, { "score": 7.192570686340332, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.012927915946916084 }, { "score": 6.922788619995117, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.009871056939505277 }, { "score": 6.2391743659973145, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.004982803476769413 }, { "score": 6.212599277496338, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 0.004852129065891512 }, { "score": 5.897364616394043, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.003540198964334196 }, { "score": 5.705413341522217, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.0029218928872291605 }, { "score": 5.466701507568359, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.002301405035347972 }, { "score": 5.1969194412231445, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.0017572283296135704 }, { "score": 4.943968296051025, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.001364498019663247 }, { "score": 4.410207271575928, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.000800135320784761 }, { "score": 4.17149543762207, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.0006302200413513626 }, { "score": 3.9392290115356445, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 0.0004995974151026452 }, { "score": 3.8956971168518066, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.00047831557319169814 }, { "score": 3.6909592151641846, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.0003897606403182267 }, { "score": 3.39939546585083, "text": "advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0002911879860046752 }, { "score": 3.368617296218872, "text": "Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.00028236226918400243 }, { "score": 3.346052646636963, "text": "carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0002760622101479864 }, { "score": 3.1787056922912598, "text": "NON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.00023352269915977367 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.523789405822754, "probability": 0.5568742447897694 }, { "score": 10.857172966003418, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 0.28592313108021866 }, { "score": 10.187670707702637, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 0.1463821611371057 }, { "score": 6.008335590362549, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 0.002240918052134405 }, { "score": 5.522984504699707, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.001379242645545743 }, { "score": 5.507546424865723, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties", "probability": 0.001358113305346018 }, { "score": 5.144791603088379, "text": "W'estem Copper may, at its option, terminate this Agreement by written notice to Glamis, effective immediately upon delivery of the notice, should Glamis cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets or avail itself", "probability": 0.0009449168349851938 }, { "score": 4.979366302490234, "text": "4.10 This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 0.0008008483615442034 }, { "score": 4.909411430358887, "text": "W'estem Copper may, at its option, terminate this Agreement by written notice to Glamis, effective immediately upon delivery of the notice,", "probability": 0.000746739760999106 }, { "score": 4.793161392211914, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties", "probability": 0.0006647870125253702 }, { "score": 4.552365303039551, "text": "Glamis may, at its option, terminate this Agreement by written notice to Western Copper, effective immediately upon delivery of the notice, should Western Copper cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets or avail itself of, or become subject to, any proceedings under the Bankruptcy and Insolvency Act (Canada) or any other statute of any province or state relating to insolvency or the protection of rights of creditors.", "probability": 0.0005225238445319502 }, { "score": 4.3467020988464355, "text": "W'estem Copper may, at its option, terminate this Agreement by written notice to Glamis,", "probability": 0.0004253904334172683 }, { "score": 3.930981159210205, "text": "4.10 This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 0.00028069999749288997 }, { "score": 3.8503310680389404, "text": "Termination\n\n- 8 -\n\n4.10 This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 0.00025895036004304494 }, { "score": 3.8105952739715576, "text": "This Agreement may be terminated at any time", "probability": 0.0002488625134613809 }, { "score": 3.6711206436157227, "text": "W'estem Copper may, at its option, terminate this Agreement", "probability": 0.00021646436950018878 }, { "score": 3.6041219234466553, "text": "W'estem Copper may, at its option, terminate this Agreement by written notice to Glamis", "probability": 0.00020243669870155054 }, { "score": 3.5382072925567627, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.0001895234204749822 }, { "score": 3.446364164352417, "text": "W'estem Copper", "probability": 0.00017289240758984164 }, { "score": 3.4126040935516357, "text": "W'estem Copper may", "probability": 0.00016715297461307923 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Rofr/Rofo/Rofn": [ { "score": 12.407032012939453, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.2197937474438044 }, { "text": "", "score": 12.267236709594727, "probability": 0.19111862176834224 }, { "score": 11.351690292358398, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.07650437084379605 }, { "score": 11.303278923034668, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 0.07288891028045114 }, { "score": 11.109201431274414, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 0.06003087500759625 }, { "score": 10.865145683288574, "text": "Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.04703082629550938 }, { "score": 10.689126014709473, "text": "Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 0.03944012096384854 }, { "score": 10.486242294311523, "text": "Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 0.032197856318238884 }, { "score": 10.399314880371094, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 0.02951717987343617 }, { "score": 10.381763458251953, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 0.02900363132662771 }, { "score": 10.373788833618164, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 0.028773258044879013 }, { "score": 10.295124053955078, "text": "Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 0.02659655340122495 }, { "score": 10.293006896972656, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 0.026540303888018865 }, { "score": 10.24793815612793, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 0.025370719619389755 }, { "score": 10.170905113220215, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 0.023489715692956756 }, { "score": 9.97978687286377, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 0.01940332522862465 }, { "score": 9.922262191772461, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 0.01831865196473036 }, { "score": 9.719379425048828, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 0.014954870116716151 }, { "score": 9.383111000061035, "text": "Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 0.01068422743132133 }, { "score": 9.135673522949219, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property", "probability": 0.008342234490487507 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Change Of Control": [ { "text": "", "score": 12.207465171813965, "probability": 0.9856111267239889 }, { "score": 6.92387056350708, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 0.005001146937848069 }, { "score": 6.124650955200195, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.0022489145225642678 }, { "score": 6.061002731323242, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 0.002110235265511222 }, { "score": 5.346998691558838, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 0.001033339098240829 }, { "score": 5.197992324829102, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 0.0008902873840246329 }, { "score": 4.54445219039917, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.0004631283268807071 }, { "score": 4.475684642791748, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 0.00043235051300899034 }, { "score": 4.354063510894775, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 0.00038283936936370585 }, { "score": 4.043130874633789, "text": "This Agreement may be terminated at any time by agreement in writing executed by the parties.", "probability": 0.00028053061511650203 }, { "score": 3.8238892555236816, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 0.0002253018919103845 }, { "score": 3.774899482727051, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 0.00021453040399729143 }, { "score": 3.7667999267578125, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 0.00021279982092116954 }, { "score": 3.7102932929992676, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 0.0002011086445485522 }, { "score": 3.3394813537597656, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 0.00013879990212667566 }, { "score": 3.2656354904174805, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 0.0001289194098885775 }, { "score": 3.1757335662841797, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property", "probability": 0.00011783502528946604 }, { "score": 3.058497905731201, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 0.00010479959369304518 }, { "score": 3.037628173828125, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 0.00010263511883420212 }, { "score": 3.00531268119812, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 9.937143224288204e-05 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.035710334777832, "probability": 0.9984653466966305 }, { "score": 5.428950309753418, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 0.0013491293006185879 }, { "score": 2.850381374359131, "text": "Glamis may, at its option, terminate this Agreement by written notice to Western Copper, effective immediately upon delivery of the notice, should Western Copper cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets or avail itself of, or become subject to, any proceedings under the Bankruptcy and Insolvency Act (Canada) or any other statute of any province or state relating to insolvency or the protection of rights of creditors.", "probability": 0.00010237532998406912 }, { "score": 1.4732296466827393, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 2.5828900457648614e-05 }, { "score": 1.309276819229126, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis", "probability": 2.19231073417735e-05 }, { "score": 0.4934620261192322, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 9.696125931387514e-06 }, { "score": 0.014931440353393555, "text": "In", "probability": 6.008624365704913e-06 }, { "score": -0.8355773687362671, "text": "if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 2.5668693955722673e-06 }, { "score": -1.0569417476654053, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 2.0571522910251156e-06 }, { "score": -1.1575877666473389, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.\n\nPARTS\n\nENFORCEMENT\n\nGlamis' Remedies for Breach\n\n3.1 Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone,", "probability": 1.8601862636325287e-06 }, { "score": -1.2293694019317627, "text": "Glamis may, at its option, terminate this Agreement by written notice to Western Copper, effective immediately upon delivery of the notice,", "probability": 1.7313388123061529e-06 }, { "score": -1.3631000518798828, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 1.514619631643981e-06 }, { "score": -1.3651878833770752, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon,", "probability": 1.5114606599186093e-06 }, { "score": -1.507983922958374, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.310331905551055e-06 }, { "score": -1.5466796159744263, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.2605961892437514e-06 }, { "score": -1.569636583328247, "text": "Glamis may, at its option, terminate this Agreement by written notice to Western Copper,", "probability": 1.2319863774286688e-06 }, { "score": -1.5865455865859985, "text": "Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 1.2113298485802451e-06 }, { "score": -1.598933458328247, "text": "Glamis may, at its option, terminate this Agreement by written notice to Western Copper", "probability": 1.1964166121228871e-06 }, { "score": -1.6193323135375977, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.1722583213298138e-06 }, { "score": -1.7130682468414307, "text": "G", "probability": 1.0673683620256072e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.011600494384766, "probability": 0.9999919853792512 }, { "score": -1.8188828229904175, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 9.851308794844558e-07 }, { "score": -2.121814250946045, "text": "in the Area of Non-Competition.", "probability": 7.276666732745352e-07 }, { "score": -2.242522954940796, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 6.449252205662669e-07 }, { "score": -2.3011202812194824, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 6.082202360301162e-07 }, { "score": -2.490790605545044, "text": "WESTERN COPPER CORPORATION", "probability": 5.031391250255739e-07 }, { "score": -2.616905927658081, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 4.4352377157227665e-07 }, { "score": -2.6240622997283936, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 4.4036108063515883e-07 }, { "score": -2.646338939666748, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 4.3065977285428677e-07 }, { "score": -2.6970715522766113, "text": "(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION", "probability": 4.093562384636416e-07 }, { "score": -2.7247605323791504, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 3.98177065893258e-07 }, { "score": -2.75264310836792, "text": "(\"Western Copper\")", "probability": 3.872282140222858e-07 }, { "score": -2.8239994049072266, "text": "(\"Western Copper", "probability": 3.6055983580792176e-07 }, { "score": -3.069979190826416, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 2.819354480420247e-07 }, { "score": -3.0991435050964355, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 2.7383173798583794e-07 }, { "score": -3.106299877166748, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 2.71879091450224e-07 }, { "score": -3.1975271701812744, "text": "GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION", "probability": 2.481740110870658e-07 }, { "score": -3.324658155441284, "text": "WESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")", "probability": 2.1854657997237825e-07 }, { "score": -3.396014451980591, "text": "WESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper", "probability": 2.0349529331219778e-07 }, { "score": -3.5309391021728516, "text": "(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3\n\n(\"Western Copper\")", "probability": 1.7781047320070546e-07 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.966978073120117, "probability": 0.9992460103519526 }, { "score": 3.459491729736328, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.00020179855362785344 }, { "score": 3.14766788482666, "text": "in the Area of Non-Competition.", "probability": 0.0001477388363347604 }, { "score": 2.8043668270111084, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.00010480956510563959 }, { "score": 2.6699962615966797, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 9.16314425811602e-05 }, { "score": 2.142746925354004, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 5.408328299480032e-05 }, { "score": 2.1286518573760986, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 5.33263226801925e-05 }, { "score": 1.353251576423645, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 2.4557806495713466e-05 }, { "score": 1.2479238510131836, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.210275058891906e-05 }, { "score": 0.5927988886833191, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 1.147966373959369e-05 }, { "score": 0.4783358573913574, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 1.0238079653576868e-05 }, { "score": 0.458428293466568, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 1.0036279765080317e-05 }, { "score": -0.08291611075401306, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 5.840766861083975e-06 }, { "score": -0.4533071517944336, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 4.032840873531362e-06 }, { "score": -0.883023738861084, "text": "NON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.6241432765681853e-06 }, { "score": -0.904927134513855, "text": "Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.567290535125302e-06 }, { "score": -1.1084320545196533, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 2.094565548148353e-06 }, { "score": -1.242802619934082, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 1.8312075101560066e-06 }, { "score": -1.269914150238037, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 1.7822276320996305e-06 }, { "score": -1.5013399124145508, "text": "2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 1.414022243687382e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.139204025268555, "probability": 0.9996607536352253 }, { "score": 2.853532314300537, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 9.271215103189516e-05 }, { "score": 2.66007399559021, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 7.640447168469786e-05 }, { "score": 1.8078805208206177, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 3.258485955276651e-05 }, { "score": 1.8051763772964478, "text": "in the Area of Non-Competition.", "probability": 3.2496864445142355e-05 }, { "score": 1.4305423498153687, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 2.234292192681049e-05 }, { "score": 1.2783831357955933, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 1.9189252651364896e-05 }, { "score": 0.45580172538757324, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 8.429765498766685e-06 }, { "score": 0.4453408718109131, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 8.342042584434035e-06 }, { "score": 0.3927648067474365, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 7.91478109144799e-06 }, { "score": 0.04885149002075195, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 5.611503677331952e-06 }, { "score": -0.003511667251586914, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 5.325228180748956e-06 }, { "score": -0.03386414051055908, "text": "in the Area of Non-Competition.", "probability": 5.166022697334103e-06 }, { "score": -0.04432499408721924, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 5.112263364813515e-06 }, { "score": -0.20881831645965576, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 4.336852750338096e-06 }, { "score": -0.537373423576355, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 3.122374609724543e-06 }, { "score": -0.5534031391143799, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 3.0727228479076134e-06 }, { "score": -0.7308316230773926, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.573162290395139e-06 }, { "score": -0.7709534168243408, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 2.471966065492241e-06 }, { "score": -0.9644116163253784, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.037157823103815e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.050748825073242, "probability": 0.9985693039818496 }, { "score": 4.13893985748291, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.00036586699654300394 }, { "score": 3.8218979835510254, "text": "in the Area of Non-Competition.", "probability": 0.0002664610278631948 }, { "score": 3.7154030799865723, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.00023954303616894037 }, { "score": 3.187199592590332, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.00014124975069593435 }, { "score": 3.0568833351135254, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.000123991541251391 }, { "score": 2.3286807537078857, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 5.986013550723817e-05 }, { "score": 2.1051430702209473, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 4.786923788056153e-05 }, { "score": 1.7259095907211304, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 3.276102685163886e-05 }, { "score": 1.6843265295028687, "text": "in the Area of Non-Competition.", "probability": 3.142665889023868e-05 }, { "score": 1.3265635967254639, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 2.197473994069438e-05 }, { "score": 1.3093020915985107, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.159867789060795e-05 }, { "score": 1.2960847616195679, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.131507937406424e-05 }, { "score": 0.8857650756835938, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 1.4141236281229034e-05 }, { "score": 0.8725476861000061, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 1.395555586051588e-05 }, { "score": 0.35756176710128784, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 8.338570339479245e-06 }, { "score": 0.3443443775177002, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 8.229081379816225e-06 }, { "score": -0.11754739284515381, "text": "NON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 5.18506625395654e-06 }, { "score": -0.500957190990448, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 3.5337966155374094e-06 }, { "score": -0.5410844087600708, "text": "NON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 3.394802561637844e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.193127632141113, "probability": 0.9965127949889765 }, { "score": 6.31315279006958, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 0.0027851093525214934 }, { "score": 4.064198970794678, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 0.00029385563141774793 }, { "score": 2.721806764602661, "text": "by monetary award alone", "probability": 7.676097637831335e-05 }, { "score": 2.4371142387390137, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 5.774310019258053e-05 }, { "score": 2.264706611633301, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 4.8598673581558265e-05 }, { "score": 2.031219720840454, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 3.847887337531545e-05 }, { "score": 1.6227325201034546, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 2.557517479564408e-05 }, { "score": 1.558840036392212, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis", "probability": 2.3992221238105916e-05 }, { "score": 1.4680500030517578, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 2.190992278457559e-05 }, { "score": 1.4503250122070312, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 2.1524991136725883e-05 }, { "score": 1.1116607189178467, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 1.5341327724007987e-05 }, { "score": 0.9781277179718018, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 1.3423640168960236e-05 }, { "score": 0.9392532110214233, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 1.2911815693284016e-05 }, { "score": 0.7928626537322998, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis", "probability": 1.1153488066628785e-05 }, { "score": 0.7057662010192871, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 1.0223160947932098e-05 }, { "score": 0.653668224811554, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 9.704190971843898e-06 }, { "score": 0.5811707973480225, "text": "In", "probability": 9.02555884051133e-06 }, { "score": 0.18147096037864685, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 6.051829280285405e-06 }, { "score": 0.1425965130329132, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis.", "probability": 5.821081908353228e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.081964492797852, "probability": 0.5525193136271305 }, { "score": 10.865091323852539, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.16363121727853347 }, { "score": 10.475388526916504, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.1108205718605543 }, { "score": 10.416183471679688, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.1044498830632122 }, { "score": 8.681724548339844, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 0.018434952316606926 }, { "score": 8.442378997802734, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.014510940680140676 }, { "score": 8.342177391052246, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.013127395259989448 }, { "score": 8.077052116394043, "text": "in the Area of Non-Competition.", "probability": 0.010070154137008694 }, { "score": 6.368372917175293, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.0018237536349100868 }, { "score": 6.333491802215576, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 0.0017612357599270175 }, { "score": 6.044616222381592, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.0013193512244637582 }, { "score": 5.893588542938232, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.", "probability": 0.0011344097138143783 }, { "score": 5.884583473205566, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0011242401328508665 }, { "score": 5.654912948608398, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.0008935409140920305 }, { "score": 5.595707893371582, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0008421743582639685 }, { "score": 5.554461479187012, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.", "probability": 0.0008081443187962626 }, { "score": 5.547626495361328, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition", "probability": 0.000802639499554418 }, { "score": 5.4003400802612305, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3", "probability": 0.0006927154134316147 }, { "score": 5.305957794189453, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever", "probability": 0.000630325889112582 }, { "score": 5.2617058753967285, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n", "probability": 0.0006030409176070515 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__License Grant": [ { "text": "", "score": 11.616965293884277, "probability": 0.9999864693889146 }, { "score": -0.1881164312362671, "text": "by monetary award alone", "probability": 7.466417522703458e-06 }, { "score": -2.15749454498291, "text": "in the Area of Non-Competition.", "probability": 1.0418908510729887e-06 }, { "score": -2.431025743484497, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 7.925544966490925e-07 }, { "score": -2.588824510574341, "text": "by monetary award alone.", "probability": 6.768586766995742e-07 }, { "score": -2.853179931640625, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 5.19624835354809e-07 }, { "score": -2.89876127243042, "text": "by monetary award", "probability": 4.96471331152106e-07 }, { "score": -3.0326523780822754, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 4.3425617905496257e-07 }, { "score": -3.0818300247192383, "text": "monetary award alone", "probability": 4.134170904715629e-07 }, { "score": -3.4548065662384033, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 2.847126557193092e-07 }, { "score": -3.6036577224731445, "text": "5-\n\nibr by monetary award alone", "probability": 2.4533614482665623e-07 }, { "score": -3.690777540206909, "text": "by monetary award alone.", "probability": 2.2486708001541504e-07 }, { "score": -3.8887600898742676, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.8447739257155635e-07 }, { "score": -4.162291526794434, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.403298167013587e-07 }, { "score": -4.217723369598389, "text": "(\"Glam is", "probability": 1.3276274230684713e-07 }, { "score": -4.353652477264404, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 1.15889196855972e-07 }, { "score": -4.560176849365234, "text": "GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is", "probability": 9.426501867726625e-08 }, { "score": -4.606431484222412, "text": "by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis. Any remedy expressly set forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Western Copper at law or otherwise\n\nRestrictions Reasonable\n\n3.3 Each of Western Copper and Glamis agree that all restrictions in this Agreement applicable to them are reasonable and valid, and all defences to the strict enforcement thereof by Western Copper or Glamis, as the case may be, arc hereby waived by them.\n\nCumulative Remedies\n\n3.4 No remedy provided for in this Agreement is intended to be exclusive of any other remedy and each such remedy will be cumulative and will be in addition to every other remedy given hereunder or available at law or in equity,", "probability": 9.000412729724853e-08 }, { "score": -4.618798732757568, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 8.889787861190841e-08 }, { "score": -4.633756637573242, "text": "by", "probability": 8.757804816246177e-08 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.953834533691406, "probability": 0.9771182785409963 }, { "score": 8.154779434204102, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 0.021879554323465788 }, { "score": 4.679111003875732, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis", "probability": 0.0006769784608830246 }, { "score": 2.6860599517822266, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 9.225794508345664e-05 }, { "score": 1.9142110347747803, "text": "In", "probability": 4.263772768595619e-05 }, { "score": 1.8493530750274658, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 3.996010286687689e-05 }, { "score": 1.2485100030899048, "text": "if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 2.1912088176801563e-05 }, { "score": 0.7907650470733643, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.3863971546329228e-05 }, { "score": 0.7501620054244995, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.3312327137652148e-05 }, { "score": 0.7484058141708374, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.3288968662145838e-05 }, { "score": 0.7078027725219727, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.2760203493012273e-05 }, { "score": 0.6435837745666504, "text": "Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 1.1966513742454482e-05 }, { "score": 0.6163400411605835, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.1644902075510881e-05 }, { "score": 0.5757369995117188, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.1181553957831817e-05 }, { "score": 0.38242340087890625, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon,", "probability": 9.216099071805482e-06 }, { "score": 0.35877275466918945, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall", "probability": 9.000689699384017e-06 }, { "score": 0.06545913219451904, "text": "in the Area of Non-Competition.", "probability": 6.712608242320024e-06 }, { "score": -0.19117820262908936, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 5.193200897710606e-06 }, { "score": -0.19220256805419922, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.\n\nPARTS\n\nENFORCEMENT\n\nGlamis' Remedies for Breach\n\n3.1 Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone,", "probability": 5.187883886011756e-06 }, { "score": -0.21087968349456787, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 5.091888429422551e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.053257942199707, "probability": 0.9878512140971386 }, { "score": 6.834404468536377, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.", "probability": 0.005347764481862455 }, { "score": 6.025904178619385, "text": "Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 0.002382566647228804 }, { "score": 5.802646636962891, "text": "In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires,\n\n(a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 0.0019058360584959023 }, { "score": 4.516974449157715, "text": "In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires,\n\n(a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 0.0005268963655160935 }, { "score": 4.413680076599121, "text": "Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 0.00047518752080437723 }, { "score": 3.947256088256836, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0002980572310077811 }, { "score": 3.8132762908935547, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0002606831593565552 }, { "score": 3.4601891040802, "text": "In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires,", "probability": 0.0001831340748889638 }, { "score": 3.4461212158203125, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.0001805758021257444 }, { "score": 3.170706272125244, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.00013710344340953892 }, { "score": 3.1108033657073975, "text": "in the Area of Non-Competition.", "probability": 0.00012913169768582358 }, { "score": 3.004995584487915, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.00011616655899489844 }, { "score": 2.472590208053589, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 6.821194104943209e-05 }, { "score": 1.8738551139831543, "text": "(a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 3.748288932402248e-05 }, { "score": 1.6551744937896729, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively", "probability": 3.0120437376566645e-05 }, { "score": 1.2390787601470947, "text": "Bach", "probability": 1.9867956152821372e-05 }, { "score": 1.1795752048492432, "text": "Subsidiaries and Affiliates\n\n1.3 Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.", "probability": 1.8720227710917136e-05 }, { "score": 1.1249916553497314, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.772579787519875e-05 }, { "score": 0.856623649597168, "text": "(a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 1.355361199593016e-05 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.166359901428223, "probability": 0.9856868995530899 }, { "score": 7.752626419067383, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.", "probability": 0.011936551841008747 }, { "score": 5.072002410888672, "text": "In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires,\n\n(a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 0.0008178971101874575 }, { "score": 4.811758041381836, "text": "Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 0.0006304867732655925 }, { "score": 3.8529748916625977, "text": "In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires,\n\n(a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 0.0002417028374753343 }, { "score": 3.784552812576294, "text": "Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 0.00022571811639957446 }, { "score": 3.4577043056488037, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively", "probability": 0.0001627863233747201 }, { "score": 2.5367109775543213, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 6.480904086774423e-05 }, { "score": 2.2121453285217285, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 4.684664825882068e-05 }, { "score": 1.9704517126083374, "text": "In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires,", "probability": 3.678852030386073e-05 }, { "score": 1.922748327255249, "text": "Subsidiaries and Affiliates\n\n1.3 Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.", "probability": 3.507478383002614e-05 }, { "score": 1.9195072650909424, "text": "Bach", "probability": 3.4961288297622327e-05 }, { "score": 1.5357155799865723, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper", "probability": 2.3818193361898868e-05 }, { "score": 1.349883794784546, "text": "(a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "probability": 1.977894385978512e-05 }, { "score": 0.615525484085083, "text": "of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.", "probability": 9.490199359464996e-06 }, { "score": 0.18239974975585938, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates,", "probability": 6.15419452173354e-06 }, { "score": 0.15815973281860352, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates", "probability": 6.00681025740381e-06 }, { "score": 0.08423852920532227, "text": "In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires,", "probability": 5.578794227835265e-06 }, { "score": -0.06798315048217773, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 4.791056664703018e-06 }, { "score": -0.2843334674835205, "text": "and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.", "probability": 3.858971387924548e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.677661895751953, "probability": 0.9999778188857816 }, { "score": 0.30455493927001953, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 1.150039543145687e-05 }, { "score": -1.485460877418518, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 1.9200776029645125e-06 }, { "score": -1.8919904232025146, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.278689924925318e-06 }, { "score": -2.0080349445343018, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.1385910037098097e-06 }, { "score": -2.3169286251068115, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 8.360205003446656e-07 }, { "score": -2.416724443435669, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 7.566171025307394e-07 }, { "score": -2.579251766204834, "text": "in the Area of Non-Competition.", "probability": 6.431191392550035e-07 }, { "score": -2.695296287536621, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 5.726561631523847e-07 }, { "score": -2.697235584259033, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 5.715466890795464e-07 }, { "score": -3.0569188594818115, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 3.988809096776612e-07 }, { "score": -3.1039857864379883, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 3.80541779707542e-07 }, { "score": -3.2181789875030518, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 3.3947583706026566e-07 }, { "score": -3.334223508834839, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 3.0228136354186937e-07 }, { "score": -3.3838915824890137, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 2.8763438506627177e-07 }, { "score": -3.3925857543945312, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 2.8514448178415994e-07 }, { "score": -3.4656083583831787, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 2.650645553599128e-07 }, { "score": -3.5017781257629395, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 2.5564854600633746e-07 }, { "score": -3.617386817932129, "text": "Right of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 2.277377942393864e-07 }, { "score": -3.6474597454071045, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 2.2099100833589605e-07 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.012945175170898, "probability": 0.9999935547911893 }, { "score": -1.9439764022827148, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 8.681268237195101e-07 }, { "score": -1.9830400943756104, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 8.348684121313268e-07 }, { "score": -2.2794113159179688, "text": "in the Area of Non-Competition.", "probability": 6.207341563279816e-07 }, { "score": -2.4065663814544678, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 5.466167052244593e-07 }, { "score": -2.5053982734680176, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 4.951773311084433e-07 }, { "score": -2.5588741302490234, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 4.6939286652606926e-07 }, { "score": -2.597937822341919, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 4.514101700755732e-07 }, { "score": -2.8571972846984863, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 3.483183748684871e-07 }, { "score": -3.2342495918273926, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 2.3890467541115024e-07 }, { "score": -3.422288417816162, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.9795224183160636e-07 }, { "score": -3.42686128616333, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 1.970490988414907e-07 }, { "score": -3.4659249782562256, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 1.8950004050889346e-07 }, { "score": -3.4801864624023438, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.868166685992091e-07 }, { "score": -3.5860486030578613, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.6805068216959896e-07 }, { "score": -3.7551941871643066, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 1.418996374765607e-07 }, { "score": -3.7729649543762207, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.394002458799711e-07 }, { "score": -3.8319618701934814, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 1.314139607172572e-07 }, { "score": -3.889451265335083, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 1.2407211277575434e-07 }, { "score": -4.151139736175537, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 9.550460635148222e-08 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.226459503173828, "probability": 0.9999928032922576 }, { "score": -1.2413626909255981, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.4157807803244333e-06 }, { "score": -1.5538549423217773, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.0358153721394824e-06 }, { "score": -1.9129738807678223, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 7.233008552419166e-07 }, { "score": -2.225466251373291, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 5.291822474502022e-07 }, { "score": -2.4515669345855713, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 4.220957577748806e-07 }, { "score": -2.807744026184082, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 2.956141660178367e-07 }, { "score": -2.874026298522949, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.766554415299146e-07 }, { "score": -2.906278610229492, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 2.678750195590843e-07 }, { "score": -2.92883038520813, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.619015714877758e-07 }, { "score": -2.979010581970215, "text": "GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is", "probability": 2.490835930209749e-07 }, { "score": -3.1550841331481934, "text": "Glam is", "probability": 2.088706172166756e-07 }, { "score": -3.1730732917785645, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 2.0514680509513187e-07 }, { "score": -3.1826319694519043, "text": "in the Area of Non-Competition.", "probability": 2.0319521507890546e-07 }, { "score": -3.218770980834961, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.9598304614009e-07 }, { "score": -3.227877378463745, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 1.9420644807487686e-07 }, { "score": -3.25215744972229, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 1.8954788564870196e-07 }, { "score": -3.2896833419799805, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 1.8256673822138492e-07 }, { "score": -3.344487428665161, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 1.728305627287217e-07 }, { "score": -3.378472328186035, "text": "(\"Glam is", "probability": 1.6705561966489885e-07 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.348287582397461, "probability": 0.9904053590790307 }, { "score": 6.818232536315918, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 0.003927720636303585 }, { "score": 5.442678928375244, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 0.0009925336714702475 }, { "score": 5.437942981719971, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.000987844198261169 }, { "score": 5.201066493988037, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.0007794967378113644 }, { "score": 4.663210868835449, "text": "in the Area of Non-Competition.", "probability": 0.00045522548988736057 }, { "score": 4.491674900054932, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 0.000383468281556145 }, { "score": 4.348230838775635, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 0.000332225132253251 }, { "score": 4.135092258453369, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 0.0002684525747458344 }, { "score": 4.075258255004883, "text": "If Glamis does not dispose of the Designated Mineral Property within a period of 3 months from the first to occur of the date that Glamis and Western Copper acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis.", "probability": 0.00025286108442944624 }, { "score": 3.8137388229370117, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.00019467292302334884 }, { "score": 3.57930326461792, "text": "In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis", "probability": 0.00015398963179538794 }, { "score": 3.5768625736236572, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 0.00015361424897094005 }, { "score": 3.5309407711029053, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property.", "probability": 0.00014671952640620903 }, { "score": 3.295649766921997, "text": "In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 0.00011595843134939281 }, { "score": 3.107666492462158, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 9.608646872838995e-05 }, { "score": 3.1030826568603516, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 9.564703207430754e-05 }, { "score": 3.098346471786499, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 9.519510108782378e-05 }, { "score": 3.009577989578247, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 8.710898180091424e-05 }, { "score": 2.8707902431488037, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "probability": 7.582076901475925e-05 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Audit Rights": [ { "text": "", "score": 12.206428527832031, "probability": 0.9986488422737326 }, { "score": 5.5692596435546875, "text": "actual knowledge lo the contrary) and the receiving party will not be required to make any inquiry to confirm such authority.", "probability": 0.0013089618254227022 }, { "score": 1.6300897598266602, "text": "\nactual knowledge lo the contrary) and the receiving party will not be required to make any inquiry to confirm such authority.", "probability": 2.547811169346225e-05 }, { "score": -0.36723315715789795, "text": "and the receiving party will not be required to make any inquiry to confirm such authority.", "probability": 3.4573306456141544e-06 }, { "score": -0.44580841064453125, "text": "\n\nactual knowledge lo the contrary) and the receiving party will not be required to make any inquiry to confirm such authority.", "probability": 3.1960687793655702e-06 }, { "score": -0.7949328422546387, "text": "actual knowledge lo the contrary)", "probability": 2.2542044490937376e-06 }, { "score": -0.8460936546325684, "text": "actual knowledge lo the contrary) and the receiving party will not be required to make any inquiry to confirm such authority", "probability": 2.141777954891817e-06 }, { "score": -1.2262065410614014, "text": "the receiving party will not be required to make any inquiry to confirm such authority.", "probability": 1.464513957369897e-06 }, { "score": -1.5517406463623047, "text": "actual", "probability": 1.0575863806234105e-06 }, { "score": -2.272569179534912, "text": "actual knowledge lo the contrary) and", "probability": 5.143562188580165e-07 }, { "score": -2.292120933532715, "text": "will not be required to make any inquiry to confirm such authority.", "probability": 5.043973267516278e-07 }, { "score": -2.329176902770996, "text": ".", "probability": 4.860484620009153e-07 }, { "score": -2.537698745727539, "text": "actual knowledge lo the contrary", "probability": 3.945660257852412e-07 }, { "score": -2.8490796089172363, "text": "actual knowledge lo the contrary) and the receiving party will not be required to make any inquiry to confirm such authority.\n\nEntire Agreement\n\n4.3 The provisions in this Agreement constitute the entire agreement among the parties hereto with respect to the matters agreed to or expressly contemplated herein and supersede all previous expectations, understandings, communications, representations and agreements between the parties.\n\nAmendments\n\n4.4 No alteration or amendment of this Agreement will lake effect unless the same is in writing duly executed by each of the parties in the same manner as this Agreement.\n\nWaiver\n\n4.5 No waiver of any provision of this Agreement shall be binding on any of the parties hereto unless consented to in writing by such party. No waiver of any provision of this Agreement by either of the parties hereto shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise clearly provided.\n\nFurther Assurances\n\n4.6 Each party hereto covenants and agrees with each other party hereto that it will at all times hereafter execute and deliver, at the request of the other, all such further documents, deeds and instruments, and will do and perform all such acts as may be necessary to give full effect to the intent and meaning of this Agreement.", "probability": 2.8899391393267656e-07 }, { "score": -3.08681058883667, "text": "actual knowledge lo the contrary) and the receiving party will not be required to make any inquiry to confirm such authority.\n\nEntire Agreement\n\n4.3 The provisions in this Agreement constitute the entire agreement among the parties hereto with respect to the matters agreed to or expressly contemplated herein and supersede all previous expectations, understandings, communications, representations and agreements between the parties.\n\nAmendments\n\n4.4 No alteration or amendment of this Agreement will lake effect unless the same is in writing duly executed by each of the parties in the same manner as this Agreement.\n\nWaiver\n\n4.5 No waiver of any provision of this Agreement shall be binding on any of the parties hereto unless consented to in writing by such party.", "probability": 2.2784706786389835e-07 }, { "score": -3.2878241539001465, "text": "actual knowledge lo the contrary) and the receiving party will not be required to make any inquiry to confirm such authority.\n\nEntire Agreement\n\n4.3 The provisions in this Agreement constitute the entire agreement among the parties hereto with respect to the matters agreed to or expressly contemplated herein and supersede all previous expectations, understandings, communications, representations and agreements between the parties.\n\nAmendments\n\n4.4 No alteration or amendment of this Agreement will lake effect unless the same is in writing duly executed by each of the parties in the same manner as this Agreement.", "probability": 1.8635642134514763e-07 }, { "score": -3.479846477508545, "text": "actual knowledge lo the contrary) and the receiving party will not be required to make any inquiry to confirm such authority.\n\nEntire Agreement\n\n4.3 The provisions in this Agreement constitute the entire agreement among the parties hereto with respect to the matters agreed to or expressly contemplated herein and supersede all previous expectations, understandings, communications, representations and agreements between the parties.\n\nAmendments\n\n4.4 No alteration or amendment of this Agreement will lake effect unless the same is in writing duly executed by each of the parties in the same manner as this Agreement.\n\nWaiver\n\n4.5 No waiver of any provision of this Agreement shall be binding on any of the parties hereto unless consented to in writing by such party. No waiver of any provision of this Agreement by either of the parties hereto shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise clearly provided.", "probability": 1.5379780116347223e-07 }, { "score": -3.6096959114074707, "text": "receiving party will not be required to make any inquiry to confirm such authority.", "probability": 1.3506948184158303e-07 }, { "score": -3.647696018218994, "text": "actual knowledge lo the contrary) and the receiving party", "probability": 1.3003312419932404e-07 }, { "score": -3.688443183898926, "text": "lo the contrary) and the receiving party will not be required to make any inquiry to confirm such authority.", "probability": 1.2484114059962058e-07 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.343774795532227, "probability": 0.9775762010975432 }, { "score": 7.026637554168701, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis. Any remedy expressly set forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Western Copper at law or otherwise", "probability": 0.004796751905694398 }, { "score": 6.9752044677734375, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone.", "probability": 0.00455627733473234 }, { "score": 6.816492557525635, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 0.0038876077956348652 }, { "score": 6.333614826202393, "text": "Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis. Any remedy expressly set forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Western Copper at law or otherwise", "probability": 0.002398674455529378 }, { "score": 6.123469829559326, "text": "Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 0.0019440458243079146 }, { "score": 6.006459712982178, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated", "probability": 0.0017293768846723102 }, { "score": 5.436341285705566, "text": "Any remedy expressly set forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Western Copper at law or otherwise", "probability": 0.0009778908055784793 }, { "score": 4.669528007507324, "text": "Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone, Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper, Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.", "probability": 0.0004542213956830158 }, { "score": 4.425645351409912, "text": "Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.", "probability": 0.00035591860916353346 }, { "score": 4.309612274169922, "text": "Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper, Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.", "probability": 0.00031692621975261637 }, { "score": 3.5749340057373047, "text": "by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis. Any remedy expressly set forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Western Copper at law or otherwise", "probability": 0.00015201675318505246 }, { "score": 3.526449680328369, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone", "probability": 0.0001448221456293029 }, { "score": 3.52350115776062, "text": "by monetary award alone.", "probability": 0.00014439576317265942 }, { "score": 3.5005297660827637, "text": "Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone, Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper,", "probability": 0.0001411165992158343 }, { "score": 3.3647890090942383, "text": "by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 0.00012320451971838185 }, { "score": 3.1406140327453613, "text": "Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper,", "probability": 9.846200720370799e-05 }, { "score": 3.088916063308716, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis", "probability": 9.35010616398247e-05 }, { "score": 2.5707504749298096, "text": "Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.\n\nWestern Copper's Remedies for Breach\n\n3.2 Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis. Any remedy expressly set forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Western Copper at law or otherwise", "probability": 5.569036781619606e-05 }, { "score": 2.519317388534546, "text": "Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.\n\nWestern Copper's Remedies for Breach\n\n3.2 Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone.", "probability": 5.2898454127389137e-05 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.184274673461914, "probability": 0.6234932344749504 }, { "score": 10.483956336975098, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated", "probability": 0.11386568792377977 }, { "score": 10.437748908996582, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone.", "probability": 0.10872395529149977 }, { "score": 10.133782386779785, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis. Any remedy expressly set forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Western Copper at law or otherwise", "probability": 0.08022583759356305 }, { "score": 8.232145309448242, "text": "Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis. Any remedy expressly set forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Western Copper at law or otherwise", "probability": 0.011979640095993255 }, { "score": 8.07276725769043, "text": "Any remedy expressly set forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Western Copper at law or otherwise", "probability": 0.010214726958108399 }, { "score": 8.01655101776123, "text": "by monetary award alone.", "probability": 0.009656335790178569 }, { "score": 7.794671535491943, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 0.0077348398267018436 }, { "score": 7.712584018707275, "text": "by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis. Any remedy expressly set forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Western Copper at law or otherwise", "probability": 0.007125267429565122 }, { "score": 7.362087726593018, "text": "Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone,", "probability": 0.005018599784020256 }, { "score": 7.356308937072754, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone.", "probability": 0.0049896819875858015 }, { "score": 7.270901679992676, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated", "probability": 0.0045812180873846 }, { "score": 6.628958225250244, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone", "probability": 0.0024109514592670603 }, { "score": 6.419773101806641, "text": "Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.", "probability": 0.0019558724160632962 }, { "score": 6.323551177978516, "text": "Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.\n\nWestern Copper's Remedies for Breach\n\n3.2 Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone.", "probability": 0.0017764454306960606 }, { "score": 6.2381439208984375, "text": "Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.\n\nWestern Copper's Remedies for Breach\n\n3.2 Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated", "probability": 0.001631022569896109 }, { "score": 6.112127304077148, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n", "probability": 0.0014379098193702353 }, { "score": 5.893034934997559, "text": "Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 0.0011549974956634671 }, { "score": 5.807708740234375, "text": "Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone, Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper, Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.", "probability": 0.0010605333913532577 }, { "score": 5.711486339569092, "text": "Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone, Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper, Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.\n\nWestern Copper's Remedies for Breach\n\n3.2 Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone.", "probability": 0.0009632421743596037 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.095321655273438, "probability": 0.7112961369087297 }, { "score": 10.420429229736328, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone.", "probability": 0.13324591756398643 }, { "score": 10.419978141784668, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated", "probability": 0.1331858254903896 }, { "score": 7.749954700469971, "text": "by monetary award alone.", "probability": 0.009223198588436997 }, { "score": 7.194573879241943, "text": "Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone,", "probability": 0.005292766487454445 }, { "score": 6.411510944366455, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 0.002418815940842717 }, { "score": 5.998540878295898, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone", "probability": 0.0016004871853118189 }, { "score": 5.392650604248047, "text": "Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone", "probability": 0.0008732073820432193 }, { "score": 5.359752178192139, "text": "Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone, Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper, Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.", "probability": 0.0008449476329496084 }, { "score": 4.0704545974731445, "text": "Western Copper's Remedies for Breach\n\n3.2 Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone.", "probability": 0.00023275282926100426 }, { "score": 4.070004463195801, "text": "Western Copper's Remedies for Breach\n\n3.2 Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated", "probability": 0.00023264808281115758 }, { "score": 4.048234939575195, "text": "Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone, Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper,", "probability": 0.00022763817439011282 }, { "score": 3.940457820892334, "text": "monetary award alone.", "probability": 0.0002043798547088052 }, { "score": 3.9023597240448, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper", "probability": 0.00019673983048183144 }, { "score": 3.8119986057281494, "text": "\nibr by monetary award alone.", "probability": 0.0001797417467041677 }, { "score": 3.786085605621338, "text": "Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 0.00017514392772163142 }, { "score": 3.741036891937256, "text": "by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 0.00016742899757828423 }, { "score": 3.686480760574341, "text": "ibr by monetary award alone.", "probability": 0.0001585394146031129 }, { "score": 3.510068416595459, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly", "probability": 0.00013289919267219056 }, { "score": 3.328066825866699, "text": "by monetary award alone", "probability": 0.00011078476892304886 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.752678871154785, "probability": 0.9995518161604939 }, { "score": 2.5058329105377197, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 9.637205879165837e-05 }, { "score": 2.453958034515381, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 9.150022552394147e-05 }, { "score": 2.0652945041656494, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 6.203370750036889e-05 }, { "score": 1.8277037143707275, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 4.891514767298993e-05 }, { "score": 1.6964353322982788, "text": "in the Area of Non-Competition.", "probability": 4.289772245097784e-05 }, { "score": 1.3102436065673828, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 2.915501703815347e-05 }, { "score": 1.15817129611969, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.504200709636593e-05 }, { "score": 0.480042040348053, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 1.2710462114161089e-05 }, { "score": 0.42817533016204834, "text": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 1.2068017032435086e-05 }, { "score": -0.3001210689544678, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities,", "probability": 5.825601952229304e-06 }, { "score": -0.5264970660209656, "text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 4.645441129741856e-06 }, { "score": -0.7983120679855347, "text": "If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 3.5398039155361345e-06 }, { "score": -1.0358461141586304, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 2.7913833249367568e-06 }, { "score": -1.0877209901809692, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 2.65027236066052e-06 }, { "score": -1.3740102052688599, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 1.9904747880457595e-06 }, { "score": -1.4258850812911987, "text": "(a) carry on or be engaged in Mining Activities, or", "probability": 1.8898516259743023e-06 }, { "score": -1.7139753103256226, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 1.416810320991312e-06 }, { "score": -1.722031831741333, "text": "NON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 1.405441615899089e-06 }, { "score": -1.7739067077636719, "text": "NON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 1.3343932507814226e-06 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Insurance": [ { "text": "", "score": 12.093402862548828, "probability": 0.9999953604626417 }, { "score": -2.187795877456665, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 6.277000703459104e-07 }, { "score": -2.2302703857421875, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 6.015970981723398e-07 }, { "score": -2.4981496334075928, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 4.602218709911385e-07 }, { "score": -2.745790958404541, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 3.592675503249451e-07 }, { "score": -2.9521749019622803, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone.", "probability": 2.922715783549374e-07 }, { "score": -2.9613521099090576, "text": "in the Area of Non-Competition.", "probability": 2.8960161146307637e-07 }, { "score": -2.983964443206787, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 2.8312652757826815e-07 }, { "score": -3.0136702060699463, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 2.748397302767298e-07 }, { "score": -3.0254170894622803, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 2.7163010844796266e-07 }, { "score": -3.2027015686035156, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 2.2750148509184636e-07 }, { "score": -3.527377128601074, "text": "in the Area of Non-Competition.", "probability": 1.6442938478996496e-07 }, { "score": -3.578833818435669, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 1.5618239397338505e-07 }, { "score": -3.611659288406372, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "probability": 1.5113886446685271e-07 }, { "score": -3.8247628211975098, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated", "probability": 1.2213115565680116e-07 }, { "score": -4.08498477935791, "text": "(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 9.414852189316984e-08 }, { "score": -4.208012104034424, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 8.324984198786083e-08 }, { "score": -4.46952486038208, "text": "(\"Glam is", "probability": 6.409289237974992e-08 }, { "score": -4.542283058166504, "text": "in the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in its absolute discretion.", "probability": 5.959521446779002e-08 }, { "score": -4.590120315551758, "text": "NON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 5.6811457350208096e-08 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.092472076416016, "probability": 0.9981235100277356 }, { "score": 5.067005634307861, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.", "probability": 0.0008872846669049464 }, { "score": 3.8326029777526855, "text": "It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 0.00025820741770279845 }, { "score": 3.3532450199127197, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 0.00015987707659417496 }, { "score": 3.3365330696105957, "text": "Accordingly, Glamis agrees that in the event of any such breach, in addition to any other remedies available to Western Copper at law or otherwise, Western Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this Agreement and to restrain any breach of this Agreement by Glamis.", "probability": 0.00015722742096040037 }, { "score": 2.2900750637054443, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 5.5215035170277944e-05 }, { "score": 2.2464866638183594, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 5.285999912280363e-05 }, { "score": 2.054011821746826, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively", "probability": 4.360500993456975e-05 }, { "score": 2.0357089042663574, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 4.281417044819937e-05 }, { "score": 2.0275657176971436, "text": "in the Area of Non-Competition.", "probability": 4.246694236074811e-05 }, { "score": 1.4203013181686401, "text": "(B) It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement.", "probability": 2.3137658932776025e-05 }, { "score": 1.3449376821517944, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 2.1458008040320837e-05 }, { "score": 1.2253154516220093, "text": "Non-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 1.903873675736418e-05 }, { "score": 1.1955463886260986, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 1.848032434857206e-05 }, { "score": 1.1730844974517822, "text": "Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone, Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper, Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.", "probability": 1.8069848603139923e-05 }, { "score": 1.1288962364196777, "text": "Glamis acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Western Copper that could not adequately be compensated", "probability": 1.7288758025888618e-05 }, { "score": 1.0944305658340454, "text": "Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper, Any remedy expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available to Glamis at law or otherwise.", "probability": 1.6703040932243376e-05 }, { "score": 1.0350273847579956, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 1.573972251461669e-05 }, { "score": 0.9368366003036499, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 1.4267679852073703e-05 }, { "score": 0.8242498636245728, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 1.274845505859523e-05 } ], "WESTERN COPPER - NON-COMPETITION AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.081701278686523, "probability": 0.9960118896305193 }, { "score": 6.216556072235107, "text": "This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, administrators, personal representatives, successors and permitted assigns of each party hereto.", "probability": 0.0028252984031170427 }, { "score": 4.368811130523682, "text": "This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, administrators, personal representatives, successors and permitted assigns of each party hereto.", "probability": 0.0004452448367074195 }, { "score": 3.0513529777526855, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 0.00011924332733510075 }, { "score": 2.8313584327697754, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,\n\nin the Area of Non-Competition.", "probability": 9.569553373735955e-05 }, { "score": 2.5304031372070312, "text": "in the Area of Non-Competition.", "probability": 7.082530360472295e-05 }, { "score": 2.4605889320373535, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.", "probability": 6.604934586108148e-05 }, { "score": 2.4083023071289062, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 6.26845811245532e-05 }, { "score": 2.365161895751953, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 6.003784365263235e-05 }, { "score": 2.2967796325683594, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or", "probability": 5.606954682288456e-05 }, { "score": 1.859951138496399, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 3.622553778145605e-05 }, { "score": 1.6980384588241577, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 3.0810380241021535e-05 }, { "score": 1.6399565935134888, "text": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities,", "probability": 2.9071833622835156e-05 }, { "score": 1.5892295837402344, "text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and all of their respective subsidiaries and other Affiliates, as well as against the parties themselves, as the case may be, and that the names of Glamis and Western Copper will herein be deemed to refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 2.7633886156299844e-05 }, { "score": 1.5208473205566406, "text": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever,", "probability": 2.5807380469950994e-05 }, { "score": 0.5246801376342773, "text": "(\"Western Copper", "probability": 9.530463313709753e-06 }, { "score": 0.3838005065917969, "text": "WESTERN COPPER CORPORATION", "probability": 8.278101890011396e-06 }, { "score": 0.34338128566741943, "text": "by monetary award alone", "probability": 7.950179291933637e-06 }, { "score": 0.1624354124069214, "text": "GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION", "probability": 6.634269790835191e-06 }, { "score": -0.11645996570587158, "text": "(\"Western Copper\")", "probability": 5.019614959580351e-06 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Document Name": [ { "score": 14.134573936462402, "text": "TECHNICAL / QUALITY AGREEMENT", "probability": 0.33605368760813087 }, { "score": 13.500301361083984, "text": "TECHNICAL / QUALITY AGREEMENT 1. Parties This Quality Agreement", "probability": 0.17821636687691003 }, { "score": 13.180502891540527, "text": "Sales, Marketing, Distribution, and Supply Agreement", "probability": 0.12943772621414834 }, { "score": 12.913148880004883, "text": "Quality Agreement", "probability": 0.09907190258872195 }, { "score": 12.544401168823242, "text": "TECHNICAL / QUALITY AGREEMENT 1. Parties This Quality Agreement is entered by and between Scientific Products Pharmaceutical Co. LTD., a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\"SCIEN\") and Hemispherx Biopharma, Inc. 783 Jersey Avenue, New Brunswick, New Jersey 08901(HEMISPHERX). 2. Purpose The purpose of this Quality Agreement", "probability": 0.06851811508539758 }, { "score": 11.957249641418457, "text": "Quality Agreement is entered by and between Scientific Products Pharmaceutical Co. LTD., a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\"SCIEN\") and Hemispherx Biopharma, Inc. 783 Jersey Avenue, New Brunswick, New Jersey 08901(HEMISPHERX). 2. Purpose The purpose of this Quality Agreement", "probability": 0.03808980407364045 }, { "score": 11.861143112182617, "text": "Sales, Marketing, Distribution, and Supply Agreement", "probability": 0.03459953032215095 }, { "score": 11.407382011413574, "text": "QUALITY AGREEMENT", "probability": 0.021978814380723136 }, { "text": "", "score": 10.94195556640625, "probability": 0.013799778781255524 }, { "score": 10.915348052978516, "text": "Sales, Marketing, Distribution, and Supply Agreement", "probability": 0.01343744278828926 }, { "score": 10.894125938415527, "text": "Quality Agreement", "probability": 0.013155276510585807 }, { "score": 10.773109436035156, "text": "QUALITY AGREEMENT 1. Parties This Quality Agreement", "probability": 0.01165582938569631 }, { "score": 10.341256141662598, "text": "TECHNICAL / QUALITY AGREEMENT 1. Parties This Quality Agreement is entered by and between Scientific Products Pharmaceutical Co. LTD., a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\"SCIEN\") and Hemispherx Biopharma, Inc. 783 Jersey Avenue, New Brunswick, New Jersey 08901(HEMISPHERX). 2. Purpose The purpose of this Quality Agreement is to clearly define the quality operating procedures, duties and responsibilities to be employed by SCIEN and HEMISPHERX in the conduct of activities by SCIEN for Hemispherx Biopharma, Inc.", "probability": 0.007568183943971126 }, { "score": 10.322212219238281, "text": "Quality Agreement", "probability": 0.007425419745882439 }, { "score": 10.052596092224121, "text": "COMMERCIAL DEVELOPMENT", "probability": 0.005670589539237279 }, { "score": 10.02733039855957, "text": "Quality Agreement", "probability": 0.005529112939207799 }, { "score": 9.817209243774414, "text": "QUALITY AGREEMENT 1. Parties This Quality Agreement is entered by and between Scientific Products Pharmaceutical Co. LTD., a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\"SCIEN\") and Hemispherx Biopharma, Inc. 783 Jersey Avenue, New Brunswick, New Jersey 08901(HEMISPHERX). 2. Purpose The purpose of this Quality Agreement", "probability": 0.004481268882652614 }, { "score": 9.781886100769043, "text": "Quality Agreement is to clearly define the quality operating procedures, duties and responsibilities to be employed by SCIEN and HEMISPHERX in the conduct of activities by SCIEN for Hemispherx Biopharma, Inc. The objective of these procedures and this Quality Agreement is assurance that services are conducted in a timely, consistent and uniform manner and in accordance with current laws, directives, regulations and guidelines, as may be applicable to the specific project(s). These requirements may include those defined by the U.S. FDA's regulations At 21CFR314.80 (Post-marketing reporting of adverse drug experiences for drugs), 21CFR312.32 (IND safety reporting) 21CFR600.80 (Post marketing reporting of adverse experiences for biologics) 21CFR Parts 210 and 211 (\"current Good Manufacturing Practices\" or \"cGMPs\") with particular interest in 21CFR211.1.42 (Warehousing), 21CFR211.150 (Distribution), 21CFR211.204 (Returned drug) and 21CFR211.208 (Drug product salvaging), ICH Guidance for Industry: E6 Good Clinical Practice Consolidated Guidance and/or others that may be appropriate for the particular project. 3. Scope This Quality Agreement", "probability": 0.0043257394464764525 }, { "score": 9.754104614257812, "text": "Quality Agreement is entered by and between Scientific Products Pharmaceutical Co. LTD., a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\"SCIEN\") and Hemispherx Biopharma, Inc. 783 Jersey Avenue, New Brunswick, New Jersey 08901(HEMISPHERX). 2. Purpose The purpose of this Quality Agreement is to clearly define the quality operating procedures, duties and responsibilities to be employed by SCIEN and HEMISPHERX in the conduct of activities by SCIEN for Hemispherx Biopharma, Inc.", "probability": 0.004207217949002908 }, { "score": 9.339103698730469, "text": "Sales, Marketing, Distribution, and Supply Agreement {***}", "probability": 0.0027781929379188572 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Parties": [ { "score": 12.022555351257324, "text": "Scientific Products Pharmaceutical Co. LTD", "probability": 0.09086566327767431 }, { "score": 11.954336166381836, "text": "Hemispherx Biopharma, Inc. 783 Jersey Avenue, New Brunswick, New Jersey 08901(HEMISPHERX", "probability": 0.08487359255899239 }, { "score": 11.943313598632812, "text": "Hemispherx Biopharma, Inc.", "probability": 0.08394320468651205 }, { "text": "", "score": 11.731471061706543, "probability": 0.06791778289288869 }, { "score": 11.689958572387695, "text": "Scientific Products Pharmaceutical Co. LTD.,", "probability": 0.06515606611619296 }, { "score": 11.614763259887695, "text": "Scientific Products Pharmaceutical Co. LTD., a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\"SCIEN\") and Hemispherx Biopharma, Inc. 783 Jersey Avenue, New Brunswick, New Jersey 08901(HEMISPHERX", "probability": 0.06043631081432842 }, { "score": 11.603741645812988, "text": "Scientific Products Pharmaceutical Co. LTD., a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\"SCIEN\") and Hemispherx Biopharma, Inc.", "probability": 0.05977386245148362 }, { "score": 11.556655883789062, "text": "Scientific Products Pharmaceutical Co. LTD., a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\"SCIEN", "probability": 0.05702459811559535 }, { "score": 11.545416831970215, "text": "SCIEN\") and Hemispherx Biopharma, Inc. 783 Jersey Avenue, New Brunswick, New Jersey 08901(HEMISPHERX", "probability": 0.056387283815232364 }, { "score": 11.534395217895508, "text": "SCIEN\") and Hemispherx Biopharma, Inc.", "probability": 0.05576921723662496 }, { "score": 11.487309455871582, "text": "SCIEN", "probability": 0.053204144248184454 }, { "score": 11.30517578125, "text": "Scientific Products Pharmaceutical Co. LTD is a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\" SCIEN\"), each a \"Party\" together, \"Parties\",", "probability": 0.044345117747907746 }, { "score": 11.137914657592773, "text": "Scientific Products Pharmaceutical Co. LTD is a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\" SCIEN", "probability": 0.037515024063594075 }, { "score": 11.038045883178711, "text": "SCIEN\"), each a \"Party\" together, \"Parties\",", "probability": 0.033949452255729255 }, { "score": 11.003456115722656, "text": "Scientific Products Pharmaceutical Co. LTD is a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\" SCIEN\"), each a \"Party\" together, \"Parties\", and", "probability": 0.03279522588686555 }, { "score": 10.899357795715332, "text": "HEMISPHERX", "probability": 0.029552981411690736 }, { "score": 10.870784759521484, "text": "SCIEN", "probability": 0.028720512719342412 }, { "score": 10.736326217651367, "text": "SCIEN\"), each a \"Party\" together, \"Parties\", and", "probability": 0.02510715975073781 }, { "score": 10.46170425415039, "text": "Hemispherx", "probability": 0.019077909423047903 }, { "score": 10.12213134765625, "text": "Scientific Products Pharmaceutical Co. LTD., a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\"SCIEN\") and Hemispherx", "probability": 0.013584890527374846 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Agreement Date": [ { "score": 13.25194263458252, "text": "3-29-2016", "probability": 0.549201314197134 }, { "score": 12.792391777038574, "text": "3-29-2016", "probability": 0.34685756122014116 }, { "text": "", "score": 10.998099327087402, "probability": 0.057663348247092606 }, { "score": 10.020905494689941, "text": "January ___, 2016", "probability": 0.021702510105652308 }, { "score": 9.44320011138916, "text": "3-29-2016 3-31-16", "probability": 0.012179114318995031 }, { "score": 9.206567764282227, "text": "3-29-2016 3-31-16", "probability": 0.009612748598698723 }, { "score": 6.029754638671875, "text": "3-29", "probability": 0.0004010284409654619 }, { "score": 5.915553092956543, "text": "3-31-16", "probability": 0.00035774870700100523 }, { "score": 5.867989540100098, "text": "3-29", "probability": 0.00034113123319259853 }, { "score": 5.5696587562561035, "text": "Date: Date: 3-29-2016", "probability": 0.00025313842347742487 }, { "score": 5.357884883880615, "text": "3-31-16", "probability": 0.00020482635985269606 }, { "score": 5.334681987762451, "text": "Date: Date: 3-29-2016", "probability": 0.00020012850775492016 }, { "score": 5.212120056152344, "text": "29-2016", "probability": 0.0001770439076045128 }, { "score": 5.149021148681641, "text": "Date: 3-29-2016", "probability": 0.00016621778060835822 }, { "score": 5.053459167480469, "text": "3", "probability": 0.00015106902909819031 }, { "score": 4.782182693481445, "text": "3", "probability": 0.00011517588614603739 }, { "score": 4.729017734527588, "text": "-29-2016", "probability": 0.00010921249127653238 }, { "score": 4.685266494750977, "text": "3-29-2016 3-31", "probability": 0.00010453732722723885 }, { "score": 4.667980194091797, "text": "3-29-2016 3-31", "probability": 0.00010274579267256385 }, { "score": 4.634868621826172, "text": "3-29-2016 3-31-", "probability": 9.939942540844765e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Effective Date": [ { "score": 15.20659065246582, "text": "The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties.", "probability": 0.4832525192120968 }, { "score": 14.292747497558594, "text": "This Agreement shall become effective when it shall have been executed by all parties and upon receipt of all counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.", "probability": 0.1937747062493005 }, { "score": 14.162322044372559, "text": "This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page to the Agreement (the \"Effective Date\") to which this Quality Agreement is Exhibit 2 and remain in effect until HEMISPHERX and SCIEN terminate the Agreement or it is superseded by a revised Quality Agreement executed by both parties.", "probability": 0.17008030758140572 }, { "score": 13.423894882202148, "text": "This Agreement shall become effective when it shall have been executed by all parties and upon receipt of all counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.", "probability": 0.08127541407141348 }, { "text": "", "score": 11.625816345214844, "probability": 0.013460574749816228 }, { "score": 11.546931266784668, "text": "The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties", "probability": 0.01243953796389719 }, { "score": 11.333321571350098, "text": "This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page to the Agreement (the \"Effective Date\") to which this Quality Agreement is Exhibit 2 and remain in effect until HEMISPHERX and SCIEN terminate the Agreement or it is superseded by a revised Quality Agreement executed by both parties", "probability": 0.010046961495355347 }, { "score": 11.30178451538086, "text": "This Agreement shall become effective when it shall have been executed by all parties and upon receipt of all counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto", "probability": 0.009735054080289837 }, { "score": 11.179878234863281, "text": "January ___, 2016 (\"Agreement\") to which this Quality Agreement is an integral Exhibit. In the event of a conflict between the terms of the Agreement and this Quality Agreement, the terms of the Agreement shall control. Unless otherwise stated in these documents, SCIEN shall follow its Standard Operating Procedures (\"SOPs\") with respect to the activities it shall carry out in accordance with the Agreement. Copies of all relevant SOPs shall be provided to HEMISPHERX for review during audits. 4. Confidentiality The information and procedures contained in this Quality Agreement are confidential and subject to the terms and conditions of the confidentiality provisions as set forth in the Confidential Disclosure Agreement September 22, 2014 (\"CDA\") executed by HEMISPHERX and SCIEN. 5. Terms This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page to the Agreement (the \"Effective Date\") to which this Quality Agreement is Exhibit 2 and remain in effect until HEMISPHERX and SCIEN terminate the Agreement or it is superseded by a revised Quality Agreement executed by both parties.", "probability": 0.008617774852006904 }, { "score": 11.098003387451172, "text": "3-29-2016", "probability": 0.00794030800542546 }, { "score": 10.776412010192871, "text": "This Agreement shall become effective when it shall have been executed by all parties and upon receipt of all counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto", "probability": 0.005756678671477504 }, { "score": 9.21781063079834, "text": "This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page to the Agreement (the \"Effective Date\") to which this Quality Agreement is Exhibit 2", "probability": 0.0012113789144393293 }, { "score": 8.438522338867188, "text": "H. The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties.", "probability": 0.0005556987309128183 }, { "score": 8.350876808166504, "text": "January ___, 2016 (\"Agreement\") to which this Quality Agreement is an integral Exhibit. In the event of a conflict between the terms of the Agreement and this Quality Agreement, the terms of the Agreement shall control. Unless otherwise stated in these documents, SCIEN shall follow its Standard Operating Procedures (\"SOPs\") with respect to the activities it shall carry out in accordance with the Agreement. Copies of all relevant SOPs shall be provided to HEMISPHERX for review during audits. 4. Confidentiality The information and procedures contained in this Quality Agreement are confidential and subject to the terms and conditions of the confidentiality provisions as set forth in the Confidential Disclosure Agreement September 22, 2014 (\"CDA\") executed by HEMISPHERX and SCIEN. 5. Terms This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page to the Agreement (the \"Effective Date\") to which this Quality Agreement is Exhibit 2 and remain in effect until HEMISPHERX and SCIEN terminate the Agreement or it is superseded by a revised Quality Agreement executed by both parties", "probability": 0.0005090675738629678 }, { "score": 8.284516334533691, "text": "3-29-2016 3-31-16", "probability": 0.0004763821137574639 }, { "score": 8.240102767944336, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.00045568725303139437 }, { "score": 6.927882194519043, "text": "January ___, 2016", "probability": 0.00012268083581259948 }, { "score": 6.741850852966309, "text": "This Agreement between HEMISPHERX and SCIEN shall be in effect", "probability": 0.0001018554662270227 }, { "score": 6.683263301849365, "text": ".", "probability": 9.605944893087599e-05 }, { "score": 6.633024215698242, "text": "The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement,", "probability": 9.135273054046433e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Expiration Date": [ { "score": 15.053508758544922, "text": "The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties.", "probability": 0.4227917791106263 }, { "score": 14.753374099731445, "text": "The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties.", "probability": 0.31316967962263753 }, { "score": 13.693689346313477, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.10853366459877221 }, { "score": 13.401397705078125, "text": "This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page to the Agreement (the \"Effective Date\") to which this Quality Agreement is Exhibit 2 and remain in effect until HEMISPHERX and SCIEN terminate the Agreement or it is superseded by a revised Quality Agreement executed by both parties.", "probability": 0.08102589187889765 }, { "score": 11.862491607666016, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.01738943188914355 }, { "text": "", "score": 11.842546463012695, "probability": 0.01704603310770611 }, { "score": 11.702455520629883, "text": "The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties", "probability": 0.014817761639236454 }, { "score": 11.43710708618164, "text": "The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties", "probability": 0.011364314486367169 }, { "score": 10.585774421691895, "text": "This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page to the Agreement (the \"Effective Date\") to which this Quality Agreement is Exhibit 2 and remain in effect until HEMISPHERX and SCIEN terminate the Agreement or it is superseded by a revised Quality Agreement executed by both parties", "probability": 0.004850808892657337 }, { "score": 10.359397888183594, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.0038681213098655746 }, { "score": 9.343857765197754, "text": "H. The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties.", "probability": 0.001401059612676432 }, { "score": 9.226509094238281, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.0012459273917337136 }, { "score": 8.957160949707031, "text": "A. The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.0009517356141873256 }, { "score": 7.928158760070801, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement", "probability": 0.0003401154403401711 }, { "score": 7.780424118041992, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties", "probability": 0.00029340398517873945 }, { "score": 7.5324482917785645, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN", "probability": 0.0002289662521345935 }, { "score": 7.337482929229736, "text": "SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose. H. The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties.", "probability": 0.00018840789363773242 }, { "score": 7.252914905548096, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include:", "probability": 0.0001731297365796815 }, { "score": 7.196751594543457, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties", "probability": 0.0001636742095401365 }, { "score": 7.149327754974365, "text": "Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose. H. The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties.", "probability": 0.0001560933280816155 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Renewal Term": [ { "score": 15.391139030456543, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.7307411917772825 }, { "score": 14.230884552001953, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.2290189776121877 }, { "text": "", "score": 11.525110244750977, "probability": 0.01530271960462312 }, { "score": 11.37000560760498, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties", "probability": 0.013104110077755419 }, { "score": 9.920454025268555, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.0030752135470924016 }, { "score": 9.80509090423584, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties", "probability": 0.0027401460558207948 }, { "score": 9.47838020324707, "text": "A. The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.001976446475681718 }, { "score": 9.278741836547852, "text": "A. The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.0016187628041522198 }, { "score": 8.875866889953613, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.001081974064031722 }, { "score": 8.134553909301758, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include:", "probability": 0.0005155475336701228 }, { "score": 6.94981575012207, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment", "probability": 0.00015766796727507713 }, { "score": 6.8351287841796875, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.00014058388866550702 }, { "score": 6.831311225891113, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include:", "probability": 0.0001400482245910584 }, { "score": 6.6082587242126465, "text": ".", "probability": 0.00011204878120913114 }, { "score": 5.943802833557129, "text": "The", "probability": 5.765508412468796e-05 }, { "score": 5.8369927406311035, "text": "3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 5.181441225359232e-05 }, { "score": 5.743434429168701, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN", "probability": 4.7186603489861015e-05 }, { "score": 5.675070285797119, "text": "Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 4.4068528338341154e-05 }, { "score": 5.537227630615234, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 3.839407801667017e-05 }, { "score": 5.457246780395508, "text": "A. The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties", "probability": 3.54428797384926e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Notice Period To Terminate Renewal": [ { "score": 12.548516273498535, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.476238339281751 }, { "text": "", "score": 11.87841796875, "probability": 0.24367128805915506 }, { "score": 11.224142074584961, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.12666480198587513 }, { "score": 11.038299560546875, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.10518300404475926 }, { "score": 8.76461410522461, "text": "HEMISPHERX will have the option at any time to buy out this Agreement.", "probability": 0.010826710480046124 }, { "score": 8.729219436645508, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment", "probability": 0.010450205098201439 }, { "score": 8.536333084106445, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include:", "probability": 0.008616984972341453 }, { "score": 7.730257987976074, "text": "HEMISPHERX will have the option at any time to buy out this Agreement.", "probability": 0.0038484103085918925 }, { "score": 7.72799015045166, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.0038396926281624435 }, { "score": 7.372725963592529, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties", "probability": 0.002691579327125445 }, { "score": 7.280896186828613, "text": "D. In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.0024554212988676066 }, { "score": 7.04110860824585, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment", "probability": 0.0019319131404891283 }, { "score": 6.889010429382324, "text": "In the event of termination of this license for any reason, SCIEN shall within 6months (as described in the Termination clause), cease all use of the \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.0016593278281720886 }, { "score": 5.84957218170166, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.0005868267484850767 }, { "score": 5.480417728424072, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.00040568426133147216 }, { "score": 4.947028636932373, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement", "probability": 0.0002379798685356869 }, { "score": 4.849289894104004, "text": "Termination for breach will include:", "probability": 0.0002158205642287646 }, { "score": 4.78336763381958, "text": "Subject", "probability": 0.00020205199817771707 }, { "score": 4.423089027404785, "text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D.", "probability": 0.00014092762695303208 }, { "score": 4.365420818328857, "text": "A. The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "probability": 0.00013303047875056105 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Governing Law": [ { "score": 15.702618598937988, "text": "This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "probability": 0.9535429847710226 }, { "text": "", "score": 12.246435165405273, "probability": 0.030084228716490087 }, { "score": 10.484397888183594, "text": "B. This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "probability": 0.005165303151721437 }, { "score": 10.24079418182373, "text": "This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and", "probability": 0.004048555245420164 }, { "score": 10.085837364196777, "text": "disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "probability": 0.003467393886122207 }, { "score": 9.794721603393555, "text": "This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England", "probability": 0.002591631265058195 }, { "score": 8.388192176818848, "text": "This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA", "probability": 0.0006349291144833929 }, { "score": 6.310886383056641, "text": "This", "probability": 7.95358265172347e-05 }, { "score": 6.2396063804626465, "text": ".", "probability": 7.40638504857904e-05 }, { "score": 6.145048141479492, "text": "This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties", "probability": 6.738142096545348e-05 }, { "score": 5.408719062805176, "text": "Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "probability": 3.226684549866404e-05 }, { "score": 5.28286075592041, "text": "This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware,", "probability": 2.8450961070203692e-05 }, { "score": 5.251837730407715, "text": "the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "probability": 2.7581876693935796e-05 }, { "score": 5.218733787536621, "text": "transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "probability": 2.6683755516900694e-05 }, { "score": 5.184131622314453, "text": "This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England. ", "probability": 2.5776231494978225e-05 }, { "score": 5.115072727203369, "text": "and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "probability": 2.4056227730208837e-05 }, { "score": 5.041833400726318, "text": "and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "probability": 2.235733792203699e-05 }, { "score": 5.022572994232178, "text": "B. This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and", "probability": 2.1930846885193424e-05 }, { "score": 4.91237735748291, "text": "if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "probability": 1.9642558073587423e-05 }, { "score": 4.659003257751465, "text": "This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with", "probability": 1.5246110828047532e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Most Favored Nation": [ { "text": "", "score": 12.073328971862793, "probability": 0.5875859516972297 }, { "score": 11.543825149536133, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.34602765989374684 }, { "score": 8.757731437683105, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.021336623340755978 }, { "score": 8.756895065307617, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.021318785439011525 }, { "score": 8.435514450073242, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.015459257491498034 }, { "score": 6.129528999328613, "text": "HEMISPHERX will have the option at any time to buy out this Agreement. If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.0015406779757567387 }, { "score": 6.128692150115967, "text": "HEMISPHERX will have the option at any time to buy out this Agreement. If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.0015393891999365126 }, { "score": 5.5515642166137695, "text": "\"Transfer Price\" means a discounted price of ${***}/ Product Unit.", "probability": 0.0008643804951888124 }, { "score": 5.4926838874816895, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months", "probability": 0.000814954864462506 }, { "score": 5.408172130584717, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months", "probability": 0.0007489116159240414 }, { "score": 5.305047512054443, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.0006755291807794148 }, { "score": 5.134387016296387, "text": "Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.000569543896819452 }, { "score": 4.3229265213012695, "text": "\"Transfer Price\" means a discounted price of ${***}/ Product Unit. II. LICENSE CONDITION PRECEDENT: THE GRANTING OF ANY AND ALL LICENSES OR PRIVILEGES HEREIN IS SUBJECT THE THE SUCCESSFUL COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS.", "probability": 0.00025299642659548524 }, { "score": 4.297085762023926, "text": "If", "probability": 0.000246542552466127 }, { "score": 4.254613876342773, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months", "probability": 0.00023629067468671983 }, { "score": 4.154910087585449, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.000213867984709446 }, { "score": 3.93239688873291, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months", "probability": 0.000171202271534891 }, { "score": 3.8035459518432617, "text": "Any price increase will need to be justified by HEMISPHERX. Both parties shall, in good faith, attempt to agree upon a reasonable price increase. In the event agreement cannot be reached the Agreement shall terminate. D. All payments hereunder will be made by SCIEN in United States Dollars by wire transfer of immediately available funds to an account designated by HEMISPHERX. The following is wire transfer information: Domestic (U.S.): {***}\n\nInternational: {***} VI. TERM/TERMINATION A. The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.00015050477255894453 }, { "score": 3.79229998588562, "text": "HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.0001488216827342922 }, { "score": 3.3756256103515625, "text": "Product sales for the preceding 12 months.", "probability": 9.810854360457757e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Compete": [ { "text": "", "score": 11.969259262084961, "probability": 0.7303132931548837 }, { "score": 10.419958114624023, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.1551158819887588 }, { "score": 9.711121559143066, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.07635060134830442 }, { "score": 7.514474868774414, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory", "probability": 0.008488304013001676 }, { "score": 7.276417255401611, "text": "knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.006690118614468671 }, { "score": 7.183442115783691, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0060961441483030065 }, { "score": 6.602606773376465, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\"). III. COMMERCIAL DEVELOPMENT A. HEMISPHERX has or will provide SCIEN: 1. As an Integral Part of this Agreement and in order for HEMISPHERX to ship Product to SCIEN, the letter with attachments (Exhibit 1) must be signed by an officer of SCIEN.", "probability": 0.003410371133145537 }, { "score": 6.430460453033447, "text": "knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.002871041344393786 }, { "score": 6.235559463500977, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or", "probability": 0.002362626236027062 }, { "score": 6.228608131408691, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0023462597866664024 }, { "score": 6.10746955871582, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or", "probability": 0.002078577794933428 }, { "score": 5.976756572723389, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory", "probability": 0.0018238887936860857 }, { "score": 5.071486473083496, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0007376401475685572 }, { "score": 4.277958869934082, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory", "probability": 0.0003335952719633641 }, { "score": 3.957042932510376, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\"). III. COMMERCIAL DEVELOPMENT A. HEMISPHERX has or will provide SCIEN:", "probability": 0.0002420181105133949 }, { "score": 3.6760687828063965, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.0001827352548363697 }, { "score": 3.4709439277648926, "text": "Termination for breach will include:", "probability": 0.00014884619960756112 }, { "score": 3.459066152572632, "text": "knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\"). III. COMMERCIAL DEVELOPMENT A. HEMISPHERX has or will provide SCIEN: 1. As an Integral Part of this Agreement and in order for HEMISPHERX to ship Product to SCIEN, the letter with attachments (Exhibit 1) must be signed by an officer of SCIEN.", "probability": 0.00014708869618821677 }, { "score": 3.366090774536133, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\"). III. COMMERCIAL DEVELOPMENT A. HEMISPHERX has or will provide SCIEN: 1. As an Integral Part of this Agreement and in order for HEMISPHERX to ship Product to SCIEN, the letter with attachments (Exhibit 1) must be signed by an officer of SCIEN.", "probability": 0.00013402956396414204 }, { "score": 3.311732292175293, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.0001269383987858103 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Exclusivity": [ { "score": 15.020249366760254, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.6857133462851317 }, { "score": 13.758415222167969, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.19414892772589176 }, { "score": 12.208329200744629, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "probability": 0.041204171936484464 }, { "text": "", "score": 12.166631698608398, "probability": 0.03952138863102269 }, { "score": 11.327058792114258, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.017069087912586444 }, { "score": 10.311904907226562, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.006184927094499356 }, { "score": 9.884130477905273, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment", "probability": 0.004032315549469215 }, { "score": 9.54960823059082, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0028858472807239658 }, { "score": 9.387269973754883, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment", "probability": 0.002453413413306843 }, { "score": 9.255233764648438, "text": "A. Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.0021499489028203107 }, { "score": 8.56612777709961, "text": "A. Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.001079327420319978 }, { "score": 8.562438011169434, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment. B. The price that SCIEN will pay for Product under this Agreement is the Transfer Price, CIF. Taxes, duties, and other expenses to be paid by SCIEN. C. SCIEN shall pay HEMISPHERX for each order of Product within 75 days after receipt of the goods except for the for first purchase order which will be for 50 vials of Interferon alfa-n3 (human leukocyte derived) (\"First Order\") and paid once the MOH approves the use for Interferon alfa-n3 (human leukocyte derived) on 5 MERS patients.", "probability": 0.0010753522929316838 }, { "score": 8.28291130065918, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.0008131185287323631 }, { "score": 7.705486297607422, "text": "HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.00045643754942664163 }, { "score": 7.382726192474365, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0003305281344293698 }, { "score": 7.304966926574707, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.00030580037403659646 }, { "score": 6.712628364562988, "text": "SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.00016911753636265317 }, { "score": 6.710674285888672, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.00016878739006236955 }, { "score": 6.367325782775879, "text": "SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.00011973624589127514 }, { "score": 6.3562703132629395, "text": "Subject", "probability": 0.00011841979587015704 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.11612319946289, "probability": 0.7519406128034618 }, { "score": 10.643665313720703, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.17246588740703245 }, { "score": 9.344339370727539, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.04703413053484291 }, { "score": 7.756357192993164, "text": "knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.009610837250478801 }, { "score": 7.289607524871826, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory", "probability": 0.006026350923458892 }, { "score": 6.8611249923706055, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.003926149369666719 }, { "score": 6.5761871337890625, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0029527037700760907 }, { "score": 5.921322822570801, "text": "knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0015339666644841757 }, { "score": 5.528651237487793, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or", "probability": 0.0010358117165312104 }, { "score": 5.220867156982422, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or", "probability": 0.0007613982800365065 }, { "score": 5.037432670593262, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory", "probability": 0.0006337928072672213 }, { "score": 4.792111396789551, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\"). III. COMMERCIAL DEVELOPMENT A. HEMISPHERX has or will provide SCIEN: 1. As an Integral Part of this Agreement and in order for HEMISPHERX to ship Product to SCIEN, the letter with attachments (Exhibit 1) must be signed by an officer of SCIEN. A protocol is also provided (Exhibit 2). 2. All the appropriate information about Products that will assist with the education of physicians about the Product in the Territory. 3. Ongoing scientific and medical support.", "probability": 0.000495913157050792 }, { "score": 4.377255439758301, "text": "Termination for breach will include:", "probability": 0.0003275186066870657 }, { "score": 4.325940132141113, "text": "SCIEN shall not use HEMISPHERX Intellectual Property", "probability": 0.0003111358271729146 }, { "score": 3.9216880798339844, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.00020767565420295615 }, { "score": 3.759387731552124, "text": "or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0001765628951872467 }, { "score": 3.5935404300689697, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six", "probability": 0.0001495797743318507 }, { "score": 3.59299635887146, "text": "have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.00014949841441970612 }, { "score": 3.5070672035217285, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory", "probability": 0.0001371886013823033 }, { "score": 3.4002137184143066, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell", "probability": 0.00012328554222841196 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.929694175720215, "probability": 0.20030745278566556 }, { "score": 11.906837463378906, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.1957810098204028 }, { "score": 11.73875617980957, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.16549077518249825 }, { "score": 11.709939956665039, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.16079001049705094 }, { "score": 11.673110961914062, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.1549759953613747 }, { "score": 10.666172981262207, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "probability": 0.05661830006403282 }, { "score": 9.053454399108887, "text": "The only exception to this would be where the original result was invalidated within the three (3) days.", "probability": 0.011286571694817178 }, { "score": 8.838516235351562, "text": "SCIEN shall have the right to return and demand replacement of any Product which violates this warranty.", "probability": 0.009103650707552336 }, { "score": 8.642590522766113, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.007483868198414248 }, { "score": 8.520623207092285, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment", "probability": 0.006624550241337547 }, { "score": 8.35863208770752, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.0056338405185281755 }, { "score": 8.230048179626465, "text": "knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.004954060057383052 }, { "score": 8.19405460357666, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment. B. The price that SCIEN will pay for Product under this Agreement is the Transfer Price, CIF. Taxes, duties, and other expenses to be paid by SCIEN. C. SCIEN shall pay HEMISPHERX for each order of Product within 75 days after receipt of the goods except for the for first purchase order which will be for 50 vials of Interferon alfa-n3 (human leukocyte derived) (\"First Order\") and paid once the MOH approves the use for Interferon alfa-n3 (human leukocyte derived) on 5 MERS patients.", "probability": 0.004778916647110928 }, { "score": 8.086196899414062, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.004290297911588467 }, { "score": 7.478959560394287, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.002337586144514309 }, { "score": 7.418912410736084, "text": "H. SCIEN shall have the right to return and demand replacement of any Product which violates this warranty.", "probability": 0.0022013519296635114 }, { "score": 7.358043193817139, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory", "probability": 0.0020713539346890603 }, { "score": 7.329226493835449, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory", "probability": 0.0020125161763395153 }, { "score": 7.2419586181640625, "text": "THE GRANTING OF ANY AND ALL LICENSES OR PRIVILEGES HEREIN IS SUBJECT THE THE SUCCESSFUL COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS. A. Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0018443333652250033 }, { "score": 6.975951194763184, "text": "The only exception to this would be where the original result was invalidated within the three (3) days.", "probability": 0.0014135587618117668 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.188821792602539, "probability": 0.9995732795440535 }, { "score": 4.010469436645508, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.00028054422866422425 }, { "score": 2.7013704776763916, "text": "Termination for breach will include:", "probability": 7.576469594982906e-05 }, { "score": 1.1195815801620483, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 1.5577748752237512e-05 }, { "score": 0.8815604448318481, "text": "B. Termination for breach will include:", "probability": 1.2278163981903861e-05 }, { "score": 0.569090723991394, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 8.983168662609795e-06 }, { "score": 0.1486368179321289, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 5.899683891513937e-06 }, { "score": -0.18699824810028076, "text": "knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 4.2175892866703406e-06 }, { "score": -0.4113945960998535, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\"). III. COMMERCIAL DEVELOPMENT A. HEMISPHERX has or will provide SCIEN:", "probability": 3.369847050529818e-06 }, { "score": -0.5650550127029419, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 2.8898567722807363e-06 }, { "score": -0.6702699661254883, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 2.6012497112183725e-06 }, { "score": -0.674933910369873, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or", "probability": 2.589145875347941e-06 }, { "score": -0.8395910263061523, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\").", "probability": 2.1960733561484505e-06 }, { "score": -1.0781002044677734, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment. E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 1.7300697910907405e-06 }, { "score": -1.169890284538269, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 1.5783368551142628e-06 }, { "score": -1.1978497505187988, "text": "SC", "probability": 1.534818607913269e-06 }, { "score": -1.28253173828125, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory", "probability": 1.410198134660104e-06 }, { "score": -1.3710260391235352, "text": "SCIEN", "probability": 1.2907660956670845e-06 }, { "score": -1.4646682739257812, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D.", "probability": 1.1753825627324299e-06 }, { "score": -1.5406055450439453, "text": "Subject as herein provided HEMISPHERX warrants to SCIEN that:", "probability": 1.0894319447520816e-06 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Disparagement": [ { "text": "", "score": 11.752330780029297, "probability": 0.8524942309420236 }, { "score": 9.901975631713867, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.13399618020287454 }, { "score": 6.902871608734131, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.006677256974233833 }, { "score": 5.245276927947998, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX", "probability": 0.0012726643163011601 }, { "score": 5.070484161376953, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX. I. SCIEN agrees to assist HEMISPHERX to the extent necessary in the procurement of any protection or to protect any of HEMISPHERX's right to Interferon alfa-n3 (human leukocyte derived) and HEMISPHERX, if it so desires, may commence or prosecute any claims or suits in its own name or in the name of SCIEN or join SCIEN as a party thereto.", "probability": 0.0010685684155546593 }, { "score": 5.014947891235352, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter,", "probability": 0.0010108419051852342 }, { "score": 4.985463619232178, "text": "SCIEN shall not institute any suit or take any action on account of any such infringements or imitation without first obtaining the written consent of the HEMISPHERX so to do.", "probability": 0.0009814730546416918 }, { "score": 4.756274223327637, "text": "2. SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.0007804456980055301 }, { "score": 3.8730316162109375, "text": "B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.00032266755673313394 }, { "score": 3.645214796066284, "text": "Termination for breach will include:", "probability": 0.00025693052996402275 }, { "score": 3.126918077468872, "text": "SCIEN", "probability": 0.00015301087821861404 }, { "score": 3.0723559856414795, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory", "probability": 0.00014488595656381636 }, { "score": 2.9595229625701904, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter", "probability": 0.0001294265971980164 }, { "score": 2.864445209503174, "text": "SC", "probability": 0.00011768789354177176 }, { "score": 2.862450122833252, "text": "attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.00011745333005919818 }, { "score": 2.84430193901062, "text": "knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.00011534099096949736 }, { "score": 2.761749744415283, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived)", "probability": 0.00010620176043587759 }, { "score": 2.70068621635437, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or", "probability": 9.991073698619799e-05 }, { "score": 2.57597279548645, "text": "However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns.", "probability": 8.819618749080318e-05 }, { "score": 2.2955050468444824, "text": "SCIEN agrees that it will not", "probability": 6.66260730191e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Termination For Convenience": [ { "text": "", "score": 11.744607925415039, "probability": 0.9552630808900692 }, { "score": 7.866760730743408, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.01976948495988379 }, { "score": 6.806711673736572, "text": "In the event of termination of this license for any reason, SCIEN shall within 6months (as described in the Termination clause), cease all use of the \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.006848916935978072 }, { "score": 6.7958984375, "text": "HEMISPHERX may perform audits for initial qualification of SCIEN as well as periodic audits and \"for cause\" audits.", "probability": 0.00677525694833817 }, { "score": 5.643565654754639, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.002140296796253303 }, { "score": 5.334366798400879, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years, 3. Insolvency, or the filing for protection under either Party's bankruptcy laws. Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either Party, or either Party becoming subject to a composition for creditors , whether by law or agreement, or either party going into receivership or otherwise becoming insolvent (such party hereinafter referred to as the \"insolvent party\"), this Agreement may be terminated by the other Party by giving written notice of termination to the insolvent Party, such termination immediately effective upon the giving of such notice of termination.", "probability": 0.0015710523051602377 }, { "score": 5.289844512939453, "text": "by the other Party by giving written notice of termination to the insolvent Party, such termination immediately effective upon the giving of such notice of termination.", "probability": 0.001502639708964194 }, { "score": 5.147190093994141, "text": "HEMISPHERX and/or SCIEN shall have the right to cancel, without further obligation to the other party, one or more orders for Product(s) if HEMISPHERX's or SCIEN's business is interrupted because of an event of force majeure beyond the control of HEMISPHERX or SCIEN.", "probability": 0.001302869250969075 }, { "score": 5.120279312133789, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.0012682755798074253 }, { "score": 4.816277503967285, "text": "D. In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.0009358092261144062 }, { "score": 3.930058240890503, "text": "Termination for breach will include:", "probability": 0.00038575111216897646 }, { "score": 3.6524806022644043, "text": "by giving written notice of termination to the insolvent Party, such termination immediately effective upon the giving of such notice of termination.", "probability": 0.00029225150082302215 }, { "score": 3.630774974822998, "text": "such termination immediately effective upon the giving of such notice of termination.", "probability": 0.00028597634805900394 }, { "score": 3.5733840465545654, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment. E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.00027002598093043764 }, { "score": 3.5507428646087646, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment. E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.", "probability": 0.00026398096495179016 }, { "score": 3.5097174644470215, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN", "probability": 0.00025337018418706403 }, { "score": 3.500796318054199, "text": "B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years, 3. Insolvency, or the filing for protection under either Party's bankruptcy laws. Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either Party, or either Party becoming subject to a composition for creditors , whether by law or agreement, or either party going into receivership or otherwise becoming insolvent (such party hereinafter referred to as the \"insolvent party\"), this Agreement may be terminated by the other Party by giving written notice of termination to the insolvent Party, such termination immediately effective upon the giving of such notice of termination.", "probability": 0.00025111988423451157 }, { "score": 3.443570375442505, "text": "HEMISPHERX and/or SCIEN shall have the right to cancel, without further obligation to the other party, one or more orders for Product(s) if HEMISPHERX's or SCIEN's business is interrupted because of an event of force majeure beyond the control of HEMISPHERX or SCIEN.", "probability": 0.00023715276437918538 }, { "score": 3.2648813724517822, "text": "SCIEN shall not thereafter use any names, mark or trade name similar thereto belonging to HEMISPHERX. Termination of the license under the provisions of this Agreement shall be without prejudice to any rights which HEMISPHERX may otherwise have against SCIEN.", "probability": 0.00019834650093338577 }, { "score": 3.191659450531006, "text": "In the event agreement cannot be reached the Agreement shall terminate. D. All payments hereunder will be made by SCIEN in United States Dollars by wire transfer of immediately available funds to an account designated by HEMISPHERX. The following is wire transfer information: Domestic (U.S.): {***}\n\nInternational: {***} VI. TERM/TERMINATION A. The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years, 3. Insolvency, or the filing for protection under either Party's bankruptcy laws. Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either Party, or either Party becoming subject to a composition for creditors , whether by law or agreement, or either party going into receivership or otherwise becoming insolvent (such party hereinafter referred to as the \"insolvent party\"), this Agreement may be terminated by the other Party by giving written notice of termination to the insolvent Party, such termination immediately effective upon the giving of such notice of termination.", "probability": 0.00018434215779494868 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Rofr/Rofo/Rofn": [ { "score": 13.204729080200195, "text": "HEMISPHERX will have the option at any time to buy out this Agreement.", "probability": 0.4241624286164036 }, { "score": 12.897262573242188, "text": "HEMISPHERX will have the option at any time to buy out this Agreement.", "probability": 0.31188981278277045 }, { "text": "", "score": 12.271780014038086, "probability": 0.16686204648312453 }, { "score": 10.880369186401367, "text": "SCIEN shall pay HEMISPHERX for each order of Product within 75 days after receipt of the goods except for the for first purchase order which will be for 50 vials of Interferon alfa-n3 (human leukocyte derived) (\"First Order\") and paid once the MOH approves the use for Interferon alfa-n3 (human leukocyte derived) on 5 MERS patients.", "probability": 0.04150262069142239 }, { "score": 10.272089958190918, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.02258932266579737 }, { "score": 8.988066673278809, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.006255456114917953 }, { "score": 8.917763710021973, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment. E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.005830781841964392 }, { "score": 8.574455261230469, "text": "HEMISPHERX will have the option at any time to buy out this Agreement", "probability": 0.004136469512513676 }, { "score": 8.380928993225098, "text": "HEMISPHERX will have the option at any time to buy out this Agreement. If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.0034086502139850767 }, { "score": 8.271617889404297, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.0030556895449109956 }, { "score": 8.155559539794922, "text": "SCIEN shall pay HEMISPHERX for each order of Product within 75 days after receipt of the goods except for the for first purchase order which will be for 50 vials of Interferon alfa-n3 (human leukocyte derived) (\"First Order\") and paid once the MOH approves the use for Interferon alfa-n3 (human leukocyte derived) on 5 MERS patients", "probability": 0.002720857064253597 }, { "score": 7.6868896484375, "text": "C. SCIEN shall pay HEMISPHERX for each order of Product within 75 days after receipt of the goods except for the for first purchase order which will be for 50 vials of Interferon alfa-n3 (human leukocyte derived) (\"First Order\") and paid once the MOH approves the use for Interferon alfa-n3 (human leukocyte derived) on 5 MERS patients.", "probability": 0.0017028052471828787 }, { "score": 7.373529434204102, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.001244727738712042 }, { "score": 7.305464744567871, "text": "HEMISPHERX will have the option at any time to buy out this Agreement. If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.0011628247015037492 }, { "score": 7.025018692016602, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.", "probability": 0.0008784520803653534 }, { "score": 6.864972114562988, "text": "SCIEN shall pay HEMISPHERX for each order of Product within 75 days after receipt of the goods except for the for first purchase order which will be for 50 vials of Interferon alfa-n3 (human leukocyte derived) (\"First Order\") and paid once the MOH approves the use for Interferon alfa-n3 (human leukocyte derived) on 5 MERS patients. All purchase orders are final. D. SCIEN will ensure all necessary QA testing / approval for use occurs in the Territory and that each Product is stored under the conditions stipulated in a Quality Agreement (QA) to be executed and appended to this Agreement as Exhibit 4. E. Forecasts, Orders, Payment, and Delivery. Direct Access/EAP Distribution Following the signing of this Agreement, SCIEN will start a full and comprehensive market analysis of the potential of each Product for Direct Access/ EAP distribution.", "probability": 0.0007485326186324927 }, { "score": 6.714848041534424, "text": "E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.0006441880641486801 }, { "score": 6.370465278625488, "text": "HEMISPHERX will have the option at any time to buy out this Agreement", "probability": 0.00045650878570320806 }, { "score": 6.202253818511963, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.00038582985630935504 }, { "score": 6.13848876953125, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination", "probability": 0.0003619953753781718 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Change Of Control": [ { "text": "", "score": 12.31420612335205, "probability": 0.5979188884786185 }, { "score": 11.780466079711914, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent.", "probability": 0.3506242240110195 }, { "score": 8.555831909179688, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.013944440419344369 }, { "score": 8.345218658447266, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent. Any assignment in violation hereof is void.", "probability": 0.011296214186612521 }, { "score": 8.327885627746582, "text": "Any assignment in violation hereof is void.", "probability": 0.011102103680751067 }, { "score": 7.064056396484375, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination", "probability": 0.0031371206220994134 }, { "score": 6.72393274307251, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.0022326332679465425 }, { "score": 6.653848648071289, "text": "Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN. VII. ASSIGNMENT Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent.", "probability": 0.0020815184084962504 }, { "score": 6.614300727844238, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent", "probability": 0.0020008052234278735 }, { "score": 6.304264068603516, "text": "E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.0014674307052393134 }, { "score": 6.166391849517822, "text": "HEMISPHERX will have the option at any time to buy out this Agreement.", "probability": 0.001278440317397506 }, { "score": 5.484943866729736, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.", "probability": 0.0006467424382749158 }, { "score": 5.156205177307129, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment. E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.00046554531536059716 }, { "score": 4.812488555908203, "text": "E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination", "probability": 0.0003301320804900811 }, { "score": 4.734582901000977, "text": "SCIEN will maintain and follow change control SOP(s) to ensure that changes to equipment, procedures, processes, etc. occur in a controlled manner and in compliance with requirements e defined by the U.S. FDA's regulations (see Section 2).", "probability": 0.00030538924113132843 }, { "score": 4.7004594802856445, "text": "Neither", "probability": 0.00029514410915532714 }, { "score": 4.545217514038086, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN", "probability": 0.0002527047412092989 }, { "score": 4.400503158569336, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN. SCIEN shall, upon written receipt of a written request from HEMISPHERX, finish such Documentation in a format reasonably acceptable to HEMISPHERX with thirty (30) days of receipt of such request. In this case, the Documentation will be shipped to the Quality Assurance Manager named in this Agreement (see Key Contact List, Attachment 1). It is the responsibility of HEMISPHERX to notify SCIEN of any changes in this contact.", "probability": 0.00021865768417292708 }, { "score": 4.394289016723633, "text": "SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent.", "probability": 0.000217303127370788 }, { "score": 4.23098087310791, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN", "probability": 0.00018456194188185075 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Anti-Assignment": [ { "score": 14.070111274719238, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent.", "probability": 0.3604247501934117 }, { "score": 14.063153266906738, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent. Any assignment in violation hereof is void.", "probability": 0.3579256165441955 }, { "score": 13.586503982543945, "text": "Any assignment in violation hereof is void.", "probability": 0.2222217829399034 }, { "text": "", "score": 12.117561340332031, "probability": 0.05114850494949342 }, { "score": 9.903179168701172, "text": "It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.005586489489487479 }, { "score": 7.453034400939941, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent", "probability": 0.00048200842965651753 }, { "score": 7.148387432098389, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor", "probability": 0.000355425134154585 }, { "score": 6.894834995269775, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent. Any assignment in violation hereof is void. VIII. AUTHORITY SCIEN and HEMISPHERX each warrant and represent that it has the full right and power to make the promises set forth in this Agreement and that there are no outstanding agreements, assignments, or encumbrances inconsistent with the provisions of this Agreement.", "probability": 0.00027582378375098476 }, { "score": 6.676999092102051, "text": "K. It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.0002218333210896112 }, { "score": 6.473405361175537, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent. Any assignment in violation hereof", "probability": 0.00018097023370030162 }, { "score": 6.4288434982299805, "text": "SCIEN shall not institute any suit or take any action on account of any such infringements or imitation without first obtaining the written consent of the HEMISPHERX so to do. J. SCIEN agrees to cooperate fully and in good faith with HEMISPHERX for the purpose of securing and preserving HEMISPHERX's rights. K. It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.000173082905128039 }, { "score": 6.418185710906982, "text": "Any assignment in violation hereof is void. VIII. AUTHORITY SCIEN and HEMISPHERX each warrant and represent that it has the full right and power to make the promises set forth in this Agreement and that there are no outstanding agreements, assignments, or encumbrances inconsistent with the provisions of this Agreement.", "probability": 0.00017124801961416976 }, { "score": 6.346228122711182, "text": "VII. ASSIGNMENT Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent.", "probability": 0.0001593583316285051 }, { "score": 6.339270114898682, "text": "VII. ASSIGNMENT Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent. Any assignment in violation hereof is void.", "probability": 0.00015825336375756383 }, { "score": 5.996756076812744, "text": "Any assignment in violation hereof", "probability": 0.00011235722209607854 }, { "score": 5.78713321685791, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent. Any", "probability": 9.11093486572853e-05 }, { "score": 5.776185035705566, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party,", "probability": 9.0117307436053e-05 }, { "score": 5.724757194519043, "text": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains", "probability": 8.559992409363556e-05 }, { "score": 5.645815849304199, "text": "Neither", "probability": 7.910238698943375e-05 }, { "score": 5.310483932495117, "text": "Any", "probability": 5.656617175545262e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.149709701538086, "probability": 0.22016594039388546 }, { "score": 11.977310180664062, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.18530109000870604 }, { "score": 11.830116271972656, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.15993829857993105 }, { "score": 11.781072616577148, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.15228358167879535 }, { "score": 11.41607666015625, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.10571517985195059 }, { "score": 11.292499542236328, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.09342615865232441 }, { "score": 10.838468551635742, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.05933150144623063 }, { "score": 9.019713401794434, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months", "probability": 0.009625205559763208 }, { "score": 8.055304527282715, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months", "probability": 0.0036692099348832993 }, { "score": 7.90811014175415, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months", "probability": 0.0031669911615725575 }, { "score": 7.1759819984436035, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months", "probability": 0.0015229569903874197 }, { "score": 7.088502883911133, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months", "probability": 0.0013953910783963018 }, { "score": 7.052404880523682, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months", "probability": 0.00134591854834721 }, { "score": 6.753964900970459, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months. XIV. MISCELLANEOUS. A. Notices. Notices sent pursuant to this Agreement are valid if in writing and addressed to the parties at the respective addresses given below or at such other addresses as either party shall notify the other in writing and sent by registered or certified mail, postage prepaid and return receipt requested, or by Federal Express or other comparable courier providing proof of delivery, and shall be deemed duly given and received (i) if mailed, on the third business day following the mailing thereof, or (ii) if sent by courier, the date of its receipt (or if not on a business day, the next succeeding business day). If to HEMISPHERX: Thomas K. Equels, President and CEO One Penn Center 1617 JFK Boulevard Suite 500 Philadelphia, PA 19103 United States If to SCIEN: Abdelrhman Mofeed Zhreldin Business Development Manager Scientific Products Pharmaceutical Co.", "probability": 0.000998637664802603 }, { "score": 6.630387783050537, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months. XIV. MISCELLANEOUS. A. Notices. Notices sent pursuant to this Agreement are valid if in writing and addressed to the parties at the respective addresses given below or at such other addresses as either party shall notify the other in writing and sent by registered or certified mail, postage prepaid and return receipt requested, or by Federal Express or other comparable courier providing proof of delivery, and shall be deemed duly given and received (i) if mailed, on the third business day following the mailing thereof, or (ii) if sent by courier, the date of its receipt (or if not on a business day, the next succeeding business day). If to HEMISPHERX: Thomas K. Equels, President and CEO One Penn Center 1617 JFK Boulevard Suite 500 Philadelphia, PA 19103 United States If to SCIEN: Abdelrhman Mofeed Zhreldin Business Development Manager Scientific Products Pharmaceutical Co.", "probability": 0.0008825495169066136 }, { "score": 5.993377685546875, "text": "HEMISPHERX will have the option at any time to buy out this Agreement. If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.00046675514226771184 }, { "score": 5.539346694946289, "text": "HEMISPHERX will have the option at any time to buy out this Agreement. If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.0002964189451644904 }, { "score": 5.029129505157471, "text": "HEMISPHERX will have the option at any time to buy out this Agreement. If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.00017795961083956927 }, { "score": 4.83289098739624, "text": "HEMISPHERX will have the option at any time to buy out this Agreement. If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.00014625008998418458 }, { "score": 4.817421913146973, "text": "If", "probability": 0.00014400514486097584 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Price Restrictions": [ { "score": 12.434154510498047, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.23307989116953376 }, { "score": 12.325241088867188, "text": "SCIEN will provide HEMISPHERX a rolling 12-month forecast of the estimated sales of Product Units, the first 3 months of which will be firm and the second three (3) months of which cannot vary by more than 25% when these become the first three (3) months.", "probability": 0.2090279246323242 }, { "score": 12.161802291870117, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.17751037478913287 }, { "text": "", "score": 12.120718002319336, "probability": 0.17036526797343843 }, { "score": 10.540777206420898, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.035093080394324454 }, { "score": 10.402580261230469, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.03056351649047204 }, { "score": 10.305314064025879, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.02773072013669977 }, { "score": 10.263639450073242, "text": "\"Transfer Price\" means a discounted price of ${***}/ Product Unit. II. LICENSE CONDITION PRECEDENT: THE GRANTING OF ANY AND ALL LICENSES OR PRIVILEGES HEREIN IS SUBJECT THE THE SUCCESSFUL COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS. A. Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.026598803004032584 }, { "score": 10.21083927154541, "text": "SCIEN will provide HEMISPHERX a rolling 12-month forecast of the estimated sales of Product Units, the first 3 months of which will be firm and the second three (3) months of which cannot vary by more than 25% when these become the first three (3) months", "probability": 0.025230814279749728 }, { "score": 9.651981353759766, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.014428538976259082 }, { "score": 8.889474868774414, "text": "C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.006730851331347924 }, { "score": 8.844675064086914, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.006435965244472714 }, { "score": 8.746732711791992, "text": "C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.005835497226826393 }, { "score": 8.666301727294922, "text": "\"Transfer Price\" means a discounted price of ${***}/ Product Unit.", "probability": 0.005384521733832961 }, { "score": 8.58946418762207, "text": "\"Territory\" means the GCC States \"Transfer Price\" means a discounted price of ${***}/ Product Unit. II. LICENSE CONDITION PRECEDENT: THE GRANTING OF ANY AND ALL LICENSES OR PRIVILEGES HEREIN IS SUBJECT THE THE SUCCESSFUL COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS. A. Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.004986284047418365 }, { "score": 8.540410041809082, "text": "Both parties shall, in good faith, attempt to agree upon a reasonable price increase.", "probability": 0.004747588508269396 }, { "score": 8.49190616607666, "text": "Any price increase will need to be justified by HEMISPHERX. Both parties shall, in good faith, attempt to agree upon a reasonable price increase.", "probability": 0.004522807507181217 }, { "score": 8.406950950622559, "text": "Any price increase will need to be justified by HEMISPHERX.", "probability": 0.004154440305885517 }, { "score": 8.316035270690918, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS", "probability": 0.0037933974241924524 }, { "score": 8.312421798706055, "text": "Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.0037797148246058337 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Minimum Commitment": [ { "score": 13.921113014221191, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.3358796362111546 }, { "score": 13.431927680969238, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.20593643165550585 }, { "score": 13.369280815124512, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.1934309635183093 }, { "text": "", "score": 12.187812805175781, "probability": 0.05935003205624777 }, { "score": 12.14773941040039, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.05701869898481191 }, { "score": 11.619441032409668, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.033618647172911256 }, { "score": 11.118486404418945, "text": "C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.02037128396527323 }, { "score": 11.094853401184082, "text": "Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.019895493666868668 }, { "score": 11.085821151733398, "text": "Prepare and provide a 3-year post regulatory approval Sales, Marketing, and Distribution Plan including a 3-year minimum sale forecast and a committed-dollar field sales force, product manager and marketing budget to be agreed by both Parties and a non-binding 12 month Product forecast no later than six (6) months prior to the anticipated registration and subsequent launch date for each Product, also to be agreed by both parties,", "probability": 0.019716601719659218 }, { "score": 10.916755676269531, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN", "probability": 0.016649755510613436 }, { "score": 9.957569122314453, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS", "probability": 0.006380260825853767 }, { "score": 9.882989883422852, "text": "7. Prepare and provide a 3-year post regulatory approval Sales, Marketing, and Distribution Plan including a 3-year minimum sale forecast and a committed-dollar field sales force, product manager and marketing budget to be agreed by both Parties and a non-binding 12 month Product forecast no later than six (6) months prior to the anticipated registration and subsequent launch date for each Product, also to be agreed by both parties,", "probability": 0.0059217365345726565 }, { "score": 9.862519264221191, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\").", "probability": 0.0058017472386132415 }, { "score": 9.469291687011719, "text": "C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.00391545500256799 }, { "score": 9.359926223754883, "text": "2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.003509824652779221 }, { "score": 9.221619606018066, "text": "Product Units in quantities sufficient for SCIEN's Direct Access/EAP and RAA commercial needs in the Territory, subject to availability from HEMISPHERX.", "probability": 0.0030564663528067104 }, { "score": 9.108216285705566, "text": "Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.002728784144585984 }, { "score": 8.979405403137207, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN", "probability": 0.0023989838674546063 }, { "score": 8.96101188659668, "text": "Prepare and provide a 3-year post regulatory approval Sales, Marketing, and Distribution Plan including a 3-year minimum sale forecast and a committed-dollar field sales force, product manager and marketing budget to be agreed by both Parties and a non-binding 12 month Product forecast no later than six (6) months prior to the anticipated registration and subsequent launch date for each Product, also to be agreed by both parties", "probability": 0.0023552614551440145 }, { "score": 8.828974723815918, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.0020639354642665937 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Volume Restriction": [ { "score": 12.938232421875, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.41263723080030906 }, { "score": 12.568245887756348, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.2850265395206234 }, { "text": "", "score": 12.094202041625977, "probability": 0.17742330852979266 }, { "score": 10.819236755371094, "text": "SCIEN will provide HEMISPHERX a rolling 12-month forecast of the estimated sales of Product Units, the first 3 months of which will be firm and the second three (3) months of which cannot vary by more than 25% when these become the first three (3) months.", "probability": 0.04957928794041782 }, { "score": 10.026163101196289, "text": "C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.022432246745413973 }, { "score": 9.286725997924805, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.010708763310240076 }, { "score": 8.895671844482422, "text": "Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.007242802765445453 }, { "score": 8.834537506103516, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.0068132818161291036 }, { "score": 8.71602725982666, "text": "SCIEN will provide HEMISPHERX a rolling 12-month forecast of the estimated sales of Product Units, the first 3 months of which will be firm and the second three (3) months of which cannot vary by more than 25% when these become the first three (3) months", "probability": 0.00605184793453106 }, { "score": 8.541680335998535, "text": "C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.005083585121720282 }, { "score": 8.369437217712402, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\").", "probability": 0.0042792323114167405 }, { "score": 8.31508731842041, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS", "probability": 0.004052863740738689 }, { "score": 7.961167812347412, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.0028448325882575436 }, { "score": 7.775588035583496, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.002362982151573476 }, { "score": 6.927455902099609, "text": "2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.0010118621148168575 }, { "score": 6.615508079528809, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\"). III. COMMERCIAL DEVELOPMENT A. HEMISPHERX has or will provide SCIEN:", "probability": 0.0007407030241313164 }, { "score": 6.176461219787598, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.000477494627272207 }, { "score": 6.091036319732666, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone", "probability": 0.0004383983658156617 }, { "score": 6.04942512512207, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months", "probability": 0.0004205304175441541 }, { "score": 5.927356243133545, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.0003722061738105142 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.25886344909668, "probability": 0.7756024300847809 }, { "score": 9.993488311767578, "text": "It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.08050062265200135 }, { "score": 9.98040771484375, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.07945448343402649 }, { "score": 9.09908676147461, "text": "It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.03291285690793795 }, { "score": 7.81052303314209, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.009072969790490545 }, { "score": 7.735379219055176, "text": "K. It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.008416178172766176 }, { "score": 7.0053300857543945, "text": "K. It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.004055632652142604 }, { "score": 6.833893775939941, "text": "SCIEN agrees to cooperate fully and in good faith with HEMISPHERX for the purpose of securing and preserving HEMISPHERX's rights. K. It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.0034166836354407493 }, { "score": 5.930311679840088, "text": "It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\". L. It is further understood that all rights relating thereto are reserved by HEMISPHERX, except for the license hereunder to SCIEN of the right to use and utilize the name Interferon alfa-n3 (human leukocyte derived) only as specifically and expressly provided in this Agreement.", "probability": 0.001384152843668597 }, { "score": 5.555842399597168, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0009518184244819637 }, { "score": 5.330905914306641, "text": "SCIEN shall not thereafter use any names, mark or trade name similar thereto belonging to HEMISPHERX.", "probability": 0.0007600907246712802 }, { "score": 5.220258712768555, "text": "\"HEMISPHERX Intellectual Property\" means all HEMISPHERX patents, patent applications, know-how, and trademarks owned or controlled by HEMISPHERX up to the termination or expiration of this Agreement.", "probability": 0.0006804746702836664 }, { "score": 5.182843208312988, "text": "F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.0006554847870217415 }, { "score": 4.973268985748291, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.0005315519164699363 }, { "score": 4.6497602462768555, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory.", "probability": 0.00038463396150199657 }, { "score": 4.597095489501953, "text": "Any assignment in violation hereof is void.", "probability": 0.00036490147145352655 }, { "score": 4.355339527130127, "text": "It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\". L. It is further understood that all rights relating thereto are reserved by HEMISPHERX, except for the license hereunder to SCIEN of the right to use and utilize the name Interferon alfa-n3 (human leukocyte derived) only as specifically and expressly provided in this Agreement. M. In the event of termination of this license for any reason, SCIEN shall within 6months (as described in the Termination clause), cease all use of the \"Interferon alfa-n3 (human leukocyte derived)\". SCIEN shall not thereafter use any names, mark or trade name similar thereto belonging to HEMISPHERX.", "probability": 0.0002865380719021898 }, { "score": 4.046442985534668, "text": "SCIEN recognizes that there exists great value and good will associated with the Intellectual Property of Interferon alfa-n3 (human leukocyte derived)\"", "probability": 0.00021039250801825333 }, { "score": 3.931478261947632, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate.", "probability": 0.00018754337431994822 }, { "score": 3.836554765701294, "text": "K. It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\". L. It is further understood that all rights relating thereto are reserved by HEMISPHERX, except for the license hereunder to SCIEN of the right to use and utilize the name Interferon alfa-n3 (human leukocyte derived) only as specifically and expressly provided in this Agreement.", "probability": 0.0001705599166201351 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.212722778320312, "probability": 0.999784748881637 }, { "score": 3.4528913497924805, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 0.0001568772818045998 }, { "score": 1.5352420806884766, "text": "F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 2.3053430477915908e-05 }, { "score": 0.6236227750778198, "text": "\"HEMISPHERX Intellectual Property\" means all HEMISPHERX patents, patent applications, know-how, and trademarks owned or controlled by HEMISPHERX up to the termination or expiration of this Agreement.", "probability": 9.264549923683029e-06 }, { "score": 0.3390922546386719, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory.", "probability": 6.970345269048697e-06 }, { "score": -0.27938312292099, "text": "Termination for breach will include:", "probability": 3.755379639245995e-06 }, { "score": -0.3412259817123413, "text": "SCIEN agrees to cooperate fully and in good faith with HEMISPHERX for the purpose of securing and preserving HEMISPHERX's rights.", "probability": 3.5301717482026366e-06 }, { "score": -0.5439944267272949, "text": "Any assignment in violation hereof is void.", "probability": 2.8822697132091727e-06 }, { "score": -1.3698073625564575, "text": "SCIEN agrees to cooperate fully and in good faith with HEMISPHERX for the purpose of securing and preserving HEMISPHERX's rights. K. It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 1.262085034759237e-06 }, { "score": -1.5607590675354004, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 1.0426999322317395e-06 }, { "score": -1.5785568952560425, "text": "F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory.", "probability": 1.0243063072894127e-06 }, { "score": -1.8637620210647583, "text": "E. SCIEN will promptly notify HEMISPHERX of any Third party SCIEN knows or believes may be infringing HEMISPHERX Intellectual Property and will, to the greatest extent reasonably possible, provide to HEMISPHERX any information SCIEN has in support of such belief. HEMISPHERX will have the right, but not the obligation, to use such information in an infringement action against such third Party. SCIEN agrees to cooperate with HEMISPHERX in any action for infringement of HEMISPHERX, and HEMISPHERX will reimburse SCIEN for all reasonable costs incurred by it in providing cooperation requested by HEMISPHERX.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 8 of 28\n\n\n\n\n\n\n\n F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 7.701349531123735e-07 }, { "score": -1.9175844192504883, "text": "H", "probability": 7.29780179693022e-07 }, { "score": -1.9310994148254395, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The", "probability": 7.199835535895301e-07 }, { "score": -2.0364365577697754, "text": "SCIEN agrees to cooperate with HEMISPHERX in any action for infringement of HEMISPHERX, and HEMISPHERX will reimburse SCIEN for all reasonable costs incurred by it in providing cooperation requested by HEMISPHERX.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 8 of 28\n\n\n\n\n\n\n\n F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\".", "probability": 6.480003435799546e-07 }, { "score": -2.073544979095459, "text": "B. Termination for breach will include:", "probability": 6.243947654277016e-07 }, { "score": -2.152806043624878, "text": "HEMISPHERX shall permit SCIEN or its agent, at SCIENs' expense, to conduct periodic audits of HEMISPHERX's Quality System and Manufacturing records relating to HEMISPHERX's performance under this Agreement.", "probability": 5.768150862526299e-07 }, { "score": -2.177140951156616, "text": "F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose. H. The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties. 1. Good Will. SCIEN recognizes that there exists great value and good will associated with the Intellectual Property of Interferon alfa-n3 (human leukocyte derived)\"", "probability": 5.629477588623054e-07 }, { "score": -2.3296470642089844, "text": "The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties. 1. Good Will. SCIEN recognizes that there exists great value and good will associated with the Intellectual Property of Interferon alfa-n3 (human leukocyte derived)\"", "probability": 4.833208506293508e-07 }, { "score": -2.3507652282714844, "text": "\"HEMISPHERX Intellectual Property\" means all HEMISPHERX patents, patent applications, know-how, and trademarks owned or controlled by HEMISPHERX up to the termination or expiration of this Agreement", "probability": 4.7322102188583436e-07 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__License Grant": [ { "score": 12.07798957824707, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.29046386591095263 }, { "score": 11.844069480895996, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "probability": 0.22988037969680827 }, { "text": "", "score": 11.767592430114746, "probability": 0.2129552467704236 }, { "score": 10.965229988098145, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0954611723495523 }, { "score": 10.463071823120117, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "probability": 0.057775304557053195 }, { "score": 10.371793746948242, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.052735209868805435 }, { "score": 9.623610496520996, "text": "SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.02495564629443264 }, { "score": 8.965642929077148, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.012924600793529245 }, { "score": 8.608835220336914, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.009046019482761136 }, { "score": 8.010475158691406, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0049727090055539805 }, { "score": 7.777606010437012, "text": "SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.003939664687121183 }, { "score": 6.491557598114014, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0010887684581588164 }, { "score": 6.356807708740234, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0009515122796109171 }, { "score": 5.891788005828857, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0005976664899567445 }, { "score": 5.7537736892700195, "text": "It is further understood that all rights relating thereto are reserved by HEMISPHERX, except for the license hereunder to SCIEN of the right to use and utilize the name Interferon alfa-n3 (human leukocyte derived) only as specifically and expressly provided in this Agreement.", "probability": 0.0005206190439750939 }, { "score": 5.60536003112793, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.000448812369260563 }, { "score": 5.5084710121154785, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose", "probability": 0.00040736756889578406 }, { "score": 5.429363250732422, "text": "A. Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "probability": 0.0003763833358095555 }, { "score": 5.024668216705322, "text": "F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.00025111552699331346 }, { "score": 5.011923789978027, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.00024793551034555874 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Transferable License": [ { "text": "", "score": 12.092489242553711, "probability": 0.9830286703035149 }, { "score": 7.465470314025879, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.00961783663452359 }, { "score": 6.768316268920898, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0047896881849523116 }, { "score": 5.055357456207275, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.0008637313461410749 }, { "score": 4.296565055847168, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.00040442624276327947 }, { "score": 4.275650978088379, "text": "SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.0003960558752298945 }, { "score": 3.754823684692383, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.00023526863924413566 }, { "score": 3.195673942565918, "text": "SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.00013450189186367146 }, { "score": 3.0535476207733154, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.00011668196001314032 }, { "score": 2.91916561126709, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.00010200990674766409 }, { "score": 2.423107147216797, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "probability": 6.211648853108065e-05 }, { "score": 2.37701153755188, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 5.931818142854186e-05 }, { "score": 2.1453518867492676, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 4.705213343632182e-05 }, { "score": 1.6441550254821777, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 2.8504425267363232e-05 }, { "score": 1.4827146530151367, "text": "SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 2.4254907675844552e-05 }, { "score": 1.4477261304855347, "text": "F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 2.3420939034214542e-05 }, { "score": 1.3596934080123901, "text": "SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 2.1447277844200016e-05 }, { "score": 1.291971206665039, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 2.00429110760514e-05 }, { "score": 0.8291857242584229, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose", "probability": 1.261756696508715e-05 }, { "score": 0.8080904483795166, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose. H. The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties. 1. Good Will. SCIEN recognizes that there exists great value and good will associated with the Intellectual Property of Interferon alfa-n3 (human leukocyte derived)\"", "probability": 1.235418374714949e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.106670379638672, "probability": 0.6420455750720728 }, { "score": 11.102738380432129, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.23526847083944555 }, { "score": 9.791372299194336, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.06339349222839366 }, { "score": 8.171814918518066, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.01255104374759419 }, { "score": 7.892910957336426, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.009496277389519196 }, { "score": 7.54656982421875, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "probability": 0.006716443242042363 }, { "score": 7.299736022949219, "text": "SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.005247359164117177 }, { "score": 7.207396030426025, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.0047845163387574005 }, { "score": 7.112669467926025, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0043520995275173665 }, { "score": 6.814474105834961, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.003229938240861568 }, { "score": 6.733342170715332, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0029782357096715647 }, { "score": 6.500794410705566, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0023602872351624494 }, { "score": 5.911863327026367, "text": "SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.001309770901760663 }, { "score": 5.798426628112793, "text": "\"HEMISPHERX Intellectual Property\" means all HEMISPHERX patents, patent applications, know-how, and trademarks owned or controlled by HEMISPHERX up to the termination or expiration of this Agreement.", "probability": 0.0011693119967160855 }, { "score": 5.748074054718018, "text": "\"Affiliate\" means any corporation or other business entity, which controls, is controlled by, or is under the common control of a Party. \"End User\" means a physician, medical facility or institution, or government agency that purchases Product with the intent of administering it to a patient. \"Field\" means refractory/recurrent genital warts, recombinant interferon refractory patients and patients with other infectious diseases, e.g., MERS, influenza, West Nile Virus, and cancer, etc. \"HEMISPHERX Intellectual Property\" means all HEMISPHERX patents, patent applications, know-how, and trademarks owned or controlled by HEMISPHERX up to the termination or expiration of this Agreement.", "probability": 0.0011118918850848251 }, { "score": 5.620351791381836, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose. H. The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties. 1. Good Will. SCIEN recognizes that there exists great value and good will associated with the Intellectual Property of Interferon alfa-n3 (human leukocyte derived)\"", "probability": 0.0009785735803579593 }, { "score": 5.610502243041992, "text": "SCIEN shall not thereafter use any names, mark or trade name similar thereto belonging to HEMISPHERX.", "probability": 0.0009689823845869007 }, { "score": 5.53725004196167, "text": "F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0009005396832693668 }, { "score": 5.324649333953857, "text": "\"Affiliate\" means any corporation or other business entity, which controls, is controlled by, or is under the common control of a Party.", "probability": 0.0007280673252622286 }, { "score": 4.748272895812988, "text": "SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose. H. The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties. 1. Good Will. SCIEN recognizes that there exists great value and good will associated with the Intellectual Property of Interferon alfa-n3 (human leukocyte derived)\"", "probability": 0.0004091235078069558 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.206840515136719, "probability": 0.9631333695594426 }, { "score": 8.714789390563965, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.02931621486958277 }, { "score": 6.205763816833496, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.0023847998434497852 }, { "score": 5.595170974731445, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.0012950151004137345 }, { "score": 5.376943588256836, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.00104111782655549 }, { "score": 5.130130767822266, "text": "\"Affiliate\" means any corporation or other business entity, which controls, is controlled by, or is under the common control of a Party.", "probability": 0.0008134117408910749 }, { "score": 4.925145149230957, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "probability": 0.0006626532216727263 }, { "score": 4.418483257293701, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0003992508504369167 }, { "score": 3.732872724533081, "text": "F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.00020113561547780722 }, { "score": 3.653339385986328, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0001857582404751429 }, { "score": 3.214426279067993, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.00011976517360506109 }, { "score": 3.0777392387390137, "text": "SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.00010446435352558727 }, { "score": 2.6524391174316406, "text": "SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 6.827514405748168e-05 }, { "score": 2.5345888137817383, "text": "\"Affiliate\" means any corporation or other business entity, which controls, is controlled by, or is under the common control of a Party.", "probability": 6.0684934648890825e-05 }, { "score": 2.392317295074463, "text": "SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 5.263724531258657e-05 }, { "score": 2.3159053325653076, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 4.87649585510689e-05 }, { "score": 1.9094573259353638, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 3.2478034062224005e-05 }, { "score": 1.731548547744751, "text": "\"Affiliate\" means any corporation or other business entity, which controls, is controlled by, or is under the common control of a Party", "probability": 2.7184724264819355e-05 }, { "score": 1.7184364795684814, "text": "The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 2.6830603011463763e-05 }, { "score": 1.6941931247711182, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate.", "probability": 2.6187960562934635e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Unlimited/All-You-Can-Eat-License": [ { "score": 12.3029146194458, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.6092112914988003 }, { "text": "", "score": 11.812650680541992, "probability": 0.37312042281432856 }, { "score": 8.183411598205566, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment", "probability": 0.009901261116877927 }, { "score": 7.235180854797363, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.0038360047341698105 }, { "score": 5.667349338531494, "text": "SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.0007997947672986377 }, { "score": 5.5690155029296875, "text": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "probability": 0.0007248910141737982 }, { "score": 5.438279628753662, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.0006360552585644336 }, { "score": 5.371891498565674, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0005951998990506854 }, { "score": 4.779006481170654, "text": "Subject", "probability": 0.0003289850458925287 }, { "score": 4.500235080718994, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.0002489472174959961 }, { "score": 4.193506240844727, "text": "SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.00018318783664784442 }, { "score": 3.8264684677124023, "text": "A. Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.00012690950622433228 }, { "score": 3.006676435470581, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment", "probability": 5.590658935806566e-05 }, { "score": 2.7517991065979004, "text": "HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 4.332825323797706e-05 }, { "score": 2.73037052154541, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 4.2409667227271054e-05 }, { "score": 2.675076484680176, "text": "A. Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 4.0128319220200335e-05 }, { "score": 2.527107000350952, "text": "C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 3.460896718556235e-05 }, { "score": 2.1764912605285645, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of", "probability": 2.4373514608194608e-05 }, { "score": 2.1463916301727295, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment. B. The price that SCIEN will pay for Product under this Agreement is the Transfer Price, CIF. Taxes, duties, and other expenses to be paid by SCIEN. C. SCIEN shall pay HEMISPHERX for each order of Product within 75 days after receipt of the goods except for the for first purchase order which will be for 50 vials of Interferon alfa-n3 (human leukocyte derived) (\"First Order\") and paid once the MOH approves the use for Interferon alfa-n3 (human leukocyte derived) on 5 MERS patients.", "probability": 2.365081193220785e-05 }, { "score": 2.1028523445129395, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory", "probability": 2.2643167705322296e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.106006622314453, "probability": 0.880061615030076 }, { "score": 10.002483367919922, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.10739017180654117 }, { "score": 7.5867462158203125, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN", "probability": 0.009590101910703 }, { "score": 5.6343231201171875, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.001361120720928424 }, { "score": 4.979109764099121, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 0.0007068725231123763 }, { "score": 3.606691837310791, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 0.00017918744130457963 }, { "score": 3.594223737716675, "text": "Raw", "probability": 0.00017696718439467042 }, { "score": 3.582615852355957, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 0.0001749248461522153 }, { "score": 2.799199342727661, "text": "SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.", "probability": 7.991311016649585e-05 }, { "score": 2.5937247276306152, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN. SCIEN shall, upon written receipt of a written request from HEMISPHERX, finish such Documentation in a format reasonably acceptable to HEMISPHERX with thirty (30) days of receipt of such request.", "probability": 6.50701101565893e-05 }, { "score": 2.518409490585327, "text": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement", "probability": 6.034934350482073e-05 }, { "score": 2.357269763946533, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement", "probability": 5.136773967910469e-05 }, { "score": 1.6030442714691162, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 2.4162089378791566e-05 }, { "score": 1.3239142894744873, "text": "Termination for breach will include:", "probability": 1.8277208897629207e-05 }, { "score": 1.3060479164123535, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor", "probability": 1.7953561278657604e-05 }, { "score": 0.7269110679626465, "text": "G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 1.0060849925420191e-05 }, { "score": 0.670750081539154, "text": "HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory. G. HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "probability": 9.51139601591947e-06 }, { "score": 0.5512499809265137, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCI", "probability": 8.440069639462715e-06 }, { "score": 0.396273136138916, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX", "probability": 7.2283711107851315e-06 }, { "score": 0.3210662603378296, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 6.704687033813098e-06 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Source Code Escrow": [ { "text": "", "score": 12.264347076416016, "probability": 0.9971780098206499 }, { "score": 5.3543243408203125, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.0009949195134363062 }, { "score": 5.001521110534668, "text": "Termination for breach will include:", "probability": 0.0006991453164765683 }, { "score": 4.360939025878906, "text": "Termination for breach will include:", "probability": 0.000368439503271925 }, { "score": 3.792611598968506, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.00020871070385739633 }, { "score": 2.904273509979248, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years, 3. Insolvency, or the filing for protection under either Party's bankruptcy laws.", "probability": 8.585080911288279e-05 }, { "score": 2.8905253410339355, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN", "probability": 8.46785940539581e-05 }, { "score": 2.7849934101104736, "text": "B. Termination for breach will include:", "probability": 7.619767208483162e-05 }, { "score": 2.666840076446533, "text": "B. Termination for breach will include:", "probability": 6.770618796637259e-05 }, { "score": 2.098512649536133, "text": "B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 3.8353667346938856e-05 }, { "score": 1.9204996824264526, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D.", "probability": 3.209939505995392e-05 }, { "score": 1.9161348342895508, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN. SCIEN shall, upon written receipt of a written request from HEMISPHERX, finish such Documentation in a format reasonably acceptable to HEMISPHERX with thirty (30) days of receipt of such request.", "probability": 3.195959140804594e-05 }, { "score": 1.5840628147125244, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 2.2928950286113893e-05 }, { "score": 1.5783629417419434, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D.", "probability": 2.2798629939670798e-05 }, { "score": 1.3427947759628296, "text": "Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 1.8013694568894927e-05 }, { "score": 1.3369187116622925, "text": "Insolvency, or the filing for protection under either Party's bankruptcy laws.", "probability": 1.790815532268891e-05 }, { "score": 1.2101746797561646, "text": "B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years, 3. Insolvency, or the filing for protection under either Party's bankruptcy laws.", "probability": 1.5776353133045252e-05 }, { "score": 1.2076423168182373, "text": "2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 1.5736452224190112e-05 }, { "score": 0.9227502346038818, "text": "Termination for breach will include", "probability": 1.1835313556922368e-05 }, { "score": 0.6412665843963623, "text": "Termination for breach will include", "probability": 8.931676242894836e-06 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Post-Termination Services": [ { "score": 14.209563255310059, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.31761718169022957 }, { "score": 13.20231819152832, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment. E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.11600134230669387 }, { "score": 13.188223838806152, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.11437784640952527 }, { "score": 13.175683975219727, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.11295251920008689 }, { "score": 12.81302547454834, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.07859507556823775 }, { "score": 12.409024238586426, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.", "probability": 0.05247347530856409 }, { "text": "", "score": 12.387371063232422, "probability": 0.05134947099391465 }, { "score": 12.134401321411133, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.039872421424014905 }, { "score": 11.812400817871094, "text": "Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.", "probability": 0.02889545710003159 }, { "score": 11.49137020111084, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN", "probability": 0.020960794666901744 }, { "score": 11.086019515991211, "text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN", "probability": 0.013975462133927138 }, { "score": 10.724637985229492, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.009736887970163515 }, { "score": 10.570807456970215, "text": "HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment. E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.00834857635643032 }, { "score": 10.489395141601562, "text": "Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN", "probability": 0.007695830684926935 }, { "score": 10.391693115234375, "text": "E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.006979495849880418 }, { "score": 10.282054901123047, "text": "E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.00625473309436567 }, { "score": 9.907389640808105, "text": "D. In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment. E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "probability": 0.004300250220965196 }, { "score": 9.791607856750488, "text": "HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment. E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.", "probability": 0.0038301019738759966 }, { "score": 9.518096923828125, "text": "D. In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.002913573966976307 }, { "score": 9.50285530090332, "text": "E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.", "probability": 0.0028695030802881327 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Audit Rights": [ { "score": 13.618228912353516, "text": "The audits shall be conducted upon reasonable advance notice during regular business hours at HEMISPHERX's principal office and in such a manner as not to unduly interfere with HEMISPHERX's operations.", "probability": 0.143655861186528 }, { "score": 13.566057205200195, "text": "HEMISPHERX will be permitted to conduct periodic audits of the subcontractors to assure compliance to applicable GMP's, GLP's and federal regulations (CFR's).", "probability": 0.1363532410784845 }, { "score": 13.550426483154297, "text": "HEMISPHERX shall permit SCIEN or its agent, at SCIENs' expense, to conduct periodic audits of HEMISPHERX's Quality System and Manufacturing records relating to HEMISPHERX's performance under this Agreement. The audits shall be conducted upon reasonable advance notice during regular business hours at HEMISPHERX's principal office and in such a manner as not to unduly interfere with HEMISPHERX's operations.", "probability": 0.1342385118947835 }, { "score": 13.273380279541016, "text": "HEMISPHERX will be permitted to conduct periodic audits of the subcontractors to assure compliance to applicable GMP's, GLP's and federal regulations (CFR's).", "probability": 0.10175540605121855 }, { "score": 13.106889724731445, "text": "HEMISPHERX shall permit SCIEN or its agent, at SCIENs' expense, to conduct periodic audits of HEMISPHERX's Quality System and Manufacturing records relating to HEMISPHERX's performance under this Agreement.", "probability": 0.08614926220183627 }, { "score": 12.687762260437012, "text": "HEMISPHERX may perform audits for initial qualification of SCIEN as well as periodic audits and \"for cause\" audits.", "probability": 0.05665350940952232 }, { "score": 12.6068754196167, "text": "During the retention period, documentation shall be available for inspection by HEMISPHERX, its authorized agents and authorized government agencies.", "probability": 0.05225142136911176 }, { "score": 12.272132873535156, "text": "HEMISPHERX may perform audits for initial qualification of SCIEN as well as periodic audits and \"for cause\" audits. At mutually agreed upon times, HEMISPHERX may review standard operating and other quality control procedures and records and the records of SCIEN relating to the Agreement. Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year.", "probability": 0.03738705597649457 }, { "text": "", "score": 12.264497756958008, "probability": 0.037102688416804835 }, { "score": 12.011918067932129, "text": "HEMISPHERX may perform audits for initial qualification of SCIEN as well as periodic audits and \"for cause\" audits. At mutually agreed upon times, HEMISPHERX may review standard operating and other quality control procedures and records and the records of SCIEN relating to the Agreement.", "probability": 0.02882115718818052 }, { "score": 11.752461433410645, "text": "Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year.", "probability": 0.022234677228916762 }, { "score": 11.706035614013672, "text": "At mutually agreed upon times, HEMISPHERX may review standard operating and other quality control procedures and records and the records of SCIEN relating to the Agreement. Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year.", "probability": 0.021226009398213685 }, { "score": 11.691201210021973, "text": "SCIEN and HEMISPHERX shall cooperate with each other during any such inspection, investigation or other inquiry, including applying reasonable effort, as might be practical, at allowing, upon reasonable request, a representative of HEMISPHERX to be on site during such inspection, investigation or other inquiry, and providing copies of all documents related to the inspection.", "probability": 0.020913458186773617 }, { "score": 11.684595108032227, "text": "Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year. SCIEN will make every reasonable effort to accommodate the special circumstances that may arise pursuant to \"for cause\" audits. The following applies to all audits: \u00b7 Prior to an audit HEMISPHERX will communicate to SCIEN the scope of the audit. \u00b7 HEMISPHERX will prepare a written report of the results of the audit and forward a copy to SCIEN.", "probability": 0.02077575708357875 }, { "score": 11.543286323547363, "text": "Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year.", "probability": 0.018037952269687095 }, { "score": 11.491409301757812, "text": "Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year. SCIEN will make every reasonable effort to accommodate the special circumstances that may arise pursuant to \"for cause\" audits. The following applies to all audits: \u00b7 Prior to an audit HEMISPHERX will communicate to SCIEN the scope of the audit.", "probability": 0.017126054790419523 }, { "score": 11.472026824951172, "text": "At mutually agreed upon times, HEMISPHERX may review standard operating and other quality control procedures and records and the records of SCIEN relating to the Agreement. Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year.", "probability": 0.01679730570836863 }, { "score": 11.445819854736328, "text": "At mutually agreed upon times, HEMISPHERX may review standard operating and other quality control procedures and records and the records of SCIEN relating to the Agreement.", "probability": 0.016362817396228475 }, { "score": 11.439748764038086, "text": "Prior to an audit HEMISPHERX will communicate to SCIEN the scope of the audit. \u00b7 HEMISPHERX will prepare a written report of the results of the audit and forward a copy to SCIEN.", "probability": 0.016263778189939137 }, { "score": 11.416754722595215, "text": "Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year. SCIEN will make every reasonable effort to accommodate the special circumstances that may arise pursuant to \"for cause\" audits. The following applies to all audits: \u00b7 Prior to an audit HEMISPHERX will communicate to SCIEN the scope of the audit. \u00b7 HEMISPHERX will prepare a written report of the results of the audit and forward a copy to SCIEN. SCIEN will provide a written response to HEMISPHERX's written audit report within twenty (20) business days of receipt of such report setting forth the corrective actions to be taken by SCIEN, if any, and a timeline for such implementation.", "probability": 0.01589407497490917 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Uncapped Liability": [ { "score": 14.090591430664062, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.6741853468859326 }, { "score": 12.387787818908691, "text": "However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.12281773863823478 }, { "text": "", "score": 12.374984741210938, "probability": 0.12125531683413143 }, { "score": 10.951321601867676, "text": "Nothing in this Agreement shall exclude either party's liability for death or personal injury.", "probability": 0.029201942752804893 }, { "score": 10.583000183105469, "text": "However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns.", "probability": 0.020204671113742467 }, { "score": 10.131872177124023, "text": "Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.012868543112747596 }, { "score": 9.815289497375488, "text": "Nothing in this Agreement shall exclude either party's liability for death or personal injury.", "probability": 0.00937646789624401 }, { "score": 8.574502944946289, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT", "probability": 0.002711268435508027 }, { "score": 8.462555885314941, "text": "THE GRANTING OF ANY AND ALL LICENSES OR PRIVILEGES HEREIN IS SUBJECT THE THE SUCCESSFUL COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS.", "probability": 0.0024241223058394956 }, { "score": 7.497910022735596, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 6 of 28\n\n\n\n\n\n\n\n B. WARRANTIES Subject as herein provided HEMISPHERX warrants to SCIEN that:", "probability": 0.0009238769941275344 }, { "score": 7.451684951782227, "text": "Nothing in this Agreement shall exclude either party's liability for death or personal injury. Subject to the above WARRANTIES, HEMISPHERX shall indemnify and hold harmless SCIEN and its respective employees from any loss, damage or claim made by a third party in respect of (i) the death or personal injury arising from the manufacture or use of the Products in the Territory or (ii) infringement of third party intellectual property, if and to the extent such loss, damage or claim is caused by any act or omission of HEMISPHERX and is not attributable directly or indirectly to the breach of any of the material terms of this Agreement by SCIEN or by any wilful default or negligent act or omission of SCIEN, its employees or its agents. 1. The indemnity given by HEMISPHERX shall be subject to the following conditions:", "probability": 0.0008821427302441168 }, { "score": 7.22918176651001, "text": "Nothing in this Agreement shall exclude either party's liability for death or personal injury. Subject to the above WARRANTIES, HEMISPHERX shall indemnify and hold harmless SCIEN and its respective employees from any loss, damage or claim made by a third party in respect of (i) the death or personal injury arising from the manufacture or use of the Products in the Territory or (ii) infringement of third party intellectual property, if and to the extent such loss, damage or claim is caused by any act or omission of HEMISPHERX and is not attributable directly or indirectly to the breach of any of the material terms of this Agreement by SCIEN or by any wilful default or negligent act or omission of SCIEN, its employees or its agents.", "probability": 0.0007061662443207335 }, { "score": 6.87169885635376, "text": "However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT", "probability": 0.0004939171413997031 }, { "score": 6.732452392578125, "text": "CONDITION PRECEDENT: THE GRANTING OF ANY AND ALL LICENSES OR PRIVILEGES HEREIN IS SUBJECT THE THE SUCCESSFUL COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS.", "probability": 0.00042971461804234185 }, { "score": 6.577395915985107, "text": "Termination for breach will include:", "probability": 0.0003679933372812048 }, { "score": 6.566623687744141, "text": "neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.0003640505037396919 }, { "score": 6.252281665802002, "text": "Nothing in this Agreement shall exclude either party's liability for death or personal injury", "probability": 0.0002658548764402088 }, { "score": 5.855038642883301, "text": "Subject to the above WARRANTIES, HEMISPHERX shall indemnify and hold harmless SCIEN and its respective employees from any loss, damage or claim made by a third party in respect of (i) the death or personal injury arising from the manufacture or use of the Products in the Territory or (ii) infringement of third party intellectual property, if and to the extent such loss, damage or claim is caused by any act or omission of HEMISPHERX and is not attributable directly or indirectly to the breach of any of the material terms of this Agreement by SCIEN or by any wilful default or negligent act or omission of SCIEN, its employees or its agents. 1. The indemnity given by HEMISPHERX shall be subject to the following conditions:", "probability": 0.0001786998458755558 }, { "score": 5.827588081359863, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.\n\n{***}", "probability": 0.00017386115104650463 }, { "score": 5.795106410980225, "text": "However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 6 of 28\n\n\n\n\n\n\n\n B. WARRANTIES Subject as herein provided HEMISPHERX warrants to SCIEN that:", "probability": 0.00016830458229735384 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Cap On Liability": [ { "score": 14.727856636047363, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.5190055594725437 }, { "score": 14.335659980773926, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.3506252326226774 }, { "score": 12.317012786865234, "text": "However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.046575318077218604 }, { "text": "", "score": 12.224605560302734, "probability": 0.042464291351057275 }, { "score": 11.090727806091309, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 6 of 28\n\n\n\n\n\n\n\n B. WARRANTIES Subject as herein provided HEMISPHERX warrants to SCIEN that: \u00b7 All Product(s) supplied hereunder will comply with the Dossier and with any specification agreed for them in the Quality Agreement; \u00b7 It is not aware of any rights of any third party in the Territory which would or might render the sale of the Product, or the use of any of the Trademarks on or in relation to the Products, unlawful; \u00b7 It is the owner or the permitted licensee of all Intellectual Property Rights and it is not aware of any claims of any third party in the Territory or worldwide related to the fact that the Products infringes any intellectual property of such third party. \u00b7 Nothing in this Agreement shall exclude either party's liability for death or personal injury.", "probability": 0.01366428869603352 }, { "score": 10.21744155883789, "text": "Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.0057058930990964395 }, { "score": 9.923072814941406, "text": "However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns.", "probability": 0.00425090020690185 }, { "score": 9.675118446350098, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT", "probability": 0.003317383617772443 }, { "score": 9.609893798828125, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT", "probability": 0.003107913988151177 }, { "score": 9.562091827392578, "text": "THE GRANTING OF ANY AND ALL LICENSES OR PRIVILEGES HEREIN IS SUBJECT THE THE SUCCESSFUL COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS.", "probability": 0.0029628444991899533 }, { "score": 9.402872085571289, "text": "CONDITION PRECEDENT: THE GRANTING OF ANY AND ALL LICENSES OR PRIVILEGES HEREIN IS SUBJECT THE THE SUCCESSFUL COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS.", "probability": 0.0025267402784818816 }, { "score": 9.293476104736328, "text": "Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.0022649078271470176 }, { "score": 8.51480770111084, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 6 of 28\n\n\n\n\n\n\n\n B. WARRANTIES Subject as herein provided HEMISPHERX warrants to SCIEN that:", "probability": 0.0010396308103331783 }, { "score": 8.201578140258789, "text": "Nothing in this Agreement shall exclude either party's liability for death or personal injury.", "probability": 0.0007600554401573006 }, { "score": 8.18159294128418, "text": "Nothing in this Agreement shall exclude either party's liability for death or personal injury.", "probability": 0.0007450163610062386 }, { "score": 7.656471252441406, "text": "However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT", "probability": 0.00044066479764215513 }, { "score": 6.81386661529541, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 6 of 28\n\n\n\n\n\n\n\n B. WARRANTIES Subject as herein provided HEMISPHERX warrants to SCIEN that: \u00b7 All Product(s) supplied hereunder will comply with the Dossier and with any specification agreed for them in the Quality Agreement; \u00b7 It is not aware of any rights of any third party in the Territory which would or might render the sale of the Product, or the use of any of the Trademarks on or in relation to the Products, unlawful; \u00b7 It is the owner or the permitted licensee of all Intellectual Property Rights and it is not aware of any claims of any third party in the Territory or worldwide related to the fact that the Products infringes any intellectual property of such third party. \u00b7 Nothing in this Agreement shall exclude either party's liability for death or personal injury", "probability": 0.00018974476998449963 }, { "score": 6.5830817222595215, "text": "NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.0001506403127059261 }, { "score": 6.278817176818848, "text": "neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.00011112219089787619 }, { "score": 6.088360786437988, "text": "Nothing in this Agreement shall exclude either party's liability for death or personal injury. Subject to the above WARRANTIES, HEMISPHERX shall indemnify and hold harmless SCIEN and its respective employees from any loss, damage or claim made by a third party in respect of (i) the death or personal injury arising from the manufacture or use of the Products in the Territory or (ii) infringement of third party intellectual property, if and to the extent such loss, damage or claim is caused by any act or omission of HEMISPHERX and is not attributable directly or indirectly to the breach of any of the material terms of this Agreement by SCIEN or by any wilful default or negligent act or omission of SCIEN, its employees or its agents. 1. The indemnity given by HEMISPHERX shall be subject to the following conditions:", "probability": 9.185158100132248e-05 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Liquidated Damages": [ { "text": "", "score": 12.141464233398438, "probability": 0.9250164762612882 }, { "score": 8.434446334838867, "text": "Termination for breach will include:", "probability": 0.02270973417762465 }, { "score": 8.294707298278809, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.019748047277003803 }, { "score": 7.333770751953125, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.007554308540310072 }, { "score": 6.55513334274292, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.0034676622330911846 }, { "score": 6.402337551116943, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.0029763117531486586 }, { "score": 6.390072822570801, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.0029400310387726345 }, { "score": 6.304115295410156, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D.", "probability": 0.002697870104556144 }, { "score": 6.056204319000244, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.002105497192338924 }, { "score": 6.014972686767578, "text": "Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years, 3. Insolvency, or the filing for protection under either Party's bankruptcy laws.", "probability": 0.0020204494827992434 }, { "score": 5.944191932678223, "text": "B. Termination for breach will include:", "probability": 0.001882384358030514 }, { "score": 5.876747131347656, "text": "If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "probability": 0.0017596139659741365 }, { "score": 5.590967655181885, "text": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months.", "probability": 0.0013222237408354314 }, { "score": 5.279674053192139, "text": "Termination for breach will include", "probability": 0.0009685272786292056 }, { "score": 5.0244245529174805, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "probability": 0.0007503405334095104 }, { "score": 4.8435163497924805, "text": "B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.000626168149780755 }, { "score": 4.531927108764648, "text": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 6 of 28\n\n\n\n\n\n\n\n B. WARRANTIES Subject as herein provided HEMISPHERX warrants to SCIEN that:", "probability": 0.00045853182658908654 }, { "score": 4.365426540374756, "text": "Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.0003882032860305182 }, { "score": 4.210217475891113, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.00033239368712635213 }, { "score": 4.021486759185791, "text": "Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,", "probability": 0.00027522511266094924 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Warranty Duration": [ { "score": 13.080183982849121, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.39758893248953503 }, { "text": "", "score": 11.915590286254883, "probability": 0.12406739698350383 }, { "score": 11.539604187011719, "text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "probability": 0.08518614836706305 }, { "score": 11.517311096191406, "text": "If, for any reason, at any time, HEMISPHERX shall be unable, or should reasonably anticipate being unable to deliver any part or all of the ordered Product in accordance with the terms hereof or the accompanying purchase order, HEMISPHERX shall notify SCIEN of such inability at the earliest possible time (but no later than five (5) workings after HEMISPHERX becomes aware of this their inability to supply Product, whereupon HEMISPHERX and SCIEN will devise a plan to manage the situation.", "probability": 0.08330809738457666 }, { "score": 11.372145652770996, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "probability": 0.07205144001148518 }, { "score": 10.9068021774292, "text": "SCIEN shall have the right to return and demand replacement of any Product which violates this warranty.", "probability": 0.04524249649967601 }, { "score": 10.389161109924316, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "probability": 0.02696111831415785 }, { "score": 10.197051048278809, "text": "3) confirming the product labelling requirements in the territory 4) conforming to all labeled specifications concerning the shipping, handling and storage of Product 5) notifying HEMISPHERX of any unacceptable storage or handling deviation within one (1) business day 6) inspecting all product shipments received by SCIEN from HEMISPHERX and reporting any damage, defect, loss in transit, or other shipping errors to HEMISPHERX within one (1) business days of receipt by SCIEN", "probability": 0.022248747258396838 }, { "score": 10.029695510864258, "text": "3) confirming the product labelling requirements in the territory 4) conforming to all labeled specifications concerning the shipping, handling and storage of Product 5) notifying HEMISPHERX of any unacceptable storage or handling deviation within one (1) business day 6) inspecting all product shipments received by SCIEN from HEMISPHERX and reporting any damage, defect, loss in transit, or other shipping errors to HEMISPHERX within one (1) business days of receipt by SCIEN 7) administering recalls, field alerts, warning letters, quarantines or withdrawals in accordance with HEMISPHERX instructions (See Attachment 2)", "probability": 0.0188201888118818 }, { "score": 9.913444519042969, "text": "H. SCIEN shall have the right to return and demand replacement of any Product which violates this warranty.", "probability": 0.01675470601279235 }, { "score": 9.777836799621582, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "probability": 0.01462995962629598 }, { "score": 9.683917999267578, "text": "HEMISPHERX interprets FDA 21 CFR 314.81, \"Other Post- Marketing Reports,\" to require a Field Alert Report to be made within three (3) days of an occurrence of an OOS result, whether that result is confirmed or not.", "probability": 0.013318481472170615 }, { "score": 9.67281723022461, "text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment", "probability": 0.013171453656073872 }, { "score": 9.601068496704102, "text": "HEMISPHERX interprets FDA 21 CFR 314.81, \"Other Post- Marketing Reports,\" to require a Field Alert Report to be made within three (3) days of an occurrence of an OOS result, whether that result is confirmed or not.", "probability": 0.01225952459033709 }, { "score": 9.567424774169922, "text": "If, for any reason, at any time, HEMISPHERX shall be unable, or should reasonably anticipate being unable to deliver any part or all of the ordered Product in accordance with the terms hereof or the accompanying purchase order, HEMISPHERX shall notify SCIEN of such inability at the earliest possible time (but no later than five (5) workings after HEMISPHERX becomes aware of this their inability to supply Product, whereupon HEMISPHERX and SCIEN will devise a plan to manage the situation. G. HEMISPHERX warrants that the Product (i) shall conform to the specifications set out in the SCIEN purchase order for Product and (ii) shall meet all, if any, reasonably applicable regulatory requirements in the Territory once Product is approved.", "probability": 0.011853929665201926 }, { "score": 9.476544380187988, "text": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment. B. The price that SCIEN will pay for Product under this Agreement is the Transfer Price, CIF. Taxes, duties, and other expenses to be paid by SCIEN. C. SCIEN shall pay HEMISPHERX for each order of Product within 75 days after receipt of the goods except for the for first purchase order which will be for 50 vials of Interferon alfa-n3 (human leukocyte derived) (\"First Order\") and paid once the MOH approves the use for Interferon alfa-n3 (human leukocyte derived) on 5 MERS patients.", "probability": 0.010824142283221207 }, { "score": 9.299962043762207, "text": "SCIEN shall pay HEMISPHERX for each order of Product within 75 days after receipt of the goods except for the for first purchase order which will be for 50 vials of Interferon alfa-n3 (human leukocyte derived) (\"First Order\") and paid once the MOH approves the use for Interferon alfa-n3 (human leukocyte derived) on 5 MERS patients.", "probability": 0.009072035857439154 }, { "score": 9.293103218078613, "text": "3) confirming the product labelling requirements in the territory 4) conforming to all labeled specifications concerning the shipping, handling and storage of Product 5) notifying HEMISPHERX of any unacceptable storage or handling deviation within one (1) business day 6) inspecting all product shipments received by SCIEN from HEMISPHERX and reporting any damage, defect, loss in transit, or other shipping errors to HEMISPHERX within one (1) business days of receipt by SCIEN 7) administering recalls, field alerts, warning letters, quarantines or withdrawals in accordance with HEMISPHERX instructions (See Attachment 2) 8) administering HEMISPHERX's Returned Goods Policy (See Attachment 3)", "probability": 0.009010025247977513 }, { "score": 9.124818801879883, "text": "3) confirming the product labelling requirements in the territory 4) conforming to all labeled specifications concerning the shipping, handling and storage of Product 5) notifying HEMISPHERX of any unacceptable storage or handling deviation within one (1) business day 6) inspecting all product shipments received by SCIEN from HEMISPHERX and reporting any damage, defect, loss in transit, or other shipping errors to HEMISPHERX within one (1) business days of receipt by SCIEN 7) administering recalls, field alerts, warning letters, quarantines or withdrawals in accordance with HEMISPHERX instructions (See Attachment 2) 8) administering HEMISPHERX's Returned Goods Policy (See Attachment 3) 9) immediately (within 24 hours of becoming aware of event) notifying HEMISPHERX of any serious and unexpected side effects (Adverse Experiences reported to SCIEN, as defined by 21CFR 314.80 and 21CFR 312.32))", "probability": 0.00761449340070791 }, { "score": 8.889301300048828, "text": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN. SCIEN shall, upon written receipt of a written request from HEMISPHERX, finish such Documentation in a format reasonably acceptable to HEMISPHERX with thirty (30) days of receipt of such request.", "probability": 0.006016682067506018 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Insurance": [ { "score": 12.885852813720703, "text": "HEMISPHERX recommends that all customers insure return goods shipments.", "probability": 0.37987881098127 }, { "score": 12.53764533996582, "text": "HEMISPHERX recommends that all customers insure return goods shipments.", "probability": 0.268176356203666 }, { "text": "", "score": 12.157979965209961, "probability": 0.18345683989065392 }, { "score": 11.29560375213623, "text": "HEMISPHERX recommends that all customers insure return goods shipments. HEMISPHERX will audit the quantities of return goods and final reimbursement will be based on HEMISPHERX count. All products will be reimbursed based on the price paid direct purchasing customers reimbursement will be issued in the form of credit or product replacement to the appropriate party.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 27 of 28\n\n\n\n\n\n\n\n To assist in accurate credit memo processing, please include the following information: 1. Purchasers Name and Mailing Address 2. Date and Quantity Return goods shipments which are deemed to be outside of this policy will not be returned to the customer or the third party processor and no reimbursement will be issued by HEMISPHERX. HEMISPHERX return goods policy is subject to change at any time and without prior notices to other parties.", "probability": 0.0774477272582509 }, { "score": 10.586932182312012, "text": "HEMISPHERX return goods policy is subject to change at any time and without prior notices to other parties.", "probability": 0.03812734159688077 }, { "score": 10.063667297363281, "text": "HEMISPHERX recommends that all customers insure return goods shipments", "probability": 0.02259360195874109 }, { "score": 9.652785301208496, "text": "HEMISPHERX recommends that all customers insure return goods shipments", "probability": 0.01498103055134365 }, { "score": 8.39513874053955, "text": "HEMISPHERX recommends that all customers insure return goods shipments. HEMISPHERX will audit the quantities of return goods and final reimbursement will be based on HEMISPHERX count. All products will be reimbursed based on the price paid direct purchasing customers reimbursement will be issued in the form of credit or product replacement to the appropriate party.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 27 of 28\n\n\n\n\n\n\n\n To assist in accurate credit memo processing, please include the following information: 1. Purchasers Name and Mailing Address 2. Date and Quantity Return goods shipments which are deemed to be outside of this policy will not be returned to the customer or the third party processor and no reimbursement will be issued by HEMISPHERX. HEMISPHERX return goods policy is subject to change at any time and without prior notices to other parties", "probability": 0.004259442189192683 }, { "score": 8.39474868774414, "text": "Return goods shipments which are deemed to be outside of this policy will not be returned to the customer or the third party processor and no reimbursement will be issued by HEMISPHERX. HEMISPHERX return goods policy is subject to change at any time and without prior notices to other parties.", "probability": 0.004257781105836063 }, { "score": 7.68646764755249, "text": "HEMISPHERX return goods policy is subject to change at any time and without prior notices to other parties", "probability": 0.0020969147907585924 }, { "score": 7.427104473114014, "text": "HEMISPHERX recommends that all customers insure return goods shipments. HEMISPHERX will audit the quantities of return goods and final reimbursement will be based on HEMISPHERX count. All products will be reimbursed based on the price paid direct purchasing customers reimbursement will be issued in the form of credit or product replacement to the appropriate party.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 27 of 28\n\n\n\n\n\n\n\n To assist in accurate credit memo processing, please include the following information: 1. Purchasers Name and Mailing Address 2. Date and Quantity Return goods shipments which are deemed to be outside of this policy will not be returned to the customer or the third party processor and no reimbursement will be issued by HEMISPHERX.", "probability": 0.0016178594409670976 }, { "score": 6.640939712524414, "text": "EMISPHERX recommends that all customers insure return goods shipments.", "probability": 0.000737078545524395 }, { "score": 6.507086753845215, "text": "HEMISPHERX is not responsible for shipments lost and/or damaged in transit. HEMISPHERX recommends that all customers insure return goods shipments.", "probability": 0.0006447363686654997 }, { "score": 6.398621082305908, "text": "Quality Assurance Signature: _____________________________________________________ Printed Name: _________________________________________________________________ Title: _________________________________________________________________________ Date: _________________________________________________________________________ Management Signature: ___________________________________________________________ Printed Name: Abdelrhman Mofeed Zhreldin Title: Business Development Manager Date: _________________________________________________________________________", "probability": 0.0005784637201158593 }, { "score": 5.696508884429932, "text": "Quality Assurance Signature: _____________________________________________________ Printed Name: Victoria Scott Title: Associate Director Quality and Regulatory Date: _________________________________________________________________________ Management Signature: __________________________________________________________ Printed Name: Wayne Springate Title: Senior Vice President Operations Date: _________________________________________________________________________ SCIEN.", "probability": 0.000286650479772742 }, { "score": 5.494284152984619, "text": "Return goods shipments which are deemed to be outside of this policy will not be returned to the customer or the third party processor and no reimbursement will be issued by HEMISPHERX. HEMISPHERX return goods policy is subject to change at any time and without prior notices to other parties", "probability": 0.00023416802228274267 }, { "score": 5.415919303894043, "text": "HEMISPHERX is not responsible for shipments lost and/or damaged in transit. HEMISPHERX recommends that all customers insure return goods shipments.", "probability": 0.00021651807960851378 }, { "score": 5.0622968673706055, "text": "Quality Assurance Signature: _____________________________________________________ Printed Name: Victoria Scott Title: Associate Director Quality and Regulatory Date: _________________________________________________________________________ Management Signature: __________________________________________________________ Printed Name: Wayne Springate Title: Senior Vice President Operations Date: _________________________________________________________________________ SCIEN. Quality Assurance Signature: _____________________________________________________ Printed Name: _________________________________________________________________ Title: _________________________________________________________________________ Date: _________________________________________________________________________ Management Signature: ___________________________________________________________ Printed Name: Abdelrhman Mofeed Zhreldin Title: Business Development Manager Date: _________________________________________________________________________", "probability": 0.00015202600869083964 }, { "score": 4.947423458099365, "text": "all customers insure return goods shipments.", "probability": 0.0001355279926417694 }, { "score": 4.835066795349121, "text": "HEMISPHERX recommends that all customers insure return goods shipments. HEMISPHERX will audit the quantities of return goods and final reimbursement will be based on HEMISPHERX count. All products will be reimbursed based on the price paid direct purchasing customers reimbursement will be issued in the form of credit or product replacement to the appropriate party.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 27 of 28\n\n\n\n\n\n\n\n To assist in accurate credit memo processing, please include the following information: 1. Purchasers Name and Mailing Address 2. Date and Quantity Return goods shipments which are deemed to be outside of this policy will not be returned to the customer or the third party processor and no reimbursement will be issued by HEMISPHERX", "probability": 0.00012112481513727697 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Covenant Not To Sue": [ { "score": 14.223123550415039, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.47064838252645796 }, { "score": 13.508024215698242, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.2302146067230385 }, { "score": 12.57539176940918, "text": "SCIEN shall not institute any suit or take any action on account of any such infringements or imitation without first obtaining the written consent of the HEMISPHERX so to do.", "probability": 0.0905932312779181 }, { "score": 12.340555191040039, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX. I. SCIEN agrees to assist HEMISPHERX to the extent necessary in the procurement of any protection or to protect any of HEMISPHERX's right to Interferon alfa-n3 (human leukocyte derived) and HEMISPHERX, if it so desires, may commence or prosecute any claims or suits in its own name or in the name of SCIEN or join SCIEN as a party thereto.", "probability": 0.07163207309572987 }, { "text": "", "score": 12.147409439086914, "probability": 0.05905074564887584 }, { "score": 11.417165756225586, "text": "SCIEN agrees to assist HEMISPHERX to the extent necessary in the procurement of any protection or to protect any of HEMISPHERX's right to Interferon alfa-n3 (human leukocyte derived) and HEMISPHERX, if it so desires, may commence or prosecute any claims or suits in its own name or in the name of SCIEN or join SCIEN as a party thereto.", "probability": 0.028450151540617898 }, { "score": 11.183939933776855, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX", "probability": 0.02253180044930037 }, { "score": 10.750187873840332, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX", "probability": 0.01460224968317112 }, { "score": 9.395833969116211, "text": "attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.0037690451744617844 }, { "score": 8.816161155700684, "text": "2. SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.002110972805695957 }, { "score": 8.05661392211914, "text": "SCIEN shall not institute any suit or take any action on account of any such infringements or imitation without first obtaining the written consent of the HEMISPHERX so to do", "probability": 0.0009876781958537673 }, { "score": 7.975348472595215, "text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "probability": 0.0009105888539315133 }, { "score": 7.925434112548828, "text": "2. SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.0008662530941802944 }, { "score": 7.798967361450195, "text": "SCIEN recognizes that there exists great value and good will associated with the Intellectual Property of Interferon alfa-n3 (human leukocyte derived)\" 2. SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.0007633452135215429 }, { "score": 7.648691654205322, "text": "2. SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX. I. SCIEN agrees to assist HEMISPHERX to the extent necessary in the procurement of any protection or to protect any of HEMISPHERX's right to Interferon alfa-n3 (human leukocyte derived) and HEMISPHERX, if it so desires, may commence or prosecute any claims or suits in its own name or in the name of SCIEN or join SCIEN as a party thereto.", "probability": 0.0006568361945795135 }, { "score": 7.4975762367248535, "text": "Each Party shall promptly notify the other Party in writing if any claim, action, demand or other proceeding (a \"Claim\") is brought against or is threatened to be brought against such Party alleging that the sale of Product violates another party's intellectual property.", "probability": 0.0005647139086872617 }, { "score": 7.325072288513184, "text": "Each Party shall promptly notify the other Party in writing if any claim, action, demand or other proceeding (a \"Claim\") is brought against or is threatened to be brought against such Party alleging that the sale of Product violates another party's intellectual property.", "probability": 0.00047523779431995035 }, { "score": 7.223276615142822, "text": "attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "probability": 0.0004292414688438101 }, { "score": 7.169705867767334, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter,", "probability": 0.0004068517537302479 }, { "score": 6.978352069854736, "text": "SCIEN agrees that it will not during the term of this Agreement, or thereafter,", "probability": 0.0003359945970847293 } ], "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.10140609741211, "probability": 0.9998895365941437 }, { "score": 2.120621681213379, "text": "SCIEN will promptly notify HEMISPHERX of any Third party SCIEN knows or believes may be infringing HEMISPHERX Intellectual Property and will, to the greatest extent reasonably possible, provide to HEMISPHERX any information SCIEN has in support of such belief.", "probability": 4.6275639237945115e-05 }, { "score": 1.1516343355178833, "text": "SCIEN will promptly notify HEMISPHERX of any Third party SCIEN knows or believes may be infringing HEMISPHERX Intellectual Property and will, to the greatest extent reasonably possible, provide to HEMISPHERX any information SCIEN has in support of such belief. HEMISPHERX will have the right, but not the obligation, to use such information in an infringement action against such third Party.", "probability": 1.756008320572304e-05 }, { "score": 0.8381809592247009, "text": "Subject to the above WARRANTIES, HEMISPHERX shall indemnify and hold harmless SCIEN and its respective employees from any loss, damage or claim made by a third party in respect of (i) the death or personal injury arising from the manufacture or use of the Products in the Territory or (ii) infringement of third party intellectual property, if and to the extent such loss, damage or claim is caused by any act or omission of HEMISPHERX and is not attributable directly or indirectly to the breach of any of the material terms of this Agreement by SCIEN or by any wilful default or negligent act or omission of SCIEN, its employees or its agents. 1. The indemnity given by HEMISPHERX shall be subject to the following conditions:", "probability": 1.2834988909876506e-05 }, { "score": 0.0630447044968605, "text": "Subject as herein provided HEMISPHERX warrants to SCIEN that:", "probability": 5.912322283111648e-06 }, { "score": -0.3186206817626953, "text": "SCIEN will promptly notify HEMISPHERX of any Third party SCIEN knows or believes may be infringing HEMISPHERX Intellectual Property and will, to the greatest extent reasonably possible, provide to HEMISPHERX any information SCIEN has in support of such belief. HEMISPHERX will have the right, but not the obligation, to use such information in an infringement action against such third Party. 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SCIEN will promptly notify HEMISPHERX of any Third party SCIEN knows or believes may be infringing HEMISPHERX Intellectual Property and will, to the greatest extent reasonably possible, provide to HEMISPHERX any information SCIEN has in support of such belief.", "probability": 1.7379869964855728e-06 }, { "score": -1.3806588649749756, "text": "SCIEN will promptly notify HEMISPHERX of any Third party SCIEN knows or believes may be infringing HEMISPHERX Intellectual Property and will, to the greatest extent reasonably possible, provide to HEMISPHERX any information SCIEN has in support of such belief. HEMISPHERX will have the right, but not the obligation, to use such information in an infringement action against such third Party", "probability": 1.3956149270536221e-06 }, { "score": -1.5579166412353516, "text": "B. WARRANTIES Subject as herein provided HEMISPHERX warrants to SCIEN that:", "probability": 1.1689166150705593e-06 }, { "score": -1.6627192497253418, "text": "SCIEN agrees to cooperate fully and in good faith with HEMISPHERX for the purpose of securing and preserving HEMISPHERX's rights.", "probability": 1.0526120495831492e-06 }, { "score": -1.7004932165145874, "text": "B. WARRANTIES Subject as herein provided HEMISPHERX warrants to SCIEN that:", "probability": 1.013592321507755e-06 }, { "score": -1.7770960330963135, "text": "The indemnity given by HEMISPHERX shall be subject to the following conditions:", "probability": 9.388476668590472e-07 }, { "score": -1.826766014099121, "text": "THE GRANTING OF ANY AND ALL LICENSES OR PRIVILEGES HEREIN IS SUBJECT THE THE SUCCESSFUL COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS.", "probability": 8.933543010873607e-07 }, { "score": -1.8302631378173828, "text": "HEMISPHERX will have the right, but not the obligation, to use such information in an infringement action against such third Party. 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The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year.", "probability": 4.448490063130393e-05 }, { "score": 6.292220592498779, "text": "Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year.", "probability": 4.226617413079912e-05 }, { "score": 6.035707473754883, "text": "The", "probability": 3.270323430645658e-05 }, { "score": 5.784956932067871, "text": "one (1) year.", "probability": 2.5450195883878012e-05 }, { "score": 5.638776779174805, "text": "The", "probability": 2.1989021077999395e-05 }, { "score": 5.625424385070801, "text": "Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year.", "probability": 2.1697366479335017e-05 }, { "score": 5.511119365692139, "text": "will commence on the date above, and shall continue for a term of one (1) year.", "probability": 1.9353743695609187e-05 }, { "score": 5.456851005554199, "text": "The Term of this Agreement will commence on the date above", "probability": 1.8331438070829457e-05 }, { "score": 5.333985328674316, "text": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 1.621200206897217e-05 }, { "score": 5.093921661376953, "text": "and shall continue for a term of one (1) year.", "probability": 1.2752000599862126e-05 }, { "score": 5.025014400482178, "text": "this Agreement will commence on the date above, and shall continue for a term of one (1) year.", "probability": 1.1902886196055919e-05 }, { "score": 5.000345230102539, "text": "the date above, and shall continue for a term of one (1) year.", "probability": 1.1612844126139534e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Renewal Term": [ { "score": 13.971773147583008, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 0.7936936676756606 }, { "score": 11.846488952636719, "text": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 0.09476625470699242 }, { "text": "", "score": 11.593194961547852, "probability": 0.07356132350781854 }, { "score": 10.250555992126465, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld", "probability": 0.019210949873343652 }, { "score": 9.203845024108887, "text": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year.", "probability": 0.0067447839253432776 }, { "score": 8.679391860961914, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 0.003992095540723888 }, { "score": 8.597241401672363, "text": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year.", "probability": 0.003677252359703212 }, { "score": 8.125272750854492, "text": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld", "probability": 0.002293770983967196 }, { "score": 6.970975875854492, "text": "Phase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 0.0007231781423383174 }, { "score": 6.554108142852783, "text": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 0.0004766525658821658 }, { "score": 5.421270370483398, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 0.00015353830497593125 }, { "score": 5.342390060424805, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent,", "probability": 0.00014189250581878073 }, { "score": 5.233738899230957, "text": "mPhase shall have the right to", "probability": 0.00012728371973999997 }, { "score": 5.193626880645752, "text": "m", "probability": 0.00012227915539701035 }, { "score": 4.652298450469971, "text": ".", "probability": 7.11633657271721e-05 }, { "score": 4.5428242683410645, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either", "probability": 6.378410220571284e-05 }, { "score": 4.314197540283203, "text": "shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 5.074825583323696e-05 }, { "score": 4.2771430015563965, "text": "annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 4.8902215919754095e-05 }, { "score": 4.085032939910889, "text": "11. The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 4.0354892912688294e-05 }, { "score": 4.0792999267578125, "text": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year", "probability": 4.012419969630839e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Notice Period To Terminate Renewal": [ { "score": 13.666285514831543, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 0.4971479930212182 }, { "score": 13.068099021911621, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 0.27333585072840016 }, { "score": 11.950419425964355, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 0.0893911483544649 }, { "text": "", "score": 11.891273498535156, "probability": 0.08425734430166962 }, { "score": 11.259037971496582, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 0.04477456403546585 }, { "score": 8.537886619567871, "text": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 0.0029461194366357957 }, { "score": 8.383782386779785, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld", "probability": 0.002525362524290226 }, { "score": 8.117551803588867, "text": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 0.0019350903989748761 }, { "score": 7.491264820098877, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld", "probability": 0.00103444707789946 }, { "score": 7.243892669677734, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 0.0008077480481337494 }, { "score": 6.999872207641602, "text": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 0.0006328476578286292 }, { "score": 6.552511692047119, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 0.00040458797785930523 }, { "score": 6.246556758880615, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent,", "probability": 0.00029794660049566534 }, { "score": 5.524668216705322, "text": "Phase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 0.00014475255035136108 }, { "score": 4.8631911277771, "text": "Phase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 7.470512117715862e-05 }, { "score": 4.767922401428223, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either", "probability": 6.791656184250743e-05 }, { "score": 4.628808975219727, "text": ".", "probability": 5.909619227467635e-05 }, { "score": 4.610122203826904, "text": "11. The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 5.800212932816794e-05 }, { "score": 4.526974678039551, "text": "m", "probability": 5.337445157955001e-05 }, { "score": 4.483482360839844, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent,", "probability": 5.1102830110343175e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Governing Law": [ { "score": 15.7512788772583, "text": "The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York.", "probability": 0.9682148731390909 }, { "text": "", "score": 12.219781875610352, "probability": 0.028331012065864775 }, { "score": 9.72076416015625, "text": "The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York", "probability": 0.0023278365616427954 }, { "score": 8.034806251525879, "text": "15. The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York.", "probability": 0.00043127101270713704 }, { "score": 7.4770989418029785, "text": ".", "probability": 0.0002469113542544658 }, { "score": 6.332736968994141, "text": "The", "probability": 7.86232462672487e-05 }, { "score": 6.048994064331055, "text": "The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York.\n\n16. This Agreement, including the Schedules and Addenda hereto, constitutes the entire Agreement between the Parties concerning the subject matter hereof and supersedes all proposals, oral or written, all negotiations, conversations, and/or discussions between the Parties relating to this Agreement and all past courses of dealing or industry customs.", "probability": 5.920017542121175e-05 }, { "score": 5.849969387054443, "text": "validity, construction and performance of this Agreement shall be governed by the laws of the State of New York.", "probability": 4.851630018681215e-05 }, { "score": 5.797469139099121, "text": "this Agreement shall be governed by the laws of the State of New York.", "probability": 4.6034889659299775e-05 }, { "score": 5.701416015625, "text": "governed by the laws of the State of New York.", "probability": 4.18188191192024e-05 }, { "score": 5.497788429260254, "text": "the laws of the State of New York.", "probability": 3.411437569246292e-05 }, { "score": 5.0784406661987305, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.\n\n15. The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York.", "probability": 2.2429366550244288e-05 }, { "score": 4.919103145599365, "text": "Agreement shall be governed by the laws of the State of New York.", "probability": 1.9125711590178614e-05 }, { "score": 4.910025596618652, "text": "by the laws of the State of New York.", "probability": 1.8952882624911096e-05 }, { "score": 4.86393404006958, "text": "the State of New York.", "probability": 1.8099141040509293e-05 }, { "score": 4.811588287353516, "text": "New York.", "probability": 1.7176097345731546e-05 }, { "score": 4.540041923522949, "text": "shall be governed by the laws of the State of New York.", "probability": 1.3091620437455395e-05 }, { "score": 4.514012336730957, "text": "of this Agreement shall be governed by the laws of the State of New York.", "probability": 1.2755247779606083e-05 }, { "score": 4.19498348236084, "text": "construction and performance of this Agreement shall be governed by the laws of the State of New York.", "probability": 9.271210217549048e-06 }, { "score": 4.152634620666504, "text": "performance of this Agreement shall be governed by the laws of the State of New York.", "probability": 8.88678250809614e-06 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Most Favored Nation": [ { "text": "", "score": 12.05508041381836, "probability": 0.9237904528101483 }, { "score": 8.694080352783203, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.032056026570607715 }, { "score": 8.466263771057129, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.025525261796913463 }, { "score": 7.985805511474609, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 0.01578737169912806 }, { "score": 5.118444919586182, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.0008974927550835668 }, { "score": 4.890627861022949, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.0007146464818447453 }, { "score": 4.5726423263549805, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.0005199862946409188 }, { "score": 3.576847553253174, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.00019209838865122015 }, { "score": 3.5184426307678223, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.0001812002474418745 }, { "score": 2.4081735610961914, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 5.970009964601095e-05 }, { "score": 2.1486916542053223, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 4.605571147135658e-05 }, { "score": 2.101398468017578, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 4.392829284498456e-05 }, { "score": 1.6344528198242188, "text": "m", "probability": 2.7539268958670363e-05 }, { "score": 1.6209408044815063, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 2.7169660634056164e-05 }, { "score": 1.6079471111297607, "text": "In", "probability": 2.6818910102661327e-05 }, { "score": 1.4821925163269043, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement", "probability": 2.3649752381121784e-05 }, { "score": 1.4238665103912354, "text": "mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein.\n\n3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 2.2309813274116975e-05 }, { "score": 1.4066357612609863, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. m", "probability": 2.1928691415517292e-05 }, { "score": 1.2372982501983643, "text": "notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.8512725835695067e-05 }, { "score": 1.2008450031280518, "text": "mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.7850028976210317e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Compete": [ { "text": "", "score": 11.831783294677734, "probability": 0.9702339775203608 }, { "score": 7.6413116455078125, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.014688510759117842 }, { "score": 7.458338737487793, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.012232455412343005 }, { "score": 5.3264265060424805, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 0.0014508947973340708 }, { "score": 4.2594170570373535, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.0004991598063512364 }, { "score": 3.5074987411499023, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.00023533451776373566 }, { "score": 3.324525833129883, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.00019598440187295263 }, { "score": 3.1642117500305176, "text": "Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.", "probability": 0.0001669544449850214 }, { "score": 2.7139997482299805, "text": "mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 0.0001064322879322053 }, { "score": 2.2189712524414062, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 6.487617759627583e-05 }, { "score": 1.5860363245010376, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 3.445125978010256e-05 }, { "score": 0.7694263458251953, "text": "In", "probability": 1.5224950867210428e-05 }, { "score": 0.7185666561126709, "text": "Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.\n\no The 2-logos of each company can never be combined to form a compositE logo or suggest the \"two company's\" are part of one company.", "probability": 1.4469976213108092e-05 }, { "score": 0.6307668685913086, "text": "m", "probability": 1.3253691391866573e-05 }, { "score": 0.44779396057128906, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. m", "probability": 1.1037551162177794e-05 }, { "score": 0.12560439109802246, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 7.997377150621712e-06 }, { "score": 0.08705934882164001, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 7.694983241722129e-06 }, { "score": 0.0700826644897461, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5.", "probability": 7.565450568948763e-06 }, { "score": 0.03762507438659668, "text": "Phase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 7.323836590399549e-06 }, { "score": -0.09708666801452637, "text": "event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 6.400797376214296e-06 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Exclusivity": [ { "text": "", "score": 12.172124862670898, "probability": 0.999905795840969 }, { "score": 2.768874406814575, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 8.244784350770716e-05 }, { "score": -0.6061286926269531, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 2.8212013195263696e-06 }, { "score": -0.7587716579437256, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 2.421821223331441e-06 }, { "score": -0.7706732749938965, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 2.3931684797753468e-06 }, { "score": -1.1722866296768188, "text": "sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.6016027666722415e-06 }, { "score": -2.2063937187194824, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo", "probability": 5.694397865725763e-07 }, { "score": -2.894277334213257, "text": "Phase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 2.8622248599836374e-07 }, { "score": -3.2432780265808105, "text": "agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 2.0189923556350577e-07 }, { "score": -3.269798755645752, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.9661509991599292e-07 }, { "score": -3.277843475341797, "text": "m", "probability": 1.9503973174299407e-07 }, { "score": -3.3652286529541016, "text": "terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.7871960277808413e-07 }, { "score": -3.412273406982422, "text": ".", "probability": 1.7050648968990056e-07 }, { "score": -3.628350019454956, "text": "Lucent.", "probability": 1.3737257308603442e-07 }, { "score": -3.688021421432495, "text": "In", "probability": 1.2941513579119295e-07 }, { "score": -4.012759208679199, "text": "any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 9.353049725855503e-08 }, { "score": -4.015700817108154, "text": "Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 9.32557714254696e-08 }, { "score": -4.02101993560791, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 9.276104983428551e-08 }, { "score": -4.077092170715332, "text": "inures to the benefit of Lucent.", "probability": 8.770286744972647e-08 }, { "score": -4.096218109130859, "text": "may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 8.604140695036906e-08 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.151832580566406, "probability": 0.9992821595536733 }, { "score": 4.480051040649414, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.00046545290454163413 }, { "score": 3.6328940391540527, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.0001995079167170434 }, { "score": 1.0787369012832642, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.551328541672233e-05 }, { "score": 0.8118176460266113, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 1.1879064026793823e-05 }, { "score": 0.14844775199890137, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 6.119054745097418e-06 }, { "score": -0.03533935546875, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 5.091744607046528e-06 }, { "score": -0.15384459495544434, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 4.5227276952361605e-06 }, { "score": -0.37815213203430176, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT", "probability": 3.6139730937848075e-06 }, { "score": -1.225309133529663, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT", "probability": 1.5490637956647686e-06 }, { "score": -1.7235946655273438, "text": "m", "probability": 9.411669040202084e-07 }, { "score": -2.349316358566284, "text": "Lucent.", "probability": 5.034069051324821e-07 }, { "score": -2.35440731048584, "text": "In", "probability": 5.008505973237054e-07 }, { "score": -2.3905601501464844, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo", "probability": 4.830668297807054e-07 }, { "score": -2.491288185119629, "text": ".", "probability": 4.367788369466489e-07 }, { "score": -2.570751667022705, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. m", "probability": 4.034140650363167e-07 }, { "score": -2.589496612548828, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 3.959225239863259e-07 }, { "score": -2.6167449951171875, "text": "agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 3.852799307903373e-07 }, { "score": -2.9017629623413086, "text": "event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 2.8973079415263963e-07 }, { "score": -3.044886589050293, "text": "Phase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 2.5109430083517786e-07 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Competitive Restriction Exception": [ { "text": "", "score": 12.01553726196289, "probability": 0.9689750195268588 }, { "score": 7.7095136642456055, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.013068636955857993 }, { "score": 7.54850959777832, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.01112518178042007 }, { "score": 5.982950687408447, "text": "Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.", "probability": 0.002324842412940998 }, { "score": 5.891702175140381, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 0.002122094865922768 }, { "score": 5.041656017303467, "text": "Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 0.0009069731678213676 }, { "score": 3.9026899337768555, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.0002903673317684768 }, { "score": 3.881596326828003, "text": "Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 0.00028430658364166816 }, { "score": 3.7416858673095703, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.00024718640206558286 }, { "score": 3.585479736328125, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.00021143900939910338 }, { "score": 3.2143263816833496, "text": "In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nparties. Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 0.00014587983437939906 }, { "score": 2.313098907470703, "text": "mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 5.923755740783924e-05 }, { "score": 2.0267813205718994, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 4.4488831026798664e-05 }, { "score": 2.0159525871276855, "text": "In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third", "probability": 4.4009672357347544e-05 }, { "score": 1.8044538497924805, "text": "parties. Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 3.5620121851477856e-05 }, { "score": 1.671858310699463, "text": "Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers", "probability": 3.119678858766093e-05 }, { "score": 1.47878897190094, "text": "Although mPhase may receive Co-branding approval for one application, it has not been granted 'blanket use' of the Co-Branding Logo or the Lucent Marks on all other applications.", "probability": 2.5719406426985517e-05 }, { "score": 1.273374319076538, "text": "In", "probability": 2.0943559318678828e-05 }, { "score": 1.1484670639038086, "text": "Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.\n\no The 2-logos of each company can never be combined to form a compositE logo or suggest the \"two company's\" are part of one company.", "probability": 1.848434047530037e-05 }, { "score": 1.1423628330230713, "text": "parties. Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 1.8371851472078047e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.203593254089355, "probability": 0.999988680864543 }, { "score": -0.19420897960662842, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 4.12760363563027e-06 }, { "score": -0.2561655044555664, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 3.879632684536226e-06 }, { "score": -1.6697688102722168, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 9.437794009338018e-07 }, { "score": -2.2524662017822266, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 5.269971085349228e-07 }, { "score": -2.2768287658691406, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 5.143132408278123e-07 }, { "score": -3.020660877227783, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.", "probability": 2.444474570989029e-07 }, { "score": -3.505894660949707, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.5047043244192827e-07 }, { "score": -3.7280259132385254, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 1.2049826450983808e-07 }, { "score": -3.777111053466797, "text": "mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.", "probability": 1.1472640537951456e-07 }, { "score": -3.946824073791504, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 9.681841268343298e-08 }, { "score": -3.9631712436676025, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 9.524857183059958e-08 }, { "score": -4.006446361541748, "text": "Lucent Technologies", "probability": 9.121459362673362e-08 }, { "score": -4.02512788772583, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 8.952638407142537e-08 }, { "score": -4.242602825164795, "text": "mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 7.202825254397069e-08 }, { "score": -4.271132469177246, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.\n\n6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 7.000234870956745e-08 }, { "score": -4.559781074523926, "text": "In", "probability": 5.2451041367916716e-08 }, { "score": -4.733137607574463, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 4.410281691705747e-08 }, { "score": -4.763018608093262, "text": "7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 4.280447510133373e-08 }, { "score": -4.770864963531494, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 4.2469930170920045e-08 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Disparagement": [ { "text": "", "score": 11.713699340820312, "probability": 0.977480506646534 }, { "score": 7.93045711517334, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 0.02223652314969978 }, { "score": 2.5247230529785156, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 9.985881523593027e-05 }, { "score": 1.8479840755462646, "text": "In", "probability": 5.075541761806004e-05 }, { "score": 1.0379633903503418, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement", "probability": 2.2578489886590593e-05 }, { "score": 0.9911417961120605, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent", "probability": 2.1545696190893977e-05 }, { "score": 0.9895210266113281, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo,", "probability": 2.1510803867480728e-05 }, { "score": 0.8761544227600098, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN,", "probability": 1.920534662908493e-05 }, { "score": -0.20874571800231934, "text": "Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 6.490168995664592e-06 }, { "score": -0.3855174779891968, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 5.4385735411556994e-06 }, { "score": -0.49417924880981445, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase", "probability": 4.878584122638696e-06 }, { "score": -0.5234122276306152, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN", "probability": 4.738032950088826e-06 }, { "score": -0.6646404266357422, "text": "In the event that", "probability": 4.113992059602637e-06 }, { "score": -0.740053653717041, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase,", "probability": 3.815152486001089e-06 }, { "score": -0.7810862064361572, "text": "mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 3.661775288573997e-06 }, { "score": -0.8215434551239014, "text": "mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein.\n\n3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 3.5165867034817263e-06 }, { "score": -0.9982218742370605, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent,", "probability": 2.947072820622232e-06 }, { "score": -1.082810401916504, "text": "event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 2.7080366416715883e-06 }, { "score": -1.083221673965454, "text": "2. mPhase agrees to abide by the guidelines appearing on Schedule B of this Agreement specifying the dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein.\n\n3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 2.7069231308869626e-06 }, { "score": -1.1624493598937988, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.\n\n2. mPhase agrees to abide by the guidelines appearing on Schedule B of this Agreement specifying the dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein.\n\n3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 2.5007355982121337e-06 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Termination For Convenience": [ { "score": 14.257787704467773, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 0.4951713127794361 }, { "score": 14.193055152893066, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 0.4641330410565145 }, { "text": "", "score": 11.705316543579102, "probability": 0.03856837454051492 }, { "score": 7.070309638977051, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 0.0003743461868650225 }, { "score": 6.810881614685059, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.00028880536344079596 }, { "score": 6.500077247619629, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination", "probability": 0.00021165309948556455 }, { "score": 6.271515846252441, "text": "the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 0.00016840759637137313 }, { "score": 6.246572017669678, "text": "Either party wishing to terminate", "probability": 0.00016425882439369448 }, { "score": 6.170942306518555, "text": "thirty (30) days prior to the desired date of termination.", "probability": 0.00015229412289439817 }, { "score": 5.984795093536377, "text": "Either", "probability": 0.0001264271758185609 }, { "score": 5.773719787597656, "text": "Lucent may terminate this Agreement without notice in the event of such a breach.", "probability": 0.0001023697389873433 }, { "score": 5.72273063659668, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.", "probability": 9.728083486160157e-05 }, { "score": 5.601304054260254, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 8.615736225578446e-05 }, { "score": 5.56025505065918, "text": "Either", "probability": 8.269229373310461e-05 }, { "score": 5.5381669998168945, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 8.088580648144531e-05 }, { "score": 4.999131679534912, "text": "the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 4.718155551190564e-05 }, { "score": 4.998493194580078, "text": "thirty (30) days prior to the desired date of termination.", "probability": 4.7151440413607286e-05 }, { "score": 4.991128921508789, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination", "probability": 4.6805479768552905e-05 }, { "score": 4.403870582580566, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon", "probability": 2.6016786029307604e-05 }, { "score": 4.3453497886657715, "text": "Either party wishing to terminate the Agreement must give written notice to the other party", "probability": 2.4537956222501058e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.24583911895752, "probability": 0.9975866063048716 }, { "score": 5.984745979309082, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.0019045501304772164 }, { "score": 3.8965585231781006, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.0002359957158212589 }, { "score": 2.845712423324585, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 8.251396499708514e-05 }, { "score": 2.4846696853637695, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 5.7508042854195994e-05 }, { "score": 1.7212778329849243, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.\n\n6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.\n\n7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 2.6803513009436266e-05 }, { "score": 1.3687233924865723, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 1.8839929382562412e-05 }, { "score": 1.2923071384429932, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 1.7453885119631205e-05 }, { "score": 0.9919077157974243, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.2924992552435128e-05 }, { "score": 0.9299309253692627, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement", "probability": 1.214826126460657e-05 }, { "score": 0.46563947200775146, "text": "8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 7.636158025045096e-06 }, { "score": 0.31787729263305664, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 6.587226671511778e-06 }, { "score": 0.1849948763847351, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 5.767565136793809e-06 }, { "score": -0.04345989227294922, "text": "If", "probability": 4.589610839750791e-06 }, { "score": -0.1479039192199707, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 4.134437184948103e-06 }, { "score": -0.2249208688735962, "text": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.\n\n7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 3.8279685566258535e-06 }, { "score": -0.3695722818374634, "text": "6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.\n\n7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 3.312432608645448e-06 }, { "score": -0.3899317979812622, "text": "7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 3.2456749660845734e-06 }, { "score": -0.5307145118713379, "text": "the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 2.8194465773152643e-06 }, { "score": -0.5612190961837769, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 2.7347390833959975e-06 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Change Of Control": [ { "score": 13.304689407348633, "text": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 0.7299970254885254 }, { "text": "", "score": 12.289987564086914, "probability": 0.264631585736615 }, { "score": 7.600046634674072, "text": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase", "probability": 0.0024312309351888885 }, { "score": 6.39584493637085, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 0.0007292023514263944 }, { "score": 5.588517189025879, "text": "the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 0.00032525956337776246 }, { "score": 5.395085334777832, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.0002680548612913051 }, { "score": 5.137206554412842, "text": "6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 0.00020712301363116873 }, { "score": 4.970987319946289, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 0.00017540430982434317 }, { "score": 4.882070541381836, "text": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings", "probability": 0.0001604812113497534 }, { "score": 4.784134864807129, "text": "This", "probability": 0.00014550947371010033 }, { "score": 4.650786399841309, "text": "This Agreement shall terminate in the event of a significant change in the management or ownership of m", "probability": 0.00012734408212063212 }, { "score": 4.591907978057861, "text": "in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 0.00012006272435181528 }, { "score": 4.4042816162109375, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 9.952291780142685e-05 }, { "score": 4.306581974029541, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "probability": 9.025945038371844e-05 }, { "score": 4.277720928192139, "text": "or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 8.769170045670659e-05 }, { "score": 4.275557994842529, "text": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.\n\n7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.", "probability": 8.750223412868929e-05 }, { "score": 4.224734306335449, "text": "mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 8.316616857520486e-05 }, { "score": 4.198609828948975, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 8.102163032262238e-05 }, { "score": 4.195639133453369, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.\n\n6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 8.07812968858512e-05 }, { "score": 4.077372074127197, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 7.177085003309593e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Anti-Assignment": [ { "score": 15.157522201538086, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 0.9465424401621074 }, { "text": "", "score": 12.117013931274414, "probability": 0.045254745538760216 }, { "score": 10.247527122497559, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent", "probability": 0.006978407435615422 }, { "score": 7.537152290344238, "text": "14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 0.00046414693691616073 }, { "score": 6.356292247772217, "text": ".", "probability": 0.00014249987662398874 }, { "score": 5.929274559020996, "text": "This", "probability": 9.297433107976732e-05 }, { "score": 5.887773036956787, "text": "not be assigned by mPhase without the prior written consent of Lucent.", "probability": 8.919472696498791e-05 }, { "score": 5.500425815582275, "text": "Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 6.05503167816392e-05 }, { "score": 5.4311394691467285, "text": "mPhase without the prior written consent of Lucent.", "probability": 5.6497046095284e-05 }, { "score": 5.372859001159668, "text": "be assigned by mPhase without the prior written consent of Lucent.", "probability": 5.3298483963152164e-05 }, { "score": 5.367951393127441, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.\n\n15.", "probability": 5.3037556683250685e-05 }, { "score": 5.366730690002441, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 5.297285307204993e-05 }, { "score": 4.952862739562988, "text": "This Agreement shall not be assigned by mPhase", "probability": 3.5019730306584275e-05 }, { "score": 4.744937419891357, "text": "shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 2.844539561092675e-05 }, { "score": 4.366907119750977, "text": "without the prior written consent of Lucent.", "probability": 1.9491062085249282e-05 }, { "score": 4.295806884765625, "text": "This Agreement shall not be assigned by mPhase without", "probability": 1.8153361876343975e-05 }, { "score": 4.185221195220947, "text": "This Agreement shall not be assigned", "probability": 1.625287930956192e-05 }, { "score": 4.135656833648682, "text": "This Agreement shall not be assigned by", "probability": 1.5466953563993985e-05 }, { "score": 3.978508949279785, "text": "Lucent.", "probability": 1.3217713150981325e-05 }, { "score": 3.976231098175049, "text": "13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 1.318763943320729e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.04420280456543, "probability": 0.9999952986246097 }, { "score": -1.1306167840957642, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.8977828199758954e-06 }, { "score": -2.021911144256592, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 7.783273443172567e-07 }, { "score": -2.131277561187744, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 6.976941106425981e-07 }, { "score": -3.3353328704833984, "text": "parties.", "probability": 2.0929096493570636e-07 }, { "score": -3.6597914695739746, "text": "In", "probability": 1.5130033900713215e-07 }, { "score": -3.6732583045959473, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 1.492764605086002e-07 }, { "score": -3.725252151489258, "text": "mPhase", "probability": 1.417133250754726e-07 }, { "score": -3.8960330486297607, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.194652199259832e-07 }, { "score": -4.291064262390137, "text": "Lucent Technologies", "probability": 8.047882196274126e-08 }, { "score": -4.325897693634033, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 7.77237316483833e-08 }, { "score": -4.400258541107178, "text": "Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase", "probability": 7.215378831120997e-08 }, { "score": -4.5645527839660645, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 6.12219354097486e-08 }, { "score": -4.702602863311768, "text": "parties. Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.\n\n11. The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold", "probability": 5.33276771595253e-08 }, { "score": -4.739978313446045, "text": "mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}", "probability": 5.1371318842500176e-08 }, { "score": -4.965595245361328, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 4.099553201955213e-08 }, { "score": -5.103312969207764, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. m", "probability": 3.572123613979589e-08 }, { "score": -5.21719217300415, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 3.187640745613614e-08 }, { "score": -5.414984703063965, "text": "Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}", "probability": 2.615586969718887e-08 }, { "score": -5.440439224243164, "text": "mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}.", "probability": 2.5498486736871436e-08 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Price Restrictions": [ { "text": "", "score": 11.908865928649902, "probability": 0.9995614081177809 }, { "score": 4.078222751617432, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.0003971955357628204 }, { "score": 0.49510693550109863, "text": "8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.1037657956514832e-05 }, { "score": 0.15495574474334717, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 7.855089659511144e-06 }, { "score": 0.05037325620651245, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 7.075083159329893e-06 }, { "score": -0.6894726753234863, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 3.3761407455561657e-06 }, { "score": -1.0990791320800781, "text": "If", "probability": 2.2414585876146828e-06 }, { "score": -1.266469955444336, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement", "probability": 1.8959802474714365e-06 }, { "score": -1.40958833694458, "text": "mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.6431540634839937e-06 }, { "score": -1.5534672737121582, "text": "7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.4229592293611558e-06 }, { "score": -1.6549913883209229, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.2855858809247665e-06 }, { "score": -2.3154587745666504, "text": "Lucent shall have the right to terminate this Agreement.", "probability": 6.641462927646137e-07 }, { "score": -2.665670156478882, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.", "probability": 4.6791706268404026e-07 }, { "score": -2.753110885620117, "text": "Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 4.2873985422483676e-07 }, { "score": -2.79995059967041, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 4.0912086283149244e-07 }, { "score": -2.9134840965270996, "text": "In", "probability": 3.6521167744092435e-07 }, { "score": -2.9363999366760254, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold", "probability": 3.569377095593638e-07 }, { "score": -3.130939483642578, "text": ".", "probability": 2.938359847187462e-07 }, { "score": -3.1476516723632812, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 2.88966148444417e-07 }, { "score": -3.149746894836426, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold", "probability": 2.883613339079818e-07 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Minimum Commitment": [ { "text": "", "score": 12.16317367553711, "probability": 0.998958307002497 }, { "score": 5.262874603271484, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.0010064345843383783 }, { "score": 0.7372116446495056, "text": "8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.0897204529294487e-05 }, { "score": 0.21664118766784668, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 6.474917292586287e-06 }, { "score": -0.055536746978759766, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement", "probability": 4.932065666118745e-06 }, { "score": -0.12907683849334717, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 4.582376765700562e-06 }, { "score": -0.33913469314575195, "text": "If", "probability": 3.7141875261322932e-06 }, { "score": -1.5271097421646118, "text": "7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.1322252049833986e-06 }, { "score": -2.0091514587402344, "text": "Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 6.991731808741526e-07 }, { "score": -2.3829379081726074, "text": ".", "probability": 4.811177378078197e-07 }, { "score": -2.4131174087524414, "text": "Lucent shall have the right to terminate this Agreement.", "probability": 4.6681475872575184e-07 }, { "score": -2.5057568550109863, "text": "mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 4.2551196626994727e-07 }, { "score": -3.0998096466064453, "text": "mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 2.349188837125684e-07 }, { "score": -3.232422351837158, "text": "this Agreement.", "probability": 2.0574294990738494e-07 }, { "score": -3.232670307159424, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement", "probability": 2.0569194117214183e-07 }, { "score": -3.4347620010375977, "text": "Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.6805443158127115e-07 }, { "score": -3.437863826751709, "text": "terminate this Agreement.", "probability": 1.675339636417402e-07 }, { "score": -3.4610869884490967, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 1.6368812442898807e-07 }, { "score": -3.4719319343566895, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality,", "probability": 1.6192252678403137e-07 }, { "score": -3.5804853439331055, "text": "determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.452657148385764e-07 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Volume Restriction": [ { "text": "", "score": 12.03937816619873, "probability": 0.9999892061257833 }, { "score": -0.2282165288925171, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 4.701610308853485e-06 }, { "score": -1.357323169708252, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 1.5201339076633813e-06 }, { "score": -1.6754871606826782, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 1.1058723020321034e-06 }, { "score": -1.744974136352539, "text": "Our Logo must always maintain a staging of 1/2 the diameter of the Innovation Ring of clearspace.", "probability": 1.0316376194813944e-06 }, { "score": -2.6532857418060303, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 4.1596084573786445e-07 }, { "score": -3.0211353302001953, "text": "Schedule B ----------\n\nCo-Branding Guidelines\n\nControl Specifications\n\no Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.\n\no The 2-logos of each company can never be combined to form a compositE logo or suggest the \"two company's\" are part of one company.\n\no Our Logo must always maintain a staging of 1/2 the diameter of the Innovation Ring of clearspace.", "probability": 2.8793695404765967e-07 }, { "score": -3.160936117172241, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 2.5037023432172385e-07 }, { "score": -3.295611619949341, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 2.1882345362331905e-07 }, { "score": -3.4285075664520264, "text": "8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.9159222978630492e-07 }, { "score": -3.6787819862365723, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 1.491712374318596e-07 }, { "score": -3.7929515838623047, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 1.33076651989209e-07 }, { "score": -3.87001633644104, "text": "In", "probability": 1.232063436419626e-07 }, { "score": -3.8852827548980713, "text": "If", "probability": 1.2133970871190803e-07 }, { "score": -3.9347305297851562, "text": "13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 1.1548565776192672e-07 }, { "score": -4.0557169914245605, "text": "7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.0232559993448027e-07 }, { "score": -4.181940078735352, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 9.019164525216936e-08 }, { "score": -4.249055862426758, "text": "Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 8.43370284226975e-08 }, { "score": -4.322517395019531, "text": "Our", "probability": 7.836359592255287e-08 }, { "score": -4.4011335372924805, "text": "In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nparties. Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 7.243889214787599e-08 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Ip Ownership Assignment": [ { "score": 13.249309539794922, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 0.4803279996442899 }, { "score": 12.924659729003906, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 0.34717167295193446 }, { "text": "", "score": 12.186033248901367, "probability": 0.1658681029916998 }, { "score": 8.091816902160645, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent", "probability": 0.002764822853563311 }, { "score": 7.742437839508057, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent", "probability": 0.00194954790643467 }, { "score": 6.335283279418945, "text": "This Agreement shall not be assigned by mPhase", "probability": 0.00047732529648356054 }, { "score": 5.848437786102295, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.00029334597909272967 }, { "score": 5.547954559326172, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 0.00021721105871161484 }, { "score": 5.446772575378418, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.00019630852282669228 }, { "score": 5.147551536560059, "text": "This Agreement shall not be assigned by mPhase", "probability": 0.00014554225820991972 }, { "score": 4.758626937866211, "text": "This", "probability": 9.864641391212809e-05 }, { "score": 4.592120170593262, "text": "14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 8.35157396511471e-05 }, { "score": 4.574909687042236, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.\n\n15. The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York.\n\n16. This Agreement, including the Schedules and Addenda hereto, constitutes the entire Agreement between the Parties concerning the subject matter hereof and supersedes all proposals, oral or written, all negotiations, conversations, and/or discussions between the Parties relating to this Agreement and all past courses of dealing or industry customs.\n\nIN WITNESS WHEREOF, the Parties by their duly authorized representatives, have executed this Agreement on the respective dates indicated below.\n\nLucent Technologies Inc. mPhase, Inc.", "probability": 8.209069144682382e-05 }, { "score": 4.524698257446289, "text": "This Agreement shall not be assigned by mPhase without", "probability": 7.80705730070248e-05 }, { "score": 4.469475746154785, "text": "mPhase without the prior written consent of Lucent.", "probability": 7.387619772621165e-05 }, { "score": 4.037886619567871, "text": "14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 4.79808302757663e-05 }, { "score": 3.9701030254364014, "text": "This", "probability": 4.483629500362753e-05 }, { "score": 3.552276849746704, "text": ".", "probability": 2.9523654575794262e-05 }, { "score": 3.3799424171447754, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.\n\n15. The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York.\n\n16. This Agreement, including the Schedules and Addenda hereto, constitutes the entire Agreement between the Parties concerning the subject matter hereof and supersedes all proposals, oral or written, all negotiations, conversations, and/or discussions between the Parties relating to this Agreement and all past courses of dealing or industry customs.", "probability": 2.4849990231917923e-05 }, { "score": 3.375108242034912, "text": ".", "probability": 2.4730150923139744e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.056325912475586, "probability": 0.9999762670693167 }, { "score": 0.16673791408538818, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 6.861313024162736e-06 }, { "score": 0.12787163257598877, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 6.59975511695501e-06 }, { "score": -0.43605780601501465, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 3.755055653437378e-06 }, { "score": -1.4151325225830078, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.4106186819710608e-06 }, { "score": -1.848805546760559, "text": "Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.", "probability": 9.142560226128781e-07 }, { "score": -2.188715934753418, "text": "Lucent Technologies", "probability": 6.507986210605262e-07 }, { "score": -2.387723445892334, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 5.333579343307873e-07 }, { "score": -2.6826467514038086, "text": "Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.\n\no The 2-logos of each company can never be combined to form a compositE logo or suggest the \"two company's\" are part of one company.\n\no Our Logo must always maintain a staging of 1/2 the diameter of the Innovation Ring of clearspace.\n\no The Lucent Logo may be reproduced in black or with the Innovation Ring in Lucent Red with black type.\n\no The Lucent co-branding Art shown in Schedule A above may not be altered in any way from the form in which it is provided to mPhase by Lucent Technologies.\n\no Since our mark is prominent, it is important that a form of each new or initial use of the Lucent Co-Branding Logo be reviewed individually prior to implementation. Although mPhase may receive Co-branding approval for one application, it has not been granted 'blanket use' of the Co-Branding Logo or the Lucent Marks on all other applications.", "probability": 3.971322862244631e-07 }, { "score": -2.7239320278167725, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 3.810704108533807e-07 }, { "score": -2.7821593284606934, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 3.595153458139203e-07 }, { "score": -2.924204111099243, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN", "probability": 3.1190918763186213e-07 }, { "score": -2.9292376041412354, "text": "In", "probability": 3.1034313955867854e-07 }, { "score": -2.929871082305908, "text": "In", "probability": 3.101466062125761e-07 }, { "score": -3.288064479827881, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 2.1677321425119491e-07 }, { "score": -3.3457491397857666, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 2.0462254774397259e-07 }, { "score": -3.586042642593384, "text": "Lucent Technologies\n\n------------------\n\n-4-\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nSchedule B ----------\n\nCo-Branding Guidelines\n\nControl Specifications\n\no Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.", "probability": 1.6091456125073438e-07 }, { "score": -3.808647632598877, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so", "probability": 1.2880099755849536e-07 }, { "score": -3.93072772026062, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 1.1399886258246139e-07 }, { "score": -3.9435322284698486, "text": "Lucent", "probability": 1.1254846881672854e-07 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__License Grant": [ { "text": "", "score": 11.820220947265625, "probability": 0.9996860288409973 }, { "score": 3.1733977794647217, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 0.00017562892168278686 }, { "score": 2.2719249725341797, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 7.130030198140196e-05 }, { "score": 1.2714805603027344, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.\n\n2. mPhase agrees to abide by the guidelines appearing on Schedule B of this Agreement specifying the dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein.\n\n3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 2.6218260942956857e-05 }, { "score": 0.04715871438384056, "text": "WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so.", "probability": 7.707040830471383e-06 }, { "score": -0.21234361827373505, "text": "WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so.\n\nNOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:\n\n1. mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 5.945484191359548e-06 }, { "score": -0.5311052799224854, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 4.322657219716501e-06 }, { "score": -0.7483651638031006, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods", "probability": 3.4785322112529718e-06 }, { "score": -0.8056988716125488, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods", "probability": 3.2847045823649314e-06 }, { "score": -0.8624306321144104, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 3.1035448497921037e-06 }, { "score": -1.1296076774597168, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.\n\n2. mPhase agrees to abide by the guidelines appearing on Schedule B of this Agreement specifying the dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding Logo.", "probability": 2.3758800418302082e-06 }, { "score": -1.5408166646957397, "text": "Although mPhase may receive Co-branding approval for one application, it has not been granted 'blanket use' of the Co-Branding Logo or the Lucent Marks on all other applications.", "probability": 1.5748482612054845e-06 }, { "score": -1.7170528173446655, "text": "TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so.", "probability": 1.320384223821445e-06 }, { "score": -1.8108543157577515, "text": "Lucent wishes to permit mPhase to do so.", "probability": 1.2021616057830435e-06 }, { "score": -1.833240032196045, "text": "Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 1.1755493356492632e-06 }, { "score": -1.8603124618530273, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"}", "probability": 1.1441512873341856e-06 }, { "score": -1.8745837211608887, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement", "probability": 1.1279387693140294e-06 }, { "score": -1.900270700454712, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"}", "probability": 1.0993343824456338e-06 }, { "score": -1.9765552282333374, "text": "TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so.\n\nNOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:\n\n1. mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 1.0185910633915003e-06 }, { "score": -2.0538008213043213, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement", "probability": 9.428715394141053e-07 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Transferable License": [ { "text": "", "score": 12.01197624206543, "probability": 0.978485795790073 }, { "score": 7.533239841461182, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 0.011103605438045698 }, { "score": 7.221811771392822, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.008132283844130813 }, { "score": 5.532525062561035, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.0015016358655821273 }, { "score": 3.433579921722412, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.00018407903971829102 }, { "score": 3.302353858947754, "text": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent", "probability": 0.0001614409056291705 }, { "score": 2.6718955039978027, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 8.594270139342984e-05 }, { "score": 2.6354198455810547, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so", "probability": 8.286436818515815e-05 }, { "score": 2.129424571990967, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 4.995936021985671e-05 }, { "score": 2.1066086292266846, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 4.8832395584827444e-05 }, { "score": 1.744293212890625, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 3.3990413202608365e-05 }, { "score": 1.7064647674560547, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 3.2728624919825355e-05 }, { "score": 1.2812026739120483, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 2.1391378804364113e-05 }, { "score": 0.9461331367492676, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so", "probability": 1.5301003952959723e-05 }, { "score": 0.6103515625, "text": "This", "probability": 1.0936839593488429e-05 }, { "score": 0.5915404558181763, "text": "14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 1.0733028503190041e-05 }, { "score": 0.5737619400024414, "text": "This Agreement shall not be assigned by mPhase", "probability": 1.0543897402941827e-05 }, { "score": 0.5461926460266113, "text": "13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 1.0257180053350227e-05 }, { "score": 0.41732192039489746, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 9.016959813250176e-06 }, { "score": 0.3770408630371094, "text": "m", "probability": 8.6609651917281e-06 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.032590866088867, "probability": 0.9944421927473609 }, { "score": 6.318439483642578, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.0032806139580352036 }, { "score": 5.76727294921875, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.0018905429307833454 }, { "score": 3.3159947395324707, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 0.00016293333380424098 }, { "score": 2.548107624053955, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 7.55998278904046e-05 }, { "score": 2.0691111087799072, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 4.682688441623967e-05 }, { "score": 1.9969414472579956, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 4.3566470523131426e-05 }, { "score": 1.0701769590377808, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.7245018886664807e-05 }, { "score": 0.07520246505737305, "text": "Although mPhase may receive Co-branding approval for one application, it has not been granted 'blanket use' of the Co-Branding Logo or the Lucent Marks on all other applications.", "probability": 6.3760504095977594e-06 }, { "score": -0.23436975479125977, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase", "probability": 4.678495705241435e-06 }, { "score": -0.3041849136352539, "text": "m", "probability": 4.363006870728075e-06 }, { "score": -0.32854747772216797, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 4.257997182710287e-06 }, { "score": -0.4669167995452881, "text": "In", "probability": 3.7077661634588272e-06 }, { "score": -0.4906470775604248, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 3.6208156023846264e-06 }, { "score": -0.7855360507965088, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase", "probability": 2.696110912217714e-06 }, { "score": -0.8202176094055176, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo", "probability": 2.6042084554057634e-06 }, { "score": -0.8553512096405029, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. m", "probability": 2.5143018558448767e-06 }, { "score": -1.018606185913086, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION R", "probability": 2.1355841090381904e-06 }, { "score": -1.086099624633789, "text": "The Lucent Logo may be reproduced in black or with the Innovation Ring in Lucent Red with black type.\n\no The Lucent co-branding Art shown in Schedule A above may not be altered in any way from the form in which it is provided to mPhase by Lucent Technologies.\n\no Since our mark is prominent, it is important that a form of each new or initial use of the Lucent Co-Branding Logo be reviewed individually prior to implementation. Although mPhase may receive Co-branding approval for one application, it has not been granted 'blanket use' of the Co-Branding Logo or the Lucent Marks on all other applications.", "probability": 1.996202764025977e-06 }, { "score": -1.3531980514526367, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by", "probability": 1.5282882696436279e-06 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.239801406860352, "probability": 0.9999170368713903 }, { "score": 2.114962577819824, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 4.006843079758449e-05 }, { "score": 1.7983779907226562, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 2.919519600189878e-05 }, { "score": 0.048836708068847656, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 5.0756921131388525e-06 }, { "score": -0.7649843692779541, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 2.2493511914016568e-06 }, { "score": -1.081568956375122, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 1.6389523523350662e-06 }, { "score": -1.15311861038208, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.525782776069754e-06 }, { "score": -1.7235270738601685, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 8.625165953066447e-07 }, { "score": -2.222838878631592, "text": "parties.", "probability": 5.235029078273743e-07 }, { "score": -2.92988920211792, "text": "Lucent Technologies", "probability": 2.5813746714038627e-07 }, { "score": -3.033557415008545, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase", "probability": 2.3271721536368682e-07 }, { "score": -3.1031455993652344, "text": "In", "probability": 2.170734692367537e-07 }, { "score": -3.350142002105713, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase", "probability": 1.6956553027698087e-07 }, { "score": -3.4078454971313477, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 1.6005795467764632e-07 }, { "score": -3.4730682373046875, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 1.4995169759597548e-07 }, { "score": -3.508389949798584, "text": "m", "probability": 1.44747596773933e-07 }, { "score": -3.576753616333008, "text": "parties. Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 1.3518278791491157e-07 }, { "score": -3.615542411804199, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 1.300396041947224e-07 }, { "score": -3.7448668479919434, "text": "mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}.\n\nWHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so.\n\nNOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:\n\n1. mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 1.1426434907288812e-07 }, { "score": -3.7651844024658203, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT", "probability": 1.1196620235304389e-07 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.837980270385742, "probability": 0.9999982375867357 }, { "score": -2.2336068153381348, "text": "Lucent Technologies", "probability": 7.740813634549178e-07 }, { "score": -3.4175117015838623, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 2.369317446887185e-07 }, { "score": -3.980131149291992, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.3498351432274853e-07 }, { "score": -4.485523223876953, "text": "Lucent Technologies\n\n------------------\n\n-4-\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nSchedule B", "probability": 8.143137005416358e-08 }, { "score": -4.517839431762695, "text": "Lucent Technologies\n\n------------------\n\n-4-\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nSchedule B ----------\n\nCo-Branding Guidelines\n\nControl Specifications\n\no Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.", "probability": 7.884188351787516e-08 }, { "score": -4.664270401000977, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.", "probability": 6.810246458287507e-08 }, { "score": -4.833485126495361, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 5.7500789471632824e-08 }, { "score": -5.0238261222839355, "text": "Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.\n\no The 2-logos of each company can never be combined to form a compositE logo or suggest the \"two company's\" are part of one company.\n\no Our Logo must always maintain a staging of 1/2 the diameter of the Innovation Ring of clearspace.\n\no The Lucent Logo may be reproduced in black or with the Innovation Ring in Lucent Red with black type.\n\no The Lucent co-branding Art shown in Schedule A above may not be altered in any way from the form in which it is provided to mPhase by Lucent Technologies.\n\no Since our mark is prominent, it is important that a form of each new or initial use of the Lucent Co-Branding Logo be reviewed individually prior to implementation. Although mPhase may receive Co-branding approval for one application, it has not been granted 'blanket use' of the Co-Branding Logo or the Lucent Marks on all other applications.", "probability": 4.7534591203178416e-08 }, { "score": -5.161746025085449, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 4.1410636952934826e-08 }, { "score": -5.218374252319336, "text": "Although mPhase may receive Co-branding approval for one application, it has not been granted 'blanket use' of the Co-Branding Logo or the Lucent Marks on all other applications.", "probability": 3.9130787131508916e-08 }, { "score": -5.5178399085998535, "text": "In", "probability": 2.900429421913133e-08 }, { "score": -5.5321855545043945, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 2.8591179170470177e-08 }, { "score": -5.594967842102051, "text": "6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.\n\n7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 2.6851346321990437e-08 }, { "score": -5.724365234375, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 2.359225711310086e-08 }, { "score": -5.730219841003418, "text": "Lucent", "probability": 2.3454537269360536e-08 }, { "score": -5.9874725341796875, "text": "Schedule B", "probability": 1.8134410571868673e-08 }, { "score": -6.003672122955322, "text": "Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.", "probability": 1.7843007257485382e-08 }, { "score": -6.0197882652282715, "text": "Schedule B ----------\n\nCo-Branding Guidelines\n\nControl Specifications\n\no Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.", "probability": 1.7557751598434486e-08 }, { "score": -6.026784896850586, "text": "Lucent Technologies\n\n------------------\n\n-4-\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nSchedule B ----------\n\nCo-Branding Guidelines\n\nControl Specifications\n\no Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.\n\no The 2-logos of each company can never be combined to form a compositE logo or suggest the \"two company's\" are part of one company.", "probability": 1.743533522889074e-08 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.162818908691406, "probability": 0.9999910046272162 }, { "score": -0.5413470268249512, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 3.0384138732408596e-06 }, { "score": -1.124654769897461, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 1.6955851185739473e-06 }, { "score": -1.2105469703674316, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.5560268532689193e-06 }, { "score": -2.2977547645568848, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 5.246247096889332e-07 }, { "score": -2.5457820892333984, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 4.093849222317089e-07 }, { "score": -2.7576138973236084, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 3.312336559378463e-07 }, { "score": -2.928173303604126, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so", "probability": 2.7929389911745416e-07 }, { "score": -2.973154306411743, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 2.6700933662718934e-07 }, { "score": -3.3465898036956787, "text": "In", "probability": 1.8379998515346317e-07 }, { "score": -3.628828525543213, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.3860240064801491e-07 }, { "score": -3.677736282348633, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.3198676474726652e-07 }, { "score": -3.7180533409118652, "text": "In", "probability": 1.2677128938159817e-07 }, { "score": -4.356115341186523, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 6.697521272797818e-08 }, { "score": -4.614108562469482, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 5.174508078705524e-08 }, { "score": -4.7267889976501465, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 4.6230924479405674e-08 }, { "score": -4.826685905456543, "text": "mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods.\n\n2. mPhase agrees to abide by the guidelines appearing on Schedule B of this Agreement specifying the dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein.\n\n3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 4.183578305969989e-08 }, { "score": -4.915622234344482, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 3.827571792912952e-08 }, { "score": -5.038203716278076, "text": "Upon", "probability": 3.385999457761592e-08 }, { "score": -5.042428016662598, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN", "probability": 3.3717261475503416e-08 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Source Code Escrow": [ { "text": "", "score": 12.260611534118652, "probability": 0.999989613018757 }, { "score": 0.27431178092956543, "text": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 6.2289041455716455e-06 }, { "score": -1.3725436925888062, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.", "probability": 1.2000280652413932e-06 }, { "score": -2.3020272254943848, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.\n\n6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 4.7372012337797014e-07 }, { "score": -2.6179392337799072, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.\n\n6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.\n\n7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 3.4540052373044654e-07 }, { "score": -2.6181576251983643, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.\n\n6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 3.4532509945644016e-07 }, { "score": -2.956740379333496, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 2.4614075238095146e-07 }, { "score": -3.083353281021118, "text": "In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third", "probability": 2.1686838195873096e-07 }, { "score": -3.1548166275024414, "text": "6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 2.0191105694666592e-07 }, { "score": -3.26151704788208, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.\n\n10. In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third", "probability": 1.8147662688340872e-07 }, { "score": -3.3440208435058594, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.671051194685456e-07 }, { "score": -3.5325045585632324, "text": "This", "probability": 1.3839879786915528e-07 }, { "score": -3.7280941009521484, "text": "5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.\n\n6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 1.1381221061531019e-07 }, { "score": -3.8463997840881348, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 1.0111354888184011e-07 }, { "score": -4.1697163581848145, "text": "mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.\n\n6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 7.318039502792796e-08 }, { "score": -4.182513236999512, "text": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.\n\n7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 7.224988091768553e-08 }, { "score": -4.182731628417969, "text": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "probability": 7.223410388655537e-08 }, { "score": -4.190855979919434, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 7.164962610254079e-08 }, { "score": -4.195199966430664, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.", "probability": 7.133905613746298e-08 }, { "score": -4.271116256713867, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 6.612372835575598e-08 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Post-Termination Services": [ { "text": "", "score": 12.369037628173828, "probability": 0.7725127979677034 }, { "score": 10.97507095336914, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 0.1916521290424577 }, { "score": 8.3534574508667, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.01393032889792915 }, { "score": 8.29827880859375, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.013182494246902354 }, { "score": 7.528444290161133, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "probability": 0.006104677237229868 }, { "score": 4.995484352111816, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 0.00048485534004741505 }, { "score": 4.902994632720947, "text": "12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 0.0004420225324236558 }, { "score": 4.895159721374512, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 0.0004385728566676019 }, { "score": 4.513495445251465, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold", "probability": 0.0002994243121644817 }, { "score": 4.308048725128174, "text": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld", "probability": 0.0002438162704072795 }, { "score": 4.159348487854004, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination", "probability": 0.00021012754725925837 }, { "score": 3.4312984943389893, "text": "Upon", "probability": 0.00010146000898853537 }, { "score": 3.3078842163085938, "text": "8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 8.968023890211231e-05 }, { "score": 3.1434414386749268, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement", "probability": 7.608169255759663e-05 }, { "score": 3.00003719329834, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 6.591746437588746e-05 }, { "score": 2.7997963428497314, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement", "probability": 5.39556584398403e-05 }, { "score": 2.298987865447998, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 3.26993137629162e-05 }, { "score": 2.1447839736938477, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent", "probability": 2.802649184204247e-05 }, { "score": 2.115156412124634, "text": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.\n\n7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 2.7208315364618847e-05 }, { "score": 1.9781447649002075, "text": "8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 2.3724564574223213e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Audit Rights": [ { "score": 12.862527847290039, "text": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 0.43443941995503194 }, { "score": 12.512147903442383, "text": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 0.30602798940334386 }, { "text": "", "score": 12.285009384155273, "probability": 0.2438462849649141 }, { "score": 8.668732643127441, "text": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement", "probability": 0.0065552175566999564 }, { "score": 8.283806800842285, "text": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement", "probability": 0.004460832749813419 }, { "score": 6.985595703125, "text": "9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 0.0012178954961890975 }, { "score": 6.570901870727539, "text": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo,", "probability": 0.0008044717192992723 }, { "score": 6.262698173522949, "text": "Phase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 0.000591098172108912 }, { "score": 6.224265098571777, "text": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo,", "probability": 0.0005688114682784229 }, { "score": 5.5485029220581055, "text": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.\n\n10. In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third", "probability": 0.0002893933582907177 }, { "score": 5.440403938293457, "text": "9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 0.00025974175313637777 }, { "score": 5.2027692794799805, "text": "Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 0.0002048039584663414 }, { "score": 5.018841743469238, "text": "Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 0.00017039609294686224 }, { "score": 4.728028297424316, "text": "m", "probability": 0.00012739751524441296 }, { "score": 4.6128153800964355, "text": "Phase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 0.0001135336560504153 }, { "score": 4.387240886688232, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 9.060639799806166e-05 }, { "score": 4.143460273742676, "text": "m", "probability": 7.100456819102404e-05 }, { "score": 4.056723117828369, "text": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B", "probability": 6.510537165915069e-05 }, { "score": 3.7795658111572266, "text": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B", "probability": 4.9345656760699104e-05 }, { "score": 3.723392963409424, "text": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.\n\n10. In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nparties.", "probability": 4.665018557703531e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Uncapped Liability": [ { "score": 13.957618713378906, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.8259547112845088 }, { "text": "", "score": 12.392007827758789, "probability": 0.17259176351654465 }, { "score": 6.817213535308838, "text": "13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.0006545120812825792 }, { "score": 6.377017974853516, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages", "probability": 0.00042144719192074837 }, { "score": 4.896068572998047, "text": "Neither", "probability": 9.584622475123366e-05 }, { "score": 4.77466344833374, "text": "consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 8.488861259053027e-05 }, { "score": 4.679568290710449, "text": ".", "probability": 7.718806135244363e-05 }, { "score": 3.3863868713378906, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages,", "probability": 2.118012792403439e-05 }, { "score": 3.2951717376708984, "text": "Neither Party shall be liable to the other for special, incidental,", "probability": 1.9333672142533674e-05 }, { "score": 3.273394823074341, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the", "probability": 1.891719566064917e-05 }, { "score": 2.467216730117798, "text": "shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 8.447691753492249e-06 }, { "score": 2.4567604064941406, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 8.359820162159393e-06 }, { "score": 2.302196979522705, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14.", "probability": 7.162603184789146e-06 }, { "score": 2.153980255126953, "text": "Neither Party shall be liable to the other for special, incidental, or", "probability": 6.175913234431055e-06 }, { "score": 2.0395843982696533, "text": "even if such Party has been advised of the possibility of such damages.", "probability": 5.508326777691709e-06 }, { "score": 2.0063462257385254, "text": "be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 5.3282493624588456e-06 }, { "score": 1.9671459197998047, "text": "Neither Party shall be liable to the other for special, incidental", "probability": 5.123421248361838e-06 }, { "score": 1.9327826499938965, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages", "probability": 4.950354343982967e-06 }, { "score": 1.9075736999511719, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.\n\n15. The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York.\n\n16. This Agreement, including the Schedules and Addenda hereto, constitutes the entire Agreement between the Parties concerning the subject matter hereof and supersedes all proposals, oral or written, all negotiations, conversations, and/or discussions between the Parties relating to this", "probability": 4.827120927231439e-06 }, { "score": 1.7985515594482422, "text": "possibility of such damages.", "probability": 4.328530327491386e-06 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Cap On Liability": [ { "score": 14.350778579711914, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.49772046775133244 }, { "score": 14.228096961975098, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.4402562712218713 }, { "text": "", "score": 12.234416961669922, "probability": 0.05995995913239908 }, { "score": 7.612323760986328, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages", "probability": 0.0005895379355303606 }, { "score": 7.518733978271484, "text": "13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.0005368664071150283 }, { "score": 7.265440464019775, "text": "13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.0004167371856988677 }, { "score": 5.824318885803223, "text": "consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 9.862592861816779e-05 }, { "score": 5.519549369812012, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages", "probability": 7.2716235303649e-05 }, { "score": 5.256124496459961, "text": "consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 5.587627130992739e-05 }, { "score": 5.165436744689941, "text": "Neither", "probability": 5.10319574758481e-05 }, { "score": 5.133082866668701, "text": ".", "probability": 4.9407299460382276e-05 }, { "score": 5.085747718811035, "text": "Neither", "probability": 4.7123085916008434e-05 }, { "score": 5.040499687194824, "text": ".", "probability": 4.5038379144450215e-05 }, { "score": 4.924344062805176, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 4.009931980783322e-05 }, { "score": 3.8206496238708496, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 1.3298682003501793e-05 }, { "score": 3.614426612854004, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages,", "probability": 1.0820493926971993e-05 }, { "score": 3.5070009231567383, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages,", "probability": 9.718353704109056e-06 }, { "score": 3.414548873901367, "text": "Neither Party shall be liable to the other for special, incidental, or", "probability": 8.860154327036285e-06 }, { "score": 3.4110798835754395, "text": "12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 8.829471786876262e-06 }, { "score": 3.3979997634887695, "text": "Neither Party shall be liable to the other for special, incidental,", "probability": 8.71473326827835e-06 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Liquidated Damages": [ { "score": 13.513567924499512, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.7836149400454253 }, { "text": "", "score": 12.213449478149414, "probability": 0.21353469075612508 }, { "score": 7.1803083419799805, "text": "13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.001391883922291837 }, { "score": 6.482027530670166, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.0006923784069060724 }, { "score": 5.112702369689941, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages", "probability": 0.0001760569418531511 }, { "score": 4.8054938316345215, "text": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.\n\n12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.000129489388787008 }, { "score": 4.731651306152344, "text": "consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 0.00012027206831408039 }, { "score": 4.72019100189209, "text": "Neither", "probability": 0.000118901581912542 }, { "score": 3.735227346420288, "text": ".", "probability": 4.440412864874464e-05 }, { "score": 3.5831851959228516, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.\n\n14. This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "probability": 3.814101842901094e-05 }, { "score": 3.0551862716674805, "text": "consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 2.249496211065733e-05 }, { "score": 3.055037498474121, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages,", "probability": 2.249161571224299e-05 }, { "score": 2.9360833168029785, "text": "12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.\n\n-2-\n\n13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 1.9969146813044565e-05 }, { "score": 2.640188694000244, "text": "Neither Party shall be liable to the other for special, incidental,", "probability": 1.4854365576772254e-05 }, { "score": 2.6230525970458984, "text": "Neither Party shall be liable to the other for special, incidental, or", "probability": 1.4601988284690973e-05 }, { "score": 2.284715414047241, "text": "shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "probability": 1.041055838342703e-05 }, { "score": 2.2358345985412598, "text": "even if such Party has been advised of the possibility of such damages.", "probability": 9.913918757304088e-06 }, { "score": 2.161080837249756, "text": "Neither Party shall be liable to the other for special, incidental", "probability": 9.19983862857528e-06 }, { "score": 2.031358242034912, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages", "probability": 8.08057754495096e-06 }, { "score": 1.8624534606933594, "text": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the", "probability": 6.824769495670218e-06 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Warranty Duration": [ { "text": "", "score": 11.892501831054688, "probability": 0.520795345763561 }, { "score": 11.781938552856445, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.46628352690799685 }, { "score": 7.3385114669799805, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.005481434243998918 }, { "score": 6.899164199829102, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 0.0035325483508819966 }, { "score": 5.729022026062012, "text": "8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.0010962303602559769 }, { "score": 5.562548637390137, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement", "probability": 0.0009281183337429586 }, { "score": 5.549443244934082, "text": "mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.0009160343344631631 }, { "score": 4.164115905761719, "text": "If", "probability": 0.00022923014705340694 }, { "score": 3.9156036376953125, "text": "Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.00017879041247035533 }, { "score": 3.3432250022888184, "text": "7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 0.00010087030717968089 }, { "score": 2.9843239784240723, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement", "probability": 7.045220808944719e-05 }, { "score": 2.89791202545166, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality", "probability": 6.461991387008021e-05 }, { "score": 2.791822910308838, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.", "probability": 5.8115564083730424e-05 }, { "score": 2.687211751937866, "text": "mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 5.234321675361008e-05 }, { "score": 2.455737590789795, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 4.1527181671448925e-05 }, { "score": 2.4216771125793457, "text": "Lucent is generally aware of the current quality of mPhase's Goods.", "probability": 4.0136563010619506e-05 }, { "score": 2.314114570617676, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.", "probability": 3.6043450633103336e-05 }, { "score": 2.2546489238739014, "text": "Lucent shall have the right to terminate this Agreement.", "probability": 3.3962586645152206e-05 }, { "score": 2.1589183807373047, "text": "Lucent is generally aware of the current quality of mPhase's Goods.", "probability": 3.0862102744838296e-05 }, { "score": 2.1241679191589355, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality,", "probability": 2.9808050893497336e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Insurance": [ { "text": "", "score": 12.228192329406738, "probability": 0.9999980921024642 }, { "score": -1.6562881469726562, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 9.333529757009979e-07 }, { "score": -3.4243435859680176, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 1.5929025062162787e-07 }, { "score": -3.426990509033203, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.5886917910100096e-07 }, { "score": -3.8085989952087402, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 1.0846988799170684e-07 }, { "score": -4.351309776306152, "text": "If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.\n\n9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "probability": 6.303951949736871e-08 }, { "score": -4.381796360015869, "text": "Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 6.114665992481342e-08 }, { "score": -4.466233253479004, "text": "Lucent Technologies", "probability": 5.619559348926686e-08 }, { "score": -4.530939102172852, "text": "8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 5.267455425430068e-08 }, { "score": -4.635839462280273, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 4.7428918488358984e-08 }, { "score": -4.656002998352051, "text": "Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.", "probability": 4.648216084707663e-08 }, { "score": -4.933701515197754, "text": "7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 3.521140671251374e-08 }, { "score": -4.956096649169922, "text": "Lucent Technologies\n\n------------------\n\n-4-\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nSchedule B ----------\n\nCo-Branding Guidelines\n\nControl Specifications\n\no Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo can never appear on co-branded offers.", "probability": 3.443160699302171e-08 }, { "score": -5.138490200042725, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 2.8690940175352416e-08 }, { "score": -5.372408390045166, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.", "probability": 2.2706772081902302e-08 }, { "score": -5.380690097808838, "text": "In", "probability": 2.251949777717113e-08 }, { "score": -5.406754493713379, "text": "If", "probability": 2.1940123985042318e-08 }, { "score": -5.451297760009766, "text": "mPhase agrees to maintain the quality of its Goods associated with the Lucent Co-Branding Logo to a level of quality comparable to the current quality of their Goods.\n\n8. If Lucent determines that mPhase's Goods are no longer maintained at the current level of quality, Lucent shall so notify mPhase, in writing, and Lucent shall have the right to terminate this Agreement.", "probability": 2.098428532277227e-08 }, { "score": -5.496740818023682, "text": "Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination.", "probability": 2.005203774221829e-08 }, { "score": -5.827068328857422, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 1.4411165250827708e-08 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.113079071044922, "probability": 0.8924350629997962 }, { "score": 9.197200775146484, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.04833111018705336 }, { "score": 8.816457748413086, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 0.03302723188585495 }, { "score": 8.36135482788086, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.0209519036648875 }, { "score": 6.287679672241211, "text": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.", "probability": 0.0026341336797832456 }, { "score": 4.862760543823242, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.0006335826799718536 }, { "score": 4.8540425300598145, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.0006280831049652126 }, { "score": 4.251568794250488, "text": "mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.", "probability": 0.000343847675198458 }, { "score": 4.026914119720459, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.0002746627771064236 }, { "score": 3.567140817642212, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo", "probability": 0.00017342943085224294 }, { "score": 3.0362257957458496, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.0001019880608707087 }, { "score": 2.8167943954467773, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement", "probability": 8.189388762062584e-05 }, { "score": 2.7312943935394287, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo", "probability": 7.518294078363955e-05 }, { "score": 2.655482769012451, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 6.969389535909912e-05 }, { "score": 2.2916769981384277, "text": "In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third", "probability": 4.843908157922812e-05 }, { "score": 2.2912662029266357, "text": "In", "probability": 4.841918712300522e-05 }, { "score": 2.190000057220459, "text": "Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 4.37560556298056e-05 }, { "score": 2.1136512756347656, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT", "probability": 4.053967953302248e-05 }, { "score": 1.776015281677246, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's", "probability": 2.892323473213106e-05 }, { "score": 1.7477049827575684, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. m", "probability": 2.8115891299374832e-05 } ], "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.097976684570312, "probability": 0.9746121147691623 }, { "score": 7.9871320724487305, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.015977715157215452 }, { "score": 6.9770002365112305, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.005818619956660423 }, { "score": 5.533350944519043, "text": "In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third", "probability": 0.0013735708665053065 }, { "score": 5.310563564300537, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.0010992481439042593 }, { "score": 4.300431728363037, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 0.00040031425798417767 }, { "score": 3.917142391204834, "text": "In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.", "probability": 0.0002728604647677565 }, { "score": 3.3984010219573975, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 0.00016242545811040804 }, { "score": 2.2607626914978027, "text": "In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nparties.", "probability": 5.2069577170975116e-05 }, { "score": 2.166208505630493, "text": "parties.", "probability": 4.737177848995447e-05 }, { "score": 1.9721977710723877, "text": "3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement.\n\n4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.", "probability": 3.901772095227041e-05 }, { "score": 1.7988991737365723, "text": "parties. Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 3.280947445400633e-05 }, { "score": 1.4258768558502197, "text": "Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks.", "probability": 2.2594240103046245e-05 }, { "score": 1.2555804252624512, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.\n\n5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT", "probability": 1.905631572046906e-05 }, { "score": 1.0265202522277832, "text": "Lucent Technologies Inc. mPhase, Inc.", "probability": 1.5155119678991552e-05 }, { "score": 0.9966769218444824, "text": "m", "probability": 1.4709522557615481e-05 }, { "score": 0.7218329310417175, "text": "4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent", "probability": 1.1174686498601013e-05 }, { "score": 0.6957259178161621, "text": "mPhase, Inc.", "probability": 1.0886724085165332e-05 }, { "score": 0.5723309516906738, "text": "In the event that mPhase becomes aware of any unauthorized use of the Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase agrees to promptly notify Lucent and to cooperate fully, at Lucent's expense, in any enforcement of Lucent's rights against such third\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nparties. Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties'", "probability": 9.622933029583733e-06 }, { "score": 0.4672236442565918, "text": "mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase", "probability": 8.662832949486343e-06 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Document Name": [ { "score": 14.474806785583496, "text": "INTELLECTUAL PROPERTY AGREEMENT", "probability": 0.3331703032693552 }, { "score": 14.132604598999023, "text": "INTELLECTUAL PROPERTY AGREEMENT\n\nThis INTELLECTUAL PROPERTY AGREEMENT", "probability": 0.23661908074929008 }, { "score": 13.961858749389648, "text": "INTELLECTUAL PROPERTY AGREEMENT", "probability": 0.19947835701103128 }, { "score": 13.280462265014648, "text": "INTELLECTUAL PROPERTY AGREEMENT", "probability": 0.10091809627687845 }, { "score": 11.72770881652832, "text": "INTELLECTUAL PROPERTY AGREEMENT (", "probability": 0.021360764644682662 }, { "score": 11.499814987182617, "text": "Master Separation Agreement", "probability": 0.017007628557465928 }, { "score": 11.420021057128906, "text": "Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement", "probability": 0.01570325557030581 }, { "score": 11.385507583618164, "text": "INTELLECTUAL PROPERTY AGREEMENT\n\nThis INTELLECTUAL PROPERTY AGREEMENT (", "probability": 0.01517052769994446 }, { "score": 11.07696533203125, "text": "Master Separation Agreement", "probability": 0.0111430092360054 }, { "text": "", "score": 10.92234992980957, "probability": 0.009546713171268354 }, { "score": 10.846639633178711, "text": "ISTANCE AND TECHNOLOGY TRANSFER\n\nSection 6.1 Reserved.\n\nSection 6.2 Reserved.\n\nSection 6.3 No Additional Technical Assistance. Except as expressly set forth in the Master Separation Agreement", "probability": 0.008850612167297838 }, { "score": 10.485706329345703, "text": "Master Separation Agreement", "probability": 0.006169102245934605 }, { "score": 10.294490814208984, "text": "Master Separation Agreement", "probability": 0.005095398151233194 }, { "score": 10.275035858154297, "text": "Master Separation Agreement", "probability": 0.004997225473160678 }, { "score": 10.247724533081055, "text": "Master Separation Agreement", "probability": 0.004862591508401553 }, { "score": 9.65674877166748, "text": "Master Separation Agreement", "probability": 0.002692838297564899 }, { "score": 9.43649673461914, "text": "Master Separation Agreement", "probability": 0.0021605087567927233 }, { "score": 9.383459091186523, "text": "INTELLECTUAL PROPERTY AGREEMENT (this \"", "probability": 0.0020489061924213073 }, { "score": 9.104368209838867, "text": "INTELLECTUAL PROPERTY AGREEMENT (this", "probability": 0.0015499384256172331 }, { "score": 9.04125690460205, "text": "INTELLECTUAL PROPERTY AGREEMENT\n\nThis INTELLECTUAL PROPERTY AGREEMENT (this \"", "probability": 0.0014551425953480241 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Parties": [ { "score": 12.634053230285645, "text": "RemainCo and SpinCo are sometimes referred to herein individually as a \"Party,\" and collectively as the \"Parties.\"", "probability": 0.11892880656403222 }, { "score": 11.976078033447266, "text": "RemainCo\") and Babcock & Wilcox Enterprises, Inc.,", "probability": 0.06159310011058425 }, { "score": 11.97115707397461, "text": "The Babcock & Wilcox Company, a Delaware corporation, (\"RemainCo\") and Babcock & Wilcox Enterprises, Inc.,", "probability": 0.06129074750375048 }, { "score": 11.961721420288086, "text": "RemainCo\") and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (\"SpinCo\"). RemainCo and SpinCo are sometimes referred to herein individually as a \"Party,\" and collectively as the \"Parties.\"", "probability": 0.06071514908033899 }, { "score": 11.95680046081543, "text": "The Babcock & Wilcox Company, a Delaware corporation, (\"RemainCo\") and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (\"SpinCo\"). RemainCo and SpinCo are sometimes referred to herein individually as a \"Party,\" and collectively as the \"Parties.\"", "probability": 0.060417106222197696 }, { "score": 11.853046417236328, "text": "RemainCo and SpinCo are sometimes referred to herein individually as a \"Party,\" and collectively as the \"Parties.\"", "probability": 0.054462818357086704 }, { "score": 11.81692123413086, "text": "RemainCo\") and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (\"SpinCo", "probability": 0.05253045274707704 }, { "score": 11.812000274658203, "text": "The Babcock & Wilcox Company, a Delaware corporation, (\"RemainCo\") and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (\"SpinCo", "probability": 0.05227258751058592 }, { "text": "", "score": 11.753458023071289, "probability": 0.049300284050129616 }, { "score": 11.679752349853516, "text": "RemainCo", "probability": 0.04579725567111339 }, { "score": 11.678308486938477, "text": "Babcock & Wilcox Enterprises, Inc.,", "probability": 0.04573117842676012 }, { "score": 11.67483139038086, "text": "The Babcock & Wilcox Company, a Delaware corporation, (\"RemainCo", "probability": 0.04557244283309853 }, { "score": 11.663951873779297, "text": "Babcock & Wilcox Enterprises, Inc., a Delaware corporation (\"SpinCo\"). RemainCo and SpinCo are sometimes referred to herein individually as a \"Party,\" and collectively as the \"Parties.\"", "probability": 0.04507932399595507 }, { "score": 11.597223281860352, "text": "SpinCo\"). RemainCo and SpinCo are sometimes referred to herein individually as a \"Party,\" and collectively as the \"Parties.\"", "probability": 0.04216941104644593 }, { "score": 11.51915168762207, "text": "Babcock & Wilcox Enterprises, Inc., a Delaware corporation (\"SpinCo", "probability": 0.03900241265826884 }, { "score": 11.452423095703125, "text": "SpinCo", "probability": 0.036484770076348594 }, { "score": 11.402942657470703, "text": "The Babcock & Wilcox Company", "probability": 0.03472342311997276 }, { "score": 11.392797470092773, "text": "Babcock & Wilcox Enterprises, Inc.,", "probability": 0.03437292840948605 }, { "score": 11.251666069030762, "text": "RemainCo\") and Babcock & Wilcox Enterprises, Inc.,", "probability": 0.029848598540142216 }, { "score": 11.246917724609375, "text": "Babcock & Wilcox Enterprises, Inc., a Delaware corporation (\"SpinCo\"). RemainCo and SpinCo are sometimes referred to herein individually as a \"Party,\" and collectively as the \"Parties.\"", "probability": 0.02970720307662566 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Agreement Date": [ { "score": 16.16065216064453, "text": "June 26, 2015", "probability": 0.8648441365740734 }, { "score": 14.184088706970215, "text": "June 26, 2015", "probability": 0.11981942863179632 }, { "text": "", "score": 11.018187522888184, "probability": 0.005053518149552861 }, { "score": 10.606998443603516, "text": "\ndated as of\n\nJune 26, 2015", "probability": 0.0033497830572935903 }, { "score": 10.238906860351562, "text": "\n\nJune 26, 2015", "probability": 0.0023182300881100892 }, { "score": 10.05447769165039, "text": "June 26, 2015 (", "probability": 0.0019277910866490082 }, { "score": 8.979104042053223, "text": "dated as of\n\nJune 26, 2015", "probability": 0.0006577049734460493 }, { "score": 8.799386978149414, "text": "as of\n\nJune 26, 2015", "probability": 0.0005495168283696215 }, { "score": 8.386900901794434, "text": ", 2015", "probability": 0.0003637814669765623 }, { "score": 7.874242782592773, "text": "June 26, 2015\n\n", "probability": 0.00021786926971325722 }, { "score": 7.779935836791992, "text": "26, 2015", "probability": 0.0001982617756818174 }, { "score": 7.457179069519043, "text": "June 26", "probability": 0.0001435712588963713 }, { "score": 7.292015075683594, "text": "June 26, 2015 (the \"Effective Date\"),", "probability": 0.00012171320465418774 }, { "score": 7.131057262420654, "text": "\nJune 26, 2015", "probability": 0.00010361785727824767 }, { "score": 7.003688812255859, "text": "June", "probability": 9.122611751630136e-05 }, { "score": 6.662141799926758, "text": "26, 2015", "probability": 6.4831670096876e-05 }, { "score": 6.522254943847656, "text": "June 26,", "probability": 5.6368323685746656e-05 }, { "score": 6.406833648681641, "text": "June 26", "probability": 5.022365188278389e-05 }, { "score": 6.094808101654053, "text": "June", "probability": 3.6761846290469136e-05 }, { "score": 5.945533275604248, "text": "2015", "probability": 3.1664168036412564e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Effective Date": [ { "score": 16.016956329345703, "text": "June 26, 2015", "probability": 0.5304312081082867 }, { "score": 15.789152145385742, "text": "June 26, 2015", "probability": 0.4223718520351567 }, { "score": 12.45059585571289, "text": "WHEREFORE, the Parties have signed this Agreement effective as of the date first set forth above.", "probability": 0.01498919790970684 }, { "score": 12.040843963623047, "text": "\ndated as of\n\nJune 26, 2015", "probability": 0.009950053322830558 }, { "text": "", "score": 11.761280059814453, "probability": 0.007523368725167714 }, { "score": 11.661431312561035, "text": "\n\nJune 26, 2015", "probability": 0.006808455251894145 }, { "score": 11.182657241821289, "text": "June 26, 2015 (", "probability": 0.004218126990606622 }, { "score": 9.754867553710938, "text": "dated as of\n\nJune 26, 2015", "probability": 0.0010116690587342128 }, { "score": 9.595193862915039, "text": "June 26, 2015 (the \"Effective Date\"),", "probability": 0.0008623688578787776 }, { "score": 9.187538146972656, "text": "June 26", "probability": 0.0005736545423629312 }, { "score": 8.78624439239502, "text": "as of\n\nJune 26, 2015", "probability": 0.00038403497070625995 }, { "score": 7.636212348937988, "text": "June 8, 2015", "probability": 0.00012159569604412124 }, { "score": 7.636066436767578, "text": "WHEREFORE, the Parties have signed this Agreement effective as of the date first set forth above", "probability": 0.00012157795504654412 }, { "score": 7.531917572021484, "text": ", 2015", "probability": 0.0001095528189301652 }, { "score": 7.501633644104004, "text": "26, 2015", "probability": 0.00010628486229433045 }, { "score": 7.392293930053711, "text": "26, 2015", "probability": 9.527649667600893e-05 }, { "score": 7.327077388763428, "text": "as of June 26, 2015", "probability": 8.926117423694673e-05 }, { "score": 7.247178554534912, "text": "June 26, 2015 (the", "probability": 8.240678536012521e-05 }, { "score": 7.1751179695129395, "text": "June 26, 2015 (the \"", "probability": 7.667741415853067e-05 }, { "score": 7.131121635437012, "text": ", 2015", "probability": 7.337702392191105e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Expiration Date": [ { "text": "", "score": 11.873625755310059, "probability": 0.9780035686271087 }, { "score": 7.994631767272949, "text": "June 26, 2015", "probability": 0.02021690894813056 }, { "score": 5.162527084350586, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.0011905491222659126 }, { "score": 3.9651405811309814, "text": "\ndated as of\n\nJune 26, 2015", "probability": 0.00035952489500496376 }, { "score": 2.086911201477051, "text": "dated as of\n\nJune 26, 2015", "probability": 5.495716392646944e-05 }, { "score": 1.1341944932937622, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 2.1196526753989096e-05 }, { "score": 0.9983848333358765, "text": "\n\nJune 26, 2015", "probability": 1.8504754072052628e-05 }, { "score": 0.9456639289855957, "text": "June", "probability": 1.755443758136493e-05 }, { "score": 0.9043350219726562, "text": "BABCOCK & WILCOX ENTERPRISES, INC.\n\ndated as of\n\nJune 26, 2015", "probability": 1.684371962176166e-05 }, { "score": 0.714303731918335, "text": "\ndated as of", "probability": 1.39286319563277e-05 }, { "score": 0.6196024417877197, "text": "26, 2015", "probability": 1.2670105035468772e-05 }, { "score": 0.5659136772155762, "text": "June 26,", "probability": 1.2007800974904814e-05 }, { "score": 0.5643250942230225, "text": "THE BABCOCK & WILCOX COMPANY\n\nand\n\nBABCOCK & WILCOX ENTERPRISES, INC.\n\ndated as of\n\nJune 26, 2015", "probability": 1.1988740729896998e-05 }, { "score": 0.446300745010376, "text": "as of\n\nJune 26, 2015", "probability": 1.065408714068786e-05 }, { "score": 0.2684354782104492, "text": "June 26", "probability": 8.9180589892726e-06 }, { "score": -0.02649855613708496, "text": "\nJune 26, 2015", "probability": 6.640214628041183e-06 }, { "score": -0.0665891170501709, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 6.37927034961918e-06 }, { "score": -0.07593417167663574, "text": "2015", "probability": 6.3199334050434284e-06 }, { "score": -0.22123289108276367, "text": "June 26, 2015\n\n", "probability": 5.465250466098864e-06 }, { "score": -0.229600191116333, "text": "BABCOCK & WILCOX COMPANY\n\nand\n\nBABCOCK & WILCOX ENTERPRISES, INC.\n\ndated as of\n\nJune 26, 2015", "probability": 5.419711858970888e-06 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Renewal Term": [ { "text": "", "score": 11.754461288452148, "probability": 0.9984206317789114 }, { "score": 4.990610122680664, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 0.001152949563332524 }, { "score": 3.213960647583008, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field", "probability": 0.00019508381765842922 }, { "score": 2.180845260620117, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 6.942964331326377e-05 }, { "score": 1.9952360391616821, "text": "For clarity, SpinCo shall not be obligated to affirmatively abandon such Intellectual Property prior to the date that any renewal fees are due in the future.", "probability": 5.7668130617379106e-05 }, { "score": 1.077109456062317, "text": "SpinCo Marks in its business or operations as promptly as practicable following the Distribution Date.", "probability": 2.3024943052228395e-05 }, { "score": 0.9312227964401245, "text": "SpinCo will, and will cause the applicable members of the SpinCo Group, to take all actions necessary to discontinue the maintenance and prosecution of the Intellectual Property set forth on Schedule 2.6 as of the date any applicable renewal fees are due in the future. For clarity, SpinCo shall not be obligated to affirmatively abandon such Intellectual Property prior to the date that any renewal fees are due in the future.", "probability": 1.989943718589003e-05 }, { "score": 0.2659541368484497, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 1.0231004734150222e-05 }, { "score": -0.08200490474700928, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 7.224396839036108e-06 }, { "score": -0.2374640703201294, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 6.184242857678004e-06 }, { "score": -0.3643280267715454, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 5.447411959121355e-06 }, { "score": -0.37196826934814453, "text": "SpinCo will, and will cause the applicable members of the SpinCo Group, to take all actions necessary to discontinue the maintenance and prosecution of the Intellectual Property set forth on Schedule 2.6 as of the date any applicable renewal fees are due in the future.", "probability": 5.405950997923759e-06 }, { "score": -0.4984898567199707, "text": "of", "probability": 4.763481440914401e-06 }, { "score": -0.5406798124313354, "text": "For clarity, SpinCo shall not be obligated to affirmatively abandon such Intellectual Property prior to the date that any renewal fees are due in the future.", "probability": 4.566690852605641e-06 }, { "score": -0.6223018169403076, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 4.208754816247273e-06 }, { "score": -0.9902331829071045, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 2.913151456312479e-06 }, { "score": -1.0177228450775146, "text": "Accordingly,", "probability": 2.834160597207975e-06 }, { "score": -1.1170971393585205, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 2.566059653065884e-06 }, { "score": -1.1191277503967285, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date", "probability": 2.5608542708516068e-06 }, { "score": -1.1812846660614014, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 2.406525453569281e-06 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.879617691040039, "probability": 0.9993690058950818 }, { "score": 4.097021579742432, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.00041666529657431397 }, { "score": 2.302203893661499, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 6.923216503804993e-05 }, { "score": 1.5708198547363281, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 3.3317458150692026e-05 }, { "score": 0.926598072052002, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date", "probability": 1.7494031151822562e-05 }, { "score": 0.7337723970413208, "text": "For clarity, SpinCo shall not be obligated to affirmatively abandon such Intellectual Property prior to the date that any renewal fees are due in the future.", "probability": 1.4426027937686871e-05 }, { "score": 0.6945255994796753, "text": "SpinCo will, and will cause the applicable members of the SpinCo Group, to take all actions necessary to discontinue the maintenance and prosecution of the Intellectual Property set forth on Schedule 2.6 as of the date any applicable renewal fees are due in the future.", "probability": 1.3870818892491093e-05 }, { "score": 0.6003115177154541, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 1.2623664550322099e-05 }, { "score": 0.5968160629272461, "text": "SpinCo will, and will cause the applicable members of the SpinCo Group, to take all actions necessary to discontinue the maintenance and prosecution of the Intellectual Property set forth on Schedule 2.6 as of the date any applicable renewal fees are due in the future. For clarity, SpinCo shall not be obligated to affirmatively abandon such Intellectual Property prior to the date that any renewal fees are due in the future.", "probability": 1.257961613110325e-05 }, { "score": 0.10151982307434082, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 7.665896737948566e-06 }, { "score": -0.1310725212097168, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 6.075043516732085e-06 }, { "score": -0.2834658622741699, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets", "probability": 5.216338981955916e-06 }, { "score": -0.3076138496398926, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However", "probability": 5.091883615134372e-06 }, { "score": -0.38837242126464844, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After", "probability": 4.6968367602420964e-06 }, { "score": -0.5111169815063477, "text": "Remain", "probability": 4.154303114724011e-06 }, { "score": -1.1703979969024658, "text": "(a) The Parties acknowledge and agree that each of RemainCo and SpinCo and additional members of the RemainCo Group and SpinCo Group presently have shared access to and rights to exploit the Software set forth on Schedule 5.4(a) (the \"Foundational Software\") and may have a right and interest in and to the Foundational Software, including in and to Intellectual Property embodied therein. Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 2.1487014367389236e-06 }, { "score": -1.2359862327575684, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business", "probability": 2.0122941530917473e-06 }, { "score": -1.7036736011505127, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 1.2606003459230172e-06 }, { "score": -1.7074345350265503, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 1.2558682155704141e-06 }, { "score": -1.7469086647033691, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 1.2072596135920036e-06 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Governing Law": [ { "score": 15.604426383972168, "text": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "probability": 0.4971914419930846 }, { "score": 15.581220626831055, "text": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "probability": 0.48578657917142165 }, { "text": "", "score": 12.20179557800293, "probability": 0.016549308874727237 }, { "score": 6.776993751525879, "text": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware,", "probability": 7.291524896544426e-05 }, { "score": 6.633424758911133, "text": ".", "probability": 6.316363885466207e-05 }, { "score": 6.511016368865967, "text": ".", "probability": 5.5886363785196635e-05 }, { "score": 6.214580535888672, "text": "This", "probability": 4.154946220863062e-05 }, { "score": 6.074827194213867, "text": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware,", "probability": 3.613027788229713e-05 }, { "score": 6.027411460876465, "text": "This", "probability": 3.445711484948742e-05 }, { "score": 5.731804847717285, "text": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.\n\nSection 10.10 Construction. This Agreement shall be construed as if jointly drafted by SpinCo and RemainCo and no rule of construction or strict interpretation shall be applied against either Party.", "probability": 2.563885283462783e-05 }, { "score": 5.689291000366211, "text": "Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "probability": 2.457169184840269e-05 }, { "score": 5.545660018920898, "text": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction", "probability": 2.1284179728854295e-05 }, { "score": 5.4252471923828125, "text": "Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "probability": 1.8869582507707473e-05 }, { "score": 5.2559099197387695, "text": "Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original 23\n\n\n\n\n\nintent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.\n\nSection 10.9 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "probability": 1.5930156718707668e-05 }, { "score": 5.20736026763916, "text": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction", "probability": 1.5175227213769515e-05 }, { "score": 4.868829727172852, "text": "substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "probability": 1.0817160077854838e-05 }, { "score": 4.725068092346191, "text": "Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "probability": 9.36867928093697e-06 }, { "score": 4.723601341247559, "text": "the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "probability": 9.354947833078804e-06 }, { "score": 4.661184310913086, "text": "Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "probability": 8.788889377294472e-06 }, { "score": 4.658860206604004, "text": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware", "probability": 8.768486799663593e-06 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Most Favored Nation": [ { "text": "", "score": 12.110397338867188, "probability": 0.9959329473022882 }, { "score": 5.670797824859619, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 0.0015905508763250067 }, { "score": 3.847745895385742, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field", "probability": 0.00025692488575120015 }, { "score": 3.779665946960449, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.00024001557580127637 }, { "score": 3.762995958328247, "text": "Wastewater treatment systems (i) that process wastewater derived from combustion power generation and municipal solid waste(\"MSW\") systems, including\n\n\n\n\n\n\n\nwithout limitation FGD dewatering systems or zero liquid discharge (ZLD) systems, or associated subsystems, equipment or components thereof, including valves or (ii) that process wastewater as part of or ancillary to the systems set forth in SpinCo Core Field 2(k), 2(l) or 2(n), in each case other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).", "probability": 0.00023604768312954336 }, { "score": 3.7136168479919434, "text": "provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How", "probability": 0.00022467495683885214 }, { "score": 3.7009897232055664, "text": "of the SpinCo Group, hereby grants to RemainCo", "probability": 0.00022185579453773454 }, { "score": 3.4947848320007324, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.00018051659370812 }, { "score": 3.48465895652771, "text": "RemainCo further covenants to impose the obligations set forth in this Section 5.10(a) on any subsequent Third Party or Affiliate to whom RemainCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.", "probability": 0.00017869792848765272 }, { "score": 3.1399099826812744, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 0.00012658928331023782 }, { "score": 3.0097835063934326, "text": "SpinCo further covenants to impose the obligations set forth in this Section 5.10(b) on any subsequent Third Party or Affiliate to whom SpinCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.", "probability": 0.00011114341338290911 }, { "score": 2.989316701889038, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii). RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.", "probability": 0.00010889178330381702 }, { "score": 2.8690853118896484, "text": "RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.", "probability": 9.655600332411334e-05 }, { "score": 2.8038501739501953, "text": "SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties.", "probability": 9.04582164492579e-05 }, { "score": 2.7255303859710693, "text": "The Parties acknowledge that it is desirable for future editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including, inter alia, nuclear energy sources. SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties.", "probability": 8.364387971952792e-05 }, { "score": 2.6993398666381836, "text": "The Parties acknowledge that it is desirable for future editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including, inter alia, nuclear energy sources.", "probability": 8.148164173483533e-05 }, { "score": 2.4441721439361572, "text": "The following specific unfired heat exchangers Turbine Exhaust Gas boilers (10K2), Heat Recovery Steam Generation Boilers (10K22), Water Tube Waste Heat Boilers Two Drum (Stirling Types) (1K4), 3 Drum Waste Heat Recovery Boiler (1K4), Water Tube Waste Heat \"H\" Stirling Boiler (1K4), Water Tube Long Drum (LD) boiler (1K4), CO boiler (1K26), Waste Heat (WH) (1K4), Oxygen Convertor Hoods (1K44), Gas Tube (FT) boilers (1K46), FM boilers (1K239), FO boilers (1K2311), Struthers Wells type EOR boiler as defined by the existing specific referenced design standards, or support subsystems, equipment or components thereof, including pressure parts, cleaning systems, valves, controls or diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).", "probability": 6.313087909164148e-05 }, { "score": 2.4027676582336426, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate. 15\n\n\n\n\n\nSection 5.7 Restrictions on Licensor Exploitation of Intellectual Property.\n\n(a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 6.057035195442218e-05 }, { "score": 2.395329713821411, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 6.012150436456568e-05 }, { "score": 2.30958890914917, "text": "SpinCo Marks in its business or operations as promptly as practicable following the Distribution Date.", "probability": 5.518144649686772e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Compete": [ { "text": "", "score": 11.95980453491211, "probability": 0.8095153878097657 }, { "score": 9.63711166381836, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.0793400393357553 }, { "score": 9.00324821472168, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.042092916053870624 }, { "score": 8.477137565612793, "text": "SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 0.024872650160369582 }, { "score": 7.705305099487305, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 0.011495278048182152 }, { "score": 7.093971252441406, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall", "probability": 0.006237643703791718 }, { "score": 7.005001068115234, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 0.0057066508770530966 }, { "score": 6.875921726226807, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and", "probability": 0.005015599588457238 }, { "score": 6.426237106323242, "text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.\n\n(b) SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 0.003199096267070431 }, { "score": 6.24229097366333, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book", "probability": 0.002661586093165918 }, { "score": 5.827394962310791, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book", "probability": 0.0017577352828928954 }, { "score": 5.429129600524902, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book. SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.0011802907985668507 }, { "score": 5.3376054763793945, "text": "(b) SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 0.0010770617410746973 }, { "score": 5.296751976013184, "text": "provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.0010339466955532302 }, { "score": 5.278252601623535, "text": "RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.001014995164738959 }, { "score": 5.14644718170166, "text": "SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and", "probability": 0.000889654964959976 }, { "score": 5.044760704040527, "text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.0008036366426945049 }, { "score": 4.984308242797852, "text": "provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How 13\n\n\n\n\n\nlicensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.000756494126259094 }, { "score": 4.906241416931152, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities,", "probability": 0.0006996833971670464 }, { "score": 4.832052230834961, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities", "probability": 0.0006496532486110382 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Exclusivity": [ { "text": "", "score": 12.183393478393555, "probability": 0.389034161391259 }, { "score": 10.965566635131836, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.11510448890231133 }, { "score": 10.950920104980469, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or 6\n\n\n\n\n\non behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.11343089363513256 }, { "score": 10.419577598571777, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 0.06667641408235149 }, { "score": 10.419205665588379, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.06665161953598016 }, { "score": 10.344813346862793, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 0.061873193637070535 }, { "score": 10.084508895874023, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 0.04769290171094966 }, { "score": 10.079848289489746, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 0.04747114103976067 }, { "score": 8.797945976257324, "text": "SpinCo and RemainCo acknowledge and agree that, as of the Distribution Date, SpinCo (i) owns all right, title and interest in and to the Copyright in all editions of the Steam Book throughout the world; (ii) shall have the exclusive right to publish and shall be solely responsible for all aspects of the publication of the Steam Book in all languages and in all media of expression now known or later developed, throughout the world, subject to the provisions of this Section 2.8; (iii) shall have the right to retain all proceeds derived from exploiting the Copyright of any edition of the Steam Book; and (iv) subject to Section 2.8(c), shall have the sole right to determine the content contained in all future editions of the Steam Book.", "probability": 0.013173663617987767 }, { "score": 8.77209758758545, "text": "SpinCo and RemainCo acknowledge and agree that, as of the Distribution Date, SpinCo (i) owns all right, title and interest in and to the Copyright in all editions of the Steam Book throughout the world; (ii) shall have the exclusive right to publish and shall be solely responsible for all aspects of the publication of the Steam Book in all languages and in all media of expression now known or later developed, throughout the world, subject to the provisions of this Section 2.8;", "probability": 0.012837508885945648 }, { "score": 8.537910461425781, "text": "(ii) shall have the exclusive right to publish and shall be solely responsible for all aspects of the publication of the Steam Book in all languages and in all media of expression now known or later developed, throughout the world, subject to the provisions of this Section 2.8; (iii) shall have the right to retain all proceeds derived from exploiting the Copyright of any edition of the Steam Book; and (iv) subject to Section 2.8(c), shall have the sole right to determine the content contained in all future editions of the Steam Book.", "probability": 0.010157213485360597 }, { "score": 8.51206111907959, "text": "(ii) shall have the exclusive right to publish and shall be solely responsible for all aspects of the publication of the Steam Book in all languages and in all media of expression now known or later developed, throughout the world, subject to the provisions of this Section 2.8;", "probability": 0.009898020611671067 }, { "score": 8.496086120605469, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field;", "probability": 0.009741156039136166 }, { "score": 8.248880386352539, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field", "probability": 0.007607648069402156 }, { "score": 8.233471870422363, "text": "With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the SpinCo Core Field and in any field other than the RemainCo Core Field.", "probability": 0.007491323995095223 }, { "score": 8.019564628601074, "text": "With respect to any Licensed RemainCo Intellectual Property to which RemainCo has granted SpinCo an exclusive license hereunder, as between RemainCo and SpinCo, RemainCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the RemainCo Core Field and in any field other than the SpinCo Core Field.", "probability": 0.006048669366655053 }, { "score": 7.616179466247559, "text": "SpinCo shall have the sole right to use the title Steam/its generation and use to publish future editions of the Steam Book.", "probability": 0.004040842242467018 }, { "score": 7.6045026779174805, "text": "(ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 0.0039939325929499786 }, { "score": 7.490471839904785, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property", "probability": 0.003563508238110953 }, { "score": 7.475826263427734, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or 6\n\n\n\n\n\non behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property", "probability": 0.00351169892040309 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__No-Solicit Of Customers": [ { "text": "", "score": 12.102068901062012, "probability": 0.9849112358654323 }, { "score": 7.795339107513428, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 0.01327419238103054 }, { "score": 4.965010643005371, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 0.0007830907128080722 }, { "score": 4.434844493865967, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo", "probability": 0.0004608545083264275 }, { "score": 2.9731016159057617, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii). SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 0.00010684076143246969 }, { "score": 2.7759180068969727, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to:", "probability": 8.772052478701036e-05 }, { "score": 2.52243709564209, "text": "RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.", "probability": 6.807942203973386e-05 }, { "score": 2.2425038814544678, "text": "Notwithstanding", "probability": 5.145675677188189e-05 }, { "score": 2.1268627643585205, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 4.58374142894535e-05 }, { "score": 2.0847761631011963, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 4.3948305238441416e-05 }, { "score": 2.0238640308380127, "text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 4.1351220195602296e-05 }, { "score": 1.3548990488052368, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii). RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.", "probability": 2.1181686160125134e-05 }, { "score": 1.2067402601242065, "text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.\n\n(b) SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 1.8264844730549554e-05 }, { "score": 1.12839937210083, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior", "probability": 1.6888573538271592e-05 }, { "score": 0.8795287609100342, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to", "probability": 1.316769735193314e-05 }, { "score": 0.7840090990066528, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii). SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to:", "probability": 1.1968126585408477e-05 }, { "score": 0.757155179977417, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees;", "probability": 1.165101241878993e-05 }, { "score": 0.7398726940155029, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 1.1451383966977443e-05 }, { "score": 0.6457295417785645, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For", "probability": 1.0422505317192181e-05 }, { "score": 0.643211841583252, "text": "For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date.", "probability": 1.0396297578977083e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Competitive Restriction Exception": [ { "text": "", "score": 11.921201705932617, "probability": 0.2754072911943675 }, { "score": 11.619869232177734, "text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.20375506019272496 }, { "score": 11.228975296020508, "text": "SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 0.13783049746392514 }, { "score": 10.613557815551758, "text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.\n\n(b) SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 0.07448570073261034 }, { "score": 10.304670333862305, "text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.05469212263885494 }, { "score": 10.243919372558594, "text": "With respect to any Licensed RemainCo Intellectual Property to which RemainCo has granted SpinCo an exclusive license hereunder, as between RemainCo and SpinCo, RemainCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the RemainCo Core Field and in any field other than the SpinCo Core Field.", "probability": 0.05146843604761695 }, { "score": 10.201841354370117, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.049347677812769386 }, { "score": 9.820697784423828, "text": "(ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.03370840252480958 }, { "score": 9.773366928100586, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate. 15\n\n\n\n\n\nSection 5.7 Restrictions on Licensor Exploitation of Intellectual Property.\n\n(a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.032150123210401824 }, { "score": 9.083688735961914, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.0161309226424075 }, { "score": 9.061405181884766, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 0.015775443731656888 }, { "score": 8.952362060546875, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 0.014145710248605461 }, { "score": 8.442144393920898, "text": "(ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 0.008492587709335702 }, { "score": 8.106704711914062, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.006072400927706147 }, { "score": 8.086852073669434, "text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field", "probability": 0.005953036518402045 }, { "score": 7.850687026977539, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 0.004700817275080082 }, { "score": 7.799341201782227, "text": "With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the SpinCo Core Field and in any field other than the RemainCo Core Field.", "probability": 0.004465541826645422 }, { "score": 7.706676006317139, "text": "(ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.\n\n(b) SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 0.004070335226327474 }, { "score": 7.607105255126953, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 0.003684572875851521 }, { "score": 7.601320266723633, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date.", "probability": 0.0036633191999010696 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__No-Solicit Of Employees": [ { "text": "", "score": 12.208131790161133, "probability": 0.9999883414748449 }, { "score": 0.17498087882995605, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 5.9437960091326055e-06 }, { "score": -1.3743703365325928, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 1.2623774052215983e-06 }, { "score": -2.0766072273254395, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 6.254773766744623e-07 }, { "score": -2.1568379402160645, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date.", "probability": 5.772551951241541e-07 }, { "score": -2.3008224964141846, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 4.998459204232872e-07 }, { "score": -2.349810838699341, "text": "(b) SpinCo shall not have, nor shall any member of the SpinCo Group have, any obligation to maintain the pendency, subsistence, validity, enforceability or confidentiality of any Licensed SpinCo Intellectual Property. SpinCo may, and may permit an applicable member of the RemainCo Group to, discontinue maintenance, abandon or dedicate to the public any Licensed RemainCo Intellectual Property.\n\nSection 5.10 Covenants.\n\n(a) RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 4.759494016338977e-07 }, { "score": -2.7727456092834473, "text": "RemainCo", "probability": 3.1180462162272645e-07 }, { "score": -2.8729195594787598, "text": "(a) RemainCo", "probability": 2.8208341602749273e-07 }, { "score": -3.0928122997283936, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date. All of RemainCo's use of the SpinCo House Marks shall inure to the benefit of SpinCo. RemainCo agrees to use the SpinCo House Marks in accordance with such quality standards as are used by the SpinCo Group as of the date of this Agreement. Except as set forth in this Section 3.", "probability": 2.2640152642445096e-07 }, { "score": -3.198359727859497, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 2.0372329179878362e-07 }, { "score": -3.2920539379119873, "text": "Notwithstanding", "probability": 1.8550251692423813e-07 }, { "score": -3.374835968017578, "text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 1.7076467176462176e-07 }, { "score": -3.4750099182128906, "text": "(a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 1.5448738924229945e-07 }, { "score": -3.535618782043457, "text": "Section 5.7 Restrictions on Licensor Exploitation of Intellectual Property.\n\n(a) RemainCo", "probability": 1.4540218698501343e-07 }, { "score": -3.5582447052001953, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 1.421492672037071e-07 }, { "score": -3.5710577964782715, "text": "(a) RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 1.4033951468964635e-07 }, { "score": -3.834278106689453, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 1.0786109927089037e-07 }, { "score": -3.85754656791687, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo", "probability": 1.0538031145043401e-07 }, { "score": -3.9309303760528564, "text": "(b) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 9.792403373838946e-08 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Disparagement": [ { "text": "", "score": 11.687788009643555, "probability": 0.9716423201607405 }, { "score": 7.494560718536377, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 0.014669352628682878 }, { "score": 7.364908218383789, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 0.012885568472971468 }, { "score": 3.025761842727661, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How,", "probability": 0.00016812653247886097 }, { "score": 2.882388114929199, "text": "(b) SpinCo shall not have, nor shall any member of the SpinCo Group have, any obligation to maintain the pendency, subsistence, validity, enforceability or confidentiality of any Licensed SpinCo Intellectual Property. SpinCo may, and may permit an applicable member of the RemainCo Group to, discontinue maintenance, abandon or dedicate to the public any Licensed RemainCo Intellectual Property.\n\nSection 5.10 Covenants.\n\n(a) RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 0.00014566990504812156 }, { "score": 2.6558220386505127, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date", "probability": 0.00011613775868331614 }, { "score": 2.1550259590148926, "text": "(b) SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 7.038505697230018e-05 }, { "score": 2.029139995574951, "text": "(a) RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 6.205958787689001e-05 }, { "score": 1.557145595550537, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of RemainCo hereunder.", "probability": 3.8710102723461295e-05 }, { "score": 1.3429956436157227, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of SpinCo hereunder.", "probability": 3.12478528905182e-05 }, { "score": 1.2178726196289062, "text": "Remain", "probability": 2.757274107110347e-05 }, { "score": 1.1526179313659668, "text": "Spin", "probability": 2.5830938859065363e-05 }, { "score": 0.8235902786254883, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date. The", "probability": 1.858854073474709e-05 }, { "score": 0.693082332611084, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date. The", "probability": 1.631422383672026e-05 }, { "score": 0.6488698720932007, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 1.560864449065069e-05 }, { "score": 0.6341193914413452, "text": "for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 1.5380099202344993e-05 }, { "score": 0.6301058530807495, "text": "SpinCo shall not have, nor shall any member of the SpinCo Group have, any obligation to maintain the pendency, subsistence, validity, enforceability or confidentiality of any Licensed SpinCo Intellectual Property. SpinCo may, and may permit an applicable member of the RemainCo Group to, discontinue maintenance, abandon or dedicate to the public any Licensed RemainCo Intellectual Property.\n\nSection 5.10 Covenants.\n\n(a) RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 1.531849429373538e-05 }, { "score": 0.6070990562438965, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date", "probability": 1.4970088031570798e-05 }, { "score": 0.37476444244384766, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How,", "probability": 1.1866501910497465e-05 }, { "score": 0.09511664509773254, "text": "(a) SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How", "probability": 8.971668500975451e-06 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Termination For Convenience": [ { "text": "", "score": 11.742334365844727, "probability": 0.9986620572712209 }, { "score": 4.4816460609436035, "text": "SpinCo will provide prompt written notice to RemainCo, in any event no later than thirty (30) days after receipt of RemainCo's notice of its determination to initiate, prosecute and control such action or proceeding in the SpinCo Core Field, of its determination to elect to assume and pay the applicable costs or to decline to pay assume and pay the applicable costs.", "probability": 0.0007016841784092908 }, { "score": 3.519730567932129, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.00026815573741203666 }, { "score": 2.612565279006958, "text": "RemainCo will provide prompt written notice to SpinCo, in any event no later than thirty (30) days after receipt of SpinCo's notice of its determination to initiate, prosecute and control such action or proceeding in the RemainCo Core Field, of its determination to elect to assume and pay the applicable costs or to decline to pay assume and pay the applicable costs.", "probability": 0.00010824559059865073 }, { "score": 2.502324104309082, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 9.694671114014421e-05 }, { "score": 2.1539392471313477, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 6.842762385830865e-05 }, { "score": 0.8201944828033447, "text": "SpinCo will provide prompt written notice to RemainCo,", "probability": 1.802990622863647e-05 }, { "score": 0.6227811574935913, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 1.47998716885488e-05 }, { "score": 0.1771373748779297, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets", "probability": 9.478013315450435e-06 }, { "score": -0.1712474822998047, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets", "probability": 6.689839422568354e-06 }, { "score": -0.17269468307495117, "text": "SpinCo will provide prompt written notice to RemainCo, in any event no later than thirty (30) days after receipt of RemainCo's notice of its determination to initiate, prosecute and control such action or proceeding in the SpinCo Core Field, of its determination to elect to assume and pay the applicable costs or to decline to pay assume and pay the applicable costs", "probability": 6.6801648839588165e-06 }, { "score": -0.1875079870223999, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 6.581938893013426e-06 }, { "score": -0.22882699966430664, "text": "Spin", "probability": 6.315521628414413e-06 }, { "score": -0.4327852725982666, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After", "probability": 5.150285144196143e-06 }, { "score": -0.7722651362419128, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 3.6677273416887445e-06 }, { "score": -0.781170129776001, "text": "After", "probability": 3.635211246110607e-06 }, { "score": -0.7877447605133057, "text": "RemainCo will provide prompt written notice to SpinCo, in any event no later than thirty (30) days after receipt of SpinCo's notice of its determination to initiate, prosecute and control such action or proceeding in the RemainCo Core Field, of its determination to elect to assume and pay the applicable costs or to decline to pay assume and pay the applicable costs. In the event RemainCo does not elect to assume and pay the costs associated with SpinCo's initiation, prosecution and control of such action or proceeding in the RemainCo Core Field, SpinCo shall assume and pay its and RemainCo's out-of-pocket costs incurred in connection with such litigation or proceeding undertaken by SpinCo, including, without limitation, attorney's fees.", "probability": 3.6113894700154863e-06 }, { "score": -0.8593842387199402, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 3.361721233979509e-06 }, { "score": -0.8795425891876221, "text": "If SpinCo does not exercise its right to enforce any applicable Licensed SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that", "probability": 3.29463294559766e-06 }, { "score": -0.9128627777099609, "text": "RemainCo will provide prompt written notice to SpinCo,", "probability": 3.1866639179801135e-06 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Rofr/Rofo/Rofn": [ { "score": 12.839269638061523, "text": "SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties.", "probability": 0.3447674020298906 }, { "text": "", "score": 12.291873931884766, "probability": 0.19943219152869776 }, { "score": 11.994705200195312, "text": "SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties", "probability": 0.14816189407168762 }, { "score": 11.732664108276367, "text": "With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the SpinCo Core Field and in any field other than the RemainCo Core Field.", "probability": 0.11400752589728964 }, { "score": 11.377885818481445, "text": "With respect to any Licensed RemainCo Intellectual Property to which RemainCo has granted SpinCo an exclusive license hereunder, as between RemainCo and SpinCo, RemainCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the RemainCo Core Field and in any field other than the SpinCo Core Field.", "probability": 0.07995677475301194 }, { "score": 10.793563842773438, "text": "The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control.", "probability": 0.04457460032479044 }, { "score": 10.079736709594727, "text": "With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the SpinCo Core Field and in any field other than the RemainCo Core Field. SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding in the RemainCo Core Field.", "probability": 0.0218311328670071 }, { "score": 9.90049934387207, "text": "With respect to any Licensed RemainCo Intellectual Property to which RemainCo has granted SpinCo an exclusive license hereunder, as between RemainCo and SpinCo, RemainCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the RemainCo Core Field and in any field other than the SpinCo Core Field. RemainCo shall provide prompt written notice to SpinCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field.", "probability": 0.018248806825273207 }, { "score": 8.848691940307617, "text": "With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the SpinCo Core Field and in any field other than the RemainCo Core Field", "probability": 0.006374414826371551 }, { "score": 8.617971420288086, "text": "The Parties acknowledge that it is desirable for future editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including, inter alia, nuclear energy sources. SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties.", "probability": 0.005061038881981096 }, { "score": 8.336567878723145, "text": "With respect to any Licensed RemainCo Intellectual Property to which RemainCo has granted SpinCo an exclusive license hereunder, as between RemainCo and SpinCo, RemainCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the RemainCo Core Field and in any field other than the SpinCo Core Field", "probability": 0.0038196860497249647 }, { "score": 7.929974555969238, "text": "SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding in the RemainCo Core Field.", "probability": 0.0025435860360307895 }, { "score": 7.82758092880249, "text": "RemainCo shall provide prompt written notice to SpinCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field.", "probability": 0.002296029400301056 }, { "score": 7.798720359802246, "text": "In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.0022307117710416045 }, { "score": 7.773406028747559, "text": "The Parties acknowledge that it is desirable for future editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including, inter alia, nuclear energy sources. SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties", "probability": 0.0021749515389058068 }, { "score": 7.167786598205566, "text": "With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the SpinCo Core Field and in any field other than the RemainCo Core Field. SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding in the RemainCo Core Field", "probability": 0.0011869499537640355 }, { "score": 7.011435508728027, "text": ". Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 0.0010151494705831008 }, { "score": 6.835360527038574, "text": "With respect to any Licensed RemainCo Intellectual Property to which RemainCo has granted SpinCo an exclusive license hereunder, as between RemainCo and SpinCo, RemainCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the RemainCo Core Field and in any field other than the SpinCo Core Field. RemainCo shall provide prompt written notice to SpinCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field", "probability": 0.0008512587705922613 }, { "score": 6.7003655433654785, "text": ".", "probability": 0.000743762063774746 }, { "score": 6.670853614807129, "text": "In the event that a Third Party may potentially be infringing, misappropriating or otherwise violating any Licensed RemainCo Intellectual Property in both the SpinCo Core Field and the RemainCo Core Field, SpinCo and RemainCo will meet and confer in good faith regarding the manner in which to respond to such infringement in the SpinCo Core Field and RemainCo Core Field collectively, provided, however, that the foregoing does not limit the rights set forth in Section 8.3(a)(i) or Section 8.3(a)(ii).\n\n(b) Licensed SpinCo Intellectual Property.\n\n(i) With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the SpinCo Core Field and in any field other than the RemainCo Core Field.", "probability": 0.0007221329392807612 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Change Of Control": [ { "text": "", "score": 12.294597625732422, "probability": 0.4893911368262998 }, { "score": 11.798473358154297, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 0.2979833978322147 }, { "score": 11.184052467346191, "text": "The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control.", "probability": 0.1611953336661199 }, { "score": 9.765761375427246, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo", "probability": 0.03902981301011542 }, { "score": 7.438120365142822, "text": "The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control", "probability": 0.003806403499617075 }, { "score": 6.749619007110596, "text": "following a Change of Control of RemainCo.", "probability": 0.0019120642582528362 }, { "score": 6.677421569824219, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 0.0017788836144529406 }, { "score": 6.425454616546631, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date.", "probability": 0.0013826736210469665 }, { "score": 5.782854080200195, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 0.0007271798067695749 }, { "score": 5.299106121063232, "text": "in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 0.00044828348659564594 }, { "score": 4.973764419555664, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date. All of RemainCo's use of the SpinCo House Marks shall inure to the benefit of SpinCo.", "probability": 0.0003237864240373779 }, { "score": 4.915876865386963, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group", "probability": 0.0003055754007717997 }, { "score": 4.908199310302734, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date", "probability": 0.00030323831184441287 }, { "score": 4.716907501220703, "text": "following a Change of Control of RemainCo", "probability": 0.0002504419594884014 }, { "score": 4.644710063934326, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo", "probability": 0.0002329979738821592 }, { "score": 4.599551200866699, "text": "Notwithstanding", "probability": 0.00022271009308451074 }, { "score": 4.497840404510498, "text": "whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 0.00020117196676398315 }, { "score": 4.3608293533325195, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date. All of RemainCo's use of the SpinCo House Marks shall inure to the benefit of SpinCo", "probability": 0.00017541402680828984 }, { "score": 4.356184482574463, "text": "RemainCo.", "probability": 0.00017460114066165025 }, { "score": 4.236415386199951, "text": "Change of Control of RemainCo.", "probability": 0.0001548930811720909 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Anti-Assignment": [ { "score": 15.420771598815918, "text": "This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.", "probability": 0.6468901337633854 }, { "score": 14.59909439086914, "text": "This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.", "probability": 0.28443343759200357 }, { "score": 12.646398544311523, "text": "The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.", "probability": 0.04035855600073082 }, { "text": "", "score": 12.099529266357422, "probability": 0.02335787389178255 }, { "score": 9.97712516784668, "text": "The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.\n\n(b) RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.0027969514058497884 }, { "score": 9.032973289489746, "text": "This Agreement may not be assigned by either Party, except with the prior written consent of the other Party", "probability": 0.001088040271552889 }, { "score": 7.364555358886719, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.00020514468494717348 }, { "score": 7.242789268493652, "text": "This Agreement may not be assigned by either Party, except with the prior written consent of the other Party", "probability": 0.00018162596227709404 }, { "score": 6.688075065612793, "text": ".", "probability": 0.00010429623015945481 }, { "score": 6.491241931915283, "text": "The foregoing licenses shall be assignable in whole or in part only", "probability": 8.566138010200233e-05 }, { "score": 6.389105319976807, "text": "Agreement may not be assigned by either Party, except with the prior written consent of the other Party.", "probability": 7.734419080724903e-05 }, { "score": 6.3538618087768555, "text": "(a) The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.", "probability": 7.466578539060804e-05 }, { "score": 6.136867046356201, "text": "This", "probability": 6.010104312575374e-05 }, { "score": 5.859816074371338, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 4.5557543804893475e-05 }, { "score": 5.847448825836182, "text": "either Party, except with the prior written consent of the other Party.", "probability": 4.499759200651601e-05 }, { "score": 5.840298652648926, "text": "This Agreement may not be assigned by either Party,", "probability": 4.467699894447628e-05 }, { "score": 5.770504474639893, "text": "not be assigned by either Party, except with the prior written consent of the other Party.", "probability": 4.1665132425820996e-05 }, { "score": 5.6841607093811035, "text": "except with the prior written consent of the other Party.", "probability": 3.82185446905624e-05 }, { "score": 5.616738319396973, "text": "may not be assigned by either Party, except with the prior written consent of the other Party.", "probability": 3.5726705806481955e-05 }, { "score": 5.605438709259033, "text": "This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.", "probability": 3.5325280206942025e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Revenue/Profit Sharing": [ { "text": "", "score": 12.074637413024902, "probability": 0.9190855200003514 }, { "score": 9.522801399230957, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement.", "probability": 0.07163209028540933 }, { "score": 6.478328227996826, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. The other Party will reimburse the responsible Party for the applicable percentage of such costs and expenses within thirty (30) days of receipt of such statement, unless otherwise agreed upon by the Parties.\n\n(c) Without limiting this Section 4.3, the Parties agree that as of the Distribution Time, the Shared Location will be the Iron Mountain storage facility located at Boyers, Pennsylvania, which will be maintained pursuant to an agreement between RemainCo and Iron Mountain for the 137RC account and by SpinCo for the 1100 account. RemainCo and SpinCo shall share all costs and expenses related to storing the Shared Library Materials with Iron Mountain in a manner consistent with Section 4.3(b) above.", "probability": 0.003411219973045334 }, { "score": 5.669188976287842, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement", "probability": 0.0015188154760209765 }, { "score": 5.341410160064697, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. The other Party will reimburse the responsible Party for the applicable percentage of such costs and expenses within thirty (30) days of receipt of such statement, unless otherwise agreed upon by the Parties.", "probability": 0.0010943405262855508 }, { "score": 4.857059001922607, "text": "RemainCo and SpinCo shall share all costs and expenses related to storing the Shared Library Materials with Iron Mountain in a manner consistent with Section 4.3(b) above.", "probability": 0.0006742197144205811 }, { "score": 4.648209095001221, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement.", "probability": 0.00054714077993915 }, { "score": 4.5535430908203125, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. The other Party will reimburse the responsible Party for the applicable percentage of such costs and expenses within thirty (30) days of receipt of such statement, unless otherwise agreed upon by the Parties.\n\n(c) Without limiting this Section 4.3, the Parties agree that as of the Distribution Time, the Shared Location will be the Iron Mountain storage facility located at Boyers, Pennsylvania, which will be maintained pursuant to an agreement between RemainCo and Iron Mountain for the 137RC account and by SpinCo for the 1100 account.", "probability": 0.0004977212256708399 }, { "score": 4.198265552520752, "text": "Without limiting this Section 4.3, the Parties agree that as of the Distribution Time, the Shared Location will be the Iron Mountain storage facility located at Boyers, Pennsylvania, which will be maintained pursuant to an agreement between RemainCo and Iron Mountain for the 137RC account and by SpinCo for the 1100 account. RemainCo and SpinCo shall share all costs and expenses related to storing the Shared Library Materials with Iron Mountain in a manner consistent with Section 4.3(b) above.", "probability": 0.0003488920612138281 }, { "score": 3.788278102874756, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement.", "probability": 0.00023154520965124671 }, { "score": 3.6208858489990234, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. The other Party will reimburse the responsible Party for the applicable percentage of such costs and expenses within thirty (30) days of receipt of such statement, unless otherwise agreed upon by the Parties.\n\n(c) Without limiting this Section 4.3, the Parties agree that as of the Distribution Time, the Shared Location will be the Iron Mountain storage facility located at Boyers, Pennsylvania, which will be maintained pursuant to an agreement between RemainCo and Iron Mountain for the 137RC account and by SpinCo for the 1100 account", "probability": 0.00019585662582378107 }, { "score": 3.391082286834717, "text": "RemainCo and SpinCo shall share all costs and expenses related to storing the Shared Library Materials with Iron Mountain in a manner consistent with Section 4.3(b) above.", "probability": 0.00015564524210160178 }, { "score": 3.3200714588165283, "text": "Each Party will be responsible for providing inventor incentive compensation to its employees under its own internal policies.", "probability": 0.00014497604189689763 }, { "score": 3.1949939727783203, "text": "Without limiting this Section 4.3, the Parties agree that as of the Distribution Time, the Shared Location will be the Iron Mountain storage facility located at Boyers, Pennsylvania, which will be maintained pursuant to an agreement between RemainCo and Iron Mountain for the 137RC account and by SpinCo for the 1100 account.", "probability": 0.0001279309946729812 }, { "score": 2.8324244022369385, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. The other Party will reimburse the responsible Party for the applicable percentage of such costs and expenses within thirty (30) days of receipt of such statement, unless otherwise agreed upon by the Parties.\n\n(c) Without limiting this Section 4.3, the Parties agree that as of the Distribution Time, the Shared Location will be the Iron Mountain storage facility located at Boyers, Pennsylvania, which will be maintained pursuant to an agreement between RemainCo and Iron Mountain for the 137RC account and by SpinCo for the 1100 account. RemainCo and SpinCo shall share all costs and expenses related to storing the Shared Library Materials with Iron Mountain in a manner consistent with Section 4.3(b) above", "probability": 8.902537521696753e-05 }, { "score": 2.4606897830963135, "text": "Remain", "probability": 6.138630868804524e-05 }, { "score": 2.273930311203003, "text": "(b) RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement.", "probability": 5.092873756084999e-05 }, { "score": 2.16817045211792, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement", "probability": 4.5817563208176614e-05 }, { "score": 2.147434711456299, "text": "RemainCo and SpinCo shall share all costs and expenses related to storing the Shared Library Materials with Iron Mountain in a manner consistent with Section 4.3(b) above.\n\nSection 4.4 Potential Allocation of Shared Library Materials. The Parties acknowledge and agree that the Shared Library Materials may contain limited material that could be allocated solely to one Party with respect to ownership and use. In the event that one Party (the \"Notifying Party\") discovers an item of Shared Library Material which it believes should be allocated to one Party based upon a good faith belief that such items belongs to or relates exclusively to the business of such Party, the Notifying Party will notify the other Party (the \"Reviewing Party\") of the item and the proposed allocation, including the Notifying Party's rationale, in writing and designate at least one representative from the relevant operating division to negotiate the proposal. The Reviewing Party will designate at least one representative from the relevant operating division to review and negotiate the proposed allocation. The Parties, including the designated representatives, shall negotiate regarding the Notifying Party's proposal in good faith.", "probability": 4.487728447849136e-05 }, { "score": 2.082376003265381, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. The", "probability": 4.2050574343910964e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Price Restrictions": [ { "text": "", "score": 12.069892883300781, "probability": 0.7871901216660935 }, { "score": 10.201489448547363, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.12151848148607038 }, { "score": 9.041427612304688, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge", "probability": 0.03809200912817322 }, { "score": 8.984079360961914, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.03596895749358982 }, { "score": 7.921299934387207, "text": "In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.01242706615189748 }, { "score": 6.080355644226074, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.0019717718561656264 }, { "score": 5.912082672119141, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge", "probability": 0.0016663899596644877 }, { "score": 4.849303245544434, "text": "In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge", "probability": 0.0005757280640479748 }, { "score": 3.1111648082733154, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In", "probability": 0.0001012403103254267 }, { "score": 2.9053053855895996, "text": "RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 8.240429655664183e-05 }, { "score": 2.5391764640808105, "text": "Spin", "probability": 5.7140243412479814e-05 }, { "score": 2.5008316040039062, "text": "which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 5.499068441685544e-05 }, { "score": 2.384603977203369, "text": "Without limiting the foregoing, within sixty (60) days from the Distribution Date, SpinCo will make all necessary filings and take all necessary actions, subject to all applicable local Laws, to amend the description of goods and services to remove referenced to nuclear subject matter from the registrations and applications for SpinCo House Marks listed on Schedule 3.3.", "probability": 4.8956696860692506e-05 }, { "score": 2.1644392013549805, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers", "probability": 3.928219622634031e-05 }, { "score": 2.122209072113037, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book,", "probability": 3.765784370768436e-05 }, { "score": 2.0720176696777344, "text": "five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 3.581439337981657e-05 }, { "score": 2.0614256858825684, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.\n\nARTICLE III\n\nTRADEMARKS\n\nSection 3.1 House Marks.\n\n(a) RemainCo agrees and acknowledges that", "probability": 3.5437049841669305e-05 }, { "score": 2.0483853816986084, "text": "In", "probability": 3.497793990490056e-05 }, { "score": 1.945024847984314, "text": "at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 3.1543168638967455e-05 }, { "score": 1.895843744277954, "text": "Co shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 3.0029371026040325e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Minimum Commitment": [ { "text": "", "score": 12.170068740844727, "probability": 0.9557701046551983 }, { "score": 8.837712287902832, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.03412946047619147 }, { "score": 6.443267822265625, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.0031134034640689376 }, { "score": 5.983339309692383, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.0019655811980508783 }, { "score": 5.562440872192383, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.0012903190832939154 }, { "score": 5.330366611480713, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 0.0010230775376394768 }, { "score": 5.204130172729492, "text": "In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.0009017471134248683 }, { "score": 4.687861442565918, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date", "probability": 0.0005381112851720913 }, { "score": 4.091491222381592, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge", "probability": 0.00029639563552059006 }, { "score": 3.7284293174743652, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.00020615602055211297 }, { "score": 3.539750576019287, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge", "probability": 0.0001707080046839208 }, { "score": 3.5157244205474854, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business", "probability": 0.00016665542650588384 }, { "score": 3.3682808876037598, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.\n\nARTICLE III\n\nTRADEMARKS\n\nSection 3.1 House Marks.\n\n(a) RemainCo agrees and acknowledges that (i) as of Distribution Date, as between the RemainCo Group and the SpinCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.1 (the \"SpinCo Trademarks\"), including the SpinCo House Marks, shall be the sole and exclusive property of the SpinCo Group and (ii) except as otherwise provided in Section 3.2, the RemainCo Group shall cease and discontinue all use of the SpinCo Marks, including the SpinCo House Marks, as of the Distribution Date.", "probability": 0.0001438088279062689 }, { "score": 3.312282085418701, "text": "In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge", "probability": 0.00013597703774713413 }, { "score": 2.301095724105835, "text": "Remain", "probability": 4.946669773215466e-05 }, { "score": 2.0329244136810303, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge", "probability": 3.7830980604280856e-05 }, { "score": 1.3464871644973755, "text": "In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 1.9042838715772677e-05 }, { "score": 1.2530605792999268, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In", "probability": 1.7344310460558068e-05 }, { "score": 0.9863386154174805, "text": "In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.\n\nARTICLE III\n\nTRADEMARKS\n\nSection 3.1 House Marks.\n\n(a) RemainCo agrees and acknowledges that (i) as of Distribution Date, as between the RemainCo Group and the SpinCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.1 (the \"SpinCo Trademarks\"), including the SpinCo House Marks, shall be the sole and exclusive property of the SpinCo Group and (ii) except as otherwise provided in Section 3.2, the RemainCo Group shall cease and discontinue all use of the SpinCo Marks, including the SpinCo House Marks, as of the Distribution Date.", "probability": 1.3283764315644305e-05 }, { "score": 0.8443703651428223, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 1.1525642216567702e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Volume Restriction": [ { "text": "", "score": 12.072072982788086, "probability": 0.9874151922708412 }, { "score": 7.3174285888671875, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.008503231076569353 }, { "score": 5.588434219360352, "text": "In the event that the Parties mutually agree that the Notifying Party's proposal is valid, the applicable item of Shared Library Material (i) shall be deemed to be owned by the specified Party, (ii) shall no longer constitute Shared Library Material; (iii) shall be permanently removed from the Shared Location by the specified Party and (iv) shall be removed from Schedule 4.1, provided, however, that the foregoing shall not limit a Party's existing use of any Shared Library Material or obligate any Party to cease utilizing any derivative works of such", "probability": 0.0015090070449777686 }, { "score": 5.209770202636719, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.0010333312758325174 }, { "score": 4.048348426818848, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge", "probability": 0.0003234748394443351 }, { "score": 3.5919671058654785, "text": "In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.0002049446645962072 }, { "score": 3.4867770671844482, "text": "In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.", "probability": 0.00018448164532916924 }, { "score": 3.393051862716675, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.00016797661457456804 }, { "score": 2.9288668632507324, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 0.00010559803585986917 }, { "score": 2.908489227294922, "text": "SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge", "probability": 0.00010346797404771109 }, { "score": 2.8771939277648926, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 0.00010028005640865956 }, { "score": 2.7489750385284424, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 8.821243562590178e-05 }, { "score": 2.327496290206909, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 5.787405582552482e-05 }, { "score": 1.8525577783584595, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 3.599322356366143e-05 }, { "score": 1.7089256048202515, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 3.1177557118606974e-05 }, { "score": 1.6981611251831055, "text": "In the event that the Parties mutually agree that the Notifying Party's proposal is valid, the applicable item of Shared Library Material (i) shall be deemed to be owned by the specified Party, (ii) shall no longer constitute Shared Library Material; (iii) shall be permanently removed from the Shared Location by the specified Party and (iv) shall be removed from Schedule 4.1, provided, however, that the foregoing shall not limit a Party's existing use of any Shared Library Material or obligate any Party to cease utilizing any derivative works of such 12\n\n\n\n\n\nShared Library Material made prior to the date of agreement regarding the Notifying Party's proposal.", "probability": 3.084374681032323e-05 }, { "score": 1.6572524309158325, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 2.9607429869950264e-05 }, { "score": 1.6441924571990967, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 2.9223271622582433e-05 }, { "score": 1.4318795204162598, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall", "probability": 2.36331982357285e-05 }, { "score": 1.3804991245269775, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo", "probability": 2.2449582846401627e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Ip Ownership Assignment": [ { "score": 12.659908294677734, "text": "The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.", "probability": 0.22340877944204668 }, { "score": 12.451286315917969, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.18134135716971675 }, { "text": "", "score": 12.2239990234375, "probability": 0.1444731841950373 }, { "score": 11.713706016540527, "text": "SpinCo and RemainCo agree and acknowledge that, although RemainCo was responsible for publishing the current forty-second (42nd) edition of the Steam Book, as of the Distribution Date, all rights, responsibilities, duties and obligations related to the publication, distribution and sale of this edition shall be transferred to SpinCo.", "probability": 0.08673009212749684 }, { "score": 11.702592849731445, "text": "This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.", "probability": 0.08577158205233733 }, { "score": 11.150278091430664, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 0.049371482581069805 }, { "score": 10.675777435302734, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or 6\n\n\n\n\n\non behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.03071872260945135 }, { "score": 10.659065246582031, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 0.030209611549389215 }, { "score": 10.521934509277344, "text": "As between SpinCo and RemainCo, SpinCo will retain and own all Copyrights in and to any future editions of the Steam Book, provided, however, that content contributed by RemainCo in the future may be owned by, and the Copyright therein owned by, RemainCo, as may be set forth in a subsequent agreement related to such contributions.", "probability": 0.026338438172566443 }, { "score": 10.47638988494873, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.025165770944327197 }, { "score": 10.298433303833008, "text": "This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.", "probability": 0.021063215844585797 }, { "score": 10.295333862304688, "text": "SpinCo and RemainCo agree and acknowledge that, although RemainCo was responsible for publishing the current forty-second (42nd) edition of the Steam Book, as of the Distribution Date, all rights, responsibilities, duties and obligations related to the publication, distribution and sale of this edition shall be transferred to SpinCo. SpinCo shall retain all proceeds of the sales of this publication.", "probability": 0.02099803270652166 }, { "score": 10.078303337097168, "text": "RemainCo agrees and acknowledges that (i) as of Distribution Date, as between the RemainCo Group and the SpinCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.1 (the \"SpinCo Trademarks\"), including the SpinCo House Marks, shall be the sole and exclusive property of the SpinCo Group and (ii) except as otherwise provided in Section 3.2, the RemainCo Group shall cease and discontinue all use of the SpinCo Marks, including the SpinCo House Marks, as of the Distribution Date.", "probability": 0.016901429894396636 }, { "score": 9.759334564208984, "text": "SpinCo and RemainCo agree and acknowledge that, although RemainCo was responsible for publishing the current forty-second (42nd) edition of the Steam Book, as of the Distribution Date, all rights, responsibilities, duties and obligations related to the publication, distribution and sale of this edition shall be transferred to SpinCo", "probability": 0.01228561977698464 }, { "score": 9.699590682983398, "text": "The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.\n\n(b) RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.011573124694030414 }, { "score": 9.562430381774902, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property", "probability": 0.010089802619312317 }, { "score": 9.38562297821045, "text": "SpinCo agrees and acknowledges that (i) as of the Date of this Agreement, as between the SpinCo Group and the RemainCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.4 (the \"RemainCo Trademarks\") shall be the sole and exclusive property of the RemainCo Group and the SpinCo Group shall cease and discontinue all use of the RemainCo Marks as of the Distribution Date.", "probability": 0.008454660845033588 }, { "score": 9.064478874206543, "text": "Without limiting the foregoing, the Parties agree and acknowledge that the Shared Library Materials may contain design standards and design manuals related solely to nuclear content set forth on Schedule 4.4 (collectively, the \"Nuclear Design Manuals\"), and that such Nuclear Design Manuals are deemed to be owned by RemainCo, subject only to SpinCo's right to confirm that such Nuclear Design Manuals, including each page therein, are marked with the engineering standards series and numbering set forth on Schedule 4.4.", "probability": 0.006132323800135604 }, { "score": 8.849169731140137, "text": "As between SpinCo and RemainCo, SpinCo will retain and own all Copyrights in and to any future editions of the Steam Book, provided, however, that content contributed by RemainCo in the future may be owned by, and the Copyright therein owned by, RemainCo, as may be set forth in a subsequent agreement related to such contributions", "probability": 0.004944444492369787 }, { "score": 8.644255638122559, "text": "SpinCo and RemainCo acknowledge and agree that, as of the Distribution Date, neither SpinCo nor RemainCo has an interest in maintaining or continuing the prosecution and maintenance of the Intellectual Property set forth on Schedule 2.6, which Intellectual Property will be owned and controlled by the SpinCo Group as of the Distribution.", "probability": 0.004028324483190702 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Joint Ip Ownership": [ { "text": "", "score": 12.170472145080566, "probability": 0.5918165415251111 }, { "score": 10.336275100708008, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.09453778977954405 }, { "score": 10.290627479553223, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.09031937728323827 }, { "score": 9.672654151916504, "text": "The Parties acknowledge and agree that each of RemainCo and SpinCo and additional members of the RemainCo Group and SpinCo Group presently have shared access to and rights to exploit the Software set forth on Schedule 5.4(a) (the \"Foundational Software\") and may have a right and interest in and to the Foundational Software, including in and to Intellectual Property embodied therein.", "probability": 0.048685376004911636 }, { "score": 9.615635871887207, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or 6\n\n\n\n\n\non behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.045987076786324285 }, { "score": 9.284530639648438, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 0.03302468081304595 }, { "score": 9.2091703414917, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 0.030627395530044947 }, { "score": 8.374516487121582, "text": "As between SpinCo and RemainCo, SpinCo will retain and own all Copyrights in and to any future editions of the Steam Book, provided, however, that content contributed by RemainCo in the future may be owned by, and the Copyright therein owned by, RemainCo, as may be set forth in a subsequent agreement related to such contributions.", "probability": 0.013293045886709659 }, { "score": 7.98591423034668, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement.", "probability": 0.00901273679247869 }, { "score": 7.978984355926514, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement.", "probability": 0.008950495569339675 }, { "score": 7.562967300415039, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 0.005904364635333768 }, { "score": 7.538034439086914, "text": "In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement.", "probability": 0.005758971989822053 }, { "score": 7.4202375411987305, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property", "probability": 0.00511901525170731 }, { "score": 6.982590198516846, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property", "probability": 0.0033045977098646595 }, { "score": 6.798732280731201, "text": "In the event that the Parties mutually agree that the Notifying Party's proposal is valid, the applicable item of Shared Library Material (i) shall be deemed to be owned by the specified Party, (ii) shall no longer constitute Shared Library Material; (iii) shall be permanently removed from the Shared Location by the specified Party and (iv) shall be removed from Schedule 4.1, provided, however, that the foregoing shall not limit a Party's existing use of any Shared Library Material or obligate any Party to cease utilizing any derivative works of such", "probability": 0.0027496037941234027 }, { "score": 6.69959831237793, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or 6\n\n\n\n\n\non behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property", "probability": 0.002490099969542196 }, { "score": 6.632442951202393, "text": "As between SpinCo and RemainCo, SpinCo will retain and own all Copyrights in and to any future editions of the Steam Book, provided, however, that content contributed by RemainCo in the future may be owned by, and the Copyright therein owned by, RemainCo, as may be set forth in a subsequent agreement related to such contributions", "probability": 0.002328367776308433 }, { "score": 6.593005657196045, "text": "RemainCo agrees and acknowledges that (i) as of Distribution Date, as between the RemainCo Group and the SpinCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.1 (the \"SpinCo Trademarks\"), including the SpinCo House Marks, shall be the sole and exclusive property of the SpinCo Group and (ii) except as otherwise provided in Section 3.2, the RemainCo Group shall cease and discontinue all use of the SpinCo Marks, including the SpinCo House Marks, as of the Distribution Date.", "probability": 0.002238330337532624 }, { "score": 6.526616096496582, "text": "RemainCo and SpinCo acknowledge and agree that the Shared Library Materials represent a collection of shared historical and foundational information related to and derived from more than fifty (50) years of research and development focused on technology and design criteria applicable to the businesses of RemainCo and SpinCo, which information, including all Know-How and Copyrights contained therein, has application to the businesses of RemainCo and SpinCo.", "probability": 0.0020945539985710005 }, { "score": 6.351212501525879, "text": "RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement", "probability": 0.00175757856644633 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__License Grant": [ { "score": 12.070611953735352, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 0.2575312679096575 }, { "text": "", "score": 11.794281005859375, "probability": 0.19535339367511736 }, { "score": 11.487983703613281, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.1438128629241913 }, { "score": 11.249807357788086, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.11333369788395055 }, { "score": 11.011134147644043, "text": "SpinCo shall have the sole right to use the title Steam/its generation and use to publish future editions of the Steam Book.", "probability": 0.08926980808976558 }, { "score": 10.478002548217773, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 0.05238036126139887 }, { "score": 10.138314247131348, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.", "probability": 0.03729440945685449 }, { "score": 10.010832786560059, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field", "probability": 0.032830631747809265 }, { "score": 9.659976959228516, "text": "The foregoing licenses include the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Shared Library Materials and to use the Shared Library Materials to design, develop, manufacture, have manufactured, sell and support products and services, subject in each case to applicable export control Laws and the provisions of Section 4.5.", "probability": 0.02311556377156041 }, { "score": 8.736235618591309, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 0.009177591499896066 }, { "score": 8.495064735412598, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field;", "probability": 0.007210901103615247 }, { "score": 8.367589950561523, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and", "probability": 0.006347868824184001 }, { "score": 8.157105445861816, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate. 15\n\n\n\n\n\nSection 5.7 Restrictions on Licensor Exploitation of Intellectual Property.\n\n(a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.005142990057772711 }, { "score": 8.088509559631348, "text": "RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.", "probability": 0.00480203001069323 }, { "score": 7.990582466125488, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services", "probability": 0.004354072673590867 }, { "score": 7.89333438873291, "text": "SpinCo shall have the sole right to use the title Steam/its generation and use to publish future editions of the Steam Book", "probability": 0.003950584633748779 }, { "score": 7.877702236175537, "text": "of the SpinCo Group, hereby grants to RemainCo", "probability": 0.0038893086774110463 }, { "score": 7.819740295410156, "text": "The foregoing licenses include the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Shared Library Materials and to use the Shared Library Materials to design, develop, manufacture, have manufactured, sell and support products and services, subject in each case to applicable export control Laws and the provisions of Section 4.5.", "probability": 0.003670285614607563 }, { "score": 7.704015731811523, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 0.0032691987345701335 }, { "score": 7.702170372009277, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.0032631714496049193 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Transferable License": [ { "score": 12.520334243774414, "text": "The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.", "probability": 0.20773483187978398 }, { "score": 12.172208786010742, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.14666293018340526 }, { "text": "", "score": 12.025888442993164, "probability": 0.1266993071496303 }, { "score": 11.935375213623047, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii). SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 0.11573503409249145 }, { "score": 11.734930992126465, "text": "The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.\n\n(b) RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.09471374839054893 }, { "score": 11.486700057983398, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii). SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate. 15\n\n\n\n\n\nSection 5.7 Restrictions on Licensor Exploitation of Intellectual Property.\n\n(a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.07389374876160067 }, { "score": 11.085262298583984, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 0.0494612964811787 }, { "score": 10.901288986206055, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.04114972161994374 }, { "score": 10.636588096618652, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate. 15\n\n\n\n\n\nSection 5.7 Restrictions on Licensor Exploitation of Intellectual Property.\n\n(a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.0315797556878917 }, { "score": 10.272385597229004, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.021940050862872446 }, { "score": 10.115508079528809, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.01875454748259969 }, { "score": 9.910202980041504, "text": "SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How", "probability": 0.01527368107399243 }, { "score": 9.814040184020996, "text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.013873330941713991 }, { "score": 9.648252487182617, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 0.01175384784403093 }, { "score": 9.519556999206543, "text": "RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.\n\n(c) SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.010334472742001485 }, { "score": 9.396844863891602, "text": "RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.", "probability": 0.00914102971841391 }, { "score": 8.379798889160156, "text": "(ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.0033059605452677968 }, { "score": 8.310371398925781, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii). RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.\n\n(c) SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.0030842224233599393 }, { "score": 8.18765926361084, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii). RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.", "probability": 0.0027280510127574843 }, { "score": 7.963594436645508, "text": "SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 0.0021804311065152116 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Affiliate License-Licensor": [ { "score": 12.682144165039062, "text": "The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.", "probability": 0.17386982829134603 }, { "score": 12.651041030883789, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.1685451677634711 }, { "score": 12.573164939880371, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.1559176028438552 }, { "score": 12.57138442993164, "text": "The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.\n\n(b) RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.15564023700040716 }, { "text": "", "score": 12.172826766967773, "probability": 0.10447935665286283 }, { "score": 11.638399124145508, "text": "RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.\n\n(c) SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.06122538340673679 }, { "score": 11.308490753173828, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 0.04402041458259739 }, { "score": 10.713610649108887, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.", "probability": 0.02428292406710306 }, { "score": 10.609071731567383, "text": "RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.", "probability": 0.02187259476281295 }, { "score": 10.250223159790039, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.015277572460347092 }, { "score": 10.179344177246094, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.014232198791310414 }, { "score": 10.117453575134277, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 0.013378063537209706 }, { "score": 9.949275970458984, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.011307188923873666 }, { "score": 9.869487762451172, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.010440061814667601 }, { "score": 9.344658851623535, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 0.006176931286450427 }, { "score": 9.155519485473633, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate. 15\n\n\n\n\n\nSection 5.7 Restrictions on Licensor Exploitation of Intellectual Property.\n\n(a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.005112467817096195 }, { "score": 9.109809875488281, "text": "The foregoing licenses include the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Shared Library Materials and to use the Shared Library Materials to design, develop, manufacture, have manufactured, sell and support products and services, subject in each case to applicable export control Laws and the provisions of Section 4.5.", "probability": 0.004884039366032775 }, { "score": 8.741986274719238, "text": "SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and", "probability": 0.0033809239010530023 }, { "score": 8.641402244567871, "text": "The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.", "probability": 0.003057400317706799 }, { "score": 8.588424682617188, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.0028996424130596906 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Affiliate License-Licensee": [ { "score": 12.67677116394043, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.16585018998386716 }, { "score": 12.668148040771484, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.16442619184752785 }, { "score": 12.572494506835938, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.14942704102403445 }, { "score": 12.406736373901367, "text": "The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.\n\n(b) RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.12660222959242542 }, { "text": "", "score": 12.218994140625, "probability": 0.1049315137755253 }, { "score": 12.123861312866211, "text": "The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.", "probability": 0.0954092047677062 }, { "score": 11.884567260742188, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii). SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 0.07510453985263027 }, { "score": 11.490955352783203, "text": "RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.\n\n(c) SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.05066671062373013 }, { "score": 10.596363067626953, "text": "RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.", "probability": 0.02071124552002852 }, { "score": 10.564196586608887, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 0.02005563844815334 }, { "score": 9.66149616241455, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii). SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate. 15\n\n\n\n\n\nSection 5.7 Restrictions on Licensor Exploitation of Intellectual Property.\n\n(a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.008132024506767595 }, { "score": 9.247540473937988, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 0.005375514126633942 }, { "score": 8.358012199401855, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.00220852737301568 }, { "score": 8.341126441955566, "text": "SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate. 15\n\n\n\n\n\nSection 5.7 Restrictions on Licensor Exploitation of Intellectual Property.\n\n(a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "probability": 0.002171547808120511 }, { "score": 8.193775177001953, "text": "The foregoing licenses shall be assignable in whole or in part only", "probability": 0.001874025749225365 }, { "score": 8.184409141540527, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.\n\nSection 5.5 Reserved.\n\nSection 5.6 Sublicensing; Assignability.\n\n(a) The foregoing licenses shall be assignable in whole or in part only", "probability": 0.0018565554988061272 }, { "score": 7.926877975463867, "text": "(c) SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.0014350385635895659 }, { "score": 7.842639923095703, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.0013191052555570474 }, { "score": 7.840810298919678, "text": "The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.\n\nSection 5.5 Reserved.\n\nSection 5.6 Sublicensing; Assignability.\n\n(a) The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.\n\n(b) RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.0013166939952135139 }, { "score": 7.684767723083496, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii). SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to:", "probability": 0.001126461687442002 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Unlimited/All-You-Can-Eat-License": [ { "score": 13.34901237487793, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.7470621555427852 }, { "text": "", "score": 11.853200912475586, "probability": 0.1673917587825029 }, { "score": 11.033004760742188, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.07371016947562453 }, { "score": 8.033380508422852, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book", "probability": 0.003671192430001984 }, { "score": 7.2189130783081055, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 0.0016258798119212603 }, { "score": 7.086029529571533, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date", "probability": 0.0014235667858001713 }, { "score": 6.939451217651367, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall", "probability": 0.0012294749782762178 }, { "score": 6.858449459075928, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities,", "probability": 0.0011338120748595037 }, { "score": 6.345704078674316, "text": "(d) RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.0006789825117489369 }, { "score": 5.7577128410339355, "text": "SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How", "probability": 0.00037713534702445476 }, { "score": 5.620941162109375, "text": "Co shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.0003289258859664639 }, { "score": 5.4510698318481445, "text": "Remain", "probability": 0.000277538905818855 }, { "score": 5.184760093688965, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business", "probability": 0.0002126508005542085 }, { "score": 4.844601154327393, "text": "The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control.\n\n(d) RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.00015133447402992424 }, { "score": 4.8291425704956055, "text": "SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.00014901304659548147 }, { "score": 4.709055423736572, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo", "probability": 0.00013215119931246663 }, { "score": 4.66288948059082, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities", "probability": 0.00012618899876028336 }, { "score": 4.628006935119629, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.00012186309320668843 }, { "score": 4.439373016357422, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that", "probability": 0.00010091356002037755 }, { "score": 4.3820576667785645, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets", "probability": 9.529229519006852e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Irrevocable Or Perpetual License": [ { "score": 12.901432037353516, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 0.242053664443025 }, { "score": 12.662517547607422, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 0.1906129563807191 }, { "score": 12.566530227661133, "text": "SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How", "probability": 0.17316720762392968 }, { "score": 12.374117851257324, "text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "probability": 0.1428571627781025 }, { "text": "", "score": 12.128955841064453, "probability": 0.11179683593256437 }, { "score": 11.36967945098877, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field", "probability": 0.052321473454287254 }, { "score": 10.667245864868164, "text": "The Parties acknowledge and agree that each of RemainCo and SpinCo and additional members of the RemainCo Group and SpinCo Group presently have shared access to and rights to exploit the Software set forth on Schedule 5.4(a) (the \"Foundational Software\") and may have a right and interest in and to the Foundational Software, including in and to Intellectual Property embodied therein. Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 0.025918922048503053 }, { "score": 10.311389923095703, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field;", "probability": 0.018158110877850183 }, { "score": 10.10977554321289, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.", "probability": 0.01484262280982293 }, { "score": 9.353171348571777, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.0069650080756172225 }, { "score": 8.895721435546875, "text": "(y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How 13\n\n\n\n\n\nlicensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.00440812246393049 }, { "score": 8.549066543579102, "text": "The Parties acknowledge and agree that each of RemainCo and SpinCo and additional members of the RemainCo Group and SpinCo Group presently have shared access to and rights to exploit the Software set forth on Schedule 5.4(a) (the \"Foundational Software\") and may have a right and interest in and to the Foundational Software, including in and to Intellectual Property embodied therein.", "probability": 0.0031167598784063023 }, { "score": 8.39535140991211, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services", "probability": 0.0026726722858903935 }, { "score": 8.316118240356445, "text": "The Parties acknowledge and agree that each of RemainCo and SpinCo and additional members of the RemainCo Group and SpinCo Group presently have shared access to and rights to exploit the Software set forth on Schedule 5.4(a) (the \"Foundational Software\") and may have a right and interest in and to the Foundational Software, including in and to Intellectual Property embodied therein. Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field;", "probability": 0.0024690801156824213 }, { "score": 8.27871036529541, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field", "probability": 0.0023784232863383412 }, { "score": 7.789604187011719, "text": "(y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 0.001458387838082108 }, { "score": 7.711825847625732, "text": "of the SpinCo Group, hereby grants to RemainCo", "probability": 0.0013492559140797305 }, { "score": 7.590360641479492, "text": "(ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 0.001194930541702288 }, { "score": 7.560882091522217, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and", "probability": 0.0011602198460736292 }, { "score": 7.505929946899414, "text": "The foregoing licenses include the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Shared Library Materials and to use the Shared Library Materials to design, develop, manufacture, have manufactured, sell and support products and services, subject in each case to applicable export control Laws and the provisions of Section 4.5.", "probability": 0.001098183405393189 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Source Code Escrow": [ { "text": "", "score": 12.2881498336792, "probability": 0.9999952411388943 }, { "score": -1.3628311157226562, "text": "SpinCo Marks in its business or operations as promptly as practicable following the Distribution Date.", "probability": 1.1788328628188319e-06 }, { "score": -1.9531142711639404, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 6.532742156620966e-07 }, { "score": -2.320383310317993, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 4.5247292815875553e-07 }, { "score": -2.453819751739502, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 3.9595140641644614e-07 }, { "score": -2.4822885990142822, "text": "If SpinCo does not exercise its right to enforce any applicable Licensed SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that", "probability": 3.848380688344065e-07 }, { "score": -2.7656798362731934, "text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "probability": 2.8986966998574376e-07 }, { "score": -2.9494078159332275, "text": "(b) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 2.412185643367562e-07 }, { "score": -3.450113296508789, "text": "(b) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 1.4620327500006093e-07 }, { "score": -3.532708168029785, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 1.346128763380382e-07 }, { "score": -3.598323345184326, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 1.2606377115712662e-07 }, { "score": -3.6318912506103516, "text": "(ii) If SpinCo does not exercise its right to enforce any applicable Licensed SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that", "probability": 1.2190231091643363e-07 }, { "score": -3.7866897583007812, "text": "of the SpinCo Group, hereby grants to RemainCo", "probability": 1.0442002695201626e-07 }, { "score": -3.812110662460327, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or 6\n\n\n\n\n\non behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 1.0179903064649098e-07 }, { "score": -3.9117636680603027, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 9.214353979440637e-08 }, { "score": -4.03220796585083, "text": "If SpinCo does not exercise its right to enforce any applicable Licensed SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that 20\n\n\n\n\n\neffect to RemainCo and, as between SpinCo and RemainCo, RemainCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 8.168768683255629e-08 }, { "score": -4.141448020935059, "text": "SpinCo Marks in its business or operations as promptly as practicable following the Distribution Date. Notwithstanding the foregoing, SpinCo agrees and acknowledges that RemainCo will change its name to BWX Technologies and that RemainCo and the RemainCo Group may continue to use \"BW\" and derivations thereof and therefrom (but not \"B&W\") in its business or operations after the Distribution Date.", "probability": 7.323425115321075e-08 }, { "score": -4.29858922958374, "text": "SpinCo further covenants to impose the obligations set forth in this Section 5.10(b) on any subsequent Third Party or Affiliate to whom SpinCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.", "probability": 6.258477356982323e-08 }, { "score": -4.318156719207764, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 6.137205033144701e-08 }, { "score": -4.403000354766846, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 5.637979725461285e-08 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Post-Termination Services": [ { "text": "", "score": 12.373079299926758, "probability": 0.9808160280380279 }, { "score": 8.003152847290039, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.012409452172589715 }, { "score": 6.66525936126709, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 0.0032562133402686913 }, { "score": 6.011763095855713, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property", "probability": 0.0016939595249760493 }, { "score": 4.57783317565918, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.0004037896449583139 }, { "score": 3.7673535346984863, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).", "probability": 0.00017954294381122938 }, { "score": 3.5231118202209473, "text": "SpinCo and RemainCo agree and acknowledge that, although RemainCo was responsible for publishing the current forty-second (42nd) edition of the Steam Book, as of the Distribution Date, all rights, responsibilities, duties and obligations related to the publication, distribution and sale of this edition shall be transferred to SpinCo.", "probability": 0.00014063567850698322 }, { "score": 3.428936004638672, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 0.00012799572827908347 }, { "score": 3.362596273422241, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 0.0001197800518037023 }, { "score": 3.299806833267212, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of SpinCo hereunder. RemainCo further covenants to impose the obligations set forth in this Section 5.10(a) on any subsequent Third Party or Affiliate to whom RemainCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.", "probability": 0.00011249038138301652 }, { "score": 3.240940809249878, "text": "Notwithstanding the foregoing, SpinCo agrees and acknowledges that RemainCo will change its name to BWX Technologies and that RemainCo and the RemainCo Group may continue to use \"BW\" and derivations thereof and therefrom (but not \"B&W\") in its business or operations after the Distribution Date.", "probability": 0.00010605965248917719 }, { "score": 3.2253968715667725, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.000104423814478887 }, { "score": 3.101909637451172, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo", "probability": 9.229320529456633e-05 }, { "score": 2.971571445465088, "text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii). SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.", "probability": 8.101483867146888e-05 }, { "score": 2.83819842338562, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property. SpinCo shall have no obligation to notify RemainCo or any member of the RemainCo Group of any such improvements or modifications or to disclose or license any such improvements or modifications to RemainCo or any member of the RemainCo Group.\n\nSection 2.6 Abandonment of Certain Intellectual Property. SpinCo and RemainCo acknowledge and agree that, as of the Distribution Date, neither SpinCo nor RemainCo has an interest in maintaining or continuing the prosecution and maintenance of the Intellectual Property set forth on Schedule 2.6, which Intellectual Property will be owned and controlled by the SpinCo Group as of the Distribution.", "probability": 7.089921129519929e-05 }, { "score": 2.8355600833892822, "text": "RemainCo further covenants to impose the obligations set forth in this Section 5.10(a) on any subsequent Third Party or Affiliate to whom RemainCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.", "probability": 7.071240161242189e-05 }, { "score": 2.7213292121887207, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 6.307913808066033e-05 }, { "score": 2.619856119155884, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "probability": 5.6992347535598857e-05 }, { "score": 2.434345006942749, "text": "on behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement", "probability": 4.734238072982194e-05 }, { "score": 2.433354377746582, "text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date.", "probability": 4.729550520721898e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Audit Rights": [ { "text": "", "score": 12.274276733398438, "probability": 0.9999980643847579 }, { "score": -2.3332183361053467, "text": "The company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request.", "probability": 4.529441514161012e-07 }, { "score": -2.456962823867798, "text": "SpinCo's right to such confirmation is expressly limited to confirmation of the engineering standards series and numbering system contained in or on such Nuclear Design Materials for purposes of confirmation of the document's identification and does not include the right to analyze, review, or approve any of the content contained in any such Nuclear Design Manual.", "probability": 4.0022398146825417e-07 }, { "score": -2.739806652069092, "text": "Engineering procurement, construction, installation, supply, lease, commissioning, training , delivery, inspection, testing of, support, operations, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, relocation, project management, construction management, technical advice, construction consultation, siting support or consultation, environmental services or consultation, safety, health, troubleshooting, cleaning, upgrading and tooling of balance of plant for power generation facilities fired with combustible fossil fuels (e.g., coal, coal slurry, oil or natural gas) and pulp and paper facilities, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).", "probability": 3.016237910642584e-07 }, { "score": -2.7791097164154053, "text": "The Parties have had access to independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith.", "probability": 2.8999899327687805e-07 }, { "score": -4.209877967834473, "text": "3. Engineering procurement, construction, installation, supply, lease, commissioning, training , delivery, inspection, testing of, support, operations, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, relocation, project management, construction management, technical advice, construction consultation, siting support or consultation, environmental services or consultation, safety, health, troubleshooting, cleaning, upgrading and tooling of balance of plant for power generation facilities fired with combustible fossil fuels (e.g., coal, coal slurry, oil or natural gas) and pulp and paper facilities, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).", "probability": 6.934605086126626e-08 }, { "score": -4.3613057136535645, "text": "The Parties acknowledge that it is desirable for future editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including, inter alia, nuclear energy sources.", "probability": 5.960154248023676e-08 }, { "score": -4.645228385925293, "text": "(c) The Parties acknowledge that it is desirable for future editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including, inter alia, nuclear energy sources.", "probability": 4.486952267627189e-08 }, { "score": -4.73177433013916, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 4.1149543676543854e-08 }, { "score": -4.829870700836182, "text": "The", "probability": 3.73045934214072e-08 }, { "score": -4.862724781036377, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 3.6098899744925947e-08 }, { "score": -4.977636814117432, "text": "For the avoidance of doubt, the following are not included in the SpinCo Core Field or the RemainCo Core Field:", "probability": 3.218016773061604e-08 }, { "score": -5.021214008331299, "text": "(a) RemainCo agrees and acknowledges that (i) as of Distribution Date, as between the RemainCo Group and the SpinCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.1 (the \"SpinCo Trademarks\"), including the SpinCo House Marks, shall be the sole and exclusive property of the SpinCo Group and (ii) except as otherwise provided in Section 3.2, the RemainCo Group shall cease and discontinue all use of the SpinCo Marks, including the SpinCo House Marks, as of the Distribution Date.", "probability": 3.080796189320637e-08 }, { "score": -5.170786380767822, "text": "\"Steam Book\" has the meaning set forth in Section 2.8.", "probability": 2.6528000217798903e-08 }, { "score": -5.214807510375977, "text": "The", "probability": 2.5385538400122464e-08 }, { "score": -5.475652694702148, "text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 1.9557023363162053e-08 }, { "score": -5.543771743774414, "text": "The Parties acknowledge that it is desirable for future editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including, inter alia, nuclear energy sources.", "probability": 1.8269178850768402e-08 }, { "score": -5.59240198135376, "text": "associated with such assistance, expressly excluding the value of the time of the other Party's personnel.", "probability": 1.740200077322771e-08 }, { "score": -5.638565540313721, "text": "The Parties acknowledge that it is desirable for future editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including, inter alia, nuclear energy sources. SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties.", "probability": 1.6616922895604967e-08 }, { "score": -5.694856643676758, "text": "The Parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing. The Parties have had access to independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith.", "probability": 1.570737777977612e-08 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Uncapped Liability": [ { "text": "", "score": 12.396980285644531, "probability": 0.9386137989259936 }, { "score": 9.314737319946289, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 0.04304134387202668 }, { "score": 8.21228313446045, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 0.014292100237458081 }, { "score": 5.321488857269287, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of RemainCo hereunder.", "probability": 0.0007936701569385103 }, { "score": 5.229969501495361, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.0007242586642837393 }, { "score": 4.947806358337402, "text": "WITHOUT LIMITING THE FOREGOING, REMAINCO AND SPINCO HEREBY ACKNOWLEDGE AND AGREE THAT ALL INTELLECTUAL PROPERTY TRANSFERRED OR LICENSED PURSUANT TO THIS AGREEMENT AND ALL INTELLECTUAL PROPERTY INCLUDED IN PRIOR TRANSFERS ARE BEING OR WERE LICENSED OR TRANSFERRED \"AS IS, WHERE IS.\"", "probability": 0.0005462001351802366 }, { "score": 4.795132160186768, "text": "WITHOUT LIMITING THE FOREGOING, REMAINCO AND SPINCO HEREBY ACKNOWLEDGE AND AGREE THAT ALL INTELLECTUAL PROPERTY TRANSFERRED OR LICENSED PURSUANT TO THIS AGREEMENT AND ALL INTELLECTUAL PROPERTY INCLUDED IN PRIOR TRANSFERS ARE BEING OR WERE LICENSED OR TRANSFERRED \"AS IS, WHERE IS.\"", "probability": 0.00046886330170487915 }, { "score": 4.307638168334961, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of RemainCo hereunder. SpinCo further covenants to impose the obligations set forth in this Section 5.10(b) on any subsequent Third Party or Affiliate to whom SpinCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.", "probability": 0.00028795875743461253 }, { "score": 4.138663291931152, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of SpinCo hereunder. RemainCo further covenants to impose the obligations set forth in this Section 5.10(a) on any subsequent Third Party or Affiliate to whom RemainCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.", "probability": 0.00024318984418820344 }, { "score": 3.9671497344970703, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of SpinCo hereunder.", "probability": 0.00020486041252352455 }, { "score": 3.619992256164551, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date", "probability": 0.00014477363061551996 }, { "score": 3.4434590339660645, "text": "The foregoing covenant shall extend to any permitted assignees or sublicensees of SpinCo hereunder. RemainCo further covenants to impose the obligations set forth in this Section 5.10(a) on any subsequent Third Party or Affiliate to whom RemainCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.\n\n(b) SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 0.0001213450490195227 }, { "score": 3.2823917865753174, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date", "probability": 0.00010329313167127934 }, { "score": 3.1139020919799805, "text": "(b) SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 8.727649566048353e-05 }, { "score": 2.9221253395080566, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 7.204597361676679e-05 }, { "score": 2.8644626140594482, "text": "RemainCo further covenants to impose the obligations set forth in this Section 5.10(a) on any subsequent Third Party or Affiliate to whom RemainCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.\n\n(b) SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 6.80091130918799e-05 }, { "score": 2.765437126159668, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 6.159718825915001e-05 }, { "score": 2.61122465133667, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date. The", "probability": 5.279432741037404e-05 }, { "score": 2.345256805419922, "text": "Spin", "probability": 4.046493932952037e-05 }, { "score": 2.115415096282959, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of RemainCo hereunder", "probability": 3.215584359396973e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Cap On Liability": [ { "text": "", "score": 12.22740364074707, "probability": 0.9923222719874754 }, { "score": 6.562310695648193, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 0.0034382237297018205 }, { "score": 6.395131587982178, "text": "WITHOUT LIMITING THE FOREGOING, REMAINCO AND SPINCO HEREBY ACKNOWLEDGE AND AGREE THAT ALL INTELLECTUAL PROPERTY TRANSFERRED OR LICENSED PURSUANT TO THIS AGREEMENT AND ALL INTELLECTUAL PROPERTY INCLUDED IN PRIOR TRANSFERS ARE BEING OR WERE LICENSED OR TRANSFERRED \"AS IS, WHERE IS.\"", "probability": 0.0029089025303601626 }, { "score": 4.4979987144470215, "text": "Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the RemainCo Core Field shall be retained by RemainCo.", "probability": 0.00043632975581659226 }, { "score": 3.8320460319519043, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 0.00022417916943142256 }, { "score": 3.4700798988342285, "text": "Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the SpinCo Core Field shall be retained by SpinCo.", "probability": 0.00015609728935152398 }, { "score": 3.185210704803467, "text": "Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the SpinCo Core Field shall be retained by SpinCo.", "probability": 0.00011740274262815541 }, { "score": 2.8093278408050537, "text": "(C) THE NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, (D) ANY OTHER MATTER CONCERNING ANY ASSETS OR INTELLECTUAL PROPERTY (E) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY ASSETS OR INTELLECTUAL PROPERTY OR (F) THAT THE LICENSOR HAS ANY RIGHTS OR TITLE AT ALL IN OR TO ANY INTELLECTUAL PROPERTY.", "probability": 8.06184397626894e-05 }, { "score": 2.2598178386688232, "text": "GED FROM, SUCH ASSETS), (C) THE NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, (D) ANY OTHER MATTER CONCERNING ANY ASSETS OR INTELLECTUAL PROPERTY (E) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY ASSETS OR INTELLECTUAL PROPERTY OR (F) THAT THE LICENSOR HAS ANY RIGHTS OR TITLE AT ALL IN OR TO ANY INTELLECTUAL PROPERTY. WITHOUT LIMITING THE FOREGOING, REMAINCO AND SPINCO HEREBY ACKNOWLEDGE AND AGREE THAT ALL INTELLECTUAL PROPERTY TRANSFERRED OR LICENSED PURSUANT TO THIS AGREEMENT AND ALL INTELLECTUAL PROPERTY INCLUDED IN PRIOR TRANSFERS ARE BEING OR WERE LICENSED OR TRANSFERRED \"AS IS, WHERE IS.\"", "probability": 4.653559028844839e-05 }, { "score": 2.2449395656585693, "text": "MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (A) THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY ASSETS OR INTELLECTUAL PROPERTY, (B) THE CONDITION OR SUFFICIENCY OF ANY ASSETS OR INTELLECTUAL PROPERTY (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE, FREEDOM FROM ENCUMBRANCE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS IN OR ON, OR DISPOSED OR DISCHARGED FROM, SUCH ASSETS), (C) THE NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, (D) ANY OTHER MATTER CONCERNING ANY ASSETS OR INTELLECTUAL PROPERTY (E) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY ASSETS OR INTELLECTUAL PROPERTY OR (F) THAT THE LICENSOR HAS ANY RIGHTS OR TITLE AT ALL IN OR TO ANY INTELLECTUAL PROPERTY.", "probability": 4.584834625113659e-05 }, { "score": 2.16318416595459, "text": "(b) SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 4.2249128639379844e-05 }, { "score": 2.0304110050201416, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of RemainCo hereunder. SpinCo further covenants to impose the obligations set forth in this Section 5.10(b) on any subsequent Third Party or Affiliate to whom SpinCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.", "probability": 3.6996028488560316e-05 }, { "score": 1.967055082321167, "text": "(D) ANY OTHER MATTER CONCERNING ANY ASSETS OR INTELLECTUAL PROPERTY (E) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY ASSETS OR INTELLECTUAL PROPERTY OR (F) THAT THE LICENSOR HAS ANY RIGHTS OR TITLE AT ALL IN OR TO ANY INTELLECTUAL PROPERTY.", "probability": 3.472481795107667e-05 }, { "score": 1.4133446216583252, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date", "probability": 1.9960277735171042e-05 }, { "score": 1.3076270818710327, "text": "Any recovery obtained as a result of such proceeding in the RemainCo Core Field shall be retained by (i) RemainCo in the event that RemainCo assumed and paid the applicable costs of the litigation or proceeding or (ii) SpinCo in the event that SpinCo assumed and paid the applicable costs of the litigation or proceeding in accordance with this Section 8.4(b)(i).", "probability": 1.7957837435731225e-05 }, { "score": 1.2036830186843872, "text": "In connection with the foregoing, SpinCo shall assume and pay its and RemainCo's out-of-pocket costs incurred in connection with any litigations or proceedings described above, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the SpinCo Core Field shall be retained by SpinCo.", "probability": 1.618496269397557e-05 }, { "score": 1.1330878734588623, "text": "Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the RemainCo Core Field shall be retained by RemainCo", "probability": 1.5081780670015959e-05 }, { "score": 1.1031086444854736, "text": "(INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE, FREEDOM FROM ENCUMBRANCE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS IN OR ON, OR DISPOSED OR DISCHARGED FROM, SUCH ASSETS), (C) THE NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, (D) ANY OTHER MATTER CONCERNING ANY ASSETS OR INTELLECTUAL PROPERTY (E) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY ASSETS OR INTELLECTUAL PROPERTY OR (F) THAT THE LICENSOR HAS ANY RIGHTS OR TITLE AT ALL IN OR TO ANY INTELLECTUAL PROPERTY.", "probability": 1.4636350698047757e-05 }, { "score": 1.0079596042633057, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of RemainCo hereunder.", "probability": 1.3307917621379304e-05 }, { "score": 0.944634199142456, "text": "WITHOUT LIMITING THE FOREGOING, REMAINCO AND SPINCO HEREBY ACKNOWLEDGE AND AGREE THAT ALL INTELLECTUAL PROPERTY TRANSFERRED OR LICENSED PURSUANT TO THIS AGREEMENT AND ALL INTELLECTUAL PROPERTY INCLUDED IN PRIOR TRANSFERS ARE BEING OR WERE LICENSED OR TRANSFERRED \"AS IS, WHERE IS", "probability": 1.2491316999053957e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Liquidated Damages": [ { "text": "", "score": 12.162900924682617, "probability": 0.9999829908559026 }, { "score": 1.0522947311401367, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 1.4952632258385053e-05 }, { "score": -3.2147090435028076, "text": "provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How 13\n\n\n\n\n\nlicensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 2.0969180541216266e-07 }, { "score": -3.237056255340576, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 2.050577501745119e-07 }, { "score": -3.242128372192383, "text": "licensed", "probability": 2.0402030654605074e-07 }, { "score": -3.5160112380981445, "text": "(ii) If RemainCo does not exercise its right to enforce any applicable Licensed RemainCo Intellectual Property in the SpinCo Core Field, RemainCo shall provide notice to that effect to SpinCo and, as between RemainCo and SpinCo, SpinCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field. SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field. RemainCo, as the owner and licensor, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall 19\n\n\n\n\n\nprovide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding. In connection with the foregoing, SpinCo shall assume and pay its and RemainCo's out-of-pocket costs incurred in connection with any litigations or proceedings described above, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the SpinCo Core Field shall be retained by SpinCo.", "probability": 1.5514135434928183e-07 }, { "score": -3.5885751247406006, "text": "WITHOUT LIMITING THE FOREGOING, REMAINCO AND SPINCO HEREBY ACKNOWLEDGE AND AGREE THAT ALL INTELLECTUAL PROPERTY TRANSFERRED OR LICENSED PURSUANT TO THIS AGREEMENT AND ALL INTELLECTUAL PROPERTY INCLUDED IN PRIOR TRANSFERS ARE BEING OR WERE LICENSED OR TRANSFERRED \"AS IS, WHERE IS.\"", "probability": 1.4428244155554443e-07 }, { "score": -3.6534106731414795, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 1.3522461759452717e-07 }, { "score": -3.7906932830810547, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.\n\n(b) RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo", "probability": 1.1787852203271235e-07 }, { "score": -3.795396327972412, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 1.1732543566632965e-07 }, { "score": -3.9306156635284424, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 1.0248661856253719e-07 }, { "score": -3.975494384765625, "text": "(b) SpinCo shall not have, nor shall any member of the SpinCo Group have, any obligation to maintain the pendency, subsistence, validity, enforceability or confidentiality of any Licensed SpinCo Intellectual Property. SpinCo may, and may permit an applicable member of the RemainCo Group to, discontinue maintenance, abandon or dedicate to the public any Licensed RemainCo Intellectual Property.\n\nSection 5.10 Covenants.\n\n(a) RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 9.798883251114474e-08 }, { "score": -4.000551223754883, "text": "(ii) If SpinCo does not exercise its right to enforce any applicable Licensed SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that", "probability": 9.556404769795216e-08 }, { "score": -4.001226902008057, "text": "(ii) If RemainCo does not exercise its right to enforce any applicable Licensed RemainCo Intellectual Property in the SpinCo Core Field, RemainCo shall provide notice to that effect to SpinCo and, as between RemainCo and SpinCo, SpinCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field. SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field. RemainCo, as the owner and licensor, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall", "probability": 9.549949895868284e-08 }, { "score": -4.235048294067383, "text": "(ii) If RemainCo does not exercise its right to enforce any applicable Licensed RemainCo Intellectual Property in the SpinCo Core Field, RemainCo shall provide notice to that effect to SpinCo and, as between RemainCo and SpinCo, SpinCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field. SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field. RemainCo, as the owner and licensor, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall 19\n\n\n\n\n\nprovide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding. In connection with the foregoing, SpinCo shall assume and pay its and RemainCo's out-of-pocket costs incurred in connection with any litigations or proceedings described above, including, without limitation, attorney's fees.", "probability": 7.558815635241769e-08 }, { "score": -4.369783401489258, "text": "SpinCo Marks in its business or operations as promptly as practicable following the Distribution Date.", "probability": 6.606007144545713e-08 }, { "score": -4.37514591217041, "text": "(b) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 6.57067717400938e-08 }, { "score": -4.517131328582764, "text": "(b) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 5.700942325263163e-08 }, { "score": -4.529616832733154, "text": "If SpinCo does not exercise its right to enforce any applicable Licensed SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that", "probability": 5.6302056963493785e-08 }, { "score": -4.540652751922607, "text": "(m). Wastewater treatment systems (i) that process wastewater derived from combustion power generation and municipal solid waste(\"MSW\") systems, including\n\n\n\n\n\n\n\nwithout limitation FGD dewatering systems or zero liquid discharge (ZLD) systems, or associated subsystems, equipment or components thereof, including valves or (ii) that process wastewater as part of or ancillary to the systems set forth in SpinCo Core Field 2(k), 2(l) or 2(n), in each case other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).", "probability": 5.568412799127507e-08 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Warranty Duration": [ { "text": "", "score": 11.90585708618164, "probability": 0.599065200527133 }, { "score": 11.429098129272461, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 0.37189497317762493 }, { "score": 7.960722923278809, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 0.011591085116995976 }, { "score": 7.67987060546875, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date", "probability": 0.008752890252850044 }, { "score": 7.223163604736328, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 0.005543782112990679 }, { "score": 5.351773262023926, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 0.0008532408772615388 }, { "score": 4.68919563293457, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution", "probability": 0.0004398634187914881 }, { "score": 4.371167182922363, "text": "270 days following the Distribution Date.", "probability": 0.0003200367448554453 }, { "score": 4.339756011962891, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business", "probability": 0.0003101402597359607 }, { "score": 3.772768020629883, "text": "Remain", "probability": 0.00017592128568714256 }, { "score": 3.6858959197998047, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However", "probability": 0.00016128363994831268 }, { "score": 3.657135009765625, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets", "probability": 0.00015671104685497189 }, { "score": 3.6083364486694336, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After", "probability": 0.0001492473628279179 }, { "score": 3.5905940532684326, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 0.0001466227097716433 }, { "score": 3.4976203441619873, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 0.00013360517269292812 }, { "score": 3.023939609527588, "text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date. All of RemainCo's use of the SpinCo House Marks shall inure to the benefit of SpinCo. RemainCo agrees to use the SpinCo House Marks in accordance with such quality standards as are used by the SpinCo Group as of the date of this Agreement.", "probability": 8.319674658193373e-05 }, { "score": 2.853034734725952, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 7.012668335929897e-05 }, { "score": 2.8184659481048584, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 6.774391105929182e-05 }, { "score": 2.344785213470459, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date. All of RemainCo's use of the SpinCo House Marks shall inure to the benefit of SpinCo. RemainCo agrees to use the SpinCo House Marks in accordance with such quality standards as are used by the SpinCo Group as of the date of this Agreement.", "probability": 4.218454186517648e-05 }, { "score": 2.3438334465026855, "text": "After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 4.214441111227046e-05 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Insurance": [ { "text": "", "score": 12.228475570678711, "probability": 0.9999990996530016 }, { "score": -3.328221321105957, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "probability": 1.7531214045149334e-07 }, { "score": -4.124466896057129, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 7.906912499885233e-08 }, { "score": -4.258796691894531, "text": "(b) SpinCo shall not have, nor shall any member of the SpinCo Group have, any obligation to maintain the pendency, subsistence, validity, enforceability or confidentiality of any Licensed SpinCo Intellectual Property. SpinCo may, and may permit an applicable member of the RemainCo Group to, discontinue maintenance, abandon or dedicate to the public any Licensed RemainCo Intellectual Property.\n\nSection 5.10 Covenants.\n\n(a) RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 6.91302685061832e-08 }, { "score": -4.301297187805176, "text": "(ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "probability": 6.625375735927731e-08 }, { "score": -4.3820905685424805, "text": "(a) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property. RemainCo shall have no obligation to notify SpinCo or any member of the SpinCo Group of any such improvements or modifications or to disclose or license any such improvements or modifications to SpinCo or any member of the SpinCo Group.\n\n(b) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 6.111142256391981e-08 }, { "score": -4.525247573852539, "text": "(b) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 5.296025846868041e-08 }, { "score": -4.77468204498291, "text": "(a) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property. RemainCo shall have no obligation to notify SpinCo or any member of the SpinCo Group of any such improvements or modifications or to disclose or license any such improvements or modifications to SpinCo or any member of the SpinCo Group.\n\n(b) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 4.1268822879712894e-08 }, { "score": -4.806667804718018, "text": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "probability": 3.996969576866534e-08 }, { "score": -4.880274295806885, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 3.7133334495173634e-08 }, { "score": -4.902116775512695, "text": "(a) The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.\n\n(b) RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "probability": 3.633104429086781e-08 }, { "score": -5.0243072509765625, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or", "probability": 3.215223978397794e-08 }, { "score": -5.081323146820068, "text": "(h). Heat transfer surface cleaning systems and support subsystems, equipment and components thereof (other than said systems related to or utilized in connection with nuclear fueled systems and expressly excluding nuclear steam generators), including sootblowers (air, steam, water or sonic), related valve or piping systems, sprayers, controls (basic, intelligent) or diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom", "probability": 3.037033225091029e-08 }, { "score": -5.086094856262207, "text": "If SpinCo does not exercise its right to enforce any applicable Licensed SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that", "probability": 3.0225759054708457e-08 }, { "score": -5.141033172607422, "text": "(b) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 2.860999674563717e-08 }, { "score": -5.179561138153076, "text": "(b) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by", "probability": 2.7528676075942678e-08 }, { "score": -5.285038948059082, "text": "(h).", "probability": 2.4772902578946465e-08 }, { "score": -5.324920654296875, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 2.380435891562861e-08 }, { "score": -5.388217926025391, "text": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii). RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.", "probability": 2.2344304131885166e-08 }, { "score": -5.403812408447266, "text": "(ii) If SpinCo does not exercise its right to enforce any applicable Licensed SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that", "probability": 2.1998559137709524e-08 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Covenant Not To Sue": [ { "score": 13.4146728515625, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "probability": 0.3483729648664144 }, { "score": 13.098553657531738, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 0.2539543305744186 }, { "score": 12.639081954956055, "text": "RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e.g., in the event that any RemainCo House Mark is cited against an application for a SpinCo House Mark).", "probability": 0.16040193314542445 }, { "score": 12.239791870117188, "text": "SpinCo agrees not to, and shall not permit any member of the SpinCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by RemainCo or any member of the RemainCo Group of any RemainCo House Marks as long as such use and/or registration does not make use of the SpinCo House Marks and further agrees to take such actions as may be reasonably requested by RemainCo and execute or cause to be executed by the appropriate members of the SpinCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by RemainCo to facilitate the registration and continued prosecution of RemainCo House Marks (e.g., in the event that any SpinCo House Mark is cited against an application for a RemainCo House Mark).", "probability": 0.10759698883698873 }, { "text": "", "score": 12.15236759185791, "probability": 0.09858985681819453 }, { "score": 9.916132926940918, "text": "No Party shall have any obligation to institute or maintain any action or suit against any Third Party for infringement or misappropriation of any Intellectual Property licensed hereunder, or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any such Intellectual Property or which claims that any Intellectual Property licensed to the other Party infringes or constitutes misappropriation of the Intellectual Property rights of any Third Party.", "probability": 0.010535323135711682 }, { "score": 8.68962574005127, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of RemainCo hereunder.", "probability": 0.0030901713192132774 }, { "score": 8.52448844909668, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of SpinCo hereunder.", "probability": 0.0026197771097228153 }, { "score": 8.398838996887207, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date", "probability": 0.002310444174353997 }, { "score": 8.198370933532715, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.001890746502515209 }, { "score": 8.056642532348633, "text": "The foregoing covenant shall extend to any permitted assignees or sublicensees of SpinCo hereunder. RemainCo further covenants to impose the obligations set forth in this Section 5.10(a) on any subsequent Third Party or Affiliate to whom RemainCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.\n\n(b) SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date.", "probability": 0.001640897461500505 }, { "score": 8.025382995605469, "text": "RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e.g., in the event that any RemainCo House Mark is cited against an application for a SpinCo House Mark).\n\nSection 3.2 Limited License to Use SpinCo House Marks. RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.", "probability": 0.0015903971867723347 }, { "score": 7.911263942718506, "text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date", "probability": 0.0014188756116171324 }, { "score": 7.888091087341309, "text": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of SpinCo hereunder. RemainCo further covenants to impose the obligations set forth in this Section 5.10(a) on any subsequent Third Party or Affiliate to whom RemainCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.", "probability": 0.0013863742414189307 }, { "score": 7.399290084838867, "text": "effect to RemainCo and, as between SpinCo and RemainCo, RemainCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 0.0008503484071387521 }, { "score": 7.393909931182861, "text": "SpinCo agrees not to, and shall not permit any member of the SpinCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by RemainCo or any member of the RemainCo Group of any RemainCo House Marks as long as such use and/or registration does not make use of the SpinCo House Marks and further agrees to take such actions as may be reasonably requested by RemainCo and execute or cause to be executed by the appropriate members of the SpinCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by RemainCo to facilitate the registration and continued prosecution of RemainCo House Marks (e.g., in the event that any SpinCo House Mark is cited against an application for a RemainCo House Mark", "probability": 0.0008457856871206552 }, { "score": 7.337040424346924, "text": "If SpinCo does not exercise its right to enforce any applicable Licensed SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that", "probability": 0.0007990284049511806 }, { "score": 7.287329196929932, "text": "(b) RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e.g., in the event that any RemainCo House Mark is cited against an application for a SpinCo House Mark).", "probability": 0.0007602788457909151 }, { "score": 7.284670352935791, "text": "effect to RemainCo and, as between SpinCo and RemainCo, RemainCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "probability": 0.0007582600679448918 }, { "score": 7.02903938293457, "text": "RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e.g., in the event that any RemainCo House Mark is cited against an application for a SpinCo House Mark", "probability": 0.0005872176027869917 } ], "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Third Party Beneficiary": [ { "score": 12.150369644165039, "text": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder, this Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties.", "probability": 0.38417633208652174 }, { "text": "", "score": 12.138675689697266, "probability": 0.37970995724096124 }, { "score": 11.090189933776855, "text": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder, this Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties.", "probability": 0.13307620511715396 }, { "score": 10.198941230773926, "text": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder, this Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties", "probability": 0.054580312016151135 }, { "score": 9.037933349609375, "text": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder, this Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties", "probability": 0.017092937231212843 }, { "score": 8.967317581176758, "text": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder, this Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.", "probability": 0.015927538342853997 }, { "score": 8.466100692749023, "text": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder, this Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.", "probability": 0.009648791688793535 }, { "score": 7.051339149475098, "text": "All of RemainCo's use of the SpinCo House Marks shall inure to the benefit of SpinCo.", "probability": 0.00234449763461888 }, { "score": 6.1311235427856445, "text": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder", "probability": 0.0009341255237479645 }, { "score": 5.212968826293945, "text": "All of RemainCo's use of the SpinCo House Marks shall inure to the benefit of SpinCo", "probability": 0.00037295437996557874 }, { "score": 5.024110794067383, "text": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "probability": 0.0003087704356880013 }, { "score": 5.001408576965332, "text": "Except", "probability": 0.00030183963219516984 }, { "score": 4.919980049133301, "text": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder", "probability": 0.00027823534749741186 }, { "score": 4.863812446594238, "text": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties", "probability": 0.00026303832046182683 }, { "score": 4.65913724899292, "text": "Third-Party Beneficiaries; Assignment. 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This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns", "probability": 0.00014161449714733882 }, { "score": 4.210103988647461, "text": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property.", "probability": 0.00013680974920876303 } ], "VAPOTHERM, INC. - 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Manufacturing and Supply Agreement__Parties": [ { "score": 12.516300201416016, "text": "MEDICA S.p.A.,", "probability": 0.15584862460595258 }, { "score": 12.412649154663086, "text": "VAPOTHERM, INC., a Maryland corporation (\"Vapotherm\") and MEDICA S.p.A.,", "probability": 0.1405037437473306 }, { "score": 12.354552268981934, "text": "VAPOTHERM, INC.,", "probability": 0.13257350530523473 }, { "score": 12.068140029907227, "text": "MEDICA", "probability": 0.09955646887372122 }, { "score": 11.964488983154297, "text": "VAPOTHERM, INC., a Maryland corporation (\"Vapotherm\") and MEDICA", "probability": 0.08975412279954219 }, { "text": "", "score": 11.958009719848633, "probability": 0.08917446212012604 }, { "score": 11.68575668334961, "text": "VAPOTHERM", "probability": 0.06792075534188913 }, { "score": 11.340385437011719, "text": "VAPOTHERM, INC., a Maryland corporation (\"Vapotherm", "probability": 0.048085006659362634 }, { "score": 10.961274147033691, "text": "MEDICA S.p.A", "probability": 0.03291271728428496 }, { "score": 10.857623100280762, "text": "VAPOTHERM, INC., a Maryland corporation (\"Vapotherm\") and MEDICA S.p.A", "probability": 0.02967212580176268 }, { "score": 10.82946491241455, "text": "MEDICA S.p.A., an Italian company (\"Medica", "probability": 0.02884826614127248 }, { "score": 10.725813865661621, "text": "VAPOTHERM, INC., a Maryland corporation (\"Vapotherm\") and MEDICA S.p.A., an Italian company (\"Medica", "probability": 0.026007861177578386 }, { "score": 10.301468849182129, "text": "Vapotherm\") and MEDICA S.p.A.,", "probability": 0.017014294247298906 }, { "score": 9.85330867767334, "text": "Vapotherm\") and MEDICA", "probability": 0.010868771283175318 }, { "score": 9.592497825622559, "text": "MEDICA S.p.A", "probability": 0.00837359083684332 }, { "score": 9.288138389587402, "text": "MEDICA S.p.A", "probability": 0.006176324597530109 }, { "score": 9.229204177856445, "text": "Vapotherm", "probability": 0.005822846068966272 }, { "score": 8.841912269592285, "text": "MEDICA, S.p.A.", "probability": 0.003953088804833881 }, { "score": 8.746442794799805, "text": "Vapotherm\") and MEDICA S.p.A", "probability": 0.0035931446797740707 }, { "score": 8.673469543457031, "text": "VAPOTHERM, INC.\n\nAND\n\nMEDICA, S.p.A.", "probability": 0.003340279623520469 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Agreement Date": [ { "score": 15.896443367004395, "text": "January 1, 2013", "probability": 0.5902840438918306 }, { "score": 15.312002182006836, "text": "January 1st, 2013", "probability": 0.32903451904696945 }, { "score": 13.766532897949219, "text": "January 1st, 2013,", "probability": 0.07015403905660049 }, { "text": "", "score": 11.240589141845703, "probability": 0.005611115977465582 }, { "score": 10.207414627075195, "text": "DATED AS OF January 1, 2013", "probability": 0.0019968583318774576 }, { "score": 9.068614959716797, "text": "\nDATED AS OF January 1, 2013", "probability": 0.0006394003110319231 }, { "score": 8.945913314819336, "text": "1st, 2013", "probability": 0.0005655671755585781 }, { "score": 8.56363296508789, "text": "January 1, 2013\n", "probability": 0.00038588860064245394 }, { "score": 8.298177719116211, "text": "January 1st", "probability": 0.0002959212827994855 }, { "score": 7.838810443878174, "text": "1, 2013", "probability": 0.0001869285030717089 }, { "score": 7.719901084899902, "text": "AS OF January 1, 2013", "probability": 0.00016597162636783542 }, { "score": 7.400444030761719, "text": "1st, 2013,", "probability": 0.0001205855903453214 }, { "score": 7.209855079650879, "text": "January", "probability": 9.966064282400887e-05 }, { "score": 7.158148288726807, "text": ", 2013", "probability": 9.463846991154931e-05 }, { "score": 7.106596946716309, "text": "January 1,", "probability": 8.988334923849876e-05 }, { "score": 6.856437683105469, "text": "January 1, 2013\n\nBETWEEN\n\nVAPOTHERM, INC.\n\nAND\n\nMEDICA, S.p.A.", "probability": 6.999007501226132e-05 }, { "score": 6.737824440002441, "text": "January", "probability": 6.216177141711576e-05 }, { "score": 6.494300842285156, "text": "ATED AS OF January 1, 2013", "probability": 4.872618696733544e-05 }, { "score": 6.475478172302246, "text": "January 1st,", "probability": 4.781760779855177e-05 }, { "score": 6.442848205566406, "text": "January 1", "probability": 4.628250226957621e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Effective Date": [ { "score": 15.911625862121582, "text": "January 1, 2013", "probability": 0.6217458753527029 }, { "score": 15.182844161987305, "text": "January 1st, 2013", "probability": 0.2999901823423201 }, { "score": 13.498346328735352, "text": "January 1st, 2013,", "probability": 0.055659452266294686 }, { "text": "", "score": 11.670816421508789, "probability": 0.008950612879660461 }, { "score": 11.554264068603516, "text": "DATED AS OF January 1, 2013", "probability": 0.00796589780047517 }, { "score": 10.04458999633789, "text": "\nDATED AS OF January 1, 2013", "probability": 0.0017603199511348191 }, { "score": 9.770882606506348, "text": "January 1, 2013", "probability": 0.001338819416434703 }, { "score": 9.387974739074707, "text": "January 1, 2013", "probability": 0.0009129084526656922 }, { "score": 8.51770305633545, "text": "1st, 2013", "probability": 0.0003823605157006854 }, { "score": 8.448931694030762, "text": "January 1st", "probability": 0.000356948873350582 }, { "score": 7.786205291748047, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 0.00018398719399579245 }, { "score": 7.32686710357666, "text": "1, 2013", "probability": 0.00011622500018479237 }, { "score": 7.236876487731934, "text": "January 1,", "probability": 0.00010622264898219052 }, { "score": 7.153156757354736, "text": "January", "probability": 9.769179978678526e-05 }, { "score": 7.1239824295043945, "text": "January 1, 2013\n", "probability": 9.488288058581297e-05 }, { "score": 7.0262370109558105, "text": "November 7th 2009", "probability": 8.604736294248795e-05 }, { "score": 6.8332061767578125, "text": "1st, 2013,", "probability": 7.094231218526199e-05 }, { "score": 6.8067827224731445, "text": "January", "probability": 6.90923204654719e-05 }, { "score": 6.688076019287109, "text": "AS OF January 1, 2013", "probability": 6.135869475279836e-05 }, { "score": 6.486794948577881, "text": ", 2013", "probability": 5.017193537877628e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Expiration Date": [ { "score": 13.783604621887207, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 0.5002764367480944 }, { "score": 13.347185134887695, "text": "The provisions of this Section 10.2 will survive termination or expiration of this Agreement and will continue for a period of 5 years from the date of that termination or expiration.", "probability": 0.32335194147942725 }, { "score": 11.995427131652832, "text": "\"Year\" means (1) the period commencing with the date of this Agreement and ending on November 7th 2009, (2) any subsequent 12-month period commencing on January 1st and ending on December 31st, and (3) the period beginning January 1st of the year in which this Agreement expires or is terminated and ending on the date this Agreement expires or is terminated.", "probability": 0.08367860494796886 }, { "text": "", "score": 11.729751586914062, "probability": 0.06415536913738483 }, { "score": 10.002711296081543, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable", "probability": 0.011407459611989468 }, { "score": 9.7227201461792, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. 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This Agreement may be terminated as follows:", "probability": 9.628486712660307e-05 }, { "score": 4.991229057312012, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -", "probability": 7.598534810035477e-05 }, { "score": 4.683894157409668, "text": "The provisions of this Section 10.2", "probability": 5.587994966644655e-05 }, { "score": 4.664658069610596, "text": "The", "probability": 5.481531062209088e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Renewal Term": [ { "score": 13.56287956237793, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 0.815836198092742 }, { "text": "", "score": 11.568933486938477, "probability": 0.11108187274728783 }, { "score": 11.041974067687988, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable", "probability": 0.06558244821764304 }, { "score": 8.530771255493164, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows:", "probability": 0.005323363233189072 }, { "score": 7.062244415283203, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].\n\nARTICLE 13\n\nTERM AND TERMINATION; BUSINESS CONTINUITY\n\n13.1 Term. The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 0.001225781316520787 }, { "score": 5.271761894226074, "text": "The", "probability": 0.0002045579292556394 }, { "score": 4.630297660827637, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows", "probability": 0.00010770402702693052 }, { "score": 4.5625152587890625, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows: (1) by Vapotherm upon [* * *]", "probability": 0.00010064551317229307 }, { "score": 4.54133939743042, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].\n\nARTICLE 13\n\nTERM AND TERMINATION; BUSINESS CONTINUITY\n\n13.1 Term. The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable", "probability": 9.853666488155078e-05 }, { "score": 3.9880142211914062, "text": "Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 5.666198543378798e-05 }, { "score": 3.948546886444092, "text": "This Agreement may be terminated as follows:", "probability": 5.4469243353491516e-05 }, { "score": 3.869816303253174, "text": ".", "probability": 5.034531756074693e-05 }, { "score": 3.8324310779571533, "text": "three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 4.8497894844993155e-05 }, { "score": 3.7492711544036865, "text": "Term. The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 4.4627955526396164e-05 }, { "score": 3.654113531112671, "text": "unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 4.057705848276176e-05 }, { "score": 3.430948257446289, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This", "probability": 3.2460941650544456e-05 }, { "score": 3.3264946937561035, "text": "Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 2.924135596804444e-05 }, { "score": 3.2688450813293457, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.", "probability": 2.7603274172227466e-05 }, { "score": 3.2576839923858643, "text": "or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 2.729690446420423e-05 }, { "score": 3.2508254051208496, "text": "This Agreement may be terminated as follows:", "probability": 2.7110326823773207e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Notice Period To Terminate Renewal": [ { "score": 13.981761932373047, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 0.8110995286681069 }, { "text": "", "score": 11.808123588562012, "probability": 0.0922730786004675 }, { "score": 11.614160537719727, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable", "probability": 0.07600425878193405 }, { "score": 10.122859954833984, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows:", "probability": 0.017107018064400018 }, { "score": 7.108676910400391, "text": "This Agreement may be terminated as follows:", "probability": 0.0008397137223165606 }, { "score": 6.959375381469727, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.", "probability": 0.000723253293830211 }, { "score": 6.437260627746582, "text": "The provisions of this Section 10.2 will survive termination or expiration of this Agreement and will continue for a period of 5 years from the date of that termination or expiration.", "probability": 0.00042908058466502037 }, { "score": 6.232525825500488, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows", "probability": 0.0003496420588162191 }, { "score": 6.212140083312988, "text": "This Agreement may be terminated as follows:", "probability": 0.0003425865066242214 }, { "score": 6.087802886962891, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.", "probability": 0.0003025319838284623 }, { "score": 5.202738285064697, "text": "The", "probability": 0.00012485117171301744 }, { "score": 4.511112213134766, "text": ".", "probability": 6.252061420979002e-05 }, { "score": 4.429754257202148, "text": "three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 5.76354813541022e-05 }, { "score": 4.420675754547119, "text": "with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 5.711460544776457e-05 }, { "score": 4.341834545135498, "text": "unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 5.27845567280519e-05 }, { "score": 4.028372764587402, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This", "probability": 3.858088247716729e-05 }, { "score": 4.0066423416137695, "text": "Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 3.7751547121148244e-05 }, { "score": 3.9141945838928223, "text": "automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 3.441796617170876e-05 }, { "score": 3.849522113800049, "text": "or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 3.226252146548926e-05 }, { "score": 3.822053909301758, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows: (1)", "probability": 3.138838832280048e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Governing Law": [ { "score": 15.87306022644043, "text": "This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "probability": 0.5865846750729078 }, { "score": 15.48176383972168, "text": "This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "probability": 0.39663665879522064 }, { "text": "", "score": 12.201801300048828, "probability": 0.014925305152628665 }, { "score": 9.461738586425781, "text": "Vapotherm is a corporation validly existing and in good standing under the law of the State of Maryland with the power to own all of its properties and assets and to carry on its business as it is currently being conducted.", "probability": 0.0009636716939531731 }, { "score": 7.909209728240967, "text": ".", "probability": 0.00020402077195740654 }, { "score": 7.519867897033691, "text": "This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws", "probability": 0.00013822461138785928 }, { "score": 7.3574910163879395, "text": ".", "probability": 0.00011750761031535876 }, { "score": 7.1634440422058105, "text": "This Agreement is governed by the laws of the State of New York", "probability": 9.67815257081622e-05 }, { "score": 6.8914031982421875, "text": "This Agreement is governed by the laws of the State of New York", "probability": 7.373040625200772e-05 }, { "score": 6.4739227294921875, "text": "Vapotherm is a corporation validly existing and in good standing under the law of the State of Maryland with the power to own all of its properties and assets and to carry on its business as it is currently being conducted", "probability": 4.856653984466477e-05 }, { "score": 6.292263031005859, "text": "This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws", "probability": 4.049891221026927e-05 }, { "score": 5.956587791442871, "text": "This", "probability": 2.8950858992944126e-05 }, { "score": 5.784894943237305, "text": "Governing Law. This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "probability": 2.4383508605740294e-05 }, { "score": 5.532675743103027, "text": "This", "probability": 1.894779994393671e-05 }, { "score": 5.4907546043396, "text": "is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "probability": 1.816990561930077e-05 }, { "score": 5.430577278137207, "text": "Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "probability": 1.7108738594183507e-05 }, { "score": 5.4276862144470215, "text": "Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "probability": 1.7059347571946363e-05 }, { "score": 5.393765449523926, "text": "Governing Law. This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "probability": 1.649038581597512e-05 }, { "score": 5.309366226196289, "text": "At any time or from time to time from the date of this Agreement, Medica, on the one hand, and Vapotherm, on the other hand, shall at the request, and at the expense, of the other do the following: (1) to the extent consistent with this Agreement deliver to the other such records, data, or other documents requested by the other; and (2) take or cause to be taken all such other actions as are reasonably necessary or desirable in order to permit the other to obtain the full benefits of this Agreement.\n\n14.3 Governing Law. This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "probability": 1.5155724417625634e-05 }, { "score": 5.236640453338623, "text": "is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "probability": 1.4092638052289528e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Most Favored Nation": [ { "score": 12.691423416137695, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.4095876093116834 }, { "text": "", "score": 12.087898254394531, "probability": 0.22399543245487077 }, { "score": 11.52770709991455, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.12792376574072148 }, { "score": 10.734162330627441, "text": "During the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months.", "probability": 0.05785209903357387 }, { "score": 10.612302780151367, "text": "If for any reason other than an Event of Force Majeure, Medica delivers any shipment of Cartridges later than the date of delivery set out in the applicable purchase order, Vapotherm will be entitled to the following as an alternative, in its sole discretion, to its rights under Section 3.6 and Section 13.2(a):\n\n(1) a [* * *]% reduction in the price of each Cartridge in the shipment for every [* * *] the shipment is delayed (from the Required Ship Date specified in the Purchase Order) to a maximum of [* * *]%.", "probability": 0.05121488367493988 }, { "score": 9.48547649383545, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.016596700329315022 }, { "score": 9.482410430908203, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.016545891732701132 }, { "score": 9.392337799072266, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.015120708157958039 }, { "score": 9.276966094970703, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\").", "probability": 0.013473078394537581 }, { "score": 9.2456693649292, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.013057945138115227 }, { "score": 9.131058692932129, "text": "If for any reason other than an Event of Force Majeure, Medica delivers any shipment of Cartridges later than the date of delivery set out in the applicable purchase order, Vapotherm will be entitled to the following as an alternative, in its sole discretion, to its rights under Section 3.6 and Section 13.2(a):", "probability": 0.011643942635682985 }, { "score": 9.109888076782227, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.011400024257036094 }, { "score": 8.855914115905762, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.008843135623816858 }, { "score": 8.548530578613281, "text": "If for any reason other than an Event of Force Majeure, Medica delivers any shipment of Cartridges later than the date of delivery set out in the applicable purchase order, Vapotherm will be entitled to the following as an alternative, in its sole discretion, to its rights under Section 3.6 and Section 13.2(a):", "probability": 0.006502963428221957 }, { "score": 8.480325698852539, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.006074217080470289 }, { "score": 7.791355609893799, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\").", "probability": 0.0030498213536189903 }, { "score": 7.471635341644287, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica;", "probability": 0.0022152444267152615 }, { "score": 7.427246570587158, "text": "If for any reason other than an Event of Force Majeure, Medica delivers any shipment of Cartridges later than the date of delivery set out in the applicable purchase order, Vapotherm will be entitled to the following as an alternative, in its sole discretion, to its rights under Section 3.6 and Section 13.2(a):\n\n(1) a [* * *]% reduction in the price of each Cartridge in the shipment for every [* * *] the shipment is delayed (from the Required Ship Date specified in the Purchase Order) to a maximum of [* * *]%.\n\n3.6 Delivery Default Rights. If more than [* * *] days have passed since the delivery date for any Cartridges and Medica has, for any reason other than an Event of Force Majeure, failed to deliver those Cartridges, then, in addition to any other remedies it might have under this Agreement or by law, Vapotherm may cancel that purchase order or the portion thereof relating to those cartridges, as applicable.", "probability": 0.002119062930418249 }, { "score": 7.052310466766357, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter. -2-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.\n\n(d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.", "probability": 0.0014565022951183117 }, { "score": 6.959172248840332, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter. -2-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.\n\n(d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.", "probability": 0.001326972000484466 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Compete": [ { "score": 13.528818130493164, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "probability": 0.590889980869725 }, { "score": 12.754587173461914, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "probability": 0.2724346817755749 }, { "text": "", "score": 12.027811050415039, "probability": 0.13171266404696938 }, { "score": 7.02280855178833, "text": "(d) It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "probability": 0.0008830444532542695 }, { "score": 6.779111385345459, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality", "probability": 0.0006920639580885651 }, { "score": 6.49213171005249, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).\n\n(e) It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.", "probability": 0.0005194126744540274 }, { "score": 6.3873443603515625, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges),", "probability": 0.0004677394225062877 }, { "score": 6.201645851135254, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 0.00038846879394670514 }, { "score": 6.109715938568115, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).\n\n(e) It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.\n\n10.5 [* * *]\n\n(b) [* * *]", "probability": 0.0003543492219533582 }, { "score": 5.879305362701416, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).\n\n(e) It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.\n\n10.5 [* * *]", "probability": 0.0002814267930897083 }, { "score": 5.4930949211120605, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 0.00019126538465212884 }, { "score": 5.339858055114746, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit", "probability": 0.00016409163899037488 }, { "score": 5.335234642028809, "text": "(d) It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "probability": 0.00016333472666685403 }, { "score": 5.315579414367676, "text": "Vapotherm may reject any Cartridge that does not meet the Specifications or otherwise comply with this Agreement (any such Cartridge, a \"Nonconforming Cartridge\").", "probability": 0.00016015569011803999 }, { "score": 5.188516616821289, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality", "probability": 0.00014104565154603312 }, { "score": 5.180092811584473, "text": "It", "probability": 0.00013986250076020772 }, { "score": 5.084082126617432, "text": "Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "probability": 0.00012705869151284662 }, { "score": 5.016047477722168, "text": "Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "probability": 0.00011870180034739102 }, { "score": 4.703614234924316, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica", "probability": 8.684988998039717e-05 }, { "score": 4.6678900718688965, "text": "If for any reason other than an event of Force Majeure Medica (1) fails to replace any Nonconforming Cartridge as required by Section 4.3 or (2) fails to replace any Nonconforming Cartridge within [* * *] Business Days after a dispute regarding whether any rejected quantity of Cartridge constitutes Nonconforming Cartridge is decided in Vapotherm's favor, then, in addition to any other remedies it might have under this Agreement or by law, Vapotherm may cancel that purchase order or the portion thereof of relating to the Nonconforming Cartridge, as applicable.", "probability": 8.380201586388499e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Exclusivity": [ { "text": "", "score": 12.168456077575684, "probability": 0.9989927898233091 }, { "score": 4.523680686950684, "text": "This Agreement may be terminated as follows:", "probability": 0.0004780557940269768 }, { "score": 3.2917122840881348, "text": "Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.00013945738165333811 }, { "score": 3.093690872192383, "text": "Each party agrees to perform under this Agreement solely as an independent contractor,", "probability": 0.0001144041820692898 }, { "score": 3.063493251800537, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 0.00011100108926200633 }, { "score": 2.431363105773926, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 5.899247352578894e-05 }, { "score": 2.3768937587738037, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 5.5865137171613364e-05 }, { "score": 0.738602876663208, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate", "probability": 1.0855258742514465e-05 }, { "score": 0.6213200092315674, "text": "This Agreement may be terminated as follows", "probability": 9.653946272049598e-06 }, { "score": 0.45110344886779785, "text": "For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 8.14293118394175e-06 }, { "score": -0.1017770767211914, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer,", "probability": 4.68454918518741e-06 }, { "score": -0.772437334060669, "text": "For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 2.395541804793825e-06 }, { "score": -0.7906630039215088, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For purposes of this Agreement, \"Change of Control\" means", "probability": 2.352276914148322e-06 }, { "score": -0.8204619884490967, "text": "Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).\n\nARTICLE 11 REPRESENTATIONS\n\n11.1 Representations of Medica. Medica represents to Vapotherm as follows:", "probability": 2.283215540528899e-06 }, { "score": -0.9785863757133484, "text": "Medica agrees to maintain [* * *] weeks [* * *] of inventory in the event of business disruption consistent with section 2 of the agreement.\n\n13.4.2 Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 1.9492806107047787e-06 }, { "score": -1.0667142868041992, "text": "This", "probability": 1.7848466047607905e-06 }, { "score": -1.1401870250701904, "text": "Notwithstanding", "probability": 1.658410705711795e-06 }, { "score": -1.2400445938110352, "text": "This Agreement may be terminated as", "probability": 1.5008058074379066e-06 }, { "score": -1.526860237121582, "text": "as follows:", "probability": 1.1265800346109394e-06 }, { "score": -1.600618839263916, "text": "This Agreement may be terminated as follows: (1) by Vapotherm upon [* * *] Business Days' written notice to Medica if any representation made in this Agreement by Medica was materially inaccurate when made and either (1) that inaccuracy has contributed to Vapotherm's incurring Indemnifiable Losses or (2) Medica fails to take action to render the inaccurate representation accurate as if it were made on the day Vapotherm would otherwise be entitled to terminate this Agreement under this Section 13.2(a)(l); (2) by Medica upon [* * *] Business Days;", "probability": 1.0464755754637902e-06 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.090901374816895, "probability": 0.9976323511860296 }, { "score": 5.740360260009766, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 0.0017416687546925038 }, { "score": 4.085268020629883, "text": "This Agreement may be terminated as follows:", "probability": 0.00033278836508399725 }, { "score": 3.376980781555176, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate", "probability": 0.00016389393955328348 }, { "score": 1.6144671440124512, "text": "This Agreement may be terminated as follows:", "probability": 2.812632220163828e-05 }, { "score": 1.1643764972686768, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless", "probability": 1.7932509240102307e-05 }, { "score": 0.8756595849990845, "text": "Medica may not reject any purchase order that complies with the provisions of Article 3.", "probability": 1.3435471173074565e-05 }, { "score": 0.831791877746582, "text": "This Agreement may be terminated as follows", "probability": 1.2858828326799092e-05 }, { "score": 0.7630331516265869, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer", "probability": 1.2004383546764331e-05 }, { "score": 0.5283660888671875, "text": "Notwithstanding", "probability": 9.49347590540209e-06 }, { "score": 0.37290000915527344, "text": "13.4.2 Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 8.126568341024528e-06 }, { "score": -0.17354202270507812, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For", "probability": 4.7053337435016576e-06 }, { "score": -0.20160531997680664, "text": "MEDICA S.p.A", "probability": 4.575122192180376e-06 }, { "score": -0.4006805419921875, "text": "Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 3.7492588671707765e-06 }, { "score": -0.5694506168365479, "text": "For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 3.167010586120178e-06 }, { "score": -0.6249943971633911, "text": "Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order. Medica may not reject any purchase order that complies with the provisions of Article 3.", "probability": 2.99589892925574e-06 }, { "score": -0.808566689491272, "text": "(d) The termination or expiration of this Agreement shall not relieve either party of its responsibility to comply in all material respects with any statutory or regulatory requirements associated with the System and/or the Cartridges.\n\n13.4 Business Continuity.\n\nMedica agrees to have the capability to manufacture in either (2) facilities of the Medica Group in the event of disruption for any reason and deliver the Cartridges within [* * *] weeks.\n\n13.4.1 Medica agrees to maintain [* * *] weeks [* * *] of inventory in the event of business disruption consistent with section 2 of the agreement.\n\n13.4.2 Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 2.4934618286112947e-06 }, { "score": -0.879798173904419, "text": "Vapotherm shall pay each such invoice in full within [* * *] Calendar Days from the date of invoice, unless Vapotherm has rejected the shipment in question in accordance with Section 4.2.", "probability": 2.322027097528469e-06 }, { "score": -1.137899398803711, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consum", "probability": 1.793805477404378e-06 }, { "score": -1.3046624660491943, "text": "This", "probability": 1.5182771847771165e-06 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Competitive Restriction Exception": [ { "score": 12.318082809448242, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "probability": 0.5931003009013021 }, { "text": "", "score": 11.89376449584961, "probability": 0.3880154710165998 }, { "score": 7.441338539123535, "text": "It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.", "probability": 0.0045204848502978946 }, { "score": 7.0945143699646, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.003195664625501386 }, { "score": 7.033930778503418, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).\n\n(e) It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.", "probability": 0.003007807762302317 }, { "score": 6.647295951843262, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality", "probability": 0.00204332149694265 }, { "score": 6.526094436645508, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges),", "probability": 0.0018100874397741367 }, { "score": 5.936203479766846, "text": "Vapotherm may reject any Cartridge that does not meet the Specifications or otherwise comply with this Agreement (any such Cartridge, a \"Nonconforming Cartridge\").", "probability": 0.0010034902733679382 }, { "score": 5.608670234680176, "text": "It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.\n\n10.5 [* * *]\n\n(b) [* * *]\n\n10.6 Reservation of All Other Rights. Except as expressly set forth in this Agreement, nothing contained herein may be construed as doing the following: -11-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 0.0007232147688473955 }, { "score": 5.239871501922607, "text": "(d) It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "probability": 0.0005001497220199107 }, { "score": 4.825753211975098, "text": "It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.\n\n10.5 [* * *]\n\n(b) [* * *]", "probability": 0.0003305603377527652 }, { "score": 4.671006679534912, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter. -2-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.\n\n(d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.\n\n(e) Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order. Medica may not reject any purchase order that complies with the provisions of Article 3.", "probability": 0.00028316865529822154 }, { "score": 4.598333835601807, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.00026331994963139634 }, { "score": 4.4635748863220215, "text": "Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "probability": 0.00023012229431748293 }, { "score": 4.430363655090332, "text": "It", "probability": 0.00022260516704312693 }, { "score": 4.399934768676758, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 0.00021593355926938386 }, { "score": 4.065179824829102, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter. -2-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.\n\n(d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.\n\n(e) Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order.", "probability": 0.00015450335642632932 }, { "score": 3.9428060054779053, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit", "probability": 0.00013670728048905903 }, { "score": 3.857789993286133, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter. -2-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.\n\n(d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.\n\n(e) Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges.", "probability": 0.00012556530590446133 }, { "score": 3.7915830612182617, "text": "Medica hereby agrees to review the United States Department of Health and Human Services Office of the Inspector General and General Services Administration exclusion lists upon initially hiring and annually thereafter to ensure that any employee or manager responsible for providing services under is not excluded from any United States Federal or State health care program. Medica hereby represents and warrants that neither it, nor any of its officers, directors, or managers, or employees are currently excluded from, or have ever been excluded from, any United States Federal or State health care program or, if previously excluded, have been fully reinstated, in which case Medica shall provide Vapotherm written proof of such reinstatement and such other information as Vapotherm may require describing the reasons for the prior exclusion.", "probability": 0.00011752123691245683 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.198040008544922, "probability": 0.9996585053129619 }, { "score": 3.8100435733795166, "text": "This Agreement may be terminated as follows:", "probability": 0.0002275050804498254 }, { "score": 2.9337942600250244, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 9.471981863970001e-05 }, { "score": -0.00946187973022461, "text": "This Agreement may be terminated as follows", "probability": 4.991153855895796e-06 }, { "score": -0.6791398525238037, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer,", "probability": 2.554838836271437e-06 }, { "score": -1.0580425262451172, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate", "probability": 1.7490739390129646e-06 }, { "score": -1.2254493236541748, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless", "probability": 1.4794637229529975e-06 }, { "score": -1.4996745586395264, "text": "Notwithstanding", "probability": 1.1246303881082111e-06 }, { "score": -1.5488834381103516, "text": "13.2 Termination. This Agreement may be terminated as follows:", "probability": 1.0706281778371883e-06 }, { "score": -1.6179172992706299, "text": "This", "probability": 9.99212007768167e-07 }, { "score": -1.903177261352539, "text": "Termination. This Agreement may be terminated as follows:", "probability": 7.512263571747099e-07 }, { "score": -1.9860336780548096, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions,", "probability": 6.914913191240827e-07 }, { "score": -2.0802958011627197, "text": "This Agreement may be terminated as", "probability": 6.292876555811294e-07 }, { "score": -2.188849687576294, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer", "probability": 5.645531807903814e-07 }, { "score": -2.2432258129119873, "text": "This Agreement may be terminated as follows: (1) by Vapotherm upon [* * *] Business Days' written notice to Medica if any representation made in this Agreement by Medica was materially inaccurate when made and either (1) that inaccuracy has contributed to Vapotherm's incurring Indemnifiable Losses or (2) Medica fails to take action to render the inaccurate representation accurate as if it were made on the day Vapotherm would otherwise be entitled to terminate this Agreement under this Section 13.2(a)(l);", "probability": 5.346746667949603e-07 }, { "score": -2.292454242706299, "text": "13.4.2 Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 5.089908462950454e-07 }, { "score": -2.4785213470458984, "text": "For purposes of this Agreement, \"Change of Control\" means", "probability": 4.225733023124561e-07 }, { "score": -2.4954328536987305, "text": "MEDICA S.p.A", "probability": 4.15487039675849e-07 }, { "score": -2.504537582397461, "text": "For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 4.1172131188036547e-07 }, { "score": -2.609271764755249, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For", "probability": 3.707813406806747e-07 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Disparagement": [ { "text": "", "score": 11.635610580444336, "probability": 0.985392184420844 }, { "score": 6.557844161987305, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 0.006142754764432025 }, { "score": 5.545003414154053, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:", "probability": 0.002230961263395094 }, { "score": 5.18182897567749, "text": "This Agreement may be terminated as follows:", "probability": 0.0015515557138572535 }, { "score": 5.124382495880127, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement;", "probability": 0.0014649361151864468 }, { "score": 4.617659568786621, "text": "(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 0.0008825751897479202 }, { "score": 4.1755146980285645, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.0005671927058830302 }, { "score": 3.9344136714935303, "text": "(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 0.00044567861082648143 }, { "score": 3.318861961364746, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;", "probability": 0.00024081918413684518 }, { "score": 3.313455581665039, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.\n\n12.2 Procedures Relating to Indemnification. In order to be entitled to indemnification under this Article 12 in connection with an Indemnifiable Loss, the party seeking indemnification (the \"Indemnified Party\") must:", "probability": 0.0002395207372994232 }, { "score": 3.1841981410980225, "text": "(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement;", "probability": 0.00021047829966627395 }, { "score": 2.590071439743042, "text": "(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 0.00011619337824863752 }, { "score": 2.340078353881836, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement", "probability": 9.04921196406628e-05 }, { "score": 2.193486213684082, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 7.81531709267689e-05 }, { "score": 2.1543521881103516, "text": "Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 7.51537943554322e-05 }, { "score": 1.9160444736480713, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.", "probability": 5.921819785702911e-05 }, { "score": 1.899114966392517, "text": "(b) Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 5.822410147064327e-05 }, { "score": 1.889398455619812, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate", "probability": 5.766110596679918e-05 }, { "score": 1.7546346187591553, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or", "probability": 5.0391324937087334e-05 }, { "score": 1.660317301750183, "text": "or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 4.585580132212788e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Termination For Convenience": [ { "text": "", "score": 11.723945617675781, "probability": 0.5220643652508976 }, { "score": 11.093635559082031, "text": "The parties may terminate this Agreement at any time by written agreement.", "probability": 0.27796100297034326 }, { "score": 10.305251121520996, "text": "The parties may terminate this Agreement at any time by written agreement.", "probability": 0.12635512427497697 }, { "score": 8.794297218322754, "text": "(8) by Medica or Vapotherm on [* * *] Business Days' prior written notice to Vapotherm or Medica, respectively, if due to an Event of Force Majeure (A) Vapotherm or (B) Medica or both of them, respectively, is prevented from performing an obligation under this Agreement for more than [* * *] days, unless prior to the end of the [* * *]-Business-Day period the Event of Force Majeure ceases to exist and the party prevented from performing resumes performance under this Agreement and notifies the party giving the notice of termination. -16-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(b) The parties may terminate this Agreement at any time by written agreement.", "probability": 0.027886494011382254 }, { "score": 8.770182609558105, "text": "This Agreement may be terminated as follows:", "probability": 0.027222065532470113 }, { "score": 7.457282066345215, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows:", "probability": 0.007323785462797393 }, { "score": 6.25588321685791, "text": "(8) by Medica or Vapotherm on [* * *] Business Days' prior written notice to Vapotherm or Medica, respectively, if due to an Event of Force Majeure (A) Vapotherm or (B) Medica or both of them, respectively, is prevented from performing an obligation under this Agreement for more than [* * *] days, unless prior to the end of the [* * *]-Business-Day period the Event of Force Majeure ceases to exist and the party prevented from performing resumes performance under this Agreement and notifies the party giving the notice of termination.", "probability": 0.0022027982512759295 }, { "score": 6.110649108886719, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 0.0019050235611701067 }, { "score": 5.998776435852051, "text": "(b) The parties may terminate this Agreement at any time by written agreement.", "probability": 0.0017033922492256338 }, { "score": 5.851612567901611, "text": "(b) The parties may terminate this Agreement at any time by written agreement.", "probability": 0.0014702873172232232 }, { "score": 5.452756881713867, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 0.0009866915011125736 }, { "score": 5.0594801902771, "text": "This Agreement may be terminated as follows", "probability": 0.0006658608647596553 }, { "score": 4.961719512939453, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 0.0006038465199524102 }, { "score": 4.696604251861572, "text": "If more than [* * *] days have passed since the delivery date for any Cartridges and Medica has, for any reason other than an Event of Force Majeure, failed to deliver those Cartridges, then, in addition to any other remedies it might have under this Agreement or by law, Vapotherm may cancel that purchase order or the portion thereof relating to those cartridges, as applicable.", "probability": 0.0004632212485222092 }, { "score": 4.227187156677246, "text": "or (8) by Medica or Vapotherm on [* * *] Business Days' prior written notice to Vapotherm or Medica, respectively, if due to an Event of Force Majeure (A) Vapotherm or (B) Medica or both of them, respectively, is prevented from performing an obligation under this Agreement for more than [* * *] days, unless prior to the end of the [* * *]-Business-Day period the Event of Force Majeure ceases to exist and the party prevented from performing resumes performance under this Agreement and notifies the party giving the notice of termination. -16-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(b) The parties may terminate this Agreement at any time by written agreement.", "probability": 0.00028968313953575887 }, { "score": 4.11017370223999, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 0.0002576943644841191 }, { "score": 3.8807804584503174, "text": "The parties may terminate this Agreement at any time by written agreement", "probability": 0.00020487110086680267 }, { "score": 3.746579647064209, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows", "probability": 0.00017914225192631675 }, { "score": 3.6498935222625732, "text": "This Agreement may be terminated as follows: (1) by Vapotherm upon [* * *] Business Days' written notice to Medica if any representation made in this Agreement by Medica was materially inaccurate when made and either (1) that inaccuracy has contributed to Vapotherm's incurring Indemnifiable Losses or (2) Medica fails to take action to render the inaccurate representation accurate as if it were made on the day Vapotherm would otherwise be entitled to terminate this Agreement under this Section 13.2(a)(l);", "probability": 0.0001626326650377127 }, { "score": 3.0803778171539307, "text": "The", "probability": 9.201746203989202e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.246776580810547, "probability": 0.2837813711646469 }, { "score": 12.018074035644531, "text": "Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order.", "probability": 0.22576656713433707 }, { "score": 11.195329666137695, "text": "Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order.", "probability": 0.09916223112659923 }, { "score": 10.864886283874512, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 0.0712584796656788 }, { "score": 10.457740783691406, "text": "Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order. Medica may not reject any purchase order that complies with the provisions of Article 3.", "probability": 0.04742589202117055 }, { "score": 10.387510299682617, "text": "Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.\n\n(d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.\n\n(e) Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order.", "probability": 0.044209417885849686 }, { "score": 10.34274673461914, "text": "Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges.", "probability": 0.0422740860615352 }, { "score": 9.714482307434082, "text": "Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order. Medica may not reject any purchase order that complies with the provisions of Article 3. If the terms of any purchase are inconsistent with the terms of this Agreement, the terms of this Agreement will control.\n\n3.3 Delivery. Each shipment of Cartridges will be delivered by [* * *] to the applicable Vapotherm manufacturing facility or retained in Medica's warehouse facility, in accordance with Vapotherm instructions for each shipment. Medica shall deliver by the delivery date specified in a purchase order all of the Cartridges specified in that purchase order.", "probability": 0.022553941690506445 }, { "score": 9.68043327331543, "text": "Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order", "probability": 0.02179892843784939 }, { "score": 9.63499641418457, "text": "Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order. Medica may not reject any purchase order that complies with the provisions of Article 3.", "probability": 0.020830618659272646 }, { "score": 9.557003021240234, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 0.0192677085451236 }, { "score": 9.534927368164062, "text": "Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.\n\n(d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.\n\n(e) Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges.", "probability": 0.01884702184696475 }, { "score": 9.52377700805664, "text": "If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.\n\n(e) Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order.", "probability": 0.018638038053944043 }, { "score": 9.172540664672852, "text": "Further, if Medica accepts that Vapotherm was entitled to reject the Nonconforming Cartridge(s) and Vapotherm has not already paid the purchase price for the Nonconforming Cartridge(s), then, within [* * *] Calendar Days after receiving notice from Vapotherm under Section 4.2, Medical shall, at Vapotherm's election, either replace the Nonconforming Cartridge(s) at no additional to Vapotherm beyond the original purchase price charged to Vapotherm for the Nonconforming Cartridge(s) or cancel that purchase order or the portion thereof relating to the Nonconforming Cartridge(s), s applicable.", "probability": 0.013117775327914164 }, { "score": 8.891738891601562, "text": "Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order. Medica may not reject any purchase order that complies with the provisions of Article 3. If the terms of any purchase are inconsistent with the terms of this Agreement, the terms of this Agreement will control.\n\n3.3 Delivery. Each shipment of Cartridges will be delivered by [* * *] to the applicable Vapotherm manufacturing facility or retained in Medica's warehouse facility, in accordance with Vapotherm instructions for each shipment. Medica shall deliver by the delivery date specified in a purchase order all of the Cartridges specified in that purchase order.", "probability": 0.009906255563038735 }, { "score": 8.85768985748291, "text": "Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order", "probability": 0.009574634849598203 }, { "score": 8.827177047729492, "text": "Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.\n\n(d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.\n\n(e) Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order. Medica may not reject any purchase order that complies with the provisions of Article 3.", "probability": 0.009286897991966803 }, { "score": 8.671194076538086, "text": "If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.\n\n(e) Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges.", "probability": 0.00794562623046156 }, { "score": 8.595468521118164, "text": "Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.", "probability": 0.007366156485995254 }, { "score": 8.542817115783691, "text": "Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order. Medica may not reject any purchase order that complies with the provisions of Article 3. If the terms of any purchase are inconsistent with the terms of this Agreement, the terms of this Agreement will control.", "probability": 0.006988351257547211 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Change Of Control": [ { "score": 12.55437183380127, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 0.2459371149408799 }, { "score": 12.482500076293945, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 0.22888143432279795 }, { "text": "", "score": 12.305469512939453, "probability": 0.19174637822617926 }, { "score": 12.085516929626465, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 0.15388736962397967 }, { "score": 11.205671310424805, "text": "For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 0.06383970610772825 }, { "score": 10.6522216796875, "text": "(ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 0.036705467377108544 }, { "score": 10.275043487548828, "text": "If the terms of any purchase are inconsistent with the terms of this Agreement, the terms of this Agreement will control.", "probability": 0.025172384153190983 }, { "score": 9.741854667663574, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity;", "probability": 0.01476941822486168 }, { "score": 9.04808235168457, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that: (1) Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise.", "probability": 0.007380094111855667 }, { "score": 9.041105270385742, "text": "(iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 0.007328781808455776 }, { "score": 8.625704765319824, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer", "probability": 0.004837551984510931 }, { "score": 8.358902931213379, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless", "probability": 0.0037047173622435513 }, { "score": 8.30855941772461, "text": "(ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity;", "probability": 0.0035228258183643457 }, { "score": 7.913668632507324, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity", "probability": 0.002373516644532237 }, { "score": 7.70181941986084, "text": "13.4.2 Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 0.0019203807218092749 }, { "score": 7.629947662353516, "text": "13.4.2 Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 0.0017872027740067475 }, { "score": 7.623832702636719, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica", "probability": 0.0017763074472305993 }, { "score": 7.548532962799072, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica;", "probability": 0.0016474637793446008 }, { "score": 7.546717643737793, "text": "This Agreement may be terminated as follows:", "probability": 0.001644475819813674 }, { "score": 7.178048610687256, "text": "If the terms of any purchase are inconsistent with the terms of this Agreement, the terms of this Agreement will control", "probability": 0.0011374087511064176 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Anti-Assignment": [ { "score": 12.994617462158203, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that: (1) Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise.", "probability": 0.5106503573372672 }, { "score": 12.243581771850586, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that:", "probability": 0.2409644551203031 }, { "text": "", "score": 12.184406280517578, "probability": 0.22711896206123888 }, { "score": 8.977795600891113, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 0.009196870494328048 }, { "score": 8.380087852478027, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that: (1) Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise", "probability": 0.005058932608514932 }, { "score": 7.917754173278809, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 0.0031861772211641956 }, { "score": 6.631583213806152, "text": "Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise.", "probability": 0.00088042624051151 }, { "score": 6.201831817626953, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that", "probability": 0.0005728676760776317 }, { "score": 5.868545055389404, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that: (1) Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise.\n\n14.8 Notices. Every notice or other communication required or contemplated by this Agreement must be in writing and sent by one of the following methods:", "probability": 0.0004104967435632806 }, { "score": 5.726914882659912, "text": "(1) Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise.", "probability": 0.00035628744088342075 }, { "score": 5.715079307556152, "text": "Neither", "probability": 0.00035209543048021335 }, { "score": 5.312591075897217, "text": "This Agreement inures to the benefit of and is binding upon the successors and assignees of the parties. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that: (1) Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise.", "probability": 0.00023543009114853147 }, { "score": 5.255518436431885, "text": "This Agreement may be terminated as follows:", "probability": 0.0002223697144454793 }, { "score": 4.879861354827881, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless", "probability": 0.00015273193034570932 }, { "score": 4.829654216766357, "text": "This Agreement may be terminated as follows:", "probability": 0.00014525301566119679 }, { "score": 4.666447639465332, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that: (1)", "probability": 0.00012338019201657687 }, { "score": 4.561555862426758, "text": "This Agreement inures to the benefit of and is binding upon the successors and assignees of the parties. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that:", "probability": 0.00011109423477045453 }, { "score": 4.380637168884277, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other", "probability": 9.27084951326121e-05 }, { "score": 4.352870464324951, "text": "For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 9.016969589591e-05 }, { "score": 4.219792366027832, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except", "probability": 7.893425625120529e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Revenue/Profit Sharing": [ { "score": 12.40103530883789, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.4209418567327548 }, { "text": "", "score": 12.102051734924316, "probability": 0.3121585221859699 }, { "score": 11.423136711120605, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.158316488122953 }, { "score": 9.814227104187012, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.03168002993838738 }, { "score": 9.422306060791016, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.021408016797340338 }, { "score": 9.005807876586914, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\").", "probability": 0.014115412483944547 }, { "score": 9.002379417419434, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.014067101232509836 }, { "score": 8.610457420349121, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.009505939636530082 }, { "score": 8.120086669921875, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity", "probability": 0.005821430824752287 }, { "score": 7.728165149688721, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity", "probability": 0.00393387347478123 }, { "score": 7.569883346557617, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.0033579905831264195 }, { "score": 7.272099494934082, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]", "probability": 0.0024931797472331173 }, { "score": 5.8569183349609375, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity", "probability": 0.0006055475086268726 }, { "score": 5.665769577026367, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter", "probability": 0.0005001881180644992 }, { "score": 5.273848056793213, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter", "probability": 0.00033800569469764403 }, { "score": 4.843184947967529, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]", "probability": 0.0002197300252303035 }, { "score": 4.653929710388184, "text": "3.8 Delay in Payment. Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.00018184313087709248 }, { "score": 4.359620094299316, "text": "Upon", "probability": 0.00013548145683992116 }, { "score": 4.233273506164551, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter", "probability": 0.00011940107364626085 }, { "score": 4.055567741394043, "text": "3.8 Delay in Payment. Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 9.996123173400602e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Price Restrictions": [ { "score": 14.030292510986328, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.2406426728338878 }, { "score": 13.664640426635742, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.16694444018147758 }, { "score": 13.585654258728027, "text": "The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month.", "probability": 0.1542654616911649 }, { "score": 12.706599235534668, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.06404717187666566 }, { "score": 12.525923728942871, "text": "If for any reason other than an Event of Force Majeure, Medica delivers any shipment of Cartridges later than the date of delivery set out in the applicable purchase order, Vapotherm will be entitled to the following as an alternative, in its sole discretion, to its rights under Section 3.6 and Section 13.2(a):\n\n(1) a [* * *]% reduction in the price of each Cartridge in the shipment for every [* * *] the shipment is delayed (from the Required Ship Date specified in the Purchase Order) to a maximum of [* * *]%.", "probability": 0.05346056962651208 }, { "score": 12.521244049072266, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.053210975740198854 }, { "score": 12.362482070922852, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.04539957336811251 }, { "score": 12.177127838134766, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.03771841644472851 }, { "score": 12.064382553100586, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\").", "probability": 0.033696810535056826 }, { "text": "", "score": 12.052400588989258, "probability": 0.033295465811256836 }, { "score": 11.93576717376709, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.029630013306355223 }, { "score": 11.70582389831543, "text": "During the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months.", "probability": 0.02354337666405106 }, { "score": 11.408259391784668, "text": "The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month.\n\n2.2 Inventory.\n\nDuring the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months.", "probability": 0.01748389250320426 }, { "score": 11.189715385437012, "text": "The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month.", "probability": 0.014051596543862961 }, { "score": 10.885305404663086, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity", "probability": 0.010363873340934767 }, { "score": 10.541189193725586, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity", "probability": 0.007346395836873944 }, { "score": 10.409443855285645, "text": "If any Event of Force Majeure prevents Medica from delivering any shipment of Cartridges for more than [* * *] Business Days beyond the scheduled delivery date, then Vapotherm may cancel its order without incurring any liability to Medica with respect thereto.", "probability": 0.0064395875445493215 }, { "score": 10.045591354370117, "text": "If for any reason other than an Event of Force Majeure, Medica delivers any shipment of Cartridges later than the date of delivery set out in the applicable purchase order, Vapotherm will be entitled to the following as an alternative, in its sole discretion, to its rights under Section 3.6 and Section 13.2(a):", "probability": 0.004475472761936658 }, { "score": 9.324775695800781, "text": "(1) a [* * *]% reduction in the price of each Cartridge in the shipment for every [* * *] the shipment is delayed (from the Required Ship Date specified in the Purchase Order) to a maximum of [* * *]%.", "probability": 0.0021766703192964295 }, { "score": 9.138958930969238, "text": "During the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months.\n\nARTICLE 3 ORDERS, SHIPMENT, AND PAYMENT\n\n3.1 Price. The price paid by Vapotherm for any given shipment of Cartridges during the Initial Term is as stated in Exhibit A-1.", "probability": 0.0018075630698735964 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Minimum Commitment": [ { "score": 12.562490463256836, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\").", "probability": 0.18393285139744472 }, { "text": "", "score": 12.164076805114746, "probability": 0.12348961887015349 }, { "score": 11.839761734008789, "text": "During the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months.", "probability": 0.08928576098361818 }, { "score": 11.797232627868652, "text": "The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month.\n\n2.2 Inventory.\n\nDuring the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months.", "probability": 0.0855681314392113 }, { "score": 11.738072395324707, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.08065273250395037 }, { "score": 11.717629432678223, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.07902069043107339 }, { "score": 11.675394058227539, "text": "The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month.", "probability": 0.0757527197409749 }, { "score": 10.962438583374023, "text": "Vapotherm shall deliver all purchase orders by facsimile, or by one of the means specified in Section 14.8 for giving notice, to Medica at the following address and facsimile number or as otherwise instructed by Medica:\n\nMedica S.p.A. Via Degli Artigiani, 7 41036 Medolla (MO) Italy Attention: Daniele Giubertoni MKTG & Sales Manager Facsimile: 39-0535-52605 E-mail: daniele.giubertoni@medica.it\n\n(b) Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\").", "probability": 0.03713347571163048 }, { "score": 10.936508178710938, "text": "Medica shall at its cost obtain and maintain one or more insurance policies providing coverage of at least Euro [* * *] in the aggregate that cover Medica for fire, theft, fidelity, product liability, and any and all potential claims, suits, losses, expenses, or damages arising out of Medica's obligations under this Agreement.", "probability": 0.03618296646309309 }, { "score": 10.924920082092285, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.035766094791296436 }, { "score": 10.918110847473145, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.03552338234125391 }, { "score": 10.759809494018555, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.030322493101824343 }, { "score": 10.588144302368164, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.0255394570624668 }, { "score": 10.152155876159668, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter. -2-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.", "probability": 0.016514456781131594 }, { "score": 10.117576599121094, "text": "Vapotherm shall deliver all purchase orders by facsimile, or by one of the means specified in Section 14.8 for giving notice, to Medica at the following address and facsimile number or as otherwise instructed by Medica:\n\nMedica S.p.A. Via Degli Artigiani, 7 41036 Medolla (MO) Italy Attention: Daniele Giubertoni MKTG & Sales Manager Facsimile: 39-0535-52605 E-mail: daniele.giubertoni@medica.it\n\n(b) Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.01595315936314461 }, { "score": 10.025215148925781, "text": "Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.", "probability": 0.014545700310134576 }, { "score": 9.788625717163086, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.011481143648186696 }, { "score": 9.56818675994873, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity", "probability": 0.009209790008593528 }, { "score": 9.34190845489502, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter. -2-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.\n\n(d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.", "probability": 0.007344771830809578 }, { "score": 9.261985778808594, "text": "Vapotherm will place a firm Purchase Order for the following [* * *] months. Every month there after, Vapotherm will placed a PO for the following month to maintain a rolling [* * *] month commitment.\n\n(b) The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month.\n\n2.2 Inventory.\n\nDuring the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months.", "probability": 0.006780603220007736 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Volume Restriction": [ { "score": 13.07748794555664, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.12134722671428101 }, { "score": 13.016091346740723, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.11412102173680186 }, { "score": 12.90788459777832, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.10241700164590314 }, { "score": 12.758448600769043, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.08820086176230289 }, { "score": 12.66386604309082, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 0.08024096546799278 }, { "score": 12.656698226928711, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.07966786935632313 }, { "score": 12.617220878601074, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\").", "probability": 0.07658406384815683 }, { "score": 12.562115669250488, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.07247805323214536 }, { "score": 12.26829719543457, "text": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "probability": 0.05402599546221885 }, { "score": 12.249286651611328, "text": "Medica shall permit up to two individuals selected by Vapotherm to attend any such inspections and shall provide Vapotherm with an accurate and reasonably complete description of any such inquiries, notifications, or inspections.", "probability": 0.05300863285555093 }, { "text": "", "score": 12.093476295471191, "probability": 0.04536062455685531 }, { "score": 12.06865119934082, "text": "During the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months.", "probability": 0.04424840528663625 }, { "score": 10.874147415161133, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity", "probability": 0.013400815293503092 }, { "score": 10.779563903808594, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity", "probability": 0.012191415256538798 }, { "score": 10.707727432250977, "text": "The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month.\n\n2.2 Inventory.\n\nDuring the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months.", "probability": 0.011346343858110154 }, { "score": 10.355978012084961, "text": "If for any reason other than an Event of Force Majeure, Medica delivers any shipment of Cartridges later than the date of delivery set out in the applicable purchase order, Vapotherm will be entitled to the following as an alternative, in its sole discretion, to its rights under Section 3.6 and Section 13.2(a):\n\n(1) a [* * *]% reduction in the price of each Cartridge in the shipment for every [* * *] the shipment is delayed (from the Required Ship Date specified in the Purchase Order) to a maximum of [* * *]%.", "probability": 0.007981657884460593 }, { "score": 10.205836296081543, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.006868903103776643 }, { "score": 10.089261054992676, "text": "Medica shall permit up to two individuals selected by Vapotherm to attend any such inspections and shall provide Vapotherm with an accurate and reasonably complete description of any such inquiries, notifications, or inspections.", "probability": 0.006113070524191007 }, { "score": 9.968597412109375, "text": "If any Event of Force Majeure prevents Medica from delivering any shipment of Cartridges for more than [* * *] Business Days beyond the scheduled delivery date, then Vapotherm may cancel its order without incurring any liability to Medica with respect thereto.", "probability": 0.005418210228926473 }, { "score": 9.884033203125, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]", "probability": 0.004978861925325044 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.24974250793457, "probability": 0.37984492935167086 }, { "score": 11.390762329101562, "text": "Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party.", "probability": 0.16089997682203794 }, { "score": 10.947906494140625, "text": "Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party.", "probability": 0.1033299302273871 }, { "score": 10.591310501098633, "text": "Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party.\n\n(b) Any additions, improvements and enhancements to Vapotherm Baseline IP which are made during the course of this Agreement shall solely be the property of Vapotherm (\"Vapotherm Inventions\").\n\n(c) Any additions, improvements and enhancements to Medica Baseline IP which are made during the course of this Agreement shall solely be the property of Medica (\"Medica Inventions\").", "probability": 0.07233666197806123 }, { "score": 10.431475639343262, "text": "Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party.\n\n(b) Any additions, improvements and enhancements to Vapotherm Baseline IP which are made during the course of this Agreement shall solely be the property of Vapotherm (\"Vapotherm Inventions\").", "probability": 0.06165141738540855 }, { "score": 10.079402923583984, "text": "Any additions, improvements and enhancements to Medica Baseline IP which are made during the course of this Agreement shall solely be the property of Medica (\"Medica Inventions\").", "probability": 0.04335506362782972 }, { "score": 9.902338981628418, "text": "Each party is and shall remain the owner of its Intellectual Property in existence as of the Effective Date and all such rights that a party acquires or develops independent of this Agreement (\"Baseline IP\").\n\n10.4 Ownership.\n\n(a) Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party.", "probability": 0.03631967343890924 }, { "score": 9.894096374511719, "text": "Any additions, improvements and enhancements to Vapotherm Baseline IP which are made during the course of this Agreement shall solely be the property of Vapotherm (\"Vapotherm Inventions\").\n\n(c) Any additions, improvements and enhancements to Medica Baseline IP which are made during the course of this Agreement shall solely be the property of Medica (\"Medica Inventions\").", "probability": 0.03602153504693372 }, { "score": 9.734261512756348, "text": "Any additions, improvements and enhancements to Vapotherm Baseline IP which are made during the course of this Agreement shall solely be the property of Vapotherm (\"Vapotherm Inventions\").", "probability": 0.03070059678334572 }, { "score": 9.398550987243652, "text": "Each party is and shall remain the owner of its Intellectual Property in existence as of the Effective Date and all such rights that a party acquires or develops independent of this Agreement (\"Baseline IP\").", "probability": 0.02194570762679796 }, { "score": 8.93520736694336, "text": "Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.013807721266890638 }, { "score": 8.833379745483398, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.01247092988062261 }, { "score": 8.473910331726074, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.008705290223885893 }, { "score": 7.854331016540527, "text": "Medica is the rightful owner or licensee of any Intellectual Property that it may use in performing its obligations under this Agreement.", "probability": 0.004684932919221017 }, { "score": 7.596235275268555, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.0036192103117440888 }, { "score": 7.279171943664551, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 0.0026358152436179653 }, { "score": 7.25286340713501, "text": "Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party", "probability": 0.0025673750303877793 }, { "score": 7.063657283782959, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 0.002124800391659693 }, { "score": 6.919702053070068, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 0.0018399209963170318 }, { "score": 6.439701080322266, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge;", "probability": 0.0011385114472713398 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.156307220458984, "probability": 0.9962423134601854 }, { "score": 5.982644081115723, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica;", "probability": 0.0020757600489346557 }, { "score": 4.254727363586426, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.00036876734237270033 }, { "score": 3.8158111572265625, "text": "Complaint investigations shall be a shared process between Medica (QA, manufacturing, and engineering) and Vapotherm (QA, Manufacturing, and R&D).", "probability": 0.00023775713948436057 }, { "score": 3.503922700881958, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 0.00017405324775969904 }, { "score": 3.2261674404144287, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.00013184223436128072 }, { "score": 3.1943233013153076, "text": "This Agreement may be terminated as follows:", "probability": 0.00012770997521559246 }, { "score": 2.8038346767425537, "text": "Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party.", "probability": 8.642467712197488e-05 }, { "score": 2.7712583541870117, "text": "For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate -17-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica;", "probability": 8.365464269372453e-05 }, { "score": 2.6487057209014893, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 7.400586109294844e-05 }, { "score": 2.5310988426208496, "text": "Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party.", "probability": 6.579457681737705e-05 }, { "score": 2.3435094356536865, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica", "probability": 5.454074345950808e-05 }, { "score": 2.301462173461914, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 5.2294999078596516e-05 }, { "score": 2.1601171493530273, "text": "This Agreement may be terminated as follows:", "probability": 4.540198027454073e-05 }, { "score": 1.9829554557800293, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge;", "probability": 3.803071143252708e-05 }, { "score": 1.746959924697876, "text": "Complaint investigations shall be a shared process between Medica (QA, manufacturing, and engineering) and Vapotherm (QA, Manufacturing, and R&D).\n\n(b) All investigation reports shall be issued jointly and in a timely manner to satisfy the requirements for vigilance reporting (when necessary).", "probability": 3.0036055133688086e-05 }, { "score": 1.7446415424346924, "text": "Each party is and shall remain the owner of its Intellectual Property in existence as of the Effective Date and all such rights that a party acquires or develops independent of this Agreement (\"Baseline IP\").\n\n10.4 Ownership.\n\n(a) Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party.", "probability": 2.996650073420715e-05 }, { "score": 1.6596709489822388, "text": "Ownership 11 10.5 [* * *]", "probability": 2.7525408460226066e-05 }, { "score": 1.643261194229126, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 2.7077409090867496e-05 }, { "score": 1.6419891119003296, "text": "Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party.\n\n(b) Any additions, improvements and enhancements to Vapotherm Baseline IP which are made during the course of this Agreement shall solely be the property of Vapotherm (\"Vapotherm Inventions\").\n\n(c) Any additions, improvements and enhancements to Medica Baseline IP which are made during the course of this Agreement shall solely be the property of Medica (\"Medica Inventions\").", "probability": 2.7042986296209705e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__License Grant": [ { "text": "", "score": 11.79913330078125, "probability": 0.9899949569172315 }, { "score": 5.9033708572387695, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.002723553347646822 }, { "score": 5.805569648742676, "text": "Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.0024697975829375955 }, { "score": 5.4358415603637695, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.0017064379174827754 }, { "score": 5.166470527648926, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.001303479302629407 }, { "score": 3.9896655082702637, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge;", "probability": 0.0004018132126801573 }, { "score": 3.8914620876312256, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 0.0003642294094746644 }, { "score": 3.619067907333374, "text": "This Agreement may be terminated as follows:", "probability": 0.00027738036819410534 }, { "score": 3.252765655517578, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge;", "probability": 0.0001923059287420042 }, { "score": 3.15456223487854, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 0.00017431849589259667 }, { "score": 3.011679172515869, "text": "It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.", "probability": 0.00015110893488735224 }, { "score": 2.680150032043457, "text": "This Agreement may be terminated as follows:", "probability": 0.00010846980717141239 }, { "score": 1.3018171787261963, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement", "probability": 2.7334209310281458e-05 }, { "score": 1.2040162086486816, "text": "Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement", "probability": 2.4787463862238796e-05 }, { "score": 1.0074450969696045, "text": "Any additions, improvements and enhancements to Medica Baseline IP which are made during the course of this Agreement shall solely be the property of Medica (\"Medica Inventions\").\n\n(d) It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).\n\n(e) It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.", "probability": 2.036396514140432e-05 }, { "score": 0.8342878818511963, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement", "probability": 1.712620435791206e-05 }, { "score": 0.6760803461074829, "text": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).\n\n(e) It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.", "probability": 1.4620171333944764e-05 }, { "score": 0.5649173259735107, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement", "probability": 1.3082025035414166e-05 }, { "score": 0.15602505207061768, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 8.691511670821136e-06 }, { "score": -0.19097208976745605, "text": "(d) It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).\n\n(e) It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.", "probability": 6.143224317855551e-06 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Transferable License": [ { "text": "", "score": 12.046995162963867, "probability": 0.9988923549158907 }, { "score": 4.6905293464660645, "text": "This Agreement may be terminated as follows:", "probability": 0.0006377437025484794 }, { "score": 3.2438106536865234, "text": "This Agreement may be terminated as follows:", "probability": 0.00015008739979468594 }, { "score": 2.7862839698791504, "text": "Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 9.498235199818352e-05 }, { "score": 2.5403294563293457, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 7.427219030452565e-05 }, { "score": 2.1681432723999023, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 5.119031778617897e-05 }, { "score": 1.2860655784606934, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "probability": 2.1188799455326088e-05 }, { "score": 0.9617846012115479, "text": "This Agreement may be terminated as follows", "probability": 1.532049902531113e-05 }, { "score": 0.5761752128601074, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 1.0418492465928133e-05 }, { "score": 0.5636526346206665, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 1.0288839567457531e-05 }, { "score": 0.511728048324585, "text": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer. For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate", "probability": 9.768229038258876e-06 }, { "score": 0.1089167594909668, "text": "MEDICA S.p.A", "probability": 6.529457720558541e-06 }, { "score": -0.2637002468109131, "text": "Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 4.498333024798741e-06 }, { "score": -0.3290908932685852, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 4.213595169398982e-06 }, { "score": -0.41294312477111816, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica;", "probability": 3.874683613151731e-06 }, { "score": -0.4906560182571411, "text": "13.2 Termination. This Agreement may be terminated as follows:", "probability": 3.584973627816704e-06 }, { "score": -0.8092312812805176, "text": "This", "probability": 2.606936702266816e-06 }, { "score": -0.8364068269729614, "text": "For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate -17-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 2.5370457385493967e-06 }, { "score": -0.8525786399841309, "text": "This Agreement may be terminated as follows: (1)", "probability": 2.4963470817794225e-06 }, { "score": -1.053041934967041, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 2.042889446499039e-06 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.1375732421875, "probability": 0.8303855526979556 }, { "score": 9.660114288330078, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.06971609158875763 }, { "score": 8.99067211151123, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.03569422759090798 }, { "score": 8.033731460571289, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 0.013708942164412905 }, { "score": 7.767850875854492, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge;", "probability": 0.01050832445107345 }, { "score": 7.71647834777832, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 0.009982117277213074 }, { "score": 7.439603805541992, "text": "Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.007567938289733448 }, { "score": 7.364288330078125, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 0.007018890816087144 }, { "score": 7.149693489074707, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.005663320387694893 }, { "score": 7.098408222198486, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge;", "probability": 0.005380197557733647 }, { "score": 5.778942108154297, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge;", "probability": 0.0014380082267133856 }, { "score": 4.979940414428711, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement", "probability": 0.0006467841133494305 }, { "score": 4.756674289703369, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 0.0005173638717383305 }, { "score": 4.694333076477051, "text": "It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.\n\n10.5 [* * *]\n\n(b) [* * *]\n\n10.6 Reservation of All Other Rights. Except as expressly set forth in this Agreement, nothing contained herein may be construed as doing the following: -11-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 0.0004860955587565216 }, { "score": 4.611332416534424, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 0.00044737830991605767 }, { "score": 4.310497760772705, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement", "probability": 0.0003311494923120742 }, { "score": 3.7675440311431885, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).\n\nARTICLE 11 REPRESENTATIONS\n\n11.1 Representations of Medica. Medica represents to Vapotherm as follows:", "probability": 0.00019240762764968902 }, { "score": 3.3355772495269775, "text": "\"Affiliate\" means, with respect to any given Person, any other Person at the time directly or indirectly controlling, controlled by or under common control with that Person, or (2) any director, officer or employee of that Person.", "probability": 0.00012491698548736848 }, { "score": 3.0981013774871826, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).\n\nARTICLE 11 REPRESENTATIONS\n\n11.1 Representations of Medica. Medica represents to Vapotherm as follows:", "probability": 9.85115232395051e-05 }, { "score": 3.0273382663726807, "text": "This Agreement may be terminated as follows:", "probability": 9.178146926798801e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.22076416015625, "probability": 0.9974103113217929 }, { "score": 5.736766338348389, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.0015237347742152257 }, { "score": 4.453141689300537, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 0.0004221222818109619 }, { "score": 3.4024434089660645, "text": "This Agreement may be terminated as follows:", "probability": 0.00014761340960936853 }, { "score": 2.9395980834960938, "text": "This Agreement may be terminated as follows:", "probability": 9.292116389342577e-05 }, { "score": 2.932973861694336, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 9.230766770449873e-05 }, { "score": 2.8732595443725586, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge;", "probability": 8.695692616139368e-05 }, { "score": 2.847618341445923, "text": "Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 8.475558904599652e-05 }, { "score": 1.972482681274414, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 3.532659329196657e-05 }, { "score": 1.5896347761154175, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge;", "probability": 2.4089790648552728e-05 }, { "score": 1.2567285299301147, "text": "MEDICA S.p.A", "probability": 1.7268462828706825e-05 }, { "score": 1.0871717929840088, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).\n\nARTICLE 11 REPRESENTATIONS\n\n11.1 Representations of Medica. Medica represents to Vapotherm as follows:", "probability": 1.4575253765100667e-05 }, { "score": 0.6888580322265625, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 9.786573373107535e-06 }, { "score": 0.563176155090332, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that: (1) Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise.", "probability": 8.630733581872238e-06 }, { "score": 0.3535270690917969, "text": "or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 6.9983920755557035e-06 }, { "score": 0.2706940174102783, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement", "probability": 6.442053575675319e-06 }, { "score": -0.12270498275756836, "text": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that:", "probability": 4.34683662247223e-06 }, { "score": -0.14831876754760742, "text": "This Agreement may be terminated as follows: (1) by Vapotherm upon [* * *] Business Days' written notice to Medica if any representation made in this Agreement by Medica was materially inaccurate when made and either (1) that inaccuracy has contributed to Vapotherm's incurring Indemnifiable Losses or (2) Medica fails to take action to render the inaccurate representation accurate as if it were made on the day Vapotherm would otherwise be entitled to terminate this Agreement under this Section 13.2(a)(l); (2) by Medica upon", "probability": 4.236911493780411e-06 }, { "score": -0.19645285606384277, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).\n\nARTICLE 11 REPRESENTATIONS\n\n11.1 Representations of Medica. Medica represents to Vapotherm as follows:", "probability": 4.037802038394033e-06 }, { "score": -0.32874369621276855, "text": "This Agreement may be terminated as follows: (1) by Vapotherm upon [* * *] Business Days' written notice to Medica if any representation made in this Agreement by Medica was materially inaccurate when made and either (1) that inaccuracy has contributed to Vapotherm's incurring Indemnifiable Losses or (2) Medica fails to take action to render the inaccurate representation accurate as if it were made on the day Vapotherm would otherwise be entitled to terminate this Agreement under this Section 13.2(a)(l); (2) by Medica upon [* * *]", "probability": 3.5374624705200728e-06 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.816366195678711, "probability": 0.9883859613695921 }, { "score": 7.297741413116455, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.010777369166497075 }, { "score": 4.302967071533203, "text": "This Agreement may be terminated as follows:", "probability": 0.0005393849049699899 }, { "score": 2.6958625316619873, "text": "This Agreement may be terminated as follows:", "probability": 0.0001081289920851568 }, { "score": 1.5167737007141113, "text": "Upon", "probability": 3.3256028357105924e-05 }, { "score": 1.33659029006958, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 2.7772675565055853e-05 }, { "score": 1.1164097785949707, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.\n\nARTICLE 4 QUALITY OF THE CARTRIDGE\n\n4.1 Conformity with Specifications. Any Cartridges that Medica manufactures under this Agreement must conform to the specifications in Exhibit D (the \"Specifications\") and (2) be manufactured, labeled, packaged, stored, and tested (while in the possession of, stored by, or under the control of Medica) in accordance with cGMP. Medica shall provide adequate packaging for protection during normal shipping and handling environments.\n\n4.2 Conditions to Rejection. In order to be entitled to reject any Cartridge, Vapotherm must notify Medica of any failure of the Cartridge to meet the Specifications or otherwise comply with this Agreement. Misuse or improper storage will not be grounds for rejection.\n\n4.3 Rejection. Vapotherm may reject any Cartridge that does not meet the Specifications or otherwise comply with this Agreement (any such Cartridge, a \"Nonconforming Cartridge\").", "probability": 2.2284071317018475e-05 }, { "score": 0.8151429891586304, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 1.6487546577953694e-05 }, { "score": 0.731184720993042, "text": "It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.", "probability": 1.5159798293086359e-05 }, { "score": 0.6931407451629639, "text": "3.8 Delay in Payment. Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 1.4593892205419173e-05 }, { "score": 0.3811066150665283, "text": "This Agreement may be terminated as follows", "probability": 1.0682094932170156e-05 }, { "score": 0.25912022590637207, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 9.455367596018785e-06 }, { "score": 0.09722661972045898, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.\n\nARTICLE 4 QUALITY OF THE CARTRIDGE\n\n4.1 Conformity with Specifications. Any Cartridges that Medica manufactures under this Agreement must conform to the specifications in Exhibit D (the \"Specifications\") and (2) be manufactured, labeled, packaged, stored, and tested (while in the possession of, stored by, or under the control of Medica) in accordance with cGMP. Medica shall provide adequate packaging for protection during normal shipping and handling environments.\n\n4.2 Conditions to Rejection. In order to be entitled to reject any Cartridge, Vapotherm must notify Medica of any failure of the Cartridge to meet the Specifications or otherwise comply with this Agreement.", "probability": 8.042089790819796e-06 }, { "score": -0.15483403205871582, "text": "It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.\n\n10.5 [* * *]\n\n(b) [* * *]\n\n10.6 Reservation of All Other Rights. Except as expressly set forth in this Agreement, nothing contained herein may be construed as doing the following: -11-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 6.250292870113226e-06 }, { "score": -0.3718292713165283, "text": "Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 5.031071999667213e-06 }, { "score": -0.4073784351348877, "text": "Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 4.855363250361907e-06 }, { "score": -0.4894324541091919, "text": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity.", "probability": 4.472868385554655e-06 }, { "score": -0.561738133430481, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 4.160870139280303e-06 }, { "score": -0.7738792896270752, "text": "(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or", "probability": 3.3655219560267923e-06 }, { "score": -0.7977871894836426, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]", "probability": 3.286013619934889e-06 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.060288429260254, "probability": 0.999202738505068 }, { "score": 4.711021423339844, "text": "This Agreement may be terminated as follows:", "probability": 0.0006425508596128419 }, { "score": 2.971116065979004, "text": "This Agreement may be terminated as follows:", "probability": 0.00011279145867223165 }, { "score": 1.0410327911376953, "text": "This Agreement may be terminated as follows", "probability": 1.637011375522687e-05 }, { "score": -0.43729841709136963, "text": "13.2 Termination. This Agreement may be terminated as follows:", "probability": 3.7326787227409492e-06 }, { "score": -0.6076112985610962, "text": "Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 3.1481445598280903e-06 }, { "score": -0.6818721294403076, "text": "This Agreement may be terminated as follows: (1)", "probability": 2.922830277009116e-06 }, { "score": -0.7287614345550537, "text": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows:", "probability": 2.7889442373659707e-06 }, { "score": -0.7772572040557861, "text": "This", "probability": 2.656919436713362e-06 }, { "score": -0.9666540622711182, "text": "(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).", "probability": 2.1984893973575967e-06 }, { "score": -1.308935284614563, "text": "All rights and obligation decay after 2 (two) years from termination or expiration.", "probability": 1.5612538752691598e-06 }, { "score": -1.5207397937774658, "text": "This Agreement may be terminated as follows: (", "probability": 1.2632461979513821e-06 }, { "score": -1.819873332977295, "text": "This Agreement may be terminated as follows", "probability": 9.366470170788135e-07 }, { "score": -1.9009597301483154, "text": "Termination. This Agreement may be terminated as follows:", "probability": 8.636953462023491e-07 }, { "score": -2.071429967880249, "text": "This Agreement may be terminated as follows: (1", "probability": 7.283268085646702e-07 }, { "score": -2.223994493484497, "text": "This Agreement may be terminated as", "probability": 6.252711119020567e-07 }, { "score": -2.2382583618164062, "text": "13.2 Termination. This Agreement may be terminated as follows:", "probability": 6.164156339187243e-07 }, { "score": -2.3346052169799805, "text": "This", "probability": 5.597972201229106e-07 }, { "score": -2.3885366916656494, "text": ":", "probability": 5.304062044814946e-07 }, { "score": -2.631502151489258, "text": "Termination. This Agreement may be terminated as follows:", "probability": 4.1599684525879684e-07 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Source Code Escrow": [ { "text": "", "score": 12.230245590209961, "probability": 0.9993272111715353 }, { "score": 4.20897102355957, "text": "This Agreement may be terminated as follows:", "probability": 0.00032818024210321683 }, { "score": 3.635756015777588, "text": "\"Event of Insolvency\" with respect to any Person means any of the following:", "probability": 0.00018499854649792175 }, { "score": 2.7701923847198486, "text": "This Agreement may be terminated as follows:", "probability": 7.785003417162065e-05 }, { "score": 2.3064541816711426, "text": "Event of Insolvency\" with respect to any Person means any of the following:", "probability": 4.896208064684922e-05 }, { "score": 0.41687703132629395, "text": "This Agreement may be terminated as follows", "probability": 7.399918479222616e-06 }, { "score": 0.06551241874694824, "text": "\"Event of Insolvency\" with respect to any Person means any of the following: (1) the institution by that Person of proceedings under the United States Bankruptcy Code, or any other applicable U.S. federal or state Law or any applicable foreign Law seeking an order for relief; (2) the consent of that Person to the institution of bankruptcy or insolvency proceedings against that Person", "probability": 5.207523314528778e-06 }, { "score": -0.16785049438476562, "text": "\"Event of Insolvency\" with respect to any Person means any of the following: (1) the institution by that Person of proceedings under the United States Bankruptcy Code, or any other applicable U.S. federal or state Law or any applicable foreign Law seeking an order for relief; (2) the consent of that Person to the institution of bankruptcy or insolvency proceedings against that Person;", "probability": 4.1236614003540155e-06 }, { "score": -0.6899735927581787, "text": "13.2 Termination. This Agreement may be terminated as follows:", "probability": 2.44640196580806e-06 }, { "score": -0.7895553112030029, "text": "\"Event of Insolvency\" with respect to any Person means any of the following", "probability": 2.2145221382850433e-06 }, { "score": -1.1779074668884277, "text": "The purpose of initiating a \"recall\", either party will notify the other party immediately regarding the need within 24 hrs.", "probability": 1.5018301818724658e-06 }, { "score": -1.2549467086791992, "text": "Insolvency\" with respect to any Person means any of the following:", "probability": 1.3904747614454293e-06 }, { "score": -1.2575263977050781, "text": "This", "probability": 1.3868923916492531e-06 }, { "score": -1.2637895345687866, "text": "Event of Insolvency\" with respect to any Person means any of the following: (1) the institution by that Person of proceedings under the United States Bankruptcy Code, or any other applicable U.S. federal or state Law or any applicable foreign Law seeking an order for relief; (2) the consent of that Person to the institution of bankruptcy or insolvency proceedings against that Person", "probability": 1.3782332398175837e-06 }, { "score": -1.4971524477005005, "text": "Event of Insolvency\" with respect to any Person means any of the following: (1) the institution by that Person of proceedings under the United States Bankruptcy Code, or any other applicable U.S. federal or state Law or any applicable foreign Law seeking an order for relief; (2) the consent of that Person to the institution of bankruptcy or insolvency proceedings against that Person;", "probability": 1.091376239423502e-06 }, { "score": -1.5488002300262451, "text": "\"Event of Insolvency\"", "probability": 1.0364399568608593e-06 }, { "score": -1.6429617404937744, "text": "Termination. This Agreement may be terminated as follows:", "probability": 9.433010615285717e-07 }, { "score": -1.6514463424682617, "text": "13.2 Termination. This Agreement may be terminated as follows:", "probability": 9.353313850561021e-07 }, { "score": -1.703545093536377, "text": "Termination. This Agreement may be terminated as follows:", "probability": 8.878494034917839e-07 }, { "score": -1.742218017578125, "text": "This Agreement may be terminated as follows: (", "probability": 8.541691259248099e-07 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Post-Termination Services": [ { "score": 12.831674575805664, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.", "probability": 0.5397794768365152 }, { "text": "", "score": 12.37302303314209, "probability": 0.34121375802102966 }, { "score": 10.86546516418457, "text": "Upon any termination (including expiration) of this Agreement, Vapotherm shall pay to Medica, and Medica shall pay to Vapotherm, all amounts payable up to the date of termination but not yet paid.", "probability": 0.0755618305135682 }, { "score": 9.615970611572266, "text": "All rights and obligation decay after 2 (two) years from termination or expiration.\n\n(c) Upon any termination (including expiration) of this Agreement, Vapotherm shall pay to Medica, and Medica shall pay to Vapotherm, all amounts payable up to the date of termination but not yet paid.", "probability": 0.02165977201053341 }, { "score": 8.80191421508789, "text": "The provisions of this Section 10.2 will survive termination or expiration of this Agreement and will continue for a period of 5 years from the date of that termination or expiration.", "probability": 0.009596517950651926 }, { "score": 8.258487701416016, "text": "All rights and obligation decay after 2 (two) years from termination or expiration.", "probability": 0.005573224579395574 }, { "score": 7.58669376373291, "text": "Upon any termination (including expiration) of this Agreement, each party shall return to the other party all documents and other tangible items to it or its employees or agents have received or created pursuant to this Agreement pertaining, referring, or relating to Confidential Information of the other party.", "probability": 0.0028467553380598916 }, { "score": 6.0088210105896, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs", "probability": 0.0005876093719349589 }, { "score": 5.764519691467285, "text": "Upon any termination (including expiration) of this Agreement, Vapotherm shall pay to Medica, and Medica shall pay to Vapotherm, all amounts payable up to the date of termination but not yet paid", "probability": 0.0004602459748791038 }, { "score": 5.573891639709473, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain,", "probability": 0.0003803656484396939 }, { "score": 5.421533584594727, "text": "such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.", "probability": 0.0003266126681308932 }, { "score": 5.415426254272461, "text": "Termination of this Agreement will not affect rights and obligations of either party that may have accrued prior to the date of termination or any other obligation contained in Section 5.5, 6.3, 6.4, 8.1, 8.3, Article 9, 10.1, 10.2, 10.3, 10.4, 10.5(b), 10.6, Article 12, Article 13, and Sections 14.3, 14.4, and 14.5. All rights and obligation decay after 2 (two) years from termination or expiration.\n\n(c) Upon any termination (including expiration) of this Agreement, Vapotherm shall pay to Medica, and Medica shall pay to Vapotherm, all amounts payable up to the date of termination but not yet paid.", "probability": 0.00032462401553962257 }, { "score": 5.344907283782959, "text": "(c) Upon any termination (including expiration) of this Agreement, Vapotherm shall pay to Medica, and Medica shall pay to Vapotherm, all amounts payable up to the date of termination but not yet paid.", "probability": 0.00030252038598338655 }, { "score": 5.242428779602051, "text": "Medica agrees to maintain [* * *] weeks [* * *] of inventory in the event of business disruption consistent with section 2 of the agreement.", "probability": 0.00027305415970316053 }, { "score": 5.186305522918701, "text": "All", "probability": 0.0002581515733492451 }, { "score": 5.135711193084717, "text": "Upon any termination (including expiration) of this Agreement, each party shall return to the other party all documents and other tangible items to it or its employees or agents have received or created pursuant to this Agreement pertaining, referring, or relating to Confidential Information of the other party", "probability": 0.00024541547146215477 }, { "score": 4.843303203582764, "text": "This Agreement may be terminated as follows:", "probability": 0.00018319379593456517 }, { "score": 4.712529182434082, "text": "(c) The provisions of this Section 10.2 will survive termination or expiration of this Agreement and will continue for a period of 5 years from the date of that termination or expiration.", "probability": 0.00016073717304986766 }, { "score": 4.53212833404541, "text": "Medica shall also maintain records with respect to its costs, obligations, and performance under this Agreement. All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.", "probability": 0.00013420516580710235 }, { "score": 4.5150251388549805, "text": "All rights and obligation decay after 2 (two) years from termination or expiration.\n\n(c) Upon any termination (including expiration) of this Agreement, Vapotherm shall pay to Medica, and Medica shall pay to Vapotherm, all amounts payable up to the date of termination but not yet paid", "probability": 0.00013192934603214822 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Audit Rights": [ { "score": 13.554996490478516, "text": "Medica shall at Vapotherm's request give Vapotherm and any designee of Vapotherm reasonable access to Medica's facilities, procedures, and books and records, including Medica's protocols, standard operating procedures (SOPs), equipment specifications, and manufacturing records, for purposes of (1) observing manufacturing, operations and (2) auditing and inspecting Medica's facilities for compliance with applicable Laws and the terms of this Agreement.", "probability": 0.6602705402519439 }, { "text": "", "score": 12.273717880249023, "probability": 0.18334526151915825 }, { "score": 11.109277725219727, "text": "Medica shall permit up to two individuals selected by Vapotherm to attend any such inspections and shall provide Vapotherm with an accurate and reasonably complete description of any such inquiries, notifications, or inspections.", "probability": 0.05722156828564648 }, { "score": 10.387849807739258, "text": "At any time or from time to time from the date of this Agreement, Medica, on the one hand, and Vapotherm, on the other hand, shall at the request, and at the expense, of the other do the following: (1) to the extent consistent with this Agreement deliver to the other such records, data, or other documents requested by the other; and (2) take or cause to be taken all such other actions as are reasonably necessary or desirable in order to permit the other to obtain the full benefits of this Agreement.", "probability": 0.02781298443782328 }, { "score": 10.268693923950195, "text": "Vapotherm acknowledges that it and its designee may be permitted only to review, rather than obtain copies of, certain proprietary documents of Medica; Medica shall at Vapotherm's request provide Vapotherm with a copy of any other document that Vapotherm requests provided it is reasonable and applicable to the Cartridges or System.", "probability": 0.024688735672725694 }, { "score": 9.91444206237793, "text": "Medica shall permit up to two individuals selected by Vapotherm to attend any such inspections and shall provide Vapotherm with an accurate and reasonably complete description of any such inquiries, notifications, or inspections. Medica shall also furnish to Vapotherm (1) within [* * *] Business Days after receipt any report or correspondence issued by any Governmental Authority in connection with any such inquiries, notifications, or inspections, and (2) not later than [* * *] Business Days prior to the time Medica proposes to send it, a copy of any proposed response or explanation relating to any such inquiries, notifications, or inspections or any report or correspondence issued by any Governmental Authority in connection therewith (each, a \"Proposed Response\"), in each case redacted of trade secrets or other confidential or proprietary information of Medica that are unrelated to Medica's obligations under this Agreement or are unrelated to manufacture of Cartridges.", "probability": 0.01732404173443612 }, { "score": 8.955586433410645, "text": "Medica shall at Vapotherm's request give Vapotherm and any designee of Vapotherm reasonable access to Medica's facilities, procedures, and books and records, including Medica's protocols, standard operating procedures (SOPs), equipment specifications, and manufacturing records, for purposes of (1) observing manufacturing, operations and (2) auditing and inspecting Medica's facilities for compliance with applicable Laws and the terms of this Agreement", "probability": 0.006640847583339433 }, { "score": 8.465598106384277, "text": "Medica shall notify Vapotherm within [* * *] Business Days of any written or oral inquiries, notifications, or inspection activity by any Governmental Authority in regard to Medica's manufacture of Cartridges.", "probability": 0.004068405999428313 }, { "score": 8.433591842651367, "text": "Medica shall notify Vapotherm within [* * *] Business Days of any written or oral inquiries, notifications, or inspection activity by any Governmental Authority in regard to Medica's manufacture of Cartridges. Medica shall permit up to two individuals selected by Vapotherm to attend any such inspections and shall provide Vapotherm with an accurate and reasonably complete description of any such inquiries, notifications, or inspections.", "probability": 0.0039402533082452 }, { "score": 8.296570777893066, "text": "Medica shall also furnish to Vapotherm (1) within [* * *] Business Days after receipt any report or correspondence issued by any Governmental Authority in connection with any such inquiries, notifications, or inspections, and (2) not later than [* * *] Business Days prior to the time Medica proposes to send it, a copy of any proposed response or explanation relating to any such inquiries, notifications, or inspections or any report or correspondence issued by any Governmental Authority in connection therewith (each, a \"Proposed Response\"), in each case redacted of trade secrets or other confidential or proprietary information of Medica that are unrelated to Medica's obligations under this Agreement or are unrelated to manufacture of Cartridges.", "probability": 0.0034357111950201855 }, { "score": 7.775465965270996, "text": "Medica shall at Vapotherm's request give Vapotherm and any designee of Vapotherm reasonable access to Medica's facilities, procedures, and books and records, including Medica's protocols, standard operating procedures (SOPs), equipment specifications, and manufacturing records, for purposes of (1) observing manufacturing, operations and (2) auditing and inspecting Medica's facilities for compliance with applicable Laws and the terms of this Agreement. Vapotherm acknowledges that it and its designee may be permitted only to review, rather than obtain copies of, certain proprietary documents of Medica;", "probability": 0.0020403454572235145 }, { "score": 7.567324638366699, "text": "Medica will make efforts to conduct the necessary investigations as it pertains to the Cartridge and report factual data has required.", "probability": 0.0016569487496946624 }, { "score": 7.319785118103027, "text": "Vapotherm acknowledges that it and its designee may be permitted only to review, rather than obtain copies of, certain proprietary documents of Medica;", "probability": 0.0012936119772998349 }, { "score": 7.296274662017822, "text": "Vapotherm acknowledges that it and its designee may be permitted only to review, rather than obtain copies of, certain proprietary documents of Medica; Medica shall at Vapotherm's request provide Vapotherm with a copy of any other document that Vapotherm requests provided it is reasonable and applicable to the Cartridges or System", "probability": 0.0012635533008563348 }, { "score": 7.2484917640686035, "text": "At any time or from time to time from the date of this Agreement, Medica, on the one hand, and Vapotherm, on the other hand, shall at the request, and at the expense, of the other do the following:", "probability": 0.0012045968348764384 }, { "score": 7.23875617980957, "text": "Medica shall notify Vapotherm within [* * *] Business Days of any written or oral inquiries, notifications, or inspection activity by any Governmental Authority in regard to Medica's manufacture of Cartridges. Medica shall permit up to two individuals selected by Vapotherm to attend any such inspections and shall provide Vapotherm with an accurate and reasonably complete description of any such inquiries, notifications, or inspections. Medica shall also furnish to Vapotherm (1) within [* * *] Business Days after receipt any report or correspondence issued by any Governmental Authority in connection with any such inquiries, notifications, or inspections, and (2) not later than [* * *] Business Days prior to the time Medica proposes to send it, a copy of any proposed response or explanation relating to any such inquiries, notifications, or inspections or any report or correspondence issued by any Governmental Authority in connection therewith (each, a \"Proposed Response\"), in each case redacted of trade secrets or other confidential or proprietary information of Medica that are unrelated to Medica's obligations under this Agreement or are unrelated to manufacture of Cartridges.", "probability": 0.0011929262828927485 }, { "score": 7.129578113555908, "text": "Medica shall at Vapotherm's request provide Vapotherm with a copy of any other document that Vapotherm requests provided it is reasonable and applicable to the Cartridges or System.", "probability": 0.0010695428172631117 }, { "score": 6.455135345458984, "text": "Medica shall permit up to two individuals selected by Vapotherm to attend any such inspections and shall provide Vapotherm with an accurate and reasonably complete description of any such inquiries, notifications, or inspections. Medica shall also furnish to Vapotherm (1) within [* * *] Business Days after receipt any report or correspondence issued by any Governmental Authority in connection with any such inquiries, notifications, or inspections,", "probability": 0.0005448681258498123 }, { "score": 6.365614414215088, "text": "After filing a response with any Governmental Authority, Medica shall within [* * *] Business Days notify Vapotherm of any further contacts with that Governmental Authority with respect to that response.\n\n8.2 Access to Medica Facilities and Records. Medica shall at Vapotherm's request give Vapotherm and any designee of Vapotherm reasonable access to Medica's facilities, procedures, and books and records, including Medica's protocols, standard operating procedures (SOPs), equipment specifications, and manufacturing records, for purposes of (1) observing manufacturing, operations and (2) auditing and inspecting Medica's facilities for compliance with applicable Laws and the terms of this Agreement.", "probability": 0.0004982105920407893 }, { "score": 6.342949867248535, "text": "At any time or from time to time from the date of this Agreement, Medica, on the one hand, and Vapotherm, on the other hand, shall at the request, and at the expense, of the other do the following: (1) to the extent consistent with this Agreement deliver to the other such records, data, or other documents requested by the other; and (2) take or cause to be taken all such other actions as are reasonably necessary or desirable in order to permit the other to obtain the full benefits of this Agreement", "probability": 0.00048704587423561226 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Uncapped Liability": [ { "score": 14.022085189819336, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.45203860480025837 }, { "score": 13.236139297485352, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits.", "probability": 0.20598877823146514 }, { "score": 13.012346267700195, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.1646840291125373 }, { "text": "", "score": 12.37000846862793, "probability": 0.08663387140289801 }, { "score": 12.137178421020508, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits.", "probability": 0.06863899519028639 }, { "score": 9.246585845947266, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits", "probability": 0.003812435566357462 }, { "score": 9.124822616577148, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party", "probability": 0.0033753702155099913 }, { "score": 8.643929481506348, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;", "probability": 0.0020867584408655955 }, { "score": 8.540063858032227, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:", "probability": 0.0018808922272974403 }, { "score": 8.3401517868042, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *", "probability": 0.0015400797210790053 }, { "score": 8.1415376663208, "text": "This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.0012626593115044667 }, { "score": 8.115084648132324, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party", "probability": 0.001229696072531332 }, { "score": 8.002222061157227, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits", "probability": 0.0010984547905486955 }, { "score": 7.808730125427246, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.", "probability": 0.0009052107591497508 }, { "score": 7.806126594543457, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.\n\n(b) Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;", "probability": 0.0009028570802493295 }, { "score": 7.792708873748779, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.", "probability": 0.0008908237067871027 }, { "score": 7.702260971069336, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.\n\n(b) Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:", "probability": 0.0008137869871977202 }, { "score": 7.6598052978515625, "text": "Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 0.0007799602618577382 }, { "score": 7.582202434539795, "text": "(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 0.000721722061738831 }, { "score": 7.572864532470703, "text": "(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 0.0007150140598801672 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Cap On Liability": [ { "score": 14.319819450378418, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.35268320825758676 }, { "score": 14.296985626220703, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.3447213476878681 }, { "score": 13.54928970336914, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.16321045124369046 }, { "score": 12.667795181274414, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits.", "probability": 0.06759580722781604 }, { "text": "", "score": 12.26817512512207, "probability": 0.0453280434526987 }, { "score": 10.300012588500977, "text": "Medica shall at its cost obtain and maintain one or more insurance policies providing coverage of at least Euro [* * *] in the aggregate that cover Medica for fire, theft, fidelity, product liability, and any and all potential claims, suits, losses, expenses, or damages arising out of Medica's obligations under this Agreement.", "probability": 0.0063329322851427075 }, { "score": 9.885077476501465, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party", "probability": 0.004182161646159516 }, { "score": 9.68657112121582, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.", "probability": 0.0034291825110806338 }, { "score": 9.626813888549805, "text": "This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.0032302665761461077 }, { "score": 9.137381553649902, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party", "probability": 0.0019800702626104638 }, { "score": 9.084858894348145, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits", "probability": 0.001878755652898444 }, { "score": 8.943273544311523, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].\n\nARTICLE 13\n\nTERM AND TERMINATION; BUSINESS CONTINUITY\n\n13.1 Term. The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "probability": 0.0016307243798325494 }, { "score": 8.87855339050293, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *", "probability": 0.0015285264505361786 }, { "score": 8.130858421325684, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *", "probability": 0.0007236909791571164 }, { "score": 7.618570327758789, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party", "probability": 0.000433580025899633 }, { "score": 7.523273468017578, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].\n\nARTICLE 13\n\nTERM AND TERMINATION; BUSINESS CONTINUITY\n\n13.1 Term. The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows:", "probability": 0.0003941689102285517 }, { "score": 7.332976818084717, "text": "Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.00032586489849007697 }, { "score": 6.480668067932129, "text": "Medica shall at its cost obtain and maintain one or more insurance policies providing coverage of at least Euro [* * *] in the aggregate that cover Medica for fire, theft, fidelity, product liability, and any and all potential claims, suits, losses, expenses, or damages arising out of Medica's obligations under this Agreement", "probability": 0.0001389583327088978 }, { "score": 6.397764682769775, "text": "No Liability for Consequential Damages. No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.0001279028176374599 }, { "score": 6.369645595550537, "text": "each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.00012435640181184942 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Liquidated Damages": [ { "text": "", "score": 12.158724784851074, "probability": 0.9717320682983587 }, { "score": 8.510359764099121, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.025297740812842133 }, { "score": 4.726371765136719, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 0.0005750645962724907 }, { "score": 4.653867721557617, "text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 0.0005348457204147156 }, { "score": 4.644420623779297, "text": "This Agreement may be terminated as follows:", "probability": 0.0005298167724808307 }, { "score": 4.5661396980285645, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:", "probability": 0.0004899240155249821 }, { "score": 3.719151496887207, "text": "This Agreement may be terminated as follows:", "probability": 0.00021003246365044334 }, { "score": 3.6685378551483154, "text": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "probability": 0.00019966649822698997 }, { "score": 2.784245014190674, "text": "No Liability for Consequential Damages 15 12.4 Limitation on Liability", "probability": 8.246348793437217e-05 }, { "score": 2.4247305393218994, "text": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *", "probability": 5.756076371097434e-05 }, { "score": 2.228743076324463, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;", "probability": 4.7316245208010064e-05 }, { "score": 2.0193324089050293, "text": "This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 3.8376412751432554e-05 }, { "score": 1.9771462678909302, "text": "Limitation on Liability", "probability": 3.679113349780817e-05 }, { "score": 1.969781756401062, "text": "(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 3.652118003024434e-05 }, { "score": 1.8233681917190552, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement;", "probability": 3.1547009625319714e-05 }, { "score": 1.4649465084075928, "text": "(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 2.204436732401532e-05 }, { "score": 1.4537785053253174, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.\n\n12.2 Procedures Relating to Indemnification. In order to be entitled to indemnification under this Article 12 in connection with an Indemnifiable Loss, the party seeking indemnification (the \"Indemnified Party\") must:", "probability": 2.1799545392435386e-05 }, { "score": 1.3781415224075317, "text": "No Liability for Consequential Damages", "probability": 2.0211507756319595e-05 }, { "score": 1.2898175716400146, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.\n\n(b) Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 1.8502913058950157e-05 }, { "score": 1.245807409286499, "text": "No Liability for Consequential Damages. No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.\n\n12.4 Limitation on Liability.\n\nNotwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "probability": 1.7706255938395487e-05 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Warranty Duration": [ { "score": 12.695836067199707, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.", "probability": 0.3705417223949476 }, { "score": 11.990537643432617, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.", "probability": 0.18303321254321106 }, { "text": "", "score": 11.931449890136719, "probability": 0.1725315075722984 }, { "score": 10.759071350097656, "text": "If Vapotherm does not notify Medica that one or more Cartridges do not meet the Specifications or otherwise fail to comply with this Agreement, those Cartridges will be deemed to have been accepted by Vapotherm as being fully compliant with the Specifications and this Agreement.", "probability": 0.05342086138652863 }, { "score": 10.62313175201416, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.\n\nARTICLE 9 CARTRIDGE RECALLS\n\n9.1 Cartridge Recalls. If any Governmental Authority withdraws its approval to sell the Cartridge in any country or issues a directive or request that some or all Cartridges be recalled for safety reasons relating to the Cartridge or Vapotherm reasonably determines that some or all Cartridges should be recalled, and if that recall is due to any reason other than Medica having manufactured Cartridges that fail to conform to the Specifications or that was not manufactured in accordance with any applicable Laws, Vapotherm shall pay all costs, including Medica's reasonable out-of-pocket expenses, associated with that recall.", "probability": 0.046630821788374764 }, { "score": 10.612689971923828, "text": "If any Event of Force Majeure prevents Medica from delivering any shipment of Cartridges for more than [* * *] Business Days beyond the scheduled delivery date, then Vapotherm may cancel its order without incurring any liability to Medica with respect thereto.", "probability": 0.04614644627410798 }, { "score": 10.495396614074707, "text": "If Medica becomes aware of any Cartridge problem that could endanger patient health, Medica will report the problem to Vapotherm within 24 hours.", "probability": 0.04103915439842981 }, { "score": 10.489592552185059, "text": "If Vapotherm does not notify Medica that one or more Cartridges do not meet the Specifications or otherwise fail to comply with this Agreement, those Cartridges will be deemed to have been accepted by Vapotherm as being fully compliant with the Specifications and this Agreement.\n\n4.6 Quality Monitoring. Medica will periodically sample and trend the Cartridge performance in accordance with specification and Medica's internal production tests to monitor process and product control. Medica will share the results with Vapotherm as part of the Production Process as outlined in Article 5.\n\n4.7 If Medica becomes aware of any Cartridge problem that could endanger patient health, Medica will report the problem to Vapotherm within 24 hours.", "probability": 0.04080165051675169 }, { "score": 9.115893363952637, "text": "If any Governmental Authority withdraws its approval to sell the Cartridge in any country or issues a directive or request that some or all Cartridges be recalled for safety reasons relating to the Cartridge or Vapotherm reasonably determines that some or all Cartridges should be recalled, and if that recall is due to any reason other than Medica having manufactured Cartridges that fail to conform to the Specifications or that was not manufactured in accordance with any applicable Laws, Vapotherm shall pay all costs, including Medica's reasonable out-of-pocket expenses, associated with that recall.", "probability": 0.01032970108583656 }, { "score": 8.609124183654785, "text": "(7) by Vapotherm, if for any reason other than an Event of Force Majeure Medica fails to deliver within [* * *] days after the required delivery date, or on more than two occasions in any [* * *]-day period fails to deliver within [* * *] days after the required delivery day, any shipment of Cartridge it is required to deliver pursuant to Section 3.2, Section 4.2, or Section 9.3; or (8) by Medica or Vapotherm on [* * *] Business Days' prior written notice to Vapotherm or Medica, respectively, if due to an Event of Force Majeure (A) Vapotherm or (B) Medica or both of them, respectively, is prevented from performing an obligation under this Agreement for more than [* * *] days, unless prior to the end of the [* * *]-Business-Day period the Event of Force Majeure ceases to exist and the party prevented from performing resumes performance under this Agreement and notifies the party giving the notice of termination.", "probability": 0.006223012821362665 }, { "score": 8.512348175048828, "text": "If Vapotherm does not notify Medica that one or more Cartridges do not meet the Specifications or otherwise fail to comply with this Agreement, those Cartridges will be deemed to have been accepted by Vapotherm as being fully compliant with the Specifications and this Agreement.", "probability": 0.005648997847474263 }, { "score": 8.49443244934082, "text": "The purpose of initiating a \"recall\", either party will notify the other party immediately regarding the need within 24 hrs.", "probability": 0.0055486931501485615 }, { "score": 8.046624183654785, "text": "The provisions of this Section 10.2 will survive termination or expiration of this Agreement and will continue for a period of 5 years from the date of that termination or expiration.", "probability": 0.00354576582369277 }, { "score": 7.7674360275268555, "text": "Vapotherm shall copy in writing via email or facsimile to Medica Quality Assurance within 24-48 hours on all and any vigilance reporting, including health outcome, relationship between the incidents, and timeliness of reporting the vigilance incident to the Competent Authorities.", "probability": 0.0026820086492390467 }, { "score": 7.746164321899414, "text": "Any changes to the status of the Medica Quality System shall be reported to Vapotherm Quality Assurance and Vapotherm Executive Management by sending notice in accordance with Section 14.8 within 72 hours.", "probability": 0.0026255602560540476 }, { "score": 7.682702541351318, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.\n\nARTICLE 9 CARTRIDGE RECALLS\n\n9.1 Cartridge Recalls. If any Governmental Authority withdraws its approval to sell the Cartridge in any country or issues a directive or request that some or all Cartridges be recalled for safety reasons relating to the Cartridge or Vapotherm reasonably determines that some or all Cartridges should be recalled, and if that recall is due to any reason other than Medica having manufactured Cartridges that fail to conform to the Specifications or that was not manufactured in accordance with any applicable Laws, Vapotherm shall pay all costs, including Medica's reasonable out-of-pocket expenses, associated with that recall. Those actions may include developing reports on records pertaining to the lot traceability, assist in conducting an investigation to rule out a root cause for failure and other related activities requiring Medica's resources.", "probability": 0.0024641145242780198 }, { "score": 7.572643756866455, "text": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs", "probability": 0.002207308144842108 }, { "score": 7.532873153686523, "text": "If for any reason other than an event of Force Majeure Medica (1) fails to replace any Nonconforming Cartridge as required by Section 4.3 or (2) fails to replace any Nonconforming Cartridge within [* * *] Business Days after a dispute regarding whether any rejected quantity of Cartridge constitutes Nonconforming Cartridge is decided in Vapotherm's favor, then, in addition to any other remedies it might have under this Agreement or by law, Vapotherm may cancel that purchase order or the portion thereof of relating to the Nonconforming Cartridge, as applicable.\n\n4.5 Acceptance of Cartridges. If Vapotherm does not notify Medica that one or more Cartridges do not meet the Specifications or otherwise fail to comply with this Agreement, those Cartridges will be deemed to have been accepted by Vapotherm as being fully compliant with the Specifications and this Agreement.", "probability": 0.0021212449055463597 }, { "score": 7.256329536437988, "text": "In order to be entitled to reject any Cartridge, Vapotherm must notify Medica of any failure of the Cartridge to meet the Specifications or otherwise comply with this Agreement.", "probability": 0.001608753279856185 }, { "score": 6.617718696594238, "text": "(7) by Vapotherm, if for any reason other than an Event of Force Majeure Medica fails to deliver within [* * *] days after the required delivery date, or on more than two occasions in any [* * *]-day period fails to deliver within [* * *] days after the required delivery day, any shipment of Cartridge it is required to deliver pursuant to Section 3.2, Section 4.2, or Section 9.3;", "probability": 0.0008494626370195128 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Insurance": [ { "score": 12.926406860351562, "text": "At the request of Medica from time to time, Vapotherm shall famish Medica with certification of insurance evidencing that insurance and shall endeavour to provide at least [* * *] Business Days prior written notice to Medica of any cancellation of or decrease in the amount of coverage provided by any such policy.", "probability": 0.14985454080195745 }, { "score": 12.72408390045166, "text": "Vapotherm shall at its cost obtain and maintain product-liability insurance coverage in the amount of $[* * *] in relation to the Cartridge. At the request of Medica from time to time, Vapotherm shall famish Medica with certification of insurance evidencing that insurance and shall endeavour to provide at least [* * *] Business Days prior written notice to Medica of any cancellation of or decrease in the amount of coverage provided by any such policy.", "probability": 0.12240584665406781 }, { "score": 12.465139389038086, "text": "Vapotherm shall at its cost obtain and maintain product-liability insurance coverage in the amount of $[* * *] in relation to the Cartridge.", "probability": 0.09448089306851738 }, { "score": 12.453859329223633, "text": "Vapotherm shall have the right to maintain such insurance coverage on Vapotherm's behalf and at Vapotherm' s expense in the event of nonpayment of premiums or lapse of coverage. -7-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(b) Vapotherm shall at its cost obtain and maintain product-liability insurance coverage in the amount of $[* * *] in relation to the Cartridge. At the request of Medica from time to time, Vapotherm shall famish Medica with certification of insurance evidencing that insurance and shall endeavour to provide at least [* * *] Business Days prior written notice to Medica of any cancellation of or decrease in the amount of coverage provided by any such policy.", "probability": 0.09342113126858934 }, { "score": 12.237903594970703, "text": "Vapotherm shall have the right to maintain such insurance coverage on Vapotherm's behalf and at Vapotherm' s expense in the event of nonpayment of premiums or lapse of coverage.", "probability": 0.07527603548025687 }, { "score": 12.194915771484375, "text": "Vapotherm shall have the right to maintain such insurance coverage on Vapotherm's behalf and at Vapotherm' s expense in the event of nonpayment of premiums or lapse of coverage. -7-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(b) Vapotherm shall at its cost obtain and maintain product-liability insurance coverage in the amount of $[* * *] in relation to the Cartridge.", "probability": 0.07210864981224262 }, { "text": "", "score": 12.182666778564453, "probability": 0.0712307789642536 }, { "score": 12.09167766571045, "text": "At Vapotherm's request to Medica from time to time, Medica shall furnish Vapotherm with certification of insurance evidencing that insurance and shall provide at least [* * *] Business Days prior written notice to Vapotherm of any cancellation of or decrease in the dollar amount of coverage provided by any such policy.", "probability": 0.06503567080450308 }, { "score": 12.038359642028809, "text": "At Vapotherm's request to Medica from time to time, Medica shall furnish Vapotherm with certification of insurance evidencing that insurance and shall provide at least [* * *] Business Days prior written notice to Vapotherm of any cancellation of or decrease in the dollar amount of coverage provided by any such policy. Vapotherm shall have the right to maintain such insurance coverage on Vapotherm's behalf and at Vapotherm' s expense in the event of nonpayment of premiums or lapse of coverage.", "probability": 0.061658918174812186 }, { "score": 11.90383529663086, "text": "Medica shall at its cost obtain and maintain one or more insurance policies providing coverage of at least Euro [* * *] in the aggregate that cover Medica for fire, theft, fidelity, product liability, and any and all potential claims, suits, losses, expenses, or damages arising out of Medica's obligations under this Agreement. At Vapotherm's request to Medica from time to time, Medica shall furnish Vapotherm with certification of insurance evidencing that insurance and shall provide at least [* * *] Business Days prior written notice to Vapotherm of any cancellation of or decrease in the dollar amount of coverage provided by any such policy.", "probability": 0.05389800864648514 }, { "score": 11.850517272949219, "text": "Medica shall at its cost obtain and maintain one or more insurance policies providing coverage of at least Euro [* * *] in the aggregate that cover Medica for fire, theft, fidelity, product liability, and any and all potential claims, suits, losses, expenses, or damages arising out of Medica's obligations under this Agreement. At Vapotherm's request to Medica from time to time, Medica shall furnish Vapotherm with certification of insurance evidencing that insurance and shall provide at least [* * *] Business Days prior written notice to Vapotherm of any cancellation of or decrease in the dollar amount of coverage provided by any such policy. Vapotherm shall have the right to maintain such insurance coverage on Vapotherm's behalf and at Vapotherm' s expense in the event of nonpayment of premiums or lapse of coverage.", "probability": 0.05109954066451856 }, { "score": 11.812439918518066, "text": "Medica shall at its cost obtain and maintain one or more insurance policies providing coverage of at least Euro [* * *] in the aggregate that cover Medica for fire, theft, fidelity, product liability, and any and all potential claims, suits, losses, expenses, or damages arising out of Medica's obligations under this Agreement.", "probability": 0.04919038382999452 }, { "score": 11.384862899780273, "text": "Vapotherm shall have the right to maintain such insurance coverage on Vapotherm's behalf and at Vapotherm' s expense in the event of nonpayment of premiums or lapse of coverage.", "probability": 0.032076418533677875 }, { "score": 9.248955726623535, "text": "Medica shall at its cost obtain and maintain one or more insurance policies providing coverage of at least Euro [* * *] in the aggregate that cover Medica for fire, theft, fidelity, product liability, and any and all potential claims, suits, losses, expenses, or damages arising out of Medica's obligations under this Agreement", "probability": 0.003789423747011816 }, { "score": 7.879292011260986, "text": "Vapotherm shall at its cost obtain and maintain product-liability insurance coverage in the amount of $[* * *] in relation to the Cartridge", "probability": 0.0009632428161123588 }, { "score": 7.877730369567871, "text": "(b) Vapotherm shall at its cost obtain and maintain product-liability insurance coverage in the amount of $[* * *] in relation to the Cartridge. At the request of Medica from time to time, Vapotherm shall famish Medica with certification of insurance evidencing that insurance and shall endeavour to provide at least [* * *] Business Days prior written notice to Medica of any cancellation of or decrease in the amount of coverage provided by any such policy.", "probability": 0.0009617397499010193 }, { "score": 7.618786334991455, "text": "(b) Vapotherm shall at its cost obtain and maintain product-liability insurance coverage in the amount of $[* * *] in relation to the Cartridge.", "probability": 0.0007423344250479171 }, { "score": 7.609067440032959, "text": "Vapotherm shall have the right to maintain such insurance coverage on Vapotherm's behalf and at Vapotherm' s expense in the event of nonpayment of premiums or lapse of coverage. -7-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(b) Vapotherm shall at its cost obtain and maintain product-liability insurance coverage in the amount of $[* * *] in relation to the Cartridge", "probability": 0.0007351547007543849 }, { "score": 7.37064790725708, "text": "At the request of Medica from time to time, Vapotherm shall famish Medica with certification of insurance evidencing that insurance and shall endeavour to provide at least [* * *] Business Days prior written notice to Medica of any cancellation of or decrease in the amount of coverage provided by any such policy.\n\nARTICLE 8 INSPECITONS; RECORDS\n\n8.1 Notification of Inquiries and Inspections. Medica shall notify Vapotherm within [* * *] Business Days of any written or oral inquiries, notifications, or inspection activity by any Governmental Authority in regard to Medica's manufacture of Cartridges. Medica shall permit up to two individuals selected by Vapotherm to attend any such inspections and shall provide Vapotherm with an accurate and reasonably complete description of any such inquiries, notifications, or inspections.", "probability": 0.0005792078658414086 }, { "score": 7.207627773284912, "text": "At the request of Medica from time to time, Vapotherm shall famish Medica with certification of insurance evidencing that insurance and shall endeavour to provide at least [* * *] Business Days prior written notice to Medica of any cancellation of or decrease in the amount of coverage provided by any such policy.\n\nARTICLE 8 INSPECITONS; RECORDS\n\n8.1 Notification of Inquiries and Inspections. Medica shall notify Vapotherm within [* * *] Business Days of any written or oral inquiries, notifications, or inspection activity by any Governmental Authority in regard to Medica's manufacture of Cartridges.", "probability": 0.000492079991454689 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.10346508026123, "probability": 0.825717627958685 }, { "score": 9.317707061767578, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 0.05093217480396146 }, { "score": 8.835288047790527, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:", "probability": 0.031439838407368165 }, { "score": 8.828311920166016, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;", "probability": 0.031221273337451755 }, { "score": 7.851240634918213, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.\n\n(b) Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 0.011752058479145233 }, { "score": 7.749298572540283, "text": "Medica shall indemnify Vapotherm, each Affiliate of Vapotherm, each Representative of Vapotherm, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:", "probability": 0.010613070977891801 }, { "score": 7.36882209777832, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.\n\n(b) Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:", "probability": 0.007254412307025788 }, { "score": 7.361845970153809, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.\n\n(b) Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;", "probability": 0.007203980714072181 }, { "score": 6.9259114265441895, "text": "Medica shall indemnify Vapotherm, each Affiliate of Vapotherm, each Representative of Vapotherm, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses: a. Indemnifiable Losses arising out of or relating to a claim made for bodily injury, including death, or property damage to the extent that such claim arises out of or results from the failure of the Cartridges to comply with the Specifications or Medica's failure to comply with Medica's Quality System;", "probability": 0.004658526547368801 }, { "score": 6.5981974601745605, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.", "probability": 0.003356790268641629 }, { "score": 6.53858757019043, "text": "Medica shall indemnify Vapotherm, each Affiliate of Vapotherm, each Representative of Vapotherm, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses: a. Indemnifiable Losses arising out of or relating to a claim made for bodily injury, including death, or property damage to the extent that such claim arises out of or results from the failure of the Cartridges to comply with the Specifications or Medica's failure to comply with Medica's Quality System; b. Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the Cartridges;", "probability": 0.003162539519413982 }, { "score": 6.521143913269043, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement;", "probability": 0.0031078516301270994 }, { "score": 6.35675573348999, "text": "The parties shall attempt in good faith to resolve any controversy or claim that may arise concerning their respective rights and obligations under this Agreement.", "probability": 0.002636740548211938 }, { "score": 5.775804042816162, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge", "probability": 0.001474902407002422 }, { "score": 5.4586076736450195, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement", "probability": 0.0010740058614793224 }, { "score": 5.362300872802734, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:", "probability": 0.0009753963798597889 }, { "score": 5.356301307678223, "text": "This Agreement may be terminated as follows:", "probability": 0.0009695619452924389 }, { "score": 5.306054592132568, "text": "Any controversy or claim arising out of or relating to this Agreement or the applicability of this Section 14.5 that is not resolved pursuant to Section 14.4 will be determined by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association.", "probability": 0.000922048339514931 }, { "score": 5.176609039306641, "text": "Medica may not reject any purchase order that complies with the provisions of Article 3.", "probability": 0.0008100954646636729 }, { "score": 5.054677963256836, "text": "Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.\n\n(b) Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement;", "probability": 0.0007171041028226292 } ], "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.151145935058594, "probability": 0.8625807035051405 }, { "score": 10.131780624389648, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 0.11449869243421351 }, { "score": 8.344188690185547, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica;", "probability": 0.0191628109090742 }, { "score": 5.609302043914795, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica;", "probability": 0.0012436925564630343 }, { "score": 4.392935276031494, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity", "probability": 0.00036851202145288486 }, { "score": 4.319979667663574, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica", "probability": 0.0003425842885552323 }, { "score": 4.043553352355957, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica", "probability": 0.0002598465878370922 }, { "score": 4.017832279205322, "text": "as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 0.00025324827633814136 }, { "score": 3.816300392150879, "text": "of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 0.00020702477040198324 }, { "score": 3.7713851928710938, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent", "probability": 0.0001979319432410518 }, { "score": 3.6739940643310547, "text": "(", "probability": 0.00017956407752177706 }, { "score": 3.4903335571289062, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity;", "probability": 0.000149436509179372 }, { "score": 3.311861753463745, "text": "(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica", "probability": 0.00012501075969986952 }, { "score": 3.0971333980560303, "text": "This Agreement inures to the benefit of and is binding upon the successors and assignees of the parties.", "probability": 0.000100853750821315 }, { "score": 2.986947774887085, "text": "Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.", "probability": 9.033146348959088e-05 }, { "score": 2.8451688289642334, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:", "probability": 7.839082454928897e-05 }, { "score": 2.3128788471221924, "text": "This Agreement may be terminated as follows:", "probability": 4.603568722092334e-05 }, { "score": 2.2302398681640625, "text": "as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica;", "probability": 4.23842964079202e-05 }, { "score": 2.1094560623168945, "text": "(as defined below) of Medica", "probability": 3.7562045787775254e-05 }, { "score": 2.049701690673828, "text": "Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.", "probability": 3.538329260451187e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Document Name": [ { "score": 14.151591300964355, "text": "STRATEGIC ALLIANCE AGREEMENT", "probability": 0.49517334238426974 }, { "score": 13.115236282348633, "text": "STRATEGIC ALLIANCE AGREEMENT\n\n(Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT", "probability": 0.1756604498303273 }, { "score": 11.807151794433594, "text": "STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement", "probability": 0.04748758846255377 }, { "score": 11.782936096191406, "text": "STRATEGIC ALLIANCE AGREEMENT", "probability": 0.04635145500114402 }, { "score": 11.482385635375977, "text": "STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement", "probability": 0.03431910589651891 }, { "score": 11.203279495239258, "text": "Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Cameron Del Caribe S. De R.L. De C.V. for the operation of the Hyatt Ziva\u00ae resort at Blvd. Kukulkan Km 9.5, Zona Hotelera, Punta Canc\u00fan, 77500, Canc\u00fan, Quintana Roo, Mexico\n\n\n\n\n\n \u2022 Franchise Agreement", "probability": 0.02596101740120299 }, { "score": 11.164070129394531, "text": "Franchise Agreement", "probability": 0.024962799990912724 }, { "score": 11.066987991333008, "text": "STRATEGIC ALLIANCE AGREEMENT (", "probability": 0.02265327828887156 }, { "score": 10.770796775817871, "text": "STRATEGIC ALLIANCE AGREEMENT\n\n(Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement", "probability": 0.01684600206974843 }, { "text": "", "score": 10.736266136169434, "probability": 0.016274227525669382 }, { "score": 10.528177261352539, "text": "Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Cameron Del Caribe S. De R.L. De C.V. for the operation of the Hyatt Ziva\u00ae resort at Blvd. Kukulkan Km 9.5, Zona Hotelera, Punta Canc\u00fan, 77500, Canc\u00fan, Quintana Roo, Mexico\n\n\n\n\n\n \u2022 Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and The Royal Cancun S. De R.L. De C.V. for the operation of the Hyatt Zilara\u00ae resort at Blvd. Kukulkan Km 11.5, Zona Hotelera, 77500 Canc\u00fan, Quintana Roo, Mexico; and\n\nWHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement", "probability": 0.013216867414528613 }, { "score": 10.44603157043457, "text": "STRATEGIC ALLIANCE AGREEMENT\n\n(Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement", "probability": 0.01217455547943518 }, { "score": 10.400358200073242, "text": "Franchise Agreement", "probability": 0.011631009766025994 }, { "score": 10.383076667785645, "text": "Franchise Agreement", "probability": 0.011431734941821406 }, { "score": 10.124162673950195, "text": "Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Playa Cabos Baja, S. DeR.L. De C.V. for the operation of the Hyatt Ziva\u00ae resort at Paseo de Malec\u00f3n I-5 D, San Jos\u00e9 del Cabo, 23405, Mexico\n\n \u2022 Franchise Agreement", "probability": 0.0088240351102116 }, { "score": 10.11131477355957, "text": "Franchise Agreement", "probability": 0.008711389962401452 }, { "score": 10.030633926391602, "text": "STRATEGIC ALLIANCE AGREEMENT\n\n(Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (", "probability": 0.008036153218867099 }, { "score": 9.92949104309082, "text": "Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Cameron Del Pacifico S. De R.L. De C.V. for the operation of the Hyatt Ziva\u00ae resort at Carretera Barra de Navidad Km. 3.5, Zona Hotelera, 48300, Puerto Vallarta, Jalisco, Mexico\n\n \u2022 Franchise Agreement", "probability": 0.007263106501091227 }, { "score": 9.92103385925293, "text": "Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and\n\nWHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:\n\n \u2022 Franchise Agreement", "probability": 0.0072019400865551125 }, { "score": 9.70797348022461, "text": "Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and The Royal Cancun S. De R.L. De C.V. for the operation of the Hyatt Zilara\u00ae resort at Blvd. Kukulkan Km 11.5, Zona Hotelera, 77500 Canc\u00fan, Quintana Roo, Mexico; and\n\nWHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement", "probability": 0.005819940667843675 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Parties": [ { "score": 13.074557304382324, "text": "Playa Hotels & Resorts, B.V.,", "probability": 0.10699650077695404 }, { "score": 12.897565841674805, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V.,", "probability": 0.08964027064757273 }, { "score": 12.808279037475586, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"", "probability": 0.08198348823508948 }, { "score": 12.794988632202148, "text": "Playa", "probability": 0.08090110305178956 }, { "score": 12.765302658081055, "text": "Hyatt Franchising Latin America, L.L.C.,", "probability": 0.07853477219477982 }, { "score": 12.631287574768066, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"", "probability": 0.06868469548686792 }, { "score": 12.617998123168945, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 0.0677779519576397 }, { "score": 12.411199569702148, "text": "Hyatt", "probability": 0.055115908567933844 }, { "score": 12.391033172607422, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V.,", "probability": 0.05401555167768336 }, { "score": 12.258769989013672, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C.,", "probability": 0.04732358587649007 }, { "score": 12.124754905700684, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"", "probability": 0.041388113754399075 }, { "score": 12.111465454101562, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 0.04084172705110593 }, { "score": 11.904666900634766, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt", "probability": 0.03321181636341162 }, { "score": 11.781579971313477, "text": "Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"", "probability": 0.02936544954825292 }, { "score": 11.735002517700195, "text": "Hyatt", "probability": 0.028029046408970314 }, { "text": "", "score": 11.704092025756836, "probability": 0.027175908183980756 }, { "score": 11.572725296020508, "text": "Playa Hotels & Resorts, B.V", "probability": 0.023830448757334814 }, { "score": 11.395734786987305, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V", "probability": 0.019964857709908638 }, { "score": 10.981095314025879, "text": "Hyatt Franchising Latin America, L.L.C", "probability": 0.013188353645473152 }, { "score": 10.889202117919922, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V", "probability": 0.012030450104362402 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Agreement Date": [ { "score": 15.433323860168457, "text": "December 14, 2016", "probability": 0.9743644144543773 }, { "text": "", "score": 10.969115257263184, "probability": 0.011218641035337703 }, { "score": 10.821795463562012, "text": "December 14, 2016 (", "probability": 0.009681888538506036 }, { "score": 9.179428100585938, "text": "December 14, 2016 (the \"Effective Date\"),", "probability": 0.0018736522786196382 }, { "score": 7.914616584777832, "text": "as of December 14, 2016", "probability": 0.0005289179836137576 }, { "score": 7.7787322998046875, "text": "January 31, 2014", "probability": 0.00046171558952884026 }, { "score": 7.7092790603637695, "text": "December 14", "probability": 0.0004307362074285733 }, { "score": 7.362042427062988, "text": "14, 2016", "probability": 0.0003043746127923028 }, { "score": 7.0849151611328125, "text": "December 14, 2016 (the", "probability": 0.0002307031815101006 }, { "score": 7.046852111816406, "text": "THIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016", "probability": 0.0002220869354736497 }, { "score": 6.54966926574707, "text": ", 2016", "probability": 0.00013508254828966052 }, { "score": 6.356841087341309, "text": "December 14,", "probability": 0.0001113922640377897 }, { "score": 6.2325849533081055, "text": "December", "probability": 9.83764796895044e-05 }, { "score": 6.085374355316162, "text": "is made and entered into as of December 14, 2016", "probability": 8.490993868970956e-05 }, { "score": 5.772594451904297, "text": "of December 14, 2016", "probability": 6.210405262904456e-05 }, { "score": 5.5051655769348145, "text": "December 14, 2016 (the \"", "probability": 4.753101149392053e-05 }, { "score": 5.479163646697998, "text": "entered into as of December 14, 2016", "probability": 4.631104295175717e-05 }, { "score": 5.338359832763672, "text": "STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016", "probability": 4.022853732151074e-05 }, { "score": 5.044317245483398, "text": "the \"Agreement\") is made and entered into as of December 14, 2016", "probability": 2.9980106352491556e-05 }, { "score": 4.937885284423828, "text": "\"Agreement\") is made and entered into as of December 14, 2016", "probability": 2.6953201356985682e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Effective Date": [ { "score": 15.439820289611816, "text": "December 14, 2016", "probability": 0.962272406243038 }, { "text": "", "score": 11.577018737792969, "probability": 0.020216437787267772 }, { "score": 11.009159088134766, "text": "December 14, 2016 (", "probability": 0.011457406487431529 }, { "score": 9.444019317626953, "text": "December 14, 2016 (the \"Effective Date\"),", "probability": 0.002395271546857431 }, { "score": 8.5648193359375, "text": "December 31, 2018", "probability": 0.0009943128568556244 }, { "score": 7.880237579345703, "text": "THIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016", "probability": 0.0005014330735080868 }, { "score": 7.775846004486084, "text": "December 14, 2016 (the", "probability": 0.00045172725113781683 }, { "score": 7.648433685302734, "text": "December 14", "probability": 0.0003976873929562469 }, { "score": 7.357861518859863, "text": "December 14, 2016 (the \"", "probability": 0.0002974047737123459 }, { "score": 7.198167324066162, "text": "as of December 14, 2016", "probability": 0.00025350914329126315 }, { "score": 6.8800811767578125, "text": "14, 2016", "probability": 0.00018443807001961872 }, { "score": 6.584446907043457, "text": "December 14, 2016 (the \"Effective Date", "probability": 0.00013723289877924408 }, { "score": 6.503228664398193, "text": ", 2016", "probability": 0.00012652769676016834 }, { "score": 6.041182518005371, "text": "December", "probability": 7.971159709275622e-05 }, { "score": 5.683441162109375, "text": "December 14,", "probability": 5.57386459012348e-05 }, { "score": 5.609044075012207, "text": "January 31, 2014", "probability": 5.17423524011443e-05 }, { "score": 5.501197814941406, "text": "is made and entered into as of December 14, 2016", "probability": 4.645250447529808e-05 }, { "score": 5.102189064025879, "text": "entered into as of December 14, 2016", "probability": 3.116892579967416e-05 }, { "score": 4.873878002166748, "text": "January 31, 2014 between Hyatt and Cameron Del Caribe S. De R.L. De C.V. for the operation of the Hyatt Ziva\u00ae resort at Blvd. Kukulkan Km 9.5, Zona Hotelera, Punta Canc\u00fan, 77500, Canc\u00fan, Quintana Roo, Mexico\n\n\n\n\n\n \u2022 Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and The Royal Cancun S. De R.L. De C.V. for the operation of the Hyatt Zilara\u00ae resort at Blvd. Kukulkan Km 11.5, Zona Hotelera, 77500 Canc\u00fan, Quintana Roo, Mexico; and\n\nWHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.\n\nNOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n\n1. First Offer for Development Opportunities. During the period beginning on the Effective Date and ending on December 31, 2018", "probability": 2.4806620388412696e-05 }, { "score": 4.864868640899658, "text": "the \"Agreement\") is made and entered into as of December 14, 2016", "probability": 2.458413232610158e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Expiration Date": [ { "text": "", "score": 11.529104232788086, "probability": 0.9998649452360738 }, { "score": 2.1816630363464355, "text": "December 31, 2018", "probability": 8.717645627718714e-05 }, { "score": 0.6245522499084473, "text": "During the period beginning on the Effective Date and ending on December 31, 2018", "probability": 1.8371921822464327e-05 }, { "score": 0.051384568214416504, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 1.0356929675164989e-05 }, { "score": -0.740680456161499, "text": "December 31, 2018", "probability": 4.690742123039816e-06 }, { "score": -1.1499496698379517, "text": "have agreed to terminate the Master Development Agreement and to enter into this Agreement.\n\nNOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n\n1. First Offer for Development Opportunities. During the period beginning on the Effective Date and ending on December 31, 2018", "probability": 3.1152879614614253e-06 }, { "score": -1.5867565870285034, "text": "Effective Date and ending on December 31, 2018", "probability": 2.0127756185760462e-06 }, { "score": -1.650119423866272, "text": "Master Development Agreement and to enter into this Agreement.\n\nNOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n\n1. First Offer for Development Opportunities. During the period beginning on the Effective Date and ending on December 31, 2018", "probability": 1.8891969364482746e-06 }, { "score": -1.9128007888793945, "text": "During the period beginning on the Effective Date and ending on December 31, 2018", "probability": 1.4527676661852784e-06 }, { "score": -2.495965003967285, "text": "2018", "probability": 8.108325313501135e-07 }, { "score": -2.714848041534424, "text": "31, 2018", "probability": 6.514355712525793e-07 }, { "score": -2.732710838317871, "text": "Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and The Royal Cancun S. De R.L. De C.V. for the operation of the Hyatt Zilara\u00ae resort at Blvd. Kukulkan Km 11.5, Zona Hotelera, 77500 Canc\u00fan, Quintana Roo, Mexico; and\n\nWHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.\n\nNOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n\n1. First Offer for Development Opportunities. During the period beginning on the Effective Date and ending on December 31, 2018", "probability": 6.399024238244639e-07 }, { "score": -2.739159107208252, "text": "the Effective Date and ending on December 31, 2018", "probability": 6.357894360092766e-07 }, { "score": -2.7617087364196777, "text": "WHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.\n\nNOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n\n1. First Offer for Development Opportunities. During the period beginning on the Effective Date and ending on December 31, 2018", "probability": 6.216130567211594e-07 }, { "score": -3.054553270339966, "text": "Effective Date and ending on December 31, 2018", "probability": 4.6380920425440777e-07 }, { "score": -3.0727343559265137, "text": "on December 31, 2018", "probability": 4.55452843454436e-07 }, { "score": -3.1017980575561523, "text": "and ending on December 31, 2018", "probability": 4.4240620802571815e-07 }, { "score": -3.126278877258301, "text": ", 2018", "probability": 4.3170723554860584e-07 }, { "score": -3.14959716796875, "text": "on the Effective Date and ending on December 31, 2018", "probability": 4.217570225666231e-07 }, { "score": -3.168208122253418, "text": "December 31, 2018 (the \"Development Term", "probability": 4.1398031236484406e-07 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Renewal Term": [ { "text": "", "score": 11.277023315429688, "probability": 0.999997866967366 }, { "score": -2.8140368461608887, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 7.591531550284367e-07 }, { "score": -4.174125671386719, "text": "During the period beginning on the Effective Date and ending on December 31, 2018", "probability": 1.9482753222818408e-07 }, { "score": -4.434584617614746, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 1.5015314964515913e-07 }, { "score": -4.542470932006836, "text": "Playa", "probability": 1.3479693441282383e-07 }, { "score": -4.6227946281433105, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 1.243929815541502e-07 }, { "score": -4.762147903442383, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement", "probability": 1.0821202370346324e-07 }, { "score": -4.9020891189575195, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").", "probability": 9.408054428955835e-08 }, { "score": -4.91012716293335, "text": "(b) The arbitration panel shall consist of:", "probability": 9.332735188942465e-08 }, { "score": -5.110902786254883, "text": "Hyatt All-Inclusive Resorts:", "probability": 7.635073071592757e-08 }, { "score": -5.175382614135742, "text": "covering the following Hyatt All-Inclusive Resorts:", "probability": 7.158301136294854e-08 }, { "score": -5.273186206817627, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 6.491340699583707e-08 }, { "score": -5.65447998046875, "text": "Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 4.433437821401406e-08 }, { "score": -5.855630874633789, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 3.6256167829500544e-08 }, { "score": -5.872233867645264, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\")", "probability": 3.565917656310679e-08 }, { "score": -5.976353645324707, "text": "If", "probability": 3.213310294486605e-08 }, { "score": -6.055346488952637, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice. 2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement", "probability": 2.96924825070524e-08 }, { "score": -6.114522933959961, "text": "Playa Hotels & Resorts, B.V.,", "probability": 2.7986365762292006e-08 }, { "score": -6.1187639236450195, "text": "WHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.\n\nNOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n\n1. First Offer for Development Opportunities. During the period beginning on the Effective Date and ending on December 31, 2018", "probability": 2.7867927199652632e-08 }, { "score": -6.138906478881836, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").\n\nIf the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\").", "probability": 2.7312211492598933e-08 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.724747657775879, "probability": 0.9998141899364867 }, { "score": 2.0023443698883057, "text": "Any required notice shall be effective two business days after it is sent by a recognized international courier service to the address of the other Party stated in this Agreement, or such other address as shall be notified to the other Party in writing, and any receipt issued by the courier service shall be conclusive evidence of the fact and date of sending of any such notice.", "probability": 5.991467356083485e-05 }, { "score": 1.6162810325622559, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.\n\n3. Notices. Any notice required under this Agreement to be given by either Party to the other Party shall be in writing in the English language. Any required notice shall be effective two business days after it is sent by a recognized international courier service to the address of the other Party stated in this Agreement, or such other address as shall be notified to the other Party in writing, and any receipt issued by the courier service shall be conclusive evidence of the fact and date of sending of any such notice.", "probability": 4.0725649606976216e-05 }, { "score": 1.0698812007904053, "text": "Any notice required under this Agreement to be given by either Party to the other Party shall be in writing in the English language. Any required notice shall be effective two business days after it is sent by a recognized international courier service to the address of the other Party stated in this Agreement, or such other address as shall be notified to the other Party in writing, and any receipt issued by the courier service shall be conclusive evidence of the fact and date of sending of any such notice.", "probability": 2.3581400187572428e-05 }, { "score": 1.0586785078048706, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 2.3318699227618398e-05 }, { "score": 1.0178505182266235, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 2.2385817053839947e-05 }, { "score": -0.6321828365325928, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.\n\n3. Notices. Any notice required under this Agreement to be given by either Party to the other Party shall be in writing in the English language.", "probability": 4.299050723397683e-06 }, { "score": -1.178582787513733, "text": "Any notice required under this Agreement to be given by either Party to the other Party shall be in writing in the English language.", "probability": 2.489281924985981e-06 }, { "score": -1.306283950805664, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 2.1908577242370037e-06 }, { "score": -1.716352939605713, "text": "WHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 1.4538629729811565e-06 }, { "score": -2.157818078994751, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 9.349698407138517e-07 }, { "score": -2.204554796218872, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 8.922778326141253e-07 }, { "score": -2.5734879970550537, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort", "probability": 6.169847793417799e-07 }, { "score": -2.601088047027588, "text": "Any", "probability": 6.001888194635001e-07 }, { "score": -2.624516725540161, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 5.862906323680061e-07 }, { "score": -2.9871513843536377, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.\n\n3. Notices. Any notice required under this Agreement to be given by either Party to the other Party shall be in writing in the English language. Any", "probability": 4.0796482909444095e-07 }, { "score": -3.03098464012146, "text": "Similarly", "probability": 3.90468660680832e-07 }, { "score": -3.153347969055176, "text": "If", "probability": 3.454971460364322e-07 }, { "score": -3.1726717948913574, "text": "Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and The Royal Cancun S. De R.L. De C.V. for the operation of the Hyatt Zilara\u00ae resort at Blvd. Kukulkan Km 11.5, Zona Hotelera, 77500 Canc\u00fan, Quintana Roo, Mexico; and\n\nWHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 3.388849119445649e-07 }, { "score": -3.1775283813476562, "text": "simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 3.372430781519334e-07 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Governing Law": [ { "score": 13.868122100830078, "text": "Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.), without regard to its conflict of laws rules, except that any Illinois law or any other law regulating the offer or sale of franchises, business opportunities, or similar interests, or governing the relationship between a franchisor and a franchisee or any similar relationship, will not apply unless its jurisdictional requirements are met independently without reference to this Section 4.", "probability": 0.791340292013184 }, { "text": "", "score": 12.137072563171387, "probability": 0.1401451319472922 }, { "score": 11.248144149780273, "text": "All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.). Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.), without regard to its conflict of laws rules, except that any Illinois law or any other law regulating the offer or sale of franchises, business opportunities, or similar interests, or governing the relationship between a franchisor and a franchisee or any similar relationship, will not apply unless its jurisdictional requirements are met independently without reference to this Section 4.", "probability": 0.05761310902382574 }, { "score": 8.675676345825195, "text": "Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.), without regard to its conflict of laws rules, except that any Illinois law or any other law regulating the offer or sale of franchises, business opportunities, or similar interests, or governing the relationship between a franchisor and a franchisee or any similar relationship, will not apply unless its jurisdictional requirements are met independently without reference to this Section 4", "probability": 0.0043985824786361 }, { "score": 8.306449890136719, "text": "All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).", "probability": 0.003040603055861841 }, { "score": 7.076923847198486, "text": "Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.),", "probability": 0.0008891670320427094 }, { "score": 7.067337989807129, "text": "Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A", "probability": 0.0008806843256386713 }, { "score": 6.702917575836182, "text": "Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.),", "probability": 0.0006117225524590964 }, { "score": 6.055698871612549, "text": "All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.). Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.), without regard to its conflict of laws rules, except that any Illinois law or any other law regulating the offer or sale of franchises, business opportunities, or similar interests, or governing the relationship between a franchisor and a franchisee or any similar relationship, will not apply unless its jurisdictional requirements are met independently without reference to this Section 4", "probability": 0.00032023661032784745 }, { "score": 5.8718647956848145, "text": "Except", "probability": 0.00026646051037307317 }, { "score": 4.704279899597168, "text": "Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois", "probability": 8.290050533380862e-05 }, { "score": 4.447360515594482, "text": "All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.). Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A", "probability": 6.411778444105578e-05 }, { "score": 4.390201091766357, "text": "All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).", "probability": 6.055562414494629e-05 }, { "score": 4.082940101623535, "text": "All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.). Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.),", "probability": 4.4536156275815193e-05 }, { "score": 4.064876556396484, "text": "without regard to its conflict of laws rules, except that any Illinois law or any other law regulating the offer or sale of franchises, business opportunities, or similar interests, or governing the relationship between a franchisor and a franchisee or any similar relationship, will not apply unless its jurisdictional requirements are met independently without reference to this Section 4.", "probability": 4.37388977386269e-05 }, { "score": 4.047380447387695, "text": "Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.), without regard to its conflict of laws rules,", "probability": 4.298029288400423e-05 }, { "score": 4.036404132843018, "text": "Playa", "probability": 4.2511107344709646e-05 }, { "score": 3.9474291801452637, "text": "All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.). Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.),", "probability": 3.8892072511351456e-05 }, { "score": 3.921508550643921, "text": ".", "probability": 3.7896918733389046e-05 }, { "score": 3.866849184036255, "text": "Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A", "probability": 3.588109095065902e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Most Favored Nation": [ { "text": "", "score": 12.005619049072266, "probability": 0.9415973132603189 }, { "score": 8.37695026397705, "text": "The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award.", "probability": 0.02500082732873138 }, { "score": 7.379004955291748, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 0.00921620740685679 }, { "score": 7.191445827484131, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party. Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 0.0076400525465615534 }, { "score": 6.6059489250183105, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 0.004254203608685118 }, { "score": 5.999842643737793, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").", "probability": 0.0023205432023840947 }, { "score": 5.948477745056152, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 0.002204358195101208 }, { "score": 5.6994476318359375, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party", "probability": 0.001718421755075468 }, { "score": 5.02379035949707, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 0.0008743705814028325 }, { "score": 4.962998390197754, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").\n\nIf the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\").", "probability": 0.0008227993128750108 }, { "score": 4.930735111236572, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and", "probability": 0.0007966767744025548 }, { "score": 4.702812194824219, "text": "if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 0.0006343025997849492 }, { "score": 4.653530597686768, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 0.0006038009134830723 }, { "score": 4.221103191375732, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").\n\nIf the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 0.00039182571010923514 }, { "score": 4.207054138183594, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 0.0003863594178901688 }, { "score": 4.157694339752197, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\").", "probability": 0.00036775180666664194 }, { "score": 4.00604772567749, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and", "probability": 0.0003160061445424539 }, { "score": 3.9542651176452637, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party. Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort", "probability": 0.00030005897843587834 }, { "score": 3.8788976669311523, "text": "The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award", "probability": 0.0002782754914415525 }, { "score": 3.8701250553131104, "text": "Playa", "probability": 0.0002758449652509591 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Compete": [ { "text": "", "score": 11.727087020874023, "probability": 0.9714397786977603 }, { "score": 8.121923446655273, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 0.0264066455728364 }, { "score": 4.934503078460693, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.0010900192280777436 }, { "score": 3.837649345397949, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 0.0003639792579805331 }, { "score": 3.294792890548706, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate", "probability": 0.00021150326328142692 }, { "score": 3.078188180923462, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.00017031262485803014 }, { "score": 2.738316297531128, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party. Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 0.00012123900370066047 }, { "score": 1.8276770114898682, "text": "If", "probability": 4.877044765276979e-05 }, { "score": 1.1797901391983032, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 2.5514264202088585e-05 }, { "score": 0.8849703073501587, "text": "if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 1.8999598443592904e-05 }, { "score": 0.6450216770172119, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 1.4946381255715424e-05 }, { "score": 0.41562438011169434, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 1.1882561642421341e-05 }, { "score": 0.3338146209716797, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity", "probability": 1.0949153616922759e-05 }, { "score": 0.2948882579803467, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party", "probability": 1.0531131708113482e-05 }, { "score": 0.23542356491088867, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity,", "probability": 9.923156854338715e-06 }, { "score": 0.1718137264251709, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates", "probability": 9.311603061006104e-06 }, { "score": 0.15640783309936523, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort", "probability": 9.169248859910362e-06 }, { "score": 0.15445733070373535, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 9.151381648726678e-06 }, { "score": 0.10317397117614746, "text": "2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 8.693898938529778e-06 }, { "score": 0.10151910781860352, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).\n\n2. Introduction to Other Opportunities. If", "probability": 8.679523621615478e-06 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Exclusivity": [ { "text": "", "score": 12.113546371459961, "probability": 0.9888150377710965 }, { "score": 7.421597957611084, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 0.009066251388453314 }, { "score": 5.151031970977783, "text": "WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and", "probability": 0.0009361242123635253 }, { "score": 4.497707843780518, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate", "probability": 0.0004870778886849628 }, { "score": 3.3562281131744385, "text": "WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\");", "probability": 0.0001555464367080389 }, { "score": 3.3139426708221436, "text": "WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and\n\nWHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 0.00014910621033268354 }, { "score": 2.7498579025268555, "text": ", Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and", "probability": 8.482362534298739e-05 }, { "score": 2.4373557567596436, "text": "certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and", "probability": 6.205815684234297e-05 }, { "score": 2.436664342880249, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 6.201526380150318e-05 }, { "score": 2.039926290512085, "text": "If", "probability": 4.1705895292108564e-05 }, { "score": 1.2109239101409912, "text": "Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and", "probability": 1.8203977467073494e-05 }, { "score": 1.1891857385635376, "text": "Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and", "probability": 1.7812526411441003e-05 }, { "score": 1.168610692024231, "text": "Playa", "probability": 1.7449777436922817e-05 }, { "score": 1.1380085945129395, "text": "under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and", "probability": 1.692386568941664e-05 }, { "score": 0.955053985118866, "text": ", Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\");", "probability": 1.4094296152241113e-05 }, { "score": 0.912768542766571, "text": ", Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and\n\nWHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 1.3510737571647532e-05 }, { "score": 0.7912960052490234, "text": "Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and", "probability": 1.1965316910389137e-05 }, { "score": 0.6425517797470093, "text": "certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\");", "probability": 1.0311584603078559e-05 }, { "score": 0.6214650869369507, "text": "WHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 1.0096423872798236e-05 }, { "score": 0.6002663373947144, "text": "certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and\n\nWHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 9.884644966672072e-06 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__No-Solicit Of Customers": [ { "text": "", "score": 12.050130844116211, "probability": 0.9464006167736145 }, { "score": 8.948358535766602, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.", "probability": 0.04255909820511695 }, { "score": 6.322200775146484, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not,", "probability": 0.003079403456891912 }, { "score": 5.945284843444824, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not", "probability": 0.002112389906653589 }, { "score": 5.881624698638916, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall,", "probability": 0.001982105807898188 }, { "score": 5.039148807525635, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall", "probability": 0.0008535799464169823 }, { "score": 4.549180030822754, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will", "probability": 0.0005229419324379916 }, { "score": 4.42178201675415, "text": "Neither Party, nor any person acting for or on behalf of such Party,", "probability": 0.0004603892908252148 }, { "score": 4.398882865905762, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party. Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 0.00044996655831199917 }, { "score": 4.370716094970703, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 0.0004374692835068078 }, { "score": 3.76513934135437, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.\n\nIN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment on the day and year first above written. HYATT FRANCHISING LATIN AMERICA, L.L.C. PLAYA HOTELS & RESORTS B.V.", "probability": 0.0002387530467627264 }, { "score": 3.674339771270752, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 0.00021802945547199525 }, { "score": 3.311276435852051, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party", "probability": 0.0001516487262897735 }, { "score": 3.0196144580841064, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 0.00011328478361787942 }, { "score": 2.822802782058716, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 9.30459243322692e-05 }, { "score": 2.814053773880005, "text": "Neither", "probability": 9.223541552342541e-05 }, { "score": 2.7933719158172607, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction", "probability": 9.034740681277236e-05 }, { "score": 2.3154520988464355, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.\n\nIN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment on the day and year first above written. HYATT FRANCHISING LATIN AMERICA, L.L.C.", "probability": 5.60218894883939e-05 }, { "score": 2.1078743934631348, "text": "Neither Party,", "probability": 4.5520591894943605e-05 }, { "score": 2.054429054260254, "text": "Playa", "probability": 4.315159813151439e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Competitive Restriction Exception": [ { "text": "", "score": 11.817049026489258, "probability": 0.8607909066997081 }, { "score": 9.390806198120117, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 0.07606656385841418 }, { "score": 8.607081413269043, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 0.0347397308195539 }, { "score": 7.914638519287109, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.01738210308175514 }, { "score": 6.498149394989014, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.0042162748197856455 }, { "score": 5.957945346832275, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).\n\n2. Introduction to Other Opportunities. If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 0.0024565254821189396 }, { "score": 5.329607009887695, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 0.001310501133832793 }, { "score": 5.23660945892334, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate", "probability": 0.0011941230397254708 }, { "score": 4.393918514251709, "text": "WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and", "probability": 0.000514130123675748 }, { "score": 3.5065178871154785, "text": "WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and\n\nWHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 0.00021168001372008516 }, { "score": 3.425879955291748, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 0.00019528066537348806 }, { "score": 3.3402016162872314, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates", "probability": 0.0001792460592094632 }, { "score": 2.9365901947021484, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).\n\n2. Introduction to Other Opportunities. If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party", "probability": 0.00011971908890841115 }, { "score": 2.902864456176758, "text": "If", "probability": 0.00011574880098399933 }, { "score": 2.85939359664917, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 0.00011082489960195296 }, { "score": 2.7575643062591553, "text": "WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\");", "probability": 0.00010009524516316968 }, { "score": 2.5661349296569824, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 8.265644558398697e-05 }, { "score": 2.507399559020996, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 7.79414136243805e-05 }, { "score": 2.469862222671509, "text": "The", "probability": 7.506993162274533e-05 }, { "score": 2.2603201866149902, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 6.087837763828625e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__No-Solicit Of Employees": [ { "text": "", "score": 12.152144432067871, "probability": 0.9445339584216904 }, { "score": 9.214263916015625, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.", "probability": 0.050039421466147455 }, { "score": 5.7964887619018555, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not", "probability": 0.0016405572488239076 }, { "score": 5.581793785095215, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not,", "probability": 0.001323581067517504 }, { "score": 4.857253074645996, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall,", "probability": 0.0006413373218996657 }, { "score": 4.85606050491333, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will", "probability": 0.0006405729383021042 }, { "score": 4.685299873352051, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall", "probability": 0.0005400179395646561 }, { "score": 3.6539814472198486, "text": "Neither Party, nor any person acting for or on behalf of such Party,", "probability": 0.00019253615115241493 }, { "score": 3.0415964126586914, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 0.00010436547272560493 }, { "score": 2.9532079696655273, "text": "Neither", "probability": 9.553669903291284e-05 }, { "score": 2.402226448059082, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction", "probability": 5.506580558000694e-05 }, { "score": 1.9733636379241943, "text": "bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.", "probability": 3.586156556765588e-05 }, { "score": 1.8625640869140625, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.\n\nIN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment on the day and year first above written. HYATT FRANCHISING LATIN AMERICA, L.L.C. PLAYA HOTELS & RESORTS B.V.", "probability": 3.21003384593235e-05 }, { "score": 1.5917787551879883, "text": "Neither Party,", "probability": 2.4485503345869684e-05 }, { "score": 1.3915424346923828, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and", "probability": 2.0042297628449744e-05 }, { "score": 1.2523193359375, "text": "Neither Party, nor any person acting for or on behalf of such Party", "probability": 1.7437478437261108e-05 }, { "score": 1.206110954284668, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party", "probability": 1.665005369514936e-05 }, { "score": 1.1678056716918945, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.\n\nIN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment on the day and year first above written. HYATT FRANCHISING LATIN AMERICA, L.L.C.", "probability": 1.6024329463218227e-05 }, { "score": 1.1257076263427734, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to", "probability": 1.536373885922962e-05 }, { "score": 1.1073428392410278, "text": "offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.", "probability": 1.5084162107342928e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Disparagement": [ { "text": "", "score": 11.485498428344727, "probability": 0.999900361108929 }, { "score": 1.8516727685928345, "text": "Playa", "probability": 6.546955689425614e-05 }, { "score": -0.05805826187133789, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 9.697365240217874e-06 }, { "score": -0.3054128885269165, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 7.572320786171418e-06 }, { "score": -0.7996564507484436, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 4.619359388657948e-06 }, { "score": -1.272679328918457, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.", "probability": 2.8783958914657405e-06 }, { "score": -1.4408693313598633, "text": "Playa Hotels & Resorts, B.V.,", "probability": 2.432800722598419e-06 }, { "score": -1.8663029670715332, "text": "(\"Hyatt\"), and Playa", "probability": 1.5898020612339257e-06 }, { "score": -2.6092276573181152, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 7.563015009289295e-07 }, { "score": -2.6322686672210693, "text": "Hyatt\"), and Playa", "probability": 7.390747732730343e-07 }, { "score": -2.7842769622802734, "text": "(Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 6.348513026819564e-07 }, { "score": -3.108412027359009, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S.", "probability": 4.590943467380743e-07 }, { "score": -3.1124496459960938, "text": "Play", "probability": 4.57244435977745e-07 }, { "score": -3.1243951320648193, "text": "Neither Party, nor any person acting for or on behalf of such Party, shall make, and each Party acknowledges that the other Party will not make, any expenditure for any unlawful purposes (i.e. unlawful under the laws or regulations of the United States, the European Union or the Market Area) in the performance of its obligations under this Agreement or in connection with its activities in relation thereto. Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.", "probability": 4.5181492258942406e-07 }, { "score": -3.2497262954711914, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa", "probability": 3.9859324836966387e-07 }, { "score": -3.3320446014404297, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico,", "probability": 3.670959152287482e-07 }, { "score": -3.4186835289001465, "text": "Hyatt", "probability": 3.366299432782869e-07 }, { "score": -3.4585118293762207, "text": "15. Corrupt Practices. Neither Party, nor any person acting for or on behalf of such Party, shall make, and each Party acknowledges that the other Party will not make, any expenditure for any unlawful purposes (i.e. unlawful under the laws or regulations of the United States, the European Union or the Market Area) in the performance of its obligations under this Agreement or in connection with its activities in relation thereto.", "probability": 3.2348603203389175e-07 }, { "score": -3.8100714683532715, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\").", "probability": 2.2760150083141315e-07 }, { "score": -3.8105080127716064, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars. In the event that monetary damages are awarded, the award(s) shall include interest from the date of default to the date of payment of the award in full.", "probability": 2.2750216435059118e-07 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Termination For Convenience": [ { "text": "", "score": 11.543878555297852, "probability": 0.9751370050337822 }, { "score": 7.726183891296387, "text": "WHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 0.021431961055213365 }, { "score": 5.079689979553223, "text": "WHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement", "probability": 0.0015195122623995068 }, { "score": 4.070305347442627, "text": "Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 0.0005537758767202586 }, { "score": 3.4126007556915283, "text": "WHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 0.0002868775467930268 }, { "score": 3.2876555919647217, "text": "Master Development Agreement and to enter into this Agreement.", "probability": 0.00025318242966613944 }, { "score": 2.842813491821289, "text": "WHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement", "probability": 0.00016227106775043587 }, { "score": 2.65071439743042, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 0.00013391015636903688 }, { "score": 2.34101939201355, "text": "Any required notice shall be effective two business days after it is sent by a recognized international courier service to the address of the other Party stated in this Agreement, or such other address as shall be notified to the other Party in writing, and any receipt issued by the courier service shall be conclusive evidence of the fact and date of sending of any such notice.", "probability": 9.824595651190105e-05 }, { "score": 2.142414093017578, "text": "Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 8.054924977596666e-05 }, { "score": 2.1094534397125244, "text": ", Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 7.793757162974249e-05 }, { "score": 1.7536259889602661, "text": "AS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 5.4602555831391056e-05 }, { "score": 1.4238113164901733, "text": "Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement", "probability": 3.926234901317339e-05 }, { "score": 1.3136662244796753, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 3.516744959177627e-05 }, { "score": 1.1191928386688232, "text": "this Agreement.", "probability": 2.8952239005570326e-05 }, { "score": 1.0678656101226807, "text": "Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and The Royal Cancun S. De R.L. De C.V. for the operation of the Hyatt Zilara\u00ae resort at Blvd. Kukulkan Km 11.5, Zona Hotelera, 77500 Canc\u00fan, Quintana Roo, Mexico; and\n\nWHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 2.7503693724751283e-05 }, { "score": 0.9815369844436646, "text": "Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 2.5228938459598714e-05 }, { "score": 0.6608059406280518, "text": "have agreed to terminate the Master Development Agreement and to enter into this Agreement.", "probability": 1.8306581562652403e-05 }, { "score": 0.6411614418029785, "text": "Master Development Agreement and to enter into this Agreement", "probability": 1.7950467238522208e-05 }, { "score": 0.6326043605804443, "text": ".", "probability": 1.779751896108084e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Rofr/Rofo/Rofn": [ { "score": 12.54623031616211, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").", "probability": 0.14296008605462573 }, { "score": 12.291990280151367, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").\n\nIf the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\").", "probability": 0.11086635166148881 }, { "text": "", "score": 12.236222267150879, "probability": 0.10485279601359851 }, { "score": 12.159725189208984, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").\n\nIf the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 0.09713097698047227 }, { "score": 11.875272750854492, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 0.07308388620412984 }, { "score": 11.79369831085205, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\").", "probability": 0.06735879410215556 }, { "score": 11.76561164855957, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 0.0654932317471456 }, { "score": 11.691546440124512, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").\n\nIf the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 0.060817744502513274 }, { "score": 11.661433219909668, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 0.059013626599219354 }, { "score": 11.51112174987793, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 0.05077768094250523 }, { "score": 11.40709400177002, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 0.045760860814847246 }, { "score": 11.193254470825195, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 0.036950886074167785 }, { "score": 10.818819999694824, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 0.02541031404414614 }, { "score": 10.338922500610352, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 0.015725092064824836 }, { "score": 9.846931457519531, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 0.009614444606687832 }, { "score": 9.742015838623047, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 0.008656850694244607 }, { "score": 9.677909851074219, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\").", "probability": 0.008119308640166386 }, { "score": 9.61283016204834, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and", "probability": 0.0076077336747767685 }, { "score": 9.190237045288086, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort", "probability": 0.004985691958603335 }, { "score": 9.155118942260742, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").\n\nIf the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and", "probability": 0.004813642619680793 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Change Of Control": [ { "text": "", "score": 12.22142219543457, "probability": 0.9989000555828129 }, { "score": 5.0863494873046875, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 0.000795791566189356 }, { "score": 3.7659759521484375, "text": "If two or more arbitral tribunals under these agreements issue consolidation orders, the order issued first shall prevail.", "probability": 0.0002125046275595379 }, { "score": 2.222738265991211, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 4.5409715444168974e-05 }, { "score": 0.6197545528411865, "text": "WHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 9.14074932887265e-06 }, { "score": 0.4145066738128662, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate", "probability": 7.444641311567822e-06 }, { "score": -0.043705105781555176, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 4.708091889522621e-06 }, { "score": -0.05284619331359863, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and", "probability": 4.6652509143174684e-06 }, { "score": -0.450991153717041, "text": "If", "probability": 3.1330176922344042e-06 }, { "score": -0.682379961013794, "text": "If the Receiving Party and exercises its right of first offer hereunder,", "probability": 2.4858330921509334e-06 }, { "score": -0.7876686453819275, "text": "An arbitral tribunal constituted under this Agreement may, unless consolidation would prejudice the rights of any Party, consolidate an arbitration hereunder with an arbitration under any Franchise Agreement between Hyatt (or its affiliate) and Playa (or its affiliate), if the arbitration proceedings raise common questions of law or fact. If two or more arbitral tribunals under these agreements issue consolidation orders, the order issued first shall prevail.", "probability": 2.2374104932450587e-06 }, { "score": -0.8309990763664246, "text": "WHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 2.1425329194943067e-06 }, { "score": -0.9095678329467773, "text": "If", "probability": 1.9806399108346594e-06 }, { "score": -1.1407856941223145, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 1.5717696003576404e-06 }, { "score": -1.2375240325927734, "text": "If two or more arbitral tribunals under these agreements issue consolidation orders, the order issued first shall prevail.\n\n(g) The Parties agree that the award(s) shall be binding upon Hyatt and Playa and each Party's parent company or companies (and all other Affiliates), principals, successors, and assigns, and that judgment on the award(s) may be entered in any court of competent jurisdiction, and the Parties waive any personal jurisdiction objections for the purpose of any enforcement proceedings under the 1958 United Nations Convention on the Recognition of Enforcement of Foreign Arbitral Awards.", "probability": 1.4268422419443412e-06 }, { "score": -1.312857747077942, "text": "if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 1.3233019172710543e-06 }, { "score": -1.5282056331634521, "text": "Playa", "probability": 1.0669266006568461e-06 }, { "score": -1.5847153663635254, "text": "If", "probability": 1.0083067575979549e-06 }, { "score": -1.6270257234573364, "text": "2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 9.66534861903025e-07 }, { "score": -1.6584243774414062, "text": "(f) An arbitral tribunal constituted under this Agreement may, unless consolidation would prejudice the rights of any Party, consolidate an arbitration hereunder with an arbitration under any Franchise Agreement between Hyatt (or its affiliate) and Playa (or its affiliate), if the arbitration proceedings raise common questions of law or fact. If two or more arbitral tribunals under these agreements issue consolidation orders, the order issued first shall prevail.", "probability": 9.366584620746599e-07 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Anti-Assignment": [ { "score": 12.266239166259766, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 0.5424512002749416 }, { "text": "", "score": 12.07282829284668, "probability": 0.4470575146892922 }, { "score": 8.213183403015137, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be", "probability": 0.009421952743472994 }, { "score": 4.947269439697266, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties", "probability": 0.00035956094157120927 }, { "score": 4.647085189819336, "text": "This", "probability": 0.0002663202229720541 }, { "score": 3.520233154296875, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties,", "probability": 8.630153588511708e-05 }, { "score": 3.2737576961517334, "text": "assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 6.744901214658446e-05 }, { "score": 2.699901580810547, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that", "probability": 3.799732724106401e-05 }, { "score": 2.6940531730651855, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party", "probability": 3.777575194103553e-05 }, { "score": 2.4304275512695312, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may", "probability": 2.902164096761448e-05 }, { "score": 2.232097625732422, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except", "probability": 2.38006256087315e-05 }, { "score": 2.079589366912842, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 2.043407003610816e-05 }, { "score": 2.0604772567749023, "text": ".", "probability": 2.0047240181203e-05 }, { "score": 2.0356955528259277, "text": "except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 1.9556540707216425e-05 }, { "score": 2.0311479568481445, "text": "This Agreement shall inure to the benefit of and bind the permitted", "probability": 1.9467807375948824e-05 }, { "score": 1.9941935539245605, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee", "probability": 1.876151682658741e-05 }, { "score": 1.9769914150238037, "text": "no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 1.844153865309213e-05 }, { "score": 1.8636890649795532, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 1.6466093144868935e-05 }, { "score": 1.738105297088623, "text": "assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 1.4522795781096019e-05 }, { "score": 1.6582098007202148, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee", "probability": 1.3407631253711779e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Revenue/Profit Sharing": [ { "text": "", "score": 12.045173645019531, "probability": 0.9999863629197413 }, { "score": 0.217002272605896, "text": "Playa", "probability": 7.295994860738546e-06 }, { "score": -0.9489900469779968, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 2.2735289520941336e-06 }, { "score": -2.0203914642333984, "text": "(\"Hyatt\"), and Playa", "probability": 7.787476796544215e-07 }, { "score": -2.031768560409546, "text": "Hyatt\"), and Playa", "probability": 7.699380017082976e-07 }, { "score": -2.7638492584228516, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 3.702688251670214e-07 }, { "score": -2.7934818267822266, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 3.5945777949573605e-07 }, { "score": -2.8520450592041016, "text": "Playa Hotels & Resorts, B.V.,", "probability": 3.390113187782749e-07 }, { "score": -2.9561808109283447, "text": "Hyatt", "probability": 3.054841037863488e-07 }, { "score": -3.2064414024353027, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 2.378492696684353e-07 }, { "score": -3.8925681114196777, "text": "Any award(s) shall be payable in U.S. Dollars.", "probability": 1.1976247944360288e-07 }, { "score": -3.9063148498535156, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt", "probability": 1.1812740021644392e-07 }, { "score": -3.9226956367492676, "text": "(Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 1.1620814283605344e-07 }, { "score": -4.01803731918335, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V.,", "probability": 1.0564043821056155e-07 }, { "score": -4.038039207458496, "text": "Any award(s) shall be payable in U.S. Dollars.", "probability": 1.0354842185344063e-07 }, { "score": -4.2687835693359375, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 8.221148277378486e-08 }, { "score": -4.291827201843262, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt", "probability": 8.033869239513327e-08 }, { "score": -4.4103193283081055, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 7.13615512529413e-08 }, { "score": -4.638391017913818, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\").", "probability": 5.6808589440595074e-08 }, { "score": -4.711713790893555, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa", "probability": 5.279226922821737e-08 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Price Restrictions": [ { "text": "", "score": 11.989034652709961, "probability": 0.8731101984035092 }, { "score": 10.037720680236816, "text": "The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award.", "probability": 0.12405782715930183 }, { "score": 5.82525634765625, "text": "The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award", "probability": 0.0018372749572817416 }, { "score": 3.803480625152588, "text": "The", "probability": 0.00024329216077302617 }, { "score": 3.4147629737854004, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.00016493399729655727 }, { "score": 3.2180655002593994, "text": "The arbitrator(s) shall fix an appropriate rate of interest, compounded annually,", "probability": 0.00013548323476080497 }, { "score": 2.599180221557617, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 7.296374144783481e-05 }, { "score": 2.1753830909729004, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 4.775890275484655e-05 }, { "score": 2.137542724609375, "text": "which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award.", "probability": 4.5985453964206234e-05 }, { "score": 2.034609794616699, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars. In the event that monetary damages are awarded, the award(s) shall include interest from the date of default to the date of payment of the award in full. The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award.", "probability": 4.148750088257973e-05 }, { "score": 1.8320776224136353, "text": "arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award.", "probability": 3.388119111748481e-05 }, { "score": 1.7482762336730957, "text": "The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award. 5\n\n\n\n\n\n(i) Any award(s) rendered by the arbitrator(s) shall be final and binding on the parties, and each party hereby waives to the fullest extent permitted by law any right it may otherwise have under the laws of any jurisdiction to any form of appeal or collateral attack or to seek determination of a preliminary point of law by any courts (including any court within the Market Area or elsewhere).", "probability": 3.115761374556816e-05 }, { "score": 1.6116015911102295, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000);", "probability": 2.7177352418884298e-05 }, { "score": 1.6040682792663574, "text": "(h) Any award(s) shall be payable in U.S. Dollars. In the event that monetary damages are awarded, the award(s) shall include interest from the date of default to the date of payment of the award in full. The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award.", "probability": 2.697338618325413e-05 }, { "score": 1.5104634761810303, "text": "(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 2.456311383079191e-05 }, { "score": 1.3840603828430176, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).", "probability": 2.1646478526329705e-05 }, { "score": 1.3598002195358276, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 2.1127650297388668e-05 }, { "score": 1.3356285095214844, "text": "compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award.", "probability": 2.0623081572424134e-05 }, { "score": 1.2134013175964355, "text": "The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event", "probability": 1.8250340206361525e-05 }, { "score": 1.1653590202331543, "text": "The arbitrator(s) shall fix an appropriate rate of interest,", "probability": 1.739428012859661e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Minimum Commitment": [ { "text": "", "score": 12.09480094909668, "probability": 0.9990572890158179 }, { "score": 4.454235553741455, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.00048010364467210537 }, { "score": 2.891500234603882, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.00010061151233580037 }, { "score": 2.776183605194092, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 8.965330441600025e-05 }, { "score": 2.266444206237793, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 5.385044458136882e-05 }, { "score": 2.154700994491577, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 4.81570453177817e-05 }, { "score": 2.1442270278930664, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 4.7655282345056356e-05 }, { "score": 1.5709019899368286, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000);", "probability": 2.6860812583527582e-05 }, { "score": 1.4074276685714722, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 2.2809887901149212e-05 }, { "score": 1.1708983182907104, "text": "The arbitration panel shall consist of:", "probability": 1.8005275018425396e-05 }, { "score": 0.49497199058532715, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).\n\n2. Introduction to Other Opportunities. If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 9.159013201942577e-06 }, { "score": 0.3535888195037842, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business", "probability": 7.951457719139496e-06 }, { "score": 0.30980420112609863, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or", "probability": 7.6108179858177e-06 }, { "score": 0.29729533195495605, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).", "probability": 7.516208223560417e-06 }, { "score": 0.25797727704048157, "text": "(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 7.226419825214322e-06 }, { "score": -0.3897740840911865, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business", "probability": 3.7810145351446328e-06 }, { "score": -0.46405690908432007, "text": "(b) The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 3.5103282238267195e-06 }, { "score": -0.4892961382865906, "text": "(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 3.42283897018128e-06 }, { "score": -0.6662554740905762, "text": "Each", "probability": 2.867701905316817e-06 }, { "score": -1.0478559732437134, "text": "(b) The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000);", "probability": 1.9579744206591277e-06 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Volume Restriction": [ { "text": "", "score": 12.030799865722656, "probability": 0.9280642451484816 }, { "score": 9.040701866149902, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.046665398590115495 }, { "score": 7.793068885803223, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.013401544749905736 }, { "score": 6.872315406799316, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 0.005336748119828024 }, { "score": 6.271015644073486, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 0.0029250651046222593 }, { "score": 4.872862815856934, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.0007226457929588359 }, { "score": 4.783562660217285, "text": "(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.0006609108990421018 }, { "score": 4.488394737243652, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business", "probability": 0.0004919864180780912 }, { "score": 4.106442451477051, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States,", "probability": 0.00033579431836878 }, { "score": 4.00748872756958, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business", "probability": 0.00030415733014534574 }, { "score": 3.854612350463867, "text": "The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award.", "probability": 0.0002610387134712066 }, { "score": 3.8458287715911865, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates", "probability": 0.00025875589965701436 }, { "score": 2.852761745452881, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States", "probability": 9.585322533933522e-05 }, { "score": 2.8525805473327637, "text": "Each", "probability": 9.583585848856445e-05 }, { "score": 2.7044761180877686, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 8.264319547056674e-05 }, { "score": 2.61517596244812, "text": "(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 7.558307147202297e-05 }, { "score": 2.5943117141723633, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates", "probability": 7.402242497560549e-05 }, { "score": 2.4096288681030273, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and", "probability": 6.153986901498255e-05 }, { "score": 2.097482919692993, "text": "The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).", "probability": 4.503947344930355e-05 }, { "score": 2.0081827640533447, "text": "(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).", "probability": 4.119179711526765e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Ip Ownership Assignment": [ { "text": "", "score": 12.192989349365234, "probability": 0.9999751811829035 }, { "score": 0.6580115556716919, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 9.781647688329207e-06 }, { "score": 0.2585989236831665, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 6.560686934883266e-06 }, { "score": -0.2554553747177124, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 3.923723262019309e-06 }, { "score": -2.0723023414611816, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 6.377518941030845e-07 }, { "score": -2.0823428630828857, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 6.313805716469293e-07 }, { "score": -2.3521652221679688, "text": "(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 4.820686090210063e-07 }, { "score": -2.418242931365967, "text": "If", "probability": 4.512442364204756e-07 }, { "score": -2.438211441040039, "text": "9. Waiver. Failure of either Party at any time to require the performance by the other Party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter. Hyatt and Playa will not waive or impair any right, power, or option this Agreement reserves because of any custom or practice that varies from this Agreement's terms; Hyatt's or Playa's failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other's compliance with this Agreement; Hyatt's or Playa's waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature, with other Hyatt All-Inclusive Resorts or any other agreements between the parties and/or their affiliates; or Hyatt's or Playa's acceptance of any payments due from the other Party after any breach of this Agreement (unless such payments are made within any applicable cure periods).\n\n10. Binding Effect. This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 4.42322930550608e-07 }, { "score": -2.611666679382324, "text": "If the Receiving Party and exercises its right of first offer hereunder,", "probability": 3.7188511988797736e-07 }, { "score": -3.0754003524780273, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 2.3389009276436118e-07 }, { "score": -3.1171469688415527, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be", "probability": 2.2432697551120125e-07 }, { "score": -3.169353485107422, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 2.1291609828614137e-07 }, { "score": -3.222355842590332, "text": "If the Receiving Party and exercises its right of first offer hereunder, and", "probability": 2.0192489591524059e-07 }, { "score": -3.4998998641967773, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 1.5298682464595197e-07 }, { "score": -3.5035181045532227, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice. 2", "probability": 1.5243428176230235e-07 }, { "score": -3.829281806945801, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and", "probability": 1.1005385770944954e-07 }, { "score": -4.029379367828369, "text": "This", "probability": 9.009568755801594e-08 }, { "score": -4.0894670486450195, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice,", "probability": 8.484148387429811e-08 }, { "score": -4.244795799255371, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice", "probability": 7.263565152985592e-08 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Joint Ip Ownership": [ { "text": "", "score": 12.141044616699219, "probability": 0.999971491965308 }, { "score": 1.2920563220977783, "text": "Playa", "probability": 1.9423695823409803e-05 }, { "score": -0.816153883934021, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 2.3591079230962594e-06 }, { "score": -1.0092657804489136, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 1.944824326401551e-06 }, { "score": -1.235239028930664, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\")", "probability": 1.551463073167842e-06 }, { "score": -2.019989013671875, "text": "Playa Hotels & Resorts, B.V.,", "probability": 7.078298203999347e-07 }, { "score": -2.597926616668701, "text": "(\"Hyatt\"), and Playa", "probability": 3.9713095793147005e-07 }, { "score": -2.9982986450195312, "text": "Hyatt\"), and Playa", "probability": 2.6610582467421603e-07 }, { "score": -3.229458808898926, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 2.1118486828915436e-07 }, { "score": -3.325936794281006, "text": "Hyatt", "probability": 1.917621721543354e-07 }, { "score": -3.345931053161621, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts", "probability": 1.8796610586885753e-07 }, { "score": -3.356076240539551, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa", "probability": 1.8606879506426918e-07 }, { "score": -3.4918174743652344, "text": "Play", "probability": 1.6245080824368603e-07 }, { "score": -3.5365612506866455, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\")", "probability": 1.553423608951428e-07 }, { "score": -3.5380191802978516, "text": "Playa Hotels & Resorts", "probability": 1.5511604768177355e-07 }, { "score": -3.656147003173828, "text": "management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 1.3783339988433766e-07 }, { "score": -3.7201738357543945, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S", "probability": 1.2928494909847212e-07 }, { "score": -3.7628679275512695, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\").", "probability": 1.2388141585117652e-07 }, { "score": -3.8787620067596436, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 1.1032501653671303e-07 }, { "score": -3.912537097930908, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 1.066610035369589e-07 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__License Grant": [ { "text": "", "score": 11.752800941467285, "probability": 0.9969651057920087 }, { "score": 5.717809200286865, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.002386252226146796 }, { "score": 3.562112331390381, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States,", "probability": 0.0002763815777677235 }, { "score": 2.806643486022949, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 0.0001298413854618929 }, { "score": 2.005401372909546, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business", "probability": 5.8269073480170876e-05 }, { "score": 1.5075666904449463, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and", "probability": 3.5418589098925706e-05 }, { "score": 1.27518892288208, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates", "probability": 2.8074425308278453e-05 }, { "score": 0.9867517948150635, "text": "Each arbitrator", "probability": 2.1039926667399112e-05 }, { "score": 0.9522478580474854, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States", "probability": 2.032634780096863e-05 }, { "score": 0.904183030128479, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 1.937247293917626e-05 }, { "score": 0.7709834575653076, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 1.695653940833315e-05 }, { "score": 0.16974079608917236, "text": "(2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 9.294389176599773e-06 }, { "score": -0.12964153289794922, "text": "Each arbit", "probability": 6.889707110500145e-06 }, { "score": -0.44728541374206543, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States,", "probability": 5.0147556375543294e-06 }, { "score": -0.49057531356811523, "text": "Each", "probability": 4.802299156109455e-06 }, { "score": -0.6781609058380127, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business", "probability": 3.980905085342857e-06 }, { "score": -0.7095303535461426, "text": "Playa", "probability": 3.857964659450223e-06 }, { "score": -0.7946224212646484, "text": "Each arbitrator", "probability": 3.543261697453534e-06 }, { "score": -0.9427014589309692, "text": "(1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 3.055577620997594e-06 }, { "score": -1.1343071460723877, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 2.5227837677991005e-06 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Transferable License": [ { "text": "", "score": 11.99416446685791, "probability": 0.9956203420148334 }, { "score": 6.056324005126953, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 0.0026261674511478274 }, { "score": 4.858972072601318, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party", "probability": 0.0007930837970026375 }, { "score": 4.660425662994385, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 0.0006502666290492564 }, { "score": 2.7426953315734863, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort", "probability": 9.555023650674197e-05 }, { "score": 2.481170654296875, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 7.356191765217236e-05 }, { "score": 1.8193609714508057, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "probability": 3.79518323436053e-05 }, { "score": 1.6111749410629272, "text": "if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 3.081901147961386e-05 }, { "score": 0.8973476886749268, "text": "If", "probability": 1.509410851321557e-05 }, { "score": 0.5824387669563293, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 1.1016515779587818e-05 }, { "score": 0.24018621444702148, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party. Similarly", "probability": 7.823586090355621e-06 }, { "score": 0.1396407186985016, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 7.075212886368582e-06 }, { "score": 0.06672501564025879, "text": "Similarly", "probability": 6.57767822656603e-06 }, { "score": -0.06761837005615234, "text": "Playa", "probability": 5.750796944610795e-06 }, { "score": -0.3529754877090454, "text": "if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 4.323137131753863e-06 }, { "score": -0.4052581787109375, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party. Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in", "probability": 4.102918852297083e-06 }, { "score": -0.6211133003234863, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area,", "probability": 3.306345543330652e-06 }, { "score": -0.7139706611633301, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party. Similarly,", "probability": 3.0131503313974814e-06 }, { "score": -0.9153628349304199, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort,", "probability": 2.4635267941371446e-06 }, { "score": -1.2803857326507568, "text": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be", "probability": 1.7101328912451677e-06 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Affiliate License-Licensor": [ { "text": "", "score": 12.05809211730957, "probability": 0.9235317446344874 }, { "score": 9.316985130310059, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.05956678894629099 }, { "score": 7.901623725891113, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.014465070060931114 }, { "score": 4.399792194366455, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates", "probability": 0.0004360079727707799 }, { "score": 4.305978775024414, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States,", "probability": 0.000396964600819986 }, { "score": 3.8646273612976074, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States,", "probability": 0.0002553143921867191 }, { "score": 3.705148935317993, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business", "probability": 0.00021767807916312862 }, { "score": 3.58286452293396, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business", "probability": 0.00019262260458444166 }, { "score": 3.3418619632720947, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates", "probability": 0.00015137047340807263 }, { "score": 3.2027370929718018, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 0.00013171038089898883 }, { "score": 2.7895405292510986, "text": "Playa", "probability": 8.713066288710906e-05 }, { "score": 2.777127504348755, "text": "(2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 8.605579279512496e-05 }, { "score": 2.7641942501068115, "text": "(2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 8.494997765609488e-05 }, { "score": 2.7398366928100586, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business,", "probability": 8.290580035576901e-05 }, { "score": 2.6033339500427246, "text": "Each arbitrator", "probability": 7.232734583920173e-05 }, { "score": 2.323857545852661, "text": "Each", "probability": 5.469246129575248e-05 }, { "score": 2.2858943939208984, "text": "(3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 5.265508046086327e-05 }, { "score": 2.211181640625, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 4.88644420538736e-05 }, { "score": 2.0788025856018066, "text": "Each arbitrator", "probability": 4.2805684987967024e-05 }, { "score": 2.067878246307373, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States", "probability": 4.234060612631567e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Affiliate License-Licensee": [ { "text": "", "score": 12.16922378540039, "probability": 0.9984623492204313 }, { "score": 4.783443450927734, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.", "probability": 0.0006190533084888375 }, { "score": 4.755189895629883, "text": "Playa", "probability": 0.0006018076247459992 }, { "score": 2.822770118713379, "text": "Playa Hotels & Resorts, B.V.,", "probability": 8.714017745296378e-05 }, { "score": 2.585970163345337, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 6.876659585920254e-05 }, { "score": 1.8814438581466675, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 3.399426372911312e-05 }, { "score": 1.7605942487716675, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 3.0124602212453063e-05 }, { "score": 1.3483312129974365, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"", "probability": 1.994700788495304e-05 }, { "score": 1.1619675159454346, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates", "probability": 1.6555451681728257e-05 }, { "score": 0.6902215480804443, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates", "probability": 1.0329144745857075e-05 }, { "score": 0.6535507440567017, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V.,", "probability": 9.957227629945849e-06 }, { "score": 0.6327452659606934, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa", "probability": 9.752202962372619e-06 }, { "score": -0.15300416946411133, "text": "Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business", "probability": 4.444839538201301e-06 }, { "score": -0.15648150444030762, "text": "Hyatt", "probability": 4.429410184275027e-06 }, { "score": -0.17182517051696777, "text": "Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V.,", "probability": 4.36196554072735e-06 }, { "score": -0.2032327651977539, "text": "Each", "probability": 4.227095749413235e-06 }, { "score": -0.3145408630371094, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\").", "probability": 3.781826429519344e-06 }, { "score": -0.5144685506820679, "text": "Hyatt\"), and Playa", "probability": 3.0965215093175843e-06 }, { "score": -0.5169239044189453, "text": "(\"Hyatt\"), and Playa", "probability": 3.088927780119107e-06 }, { "score": -0.6177800893783569, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party. Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 2.792585443559565e-06 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.682428359985352, "probability": 0.9952391924184761 }, { "score": 6.25299596786499, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 0.004364705465180656 }, { "score": 3.495274543762207, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 0.0002768801013632457 }, { "score": 1.4338219165802002, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate", "probability": 3.5238242877605645e-05 }, { "score": 0.848055362701416, "text": "If", "probability": 1.9616388883273446e-05 }, { "score": 0.4074287414550781, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 1.2625754845425771e-05 }, { "score": 0.2647486925125122, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 1.0946926305545394e-05 }, { "score": 0.18021655082702637, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort", "probability": 1.0059591650867999e-05 }, { "score": -0.05959010124206543, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 7.914685203603684e-06 }, { "score": -0.7191457748413086, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity,", "probability": 4.092533626374111e-06 }, { "score": -0.9967286586761475, "text": "WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and", "probability": 3.1005557294203916e-06 }, { "score": -1.1669597625732422, "text": "Similarly", "probability": 2.6152253222009003e-06 }, { "score": -1.1775037050247192, "text": "good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice. 2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 2.5877954007880687e-06 }, { "score": -1.3186990022659302, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party", "probability": 2.2470337640949235e-06 }, { "score": -1.4006001949310303, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 2.0703337511589775e-06 }, { "score": -1.7470952272415161, "text": "2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 1.4640620439877691e-06 }, { "score": -1.8920583724975586, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).\n\n2. Introduction to Other Opportunities. If", "probability": 1.2664929819611627e-06 }, { "score": -1.9540473222732544, "text": "may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 1.1903682337496235e-06 }, { "score": -2.0246312618255615, "text": "if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 1.1092440639235888e-06 }, { "score": -2.0543346405029297, "text": ").", "probability": 1.0767802960803018e-06 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.037145614624023, "probability": 0.9999998026289739 }, { "score": -4.675692081451416, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 5.5170475358661814e-08 }, { "score": -5.4908857345581055, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt", "probability": 2.441589343150227e-08 }, { "score": -5.786316871643066, "text": "Hyatt All-Inclusive Resorts:", "probability": 1.8170568201140595e-08 }, { "score": -5.916413307189941, "text": "Playa", "probability": 1.595395431215629e-08 }, { "score": -5.986944198608398, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 1.4867473294192842e-08 }, { "score": -6.379388332366943, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in", "probability": 1.0041552086297346e-08 }, { "score": -6.621763229370117, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice. 2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt", "probability": 7.880227669974996e-09 }, { "score": -6.668510437011719, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 7.520326750932229e-09 }, { "score": -6.79412317276001, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\")", "probability": 6.632599787784804e-09 }, { "score": -7.048478126525879, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort", "probability": 5.143027420659993e-09 }, { "score": -7.190834999084473, "text": "Playa Hotels & Resorts, B.V.,", "probability": 4.460607760269356e-09 }, { "score": -7.221338272094727, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 4.326598869407579e-09 }, { "score": -7.386229038238525, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts", "probability": 3.6688966873298357e-09 }, { "score": -7.412652492523193, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S", "probability": 3.5732213663084334e-09 }, { "score": -7.455892562866211, "text": "If", "probability": 3.422007824805919e-09 }, { "score": -7.5157694816589355, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa", "probability": 3.2231222844194467e-09 }, { "score": -7.574934959411621, "text": "2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt", "probability": 3.037956439542633e-09 }, { "score": -7.610372543334961, "text": "For Playa:", "probability": 2.9321838351026233e-09 }, { "score": -7.611003875732422, "text": "that resort as a Hyatt All-Inclusive Resort.", "probability": 2.930333236685047e-09 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Source Code Escrow": [ { "text": "", "score": 12.196277618408203, "probability": 0.9999960023894165 }, { "score": -0.9395908713340759, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 1.9731634571202777e-06 }, { "score": -2.0255091190338135, "text": "Playa", "probability": 6.661235087268982e-07 }, { "score": -2.916107654571533, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party", "probability": 2.733837720203605e-07 }, { "score": -3.0238404273986816, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 2.4546240364239e-07 }, { "score": -3.4310367107391357, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 1.6335855521201942e-07 }, { "score": -3.6968250274658203, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 1.2523089500671425e-07 }, { "score": -3.720552921295166, "text": "Playa Hotels & Resorts, B.V.,", "probability": 1.222944057506531e-07 }, { "score": -3.9449288845062256, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 9.77150252037669e-08 }, { "score": -4.4194536209106445, "text": "If the Receiving Party and exercises its right of first offer hereunder,", "probability": 6.079640141754082e-08 }, { "score": -5.027585029602051, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 3.309556188329668e-08 }, { "score": -5.050909996032715, "text": ":", "probability": 3.233254230967944e-08 }, { "score": -5.0656867027282715, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S", "probability": 3.1858286414867505e-08 }, { "score": -5.0925750732421875, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa", "probability": 3.1013082998908364e-08 }, { "score": -5.184451103210449, "text": "If", "probability": 2.8290699688127053e-08 }, { "score": -5.28206205368042, "text": "Play", "probability": 2.5659712816214306e-08 }, { "score": -5.28523063659668, "text": "(\"Hyatt\"), and Playa", "probability": 2.5578536563309697e-08 }, { "score": -5.394054889678955, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\").", "probability": 2.2941083241809973e-08 }, { "score": -5.524449348449707, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice,", "probability": 2.0136515782934633e-08 }, { "score": -5.573317527770996, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party. Similarly", "probability": 1.9176137991309948e-08 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Post-Termination Services": [ { "text": "", "score": 12.345369338989258, "probability": 0.9999370722597863 }, { "score": 1.8468163013458252, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 2.7574587080179508e-05 }, { "score": 0.7696763277053833, "text": "WHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 9.391026606033607e-06 }, { "score": 0.5779905319213867, "text": "if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice. 2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 7.752914375870477e-06 }, { "score": 0.09312808513641357, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice. 2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 4.774104296208724e-06 }, { "score": -0.33987224102020264, "text": "if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 3.0962944204003035e-06 }, { "score": -0.6037863492965698, "text": "(60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice. 2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 2.3780764341662463e-06 }, { "score": -0.8247346878051758, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 1.9066420417032532e-06 }, { "score": -1.4113293886184692, "text": "WHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts", "probability": 1.0605089141907935e-06 }, { "score": -1.5216491222381592, "text": "(60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 9.497363749187123e-07 }, { "score": -1.723923921585083, "text": "simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 7.758115530249547e-07 }, { "score": -2.0069398880004883, "text": ", simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 5.845800231324818e-07 }, { "score": -2.2890496253967285, "text": "Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and\n\nWHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 4.4088494373207813e-07 }, { "score": -2.302539110183716, "text": "If", "probability": 4.3497756630805207e-07 }, { "score": -2.410567283630371, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 3.9043686723905076e-07 }, { "score": -2.4470179080963135, "text": "AS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 3.7646145323047237e-07 }, { "score": -2.497729539871216, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate", "probability": 3.5784646595565177e-07 }, { "score": -2.745906352996826, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 2.7919967734322654e-07 }, { "score": -3.0348856449127197, "text": "Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Playa Hall JamaicanResort Limited", "probability": 2.0912829667608103e-07 }, { "score": -3.1072840690612793, "text": "Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:", "probability": 1.9452282321374847e-07 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Audit Rights": [ { "text": "", "score": 12.234142303466797, "probability": 0.9999916584279381 }, { "score": 0.3344324827194214, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\").", "probability": 6.792318868798832e-06 }, { "score": -2.115226984024048, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 5.863331877932604e-07 }, { "score": -2.1322996616363525, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 5.764078772002297e-07 }, { "score": -4.507864475250244, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder,", "probability": 5.358401074737977e-08 }, { "score": -4.6285505294799805, "text": "If", "probability": 4.749216083616829e-08 }, { "score": -4.755710124969482, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If", "probability": 4.182127021408468e-08 }, { "score": -4.777745723724365, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The", "probability": 4.0909792840756506e-08 }, { "score": -4.889739990234375, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 3.6575375068753266e-08 }, { "score": -4.956860065460205, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 3.420100831102831e-08 }, { "score": -4.97393274307251, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 3.362206166917205e-08 }, { "score": -5.340566158294678, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice,", "probability": 2.3302229287689416e-08 }, { "score": -5.5706892013549805, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and", "probability": 1.8512126253500835e-08 }, { "score": -6.16141414642334, "text": "\").", "probability": 1.0254340152231204e-08 }, { "score": -6.246932029724121, "text": "with a copy to:\n\nHyatt Hotels Corporation Hyatt Center - 12th Floor 71 South Wacker Drive Chicago, Illinois 60606 U.S.A. Attention: Executive Vice President, General Counsel\n\nFor Playa:\n\nPlaya Hotels & Resorts, B.V. c/o Playa Management USA LLC Playa Hotels & Resorts 1560 Sawgrass Corporate Parkway, Suite 310 Fort Lauderdale, Florida 33323 Attention: General Counsel\n\nor to such other address and to the attention of such persons as the Parties may designate by like notice hereunder.", "probability": 9.413860854291805e-09 }, { "score": -6.318445682525635, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice", "probability": 8.764149757127768e-09 }, { "score": -6.420866966247559, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).\n\n2. Introduction to Other Opportunities. If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 7.910952768195395e-09 }, { "score": -6.456117630004883, "text": "15. Corrupt Practices. Neither Party, nor any person acting for or on behalf of such Party, shall make, and each Party acknowledges that the other Party will not make, any expenditure for any unlawful purposes (i.e. unlawful under the laws or regulations of the United States, the European Union or the Market Area) in the performance of its obligations under this Agreement or in connection with its activities in relation thereto. Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.\n\nIN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment on the day and year first above written. HYATT FRANCHISING LATIN AMERICA, L.L.C. PLAYA HOTELS & RESORTS B.V.", "probability": 7.636944295632134e-09 }, { "score": -6.62194299697876, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa,", "probability": 6.469974678935863e-09 }, { "score": -6.690401554107666, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity", "probability": 6.041870429494654e-09 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Uncapped Liability": [ { "text": "", "score": 12.35564136505127, "probability": 0.9879502502867998 }, { "score": 7.910422325134277, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 0.01159313720297081 }, { "score": 3.9166550636291504, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate", "probability": 0.00021366328046715742 }, { "score": 2.8620643615722656, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14. 7\n\n\n\n\n\n15. Corrupt Practices. Neither Party, nor any person acting for or on behalf of such Party, shall make, and each Party acknowledges that the other Party will not make, any expenditure for any unlawful purposes (i.e. unlawful under the laws or regulations of the United States, the European Union or the Market Area) in the performance of its obligations under this Agreement or in connection with its activities in relation thereto.", "probability": 7.44263925881812e-05 }, { "score": 2.4902946949005127, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14.", "probability": 5.131796836369522e-05 }, { "score": 1.922534465789795, "text": "In", "probability": 2.908669119292212e-05 }, { "score": 1.7029774188995361, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14. 7\n\n\n\n\n\n15. Corrupt Practices.", "probability": 2.3352958427732827e-05 }, { "score": 1.3917913436889648, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts", "probability": 1.710785303905346e-05 }, { "score": 0.6164370775222778, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 7.878860871553049e-06 }, { "score": 0.38193273544311523, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages,", "probability": 6.231885851526012e-06 }, { "score": -0.02229928970336914, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14. 7\n\n\n\n\n\n15. Corrupt Practices. Neither", "probability": 4.159716682338576e-06 }, { "score": -0.04110240936279297, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party", "probability": 4.082231793561279e-06 }, { "score": -0.07529211044311523, "text": "14. Waiver of Non-compensatory Damages. In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 3.945020481346159e-06 }, { "score": -0.14249563217163086, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages", "probability": 3.6886134339499403e-06 }, { "score": -0.16976028680801392, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 3.589403273638925e-06 }, { "score": -0.26859188079833984, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both", "probability": 3.2516233880676763e-06 }, { "score": -0.34841108322143555, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14. 7\n\n\n\n\n\n15. Corrupt Practices. Neither Party, nor any person acting for or on behalf of such Party, shall", "probability": 3.0021694377140164e-06 }, { "score": -0.3523752689361572, "text": "each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 2.990291838574745e-06 }, { "score": -0.5378909111022949, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14. 7\n\n\n\n\n\n15. Corrupt Practices", "probability": 2.483963190563998e-06 }, { "score": -0.591806173324585, "text": "Waiver of Non-compensatory Damages. In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 2.353585907298698e-06 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Cap On Liability": [ { "text": "", "score": 12.139806747436523, "probability": 0.9369279636927884 }, { "score": 9.163084983825684, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 0.04774549113336894 }, { "score": 7.967947959899902, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 0.014450768723711335 }, { "score": 3.261813163757324, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14.", "probability": 0.0001306298948895631 }, { "score": 3.2371461391448975, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate", "probability": 0.00012744706096311947 }, { "score": 3.230501890182495, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars. In the event that monetary damages are awarded, the award(s) shall include interest from the date of default to the date of payment of the award in full.", "probability": 0.00012660307788228253 }, { "score": 3.187286138534546, "text": "(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).", "probability": 0.00012124836796359811 }, { "score": 2.5570638179779053, "text": "In", "probability": 6.456153171157076e-05 }, { "score": 2.512298822402954, "text": "Waiver of Non-compensatory Damages. In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 6.173516807263469e-05 }, { "score": 2.3442413806915283, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars.", "probability": 5.218506337965698e-05 }, { "score": 1.806246280670166, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement", "probability": 3.0471786166302417e-05 }, { "score": 1.6670544147491455, "text": "The", "probability": 2.6512315101323543e-05 }, { "score": 1.6189985275268555, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts", "probability": 2.5268371078183154e-05 }, { "score": 1.568380355834961, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14. 7\n\n\n\n\n\n15. Corrupt Practices.", "probability": 2.402116428437911e-05 }, { "score": 1.2707195281982422, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages,", "probability": 1.7836991219212697e-05 }, { "score": 1.2093186378479004, "text": "each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 1.6774729691313763e-05 }, { "score": 1.0130677223205566, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt", "probability": 1.3785573591215457e-05 }, { "score": 0.9727829694747925, "text": "arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 1.324126249504057e-05 }, { "score": 0.87746262550354, "text": "Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 1.203738900847474e-05 }, { "score": 0.8245224952697754, "text": "punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 1.1416702632968825e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Liquidated Damages": [ { "text": "", "score": 12.106475830078125, "probability": 0.9484655351111004 }, { "score": 8.202506065368652, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 0.019122691906497596 }, { "score": 7.943971157073975, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 0.014766199916313578 }, { "score": 6.890505313873291, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars.", "probability": 0.005149372879585487 }, { "score": 6.744591236114502, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 0.004450252599714389 }, { "score": 6.344814777374268, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars.", "probability": 0.0029837604465350934 }, { "score": 6.295349597930908, "text": "Any award(s) shall be payable in U.S. Dollars.", "probability": 0.002839759087881625 }, { "score": 5.260405540466309, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars. In the event that monetary damages are awarded, the award(s) shall include interest from the date of default to the date of payment of the award in full.", "probability": 0.0010088137775088456 }, { "score": 4.143254280090332, "text": "Any award(s) shall be payable in U.S. Dollars.", "probability": 0.00033009456747238377 }, { "score": 3.718900442123413, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate", "probability": 0.0002159453450605269 }, { "score": 3.367988348007202, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement", "probability": 0.00015203537886029778 }, { "score": 3.058845043182373, "text": "Any award(s) shall be payable in U.S. Dollars. In the event that monetary damages are awarded, the award(s) shall include interest from the date of default to the date of payment of the award in full.", "probability": 0.00011160545677641999 }, { "score": 2.6381328105926514, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars. In the event that monetary damages are awarded, the award(s) shall include interest from the date of default to the date of payment of the award in full. The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award.", "probability": 7.32778010205424e-05 }, { "score": 2.5900113582611084, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars. In the event that monetary damages are awarded, the award(s) shall include interest from the date of default to the date of payment of the award in full", "probability": 6.983506584877282e-05 }, { "score": 2.3734395503997803, "text": "In", "probability": 5.623641224500051e-05 }, { "score": 2.2790396213531494, "text": "Waiver of Non-compensatory Damages. In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 5.117056798767982e-05 }, { "score": 2.2754898071289062, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars", "probability": 5.098924400121572e-05 }, { "score": 2.0469813346862793, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14.", "probability": 4.0573138571298404e-05 }, { "score": 1.8148115873336792, "text": "In the event that monetary damages are awarded, the award(s) shall include interest from the date of default to the date of payment of the award in full.", "probability": 3.21668522390302e-05 }, { "score": 1.7344982624053955, "text": "The", "probability": 2.9684444779870103e-05 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Warranty Duration": [ { "text": "", "score": 11.768938064575195, "probability": 0.9999938669684563 }, { "score": -1.4888057708740234, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 1.746756412355966e-06 }, { "score": -1.5117497444152832, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 1.7071351521437876e-06 }, { "score": -1.855013370513916, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 1.2111290089536542e-06 }, { "score": -3.6429693698883057, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and", "probability": 2.0262404551220583e-07 }, { "score": -3.6659133434295654, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and", "probability": 1.9802797248468208e-07 }, { "score": -4.178351402282715, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 1.1862535351584516e-07 }, { "score": -4.3294830322265625, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 1.0198631188715847e-07 }, { "score": -4.329705238342285, "text": "If", "probability": 1.0196365242256619e-07 }, { "score": -4.352649688720703, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If", "probability": 9.965078763086902e-08 }, { "score": -4.509669303894043, "text": "If the Receiving Party and exercises its right of first offer hereunder,", "probability": 8.517026200664532e-08 }, { "score": -4.521615028381348, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "probability": 8.415889430898522e-08 }, { "score": -4.532613754272461, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder,", "probability": 8.323832552129442e-08 }, { "score": -4.545346260070801, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice,", "probability": 8.218521167526622e-08 }, { "score": -4.568290710449219, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice,", "probability": 8.032098576764431e-08 }, { "score": -4.647706985473633, "text": "The", "probability": 7.418890820171539e-08 }, { "score": -4.95884370803833, "text": "if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 5.435181084799394e-08 }, { "score": -5.234833717346191, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 4.124326892849125e-08 }, { "score": -5.455113410949707, "text": "If", "probability": 3.308924246069283e-08 }, { "score": -5.6516218185424805, "text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "probability": 2.718593708800761e-08 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Insurance": [ { "text": "", "score": 12.064390182495117, "probability": 0.9999986184611458 }, { "score": -2.3301515579223633, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 5.604402945035024e-07 }, { "score": -3.6230010986328125, "text": "Playa", "probability": 1.5383385775265676e-07 }, { "score": -3.9746851921081543, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 1.0822247703142141e-07 }, { "score": -4.049167633056641, "text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 1.0045467591508518e-07 }, { "score": -4.1091108322143555, "text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 9.461002478600456e-08 }, { "score": -4.402263164520264, "text": "if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "probability": 7.057042224828276e-08 }, { "score": -4.877449989318848, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 4.387849266827443e-08 }, { "score": -5.05213737487793, "text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "probability": 3.684562540550642e-08 }, { "score": -5.082756996154785, "text": "\"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").\n\nIf the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 3.573452387306077e-08 }, { "score": -5.213201522827148, "text": "(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice. 2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 3.1364376737712635e-08 }, { "score": -5.422305107116699, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries", "probability": 2.5446269883597267e-08 }, { "score": -5.534238815307617, "text": "Playa Hotels & Resorts, B.V.,", "probability": 2.275159965894429e-08 }, { "score": -5.638999938964844, "text": "Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa", "probability": 2.0488716786230793e-08 }, { "score": -5.640779495239258, "text": "if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice. 2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 2.045228838452809e-08 }, { "score": -6.084481239318848, "text": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").", "probability": 1.312334930844367e-08 }, { "score": -6.152467727661133, "text": "If", "probability": 1.2260792202334141e-08 }, { "score": -6.260449409484863, "text": ":", "probability": 1.1005827039747397e-08 }, { "score": -6.261927604675293, "text": "Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa", "probability": 1.0989570297429859e-08 }, { "score": -6.454379558563232, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice,", "probability": 9.065669657565686e-09 } ], "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Covenant Not To Sue": [ { "text": "", "score": 12.048907279968262, "probability": 0.9900337902748285 }, { "score": 7.432761192321777, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 0.0097922669406131 }, { "score": 1.9848783016204834, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14.", "probability": 4.215972471878728e-05 }, { "score": 1.9475128650665283, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate", "probability": 4.061347622341481e-05 }, { "score": 1.52585768699646, "text": "In", "probability": 2.6640823574345422e-05 }, { "score": 0.9641672372817993, "text": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "probability": 1.519177724016119e-05 }, { "score": 0.48108232021331787, "text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "probability": 9.371464618410806e-06 }, { "score": 0.11615276336669922, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement", "probability": 6.506097645814612e-06 }, { "score": -0.2574269771575928, "text": "In entering into this Agreement, Hyatt and Playa acknowledge that neither Playa nor Hyatt has made any representation to the other regarding forecasted earnings, the probability of future success or any other similar matter respecting the business contemplated under this Agreement and that Hyatt and Playa understand that no guarantee is made to the other as to any amount of income to be received by Hyatt or Playa or as to the future financial success of the business contemplated under this Agreement.\n\n14. Waiver of Non-compensatory Damages. In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 4.477926462066659e-06 }, { "score": -0.5507678985595703, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate. Both", "probability": 3.3394935861880174e-06 }, { "score": -0.5557942390441895, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement,", "probability": 3.322750268435955e-06 }, { "score": -0.5811734199523926, "text": "each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 3.2394826890993585e-06 }, { "score": -0.7159023284912109, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt", "probability": 2.8311549690192244e-06 }, { "score": -0.7464871406555176, "text": "13. No Representation Regarding Forecasts. In entering into this Agreement, Hyatt and Playa acknowledge that neither Playa nor Hyatt has made any representation to the other regarding forecasted earnings, the probability of future success or any other similar matter respecting the business contemplated under this Agreement and that Hyatt and Playa understand that no guarantee is made to the other as to any amount of income to be received by Hyatt or Playa or as to the future financial success of the business contemplated under this Agreement.\n\n14. Waiver of Non-compensatory Damages. In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "probability": 2.745875403487269e-06 }, { "score": -0.7641839981079102, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts", "probability": 2.69770948760207e-06 }, { "score": -0.8140664100646973, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages,", "probability": 2.566442408560337e-06 }, { "score": -0.848869800567627, "text": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party", "probability": 2.478657970012382e-06 }, { "score": -0.9446338415145874, "text": "If the Receiving Party and exercises its right of first offer hereunder, and:", "probability": 2.2523029624769007e-06 }, { "score": -1.148163080215454, "text": "Waiver of Non-compensatory Damages. 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Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.0006146273932995615 }, { "score": 4.855950832366943, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement;", "probability": 0.000511365394344558 }, { "score": 4.071089267730713, "text": "Unless", "probability": 0.00023327612260163724 }, { "score": 3.873659133911133, "text": "Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.00019148178634776673 }, { "score": 2.81142520904541, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.", "probability": 6.619194433633163e-05 }, { "score": 2.2315850257873535, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4", "probability": 3.706668491717607e-05 }, { "score": 2.165041446685791, "text": "Unless earlier terminated as provided in this Agreement,", "probability": 3.4680411116642635e-05 }, { "score": 1.989649772644043, "text": "upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 2.9101314133214654e-05 }, { "score": 1.9670562744140625, "text": "this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 2.8451185637841713e-05 }, { "score": 1.9323945045471191, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement", "probability": 2.7481912590018412e-05 }, { "score": 1.8682405948638916, "text": ".", "probability": 2.5774204201211927e-05 }, { "score": 1.7586555480957031, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4,", "probability": 2.309899494776514e-05 }, { "score": 1.6646380424499512, "text": "provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 2.102624884475166e-05 }, { "score": 1.6280546188354492, "text": "Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 2.0270936862583382e-05 }, { "score": 1.5720343589782715, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and", "probability": 1.91665758087138e-05 }, { "score": 1.507800579071045, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written", "probability": 1.7974141448129e-05 }, { "score": 1.2370491027832031, "text": "Unless earlier terminated as provided in this Agreement", "probability": 1.3710783808568315e-05 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Renewal Term": [ { "text": "", "score": 11.47933578491211, "probability": 0.999715346963993 }, { "score": 3.2620511054992676, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.0002698702222182267 }, { "score": -1.0884928703308105, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement", "probability": 3.4812701372462558e-06 }, { "score": -1.3917574882507324, "text": "Unless", "probability": 2.5705826653463036e-06 }, { "score": -1.489474892616272, "text": "(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 2.331274670510302e-06 }, { "score": -1.7303534746170044, "text": "Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 1.8322351314504573e-06 }, { "score": -2.3903701305389404, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 9.469773998797393e-07 }, { "score": -2.6733956336975098, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement;", "probability": 7.135480115051917e-07 }, { "score": -3.2736916542053223, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.", "probability": 3.9148754612924046e-07 }, { "score": -3.3670101165771484, "text": "Unless earlier terminated as provided in this Agreement,", "probability": 3.566073233806642e-07 }, { "score": -3.5074715614318848, "text": "with a copy (which shall not constitute notice) to:\n\nOlshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attention: Elizabeth Gonzalez-Sussman E-mail: egonzalez@olshanlaw.com\n\n(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 3.0987648947654745e-07 }, { "score": -3.634061336517334, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written", "probability": 2.7303063962873677e-07 }, { "score": -3.745802402496338, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4", "probability": 2.4416468984212016e-07 }, { "score": -3.7699084281921387, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc.", "probability": 2.383492250381633e-07 }, { "score": -3.941065788269043, "text": "upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 2.0085425995368664e-07 }, { "score": -3.977924346923828, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4,", "probability": 1.9358583610532183e-07 }, { "score": -3.9950480461120605, "text": ".", "probability": 1.9029915089523854e-07 }, { "score": -4.010785102844238, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 1.873278434993737e-07 }, { "score": -4.13102912902832, "text": "provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 1.6610435400802186e-07 }, { "score": -4.198683261871338, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer", "probability": 1.5523841502397376e-07 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.77263069152832, "probability": 0.9984870441950948 }, { "score": 5.131621837615967, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.0013037338287225529 }, { "score": 2.6937923431396484, "text": "(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.00011388146287628965 }, { "score": 1.8710055351257324, "text": "Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 5.001741776584563e-05 }, { "score": 0.35460329055786133, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement", "probability": 1.0978832003514428e-05 }, { "score": 0.16730594635009766, "text": "Unless", "probability": 9.103616128135725e-06 }, { "score": -0.5912632942199707, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement;", "probability": 4.263551382040865e-06 }, { "score": -0.6162956953048706, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 4.158149192618837e-06 }, { "score": -0.7238678932189941, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP", "probability": 3.7340665651893145e-06 }, { "score": -1.5473852157592773, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP\n\nBy: White Hat SP GP LLC, its General Partner\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat SP GP LLC\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat Capital Partners LP", "probability": 1.6388266839910953e-06 }, { "score": -1.6277098655700684, "text": "Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 1.512336641375435e-06 }, { "score": -1.648699164390564, "text": "(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 1.480924567602944e-06 }, { "score": -1.6756244897842407, "text": "(m) Termination.", "probability": 1.4415822212915056e-06 }, { "score": -1.7838220596313477, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP\n\nBy: White Hat SP GP LLC, its General Partner\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat SP GP LLC\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat Capital Partners LP\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Partner\n\nWhite Hat Capital Partners LP", "probability": 1.2937483534387088e-06 }, { "score": -1.912841796875, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.", "probability": 1.1371486762381042e-06 }, { "score": -1.9356470108032227, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement", "probability": 1.1115092251908052e-06 }, { "score": -1.9630670547485352, "text": "Unless earlier terminated as provided in this Agreement,", "probability": 1.0814456492834827e-06 }, { "score": -2.083226203918457, "text": "(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement", "probability": 9.59003610774084e-07 }, { "score": -2.2705235481262207, "text": "(m) Termination. Unless", "probability": 7.952030539486041e-07 }, { "score": -2.498411178588867, "text": "Termination.", "probability": 6.33151585697259e-07 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Governing Law": [ { "score": 15.63838005065918, "text": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 0.9542853475227261 }, { "text": "", "score": 12.113712310791016, "probability": 0.02811476809523651 }, { "score": 11.053553581237793, "text": "(i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 0.009738978776233191 }, { "score": 10.419546127319336, "text": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state", "probability": 0.005166155577100766 }, { "score": 8.866839408874512, "text": "Governing Law; Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 0.0010935421336110767 }, { "score": 8.315123558044434, "text": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state. (ii) Each Party (A) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (B) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each Party irrevocably waives the right to trial by jury and (D) each Party irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such Party's principal place of business or as otherwise provided by applicable law.", "probability": 0.0006298372920931465 }, { "score": 8.16987419128418, "text": "(g) Governing Law; Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 0.0005446874548103458 }, { "score": 6.827661037445068, "text": ".", "probability": 0.00014230875083894018 }, { "score": 6.179105758666992, "text": "This", "probability": 7.439909071061044e-05 }, { "score": 5.834719657897949, "text": "(i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state", "probability": 5.272330718554274e-05 }, { "score": 5.392378807067871, "text": "Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 3.387633772759512e-05 }, { "score": 5.313631057739258, "text": "Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 3.131098577538532e-05 }, { "score": 4.701178550720215, "text": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state. (", "probability": 1.6971178317896138e-05 }, { "score": 4.700718879699707, "text": "internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 1.6963378951748162e-05 }, { "score": 4.240264415740967, "text": "applicable to agreements made and to be performed within that state.", "probability": 1.0703838090603272e-05 }, { "score": 4.223264694213867, "text": "shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 1.0523413750616336e-05 }, { "score": 4.190691947937012, "text": ") This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 1.0186159727311124e-05 }, { "score": 4.152675628662109, "text": "(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 9.80618775628766e-06 }, { "score": 4.065837860107422, "text": "(e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 8.990566145902032e-06 }, { "score": 3.939047336578369, "text": "be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 7.919953210503375e-06 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.066288948059082, "probability": 0.9997012789308029 }, { "score": 3.454145669937134, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.00018182933259708263 }, { "score": 1.5954349040985107, "text": "The", "probability": 2.8342366886894865e-05 }, { "score": 1.353835105895996, "text": "The", "probability": 2.2259256623208565e-05 }, { "score": 1.098830223083496, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders,", "probability": 1.724898096592828e-05 }, { "score": 1.0272730588912964, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.6057819113088835e-05 }, { "score": -0.3431363105773926, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position)", "probability": 4.078733541082631e-06 }, { "score": -0.34331226348876953, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock", "probability": 4.078015939175271e-06 }, { "score": -0.39197444915771484, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date", "probability": 3.884321781845178e-06 }, { "score": -0.5572676658630371, "text": "The Company shall", "probability": 3.2925264181765366e-06 }, { "score": -0.6781673431396484, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting", "probability": 2.917582904542068e-06 }, { "score": -0.8703465461730957, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement;", "probability": 2.407469745972348e-06 }, { "score": -1.0116424560546875, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of this Agreement, (iii) to ratify the appointment of the Company's independent registered public accounting firm, and (iv) in accordance with the Board's recommendation with respect to the Company's \"say-on-pay\" proposal and new equity compensation plan (collectively, the \"2020 Proposals\"),", "probability": 2.09024312749348e-06 }, { "score": -1.260145664215088, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position", "probability": 1.630321410921702e-06 }, { "score": -1.2658166885375977, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than", "probability": 1.6211019850494821e-06 }, { "score": -1.2686364650726318, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 1.616537278461956e-06 }, { "score": -1.274540901184082, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (", "probability": 1.6070206601595177e-06 }, { "score": -1.422830581665039, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such", "probability": 1.3855431967172723e-06 }, { "score": -1.5321660041809082, "text": "The Company", "probability": 1.2420420505069128e-06 }, { "score": -1.6250667572021484, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties", "probability": 1.1318529709299844e-06 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Compete": [ { "text": "", "score": 11.650655746459961, "probability": 0.9999455620914245 }, { "score": 0.9791663885116577, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 2.3195696380529238e-05 }, { "score": 0.5914415121078491, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 1.57405767435663e-05 }, { "score": -0.052716851234436035, "text": "of the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound.", "probability": 8.265444583054734e-06 }, { "score": -1.907348871231079, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not,", "probability": 1.2936290695910978e-06 }, { "score": -2.1881659030914307, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties.", "probability": 9.769053293418003e-07 }, { "score": -2.4814870357513428, "text": "Exhibit 10.1\n\nof the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound.", "probability": 7.285590033926547e-07 }, { "score": -2.7698628902435303, "text": "Except", "probability": 5.460402881550876e-07 }, { "score": -2.7759132385253906, "text": "of the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound. 3. Representations of the Company. The Company represents and warrants to the White Hat Parties as of the date hereof that it has the corporate power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by the Company and constitutes a legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles and (ii) does not violate any law, order of any court or any agency or regulation or the Company's Certificate of Incorporation or the Bylaws, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the Company or any of its assets or the assets of its subsidiaries are bound.", "probability": 5.427465284802205e-07 }, { "score": -3.0707976818084717, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws,", "probability": 4.0413863267636283e-07 }, { "score": -3.10750150680542, "text": "5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 3.895741207142369e-07 }, { "score": -3.1504173278808594, "text": "The White Hat Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2020 Annual Meeting. 5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 3.7320890250930644e-07 }, { "score": -3.353663444519043, "text": "of the White Hat Parties,", "probability": 3.0456733831017675e-07 }, { "score": -3.4761180877685547, "text": "This Agreement (i) has been duly and validly authorized by the Company and constitutes a legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles and (ii) does not violate any law, order of any court or any agency or regulation or the Company's Certificate of Incorporation or the Bylaws, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the Company or any of its assets or the assets of its subsidiaries are bound.", "probability": 2.6946474442393934e-07 }, { "score": -3.4952263832092285, "text": "5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 2.643646150480392e-07 }, { "score": -3.504810094833374, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly,", "probability": 2.6184312274073186e-07 }, { "score": -3.538142204284668, "text": "The White Hat Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2020 Annual Meeting. 5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 2.532591940745112e-07 }, { "score": -3.5966506004333496, "text": "of the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound.", "probability": 2.388665554647009e-07 }, { "score": -3.754432439804077, "text": "or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound.", "probability": 2.0400065636040391e-07 }, { "score": -3.852076768875122, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The", "probability": 1.850227669721773e-07 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Exclusivity": [ { "text": "", "score": 12.188299179077148, "probability": 0.9248932711033512 }, { "score": 9.638381958007812, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.07222318579165236 }, { "score": 6.293432235717773, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 0.002546733111071884 }, { "score": 3.5730698108673096, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns,", "probability": 0.0001677046269416275 }, { "score": 2.1553025245666504, "text": "sole and exclusive benefit of the parties hereto", "probability": 4.062716667377423e-05 }, { "score": 2.0735621452331543, "text": "sole", "probability": 3.743838793544104e-05 }, { "score": 1.6006088256835938, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and", "probability": 2.333007437195014e-05 }, { "score": 1.0697603225708008, "text": "(d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.3720550847687773e-05 }, { "score": 0.7071161270141602, "text": "Exhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 9.547225370742356e-06 }, { "score": 0.3208894729614258, "text": ".", "probability": 6.488451608529831e-06 }, { "score": 0.13814783096313477, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other", "probability": 5.404772065369605e-06 }, { "score": -0.013039112091064453, "text": "sole and exclusive", "probability": 4.646412126515836e-06 }, { "score": -0.15397214889526367, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for", "probability": 4.035629499221951e-06 }, { "score": -0.16068124771118164, "text": "exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 4.008644685238985e-06 }, { "score": -0.2345113754272461, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of", "probability": 3.7233472896382214e-06 }, { "score": -0.23556756973266602, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or", "probability": 3.7194167874861875e-06 }, { "score": -0.3287968635559082, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person", "probability": 3.3883313891124615e-06 }, { "score": -0.42312002182006836, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.", "probability": 3.0833430874523833e-06 }, { "score": -0.4449882507324219, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 3.01664774737885e-06 }, { "score": -0.47516822814941406, "text": "benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 2.926965497635296e-06 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.083513259887695, "probability": 0.9999018701010279 }, { "score": 2.1915087699890137, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 5.057249914314291e-05 }, { "score": 1.8664921522140503, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 3.6539406764276894e-05 }, { "score": -0.47656702995300293, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 3.509003638162815e-06 }, { "score": -1.1484990119934082, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not,", "probability": 1.7921215676983363e-06 }, { "score": -1.3264918327331543, "text": "Except", "probability": 1.4999133362854811e-06 }, { "score": -2.3663716316223145, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner,", "probability": 5.302151198587068e-07 }, { "score": -2.3892593383789062, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly,", "probability": 5.182175340277722e-07 }, { "score": -2.4923243522644043, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws,", "probability": 4.674676227030638e-07 }, { "score": -2.581864833831787, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to,", "probability": 4.2742960515464355e-07 }, { "score": -2.749037265777588, "text": "Except as otherwise contemplated in this Agreement,", "probability": 3.61628404090076e-07 }, { "score": -2.7517805099487305, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not", "probability": 3.6063772853217926e-07 }, { "score": -2.865497589111328, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The", "probability": 3.21872934153449e-07 }, { "score": -3.15047025680542, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to", "probability": 2.420596505209987e-07 }, { "score": -3.2575674057006836, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others", "probability": 2.174756818396501e-07 }, { "score": -3.377230167388916, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives", "probability": 1.9294868543075375e-07 }, { "score": -3.5324482917785645, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall", "probability": 1.652081428226479e-07 }, { "score": -3.6458230018615723, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise", "probability": 1.4750048154451446e-07 }, { "score": -3.735873222351074, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company;", "probability": 1.3479852010840068e-07 }, { "score": -3.7760167121887207, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner", "probability": 1.2949441206818408e-07 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.882413864135742, "probability": 0.9999933402557648 }, { "score": -1.254124641418457, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 1.971836599875519e-06 }, { "score": -1.3606996536254883, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 1.7724989382949508e-06 }, { "score": -1.5528285503387451, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.462667003048593e-06 }, { "score": -3.1000983715057373, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement.", "probability": 3.1129684470750606e-07 }, { "score": -3.4566810131073, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties.", "probability": 2.179279056219637e-07 }, { "score": -3.9751994609832764, "text": "Except", "probability": 1.2975471390507168e-07 }, { "score": -4.263149738311768, "text": "Based on the Information, the Nominating and Governance Committee (the \"Nominating Committee\") of the Board of Directors (the \"Board\") of the Company and the Board have determined that the New Director may serve as an \"independent\" director of the Company in accordance with the rules and listing standards of the NASDAQ National Market and applicable rules and regulations of the Securities Exchange Commission (the \"SEC\").", "probability": 9.728993829336557e-08 }, { "score": -4.440147876739502, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 8.15076952719949e-08 }, { "score": -4.441253185272217, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 8.141765389184874e-08 }, { "score": -4.659791946411133, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws,", "probability": 6.543474369983087e-08 }, { "score": -4.734936714172363, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not,", "probability": 6.069786951634036e-08 }, { "score": -4.759100914001465, "text": "5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 5.924873319092532e-08 }, { "score": -4.842209815979004, "text": "The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 5.452370150136345e-08 }, { "score": -4.843315124511719, "text": "The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 5.446346928258366e-08 }, { "score": -4.865675926208496, "text": "5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 5.325913753850886e-08 }, { "score": -4.92259407043457, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The", "probability": 5.0312383649001945e-08 }, { "score": -4.9538469314575195, "text": "Except", "probability": 4.8764294822370716e-08 }, { "score": -4.997307777404785, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The", "probability": 4.669035142092041e-08 }, { "score": -5.148166656494141, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 4.015225714216079e-08 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.159882545471191, "probability": 0.9995883678131119 }, { "score": 3.7087762355804443, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 0.00021357595513199777 }, { "score": 3.320404529571533, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 0.00014483871675753963 }, { "score": 1.6530966758728027, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not,", "probability": 2.7338964931005346e-05 }, { "score": 0.1593151092529297, "text": "Except", "probability": 6.13819917284745e-06 }, { "score": -0.04591941833496094, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly,", "probability": 4.999294873691728e-06 }, { "score": -0.36889219284057617, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws,", "probability": 3.619457319001866e-06 }, { "score": -0.683436393737793, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to,", "probability": 2.6426439225614852e-06 }, { "score": -1.0600786209106445, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not", "probability": 1.813280570547307e-06 }, { "score": -1.5519390106201172, "text": "Except as otherwise contemplated in this Agreement,", "probability": 1.1087988196705993e-06 }, { "score": -1.6779747009277344, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner,", "probability": 9.774986136687354e-07 }, { "score": -1.8105278015136719, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise", "probability": 8.561484406062954e-07 }, { "score": -1.8650970458984375, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to", "probability": 8.106809136328188e-07 }, { "score": -2.246237277984619, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives", "probability": 5.537616151391369e-07 }, { "score": -2.318256378173828, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others", "probability": 5.15282449715003e-07 }, { "score": -2.5456275939941406, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company", "probability": 4.104868854150732e-07 }, { "score": -2.5535802841186523, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall", "probability": 4.0723535675210366e-07 }, { "score": -2.553776741027832, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall", "probability": 4.071553604107817e-07 }, { "score": -2.717383623123169, "text": "5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 3.457057402211629e-07 }, { "score": -2.9537928104400635, "text": "(a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 2.729200142347599e-07 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.686912536621094, "probability": 0.9994832181324491 }, { "score": 3.194276809692383, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 0.00020486637054480879 }, { "score": 3.0887362957000732, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 0.0001843465484321044 }, { "score": 1.972605586051941, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not,", "probability": 6.0381737016966225e-05 }, { "score": 0.47444748878479004, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not", "probability": 1.3497825449871236e-05 }, { "score": 0.1529407501220703, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives", "probability": 9.786675875353994e-06 }, { "score": 0.11752402782440186, "text": "of the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound.", "probability": 9.446129999092304e-06 }, { "score": -0.39072632789611816, "text": "Except", "probability": 5.682292599678865e-06 }, { "score": -0.6770014762878418, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to,", "probability": 4.2677195852679945e-06 }, { "score": -0.8623738288879395, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly,", "probability": 3.545599570553924e-06 }, { "score": -1.0994839668273926, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to", "probability": 2.797139083865181e-06 }, { "score": -1.1996541023254395, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone", "probability": 2.5305255376828813e-06 }, { "score": -1.238105297088623, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall", "probability": 2.4350707433164723e-06 }, { "score": -1.318878173828125, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner,", "probability": 2.2461169651878177e-06 }, { "score": -1.3395910263061523, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties", "probability": 2.200071983477973e-06 }, { "score": -1.3817639350891113, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall", "probability": 2.1092178062253934e-06 }, { "score": -1.421839714050293, "text": "the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 2.0263606317714495e-06 }, { "score": -1.5273802280426025, "text": "the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 1.8233963307514199e-06 }, { "score": -1.78126859664917, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner", "probability": 1.4145514851854378e-06 }, { "score": -1.8070721626281738, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws,", "probability": 1.378517909296053e-06 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.786023139953613, "probability": 0.9989702751174643 }, { "score": 4.778027057647705, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.0009036880471437145 }, { "score": 1.1969168186187744, "text": "(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 2.5162982879301183e-05 }, { "score": 1.0096054077148438, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 2.086478000620316e-05 }, { "score": 0.5694854259490967, "text": "Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 1.3436066062237181e-05 }, { "score": 0.42896461486816406, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP", "probability": 1.1674672799989353e-05 }, { "score": -0.01086735725402832, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws,", "probability": 7.5201779808146625e-06 }, { "score": -0.21963167190551758, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.", "probability": 6.10327486779001e-06 }, { "score": -0.24585771560668945, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 5.945290817773008e-06 }, { "score": -0.26564931869506836, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement.", "probability": 5.828780745348722e-06 }, { "score": -0.29036903381347656, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement", "probability": 5.6864612417520865e-06 }, { "score": -0.3697929382324219, "text": "Unless", "probability": 5.252290275159565e-06 }, { "score": -0.7655982971191406, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement;", "probability": 3.535514613722213e-06 }, { "score": -0.8025708198547363, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP\n\nBy: White Hat SP GP LLC, its General Partner\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat SP GP LLC\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat Capital Partners LP", "probability": 3.407184678250002e-06 }, { "score": -0.8060736656188965, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc.", "probability": 3.395270714402935e-06 }, { "score": -1.3035435676574707, "text": "constitute notice) to:\n\nOlshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attention: Elizabeth Gonzalez-Sussman E-mail: egonzalez@olshanlaw.com\n\n(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 2.0645527044586536e-06 }, { "score": -1.3736529350280762, "text": "Except as otherwise contemplated in this Agreement,", "probability": 1.924765664435915e-06 }, { "score": -1.6533408164978027, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP\n\nBy: White Hat SP GP LLC, its General Partner\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat SP GP LLC\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat Capital Partners LP\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Partner\n\nWhite Hat Capital Partners LP", "probability": 1.4551607070420526e-06 }, { "score": -1.6810564994812012, "text": "Unless earlier terminated as provided in this Agreement,", "probability": 1.4153837038243125e-06 }, { "score": -1.7178707122802734, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws,", "probability": 1.3642249297256333e-06 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.231500625610352, "probability": 0.9999996438347413 }, { "score": -4.093353748321533, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 8.132155469786359e-08 }, { "score": -4.7916107177734375, "text": "The White Hat Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2020 Annual Meeting.", "probability": 4.0453539282794286e-08 }, { "score": -4.85216760635376, "text": "Unless", "probability": 3.8076498282089794e-08 }, { "score": -5.033691883087158, "text": "Except", "probability": 3.1755723349942e-08 }, { "score": -5.034180164337158, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not,", "probability": 3.1740221410611185e-08 }, { "score": -5.797875881195068, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws,", "probability": 1.4789078571075361e-08 }, { "score": -5.8529205322265625, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.3997018224185173e-08 }, { "score": -5.989522457122803, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 1.2209842613202538e-08 }, { "score": -6.013786315917969, "text": "Sp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP", "probability": 1.191715000194028e-08 }, { "score": -6.169103145599365, "text": "Except as otherwise contemplated in this Agreement,", "probability": 1.0202795073560308e-08 }, { "score": -6.262091636657715, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows:", "probability": 9.296827551911758e-09 }, { "score": -6.2792181968688965, "text": "The", "probability": 9.138960592824584e-09 }, { "score": -6.314560890197754, "text": "The White Hat Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2020 Annual Meeting. 5. Support Period Covenants. Except", "probability": 8.821606223734961e-09 }, { "score": -6.315049171447754, "text": "The White Hat Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2020 Annual Meeting. 5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not,", "probability": 8.817299850267298e-09 }, { "score": -6.387575149536133, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this", "probability": 8.200455533840704e-09 }, { "score": -6.478307247161865, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4,", "probability": 7.489167236791413e-09 }, { "score": -6.636908054351807, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 6.39078303019674e-09 }, { "score": -6.677003860473633, "text": "The", "probability": 6.139608603059062e-09 }, { "score": -6.804046630859375, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 5.407128763352625e-09 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Change Of Control": [ { "text": "", "score": 12.210935592651367, "probability": 0.9995238412502155 }, { "score": 3.720452308654785, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.00020531615318643412 }, { "score": 2.887787342071533, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 8.928969067372045e-05 }, { "score": 2.774197816848755, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 7.970214588891375e-05 }, { "score": 1.4470020532608032, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock", "probability": 2.1138599859233913e-05 }, { "score": 1.3417946100234985, "text": "(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 1.9027652259190018e-05 }, { "score": 1.0402181148529053, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 1.4073826672327565e-05 }, { "score": 0.7798461318016052, "text": "(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 1.0847610496178475e-05 }, { "score": 0.37140947580337524, "text": "Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 7.210282764945814e-06 }, { "score": 0.21108222007751465, "text": "Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 6.142187279943348e-06 }, { "score": 0.0048902034759521484, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP\n\nBy: White Hat SP GP LLC, its General Partner\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat SP GP LLC\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat Capital Partners LP\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Partner\n\nWhite Hat Capital Partners LP", "probability": 4.9977554249895165e-06 }, { "score": -0.18421053886413574, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP\n\nBy: White Hat SP GP LLC, its General Partner\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat SP GP LLC\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat Capital Partners LP", "probability": 4.136657746992937e-06 }, { "score": -0.40056711435317993, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock", "probability": 3.331862906033644e-06 }, { "score": -0.7443194389343262, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP", "probability": 2.362639093549618e-06 }, { "score": -0.9985942244529724, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows:", "probability": 1.8321762513819917e-06 }, { "score": -1.0579276084899902, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock. (b) Each of the White Hat Parties has the power and authority to execute and deliver this Agreement. This Agreement", "probability": 1.7266292278805654e-06 }, { "score": -1.168588638305664, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement", "probability": 1.5457512758646494e-06 }, { "score": -1.288381576538086, "text": "Unless", "probability": 1.3712422991065221e-06 }, { "score": -1.498112678527832, "text": "(a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 1.1118063273812972e-06 }, { "score": -1.6100361347198486, "text": "Unless", "probability": 9.940801502158883e-07 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": [ { "score": 15.484082221984863, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto.", "probability": 0.9523593892076482 }, { "text": "", "score": 12.06387996673584, "probability": 0.031147694136260597 }, { "score": 11.320616722106934, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto", "probability": 0.014812582275535967 }, { "score": 8.431618690490723, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.000824052482892945 }, { "score": 6.9679718017578125, "text": "Agreement may not be assigned without the prior written consent of the other Party hereto.", "probability": 0.00019067822699750703 }, { "score": 6.865413188934326, "text": ".", "probability": 0.0001720919142329724 }, { "score": 6.264348983764648, "text": "This", "probability": 9.434558850204426e-05 }, { "score": 6.133701324462891, "text": "may not be assigned without the prior written consent of the other Party hereto.", "probability": 8.279079259666279e-05 }, { "score": 5.922780513763428, "text": "not be assigned without the prior written consent of the other Party hereto.", "probability": 6.704714602770189e-05 }, { "score": 5.842018127441406, "text": "This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto.", "probability": 6.184514860357862e-05 }, { "score": 5.3964524269104, "text": "(c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto.", "probability": 3.960945914887884e-05 }, { "score": 5.226465702056885, "text": "be assigned without the prior written consent of the other Party hereto.", "probability": 3.3417550708257055e-05 }, { "score": 5.153393745422363, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 3.10627476246271e-05 }, { "score": 4.764596462249756, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries.", "probability": 2.105655667174816e-05 }, { "score": 4.475284576416016, "text": "without the prior written consent of the other Party hereto.", "probability": 1.57666997736731e-05 }, { "score": 4.1349592208862305, "text": "the other Party hereto.", "probability": 1.1218618353445953e-05 }, { "score": 4.0584564208984375, "text": "other Party hereto.", "probability": 1.0392370707456868e-05 }, { "score": 3.9087696075439453, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole", "probability": 8.94759819136646e-06 }, { "score": 3.7978787422180176, "text": "This Agreement may not be assigned without", "probability": 8.008426280603173e-06 }, { "score": 3.7972075939178467, "text": "Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto.", "probability": 8.003053242172392e-06 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.042442321777344, "probability": 0.9998725785041334 }, { "score": 2.945488452911377, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.00011199220374847497 }, { "score": -0.127044677734375, "text": "The", "probability": 5.1856548402539666e-06 }, { "score": -1.0950889587402344, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders,", "probability": 1.9696420935276616e-06 }, { "score": -1.3017339706420898, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position)", "probability": 1.6019262893247919e-06 }, { "score": -1.696881651878357, "text": "White Hat Capital Partners LP", "probability": 1.079026401745918e-06 }, { "score": -2.0215303897857666, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 7.798999917581521e-07 }, { "score": -2.102053642272949, "text": "White Hat Capital Partners LP\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Partner\n\nWhite Hat Capital Partners LP", "probability": 7.195618199040687e-07 }, { "score": -2.44942045211792, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 5.084036066639976e-07 }, { "score": -2.4879283905029297, "text": "sole", "probability": 4.891981856772118e-07 }, { "score": -2.5553455352783203, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of this Agreement, (iii) to ratify the appointment of the Company's independent registered public accounting firm, and (iv) in accordance with the Board's recommendation with respect to the Company's \"say-on-pay\" proposal and new equity compensation plan (collectively, the \"2020 Proposals\"),", "probability": 4.5730499356586005e-07 }, { "score": -2.781644344329834, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 3.646914819510759e-07 }, { "score": -2.812938690185547, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such", "probability": 3.5345543000636263e-07 }, { "score": -2.9543423652648926, "text": "White Hat Capital Partners LP", "probability": 3.0684837107710434e-07 }, { "score": -2.9832515716552734, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock", "probability": 2.9810462452528975e-07 }, { "score": -3.0708446502685547, "text": "(d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 2.731036614233112e-07 }, { "score": -3.0782718658447266, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date", "probability": 2.710827757220814e-07 }, { "score": -3.1070632934570312, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 2.633892015557613e-07 }, { "score": -3.139099597930908, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting", "probability": 2.550849144636208e-07 }, { "score": -3.147648811340332, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position", "probability": 2.529134345409177e-07 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.951565742492676, "probability": 0.8681790982870518 }, { "score": 10.041594505310059, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.12856399431795723 }, { "score": 5.726431846618652, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000", "probability": 0.0017181774929517575 }, { "score": 4.370944499969482, "text": "provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.00044298329665535364 }, { "score": 4.203762054443359, "text": "The", "probability": 0.0003747839095730848 }, { "score": 3.6600358486175537, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders,", "probability": 0.00021759236192441775 }, { "score": 3.3436379432678223, "text": "The", "probability": 0.00015857465748562297 }, { "score": 2.627202033996582, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date", "probability": 7.746216303934076e-05 }, { "score": 1.8585762977600098, "text": "The Company shall", "probability": 3.5915317006264295e-05 }, { "score": 1.8489108085632324, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position)", "probability": 3.556985014037522e-05 }, { "score": 1.7847700119018555, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (", "probability": 3.335999995693848e-05 }, { "score": 1.6531662940979004, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position", "probability": 2.9246323059127607e-05 }, { "score": 1.5252070426940918, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000. (i) Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision in this Agreement.", "probability": 2.573352475477386e-05 }, { "score": 1.4325108528137207, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting", "probability": 2.3455345385185704e-05 }, { "score": 1.1969846487045288, "text": "however, that such reimbursement shall not exceed $55,000.", "probability": 1.8533357434354755e-05 }, { "score": 1.1123042106628418, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than", "probability": 1.7028557284386756e-05 }, { "score": 0.8718276023864746, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such", "probability": 1.3388754881373786e-05 }, { "score": 0.764155387878418, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided", "probability": 1.2022055873088045e-05 }, { "score": 0.7476167678833008, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement;", "probability": 1.1824862804818508e-05 }, { "score": 0.698275089263916, "text": "The Company", "probability": 1.1255564781100883e-05 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.203478813171387, "probability": 0.9926932186005305 }, { "score": 7.094478130340576, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.005997969465141377 }, { "score": 4.438687324523926, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders,", "probability": 0.00042131697605857823 }, { "score": 4.12282657623291, "text": "The", "probability": 0.0003072078991581224 }, { "score": 3.379755735397339, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting", "probability": 0.0001461237511802409 }, { "score": 3.0968873500823975, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000", "probability": 0.00011012163066059376 }, { "score": 2.2971861362457275, "text": "provided, however, that such reimbursement shall not exceed $55,000.", "probability": 4.949562463031311e-05 }, { "score": 2.136716842651367, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (", "probability": 4.215760017496165e-05 }, { "score": 2.1283516883850098, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position)", "probability": 4.180641624772476e-05 }, { "score": 1.8896212577819824, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date", "probability": 3.29278694817575e-05 }, { "score": 1.874084711074829, "text": "The", "probability": 3.242023773292774e-05 }, { "score": 1.3238697052001953, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of this Agreement, (iii) to ratify the appointment of the Company's independent registered public accounting firm, and (iv) in accordance with the Board's recommendation with respect to the Company's \"say-on-pay\" proposal and new equity compensation plan (collectively, the \"2020 Proposals\"), provided, that with respect to the proposals described in clauses (ii) through (iv) of this Section 4,", "probability": 1.8700828792174617e-05 }, { "score": 1.2499690055847168, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such", "probability": 1.736865497915321e-05 }, { "score": 1.2310128211975098, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock", "probability": 1.704251252723186e-05 }, { "score": 1.0814075469970703, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for", "probability": 1.4674417698722861e-05 }, { "score": 1.0746235847473145, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than", "probability": 1.4575203914802258e-05 }, { "score": 1.0196642875671387, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position", "probability": 1.379577554929262e-05 }, { "score": 0.7410979270935059, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties", "probability": 1.0441581599745273e-05 }, { "score": 0.6505084037780762, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders", "probability": 9.537262951081279e-06 }, { "score": 0.6033225059509277, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if", "probability": 9.097690990936163e-06 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.029606819152832, "probability": 0.9653092452120071 }, { "score": 8.575359344482422, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.030514471200837848 }, { "score": 4.960577964782715, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting", "probability": 0.0008215353240243106 }, { "score": 4.898883819580078, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders,", "probability": 0.0007723831929263381 }, { "score": 4.825911998748779, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000", "probability": 0.000718028290397545 }, { "score": 4.472918510437012, "text": "The", "probability": 0.0005044735859969843 }, { "score": 3.6604793071746826, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position)", "probability": 0.00022387240709138872 }, { "score": 3.4257991313934326, "text": "provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.00017704361286412652 }, { "score": 3.0417532920837402, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of this Agreement, (iii) to ratify the appointment of the Company's independent registered public accounting firm, and (iv) in accordance with the Board's recommendation with respect to the Company's \"say-on-pay\" proposal and new equity compensation plan (collectively, the \"2020 Proposals\"), provided, that with respect to the proposals described in clauses (ii) through (iv) of this Section 4, the White Hat Parties may vote in accordance with the recommendation of Institutional Shareholders Services", "probability": 0.00012058444106893699 }, { "score": 2.9582812786102295, "text": "The", "probability": 0.00011092765696691681 }, { "score": 2.941305637359619, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for", "probability": 0.00010906048194296468 }, { "score": 2.9110827445983887, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position", "probability": 0.00010581366985847766 }, { "score": 2.829657554626465, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such", "probability": 9.753921729688944e-05 }, { "score": 2.786773204803467, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of this Agreement, (iii) to ratify the appointment of the Company's independent registered public accounting firm, and (iv) in accordance with the Board's recommendation with respect to the Company's \"say-on-pay\" proposal and new equity compensation plan (collectively, the \"2020 Proposals\"), provided, that with respect to the proposals described in clauses (ii) through (iv) of this Section 4,", "probability": 9.344473350199708e-05 }, { "score": 2.6071605682373047, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than", "probability": 7.808184250076387e-05 }, { "score": 2.3929929733276367, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such", "probability": 6.302868527054667e-05 }, { "score": 2.132472038269043, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall", "probability": 4.857305772843412e-05 }, { "score": 2.0512313842773438, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date", "probability": 4.47829889094027e-05 }, { "score": 2.051176071166992, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders", "probability": 4.4780511891501695e-05 }, { "score": 1.994896411895752, "text": "The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of this Agreement, (iii) to ratify the appointment of the Company's independent registered public accounting firm, and (iv) in accordance with the Board's recommendation with respect to the Company's \"say-on-pay\" proposal and new equity compensation plan (collectively, the \"2020 Proposals\"), provided, that with respect to the proposals described in clauses (ii) through (iv) of this Section 4, the White Hat Parties may vote in accordance with the recommendation of Institutional Shareholders Services to the extent such recommendation differs from the voting", "probability": 4.2329886917843104e-05 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.18274974822998, "probability": 0.6810756409059446 }, { "score": 11.325281143188477, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto.", "probability": 0.28893587226787126 }, { "score": 9.012334823608398, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto", "probability": 0.028595759815725975 }, { "score": 5.566403388977051, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.0009114915220641238 }, { "score": 4.051164150238037, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto.", "probability": 0.0002003053704320852 }, { "score": 3.274212121963501, "text": "This", "probability": 9.210148123033593e-05 }, { "score": 2.564281940460205, "text": ".", "probability": 4.528432039725964e-05 }, { "score": 2.2755675315856934, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 3.3928196899351774e-05 }, { "score": 1.9268722534179688, "text": "Agreement may not be assigned without the prior written consent of the other Party hereto.", "probability": 2.394001094788314e-05 }, { "score": 1.7504029273986816, "text": "This Agreement may not be assigned", "probability": 2.0067103477982042e-05 }, { "score": 0.9874122142791748, "text": "(c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto.", "probability": 9.356685535249e-06 }, { "score": 0.9804372787475586, "text": "may not be assigned without the prior written consent of the other Party hereto.", "probability": 9.291650328699385e-06 }, { "score": 0.8404684066772461, "text": "This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto.", "probability": 8.078024181956028e-06 }, { "score": 0.7093124389648438, "text": "not be assigned without the prior written consent of the other Party hereto.", "probability": 7.085081264275457e-06 }, { "score": 0.6926689147949219, "text": "to.", "probability": 6.9681364296299614e-06 }, { "score": 0.49783945083618164, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.", "probability": 5.734602029306872e-06 }, { "score": 0.38483190536499023, "text": "the other Party hereto.", "probability": 5.1218249412497294e-06 }, { "score": 0.3629183769226074, "text": "This Agreement may not be assigned without", "probability": 5.010808508102707e-06 }, { "score": 0.32346415519714355, "text": "This Agreement may not be assigned without the prior written consent of the other Party hereto", "probability": 4.816960171117475e-06 }, { "score": 0.1732797622680664, "text": "be assigned without the prior written consent of the other Party hereto.", "probability": 4.145231619527766e-06 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.147226333618164, "probability": 0.9999926147761147 }, { "score": -0.34265995025634766, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 3.764506921154679e-06 }, { "score": -1.9628031253814697, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 7.448843658403939e-07 }, { "score": -2.1067686080932617, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 6.450085096624311e-07 }, { "score": -2.1096112728118896, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 6.431775703350586e-07 }, { "score": -2.701508045196533, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock", "probability": 3.558552591941516e-07 }, { "score": -3.1428141593933105, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock,", "probability": 2.288846028097889e-07 }, { "score": -3.3689560890197754, "text": "(d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.8255947841651959e-07 }, { "score": -3.571638822555542, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows:", "probability": 1.4906661633413168e-07 }, { "score": -3.693166732788086, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and", "probability": 1.3200837734256928e-07 }, { "score": -3.8875670433044434, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties", "probability": 1.0868622647886837e-07 }, { "score": -3.9231019020080566, "text": "The", "probability": 1.0489189161333599e-07 }, { "score": -4.465616703033447, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock", "probability": 6.097204101246671e-08 }, { "score": -4.642908573150635, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock", "probability": 5.10662364975895e-08 }, { "score": -4.854832649230957, "text": "not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 4.1313919159738885e-08 }, { "score": -4.906922817230225, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock,", "probability": 3.921695978652536e-08 }, { "score": -4.996631145477295, "text": "(a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 3.5852058048188e-08 }, { "score": -5.001904010772705, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 3.5663512500021274e-08 }, { "score": -5.113037586212158, "text": "The White Hat Parties are the beneficial owners of", "probability": 3.191239626211967e-08 }, { "score": -5.184988021850586, "text": "319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 2.9696942554794228e-08 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__License Grant": [ { "text": "", "score": 11.724455833435059, "probability": 0.9999999068520791 }, { "score": -6.689044952392578, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 1.0072057020057906e-08 }, { "score": -6.689248085021973, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 1.0070011264418906e-08 }, { "score": -6.900289535522461, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows:", "probability": 8.154095976764443e-09 }, { "score": -7.22088623046875, "text": "The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 5.91755691176291e-09 }, { "score": -7.2210893630981445, "text": "The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 5.9163549849472415e-09 }, { "score": -7.312277793884277, "text": ". Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 5.4007191275876725e-09 }, { "score": -7.312395095825195, "text": ".", "probability": 5.400085649906462e-09 }, { "score": -7.312404632568359, "text": ".", "probability": 5.400034150922121e-09 }, { "score": -7.486978530883789, "text": ".", "probability": 4.5350285520532415e-09 }, { "score": -7.486985206604004, "text": ".", "probability": 4.534998277572514e-09 }, { "score": -7.487188339233398, "text": ". Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 4.534077165005267e-09 }, { "score": -7.491575241088867, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 4.514230178697239e-09 }, { "score": -7.857292175292969, "text": "(e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state. (ii) Each Party (A) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (B) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each Party irrevocably waives the right to trial by jury and (D) each Party irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such Party's principal place of business or as otherwise provided by applicable law.", "probability": 3.131517574300156e-09 }, { "score": -7.929546356201172, "text": "6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 2.913233271266394e-09 }, { "score": -7.929749488830566, "text": "6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 2.9126415586320686e-09 }, { "score": -8.007102966308594, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 2.695832181932175e-09 }, { "score": -8.091277122497559, "text": "(ii) Each Party (A) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (B) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each Party irrevocably waives the right to trial by jury and (D) each Party irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such Party's principal place of business or as otherwise provided by applicable law.", "probability": 2.4782007376750327e-09 }, { "score": -8.172945022583008, "text": "(a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 2.283855189824343e-09 }, { "score": -8.173148155212402, "text": "(a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 2.283391311430492e-09 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.980134010314941, "probability": 0.9999833553219606 }, { "score": 0.5550715923309326, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.0918204079024853e-05 }, { "score": -1.2493393421173096, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 1.7968238180237312e-06 }, { "score": -1.4421143531799316, "text": "(d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.481782195764915e-06 }, { "score": -1.9376434087753296, "text": "No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 9.027735737120215e-07 }, { "score": -2.242039918899536, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 6.658572198288629e-07 }, { "score": -2.966068983078003, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 3.2280428111209885e-07 }, { "score": -4.442096710205078, "text": "Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 7.377489308393283e-08 }, { "score": -4.596134185791016, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock", "probability": 6.324278158926066e-08 }, { "score": -4.637009620666504, "text": "Exhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 6.070982588433757e-08 }, { "score": -4.929866313934326, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 4.529736521986532e-08 }, { "score": -4.940804481506348, "text": "(a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 4.4804594963393066e-08 }, { "score": -4.968206882476807, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 4.3593510578654094e-08 }, { "score": -5.064272403717041, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 3.9600540933256756e-08 }, { "score": -5.159477710723877, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows:", "probability": 3.6004267427766824e-08 }, { "score": -5.2412896156311035, "text": "sole", "probability": 3.317596162334323e-08 }, { "score": -5.270954132080078, "text": "(f) Nothing in this Agreement shall be deemed to abridge or limit the fiduciary duties of any member of the Board under Delaware law. 2. Representations of the White Hat Parties. The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 3.220626663905517e-08 }, { "score": -5.344172477722168, "text": ".", "probability": 2.993243586920484e-08 }, { "score": -5.349614143371582, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.", "probability": 2.9769995933883854e-08 }, { "score": -5.551798343658447, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.", "probability": 2.4320432439187143e-08 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.112545013427734, "probability": 0.9999998814708843 }, { "score": -5.884834289550781, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.5269943443204433e-08 }, { "score": -6.2067155838012695, "text": "Sp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP", "probability": 1.1067414067439568e-08 }, { "score": -6.341400146484375, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 9.67282646121174e-09 }, { "score": -6.343135356903076, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 9.65605662576232e-09 }, { "score": -6.535077095031738, "text": "The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 7.969674170391331e-09 }, { "score": -6.536811828613281, "text": "The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 7.955860893615569e-09 }, { "score": -6.558306694030762, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 7.786675556451146e-09 }, { "score": -6.8907294273376465, "text": ".", "probability": 5.584479754287289e-09 }, { "score": -6.892067909240723, "text": ".", "probability": 5.5770100293590875e-09 }, { "score": -6.892464637756348, "text": ". Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 5.574797909283086e-09 }, { "score": -6.978857040405273, "text": "(c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 5.11339549810645e-09 }, { "score": -7.055807113647461, "text": "Sp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP\n\nBy: White Hat SP GP LLC, its General Partner\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat SP GP LLC\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat Capital Partners LP", "probability": 4.7346773903643604e-09 }, { "score": -7.179461479187012, "text": "Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 4.183964432134208e-09 }, { "score": -7.181196212768555, "text": "Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 4.176712660294435e-09 }, { "score": -7.465142250061035, "text": "Exhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP", "probability": 3.1442596433773153e-09 }, { "score": -7.560275077819824, "text": "(a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 2.8589248488264203e-09 }, { "score": -7.562009811401367, "text": "(a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 2.8539696750798375e-09 }, { "score": -7.624385833740234, "text": "Sp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP\n\nBy: White Hat SP GP LLC, its General Partner\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat SP GP LLC\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat Capital Partners LP\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Partner\n\nWhite Hat Capital Partners LP", "probability": 2.681388805349967e-09 }, { "score": -7.629734992980957, "text": "7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 2.6670839232992475e-09 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.174091339111328, "probability": 0.9996841290464537 }, { "score": 4.098171234130859, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.00031083882558388226 }, { "score": -1.275089979171753, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 1.4419744479390255e-06 }, { "score": -1.3336389064788818, "text": "sole", "probability": 1.3599723810942013e-06 }, { "score": -2.2470290660858154, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns,", "probability": 5.455691222973596e-07 }, { "score": -3.083982229232788, "text": "sole and exclusive benefit of the parties hereto", "probability": 2.3624664087423494e-07 }, { "score": -3.2284162044525146, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "probability": 2.0447431580944238e-07 }, { "score": -3.503862142562866, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.", "probability": 1.5524374566352346e-07 }, { "score": -3.6273486614227295, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.", "probability": 1.3720963181501993e-07 }, { "score": -3.8402369022369385, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue.", "probability": 1.1089919934820103e-07 }, { "score": -3.848454236984253, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) This", "probability": 1.0999163748067192e-07 }, { "score": -3.9672205448150635, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (", "probability": 9.767425681598333e-08 }, { "score": -4.034568786621094, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and", "probability": 9.131269183423033e-08 }, { "score": -4.085226058959961, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This", "probability": 8.680224783293915e-08 }, { "score": -4.091259002685547, "text": ".", "probability": 8.62801512297577e-08 }, { "score": -4.127050399780273, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) This Agreement shall", "probability": 8.32466740909907e-08 }, { "score": -4.1841278076171875, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state. (ii) Each Party", "probability": 7.862822796421533e-08 }, { "score": -4.214241027832031, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law;", "probability": 7.62957739257619e-08 }, { "score": -4.2612810134887695, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts,", "probability": 7.278992578079623e-08 }, { "score": -4.496779918670654, "text": "Sp\u014dk Holdings, Inc.", "probability": 5.751689083470222e-08 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.681722640991211, "probability": 0.9999996952606474 }, { "score": -4.472472190856934, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 9.645443304101038e-08 }, { "score": -5.035905838012695, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 5.4906791807430934e-08 }, { "score": -6.21390438079834, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000. (i) Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision in this Agreement. (j) Interpretation and Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any Party by reason of its drafting or preparation.", "probability": 1.6905491507470004e-08 }, { "score": -6.499542236328125, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 1.270506400941929e-08 }, { "score": -6.603713035583496, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 1.1448169584809181e-08 }, { "score": -6.626449108123779, "text": "The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 1.1190819818025906e-08 }, { "score": -6.713070392608643, "text": ".", "probability": 1.026225394749084e-08 }, { "score": -6.713769912719727, "text": ". Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 1.0255077804690248e-08 }, { "score": -6.714785575866699, "text": ".", "probability": 1.024466738772804e-08 }, { "score": -6.728602886199951, "text": "(a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 1.0104087096528621e-08 }, { "score": -6.729302406311035, "text": "(a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 1.009702155593244e-08 }, { "score": -6.933356285095215, "text": "7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 8.23329752791875e-09 }, { "score": -6.934055805206299, "text": "7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 8.227540184640907e-09 }, { "score": -6.988990306854248, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 7.787754657344813e-09 }, { "score": -7.052252769470215, "text": "(h) Reimbursement. The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000. (i) Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision in this Agreement. (j) Interpretation and Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any Party by reason of its drafting or preparation.", "probability": 7.31034246678418e-09 }, { "score": -7.453195571899414, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP", "probability": 4.895651290443472e-09 }, { "score": -7.49824857711792, "text": "for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 4.679982235541481e-09 }, { "score": -7.498948097229004, "text": "for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 4.676709638605338e-09 }, { "score": -7.5704026222229, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 4.3541972675787805e-09 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.010208129882812, "probability": 0.9999998217652191 }, { "score": -5.312162399291992, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 2.9990933806446783e-08 }, { "score": -5.31407356262207, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 2.993367097026703e-08 }, { "score": -5.810418128967285, "text": "Exhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc.", "probability": 1.822217756641696e-08 }, { "score": -6.0890278816223145, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 1.3791185375927612e-08 }, { "score": -6.310967445373535, "text": "Sp\u014dk Holdings, Inc.", "probability": 1.1046239833093503e-08 }, { "score": -6.356314659118652, "text": "IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc.", "probability": 1.0556511461875459e-08 }, { "score": -6.375346660614014, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.0357499722888907e-08 }, { "score": -6.473526954650879, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 9.388922849979277e-09 }, { "score": -6.8614349365234375, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 6.370147293437538e-09 }, { "score": -7.114030838012695, "text": ".", "probability": 4.948213937767365e-09 }, { "score": -7.168696403503418, "text": ".", "probability": 4.684977557193722e-09 }, { "score": -7.170607566833496, "text": ". Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 4.676032350482429e-09 }, { "score": -7.172316551208496, "text": ".", "probability": 4.668047908844758e-09 }, { "score": -7.207976818084717, "text": "The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 4.5045171785503866e-09 }, { "score": -7.475646495819092, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows:", "probability": 3.4466785666400527e-09 }, { "score": -7.552798271179199, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 3.1907603979339365e-09 }, { "score": -7.6462812423706055, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 2.9059962841295417e-09 }, { "score": -7.688079833984375, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement.", "probability": 2.7870332946613183e-09 }, { "score": -7.695931911468506, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.", "probability": 2.76523498628199e-09 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.21247386932373, "probability": 0.9999996817879817 }, { "score": -3.460078001022339, "text": "Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same.", "probability": 1.5613384940681724e-07 }, { "score": -4.889725208282471, "text": "Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses for such communications shall be:", "probability": 3.737740737949935e-08 }, { "score": -5.641733646392822, "text": "Any", "probability": 1.7620412004638734e-08 }, { "score": -5.7203192710876465, "text": "Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses for such communications shall be:\n\n\n\n\n\nExhibit 10.1\n\nIf to the Company or the Board:", "probability": 1.6288712419388414e-08 }, { "score": -6.110320568084717, "text": "Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered:", "probability": 1.1028370416497165e-08 }, { "score": -6.404455184936523, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 8.218078843975982e-09 }, { "score": -6.412985801696777, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows:", "probability": 8.148271735028962e-09 }, { "score": -6.492280006408691, "text": "This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof. (l) Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same.", "probability": 7.527113560325716e-09 }, { "score": -6.64163875579834, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 6.482802449270012e-09 }, { "score": -6.64670467376709, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 6.4500441493422705e-09 }, { "score": -6.854873180389404, "text": "Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses for such communications shall be:\n\n\n\n\n\nExhibit 10.1\n\nIf to the Company or the Board:\n\nSp\u00f4k Holdings, Inc.", "probability": 5.237888551922778e-09 }, { "score": -6.868245601654053, "text": "The addresses for such communications shall be:", "probability": 5.168311543025714e-09 }, { "score": -6.8764214515686035, "text": "(l) Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same.", "probability": 5.126228470399475e-09 }, { "score": -6.910040855407715, "text": "(iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same.", "probability": 4.9567525277764105e-09 }, { "score": -6.935824871063232, "text": "Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same", "probability": 4.830581135556104e-09 }, { "score": -6.982840538024902, "text": "of the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound.", "probability": 4.60872437919805e-09 }, { "score": -7.022974967956543, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 4.427418493925219e-09 }, { "score": -7.052522659301758, "text": ".", "probability": 4.298512317268349e-09 }, { "score": -7.056245803833008, "text": ".", "probability": 4.282538090272373e-09 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.355998992919922, "probability": 0.8528772339959712 }, { "score": 10.563218116760254, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.14200109066957328 }, { "score": 6.992013454437256, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement", "probability": 0.0039933483962199265 }, { "score": 4.525268077850342, "text": "(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.00033887793826122947 }, { "score": 3.9120054244995117, "text": "provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.00018352985009173326 }, { "score": 3.7720556259155273, "text": "Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 0.0001595611966157096 }, { "score": 3.5361382961273193, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement;", "probability": 0.00012602876779095333 }, { "score": 3.3760430812835693, "text": "Unless", "probability": 0.00010738440662784575 }, { "score": 2.208954334259033, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP", "probability": 3.342573909630022e-05 }, { "score": 2.12406587600708, "text": "however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 3.0705376715538794e-05 }, { "score": 2.060548782348633, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc.", "probability": 2.8815708800816327e-05 }, { "score": 1.9265261888504028, "text": "upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 2.520136322830905e-05 }, { "score": 1.8776493072509766, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.", "probability": 2.399921707201031e-05 }, { "score": 1.4171314239501953, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4", "probability": 1.514246917963072e-05 }, { "score": 1.171767234802246, "text": "Unless earlier terminated as provided in this Agreement,", "probability": 1.1847763734303114e-05 }, { "score": 1.0035400390625, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement", "probability": 1.0013277272841918e-05 }, { "score": 0.9540638327598572, "text": "(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement", "probability": 9.529914379615235e-06 }, { "score": 0.8407001495361328, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided", "probability": 8.5085543377694e-06 }, { "score": 0.7652056217193604, "text": ".", "probability": 7.889853148164631e-06 }, { "score": 0.7621195316314697, "text": ", upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 7.865541883240961e-06 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Audit Rights": [ { "text": "", "score": 12.25146484375, "probability": 0.8508041765404405 }, { "score": 10.168367385864258, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 0.10596242333092033 }, { "score": 8.441606521606445, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 0.018846433092514967 }, { "score": 7.666776180267334, "text": "(b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 0.008684096191221798 }, { "score": 7.544008731842041, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company;", "probability": 0.0076808166824207085 }, { "score": 6.539909362792969, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise", "probability": 0.002814055021615086 }, { "score": 6.366034507751465, "text": "or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 0.0023649376460086625 }, { "score": 4.830968856811523, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties.", "probability": 0.000509505824459837 }, { "score": 4.76740026473999, "text": "make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 0.00047812523316352444 }, { "score": 4.708498954772949, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records,", "probability": 0.0004507763787486007 }, { "score": 4.098006725311279, "text": "The White Hat Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2020 Annual Meeting. 5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 0.000244809205185769 }, { "score": 4.038318157196045, "text": "(b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise", "probability": 0.00023062443955984118 }, { "score": 3.82547926902771, "text": "Except", "probability": 0.00018641058675427052 }, { "score": 3.7268502712249756, "text": "attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 0.00016890268129428855 }, { "score": 3.590003490447998, "text": "(a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 0.00014730067676880897 }, { "score": 3.4585306644439697, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company", "probability": 0.00012915369017883508 }, { "score": 3.2073936462402344, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or", "probability": 0.0001004706930714745 }, { "score": 2.926337957382202, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement.", "probability": 7.585399581427093e-05 }, { "score": 2.737576484680176, "text": "or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise", "probability": 6.280589334743213e-05 }, { "score": 2.663510322570801, "text": "the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 5.832219651097715e-05 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.342533111572266, "probability": 0.9991948752897988 }, { "score": 4.916040420532227, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 0.0005947923885959639 }, { "score": 2.967392921447754, "text": "Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 8.473806571668386e-05 }, { "score": 2.3070826530456543, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain. Moreover, in the event of the breach of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence.", "probability": 4.3783395636056174e-05 }, { "score": 2.0992746353149414, "text": "of the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound.", "probability": 3.556800979855625e-05 }, { "score": 0.5581715106964111, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 7.616702308325858e-06 }, { "score": 0.3584352731704712, "text": "Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain. Moreover, in the event of the breach of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence.", "probability": 6.2376734640913e-06 }, { "score": 0.27244436740875244, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 5.723705239387801e-06 }, { "score": 0.2533608675003052, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the", "probability": 5.615512542088301e-06 }, { "score": -0.017504453659057617, "text": "Accordingly", "probability": 4.283059298984693e-06 }, { "score": -0.1520870327949524, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the", "probability": 3.743739449072605e-06 }, { "score": -0.4383418560028076, "text": "Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 2.8118148849447942e-06 }, { "score": -0.45557379722595215, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain. Moreover", "probability": 2.763776938345501e-06 }, { "score": -0.45626938343048096, "text": "Moreover, in the event of the breach of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence.", "probability": 2.761855161692943e-06 }, { "score": -1.3558549880981445, "text": "Each", "probability": 1.1233519286985049e-06 }, { "score": -1.6517386436462402, "text": "Moreover, in the event of the breach of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence. (b) Amendments; Waiver. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing without a writing signed by the Parties. No delay on the part of either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either Party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the", "probability": 8.356322573297888e-07 }, { "score": -1.6946156024932861, "text": "Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 8.005601529882198e-07 }, { "score": -1.8031282424926758, "text": "Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly", "probability": 7.182365947249808e-07 }, { "score": -1.9661519527435303, "text": "Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly", "probability": 6.101930140742923e-07 }, { "score": -1.9879478216171265, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 5.970372189563727e-07 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.174951553344727, "probability": 0.8740450244258856 }, { "score": 10.088403701782227, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.10848197586571763 }, { "score": 7.1260986328125, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the", "probability": 0.005608475687512107 }, { "score": 6.6452741622924805, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.0034675715194195295 }, { "score": 6.308620929718018, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.0024763885427153565 }, { "score": 6.13308048248291, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.002077698558408447 }, { "score": 5.927486896514893, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.0016915871544512242 }, { "score": 5.083013534545898, "text": "provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.0007270164829779455 }, { "score": 4.424748420715332, "text": "The", "probability": 0.00037641190509228535 }, { "score": 4.303183555603027, "text": "Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 0.0003333253936333932 }, { "score": 3.624488353729248, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000. (i) Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision in this Agreement. (j) Interpretation and Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any Party by reason of its drafting or preparation.", "probability": 0.00016908879126553933 }, { "score": 3.1623034477233887, "text": "of the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound.", "probability": 0.00010651001976781208 }, { "score": 3.112398624420166, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n", "probability": 0.00010132510813747124 }, { "score": 2.720954179763794, "text": "Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 6.850383952048459e-05 }, { "score": 2.5151960849761963, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 5.5764178468108046e-05 }, { "score": 2.5126543045043945, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement;", "probability": 5.562261815208943e-05 }, { "score": 2.339655637741089, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 4.678633874108377e-05 }, { "score": 2.239197254180908, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000. (i) Severability. If", "probability": 4.231462916931286e-05 }, { "score": 2.0558810234069824, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000", "probability": 3.522713402859464e-05 }, { "score": 2.002075433731079, "text": "The", "probability": 3.338180693583987e-05 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.151723861694336, "probability": 0.988373707988994 }, { "score": 7.690306186676025, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.01141174625487136 }, { "score": 3.049160957336426, "text": "provided, however, that such reimbursement shall not exceed $55,000.", "probability": 0.00011008504988415245 }, { "score": 2.345557928085327, "text": "The", "probability": 5.4470006926432394e-05 }, { "score": 1.0482234954833984, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000", "probability": 1.4884431277140247e-05 }, { "score": 0.007420063018798828, "text": "The Company shall", "probability": 5.25674678509432e-06 }, { "score": -0.2468571662902832, "text": "however, that such reimbursement shall not exceed $55,000.", "probability": 4.0764851088158025e-06 }, { "score": -0.2638721466064453, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000. (i) Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision in this Agreement.", "probability": 4.0077105530196506e-06 }, { "score": -0.36943960189819336, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement;", "probability": 3.6061931562049333e-06 }, { "score": -0.4039463996887207, "text": "; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 3.4838774761170123e-06 }, { "score": -0.5873141288757324, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided", "probability": 2.9001955379394603e-06 }, { "score": -0.9828295707702637, "text": "(h) Reimbursement. The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 1.9527970309726943e-06 }, { "score": -1.0849785804748535, "text": "reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 1.7631706782620788e-06 }, { "score": -1.2634787559509277, "text": "The Company", "probability": 1.474934429931332e-06 }, { "score": -1.2811212539672852, "text": "such reimbursement shall not exceed $55,000.", "probability": 1.449141100585558e-06 }, { "score": -1.4727182388305664, "text": "The Company shall reimburse the White Hat Parties", "probability": 1.1964682013697626e-06 }, { "score": -1.6355218887329102, "text": ".", "probability": 1.0167084523084213e-06 }, { "score": -1.6466312408447266, "text": "Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000.", "probability": 1.0054759883388334e-06 }, { "score": -1.6624736785888672, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement", "probability": 9.896723125018644e-07 }, { "score": -1.728227138519287, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall", "probability": 9.266912356288048e-07 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.78121566772461, "probability": 0.9999604537668406 }, { "score": 1.2523198127746582, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement.", "probability": 2.6751088283216412e-05 }, { "score": -0.48139452934265137, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed.", "probability": 4.724968120230974e-06 }, { "score": -0.4835371971130371, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain.", "probability": 4.714854921804979e-06 }, { "score": -2.4522581100463867, "text": "The", "probability": 6.583604068563455e-07 }, { "score": -2.515101432800293, "text": "Except", "probability": 6.182600670497098e-07 }, { "score": -2.9268946647644043, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws,", "probability": 4.095733292388296e-07 }, { "score": -3.294691562652588, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement.", "probability": 2.8353031808653335e-07 }, { "score": -3.3308262825012207, "text": "Except as otherwise contemplated in this Agreement,", "probability": 2.734679252111104e-07 }, { "score": -3.9643402099609375, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof", "probability": 1.4513588075241357e-07 }, { "score": -4.00302791595459, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 1.3962813445763893e-07 }, { "score": -4.039681911468506, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement.", "probability": 1.3460286613932138e-07 }, { "score": -4.054600715637207, "text": "three (3) months after the date of this Agreement.", "probability": 1.3260965745289324e-07 }, { "score": -4.517666339874268, "text": "3) months after the date of this Agreement.", "probability": 8.345806434877106e-08 }, { "score": -4.518971920013428, "text": "Except as otherwise contemplated in this Agreement, at all times during the period", "probability": 8.334917425534352e-08 }, { "score": -4.551637172698975, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement", "probability": 8.06705397291849e-08 }, { "score": -4.557477951049805, "text": "Except as otherwise contemplated in this Agreement, at all times", "probability": 8.020073433737046e-08 }, { "score": -4.5831685066223145, "text": "The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain. Moreover, in the event of the breach of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence. (b) Amendments; Waiver. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing without a writing signed by the Parties.", "probability": 7.816657414600731e-08 }, { "score": -4.59400749206543, "text": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "probability": 7.732390288744166e-08 }, { "score": -4.598409652709961, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws", "probability": 7.698425877773274e-08 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Insurance": [ { "text": "", "score": 12.127817153930664, "probability": 0.9999933603538862 }, { "score": 0.08026683330535889, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 5.8588515178782064e-06 }, { "score": -2.510406017303467, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 4.392356363104659e-07 }, { "score": -3.7560062408447266, "text": "Exhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.263980181634064e-07 }, { "score": -5.193926811218262, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 3.0009537029609575e-08 }, { "score": -5.357525825500488, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 2.5480570430792338e-08 }, { "score": -5.683729648590088, "text": ".", "probability": 1.838825958179926e-08 }, { "score": -5.928447723388672, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows:", "probability": 1.4396632426458833e-08 }, { "score": -5.953855514526367, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.", "probability": 1.4035453604598534e-08 }, { "score": -5.979986190795898, "text": "This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.3673448033604343e-08 }, { "score": -6.030174255371094, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.", "probability": 1.30041402558514e-08 }, { "score": -6.03418493270874, "text": "no other person or entity.", "probability": 1.2952089294808875e-08 }, { "score": -6.118152618408203, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue.", "probability": 1.1908940552248753e-08 }, { "score": -6.207736015319824, "text": "benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 1.0888487386952906e-08 }, { "score": -6.274075031280518, "text": "for the benefit of no other person or entity.", "probability": 1.0189594087727406e-08 }, { "score": -6.390928745269775, "text": "exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 9.06583813308435e-09 }, { "score": -6.410927772521973, "text": "The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000. (i) Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision in this Agreement. (j) Interpretation and Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any Party by reason of its drafting or preparation.", "probability": 8.886331154617974e-09 }, { "score": -6.435288429260254, "text": "sole", "probability": 8.672469769673937e-09 }, { "score": -6.613727569580078, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns,", "probability": 7.255171128832764e-09 }, { "score": -6.746360778808594, "text": "sole", "probability": 6.353979214140886e-09 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.203155517578125, "probability": 0.49871312440695553 }, { "score": 11.241159439086914, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the", "probability": 0.19057292904777673 }, { "score": 10.845884323120117, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.128349862366436 }, { "score": 10.012344360351562, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n", "probability": 0.05576909551924026 }, { "score": 9.861164093017578, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.047944284871057626 }, { "score": 9.58548355102539, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the", "probability": 0.03639236729262895 }, { "score": 8.523120880126953, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.012578592888971486 }, { "score": 8.47426700592041, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n", "probability": 0.011978849077980231 }, { "score": 7.79248046875, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n", "probability": 0.006057856233318673 }, { "score": 7.6462082862854, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.005233518462977922 }, { "score": 6.545337677001953, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for", "probability": 0.0017405709452684142 }, { "score": 6.217545032501221, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 0.001254102960331306 }, { "score": 5.42692756652832, "text": "Each Party (A) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (B) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each Party irrevocably waives the right to trial by jury and (D) each Party irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such Party's principal place of business or as otherwise provided by applicable law.", "probability": 0.000568816767838538 }, { "score": 5.402246475219727, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1", "probability": 0.0005549495818288318 }, { "score": 5.395857334136963, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise.", "probability": 0.0005514152334050623 }, { "score": 5.232824802398682, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 0.0004684622833182272 }, { "score": 5.085022449493408, "text": "of the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound.", "probability": 0.0004040963098797078 }, { "score": 4.950223922729492, "text": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "probability": 0.0003531365161863319 }, { "score": 4.800656318664551, "text": "Each Party (A) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement,", "probability": 0.0003040788702938391 }, { "score": 4.429954528808594, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n", "probability": 0.00020989036430630462 } ], "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": [ { "score": 12.735788345336914, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.4577785249416814 }, { "score": 12.099843978881836, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.24236409752507546 }, { "text": "", "score": 12.048526763916016, "probability": 0.23024038509979744 }, { "score": 9.469724655151367, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 0.017467147081988408 }, { "score": 9.304057121276855, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 0.014800400971916367 }, { "score": 8.975760459899902, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity", "probability": 0.010658499102895999 }, { "score": 8.615323066711426, "text": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 0.0074329306711827985 }, { "score": 8.01034927368164, "text": "The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "probability": 0.004059039728258244 }, { "score": 7.719410419464111, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns,", "probability": 0.0030343813685220545 }, { "score": 7.68833065032959, "text": "This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.0029415239639994763 }, { "score": 7.643807411193848, "text": "Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.002813430516202785 }, { "score": 7.522015571594238, "text": "No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.00249082186782886 }, { "score": 6.741003513336182, "text": "(d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "probability": 0.001140652725931707 }, { "score": 6.444482803344727, "text": "This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.", "probability": 0.0008479615002817572 }, { "score": 5.9176130294799805, "text": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and", "probability": 0.000500679141747877 }, { "score": 5.817216873168945, "text": "sole and exclusive benefit 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"score": 4.736361026763916, "text": "RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 0.10705148951819755 }, { "score": 4.652822017669678, "text": "RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 0.09847186964930249 }, { "score": 3.607574462890625, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 0.034623178800144996 }, { "score": 3.5682482719421387, "text": "RMR Group Inc.,", "probability": 0.03328800674632367 }, { "score": 3.524035692214966, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 0.03184831876570379 }, { "score": 3.3880977630615234, "text": "RMR Group Inc", "probability": 0.027800295926146225 }, { "score": 3.3516249656677246, "text": "RMR", "probability": 0.026804609475225446 }, { "score": 3.2888667583465576, "text": "ABP TRUST", "probability": 0.025174099308631695 }, { "score": 3.2069759368896484, "text": "RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP", "probability": 0.023194724006418938 }, { "score": 3.2053279876708984, "text": "ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 0.02315653175720041 }, { "score": 2.717585325241089, "text": "ADAM D. PORTNOY", "probability": 0.014218361996844814 }, { "score": 2.4394617080688477, "text": "The RMR Group Inc.,", "probability": 0.010766189379200363 }, { "score": 2.2593111991882324, "text": "The RMR Group Inc", "probability": 0.008991323902917608 }, { "score": 2.2228384017944336, "text": "The RMR", "probability": 0.008669293540012179 }, { "score": 2.0781893730163574, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP", "probability": 0.007501764619143807 }, { "score": 1.7594815492630005, "text": "ABP", "probability": 0.005454442704111904 }, { "score": 0.13486957550048828, "text": "R", "probability": 0.0010744602880776298 }, { "score": -0.14253616333007812, "text": "RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TR", "probability": 0.000814169046322215 }, { "score": -0.5223727226257324, "text": "RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy", "probability": 0.0005568697991097967 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Agreement Date": [ { "score": 15.366033554077148, "text": "January 22, 2020", "probability": 0.9958994330875831 }, { "score": 8.831945419311523, "text": "January 22, 2020 (", "probability": 0.0014470950699755447 }, { "score": 8.800592422485352, "text": "January 22, 2020 (Date)", "probability": 0.0014024281821764936 }, { "score": 7.246053218841553, "text": "January", "probability": 0.0002963144511576578 }, { "score": 7.209436893463135, "text": ", 2020", "probability": 0.00028566074489505615 }, { "score": 7.13014554977417, "text": "22, 2020", "probability": 0.00026388504068801833 }, { "score": 6.783893585205078, "text": "January 22, 2020 (Date", "probability": 0.0001866549250941116 }, { "score": 5.92952823638916, "text": "January 22,", "probability": 7.943159753924819e-05 }, { "score": 5.636655807495117, "text": "January 22", "probability": 5.926529049165034e-05 }, { "score": 5.040914535522461, "text": "2020", "probability": 3.2664293588659607e-05 }, { "score": 5.038935661315918, "text": "December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 3.259971897419409e-05 }, { "text": "", "score": 2.9480643272399902, "probability": 4.028654035063302e-06 }, { "score": 2.6888341903686523, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 3.108692429061073e-06 }, { "score": 1.8920421600341797, "text": "31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.4013137180041465e-06 }, { "score": 1.8656538724899292, "text": "(", "probability": 1.3648190818535955e-06 }, { "score": 1.834301471710205, "text": "(Date)", "probability": 1.3226925614953015e-06 }, { "score": 1.4555907249450684, "text": "as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 9.057053301891527e-07 }, { "score": 1.4482598304748535, "text": ", 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 8.990899778442234e-07 }, { "score": 1.2964701652526855, "text": "hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 7.724702145648258e-07 }, { "score": 1.2856545448303223, "text": "of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 7.641604883629103e-07 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Effective Date": [ { "score": 15.164076805114746, "text": "January 22, 2020", "probability": 0.9936701655954886 }, { "score": 8.98755168914795, "text": "January 22, 2020 (", "probability": 0.0020644837811925405 }, { "score": 8.805654525756836, "text": "January 22, 2020 (Date)", "probability": 0.0017211334336939119 }, { "score": 8.721296310424805, "text": "December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 0.0015818971135435071 }, { "score": 6.918525695800781, "text": ", 2020", "probability": 0.00026076236036992606 }, { "score": 6.752086162567139, "text": "January", "probability": 0.00022078071357934092 }, { "score": 6.5848069190979, "text": "January 22, 2020 (Date", "probability": 0.0001867723917683047 }, { "score": 6.378983020782471, "text": "22, 2020", "probability": 0.00015202832024361775 }, { "score": 5.099819183349609, "text": "January 22", "probability": 4.2304902744057655e-05 }, { "score": 4.9688591957092285, "text": "2020", "probability": 3.711209754385732e-05 }, { "score": 4.431609630584717, "text": "January 22,", "probability": 2.1686575546179853e-05 }, { "score": 3.491978168487549, "text": "31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 8.474502661948281e-06 }, { "text": "", "score": 3.330655097961426, "probability": 7.211946578904972e-06 }, { "score": 3.310114860534668, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 7.065322485747175e-06 }, { "score": 2.783289909362793, "text": "as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 4.171908935935285e-06 }, { "score": 2.7496721744537354, "text": ", 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 4.033990056294285e-06 }, { "score": 2.544771671295166, "text": "December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (", "probability": 3.2866061644553216e-06 }, { "score": 2.3628745079040527, "text": "December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 2.7400010620383772e-06 }, { "score": 2.0851683616638184, "text": "(", "probability": 2.07560392964062e-06 }, { "score": 1.9498066902160645, "text": "2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.8128324113872723e-06 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Expiration Date": [ { "text": "", "score": 11.072212219238281, "probability": 0.9999999420911998 }, { "score": -6.540027141571045, "text": "January 22, 2020", "probability": 2.2444069584128897e-08 }, { "score": -7.539323806762695, "text": "January", "probability": 8.262521051710386e-09 }, { "score": -7.583533763885498, "text": "January 22, 2020 (Date)", "probability": 7.905192293458964e-09 }, { "score": -8.422418594360352, "text": "January 22,", "probability": 3.4165626257032276e-09 }, { "score": -9.05666446685791, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.8119236898078831e-09 }, { "score": -9.152751922607422, "text": "January 22", "probability": 1.6459235202831793e-09 }, { "score": -9.416122436523438, "text": "December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.2648216489609008e-09 }, { "score": -9.449422836303711, "text": "January 22, 2020 (", "probability": 1.2233961532318568e-09 }, { "score": -9.490180969238281, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.174535312395071e-09 }, { "score": -9.522777557373047, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.1368667373771767e-09 }, { "score": -9.526885986328125, "text": "January 22, 2020 (Date", "probability": 1.1322055827230175e-09 }, { "score": -9.541099548339844, "text": "January 22, 2020 (Date) ABP TRUST", "probability": 1.116226735640017e-09 }, { "score": -9.56944465637207, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.085031374785417e-09 }, { "score": -9.591384887695312, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.0614847887533157e-09 }, { "score": -9.639432907104492, "text": "January 22, 2020 (Date) ABP TRUST /s/", "probability": 1.0116884347822745e-09 }, { "score": -10.055961608886719, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 6.67038142804643e-10 }, { "score": -10.100171089172363, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 6.381910880874208e-10 }, { "score": -10.415419578552246, "text": "December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 4.656290374962981e-10 }, { "score": -10.45962905883789, "text": "December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 4.45492218534032e-10 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Renewal Term": [ { "text": "", "score": 11.231168746948242, "probability": 0.9999999986634396 }, { "score": -11.740912437438965, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.0552415986987878e-10 }, { "score": -11.760974884033203, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.0342818256684828e-10 }, { "score": -11.886662483215332, "text": "The", "probability": 9.121231167709088e-11 }, { "score": -11.97012710571289, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 8.390836092217015e-11 }, { "score": -12.002886772155762, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 8.120408838653338e-11 }, { "score": -12.02670955657959, "text": "The undersigned hereby", "probability": 7.929244167639819e-11 }, { "score": -12.059164047241211, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 7.676035687826022e-11 }, { "score": -12.10207462310791, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 7.35361957758553e-11 }, { "score": -12.134073257446289, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 7.122038689286294e-11 }, { "score": -12.138708114624023, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 7.089105436564256e-11 }, { "score": -12.189140319824219, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 6.740451796676305e-11 }, { "score": -12.191964149475098, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 6.721444757982446e-11 }, { "score": -12.252513885498047, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock", "probability": 6.326539404756257e-11 }, { "score": -12.260481834411621, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 6.276330159969145e-11 }, { "score": -12.265840530395508, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 6.242787168361864e-11 }, { "score": -12.285706520080566, "text": "The undersigned hereby agree that", "probability": 6.119991787240292e-11 }, { "score": -12.673009872436523, "text": "January 22, 2020 (Date)", "probability": 4.15477137286874e-11 }, { "score": -12.693073272705078, "text": "January 22, 2020", "probability": 4.0722431980818914e-11 }, { "score": -12.902225494384766, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 3.3036957969039184e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.640630722045898, "probability": 0.9999999991444193 }, { "score": -11.652838706970215, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 7.65199649144251e-11 }, { "score": -11.829756736755371, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 6.411213478779419e-11 }, { "score": -12.056009292602539, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 5.113049552023809e-11 }, { "score": -12.065836906433105, "text": "January 22, 2020", "probability": 5.0630465829135894e-11 }, { "score": -12.106515884399414, "text": "The undersigned hereby", "probability": 4.8612199048031254e-11 }, { "score": -12.13961124420166, "text": "The", "probability": 4.702969208941128e-11 }, { "score": -12.157299041748047, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 4.620515404490913e-11 }, { "score": -12.166897773742676, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 4.5763764931332546e-11 }, { "score": -12.229644775390625, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 4.298046102409355e-11 }, { "score": -12.234764099121094, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 4.2760992374868186e-11 }, { "score": -12.242754936218262, "text": "January 22, 2020 (Date)", "probability": 4.242065784055851e-11 }, { "score": -12.262103080749512, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 4.1607785960959286e-11 }, { "score": -12.334739685058594, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 3.8692690567365663e-11 }, { "score": -12.361761093139648, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 3.7661159066791893e-11 }, { "score": -12.401443481445312, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 3.619593832543005e-11 }, { "score": -12.409372329711914, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 3.5910080979912245e-11 }, { "score": -12.409839630126953, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22", "probability": 3.5893304104391996e-11 }, { "score": -12.411469459533691, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy", "probability": 3.5834851788448484e-11 }, { "score": -12.417512893676758, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 3.561893930522394e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Governing Law": [ { "text": "", "score": 11.981334686279297, "probability": 0.9999999984682315 }, { "score": -10.336663246154785, "text": "The", "probability": 2.0296289558433754e-10 }, { "score": -10.591314315795898, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.5733418535922486e-10 }, { "score": -10.82286262512207, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.24813896886773e-10 }, { "score": -10.836740493774414, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.2309370989260256e-10 }, { "score": -10.891949653625488, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.164820023134906e-10 }, { "score": -10.927871704101562, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 1.1237199189907406e-10 }, { "score": -11.108165740966797, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 9.383338289977733e-11 }, { "score": -11.13509464263916, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 9.134027198548401e-11 }, { "score": -11.163949012756348, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 8.874236667503517e-11 }, { "score": -11.191811561584473, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 8.630390675511079e-11 }, { "score": -11.207831382751465, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 8.493234899025186e-11 }, { "score": -11.217461585998535, "text": "The undersigned hereby", "probability": 8.411835894285533e-11 }, { "score": -12.331981658935547, "text": "January 22, 2020", "probability": 2.759693647229811e-11 }, { "score": -12.34585952758789, "text": "January 22, 2020 (Date)", "probability": 2.7216595080973227e-11 }, { "score": -12.401067733764648, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 2.5754740167750972e-11 }, { "score": -12.436990737915039, "text": "January", "probability": 2.4845973077161264e-11 }, { "score": -12.617284774780273, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 2.0746999905107517e-11 }, { "score": -12.64421272277832, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 2.019578067954787e-11 }, { "score": -12.700929641723633, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.9082215705372157e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Most Favored Nation": [ { "text": "", "score": 11.877365112304688, "probability": 0.9999999959574799 }, { "score": -8.756685256958008, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.0933162008393908e-09 }, { "score": -10.004302978515625, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 3.139874512901984e-10 }, { "score": -10.131389617919922, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 2.7651536296006603e-10 }, { "score": -10.287440299987793, "text": "The", "probability": 2.3656327023971244e-10 }, { "score": -10.374558448791504, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 2.1682651219037664e-10 }, { "score": -10.556775093078613, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 1.807077176638565e-10 }, { "score": -10.668037414550781, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.6167992108970138e-10 }, { "score": -10.676560401916504, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.6030778083813936e-10 }, { "score": -10.704693794250488, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock", "probability": 1.5586062919491008e-10 }, { "score": -10.718692779541016, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 1.5369393965098268e-10 }, { "score": -10.805367469787598, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.4093355381888167e-10 }, { "score": -10.810136795043945, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.4026299618598108e-10 }, { "score": -10.816801071166992, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 1.3933135266245122e-10 }, { "score": -10.874794960021973, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be,", "probability": 1.3148082711216674e-10 }, { "score": -10.903155326843262, "text": "The undersigned hereby agree that", "probability": 1.2780436198999423e-10 }, { "score": -10.930017471313477, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 1.244169628429687e-10 }, { "score": -10.951765060424805, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature)", "probability": 1.2174040370155818e-10 }, { "score": -10.982748985290527, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 1.1802624491756067e-10 }, { "score": -11.860513687133789, "text": "$0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 4.9064821540571475e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Compete": [ { "text": "", "score": 11.062594413757324, "probability": 0.9999999987343111 }, { "score": -11.28473949432373, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 1.9709526816339914e-10 }, { "score": -11.43306827545166, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.6992521448306817e-10 }, { "score": -11.537071228027344, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.5314044980242937e-10 }, { "score": -11.567625045776367, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.4853218297448166e-10 }, { "score": -11.630244255065918, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.395164402873388e-10 }, { "score": -12.467317581176758, "text": "January 22, 2020", "probability": 6.040724932820028e-11 }, { "score": -12.571320533752441, "text": "January 22, 2020 (Date)", "probability": 5.4440380502623195e-11 }, { "score": -12.601875305175781, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 5.280212286760069e-11 }, { "score": -12.867464065551758, "text": "The RMR Group Inc.,", "probability": 4.0486259111811825e-11 }, { "score": -13.015792846679688, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 3.4905131550333465e-11 }, { "score": -13.119795799255371, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 3.145729468279508e-11 }, { "score": -13.150350570678711, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 3.051065998414968e-11 }, { "score": -13.212968826293945, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 2.8658723288820965e-11 }, { "score": -13.457365036010742, "text": "JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 2.2444860676706258e-11 }, { "score": -13.479068756103516, "text": "RMR Group Inc.,", "probability": 2.196297200750236e-11 }, { "score": -13.534320831298828, "text": "ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 2.0782387425318082e-11 }, { "score": -13.556070327758789, "text": "Group Inc.,", "probability": 2.0335260976744653e-11 }, { "score": -13.605693817138672, "text": "JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.9350782999873912e-11 }, { "score": -13.627397537231445, "text": "RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.893532383520464e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Exclusivity": [ { "text": "", "score": 12.129587173461914, "probability": 0.9999999998034166 }, { "score": -12.884366989135742, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.3695495088940646e-11 }, { "score": -12.988077163696289, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 1.2346304389469287e-11 }, { "score": -13.015548706054688, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 1.201174878479144e-11 }, { "score": -13.110006332397461, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.0929085281265677e-11 }, { "score": -13.111612319946289, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.0911547392968473e-11 }, { "score": -13.113946914672852, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.0886103064620274e-11 }, { "score": -13.13688850402832, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 1.0639201544013097e-11 }, { "score": -13.137960433959961, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.062780317564685e-11 }, { "score": -13.145362854003906, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 1.0549422174854292e-11 }, { "score": -13.172721862792969, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature)", "probability": 1.0264712881764e-11 }, { "score": -13.177812576293945, "text": "The undersigned hereby agree that", "probability": 1.0212590950785207e-11 }, { "score": -13.185386657714844, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.013553214861037e-11 }, { "score": -13.230756759643555, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock", "probability": 9.685957756012033e-12 }, { "score": -13.240352630615234, "text": "The undersigned hereby", "probability": 9.593457077230545e-12 }, { "score": -13.253568649291992, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy", "probability": 9.46750390235515e-12 }, { "score": -13.261301040649414, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 9.394579759354193e-12 }, { "score": -13.263399124145508, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to", "probability": 9.374889809410718e-12 }, { "score": -13.265544891357422, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 9.354795045295584e-12 }, { "score": -13.629150390625, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 6.503129689048682e-12 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.024873733520508, "probability": 0.9999999997309477 }, { "score": -12.71645736694336, "text": "The undersigned hereby", "probability": 1.7987732813397932e-11 }, { "score": -12.731395721435547, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.7721022748643645e-11 }, { "score": -12.76082992553711, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.720702028415453e-11 }, { "score": -12.858360290527344, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.5608054445338302e-11 }, { "score": -12.863359451293945, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.5530221982505934e-11 }, { "score": -12.905590057373047, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.4888026879206426e-11 }, { "score": -12.908828735351562, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.4839887350702714e-11 }, { "score": -12.930292129516602, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 1.4524766873941933e-11 }, { "score": -12.932670593261719, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 1.449026129392828e-11 }, { "score": -12.982746124267578, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.3782521864433497e-11 }, { "score": -13.035438537597656, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 1.3075089362574143e-11 }, { "score": -13.061599731445312, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 1.273746499924289e-11 }, { "score": -13.063438415527344, "text": "January 22, 2020", "probability": 1.2714066343063782e-11 }, { "score": -13.06825065612793, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 1.2653030174960129e-11 }, { "score": -13.07650375366211, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 1.2549033221622907e-11 }, { "score": -13.088680267333984, "text": "The undersigned hereby agree that", "probability": 1.239715628933184e-11 }, { "score": -13.101633071899414, "text": "The", "probability": 1.2237613838440776e-11 }, { "score": -13.114694595336914, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 1.2078811317576018e-11 }, { "score": -13.11870002746582, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature)", "probability": 1.2030527222532156e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.701910018920898, "probability": 0.9999999966983903 }, { "score": -10.146305084228516, "text": "The", "probability": 3.2466893755661467e-10 }, { "score": -10.220316886901855, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 3.015072935652564e-10 }, { "score": -10.221717834472656, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 3.0108519339389865e-10 }, { "score": -10.250666618347168, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 2.9249409410056023e-10 }, { "score": -10.28352165222168, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 2.83040342782277e-10 }, { "score": -10.566520690917969, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 2.1327670407263157e-10 }, { "score": -10.675820350646973, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 1.9119440603669902e-10 }, { "score": -10.814009666442871, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 1.6651766955831577e-10 }, { "score": -10.91405963897705, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.5066388893604587e-10 }, { "score": -10.942212104797363, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.464814777771482e-10 }, { "score": -10.966362953186035, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.4298620263285687e-10 }, { "score": -10.971343040466309, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 1.4227588904376134e-10 }, { "score": -11.116467475891113, "text": "The undersigned hereby", "probability": 1.2305650225411712e-10 }, { "score": -11.12020206451416, "text": "The undersigned hereby agree that", "probability": 1.225977939174142e-10 }, { "score": -11.122368812561035, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock", "probability": 1.2233244296503544e-10 }, { "score": -11.134610176086426, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 1.2084405559151682e-10 }, { "score": -11.963626861572266, "text": "January 22, 2020 (Date)", "probability": 5.274580442012922e-11 }, { "score": -11.96502685546875, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 5.267201228219984e-11 }, { "score": -11.993976593017578, "text": "January 22, 2020", "probability": 5.116903176384326e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.156105041503906, "probability": 0.9999999998259852 }, { "score": -12.972456932067871, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.221248931179388e-11 }, { "score": -13.083762168884277, "text": "The undersigned hereby", "probability": 1.0926094350709371e-11 }, { "score": -13.108352661132812, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.0660692862607882e-11 }, { "score": -13.114258766174316, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.0597915258791632e-11 }, { "score": -13.172345161437988, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 9.999858199191315e-12 }, { "score": -13.1854248046875, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 9.869915277445688e-12 }, { "score": -13.205107688903809, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 9.677546276726787e-12 }, { "score": -13.27347183227539, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 9.038057219633938e-12 }, { "score": -13.281012535095215, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 8.970160233300953e-12 }, { "score": -13.298454284667969, "text": "The undersigned hereby agree that", "probability": 8.8150614736692e-12 }, { "score": -13.312132835388184, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 8.695305122087132e-12 }, { "score": -13.325071334838867, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 8.583525610480492e-12 }, { "score": -13.349358558654785, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of", "probability": 8.377566810548374e-12 }, { "score": -13.365368843078613, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 8.244507583402823e-12 }, { "score": -13.401341438293457, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to", "probability": 7.953202167687753e-12 }, { "score": -13.405838966369629, "text": "The undersigned", "probability": 7.917512734915811e-12 }, { "score": -13.414093971252441, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy", "probability": 7.85242265771235e-12 }, { "score": -13.416176795959473, "text": "The undersigned hereby agree that the Schedule 13G/A", "probability": 7.836084458499784e-12 }, { "score": -13.422484397888184, "text": "January 22, 2020", "probability": 7.78681311243294e-12 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Disparagement": [ { "text": "", "score": 10.866174697875977, "probability": 0.9999999991526944 }, { "score": -11.31228256225586, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 2.333556897382433e-10 }, { "score": -11.508079528808594, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.9186018207654462e-10 }, { "score": -12.088003158569336, "text": "January 22, 2020", "probability": 1.0743040672618191e-10 }, { "score": -12.28380012512207, "text": "January 22, 2020 (Date)", "probability": 8.832704022842855e-11 }, { "score": -13.353311538696289, "text": "undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 3.0311733400848037e-11 }, { "score": -13.522958755493164, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 2.558196629663003e-11 }, { "score": -13.549108505249023, "text": "undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 2.4921675129780635e-11 }, { "score": -13.718755722045898, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 2.1032959243689253e-11 }, { "score": -13.807412147521973, "text": "RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.9248521829033756e-11 }, { "score": -13.884828567504883, "text": "(Date)", "probability": 1.7814591161888938e-11 }, { "score": -13.918349266052246, "text": "JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.7227331290261207e-11 }, { "score": -14.00320816040039, "text": "RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.5825748362553043e-11 }, { "score": -14.058159828186035, "text": "hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.497955975820294e-11 }, { "score": -14.114145278930664, "text": "JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.4163966063449974e-11 }, { "score": -14.207014083862305, "text": "each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.2907807144990812e-11 }, { "score": -14.253955841064453, "text": "hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.2315893418764707e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.499275207519531, "probability": 0.9999999995180386 }, { "score": -11.931072235107422, "text": "January 22, 2020", "probability": 6.673127094528494e-11 }, { "score": -12.36806869506836, "text": "January 22, 2020 (Date)", "probability": 4.310664721132081e-11 }, { "score": -12.41811752319336, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 4.100230910422642e-11 }, { "score": -12.625419616699219, "text": "January 22,", "probability": 3.332561402421586e-11 }, { "score": -12.648580551147461, "text": "January", "probability": 3.2562631463739794e-11 }, { "score": -12.698854446411133, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 3.096605057127478e-11 }, { "score": -12.723506927490234, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 3.021199347377425e-11 }, { "score": -12.855113983154297, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 2.6486414065972473e-11 }, { "score": -13.039575576782227, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 2.2024827309756957e-11 }, { "score": -13.112464904785156, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 2.047656380513744e-11 }, { "score": -13.135625839233398, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 2.0007757406838443e-11 }, { "score": -13.18589973449707, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.9026755511693544e-11 }, { "score": -13.210552215576172, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.8563433267774297e-11 }, { "score": -13.44521713256836, "text": "December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.468062761530562e-11 }, { "score": -13.514189720153809, "text": "(Date)", "probability": 1.3702197038814904e-11 }, { "score": -13.544084548950195, "text": "ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.3298634475968368e-11 }, { "score": -13.568737030029297, "text": "ADAM D. PORTNOY", "probability": 1.2974798225343257e-11 }, { "score": -13.68037223815918, "text": "undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.1604276219202648e-11 }, { "score": -13.715057373046875, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.1208680635941969e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.164445877075195, "probability": 0.9999999995227422 }, { "score": -11.586063385009766, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 4.844900751334747e-11 }, { "score": -12.032395362854004, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 3.1005973377575244e-11 }, { "score": -12.046734809875488, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 3.0564537402834507e-11 }, { "score": -12.072030067443848, "text": "The", "probability": 2.9801095987296156e-11 }, { "score": -12.095778465270996, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 2.9101705278757944e-11 }, { "score": -12.148489952087402, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 2.7607439576898656e-11 }, { "score": -12.182913780212402, "text": "The undersigned hereby", "probability": 2.667325713847054e-11 }, { "score": -12.186613082885742, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 2.6574766971818403e-11 }, { "score": -12.192222595214844, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 2.642611281730679e-11 }, { "score": -12.217625617980957, "text": "The undersigned hereby agree that", "probability": 2.5763264492367954e-11 }, { "score": -12.266204833984375, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 2.4541618837166547e-11 }, { "score": -12.273362159729004, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 2.4366593580408648e-11 }, { "score": -12.273765563964844, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 2.4356765975727275e-11 }, { "score": -12.314061164855957, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature)", "probability": 2.339480697337613e-11 }, { "score": -12.31556224822998, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of", "probability": 2.3359715761596306e-11 }, { "score": -12.328733444213867, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 2.305405772690574e-11 }, { "score": -12.363497734069824, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock", "probability": 2.226637079878e-11 }, { "score": -13.83784294128418, "text": "January 22, 2020 (Date)", "probability": 5.09740862112474e-12 }, { "score": -13.886886596679688, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 4.85344441573701e-12 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Change Of Control": [ { "text": "", "score": 12.089269638061523, "probability": 0.9999999993294575 }, { "score": -11.168401718139648, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 7.930885278610221e-11 }, { "score": -11.283941268920898, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 7.065509398823148e-11 }, { "score": -11.420798301696777, "text": "The RMR Group Inc.,", "probability": 6.161794699944828e-11 }, { "score": -11.536336898803711, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 5.4894577788043696e-11 }, { "score": -11.560237884521484, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock", "probability": 5.359809855219326e-11 }, { "score": -11.85102367401123, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 4.007400233285579e-11 }, { "score": -12.090932846069336, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 3.152619006839301e-11 }, { "score": -12.114423751831055, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 3.0794242028170945e-11 }, { "score": -12.12022590637207, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 3.0616086419936115e-11 }, { "score": -12.126493453979492, "text": "RMR Group Inc.,", "probability": 3.042479871931372e-11 }, { "score": -12.242033004760742, "text": "RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 2.7105007039804717e-11 }, { "score": -12.343328475952148, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 2.4493872916768144e-11 }, { "score": -12.366819381713867, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 2.3925195184381732e-11 }, { "score": -12.372621536254883, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 2.378677944755953e-11 }, { "score": -12.53743839263916, "text": "Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 2.0172354633793115e-11 }, { "score": -12.652976989746094, "text": "Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.7971272081211582e-11 }, { "score": -12.690821647644043, "text": "Group Inc.,", "probability": 1.7303864006697092e-11 }, { "score": -12.72883415222168, "text": "shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 1.665844549854129e-11 }, { "score": -12.793455123901367, "text": "of The RMR Group Inc.,", "probability": 1.561600505371911e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Anti-Assignment": [ { "text": "", "score": 11.825143814086914, "probability": 0.9999999995304658 }, { "score": -12.111794471740723, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 4.0208677463469525e-11 }, { "score": -12.411270141601562, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 2.9802943379874446e-11 }, { "score": -12.442611694335938, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 2.8883358737468252e-11 }, { "score": -12.446232795715332, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 2.877895830365801e-11 }, { "score": -12.489092826843262, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 2.7571550842142304e-11 }, { "score": -12.54205322265625, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 2.6149343334803663e-11 }, { "score": -12.55329418182373, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 2.5857045565633343e-11 }, { "score": -12.587136268615723, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 2.4996630424305627e-11 }, { "score": -12.606611251831055, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 2.4514531141327465e-11 }, { "score": -12.622973442077637, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 2.4116683424984336e-11 }, { "score": -12.63552474975586, "text": "January 22, 2020", "probability": 2.3815879203238604e-11 }, { "score": -12.636059761047363, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 2.3803140846833885e-11 }, { "score": -12.66283893585205, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 2.3174171602834923e-11 }, { "score": -12.683202743530273, "text": "The undersigned hereby", "probability": 2.2707029765415216e-11 }, { "score": -12.698620796203613, "text": "The", "probability": 2.2359616683157946e-11 }, { "score": -12.700843811035156, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 2.230996613104744e-11 }, { "score": -12.966341018676758, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.7107830500432946e-11 }, { "score": -12.969963073730469, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.7045977082376245e-11 }, { "score": -13.012823104858398, "text": "January 22, 2020 (Date)", "probability": 1.6330821248696513e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 7.499122619628906, "probability": 0.9999517324544925 }, { "score": -3.0855672359466553, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 2.5299191372926582e-05 }, { "score": -4.928417205810547, "text": "The RMR Group Inc.,", "probability": 4.006517715093063e-06 }, { "score": -5.026415824890137, "text": "Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 3.6325099104634017e-06 }, { "score": -5.224213123321533, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock", "probability": 2.98060573399693e-06 }, { "score": -5.629333019256592, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share,", "probability": 1.987756568667679e-06 }, { "score": -5.845907211303711, "text": "$0.001 par value per share, of The RMR Group Inc.,", "probability": 1.6006862736573296e-06 }, { "score": -6.259081840515137, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 1.0589287978712345e-06 }, { "score": -6.323433876037598, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 9.929308980691222e-07 }, { "score": -6.458362102508545, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share", "probability": 8.676017934575652e-07 }, { "score": -6.491774082183838, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 8.390924292940259e-07 }, { "score": -6.579507827758789, "text": "RMR Group Inc.,", "probability": 7.686126379766094e-07 }, { "score": -6.635932445526123, "text": "The", "probability": 7.264448026782772e-07 }, { "score": -6.777344703674316, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 6.306495026693308e-07 }, { "score": -6.838078498840332, "text": "shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 5.934876765260001e-07 }, { "score": -6.908026218414307, "text": "the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 5.533931726577434e-07 }, { "score": -6.973448276519775, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is", "probability": 5.18347917438815e-07 }, { "score": -7.1650614738464355, "text": "Class A Common Stock", "probability": 4.279616012111588e-07 }, { "score": -7.170687675476074, "text": "Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 4.255605636472917e-07 }, { "score": -7.345613956451416, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 3.5726613925679296e-07 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Price Restrictions": [ { "text": "", "score": 10.134167671203613, "probability": 0.9999999048982983 }, { "score": -8.019160270690918, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock", "probability": 1.306501177127762e-08 }, { "score": -8.095531463623047, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 1.210437075763743e-08 }, { "score": -8.309111595153809, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 9.776548185584512e-09 }, { "score": -8.418166160583496, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 8.766449778001054e-09 }, { "score": -8.801419258117676, "text": "The", "probability": 5.97556594716874e-09 }, { "score": -9.076882362365723, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 4.536771829089581e-09 }, { "score": -9.103460311889648, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 4.417781993661983e-09 }, { "score": -9.190064430236816, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 4.051283078310358e-09 }, { "score": -9.194982528686523, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share,", "probability": 4.031407384654919e-09 }, { "score": -9.230775833129883, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 3.889661895430779e-09 }, { "score": -9.342986106872559, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 3.4767987248786355e-09 }, { "score": -9.375404357910156, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 3.365894366352734e-09 }, { "score": -9.479745864868164, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019", "probability": 3.0323933911125117e-09 }, { "score": -9.486288070678711, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share", "probability": 3.0126196020752962e-09 }, { "score": -9.561803817749023, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 2.7934971030721697e-09 }, { "score": -9.610278129577637, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is", "probability": 2.66131388098031e-09 }, { "score": -9.683453559875488, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 2.4735256233170403e-09 }, { "score": -9.710779190063477, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019,", "probability": 2.4068501009842397e-09 }, { "score": -10.354851722717285, "text": "$0.001 par value per share, of The RMR Group Inc.,", "probability": 1.2639558267515973e-09 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Minimum Commitment": [ { "text": "", "score": 11.958267211914062, "probability": 0.9999999982929924 }, { "score": -10.626409530639648, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.5545314558792437e-10 }, { "score": -10.678414344787598, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.4757544809639607e-10 }, { "score": -10.762092590332031, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.3572914404392722e-10 }, { "score": -10.786863327026367, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.3240833242961864e-10 }, { "score": -10.795555114746094, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 1.3126245439013157e-10 }, { "score": -11.037991523742676, "text": "The", "probability": 1.0300343926194089e-10 }, { "score": -11.29627513885498, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock", "probability": 7.9557399183684e-11 }, { "score": -11.3038969039917, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 7.895333630912712e-11 }, { "score": -11.318000793457031, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 7.784760307980882e-11 }, { "score": -11.337525367736816, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 7.634240377478207e-11 }, { "score": -11.34140682220459, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 7.604665854269646e-11 }, { "score": -11.351243019104004, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 7.530231538993834e-11 }, { "score": -11.371428489685059, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 7.379754109994451e-11 }, { "score": -11.448592185974121, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is", "probability": 6.831721033635562e-11 }, { "score": -11.449467658996582, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 6.825742663506364e-11 }, { "score": -11.49234676361084, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 6.539247160061203e-11 }, { "score": -11.501790046691895, "text": "The undersigned hereby agree that", "probability": 6.477785852989078e-11 }, { "score": -11.556315422058105, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature", "probability": 6.134038776591644e-11 }, { "score": -12.099209785461426, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 3.564269142925568e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Volume Restriction": [ { "text": "", "score": 11.865522384643555, "probability": 0.9999999982605909 }, { "score": -10.654226303100586, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.6588129238719828e-10 }, { "score": -10.689432144165039, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.6014290700553723e-10 }, { "score": -10.80508041381836, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.426534576022623e-10 }, { "score": -10.871421813964844, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.334967209786185e-10 }, { "score": -10.970281600952148, "text": "The", "probability": 1.2093063643162545e-10 }, { "score": -11.19632339477539, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 9.646452602185878e-11 }, { "score": -11.225594520568848, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 9.368182581169611e-11 }, { "score": -11.260992050170898, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 9.042372515542692e-11 }, { "score": -11.279623031616211, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 8.875463904591846e-11 }, { "score": -11.327812194824219, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 8.457904447782005e-11 }, { "score": -11.385031700134277, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 7.98753288231763e-11 }, { "score": -11.50388240814209, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 7.092452769132863e-11 }, { "score": -11.539917945861816, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 6.841422587852887e-11 }, { "score": -11.542267799377441, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 6.82536512066966e-11 }, { "score": -11.569615364074707, "text": "The undersigned hereby agree that", "probability": 6.641237206931376e-11 }, { "score": -11.573405265808105, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22", "probability": 6.616115205556873e-11 }, { "score": -11.573758125305176, "text": "The undersigned hereby", "probability": 6.61378105831011e-11 }, { "score": -12.107556343078613, "text": "January 22, 2020", "probability": 3.878146345499538e-11 }, { "score": -12.142762184143066, "text": "January 22, 2020 (Date)", "probability": 3.743988370379529e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.047828674316406, "probability": 0.9999999964556179 }, { "score": -9.176873207092285, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 6.056602776725479e-10 }, { "score": -9.744041442871094, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 3.4348759421804684e-10 }, { "score": -9.906682968139648, "text": "The", "probability": 2.9192866367191116e-10 }, { "score": -10.083677291870117, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 2.4457332120729054e-10 }, { "score": -10.386590957641602, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.806572302693797e-10 }, { "score": -10.394819259643555, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.7917682697512542e-10 }, { "score": -10.414895057678223, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.7561557626829525e-10 }, { "score": -10.511646270751953, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.5942062784757776e-10 }, { "score": -10.61453628540039, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 1.4383346721518778e-10 }, { "score": -10.615497589111328, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.436952660067068e-10 }, { "score": -10.652359008789062, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is", "probability": 1.384948899499773e-10 }, { "score": -10.675405502319336, "text": "The undersigned hereby", "probability": 1.3533956758185837e-10 }, { "score": -10.682218551635742, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 1.3442062638389982e-10 }, { "score": -10.701086044311523, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 1.3190822211520455e-10 }, { "score": -10.753175735473633, "text": "The undersigned hereby agree that", "probability": 1.2521305202008684e-10 }, { "score": -10.758466720581055, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 1.2455230117947211e-10 }, { "score": -10.776069641113281, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 1.2237900125111532e-10 }, { "score": -10.78529167175293, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 1.21255606304897e-10 }, { "score": -11.827360153198242, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 4.2769801660174947e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 11.786811828613281, "probability": 0.99999999836395 }, { "score": -10.815386772155762, "text": "The", "probability": 1.5275304211860242e-10 }, { "score": -11.05366325378418, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.2036707498476333e-10 }, { "score": -11.079073905944824, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.1734700261855478e-10 }, { "score": -11.10947322845459, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.1383340924674736e-10 }, { "score": -11.17107105255127, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.0703311077921775e-10 }, { "score": -11.27367877960205, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 9.659534059772419e-11 }, { "score": -11.30122184753418, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 9.397111409143767e-11 }, { "score": -11.338454246520996, "text": "The undersigned hereby", "probability": 9.053667698498041e-11 }, { "score": -11.398226737976074, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 8.528363192105296e-11 }, { "score": -11.411724090576172, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 8.414026225979671e-11 }, { "score": -11.431281089782715, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 8.251071765696945e-11 }, { "score": -11.467524528503418, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 7.957378919661995e-11 }, { "score": -11.511597633361816, "text": "The undersigned hereby agree that", "probability": 7.614288586447132e-11 }, { "score": -11.513155937194824, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 7.60243245148672e-11 }, { "score": -11.551444053649902, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 7.316851694205912e-11 }, { "score": -11.568914413452148, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 7.190133789170223e-11 }, { "score": -11.607463836669922, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 6.918232763486584e-11 }, { "score": -12.603519439697266, "text": "JOINT FILING AGREEMENT The", "probability": 2.5551342159689748e-11 }, { "score": -12.841794967651367, "text": "JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 2.0134088382828917e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__License Grant": [ { "text": "", "score": 11.18326187133789, "probability": 0.9999999975234057 }, { "score": -11.03985595703125, "text": "The", "probability": 2.2316318721742023e-10 }, { "score": -11.195122718811035, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.9106936378604086e-10 }, { "score": -11.204891204833984, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.8921199200133383e-10 }, { "score": -11.31903076171875, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 1.6880234603811033e-10 }, { "score": -11.33448600769043, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.6621352125276292e-10 }, { "score": -11.381078720092773, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.5864682766506146e-10 }, { "score": -11.400997161865234, "text": "The undersigned hereby", "probability": 1.5551809326443633e-10 }, { "score": -11.532783508300781, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.36316001892855e-10 }, { "score": -11.563467025756836, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 1.3219686543498266e-10 }, { "score": -11.58459758758545, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.2943277760721616e-10 }, { "score": -11.61760139465332, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.2523072644691075e-10 }, { "score": -11.705561637878418, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 1.1468595929695502e-10 }, { "score": -11.70867919921875, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 1.143289755324962e-10 }, { "score": -11.721048355102539, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 1.1292353260233056e-10 }, { "score": -11.722929000854492, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 1.1271136301090079e-10 }, { "score": -11.734123229980469, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 1.114566818843215e-10 }, { "score": -12.600427627563477, "text": "January 22, 2020 (Date)", "probability": 4.6867834778624773e-11 }, { "score": -12.610196113586426, "text": "January 22, 2020", "probability": 4.6412235868348366e-11 }, { "score": -12.724335670471191, "text": "January", "probability": 4.140590782108624e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.911151885986328, "probability": 0.9999999996489617 }, { "score": -12.567252159118652, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 2.3397216691290845e-11 }, { "score": -12.5685453414917, "text": "The undersigned hereby", "probability": 2.336697937848115e-11 }, { "score": -12.59891414642334, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 2.2668019151305207e-11 }, { "score": -12.63879108428955, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 2.178187376601149e-11 }, { "score": -12.662382125854492, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 2.1274030504963993e-11 }, { "score": -12.705634117126465, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 2.0373501541861454e-11 }, { "score": -12.746286392211914, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.9561881229892083e-11 }, { "score": -12.793891906738281, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.865244660709686e-11 }, { "score": -12.827020645141602, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 1.804463813560124e-11 }, { "score": -12.827520370483398, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 1.8035623025368453e-11 }, { "score": -12.828832626342773, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 1.8011971195396237e-11 }, { "score": -12.831292152404785, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 1.7967724717800257e-11 }, { "score": -12.847084045410156, "text": "The", "probability": 1.768620901486912e-11 }, { "score": -12.88557243347168, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 1.701842866656153e-11 }, { "score": -12.921518325805664, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 1.6417550314830836e-11 }, { "score": -12.925277709960938, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 1.6355946305431224e-11 }, { "score": -12.941993713378906, "text": "The undersigned hereby agree that", "probability": 1.608481269965039e-11 }, { "score": -13.20522689819336, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.2362186422352714e-11 }, { "score": -13.236888885498047, "text": "January 22, 2020 (Date)", "probability": 1.1976906581294572e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 11.897703170776367, "probability": 0.9999999973226159 }, { "score": -9.936598777770996, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 3.292176771651631e-10 }, { "score": -10.112407684326172, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 2.7614062812549764e-10 }, { "score": -10.410400390625, "text": "The", "probability": 2.049810532814451e-10 }, { "score": -10.483675956726074, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.9049805523009164e-10 }, { "score": -10.489733695983887, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.8934755591307118e-10 }, { "score": -10.511444091796875, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.8528104800098493e-10 }, { "score": -10.705103874206543, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.5266012852419205e-10 }, { "score": -10.963750839233398, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 1.1786820615046455e-10 }, { "score": -10.97010612487793, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 1.1712149532554403e-10 }, { "score": -10.980283737182617, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.1593552357120534e-10 }, { "score": -11.008353233337402, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature", "probability": 1.127265200877386e-10 }, { "score": -11.010458946228027, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is", "probability": 1.1248940014215392e-10 }, { "score": -11.044649124145508, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 1.0870837285322306e-10 }, { "score": -11.059818267822266, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.0707180398220265e-10 }, { "score": -11.134801864624023, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 9.933679814176481e-11 }, { "score": -11.15300178527832, "text": "The undersigned hereby", "probability": 9.754522895860008e-11 }, { "score": -11.2728271484375, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 8.652996706830201e-11 }, { "score": -11.954917907714844, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 4.3745993644039346e-11 }, { "score": -12.326187133789062, "text": "January 22, 2020", "probability": 3.017853194005016e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.122110366821289, "probability": 0.9999999996416573 }, { "score": -12.116743087768555, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 2.9730327744445185e-11 }, { "score": -12.164957046508789, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 2.8330917578166264e-11 }, { "score": -12.333099365234375, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 2.3946241573731998e-11 }, { "score": -12.362432479858398, "text": "The undersigned hereby", "probability": 2.325402578042423e-11 }, { "score": -12.368423461914062, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 2.3115127812311047e-11 }, { "score": -12.477218627929688, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 2.0732284455186782e-11 }, { "score": -12.490739822387695, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 2.0453845858774548e-11 }, { "score": -12.534120559692383, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.9585513563403486e-11 }, { "score": -12.590654373168945, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.850898658663235e-11 }, { "score": -12.59503173828125, "text": "The", "probability": 1.842814306437989e-11 }, { "score": -12.61968994140625, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 1.797929480764899e-11 }, { "score": -12.708494186401367, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 1.645149841873077e-11 }, { "score": -12.725872039794922, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 1.616807645627082e-11 }, { "score": -12.767742156982422, "text": "The undersigned hereby agree that", "probability": 1.5505093638297097e-11 }, { "score": -12.780380249023438, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 1.5310371885272164e-11 }, { "score": -12.781444549560547, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.5294085716477747e-11 }, { "score": -12.97799301147461, "text": "ADAM D. PORTNOY", "probability": 1.2565032245333889e-11 }, { "score": -12.997800827026367, "text": "January 22, 2020", "probability": 1.2318595151867025e-11 }, { "score": -13.14192008972168, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.0665248573160087e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.590168952941895, "probability": 0.9999999990245174 }, { "score": -11.627873420715332, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 8.251488829954552e-11 }, { "score": -11.685195922851562, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 7.791794136718446e-11 }, { "score": -11.765036582946777, "text": "The", "probability": 7.193878715915392e-11 }, { "score": -11.836061477661133, "text": "The undersigned hereby", "probability": 6.700657067442903e-11 }, { "score": -11.862442970275879, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 6.526195134037882e-11 }, { "score": -11.978776931762695, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 5.8094746044865097e-11 }, { "score": -12.036259651184082, "text": "The undersigned hereby agree that", "probability": 5.484946927977346e-11 }, { "score": -12.056682586669922, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 5.374064338740216e-11 }, { "score": -12.067132949829102, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 5.318195846226878e-11 }, { "score": -12.085384368896484, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 5.2220116442568043e-11 }, { "score": -12.099462509155273, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 5.149010497780819e-11 }, { "score": -12.11420726776123, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 5.0736465578703743e-11 }, { "score": -12.165324211120605, "text": "The undersigned hereby agree that the", "probability": 4.8208143105786715e-11 }, { "score": -12.170313835144043, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 4.7968201703318935e-11 }, { "score": -12.182323455810547, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 4.739556724076533e-11 }, { "score": -12.203397750854492, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 4.640719032635845e-11 }, { "score": -13.149333953857422, "text": "January 22, 2020 (Date)", "probability": 1.802064793829206e-11 }, { "score": -13.326581954956055, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.5093590855392015e-11 }, { "score": -13.442914962768555, "text": "January 22, 2020", "probability": 1.3435993651391672e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.010490417480469, "probability": 0.999999999795135 }, { "score": -12.978740692138672, "text": "The undersigned hereby", "probability": 1.403830979114283e-11 }, { "score": -13.007226943969727, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.3644053071403173e-11 }, { "score": -13.067031860351562, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.2851992245594427e-11 }, { "score": -13.095376968383789, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.2492815634785194e-11 }, { "score": -13.110288619995117, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 1.2307909176997521e-11 }, { "score": -13.119077682495117, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.2200208182684625e-11 }, { "score": -13.157466888427734, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.1740727848739727e-11 }, { "score": -13.200876235961914, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.1241974117589125e-11 }, { "score": -13.203943252563477, "text": "The undersigned hereby agree that", "probability": 1.1207547616647435e-11 }, { "score": -13.204803466796875, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 1.1197910870093621e-11 }, { "score": -13.272380828857422, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 1.0466187986075082e-11 }, { "score": -13.31124496459961, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 1.006723140167772e-11 }, { "score": -13.313644409179688, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 1.0043104594897959e-11 }, { "score": -13.332637786865234, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 9.854152218438356e-12 }, { "score": -13.359161376953125, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 9.596220483229041e-12 }, { "score": -13.476079940795898, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 8.537350872951544e-12 }, { "score": -13.535884857177734, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 8.041742922201056e-12 }, { "score": -13.579141616821289, "text": "January 22, 2020", "probability": 7.701299504373873e-12 }, { "score": -13.587932586669922, "text": "January 22, 2020 (Date)", "probability": 7.63389432517986e-12 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.196512222290039, "probability": 0.9999999998521836 }, { "score": -13.006957054138184, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.1331107723808737e-11 }, { "score": -13.193480491638184, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 9.402996375685522e-12 }, { "score": -13.272025108337402, "text": "The undersigned hereby", "probability": 8.692701670542171e-12 }, { "score": -13.307097434997559, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 8.393112747220066e-12 }, { "score": -13.314486503601074, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 8.331324023024683e-12 }, { "score": -13.33541202545166, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 8.15879811287594e-12 }, { "score": -13.343745231628418, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock", "probability": 8.091091663754134e-12 }, { "score": -13.346796035766602, "text": "The undersigned hereby agree that", "probability": 8.066444943099031e-12 }, { "score": -13.36828899383545, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 7.89492303950171e-12 }, { "score": -13.376504898071289, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 7.830324837550662e-12 }, { "score": -13.38890552520752, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 7.733823474223056e-12 }, { "score": -13.399741172790527, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 7.650474872130348e-12 }, { "score": -13.41072940826416, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 7.566869829909186e-12 }, { "score": -13.4109468460083, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 7.565224685667874e-12 }, { "score": -13.418686866760254, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 7.50689571452814e-12 }, { "score": -13.424137115478516, "text": "The undersigned hereby agree that the Schedule 13G/A", "probability": 7.466092560456473e-12 }, { "score": -13.429936408996582, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 7.422919805003836e-12 }, { "score": -13.907844543457031, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 4.602797864607359e-12 }, { "score": -14.021461486816406, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 4.10845648417012e-12 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.36146354675293, "probability": 0.9999999998966531 }, { "score": -13.282234191894531, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 7.295979019694226e-12 }, { "score": -13.32345962524414, "text": "The undersigned hereby", "probability": 7.0013146868515195e-12 }, { "score": -13.410755157470703, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 6.416048383478101e-12 }, { "score": -13.413498878479004, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 6.39846866468831e-12 }, { "score": -13.490866661071777, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 5.922098769841179e-12 }, { "score": -13.510076522827148, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 5.809421790738878e-12 }, { "score": -13.518905639648438, "text": "The undersigned hereby agree that", "probability": 5.758355493966003e-12 }, { "score": -13.528138160705566, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 5.705436021586735e-12 }, { "score": -13.541670799255371, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 5.6287464943213455e-12 }, { "score": -13.543584823608398, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 5.617983240305271e-12 }, { "score": -13.54891586303711, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 5.588113239958197e-12 }, { "score": -13.54944896697998, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 5.585134988686048e-12 }, { "score": -13.709405899047852, "text": "January 22, 2020", "probability": 4.759543070410559e-12 }, { "score": -13.712148666381836, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 4.746506637276331e-12 }, { "score": -13.78951644897461, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 4.393126322988166e-12 }, { "score": -13.826787948608398, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 4.2324017455098534e-12 }, { "score": -13.840320587158203, "text": "January 22, 2020 (Date) ABP TRUST /s/", "probability": 4.175511984967048e-12 }, { "score": -13.842235565185547, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 4.167523622473455e-12 }, { "score": -13.847566604614258, "text": "January 22, 2020 (Date)", "probability": 4.14536550509841e-12 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Audit Rights": [ { "text": "", "score": 12.197322845458984, "probability": 0.999999999685093 }, { "score": -12.1441011428833, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 2.6832051576265146e-11 }, { "score": -12.268882751464844, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 2.368437430537415e-11 }, { "score": -12.447927474975586, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.9801759456245173e-11 }, { "score": -12.45180892944336, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.9725048799303234e-11 }, { "score": -12.461958885192871, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.9525853050968042e-11 }, { "score": -12.525798797607422, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 1.8318280076419152e-11 }, { "score": -12.543937683105469, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 1.7989002285837892e-11 }, { "score": -12.548051834106445, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.791514484857911e-11 }, { "score": -12.563953399658203, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.763251905009728e-11 }, { "score": -12.61414623260498, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 1.6769336956061047e-11 }, { "score": -12.654379844665527, "text": "The undersigned hereby", "probability": 1.610803837735446e-11 }, { "score": -12.699512481689453, "text": "The", "probability": 1.539720175156044e-11 }, { "score": -12.70464038848877, "text": "The undersigned hereby agree that", "probability": 1.5318448428429695e-11 }, { "score": -12.717074394226074, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 1.512915801061081e-11 }, { "score": -12.718385696411133, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 1.5109332114364843e-11 }, { "score": -12.964268684387207, "text": "January 22, 2020", "probability": 1.1815705082681898e-11 }, { "score": -13.08905029296875, "text": "January 22, 2020 (Date)", "probability": 1.0429600623893214e-11 }, { "score": -13.268095016479492, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 8.719860618491246e-12 }, { "score": -13.271976470947266, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 8.686080476985908e-12 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.301624298095703, "probability": 0.999999999712414 }, { "score": -11.68133544921875, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 3.840015009563393e-11 }, { "score": -12.060924530029297, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 2.627117387013866e-11 }, { "score": -12.117137908935547, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 2.4835123183157143e-11 }, { "score": -12.192859649658203, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 2.3024000408492822e-11 }, { "score": -12.21135139465332, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 2.2602158778567557e-11 }, { "score": -12.261798858642578, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 2.149022023598366e-11 }, { "score": -12.274517059326172, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 2.121863400717391e-11 }, { "score": -12.277164459228516, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 2.1162534089799086e-11 }, { "score": -12.288200378417969, "text": "The", "probability": 2.0930270054612373e-11 }, { "score": -12.37600326538086, "text": "The undersigned hereby", "probability": 1.917090091736744e-11 }, { "score": -13.478824615478516, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 6.3634596658261985e-12 }, { "score": -13.554546356201172, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 5.899398882175577e-12 }, { "score": -13.573038101196289, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 5.791311147816509e-12 }, { "score": -13.623485565185547, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 5.506401102699081e-12 }, { "score": -13.63620376586914, "text": "January 22, 2020 (Date)", "probability": 5.436813043880966e-12 }, { "score": -13.638851165771484, "text": "January 22, 2020", "probability": 5.4224386613245304e-12 }, { "score": -13.72231674194336, "text": "hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 4.9882247034082965e-12 }, { "score": -13.791421890258789, "text": "ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 4.655153694612101e-12 }, { "score": -13.843809127807617, "text": "undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 4.417560805211761e-12 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.083568572998047, "probability": 0.9999999987366845 }, { "score": -10.769436836242676, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 1.1886824625630613e-10 }, { "score": -10.907207489013672, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.0356972450962729e-10 }, { "score": -10.930981636047363, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.0113648139736857e-10 }, { "score": -10.94759750366211, "text": "The", "probability": 9.946989524230496e-11 }, { "score": -11.29426097869873, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 7.032951561423908e-11 }, { "score": -11.301644325256348, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 6.98121606828524e-11 }, { "score": -11.303336143493652, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 6.969415104979594e-11 }, { "score": -11.310858726501465, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 6.917183804792746e-11 }, { "score": -11.318428993225098, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 6.865016587426003e-11 }, { "score": -11.385027885437012, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 6.42270625055849e-11 }, { "score": -11.452371597290039, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 6.004419920105694e-11 }, { "score": -11.4577054977417, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 5.972478204676825e-11 }, { "score": -11.476536750793457, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 5.861061308639433e-11 }, { "score": -11.539031028747559, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 5.5059890607185114e-11 }, { "score": -11.549001693725586, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 5.4513634677106615e-11 }, { "score": -11.550918579101562, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 5.4409238377839e-11 }, { "score": -11.553254127502441, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature", "probability": 5.4282311248076767e-11 }, { "score": -12.771175384521484, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.605912392884666e-11 }, { "score": -12.794950485229492, "text": "January 22, 2020 (Date)", "probability": 1.568181963653662e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.048994064331055, "probability": 0.9999999995340854 }, { "score": -11.574955940246582, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 5.498558779950544e-11 }, { "score": -11.719527244567871, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 4.758415399568046e-11 }, { "score": -11.901779174804688, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 3.9656222693200655e-11 }, { "score": -11.95588207244873, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 3.756771277409809e-11 }, { "score": -12.09648323059082, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 3.2640172680576755e-11 }, { "score": -12.20122241973877, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 2.9394413268092625e-11 }, { "score": -12.250804901123047, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 2.7972507421351194e-11 }, { "score": -12.259902954101562, "text": "The", "probability": 2.7719166270012695e-11 }, { "score": -12.279932022094727, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 2.7169500228710364e-11 }, { "score": -12.37652587890625, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 2.4667859765188775e-11 }, { "score": -12.390897750854492, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 2.43158718645157e-11 }, { "score": -12.451780319213867, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 2.2879623979581782e-11 }, { "score": -13.05183219909668, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.2555952451211024e-11 }, { "score": -13.105934143066406, "text": "January 22, 2020", "probability": 1.1894699825258017e-11 }, { "score": -13.246536254882812, "text": "January 22, 2020 (Date)", "probability": 1.0334530833843306e-11 }, { "score": -13.351274490356445, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 9.30686742804872e-12 }, { "score": -13.400857925415039, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 8.856654751029842e-12 }, { "score": -13.429985046386719, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 8.60240662944797e-12 }, { "score": -13.526578903198242, "text": "January 22,", "probability": 7.810337274960809e-12 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.81907844543457, "probability": 0.9999999994047342 }, { "score": -11.737274169921875, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 5.883097488591823e-11 }, { "score": -11.829869270324707, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 5.3628111537490764e-11 }, { "score": -12.244714736938477, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 3.5418275109449416e-11 }, { "score": -12.276395797729492, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 3.43137748325448e-11 }, { "score": -12.291143417358398, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 3.3811441547822315e-11 }, { "score": -12.310211181640625, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 3.3172840644499996e-11 }, { "score": -12.310354232788086, "text": "January 22, 2020 (Date)", "probability": 3.316809557098346e-11 }, { "score": -12.400550842285156, "text": "The undersigned hereby", "probability": 3.0307397590371456e-11 }, { "score": -12.402948379516602, "text": "January 22, 2020", "probability": 3.0234821512949244e-11 }, { "score": -12.417743682861328, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 2.97907811133407e-11 }, { "score": -12.419885635375977, "text": "The", "probability": 2.9727038965519086e-11 }, { "score": -12.436309814453125, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 2.924278438185474e-11 }, { "score": -12.474283218383789, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 2.8153155705426783e-11 }, { "score": -12.546831130981445, "text": "The undersigned hereby agree that", "probability": 2.6183031254915318e-11 }, { "score": -12.55567741394043, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 2.595243023647829e-11 }, { "score": -12.569467544555664, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 2.559699918664312e-11 }, { "score": -12.817792892456055, "text": "January 22, 2020 (Date) ABP TRUST", "probability": 1.996837510750786e-11 }, { "score": -12.86422348022461, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.9062426329421985e-11 }, { "score": -12.883291244506836, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.8702391911597284e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Insurance": [ { "text": "", "score": 12.037591934204102, "probability": 0.9999999994310029 }, { "score": -11.746075630187988, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 4.686886290226312e-11 }, { "score": -12.019179344177246, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 3.5667854072008806e-11 }, { "score": -12.034680366516113, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 3.511922897950297e-11 }, { "score": -12.08583927154541, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 3.336775149993264e-11 }, { "score": -12.086325645446777, "text": "The", "probability": 3.335152624254649e-11 }, { "score": -12.11925983428955, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 3.227101138353016e-11 }, { "score": -12.142773628234863, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 3.1521049253045855e-11 }, { "score": -12.174593925476074, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 3.0533830196153925e-11 }, { "score": -12.195608139038086, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 2.989888061640364e-11 }, { "score": -12.210972785949707, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 2.9443006017055353e-11 }, { "score": -12.225473403930664, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 2.9019144786490675e-11 }, { "score": -12.232526779174805, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 2.881518202758136e-11 }, { "score": -12.276152610778809, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22", "probability": 2.7585122026717133e-11 }, { "score": -12.294058799743652, "text": "The undersigned hereby", "probability": 2.709557367208082e-11 }, { "score": -12.311285972595215, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock,", "probability": 2.6632791202865572e-11 }, { "score": -12.336214065551758, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 2.5977093113941938e-11 }, { "score": -12.351079940795898, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 2.559377711163263e-11 }, { "score": -12.46457290649414, "text": "January 22, 2020", "probability": 2.2847832947553182e-11 }, { "score": -12.737676620483398, "text": "January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.7387517447017297e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 11.894686698913574, "probability": 0.9999999951057796 }, { "score": -8.88338565826416, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 9.46668286764467e-10 }, { "score": -9.776263236999512, "text": "The", "probability": 3.876377134171906e-10 }, { "score": -9.842824935913086, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 3.626758558352012e-10 }, { "score": -9.86736011505127, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 3.538858123336194e-10 }, { "score": -10.235536575317383, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 2.448872343925217e-10 }, { "score": -10.239727020263672, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 2.4386319500757955e-10 }, { "score": -10.248435974121094, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 2.4174862291523964e-10 }, { "score": -10.356212615966797, "text": "The undersigned hereby agree that", "probability": 2.1704870951316963e-10 }, { "score": -10.411386489868164, "text": "The undersigned hereby", "probability": 2.0539766353860918e-10 }, { "score": -10.453832626342773, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 1.9686176575883053e-10 }, { "score": -10.456636428833008, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be,", "probability": 1.963105773226075e-10 }, { "score": -10.487251281738281, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 1.9039162411223676e-10 }, { "score": -10.502357482910156, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.8753714439125435e-10 }, { "score": -10.505147933959961, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 1.8701456063110805e-10 }, { "score": -10.511114120483398, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is,", "probability": 1.8590211869763425e-10 }, { "score": -10.512458801269531, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 1.8565230768619543e-10 }, { "score": -10.63254165649414, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 1.6464518353176695e-10 }, { "score": -10.720498085021973, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature", "probability": 1.5078218727807429e-10 }, { "score": -11.92281723022461, "text": "each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 4.530952076850105e-11 } ], "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.747058868408203, "probability": 0.9999999983432413 }, { "score": -10.579986572265625, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 2.0113486910103186e-10 }, { "score": -11.053173065185547, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY", "probability": 1.2530981372692944e-10 }, { "score": -11.07612419128418, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc.,", "probability": 1.2246656507650507e-10 }, { "score": -11.125791549682617, "text": "The", "probability": 1.165325573483394e-10 }, { "score": -11.167559623718262, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)", "probability": 1.1176546600195638e-10 }, { "score": -11.233242988586426, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date)", "probability": 1.0466023614808854e-10 }, { "score": -11.355668067932129, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)", "probability": 9.260046636063974e-11 }, { "score": -11.421769142150879, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy", "probability": 8.667739331541707e-11 }, { "score": -11.463817596435547, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020", "probability": 8.310830605786575e-11 }, { "score": -11.50651741027832, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/", "probability": 7.963429450722499e-11 }, { "score": -11.549431800842285, "text": "The undersigned hereby", "probability": 7.628912853814037e-11 }, { "score": -11.566819190979004, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST", "probability": 7.497412506556213e-11 }, { "score": -11.599987983703613, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22,", "probability": 7.252811372119936e-11 }, { "score": -11.661627769470215, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/", "probability": 6.819249238055643e-11 }, { "score": -11.689894676208496, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January", "probability": 6.629189018035227e-11 }, { "score": -11.697222709655762, "text": "The undersigned hereby agree that", "probability": 6.580787659167344e-11 }, { "score": -11.70674991607666, "text": "The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended", "probability": 6.518388851867247e-11 }, { "score": -12.766733169555664, "text": "RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 2.258371511269336e-11 }, { "score": -12.838600158691406, "text": "The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.", "probability": 2.1017640043113768e-11 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Document Name": [ { "score": 14.219783782958984, "text": "COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT", "probability": 0.3949687522162836 }, { "score": 13.947253227233887, "text": "COMPLEHON AGREEMENT", "probability": 0.30074902042239504 }, { "score": 13.265884399414062, "text": "UQITDITV MAINTENANCE AGREEMENT", "probability": 0.15215614600592384 }, { "score": 12.11512565612793, "text": "COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT (", "probability": 0.04814168946793329 }, { "score": 11.474350929260254, "text": "COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT ( 'Agreement\") {5 made and entered into effective as of June 29, 2006 between PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. 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T", "probability": 0.05717878582488972 }, { "score": 11.327797889709473, "text": "PRIMEEVERG\\'CORPORATION", "probability": 0.0571031483405966 }, { "score": 10.894553184509277, "text": "PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty", "probability": 0.03702578446073681 }, { "score": 10.814488410949707, "text": "GUARANTY BANK, FSB ('Guaranty", "probability": 0.034176893042778926 }, { "score": 10.076221466064453, "text": "Guaranty\") and PRIME OFFSHORELT.C. T: Offshore", "probability": 0.016334555428725812 }, { "score": 10.031070709228516, "text": "Offshore\"!", "probability": 0.015613439846498602 }, { "score": 9.947901725769043, "text": "PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!", "probability": 0.01436741921342969 }, { "score": 9.928093910217285, "text": "PRIME OFFSHORELT.C. T: Offshore\"!", "probability": 0.014085632031157045 }, { "score": 9.867836952209473, "text": "GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!", "probability": 0.013261940480393053 }, { "score": 9.78438663482666, "text": "Guaranty\") and PRIME OFFSHORELT.C. T", "probability": 0.012200146960052128 }, { "score": 9.751797676086426, "text": "PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK", "probability": 0.011808965591141724 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Agreement Date": [ { "score": 15.567544937133789, "text": "June 29, 2006", "probability": 0.7322384755794926 }, { "score": 14.345511436462402, "text": "June 29, 2006 between PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!\n\nPrime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006", "probability": 0.21573973412145153 }, { "score": 12.689969062805176, "text": "June 29, 2006", "probability": 0.041203795375889654 }, { "text": "", "score": 10.849790573120117, "probability": 0.006542712816458067 }, { "score": 9.4202880859375, "text": "made and entered into effective as of June 29, 2006", "probability": 0.00156650871698403 }, { "score": 8.19825553894043, "text": "made and entered into effective as of June 29, 2006 between PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!\n\nPrime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006", "probability": 0.00046154157105141903 }, { "score": 8.197127342224121, "text": "This agreement is executed the date first hereinafter written,", "probability": 0.00046102115498756606 }, { "score": 8.084193229675293, "text": "June 29, 2006 between PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!\n\nPrime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006,", "probability": 0.00041178847970414274 }, { "score": 7.61435079574585, "text": "the date first hereinafter written,", "probability": 0.00025740928964287696 }, { "score": 7.163957118988037, "text": "29, 2006", "probability": 0.0001640668075610766 }, { "score": 6.96029806137085, "text": "June 29", "probability": 0.00013383593049015735 }, { "score": 6.915834426879883, "text": "THIS COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT ( 'Agreement\") {5 made and entered into effective as of June 29, 2006", "probability": 0.00012801545719228025 }, { "score": 6.811443328857422, "text": "June 29,", "probability": 0.00011532565602549235 }, { "score": 6.792596817016602, "text": ", 2006", "probability": 0.0001131725229385156 }, { "score": 6.792593002319336, "text": "June", "probability": 0.00011317209122042525 }, { "score": 6.655000686645508, "text": "effective as of June 29, 2006", "probability": 9.862425997433708e-05 }, { "score": 6.428650379180908, "text": "June 29, 2006,", "probability": 7.864680205693543e-05 }, { "score": 6.3180317878723145, "text": "This agreement is executed the date first hereinafter written", "probability": 7.041092085650907e-05 }, { "score": 6.041557312011719, "text": "as of June 29, 2006", "probability": 5.3403372589326915e-05 }, { "score": 5.94192361831665, "text": "29, 2006 between PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!\n\nPrime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006", "probability": 4.8339073432831944e-05 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Effective Date": [ { "score": 15.433748245239258, "text": "June 29, 2006", "probability": 0.7414804154865121 }, { "score": 14.08789348602295, "text": "June 29, 2006 between PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!\n\nPrime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006", "probability": 0.19302003464960188 }, { "score": 12.186517715454102, "text": "June 29, 2006", "probability": 0.0288300492351327 }, { "text": "", "score": 11.42309856414795, "probability": 0.013436824946910333 }, { "score": 11.126882553100586, "text": "This agreement is executed the date first hereinafter written,", "probability": 0.009991982856204212 }, { "score": 10.542530059814453, "text": "made and entered into effective as of June 29, 2006", "probability": 0.005570197793344528 }, { "score": 9.389518737792969, "text": "the date first hereinafter written,", "probability": 0.001758426265583639 }, { "score": 9.196674346923828, "text": "made and entered into effective as of June 29, 2006 between PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!\n\nPrime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006", "probability": 0.0014500163770600407 }, { "score": 9.079812049865723, "text": "June 29, 2006 between PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!\n\nPrime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006,", "probability": 0.001290090735935862 }, { "score": 8.914517402648926, "text": "This agreement is executed the date first hereinafter written", "probability": 0.0010935375574309255 }, { "score": 8.434324264526367, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 0.0006765322020762236 }, { "score": 7.509535312652588, "text": "THIS COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT ( 'Agreement\") {5 made and entered into effective as of June 29, 2006", "probability": 0.00026832289720858627 }, { "score": 7.401198863983154, "text": "June 29", "probability": 0.00024077301589875416 }, { "score": 7.178435802459717, "text": "June 29, 2006,", "probability": 0.00019269171600324892 }, { "score": 7.177154064178467, "text": "the date first hereinafter written", "probability": 0.000192444893868848 }, { "score": 7.038878917694092, "text": "effective as of June 29, 2006", "probability": 0.00016759237648469316 }, { "score": 6.685096740722656, "text": "June", "probability": 0.00011765451884685964 }, { "score": 6.270785331726074, "text": "29, 2006", "probability": 7.774553444953595e-05 }, { "score": 6.2324018478393555, "text": ", 2006", "probability": 7.481793513644643e-05 }, { "score": 6.163680076599121, "text": "THIS COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT ( 'Agreement\") {5 made and entered into effective as of June 29, 2006 between PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!\n\nPrime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006", "probability": 6.98490063103039e-05 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Expiration Date": [ { "score": 11.511575698852539, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 0.5271923705896738 }, { "text": "", "score": 11.310535430908203, "probability": 0.4311798306506387 }, { "score": 8.708015441894531, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 0.031944667150930584 }, { "score": 7.250740051269531, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,", "probability": 0.007438951146194141 }, { "score": 4.414236545562744, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written", "probability": 0.0004361480008366109 }, { "score": 4.381293296813965, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied", "probability": 0.00042201395763764074 }, { "score": 4.332554340362549, "text": "Project Completion is satisfied.", "probability": 0.00040193863672638154 }, { "score": 3.4503979682922363, "text": "This Agreement shall remain in force until each component ofProject", "probability": 0.00016635816091089948 }, { "score": 3.2583961486816406, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 0.00013729628300341125 }, { "score": 3.2396810054779053, "text": "This Agreement shall remain in force until each component ofProject Completion", "probability": 0.0001347506585699458 }, { "score": 3.0547356605529785, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed", "probability": 0.0001119979706795968 }, { "score": 2.8989741802215576, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied", "probability": 9.584375101142256e-05 }, { "score": 2.8564562797546387, "text": "This", "probability": 9.185409290324328e-05 }, { "score": 2.5790152549743652, "text": "This Agreement shall remain in force", "probability": 6.959970623849304e-05 }, { "score": 1.9866952896118164, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis", "probability": 3.8491613302205416e-05 }, { "score": 1.7295832633972168, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is", "probability": 2.9764855593597193e-05 }, { "score": 1.7077031135559082, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,\n", "probability": 2.9120669239838266e-05 }, { "score": 1.683199405670166, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement", "probability": 2.8415776381344097e-05 }, { "score": 1.673464298248291, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the", "probability": 2.814048790139835e-05 }, { "score": 1.4473602771759033, "text": ".", "probability": 2.2445841626692196e-05 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Renewal Term": [ { "text": "", "score": 11.189900398254395, "probability": 0.9986354758068203 }, { "score": 3.889742136001587, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 0.0006745102282357444 }, { "score": 3.8410086631774902, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 0.0006424271125828124 }, { "score": -0.42838025093078613, "text": "This Agreement shall remain in force until each component ofProject Completion", "probability": 8.98776719990104e-06 }, { "score": -0.47458362579345703, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,", "probability": 8.581949292055643e-06 }, { "score": -0.5976352691650391, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied", "probability": 7.588314016664587e-06 }, { "score": -1.2139878273010254, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 4.097007693517927e-06 }, { "score": -1.7033405303955078, "text": "This", "probability": 2.5115602493531983e-06 }, { "score": -1.8221811056137085, "text": "Project Completion is satisfied.", "probability": 2.230138292430668e-06 }, { "score": -1.8802769184112549, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 2.1042682569415097e-06 }, { "score": -2.0768415927886963, "text": "This Agreement shall remain in force until each component ofProject Completion", "probability": 1.7287577913560037e-06 }, { "score": -2.120692491531372, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 1.6545882927544797e-06 }, { "score": -2.121696710586548, "text": "This Agreement shall remain in force until each component ofProject", "probability": 1.652927557672897e-06 }, { "score": -2.325662136077881, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest,", "probability": 1.3479468293744396e-06 }, { "score": -2.630903482437134, "text": "This", "probability": 9.933633418099477e-07 }, { "score": -2.6583409309387207, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 9.664784986111371e-07 }, { "score": -2.7240898609161377, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied", "probability": 9.049775364338537e-07 }, { "score": -2.773613929748535, "text": "To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 8.612510598648476e-07 }, { "score": -2.9810593128204346, "text": "Project Completion is satisfied.", "probability": 6.999022412037871e-07 }, { "score": -3.0163185596466064, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written", "probability": 6.756542110404285e-07 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.543209075927734, "probability": 0.9999953715015044 }, { "score": -1.2997723817825317, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 2.644612288438058e-06 }, { "score": -2.308135509490967, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 9.64795944998099e-07 }, { "score": -3.982044219970703, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.8091149115783295e-07 }, { "score": -4.500442028045654, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.0772806169163006e-07 }, { "score": -4.598788738250732, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 9.763767119015824e-08 }, { "score": -4.889664173126221, "text": "Project Completion will include, but not limited to:", "probability": 7.299478201764214e-08 }, { "score": -4.89486026763916, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,", "probability": 7.261647793437752e-08 }, { "score": -4.95141077041626, "text": "Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 6.862393373111746e-08 }, { "score": -5.087221145629883, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 5.990925417209717e-08 }, { "score": -5.182580947875977, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 5.4460255820344763e-08 }, { "score": -5.195858955383301, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 5.374191177747692e-08 }, { "score": -5.2975263595581055, "text": "To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 4.854667823593298e-08 }, { "score": -5.446351528167725, "text": "In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 4.183363179172168e-08 }, { "score": -5.768577575683594, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,\n\nPRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President\n\n-2 -\n\n\n\n\n\nPRIME OFFSHORE L.L.C. Byi'Sj' JimR- Brcck___________________ JiinE. Brcck President and Chief Financial Officer\n\n\n\n\n\nGUARANTY BANK, FS B ' Kelly L. ELmcre. El Kell)r L Ebncre.", "probability": 3.030990500121821e-08 }, { "score": -5.81471586227417, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.8943228409044585e-08 }, { "score": -5.8499345779418945, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 2.79416261759628e-08 }, { "score": -5.945920944213867, "text": "This", "probability": 2.5384308011698054e-08 }, { "score": -6.008035659790039, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 2.3855539934249045e-08 }, { "score": -6.01662540435791, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written", "probability": 2.36515045003546e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Governing Law": [ { "score": 15.140122413635254, "text": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.", "probability": 0.9548800583859038 }, { "text": "", "score": 12.031800270080566, "probability": 0.04266008031529604 }, { "score": 8.386760711669922, "text": "the State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.", "probability": 0.0011142973616124307 }, { "score": 7.558438301086426, "text": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas", "probability": 0.00048670437490460944 }, { "score": 6.557530403137207, "text": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,", "probability": 0.0001788860494298868 }, { "score": 6.006487846374512, "text": "This", "probability": 0.00010310072788635491 }, { "score": 5.854500770568848, "text": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,\n\nPRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President\n\n-2 -\n\n\n\n\n\nPRIME OFFSHORE L.L.C. Byi'Sj' JimR- Brcck___________________ JiinE. Brcck President and Chief Financial Officer\n\n\n\n\n\nGUARANTY BANK, FS B ' Kelly L. ELmcre. El Kell)r L Ebncre.", "probability": 8.856346159425056e-05 }, { "score": 5.610161304473877, "text": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas", "probability": 6.936482600284027e-05 }, { "score": 5.565159797668457, "text": "shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.", "probability": 6.631249906639815e-05 }, { "score": 5.564065933227539, "text": ".", "probability": 6.624000183997884e-05 }, { "score": 5.201267242431641, "text": "this Agreement may be litigated in courts having situs in Harris County, Texas.", "probability": 4.6084923020276464e-05 }, { "score": 5.087573051452637, "text": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and", "probability": 4.1132215890613883e-05 }, { "score": 5.020727157592773, "text": "Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.", "probability": 3.8472579325137856e-05 }, { "score": 4.826740741729736, "text": "Harris County, Texas.", "probability": 3.1688674519120746e-05 }, { "score": 4.7755584716796875, "text": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe", "probability": 3.010758328210013e-05 }, { "score": 4.742504119873047, "text": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written", "probability": 2.912866452290259e-05 }, { "score": 4.6181793212890625, "text": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed", "probability": 2.572331877687826e-05 }, { "score": 4.297243118286133, "text": "Texas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.", "probability": 1.8661484042045682e-05 }, { "score": 4.052334785461426, "text": "be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.", "probability": 1.4607767241426002e-05 }, { "score": 3.748917818069458, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.", "probability": 1.0784785842820277e-05 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Most Favored Nation": [ { "text": "", "score": 11.776530265808105, "probability": 0.997072177737748 }, { "score": 4.819962501525879, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0009495713544835991 }, { "score": 4.546097278594971, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 0.0007220868727571332 }, { "score": 4.399968147277832, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 0.0006239163611179956 }, { "score": 2.756533145904541, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest,", "probability": 0.00012061230629600272 }, { "score": 2.6104040145874023, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest,", "probability": 0.0001042145953476728 }, { "score": 2.1177802085876465, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp", "probability": 6.367731546631956e-05 }, { "score": 1.765909194946289, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 4.478876695566676e-05 }, { "score": 1.6770877838134766, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 4.098212349275625e-05 }, { "score": 1.5985357761383057, "text": "To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 3.788608717086937e-05 }, { "score": 1.4498378038406372, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 3.265134271171817e-05 }, { "score": 1.312623143196106, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.8464887740838496e-05 }, { "score": 1.207582950592041, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 2.562660644499622e-05 }, { "score": 1.1029373407363892, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 2.308044024445474e-05 }, { "score": 1.0923192501068115, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 2.283666653417091e-05 }, { "score": 1.0537278652191162, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.1972156554941112e-05 }, { "score": 0.946190357208252, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 1.9731937829987498e-05 }, { "score": 0.8265397548675537, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 1.750677467506379e-05 }, { "score": 0.681079626083374, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire", "probability": 1.5136783901809232e-05 }, { "score": 0.5349507331848145, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire", "probability": 1.3078882526464098e-05 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Compete": [ { "text": "", "score": 11.35732650756836, "probability": 0.9999944241948673 }, { "score": -1.3827422857284546, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.931271209529862e-06 }, { "score": -2.824308395385742, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 6.934127066164432e-07 }, { "score": -3.3931002616882324, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 3.926165720062642e-07 }, { "score": -3.4796934127807617, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 3.6004907470211824e-07 }, { "score": -3.893387794494629, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.3806552694201354e-07 }, { "score": -3.9805264472961426, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.1819895981302475e-07 }, { "score": -4.050985336303711, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.0335402329930255e-07 }, { "score": -5.020017147064209, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 7.716273293643486e-08 }, { "score": -5.030413627624512, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 7.636466780613431e-08 }, { "score": -5.312196731567383, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 5.7612353891622366e-08 }, { "score": -5.4215087890625, "text": "but not limited to:", "probability": 5.164663092507993e-08 }, { "score": -5.480762958526611, "text": ":", "probability": 4.867525524129562e-08 }, { "score": -5.500090599060059, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;", "probability": 4.7743510622498545e-08 }, { "score": -5.595388412475586, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 4.340372821905829e-08 }, { "score": -5.732323169708252, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 3.7849228017973116e-08 }, { "score": -6.021093845367432, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs", "probability": 2.835603573417351e-08 }, { "score": -6.151096343994141, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 2.4899243203206097e-08 }, { "score": -6.200562477111816, "text": "two components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.3697540738419074e-08 }, { "score": -6.3013224601745605, "text": ", but not limited to:", "probability": 2.14261318890584e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Exclusivity": [ { "text": "", "score": 12.064885139465332, "probability": 0.9999986726712834 }, { "score": -2.998187780380249, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.8720366256925895e-07 }, { "score": -3.0131747722625732, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.829314374762016e-07 }, { "score": -3.4756951332092285, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.7816039444545463e-07 }, { "score": -3.8632214069366455, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 1.2092348173639385e-07 }, { "score": -3.909161329269409, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.1549393767039034e-07 }, { "score": -4.080399513244629, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 9.731760002024886e-08 }, { "score": -4.340728759765625, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 7.501218825396557e-08 }, { "score": -5.0343403816223145, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 3.748867879250396e-08 }, { "score": -5.36308479309082, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 2.698536216784696e-08 }, { "score": -5.511847496032715, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 2.3255272351194947e-08 }, { "score": -6.237977027893066, "text": "This agreement is executed the date first hereinafter written,", "probability": 1.125038490967438e-08 }, { "score": -6.267641067504883, "text": "two components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.0921554379658466e-08 }, { "score": -6.416670322418213, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 9.409398665034195e-09 }, { "score": -6.426229953765869, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas.", "probability": 9.31987686206668e-09 }, { "score": -6.503177642822266, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 8.629630835774446e-09 }, { "score": -6.52460241317749, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas.", "probability": 8.446709497702725e-09 }, { "score": -6.533649444580078, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 8.37063648795537e-09 }, { "score": -6.541214466094971, "text": "As", "probability": 8.307551363852019e-09 }, { "score": -6.591395378112793, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;", "probability": 7.90095779532595e-09 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.027265548706055, "probability": 0.9999987211987775 }, { "score": -2.3173937797546387, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 5.891054675543934e-07 }, { "score": -3.28375506401062, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.241339682056487e-07 }, { "score": -4.07160758972168, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.019407150917034e-07 }, { "score": -4.2773237228393555, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 8.29862794747742e-08 }, { "score": -4.537517070770264, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 6.397433188839393e-08 }, { "score": -4.922309398651123, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 4.354041602585124e-08 }, { "score": -5.613311767578125, "text": "As", "probability": 2.1816951117982045e-08 }, { "score": -5.888670444488525, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 1.6565605117215894e-08 }, { "score": -5.92328405380249, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 1.6002019861821047e-08 }, { "score": -6.07440185546875, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.3757679179091553e-08 }, { "score": -6.103195667266846, "text": "Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.3367191940565643e-08 }, { "score": -6.145362854003906, "text": "Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.2815253683360386e-08 }, { "score": -6.177544116973877, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 1.2409407973328678e-08 }, { "score": -6.22969388961792, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 1.177884492864529e-08 }, { "score": -6.25403356552124, "text": ",\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.1495612535463244e-08 }, { "score": -6.258414268493652, "text": "but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.144536381417918e-08 }, { "score": -6.3275651931762695, "text": ".", "probability": 1.0680651315415673e-08 }, { "score": -6.3424201011657715, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 1.052316384979306e-08 }, { "score": -6.3482208251953125, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.0462298582360587e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.767358779907227, "probability": 0.9999883544693162 }, { "score": -0.18117684125900269, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 6.468623218489889e-06 }, { "score": -1.734968900680542, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.367755714220063e-06 }, { "score": -1.7981927394866943, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 1.2839578697032515e-06 }, { "score": -2.3528378009796143, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 7.373462636830955e-07 }, { "score": -3.1462202072143555, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.3351078518775366e-07 }, { "score": -3.2747931480407715, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.932725153871108e-07 }, { "score": -3.3791279792785645, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.64216127279725e-07 }, { "score": -3.6640219688415527, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 1.9871535872087315e-07 }, { "score": -3.975546360015869, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 1.455251685569061e-07 }, { "score": -4.263369083404541, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 1.0912852630873443e-07 }, { "score": -4.560062885284424, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs", "probability": 8.111213063146694e-08 }, { "score": -4.727524280548096, "text": "In", "probability": 6.860539190851673e-08 }, { "score": -4.931203842163086, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 5.596304539698268e-08 }, { "score": -4.933293342590332, "text": "but not limited to:", "probability": 5.58462326723352e-08 }, { "score": -5.290404796600342, "text": "the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.9075302384339514e-08 }, { "score": -5.308181285858154, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 3.838681823697533e-08 }, { "score": -5.314217567443848, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 3.815580253229385e-08 }, { "score": -5.416064739227295, "text": ":", "probability": 3.446108347780788e-08 }, { "score": -5.494125843048096, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;", "probability": 3.187332867545232e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.101678848266602, "probability": 0.999999403249999 }, { "score": -3.415984630584717, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.822905351677828e-07 }, { "score": -4.009113311767578, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.0073296253376188e-07 }, { "score": -4.149746894836426, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 8.751756333879799e-08 }, { "score": -4.583046913146973, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 5.674340730536909e-08 }, { "score": -5.233613967895508, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 2.9605863236666686e-08 }, { "score": -5.3278703689575195, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.6942797917889874e-08 }, { "score": -5.5772175788879395, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 2.099677412947664e-08 }, { "score": -5.967376708984375, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 1.421374825154483e-08 }, { "score": -5.999056816101074, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 1.3770513122281862e-08 }, { "score": -6.533795356750488, "text": "GUARANTY BANK, FS B", "probability": 8.06707558188654e-09 }, { "score": -6.547510623931885, "text": "As", "probability": 7.957188770943038e-09 }, { "score": -6.555948734283447, "text": "Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,\n\nPRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President\n\n-2 -\n\n\n\n\n\nPRIME OFFSHORE L.L.C. Byi'Sj' JimR- Brcck___________________ JiinE. Brcck President and Chief Financial Officer\n\n\n\n\n\nGUARANTY BANK, FS B", "probability": 7.890327621602313e-09 }, { "score": -6.563862323760986, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 7.82813322300696e-09 }, { "score": -6.749690055847168, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 6.500612063490908e-09 }, { "score": -6.854877948760986, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 5.851560882458898e-09 }, { "score": -6.855220794677734, "text": "Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,", "probability": 5.8495550425704e-09 }, { "score": -7.005669593811035, "text": ". In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 5.032499595320516e-09 }, { "score": -7.098445415496826, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 4.586609024534559e-09 }, { "score": -7.146303176879883, "text": ". In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 4.372273891362248e-09 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.449012756347656, "probability": 0.9999992651586778 }, { "score": -3.912814140319824, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.1303110873354572e-07 }, { "score": -4.228511333465576, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.5535937976505615e-07 }, { "score": -4.8308820724487305, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 8.506113840667719e-08 }, { "score": -5.208575248718262, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 5.830437287867603e-08 }, { "score": -6.013077735900879, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 2.6080153163017193e-08 }, { "score": -6.042735576629639, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 2.5318029467963632e-08 }, { "score": -6.170283794403076, "text": "PRIME OFFSHORE L.L.C.", "probability": 2.2286220024729612e-08 }, { "score": -6.328774452209473, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 1.901974963055496e-08 }, { "score": -6.409267425537109, "text": "PRIME OFFSHORE L.L.C. Byi'Sj' JimR- Brcck___________________ JiinE. Brcck President and Chief Financial Officer\n\n\n\n\n\nGUARANTY BANK, FS B", "probability": 1.754878857072131e-08 }, { "score": -6.431748390197754, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.7158676354385682e-08 }, { "score": -6.632062911987305, "text": "A) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.4043918200450035e-08 }, { "score": -6.693883895874023, "text": "two components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.3202001539571917e-08 }, { "score": -6.698988914489746, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.3134776813682593e-08 }, { "score": -6.825788497924805, "text": "PRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President\n\n-2 -\n\n\n\n\n\nPRIME OFFSHORE L.L.C.", "probability": 1.1570558921171451e-08 }, { "score": -6.887700080871582, "text": "1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.0875931895955845e-08 }, { "score": -7.06477165222168, "text": "PRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President\n\n-2 -\n\n\n\n\n\nPRIME OFFSHORE L.L.C. Byi'Sj' JimR- Brcck___________________ JiinE. Brcck President and Chief Financial Officer\n\n\n\n\n\nGUARANTY BANK, FS B", "probability": 9.110983771535525e-09 }, { "score": -7.164035320281982, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 8.250031557371229e-09 }, { "score": -7.191257476806641, "text": "Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 8.028477182577155e-09 }, { "score": -7.2650957107543945, "text": "such that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 7.457025700155647e-09 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.397733688354492, "probability": 0.9999933971458612 }, { "score": -1.0257318019866943, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 4.023042530493734e-06 }, { "score": -2.5903563499450684, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 8.414858478898583e-07 }, { "score": -3.420637607574463, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 3.6682611626777655e-07 }, { "score": -3.743690252304077, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.655585366518365e-07 }, { "score": -4.297534942626953, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.526260181125973e-07 }, { "score": -4.506174087524414, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.2388472030029212e-07 }, { "score": -4.512293338775635, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 1.2312895329301125e-07 }, { "score": -4.604487895965576, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 1.1228470443481801e-07 }, { "score": -4.709589004516602, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 1.0108245209705455e-07 }, { "score": -4.863595485687256, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 8.665459637298873e-08 }, { "score": -4.892394065856934, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 8.419465840446745e-08 }, { "score": -5.18912410736084, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 6.257722777456457e-08 }, { "score": -5.213292121887207, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 6.108298954081582e-08 }, { "score": -5.616922378540039, "text": "This", "probability": 4.0796780426282474e-08 }, { "score": -5.619165420532227, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 4.070537408709276e-08 }, { "score": -5.866868019104004, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 3.1774291728414884e-08 }, { "score": -5.915717124938965, "text": "To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 3.0259446622792545e-08 }, { "score": -6.00338077545166, "text": "In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 2.7719739320755107e-08 }, { "score": -6.023443222045898, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 2.7169155032437937e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.12626838684082, "probability": 0.9998398414167524 }, { "score": 3.2016892433166504, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 0.0001330561531202082 }, { "score": 0.7334699630737305, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.1274594979942133e-05 }, { "score": -0.415496289730072, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 3.57364366582647e-06 }, { "score": -0.5203118324279785, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion", "probability": 3.218032562190517e-06 }, { "score": -1.2215452194213867, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 1.5960579059485015e-06 }, { "score": -1.450616717338562, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.2692996382024534e-06 }, { "score": -1.633516788482666, "text": "As", "probability": 1.0571379520916947e-06 }, { "score": -1.7164793014526367, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 9.729746002219398e-07 }, { "score": -1.955886960029602, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 7.658224226633957e-07 }, { "score": -2.3135273456573486, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 5.355583957908309e-07 }, { "score": -2.403735637664795, "text": "Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 4.893615787251216e-07 }, { "score": -2.4743642807006836, "text": "consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 4.5599096603660485e-07 }, { "score": -2.538696765899658, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 4.2757961835238213e-07 }, { "score": -2.8375840187072754, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 3.171114406809755e-07 }, { "score": -2.9885308742523193, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion", "probability": 2.726820336410305e-07 }, { "score": -3.0959486961364746, "text": "Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.4490945787800654e-07 }, { "score": -3.2381510734558105, "text": "such that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.124456530368168e-07 }, { "score": -3.247959613800049, "text": "In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 2.103720573759839e-07 }, { "score": -3.2551960945129395, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 2.0885519901777198e-07 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Change Of Control": [ { "text": "", "score": 12.142618179321289, "probability": 0.999998802198861 }, { "score": -2.4139580726623535, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 4.766051580296338e-07 }, { "score": -3.269057273864746, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.0267205618418082e-07 }, { "score": -3.4909310340881348, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.6234365665261894e-07 }, { "score": -3.9938249588012695, "text": "PRIME OFFSHORE L.L.C.", "probability": 9.81818627271255e-08 }, { "score": -4.668451309204102, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 5.0008608000442583e-08 }, { "score": -5.078300476074219, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 3.319323146989186e-08 }, { "score": -5.184665679931641, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 2.984390943202409e-08 }, { "score": -5.248472213745117, "text": "This agreement is executed the date first hereinafter written,\n\nPRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President\n\n-2 -\n\n\n\n\n\nPRIME OFFSHORE L.L.C.", "probability": 2.7999152618105138e-08 }, { "score": -5.729264259338379, "text": "This agreement is executed the date first hereinafter written,", "probability": 1.731169354258645e-08 }, { "score": -5.854437828063965, "text": "PRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President\n\n-2 -\n\n\n\n\n\nPRIME OFFSHORE L.L.C.", "probability": 1.5274864460968918e-08 }, { "score": -5.994195938110352, "text": ":", "probability": 1.3282541738594477e-08 }, { "score": -6.082742214202881, "text": ". In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.2156989180842885e-08 }, { "score": -6.27191162109375, "text": "A) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.0061686942446992e-08 }, { "score": -6.357561111450195, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 9.235782558310904e-09 }, { "score": -6.430792808532715, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,\n\nPRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President\n\n-2 -\n\n\n\n\n\nPRIME OFFSHORE L.L.C.", "probability": 8.58360210616119e-09 }, { "score": -6.43150520324707, "text": "but not limited to:", "probability": 8.577489370989264e-09 }, { "score": -6.552887439727783, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 7.597042448921293e-09 }, { "score": -6.555843353271484, "text": "Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,\n\nPRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President\n\n-2 -\n\n\n\n\n\nPRIME OFFSHORE L.L.C.", "probability": 7.574619404870892e-09 }, { "score": -6.593156814575195, "text": ", but not limited to:", "probability": 7.297192208901518e-09 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Anti-Assignment": [ { "text": "", "score": 11.926429748535156, "probability": 0.9999984617804374 }, { "score": -3.063373565673828, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.0903699186831117e-07 }, { "score": -3.4997122287750244, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.9976113372990408e-07 }, { "score": -3.566419839859009, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 1.8687028449060686e-07 }, { "score": -4.087727069854736, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.1095308788766725e-07 }, { "score": -4.175423622131348, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.0163733397784119e-07 }, { "score": -4.180908203125, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 1.0108142165425817e-07 }, { "score": -4.200723648071289, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 9.90981627806532e-08 }, { "score": -4.267431259155273, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 9.270322772775155e-08 }, { "score": -4.694580078125, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 6.04764765495859e-08 }, { "score": -5.005794525146484, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 4.4302451983942585e-08 }, { "score": -5.040481090545654, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 4.2792098011589695e-08 }, { "score": -5.08650016784668, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 4.0867469602789473e-08 }, { "score": -5.094179153442383, "text": "In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 4.0554850726477785e-08 }, { "score": -5.403447151184082, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 2.976661308052592e-08 }, { "score": -5.594785690307617, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.458284544089707e-08 }, { "score": -5.74149227142334, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 2.122845033135529e-08 }, { "score": -6.365583419799805, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 1.1373102416468779e-08 }, { "score": -6.425156593322754, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 1.0715357114851752e-08 }, { "score": -6.453279972076416, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 1.0418203140386102e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 11.72157096862793, "probability": 0.9997304818739025 }, { "score": 3.3306541442871094, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.00022685797914917763 }, { "score": -0.121917724609375, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 7.183252753972759e-06 }, { "score": -0.2510213851928711, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 6.313237690852212e-06 }, { "score": -0.5658578872680664, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp", "probability": 4.6080839779804345e-06 }, { "score": -0.5761582851409912, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 4.560862497104728e-06 }, { "score": -0.7034081220626831, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 4.015901731415599e-06 }, { "score": -0.7758885622024536, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 3.7351257001654858e-06 }, { "score": -1.2136001586914062, "text": "This", "probability": 2.411068176794685e-06 }, { "score": -1.5874805450439453, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s", "probability": 1.658957660589869e-06 }, { "score": -1.803615689277649, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.3365001189608331e-06 }, { "score": -1.8120384216308594, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 1.3252904106255664e-06 }, { "score": -2.0468673706054688, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To", "probability": 1.0479151975728223e-06 }, { "score": -2.289952278137207, "text": "This required liquidity\"", "probability": 8.217802600088389e-07 }, { "score": -2.3508148193359375, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 7.732562501777375e-07 }, { "score": -2.5989723205566406, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project", "probability": 6.033231719084291e-07 }, { "score": -2.6078436374664307, "text": "To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 5.97994571649011e-07 }, { "score": -2.6747238636016846, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 5.593086403773414e-07 }, { "score": -2.680729627609253, "text": "In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 5.559596314209008e-07 }, { "score": -2.6872823238372803, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 5.523285066626153e-07 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Price Restrictions": [ { "score": 13.303448677062988, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.8174153938370335 }, { "text": "", "score": 11.44795036315918, "probability": 0.12782333173720176 }, { "score": 10.186506271362305, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 0.03620528120883033 }, { "score": 8.067269325256348, "text": "reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.004349096193185569 }, { "score": 7.982057094573975, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s", "probability": 0.003993850571900791 }, { "score": 7.40899658203125, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 0.002251722116583005 }, { "score": 7.385313510894775, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance", "probability": 0.0021990209475481366 }, { "score": 6.696033954620361, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp", "probability": 0.0011037712013201191 }, { "score": 6.213805198669434, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and", "probability": 0.0006814747529986523 }, { "score": 5.975202560424805, "text": "increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0005368166304959123 }, { "score": 5.931116104125977, "text": "win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0005136643875488254 }, { "score": 5.903895378112793, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0004998706593558772 }, { "score": 5.865231990814209, "text": "dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.00048091281523625465 }, { "score": 5.644228935241699, "text": "This", "probability": 0.0003855546476482399 }, { "score": 5.611347675323486, "text": "dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0003730832857383116 }, { "score": 5.530963897705078, "text": "This required liquidity\"", "probability": 0.00034426713225257867 }, { "score": 5.397702217102051, "text": "This required liquidity", "probability": 0.00030131499803970406 }, { "score": 5.100122928619385, "text": "and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.00022376064561186848 }, { "score": 4.950326442718506, "text": "reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 0.00019263177178071222 }, { "score": 4.5193023681640625, "text": "This required liquidity\" win", "probability": 0.00012518045968995512 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Minimum Commitment": [ { "score": 11.875133514404297, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.434404559747326 }, { "text": "", "score": 11.727121353149414, "probability": 0.3746394526852175 }, { "score": 10.42839527130127, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.10223131318842084 }, { "score": 9.731529235839844, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.050925917908135915 }, { "score": 8.220462799072266, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 0.011238052337718678 }, { "score": 7.9420013427734375, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 0.008506614978455814 }, { "score": 7.645993709564209, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000.", "probability": 0.006327064979988463 }, { "score": 7.009302139282227, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp", "probability": 0.003347269336794825 }, { "score": 6.28592586517334, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000", "probability": 0.0016237992441917115 }, { "score": 6.0768585205078125, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 0.0013174542438755311 }, { "score": 5.798397064208984, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 0.0009972436208333945 }, { "score": 5.7032976150512695, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 0.0009067761752459064 }, { "score": 5.687106132507324, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 0.0008922123477868629 }, { "score": 5.237812042236328, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0005693014437908513 }, { "score": 5.109212398529053, "text": "This", "probability": 0.0005006015264968064 }, { "score": 4.865697860717773, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp", "probability": 0.000392405557531865 }, { "score": 4.740481376647949, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance", "probability": 0.00034622172947630636 }, { "score": 4.67619514465332, "text": "reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0003246647704491605 }, { "score": 4.528051853179932, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0002799608810794534 }, { "score": 4.327618598937988, "text": "This required liquidity\"", "probability": 0.00022911329718421853 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Volume Restriction": [ { "score": 12.776678085327148, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.6876910270463028 }, { "text": "", "score": 11.921698570251465, "probability": 0.29246942561358236 }, { "score": 8.785558700561523, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 0.012707854459851599 }, { "score": 6.9947509765625, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 0.0021199924761732066 }, { "score": 6.609760284423828, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance", "probability": 0.0014425636562809781 }, { "score": 5.807778358459473, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s", "probability": 0.0006469022496192917 }, { "score": 5.640314102172852, "text": "reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0005471543533784076 }, { "score": 5.417712211608887, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and", "probability": 0.0004379606445576022 }, { "score": 5.271306991577148, "text": "This", "probability": 0.00037831373331876814 }, { "score": 4.788384437561035, "text": "This required liquidity\"", "probability": 0.0002334111007285131 }, { "score": 4.740800380706787, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.00022256456133693832 }, { "score": 4.737246036529541, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion", "probability": 0.00022177489448951506 }, { "score": 4.300319194793701, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To", "probability": 0.0001432707270986392 }, { "score": 4.287741661071777, "text": "win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.00014148001964546926 }, { "score": 4.215867042541504, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp", "probability": 0.000131668037117194 }, { "score": 3.916764974594116, "text": "dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 9.762970647378566e-05 }, { "score": 3.9025111198425293, "text": "This required liquidity", "probability": 9.624797769295626e-05 }, { "score": 3.9024930000305176, "text": "This required liquidity\" win", "probability": 9.624623371349429e-05 }, { "score": 3.8538527488708496, "text": "dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 9.167682224536895e-05 }, { "score": 3.7524421215057373, "text": "increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 8.283568639333494e-05 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 11.938199996948242, "probability": 0.9999954493259633 }, { "score": -1.9751880168914795, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 9.067558886887294e-07 }, { "score": -2.1934773921966553, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 7.289345133056097e-07 }, { "score": -2.2629027366638184, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 6.800447145163426e-07 }, { "score": -2.6881959438323975, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 4.4446234823419184e-07 }, { "score": -2.7346811294555664, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 4.24274291444745e-07 }, { "score": -3.1455371379852295, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 2.8132881667565387e-07 }, { "score": -3.466386079788208, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 2.041132954477903e-07 }, { "score": -4.051791667938232, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 1.1366660219042068e-07 }, { "score": -4.182651042938232, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 9.972438655193368e-08 }, { "score": -4.231257438659668, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 9.499306136349444e-08 }, { "score": -4.291611671447754, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 8.942941168738965e-08 }, { "score": -4.397724151611328, "text": "Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 8.042597029948727e-08 }, { "score": -4.403641700744629, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 7.995145104883811e-08 }, { "score": -4.546510219573975, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 6.930735752413894e-08 }, { "score": -4.650984764099121, "text": "two components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 6.243191014630429e-08 }, { "score": -4.707761764526367, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas.", "probability": 5.8985964441749815e-08 }, { "score": -4.833192348480225, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 5.20325217227035e-08 }, { "score": -5.040534019470215, "text": "To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 4.2289011201969027e-08 }, { "score": -5.160120010375977, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion", "probability": 3.752251973269278e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 11.834556579589844, "probability": 0.9999985511610655 }, { "score": -3.310542583465576, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.6458570493990264e-07 }, { "score": -3.3544468879699707, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.532205683414077e-07 }, { "score": -3.6247217655181885, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.932502619565169e-07 }, { "score": -3.884063482284546, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 1.491040413299553e-07 }, { "score": -4.106411457061768, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.1937816976514453e-07 }, { "score": -4.476071357727051, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 8.248664906993746e-08 }, { "score": -4.91477108001709, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 5.3193527664226374e-08 }, { "score": -5.172635078430176, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 4.110265549859447e-08 }, { "score": -5.281848430633545, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.685013852853786e-08 }, { "score": -5.31373405456543, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 3.56936839851885e-08 }, { "score": -5.432633399963379, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.1692320897392636e-08 }, { "score": -5.448405742645264, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 3.11963801069538e-08 }, { "score": -5.486814498901367, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 3.00208851050131e-08 }, { "score": -5.683676242828369, "text": "Offshore\"!\n\nPrime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i \"Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 2.465627829656594e-08 }, { "score": -5.7062764167785645, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 2.4105291765803593e-08 }, { "score": -5.831450939178467, "text": "two components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.12691330551478e-08 }, { "score": -5.855369567871094, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 2.0766440384335496e-08 }, { "score": -5.975977897644043, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 1.84069794545222e-08 }, { "score": -6.0061540603637695, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 1.785982448536409e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__License Grant": [ { "text": "", "score": 11.498830795288086, "probability": 0.9999973538637784 }, { "score": -2.8395817279815674, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 5.927962022716628e-07 }, { "score": -3.0566508769989014, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 4.771264349337941e-07 }, { "score": -3.4946296215057373, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.0790853482376245e-07 }, { "score": -3.626103401184082, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.699749007074511e-07 }, { "score": -3.8037638664245605, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 2.2603017975462068e-07 }, { "score": -3.843172550201416, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 2.1729586222470439e-07 }, { "score": -5.220562934875488, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas.", "probability": 5.4809824695159095e-08 }, { "score": -5.244356632232666, "text": "for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 5.35210890074576e-08 }, { "score": -5.336343288421631, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 4.881751230027642e-08 }, { "score": -5.346526145935059, "text": "Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 4.832293291764871e-08 }, { "score": -5.372242450714111, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 4.7096088214589115e-08 }, { "score": -5.4220170974731445, "text": "for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 4.4809281667734e-08 }, { "score": -5.46142578125, "text": "for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 4.307774964489383e-08 }, { "score": -5.524187088012695, "text": "Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 4.0457227604494035e-08 }, { "score": -5.538744926452637, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.987252415680904e-08 }, { "score": -5.563595771789551, "text": "Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 3.889386879700487e-08 }, { "score": -5.579718589782715, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 3.827181810922053e-08 }, { "score": -5.755814552307129, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 3.20923551102162e-08 }, { "score": -6.007084369659424, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas.", "probability": 2.496183418704385e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.88991928100586, "probability": 0.999998715892763 }, { "score": -3.3016347885131836, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.525755680432057e-07 }, { "score": -3.5336947441101074, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.00266810045749e-07 }, { "score": -3.872774600982666, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.4267519324301061e-07 }, { "score": -3.8814821243286133, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.4143823888700524e-07 }, { "score": -4.231921195983887, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 9.9626089777756e-08 }, { "score": -4.312242031097412, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 9.193697065973035e-08 }, { "score": -4.952604293823242, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 4.846010964673133e-08 }, { "score": -5.044171333312988, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 4.421985686408038e-08 }, { "score": -5.263967037200928, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 3.549451702779775e-08 }, { "score": -5.341063499450684, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.286084319094842e-08 }, { "score": -5.354313850402832, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 3.242829750570122e-08 }, { "score": -5.38041877746582, "text": "naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.15927130515652e-08 }, { "score": -5.603046894073486, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 2.528720098378513e-08 }, { "score": -5.822718620300293, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 2.0300117039671844e-08 }, { "score": -5.902390003204346, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 1.8745528962126057e-08 }, { "score": -5.908285617828369, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 1.863533768925312e-08 }, { "score": -5.96026611328125, "text": "naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.7691409071329965e-08 }, { "score": -6.119610786437988, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 1.5085507057360517e-08 }, { "score": -6.139601707458496, "text": "A) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.4786928253393414e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 11.831748962402344, "probability": 0.9999949304434195 }, { "score": -1.2148337364196777, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.1574409836835204e-06 }, { "score": -2.660372734069824, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 5.083341825208428e-07 }, { "score": -2.8456051349639893, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 4.223805436982e-07 }, { "score": -2.9196951389312744, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.9221755223740223e-07 }, { "score": -3.1071176528930664, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 3.2518496778489304e-07 }, { "score": -3.4467849731445312, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.31534023347279e-07 }, { "score": -3.5258145332336426, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.1394035725079046e-07 }, { "score": -3.5300559997558594, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 2.1303485806749277e-07 }, { "score": -4.057146072387695, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 1.257587932010145e-07 }, { "score": -4.142021179199219, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.155254238642077e-07 }, { "score": -4.4497222900390625, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 8.492678351921976e-08 }, { "score": -4.932321548461914, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 5.2414866164138964e-08 }, { "score": -5.006993293762207, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 4.864351551272952e-08 }, { "score": -5.2855072021484375, "text": "COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i \"Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 3.681865340754766e-08 }, { "score": -5.29768180847168, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 3.637311840670293e-08 }, { "score": -5.520357608795166, "text": "Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.9112108758839295e-08 }, { "score": -5.593161106109619, "text": "two components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.7067958870070947e-08 }, { "score": -5.609882831573486, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas.", "probability": 2.6619099205999323e-08 }, { "score": -5.790123462677002, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.2228791039242973e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.106139183044434, "probability": 0.9999988585874245 }, { "score": -3.251068353652954, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.1401736548072537e-07 }, { "score": -3.3331685066223145, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.9714845149984434e-07 }, { "score": -3.378857374191284, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.883436346609877e-07 }, { "score": -3.704573154449463, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.3598605694802678e-07 }, { "score": -4.031454086303711, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 9.806901114367955e-08 }, { "score": -4.353705406188965, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 7.105257573399901e-08 }, { "score": -4.677403450012207, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 5.1404312127662505e-08 }, { "score": -5.34945011138916, "text": "COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i \"Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 2.62502470677891e-08 }, { "score": -5.364504814147949, "text": "Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.5858017260439e-08 }, { "score": -5.445652961730957, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.384256791037625e-08 }, { "score": -5.641740322113037, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 1.959717043739433e-08 }, { "score": -5.7590861320495605, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 1.7427325064692124e-08 }, { "score": -5.886875152587891, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 1.5336726240554795e-08 }, { "score": -6.042167663574219, "text": "Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i \"Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''", "probability": 1.3130763670883293e-08 }, { "score": -6.337334632873535, "text": "Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 9.774636120118493e-09 }, { "score": -6.366772651672363, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 9.49108427730347e-09 }, { "score": -6.418483257293701, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 9.012768149152184e-09 }, { "score": -6.532832622528076, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 8.038905080991157e-09 }, { "score": -6.584912300109863, "text": "A) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 7.63095661080214e-09 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.525009155273438, "probability": 0.978774797425007 }, { "score": 6.644774913787842, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.007434024305015069 }, { "score": 6.453048229217529, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000.", "probability": 0.006137028434825518 }, { "score": 6.215530872344971, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.004839557543253358 }, { "score": 5.408335208892822, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0021589621851909107 }, { "score": 3.147589683532715, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000", "probability": 0.00022512085470806128 }, { "score": 2.153613328933716, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 8.331770198649536e-05 }, { "score": 1.8190691471099854, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This", "probability": 5.96274986025131e-05 }, { "score": 1.80771803855896, "text": "This", "probability": 5.895448733155826e-05 }, { "score": 1.3953661918640137, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 3.903325200482192e-05 }, { "score": 1.3464176654815674, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 3.7168639144835175e-05 }, { "score": 1.011873483657837, "text": "This", "probability": 2.6600265319670005e-05 }, { "score": 0.8081274032592773, "text": "Prime", "probability": 2.1697024032083485e-05 }, { "score": 0.6436905860900879, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 1.8407133737340614e-05 }, { "score": 0.6292939186096191, "text": "This required liquidity\"", "probability": 1.8144030800700557e-05 }, { "score": 0.5860676765441895, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\"", "probability": 1.737644203883717e-05 }, { "score": 0.554410457611084, "text": "This required liquidity", "probability": 1.683496820716287e-05 }, { "score": 0.37482690811157227, "text": "availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 1.4067604694804608e-05 }, { "score": 0.17576980590820312, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 1.1528445608635668e-05 }, { "score": -0.22112798690795898, "text": "This required liquidity\"", "probability": 7.751758490258978e-06 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.909793853759766, "probability": 0.9999988933186528 }, { "score": -3.208308219909668, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.7182613615237263e-07 }, { "score": -3.605417251586914, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.8273803507080923e-07 }, { "score": -3.689089298248291, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.680701712580255e-07 }, { "score": -4.382747650146484, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 8.399214027898313e-08 }, { "score": -4.72415828704834, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 5.969883998402018e-08 }, { "score": -5.027427673339844, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 4.408163267938934e-08 }, { "score": -5.171553611755371, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.816493891692368e-08 }, { "score": -5.364591598510742, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 3.14651089010269e-08 }, { "score": -5.421332359313965, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.9729461302653212e-08 }, { "score": -5.448263645172119, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 2.8939493847566168e-08 }, { "score": -5.470066547393799, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 2.8315357607828246e-08 }, { "score": -5.594872951507568, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 2.499305346848773e-08 }, { "score": -5.7074995040893555, "text": "naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.2330900063696796e-08 }, { "score": -5.935671806335449, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.77751083297109e-08 }, { "score": -5.948884010314941, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 1.7541804594795796e-08 }, { "score": -5.9945149421691895, "text": "two components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.6759343679210016e-08 }, { "score": -6.073212623596191, "text": "A) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.54909851717782e-08 }, { "score": -6.198662757873535, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 1.366459414529367e-08 }, { "score": -6.406143665313721, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 1.110424215230439e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.056053161621094, "probability": 0.9999970319829912 }, { "score": -2.17746639251709, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 6.583543516976526e-07 }, { "score": -2.3627400398254395, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 5.470114133049655e-07 }, { "score": -2.5503225326538086, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 4.5345098160990585e-07 }, { "score": -2.984215497970581, "text": "In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 2.9382789633968014e-07 }, { "score": -3.3817687034606934, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 1.9744123659550695e-07 }, { "score": -4.105907440185547, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 9.570803613809637e-08 }, { "score": -4.150880336761475, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 9.149912144509511e-08 }, { "score": -4.158885478973389, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 9.07695818954609e-08 }, { "score": -4.191867828369141, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 8.7824620665575e-08 }, { "score": -4.265492916107178, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 8.159082290098324e-08 }, { "score": -4.415265083312988, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 7.024187365339262e-08 }, { "score": -4.50904655456543, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 6.395394102186708e-08 }, { "score": -4.6528425216674805, "text": "In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 5.538823383998665e-08 }, { "score": -4.881902694702148, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 4.404919214007994e-08 }, { "score": -5.023632049560547, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 3.822836035180189e-08 }, { "score": -5.050395488739014, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 3.7218807763891587e-08 }, { "score": -5.584567070007324, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.1815978004100915e-08 }, { "score": -5.670718193054199, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 2.0015190579837763e-08 }, { "score": -5.690284729003906, "text": "In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000.", "probability": 1.9627369167637412e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.222091674804688, "probability": 0.9999851356496281 }, { "score": 0.5181740522384644, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 8.261267870215688e-06 }, { "score": -1.3113713264465332, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.325822063387568e-06 }, { "score": -1.7079987525939941, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 8.917274576010256e-07 }, { "score": -1.961988925933838, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 6.917124757108899e-07 }, { "score": -1.9688441753387451, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000.", "probability": 6.869868304185202e-07 }, { "score": -2.027489423751831, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 6.478569228676482e-07 }, { "score": -2.147681951522827, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 5.744869296240611e-07 }, { "score": -2.402219772338867, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 4.4538519983494986e-07 }, { "score": -2.9140515327453613, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.6696238409489566e-07 }, { "score": -3.2110793590545654, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 1.9835928134408858e-07 }, { "score": -3.4963810443878174, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 1.4912401173325587e-07 }, { "score": -3.6497280597686768, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.2792334763172372e-07 }, { "score": -3.745847463607788, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000.", "probability": 1.1619988259800254e-07 }, { "score": -3.9360642433166504, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 9.607172561932123e-08 }, { "score": -4.016958236694336, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000.", "probability": 8.860613163123209e-08 }, { "score": -4.063615322113037, "text": "To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 8.456698782024708e-08 }, { "score": -4.192257404327393, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 7.435879020983923e-08 }, { "score": -4.199171543121338, "text": "In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000.", "probability": 7.384643649721982e-08 }, { "score": -4.356666088104248, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000.", "probability": 6.308564259950574e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Audit Rights": [ { "text": "", "score": 12.176200866699219, "probability": 0.9999996847928526 }, { "score": -3.53574275970459, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.5010302555056042e-07 }, { "score": -5.127589225769043, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 3.055338340595169e-08 }, { "score": -5.268096923828125, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.654835351361531e-08 }, { "score": -5.6876726150512695, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 1.745091425283731e-08 }, { "score": -5.702973365783691, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.718593452774229e-08 }, { "score": -5.7872843742370605, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 1.579637180080688e-08 }, { "score": -6.004274368286133, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.2715100294786953e-08 }, { "score": -6.845775604248047, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 5.481008137800039e-09 }, { "score": -6.866203784942627, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 5.370177006583508e-09 }, { "score": -7.064260482788086, "text": ":", "probability": 4.405281545161975e-09 }, { "score": -7.089580059051514, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 4.2951419115163744e-09 }, { "score": -7.206411361694336, "text": "but not limited to:", "probability": 3.821539276221657e-09 }, { "score": -7.255257606506348, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 3.6393571122406994e-09 }, { "score": -7.302356719970703, "text": "the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.4719206249848948e-09 }, { "score": -7.392792701721191, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 3.171713421307006e-09 }, { "score": -7.413363456726074, "text": ", but not limited to:", "probability": 3.107135368423492e-09 }, { "score": -7.45136833190918, "text": "Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.9912648452826557e-09 }, { "score": -7.57935094833374, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;", "probability": 2.6319202338247944e-09 }, { "score": -7.643816947937012, "text": "two components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.4676041671621234e-09 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.269676208496094, "probability": 0.9999668507490628 }, { "score": 1.3725643157958984, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 1.8511006765515265e-05 }, { "score": 0.5534249544143677, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 8.159852999790257e-06 }, { "score": -0.35041046142578125, "text": "Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 3.3048488490777667e-06 }, { "score": -1.7923144102096558, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 7.815210371524327e-07 }, { "score": -2.7081072330474854, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 3.1276410417190466e-07 }, { "score": -2.822295665740967, "text": "Prime", "probability": 2.790136800088103e-07 }, { "score": -2.8321290016174316, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Off", "probability": 2.762834902152697e-07 }, { "score": -2.8419487476348877, "text": "Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 2.73583733668515e-07 }, { "score": -2.8502919673919678, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 2.713106600186252e-07 }, { "score": -3.3488011360168457, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.6480374514854573e-07 }, { "score": -3.669431209564209, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 1.1959670238273714e-07 }, { "score": -3.706319570541382, "text": "Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 1.1526535534605875e-07 }, { "score": -3.735964298248291, "text": "Off", "probability": 1.1189849664297162e-07 }, { "score": -3.7567312717437744, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.0959866643830287e-07 }, { "score": -3.8530707359313965, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 9.953265116222846e-08 }, { "score": -4.0825676918029785, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement", "probability": 7.912182765612004e-08 }, { "score": -4.335876941680908, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement", "probability": 6.141656192478809e-08 }, { "score": -4.364736557006836, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 5.966943553098021e-08 }, { "score": -4.390321254730225, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 5.8162174683445015e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Cap On Liability": [ { "text": "", "score": 11.865671157836914, "probability": 0.9983819395892142 }, { "score": 4.862050533294678, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0009071162054107824 }, { "score": 3.8017797470092773, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 0.0003141905899862636 }, { "score": 3.1856513023376465, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 0.0001696727075350083 }, { "score": 2.380004405975342, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 7.58095622098969e-05 }, { "score": 1.723967432975769, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 3.9337861899909035e-05 }, { "score": 1.3393959999084473, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances", "probability": 2.677894726912459e-05 }, { "score": 0.9183205366134644, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 1.757610951242808e-05 }, { "score": 0.6051187515258789, "text": "This", "probability": 1.2849935357308156e-05 }, { "score": 0.5017738342285156, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 1.1588275607222083e-05 }, { "score": 0.24066591262817383, "text": "In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 8.925264310697664e-06 }, { "score": -0.0818791389465332, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let", "probability": 6.464598394214178e-06 }, { "score": -0.14423370361328125, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 6.073811459929799e-06 }, { "score": -0.4266289472579956, "text": "Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 4.57950577074204e-06 }, { "score": -0.486386775970459, "text": "This", "probability": 4.313860682937956e-06 }, { "score": -0.7960534691810608, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 3.165042741922922e-06 }, { "score": -0.959909975528717, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 2.6866902714579734e-06 }, { "score": -1.0745887756347656, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest,", "probability": 2.395594088145816e-06 }, { "score": -1.1207423210144043, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 2.2875416101431567e-06 }, { "score": -1.138042688369751, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 2.248306667992059e-06 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Liquidated Damages": [ { "text": "", "score": 11.975028991699219, "probability": 0.9999908358579283 }, { "score": -0.17856371402740479, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 5.2693588143954295e-06 }, { "score": -1.5823829174041748, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 1.2944546472974837e-06 }, { "score": -2.3885436058044434, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 5.780637029170625e-07 }, { "score": -2.70847749710083, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 4.1978815197370365e-07 }, { "score": -3.11276912689209, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 2.8018736894383537e-07 }, { "score": -3.569312572479248, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,", "probability": 1.7749014896451336e-07 }, { "score": -3.821859836578369, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 1.378778081164633e-07 }, { "score": -3.9189298152923584, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 1.2512307661022333e-07 }, { "score": -3.958679676055908, "text": "This", "probability": 1.2024700533385716e-07 }, { "score": -3.9774599075317383, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 1.180098119976793e-07 }, { "score": -4.065390110015869, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.0807631209180674e-07 }, { "score": -4.235096454620361, "text": "Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 9.12069615035386e-08 }, { "score": -4.3936896324157715, "text": "This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 7.783086295861196e-08 }, { "score": -4.567681312561035, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 6.540157681555523e-08 }, { "score": -4.619041442871094, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 6.212734549756239e-08 }, { "score": -4.651555061340332, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 6.013984617184434e-08 }, { "score": -4.653997421264648, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 5.999314224651922e-08 }, { "score": -4.661773681640625, "text": "Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 5.952842915839704e-08 }, { "score": -4.666680335998535, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 5.923705914259345e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.701279640197754, "probability": 0.9033414816359264 }, { "score": 9.047784805297852, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 0.06359951283732328 }, { "score": 7.562047481536865, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 0.014394820966195685 }, { "score": 6.951429843902588, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 0.007816609158932898 }, { "score": 6.8946075439453125, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.", "probability": 0.007384834822957933 }, { "score": 4.926810264587402, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest,", "probability": 0.0010321368551180926 }, { "score": 4.35704231262207, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire", "probability": 0.0005838351098609716 }, { "score": 4.259370803833008, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest,", "probability": 0.0005295073722809115 }, { "score": 4.082470893859863, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied", "probability": 0.00044365497546905143 }, { "score": 3.6896026134490967, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire", "probability": 0.00029951931241380554 }, { "score": 2.91013240814209, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 0.00013737421416625613 }, { "score": 2.240034580230713, "text": "This Agreement shall remain in force until each component ofProject Completion", "probability": 7.02886872237414e-05 }, { "score": 2.090700626373291, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied,", "probability": 6.0538341649902185e-05 }, { "score": 2.012868881225586, "text": "Once", "probability": 5.600523482791124e-05 }, { "score": 1.9786362648010254, "text": "This", "probability": 5.412047331983807e-05 }, { "score": 1.7293577194213867, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.\n\nThis agreement is executed the date first hereinafter written,", "probability": 4.217948661268226e-05 }, { "score": 1.7268881797790527, "text": "This Agreement shall remain in force until each component ofProject", "probability": 4.207545121104597e-05 }, { "score": 1.6559560298919678, "text": "Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 3.919433864724968e-05 }, { "score": 1.6121058464050293, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 3.7512797094514135e-05 }, { "score": 1.5369815826416016, "text": "To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied.", "probability": 3.4797928768135e-05 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Insurance": [ { "text": "", "score": 11.591316223144531, "probability": 0.9999954909025265 }, { "score": -2.2810487747192383, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 9.44727314694834e-07 }, { "score": -2.3768889904022217, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 8.583879163672459e-07 }, { "score": -2.5958073139190674, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 6.896179790895248e-07 }, { "score": -2.84011173248291, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 5.401427044853875e-07 }, { "score": -3.5507659912109375, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.653843396287624e-07 }, { "score": -3.837088108062744, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 1.9930912205271443e-07 }, { "score": -3.9796528816223145, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 1.7282719510584646e-07 }, { "score": -4.1871538162231445, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.4044153602467605e-07 }, { "score": -4.473475933074951, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 1.0547449515660553e-07 }, { "score": -4.527978897094727, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 9.98796746102616e-08 }, { "score": -4.624073028564453, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 9.072854950638929e-08 }, { "score": -4.893052101135254, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 6.933106010572085e-08 }, { "score": -5.152204990386963, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 5.3503127723107524e-08 }, { "score": -5.183136463165283, "text": "this Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 5.187353003781594e-08 }, { "score": -5.207810878753662, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 5.060924291622821e-08 }, { "score": -5.233438968658447, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,", "probability": 4.9328703663611337e-08 }, { "score": -5.344397068023682, "text": "Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 4.414801813423272e-08 }, { "score": -5.379888534545898, "text": "two components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 4.2608619570703426e-08 }, { "score": -5.423892021179199, "text": "A) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 4.077434495521137e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 11.882258415222168, "probability": 0.9999915333345705 }, { "score": -0.43518346548080444, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 4.473003963568739e-06 }, { "score": -1.5054028034210205, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 1.533941969378731e-06 }, { "score": -1.8400026559829712, "text": "Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 1.0977262774377227e-06 }, { "score": -3.337432622909546, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 2.4556614289630573e-07 }, { "score": -3.5911598205566406, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.9053561537973306e-07 }, { "score": -3.735116481781006, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.6498960521877095e-07 }, { "score": -3.9245662689208984, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 1.3651475255376926e-07 }, { "score": -4.324029445648193, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 9.155771233700968e-08 }, { "score": -4.540940761566162, "text": "Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 7.37040826701511e-08 }, { "score": -4.626263618469238, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 6.767625207036896e-08 }, { "score": -4.671417713165283, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 6.46883576583062e-08 }, { "score": -4.8790717124938965, "text": "This Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 5.255852142141647e-08 }, { "score": -4.994785308837891, "text": "Once a component is satisfied, Prime's absolute and unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.", "probability": 4.681546730002904e-08 }, { "score": -5.098180294036865, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad", "probability": 4.2216817515805244e-08 }, { "score": -5.130380630493164, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Off", "probability": 4.0879075249032166e-08 }, { "score": -5.1344099044799805, "text": "Guaranty to pursue its available remedies under the Credit Agreement.", "probability": 4.0714693646179494e-08 }, { "score": -5.199865341186523, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 3.813504264335292e-08 }, { "score": -5.279109477996826, "text": "Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement", "probability": 3.522970000630702e-08 }, { "score": -5.4327802658081055, "text": "Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis Agreement shad", "probability": 3.021138044172856e-08 } ], "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.398496627807617, "probability": 0.9999641802583452 }, { "score": 0.4679045081138611, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.7901466160269088e-05 }, { "score": -0.6498741507530212, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 5.853875725293992e-06 }, { "score": -1.234695553779602, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 3.2618109784321893e-06 }, { "score": -1.8838778734207153, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 1.7042075733811243e-06 }, { "score": -2.3152623176574707, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).", "probability": 1.1070687893343717e-06 }, { "score": -2.3524742126464844, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 1.0666297350280623e-06 }, { "score": -2.584178924560547, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 8.4602969900343e-07 }, { "score": -2.60402250289917, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:", "probability": 8.29406915602646e-07 }, { "score": -2.625744342803955, "text": "Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion.", "probability": 8.115849352206022e-07 }, { "score": -3.040292978286743, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 5.361641748152918e-07 }, { "score": -3.3494691848754883, "text": "As", "probability": 3.9357207062407533e-07 }, { "score": -3.6752233505249023, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:", "probability": 2.8415220799261994e-07 }, { "score": -3.7786548137664795, "text": "Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 2.5623079338230745e-07 }, { "score": -3.817866325378418, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.", "probability": 2.4637802991480136e-07 }, { "score": -4.1576762199401855, "text": "Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.7539791080152585e-07 }, { "score": -4.2331156730651855, "text": "For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:", "probability": 1.6265277528338837e-07 }, { "score": -4.46724796295166, "text": "In addition, for each Project Field, Project Completion will include, but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs", "probability": 1.2870016875178947e-07 }, { "score": -4.469101428985596, "text": ",\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion.", "probability": 1.2846184828811448e-07 }, { "score": -4.488839149475098, "text": "As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of shareholder advances.", "probability": 1.259511633402654e-07 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Document Name": [ { "score": 13.32203483581543, "text": "ODM SUPPLY AGREEMENT", "probability": 0.29478715219479584 }, { "score": 13.251631736755371, "text": "SUPPLY AGREEMENT BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu \"the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT", "probability": 0.2747469463336232 }, { "score": 12.94192123413086, "text": "SUPPLY AGREEMENT", "probability": 0.2015706572506882 }, { "score": 11.973438262939453, "text": "ODM - SUPPLY AGREEMENT BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu \"the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT", "probability": 0.07652802434530448 }, { "score": 11.663728713989258, "text": "ODM - SUPPLY AGREEMENT", "probability": 0.056145551688310626 }, { "score": 11.261943817138672, "text": "SUPPLY AGREEMENT", "probability": 0.037568373241974595 }, { "text": "", "score": 10.208271026611328, "probability": 0.01309839585290912 }, { "score": 9.80659008026123, "text": "SCHEDULE C", "probability": 0.008765370802484736 }, { "score": 9.511802673339844, "text": "ODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu ('the Manufacturer') of one part AND: AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong ('the Customer') of the other part. RECITALS a. The Manufacturer wishes to appoint the Customer to be the sole and exclusive agent for the promotion, sales, marketing distribution and administration of the Products listed in schedule A of this agreement. b. The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement. NOW IT IS AGREED as follows:- 1. TERMS OF AGREEMENT", "probability": 0.006527482988508405 }, { "score": 9.448941230773926, "text": "ODM SUPPLY AGREEMENT THIS AGREEMENT", "probability": 0.0061297868203725025 }, { "score": 9.441399574279785, "text": "SUPPLY AGREEMENT BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu \"the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu ('the Manufacturer') of one part AND: AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong ('the Customer') of the other part. RECITALS a. The Manufacturer wishes to appoint the Customer to be the sole and exclusive agent for the promotion, sales, marketing distribution and administration of the Products listed in schedule A of this agreement. b. The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement. NOW IT IS AGREED as follows:- 1. TERMS OF AGREEMENT", "probability": 0.006083731957057176 }, { "score": 9.378538131713867, "text": "SUPPLY AGREEMENT BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu \"the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT", "probability": 0.0057130719505053325 }, { "score": 8.847249984741211, "text": "SCHEDULE C - THE TERRITORIES", "probability": 0.0033584136243117227 }, { "score": 8.191427230834961, "text": "SCHEDULE C - THE TERRITORIES The Territories consisting of the following Countries: Global - All countries ODM Supply Agreement", "probability": 0.0017430665950593576 }, { "score": 8.163206100463867, "text": "ODM - SUPPLY AGREEMENT BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu \"the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu ('the Manufacturer') of one part AND: AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong ('the Customer') of the other part. RECITALS a. The Manufacturer wishes to appoint the Customer to be the sole and exclusive agent for the promotion, sales, marketing distribution and administration of the Products listed in schedule A of this agreement. b. The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement. NOW IT IS AGREED as follows:- 1. TERMS OF AGREEMENT", "probability": 0.0016945629188345297 }, { "score": 8.10034465789795, "text": "ODM - SUPPLY AGREEMENT BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu \"the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT", "probability": 0.001591319267235266 }, { "score": 7.733857154846191, "text": "EQUITY HOLDINGS LIMITED", "probability": 0.0011030464998159312 }, { "score": 7.669796943664551, "text": "ODM Supply Agreement", "probability": 0.0010346008351279543 }, { "score": 7.614114761352539, "text": "ODM Supply Agreement", "probability": 0.0009785665359760452 }, { "score": 7.451712131500244, "text": "SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu ('the Manufacturer') of one part AND: AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong ('the Customer') of the other part. RECITALS a. The Manufacturer wishes to appoint the Customer to be the sole and exclusive agent for the promotion, sales, marketing distribution and administration of the Products listed in schedule A of this agreement. b. The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement. NOW IT IS AGREED as follows:- 1. TERMS OF AGREEMENT", "probability": 0.0008318782971050626 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Parties": [ { "text": "", "score": 11.366581916809082, "probability": 0.2740932568912884 }, { "score": 10.193507194519043, "text": "AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer", "probability": 0.08480832242688337 }, { "score": 9.912517547607422, "text": "AGAPE ATP INTERNATIONAL HOLDING LIMITED", "probability": 0.06403334945633292 }, { "score": 9.875154495239258, "text": "the Customer", "probability": 0.06168501178217571 }, { "score": 9.698466300964355, "text": "the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer", "probability": 0.05169457203000031 }, { "score": 9.63355541229248, "text": "the Manufacturer", "probability": 0.048445618343581826 }, { "score": 9.583990097045898, "text": "Agape ATP International Holding Limited", "probability": 0.04610293354388308 }, { "score": 9.511918067932129, "text": "AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu ('the Manufacturer') of one part AND: AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong ('the Customer", "probability": 0.04289711409772035 }, { "score": 9.417475700378418, "text": "the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED", "probability": 0.0390312335421741 }, { "score": 9.193564414978027, "text": "the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu ('the Manufacturer') of one part AND: AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong ('the Customer", "probability": 0.03120102354689956 }, { "score": 9.171813011169434, "text": "AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu ('the Manufacturer", "probability": 0.030529685228539896 }, { "score": 9.122427940368652, "text": "Organic Preparations INC. & Agape ATP International Holding Limited", "probability": 0.02905859839782215 }, { "score": 9.112762451171875, "text": "Agape ATP International Holding Limited with authority of the board. Signature ______________ Name How Kok Choong ______________________ Common Seal of Agape ATP International Holding Limited Date 31 JANAURY, 2018 In the presence of: Witness Signature ___________________________ Date 31 JANAURY, 2018 Witness Name Ku Suat Hong Address 17-1, 17-2, 17-3, 17-4, Wisma Laxton, Jalan Desa,Taman Desa, Off Jalan Klang Lama, 58100 Kuala Lumpur. ODM Supply Agreement 11 Organic Preparations INC. & Agape ATP International Holding Limited", "probability": 0.028779085817886588 }, { "score": 9.039823532104492, "text": "AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu ('the Manufacturer') of one part AND: AGAPE ATP INTERNATIONAL HOLDING LIMITED", "probability": 0.026754696215579358 }, { "score": 9.016876220703125, "text": "the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu ('the Manufacturer') of one part AND: AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong ('the Customer", "probability": 0.02614773852764344 }, { "score": 8.958725929260254, "text": "Vanuatu \"the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer", "probability": 0.02467060402788822 }, { "score": 8.933382034301758, "text": "AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"", "probability": 0.024053211443499967 }, { "score": 8.893815040588379, "text": "Vanuatu \"the Manufacturer", "probability": 0.023120080505688208 }, { "score": 8.853460311889648, "text": "the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. 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Signed under common seal of Agape ATP International Holding Limited with authority of the board. 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The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 4.0798615977704415e-05 }, { "score": 1.7452762126922607, "text": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "probability": 3.833665489017109e-05 }, { "score": 1.7392692565917969, "text": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 3.8107058565116494e-05 }, { "score": 1.0572082996368408, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year", "probability": 1.9265936188402275e-05 }, { "score": 0.9591416716575623, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 1.7466276143553176e-05 }, { "score": 0.6070170402526855, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement. 14.10 HOW TO ACHIEVE SUPER HEALTH BEYOND 2000 - ADVANCED EDITION BOOK The Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to achieve Super Health beyond 2000 - Advanced Edition, authored by Frank D.P. Ellis and Dr. Michael Tait M.D. This appointment shall be deemed valid provided the Customer fulfils and maintains the criteria of this agreement. The Customer will provide the Manufacturer with prior notification of printing runs of the book and the quantity of books to be printed in each run. The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing.", "probability": 1.2282153979211958e-05 }, { "score": 0.461637020111084, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 1.0620300304447477e-05 }, { "score": 0.40912461280822754, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 1.0076992805707972e-05 }, { "score": 0.3396787643432617, "text": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 9.400933914066805e-06 }, { "score": 0.3289914131164551, "text": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement. 14.10 HOW TO ACHIEVE SUPER HEALTH BEYOND 2000 - ADVANCED EDITION BOOK The Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to achieve Super Health beyond 2000 - Advanced Edition, authored by Frank D.P. Ellis and Dr. Michael Tait M.D. This appointment shall be deemed valid provided the Customer fulfils and maintains the criteria of this agreement. The Customer will provide the Manufacturer with prior notification of printing runs of the book and the quantity of books to be printed in each run. The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing.", "probability": 9.300997808814697e-06 }, { "score": 0.20695006847381592, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 8.232422662309547e-06 }, { "score": 0.18361139297485352, "text": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 8.042513554854314e-06 }, { "score": 0.0009626150131225586, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows: (i) 50% of the Total Order Cost must be paid on placement of the customer's order.", "probability": 6.699901920584076e-06 }, { "score": -0.0038881301879882812, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows:", "probability": 6.667481099636772e-06 }, { "score": -0.04825472831726074, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing", "probability": 6.378133784116208e-06 }, { "score": -0.12117326259613037, "text": "The Customer agrees to supply to the Manufacturer at its own expense, within a reasonable period of time, all documentation and information as is reasonably required by or would be beneficial to the Manufacturer in the performance of its obligations under this agreement.", "probability": 5.929601499316283e-06 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Compete": [ { "text": "", "score": 11.569381713867188, "probability": 0.839863236003364 }, { "score": 9.44106388092041, "text": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.09997510763517307 }, { "score": 8.331958770751953, "text": "Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.03297719035736391 }, { "score": 7.350603103637695, "text": "That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.012359938225380254 }, { "score": 6.687792778015137, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.006370322705136548 }, { "score": 5.949126243591309, "text": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions:", "probability": 0.0030434252071263957 }, { "score": 5.803987979888916, "text": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.0026322666794812324 }, { "score": 4.840020656585693, "text": "Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions:", "probability": 0.001003885536217305 }, { "score": 3.993953227996826, "text": "14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.0004307663610588058 }, { "score": 3.7471060752868652, "text": "That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.00033654056941050586 }, { "score": 3.437009334564209, "text": "Other products outside of the product range listed in schedule A of this document", "probability": 0.00024681077847209633 }, { "score": 3.0506160259246826, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.0001677087183644166 }, { "score": 2.931839942932129, "text": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement", "probability": 0.00014892645185192617 }, { "score": 2.490389108657837, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 9.577500454797555e-05 }, { "score": 2.342383861541748, "text": "The", "probability": 8.259891054868049e-05 }, { "score": 2.2465968132019043, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 7.505411919756712e-05 }, { "score": 1.8839190006256104, "text": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions:", "probability": 5.222345012067343e-05 }, { "score": 1.8674707412719727, "text": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement. 14.10 HOW TO ACHIEVE SUPER HEALTH BEYOND 2000 - ADVANCED EDITION BOOK The Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to achieve Super Health beyond 2000 - Advanced Edition, authored by Frank D.P. Ellis and Dr. Michael Tait M.D. This appointment shall be deemed valid provided the Customer fulfils and maintains the criteria of this agreement.", "probability": 5.1371491097930497e-05 }, { "score": 1.8227343559265137, "text": "Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement", "probability": 4.912396421776188e-05 }, { "score": 1.5587854385375977, "text": "the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 3.7727831869223096e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Exclusivity": [ { "score": 14.38022232055664, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.2985031296285656 }, { "score": 14.097208976745605, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.22492501353627586 }, { "score": 13.846317291259766, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.1750156481627174 }, { "score": 13.292573928833008, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 0.10059796467195635 }, { "score": 12.861473083496094, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 0.06536789136844609 }, { "score": 12.688207626342773, "text": "The Manufacturer wishes to appoint the Customer to be the sole and exclusive agent for the promotion, sales, marketing distribution and administration of the Products listed in schedule A of this agreement.", "probability": 0.05496879843539478 }, { "text": "", "score": 12.119953155517578, "probability": 0.031140563198480242 }, { "score": 11.928253173828125, "text": "The Manufacturer wishes to appoint the Customer to be the sole and exclusive agent for the promotion, sales, marketing distribution and administration of the Products listed in schedule A of this agreement.", "probability": 0.025708232479984862 }, { "score": 10.812063217163086, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.008420096709709123 }, { "score": 10.46652603149414, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement", "probability": 0.005960081337603246 }, { "score": 9.283979415893555, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.00182674832111381 }, { "score": 9.033088684082031, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.0014214063670479685 }, { "score": 9.025940895080566, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.0014112826783486572 }, { "score": 9.01120662689209, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products", "probability": 0.0013906409050285335 }, { "score": 8.69648551940918, "text": "The Manufacturer wishes to appoint the Customer to be the sole and exclusive agent for the promotion, sales, marketing distribution and administration of the Products listed in schedule A of this agreement", "probability": 0.0010151573409029975 }, { "score": 8.483602523803711, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.0008205016319716628 }, { "score": 8.400819778442383, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.0007553136958612296 }, { "score": 8.001485824584961, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 0.0005066392441432255 }, { "score": 6.701501846313477, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.0001380775138504693 }, { "score": 6.444764137268066, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year. The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 0.00010681277259794495 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.028997421264648, "probability": 0.522611601232911 }, { "score": 11.332560539245605, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.2604475949371027 }, { "score": 11.004732131958008, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.18764901240447626 }, { "score": 8.736745834350586, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.019425506391880665 }, { "score": 7.329582214355469, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.004756077838143148 }, { "score": 6.301499843597412, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 0.0017012120612845 }, { "score": 6.022631645202637, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 0.0012872044526256053 }, { "score": 5.107428073883057, "text": "3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.0005154418445972051 }, { "score": 4.957901954650879, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer. 4. COVENANTS BY THE CUSTOMER 4.1 Compliance with Local Laws and Regulations The Customer covenants that it is and will remain for the term of this agreement in compliance with any and all Local Laws and Regulations. This includes without limitation laws relating to business practice, workplace relations, safety and taxation. 4.2 Ability to Perform The Customer covenants that it is and will remain for the term of this agreement willing and able to perform any and all of its obligations under this agreement.", "probability": 0.00044385519163822335 }, { "score": 4.7248077392578125, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.00035156835147270984 }, { "score": 4.010502815246582, "text": "The", "probability": 0.00017210404812437332 }, { "score": 3.754645347595215, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 0.00013325195801317996 }, { "score": 3.4879462718963623, "text": "The", "probability": 0.00010205814312562674 }, { "score": 3.4321630001068115, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party", "probability": 9.652088499357597e-05 }, { "score": 3.369729995727539, "text": "3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 9.067905509336744e-05 }, { "score": 2.77309513092041, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party", "probability": 4.9933471056195675e-05 }, { "score": 2.689915895462036, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer. 4. COVENANTS BY THE CUSTOMER 4.1 Compliance with Local Laws and Regulations The Customer covenants that it is and will remain for the term of this agreement in compliance with any and all Local Laws and Regulations. This includes without limitation laws relating to business practice, workplace relations, safety and taxation. 4.2 Ability to Perform The Customer covenants that it is and will remain for the term of this agreement willing and able to perform any and all of its obligations under this agreement.", "probability": 4.594809110598845e-05 }, { "score": 2.686178684234619, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer. 4. COVENANTS BY THE CUSTOMER 4.1 Compliance with Local Laws and Regulations The Customer covenants that it is and will remain for the term of this agreement in compliance with any and all Local Laws and Regulations.", "probability": 4.5776693857378166e-05 }, { "score": 2.6371588706970215, "text": "The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 4.358684045292324e-05 }, { "score": 2.298521041870117, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 3.106610804555994e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Competitive Restriction Exception": [ { "score": 12.49625015258789, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.2735817503003854 }, { "text": "", "score": 11.813972473144531, "probability": 0.13828583372875344 }, { "score": 11.777679443359375, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 0.1333570039324458 }, { "score": 11.642967224121094, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.1165496721985362 }, { "score": 11.453155517578125, "text": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.09639996575669882 }, { "score": 11.40442943572998, "text": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.09181537475068201 }, { "score": 10.794088363647461, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.04987095117493167 }, { "score": 10.614497184753418, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.04167275315019058 }, { "score": 9.499490737915039, "text": "Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.013665044375141953 }, { "score": 9.14639949798584, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.009599872592807642 }, { "score": 9.056933403015137, "text": "Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 0.008778308469312069 }, { "score": 8.876102447509766, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 0.007326169320252451 }, { "score": 7.999478816986084, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products", "probability": 0.0030490471921692168 }, { "score": 7.999235153198242, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.003048304340287792 }, { "score": 7.990598201751709, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 0.0030220896541531916 }, { "score": 7.936182022094727, "text": "The Manufacturer wishes to appoint the Customer to be the sole and exclusive agent for the promotion, sales, marketing distribution and administration of the Products listed in schedule A of this agreement.", "probability": 0.002862033399098979 }, { "score": 7.660184383392334, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 0.0021717530796561504 }, { "score": 7.537699222564697, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.0019213912852959066 }, { "score": 7.329592704772949, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions:", "probability": 0.0015604013028408105 }, { "score": 7.264646530151367, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.0014622799963597913 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.170940399169922, "probability": 0.996513491616161 }, { "score": 6.452480316162109, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.003273312913878192 }, { "score": 3.246933937072754, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.00013268945794925349 }, { "score": 2.0249998569488525, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 3.909823851952349e-05 }, { "score": 0.959403395652771, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 1.3470215031496993e-05 }, { "score": 0.7701354026794434, "text": "The", "probability": 1.1147474400197313e-05 }, { "score": -0.030121564865112305, "text": "3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 5.007596169726288e-06 }, { "score": -1.070906400680542, "text": "3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 1.7685697298494915e-06 }, { "score": -1.3854997158050537, "text": "3.5 Intellectual Property 3.5 (a) The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 1.291207520019096e-06 }, { "score": -1.4114904403686523, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party", "probability": 1.258080463912509e-06 }, { "score": -1.7327544689178467, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 9.123998887147073e-07 }, { "score": -1.7695510387420654, "text": "3.5 (a) The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 8.794368844534864e-07 }, { "score": -1.8325514793395996, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 8.257411593595065e-07 }, { "score": -1.904878854751587, "text": "(d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 7.681261539445574e-07 }, { "score": -1.9233481884002686, "text": "(a) The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 7.540695830468423e-07 }, { "score": -2.005762815475464, "text": "(b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 6.944151787337181e-07 }, { "score": -2.021493434906006, "text": "A", "probability": 6.835770664323873e-07 }, { "score": -2.048351526260376, "text": "The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 6.65461850149826e-07 }, { "score": -2.0763373374938965, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 6.47096543072328e-07 }, { "score": -2.096301555633545, "text": "The Manufacturer", "probability": 6.343058692588584e-07 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Disparagement": [ { "text": "", "score": 11.537406921386719, "probability": 0.9974691599351276 }, { "score": 5.122254371643066, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.001632428333216259 }, { "score": 4.238493919372559, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.0006745619436954235 }, { "score": 1.830758810043335, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 6.072335581262512e-05 }, { "score": 1.6926476955413818, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 5.289015861664497e-05 }, { "score": 1.2201430797576904, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.", "probability": 3.297377894772466e-05 }, { "score": 0.4660942554473877, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.", "probability": 1.5512774471914297e-05 }, { "score": 0.18757128715515137, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement.", "probability": 1.1741632692928183e-05 }, { "score": -0.4080238342285156, "text": "each party shall have the right to summarily terminate this Agreement:", "probability": 6.472392050287257e-06 }, { "score": -0.46951770782470703, "text": "Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 6.0863702179155475e-06 }, { "score": -0.6509971618652344, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement", "probability": 5.076248104729687e-06 }, { "score": -0.6924929618835449, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement. (d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 4.8699156988146455e-06 }, { "score": -0.7117795944213867, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a)", "probability": 4.776891370793402e-06 }, { "score": -0.742495059967041, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement", "probability": 4.632397388383744e-06 }, { "score": -0.9159504175186157, "text": "Where the occurrence of one of the above events is to any extent as a result of an act or omission of the breaching party, this section will not apply.", "probability": 3.894709800912219e-06 }, { "score": -1.0346202850341797, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 3.4588954482342504e-06 }, { "score": -1.1852390766143799, "text": "Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following the expiry of this period, the non-breaching party may execute any rights it may have both in law and under this agreement. 7.3 Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 2.97525726803415e-06 }, { "score": -1.233843207359314, "text": "3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 2.834105539828739e-06 }, { "score": -1.3662595748901367, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement. (d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party. ODM Supply Agreement 6 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner. The", "probability": 2.4826089759393716e-06 }, { "score": -1.3801774978637695, "text": "Without", "probability": 2.448295555111169e-06 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Termination For Convenience": [ { "score": 14.25925064086914, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.8959534274153257 }, { "text": "", "score": 11.615142822265625, "probability": 0.06367427371587663 }, { "score": 10.818939208984375, "text": "For termination to be effective, written notice of termination must be served on the other party.", "probability": 0.028719519151616742 }, { "score": 8.802953720092773, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement", "probability": 0.00382512640012393 }, { "score": 8.638348579406738, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.0032445814923233634 }, { "score": 7.682275295257568, "text": "For termination to be effective, written notice of termination must be served on the other party. Where valid, termination takes effect immediately upon service.", "probability": 0.00124721502750343 }, { "score": 6.938320159912109, "text": "due to any reason other than breach of this agreement.", "probability": 0.0005927147362012904 }, { "score": 6.903769016265869, "text": "six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.0005725855105447671 }, { "score": 6.753924369812012, "text": "either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.0004929054847785075 }, { "score": 6.525096416473389, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement", "probability": 0.00039208924820902536 }, { "score": 5.938807487487793, "text": "A", "probability": 0.0002181538524155616 }, { "score": 5.776577472686768, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 0.00018548435596908196 }, { "score": 5.726903438568115, "text": "Any notice to be served under this agreement must be served by sending it to the usual business address of the recipient by ordinary mail, facsimile, or personal delivery, and in the case of ordinary mail service will be deemed to occur one (1) day after the date of posting, and in all other cases deemed to occur on the same day.", "probability": 0.0001764956993829121 }, { "score": 5.466028213500977, "text": "by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.00013596823399765842 }, { "score": 5.418736457824707, "text": "must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.00012968773587656402 }, { "score": 5.407467365264893, "text": "their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.00012823447661305514 }, { "score": 4.948448181152344, "text": "any reason other than breach of this agreement.", "probability": 8.10317661560643e-05 }, { "score": 4.905813217163086, "text": "For termination to be effective, written notice of termination must be served on the other party.", "probability": 7.764959148242798e-05 }, { "score": 4.905112266540527, "text": "A six (6) months notice must be given by either party of their intention to terminate relations", "probability": 7.759518202433647e-05 }, { "score": 4.874567985534668, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement.", "probability": 7.526092357947407e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Rofr/Rofo/Rofn": [ { "score": 13.402847290039062, "text": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "probability": 0.7280464430325405 }, { "text": "", "score": 12.20326042175293, "probability": 0.21937398627703822 }, { "score": 10.173786163330078, "text": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.028826748250987567 }, { "score": 9.107717514038086, "text": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms", "probability": 0.00992676917936137 }, { "score": 8.677743911743164, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 0.006457624096600152 }, { "score": 7.776817321777344, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.002623042420521363 }, { "score": 7.531670570373535, "text": "Products not rejected within the foregoing time periods shall be deemed accepted by the Customer.", "probability": 0.0020527659381546523 }, { "score": 6.963216781616211, "text": "Products not rejected within the foregoing time periods shall be deemed accepted by the Customer.", "probability": 0.0011626877294183757 }, { "score": 5.383435249328613, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer. Products not rejected within the foregoing time periods shall be deemed accepted by the Customer.", "probability": 0.00023953704464282894 }, { "score": 5.268622875213623, "text": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 0.0002135552765451686 }, { "score": 5.010382652282715, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.00016495215839929054 }, { "score": 4.9572930335998535, "text": "first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "probability": 0.00015642331096242762 }, { "score": 4.88976526260376, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions:", "probability": 0.00014620914447716104 }, { "score": 4.867809295654297, "text": "The", "probability": 0.00014303396594316235 }, { "score": 4.748264312744141, "text": "Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "probability": 0.00012691748402738855 }, { "score": 4.232559680938721, "text": "the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "probability": 7.577985645974821e-05 }, { "score": 4.2147040367126465, "text": "Products not rejected within the foregoing time periods shall be deemed accepted by the Customer", "probability": 7.443876694272011e-05 }, { "score": 4.168905258178711, "text": "12. TRANSFER OF INTELLECTUAL PROPERTY The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "probability": 7.110645274924519e-05 }, { "score": 4.008993148803711, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement 7 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n12. TRANSFER OF INTELLECTUAL PROPERTY The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "probability": 6.05982478495194e-05 }, { "score": 3.954446792602539, "text": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 5.7381366379160116e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Change Of Control": [ { "score": 13.569568634033203, "text": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 0.45131809475338075 }, { "score": 12.314642906188965, "text": "If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 0.1286694448830322 }, { "text": "", "score": 12.236589431762695, "probability": 0.11900829522944471 }, { "score": 11.976269721984863, "text": "(f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 0.09173220238972327 }, { "score": 11.382556915283203, "text": "If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.", "probability": 0.05066121775132038 }, { "score": 11.144749641418457, "text": "If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.", "probability": 0.039939004714015805 }, { "score": 10.916620254516602, "text": "(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 0.03179229679359711 }, { "score": 10.742953300476074, "text": "(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.", "probability": 0.026723867159138628 }, { "score": 10.385927200317383, "text": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner", "probability": 0.018700139188108526 }, { "score": 9.746726989746094, "text": "(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.", "probability": 0.009868331154013615 }, { "score": 9.487495422363281, "text": "On either party assigning or attempting to assign this agreement without the prior written consent of the other party. ODM Supply Agreement 6 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 0.007614841630557417 }, { "score": 9.131001472473145, "text": "If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner", "probability": 0.0053313539974154485 }, { "score": 8.792628288269043, "text": "(f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner", "probability": 0.003800877856796183 }, { "score": 8.774374961853027, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.003732128553184825 }, { "score": 8.494022369384766, "text": "(d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party. ODM Supply Agreement 6 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 0.002819687705577502 }, { "score": 8.31760311126709, "text": "On either party assigning or attempting to assign this agreement without the prior written consent of the other party. ODM Supply Agreement 6 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.", "probability": 0.002363649630229839 }, { "score": 8.145648956298828, "text": "On either party assigning or attempting to assign this agreement without the prior written consent of the other party. ODM Supply Agreement 6 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.", "probability": 0.001990235001616293 }, { "score": 8.012316703796387, "text": "(d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party. ODM Supply Agreement 6 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.", "probability": 0.0017418024546328602 }, { "score": 7.732978820800781, "text": "(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner", "probability": 0.0013172978926865172 }, { "score": 7.324129104614258, "text": "(d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party. ODM Supply Agreement 6 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.", "probability": 0.0008752312615282218 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Anti-Assignment": [ { "score": 14.161628723144531, "text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "probability": 0.19373917937501448 }, { "score": 14.066682815551758, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "probability": 0.17619069639086135 }, { "score": 13.933111190795898, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "probability": 0.1541606570054383 }, { "score": 13.85763168334961, "text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "probability": 0.14295298192859138 }, { "score": 13.715546607971191, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer.", "probability": 0.12401849443012365 }, { "score": 13.619955062866211, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer.", "probability": 0.11271236803431088 }, { "score": 12.207311630249023, "text": "On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 0.02744532175031068 }, { "text": "", "score": 11.954198837280273, "probability": 0.021308007316483288 }, { "score": 11.649158477783203, "text": "(d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 0.01570599635578191 }, { "score": 11.192054748535156, "text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer", "probability": 0.009943696607908782 }, { "score": 11.097108840942383, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer", "probability": 0.009043017709162646 }, { "score": 10.274325370788574, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer", "probability": 0.0039717605740553445 }, { "score": 9.718026161193848, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer", "probability": 0.0022771171985086873 }, { "score": 9.686253547668457, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer", "probability": 0.0022059045307525863 }, { "score": 9.642547607421875, "text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer", "probability": 0.002111569906951595 }, { "score": 8.20180606842041, "text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer. Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees. 14.7 Force Majeure Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below:", "probability": 0.0004999186786752147 }, { "score": 8.106860160827637, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer. Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees. 14.7 Force Majeure Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below:", "probability": 0.0004546371075728045 }, { "score": 8.074097633361816, "text": "On either party assigning or attempting to assign this agreement without the prior written consent of the other party. ODM Supply Agreement 6 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 0.0004399834037655492 }, { "score": 8.063027381896973, "text": "On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 0.00043513953772116303 }, { "score": 7.936836242675781, "text": "Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "probability": 0.0003835521580098489 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.00825309753418, "probability": 0.9539305702567593 }, { "score": 8.388914108276367, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing.", "probability": 0.025565707482854094 }, { "score": 6.859976768493652, "text": "50% of the Total Order Cost must be paid on placement of the customer's order.", "probability": 0.005541773424450304 }, { "score": 6.152017593383789, "text": "(i) 50% of the Total Order Cost must be paid on placement of the customer's order.", "probability": 0.0027301468177348027 }, { "score": 6.082670211791992, "text": "The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer.", "probability": 0.002547233849662907 }, { "score": 6.049195289611816, "text": "50% of the Total Order Cost must be paid on placement of the customer's order. (ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer.", "probability": 0.00246337677971583 }, { "score": 5.760725021362305, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows: (i) 50% of the Total Order Cost must be paid on placement of the customer's order.", "probability": 0.0018460769411088478 }, { "score": 5.341236114501953, "text": "(i) 50% of the Total Order Cost must be paid on placement of the customer's order. (ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer.", "probability": 0.0012135790767537702 }, { "score": 4.990535736083984, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing", "probability": 0.000854595971094584 }, { "score": 4.949943542480469, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows: (i) 50% of the Total Order Cost must be paid on placement of the customer's order. (ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer.", "probability": 0.0008206006853749067 }, { "score": 4.646051406860352, "text": "The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer", "probability": 0.0006055544469529805 }, { "score": 4.612576484680176, "text": "50% of the Total Order Cost must be paid on placement of the customer's order. (ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer", "probability": 0.0005856190878097201 }, { "score": 3.9046173095703125, "text": "(i) 50% of the Total Order Cost must be paid on placement of the customer's order. (ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer", "probability": 0.00028850441303400183 }, { "score": 3.9000635147094727, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 0.0002871936099499532 }, { "score": 3.6808249950408936, "text": "(ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer.", "probability": 0.00023065384214809474 }, { "score": 3.513324499130249, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows: (i) 50% of the Total Order Cost must be paid on placement of the customer's order. (ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer", "probability": 0.00019508152963365952 }, { "score": 2.8083887100219727, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows:", "probability": 9.63976460510864e-05 }, { "score": 2.4485394954681396, "text": "The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer. The Manufacturer will notify the Customer when the goods are ready for shipment prior to the goods leaving the warehouse.", "probability": 6.726449728141856e-05 }, { "score": 2.415064573287964, "text": "50% of the Total Order Cost must be paid on placement of the customer's order. (ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer. The Manufacturer will notify the Customer when the goods are ready for shipment prior to the goods leaving the warehouse.", "probability": 6.505009374158284e-05 }, { "score": 2.414594888687134, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year", "probability": 6.501954788828987e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Price Restrictions": [ { "score": 13.531983375549316, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 0.735046066700434 }, { "text": "", "score": 11.879268646240234, "probability": 0.14078282344760393 }, { "score": 11.34547233581543, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 0.08255148285332764 }, { "score": 10.178084373474121, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year", "probability": 0.02568826238292066 }, { "score": 9.246526718139648, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing.", "probability": 0.010119624066821275 }, { "score": 8.199708938598633, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year", "probability": 0.003552525418554886 }, { "score": 6.102614879608154, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing", "probability": 0.0004362955828963368 }, { "score": 5.898690223693848, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows: (i) 50% of the Total Order Cost must be paid on placement of the customer's order.", "probability": 0.00035580943769406107 }, { "score": 5.4712138175964355, "text": "for a minimum of four (4) new products per year.", "probability": 0.00023204211701803216 }, { "score": 5.283692359924316, "text": "(i) 50% of the Total Order Cost must be paid on placement of the customer's order.", "probability": 0.00019236554389111875 }, { "score": 5.205472946166992, "text": "The", "probability": 0.00017789224870290508 }, { "score": 5.195084571838379, "text": "Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 0.00017605380319673727 }, { "score": 4.952667236328125, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year. The", "probability": 0.00013815445698751118 }, { "score": 4.905326843261719, "text": "50% of the Total Order Cost must be paid on placement of the customer's order.", "probability": 0.0001317665662725885 }, { "score": 4.6178178787231445, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00", "probability": 9.884203356172636e-05 }, { "score": 4.312404155731201, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below: (i) The outbreak of hostilities (whether or not accompanied by any formal declaration of war), riot, civil disturbance, or acts of terrorism; or (ii) The act of any government or competent authority (including the cancellation or revocation of any approval, authority or permit); or (iii) Fire, explosion, flood, inclement weather, or natural disaster; or (iv) The declaration of a state of emergency or the invocation of martial law having an effect on commerce generally; or (v) Industrial action (including strikes and lock-outs) that is of a widespread nature affecting the Principal solely or the industry or sector of which the Principal is a part (whether in a vertical sense or horizontal sense); or (vi) Any other cause, impediment or circumstance beyond the reasonable control of any party. Where the occurrence of one of the above events is to any extent as a result of an act or omission of the breaching party, this section will not apply. 14.8 New Products Designed, Formulated and Supplied by the Manufacturer The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 7.282863619570537e-05 }, { "score": 4.289196014404297, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year. The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 7.115788146108171e-05 }, { "score": 4.126083850860596, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows: (i) 50% of the Total Order Cost must be paid on placement of the customer's order. (ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer.", "probability": 6.044832859658457e-05 }, { "score": 4.088924884796143, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows:", "probability": 5.824335223783064e-05 }, { "score": 4.072859764099121, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year. The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 5.731514162534878e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Minimum Commitment": [ { "score": 13.896126747131348, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 0.3637597425506294 }, { "score": 13.438953399658203, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.23028559460325765 }, { "score": 12.916120529174805, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.13652221980270984 }, { "score": 12.563339233398438, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 0.09593837785679171 }, { "score": 12.321900367736816, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 0.07535929102464888 }, { "text": "", "score": 12.085925102233887, "probability": 0.05951878380152246 }, { "score": 10.195600509643555, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year", "probability": 0.008988692192177416 }, { "score": 9.78883171081543, "text": "Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500 ODM Supply Agreement", "probability": 0.005984654235264528 }, { "score": 9.330925941467285, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement", "probability": 0.003785934666773902 }, { "score": 9.244894027709961, "text": "Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500 ODM Supply Agreement 12 Organic Preparations INC. & Agape ATP International Holding Limited", "probability": 0.003473840944922167 }, { "score": 9.100212097167969, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.0030059057948706646 }, { "score": 9.050651550292969, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.0028605628464661906 }, { "score": 8.600841522216797, "text": "Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum", "probability": 0.0018243219374210935 }, { "score": 8.553804397583008, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement", "probability": 0.0017404979530925705 }, { "score": 8.528831481933594, "text": "Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum:", "probability": 0.001697570882498503 }, { "score": 8.52781867980957, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.0016958524494662336 }, { "score": 7.964866638183594, "text": "Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500 ODM Supply Agreement", "probability": 0.000965830904516627 }, { "score": 7.921441078186035, "text": "Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500 ODM Supply Agreement", "probability": 0.0009247867882999184 }, { "score": 7.827015399932861, "text": "Performance targets have been discussed between the Manufacturer and the Customer to determine fair and reasonable performance targets. Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500 ODM Supply Agreement", "probability": 0.0008414592050050598 }, { "score": 7.808568954467773, "text": "Minimum Annual Product Performance Requirements are listed below:", "probability": 0.0008260795596652717 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Volume Restriction": [ { "score": 13.844290733337402, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 0.8065247511428761 }, { "text": "", "score": 11.998414993286133, "probability": 0.12733976722651183 }, { "score": 10.591522216796875, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 0.03118590001681261 }, { "score": 10.456676483154297, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year", "probability": 0.027251820779871913 }, { "score": 8.184932708740234, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year", "probability": 0.0028105397930634855 }, { "score": 8.172569274902344, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.00277600578960533 }, { "score": 6.316562652587891, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.0004338773041951121 }, { "score": 6.277115821838379, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year. The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 0.0004170953923010435 }, { "score": 6.009994983673096, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.0003193201217281193 }, { "score": 5.577588081359863, "text": "The", "probability": 0.00020722128121437243 }, { "score": 5.168518543243408, "text": "Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 0.00013765047406324096 }, { "score": 4.904690742492676, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.00010573012688274932 }, { "score": 4.735591411590576, "text": "for a minimum of four (4) new products per year.", "probability": 8.928116468952118e-05 }, { "score": 4.471067428588867, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year. The", "probability": 6.852965428799285e-05 }, { "score": 4.374608039855957, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year. The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 6.22281314845399e-05 }, { "score": 4.362203598022461, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 6.146099403964552e-05 }, { "score": 4.2371416091918945, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year. The", "probability": 5.423577475329988e-05 }, { "score": 4.215888023376465, "text": "The", "probability": 5.3095233291210025e-05 }, { "score": 4.179366111755371, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter", "probability": 5.1191077233256986e-05 }, { "score": 4.161776542663574, "text": "agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 5.029852109474119e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.196313858032227, "probability": 0.747129104584998 }, { "score": 10.542928695678711, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition'", "probability": 0.1430011737996712 }, { "score": 9.030699729919434, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement", "probability": 0.031520050679995096 }, { "score": 8.439436912536621, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.017450373553094558 }, { "score": 8.381085395812988, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition", "probability": 0.016461256661992885 }, { "score": 7.869724273681641, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer:", "probability": 0.009871466427444034 }, { "score": 7.437520980834961, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.006407345866338163 }, { "score": 7.0336103439331055, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer:", "probability": 0.004278209097535039 }, { "score": 6.927908420562744, "text": "The Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to achieve Super Health beyond 2000 - Advanced Edition, authored by Frank D.P. Ellis and Dr. Michael Tait M.D.", "probability": 0.0038490738599315714 }, { "score": 6.911540985107422, "text": "On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 0.003786587160449262 }, { "score": 6.874927520751953, "text": "(d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 0.0036504544390318053 }, { "score": 6.8270263671875, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer", "probability": 0.0034797154044938 }, { "score": 6.804995536804199, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 0.003403892670269854 }, { "score": 6.217794418334961, "text": "The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer:", "probability": 0.0018921591061844133 }, { "score": 5.716308116912842, "text": "The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer:", "probability": 0.0011459480204033148 }, { "score": 5.17509651184082, "text": "The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer", "probability": 0.0006669905872584656 }, { "score": 5.1590986251831055, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer", "probability": 0.0006564050463478494 }, { "score": 5.077361106872559, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement 7 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n12. TRANSFER OF INTELLECTUAL PROPERTY The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "probability": 0.00060488631349305 }, { "score": 4.605952262878418, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement 7 Organic Preparations INC. & Agape ATP International Holding Limited", "probability": 0.0003775230720359098 }, { "score": 4.5787272453308105, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.00036738364903167177 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.089877128601074, "probability": 0.9743682761904329 }, { "score": 8.221301078796387, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition'", "probability": 0.020352694059552482 }, { "score": 6.345395088195801, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition'", "probability": 0.0031183602374520703 }, { "score": 5.253084182739258, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition", "probability": 0.0010460240871942735 }, { "score": 4.108909606933594, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition", "probability": 0.0003331447554127198 }, { "score": 4.090334415435791, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement", "probability": 0.0003270136473254727 }, { "score": 3.6650452613830566, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement", "probability": 0.00021372983216349766 }, { "score": 2.083993911743164, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement 7 Organic Preparations INC. & Agape ATP International Holding Limited", "probability": 4.397676390122714e-05 }, { "score": 1.9995428323745728, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer:", "probability": 4.041537661780874e-05 }, { "score": 1.515256643295288, "text": "Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition'", "probability": 2.4901402640456337e-05 }, { "score": 1.4689542055130005, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer", "probability": 2.377469298619244e-05 }, { "score": 1.4021553993225098, "text": "The", "probability": 2.2238452582870618e-05 }, { "score": 1.0944738388061523, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer:", "probability": 1.6348584658011193e-05 }, { "score": 0.796600341796875, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book", "probability": 1.213711157842398e-05 }, { "score": 0.7459883689880371, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement 7 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n12. TRANSFER OF INTELLECTUAL PROPERTY The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 1.1538114488498396e-05 }, { "score": 0.7067450284957886, "text": "11. INTELLECTUAL PROPERTY The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition'", "probability": 1.109408982175436e-05 }, { "score": 0.5037083625793457, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement 7", "probability": 9.055532094449133e-06 }, { "score": 0.4382290840148926, "text": "The Manufacturer is the owner of the intellectual Property", "probability": 8.481578476223116e-06 }, { "score": 0.4351649284362793, "text": "INTELLECTUAL PROPERTY The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition'", "probability": 8.455629376562105e-06 }, { "score": 0.42137908935546875, "text": "11. INTELLECTUAL PROPERTY The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition'", "probability": 8.339861244535052e-06 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__License Grant": [ { "text": "", "score": 11.612072944641113, "probability": 0.6595595276640723 }, { "score": 10.925809860229492, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.3320578316563847 }, { "score": 6.094882965087891, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.0026495299591010046 }, { "score": 5.737338066101074, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 0.001853058192620847 }, { "score": 5.679295539855957, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.001748563904625635 }, { "score": 5.3791704177856445, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.0012952059315864068 }, { "score": 4.052952289581299, "text": "13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.00034385046008916716 }, { "score": 3.2542026042938232, "text": "The", "probability": 0.00015469526794640424 }, { "score": 2.031161069869995, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "probability": 4.553201177651812e-05 }, { "score": 1.9726238250732422, "text": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 4.294320330856887e-05 }, { "score": 1.760145664215088, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B.", "probability": 3.472292836171023e-05 }, { "score": 1.7513427734375, "text": "The Manufacturer grants exclusive rights to the Customer", "probability": 3.4418607632107155e-05 }, { "score": 1.7255218029022217, "text": "13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 3.354126148803518e-05 }, { "score": 1.6599626541137695, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement", "probability": 3.141285544951624e-05 }, { "score": 1.6425931453704834, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products", "probability": 3.087194089162328e-05 }, { "score": 1.373602032661438, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 2.3590795078431833e-05 }, { "score": 1.130983829498291, "text": "Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 1.8508653763877086e-05 }, { "score": 0.8721060752868652, "text": "APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 1.4287151537861578e-05 }, { "score": 0.8486227989196777, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement. 14. MISCELLANEOUS PROVISIONS 14.1 Notice Any notice to be served under this agreement must be served by sending it to the usual business address of the recipient by ordinary mail, facsimile, or personal delivery, and in the case of ordinary mail service will be deemed to occur one (1) day after the date of posting, and in all other cases deemed to occur on the same day.", "probability": 1.3955551179895234e-05 }, { "score": 0.8483685255050659, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 1.3952003105353564e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Transferable License": [ { "text": "", "score": 11.978555679321289, "probability": 0.9896286834723046 }, { "score": 5.701292037963867, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "probability": 0.0018590510404322602 }, { "score": 5.640701770782471, "text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "probability": 0.0017497552080464457 }, { "score": 5.509827136993408, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer.", "probability": 0.0015351088080433736 }, { "score": 5.475832462310791, "text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "probability": 0.0014838003320594344 }, { "score": 5.151912212371826, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "probability": 0.0010732445377097989 }, { "score": 5.034958362579346, "text": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 0.0009547865119690555 }, { "score": 5.014010906219482, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer.", "probability": 0.0009349941863426222 }, { "score": 3.8394224643707275, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.0002888628100241641 }, { "score": 2.835066795349121, "text": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner", "probability": 0.00010580483317705822 }, { "score": 2.4064743518829346, "text": "(f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 6.892395236226876e-05 }, { "score": 2.184783935546875, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer", "probability": 5.521934477879378e-05 }, { "score": 2.1241936683654785, "text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer", "probability": 5.1972933507592614e-05 }, { "score": 2.026050567626953, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 4.7114460593004414e-05 }, { "score": 2.0090274810791016, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 4.631921502387461e-05 }, { "score": 1.8305766582489014, "text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer", "probability": 3.874904318456967e-05 }, { "score": 1.5115916728973389, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer", "probability": 2.8166154951618666e-05 }, { "score": 1.5066564083099365, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer", "probability": 2.802748998013751e-05 }, { "score": 0.5742824077606201, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The", "probability": 1.103212877181695e-05 }, { "score": 0.5136921405792236, "text": "The", "probability": 1.0383536737021141e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.02308464050293, "probability": 0.8014209426961296 }, { "score": 10.560128211975098, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.18556957924176065 }, { "score": 7.434699058532715, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.008149859994599124 }, { "score": 6.438826560974121, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.003010566451642783 }, { "score": 4.904828071594238, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.0006492936245920273 }, { "score": 3.517915725708008, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 0.00016222312374547705 }, { "score": 3.3133974075317383, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.00013221830423703539 }, { "score": 3.196267604827881, "text": "13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.00011760417938318883 }, { "score": 3.177093982696533, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition'", "probability": 0.00011537076106784805 }, { "score": 3.1714751720428467, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B.", "probability": 0.00011472433238731549 }, { "score": 3.030958890914917, "text": "The", "probability": 9.968506435645463e-05 }, { "score": 3.0178418159484863, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement 7 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n12. TRANSFER OF INTELLECTUAL PROPERTY The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 9.838602630971258e-05 }, { "score": 2.7571427822113037, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 7.580769094754396e-05 }, { "score": 2.720562219619751, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement", "probability": 7.308471067579232e-05 }, { "score": 2.3891749382019043, "text": "The Manufacturer grants exclusive rights to the Customer", "probability": 5.2469492590328324e-05 }, { "score": 2.1850059032440186, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 4.2779664972633996e-05 }, { "score": 1.9789024591445923, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer:", "probability": 3.4811905074599694e-05 }, { "score": 1.7793989181518555, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 2.8515730635552304e-05 }, { "score": 1.7060153484344482, "text": "purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 2.6498081056614643e-05 }, { "score": 1.6707117557525635, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer:", "probability": 2.557892383570708e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.141209602355957, "probability": 0.9978143437377178 }, { "score": 5.897955894470215, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.001939273702458376 }, { "score": 3.0053911209106445, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.00010750141692988351 }, { "score": 2.249979019165039, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 5.0505989160071084e-05 }, { "score": 2.1057322025299072, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 4.372172463652017e-05 }, { "score": 1.0695035457611084, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 1.5512039325049507e-05 }, { "score": 0.0758051872253418, "text": "The", "probability": 5.742634599791082e-06 }, { "score": -0.14713621139526367, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 4.5950364849521165e-06 }, { "score": -0.2568209171295166, "text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "probability": 4.117688615112375e-06 }, { "score": -0.8803528547286987, "text": "13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 2.207277934658333e-06 }, { "score": -1.0239262580871582, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B.", "probability": 1.9120704290464586e-06 }, { "score": -1.2853881120681763, "text": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 1.472151292483802e-06 }, { "score": -1.3190209865570068, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 1.4234619831221257e-06 }, { "score": -1.3511985540390015, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 1.3783875214601773e-06 }, { "score": -1.4081300497055054, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "probability": 1.3021058748999862e-06 }, { "score": -1.542244553565979, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 1.138678470703458e-06 }, { "score": -1.6164422035217285, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement", "probability": 1.0572494781638587e-06 }, { "score": -1.707999587059021, "text": "12. TRANSFER OF INTELLECTUAL PROPERTY The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 9.647496129604166e-07 }, { "score": -1.7561516761779785, "text": "The Manufacturer grants exclusive rights to the Customer", "probability": 9.193956114801403e-07 }, { "score": -1.7658722400665283, "text": "The", "probability": 9.105018638511815e-07 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.688039779663086, "probability": 0.6668747604843831 }, { "score": 10.548357009887695, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.21334690292408234 }, { "score": 9.89873218536377, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.111418643358649 }, { "score": 6.201833724975586, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.0027632187339985455 }, { "score": 6.155240058898926, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 0.0026374236278844565 }, { "score": 5.348891258239746, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.001177570881231232 }, { "score": 4.11669397354126, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.000343439763657989 }, { "score": 3.9913837909698486, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.0003029905306932815 }, { "score": 3.927309274673462, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year", "probability": 0.0002841854553641315 }, { "score": 3.5764503479003906, "text": "The", "probability": 0.00020009016903326334 }, { "score": 3.5176780223846436, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.00018866930708710212 }, { "score": 2.837841033935547, "text": "The", "probability": 9.559865932379677e-05 }, { "score": 2.8335745334625244, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 9.51916564549279e-05 }, { "score": 2.289731502532959, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B.", "probability": 5.525999697459828e-05 }, { "score": 2.1493678092956543, "text": "The Manufacturer grants exclusive rights to the Customer", "probability": 4.8023264544961604e-05 }, { "score": 2.075101137161255, "text": "13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 4.4585955011486234e-05 }, { "score": 1.9153261184692383, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement", "probability": 3.800219345965713e-05 }, { "score": 1.7639408111572266, "text": "Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 3.266351067583672e-05 }, { "score": 1.648573398590088, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement. 14. MISCELLANEOUS PROVISIONS 14.1 Notice Any notice to be served under this agreement must be served by sending it to the usual business address of the recipient by ordinary mail, facsimile, or personal delivery, and in the case of ordinary mail service will be deemed to occur one (1) day after the date of posting, and in all other cases deemed to occur on the same day. 14.2 Entire Agreement This agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements relating thereto, written or oral, between the parties. Amendments to this agreement must be in writing, signed by the duly authorized officers of the parties. The terms of any purchase order are expressly excluded", "probability": 2.9104452251388704e-05 }, { "score": 1.4421050548553467, "text": "Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 2.3675075239199043e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Irrevocable Or Perpetual License": [ { "score": 12.968713760375977, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.6743848849920566 }, { "text": "", "score": 12.004788398742676, "probability": 0.25720556584587384 }, { "score": 10.476186752319336, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.055772113469390504 }, { "score": 8.871376991271973, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.011206166697916959 }, { "score": 5.60163688659668, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.00042601706285297044 }, { "score": 5.434797763824463, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.000360553473186849 }, { "score": 4.645174980163574, "text": "The", "probability": 0.00016369705478561737 }, { "score": 4.175671577453613, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B.", "probability": 0.00010236185055021398 }, { "score": 3.687221050262451, "text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 6.280681349790129e-05 }, { "score": 3.6434733867645264, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 6.0118396885248884e-05 }, { "score": 3.562595844268799, "text": "13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 5.544759590582755e-05 }, { "score": 3.390496253967285, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement", "probability": 4.668107174145562e-05 }, { "score": 2.7601566314697266, "text": "ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 2.485351382576823e-05 }, { "score": 2.667189121246338, "text": "The", "probability": 2.2647096044698824e-05 }, { "score": 2.6073834896087646, "text": "Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 2.1332377779976743e-05 }, { "score": 2.5588064193725586, "text": ".", "probability": 2.032088006156055e-05 }, { "score": 2.5485894680023193, "text": "12. TRANSFER OF INTELLECTUAL PROPERTY The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 2.0114319623977358e-05 }, { "score": 2.492788314819336, "text": "The Manufacturer grants exclusive rights to the Customer", "probability": 1.9022658615342072e-05 }, { "score": 2.1004605293273926, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and", "probability": 1.284947612263244e-05 }, { "score": 2.068504810333252, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this", "probability": 1.24453532815993e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Source Code Escrow": [ { "text": "", "score": 12.214892387390137, "probability": 0.9999904122462969 }, { "score": -0.15559619665145874, "text": "(b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 4.241904683248264e-06 }, { "score": -1.7847695350646973, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 8.318019126290615e-07 }, { "score": -1.7865616083145142, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 8.30312597551729e-07 }, { "score": -1.9698914289474487, "text": "On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 6.912298710741492e-07 }, { "score": -2.0086231231689453, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below:", "probability": 6.649692098374826e-07 }, { "score": -2.178192377090454, "text": "(b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement. (d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 5.612528318555829e-07 }, { "score": -2.6883885860443115, "text": "(b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement.", "probability": 3.369637223390625e-07 }, { "score": -2.7976348400115967, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 3.0209121909337204e-07 }, { "score": -3.0783982276916504, "text": "(a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 2.2814140499657848e-07 }, { "score": -3.6841092109680176, "text": "On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 1.2449364255535988e-07 }, { "score": -3.743165969848633, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 1.1735433846403935e-07 }, { "score": -3.807365655899048, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement. (d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 1.1005697715842036e-07 }, { "score": -3.9100303649902344, "text": "Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 9.9318662777077e-08 }, { "score": -3.9924874305725098, "text": "On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement. (d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 9.14576872760313e-08 }, { "score": -4.032082557678223, "text": "(c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement. (d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 8.79071640880701e-08 }, { "score": -4.0470170974731445, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 8.660406585416803e-08 }, { "score": -4.317562103271484, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement.", "probability": 6.607574651922158e-08 }, { "score": -4.409463882446289, "text": "The Manufacturer covenants that it is willing and able to perform any and all of its obligations under this agreement. 3.5 Intellectual Property 3.5 (a) The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 6.027394852644831e-08 }, { "score": -4.491188049316406, "text": "(c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement.", "probability": 5.554401738467651e-08 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Post-Termination Services": [ { "text": "", "score": 12.35478401184082, "probability": 0.9887585541324824 }, { "score": 7.619575500488281, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.008681910942896321 }, { "score": 5.171774864196777, "text": "(b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 0.000750842794665983 }, { "score": 4.982857704162598, "text": "The termination of this agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this agreement.", "probability": 0.000621589024354241 }, { "score": 4.188220024108887, "text": "Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 0.00028079966012112425 }, { "score": 4.010676383972168, "text": "On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 0.00023512042310086295 }, { "score": 3.4696104526519775, "text": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner. The termination of this agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this agreement.", "probability": 0.00013687004380880677 }, { "score": 3.384441614151001, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.00012569559255786006 }, { "score": 3.071418523788452, "text": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 9.19127687445733e-05 }, { "score": 2.9748730659484863, "text": "The termination of this agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this agreement. For termination to be effective, written notice of termination must be served on the other party. Where valid, termination takes effect immediately upon service.", "probability": 8.345391001515698e-05 }, { "score": 2.575587749481201, "text": "The termination of this agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this agreement. For termination to be effective, written notice of termination must be served on the other party.", "probability": 5.59808230822902e-05 }, { "score": 1.8583245277404785, "text": "(f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner. The termination of this agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this agreement.", "probability": 2.7323467966407113e-05 }, { "score": 1.71840238571167, "text": "13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 2.375573139730211e-05 }, { "score": 1.6106433868408203, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 2.132893975481268e-05 }, { "score": 1.5307413339614868, "text": "(b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays", "probability": 1.9691021523173335e-05 }, { "score": 1.4616259336471558, "text": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner. The termination of this agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this agreement. For termination to be effective, written notice of termination must be served on the other party. Where valid, termination takes effect immediately upon service.", "probability": 1.8376035022990304e-05 }, { "score": 1.4601324796676636, "text": "(f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 1.8348611743158216e-05 }, { "score": 1.3923038244247437, "text": "The termination of this agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this agreement.", "probability": 1.714532020570255e-05 }, { "score": 1.3799309730529785, "text": "The", "probability": 1.693449067788834e-05 }, { "score": 1.2154613733291626, "text": "on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 1.436626587867309e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Audit Rights": [ { "text": "", "score": 12.267293930053711, "probability": 0.9977825670678102 }, { "score": 5.822134017944336, "text": "The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement.", "probability": 0.0015846688717728176 }, { "score": 4.257853984832764, "text": "The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement. NOW IT IS AGREED as follows:- 1. TERMS OF AGREEMENT 1.1 Commencement This agreement commences upon execution of this document. 1.2 Term This agreement is for a term of ten (10) years. 1.3 Renewal This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term. A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement. ODM Supply Agreement 2 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n2. PROVISION OF DOCUMENTATION 2.1 Provision by the Manufacturer The Manufacturer agrees to supply to the Customer, within a reasonable period of time, all documentation and information relating to the Products and their Manufacture as is required for the registration of the Products in the Territories as listed in Schedule C of this document.", "probability": 0.00033157390225178353 }, { "score": 3.119507312774658, "text": "The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement.", "probability": 0.00010621911100753289 }, { "score": 2.7626326084136963, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer.", "probability": 7.433852632655664e-05 }, { "score": 2.3829166889190674, "text": "The Manufacturer agrees to supply to the Customer, within a reasonable period of time, all documentation and information relating to the Products and their Manufacture as is required for the registration of the Products in the Territories as listed in Schedule C of this document.", "probability": 5.0851693295463585e-05 }, { "score": 1.7861158847808838, "text": "The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement", "probability": 2.7997427126513794e-05 }, { "score": 0.6500309705734253, "text": "b. The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement.", "probability": 8.989234578348052e-06 }, { "score": -0.008291244506835938, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer", "probability": 4.653899583803793e-06 }, { "score": -0.043684959411621094, "text": "The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement. NOW IT IS AGREED as follows:- 1. TERMS OF AGREEMENT 1.1 Commencement This agreement commences upon execution of this document. 1.2 Term This agreement is for a term of ten (10) years. 1.3 Renewal This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term. A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement. ODM Supply Agreement 2 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n2. PROVISION OF DOCUMENTATION 2.1 Provision by the Manufacturer The", "probability": 4.492061704987167e-06 }, { "score": -0.09808158874511719, "text": "The", "probability": 4.254235794312986e-06 }, { "score": -0.09813356399536133, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer. Products not rejected within the foregoing time periods shall be deemed accepted by the Customer.", "probability": 4.2540146850891325e-06 }, { "score": -0.39621639251708984, "text": "The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement", "probability": 3.15749925822104e-06 }, { "score": -0.5653824806213379, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either:", "probability": 2.6660933928306305e-06 }, { "score": -0.8994283676147461, "text": "The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement. NOW IT IS AGREED as follows:- 1. TERMS OF AGREEMENT 1.1 Commencement This agreement commences upon execution of this document. 1.2 Term This agreement is for a term of ten (10) years. 1.3 Renewal This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term. A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement. ODM Supply Agreement 2 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n2. PROVISION OF DOCUMENTATION 2.1 Provision by the Manufacturer The Manufacturer agrees to supply to the Customer, within a reasonable period of time, all documentation and information relating to the Products and their Manufacture as is required for the registration of the Products in the Territories as listed in Schedule C of this document", "probability": 1.90897865840641e-06 }, { "score": -0.9142493009567261, "text": "b. The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement. NOW IT IS AGREED as follows:- 1. TERMS OF AGREEMENT 1.1 Commencement This agreement commences upon execution of this document. 1.2 Term This agreement is for a term of ten (10) years. 1.3 Renewal This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term. A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement. ODM Supply Agreement 2 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n2. PROVISION OF DOCUMENTATION 2.1 Provision by the Manufacturer The Manufacturer agrees to supply to the Customer, within a reasonable period of time, all documentation and information relating to the Products and their Manufacture as is required for the registration of the Products in the Territories as listed in Schedule C of this document.", "probability": 1.8808944441722812e-06 }, { "score": -1.0803576707839966, "text": "Rejection of defective products The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer.", "probability": 1.593031909896346e-06 }, { "score": -1.149043083190918, "text": "The", "probability": 1.487286992170053e-06 }, { "score": -1.3072893619537354, "text": "The", "probability": 1.2696069582519744e-06 }, { "score": -1.3833997249603271, "text": "b. The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement.", "probability": 1.1765624487336807e-06 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Uncapped Liability": [ { "text": "", "score": 12.367022514343262, "probability": 0.9684685584930892 }, { "score": 8.56671142578125, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.02165865036539271 }, { "score": 6.895364284515381, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below:", "probability": 0.00407168854103674 }, { "score": 5.966771602630615, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below: (i) The outbreak of hostilities (whether or not accompanied by any formal declaration of war), riot, civil disturbance, or acts of terrorism; or (ii) The act of any government or competent authority (including the cancellation or revocation of any approval, authority or permit); or (iii) Fire, explosion, flood, inclement weather, or natural disaster; or (iv) The declaration of a state of emergency or the invocation of martial law having an effect on commerce generally; or (v) Industrial action (including strikes and lock-outs) that is of a widespread nature affecting the Principal solely or the industry or sector of which the Principal is a part (whether in a vertical sense or horizontal sense); or (vi) Any other cause, impediment or circumstance beyond the reasonable control of any party.", "probability": 0.0016087622692628391 }, { "score": 5.952612400054932, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.", "probability": 0.001586143984713222 }, { "score": 4.707932949066162, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement", "probability": 0.0004568621626298163 }, { "score": 4.662283897399902, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement.", "probability": 0.00043647568978866084 }, { "score": 4.616043567657471, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.0004167524291839069 }, { "score": 4.333248615264893, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement. (d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 0.00031409559997740816 }, { "score": 4.14498233795166, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 0.0002601949403835125 }, { "score": 3.7181763648986816, "text": "Where the occurrence of one of the above events is to any extent as a result of an act or omission of the breaching party, this section will not apply.", "probability": 0.00016980065778159515 }, { "score": 3.198336601257324, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below", "probability": 0.00010096615726328071 }, { "score": 3.0906710624694824, "text": "Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 9.066032635744232e-05 }, { "score": 2.99772572517395, "text": "On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.", "probability": 8.261361587187478e-05 }, { "score": 2.7328290939331055, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 6.338820966785754e-05 }, { "score": 2.66326904296875, "text": "(a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.", "probability": 5.9128782878717935e-05 }, { "score": 2.533236026763916, "text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company. 6.2 The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured. 7. BREACH / TERMINATION 7.1 Notice of Breach Each party has an obligation to notify immediately the other party of any breach of this agreement. 7.2 Rectification of Breach Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following the expiry of this period, the non-breaching party may execute any rights it may have both in law and under this agreement. 7.3 Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 5.191899988506317e-05 }, { "score": 2.367746114730835, "text": "Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following the expiry of this period, the non-breaching party may execute any rights it may have both in law and under this agreement. 7.3 Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 4.400023160097282e-05 }, { "score": 2.113734245300293, "text": "Each party has an obligation to notify immediately the other party of any breach of this agreement. 7.2 Rectification of Breach Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following the expiry of this period, the non-breaching party may execute any rights it may have both in law and under this agreement. 7.3 Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 3.413021383241423e-05 }, { "score": 1.8107256889343262, "text": "Without", "probability": 2.5208329402937947e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Cap On Liability": [ { "text": "", "score": 12.162005424499512, "probability": 0.9788840114235562 }, { "score": 7.969053268432617, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.014782750626804673 }, { "score": 6.121596813201904, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below:", "probability": 0.0023303175541580386 }, { "score": 5.375250339508057, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below:", "probability": 0.0011047930959302505 }, { "score": 5.220522880554199, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below: (i) The outbreak of hostilities (whether or not accompanied by any formal declaration of war), riot, civil disturbance, or acts of terrorism; or (ii) The act of any government or competent authority (including the cancellation or revocation of any approval, authority or permit); or (iii) Fire, explosion, flood, inclement weather, or natural disaster; or (iv) The declaration of a state of emergency or the invocation of martial law having an effect on commerce generally; or (v) Industrial action (including strikes and lock-outs) that is of a widespread nature affecting the Principal solely or the industry or sector of which the Principal is a part (whether in a vertical sense or horizontal sense); or (vi) Any other cause, impediment or circumstance beyond the reasonable control of any party.", "probability": 0.0009464194783423193 }, { "score": 4.76823616027832, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.", "probability": 0.000602085326530615 }, { "score": 4.38177490234375, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.00040909111887000633 }, { "score": 3.9548089504241943, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 0.0002669261327705336 }, { "score": 3.6195321083068848, "text": "Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following the expiry of this period, the non-breaching party may execute any rights it may have both in law and under this agreement. 7.3 Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.00019088957542361796 }, { "score": 3.287248373031616, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement.", "probability": 0.00013692199531945842 }, { "score": 2.758172035217285, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below: (i) The outbreak of hostilities (whether or not accompanied by any formal declaration of war), riot, civil disturbance, or acts of terrorism; or (ii) The act of any government or competent authority (including the cancellation or revocation of any approval, authority or permit); or (iii) Fire, explosion, flood, inclement weather, or natural disaster; or (iv) The declaration of a state of emergency or the invocation of martial law having an effect on commerce generally; or (v) Industrial action (including strikes and lock-outs) that is of a widespread nature affecting the Principal solely or the industry or sector of which the Principal is a part (whether in a vertical sense or horizontal sense); or (vi) Any other cause, impediment or circumstance beyond the reasonable control of any party. Where the occurrence of one of the above events is to any extent as a result of an act or omission of the breaching party, this section will not apply.", "probability": 8.06674419688752e-05 }, { "score": 2.5030367374420166, "text": "Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify.", "probability": 6.25020746662562e-05 }, { "score": 1.9754431247711182, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement. (d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "probability": 3.6877667026266875e-05 }, { "score": 1.7962522506713867, "text": "The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured. 7. BREACH / TERMINATION 7.1 Notice of Breach Each party has an obligation to notify immediately the other party of any breach of this agreement. 7.2 Rectification of Breach Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following the expiry of this period, the non-breaching party may execute any rights it may have both in law and under this agreement. 7.3 Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 3.082775017599144e-05 }, { "score": 1.6358833312988281, "text": "each party shall have the right to summarily terminate this Agreement:", "probability": 2.6259986235396197e-05 }, { "score": 1.5743582248687744, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement", "probability": 2.469303544978185e-05 }, { "score": 1.533095359802246, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below", "probability": 2.369486536046876e-05 }, { "score": 1.4922584295272827, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.", "probability": 2.2746731003918173e-05 }, { "score": 1.3937040567398071, "text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company.", "probability": 2.061186890156986e-05 }, { "score": 1.1958752870559692, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing.", "probability": 1.691225150593152e-05 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Liquidated Damages": [ { "text": "", "score": 12.07473373413086, "probability": 0.8381250579842984 }, { "score": 10.22655200958252, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing.", "probability": 0.13202424746993704 }, { "score": 8.387371063232422, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing.", "probability": 0.020984931915018778 }, { "score": 7.322771072387695, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing", "probability": 0.007236984842786188 }, { "score": 4.949680805206299, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing", "probability": 0.000674431202909594 }, { "score": 4.161679267883301, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.0003066994064850599 }, { "score": 3.414646625518799, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.00014530507440241452 }, { "score": 3.1703860759735107, "text": "The", "probability": 0.00011381507066146498 }, { "score": 3.065467596054077, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00", "probability": 0.00010247885290024676 }, { "score": 2.7428677082061768, "text": "The Customer will compensate the Manufacturer the amount of AUS $1.00", "probability": 7.422170118971586e-05 }, { "score": 2.379791736602783, "text": "Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing.", "probability": 5.16236863355844e-05 }, { "score": 2.063372850418091, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows: (i) 50% of the Total Order Cost must be paid on placement of the customer's order.", "probability": 3.762097416805839e-05 }, { "score": 1.8170826435089111, "text": "The", "probability": 2.940814014139964e-05 }, { "score": 1.462244987487793, "text": "Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows:", "probability": 2.062355471947923e-05 }, { "score": 1.225856065750122, "text": "Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 1.628175138664925e-05 }, { "score": 1.1105568408966064, "text": "Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below:", "probability": 1.4508659948334552e-05 }, { "score": 1.0126597881317139, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).", "probability": 1.3155614901566106e-05 }, { "score": 0.8769235610961914, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.", "probability": 1.1485810789517892e-05 }, { "score": 0.6447577476501465, "text": "The Customer will compensate the Manufacturer the amount of AUS", "probability": 9.106119096405634e-06 }, { "score": 0.5167725086212158, "text": "AUS $1.00 per book prior to printing.", "probability": 8.012167924372135e-06 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Warranty Duration": [ { "score": 12.85488224029541, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer.", "probability": 0.26924986976841575 }, { "score": 12.479394912719727, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.1849623895680393 }, { "score": 12.038836479187012, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer. Products not rejected within the foregoing time periods shall be deemed accepted by the Customer.", "probability": 0.1190560119758809 }, { "text": "", "score": 11.883990287780762, "probability": 0.10197705936873347 }, { "score": 11.475863456726074, "text": "Products not rejected within the foregoing time periods shall be deemed accepted by the Customer.", "probability": 0.06780399040763596 }, { "score": 11.3099365234375, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer. Products not rejected within the foregoing time periods shall be deemed accepted by the Customer. In the event that the Manufacturer determines that the returned Product is defective and properly rejected by the Customer, the Manufacturer shall credit to the Customer the value of the defective product and the associated shipping costs.", "probability": 0.05743731133993715 }, { "score": 10.934587478637695, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer", "probability": 0.039462271781595254 }, { "score": 10.880208969116211, "text": "Products not rejected within the foregoing time periods shall be deemed accepted by the Customer. In the event that the Manufacturer determines that the returned Product is defective and properly rejected by the Customer, the Manufacturer shall credit to the Customer the value of the defective product and the associated shipping costs.", "probability": 0.037373674312212384 }, { "score": 10.858016967773438, "text": "In the event that the Manufacturer determines that the returned Product is defective and properly rejected by the Customer, the Manufacturer shall credit to the Customer the value of the defective product and the associated shipping costs.", "probability": 0.03655341296572859 }, { "score": 10.69289493560791, "text": "Products not rejected within the foregoing time periods shall be deemed accepted by the Customer.", "probability": 0.030989626754549304 }, { "score": 9.963994979858398, "text": "Products not rejected within the foregoing time periods shall be deemed accepted by the Customer. In the event that the Manufacturer determines that the returned Product is defective and properly rejected by the Customer, the Manufacturer shall credit to the Customer the value of the defective product and the associated shipping costs.", "probability": 0.014950617030327623 }, { "score": 9.401769638061523, "text": "In the event that the Manufacturer determines that the returned Product is defective and properly rejected by the Customer, the Manufacturer shall credit to the Customer the value of the defective product and the associated shipping costs.", "probability": 0.008520944829037607 }, { "score": 9.137502670288086, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either:", "probability": 0.006542113394974064 }, { "score": 9.136679649353027, "text": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer. Products not rejected within the foregoing time periods shall be deemed accepted by the Customer", "probability": 0.006536731313777026 }, { "score": 8.89945125579834, "text": "Products not rejected within the foregoing time periods shall be deemed accepted by the Customer", "probability": 0.005156246270772887 }, { "score": 8.782108306884766, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "probability": 0.004585347525150246 }, { "score": 8.133636474609375, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement", "probability": 0.002397422175757008 }, { "score": 8.133475303649902, "text": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "probability": 0.0023970358120608205 }, { "score": 8.061220169067383, "text": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement. 14. MISCELLANEOUS PROVISIONS 14.1 Notice Any notice to be served under this agreement must be served by sending it to the usual business address of the recipient by ordinary mail, facsimile, or personal delivery, and in the case of ordinary mail service will be deemed to occur one (1) day after the date of posting, and in all other cases deemed to occur on the same day.", "probability": 0.002229946872340312 }, { "score": 7.856966495513916, "text": "Any notice to be served under this agreement must be served by sending it to the usual business address of the recipient by ordinary mail, facsimile, or personal delivery, and in the case of ordinary mail service will be deemed to occur one (1) day after the date of posting, and in all other cases deemed to occur on the same day.", "probability": 0.0018179765330744652 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Insurance": [ { "score": 13.446154594421387, "text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company.", "probability": 0.22189070000175923 }, { "score": 13.431715965270996, "text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company. 6.2 The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured.", "probability": 0.2187099207772874 }, { "score": 13.370722770690918, "text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company.", "probability": 0.20576877657500842 }, { "score": 13.36827564239502, "text": "The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured.", "probability": 0.20526584959384137 }, { "text": "", "score": 12.096464157104492, "probability": 0.057540812634946356 }, { "score": 10.999774932861328, "text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company. 6.2 The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured", "probability": 0.019217191263663995 }, { "score": 10.936334609985352, "text": "The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured", "probability": 0.018035912945897688 }, { "score": 10.675690650939941, "text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company. 6.2 The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured. 7. BREACH / TERMINATION 7.1 Notice of Breach Each party has an obligation to notify immediately the other party of any breach of this agreement. 7.2 Rectification of Breach Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following the expiry of this period, the non-breaching party may execute any rights it may have both in law and under this agreement. 7.3 Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.", "probability": 0.013897666867876335 }, { "score": 10.612250328063965, "text": "The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured. 7. BREACH / TERMINATION 7.1 Notice of Breach Each party has an obligation to notify immediately the other party of any breach of this agreement. 7.2 Rectification of Breach Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following the expiry of this period, the non-breaching party may execute any rights it may have both in law and under this agreement. 7.3 Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.", "probability": 0.013043379042287433 }, { "score": 10.133140563964844, "text": "The Customer agrees to pay freight, insurance and any associated expenses.", "probability": 0.008078214640964667 }, { "score": 9.56319808959961, "text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company", "probability": 0.004568698688473454 }, { "score": 9.31728744506836, "text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company", "probability": 0.0035726862682990204 }, { "score": 9.200284004211426, "text": "The Customer agrees to pay freight, insurance and any associated expenses. The Customer agrees to help the Manufacturer select the most appropriate carrier for each of the Territories. All freight, insurance, and other shipping expenses shall be paid by the Customer.", "probability": 0.0031781978683540655 }, { "score": 8.689397811889648, "text": "6.2 The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured.", "probability": 0.0019068032251972477 }, { "score": 8.380183219909668, "text": "The Customer agrees to pay freight, insurance and any associated expenses.", "probability": 0.0013996378768718542 }, { "score": 8.034463882446289, "text": "The Customer agrees to pay freight, insurance and any associated expenses. The Customer agrees to help the Manufacturer select the most appropriate carrier for each of the Territories. All freight, insurance, and other shipping expenses shall be paid by the Customer.", "probability": 0.0009905392435613284 }, { "score": 8.004343032836914, "text": "All freight, insurance, and other shipping expenses shall be paid by the Customer.", "probability": 0.0009611482233123814 }, { "score": 7.73128604888916, "text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company. 6.2 The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer", "probability": 0.0007314812967257775 }, { "score": 7.712032318115234, "text": "The Customer agrees to pay freight, insurance and any associated expenses. The Customer agrees to help the Manufacturer select the most appropriate carrier for each of the Territories.", "probability": 0.0007175322690969162 }, { "score": 7.399328231811523, "text": "All freight, insurance, and other shipping expenses shall be paid by the Customer.", "probability": 0.0005248506965751079 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.129019737243652, "probability": 0.5574091961297157 }, { "score": 11.40027141571045, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.26895693978448126 }, { "score": 10.426764488220215, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.10160008422676019 }, { "score": 9.45633316040039, "text": "The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.038498259648146356 }, { "score": 7.875257968902588, "text": "The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide.", "probability": 0.007921161466064716 }, { "score": 7.766017913818359, "text": "Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.0071014414867691155 }, { "score": 7.382333755493164, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.004838542947111771 }, { "score": 7.237954139709473, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 0.004188044906609127 }, { "score": 6.620909690856934, "text": "The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.002259603977612025 }, { "score": 6.301657676696777, "text": "Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement", "probability": 0.0016420370137143713 }, { "score": 6.242863178253174, "text": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.0015482775487907277 }, { "score": 6.011337757110596, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition'", "probability": 0.0012282834591787807 }, { "score": 5.3445329666137695, "text": "The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "probability": 0.0006305346570900626 }, { "score": 5.294015407562256, "text": "The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer", "probability": 0.0005994727761266631 }, { "score": 4.730276584625244, "text": "The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer:", "probability": 0.00034114640984953296 }, { "score": 4.57921838760376, "text": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "probability": 0.00029331688474920143 }, { "score": 4.48455810546875, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition'", "probability": 0.0002668250660600685 }, { "score": 4.418482780456543, "text": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement", "probability": 0.00024976436549301907 }, { "score": 4.306445598602295, "text": "Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement:", "probability": 0.00022329209412880397 }, { "score": 4.214982032775879, "text": "The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide", "probability": 0.00020377515154851485 } ], "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.030534744262695, "probability": 0.9737784913552168 }, { "score": 8.409010887145996, "text": "Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees.", "probability": 0.02604068178077581 }, { "score": 2.6223647594451904, "text": "Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees. 14.7 Force Majeure Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below:", "probability": 7.989946447717181e-05 }, { "score": 1.7935025691986084, "text": "Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees", "probability": 3.4879768434159114e-05 }, { "score": 1.463571548461914, "text": "Subject", "probability": 2.5077623120234977e-05 }, { "score": 0.6693452596664429, "text": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 1.13333493655868e-05 }, { "score": -0.016648530960083008, "text": "(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 5.707355947424811e-06 }, { "score": -0.36753928661346436, "text": "The Customer agrees to supply to the Manufacturer at its own expense, within a reasonable period of time, all documentation and information as is reasonably required by or would be beneficial to the Manufacturer in the performance of its obligations under this agreement.", "probability": 4.018324819750629e-06 }, { "score": -0.48494458198547363, "text": ".", "probability": 3.573193768559696e-06 }, { "score": -0.7379269599914551, "text": "Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto", "probability": 2.7745190889473264e-06 }, { "score": -0.9854504466056824, "text": "If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 2.1661555150833614e-06 }, { "score": -1.2629554271697998, "text": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 1.6412349286124827e-06 }, { "score": -1.3241899013519287, "text": "(f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "probability": 1.543749950824044e-06 }, { "score": -1.4341893196105957, "text": "Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees. 14.7 Force Majeure Neither", "probability": 1.3829447068263788e-06 }, { "score": -1.4482767581939697, "text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer. Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees.", "probability": 1.363599142862619e-06 }, { "score": -1.5963127613067627, "text": "this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees.", "probability": 1.1759679898426786e-06 }, { "score": -1.5975914001464844, "text": "Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees. 14.7 Force Majeure Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below: (i) The outbreak of hostilities (whether or not accompanied by any formal declaration of war), riot, civil disturbance, or acts of terrorism; or (ii) The act of any government or competent authority (including the cancellation or revocation of any approval, authority or permit); or (iii) Fire, explosion, flood, inclement weather, or natural disaster; or (iv) The declaration of a state of emergency or the invocation of martial law having an effect on commerce generally;", "probability": 1.1744653123922018e-06 }, { "score": -1.6335031986236572, "text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer. Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees.", "probability": 1.1330364947689145e-06 }, { "score": -1.721304178237915, "text": "the parties hereto, their successors and assignees.", "probability": 1.0377970160198085e-06 }, { "score": -1.8157010078430176, "text": "The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide.", "probability": 9.443139283023189e-07 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Document Name": [ { "score": 13.048465728759766, "text": "Program Content License Agreement", "probability": 0.18332546024484953 }, { "score": 13.027053833007812, "text": "Program Content License Agreement", "probability": 0.17944184080425926 }, { "score": 12.976736068725586, "text": "Program Content License Agreement This Program Content License Agreement", "probability": 0.1706361282769298 }, { "score": 12.847372055053711, "text": "Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement", "probability": 0.14993012778605505 }, { "score": 12.775642395019531, "text": "Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement", "probability": 0.13955233759298052 }, { "score": 12.410980224609375, "text": "Program Content License Agreement", "probability": 0.0969094987459922 }, { "text": "", "score": 10.723636627197266, "probability": 0.01792925870553003 }, { "score": 10.513202667236328, "text": "Program Content License Agreement (\"", "probability": 0.014526869200978516 }, { "score": 10.462884902954102, "text": "Program Content License Agreement This Program Content License Agreement (\"", "probability": 0.013813995138092193 }, { "score": 10.261791229248047, "text": "Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"", "probability": 0.011297580017112183 }, { "score": 9.420785903930664, "text": "Party B", "probability": 0.004872383389259109 }, { "score": 8.966928482055664, "text": "Program Content License Agreement (\"Agreement\")", "probability": 0.0030948077807084044 }, { "score": 8.931011199951172, "text": "Program Content License Agreement (\"Agreement", "probability": 0.0029856232401137004 }, { "score": 8.916610717773438, "text": "Program Content License Agreement This Program Content License Agreement (\"Agreement\")", "probability": 0.002942936915351043 }, { "score": 8.880693435668945, "text": "Program Content License Agreement This Program Content License Agreement (\"Agreement", "probability": 0.0028391103652483907 }, { "score": 8.715517044067383, "text": "Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\")", "probability": 0.0024068392202346973 }, { "score": 8.67959976196289, "text": "Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement", "probability": 0.002321926148675051 }, { "score": 6.958280086517334, "text": "Program Content License Agreement (\"Ag", "probability": 0.0004152300405597782 }, { "score": 6.907962322235107, "text": "Program Content License Agreement This Program Content License Agreement (\"Ag", "probability": 0.00039485354222754544 }, { "score": 6.824381351470947, "text": "Program Content License Agreement (\"Agreement\") is", "probability": 0.000363192844842873 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Parties": [ { "score": 12.52791976928711, "text": "Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 0.07397140430405412 }, { "score": 12.478317260742188, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 0.07039175090495527 }, { "score": 12.347356796264648, "text": "Party B", "probability": 0.061751336387420516 }, { "score": 12.197192192077637, "text": "Phoenix Satellite Television Company Limited", "probability": 0.053141119812779525 }, { "score": 12.18052864074707, "text": "Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 0.052262937176344317 }, { "score": 12.152961730957031, "text": "Party B", "probability": 0.05084188648098738 }, { "score": 12.14648151397705, "text": "Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (\"Party A", "probability": 0.0505134852298189 }, { "score": 12.136138916015625, "text": "Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 0.04999373696720263 }, { "score": 12.130363464355469, "text": "Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 0.04970583274477121 }, { "score": 12.102090835571289, "text": "Phoenix Satellite Television Company Limited (\"Party A", "probability": 0.048320198250386 }, { "score": 12.096315383911133, "text": "Party A", "probability": 0.048041931612424225 }, { "score": 12.085549354553223, "text": "Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited", "probability": 0.0475274850088964 }, { "score": 12.041158676147461, "text": "Phoenix Satellite Television Company Limited", "probability": 0.04546384965368497 }, { "score": 12.031410217285156, "text": "Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 0.04502280045343311 }, { "score": 12.020546913146973, "text": "Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd.", "probability": 0.04453635108653548 }, { "score": 12.003843307495117, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 0.043798612044821696 }, { "score": 11.987020492553711, "text": "Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 0.043067959150496965 }, { "score": 11.981244087219238, "text": "Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 0.04281989830127211 }, { "score": 11.903216361999512, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 0.03960578458258644 }, { "score": 11.89346981048584, "text": "Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd.", "probability": 0.03922163984712877 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Agreement Date": [ { "score": 14.956811904907227, "text": "November 24, 2009", "probability": 0.4209471176474964 }, { "score": 14.71743392944336, "text": "November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009", "probability": 0.33133476504488457 }, { "score": 14.365416526794434, "text": "November 24, 2009", "probability": 0.23301709882571908 }, { "text": "", "score": 10.971952438354492, "probability": 0.007827535800975815 }, { "score": 10.305225372314453, "text": "21/2011", "probability": 0.0040185481549409015 }, { "score": 8.69018840789795, "text": "November 24, 2009 in Beijing:", "probability": 0.0007992221934068558 }, { "score": 8.450810432434082, "text": "November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing:", "probability": 0.0006290816270486295 }, { "score": 7.5013933181762695, "text": "This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009", "probability": 0.0002434335248660838 }, { "score": 7.187742710113525, "text": "November 24, 2009 in", "probability": 0.00017789496621649405 }, { "score": 6.948364734649658, "text": "November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in", "probability": 0.00014002420817944353 }, { "score": 6.81109094619751, "text": ", 2009", "probability": 0.00012206351631363837 }, { "score": 6.655580997467041, "text": "November 24, 2009", "probability": 0.00010448375304310981 }, { "score": 6.643283843994141, "text": "24, 2009", "probability": 0.00010320676802896203 }, { "score": 6.573515892028809, "text": ", 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009", "probability": 9.625168510583561e-05 }, { "score": 6.410592555999756, "text": "24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009", "probability": 8.178085294058588e-05 }, { "score": 6.358156204223633, "text": "November 24, 2009", "probability": 7.760305483172603e-05 }, { "score": 6.301799774169922, "text": "November 24, 2009 in Beijing", "probability": 7.335057639829024e-05 }, { "score": 6.287756443023682, "text": "November 24", "probability": 7.232768914704202e-05 }, { "score": 6.221498966217041, "text": ", 2009", "probability": 6.769075111105253e-05 }, { "score": 6.204042434692383, "text": "Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009", "probability": 6.651935934541173e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Effective Date": [ { "score": 15.693778991699219, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 0.3858299531592582 }, { "score": 15.622187614440918, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 0.3591734283931688 }, { "score": 14.551318168640137, "text": "November 24, 2009", "probability": 0.12309247639412246 }, { "score": 13.871807098388672, "text": "November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009", "probability": 0.0623912376495883 }, { "score": 13.306657791137695, "text": "November 24, 2009", "probability": 0.03545539884355382 }, { "score": 12.503180503845215, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof", "probability": 0.015875836696632336 }, { "score": 12.057842254638672, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof", "probability": 0.010170180920036489 }, { "text": "", "score": 11.633264541625977, "probability": 0.006651765355767397 }, { "score": 9.123641967773438, "text": "November 24, 2009", "probability": 0.0005407813248063815 }, { "score": 7.854062080383301, "text": ".", "probability": 0.00015193231174710824 }, { "score": 7.608243942260742, "text": "Party B for the period of time from May of such year to the next succeeding May.", "probability": 0.00011882085825892613 }, { "score": 7.4991254806518555, "text": "November 24, 2009 in Beijing:", "probability": 0.00010653765646427457 }, { "score": 7.422360420227051, "text": ".", "probability": 9.866531281118279e-05 }, { "score": 7.054405212402344, "text": "the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 6.829101706801383e-05 }, { "score": 6.92573356628418, "text": "This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009", "probability": 6.0045739098334264e-05 }, { "score": 6.819613933563232, "text": "November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing:", "probability": 5.400015718480224e-05 }, { "score": 6.685436248779297, "text": "on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 4.721961000919424e-05 }, { "score": 6.6412858963012695, "text": "the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 4.518019920302998e-05 }, { "score": 6.42223596572876, "text": "on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 3.629242310359743e-05 }, { "score": 6.294986248016357, "text": "November 24, 2009 in", "probability": 3.1955978117274913e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Expiration Date": [ { "score": 15.05417537689209, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 0.9281840002153954 }, { "text": "", "score": 11.86300277709961, "probability": 0.0381702871416478 }, { "score": 11.693245887756348, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof", "probability": 0.0322107581275563 }, { "score": 7.49593448638916, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 0.000484319289228021 }, { "score": 7.0829033851623535, "text": ".", "probability": 0.00032044584011443764 }, { "score": 6.439610004425049, "text": "9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 0.00016841310100792356 }, { "score": 5.974876403808594, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party", "probability": 0.0001058143660443931 }, { "score": 5.541966438293457, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof", "probability": 6.863319635809282e-05 }, { "score": 5.261473655700684, "text": "This", "probability": 5.1846298682020704e-05 }, { "score": 4.873379707336426, "text": "and have a term of five (5) years commencing as of the effective date hereof.", "probability": 3.5169864671968535e-05 }, { "score": 4.620058536529541, "text": "five (5) years commencing as of the effective date hereof.", "probability": 2.729950111493838e-05 }, { "score": 4.580822467803955, "text": "In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May.", "probability": 2.6249117229513114e-05 }, { "score": 4.464874267578125, "text": "have a term of five (5) years commencing as of the effective date hereof.", "probability": 2.337539933535884e-05 }, { "score": 4.417989253997803, "text": "1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 2.230473851408219e-05 }, { "score": 4.408938407897949, "text": "on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 2.210377258622487e-05 }, { "score": 4.36389684677124, "text": "shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 2.1130272715251067e-05 }, { "score": 4.139982223510742, "text": "the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 1.6891188827720886e-05 }, { "score": 4.078801155090332, "text": "5) years commencing as of the effective date hereof.", "probability": 1.5888745785984812e-05 }, { "score": 3.9918203353881836, "text": "become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 1.456512870117766e-05 }, { "score": 3.6650123596191406, "text": "a term of five (5) years commencing as of the effective date hereof.", "probability": 1.050469448373012e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Renewal Term": [ { "score": 12.455142974853516, "text": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 0.3976515687560294 }, { "score": 12.413963317871094, "text": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 0.38160899438218604 }, { "text": "", "score": 11.514698028564453, "probability": 0.1552646717188718 }, { "score": 10.144030570983887, "text": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof", "probability": 0.039427508682468804 }, { "score": 8.98502254486084, "text": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof", "probability": 0.012372245978184471 }, { "score": 8.878929138183594, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 0.011126863612937698 }, { "score": 6.567817687988281, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement 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each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 8.588363603595276e-05 }, { "score": 3.841845989227295, "text": "9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof", "probability": 7.224292944267776e-05 }, { "score": 3.468034267425537, "text": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof. ARTICLE TEN FORCE MAJEURE In the event that a Party's performance of this Agreement or any covenants of the Parties is directly affected by an earthquake, typhoon, flood, fire, war, computer virus, design loophole in any software tool, hacker attack on the Internet, amendment to law or policy or any other event of force majeure which is not foreseeable or the result of which is not to be prevented or avoided, such Party shall immediately give the other Party a notice by fax of such event and within thirty days (30) thereafter provide a detailed report thereof as well as a certification document explaining the cause for the non-performance or delayed performance of this Agreement, which certification document shall be issued by the public notary of the region in which the event of force majeure occurred.", "probability": 4.9710826083184087e-05 }, { "score": 3.256645679473877, "text": "this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 4.0238898415852946e-05 }, { "score": 3.24249267578125, "text": "9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 3.967340826934754e-05 }, { "score": 2.901200771331787, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof", "probability": 2.820189690800521e-05 }, { "score": 2.7625370025634766, "text": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof", "probability": 2.4550334346622166e-05 }, { "score": 2.492765426635742, "text": ".", "probability": 1.8745503254505127e-05 }, { "score": 2.3462085723876953, "text": ".", "probability": 1.6190053027023513e-05 }, { "score": 2.0845789909362793, "text": "this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 1.2463039964958888e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.812804222106934, "probability": 0.9754027041474225 }, { "score": 7.163566589355469, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party. 8.3 No compensation or indemnification will be required to be made by one Party to the other Party when one Party exercises its right to terminate this Agreement unilaterally pursuant to this Article Eight and no rights or interests of the terminating Party will be adversely affected by the termination of this Agreement. 8.4 Subsection 8.1 shall survive the termination of this Agreement. ARTICLE NINE EFFECTIVENESS 9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 0.009333525241339591 }, { "score": 6.815834999084473, "text": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 0.0065921608466940305 }, { "score": 6.213957786560059, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.0036110694682812278 }, { "score": 5.336318492889404, "text": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 0.001501349974553232 }, { "score": 5.238707542419434, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party. 8.3 No compensation or indemnification will be required to be made by one Party to the other Party when one Party exercises its right to terminate this Agreement unilaterally pursuant to this Article Eight and no rights or interests of the terminating Party will be adversely affected by the termination of this Agreement. 8.4 Subsection 8.1 shall survive the termination of this Agreement. ARTICLE NINE EFFECTIVENESS 9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof", "probability": 0.0013617269847813025 }, { "score": 4.8909759521484375, "text": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof", "probability": 0.0009617720079871599 }, { "score": 3.8455286026000977, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 0.00033809606635810897 }, { "score": 3.606569290161133, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party. 8.3 No compensation or indemnification will be required to be made by one Party to the other Party when one Party exercises its right to terminate this Agreement unilaterally pursuant to this Article Eight and no rights or interests of the terminating Party will be adversely affected by the termination of this Agreement. 8.4 Subsection 8.1 shall survive the termination of this Agreement. ARTICLE NINE EFFECTIVENESS 9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof.", "probability": 0.0002662327064611644 }, { "score": 3.565528392791748, "text": "8.2.5 in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party. 8.3 No compensation or indemnification will be required to be made by one Party to the other Party when one Party exercises its right to terminate this Agreement unilaterally pursuant to this Article Eight and no rights or interests of the terminating Party will be adversely affected by the termination of this Agreement. 8.4 Subsection 8.1 shall survive the termination of this Agreement. ARTICLE NINE EFFECTIVENESS 9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 0.0002555274563917953 }, { "score": 2.6159191131591797, "text": "8.2.5 in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 9.886156968928242e-05 }, { "score": 1.920669674873352, "text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof", "probability": 4.932697774817159e-05 }, { "score": 1.702591896057129, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party. 8.3 No compensation or indemnification will be required to be made by one Party to the other Party when one Party exercises its right to terminate this Agreement unilaterally pursuant to this Article Eight and no rights or interests of the terminating Party will be adversely affected by the termination of this Agreement. 8.4 Subsection 8.1 shall survive the termination of this Agreement. ARTICLE NINE EFFECTIVENESS 9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof", "probability": 3.966199278500557e-05 }, { "score": 1.6406692266464233, "text": "8.2.5 in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party. 8.3 No compensation or indemnification will be required to be made by one Party to the other Party when one Party exercises its right to terminate this Agreement unilaterally pursuant to this Article Eight and no rights or interests of the terminating Party will be adversely affected by the termination of this Agreement. 8.4 Subsection 8.1 shall survive the termination of this Agreement. ARTICLE NINE EFFECTIVENESS 9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof", "probability": 3.728051108708371e-05 }, { "score": 1.5488169193267822, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party. 8.3 No compensation or indemnification will be required to be made by one Party to the other Party when one Party exercises its right to terminate this Agreement unilaterally pursuant to this Article Eight and no rights or interests of the terminating Party will be adversely affected by the termination of this Agreement. 8.4 Subsection 8.1 shall survive the termination of this Agreement. ARTICLE NINE EFFECTIVENESS 9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of each Party and have a term of five (5) years commencing as of the effective date hereof. 9.2 Upon", "probability": 3.4008768615493867e-05 }, { "score": 1.5306296348571777, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 3.339583218618618e-05 }, { "score": 1.3119597434997559, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party", "probability": 2.683645477458813e-05 }, { "score": 1.2010853290557861, "text": "Upon", "probability": 2.4019999637260147e-05 }, { "score": 0.9681541323661804, "text": "9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 1.9028837750699322e-05 }, { "score": 0.61850905418396, "text": "9.2 Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "probability": 1.3414155455758723e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Governing Law": [ { "score": 14.641708374023438, "text": "The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.", "probability": 0.9095340035430268 }, { "text": "", "score": 12.221168518066406, "probability": 0.08083358445589053 }, { "score": 9.381406784057617, "text": "\"PRC Law\" shall mean all laws, ordinances, rules, orders, notices, regulations and other regulatory documents having legal binding force, as promulgated from time to time prior to and after the date on which this Agreement becomes effective.", "probability": 0.004723881410341387 }, { "score": 8.364080429077148, "text": "11.1 The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.", "probability": 0.0017079681358830084 }, { "score": 7.602263450622559, "text": "\"PRC Law\" shall mean all laws, ordinances, rules, orders, notices, regulations and other regulatory documents having legal binding force, as promulgated from time to time prior to and after the date on which this Agreement becomes effective.", "probability": 0.00079730934473387 }, { "score": 7.51632022857666, "text": "The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law", "probability": 0.0007316479955227283 }, { "score": 7.425859451293945, "text": "PRC Law.", "probability": 0.0006683678800503842 }, { "score": 7.234292030334473, "text": "ARTICLE ELEVEN APPLICABLE LAW; DISPUTE RESOLUTION 11.1 The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.", "probability": 0.0005518472680218628 }, { "score": 5.672159194946289, "text": "The", "probability": 0.00011571595034872654 }, { "score": 5.478373050689697, "text": ".", "probability": 9.533074200159321e-05 }, { "score": 4.89586067199707, "text": "The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law. 11.2 Any dispute, conflict or claim arising out of or in connection with this Agreement or the performance hereof shall be resolved by the Parties through amicable negotiation, which negotiation shall commence immediately upon notice by one Party to the other of the nature of such dispute, conflict or claim. In the event that such dispute is not resolved within thirty (30) Business Days following such notice, either Party may upon the expiration of the such 30-day notice period submit such dispute to arbitration by the Hong Kong International Arbitration Centre in accordance with the arbitration rules of such centre then in effect.", "probability": 5.324159550751856e-05 }, { "score": 4.520379066467285, "text": "this Agreement shall be governed by the PRC Law.", "probability": 3.657475892956519e-05 }, { "score": 4.326010704040527, "text": "PRC Law\" shall mean all laws, ordinances, rules, orders, notices, regulations and other regulatory documents having legal binding force, as promulgated from time to time prior to and after the date on which this Agreement becomes effective.", "probability": 3.0113994381656228e-05 }, { "score": 4.077747344970703, "text": "shall be governed by the PRC Law.", "probability": 2.3493566888816674e-05 }, { "score": 4.04777717590332, "text": "execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.", "probability": 2.2799907186725687e-05 }, { "score": 3.7998664379119873, "text": "the PRC Law.", "probability": 1.7793722511505276e-05 }, { "score": 3.6392955780029297, "text": "The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law. 11.2", "probability": 1.5154156750526949e-05 }, { "score": 3.5562620162963867, "text": "The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC", "probability": 1.3946677468349858e-05 }, { "score": 3.5556223392486572, "text": "be governed by the PRC Law.", "probability": 1.3937758951670589e-05 }, { "score": 3.507817029953003, "text": "\"PRC Law\" shall mean all laws, ordinances, rules, orders, notices, regulations and other regulatory documents having legal binding force, as promulgated from time to time prior to and after the date on which this Agreement becomes effective", "probability": 1.3287135602963882e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Most Favored Nation": [ { "text": "", "score": 12.002054214477539, "probability": 0.9473406825538583 }, { "score": 8.69819450378418, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 0.0348063230482154 }, { "score": 6.626305103302002, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 0.004383772550545553 }, { "score": 6.162663459777832, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.002757344346031757 }, { "score": 6.085090637207031, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 0.0025515351572696974 }, { "score": 5.726214408874512, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.0017821472760988454 }, { "score": 5.357064247131348, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement.", "probability": 0.0012320368931610065 }, { "score": 4.952942371368408, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 0.0008224619446198419 }, { "score": 4.733028411865234, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.0006600979638796925 }, { "score": 4.687393665313721, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.0006306515602564173 }, { "score": 4.545351982116699, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.0005471438919324935 }, { "score": 4.306289196014404, "text": "if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.0004308021940671842 }, { "score": 4.164211273193359, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein. 3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time. If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement.", "probability": 0.00037374401659062754 }, { "score": 4.108902931213379, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.0003536341037871894 }, { "score": 3.923271656036377, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels.", "probability": 0.0002937213410446626 }, { "score": 3.7804505825042725, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A.", "probability": 0.0002546297233932273 }, { "score": 3.6462409496307373, "text": "negotiate in good faith the content, method and fees of such services", "probability": 0.00022264994659169262 }, { "score": 3.603642463684082, "text": "If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.000213364571515621 }, { "score": 3.4443204402923584, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein. 3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time.", "probability": 0.00018194060407087048 }, { "score": 3.324007272720337, "text": "The Parties may enter into a separate agreement and establish specific fee rates in respect of services beyond this Agreement in accordance with the principles set forth herein.", "probability": 0.00016131631306974032 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Compete": [ { "text": "", "score": 11.887909889221191, "probability": 0.9859689499292599 }, { "score": 7.381394386291504, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.010881992515030078 }, { "score": 5.573378562927246, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.0017844201863121089 }, { "score": 3.980626106262207, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.0003628887665923751 }, { "score": 3.473763942718506, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.00021859794951972254 }, { "score": 3.3893423080444336, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.00020090106259250672 }, { "score": 3.0688934326171875, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 0.00014581864404984618 }, { "score": 2.578464984893799, "text": "2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 8.929408406517399e-05 }, { "score": 2.3602428436279297, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement", "probability": 7.17876960060787e-05 }, { "score": 2.225606679916382, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 6.274487697461155e-05 }, { "score": 2.113492250442505, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing.", "probability": 5.6090278198454e-05 }, { "score": 1.4919438362121582, "text": "Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 3.0126768308816063e-05 }, { "score": 1.0386767387390137, "text": "Without", "probability": 1.9147018118273214e-05 }, { "score": 1.0381121635437012, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services", "probability": 1.913621123771484e-05 }, { "score": 0.9015401601791382, "text": "Phoenix Satellite Television Company Limited (\"Party A", "probability": 1.6693349608993713e-05 }, { "score": 0.8500341176986694, "text": "Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 1.5855308583035396e-05 }, { "score": 0.7704490423202515, "text": "2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 1.4642368749057901e-05 }, { "score": 0.7354759573936462, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 1.4139131121561416e-05 }, { "score": 0.7041783332824707, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 1.3703463158842786e-05 }, { "score": 0.6568793058395386, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 1.3070392512726057e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Exclusivity": [ { "text": "", "score": 12.190893173217773, "probability": 0.724773182641499 }, { "score": 9.949835777282715, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.07707672531776488 }, { "score": 9.90980339050293, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.07405210534168749 }, { "score": 9.007495880126953, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 0.030037946367296495 }, { "score": 8.4193754196167, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.01668217861441229 }, { "score": 8.382681846618652, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.016081144358280574 }, { "score": 8.123774528503418, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.01241294785470144 }, { "score": 7.993488311767578, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.010896633550213329 }, { "score": 7.882298946380615, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.009749973114709883 }, { "score": 7.493105888366699, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.006606615328392925 }, { "score": 7.393886089324951, "text": "Party B may use the Program Content licensed by Party A only in Party B Business", "probability": 0.005982578548851658 }, { "score": 7.060406684875488, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.004286078730187612 }, { "score": 7.031487941741943, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 0.004163905778694064 }, { "score": 5.966309547424316, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.001435158259625645 }, { "score": 5.886098861694336, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business,", "probability": 0.0013245389582557225 }, { "score": 5.846066474914551, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business,", "probability": 0.0012725618279908276 }, { "score": 5.722982406616211, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites", "probability": 0.0011251855864404699 }, { "score": 5.682950019836426, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites", "probability": 0.0010810314168450237 }, { "score": 5.034714698791504, "text": "Party B may use the Program Content licensed by Party A only in Party B Business", "probability": 0.0005653446577798547 }, { "score": 4.674045562744141, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.0003941637463707487 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.094839096069336, "probability": 0.9150245732198606 }, { "score": 9.155783653259277, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.04841915394405279 }, { "score": 8.228532791137695, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.01915654851081282 }, { "score": 7.336645603179932, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.007851914818741043 }, { "score": 6.270262241363525, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.0027030318925953182 }, { "score": 6.200453758239746, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.0025207729560003445 }, { "score": 5.378375053405762, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.0011079227639059852 }, { "score": 4.952826976776123, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.0007239295496818584 }, { "score": 4.409929275512695, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 0.0004206479999492731 }, { "score": 4.380445957183838, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 0.00040842694495591444 }, { "score": 4.191306114196777, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services;", "probability": 0.00033804303775135527 }, { "score": 3.9073891639709473, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.00025448865764231016 }, { "score": 3.8858654499053955, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing.", "probability": 0.0002490696443921754 }, { "score": 3.8710620403289795, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement", "probability": 0.00024540972094245117 }, { "score": 3.193427085876465, "text": "2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.00012462312582858735 }, { "score": 3.1494877338409424, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services", "probability": 0.00011926582646459905 }, { "score": 2.9801383018493652, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.00010068586330958291 }, { "score": 2.8549909591674805, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 8.884187134075593e-05 }, { "score": 2.6611130237579346, "text": "Without", "probability": 7.318424221918797e-05 }, { "score": 2.608961820602417, "text": "The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 6.946540955346064e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.869234085083008, "probability": 0.3389867769467172 }, { "score": 11.651497840881348, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.272659797850815 }, { "score": 10.863260269165039, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.12396351452968903 }, { "score": 10.376631736755371, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.07619979346342416 }, { "score": 10.151592254638672, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.06084436863477216 }, { "score": 8.984111785888672, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.018931719606367383 }, { "score": 8.876727104187012, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.017004093678189367 }, { "score": 8.739555358886719, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.014824517149944922 }, { "score": 8.664446830749512, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 0.013751856679448698 }, { "score": 8.625457763671875, "text": "Without Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program Content related to Party B Business.", "probability": 0.01322600251160718 }, { "score": 8.328507423400879, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.009827990016936442 }, { "score": 8.218698501586914, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels.", "probability": 0.00880593139917739 }, { "score": 8.12095832824707, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.007985962746082457 }, { "score": 7.894688606262207, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites", "probability": 0.006368828996892574 }, { "score": 7.50816535949707, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business,", "probability": 0.004327077513421845 }, { "score": 7.336298942565918, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 0.003643795863911396 }, { "score": 7.159661293029785, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\");", "probability": 0.003053804860866553 }, { "score": 6.879550457000732, "text": "Without Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program Content related to Party B Business.", "probability": 0.0023077602662619776 }, { "score": 6.666638374328613, "text": "Party B may use the Program Content licensed by Party A only in Party B Business", "probability": 0.00186519459812076 }, { "score": 6.3947834968566895, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites", "probability": 0.0014212126873531356 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.16494083404541, "probability": 0.9999390308342612 }, { "score": 1.7033735513687134, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 2.86136050070298e-05 }, { "score": 0.7638301849365234, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 1.1182375668133014e-05 }, { "score": 0.2949579954147339, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 6.996896882790038e-06 }, { "score": -0.13373804092407227, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 4.557483977679691e-06 }, { "score": -0.4071970582008362, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 3.4670763718849395e-06 }, { "score": -0.6822240948677063, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 2.6334233612231182e-06 }, { "score": -1.760551929473877, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 8.95795457077817e-07 }, { "score": -2.171273708343506, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 5.940659401369747e-07 }, { "score": -2.640146017074585, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 3.7171149964617917e-07 }, { "score": -2.93448543548584, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels.", "probability": 2.769338298909971e-07 }, { "score": -3.2495737075805664, "text": "2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 2.0208538867525313e-07 }, { "score": -3.269455909729004, "text": "Without", "probability": 1.981071650981442e-07 }, { "score": -3.4614570140838623, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 1.634990234918735e-07 }, { "score": -3.5127365589141846, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 1.5532620796918315e-07 }, { "score": -3.5544772148132324, "text": "2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 1.4897623805149713e-07 }, { "score": -3.6288580894470215, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services;", "probability": 1.3829733135559409e-07 }, { "score": -3.6804580688476562, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services", "probability": 1.31342177932885e-07 }, { "score": -3.7364840507507324, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 1.241859427995767e-07 }, { "score": -3.7877635955810547, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 1.1797826779739077e-07 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Disparagement": [ { "text": "", "score": 11.606832504272461, "probability": 0.9964061594764682 }, { "score": 4.5126214027404785, "text": "Party B", "probability": 0.0008269127127108443 }, { "score": 4.300612926483154, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 0.0006689375224414175 }, { "score": 4.218975067138672, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 0.0006164965996071863 }, { "score": 4.006967067718506, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 0.0004987199957652549 }, { "score": 3.9385247230529785, "text": "Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 0.0004657283214165386 }, { "score": 2.5462653636932373, "text": "Party A", "probability": 0.00011573963048407029 }, { "score": 2.346137523651123, "text": "Phoenix Satellite Television Company Limited (\"Party A", "probability": 9.474748153089543e-05 }, { "score": 1.9827232360839844, "text": "Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 6.587776476798353e-05 }, { "score": 1.7825953960418701, "text": "Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 5.3929257200369846e-05 }, { "score": 1.40169095993042, "text": "Party B", "probability": 3.6846797177890844e-05 }, { "score": 1.1949543952941895, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A", "probability": 2.996506296232441e-05 }, { "score": 0.9829461574554443, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A", "probability": 2.4240478406903165e-05 }, { "score": 0.9145040512084961, "text": "Party A", "probability": 2.26369107039298e-05 }, { "score": 0.7271337509155273, "text": "(\"Party B", "probability": 1.876909230712072e-05 }, { "score": 0.4334876835346222, "text": "(\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 1.3993115005725959e-05 }, { "score": 0.33621376752853394, "text": "(\"Party A", "probability": 1.2696057438277708e-05 }, { "score": 0.17114782333374023, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties", "probability": 1.0764197308924777e-05 }, { "score": -0.04086041450500488, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties", "probability": 8.707783886945512e-06 }, { "score": -0.10930252075195312, "text": "Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties", "probability": 8.131742409084201e-06 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Termination For Convenience": [ { "score": 12.728797912597656, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.6949030522205304 }, { "text": "", "score": 11.646060943603516, "probability": 0.23534096409509303 }, { "score": 9.640596389770508, "text": "8.2.5 in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.03167636501895365 }, { "score": 9.078099250793457, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party", "probability": 0.018048700375379315 }, { "score": 8.710297584533691, "text": ", one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.012494293431176433 }, { "score": 6.961039066314697, "text": "5 in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.0021727931295339154 }, { "score": 6.247446060180664, "text": "one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.0010644098245514875 }, { "score": 5.989897727966309, "text": "8.2.5 in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party", "probability": 0.0008227294719476986 }, { "score": 5.393429756164551, "text": "In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement; 8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 0.0004531211210703688 }, { "score": 5.356344223022461, "text": "exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.00043662466332155495 }, { "score": 5.333786964416504, "text": "without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.0004268858611626652 }, { "score": 5.149450302124023, "text": "in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party", "probability": 0.0003550220893764862 }, { "score": 5.08597469329834, "text": "2.5 in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.0003331871693870974 }, { "score": 5.059598922729492, "text": ", one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party", "probability": 0.00032451398482245873 }, { "score": 4.997384548187256, "text": "and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.0003049397625295359 }, { "score": 4.680194854736328, "text": "in", "probability": 0.00022205488115886643 }, { "score": 4.6735734939575195, "text": ".2.5 in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.00022058943266367608 }, { "score": 4.583354473114014, "text": "In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 0.00020155941110561583 }, { "score": 3.993131160736084, "text": "this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 0.00011170493319112339 }, { "score": 3.7372889518737793, "text": "termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "probability": 8.648912304485801e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Rofr/Rofo/Rofn": [ { "score": 12.448163986206055, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.37029751151592816 }, { "text": "", "score": 12.287701606750488, "probability": 0.31540085591117856 }, { "score": 11.574119567871094, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.15451054545461684 }, { "score": 10.285849571228027, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 0.042605883443228534 }, { "score": 9.989089965820312, "text": "If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.03166565792190834 }, { "score": 9.628996849060059, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services", "probability": 0.022090322806513747 }, { "score": 9.115046501159668, "text": "If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.01321284262399521 }, { "score": 8.900650024414062, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 0.010663138629339215 }, { "score": 8.849977493286133, "text": "if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.010136271970514005 }, { "score": 8.662433624267578, "text": "if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.008402895978466576 }, { "score": 8.340725898742676, "text": "negotiate in good faith the content, method and fees of such services", "probability": 0.00609134359322725 }, { "score": 7.788390159606934, "text": "if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.003506200389806715 }, { "score": 7.556844711303711, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.0027814920512565103 }, { "score": 7.169922828674316, "text": "If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services", "probability": 0.0018890340432263634 }, { "score": 6.9970502853393555, "text": "if, however, Party A agrees to provide such services, then the Parties shall", "probability": 0.0015891401230726824 }, { "score": 6.876564025878906, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services;", "probability": 0.0014087556646150867 }, { "score": 6.682801246643066, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 0.001160608026012903 }, { "score": 6.586089134216309, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall ", "probability": 0.00105362006524076 }, { "score": 6.565937042236328, "text": "If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing.", "probability": 0.0010325999280071504 }, { "score": 5.843266487121582, "text": "if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services", "probability": 0.0005012798598456107 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Change Of Control": [ { "text": "", "score": 12.28355598449707, "probability": 0.8762085921425645 }, { "score": 9.68323040008545, "text": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 0.0650579620936469 }, { "score": 8.870758056640625, "text": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 0.028870094114722442 }, { "score": 7.644145965576172, "text": "8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 0.008467151627494103 }, { "score": 7.111924171447754, "text": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties),", "probability": 0.004972746824514484 }, { "score": 7.016726970672607, "text": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties", "probability": 0.004521189702146346 }, { "score": 6.4724016189575195, "text": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation,", "probability": 0.0026233439373246703 }, { "score": 5.98028564453125, "text": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes", "probability": 0.0016037326869085822 }, { "score": 5.503938674926758, "text": "In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement; 8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 0.0009959949137418008 }, { "score": 5.458024024963379, "text": "8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 0.0009512981266170571 }, { "score": 5.294762134552002, "text": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party", "probability": 0.0008080028700136385 }, { "score": 5.236784934997559, "text": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party", "probability": 0.0007624892507136083 }, { "score": 5.207414627075195, "text": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation", "probability": 0.0007404203778177849 }, { "score": 5.14463996887207, "text": "2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 0.0006953695597107954 }, { "score": 5.072839736938477, "text": "8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties),", "probability": 0.0006471921347258985 }, { "score": 4.97764253616333, "text": "8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties", "probability": 0.0005884229618141745 }, { "score": 4.630867958068848, "text": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties),", "probability": 0.00041599424832701996 }, { "score": 4.629081726074219, "text": "Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 0.00041525184933688413 }, { "score": 4.433317184448242, "text": "8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation,", "probability": 0.0003414224819465172 }, { "score": 4.347447395324707, "text": "one Party enters into a bankruptcy process,", "probability": 0.00031332809591287663 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Anti-Assignment": [ { "score": 14.601666450500488, "text": "Party B may not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "probability": 0.9172077474716591 }, { "text": "", "score": 12.025341033935547, "probability": 0.06975635873849657 }, { "score": 9.41568374633789, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.005131260259634685 }, { "score": 8.832917213439941, "text": "Without Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program Content related to Party B Business.", "probability": 0.002865047016736293 }, { "score": 8.712947845458984, "text": "Party B may not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement", "probability": 0.002541146590557502 }, { "score": 7.984652519226074, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.0012266907132903048 }, { "score": 6.231276512145996, "text": ".", "probability": 0.00021244844314822914 }, { "score": 6.082316875457764, "text": "13.1 Party B may not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "probability": 0.0001830464053349006 }, { "score": 5.9908342361450195, "text": "Without Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program Content related to Party B Business", "probability": 0.00016704396854223442 }, { "score": 5.866168022155762, "text": "Party B may not assign its rights and obligations hereunder", "probability": 0.00014746499837363922 }, { "score": 5.522772789001465, "text": "Party B may not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of", "probability": 0.00010460544600197302 }, { "score": 5.4172773361206055, "text": "the Parties shall be bound by this Agreement.", "probability": 9.413219860727701e-05 }, { "score": 5.2421064376831055, "text": "without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "probability": 7.900643177177031e-05 }, { "score": 5.048157691955566, "text": "Party", "probability": 6.507760743681931e-05 }, { "score": 4.862613201141357, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 5.4056836857896727e-05 }, { "score": 4.531832218170166, "text": "Party B may not assign its rights and obligations hereunder without", "probability": 3.883240367970239e-05 }, { "score": 4.3448944091796875, "text": "assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "probability": 3.221129719171813e-05 }, { "score": 4.344454765319824, "text": "may not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "probability": 3.219713880524145e-05 }, { "score": 4.302308082580566, "text": "1 Party B may not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "probability": 3.0868335237179674e-05 }, { "score": 4.298717498779297, "text": "not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "probability": 3.0757698636561164e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.072683334350586, "probability": 0.9985440176223787 }, { "score": 4.948220252990723, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 0.0008039928959481021 }, { "score": 3.8087880611419678, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online\").", "probability": 0.0002572782647590559 }, { "score": 3.4835336208343506, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online\").", "probability": 0.00018584329174541923 }, { "score": 2.5596542358398438, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online\"). 4.2 The Parties may enter into a separate agreement and establish specific fee rates in respect of services beyond this Agreement in accordance with the principles set forth herein.", "probability": 7.37753316396292e-05 }, { "score": 1.6314349174499512, "text": "The Parties may enter into a separate agreement and establish specific fee rates in respect of services beyond this Agreement in accordance with the principles set forth herein.", "probability": 2.9160209677869982e-05 }, { "score": 1.4947407245635986, "text": "The amount of the service fee", "probability": 2.5434611522832898e-05 }, { "score": 0.40625905990600586, "text": "negotiate in good faith the content, method and fees of such services", "probability": 8.564529866295224e-06 }, { "score": 0.375224232673645, "text": "Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 8.302813331208715e-06 }, { "score": 0.32259559631347656, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online", "probability": 7.877146953548884e-06 }, { "score": 0.2351853847503662, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online", "probability": 7.217838742973053e-06 }, { "score": 0.16084134578704834, "text": "Both Parties agree that any and all Taxes payable on account of this Agreement or the performance hereof shall be paid by the Party incurring such Taxes.", "probability": 6.700696833915676e-06 }, { "score": 0.12367385625839233, "text": "Party B", "probability": 6.45622018921471e-06 }, { "score": 0.10609012842178345, "text": "Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 6.343688037365967e-06 }, { "score": 0.004076540470123291, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 5.728459925744416e-06 }, { "score": -0.03343641757965088, "text": "Phoenix Satellite Television Company Limited (\"Party A", "probability": 5.517549125475025e-06 }, { "score": -0.13258397579193115, "text": "Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 4.996742521766197e-06 }, { "score": -0.23051929473876953, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 4.5305841631780765e-06 }, { "score": -0.3003422021865845, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 4.225036830618001e-06 }, { "score": -0.34600067138671875, "text": "negotiate", "probability": 4.036465807050644e-06 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Price Restrictions": [ { "text": "", "score": 11.985809326171875, "probability": 0.9998783383211546 }, { "score": 2.1017160415649414, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 5.097297571164559e-05 }, { "score": 1.257176160812378, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 2.1905893791710783e-05 }, { "score": 0.8041244745254517, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 1.3925254153402357e-05 }, { "score": 0.320093035697937, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 8.58204816095267e-06 }, { "score": -0.42835474014282227, "text": "The Parties may enter into a separate agreement and establish specific fee rates in respect of services beyond this Agreement in accordance with the principles set forth herein.", "probability": 4.060169910315433e-06 }, { "score": -0.8023967742919922, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 2.7931857447458703e-06 }, { "score": -0.8576661348342896, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 2.642996807933821e-06 }, { "score": -0.8865170478820801, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 2.5678334166813744e-06 }, { "score": -0.9302458763122559, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 2.4579647900316134e-06 }, { "score": -1.1104938983917236, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 2.052555627559548e-06 }, { "score": -1.3060204982757568, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.,", "probability": 1.6880247602089459e-06 }, { "score": -1.404914379119873, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 1.5290783734193375e-06 }, { "score": -1.6285865306854248, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement.", "probability": 1.2226162526362988e-06 }, { "score": -1.6577422618865967, "text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 1.1874846147296288e-06 }, { "score": -1.8184871673583984, "text": "negotiate in good faith the content, method and fees of such services", "probability": 1.0111541440736515e-06 }, { "score": -1.8609122037887573, "text": "Celebrity Museum\n\n* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 9.691531393080052e-07 }, { "score": -2.0975170135498047, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B,", "probability": 7.649556269402027e-07 }, { "score": -2.2122960090637207, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A.", "probability": 6.82006257233524e-07 }, { "score": -2.26602840423584, "text": "negotiate", "probability": 6.463275621737435e-07 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Minimum Commitment": [ { "text": "", "score": 12.142614364624023, "probability": 0.9999617574772064 }, { "score": 1.6073360443115234, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement.", "probability": 2.6580928750999067e-05 }, { "score": 0.29162871837615967, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 7.131250954404519e-06 }, { "score": -1.769203782081604, "text": "requested), regardless of whether the Written Document is actually received; or on the first business day following the date on which the Written Document is sent by express service (as indicated by the written receipt confirmation); or as indicated on the confirmation report of the fax machine confirming that the Written Document is delivered by fax successfully.", "probability": 9.081498944650513e-07 }, { "score": -2.343595027923584, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement. 3.3 In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May.", "probability": 5.113315477019823e-07 }, { "score": -2.663039207458496, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 3.715093461109872e-07 }, { "score": -2.698026657104492, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A.", "probability": 3.587359390298525e-07 }, { "score": -2.877864360809326, "text": "If", "probability": 2.9969007827697053e-07 }, { "score": -2.8898425102233887, "text": "if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 2.9612175933411173e-07 }, { "score": -3.1275129318237305, "text": "The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time. If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement.", "probability": 2.3348090518247016e-07 }, { "score": -3.198143482208252, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement", "probability": 2.1755892793338644e-07 }, { "score": -3.266129970550537, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement. 3.3 In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May. The then adjusted scope of Program Content shall constitute an exhibit hereto and process equal validity as this Agreement. ARTICLE FOUR SERVICE FEE 4.1 The amount of the service fee", "probability": 2.0325945339560413e-07 }, { "score": -3.2714667320251465, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels.", "probability": 2.0217759555170378e-07 }, { "score": -3.397346019744873, "text": "3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time. If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement.", "probability": 1.782642873152352e-07 }, { "score": -3.5977306365966797, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein. 3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time.", "probability": 1.4589432999014832e-07 }, { "score": -3.674711227416992, "text": "negotiate in good faith the content, method and fees of such services", "probability": 1.3508470169440023e-07 }, { "score": -3.731379508972168, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement. 3.3 In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May. The then adjusted scope of Program Content shall constitute an exhibit hereto and process equal validity as this Agreement. ARTICLE FOUR SERVICE FEE 4.1 The", "probability": 1.276425424464173e-07 }, { "score": -3.7755789756774902, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement. 3.3 In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May. The then adjusted scope of Program Content shall constitute an exhibit hereto and process equal validity as this Agreement.", "probability": 1.221236740994791e-07 }, { "score": -3.8410539627075195, "text": "negotiate", "probability": 1.1438377779057285e-07 }, { "score": -3.927278518676758, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein. 3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time. If", "probability": 1.0493432837010885e-07 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Volume Restriction": [ { "text": "", "score": 12.045528411865234, "probability": 0.9980870341913197 }, { "score": 5.2530975341796875, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement.", "probability": 0.001120090631966836 }, { "score": 4.0431647300720215, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 0.00033403042388570857 }, { "score": 3.737701892852783, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.0002461076990365914 }, { "score": 2.727858781814575, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 8.965115918180467e-05 }, { "score": 1.0439294576644897, "text": "Party B's use of the Program Content shall be in strict compliance with Party A's requirements.", "probability": 1.6643118137332222e-05 }, { "score": 0.7766033411026001, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 1.2739032296073537e-05 }, { "score": 0.7276020050048828, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 1.2129849956265375e-05 }, { "score": 0.5169326663017273, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 9.82568636684532e-06 }, { "score": 0.5115954875946045, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement", "probability": 9.773384618826555e-06 }, { "score": 0.4651651382446289, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement. 3.3 In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May. The then adjusted scope of Program Content shall constitute an exhibit hereto and process equal validity as this Agreement. ARTICLE FOUR SERVICE FEE 4.1 The amount of the service fee", "probability": 9.329976410242839e-06 }, { "score": 0.36594200134277344, "text": "Websites, or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party). Party B's use of the Program Content shall be in strict compliance with Party A's requirements.", "probability": 8.448672678617201e-06 }, { "score": 0.27098751068115234, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 7.683343922057761e-06 }, { "score": 0.11035799980163574, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein. 3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time. If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power", "probability": 6.543193493428551e-06 }, { "score": 0.09116172790527344, "text": "If", "probability": 6.418786467878663e-06 }, { "score": -0.05280494689941406, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement. 3.3 In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May. The then adjusted scope of Program Content shall constitute an exhibit hereto and process equal validity as this Agreement. ARTICLE FOUR SERVICE FEE 4.1 The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.", "probability": 5.558133782751927e-06 }, { "score": -0.12233626842498779, "text": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n negotiate in good faith the content, method and fees of such services.", "probability": 5.184799023588688e-06 }, { "score": -0.2786746025085449, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein. 3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time.", "probability": 4.434401891726312e-06 }, { "score": -0.2911086082458496, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A.", "probability": 4.3796058860614115e-06 }, { "score": -0.3832967281341553, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself", "probability": 3.993909677137386e-06 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.191487312316895, "probability": 0.7494833009847163 }, { "score": 10.261226654052734, "text": "If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance.", "probability": 0.10875779861751762 }, { "score": 9.670125007629395, "text": "Party A represents and warrants that 7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time;", "probability": 0.06022103635574407 }, { "score": 9.642110824584961, "text": "Party A represents and warrants that", "probability": 0.058557404660878574 }, { "score": 7.579042434692383, "text": "Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time;", "probability": 0.007440508248355239 }, { "score": 7.177150726318359, "text": "Party B may not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "probability": 0.004978095813201541 }, { "score": 7.031827449798584, "text": "Both Parties acknowledge and agree that with respect to Program Content licensed to Party B hereunder, Party B shall not have any copyright or any other Intellectual Property Right. If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance.", "probability": 0.00430477199898515 }, { "score": 6.122053146362305, "text": "Both Parties acknowledge and agree that with respect to Program Content licensed to Party B hereunder, Party B shall not have any copyright or any other Intellectual Property Right.", "probability": 0.0017331661340345287 }, { "score": 5.736466884613037, "text": "Party A represents and warrants that 7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time;", "probability": 0.0011786428027697003 }, { "score": 5.321691036224365, "text": "Party A represents and warrants that 7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time", "probability": 0.0007784797971772885 }, { "score": 4.930379867553711, "text": "Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time", "probability": 0.0005263844668469274 }, { "score": 4.855260848999023, "text": "If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance", "probability": 0.0004882916411977994 }, { "score": 4.513846397399902, "text": "Party B may not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "probability": 0.00034706025178866766 }, { "score": 4.367568492889404, "text": "Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time; 2. In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 0.0002998314539597326 }, { "score": 4.073230743408203, "text": "\"Intellectual Property Right\" shall mean authorship right, proprietary trademark right, patent right, business secret ownership right and other intellectual property right under PRC Law.", "probability": 0.00022338187417679045 }, { "score": 3.8577170372009277, "text": "7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time;", "probability": 0.00018007420950453938 }, { "score": 3.7577011585235596, "text": "If", "probability": 0.00016293529556542298 }, { "score": 3.5531585216522217, "text": "Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time; 2. In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.,", "probability": 0.00013279552316998678 }, { "score": 3.3777663707733154, "text": "\"Intellectual Property Right\" shall mean authorship right, proprietary trademark right, patent right, business secret ownership right and other intellectual property right under PRC Law.", "probability": 0.00011143242735814993 }, { "score": 3.2140841484069824, "text": "Party A represents and warrants that 7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto", "probability": 9.460744305200781e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.144943237304688, "probability": 0.9680981186677612 }, { "score": 7.95125675201416, "text": "Party A represents and warrants that 7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time;", "probability": 0.014609134139854131 }, { "score": 7.603418827056885, "text": "Party A represents and warrants that", "probability": 0.010317165218109745 }, { "score": 6.901495933532715, "text": "If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance.", "probability": 0.005113510428298197 }, { "score": 4.637164115905762, "text": "7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time;", "probability": 0.0005312908449968302 }, { "score": 4.235122203826904, "text": "If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance.", "probability": 0.00035540844944531065 }, { "score": 3.690560817718506, "text": "Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time;", "probability": 0.0002061710788107133 }, { "score": 3.319634199142456, "text": "Party A represents and warrants that 7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time", "probability": 0.00014227754400368642 }, { "score": 3.2809062004089355, "text": "Party A represents and warrants that 7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time;", "probability": 0.00013687275334061899 }, { "score": 2.8623557090759277, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\". WHEREAS: 1. Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time;", "probability": 9.006225875832433e-05 }, { "score": 2.6741650104522705, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 7.461268228115712e-05 }, { "score": 2.6054370403289795, "text": "Party A represents and warrants that", "probability": 6.965695324052158e-05 }, { "score": 2.25592303276062, "text": "If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance", "probability": 4.911028674365542e-05 }, { "score": 1.9893404245376587, "text": "Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\". WHEREAS: 1. Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time;", "probability": 3.761812231009817e-05 }, { "score": 1.9292922019958496, "text": "Both Parties acknowledge and agree that with respect to Program Content licensed to Party B hereunder, Party B shall not have any copyright or any other Intellectual Property Right. If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance.", "probability": 3.542570505295143e-05 }, { "score": 1.801149845123291, "text": "Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 3.116498943319006e-05 }, { "score": 1.7700525522232056, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\". WHEREAS: 1. Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time;", "probability": 3.0210756555540394e-05 }, { "score": 1.581861972808838, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 2.50283068639328e-05 }, { "score": 1.575637936592102, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 2.4873013552485913e-05 }, { "score": 1.4658939838409424, "text": "If", "probability": 2.228780058749927e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__License Grant": [ { "text": "", "score": 11.763221740722656, "probability": 0.43688793384848634 }, { "score": 11.26549243927002, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 0.26558831355713547 }, { "score": 10.380318641662598, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 0.10959301260367181 }, { "score": 9.762938499450684, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.05910960761831951 }, { "score": 9.027010917663574, "text": "Party B may use the Program Content licensed by Party A only in Party B Business", "probability": 0.028317100917875836 }, { "score": 8.995315551757812, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 0.027433654578058853 }, { "score": 8.893356323242188, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.024774410863177578 }, { "score": 8.480727195739746, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 0.016398373825672434 }, { "score": 8.264472007751465, "text": "Party B may use the Program Content licensed by Party A only in Party B Business", "probability": 0.013209377380082356 }, { "score": 7.951228141784668, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\");", "probability": 0.009657000753272329 }, { "score": 6.33447265625, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B,", "probability": 0.0019173185731871662 }, { "score": 6.035104751586914, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites", "probability": 0.0014212826361222303 }, { "score": 5.772001266479492, "text": "Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 0.0010924864483805312 }, { "score": 5.588373184204102, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.0009092166825280448 }, { "score": 5.400196552276611, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.0007532572541722772 }, { "score": 5.293435096740723, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.0006769824523965037 }, { "score": 5.203164577484131, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B", "probability": 0.0006185480233401994 }, { "score": 5.16552209854126, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites", "probability": 0.0005956971228305092 }, { "score": 5.065517425537109, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.,", "probability": 0.0005390065277677813 }, { "score": 5.005125522613525, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 0.0005074183335219533 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Transferable License": [ { "text": "", "score": 11.970653533935547, "probability": 0.5947484379605159 }, { "score": 10.786224365234375, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.18194589344217746 }, { "score": 10.613028526306152, "text": "Without Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program Content related to Party B Business.", "probability": 0.15301156628517104 }, { "score": 8.475977897644043, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.018055726399377012 }, { "score": 8.095291137695312, "text": "Without Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program Content related to Party B Business", "probability": 0.012339137563873075 }, { "score": 7.9616217613220215, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.010795255695766181 }, { "score": 7.878894329071045, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.009938134409924342 }, { "score": 7.687317848205566, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.00820548503262472 }, { "score": 6.4563798904418945, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites", "probability": 0.0023961538258681888 }, { "score": 6.120071887969971, "text": "Websites, or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party).", "probability": 0.0017118195631933364 }, { "score": 5.898058891296387, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 0.0013710047705129125 }, { "score": 5.88883638381958, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.0013584187951001384 }, { "score": 5.377070903778076, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 0.0008142856058692716 }, { "score": 5.258102893829346, "text": "nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.0007229522398482109 }, { "score": 5.143863201141357, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.0006449052901178687 }, { "score": 4.934603691101074, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business,", "probability": 0.0005231373028433509 }, { "score": 4.842767715454102, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction.", "probability": 0.0004772344995031684 }, { "score": 4.616987705230713, "text": "or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party).", "probability": 0.0003807823580055098 }, { "score": 4.353845119476318, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business", "probability": 0.0002926816171512421 }, { "score": 4.261960983276367, "text": "Without", "probability": 0.0002669873425569002 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.08411979675293, "probability": 0.7970377473476814 }, { "score": 8.861957550048828, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 0.031776905784393884 }, { "score": 8.414501190185547, "text": "The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction.", "probability": 0.020313454157463603 }, { "score": 8.380186080932617, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.019628219941059597 }, { "score": 8.358073234558105, "text": "\"Other Websites\" shall mean Internet websites whose domain name are licensed by Party A or its Affiliate to Party B and which are operated and managed by Party B upon Party A's approval in writing, other than the Phoenix Satellite TV Websites.", "probability": 0.019198947834874167 }, { "score": 8.350110054016113, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 0.019046670258652473 }, { "score": 8.306293487548828, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction.", "probability": 0.018230130191200792 }, { "score": 8.271766662597656, "text": "\"Other Websites\" shall mean Internet websites whose domain name are licensed by Party A or its Affiliate to Party B and which are operated and managed by Party B upon Party A's approval in writing, other than the Phoenix Satellite TV Websites.", "probability": 0.017611443776229932 }, { "score": 8.051169395446777, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.014125075726041958 }, { "score": 7.977276802062988, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction.", "probability": 0.013118966988323554 }, { "score": 7.922642707824707, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\");", "probability": 0.01242145166023748 }, { "score": 6.955053329467773, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.004720126368256827 }, { "score": 6.5294880867004395, "text": "Party B may use the Program Content licensed by Party A only in Party B Business", "probability": 0.0030841322253450953 }, { "score": 6.500933647155762, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.002997312008520333 }, { "score": 6.173336982727051, "text": "Websites, or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party).", "probability": 0.002160023768204952 }, { "score": 5.61674690246582, "text": "\"Affiliate\", with respect to any Party hereto, shall mean any legal person, non-legal person economic organization, or natural person, which owns a controlling interest in, or which is controlling, controlled by or under common control with, such Party, directly or indirectly.", "probability": 0.0012380395806198931 }, { "score": 5.331262588500977, "text": "\"Intellectual Property Right\" shall mean authorship right, proprietary trademark right, patent right, business secret ownership right and other intellectual property right under PRC Law. (iv) \"Other Websites\" shall mean Internet websites whose domain name are licensed by Party A or its Affiliate to Party B and which are operated and managed by Party B upon Party A's approval in writing, other than the Phoenix Satellite TV Websites.", "probability": 0.0009305726135705118 }, { "score": 5.267019271850586, "text": "Websites, or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party).", "probability": 0.0008726694031250355 }, { "score": 5.172216415405273, "text": "\"Affiliate\", with respect to any Party hereto, shall mean any legal person, non-legal person economic organization, or natural person, which owns a controlling interest in, or which is controlling, controlled by or under common control with, such Party, directly or indirectly. As used in this Agreement, \"control\" means the power of any person to direct or cause the direction of management and policies of another party on account of such person's ownership of equity interest, voting right, the right to appoint directors, by contract or otherwise. (ii) \"Business Day\" shall mean a date on which commercial banks open for business, other than Saturdays, Sundays and public holidays in mainland China. (iii) \"Intellectual Property Right\" shall mean authorship right, proprietary trademark right, patent right, business secret ownership right and other intellectual property right under PRC Law. (iv) \"Other Websites\" shall mean Internet websites whose domain name are licensed by Party A or its Affiliate to Party B and which are operated and managed by Party B upon Party A's approval in writing, other than the Phoenix Satellite TV Websites.", "probability": 0.0007937384009267657 }, { "score": 5.038470268249512, "text": "Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and 3. Both Parties agree that Party A will provide the program content of Phoenix Satellite TV to Party B, subject to the terms and conditions hereof. 2\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n NOW, THEREFORE, upon amicable consultation based on principles of equality, mutual benefit and complementary advantage, the Parties have reached this Agreement as follows: ARTICLE ONE DEFINITION 1.1 Unless otherwise referenced herein, each of the terms used herein shall have the meaning ascribed to it below: (i) \"Affiliate\", with respect to any Party hereto, shall mean any legal person, non-legal person economic organization, or natural person, which owns a controlling interest in, or which is controlling, controlled by or under common control with, such Party, directly or indirectly.", "probability": 0.0006943719652718192 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.171055793762207, "probability": 0.9784414720806429 }, { "score": 6.216818809509277, "text": "Phoenix Satellite Television Company Limited (\"Party A", "probability": 0.00253888240678803 }, { "score": 6.197093486785889, "text": "Party A", "probability": 0.0024892928250923783 }, { "score": 6.001396656036377, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 0.0020468496057282925 }, { "score": 5.999935150146484, "text": "Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 0.0020438603079440502 }, { "score": 5.980210304260254, "text": "Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 0.0020039404788856135 }, { "score": 5.783185958862305, "text": "Party B", "probability": 0.0016455770882602089 }, { "score": 5.755512237548828, "text": "The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction.", "probability": 0.0016006621940649359 }, { "score": 5.530456066131592, "text": "The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction.", "probability": 0.0012780829289699956 }, { "score": 5.289931297302246, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction.", "probability": 0.001004848189290459 }, { "score": 5.218684196472168, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 0.0009357465433797207 }, { "score": 4.87326192855835, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.0006624349636107672 }, { "score": 4.862256050109863, "text": "\"Other Websites\" shall mean Internet websites whose domain name are licensed by Party A or its Affiliate to Party B and which are operated and managed by Party B upon Party A's approval in writing, other than the Phoenix Satellite TV Websites.", "probability": 0.0006551842583011849 }, { "score": 4.6052775382995605, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\");", "probability": 0.000506709567683956 }, { "score": 4.527518272399902, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction.", "probability": 0.00046880116754111697 }, { "score": 4.403247356414795, "text": "\"Other Websites\" shall mean Internet websites whose domain name are licensed by Party A or its Affiliate to Party B and which are operated and managed by Party B upon Party A's approval in writing, other than the Phoenix Satellite TV Websites.", "probability": 0.00041401732168269424 }, { "score": 4.347584247589111, "text": "\"Affiliate\", with respect to any Party hereto, shall mean any legal person, non-legal person economic organization, or natural person, which owns a controlling interest in, or which is controlling, controlled by or under common control with, such Party, directly or indirectly.", "probability": 0.000391601485451769 }, { "score": 4.110848903656006, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 0.0003090519420451661 }, { "score": 4.049939155578613, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction.", "probability": 0.00029078949250050886 }, { "score": 3.983858823776245, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 0.00027219515213596743 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.788658142089844, "probability": 0.9983475143649728 }, { "score": 4.936803340911865, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 0.0010557449434730009 }, { "score": 3.062814235687256, "text": "Party B may use the Program Content licensed by Party A only in Party B Business", "probability": 0.00016206748119184937 }, { "score": 2.773527145385742, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 0.00012135567647221683 }, { "score": 2.5672106742858887, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 9.87320127343958e-05 }, { "score": 2.071366548538208, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 6.013338101648731e-05 }, { "score": 2.008932590484619, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 5.6493814476299e-05 }, { "score": 1.2382142543792725, "text": "Party B may use the Program Content licensed by Party A only in Party B Business", "probability": 2.6138591341912685e-05 }, { "score": 0.8342440128326416, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "probability": 1.7451796178414436e-05 }, { "score": 0.7112460136413574, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 1.5432020083479083e-05 }, { "score": -0.09407436847686768, "text": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 6.8972597490352734e-06 }, { "score": -0.3898203372955322, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\");", "probability": 5.131398458779166e-06 }, { "score": -0.5406039953231812, "text": "Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 4.413175807573842e-06 }, { "score": -0.6579697132110596, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B,", "probability": 3.924460345416637e-06 }, { "score": -0.687842845916748, "text": "Party", "probability": 3.808958215368854e-06 }, { "score": -0.6895341277122498, "text": "Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 3.802521638246514e-06 }, { "score": -0.7386752367019653, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 3.6201784734378638e-06 }, { "score": -1.0715105533599854, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.,", "probability": 2.5952633887418934e-06 }, { "score": -1.0777020454406738, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing.", "probability": 2.5792444776768425e-06 }, { "score": -1.253490924835205, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "probability": 2.1634575046496024e-06 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.033493041992188, "probability": 0.9998531927796002 }, { "score": 2.4790241718292236, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 7.08733775307605e-05 }, { "score": 2.087965488433838, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 4.793453310958947e-05 }, { "score": 0.3761554956436157, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 8.654039391499904e-06 }, { "score": 0.04983782768249512, "text": "Party B may use the Program Content licensed by Party A only in Party B Business.", "probability": 6.244546517551566e-06 }, { "score": -1.1617213487625122, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 1.8592056920173456e-06 }, { "score": -1.2614489793777466, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 1.6827371416313931e-06 }, { "score": -1.4850795269012451, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\");", "probability": 1.3455342836265895e-06 }, { "score": -1.5249969959259033, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.,", "probability": 1.2928818281210686e-06 }, { "score": -1.7705821990966797, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 1.0113524544086532e-06 }, { "score": -1.9218871593475342, "text": "Celebrity Museum\n\n* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 8.693439246863382e-07 }, { "score": -1.956732153892517, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein. 3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time. If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement.", "probability": 8.395733306283089e-07 }, { "score": -2.0286331176757812, "text": "Party B may use the Program Content licensed by Party A only in Party B Business", "probability": 7.813262992179037e-07 }, { "score": -2.0826025009155273, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B,", "probability": 7.402762860478857e-07 }, { "score": -2.3324508666992188, "text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein. 3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time.", "probability": 5.766151792253954e-07 }, { "score": -2.39009428024292, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\". WHEREAS: 1. Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time; 2. In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 5.443169450159327e-07 }, { "score": -2.4536428451538086, "text": "Party B may use the Program Content licensed by Party A only in Party B Business. Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "probability": 5.108025579111621e-07 }, { "score": -2.655935764312744, "text": "In", "probability": 4.1725194025952915e-07 }, { "score": -2.877171516418457, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and 3.", "probability": 3.3443898639960457e-07 }, { "score": -3.0024235248565674, "text": "Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 2.950670008567768e-07 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Source Code Escrow": [ { "text": "", "score": 12.31742000579834, "probability": 0.9998569609792983 }, { "score": 2.9589359760284424, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 8.62183885308089e-05 }, { "score": 2.4111135005950928, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 4.9852119024042334e-05 }, { "score": -1.3226039409637451, "text": "Websites, or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party).", "probability": 1.191655553798296e-06 }, { "score": -1.3574302196502686, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself", "probability": 1.1508689701650945e-06 }, { "score": -1.5555601119995117, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 9.440155796697891e-07 }, { "score": -1.773439645767212, "text": "Celebrity Museum\n\n* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 7.591983972039964e-07 }, { "score": -1.9052526950836182, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself", "probability": 6.654410719036555e-07 }, { "score": -2.3520119190216064, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein. 3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time. If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement.", "probability": 4.2568126537254163e-07 }, { "score": -2.8341128826141357, "text": "Websites, or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party). Party B's use of the Program Content shall be in strict compliance with Party A's requirements.", "probability": 2.628516748899312e-07 }, { "score": -3.069488525390625, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV", "probability": 2.0772482695572535e-07 }, { "score": -3.0932295322418213, "text": "Emergent China Trendy Guide: Cat Walk Art Of Taste Secret Documentary Observation Post Of Military Situation Social Watch Head Start In Finance From Phoenix To The World * Newsline Behind The Headlines With Wentao Celebrity Museum\n\n* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 2.0285131041564559e-07 }, { "score": -3.144934892654419, "text": "Trendy Guide: Cat Walk Art Of Taste Secret Documentary Observation Post Of Military Situation Social Watch Head Start In Finance From Phoenix To The World * Newsline Behind The Headlines With Wentao Celebrity Museum\n\n* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 1.926293525269348e-07 }, { "score": -3.1686360836029053, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "probability": 1.8811748696244503e-07 }, { "score": -3.302298069000244, "text": "*", "probability": 1.645813065594773e-07 }, { "score": -3.425734043121338, "text": "excluding", "probability": 1.454698340173125e-07 }, { "score": -3.598337411880493, "text": ".", "probability": 1.224086907008775e-07 }, { "score": -3.6173110008239746, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV", "probability": 1.201080532135557e-07 }, { "score": -3.6781370639801025, "text": "A Date With Luyu Eight-Minute Reading Entertainment Whirlwind * Lawrence Viewpoint Sisy's News Peter Qiu's Talk Shi Ping Financial Insight Hacker Zhao Shao Kang Panoramic Eyeshot Of Phoenix * Emergent China Trendy Guide: Cat Walk Art Of Taste Secret Documentary Observation Post Of Military Situation Social Watch Head Start In Finance From Phoenix To The World * Newsline Behind The Headlines With Wentao Celebrity Museum\n\n* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 1.1302010439826253e-07 }, { "score": -3.6881895065307617, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV", "probability": 1.1188966763638683e-07 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Post-Termination Services": [ { "text": "", "score": 12.35306167602539, "probability": 0.999545953784578 }, { "score": 4.421937465667725, "text": "Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices.", "probability": 0.000359218988479457 }, { "score": 2.5589964389801025, "text": "Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices", "probability": 5.5756342550624e-05 }, { "score": 0.918309211730957, "text": "Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices. 6.3 Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B. Without Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program Content related to Party B Business.", "probability": 1.0808187452187357e-05 }, { "score": 0.44585859775543213, "text": "Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices.", "probability": 6.738607696521925e-06 }, { "score": 0.21063244342803955, "text": "Websites, or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party). Party B's use of the Program Content shall be in strict compliance with Party A's requirements. 6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices.", "probability": 5.326142145644415e-06 }, { "score": -0.12736976146697998, "text": "Party B's use of the Program Content shall be in strict compliance with Party A's requirements. 6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices.", "probability": 3.7985711054902974e-06 }, { "score": -0.6549413204193115, "text": "Upon", "probability": 2.2412940774313567e-06 }, { "score": -0.7149516344070435, "text": "6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices.", "probability": 2.110749501100552e-06 }, { "score": -1.0799617767333984, "text": "Upon the termination of this Agreement,", "probability": 1.4652603732821032e-06 }, { "score": -1.0863819122314453, "text": "Upon the termination of this Agreement", "probability": 1.4558833362784267e-06 }, { "score": -1.4170823097229004, "text": "Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices", "probability": 1.0459362558234184e-06 }, { "score": -1.652308464050293, "text": "Websites, or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party). Party B's use of the Program Content shall be in strict compliance with Party A's requirements. 6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices", "probability": 8.26699731559377e-07 }, { "score": -1.8695282936096191, "text": "Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices. 6.3 Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B.", "probability": 6.652891232575139e-07 }, { "score": -1.9903106689453125, "text": "Party B's use of the Program Content shall be in strict compliance with Party A's requirements. 6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices", "probability": 5.895970530538835e-07 }, { "score": -2.0766758918762207, "text": "or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party). Party B's use of the Program Content shall be in strict compliance with Party A's requirements. 6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices.", "probability": 5.408133011343937e-07 }, { "score": -2.3561453819274902, "text": "Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices. 6.3 Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B. Without Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program Content related to Party B Business", "probability": 4.0895479721076673e-07 }, { "score": -2.4107398986816406, "text": "the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices.", "probability": 3.8722662382367457e-07 }, { "score": -2.5584568977355957, "text": "Upon the termination of this Agreement, Party B shall", "probability": 3.340508122396612e-07 }, { "score": -2.577892541885376, "text": "6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices", "probability": 3.2762100564212245e-07 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Audit Rights": [ { "text": "", "score": 12.246552467346191, "probability": 0.9999988819168109 }, { "score": -2.163828134536743, "text": "Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B.", "probability": 5.516336326622795e-07 }, { "score": -3.456033706665039, "text": "Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 1.5151407801919827e-07 }, { "score": -4.162659645080566, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 7.474277906263495e-08 }, { "score": -4.552956581115723, "text": "Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B", "probability": 5.059008813275581e-08 }, { "score": -4.805610656738281, "text": "Party B's use of the Program Content shall be in strict compliance with Party A's requirements. 6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices. 6.3 Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B.", "probability": 3.929516937989021e-08 }, { "score": -5.15947961807251, "text": "Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices. 6.3 Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B.", "probability": 2.758391004769139e-08 }, { "score": -5.212577819824219, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 2.615746012080607e-08 }, { "score": -5.324135780334473, "text": "Websites, or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites or Other Websites, or the manner in which such Program Content shall be used by the licensed third party). Party B's use of the Program Content shall be in strict compliance with Party A's requirements. 6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices. 6.3 Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B.", "probability": 2.3396266800173826e-08 }, { "score": -5.436614990234375, "text": "In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.,", "probability": 2.0907276604733427e-08 }, { "score": -5.442148685455322, "text": "6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the license to use the Program Content. Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices. 6.3 Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B.", "probability": 2.0791901627498336e-08 }, { "score": -5.452672481536865, "text": "6.3 Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B.", "probability": 2.0574239220858163e-08 }, { "score": -5.599465370178223, "text": "Celebrity Museum\n\n* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 1.776529582284814e-08 }, { "score": -5.682538032531738, "text": "Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\". WHEREAS: 1. Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time; 2. In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.,", "probability": 1.6349122382391716e-08 }, { "score": -5.770320415496826, "text": "Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B. Without Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program Content related to Party B Business.", "probability": 1.4975145138673885e-08 }, { "score": -5.874094486236572, "text": "requested), regardless of whether the Written Document is actually received; or on the first business day following the date on which the Written Document is sent by express service (as indicated by the written receipt confirmation); or as indicated on the confirmation report of the fax machine confirming that the Written Document is delivered by fax successfully.", "probability": 1.3499029112692175e-08 }, { "score": -5.918864727020264, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 1.2908003230955757e-08 }, { "score": -5.9220075607299805, "text": "Party B's use of the Program Content shall be in strict compliance with Party A's requirements.", "probability": 1.286749920532449e-08 }, { "score": -5.977956295013428, "text": "negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels.", "probability": 1.2167347831489327e-08 }, { "score": -6.138282775878906, "text": "Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 1.0364945374000171e-08 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Uncapped Liability": [ { "text": "", "score": 12.392098426818848, "probability": 0.9927944137786238 }, { "score": 6.106503009796143, "text": "Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below.", "probability": 0.0018495237807050866 }, { "score": 5.926012992858887, "text": "In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees.", "probability": 0.0015440953010577175 }, { "score": 5.684497356414795, "text": "In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 0.0012127888432987702 }, { "score": 5.610752105712891, "text": "Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees.", "probability": 0.001126569625646968 }, { "score": 5.369235992431641, "text": "Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 0.0008848485069216893 }, { "score": 4.121350288391113, "text": "In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 0.00025404991099496214 }, { "score": 2.987062454223633, "text": "ARTICLE EIGHT LIABILITIES FOR BREACH; TERMINATION 8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below.", "probability": 8.171543554068955e-05 }, { "score": 2.6838786602020264, "text": "In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 6.034385499080824e-05 }, { "score": 2.491311550140381, "text": "ARTICLE EIGHT LIABILITIES FOR BREACH; TERMINATION 8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees.", "probability": 4.977396267462893e-05 }, { "score": 2.249795913696289, "text": "ARTICLE EIGHT LIABILITIES FOR BREACH; TERMINATION 8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 3.909428814219477e-05 }, { "score": 1.386819839477539, "text": "8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below.", "probability": 1.6494059714497014e-05 }, { "score": 1.368072271347046, "text": "With respect to economic losses sustained by either Party as a result of such event, neither Party shall be liable therefor.", "probability": 1.6187716771360353e-05 }, { "score": 1.256206750869751, "text": "In", "probability": 1.4474481611977764e-05 }, { "score": 1.2248823642730713, "text": "Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below", "probability": 1.4028105088337907e-05 }, { "score": 0.9409453868865967, "text": "Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In", "probability": 1.0560555131746699e-05 }, { "score": 0.8910688161849976, "text": "8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees.", "probability": 1.0046750767250955e-05 }, { "score": 0.649553120136261, "text": "8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 7.89108451228419e-06 }, { "score": 0.514254093170166, "text": "In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In", "probability": 6.892504745890047e-06 }, { "score": 0.40957021713256836, "text": "In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement; 8.2.2 one Party enters into a bankruptcy process,", "probability": 6.2074530592883134e-06 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Cap On Liability": [ { "text": "", "score": 12.231145858764648, "probability": 0.9285003113686701 }, { "score": 9.592023849487305, "text": "With respect to economic losses sustained by either Party as a result of such event, neither Party shall be liable therefor.", "probability": 0.06631716130174388 }, { "score": 5.825615882873535, "text": "In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 0.0015342485853614323 }, { "score": 5.768667697906494, "text": "In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 0.0014493172091398184 }, { "score": 4.816352367401123, "text": "In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees.", "probability": 0.000559214155117948 }, { "score": 4.483353137969971, "text": "With respect to economic losses sustained by either Party as a result of such event, neither Party shall be liable therefor", "probability": 0.00040082834740422555 }, { "score": 4.262845993041992, "text": "Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 0.00032150919044046986 }, { "score": 3.6215696334838867, "text": "In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement; 8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 0.00016931311799085 }, { "score": 3.5646214485168457, "text": "In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement; 8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 0.00015994045422531835 }, { "score": 3.310530662536621, "text": "Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees.", "probability": 0.00012405323635226212 }, { "score": 2.9183027744293213, "text": "With", "probability": 8.380418200066729e-05 }, { "score": 2.764836549758911, "text": "Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below.", "probability": 7.188133871993694e-05 }, { "score": 2.6896848678588867, "text": "neither Party shall be liable therefor.", "probability": 6.667732927493018e-05 }, { "score": 2.4040799140930176, "text": "ARTICLE EIGHT LIABILITIES FOR BREACH; TERMINATION 8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 5.011197745365285e-05 }, { "score": 2.1456942558288574, "text": "In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees.", "probability": 3.870134647959799e-05 }, { "score": 2.058799982070923, "text": "Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement; 8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "probability": 3.548038889790182e-05 }, { "score": 2.0268874168395996, "text": "one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 3.436599483379882e-05 }, { "score": 1.9586399793624878, "text": "ARTICLE EIGHT LIABILITIES FOR BREACH; TERMINATION 8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees.", "probability": 3.209884716790363e-05 }, { "score": 1.8979343175888062, "text": "ARTICLE EIGHT LIABILITIES FOR BREACH; TERMINATION 8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below.", "probability": 3.0208231514449704e-05 }, { "score": 1.5234930515289307, "text": "In the event that 8.2.1", "probability": 2.0773397211237158e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Liquidated Damages": [ { "text": "", "score": 12.170180320739746, "probability": 0.9999779600816168 }, { "score": 0.7063438892364502, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online\").", "probability": 1.050290710829804e-05 }, { "score": -0.30207711458206177, "text": "In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 3.831403106624275e-06 }, { "score": -0.5745234489440918, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online\"). 4.2 The Parties may enter into a separate agreement and establish specific fee rates in respect of services beyond this Agreement in accordance with the principles set forth herein.", "probability": 2.9176682364796485e-06 }, { "score": -1.3442010879516602, "text": "With respect to economic losses sustained by either Party as a result of such event, neither Party shall be liable therefor.", "probability": 1.351354076121234e-06 }, { "score": -1.8016008138656616, "text": "In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 8.5530887600135e-07 }, { "score": -2.1344046592712402, "text": "The amount of the service fee", "probability": 6.131801754274179e-07 }, { "score": -2.1373701095581055, "text": "The", "probability": 6.113645135583634e-07 }, { "score": -3.1406726837158203, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online", "probability": 2.2416688400121854e-07 }, { "score": -3.5074269771575928, "text": "If, for causes attributable to Party B, Party A sustains any economic losses as a result of any dispute with any third party over the Program Content provided by Party A, Party B agrees to indemnify Party A for all such losses, which losses shall include only the direct losses and reasonable expenses incurred in resolving such dispute (including reasonable attorney fees).", "probability": 1.5534314347593747e-07 }, { "score": -3.714993476867676, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 1.2622550116886806e-07 }, { "score": -3.7919745445251465, "text": "4.1 The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online\").", "probability": 1.1687312345971006e-07 }, { "score": -3.824875593185425, "text": "In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees.", "probability": 1.1309044342412873e-07 }, { "score": -3.923642635345459, "text": "The Parties may enter into a separate agreement and establish specific fee rates in respect of services beyond this Agreement in accordance with the principles set forth herein.", "probability": 1.0245470932647363e-07 }, { "score": -3.9862866401672363, "text": "Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall include only direct losses, reasonable expenses and reasonable attorney fees. 8.2 In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 9.623343321178534e-08 }, { "score": -4.015872478485107, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online\"). 4.2 The Parties may enter into a separate agreement and establish specific fee rates in respect of services beyond this Agreement in accordance with the principles set forth herein. 5\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n ARTICLE FIVE INTELLECTUAL PROPERTY RIGHTS TO THE PROGRAM CONTENT 5.1 Both Parties acknowledge and agree that with respect to Program Content licensed to Party B hereunder, Party B shall not have any copyright or any other Intellectual Property Right.", "probability": 9.34279917208839e-08 }, { "score": -4.0518975257873535, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media", "probability": 9.012214800822192e-08 }, { "score": -4.12229585647583, "text": "The amount of the service fee and its terms of payment", "probability": 8.399586904258504e-08 }, { "score": -4.181356430053711, "text": "The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online\"). 4.2 The", "probability": 7.917867804659456e-08 }, { "score": -4.227337837219238, "text": "In the event that a Party's performance of this Agreement or any covenants of the Parties is directly affected by an earthquake, typhoon, flood, fire, war, computer virus, design loophole in any software tool, hacker attack on the Internet, amendment to law or policy or any other event of force majeure which is not foreseeable or the result of which is not to be prevented or avoided, such Party shall immediately give the other Party a notice by fax of such event and within thirty days (30) thereafter provide a detailed report thereof as well as a certification document explaining the cause for the non-performance or delayed performance of this Agreement, which certification document shall be issued by the public notary of the region in which the event of force majeure occurred. The Parties shall decide through consultation whether performance of this Agreement, in whole or in part, shall be relieved or delayed to the extent affected by such event. With respect to economic losses sustained by either Party as a result of such event, neither Party shall be liable therefor.", "probability": 7.562036602916422e-08 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Warranty Duration": [ { "text": "", "score": 11.887086868286133, "probability": 0.9966516228022803 }, { "score": 5.805948257446289, "text": "In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May.", "probability": 0.002277919833031312 }, { "score": 4.068577289581299, "text": "A Written Document shall be deemed duly given by one Party to the other upon personal delivery to the address of the other Party; or on a date which is four (4) business days from the date on which the Written Document is posted through registered or certified mail (postage prepaid and return receipt", "probability": 0.0004008739279367605 }, { "score": 3.7183289527893066, "text": "requested), regardless of whether the Written Document is actually received; or on the first business day following the date on which the Written Document is sent by express service (as indicated by the written receipt confirmation); or as indicated on the confirmation report of the fax machine confirming that the Written Document is delivered by fax successfully.", "probability": 0.00028242093827665523 }, { "score": 3.2049896717071533, "text": "A Written Document shall be deemed duly given by one Party to the other upon personal delivery to the address of the other Party; or on a date which is four (4) business days from the date on which the Written Document is posted through registered or certified mail (postage prepaid and return receipt 10\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n requested), regardless of whether the Written Document is actually received; or on the first business day following the date on which the Written Document is sent by express service (as indicated by the written receipt confirmation); or as indicated on the confirmation report of the fax machine confirming that the Written Document is delivered by fax successfully.", "probability": 0.00016902715218380918 }, { "score": 2.8678932189941406, "text": "In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May", "probability": 0.0001206583397421201 }, { "score": 1.0005438327789307, "text": "In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May. The then adjusted scope of Program Content shall constitute an exhibit hereto and process equal validity as this Agreement.", "probability": 1.8645662156649548e-05 }, { "score": 0.9366114139556885, "text": "In", "probability": 1.7490906338589656e-05 }, { "score": 0.5405449867248535, "text": "negotiate in good faith the content, method and fees of such services.", "probability": 1.1770715161901191e-05 }, { "score": 0.33929014205932617, "text": "In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels.", "probability": 9.624961076635226e-06 }, { "score": 0.3172464370727539, "text": "In the event that 8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other Party's written notice thereof, then the non-breaching Party may terminate this Agreement;", "probability": 9.415112689600561e-06 }, { "score": -0.3714306950569153, "text": "regardless of whether the Written Document is actually received; or on the first business day following the date on which the Written Document is sent by express service (as indicated by the written receipt confirmation); or as indicated on the confirmation report of the fax machine confirming that the Written Document is delivered by fax successfully.", "probability": 4.728646451431453e-06 }, { "score": -0.623579740524292, "text": "If the Program Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power to do so in accordance with this Agreement. 3.3 In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May.", "probability": 3.674767824256937e-06 }, { "score": -0.6880197525024414, "text": "In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May. The then adjusted scope of Program Content shall constitute an exhibit hereto and process equal validity as this Agreement. ARTICLE FOUR SERVICE FEE 4.1 The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online\").", "probability": 3.445434225353469e-06 }, { "score": -0.6985440254211426, "text": "requested), regardless of whether the Written Document is actually received; or on the first business day following the date on which the Written Document is sent by express service (as indicated by the written receipt confirmation); or as indicated on the confirmation report of the fax machine confirming that the Written Document is delivered by fax successfully", "probability": 3.4093636763250826e-06 }, { "score": -0.7317391633987427, "text": "Any and all notices, approvals, requests, authorizations, instructions or other communications required hereunder (collectively, \"Written Documents\") shall be made in writing and with a reference to this Agreement. A Written Document shall be deemed duly given by one Party to the other upon personal delivery to the address of the other Party; or on a date which is four (4) business days from the date on which the Written Document is posted through registered or certified mail (postage prepaid and return receipt", "probability": 3.2980471834523543e-06 }, { "score": -0.7656251192092896, "text": "or on a date which is four (4) business days from the date on which the Written Document is posted through registered or certified mail (postage prepaid and return receipt", "probability": 3.1881619990941127e-06 }, { "score": -0.7740606069564819, "text": "3.3 In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May.", "probability": 3.161381410082945e-06 }, { "score": -0.8772506713867188, "text": "In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May. The", "probability": 2.8514254374413213e-06 }, { "score": -0.9053487777709961, "text": "requested),", "probability": 2.7724209186345537e-06 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Insurance": [ { "text": "", "score": 12.200435638427734, "probability": 0.999987744038061 }, { "score": -0.33258748054504395, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 3.6055530934687928e-06 }, { "score": -0.629328727722168, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 2.67977794776184e-06 }, { "score": -1.1215814352035522, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 1.6380085878354906e-06 }, { "score": -1.3503904342651367, "text": "Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 1.3030038192180185e-06 }, { "score": -1.4183226823806763, "text": "Party B", "probability": 1.217427445425039e-06 }, { "score": -3.1237053871154785, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\". WHEREAS: 1. Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time; 2. In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.,", "probability": 2.212100174276375e-07 }, { "score": -3.142082691192627, "text": "(\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 2.1718190000759574e-07 }, { "score": -3.317777395248413, "text": "Phoenix Satellite Television Company Limited (\"Party A", "probability": 1.8218825984887895e-07 }, { "score": -3.43882417678833, "text": "(\"Party B", "probability": 1.6141743373248366e-07 }, { "score": -3.5020813941955566, "text": "Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 1.5152286661101205e-07 }, { "score": -3.5841565132141113, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A", "probability": 1.3958328235700054e-07 }, { "score": -3.761824131011963, "text": "Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 1.1686200701100177e-07 }, { "score": -3.8634769916534424, "text": "Party A", "probability": 1.0556648572045686e-07 }, { "score": -3.9126992225646973, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\". WHEREAS: 1. Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time; 2. In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.,", "probability": 1.0049607981444841e-07 }, { "score": -4.018908977508545, "text": "Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 9.036969374194097e-08 }, { "score": -4.047780990600586, "text": "Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 8.779784464532565e-08 }, { "score": -4.058565616607666, "text": "Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 8.685606522405269e-08 }, { "score": -4.141508102416992, "text": "Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\". WHEREAS: 1. Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time; 2. In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd.,", "probability": 7.994267697813162e-08 }, { "score": -4.257375240325928, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\". WHEREAS: 1. Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time; 2. In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below) and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively, \"Party B Business\"); and", "probability": 7.119643181154246e-08 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.180845260620117, "probability": 0.9911402031258454 }, { "score": 6.836287498474121, "text": "In the event of any legal action taken by Party A to protect any Intellectual Property Right of the Program Content, or any dispute with any third party in connection with any Intellectual Property Right of the Program Content in which Party A is involved (including but not limited to Party A's being the plaintiff/applicant or defendant/respondent in any lawsuit or arbitration), Party B shall provide, at the cost of Part A; all assistance reasonably requested by Party A, provided, however, that if the legal action taken by Party A or the dispute in which Party A is involved is due to or related to Party B's negligence, then the cost of providing such assistance requested by Party A shall be borne by Party B.", "probability": 0.004731764789835596 }, { "score": 5.400162220001221, "text": "Party A represents and warrants that 7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time;", "probability": 0.001125438750553338 }, { "score": 5.245680332183838, "text": "Party A represents and warrants that", "probability": 0.0009643423354024688 }, { "score": 4.836522102355957, "text": "In the event that such dispute is not resolved within thirty (30) Business Days following such notice, either Party may upon the expiration of the such 30-day notice period submit such dispute to arbitration by the Hong Kong International Arbitration Centre in accordance with the arbitration rules of such centre then in effect.", "probability": 0.0006405249800626241 }, { "score": 3.954896926879883, "text": "In the event of any legal action taken by Party A to protect any Intellectual Property Right of the Program Content, or any dispute with any third party in connection with any Intellectual Property Right of the Program Content in which Party A is involved (including but not limited to Party A's being the plaintiff/applicant or defendant/respondent in any lawsuit or arbitration), Party B shall provide, at the cost of Part A; all assistance reasonably requested by Party A, provided, however, that if the legal action taken by Party A or the dispute in which Party A is involved is due to or related to Party B's negligence, then the cost of providing such assistance requested by Party A shall be borne by Party B", "probability": 0.0002652473922033387 }, { "score": 3.8773903846740723, "text": "Both Parties acknowledge and agree that with respect to Program Content licensed to Party B hereunder, Party B shall not have any copyright or any other Intellectual Property Right. If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance.", "probability": 0.0002454654990046365 }, { "score": 3.7463510036468506, "text": "Both Parties acknowledge and agree that with respect to Program Content licensed to Party B hereunder, Party B shall not have any copyright or any other Intellectual Property Right.", "probability": 0.00021531821910701922 }, { "score": 3.3257949352264404, "text": "Any dispute, conflict or claim arising out of or in connection with this Agreement or the performance hereof shall be resolved by the Parties through amicable negotiation, which negotiation shall commence immediately upon notice by one Party to the other of the nature of such dispute, conflict or claim. In the event that such dispute is not resolved within thirty (30) Business Days following such notice, either Party may upon the expiration of the such 30-day notice period submit such dispute to arbitration by the Hong Kong International Arbitration Centre in accordance with the arbitration rules of such centre then in effect.", "probability": 0.00014139550367347573 }, { "score": 3.20154070854187, "text": "If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance.", "probability": 0.00012487418715029705 }, { "score": 2.9175820350646973, "text": "If Party B becomes aware of any violation of any Intellectual Property Right to the Program Content provided by Party A to Party B, it shall take all measures reasonably necessary to preserve the evidence of such third party violation, notify Party A of the same as soon as reasonably possible, and take actions reasonably requested by Party A to assist in legal actions taken or claims made by Party A in order to protect its Intellectual Property Right.", "probability": 9.400500769136535e-05 }, { "score": 2.722806692123413, "text": "Party A represents and warrants that 7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time;", "probability": 7.736795766482088e-05 }, { "score": 2.5414068698883057, "text": "Any dispute, conflict or claim arising out of or in connection with this Agreement or the performance hereof shall be resolved by the Parties through amicable negotiation, which negotiation shall commence immediately upon notice by one Party to the other of the nature of such dispute, conflict or claim.", "probability": 6.453275271745627e-05 }, { "score": 2.3615949153900146, "text": "If Party B becomes aware of any violation of any Intellectual Property Right to the Program Content provided by Party A to Party B, it shall take all measures reasonably necessary to preserve the evidence of such third party violation, notify Party A of the same as soon as reasonably possible, and take actions reasonably requested by Party A to assist in legal actions taken or claims made by Party A in order to protect its Intellectual Property Right. 5.4 If, for causes attributable to Party B, Party A sustains any economic losses as a result of any dispute with any third party over the Program Content provided by Party A, Party B agrees to indemnify Party A for all such losses, which losses shall include only the direct losses and reasonable expenses incurred in resolving such dispute (including reasonable attorney fees).", "probability": 5.391242304075825e-05 }, { "score": 1.6393625736236572, "text": "If, for causes attributable to Party B, Party A sustains any economic losses as a result of any dispute with any third party over the Program Content provided by Party A, Party B agrees to indemnify Party A for all such losses, which losses shall include only the direct losses and reasonable expenses incurred in resolving such dispute (including reasonable attorney fees).", "probability": 2.6183477779035295e-05 }, { "score": 1.5335808992385864, "text": "Party A represents and warrants that", "probability": 2.3555207430608393e-05 }, { "score": 1.311549425125122, "text": "In the event that such dispute is not resolved within thirty (30) Business Days following such notice, either Party may upon the expiration of the such 30-day notice period submit such dispute to arbitration by the Hong Kong International Arbitration Centre in accordance with the arbitration rules of such centre then in effect. The arbitration shall be conducted in Hong Kong in English and the arbitral award shall be binding upon both Parties. During the resolution (including the arbitration) of the dispute, the Parties shall continue to perform other portions of this Agreement unaffected by such dispute.", "probability": 1.886513376855925e-05 }, { "score": 1.2387608289718628, "text": "5.2 In the event of any legal action taken by Party A to protect any Intellectual Property Right of the Program Content, or any dispute with any third party in connection with any Intellectual Property Right of the Program Content in which Party A is involved (including but not limited to Party A's being the plaintiff/applicant or defendant/respondent in any lawsuit or arbitration), Party B shall provide, at the cost of Part A; all assistance reasonably requested by Party A, provided, however, that if the legal action taken by Party A or the dispute in which Party A is involved is due to or related to Party B's negligence, then the cost of providing such assistance requested by Party A shall be borne by Party B.", "probability": 1.75407518002712e-05 }, { "score": 1.1514676809310913, "text": "Party A represents and warrants that 7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time; 7.1.2 it has taken all appropriate and necessary corporate actions and other actions, authorized the execution and performance of this Agreement, and obtained all appropriate consents, approvals and authorizations required for the execution and performance of this Agreement; and 7.1.3 its signing and performance of this Agreement will not violate or contradict any of its constitutional documents, laws and regulations applicable to it, or any agreement or contract to which it is a party or by which it is bound.", "probability": 1.607449251875185e-05 }, { "score": 0.9685937166213989, "text": "Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time;", "probability": 1.338801275034969e-05 } ], "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.093368530273438, "probability": 0.9933394974846553 }, { "score": 6.1130690574646, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.0025112308803638002 }, { "score": 5.744213581085205, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself.", "probability": 0.0017365798008561557 }, { "score": 4.651784896850586, "text": "Party B", "probability": 0.0005824504642402399 }, { "score": 4.278686046600342, "text": "Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 0.0004010737363772827 }, { "score": 4.1223649978637695, "text": "Party A", "probability": 0.0003430321734476902 }, { "score": 4.109259605407715, "text": "Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 0.0003385659320362404 }, { "score": 3.9529385566711426, "text": "Phoenix Satellite Television Company Limited (\"Party A", "probability": 0.0002895702136239723 }, { "score": 2.67153000831604, "text": "Party B", "probability": 8.039799622970889e-05 }, { "score": 2.2691895961761475, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 5.3766405616979444e-05 }, { "score": 2.2026119232177734, "text": "(\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 5.030332449492148e-05 }, { "score": 2.191316843032837, "text": "excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself", "probability": 4.9738341183730665e-05 }, { "score": 2.114441394805908, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 4.6057961680788635e-05 }, { "score": 2.046290636062622, "text": "(\"Party A", "probability": 4.302364641208051e-05 }, { "score": 1.8224613666534424, "text": "* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials which are not produced by Phoenix Satellite TV itself", "probability": 3.439532354557759e-05 }, { "score": 1.6075832843780518, "text": "(\"Party B", "probability": 2.7744636144535317e-05 }, { "score": 1.517413854598999, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B", "probability": 2.5352392382345176e-05 }, { "score": 1.1223070621490479, "text": "Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 1.7077576841535688e-05 }, { "score": 1.0329630374908447, "text": "Phoenix Satellite Television Company Limited", "probability": 1.5617971689161682e-05 }, { "score": 0.9603251814842224, "text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China Legal Representative: Qiao Hai Yan Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".", "probability": 1.4523738177839899e-05 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Document Name": [ { "score": 13.89676570892334, "text": "JOINT FILING AGREEMENT", "probability": 0.9636079075376713 }, { "text": "", "score": 10.502426147460938, "probability": 0.03234129560970906 }, { "score": 6.930689811706543, "text": "FILING AGREEMENT", "probability": 0.000909017057126799 }, { "score": 6.696505546569824, "text": "JOINT FILING AGRE", "probability": 0.0007192288479949466 }, { "score": 6.465653896331787, "text": "JOINT FILING AGREEMENT OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 0.0005709650180066732 }, { "score": 6.1464385986328125, "text": "JOINT FILING AGREEMENT OneMain Holdings, Inc.", "probability": 0.0004149311677552903 }, { "score": 5.866381645202637, "text": "JOINT FILING AGREEMENT OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement", "probability": 0.0003135803704263661 }, { "score": 5.7997636795043945, "text": "JOINT FILING AG", "probability": 0.00029337091400238646 }, { "score": 5.57416296005249, "text": "INT FILING AGREEMENT", "probability": 0.00023412074980334803 }, { "score": 4.925601959228516, "text": "JO", "probability": 0.0001223977522867596 }, { "score": 4.648664474487305, "text": "AGREEMENT", "probability": 9.278996716469135e-05 }, { "score": 4.547839164733887, "text": "ING AGREEMENT", "probability": 8.389057002496635e-05 }, { "score": 4.32796049118042, "text": "JOINT FILING AGREEMENT OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 6.733192806484692e-05 }, { "score": 4.008453845977783, "text": "JOINT", "probability": 4.891714228321055e-05 }, { "score": 3.981874942779541, "text": "JOINT FILING", "probability": 4.763410469104153e-05 }, { "score": 3.6505331993103027, "text": "REEMENT", "probability": 3.4199370802825974e-05 }, { "score": 3.4101080894470215, "text": "JOINT FILING AGREEMENT OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement", "probability": 2.68907439537928e-05 }, { "score": 3.342557907104492, "text": "JOINT FILING AGREEMENT OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of", "probability": 2.513426247378136e-05 }, { "score": 3.3145408630371094, "text": "JOINT FILING AGREEMENT OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as", "probability": 2.4439847879670127e-05 }, { "score": 3.207413673400879, "text": "JOINT FIL", "probability": 2.195703787859155e-05 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Parties": [ { "score": 10.349647521972656, "text": "OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 0.12249758428800586 }, { "score": 10.245854377746582, "text": "OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC", "probability": 0.11042076064298621 }, { "score": 10.016471862792969, "text": "OneMain Holdings, Inc.", "probability": 0.08778719529253928 }, { "score": 9.875079154968262, "text": "OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC", "probability": 0.07621230576919291 }, { "score": 9.872282028198242, "text": "UNIFORM INVESTCO LP", "probability": 0.07599942815015921 }, { "score": 9.768488883972168, "text": "UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC", "probability": 0.068506776795224 }, { "score": 9.462388038635254, "text": "OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC", "probability": 0.05044238663809068 }, { "score": 9.450246810913086, "text": "OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 0.04983365697548382 }, { "score": 9.397713661193848, "text": "UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC", "probability": 0.04728331330065962 }, { "score": 9.100618362426758, "text": "V\u00c4RDE INVESTMENT PARTNERS UGP, LLC", "probability": 0.03513023480509539 }, { "score": 9.090439796447754, "text": "OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc.,", "probability": 0.03477447303609279 }, { "score": 9.066255569458008, "text": "UNIFORM INVESTCO GP LLC", "probability": 0.03394356719224341 }, { "score": 9.018856048583984, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS G.P., LLC", "probability": 0.03237219373632665 }, { "score": 8.98502254486084, "text": "UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC", "probability": 0.031295250117021965 }, { "score": 8.972881317138672, "text": "UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 0.03091758465916778 }, { "score": 8.781391143798828, "text": "THE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII UGP, LLC", "probability": 0.025529507282525385 }, { "score": 8.673742294311523, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 0.022924038634808047 }, { "score": 8.660200119018555, "text": "Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC", "probability": 0.022615689854151185 }, { "score": 8.61307430267334, "text": "UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc.,", "probability": 0.021574630065786134 }, { "score": 8.534255027770996, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 0.01993942276443931 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Agreement Date": [ { "score": 14.531163215637207, "text": "February 20, 2020", "probability": 0.7630439631450421 }, { "score": 13.217698097229004, "text": "February 20, 2020.", "probability": 0.2051723853693388 }, { "text": "", "score": 10.850351333618164, "probability": 0.01923061934684653 }, { "score": 9.8309326171875, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 0.006938496094643922 }, { "score": 8.517467498779297, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 0.0018656694284642868 }, { "score": 7.993042945861816, "text": "the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 0.0011042820316160423 }, { "score": 7.245209693908691, "text": "this Agreement as of February 20, 2020", "probability": 0.0005227573537695366 }, { "score": 6.854093551635742, "text": "20, 2020", "probability": 0.000353541636999463 }, { "score": 6.679577827453613, "text": "the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 0.0002969267689548527 }, { "score": 6.593674659729004, "text": "February 20", "probability": 0.0002724846743214014 }, { "score": 6.472936153411865, "text": "Agreement as of February 20, 2020", "probability": 0.00024149381576881344 }, { "score": 6.0509033203125, "text": "February", "probability": 0.00015835051607903785 }, { "score": 5.955565452575684, "text": ", 2020", "probability": 0.0001439510288557596 }, { "score": 5.931744575500488, "text": "this Agreement as of February 20, 2020.", "probability": 0.00014056250808955245 }, { "score": 5.843602657318115, "text": "hereby execute this Agreement as of February 20, 2020", "probability": 0.0001287033789967517 }, { "score": 5.540628433227539, "text": "20, 2020.", "probability": 9.506264972149794e-05 }, { "score": 5.3130621910095215, "text": "WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 7.571451628651796e-05 }, { "score": 5.293808460235596, "text": "undersigned hereby execute this Agreement as of February 20, 2020", "probability": 7.427067365607208e-05 }, { "score": 5.263544082641602, "text": "as of February 20, 2020", "probability": 7.205659085661381e-05 }, { "score": 5.2159647941589355, "text": "execute this Agreement as of February 20, 2020", "probability": 6.870847169265353e-05 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Effective Date": [ { "score": 14.46729850769043, "text": "February 20, 2020", "probability": 0.6114678493105205 }, { "score": 13.703676223754883, "text": "February 20, 2020.", "probability": 0.28492901898278905 }, { "score": 11.793289184570312, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 0.042176072331212525 }, { "text": "", "score": 11.676895141601562, "probability": 0.03754195137002667 }, { "score": 11.029667854309082, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 0.019653033905082478 }, { "score": 8.604158401489258, "text": "the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 0.0017379778301081456 }, { "score": 7.840537071228027, "text": "the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 0.0008098558100233389 }, { "score": 7.10330867767334, "text": "this Agreement as of February 20, 2020", "probability": 0.00038746589264887455 }, { "score": 6.651390075683594, "text": "20, 2020", "probability": 0.0002465856071742744 }, { "score": 6.339687347412109, "text": "this Agreement as of February 20, 2020.", "probability": 0.00018054977394507083 }, { "score": 6.229183197021484, "text": "February 20", "probability": 0.00016166112855099348 }, { "score": 6.024882793426514, "text": "February", "probability": 0.00013178897138915735 }, { "score": 5.895447254180908, "text": "WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 0.00011578863331927126 }, { "score": 5.887768268585205, "text": "20, 2020.", "probability": 0.00011490289919406706 }, { "score": 5.733701229095459, "text": ", 2020", "probability": 9.849643723993837e-05 }, { "score": 5.1318254470825195, "text": "WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 5.395468865585532e-05 }, { "score": 5.058077335357666, "text": ", the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 5.011881485671073e-05 }, { "score": 5.054998397827148, "text": "WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 4.996473947262233e-05 }, { "score": 4.995230197906494, "text": "Agreement as of February 20, 2020", "probability": 4.706592818662229e-05 }, { "score": 4.97007942199707, "text": ", 2020.", "probability": 4.5896945603790774e-05 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Expiration Date": [ { "text": "", "score": 11.719532012939453, "probability": 0.9996974991702602 }, { "score": 2.6588289737701416, "text": "February 20, 2020.", "probability": 0.00011610616315778697 }, { "score": 2.2391042709350586, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 7.630818980068671e-05 }, { "score": 1.6368541717529297, "text": "February 20, 2020", "probability": 4.1784696923296035e-05 }, { "score": 1.2171294689178467, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 2.7462061417479523e-05 }, { "score": 0.21263733506202698, "text": "this Agreement as of February 20, 2020.", "probability": 1.0057446782415296e-05 }, { "score": -0.24730032682418823, "text": "the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 6.349497472654012e-06 }, { "score": -0.45116227865219116, "text": "Agreement as of February 20, 2020.", "probability": 5.178491096786024e-06 }, { "score": -0.8093375563621521, "text": "this Agreement as of February 20, 2020", "probability": 3.6195092200338227e-06 }, { "score": -1.269275188446045, "text": "the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 2.285079486570489e-06 }, { "score": -1.4731371402740479, "text": "Agreement as of February 20, 2020", "probability": 1.8636535926846345e-06 }, { "score": -1.5160796642303467, "text": "execute this Agreement as of February 20, 2020.", "probability": 1.7853176136162969e-06 }, { "score": -1.5442006587982178, "text": "hereby execute this Agreement as of February 20, 2020.", "probability": 1.7358120419915405e-06 }, { "score": -1.6707887649536133, "text": ", the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 1.5294179427979794e-06 }, { "score": -1.8169801235198975, "text": "20, 2020.", "probability": 1.3214054102176823e-06 }, { "score": -1.8333561420440674, "text": "WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 1.2999422707790243e-06 }, { "score": -1.926400899887085, "text": "as of February 20, 2020.", "probability": 1.184445933462503e-06 }, { "score": -2.0064313411712646, "text": "WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 1.0933481191630186e-06 }, { "score": -2.2078988552093506, "text": "undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 8.938450358785164e-07 }, { "score": -2.5380544662475586, "text": "execute this Agreement as of February 20, 2020", "probability": 6.425064214325983e-07 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Renewal Term": [ { "text": "", "score": 11.593461990356445, "probability": 0.9999999851602364 }, { "score": -7.858288764953613, "text": "., LLC", "probability": 3.5662515807442865e-09 }, { "score": -9.020659446716309, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 1.1153233747196741e-09 }, { "score": -9.058633804321289, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 1.0737637796430558e-09 }, { "score": -9.22241497039795, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 9.115478971339808e-10 }, { "score": -9.346040725708008, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 8.055444506555177e-10 }, { "score": -9.471145629882812, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 7.108159111297481e-10 }, { "score": -9.472770690917969, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 7.096617299508316e-10 }, { "score": -9.503641128540039, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.", "probability": 6.880888569877234e-10 }, { "score": -9.526094436645508, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 6.728111453123342e-10 }, { "score": -9.829195976257324, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 4.968872476558228e-10 }, { "score": -9.833517074584961, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 4.947447812386366e-10 }, { "score": -9.882519721984863, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 4.710853975591582e-10 }, { "score": -9.882608413696289, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 4.710436180417968e-10 }, { "score": -9.894901275634766, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC", "probability": 4.6528858923763336e-10 }, { "score": -9.902185440063477, "text": "., LLC\n\nBy: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE SKYWAY MASTER FUND, L.P.\n\nBy: The V\u00e4rde Skyway Fund G.P., LLC, its General Partner By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND G.P., L.P.", "probability": 4.619116646152847e-10 }, { "score": -9.935932159423828, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 4.465837493713023e-10 }, { "score": -9.954042434692383, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 4.3856879035908686e-10 }, { "score": -9.973495483398438, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 4.301197366855957e-10 }, { "score": -10.02208137512207, "text": "GEORGE G. HICKS", "probability": 4.0972153073396103e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.81047534942627, "probability": 0.9999999930111243 }, { "score": -8.876724243164062, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 1.0367245141190475e-09 }, { "score": -9.430732727050781, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 5.957451842646702e-10 }, { "score": -9.527347564697266, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 5.408804067601487e-10 }, { "score": -9.793990135192871, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 4.142856137805424e-10 }, { "score": -9.896537780761719, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 3.739073273035811e-10 }, { "score": -9.945284843444824, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P.,", "probability": 3.5611756534519257e-10 }, { "score": -9.967034339904785, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 3.4845580931068465e-10 }, { "score": -10.03940200805664, "text": "Ilfryn Carstairs", "probability": 3.2412970230928985e-10 }, { "score": -10.055728912353516, "text": "IN", "probability": 3.188806347935819e-10 }, { "score": -10.065496444702148, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 3.157811198265515e-10 }, { "score": -10.139627456665039, "text": "IN WITNESS WHEREOF,", "probability": 2.932185697755084e-10 }, { "score": -10.148323059082031, "text": "this Agreement as of February 20, 2020.", "probability": 2.906799112504496e-10 }, { "score": -10.151060104370117, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 2.8988539497853376e-10 }, { "score": -10.199922561645508, "text": "UNIFORM INVESTCO GP LLC", "probability": 2.7606137049567e-10 }, { "score": -10.235553741455078, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.6639815635643257e-10 }, { "score": -10.336225509643555, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 2.40885146623922e-10 }, { "score": -10.338518142700195, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 2.403335179565981e-10 }, { "score": -10.36281681060791, "text": "OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 2.345641119214436e-10 }, { "score": -10.374061584472656, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 2.3194126581883134e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Governing Law": [ { "text": "", "score": 12.193258285522461, "probability": 0.9999999962014465 }, { "score": -9.187782287597656, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 5.180027437239707e-10 }, { "score": -9.2593355178833, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 4.822329561097342e-10 }, { "score": -9.765029907226562, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.9082825949126104e-10 }, { "score": -10.019757270812988, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 2.2542906814836065e-10 }, { "score": -10.125496864318848, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 2.02809266259621e-10 }, { "score": -10.179228782653809, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 1.9219952861422793e-10 }, { "score": -10.235603332519531, "text": "IN WITNESS WHEREOF,", "probability": 1.8166412118803794e-10 }, { "score": -10.274288177490234, "text": "IN", "probability": 1.7477066855578095e-10 }, { "score": -10.324606895446777, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 1.661940250078946e-10 }, { "score": -10.39745044708252, "text": "Ilfryn Carstairs", "probability": 1.5451827583326517e-10 }, { "score": -10.426977157592773, "text": "this Agreement as of February 20, 2020.", "probability": 1.5002255793380692e-10 }, { "score": -10.431465148925781, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.396630084919292e-10 }, { "score": -10.520135879516602, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as", "probability": 1.3667788418863278e-10 }, { "score": -10.529576301574707, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 1.3539365862920151e-10 }, { "score": -10.636434555053711, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 1.2167192358803146e-10 }, { "score": -10.639510154724121, "text": "V\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.1442070858615384e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.071693420410156, "probability": 0.9999999941044277 }, { "score": -9.098776817321777, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 6.394131945869268e-10 }, { "score": -9.438583374023438, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 2.588372893578342e-10 }, { "score": -10.03042984008789, "text": "THE V\u00c4RDE FUND XII UGP, LLC", "probability": 2.5186616358256477e-10 }, { "score": -10.122140884399414, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 2.2979481572653014e-10 }, { "score": -10.125656127929688, "text": "THE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. 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Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 2.28826686176254e-10 }, { "score": -10.176081657409668, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 2.272287658784403e-10 }, { "score": -10.205329895019531, "text": "THE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 2.206789767531153e-10 }, { "score": -10.228158950805664, "text": "UNIFORM INVESTCO GP LLC", "probability": 2.1569815413830852e-10 }, { "score": -10.232373237609863, "text": "V\u00c4RDE SFLT, L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund G.P., L.P., its General Partner By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.", "probability": 2.147910529883619e-10 }, { "score": -10.257104873657227, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.0954406952437698e-10 }, { "score": -10.3035306930542, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 2.0003818104811125e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.84853744506836, "probability": 0.9999999924606512 }, { "score": -9.094681739807129, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 8.025562319489274e-10 }, { "score": -9.142705917358398, "text": "ILFRYN CARSTAIRS", "probability": 7.649249664639676e-10 }, { "score": -9.211987495422363, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 7.137238821729119e-10 }, { "score": -9.465080261230469, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 5.541322640861757e-10 }, { "score": -9.503026008605957, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 5.334992445501703e-10 }, { "score": -9.52907943725586, "text": "UNIFORM INVESTCO GP LLC", "probability": 5.197792623988535e-10 }, { "score": -9.59902572631836, "text": "THE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 4.846650030885685e-10 }, { "score": -9.782899856567383, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 4.032609240889017e-10 }, { "score": -10.094341278076172, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 2.9534447449367914e-10 }, { "score": -10.101775169372559, "text": "THE V\u00c4RDE FUND XII UGP, LLC", "probability": 2.9315705636315633e-10 }, { "score": -10.17017936706543, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 2.737743689749741e-10 }, { "score": -10.20524787902832, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 2.6433990244874015e-10 }, { "score": -10.225996017456055, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 2.589118473039372e-10 }, { "score": -10.258672714233398, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 2.505881986782279e-10 }, { "score": -10.2807035446167, "text": "THE V\u00c4RDE SKYWAY MASTER FUND, L.P.\n\nBy: The V\u00e4rde Skyway Fund G.P., LLC, its General Partner By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND G.P., L.P.", "probability": 2.451279008724076e-10 }, { "score": -10.332014083862305, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.3286749002735024e-10 }, { "score": -10.377634048461914, "text": "THE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 2.2248275986665997e-10 }, { "score": -10.41163444519043, "text": "THE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 2.150454106455591e-10 }, { "score": -10.429830551147461, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 2.11167807197869e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.166330337524414, "probability": 0.9999999958463923 }, { "score": -9.337759017944336, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 2.325590044811088e-10 }, { "score": -10.190715789794922, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.918601814421969e-10 }, { "score": -10.219694137573242, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.8961517749141351e-10 }, { "score": -10.251038551330566, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.8376398111883257e-10 }, { "score": -10.271468162536621, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 1.8004784330542165e-10 }, { "score": -10.276371955871582, "text": "THE V\u00c4RDE SKYWAY FUND G.P., L.P.", "probability": 1.7916708717943165e-10 }, { "score": -10.314924240112305, "text": "THE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 1.723912381493061e-10 }, { "score": -10.34337043762207, "text": "THE V\u00c4RDE SKYWAY FUND G.P., L.P.\n\nBy: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 1.6755645456000458e-10 }, { "score": -10.370408058166504, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 1.6308682310545675e-10 }, { "score": -10.381490707397461, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 1.612893677321771e-10 }, { "score": -10.432785987854004, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 1.5322459503064897e-10 }, { "score": -10.460664749145508, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 1.490118786282452e-10 }, { "score": -10.477946281433105, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 1.4645884870948652e-10 }, { "score": -10.493976593017578, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 1.4412978541047062e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.6767578125, "probability": 0.9999999854020754 }, { "score": -8.535819053649902, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 1.6664389029519666e-09 }, { "score": -8.59553337097168, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 1.5698414686454675e-09 }, { "score": -8.643860816955566, "text": "Ilfryn Carstairs", "probability": 1.4957790770716754e-09 }, { "score": -9.007970809936523, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.0392893891126701e-09 }, { "score": -9.102034568786621, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 9.459868989292678e-10 }, { "score": -9.161748886108398, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 8.911514608209423e-10 }, { "score": -9.46263313293457, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 6.595977344168087e-10 }, { "score": -9.49372673034668, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 6.394040422089119e-10 }, { "score": -9.520277976989746, "text": "UNIFORM INVESTCO GP LLC", "probability": 6.226504661618663e-10 }, { "score": -9.522346496582031, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 6.21363832645551e-10 }, { "score": -9.606460571289062, "text": "ILFRYN CARSTAIRS", "probability": 5.712361618266732e-10 }, { "score": -9.643239974975586, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 5.50608105522941e-10 }, { "score": -9.653925895690918, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 5.44755675951403e-10 }, { "score": -9.657339096069336, "text": "V\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 5.42899485249545e-10 }, { "score": -9.681203842163086, "text": "Ilf", "probability": 5.30096702085228e-10 }, { "score": -9.861692428588867, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 4.4255770390083535e-10 }, { "score": -9.863912582397461, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 4.4157624762408275e-10 }, { "score": -9.934783935546875, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 4.1136436445656423e-10 }, { "score": -9.934873580932617, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 4.1132748919230523e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.709589004516602, "probability": 0.9999999892552512 }, { "score": -8.266398429870605, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 2.1112462054001222e-09 }, { "score": -9.09754467010498, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 9.195527684172387e-10 }, { "score": -9.324209213256836, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 7.330565791723982e-10 }, { "score": -9.36884593963623, "text": "IN WITNESS WHEREOF,", "probability": 7.010548722189664e-10 }, { "score": -9.48520278930664, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 6.240492623708987e-10 }, { "score": -9.5164213180542, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 6.048683207043979e-10 }, { "score": -9.660785675048828, "text": "IN", "probability": 5.235572715761857e-10 }, { "score": -9.732418060302734, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of", "probability": 4.873653466890486e-10 }, { "score": -9.77469253540039, "text": "ILFRYN CARSTAIRS", "probability": 4.671916529638687e-10 }, { "score": -9.79574203491211, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as", "probability": 4.574602820497375e-10 }, { "score": -9.876788139343262, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 4.218475367036759e-10 }, { "score": -9.95533275604248, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 3.899815165834094e-10 }, { "score": -9.962081909179688, "text": "IN WITNESS WHEREOF, the undersigned hereby", "probability": 3.87358333696205e-10 }, { "score": -10.026140213012695, "text": "this Agreement as of February 20, 2020.", "probability": 3.6332286988345894e-10 }, { "score": -10.091216087341309, "text": "the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 3.404322090234491e-10 }, { "score": -10.14201831817627, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 3.23569452730308e-10 }, { "score": -10.22188663482666, "text": "THE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 2.9873158639269095e-10 }, { "score": -10.23045539855957, "text": "IN WITNESS WHEREOF, the undersigned hereby execute", "probability": 2.961827617427736e-10 }, { "score": -10.238123893737793, "text": "This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 2.939201720792146e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.268321990966797, "probability": 0.999999997718876 }, { "score": -10.074451446533203, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 1.9799616783675704e-10 }, { "score": -10.13542366027832, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 1.8628457216610304e-10 }, { "score": -10.153925895690918, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 1.8286958106417616e-10 }, { "score": -10.217545509338379, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.715978423646519e-10 }, { "score": -10.28005313873291, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.6120002480468242e-10 }, { "score": -10.361417770385742, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.4860345053372883e-10 }, { "score": -10.362407684326172, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. 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HICKS", "probability": 4.546983484672639e-10 }, { "score": -9.437255859375, "text": "THE V\u00c4RDE SKYWAY FUND UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 4.447052529384779e-10 }, { "score": -9.481283187866211, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.", "probability": 5.223907757722742e-09 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.051067352294922, "probability": 0.999999992814069 }, { "score": -8.444986343383789, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 2.435227230603734e-10 }, { "score": -10.099912643432617, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 2.3985656839825885e-10 }, { "score": -10.104336738586426, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.3879776396913476e-10 }, { "score": -10.164624214172363, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 2.24826623349097e-10 }, { "score": -10.167341232299805, "text": "V\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE SFLT, L.P.", "probability": 2.2421659444300305e-10 }, { "score": -10.197347640991211, "text": "ILFRYN CARSTAIRS", "probability": 2.175885981620221e-10 }, { "score": -10.203155517578125, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 2.1632853313025646e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.166629791259766, "probability": 0.9999999952766061 }, { "score": -9.052051544189453, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 6.093176812294961e-10 }, { "score": -9.598403930664062, "text": "ILFRYN CARSTAIRS", "probability": 3.528303650911271e-10 }, { "score": -9.633816719055176, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 3.4055430566996137e-10 }, { "score": -9.635377883911133, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 3.4002305904608184e-10 }, { "score": -9.746670722961426, "text": "THE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 3.042107132483419e-10 }, { "score": -9.765302658081055, "text": "THE V\u00c4RDE FUND XII UGP, LLC", "probability": 2.985951557796048e-10 }, { "score": -9.77493667602539, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.3893284978073965e-10 }, { "score": -10.012798309326172, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 2.3312924762774875e-10 }, { "score": -10.089165687561035, "text": "UNIFORM INVESTCO GP LLC", "probability": 2.1598860083604053e-10 }, { "score": -10.20151138305664, "text": "THE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 1.9303662483551994e-10 }, { "score": -10.256579399108887, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.826938718793562e-10 }, { "score": -10.336257934570312, "text": "UNIFORM INVESTCO LP", "probability": 1.6870192248632014e-10 }, { "score": -10.462987899780273, "text": "THE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.\n\nBy: V\u00e4rde Credit Partners G.P., LLC, its General Partner By: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.4862159134762701e-10 }, { "score": -10.469940185546875, "text": "THE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.4759191502290464e-10 }, { "score": -10.601409912109375, "text": "THE V\u00c4RDE SKYWAY MASTER FUND, L.P.\n\nBy: The V\u00e4rde Skyway Fund G.P., LLC, its General Partner By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.2594683380203255e-10 }, { "score": -10.633033752441406, "text": "THE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.253810584195675e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.070093154907227, "probability": 0.9999999781788629 }, { "score": -6.923051834106445, "text": "THE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.\n\nBy: V\u00e4rde Credit Partners G.P., LLC, its General Partner By: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.", "probability": 5.641335487882437e-09 }, { "score": -7.815873146057129, "text": ".", "probability": 2.3101200991607975e-09 }, { "score": -7.901479721069336, "text": "V\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.", "probability": 6.822004040582619e-10 }, { "score": -9.052183151245117, "text": "By: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.", "probability": 6.709836620087594e-10 }, { "score": -9.10826587677002, "text": "By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.", "probability": 6.34388829652627e-10 }, { "score": -9.116643905639648, "text": "General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.\n\nBy: V\u00e4rde Credit Partners G.P., LLC, its General Partner By: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.", "probability": 6.290961039860457e-10 }, { "score": -9.15706729888916, "text": "General Counsel\n\n\n\n\n\nV\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.", "probability": 6.041730359764654e-10 }, { "score": -9.164531707763672, "text": "UNIFORM INVESTCO GP LLC", "probability": 5.996800310793222e-10 }, { "score": -9.184450149536133, "text": "By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.", "probability": 5.878535132080227e-10 }, { "score": -9.187091827392578, "text": "By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.\n\nBy: V\u00e4rde Credit Partners G.P., LLC, its General Partner By: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.", "probability": 5.863026429510461e-10 }, { "score": -9.220654487609863, "text": "General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.", "probability": 5.669513239275789e-10 }, { "score": -9.24642562866211, "text": "THE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 5.525270052832226e-10 }, { "score": -9.281585693359375, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 5.334376775557948e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.2457857131958, "probability": 0.9999999903282432 }, { "score": -8.01055908203125, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 1.5950754386021698e-09 }, { "score": -8.16794204711914, "text": "UNIFORM INVESTCO LP", "probability": 1.362795448466887e-09 }, { "score": -8.518205642700195, "text": "This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 9.600926117298218e-10 }, { "score": -8.923898696899414, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 6.399158582086404e-10 }, { "score": -8.95997428894043, "text": "In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 6.172419609237077e-10 }, { "score": -9.36054801940918, "text": "OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 4.13512346958599e-10 }, { "score": -9.390008926391602, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.", "probability": 4.0150760178491607e-10 }, { "score": -9.538372993469238, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 3.4614660513934815e-10 }, { "score": -9.558871269226074, "text": "UNIFORM INVESTCO GP LLC", "probability": 3.3912342404089196e-10 }, { "score": -9.579235076904297, "text": "V\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 3.32287419624702e-10 }, { "score": -9.583740234375, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 3.3079377954194547e-10 }, { "score": -9.629581451416016, "text": "this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 3.1597210729743745e-10 }, { "score": -9.674427032470703, "text": ", the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 3.021151876126676e-10 }, { "score": -9.707143783569336, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.923909011260993e-10 }, { "score": -9.71109676361084, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC", "probability": 2.9123736718006146e-10 }, { "score": -9.713033676147461, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC", "probability": 2.906738118273394e-10 }, { "score": -9.74112319946289, "text": "UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.8262253071615245e-10 }, { "score": -9.75302505493164, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.7927873635373876e-10 }, { "score": -9.754119873046875, "text": "THE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 2.7897314424838954e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.144824981689453, "probability": 0.9999999601198937 }, { "score": -6.606805324554443, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 7.182413659335229e-09 }, { "score": -6.769184112548828, "text": "THE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 6.1059072414992175e-09 }, { "score": -7.1068949699401855, "text": "UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 4.3559635855862896e-09 }, { "score": -7.625675678253174, "text": "In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 2.592869395349888e-09 }, { "score": -7.641506671905518, "text": "OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 2.552144901540962e-09 }, { "score": -7.665860176086426, "text": "This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 2.4907419532655244e-09 }, { "score": -7.766800403594971, "text": "this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 2.2515985075818013e-09 }, { "score": -8.009883880615234, "text": ".", "probability": 1.7657171669869338e-09 }, { "score": -8.095834732055664, "text": "JOINT FILING AGREEMENT OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 1.6202915194309218e-09 }, { "score": -8.494789123535156, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 1.0872501297590374e-09 }, { "score": -8.578432083129883, "text": "Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 1.0000087322850944e-09 }, { "score": -8.60342025756836, "text": "hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 9.7532996246882e-10 }, { "score": -8.638713836669922, "text": ", the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 9.415074469101861e-10 }, { "score": -8.678437232971191, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 9.04840659536453e-10 }, { "score": -8.679328918457031, "text": "execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 9.040341858672152e-10 }, { "score": -8.752887725830078, "text": "the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 8.399214440943638e-10 }, { "score": -8.764659881591797, "text": "WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 8.300917300090734e-10 }, { "score": -8.872358322143555, "text": "WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.", "probability": 7.341360588707431e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__License Grant": [ { "text": "", "score": 11.676980972290039, "probability": 0.9999997210715948 }, { "score": -3.6571178436279297, "text": "THE V\u00c4RDE SKYWAY MAS", "probability": 2.1902080867861035e-07 }, { "score": -6.639557838439941, "text": "V\u00c4RDE SKYWAY MAS", "probability": 1.1097576457176934e-08 }, { "score": -6.761220932006836, "text": "SKYWAY MAS", "probability": 9.82631168541407e-09 }, { "score": -7.345245361328125, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 3.883944456537384e-10 }, { "score": -9.702760696411133, "text": "V\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 3.76824465205899e-10 }, { "score": -9.861648559570312, "text": "THE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 3.214659429453066e-10 }, { "score": -9.865124702453613, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 3.203504213749876e-10 }, { "score": -9.873720169067383, "text": "V\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 3.176086602619628e-10 }, { "score": -9.990583419799805, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.8257860116421224e-10 }, { "score": -9.996517181396484, "text": "By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 2.4651950760920647e-10 }, { "score": -10.130928039550781, "text": "THE V\u00c4RDE SKYWAY MASTER FUND, L.P.\n\nBy: The V\u00e4rde Skyway Fund G.P., LLC, its General Partner By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 3.120069265477307e-10 }, { "score": -10.16120719909668, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 2.97552470604196e-10 }, { "score": -10.178507804870605, "text": "By: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 2.92448907277198e-10 }, { "score": -10.19299602508545, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 2.8824238916906334e-10 }, { "score": -10.243006706237793, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.741817133737082e-10 }, { "score": -10.315160751342773, "text": "THE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 2.550952561583258e-10 }, { "score": -10.32170295715332, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 2.5343181770259877e-10 }, { "score": -10.357538223266602, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 2.4451081890664564e-10 }, { "score": -10.380322456359863, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 2.3900281352889266e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.070871353149414, "probability": 0.9999999941871773 }, { "score": -8.751483917236328, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 9.056617026956812e-10 }, { "score": -9.003816604614258, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 7.036866462788944e-10 }, { "score": -9.415263175964355, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 4.663267557501932e-10 }, { "score": -9.685783386230469, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 3.557991444813902e-10 }, { "score": -9.788427352905273, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 3.2109030387864226e-10 }, { "score": -9.908931732177734, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.8463795084731236e-10 }, { "score": -9.942387580871582, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.", "probability": 2.7527268166988406e-10 }, { "score": -10.013214111328125, "text": "V\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 2.5645049541133454e-10 }, { "score": -10.014435768127441, "text": "V\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 2.5613739221119467e-10 }, { "score": -10.055862426757812, "text": "By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 2.4574325946022853e-10 }, { "score": -10.087160110473633, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 2.3817117705989963e-10 }, { "score": -10.105786323547363, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 2.33776009699184e-10 }, { "score": -10.172691345214844, "text": "GEORGE G. HICKS", "probability": 2.1864696819662315e-10 }, { "score": -10.333303451538086, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.8620464399488694e-10 }, { "score": -10.352075576782227, "text": "By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 1.8274179133839107e-10 }, { "score": -10.380846977233887, "text": "THE V\u00c4RDE SKYWAY MASTER FUND, L.P.\n\nBy: The V\u00e4rde Skyway Fund G.P., LLC, its General Partner By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 1.7016359913644362e-10 }, { "score": -10.46353530883789, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 1.6346754157113763e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.24118423461914, "probability": 0.9999999962543122 }, { "score": -9.580099105834961, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 3.3353165277742377e-10 }, { "score": -9.699970245361328, "text": "ILFRYN CARSTAIRS", "probability": 2.9585416059138114e-10 }, { "score": -9.703540802001953, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 2.9479968021486676e-10 }, { "score": -9.929770469665527, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.", "probability": 2.351130372094635e-10 }, { "score": -9.988044738769531, "text": "UNIFORM INVESTCO GP LLC", "probability": 2.2180356299674077e-10 }, { "score": -10.035386085510254, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.1154776073127872e-10 }, { "score": -10.042630195617676, "text": "THE V\u00c4RDE SKYWAY FUND G.P., L.P.", "probability": 2.100208227902864e-10 }, { "score": -10.05630111694336, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.7925373779323075e-10 }, { "score": -10.208786010742188, "text": "V\u00c4RDE SFLT, L.P.", "probability": 1.7786963010800622e-10 }, { "score": -10.233630180358887, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 1.7350504854485944e-10 }, { "score": -10.29588508605957, "text": "IL", "probability": 1.6303286259595963e-10 }, { "score": -10.29983901977539, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.6238951418040407e-10 }, { "score": -10.369563102722168, "text": "V\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 1.5145276207461628e-10 }, { "score": -10.38167953491211, "text": "V\u00c4RDE SFLT, L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund G.P., L.P., its General Partner By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.", "probability": 1.4962876742141026e-10 }, { "score": -10.504545211791992, "text": "THE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.3232905556240946e-10 }, { "score": -10.537084579467773, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.280924537479364e-10 }, { "score": -10.5452880859375, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 1.2704594486503545e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.347856521606445, "probability": 0.9999999923804875 }, { "score": -8.478349685668945, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 4.0446337070105877e-10 }, { "score": -9.341339111328125, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 2.9321689313173216e-10 }, { "score": -9.860508918762207, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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UNIFORM INVESTCO LP", "probability": 1.6749861920049532e-10 }, { "score": -10.282801628112793, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 1.654542370818384e-10 }, { "score": -10.36911678314209, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 1.5177201422564197e-10 }, { "score": -10.419646263122559, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. 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Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 2.934255730035306e-10 }, { "score": -9.751513481140137, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 2.490586376919093e-10 }, { "score": -9.814032554626465, "text": "V\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 2.3396447509353315e-10 }, { "score": -9.81758975982666, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 2.33133693951607e-10 }, { "score": -9.945685386657715, "text": "THE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 2.0510385404638e-10 }, { "score": -9.974395751953125, "text": "THE V\u00c4RDE FUND XII (MASTER), L.P.", "probability": 1.9929897628771578e-10 }, { "score": -10.003454208374023, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 1.9359098995006444e-10 }, { "score": -10.011075019836426, "text": "THE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 1.9212127683113543e-10 }, { "score": -10.063100814819336, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.823815694403669e-10 }, { "score": -10.09048080444336, "text": "THE V\u00c4RDE SKYWAY MASTER FUND, L.P.\n\nBy: The V\u00e4rde Skyway Fund G.P., LLC, its General Partner By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND G.P., L.P.", "probability": 1.7745570672112953e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.250250816345215, "probability": 0.9999999968616375 }, { "score": -9.696077346801758, "text": "ILFRYN CARSTAIRS", "probability": 2.94327457823845e-10 }, { "score": -9.741182327270508, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 2.813467710476264e-10 }, { "score": -9.773005485534668, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 2.725343907998676e-10 }, { "score": -10.030179977416992, "text": "GEORGE G. HICKS", "probability": 2.1073266065560421e-10 }, { "score": -10.134210586547852, "text": "V\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 1.8991179165185945e-10 }, { "score": -10.160526275634766, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.8497931736662276e-10 }, { "score": -10.163581848144531, "text": "Ilfryn Carstairs", "probability": 1.8441496230260456e-10 }, { "score": -10.194411277770996, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 1.7881629942398282e-10 }, { "score": -10.292508125305176, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 1.6210790133530595e-10 }, { "score": -10.354007720947266, "text": "IN", "probability": 1.5243870418807502e-10 }, { "score": -10.397759437561035, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 1.4591304453262689e-10 }, { "score": -10.494913101196289, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.324039127089539e-10 }, { "score": -10.567098617553711, "text": "UNIFORM INVESTCO GP LLC", "probability": 1.2318307690636274e-10 }, { "score": -10.689815521240234, "text": "IN WITNESS WHEREOF,", "probability": 1.0895715975529187e-10 }, { "score": -10.704333305358887, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.0543885512060944e-10 }, { "score": -10.733235359191895, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 1.0432749452147273e-10 }, { "score": -10.745891571044922, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC", "probability": 1.0301542408330304e-10 }, { "score": -10.815103530883789, "text": "By: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 9.612666660426035e-11 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.141858100891113, "probability": 0.9999999887933063 }, { "score": -7.816645622253418, "text": ".", "probability": 2.148483195277065e-09 }, { "score": -8.272981643676758, "text": "V\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. 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Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.", "probability": 3.4696260929366314e-10 }, { "score": -9.673759460449219, "text": "By: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE SFLT, L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund G.P., L.P., its General Partner By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.", "probability": 3.354267304301689e-10 }, { "score": -9.720951080322266, "text": "By: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE SFLT, L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund G.P., L.P., its General Partner By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.", "probability": 3.19965098772118e-10 }, { "score": -10.010944366455078, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 2.3941983373542275e-10 }, { "score": -10.073629379272461, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 2.2487251116194315e-10 }, { "score": -10.312997817993164, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.770027352488176e-10 }, { "score": -10.389556884765625, "text": "V\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 1.6395731491940172e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.967206954956055, "probability": 0.9999999872405617 }, { "score": -7.590532302856445, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 3.2076114589268446e-09 }, { "score": -8.961307525634766, "text": "this Agreement as of February 20, 2020.", "probability": 8.144447743220491e-10 }, { "score": -8.986695289611816, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 7.940281059965939e-10 }, { "score": -9.006387710571289, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 7.785447232818474e-10 }, { "score": -9.03274154663086, "text": "IN WITNESS WHEREOF,", "probability": 7.582950831041854e-10 }, { "score": -9.133832931518555, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020", "probability": 6.853853375687216e-10 }, { "score": -9.153141021728516, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 6.722787939819718e-10 }, { "score": -9.293868064880371, "text": "IN", "probability": 5.84026339288556e-10 }, { "score": -9.369534492492676, "text": "UNIFORM INVESTCO GP LLC", "probability": 5.414656641834004e-10 }, { "score": -9.487791061401367, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of", "probability": 4.810749536749165e-10 }, { "score": -9.500748634338379, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 4.748816019323664e-10 }, { "score": -9.57217025756836, "text": "hereby execute this Agreement as of February 20, 2020.", "probability": 4.42147656444499e-10 }, { "score": -9.645493507385254, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as", "probability": 4.1088798748879795e-10 }, { "score": -9.734973907470703, "text": "Agreement as of February 20, 2020.", "probability": 3.7571851801898034e-10 }, { "score": -9.745149612426758, "text": "the undersigned hereby execute this Agreement as of February 20, 2020.", "probability": 3.719147033033206e-10 }, { "score": -9.77249813079834, "text": "IN WITNESS WHEREOF, the undersigned hereby", "probability": 3.6188121311685967e-10 }, { "score": -9.78967571258545, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 3.55718054606848e-10 }, { "score": -9.865129470825195, "text": "IN WITNESS WHEREOF, the undersigned hereby execute", "probability": 3.298653950257589e-10 }, { "score": -9.897785186767578, "text": "execute this Agreement as of February 20, 2020.", "probability": 3.1926738891415813e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Insurance": [ { "text": "", "score": 12.155977249145508, "probability": 0.9999999778225237 }, { "score": -7.205776691436768, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 3.9020883110076795e-09 }, { "score": -7.381745338439941, "text": "THE V\u00c4RDE SKYWAY FUND G.P., L.P.\n\nBy: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 3.272464030126364e-09 }, { "score": -7.628678321838379, "text": "THE V\u00c4RDE SKYWAY FUND UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 2.5564261393007782e-09 }, { "score": -7.763423919677734, "text": ".", "probability": 2.234158497419516e-09 }, { "score": -7.937014579772949, "text": "THE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 1.878125088476672e-09 }, { "score": -8.716901779174805, "text": "By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 8.61040950997435e-10 }, { "score": -8.787205696105957, "text": "By: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 8.025853050636937e-10 }, { "score": -8.800200462341309, "text": "By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 7.92223367928596e-10 }, { "score": -8.866316795349121, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 7.415384757117742e-10 }, { "score": -8.960023880004883, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 6.752074416355522e-10 }, { "score": -8.991442680358887, "text": "General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND G.P., L.P.\n\nBy: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 6.543230333167462e-10 }, { "score": -9.058636665344238, "text": "General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 6.118010691486731e-10 }, { "score": -9.226231575012207, "text": "General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 5.173979303220944e-10 }, { "score": -9.267694473266602, "text": "General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 4.963837769245271e-10 }, { "score": -9.365775108337402, "text": "By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 4.500095191773899e-10 }, { "score": -9.3755521774292, "text": "By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 4.456311835388791e-10 }, { "score": -9.402739524841309, "text": "V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 4.33678865846826e-10 }, { "score": -9.412616729736328, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 4.294164160286896e-10 }, { "score": -9.427726745605469, "text": "By: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 4.22976701782104e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.151163101196289, "probability": 0.9999999963065584 }, { "score": -9.573614120483398, "text": "V\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 3.673238524026067e-10 }, { "score": -9.838241577148438, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 2.8191805226164036e-10 }, { "score": -9.843935012817383, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.803175305243832e-10 }, { "score": -9.93814468383789, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 2.5511472021845074e-10 }, { "score": -10.101070404052734, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS", "probability": 2.167593185700948e-10 }, { "score": -10.176008224487305, "text": "UNIFORM INVESTCO GP LLC", "probability": 2.0110955042010335e-10 }, { "score": -10.245159149169922, "text": "ILFRYN CARSTAIRS", "probability": 1.8767258246313567e-10 }, { "score": -10.249076843261719, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.869387770467566e-10 }, { "score": -10.26019287109375, "text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 1.848722673669406e-10 }, { "score": -10.263178825378418, "text": "UNIFORM INVESTCO LP", "probability": 1.8432107056184659e-10 }, { "score": -10.316268920898438, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.7479067063440228e-10 }, { "score": -10.359594345092773, "text": "GEORGE G. HICKS", "probability": 1.6737949607670807e-10 }, { "score": -10.371328353881836, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel", "probability": 1.6542694164744145e-10 }, { "score": -10.499353408813477, "text": "ILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs", "probability": 1.4554780687402932e-10 }, { "score": -10.517499923706055, "text": "THE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "probability": 1.4293044128444108e-10 }, { "score": -10.547958374023438, "text": "THE V\u00c4RDE SKYWAY FUND G.P., L.P.", "probability": 1.386426330215398e-10 }, { "score": -10.555219650268555, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 1.3763955677802657e-10 }, { "score": -10.556320190429688, "text": "THE V\u00c4RDE SKYWAY FUND G.P., L.P.\n\nBy: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.", "probability": 1.374881622411964e-10 }, { "score": -10.558067321777344, "text": "THE V\u00c4RDE SKYWAY FUND G.P., L.P.\n\nBy: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner", "probability": 1.3724816207996513e-10 } ], "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.148284912109375, "probability": 0.9999999600613894 }, { "score": -6.300556182861328, "text": "UNIFORM INVESTCO LP", "probability": 9.722324170073722e-09 }, { "score": -6.638177871704102, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 6.9365394594723595e-09 }, { "score": -7.638678550720215, "text": "THE V\u00c4RDE FUND XII G.P., L.P.", "probability": 2.5505329419539166e-09 }, { "score": -7.696778297424316, "text": "THE V\u00c4RDE FUND VI-A, L.P.", "probability": 2.4065702171909137e-09 }, { "score": -7.952709197998047, "text": "This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 1.8631557445180287e-09 }, { "score": -7.978650093078613, "text": "In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 1.81544531786831e-09 }, { "score": -7.991735458374023, "text": "OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 1.7918443034174018e-09 }, { "score": -8.173567771911621, "text": "this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 1.4939343047010543e-09 }, { "score": -8.251574516296387, "text": "THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.", "probability": 1.3818267678387022e-09 }, { "score": -8.276042938232422, "text": "UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 1.3484259465510899e-09 }, { "score": -8.299539566040039, "text": "THE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII UGP, LLC", "probability": 1.3171118129062397e-09 }, { "score": -8.541716575622559, "text": ", the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 1.0338237523406912e-09 }, { "score": -8.613664627075195, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.", "probability": 9.620549184338787e-10 }, { "score": -8.637304306030273, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 9.39578957955191e-10 }, { "score": -8.653316497802734, "text": "JOINT FILING AGREEMENT OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 9.246540486322933e-10 }, { "score": -8.661314010620117, "text": "THE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.", "probability": 9.172886078879779e-10 }, { "score": -8.664459228515625, "text": "the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP", "probability": 9.144080676810268e-10 }, { "score": -8.776620864868164, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "probability": 8.173891514429191e-10 }, { "score": -8.795999526977539, "text": "UNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.", "probability": 8.017017347637224e-10 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Document Name": [ { "score": 13.770943641662598, "text": "ENDORSEMENT AGREEMENT", "probability": 0.524397584580787 }, { "score": 13.296789169311523, "text": "ENDORSEMENT AGREEMENT THIS ENDORSEMENT AGREEMENT", "probability": 0.326390877369998 }, { "score": 11.704679489135742, "text": "ENDORSEMENT AGREEMENT", "probability": 0.06641918817594447 }, { "score": 11.063680648803711, "text": "ENDORSEMENT AGREEMENT (\"", "probability": 0.03498737048056998 }, { "score": 10.589526176452637, "text": "ENDORSEMENT AGREEMENT THIS ENDORSEMENT AGREEMENT (\"", "probability": 0.02177652774116305 }, { "text": "", "score": 10.451469421386719, "probability": 0.0189684282411475 }, { "score": 7.634823322296143, "text": "ENDORSEMENT AGREEMENT (\"Agreement", "probability": 0.0011344294376696526 }, { 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"probability": 0.11416135697015689 }, { "score": 11.640377044677734, "text": "GENO AURIEMMA (\"Auriemma\") and BERKSHIRE BANK", "probability": 0.11237087157582977 }, { "text": "", "score": 11.606842041015625, "probability": 0.1086649994972619 }, { "score": 11.596189498901367, "text": "GENO AURIEMMA (\"Auriemma\") and BERKSHIRE BANK, a Massachusetts savings bank with its principal place of business at 24 North Street, Pittsfield, MA 01210 (\"Berkshire\")(Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\" respectively).", "probability": 0.10751358464955432 }, { "score": 11.559717178344727, "text": "Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\" respectively).", "probability": 0.1036629621370539 }, { "score": 11.263229370117188, "text": "GENO AURIEMMA", "probability": 0.07706560558177337 }, { "score": 11.14476203918457, "text": "(Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\" respectively).", "probability": 0.06845590043659548 }, { "score": 10.036086082458496, "text": "BERKSHIRE BANK, a Massachusetts savings bank with its principal place of business at 24 North Street, Pittsfield, MA 01210 (\"Berkshire\")(Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\"", "probability": 0.02259014596562396 }, { "score": 9.976089477539062, "text": "GENO AURIEMMA (\"Auriemma\") and BERKSHIRE BANK, a Massachusetts savings bank with its principal place of business at 24 North Street, Pittsfield, MA 01210 (\"Berkshire\")(Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\"", "probability": 0.021274670508013734 }, { "score": 9.939618110656738, "text": "Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\"", "probability": 0.02051273310037092 }, { "score": 9.89245319366455, "text": "AURIEMMA (\"Auriemma\") and BERKSHIRE BANK", "probability": 0.0195677128267432 }, { "score": 9.848265647888184, "text": "AURIEMMA (\"Auriemma\") and BERKSHIRE BANK, a Massachusetts savings bank with its principal place of business at 24 North Street, Pittsfield, MA 01210 (\"Berkshire\")(Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\" respectively).", "probability": 0.01872188868782199 }, { "score": 9.524662971496582, "text": "(Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\"", "probability": 0.013545991604454804 }, { "score": 9.51530647277832, "text": "AURIEMMA", "probability": 0.013419839642027507 }, { "score": 9.494032859802246, "text": "Berkshire\")(Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\" respectively).", "probability": 0.013137366433223639 }, { "score": 9.470569610595703, "text": "BERKSHIRE BANK, a Massachusetts savings bank", "probability": 0.0128327092312414 }, { "score": 9.41057300567627, "text": "GENO AURIEMMA (\"Auriemma\") and BERKSHIRE BANK, a Massachusetts savings bank", "probability": 0.012085431454726158 }, { "score": 9.304116249084473, "text": "BERKSHIRE BANK, a Massachusetts savings bank with its principal place of business at 24 North Street, Pittsfield, MA 01210 (\"Berkshire", "probability": 0.010864971152285801 }, { "score": 9.244119644165039, "text": "GENO AURIEMMA (\"Auriemma\") and BERKSHIRE BANK, a Massachusetts savings bank with its principal place of business at 24 North Street, Pittsfield, MA 01210 (\"Berkshire", "probability": 0.010232279228992145 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Agreement Date": [ { "score": 13.560685157775879, "text": "5/14/12", "probability": 0.8086330015178531 }, { "score": 11.70884895324707, "text": "5/17/12", "probability": 0.12691390776866934 }, { "text": "", "score": 10.852437019348145, "probability": 0.05389819724692985 }, { "score": 8.616719245910645, "text": "5/17/12 GENO AURIEMMA\n\n Date BERKSHIRE BANK\n\n\n\n By: /s/ Sean A. Gray\n\n 5/14/12", "probability": 0.005762545232009214 }, { "score": 7.365358352661133, "text": "5/14/", "probability": 0.0016487515487797497 }, { "score": 6.564889907836914, "text": "5/14", "probability": 0.0007404848679371796 }, { "score": 6.0607171058654785, "text": "5/14/12", "probability": 0.00044725656308975493 }, { "score": 5.924933910369873, "text": "/14/12", "probability": 0.0003904692422394811 }, { "score": 5.591946125030518, "text": "5", "probability": 0.00027988013319179086 }, { "score": 5.323302268981934, "text": "5/17", "probability": 0.00021394469771185106 }, { "score": 5.0983076095581055, "text": "5/14/12 Sean A. Gray\n\n Date Executive Vice President \u2014 Retail Banking", "probability": 0.00017083922341793473 }, { "score": 5.009483337402344, "text": "5/17/12 GENO AURIEMMA\n\n Date BERKSHIRE BANK", "probability": 0.00015631897451975525 }, { "score": 4.9836039543151855, "text": "14/12", "probability": 0.00015232543396184116 }, { "score": 4.777606964111328, "text": "5/17/12 GENO AURIEMMA\n\n Date BERKSHIRE BANK\n\n\n\n By: /s/ Sean A. Gray\n\n 5/14/12 Sean A. Gray\n\n Date Executive Vice President \u2014 Retail Banking", "probability": 0.0001239678496346902 }, { "score": 4.586545944213867, "text": "5/14/12 Sean A. Gray\n\n Date Executive Vice President \u2014 Retail Banking\n\n\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n SCHEDULE A 1. Auriemma will act as the spokesperson for Berkshire and its Affiliates. 2. Auriemma will participate in one (1) recording session annually during the Services Period of not more than two (2) hours, not including travel time, to record a radio advertising spot at a date and location to be mutually agreed upon; 3. Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon; 4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon; 5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos.", "probability": 0.0001024076313724215 }, { "score": 4.55348014831543, "text": "5/17/12 GENO AURIEMMA\n\n Date", "probability": 9.907681308660447e-05 }, { "score": 4.338718414306641, "text": "5", "probability": 7.992859751294198e-05 }, { "score": 4.307709217071533, "text": "/12", "probability": 7.748811019937758e-05 }, { "score": 4.0281195640563965, "text": "17/12", "probability": 5.858829044114027e-05 }, { "score": 3.881936550140381, "text": "12", "probability": 5.062025744179486e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Effective Date": [ { "score": 13.155996322631836, "text": "5/17/12", "probability": 0.49392282875433247 }, { "score": 12.731578826904297, "text": "5/14/12", "probability": 0.32309997393561335 }, { "text": "", "score": 11.552844047546387, "probability": 0.09940744525336292 }, { "score": 11.265029907226562, "text": "5/17/12 GENO AURIEMMA\n\n Date BERKSHIRE BANK\n\n\n\n By: /s/ Sean A. Gray\n\n 5/14/12", "probability": 0.07454573819316823 }, { "score": 8.808385848999023, "text": "5/14/12", "probability": 0.006390220751896828 }, { "score": 6.149162292480469, "text": "/17/12", "probability": 0.00044733177118343046 }, { "score": 6.132482051849365, "text": "5/17/12 GENO AURIEMMA\n\n Date BERKSHIRE BANK\n\n\n\n By: /s/ Sean A. Gray\n\n 5/14/12 Sean A. Gray\n\n Date Executive Vice President \u2014 Retail Banking", "probability": 0.00043993205568375955 }, { "score": 5.69097900390625, "text": "5/14/12 Sean A. Gray\n\n Date Executive Vice President \u2014 Retail Banking", "probability": 0.00028290672456689214 }, { "score": 5.537303447723389, "text": "17/12", "probability": 0.00024260671900969973 }, { "score": 5.324463367462158, "text": "5/17/12 GENO AURIEMMA\n\n Date", "probability": 0.000196095465925959 }, { "score": 5.155320644378662, "text": "/14/12", "probability": 0.00016558073300881258 }, { "score": 5.054389953613281, "text": "5/17", "probability": 0.0001496842683186761 }, { "score": 5.0046916007995605, "text": "5/14/", "probability": 0.0001424270366452993 }, { "score": 4.769880294799805, "text": "5", "probability": 0.00011261991206767867 }, { "score": 4.727903366088867, "text": "5", "probability": 0.00010799032181961763 }, { "score": 4.551261901855469, "text": "/12", "probability": 9.050455184709576e-05 }, { "score": 4.3815717697143555, "text": "14/12", "probability": 7.637916991855185e-05 }, { "score": 4.28510856628418, "text": "5/14", "probability": 6.935559425751222e-05 }, { "score": 4.258195400238037, "text": "/17/12 GENO AURIEMMA\n\n Date BERKSHIRE BANK\n\n\n\n By: /s/ Sean A. Gray\n\n 5/14/12", "probability": 6.751390957833468e-05 }, { "score": 3.8039145469665527, "text": "/12", "probability": 4.2864877795248464e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Expiration Date": [ { "text": "", "score": 11.440237045288086, "probability": 0.7492429339001875 }, { "score": 9.205401420593262, "text": "\"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement.", "probability": 0.08017627519198815 }, { "score": 9.0814208984375, "text": "\"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement.", "probability": 0.07082748477495097 }, { "score": 8.77385425567627, "text": "\"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement. b) \"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement.", "probability": 0.052074765584713856 }, { "score": 8.622055053710938, "text": "\"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement.", "probability": 0.04474059628150687 }, { "score": 4.101400375366211, "text": "\"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement. b) \"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement", "probability": 0.00048686256911537935 }, { "score": 3.955073118209839, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 0.00042058837641286703 }, { "score": 3.9496009349823, "text": "\"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement", "probability": 0.0004182931254981063 }, { "score": 3.6281018257141113, "text": "\"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement", "probability": 0.00030328814725808504 }, { "score": 3.3481128215789795, "text": "\"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement", "probability": 0.00022922277116264945 }, { "score": 3.308152675628662, "text": "b) \"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement.", "probability": 0.0002202435951705784 }, { "score": 2.8682849407196045, "text": "The following terms shall be defined in the Agreement as follows: a) \"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement.", "probability": 0.00014186365916909438 }, { "score": 2.716301679611206, "text": "\"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement. b) \"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement. b) \"CONTRACT TERRITORY\" shall be any State in which Berkshire currently, or at any time during the Contract Period, offers Banking Services.", "probability": 0.00012186126049466287 }, { "score": 2.6311962604522705, "text": "SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement.", "probability": 0.00011191926570022266 }, { "score": 2.564502477645874, "text": "\"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement. b) \"CONTRACT TERRITORY\" shall be any State in which Berkshire currently, or at any time during the Contract Period, offers Banking Services.", "probability": 0.00010469841576680448 }, { "score": 2.4367382526397705, "text": "The following terms shall be defined in the Agreement as follows: a) \"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement. b) \"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement.", "probability": 9.214097688092532e-05 }, { "score": 2.3912713527679443, "text": "Upon the expiration or termination of this Agreement for any reason", "probability": 8.804542387643729e-05 }, { "score": 2.172760009765625, "text": "CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement.", "probability": 7.07633717535075e-05 }, { "score": 2.100684642791748, "text": "\"", "probability": 6.5842541168329e-05 }, { "score": 2.0455527305603027, "text": "\"", "probability": 6.231076722483795e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Renewal Term": [ { "text": "", "score": 11.354820251464844, "probability": 0.9990899298580774 }, { "score": 4.053713798522949, "text": "The performance of such Party's obligations will be suspended during the period that the Force Majeur Event persists and such Party will be granted an extension of time for performance equal to the period of the delay.", "probability": 0.0006741776288747827 }, { "score": 2.49808406829834, "text": "The performance of such Party's obligations will be suspended during the period that the Force Majeur Event persists and such Party will be granted an extension of time for performance equal to the period of the delay.", "probability": 0.00014228952499878084 }, { "score": 0.8894281387329102, "text": "Auriemma expressly agrees and undertakes that:", "probability": 2.848016729717739e-05 }, { "score": 0.24812912940979004, "text": "The performance of such Party's obligations will be suspended during the period that the Force Majeur Event persists and such Party will be granted an extension of time for performance equal to the period of the delay. If the delay referred to above exceeds sixty (60) days (or such other reasonable period taking into consideration the nature and cause of the delay), either Party may forthwith terminate this Agreement whereupon the Parties shall cease to be bound by their respective obligations under this Agreement in respect granted under this Agreement shall cease.", "probability": 1.4997881404126579e-05 }, { "score": -0.22008296847343445, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 9.39048416368603e-06 }, { "score": -0.3651084899902344, "text": "The", "probability": 8.122770836614026e-06 }, { "score": -0.8950366973876953, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "probability": 4.7814465421586714e-06 }, { "score": -1.0108494758605957, "text": "The performance of such Party's obligations will be suspended during the period that the Force Majeur Event persists and such Party will be granted an extension of time for performance equal to the period of the delay", "probability": 4.2585568962084215e-06 }, { "score": -1.1322259902954102, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 3.7718056222519795e-06 }, { "score": -1.211064100265503, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 3.4858632630382255e-06 }, { "score": -1.3761860132217407, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 2.9552812050105297e-06 }, { "score": -1.4570820331573486, "text": "Upon the expiration or termination of this Agreement for any reason", "probability": 2.725625079642801e-06 }, { "score": -1.522359848022461, "text": "The", "probability": 2.5533851126124118e-06 }, { "score": -1.8176469802856445, "text": "The performance of such Party's obligations will be suspended during the period that the Force Majeur Event persists and such Party will be granted an extension of time for performance equal to the period of the delay", "probability": 1.9005300894472671e-06 }, { "score": -2.0553197860717773, "text": "During the Contract Period:", "probability": 1.4984931490922889e-06 }, { "score": -2.2269446849823, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 1.2621733764967024e-06 }, { "score": -2.2683606147766113, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 1.2109669917925795e-06 }, { "score": -2.32057523727417, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 1.1493592172835315e-06 }, { "score": -2.403212547302246, "text": "The performance of such Party's obligations will be suspended during the period that the Force Majeur Event persists and such Party will be granted an extension of time for performance equal to the period of the delay. If the delay referred to above exceeds sixty (60) days (or such other reasonable period taking into consideration the nature and cause of the delay), either Party may forthwith terminate this Agreement whereupon the Parties shall cease to be bound by their respective obligations under this Agreement in respect granted under this Agreement shall cease.", "probability": 1.058197802334761e-06 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.720584869384766, "probability": 0.9977227089451749 }, { "score": 4.616580009460449, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "probability": 0.0008199356077284096 }, { "score": 3.800913095474243, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear.", "probability": 0.0003626937796537994 }, { "score": 3.4245457649230957, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.0002489349370859214 }, { "score": 2.600003242492676, "text": "Upon the expiration or termination of this Agreement for any reason (i) all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof, but any obligations to make further payments due, or that may have come due, under this Agreement shall become null and void; (ii) except as otherwise provided herein, the Services Period and the Contract Period shall end immediately and Berkshire shall promptly cease all use of the Auriemma Identification including any displays, documents, artwork, symbols, logos trademarks, trade names, photographic or graphic representations, depictions and/or other materials (including, but not limited to, advertising and/or promotional materials), which in any way or form (hard copy, electronic or otherwise) use the Auriemma Identification (collectively, \"Materials\"), except as otherwise set forth herein; and (iii) except as otherwise provided herein, Berkshire shall promptly remove all links and references to Auriemma and Materials from its website. Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "probability": 0.00010914191883869952 }, { "score": 2.505312919616699, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 9.9281447440904e-05 }, { "score": 2.4927732944488525, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "probability": 9.804426839597195e-05 }, { "score": 2.425281047821045, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if", "probability": 9.16454060754213e-05 }, { "score": 2.3105177879333496, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 8.170895371755892e-05 }, { "score": 2.2898120880126953, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 8.003450775168778e-05 }, { "score": 2.0612168312072754, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 6.367949630752658e-05 }, { "score": 2.040511131286621, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 6.237452456514665e-05 }, { "score": 1.290547490119934, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if", "probability": 2.9464710430717805e-05 }, { "score": 1.0538240671157837, "text": "Upon the expiration or termination of this Agreement for any reason", "probability": 2.3253830419040267e-05 }, { "score": 1.0412465333938599, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if", "probability": 2.2963186207976437e-05 }, { "score": 0.869354248046875, "text": "During the Contract Period:", "probability": 1.933660726047591e-05 }, { "score": 0.7753058671951294, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 1.7600928700909175e-05 }, { "score": 0.767906904220581, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice", "probability": 1.7471180673476003e-05 }, { "score": 0.7113431692123413, "text": "\"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement.", "probability": 1.6510374976641808e-05 }, { "score": 0.4887361526489258, "text": "Upon the expiration or termination of this Agreement for any reason (i) all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof, but any obligations to make further payments due, or that may have come due, under this Agreement shall become null and void; (ii) except as otherwise provided herein, the Services Period and the Contract Period shall end immediately and Berkshire shall promptly cease all use of the Auriemma Identification including any displays, documents, artwork, symbols, logos trademarks, trade names, photographic or graphic representations, depictions and/or other materials (including, but not limited to, advertising and/or promotional materials), which in any way or form (hard copy, electronic or otherwise) use the Auriemma Identification (collectively, \"Materials\"), except as otherwise set forth herein; and (iii) except as otherwise provided herein, Berkshire shall promptly remove all links and references to Auriemma and Materials from its website. Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 1.3215388594726001e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Governing Law": [ { "score": 16.088211059570312, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "probability": 0.542160092900193 }, { "score": 15.891392707824707, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "probability": 0.44529767024394884 }, { "text": "", "score": 12.131037712097168, "probability": 0.010364515331690251 }, { "score": 8.849420547485352, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut", "probability": 0.0003893684622676886 }, { "score": 8.802774429321289, "text": "17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "probability": 0.0003716230302420936 }, { "score": 8.632941246032715, "text": "GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "probability": 0.0003135775812702257 }, { "score": 8.509481430053711, "text": "\"CONTRACT TERRITORY\" shall be any State in which Berkshire currently, or at any time during the Contract Period, offers Banking Services.", "probability": 0.0002771577896262688 }, { "score": 8.00410270690918, "text": "17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "probability": 0.00016720293569833102 }, { "score": 7.898634910583496, "text": ".", "probability": 0.0001504664991160815 }, { "score": 7.298367500305176, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut", "probability": 8.255568636619923e-05 }, { "score": 7.229655742645264, "text": ".", "probability": 7.707363736186245e-05 }, { "score": 7.184813022613525, "text": "GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "probability": 7.369379287962976e-05 }, { "score": 7.096099853515625, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. 18. RELATIONSHIP BETWEEN THE PARTIES. Nothing contained in this Agreement shall be construed as establishing an employer/employee relationship between Auriemma and Berkshire. Accordingly, there shall be no withholding for tax purposes from any payments due Auriemma hereunder and Auriemma shall be responsible for any and all income and other tax payments required by Auriemma. Nothing contained in this Agreement shall be construed to place the parties in the relationship of legal representatives, partners or joint ventures. Neither Party shall have any power to bind the other in any manner whatsoever, other than as otherwise stated in this Agreement. This paragraph shall survive termination of this Agreement. 19. REPRESENTATIONS AND WARRANTIES. a) Auriemma represents and warrants to Berkshire that:", "probability": 6.743778068145602e-05 }, { "score": 6.86118221282959, "text": "Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "probability": 5.3318734683998026e-05 }, { "score": 6.560393810272217, "text": "Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "probability": 3.946836093133807e-05 }, { "score": 6.329669952392578, "text": "This", "probability": 3.133624779418204e-05 }, { "score": 6.183174133300781, "text": "This", "probability": 2.7066036735031915e-05 }, { "score": 6.041498184204102, "text": "upon be null and void and without further legal effect. 17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "probability": 2.3490679742899555e-05 }, { "score": 5.704387664794922, "text": "the laws of the State of Connecticut.", "probability": 1.6768350593166656e-05 }, { "score": 5.66470193862915, "text": "shall be governed by and construed in accordance with the laws of the State of Connecticut.", "probability": 1.6115918177530403e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Most Favored Nation": [ { "text": "", "score": 12.026206016540527, "probability": 0.9733234233442204 }, { "score": 7.097865104675293, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.0070454041679613045 }, { "score": 6.846155166625977, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.005477591927707664 }, { "score": 6.230317115783691, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0029589294312712005 }, { "score": 6.0629963874816895, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0025030420095487655 }, { "score": 5.976312637329102, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.002295207023667665 }, { "score": 5.286534309387207, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.001151476138420676 }, { "score": 5.261556148529053, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services.", "probability": 0.0011230706178964995 }, { "score": 5.139515399932861, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services. h) \"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:", "probability": 0.0009940436184370295 }, { "score": 4.877220630645752, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items", "probability": 0.0007647020785215863 }, { "score": 4.303188323974609, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor. c) Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to the extent specifically authorized by this Agreement. d) Nothing herein shall grant Auriemma any rights to use any of Berkshire's trademarks, names, services marks, logos or any copyrightable materials with Berkshire's prior written consent. 4. COMPENSATION. (a) In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 0.0004307181842806808 }, { "score": 4.271542549133301, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.00041730118889946114 }, { "score": 4.017538070678711, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.0003236956615539926 }, { "score": 3.7483510971069336, "text": "Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc. (BHLB), each of which as of its respective issuance date shall have a value of Thirty Thousand and 00/100 Dollars ($30,000.00), based upon the closing price of BHLB common shares at the end of the last trading day immediately preceding the issuance date.", "probability": 0.0002473036130961841 }, { "score": 3.7132647037506104, "text": "During the Contract Period:", "probability": 0.00023877707862138655 }, { "score": 3.686724901199341, "text": "7. Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.00023252333572202044 }, { "score": 3.1652960777282715, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory", "probability": 0.00013804252159788885 }, { "score": 3.069660186767578, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services", "probability": 0.0001254523335727882 }, { "score": 2.9433271884918213, "text": "b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.00011056381615048395 }, { "score": 2.8301424980163574, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items. 8. Auriemma will permit Berkshire to place a link on its website (Berkshirebank.com) throughout the Contract Period, directing website viewers to a landing page promoting Berkshire's product or brand containing the Auriemma Identification.", "probability": 9.873190885255649e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Compete": [ { "score": 13.277636528015137, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services.", "probability": 0.4041691164005895 }, { "score": 12.363609313964844, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.1620339986255641 }, { "text": "", "score": 11.82595443725586, "probability": 0.09464672771339819 }, { "score": 11.792366027832031, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.09152049123564146 }, { "score": 11.382450103759766, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services.", "probability": 0.06074270368561591 }, { "score": 11.210349082946777, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services", "probability": 0.051138925068497924 }, { "score": 11.065587043762207, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.044246837990971996 }, { "score": 10.521766662597656, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.025686447801147816 }, { "score": 10.39210319519043, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.022562744272078057 }, { "score": 9.774250984191895, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.012163599588196282 }, { "score": 9.522167205810547, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.", "probability": 0.00945330176040686 }, { "score": 8.84537410736084, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services", "probability": 0.004804586462238139 }, { "score": 8.616415977478027, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor. c) Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to the extent specifically authorized by this Agreement.", "probability": 0.003821384703586043 }, { "score": 8.607964515686035, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items", "probability": 0.003789224508526911 }, { "score": 8.102964401245117, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.002286817855735229 }, { "score": 7.924108505249023, "text": "7. Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.0019122974498914963 }, { "score": 7.754183769226074, "text": "g) \"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services.", "probability": 0.0016134595081500954 }, { "score": 7.493198394775391, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services. h) \"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein.", "probability": 0.0012428352507148754 }, { "score": 7.432971477508545, "text": "b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0011701925931768974 }, { "score": 7.270094394683838, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory", "probability": 0.0009943075258725587 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Exclusivity": [ { "text": "", "score": 12.143836975097656, "probability": 0.17321456424493928 }, { "score": 11.955877304077148, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.14353392390020797 }, { "score": 11.822647094726562, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.12563001537455418 }, { "score": 11.505898475646973, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.09152320826099229 }, { "score": 11.461404800415039, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.08754026921407437 }, { "score": 10.62154769897461, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.037797456259691914 }, { "score": 10.588098526000977, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.03655407359563582 }, { "score": 10.488319396972656, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.03308279979421198 }, { "score": 10.481199264526367, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.03284808247877696 }, { "score": 10.46310806274414, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.03225916437089627 }, { "score": 10.461448669433594, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.032205678118972944 }, { "score": 10.339105606079102, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.028497025481240647 }, { "score": 10.235045433044434, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.025680694933111058 }, { "score": 10.232205390930176, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.02560786414817927 }, { "score": 10.21411418914795, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.025148752572617582 }, { "score": 9.940550804138184, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 0.019129753747894114 }, { "score": 9.922459602355957, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.01878678522336267 }, { "score": 9.443832397460938, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.011640920316047226 }, { "score": 9.292745590209961, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.010008549691632606 }, { "score": 9.220439910888672, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services", "probability": 0.009310418272960903 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.045450210571289, "probability": 0.9627452497441533 }, { "score": 8.704202651977539, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0340742265900105 }, { "score": 4.9094953536987305, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory", "probability": 0.0007663118951885884 }, { "score": 4.51845121383667, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0005182952812552877 }, { "score": 4.479919910430908, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.000498704540645944 }, { "score": 4.108449935913086, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise", "probability": 0.0003439663534865496 }, { "score": 3.780965566635132, "text": "b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0002479084373304646 }, { "score": 3.5717146396636963, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.", "probability": 0.00020110125686477126 }, { "score": 3.0705440044403076, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor. c) Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to the extent specifically authorized by this Agreement.", "probability": 0.00012183137438641996 }, { "score": 3.0440914630889893, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.00011865087650065545 }, { "score": 2.7691590785980225, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma", "probability": 9.012999216537971e-05 }, { "score": 2.6249148845672607, "text": "During the Contract Period:", "probability": 7.802340077346049e-05 }, { "score": 2.5207536220550537, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise)", "probability": 7.030532404048436e-05 }, { "score": 1.5104165077209473, "text": "A", "probability": 2.5597902505898678e-05 }, { "score": 1.3831113576889038, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 2.253805614680904e-05 }, { "score": 1.2581095695495605, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma", "probability": 1.9889729174197618e-05 }, { "score": 1.217940330505371, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 1.910660788047376e-05 }, { "score": 0.9540238380432129, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services", "probability": 1.4674594672904829e-05 }, { "score": 0.738701343536377, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding", "probability": 1.183185239876041e-05 }, { "score": 0.7237434983253479, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory", "probability": 1.1656190419530826e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Competitive Restriction Exception": [ { "score": 12.37234878540039, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.14714585514106268 }, { "score": 12.32196044921875, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.13991512244777823 }, { "text": "", "score": 11.88638687133789, "probability": 0.09051018561848867 }, { "score": 11.696874618530273, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.07488474062812037 }, { "score": 11.614593505859375, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.0689698206590372 }, { "score": 11.529050827026367, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.06331525835290802 }, { "score": 11.47821044921875, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor. c) Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to the extent specifically authorized by this Agreement.", "probability": 0.06017674430928748 }, { "score": 11.311832427978516, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.05095321961262065 }, { "score": 11.148128509521484, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services.", "probability": 0.04325894491453434 }, { "score": 11.133590698242188, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.0426346038098648 }, { "score": 10.967418670654297, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.03610726862267583 }, { "score": 10.942167282104492, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.035206925253517554 }, { "score": 10.875638961791992, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.03294088143177587 }, { "score": 10.584281921386719, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.024615035186725965 }, { "score": 10.389997482299805, "text": "Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to the extent specifically authorized by this Agreement.", "probability": 0.020268602292667432 }, { "score": 10.34233283996582, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.01932516941911081 }, { "score": 10.271032333374023, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services. h) \"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.017995250368849518 }, { "score": 9.804300308227539, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.011283887571221991 }, { "score": 9.727988243103027, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.010454826778059543 }, { "score": 9.687268257141113, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 0.010037657581693308 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.104013442993164, "probability": 0.9992711198593648 }, { "score": 4.402127742767334, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0004516446562170644 }, { "score": 2.993594169616699, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.00011042782484039601 }, { "score": 1.952317237854004, "text": "Auriemma expressly agrees and undertakes that:", "probability": 3.898142329659599e-05 }, { "score": 1.6302671432495117, "text": "Auriemma expressly agrees and undertakes that:", "probability": 2.824835179407157e-05 }, { "score": 1.3351348638534546, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 2.102900831602664e-05 }, { "score": 0.82669997215271, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 1.2647605911075825e-05 }, { "score": 0.6310329437255859, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory", "probability": 1.0399949109247666e-05 }, { "score": 0.5107955932617188, "text": "b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 9.221738362157247e-06 }, { "score": 0.4363182783126831, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "probability": 8.559880650697123e-06 }, { "score": 0.2938579320907593, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 7.4233163232134885e-06 }, { "score": 0.2395460605621338, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 7.030895143353861e-06 }, { "score": -0.16763287782669067, "text": "During the Contract Period:", "probability": 4.679237134722273e-06 }, { "score": -0.42084693908691406, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 3.632499685857719e-06 }, { "score": -0.7082034945487976, "text": "Auriemma represents and warrants to Berkshire that: (i) Auriemma has full authority to enter into and perform under this Agreement subject only to approval by the University of Connecticut department of athletics and consulting office;\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n (ii) by entering into and performing under this Agreement, Auriemma is not, and shall not be in conflict with any prior obligations to third parties; (iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2.", "probability": 2.7252617390207707e-06 }, { "score": -0.7317598462104797, "text": "During the Contract Period:", "probability": 2.6618147389262263e-06 }, { "score": -0.7775007486343384, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory", "probability": 2.5428035201371343e-06 }, { "score": -0.7839215397834778, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 2.526529013317497e-06 }, { "score": -0.8162721395492554, "text": "Upon the expiration or termination of this Agreement for any reason", "probability": 2.4461022259893037e-06 }, { "score": -0.9923222064971924, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.", "probability": 2.051242613767361e-06 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Disparagement": [ { "score": 12.32206916809082, "text": "(iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.4073885859208622 }, { "text": "", "score": 11.64253044128418, "probability": 0.20648520424898648 }, { "score": 11.40993881225586, "text": "(iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.16363480248645132 }, { "score": 10.22993278503418, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.05028119264247435 }, { "score": 9.924948692321777, "text": "(ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.03706403197258294 }, { "score": 9.860578536987305, "text": "Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.034753380762608845 }, { "score": 9.65223217010498, "text": "(iii) Auriemma publicly disparages Berkshire and/ or its products", "probability": 0.028217165220572417 }, { "score": 9.207833290100098, "text": "or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.01809311734048893 }, { "score": 9.19105052947998, "text": "or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.017791998751637707 }, { "score": 8.316375732421875, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if", "probability": 0.007419220893911886 }, { "score": 8.186532974243164, "text": "Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.006515808444974019 }, { "score": 7.68998384475708, "text": "(iii) Auriemma publicly disparages Berkshire and/ or its products", "probability": 0.003965699123222274 }, { "score": 7.560095310211182, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products", "probability": 0.0034826504540871224 }, { "score": 7.384156227111816, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.002920791220603822 }, { "score": 7.2551116943359375, "text": "(ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products", "probability": 0.0025671851152798695 }, { "score": 7.190741062164307, "text": "Auriemma publicly disparages Berkshire and/ or its products", "probability": 0.002407140143921738 }, { "score": 7.060449600219727, "text": "(ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.002113082788982424 }, { "score": 6.924904823303223, "text": "(iii)", "probability": 0.0018452285436668739 }, { "score": 6.911894798278809, "text": "(iii) Auriemma publicly disparages Berkshire", "probability": 0.0018213775614941143 }, { "score": 6.521213531494141, "text": "or (iii) Auriemma publicly disparages Berkshire and/ or its products", "probability": 0.0012323363631908525 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Termination For Convenience": [ { "score": 12.420816421508789, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear.", "probability": 0.6110852269813392 }, { "text": "", "score": 11.649955749511719, "probability": 0.282697031790529 }, { "score": 9.666597366333008, "text": "Whether or not such notice is given, the other Party shall have the right, to the fullest extent permitted under applicable law, following the occurrence of any Event of Insolvency and without prejudice to any other rights it may have, at any time thereafter to terminate this Agreement, effective immediately upon giving notice to the Bankrupt Party.", "probability": 0.038900899819471084 }, { "score": 9.165990829467773, "text": "in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear.", "probability": 0.023580281782408945 }, { "score": 8.425004005432129, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.011239383801834568 }, { "score": 8.012240409851074, "text": "Whether or not such notice is given, the other Party shall have the right, to the fullest extent permitted under applicable law, following the occurrence of any Event of Insolvency and without prejudice to any other rights it may have, at any time thereafter to terminate this Agreement, effective immediately upon giving notice to the Bankrupt Party. c) EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement for any reason", "probability": 0.007438434614873491 }, { "score": 7.660685062408447, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if", "probability": 0.005233629832841553 }, { "score": 7.614099502563477, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "probability": 0.0049954101367704765 }, { "score": 7.299176216125488, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.0036458744175115188 }, { "score": 6.534857749938965, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if", "probability": 0.001697705724202998 }, { "score": 6.476014614105225, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear", "probability": 0.0016006897494133551 }, { "score": 6.344355583190918, "text": "(c) Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear.", "probability": 0.0014032284237665827 }, { "score": 6.1675896644592285, "text": "but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear.", "probability": 0.0011758716238079144 }, { "score": 6.092031002044678, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances,", "probability": 0.0010902979610801554 }, { "score": 5.987786769866943, "text": "Whether or not such notice is given, the other Party shall have the right, to the fullest extent permitted under applicable law, following the occurrence of any Event of Insolvency and without prejudice to any other rights it may have, at any time thereafter to terminate this Agreement, effective immediately upon giving notice to the Bankrupt Party. c) EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement for any reason (i) all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof, but any obligations to make further payments due, or that may have come due, under this Agreement shall become null and void;", "probability": 0.0009823641500154297 }, { "score": 5.821685791015625, "text": "Upon the expiration or termination of this Agreement for any reason", "probability": 0.0008320238328202292 }, { "score": 5.777191638946533, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice", "probability": 0.0007958151486473203 }, { "score": 5.7187089920043945, "text": "Whether or not such notice is given, the other Party shall have the right, to the fullest extent permitted under applicable law, following the occurrence of any Event of Insolvency and without prejudice to any other rights it may have, at any time thereafter to terminate this Agreement, effective immediately upon giving notice to the Bankrupt Party", "probability": 0.0007506085568252824 }, { "score": 5.46918249130249, "text": "Berkshire shall reimburse Auriemma for all reasonable out-of-pocket expenses incurred by Auriemma in attending any requested appearances including any travel days. Without limitation to the foregoing, Berkshire will reimburse Auriemma for his air travel expenses if necessary for Auriemma to be in attendance at a requested appearance. In addition, if necessary Auriemma shall be provided with superior hotel suite accommodations and reimbursed for all reasonable dining expenses incurred while traveling to and attending any appearances or events. (c) Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear.", "probability": 0.0005848513930077484 }, { "score": 4.697617053985596, "text": "no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear.", "probability": 0.00027037025883325564 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.238149642944336, "probability": 0.9924752280903891 }, { "score": 6.077755928039551, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0020955338423032377 }, { "score": 5.807847023010254, "text": "During the Contract Period:", "probability": 0.0015998332950326079 }, { "score": 5.321075439453125, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.000983269387251908 }, { "score": 4.706154823303223, "text": "If during the Contract Period Berkshire desires to make reference to University of Connecticut, UConn, or to use of the University of Connecticut logos or trademarks, or to refer to Auriemma's position as head women's basketball coach for the University of Connecticut, Auriemma agrees to use reasonable efforts to obtain the necessary consents from the State of Connecticut and the University of Connecticut in order to permit Berkshire to do so, it being understood by Berkshire that Auriemma makes no representation or warrantees that he will be able to obtain such consents and that the time required to obtain such consents is wholly outside of the control of Auriemma.", "probability": 0.0005316378436379081 }, { "score": 4.519670486450195, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0004411911267876114 }, { "score": 4.451172351837158, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.", "probability": 0.00041198215735540423 }, { "score": 4.05942440032959, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor. c) Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to the extent specifically authorized by this Agreement. d) Nothing herein shall grant Auriemma any rights to use any of Berkshire's trademarks, names, services marks, logos or any copyrightable materials with Berkshire's prior written consent. 4. COMPENSATION. (a) In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below. (b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.", "probability": 0.00027844821221158125 }, { "score": 3.929694890975952, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.", "probability": 0.0002445702479092186 }, { "score": 3.8284308910369873, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.00022101676982981574 }, { "score": 3.3167052268981934, "text": "Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.", "probability": 0.00013249076118412436 }, { "score": 3.316465377807617, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0001324589872061768 }, { "score": 3.1282899379730225, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.", "probability": 0.00010973821076171641 }, { "score": 2.734802007675171, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory", "probability": 7.404031164646652e-05 }, { "score": 2.6154274940490723, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory", "probability": 6.57089527436605e-05 }, { "score": 2.548133134841919, "text": "Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.", "probability": 6.14326113742114e-05 }, { "score": 2.1563849449157715, "text": "Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor. c) Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to the extent specifically authorized by this Agreement. d) Nothing herein shall grant Auriemma any rights to use any of Berkshire's trademarks, names, services marks, logos or any copyrightable materials with Berkshire's prior written consent. 4. COMPENSATION. (a) In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below. (b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.", "probability": 4.1520722256767884e-05 }, { "score": 1.9984416961669922, "text": "During the Contract Period", "probability": 3.545447167465094e-05 }, { "score": 1.9250845909118652, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.", "probability": 3.294673874233456e-05 }, { "score": 1.8800928592681885, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 3.1497259701774625e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Change Of Control": [ { "text": "", "score": 12.24471664428711, "probability": 0.5909732353584243 }, { "score": 11.128965377807617, "text": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.19364362067352528 }, { "score": 10.610508918762207, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.11530294901267202 }, { "score": 9.853394508361816, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.054079143470384644 }, { "score": 8.508064270019531, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services", "probability": 0.014085112028917254 }, { "score": 8.393075942993164, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.01255513855065759 }, { "score": 7.510154724121094, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.00519246641712094 }, { "score": 7.072652339935303, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 0.0033525002977473485 }, { "score": 6.65361213684082, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services", "probability": 0.0022048648662926227 }, { "score": 6.588100433349609, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "probability": 0.002065050163565598 }, { "score": 6.3203020095825195, "text": "c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.0015798913749351458 }, { "score": 6.122347354888916, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0012961540283982725 }, { "score": 5.934171199798584, "text": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void. 23. SIGNIFICANCE OF HEADINGS. Paragraph headings contained in this Agreement are solely for the purpose of aiding speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement.", "probability": 0.0010738231147002489 }, { "score": 5.547844886779785, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.0007297151487600842 }, { "score": 5.407710075378418, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services", "probability": 0.0006342983576551991 }, { "score": 4.685315132141113, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "probability": 0.0003080076117601456 }, { "score": 4.583282470703125, "text": "During the Contract Period:", "probability": 0.00027813089125515596 }, { "score": 4.532108306884766, "text": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets,", "probability": 0.0002642558257642365 }, { "score": 4.234050750732422, "text": "c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.0001961461637575703 }, { "score": 4.178227424621582, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.0001854966437061745 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Anti-Assignment": [ { "score": 13.71710205078125, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.17732689908363328 }, { "score": 13.396510124206543, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "probability": 0.12868955969718737 }, { "score": 13.337759017944336, "text": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.12134671772624195 }, { "score": 13.233386039733887, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.10931995020967912 }, { "score": 13.219735145568848, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.10783777466647469 }, { "score": 13.218149185180664, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "probability": 0.1076668837764147 }, { "score": 13.058774948120117, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.09180509654375169 }, { "score": 12.333919525146484, "text": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.044469892671559354 }, { "text": "", "score": 12.104352951049805, "probability": 0.03534814150769815 }, { "score": 11.559354782104492, "text": "(iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2.", "probability": 0.02049636693950734 }, { "score": 10.994136810302734, "text": "Auriemma represents and warrants to Berkshire that: (i) Auriemma has full authority to enter into and perform under this Agreement subject only to approval by the University of Connecticut department of athletics and consulting office;\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n (ii) by entering into and performing under this Agreement, Auriemma is not, and shall not be in conflict with any prior obligations to third parties; (iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2.", "probability": 0.011646779175593933 }, { "score": 10.59002685546875, "text": "(ii) by entering into and performing under this Agreement, Auriemma is not, and shall not be in conflict with any prior obligations to third parties; (iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2.", "probability": 0.007775048697111813 }, { "score": 10.528074264526367, "text": "Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire. Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "probability": 0.007307981670694188 }, { "score": 10.36870002746582, "text": "Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire. Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.006231349318247994 }, { "score": 10.315702438354492, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services", "probability": 0.005909701391836558 }, { "score": 10.124996185302734, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services", "probability": 0.00488363124713686 }, { "score": 10.051331520080566, "text": "(iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2.", "probability": 0.00453681119789757 }, { "score": 9.542593955993652, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void. 23. SIGNIFICANCE OF HEADINGS. Paragraph headings contained in this Agreement are solely for the purpose of aiding speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement.", "probability": 0.0027277765365311497 }, { "score": 9.489280700683594, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void. 23. SIGNIFICANCE OF HEADINGS. Paragraph headings contained in this Agreement are solely for the purpose of aiding speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement.", "probability": 0.002586158490982698 }, { "score": 9.275064468383789, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.0020874794518198764 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.058038711547852, "probability": 0.45769786742799434 }, { "score": 11.95058822631836, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 0.41106806254975986 }, { "score": 9.042969703674316, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 0.02244662526130687 }, { "score": 8.979324340820312, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below. (b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015. (c) Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc. (BHLB), each of which as of its respective issuance date shall have a value of Thirty Thousand and 00/100 Dollars ($30,000.00), based upon the closing price of BHLB common shares at the end of the last trading day immediately preceding the issuance date.", "probability": 0.021062514943552265 }, { "score": 8.878732681274414, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below", "probability": 0.019046879036623537 }, { "score": 8.850778579711914, "text": "Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc. (BHLB), each of which as of its respective issuance date shall have a value of Thirty Thousand and 00/100 Dollars ($30,000.00), based upon the closing price of BHLB common shares at the end of the last trading day immediately preceding the issuance date.", "probability": 0.018521813701882505 }, { "score": 8.699333190917969, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below. (b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015.", "probability": 0.01591884723123422 }, { "score": 8.532031059265137, "text": "Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015. (c) Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc. (BHLB), each of which as of its respective issuance date shall have a value of Thirty Thousand and 00/100 Dollars ($30,000.00), based upon the closing price of BHLB common shares at the end of the last trading day immediately preceding the issuance date.", "probability": 0.013466453083583914 }, { "score": 8.252039909362793, "text": "Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015.", "probability": 0.01017781636991926 }, { "score": 7.152108669281006, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below. (b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015. (c) Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc.", "probability": 0.0033881337245236305 }, { "score": 7.023562431335449, "text": "Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc.", "probability": 0.0029794329825882783 }, { "score": 6.70481538772583, "text": "Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015. (c) Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc.", "probability": 0.002166224876966705 }, { "score": 5.4593505859375, "text": "(c) Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc. (BHLB), each of which as of its respective issuance date shall have a value of Thirty Thousand and 00/100 Dollars ($30,000.00), based upon the closing price of BHLB common shares at the end of the last trading day immediately preceding the issuance date.", "probability": 0.0006234549079768348 }, { "score": 4.818264007568359, "text": "(b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015. (c) Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc. (BHLB), each of which as of its respective issuance date shall have a value of Thirty Thousand and 00/100 Dollars ($30,000.00), based upon the closing price of BHLB common shares at the end of the last trading day immediately preceding the issuance date.", "probability": 0.0003283860386172125 }, { "score": 4.538272857666016, "text": "(b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015.", "probability": 0.0002481910254130339 }, { "score": 4.413290023803711, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below. (b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015", "probability": 0.0002190315710701341 }, { "score": 4.3815016746521, "text": "(a) In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 0.00021217842125539522 }, { "score": 4.063620567321777, "text": "In", "probability": 0.00015439996687987816 }, { "score": 3.965996503829956, "text": "Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015", "probability": 0.0001400391966633771 }, { "score": 3.919281244277954, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below", "probability": 0.0001336476821887374 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Price Restrictions": [ { "score": 13.047269821166992, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.5322421723811147 }, { "text": "", "score": 11.985011100769043, "probability": 0.18398235874178115 }, { "score": 11.655323028564453, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear. (d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.13231054913398466 }, { "score": 11.118730545043945, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.0773669216886491 }, { "score": 9.66477108001709, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration", "probability": 0.018076266881605175 }, { "score": 9.578064918518066, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration. (e) Any apparel that Auriemma is requested by Berkshire to wear during any appearance or any photo shoot session must be approved by Auriemma at least forty-eight (48) hours in advance and must be Nike branded apparel.", "probability": 0.016574969473623257 }, { "score": 8.906940460205078, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear.", "probability": 0.008472022262294343 }, { "score": 8.721900939941406, "text": "(d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.007040855733109901 }, { "score": 8.60068130493164, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.006237067255354392 }, { "score": 8.272823333740234, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear. (d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration", "probability": 0.004493590776195775 }, { "score": 8.186118125915527, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear. (d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration. (e) Any apparel that Auriemma is requested by Berkshire to wear during any appearance or any photo shoot session must be approved by Auriemma at least forty-eight (48) hours in advance and must be Nike branded apparel.", "probability": 0.004120386220285802 }, { "score": 7.588536739349365, "text": "Any apparel that Auriemma is requested by Berkshire to wear during any appearance or any photo shoot session must be approved by Auriemma at least forty-eight (48) hours in advance and must be Nike branded apparel.", "probability": 0.0022667917712502635 }, { "score": 7.36911678314209, "text": "no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.0018201984961898141 }, { "score": 6.965134143829346, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items", "probability": 0.001215265923192164 }, { "score": 6.610198020935059, "text": "Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon; 5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos. 6. Auriemma will be available one (1) time per calendar quarter during the Services Period to meet and address Berkshire's small business customer groups. 7. Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.0008521666239777148 }, { "score": 6.467423439025879, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost,", "probability": 0.0007387854055366007 }, { "score": 6.369387149810791, "text": "Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc. (BHLB), each of which as of its respective issuance date shall have a value of Thirty Thousand and 00/100 Dollars ($30,000.00), based upon the closing price of BHLB common shares at the end of the last trading day immediately preceding the issuance date.", "probability": 0.0006697946712752302 }, { "score": 6.344664573669434, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items. 8. Auriemma will permit Berkshire to place a link on its website (Berkshirebank.com) throughout the Contract Period, directing website viewers to a landing page promoting Berkshire's product or brand containing the Auriemma Identification. 9. Berkshire may utilize Auriemma and the Auriemma Identification throughout the Contract Period in all approved materials including billboards, subway/bus ads, direct mail, stand-ups, counter cards, posters, etc.", "probability": 0.0006534386362430439 }, { "score": 5.9791646003723145, "text": "(c) Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear. (d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.0004533881741769631 }, { "score": 5.885887145996094, "text": "Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos. 6. Auriemma will be available one (1) time per calendar quarter during the Services Period to meet and address Berkshire's small business customer groups. 7. Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.00041300975016017165 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Minimum Commitment": [ { "score": 12.912372589111328, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.6218172239328523 }, { "text": "", "score": 12.122838973999023, "probability": 0.28234015918046196 }, { "score": 9.402952194213867, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration", "probability": 0.018601194562751045 }, { "score": 9.37774658203125, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration. (e) Any apparel that Auriemma is requested by Berkshire to wear during any appearance or any photo shoot session must be approved by Auriemma at least forty-eight (48) hours in advance and must be Nike branded apparel.", "probability": 0.01813819961437227 }, { "score": 8.82726764678955, "text": "Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon;", "probability": 0.010459820051887924 }, { "score": 8.72418212890625, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.00943527888698963 }, { "score": 8.548872947692871, "text": "Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon; 5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos.", "probability": 0.007918062609898802 }, { "score": 8.24651050567627, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear. (d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.005852003691239345 }, { "score": 7.777793884277344, "text": "Auriemma will participate in one (1) recording session annually during the Services Period of not more than two (2) hours, not including travel time, to record a radio advertising spot at a date and location to be mutually agreed upon;", "probability": 0.003662212571617032 }, { "score": 7.746200084686279, "text": "(d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.0035483180161190358 }, { "score": 7.521647930145264, "text": "Auriemma will participate in one (1) recording session annually during the Services Period of not more than two (2) hours, not including travel time, to record a radio advertising spot at a date and location to be mutually agreed upon; 3. Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon;", "probability": 0.0028346586899842107 }, { "score": 7.435199737548828, "text": "mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos. 6. Auriemma will be available one (1) time per calendar quarter during the Services Period to meet and address Berkshire's small business customer groups. 7. Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.0025999009438844155 }, { "score": 7.350370407104492, "text": "Any apparel that Auriemma is requested by Berkshire to wear during any appearance or any photo shoot session must be approved by Auriemma at least forty-eight (48) hours in advance and must be Nike branded apparel.", "probability": 0.002388448555855032 }, { "score": 7.297636985778809, "text": "Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos.", "probability": 0.0022657607942238906 }, { "score": 7.078644275665283, "text": "Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon;", "probability": 0.0018201481227658797 }, { "score": 7.034295082092285, "text": "Any apparel that Auriemma is requested by Berkshire to wear during any appearance or any photo shoot session must be approved by Auriemma at least forty-eight (48) hours in advance and must be Nike branded apparel.", "probability": 0.0017411898308003094 }, { "score": 6.755336761474609, "text": "Auriemma will participate in one (1) recording session annually during the Services Period of not more than two (2) hours, not including travel time, to record a radio advertising spot at a date and location to be mutually agreed upon; 3. Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon; 4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon;", "probability": 0.0013173344906163725 }, { "score": 6.732751846313477, "text": "Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon; 4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon;", "probability": 0.001287916059754427 }, { "score": 6.47694206237793, "text": "Auriemma will participate in one (1) recording session annually during the Services Period of not more than two (2) hours, not including travel time, to record a radio advertising spot at a date and location to be mutually agreed upon; 3. Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon; 4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon; 5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos.", "probability": 0.0009972195432747342 }, { "score": 6.454357147216797, "text": "Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon; 4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon; 5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos.", "probability": 0.000974949850651502 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Volume Restriction": [ { "score": 14.15861988067627, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.5125103507326898 }, { "text": "", "score": 12.03053092956543, "probability": 0.06102184752811921 }, { "score": 11.60800838470459, "text": "Auriemma will participate in one (1) recording session annually during the Services Period of not more than two (2) hours, not including travel time, to record a radio advertising spot at a date and location to be mutually agreed upon;", "probability": 0.039993198869241374 }, { "score": 11.378698348999023, "text": "Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon; 5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos. 6. Auriemma will be available one (1) time per calendar quarter during the Services Period to meet and address Berkshire's small business customer groups. 7. Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.03179787220270976 }, { "score": 11.378512382507324, "text": "Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon;", "probability": 0.03179195941378007 }, { "score": 11.363640785217285, "text": "Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon; 5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos.", "probability": 0.03132266045817544 }, { "score": 11.329830169677734, "text": "Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon; 4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon; 5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos. 6. Auriemma will be available one (1) time per calendar quarter during the Services Period to meet and address Berkshire's small business customer groups. 7. Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.030281325317757454 }, { "score": 11.329644203186035, "text": "Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon; 4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon;", "probability": 0.030275694529509303 }, { "score": 11.314772605895996, "text": "Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon; 4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon; 5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos.", "probability": 0.029828778010839333 }, { "score": 11.132936477661133, "text": "Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon;", "probability": 0.02486938438881431 }, { "score": 10.966567993164062, "text": "Auriemma will participate in one (1) recording session annually during the Services Period of not more than two (2) hours, not including travel time, to record a radio advertising spot at a date and location to be mutually agreed upon; 3. Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon;", "probability": 0.02105775750617426 }, { "score": 10.963929176330566, "text": "Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos. 6. Auriemma will be available one (1) time per calendar quarter during the Services Period to meet and address Berkshire's small business customer groups. 7. Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.021002263193057306 }, { "score": 10.948871612548828, "text": "Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos.", "probability": 0.020688389293963792 }, { "score": 10.91437816619873, "text": "Auriemma will participate in one (1) recording session annually during the Services Period of not more than two (2) hours, not including travel time, to record a radio advertising spot at a date and location to be mutually agreed upon; 3. Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon; 4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon;", "probability": 0.0199869426507888 }, { "score": 10.77291202545166, "text": "Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon;", "probability": 0.017350356472298312 }, { "score": 10.720722198486328, "text": "Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and location to be mutually agreed upon; 4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon;", "probability": 0.016468067869092447 }, { "score": 10.674989700317383, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.015731903601391727 }, { "score": 10.668936729431152, "text": "Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time, at a date and location to be mutually agreed upon;", "probability": 0.01563696646263831 }, { "score": 10.59269905090332, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.01448914976992556 }, { "score": 10.550837516784668, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration", "probability": 0.013895131729033545 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.196610450744629, "probability": 0.9477121257875025 }, { "score": 8.197199821472168, "text": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.01736818635112887 }, { "score": 7.7605881690979, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.011223710053160167 }, { "score": 7.749866485595703, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "probability": 0.011104015794841026 }, { "score": 7.249933242797852, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.006735375645330083 }, { "score": 6.462182998657227, "text": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 0.0030637000104577704 }, { "score": 5.223069667816162, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 0.0008873728889840095 }, { "score": 4.48348331451416, "text": "Berkshire shall use the Auriemma Identification only in such a form and manner as is specifically approved by Auriemma and, upon the reasonable request by Auriemma, shall use any reasonable legends, markings, and notices of trademark rights or registration reasonably specified by Auriemma, or any other notice of Auriemma's ownership, including copyright.", "probability": 0.00042355311870861956 }, { "score": 4.010914325714111, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void. 23. SIGNIFICANCE OF HEADINGS. Paragraph headings contained in this Agreement are solely for the purpose of aiding speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement.", "probability": 0.00026404246574627285 }, { "score": 3.5466723442077637, "text": "(iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2.", "probability": 0.00016598011031588683 }, { "score": 3.534884452819824, "text": "Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire. Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "probability": 0.00016403504145609047 }, { "score": 3.405393600463867, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services", "probability": 0.0001441117759086672 }, { "score": 3.234095811843872, "text": "During the Contract Period:", "probability": 0.00012142434955327265 }, { "score": 3.2338621616363525, "text": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void. 23. SIGNIFICANCE OF HEADINGS. Paragraph headings contained in this Agreement are solely for the purpose of aiding speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement.", "probability": 0.00012139598204296797 }, { "score": 3.223163604736328, "text": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void. 23. SIGNIFICANCE OF HEADINGS. Paragraph headings contained in this Agreement are solely for the purpose of aiding speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement.", "probability": 0.00012010414295053856 }, { "score": 3.034951686859131, "text": "Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire. Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 9.949897140322267e-05 }, { "score": 2.8860089778900146, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 8.573015215333429e-05 }, { "score": 2.7488455772399902, "text": "(ii) by entering into and performing under this Agreement, Auriemma is not, and shall not be in conflict with any prior obligations to third parties; (iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2.", "probability": 7.474192628229388e-05 }, { "score": 2.688863515853882, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 7.039055804214957e-05 }, { "score": 2.3568742275238037, "text": "c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 5.050487403253483e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.091712951660156, "probability": 0.999939431984517 }, { "score": 1.6048433780670166, "text": "Auriemma expressly agrees and undertakes that:", "probability": 2.7898708976733857e-05 }, { "score": 0.5184884667396545, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 9.41425945543953e-06 }, { "score": -0.2950252294540405, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 4.173319686540769e-06 }, { "score": -0.47387516498565674, "text": "During the Contract Period:", "probability": 3.4898608748107113e-06 }, { "score": -0.8130993247032166, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:", "probability": 2.4859073203228022e-06 }, { "score": -0.8702820539474487, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 2.3477442710374975e-06 }, { "score": -1.0582553148269653, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 1.9454274501264547e-06 }, { "score": -1.3476197719573975, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 1.4566179333256862e-06 }, { "score": -1.3813802003860474, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 1.4082627268008502e-06 }, { "score": -1.4022459983825684, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 1.37918264583482e-06 }, { "score": -2.0539205074310303, "text": "Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 7.187918438916936e-07 }, { "score": -2.131517171859741, "text": "c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 6.651251002078604e-07 }, { "score": -2.1446101665496826, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 6.564733828415829e-07 }, { "score": -2.165476083755493, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 6.429173845939155e-07 }, { "score": -2.4875080585479736, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 4.6590616765564785e-07 }, { "score": -2.5993006229400635, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein.", "probability": 4.166271480692465e-07 }, { "score": -2.770150661468506, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 3.5119501025854095e-07 }, { "score": -2.8267321586608887, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 3.318755856866681e-07 }, { "score": -2.863757371902466, "text": ":", "probability": 3.198125182192962e-07 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__License Grant": [ { "text": "", "score": 11.720785140991211, "probability": 0.33606691729694615 }, { "score": 11.668088912963867, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.318815979871818 }, { "score": 10.508418083190918, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.09997730807173139 }, { "score": 9.97504711151123, "text": "Nothing herein shall grant Auriemma any rights to use any of Berkshire's trademarks, names, services marks, logos or any copyrightable materials with Berkshire's prior written consent.", "probability": 0.058649102320301516 }, { "score": 9.687195777893066, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.04397938210868787 }, { "score": 9.621219635009766, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.0411714392045306 }, { "score": 9.298203468322754, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.029806563653497663 }, { "score": 8.562922477722168, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.014288394516450148 }, { "score": 8.462668418884277, "text": "During the Contract Period:", "probability": 0.012925389775462535 }, { "score": 8.461548805236816, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.012910926430861036 }, { "score": 8.011868476867676, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services", "probability": 0.008235002231705753 }, { "score": 7.328808784484863, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.004159246559018792 }, { "score": 7.251334190368652, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.0038491769573449413 }, { "score": 7.192599296569824, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0036296072772341336 }, { "score": 6.992260456085205, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor. c) Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to the extent specifically authorized by this Agreement.", "probability": 0.0029706643475655367 }, { "score": 6.887594699859619, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services", "probability": 0.002675456065586767 }, { "score": 6.568289756774902, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 0.0019441306577166785 }, { "score": 6.283143043518066, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.0014617994857656358 }, { "score": 6.169137954711914, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.0013042955837549227 }, { "score": 6.068325996398926, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0011792175840200096 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Transferable License": [ { "text": "", "score": 11.989392280578613, "probability": 0.39739183056173705 }, { "score": 10.639954566955566, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.10307790474316547 }, { "score": 10.156457901000977, "text": "(iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2.", "probability": 0.06356025751021906 }, { "score": 10.016042709350586, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.05523369597982209 }, { "score": 9.985564231872559, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.053575652688010816 }, { "score": 9.94227123260498, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.051305693207113305 }, { "score": 9.878021240234375, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.048112967354332535 }, { "score": 9.577144622802734, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.035611731315650784 }, { "score": 9.54897403717041, "text": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "probability": 0.034622526643613295 }, { "score": 9.449295043945312, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.031337815650787484 }, { "score": 9.369438171386719, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.0289325906386296 }, { "score": 8.925790786743164, "text": "(ii) by entering into and performing under this Agreement, Auriemma is not, and shall not be in conflict with any prior obligations to third parties; (iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2.", "probability": 0.01856580186239664 }, { "score": 8.922754287719727, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.01850951232798093 }, { "score": 8.794904708862305, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.016288106859475352 }, { "score": 8.396449089050293, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services", "probability": 0.010935119487745457 }, { "score": 8.124978065490723, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.0083353754285088 }, { "score": 7.916153907775879, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.0067644732858573135 }, { "score": 7.851903915405273, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.006343523730551292 }, { "score": 7.815154075622559, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 0.006114631879480981 }, { "score": 7.687304496765137, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.005380788844921718 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.10426139831543, "probability": 0.49684131048479024 }, { "score": 11.557037353515625, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.2874493398554115 }, { "score": 9.40256118774414, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.03333375241665796 }, { "score": 9.391645431518555, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.032971868015462334 }, { "score": 9.363046646118164, "text": "Nothing herein shall grant Auriemma any rights to use any of Berkshire's trademarks, names, services marks, logos or any copyrightable materials with Berkshire's prior written consent.", "probability": 0.03204226870182006 }, { "score": 9.163850784301758, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.026255095022490644 }, { "score": 8.775227546691895, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.017800683023853354 }, { "score": 8.481851577758789, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.013274711837755481 }, { "score": 8.440703392028809, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.01273956715160154 }, { "score": 7.981260776519775, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 0.008046764285516537 }, { "score": 7.882245063781738, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.0072881835565722355 }, { "score": 7.794054985046387, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.006672964854212082 }, { "score": 7.793198585510254, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.006667252576551399 }, { "score": 7.084097385406494, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.003280863557281506 }, { "score": 7.00937557220459, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.0030446466575071536 }, { "score": 7.000088214874268, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.003016500838503061 }, { "score": 6.888767242431641, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services", "probability": 0.002698717133692683 }, { "score": 6.858638763427734, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.002618621529203689 }, { "score": 6.601794719696045, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 0.002025474515384106 }, { "score": 6.554243087768555, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services", "probability": 0.0019314139857321692 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.170869827270508, "probability": 0.8670964041516337 }, { "score": 9.896920204162598, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.08922850401557464 }, { "score": 7.608989238739014, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.009054569748543951 }, { "score": 7.524292945861816, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.008319259778821537 }, { "score": 7.189324378967285, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.0059512704340232295 }, { "score": 6.947324275970459, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.00467208113730194 }, { "score": 6.403440475463867, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.0027120934069766256 }, { "score": 6.190273761749268, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.0021914295597349484 }, { "score": 6.004805564880371, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.0018204539644493078 }, { "score": 5.868699073791504, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.0015888006285364345 }, { "score": 5.588107109069824, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 0.0012000790686818997 }, { "score": 5.552995681762695, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services", "probability": 0.0011586737335692661 }, { "score": 5.402638912200928, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.000996923988968568 }, { "score": 5.339785575866699, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein.", "probability": 0.0009361925685717823 }, { "score": 5.236362457275391, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.000844207293101322 }, { "score": 4.901393413543701, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.0006039123241145569 }, { "score": 4.795945167541504, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services", "probability": 0.000543473410502128 }, { "score": 4.610476970672607, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services", "probability": 0.00045147165252304444 }, { "score": 4.311816215515137, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:", "probability": 0.0003349066481052034 }, { "score": 4.1859307289123535, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein.", "probability": 0.0002952924862657329 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.708213806152344, "probability": 0.9296098756056647 }, { "score": 8.760661125183105, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.04877472891237003 }, { "score": 7.4809417724609375, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.013565000403409352 }, { "score": 6.096588134765625, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.0033978379699098477 }, { "score": 4.82120943069458, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.0009491016570628637 }, { "score": 4.567676544189453, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.0007365543488246988 }, { "score": 4.317468166351318, "text": "During the Contract Period:", "probability": 0.0005735095844998189 }, { "score": 4.072418212890625, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.0004488661315365102 }, { "score": 3.994302749633789, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.0004151372680831157 }, { "score": 3.730945110321045, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 0.0003190192968640495 }, { "score": 3.4368557929992676, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.00023773634734740046 }, { "score": 3.1660513877868652, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.00018133712541023024 }, { "score": 3.1561686992645264, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration", "probability": 0.00017955385335734737 }, { "score": 2.974217653274536, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.00014968366027154323 }, { "score": 2.793881893157959, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 0.00012498433076052465 }, { "score": 2.527940034866333, "text": "Unless", "probability": 9.579845114308617e-05 }, { "score": 2.4093239307403564, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 8.508326907287444e-05 }, { "score": 2.254333972930908, "text": "(d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 7.286733472791798e-05 }, { "score": 1.9079444408416748, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 5.153447098171658e-05 }, { "score": 1.4248446226119995, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 3.1789978702626256e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.046135902404785, "probability": 0.9896337690661127 }, { "score": 7.269427299499512, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.008336357259731428 }, { "score": 4.8771467208862305, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.0007621177275993407 }, { "score": 4.736677169799805, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 0.0006622422932272188 }, { "score": 3.181875705718994, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 0.00013988631076595456 }, { "score": 2.968441963195801, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 0.00011300095660691961 }, { "score": 2.534557342529297, "text": "During the Contract Period:", "probability": 7.322315261836823e-05 }, { "score": 2.3443965911865234, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 6.05428217517113e-05 }, { "score": 2.3274240493774414, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 5.952392725209178e-05 }, { "score": 2.0729668140411377, "text": "Auriemma expressly agrees and undertakes that:", "probability": 4.615111564916647e-05 }, { "score": 1.668244481086731, "text": "b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 3.0790272190314214e-05 }, { "score": 0.65057373046875, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 1.1128707728543629e-05 }, { "score": 0.6491256952285767, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services", "probability": 1.1112604629316442e-05 }, { "score": 0.6222078800201416, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 1.0817467633351826e-05 }, { "score": 0.5761615037918091, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "probability": 1.0330656406501017e-05 }, { "score": 0.5410218238830566, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 9.973944522649747e-06 }, { "score": 0.5340766906738281, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 9.904914139394524e-06 }, { "score": 0.5126559734344482, "text": "The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 9.695000055925621e-06 }, { "score": -0.07704687118530273, "text": "A", "probability": 5.37580026715305e-06 }, { "score": -0.35875678062438965, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 4.0560011118122005e-06 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Source Code Escrow": [ { "text": "", "score": 12.254287719726562, "probability": 0.9994818856803643 }, { "score": 3.826125383377075, "text": "If either Party (the \"Bankrupt Party\"), (i) commences or becomes the subject of any case or proceeding under the\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n bankruptcy or insolvency laws; (ii) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official; (iii) makes an assignment or the benefit of its credits; (iv) fails generally to pay its debts as they become due; or (v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"), then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party.", "probability": 0.000218509605141593 }, { "score": 2.4867990016937256, "text": "If either Party (the \"Bankrupt Party\"),", "probability": 5.725434824020882e-05 }, { "score": 2.3616433143615723, "text": "bankruptcy or insolvency laws; (ii) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official; (iii) makes an assignment or the benefit of its credits; (iv) fails generally to pay its debts as they become due; or (v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"), then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party.", "probability": 5.0518919213444124e-05 }, { "score": 1.9499226808547974, "text": "If either Party (the \"Bankrupt Party\"), (i) commences or becomes the subject of any case or proceeding under the", "probability": 3.346925547757058e-05 }, { "score": 1.818182349205017, "text": "If either Party (the \"Bankrupt Party\"), (i) commences or becomes the subject of any case or proceeding under the", "probability": 2.933809783622976e-05 }, { "score": 1.7656173706054688, "text": "Whether or not such notice is given, the other Party shall have the right, to the fullest extent permitted under applicable law, following the occurrence of any Event of Insolvency and without prejudice to any other rights it may have, at any time thereafter to terminate this Agreement, effective immediately upon giving notice to the Bankrupt Party.", "probability": 2.7835772115209443e-05 }, { "score": 1.5903624296188354, "text": "During the Contract Period:", "probability": 2.3360977900652778e-05 }, { "score": 1.2670352458953857, "text": "(v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"), then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party. Whether or not such notice is given, the other Party shall have the right, to the fullest extent permitted under applicable law, following the occurrence of any Event of Insolvency and without prejudice to any other rights it may have, at any time thereafter to terminate this Agreement, effective immediately upon giving notice to the Bankrupt Party.", "probability": 1.6907204545353036e-05 }, { "score": 1.2622483968734741, "text": "If either Party (the \"Bankrupt Party\"), (i) commences or becomes the subject of any case or proceeding under the\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n bankruptcy or insolvency laws;", "probability": 1.6826465706298474e-05 }, { "score": 0.6646144390106201, "text": "If either Party (the \"Bankrupt Party\"), (i) commences or becomes the subject of any case or proceeding under the\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n bankruptcy or insolvency laws; (ii) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official; (iii) makes an assignment or the benefit of its credits; (iv) fails generally to pay its debts as they become due; or (v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"),", "probability": 9.256435401092787e-06 }, { "score": 0.44164061546325684, "text": "If either Party (the \"Bankrupt Party\"), (i) commences or becomes the subject of any case or proceeding under the\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n bankruptcy or insolvency laws; (ii) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official; (iii) makes an assignment or the benefit of its credits; (iv) fails generally to pay its debts as they become due; or (v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"), then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party", "probability": 7.406405286829895e-06 }, { "score": -0.11908543109893799, "text": "(v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"), then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party.", "probability": 4.227535328354473e-06 }, { "score": -0.1672048568725586, "text": "(v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"), then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party.", "probability": 4.028925571232787e-06 }, { "score": -0.16881179809570312, "text": "Whether or not such notice is given, the other Party shall have the right, to the fullest extent permitted under applicable law, following the occurrence of any Event of Insolvency and without prejudice to any other rights it may have, at any time thereafter to terminate this Agreement, effective immediately upon giving notice to the Bankrupt Party. c) EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement for any reason", "probability": 4.022456523729009e-06 }, { "score": -0.19607333838939667, "text": "Auriemma expressly agrees and undertakes that:", "probability": 3.914279400244063e-06 }, { "score": -0.2022336721420288, "text": "bankruptcy or insolvency laws;", "probability": 3.890240253344697e-06 }, { "score": -0.5987226963043213, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 2.616877709919081e-06 }, { "score": -0.6673939228057861, "text": "(v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"), then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party. Whether or not such notice is given, the other Party shall have the right, to the fullest extent permitted under applicable law, following the occurrence of any Event of Insolvency and without prejudice to any other rights it may have, at any time thereafter to terminate this Agreement, effective immediately upon giving notice to the Bankrupt Party. c) EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement for any reason", "probability": 2.443204914165693e-06 }, { "score": -0.73332679271698, "text": "Upon the breach of either of the above conditions, the non-defaulting party may terminate this Agreement as follows: (A) as to a default under clause (i) above, if payment is not made within ten (10) days after the defaulting party shall have received written notice of such failure to make payment; or (B) as to a default under clause (ii) above, if such default is not cured within thirty (30) days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default and such action the defaulting party must take in order to cure each such item of default. b) TERMINATION DUE TO INSOLVENCY. If either Party (the \"Bankrupt Party\"), (i) commences or becomes the subject of any case or proceeding under the", "probability": 2.287313070315284e-06 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Post-Termination Services": [ { "text": "", "score": 12.351043701171875, "probability": 0.9240543645838128 }, { "score": 8.903243064880371, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "probability": 0.029399282513645396 }, { "score": 8.423141479492188, "text": "Upon the expiration or termination of this Agreement for any reason", "probability": 0.01818993982450281 }, { "score": 8.128541946411133, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 0.013548409376946614 }, { "score": 7.585481643676758, "text": "Upon the expiration or termination of this Agreement for any reason (i) all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof, but any obligations to make further payments due, or that may have come due, under this Agreement shall become null and void;", "probability": 0.007871186776206504 }, { "score": 6.5520339012146, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 0.002800396757033365 }, { "score": 5.687319755554199, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement", "probability": 0.0011794485048114763 }, { "score": 5.453067779541016, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.0009331353531711268 }, { "score": 4.728261470794678, "text": "Upon the expiration or termination of this Agreement for any reason (i) all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof, but any obligations to make further payments due, or that may have come due, under this Agreement shall become null and void", "probability": 0.00045202792307806665 }, { "score": 4.321569442749023, "text": "Upon the expiration or termination of this Agreement for any reason (i) all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof, but any obligations to make further payments due, or that may have come due, under this Agreement shall become null and void; (ii) except as otherwise provided herein, the Services Period and the Contract Period shall end immediately and Berkshire shall promptly cease all use of the Auriemma Identification including any displays, documents, artwork, symbols, logos trademarks, trade names, photographic or graphic representations, depictions and/or other materials (including, but not limited to, advertising and/or promotional materials), which in any way or form (hard copy, electronic or otherwise) use the Auriemma Identification (collectively, \"Materials\"), except as otherwise set forth herein;", "probability": 0.0003009824407293389 }, { "score": 4.2632832527160645, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease.", "probability": 0.0002839407917199423 }, { "score": 3.8765597343444824, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.0001928749821613767 }, { "score": 3.585340738296509, "text": "Upon the expiration or termination of this Agreement", "probability": 0.00014414550231094063 }, { "score": 3.5851290225982666, "text": "During the Contract Period:", "probability": 0.00014411498767559806 }, { "score": 3.4850645065307617, "text": "Upon the expiration or termination of this Agreement for any reason", "probability": 0.00013039222068398742 }, { "score": 3.1647512912750244, "text": "Upon", "probability": 9.465453360415882e-05 }, { "score": 2.993091583251953, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if", "probability": 7.972427085496095e-05 }, { "score": 2.8626372814178467, "text": "Upon the expiration or termination of this Agreement for any reason (i) all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof, but any obligations to make further payments due, or that may have come due, under this Agreement shall become null and void; (ii) except as otherwise provided herein, the Services", "probability": 6.997372155913363e-05 }, { "score": 2.816365957260132, "text": "Upon the expiration or termination of this Agreement for any reason (", "probability": 6.680971079173301e-05 }, { "score": 2.7764463424682617, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice", "probability": 6.419522470061438e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Audit Rights": [ { "text": "", "score": 12.234846115112305, "probability": 0.9999960740932305 }, { "score": -1.2711329460144043, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 1.3627811445910167e-06 }, { "score": -1.5851459503173828, "text": "During the Contract Period:", "probability": 9.955246111527743e-07 }, { "score": -1.6371803283691406, "text": "Auriemma expressly agrees and undertakes that:", "probability": 9.45047761560552e-07 }, { "score": -3.4071269035339355, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:", "probability": 1.609814099849377e-07 }, { "score": -4.30307149887085, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 6.571612288934315e-08 }, { "score": -4.545415878295898, "text": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 5.157308447129331e-08 }, { "score": -4.859746932983398, "text": ":", "probability": 3.766264908654102e-08 }, { "score": -4.878876209259033, "text": "Auriemma represents and warrants to Berkshire that:", "probability": 3.694903706844039e-08 }, { "score": -4.985169887542725, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 3.322311632140989e-08 }, { "score": -5.013506889343262, "text": "Either Party shall have the right, without prejudice to any other rights it may have, to terminate this Agreement if the other Party materially breaches its obligation hereunder and such breach remains uncured. A material breach occurs if either Party (i) fails to make any payment, or (ii) fails to observe or perform any of the covenants, agreements, or obligations (other than payments of money). Upon the breach of either of the above conditions, the non-defaulting party may terminate this Agreement as follows:", "probability": 3.229488655083324e-08 }, { "score": -5.065245628356934, "text": "b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 3.066647896214863e-08 }, { "score": -5.093101501464844, "text": "Upon the breach of either of the above conditions, the non-defaulting party may terminate this Agreement as follows:", "probability": 2.982402552791163e-08 }, { "score": -5.203124046325684, "text": "2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:", "probability": 2.6716777787031273e-08 }, { "score": -5.303043365478516, "text": "a) Auriemma represents and warrants to Berkshire that:", "probability": 2.4176290715989755e-08 }, { "score": -5.359206676483154, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 2.285589610847107e-08 }, { "score": -5.420645713806152, "text": "\"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:", "probability": 2.1493919520048614e-08 }, { "score": -5.613841533660889, "text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n 3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 1.7717879345595208e-08 }, { "score": -5.725254058837891, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 1.584987695309906e-08 }, { "score": -5.790294647216797, "text": ":", "probability": 1.485180116851752e-08 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Uncapped Liability": [ { "text": "", "score": 12.330146789550781, "probability": 0.9923612970731083 }, { "score": 6.915190696716309, "text": "Either Party shall have the right, without prejudice to any other rights it may have, to terminate this Agreement if the other Party materially breaches its obligation hereunder and such breach remains uncured.", "probability": 0.004415544512766048 }, { "score": 5.974977493286133, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party.", "probability": 0.001724466893497866 }, { "score": 5.31751823425293, "text": "Either Party shall have the right, without prejudice to any other rights it may have, to terminate this Agreement if the other Party materially breaches its obligation hereunder and such breach remains uncured. A material breach occurs if either Party (i) fails to make any payment, or (ii) fails to observe or perform any of the covenants, agreements, or obligations (other than payments of money). Upon the breach of either of the above conditions, the non-defaulting party may terminate this Agreement as follows:", "probability": 0.0008935604391169178 }, { "score": 3.7952542304992676, "text": "Either Party shall have the right, without prejudice to any other rights it may have, to terminate this Agreement if the other Party materially breaches its obligation hereunder and such breach remains uncured. A material breach occurs if either Party (i) fails to make any payment, or (ii) fails to observe or perform any of the covenants, agreements, or obligations (other than payments of money).", "probability": 0.00019499033079468193 }, { "score": 3.355058193206787, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party. Termination in accordance with the above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party.", "probability": 0.00012555625866906122 }, { "score": 2.7060763835906982, "text": "A material breach occurs if either Party (i) fails to make any payment, or (ii) fails to observe or perform any of the covenants, agreements, or obligations (other than payments of money). Upon the breach of either of the above conditions, the non-defaulting party may terminate this Agreement as follows:", "probability": 6.561288699541431e-05 }, { "score": 2.560394763946533, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party. Termination in accordance with the above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party. In the event of any arbitration or litigation, including breach, enforcement or interpretation, arising out of this Agreement, the prevailing party", "probability": 5.6717936727816787e-05 }, { "score": 2.024840831756592, "text": "Upon the breach of either of the above conditions, the non-defaulting party may terminate this Agreement as follows:", "probability": 3.319955834336825e-05 }, { "score": 1.2860350608825684, "text": "Either Party shall have the right, without prejudice to any other rights it may have, to terminate this Agreement if the other Party materially breaches its obligation hereunder and such breach remains uncured. A material breach occurs if either Party (i) fails to make any payment, or (ii) fails to observe or perform any of the covenants, agreements, or obligations (other than payments of money). Upon the breach of either of the above conditions, the non-defaulting party may terminate this Agreement as follows", "probability": 1.5858899129672673e-05 }, { "score": 1.2741901874542236, "text": "Either", "probability": 1.5672160607146003e-05 }, { "score": 1.267967939376831, "text": "Either Party shall have the right, without prejudice to any other rights it may have, to terminate this Agreement if the other Party materially breaches its obligation hereunder and such breach remains uncured", "probability": 1.5574947292265768e-05 }, { "score": 1.1838124990463257, "text": "A material breach occurs if either Party (i) fails to make any payment, or (ii) fails to observe or perform any of the covenants, agreements, or obligations (other than payments of money).", "probability": 1.43178676054896e-05 }, { "score": 1.1340147256851196, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products. 12. OTHER REMEDIES AND RIGHTS. The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party.", "probability": 1.3622331482227451e-05 }, { "score": 0.9842063188552856, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "probability": 1.172709598053006e-05 }, { "score": 0.8816766738891602, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party", "probability": 1.0584306816013851e-05 }, { "score": 0.8301472663879395, "text": "Either Party shall have the right, without prejudice to any other rights it may have, to terminate this Agreement if the other Party materially breaches its obligation hereunder and such breach remains uncured. A material breach occurs if either Party (i) fails to make any payment, or (ii) fails to observe or perform any of the covenants, agreements, or obligations (other than payments of money). Upon", "probability": 1.0052717616517321e-05 }, { "score": 0.5183653831481934, "text": "Either Party shall have the right, without prejudice to any other rights it may have, to terminate this Agreement if the other Party materially breaches its obligation hereunder and such breach remains uncured. A", "probability": 7.360008769991189e-06 }, { "score": 0.49092769622802734, "text": "The", "probability": 7.1608123940680625e-06 }, { "score": 0.4856279492378235, "text": "Auriemma expressly agrees and undertakes that:", "probability": 7.122962286723716e-06 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Cap On Liability": [ { "text": "", "score": 12.129076957702637, "probability": 0.8912143577241398 }, { "score": 9.913811683654785, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party.", "probability": 0.09725337687514848 }, { "score": 6.886480808258057, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products. 12. OTHER REMEDIES AND RIGHTS. The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party.", "probability": 0.004711417556473617 }, { "score": 6.4935150146484375, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party.", "probability": 0.003180451082392352 }, { "score": 5.557900905609131, "text": "Either Party shall have the right, without prejudice to any other rights it may have, to terminate this Agreement if the other Party materially breaches its obligation hereunder and such breach remains uncured.", "probability": 0.0012478335997226544 }, { "score": 4.583732604980469, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party. Termination in accordance with the above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party.", "probability": 0.0004710649138490236 }, { "score": 4.2554521560668945, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party", "probability": 0.0003392425902593916 }, { "score": 4.224855422973633, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.00032902006075595915 }, { "score": 4.056911945343018, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products. 12. OTHER REMEDIES AND RIGHTS. The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party.", "probability": 0.00027815409153222496 }, { "score": 3.6120007038116455, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party. Termination in accordance with the above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party.", "probability": 0.00017826371604384752 }, { "score": 3.308919668197632, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 0.00013165475042980622 }, { "score": 3.2217586040496826, "text": "The", "probability": 0.00012066545780593869 }, { "score": 3.1898112297058105, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if", "probability": 0.00011687144038905189 }, { "score": 3.0793044567108154, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party. Termination in accordance with the above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party. In the event of any arbitration or litigation, including breach, enforcement or interpretation, arising out of this Agreement, the prevailing party\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n of such litigation shall be entitled to recover reasonable attorney's fees, costs, and expenses, including pre-litigation and appellate attorneys' fees and costs. 13. MISCELLANEOUS PROVISIONS. If any provision(s) of this Agreement shall be determined to be void, ambiguous, or unenforceable, the same shall be stricken from this Agreement and in no way shall affect other provisions of, or the validity or enforceability of this Agreement. The Parties understand that the contents of this Agreement are confidential, and that disclosure of same to any third party could be detrimental to the interests of one or both Parties.", "probability": 0.00010464438135564105 }, { "score": 3.014728546142578, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party. Termination in accordance with the above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party. In the event of any arbitration or litigation, including breach, enforcement or interpretation, arising out of this Agreement, the prevailing party\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n of such litigation shall be entitled to recover reasonable attorney's fees, costs, and expenses, including pre-litigation and appellate attorneys' fees and costs.", "probability": 9.810043953275968e-05 }, { "score": 2.6278867721557617, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party. Termination in accordance with the above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party. In the event of any arbitration or litigation, including breach, enforcement or interpretation, arising out of this Agreement, the prevailing party", "probability": 6.6629676609167e-05 }, { "score": 2.429124116897583, "text": "If either Party (the \"Bankrupt Party\"),", "probability": 5.461930642473192e-05 }, { "score": 2.2274889945983887, "text": "(ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products. 12. OTHER REMEDIES AND RIGHTS. The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party.", "probability": 4.464544540325076e-05 }, { "score": 1.8915150165557861, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party", "probability": 3.1905497087296035e-05 }, { "score": 1.727583646774292, "text": "At the conclusion of this period, Berkshire's use of the printed material will cease. 11. TERMINATION BY BERKSHIRE. Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products. 12. OTHER REMEDIES AND RIGHTS. The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party.", "probability": 2.708139464521996e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Liquidated Damages": [ { "text": "", "score": 12.061859130859375, "probability": 0.640229083878188 }, { "score": 11.472101211547852, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 0.35498237365098 }, { "score": 6.870861053466797, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below", "probability": 0.0035638020925325333 }, { "score": 4.851113319396973, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 0.00047287709977461296 }, { "score": 4.103603839874268, "text": "(a) In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 0.0002239283296781348 }, { "score": 3.552708387374878, "text": "In", "probability": 0.00012907977077745503 }, { "score": 3.3027148246765137, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below. (b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015.", "probability": 0.00010052807368760971 }, { "score": 3.2247962951660156, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00", "probability": 9.29924678632558e-05 }, { "score": 2.1813602447509766, "text": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "probability": 3.275587871565348e-05 }, { "score": 2.0651636123657227, "text": "Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 2.916256354538448e-05 }, { "score": 2.0165364742279053, "text": "Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015.", "probability": 2.7778398276138934e-05 }, { "score": 1.4830117225646973, "text": ".", "probability": 1.6292973260496398e-05 }, { "score": 1.4656672477722168, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below. (b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015. (c) Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc. (BHLB), each of which as of its respective issuance date shall have a value of Thirty Thousand and 00/100 Dollars ($30,000.00), based upon the closing price of BHLB common shares at the end of the last trading day immediately preceding the issuance date.", "probability": 1.601281680306462e-05 }, { "score": 1.3712284564971924, "text": "4. COMPENSATION. (a) In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 1.4569796608295084e-05 }, { "score": 1.3306488990783691, "text": "Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor. c) Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to the extent specifically authorized by this Agreement. d) Nothing herein shall grant Auriemma any rights to use any of Berkshire's trademarks, names, services marks, logos or any copyrightable materials with Berkshire's prior written consent. 4. COMPENSATION. (a) In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 1.3990396123932677e-05 }, { "score": 1.1976442337036133, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.", "probability": 1.2248046289417654e-05 }, { "score": 1.1850919723510742, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars", "probability": 1.2095266483346711e-05 }, { "score": 1.0783767700195312, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor. c) Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to the extent specifically authorized by this Agreement. d) Nothing herein shall grant Auriemma any rights to use any of Berkshire's trademarks, names, services marks, logos or any copyrightable materials with Berkshire's prior written consent. 4. COMPENSATION. (a) In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.", "probability": 1.0871003052439201e-05 }, { "score": 0.9878129959106445, "text": "In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00),", "probability": 9.929748991075496e-06 }, { "score": 0.9569271802902222, "text": "Upon the expiration or termination of this Agreement for any reason", "probability": 9.627748369337038e-06 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Warranty Duration": [ { "score": 13.974034309387207, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.8693674306207831 }, { "text": "", "score": 11.820901870727539, "probability": 0.10095081492525346 }, { "score": 9.658590316772461, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration", "probability": 0.011615284537441007 }, { "score": 9.37950325012207, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear. (d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.008786661181308627 }, { "score": 8.67767333984375, "text": "(d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.00435534961645343 }, { "score": 8.302205085754395, "text": "no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.0029919837600786586 }, { "score": 6.304705619812012, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration. (e) Any apparel that Auriemma is requested by Berkshire to wear during any appearance or any photo shoot session must be approved by Auriemma at least forty-eight (48) hours in advance and must be Nike branded apparel.", "probability": 0.00040593475525927607 }, { "score": 6.1852593421936035, "text": ", no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.0003602312433004091 }, { "score": 5.855493068695068, "text": "Unless", "probability": 0.0002590393276132805 }, { "score": 5.498825550079346, "text": "in duration.", "probability": 0.00018132887574977096 }, { "score": 5.288200378417969, "text": "(c) Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear. (d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 0.00014689046955207005 }, { "score": 5.064059257507324, "text": "Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear. (d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration", "probability": 0.0001173952073200054 }, { "score": 5.018458843231201, "text": "two (2) hours in duration.", "probability": 0.00011216215859481411 }, { "score": 4.560186862945557, "text": "2) hours in duration.", "probability": 7.092859654152379e-05 }, { "score": 4.362229824066162, "text": "(d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration", "probability": 5.819018218977863e-05 }, { "score": 4.230099201202393, "text": "a total of two (2) hours in duration.", "probability": 5.098778155899196e-05 }, { "score": 4.163858413696289, "text": ".", "probability": 4.771974431743175e-05 }, { "score": 4.053495407104492, "text": "d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "probability": 4.2733460543394686e-05 }, { "score": 3.9867615699768066, "text": "no appearance shall exceed a total of two (2) hours in duration", "probability": 3.9974765619300475e-05 }, { "score": 3.961017608642578, "text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration. (e) Any", "probability": 3.895879052163678e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Insurance": [ { "text": "", "score": 12.054533004760742, "probability": 0.9999459860358986 }, { "score": 1.7088674306869507, "text": "\"FINANCIAL SERVICES\" shall mean banking, lending, financial and wealth management products and services offered by Berkshire and insurance products and services offered by Berkshire's affiliate Berkshire Insurance Group, Inc.", "probability": 3.2130025554278175e-05 }, { "score": 0.042805641889572144, "text": "Auriemma expressly agrees and undertakes that:", "probability": 6.07224980464913e-06 }, { "score": -0.7303735017776489, "text": "If either Party (the \"Bankrupt Party\"), (i) commences or becomes the subject of any case or proceeding under the\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n bankruptcy or insolvency laws; (ii) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official; (iii) makes an assignment or the benefit of its credits; (iv) fails generally to pay its debts as they become due; or (v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"), then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party.", "probability": 2.8026069455492388e-06 }, { "score": -0.7313244938850403, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 2.799942955381486e-06 }, { "score": -0.9850766658782959, "text": "\"FINANCIAL SERVICES\" shall mean banking, lending, financial and wealth management products and services offered by Berkshire and insurance products and services offered by Berkshire's affiliate Berkshire Insurance Group, Inc.", "probability": 2.1724311192528153e-06 }, { "score": -1.4109411239624023, "text": "During the Contract Period:", "probability": 1.4190425928328305e-06 }, { "score": -1.8402070999145508, "text": "If either Party (the \"Bankrupt Party\"),", "probability": 9.237779388586289e-07 }, { "score": -1.9390466213226318, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 8.368394159902222e-07 }, { "score": -1.9450044631958008, "text": "Berkshire Insurance Group, Inc.", "probability": 8.318684818004146e-07 }, { "score": -2.1825904846191406, "text": "bankruptcy or insolvency laws; (ii) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official; (iii) makes an assignment or the benefit of its credits; (iv) fails generally to pay its debts as they become due; or (v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"), then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party.", "probability": 6.559524700608469e-07 }, { "score": -2.3515870571136475, "text": "If either Party (the \"Bankrupt Party\"),", "probability": 5.539595998607639e-07 }, { "score": -2.397610664367676, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 5.290421738449981e-07 }, { "score": -2.4630227088928223, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 4.955439796081549e-07 }, { "score": -2.6373496055603027, "text": "If either Party (the \"Bankrupt Party\"), (i) commences or becomes the subject of any case or proceeding under the\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n bankruptcy or insolvency laws; (ii) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official; (iii) makes an assignment or the benefit of its credits; (iv) fails generally to pay its debts as they become due; or (v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"), then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party. Whether or not such notice is given, the other Party shall have the right, to the fullest extent permitted under applicable law, following the occurrence of any Event of Insolvency and without prejudice to any other rights it may have, at any time thereafter to terminate this Agreement, effective immediately upon giving notice to the Bankrupt Party.", "probability": 4.162679698619995e-07 }, { "score": -2.936877727508545, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services;", "probability": 3.085244483315589e-07 }, { "score": -3.0417332649230957, "text": "insurance products and services offered by Berkshire's affiliate Berkshire Insurance Group, Inc.", "probability": 2.7781225722849715e-07 }, { "score": -3.048604726791382, "text": "Berkshire Insurance Group, Inc.", "probability": 2.759098246285318e-07 }, { "score": -3.107876777648926, "text": "In addition, if necessary Auriemma shall be provided with superior hotel suite accommodations and reimbursed for all reasonable dining expenses incurred while traveling to and attending any appearances or events.", "probability": 2.600313079903899e-07 }, { "score": -3.1387131214141846, "text": "and insurance products and services offered by Berkshire's affiliate Berkshire Insurance Group, Inc.", "probability": 2.521352614628974e-07 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.049491882324219, "probability": 0.9927969487720881 }, { "score": 5.962995529174805, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 0.002256984899693097 }, { "score": 5.762785911560059, "text": "All arbitration proceedings or litigation (to the extent the remedy requested is not, by law, available through arbitration [e.g., injunctive relief]) relating to any claims or disputes arising under or relating to this Agreement shall be brought in the county in which the principal executive office of the party not initiating such action or proceeding defendant or responding party) is located. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in such jurisdiction (the \"Selected Jurisdiction\"). The parties hereby irrevocably waive any and all objections that any party", "probability": 0.0018474756425824075 }, { "score": 5.550930976867676, "text": "All arbitration proceedings or litigation (to the extent the remedy requested is not, by law, available through arbitration [e.g., injunctive relief]) relating to any claims or disputes arising under or relating to this Agreement shall be brought in the county in which the principal executive office of the party not initiating such action or proceeding defendant or responding party) is located.", "probability": 0.001494759396467759 }, { "score": 4.160893440246582, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items", "probability": 0.0003722936771172782 }, { "score": 3.7820799350738525, "text": "All arbitration proceedings or litigation (to the extent the remedy requested is not, by law, available through arbitration [e.g., injunctive relief]) relating to any claims or disputes arising under or relating to this Agreement shall be brought in the county in which the principal executive office of the party not initiating such action or proceeding defendant or responding party) is located.", "probability": 0.00025489953630655537 }, { "score": 3.7230000495910645, "text": "The parties hereby irrevocably waive any and all objections that any party", "probability": 0.00024027632297442733 }, { "score": 3.397810459136963, "text": "Auriemma expressly agrees and undertakes that:", "probability": 0.00017357330482017656 }, { "score": 2.9607019424438477, "text": "Termination in accordance with the above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party.", "probability": 0.0001121112295693405 }, { "score": 2.736668109893799, "text": "All arbitration proceedings or litigation (to the extent the remedy requested is not, by law, available through arbitration [e.g., injunctive relief]) relating to any claims or disputes arising under or relating to this Agreement shall be brought in the county in which the principal executive office of the party not initiating such action or proceeding defendant or responding party) is located. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in such jurisdiction (the \"Selected Jurisdiction\"). The parties hereby irrevocably waive any and all objections that any party\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n may now or hereafter have to the exercise of personal and subject matter jurisdiction in the Selected Jurisdiction and to the laying of venue of any such proceeding or action brought in the Selected Jurisdiction.", "probability": 8.960917076949147e-05 }, { "score": 2.499776601791382, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products. 12. OTHER REMEDIES AND RIGHTS. The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party. Termination in accordance with the above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party.", "probability": 7.070852594964458e-05 }, { "score": 2.188039541244507, "text": "Auriemma expressly agrees and undertakes that:", "probability": 5.177094571805589e-05 }, { "score": 2.080437183380127, "text": "7. Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 4.6489512083741244e-05 }, { "score": 1.9820261001586914, "text": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "probability": 4.213234170757514e-05 }, { "score": 1.9350415468215942, "text": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party. Termination in accordance with the above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party.", "probability": 4.0198557182934946e-05 }, { "score": 1.6630403995513916, "text": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 3.06254069438455e-05 }, { "score": 1.3932961225509644, "text": "Any dispute or difference between the parties hereto arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Commercial Rules of the American Arbitration Association by a panel of three qualified arbitrators.", "probability": 2.3384786929961073e-05 }, { "score": 1.2360154390335083, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "probability": 1.998146304911612e-05 }, { "score": 1.2255167961120605, "text": "Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "probability": 1.9772782153376442e-05 }, { "score": 1.014032006263733, "text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products. 12. OTHER REMEDIES AND RIGHTS. The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party.", "probability": 1.6003725893137407e-05 } ], "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.102386474609375, "probability": 0.9919544338794207 }, { "score": 6.786943435668945, "text": "This Agreement shall bind and inure to the benefit of Auriemma and his successors and permitted assigns.", "probability": 0.0048755559242907144 }, { "score": 5.869604587554932, "text": "This Agreement shall bind and inure to the benefit of Auriemma and his successors and permitted assigns. Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire.", "probability": 0.001948179380811202 }, { "score": 4.312829971313477, "text": "This Agreement shall bind and inure to the benefit of Auriemma and his successors and permitted assigns", "probability": 0.00041070530930284596 }, { "score": 3.865079402923584, "text": "Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire.", "probability": 0.00026246700527392914 }, { "score": 3.6201717853546143, "text": "During the Contract Period:", "probability": 0.00020545309554639184 }, { "score": 2.993480682373047, "text": "This Agreement shall bind and inure to the benefit of Auriemma and his successors and permitted assigns. Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire", "probability": 0.00010978530209196954 }, { "score": 2.1890292167663574, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 4.9110614553055034e-05 }, { "score": 2.165022850036621, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:", "probability": 4.794568592738037e-05 }, { "score": 1.698108434677124, "text": "This Agreement shall bind and inure to the benefit of Auriemma and his successors and permitted assigns. Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire. Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "probability": 3.0058768387843024e-05 }, { "score": 0.9889551401138306, "text": "Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire", "probability": 1.4790737157952287e-05 }, { "score": 0.9618865251541138, "text": "Auriemma expressly agrees and undertakes that:", "probability": 1.4395742485945368e-05 }, { "score": 0.9031420350074768, "text": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services. h) \"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:", "probability": 1.3574431846566164e-05 }, { "score": 0.7609450817108154, "text": "Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 1.1775146232533481e-05 }, { "score": 0.7338800430297852, "text": "\"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement, \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "probability": 1.1460725541316417e-05 }, { "score": 0.5750608444213867, "text": "This", "probability": 9.777724824339278e-06 }, { "score": 0.5077385902404785, "text": "This Agreement shall bind and inure to the benefit of Auriemma and his successors and permitted assigns. Nothing", "probability": 9.141135092017741e-06 }, { "score": 0.3715946674346924, "text": "During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and", "probability": 7.97762417296998e-06 }, { "score": 0.2695913314819336, "text": "This Agreement shall bind and inure to the benefit of Auriemma and his successors and permitted assigns. Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire. Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "probability": 7.204006348034939e-06 }, { "score": 0.12075425684452057, "text": "3. EXCLUSIVITY. Auriemma expressly agrees and undertakes that:", "probability": 6.2077606922775645e-06 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Document Name": [ { "score": 13.119319915771484, "text": "JOINT VENTURE CONTRACT", "probability": 0.48825895568909217 }, { "score": 11.995283126831055, "text": "JOINT VENTURE CONTRACT\n\n CHAPTER 1 GENERAL PROVISIONS\n\n In accordance with the Law of the People's Republic of China on Joint Ventures Using Chinese and Foreign Investment (the \"Joint Venture Law\") and other relevant Chinese laws and regulations, Fengfan Group Limited Liability Company and Valence Technology Inc., in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to establish a joint venture enterprise in Baoding City, Hebei Province of the People's Republic of China.\n\n CHAPTER 2 PARTIES TO THIS CONTRACT\n\nArticle 1 Parties to this Joint Venture Contract", "probability": 0.15866723112592468 }, { "text": "", "score": 11.260979652404785, "probability": 0.07613481486688345 }, { "score": 11.155280113220215, "text": "Joint Venture Contract", "probability": 0.06849810697346698 }, { "score": 10.857612609863281, "text": "BUSINESS MANAGEMENT ORGANISATION", "probability": 0.05086314559050458 }, { "score": 10.572820663452148, "text": "JOINT VENTURE COMPANY", "probability": 0.038257769341833975 }, { "score": 10.163985252380371, "text": "VALENCE TECHNOLOGY, INC. LIABILITY COMPANY", "probability": 0.025419364072289403 }, { "score": 10.04848861694336, "text": "JOINT VENTURE COMPANY\n\nArticle 23\n\nThe Parties hereby agree to establish the Joint Venture Company in accordance with the laws and regulations of the PRC.\n\nArticle 24\n\nName of Joint Venture Company", "probability": 0.022646710581342745 }, { "score": 9.496442794799805, "text": "CHAPTER 4 ESTABLISHMENT AND LEGAL FORM OF THE JOINT VENTURE COMPANY", "probability": 0.01303931195660061 }, { "score": 9.131893157958984, "text": "ESTABLISHMENT AND LEGAL FORM OF THE JOINT VENTURE COMPANY", "probability": 0.009055924226414226 }, { "score": 8.9721097946167, "text": "CHAPTER 4 ESTABLISHMENT AND LEGAL FORM OF THE JOINT VENTURE COMPANY\n\nArticle 23\n\nThe Parties hereby agree to establish the Joint Venture Company in accordance with the laws and regulations of the PRC.\n\nArticle 24\n\nName of Joint Venture Company", "probability": 0.007718621538149776 }, { "score": 8.908110618591309, "text": "LABOR MANAGEMENT", "probability": 0.007240111557935694 }, { "score": 8.870428085327148, "text": "Joint Venture Company", "probability": 0.006972362232081515 }, { "score": 8.838255882263184, "text": "JOINT VENTURE COMPANY", "probability": 0.006751615965343804 }, { "score": 8.619927406311035, "text": "LIABILITY COMPANY", "probability": 0.005427363118998242 }, { "score": 8.607560157775879, "text": "ESTABLISHMENT AND LEGAL FORM OF THE JOINT VENTURE COMPANY\n\nArticle 23\n\nThe Parties hereby agree to establish the Joint Venture Company in accordance with the laws and regulations of the PRC.\n\nArticle 24\n\nName of Joint Venture Company", "probability": 0.005360654919101739 }, { "score": 8.001219749450684, "text": "VALENCE TECHNOLOGY, INC.", "probability": 0.0029233953904446545 }, { "score": 7.917640686035156, "text": "JOINT VENTURE CONTR", "probability": 0.002688992753129726 }, { "score": 7.752919673919678, "text": "JOINT VENTURE CONTRACT\n\n CHAPTER 1 GENERAL PROVISIONS", "probability": 0.00228061620125936 }, { "score": 7.51344108581543, "text": "INESS MANAGEMENT ORGANISATION", "probability": 0.001794931899202694 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Parties": [ { "score": 12.128301620483398, "text": "Baoding Fengfan Group Limited Liability Company (hereinafter referred to as Party A", "probability": 0.08603438429348012 }, { "score": 12.093622207641602, "text": "Baoding Fengfan Group Limited Liability Company", "probability": 0.083101904591614 }, { "score": 12.021907806396484, "text": "Party A", "probability": 0.0773509779119028 }, { "score": 12.021081924438477, "text": "Baoding Fengfan Group Limited Liability Company (hereinafter referred to as Party A), established and existing under the laws of the People's Republic of China (\"PRC\"), registered with the No. 1306001000338 Business License in China.\n\n Legal address: 8 Fuchang Road, Baoding City, Hebei Province, PRC\n\n Legal Representative of Party A:\n\n Name: Mengli Chen\n\n Position: CHAIRMAN AND GENERAL MANAGER\n\n Nationality: Chinese\n\n2. Valence Technology, Inc.,", "probability": 0.07728712150736693 }, { "score": 11.91468620300293, "text": "Party A), established and existing under the laws of the People's Republic of China (\"PRC\"), registered with the No. 1306001000338 Business License in China.\n\n Legal address: 8 Fuchang Road, Baoding City, Hebei Province, PRC\n\n Legal Representative of Party A:\n\n Name: Mengli Chen\n\n Position: CHAIRMAN AND GENERAL MANAGER\n\n Nationality: Chinese\n\n2. Valence Technology, Inc.,", "probability": 0.06948643934768696 }, { "score": 11.801414489746094, "text": "Baoding Fengfan Group Limited Liability Company (hereinafter referred to as Party A), established and existing under the laws of the People's Republic of China (\"PRC\"), registered with the No. 1306001000338 Business License in China.\n\n Legal address: 8 Fuchang Road, Baoding City, Hebei Province, PRC\n\n Legal Representative of Party A:\n\n Name: Mengli Chen\n\n Position: CHAIRMAN AND GENERAL MANAGER\n\n Nationality: Chinese\n\n2. Valence Technology, Inc., (hereinafter referred to as Party B", "probability": 0.06204499843336394 }, { "score": 11.741300582885742, "text": "Party B", "probability": 0.05842512360939568 }, { "text": "", "score": 11.732858657836914, "probability": 0.0579339791142506 }, { "score": 11.69502067565918, "text": "Party A), established and existing under the laws of the People's Republic of China (\"PRC\"), registered with the No. 1306001000338 Business License in China.\n\n Legal address: 8 Fuchang Road, Baoding City, Hebei Province, PRC\n\n Legal Representative of Party A:\n\n Name: Mengli Chen\n\n Position: CHAIRMAN AND GENERAL MANAGER\n\n Nationality: Chinese\n\n2. Valence Technology, Inc., (hereinafter referred to as Party B", "probability": 0.055782828490897635 }, { "score": 11.693391799926758, "text": "Valence Technology, Inc.,", "probability": 0.05569203915762761 }, { "score": 11.606832504272461, "text": "Baoding Fengfan Group Limited Liability Company (hereinafter referred to as Party A), established and existing under the laws of the People's Republic of China (\"PRC", "probability": 0.05107412033259793 }, { "score": 11.50043773651123, "text": "Party A), established and existing under the laws of the People's Republic of China (\"PRC", "probability": 0.04591919171089437 }, { "score": 11.473726272583008, "text": "Valence Technology, Inc., (hereinafter referred to as Party B", "probability": 0.04470885971136913 }, { "score": 11.058267593383789, "text": "Party B", "probability": 0.029509522462993706 }, { "score": 11.037193298339844, "text": "PRC\"), registered with the No. 1306001000338 Business License in China.\n\n Legal address: 8 Fuchang Road, Baoding City, Hebei Province, PRC\n\n Legal Representative of Party A:\n\n Name: Mengli Chen\n\n Position: CHAIRMAN AND GENERAL MANAGER\n\n Nationality: Chinese\n\n2. Valence Technology, Inc.,", "probability": 0.028894137260208164 }, { "score": 11.01992416381836, "text": "Baoding Fengfan Group Limited Liability Company (hereinafter referred to as Party A", "probability": 0.028399444270877327 }, { "score": 10.817527770996094, "text": "PRC\"), registered with the No. 1306001000338 Business License in China.\n\n Legal address: 8 Fuchang Road, Baoding City, Hebei Province, PRC\n\n Legal Representative of Party A:\n\n Name: Mengli Chen\n\n Position: CHAIRMAN AND GENERAL MANAGER\n\n Nationality: Chinese\n\n2. Valence Technology, Inc., (hereinafter referred to as Party B", "probability": 0.023195845380905963 }, { "score": 10.816009521484375, "text": "Baoding Fengfan Group Limited Liability Company", "probability": 0.023160655020615883 }, { "score": 10.728947639465332, "text": "Baoding Fengfan Group Limited Liability Company (hereinafter referred to as Party A), established and existing under the laws of the People's Republic of China (\"PRC\"), registered with the No. 1306001000338 Business License in China.\n\n Legal address: 8 Fuchang Road, Baoding City, Hebei Province, PRC\n\n Legal Representative of Party A", "probability": 0.021229528210541707 }, { "score": 10.707011222839355, "text": "Party A", "probability": 0.020768899181409485 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Agreement Date": [ { "score": 13.3470458984375, "text": "November 8, 2002", "probability": 0.4789169351769963 }, { "score": 13.18586254119873, "text": "November 8, 2002", "probability": 0.4076234420737742 }, { "text": "", "score": 11.238512992858887, "probability": 0.05814816160740203 }, { "score": 10.635456085205078, "text": "November 8, 2002.", "probability": 0.031814983439161316 }, { "score": 10.142844200134277, "text": "November 8, 2002.", "probability": 0.01943985754509563 }, { "score": 7.003920078277588, "text": "IN WITNESS WHEREOF, the duly authorized representative of each Party has signed this Contract in Baoding, People's Republic of China on November 8, 2002", "probability": 0.0008423171686768133 }, { "score": 6.535506725311279, "text": "this Contract in Baoding, People's Republic of China on November 8, 2002", "probability": 0.0005272860945973788 }, { "score": 6.192363739013672, "text": "8, 2002", "probability": 0.00037412886202511204 }, { "score": 6.132770538330078, "text": "Baoding, People's Republic of China on November 8, 2002", "probability": 0.00035248465460039296 }, { "score": 6.076149940490723, "text": "8, 2002", "probability": 0.0003330812620589079 }, { "score": 5.831588268280029, "text": "IN WITNESS WHEREOF, the duly authorized representative of each Party has signed this Contract in Baoding, People's Republic of China on November 8, 2002", "probability": 0.0002608185143676159 }, { "score": 5.756328582763672, "text": "November", "probability": 0.0002419098491768593 }, { "score": 5.50840950012207, "text": "Baoding, People's Republic of China on November 8, 2002", "probability": 0.0001887920321165248 }, { "score": 5.319276809692383, "text": "November 8", "probability": 0.0001562587613396881 }, { "score": 5.305958271026611, "text": "Contract in Baoding, People's Republic of China on November 8, 2002", "probability": 0.00015419142052346864 }, { "score": 5.232807636260986, "text": ", 2002", "probability": 0.00014331488267166202 }, { "score": 5.208739757537842, "text": "this Contract in Baoding, People's Republic of China on November 8, 2002", "probability": 0.00013990677493241438 }, { "score": 5.060088634490967, "text": "November", "probability": 0.00012058141698681186 }, { "score": 5.057423114776611, "text": ", 2002", "probability": 0.00012026043282750015 }, { "score": 4.8857316970825195, "text": "November 8, 2002.\n\nFENGFAN GROUP LIMITED VALENCE TECHNOLOGY, INC. LIABILITY COMPANY\n\nBy: /S/ CHEN MENGLI By: /S/ DEEPAK SWAMY ---------------------------- --------------------------------\n\nName: CHEN MENGLI Name: DEEPAK SWAMY\n\nTitle: CHAIRMAN OF THE BOARD Title: VICE PRESIDENT OF LICENSING OPERATIONS\n\nNationality: P.R. CHINA Nationality: AMERICAN", "probability": 0.00010128803066906819 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Effective Date": [ { "score": 15.49052619934082, "text": "\"Effective Date\" means the effective date of this Contract, which shall be the date on which this Contract and the Articles of Association have been approved by the Examination and Approval Authority.", "probability": 0.7876665691079996 }, { "score": 13.073780059814453, "text": "This Contract shall take effect after it is approved by the Examination and Approval Authority.", "probability": 0.07026885881958328 }, { "score": 12.960834503173828, "text": "The date of registration of the Joint Venture Company shall be the date of the establishment of the board of directors of the Joint Venture Contract.", "probability": 0.06276409463545281 }, { "score": 12.441519737243652, "text": "\"Company Establishment Date\" means the date of issuance of the Business License.\n\nArticle 9\n\n\"Contract Term\" means the term of this Contract as set forth in Chapter 18, including any extension thereof.\n\nArticle 10\n\n\"Effective Date\" means the effective date of this Contract, which shall be the date on which this Contract and the Articles of Association have been approved by the Examination and Approval Authority.", "probability": 0.03734012189477083 }, { "text": "", "score": 11.750539779663086, "probability": 0.01871056700947702 }, { "score": 11.444400787353516, "text": "November 8, 2002", "probability": 0.013776296255904333 }, { "score": 9.702820777893066, "text": "The Contract for Technology Investment shall be signed by the Parties simultaneously with the signing of this Joint Venture Contract and shall come into effect upon its approval by the Examination and Approval Authority.", "probability": 0.002414203558360417 }, { "score": 9.371602058410645, "text": "\"Company Establishment Date\" means the date of issuance of the Business License.", "probability": 0.0017335142799173803 }, { "score": 9.032382011413574, "text": "The date that the Business License is issued is the Establishment Date of the Joint Venture Company.", "probability": 0.0012348267498706418 }, { "score": 8.753629684448242, "text": "November 8, 2002.", "probability": 0.000934427113575966 }, { "score": 8.558469772338867, "text": "The date of registration of the Joint Venture Company shall be the date of the establishment of the board of directors of the Joint Venture Contract", "probability": 0.0007687560712428108 }, { "score": 8.21612548828125, "text": "\" China\" or \"PRC\" means the People's Republic of China.\n\nArticle 8\n\n\"Company Establishment Date\" means the date of issuance of the Business License.\n\nArticle 9\n\n\"Contract Term\" means the term of this Contract as set forth in Chapter 18, including any extension thereof.\n\nArticle 10\n\n\"Effective Date\" means the effective date of this Contract, which shall be the date on which this Contract and the Articles of Association have been approved by the Examination and Approval Authority.", "probability": 0.0005458965192412443 }, { "score": 7.988402366638184, "text": "The Joint Venture Company's first fiscal year shall commence on the date that the Joint Venture Company receives a business license and shall end on the immediately succeeding December 31.", "probability": 0.0004347218107266611 }, { "score": 7.708566665649414, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company.", "probability": 0.00032860966241098966 }, { "score": 7.706234931945801, "text": "\"Effective Date\" means the effective date of this Contract, which shall be the date on which this Contract and the Articles of Association have been approved by the Examination and Approval Authority", "probability": 0.0003278443248143079 }, { "score": 7.589807510375977, "text": "Effective Date\" means the effective date of this Contract, which shall be the date on which this Contract and the Articles of Association have been approved by the Examination and Approval Authority.", "probability": 0.00029181249473194385 }, { "score": 7.014416694641113, "text": "\"Company Establishment Date\" means the date of issuance of the Business License.", "probability": 0.00016414015047407565 }, { "score": 6.5384368896484375, "text": "The first meeting of the Board of Directors shall be held within one (1) month from the Company Establishment Date.", "probability": 0.0001019763408523022 }, { "score": 6.483039855957031, "text": "\"Contract Term\" means the term of this Contract as set forth in Chapter 18, including any extension thereof.\n\nArticle 10\n\n\"Effective Date\" means the effective date of this Contract, which shall be the date on which this Contract and the Articles of Association have been approved by the Examination and Approval Authority.", "probability": 9.648077833435779e-05 }, { "score": 6.480981826782227, "text": "IN WITNESS WHEREOF, the duly authorized representative of each Party has signed this Contract in Baoding, People's Republic of China on November 8, 2002", "probability": 9.628242225904397e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Expiration Date": [ { "score": 14.805418014526367, "text": "The Contract Term shall extend for a period of fifty (50) years.", "probability": 0.3982083039088263 }, { "score": 14.439766883850098, "text": "The Contract Term shall extend for a period of fifty (50) years.", "probability": 0.2762549342883469 }, { "score": 14.153406143188477, "text": "The Joint Venture Company's first fiscal year shall commence on the date that the Joint Venture Company receives a business license and shall end on the immediately succeeding December 31.", "probability": 0.2074651499854894 }, { "score": 12.749452590942383, "text": "\"Contract Term\" means the term of this Contract as set forth in Chapter 18, including any extension thereof.", "probability": 0.050958410591462576 }, { "text": "", "score": 11.687309265136719, "probability": 0.017617037888770018 }, { "score": 11.556605339050293, "text": "Directors shall be appointed for a term of four (4) years, provided that the Party who has appointed a director may remove that director and appoint a replacement at any time.", "probability": 0.015458554965536608 }, { "score": 10.961572647094727, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company.", "probability": 0.00852608150256638 }, { "score": 10.92695140838623, "text": "This Chapter 17 and the obligations and benefits hereunder shall survive the expiration or early termination of this Contract and shall remain in effect for the periods stated herein, notwithstanding the dissolution or liquidation of the Joint Venture Company.", "probability": 0.008235949346452226 }, { "score": 10.265408515930176, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company.", "probability": 0.004250198749494327 }, { "score": 10.22960090637207, "text": "Directors shall be appointed for a term of four (4) years, provided that the Party who has appointed a director may remove that director and appoint a replacement at any time.", "probability": 0.004100701829023784 }, { "score": 10.133953094482422, "text": "The Contract Term shall extend for a period of fifty (50) years", "probability": 0.0037266523038348006 }, { "score": 9.464309692382812, "text": "\"Contract Term\" means the term of this Contract as set forth in Chapter 18, including any extension thereof.\n\nArticle 10\n\n\"Effective Date\" means the effective date of this Contract, which shall be the date on which this Contract and the Articles of Association have been approved by the Examination and Approval Authority.", "probability": 0.0019076400894755476 }, { "score": 8.760882377624512, "text": "The Contract Term shall extend for a period of fifty (50) years", "probability": 0.0009440648748160702 }, { "score": 8.066104888916016, "text": "The Joint Venture Company's first fiscal year shall commence on the date that the Joint Venture Company receives a business license and shall end on the immediately succeeding December 31", "probability": 0.0004712635060467926 }, { "score": 7.987382411956787, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company. Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "probability": 0.000435587163222563 }, { "score": 7.902128219604492, "text": "This Contract shall take effect after it is approved by the Examination and Approval Authority.", "probability": 0.000399990472904766 }, { "score": 7.621644496917725, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company. Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.\n\n Page 24\n\n CHAPTER 20 TERMINATION AND LIQUIDATION\n\nArticle 104\n\nEach Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 0.00030216009910707036 }, { "score": 7.541626453399658, "text": "Directors shall be appointed for a term of four (4) years, provided that the Party who has appointed a director may remove that director and appoint a replacement at any time", "probability": 0.0002789238938978192 }, { "score": 7.395105361938477, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company", "probability": 0.00024090866335325152 }, { "score": 7.292821407318115, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company. Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "probability": 0.0002174858773724941 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Renewal Term": [ { "score": 12.99838638305664, "text": "The Contract Term shall extend for a period of fifty (50) years.", "probability": 0.26722228046161056 }, { "score": 12.892024993896484, "text": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "probability": 0.2402594627056948 }, { "score": 12.86979866027832, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company. Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "probability": 0.2349782837662821 }, { "score": 12.384323120117188, "text": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "probability": 0.14460668797452447 }, { "text": "", "score": 11.510032653808594, "probability": 0.06032382261155407 }, { "score": 10.95500373840332, "text": "If an event of Force Majeure occurs, a Party's obligations under this Contract affected by such an event shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty, for a period equal to such suspension.", "probability": 0.034629231917875425 }, { "score": 8.793919563293457, "text": "If an event of Force Majeure occurs, a Party's obligations under this Contract affected by such an event shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty, for a period equal to such suspension.", "probability": 0.003989292924862892 }, { "score": 8.535966873168945, "text": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term", "probability": 0.0030822545108547695 }, { "score": 8.513740539550781, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company. Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term", "probability": 0.003014503016593852 }, { "score": 8.06811237335205, "text": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term", "probability": 0.001930553623703728 }, { "score": 7.927694320678711, "text": "The Contract Term shall extend for a period of fifty (50) years", "probability": 0.0016776412026367144 }, { "score": 7.631167411804199, "text": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.\n\n Page 24\n\n CHAPTER 20 TERMINATION AND LIQUIDATION\n\nArticle 104\n\nEach Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 0.0012471511270975761 }, { "score": 7.368084907531738, "text": "The date that the Business License is issued is the Establishment Date of the Joint Venture Company. Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "probability": 0.0009586582270163226 }, { "score": 7.2598371505737305, "text": "If an event of Force Majeure occurs, a Party's obligations under this Contract affected by such an event shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty, for a period equal to such suspension", "probability": 0.0008603049071817129 }, { "score": 6.827439308166504, "text": "\"Contract Term\" means the term of this Contract as set forth in Chapter 18, including any extension thereof.", "probability": 0.000558295854594879 }, { "score": 6.1332807540893555, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company.", "probability": 0.000278865747195183 }, { "score": 5.621787071228027, "text": "If an event of Force Majeure occurs, a Party's obligations under this Contract affected by such an event shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty, for a period equal to such suspension", "probability": 0.00016720770636710362 }, { "score": 4.806197166442871, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company", "probability": 7.396905910136082e-05 }, { "score": 4.772985458374023, "text": "Upon", "probability": 7.15527669953437e-05 }, { "score": 4.750758171081543, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company. Upon", "probability": 6.997988825705901e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.889752388000488, "probability": 0.5008036929796089 }, { "score": 10.850790023803711, "text": "The Contract Term shall extend for a period of fifty (50) years.", "probability": 0.17719517872851623 }, { "score": 10.794656753540039, "text": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "probability": 0.16752264890356727 }, { "score": 9.789587020874023, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company. Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "probability": 0.06131649092784083 }, { "score": 9.43522834777832, "text": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "probability": 0.04302107679794601 }, { "score": 8.181265830993652, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 0.012277000536673374 }, { "score": 8.145670890808105, "text": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.\n\n Page 24\n\n CHAPTER 20 TERMINATION AND LIQUIDATION\n\nArticle 104\n\nEach Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 0.011847687451055407 }, { "score": 7.562721252441406, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate", "probability": 0.006613963251399112 }, { "score": 7.010607719421387, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 0.003807868277507499 }, { "score": 6.495370864868164, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate", "probability": 0.002274664731530463 }, { "score": 6.447158336639404, "text": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term", "probability": 0.0021675990849442865 }, { "score": 6.38406229019165, "text": "The Contract Term shall extend for a period of fifty (50) years", "probability": 0.0020350575449478857 }, { "score": 6.342275619506836, "text": "If any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement. If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 0.001951771507246784 }, { "score": 6.091043472290039, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 0.0015181694170925298 }, { "score": 6.0392045974731445, "text": "If an event of Force Majeure occurs, a Party's obligations under this Contract affected by such an event shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty, for a period equal to such suspension.", "probability": 0.0014414742915028556 }, { "score": 5.723730564117432, "text": "If any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement. If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate", "probability": 0.0010514733488879318 }, { "score": 5.620503902435303, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company. Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term", "probability": 0.0009483474915283096 }, { "score": 5.557020664215088, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company.", "probability": 0.0008900144950049678 }, { "score": 5.2661452293396, "text": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term", "probability": 0.0006653826669923483 }, { "score": 5.2434282302856445, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 0.0006504375662070451 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Governing Law": [ { "score": 14.568613052368164, "text": "The formation, validity, interpretation and implementation of this Contract, and any disputes arising under this Contract, shall be governed by the published laws of the People's Republic of China.", "probability": 0.7682780097461854 }, { "text": "", "score": 12.269033432006836, "probability": 0.07705905216336745 }, { "score": 12.239160537719727, "text": "The activities of the Joint Venture Company shall be governed by the laws, decrees, rules and regulations of China, and its lawful rights and interests shall be protected by the laws, decrees, rules and regulations of China.", "probability": 0.07479111876575814 }, { "score": 10.87706184387207, "text": "The Parties hereby agree to establish the Joint Venture Company in accordance with the laws and regulations of the PRC.", "probability": 0.019155702481375027 }, { "score": 10.780083656311035, "text": "The Joint Venture Company shall be an enterprise legal person under the laws of China. The activities of the Joint Venture Company shall be governed by the laws, decrees, rules and regulations of China, and its lawful rights and interests shall be protected by the laws, decrees, rules and regulations of China.", "probability": 0.017385252049287384 }, { "score": 10.459220886230469, "text": "The formation, validity, interpretation and implementation of this Contract, and any disputes arising under this Contract, shall be governed by the published laws of the People's Republic of China", "probability": 0.012613396877551726 }, { "score": 10.015486717224121, "text": "Matters relating to the recruitment, wages, insurance, welfare, dismissal of the staff and workers of the Joint Venture Company shall be handled in accordance with the LABOR LAW OF THE PEOPLE'S REPUBLIC OF CHINA and the REGULATIONS OF THE PEOPLE'S REPUBLIC OF CHINA ON LABOR MANAGEMENT IN FOREIGN INVESTMENT ENTERPRISES and related PRC regulations.", "probability": 0.008093209075998736 }, { "score": 9.84842586517334, "text": "The Parties hereby agree to establish the Joint Venture Company in accordance with the laws and regulations of the PRC.\n\nArticle 24\n\nName of Joint Venture Company in Chinese characters: [**[VALENCE IN CHINESE] ********]\n\nJoint Venture Company in English: [FENGFAN - VALENCE BATTERY COMPANY, LTD.]\n\nLegal address of Joint Venture Company: [Baoding City High and New Technology Zone, Baoding City, Hebei Province, the People's Republic of China.]\n\nArticle 25\n\nThe Joint Venture Company shall be an enterprise legal person under the laws of China.", "probability": 0.006848053643793317 }, { "score": 9.429563522338867, "text": "Valence Technology, Inc., (hereinafter referred to as Party B), established and existing under the laws of the State of Delaware in the United States of America (\"USA\").", "probability": 0.004504613660612122 }, { "score": 9.07608699798584, "text": "The Joint Venture Company shall be an enterprise legal person under the laws of China.", "probability": 0.003163331059420662 }, { "score": 8.756807327270508, "text": "The Joint Venture Company shall be an enterprise legal person under the laws of China.", "probability": 0.0022987050310680156 }, { "score": 8.372846603393555, "text": "In accordance with the Law of the People's Republic of China on Joint Ventures Using Chinese and Foreign Investment (the \"Joint Venture Law\") and other relevant Chinese laws and regulations, Fengfan Group Limited Liability Company and Valence Technology Inc., in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to establish a joint venture enterprise in Baoding City, Hebei Province of the People's Republic of China.", "probability": 0.0015657817351045727 }, { "score": 8.095758438110352, "text": "established and existing under the laws of the State of Delaware in the United States of America (\"USA\").", "probability": 0.0011868432428060252 }, { "score": 7.376253128051758, "text": "Valence Technology, Inc., (hereinafter referred to as Party B), established and existing under the laws of the State of Delaware in the United States of America (\"USA\").\n\n Registered address: 301 Conestoga Way, Henderson, Nevada 89015, USA\n\n Legal Representative of Party B:\n\n Name: Stephan B. Godevais\n\n Position: CHAIRMAN AND CEO\n\n Nationality: United States of America", "probability": 0.0005779844783044048 }, { "score": 7.335938453674316, "text": "Valence Technology, Inc., (hereinafter referred to as Party B), established and existing under the laws of the State of Delaware in the United States of America (\"USA\").", "probability": 0.0005551466648295088 }, { "score": 7.307442665100098, "text": "Hebei Province, People's Republic of China", "probability": 0.0005395505894078538 }, { "score": 7.085267066955566, "text": "Hebei Province, the People's Republic of China.]\n\nArticle 25\n\nThe Joint Venture Company shall be an enterprise legal person under the laws of China. The activities of the Joint Venture Company shall be governed by the laws, decrees, rules and regulations of China, and its lawful rights and interests shall be protected by the laws, decrees, rules and regulations of China.", "probability": 0.0004320584815632912 }, { "score": 6.99070405960083, "text": "The Parties hereby agree to establish the Joint Venture Company in accordance with the laws and regulations of the PRC", "probability": 0.00039307402217208506 }, { "score": 6.668668746948242, "text": "Baoding City, Hebei Province, People's Republic of China", "probability": 0.0002848499735480469 }, { "score": 6.630805492401123, "text": "The Parties hereby agree to establish the Joint Venture Company in accordance with the laws and regulations of the PRC.\n\nArticle 24\n\nName of Joint Venture Company in Chinese characters: [**[VALENCE IN CHINESE] ********]\n\nJoint Venture Company in English: [FENGFAN - VALENCE BATTERY COMPANY, LTD.]\n\nLegal address of Joint Venture Company: [Baoding City High and New Technology Zone, Baoding City, Hebei Province, the People's Republic of China.]", "probability": 0.0002742662578466806 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Most Favored Nation": [ { "score": 12.561720848083496, "text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.2138365452022321 }, { "score": 12.465009689331055, "text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.1941247040537144 }, { "text": "", "score": 12.049680709838867, "probability": 0.12814619716050168 }, { "score": 11.755424499511719, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "probability": 0.09547988214564246 }, { "score": 11.616146087646484, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.08306613977845655 }, { "score": 11.561162948608398, "text": "In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.", "probability": 0.07862219323276716 }, { "score": 11.10568618774414, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.049857914762354266 }, { "score": 10.792871475219727, "text": "In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.", "probability": 0.036465351757896385 }, { "score": 10.671648025512695, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.\n\n CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.03230232125529121 }, { "score": 9.827165603637695, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.013882883400055272 }, { "score": 9.677397727966309, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.011951882478933704 }, { "score": 9.626068115234375, "text": "of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.011353875993520505 }, { "score": 9.593814849853516, "text": "If one Party's economic benefits are adversely and materially affected by the promulgation of any new laws, rules or regulations of China or the amendment or interpretation of any existing laws, rules or regulations of China after the Effective Date of this Contract, the Parties shall promptly consult with each other and use their best endeavours to implement any adjustments necessary to maintain each Party's economic benefits derived from this Contract on a basis no less favourable than the economic benefits it would have derived if such laws, rules or regulations had not been promulgated or amended or so interpreted.", "probability": 0.010993519001448357 }, { "score": 9.166937828063965, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.00717375262018495 }, { "score": 9.058808326721191, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party", "probability": 0.006438524470287486 }, { "score": 8.970762252807617, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.005895877161322283 }, { "score": 8.88160514831543, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.005392969797035406 }, { "score": 8.82945728302002, "text": "In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.\n\nArticle 74\n\nThe Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article.", "probability": 0.005118944936068953 }, { "score": 8.819313049316406, "text": "Assist the Joint Venture Company, upon request, in applying for all possible preferential tax treatment and other preferential treatment.", "probability": 0.005067279657703179 }, { "score": 8.771198272705078, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.\n\n CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.004829241134584086 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Compete": [ { "score": 13.821053504943848, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.3506156503839275 }, { "score": 13.725375175476074, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.31862417737047705 }, { "score": 12.967638969421387, "text": "The CEO, Deputy CEO and all other Management Personnel shall perform their duties on a full-time basis and shall not concurrently serve as a manager, an employee or a consultant of any other company or enterprise, nor shall they serve as a director of, or hold any interest in, any company or enterprise that competes with the Joint Venture Company.", "probability": 0.14934754025042285 }, { "text": "", "score": 11.940431594848633, "probability": 0.0534672170281098 }, { "score": 11.776363372802734, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.04537677808250888 }, { "score": 11.363594055175781, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.03003102940359384 }, { "score": 10.864520072937012, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.01823161506089984 }, { "score": 10.1664457321167, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.\n\n CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.009071002956146733 }, { "score": 9.56700325012207, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.004981048223470227 }, { "score": 9.435516357421875, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.004367337094422125 }, { "score": 8.890680313110352, "text": "The CEO, Deputy CEO and all other Management Personnel shall perform their duties on a full-time basis and shall not concurrently serve as a manager, an employee or a consultant of any other company or enterprise, nor shall they serve as a director of, or hold any interest in, any company or enterprise that competes with the Joint Venture Company", "probability": 0.0025327797588845574 }, { "score": 8.843245506286621, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.0024154427694639945 }, { "score": 8.806428909301758, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.002328131500417791 }, { "score": 8.572643280029297, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.\n\nArticle 46\n\nParty B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.001842789369572699 }, { "score": 8.419654846191406, "text": "nor shall they serve as a director of, or hold any interest in, any company or enterprise that competes with the Joint Venture Company.", "probability": 0.0015813706193515777 }, { "score": 8.359526634216309, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.001489087832625791 }, { "score": 8.097372055053711, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.001145692388615638 }, { "score": 7.9553422927856445, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.000993997485697179 }, { "score": 7.812068939208984, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.\n\nArticle 46\n\nParty B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.0008613158892383261 }, { "score": 7.598952293395996, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.0006959965321535663 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Exclusivity": [ { "text": "", "score": 12.199477195739746, "probability": 0.46436763801948716 }, { "score": 10.770519256591797, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.11124318076505427 }, { "score": 10.65551471710205, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0991579549469356 }, { "score": 9.854480743408203, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.044508496765225974 }, { "score": 9.853372573852539, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.04445920112315202 }, { "score": 9.656107902526855, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.036499817793197976 }, { "score": 9.633840560913086, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "probability": 0.03569604602305598 }, { "score": 9.591233253479004, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.034207079294434894 }, { "score": 9.550406455993652, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.03283863839944468 }, { "score": 9.287158966064453, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.025238190217394905 }, { "score": 9.123944282531738, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.021437541239091116 }, { "score": 9.11167049407959, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.021176029545553844 }, { "score": 8.184579849243164, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.\n\n CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.00837942432073939 }, { "score": 7.7863006591796875, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration. Party B also guarantees that any new inventions and improvements in the proprietary technology for production of Batteries shall be provided to the Joint Venture Company at no fee, excepting reimbursement of any direct travel or communication costs required for the\n\n\n\n\n\nprovision of such technology, consistent with the terms of the Contract for Technology Investment.", "probability": 0.005626570028157067 }, { "score": 7.535914421081543, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.004380284984225944 }, { "score": 7.23184061050415, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.0032318023237622854 }, { "score": 7.013976097106934, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.002599126593952268 }, { "score": 6.680206298828125, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party", "probability": 0.0018615429091481698 }, { "score": 6.520215034484863, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration", "probability": 0.0015863160853769784 }, { "score": 6.467672348022461, "text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.0015051186226094908 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__No-Solicit Of Customers": [ { "text": "", "score": 12.13846206665039, "probability": 0.3698693267784189 }, { "score": 11.852639198303223, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.2779182217483679 }, { "score": 11.760123252868652, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.2533598876038259 }, { "score": 10.693011283874512, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.08715594537078472 }, { "score": 7.290491104125977, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company", "probability": 0.002901357729064318 }, { "score": 7.197975158691406, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company", "probability": 0.002644978308762312 }, { "score": 6.918976306915283, "text": "(1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0020010339313505585 }, { "score": 6.613543510437012, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the", "probability": 0.0014743706432230512 }, { "score": 6.521027565002441, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the", "probability": 0.0013440874013348732 }, { "score": 4.8457441329956055, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set", "probability": 0.0002516872178849713 }, { "score": 4.753228187561035, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set", "probability": 0.00022944679493664923 }, { "score": 4.262434005737305, "text": "Party", "probability": 0.0001404535726592249 }, { "score": 4.092998504638672, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the", "probability": 0.00011856264721497405 }, { "score": 4.000482559204102, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the", "probability": 0.00010808582029427259 }, { "score": 3.865056276321411, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party", "probability": 9.439605301945655e-05 }, { "score": 3.772540330886841, "text": "Party", "probability": 8.605471506257851e-05 }, { "score": 3.693378448486328, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "probability": 7.950512088293863e-05 }, { "score": 3.6612367630004883, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the", "probability": 7.699032369989167e-05 }, { "score": 3.6406450271606445, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 7.542117053138957e-05 }, { "score": 3.568720817565918, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the", "probability": 7.01870486809895e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Competitive Restriction Exception": [ { "score": 12.738863945007324, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.20446221179925997 }, { "score": 12.56951904296875, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.172610614249905 }, { "score": 12.083633422851562, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.10618179294081444 }, { "text": "", "score": 12.021308898925781, "probability": 0.09976606834366877 }, { "score": 11.651371955871582, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.06891619394538238 }, { "score": 11.61507511138916, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.\n\n CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.06645960645734411 }, { "score": 11.49719524383545, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "probability": 0.05906948565255255 }, { "score": 11.234424591064453, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.04541960413964178 }, { "score": 11.186163902282715, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.04327967530460694 }, { "score": 10.802164077758789, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.029479152180979767 }, { "score": 10.597801208496094, "text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.024030417855799995 }, { "score": 10.412055969238281, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.01995690501040844 }, { "score": 10.117034912109375, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.014858233293277864 }, { "score": 9.711645126342773, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.009906234994900547 }, { "score": 9.540197372436523, "text": "The CEO, Deputy CEO and all other Management Personnel shall perform their duties on a full-time basis and shall not concurrently serve as a manager, an employee or a consultant of any other company or enterprise, nor shall they serve as a director of, or hold any interest in, any company or enterprise that competes with the Joint Venture Company.", "probability": 0.008345451020600072 }, { "score": 9.354118347167969, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.006928460075566457 }, { "score": 9.347854614257812, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.006885197685649727 }, { "score": 9.156002044677734, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.005683238761405233 }, { "score": 8.915593147277832, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.00446876631025642 }, { "score": 8.610185623168945, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.\n\n CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.", "probability": 0.0032926899779793495 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__No-Solicit Of Employees": [ { "text": "", "score": 12.226682662963867, "probability": 0.9790885284389383 }, { "score": 7.038611888885498, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.005466022980602332 }, { "score": 7.00072717666626, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.005262817762241486 }, { "score": 6.486003875732422, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.0031454069530745194 }, { "score": 6.14168643951416, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.002229162250364459 }, { "score": 5.938823699951172, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.0018198664200972346 }, { "score": 5.900938987731934, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.0017522109501887126 }, { "score": 4.33720064163208, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 0.0003668288254227886 }, { "score": 3.1936140060424805, "text": "Assist the Joint Venture Company, upon request, in recruiting Chinese management personnel, technical personnel, workers and other required personnel.", "probability": 0.00011689880989854389 }, { "score": 3.1656494140625, "text": "(2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.0001136750677760721 }, { "score": 3.019782066345215, "text": "(1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 9.82462171993458e-05 }, { "score": 2.9928183555603027, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 9.563253031471805e-05 }, { "score": 2.8868603706359863, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact;", "probability": 8.601786889427599e-05 }, { "score": 2.848975658416748, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact;", "probability": 8.282006312331123e-05 }, { "score": 2.4258100986480713, "text": "Members of the liquidation committee may, but need not be, directors or senior employees of the Joint Venture Company.", "probability": 5.4244672266194635e-05 }, { "score": 2.3765709400177, "text": "In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 5.163840207214152e-05 }, { "score": 2.349181652069092, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 5.024325624956188e-05 }, { "score": 2.1524436473846436, "text": "The CEO, Deputy CEO and all other Management Personnel shall perform their duties on a full-time basis and shall not concurrently serve as a manager, an employee or a consultant of any other company or enterprise, nor shall they serve as a director of, or hold any interest in, any company or enterprise that competes with the Joint Venture Company.", "probability": 4.127010257651715e-05 }, { "score": 2.14923095703125, "text": "this Contract and dissolve the Joint Venture Company", "probability": 4.11377272703785e-05 }, { "score": 2.05212140083313, "text": "The recruitment and dismissal of the Senior Management Personnel of the Joint Venture Company;", "probability": 3.733070142914261e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Disparagement": [ { "text": "", "score": 11.716041564941406, "probability": 0.9910863960455123 }, { "score": 6.31112003326416, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.00445434569142379 }, { "score": 4.7562689781188965, "text": "Except as provided in Article 78, expatriate personnel and Chinese personnel in the same position shall be treated equally and without discrimination.", "probability": 0.0009408506410676573 }, { "score": 4.427560806274414, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.0006772742124937861 }, { "score": 4.418677806854248, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 0.0006712846281792048 }, { "score": 4.186781883239746, "text": "In case of graft or serious dereliction of duty on the part of the CEO, Deputy CEO and other management personnel of the Joint Venture Company, the Board of Directors shall have the power to dismiss such individuals at any time pursuant to the provisions of relevant PRC law.", "probability": 0.0005323479455169975 }, { "score": 4.006929874420166, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.000444720190792576 }, { "score": 3.6487035751342773, "text": "any government authority having authority over any Party requires any provision of this Contract or the Articles of Association to be revised in such a way as to cause significant adverse consequences to the Joint Venture Company or any Party;", "probability": 0.0003108215646373397 }, { "score": 3.410752058029175, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.00024500227182857676 }, { "score": 3.3512520790100098, "text": "If the non-passage under this Article 55 of a resolution concerning management or financial matters results in a material adverse effect on the economic benefits derived by one or both Parties from their respective investments in the Joint Venture Company, then a Party whose benefits are adversely and materially affected may terminate this Contract.", "probability": 0.00023084985117088514 }, { "score": 2.5114588737487793, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 9.968092144138402e-05 }, { "score": 1.9036707878112793, "text": "any government authority having authority over any Party requires any provision of this Contract or the Articles of Association to be revised in such a way as to cause significant adverse consequences to the Joint Venture Company or any Party", "probability": 5.4281648947601234e-05 }, { "score": 1.8219283819198608, "text": "any government authority having authority over any Party requires any provision of this Contract or the Articles of Association to be revised in such a way as to cause significant adverse consequences to the Joint Venture Company or any Party;\n\n (6) the conditions or consequences of Force Majeure prevail with the", "probability": 5.002104451417229e-05 }, { "score": 1.5094901323318481, "text": "(3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 3.659843784164338e-05 }, { "score": 1.4181114435195923, "text": "(2) the other Party materially breaches this Contract or materially violates the Articles of Association, and such breach or violation is not cured within sixty (60) days of written notice to the breaching/violating Party;", "probability": 3.3402370441337906e-05 }, { "score": 1.3148925304412842, "text": "Both", "probability": 3.0126583528283706e-05 }, { "score": 1.2029871940612793, "text": "Both Party A", "probability": 2.693704883943168e-05 }, { "score": 1.2025220394134521, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract.\n\nArticle 46\n\nParty B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 2.6924521859682568e-05 }, { "score": 1.120293140411377, "text": "(5) any government authority having authority over any Party requires any provision of this Contract or the Articles of Association to be revised in such a way as to cause significant adverse consequences to the Joint Venture Company or any Party;", "probability": 2.4799129844836883e-05 }, { "score": 1.0594496726989746, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 2.3335250118458676e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Termination For Convenience": [ { "text": "", "score": 11.722077369689941, "probability": 0.48894175399386686 }, { "score": 10.201403617858887, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 0.10686534864064307 }, { "score": 10.034849166870117, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 0.09046971619930862 }, { "score": 9.67581844329834, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate", "probability": 0.06317978822907537 }, { "score": 9.462259292602539, "text": "If any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement. If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 0.05103059183560173 }, { "score": 9.455204010009766, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 0.0506718236828758 }, { "score": 9.207311630249023, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate", "probability": 0.03954651723160183 }, { "score": 8.936675071716309, "text": "If any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement. If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate", "probability": 0.03016978937638753 }, { "score": 8.48621940612793, "text": "If any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement. If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 0.019228343343996254 }, { "score": 8.321033477783203, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 0.016300560243463675 }, { "score": 7.795498847961426, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 0.009637529965688958 }, { "score": 7.658682346343994, "text": "If any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement. If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate", "probability": 0.008405181379225529 }, { "score": 7.425312042236328, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n", "probability": 0.0066557293653598006 }, { "score": 7.146106719970703, "text": "If any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement.", "probability": 0.005034291091718931 }, { "score": 7.130545616149902, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company", "probability": 0.004956558337667202 }, { "score": 6.5717997550964355, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company", "probability": 0.002834784032597316 }, { "score": 6.340744495391846, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:\n\n (1) in the event that either party fails to make its capital contribution, in whole or in part, within [90] days of the due date, or in the event that any of the conditions precedent set forth in Article 34 of this Contract have not been satisfied or waived within [120] days of the date on which this Contract is signed by the parties;", "probability": 0.00224995562904029 }, { "score": 5.876682281494141, "text": "If any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement. If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n", "probability": 0.0014146020880613146 }, { "score": 5.832655906677246, "text": "If any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement. If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company", "probability": 0.0013536733630619918 }, { "score": 5.581915855407715, "text": "If any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement. If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company", "probability": 0.0010534619707576866 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.260725021362305, "probability": 0.19969737794769626 }, { "score": 12.211030960083008, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "probability": 0.19001614630449562 }, { "score": 12.06341552734375, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.16393887031559534 }, { "score": 11.642648696899414, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.10763294551176955 }, { "score": 11.27377986907959, "text": "The Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article.", "probability": 0.07442991602250812 }, { "score": 11.209053039550781, "text": "The Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article.", "probability": 0.06976490771655322 }, { "score": 11.15170669555664, "text": "In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.\n\nArticle 74\n\nThe Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article.", "probability": 0.06587669812866004 }, { "score": 10.958974838256836, "text": "In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.", "probability": 0.05432871601853851 }, { "score": 10.012897491455078, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.021093724527183638 }, { "score": 9.784480094909668, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party", "probability": 0.01678621785458416 }, { "score": 9.592130661010742, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.013848940756417145 }, { "score": 8.611806869506836, "text": "The Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article. Any party so entrusted shall use its best endeavors to accomplish the purpose of the entrustment.", "probability": 0.005195978487125211 }, { "score": 8.554460525512695, "text": "In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.\n\nArticle 74\n\nThe Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article. Any party so entrusted shall use its best endeavors to accomplish the purpose of the entrustment.", "probability": 0.0049063908701787425 }, { "score": 8.307372093200684, "text": "The Joint Venture Company has the right to purchase equipment, machinery, raw materials, etc. required for the Joint Venture Company's production and operations. In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.\n\nArticle 74\n\nThe Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article.", "probability": 0.0038322426580039643 }, { "score": 8.114640235900879, "text": "The Joint Venture Company has the right to purchase equipment, machinery, raw materials, etc. required for the Joint Venture Company's production and operations. In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.", "probability": 0.0031604623333458723 }, { "score": 8.053984642028809, "text": "The Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article. Any party so entrusted shall use its best endeavors to accomplish the purpose of the entrustment.", "probability": 0.0029744606577378823 }, { "score": 6.68684720993042, "text": "The Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article. Any party so entrusted shall use its best endeavors to accomplish the purpose of the entrustment. The price shall be fair and reasonable. The party so entrusted shall follow the internationally accepted procedures to purchase materials when their quantity is large. The other party and the Joint Venture Company shall supervise the action of purchasing.", "probability": 0.0007579978717565324 }, { "score": 6.6295013427734375, "text": "In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.\n\nArticle 74\n\nThe Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article. Any party so entrusted shall use its best endeavors to accomplish the purpose of the entrustment. The price shall be fair and reasonable. The party so entrusted shall follow the internationally accepted procedures to purchase materials when their quantity is large. The other party and the Joint Venture Company shall supervise the action of purchasing.", "probability": 0.000715752696088 }, { "score": 6.340421676635742, "text": "The Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article. Any party so entrusted shall use its best endeavors to accomplish the purpose of the entrustment. The price shall be fair and reasonable. The party so entrusted shall follow the internationally accepted procedures to purchase materials when their quantity is large.", "probability": 0.0005360647975066429 }, { "score": 6.28307580947876, "text": "In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.\n\nArticle 74\n\nThe Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article. Any party so entrusted shall use its best endeavors to accomplish the purpose of the entrustment. The price shall be fair and reasonable. The party so entrusted shall follow the internationally accepted procedures to purchase materials when their quantity is large.", "probability": 0.0005061885242554981 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Change Of Control": [ { "text": "", "score": 12.268413543701172, "probability": 0.4675802042125452 }, { "score": 11.332475662231445, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party.", "probability": 0.18339329731738072 }, { "score": 10.459983825683594, "text": "Upon receipt of approval from the Examination and Approval Authority, the Joint Venture Company shall register the change in ownership with the competent Administration for Industry and Commerce.", "probability": 0.07664168932874794 }, { "score": 10.295880317687988, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 0.065042289615728 }, { "score": 9.859363555908203, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after", "probability": 0.042035769308353496 }, { "score": 9.854854583740234, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 0.04184665786400187 }, { "score": 9.071479797363281, "text": "Party A and its Affiliates shall not at any time during or after", "probability": 0.019118130917596936 }, { "score": 8.98796272277832, "text": "Merger of the Joint Venture Company with another organization;", "probability": 0.017586297943609237 }, { "score": 8.813408851623535, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate", "probability": 0.014769528921405812 }, { "score": 8.573735237121582, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.01162191555014172 }, { "score": 8.338569641113281, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party. Each Party agrees promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect a transfer of registered capital for which the foregoing consent has been obtained. Upon receipt of approval from the Examination and Approval Authority, the Joint Venture Company shall register the change in ownership with the competent Administration for Industry and Commerce.", "probability": 0.009186426289302677 }, { "score": 8.19786262512207, "text": "Merger of the Joint Venture Company with another organization;\n\no Major investment by the Joint Venture Company;\n\no Distribution of profit of the Joint Venture Company;\n\no The recruitment and dismissal of the Senior Management Personnel of the Joint Venture Company;\n\no Transfer of a part of all of either Party's interest in the registered capital of the Joint Venture Company;", "probability": 0.00798065090555829 }, { "score": 8.068934440612793, "text": "Termination and dissolution of the Joint Venture Company;\n\no Merger of the Joint Venture Company with another organization;", "probability": 0.007015288162365345 }, { "score": 7.939723014831543, "text": "Merger of the Joint Venture Company with another organization;", "probability": 0.006164952087908655 }, { "score": 7.911521911621094, "text": "Each Party agrees promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect a transfer of registered capital for which the foregoing consent has been obtained. Upon receipt of approval from the Examination and Approval Authority, the Joint Venture Company shall register the change in ownership with the competent Administration for Industry and Commerce.", "probability": 0.0059935222543975345 }, { "score": 7.8647847175598145, "text": "Transfer of a part of all of either Party's interest in the registered capital of the Joint Venture Company;", "probability": 0.005719847062365757 }, { "score": 7.787109851837158, "text": "The following matters shall require the unanimous assent of all the directors:\n\no Amendment of the Articles of Association;\n\no Termination and dissolution of the Joint Venture Company;\n\no Merger of the Joint Venture Company with another organization;\n\no Major investment by the Joint Venture Company;\n\no Distribution of profit of the Joint Venture Company;\n\no The recruitment and dismissal of the Senior Management Personnel of the Joint Venture Company;\n\no Transfer of a part of all of either Party's interest in the registered capital of the Joint Venture Company;", "probability": 0.005292375510940798 }, { "score": 7.641772270202637, "text": "this Contract and dissolve the Joint Venture Company", "probability": 0.0045764776048867785 }, { "score": 7.572342395782471, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party", "probability": 0.004269512900496243 }, { "score": 7.547598838806152, "text": "Merger of the Joint Venture Company with another organization;\n\no Major investment by the Joint Venture Company;\n\no Distribution of profit of the Joint Venture Company;\n\no The recruitment and dismissal of the Senior Management Personnel of the Joint Venture Company;\n\no Transfer of a part of all of either Party's interest in the registered capital of the Joint Venture Company;\n\no Increase and decrease of the Joint Venture Company's registered capital; and\n\no The examination and approval of the annual financial report of the Joint Venture Company.", "probability": 0.004165166242266868 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Anti-Assignment": [ { "score": 14.585616111755371, "text": "Except as otherwise provided herein, this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority.", "probability": 0.454377006857767 }, { "score": 14.252219200134277, "text": "Except as otherwise provided herein, this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority.", "probability": 0.32555465335296657 }, { "score": 13.162647247314453, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party.", "probability": 0.10950370678270893 }, { "score": 12.578079223632812, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party.", "probability": 0.061031515414612804 }, { "text": "", "score": 12.149328231811523, "probability": 0.039751174390442 }, { "score": 10.115297317504883, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.005199739201494542 }, { "score": 8.924564361572266, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party", "probability": 0.0015807122155973399 }, { "score": 8.465266227722168, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party", "probability": 0.00099857839243093 }, { "score": 7.910159587860107, "text": "Except as otherwise provided herein, this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority", "probability": 0.0005731950270267902 }, { "score": 7.2988600730896, "text": "this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority.", "probability": 0.0003110415502476547 }, { "score": 6.961623191833496, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party. Each Party agrees promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect a transfer of registered capital for which the foregoing consent has been obtained.", "probability": 0.00022200271778711792 }, { "score": 6.570216178894043, "text": "Article 121\n\nExcept as otherwise provided herein, this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority.", "probability": 0.0001500971289901263 }, { "score": 6.429455757141113, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration. Party B also guarantees that any new inventions and improvements in the proprietary technology for production of Batteries shall be provided to the Joint Venture Company at no fee, excepting reimbursement of any direct travel or communication costs required for the\n\n\n\n\n\nprovision of such technology, consistent with the terms of the Contract for Technology Investment.", "probability": 0.00013038898686762438 }, { "score": 6.233505725860596, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party. Each Party agrees promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect a transfer of registered capital for which the foregoing consent has been obtained. Upon receipt of approval from the Examination and Approval Authority, the Joint Venture Company shall register the change in ownership with the competent Administration for Industry and Commerce.", "probability": 0.0001071866983207277 }, { "score": 6.20621919631958, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration", "probability": 0.0001043014880129283 }, { "score": 6.093386173248291, "text": "this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority.", "probability": 9.317249922877848e-05 }, { "score": 6.081231117248535, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party:", "probability": 9.204683738364222e-05 }, { "score": 5.874462127685547, "text": "Except as otherwise provided herein, this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority", "probability": 7.48531773801831e-05 }, { "score": 5.840327262878418, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company", "probability": 7.234119134852403e-05 }, { "score": 5.839565277099609, "text": "Except", "probability": 7.228608938561656e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Revenue/Profit Sharing": [ { "score": 13.183053016662598, "text": "Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital.", "probability": 0.20089242261192844 }, { "score": 13.110963821411133, "text": "Subject to the foregoing, the Parties shall share the Joint Venture Company's profits, and bear the losses and risks arising from their investments in the Joint Venture Company, in proportion to their respective shares of the Joint Venture Company's registered capital.", "probability": 0.18691993286077555 }, { "score": 12.997403144836426, "text": "Party A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital. Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital.", "probability": 0.1668540840162622 }, { "score": 12.537717819213867, "text": "Party A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital.", "probability": 0.10536540500263583 }, { "text": "", "score": 12.08375358581543, "probability": 0.06691814279038664 }, { "score": 11.893474578857422, "text": "of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.05532313171483755 }, { "score": 11.736162185668945, "text": "of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.047270136047882556 }, { "score": 11.455310821533203, "text": "The Joint Venture Company's registered capital shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000), including:\n\nParty A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital. Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital.", "probability": 0.03569559738983888 }, { "score": 11.070283889770508, "text": "Party A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital", "probability": 0.024288437814366706 }, { "score": 10.995626449584961, "text": "The Joint Venture Company's registered capital shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000), including:\n\nParty A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital.", "probability": 0.0225411603486611 }, { "score": 10.824808120727539, "text": "The sum\n\n Page 21\n\nof the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.019001627966848504 }, { "score": 10.441526412963867, "text": "Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital", "probability": 0.012951905888812393 }, { "score": 10.437946319580078, "text": "In accordance with relevant PRC regulations, the Joint Venture Company shall allot each month two percent (2%) of the total amount of the real wages received by the Joint Venture Company staff and workers for payment into a labor union fund, such payment to be an expense of the Joint Venture Company.", "probability": 0.012905619760001853 }, { "score": 10.255876541137695, "text": "Party A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital. Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital", "probability": 0.010757391270636732 }, { "score": 9.82530689239502, "text": "Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital.\n\nArticle 32 The Method of Investment\n\nParty A's total contribution (US$14,651,000) to the registered capital shall be invested as cash. US$7,000,000 of this contribution is used for the Joint Venture Company's initial purchase of foreign equipment from Party B and the remainder is used for purchase of foreign and domestic\n\nequipment, and land use rights and construction of workshops in China.", "probability": 0.006993795715152971 }, { "score": 9.700969696044922, "text": "Distribution of profit of the Joint Venture Company;", "probability": 0.006176095238091417 }, { "score": 9.639657020568848, "text": "Party A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital. Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital.\n\nArticle 32 The Method of Investment\n\nParty A's total contribution (US$14,651,000) to the registered capital shall be invested as cash. US$7,000,000 of this contribution is used for the Joint Venture Company's initial purchase of foreign equipment from Party B and the remainder is used for purchase of foreign and domestic\n\nequipment, and land use rights and construction of workshops in China.", "probability": 0.005808797378599676 }, { "score": 9.528191566467285, "text": "The Joint Venture Company's registered capital shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000), including:\n\nParty A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital", "probability": 0.005196098750362455 }, { "score": 9.420906066894531, "text": "Subject to the foregoing, the Parties shall share the Joint Venture Company's profits, and bear the losses and risks arising from their investments in the Joint Venture Company, in proportion to their respective shares of the Joint Venture Company's registered capital", "probability": 0.004667495368418104 }, { "score": 9.125222206115723, "text": "of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.\n\nArticle 92\n\nThe distribution of the Joint Venture Company's after-tax profits to the Parties shall be carried out according to related laws and the Joint Venture Company's actual conditions. The Board of Directors shall once every year by a formally adopted resolution decide the amount of after-tax profit of the Joint Venture Company (after allocations to the Three Funds) to be retained in the Joint Venture Company for expanding its production and operations and the amount to be distributed to the Parties in proportion to their respective shares of the Joint Venture Company's registered capital.", "probability": 0.0034727220655004104 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Price Restrictions": [ { "score": 14.524566650390625, "text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.44146394024435065 }, { "score": 14.027627944946289, "text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.26858236742503533 }, { "score": 13.306686401367188, "text": "of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.13061004029904036 }, { "score": 12.439952850341797, "text": "of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.05489830869942666 }, { "score": 12.134054183959961, "text": "The sum\n\n Page 21\n\nof the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.04043047671594473 }, { "text": "", "score": 12.014180183410645, "probability": 0.03586313451617027 }, { "score": 10.743759155273438, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.\n\n CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.010067262734945863 }, { "score": 9.777974128723145, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.\n\n CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.003832448214561061 }, { "score": 9.300415992736816, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0023772531523935003 }, { "score": 9.217638969421387, "text": "The sum", "probability": 0.0021883955728294324 }, { "score": 9.116973876953125, "text": "The goal is to produce one hundred million (100,000,000) watt-hours per year with target annual sales of Sixty Million United States Dollars (US$60,000,000).", "probability": 0.0019788256599560456 }, { "score": 9.093132019042969, "text": "of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation", "probability": 0.0019322047526550382 }, { "score": 8.885769844055176, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0015703515866366893 }, { "score": 8.755669593811035, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.001378780323171837 }, { "score": 7.920499801635742, "text": "The sum\n\n Page 21\n\nof the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation", "probability": 0.00059811603368161 }, { "score": 7.829025745391846, "text": "The Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.0005458317156493228 }, { "score": 7.6614274978637695, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.\n\n CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.00046160634816028113 }, { "score": 7.614851474761963, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge.", "probability": 0.00044059956386917 }, { "score": 7.5680036544799805, "text": "Article 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.0004204344680020705 }, { "score": 7.411768436431885, "text": "The Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.00035962197351997976 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Minimum Commitment": [ { "score": 14.28764533996582, "text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.7963425787657223 }, { "text": "", "score": 12.210835456848145, "probability": 0.09980513006723651 }, { "score": 11.432333946228027, "text": "The Joint Venture Company's total amount of investment shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000).", "probability": 0.04581988076873315 }, { "score": 10.492520332336426, "text": "of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.01790185718763608 }, { "score": 10.429075241088867, "text": "The goal is to produce one hundred million (100,000,000) watt-hours per year with target annual sales of Sixty Million United States Dollars (US$60,000,000). The Board of Directors will determine the Joint Venture Company's actual production levels based on relevant market and operating conditions.\n\n CHAPTER 6 TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL\n\nArticle 30\n\nThe Joint Venture Company's total amount of investment shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000).", "probability": 0.016801352173972904 }, { "score": 9.834473609924316, "text": "The goal is to produce one hundred million (100,000,000) watt-hours per year with target annual sales of Sixty Million United States Dollars (US$60,000,000).", "probability": 0.00927068933331806 }, { "score": 9.530160903930664, "text": "The sum\n\n Page 21\n\nof the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.006838340139749454 }, { "score": 8.186691284179688, "text": "Thereafter, the Board of Directors shall hold at least one (1) regular meeting in each calendar year.", "probability": 0.001784387845663603 }, { "score": 7.737688064575195, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 0.0011389106019606937 }, { "score": 7.309244155883789, "text": "The Joint Venture Company's total amount of investment shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000", "probability": 0.0007420254661189142 }, { "score": 7.174370765686035, "text": "The sum", "probability": 0.0006484015454205349 }, { "score": 7.165833473205566, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:\n\n (1) in the event that either party fails to make its capital contribution, in whole or in part, within [90] days of the due date, or in the event that any of the conditions precedent set forth in Article 34 of this Contract have not been satisfied or waived within [120] days of the date on which this Contract is signed by the parties;", "probability": 0.0006428895141727794 }, { "score": 6.750592231750488, "text": "The goal is to produce one hundred million (100,000,000) watt-hours per year with target annual sales of Sixty Million United States Dollars (US$60,000,000", "probability": 0.00042442344137140557 }, { "score": 6.578139305114746, "text": "Thereafter, the Board of Directors shall hold at least one (1) regular meeting in each calendar year. Upon the written\n\n\n\n\n\nrequest of two (2) or more of the directors of the Joint Venture", "probability": 0.0003571938789739526 }, { "score": 6.326082706451416, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.00027761135002694415 }, { "score": 6.305984973907471, "text": "The goal is to produce one hundred million (100,000,000) watt-hours per year with target annual sales of Sixty Million United States Dollars (US$60,000,000). The Board of Directors will determine the Joint Venture Company's actual production levels based on relevant market and operating conditions.\n\n CHAPTER 6 TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL\n\nArticle 30\n\nThe Joint Venture Company's total amount of investment shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000", "probability": 0.0002720876838703016 }, { "score": 6.284134387969971, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.0002662068919056801 }, { "score": 6.26039981842041, "text": "no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.00025996297733993915 }, { "score": 6.1072893142700195, "text": "The Joint Venture Company's total amount of investment shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000).\n\n Page 6\n\nArticle 31\n\nThe Joint Venture Company's registered capital shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000), including:", "probability": 0.0002230573073058062 }, { "score": 5.909418106079102, "text": "The Joint Venture Company's total amount of investment shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000).", "probability": 0.00018301305950101917 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Volume Restriction": [ { "score": 13.964655876159668, "text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.5477857047338478 }, { "score": 13.05760383605957, "text": "of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.22114799114841227 }, { "score": 12.442056655883789, "text": "The sum\n\n Page 21\n\nof the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.", "probability": 0.11949624406228508 }, { "text": "", "score": 12.106351852416992, "probability": 0.08541998902834604 }, { "score": 9.35583209991455, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.005457879718909841 }, { "score": 9.2518949508667, "text": "The sum", "probability": 0.0049190884326397845 }, { "score": 9.003628730773926, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.003837637777984347 }, { "score": 8.884611129760742, "text": "of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation", "probability": 0.0034070247881773023 }, { "score": 8.799981117248535, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0031305521720893016 }, { "score": 8.269062995910645, "text": "The sum\n\n Page 21\n\nof the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation", "probability": 0.0018409675585748754 }, { "score": 8.218332290649414, "text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas", "probability": 0.0017499033803840523 }, { "score": 6.876000881195068, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.\n\n CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.00045713760231472857 }, { "score": 6.679191589355469, "text": "Thereafter, the Board of Directors shall hold at least one (1) regular meeting in each calendar year.", "probability": 0.00037546871527645027 }, { "score": 6.431851387023926, "text": "no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.0002931941303549193 }, { "score": 5.909845352172852, "text": "Any increase in the registered capital of the Joint Venture Company shall require the written consent of each Party and the unanimous approval of the Board of Directors.", "probability": 0.00017396061372817927 }, { "score": 5.518298625946045, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company", "probability": 0.00011759919491507927 }, { "score": 5.383120536804199, "text": "It is the intention of the parties that no less than 50%", "probability": 0.0001027299910738795 }, { "score": 5.358055114746094, "text": "It", "probability": 0.00010018702390123056 }, { "score": 5.339069366455078, "text": "It is the intention of the parties that", "probability": 9.830284118991596e-05 }, { "score": 5.233307838439941, "text": "of", "probability": 8.843708559498152e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Ip Ownership Assignment": [ { "text": "", "score": 12.290483474731445, "probability": 0.8887319367040508 }, { "score": 9.218042373657227, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.04115537570688093 }, { "score": 9.095961570739746, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.03642567024271468 }, { "score": 8.177989959716797, "text": "Each Party retains all ownership to its trademarks, service marks, logos, trade names, and similar designations identified in Exhibit B of the Contract for Technology Investment and any other such marks which such Party may from time to time designate in writing, and the other Party and the Joint Venture Company will neither register or use, directly or indirectly, any mark that is identical or confusingly similar to Valence's marks or any translations or transliterations thereof, anywhere in the world.", "probability": 0.014545797808809241 }, { "score": 6.916935920715332, "text": "Except as otherwise provided herein, this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority.", "probability": 0.0041216274706516775 }, { "score": 6.700416564941406, "text": "Upon receipt of approval from the Examination and Approval Authority, the Joint Venture Company shall register the change in ownership with the competent Administration for Industry and Commerce.", "probability": 0.0033192164523218027 }, { "score": 6.410336494445801, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration", "probability": 0.0024834498851554012 }, { "score": 6.357709884643555, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration", "probability": 0.0023561338261321846 }, { "score": 5.928905010223389, "text": "the Joint Venture Company's assets in accordance with the applicable Chinese laws and regulations and the principles set forth herein.", "probability": 0.0015345193301285881 }, { "score": 5.657525539398193, "text": "the other Party transfers all or any part of its share of the Joint Venture Company's registered capital in violation of the provisions of this Contract;", "probability": 0.0011698057638144363 }, { "score": 5.110097408294678, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party. Each Party agrees promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect a transfer of registered capital for which the foregoing consent has been obtained. Upon receipt of approval from the Examination and Approval Authority, the Joint Venture Company shall register the change in ownership with the competent Administration for Industry and Commerce.", "probability": 0.0006766572513925035 }, { "score": 5.0631232261657715, "text": "Each Party retains all ownership to its trademarks, service marks, logos, trade names, and similar designations identified in Exhibit B of the Contract for Technology Investment and any other such marks which such Party may from time to time designate in writing, and the other Party and the Joint Venture Company will neither register or use, directly or indirectly, any mark that is identical or confusingly similar to Valence's marks or any translations or transliterations thereof, anywhere in the world.", "probability": 0.0006456068240203201 }, { "score": 5.062166213989258, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party.", "probability": 0.0006449892659809079 }, { "score": 4.676831245422363, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party:", "probability": 0.00043873636887238973 }, { "score": 4.659790515899658, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration. Party B also guarantees that any new inventions and improvements in the proprietary technology for production of Batteries shall be provided to the Joint Venture Company at no fee, excepting reimbursement of any direct travel or communication costs required for the\n\n\n\n\n\nprovision of such technology, consistent with the terms of the Contract for Technology Investment.", "probability": 0.0004313233223257275 }, { "score": 4.56458044052124, "text": "Each Party retains all ownership to its trademarks, service marks, logos, trade names, and similar designations identified in Exhibit B of the Contract for Technology Investment and any other such marks which such Party may from time to time designate in writing, and the other Party and the Joint Venture Company will neither register or use, directly or indirectly, any mark that is identical or confusingly similar to Valence's marks or any translations or transliterations thereof, anywhere in the world", "probability": 0.0003921513653277131 }, { "score": 4.142974376678467, "text": "In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.\n\nArticle 46\n\nParty B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.00025724831829594826 }, { "score": 4.094231128692627, "text": "(4) the other Party transfers all or any part of its share of the Joint Venture Company's registered capital in violation of the provisions of this Contract;", "probability": 0.00024500989303657223 }, { "score": 3.953084945678711, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party.", "probability": 0.0002127573695755672 }, { "score": 3.9494566917419434, "text": "Each Party retains all ownership to its trademarks, service marks, logos, trade names, and similar designations identified in Exhibit B of the Contract for Technology Investment and any other such marks which such Party may from time to time designate in writing, and the other Party and the Joint Venture Company will neither register or use, directly or indirectly, any mark that is identical or confusingly similar to Valence's marks or any translations or transliterations thereof, anywhere in the world. Notwithstanding the foregoing, the Joint Venture Company may register its own trademarks, service marks, logos and trade names, and it may use the marks owned by a Party without compensation, provided that the use is in accordance with terms of a written trademark license contract signed with that Party.", "probability": 0.00021198683051281797 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Joint Ip Ownership": [ { "text": "", "score": 12.166419982910156, "probability": 0.4036218654932269 }, { "score": 11.578350067138672, "text": "The parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company.", "probability": 0.2241708641327258 }, { "score": 10.416729927062988, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Technical Service Contract shall provide technical services to the Joint Venture Company, which shall reimburse to Party B the direct expenses incurred in China for those Party B personnel rendering such services. The form of the Contract for Technology Investment is attached hereto as Appendix 2.\n\nArticle 45\n\nThe parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company.", "probability": 0.07016070576043298 }, { "score": 10.123908042907715, "text": "Party B also guarantees that any new inventions and improvements in the proprietary technology for production of Batteries shall be provided to the Joint Venture Company at no fee, excepting reimbursement of any direct travel or communication costs required for the\n\n\n\n\n\nprovision of such technology, consistent with the terms of the Contract for Technology Investment.", "probability": 0.05235076357433087 }, { "score": 9.975921630859375, "text": "The parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company. Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.045149540883088576 }, { "score": 9.660141944885254, "text": "The parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company. Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.032923952261038524 }, { "score": 9.18292236328125, "text": "The parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company", "probability": 0.020429518566619734 }, { "score": 9.036561965942383, "text": "The Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.", "probability": 0.017647964416034577 }, { "score": 8.937859535217285, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party.", "probability": 0.015989272289609197 }, { "score": 8.880889892578125, "text": "In accordance with the Law of the People's Republic of China on Joint Ventures Using Chinese and Foreign Investment (the \"Joint Venture Law\") and other relevant Chinese laws and regulations, Fengfan Group Limited Liability Company and Valence Technology Inc., in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to establish a joint venture enterprise in Baoding City, Hebei Province of the People's Republic of China.", "probability": 0.01510383028371778 }, { "score": 8.872514724731445, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.014977861411511247 }, { "score": 8.814301490783691, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Technical Service Contract shall provide technical services to the Joint Venture Company, which shall reimburse to Party B the direct expenses incurred in China for those Party B personnel rendering such services. The form of the Contract for Technology Investment is attached hereto as Appendix 2.\n\nArticle 45\n\nThe parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company. Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.014130844636622756 }, { "score": 8.74413776397705, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Technical Service Contract shall provide technical services to the Joint Venture Company, which shall reimburse to Party B the direct expenses incurred in China for those Party B personnel rendering such services.", "probability": 0.01317335520128313 }, { "score": 8.656798362731934, "text": "In addition to its other obligations under this Contract, Party A shall have the following responsibilities:\n\no Handle all applications to the relevant Examination and Approval Authority in China, register and obtain the Business License necessary for the establishment of the Joint Venture Company.", "probability": 0.012071615169074451 }, { "score": 8.49852180480957, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Technical Service Contract shall provide technical services to the Joint Venture Company, which shall reimburse to Party B the direct expenses incurred in China for those Party B personnel rendering such services. The form of the Contract for Technology Investment is attached hereto as Appendix 2.\n\nArticle 45\n\nThe parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company. Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.01030449579607095 }, { "score": 8.442420959472656, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration. Party B also guarantees that any new inventions and improvements in the proprietary technology for production of Batteries shall be provided to the Joint Venture Company at no fee, excepting reimbursement of any direct travel or communication costs required for the\n\n\n\n\n\nprovision of such technology, consistent with the terms of the Contract for Technology Investment.", "probability": 0.009742321533565464 }, { "score": 8.271260261535645, "text": "No Party shall mortgage, pledge or otherwise encumber all or any part of its share of the Joint Venture Company's registered capital without the prior written consent of the other Party.", "probability": 0.008209719373210505 }, { "score": 8.088900566101074, "text": "The Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.006841171893037038 }, { "score": 8.039368629455566, "text": "In addition to its other obligations under this Contract, Party A shall have the following responsibilities:\n\no Handle all applications to the relevant Examination and Approval Authority in China, register and obtain the Business License necessary for the establishment of the Joint Venture Company. Party A shall provide Party B with copies of all such approvals and licenses and all notices, letters and other correspondence submitted to or received from the Examination and Approval Authority, the competent Administration for Industry and Commerce and other Chinese government departments in respect of the Company.", "probability": 0.006510570649194396 }, { "score": 8.036168098449707, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.006489766675605683 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__License Grant": [ { "text": "", "score": 11.848705291748047, "probability": 0.39294569334249546 }, { "score": 11.77275562286377, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.36420676735919244 }, { "score": 11.028875350952148, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.17309515577144102 }, { "score": 9.294439315795898, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products", "probability": 0.030551245117260883 }, { "score": 8.883045196533203, "text": "\"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce.", "probability": 0.020247094914058086 }, { "score": 7.612395286560059, "text": "Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.", "probability": 0.005682330297564825 }, { "score": 7.474766254425049, "text": "\"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce.", "probability": 0.004951707071798919 }, { "score": 7.262477874755859, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products", "probability": 0.004004601201672937 }, { "score": 6.051515579223633, "text": "\"Contract for Technology Investment\" means the contract for investment of technology in the form of technology license and services, signed by Party B and Party A simultaneously with the signature of this Contract, and which shall be ratified by the Board of Directors of the Joint Venture Company following its establishment, pursuant to which Party B will license to the Joint Venture Company the right to use the proprietary technology (including patented technology), related documentation and operational know-how, and provide technologically advanced management support and technical assistance for the production of the Joint Venture Products, which contract is attached hereto as Appendix 2.", "probability": 0.0011930126002957441 }, { "score": 5.647375106811523, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products. The Contract for Technology Investment is attached hereto as Appendix 2.\n\nThe technology license fee of Five Million Nine Hundred Thousand United States Dollars (US$5,900,000) shall be deemed to be paid by the Joint Venture Company and shall constitute part of Party B's contribution to the registered capital of the Joint Venture Company in accordance with Article 32 of this Contract.", "probability": 0.0007963959696665496 }, { "score": 4.9238433837890625, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products. The Contract for Technology Investment is attached hereto as Appendix 2.\n\nThe technology license fee of Five Million Nine Hundred Thousand United States Dollars (US$5,900,000) shall be deemed to be paid by the Joint Venture Company and shall constitute part of Party B's contribution to the registered capital of the Joint Venture Company in accordance with Article 32 of this Contract. The Contract for Technology Investment shall be signed by the Parties simultaneously with the signing of this Joint Venture Contract and shall come into effect upon its approval by the Examination and Approval Authority. The Board of Directors shall ratify the Contract for Technology Investment at the first meeting of the Board of Directors.\n\nParty B and the Joint Venture Company shall comply with the provisions of the Contract for Technology Investment, and Party B further warrants that the technology provided in accordance with the Contract for Technology Investment is complete, correct, effective and can fulfil the technological goals set forth in the Contract for Technology Investment.\n\nArticle 43\n\nParty B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge.", "probability": 0.0003862808858824885 }, { "score": 4.901228427886963, "text": "Implementing its obligations stated in the Schedule of Capital Contributions, the Contract for Investment of Technology, the Contract for Equipment Investment and Purchase, and the Contract for Export Sales, which documents are attached hereto as Appendices 1 to 4.\n\no Be responsible for handling other matters entrusted by the Joint Venture Company.\n\n CHAPTER 8 TECHNOLOGY\n\nArticle 42\n\nParty A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.00037764319926575124 }, { "score": 4.694040775299072, "text": "pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.00030697373186688143 }, { "score": 4.335536956787109, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products. The Contract for Technology Investment is attached hereto as Appendix 2.\n\nThe technology license fee of Five Million Nine Hundred Thousand United States Dollars (US$5,900,000) shall be deemed to be paid by the Joint Venture Company and shall constitute part of Party B's contribution to the registered capital of the Joint Venture Company in accordance with Article 32 of this Contract. The Contract for Technology Investment shall be signed by the Parties simultaneously with the signing of this Joint Venture Contract and shall come into effect upon its approval by the Examination and Approval Authority. The Board of Directors shall ratify the Contract for Technology Investment at the first meeting of the Board of Directors.\n\nParty B and the Joint Venture Company shall comply with the provisions of the Contract for Technology Investment, and Party B further warrants that the technology provided in accordance with the Contract for Technology Investment is complete, correct, effective and can fulfil the technological goals set forth in the Contract for Technology Investment.\n\nArticle 43\n\nParty B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge. The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment.", "probability": 0.0002144889799369324 }, { "score": 4.291412353515625, "text": "The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment. Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.", "probability": 0.00020523050419950467 }, { "score": 4.233171463012695, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products. The Contract for Technology Investment is attached hereto as Appendix 2.\n\nThe technology license fee of Five Million Nine Hundred Thousand United States Dollars (US$5,900,000) shall be deemed to be paid by the Joint Venture Company and shall constitute part of Party B's contribution to the registered capital of the Joint Venture Company in accordance with Article 32 of this Contract. The Contract for Technology Investment shall be signed by the Parties simultaneously with the signing of this Joint Venture Contract and shall come into effect upon its approval by the Examination and Approval Authority. The Board of Directors shall ratify the Contract for Technology Investment at the first meeting of the Board of Directors.\n\nParty B and the Joint Venture Company shall comply with the provisions of the Contract for Technology Investment, and Party B further warrants that the technology provided in accordance with the Contract for Technology Investment is complete, correct, effective and can fulfil the technological goals set forth in the Contract for Technology Investment.", "probability": 0.00019361910787787817 }, { "score": 4.174211502075195, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products. The", "probability": 0.00018253335195261155 }, { "score": 4.1153059005737305, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products. The Contract for Technology Investment is attached hereto as Appendix 2.\n\nThe technology license fee of Five Million Nine Hundred Thousand United States Dollars (US$5,900,000) shall be deemed to be paid by the Joint Venture Company and shall constitute part of Party B's contribution to the registered capital of the Joint Venture Company in accordance with Article 32 of this Contract. The Contract for Technology Investment shall be signed by the Parties simultaneously with the signing of this Joint Venture Contract and shall come into effect upon its approval by the Examination and Approval Authority.", "probability": 0.00017209167091126977 }, { "score": 3.9947285652160645, "text": "Party", "probability": 0.0001525435257215258 }, { "score": 3.8695220947265625, "text": "Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.\n\nArticle 44\n\n Page 11\n\nParty A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Technical Service Contract shall provide technical services to the Joint Venture Company, which shall reimburse to Party B the direct expenses incurred in China for those Party B personnel rendering such services. The form of the Contract for Technology Investment is attached hereto as Appendix 2.\n\nArticle 45\n\nThe parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company.", "probability": 0.00013459139693795423 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Transferable License": [ { "score": 12.897518157958984, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party.", "probability": 0.3262993711290128 }, { "score": 12.481912612915039, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.21533818186780004 }, { "score": 12.399456024169922, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.19829446889604618 }, { "text": "", "score": 12.006011009216309, "probability": 0.13379491300492632 }, { "score": 10.506553649902344, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.029869884583565133 }, { "score": 10.309137344360352, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.024518660059125924 }, { "score": 10.308643341064453, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "probability": 0.0245065507515109 }, { "score": 9.5430908203125, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party. Each Party agrees promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect a transfer of registered capital for which the foregoing consent has been obtained.", "probability": 0.011397430538910807 }, { "score": 9.483263969421387, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party", "probability": 0.010735554546319338 }, { "score": 9.269225120544434, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration", "probability": 0.008666995915695589 }, { "score": 8.387374877929688, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration", "probability": 0.0035882764735610966 }, { "score": 7.810581207275391, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration. Party B also guarantees that any new inventions and improvements in the proprietary technology for production of Batteries shall be provided to the Joint Venture Company at no fee, excepting reimbursement of any direct travel or communication costs required for the\n\n\n\n\n\nprovision of such technology, consistent with the terms of the Contract for Technology Investment.", "probability": 0.0020155222150847643 }, { "score": 7.752251625061035, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party:", "probability": 0.0019013206875637411 }, { "score": 7.680774688720703, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party", "probability": 0.0017701633086092527 }, { "score": 7.673605442047119, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.0017575179541920683 }, { "score": 7.576450347900391, "text": "Except as otherwise provided herein, this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority.", "probability": 0.0015947986121023364 }, { "score": 7.4761881828308105, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.001442655195080855 }, { "score": 7.226065635681152, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.001123403317320676 }, { "score": 6.949057579040527, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party:", "probability": 0.000851594075748737 }, { "score": 6.47997522354126, "text": "Except as otherwise provided herein, this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority.", "probability": 0.0005327368678235123 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Affiliate License-Licensor": [ { "text": "", "score": 12.16653823852539, "probability": 0.6838640074514999 }, { "score": 10.01977825164795, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.0799178387624326 }, { "score": 9.969098091125488, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.07596851141471736 }, { "score": 9.571304321289062, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.051035688428424535 }, { "score": 9.04360294342041, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.030108989547677358 }, { "score": 8.75511646270752, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.02256358452486892 }, { "score": 8.629439353942871, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.019898815229607326 }, { "score": 7.820701599121094, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.008863329099753108 }, { "score": 7.695457458496094, "text": "\"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce.", "probability": 0.00781995107630512 }, { "score": 7.113618850708008, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products", "probability": 0.004370335110632192 }, { "score": 6.660792350769043, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products", "probability": 0.0027787833571137222 }, { "score": 6.42776346206665, "text": "\"Affiliate\" means, in relation to Party B, any company which, through ownership of voting stock or otherwise, directly or indirectly, is controlled by, under common control with, or in control of, Party B; the term \"control\" meaning ownership of fifty percent (50%) or more of the voting stock or the power to appoint or elect a majority of the directors or the power to direct the management of a company.\n\nArticle 3\n\n\"Articles of Association\" means the Articles of Association of the Joint Venture Company signed by Party A and Party B simultaneously with this Contract in Baoding, People's Republic of China.\n\nArticle 4\n\n\"Board of Directors\" means the board of directors of the Joint Venture Company.\n\nArticle 5\n\n\"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce.", "probability": 0.0022011595768250862 }, { "score": 6.406825542449951, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its", "probability": 0.0021555510149504106 }, { "score": 6.338197708129883, "text": "\"Contract for Technology Investment\" means the contract for investment of technology in the form of technology license and services, signed by Party B and Party A simultaneously with the signature of this Contract, and which shall be ratified by the Board of Directors of the Joint Venture Company following its establishment, pursuant to which Party B will license to the Joint Venture Company the right to use the proprietary technology (including patented technology), related documentation and operational know-how, and provide technologically advanced management support and technical assistance for the production of the Joint Venture Products, which contract is attached hereto as Appendix 2.", "probability": 0.0020125821471647194 }, { "score": 6.077566146850586, "text": "In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.\n\nArticle 46\n\nParty B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.0015508249058162054 }, { "score": 6.008933067321777, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration", "probability": 0.0014479574484995044 }, { "score": 5.879124164581299, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its", "probability": 0.0012716878125323787 }, { "score": 5.388741493225098, "text": "The parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company. Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.000778771448565691 }, { "score": 5.294861316680908, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration", "probability": 0.0007089871735583864 }, { "score": 5.256998062133789, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products. The Contract for Technology Investment is attached hereto as Appendix 2.\n\nThe technology license fee of Five Million Nine Hundred Thousand United States Dollars (US$5,900,000) shall be deemed to be paid by the Joint Venture Company and shall constitute part of Party B's contribution to the registered capital of the Joint Venture Company in accordance with Article 32 of this Contract.", "probability": 0.0006826444690554088 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Affiliate License-Licensee": [ { "text": "", "score": 12.24702262878418, "probability": 0.99558445852718 }, { "score": 5.547799587249756, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0012264292746451753 }, { "score": 5.161707401275635, "text": "\"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce.", "probability": 0.0008336136217092888 }, { "score": 4.6424641609191895, "text": "\"Affiliate\" means, in relation to Party B, any company which, through ownership of voting stock or otherwise, directly or indirectly, is controlled by, under common control with, or in control of, Party B; the term \"control\" meaning ownership of fifty percent (50%) or more of the voting stock or the power to appoint or elect a majority of the directors or the power to direct the management of a company.\n\nArticle 3\n\n\"Articles of Association\" means the Articles of Association of the Joint Venture Company signed by Party A and Party B simultaneously with this Contract in Baoding, People's Republic of China.\n\nArticle 4\n\n\"Board of Directors\" means the board of directors of the Joint Venture Company.\n\nArticle 5\n\n\"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce.", "probability": 0.0004959756195239474 }, { "score": 4.365601062774658, "text": "\"Affiliate\" means, in relation to Party A, any enterprise or other entity which, directly or indirectly, controls, or is controlled by, Party A; the term \"control\" meaning ownership of fifty percent (50%) or more of the registered capital or voting stock or the power to appoint the general manager, factory chief or other principal person in charge of an enterprise or other entity.", "probability": 0.0003760280242479065 }, { "score": 3.9655251502990723, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.000252039988818815 }, { "score": 3.7792773246765137, "text": "Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.", "probability": 0.00020921029349945002 }, { "score": 3.709629774093628, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and", "probability": 0.00019513514787024416 }, { "score": 3.350193500518799, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact;", "probability": 0.00013621794106628905 }, { "score": 3.328937292098999, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.00013335302066281205 }, { "score": 3.218136787414551, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.00011936659617951474 }, { "score": 2.90293025970459, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company", "probability": 8.709442458154058e-05 }, { "score": 2.862060785293579, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 8.36066778681069e-05 }, { "score": 2.494279384613037, "text": "\"Affiliate\" means, in relation to Party B, any company which, through ownership of voting stock or otherwise, directly or indirectly, is controlled by, under common control with, or in control of, Party B; the term \"control\" meaning ownership of fifty percent (50%) or more of the voting stock or the power to appoint or elect a majority of the directors or the power to direct the management of a company.", "probability": 5.7878269023876774e-05 }, { "score": 2.3229517936706543, "text": "\"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce.\n\nArticle 6\n\n\"CEO\" means the general manager of the Joint Venture Company. \"Deputy CEO\" means the deputy general manager of the Joint Venture Company.\n\nArticle 7\n\n\" China\" or \"PRC\" means the People's Republic of China.", "probability": 4.876507615434682e-05 }, { "score": 2.1273553371429443, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and", "probability": 4.010166872574304e-05 }, { "score": 2.0609166622161865, "text": "In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and", "probability": 3.752394537877413e-05 }, { "score": 1.8037084341049194, "text": "\"Affiliate\" means, in relation to Party B, any company which, through ownership of voting stock or otherwise, directly or indirectly, is controlled by, under common control with, or in control of, Party B; the term \"control\" meaning ownership of fifty percent (50%) or more of the voting stock or the power to appoint or elect a majority of the directors or the power to direct the management of a company.\n\nArticle 3\n\n\"Articles of Association\" means the Articles of Association of the Joint Venture Company signed by Party A and Party B simultaneously with this Contract in Baoding, People's Republic of China.\n\nArticle 4\n\n\"Board of Directors\" means the board of directors of the Joint Venture Company.\n\nArticle 5\n\n\"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce.\n\nArticle 6\n\n\"CEO\" means the general manager of the Joint Venture Company. \"Deputy CEO\" means the deputy general manager of the Joint Venture Company.\n\nArticle 7\n\n\" China\" or \"PRC\" means the People's Republic of China.", "probability": 2.9013784496421205e-05 }, { "score": 1.7679191827774048, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact;", "probability": 2.7993764618787212e-05 }, { "score": 1.701480507850647, "text": "In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact;", "probability": 2.6194333749191573e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.83984375, "probability": 0.98504851261929 }, { "score": 6.744789123535156, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge.", "probability": 0.0060353645873845365 }, { "score": 6.074398040771484, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge. The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment. Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.", "probability": 0.0030871402659735075 }, { "score": 5.880276679992676, "text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "probability": 0.0025424389105647813 }, { "score": 4.566127300262451, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge. The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment.", "probability": 0.0006831604289173713 }, { "score": 4.299117565155029, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge.", "probability": 0.0005230724517214725 }, { "score": 4.281083106994629, "text": "Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.", "probability": 0.0005137236769030964 }, { "score": 3.872494697570801, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge. The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment. Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.", "probability": 0.00034141444410039026 }, { "score": 3.7006642818450928, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.00028751260483384134 }, { "score": 3.2598142623901367, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge. The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment.", "probability": 0.0001850112590066183 }, { "score": 2.9002602100372314, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0001291355503216957 }, { "score": 2.8346290588378906, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.00012093237186836806 }, { "score": 2.6493051052093506, "text": "The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment. Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.", "probability": 0.00010047485784863764 }, { "score": 2.6143734455108643, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge", "probability": 9.70256974752045e-05 }, { "score": 2.5106418132781982, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge. The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment. Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.\n\nArticle 44\n\n Page 11\n\nParty A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Technical Service Contract shall provide technical services to the Joint Venture Company, which shall reimburse to Party B the direct expenses incurred in China for those Party B personnel rendering such services. The form of the Contract for Technology Investment is attached hereto as Appendix 2.\n\nArticle 45\n\nThe parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company.", "probability": 8.746548283153198e-05 }, { "score": 2.3217544555664062, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 7.241090255986976e-05 }, { "score": 1.7704769372940063, "text": "The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment. Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.", "probability": 4.172411911433924e-05 }, { "score": 1.7521992921829224, "text": "Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.", "probability": 4.0968427640728084e-05 }, { "score": 1.515423059463501, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge. The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment. Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.\n\nArticle 44\n\n Page 11\n\nParty A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Technical Service Contract shall provide technical services to the Joint Venture Company, which shall reimburse to Party B the direct expenses incurred in China for those Party B personnel rendering such services. The form of the Contract for Technology Investment is attached hereto as Appendix 2.\n\nArticle 45\n\nThe parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company. Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 3.233096629534628e-05 }, { "score": 1.446589469909668, "text": "Party B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge. The", "probability": 3.0180375348022055e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.139728546142578, "probability": 0.9997626451866871 }, { "score": 3.136359453201294, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 0.00012296553121025715 }, { "score": 1.9925938844680786, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "probability": 3.9178906924080956e-05 }, { "score": 1.0862157344818115, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products", "probability": 1.5827680907474426e-05 }, { "score": 1.0128518342971802, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 1.4708072064867456e-05 }, { "score": 0.44017302989959717, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 8.295536994972985e-06 }, { "score": 0.4319356679916382, "text": "\"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce.", "probability": 8.227484326557918e-06 }, { "score": 0.02388620376586914, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 5.470832685807374e-06 }, { "score": -0.3941056728363037, "text": "The Contract Term shall extend for a period of fifty (50) years.", "probability": 3.601818857256163e-06 }, { "score": -0.4015932083129883, "text": "The Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company. Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.\n\n Page 24\n\n CHAPTER 20 TERMINATION AND LIQUIDATION\n\nArticle 104\n\nEach Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 3.5749508239835396e-06 }, { "score": -0.5915634632110596, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 2.9564261751815958e-06 }, { "score": -1.0927925109863281, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 1.790960589067355e-06 }, { "score": -1.1546154022216797, "text": "\"Contract for Technology Investment\" means the contract for investment of technology in the form of technology license and services, signed by Party B and Party A simultaneously with the signature of this Contract, and which shall be ratified by the Board of Directors of the Joint Venture Company following its establishment, pursuant to which Party B will license to the Joint Venture Company the right to use the proprietary technology (including patented technology), related documentation and operational know-how, and provide technologically advanced management support and technical assistance for the production of the Joint Venture Products, which contract is attached hereto as Appendix 2.", "probability": 1.6835913609643284e-06 }, { "score": -1.1610605716705322, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products", "probability": 1.672775222724187e-06 }, { "score": -1.2204432487487793, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 1.5763331837280568e-06 }, { "score": -1.2572298049926758, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 1.5193989421266443e-06 }, { "score": -1.2794926166534424, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products. The Contract for Technology Investment is attached hereto as Appendix 2.\n\nThe technology license fee of Five Million Nine Hundred Thousand United States Dollars (US$5,900,000) shall be deemed to be paid by the Joint Venture Company and shall constitute part of Party B's contribution to the registered capital of the Joint Venture Company in accordance with Article 32 of this Contract.", "probability": 1.4859466028663797e-06 }, { "score": -1.6666265726089478, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 1.0089579405651784e-06 }, { "score": -1.691742181777954, "text": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products. The Contract for Technology Investment is attached hereto as Appendix 2.\n\nThe technology license fee of Five Million Nine Hundred Thousand United States Dollars (US$5,900,000) shall be deemed to be paid by the Joint Venture Company and shall constitute part of Party B's contribution to the registered capital of the Joint Venture Company in accordance with Article 32 of this Contract. The Contract for Technology Investment shall be signed by the Parties simultaneously with the signing of this Joint Venture Contract and shall come into effect upon its approval by the Examination and Approval Authority. The Board of Directors shall ratify the Contract for Technology Investment at the first meeting of the Board of Directors.\n\nParty B and the Joint Venture Company shall comply with the provisions of the Contract for Technology Investment, and Party B further warrants that the technology provided in accordance with the Contract for Technology Investment is complete, correct, effective and can fulfil the technological goals set forth in the Contract for Technology Investment.", "probability": 9.83932922009819e-07 }, { "score": -1.8670979738235474, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 8.256755782776115e-07 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Source Code Escrow": [ { "text": "", "score": 12.276254653930664, "probability": 0.9988200682292789 }, { "score": 4.9069342613220215, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party.", "probability": 0.0006295526809252713 }, { "score": 4.024342060089111, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 0.0002604516750878012 }, { "score": 2.986546516418457, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 9.226102537264614e-05 }, { "score": 2.5017542839050293, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party. Each Party agrees promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect a transfer of registered capital for which the foregoing consent has been obtained.", "probability": 5.6816658120563206e-05 }, { "score": 1.8551150560379028, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party", "probability": 2.9760747630240665e-05 }, { "score": 1.7125548124313354, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration. Party B also guarantees that any new inventions and improvements in the proprietary technology for production of Batteries shall be provided to the Joint Venture Company at no fee, excepting reimbursement of any direct travel or communication costs required for the\n\n\n\n\n\nprovision of such technology, consistent with the terms of the Contract for Technology Investment.", "probability": 2.580659522217724e-05 }, { "score": 1.698134183883667, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 2.5437118345638533e-05 }, { "score": 1.682586908340454, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 2.504469888893589e-05 }, { "score": 0.39300966262817383, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 6.8969889908404755e-06 }, { "score": 0.29294848442077637, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party:", "probability": 6.240271930365962e-06 }, { "score": 0.24423646926879883, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party. Each Party agrees promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect a transfer of registered capital for which the foregoing consent has been obtained. Upon receipt of approval from the Examination and Approval Authority, the Joint Venture Company shall register the change in ownership with the competent Administration for Industry and Commerce.", "probability": 5.943580590992357e-06 }, { "score": -0.15047717094421387, "text": "Unless", "probability": 4.00521837509713e-06 }, { "score": -0.7541183233261108, "text": "If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company.", "probability": 2.1901213478471897e-06 }, { "score": -0.7935206890106201, "text": "In addition to its other obligations under this Contract, Party B shall have the following responsibilities:", "probability": 2.105503406627778e-06 }, { "score": -0.9575166702270508, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration", "probability": 1.787036400115015e-06 }, { "score": -1.0361104011535645, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company", "probability": 1.6519639857071706e-06 }, { "score": -1.1381983757019043, "text": "this Contract and dissolve the Joint Venture Company. An application for the same shall forthwith be submitted to the Examination and Approval Authority.\n\nArticle 106\n\nFollowing an application to dissolve the Joint Venture Company pursuant to Article 105, the Board of Directors shall forthwith appoint a liquidation committee which shall have the power to represent the Joint Venture Company in all legal matters. The liquidation committee shall value and liquidate", "probability": 1.4916410651648208e-06 }, { "score": -1.1932157278060913, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract.\n\nArticle 46\n\nParty B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 1.4117916164882548e-06 }, { "score": -1.464403510093689, "text": "Article 37\n\nUnless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party.", "probability": 1.0764534183546866e-06 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Post-Termination Services": [ { "text": "", "score": 12.35601806640625, "probability": 0.9762151845066162 }, { "score": 8.147132873535156, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.01450941639448634 }, { "score": 6.508502960205078, "text": "Each of the Parties and the Joint Venture Company receiving all such information as aforesaid (hereinafter referred to \"Confidential Information\") shall, during the Contract Term, or during the term of the Joint Venture Company and for two (2) years after the early termination or dissolution of the Joint Venture Company prior to the expiration of the Contract Term:", "probability": 0.002818396008569792 }, { "score": 5.703131675720215, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0012596030697874828 }, { "score": 5.380194187164307, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration", "probability": 0.0009119766966061654 }, { "score": 5.3111748695373535, "text": "Termination and dissolution of the Joint Venture Company;\n\no Merger of the Joint Venture Company with another organization;\n\no Major investment by the Joint Venture Company;\n\no Distribution of profit of the Joint Venture Company;\n\no The recruitment and dismissal of the Senior Management Personnel of the Joint Venture Company;\n\no Transfer of a part of all of either Party's interest in the registered capital of the Joint Venture Company;\n\no Increase and decrease of the Joint Venture Company's registered capital; and\n\no The examination and approval of the annual financial report of the Joint Venture Company.", "probability": 0.0008511557400842378 }, { "score": 5.032029151916504, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration. Party B also guarantees that any new inventions and improvements in the proprietary technology for production of Batteries shall be provided to the Joint Venture Company at no fee, excepting reimbursement of any direct travel or communication costs required for the\n\n\n\n\n\nprovision of such technology, consistent with the terms of the Contract for Technology Investment.", "probability": 0.0006438394556347222 }, { "score": 4.91315221786499, "text": "Transfer of a part of all of either Party's interest in the registered capital of the Joint Venture Company;\n\no Increase and decrease of the Joint Venture Company's registered capital; and\n\no The examination and approval of the annual financial report of the Joint Venture Company.", "probability": 0.0005716760406761024 }, { "score": 4.87478494644165, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0005501578279983074 }, { "score": 4.690427303314209, "text": "Each of the Parties and the Joint Venture Company receiving all such information as aforesaid (hereinafter referred to \"Confidential Information\") shall, during the Contract Term, or during the term of the Joint Venture Company and for two (2) years after the early termination or dissolution of the Joint Venture Company prior to the expiration of the Contract Term", "probability": 0.0004575323323084251 }, { "score": 3.9151363372802734, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party:", "probability": 0.00021072555252449205 }, { "score": 3.9038898944854736, "text": "In addition to its other obligations under this Contract, Party B shall have the following responsibilities:", "probability": 0.00020836891637880187 }, { "score": 3.3828251361846924, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.0001237477707074564 }, { "score": 3.2933244705200195, "text": "this Contract and dissolve the Joint Venture Company.", "probability": 0.00011315343404792258 }, { "score": 3.202101707458496, "text": "On completion of all liquidation work, the liquidation committee shall provide a liquidation completion report approved by the Board of Directors to the Examination and Approval Authority, hand in the Joint Venture Company's business license to the original registration authority and complete all other formalities for nullifying the Joint Venture Company's registration.", "probability": 0.00010328807800340823 }, { "score": 3.1558828353881836, "text": "Each of the Parties and the Joint Venture Company receiving all such information as aforesaid (hereinafter referred to \"Confidential Information\") shall, during the Contract Term, or during the term of the Joint Venture Company and for two (2) years after the early termination or dissolution of the Joint Venture Company", "probability": 9.862286053518153e-05 }, { "score": 3.146846294403076, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 9.773566563769779e-05 }, { "score": 3.087639331817627, "text": "In addition to its other obligations under this Contract, Party B shall have the following responsibilities:\n\no Upon request by the Joint Venture Company, handle the purchase of equipment, machinery, tools and other materials entrusted by the Joint Venture Company.", "probability": 9.211700683785011e-05 }, { "score": 3.01725435256958, "text": "On completion of all liquidation work, the liquidation committee shall provide a liquidation completion report approved by the Board of Directors to the Examination and Approval Authority, hand in the Joint Venture Company's business license to the original registration authority and complete all other formalities for nullifying the Joint Venture Company's registration.", "probability": 8.585626863895136e-05 }, { "score": 2.914165496826172, "text": "Termination and dissolution of the Joint Venture Company;\n\no Merger of the Joint Venture Company with another organization;\n\no Major investment by the Joint Venture Company;\n\no Distribution of profit of the Joint Venture Company;\n\no The recruitment and dismissal of the Senior Management Personnel of the Joint Venture Company;\n\no Transfer of a part of all of either Party's interest in the registered capital of the Joint Venture Company;", "probability": 7.744637392080231e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Audit Rights": [ { "score": 13.310473442077637, "text": "An accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report.", "probability": 0.09924856920519004 }, { "score": 13.166519165039062, "text": "In addition, each Party at its own expense and upon advance notice to the Joint Venture Company may appoint an accountant (which may be either an accountant registered abroad or registered in China), to audit the accounts of the Joint Venture Company on behalf of such Party. Reasonable access to the Joint Venture Company's financial records shall be given to such auditor and such auditor shall keep confidential all documents under his auditing.", "probability": 0.08594204952236194 }, { "score": 13.013272285461426, "text": "Reasonable access to the Joint Venture Company's financial records shall be given to such auditor and such auditor shall keep confidential all documents under his auditing.", "probability": 0.07373122206843616 }, { "score": 13.005502700805664, "text": "An accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report. The Joint Venture Company shall submit to the Parties an annual statement of final accounts (including the audited profit and loss statement and the balance sheet for the fiscal year) after the end of the fiscal year, together with the audit report of the Chinese registered accountant.", "probability": 0.07316058079029125 }, { "score": 12.988253593444824, "text": "In addition, each Party at its own expense and upon advance notice to the Joint Venture Company may appoint an accountant (which may be either an accountant registered abroad or registered in China), to audit the accounts of the Joint Venture Company on behalf of such Party. Reasonable access to the Joint Venture Company's financial records shall be given to such auditor and such auditor shall keep confidential all documents under his auditing.\n\nArticle 88\n\nThe Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.\n\nArticle 89\n\nAn accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report.", "probability": 0.0719094475641579 }, { "score": 12.835006713867188, "text": "Reasonable access to the Joint Venture Company's financial records shall be given to such auditor and such auditor shall keep confidential all documents under his auditing.\n\nArticle 88\n\nThe Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.\n\nArticle 89\n\nAn accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report.", "probability": 0.06169240175953599 }, { "score": 12.73471450805664, "text": "The Joint Venture Company shall submit to the Parties an annual statement of final accounts (including the audited profit and loss statement and the balance sheet for the fiscal year) after the end of the fiscal year, together with the audit report of the Chinese registered accountant.", "probability": 0.05580528450946489 }, { "score": 12.727028846740723, "text": "An accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report.", "probability": 0.055378027970758976 }, { "score": 12.654964447021484, "text": "The Parties shall have full and equal access to the Joint Venture Company's accounts, which shall be kept at the legal address of the Joint Venture Company. In addition, each Party at its own expense and upon advance notice to the Joint Venture Company may appoint an accountant (which may be either an accountant registered abroad or registered in China), to audit the accounts of the Joint Venture Company on behalf of such Party. Reasonable access to the Joint Venture Company's financial records shall be given to such auditor and such auditor shall keep confidential all documents under his auditing.", "probability": 0.05152764750300294 }, { "score": 12.554952621459961, "text": "In addition, each Party at its own expense and upon advance notice to the Joint Venture Company may appoint an accountant (which may be either an accountant registered abroad or registered in China), to audit the accounts of the Joint Venture Company on behalf of such Party.", "probability": 0.046623592170666556 }, { "score": 12.47669792175293, "text": "The Parties shall have full and equal access to the Joint Venture Company's accounts, which shall be kept at the legal address of the Joint Venture Company. In addition, each Party at its own expense and upon advance notice to the Joint Venture Company may appoint an accountant (which may be either an accountant registered abroad or registered in China), to audit the accounts of the Joint Venture Company on behalf of such Party. Reasonable access to the Joint Venture Company's financial records shall be given to such auditor and such auditor shall keep confidential all documents under his auditing.\n\nArticle 88\n\nThe Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.\n\nArticle 89\n\nAn accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report.", "probability": 0.04311418162754196 }, { "score": 12.42202377319336, "text": "The Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.\n\nArticle 89\n\nAn accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report.", "probability": 0.04082023174105531 }, { "score": 12.37529468536377, "text": "In addition, each Party at its own expense and upon advance notice to the Joint Venture Company may appoint an accountant (which may be either an accountant registered abroad or registered in China), to audit the accounts of the Joint Venture Company on behalf of such Party. Reasonable access to the Joint Venture Company's financial records shall be given to such auditor and such auditor shall keep confidential all documents under his auditing.\n\nArticle 88\n\nThe Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.", "probability": 0.03895662106417324 }, { "text": "", "score": 12.24807357788086, "probability": 0.03430282249251813 }, { "score": 12.222047805786133, "text": "Reasonable access to the Joint Venture Company's financial records shall be given to such auditor and such auditor shall keep confidential all documents under his auditing.\n\nArticle 88\n\nThe Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.", "probability": 0.033421582271797035 }, { "score": 12.117053985595703, "text": "The Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.\n\nArticle 89\n\nAn accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report. The Joint Venture Company shall submit to the Parties an annual statement of final accounts (including the audited profit and loss statement and the balance sheet for the fiscal year) after the end of the fiscal year, together with the audit report of the Chinese registered accountant.", "probability": 0.030090456055646992 }, { "score": 12.043397903442383, "text": "The Parties shall have full and equal access to the Joint Venture Company's accounts, which shall be kept at the legal address of the Joint Venture Company. In addition, each Party at its own expense and upon advance notice to the Joint Venture Company may appoint an accountant (which may be either an accountant registered abroad or registered in China), to audit the accounts of the Joint Venture Company on behalf of such Party.", "probability": 0.027953766939998022 }, { "score": 11.997030258178711, "text": "The Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.\n\nArticle 89\n\nAn accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report.", "probability": 0.0266872071998869 }, { "score": 11.972208023071289, "text": "The Parties shall have full and equal access to the Joint Venture Company's accounts, which shall be kept at the legal address of the Joint Venture Company.", "probability": 0.02603292503522547 }, { "score": 11.874151229858398, "text": "The Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.", "probability": 0.023601382508290383 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Uncapped Liability": [ { "text": "", "score": 12.391870498657227, "probability": 0.40739605305735593 }, { "score": 11.752819061279297, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach.", "probability": 0.21502071627248193 }, { "score": 11.281013488769531, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.13414600626104156 }, { "score": 11.035135269165039, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach. The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.", "probability": 0.10490451821635975 }, { "score": 10.300863265991211, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the", "probability": 0.050338922395553584 }, { "score": 9.552227973937988, "text": "The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.", "probability": 0.023810895996717762 }, { "score": 9.516164779663086, "text": "(3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.022967498242110706 }, { "score": 9.062150955200195, "text": "Joint Venture Company as a result of such breach.", "probability": 0.014586059913582902 }, { "score": 8.344467163085938, "text": "Joint Venture Company as a result of such breach. The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.", "probability": 0.007116261234895709 }, { "score": 8.028594970703125, "text": "The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital.", "probability": 0.005188840634142159 }, { "score": 7.581448078155518, "text": "The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.", "probability": 0.003318003992716174 }, { "score": 7.53800106048584, "text": "In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.003176933354103702 }, { "score": 7.31246280670166, "text": "In the event that a breach of contract committed by a Party to this Contract results in the non- performance of or inability to perform this Contract or its appendices fully, the liabilities arising from the breach of this contract or its Appendices shall be borne by the Party in breach.", "probability": 0.0025354677167261108 }, { "score": 7.085467338562012, "text": "material breach of this Contract.", "probability": 0.002020576073232611 }, { "score": 6.718070030212402, "text": "In the event that a breach of contract committed by a Party to this Contract results in the non- performance of or inability to perform this Contract or its appendices fully, the liabilities arising from the breach of this contract or its Appendices shall be borne by the Party in breach. In the event that a breach of contract is committed by more than one Party, each such Party shall bear its individual share of the liabilities arising from the breach of contract.", "probability": 0.0013993185206908542 }, { "score": 6.380923271179199, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n", "probability": 0.0009988392623192018 }, { "score": 5.7530717849731445, "text": "In the event that a breach of contract is committed by more than one Party, each such Party shall bear its individual share of the liabilities arising from the breach of contract.", "probability": 0.0005331177829606533 }, { "score": 5.1400556564331055, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract", "probability": 0.000288797644949237 }, { "score": 4.4384918212890625, "text": "oint Venture Company as a result of such breach.", "probability": 0.00014318856775599802 }, { "score": 4.1746721267700195, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach", "probability": 0.00010998486030338277 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Cap On Liability": [ { "score": 13.172689437866211, "text": "The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital.", "probability": 0.40676664375654914 }, { "text": "", "score": 12.220312118530273, "probability": 0.1569398082370008 }, { "score": 12.025276184082031, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach.", "probability": 0.12913087311601984 }, { "score": 11.903705596923828, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach.", "probability": 0.11434907408161087 }, { "score": 11.642045974731445, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach. The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.", "probability": 0.08802282897564653 }, { "score": 10.410361289978027, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.025685111790090087 }, { "score": 10.361810684204102, "text": "The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.", "probability": 0.02446787201078977 }, { "score": 10.220741271972656, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the", "probability": 0.021248610356707765 }, { "score": 9.374171257019043, "text": "The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital", "probability": 0.009113177867319782 }, { "score": 9.018928527832031, "text": "Joint Venture Company as a result of such breach.", "probability": 0.006388367472349456 }, { "score": 8.843938827514648, "text": "The organization form of the Joint Venture Company is a limited liability company. The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital.", "probability": 0.005362815160927027 }, { "score": 8.043537139892578, "text": "The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital. Unless otherwise provided pursuant to a written agreement signed by a Party and a creditor of the Joint Venture Company, creditors of the Joint Venture Company and other claimants against the Joint Venture Company shall have recourse only to the assets of the Joint Venture Company and shall not have rights to seek compensation, damages or other remedies from any of the Parties. Subject to the foregoing, the Parties shall share the Joint Venture Company's profits, and bear the losses and risks arising from their investments in the Joint Venture Company, in proportion to their respective shares of the Joint Venture Company's registered capital.", "probability": 0.002408700441507365 }, { "score": 7.969731330871582, "text": "Joint Venture Company as a result of such breach.", "probability": 0.002237326345382052 }, { "score": 7.775494575500488, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the", "probability": 0.0018423552896530235 }, { "score": 7.708071708679199, "text": "Joint Venture Company as a result of such breach. The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.", "probability": 0.001722233396675514 }, { "score": 7.455109119415283, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n", "probability": 0.001337308946298978 }, { "score": 7.085878372192383, "text": "The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital. Unless otherwise provided pursuant to a written agreement signed by a Party and a creditor of the Joint Venture Company, creditors of the Joint Venture Company and other claimants against the Joint Venture Company shall have recourse only to the assets of the Joint Venture Company and shall not have rights to seek compensation, damages or other remedies from any of the Parties.", "probability": 0.0009244360514296645 }, { "score": 6.928291320800781, "text": "The Joint Venture Company shall indemnify each director against all claims and liabilities incurred by reason of his being a director of the Joint Venture Company, provided that the director's acts or omissions giving rise to such claim or liability did not constitute intentional misconduct or gross negligence or a violation of criminal laws.", "probability": 0.0007896555407943565 }, { "score": 6.763309478759766, "text": "(3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.000669556119099842 }, { "score": 6.6423020362854, "text": "In the event that a breach of contract committed by a Party to this Contract results in the non- performance of or inability to perform this Contract or its appendices fully, the liabilities arising from the breach of this contract or its Appendices shall be borne by the Party in breach.", "probability": 0.0005932450441482086 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Liquidated Damages": [ { "text": "", "score": 12.19815444946289, "probability": 0.6455055893347706 }, { "score": 10.515949249267578, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach.", "probability": 0.12004043795529792 }, { "score": 10.05936050415039, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach. The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.", "probability": 0.07603851010504344 }, { "score": 10.015725135803223, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.07279189055426112 }, { "score": 8.921062469482422, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the", "probability": 0.02435998651308983 }, { "score": 8.768503189086914, "text": "The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.", "probability": 0.020913243295390172 }, { "score": 8.568729400634766, "text": "Joint Venture Company as a result of such breach.", "probability": 0.017126189136136373 }, { "score": 8.112139701843262, "text": "Joint Venture Company as a result of such breach. The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.", "probability": 0.010848416466559718 }, { "score": 7.691679000854492, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.007124634457041805 }, { "score": 6.817044258117676, "text": "(3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.0029710745176149 }, { "score": 5.3485493659973145, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach", "probability": 0.0006841547020853187 }, { "score": 4.545567035675049, "text": "(3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.00030649508959983065 }, { "score": 4.333329200744629, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n", "probability": 0.0002478847448012998 }, { "score": 4.229550838470459, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract", "probability": 0.00022344952221579117 }, { "score": 4.0304694175720215, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 0.000183113122255337 }, { "score": 3.9014978408813477, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.00016095624205624627 }, { "score": 3.7273383140563965, "text": "The liquidation committee shall value and liquidate", "probability": 0.00013522945641199628 }, { "score": 3.6814815998077393, "text": "oint Venture Company as a result of such breach.", "probability": 0.00012916831205043698 }, { "score": 3.4920551776885986, "text": "If any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach. The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.\n\nArticle 100\n\nThis Chapter 17 and the obligations and benefits hereunder shall survive the expiration or early termination of this Contract and shall remain in effect for the periods stated herein, notwithstanding the dissolution or liquidation of the Joint Venture Company.", "probability": 0.00010687820086046147 }, { "score": 3.452160596847534, "text": "In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.00010269827245720556 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Warranty Duration": [ { "text": "", "score": 11.948956489562988, "probability": 0.5802282965594913 }, { "score": 10.548654556274414, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.14303934146516173 }, { "score": 10.510154724121094, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.13763701248479704 }, { "score": 9.943870544433594, "text": "The date of receipt of a notice or communication hereunder shall be deemed to be fourteen (14) days after the letter is given to the courier service or postal service, or one (1) working day after sending in the case of facsimile or e-mail, provided it is evidenced by a confirmation receipt and the confirmation letter is sent by courier delivered letter or post.", "probability": 0.07812699906200381 }, { "score": 9.2559175491333, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.039266930456039496 }, { "score": 6.962785720825195, "text": "The date of receipt of a notice or communication hereunder shall be deemed to be fourteen (14) days after the letter is given to the courier service or postal service, or one (1) working day after sending in the case of facsimile or e-mail, provided it is evidenced by a confirmation receipt and the confirmation letter is sent by courier delivered letter or post", "probability": 0.003963989121398475 }, { "score": 6.669013977050781, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a", "probability": 0.002954942311522345 }, { "score": 6.630514144897461, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and\n\n (3) Breach of this Article by Party A shall be deemed to be a", "probability": 0.002843339655069043 }, { "score": 6.4867963790893555, "text": "(1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.002462707933202894 }, { "score": 6.24673318862915, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company", "probability": 0.0019371122630440954 }, { "score": 6.20823335647583, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company", "probability": 0.0018639511479993107 }, { "score": 6.002978324890137, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and", "probability": 0.0015180755940408057 }, { "score": 5.964478492736816, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and", "probability": 0.0014607407119582533 }, { "score": 5.060744285583496, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact;", "probability": 0.0005916792708472263 }, { "score": 5.036280632019043, "text": "The date of receipt of a notice or communication hereunder shall be deemed to be fourteen (14) days after the letter is given to the courier service or postal service, or one (1) working day after sending in the case of facsimile or e-mail, provided it is evidenced by a confirmation receipt and the confirmation letter is sent by courier delivered letter or post.", "probability": 0.0005773802504063359 }, { "score": 5.022244453430176, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;\n\n (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact;", "probability": 0.0005693326490071255 }, { "score": 4.519179344177246, "text": "The Party claiming Force Majeure shall promptly inform the other Party in writing and shall furnish within fifteen (15) days thereafter sufficient evidence of the occurrence and duration of such Force Majeure.", "probability": 0.000344260891154406 }, { "score": 4.1494035720825195, "text": "The Contract Term shall extend for a period of fifty (50) years.", "probability": 0.00023784614197956574 }, { "score": 4.032670974731445, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "probability": 0.00021164099195200038 }, { "score": 3.780210018157959, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the", "probability": 0.00016442103892481798 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Insurance": [ { "score": 12.998908996582031, "text": "The Joint Venture Company shall take out the required insurance from an insurance company or organization permitted by Chinese laws and regulations to provide such insurance.", "probability": 0.22861555288841154 }, { "score": 12.469178199768066, "text": "The Joint Venture Company, at its own expense, shall take out and maintain at all times during the Contract Term with insurance companies insurance against loss or damage by fire, natural disasters and other risks of types and in amounts as may be recommended by the CEO and decided by the Board of Directors. The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate.\n\nArticle 95\n\nThe Joint Venture Company shall take out the required insurance from an insurance company or organization permitted by Chinese laws and regulations to provide such insurance.", "probability": 0.13460048057726243 }, { "score": 12.359211921691895, "text": "The Joint Venture Company, at its own expense, shall take out and maintain at all times during the Contract Term with insurance companies insurance against loss or damage by fire, natural disasters and other risks of types and in amounts as may be recommended by the CEO and decided by the Board of Directors.", "probability": 0.12058377137662109 }, { "score": 12.313600540161133, "text": "The Joint Venture Company shall take out the required insurance from an insurance company or organization permitted by Chinese laws and regulations to provide such insurance.", "probability": 0.11520732461959662 }, { "score": 12.21194839477539, "text": "The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate.\n\nArticle 95\n\nThe Joint Venture Company shall take out the required insurance from an insurance company or organization permitted by Chinese laws and regulations to provide such insurance.", "probability": 0.10407181426524932 }, { "text": "", "score": 12.132806777954102, "probability": 0.09615289355914625 }, { "score": 11.691374778747559, "text": "The Joint Venture Company, at its own expense, shall take out and maintain at all times during the Contract Term with insurance companies insurance against loss or damage by fire, natural disasters and other risks of types and in amounts as may be recommended by the CEO and decided by the Board of Directors. The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate.", "probability": 0.06183735097430817 }, { "score": 11.516505241394043, "text": "The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate.\n\nArticle 95\n\nThe Joint Venture Company shall take out the required insurance from an insurance company or organization permitted by Chinese laws and regulations to provide such insurance.", "probability": 0.0519165711526177 }, { "score": 11.309717178344727, "text": "The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate.", "probability": 0.04221813914263467 }, { "score": 10.738701820373535, "text": "The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate.", "probability": 0.02385120185291063 }, { "score": 9.620777130126953, "text": "The Joint Venture Company, at its own expense, shall take out and maintain at all times during the Contract Term with insurance companies insurance against loss or damage by fire, natural disasters and other risks of types and in amounts as may be recommended by the CEO and decided by the Board of Directors. The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate", "probability": 0.007798332415653892 }, { "score": 9.41847038269043, "text": "The Joint Venture Company, at its own expense, shall take out and maintain at all times during the Contract Term with insurance companies insurance against loss or damage by fire, natural disasters and other risks of types and in amounts as may be recommended by the CEO and decided by the Board of Directors", "probability": 0.006370023575114953 }, { "score": 8.66810417175293, "text": "The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate", "probability": 0.0030078843551874534 }, { "score": 8.58233642578125, "text": "The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate", "probability": 0.0027606584320871565 }, { "score": 6.5367889404296875, "text": "The Joint Venture Company's internal labor policies shall be established pursuant to relevant PRC laws and regulations, and approved by the Board of Directors.", "probability": 0.000356979018112588 }, { "score": 6.092990875244141, "text": "The Joint Venture Company's internal labor policies shall be established pursuant to relevant PRC laws and regulations, and approved by the Board of Directors.\n\nArticle 77\n\nThe Joint Venture Company shall adopt a labor contract system. The wages, welfare, labor insurance and other rights and obligations of working personnel and Management Personnel shall be regulated through individual or group labor contracts.", "probability": 0.00022903594174105167 }, { "score": 5.687942981719971, "text": "The wages, welfare, labor insurance and other rights and obligations of working personnel and Management Personnel shall be regulated through individual or group labor contracts.", "probability": 0.00015275434587526176 }, { "score": 5.311927795410156, "text": "The Joint Venture Company shall take out the required insurance from an insurance company or organization permitted by Chinese laws and regulations to provide such insurance", "probability": 0.00010487989750959446 }, { "score": 5.140143394470215, "text": "Matters relating to the recruitment, wages, insurance, welfare, dismissal of the staff and workers of the Joint Venture Company shall be handled in accordance with the LABOR LAW OF THE PEOPLE'S REPUBLIC OF CHINA and the REGULATIONS OF THE PEOPLE'S REPUBLIC OF CHINA ON LABOR MANAGEMENT IN FOREIGN INVESTMENT ENTERPRISES and related PRC regulations. The Joint Venture Company's internal labor policies shall be established pursuant to relevant PRC laws and regulations, and approved by the Board of Directors.", "probability": 8.832573027887953e-05 }, { "score": 4.990185737609863, "text": "The Joint Venture Company, at its own expense, shall take out and maintain at all times during the Contract Term with insurance companies insurance against loss or damage by fire, natural disasters and other risks of types and in amounts as may be recommended by the CEO and decided by the Board of Directors. The", "probability": 7.602587968088605e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Covenant Not To Sue": [ { "text": "", "score": 12.196304321289062, "probability": 0.975721095984211 }, { "score": 7.508148193359375, "text": "no lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending, or to the best of such Party's knowledge threatened, against such Party that would affect in any way its ability to enter into or perform this Contract;", "probability": 0.008980186543659 }, { "score": 6.973121643066406, "text": "no lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending, or to the best of such Party's knowledge threatened, against such Party that would affect in any way its ability to enter into or perform this Contract; and", "probability": 0.005259279841118312 }, { "score": 6.308028221130371, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:", "probability": 0.0027044557297959404 }, { "score": 6.07354211807251, "text": "(6) no lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending, or to the best of such Party's knowledge threatened, against such Party that would affect in any way its ability to enter into or perform this Contract;", "probability": 0.002139162890939013 }, { "score": 5.538515090942383, "text": "(6) no lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending, or to the best of such Party's knowledge threatened, against such Party that would affect in any way its ability to enter into or perform this Contract; and", "probability": 0.001252808151573829 }, { "score": 5.31879997253418, "text": "Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0010056885532287996 }, { "score": 5.233145713806152, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract.", "probability": 0.0009231331248997526 }, { "score": 4.370530605316162, "text": "Each of the Parties hereby represents and warrants to the other Party that, as of the date hereof and as of the Effective Date:", "probability": 0.0003896147172250599 }, { "score": 4.30678653717041, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 0.00036555409761480906 }, { "score": 4.243452072143555, "text": "Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company;", "probability": 0.0003431198534507371 }, { "score": 4.078191757202148, "text": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "probability": 0.000290853440136689 }, { "score": 3.6889963150024414, "text": "Each of the Parties hereby represents and warrants to the other Party", "probability": 0.00019708282186756503 }, { "score": 2.799806833267212, "text": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "probability": 8.09988189923098e-05 }, { "score": 2.6167871952056885, "text": "Unless otherwise provided pursuant to a written agreement signed by a Party and a creditor of the Joint Venture Company, creditors of the Joint Venture Company and other claimants against the Joint Venture Company shall have recourse only to the assets of the Joint Venture Company and shall not have rights to seek compensation, damages or other remedies from any of the Parties.", "probability": 6.745191247129469e-05 }, { "score": 2.5117056369781494, "text": "no lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending, or to the best of such Party's knowledge threatened, against such Party that would affect in any way its ability to enter into or perform this Contract; and\n\n (7) all documents, statements and information of or derived from any", "probability": 6.072365817735371e-05 }, { "score": 2.4814414978027344, "text": "Breach of this Article by Party A shall be deemed to be a material breach of this Contract.\n\nArticle 46\n\nParty B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 5.8913439456258726e-05 }, { "score": 2.4516372680664062, "text": "no lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending, or to the best of such Party's knowledge threatened, against such Party that would affect in any way its ability to enter into or perform this Contract", "probability": 5.718347791512049e-05 }, { "score": 2.3743185997009277, "text": "Unless otherwise provided pursuant to a written agreement signed by a Party and a creditor of the Joint Venture Company, creditors of the Joint Venture Company and other claimants against the Joint Venture Company shall have recourse only to the assets of the Joint Venture Company and shall not have rights to seek compensation, damages or other remedies from any of the Parties.", "probability": 5.2928732595108856e-05 }, { "score": 2.3126683235168457, "text": "neither the signature of this Contract nor the performance of its obligations hereunder will conflict with, or result in a breach of, or constitute a default under, any provision of the Articles of Association (in the case of Party A) or the Certificate of Incorporation or By-Laws (in the case of Party B) of such Party, or any law, regulation, rule, authorization or approval of any government agency or body, or of any contract or agreement, to which such Party is a party or subject;", "probability": 4.9764210672442395e-05 } ], "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Third Party Beneficiary": [ { "text": "", "score": 12.115601539611816, "probability": 0.901253766645835 }, { "score": 8.313815116882324, "text": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.020125757155255577 }, { "score": 8.303025245666504, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "probability": 0.019909770158820957 }, { "score": 8.098794937133789, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party.", "probability": 0.01623192960109636 }, { "score": 7.838210105895996, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "probability": 0.012508337653469313 }, { "score": 7.20872688293457, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. 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In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties", "probability": 0.0012871083684103946 }, { "score": 5.451229095458984, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party", "probability": 0.0011496004230670076 }, { "score": 5.3048095703125, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party", "probability": 0.0009930193771794096 }, { "score": 5.016558647155762, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.0007443409935317495 }, { "score": 4.683338642120361, "text": "Unless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party. Each Party agrees promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect a transfer of registered capital for which the foregoing consent has been obtained.", "probability": 0.0005334040739597074 }, { "score": 4.54464054107666, "text": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "probability": 0.0004643233332254647 }, { "score": 4.329627513885498, "text": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. 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indirectly:", "probability": 1.2034480126485074e-05 }, { "score": 0.09970760345458984, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 9.461981865698782e-06 }, { "score": 0.08416128158569336, "text": "program", "probability": 9.316020372028949e-06 }, { "score": -0.0686948299407959, "text": "Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 7.995504348389055e-06 }, { "score": -0.09206795692443848, "text": "maskants for the aerospace industry; (ix) temporary and permanent coatings for metal and concrete products, tubes and pipes and other applications; (x) construction products, such as flexible sealants and protective coatings, for various applications; (xi) various specialty greases used in automobile, industrial and various other applications; (xii) various die casting lubricants and mold release agents; (xiii) various dust suppressants, ground control agents and roofing products used in mining; and (xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 7.810791477671342e-06 }, { "score": -0.12393522262573242, "text": "\").", "probability": 7.565807132830982e-06 }, { "score": -0.38864612579345703, "text": "s to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 5.806210563149642e-06 }, { "score": -0.5147068500518799, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 5.118530607610745e-06 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Renewal Term": [ { "text": "", "score": 11.512052536010742, "probability": 0.9999112577744849 }, { "score": 1.859063744544983, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 6.422759970972625e-05 }, { "score": -0.6752195358276367, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 5.094439954184247e-06 }, { "score": -0.6943535804748535, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 4.997889360011716e-06 }, { "score": -1.5323071479797363, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 2.162061420251444e-06 }, { "score": -1.5629420280456543, "text": "employees of the Combined Business", "probability": 2.0968311895395764e-06 }, { "score": -1.9681198596954346, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 1.398289097539478e-06 }, { "score": -2.010108709335327, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 1.3407921103660863e-06 }, { "score": -2.1033244132995605, "text": "employ", "probability": 1.2214575545591079e-06 }, { "score": -2.1825780868530273, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants.", "probability": 1.1283892676033238e-06 }, { "score": -2.2984516620635986, "text": "provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 1.0049297250337475e-06 }, { "score": -2.349233627319336, "text": "ees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 9.551715209595155e-07 }, { "score": -2.6793737411499023, "text": "employees of the Combined Business;", "probability": 6.865992671227516e-07 }, { "score": -2.763502597808838, "text": "To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable.", "probability": 6.311994871071777e-07 }, { "score": -2.9699044227600098, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 5.134846479370376e-07 }, { "score": -3.5170745849609375, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 2.9709441081212876e-07 }, { "score": -3.5447654724121094, "text": "; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 2.889804625980386e-07 }, { "score": -3.6754326820373535, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (", "probability": 2.535831742417944e-07 }, { "score": -3.752389430999756, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.3480024321034083e-07 }, { "score": -3.8705482482910156, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"),", "probability": 2.0863291214870075e-07 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.731111526489258, "probability": 0.9990715752949282 }, { "score": 4.457235336303711, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.0006927751667327501 }, { "score": 1.7472927570343018, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 4.60976942531493e-05 }, { "score": 1.5458598136901855, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 3.768755708603683e-05 }, { "score": 1.511021375656128, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 3.639718917423213e-05 }, { "score": 0.9406403303146362, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.057569460866966e-05 }, { "score": 0.6240512132644653, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 1.4992069912134463e-05 }, { "score": 0.5311723947525024, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 1.3662332181354745e-05 }, { "score": 0.4627675414085388, "text": "provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 1.2759010360129956e-05 }, { "score": 0.3575761318206787, "text": "employees of the Combined Business", "probability": 1.1485051351805462e-05 }, { "score": -0.09437775611877441, "text": "ees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 7.308897337774307e-06 }, { "score": -0.29001283645629883, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 6.010195872177114e-06 }, { "score": -0.31556105613708496, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"),", "probability": 5.8585909319700504e-06 }, { "score": -0.7389593124389648, "text": "employ", "probability": 3.8363096009263865e-06 }, { "score": -0.7667884230613708, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 3.7310203646609344e-06 }, { "score": -0.825127363204956, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 3.5195840404893816e-06 }, { "score": -0.9682212471961975, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 3.050327397559596e-06 }, { "score": -0.9940271377563477, "text": "employees of the Combined Business;", "probability": 2.9726179754491225e-06 }, { "score": -1.0112876892089844, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 2.9217492242073123e-06 }, { "score": -1.0597083568572998, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.783646666529162e-06 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Governing Law": [ { "score": 13.860445976257324, "text": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION).", "probability": 0.4709137925429799 }, { "score": 13.5359525680542, "text": "It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect.", "probability": 0.34042050688132985 }, { "text": "", "score": 12.203153610229492, "probability": 0.08978183576733614 }, { "score": 12.107178688049316, "text": "It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect.", "probability": 0.08156561255330269 }, { "score": 10.041074752807617, "text": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION). (b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA IN EACH CASE LOCATED IN THE CITY OF PHILADELPHIA AND COUNTY OF PHILADELPHIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.", "probability": 0.010332598734912359 }, { "score": 8.225753784179688, "text": "It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect", "probability": 0.0016819988107281123 }, { "score": 8.195261001586914, "text": "(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION).", "probability": 0.0016314840682327854 }, { "score": 7.793191909790039, "text": "It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect", "probability": 0.0010913560221947353 }, { "score": 7.411463737487793, "text": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION). (b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA IN EACH CASE LOCATED IN THE CITY OF PHILADELPHIA AND COUNTY OF PHILADELPHIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING", "probability": 0.0007450475834797533 }, { "score": 7.266745567321777, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants. To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable. It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect.", "probability": 0.000644664429207516 }, { "score": 6.411470890045166, "text": "Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION).", "probability": 0.0002740896490915946 }, { "score": 6.398258686065674, "text": "It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants. To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable. It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect.", "probability": 0.00027049213859272724 }, { "score": 5.896071434020996, "text": "To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable. It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect.", "probability": 0.0001637033229699858 }, { "score": 5.441402435302734, "text": "4. Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION).", "probability": 0.00010389562449868565 }, { "score": 5.2580461502075195, "text": "It", "probability": 8.649014696253671e-05 }, { "score": 5.152131080627441, "text": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION). (b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA IN EACH CASE LOCATED IN THE CITY OF PHILADELPHIA AND COUNTY OF PHILADELPHIA,", "probability": 7.779797712810377e-05 }, { "score": 4.873376846313477, "text": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION", "probability": 5.887174096282424e-05 }, { "score": 4.764695167541504, "text": "THIS", "probability": 5.28088883674009e-05 }, { "score": 4.74310302734375, "text": "It", "probability": 5.168085361409353e-05 }, { "score": 4.735165596008301, "text": "ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA IN EACH CASE LOCATED IN THE CITY OF PHILADELPHIA AND COUNTY OF PHILADELPHIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.", "probability": 5.127226410793755e-05 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.003036499023438, "probability": 0.8966424380932334 }, { "score": 9.575628280639648, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.07914241448013626 }, { "score": 7.176023483276367, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.007182475832583473 }, { "score": 6.357082843780518, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.0031667426601923654 }, { "score": 6.18475866317749, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.0026654671338471945 }, { "score": 5.900617599487305, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto", "probability": 0.0020061917301506115 }, { "score": 5.679912567138672, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business. Each Seller agrees that this covenant is reasonable with respect to its duration, geographical area and scope. For purposes of this Agreement, the term \"control\" (including the terms \"controlled by\" and \"under common control with\") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.0016088718690947653 }, { "score": 5.573783874511719, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.001446872800816292 }, { "score": 5.519157409667969, "text": "(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.0013699552478360255 }, { "score": 5.197065353393555, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.00099271269930063 }, { "score": 5.1537370681762695, "text": "Each Seller agrees that this covenant is reasonable with respect to its duration, geographical area and scope. For purposes of this Agreement, the term \"control\" (including the terms \"controlled by\" and \"under common control with\") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.0009506186764352557 }, { "score": 4.71607780456543, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.0006136678049015674 }, { "score": 4.481006622314453, "text": "(c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.00048511334522189893 }, { "score": 4.317241191864014, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 0.0004118326735402091 }, { "score": 4.147210597991943, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall:", "probability": 0.00034743810735109014 }, { "score": 3.9565043449401855, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.0002871142694028019 }, { "score": 3.9474196434020996, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.0002845177341897102 }, { "score": 3.336444616317749, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.00015444229927802177 }, { "score": 3.2818186283111572, "text": "(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.00014623202478696905 }, { "score": 2.8492424488067627, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 9.488051770131313e-05 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Compete": [ { "score": 13.40688705444336, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.6228333283385851 }, { "text": "", "score": 11.782295227050781, "probability": 0.12269322384999216 }, { "score": 11.019248008728027, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.05720491987700506 }, { "score": 10.548198699951172, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.03571570820471762 }, { "score": 10.055557250976562, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.021822665876592453 }, { "score": 10.036345481872559, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants. To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable. It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect.", "probability": 0.02140741547798401 }, { "score": 9.914396286010742, "text": "(c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.018949701582998444 }, { "score": 9.789758682250977, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.01672911442167413 }, { "score": 9.49306869506836, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto", "probability": 0.01243432250503791 }, { "score": 9.338082313537598, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.010649087538324088 }, { "score": 9.160384178161621, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.0089153639591054 }, { "score": 9.13311767578125, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.008675557367075112 }, { "score": 8.8275785446167, "text": "(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.006391509330225397 }, { "score": 8.773037910461426, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.006052248211710924 }, { "score": 8.75548267364502, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 0.005946926737664771 }, { "score": 8.745388984680176, "text": "It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect.", "probability": 0.005887202236221527 }, { "score": 8.568073272705078, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.004930622118704 }, { "score": 8.452110290527344, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.00439075936548987 }, { "score": 8.406356811523438, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.004194393318501965 }, { "score": 8.401945114135742, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.004175929682389948 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Exclusivity": [ { "text": "", "score": 12.15283203125, "probability": 0.8789708934157552 }, { "score": 9.128497123718262, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.042709307738830596 }, { "score": 8.896825790405273, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.03387731251514353 }, { "score": 8.805120468139648, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.030908777984630008 }, { "score": 6.803817272186279, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 0.00417760044206453 }, { "score": 6.1489458084106445, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall:", "probability": 0.0021703003345737016 }, { "score": 5.861281394958496, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.001627753995183681 }, { "score": 5.231197357177734, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.0008668555802107432 }, { "score": 5.061422824859619, "text": "(such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.0007315004652164755 }, { "score": 4.912840366363525, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 0.0006305014139198724 }, { "score": 4.754384994506836, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto", "probability": 0.0005381083995847858 }, { "score": 4.7084059715271, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.0005139268823523118 }, { "score": 4.455116271972656, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 0.00039893213054993133 }, { "score": 4.437895774841309, "text": "(c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.00039212113363004165 }, { "score": 4.426940441131592, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 0.0003878487611203044 }, { "score": 4.0898284912109375, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\"). WHEREAS, Buyer, Gulf Houghton and other shareholders of the Company are parties to a Share Purchase Agreement dated as of April 4, 2017, under which Buyer is acquiring the Shares (the \"Purchase Agreement\"). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.", "probability": 0.0002768576631807146 }, { "score": 3.934633255004883, "text": "(such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.00023705881776811693 }, { "score": 3.807105779647827, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.00020867558293180313 }, { "score": 3.7392966747283936, "text": "such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.000194994568885139 }, { "score": 3.6630091667175293, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged;", "probability": 0.00018067217446833276 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__No-Solicit Of Customers": [ { "score": 13.444999694824219, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.17680269548501776 }, { "score": 13.306954383850098, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.15400561843144284 }, { "score": 13.255879402160645, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.14633728130959023 }, { "score": 12.614028930664062, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.07701988473937808 }, { "score": 12.597457885742188, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.07575410141084314 }, { "score": 12.59141731262207, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.07529788252113184 }, { "score": 12.453371047973633, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.06558885243999235 }, { "score": 12.112394332885742, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.04663862377010433 }, { "text": "", "score": 12.075754165649414, "probability": 0.044960704136800526 }, { "score": 11.696616172790527, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 0.030773405955960318 }, { "score": 11.3031005859375, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.02076222619046458 }, { "score": 11.13257122039795, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from", "probability": 0.017507089647733436 }, { "score": 10.687117576599121, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller", "probability": 0.01121387978787333 }, { "score": 10.551219940185547, "text": "(2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.009788954335648485 }, { "score": 10.439749717712402, "text": "(i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.008756396124015891 }, { "score": 10.413174629211426, "text": "(2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.008526758950835388 }, { "score": 10.32929515838623, "text": "(ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.007840713670385658 }, { "score": 10.301704406738281, "text": "(i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.007627339598021179 }, { "score": 10.278987884521484, "text": "Notwithstanding the above, Sellers shall not be restricted from", "probability": 0.007456026158357789 }, { "score": 10.263517379760742, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n", "probability": 0.007341565336402952 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Competitive Restriction Exception": [ { "score": 12.716459274291992, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.11929195998676431 }, { "score": 12.656658172607422, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.11236728449837423 }, { "score": 12.576204299926758, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.10368100846150151 }, { "score": 12.537336349487305, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.09972845164162428 }, { "score": 12.474259376525879, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.09363217138712426 }, { "score": 12.295136451721191, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.07827678811981248 }, { "score": 12.174903869628906, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.06940913790405365 }, { "score": 12.115050315856934, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.06537663784569375 }, { "score": 11.857709884643555, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.05054300428730452 }, { "score": 11.833924293518066, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.049354993828234175 }, { "text": "", "score": 11.804693222045898, "probability": 0.04793317633900082 }, { "score": 11.31934642791748, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.0295020893783018 }, { "score": 11.011819839477539, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.021691804117830726 }, { "score": 10.520397186279297, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.013270079583593756 }, { "score": 10.274218559265137, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 0.010374316854178481 }, { "score": 10.12443733215332, "text": "(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.008931210959453576 }, { "score": 10.003241539001465, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 0.007911806981078946 }, { "score": 9.9146728515625, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.007241204144474374 }, { "score": 9.796380043029785, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n", "probability": 0.006433345525093066 }, { "score": 9.554180145263672, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n", "probability": 0.005049528156507252 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__No-Solicit Of Employees": [ { "score": 13.597282409667969, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.2709444320070636 }, { "score": 12.936843872070312, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.13997659279543098 }, { "score": 12.746081352233887, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.11566669016981772 }, { "score": 12.703286170959473, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.1108211358844885 }, { "score": 12.459444046020508, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.08684069847885874 }, { "text": "", "score": 12.175800323486328, "probability": 0.06539407550351209 }, { "score": 11.986939430236816, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 0.0541398640163416 }, { "score": 11.416942596435547, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from", "probability": 0.03061756729012408 }, { "score": 11.128511428833008, "text": "(2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.02294598030541466 }, { "score": 10.803756713867188, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or", "probability": 0.016583165530298066 }, { "score": 10.651111602783203, "text": "(2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.014235558368794558 }, { "score": 10.456235885620117, "text": "provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.011714966681444837 }, { "score": 10.454259872436523, "text": "ees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.011691840609073776 }, { "score": 10.310041427612305, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller", "probability": 0.010121610280769662 }, { "score": 10.13957405090332, "text": "(i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.008535256368783462 }, { "score": 10.036776542663574, "text": "Notwithstanding the above, Sellers shall not be restricted from", "probability": 0.00770144431699554 }, { "score": 9.984983444213867, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.007312716262327011 }, { "score": 9.802216529846191, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business", "probability": 0.006091216844884876 }, { "score": 9.6854887008667, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries,", "probability": 0.005420131315493065 }, { "score": 9.172501564025879, "text": "(ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.003245056970083327 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.551518440246582, "probability": 0.9806805360513311 }, { "score": 6.813777923583984, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.008589205483623576 }, { "score": 6.375028133392334, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.005538681346621289 }, { "score": 4.7376203536987305, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.0010771823197410035 }, { "score": 4.538900852203369, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.0008830523153620594 }, { "score": 3.9439849853515625, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.00048709958035391305 }, { "score": 3.8548696041107178, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.0004455694816510655 }, { "score": 3.6075544357299805, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.0003479427760694198 }, { "score": 3.5557923316955566, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.00033039071060086175 }, { "score": 3.3683347702026367, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.0002739151437675356 }, { "score": 3.357072591781616, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.0002708475687580905 }, { "score": 3.096475839614868, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall:", "probability": 0.00020871286038021567 }, { "score": 3.008702039718628, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 0.00019117431076366012 }, { "score": 2.763300895690918, "text": "ees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.000149572988283029 }, { "score": 2.5086722373962402, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 0.00011594962520798709 }, { "score": 2.4257264137268066, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.0001067201521295413 }, { "score": 2.1984126567840576, "text": "(c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 8.502082706111992e-05 }, { "score": 2.129848003387451, "text": "provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 7.938675949269524e-05 }, { "score": 1.9998201131820679, "text": "(b) Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall:", "probability": 6.970720661070453e-05 }, { "score": 1.9944300651550293, "text": "employees of the Combined Business;", "probability": 6.933249219080444e-05 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.577428817749023, "probability": 0.9844678212792505 }, { "score": 6.18599796295166, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.00448469441100272 }, { "score": 6.004621982574463, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.00374078086485162 }, { "score": 5.912553310394287, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.0034117511897136157 }, { "score": 4.431032180786133, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 0.000775462677327112 }, { "score": 3.682734251022339, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.00036692663537355217 }, { "score": 3.6600964069366455, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.0003587135217501344 }, { "score": 3.399232864379883, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.0002763478885656055 }, { "score": 3.3903932571411133, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.00027391584675298084 }, { "score": 3.318747043609619, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 0.00025497734983686286 }, { "score": 3.207623243331909, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.00022816086234159455 }, { "score": 3.125788450241089, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.00021023293361163887 }, { "score": 2.9925477504730225, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.00018400729874369452 }, { "score": 2.908424139022827, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.00016916115026705797 }, { "score": 2.866814613342285, "text": "(i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.00016226686371232147 }, { "score": 2.746748685836792, "text": "employees of the Combined Business;", "probability": 0.0001439083097998198 }, { "score": 2.741405963897705, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.0001431414979710579 }, { "score": 2.654587507247925, "text": "(ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.00013123835591295267 }, { "score": 2.4679617881774902, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.00010889558219881443 }, { "score": 2.455950975418091, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.00010759548101594122 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.177043914794922, "probability": 0.9949992584796864 }, { "score": 5.769789695739746, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.001641298624756685 }, { "score": 5.183373928070068, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.0009130834552771357 }, { "score": 5.011160850524902, "text": "Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement.", "probability": 0.0007686334567279847 }, { "score": 4.472853660583496, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.00044867868891653617 }, { "score": 4.212784767150879, "text": "Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement", "probability": 0.00034593058143919274 }, { "score": 3.779618978500366, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.00022431971528272168 }, { "score": 3.6471190452575684, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.00019648230991061285 }, { "score": 3.0945253372192383, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.00011306678856035359 }, { "score": 2.699280023574829, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 7.61521551008256e-05 }, { "score": 2.4251632690429688, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 5.7894166322501844e-05 }, { "score": 2.168196201324463, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto", "probability": 4.477498251432137e-05 }, { "score": 1.837443232536316, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 3.216556880356647e-05 }, { "score": 1.5633264780044556, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 2.445365843824117e-05 }, { "score": 1.5538123846054077, "text": "(c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 2.4222107294142852e-05 }, { "score": 1.446014404296875, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 2.174682479402149e-05 }, { "score": 1.2632887363433838, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 1.8115032029075168e-05 }, { "score": 1.1979223489761353, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\"). WHEREAS, Buyer, Gulf Houghton and other shareholders of the Company are parties to a Share Purchase Agreement dated as of April 4, 2017, under which Buyer is acquiring the Shares (the \"Purchase Agreement\").", "probability": 1.6968788823541735e-05 }, { "score": 1.1755893230438232, "text": "employees of the Combined Business", "probability": 1.6594024806400983e-05 }, { "score": 1.1491222381591797, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 1.616059051601887e-05 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Change Of Control": [ { "text": "", "score": 12.218217849731445, "probability": 0.8135882147763761 }, { "score": 10.003732681274414, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.08885174470167143 }, { "score": 9.6146240234375, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.06021132954657259 }, { "score": 8.146258354187012, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.013866763528529861 }, { "score": 7.903322219848633, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.010876002204528739 }, { "score": 6.824596881866455, "text": "For purposes of this Agreement, the term \"control\" (including the terms \"controlled by\" and \"under common control with\") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.003698152577153532 }, { "score": 6.051758766174316, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto", "probability": 0.0017074401759335327 }, { "score": 5.515970230102539, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.0009992070542685146 }, { "score": 5.390913009643555, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.0008817466750396615 }, { "score": 5.381277084350586, "text": "(c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.0008732910343388673 }, { "score": 5.260347843170166, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.0007738202657036528 }, { "score": 5.2344889640808105, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.0007540666449887547 }, { "score": 4.972156047821045, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business", "probability": 0.0005800694492285377 }, { "score": 4.658392429351807, "text": "(c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.0004238519492472925 }, { "score": 4.633828163146973, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto", "probability": 0.0004135671732723355 }, { "score": 4.606983184814453, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 0.00040261266607942843 }, { "score": 4.582208633422852, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business", "probability": 0.00039276066129925567 }, { "score": 4.26551628112793, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.00028614768816719754 }, { "score": 4.2328596115112305, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business;", "probability": 0.00027695399243819014 }, { "score": 3.5666451454162598, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall:", "probability": 0.00014225723516268969 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Anti-Assignment": [ { "score": 14.355828285217285, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.4521201261737542 }, { "score": 14.039399147033691, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.32948102736545753 }, { "score": 12.807214736938477, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.", "probability": 0.09609471907904545 }, { "score": 12.429338455200195, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.", "probability": 0.06585517945023146 }, { "text": "", "score": 12.058382034301758, "probability": 0.045444948006751286 }, { "score": 9.718912124633789, "text": "No assignment shall relieve the assigning party of any of its obligations hereunder.", "probability": 0.004379925651979483 }, { "score": 9.335119247436523, "text": "No assignment shall relieve the assigning party of any of its obligations hereunder.", "probability": 0.002983922984764328 }, { "score": 8.231578826904297, "text": "; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.0009897513312906426 }, { "score": 7.664723873138428, "text": "any purported assignment or transfer without such consent shall be null and void.", "probability": 0.0005614927022985499 }, { "score": 7.193144798278809, "text": "any purported assignment or transfer without such consent shall be null and void.", "probability": 0.000350380498461405 }, { "score": 6.870358467102051, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)", "probability": 0.0002537205263414381 }, { "score": 6.7748918533325195, "text": "provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.00023061894448887104 }, { "score": 6.621517181396484, "text": "; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.", "probability": 0.00019782683662768622 }, { "score": 6.609925746917725, "text": "provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.00019554697875138175 }, { "score": 6.403392791748047, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed", "probability": 0.00015905780600158212 }, { "score": 6.354189872741699, "text": "This", "probability": 0.00015142111206667343 }, { "score": 6.314579010009766, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and", "probability": 0.00014554042952549372 }, { "score": 6.3122758865356445, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void", "probability": 0.00014520561765036177 }, { "score": 6.277534008026123, "text": "and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.00014024752710323319 }, { "score": 6.116109848022461, "text": "any purported assignment or transfer without such consent shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.", "probability": 0.00011934097740901526 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.04911994934082, "probability": 0.9611486686140863 }, { "score": 8.627456665039062, "text": "Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement.", "probability": 0.03138926058088796 }, { "score": 6.540314197540283, "text": "Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement", "probability": 0.0038935578234266625 }, { "score": 5.613945960998535, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.0015418070084399376 }, { "score": 4.521947860717773, "text": "WHEREAS, Gulf Houghton owns 3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd.,", "probability": 0.0005173462033401088 }, { "score": 4.119947910308838, "text": "3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd.,", "probability": 0.0003460946660537382 }, { "score": 3.754589796066284, "text": "WHEREAS, Gulf Houghton owns 3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd.,", "probability": 0.0002401717337403784 }, { "score": 3.648003578186035, "text": "Global Houghton Ltd.,", "probability": 0.00021588978154445706 }, { "score": 3.234504222869873, "text": "3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd.,", "probability": 0.00014277481253043754 }, { "score": 3.0376570224761963, "text": "WHEREAS, Gulf Houghton owns 3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd., an exempted company incorporated under the Laws of the Cayman Islands (the \"Company\"); Gulf International owns approximately 90% of Gulf Houghton; and Gulf Oil is an indirect owner of approximately 10% of Gulf Houghton.", "probability": 0.00011726325513334149 }, { "score": 2.517571449279785, "text": "3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd., an exempted company incorporated under the Laws of the Cayman Islands (the \"Company\"); Gulf International owns approximately 90% of Gulf Houghton; and Gulf Oil is an indirect owner of approximately 10% of Gulf Houghton.", "probability": 6.970944918301575e-05 }, { "score": 2.391368865966797, "text": "Gulf Houghton owns 3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd.,", "probability": 6.144443648240852e-05 }, { "score": 2.2072792053222656, "text": "Gulf International owns approximately 90% of Gulf Houghton; and Gulf Oil is an indirect owner of approximately 10% of Gulf Houghton.", "probability": 5.1113243603847174e-05 }, { "score": 2.1045515537261963, "text": "WHEREAS, Gulf Houghton owns 3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd., an exempted company incorporated under the Laws of the Cayman Islands (the \"Company\"); Gulf International owns approximately 90% of Gulf Houghton; and Gulf Oil is an indirect owner of approximately 10% of Gulf Houghton.", "probability": 4.612319562546724e-05 }, { "score": 2.0609352588653564, "text": "(\"Gulf Oil\" and, together with Gulf Houghton and Gulf International, the \"Sellers\" and each, a \"Seller\"). In addition, Gulf Oil Lubricants India, Ltd, a public limited company incorporated in India (\"Gulf India\"), is executing this Agreement solely for purposes of Section 1(c) [Confidentiality; Non-competition; Non-solicitation]. BACKGROUND WHEREAS, Gulf Houghton owns 3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd.,", "probability": 4.415471372564359e-05 }, { "score": 1.8881555795669556, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 3.714837424166385e-05 }, { "score": 1.8783249855041504, "text": "Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers", "probability": 3.678497280699963e-05 }, { "score": 1.8577818870544434, "text": "Purs", "probability": 3.603700458609701e-05 }, { "score": 1.793536901473999, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\"). WHEREAS, Buyer, Gulf Houghton and other shareholders of the Company are parties to a Share Purchase Agreement dated as of April 4, 2017, under which Buyer is acquiring the Shares (the \"Purchase Agreement\").", "probability": 3.379461026343538e-05 }, { "score": 1.702551245689392, "text": "3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd., an exempted company incorporated under the Laws of the Cayman Islands (the \"Company\"); Gulf International owns approximately 90% of Gulf Houghton; and Gulf Oil is an indirect owner of approximately 10% of Gulf Houghton.", "probability": 3.085552029850948e-05 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.97618579864502, "probability": 0.8685604421797286 }, { "score": 8.910926818847656, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.04051118858110809 }, { "score": 8.512882232666016, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.02720861391013835 }, { "score": 8.309783935546875, "text": "(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.022207616462182805 }, { "score": 7.614267349243164, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.011077529948342062 }, { "score": 6.827841758728027, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.005045481736227363 }, { "score": 6.597013473510742, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.0040054857212645425 }, { "score": 6.416370868682861, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.00334351365670281 }, { "score": 6.236199378967285, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged;", "probability": 0.002792258474218348 }, { "score": 6.198968887329102, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.0026902127123291123 }, { "score": 5.995870590209961, "text": "(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.002195746255741172 }, { "score": 5.884124279022217, "text": "and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.001963592409118219 }, { "score": 5.701207160949707, "text": ", and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.001635352764733196 }, { "score": 5.539872646331787, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged", "probability": 0.0013916972211421741 }, { "score": 5.337584495544434, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged;", "probability": 0.0011368211175263202 }, { "score": 5.30035400390625, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.0010952749003186814 }, { "score": 5.0093841552734375, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.0008187598460845084 }, { "score": 4.989448547363281, "text": "nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.0008025989942515357 }, { "score": 4.961986541748047, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.0007808579094024356 }, { "score": 4.904120445251465, "text": "; provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.0007369551994397207 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.120580673217773, "probability": 0.9705169973579892 }, { "score": 7.8344011306762695, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.013351775522405579 }, { "score": 6.665590763092041, "text": "provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.004148882439754112 }, { "score": 6.262988567352295, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.0027738515636786193 }, { "score": 6.111319541931152, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.002383494731345714 }, { "score": 5.741479873657227, "text": "(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.0016466256229989125 }, { "score": 5.41115665435791, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.0011834156758427018 }, { "score": 5.2935404777526855, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.001052100583053077 }, { "score": 4.694101810455322, "text": "and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.0005777292496393325 }, { "score": 4.242345809936523, "text": "provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.0003677301319959102 }, { "score": 4.22012186050415, "text": "and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.00035964785880581254 }, { "score": 4.096977233886719, "text": ", and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.00031797754151782987 }, { "score": 3.792588472366333, "text": "restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.00023453198955798114 }, { "score": 3.720966339111328, "text": "apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.00021832174328188417 }, { "score": 3.6880745887756348, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.00021125757234549688 }, { "score": 3.49837064743042, "text": ", and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.00017475310857819172 }, { "score": 3.318235397338867, "text": "(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.00014594632535808858 }, { "score": 3.2445082664489746, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.00013557320987457505 }, { "score": 2.9673523902893066, "text": "did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.00010275586299540745 }, { "score": 2.9059054851531982, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 9.663190898158013e-05 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.032007217407227, "probability": 0.7617840234434234 }, { "score": 9.611949920654297, "text": "(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.06773518640188173 }, { "score": 9.51890754699707, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.06171724634989208 }, { "score": 8.682623863220215, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.02674318641725478 }, { "score": 8.49940299987793, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.022265955754709826 }, { "score": 7.764931678771973, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.010682293344113044 }, { "score": 7.18734073638916, "text": "; provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.005995424534247079 }, { "score": 7.158655643463135, "text": "nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.005825888428676954 }, { "score": 7.157196998596191, "text": "(ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.005817396721123508 }, { "score": 7.064153671264648, "text": "(iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.00530054441751117 }, { "score": 6.651532173156738, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged;", "probability": 0.0035084980413794347 }, { "score": 6.573718547821045, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged", "probability": 0.003245840764987153 }, { "score": 6.484650135040283, "text": "and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.002969239915468006 }, { "score": 6.468311309814453, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged;", "probability": 0.002921120203703074 }, { "score": 6.39049768447876, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged", "probability": 0.0027024358927329427 }, { "score": 6.27455472946167, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.0024065894849689103 }, { "score": 6.227870464324951, "text": "provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.002296821771018878 }, { "score": 6.212359428405762, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.0022614705617331667 }, { "score": 6.044649600982666, "text": "(i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business", "probability": 0.001912297627217837 }, { "score": 6.042682647705078, "text": "provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 0.0019085399239571461 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.173416137695312, "probability": 0.9977972269085431 }, { "score": 5.751101970672607, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.0016213123423890398 }, { "score": 4.444156646728516, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.00043880093720392036 }, { "score": 1.7246276140213013, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 2.891952092204226e-05 }, { "score": 1.1850067377090454, "text": "(such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.6859190783922683e-05 }, { "score": 1.1411715745925903, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.613612895046967e-05 }, { "score": 1.0968198776245117, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 1.5436102672175052e-05 }, { "score": 0.652642011642456, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.", "probability": 9.899965072922021e-06 }, { "score": 0.5436291694641113, "text": "such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 8.877485806071291e-06 }, { "score": 0.4940478801727295, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 8.448062268013021e-06 }, { "score": 0.3184065818786621, "text": "programs to provide CMS", "probability": 7.0872386910238765e-06 }, { "score": 0.17988359928131104, "text": "(b) Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 6.170456466501052e-06 }, { "score": -0.07822179794311523, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 4.766762815894881e-06 }, { "score": -0.25422048568725586, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns;", "probability": 3.997498265448997e-06 }, { "score": -0.28051483631134033, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 3.893756532313207e-06 }, { "score": -0.5860087871551514, "text": "provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.8687615769280164e-06 }, { "score": -0.5963590145111084, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 2.8392223748095766e-06 }, { "score": -0.6046357154846191, "text": "This", "probability": 2.8158199612017168e-06 }, { "score": -0.9413704872131348, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder. 4. Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION).", "probability": 2.010772004740939e-06 }, { "score": -1.1494295597076416, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\"). WHEREAS, Buyer, Gulf Houghton and other shareholders of the Company are parties to a Share Purchase Agreement dated as of April 4, 2017, under which Buyer is acquiring the Shares (the \"Purchase Agreement\").", "probability": 1.6330666993009416e-06 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.12852668762207, "probability": 0.9821881809393574 }, { "score": 8.04420280456543, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.016534664190619525 }, { "score": 4.460006237030029, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged;", "probability": 0.0004589851004637097 }, { "score": 3.1456456184387207, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 0.00012330452764786903 }, { "score": 3.0927228927612305, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall:", "probability": 0.00011694858624342055 }, { "score": 3.0055346488952637, "text": "such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.0001071839117629118 }, { "score": 2.9593915939331055, "text": "Combined Business\").", "probability": 0.00010235049061242915 }, { "score": 2.6806559562683105, "text": "(such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 7.745270313316073e-05 }, { "score": 2.42342209815979, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 5.9885452337102846e-05 }, { "score": 2.379148006439209, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 5.729191521717621e-05 }, { "score": 2.2067277431488037, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business;", "probability": 4.821833075067159e-05 }, { "score": 1.3565404415130615, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged", "probability": 2.060537477461868e-05 }, { "score": 1.0967204570770264, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\"). WHEREAS, Buyer, Gulf Houghton and other shareholders of the Company are parties to a Share Purchase Agreement dated as of April 4, 2017, under which Buyer is acquiring the Shares (the \"Purchase Agreement\").", "probability": 1.5890667206007523e-05 }, { "score": 1.0052905082702637, "text": "Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.4502224042564999e-05 }, { "score": 0.9698036909103394, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 1.3996610631440441e-05 }, { "score": 0.9674510955810547, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business", "probability": 1.3963720973840069e-05 }, { "score": 0.923529863357544, "text": "programs to provide CMS", "probability": 1.3363690633707044e-05 }, { "score": 0.8994393348693848, "text": "Each", "probability": 1.3045599143487603e-05 }, { "score": 0.7846180200576782, "text": "(b) Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged;", "probability": 1.1630483412943109e-05 }, { "score": 0.4752202033996582, "text": "provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 8.535481035857928e-06 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__License Grant": [ { "text": "", "score": 11.772300720214844, "probability": 0.8370792832408415 }, { "score": 10.003952026367188, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.14281785759356405 }, { "score": 7.482687950134277, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.011476552248863929 }, { "score": 6.183363437652588, "text": "programs to provide CMS", "probability": 0.003129838815399563 }, { "score": 5.375922679901123, "text": "(such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.0013959019267070544 }, { "score": 5.363919258117676, "text": "such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.0013792464882178305 }, { "score": 5.316413879394531, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 0.0013152568217745847 }, { "score": 4.211315631866455, "text": "(viii) chemical milling maskants for the aerospace industry; (ix) temporary and permanent coatings for metal and concrete products, tubes and pipes and other applications; (x) construction products, such as flexible sealants and protective coatings, for various applications; (xi) various specialty greases used in automobile, industrial and various other applications; (xii) various die casting lubricants and mold release agents; (xiii) various dust suppressants, ground control agents and roofing products used in mining; and (xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.0004355845751046464 }, { "score": 3.6620988845825195, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS", "probability": 0.00025150735470213766 }, { "score": 3.6383869647979736, "text": "(xiv)", "probability": 0.00024561378257532236 }, { "score": 2.795149326324463, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 0.00010569130984345478 }, { "score": 2.530229330062866, "text": "programs to provide", "probability": 8.109348929542754e-05 }, { "score": 2.3263847827911377, "text": "provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 6.613896975289292e-05 }, { "score": 2.022526502609253, "text": "program", "probability": 4.880827413763041e-05 }, { "score": 1.9154009819030762, "text": "Combined Business\").", "probability": 4.3849982940732626e-05 }, { "score": 1.6339495182037354, "text": "Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 3.3093035953132916e-05 }, { "score": 1.3397955894470215, "text": "programs to provide CMS (", "probability": 2.465966560253151e-05 }, { "score": 1.329695224761963, "text": "s to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.441184761974311e-05 }, { "score": 1.2976527214050293, "text": "\").", "probability": 2.3642030213431415e-05 }, { "score": 1.224238395690918, "text": "to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.196854689013796e-05 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Transferable License": [ { "score": 12.697686195373535, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.48025165101771655 }, { "score": 12.162155151367188, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.2811193171680319 }, { "text": "", "score": 11.976358413696289, "probability": 0.23345339354217223 }, { "score": 7.647713661193848, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.003078177512997127 }, { "score": 5.837900638580322, "text": "provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.0005038506836921515 }, { "score": 5.216207504272461, "text": "This", "probability": 0.00027058514761113203 }, { "score": 5.214329719543457, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void", "probability": 0.00027007752370642076 }, { "score": 4.6797990798950195, "text": "provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.0001582503706143062 }, { "score": 4.471019268035889, "text": "; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.00012843187281741514 }, { "score": 4.469666004180908, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void", "probability": 0.0001282581881531991 }, { "score": 4.4188947677612305, "text": "This", "probability": 0.00012190890565117736 }, { "score": 4.142172813415527, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable", "probability": 9.243929293750187e-05 }, { "score": 4.118138313293457, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void. No", "probability": 9.024404723065523e-05 }, { "score": 3.7390525341033936, "text": "ure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 6.177086771872734e-05 }, { "score": 3.633324146270752, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.", "probability": 5.557333330304168e-05 }, { "score": 3.534562110900879, "text": "this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 5.034712080837905e-05 }, { "score": 3.532031536102295, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed", "probability": 5.021987472405217e-05 }, { "score": 3.3977856636047363, "text": "3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 4.3911005643261256e-05 }, { "score": 3.224832057952881, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns", "probability": 3.693691217641291e-05 }, { "score": 3.1610803604125977, "text": "programs to provide CMS", "probability": 3.465561229423636e-05 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.08514404296875, "probability": 0.9266635140066954 }, { "score": 9.514453887939453, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.07087376669944193 }, { "score": 5.185683727264404, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.0009343821223552227 }, { "score": 4.557670593261719, "text": "programs to provide CMS", "probability": 0.0004986339927377275 }, { "score": 3.791311025619507, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.00023171606803790263 }, { "score": 3.7869863510131836, "text": "such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.00023071613519313528 }, { "score": 3.2771596908569336, "text": "(such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.00013856803642427738 }, { "score": 3.08215069770813, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 0.00011401755748719278 }, { "score": 2.79701566696167, "text": "(xiv)", "probability": 8.573125133656858e-05 }, { "score": 2.0610272884368896, "text": "program", "probability": 4.1067992232945253e-05 }, { "score": 1.9631900787353516, "text": "provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 3.724031200546049e-05 }, { "score": 1.8987817764282227, "text": "Combined Business\").", "probability": 3.491733910414668e-05 }, { "score": 1.3953633308410645, "text": "\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.110616299098177e-05 }, { "score": 1.317652702331543, "text": "Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.952810000537043e-05 }, { "score": 1.2125928401947021, "text": "s to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.758057487207284e-05 }, { "score": 1.0983262062072754, "text": "programs to provide", "probability": 1.5682225826686307e-05 }, { "score": 0.792400598526001, "text": "employees of the Combined Business;", "probability": 1.1549040389997684e-05 }, { "score": 0.7233200073242188, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 1.0778158865506934e-05 }, { "score": 0.7028388977050781, "text": "\").", "probability": 1.0559655446550119e-05 }, { "score": 0.5368447303771973, "text": "programs to provide CMS (", "probability": 8.944568550921318e-06 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.17048454284668, "probability": 0.9925193140739217 }, { "score": 7.240355491638184, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.007171518527131457 }, { "score": 2.7006094455718994, "text": "(such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 7.656397409990365e-05 }, { "score": 2.3902759552001953, "text": "such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 5.613688952585299e-05 }, { "score": 2.2733237743377686, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 4.9940933787734046e-05 }, { "score": 2.061542272567749, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 4.0409280789581065e-05 }, { "score": 1.0664787292480469, "text": "programs to provide CMS", "probability": 1.4939309161612534e-05 }, { "score": 0.977759599685669, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 1.3671000099352287e-05 }, { "score": 0.8549948930740356, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 1.2091613360713448e-05 }, { "score": 0.6764271259307861, "text": "provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.01142400263194e-05 }, { "score": 0.2323298454284668, "text": "(xiv)", "probability": 6.487304115931117e-06 }, { "score": 0.16402292251586914, "text": "Combined Business\").", "probability": 6.058971892876655e-06 }, { "score": 0.029689788818359375, "text": "\").", "probability": 5.2973515989180756e-06 }, { "score": -0.5301229953765869, "text": "Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 3.0264617961425794e-06 }, { "score": -0.6660034656524658, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 2.641940652836585e-06 }, { "score": -0.6742589473724365, "text": "Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.620219940902796e-06 }, { "score": -0.7440598011016846, "text": "s to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.4435634577903454e-06 }, { "score": -0.7901058197021484, "text": "program", "probability": 2.333598248069216e-06 }, { "score": -0.8390598297119141, "text": "programs to provide", "probability": 2.2221104085950554e-06 }, { "score": -0.8634188175201416, "text": ")\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.168635983781782e-06 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.61345386505127, "probability": 0.9922436739028484 }, { "score": 6.721625804901123, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.007449453365829849 }, { "score": 2.1538994312286377, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 7.733677306478374e-05 }, { "score": 1.8146846294403076, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 5.5089258935520114e-05 }, { "score": 1.5040749311447144, "text": "(such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 4.038042190562446e-05 }, { "score": 1.3561989068984985, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 3.482965005036235e-05 }, { "score": 0.9531171321868896, "text": "programs to provide CMS", "probability": 2.3275173145467127e-05 }, { "score": 0.5110642910003662, "text": "such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.4959318565385783e-05 }, { "score": -0.04306533932685852, "text": "(xiv)", "probability": 8.595207588127833e-06 }, { "score": -0.054378509521484375, "text": "provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 8.4985165143831e-06 }, { "score": -0.28096503019332886, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 6.775445356439072e-06 }, { "score": -0.3138313293457031, "text": "programs to provide", "probability": 6.5563811758657765e-06 }, { "score": -0.5776791572570801, "text": "Combined Business\").", "probability": 5.035893523100245e-06 }, { "score": -0.6586892604827881, "text": "improve tool life); (v) forming compounds (used generally to facilitate the drawing and extrusion of metal products); (vi) bio-lubricants (typically used in machinery in the forestry and construction industries); (vii) hydraulic fluids (used generally by steel, metalworking, mining, and other customers to operate hydraulic equipment); (viii) chemical milling maskants for the aerospace industry; (ix) temporary and permanent coatings for metal and concrete products, tubes and pipes and other applications; (x) construction products, such as flexible sealants and protective coatings, for various applications; (xi) various specialty greases used in automobile, industrial and various other applications; (xii) various die casting lubricants and mold release agents; (xiii) various dust suppressants, ground control agents and roofing products used in mining; and (xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 4.644022317947116e-06 }, { "score": -0.7016162872314453, "text": "program", "probability": 4.448886511955585e-06 }, { "score": -0.7181723117828369, "text": "\").", "probability": 4.375837010880521e-06 }, { "score": -0.9835512638092041, "text": "s to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 3.355896226205328e-06 }, { "score": -0.9946596622467041, "text": "xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 3.318823882209518e-06 }, { "score": -1.1950256824493408, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 2.716228799829011e-06 }, { "score": -1.2080814838409424, "text": "(v) forming compounds (used generally to facilitate the drawing and extrusion of metal products); (vi) bio-lubricants (typically used in machinery in the forestry and construction industries); (vii) hydraulic fluids (used generally by steel, metalworking, mining, and other customers to operate hydraulic equipment); (viii) chemical milling maskants for the aerospace industry; (ix) temporary and permanent coatings for metal and concrete products, tubes and pipes and other applications; (x) construction products, such as flexible sealants and protective coatings, for various applications; (xi) various specialty greases used in automobile, industrial and various other applications; (xii) various die casting lubricants and mold release agents; (xiii) various dust suppressants, ground control agents and roofing products used in mining; and (xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.6809967478728873e-06 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.023801803588867, "probability": 0.9956663299915187 }, { "score": 6.559099197387695, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.0042152528812524825 }, { "score": 1.8324363231658936, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 3.733017534092211e-05 }, { "score": 1.8079211711883545, "text": "programs to provide CMS", "probability": 3.642614689224975e-05 }, { "score": 0.47717714309692383, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 9.626722352677655e-06 }, { "score": 0.32751500606536865, "text": "(such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 8.288596652624232e-06 }, { "score": 0.031108856201171875, "text": "program", "probability": 6.162450599337313e-06 }, { "score": -0.11261487007141113, "text": "such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 5.337464869622729e-06 }, { "score": -0.6419713497161865, "text": "(vii) hydraulic fluids (used generally by steel, metalworking, mining, and other customers to operate hydraulic equipment); (viii) chemical milling maskants for the aerospace industry; (ix) temporary and permanent coatings for metal and concrete products, tubes and pipes and other applications; (x) construction products, such as flexible sealants and protective coatings, for various applications; (xi) various specialty greases used in automobile, industrial and various other applications; (xii) various die casting lubricants and mold release agents; (xiii) various dust suppressants, ground control agents and roofing products used in mining; and (xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 3.1436807194884065e-06 }, { "score": -0.9599988460540771, "text": "provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.2872879644775835e-06 }, { "score": -1.3598511219024658, "text": "Combined Business\").", "probability": 1.5334414832566552e-06 }, { "score": -1.5523741245269775, "text": "(xiv)", "probability": 1.2648980705261145e-06 }, { "score": -1.6642937660217285, "text": "programs to provide CMS (", "probability": 1.1309657353416327e-06 }, { "score": -1.6728508472442627, "text": "s to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.1213292585431628e-06 }, { "score": -1.7590034008026123, "text": "\").", "probability": 1.0287683047003167e-06 }, { "score": -1.9108715057373047, "text": "programs to provide", "probability": 8.838164806806907e-07 }, { "score": -1.9897210597991943, "text": "Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 8.168045897209555e-07 }, { "score": -2.0799498558044434, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business", "probability": 7.463324094089418e-07 }, { "score": -2.203000545501709, "text": "programs", "probability": 6.599211777792421e-07 }, { "score": -2.2520644664764404, "text": "to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 6.283243281826419e-07 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.23348617553711, "probability": 0.9997599539939266 }, { "score": 3.2878739833831787, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.00013027639267238105 }, { "score": 2.4615578651428223, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 5.701658399214689e-05 }, { "score": 1.010929822921753, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 1.3365999484584486e-05 }, { "score": 0.8334039449691772, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.1191877058921617e-05 }, { "score": 0.6294562816619873, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 9.127032270689262e-06 }, { "score": -0.19814705848693848, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 3.989385659984539e-06 }, { "score": -0.5565522909164429, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 2.7877421882494293e-06 }, { "score": -0.5976911783218384, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 2.6753845560419067e-06 }, { "score": -1.1438980102539062, "text": "employees of the Combined Business;", "probability": 1.5494287232539477e-06 }, { "score": -1.3272104263305664, "text": "employees of the Combined Business;", "probability": 1.2899118481547194e-06 }, { "score": -1.5601859092712402, "text": "employ", "probability": 1.0218333320884352e-06 }, { "score": -1.6318163871765137, "text": "provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 9.511989099582301e-07 }, { "score": -1.6524763107299805, "text": "employ", "probability": 9.317488236647148e-07 }, { "score": -1.7488889694213867, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 8.461110511837242e-07 }, { "score": -1.7492504119873047, "text": "employees of the Combined Business", "probability": 8.458052858959566e-07 }, { "score": -1.9602468013763428, "text": "provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 6.849136591019506e-07 }, { "score": -2.254484176635742, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants. To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable.", "probability": 5.103288949643727e-07 }, { "score": -2.283688545227051, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants. To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable. It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect.", "probability": 4.956405871415542e-07 }, { "score": -2.2978172302246094, "text": "employees of the Combined Business", "probability": 4.886870750757659e-07 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.367422103881836, "probability": 0.9775136250960549 }, { "score": 8.421954154968262, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.01890722797631218 }, { "score": 5.838464260101318, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.0014276851932373442 }, { "score": 4.919305801391602, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 0.0005694387388111453 }, { "score": 4.91204309463501, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.0005653180540107538 }, { "score": 4.553934574127197, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.00039515574554493157 }, { "score": 3.8571109771728516, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business", "probability": 0.0001968528278420132 }, { "score": 3.5574207305908203, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"),", "probability": 0.00014587734066542286 }, { "score": 2.5580005645751953, "text": "such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 5.369640053662107e-05 }, { "score": 2.55574369430542, "text": "(such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 5.357535137416394e-05 }, { "score": 2.3320698738098145, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 4.283755963793599e-05 }, { "score": 1.8984367847442627, "text": "programs to provide CMS", "probability": 2.776516535857498e-05 }, { "score": 1.6066241264343262, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 2.0738036620812584e-05 }, { "score": 1.4129111766815186, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 1.7085951604519643e-05 }, { "score": 1.4056488275527954, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 1.6962316941207387e-05 }, { "score": 0.9469102025032043, "text": "(ii) solicit the employment of any of the employees of the Combined Business.", "probability": 1.0721548642011157e-05 }, { "score": 0.8717374801635742, "text": "provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 9.945129021672956e-06 }, { "score": 0.7444088459014893, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 8.75613196985694e-06 }, { "score": 0.7320127487182617, "text": "program", "probability": 8.648260083527527e-06 }, { "score": 0.6649341583251953, "text": "programs to provide", "probability": 8.087175730732186e-06 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Audit Rights": [ { "text": "", "score": 12.226714134216309, "probability": 0.9999914358386216 }, { "score": 0.24813127517700195, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 6.2771693268164006e-06 }, { "score": -2.6932291984558105, "text": "employees of the Combined Business;", "probability": 3.3139596857128524e-07 }, { "score": -2.746521472930908, "text": "employees of the Combined Business", "probability": 3.1419746748896376e-07 }, { "score": -2.8786139488220215, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants. To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable. It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect. 2. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given:", "probability": 2.753186597950228e-07 }, { "score": -3.0810256004333496, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 2.2486889378847752e-07 }, { "score": -3.248216152191162, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 1.902477150349494e-07 }, { "score": -3.5945115089416504, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants. To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable. It being the purpose of this Section 1 to govern competition by the Sellers", "probability": 1.34562884104605e-07 }, { "score": -3.730468511581421, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 1.1745727224120966e-07 }, { "score": -3.7467684745788574, "text": "employ", "probability": 1.1555824215569213e-07 }, { "score": -3.7835240364074707, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.1138794434631319e-07 }, { "score": -4.02148962020874, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants. To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable.", "probability": 8.779929915529788e-08 }, { "score": -4.093111991882324, "text": "provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 8.173081853999452e-08 }, { "score": -4.503902435302734, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 5.4197820921082906e-08 }, { "score": -4.589552879333496, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 4.974899484095355e-08 }, { "score": -4.631478786468506, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants.", "probability": 4.770634233548386e-08 }, { "score": -4.771316051483154, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller", "probability": 4.148065139407506e-08 }, { "score": -4.8455986976623535, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 3.851102026059618e-08 }, { "score": -4.927793502807617, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 3.547221222430703e-08 }, { "score": -4.931249141693115, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 3.534984461928762e-08 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.350961685180664, "probability": 0.8479592328171044 }, { "score": 10.584062576293945, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.14488400420042355 }, { "score": 6.879748344421387, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement", "probability": 0.003566623034363441 }, { "score": 6.431265830993652, "text": "Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.002277632909187801 }, { "score": 4.769933700561523, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement. If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding.", "probability": 0.0004324902810207639 }, { "score": 3.8606414794921875, "text": "EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.00017421107407237477 }, { "score": 3.4878485202789307, "text": "ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA IN EACH CASE LOCATED IN THE CITY OF PHILADELPHIA AND COUNTY OF PHILADELPHIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.", "probability": 0.00011999795178866163 }, { "score": 3.3512423038482666, "text": "Accordingly", "probability": 0.00010467585267269647 }, { "score": 3.349246025085449, "text": "Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.00010446709892568795 }, { "score": 3.0172483921051025, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers", "probability": 7.49539965519351e-05 }, { "score": 2.7318310737609863, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach,", "probability": 5.6342955969298293e-05 }, { "score": 2.726951837539673, "text": "Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement", "probability": 5.606871496510738e-05 }, { "score": 2.5783863067626953, "text": "the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 4.832806562250369e-05 }, { "score": 2.118651866912842, "text": "SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT.", "probability": 3.0516820421924008e-05 }, { "score": 2.099030017852783, "text": "EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY", "probability": 2.992386048782212e-05 }, { "score": 1.6944656372070312, "text": ", the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 1.9967217248768895e-05 }, { "score": 1.6434903144836426, "text": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION). (b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA IN EACH CASE LOCATED IN THE CITY OF PHILADELPHIA AND COUNTY OF PHILADELPHIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.", "probability": 1.8974888904196904e-05 }, { "score": 1.4266352653503418, "text": "(C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4(C) [Governing Law]. 5. Injunctive Relief; Attorneys Fees. Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 1.5275670804474622e-05 }, { "score": 1.3209998607635498, "text": "SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4(C) [Governing Law]. 5. Injunctive Relief; Attorneys Fees. Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 1.3744325041901888e-05 }, { "score": 1.23154878616333, "text": "SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE\n\n5\n\n\n\n\n\nPARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.", "probability": 1.2568264422688578e-05 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.162549018859863, "probability": 0.6534852990316875 }, { "score": 11.143314361572266, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.23582390936951564 }, { "score": 9.838044166564941, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.06393169097049764 }, { "score": 8.835451126098633, "text": "Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.023458247628817826 }, { "score": 7.835454940795898, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement. If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding.", "probability": 0.008629839948714878 }, { "score": 7.419314861297607, "text": "Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate.", "probability": 0.0056921377439569125 }, { "score": 7.161543846130371, "text": "SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT.", "probability": 0.0043987256076119235 }, { "score": 6.297505855560303, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement", "probability": 0.0018538728322435257 }, { "score": 5.464763641357422, "text": "monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.0008061662111444245 }, { "score": 5.420653343200684, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement", "probability": 0.0007713788597769806 }, { "score": 4.440636157989502, "text": "SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE\n\n5\n\n\n\n\n\nPARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.", "probability": 0.0002895020722966385 }, { "score": 4.418060302734375, "text": "Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement", "probability": 0.00028303953850734035 }, { "score": 3.694188117980957, "text": "If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding.", "probability": 0.00013723769400047006 }, { "score": 3.5823676586151123, "text": "Accordingly", "probability": 0.0001227186032317695 }, { "score": 3.2819600105285645, "text": "Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 9.087512466831716e-05 }, { "score": 2.91109037399292, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement. If", "probability": 6.271600455850211e-05 }, { "score": 2.812743663787842, "text": "Accordingly", "probability": 5.684168577145444e-05 }, { "score": 2.5784740447998047, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach,", "probability": 4.497021321259795e-05 }, { "score": 2.2170393466949463, "text": "the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 3.132967225610803e-05 }, { "score": 2.1569042205810547, "text": "monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement. If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding.", "probability": 2.950118752945071e-05 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.099931716918945, "probability": 0.9972829929821851 }, { "score": 6.024964332580566, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.0022934728332127453 }, { "score": 3.767019748687744, "text": "Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.0002398174202703716 }, { "score": 2.530796527862549, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement", "probability": 6.966197831561241e-05 }, { "score": 2.169806480407715, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement. If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding.", "probability": 4.855341910532847e-05 }, { "score": 1.2737910747528076, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 1.981916127727572e-05 }, { "score": 0.2728520631790161, "text": "Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement", "probability": 7.2842187970055396e-06 }, { "score": 0.05923604965209961, "text": "5. Injunctive Relief; Attorneys Fees. Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 5.883160902452178e-06 }, { "score": -0.016058921813964844, "text": "Accordingly", "probability": 5.456454470496754e-06 }, { "score": -0.0875082015991211, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 5.0801964630199795e-06 }, { "score": -0.08813786506652832, "text": "Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement. If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding.", "probability": 5.076998655776817e-06 }, { "score": -0.3213181495666504, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach,", "probability": 4.021037631841498e-06 }, { "score": -0.727236270904541, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers", "probability": 2.6794776407569363e-06 }, { "score": -0.8313965797424316, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 2.414425948880868e-06 }, { "score": -1.2466752529144287, "text": "Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 1.5938984701870385e-06 }, { "score": -1.364854335784912, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 1.4162376321120496e-06 }, { "score": -1.413182020187378, "text": "Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate.", "probability": 1.3494216808031016e-06 }, { "score": -1.4802625179290771, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants. To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable.", "probability": 1.2618710986046144e-06 }, { "score": -1.5824494361877441, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement. If", "probability": 1.1392939176978185e-06 }, { "score": -1.6876658201217651, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 1.0255123241356369e-06 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.862283706665039, "probability": 0.9993809340937804 }, { "score": 4.161036014556885, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 0.000451982565980828 }, { "score": 1.6326531171798706, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 3.60627584465882e-05 }, { "score": 1.4506217241287231, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 3.0061020058211496e-05 }, { "score": 1.0859191417694092, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 2.0874466957941895e-05 }, { "score": 0.7252171039581299, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 1.4553400791057234e-05 }, { "score": 0.6696041822433472, "text": "(xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 1.3766137550005406e-05 }, { "score": 0.6046216487884521, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 1.29000249113872e-05 }, { "score": 0.23780131340026855, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"),", "probability": 8.93886753382564e-06 }, { "score": -0.12069368362426758, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 6.24582918177753e-06 }, { "score": -0.7609989643096924, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 3.2923731580498143e-06 }, { "score": -0.821877121925354, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 3.097918615904402e-06 }, { "score": -0.9621570110321045, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 2.692447369172439e-06 }, { "score": -0.9648332595825195, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business", "probability": 2.6852513442742346e-06 }, { "score": -0.976769208908081, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 2.653390841232137e-06 }, { "score": -1.144188404083252, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 2.244357277612211e-06 }, { "score": -1.2355263233184814, "text": "programs to provide CMS", "probability": 2.048445617900426e-06 }, { "score": -1.3374712467193604, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 1.8499088118310024e-06 }, { "score": -1.508890986442566, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 1.558488758618655e-06 }, { "score": -1.5090422630310059, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"),", "probability": 1.5582530135879307e-06 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Insurance": [ { "text": "", "score": 12.109540939331055, "probability": 0.999994589792576 }, { "score": -0.49361729621887207, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 3.361364229287378e-06 }, { "score": -2.276409387588501, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 5.652737345808448e-07 }, { "score": -2.8267884254455566, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall:", "probability": 3.2601098005432303e-07 }, { "score": -3.3013434410095215, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 2.0283159356309094e-07 }, { "score": -3.3876492977142334, "text": "(b) Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall:", "probability": 1.8606018370432014e-07 }, { "score": -3.7622153759002686, "text": "employees of the Combined Business;", "probability": 1.2793267020381778e-07 }, { "score": -4.230628490447998, "text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 8.008519431247656e-08 }, { "score": -4.424359321594238, "text": "employ", "probability": 6.598056083229273e-08 }, { "score": -4.443292140960693, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 6.474311393516622e-08 }, { "score": -4.542469024658203, "text": "employees of the Combined Business", "probability": 5.8630231692086236e-08 }, { "score": -4.5997161865234375, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants.", "probability": 5.5368082572037483e-08 }, { "score": -4.668097496032715, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 5.1708490346128625e-08 }, { "score": -4.67725133895874, "text": "provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 5.12373187529982e-08 }, { "score": -4.77918815612793, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period", "probability": 4.627173646917388e-08 }, { "score": -4.818197250366211, "text": "(d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 4.450147065384353e-08 }, { "score": -5.004152774810791, "text": "(b) Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 3.6950039358728484e-08 }, { "score": -5.120492935180664, "text": "persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 3.289190412337998e-08 }, { "score": -5.273787975311279, "text": "Each", "probability": 2.8217194102354025e-08 }, { "score": -5.4294891357421875, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (", "probability": 2.414869524824073e-08 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.04165267944336, "probability": 0.8199489845851199 }, { "score": 10.39973258972168, "text": "PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.", "probability": 0.15874863426499855 }, { "score": 8.070466995239258, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.015456914446175554 }, { "score": 5.249731063842773, "text": "EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "probability": 0.0009206461751405167 }, { "score": 4.902031898498535, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.0006502628218280227 }, { "score": 4.901956081390381, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.0006502135226502156 }, { "score": 4.846606254577637, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.0006152021903172709 }, { "score": 4.810073375701904, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.0005931326693212181 }, { "score": 4.4743571281433105, "text": "Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement.", "probability": 0.0004239866004771851 }, { "score": 3.972858190536499, "text": "SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE\n\n5\n\n\n\n\n\nPARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.", "probability": 0.00025677569314598396 }, { "score": 3.8695790767669678, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.000231579632835751 }, { "score": 3.8311901092529297, "text": "(c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.0002228580079915399 }, { "score": 3.8164234161376953, "text": "Each Seller agrees that this covenant is reasonable with respect to its duration, geographical area and scope. For purposes of this Agreement, the term \"control\" (including the terms \"controlled by\" and \"under common control with\") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (c) Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "probability": 0.00021959131069729747 }, { "score": 3.6390624046325684, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly:", "probability": 0.000183902757962253 }, { "score": 3.638986110687256, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "probability": 0.00018388872783050805 }, { "score": 3.58363676071167, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "probability": 0.00017398715674027385 }, { "score": 3.522655725479126, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.000163694264878031 }, { "score": 3.353438377380371, "text": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto", "probability": 0.0001382112209118381 }, { "score": 3.1870667934417725, "text": "PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM", "probability": 0.00011702780046478388 }, { "score": 3.034874200820923, "text": "PART", "probability": 0.00010050615051311853 } ], "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.081788063049316, "probability": 0.9957668134380346 }, { "score": 5.939183712005615, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.0021402202752055536 }, { "score": 4.345475673675537, "text": "Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement.", "probability": 0.0004348303681362472 }, { "score": 4.2493062019348145, "text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "probability": 0.0003949608021789366 }, { "score": 4.215446472167969, "text": "Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement.", "probability": 0.00038181140985437756 }, { "score": 4.007754802703857, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "probability": 0.0003102055448787683 }, { "score": 3.165585994720459, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns;", "probability": 0.00013362886828960228 }, { "score": 2.6320390701293945, "text": "No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties and their respective successors and permitted assigns.", "probability": 7.837612815577546e-05 }, { "score": 2.627854824066162, "text": "programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\").", "probability": 7.804886829544905e-05 }, { "score": 2.3103346824645996, "text": "Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement", "probability": 5.68158312178699e-05 }, { "score": 2.188128709793091, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void", "probability": 5.028008291798288e-05 }, { "score": 1.9222959280014038, "text": "Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement", "probability": 3.8543067446179704e-05 }, { "score": 1.802682638168335, "text": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns", "probability": 3.419785631378294e-05 }, { "score": 1.6957277059555054, "text": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "probability": 3.072903671764784e-05 }, { "score": 1.5264050960540771, "text": "employees of the Combined Business; 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provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "probability": 5.257136495780349e-06 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Document Name": [ { "score": 13.914632797241211, "text": "SPONSORSHIP AND SERVICES AGREEMENT", "probability": 0.34912418910801574 }, { "score": 13.677022933959961, "text": "SPONSORSHIP AND SERVICES AGREEMENT This SPONSORSHIP AND SERVICES AGREEMENT", "probability": 0.2752880043920036 }, { "score": 13.650077819824219, "text": "SPONSORSHIP AND SERVICES AGREEMENT", "probability": 0.2679693810592159 }, { "score": 11.58090591430664, "text": "C FORMS OF SECOND LEVEL AGREEMENTS", "probability": 0.0338419385443644 }, { "score": 11.097076416015625, "text": "SPONSORSHIP AND SERVICES AGREEMENT (", "probability": 0.02086079000033894 }, { "score": 10.859467506408691, "text": "SPONSORSHIP AND SERVICES AGREEMENT This SPONSORSHIP AND SERVICES AGREEMENT (", "probability": 0.016448962590069668 }, { "text": "", "score": 10.835638046264648, "probability": 0.01606162603086358 }, { "score": 9.808110237121582, "text": "C FORMS OF SECOND LEVEL AGREEMENT", "probability": 0.005748305648170527 }, { "score": 8.999765396118164, "text": "SPONSORSHIP AND SERVICES AGREEMENT (the", "probability": 0.0025614161791058156 }, { "score": 8.76215648651123, "text": "SPONSORSHIP AND SERVICES AGREEMENT This SPONSORSHIP AND SERVICES AGREEMENT (the", "probability": 0.0020197048581106565 }, { "score": 8.599075317382812, "text": "SPONSORSHIP AND SERVICES AGREEMENT (the \"", "probability": 0.0017157841762904984 }, { "score": 8.431705474853516, "text": "SPONSORSHIP AND SERVICES AGREEMENT (the \"Agreement\") is made and entered into as of the 19t h day of December, 2018,", "probability": 0.001451359029547892 }, { "score": 8.361466407775879, "text": "SPONSORSHIP AND SERVICES AGREEMENT This SPONSORSHIP AND SERVICES AGREEMENT (the \"", "probability": 0.001352914713583587 }, { "score": 8.194096565246582, "text": "SPONSORSHIP AND SERVICES AGREEMENT This SPONSORSHIP AND SERVICES AGREEMENT (the \"Agreement\") is made and entered into as of the 19t h day of December, 2018,", "probability": 0.0011444125740878084 }, { "score": 7.945340156555176, "text": "SPONSORSHIP AND SERVICES AGREEMENT (the \"Agreement\") is made and entered into", "probability": 0.0008923784732152827 }, { "score": 7.900747299194336, "text": "SECOND LEVEL AGREEMENTS", "probability": 0.0008534589820509739 }, { "score": 7.771231174468994, "text": "C FORMS OF SECOND LEVEL AGREEMENTS [Redacted]\n\nExh. 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made and entered into as of the 19t h day of December, 2018", "probability": 4.9778190373008085e-05 }, { "score": 6.226284980773926, "text": "19t h day", "probability": 4.759993989547231e-05 }, { "score": 6.184135437011719, "text": "19t h", "probability": 4.5635318935247454e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Effective Date": [ { "score": 15.953649520874023, "text": "19t h day of December, 2018", "probability": 0.6477341585354902 }, { "score": 14.812372207641602, "text": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.", "probability": 0.20689326862204074 }, { "score": 14.146896362304688, "text": "19t h day of December, 2018,", "probability": 0.10634911334118415 }, { "score": 12.277376174926758, "text": "The term of this Agreement (the 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6.039722323776163e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Expiration Date": [ { "score": 15.556570053100586, "text": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.", "probability": 0.9440308829809132 }, { "score": 12.315292358398438, "text": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028", "probability": 0.03692471780224358 }, { "text": "", "score": 11.5723876953125, "probability": 0.017566198626024602 }, { "score": 8.192602157592773, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.0005982126328677536 }, { "score": 7.275221824645996, "text": ".", "probability": 0.0002390244698882101 }, { "score": 6.9839324951171875, "text": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.\n\n7\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n4.2 Termination; Available Remedies. (a) Right to Terminate for Default. A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 0.0001786228503291587 }, { "score": 6.359826564788818, "text": "December 31, 2028.", "probability": 9.569544218970854e-05 }, { "score": 6.209314346313477, "text": "TERM AND TERMINATION 4.1 Term. The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.", "probability": 8.232365190336215e-05 }, { "score": 5.914543628692627, "text": "Term. The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.", "probability": 6.130661415261796e-05 }, { "score": 5.657553672790527, "text": "The", "probability": 4.741306289827167e-05 }, { "score": 5.285611152648926, "text": "unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.", "probability": 3.268627480844333e-05 }, { "score": 5.016547679901123, "text": "and shall expire on December 31, 2028.", "probability": 2.4975411138851704e-05 }, { "score": 4.641081809997559, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete", "probability": 1.7157337359869612e-05 }, { "score": 4.638123512268066, "text": "this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.", "probability": 1.7106655850173014e-05 }, { "score": 4.556535720825195, "text": "shall commence effective as of the date hereof and shall expire on December 31, 2028.", "probability": 1.5766380039305138e-05 }, { "score": 4.532903671264648, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 1.539815624311107e-05 }, { "score": 4.49362325668335, "text": "the date hereof and shall expire on December 31, 2028.", "probability": 1.4805035556380282e-05 }, { "score": 4.404500961303711, "text": "effective as of the date hereof and shall expire on December 31, 2028.", "probability": 1.3542664938739612e-05 }, { "score": 4.332153797149658, "text": "commence effective as of the date hereof and shall expire on December 31, 2028.", "probability": 1.259749397954436e-05 }, { "score": 4.24676513671875, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete. If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 1.1566456675139547e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Renewal Term": [ { "score": 12.048038482666016, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.3846010761450415 }, { "score": 11.673099517822266, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.26434833029522425 }, { "text": "", "score": 11.447492599487305, "probability": 0.21095835578755426 }, { "score": 10.386551856994629, "text": "In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "probability": 0.07301902368100092 }, { "score": 9.328091621398926, "text": "Any commodity supply agreements with the HOF Entities related to the delayed facility shall be extended in term by the number of months of the certificate of substantial completion delay at then current market pricing, except to the extent that an existing agreement is in place with respect to such delayed facility or supply quantity purchased.", "probability": 0.02533684777540013 }, { "score": 9.127839088439941, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete", "probability": 0.020738818563215005 }, { "score": 8.128774642944336, "text": "Any commodity supply agreements with the HOF Entities related to the delayed facility shall be extended in term by the number of months of the certificate of substantial completion delay at then current market pricing, except to the extent that an existing agreement is in place with respect to such delayed facility or supply quantity purchased", "probability": 0.007636526028976361 }, { "score": 8.073542594909668, "text": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.", "probability": 0.007226181452615506 }, { "score": 7.327167510986328, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete", "probability": 0.003425802187299868 }, { "score": 5.986213207244873, "text": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028", "probability": 0.0008961758320064454 }, { "score": 5.300518035888672, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete. If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 0.0004514395439481862 }, { "score": 5.103654861450195, "text": "If", "probability": 0.0003707686521557498 }, { "score": 4.969381332397461, "text": "If", "probability": 0.00032418189414691926 }, { "score": 4.235126495361328, "text": "In", "probability": 0.0001555628644506084 }, { "score": 4.161310195922852, "text": "(c) Tolling. In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "probability": 0.0001444933699034569 }, { "score": 3.802856922149658, "text": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.\n\n7\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n4.2 Termination; Available Remedies. (a) Right to Terminate for Default. A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 0.00010096564896217428 }, { "score": 3.763132333755493, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete. If", "probability": 9.703344969848784e-05 }, { "score": 3.3132970333099365, "text": "In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term. 6.8 Not a Lease or License of the Village. This Agreement will not constitute a lease or license of any part of the Village.", "probability": 6.188145018475459e-05 }, { "score": 3.2213709354400635, "text": "The HOF Entities shall notify Constellation as to whether the HOF Entities shall effect such repair and restoration within thirty (30) days after the casualty. If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 5.644656074177145e-05 }, { "score": 3.101874351501465, "text": "provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 5.0088817473603545e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.764126777648926, "probability": 0.894591218795934 }, { "score": 8.822161674499512, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.047200371910160646 }, { "score": 8.58890151977539, "text": "In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "probability": 0.03738021737510636 }, { "score": 7.007986068725586, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.007692348751744524 }, { "score": 6.641118049621582, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days.", "probability": 0.005330036824869834 }, { "score": 5.682610511779785, "text": "Any commodity supply agreements with the HOF Entities related to the delayed facility shall be extended in term by the number of months of the certificate of substantial completion delay at then current market pricing, except to the extent that an existing agreement is in place with respect to such delayed facility or supply quantity purchased.", "probability": 0.0020438813225749776 }, { "score": 5.165881156921387, "text": "Any commodity supply agreements with the HOF Entities related to the delayed facility shall be extended in term by the number of months of the certificate of substantial completion delay at then current market pricing, except to the extent that an existing agreement is in place with respect to such delayed facility or supply quantity purchased", "probability": 0.001219110207379211 }, { "score": 4.852443695068359, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete", "probability": 0.0008910843318777338 }, { "score": 4.629894256591797, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.", "probability": 0.0007132911150503393 }, { "score": 4.596147537231445, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.0006896215119783247 }, { "score": 4.459907054901123, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.", "probability": 0.0006017863195569554 }, { "score": 4.054676055908203, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.00040128481314143663 }, { "score": 3.637859344482422, "text": "(c) Tolling. In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "probability": 0.00026450356275427945 }, { "score": 3.383080244064331, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete. If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 0.00020501345693308337 }, { "score": 3.321235179901123, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023", "probability": 0.00019271849642180016 }, { "score": 3.2588651180267334, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days.", "probability": 0.0001810657988064365 }, { "score": 3.0629594326019287, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c)", "probability": 0.0001488523401838833 }, { "score": 2.5672919750213623, "text": "Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 9.067551379756462e-05 }, { "score": 2.4890377521514893, "text": "If", "probability": 8.385030524624418e-05 }, { "score": 2.4303033351898193, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that", "probability": 7.906724648284518e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Governing Law": [ { "score": 15.651968002319336, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law.", "probability": 0.5194240387607283 }, { "score": 15.520992279052734, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law.", "probability": 0.4556590610261658 }, { "text": "", "score": 12.156740188598633, "probability": 0.01576027866755794 }, { "score": 10.595419883728027, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law", "probability": 0.0033074333358511085 }, { "score": 9.661748886108398, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law", "probability": 0.0013001783712834533 }, { "score": 9.6510009765625, "text": "Indemnity for Products & Services provided by Constellation hereunder shall be governed by the terms of the applicable Second Level Agreement(s).", "probability": 0.0012862790001487443 }, { "score": 9.618966102600098, "text": "Indemnity for Products & Services provided by Constellation hereunder shall be governed by the terms of the applicable Second Level Agreement(s).", "probability": 0.0012457262338669338 }, { "score": 8.55097770690918, "text": "6.5 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law.", "probability": 0.0004281551215804293 }, { "score": 8.47585678100586, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio,", "probability": 0.00039717009412800776 }, { "score": 8.387580871582031, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio", "probability": 0.00036361249565132107 }, { "score": 8.06314468383789, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio,", "probability": 0.0002628681407405919 }, { "score": 7.750203609466553, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio", "probability": 0.00019223363208759002 }, { "score": 6.847846984863281, "text": "6.5 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law.", "probability": 7.797239403935467e-05 }, { "score": 6.510110855102539, "text": "This", "probability": 5.562421965484727e-05 }, { "score": 6.294344425201416, "text": ".", "probability": 4.482886687521968e-05 }, { "score": 6.256446838378906, "text": "This", "probability": 4.3161750371922044e-05 }, { "score": 6.225651741027832, "text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law. Any suit or action filed or otherwise commenced in connection with this Agreement must be filed and litigated in an appropriate court located in the City of Canton, Ohio (provided, however, that if the suit or action involves a claim for which federal courts have exclusive jurisdiction, then such suit or action must be filed in the U.S. District Court for the Northern District of the State of Ohio in Akron, Ohio), or such other venue as deemed appropriate by the HOF Entities.", "probability": 4.1852837555526e-05 }, { "score": 6.189417839050293, "text": "Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law.", "probability": 4.036349129799697e-05 }, { "score": 6.131731033325195, "text": ".", "probability": 3.810093756875759e-05 }, { "score": 5.927433013916016, "text": "Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law.", "probability": 3.106062284633818e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Most Favored Nation": [ { "text": "", "score": 12.056767463684082, "probability": 0.580424391721793 }, { "score": 10.8944091796875, "text": "In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services.", "probability": 0.18152642980065073 }, { "score": 10.85859489440918, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.17514023161711031 }, { "score": 8.946555137634277, "text": "In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services", "probability": 0.02588198637021092 }, { "score": 7.777438163757324, "text": "In the event that the purchaser of Products & Services pursuant to this Article 1 is an affiliate of an HOF Entity (but not an HOF Entity), such affiliate shall be subject to Constellation's credit approval of such affiliate as the contracting entity. In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services.", "probability": 0.008040009348264935 }, { "score": 7.75406551361084, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.007854272064188716 }, { "score": 7.466014385223389, "text": "In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services. (c) The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term.", "probability": 0.00588853044996162 }, { "score": 6.871977806091309, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities.", "probability": 0.0032510235598285767 }, { "score": 6.2189130783081055, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing,", "probability": 0.001691989677607271 }, { "score": 6.138148784637451, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that", "probability": 0.001560710032560622 }, { "score": 6.029381275177002, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.0013998615758352108 }, { "score": 5.829584121704102, "text": "In the event that the purchaser of Products & Services pursuant to this Article 1 is an affiliate of an HOF Entity (but not an HOF Entity), such affiliate shall be subject to Constellation's credit approval of such affiliate as the contracting entity. In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services", "probability": 0.0011463422301462324 }, { "score": 5.735246658325195, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities. In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 0.0010431434895999973 }, { "score": 5.7191925048828125, "text": "All Services included in the Products & Services shall be performed with at least the level of service, quality and care provided by Constellation to other third parties receiving the same or substantially similar services.", "probability": 0.001026530415192244 }, { "score": 5.659694194793701, "text": "In the event that the issuance of a certificate of substantial completion for a facility listed on Exhibit D is delayed by a period of 6 months or longer from the last day of the quarter indicated on Exhibit D for that facility, the HOF Entities will provide prompt written notice to Constellation of such delay, and the Sponsorship Fees will be reduced, to the extent applicable, as set forth in Exhibit H.", "probability": 0.0009672350680459831 }, { "score": 5.649743556976318, "text": "The HOF Entities or their affiliates shall, during the Term (as defined below), purchase from Constellation, and Constellation shall sell to the HOF Entities and/or their affiliates, as applicable, such Products & Services as shall be requested by an HOF Entity or its affiliates, in each case at the applicable Market Prices for such Products & Services and on competitive terms.", "probability": 0.0009576581892470056 }, { "score": 5.534343719482422, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***]", "probability": 0.0008532828446394515 }, { "score": 5.065783500671387, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022", "probability": 0.0005340721070675573 }, { "score": 4.835969924926758, "text": "In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services. (c) The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term", "probability": 0.00042441734953864424 }, { "score": 4.7459540367126465, "text": "In the event that the purchaser of Products & Services pursuant to this Article 1 is an affiliate of an HOF Entity (but not an HOF Entity), such affiliate shall be subject to Constellation's credit approval of such affiliate as the contracting entity.", "probability": 0.00038788208851089624 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Compete": [ { "text": "", "score": 11.925045013427734, "probability": 0.8985664113591593 }, { "score": 9.387653350830078, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.07105178337310064 }, { "score": 7.165646553039551, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company. Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates.", "probability": 0.007701400201605722 }, { "score": 6.984231472015381, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing,", "probability": 0.006423653749459984 }, { "score": 6.78401517868042, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and", "probability": 0.005258105455639665 }, { "score": 6.0835394859313965, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company", "probability": 0.0026098561100978885 }, { "score": 5.7288641929626465, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.0018305560929391606 }, { "score": 5.3537139892578125, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.0012579326165722193 }, { "score": 5.191701889038086, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates", "probability": 0.0010697847849588504 }, { "score": 4.984005928039551, "text": "The HOF Entities or their affiliates shall, during the Term (as defined below), purchase from Constellation, and Constellation shall sell to the HOF Entities and/or their affiliates, as applicable, such Products & Services as shall be requested by an HOF Entity or its affiliates, in each case at the applicable Market Prices for such Products & Services and on competitive terms.", "probability": 0.0008691509457286466 }, { "score": 4.832300662994385, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them); (D) a licensor Party's federal, state and/or common law and other rights in or to the licensor Party's Marks; (E) a licensor Party's right, title, interest, and ownership in and to the licensor Party's Marks; and/or (F) the validity or enforceability of the any of the foregoing.", "probability": 0.0007468105553172206 }, { "score": 4.72498083114624, "text": "(b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.0006708138748580701 }, { "score": 4.651295185089111, "text": "The HOF Entities shall consult with Constellation to develop a comprehensive energy strategy with respect to the Products & Services listing in Exhibit A, which reflects sustainable product solutions, competitive market pricing (incorporating completion of the Supplier Component Questionnaire in the form of Exhibit B hereof for the applicable HOF Entity or affiliate), periodic reporting and analytics, regulatory/market intelligence and infrastructure services and equipment.", "probability": 0.0006231617199737049 }, { "score": 3.937757968902588, "text": "Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates.", "probability": 0.00030529204758709906 }, { "score": 3.6953701972961426, "text": "For purposes of this Section 1.1(b), (i) the \"Market Price\" of any Products & Services shall mean the price for such Products & Services established by Constellation as the competitive market price at which such Products & Services are to be made available to Constellation's customers with a similar anticipated load profile within a specified utility service territory.", "probability": 0.00023957848816581742 }, { "score": 3.413243055343628, "text": "In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "probability": 0.00018068477492817064 }, { "score": 3.3629369735717773, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing", "probability": 0.00017182007542844473 }, { "score": 3.3387954235076904, "text": "Provided", "probability": 0.00016772174158669536 }, { "score": 3.1585490703582764, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree:", "probability": 0.0001400584664586572 }, { "score": 2.965097665786743, "text": "Constellation shall have no right to use the Marks of the HOF Entities (or either of them), the Village or Johnson Controls, Inc. without the prior written consent of the HOF Entities (or the applicable HOF Entity), which shall not be unreasonably withheld, and/or, if applicable, Johnson Controls, Inc.", "probability": 0.000115423566433705 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Exclusivity": [ { "text": "", "score": 12.156027793884277, "probability": 0.6320118110882175 }, { "score": 11.023874282836914, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.20372164389241185 }, { "score": 9.365486145019531, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and", "probability": 0.038797912108246915 }, { "score": 9.107388496398926, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 0.029972155028039467 }, { "score": 9.034104347229004, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 0.027854224312418026 }, { "score": 8.597688674926758, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement. This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.018003550049920138 }, { "score": 8.410460472106934, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates", "probability": 0.014929524473255488 }, { "score": 7.708846092224121, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.007401823440562695 }, { "score": 7.62862491607666, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company", "probability": 0.006831233138122812 }, { "score": 7.526863098144531, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing,", "probability": 0.006170274871884832 }, { "score": 6.8431077003479, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing", "probability": 0.003114248866670172 }, { "score": 6.651003360748291, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company. Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates.", "probability": 0.0025699428190609193 }, { "score": 6.365716934204102, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement", "probability": 0.0019320801544161677 }, { "score": 6.243348121643066, "text": "Exclusivity. Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.0017095469778157792 }, { "score": 6.195192337036133, "text": "(b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.0016291731652811753 }, { "score": 5.947542190551758, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement", "probability": 0.001271786339948421 }, { "score": 5.529884338378906, "text": "2.2 Exclusivity. Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.0008375826169008568 }, { "score": 5.218734264373779, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village.", "probability": 0.0006136163108224862 }, { "score": 4.584959983825684, "text": "Exclusivity. Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and", "probability": 0.0003255758795331724 }, { "score": 4.51076602935791, "text": "Provided", "probability": 0.00030229446647130786 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.06903076171875, "probability": 0.9994513932194151 }, { "score": 3.664379596710205, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.00022370106641160327 }, { "score": 2.5226259231567383, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree:", "probability": 7.141850161809134e-05 }, { "score": 2.2679977416992188, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 5.53639566826665e-05 }, { "score": 1.7558437585830688, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them);", "probability": 3.317427736646545e-05 }, { "score": 1.737926721572876, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing,", "probability": 3.2585185758285755e-05 }, { "score": 1.6871120929718018, "text": "In the event that the purchaser of Products & Services pursuant to this Article 1 is an affiliate of an HOF Entity (but not an HOF Entity), such affiliate shall be subject to Constellation's credit approval of such affiliate as the contracting entity.", "probability": 3.097074756015282e-05 }, { "score": 1.3517372608184814, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and", "probability": 2.214625260907534e-05 }, { "score": 1.3444528579711914, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company. Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates.", "probability": 2.198551652745287e-05 }, { "score": 0.47459256649017334, "text": "In the event that the purchaser of Products & Services pursuant to this Article 1 is an affiliate of an HOF Entity (but not an HOF Entity), such affiliate shall be subject to Constellation's credit approval of such affiliate as the contracting entity", "probability": 9.212153136557913e-06 }, { "score": 0.2948024272918701, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor;", "probability": 7.696252070089627e-06 }, { "score": 0.21986865997314453, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates", "probability": 7.140620653958389e-06 }, { "score": 0.05048704147338867, "text": "Each Party agrees it will not use the Sponsorship Rights or any license granted under or in connection with this Agreement in any manner which could reasonably be expected to (i) infringe upon the intellectual property or other propriety rights or rights of publicity or privacy of a Party to this Agreement or any third party, (ii) violate any law, statute, regulation, or ordinance applicable to it, including, without limitation, laws regarding obscenity, discrimination, unfair competition and false advertising, or (iii) be defamatory or trade libelous.", "probability": 6.0280168762192955e-06 }, { "score": 0.04283547401428223, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term,", "probability": 5.982069108840255e-06 }, { "score": 0.016252636909484863, "text": "Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them); (D) a licensor Party's federal, state and/or common law and other rights in or to the licensor Party's Marks; (E) a licensor Party's right, title, interest, and ownership in and to the licensor Party's Marks; and/or (F) the validity or enforceability of the any of the foregoing.", "probability": 5.825143741703894e-06 }, { "score": -0.25295495986938477, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company", "probability": 4.450320335334712e-06 }, { "score": -0.5868010520935059, "text": "Provided", "probability": 3.1871591990766362e-06 }, { "score": -0.7169839143753052, "text": "Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates.", "probability": 2.79811821325896e-06 }, { "score": -0.7602041959762573, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete. If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 2.6797589406240963e-06 }, { "score": -0.9298303127288818, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 2.2616637753031284e-06 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Competitive Restriction Exception": [ { "score": 12.138553619384766, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "probability": 0.16786940416020063 }, { "score": 12.038352966308594, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.1518640431827729 }, { "text": "", "score": 11.803942680358887, "probability": 0.12013010717484655 }, { "score": 11.799489974975586, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.11959639231924958 }, { "score": 11.752439498901367, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.11409965126124855 }, { "score": 11.65079116821289, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company. Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates.", "probability": 0.10307159766905793 }, { "score": 11.249618530273438, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement. This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.06900998689998088 }, { "score": 10.492209434509277, "text": "Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates.", "probability": 0.03235738036503178 }, { "score": 10.415667533874512, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 0.029973097681768642 }, { "score": 10.192087173461914, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and", "probability": 0.023968006415235513 }, { "score": 10.070608139038086, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 0.021226297064823752 }, { "score": 9.41875171661377, "text": "Constellation shall have no right to use the Marks of the HOF Entities (or either of them), the Village or Johnson Controls, Inc. without the prior written consent of the HOF Entities (or the applicable HOF Entity), which shall not be unreasonably withheld, and/or, if applicable, Johnson Controls, Inc.", "probability": 0.011060546621389283 }, { "score": 9.387735366821289, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates", "probability": 0.01072275445806208 }, { "score": 9.048683166503906, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company", "probability": 0.007639375569024465 }, { "score": 8.356206893920898, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing,", "probability": 0.0038222513033627386 }, { "score": 8.342155456542969, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village", "probability": 0.0037689187555171103 }, { "score": 8.301567077636719, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing", "probability": 0.003619007363175419 }, { "score": 7.851550102233887, "text": "The HOF Entities have the right to refrain from displaying or illuminating Constellation's advertising panels in Tom Benson Stadium when required to do so by agreements with [***] or any other professional sports league or by television network commitments of the aforementioned leagues.", "probability": 0.002307541803902979 }, { "score": 7.719991683959961, "text": "(b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.0020230866414944638 }, { "score": 7.6416015625, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company. Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates", "probability": 0.0018705532898547381 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.149238586425781, "probability": 0.9999894868885384 }, { "score": -0.902337908744812, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree:", "probability": 2.146682333481001e-06 }, { "score": -1.0401548147201538, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that", "probability": 1.870314584365987e-06 }, { "score": -1.1843836307525635, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that", "probability": 1.6191119624547018e-06 }, { "score": -1.4915075302124023, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 1.1909531205260135e-06 }, { "score": -1.89752197265625, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 7.935327124984777e-07 }, { "score": -2.5885519981384277, "text": "A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 3.9760726200490204e-07 }, { "score": -2.6880617141723633, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities. In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 3.5994636101972403e-07 }, { "score": -2.7376344203948975, "text": "Each Party agrees it will not use the Sponsorship Rights or any license granted under or in connection with this Agreement in any manner which could reasonably be expected to (i) infringe upon the intellectual property or other propriety rights or rights of publicity or privacy of a Party to this Agreement or any third party, (ii) violate any law, statute, regulation, or ordinance applicable to it, including, without limitation, laws regarding obscenity, discrimination, unfair competition and false advertising, or (iii) be defamatory or trade libelous.", "probability": 3.425379028925435e-07 }, { "score": -2.8740949630737305, "text": "Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement:", "probability": 2.988440227638876e-07 }, { "score": -3.0305285453796387, "text": "(b) Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement:", "probability": 2.5556791641053576e-07 }, { "score": -3.178551435470581, "text": "Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that", "probability": 2.2040467795248973e-07 }, { "score": -3.4851667881011963, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 1.6220321281989945e-07 }, { "score": -3.543396234512329, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities.", "probability": 1.5302793751207662e-07 }, { "score": -3.621488332748413, "text": "(c) Right to Terminate for Failure to Recover Investment.", "probability": 1.4153236298475562e-07 }, { "score": -3.674543857574463, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete. If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 1.3421901147996381e-07 }, { "score": -3.837520122528076, "text": "(e) Limitations on Rights. Each Party agrees it will not use the Sponsorship Rights or any license granted under or in connection with this Agreement in any manner which could reasonably be expected to (i) infringe upon the intellectual property or other propriety rights or rights of publicity or privacy of a Party to this Agreement or any third party, (ii) violate any law, statute, regulation, or ordinance applicable to it, including, without limitation, laws regarding obscenity, discrimination, unfair competition and false advertising, or (iii) be defamatory or trade libelous.", "probability": 1.1403399604115929e-07 }, { "score": -3.9168701171875, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1", "probability": 1.0533509191409409e-07 }, { "score": -3.928950309753418, "text": "Const", "probability": 1.0407027869470451e-07 }, { "score": -3.937476634979248, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.\n\n6\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(e) Limitations on Rights. Each Party agrees it will not use the Sponsorship Rights or any license granted under or in connection with this Agreement in any manner which could reasonably be expected to (i) infringe upon the intellectual property or other propriety rights or rights of publicity or privacy of a Party to this Agreement or any third party, (ii) violate any law, statute, regulation, or ordinance applicable to it, including, without limitation, laws regarding obscenity, discrimination, unfair competition and false advertising, or (iii) be defamatory or trade libelous.", "probability": 1.0318671378588936e-07 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Disparagement": [ { "score": 13.569612503051758, "text": "No Party will make, issue or release any statement which results in any defamation or disparagement of the Village, the City of Canton, the other Party, or any team, person, performer or organization involved in events at the Village.", "probability": 0.4996387663104805 }, { "score": 12.95872688293457, "text": "No Party will make, issue or release any statement which results in any defamation or disparagement of the Village, the City of Canton, the other Party, or any team, person, performer or organization involved in events at the Village.", "probability": 0.2712388369267296 }, { "text": "", "score": 11.598203659057617, "probability": 0.06957995520579448 }, { "score": 11.121490478515625, "text": "Each of the HOF Entities or Constellation may terminate this Agreement at any time without liability if association with another Party could, in such Party's reasonable opinion, materially damage its reputation or image or in the event a Party breaches Section 3.3 hereof, which breach is not cured within sixty (60). days of receipt of notice of such breach.", "probability": 0.04319666725511248 }, { "score": 10.725160598754883, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them); (D) a licensor Party's federal, state and/or common law and other rights in or to the licensor Party's Marks; (E) a licensor Party's right, title, interest, and ownership in and to the licensor Party's Marks; and/or (F) the validity or enforceability of the any of the foregoing.", "probability": 0.02906205773876641 }, { "score": 10.69385051727295, "text": "Each of the HOF Entities or Constellation may terminate this Agreement at any time without liability if association with another Party could, in such Party's reasonable opinion, materially damage its reputation or image or in the event a Party breaches Section 3.3 hereof, which breach is not cured within sixty (60). days of receipt of notice of such breach.", "probability": 0.02816621990361255 }, { "score": 9.892369270324707, "text": "No Party will make, issue or release any statement which results in any defamation or disparagement of the Village, the City of Canton, the other Party, or any team, person, performer or organization involved in events at the Village", "probability": 0.01263716577874079 }, { "score": 9.866867065429688, "text": "No Party will make, issue or release any statement which results in any defamation or disparagement of the Village, the City of Canton, the other Party, or any team, person, performer or organization involved in events at the Village", "probability": 0.012318964845762368 }, { "score": 9.430803298950195, "text": "Each Party agrees it will not use the Sponsorship Rights or any license granted under or in connection with this Agreement in any manner which could reasonably be expected to (i) infringe upon the intellectual property or other propriety rights or rights of publicity or privacy of a Party to this Agreement or any third party, (ii) violate any law, statute, regulation, or ordinance applicable to it, including, without limitation, laws regarding obscenity, discrimination, unfair competition and false advertising, or (iii) be defamatory or trade libelous.", "probability": 0.00796515310847899 }, { "score": 9.110616683959961, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree:", "probability": 0.005782809000321539 }, { "score": 8.739133834838867, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor;", "probability": 0.003988466023532686 }, { "score": 8.413395881652832, "text": "(C) the goodwill related to the licensor Party's Marks (or any of them); (D) a licensor Party's federal, state and/or common law and other rights in or to the licensor Party's Marks; (E) a licensor Party's right, title, interest, and ownership in and to the licensor Party's Marks; and/or (F) the validity or enforceability of the any of the foregoing.", "probability": 0.0028796499699189583 }, { "score": 8.399619102478027, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them);", "probability": 0.0028402496957985078 }, { "score": 8.316977500915527, "text": "No Party will make, issue or release any statement which results in any defamation or disparagement of the Village, the City of Canton, the other Party,", "probability": 0.00261496409704099 }, { "score": 7.940549373626709, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them);", "probability": 0.0017946719373205001 }, { "score": 7.758289337158203, "text": "reflect unfavorably on the good name, goodwill, reputation or image of the HOF Entities or their respective affiliates).", "probability": 0.0014956519579320169 }, { "score": 7.620091438293457, "text": "No Party will make, issue or release any statement which results in any defamation or disparagement of the Village, the City of Canton, the other Party", "probability": 0.0013026026547658057 }, { "score": 7.518521308898926, "text": "(iii) be defamatory or trade libelous.", "probability": 0.0011767944519658308 }, { "score": 7.5054426193237305, "text": "Each Party agrees it will not use the Sponsorship Rights or any license granted under or in connection with this Agreement in any manner which could reasonably be expected to (i) infringe upon the intellectual property or other propriety rights or rights of publicity or privacy of a Party to this Agreement or any third party, (ii) violate any law, statute, regulation, or ordinance applicable to it, including, without limitation, laws regarding obscenity, discrimination, unfair competition and false advertising, or (iii) be defamatory or trade libelous", "probability": 0.0011615037318839774 }, { "score": 7.503154754638672, "text": "No Defamation or Disparagement. No Party will make, issue or release any statement which results in any defamation or disparagement of the Village, the City of Canton, the other Party, or any team, person, performer or organization involved in events at the Village.", "probability": 0.0011588494060412156 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Termination For Convenience": [ { "text": "", "score": 11.687872886657715, "probability": 0.7167356763943445 }, { "score": 10.261951446533203, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.17222223044746043 }, { "score": 8.444692611694336, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023", "probability": 0.027981031816788328 }, { "score": 8.110832214355469, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.", "probability": 0.020038720926540927 }, { "score": 7.9982404708862305, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days.", "probability": 0.017904905125938352 }, { "score": 7.880063533782959, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c)", "probability": 0.01590920333046067 }, { "score": 7.172367095947266, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable,", "probability": 0.007839705969357789 }, { "score": 6.965251922607422, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that", "probability": 0.006373100949620321 }, { "score": 6.539516448974609, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022,", "probability": 0.004163477584126863 }, { "score": 5.695034027099609, "text": "Constellation may terminate this Agreement", "probability": 0.0017893783354565914 }, { "score": 5.393292427062988, "text": "A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 0.0013232974117196187 }, { "score": 5.245160102844238, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.0011411018567869444 }, { "score": 5.117909908294678, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022,", "probability": 0.00100475541335722 }, { "score": 5.109072208404541, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023,", "probability": 0.0009959148093944751 }, { "score": 5.074917793273926, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable", "probability": 0.0009624742437459075 }, { "score": 5.0182294845581055, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable,", "probability": 0.0009094308800676168 }, { "score": 4.949095726013184, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and", "probability": 0.0008486825779150075 }, { "score": 4.742681980133057, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 0.0006904002438143142 }, { "score": 4.633413791656494, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable,", "probability": 0.0006189368848757244 }, { "score": 4.510909557342529, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been", "probability": 0.0005475747982283547 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.221723556518555, "probability": 0.9598409201815825 }, { "score": 8.168545722961426, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.016669650471551216 }, { "score": 7.408071517944336, "text": "If the Village is damaged by fire, earthquake, act of God, the elements or other casualty or is condemned by an authority exercising the powers of eminent domain or the Village is transferred in lieu of the exercise of such power so as to render the Village unusable for its intended purpose at any time during the Term, then the HOF Entities shall have the option, but not the obligation, to repair the damage or loss. The HOF Entities shall notify Constellation as to whether the HOF Entities shall effect such repair and restoration within thirty (30) days after the casualty. If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.0077921399274376415 }, { "score": 6.713799953460693, "text": "In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services.", "probability": 0.0038916917471454398 }, { "score": 6.490072250366211, "text": "If the Village is damaged by fire, earthquake, act of God, the elements or other casualty or is condemned by an authority exercising the powers of eminent domain or the Village is transferred in lieu of the exercise of such power so as to render the Village unusable for its intended purpose at any time during the Term, then the HOF Entities shall have the option, but not the obligation, to repair the damage or loss.", "probability": 0.003111535257872972 }, { "score": 5.895601272583008, "text": "The HOF Entities shall notify Constellation as to whether the HOF Entities shall effect such repair and restoration within thirty (30) days after the casualty. If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.0017171145221142805 }, { "score": 5.867443084716797, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 0.0016694380800331462 }, { "score": 5.799230575561523, "text": "If the Village is damaged by fire, earthquake, act of God, the elements or other casualty or is condemned by an authority exercising the powers of eminent domain or the Village is transferred in lieu of the exercise of such power so as to render the Village unusable for its intended purpose at any time during the Term, then the HOF Entities shall have the option, but not the obligation, to repair the damage or loss. The HOF Entities shall notify Constellation as to whether the HOF Entities shall effect such repair and restoration within thirty (30) days after the casualty.", "probability": 0.001559358598068236 }, { "score": 5.357978820800781, "text": "In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services", "probability": 0.001003027400216937 }, { "score": 4.56107234954834, "text": "The HOF Entities or their affiliates shall, during the Term (as defined below), purchase from Constellation, and Constellation shall sell to the HOF Entities and/or their affiliates, as applicable, such Products & Services as shall be requested by an HOF Entity or its affiliates, in each case at the applicable Market Prices for such Products & Services and on competitive terms.", "probability": 0.0004520856416667118 }, { "score": 4.50986909866333, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete. If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 0.0004295200333304028 }, { "score": 4.434073448181152, "text": "In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services. (c) The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term.", "probability": 0.00039816748495318893 }, { "score": 4.369737148284912, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.00037335751032939354 }, { "score": 4.286759853363037, "text": "The HOF Entities shall notify Constellation as to whether the HOF Entities shall effect such repair and restoration within thirty (30) days after the casualty.", "probability": 0.0003436278149627186 }, { "score": 3.863107442855835, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.00022495642750242878 }, { "score": 3.5412583351135254, "text": "In the event that the purchaser of Products & Services pursuant to this Article 1 is an affiliate of an HOF Entity (but not an HOF Entity), such affiliate shall be subject to Constellation's credit approval of such affiliate as the contracting entity. In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services.", "probability": 0.000163050117058262 }, { "score": 3.1847176551818848, "text": "If the Village is damaged by fire, earthquake, act of God, the elements or other casualty or is condemned by an authority exercising the powers of eminent domain or the Village is transferred in lieu of the exercise of such power so as to render the Village unusable for its intended purpose at any time during the Term, then the HOF Entities shall have the option, but not the obligation, to repair the damage or loss", "probability": 0.00011415040720302703 }, { "score": 3.0596344470977783, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete", "probability": 0.00010072899896971083 }, { "score": 2.9806883335113525, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 9.308263235148258e-05 }, { "score": 2.4060451984405518, "text": "In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services. (c) The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term", "probability": 5.239674565044045e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Change Of Control": [ { "text": "", "score": 12.251921653747559, "probability": 0.7960563361065658 }, { "score": 9.752100944519043, "text": "(v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 0.06535599993112472 }, { "score": 9.502891540527344, "text": "(v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 0.050939560622578275 }, { "score": 9.39675521850586, "text": "Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 0.045810051041663045 }, { "score": 9.227498054504395, "text": "Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 0.03867704834570517 }, { "score": 5.44428014755249, "text": "or (v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 0.0008798784123396172 }, { "score": 5.173397541046143, "text": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction.", "probability": 0.0006710885688885095 }, { "score": 4.595701217651367, "text": "(v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2", "probability": 0.0003766079779812142 }, { "score": 4.488030910491943, "text": "(v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2", "probability": 0.00033816518633585703 }, { "score": 4.381894588470459, "text": "Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2", "probability": 0.0003041126436354217 }, { "score": 4.071098327636719, "text": "Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2", "probability": 0.00022287295714407446 }, { "score": 3.337463617324829, "text": "or (v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 0.00010701480612646433 }, { "score": 3.203819513320923, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 9.362740189230408e-05 }, { "score": 2.1916182041168213, "text": "(v)", "probability": 3.402589276500803e-05 }, { "score": 2.0165789127349854, "text": "(v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity", "probability": 2.856215230104646e-05 }, { "score": 1.910442590713501, "text": "Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity", "probability": 2.5686001975265293e-05 }, { "score": 1.7567996978759766, "text": "(v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2. If either Party is in default under this Section 4.2(a) beyond the applicable grace or cure periods, then the other Party shall be entitled to terminate this Agreement and to seek such other remedies as are described in Section 4.2(d). (b) Right to Terminate for Potential Reputational Damage. Each of the HOF Entities or Constellation may terminate this Agreement at any time without liability if association with another Party could, in such Party's reasonable opinion, materially damage its reputation or image or in the event a Party breaches Section 3.3 hereof, which breach is not cured within sixty (60). days of receipt of notice of such breach.", "probability": 2.202775568998674e-05 }, { "score": 1.6847560405731201, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 2.049661238856602e-05 }, { "score": 1.6506633758544922, "text": "Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2. If either Party is in default under this Section 4.2(a) beyond the applicable grace or cure periods, then the other Party shall be entitled to terminate this Agreement and to seek such other remedies as are described in Section 4.2(d). (b) Right to Terminate for Potential Reputational Damage. Each of the HOF Entities or Constellation may terminate this Agreement at any time without liability if association with another Party could, in such Party's reasonable opinion, materially damage its reputation or image or in the event a Party breaches Section 3.3 hereof, which breach is not cured within sixty (60). days of receipt of notice of such breach.", "probability": 1.9809605739793316e-05 }, { "score": 1.4993541240692139, "text": "(v)", "probability": 1.702797716003762e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Anti-Assignment": [ { "score": 14.047584533691406, "text": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction.", "probability": 0.831672734151891 }, { "text": "", "score": 12.1681489944458, "probability": 0.12697668358937078 }, { "score": 10.032617568969727, "text": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction", "probability": 0.015006329073469904 }, { "score": 9.533071517944336, "text": "Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 0.009105931362915442 }, { "score": 9.472755432128906, "text": "(v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 0.008572932992023802 }, { "score": 8.441808700561523, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "probability": 0.003057700558261218 }, { "score": 8.301575660705566, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.002657617758678251 }, { "score": 7.308347702026367, "text": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party;", "probability": 0.0009843263143781685 }, { "score": 6.716742515563965, "text": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party", "probability": 0.0005447637834902334 }, { "score": 6.166399002075195, "text": "provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction.", "probability": 0.00031419341337149854 }, { "score": 5.914892673492432, "text": "Neither", "probability": 0.0002443257641575808 }, { "score": 5.693946838378906, "text": "this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction.", "probability": 0.00019589065065728494 }, { "score": 5.558483123779297, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village", "probability": 0.00017107343078682239 }, { "score": 5.451556205749512, "text": "Neither this Agreement nor any right or obligation hereunder", "probability": 0.00015372510365142545 }, { "score": 4.669459819793701, "text": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction. Assignment of Second Level Agreements will be governed by the terms of the respective Second Level Agreement.", "probability": 7.032093714483915e-05 }, { "score": 4.650741100311279, "text": "Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction.", "probability": 6.901686262892434e-05 }, { "score": 4.571197986602783, "text": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party", "probability": 6.373970921678417e-05 }, { "score": 4.414375305175781, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity", "probability": 5.44882490974638e-05 }, { "score": 4.2387495040893555, "text": "Neither this Agreement nor any right or obligation hereunder may", "probability": 4.5711927727372975e-05 }, { "score": 4.066902160644531, "text": "or (v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 3.8494367080789947e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.072444915771484, "probability": 0.4504608590524811 }, { "score": 11.76375961303711, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement.", "probability": 0.33082379332926254 }, { "score": 11.324617385864258, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement.", "probability": 0.2132454095549457 }, { "score": 6.730131149291992, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement", "probability": 0.0021553592682120367 }, { "score": 6.350722789764404, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement", "probability": 0.0014748393430897336 }, { "score": 5.196128845214844, "text": "Sponsorship Fees. For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement.", "probability": 0.0004648479664954017 }, { "score": 4.692745208740234, "text": "3.4 Sponsorship Fees. For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement.", "probability": 0.0002809921581144661 }, { "score": 4.185794830322266, "text": "For", "probability": 0.00016924991057983707 }, { "score": 4.173314094543457, "text": "Sponsorship Fees. For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement.", "probability": 0.00016715067442077045 }, { "score": 3.913106679916382, "text": "For", "probability": 0.00012885506338343488 }, { "score": 3.8604867458343506, "text": "3.4 Sponsorship Fees. For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement.", "probability": 0.00012225002085799287 }, { "score": 3.822517156600952, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement. Annual Activation Funds are to be used in each calendar year.", "probability": 0.00011769525625275422 }, { "score": 3.6903092861175537, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\")", "probability": 0.0001031197402023532 }, { "score": 3.4395482540130615, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement. Annual Activation Funds are to be used in each calendar year. Unused funds are not rolled into future contract years. In the event Constellation fails to pay to the HOF Entities when due any sum required by this Agreement to be paid, whether pursuant to this Section 3.4 or otherwise, interest shall accrue from the date due on the unpaid amount at the rate of [***] per month or, if less, the highest rate permitted by law.", "probability": 8.024863938410632e-05 }, { "score": 2.9300150871276855, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees", "probability": 4.82114546067505e-05 }, { "score": 2.742300510406494, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities", "probability": 3.9960124266374104e-05 }, { "score": 2.5673298835754395, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement. Annual Activation Funds are to", "probability": 3.354579219796811e-05 }, { "score": 2.4261412620544434, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds", "probability": 2.9128667164657558e-05 }, { "score": 2.3945469856262207, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees", "probability": 2.8222754190218017e-05 }, { "score": 2.322512149810791, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H", "probability": 2.6261229891590937e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Price Restrictions": [ { "text": "", "score": 11.99551010131836, "probability": 0.7016117551549107 }, { "score": 10.13646125793457, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.10932568383183285 }, { "score": 9.99315071105957, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.09472905891452744 }, { "score": 9.068577766418457, "text": "For purposes of this Section 1.1(b), (i) the \"Market Price\" of any Products & Services shall mean the price for such Products & Services established by Constellation as the competitive market price at which such Products & Services are to be made available to Constellation's customers with a similar anticipated load profile within a specified utility service territory.", "probability": 0.037579093085820726 }, { "score": 8.365222930908203, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced", "probability": 0.018598724912711466 }, { "score": 7.756065845489502, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced", "probability": 0.010114155121759465 }, { "score": 7.093808650970459, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "probability": 0.005215728361586299 }, { "score": 6.81184720993042, "text": "In the event that the issuance of a certificate of substantial completion for a facility listed on Exhibit D is delayed by a period of 6 months or longer from the last day of the quarter indicated on Exhibit D for that facility, the HOF Entities will provide prompt written notice to Constellation of such delay, and the Sponsorship Fees will be reduced, to the extent applicable, as set forth in Exhibit H.", "probability": 0.003934238346031628 }, { "score": 6.651552677154541, "text": "In the event that the issuance of a certificate of substantial completion for a facility listed on Exhibit D is delayed by a period of 6 months or longer from the last day of the quarter indicated on Exhibit D for that facility, the HOF Entities will provide prompt written notice to Constellation of such delay, and the Sponsorship Fees will be reduced, to the extent applicable, as set forth in Exhibit H.", "probability": 0.0033515494843234504 }, { "score": 6.631975173950195, "text": "In the event that the issuance of a certificate of substantial completion for a facility listed on Exhibit D is delayed by a period of 6 months or longer from the last day of the quarter indicated on Exhibit D for that facility, the HOF Entities will provide prompt written notice to Constellation of such delay, and the Sponsorship Fees will be reduced, to the extent applicable, as set forth in Exhibit H. Any construction delay shall not impact the HOF Entities' contractual commitment or timelines as it relates to the obligations set forth in this Agreement related to EME financing. Any commodity supply agreements with the HOF Entities related to the delayed facility shall be extended in term by the number of months of the certificate of substantial completion delay at then current market pricing, except to the extent that an existing agreement is in place with respect to such delayed facility or supply quantity purchased. ARTICLE 2\n\nPROVISION OF SERVICES 2.1 Services. (a) Throughout the Term, Constellation shall provide to the HOF Entities and/or their respective affiliates the Products & Services. All Products & Services shall be delivered to the account(s) or facilit(y)(ies) identified in the applicable Second Level Agreement, or performed at the Village or at such other location upon which the Parties may mutually agree in the applicable Second Level Agreement. (b) All Services included in the Products & Services shall be performed with at least the level of service, quality and care provided by Constellation to other third parties receiving the same or substantially similar services.", "probability": 0.003286572631170018 }, { "score": 6.1478118896484375, "text": "For purposes of this Section 1.1(b), (i) the \"Market Price\" of any Products & Services shall mean the price for such Products & Services established by Constellation as the competitive market price at which such Products & Services are to be made available to Constellation's customers with a similar anticipated load profile within a specified utility service territory. Constellation shall invoice the applicable HOF Entity or its appropriate affiliate for all Products & Services purchased by such HOF Entity or its appropriate affiliate pursuant to the applicable Second Level Agreement (as defined below). In the event that the purchaser of Products & Services pursuant to this Article 1 is an affiliate of an HOF Entity (but not an HOF Entity), such affiliate shall be subject to Constellation's credit approval of such affiliate as the contracting entity. In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services.", "probability": 0.002025227386794403 }, { "score": 5.858473777770996, "text": "The HOF Entities or their affiliates shall, during the Term (as defined below), purchase from Constellation, and Constellation shall sell to the HOF Entities and/or their affiliates, as applicable, such Products & Services as shall be requested by an HOF Entity or its affiliates, in each case at the applicable Market Prices for such Products & Services and on competitive terms.", "probability": 0.001516407229442113 }, { "score": 5.790163516998291, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing,", "probability": 0.0014162798520593956 }, { "score": 5.776178359985352, "text": "The HOF Entities shall consult with Constellation to develop a comprehensive energy strategy with respect to the Products & Services listing in Exhibit A, which reflects sustainable product solutions, competitive market pricing (incorporating completion of the Supplier Component Questionnaire in the form of Exhibit B hereof for the applicable HOF Entity or affiliate), periodic reporting and analytics, regulatory/market intelligence and infrastructure services and equipment.", "probability": 0.0013966108138271315 }, { "score": 5.684968948364258, "text": "The HOF Entities or their affiliates shall, during the Term (as defined below), purchase from Constellation, and Constellation shall sell to the HOF Entities and/or their affiliates, as applicable, such Products & Services as shall be requested by an HOF Entity or its affiliates, in each case at the applicable Market Prices for such Products & Services and on competitive terms. For purposes of this Section 1.1(b), (i) the \"Market Price\" of any Products & Services shall mean the price for such Products & Services established by Constellation as the competitive market price at which such Products & Services are to be made available to Constellation's customers with a similar anticipated load profile within a specified utility service territory.", "probability": 0.0012748634090890493 }, { "score": 5.614864349365234, "text": "(b) Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.0011885504361707833 }, { "score": 5.3539018630981445, "text": "The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term.", "probability": 0.0009155520681140719 }, { "score": 5.32374382019043, "text": "For purposes of this Section 1.1(b), (i) the \"Market Price\" of any Products & Services shall mean the price for such Products & Services established by Constellation as the competitive market price at which such Products & Services are to be made available to Constellation's customers with a similar anticipated load profile within a specified utility service territory.", "probability": 0.0008883530062451864 }, { "score": 5.238674163818359, "text": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing,", "probability": 0.0008159063140679421 }, { "score": 5.23840856552124, "text": "All Services included in the Products & Services shall be performed with at least the level of service, quality and care provided by Constellation to other third parties receiving the same or substantially similar services.", "probability": 0.0008156896395157868 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Minimum Commitment": [ { "score": 14.499006271362305, "text": "A minimum of [***] in mutually agreed upon EME financing will be contracted for by the Parties, with a minimum of [***] of such aggregate amount to be contracted for in each of [***] and [***].", "probability": 0.8000333574613877 }, { "text": "", "score": 12.144754409790039, "probability": 0.07597478903673072 }, { "score": 11.911977767944336, "text": "The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term.", "probability": 0.06019714465485433 }, { "score": 10.635379791259766, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.016794088399842665 }, { "score": 10.276236534118652, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.011726880513065793 }, { "score": 10.01288890838623, "text": "A minimum of [***] in mutually agreed upon EME financing will be contracted for by the Parties, with a minimum of [***] of such aggregate amount to be contracted for in each of [***] and [***", "probability": 0.009011811093150595 }, { "score": 10.000334739685059, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.008899382496792207 }, { "score": 9.502943992614746, "text": "In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "probability": 0.0054118508179450495 }, { "score": 9.112486839294434, "text": "The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term", "probability": 0.0036624561133103773 }, { "score": 8.78519058227539, "text": "All Services included in the Products & Services shall be performed with at least the level of service, quality and care provided by Constellation to other third parties receiving the same or substantially similar services.", "probability": 0.002640155282450428 }, { "score": 8.4601469039917, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced", "probability": 0.0019075010912396556 }, { "score": 8.070630073547363, "text": "The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term. (d) All purchases of Products & Services from Constellation by the HOF Entities or their respective affiliates pursuant to this Agreement shall be made pursuant to a separate agreement executed between an HOF Entity or affiliate and Constellation which may include a master retail electricity supply agreement in substantially the form of Exhibit C-1, master retail natural gas supply agreement in substantially the form of Exhibit C-2, transaction confirmation in substantially the form of Exhibit C-3 or similar document or agreement (each, a \"Second Level Agreement\").", "probability": 0.001292110884779451 }, { "score": 7.383490085601807, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced", "probability": 0.0006499481021442111 }, { "score": 6.974321365356445, "text": "In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services.", "probability": 0.00043169693236806185 }, { "score": 6.880659103393555, "text": "In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services", "probability": 0.0003930990181203491 }, { "score": 6.5764617919921875, "text": "(ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.0002899951571149309 }, { "score": 6.314282417297363, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.00022311444554656937 }, { "score": 6.273312091827393, "text": "The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services,", "probability": 0.0002141580990944013 }, { "score": 5.796363353729248, "text": "].", "probability": 0.00013292243797295093 }, { "score": 5.638734817504883, "text": "A", "probability": 0.00011353796208968177 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Volume Restriction": [ { "text": "", "score": 12.088411331176758, "probability": 0.4490515619168002 }, { "score": 11.553955078125, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.2631387515064693 }, { "score": 10.860633850097656, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.13154647842926603 }, { "score": 10.373135566711426, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.0807907075961087 }, { "score": 9.2177095413208, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced", "probability": 0.025442879717904297 }, { "score": 9.160338401794434, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced", "probability": 0.024024275276179702 }, { "score": 8.315400123596191, "text": "All Services included in the Products & Services shall be performed with at least the level of service, quality and care provided by Constellation to other third parties receiving the same or substantially similar services.", "probability": 0.010320441197131077 }, { "score": 7.034789562225342, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.", "probability": 0.0028677161585973993 }, { "score": 6.9381937980651855, "text": "(b) Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.0026036653057526444 }, { "score": 6.78354024887085, "text": "A minimum of [***] in mutually agreed upon EME financing will be contracted for by the Parties, with a minimum of [***] of such aggregate amount to be contracted for in each of [***] and [***].", "probability": 0.002230591141180629 }, { "score": 6.712239742279053, "text": "In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "probability": 0.0020770863729861213 }, { "score": 6.455391883850098, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***]", "probability": 0.0016065969897098287 }, { "score": 5.741260528564453, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that", "probability": 0.0007866175687123299 }, { "score": 5.654012680053711, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022", "probability": 0.0007208956132133587 }, { "score": 5.511020660400391, "text": "The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term.", "probability": 0.0006248441924549669 }, { "score": 5.440656661987305, "text": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement.", "probability": 0.0005823888362504991 }, { "score": 5.315946578979492, "text": "All Services included in the Products & Services shall be performed with at least the level of service, quality and care provided by Constellation to other third parties receiving the same or substantially similar services", "probability": 0.0005141053703698886 }, { "score": 5.044517517089844, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced. Constellation hereby specifically authorizes the HOF Entities to use such artwork in the production of such advertising signs and/or promotional materials and represents and warrants that all of its advertising copy shall comply with all applicable federal, state and local laws pertinent to the advertising of its products.", "probability": 0.00039189705216663434 }, { "score": 4.9303412437438965, "text": "(b) Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.0003496116300387971 }, { "score": 4.869235992431641, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities.", "probability": 0.0003288881287075922 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.201343536376953, "probability": 0.7573612154149536 }, { "score": 10.329127311706543, "text": "Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.", "probability": 0.11646887640059728 }, { "score": 10.290224075317383, "text": "Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.", "probability": 0.11202486387764914 }, { "score": 7.740433692932129, "text": "Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy", "probability": 0.008748921741027812 }, { "score": 6.265683174133301, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.0020020665946094613 }, { "score": 6.009180068969727, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.0015491042167902903 }, { "score": 5.209360599517822, "text": "Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy", "probability": 0.0006961830640060555 }, { "score": 4.732251167297363, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced. Constellation hereby specifically authorizes the HOF Entities to use such artwork in the production of such advertising signs and/or promotional materials and represents and warrants that all of its advertising copy shall comply with all applicable federal, state and local laws pertinent to the advertising of its products. Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.", "probability": 0.0004320335367197533 }, { "score": 3.9950265884399414, "text": "Any changes made by a licensee Party to the licensor Party's Marks will be owned by the applicable Party owning the underlying Marks (which ownership will be confirmed or otherwise documented by the licensee Party in writing, at the request of the Party owning the Marks) and, where approved by the Party owning the Marks pursuant to this subsection (iii), made automatically subject to the terms of this Agreement.", "probability": 0.00020670210235257538 }, { "score": 3.359274387359619, "text": "Constellation hereby specifically authorizes the HOF Entities to use such artwork in the production of such advertising signs and/or promotional materials and represents and warrants that all of its advertising copy shall comply with all applicable federal, state and local laws pertinent to the advertising of its products. Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.", "probability": 0.00010945641533927436 }, { "score": 3.3585784435272217, "text": "Const", "probability": 0.00010938026632289527 }, { "score": 2.7914021015167236, "text": "Const", "probability": 6.203223384975806e-05 }, { "score": 2.6454920768737793, "text": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction.", "probability": 5.361045612995483e-05 }, { "score": 2.6367321014404297, "text": "Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.\n\n4\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(c) Constellation shall be solely responsible for all costs and expenses incurred in connection with the creation and/or production of all advertising signs and/or promotional materials covered by this Agreement unless otherwise specifically noted on Exhibit E, and such costs and expenses shall be borne by Constellation in addition to any amounts due under this Agreement.", "probability": 5.3142880815449936e-05 }, { "score": 2.1824607849121094, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced. Constellation hereby specifically authorizes the HOF Entities to use such artwork in the production of such advertising signs and/or promotional materials and represents and warrants that all of its advertising copy shall comply with all applicable federal, state and local laws pertinent to the advertising of its products. Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy", "probability": 3.3740970275927534e-05 }, { "score": 1.9193699359893799, "text": "ellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.", "probability": 2.593574116585698e-05 }, { "score": 1.785627841949463, "text": "ellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.", "probability": 2.2688992413634168e-05 }, { "score": 1.2694001197814941, "text": "Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.\n\n4\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(c) Constellation shall be solely responsible for all costs and expenses incurred in connection with the creation and/or production of all advertising signs and/or promotional materials covered by this Agreement unless otherwise specifically noted on Exhibit E, and such costs and expenses shall be borne by Constellation in addition to any amounts due under this Agreement. Constellation shall be invoiced by the HOF Entities for any such materials at the retail cost charged to the HOF Entities (or either of them) by the supplier, without mark-up. Payment with respect to such invoice will be due thirty (30) days following receipt by Constellation of such invoice. Constellation shall be solely responsible for the initial cost of installation of all advertising signs covered by this Agreement, and Constellation shall be responsible for the cost of installation of each advertising sign which is changed as a result of a change in the artwork desired by Constellation during the Term subsequent to its initial installation except in the case of temporary signs planned for eventual replacement with permanent signs.", "probability": 1.354005282677436e-05 }, { "score": 1.2640273571014404, "text": "(b) Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced. Constellation hereby specifically authorizes the HOF Entities to use such artwork in the production of such advertising signs and/or promotional materials and represents and warrants that all of its advertising copy shall comply with all applicable federal, state and local laws pertinent to the advertising of its products. Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.", "probability": 1.346750041423617e-05 }, { "score": 1.2315809726715088, "text": "SPONSORSHIP RIGHTS AND BENEFITS 3.1 Sponsorship Rights. Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 1.3037541740587024e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.131790161132812, "probability": 0.999768254634761 }, { "score": 3.631053924560547, "text": "Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.", "probability": 0.00020327150513836897 }, { "score": 0.4863111972808838, "text": "Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy", "probability": 8.756530999460814e-06 }, { "score": 0.1775914430618286, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 6.430678589984684e-06 }, { "score": -0.8077627420425415, "text": "Constellation hereby specifically authorizes the HOF Entities to use such artwork in the production of such advertising signs and/or promotional materials and represents and warrants that all of its advertising copy shall comply with all applicable federal, state and local laws pertinent to the advertising of its products. Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.", "probability": 2.4006172278656133e-06 }, { "score": -0.8319939374923706, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 2.3431465067262253e-06 }, { "score": -1.1179964542388916, "text": "The Parties shall be and act as independent contractors, and under no circumstances shall this Agreement be construed as one of agency, partnership, joint venture or employment among the Parties.", "probability": 1.7603139439203826e-06 }, { "score": -1.2511844635009766, "text": "Const", "probability": 1.540803696455151e-06 }, { "score": -1.8554407358169556, "text": "A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 8.420194954996134e-07 }, { "score": -1.9579088687896729, "text": "Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement:", "probability": 7.600126172608471e-07 }, { "score": -1.9704755544662476, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 7.505215381966931e-07 }, { "score": -2.2662510871887207, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 5.583538026616159e-07 }, { "score": -2.3160221576690674, "text": "Constellation may terminate this Agreement,", "probability": 5.312441699263813e-07 }, { "score": -2.671792984008789, "text": "(b) Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement:", "probability": 3.7220728602563267e-07 }, { "score": -2.7128190994262695, "text": "Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.\n\n4\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(c) Constellation shall be solely responsible for all costs and expenses incurred in connection with the creation and/or production of all advertising signs and/or promotional materials covered by this Agreement unless otherwise specifically noted on Exhibit E, and such costs and expenses shall be borne by Constellation in addition to any amounts due under this Agreement.", "probability": 3.5724606575423945e-07 }, { "score": -2.9657602310180664, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 2.7740642596011454e-07 }, { "score": -3.250133991241455, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement", "probability": 2.0874426960283544e-07 }, { "score": -3.302445411682129, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that", "probability": 1.9810525728809421e-07 }, { "score": -3.304255962371826, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***]", "probability": 1.9774690218581086e-07 }, { "score": -3.3539443016052246, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities.", "probability": 1.8816130532233588e-07 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__License Grant": [ { "text": "", "score": 11.800962448120117, "probability": 0.33177118355366375 }, { "score": 11.671247482299805, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 0.2914098103092183 }, { "score": 11.457616806030273, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 0.23535614629353577 }, { "score": 10.017931938171387, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.0557799795283534 }, { "score": 9.251471519470215, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village.", "probability": 0.02591843771926771 }, { "score": 8.603521347045898, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.013558374816878377 }, { "score": 8.368330001831055, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement", "probability": 0.010716805092991775 }, { "score": 8.146499633789062, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement. This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.008584709973213188 }, { "score": 8.029351234436035, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement", "probability": 0.007635697663097371 }, { "score": 7.6813225746154785, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village", "probability": 0.005391403020168517 }, { "score": 7.376765727996826, "text": "Constellation hereby specifically authorizes the HOF Entities to use such artwork in the production of such advertising signs and/or promotional materials and represents and warrants that all of its advertising copy shall comply with all applicable federal, state and local laws pertinent to the advertising of its products.", "probability": 0.003975890726006102 }, { "score": 7.117132186889648, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village.", "probability": 0.0030667404776943373 }, { "score": 6.4788336753845215, "text": "Constellation shall have no right to use the Marks of the HOF Entities (or either of them), the Village or Johnson Controls, Inc. without the prior written consent of the HOF Entities (or the applicable HOF Entity), which shall not be unreasonably withheld, and/or, if applicable, Johnson Controls, Inc.", "probability": 0.0016198227868145806 }, { "score": 6.476527690887451, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village. This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "probability": 0.0016160918040277292 }, { "score": 5.887695789337158, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with", "probability": 0.000896890826747707 }, { "score": 5.7906494140625, "text": "(d) Grant of Rights by Constellation. Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 0.0008139409090522339 }, { "score": 5.546983242034912, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village", "probability": 0.0006379255591174357 }, { "score": 5.4830169677734375, "text": "Constellation shall have no right to use the Marks of the HOF Entities (or either of them), the Village or Johnson Controls, Inc. without the prior written consent of the HOF Entities (or the applicable HOF Entity), which shall not be unreasonably withheld, and/or, if applicable, Johnson Controls, Inc. Each Party will be solely responsible for taking such actions as it deems appropriate to obtain and maintain trademark, service mark, or copyright registration for its own Marks and each Party will have the exclusive right to enforce its own Marks, including the right to assert, defend or settle any allegations or claims of infringement, dilution, misappropriation or similar violation of same. (b) Grant of Rights by HOF Entities. The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with", "probability": 0.0005983975448394097 }, { "score": 4.957296848297119, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights", "probability": 0.0003537304577423114 }, { "score": 4.785925388336182, "text": "(b) Grant of Rights by HOF Entities. The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 0.0002980209375699995 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Transferable License": [ { "score": 13.161639213562012, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 0.3046577168813074 }, { "score": 13.159928321838379, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 0.3041369261502661 }, { "score": 12.869943618774414, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "probability": 0.22757806261401747 }, { "text": "", "score": 12.036111831665039, "probability": 0.09885573101245845 }, { "score": 10.417608261108398, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village", "probability": 0.01959271775799505 }, { "score": 10.30034351348877, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.01742477783217202 }, { "score": 10.028264999389648, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement", "probability": 0.013274098995144826 }, { "score": 9.502742767333984, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement", "probability": 0.007848264781863132 }, { "score": 8.732345581054688, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village. This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "probability": 0.0036324061291374966 }, { "score": 7.362575054168701, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term", "probability": 0.0009232315098397426 }, { "score": 6.878647804260254, "text": "Constellation shall have no right to use the Marks of the HOF Entities (or either of them), the Village or Johnson Controls, Inc. without the prior written consent of the HOF Entities (or the applicable HOF Entity), which shall not be unreasonably withheld, and/or, if applicable, Johnson Controls, Inc. Each Party will be solely responsible for taking such actions as it deems appropriate to obtain and maintain trademark, service mark, or copyright registration for its own Marks and each Party will have the exclusive right to enforce its own Marks, including the right to assert, defend or settle any allegations or claims of infringement, dilution, misappropriation or similar violation of same. (b) Grant of Rights by HOF Entities. The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 0.0005690411642266339 }, { "score": 6.280009746551514, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village. This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village", "probability": 0.0003127220318042303 }, { "score": 6.14459228515625, "text": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction.", "probability": 0.0002731161758610851 }, { "score": 5.918776988983154, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.00021790996242924924 }, { "score": 5.746216773986816, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village. On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.", "probability": 0.0001833728929664708 }, { "score": 5.47664737701416, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity", "probability": 0.00014004339643680793 }, { "score": 5.301663398742676, "text": "The", "probability": 0.00011756229588734342 }, { "score": 5.063048839569092, "text": "(d) Grant of Rights by Constellation. Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 9.260598863828395e-05 }, { "score": 5.027024269104004, "text": "This", "probability": 8.932927316957664e-05 }, { "score": 4.921250820159912, "text": "(b) Grant of Rights by HOF Entities. The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 8.036315437872614e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.06535530090332, "probability": 0.26482962349126865 }, { "score": 11.93246078491211, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.23187354838436164 }, { "score": 11.645074844360352, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.17395666778008861 }, { "score": 11.627894401550293, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 0.17099354198900008 }, { "score": 10.601558685302734, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 0.061269984477748694 }, { "score": 10.376965522766113, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village.", "probability": 0.04894498493207503 }, { "score": 9.022882461547852, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village.", "probability": 0.012636808309086275 }, { "score": 8.82598876953125, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement", "probability": 0.010378331859277518 }, { "score": 8.138824462890625, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village", "probability": 0.005220305113161741 }, { "score": 7.924438953399658, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement. This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.004212980445388137 }, { "score": 7.7207255363464355, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village.", "probability": 0.003436511728313136 }, { "score": 7.598657608032227, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights", "probability": 0.003041616130782724 }, { "score": 7.477534294128418, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement", "probability": 0.0026946428764978666 }, { "score": 6.950283050537109, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.0015904459341348235 }, { "score": 6.815684795379639, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village. This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "probability": 0.001390156295285236 }, { "score": 6.784740924835205, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village", "probability": 0.0013477982200941162 }, { "score": 6.045363426208496, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "probability": 0.0006434537122950855 }, { "score": 6.01216459274292, "text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 0.00062244250325129 }, { "score": 5.936765670776367, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village", "probability": 0.0005772366596855111 }, { "score": 5.404274940490723, "text": "Constellation shall have no right to use the Marks of the HOF Entities (or either of them), the Village or Johnson Controls, Inc. without the prior written consent of the HOF Entities (or the applicable HOF Entity), which shall not be unreasonably withheld, and/or, if applicable, Johnson Controls, Inc.", "probability": 0.00033891915820361695 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.169717788696289, "probability": 0.857052508526634 }, { "score": 9.299525260925293, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 0.04858460247030777 }, { "score": 8.958630561828613, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 0.034550152358888565 }, { "score": 8.78857707977295, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.029147189059965044 }, { "score": 8.001447677612305, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.013266327736504633 }, { "score": 6.980473518371582, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village.", "probability": 0.004779112771200188 }, { "score": 6.763296127319336, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "probability": 0.0038461687597854933 }, { "score": 6.528532028198242, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village. This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "probability": 0.003041386285318177 }, { "score": 6.065649509429932, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement", "probability": 0.0019144510194434475 }, { "score": 5.869880199432373, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement", "probability": 0.0015740652399076932 }, { "score": 4.856075763702393, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village", "probability": 0.0005711274792504839 }, { "score": 4.738798141479492, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village", "probability": 0.000507925517962847 }, { "score": 4.504034042358398, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village. This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village", "probability": 0.00040164584571725605 }, { "score": 3.7744643688201904, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights", "probability": 0.00019364005439635298 }, { "score": 3.7236785888671875, "text": "Sponsorship Rights. Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.00018405143673824137 }, { "score": 3.2446908950805664, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term", "probability": 0.0001140033201674977 }, { "score": 2.9565858840942383, "text": "Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates.\n\n3\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n2.3 Costs and Expenses for Services. All up-front costs of providing the services included in the Products & Services, excluding costs of consumption of energy and energy-related services, shall be borne by Constellation. Costs of consumption of energy, energy-related services and EME services provided pursuant to this Agreement shall be borne by the HOF Entities. 2.4 EME Financing. A minimum of [***] in mutually agreed upon EME financing will be contracted for by the Parties, with a minimum of [***] of such aggregate amount to be contracted for in each of [***] and [***]. ARTICLE 3\n\nSPONSORSHIP RIGHTS AND BENEFITS 3.1 Sponsorship Rights. Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 8.546633547388604e-05 }, { "score": 2.7129600048065186, "text": "Sponsorship Rights. Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 6.698687347900244e-05 }, { "score": 2.7065343856811523, "text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village. On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.", "probability": 6.655782128287125e-05 }, { "score": 2.4717702865600586, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village. This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village. On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.", "probability": 5.263108757652969e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.695671081542969, "probability": 0.9453128381950905 }, { "score": 8.630855560302734, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 0.04411061238612497 }, { "score": 6.175411701202393, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 0.0037857973987350645 }, { "score": 5.558806419372559, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement", "probability": 0.002043473909221797 }, { "score": 5.482186794281006, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village.", "probability": 0.0018927515769567723 }, { "score": 5.415984630584717, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.0017715049994239036 }, { "score": 3.4218356609344482, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term", "probability": 0.0002411540104248696 }, { "score": 3.383049249649048, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village", "probability": 0.00023197958346956156 }, { "score": 2.6781067848205566, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement", "probability": 0.00011462969629418949 }, { "score": 2.468877077102661, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The", "probability": 9.298862677761937e-05 }, { "score": 2.3008179664611816, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with", "probability": 7.86036457792705e-05 }, { "score": 1.9074769020080566, "text": "Const", "probability": 5.304162686724132e-05 }, { "score": 1.8496357202529907, "text": "(d) Grant of Rights by Constellation. Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 5.0060678322993314e-05 }, { "score": 1.7125885486602783, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement. This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity). On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days.", "probability": 4.364936193913956e-05 }, { "score": 1.6981377601623535, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement. This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "probability": 4.3023129912689145e-05 }, { "score": 1.5969561338424683, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village.", "probability": 3.888296549491377e-05 }, { "score": 1.392614483833313, "text": "(b) Grant of Rights by HOF Entities. The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 3.16967641913911e-05 }, { "score": 1.179546594619751, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term", "probability": 2.5614195524557807e-05 }, { "score": 0.9326722621917725, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term", "probability": 2.0010805007578775e-05 }, { "score": 0.8091983795166016, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The HOF Entities shall identify Constellation as a sponsor of the Village", "probability": 1.7686444440995992e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.03384780883789, "probability": 0.9780517681265475 }, { "score": 7.872696876525879, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 0.015247440744947938 }, { "score": 6.800711154937744, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 0.005219627020752019 }, { "score": 4.501412391662598, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement", "probability": 0.0005236808652942716 }, { "score": 4.356823921203613, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement", "probability": 0.0004531820824000182 }, { "score": 3.7525510787963867, "text": "Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\").", "probability": 0.00024765116177470327 }, { "score": 3.0665106773376465, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term", "probability": 0.00012470871634511426 }, { "score": 1.5272740125656128, "text": "Constellation shall have no right to use the Marks of the HOF Entities (or either of them), the Village or Johnson Controls, Inc. without the prior written consent of the HOF Entities (or the applicable HOF Entity), which shall not be unreasonably withheld, and/or, if applicable, Johnson Controls, Inc. Each Party will be solely responsible for taking such actions as it deems appropriate to obtain and maintain trademark, service mark, or copyright registration for its own Marks and each Party will have the exclusive right to enforce its own Marks, including the right to assert, defend or settle any allegations or claims of infringement, dilution, misappropriation or similar violation of same. (b) Grant of Rights by HOF Entities. The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 2.675560767248753e-05 }, { "score": 1.5094823837280273, "text": "The", "probability": 2.6283791466602268e-05 }, { "score": 0.6869798898696899, "text": "(b) Grant of Rights by HOF Entities. The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 1.1547280576143087e-05 }, { "score": 0.5418405532836914, "text": "Grant of Rights by HOF Entities. The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 9.987263435023625e-06 }, { "score": 0.3405320644378662, "text": "The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village.", "probability": 8.166187354388303e-06 }, { "score": 0.3385887145996094, "text": "Const", "probability": 8.150333005776522e-06 }, { "score": 0.32105016708374023, "text": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement. The", "probability": 8.008634230635904e-06 }, { "score": 0.2797513008117676, "text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement. This", "probability": 7.684623407678552e-06 }, { "score": 0.2498335838317871, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.", "probability": 7.458122114548328e-06 }, { "score": -0.04222846031188965, "text": "(d) Grant of Rights by Constellation. Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "probability": 5.569145389015734e-06 }, { "score": -0.06928372383117676, "text": "HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 5.420490706411795e-06 }, { "score": -0.37344396114349365, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.\n\n6\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(e) Limitations on Rights. Each Party agrees it will not use the Sponsorship Rights or any license granted under or in connection with this Agreement in any manner which could reasonably be expected to (i) infringe upon the intellectual property or other propriety rights or rights of publicity or privacy of a Party to this Agreement or any third party, (ii) violate any law, statute, regulation, or ordinance applicable to it, including, without limitation, laws regarding obscenity, discrimination, unfair competition and false advertising, or (iii) be defamatory or trade libelous.", "probability": 3.998927140542272e-06 }, { "score": -0.6910161972045898, "text": "Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "probability": 2.9108754393880558e-06 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Source Code Escrow": [ { "text": "", "score": 12.211263656616211, "probability": 0.9997380446581873 }, { "score": 3.8692870140075684, "text": "A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 0.00023823841732019456 }, { "score": 0.5724998116493225, "text": "A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 8.815263638461827e-06 }, { "score": -0.15889787673950195, "text": "A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"): (i) Such Party fails to perform timely any of its material obligations hereunder and such default shall continue for a period of sixty (60) days following receipt by such Party of written notice from the other Party specifying such default;", "probability": 4.242221348278179e-06 }, { "score": -0.32280123233795166, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 3.6008995143636946e-06 }, { "score": -1.7128245830535889, "text": "A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"", "probability": 8.968742005892281e-07 }, { "score": -2.0508151054382324, "text": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.\n\n7\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n4.2 Termination; Available Remedies. (a) Right to Terminate for Default. A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 6.396525160495568e-07 }, { "score": -2.1545612812042236, "text": "A", "probability": 5.766173699120002e-07 }, { "score": -2.1761090755462646, "text": "(a) Right to Terminate for Default. A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 5.643254449457136e-07 }, { "score": -2.230455160140991, "text": "A Party shall be in default hereunder", "probability": 5.344750394681106e-07 }, { "score": -2.2316646575927734, "text": "):", "probability": 5.338289840497824e-07 }, { "score": -2.23453426361084, "text": "hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 5.322993010280361e-07 }, { "score": -2.2378883361816406, "text": "(a) Right to Terminate for Default. A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 5.30516921329382e-07 }, { "score": -2.3695449829101562, "text": "each of such events being an \"Event of Default\"):", "probability": 4.6507338380108973e-07 }, { "score": -2.6655325889587402, "text": "Right to Terminate for Default. A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 3.459200232674483e-07 }, { "score": -2.708916664123535, "text": "(b) Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement:", "probability": 3.3123348735002946e-07 }, { "score": -2.751349687576294, "text": "A Party shall be in default hereunder if any of the following events shall occur", "probability": 3.1747227862253645e-07 }, { "score": -2.9250214099884033, "text": "Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement:", "probability": 2.6685856012590685e-07 }, { "score": -2.93975567817688, "text": "(b) Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 2.6295542010218105e-07 }, { "score": -2.9493789672851562, "text": "(each of such events being an \"Event of Default\"):", "probability": 2.6043706095594344e-07 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Post-Termination Services": [ { "text": "", "score": 12.37209701538086, "probability": 0.6134855946163664 }, { "score": 11.195951461791992, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.", "probability": 0.18923908765071734 }, { "score": 11.044509887695312, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days.", "probability": 0.1626449583530567 }, { "score": 9.434486389160156, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days.", "probability": 0.032509948721395024 }, { "score": 4.699769020080566, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable,", "probability": 0.00028559766849500616 }, { "score": 4.6602463722229, "text": "Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 0.00027453024006180744 }, { "score": 4.621654510498047, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days", "probability": 0.0002641374356623599 }, { "score": 4.603343486785889, "text": "(v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "probability": 0.0002593448215602285 }, { "score": 4.186095237731934, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than one hundred eighty (180) days", "probability": 0.00017087123899830887 }, { "score": 3.953091859817505, "text": "On", "probability": 0.00013535580536393733 }, { "score": 3.945796251296997, "text": "In the event of a termination of this Agreement by either Party for any reason, or upon the expiration of the Term, the Parties agree that all representations and warranties made under this Agreement and the indemnification provisions set forth in Section 5.2 for any claims, demands, causes of action, suits or judgments by third parties or losses, liabilities, costs or expenses which may arise on or before the effective date of termination shall survive.", "probability": 0.00013437189587038506 }, { "score": 3.844359874725342, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.00012141020323906623 }, { "score": 3.6337344646453857, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable,", "probability": 9.835166868211484e-05 }, { "score": 3.4236786365509033, "text": "On", "probability": 7.97178625780041e-05 }, { "score": 3.2383060455322266, "text": "On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation Marks as soon as practicable,", "probability": 6.622917609425439e-05 }, { "score": 2.9642508029937744, "text": "but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days.", "probability": 5.035338517691192e-05 }, { "score": 2.902250289916992, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time,", "probability": 4.7326260737767796e-05 }, { "score": 2.899355888366699, "text": "In the event of any termination of this Agreement, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of the HOF Entities (or either of them) or Constellation, except that the provisions of Section 3.3(a), this Section 4.2(d), Section 5.2 (with respect to the period prior to termination) and Article 6 (other than Section 6.7 and Section 6.9) shall survive any such termination of this Agreement.", "probability": 4.718947758349814e-05 }, { "score": 2.8600966930389404, "text": "Throughout the Term, Constellation shall provide to the HOF Entities and/or their respective affiliates the Products & Services.", "probability": 4.5372751600700716e-05 }, { "score": 2.74031400680542, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days", "probability": 4.0250766760123035e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Audit Rights": [ { "score": 14.584540367126465, "text": "In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 0.5345561052978949 }, { "score": 14.315016746520996, "text": "In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 0.4082636114112267 }, { "text": "", "score": 12.232767105102539, "probability": 0.05088984682886994 }, { "score": 9.234182357788086, "text": "In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year", "probability": 0.002537244585736665 }, { "score": 8.801568031311035, "text": "In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year", "probability": 0.001646191366363737 }, { "score": 7.590785026550293, "text": "Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 0.000490505568272642 }, { "score": 7.495621681213379, "text": "Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities. In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 0.0004459796333495624 }, { "score": 7.366397857666016, "text": "Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 0.0003919167568613828 }, { "score": 6.628789901733398, "text": "Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities. In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 0.00018743675959572058 }, { "score": 6.1848554611206055, "text": "In", "probability": 0.00012024208261143399 }, { "score": 6.110692501068115, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities. In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 0.00011164722300991114 }, { "score": 5.900529861450195, "text": "In", "probability": 9.048476247415747e-05 }, { "score": 5.439148902893066, "text": "January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 5.704272266491888e-05 }, { "score": 5.179978370666504, "text": "January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 4.4019379287014095e-05 }, { "score": 4.804142475128174, "text": "HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 3.02287687863542e-05 }, { "score": 4.791740417480469, "text": "HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 2.9856185031462208e-05 }, { "score": 4.732792854309082, "text": "the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 2.8147103636519393e-05 }, { "score": 4.721677780151367, "text": "HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "probability": 2.7835978783332457e-05 }, { "score": 4.6484293937683105, "text": "In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year. (d) Remedies; Effect of Termination or Expiration. (i) HOF Entity Remedies. In the event of an Event of Default by Constellation which is not cured within the applicable grace or cure period, the HOF Entities shall have the right, in their sole discretion, (A) to terminate this Agreement, (B) to remove immediately any advertising signs and/or promotional materials covered by this Agreement, and/or (C) to assert any and all other remedies which the HOF Entities may have under this Agreement and/or pursuant to law and/or equity.", "probability": 2.5869922447000846e-05 }, { "score": 4.645244598388672, "text": ".", "probability": 2.578766309664866e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Uncapped Liability": [ { "text": "", "score": 12.334556579589844, "probability": 0.9984179873575777 }, { "score": 4.67629337310791, "text": "In the event of any termination of this Agreement, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of the HOF Entities (or either of them) or Constellation, except that the provisions of Section 3.3(a), this Section 4.2(d), Section 5.2 (with respect to the period prior to termination) and Article 6 (other than Section 6.7 and Section 6.9) shall survive any such termination of this Agreement.", "probability": 0.00047137977531597837 }, { "score": 4.382967948913574, "text": "Each of the HOF Entities or Constellation may terminate this Agreement at any time without liability if association with another Party could, in such Party's reasonable opinion, materially damage its reputation or image or in the event a Party breaches Section 3.3 hereof, which breach is not cured within sixty (60). days of receipt of notice of such breach.", "probability": 0.0003515453290906057 }, { "score": 3.956223964691162, "text": "Indemnity for Products & Services provided by Constellation hereunder shall be governed by the terms of the applicable Second Level Agreement(s).", "probability": 0.00022942924417570934 }, { "score": 3.094857931137085, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 9.695322485078417e-05 }, { "score": 2.891580581665039, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them); (D) a licensor Party's federal, state and/or common law and other rights in or to the licensor Party's Marks; (E) a licensor Party's right, title, interest, and ownership in and to the licensor Party's Marks; and/or (F) the validity or enforceability of the any of the foregoing.", "probability": 7.911886126403865e-05 }, { "score": 2.8739187717437744, "text": "Indemnity for Products & Services provided by Constellation hereunder shall be governed by the terms of the applicable Second Level Agreement(s).", "probability": 7.773374679524891e-05 }, { "score": 2.2303717136383057, "text": "(i) the use or display by the HOF Entities (or either of them) of Constellation's Marks or the Co-Branded Center for Excellence Logos (in each case, as permitted by this Agreement); (ii) the promotion, advertising, distribution and/or sale of any Products & Services by Constellation pursuant to any license granted by the HOF Entities (or either of them) herein; (iii) any breach by Constellation of its representations, warranties and/or obligations under this Agreement; or (iv) the subject matter, content or copy contained in any advertising material, promotional material, signage or intellectual property furnished by Constellation in accordance with this Agreement, including any and all claims for infringement of trademark rights, copyrights, testimonials, rights of publicity, or the rights to use names, likenesses, slogans, photographs or patents.", "probability": 4.084328503096165e-05 }, { "score": 2.2211363315582275, "text": "A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 4.046781814705931e-05 }, { "score": 2.1625280380249023, "text": "Each Party agrees it will not use the Sponsorship Rights or any license granted under or in connection with this Agreement in any manner which could reasonably be expected to (i) infringe upon the intellectual property or other propriety rights or rights of publicity or privacy of a Party to this Agreement or any third party, (ii) violate any law, statute, regulation, or ordinance applicable to it, including, without limitation, laws regarding obscenity, discrimination, unfair competition and false advertising, or (iii) be defamatory or trade libelous.", "probability": 3.816423234939594e-05 }, { "score": 2.0160741806030273, "text": "(iii) any breach by Constellation of its representations, warranties and/or obligations under this Agreement; or (iv) the subject matter, content or copy contained in any advertising material, promotional material, signage or intellectual property furnished by Constellation in accordance with this Agreement, including any and all claims for infringement of trademark rights, copyrights, testimonials, rights of publicity, or the rights to use names, likenesses, slogans, photographs or patents.", "probability": 3.2964950587691e-05 }, { "score": 1.625213623046875, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 2.2299947764751694e-05 }, { "score": 1.44426691532135, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree:", "probability": 1.8608856593846492e-05 }, { "score": 1.4336907863616943, "text": "(iv) the subject matter, content or copy contained in any advertising material, promotional material, signage or intellectual property furnished by Constellation in accordance with this Agreement, including any and all claims for infringement of trademark rights, copyrights, testimonials, rights of publicity, or the rights to use names, likenesses, slogans, photographs or patents.", "probability": 1.8413084009600805e-05 }, { "score": 1.346488118171692, "text": "(ii) the promotion, advertising, distribution and/or sale of any Products & Services by Constellation pursuant to any license granted by the HOF Entities (or either of them) herein; (iii) any breach by Constellation of its representations, warranties and/or obligations under this Agreement; or (iv) the subject matter, content or copy contained in any advertising material, promotional material, signage or intellectual property furnished by Constellation in accordance with this Agreement, including any and all claims for infringement of trademark rights, copyrights, testimonials, rights of publicity, or the rights to use names, likenesses, slogans, photographs or patents.", "probability": 1.6875431911731552e-05 }, { "score": 0.9057351350784302, "text": "Except as otherwise set forth herein, neither Party shall be liable or responsible for any failure to perform its obligations hereunder, which failure is caused or brought about in any manner beyond the control of such Party, including, but not limited to, the breakdown or failure of apparatus, equipment, or machinery employed in its supply of said services, any temporary stoppage for the repair, improvement or enlargement thereof, or any other act or condition beyond its reasonable control, other than such Party's inability to perform payment obligations.", "probability": 1.0860212136981783e-05 }, { "score": 0.8559942841529846, "text": "(iv) the subject matter, content or copy contained in any advertising material, promotional material, signage or intellectual property furnished by Constellation in accordance with this Agreement, including any and all claims for infringement of trademark rights, copyrights, testimonials, rights of publicity, or the rights to use names, likenesses, slogans, photographs or patents. Indemnity for Products & Services provided by Constellation hereunder shall be governed by the terms of the applicable Second Level Agreement(s).", "probability": 1.0333230841275685e-05 }, { "score": 0.8246505260467529, "text": "Indemnified Person with respect to, any and all claims, suits, actions, claims, monetary damages, losses, liabilities, fines, fees, penalties, costs and expenses (\"Losses\"), and all reasonable attorneys' fees and expenses, including court costs and expert witness fees and costs, incurred in connection with Losses and/or enforcement of this Agreement (\"Indemnified Losses\") resulting from or arising out of (i) the use or display by the HOF Entities (or either of them) of Constellation's Marks or the Co-Branded Center for Excellence Logos (in each case, as permitted by this Agreement); (ii) the promotion, advertising, distribution and/or sale of any Products & Services by Constellation pursuant to any license granted by the HOF Entities (or either of them) herein; (iii) any breach by Constellation of its representations, warranties and/or obligations under this Agreement; or (iv) the subject matter, content or copy contained in any advertising material, promotional material, signage or intellectual property furnished by Constellation in accordance with this Agreement, including any and all claims for infringement of trademark rights, copyrights, testimonials, rights of publicity, or the rights to use names, likenesses, slogans, photographs or patents.", "probability": 1.0014371778329852e-05 }, { "score": 0.6078886985778809, "text": "Indemnified Losses\") resulting from or arising out of (i) the use or display by the HOF Entities (or either of them) of Constellation's Marks or the Co-Branded Center for Excellence Logos (in each case, as permitted by this Agreement); (ii) the promotion, advertising, distribution and/or sale of any Products & Services by Constellation pursuant to any license granted by the HOF Entities (or either of them) herein; (iii) any breach by Constellation of its representations, warranties and/or obligations under this Agreement; or (iv) the subject matter, content or copy contained in any advertising material, promotional material, signage or intellectual property furnished by Constellation in accordance with this Agreement, including any and all claims for infringement of trademark rights, copyrights, testimonials, rights of publicity, or the rights to use names, likenesses, slogans, photographs or patents.", "probability": 8.062788074116154e-06 }, { "score": 0.5930778980255127, "text": "Indemnity for Products & Services provided by Constellation hereunder shall be governed by the terms of the applicable Second Level Agreement(s). (b) By the HOF Entities. Each HOF Entity agrees, on a several but not joint basis, to defend, indemnify and hold harmless Constellation, and its shareholders, partners, officers, directors, employees, successors, assigns, representatives, servants and agents (collectively, the \"Constellation Indemnified Persons\") from and against, and the HOF Entities waive any claim for contribution or indemnity against any Constellation Indemnified Person with respect to, any and all Indemnified Losses resulting from or arising out of (i) the use or display by Constellation of HOF Entity Marks as permitted by this Agreement or (ii) any breach by such HOF Entity of its representations, warranties and/or obligations under this Agreement.", "probability": 7.94425170415632e-06 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Cap On Liability": [ { "text": "", "score": 12.161886215209961, "probability": 0.6979124701292425 }, { "score": 10.993219375610352, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.21689792568798477 }, { "score": 9.292404174804688, "text": "Subject to the terms hereof, the Indemnifying Party shall pay the amount of any valid claim not more than ten (10) days after the Indemnified Party provides notice to the Indemnifying Party of such amount.", "probability": 0.03959138933307659 }, { "score": 8.323707580566406, "text": "Subject to the terms hereof, the Indemnifying Party shall pay the amount of any valid claim not more than ten (10) days after the Indemnified Party provides notice to the Indemnifying Party of such amount.", "probability": 0.015027998971825853 }, { "score": 8.229291915893555, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***]", "probability": 0.013674043416797031 }, { "score": 7.22385311126709, "text": "(ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.005003114357324947 }, { "score": 6.580974578857422, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.002630521347637852 }, { "score": 6.2640790939331055, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that", "probability": 0.001916089849310228 }, { "score": 6.073310852050781, "text": "Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.0015833111690391397 }, { "score": 6.025742530822754, "text": "A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 0.0015097589609136515 }, { "score": 5.7326178550720215, "text": "The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits.", "probability": 0.0011261731967158537 }, { "score": 5.164055824279785, "text": "In the event of any termination of this Agreement, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of the HOF Entities (or either of them) or Constellation, except that the provisions of Section 3.3(a), this Section 4.2(d), Section 5.2 (with respect to the period prior to termination) and Article 6 (other than Section 6.7 and Section 6.9) shall survive any such termination of this Agreement.", "probability": 0.0006377960631368301 }, { "score": 4.79695987701416, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022,", "probability": 0.0004418288698068292 }, { "score": 4.742047309875488, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022", "probability": 0.0004182210278718719 }, { "score": 4.671210289001465, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities.", "probability": 0.00038962044477432607 }, { "score": 4.459926128387451, "text": "(ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***]", "probability": 0.00031541489088028656 }, { "score": 4.323550224304199, "text": "Const", "probability": 0.00027520409389332966 }, { "score": 4.318952560424805, "text": "A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"):", "probability": 0.0002739417022214267 }, { "score": 3.94463849067688, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c)", "probability": 0.0001884063842766963 }, { "score": 3.93591570854187, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023", "probability": 0.00018677010327012488 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Liquidated Damages": [ { "text": "", "score": 12.093729019165039, "probability": 0.459927271923589 }, { "score": 12.087615966796875, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.4571242885456754 }, { "score": 9.74069595336914, "text": "(ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.043730041160822394 }, { "score": 8.835464477539062, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***]", "probability": 0.017686538806711893 }, { "score": 7.573099136352539, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022", "probability": 0.005005005389835769 }, { "score": 7.56082010269165, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that", "probability": 0.004943924534571833 }, { "score": 7.249257564544678, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.00362044489641755 }, { "score": 6.793193817138672, "text": "and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.0022945417960524954 }, { "score": 6.488545894622803, "text": "(ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***]", "probability": 0.001691955986141799 }, { "score": 5.685904502868652, "text": "Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.000758239375920088 }, { "score": 5.670734405517578, "text": "Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.0007468236187722037 }, { "score": 5.531270980834961, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities.", "probability": 0.0006496057322736548 }, { "score": 5.226180076599121, "text": "(ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022", "probability": 0.0004787960428309594 }, { "score": 4.9663848876953125, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities", "probability": 0.00036925206727786604 }, { "score": 4.783379554748535, "text": "Const", "probability": 0.0003074997231850663 }, { "score": 4.322455406188965, "text": "Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022,", "probability": 0.00019394023381401687 }, { "score": 3.9971070289611816, "text": "(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022. [***]", "probability": 0.0001400783153057994 }, { "score": 3.9302334785461426, "text": "ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.00013101713430017367 }, { "score": 3.729773759841919, "text": "an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 0.0001072184553707488 }, { "score": 3.593040704727173, "text": "during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "probability": 9.351626113109645e-05 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Warranty Duration": [ { "score": 12.082406997680664, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.16467408483697615 }, { "score": 11.967926025390625, "text": "Constellation's standard warranty as stated in the applicable Second Level Agreement (the \"Warranty\") shall apply to all purchases of Products & Services made pursuant to this Agreement.", "probability": 0.14686110920969947 }, { "text": "", "score": 11.908624649047852, "probability": 0.138405243425673 }, { "score": 11.606025695800781, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced.", "probability": 0.10226699334961803 }, { "score": 11.433330535888672, "text": "Constellation's standard warranty as stated in the applicable Second Level Agreement (the \"Warranty\") shall apply to all purchases of Products & Services made pursuant to this Agreement.", "probability": 0.08604684139246963 }, { "score": 11.033138275146484, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days.", "probability": 0.05766783435689701 }, { "score": 10.894757270812988, "text": "In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "probability": 0.05021523919517247 }, { "score": 10.632636070251465, "text": "The HOF Entities shall notify Constellation as to whether the HOF Entities shall effect such repair and restoration within thirty (30) days after the casualty.", "probability": 0.03863649706986944 }, { "score": 10.598340034484863, "text": "The HOF Entities shall notify Constellation as to whether the HOF Entities shall effect such repair and restoration within thirty (30) days after the casualty. If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.03733388330590217 }, { "score": 10.424675941467285, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete.", "probability": 0.03138208601102847 }, { "score": 10.356184959411621, "text": "The HOF Entities shall notify Constellation as to whether the HOF Entities shall effect such repair and restoration within thirty (30) days after the casualty. If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete. If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 0.0293046509480241 }, { "score": 10.182520866394043, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete. If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 0.024632880245508026 }, { "score": 9.7967529296875, "text": "Constellation's standard warranty as stated in the applicable Second Level Agreement (the \"Warranty\") shall apply to all purchases of Products & Services made pursuant to this Agreement", "probability": 0.01674859223603525 }, { "score": 9.730667114257812, "text": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days.", "probability": 0.015677528693997692 }, { "score": 9.646994590759277, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced", "probability": 0.014419131053105482 }, { "score": 9.644305229187012, "text": "Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced", "probability": 0.014380404893809234 }, { "score": 9.561738967895508, "text": "If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty.", "probability": 0.01324076392804532 }, { "score": 9.22370719909668, "text": "Constellation's standard warranty as stated in the applicable Second Level Agreement (the \"Warranty\") shall apply to all purchases of Products & Services made pursuant to this Agreement", "probability": 0.00944295044569719 }, { "score": 8.756048202514648, "text": "Constellation's standard warranty as stated in the applicable Second Level Agreement (the \"Warranty\") shall apply to all purchases of Products & Services made pursuant to this Agreement. Without limiting the Warranty, Constellation represents, warrants and covenants that all Products & Services delivered in connection with this Agreement or any Second Level Agreement will be and will have been produced and/or provided in compliance with all applicable laws.\n\n2\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n1.5 Replacement Products & Services. In the event that Constellation shall fail to timely provide to the HOF Entities or any of their respective affiliates any Products & Services in accordance with the terms of this Agreement, the default and remedies provisions of the applicable Second Level Agreement shall govern.", "probability": 0.005915697919642385 }, { "score": 7.989161968231201, "text": "Constellation's standard warranty as stated in the applicable Second Level Agreement (the \"Warranty\") shall apply to all purchases of Products & Services made pursuant to this Agreement. Without limiting the Warranty, Constellation represents, warrants and covenants that all Products & Services delivered in connection with this Agreement or any Second Level Agreement will be and will have been produced and/or provided in compliance with all applicable laws.\n\n2\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n1.5 Replacement Products & Services. In the event that Constellation shall fail to timely provide to the HOF Entities or any of their respective affiliates any Products & Services in accordance with the terms of this Agreement, the default and remedies provisions of the applicable Second Level Agreement shall govern. 1.6 Impact of Construction Delays. In the event that the issuance of a certificate of substantial completion for a facility listed on Exhibit D is delayed by a period of 6 months or longer from the last day of the quarter indicated on Exhibit D for that facility, the HOF Entities will provide prompt written notice to Constellation of such delay, and the Sponsorship Fees will be reduced, to the extent applicable, as set forth in Exhibit H.", "probability": 0.0027475874828292884 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Insurance": [ { "score": 13.002662658691406, "text": "Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement.", "probability": 0.19090799463790936 }, { "score": 12.81744384765625, "text": "Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement.", "probability": 0.158629738430177 }, { "score": 12.692951202392578, "text": "Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term (a) insurance coverage for defamation, trademark and service mark infringement, unfair competition, copyright infringement, and infringement of a person's right of publicity and right of privacy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] per occurrence; and (b) a general liability insurance policy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] in aggregate. The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits. Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement.", "probability": 0.1400612955606559 }, { "score": 12.42064094543457, "text": "The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits. Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement.", "probability": 0.10667319360142234 }, { "score": 12.283502578735352, "text": "Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term (a) insurance coverage for defamation, trademark and service mark infringement, unfair competition, copyright infringement, and infringement of a person's right of publicity and right of privacy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] per occurrence; and (b) a general liability insurance policy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] in aggregate.", "probability": 0.09300297934126951 }, { "score": 12.212886810302734, "text": "The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits. Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement.", "probability": 0.08666202299934501 }, { "text": "", "score": 12.118569374084473, "probability": 0.07886190807764136 }, { "score": 11.623431205749512, "text": "Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term (a) insurance coverage for defamation, trademark and service mark infringement, unfair competition, copyright infringement, and infringement of a person's right of publicity and right of privacy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] per occurrence; and (b) a general liability insurance policy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] in aggregate. The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits.", "probability": 0.04806528329902713 }, { "score": 11.402729034423828, "text": "The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits.", "probability": 0.03854621782326597 }, { "score": 11.351120948791504, "text": "The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits.", "probability": 0.03660738143496523 }, { "score": 9.695977210998535, "text": "Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term (a) insurance coverage for defamation, trademark and service mark infringement, unfair competition, copyright infringement, and infringement of a person's right of publicity and right of privacy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] per occurrence; and (b) a general liability insurance policy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] in aggregate", "probability": 0.00699437434421285 }, { "score": 9.550480842590332, "text": "Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term", "probability": 0.006047287306638168 }, { "score": 8.91441822052002, "text": "Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement", "probability": 0.0032012686051454513 }, { "score": 8.309861183166504, "text": "The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits. Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement", "probability": 0.001748905446303249 }, { "score": 8.029986381530762, "text": "The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits", "probability": 0.0013219597985035688 }, { "score": 7.468131065368652, "text": "(b) a general liability insurance policy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] in aggregate. The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits. Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement.", "probability": 0.0007537157399330051 }, { "score": 7.320091247558594, "text": "Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term (a) insurance coverage for defamation, trademark and service mark infringement, unfair competition, copyright infringement, and infringement of a person's right of publicity and right of privacy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] per occurrence;", "probability": 0.0006500020237673879 }, { "score": 7.094180107116699, "text": "Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term (a) insurance coverage for defamation, trademark and service mark infringement, unfair competition, copyright infringement, and infringement of a person's right of publicity and right of privacy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] per occurrence; and (b) a general liability insurance policy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] in aggregate. The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits", "probability": 0.0005185644578399028 }, { "score": 6.821869850158691, "text": "The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits", "probability": 0.0003949479874832133 }, { "score": 6.703785419464111, "text": "Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement", "probability": 0.00035095908449419736 } ], "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.068168640136719, "probability": 0.35288641837965773 }, { "score": 11.497725486755371, "text": "Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement: (i) except with respect to the HOF Entity Marks (other than the name of the Center for Excellence and each of the Co- Branded Center for Excellence Logos), the use or other exploitation of any of Constellation's Intellectual Property (as defined below) pursuant to this Agreement shall not infringe or otherwise violate the rights of any person or entity at any time, either during the Term or thereafter; (ii) no other person or entity is infringing the rights of Constellation with respect to Constellation's Marks, or any copyrights and/or other intellectual property owned by, licensed to or used by Constellation (collectively \"Constellation's Intellectual Property\"); and (iii) no claims against Constellation have been asserted in writing by any person or entity with respect to the ownership, validity, enforceability, misappropriation or use of any of Constellation's Intellectual Property or challenging or questioning the validity or effectiveness of Constellation's Intellectual Property.", "probability": 0.19947782770130235 }, { "score": 11.05543327331543, "text": "(iii) no claims against Constellation have been asserted in writing by any person or entity with respect to the ownership, validity, enforceability, misappropriation or use of any of Constellation's Intellectual Property or challenging or questioning the validity or effectiveness of Constellation's Intellectual Property.", "probability": 0.12817684056801054 }, { "score": 10.986825942993164, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them); (D) a licensor Party's federal, state and/or common law and other rights in or to the licensor Party's Marks; (E) a licensor Party's right, title, interest, and ownership in and to the licensor Party's Marks; and/or (F) the validity or enforceability of the any of the foregoing.", "probability": 0.11967784970760598 }, { "score": 9.87269115447998, "text": "Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement: (i) except with respect to the HOF Entity Marks (other than the name of the Center for Excellence and each of the Co- Branded Center for Excellence Logos), the use or other exploitation of any of Constellation's Intellectual Property (as defined below) pursuant to this Agreement shall not infringe or otherwise violate the rights of any person or entity at any time, either during the Term or thereafter; (ii) no other person or entity is infringing the rights of Constellation with respect to Constellation's Marks, or any copyrights and/or other intellectual property owned by, licensed to or used by Constellation (collectively \"Constellation's Intellectual Property\"); and (iii) no claims against Constellation have been asserted in writing by any person or entity with respect to the ownership, validity, enforceability, misappropriation or use of any of Constellation's Intellectual Property or challenging or questioning the validity or effectiveness of Constellation's Intellectual Property", "probability": 0.03927816468684121 }, { "score": 9.446715354919434, "text": "(iii) no claims against Constellation have been asserted in writing by any person or entity with respect to the ownership, validity, enforceability, misappropriation or use of any of Constellation's Intellectual Property or challenging or questioning the validity or effectiveness of Constellation's Intellectual Property.", "probability": 0.025653832071980853 }, { "score": 9.430398941040039, "text": "(iii) no claims against Constellation have been asserted in writing by any person or entity with respect to the ownership, validity, enforceability, misappropriation or use of any of Constellation's Intellectual Property or challenging or questioning the validity or effectiveness of Constellation's Intellectual Property", "probability": 0.02523864988347493 }, { "score": 9.253144264221191, "text": "Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement:", "probability": 0.02113904635035048 }, { "score": 9.231037139892578, "text": "The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, and using counsel reasonably satisfactory to the Indemnified Party, to investigate, contest or settle the claim alleged by such Third Person (a \"Third Person Claim\"), provided that the Indemnifying Party has unconditionally acknowledged to the Indemnified Party in writing its obligation to indemnify the persons and entities to be indemnified hereunder with respect to such Third Person Claim and to discharge (and does in fact so discharge) any cost or expense arising out of such investigation, contest or settlement.", "probability": 0.0206768505581473 }, { "score": 9.05786418914795, "text": "Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement: (i) except with respect to the HOF Entity Marks (other than the name of the Center for Excellence and each of the Co- Branded Center for Excellence Logos), the use or other exploitation of any of Constellation's Intellectual Property (as defined below) pursuant to this Agreement shall not infringe or otherwise violate the rights of any person or entity at any time, either during the Term or thereafter;", "probability": 0.01738906904845284 }, { "score": 8.635537147521973, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree:", "probability": 0.011398875971844484 }, { "score": 8.023353576660156, "text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor;", "probability": 0.006180079779660336 }, { "score": 7.9927568435668945, "text": "Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement: (i) except with respect to the HOF Entity Marks (other than the name of the Center for Excellence and each of the Co- Branded Center for Excellence Logos), the use or other exploitation of any of Constellation's Intellectual Property (as defined below) pursuant to this Agreement shall not infringe or otherwise violate the rights of any person or entity at any time, either during the Term or thereafter; (ii) no other person or entity is infringing the rights of Constellation with respect to Constellation's Marks, or any copyrights and/or other intellectual property owned by, licensed to or used by Constellation (collectively \"Constellation's Intellectual Property\");", "probability": 0.005993853021301845 }, { "score": 7.901301383972168, "text": "and (iii) no claims against Constellation have been asserted in writing by any person or entity with respect to the ownership, validity, enforceability, misappropriation or use of any of Constellation's Intellectual Property or challenging or questioning the validity or effectiveness of Constellation's Intellectual Property.", "probability": 0.0054700020326225555 }, { "score": 7.7782087326049805, "text": "(i) except with respect to the HOF Entity Marks (other than the name of the Center for Excellence and each of the Co- Branded Center for Excellence Logos), the use or other exploitation of any of Constellation's Intellectual Property (as defined below) pursuant to this Agreement shall not infringe or otherwise violate the rights of any person or entity at any time, either during the Term or thereafter; 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following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f).", "probability": 0.311339099694576 }, { "score": 8.57470703125, "text": "\"Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f).", "probability": 0.030957965610192317 }, { "score": 4.944332122802734, "text": "Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f).", "probability": 0.0008205794252098707 }, { "score": 4.717083930969238, "text": "\"Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f", "probability": 0.0006537745158360098 }, { "score": 3.6992883682250977, "text": "Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f).", "probability": 0.00023626804685358997 }, { "score": 3.550359010696411, "text": "\"Settlement\" shall have the meaning set forth in Section 2.02(e). \"Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f).", "probability": 0.00020357563258439234 }, { "score": 3.533342123031616, "text": "\"", "probability": 0.00020014071758301213 }, { "score": 3.493952989578247, "text": "5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f).", "probability": 0.0001924105890977627 }, { "score": 3.3542397022247314, "text": "\"Closing Date\" shall mean the date on which the Closing occurs.", "probability": 0.0001673216965799053 }, { "score": 3.338481903076172, "text": "\"Settlement\" shall have the meaning set forth in Section 2.02(e). \"Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f).", "probability": 0.0001647057398821899 }, { "score": 2.6857972145080566, "text": "\"Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f", "probability": 8.575340541376876e-05 }, { "score": 2.5626754760742188, "text": "5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f).", "probability": 7.581938965263741e-05 }, { "score": 2.2318472862243652, "text": "\"Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period,", "probability": 5.446323409465593e-05 }, { "score": 1.9404606819152832, "text": "Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f).", "probability": 4.0696384921858234e-05 }, { "score": 1.6836187839508057, "text": "\"", "probability": 3.1478266898401376e-05 }, { "score": 1.546861171722412, "text": "\"Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f). \"Share Offer Price\" shall have the meaning set forth in the recitals hereto.", "probability": 2.7454765398607167e-05 }, { "score": 1.455406665802002, "text": "\"Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f). \"", "probability": 2.5055296688531127e-05 }, { "score": 1.172429084777832, "text": "\"Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period,", "probability": 1.8880085112931438e-05 }, { "score": 1.0960376262664795, "text": ").", "probability": 1.7491520319006877e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": [ { "score": 12.007801055908203, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.606036739361408 }, { "text": "", "score": 11.507101058959961, "probability": 0.3673226485876703 }, { "score": 8.206330299377441, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL", "probability": 0.013537584492981782 }, { "score": 7.639073371887207, "text": "(f) Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.007676877786002456 }, { "score": 6.869131565093994, "text": "Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.003554701592213335 }, { "score": 5.6117472648620605, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section 2.03 Obligations of the Company.", "probability": 0.0010109462962532032 }, { "score": 3.910961389541626, "text": "Acqu", "probability": 0.0001845381510486937 }, { "score": 3.8376030921936035, "text": "(f) Extensions of the Offer Period and Amendments. 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Upon the commencement of the Offer, the Company (i) shall, by a unanimous resolution of its board of directors, and with recommendation by the independent committee of the Company, approve a statement of opinion in support of the Offer and recommending the holders of shares of Common Stock and Stock Options to tender their shares and Stock Options to the Offer and have publicly announced such statement, and (ii) shall not revoke such statement.", "probability": 0.00013577649042665124 }, { "score": 3.0676612854003906, "text": "Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL", "probability": 7.940458551907284e-05 }, { "score": 2.909249782562256, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section 2.03 Obligations of the Company. (a) Support of the Offer.", "probability": 6.777169404947842e-05 }, { "score": 2.838658094406128, "text": "Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement, Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the \"Settlement\") to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period and in no event later than the Settlement Date.\n\n10\n\n\n\n\n\n(f) Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 6.315253103477829e-05 }, { "score": 2.052440643310547, "text": ".", "probability": 2.877006614407771e-05 }, { "score": 2.0232934951782227, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section", "probability": 2.7943603784502742e-05 }, { "score": 1.9163155555725098, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section 2.03 Obligations of the Company. (a) Support of the Offer. Upon the commencement of the Offer,", "probability": 2.510859929573559e-05 }, { "score": 1.8277482986450195, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section 2.03 Obligations of the Company. (a) Support of the Offer. Upon the commencement of the Offer, the Company (i) shall, by a unanimous resolution of its board of directors, and with recommendation by the independent committee of the Company, approve a statement of opinion in support of the Offer and recommending the holders of shares of Common Stock and Stock Options to tender their shares and Stock Options to the Offer and have publicly announced such statement, and (ii) shall not revoke such statement. The Company (1) shall also, by a unanimous resolution of its board of directors, and with recommendation by the independent committee of the Company, reveal its intention to support the Squeeze-out and (2) publicly announce such intention, and (3) shall not revoke such intention.", "probability": 2.2980433396290742e-05 }, { "score": 1.3521246910095215, "text": "iror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 1.428227880445818e-05 }, { "score": 1.289668083190918, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section 2.03 Obligations of the Company. (a) Support of the Offer", "probability": 1.3417541479414179e-05 }, { "score": 1.2630062103271484, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6", "probability": 1.306453155849942e-05 }, { "score": 1.243019938468933, "text": "(f) Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section 2.03 Obligations of the Company.", "probability": 1.2806012302561235e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.790184020996094, "probability": 0.8251539110043613 }, { "score": 9.954327583312988, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.13159295579234911 }, { "score": 8.687409400939941, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.037069528862167245 }, { "score": 6.406717300415039, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section 2.03 Obligations of the Company.", "probability": 0.003789004073595496 }, { "score": 4.4347357749938965, "text": "(f) Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.0005273565897989868 }, { "score": 4.253791809082031, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL", "probability": 0.00044006964337983185 }, { "score": 4.164886474609375, "text": "(f) Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.00040263387905495665 }, { "score": 3.4101858139038086, "text": "Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.00018929885311096627 }, { "score": 3.344884157180786, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL", "probability": 0.00017733229455693764 }, { "score": 2.759026050567627, "text": "Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 9.870812234160902e-05 }, { "score": 2.6852035522460938, "text": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 9.168371173935002e-05 }, { "score": 2.592519521713257, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section 2.03 Obligations of the Company.", "probability": 8.356800298615845e-05 }, { "score": 2.5335731506347656, "text": "Acqu", "probability": 7.87843471062671e-05 }, { "score": 2.468675136566162, "text": "Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement, Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the \"Settlement\") to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period and in no event later than the Settlement Date.\n\n10\n\n\n\n\n\n(f) Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 7.38337779193599e-05 }, { "score": 2.3873941898345947, "text": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 6.806991750524757e-05 }, { "score": 2.154043197631836, "text": "(f) Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section 2.03 Obligations of the Company.", "probability": 5.3902905581035215e-05 }, { "score": 2.0218844413757324, "text": "This Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 4.7229827288786e-05 }, { "score": 1.3063092231750488, "text": "Acqu", "probability": 2.3091172667494004e-05 }, { "score": 1.1468857526779175, "text": "Section 2.03 Obligations of the Company.", "probability": 1.9688347010025988e-05 }, { "score": 1.1294931173324585, "text": "Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL. Section 2.03 Obligations of the Company.", "probability": 1.934887547976855e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Governing Law": [ { "score": 15.486944198608398, "text": "The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "probability": 0.5185935077372524 }, { "score": 15.36052417755127, "text": "The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "probability": 0.45700774267368877 }, { "text": "", "score": 12.210693359375, "probability": 0.01958706726373427 }, { "score": 10.021485328674316, "text": "The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan", "probability": 0.0021938576631933466 }, { "score": 8.844815254211426, "text": "The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan", "probability": 0.0006763743458261557 }, { "score": 8.389015197753906, "text": "The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan. Section 8.02 Jurisdiction. (a) Any dispute, action or proceeding arising out of or in connection with this Agreement, including any question regarding its existence, validity, binding effect, breach, amendment or termination shall be subject to the exclusive jurisdiction of the Tokyo District Court.", "probability": 0.0004287811428935449 }, { "score": 8.24197006225586, "text": "Governing Law. The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "probability": 0.00037014747112218334 }, { "score": 7.904128074645996, "text": "Governing Law. The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "probability": 0.0002640291488127212 }, { "score": 7.80936336517334, "text": "(vi) that any such dispute, action or proceeding shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other jurisdiction.", "probability": 0.0002401574619696128 }, { "score": 6.829315662384033, "text": "\"FIEL\" shall mean the Financial Instruments and Exchange Law of Japan (kinyuu-shohin-torihiki-ho) (Law No. 25 of 1948, as amended).", "probability": 9.012946141992118e-05 }, { "score": 6.8142805099487305, "text": "MISCELLANEOUS Section 8.01 Governing Law. The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "probability": 8.878448750894907e-05 }, { "score": 6.80670690536499, "text": "MISCELLANEOUS Section 8.01 Governing Law. The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "probability": 8.811460880757636e-05 }, { "score": 6.571312427520752, "text": "construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "probability": 6.963336691061032e-05 }, { "score": 6.4406280517578125, "text": "The", "probability": 6.11029096607496e-05 }, { "score": 6.403341293334961, "text": ".", "probability": 5.8866532945766805e-05 }, { "score": 6.354290008544922, "text": ".", "probability": 5.604872732081292e-05 }, { "score": 6.1706461906433105, "text": "construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "probability": 4.664555437002956e-05 }, { "score": 6.0026960372924805, "text": "The", "probability": 3.943396385966838e-05 }, { "score": 5.356904029846191, "text": "\"PAL\" shall mean the Pharmaceutical Affairs Law of Japan (iyakuhin-iryoukikito-no-hinshitu-yukousei-anzensei-no-kakuhoto-ni- kansuru-horitu) (Law No. 145 of 1955, as amended).", "probability": 2.0673143954409523e-05 }, { "score": 5.2673540115356445, "text": "this Agreement shall be governed in all respects by the laws of Japan.", "probability": 1.8902334748642386e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": [ { "score": 12.615880966186523, "text": "Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives made available by the Company to such its employees as of the date of this Agreement [\u2026***\u2026], and thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications, local laws, and SPI's practices with respect to the employees of Acquiror) to those of the incentives made available by SPI to its employees, and (ii) [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026 ] of the [\u2026***\u2026] as of the [\u2026***\u2026] of this [\u2026 ***\u2026] at [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026] of the [\u2026***\u2026] on [\u2026***\u2026].", "probability": 0.5570987758822291 }, { "text": "", "score": 12.010007858276367, "probability": 0.3039518959292914 }, { "score": 10.813261985778809, "text": "For purposes of this Agreement, \"Superior Offer\" shall mean an unsolicited bona fide written offer by a third party to purchase all of the outstanding Target Securities that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the offer and the ability of the Person making the offer to consummate the transaction and that would result in a transaction more favorable to the Company's stockholders (solely in their capacity as such) from a financial point of view than the transaction contemplated by this Agreement.", "probability": 0.09184694765955674 }, { "score": 9.275407791137695, "text": "Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives made available by the Company to such its employees as of the date of this Agreement [\u2026***\u2026], and thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications, local laws, and SPI's practices with respect to the employees of Acquiror) to those of the incentives made available by SPI to its employees, and (ii) [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026 ] of the [\u2026***\u2026] as of the [\u2026***\u2026] of this [\u2026 ***\u2026] at [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026] of the [\u2026***\u2026] on [\u2026***\u2026", "probability": 0.019732546609633354 }, { "score": 8.902494430541992, "text": "Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall", "probability": 0.013590296209689655 }, { "score": 8.0003023147583, "text": "Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives made available by the Company to such its employees as of the date of this Agreement [\u2026***\u2026], and thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications, local laws, and SPI's practices with respect to the employees of Acquiror) to those of the incentives made available by SPI to its employees, and", "probability": 0.005513303050690044 }, { "score": 7.306467533111572, "text": "Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives made available by the Company to such its employees as of the date of this Agreement [\u2026***\u2026], and thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications, local laws, and SPI's practices with respect to the employees of Acquiror) to those of the incentives made available by SPI to its employees,", "probability": 0.0027547567002768553 }, { "score": 6.859527111053467, "text": "Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives made available by the Company to such its employees as of the date of this Agreement [\u2026***\u2026],", "probability": 0.0017618928332632142 }, { "score": 6.6582512855529785, "text": "For purposes of this Agreement, \"Superior Offer\" shall mean an unsolicited bona fide written offer by a third party to purchase all of the outstanding Target Securities that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the offer and the ability of the Person making the offer to consummate the transaction and that would result in a transaction more favorable to the Company's stockholders (solely in their capacity as such) from a financial point of view than the transaction contemplated by this Agreement", "probability": 0.001440676621233374 }, { "score": 5.366677284240723, "text": "thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications, local laws, and SPI's practices with respect to the employees of Acquiror) to those of the incentives made available by SPI to its employees, and (ii) [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026 ] of the [\u2026***\u2026] as of the [\u2026***\u2026] of this [\u2026 ***\u2026] at [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026] of the [\u2026***\u2026] on [\u2026***\u2026].", "probability": 0.0003959524612727562 }, { "score": 5.2842302322387695, "text": "Subject", "probability": 0.0003646168604092292 }, { "score": 5.214906692504883, "text": "For purposes of this Agreement, \"Superior Offer\" shall mean an unsolicited bona fide written offer by a third party to purchase all of the outstanding Target Securities that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the offer and the ability of the Person making the offer to consummate the transaction and that would result in a transaction more favorable to the Company's stockholders (solely in their capacity as such) from a financial point of view than the transaction contemplated by this Agreement. (b) Publication and Filing. Upon the commencement of the Offer, the Company shall make public disclosure and file a company's position statement (iken-hyoumei-houkokusho) (the \"Company's Position Statement\") with the Kanto Local Finance Bureau, each in accordance with in accordance with Section 2.03(a) and applicable Laws and in a manner and content as agreed with Acquiror.", "probability": 0.00034019655891468143 }, { "score": 5.1927266120910645, "text": "Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives made available by the Company to such its employees as of the date of this Agreement [\u2026***\u2026], and", "probability": 0.00033273403747771787 }, { "score": 4.856710433959961, "text": "and thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications, local laws, and SPI's practices with respect to the employees of Acquiror) to those of the incentives made available by SPI to its employees, and (ii) [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026 ] of the [\u2026***\u2026] as of the [\u2026***\u2026] of this [\u2026 ***\u2026] at [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026] of the [\u2026***\u2026] on [\u2026***\u2026].", "probability": 0.00023777558447734737 }, { "score": 4.478862762451172, "text": "Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives made available by the Company to such its employees as of the date of this Agreement [\u2026***\u2026], and thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications, local laws, and SPI's practices with respect to the employees of Acquiror) to those of the incentives made available by SPI to its employees, and (ii) [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026 ] of the [\u2026***\u2026] as of the [\u2026***\u2026] of this [\u2026 ***\u2026] at [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026] of the [\u2026***\u2026] on", "probability": 0.0001629559037339665 }, { "score": 4.3231916427612305, "text": "(ii) [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026 ] of the [\u2026***\u2026] as of the [\u2026***\u2026] of this [\u2026 ***\u2026] at [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026] of the [\u2026***\u2026] on [\u2026***\u2026].", "probability": 0.00013946428057908994 }, { "score": 4.174083709716797, "text": "For", "probability": 0.00012014514844705753 }, { "score": 3.923776149749756, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 9.354036199755406e-05 }, { "score": 3.5156097412109375, "text": "Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives made available by the Company to such its employees as of the date of this Agreement [\u2026***\u2026], and thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications, local laws, and SPI's practices with respect to the employees of Acquiror) to those of the incentives made available by SPI to its employees, and (ii) [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026 ] of the [\u2026***\u2026] as of the [\u2026***\u2026] of this [\u2026 ***\u2026] at", "probability": 6.21920149022968e-05 }, { "score": 3.4685873985290527, "text": "Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives made available by the Company to such its employees as of the date of this Agreement [\u2026***\u2026], and thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications, local laws, and SPI's practices with respect to the employees of Acquiror)", "probability": 5.9335291924671855e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": [ { "text": "", "score": 12.015531539916992, "probability": 0.3353012804531841 }, { "score": 11.967691421508789, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 0.31963807941011857 }, { "score": 11.435905456542969, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 0.18780484946147433 }, { "score": 10.258699417114258, "text": "(ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 0.0578698977961653 }, { "score": 9.719401359558105, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.03374726212934454 }, { "score": 8.932487487792969, "text": "The Material Contracts shall include, without limitation, any Contract or other agreement: (i) which is described under \"Part 1. Company's Information - II. Description of the Company - 5. Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 0.015363359483362454 }, { "score": 8.69736099243164, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise);", "probability": 0.012144287866666843 }, { "score": 8.16557502746582, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise);", "probability": 0.0071354331712455395 }, { "score": 8.069610595703125, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise", "probability": 0.006482514842665377 }, { "score": 7.662600994110107, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company", "probability": 0.004315006912424445 }, { "score": 7.537825107574463, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise", "probability": 0.0038088337501268805 }, { "score": 7.2433552742004395, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc.,", "probability": 0.002837300881932096 }, { "score": 7.130815505981445, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company", "probability": 0.002535303714525005 }, { "score": 7.021694183349609, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.002273208150084798 }, { "score": 6.988368034362793, "text": "(ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise);", "probability": 0.002198699318669982 }, { "score": 6.621108531951904, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective;", "probability": 0.0015228848509556555 }, { "score": 6.588489055633545, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement;", "probability": 0.0014740106043519784 }, { "score": 6.461432933807373, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options;", "probability": 0.0012981379171031575 }, { "score": 6.3606181144714355, "text": "(ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise", "probability": 0.001173647061131312 }, { "score": 6.273754596710205, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not", "probability": 0.0010760022244676454 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": [ { "text": "", "score": 12.192983627319336, "probability": 0.9994430469434004 }, { "score": 4.3501691818237305, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.0003923439993204645 }, { "score": 2.762739419937134, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 8.021489672858563e-05 }, { "score": 1.484339714050293, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 2.233845284865786e-05 }, { "score": 0.8772770166397095, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 1.2173322036648657e-05 }, { "score": 0.6846441030502319, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc.,", "probability": 1.0040369591441489e-05 }, { "score": 0.3778725862503052, "text": "The Material Contracts shall include, without limitation, any Contract or other agreement: (i) which is described under \"Part 1. Company's Information - II. Description of the Company - 5. Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc.,", "probability": 7.387891739595122e-06 }, { "score": 0.25990819931030273, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options", "probability": 6.565824051044551e-06 }, { "score": 0.11367225646972656, "text": "(", "probability": 5.672568871546625e-06 }, { "score": -0.1369391679763794, "text": "The Material Contracts shall include, without limitation, any Contract or other agreement:", "probability": 4.415100753215919e-06 }, { "score": -0.6348719596862793, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 2.683435462899857e-06 }, { "score": -0.6773772239685059, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 2.5717654239493644e-06 }, { "score": -0.9841487407684326, "text": "The Material Contracts shall include, without limitation, any Contract or other agreement: (i) which is described under \"Part 1. Company's Information - II. Description of the Company - 5. Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 1.8923531010220562e-06 }, { "score": -1.00667142868042, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective;", "probability": 1.8502086078847152e-06 }, { "score": -1.1925699710845947, "text": "(c) ensuring that both Sucampo Group and the Company would have greater opportunity to conduct business development transactions, and through the relationships of the Company and increased presence in the Japanese market, Sucampo Group would gain greater access to the Japanese biotech community and Japan's well-regarded scientific institutions and researchers, and the Company would receive access to Sucampo Group's expertise in identifying, negotiating and managing key alliances.", "probability": 1.5363352173055127e-06 }, { "score": -1.3134429454803467, "text": "The Material Contracts shall include, without limitation, any Contract or other agreement: (i) which is described under \"Part 1. Company's Information - II. Description of the Company - 5. Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective;", "probability": 1.3614180998248302e-06 }, { "score": -1.3964104652404785, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options;", "probability": 1.2530234078599311e-06 }, { "score": -1.6574864387512207, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year", "probability": 9.651066975761564e-07 }, { "score": -1.6995482444763184, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options);", "probability": 9.253544533634825e-07 }, { "score": -1.8942639827728271, "text": "the Company shall not:", "probability": 7.616301867395279e-07 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.079383850097656, "probability": 0.9937742981390558 }, { "score": 6.286618232727051, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 0.0030305511457174947 }, { "score": 5.535480976104736, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.0014299039048871805 }, { "score": 5.304840087890625, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.0011353788166601833 }, { "score": 3.306025266647339, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships.", "probability": 0.00015383903248458435 }, { "score": 2.851468324661255, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 9.764611486211282e-05 }, { "score": 2.3389503955841064, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 5.848860454121802e-05 }, { "score": 2.3115460872650146, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 5.690752789249246e-05 }, { "score": 2.017261028289795, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options;", "probability": 4.239975457100383e-05 }, { "score": 1.7866202592849731, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options;", "probability": 3.366645041368458e-05 }, { "score": 1.4955929517745972, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 2.516551229057683e-05 }, { "score": 1.4822546243667603, "text": "(b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 2.483207513870612e-05 }, { "score": 1.4392683506011963, "text": "During the Restricted Period,", "probability": 2.3787254121552734e-05 }, { "score": 1.3621182441711426, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not", "probability": 2.202107148377743e-05 }, { "score": 1.2318246364593506, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company", "probability": 1.933092571171749e-05 }, { "score": 1.1314773559570312, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not", "probability": 1.748527156082786e-05 }, { "score": 1.0991966724395752, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall", "probability": 1.6929847999860876e-05 }, { "score": 1.045806884765625, "text": "(a) Ordinary Course of Business of the Company's Operation. During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 1.604967227360094e-05 }, { "score": 0.8195738792419434, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships", "probability": 1.2800131249671497e-05 }, { "score": 0.4123877286911011, "text": "The Company's Obligation. (a) Ordinary Course of Business of the Company's Operation. During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 8.51874708437345e-06 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.831686019897461, "probability": 0.512261165928458 }, { "score": 10.644022941589355, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 0.1562053529061303 }, { "score": 10.423551559448242, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 0.12529865457852013 }, { "score": 9.05699634552002, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company;", "probability": 0.03194912871911804 }, { "score": 8.974989891052246, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.0294336464145683 }, { "score": 8.836524963378906, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company;", "probability": 0.025627693091075522 }, { "score": 8.77100944519043, "text": "The Material Contracts shall include, without limitation, any Contract or other agreement: (i) which is described under \"Part 1. Company's Information - II. Description of the Company - 5. Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 0.024002500441533785 }, { "score": 8.603450775146484, "text": "(ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 0.020299562618745524 }, { "score": 8.419246673583984, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective;", "probability": 0.0168844864427847 }, { "score": 8.047849655151367, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.011646412817616176 }, { "score": 7.3714165687561035, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise);", "probability": 0.005921353967965926 }, { "score": 7.217751502990723, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc.,", "probability": 0.005077911564875154 }, { "score": 7.184245586395264, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.004910590263549251 }, { "score": 7.1839823722839355, "text": "The Material Contracts shall include, without limitation, any Contract or other agreement: (i) which is described under \"Part 1. Company's Information - II. Description of the Company - 5. Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company;", "probability": 0.0049092978969889536 }, { "score": 7.15094518661499, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise);", "probability": 0.0047497583896191475 }, { "score": 7.141107082366943, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company", "probability": 0.004703258879990727 }, { "score": 7.107354640960693, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise", "probability": 0.00454716156192869 }, { "score": 7.01642370223999, "text": "(ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company;", "probability": 0.0041519257677653364 }, { "score": 6.92063570022583, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company", "probability": 0.0037726748721054098 }, { "score": 6.88688325881958, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise", "probability": 0.0036474628766609125 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.178726196289062, "probability": 0.9675221867841187 }, { "score": 8.532003402709961, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.025229540830428554 }, { "score": 5.985400199890137, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 0.0019766675284483724 }, { "score": 5.788803577423096, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options; (ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business; (iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto;", "probability": 0.0016238757624385308 }, { "score": 5.072835922241211, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.000793618892413498 }, { "score": 5.027098655700684, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options;", "probability": 0.0007581385064303317 }, { "score": 4.729227066040039, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options; (ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business; (iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto; (iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company;", "probability": 0.0005628394988084644 }, { "score": 4.612531661987305, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options; (ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business;", "probability": 0.0005008462167637855 }, { "score": 3.84462833404541, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not", "probability": 0.00023238506842605903 }, { "score": 3.55562686920166, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 0.00017405899763503114 }, { "score": 3.161365032196045, "text": "(b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.00011734666135898641 }, { "score": 3.067307472229004, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 0.00010681249474096687 }, { "score": 2.8006906509399414, "text": "during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 8.181479460122678e-05 }, { "score": 2.666879177093506, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall", "probability": 7.15678976444999e-05 }, { "score": 2.6660237312316895, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 7.150670136140647e-05 }, { "score": 2.2516438961029053, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options; (ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business; (iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto", "probability": 4.7248047744696155e-05 }, { "score": 2.0926854610443115, "text": "Without", "probability": 4.0304087896862287e-05 }, { "score": 2.056664228439331, "text": "the Company shall not:", "probability": 3.887812168483506e-05 }, { "score": 1.8207242488861084, "text": "Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 3.070703213996956e-05 }, { "score": 1.3746190071105957, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options", "probability": 1.965607491510277e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.722171783447266, "probability": 0.9699954718636435 }, { "score": 7.203531265258789, "text": "provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company;", "probability": 0.010576672676216682 }, { "score": 6.946311950683594, "text": "(v) assisting in preparing of and, subject to the successful Squeeze-out, executing and delivering of any customary pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates and documents and assisting in preparing schedules (and providing necessary information relating thereto) as may be reasonably requested by Acquiror; (vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness; (vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company;", "probability": 0.00817786873269286 }, { "score": 5.49906063079834, "text": "(vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company;", "probability": 0.0019235650297208175 }, { "score": 5.477583885192871, "text": "harm or disparage the Company;", "probability": 0.0018826935768067523 }, { "score": 5.216366767883301, "text": "provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company", "probability": 0.0014498881097142662 }, { "score": 4.9591474533081055, "text": "(v) assisting in preparing of and, subject to the successful Squeeze-out, executing and delivering of any customary pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates and documents and assisting in preparing schedules (and providing necessary information relating thereto) as may be reasonably requested by Acquiror; (vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness; (vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company", "probability": 0.0011210514876760606 }, { "score": 4.8447747230529785, "text": "provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company; (viii) timely preparing a customary confidential information memorandum and other customary marketing materials with respect to the Financing; and (ix) promptly furnishing any other information as reasonably requested by Acquiror or the Lender in connection with the Financing.", "probability": 0.0009998943484919483 }, { "score": 4.735316276550293, "text": "; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company;", "probability": 0.0008962247112971965 }, { "score": 4.587555408477783, "text": "(v) assisting in preparing of and, subject to the successful Squeeze-out, executing and delivering of any customary pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates and documents and assisting in preparing schedules (and providing necessary information relating thereto) as may be reasonably requested by Acquiror; (vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness; (vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company; (viii) timely preparing a customary confidential information memorandum and other customary marketing materials with respect to the Financing; and (ix) promptly furnishing any other information as reasonably requested by Acquiror or the Lender in connection with the Financing.", "probability": 0.0007731169318415127 }, { "score": 4.063780784606934, "text": "disparage the Company;", "probability": 0.00045790222713187027 }, { "score": 3.6857545375823975, "text": "such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company;", "probability": 0.0003137603369702489 }, { "score": 3.5118963718414307, "text": "(vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company", "probability": 0.000263689235279478 }, { "score": 3.508856773376465, "text": "Notwithstanding the above provisions of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation or (ii) any claim for breach of any agreement or covenant contained herein.", "probability": 0.0002628889427847827 }, { "score": 3.490419864654541, "text": "harm or disparage the Company", "probability": 0.0002580864905657918 }, { "score": 3.1403043270111084, "text": "(vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company; (viii) timely preparing a customary confidential information memorandum and other customary marketing materials with respect to the Financing; and (ix) promptly furnishing any other information as reasonably requested by Acquiror or the Lender in connection with the Financing.", "probability": 0.0001818494643466483 }, { "score": 3.1188278198242188, "text": "harm or disparage the Company; (viii) timely preparing a customary confidential information memorandum and other customary marketing materials with respect to the Financing; and (ix) promptly furnishing any other information as reasonably requested by Acquiror or the Lender in connection with the Financing.", "probability": 0.00017798561255165566 }, { "score": 2.7481517791748047, "text": "; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company", "probability": 0.00012285768807650347 }, { "score": 2.3765597343444824, "text": "; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company; (viii) timely preparing a customary confidential information memorandum and other customary marketing materials with respect to the Financing; and (ix) promptly furnishing any other information as reasonably requested by Acquiror or the Lender in connection with the Financing.", "probability": 8.472702628114649e-05 }, { "score": 2.3167176246643066, "text": "solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company;", "probability": 7.980550791011448e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": [ { "score": 12.2643404006958, "text": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 0.49121483397026544 }, { "text": "", "score": 11.691596984863281, "probability": 0.27703342312107404 }, { "score": 11.379722595214844, "text": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 0.20280882171399223 }, { "score": 8.566962242126465, "text": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement. Section 6.03 Effect of Termination. In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V. This sentence and Section 4.07, Section 4.09, Article V and Article VIII shall survive any termination of this Agreement.", "probability": 0.012176445846272687 }, { "score": 8.348525047302246, "text": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement", "probability": 0.009787110084702799 }, { "score": 7.080179214477539, "text": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement", "probability": 0.002753080288146031 }, { "score": 6.543052673339844, "text": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement. Section 6.03 Effect of Termination. In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V.", "probability": 0.001608969397853737 }, { "score": 6.273802757263184, "text": "This Agreement may be terminated prior to the end of the Offer Period by Acquiror if a condition for withdrawal of the Offer has occurred. This Agreement shall be automatically terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold. This Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 0.0012291758847104853 }, { "score": 5.10923957824707, "text": "Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 0.0003835753312286405 }, { "score": 4.457364082336426, "text": "Any", "probability": 0.00019986867711363945 }, { "score": 4.1053266525268555, "text": "Section 6.02 Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 0.0001405584064468817 }, { "score": 3.96567440032959, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 0.00012223810884270868 }, { "score": 3.8717775344848633, "text": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement. Section 6.03 Effect of Termination. In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V.", "probability": 0.0001112827198259166 }, { "score": 3.7043421268463135, "text": "Any", "probability": 9.41264019872935e-05 }, { "score": 3.3216795921325684, "text": "This Agreement shall be automatically terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold. This Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 6.419825606604757e-05 }, { "score": 3.304731845855713, "text": "In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V. This sentence and Section 4.07, Section 4.09, Article V and Article VIII shall survive any termination of this Agreement.", "probability": 6.311940815381743e-05 }, { "score": 3.242017984390259, "text": "desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 5.928251693501319e-05 }, { "score": 3.233754873275757, "text": "This Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 5.8794677223069134e-05 }, { "score": 3.1477293968200684, "text": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement. Section 6.03 Effect of Termination. In", "probability": 5.394828221780993e-05 }, { "score": 2.7745840549468994, "text": "Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "probability": 3.714690694165272e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.211299896240234, "probability": 0.38672103441126704 }, { "score": 11.280620574951172, "text": "Subject to the terms and conditions herein, Acquiror agrees to commence the Offer on August 27, 2015 (the \"Launch Date\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I. The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\").", "probability": 0.15247860185465914 }, { "score": 11.14573860168457, "text": "The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\").", "probability": 0.13323870543353317 }, { "score": 11.133283615112305, "text": "Subject to the terms and conditions herein, Acquiror agrees to commence the Offer on August 27, 2015 (the \"Launch Date\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I.", "probability": 0.1315895108143246 }, { "score": 9.61060619354248, "text": "Subject to the terms and conditions herein, Acquiror agrees to commence the Offer on August 27, 2015 (the \"Launch Date\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I. The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\"). (b) Conditions to the Commencement of the Offer. Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 0.028703236575894103 }, { "score": 9.588964462280273, "text": "Subject to the terms and conditions herein, Acquiror agrees to commence the Offer on August 27, 2015 (the \"Launch Date\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I", "probability": 0.02808872240338519 }, { "score": 9.475725173950195, "text": "The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\"). (b) Conditions to the Commencement of the Offer. Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 0.025081458537943826 }, { "score": 9.112147331237793, "text": "Subject to the successful Closing, the Company agrees to take all reasonable actions available to it to consummate the Squeeze-out and appointment of new directors of the Company as designated by Acquiror as soon as possible after the Closing, as reasonably requested by Acquiror, and shall provide such information and assistance as Acquiror or its agents may reasonably request in connection with communicating the Squeeze-out.", "probability": 0.017436243973291243 }, { "score": 8.894651412963867, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 0.014027996860953485 }, { "score": 8.79450511932373, "text": "Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement, Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the \"Settlement\") to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period and in no event later than the Settlement Date.\n\n10\n\n\n\n\n\n(f) Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.01269119968226841 }, { "score": 8.746591567993164, "text": "Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement, Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the \"Settlement\") to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period and in no event later than the Settlement Date.", "probability": 0.012097456979573632 }, { "score": 8.453902244567871, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.009027775035484301 }, { "score": 8.425116539001465, "text": "The Company agrees to take all reasonable actions available to them to cooperate with Acquiror in making the Offer and gathering tenders from existing shareholders of the Company, and shall provide such information and assistance as Acquiror or its agents may reasonably request in connection with communicating the Offer and any amendments and supplements thereto to the holders of the Target Securities and to such other Persons as are entitled to receive the Offer Documents under applicable Law, including, to the extent permissible, under the Personal Information Protection Law of Japan and other applicable Law.", "probability": 0.008771608812521243 }, { "score": 8.372379302978516, "text": "Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 0.008321004648146798 }, { "score": 8.232351303100586, "text": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 0.007233731371227166 }, { "score": 8.195869445800781, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 0.00697458718733689 }, { "score": 8.187216758728027, "text": "Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 0.006914498605687224 }, { "score": 7.598122596740723, "text": "Upon the commencement of the Offer, Acquiror shall publish a tender offer public notice and shall file a tender offer registration statement (the \"Tender Offer Registration Statement\") with the Kanto Local Finance Bureau, each in accordance with the terms and conditions set forth in this Section 2.02 and Article 27-3 of the FIEL.", "probability": 0.0038363687925974978 }, { "score": 7.506050109863281, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement. (d) Publication and Filing. Upon the commencement of the Offer, Acquiror shall publish a tender offer public notice and shall file a tender offer registration statement (the \"Tender Offer Registration Statement\") with the Kanto Local Finance Bureau, each in accordance with the terms and conditions set forth in this Section 2.02 and Article 27-3 of the FIEL.", "probability": 0.0034989180964425364 }, { "score": 7.437572479248047, "text": "Upon the commencement of the Offer, Acquiror shall publish a tender offer public notice and shall file a tender offer registration statement (the \"Tender Offer Registration Statement\") with the Kanto Local Finance Bureau, each in accordance with the terms and conditions set forth in this Section 2.02 and Article 27-3 of the FIEL. Acquiror shall file with the relevant Governmental Authorities, publish and/or mail to holders of the Target Securities as required by Law (i) a copy of the Tender Offer Registration Statement, (ii) a tender offer explanatory statement (the \"Tender Offer Explanatory Statement\") and (iii) each other document required under applicable Law to be so filed, published or mailed by it in connection with the Offer (collectively, the \"Offer Documents\").", "probability": 0.0032673399234623506 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": [ { "text": "", "score": 12.271881103515625, "probability": 0.3594006744175518 }, { "score": 12.195798873901367, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 0.3330709802742351 }, { "score": 10.940581321716309, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.0949298377803636 }, { "score": 10.585220336914062, "text": "(iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company;", "probability": 0.06653825758411017 }, { "score": 10.5639009475708, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 0.06513471703873443 }, { "score": 9.991662979125977, "text": "(iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company; (v) enter into any collective bargaining agreement or other agreement with any labor organization or work council;", "probability": 0.03675299527678078 }, { "score": 9.31290054321289, "text": "(iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];\n\n5\n\n\n\n\n\n(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 0.018642749254105168 }, { "score": 8.512274742126465, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company", "probability": 0.008371486685589232 }, { "score": 7.962271690368652, "text": "(iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company; (v) enter into any collective bargaining agreement or other agreement with any labor organization or work council;\n\n12\n\n\n\n\n\n(vi) make any material capital expenditure; (vii) license, acquire, dispose or cause or permit any Lien on any material right or material asset or property other than the sale of inventory in the ordinary course of business or dispositions of obsolete, surplus or worn out assets; (viii) amend or relinquish any material rights under any Material Contract or enter into any new Material Contracts;", "probability": 0.00482991291610651 }, { "score": 7.474666118621826, "text": "(iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company; (v) enter into any collective bargaining agreement or other agreement with any labor organization or work council;\n\n12\n\n\n\n\n\n(vi) make any material capital expenditure;", "probability": 0.002966025573697117 }, { "score": 7.2485809326171875, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];\n\n5\n\n\n\n\n\n(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 0.0023658507441847126 }, { "score": 6.833998680114746, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.0015629193137973916 }, { "score": 6.670207977294922, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company", "probability": 0.0013267929633956784 }, { "score": 6.409364700317383, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.001022163487981937 }, { "score": 5.837172985076904, "text": "which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.0005767939006202613 }, { "score": 5.829217433929443, "text": "For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;", "probability": 0.0005722233918065543 }, { "score": 5.740742206573486, "text": "Subject to the successful Closing, the Company agrees to take all reasonable actions available to it to consummate the Squeeze-out and appointment of new directors of the Company as designated by Acquiror as soon as possible after the Closing, as reasonably requested by Acquiror, and shall provide such information and assistance as Acquiror or its agents may reasonably request in connection with communicating the Squeeze-out.", "probability": 0.0005237708255839515 }, { "score": 5.636031150817871, "text": "ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 0.00047169999379783825 }, { "score": 5.63577127456665, "text": "(iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company", "probability": 0.00047157742609865613 }, { "score": 5.62937593460083, "text": "(iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];\n\n5\n\n\n\n\n\n(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company", "probability": 0.0004685711514591963 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": [ { "score": 14.233453750610352, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 0.5285519688321118 }, { "score": 13.881103515625, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 0.3715899265254938 }, { "text": "", "score": 12.124505996704102, "probability": 0.06414802986881958 }, { "score": 11.122008323669434, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing", "probability": 0.02353987298799414 }, { "score": 10.389946937561035, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing", "probability": 0.011320715982665297 }, { "score": 5.894222736358643, "text": "provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 0.00012630067804971512 }, { "score": 5.786102294921875, "text": "No", "probability": 0.00011335732032455039 }, { "score": 5.6196722984313965, "text": "provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 9.597761238796323e-05 }, { "score": 5.477405071258545, "text": "Section 8.04 Assignment. No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 8.324996702851375e-05 }, { "score": 5.476354598999023, "text": "No", "probability": 8.31625611642997e-05 }, { "score": 5.375863075256348, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Fin", "probability": 7.521161973744987e-05 }, { "score": 5.02978515625, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Section 8.05 Amendments and Waivers. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought (except that Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, this Section 8.05 and Section 8.13 shall not be amended, modified, discharged or waived in a manner that is adverse to the Lenders without the prior written consent of the Lenders).", "probability": 5.320901398472315e-05 }, { "score": 4.6768903732299805, "text": "Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 3.738737328732057e-05 }, { "score": 4.601205825805664, "text": "Assignment. No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 3.466215602533105e-05 }, { "score": 4.495991230010986, "text": "No Party shall", "probability": 3.120049286229283e-05 }, { "score": 4.350751876831055, "text": "Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 2.698266272282083e-05 }, { "score": 4.211171627044678, "text": "Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 2.3467448450494452e-05 }, { "score": 4.184979438781738, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party;", "probability": 2.2860764496059853e-05 }, { "score": 4.172497749328613, "text": ".", "probability": 2.257719691566506e-05 }, { "score": 4.045217990875244, "text": ".", "probability": 1.9878935478255943e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.085348129272461, "probability": 0.8835987299775453 }, { "score": 9.8079195022583, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.0906108902448543 }, { "score": 8.344576835632324, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.02097291284435183 }, { "score": 5.661486625671387, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];", "probability": 0.0014335322889121515 }, { "score": 5.59379768371582, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement;", "probability": 0.0013397092176501712 }, { "score": 4.793625831604004, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];\n\n5\n\n\n\n\n\n(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.000601866714031188 }, { "score": 3.927288293838501, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company;", "probability": 0.000253078186305405 }, { "score": 3.8784382343292236, "text": "\"Share Offer Price\" shall have the meaning set forth in the recitals hereto.", "probability": 0.0002410124081479739 }, { "score": 3.2763354778289795, "text": "Subject to the terms and conditions herein, Acquiror agrees to commence the Offer on August 27, 2015 (the \"Launch Date\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I.", "probability": 0.00013199257377932545 }, { "score": 3.236285924911499, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options);", "probability": 0.0001268107869335552 }, { "score": 3.2052879333496094, "text": "(", "probability": 0.0001229402072521798 }, { "score": 2.9897196292877197, "text": "purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];\n\n5\n\n\n\n\n\n(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 9.910003685321806e-05 }, { "score": 2.8213276863098145, "text": "(v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];\n\n5\n\n\n\n\n\n(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 8.374176774041945e-05 }, { "score": 2.793245792388916, "text": "or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 8.142285245647412e-05 }, { "score": 2.682572364807129, "text": "; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 7.28922664288063e-05 }, { "score": 2.3344550132751465, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 5.1463107781188005e-05 }, { "score": 2.325148105621338, "text": "(vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];", "probability": 5.0986367320420285e-05 }, { "score": 2.268390417098999, "text": "(xiii) declare or make payment of any dividends or other distribution to its shareholders;", "probability": 4.817309166831402e-05 }, { "score": 2.105412721633911, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company", "probability": 4.09283470776535e-05 }, { "score": 2.026340961456299, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options", "probability": 3.7816712909890754e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.088371276855469, "probability": 0.8830792433178868 }, { "score": 8.70468807220459, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.029956062812439864 }, { "score": 8.398299217224121, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options; (ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business; (iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto;", "probability": 0.02205066764739289 }, { "score": 8.22406005859375, "text": "(iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto;", "probability": 0.018524676749263145 }, { "score": 7.308021545410156, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 0.007411739843296933 }, { "score": 7.18324613571167, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 0.006542306628103329 }, { "score": 7.063730239868164, "text": "(ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business; (iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto;", "probability": 0.0058053151487803606 }, { "score": 6.760533809661865, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];", "probability": 0.004286958352210341 }, { "score": 6.423405647277832, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.0030601052484206305 }, { "score": 6.356788158416748, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 0.0028628906220459975 }, { "score": 6.340719699859619, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 0.0028172560036026765 }, { "score": 6.273195266723633, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options; (ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business;", "probability": 0.002633302942004455 }, { "score": 5.934075832366943, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];", "probability": 0.0018759580620883898 }, { "score": 5.911037445068359, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options; (ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business; (iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto", "probability": 0.0018332330609953874 }, { "score": 5.853209972381592, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options;", "probability": 0.0017302287676190216 }, { "score": 5.736798286437988, "text": "(iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto", "probability": 0.0015400916835738964 }, { "score": 5.533603191375732, "text": "(iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto;", "probability": 0.0012568980925686526 }, { "score": 5.441681861877441, "text": "\"Share Offer Price\" shall have the meaning set forth in the recitals hereto.", "probability": 0.0011465134159230964 }, { "score": 5.192098140716553, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise);", "probability": 0.0008932773211826313 }, { "score": 4.938626766204834, "text": "(ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business;", "probability": 0.0006932742806015828 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.17352294921875, "probability": 0.9846103662319634 }, { "score": 6.846416473388672, "text": "The Financing Commitment shall have been duly made and entered into by Jefferies;", "probability": 0.004783342260332792 }, { "score": 6.542412757873535, "text": "(vi) The Financing Commitment shall have been duly made and entered into by Jefferies;", "probability": 0.003529427951071545 }, { "score": 6.411830902099609, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.003097371809509053 }, { "score": 5.3215861320495605, "text": "This Agreement shall be automatically terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold.", "probability": 0.001041132620224744 }, { "score": 5.06158971786499, "text": "The Financing Commitment shall have been duly made and entered into by Jefferies", "probability": 0.0008027698364354158 }, { "score": 4.7575860023498535, "text": "(vi) The Financing Commitment shall have been duly made and entered into by Jefferies", "probability": 0.0005923302462565508 }, { "score": 4.150258541107178, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.00032270444278675257 }, { "score": 4.0883026123046875, "text": "The Financing Commitment shall have been duly made and entered into by Jefferies; (vii) No temporary restraining order, preliminary or permanent injunction or other Order preventing the commencement of the Offer or the consummation of the Squeeze-out shall be in effect, and no Law shall have been enacted or shall be deemed applicable to the Offer or the Squeeze-out which makes the consummation of the Offer or the Squeeze-out illegal; (viii) All necessary consents, approvals (including, but not limited to, approval of the Financial Services Agency, Kanto Local Financial Bureau and Tokyo Stock Exchange) for the Offer shall have been obtained by Acquiror and the Company;", "probability": 0.00030331775054865724 }, { "score": 3.8366165161132812, "text": "This Agreement shall be automatically terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold. This Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement. Section 6.03 Effect of Termination. In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V. This sentence and Section 4.07, Section 4.09, Article V and Article VIII shall survive any termination of this Agreement.", "probability": 0.0002358261406831598 }, { "score": 3.78429913520813, "text": "(vi) The Financing Commitment shall have been duly made and entered into by Jefferies; (vii) No temporary restraining order, preliminary or permanent injunction or other Order preventing the commencement of the Offer or the consummation of the Squeeze-out shall be in effect, and no Law shall have been enacted or shall be deemed applicable to the Offer or the Squeeze-out which makes the consummation of the Offer or the Squeeze-out illegal; (viii) All necessary consents, approvals (including, but not limited to, approval of the Financial Services Agency, Kanto Local Financial Bureau and Tokyo Stock Exchange) for the Offer shall have been obtained by Acquiror and the Company;", "probability": 0.00022380552003492028 }, { "score": 3.3665316104888916, "text": "(vi) make any material capital expenditure;", "probability": 0.00014737935897959252 }, { "score": 2.366605520248413, "text": "The Financing Commitment shall have been duly made and entered into by Jefferies; (vii) No temporary restraining order, preliminary or permanent injunction or other Order preventing the commencement of the Offer or the consummation of the Squeeze-out shall be in effect, and no Law shall have been enacted or shall be deemed applicable to the Offer or the Squeeze-out which makes the consummation of the Offer or the Squeeze-out illegal;", "probability": 5.422184359694505e-05 }, { "score": 2.275245428085327, "text": "This Agreement shall be automatically terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold. This Agreement may not be terminated after the end of the Offer Period if the Offer is successful.", "probability": 4.9487680186987174e-05 }, { "score": 2.0927608013153076, "text": "This Agreement shall be automatically terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold. This Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement. Section 6.03 Effect of Termination. In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V.", "probability": 4.12330090750929e-05 }, { "score": 2.0626018047332764, "text": "(vi) The Financing Commitment shall have been duly made and entered into by Jefferies; (vii) No temporary restraining order, preliminary or permanent injunction or other Order preventing the commencement of the Offer or the consummation of the Squeeze-out shall be in effect, and no Law shall have been enacted or shall be deemed applicable to the Offer or the Squeeze-out which makes the consummation of the Offer or the Squeeze-out illegal;", "probability": 4.00080278462811e-05 }, { "score": 2.041447877883911, "text": "The Company shall use its reasonable efforts to provide to Acquiror such customary cooperation as may be reasonably requested by Acquiror to assist Acquiror in causing the conditions in the Financing Commitment to be satisfied and such customary cooperation as is otherwise reasonably necessary and reasonably requested by Acquiror solely in connection with obtaining the Financing, which cooperation shall include (without limitation):", "probability": 3.917058973256867e-05 }, { "score": 1.9765313863754272, "text": "\"Financing Commitment\" shall have the meaning set forth in the recitals hereto.", "probability": 3.670855050738064e-05 }, { "score": 1.597906231880188, "text": "(iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto; (iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company; (v) enter into any collective bargaining agreement or other agreement with any labor organization or work council;\n\n12\n\n\n\n\n\n(vi) make any material capital expenditure;", "probability": 2.5138098334479013e-05 }, { "score": 1.5622694492340088, "text": "The Financing Commitment shall have been duly made and entered into by Jefferies; (vii) No temporary restraining order, preliminary or permanent injunction or other Order preventing the commencement of the Offer or the consummation of the Squeeze-out shall be in effect, and no Law shall have been enacted or shall be deemed applicable to the Offer or the Squeeze-out which makes the consummation of the Offer or the Squeeze-out illegal; (viii) All necessary consents, approvals (including, but not limited to, approval of the Financial Services Agency, Kanto Local Financial Bureau and Tokyo Stock Exchange) for the Offer shall have been obtained by Acquiror and the Company", "probability": 2.4258031893183482e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.064226150512695, "probability": 0.9549954095508906 }, { "score": 8.434656143188477, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.025333725363968117 }, { "score": 7.80613899230957, "text": "(iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto;", "probability": 0.013512556651919985 }, { "score": 6.781440734863281, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.004849720711661031 }, { "score": 3.9259066581726074, "text": "(iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto", "probability": 0.0002789806209248432 }, { "score": 3.535217046737671, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.00018875553438103392 }, { "score": 3.0519797801971436, "text": "(iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto; (iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company;", "probability": 0.00011642129233194404 }, { "score": 2.8692967891693115, "text": "(iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto; (iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company; (v) enter into any collective bargaining agreement or other agreement with any labor organization or work council;\n\n12\n\n\n\n\n\n(vi) make any material capital expenditure;", "probability": 9.698268441229797e-05 }, { "score": 2.8675687313079834, "text": "For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;", "probability": 9.681523744278157e-05 }, { "score": 2.532362461090088, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 6.924134278210409e-05 }, { "score": 2.5141167640686035, "text": "\"Subsidiaries\" shall mean, with respect to any Person, any juridical Person of which more than 50% of the voting power of the outstanding voting securities or more than 50% of the outstanding economic equity interest is held, directly or indirectly, by such Person, and in any event will include any Person that is fully included in the consolidated financial statements of such Person prepared in accordance with GAAP.", "probability": 6.798944185306235e-05 }, { "score": 2.5085315704345703, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 6.761076612824624e-05 }, { "score": 2.4793121814727783, "text": "or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 6.566380389805014e-05 }, { "score": 2.3166446685791016, "text": "(viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];\n\n5\n\n\n\n\n\n(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 5.580594086109288e-05 }, { "score": 2.2375595569610596, "text": "(", "probability": 5.156252861986561e-05 }, { "score": 2.0922582149505615, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 4.458929809189694e-05 }, { "score": 1.9032683372497559, "text": "(ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business; (iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto;", "probability": 3.6910792923660044e-05 }, { "score": 1.6043367385864258, "text": "(iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto; (iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company; (v) enter into any collective bargaining agreement or other agreement with any labor organization or work council;\n\n12\n\n\n\n\n\n(vi) make any material capital expenditure; (vii) license, acquire, dispose or cause or permit any Lien on any material right or material asset or property other than the sale of inventory in the ordinary course of business or dispositions of obsolete, surplus or worn out assets;", "probability": 2.7373418116600574e-05 }, { "score": 1.4002270698547363, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year", "probability": 2.2319544554495058e-05 }, { "score": 1.3658579587936401, "text": "hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto;", "probability": 2.1565474238529975e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.236835479736328, "probability": 0.9967972617166968 }, { "score": 6.307135581970215, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 0.002650762947263712 }, { "score": 3.833021640777588, "text": "\"Intellectual Property Rights\" shall mean all patents, patent rights, licenses, inventions, copyrights, trademarks, service marks, logos, trade dress, design rights, trade or business names, domain names, trade secrets, know-how, in each case of a proprietary nature and any proprietary confidential information systems processes or procedures of the intellectual property (whether, in each case, registered, unregistered or unregistrable, and including pending applications for registration and rights to apply for registration) and all rights of a similar nature or having similar effect which may subsist in any part of the world.", "probability": 0.0002232939000035652 }, { "score": 3.441756248474121, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing", "probability": 0.00015099148563098966 }, { "score": 2.577005624771118, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 6.359105558324452e-05 }, { "score": 2.257509231567383, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 4.6199844476322776e-05 }, { "score": 1.4149000644683838, "text": "\"Squeeze-out\" shall mean any squeeze out transaction that Acquiror determines necessary and appropriate to make the Company wholly owned subsidiary of the Acquiror after the Settlement.", "probability": 1.989298714146393e-05 }, { "score": 0.5883322954177856, "text": "\"Owned Real Property\" shall mean the land listed on Schedule III.", "probability": 8.704146276348849e-06 }, { "score": 0.42224740982055664, "text": "No", "probability": 7.3721885060296164e-06 }, { "score": 0.10507506132125854, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 5.368466294679093e-06 }, { "score": -0.0318601131439209, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing", "probability": 4.681446236373618e-06 }, { "score": -0.12495791912078857, "text": "Section 8.04 Assignment. No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 4.265286191685324e-06 }, { "score": -0.14546823501586914, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.", "probability": 4.178694867746615e-06 }, { "score": -0.4257882833480835, "text": "provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 3.1571790299506853e-06 }, { "score": -0.720116376876831, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 2.3521994422691113e-06 }, { "score": -0.9265779256820679, "text": "(vi) make any material capital expenditure; (vii) license, acquire, dispose or cause or permit any Lien on any material right or material asset or property other than the sale of inventory in the ordinary course of business or dispositions of obsolete, surplus or worn out assets; (viii) amend or relinquish any material rights under any Material Contract or enter into any new Material Contracts;", "probability": 1.913414370180254e-06 }, { "score": -1.1525702476501465, "text": "\"Intellectual Property Rights\" shall mean all patents, patent rights, licenses, inventions, copyrights, trademarks, service marks, logos, trade dress, design rights, trade or business names, domain names, trade secrets, know-how, in each case of a proprietary nature and any proprietary confidential information systems processes or procedures of the intellectual property (whether, in each case, registered, unregistered or unregistrable, and including pending applications for registration and rights to apply for registration) and all rights of a similar nature or having similar effect which may subsist in any part of the world. \"Japan Business Day\" shall mean any day other than a Saturday or Sunday, or any other day on which commercial banks in Tokyo, Japan are authorized or required by Japanese Law to close.", "probability": 1.5263769986063423e-06 }, { "score": -1.1626635789871216, "text": "Assignment. No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "probability": 1.5110482589731415e-06 }, { "score": -1.1633520126342773, "text": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Section 8.05 Amendments and Waivers. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought (except that Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, this Section 8.05 and Section 8.13 shall not be amended, modified, discharged or waived in a manner that is adverse to the Lenders without the prior written consent of the Lenders).", "probability": 1.5100083605008082e-06 }, { "score": -1.1931967735290527, "text": "\"", "probability": 1.4656083711419947e-06 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.175241470336914, "probability": 0.9069191516614189 }, { "score": 9.255411148071289, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement;", "probability": 0.04892179416740456 }, { "score": 8.14272689819336, "text": "(v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement;", "probability": 0.0160793965620066 }, { "score": 7.923011302947998, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company;", "probability": 0.012907688486904042 }, { "score": 7.0541605949401855, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];", "probability": 0.0054139146834113975 }, { "score": 6.810326099395752, "text": "(v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company;", "probability": 0.004242437291580556 }, { "score": 5.9414753913879395, "text": "(v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];", "probability": 0.001779419573817826 }, { "score": 5.574673652648926, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.001233043483845385 }, { "score": 4.876152038574219, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement", "probability": 0.0006132171748525672 }, { "score": 4.430119037628174, "text": "(vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company", "probability": 0.00039255872906690287 }, { "score": 4.352808475494385, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement;", "probability": 0.000363353282892537 }, { "score": 3.7634668350219727, "text": "(v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement", "probability": 0.00020154928692861515 }, { "score": 3.5557188987731934, "text": "(v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company", "probability": 0.00016374101706138542 }, { "score": 3.3174338340759277, "text": "(v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company", "probability": 0.0001290243247672574 }, { "score": 3.291491985321045, "text": "(iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement;", "probability": 0.00012572023760960594 }, { "score": 3.2867588996887207, "text": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement;", "probability": 0.0001251265989388442 }, { "score": 3.132300615310669, "text": "; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement;", "probability": 0.00010721838458293095 }, { "score": 3.0204081535339355, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company;", "probability": 9.586828998609388e-05 }, { "score": 2.9982855319976807, "text": "(ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement;", "probability": 9.377071951527235e-05 }, { "score": 2.9792871475219727, "text": "joint venture, partnership, or other similar profit (or loss) sharing arrangement;", "probability": 9.200604340892202e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__License Grant": [ { "text": "", "score": 11.809715270996094, "probability": 0.9999646669843073 }, { "score": -0.10791528224945068, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 6.671499658942741e-06 }, { "score": -0.31399425864219666, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 5.429058306485075e-06 }, { "score": -0.36363422870635986, "text": "(vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company;", "probability": 5.16613963859988e-06 }, { "score": -0.4679219722747803, "text": "(c) ensuring that both Sucampo Group and the Company would have greater opportunity to conduct business development transactions, and through the relationships of the Company and increased presence in the Japanese market, Sucampo Group would gain greater access to the Japanese biotech community and Japan's well-regarded scientific institutions and researchers, and the Company would receive access to Sucampo Group's expertise in identifying, negotiating and managing key alliances.", "probability": 4.654516232499656e-06 }, { "score": -1.1798638105392456, "text": "(vi) make any material capital expenditure;", "probability": 2.283926572853468e-06 }, { "score": -1.2034058570861816, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 2.2307862375876853e-06 }, { "score": -1.5884723663330078, "text": "The Parties intend to achieve the purpose of such Strategic Business Alliance by mutual cooperation in, among others, the following areas:", "probability": 1.517838960919745e-06 }, { "score": -1.6485865116119385, "text": "(v) assisting in preparing of and, subject to the successful Squeeze-out, executing and delivering of any customary pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates and documents and assisting in preparing schedules (and providing necessary information relating thereto) as may be reasonably requested by Acquiror; (vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness; (vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company;", "probability": 1.429283745783224e-06 }, { "score": -2.074326992034912, "text": "(vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment;", "probability": 9.337308618959541e-07 }, { "score": -2.103902578353882, "text": "ensuring that both Sucampo Group and the Company would have greater opportunity to conduct business development transactions, and through the relationships of the Company and increased presence in the Japanese market, Sucampo Group would gain greater access to the Japanese biotech community and Japan's well-regarded scientific institutions and researchers, and the Company would receive access to Sucampo Group's expertise in identifying, negotiating and managing key alliances.", "probability": 9.065196021518361e-07 }, { "score": -2.20997953414917, "text": "(vi) make any material capital expenditure; (vii) license, acquire, dispose or cause or permit any Lien on any material right or material asset or property other than the sale of inventory in the ordinary course of business or dispositions of obsolete, surplus or worn out assets;", "probability": 8.152833309480286e-07 }, { "score": -2.3011741638183594, "text": "(c) ensuring that both Sucampo Group and the Company would have greater opportunity to conduct business development transactions, and through the relationships of the Company and increased presence in the Japanese market, Sucampo Group would gain greater access to the Japanese biotech community and Japan's well-regarded scientific institutions and researchers, and the Company would receive access to Sucampo Group's expertise in identifying, negotiating and managing key alliances. Section 2.02 Obligations of Acquiror. (a) Commencement of the Offer. Subject to the terms and conditions herein, Acquiror agrees to commence the Offer on August 27, 2015 (the \"Launch Date\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I. The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\"). (b) Conditions to the Commencement of the Offer. Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 7.442232585331196e-07 }, { "score": -2.38505482673645, "text": "(c) ensuring that both Sucampo Group and the Company would have greater opportunity to conduct business development transactions, and through the relationships of the Company and increased presence in the Japanese market, Sucampo Group would gain greater access to the Japanese biotech community and Japan's well-regarded scientific institutions and researchers, and the Company would receive access to Sucampo Group's expertise in identifying, negotiating and managing key alliances.", "probability": 6.843437881262185e-07 }, { "score": -2.701777458190918, "text": "(vi) make any material capital expenditure; (vii) license, acquire, dispose or cause or permit any Lien on any material right or material asset or property other than the sale of inventory in the ordinary course of business or dispositions of obsolete, surplus or worn out assets; (viii) amend or relinquish any material rights under any Material Contract or enter into any new Material Contracts;", "probability": 4.985668955697988e-07 }, { "score": -3.210261583328247, "text": "The Parties intend to achieve the purpose of such Strategic Business Alliance by mutual cooperation in, among others, the following areas: (a) ensuring that the transaction contemplated in this Agreement would provide Sucampo Group with increased revenues\u2014primarily from combining Sucampo Group's existing sales with those from the Company\u2014enhanced profitability, strong cash flow generation and a robust balance sheet and the improved financial strength of SPI as the parent company would also accrue to the benefit of its subsidiaries, which will include the Company after the Closing; (b) ensuring that Sucampo Group and the Company together would have a deeper and broader development pipeline of potential drug candidates in development across four major therapeutic areas\u2014gastroenterology, ophthalmology, autoimmune, and inflammation\u2014and greater resources, both financially and operationally, to maximize these opportunities, and consistent with the Target Company's business strategy, such development pipelines (some of these drug candidates) could be out-licensed to external firms to create even greater value; and\n\n8\n\n\n\n\n\n(c) ensuring that both Sucampo Group and the Company would have greater opportunity to conduct business development transactions, and through the relationships of the Company and increased presence in the Japanese market, Sucampo Group would gain greater access to the Japanese biotech community and Japan's well-regarded scientific institutions and researchers, and the Company would receive access to Sucampo Group's expertise in identifying, negotiating and managing key alliances.", "probability": 2.998413942388808e-07 }, { "score": -3.2320051193237305, "text": "(vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment", "probability": 2.9339215085629623e-07 }, { "score": -3.340430736541748, "text": ":", "probability": 2.632448258074897e-07 }, { "score": -3.359279155731201, "text": "(v) assisting in preparing of and, subject to the successful Squeeze-out, executing and delivering of any customary pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates and documents and assisting in preparing schedules (and providing necessary information relating thereto) as may be reasonably requested by Acquiror; (vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness; (vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment;", "probability": 2.5832954513371516e-07 }, { "score": -3.382140874862671, "text": "(b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 2.52490685126729e-07 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.084762573242188, "probability": 0.9988296632209152 }, { "score": 4.6898698806762695, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 0.0006136635680723015 }, { "score": 4.266783714294434, "text": "For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;", "probability": 0.0004019632541518158 }, { "score": 2.353614568710327, "text": "(v) For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;", "probability": 5.933453601144973e-05 }, { "score": 1.7277365922927856, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options;", "probability": 3.17316166612602e-05 }, { "score": 1.2483747005462646, "text": "For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options", "probability": 1.9647530637395915e-05 }, { "score": 0.3586157560348511, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 8.07031664329096e-06 }, { "score": -0.1264641284942627, "text": "The Company's Obligation. (a) Ordinary Course of Business of the Company's Operation. During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 4.9684744141817314e-06 }, { "score": -0.2864201068878174, "text": "(a) Ordinary Course of Business of the Company's Operation. During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 4.234040997866462e-06 }, { "score": -0.606112003326416, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 3.0754922176767176e-06 }, { "score": -0.6500537395477295, "text": "(b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 2.943275930265081e-06 }, { "score": -0.6647944450378418, "text": "(v) For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options", "probability": 2.900208171019365e-06 }, { "score": -0.66876220703125, "text": "For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;\n\n9\n\n\n\n\n\n(vi) The Financing Commitment shall have been duly made and entered into by Jefferies; (vii) No temporary restraining order, preliminary or permanent injunction or other Order preventing the commencement of the Offer or the consummation of the Squeeze-out shall be in effect, and no Law shall have been enacted or shall be deemed applicable to the Offer or the Squeeze-out which makes the consummation of the Offer or the Squeeze-out illegal;", "probability": 2.8887236342864834e-06 }, { "score": -0.681307315826416, "text": "Without", "probability": 2.852710647740664e-06 }, { "score": -0.884251594543457, "text": "For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;\n\n9\n\n\n\n\n\n(vi) The Financing Commitment shall have been duly made and entered into by Jefferies;", "probability": 2.328735387342183e-06 }, { "score": -0.9332482814788818, "text": "Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 2.217385238216678e-06 }, { "score": -0.9492092728614807, "text": "(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 2.1822745178677294e-06 }, { "score": -1.106641411781311, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 1.8643930369755893e-06 }, { "score": -1.153278112411499, "text": "the Company shall not:", "probability": 1.7794402528393575e-06 }, { "score": -1.2043737173080444, "text": "(i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options;", "probability": 1.69080246103824e-06 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.089513778686523, "probability": 0.9405811414781304 }, { "score": 8.96791934967041, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.04146723058387379 }, { "score": 8.069973945617676, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.01689399252400156 }, { "score": 3.895538091659546, "text": "For [\u2026***\u2026] ([\u2026***\u2026]) years from and after the date of this Agreement, the Company will hold and treat in confidence, and will not use, and will cause their Affiliates to hold and treat in confidence, all non-public documents and information (including any information with regard to terms and conditions of this Agreement) concerning Acquiror and each of its respective Affiliates, except to the extent that such documents and information (1) are required or requested (with prompt notice of such request to be made to Acquiror) to be disclosed by applicable Law or any Governmental Authority, (2) generally become available to the public through no fault of the Company, (3) become available to the Company on a non-confidential basis, or (4) are independently developed by the Company or its Affiliates without reference to the furnished information.", "probability": 0.0002598949502330936 }, { "score": 3.297668695449829, "text": "\"Intellectual Property Rights\" shall mean all patents, patent rights, licenses, inventions, copyrights, trademarks, service marks, logos, trade dress, design rights, trade or business names, domain names, trade secrets, know-how, in each case of a proprietary nature and any proprietary confidential information systems processes or procedures of the intellectual property (whether, in each case, registered, unregistered or unregistrable, and including pending applications for registration and rights to apply for registration) and all rights of a similar nature or having similar effect which may subsist in any part of the world.", "probability": 0.00014293759202499553 }, { "score": 2.8578481674194336, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options", "probability": 9.207353834253082e-05 }, { "score": 2.785731554031372, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year", "probability": 8.566728157992782e-05 }, { "score": 2.690244197845459, "text": "(", "probability": 7.78655497322623e-05 }, { "score": 2.4303324222564697, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options);", "probability": 6.004365268275076e-05 }, { "score": 2.346445322036743, "text": "; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 5.521224410500446e-05 }, { "score": 1.9599027633666992, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options", "probability": 3.7511298596873295e-05 }, { "score": 1.8877861499786377, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year", "probability": 3.490135208416025e-05 }, { "score": 1.8774285316467285, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 3.454172286618252e-05 }, { "score": 1.8294124603271484, "text": "\"Affiliate\" shall mean, (i) with respect to a particular individual,", "probability": 3.2922354017701704e-05 }, { "score": 1.6255260705947876, "text": "which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 2.684999113374755e-05 }, { "score": 1.5979666709899902, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (", "probability": 2.6120125029622784e-05 }, { "score": 1.5323870182037354, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options);", "probability": 2.4462135649121917e-05 }, { "score": 1.4516427516937256, "text": "\"Affiliate\" shall mean,", "probability": 2.2564596960218226e-05 }, { "score": 1.4387582540512085, "text": "Notwithstanding the foregoing, Acquiror may disclose such documents and information to its directors, officers, agents, consultants and other representatives (including attorneys, financial advisors, accountants, potential financing sources and the Lenders) of Acquiror or its Affiliates to the extent reasonably necessary for execution or performance of this Agreement.", "probability": 2.2275728423123702e-05 }, { "score": 1.416771411895752, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or", "probability": 2.1791300533231925e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.192047119140625, "probability": 0.9918577192095634 }, { "score": 7.324042797088623, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.007626090637794657 }, { "score": 3.402202606201172, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.00015103180364823304 }, { "score": 3.0178048610687256, "text": "For [\u2026***\u2026] ([\u2026***\u2026]) years from and after the date of this Agreement, the Company will hold and treat in confidence, and will not use, and will cause their Affiliates to hold and treat in confidence, all non-public documents and information (including any information with regard to terms and conditions of this Agreement) concerning Acquiror and each of its respective Affiliates, except to the extent that such documents and information (1) are required or requested (with prompt notice of such request to be made to Acquiror) to be disclosed by applicable Law or any Governmental Authority, (2) generally become available to the public through no fault of the Company, (3) become available to the Company on a non-confidential basis, or (4) are independently developed by the Company or its Affiliates without reference to the furnished information.", "probability": 0.000102831599065313 }, { "score": 2.4107840061187744, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options);", "probability": 5.604034258888721e-05 }, { "score": 2.2521378993988037, "text": "(", "probability": 4.781912805768858e-05 }, { "score": 1.9292011260986328, "text": "Notwithstanding the foregoing, Acquiror may disclose such documents and information to its directors, officers, agents, consultants and other representatives (including attorneys, financial advisors, accountants, potential financing sources and the Lenders) of Acquiror or its Affiliates to the extent reasonably necessary for execution or performance of this Agreement.", "probability": 3.46219874172424e-05 }, { "score": 1.7418699264526367, "text": "\"Affiliate\" shall mean, (i) with respect to a particular individual, (A) the individual's spouse and any parent, child, sibling, grandparent, grandchild, aunt, uncle, niece, nephew of the individual or the individual's spouse, (B) any Person that is directly or indirectly controlled by the particular individual or any such family member of the particular individual or his/her spouse, (C) any Person in which the particular individual or any such family member of the particular individual or his/her spouse has a material financial interest, and (D) any Person with respect to which the particular individual or such family member of the particular individual or his/her spouse serves as a director, officer or partner (or in a similar capacity); and (ii) with respect to any specified Person other than an individual, (A) any Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the Person specified, (B) any Person in which the specified Person has a material financial interest, and (C) any Person which has a material financial interest in the specified Person.", "probability": 2.870748112217922e-05 }, { "score": 0.736506462097168, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 1.0504400774321205e-05 }, { "score": 0.6908797025680542, "text": "For the purpose of creating a combined company that can drive considerable growth in global markets, including Japan, the Parties agree to form a strategic business alliance (the \"Strategic Business Alliance\") among Acquiror and SPI and its Affiliates (collectively, the \"Sucampo Group\") and the Company, subject to the successful Closing.", "probability": 1.003588862798758e-05 }, { "score": 0.6108932495117188, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year", "probability": 9.26441834671441e-06 }, { "score": 0.5812573432922363, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or", "probability": 8.993887427907264e-06 }, { "score": 0.5752984881401062, "text": "Until earlier of (i) the consummation of the Squeeze-out and (ii) the expiration of [\u2026***\u2026] ([\u2026***\u2026]) year period from and after the date of this Agreement, Acquiror will hold and treat in confidence, and will not use, and will cause its Affiliates to hold and treat in confidence, all non-public documents and information concerning the Company, except to the extent that such documents and information (1) are required or requested (with prompt notice of such request to be made to Acquiror) to be disclosed by applicable Law or any Governmental Authority, (2) generally become available to the public through no fault of Acquiror or its Affiliates, (3) become available to Acquiror or its Affiliates on a non- confidential basis, or (4) are independently developed by Acquiror or its Affiliates without reference to the furnished information.", "probability": 8.940453516050932e-06 }, { "score": 0.5127954483032227, "text": "(c) ensuring that both Sucampo Group and the Company would have greater opportunity to conduct business development transactions, and through the relationships of the Company and increased presence in the Japanese market, Sucampo Group would gain greater access to the Japanese biotech community and Japan's well-regarded scientific institutions and researchers, and the Company would receive access to Sucampo Group's expertise in identifying, negotiating and managing key alliances.", "probability": 8.398753289576085e-06 }, { "score": 0.49385809898376465, "text": "\"Affiliate\" shall mean, (i) with respect to a particular individual,", "probability": 8.241199696896964e-06 }, { "score": 0.47283458709716797, "text": "SPI", "probability": 8.06974929674473e-06 }, { "score": 0.17532312870025635, "text": "Until earlier of (i) the consummation of the Squeeze-out and (ii) the expiration of [\u2026***\u2026] ([\u2026***\u2026]) year period from and after the date of this Agreement, Acquiror will hold and treat in confidence, and will not use, and will cause its Affiliates to hold and treat in confidence, all non-public documents and information concerning the Company, except to the extent that such documents and information (1) are required or requested (with prompt notice of such request to be made to Acquiror) to be disclosed by applicable Law or any Governmental Authority, (2) generally become available to the public through no fault of Acquiror or its Affiliates, (3) become available to Acquiror or its Affiliates on a non- confidential basis, or (4) are independently developed by Acquiror or its Affiliates without reference to the furnished information. Notwithstanding the foregoing, Acquiror may disclose such documents and information to its directors, officers, agents, consultants and other representatives (including attorneys, financial advisors, accountants, potential financing sources and the Lenders) of Acquiror or its Affiliates to the extent reasonably necessary for execution or performance of this Agreement.", "probability": 5.993112884297901e-06 }, { "score": 0.1672741174697876, "text": "Notwithstanding the foregoing, Acquiror may disclose such documents and information to its directors, officers, agents, consultants and other representatives (including attorneys, financial advisors, accountants, potential financing sources and the Lenders) of Acquiror or its Affiliates to the extent reasonably necessary for execution or performance of this Agreement.", "probability": 5.945067868212822e-06 }, { "score": 0.0885322093963623, "text": "\"Affiliate\" shall mean,", "probability": 5.494898069597602e-06 }, { "score": 0.044078826904296875, "text": "SPI,\" and, together with the Company and Acquiror, collectively, the \"Parties", "probability": 5.255980943593949e-06 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.788873672485352, "probability": 0.9999641440516489 }, { "score": 0.5735911130905151, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 1.3466325232809023e-05 }, { "score": 0.4478464126586914, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 1.1875143588923513e-05 }, { "score": -0.9561668634414673, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 2.9166455318323897e-06 }, { "score": -0.9976991415023804, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 2.7979916371879865e-06 }, { "score": -1.8275247812271118, "text": "(c) Withdrawal of the Offer. Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 1.2202750054672825e-06 }, { "score": -2.0912458896636963, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 9.374003118894988e-07 }, { "score": -2.8040924072265625, "text": "Withdrawal of the Offer. Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 4.595574221780857e-07 }, { "score": -3.0439453125, "text": "(", "probability": 3.6155385079877456e-07 }, { "score": -3.220762252807617, "text": ":", "probability": 3.0295796153101895e-07 }, { "score": -3.676776885986328, "text": "Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 1.9201613825050503e-07 }, { "score": -3.7337684631347656, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement. (d) Publication and Filing. Upon the commencement of the Offer, Acquiror shall publish a tender offer public notice and shall file a tender offer registration statement (the \"Tender Offer Registration Statement\") with the Kanto Local Finance Bureau, each in accordance with the terms and conditions set forth in this Section 2.02 and Article 27-3 of the FIEL. Acquiror shall file with the relevant Governmental Authorities, publish and/or mail to holders of the Target Securities as required by Law (i) a copy of the Tender Offer Registration Statement, (ii) a tender offer explanatory statement (the \"Tender Offer Explanatory Statement\") and (iii) each other document required under applicable Law to be so filed, published or mailed by it in connection with the Offer (collectively, the \"Offer Documents\"). (e) Settlement of the Offer. Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement, Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the \"Settlement\") to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period and in no event later than the Settlement Date.", "probability": 1.8137883313464367e-07 }, { "score": -3.8025426864624023, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 1.693239292439835e-07 }, { "score": -3.8735477924346924, "text": "(c) Withdrawal of the Offer. Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 1.5771798221037667e-07 }, { "score": -3.9089860916137695, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement. (d) Publication and Filing. Upon the commencement of the Offer, Acquiror shall publish a tender offer public notice and shall file a tender offer registration statement (the \"Tender Offer Registration Statement\") with the Kanto Local Finance Bureau, each in accordance with the terms and conditions set forth in this Section 2.02 and Article 27-3 of the FIEL.", "probability": 1.522266024446977e-07 }, { "score": -3.926162004470825, "text": "During the Restricted Period, upon reasonable advance notice to the Company,", "probability": 1.4963429791469658e-07 }, { "score": -3.9648966789245605, "text": "Subject to the terms and conditions herein, Acquiror agrees to commence the Offer on August 27, 2015 (the \"Launch Date\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I. The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\"). (b) Conditions to the Commencement of the Offer. Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 1.4394908043408852e-07 }, { "score": -4.057615280151367, "text": "During the Restricted Period,", "probability": 1.3120238146017e-07 }, { "score": -4.126430988311768, "text": "Subject to the terms and conditions hereof, each Party covenants and agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, in good faith, all things applicable to it that are necessary, proper or desirable, or advisable under applicable Law to carry out the provisions contained in this Agreement and the transactions contemplated hereunder. Section 4.05 Access. During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 1.2247725258501308e-07 }, { "score": -4.1622209548950195, "text": "Subject to the successful Closing, the Company agrees to take all reasonable actions available to it to consummate the Squeeze-out and appointment of new directors of the Company as designated by Acquiror as soon as possible after the Closing, as reasonably requested by Acquiror, and shall provide such information and assistance as Acquiror or its agents may reasonably request in connection with communicating the Squeeze-out.", "probability": 1.1817131019633148e-07 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.092811584472656, "probability": 0.9999977891073621 }, { "score": -2.739659070968628, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 3.616919817974013e-07 }, { "score": -2.7427361011505127, "text": "(vi) make any material capital expenditure;", "probability": 3.605807551685712e-07 }, { "score": -2.827671527862549, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 3.312192403659451e-07 }, { "score": -3.305919647216797, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc.,", "probability": 2.0531233281059803e-07 }, { "score": -3.3320250511169434, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 2.0002192598452276e-07 }, { "score": -3.597445011138916, "text": "The Material Contracts shall include, without limitation, any Contract or other agreement: (i) which is described under \"Part 1. Company's Information - II. Description of the Company - 5. Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc.,", "probability": 1.5339357904149939e-07 }, { "score": -3.7641546726226807, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 1.2983927883813815e-07 }, { "score": -4.224983215332031, "text": "The Company's Obligation. (a) Ordinary Course of Business of the Company's Operation. During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 8.18975295555061e-08 }, { "score": -4.331628322601318, "text": "(vi) make any material capital expenditure; (vii) license, acquire, dispose or cause or permit any Lien on any material right or material asset or property other than the sale of inventory in the ordinary course of business or dispositions of obsolete, surplus or worn out assets;", "probability": 7.361315299779068e-08 }, { "score": -4.462978839874268, "text": "(a) Ordinary Course of Business of the Company's Operation. During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 6.455213563410662e-08 }, { "score": -4.940157890319824, "text": "except for the License Agreement with Astellas Pharma Inc.,", "probability": 4.005662793203894e-08 }, { "score": -5.006392955780029, "text": ":", "probability": 3.7489432220154866e-08 }, { "score": -5.315493106842041, "text": "License Agreement with Astellas Pharma Inc.,", "probability": 2.752126379341691e-08 }, { "score": -5.335001468658447, "text": "Subject to the terms and conditions herein, Acquiror agrees to commence the Offer on August 27, 2015 (the \"Launch Date\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I. The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\"). (b) Conditions to the Commencement of the Offer. Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 2.6989572100971523e-08 }, { "score": -5.342493534088135, "text": "Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 2.6788120049156968e-08 }, { "score": -5.3984808921813965, "text": "(vi) make any material capital expenditure;", "probability": 2.532953609501707e-08 }, { "score": -5.5105438232421875, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 2.2644301216161366e-08 }, { "score": -5.560316562652588, "text": "(", "probability": 2.1544821346547435e-08 }, { "score": -5.614571571350098, "text": "(f) Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "probability": 2.0407050833525367e-08 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.218347549438477, "probability": 0.9998687434751418 }, { "score": 2.768087148666382, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 7.865875128624761e-05 }, { "score": 1.852659821510315, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 3.1490677980178555e-05 }, { "score": 0.08123278617858887, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 5.3562522828379e-06 }, { "score": -0.18194250762462616, "text": "(c) Withdrawal of the Offer. Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 4.116853820167755e-06 }, { "score": -0.9131144285202026, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall", "probability": 1.981625197537486e-06 }, { "score": -1.3604753017425537, "text": "Withdrawal of the Offer. Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 1.2668790583384106e-06 }, { "score": -1.3963818550109863, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 1.222196791602571e-06 }, { "score": -1.5046099424362183, "text": "Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 1.096827367348289e-06 }, { "score": -1.7707544565200806, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 8.405299332590277e-07 }, { "score": -1.9525450468063354, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company", "probability": 7.008136208388856e-07 }, { "score": -2.073746681213379, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company;", "probability": 6.20819476220528e-07 }, { "score": -2.1592798233032227, "text": "Company as designated by Acquiror as soon as possible after the Closing, as reasonably requested by Acquiror, and shall provide such information and assistance as Acquiror or its agents may reasonably request in connection with communicating the Squeeze-out. Section 4.03 Applications and Consents; Governmental Communications and Filings. Each Party shall cooperate and use its reasonable efforts in making all notifications to, and seeking all consents of, Governmental Authorities necessary or advisable to consummate the transactions contemplated hereby as promptly as practicable. No Party shall take any action that would reasonably be expected to prevent or materially delay or impede the filing or receipt of such necessary or advisable notifications or consents. Section 4.04 Further Assurance. Subject to the terms and conditions hereof, each Party covenants and agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, in good faith, all things applicable to it that are necessary, proper or desirable, or advisable under applicable Law to carry out the provisions contained in this Agreement and the transactions contemplated hereunder. Section 4.05 Access. During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 5.69926382549111e-07 }, { "score": -2.163093328475952, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 5.677571042471495e-07 }, { "score": -2.2847650051116943, "text": "(vi) The Financing Commitment shall have been duly made and entered into by Jefferies; (vii) No temporary restraining order, preliminary or permanent injunction or other Order preventing the commencement of the Offer or the consummation of the Squeeze-out shall be in effect, and no Law shall have been enacted or shall be deemed applicable to the Offer or the Squeeze-out which makes the consummation of the Offer or the Squeeze-out illegal; (viii) All necessary consents, approvals (including, but not limited to, approval of the Financial Services Agency, Kanto Local Financial Bureau and Tokyo Stock Exchange) for the Offer shall have been obtained by Acquiror and the Company; (ix) The Company shall not have suffered a Material Adverse Effect since the Financial Statements Date; and (x) Acquiror shall have concurrently entered into a Stock Purchase Agreement with Ryuji Ueno, MD, Sachiko Kuno, S&R Technology Holdings, LLC and S&R Foundation. (c) Withdrawal of the Offer. Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 5.027143002880831e-07 }, { "score": -2.3054394721984863, "text": "During the Restricted Period, upon reasonable advance notice to the Company,", "probability": 4.9242765192157e-07 }, { "score": -2.314277172088623, "text": "During the Restricted Period,", "probability": 4.880948981059952e-07 }, { "score": -2.3619017601013184, "text": ":", "probability": 4.653944205383885e-07 }, { "score": -2.4233171939849854, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 4.376720249423992e-07 }, { "score": -2.5637969970703125, "text": "Access. During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 3.803112609880194e-07 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.37054443359375, "probability": 0.9917156620900991 }, { "score": 6.18454122543335, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.0020409864136239795 }, { "score": 6.180483341217041, "text": "(v) assisting in preparing of and, subject to the successful Squeeze-out, executing and delivering of any customary pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates and documents and assisting in preparing schedules (and providing necessary information relating thereto) as may be reasonably requested by Acquiror; (vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness;", "probability": 0.002032721108238234 }, { "score": 4.875935077667236, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 0.0005514671975365461 }, { "score": 4.8753437995910645, "text": "(v) assisting in preparing of and, subject to the successful Squeeze-out, executing and delivering of any customary pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates and documents and assisting in preparing schedules (and providing necessary information relating thereto) as may be reasonably requested by Acquiror; (vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness", "probability": 0.0005511412234530764 }, { "score": 4.834644317626953, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 0.0005291603993370777 }, { "score": 4.779623985290527, "text": "(vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness;", "probability": 0.0005008322756638331 }, { "score": 4.619887828826904, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc.,", "probability": 0.00042689373131501833 }, { "score": 4.434556484222412, "text": "For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;", "probability": 0.0003546756695041573 }, { "score": 4.230223178863525, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective;", "probability": 0.00028912827838993696 }, { "score": 4.11444091796875, "text": "In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V.", "probability": 0.00025751763381600616 }, { "score": 3.7964789867401123, "text": "Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement, Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the \"Settlement\") to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period and in no event later than the Settlement Date.", "probability": 0.0001873776815327964 }, { "score": 3.5194342136383057, "text": "For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;", "probability": 0.00014203613460339503 }, { "score": 3.474484443664551, "text": "(vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness", "probability": 0.00013579300772519103 }, { "score": 3.103487730026245, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options", "probability": 9.370345022973736e-05 }, { "score": 2.4112372398376465, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company", "probability": 4.689375544694098e-05 }, { "score": 2.203470468521118, "text": "Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "probability": 3.809632227088667e-05 }, { "score": 2.162747621536255, "text": "(v) For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;", "probability": 3.657609563001733e-05 }, { "score": 2.1613383293151855, "text": "For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options", "probability": 3.652458552788735e-05 }, { "score": 2.054175853729248, "text": "(v) For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;", "probability": 3.2812946056373395e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": [ { "score": 13.63790512084961, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 0.6895576066611263 }, { "text": "", "score": 12.26197338104248, "probability": 0.17418509573285337 }, { "score": 11.274280548095703, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 0.06487262094505723 }, { "score": 10.332722663879395, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company", "probability": 0.02530160380509881 }, { "score": 10.01266098022461, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company;", "probability": 0.01837160197698681 }, { "score": 9.208227157592773, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company", "probability": 0.00821837317538064 }, { "score": 8.98219108581543, "text": "provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 0.0065557085679198435 }, { "score": 8.8444185256958, "text": "(b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 0.005711968138606112 }, { "score": 7.684788227081299, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request;", "probability": 0.0017912851953127305 }, { "score": 6.9023637771606445, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request", "probability": 0.0008191475099739891 }, { "score": 6.842783451080322, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 0.0007717678955704017 }, { "score": 6.780238628387451, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company", "probability": 0.0007249763464385103 }, { "score": 6.679473400115967, "text": "Access. During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 0.0006554839386409734 }, { "score": 6.635601997375488, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company;", "probability": 0.0006273486192686119 }, { "score": 6.275773048400879, "text": "and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 0.00043776115294740507 }, { "score": 6.189387321472168, "text": "(a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 0.0004015321969408386 }, { "score": 5.976469039916992, "text": "During", "probability": 0.0003245272280245843 }, { "score": 5.677009105682373, "text": "provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company", "probability": 0.00024054555897558855 }, { "score": 5.594336032867432, "text": "the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 0.00022145877022062348 }, { "score": 5.539236545562744, "text": "(b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company", "probability": 0.00020958658465620786 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.373228073120117, "probability": 0.5100320959389772 }, { "score": 11.764907836914062, "text": "In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment).", "probability": 0.2775922806379368 }, { "score": 10.599737167358398, "text": "In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment).", "probability": 0.08657254657732322 }, { "score": 10.315430641174316, "text": "In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V.", "probability": 0.06514895248992361 }, { "score": 9.298505783081055, "text": "Notwithstanding the above provisions of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation or (ii) any claim for breach of any agreement or covenant contained herein.", "probability": 0.02356473622752265 }, { "score": 9.240699768066406, "text": "In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment", "probability": 0.02224117613824854 }, { "score": 7.8352203369140625, "text": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations:", "probability": 0.005454636171601948 }, { "score": 7.5349626541137695, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment).", "probability": 0.004039852728412972 }, { "score": 6.750442028045654, "text": "In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V", "probability": 0.0018435399549501033 }, { "score": 6.175304412841797, "text": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations: (i) the Indemnifying Party shall [\u2026***\u2026] for such claims until the [\u2026***\u2026] of the [\u2026***\u2026] shall [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], in which case the Indemnifying Party shall be liable only for the [\u2026***\u2026] of the [\u2026 ***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026],", "probability": 0.0010372261605791284 }, { "score": 6.137721538543701, "text": "No Lender Liability. Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment).", "probability": 0.000998967655609914 }, { "score": 5.210745334625244, "text": "Section 4.09 No Lender Liability. Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment).", "probability": 0.0003953400171124192 }, { "score": 5.0107550621032715, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment", "probability": 0.0003236801785088237 }, { "score": 4.778339862823486, "text": "In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment", "probability": 0.00025655439942109774 }, { "score": 4.227189064025879, "text": "In", "probability": 0.0001478487699731409 }, { "score": 3.613513708114624, "text": "No Lender Liability. Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment", "probability": 8.003904442518888e-05 }, { "score": 3.606282949447632, "text": "In", "probability": 7.946238875249565e-05 }, { "score": 3.4620368480682373, "text": "Notwithstanding the above provisions of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation or (ii) any claim for breach of any agreement or covenant contained herein.\n\n18\n\n\n\n\n\nARTICLE VI\n\nTERMINATION Section 6.01 Termination. This Agreement may be terminated prior to the end of the Offer Period by Acquiror if a condition for withdrawal of the Offer has occurred. This Agreement shall be automatically terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold. This Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination.", "probability": 6.878857780512755e-05 }, { "score": 3.407405138015747, "text": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations: (i) the Indemnifying Party shall [\u2026***\u2026] for such claims until the [\u2026***\u2026] of the [\u2026***\u2026] shall [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], in which case the Indemnifying Party shall be liable only for the [\u2026***\u2026] of the [\u2026 ***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], and", "probability": 6.513135004630162e-05 }, { "score": 3.2765839099884033, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "probability": 5.7144592869195e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": [ { "score": 12.212434768676758, "text": "In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment).", "probability": 0.386888003240863 }, { "text": "", "score": 12.198192596435547, "probability": 0.3814169301223161 }, { "score": 11.254220962524414, "text": "In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment).", "probability": 0.14840150136301078 }, { "score": 9.684755325317383, "text": "In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V.", "probability": 0.030890719854923566 }, { "score": 9.352659225463867, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment).", "probability": 0.022161570063782558 }, { "score": 8.501944541931152, "text": "In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment", "probability": 0.009465418763853756 }, { "score": 8.103240966796875, "text": "In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment", "probability": 0.006353090909994048 }, { "score": 8.047849655151367, "text": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations:", "probability": 0.006010753651747672 }, { "score": 7.845822334289551, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "probability": 0.00491122214129887 }, { "score": 6.201679706573486, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment", "probability": 0.0009487406472732425 }, { "score": 5.496579170227051, "text": "No Lender Liability. Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment).", "probability": 0.00046873376141425124 }, { "score": 5.455761432647705, "text": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations: (i) the Indemnifying Party shall [\u2026***\u2026] for such claims until the [\u2026***\u2026] of the [\u2026***\u2026] shall [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], in which case the Indemnifying Party shall be liable only for the [\u2026***\u2026] of the [\u2026 ***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026],", "probability": 0.000449986326518806 }, { "score": 5.405672073364258, "text": "Notwithstanding the above provisions of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation or (ii) any claim for breach of any agreement or covenant contained herein.", "probability": 0.00042800198674795815 }, { "score": 5.2713212966918945, "text": "In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V", "probability": 0.00037419500333819785 }, { "score": 4.688072681427002, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment", "probability": 0.000208831654299249 }, { "score": 4.588240146636963, "text": "Section 4.09 No Lender Liability. Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment).", "probability": 0.00018899034153760575 }, { "score": 4.175383567810059, "text": "In", "probability": 0.0001250657165997593 }, { "score": 3.989741802215576, "text": "No Lender Liability. Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "probability": 0.00010387596741120311 }, { "score": 3.9783191680908203, "text": "\"Environmental Claim\" shall mean any claim, action, cause of action, suit, investigation or proceeding by any Person alleging liability (including liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, fines or penalties) for any Losses arising from (a) presence or Release of any Hazardous Substance at any location, whether or not owned or operated by the Company or any Subsidiaries, or (b) circumstances forming the basis of noncompliance with or liability under any Environmental Laws.", "probability": 0.00010269618120205974 }, { "score": 3.968299150466919, "text": "Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 0.00010167230186750327 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.138299942016602, "probability": 0.9999696607297746 }, { "score": 1.6040409803390503, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 2.660824836304307e-05 }, { "score": -2.250513792037964, "text": "(", "probability": 5.63643389366032e-07 }, { "score": -2.465975522994995, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "probability": 4.5439189575621034e-07 }, { "score": -2.8147974014282227, "text": "(x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 3.2058201920301373e-07 }, { "score": -3.0465002059936523, "text": "Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement, Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the \"Settlement\") to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period and in no event later than the Settlement Date.", "probability": 2.5427982890457564e-07 }, { "score": -3.063964605331421, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options", "probability": 2.4987753800509694e-07 }, { "score": -3.1303179264068604, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 2.3383544203268405e-07 }, { "score": -3.1651368141174316, "text": "Severability", "probability": 2.258336668885461e-07 }, { "score": -3.2861294746398926, "text": "During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 2.0009776669031178e-07 }, { "score": -3.446965456008911, "text": "(c) Withdrawal of the Offer. Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 1.703695837240689e-07 }, { "score": -3.5894935131073, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year", "probability": 1.4773823747104999e-07 }, { "score": -3.681427240371704, "text": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company", "probability": 1.3476173791515006e-07 }, { "score": -3.694261074066162, "text": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations:", "probability": 1.3304327897730816e-07 }, { "score": -3.7057111263275146, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 1.3152861452172334e-07 }, { "score": -3.8157548904418945, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement. (d) Publication and Filing. Upon the commencement of the Offer, Acquiror shall publish a tender offer public notice and shall file a tender offer registration statement (the \"Tender Offer Registration Statement\") with the Kanto Local Finance Bureau, each in accordance with the terms and conditions set forth in this Section 2.02 and Article 27-3 of the FIEL. Acquiror shall file with the relevant Governmental Authorities, publish and/or mail to holders of the Target Securities as required by Law (i) a copy of the Tender Offer Registration Statement, (ii) a tender offer explanatory statement (the \"Tender Offer Explanatory Statement\") and (iii) each other document required under applicable Law to be so filed, published or mailed by it in connection with the Offer (collectively, the \"Offer Documents\"). (e) Settlement of the Offer. Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement, Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the \"Settlement\") to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period and in no event later than the Settlement Date.", "probability": 1.1782266613934657e-07 }, { "score": -3.8266024589538574, "text": "5\n\n\n\n\n\n(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "probability": 1.1655148377995587e-07 }, { "score": -3.9076952934265137, "text": "Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 1.074730654019039e-07 }, { "score": -4.046629428863525, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 9.353223407391262e-08 }, { "score": -4.258693695068359, "text": "(v) assisting in preparing of and, subject to the successful Squeeze-out, executing and delivering of any customary pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates and documents and assisting in preparing schedules (and providing necessary information relating thereto) as may be reasonably requested by Acquiror; (vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness;", "probability": 7.565941295074595e-08 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.858187675476074, "probability": 0.9970408550010896 }, { "score": 5.12361478805542, "text": "The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\").", "probability": 0.001185564295099124 }, { "score": 5.008872985839844, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 0.001057044765461114 }, { "score": 3.5734808444976807, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "probability": 0.0002515999170310436 }, { "score": 3.503990650177002, "text": "The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\").", "probability": 0.00023470983363920096 }, { "score": 3.0393338203430176, "text": "The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\"). (b) Conditions to the Commencement of the Offer. Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 0.0001474800881252693 }, { "score": 1.0364348888397217, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company", "probability": 1.990148275792044e-05 }, { "score": 0.6341202259063721, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall", "probability": 1.3309520104124468e-05 }, { "score": 0.11745476722717285, "text": "During the Restricted Period", "probability": 7.939212728731489e-06 }, { "score": -0.15474677085876465, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company", "probability": 6.047304162155096e-06 }, { "score": -0.15696287155151367, "text": "The", "probability": 6.033917565713482e-06 }, { "score": -0.47851991653442383, "text": "Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:", "probability": 4.374706509553721e-06 }, { "score": -0.4833594560623169, "text": "Severability", "probability": 4.353586092247015e-06 }, { "score": -0.6518317461013794, "text": "Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 3.678582929302385e-06 }, { "score": -0.680473804473877, "text": "During", "probability": 3.5747153338817053e-06 }, { "score": -0.8408775329589844, "text": "The", "probability": 3.044941891121505e-06 }, { "score": -0.9110002517700195, "text": "The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period", "probability": 2.8387366134959435e-06 }, { "score": -1.0076273679733276, "text": "Acquiror agrees to commence the Offer on August 27, 2015 (the \"Launch Date\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I. The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\").", "probability": 2.5772733077119936e-06 }, { "score": -1.0182065963745117, "text": "During the Restricted Period,", "probability": 2.5501514617948533e-06 }, { "score": -1.0293197631835938, "text": "The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\"). (b) Conditions to the Commencement of the Offer. Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date: (i) The representations and warranties of the Company set forth in Section 3.01 shall be true and correct in all material respects; (ii) The Company shall have duly performed its obligations required to be performed by it prior to the Launch Date under this Agreement; (iii) The board of directors of the Company unanimously", "probability": 2.521968096490458e-06 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Insurance": [ { "text": "", "score": 12.161848068237305, "probability": 0.9999751899762299 }, { "score": 0.4247760772705078, "text": "Further Assurance", "probability": 7.9917819438097e-06 }, { "score": 0.27144289016723633, "text": "Further Assurance", "probability": 6.855701004479712e-06 }, { "score": -1.2851073741912842, "text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 1.4456084494240734e-06 }, { "score": -1.3202767372131348, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 1.3956509568706438e-06 }, { "score": -1.5595710277557373, "text": "The Company's Obligation 12 Section 4.02 Consummation of the Squeeze-out 15 Section 4.03 Applications and Consents; Governmental Communications and Filings 15 Section 4.04 Further Assurance", "probability": 1.0986329691657324e-06 }, { "score": -1.5995798110961914, "text": "Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications 16 Section 4.07 Confidentiality 16 Section 4.08 Public Announcement 17 Section 4.09 No Lender Liability", "probability": 1.0555456830211806e-06 }, { "score": -2.164015531539917, "text": "The Company's Obligation", "probability": 6.002687231317059e-07 }, { "score": -2.1742093563079834, "text": "The Company's Obligation 12 Section 4.02 Consummation of the Squeeze-out", "probability": 5.941807714293342e-07 }, { "score": -2.2304043769836426, "text": "Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications 16 Section 4.07 Confidentiality 16 Section 4.08 Public Announcement 17 Section 4.09 No Lender Liability 17 Section 4.10 Employees of Company 17 Section 4.11 Development Programs and Clinical Trials", "probability": 5.617116171183844e-07 }, { "score": -2.337061643600464, "text": "Further Assurance. Subject to the terms and conditions hereof, each Party covenants and agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, in good faith, all things applicable to it that are necessary, proper or desirable, or advisable under applicable Law to carry out the provisions contained in this Agreement and the transactions contemplated hereunder. Section 4.05 Access. During the Restricted Period, upon reasonable advance notice to the Company, the Company shall:", "probability": 5.048853202015936e-07 }, { "score": -2.511312484741211, "text": "Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications", "probability": 4.241471613358322e-07 }, { "score": -2.543980360031128, "text": "Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications 16 Section 4.07 Confidentiality 16 Section 4.08 Public Announcement 17 Section 4.09 No Lender Liability 17 Section 4.10 Employees of Company 17 Section 4.11 Development Programs and Clinical Trials 18\n\nARTICLE V INDEMNIFICATION\n\nSection 5.01 Indemnification by the Company 18 Section 5.02 Indemnification by Acquiror", "probability": 4.105150530868398e-07 }, { "score": -2.6128273010253906, "text": "Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications 16 Section 4.07 Confidentiality 16 Section 4.08 Public Announcement", "probability": 3.8320329984730267e-07 }, { "score": -2.844407558441162, "text": "Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications 16 Section 4.07 Confidentiality 16 Section 4.08 Public Announcement 17 Section 4.09 No Lender Liability 17 Section 4.10 Employees of Company", "probability": 3.0398714062516157e-07 }, { "score": -2.9596197605133057, "text": "Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications 16 Section 4.07 Confidentiality", "probability": 2.70906352347139e-07 }, { "score": -2.9829583168029785, "text": "Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not:", "probability": 2.6465699830408965e-07 }, { "score": -3.1188931465148926, "text": "Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications 16 Section 4.07 Confidentiality", "probability": 2.310189661883066e-07 }, { "score": -3.196765184402466, "text": "Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications 16 Section 4.07 Confidentiality 16 Section 4.08 Public Announcement 17 Section 4.09 No Lender Liability 17 Section 4.10 Employees of Company 17 Section 4.11 Development Programs and Clinical Trials 18\n\nARTICLE V INDEMNIFICATION\n\nSection 5.01 Indemnification by the Company 18 Section 5.02 Indemnification by Acquiror 18 Section 5.03 Indemnification Procedure 18 Section 5.04 Limitations 18\n\ni\n\n\n\n\n\nARTICLE VI TERMINATION\n\nSection 6.01 Termination 19 Section 6.02 Notice of Termination 19 Section 6.03 Effect of Termination 19\n\nARTICLE VII GUARANTEE", "probability": 2.137116708282826e-07 }, { "score": -3.243715763092041, "text": "Further Assurance 15 Section 4.05 Access", "probability": 2.0390968909027223e-07 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": [ { "score": 12.320246696472168, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "probability": 0.5332113302245 }, { "text": "", "score": 12.076780319213867, "probability": 0.41798747179938767 }, { "score": 9.384315490722656, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment", "probability": 0.028303532829215904 }, { "score": 8.634367942810059, "text": "Notwithstanding the above provisions of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation or (ii) any claim for breach of any agreement or covenant contained herein.", "probability": 0.013370343516963541 }, { "score": 6.378620624542236, "text": "the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "probability": 0.0014011478108832474 }, { "score": 6.303477764129639, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise", "probability": 0.0012997200631222764 }, { "score": 5.959006309509277, "text": "and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "probability": 0.0009209748508966484 }, { "score": 5.740161418914795, "text": "Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement.", "probability": 0.0007399538645018208 }, { "score": 5.668502330780029, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise,", "probability": 0.0006887847072520959 }, { "score": 5.236929416656494, "text": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations: (i) the Indemnifying Party shall [\u2026***\u2026] for such claims until the [\u2026***\u2026] of the [\u2026***\u2026] shall [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], in which case the Indemnifying Party shall be liable only for the [\u2026***\u2026] of the [\u2026 ***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], and (ii) the Indemnifying Party's [\u2026***\u2026] for [\u2026 ***\u2026] shall not [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026].", "probability": 0.0004473565093186388 }, { "score": 4.727991104125977, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby", "probability": 0.0002689209645094499 }, { "score": 4.684055328369141, "text": "Notwithstanding", "probability": 0.00025736150955219233 }, { "score": 4.574038505554199, "text": "if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "probability": 0.0002305493468466768 }, { "score": 4.3458170890808105, "text": "Notwithstanding the above provisions of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation or (ii) any claim for breach of any agreement or covenant contained herein.", "probability": 0.00018350529252061094 }, { "score": 4.175586223602295, "text": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations: (i) the Indemnifying Party shall [\u2026***\u2026] for such claims until the [\u2026***\u2026] of the [\u2026***\u2026] shall [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], in which case the Indemnifying Party shall be liable only for the [\u2026***\u2026] of the [\u2026 ***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], and (ii) the Indemnifying Party's [\u2026***\u2026] for [\u2026 ***\u2026] shall not [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026]. Notwithstanding the above provisions of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation or (ii) any claim for breach of any agreement or covenant contained herein.", "probability": 0.00015478122119302152 }, { "score": 4.143131256103516, "text": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations:", "probability": 0.00014983844437515084 }, { "score": 3.8570830821990967, "text": "Notwithstanding the above provisions of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation or (ii) any claim for breach of any agreement or covenant contained herein.\n\n18\n\n\n\n\n\nARTICLE VI\n\nTERMINATION Section 6.01 Termination. This Agreement may be terminated prior to the end of the Offer Period by Acquiror if a condition for withdrawal of the Offer has occurred. This Agreement shall be automatically terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold. This Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement. Section 6.03 Effect of Termination. In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V.", "probability": 0.00011256259898018785 }, { "score": 3.713181495666504, "text": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and", "probability": 9.747616784229002e-05 }, { "score": 3.7122957706451416, "text": "Section 4.09 No Lender Liability. Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "probability": 9.738986898561578e-05 }, { "score": 3.477358341217041, "text": "Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "probability": 7.699840915296137e-05 } ], "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": [ { "score": 14.290800094604492, "text": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13.", "probability": 0.4603686631677848 }, { "score": 13.443445205688477, "text": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13.", "probability": 0.19728960418663571 }, { "score": 13.12971305847168, "text": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13. Nothing in this Agreement shall be construed to create a right in any employee to employment with Acquiror or the Company or any of their respective Affiliates or successors. No current or former employee or any other individual associated with the Company shall be regarded as a third party beneficiary of this Agreement or have a right to enforce any provisions hereof.", "probability": 0.14416241905054186 }, { "score": 12.892742156982422, "text": "No current or former employee or any other individual associated with the Company shall be regarded as a third party beneficiary of this Agreement or have a right to enforce any provisions hereof.", "probability": 0.11374620248736106 }, { "text": "", "score": 12.129711151123047, "probability": 0.053034289003261535 }, { "score": 10.083325386047363, "text": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13", "probability": 0.006852084425042298 }, { "score": 9.961552619934082, "text": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13", "probability": 0.006066489705092418 }, { "score": 9.335718154907227, "text": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13. Nothing in this Agreement shall be construed to create a right in any employee to employment with Acquiror or the Company or any of their respective Affiliates or successors. No current or former employee or any other individual associated with the Company shall be regarded as a third party beneficiary of this Agreement or have a right to enforce any provisions hereof", "probability": 0.0032444494361365977 }, { "score": 9.098747253417969, "text": "No current or former employee or any other individual associated with the Company shall be regarded as a third party beneficiary of this Agreement or have a right to enforce any provisions hereof", "probability": 0.002559916828208987 }, { "score": 8.983253479003906, "text": "Section 8.13 Third-party Beneficiaries. It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13.", "probability": 0.002280696764096781 }, { "score": 8.66952133178711, "text": "Section 8.13 Third-party Beneficiaries. It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13. Nothing in this Agreement shall be construed to create a right in any employee to employment with Acquiror or the Company or any of their respective Affiliates or successors. No current or former employee or any other individual associated with the Company shall be regarded as a third party beneficiary of this Agreement or have a right to enforce any provisions hereof.", "probability": 0.0016665387108886858 }, { "score": 8.482831001281738, "text": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13. Nothing in this Agreement shall be construed to create a right in any employee to employment with Acquiror or the Company or any of their respective Affiliates or successors. No current or former employee or any other individual associated with the Company shall be regarded as a third party beneficiary of this Agreement or have a right to enforce any provisions hereof. [remainder of page intentionally left blank]", "probability": 0.0013827282176471403 }, { "score": 8.393877029418945, "text": "Third-party Beneficiaries. It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13.", "probability": 0.0012650410155123815 }, { "score": 8.359975814819336, "text": "Third-party Beneficiaries. It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13.", "probability": 0.0012228733938632595 }, { "score": 8.245861053466797, "text": "No current or former employee or any other individual associated with the Company shall be regarded as a third party beneficiary of this Agreement or have a right to enforce any provisions hereof. [remainder of page intentionally left blank]", "probability": 0.0010909933036597189 }, { "score": 8.180211067199707, "text": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13. Nothing in this Agreement shall be construed to create a right in any employee to employment with Acquiror or the Company or any of their respective Affiliates or successors.", "probability": 0.0010216700402610355 }, { "score": 8.080143928527832, "text": "Third-party Beneficiaries. It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13. Nothing in this Agreement shall be construed to create a right in any employee to employment with Acquiror or the Company or any of their respective Affiliates or successors. No current or former employee or any other individual associated with the Company shall be regarded as a third party beneficiary of this Agreement or have a right to enforce any provisions hereof.", "probability": 0.0009243832173695502 }, { "score": 8.019632339477539, "text": "Nothing in this Agreement shall be construed to create a right in any employee to employment with Acquiror or the Company or any of their respective Affiliates or successors. No current or former employee or any other individual associated with the Company shall be regarded as a third party beneficiary of this Agreement or have a right to enforce any provisions hereof.", "probability": 0.0008701060789336046 }, { "score": 7.642474174499512, "text": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13. Nothing in this Agreement shall be construed to create a right in any employee to employment with Acquiror or the Company or any of their respective Affiliates or successors.", "probability": 0.0005967253570179355 }, { "score": 7.120668888092041, "text": "Section 8.13 Third-party Beneficiaries. It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13.", "probability": 0.0003541256106849659 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Document Name": [ { "score": 13.933244705200195, "text": "GAS TRANSPORTATION AGREEMENT", "probability": 0.10213017524336898 }, { "score": 13.88254165649414, "text": "GAS TRANSPORTATION AGREEMENT", "probability": 0.09708095118570556 }, { "score": 13.866090774536133, "text": "GAS TRANSPORTATION AGREEMENT", "probability": 0.09549694875910289 }, { "score": 13.852482795715332, "text": "GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT", "probability": 0.094206230255531 }, { "score": 13.707098007202148, "text": "GAS TRANSPORTATION AGREEMENT", "probability": 0.08145913874879035 }, { "score": 13.649816513061523, "text": "ATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT", "probability": 0.07692416260878429 }, { "score": 13.468974113464355, "text": "GAS TRANSPORTATION AGREEMENT", "probability": 0.06419835810869935 }, { "score": 13.354270935058594, "text": "GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT", "probability": 0.05724123082457641 }, { "score": 13.303621292114258, "text": "GAS TRANSPORTATION AGREEMENT", "probability": 0.05441418178085114 }, { "score": 12.987117767333984, "text": "ATION AGREEMENT", "probability": 0.03965120305978885 }, { "score": 12.968015670776367, "text": "GAS TRANSPORTATION AGREEMENT", "probability": 0.03890097027245778 }, { "score": 12.939559936523438, "text": "RATE FT-A AGREEMENT BETWEEN LG&E AND TENNESSEE GAS PIPELINE COMPANY\n\n\n\n\n\n Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT", "probability": 0.03780961588616342 }, { "score": 12.806480407714844, "text": "GAS TRANSPORTATION AGREEMENT", "probability": 0.0330983664760515 }, { "score": 12.653757095336914, "text": "RATE FT-A AGREEMENT", "probability": 0.028410551777119174 }, { "score": 12.580476760864258, "text": "FT-A AGREEMENT BETWEEN LG&E AND TENNESSEE GAS PIPELINE COMPANY\n\n\n\n\n\n Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT", "probability": 0.02640306978528451 }, { "score": 12.294673919677734, "text": "FT-A AGREEMENT", "probability": 0.01983955043257205 }, { "score": 12.126569747924805, "text": "GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule)", "probability": 0.016769693017283305 }, { "score": 12.006744384765625, "text": "EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT", "probability": 0.014875981122018003 }, { "score": 11.754655838012695, "text": "ATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B", "probability": 0.01156125429384945 }, { "score": 11.561269760131836, "text": "ATION AGREEMENT (For Use under FT-A Rate Schedule)", "probability": 0.009528366362002038 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Parties": [ { "score": 11.963251113891602, "text": "Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper", "probability": 0.08584845784503478 }, { "score": 11.938945770263672, "text": "Transporter", "probability": 0.08378703485533713 }, { "score": 11.89156723022461, "text": "Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper.\" Transporter and Shipper shall collectively be referred to herein as the \"Parties.\"", "probability": 0.0799098992146026 }, { "score": 11.76828384399414, "text": "Shipper", "probability": 0.07064139851793548 }, { "score": 11.703351974487305, "text": "TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper", "probability": 0.06620026622177982 }, { "score": 11.696599960327148, "text": "Shipper.\" Transporter and Shipper shall collectively be referred to herein as the \"Parties.\"", "probability": 0.0657547867212304 }, { "score": 11.679046630859375, "text": "TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter", "probability": 0.06461064243424461 }, { "score": 11.631668090820312, "text": "TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper.\" Transporter and Shipper shall collectively be referred to herein as the \"Parties.\"", "probability": 0.06162086931498966 }, { "score": 11.525970458984375, "text": "LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper", "probability": 0.055440089481747695 }, { "text": "", "score": 11.522095680236816, "probability": 0.05522568705050459 }, { "score": 11.478238105773926, "text": "Transporter and Shipper shall collectively be referred to herein as the \"Parties.\"", "probability": 0.052855967280610636 }, { "score": 11.454288482666016, "text": "LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper.\" Transporter and Shipper shall collectively be referred to herein as the \"Parties.\"", "probability": 0.0516051251718324 }, { "score": 11.372526168823242, "text": "Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY", "probability": 0.047553656248481485 }, { "score": 11.112627029418945, "text": "TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY", "probability": 0.036670020434741595 }, { "score": 10.935245513916016, "text": "LOUISVILLE GAS AND ELECTRIC COMPANY", "probability": 0.03070968336273456 }, { "score": 10.754724502563477, "text": "TENNESSEE GAS PIPELINE COMPANY", "probability": 0.025637522794044392 }, { "score": 10.361265182495117, "text": "Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper.\"", "probability": 0.017298117705253906 }, { "score": 10.327865600585938, "text": "TENNESSEE GAS PIPELINE COMPANY\n\n\n\n\n\n Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of November, 2002, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper", "probability": 0.016729909583156965 }, { "score": 10.30356216430664, "text": "TENNESSEE GAS PIPELINE COMPANY\n\n\n\n\n\n Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of November, 2002, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter", "probability": 0.016328216326593682 }, { "score": 10.256183624267578, "text": "TENNESSEE GAS PIPELINE COMPANY\n\n\n\n\n\n Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of November, 2002, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper.\" Transporter and Shipper shall collectively be referred to herein as the \"Parties.\"", "probability": 0.015572649435143684 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Agreement Date": [ { "score": 15.075946807861328, "text": "July 29, 2002", "probability": 0.28082592252379046 }, { "score": 14.746150016784668, "text": "1st day of November, 2002", "probability": 0.20193345117544387 }, { "score": 14.402833938598633, "text": "July 29, 2002 5\n\n\n\n\n\nEXHIBIT \"A\" TO GAS TRANSPORTATION AGREEMENT DATED NOVEMBER 1, 2002", "probability": 0.14325440639670747 }, { "score": 13.89996337890625, "text": "July 29, 2002", "probability": 0.08663912952562902 }, { "score": 13.553996086120605, "text": "NOVEMBER 1, 2002, RATE FT-A AGREEMENT BETWEEN LG&E AND TENNESSEE GAS PIPELINE COMPANY\n\n\n\n\n\n Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of November, 2002", "probability": 0.061300270939733816 }, { "score": 13.426033020019531, "text": "November 1, 2002", "probability": 0.053937242604685916 }, { "score": 13.269479751586914, "text": "NOVEMBER 1, 2002", "probability": 0.046120979271542656 }, { "score": 13.105462074279785, "text": "1st day of November, 2002,", "probability": 0.039144121229254904 }, { "score": 12.695625305175781, "text": "NOVEMBER 1, 2002", "probability": 0.025982246604433774 }, { "score": 12.113945007324219, "text": "November 1, 2002", "probability": 0.014522993964360421 }, { "score": 11.913308143615723, "text": "NOVEMBER 1, 2002, RATE FT-A AGREEMENT BETWEEN LG&E AND TENNESSEE GAS PIPELINE COMPANY\n\n\n\n\n\n Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of November, 2002,", "probability": 0.011882851618112238 }, { "score": 11.80794906616211, "text": "October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.\n\n*NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6\n\n\n\n\n\n\n\n\n\n GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002", "probability": 0.01069458183728261 }, { "score": 11.331692695617676, "text": "October 31, 2012", "probability": 0.006642450006577079 }, { "text": "", "score": 10.937309265136719, "probability": 0.004477645910193282 }, { "score": 10.707879066467285, "text": "NOVEMBER 1, 2002,", "probability": 0.0035596678614887673 }, { "score": 10.557861328125, "text": "November 1, 2002", "probability": 0.00306378017494387 }, { "score": 10.497982025146484, "text": "the 1st day of November, 2002", "probability": 0.0028857077827766173 }, { "score": 10.00991439819336, "text": "DATED NOVEMBER 1, 2002", "probability": 0.001771280222884358 }, { "score": 9.217422485351562, "text": "DATED November 1, 2002", "probability": 0.0008018855893692531 }, { "score": 8.857294082641602, "text": "the 1st day of November, 2002,", "probability": 0.0005593847607896904 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Effective Date": [ { "score": 15.875502586364746, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.29348661317869945 }, { "score": 15.46197509765625, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.19408661694982132 }, { "score": 14.79792594909668, "text": "July 29, 2002", "probability": 0.09990856222946129 }, { "score": 14.713372230529785, "text": "1st day of November, 2002", "probability": 0.09180820488066477 }, { "score": 14.33316421508789, "text": "November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.06277102966531538 }, { "score": 13.727537155151367, "text": "July 29, 2002 5\n\n\n\n\n\nEXHIBIT \"A\" TO GAS TRANSPORTATION AGREEMENT DATED NOVEMBER 1, 2002", "probability": 0.03425616662815829 }, { "score": 13.699422836303711, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 0.03330649014320736 }, { "score": 13.624598503112793, "text": "November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.03090530784281636 }, { "score": 13.486079216003418, "text": "This contract shall be effective as of November 1, 2002", "probability": 0.026907596833131524 }, { "score": 13.230976104736328, "text": "NOVEMBER 1, 2002, RATE FT-A AGREEMENT BETWEEN LG&E AND TENNESSEE GAS PIPELINE COMPANY\n\n\n\n\n\n Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of November, 2002", "probability": 0.0208489908297806 }, { "score": 13.105963706970215, "text": "This contract shall be effective as of November 1, 2002", "probability": 0.0183989417221058 }, { "score": 13.078502655029297, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 0.01790056176577347 }, { "score": 13.027844429016113, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012", "probability": 0.017016336784105197 }, { "score": 12.89577865600586, "text": "1st day of November, 2002,", "probability": 0.014911132727648548 }, { "score": 12.52390193939209, "text": "NOVEMBER 1, 2002", "probability": 0.010280319921176704 }, { "score": 12.383646965026855, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012", "probability": 0.008935002299004268 }, { "score": 12.26690673828125, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 0.007950510807906376 }, { "score": 11.947929382324219, "text": "November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.0057791627728914505 }, { "score": 11.943740844726562, "text": "November 1, 2002", "probability": 0.005755007156004176 }, { "score": 11.75966739654541, "text": "Such termination shall become effective as of November 1, 2007", "probability": 0.004787444862327502 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Expiration Date": [ { "score": 15.1885986328125, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.928085869968658 }, { "score": 11.498046875, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012", "probability": 0.023163378138873373 }, { "text": "", "score": 11.462440490722656, "probability": 0.022353124695879235 }, { "score": 10.740585327148438, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 0.010860267600531243 }, { "score": 10.334088325500488, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 0.007232711160396879 }, { "score": 9.514166831970215, "text": "This contract shall be effective as of November 1, 2002", "probability": 0.003185765036286879 }, { "score": 8.769472122192383, "text": "Such termination shall become effective as of November 1, 2007", "probability": 0.0015128537232305607 }, { "score": 8.539307594299316, "text": "12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.0012018153703610998 }, { "score": 8.281448364257812, "text": "Such termination shall become effective as of November 1, 2007", "probability": 0.0009286475414889881 }, { "score": 7.553569316864014, "text": "November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.0004484737825030973 }, { "score": 6.737876892089844, "text": "July 29, 2002", "probability": 0.00019837472628475865 }, { "score": 6.582568168640137, "text": "November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.00016983868514014485 }, { "score": 6.445760726928711, "text": ".", "probability": 0.0001481227962138463 }, { "score": 6.423178672790527, "text": "This contract shall be effective as of November 1, 2002", "probability": 0.0001448153640672047 }, { "score": 5.817586898803711, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B", "probability": 7.903318327835982e-05 }, { "score": 5.576115608215332, "text": "This", "probability": 6.207830147154984e-05 }, { "score": 5.5745439529418945, "text": "and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 6.198081241134115e-05 }, { "score": 5.487299919128418, "text": "October 31, 2012.", "probability": 5.680252767726333e-05 }, { "score": 5.464303970336914, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 5.5511204169489106e-05 }, { "score": 5.370392799377441, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 5.053538107675616e-05 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Renewal Term": [ { "text": "", "score": 11.475322723388672, "probability": 0.9901453798283621 }, { "score": 6.428403377532959, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.00636575240525032 }, { "score": 5.327800273895264, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.0021176973255120812 }, { "score": 3.984370231628418, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012", "probability": 0.0005526111379815996 }, { "score": 3.7813901901245117, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.0004510934509608601 }, { "score": 3.021740436553955, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012", "probability": 0.0002110351638284521 }, { "score": 1.4848227500915527, "text": "This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 4.5381615874077564e-05 }, { "score": 0.5027663111686707, "text": "12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 1.699723438218732e-05 }, { "score": 0.3808426856994629, "text": "12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 1.5046223386819518e-05 }, { "score": 0.3099312484264374, "text": "51,000", "probability": 1.4016224965400655e-05 }, { "score": -0.1432018280029297, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement. 12.3 This", "probability": 8.909182694379558e-06 }, { "score": -0.21398496627807617, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "probability": 8.30036400590758e-06 }, { "score": -0.32050228118896484, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 7.461690932334411e-06 }, { "score": -0.3303356170654297, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 7.388677191841936e-06 }, { "score": -0.36003637313842773, "text": "This", "probability": 7.1724547720833686e-06 }, { "score": -0.4510054588317871, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter", "probability": 6.5487806854210194e-06 }, { "score": -0.5776339769363403, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 5.7698746700144955e-06 }, { "score": -0.7380443811416626, "text": "Shipper warrants the following: (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit \"A\" attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to receive or deliver gas as contemplated by this Agreement. (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. 3\n\n\n\n\n\n ARTICLE XII - TERM 12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 4.914745417023212e-06 }, { "score": -0.8612128496170044, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 4.34519869234683e-06 }, { "score": -0.9003510475158691, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff", "probability": 4.178420434918797e-06 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.743158340454102, "probability": 0.75766482704994 }, { "score": 9.608332633972168, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.08960538339386645 }, { "score": 8.821075439453125, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.040778631488226864 }, { "score": 8.593017578125, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 0.03246297940522106 }, { "score": 7.415068626403809, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.009995663941686205 }, { "score": 7.336013317108154, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.009235881709215028 }, { "score": 7.187010288238525, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.007957326327779327 }, { "score": 7.154695987701416, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.007704301077665709 }, { "score": 6.807701110839844, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.005445468950015817 }, { "score": 6.801339149475098, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.005410935055074171 }, { "score": 6.68265962600708, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.004805410125739029 }, { "score": 6.657474517822266, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.004685896648885516 }, { "score": 6.642287254333496, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 0.004615268384375559 }, { "score": 6.351085186004639, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.0034492884132118077 }, { "score": 6.335897922515869, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.0033972989493645 }, { "score": 6.329302787780762, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 0.003374967027021723 }, { "score": 6.211892127990723, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0030010880153903937 }, { "score": 6.175741195678711, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.0028945335123284517 }, { "score": 5.80603551864624, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 0.001999942210456845 }, { "score": 5.5282721519470215, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007", "probability": 0.0015149083145356305 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Governing Law": [ { "score": 14.353006362915039, "text": "THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 0.8948142114935463 }, { "text": "", "score": 12.155534744262695, "probability": 0.09939924252397737 }, { "score": 9.008339881896973, "text": "THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW", "probability": 0.004271434121911489 }, { "score": 7.5064544677734375, "text": "15.1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 0.0009512905112396768 }, { "score": 5.243533134460449, "text": ".", "probability": 9.897805533989278e-05 }, { "score": 5.109182357788086, "text": "THE", "probability": 8.653486407793223e-05 }, { "score": 4.943989276885986, "text": "THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 7.33582010006632e-05 }, { "score": 4.794736385345459, "text": "DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 6.318717878302635e-05 }, { "score": 4.557219505310059, "text": "WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 4.982837162638405e-05 }, { "score": 4.354706764221191, "text": "INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 4.069363907256833e-05 }, { "score": 4.105408191680908, "text": "GOVERNING CHOICE OF LAW.", "probability": 3.171447557983873e-05 }, { "score": 4.034032344818115, "text": "THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS,", "probability": 2.9529724691088068e-05 }, { "score": 3.2792489528656006, "text": "THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 1.3882290745126368e-05 }, { "score": 3.2439913749694824, "text": "THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 1.3401362794118605e-05 }, { "score": 3.120140552520752, "text": "LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 1.1840259901919398e-05 }, { "score": 3.0812759399414062, "text": "CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 1.1388920169300692e-05 }, { "score": 3.0498299598693848, "text": "THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW. 15.2 If any provision of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect. 15.3 Unless otherwise expressly provided in this Agreement or Transporter's FERC Gas Tariff, no modification of or supplement to the terms and provisions stated in this Agreement shall be or become effective until Shipper has submitted a request for change through PASSKEY and Shipper has been notified through PASSKEY of Transporter's agreement to such change.", "probability": 1.1036356814923654e-05 }, { "score": 2.912546157836914, "text": "1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 9.620643801841718e-06 }, { "score": 2.8957176208496094, "text": ".1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 9.460097113600741e-06 }, { "score": 2.8858180046081543, "text": "PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "probability": 9.366907812790476e-06 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Most Favored Nation": [ { "score": 12.74215316772461, "text": "Transporter and Shipper may agree to a specified discounted rate pursuant to the provisions of this Section 6.1 provided that the discounted rate is between the applicable maximum and minimum rates of this service.", "probability": 0.6440972547197436 }, { "text": "", "score": 11.945974349975586, "probability": 0.29051956214632557 }, { "score": 9.56948471069336, "text": "Transporter and Shipper may agree to a specified discounted rate pursuant to the provisions of this Section 6.1 provided that the discounted rate is between the applicable maximum and minimum rates of this service.", "probability": 0.026982304825475225 }, { "score": 8.929583549499512, "text": "Transporter and Shipper may agree that a specified discounted rate will apply only to specified volumes (MDQ, TQ, commodity volumes, Extended Receipt and Delivery Service Volumes or Authorized Overrun volumes) under the Agreement; that a specified discounted rate will apply only if specified volumes are achieved (with the maximum rates applicable to volumes above the specified volumes or to all volumes if the specified volumes are never achieved); that a specified discounted rate will apply only during specified periods of the year or over a specifically defined period of time; and/or that a specified discounted rate will apply only to specified points, zones, markets or other defined geographical area. Transporter and Shipper may agree to a specified discounted rate pursuant to the provisions of this Section 6.1 provided that the discounted rate is between the applicable maximum and minimum rates of this service.", "probability": 0.014228971222721808 }, { "score": 7.905518531799316, "text": "Transporter and Shipper may agree that a specified discounted rate will apply only to specified volumes (MDQ, TQ, commodity volumes, Extended Receipt and Delivery Service Volumes or Authorized Overrun volumes) under the Agreement; that a specified discounted rate will apply only if specified volumes are achieved (with the maximum rates applicable to volumes above the specified volumes or to all volumes if the specified volumes are never achieved); that a specified discounted rate will apply only during specified periods of the year or over a specifically defined period of time; and/or that a specified discounted rate will apply only to specified points, zones, markets or other defined geographical area.", "probability": 0.005110080182697597 }, { "score": 7.286779403686523, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.0027524074561620037 }, { "score": 7.273985385894775, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.002717417415084717 }, { "score": 7.186185359954834, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 0.0024890022405809425 }, { "score": 6.811762809753418, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.0017116526630045997 }, { "score": 6.678277969360352, "text": "Transporter and Shipper may agree that a specific discounted rate will apply only to certain volumes under the agreement. Transporter and Shipper may agree that a specified discounted rate will apply only to specified volumes (MDQ, TQ, commodity volumes, Extended Receipt and Delivery Service Volumes or Authorized Overrun volumes) under the Agreement; that a specified discounted rate will apply only if specified volumes are achieved (with the maximum rates applicable to volumes above the specified volumes or to all volumes if the specified volumes are never achieved); that a specified discounted rate will apply only during specified periods of the year or over a specifically defined period of time; and/or that a specified discounted rate will apply only to specified points, zones, markets or other defined geographical area. Transporter and Shipper may agree to a specified discounted rate pursuant to the provisions of this Section 6.1 provided that the discounted rate is between the applicable maximum and minimum rates of this service.", "probability": 0.0014977658028464593 }, { "score": 6.391661643981934, "text": "Transporter and Shipper may agree to a specified discounted rate pursuant to the provisions of this Section 6.1 provided that the discounted rate is between the applicable maximum and minimum rates of this service. 6.2 INCIDENTAL CHARGES - Shipper agreed to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules.", "probability": 0.0011245221699476087 }, { "score": 6.260179042816162, "text": "Transporter and Shipper may agree that a specific discounted rate will apply only to certain volumes under the agreement.", "probability": 0.0009859748877074353 }, { "score": 6.141571998596191, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.0008757002405316982 }, { "score": 6.090757846832275, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S)", "probability": 0.0008323139300601676 }, { "score": 5.997042179107666, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.0007578564757313113 }, { "score": 5.992700099945068, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0007545729367717367 }, { "score": 5.912496566772461, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S)", "probability": 0.0006964168541174089 }, { "score": 5.895716190338135, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III - POINT(S) OF RECEIPT AND DELIVERY The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit \"A\" attached hereto. ARTICLE IV 4.1 All facilities are in place to render the service provided for in this Agreement. 4.2 Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844.", "probability": 0.0006848282198994021 }, { "score": 5.833470344543457, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.0006435001030326309 }, { "score": 5.654212474822998, "text": "Transporter and Shipper may agree that a specific discounted rate will apply only to certain volumes under the agreement. Transporter and Shipper may agree that a specified discounted rate will apply only to specified volumes (MDQ, TQ, commodity volumes, Extended Receipt and Delivery Service Volumes or Authorized Overrun volumes) under the Agreement; that a specified discounted rate will apply only if specified volumes are achieved (with the maximum rates applicable to volumes above the specified volumes or to all volumes if the specified volumes are never achieved); that a specified discounted rate will apply only during specified periods of the year or over a specifically defined period of time; and/or that a specified discounted rate will apply only to specified points, zones, markets or other defined geographical area.", "probability": 0.0005378955075583123 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Compete": [ { "text": "", "score": 11.495978355407715, "probability": 0.9022744312184066 }, { "score": 8.688713073730469, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.054470182376020464 }, { "score": 7.50153923034668, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.01661788618296727 }, { "score": 7.269413471221924, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.013175431391424089 }, { "score": 6.054474830627441, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.003909522315085286 }, { "score": 5.507739067077637, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0022629729941477713 }, { "score": 5.414658546447754, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.00206184025625277 }, { "score": 5.377190589904785, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.0019860166628747435 }, { "score": 5.257438659667969, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.0017618757798646806 }, { "score": 3.801239013671875, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER", "probability": 0.00041072942259279884 }, { "score": 3.7353193759918213, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 0.00038452738963328274 }, { "score": 2.9363179206848145, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.00017295190767242517 }, { "score": 2.5481455326080322, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 0.00011731248393933231 }, { "score": 2.009799003601074, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 6.847677580475892e-05 }, { "score": 1.9666730165481567, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 6.558641993814575e-05 }, { "score": 1.950831413269043, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 6.455561227325482e-05 }, { "score": 1.7286145687103271, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 5.1692371298821725e-05 }, { "score": 1.714097499847412, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 5.0947370284246975e-05 }, { "score": 1.6771342754364014, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER", "probability": 4.9098570497367774e-05 }, { "score": 1.5666413307189941, "text": "ANY", "probability": 4.3962499021947825e-05 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Exclusivity": [ { "text": "", "score": 12.110161781311035, "probability": 0.9999703864128908 }, { "score": 0.5341928005218506, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 9.388748114095167e-06 }, { "score": 0.5156258344650269, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 9.216035879240066e-06 }, { "score": -1.086910367012024, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 1.8559724594873148e-06 }, { "score": -1.2080754041671753, "text": "Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 1.6441832534554183e-06 }, { "score": -1.3673909902572632, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 1.4020397945934415e-06 }, { "score": -1.4871031045913696, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 1.2438557836269027e-06 }, { "score": -1.7522234916687012, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 9.54178680413097e-07 }, { "score": -2.1373183727264404, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 6.492098894966146e-07 }, { "score": -2.1785616874694824, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter. ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's.", "probability": 6.229789649799416e-07 }, { "score": -2.238983631134033, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 5.864519924720855e-07 }, { "score": -2.515925884246826, "text": "Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 4.445882430787384e-07 }, { "score": -2.8668301105499268, "text": "In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's.", "probability": 3.1301287724755134e-07 }, { "score": -2.8690619468688965, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 3.1231506273334997e-07 }, { "score": -2.899742364883423, "text": "In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's.", "probability": 3.028786035039057e-07 }, { "score": -3.3547773361206055, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III - POINT(S) OF RECEIPT AND DELIVERY The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit \"A\" attached hereto. ARTICLE IV 4.1 All facilities are in place to render the service provided for in this Agreement.", "probability": 1.9215399454762884e-07 }, { "score": -3.635240316390991, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 1.4515964332401574e-07 }, { "score": -3.6700005531311035, "text": "Sh", "probability": 1.4020054872679506e-07 }, { "score": -3.9819235801696777, "text": "Trans", "probability": 1.0263211150901621e-07 }, { "score": -4.038454055786133, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such", "probability": 9.699121290809436e-08 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.062322616577148, "probability": 0.9995667698676706 }, { "score": 3.162360668182373, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.00013633502635724445 }, { "score": 2.76550030708313, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 9.167547767467994e-05 }, { "score": 2.549898386001587, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 7.389557909658714e-05 }, { "score": 2.3143882751464844, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 5.838989783128463e-05 }, { "score": 1.389197587966919, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 2.314901440552207e-05 }, { "score": 1.2454599142074585, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 2.0049706827803126e-05 }, { "score": 0.4588048458099365, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 9.129943107372635e-06 }, { "score": -0.20897531509399414, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 4.682252522149375e-06 }, { "score": -0.4600560665130615, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 3.6426030542781855e-06 }, { "score": -0.9226276874542236, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 2.293609849524563e-06 }, { "score": -1.3140716552734375, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 1.5506635903358664e-06 }, { "score": -1.3370885848999023, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 1.5153796967590334e-06 }, { "score": -1.4931244850158691, "text": "SHIPPER:\n\n\n\nNOTICES: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply\n\nBILLING: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply or such other address as either Party shall designate by formal written notice to the other. 4\n\n\n\n\n\n ARTICLE XIV - ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 1.296450482905702e-06 }, { "score": -1.5134137868881226, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 1.2704114577697716e-06 }, { "score": -1.6658015251159668, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 1.0908455094288376e-06 }, { "score": -1.76449453830719, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 9.883287230603882e-07 }, { "score": -1.8636388778686523, "text": "TRANSPORTER: Tennessee Gas Pipeline Company P. O. Box 2511 Houston, Texas 77252-2511\n\nAttention: Director, Transportation Control\n\nSHIPPER:\n\n\n\nNOTICES: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply\n\nBILLING: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply or such other address as either Party shall designate by formal written notice to the other. 4\n\n\n\n\n\n ARTICLE XIV - ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 8.950423347000268e-07 }, { "score": -2.0871400833129883, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 7.157778210807124e-07 }, { "score": -2.162044048309326, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 6.641219870611266e-07 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.836282730102539, "probability": 0.8252380411381111 }, { "score": 9.274517059326172, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.06368227132251056 }, { "score": 8.750565528869629, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.03771110744304923 }, { "score": 8.663270950317383, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.034558726684739534 }, { "score": 7.815567970275879, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.01480488390037353 }, { "score": 7.215740203857422, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.008126492089857261 }, { "score": 6.547431945800781, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.004165436596135832 }, { "score": 6.109676837921143, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.0026887219985574297 }, { "score": 5.9921393394470215, "text": "FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0023905620096328845 }, { "score": 5.68021821975708, "text": "FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.0017499852670719383 }, { "score": 4.927716255187988, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 0.0008245688828418051 }, { "score": 4.662858486175537, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.0006327041368159933 }, { "score": 4.636300086975098, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER", "probability": 0.000616121703899373 }, { "score": 4.443154811859131, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 0.0005079074470677158 }, { "score": 4.387601852416992, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.00048046110621187253 }, { "score": 4.333551406860352, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.00045518131549649403 }, { "score": 4.09764289855957, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.0003595262982816813 }, { "score": 4.075680732727051, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.00035171639718351553 }, { "score": 4.050899505615234, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.00034310754281384036 }, { "score": 3.957385540008545, "text": "Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto.", "probability": 0.0003124767193488171 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.167574882507324, "probability": 0.9987466247141499 }, { "score": 5.2189202308654785, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0009587225726864668 }, { "score": 3.3255324363708496, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.00014434610899732864 }, { "score": 1.9680895805358887, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 3.714284275427507e-05 }, { "score": 1.7822530269622803, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 3.0843762472224135e-05 }, { "score": 1.609544038772583, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 2.5951399863797113e-05 }, { "score": 1.3745076656341553, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 2.0515674006355227e-05 }, { "score": 0.8724156022071838, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 1.2417380149937543e-05 }, { "score": -0.0740729570388794, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 4.8192029773850235e-06 }, { "score": -0.11113476753234863, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 4.6438638523215255e-06 }, { "score": -0.2838437557220459, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 3.907265459366601e-06 }, { "score": -0.6206393241882324, "text": "Sh", "probability": 2.790001657310272e-06 }, { "score": -0.8064913749694824, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such", "probability": 2.316807450517832e-06 }, { "score": -1.4851012229919434, "text": "Shipper", "probability": 1.1753668258034152e-06 }, { "score": -1.577651858329773, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 1.0714679838205416e-06 }, { "score": -1.746872901916504, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER", "probability": 9.046642596940834e-07 }, { "score": -2.231903553009033, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 5.569821763326184e-07 }, { "score": -2.4486069679260254, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.4846463429750376e-07 }, { "score": -2.5140271186828613, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Sh", "probability": 4.200650895288144e-07 }, { "score": -2.610607624053955, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding", "probability": 3.8139255354327555e-07 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.678560256958008, "probability": 0.999936292973635 }, { "score": 0.9157902002334595, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 2.117194152700218e-05 }, { "score": 0.41376030445098877, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 1.2815391332317832e-05 }, { "score": 0.26829075813293457, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 1.1080395216957065e-05 }, { "score": -0.7485718727111816, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.008089601672302e-06 }, { "score": -1.385198712348938, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 2.120576275055062e-06 }, { "score": -1.6194555759429932, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 1.6777120932630581e-06 }, { "score": -1.6251698732376099, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 1.6681524868166323e-06 }, { "score": -1.8256773948669434, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 1.3650747609769381e-06 }, { "score": -1.8605320453643799, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 1.3183151853272398e-06 }, { "score": -1.8781499862670898, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 1.2952925871868705e-06 }, { "score": -2.1876182556152344, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 9.505336990435578e-07 }, { "score": -2.3801798820495605, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 7.840415284294701e-07 }, { "score": -2.509477138519287, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 6.889472669224865e-07 }, { "score": -2.7426986694335938, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 5.456311519048302e-07 }, { "score": -2.825754404067993, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 5.021442690074674e-07 }, { "score": -2.938462018966675, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER", "probability": 4.486216364458701e-07 }, { "score": -2.9652082920074463, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 4.367817222656286e-07 }, { "score": -2.982719898223877, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 4.291995544701322e-07 }, { "score": -3.0527162551879883, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.0018446997806835e-07 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Termination For Convenience": [ { "score": 12.38071060180664, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.20536466728598946 }, { "score": 12.304853439331055, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.19036249086041773 }, { "score": 11.867036819458008, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.12286835298953457 }, { "score": 11.732887268066406, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.10744337127155161 }, { "score": 11.690053939819336, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.10293838461952075 }, { "text": "", "score": 11.547416687011719, "probability": 0.08925463471104798 }, { "score": 10.982511520385742, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.05073358829239026 }, { "score": 10.880106925964355, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.04579539717922463 }, { "score": 10.650981903076172, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.03641783273257605 }, { "score": 9.610772132873535, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.012869353596040732 }, { "score": 9.205486297607422, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.008581107285633396 }, { "score": 8.953217506408691, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.006667827990192679 }, { "score": 8.540952682495117, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates", "probability": 0.004415094968883245 }, { "score": 8.525941848754883, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.004349315648717121 }, { "score": 8.062506675720215, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 0.0027362362304053285 }, { "score": 8.032089233398438, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.0026542599967794766 }, { "score": 7.839352130889893, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0021889649197708704 }, { "score": 7.653079986572266, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.001816945234616574 }, { "score": 7.367448329925537, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.0013655059123945782 }, { "score": 7.2186102867126465, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates", "probability": 0.0011766682743131207 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.172323226928711, "probability": 0.9955163529923187 }, { "score": 6.072657108306885, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.002233557110992136 }, { "score": 5.715394020080566, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0015625706903587132 }, { "score": 2.774127721786499, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 8.250190006139895e-05 }, { "score": 2.7580082416534424, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 8.118267351077577e-05 }, { "score": 2.4697885513305664, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 6.08542799886043e-05 }, { "score": 2.2973406314849854, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 5.121509095447263e-05 }, { "score": 2.253065586090088, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 4.899700571695749e-05 }, { "score": 2.2411117553710938, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 4.8414790588331754e-05 }, { "score": 2.173722505569458, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.525965908939735e-05 }, { "score": 2.028895378112793, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 3.915738274219205e-05 }, { "score": 2.0127758979797363, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 3.8531246144998895e-05 }, { "score": 1.8959572315216064, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 3.42830421465734e-05 }, { "score": 1.766278624534607, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 3.0113459367305822e-05 }, { "score": 1.680537462234497, "text": "BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 2.7639089710142324e-05 }, { "score": 1.538693904876709, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 2.398401357141387e-05 }, { "score": 1.4512934684753418, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 2.197679383181708e-05 }, { "score": 1.3413879871368408, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 1.968942302887862e-05 }, { "score": 1.3334006071090698, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 1.9532782530993043e-05 }, { "score": 1.013602375984192, "text": "Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 1.4186573346443264e-05 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Change Of Control": [ { "text": "", "score": 12.247570037841797, "probability": 0.9546532660950562 }, { "score": 8.70161247253418, "text": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement.", "probability": 0.027533147352788948 }, { "score": 8.214729309082031, "text": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement.", "probability": 0.01692018814238472 }, { "score": 3.5989768505096436, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.00016742078165573246 }, { "score": 3.385810613632202, "text": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto", "probability": 0.00013527964185810828 }, { "score": 3.280696392059326, "text": "14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement.", "probability": 0.00012178166808341975 }, { "score": 3.032907724380493, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 9.505362137786094e-05 }, { "score": 2.632807493209839, "text": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement. ARTICLE XV - MISCELLANEOUS 15.1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW. 15.2 If any provision of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect.", "probability": 6.370996181377206e-05 }, { "score": 2.445119857788086, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 5.280750397384216e-05 }, { "score": 2.2734875679016113, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.4479170967331816e-05 }, { "score": 2.1994481086730957, "text": "Any", "probability": 4.1304917150566643e-05 }, { "score": 2.0433080196380615, "text": "14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement.", "probability": 3.53338512438275e-05 }, { "score": 1.945685625076294, "text": "Any", "probability": 3.2047496520115564e-05 }, { "score": 1.6830201148986816, "text": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement", "probability": 2.4644495233278092e-05 }, { "score": 1.2862653732299805, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 1.6573396955138033e-05 }, { "score": 1.1710468530654907, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 1.476973709729763e-05 }, { "score": 1.0847373008728027, "text": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement", "probability": 1.3548430961417321e-05 }, { "score": 0.957984209060669, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 1.1935505968942083e-05 }, { "score": 0.9143586158752441, "text": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement. ARTICLE XV - MISCELLANEOUS 15.1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW. 15.2 If any provision of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect. 15.3 Unless", "probability": 1.1426006845497109e-05 }, { "score": 0.9016947746276855, "text": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement. ARTICLE XV - MISCELLANEOUS 15.1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW. 15.2 If any provision of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect. 15.3 Unless otherwise expressly provided in this Agreement or Transporter's FERC Gas Tariff, no modification of or supplement to the terms and provisions stated in this Agreement shall be or become effective until Shipper has submitted a request for change through PASSKEY and Shipper has been notified through PASSKEY of Transporter's agreement to", "probability": 1.128222206412785e-05 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Anti-Assignment": [ { "score": 13.123820304870605, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.3262889147242186 }, { "score": 13.000141143798828, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.28832954207374845 }, { "score": 12.379188537597656, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.15495758946102595 }, { "text": "", "score": 11.987946510314941, "probability": 0.10478487467138434 }, { "score": 11.579145431518555, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.06962393187522348 }, { "score": 10.193793296813965, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.017422391074604793 }, { "score": 10.076868057250977, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 0.015499859862453506 }, { "score": 8.91076374053955, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff", "probability": 0.004829421392817699 }, { "score": 8.787084579467773, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff", "probability": 0.004267582488510869 }, { "score": 8.69151496887207, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 0.0038786140816450777 }, { "score": 8.536511421203613, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 0.0033216921828390276 }, { "score": 8.008654594421387, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff", "probability": 0.0019593592762424403 }, { "score": 7.43606424331665, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness.", "probability": 0.0011052009446710402 }, { "score": 7.397636413574219, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder,", "probability": 0.0010635361419784996 }, { "score": 7.208611011505127, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff", "probability": 0.0008803585045003849 }, { "score": 6.597593307495117, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder,", "probability": 0.0004778569939910758 }, { "score": 6.412874698638916, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder,", "probability": 0.00039726076470937815 }, { "score": 6.2891950607299805, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder,", "probability": 0.00035104459448601885 }, { "score": 6.18824577331543, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder", "probability": 0.0003173368975384166 }, { "score": 5.923940658569336, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder", "probability": 0.00024363199341083077 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 11.89335823059082, "probability": 0.8799634321034865 }, { "score": 8.697548866271973, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.036019879265280476 }, { "score": 8.321893692016602, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.02473986261031511 }, { "score": 7.222689628601074, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.008241742171810182 }, { "score": 7.1095380783081055, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.007360001966279367 }, { "score": 6.948246479034424, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.006263684565030071 }, { "score": 6.847034454345703, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.005660751039683871 }, { "score": 6.650729179382324, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.00465178632140993 }, { "score": 6.489438056945801, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.003958876126458989 }, { "score": 6.413181781768799, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S)", "probability": 0.003668210362034656 }, { "score": 6.348593711853027, "text": "FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.0034387768229960985 }, { "score": 6.1058759689331055, "text": "AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.0026976960408497796 }, { "score": 6.05333137512207, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.0025596064001062457 }, { "score": 6.03624153137207, "text": "FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.0025162347892904997 }, { "score": 5.96306037902832, "text": "AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.002338670254690909 }, { "score": 5.718894004821777, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.0018320143998697223 }, { "score": 5.2081074714660645, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S)", "probability": 0.0010992516092783882 }, { "score": 5.152762413024902, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S)", "probability": 0.0010400663764383571 }, { "score": 5.127326965332031, "text": "BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.0010139454297662014 }, { "score": 5.046815872192383, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S)", "probability": 0.0009355113449245722 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Price Restrictions": [ { "score": 13.017070770263672, "text": "Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844.", "probability": 0.27129360434171323 }, { "score": 12.26338005065918, "text": "Transporter and Shipper may agree to a specified discounted rate pursuant to the provisions of this Section 6.1 provided that the discounted rate is between the applicable maximum and minimum rates of this service.", "probability": 0.12767793057457474 }, { "score": 11.756073951721191, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.07687685275591882 }, { "score": 11.678417205810547, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.0711327664467489 }, { "score": 11.575101852416992, "text": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 0.0641505540249131 }, { "score": 11.226907730102539, "text": "shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 0.04528784187148381 }, { "text": "", "score": 11.097021102905273, "probability": 0.03977155578076075 }, { "score": 10.865689277648926, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.03155778004278523 }, { "score": 10.86069393157959, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.03140053109374355 }, { "score": 10.838042259216309, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.030697251847596214 }, { "score": 10.814868927001953, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.029994073195873265 }, { "score": 10.689282417297363, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00", "probability": 0.026454156520807213 }, { "score": 10.646392822265625, "text": "Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844", "probability": 0.025343535743702916 }, { "score": 10.627906799316406, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S)", "probability": 0.024879338361286075 }, { "score": 10.471940994262695, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.02128647446275454 }, { "score": 10.36219596862793, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.019074013208297113 }, { "score": 10.284538269042969, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.017648823854992328 }, { "score": 10.193800926208496, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.016117921687844917 }, { "score": 10.121877670288086, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.014999375175878052 }, { "score": 10.078010559082031, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth", "probability": 0.014355619008325412 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Minimum Commitment": [ { "score": 12.486271858215332, "text": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 0.12379828326482595 }, { "score": 12.454183578491211, "text": "Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844.", "probability": 0.11988886796872016 }, { "score": 12.123397827148438, "text": "In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s).", "probability": 0.08612325450069538 }, { "score": 12.07273006439209, "text": "Transporter shall be obligated to provide such minimum pressures only to the extent that capacity is reserved by Shipper and scheduled by Transporter at the Primary Delivery Point(s) described above. Such minimum pressure obligation is subject to the GT&C including, but not limited to, Article X - Excuse of Performances. In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s).", "probability": 0.08186828696497513 }, { "text": "", "score": 12.042491912841797, "probability": 0.07942979484299102 }, { "score": 12.01662826538086, "text": "shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 0.07740178948697984 }, { "score": 11.974174499511719, "text": "Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844. Transporter shall be obligated to provide such minimum pressures only to the extent that capacity is reserved by Shipper and scheduled by Transporter at the Primary Delivery Point(s) described above.", "probability": 0.07418456683826484 }, { "score": 11.658151626586914, "text": "Transporter shall be obligated to provide such minimum pressures only to the extent that capacity is reserved by Shipper and scheduled by Transporter at the Primary Delivery Point(s) described above.", "probability": 0.05408372244296449 }, { "score": 11.401256561279297, "text": "Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844. Transporter shall be obligated to provide such minimum pressures only to the extent that capacity is reserved by Shipper and scheduled by Transporter at the Primary Delivery Point(s) described above. Such minimum pressure obligation is subject to the GT&C including, but not limited to, Article X - Excuse of Performances.", "probability": 0.04183102111453581 }, { "score": 11.375062942504883, "text": "Transporter shall be obligated to provide such minimum pressures only to the extent that capacity is reserved by Shipper and scheduled by Transporter at the Primary Delivery Point(s) described above.", "probability": 0.04074954106599422 }, { "score": 11.185985565185547, "text": "Transporter shall be obligated to provide such minimum pressures only to the extent that capacity is reserved by Shipper and scheduled by Transporter at the Primary Delivery Point(s) described above. Such minimum pressure obligation is subject to the GT&C including, but not limited to, Article X - Excuse of Performances.", "probability": 0.03372931026384617 }, { "score": 11.006298065185547, "text": "ARTICLE I - DEFINITIONS 1.1 TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 0.028181893580657442 }, { "score": 10.955194473266602, "text": "Such minimum pressure obligation is subject to the GT&C including, but not limited to, Article X - Excuse of Performances. In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s).", "probability": 0.026777878249434856 }, { "score": 10.802145004272461, "text": "Transporter shall be obligated to provide such minimum pressures only to the extent that capacity is reserved by Shipper and scheduled by Transporter at the Primary Delivery Point(s) described above. Such minimum pressure obligation is subject to the GT&C including, but not limited to, Article X - Excuse of Performances.", "probability": 0.022977756498269497 }, { "score": 10.800106048583984, "text": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms", "probability": 0.02293095360167967 }, { "score": 10.740694999694824, "text": "In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s). Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 0.021608281297776092 }, { "score": 10.690027236938477, "text": "Transporter shall be obligated to provide such minimum pressures only to the extent that capacity is reserved by Shipper and scheduled by Transporter at the Primary Delivery Point(s) described above. Such minimum pressure obligation is subject to the GT&C including, but not limited to, Article X - Excuse of Performances. In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s). Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 0.02054071208017289 }, { "score": 10.400737762451172, "text": "Such minimum pressure obligation is subject to the GT&C including, but not limited to, Article X - Excuse of Performances.", "probability": 0.015380791064621214 }, { "score": 10.330462455749512, "text": "shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms", "probability": 0.014337006916453765 }, { "score": 10.319189071655273, "text": "Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844", "probability": 0.014176287956141499 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Volume Restriction": [ { "score": 13.230010986328125, "text": "Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844.", "probability": 0.41108083781632276 }, { "score": 12.247037887573242, "text": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 0.1538251829686684 }, { "text": "", "score": 11.895864486694336, "probability": 0.10827165371605312 }, { "score": 11.472784042358398, "text": "shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 0.07092074151963061 }, { "score": 10.948966979980469, "text": "Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844", "probability": 0.04200320288292151 }, { "score": 10.716272354125977, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 0.03328314952479404 }, { "score": 10.324684143066406, "text": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms", "probability": 0.022498823919030065 }, { "score": 10.215145111083984, "text": "Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 0.020164507521686654 }, { "score": 10.014532089233398, "text": "shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms. Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II - TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 0.01649918496697982 }, { "score": 10.008394241333008, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.016398225632645924 }, { "score": 9.929119110107422, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.01514844679049241 }, { "score": 9.652219772338867, "text": "For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1.", "probability": 0.011484504211409357 }, { "score": 9.648186683654785, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.011438279464341065 }, { "score": 9.63319206237793, "text": "ARTICLE I - DEFINITIONS 1.1 TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 0.011268046276377211 }, { "score": 9.556158065795898, "text": "AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.010432615037984266 }, { "score": 9.550429344177246, "text": "shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms", "probability": 0.01037302035433606 }, { "score": 9.48770523071289, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.009742367181350867 }, { "score": 9.389134407043457, "text": "AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.00882786593160747 }, { "score": 9.312061309814453, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.00817303404709678 }, { "score": 9.311238288879395, "text": "Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II - TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 0.00816631023627115 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.217885971069336, "probability": 0.8242420749064467 }, { "score": 9.621782302856445, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.06145840464666954 }, { "score": 8.994510650634766, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.032821669297000415 }, { "score": 8.461992263793945, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.019270406163641656 }, { "score": 8.106882095336914, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.013510408538934196 }, { "score": 8.06998062133789, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.013020941125847545 }, { "score": 8.005535125732422, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness.", "probability": 0.012208267933280609 }, { "score": 7.273623466491699, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 0.005872037998427606 }, { "score": 6.967038154602051, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 0.00432156001011803 }, { "score": 6.881612300872803, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 0.0039677159306193525 }, { "score": 6.188290596008301, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff", "probability": 0.001983511764089084 }, { "score": 6.092926979064941, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff", "probability": 0.0018030961579337326 }, { "score": 5.737817287445068, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff", "probability": 0.0012641444678345825 }, { "score": 5.700915813446045, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff", "probability": 0.0012183458881206044 }, { "score": 5.561018943786621, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff", "probability": 0.0010592882705289966 }, { "score": 5.549495697021484, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement.", "probability": 0.0010471518899404838 }, { "score": 4.922224044799805, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement.", "probability": 0.0005592282004869456 }, { "score": 3.5509464740753174, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder,", "probability": 0.00014192234601626035 }, { "score": 3.465683937072754, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder,", "probability": 0.00013032319909325448 }, { "score": 3.1958367824554443, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder,", "probability": 9.95012649708916e-05 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.121383666992188, "probability": 0.9999974235501695 }, { "score": -1.5560587644577026, "text": "51,000", "probability": 1.1480508026081653e-06 }, { "score": -2.9048514366149902, "text": "Chevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 2.9798053240935456e-07 }, { "score": -3.2238450050354004, "text": "Total\n\n51,000", "probability": 2.1659615622858256e-07 }, { "score": -3.5461344718933105, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 1.56921412328161e-07 }, { "score": -3.6735448837280273, "text": "Ship Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 1.3814926206043117e-07 }, { "score": -3.8216187953948975, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 1.1913541628457509e-07 }, { "score": -4.327107906341553, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 7.186373002417583e-08 }, { "score": -4.504304885864258, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness.", "probability": 6.019412207736547e-08 }, { "score": -4.505023956298828, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 6.015085382217061e-08 }, { "score": -4.830883026123047, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement.", "probability": 4.3423317541861955e-08 }, { "score": -4.8344268798828125, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 4.326970400744852e-08 }, { "score": -5.02090311050415, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 3.590858785835985e-08 }, { "score": -5.083484649658203, "text": "Hancock\n\nMs\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241\n\nShip Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 3.3730246053466345e-08 }, { "score": -5.202532768249512, "text": "51,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTQ", "probability": 2.99445346443956e-08 }, { "score": -5.268167972564697, "text": "012241\n\nShip Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 2.8042230916653763e-08 }, { "score": -5.350306510925293, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 2.5830942178522364e-08 }, { "score": -5.409574031829834, "text": "Kiln Miss Exchange\n\nGulfstream\n\nHancock\n\nMs\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241", "probability": 2.434449051406171e-08 }, { "score": -5.430383205413818, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 2.3843136260296696e-08 }, { "score": -5.653744697570801, "text": "Gulfstream\n\nHancock\n\nMs\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241\n\nShip Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 1.9070352346638246e-08 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__License Grant": [ { "text": "", "score": 11.655710220336914, "probability": 0.9999928265271054 }, { "score": -1.997826337814331, "text": "For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.1758212343500563e-06 }, { "score": -2.1080193519592285, "text": "51,000", "probability": 1.0531375086832846e-06 }, { "score": -2.4376401901245117, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 7.574126771027296e-07 }, { "score": -2.5788135528564453, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 6.576907856527692e-07 }, { "score": -2.8636856079101562, "text": "Chevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 4.946561304488727e-07 }, { "score": -3.2059755325317383, "text": "GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 3.512762358180902e-07 }, { "score": -3.410604476928711, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 2.862724461185536e-07 }, { "score": -3.473836898803711, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.\n\n*NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6\n\n\n\n\n\n\n\n\n\n GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 2.6873117871662977e-07 }, { "score": -3.5210163593292236, "text": "November 1, 2007 through October 31, 2012", "probability": 2.563470226535299e-07 }, { "score": -3.5957446098327637, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 2.3788891791719812e-07 }, { "score": -3.6011624336242676, "text": "For Use under FT-A Rate Schedule)", "probability": 2.3660356273597638e-07 }, { "score": -3.6021060943603516, "text": "GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule)", "probability": 2.363803945578893e-07 }, { "score": -3.693180561065674, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 2.1580341597296341e-07 }, { "score": -3.7517385482788086, "text": "Ship Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 2.0352928371147124e-07 }, { "score": -3.765097141265869, "text": "Kiln Miss Exchange\n\nGulfstream\n\nHancock\n\nMs\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241\n\nShip Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 2.008284983588185e-07 }, { "score": -4.04727840423584, "text": "Total\n\n51,000", "probability": 1.5145219625322497e-07 }, { "score": -4.154416561126709, "text": "FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.3606488696393213e-07 }, { "score": -4.190222263336182, "text": "For Use under FT-A Rate Schedule)", "probability": 1.3127917726988018e-07 }, { "score": -4.2610931396484375, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.\n\n*NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6\n\n\n\n\n\n\n\n\n\n GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.222973413209854e-07 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.01380729675293, "probability": 0.9999760160334289 }, { "score": -0.04843437671661377, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 5.7733061166014595e-06 }, { "score": -0.31907784938812256, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 4.404388488286436e-06 }, { "score": -0.3472341299057007, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.282106866710649e-06 }, { "score": -0.9430617690086365, "text": "51,000", "probability": 2.359895900125952e-06 }, { "score": -1.1595487594604492, "text": "Ship Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 1.900525672221537e-06 }, { "score": -1.5986082553863525, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 1.2251594779082838e-06 }, { "score": -1.814851999282837, "text": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 9.869136582758355e-07 }, { "score": -2.5914738178253174, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.5393805141981735e-07 }, { "score": -2.663893938064575, "text": "Chevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 4.22225958692815e-07 }, { "score": -2.7427659034729004, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 3.9020359932963395e-07 }, { "score": -2.7651538848876953, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 3.8156479195612227e-07 }, { "score": -3.2997069358825684, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 2.2357068321633224e-07 }, { "score": -3.3111064434051514, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 2.2103655885815696e-07 }, { "score": -3.4845666885375977, "text": "Total\n\n51,000", "probability": 1.8583661382897386e-07 }, { "score": -3.4934792518615723, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.841876922144556e-07 }, { "score": -3.5703506469726562, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 1.7055944874912102e-07 }, { "score": -3.5958762168884277, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER", "probability": 1.6626091625272599e-07 }, { "score": -3.8360657691955566, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 1.3076068059289e-07 }, { "score": -3.909311294555664, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 1.2152539598403746e-07 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.06435775756836, "probability": 0.999996697656484 }, { "score": -1.716806411743164, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.0349396194333061e-06 }, { "score": -2.060184955596924, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 7.341547382364319e-07 }, { "score": -2.390449047088623, "text": "GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 5.276618959101414e-07 }, { "score": -3.4932541847229004, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.\n\n*NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6\n\n\n\n\n\n\n\n\n\n GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.7515137364775612e-07 }, { "score": -3.5006699562072754, "text": "For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.738572953107291e-07 }, { "score": -4.092586994171143, "text": "GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule)", "probability": 9.61892671016918e-08 }, { "score": -4.269845008850098, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.\n\n*NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6\n\n\n\n\n\n\n\n\n\n GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 8.056463392583465e-08 }, { "score": -4.580231189727783, "text": "FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 5.906707055400805e-08 }, { "score": -4.607316970825195, "text": "EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 5.748866547532339e-08 }, { "score": -4.682523727416992, "text": "Channel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723", "probability": 5.332370876433916e-08 }, { "score": -4.71354866027832, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 5.169474419889022e-08 }, { "score": -4.930583953857422, "text": "51,000", "probability": 4.160918029843113e-08 }, { "score": -5.061864852905273, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 3.64900610724684e-08 }, { "score": -5.164024353027344, "text": "November 1, 2007 through October 31, 2012", "probability": 3.294634812498878e-08 }, { "score": -5.195391654968262, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.\n\n*NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6\n\n\n\n\n\n\n\n\n\n GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule)", "probability": 3.192895000988317e-08 }, { "score": -5.202807903289795, "text": "For Use under FT-A Rate Schedule)", "probability": 3.169303287927639e-08 }, { "score": -5.257753372192383, "text": "Louisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306\n\nAgua Dulce\n\nChannel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723", "probability": 2.9998620726943886e-08 }, { "score": -5.300201892852783, "text": "Chevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 2.875187217277645e-08 }, { "score": -5.446753978729248, "text": "FT-A SERVICE PACKAGE: SERVICE PACKAGE TQ: 51,000 Dth METER\n\nMETER NAME\n\nINTERCONNECT PARTY NAME\n\nCOUNTY\n\nST\n\nZONE\n\nR/D\n\nLEG\n\nTOTAL-TQ\n\nBILLABLE-TQ 020844\n\nCalgary\n\nLouisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306\n\nAgua Dulce\n\nChannel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723", "probability": 2.4832438395423204e-08 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.168721199035645, "probability": 0.9999629554608103 }, { "score": 1.8477342128753662, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 3.2933373198924554e-05 }, { "score": -1.0938847064971924, "text": "51,000", "probability": 1.738230439946256e-06 }, { "score": -1.7993950843811035, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 8.584363256709347e-07 }, { "score": -2.3412585258483887, "text": "Either", "probability": 4.993209457400248e-07 }, { "score": -3.3037467002868652, "text": "Total\n\n51,000", "probability": 1.907113240625742e-07 }, { "score": -3.62068510055542, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 1.3890947918858784e-07 }, { "score": -4.174584865570068, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise", "probability": 7.983186432829218e-08 }, { "score": -4.347116470336914, "text": "Gas Pipeline Company P. O. Box 2511 Houston, Texas 77252-2511\n\nAttention: Director, Transportation Control\n\nSHIPPER:\n\n\n\nNOTICES: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply\n\nBILLING: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply or such other address as either Party shall designate by formal written notice to the other. 4\n\n\n\n\n\n ARTICLE XIV - ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 6.718104386199087e-08 }, { "score": -4.373503684997559, "text": "BILLING: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply or such other address as either Party shall designate by formal written notice to the other. 4\n\n\n\n\n\n ARTICLE XIV - ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 6.543150744645481e-08 }, { "score": -4.475246429443359, "text": "Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 5.910178714187335e-08 }, { "score": -4.522027492523193, "text": "Louisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306", "probability": 5.640061711289884e-08 }, { "score": -4.610294342041016, "text": "Louisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306\n\nAgua Dulce\n\nChannel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723\n\nKiln Miss Exchange\n\nGulfstream\n\nHancock\n\nMs\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241", "probability": 5.163569777537297e-08 }, { "score": -4.627912521362305, "text": "SHIPPER:\n\n\n\nNOTICES: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply\n\nBILLING: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply or such other address as either Party shall designate by formal written notice to the other. 4\n\n\n\n\n\n ARTICLE XIV - ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 5.073393780246251e-08 }, { "score": -4.734707832336426, "text": "14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 4.559507746430004e-08 }, { "score": -4.744709014892578, "text": "ARTICLE XIV - ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 4.514134548110331e-08 }, { "score": -4.783797740936279, "text": "Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated", "probability": 4.341086918271905e-08 }, { "score": -4.808144569396973, "text": "Transportation Control\n\nSHIPPER:\n\n\n\nNOTICES: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply\n\nBILLING: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply or such other address as either Party shall designate by formal written notice to the other. 4\n\n\n\n\n\n ARTICLE XIV - ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 4.236671470037418e-08 }, { "score": -4.867942810058594, "text": ".", "probability": 3.990752021196942e-08 }, { "score": -4.895585060119629, "text": "4\n\n\n\n\n\n ARTICLE XIV - ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 3.8819493589606426e-08 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.736982345581055, "probability": 0.9987224558330197 }, { "score": 4.0651140213012695, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 0.0004651518320190659 }, { "score": 3.381126880645752, "text": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 0.00023471610783764736 }, { "score": 2.7918362617492676, "text": "shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 0.00013020187273680766 }, { "score": 2.6201515197753906, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 0.0001096618314755178 }, { "score": 2.6132988929748535, "text": "Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 0.00010891292877611676 }, { "score": 2.3347511291503906, "text": "shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms. Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II - TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 8.243424791580646e-05 }, { "score": 1.6448582410812378, "text": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms. Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II - TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 4.135147502515665e-05 }, { "score": 0.9332070350646973, "text": "shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 2.029667108268015e-05 }, { "score": 0.5366174578666687, "text": "Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II - TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 1.3651744413514716e-05 }, { "score": 0.4561196267604828, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.2595876244689951e-05 }, { "score": 0.24331414699554443, "text": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "probability": 1.0181414989392234e-05 }, { "score": 0.10835843533277512, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 8.896058262634926e-06 }, { "score": 0.09459877014160156, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III - POINT(S) OF RECEIPT AND DELIVERY The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit \"A\" attached hereto.", "probability": 8.774489768334102e-06 }, { "score": -0.10942447185516357, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 7.155099931702324e-06 }, { "score": -0.35503721237182617, "text": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms. Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto.", "probability": 5.596898690627017e-06 }, { "score": -0.5109972953796387, "text": "shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms. Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto.", "probability": 4.7886692577998144e-06 }, { "score": -0.5526854991912842, "text": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms", "probability": 4.593142141430747e-06 }, { "score": -0.5675567388534546, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.525341810846047e-06 }, { "score": -0.6764451265335083, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.058464600733869e-06 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.061283111572266, "probability": 0.9999885824937934 }, { "score": 0.010340884327888489, "text": "51,000", "probability": 5.838984607523561e-06 }, { "score": -0.5880322456359863, "text": "Ship Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 3.2097202479880265e-06 }, { "score": -1.8705580234527588, "text": "Total\n\n51,000", "probability": 8.90170737620255e-07 }, { "score": -2.0254955291748047, "text": "Chevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 7.624033746094105e-07 }, { "score": -3.830073356628418, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.2544883060595188e-07 }, { "score": -3.8464014530181885, "text": "Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 1.2341712211262094e-07 }, { "score": -4.116250038146973, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 9.422836676675403e-08 }, { "score": -4.499523162841797, "text": "012241\n\nShip Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 6.422857113548322e-08 }, { "score": -4.711318016052246, "text": "Ms\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241\n\nShip Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 5.1969306866708793e-08 }, { "score": -4.77709436416626, "text": "November 1, 2007 through October 31, 2012", "probability": 4.8660954050992085e-08 }, { "score": -4.930283069610596, "text": "000", "probability": 4.174953185550339e-08 }, { "score": -5.076774597167969, "text": "Ship Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000", "probability": 3.606045049533183e-08 }, { "score": -5.221283912658691, "text": "4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 3.120840330170845e-08 }, { "score": -5.390554428100586, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 2.634864576903586e-08 }, { "score": -5.78481912612915, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 1.7763613534949953e-08 }, { "score": -5.791647911071777, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 1.764272287625454e-08 }, { "score": -5.908306121826172, "text": "Louisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306", "probability": 1.5700070236027598e-08 }, { "score": -6.269995212554932, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 1.0935081368940052e-08 }, { "score": -6.27637243270874, "text": "51", "probability": 1.0865567834792609e-08 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.228094100952148, "probability": 0.999995136675678 }, { "score": -0.5008077621459961, "text": "51,000", "probability": 2.964190069914928e-06 }, { "score": -2.001523733139038, "text": "Total\n\n51,000", "probability": 6.609268311301287e-07 }, { "score": -2.9539129734039307, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 2.549975403062812e-07 }, { "score": -3.610644817352295, "text": "Chevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 1.3222725291552099e-07 }, { "score": -3.695521831512451, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 1.2146729397413724e-07 }, { "score": -3.793767213821411, "text": "Ship Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 1.1010116872960152e-07 }, { "score": -4.025722980499268, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 8.730815676008458e-08 }, { "score": -4.094374179840088, "text": "Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844.", "probability": 8.151545978065542e-08 }, { "score": -4.466066360473633, "text": "This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 5.621032799589066e-08 }, { "score": -4.523924350738525, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 5.305040619795672e-08 }, { "score": -4.671864986419678, "text": "Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 4.5755037101422015e-08 }, { "score": -4.680331230163574, "text": "Louisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306", "probability": 4.536929898531873e-08 }, { "score": -4.6846208572387695, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.517509843376931e-08 }, { "score": -4.839446544647217, "text": "In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following:", "probability": 3.869538444789735e-08 }, { "score": -4.937099456787109, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 3.509530693128429e-08 }, { "score": -4.9526753425598145, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 3.4552901626851103e-08 }, { "score": -4.974888801574707, "text": "012241\n\nShip Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 3.379382424276147e-08 }, { "score": -5.021249771118164, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 3.226287219832391e-08 }, { "score": -5.073184013366699, "text": "Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844. Transporter shall be obligated to provide such minimum pressures only to the extent that capacity is reserved by Shipper and scheduled by Transporter at the Primary Delivery Point(s) described above.", "probability": 3.0630090004755626e-08 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.323932647705078, "probability": 0.9964391900768576 }, { "score": 6.396816253662109, "text": "Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "probability": 0.0026566653811284143 }, { "score": 4.250886917114258, "text": "Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement", "probability": 0.00031072170199638785 }, { "score": 3.9231438636779785, "text": "Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.00022388994389967924 }, { "score": 3.239659309387207, "text": "provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "probability": 0.0001130318971958815 }, { "score": 3.0162007808685303, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 9.039704026502551e-05 }, { "score": 1.7795722484588623, "text": "If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "probability": 2.624782147122733e-05 }, { "score": 1.515303611755371, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement", "probability": 2.01522180109069e-05 }, { "score": 1.4790892601013184, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 1.943547502362928e-05 }, { "score": 1.272810697555542, "text": "Any", "probability": 1.581282695259659e-05 }, { "score": 1.2697539329528809, "text": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "probability": 1.5764564663707512e-05 }, { "score": 1.0937299728393555, "text": "provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement", "probability": 1.3220130666838912e-05 }, { "score": 0.7659865617752075, "text": "provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 9.525737133266608e-06 }, { "score": 0.6248177289962769, "text": "This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 8.271604250456177e-06 }, { "score": 0.5214462280273438, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 7.459265669075835e-06 }, { "score": 0.5016311407089233, "text": "12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "probability": 7.312914438273265e-06 }, { "score": 0.31313371658325195, "text": "12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "probability": 6.056575020337653e-06 }, { "score": 0.30081987380981445, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 5.98245261024415e-06 }, { "score": 0.2828807830810547, "text": "Such termination shall become effective as of November 1, 2007.", "probability": 5.876089729155404e-06 }, { "score": 0.11868000030517578, "text": "Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished;", "probability": 4.986283017212817e-06 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Audit Rights": [ { "text": "", "score": 12.243210792541504, "probability": 0.9999997118007005 }, { "score": -4.638612270355225, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 4.659263520593098e-08 }, { "score": -4.7203497886657715, "text": "EXHIBIT \"A\" TO GAS TRANSPORTATION AGREEMENT DATED NOVEMBER 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY EFFECTIVE DATE OF AMENDMENT: RATE SCHEDULE: FT-A SERVICE PACKAGE: SERVICE PACKAGE TQ: 51,000 Dth METER\n\nMETER NAME\n\nINTERCONNECT PARTY NAME\n\nCOUNTY\n\nST\n\nZONE\n\nR/D\n\nLEG\n\nTOTAL-TQ\n\nBILLABLE-TQ 020844\n\nCalgary\n\nLouisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306\n\nAgua Dulce\n\nChannel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723", "probability": 4.293575666800543e-08 }, { "score": -5.346302032470703, "text": "Louisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306\n\nAgua Dulce\n\nChannel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723", "probability": 2.295998053643735e-08 }, { "score": -5.445292949676514, "text": "In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following:", "probability": 2.0796023832387358e-08 }, { "score": -5.520600318908691, "text": "Channel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723", "probability": 1.9287446373256052e-08 }, { "score": -5.552731513977051, "text": "EXHIBIT \"A\" TO GAS TRANSPORTATION AGREEMENT DATED NOVEMBER 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY EFFECTIVE DATE OF AMENDMENT: RATE SCHEDULE: FT-A SERVICE PACKAGE: SERVICE PACKAGE TQ: 51,000 Dth METER\n\nMETER NAME\n\nINTERCONNECT PARTY NAME\n\nCOUNTY\n\nST\n\nZONE\n\nR/D\n\nLEG\n\nTOTAL-TQ\n\nBILLABLE-TQ 020844\n\nCalgary\n\nLouisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306\n\nAgua Dulce\n\nChannel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723\n\nKiln Miss Exchange\n\nGulfstream\n\nHancock\n\nMs\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241", "probability": 1.8677568198413913e-08 }, { "score": -5.661598205566406, "text": "EXHIBIT \"A\" TO GAS TRANSPORTATION AGREEMENT DATED NOVEMBER 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY EFFECTIVE DATE OF AMENDMENT: RATE SCHEDULE: FT-A SERVICE PACKAGE: SERVICE PACKAGE TQ: 51,000 Dth METER\n\nMETER NAME\n\nINTERCONNECT PARTY NAME\n\nCOUNTY\n\nST\n\nZONE\n\nR/D\n\nLEG\n\nTOTAL-TQ\n\nBILLABLE-TQ 020844\n\nCalgary\n\nLouisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306", "probability": 1.675097642562422e-08 }, { "score": -6.14597749710083, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 1.031993291042769e-08 }, { "score": -6.156217575073242, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 1.0214795220545504e-08 }, { "score": -6.178683757781982, "text": "Louisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306\n\nAgua Dulce\n\nChannel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723\n\nKiln Miss Exchange\n\nGulfstream\n\nHancock\n\nMs\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241", "probability": 9.987866421441738e-09 }, { "score": -6.28754997253418, "text": "Louisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306", "probability": 8.957621943527104e-09 }, { "score": -6.28904914855957, "text": "EFFECTIVE DATE OF AMENDMENT: RATE SCHEDULE: FT-A SERVICE PACKAGE: SERVICE PACKAGE TQ: 51,000 Dth METER\n\nMETER NAME\n\nINTERCONNECT PARTY NAME\n\nCOUNTY\n\nST\n\nZONE\n\nR/D\n\nLEG\n\nTOTAL-TQ\n\nBILLABLE-TQ 020844\n\nCalgary\n\nLouisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306\n\nAgua Dulce\n\nChannel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723", "probability": 8.944202952692825e-09 }, { "score": -6.352982521057129, "text": "Channel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723\n\nKiln Miss Exchange\n\nGulfstream\n\nHancock\n\nMs\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241", "probability": 8.390266090295077e-09 }, { "score": -6.403399467468262, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.\n\n*NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6\n\n\n\n\n\n\n\n\n\n GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule)", "probability": 7.977741000461326e-09 }, { "score": -6.495849609375, "text": "EXHIBIT \"A\" TO GAS TRANSPORTATION AGREEMENT DATED NOVEMBER 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY", "probability": 7.273263910379868e-09 }, { "score": -6.507555961608887, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 7.1886169414288655e-09 }, { "score": -6.5244903564453125, "text": "Chris Hermann", "probability": 7.067907023211759e-09 }, { "score": -6.537388801574707, "text": "Hermann", "probability": 6.9773274360169935e-09 }, { "score": -6.548624515533447, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 6.899370949251454e-09 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.317180633544922, "probability": 0.7235912332294454 }, { "score": 10.010442733764648, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 0.07205925294738752 }, { "score": 9.91042709350586, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 0.06520088861576831 }, { "score": 9.894185066223145, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 0.06415044774107893 }, { "score": 9.375696182250977, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 0.038196435000414926 }, { "score": 8.834405899047852, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 0.022230203971896633 }, { "score": 7.726455211639404, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 0.007341191917690476 }, { "score": 6.753917694091797, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s", "probability": 0.0027758685757710085 }, { "score": 5.599386692047119, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter", "probability": 0.000874968578510692 }, { "score": 5.552047252655029, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter", "probability": 0.0008345131793169649 }, { "score": 5.435789108276367, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter", "probability": 0.0007429215039312061 }, { "score": 5.06465482711792, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter", "probability": 0.0005125796484310062 }, { "score": 5.054122447967529, "text": "Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty.", "probability": 0.0005072092961668574 }, { "score": 4.700419902801514, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter. ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's.", "probability": 0.00035610341711994354 }, { "score": 4.584161758422852, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter. ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's.", "probability": 0.00031701942253126 }, { "score": 3.0449752807617188, "text": "In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s). Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 6.801828486840734e-05 }, { "score": 2.997087001800537, "text": "Failure of Transporter.", "probability": 6.483776878540082e-05 }, { "score": 2.9454894065856934, "text": "Failure of Transporter.", "probability": 6.157713952035261e-05 }, { "score": 2.903907060623169, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s", "probability": 5.9069123566968635e-05 }, { "score": 2.8444719314575195, "text": "shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 5.566063779778971e-05 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.055403709411621, "probability": 0.37617669656131186 }, { "score": 11.428686141967773, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 0.20100733566180373 }, { "score": 11.213516235351562, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 0.1620932029434489 }, { "score": 10.876932144165039, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 0.11576790935190433 }, { "score": 10.459197044372559, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 0.07623741141247282 }, { "score": 9.625326156616211, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s", "probability": 0.0331148366088235 }, { "score": 8.074605941772461, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.007023496725215566 }, { "score": 7.840119361877441, "text": "Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty.", "probability": 0.00555542330735592 }, { "score": 7.651275157928467, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter", "probability": 0.004599420968613958 }, { "score": 7.556057929992676, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0041816804665976304 }, { "score": 7.3449387550354, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter", "probability": 0.0033858128696859216 }, { "score": 7.215442180633545, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.0029745639055670943 }, { "score": 7.008355617523193, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter", "probability": 0.0024181695720301667 }, { "score": 6.608266353607178, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.001620802853177971 }, { "score": 6.577078819274902, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0015710341244647827 }, { "score": 5.898532867431641, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0007970707200537949 }, { "score": 5.424563407897949, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.0004961974579131772 }, { "score": 5.109053611755371, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.00036193482420838384 }, { "score": 4.98091983795166, "text": "FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.0003184069807477844 }, { "score": 4.916669845581055, "text": "AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.00029859268460260776 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Liquidated Damages": [ { "text": "", "score": 11.954089164733887, "probability": 0.6948953280538268 }, { "score": 9.493098258972168, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.05930954897841965 }, { "score": 9.201008796691895, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.044286542907511675 }, { "score": 8.847195625305176, "text": "FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.031089423708858952 }, { "score": 8.408830642700195, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S)", "probability": 0.020055485454195096 }, { "score": 8.369219779968262, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.019276598404987338 }, { "score": 8.176634788513184, "text": "AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.01589980509356821 }, { "score": 8.077129364013672, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.014393855676400554 }, { "score": 7.9366559982299805, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.012507494949741134 }, { "score": 7.8832502365112305, "text": "AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.011857046104931624 }, { "score": 7.842137336730957, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.011379453436328828 }, { "score": 7.762928009033203, "text": "FOR PERIOD(S)", "probability": 0.010512868428643763 }, { "score": 7.711970806121826, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth", "probability": 0.00999058219253621 }, { "score": 7.577245712280273, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.008731330595300183 }, { "score": 7.516765594482422, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.008218910493011225 }, { "score": 7.314424514770508, "text": "BUYOUT PAYMENT FOR PERIOD(S)", "probability": 0.006713339902466944 }, { "score": 7.284951686859131, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S)", "probability": 0.006518366118621426 }, { "score": 7.196234703063965, "text": "FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.005964986339484464 }, { "score": 6.889561653137207, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.004389580724195069 }, { "score": 6.798982620239258, "text": "AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S)", "probability": 0.004009452436971021 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.76524543762207, "probability": 0.6192573789223521 }, { "score": 11.038671493530273, "text": "Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty.", "probability": 0.299449874649738 }, { "score": 8.730600357055664, "text": "Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty.", "probability": 0.029781157761049466 }, { "score": 8.118971824645996, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.016155287108371198 }, { "score": 7.682575225830078, "text": "Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. 3\n\n\n\n\n\n ARTICLE XII - TERM 12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "probability": 0.010442152845060195 }, { "score": 7.046150207519531, "text": "In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following:", "probability": 0.005525787405589306 }, { "score": 6.342940330505371, "text": "In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following: (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit \"A\" attached hereto.", "probability": 0.0027352309564600435 }, { "score": 6.22722053527832, "text": "Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to receive or deliver gas as contemplated by this Agreement. (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty.", "probability": 0.0024363379746176646 }, { "score": 6.142197132110596, "text": "Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. 3\n\n\n\n\n\n ARTICLE XII - TERM 12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.002237753987495372 }, { "score": 6.1286211013793945, "text": "In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following: (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit \"A\" attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to receive or deliver gas as contemplated by this Agreement. (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty.", "probability": 0.0022075794592046455 }, { "score": 5.853204727172852, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.\n\n*NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6\n\n\n\n\n\n\n\n\n\n GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 0.0016761177794930662 }, { "score": 5.74970817565918, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.001511320424819054 }, { "score": 5.399084091186523, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0010643450545820593 }, { "score": 5.321345806121826, "text": "Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "probability": 0.000984739000237921 }, { "score": 5.237804412841797, "text": "Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. 3\n\n\n\n\n\n ARTICLE XII - TERM 12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 0.0009058151335809047 }, { "score": 5.224360942840576, "text": "Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit \"A\" attached hereto.", "probability": 0.000893719322015234 }, { "score": 5.067436695098877, "text": "Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. 3\n\n\n\n\n\n ARTICLE XII - TERM 12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "probability": 0.0007639233987010351 }, { "score": 4.9632248878479, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 0.0006883212853211933 }, { "score": 4.913276672363281, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0006547853669726447 }, { "score": 4.872101783752441, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007.", "probability": 0.0006283721643387283 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Insurance": [ { "text": "", "score": 12.08456802368164, "probability": 0.9999892678719496 }, { "score": 0.10355304181575775, "text": "51,000", "probability": 6.2619074546393255e-06 }, { "score": -1.3199262619018555, "text": "Total\n\n51,000", "probability": 1.5083337129980133e-06 }, { "score": -1.7775835990905762, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 9.544196715366333e-07 }, { "score": -2.541543960571289, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 4.445858259234488e-07 }, { "score": -2.6443800926208496, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 4.0113859396680265e-07 }, { "score": -2.945690393447876, "text": "Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 2.967816513043247e-07 }, { "score": -3.711822986602783, "text": "This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "probability": 1.3794624695756376e-07 }, { "score": -4.016082763671875, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 1.0175869929321248e-07 }, { "score": -4.301650524139404, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter. ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's.", "probability": 7.64805574033057e-08 }, { "score": -4.431927680969238, "text": "In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s). Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 6.713861750481818e-08 }, { "score": -4.480310440063477, "text": "Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "probability": 6.396759589608062e-08 }, { "score": -4.534763336181641, "text": "In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s). Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 6.057751259376466e-08 }, { "score": -4.54318904876709, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter. ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1.", "probability": 6.006924813554513e-08 }, { "score": -4.605568885803223, "text": "Such minimum pressure obligation is subject to the GT&C including, but not limited to, Article X - Excuse of Performances. In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s). Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 5.6436617555719515e-08 }, { "score": -4.680273532867432, "text": "4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 5.237417090870946e-08 }, { "score": -4.6828532218933105, "text": "\n51,000", "probability": 5.2239235954717133e-08 }, { "score": -4.708405017852783, "text": "Such minimum pressure obligation is subject to the GT&C including, but not limited to, Article X - Excuse of Performances. In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s). Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1\n\n\n\n\n\n described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 5.0921338680827816e-08 }, { "score": -4.818454742431641, "text": "51,000", "probability": 4.56148051719112e-08 }, { "score": -4.963995456695557, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter. ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled.", "probability": 3.943649372882749e-08 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Covenant Not To Sue": [ { "score": 12.91999340057373, "text": "Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates.", "probability": 0.6603169180895417 }, { "text": "", "score": 12.10373306274414, "probability": 0.29191409414951375 }, { "score": 9.61029052734375, "text": "Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates", "probability": 0.024119412772126318 }, { "score": 9.16916561126709, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 0.015516315906037937 }, { "score": 7.795384407043457, "text": "Transporter agrees that Shipper may protest or contest the aforementioned filings,", "probability": 0.003927923462379338 }, { "score": 7.367697715759277, "text": "shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 0.0025610676283572957 }, { "score": 5.12972354888916, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:", "probability": 0.000273200327374648 }, { "score": 4.724057197570801, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 0.0001820969021303443 }, { "score": 4.611231803894043, "text": "Trans", "probability": 0.00016266836878905963 }, { "score": 4.568476676940918, "text": "Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules. Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates.", "probability": 0.00015586004451813008 }, { "score": 4.546503067016602, "text": "Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates.", "probability": 0.00015247259029461195 }, { "score": 4.4039483070373535, "text": "Transporter agrees that Shipper may protest or contest the aforementioned filings,", "probability": 0.00013221509238023717 }, { "score": 4.357748985290527, "text": "porter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates.", "probability": 0.00012624579521762982 }, { "score": 4.347367763519287, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter", "probability": 0.0001249419888803768 }, { "score": 4.043941020965576, "text": "Transporter agrees that Shipper may protest or contest the aforementioned filings", "probability": 9.224266781383876e-05 }, { "score": 3.6944780349731445, "text": "or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates.", "probability": 6.503722589744153e-05 }, { "score": 3.450517177581787, "text": "ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "probability": 5.0957856841816595e-05 }, { "score": 3.4346320629119873, "text": ".", "probability": 5.015478080707724e-05 }, { "score": 3.2284739017486572, "text": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "probability": 4.081116430282466e-05 }, { "score": 3.0851895809173584, "text": "Failure of Transporter.", "probability": 3.536318679568244e-05 } ], "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.975353240966797, "probability": 0.9999559467331346 }, { "score": 1.582730770111084, "text": "51,000", "probability": 3.065647919022164e-05 }, { "score": -0.30587780475616455, "text": "Ship Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 4.637778397808073e-06 }, { "score": -0.5676463842391968, "text": "Total\n\n51,000", "probability": 3.5696475967387224e-06 }, { "score": -1.1132454872131348, "text": "Chevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 2.0685911579651394e-06 }, { "score": -2.8366339206695557, "text": "Louisville Gas and Electric Co.", "probability": 3.691616489215893e-07 }, { "score": -2.9288382530212402, "text": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)", "probability": 3.3664544641194895e-07 }, { "score": -2.9566597938537598, "text": "In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following:", "probability": 3.27408539669717e-07 }, { "score": -3.172879457473755, "text": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement.", "probability": 2.6374667663335134e-07 }, { "score": -3.2177658081054688, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 2.5216981601515017e-07 }, { "score": -3.3937559127807617, "text": "described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "probability": 2.1147623518076762e-07 }, { "score": -3.559105396270752, "text": "Louisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306\n\nAgua Dulce\n\nChannel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723\n\nKiln Miss Exchange\n\nGulfstream\n\nHancock\n\nMs\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241", "probability": 1.792467136591729e-07 }, { "score": -3.5847883224487305, "text": "012241\n\nShip Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 1.747017473849786e-07 }, { "score": -3.6532154083251953, "text": "SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)", "probability": 1.6314724448141616e-07 }, { "score": -3.691516637802124, "text": "51,", "probability": 1.5701665836263385e-07 }, { "score": -3.7511963844299316, "text": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.\n\n*NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6\n\n\n\n\n\n\n\n\n\n GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.4792008434897432e-07 }, { "score": -3.770057201385498, "text": "SHIPPER:\n\n\n\nNOTICES: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply\n\nBILLING: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply or such other address as either Party shall designate by formal written notice to the other. 4\n\n\n\n\n\n ARTICLE XIV - ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated.", "probability": 1.4515633591926755e-07 }, { "score": -3.8597536087036133, "text": "BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012", "probability": 1.3270318373686111e-07 }, { "score": -3.8775148391723633, "text": "Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000", "probability": 1.3036701989258488e-07 }, { "score": -3.8810791969299316, "text": "Louisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306", "probability": 1.2990317234428804e-07 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Document Name": [ { "score": 14.351770401000977, "text": "AGENCY AGREEMENT", "probability": 0.4863743096696717 }, { "score": 14.297069549560547, "text": "AGENCY AGREEMENT", "probability": 0.4604837929095663 }, { "score": 11.132730484008789, "text": "Conversion- Marketing Arrangements", "probability": 0.019451780240955972 }, { "text": "", "score": 10.97417163848877, "probability": 0.01659961910228727 }, { "score": 10.340571403503418, "text": "Marketing Arrangements", "probability": 0.008809049227832422 }, { "score": 9.073456764221191, "text": "Conversion-Marketing Arrangements", "probability": 0.00248100786596505 }, { "score": 8.64631175994873, "text": "Conversion- Marketing Arrangements", "probability": 0.0016185324941894968 }, { "score": 8.33509349822998, "text": "Selected Dealers' Agreement", "probability": 0.0011856624040804194 }, { "score": 7.805881500244141, "text": "Marketing Arrangements", "probability": 0.0006984369363258357 }, { "score": 7.105454921722412, "text": "ENCY AGREEMENT", "probability": 0.0003466855980270533 }, { "score": 6.986809730529785, "text": "The Conversion- Marketing Arrangements", "probability": 0.0003078994043823727 }, { "score": 6.961956024169922, "text": "AGENCY AGREEMENT\n\n ____________, 1996", "probability": 0.00030034127580649936 }, { "score": 6.915116310119629, "text": "ENCY AGREEMENT", "probability": 0.0002865977601359834 }, { "score": 6.791005611419678, "text": "AGENCY AGRE", "probability": 0.0002531466591890962 }, { "score": 6.576164722442627, "text": "AGENCY AG", "probability": 0.00020420575988106752 }, { "score": 6.392210006713867, "text": "Conversion Regulations", "probability": 0.00016989377633434678 }, { "score": 6.1766252517700195, "text": "AGENCY AGRE", "probability": 0.00013694626761668398 }, { "score": 6.02756929397583, "text": "AGENCY AG", "probability": 0.00011798207237797751 }, { "score": 5.734748840332031, "text": "AG", "probability": 8.803304279250098e-05 }, { "score": 5.712285041809082, "text": "AG", "probability": 8.607753258167846e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Parties": [ { "score": 11.960103034973145, "text": "AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association", "probability": 0.13443174091320248 }, { "score": 11.770770072937012, "text": "AFSALA Bancorp, Inc.", "probability": 0.11124373509175674 }, { "text": "", "score": 11.724093437194824, "probability": 0.10617057192988537 }, { "score": 11.518410682678223, "text": "Amsterdam Federal Savings and Loan Association", "probability": 0.08643253914805066 }, { "score": 10.913622856140137, "text": "AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association", "probability": 0.04720861461094658 }, { "score": 10.82553768157959, "text": "AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association\"), with its deposit accounts insured by the Savings Association Insurance Fund", "probability": 0.04322812021206361 }, { "score": 10.789947509765625, "text": "Capital Resources, Inc. 1701 K Street, N.W. Suite 700 Washington, D.C. 20006\n\nLadies and Gentlemen:\n\n AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association", "probability": 0.04171667973640222 }, { "score": 10.776288032531738, "text": "AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association", "probability": 0.04115072581628811 }, { "score": 10.744181632995605, "text": "Capital Resources, Inc. 1701 K Street, N.W. Suite 700 Washington, D.C. 20006\n\nLadies and Gentlemen:\n\n AFSALA Bancorp, Inc.", "probability": 0.039850508509212325 }, { "score": 10.730522155761719, "text": "AFSALA Bancorp, Inc.", "probability": 0.03930987220613547 }, { "score": 10.719820022583008, "text": "AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association\"), with its deposit accounts insured by the Savings Association Insurance Fund (\"SAIF", "probability": 0.038891415900111866 }, { "score": 10.5943021774292, "text": "Amsterdam Federal Savings and Loan Association", "probability": 0.034303785419633755 }, { "score": 10.532293319702148, "text": "AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association\"), with its deposit accounts insured by the Savings Association Insurance Fund (\"SAIF\") administered by the Federal Deposit Insurance Corporation (\"FDIC", "probability": 0.03224125528256355 }, { "score": 10.501184463500977, "text": "Capital Resources, Inc. 1701 K Street, N.W. Suite 700 Washington, D.C. 20006\n\nLadies and Gentlemen:\n\n AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association\"), with its deposit accounts insured by the Savings Association Insurance Fund (\"SAIF\") administered by the Federal Deposit Insurance Corporation (\"FDIC\"), hereby confirm their agreement with Capital Resources, Inc.", "probability": 0.031253707096746845 }, { "score": 10.487525939941406, "text": "AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association\"), with its deposit accounts insured by the Savings Association Insurance Fund (\"SAIF\") administered by the Federal Deposit Insurance Corporation (\"FDIC\"), hereby confirm their agreement with Capital Resources, Inc.", "probability": 0.030829729646288263 }, { "score": 10.471930503845215, "text": "Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association", "probability": 0.030352656320358246 }, { "score": 10.457798957824707, "text": "Capital Resources, Inc.", "probability": 0.029926742856487516 }, { "score": 10.389968872070312, "text": "AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association\"), with its deposit accounts insured by the Savings Association Insurance Fund (\"SAIF\") administered by the Federal Deposit Insurance Corporation", "probability": 0.027964124053116855 }, { "score": 10.383845329284668, "text": "Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association\"), with its deposit accounts insured by the Savings Association Insurance Fund", "probability": 0.027793407770700725 }, { "score": 10.305540084838867, "text": "Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association\"), with its deposit accounts insured by the Savings Association Insurance Fund (\"SAIF\") administered by the Federal Deposit Insurance Corporation (\"FDIC\"), hereby confirm their agreement with Capital Resources, Inc.", "probability": 0.025700067480048872 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Agreement Date": [ { "score": 14.188705444335938, "text": "____________, 1996", "probability": 0.9447819221246114 }, { "text": "", "score": 11.218332290649414, "probability": 0.04845235659749918 }, { "score": 8.675376892089844, "text": "____________", "probability": 0.0038099862430253663 }, { "score": 7.682416915893555, "text": ", 1996", "probability": 0.0014115178322554021 }, { "score": 6.8008575439453125, "text": "Accepted as of the date first above written.", "probability": 0.0005845612168986631 }, { "score": 5.825958251953125, "text": "____, 1996", "probability": 0.0002205142276341077 }, { "score": 5.739350318908691, "text": "________", "probability": 0.00020221960981998553 }, { "score": 5.036308288574219, "text": "The date upon which the Company shall release or deliver the Shares sold in the Subscription and Public Offerings, in accordance with the terms hereof, is herein called the \"Closing Date.\"", "probability": 0.00010011427202638494 }, { "score": 4.956254959106445, "text": "____________, 1996\n\nCapital Resources, Inc.", "probability": 9.24121925896937e-05 }, { "score": 4.950231552124023, "text": "____________,", "probability": 9.185722940604957e-05 }, { "score": 4.947874546051025, "text": "1996", "probability": 9.164097631353269e-05 }, { "score": 4.275601387023926, "text": "____________, 1996\n", "probability": 4.678699839686137e-05 }, { "score": 3.534095287322998, "text": "____________, 1996", "probability": 2.228913305165895e-05 }, { "score": 3.490971565246582, "text": "__________, 1996", "probability": 2.134837299647026e-05 }, { "score": 3.4264206886291504, "text": "____________, 1996\n\nCapital Resources", "probability": 2.0013852401912946e-05 }, { "score": 3.326432704925537, "text": "AGENCY AGREEMENT\n\n ____________, 1996", "probability": 1.8109500140113375e-05 }, { "score": 2.839134693145752, "text": "Accepted as of the date first above written", "probability": 1.1124375130341618e-05 }, { "score": 2.541455030441284, "text": "the date first above written.", "probability": 8.260284216442287e-06 }, { "score": 2.322192907333374, "text": "The Conversion Application, including the Offering Prospectus, was approved by the OTS on __________, 1996", "probability": 6.633926575814435e-06 }, { "score": 2.2754597663879395, "text": "____________, 1996\n\nCapital Resources, Inc. 1701 K Street, N.W. Suite 700 Washington, D.C. 20006", "probability": 6.331035011133553e-06 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Effective Date": [ { "score": 13.929238319396973, "text": "____________, 1996", "probability": 0.7474340097978549 }, { "text": "", "score": 11.755644798278809, "probability": 0.08503411246018698 }, { "score": 11.521638870239258, "text": "The date upon which the Company shall release or deliver the Shares sold in the Subscription and Public Offerings, in accordance with the terms hereof, is herein called the \"Closing Date.\"", "probability": 0.06729235073666384 }, { "score": 10.978558540344238, "text": "Accepted as of the date first above written.", "probability": 0.0390938920450931 }, { "score": 10.593799591064453, "text": "Accepted as of the date first above written.", "probability": 0.02660787678869116 }, { "score": 9.578598976135254, "text": "The Registration Statement shall have been declared effective by the Commission and the Conversion Application approved by the OTS not later than 5:30 p.m. (eastern time) on the date of this Agreement, or with Capital Resources' consent at a later time and date;", "probability": 0.009640824913480775 }, { "score": 9.44097900390625, "text": "At the Closing Date, Capital Resources shall receive a letter from KPMG, dated the Closing Date, addressed to Capital Resources, confirming the statements made by its letter delivered by it pursuant to subsection (g) of this Section 8, except that the \"specified date\" referred to in clause (ii)(B) thereof to be a date specified in such letter, which shall not be more than three business days prior to the Closing Date.", "probability": 0.008401302091004682 }, { "score": 9.28847599029541, "text": "The Registration Statement shall have been declared effective by the Commission and the Conversion Application approved by the OTS not later than 5:30 p.m. (eastern time) on the date of this Agreement, or with Capital Resources' consent at a later time and date; and at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or threatened by the Commission or any state authority, and no order or other action suspending the authorization of the Offering Prospectus or the consummation of the Conversion shall have been issued or proceedings therefore initiated or, to the Company's or Association's knowledge, threatened by the Commission, the OTS, the FDIC or any state authority.", "probability": 0.0072129908938662265 }, { "score": 8.450052261352539, "text": "____________", "probability": 0.0031188363331812285 }, { "score": 8.013826370239258, "text": "The Registration Statement shall have been declared effective by the Commission and the Conversion Application approved by the OTS not later than 5:30 p.m. (eastern time) on the date of this Agreement, or with Capital Resources' consent at a later time and date", "probability": 0.0020162393553288644 }, { "score": 7.148439407348633, "text": "Accepted as of the date first above written", "probability": 0.00084861226603013 }, { "score": 6.9103803634643555, "text": "The Registration Statement was declared effective by the Commission on __________, 1996.", "probability": 0.0006688389797629401 }, { "score": 6.859869480133057, "text": "Accepted as of the date first above written", "probability": 0.0006358943669720795 }, { "score": 6.600630760192871, "text": ", 1996", "probability": 0.0004906807633879899 }, { "score": 6.270027160644531, "text": "The Registration Statement was declared effective by the Commission on __________, 1996", "probability": 0.0003525491835746769 }, { "score": 6.133060932159424, "text": "The Registration Statement shall have been declared effective by the Commission and the Conversion Application approved by the OTS not later than 5:30 p.m. (eastern time) on the date of this Agreement, or with Capital Resources' consent at a later time and date; and", "probability": 0.00030742277328175955 }, { "score": 6.071901321411133, "text": "The Registration Statement shall have been declared effective by the Commission and the Conversion Application approved by the OTS not later than 5:30 p.m.", "probability": 0.00028918432892896957 }, { "score": 5.770877838134766, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.00021401386826117732 }, { "score": 5.596371650695801, "text": "The Registration Statement shall have been declared effective by the Commission and the Conversion Application approved by the OTS not later than 5:30 p.m. (eastern time) on the date of this Agreement,", "probability": 0.00017974418227702444 }, { "score": 5.483902454376221, "text": "The date upon which the Company shall release or deliver the Shares sold in the Subscription and Public Offerings, in accordance with the terms hereof, is herein called the \"Closing Date", "probability": 0.00016062387217116015 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Expiration Date": [ { "text": "", "score": 11.741020202636719, "probability": 0.9410631586851703 }, { "score": 8.70592975616455, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.045237202368028855 }, { "score": 7.124741554260254, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.009306672422080883 }, { "score": 5.617058277130127, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.0020607053570199274 }, { "score": 4.06479549407959, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows", "probability": 0.0004363919583073606 }, { "score": 4.004081726074219, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.00041068523045774717 }, { "score": 3.960604190826416, "text": "but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.0003932122424409661 }, { "score": 3.7479448318481445, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.00031788515323970094 }, { "score": 3.2679238319396973, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 0.00019669792264473786 }, { "score": 2.6414105892181396, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date.", "probability": 0.00010512561007275914 }, { "score": 2.5253818035125732, "text": "in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 9.360905646230216e-05 }, { "score": 2.379415512084961, "text": "but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 8.089571406281883e-05 }, { "score": 2.2285349369049072, "text": "All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 6.956630101521342e-05 }, { "score": 1.9779775142669678, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company,", "probability": 5.414809791643756e-05 }, { "score": 1.686056137084961, "text": "The", "probability": 4.0439275131583135e-05 }, { "score": 1.5399945974349976, "text": "of the current bill.", "probability": 3.494376062319396e-05 }, { "score": 1.3719505071640015, "text": "The Shares are to be initially offered in the Subscription and Public Offerings at the Purchase Price as set forth on the cover page of the Offering Prospectus.", "probability": 2.9538539650190614e-05 }, { "score": 1.25960373878479, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources,", "probability": 2.639960561331173e-05 }, { "score": 1.1040000915527344, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association", "probability": 2.259537917113449e-05 }, { "score": 0.9883328080177307, "text": "this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 2.0127320890037282e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Renewal Term": [ { "score": 12.659364700317383, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.39723501965810176 }, { "score": 12.173827171325684, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 0.2444450564343979 }, { "text": "", "score": 11.40869140625, "probability": 0.11373313698168533 }, { "score": 11.260498046875, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company,", "probability": 0.09806803192621603 }, { "score": 11.258089065551758, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.0978320721943022 }, { "score": 10.399438858032227, "text": "Association and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 0.04145474093776432 }, { "score": 8.18699836730957, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company,", "probability": 0.0045365270918713485 }, { "score": 6.488058090209961, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms", "probability": 0.0008296274656513571 }, { "score": 6.161166667938232, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.000598295836325737 }, { "score": 6.112241268157959, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company", "probability": 0.0005697285056129701 }, { "score": 4.713670253753662, "text": "Association and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms", "probability": 0.000140694226197388 }, { "score": 4.661680221557617, "text": "In", "probability": 0.00013356642168457452 }, { "score": 4.106919288635254, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-", "probability": 7.669511080088277e-05 }, { "score": 4.040962219238281, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.\n\n In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2", "probability": 7.17997427010594e-05 }, { "score": 3.9011480808258057, "text": "the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 6.243130011896946e-05 }, { "score": 3.7635622024536133, "text": "ociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 5.44063500392535e-05 }, { "score": 3.508687973022461, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAss", "probability": 4.2165681107482406e-05 }, { "score": 3.4783949851989746, "text": "event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 4.090750974158364e-05 }, { "score": 3.4156105518341064, "text": "the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 3.84181200690448e-05 }, { "score": 3.369272232055664, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.\n\n In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus", "probability": 3.667850561117443e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 13.071109771728516, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.46906943215862057 }, { "score": 12.39961051940918, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 0.239667260824763 }, { "text": "", "score": 11.857498168945312, "probability": 0.13937096591500803 }, { "score": 11.139911651611328, "text": "Association and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 0.06800305838086805 }, { "score": 10.908666610717773, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company,", "probability": 0.05396348636682282 }, { "score": 10.0053071975708, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.02186633471200814 }, { "score": 8.002573013305664, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows", "probability": 0.0029512064181231334 }, { "score": 7.551883697509766, "text": "Association and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 0.0018804756050412566 }, { "score": 6.915992259979248, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.000995642808943164 }, { "score": 6.440406322479248, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n", "probability": 0.0006188126926495221 }, { "score": 6.244492053985596, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 0.000508715215384329 }, { "score": 5.875703811645508, "text": "Association and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.\n\n In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 0.0003518131178346627 }, { "score": 5.077526092529297, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms", "probability": 0.0001583681522684623 }, { "score": 4.773076057434082, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date,", "probability": 0.00011680108563356332 }, { "score": 4.763443470001221, "text": "In", "probability": 0.00011568139040277511 }, { "score": 4.753548622131348, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company,", "probability": 0.00011454238507869726 }, { "score": 4.6062774658203125, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 9.885694187906643e-05 }, { "score": 4.099048137664795, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.\n\n In the event the Company is unable to sell a minimum of 935,000", "probability": 5.9527860424539866e-05 }, { "score": 3.8178274631500244, "text": "Association and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms", "probability": 4.493530420039484e-05 }, { "score": 3.7986702919006348, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAss", "probability": 4.408266404563423e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Governing Law": [ { "score": 15.68165397644043, "text": "This Agreement shall be construed in accordance with the laws of the District of Columbia.", "probability": 0.5056391941088667 }, { "score": 15.617959022521973, "text": "This Agreement shall be construed in accordance with the laws of the District of Columbia.", "probability": 0.4744367950464089 }, { "text": "", "score": 12.212213516235352, "probability": 0.01574279656372504 }, { "score": 9.913010597229004, "text": "This Agreement shall be construed in accordance with the laws of the District of Columbia.\n\n SECTION 18. Counterparts. This Agreement may be executed in separate counterparts, each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.\n\n Time shall be of the essence of this Agreement.\n\n -28-\n\n If the foregoing correctly sets forth the arrangement among the Company, the Association and Capital Resources, please indicate acceptance thereof in the space provided below for that purpose, whereupon this letter and Capital Resources' acceptance shall constitute a binding agreement.\n\n Very truly yours,\n\n AFSALA BANCORP, INC.", "probability": 0.0015796131584073674 }, { "score": 9.478528022766113, "text": "The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.", "probability": 0.0010229569522249714 }, { "score": 8.800446510314941, "text": "This Agreement shall be construed in accordance with the laws of the District of Columbia", "probability": 0.0005192425799302012 }, { "score": 8.528549194335938, "text": "This Agreement shall be construed in accordance with the laws of the District of Columbia", "probability": 0.00039562779462619445 }, { "score": 7.2946672439575195, "text": "Capital Resources is a corporation and is validly existing in good standing under the laws of the District of Columbia with full power and authority to provide the services to be furnished to the Company and the Association hereunder.", "probability": 0.00011519103295744961 }, { "score": 7.223030090332031, "text": ".", "probability": 0.0001072277152172151 }, { "score": 7.0946364402771, "text": "This Agreement shall be construed in accordance with the laws of the District of Columbia.\n\n SECTION 18. Counterparts. This Agreement may be executed in separate counterparts, each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.\n\n Time shall be of the essence of this Agreement.\n\n -28-\n\n If the foregoing correctly sets forth the arrangement among the Company, the Association and Capital Resources, please indicate acceptance thereof in the space provided below for that purpose, whereupon this letter and Capital Resources' acceptance shall constitute a binding agreement.\n\n Very truly yours,", "probability": 9.430753609713712e-05 }, { "score": 6.95400333404541, "text": ".", "probability": 8.193514309229885e-05 }, { "score": 6.922424793243408, "text": "Construction. This Agreement shall be construed in accordance with the laws of the District of Columbia.", "probability": 7.9388177216207e-05 }, { "score": 6.233716011047363, "text": "Agreement shall be construed in accordance with the laws of the District of Columbia.", "probability": 3.987065833958246e-05 }, { "score": 6.022759437561035, "text": "This", "probability": 3.22876272615197e-05 }, { "score": 5.918692588806152, "text": "This", "probability": 2.909648135322417e-05 }, { "score": 5.680891036987305, "text": "Agreement shall be construed in accordance with the laws of the District of Columbia.", "probability": 2.2938476551273005e-05 }, { "score": 5.5904860496521, "text": "Construction. This Agreement shall be construed in accordance with the laws of the District of Columbia.", "probability": 2.0955700550743885e-05 }, { "score": 5.367460250854492, "text": "SECTION 17. Construction. This Agreement shall be construed in accordance with the laws of the District of Columbia.", "probability": 1.6766534626007092e-05 }, { "score": 5.026618480682373, "text": "Capital Resources is a corporation and is validly existing in good standing under the laws of the District of Columbia with full power and authority to provide the services to be furnished to the Company and the Association hereunder", "probability": 1.1923880369852855e-05 }, { "score": 5.023338317871094, "text": "District of Columbia.", "probability": 1.1884832178122175e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.095121383666992, "probability": 0.37896182719911115 }, { "score": 12.046415328979492, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 0.36094638364054393 }, { "score": 10.311367988586426, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.06366800022732085 }, { "score": 10.123994827270508, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.052789321388203074 }, { "score": 9.998549461364746, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms", "probability": 0.0465656692343217 }, { "score": 9.363946914672852, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.02468661048992686 }, { "score": 9.280096054077148, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 0.022701026656625083 }, { "score": 8.883405685424805, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.", "probability": 0.01526739917164448 }, { "score": 8.284385681152344, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 0.008387141655124084 }, { "score": 7.8572797775268555, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 0.005471724731168788 }, { "score": 7.850976467132568, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);", "probability": 0.00543734322428728 }, { "score": 7.602039337158203, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.\n\n (k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.004239110390674625 }, { "score": 7.311572074890137, "text": "(ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.00317049006773878 }, { "score": 7.005449295043945, "text": "(a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.0023344198256978746 }, { "score": 6.673314094543457, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 0.001674690196898853 }, { "score": 6.622459411621094, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association", "probability": 0.001591653651515275 }, { "score": 5.730117321014404, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 0.0006520926783594508 }, { "score": 5.463884353637695, "text": "The favorable opinion, dated as of the Closing Date addressed to Capital Resources and for its benefit, of Malizia, Spidi, Sloane & Fisch, P.C., counsel for the Company and the Association dated the Closing Date, addressed to Capital Resources and in form and substance to the effect that:", "probability": 0.000499672922401049 }, { "score": 5.437094211578369, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.0004864643337963988 }, { "score": 5.400444507598877, "text": "The relative benefits received by the Company and the Association on the one hand and Capital Resources on the other shall be deemed to be in the same proportion as the total gross proceeds from the Subscription and Public Offerings (before deducting expenses) received by the Company bear to the total fees (not including expenses) received by Capital Resources.", "probability": 0.0004689583146405227 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Compete": [ { "text": "", "score": 11.928936004638672, "probability": 0.8111786067373636 }, { "score": 10.130062103271484, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.13423800199179625 }, { "score": 8.148473739624023, "text": "The Association does not own", "probability": 0.018504722968737446 }, { "score": 7.7329864501953125, "text": "The Association does not own\n\n -5-\n\nequity securities or any equity interest in any other business enterprise except as described in the Offering Prospectus.", "probability": 0.012213461018816839 }, { "score": 7.59980583190918, "text": "equity securities or any equity interest in any other business enterprise except as described in the Offering Prospectus.", "probability": 0.010690527696626094 }, { "score": 6.502035617828369, "text": "(k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.003566511236553141 }, { "score": 6.070174217224121, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.\n\n (k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.0023157334738420836 }, { "score": 5.9686598777771, "text": "independently, or of the Company and the Association considered as one enterprise, whether or not arising in the ordinary course of business;", "probability": 0.0020921916089032696 }, { "score": 5.1510186195373535, "text": "properties, business affairs or business prospects of the Company or the Association, whether or not arising in the ordinary course of business,", "probability": 0.0009236434809014455 }, { "score": 5.013190746307373, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 0.0008047231303256339 }, { "score": 4.988467693328857, "text": "Prior to the Conversion, the Association was not authorized to issue shares of capital stock and neither the Company nor the Association has:", "probability": 0.0007850718386478337 }, { "score": 4.590253829956055, "text": "independently, or of the Company and the Association considered as one enterprise, whether or not arising in the ordinary course of business; (iv) to the best knowledge of such officers the representations and warranties in Section 4 are true and correct with the same force and effect as though expressly made at and as of the Closing Date; (v) the Company and the Association have complied with all material agreements and satisfied, in all material respects at or prior to the Closing Date, all obligations required to be met by such date and will in all material respects comply with all obligations to be satisfied by them after Conversion; (vi) no stop order suspending the effectiveness of the Registration Statement has been initiated or, to the best knowledge of the Company or Association, threatened by the Commission or any state authority; (vii) no order suspending the Subscription or Public Offerings, the Conversion, the", "probability": 0.0005271901842785767 }, { "score": 4.38560676574707, "text": "Subsequent to the date hereof, there shall not have occurred any of the following:", "probability": 0.0004296256723827765 }, { "score": 4.238399505615234, "text": "The Association does not own\n\n", "probability": 0.0003708163920920897 }, { "score": 3.8528013229370117, "text": "Subsequent to the date hereof, there shall not have occurred any of the following:", "probability": 0.0002521713602492147 }, { "score": 3.8222784996032715, "text": "properties, business affairs or business prospects of the Company or the Association, whether or not arising in the ordinary course of business", "probability": 0.00024459065910435734 }, { "score": 3.7957680225372314, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.\n\n (l) The Company shall register its Common Stock under Section 12(g) of the 1934 Act concurrent with the stock offering pursuant to the Plan and shall request that such registration be effective upon completion of the Conversion.", "probability": 0.0002381916393466139 }, { "score": 3.784633159637451, "text": "properties, business affairs or business prospects of the Company or the Association, whether or not arising in the ordinary course of business, (ii) there has not been", "probability": 0.0002355541195602793 }, { "score": 3.596599817276001, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus", "probability": 0.00019517710004298458 }, { "score": 3.5879063606262207, "text": "independently, or of the Company and the Association considered as one enterprise, whether or not arising in the ordinary course of business;", "probability": 0.00019348769042926622 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Exclusivity": [ { "text": "", "score": 12.228241920471191, "probability": 0.9956998901205086 }, { "score": 5.840073585510254, "text": "compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.0016741031048548318 }, { "score": 5.680436611175537, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.0014270945408108666 }, { "score": 4.214929580688477, "text": "compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);", "probability": 0.00032960297900554186 }, { "score": 4.212743282318115, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.0003288831557106477 }, { "score": 3.8456480503082275, "text": "(ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.00022783172446278526 }, { "score": 3.425668239593506, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 0.00014969913229923222 }, { "score": 2.4026684761047363, "text": "a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 5.381906280589058e-05 }, { "score": 1.5707863569259644, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.\n\n (k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 2.3423636338149592e-05 }, { "score": 1.3993914127349854, "text": "compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any", "probability": 1.9734150607521847e-05 }, { "score": 1.2724521160125732, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 1.7381586027365722e-05 }, { "score": 0.5637190341949463, "text": "For", "probability": 8.55638929424242e-06 }, { "score": 0.20892727375030518, "text": "The Association does not own", "probability": 6.000762408874126e-06 }, { "score": 0.17100989818572998, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association.", "probability": 5.777488968280416e-06 }, { "score": 0.15459531545639038, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 5.683427995414427e-06 }, { "score": 0.09832900762557983, "text": "(k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 5.372472673611227e-06 }, { "score": 0.08503761887550354, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 5.301537508471838e-06 }, { "score": -0.03943061828613281, "text": "compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.\n\n\n\n\n\n (b) Capital Resources shall be reimbursed for all reasonable out-of-pocket expenses, including, but not limited to, legal fees, travel, communications and postage, incurred by it whether or not the Conversion is successfully completed as set forth in Section 7 hereof.", "probability": 4.681078992292924e-06 }, { "score": -0.2751960754394531, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.", "probability": 3.697892933897989e-06 }, { "score": -0.3400285243988037, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 3.46575579375392e-06 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.128286361694336, "probability": 0.8407364421726994 }, { "score": 9.852627754211426, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\").", "probability": 0.08636820558193944 }, { "score": 8.412043571472168, "text": "All subscription funds received by Capital Resources (and if by check shall be made payable to the Company) or by other NASD registered broker-dealers soliciting subscriptions (if any) shall be transmitted (either by U.S. Mail or similar type of transmittal) to the Company by noon of the following business day.", "probability": 0.020451074714734636 }, { "score": 8.081047058105469, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.014688118784552123 }, { "score": 7.633273124694824, "text": "All subscription funds received by Capital Resources (and if by check shall be made payable to the Company) or by other NASD registered broker-dealers soliciting subscriptions (if any) shall be transmitted (either by U.S. Mail or similar type of transmittal) to the Company by noon of the following business day.", "probability": 0.009386429609361695 }, { "score": 7.5332417488098145, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement", "probability": 0.008492926255053082 }, { "score": 7.368871212005615, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\"). The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than", "probability": 0.007205632954467184 }, { "score": 7.049812316894531, "text": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.0052372899520213845 }, { "score": 6.401524543762207, "text": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.0027387905194437355 }, { "score": 5.86148738861084, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc.", "probability": 0.0015959660893610278 }, { "score": 5.314150810241699, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\"). The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources,", "probability": 0.0009232480597133996 }, { "score": 4.87118673324585, "text": "(ii) had any material dealings within the twelve months prior to the date hereof with any member of the NASD, or any person related to or associated with such member, other than discussions and meetings relating to the proposed Subscription and Public Offerings and routine purchases and sales of U.S. government and agency securities and other investment securities; (iii) entered into a financial or management consulting agreement except as contemplated hereunder; and (iv) engaged any intermediary between Capital Resources and the Company and the Association in connection with the offering of Common Stock, and no person is being compensated in any manner for such service.", "probability": 0.0005928455294816953 }, { "score": 4.462698936462402, "text": "(k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.0003940374983979467 }, { "score": 4.214571952819824, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than", "probability": 0.0003074520360408725 }, { "score": 3.600287437438965, "text": "On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, Capital Resources accepts such appointment and agrees to consult with and advise the Company and the Association as to matters relating to the Conversion and the Subscription and Public Offerings. It is acknowledged by the Company and the Association that Capital Resources shall not be required to purchase any Shares and shall not be obligated to take any action which is inconsistent with any applicable laws, regulations, decisions or orders. If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\").", "probability": 0.0001663401152577054 }, { "score": 3.535731077194214, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\"). The", "probability": 0.0001559410761797141 }, { "score": 3.4981439113616943, "text": "If", "probability": 0.00015018848219501885 }, { "score": 3.4743449687957764, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement", "probability": 0.00014665635232309076 }, { "score": 3.3699734210968018, "text": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering", "probability": 0.0001321213162493975 }, { "score": 3.3560378551483154, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus", "probability": 0.0001302929005273065 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 12.058652877807617, "probability": 0.3480393149782488 }, { "score": 11.620630264282227, "text": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.22459366449149457 }, { "score": 11.32728385925293, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 0.16749381562037965 }, { "score": 10.912225723266602, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.110596483400563 }, { "score": 10.789962768554688, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.09786855846167433 }, { "score": 8.531144142150879, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms", "probability": 0.010224703580352443 }, { "score": 8.364721298217773, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 0.008657135272268487 }, { "score": 8.314651489257812, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.008234346951603485 }, { "score": 8.24902629852295, "text": "Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a public offering (the \"Public Offering,\" and when referred to together with the Subscription Offering, the \"Subscription and Public Offerings\") conducted after the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to the general public (all such offerees being referred to in the aggregate as \"Eligible Offerees\"). Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.007711316059804412 }, { "score": 7.8734235763549805, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 0.005296711445594496 }, { "score": 7.229820728302002, "text": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering", "probability": 0.0027828714712803543 }, { "score": 7.108362674713135, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale.", "probability": 0.0024645894561000866 }, { "score": 6.632153034210205, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\").", "probability": 0.0015308384684188257 }, { "score": 6.28087043762207, "text": "Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.0010773809043520626 }, { "score": 6.16282844543457, "text": "The Association does not own", "probability": 0.0009574239516898027 }, { "score": 6.131202220916748, "text": "equity securities or any equity interest in any other business enterprise except as described in the Offering Prospectus.", "probability": 0.0009276180551478787 }, { "score": 5.4975905418396, "text": "The Association does not own\n\n -5-\n\nequity securities or any equity interest in any other business enterprise except as described in the Offering Prospectus.", "probability": 0.0004922606686319895 }, { "score": 5.377699375152588, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.00043664356598178494 }, { "score": 5.208249092102051, "text": "the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.00036858337485979757 }, { "score": 4.802855491638184, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\"). The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.00024573982155402 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.192111015319824, "probability": 0.9835316656301999 }, { "score": 7.7895002365112305, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\").", "probability": 0.012043668129278984 }, { "score": 5.932472229003906, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\"). The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.00188044988335953 }, { "score": 5.237859725952148, "text": "All subscription funds received by Capital Resources (and if by check shall be made payable to the Company) or by other NASD registered broker-dealers soliciting subscriptions (if any) shall be transmitted (either by U.S. Mail or similar type of transmittal) to the Company by noon of the following business day.", "probability": 0.0009388482178438978 }, { "score": 4.673495769500732, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\").", "probability": 0.0005339434141598163 }, { "score": 4.217035293579102, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc.", "probability": 0.0003382649254008266 }, { "score": 4.125054836273193, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\"). The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.00030853920999705835 }, { "score": 3.9092626571655273, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement", "probability": 0.000248652603343471 }, { "score": 2.3630619049072266, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 5.2976901762718055e-05 }, { "score": 1.901665449142456, "text": "If", "probability": 3.3396781965224164e-05 }, { "score": 1.2463613748550415, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 1.734241912221787e-05 }, { "score": 1.137174129486084, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\"). The", "probability": 1.5548563070877082e-05 }, { "score": 0.690157413482666, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement", "probability": 9.943822572044583e-06 }, { "score": 0.5556443929672241, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 8.69230794932391e-06 }, { "score": 0.45191454887390137, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement", "probability": 7.83584443064216e-06 }, { "score": 0.3231351375579834, "text": "All", "probability": 6.889022725462011e-06 }, { "score": 0.3071952760219574, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein:", "probability": 6.780083204138101e-06 }, { "score": 0.23097538948059082, "text": "If", "probability": 6.282509404261167e-06 }, { "score": 0.035799503326416016, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\"). The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date.", "probability": 5.168557319767577e-06 }, { "score": 0.02463480830192566, "text": "(n) Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein:", "probability": 5.111172889488897e-06 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.794185638427734, "probability": 0.983855994057074 }, { "score": 6.7906174659729, "text": "The Association will not amend the Plan of Conversion without Capital Resources' prior written consent in any manner that, in the reasonable opinion of Capital Resources, would materially and adversely affect the sale of the Shares or the terms of this Agreement.", "probability": 0.0066055576731915405 }, { "score": 6.012182235717773, "text": "corporate action of the Company and the Association, and, to the best knowledge of such counsel, will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their business considered as one enterprise, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject.", "probability": 0.003032769219994497 }, { "score": 5.21990442276001, "text": "No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.", "probability": 0.001373274897153604 }, { "score": 5.168299198150635, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.0013042042681128297 }, { "score": 4.754244804382324, "text": "corporate action of the Company and the Association,", "probability": 0.000862033371348902 }, { "score": 4.695492744445801, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Company or the Association, or of the Company and the Association considered as one enterprise, or in the earnings, capital,", "probability": 0.0008128462065674778 }, { "score": 4.179441928863525, "text": "No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.", "probability": 0.000485166003803212 }, { "score": 3.822948694229126, "text": "corporate action of the Company and the Association, and, to the best knowledge of such counsel, will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their business considered as one enterprise, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject. In addition, such action will not result in any contravention of the provisions of the certificate of incorporation or bylaws of the Company or the Association or any applicable law, act, regulation or order or court order, writ, injunction or decree.", "probability": 0.0003396779196932839 }, { "score": 3.712784767150879, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein:", "probability": 0.00030424519735340865 }, { "score": 3.62868595123291, "text": "corporate action of the Company and the Association, and, to the best knowledge of such counsel,", "probability": 0.0002797049033011273 }, { "score": 3.6151881217956543, "text": "Subsequent to the date hereof, there shall not have occurred any of the following:", "probability": 0.0002759548598821292 }, { "score": 2.6723787784576416, "text": "corporate action of the Company and the Association", "probability": 0.0001074932395680879 }, { "score": 2.564699411392212, "text": "corporate action of the Company and the Association, and", "probability": 9.651984074495197e-05 }, { "score": 1.9478886127471924, "text": "(n) Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Company or the Association, or of the Company and the Association considered as one enterprise, or in the earnings, capital,", "probability": 5.208816648426884e-05 }, { "score": 1.881638526916504, "text": "The Association will not amend the Plan of Conversion without Capital Resources' prior written consent in any manner that, in the reasonable opinion of Capital Resources, would materially and adversely affect the sale of the Shares or the terms of this Agreement", "probability": 4.8749147314698604e-05 }, { "score": 1.7791454792022705, "text": "The consummation of the transactions herein contemplated will not (i) conflict with or constitute a breach of, or default under, the certificate of incorporation and bylaws of the Company, the charter and bylaws of the Association (in either mutual or capital stock form), or any material contract, lease or other instrument to which the Company or the Association has a beneficial interest, or any applicable law, rule, regulation or order; (ii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to the Company or the Association; or (iii) with the exception of the Liquidation Account established in the Conversion, result in the creation of any material lien, charge or encumbrance upon any property of the Company or the Association.", "probability": 4.40002210863809e-05 }, { "score": 1.7350305318832397, "text": "Very truly yours,", "probability": 4.210134598330202e-05 }, { "score": 1.7086740732192993, "text": "(k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 4.1006199090857956e-05 }, { "score": 1.595361351966858, "text": "properties, business affairs or business prospects of the Company or the Association, whether or not arising in the ordinary course of business, (ii) there has not been (A) an increase of greater than $500,000 in the long term debt of the Association or (B) an increase of $100,000 or more in loans past due 90 days or more or (C) an increase of $100,000 or more in real estate acquired by foreclosure or (D) a decrease of $50,000 or more in the allowance for loan losses or (E) any decrease in total retained earnings or (F) a decrease in net income from January 1, 1996 to date when compared to the like period in 1995 or (G) any change in total assets of the Association in an amount greater than $2,000,000 or (H) any other material change which would require an amendment to the Offering Prospectus;", "probability": 3.6613262251145425e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Termination For Convenience": [ { "score": 12.404708862304688, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.6075271025122321 }, { "text": "", "score": 11.726222038269043, "probability": 0.30824963667467065 }, { "score": 9.98607349395752, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows", "probability": 0.05409606345982362 }, { "score": 8.780893325805664, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.016209236772741397 }, { "score": 8.222821235656738, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:\n\n (a) In the event the Company fails to sell all of the Shares within the period specified, and in accordance with the provisions of the Plan or as required by the Conversion Regulations and applicable law, this Agreement shall terminate upon refund by the Association to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Offering Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except for payment by the Association and/or the Company as set forth in Sections 2, 7, 9 and 10 hereof.", "probability": 0.009276730433679348 }, { "score": 5.837769508361816, "text": "Capital Resources may terminate this Agreement", "probability": 0.0008542404507789911 }, { "score": 5.647748947143555, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as", "probability": 0.0007064074186091436 }, { "score": 5.388857364654541, "text": "but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.0005452806240948658 }, { "score": 5.070394515991211, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources,", "probability": 0.00039656411090691925 }, { "score": 5.011526107788086, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective", "probability": 0.0003738928697541919 }, { "score": 4.814173221588135, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.00030692899238577635 }, { "score": 4.812164783477783, "text": "by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.00030631316313477767 }, { "score": 4.5667877197265625, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:\n\n (a)", "probability": 0.00023966231789681485 }, { "score": 4.226816177368164, "text": "this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.00017058937986581016 }, { "score": 4.098335266113281, "text": "at any time after this Agreement becomes effective as follows:", "probability": 0.000150021477952963 }, { "score": 4.067947864532471, "text": "If Capital Resources elects to terminate this Agreement as provided in this section, the Company and the Association shall be notified as provided in Section 13 hereof, promptly by Capital Resources by telephone or telegram, confirmed by letter.", "probability": 0.00014553128324453586 }, { "score": 3.8784234523773193, "text": "Capital", "probability": 0.00012040567381373628 }, { "score": 3.816495895385742, "text": "in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.00011317543076180004 }, { "score": 3.7539305686950684, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date", "probability": 0.00010631153283970493 }, { "score": 3.750103235244751, "text": "Capital Resources may terminate this Agreement by", "probability": 0.0001059054208127293 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.255988121032715, "probability": 0.7174737265682792 }, { "score": 9.70795726776123, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.056131967206552454 }, { "score": 9.538409233093262, "text": "Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a public offering (the \"Public Offering,\" and when referred to together with the Subscription Offering, the \"Subscription and Public Offerings\") conducted after the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to the general public (all such offerees being referred to in the aggregate as \"Eligible Offerees\").", "probability": 0.047377974182058954 }, { "score": 9.168716430664062, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.032735648050679036 }, { "score": 9.104360580444336, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.030695276669775354 }, { "score": 8.788888931274414, "text": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.022390508450678914 }, { "score": 8.491737365722656, "text": "If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue or have issued the Shares sold in the Subscription and Public Offerings and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan, provided, however, that no certificates shall be released for such shares until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of Capital Resources and its counsel.", "probability": 0.01663461181282292 }, { "score": 8.343316078186035, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 0.014340164207159656 }, { "score": 7.950510025024414, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.\n\n In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 0.009681900676881862 }, { "score": 7.873321056365967, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company,", "probability": 0.008962679774742716 }, { "score": 7.832368850708008, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 0.008603052297590326 }, { "score": 7.656875133514404, "text": "If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue or have issued the Shares sold in the Subscription and Public Offerings and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan, provided, however, that no certificates shall be released for such shares until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of Capital Resources and its counsel. The release of Shares against payment therefor shall be made on a date and at a time and place acceptable to the Company, the Association and Capital Resources.", "probability": 0.007218327958731979 }, { "score": 7.309854030609131, "text": "Other than as permitted by the Conversion Regulations, the 1933 Act, the 1933 Act Regulations and the laws of any state in which the Shares are qualified for sale, neither the Company nor the Association will distribute any prospectus, offering circular or other offering material in connection with the offer and sale of the Shares.", "probability": 0.00510184499745593 }, { "score": 7.2964558601379395, "text": "Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a public offering (the \"Public Offering,\" and when referred to together with the Subscription Offering, the \"Subscription and Public Offerings\") conducted after the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to the general public (all such offerees being referred to in the aggregate as \"Eligible Offerees\"). Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources.", "probability": 0.005033945488781015 }, { "score": 7.207626819610596, "text": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.\n\n The Company and the Association desire to retain Capital Resources to assist the Company with its sale of the Shares in the Subscription and Public Offerings.", "probability": 0.004606070132039889 }, { "score": 6.808098793029785, "text": "Subject to the satisfaction of the conditions to the OTS's approval of the Conversion and the Company's application to acquire the Association, no further approval, registration, authorization, consent or other order of any regulatory agency, public board or body is required in connection with the execution and delivery of this Agreement, the issuance of the Shares and the consummation of the Conversion, except as may be required under the regulations of the NASD and the NASDAQ National Market.", "probability": 0.0030889987242452453 }, { "score": 6.78018045425415, "text": "Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.0030039517208796935 }, { "score": 6.543826103210449, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company,", "probability": 0.002371622478763775 }, { "score": 6.5023016929626465, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\").", "probability": 0.0022751589108122756 }, { "score": 6.501163005828857, "text": "Other than as permitted by the Conversion Regulations, the 1933 Act, the 1933 Act Regulations and the laws of any state in which the Shares are qualified for sale, neither the Company nor the Association will distribute any prospectus, offering circular or other offering material in connection with the offer and sale of the Shares.", "probability": 0.002272569691068579 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Change Of Control": [ { "text": "", "score": 12.247173309326172, "probability": 0.37139255247602987 }, { "score": 11.602944374084473, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.19500606505130558 }, { "score": 11.212350845336914, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.13195185644536903 }, { "score": 10.416244506835938, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association.", "probability": 0.05952109536460879 }, { "score": 10.29504108428955, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.\n\n (k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.05272698485667204 }, { "score": 10.23720645904541, "text": "Subject to the satisfaction of the conditions to the OTS's approval of the Conversion and the Company's application to acquire the Association, no further approval, registration, authorization, consent or other order of any regulatory agency, public board or body is required in connection with the execution and delivery of this Agreement, the issuance of the Shares and the consummation of the Conversion, except as may be required under the regulations of the NASD and the NASDAQ National Market.", "probability": 0.04976404552492251 }, { "score": 9.900594711303711, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.03554078812245461 }, { "score": 9.24539566040039, "text": "acquisition of all of the shares of the Association by the Company or the effectiveness of the Offering Prospectus has been issued and to the best knowledge of the Company or Association, no proceedings for that purpose have been initiated or threatened by the OTS, the Commission, the FDIC, or any state authority; and (viii) to the best of their knowledge, no person has sought to obtain review of the final action of the OTS approving the Plan.", "probability": 0.01845770589958149 }, { "score": 8.875547409057617, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.", "probability": 0.012751305976399464 }, { "score": 8.790019035339355, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association. The Conversion will have been effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and except with respect to the filing of certain post-sale, post-conversion reports and documents in compliance with the 1933 Act Regulations or the OTS's resolutions or letters of approval.", "probability": 0.011706044380961459 }, { "score": 8.696880340576172, "text": "Subject to the satisfaction of the conditions to the OTS's approval of the Conversion and the Company's application to acquire the Association, no further approval, registration, authorization, consent or other order of any regulatory agency, public board or body is required in connection with the execution and delivery of this Agreement, the issuance of the Shares and the consummation of the Conversion, except as may be required under the regulations of the NASD and the NASDAQ National Market. The Conversion has been consummated in all material respects in accordance with all applicable provisions of the HOLA, the Conversion Regulations, Federal and State law and all applicable rules and regulations promulgated thereunder.", "probability": 0.010664992272950686 }, { "score": 8.378767013549805, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.", "probability": 0.007758998762135382 }, { "score": 8.344856262207031, "text": "acquisition of all of the shares of the Association by the Company or the effectiveness of the Offering Prospectus has been issued and to the best knowledge of the Company or Association, no proceedings for that purpose have been initiated or threatened by the OTS, the Commission, the FDIC, or any state authority;", "probability": 0.0075002964695162 }, { "score": 8.29179859161377, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.\n\n (l) The Company shall register its Common Stock under Section 12(g) of the 1934 Act concurrent with the stock offering pursuant to the Plan and shall request that such registration be effective upon completion of the Conversion.", "probability": 0.0071127210527095796 }, { "score": 8.28543758392334, "text": "Upon consummation of the Conversion, the authorized, issued and outstanding capital stock of the Company will be as set forth in the Registration Statement and the Offering Prospectus under the caption \"Capitalization,\" and no shares of Common Stock have been issued prior to the Closing Date; at the time of the Conversion, the Shares subscribed for pursuant to the Offerings will have been duly and validly authorized for issuance, and when issued and delivered by the Company pursuant to the Plan against payment of\n\n\n\n\n\nthe consideration calculated as set forth in the Plan, will be duly and validly issued and fully paid and non-assessable; and the issuance of the Shares is not subject to preemptive rights.", "probability": 0.007067620573713053 }, { "score": 8.032254219055176, "text": "(k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.005486774202530901 }, { "score": 7.825387001037598, "text": "In the event the closing does not occur, the Conversion is terminated or otherwise abandoned, or the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, Capital Resources shall be reimbursed for all reasonable legal fees and out-of-pocket expenses for rendering financial advice to the Association concerning the structure of the Conversion, preparing a market and financial analysis, performing due diligence and assisting in the preparation of the Application for Conversion and the Registration Statement, which shall be paid upon such termination, abandonment or amendment or within five days of such event.", "probability": 0.004461447602231329 }, { "score": 7.643200874328613, "text": "(vii) no order suspending the Subscription or Public Offerings, the Conversion, the", "probability": 0.0037183765478128574 }, { "score": 7.64294958114624, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association", "probability": 0.003717442262531574 }, { "score": 7.636322021484375, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.0036928861555636937 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.105794906616211, "probability": 0.9620521258041526 }, { "score": 7.999533653259277, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.015844261442555397 }, { "score": 7.549040794372559, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.010097769135548773 }, { "score": 7.425692558288574, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.008925981429392844 }, { "score": 5.701018810272217, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows", "probability": 0.0015908882971476873 }, { "score": 4.458040237426758, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association.", "probability": 0.00045900873657783806 }, { "score": 4.292734146118164, "text": "(k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.00038907150823032464 }, { "score": 3.9845051765441895, "text": "(k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.00028586914836803044 }, { "score": 2.4380338191986084, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.\n\n (l) The Company shall register its Common Stock under Section 12(g) of the 1934 Act concurrent with the stock offering pursuant to the Plan and shall request that such registration be effective upon completion of the Conversion.", "probability": 6.088962662180247e-05 }, { "score": 2.418213129043579, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank,", "probability": 5.96946341088279e-05 }, { "score": 1.9589067697525024, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association", "probability": 3.7710394632445554e-05 }, { "score": 1.8528496026992798, "text": "Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third party claimants.", "probability": 3.391571950392903e-05 }, { "score": 1.7887734174728394, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank", "probability": 3.18106908603609e-05 }, { "score": 1.6131689548492432, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association.", "probability": 2.6687571262437098e-05 }, { "score": 1.35567045211792, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus", "probability": 2.0629033123977613e-05 }, { "score": 1.2543222904205322, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus", "probability": 1.8640773344055543e-05 }, { "score": 1.2288869619369507, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 1.8172618229789802e-05 }, { "score": 1.1396045684814453, "text": "Capital", "probability": 1.6620445180065233e-05 }, { "score": 1.0713744163513184, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company,", "probability": 1.5524251634218246e-05 }, { "score": 1.0187716484069824, "text": "The", "probability": 1.4728739524222386e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.113832473754883, "probability": 0.2720865684652369 }, { "score": 11.994375228881836, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.24145015087821634 }, { "score": 11.713537216186523, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 0.18233123847285895 }, { "score": 11.101835250854492, "text": "(ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.0989013668615674 }, { "score": 10.206857681274414, "text": "(a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.04041275648053447 }, { "score": 9.749847412109375, "text": "(ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.025588300119392098 }, { "score": 9.524667739868164, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)", "probability": 0.02042900180151228 }, { "score": 9.496356010437012, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);", "probability": 0.01985873218087732 }, { "score": 9.183448791503906, "text": "a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.01452304357196493 }, { "score": 9.143278121948242, "text": "a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.01395120563902795 }, { "score": 8.895788192749023, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms", "probability": 0.010892516579061816 }, { "score": 8.866801261901855, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)\n\n AFSALA BANCORP, INC. (a Delaware corporation)\n\n COMMON STOCK ($0.10 Par Value Per Share)", "probability": 0.0105813082322069 }, { "score": 8.680246353149414, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale.", "probability": 0.008780507093216134 }, { "score": 8.490020751953125, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 0.007259482608675765 }, { "score": 8.47121810913086, "text": "The relative benefits received by the Company and the Association on the one hand and Capital Resources on the other shall be deemed to be in the same proportion as the total gross proceeds from the Subscription and Public Offerings (before deducting expenses) received by the Company bear to the total fees (not including expenses) received by Capital Resources.", "probability": 0.0071242604013841615 }, { "score": 8.409273147583008, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 0.00669633897829462 }, { "score": 8.372164726257324, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any", "probability": 0.006452402451636579 }, { "score": 8.096673965454102, "text": "(i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.004898660369585598 }, { "score": 7.958413124084473, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)\n\n AFSALA BANCORP, INC. (a Delaware corporation)\n\n COMMON STOCK ($0.10 Par Value Per Share)\n\n Subscription Price: $10.00 Per Share", "probability": 0.004266103717774608 }, { "score": 7.76505184173584, "text": "(subject to increase up to 1,454,750 shares in the event of an oversubscription)", "probability": 0.003516055096975572 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Price Restrictions": [ { "score": 13.289571762084961, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 0.5408367212281987 }, { "text": "", "score": 12.088294982910156, "probability": 0.1626890393846037 }, { "score": 11.371194839477539, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 0.0794192277071853 }, { "score": 11.075345993041992, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms", "probability": 0.059079952582219215 }, { "score": 10.75018310546875, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)", "probability": 0.04267992919620663 }, { "score": 10.478065490722656, "text": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.03251206179836699 }, { "score": 9.729846954345703, "text": "(subject to increase up to 1,454,750 shares in the event of an oversubscription)", "probability": 0.015384993962767766 }, { "score": 9.595917701721191, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale.", "probability": 0.013456514843251924 }, { "score": 9.5820951461792, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)\n\n AFSALA BANCORP, INC. (a Delaware corporation)\n\n COMMON STOCK ($0.10 Par Value Per Share)\n\n Subscription Price: $10.00 Per Share", "probability": 0.01327179103810602 }, { "score": 9.468734741210938, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)\n\n AFSALA BANCORP, INC. (a Delaware corporation)\n\n COMMON STOCK ($0.10 Par Value Per Share)", "probability": 0.011849437560773701 }, { "score": 8.573857307434082, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus;", "probability": 0.004842363700811648 }, { "score": 8.561758995056152, "text": "(subject to increase up to 1,454,750 shares in the event of an oversubscription)\n\n AFSALA BANCORP, INC. (a Delaware corporation)\n\n COMMON STOCK ($0.10 Par Value Per Share)\n\n Subscription Price: $10.00 Per Share", "probability": 0.004784132233624333 }, { "score": 8.44839859008789, "text": "(subject to increase up to 1,454,750 shares in the event of an oversubscription)\n\n AFSALA BANCORP, INC. (a Delaware corporation)\n\n COMMON STOCK ($0.10 Par Value Per Share)", "probability": 0.00427141114730106 }, { "score": 8.437978744506836, "text": "Subscription Price: $10.00 Per Share", "probability": 0.004227134779790613 }, { "score": 8.11815357208252, "text": "Subscription Price: $10.00 Per Share", "probability": 0.003070066535300147 }, { "score": 7.706435203552246, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof", "probability": 0.002033952339756117 }, { "score": 7.461036682128906, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares", "probability": 0.0015913494136761011 }, { "score": 7.3975019454956055, "text": "The Shares are to be initially offered in the Subscription and Public Offerings at the Purchase Price as set forth on the cover page of the Offering Prospectus.", "probability": 0.0014933883633143582 }, { "score": 7.3202009201049805, "text": "properties, business affairs or business prospects of the Company or the Association, whether or not arising in the ordinary course of business, (ii) there has not been (A) an increase of greater than $500,000 in the long term debt of the Association or (B) an increase of $100,000 or more in loans past due 90 days or more or (C) an increase of $100,000 or more in real estate acquired by foreclosure or (D) a decrease of $50,000 or more in the allowance for loan losses or (E) any decrease in total retained earnings or (F) a decrease in net income from January 1, 1996 to date when compared to the like period in 1995 or (G) any change in total assets of the Association in an amount greater than $2,000,000 or (H) any other material change which would require an amendment to the Offering Prospectus;", "probability": 0.0013822969639676436 }, { "score": 7.1135573387146, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)\n\n AFSALA BANCORP, INC. (a Delaware corporation)", "probability": 0.0011242352207784382 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Minimum Commitment": [ { "score": 12.956336975097656, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 0.44349727983371157 }, { "text": "", "score": 12.195209503173828, "probability": 0.20717507244170372 }, { "score": 12.050537109375, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 0.17926977651028625 }, { "score": 11.678003311157227, "text": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.12351443161000653 }, { "score": 9.553318977355957, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms", "probability": 0.014756352537550354 }, { "score": 9.3259859085083, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus;", "probability": 0.011755727889099935 }, { "score": 8.403546333312988, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof", "probability": 0.004673466214913994 }, { "score": 8.275403022766113, "text": "In the event the Company fails to sell all of the Shares within the period specified, and in accordance with the provisions of the Plan or as required by the Conversion Regulations and applicable law, this Agreement shall terminate upon refund by the Association to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Offering Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except for payment by the Association and/or the Company as set forth in Sections 2, 7, 9 and 10 hereof.", "probability": 0.0041113757957751485 }, { "score": 7.983911514282227, "text": "Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a public offering (the \"Public Offering,\" and when referred to together with the Subscription Offering, the \"Subscription and Public Offerings\") conducted after the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to the general public (all such offerees being referred to in the aggregate as \"Eligible Offerees\"). Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "probability": 0.0030718076749275806 }, { "score": 7.513714790344238, "text": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering", "probability": 0.0019195091140208 }, { "score": 7.234452247619629, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)", "probability": 0.0014518040287165507 }, { "score": 7.093816757202148, "text": "Association and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.\n\n In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 0.0012613359668817124 }, { "score": 6.793396472930908, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale.", "probability": 0.0009340280268741866 }, { "score": 6.724453926086426, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:\n\n (a) In the event the Company fails to sell all of the Shares within the period specified, and in accordance with the provisions of the Plan or as required by the Conversion Regulations and applicable law, this Agreement shall terminate upon refund by the Association to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Offering Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except for payment by the Association and/or the Company as set forth in Sections 2, 7, 9 and 10 hereof.", "probability": 0.0008718033638378964 }, { "score": 6.502984046936035, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.0006986109588641532 }, { "score": 5.596287727355957, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided,", "probability": 0.00028213839121896415 }, { "score": 5.34421443939209, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale", "probability": 0.00021927450921097977 }, { "score": 5.3225812911987305, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate,", "probability": 0.0002145818527341614 }, { "score": 5.09421443939209, "text": "In", "probability": 0.000170771159481109 }, { "score": 4.970190048217773, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus", "probability": 0.000150852120184552 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Volume Restriction": [ { "score": 13.497886657714844, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 0.6649440679578746 }, { "text": "", "score": 12.107183456420898, "probability": 0.1655047222248268 }, { "score": 11.37721061706543, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms", "probability": 0.07976037985643133 }, { "score": 10.31151294708252, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale.", "probability": 0.027476448461452224 }, { "score": 10.153116226196289, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)", "probability": 0.023451454000738163 }, { "score": 9.568553924560547, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 0.013070662247460112 }, { "score": 8.619280815124512, "text": "Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale.", "probability": 0.005058637034245549 }, { "score": 8.546990394592285, "text": "(subject to increase up to 1,454,750 shares in the event of an oversubscription)", "probability": 0.004705851176782342 }, { "score": 8.474466323852539, "text": "The Association is a member of the FHLBNY, and the deposit accounts of the Association are insured by the FDIC up to the maximum amount allowed under law and to the best of such counsel's knowledge no proceedings for the termination or revocation of such insurance are pending or threatened;", "probability": 0.004376645638040179 }, { "score": 8.358048439025879, "text": "Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale.", "probability": 0.003895666221830845 }, { "score": 7.526849746704102, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale", "probability": 0.0016966674740756806 }, { "score": 7.3021650314331055, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares", "probability": 0.0013552437161871717 }, { "score": 6.99423360824585, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above", "probability": 0.0009960576707797927 }, { "score": 6.748325824737549, "text": "The Association is a member of the FHLBNY, and the deposit accounts of the Association are insured by the FDIC up to the maximum amount allowed under law and to the best of such counsel's knowledge no proceedings for the termination or revocation of such insurance are pending or threatened; and the description of the liquidation account as set forth in the Registration Statement and the Offering Prospectus under the caption \"The Conversion - Effects of Conversion to Stock Form on Depositors and Borrowers of the Bank - Liquidation Account\" has been reviewed by such counsel and is accurate in all material respects.", "probability": 0.000778911455260189 }, { "score": 6.511837959289551, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)\n\n AFSALA BANCORP, INC. (a Delaware corporation)\n\n COMMON STOCK ($0.10 Par Value Per Share)", "probability": 0.000614869167462293 }, { "score": 6.329707145690918, "text": "The Association is a member of the Federal Home Loan Bank of New York (\"FHLBNY\"); and the deposit accounts of the Association are insured by the FDIC up to the applicable limits.", "probability": 0.0005124887172984108 }, { "score": 6.300034999847412, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 0.000497505469197103 }, { "score": 6.227622985839844, "text": "the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 0.00046275350971202036 }, { "score": 6.197720050811768, "text": "(ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.00044912066840334424 }, { "score": 6.061300754547119, "text": "1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription)\n\n AFSALA BANCORP, INC. (a Delaware corporation)\n\n COMMON STOCK ($0.10 Par Value Per Share)\n\n Subscription Price: $10.00 Per Share", "probability": 0.00039184733194164395 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.236438751220703, "probability": 0.726707747296715 }, { "score": 10.418075561523438, "text": "Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third party claimants.", "probability": 0.117938253112147 }, { "score": 10.293469429016113, "text": "Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third party claimants.", "probability": 0.10412114492681483 }, { "score": 8.93188762664795, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association.", "probability": 0.02668157557720038 }, { "score": 8.323335647583008, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.014518465106009218 }, { "score": 6.599010944366455, "text": "Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third party claimants", "probability": 0.0025885466821551325 }, { "score": 6.200779914855957, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association.", "probability": 0.0017382268851354919 }, { "score": 5.98114013671875, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 0.0013954623359605353 }, { "score": 5.382080078125, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company,", "probability": 0.0007665661564565401 }, { "score": 5.13629150390625, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association. The Conversion will have been effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and except with respect to the filing of certain post-sale, post-conversion reports and documents in compliance with the 1933 Act Regulations or the OTS's resolutions or letters of approval.", "probability": 0.000599521855587136 }, { "score": 5.069896697998047, "text": "Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third party claimants.\n\n (r) No approval of any regulatory or supervisory or other public authority is required in connection with the execution and delivery of this Agreement or the issuance of the Shares, except for the approval of the OTS, the Commission and any necessary qualification or registration under the securities or blue sky laws of the various states in which the Shares are to be offered and as may be required under the regulations-of the National Association of Securities Dealers, Inc. (\"NASD\") and the National Association of Securities Dealers Automated Quotation (\"NASDAQ\") National Market.", "probability": 0.0005610093792865022 }, { "score": 4.9782395362854, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association", "probability": 0.0005118750040610767 }, { "score": 4.618560791015625, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association. The Conversion will have been effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and except with respect to the filing of certain post-sale, post-conversion reports and documents in compliance with the 1933 Act Regulations or the OTS's resolutions or letters of approval. All terms, conditions, requirements and provisions with respect to the Conversion imposed by the Commission, the OTS and the FDIC, if any, will have been complied with by the Company and the Association in all material respects or appropriate waivers will have been obtained and all material notice and waiting periods will have been satisfied, waived or elapsed.", "probability": 0.00035723781814750173 }, { "score": 4.484350204467773, "text": "The issuance and sale of the common stock of the Association to the Company have been duly and validly authorized by all necessary corporate action on the part of the Company and the Association and, upon payment therefor in accordance with the terms of the Plan of Conversion, will be duly and validly issued, fully paid and non-assessable and will be owned of record by the Company, free and clear of any mortgage, pledge, lien, encumbrance or claim (legal or equitable).", "probability": 0.0003123708584248588 }, { "score": 4.44815731048584, "text": "To the best knowledge of such counsel, the Company and the Association have good and marketable title to all properties and assets described in the Registration Statement as owned by them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement or are not material in relation to the business of the Company and the Association considered as one enterprise; and to the best of such counsel's knowledge, all of the leases and subleases material to the business of the Company and the Association under which the Company and the\n\n\n\n\n\nAssociation hold properties, as described in the Registration Statement, are in full force and effect.", "probability": 0.00030126739827329875 }, { "score": 4.39101505279541, "text": "Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third party claimants", "probability": 0.0002845349175429854 }, { "score": 4.2169270515441895, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank,", "probability": 0.00023907276885833266 }, { "score": 3.805387258529663, "text": "equity securities or any equity interest in any other business enterprise except as described in the Offering Prospectus. Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association.", "probability": 0.00015841658620446925 }, { "score": 3.584827184677124, "text": "Upon", "probability": 0.00012706110480349738 }, { "score": 3.258073091506958, "text": "acquisition of all of the shares of the Association by the Company or the effectiveness of the Offering Prospectus has been issued and to the best knowledge of the Company or Association, no proceedings for that purpose have been initiated or threatened by the OTS, the Commission, the FDIC, or any state authority; and (viii) to the best of their knowledge, no person has sought to obtain review of the final action of the OTS approving the Plan.", "probability": 9.164423021628301e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.180648803710938, "probability": 0.9962027688931286 }, { "score": 6.141724586486816, "text": "The Company and the Association jointly and severally represent and warrant to Capital Resources as follows:", "probability": 0.0023750692687867954 }, { "score": 4.428994178771973, "text": "The Company and the Association jointly and severally represent and warrant to Capital Resources as follows:", "probability": 0.0004283974876812521 }, { "score": 3.9985086917877197, "text": "The Association does not own", "probability": 0.00027854120093458184 }, { "score": 3.8439035415649414, "text": "The Company and the Association hereby jointly and severally covenant with Capital Resources as follows:", "probability": 0.00023864112082789914 }, { "score": 3.1541242599487305, "text": "The Company and the Association hereby jointly and severally covenant with Capital Resources as follows:", "probability": 0.00011972309747491523 }, { "score": 2.879591464996338, "text": "The Company and the Association jointly and severally represent and warrant to Capital Resources", "probability": 9.098082412022944e-05 }, { "score": 2.597259283065796, "text": "The Company and the Association", "probability": 6.86016494173426e-05 }, { "score": 2.311000347137451, "text": "The Company and the Association jointly and severally represent and warrant to Capital Resources as follows:\n\n (a) The Registration Statement was declared effective by the Commission on __________, 1996.", "probability": 5.1524511324919495e-05 }, { "score": 2.2858314514160156, "text": "The Company and the Association jointly and severally represent and warrant to Capital Resources as follows", "probability": 5.024387991460127e-05 }, { "score": 1.2424514293670654, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association.", "probability": 1.7699010334803567e-05 }, { "score": 0.9544100761413574, "text": "The Company and the Association", "probability": 1.3269489422140303e-05 }, { "score": 0.9427188634872437, "text": "The issuance and sale of the common stock of the Association to the Company have been duly and validly authorized by all necessary corporate action on the part of the Company and the Association and, upon payment therefor in accordance with the terms of the Plan of Conversion, will be duly and validly issued, fully paid and non-assessable and will be owned of record by the Company, free and clear of any mortgage, pledge, lien, encumbrance or claim (legal or equitable).", "probability": 1.3115256342130908e-05 }, { "score": 0.8944187164306641, "text": "The", "probability": 1.2496842492411166e-05 }, { "score": 0.7800998687744141, "text": "The Company and the Association jointly and severally represent and warrant to Capital Resources as follows:\n\n (a)", "probability": 1.1146852422817558e-05 }, { "score": 0.5706770420074463, "text": "The Company and the Association jointly and severally represent and warrant to Capital Resources as follows:\n\n (a) The Registration Statement was declared effective by the Commission on __________, 1996.", "probability": 9.040679498739297e-06 }, { "score": 0.09327816963195801, "text": "The Company and the Association hereby jointly and severally covenant with Capital Resources as follows:\n\n (a) The Company has filed the Registration Statement with the Commission. The Company will not, at any time after the date the Registration\n\n\n\n\n\nStatement is declared effective, file any amendment or supplement to the Registration Statement without providing Capital Resources and its counsel an opportunity to review such amendment or file any amendment or supplement to which amendment Capital Resources or its counsel shall reasonably object.\n\n (b) The Association has filed the Conversion Application with the OTS.", "probability": 5.6087925519835985e-06 }, { "score": -0.016175270080566406, "text": "The Company and the Association jointly and severally represent and warrant to Capital Resources as", "probability": 5.0272947947916544e-06 }, { "score": -0.18007279932498932, "text": "(ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 4.267313601165127e-06 }, { "score": -0.2864876985549927, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 3.836534928311047e-06 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__License Grant": [ { "text": "", "score": 11.825029373168945, "probability": 0.9980850241933318 }, { "score": 4.960719108581543, "text": "The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 0.0010424025599803574 }, { "score": 4.2317399978637695, "text": "connection with the sale of the Shares by Capital Resources.", "probability": 0.0005028562635645467 }, { "score": 3.7485790252685547, "text": "The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in\n\n -11-\n\nconnection with the sale of the Shares by Capital Resources.", "probability": 0.0003101770918328119 }, { "score": 1.1396673917770386, "text": "In addition, the Company and the Association will also deliver to Capital Resources such number of copies of the Offering Prospectus, as amended or supplemented, as Capital Resources may reasonably request.\n\n (f) The Company will furnish to Capital Resources, from time to time during the period when the Offering Prospectus (or any later prospectus related to this Offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the \"1934 Act\"), such number of copies of such prospectus (as amended or supplemented) as Capital Resources may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 2.283356870637511e-05 }, { "score": -0.07247257232666016, "text": "In addition, the Company and the Association will also deliver to Capital Resources such number of copies of the Offering Prospectus, as amended or supplemented, as Capital Resources may reasonably request.\n\n (f) The Company will furnish to Capital Resources, from time to time during the period when the Offering Prospectus (or any later prospectus related to this Offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the \"1934 Act\"), such number of copies of such prospectus (as amended or supplemented) as Capital Resources may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in\n\n -11-\n\nconnection with the sale of the Shares by Capital Resources.", "probability": 6.7943528284652965e-06 }, { "score": -0.12095260620117188, "text": "The Company will furnish to Capital Resources, from time to time during the period when the Offering Prospectus (or any later prospectus related to this Offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the \"1934 Act\"), such number of copies of such prospectus (as amended or supplemented) as Capital Resources may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 6.4728193237035295e-06 }, { "score": -0.7687788009643555, "text": "in", "probability": 3.386461503980668e-06 }, { "score": -1.037628412246704, "text": "connection with the sale of the Shares by Capital Resources", "probability": 2.588130915202426e-06 }, { "score": -1.096149206161499, "text": "Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 2.4410180036764856e-06 }, { "score": -1.2027111053466797, "text": "(f) The Company will furnish to Capital Resources, from time to time during the period when the Offering Prospectus (or any later prospectus related to this Offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the \"1934 Act\"), such number of copies of such prospectus (as amended or supplemented) as Capital Resources may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 2.194278449165653e-06 }, { "score": -1.2609779834747314, "text": "Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 2.0700782108929077e-06 }, { "score": -1.3330925703048706, "text": "The Company will furnish to Capital Resources, from time to time during the period when the Offering Prospectus (or any later prospectus related to this Offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the \"1934 Act\"), such number of copies of such prospectus (as amended or supplemented) as Capital Resources may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in\n\n -11-\n\nconnection with the sale of the Shares by Capital Resources.", "probability": 1.9260510192553084e-06 }, { "score": -1.520789623260498, "text": "The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in\n\n -11-\n\nconnection with the sale of the Shares by Capital Resources", "probability": 1.5964377642869924e-06 }, { "score": -1.5744414329528809, "text": "Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 1.5130431291626526e-06 }, { "score": -1.7295401096343994, "text": "The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner", "probability": 1.29566524174757e-06 }, { "score": -1.7388958930969238, "text": "authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 1.2835998071106334e-06 }, { "score": -1.883131504058838, "text": "for any lawful manner in", "probability": 1.1111915066435595e-06 }, { "score": -1.963364601135254, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 1.0255199701792163e-06 }, { "score": -1.9809187650680542, "text": "in\n\n -11-\n\nconnection with the sale of the Shares by Capital Resources.", "probability": 1.0076749103015094e-06 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.058452606201172, "probability": 0.999855507504638 }, { "score": 2.3896055221557617, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 6.321356858962801e-05 }, { "score": 1.0071332454681396, "text": "(vii) no order suspending the Subscription or Public Offerings, the Conversion, the", "probability": 1.5863909624292197e-05 }, { "score": 0.8672131299972534, "text": "(vii) no order suspending the Subscription or Public Offerings, the Conversion, the", "probability": 1.3792522242637862e-05 }, { "score": 0.6899952292442322, "text": "The Conversion Application, including the Offering Prospectus, was approved by the OTS on __________, 1996. At the time of the approval of the Conversion Application, including", "probability": 1.1552578722580355e-05 }, { "score": 0.43168383836746216, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 8.922688363217037e-06 }, { "score": 0.2475430965423584, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows", "probability": 7.42205924807076e-06 }, { "score": -0.242099791765213, "text": "At the time of the approval of the Conversion Application, including", "probability": 4.548573453330297e-06 }, { "score": -0.39074957370758057, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association.", "probability": 3.920283117788996e-06 }, { "score": -0.7845050096511841, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association. The Conversion will have been effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and except with respect to the filing of certain post-sale, post-conversion reports and documents in compliance with the 1933 Act Regulations or the OTS's resolutions or letters of approval.", "probability": 2.644305445084352e-06 }, { "score": -1.0131492614746094, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank,", "probability": 2.1038398758663178e-06 }, { "score": -1.0427029132843018, "text": "The Association has filed the Conversion Application with the OTS.", "probability": 2.0425735063865346e-06 }, { "score": -1.0662742853164673, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 1.994990250796774e-06 }, { "score": -1.626115322113037, "text": "(b) The Conversion Application, including the Offering Prospectus, was approved by the OTS on __________, 1996. At the time of the approval of the Conversion Application, including", "probability": 1.1397376754976812e-06 }, { "score": -1.7321524620056152, "text": "properties, business affairs or business prospects of the Company or the Association, whether or not arising in the ordinary course of business,", "probability": 1.0250700859835102e-06 }, { "score": -1.791533350944519, "text": "(v) the Company and the Association have complied with all material agreements and satisfied, in all material respects at or prior to the Closing Date, all obligations required to be met by such date and will in all material respects comply with all obligations to be satisfied by them after Conversion; (vi) no stop order suspending the effectiveness of the Registration Statement has been initiated or, to the best knowledge of the Company or Association, threatened by the Commission or any state authority; (vii) no order suspending the Subscription or Public Offerings, the Conversion, the", "probability": 9.659725105937385e-07 }, { "score": -1.8494123220443726, "text": "Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third party claimants.", "probability": 9.116502381961663e-07 }, { "score": -1.9042956829071045, "text": "The Conversion Application, including the Offering Prospectus, was approved by the OTS on __________, 1996.", "probability": 8.629640600944398e-07 }, { "score": -1.9230966567993164, "text": "The Conversion Application, including the Offering Prospectus, was approved by the OTS on __________, 1996. At the time of the approval of the Conversion Application, including\n\n -4-\n\nthe Offering Prospectus, by the OTS (including any amendment or supplement thereto) and at all times subsequent thereto until the Closing Date, the Conversion Application, including the Offering Prospectus, will comply in all material respects with the Conversion Regulations and any other rules and regulations of the OTS.", "probability": 8.468910627817168e-07 }, { "score": -2.0877573490142822, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 7.183172894842114e-07 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.174039840698242, "probability": 0.9989570478169079 }, { "score": 4.225246429443359, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.00035271968580546557 }, { "score": 3.9453883171081543, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.00026661763089252244 }, { "score": 3.465641975402832, "text": "The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 0.00016502041544769555 }, { "score": 3.076744794845581, "text": "connection with the sale of the Shares by Capital Resources.", "probability": 0.00011185149071757477 }, { "score": 2.3861019611358643, "text": "The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in\n\n -11-\n\nconnection with the sale of the Shares by Capital Resources.", "probability": 5.606597834575073e-05 }, { "score": 1.612652063369751, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 2.586987810089045e-05 }, { "score": 1.5339500904083252, "text": "At the time of the approval of the Conversion Application, including", "probability": 2.3911925544282476e-05 }, { "score": 0.4361908435821533, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 7.97744403996234e-06 }, { "score": 0.34615910053253174, "text": "The Conversion Application, including the Offering Prospectus, was approved by the OTS on __________, 1996. At the time of the approval of the Conversion Application, including", "probability": 7.290603457217239e-06 }, { "score": -0.18046867847442627, "text": "(b) The Conversion Application, including the Offering Prospectus, was approved by the OTS on __________, 1996. At the time of the approval of the Conversion Application, including", "probability": 4.305781017105911e-06 }, { "score": -0.42225587368011475, "text": "The Association was a duly organized and is a validly existing federally-chartered savings and loan association in mutual form of organization and upon the Conversion will become a duly organized and validly existing federally-chartered savings bank in capital stock form of organization, in", "probability": 3.38099940299658e-06 }, { "score": -0.6286101341247559, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.\n\n -26-\n\nAny party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 10, will notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section 10.\n\n SECTION 11. Survival of Agreements, Representations and Indemnities.", "probability": 2.7505945455838513e-06 }, { "score": -0.6987948417663574, "text": "As soon as available after the Closing Date, Capital Resources shall receive a\n\n -22-\n\ncertified copy of the Association's stock charter.", "probability": 2.5641636909979807e-06 }, { "score": -0.7447746992111206, "text": "The Company will furnish to Capital Resources, from time to time during the period when the Offering Prospectus (or any later prospectus related to this Offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the \"1934 Act\"), such number of copies of such prospectus (as amended or supplemented) as Capital Resources may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 2.448933250105368e-06 }, { "score": -0.7509255409240723, "text": "certified copy of the Association's stock charter.", "probability": 2.4339164795516538e-06 }, { "score": -0.7671961784362793, "text": "For", "probability": 2.3946355363503147e-06 }, { "score": -0.8695816993713379, "text": "For", "probability": 2.161593154731017e-06 }, { "score": -1.0663361549377441, "text": "As soon as available after the Closing Date, Capital Resources shall receive a", "probability": 1.7755159662397521e-06 }, { "score": -1.2961301803588867, "text": "connection with the sale of the Shares by Capital Resources", "probability": 1.4109976966858964e-06 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.228041648864746, "probability": 0.9999382425511376 }, { "score": 2.0511415004730225, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 3.803659224564818e-05 }, { "score": 1.0395317077636719, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 1.3831365251999363e-05 }, { "score": -0.5773429274559021, "text": "The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 2.745777349457435e-06 }, { "score": -1.7937757968902588, "text": "The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 8.135331143349443e-07 }, { "score": -1.9378741979599, "text": "The Association has no subsidiaries.", "probability": 7.043590432496242e-07 }, { "score": -2.042546033859253, "text": "(vii) no order suspending the Subscription or Public Offerings, the Conversion, the", "probability": 6.343598593218551e-07 }, { "score": -2.0990419387817383, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 5.99514697208271e-07 }, { "score": -2.175623655319214, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 5.553168064970935e-07 }, { "score": -2.292309522628784, "text": "The Association has no subsidiaries.", "probability": 4.941568150054142e-07 }, { "score": -2.460545778274536, "text": "The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in\n\n -11-\n\nconnection with the sale of the Shares by Capital Resources.", "probability": 4.176386773484459e-07 }, { "score": -2.5395712852478027, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 3.859049684691527e-07 }, { "score": -2.5795841217041016, "text": "The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in\n\n -11-\n\nconnection with the sale of the Shares by Capital Resources.", "probability": 3.707686588353393e-07 }, { "score": -2.592604875564575, "text": "The Association has no subsidiaries.\n\n Any certificates signed by an officer of the Company or the Association and delivered to Capital Resources or its counsel that refer to this Agreement shall be deemed to be a representation and warranty by the Company or the Association to Capital Resources as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.\n\n SECTION 5. Capital Resources represents and warrants to the Company and the Association that:", "probability": 3.6597226548296114e-07 }, { "score": -2.6139450073242188, "text": "connection with the sale of the Shares by Capital Resources.", "probability": 3.5824511160220265e-07 }, { "score": -2.707887649536133, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 3.2612305490912975e-07 }, { "score": -2.782890558242798, "text": "For", "probability": 3.025576598807524e-07 }, { "score": -2.8167433738708496, "text": "The Company will furnish to Capital Resources, from time to time during the period when the Offering Prospectus (or any later prospectus related to this Offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the \"1934 Act\"), such number of copies of such prospectus (as amended or supplemented) as Capital Resources may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. The Company authorizes Capital Resources to use the Offering Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in", "probability": 2.9248665884777875e-07 }, { "score": -2.864132881164551, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein:", "probability": 2.7894916127382835e-07 }, { "score": -2.998701572418213, "text": "(y) The Association has no subsidiaries.", "probability": 2.4382746299834997e-07 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.819581985473633, "probability": 0.9928500340789267 }, { "score": 6.55116081237793, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 0.005114903107769865 }, { "score": 5.365264892578125, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.0015624616161487503 }, { "score": 3.2658262252807617, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms", "probability": 0.00019144090067879535 }, { "score": 3.2324018478393555, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale.", "probability": 0.00018514786403779314 }, { "score": 0.9775466918945312, "text": "In", "probability": 1.9419925273872235e-05 }, { "score": 0.807525634765625, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 1.6383562700072893e-05 }, { "score": 0.30162978172302246, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 9.878717590362529e-06 }, { "score": -0.18473076820373535, "text": "of the current bill.\n\n In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 6.074029083830878e-06 }, { "score": -0.20149660110473633, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company,", "probability": 5.9730418601909e-06 }, { "score": -0.23754693567752838, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 5.761546840703919e-06 }, { "score": -0.3327939510345459, "text": "properties, business affairs or business prospects of the Company or the Association, whether or not arising in the ordinary course of business,", "probability": 5.238100706472316e-06 }, { "score": -0.3662310838699341, "text": "Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale.", "probability": 5.06584947930123e-06 }, { "score": -0.5643429756164551, "text": "properties, business affairs or business prospects of the Company or the Association, whether or not arising in the ordinary course of business, (ii) there has not been (A) an increase of greater than $500,000 in the long term debt of the Association or (B) an increase of $100,000 or more in loans past due 90 days or more or (C) an increase of $100,000 or more in real estate acquired by foreclosure or (D) a decrease of $50,000 or more in the allowance for loan losses or (E) any decrease in total retained earnings or (F) a decrease in net income from January 1, 1996 to date when compared to the like period in 1995 or (G) any change in total assets of the Association in an amount greater than $2,000,000 or (H) any other material change which would require an amendment to the Offering Prospectus;", "probability": 4.155405211792743e-06 }, { "score": -0.6270105838775635, "text": "the", "probability": 3.902987709432735e-06 }, { "score": -0.6782549619674683, "text": "Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a public offering (the \"Public Offering,\" and when referred to together with the Subscription Offering, the \"Subscription and Public Offerings\") conducted after the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to the general public (all such offerees being referred to in the aggregate as \"Eligible Offerees\").", "probability": 3.7080197021203126e-06 }, { "score": -0.9168205261230469, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital", "probability": 2.9210186171616073e-06 }, { "score": -1.0141017436981201, "text": "properties, business affairs or business prospects of the Company or the Association,", "probability": 2.650242590432664e-06 }, { "score": -1.0438188314437866, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 2.5726438142198326e-06 }, { "score": -1.1526570320129395, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above", "probability": 2.307341257901523e-06 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.1446533203125, "probability": 0.9999446825119994 }, { "score": 1.9987103939056396, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 3.923276786506906e-05 }, { "score": -0.14266133308410645, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows", "probability": 4.609597696129278e-06 }, { "score": -0.6143749952316284, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 2.8760761676790527e-06 }, { "score": -1.0846470594406128, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 1.7970651449316211e-06 }, { "score": -1.1586323976516724, "text": "properties, business affairs or business prospects of the Company or the Association, whether or not arising in the ordinary course of business,", "probability": 1.6689080010842797e-06 }, { "score": -1.6753402948379517, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 9.95471906663317e-07 }, { "score": -2.1476564407348633, "text": "properties, business affairs or business prospects of the Company or the Association, whether or not arising in the ordinary course of business, (ii) there has not been (A) an increase of greater than $500,000 in the long term debt of the Association or (B) an increase of $100,000 or more in loans past due 90 days or more or (C) an increase of $100,000 or more in real estate acquired by foreclosure or (D) a decrease of $50,000 or more in the allowance for loan losses or (E) any decrease in total retained earnings or (F) a decrease in net income from January 1, 1996 to date when compared to the like period in 1995 or (G) any change in total assets of the Association in an amount greater than $2,000,000 or (H) any other material change which would require an amendment to the Offering Prospectus;", "probability": 6.207328256324322e-07 }, { "score": -2.364190101623535, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein:", "probability": 4.998795133044339e-07 }, { "score": -2.4061107635498047, "text": "(n) Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein:", "probability": 4.793573890181512e-07 }, { "score": -2.5260777473449707, "text": "Capital", "probability": 4.251659019443544e-07 }, { "score": -2.691856861114502, "text": "properties, business affairs or business prospects of the Company or the Association,", "probability": 3.602147338354988e-07 }, { "score": -2.9607419967651367, "text": "(y) The Association has no subsidiaries.\n\n Any certificates signed by an officer of the Company or the Association and delivered to Capital Resources or its counsel that refer to this Agreement shall be deemed to be a representation and warranty by the Company or the Association to Capital Resources as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.\n\n SECTION 5. Capital Resources represents and warrants to the Company and the Association that:", "probability": 2.75287278323645e-07 }, { "score": -3.059511184692383, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 2.4939700214959187e-07 }, { "score": -3.0638153553009033, "text": "During the period of three years from the date hereof, the Company will furnish to Capital Resources:", "probability": 2.4832586174226733e-07 }, { "score": -3.217301368713379, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Company or the Association, or of the Company and the Association considered as one enterprise, or in the earnings, capital,", "probability": 2.129922604007341e-07 }, { "score": -3.2592220306396484, "text": "(n) Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Company or the Association, or of the Company and the Association considered as one enterprise, or in the earnings, capital,", "probability": 2.0424804599781632e-07 }, { "score": -3.266542911529541, "text": "(vii) no order suspending the Subscription or Public Offerings, the Conversion, the", "probability": 2.0275823041620325e-07 }, { "score": -3.2836122512817383, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 1.993266520015915e-07 }, { "score": -3.5039114952087402, "text": "properties", "probability": 1.599155242560493e-07 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.274898529052734, "probability": 0.9991591523941536 }, { "score": 4.9300761222839355, "text": "The Association will maintain appropriate arrangements for depositing all funds received from persons mailing subscriptions for or orders to purchase Shares in the Subscription and Public Offerings on an interest-bearing basis at the rate described in the Offering Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Association's obligation to refund payments received from persons subscribing for or ordering Shares in the Subscription and Public Offerings in accordance with the Plan as described in the Offering Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Offering Prospectus.", "probability": 0.0006453849431621684 }, { "score": 3.210171937942505, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.00011557766931210698 }, { "score": 2.008686065673828, "text": "At the time of the approval of the Conversion Application, including", "probability": 3.475963825010235e-05 }, { "score": 0.8286406993865967, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows", "probability": 1.0680413254036803e-05 }, { "score": 0.6193422079086304, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein:", "probability": 8.663450077027615e-06 }, { "score": 0.31309759616851807, "text": "The Conversion Application, including the Offering Prospectus, was approved by the OTS on __________, 1996. At the time of the approval of the Conversion Application, including", "probability": 6.378088368922832e-06 }, { "score": -0.14133119583129883, "text": "(b) The Conversion Application, including the Offering Prospectus, was approved by the OTS on __________, 1996. At the time of the approval of the Conversion Application, including", "probability": 4.048877295755198e-06 }, { "score": -0.3247687816619873, "text": "The Association will maintain appropriate arrangements for depositing all funds received from persons mailing subscriptions for or orders to purchase Shares in the Subscription and Public Offerings on an interest-bearing basis at the rate described in the Offering Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Association's obligation to refund payments received from persons subscribing for or ordering Shares in the Subscription and Public Offerings in accordance with the Plan as described in the Offering Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Offering Prospectus. The Association will maintain such records of all funds received to permit the funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the Association to make the appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the Offering Prospectus.", "probability": 3.37030095972473e-06 }, { "score": -0.49952054023742676, "text": "The", "probability": 2.829925220226026e-06 }, { "score": -1.110053539276123, "text": "The release of Shares against payment therefor shall be made on a date and at a time and place acceptable to the Company, the Association and Capital Resources.", "probability": 1.5368229843171147e-06 }, { "score": -1.2304636240005493, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Company or the Association, or of the Company and the Association considered as one enterprise, or in the earnings, capital,", "probability": 1.3624808652378316e-06 }, { "score": -1.3084415197372437, "text": "(y) The Association has no subsidiaries.\n\n Any certificates signed by an officer of the Company or the Association and delivered to Capital Resources or its counsel that refer to this Agreement shall be deemed to be a representation and warranty by the Company or the Association to Capital Resources as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.\n\n SECTION 5. Capital Resources represents and warrants to the Company and the Association that:", "probability": 1.2602741893158924e-06 }, { "score": -1.5156524181365967, "text": "The agreements contained in this Section 9 and in Section 10 hereof and the representations and warranties of the Company and the Association set forth in this Agreement shall remain operative and in full force and effect regardless of: (i) any investigation made by or on behalf of Capital Resources or its officers, directors or controlling persons, agents or employees or by or on behalf of the Company or the Association or any officers, directors or controlling persons, agents or employees of the Company or the Association or any controlling person, director or officer of the Company or the Association; (ii) delivery of and payment hereunder for the Shares; or (iii) any termination of this Agreement.", "probability": 1.0244116107334336e-06 }, { "score": -1.6991691589355469, "text": "(n) Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein:", "probability": 8.526566514485951e-07 }, { "score": -1.9429035186767578, "text": "Capital", "probability": 6.682234261513847e-07 }, { "score": -1.9745243787765503, "text": "depositing all funds received from persons mailing subscriptions for or orders to purchase Shares in the Subscription and Public Offerings on an interest-bearing basis at the rate described in the Offering Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Association's obligation to refund payments received from persons subscribing for or ordering Shares in the Subscription and Public Offerings in accordance with the Plan as described in the Offering Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Offering Prospectus.", "probability": 6.474242043485733e-07 }, { "score": -1.9867722988128662, "text": "The Association will maintain appropriate arrangements for depositing all funds received from persons mailing subscriptions for or orders to purchase Shares in the Subscription and Public Offerings on an interest-bearing basis at the rate described in the Offering Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Association's obligation to refund payments received from persons subscribing for or ordering Shares in the Subscription and Public Offerings in accordance with the Plan as described in the Offering Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Offering Prospectus", "probability": 6.395429673671032e-07 }, { "score": -2.0460784435272217, "text": "As soon as available after the Closing Date, Capital Resources shall receive a\n\n -22-\n\ncertified copy of the Association's stock charter.\n\n (1) Subsequent to the date hereof, there shall not have occurred any of the following:", "probability": 6.027169376514915e-07 }, { "score": -2.1200428009033203, "text": "(t) The Association will maintain appropriate arrangements for depositing all funds received from persons mailing subscriptions for or orders to purchase Shares in the Subscription and Public Offerings on an interest-bearing basis at the rate described in the Offering Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Association's obligation to refund payments received from persons subscribing for or ordering Shares in the Subscription and Public Offerings in accordance with the Plan as described in the Offering Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Offering Prospectus.", "probability": 5.597461098601725e-07 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.391312599182129, "probability": 0.5136133356103756 }, { "score": 12.177358627319336, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.4146839837231838 }, { "score": 9.370819091796875, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.025052589855375142 }, { "score": 9.368172645568848, "text": "In the event the closing does not occur, the Conversion is terminated or otherwise abandoned, or the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, Capital Resources shall be reimbursed for all reasonable legal fees and out-of-pocket expenses for rendering financial advice to the Association concerning the structure of the Conversion, preparing a market and financial analysis, performing due diligence and assisting in the preparation of the Application for Conversion and the Registration Statement, which shall be paid upon such termination, abandonment or amendment or within five days of such event.", "probability": 0.02498637717624189 }, { "score": 7.771206855773926, "text": "Each of Capital Resources and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary, to perform such services and Capital Resources is a registered selling agent in the jurisdictions listed in Exhibit A hereto and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Shares, until the Conversion is consummated or terminated.", "probability": 0.005059992360946854 }, { "score": 7.300850868225098, "text": "The agreements contained in this Section 9 and in Section 10 hereof and the representations and warranties of the Company and the Association set forth in this Agreement shall remain operative and in full force and effect regardless of: (i) any investigation made by or on behalf of Capital Resources or its officers, directors or controlling persons, agents or employees or by or on behalf of the Company or the Association or any officers, directors or controlling persons, agents or employees of the Company or the Association or any controlling person, director or officer of the Company or the Association; (ii) delivery of and payment hereunder for the Shares; or (iii) any termination of this Agreement.", "probability": 0.003161381090439469 }, { "score": 7.084920883178711, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources,", "probability": 0.0025474146981205917 }, { "score": 7.075224876403809, "text": "If requested by the Company or the Association, Capital Resources also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities Dealers, Inc. (the \"NASD\") to participate in the solicitation of purchase orders for Shares under a selected dealers' agreement (\"Selected Dealers' Agreement\"). The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.0025228343063435307 }, { "score": 6.658992767333984, "text": "Upon consummation of the Conversion, the authorized, issued and outstanding capital stock of the Company will be as set forth in the Registration Statement and the Offering Prospectus under the caption \"Capitalization,\" and no shares of Common Stock have been issued prior to the Closing Date; at the time of the Conversion, the Shares subscribed for pursuant to the Offerings will have been duly and validly authorized for issuance, and when issued and delivered by the Company pursuant to the Plan against payment of", "probability": 0.0016638777716502578 }, { "score": 6.483587741851807, "text": "The liquidation account for the benefit of account holders with account balances of $50 or more as of the applicable record dates will be duly established and maintained in accordance with the requirements of the OTS, and such Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their savings accounts in the Association will have an inchoate interest", "probability": 0.0013961882707512984 }, { "score": 6.394732475280762, "text": "but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.0012774815402775987 }, { "score": 6.126873016357422, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.0009772929105202719 }, { "score": 5.916170597076416, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date", "probability": 0.0007916219910802341 }, { "score": 5.575756072998047, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date.", "probability": 0.0005632195236474467 }, { "score": 5.2666192054748535, "text": "In the event the closing does not occur, the Conversion is terminated or otherwise abandoned, or the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, Capital Resources shall be reimbursed for all reasonable legal fees and out-of-pocket expenses for rendering financial advice to the Association concerning the structure of the Conversion, preparing a market and financial analysis, performing due diligence and assisting in the preparation of the Application for Conversion and the Registration Statement, which shall be paid upon such termination, abandonment or amendment or within five days of such event", "probability": 0.0004134483520407129 }, { "score": 5.164656162261963, "text": "in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.0003733698782776936 }, { "score": 4.792654991149902, "text": "The Conversion will have been effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and except with respect to the filing of certain post-sale, post-conversion reports and documents in compliance with the 1933 Act Regulations or the OTS's resolutions or letters of approval.", "probability": 0.0002573838081960222 }, { "score": 4.673821926116943, "text": "Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association. The Conversion will have been effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and except with respect to the filing of certain post-sale, post-conversion reports and documents in compliance with the 1933 Act Regulations or the OTS's resolutions or letters of approval.", "probability": 0.00022854550175775538 }, { "score": 4.647494792938232, "text": "upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.0002226070678645342 }, { "score": 4.575068950653076, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings", "probability": 0.00020705456290919617 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Audit Rights": [ { "text": "", "score": 12.291357040405273, "probability": 0.9620081616971955 }, { "score": 8.682707786560059, "text": "(ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit examination in accordance with generally accepted auditing standards) consisting of a reading of the latest available unaudited interim financial statements of the Association prepared by the Association, a reading of the minutes of the meetings of the Board of Directors and members of the Association and consultations with officers of the Association responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) such unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Offering Prospectus; or (B) during the period from the date of the latest financial statements included in the", "probability": 0.026059273175380312 }, { "score": 6.527676582336426, "text": "(B) during the period from the date of the latest financial statements included in the", "probability": 0.0030202586597821 }, { "score": 6.221174240112305, "text": "or (B) during the period from the date of the latest financial statements included in the", "probability": 0.0022229610966120025 }, { "score": 5.683001518249512, "text": "nothing came to their attention which caused them to believe that: (A) such unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Offering Prospectus; or (B) during the period from the date of the latest financial statements included in the", "probability": 0.0012977959630199485 }, { "score": 5.481639862060547, "text": "(ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit examination in accordance with generally accepted auditing standards) consisting of a reading of the latest available unaudited interim financial statements of the Association prepared by the Association, a reading of the minutes of the meetings of the Board of Directors and members of the Association and consultations with officers of the Association responsible for financial and accounting matters, nothing came to their attention which caused them to believe that:", "probability": 0.0010610996291247126 }, { "score": 5.323723793029785, "text": "(A) such unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Offering Prospectus; or (B) during the period from the date of the latest financial statements included in the", "probability": 0.0009060957332767248 }, { "score": 5.296689510345459, "text": "(ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit examination in accordance with generally accepted auditing standards) consisting of a reading of the latest available unaudited interim financial statements of the Association prepared by the Association, a reading of the minutes of the meetings of the Board of Directors and members of the Association and consultations with officers of the Association responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) such unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Offering Prospectus;", "probability": 0.000881928232496672 }, { "score": 5.064205646514893, "text": "stating in effect that, on the basis of certain agreed upon procedures (but not an audit examination in accordance with generally accepted auditing standards) consisting of a reading of the latest available unaudited interim financial statements of the Association prepared by the Association, a reading of the minutes of the meetings of the Board of Directors and members of the Association and consultations with officers of the Association responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) such unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Offering Prospectus; or (B) during the period from the date of the latest financial statements included in the", "probability": 0.0006989832784286978 }, { "score": 4.666009902954102, "text": "including but not limited to, attorneys' fees, transfer agent, registrar and other agent charges, fees relating to auditing and accounting or other advisors and costs of printing all documents necessary in connection with the Conversion;", "probability": 0.0004693886372949726 }, { "score": 4.327541828155518, "text": "(A) such unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Offering Prospectus; or (B) during the period from the date of the latest financial statements included in the", "probability": 0.00033460910556093416 }, { "score": 4.277079105377197, "text": "including but not limited to, attorneys' fees, transfer agent, registrar and other agent charges, fees relating to auditing and accounting or other advisors and costs of printing all documents necessary in connection with the Conversion;\n\n\n\n\n\nand (e) out-of-pocket expenses incurred by Capital Resources in connection with the Conversion or any of the transactions contemplated hereby, including, without limitation, the fees of its attorneys, and reasonable communication and travel expenses.", "probability": 0.00031814278093952094 }, { "score": 3.4203929901123047, "text": "(B) during the period from the date of the latest financial statements included in the", "probability": 0.00013507283661309995 }, { "score": 3.266672372817993, "text": "including but not limited to, attorneys' fees, transfer agent, registrar and other agent charges, fees relating to auditing and accounting or other advisors and costs of printing all documents necessary in connection with the Conversion;\n\n\n\n\n\nand (e) out-of-pocket expenses incurred by Capital Resources in connection with the Conversion or any of the transactions contemplated hereby, including, without limitation, the fees of its attorneys, and reasonable communication and travel expenses.", "probability": 0.00011582651903335967 }, { "score": 3.1356964111328125, "text": "such unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Offering Prospectus; or (B) during the period from the date of the latest financial statements included in the", "probability": 0.00010160752368619176 }, { "score": 3.071133613586426, "text": "during the period from the date of the latest financial statements included in the", "probability": 9.525474098470187e-05 }, { "score": 2.7937707901000977, "text": "audit examination in accordance with generally accepted auditing standards) consisting of a reading of the latest available unaudited interim financial statements of the Association prepared by the Association, a reading of the minutes of the meetings of the Board of Directors and members of the Association and consultations with officers of the Association responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) such unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Offering Prospectus; or (B) during the period from the date of the latest financial statements included in the", "probability": 7.218209066513264e-05 }, { "score": 2.7594876289367676, "text": "The other financial, statistical and pro forma information and related notes included in the Offering Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited financial statements, if any, of the Association included in the Offering Prospectus, and as to the pro forma adjustments, the adjustments made therein have been properly applied on the basis described therein.", "probability": 6.974939886462821e-05 }, { "score": 2.7188303470611572, "text": "B) during the period from the date of the latest financial statements included in the", "probability": 6.697045288203749e-05 }, { "score": 2.6833882331848145, "text": "a reading of the minutes of the meetings of the Board of Directors and members of the Association and consultations with officers of the Association responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) such unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Offering Prospectus; or (B) during the period from the date of the latest financial statements included in the", "probability": 6.46384481590433e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.366727828979492, "probability": 0.49683184362993504 }, { "score": 11.914064407348633, "text": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement.", "probability": 0.31595133685001187 }, { "score": 10.801109313964844, "text": "The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have.", "probability": 0.10381735061334652 }, { "score": 10.21817398071289, "text": "corporate action of the Company and the Association, and, to the best knowledge of such counsel, will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their business considered as one enterprise, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject.", "probability": 0.05795679260146398 }, { "score": 8.936164855957031, "text": "The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have. For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.01608180732111147 }, { "score": 7.372766494750977, "text": "No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have.", "probability": 0.0033679029876400803 }, { "score": 6.972325325012207, "text": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement. It is understood that the above-stated limitation on Capital Resources' liability is essential to Capital Resources and that Capital Resources relied upon such limitation and would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement.", "probability": 0.0022565771325424545 }, { "score": 6.1752095222473145, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.0010168741054814232 }, { "score": 5.507822036743164, "text": "No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have. For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.000521704383741618 }, { "score": 5.085697174072266, "text": "The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have. For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 0.0003420566101516557 }, { "score": 4.996224880218506, "text": "corporate action of the Company and the Association, and, to the best knowledge of such counsel, will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their business considered as one enterprise, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject. In addition, such action will not result in any contravention of the provisions of the certificate of incorporation or bylaws of the Company or the Association or any applicable law, act, regulation or order or court order, writ, injunction or decree.", "probability": 0.0003127812161729404 }, { "score": 4.963324546813965, "text": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement", "probability": 0.00030265805075681317 }, { "score": 4.751065254211426, "text": "corporate action of the Company and the Association,", "probability": 0.0002447762016090089 }, { "score": 4.540901184082031, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Company or the Association, or of the Company and the Association considered as one enterprise, or in the earnings, capital,", "probability": 0.0001983791820443864 }, { "score": 4.500919342041016, "text": "It is understood that the above-stated limitation on Capital Resources' liability is essential to Capital Resources and that Capital Resources relied upon such limitation and would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have.", "probability": 0.00019060408400564026 }, { "score": 4.453617095947266, "text": "No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.", "probability": 0.00018179799843945214 }, { "score": 3.973623037338257, "text": "porate action of the Company and the Association, and, to the best knowledge of such counsel, will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their business considered as one enterprise, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject.", "probability": 0.00011249425046827246 }, { "score": 3.96960186958313, "text": "corporate action of the Company and the Association, and, to the best knowledge of such counsel, will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their business considered as one enterprise, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject", "probability": 0.00011204280050199676 }, { "score": 3.8673923015594482, "text": "corporate action of the Company and the Association, and", "probability": 0.000101156758461596 }, { "score": 3.8464791774749756, "text": "If any of the conditions specified in Section 8 shall not have been fulfilled when and as required by this Agreement, or by the Closing Date, or waived in writing by Capital Resources, this Agreement and all of Capital Resources obligations hereunder may be canceled by Capital Resources by notifying the Association of such cancellation in writing or by telegram at any time at or prior to the Closing Date, and, any such cancellation shall be without Liability of any party to any other party except as otherwise provided in Sections 2, 7, 9 and 10 hereof.", "probability": 9.906322211425793e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Cap On Liability": [ { "score": 14.124759674072266, "text": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement.", "probability": 0.8357264250384302 }, { "text": "", "score": 12.194618225097656, "probability": 0.121287027880359 }, { "score": 10.533584594726562, "text": "The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have.", "probability": 0.02303756714082876 }, { "score": 9.361811637878418, "text": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement. It is understood that the above-stated limitation on Capital Resources' liability is essential to Capital Resources and that Capital Resources relied upon such limitation and would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement.", "probability": 0.007137433661357892 }, { "score": 8.5744047164917, "text": "In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.", "probability": 0.0032476977450252107 }, { "score": 8.016701698303223, "text": "The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have. For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.0018593804502660045 }, { "score": 8.003331184387207, "text": "corporate action of the Company and the Association, and, to the best knowledge of such counsel, will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their business considered as one enterprise, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject.", "probability": 0.0018346850411363536 }, { "score": 7.671001434326172, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 0.0013159292591407806 }, { "score": 7.510340690612793, "text": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement", "probability": 0.0011206202574301966 }, { "score": 7.452815532684326, "text": "In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (and any special counsel that said firm may retain) for all indemnified parties in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising out of the same general allegations or circumstances.", "probability": 0.0010579754990435813 }, { "score": 6.777102470397949, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 0.0005382910462576545 }, { "score": 6.386712551116943, "text": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement. It is understood that the above-stated limitation on Capital Resources' liability is essential to Capital Resources and that Capital Resources relied upon such limitation and would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement", "probability": 0.00036431157354470834 }, { "score": 6.334810733795166, "text": "Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement.", "probability": 0.00034588545158385737 }, { "score": 6.189816474914551, "text": "No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have.", "probability": 0.0002992003442226779 }, { "score": 5.974462985992432, "text": "It is understood that the above-stated limitation on Capital Resources' liability is essential to Capital Resources and that Capital Resources relied upon such limitation and would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have.", "probability": 0.0002412321885513092 }, { "score": 5.695508003234863, "text": "It", "probability": 0.00018250999249060942 }, { "score": 5.21834135055542, "text": "The relative benefits received by the Company and the Association on the one hand and Capital Resources on the other shall be deemed to be in the same proportion as the total gross proceeds from the Subscription and Public Offerings (before deducting expenses) received by the Company bear to the total fees (not including expenses) received by Capital Resources.", "probability": 0.00011325458760741032 }, { "score": 5.133180618286133, "text": "The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or action, proceedings or claims in respect thereof) referred to above in this Section 10 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement.", "probability": 0.00010400901103425635 }, { "score": 5.0478739738464355, "text": "The consummation of the transactions herein contemplated will not (i) conflict with or constitute a breach of, or default under, the certificate of incorporation and bylaws of the Company, the charter and bylaws of the Association (in either mutual or capital stock form), or any material contract, lease or other instrument to which the Company or the Association has a beneficial interest, or any applicable law, rule, regulation or order; (ii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to the Company or the Association; or (iii) with the exception of the Liquidation Account established in the Conversion, result in the creation of any material lien, charge or encumbrance upon any property of the Company or the Association.", "probability": 9.55042639812632e-05 }, { "score": 5.000216960906982, "text": "In the event the Company fails to sell all of the Shares within the period specified, and in accordance with the provisions of the Plan or as required by the Conversion Regulations and applicable law, this Agreement shall terminate upon refund by the Association to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Offering Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except for payment by the Association and/or the Company as set forth in Sections 2, 7, 9 and 10 hereof.", "probability": 9.105956770845702e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.146114349365234, "probability": 0.7629148487183736 }, { "score": 10.288806915283203, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 0.11908517463806599 }, { "score": 9.388442039489746, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);", "probability": 0.04839875617602602 }, { "score": 8.841741561889648, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 0.028015940085223918 }, { "score": 8.372509956359863, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.", "probability": 0.017523485879113926 }, { "score": 7.964842319488525, "text": "(ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.011656621580416986 }, { "score": 6.376476764678955, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a) (i) a marketing fee in the amount of (x) two percent", "probability": 0.0023809720763538736 }, { "score": 6.213454723358154, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a)", "probability": 0.0020228083100731972 }, { "score": 6.157510757446289, "text": "(a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);", "probability": 0.0019127515978673475 }, { "score": 5.80510950088501, "text": "Capital Resources shall receive the following compensation for its services hereunder", "probability": 0.0013446605149400343 }, { "score": 5.695552825927734, "text": "a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 0.001205126934209713 }, { "score": 5.466335296630859, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a) (i) a marketing fee in the amount of", "probability": 0.0009582633642429825 }, { "score": 4.889910697937012, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association", "probability": 0.0005384518362277119 }, { "score": 4.743294715881348, "text": "(i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);", "probability": 0.00046502076938020594 }, { "score": 4.7356462478637695, "text": "(ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.\n\n\n\n\n\n (b) Capital Resources shall be reimbursed for all reasonable out-of-pocket expenses, including, but not limited to, legal fees, travel, communications and postage, incurred by it whether or not the Conversion is successfully completed as set forth in Section 7 hereof.", "probability": 0.00046147763992670805 }, { "score": 4.6319169998168945, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a)", "probability": 0.0004160079430125772 }, { "score": 4.251282215118408, "text": "The liquidation account for the benefit of account holders with account balances of $50 or more as of the applicable record dates will be duly established and maintained in accordance with the requirements of the OTS, and such Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their savings accounts in the Association will have an inchoate interest", "probability": 0.00028431124443058253 }, { "score": 3.7024457454681396, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar", "probability": 0.00016422428738524592 }, { "score": 3.539135456085205, "text": "in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.\n\n (k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.00013948022153905973 }, { "score": 3.3162786960601807, "text": "Capital Resources shall receive the following compensation for its services hereunder", "probability": 0.00011161618319058443 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.910686492919922, "probability": 0.9849229726245688 }, { "score": 6.473769664764404, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "probability": 0.004287254749518907 }, { "score": 6.27412223815918, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 0.0035113450983538293 }, { "score": 5.884058952331543, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "probability": 0.0023772298878543415 }, { "score": 5.132171154022217, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the\n\n -2-\n\nAssociation and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "probability": 0.001120806033052611 }, { "score": 4.814847469329834, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.0008160533176812566 }, { "score": 4.427258491516113, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Company or the Association, or of the Company and the Association considered as one enterprise, or in the earnings, capital,", "probability": 0.0005538482406143711 }, { "score": 4.3522257804870605, "text": "The Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period an earnings statement (in form complying with the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the effective date (as defined in said Rule 158) of the Registration Statement.", "probability": 0.0005138122900408692 }, { "score": 4.19955587387085, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus, except as may otherwise be stated therein:", "probability": 0.0004410631655219785 }, { "score": 3.8930559158325195, "text": "In the event the Company fails to sell all of the Shares within the period specified, and in accordance with the provisions of the Plan or as required by the Conversion Regulations and applicable law, this Agreement shall terminate upon refund by the Association to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Offering Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except for payment by the Association and/or the Company as set forth in Sections 2, 7, 9 and 10 hereof.", "probability": 0.0003246306711330292 }, { "score": 3.5146431922912598, "text": "At the Closing Date, Capital Resources shall receive a letter from KPMG, dated the Closing Date, addressed to Capital Resources, confirming the statements made by its letter delivered by it pursuant to subsection (g) of this Section 8, except that the \"specified date\" referred to in clause (ii)(B) thereof to be a date specified in such letter, which shall not be more than three business days prior to the Closing Date.", "probability": 0.00022235504720881683 }, { "score": 3.247159242630005, "text": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company,", "probability": 0.00017016889884064094 }, { "score": 3.069575786590576, "text": "(B) during the period from the date of the latest financial statements included in the", "probability": 0.00014248090780060748 }, { "score": 2.8400089740753174, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:\n\n (a) In the event the Company fails to sell all of the Shares within the period specified, and in accordance with the provisions of the Plan or as required by the Conversion Regulations and applicable law, this Agreement shall terminate upon refund by the Association to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Offering Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except for payment by the Association and/or the Company as set forth in Sections 2, 7, 9 and 10 hereof.", "probability": 0.00011325491895154956 }, { "score": 2.8285775184631348, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows", "probability": 0.00011196762222880176 }, { "score": 2.70707631111145, "text": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof", "probability": 9.915740479264062e-05 }, { "score": 2.500126361846924, "text": "Accepted as of the date first above written.", "probability": 8.062095357523047e-05 }, { "score": 2.408853769302368, "text": "termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\"). All fees due to Capital Resources but unpaid will be payable to Capital Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the", "probability": 7.35882961285817e-05 }, { "score": 2.1884775161743164, "text": "Since the respective dates as of which information is given in the Registration Statement and the Offering Prospectus,", "probability": 5.9033775131538235e-05 }, { "score": 2.176931619644165, "text": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources,", "probability": 5.835609700116647e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Insurance": [ { "score": 13.236160278320312, "text": "The Association is a member of the Federal Home Loan Bank of New York (\"FHLBNY\"); and the deposit accounts of the Association are insured by the FDIC up to the applicable limits.", "probability": 0.5406875692241565 }, { "text": "", "score": 12.147808074951172, "probability": 0.18208787543317606 }, { "score": 11.379095077514648, "text": "The Association will maintain such records of all funds received to permit the funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the Association to make the appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the Offering Prospectus.", "probability": 0.08441764174423745 }, { "score": 11.024497032165527, "text": "The Association is a member of the Federal Home Loan Bank of New York (\"FHLBNY\"); and the deposit accounts of the Association are insured by the FDIC up to the applicable limits.", "probability": 0.05921520557365105 }, { "score": 10.78922176361084, "text": "The Association is a member of the FHLBNY, and the deposit accounts of the Association are insured by the FDIC up to the maximum amount allowed under law and to the best of such counsel's knowledge no proceedings for the termination or revocation of such insurance are pending or threatened;", "probability": 0.046800930783445806 }, { "score": 10.727675437927246, "text": "The Association is a member of the FHLBNY, and the deposit accounts of the Association are insured by the FDIC up to the maximum amount allowed under law and to the best of such counsel's knowledge no proceedings for the termination or revocation of such insurance are pending or threatened; and the description of the liquidation account as set forth in the Registration Statement and the Offering Prospectus under the caption \"The Conversion - Effects of Conversion to Stock Form on Depositors and Borrowers of the Bank - Liquidation Account\" has been reviewed by such counsel and is accurate in all material respects.", "probability": 0.04400735440756215 }, { "score": 10.2850923538208, "text": "The Association is a member of the FHLBNY, and the deposit accounts of the Association are insured by the FDIC up to the maximum amount allowed under law and to the best of such counsel's knowledge no proceedings for the termination or revocation of such insurance are pending or threatened;", "probability": 0.028269222861751334 }, { "score": 8.439844131469727, "text": "the deposit accounts of the Association are insured by the FDIC up to the applicable limits.", "probability": 0.004466144279595263 }, { "score": 8.18532657623291, "text": "The Association is a member of the Federal Home Loan Bank of New York (\"FHLBNY\"); and the deposit accounts of the Association are insured by the FDIC up to the applicable limits", "probability": 0.0034625589750820053 }, { "score": 7.2789411544799805, "text": "The Association is a member of the FHLBNY,", "probability": 0.001398810849027235 }, { "score": 7.0516357421875, "text": "and the deposit accounts of the Association are insured by the FDIC up to the applicable limits.", "probability": 0.0011144010323295927 }, { "score": 7.040452480316162, "text": "The Association is a member of the FHLBNY,", "probability": 0.001102007821181378 }, { "score": 6.597184181213379, "text": "Federal Home Loan Bank of New York (\"FHLBNY\"); and the deposit accounts of the Association are insured by the FDIC up to the applicable limits.", "probability": 0.0007074173393464545 }, { "score": 6.074411392211914, "text": "(h) The Association is a member of the Federal Home Loan Bank of New York (\"FHLBNY\"); and the deposit accounts of the Association are insured by the FDIC up to the applicable limits.", "probability": 0.00041940959613963715 }, { "score": 6.048245429992676, "text": "(h) The Association is a member of the Federal Home Loan Bank of New York (\"FHLBNY\"); and the deposit accounts of the Association are insured by the FDIC up to the applicable limits.", "probability": 0.0004085776723531155 }, { "score": 6.035135269165039, "text": "AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association (\"Association\"), with its deposit accounts insured by the Savings Association Insurance Fund (\"SAIF\") administered by the Federal Deposit Insurance Corporation (\"FDIC\"), hereby confirm their agreement with Capital Resources, Inc. (\"Capital Resources\") as follows:", "probability": 0.0004032561128292101 }, { "score": 6.026878356933594, "text": "The Association is a member of the Federal Home Loan Bank of New York (\"FHLBNY\"); and the deposit accounts of the Association are insured by the FDIC up to the applicable limits", "probability": 0.0003999401710579851 }, { "score": 5.523017883300781, "text": "The Association is a member of the", "probability": 0.00024164132290107533 }, { "score": 5.369537353515625, "text": "deposit accounts of the Association are insured by the FDIC up to the applicable limits.", "probability": 0.00020725998267137437 }, { "score": 5.243818283081055, "text": "The Association is a member of the Federal Home Loan Bank of New York", "probability": 0.0001827748175054617 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.106380462646484, "probability": 0.9333266146733109 }, { "score": 8.634535789489746, "text": "Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 10, will notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section 10.", "probability": 0.028988828619363357 }, { "score": 7.990979194641113, "text": "corporate action of the Company and the Association, and, to the best knowledge of such counsel, will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their business considered as one enterprise, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject.", "probability": 0.015231321625246671 }, { "score": 6.988286018371582, "text": "Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third party claimants.", "probability": 0.005588219742559593 }, { "score": 6.546928405761719, "text": "The Association does not own", "probability": 0.003594134287498567 }, { "score": 6.4286580085754395, "text": "The Company and the Association hereby jointly and severally covenant with Capital Resources as follows:\n\n (a) The Company has filed the Registration Statement with the Commission. The Company will not, at any time after the date the Registration\n\n\n\n\n\nStatement is declared effective, file any amendment or supplement to the Registration Statement without providing Capital Resources and its counsel an opportunity to review such amendment or file any amendment or supplement to which amendment Capital Resources or its counsel shall reasonably object.", "probability": 0.0031932293968763383 }, { "score": 6.16402530670166, "text": "The Company and the Association hereby jointly and severally covenant with Capital Resources as follows:", "probability": 0.002450764588869109 }, { "score": 5.917410850524902, "text": "This Agreement shall inure solely to the benefit of, and shall be binding upon, Capital Resources and the Company, the Association and the controlling persons referred to in Section 9 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.", "probability": 0.0019151301749229484 }, { "score": 5.663374423980713, "text": "The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 0.001485496664044129 }, { "score": 5.176259994506836, "text": "The Company will not, at any time after the date the Registration\n\n\n\n\n\nStatement is declared effective, file any amendment or supplement to the Registration Statement without providing Capital Resources and its counsel an opportunity to review such amendment or file any amendment or supplement to which amendment Capital Resources or its counsel shall reasonably object.", "probability": 0.00091268428364633 }, { "score": 5.136324405670166, "text": "This Agreement shall inure solely to the benefit of, and shall be binding upon, Capital Resources and the Company, the Association and the controlling persons referred to in Section 9 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.", "probability": 0.0008769539048097796 }, { "score": 5.002905368804932, "text": "corporate action of the Company and the Association, and, to the best knowledge of such counsel, will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their business considered as one enterprise, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject", "probability": 0.0007674208860211909 }, { "score": 4.571344375610352, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 0.0004984356036670891 }, { "score": 4.11392879486084, "text": "corporate action of the Company and the Association,", "probability": 0.0003154684951500131 }, { "score": 3.904533863067627, "text": "The consummation of the transactions herein contemplated will not", "probability": 0.0002558685633730771 }, { "score": 3.5611841678619385, "text": "corporate action of the Company and the Association, and, to the best knowledge of such counsel, will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their business considered as one enterprise, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association", "probability": 0.0001815106252116675 }, { "score": 3.3360962867736816, "text": "The consummation of the transactions herein contemplated will", "probability": 0.0001449264412556404 }, { "score": 3.2339322566986084, "text": "Association will not, at any time after the date the Conversion Application is approved, file any amendment or supplement to the Conversion Application without providing Capital Resources and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement Capital Resources or its counsel shall reasonably object.", "probability": 0.00013085139394764284 }, { "score": 2.670193910598755, "text": "corporate action of the Company and the Association", "probability": 7.446460678872056e-05 }, { "score": 2.5745930671691895, "text": "(k) The Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the date hereof, without Capital Resources' prior written consent, any shares of Common Stock other than in connection with any plan or arrangement described in the Offering Prospectus.", "probability": 6.767542343767128e-05 } ], "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.126016616821289, "probability": 0.7587949511876957 }, { "score": 10.873920440673828, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.21694316530770305 }, { "score": 8.267742156982422, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association", "probability": 0.01601390047120977 }, { "score": 7.057472229003906, "text": "This Agreement shall inure solely to the benefit of, and shall be binding upon, Capital Resources and the Company, the Association and the controlling persons referred to in Section 9 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.", "probability": 0.004774012740031829 }, { "score": 6.3157453536987305, "text": "Capital Resources shall receive the following compensation for its services hereunder:", "probability": 0.0022738179188047133 }, { "score": 4.755041599273682, "text": "The relative benefits received by the Company and the Association on the one hand and Capital Resources on the other shall be deemed to be in the same proportion as the total gross proceeds from the Subscription and Public Offerings (before deducting expenses) received by the Company bear to the total fees (not including expenses) received by Capital Resources.", "probability": 0.0004774750206575456 }, { "score": 3.7242367267608643, "text": "For", "probability": 0.00017032476096960698 }, { "score": 3.483638286590576, "text": "The obligations of the Company and the Association under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Association may otherwise have. For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.00013390204606294985 }, { "score": 3.4762887954711914, "text": "each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 0.0001329215416821553 }, { "score": 2.373006820678711, "text": "(ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any.", "probability": 4.4100762263868136e-05 }, { "score": 2.301243543624878, "text": "Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third party claimants.", "probability": 4.104683739363736e-05 }, { "score": 2.2453150749206543, "text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n (a)", "probability": 3.881416748861005e-05 }, { "score": 2.020843029022217, "text": "For purposes of this Section 10, each of Capital Resources',", "probability": 3.101010985093447e-05 }, { "score": 1.8478589057922363, "text": "This Agreement shall inure solely to the benefit of, and shall be binding upon, Capital Resources and the Company, the Association and the controlling persons referred to in Section 9 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained", "probability": 2.6084183965387208e-05 }, { "score": 1.5546345710754395, "text": "the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company and the Association.", "probability": 1.945501383559546e-05 }, { "score": 1.5183820724487305, "text": "For purposes of this Section 10, each of Capital Resources', the Company's or the Association's officers and directors and each person, if any, who controls Capital Resources or the Company or the Association within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution", "probability": 1.8762352189772833e-05 }, { "score": 1.5061588287353516, "text": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "probability": 1.853441131276978e-05 }, { "score": 1.3900861740112305, "text": ".", "probability": 1.6503234970883013e-05 }, { "score": 1.379718542098999, "text": "The relative benefits received by the Company and the Association on the one hand and Capital Resources on the other shall be deemed to be in the same proportion as the total gross proceeds from the Subscription and Public Offerings (before deducting expenses) received by the Company bear to the total fees (not including expenses) received by Capital Resources", "probability": 1.6333019396227664e-05 }, { "score": 1.2868778705596924, "text": "The liquidation account for the benefit of account holders with account balances of $50 or more as of the applicable record dates will be duly established and maintained in accordance with the requirements of the OTS, and such Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their savings accounts in the Association will have an inchoate interest\n\n -12-\n\nin their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association.", "probability": 1.488491251533119e-05 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Document Name": [ { "score": 14.0913667678833, "text": "PROMOTION AGREEMENT", "probability": 0.19123628849445706 }, { "score": 13.79934310913086, "text": "PROMOTION AGREEMENT This PROMOTION AGREEMENT", "probability": 0.14280586453542088 }, { "score": 13.775407791137695, "text": "EXECUTION COPY PROMOTION AGREEMENT", "probability": 0.13942834302893092 }, { "score": 13.641681671142578, "text": "PROMOTION AGREEMENT", "probability": 0.12197604576290799 }, { "score": 13.547465324401855, "text": "PROMOTION AGREEMENT", "probability": 0.11100867290157343 }, { "score": 13.519319534301758, "text": "PROMOTION AGREEMENT", "probability": 0.10792780619082173 }, { "score": 12.871846199035645, "text": "SIGNATURE PAGE TO PROMOTION AGREEMENT", "probability": 0.05648579593367079 }, { "score": 12.11635971069336, "text": "PROMOTION AGREEMENT\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT A PERMITTED SUBCONTRACTORS None.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT B BUSINESS PLAN", "probability": 0.02653601106963202 }, { "score": 12.041476249694824, "text": "SIGNATURE PAGE TO PROMOTION AGREEMENT", "probability": 0.024621480618569513 }, { "score": 11.440740585327148, "text": "SIGNATURE PAGE TO PROMOTION AGREEMENT\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT A PERMITTED SUBCONTRACTORS None.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT B BUSINESS PLAN", "probability": 0.013502618011674457 }, { "score": 11.381170272827148, "text": "PROMOTION AGREEMENT ", "probability": 0.012721751957476187 }, { "score": 11.107210159301758, "text": "PROMOTION AGREEMENT\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT A PERMITTED SUBCONTRACTORS None.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT B BUSINESS PLAN [***]\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT C SIGA PRESS RELEASE See attached.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nSCHEDULE 1", "probability": 0.009673141886615765 }, { "score": 11.089146614074707, "text": "PROMOTION AGREEMENT This PROMOTION AGREEMENT ", "probability": 0.009499979323982895 }, { "text": "", "score": 11.018065452575684, "probability": 0.00884815055798423 }, { "score": 10.653321266174316, "text": "PROMOTION AGREEMENT (", "probability": 0.00614392798312986 }, { "score": 10.431591033935547, "text": "SIGNATURE PAGE TO PROMOTION AGREEMENT\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT A PERMITTED SUBCONTRACTORS None.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT B BUSINESS PLAN [***]\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT C SIGA PRESS RELEASE See attached.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nSCHEDULE 1", "probability": 0.004922093962237402 }, { "score": 10.410633087158203, "text": "BUSINESS PLAN", "probability": 0.004820010445926216 }, { "score": 10.361298561096191, "text": "PROMOTION AGREEMENT This PROMOTION AGREEMENT (", "probability": 0.004587987933280555 }, { "score": 9.401483535766602, "text": "BUSINESS PLAN [***]\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT C SIGA PRESS RELEASE See attached.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nSCHEDULE 1", "probability": 0.0017570329171203859 }, { "score": 9.241317749023438, "text": "SIGNATURE PAGE TO", "probability": 0.0014969964845878189 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Parties": [ { "score": 12.356620788574219, "text": "SIGA and MMT are sometimes referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.07634872275300358 }, { "score": 12.260746002197266, "text": "MERIDIAN MEDICAL TECHNOLOGIES, INC., a Pfizer company, and Delaware corporation having an address at 6350 Stevens Forest Road, Suite #301, Columbia, MD 21046 (\"MMT", "probability": 0.0693687526629824 }, { "score": 12.210176467895508, "text": "MERIDIAN MEDICAL TECHNOLOGIES, INC., a Pfizer company, and Delaware corporation having an address at 6350 Stevens Forest Road, Suite #301, Columbia, MD 21046 (\"MMT\"). 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SIGA and MMT are sometimes referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.039577930818634637 }, { "score": 11.68023681640625, "text": "MMT\"). SIGA and MMT are sometimes referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.03881967984404812 }, { "score": 11.660994529724121, "text": "MMT", "probability": 0.038079841355647376 }, { "score": 11.505718231201172, "text": "SIGA\"), and MERIDIAN MEDICAL TECHNOLOGIES, INC., a Pfizer company, and Delaware corporation having an address at 6350 Stevens Forest Road, Suite #301, Columbia, MD 21046 (\"MMT\"). SIGA and MMT are sometimes referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.032603144647843994 }, { "score": 11.43118667602539, "text": "SIGA\"), and MERIDIAN MEDICAL TECHNOLOGIES, INC.,", "probability": 0.03026152761706527 }, { "score": 11.282876968383789, "text": "SIGA and MMT are sometimes referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.02609040135455366 }, { "score": 11.278627395629883, "text": "SIGA", "probability": 0.025979763544030865 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Agreement Date": [ { "score": 14.777162551879883, "text": "May 31, 2019", "probability": 0.8817460015386042 }, { "score": 11.456884384155273, "text": "April 12, 2017", "probability": 0.03186874875302861 }, { "score": 11.304364204406738, "text": "April 12, 2017 June 18, 2024", "probability": 0.027360645544656653 }, { "text": "", "score": 11.077003479003906, "probability": 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0.0016239433742203148 }, { "score": 7.932418346405029, "text": "April 12, 2017 June 18, 2024", "probability": 0.0009390935560252572 }, { "score": 7.658119201660156, "text": "June 18, 2024", "probability": 0.0007138093880478079 }, { "score": 7.581831932067871, "text": "as of May 31, 2019", "probability": 0.000661380087556427 }, { "score": 7.219293117523193, "text": "31, 2019", "probability": 0.0004602592322150594 }, { "score": 6.847079277038574, "text": "June 18, 2024\n\nSE 1638938 Sweden Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017", "probability": 0.00031721381397942873 }, { "score": 6.337306976318359, "text": "(this \"Agreement\") is entered into as of May 31, 2019", "probability": 0.00019052887118077295 }, { "score": 6.282728672027588, "text": "April 12, 2017", "probability": 0.00018040880841080952 }, { "score": 6.098060607910156, "text": "May", "probability": 0.0001499883117554695 }, { "score": 6.092933654785156, "text": ", 2019", "probability": 0.00014922129661725466 }, { "score": 5.977961540222168, "text": "May 31,", "probability": 0.0001330145208708278 }, { "score": 5.781456470489502, "text": "May 31, 2019 (the \"Effective Date\")", "probability": 0.00010928435338521174 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Effective Date": [ { "score": 15.498994827270508, "text": "May 31, 2019", "probability": 0.4431344016379875 }, { "score": 15.305068016052246, "text": "This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term\").", "probability": 0.36501786679783516 }, { "score": 14.567472457885742, "text": "This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term\").", "probability": 0.1745743533085225 }, { "text": "", "score": 11.72354507446289, "probability": 0.010159643581014344 }, { "score": 11.046920776367188, "text": "May 31, 2019 (", "probability": 0.005164452333774757 }, { "score": 8.365093231201172, "text": "This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term", "probability": 0.00035344461488729577 }, { "score": 8.23410701751709, "text": "as of May 31, 2019", "probability": 0.0003100521728896751 }, { "score": 7.879550457000732, "text": "May 31, 2019 (the \"Effective Date\")", "probability": 0.00021749677491594822 }, { "score": 7.626190185546875, "text": "(this \"Agreement\") is entered into as of May 31, 2019", "probability": 0.00016881842870447954 }, { "score": 7.450839996337891, "text": "May 31", "probability": 0.00014166619655043872 }, { "score": 7.370281219482422, "text": "\"Delivery Date\" shall mean the date set forth in each Purchase Order by which SIGA is to deliver the Product ordered thereunder, which date shall not be any earlier than the corresponding lead time set forth in the applicable Purchase Order.", "probability": 0.0001307013284804563 }, { "score": 7.326837062835693, "text": "This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term", "probability": 0.00012514469505441468 }, { "score": 6.9637956619262695, "text": "May 31, 2019 (the \"", "probability": 8.704534827305211e-05 }, { "score": 6.825908660888672, "text": "31, 2019", "probability": 7.583365764370913e-05 }, { "score": 6.697591304779053, "text": "May 31, 2019 (the", "probability": 6.670132849733301e-05 }, { "score": 6.626656532287598, "text": ", 2019", "probability": 6.213379835023749e-05 }, { "score": 6.569495677947998, "text": "this \"Agreement\") is entered into as of May 31, 2019", "probability": 5.8681777451081035e-05 }, { "score": 6.448026657104492, "text": "Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term\").", "probability": 5.196966705679777e-05 }, { "score": 6.40983772277832, "text": "6/3/2019\n\n\n\n\n\nEXHIBIT B BUSINESS PLAN [***]\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT C SIGA PRESS RELEASE See attached.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nSCHEDULE 1\n\nSIGA PATENTS Issued Patents Patent Number Country Protection Conferred Issue Date Expiration Date\n\nSG 184201 Singapore Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs June 22, 2015 March 23, 2031", "probability": 5.002241916446708e-05 }, { "score": 6.400754928588867, "text": "June 22, 2015 March 23, 2031", "probability": 4.9570132947007686e-05 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Expiration Date": [ { "score": 14.36599063873291, "text": "This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term\").", "probability": 0.9276400689124694 }, { "text": "", "score": 11.705986022949219, "probability": 0.0648864737368983 }, { "score": 8.019876480102539, "text": "Term ends and end on the last day of the Term.", "probability": 0.0016266613164836157 }, { "score": 7.827600002288818, "text": "This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term", "probability": 0.0013421236384936561 }, { "score": 7.144333839416504, "text": "Expiration Date", "probability": 0.000677725460514222 }, { "score": 6.983121871948242, "text": "Expiration Date\n\nFR 1638938 France Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024", "probability": 0.0005768200308823735 }, { "score": 6.707050323486328, "text": "TERM AND TERMINATION 11.1 Term. This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term\").", "probability": 0.00043766718262162104 }, { "score": 6.6034135818481445, "text": "Expiration Date\n\nFR 1638938 France Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nFR 2887938 France Methods of preparing Tecovirimat January 10, 2018 August 14, 2033 FR 2549871 France Polymorphic forms of ST-246 August 22, 2018 March 23, 2031\n\nGB 1638938 United Kingdom Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024", "probability": 0.00039458004529995634 }, { "score": 6.415395736694336, "text": "Expiration Date", "probability": 0.00032694899420893325 }, { "score": 6.374564170837402, "text": "Expiration Date\n\nFR 1638938 France Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nFR 2887938 France Methods of preparing Tecovirimat January 10, 2018 August 14, 2033 FR 2549871 France Polymorphic forms of ST-246 August 22, 2018 March 23, 2031\n\nGB 1638938 United Kingdom Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nGB 2887938 United Kingdom Methods of preparing Tecovirimat January 10, 2018 August 14, 2033 GB 2549871 United Kingdom Polymorphic forms of ST-246 August 22, 2018 March 23, 2031\n\nIE 1638938 Ireland Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nIT 502017000078377 Italy Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024", "probability": 0.0003138680302896086 }, { "score": 6.242844581604004, "text": "Expiration Date", "probability": 0.0002751325613041779 }, { "score": 6.017974853515625, "text": "Expiration Date\n\nAU 2007351866 Australia Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 January 10, 2013 June 18, 2024\n\nAU 2011232551 Australia Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in treating orthopoxvirus February 26, 2015 March 23, 2031\n\nAU 2013302764 Australia Methods of preparing Tecovirimat April 5, 2018 August 14, 2033\n\nAU 2012268859 Australia Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 August 18, 2016 June 18, 2024\n\nAP 3221 ARIPO*/Africa Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in treating orthopoxvirus April 3, 2015 March 23, 2031\n\nZA 2012/07141 South Africa Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs June 29, 2016 March 23, 2031\n\nIL 201736 Israel Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 October 1, 2016 April 23, 2027\n\nIL 236944 Israel Methods of preparing Tecovirimat February 1, 2017 August 14, 2033\n\nIL 242666 Israel Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases December 1, 2018 April 23, 2027", "probability": 0.0002197264348285109 }, { "score": 6.013101577758789, "text": "Expiration Date\n\nFR 1638938 France Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nFR 2887938 France Methods of preparing Tecovirimat January 10, 2018 August 14, 2033 FR 2549871 France Polymorphic forms of ST-246 August 22, 2018 March 23, 2031\n\nGB 1638938 United Kingdom Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nGB 2887938 United Kingdom Methods of preparing Tecovirimat January 10, 2018 August 14, 2033 GB 2549871 United Kingdom Polymorphic forms of ST-246 August 22, 2018 March 23, 2031\n\nIE 1638938 Ireland Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024", "probability": 0.00021865825220876274 }, { "score": 5.979856491088867, "text": "Expiration Date", "probability": 0.00021150844613069083 }, { "score": 5.906052589416504, "text": "Expiration Date\n\nAU 2007351866 Australia Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 January 10, 2013 June 18, 2024", "probability": 0.00019646042871429277 }, { "score": 5.864400386810303, "text": "Expiration Date\n\nAU 2007351866 Australia Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 January 10, 2013 June 18, 2024\n\nAU 2011232551 Australia Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in treating orthopoxvirus February 26, 2015 March 23, 2031\n\nAU 2013302764 Australia Methods of preparing Tecovirimat April 5, 2018 August 14, 2033", "probability": 0.00018844549762925104 }, { "score": 5.523819923400879, "text": "Expiration Date\n\nFR 1638938 France Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024", "probability": 0.0001340520777566633 }, { "score": 5.405573844909668, "text": "Expiration Date\n\nSG 184201 Singapore Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs June 22, 2015 March 23, 2031", "probability": 0.00011910224024116454 }, { "score": 5.310345649719238, "text": "This", "probability": 0.00010828364108420653 }, { "score": 5.286130905151367, "text": "Expiration Date\n\nAU 2007351866 Australia Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 January 10, 2013 June 18, 2024\n\nAU 2011232551 Australia Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in treating orthopoxvirus February 26, 2015 March 23, 2031", "probability": 0.0001056930719407998 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Renewal Term": [ { "score": 14.515636444091797, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the 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This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 0.0018869093525914868 }, { "score": 8.001476287841797, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE", "probability": 0.001365993631565315 }, { "score": 5.533539772033691, "text": ".", "probability": 0.00011578104475207934 }, { "score": 5.327052116394043, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\")", "probability": 9.418050497118072e-05 }, { "score": 5.257166862487793, "text": "This", "probability": 8.782339760441675e-05 }, { "score": 5.246033668518066, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11. 11.2 Termination for Cause. (a) This Agreement may be terminated by either Party on country-by-country basis, or in its entirety, upon [***] days prior written notice at any time during the Term by giving written notice to the other Party in the event that such other Party has committed a material breach of its obligations under this Agreement with respect to such country(ies) or the Agreement in its entirety, as applicable, and such material breach remains uncured for [***] days from the date of such notice.", "probability": 8.685106530903032e-05 }, { "score": 4.818288803100586, "text": "(ii) earlier terminated as provided in this ARTICLE 11.", "probability": 5.66249608988091e-05 }, { "score": 4.616964340209961, "text": "This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term\"). This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11", "probability": 4.629923463451733e-05 }, { "score": 4.403650760650635, "text": "three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 3.740527924806547e-05 }, { "score": 4.393711566925049, "text": "each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 3.703534241361635e-05 }, { "score": 4.2193684577941895, "text": "Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 3.111000737488334e-05 }, { "score": 4.218156337738037, "text": "\"Renewal Term\" has the meaning set forth in Section 11.1.", "probability": 3.10723211557224e-05 }, { "score": 3.768843650817871, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (", "probability": 1.9826208835907246e-05 }, { "score": 3.605499744415283, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term", "probability": 1.6838380503924403e-05 }, { "score": 3.5953845977783203, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or", "probability": 1.666891633834869e-05 }, { "score": 3.5804762840270996, "text": "Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 1.6422254131005983e-05 }, { "score": 3.365788459777832, "text": "shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 1.324936398239496e-05 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Notice Period To Terminate Renewal": [ { "score": 14.114039421081543, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 0.8654767432953113 }, { "text": "", "score": 11.882503509521484, "probability": 0.09292052815519804 }, { "score": 10.980850219726562, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11", "probability": 0.03771626003254949 }, { "score": 8.068990707397461, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11. 11.2 Termination for Cause. (a) This Agreement may be terminated by either Party on country-by-country basis, or in its entirety, upon [***] days prior written notice at any time during the Term by giving written notice to the other Party in the event that such other Party has committed a material breach of its obligations under this Agreement with respect to such country(ies) or the Agreement in its entirety, as applicable, and such material breach remains uncured for [***] days from the date of such notice.", "probability": 0.002050803750531524 }, { "score": 7.213551998138428, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE", "probability": 0.0008717898171376951 }, { "score": 5.809415817260742, "text": "Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.", "probability": 0.00021409335936101886 }, { "score": 5.187526702880859, "text": ".", "probability": 0.00011495296724218331 }, { "score": 5.0492844581604, "text": "(ii) earlier terminated as provided in this ARTICLE 11.", "probability": 0.00010011112504783848 }, { "score": 4.7855119705200195, "text": "TERM AND TERMINATION 11.1 Term. This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term\"). This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 7.690018881531817e-05 }, { "score": 4.688816547393799, "text": "This", "probability": 6.981248826372951e-05 }, { "score": 4.44221305847168, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 5.455500287444405e-05 }, { "score": 4.392023086547852, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this", "probability": 5.188446645968492e-05 }, { "score": 4.306846618652344, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\")", "probability": 4.764811070906764e-05 }, { "score": 4.283544540405273, "text": "until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 4.655064695669821e-05 }, { "score": 4.03046178817749, "text": "three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 3.614209127766943e-05 }, { "score": 3.9552383422851562, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or", "probability": 3.352309832959568e-05 }, { "score": 3.914459705352783, "text": "each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 3.218356976811623e-05 }, { "score": 3.8320751190185547, "text": "This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term\"). This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 2.963841963481269e-05 }, { "score": 3.7798566818237305, "text": "either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 2.8130461916571948e-05 }, { "score": 3.7662017345428467, "text": "Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 2.77489526147396e-05 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Governing Law": [ { "score": 15.138032913208008, "text": "This Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "probability": 0.9441827559322102 }, { "text": "", "score": 12.294844627380371, "probability": 0.05498890617434657 }, { "score": 6.63923454284668, "text": "This Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York,", "probability": 0.00019234231081169043 }, { "score": 6.330568313598633, "text": "This Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state. 12.3 Jurisdiction. Each Party to this Agreement hereby", "probability": 0.00014126116683865775 }, { "score": 6.296822547912598, "text": ".", "probability": 0.00013657373589478851 }, { "score": 6.0057148933410645, "text": "This", "probability": 0.00010208001881461917 }, { "score": 5.479976654052734, "text": "This Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York", "probability": 6.0341419870590414e-05 }, { "score": 4.798842430114746, "text": "\"Anti-Corruption Law\" means any applicable Law of any jurisdiction concerning or relating to bribery, kickbacks or corruption including the United States Foreign Corrupt Practices Act of 1977, the Anti-Kickback Statute, the UK Bribery Act 2010, any Laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials, and other similar anti-corruption legislation in other jurisdictions, as may be amended from time to time and each to the extent applicable to a Party.", "probability": 3.053533509315884e-05 }, { "score": 4.624485015869141, "text": "12.2 Governing Law. This Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "probability": 2.5649578184607896e-05 }, { "score": 4.562319278717041, "text": "without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "probability": 2.4103604395308316e-05 }, { "score": 4.274001121520996, "text": "are governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "probability": 1.806620800158146e-05 }, { "score": 4.198274612426758, "text": "This Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state. 12.3 Jurisdiction. Each Party to this Agreement hereby (a) irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York or the United States District Court for the Southern District of New York for the purpose of any and all actions, suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the subject matter hereof,", "probability": 1.674863433979534e-05 }, { "score": 4.149985313415527, "text": "Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "probability": 1.595907166510958e-05 }, { "score": 3.7305803298950195, "text": "Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "probability": 1.0492098399245715e-05 }, { "score": 3.7236499786376953, "text": "This Agreement and all disputes arising out of or related to this Agreement or any breach hereof", "probability": 1.0419635857376304e-05 }, { "score": 3.6708693504333496, "text": "Governing Law. This Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "probability": 9.883942404863084e-06 }, { "score": 3.6099462509155273, "text": "the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "probability": 9.29975784346786e-06 }, { "score": 3.603604793548584, "text": "\"South Korea\" means South Korea, including all of its territories and possessions.", "probability": 9.240970421552223e-06 }, { "score": 3.4180731773376465, "text": "governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "probability": 7.676128265190037e-06 }, { "score": 3.4165279865264893, "text": "by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "probability": 7.664276341429398e-06 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Most Favored Nation": [ { "text": "", "score": 12.050756454467773, "probability": 0.6685762636402507 }, { "score": 10.157248497009277, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.10064933191031233 }, { "score": 10.073829650878906, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***]. (b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "probability": 0.09259393735513043 }, { "score": 9.742055892944336, "text": "In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "probability": 0.06645000831210363 }, { "score": 8.67218017578125, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***]. (b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts", "probability": 0.02279575177824914 }, { "score": 8.34040641784668, "text": "In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts", "probability": 0.016359363673407675 }, { "score": 7.522096633911133, "text": "If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.", "probability": 0.007217370220839444 }, { "score": 7.409380912780762, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.006448031755700798 }, { "score": 6.961202621459961, "text": "(b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "probability": 0.004118943254200732 }, { "score": 6.610713958740234, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.0029011522220859934 }, { "score": 6.573808670043945, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 0.0027960359651104786 }, { "score": 6.540763854980469, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.0027051513759949524 }, { "score": 6.382109642028809, "text": "MMT shall use Commercially Reasonable Efforts at its sole cost and expense to Promote the Product in the Field within the Territory in accordance with the then-current Business Plan; provided that MMT shall not Promote any Product within any Restricted Market or Discontinued Country.", "probability": 0.002308282310327621 }, { "score": 5.596088409423828, "text": "SIGA acknowledges and agrees that MMT and its Affiliates have, and will continue to have, other programs that may compete for resources that may be expended in the Promotion of the Product.", "probability": 0.0010517783800038105 }, { "score": 5.559554100036621, "text": "(b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts", "probability": 0.0010140458461774145 }, { "score": 4.798050403594971, "text": "In the event Promoter engages a subcontractor to perform services related to this Agreement, Promoter shall request fulfilment by that subcontractor of these safety reporting requirements on substantially the same terms as those outlined in this Exhibit, unless it is established that there is no possibility that the subcontracted services will involve receipt or handling of Safety Reports by the subcontractor.", "probability": 0.0004735226278054137 }, { "score": 4.691117763519287, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement. If [***], SIGA shall have the right to designate the applicable country as a Discontinued Country at any time thereafter as long as the relevant Tier Period [***] for the country has been met at the time of the Non-[***] Notice.", "probability": 0.00042550089856801783 }, { "score": 4.674363136291504, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***]. (b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amount", "probability": 0.00041843118025692796 }, { "score": 4.538827896118164, "text": "If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT", "probability": 0.0003653943540506827 }, { "score": 4.4420905113220215, "text": "MMT shall use Commercially Reasonable Efforts at its sole cost and expense to Promote the Product in the Field within the Territory in accordance with the then-current Business Plan; provided that MMT shall not Promote any Product within any Restricted Market or Discontinued Country.", "probability": 0.0003317029394237066 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Compete": [ { "score": 13.399752616882324, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.26763906996810666 }, { "score": 13.308225631713867, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.24423047125446146 }, { "score": 13.161726951599121, "text": "Except as otherwise set forth in Section 2.3 with respect to Competing Products, nothing in this Agreement shall limit or restrict the right of MMT or its Affiliates to develop, make regulatory filings, obtain regulatory approvals with respect to, or to Commercialize any product that is not the Product or, with respect to MMT only, a Competing Product or to engage in any business or other activity.", "probability": 0.21094842107025039 }, { "text": "", "score": 11.99491024017334, "probability": 0.06568016269739964 }, { "score": 11.767112731933594, "text": "MMT shall use Commercially Reasonable Efforts at its sole cost and expense to Promote the Product in the Field within the Territory in accordance with the then-current Business Plan; provided that MMT shall not Promote any Product within any Restricted Market or Discontinued Country.", "probability": 0.052300160192681355 }, { "score": 11.572715759277344, "text": "SIGA acknowledges and agrees that MMT and its Affiliates have, and will continue to have, other programs that may compete for resources that may be expended in the Promotion of the Product. Except as otherwise set forth in Section 2.3 with respect to Competing Products, nothing in this Agreement shall limit or restrict the right of MMT or its Affiliates to develop, make regulatory filings, obtain regulatory approvals with respect to, or to Commercialize any product that is not the Product or, with respect to MMT only, a Competing Product or to engage in any business or other activity.", "probability": 0.0430603431650791 }, { "score": 11.013372421264648, "text": "MMT shall use Commercially Reasonable Efforts at its sole cost and expense to Promote the Product in the Field within the Territory in accordance with the then-current Business Plan; provided that MMT shall not Promote any Product within any Restricted Market or Discontinued Country.", "probability": 0.024612615171745397 }, { "score": 10.695693016052246, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.017913949627504575 }, { "score": 10.418863296508789, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 0.013582062639070212 }, { "score": 10.275205612182617, "text": "SIGA acknowledges and agrees that MMT and its Affiliates have, and will continue to have, other programs that may compete for resources that may be expended in the Promotion of the Product.", "probability": 0.011764568139405985 }, { "score": 9.897968292236328, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.008067591561663057 }, { "score": 9.888704299926758, "text": "SIGA acknowledges and agrees that MMT and its Affiliates have, and will continue to have, other programs that may compete for resources that may be expended in the Promotion of the Product.", "probability": 0.007993198575547396 }, { "score": 9.806441307067871, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.00736197330691772 }, { "score": 9.352725982666016, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 0.004676793309287447 }, { "score": 9.31063175201416, "text": "For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 0.004484013222862066 }, { "score": 9.251409530639648, "text": "Except as otherwise set forth in Section 2.3 with respect to Competing Products, nothing in this Agreement shall limit or restrict the right of MMT or its Affiliates to develop, make regulatory filings, obtain regulatory approvals with respect to, or to Commercialize any product that is not the Product or, with respect to MMT only, a Competing Product or to engage in any business or other activity", "probability": 0.004226170368436998 }, { "score": 9.249251365661621, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a). 2.6 [***].", "probability": 0.004217059430546513 }, { "score": 8.976360321044922, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer", "probability": 0.00320992323695593 }, { "score": 8.704039573669434, "text": "Neither SIGA nor any of its Affiliates are bound by any non-competition agreements related to the Product;", "probability": 0.0024447094359428207 }, { "score": 8.271797180175781, "text": "Neither SIGA nor any of its Affiliates are bound by any non-competition agreements related to the Product;", "probability": 0.0015867436261356525 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Exclusivity": [ { "score": 13.469869613647461, "text": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below.", "probability": 0.3531755007563878 }, { "score": 13.055882453918457, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory. The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below.", "probability": 0.2334523395358468 }, { "score": 12.782748222351074, "text": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below.", "probability": 0.17765504336033436 }, { "text": "", "score": 12.19327163696289, "probability": 0.0985305966648233 }, { "score": 12.104711532592773, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.", "probability": 0.09017994125852777 }, { "score": 10.455005645751953, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.017324143987625648 }, { "score": 9.862885475158691, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory", "probability": 0.009582906746524691 }, { "score": 9.278999328613281, "text": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below", "probability": 0.005344643356917577 }, { "score": 9.083174705505371, "text": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below", "probability": 0.0043941327911587455 }, { "score": 8.865011215209961, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory. The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below", "probability": 0.0035328563364883775 }, { "score": 8.281421661376953, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.001970952937469437 }, { "score": 7.652229309082031, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party.", "probability": 0.0010505615157182049 }, { "score": 7.380922794342041, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.0008009300078938461 }, { "score": 7.3495001792907715, "text": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below. (b) Sublicense Rights. Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "probability": 0.0007761539947147351 }, { "score": 6.8872456550598145, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product", "probability": 0.0004888699108308761 }, { "score": 6.7332234382629395, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 0.0004190851856358055 }, { "score": 6.700031280517578, "text": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory,", "probability": 0.00040540316801128775 }, { "score": 6.677679061889648, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.0003964420315036949 }, { "score": 6.286043643951416, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory. The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory,", "probability": 0.0002679751927747613 }, { "score": 6.222676753997803, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party;", "probability": 0.00025152126081225 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.115951538085938, "probability": 0.5614613363328773 }, { "score": 11.201215744018555, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.22493402116128175 }, { "score": 10.788841247558594, "text": "Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract.", "probability": 0.14892348096432848 }, { "score": 8.625519752502441, "text": "provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.017117667690509885 }, { "score": 8.139747619628906, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product", "probability": 0.010531165413085885 }, { "score": 7.927687644958496, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party.", "probability": 0.00851883011407018 }, { "score": 7.522412300109863, "text": "Each Party will conduct appropriate screening of employees, consultants, contractors or agents that perform services on behalf of such Party under this Agreement against the relevant Restricted Party Lists. Each Party will notify the other Party promptly, but in no event later than five (5) Business Days, upon becoming aware that any of its employees, consultants, contractors or agents has been excluded, debarred, suspended or is otherwise ineligible, or is the subject of exclusion, debarment or suspension proceedings by any Regulatory Authority. Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract.", "probability": 0.005680297885621109 }, { "score": 7.01692533493042, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage, (ii) request or accept any such improper payment, (iii) establish or maintain any unlawful fund of corporate monies or other properties, (iv) use any corporate funds for any illegal contributions, gifts, entertainment, travel or other unlawful expenses, or (v) cause a violation of any applicable Anti-Corruption Law.", "probability": 0.003426422489287975 }, { "score": 6.7071990966796875, "text": "Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract", "probability": 0.002513787230106199 }, { "score": 6.592780590057373, "text": "Subject to Section 13.6, MMT may not use any subcontractor that is not a Permitted Sublicensee to fulfill its obligations under this Agreement.", "probability": 0.0022420081638252305 }, { "score": 6.526156425476074, "text": "MMT will provide appropriate (as determined by MMT in its sole discretion) training (including regarding compliance with applicable Laws) of the MMT Promotion Personnel who will be communicating with potential customers about the Product. (f) Subject to Section 13.6, MMT may not use any subcontractor that is not a Permitted Sublicensee to fulfill its obligations under this Agreement.", "probability": 0.0020975034441323894 }, { "score": 6.419541358947754, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 0.001885386302368883 }, { "score": 6.366271495819092, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party", "probability": 0.0017875802178871111 }, { "score": 6.318037986755371, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly", "probability": 0.0017034052957598585 }, { "score": 6.293074131011963, "text": "(v) who is otherwise a Restricted Party. (b) Each Party will conduct appropriate screening of employees, consultants, contractors or agents that perform services on behalf of such Party under this Agreement against the relevant Restricted Party Lists. Each Party will notify the other Party promptly, but in no event later than five (5) Business Days, upon becoming aware that any of its employees, consultants, contractors or agents has been excluded, debarred, suspended or is otherwise ineligible, or is the subject of exclusion, debarment or suspension proceedings by any Regulatory Authority. Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract.", "probability": 0.0016614081184322554 }, { "score": 6.145890235900879, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party;", "probability": 0.0014340198891774213 }, { "score": 6.0242390632629395, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.0012697632162151184 }, { "score": 5.858084678649902, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.0010753821153391774 }, { "score": 5.706950664520264, "text": "except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.0009245409272033355 }, { "score": 5.577145099639893, "text": "(b) Each Party will conduct appropriate screening of employees, consultants, contractors or agents that perform services on behalf of such Party under this Agreement against the relevant Restricted Party Lists. Each Party will notify the other Party promptly, but in no event later than five (5) Business Days, upon becoming aware that any of its employees, consultants, contractors or agents has been excluded, debarred, suspended or is otherwise ineligible, or is the subject of exclusion, debarment or suspension proceedings by any Regulatory Authority. Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract.", "probability": 0.0008119930284902307 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Competitive Restriction Exception": [ { "score": 13.704557418823242, "text": "Except as otherwise set forth in Section 2.3 with respect to Competing Products, nothing in this Agreement shall limit or restrict the right of MMT or its Affiliates to develop, make regulatory filings, obtain regulatory approvals with respect to, or to Commercialize any product that is not the Product or, with respect to MMT only, a Competing Product or to engage in any business or other activity.", "probability": 0.22428289603468693 }, { "score": 13.188346862792969, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.13384703629412406 }, { "score": 13.070014953613281, "text": "Except as otherwise set forth in Section 2.3 with respect to Competing Products, nothing in this Agreement shall limit or restrict the right of MMT or its Affiliates to develop, make regulatory filings, obtain regulatory approvals with respect to, or to Commercialize any product that is not the Product or, with respect to MMT only, a Competing Product or to engage in any business or other activity.", "probability": 0.11890985898450125 }, { "score": 12.963386535644531, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.10688326959370961 }, { "score": 12.916849136352539, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.10202316560648945 }, { "score": 12.53825569152832, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 0.06986790979324489 }, { "text": "", "score": 11.900710105895996, "probability": 0.036931353212594054 }, { "score": 11.74238109588623, "text": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "probability": 0.031523454649896136 }, { "score": 11.668817520141602, "text": "For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 0.029287719107697587 }, { "score": 11.547176361083984, "text": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below.", "probability": 0.02593328103887541 }, { "score": 11.243217468261719, "text": "Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract.", "probability": 0.019135939825563088 }, { "score": 11.135917663574219, "text": "SIGA acknowledges and agrees that MMT and its Affiliates have, and will continue to have, other programs that may compete for resources that may be expended in the Promotion of the Product. Except as otherwise set forth in Section 2.3 with respect to Competing Products, nothing in this Agreement shall limit or restrict the right of MMT or its Affiliates to develop, make regulatory filings, obtain regulatory approvals with respect to, or to Commercialize any product that is not the Product or, with respect to MMT only, a Competing Product or to engage in any business or other activity.", "probability": 0.017188979100983822 }, { "score": 11.111056327819824, "text": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below. (b) Sublicense Rights. Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "probability": 0.01676690650409122 }, { "score": 10.936116218566895, "text": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld). Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a \"Permitted Sublicensee\" for purposes of this Agreement.", "probability": 0.014075940374781024 }, { "score": 10.653960227966309, "text": "The Parties acknowledge that activities under this Agreement will not (i) be in or with a Restricted Market, (ii) involve individuals ordinarily resident in a Restricted Market, or (ii) include companies, organizations, or Governmental Authorities organized or located in a Restricted Market.", "probability": 0.010615455369335584 }, { "score": 10.622274398803711, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.01028436893827346 }, { "score": 10.548617362976074, "text": "The Parties acknowledge that activities under this Agreement will not (i) be in or with a Restricted Market, (ii) involve individuals ordinarily resident in a Restricted Market, or (ii) include companies, organizations, or Governmental Authorities organized or located in a Restricted Market.", "probability": 0.00955407846677693 }, { "score": 10.350776672363281, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.007839126695656026 }, { "score": 10.314845085144043, "text": "Subject to Section 13.6, MMT may not use any subcontractor that is not a Permitted Sublicensee to fulfill its obligations under this Agreement.", "probability": 0.0075624548272162214 }, { "score": 10.304791450500488, "text": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below. (b) Sublicense Rights. Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld). Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a \"Permitted Sublicensee\" for purposes of this Agreement.", "probability": 0.007486805581503541 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.217245101928711, "probability": 0.9877598539667353 }, { "score": 7.727617263793945, "text": "Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract.", "probability": 0.011087427040566766 }, { "score": 4.25523567199707, "text": "Subject to Section 13.6, MMT may not use any subcontractor that is not a Permitted Sublicensee to fulfill its obligations under this Agreement.", "probability": 0.0003441871170724866 }, { "score": 3.691624641418457, "text": "Each Party will conduct appropriate screening of employees, consultants, contractors or agents that perform services on behalf of such Party under this Agreement against the relevant Restricted Party Lists. Each Party will notify the other Party promptly, but in no event later than five (5) Business Days, upon becoming aware that any of its employees, consultants, contractors or agents has been excluded, debarred, suspended or is otherwise ineligible, or is the subject of exclusion, debarment or suspension proceedings by any Regulatory Authority. Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract.", "probability": 0.0001958941424695286 }, { "score": 3.255099058151245, "text": "Neither Party will knowingly use any employee, consultant, contractor or agent or knowingly engage in Promotion, Commercialization, or distribution of Product to any entity or Person:", "probability": 0.00012660206751024148 }, { "score": 2.886725902557373, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly", "probability": 8.759077507441251e-05 }, { "score": 2.6183252334594727, "text": "(v) who is otherwise a Restricted Party. (b) Each Party will conduct appropriate screening of employees, consultants, contractors or agents that perform services on behalf of such Party under this Agreement against the relevant Restricted Party Lists. Each Party will notify the other Party promptly, but in no event later than five (5) Business Days, upon becoming aware that any of its employees, consultants, contractors or agents has been excluded, debarred, suspended or is otherwise ineligible, or is the subject of exclusion, debarment or suspension proceedings by any Regulatory Authority. Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract.", "probability": 6.697202640942342e-05 }, { "score": 2.5521903038024902, "text": "Neither Party will knowingly use any employee, consultant, contractor or agent or knowingly engage in Promotion, Commercialization, or distribution of Product to any entity or Person:", "probability": 6.268612217839376e-05 }, { "score": 2.507775068283081, "text": "(b) Each Party will conduct appropriate screening of employees, consultants, contractors or agents that perform services on behalf of such Party under this Agreement against the relevant Restricted Party Lists. Each Party will notify the other Party promptly, but in no event later than five (5) Business Days, upon becoming aware that any of its employees, consultants, contractors or agents has been excluded, debarred, suspended or is otherwise ineligible, or is the subject of exclusion, debarment or suspension proceedings by any Regulatory Authority. Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract.", "probability": 5.9962828830750905e-05 }, { "score": 2.1321983337402344, "text": "Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract", "probability": 4.118804795998474e-05 }, { "score": 1.8872759342193604, "text": "\"Restricted Party Lists\" has the meaning set forth in the definition of Restricted Party.", "probability": 3.224057384651037e-05 }, { "score": 1.8302509784698486, "text": "Notwithstanding", "probability": 3.0453494849114794e-05 }, { "score": 1.5542060136795044, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 2.310746663262658e-05 }, { "score": 0.99140465259552, "text": "Each Party will notify the other Party promptly, but in no event later than five (5) Business Days, upon becoming aware that any of its employees, consultants, contractors or agents has been excluded, debarred, suspended or is otherwise ineligible, or is the subject of exclusion, debarment or suspension proceedings by any Regulatory Authority. Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract.", "probability": 1.3162270416484225e-05 }, { "score": 0.923740029335022, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 1.230111380837491e-05 }, { "score": 0.9025828838348389, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to", "probability": 1.2043591181613449e-05 }, { "score": 0.8887916803359985, "text": "\"MMT Promotion Personnel\" any employees of MMT or its Affiliates and other approved Third Party contractors, agents and personnel and Permitted Sublicensees, that MMT will assign to conduct Promotion pursuant to this Agreement.", "probability": 1.1878635646944159e-05 }, { "score": 0.8731474876403809, "text": "Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and", "probability": 1.1694250024566902e-05 }, { "score": 0.8195371031761169, "text": "(f) Subject to Section 13.6, MMT may not use any subcontractor that is not a Permitted Sublicensee to fulfill its obligations under this Agreement.", "probability": 1.1083825524199159e-05 }, { "score": 0.6831450462341309, "text": "Subject to Section 13.6, MMT may not use any subcontractor that is not a Permitted Sublicensee to fulfill its obligations under this Agreement. 4.2 Diligence. Notwithstanding anything herein to the contrary, MMT's commitment to use Commercially Reasonable Efforts as set forth herein shall not preclude the suspension or discontinuance of the Promotion of the Product in the Field in a country within the Territory, if reasonably appropriate, based on the application of Commercially Reasonable Efforts with respect to the Promotion of the Product in such country.", "probability": 9.670643262435265e-06 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Disparagement": [ { "text": "", "score": 11.899558067321777, "probability": 0.9747285697646012 }, { "score": 7.5801801681518555, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage, (ii) request or accept any such improper payment, (iii) establish or maintain any unlawful fund of corporate monies or other properties, (iv) use any corporate funds for any illegal contributions, gifts, entertainment, travel or other unlawful expenses, or (v) cause a violation of any applicable Anti-Corruption Law.", "probability": 0.012971843748533005 }, { "score": 5.9700188636779785, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly", "probability": 0.002592492682652616 }, { "score": 5.785362720489502, "text": "Product quality complaint (PQC(s)): is any written or oral expression of dissatisfaction relative to the physical properties, condition, labelling, potency and/or packaging of the Product, including whether the Product is suspected or confirmed to be counterfeit.", "probability": 0.0021553727866135794 }, { "score": 5.665350914001465, "text": "Product quality complaint (PQC(s)): is any written or oral expression of dissatisfaction relative to the physical properties, condition, labelling, potency and/or packaging of the Product, including whether the Product is suspected or confirmed to be counterfeit.", "probability": 0.0019116216035207651 }, { "score": 5.263967990875244, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage,", "probability": 0.0012796274307150092 }, { "score": 4.952964782714844, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to", "probability": 0.0009375977664590594 }, { "score": 4.724113464355469, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage, (ii) request or accept any such improper payment, (iii) establish or maintain any unlawful fund of corporate monies or other properties, (iv) use any corporate funds for any illegal contributions, gifts, entertainment, travel or other unlawful expenses,", "probability": 0.0007458091364984373 }, { "score": 4.69899845123291, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken,", "probability": 0.0007273113881437662 }, { "score": 3.999983310699463, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage, (ii) request or accept any such improper payment, (iii) establish or maintain any unlawful fund of corporate monies or other properties, (iv) use any corporate funds for any illegal contributions, gifts, entertainment, travel or other unlawful expenses, or", "probability": 0.0003615280256566375 }, { "score": 3.8384957313537598, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage, (ii) request or accept any such improper payment,", "probability": 0.000307615917985233 }, { "score": 3.631629467010498, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term", "probability": 0.0002501312351992425 }, { "score": 3.2924113273620605, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken", "probability": 0.00017817524372390034 }, { "score": 3.2542014122009277, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term,", "probability": 0.0001714956095722376 }, { "score": 2.9424073696136475, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value,", "probability": 0.0001255574752090799 }, { "score": 2.899994134902954, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage, (ii) request or accept any such improper payment, (iii) establish or maintain any unlawful fund of corporate monies or other properties,", "probability": 0.00012034352830334135 }, { "score": 2.888848066329956, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action", "probability": 0.00011900961881766245 }, { "score": 2.837249517440796, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage", "probability": 0.0001130246313329012 }, { "score": 2.739461898803711, "text": "(ii) Anti-Corruption. In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage, (ii) request or accept any such improper payment, (iii) establish or maintain any unlawful fund of corporate monies or other properties, (iv) use any corporate funds for any illegal contributions, gifts, entertainment, travel or other unlawful expenses, or (v) cause a violation of any applicable Anti-Corruption Law.", "probability": 0.00010249542390157908 }, { "score": 2.718576669692993, "text": "In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage, (ii) request or accept any such improper payment, (iii) establish or maintain any unlawful fund of corporate monies or other properties, (iv) use any corporate funds for any illegal contributions, gifts, entertainment, travel or other unlawful expenses, or (v) cause a violation of any applicable Anti-Corruption Law", "probability": 0.0001003769825604886 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Termination For Convenience": [ { "score": 13.82869815826416, "text": "Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.", "probability": 0.6625487711849635 }, { "score": 12.433403968811035, "text": "SIGA may terminate this Agreement immediately upon written notice to MMT if MMT does not, in accordance with the provisions of Section 2.3, notify SIGA in writing [***]. 11.5 Termination for Convenience. Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.", "probability": 0.16415317446730582 }, { "text": "", "score": 11.773138046264648, "probability": 0.08482022867399301 }, { "score": 10.5791015625, "text": "SIGA may terminate this Agreement immediately upon written notice to MMT if MMT does not, in accordance with the provisions of Section 2.3, notify SIGA in writing [***].", "probability": 0.025700169218825415 }, { "score": 10.558379173278809, "text": "This Agreement may be terminated by either Party on country-by-country basis, or in its entirety, upon [***] days prior written notice at any time during the Term by giving written notice to the other Party in the event that such other Party has committed a material breach of its obligations under this Agreement with respect to such country(ies) or the Agreement in its entirety, as applicable, and such material breach remains uncured for [***] days from the date of such notice.", "probability": 0.02517308044025764 }, { "score": 9.662477493286133, "text": "Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA", "probability": 0.01027664152818029 }, { "score": 9.397027969360352, "text": "Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA. 11.6 Effect of Termination. Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.", "probability": 0.00788075714094221 }, { "score": 8.591265678405762, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 0.0035207065439302396 }, { "score": 8.49859619140625, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "probability": 0.0032091053950721593 }, { "score": 8.267183303833008, "text": "SIGA may terminate this Agreement immediately upon written notice to MMT if MMT does not, in accordance with the provisions of Section 2.3, notify SIGA in writing [***]. 11.5 Termination for Convenience. Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA", "probability": 0.0025461421152381796 }, { "score": 8.039704322814941, "text": "Termination for Convenience. Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.", "probability": 0.0020281019112956917 }, { "score": 8.001733779907227, "text": "SIGA may terminate this Agreement immediately upon written notice to MMT if MMT does not, in accordance with the provisions of Section 2.3, notify SIGA in writing [***]. 11.5 Termination for Convenience. Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA. 11.6 Effect of Termination. Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.", "probability": 0.0019525374706798823 }, { "score": 7.360844612121582, "text": "or in its entirety, upon [***] months' prior written notice to SIGA.", "probability": 0.0010286431728243322 }, { "score": 7.352428436279297, "text": "MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.", "probability": 0.0010200222594506428 }, { "score": 7.348836898803711, "text": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11. 11.2 Termination for Cause. (a) This Agreement may be terminated by either Party on country-by-country basis, or in its entirety, upon [***] days prior written notice at any time during the Term by giving written notice to the other Party in the event that such other Party has committed a material breach of its obligations under this Agreement with respect to such country(ies) or the Agreement in its entirety, as applicable, and such material breach remains uncured for [***] days from the date of such notice.", "probability": 0.0010163653821167688 }, { "score": 7.101992607116699, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement. If [***], SIGA shall have the right to designate the applicable country as a Discontinued Country at any time thereafter as long as the relevant Tier Period [***] for the country has been met at the time of the Non-[***] Notice.", "probability": 0.0007940479897155071 }, { "score": 6.912346839904785, "text": "Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA. 11.6 Effect of Termination. Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA", "probability": 0.0006568778843610751 }, { "score": 6.799464225769043, "text": "country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.", "probability": 0.0005867597892952312 }, { "score": 6.758773326873779, "text": "upon [***] months' prior written notice to SIGA.", "probability": 0.0005633632473396427 }, { "score": 6.687302112579346, "text": "Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA. 11.6 Effect of Termination. Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either", "probability": 0.0005245041842126714 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.245725631713867, "probability": 0.8842793975512228 }, { "score": 9.261177062988281, "text": "Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 0.04471122123938263 }, { "score": 9.238509178161621, "text": "\"Sell or Offer to Sell\" means actual negotiation of terms of purchase and contracting for sale of Product in the Field in the Territory.", "probability": 0.043709113170331236 }, { "score": 7.728045463562012, "text": "The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2.", "probability": 0.00965130273927023 }, { "score": 7.53805685043335, "text": "Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes", "probability": 0.00798132383648231 }, { "score": 7.001617431640625, "text": "\"Sell or Offer to Sell\" means actual negotiation of terms of purchase and contracting for sale of Product in the Field in the Territory.", "probability": 0.004667692663311148 }, { "score": 5.88148832321167, "text": "\"Sell or Offer to Sell\" means actual negotiation of terms of purchase and contracting for sale of Product in the Field in the Territory", "probability": 0.0015227771874861823 }, { "score": 5.626334190368652, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.001179843298684426 }, { "score": 5.22578763961792, "text": "If [***], SIGA shall have the right to designate the applicable country as a Discontinued Country at any time thereafter as long as the relevant Tier Period [***] for the country has been met at the time of the Non-[***] Notice.", "probability": 0.0007904404803702276 }, { "score": 4.300527572631836, "text": "Sell or Offer to Sell\" means actual negotiation of terms of purchase and contracting for sale of Product in the Field in the Territory.", "probability": 0.00031335298201220536 }, { "score": 3.9816503524780273, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.00022779658804000934 }, { "score": 3.5721795558929443, "text": "\"Sell or Offer to Sell\" means actual negotiation of terms of purchase and contracting for sale of Product in the Field in the Territory. \"Selling Party\" has the meaning set forth in the definition of Net Product Sales Amounts.", "probability": 0.00015125728732939914 }, { "score": 3.530421018600464, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.", "probability": 0.00014507106693534646 }, { "score": 3.4112563133239746, "text": "With respect to each country in the Territory in which MMT Promotes or intends to Promote the Product, if MMT knows or becomes aware that Governmental Authorities in such country cannot purchase the Product unless the Product has received Regulatory Approval in such country, then MMT shall promptly notify SIGA of such requirement;", "probability": 0.00012877401338380503 }, { "score": 3.396094799041748, "text": "The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2", "probability": 0.00012683633056162992 }, { "score": 3.195733070373535, "text": "Upon designation of a country as a \"Discontinued Country\" in accordance with Section 4.2, MMT shall immediately cease all Promotional efforts related to the Product in such country, and SIGA shall have the sole right to Promote the Product in such Discontinued Country during and after the Term.", "probability": 0.00010380724758866493 }, { "score": 3.132922887802124, "text": "The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2. Reports of the results of any such examination (each an \"Audit Report\") will be (a) limited to details of any discrepancies in MMT's records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10.", "probability": 9.748764074213311e-05 }, { "score": 2.982332468032837, "text": "\"Sell or Offer to Sell\" means actual negotiation of terms of purchase and contracting for sale of Product in the Field in the Territory", "probability": 8.385886343952135e-05 }, { "score": 2.7306628227233887, "text": "Notwithstanding", "probability": 6.520039604806512e-05 }, { "score": 2.7033772468566895, "text": "The Parties shall discuss the Potential New Field in good faith and upon the mutual written agreement of the Parties to proceed with a Potential New Field in such country, such Potential New Field shall be deemed hereunder to be an \"Expanded Field\" for purposes of that country only in the Territory.", "probability": 6.344541737782074e-05 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Change Of Control": [ { "text": "", "score": 12.269118309020996, "probability": 0.49523104096234205 }, { "score": 11.078722953796387, "text": "\"Change of Control\" means, with respect to either Party, [***].", "probability": 0.15060026091525813 }, { "score": 10.802251815795898, "text": "Termination Upon Certain Changes of Control. [***].", "probability": 0.11422359760197677 }, { "score": 10.536332130432129, "text": "\"Change of Control\" means, with respect to either Party, [***].", "probability": 0.08755246594817184 }, { "score": 10.350793838500977, "text": "Termination Upon Certain Changes of Control. [***].", "probability": 0.07272607111569832 }, { "score": 9.131832122802734, "text": "Termination Upon Certain Changes of Control.", "probability": 0.02149323462210404 }, { "score": 8.661910057067871, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction.", "probability": 0.013434367348296736 }, { "score": 8.576728820800781, "text": "11.3 Termination Upon Certain Changes of Control. [***].", "probability": 0.012337395256477597 }, { "score": 7.625673294067383, "text": "Termination Upon Certain Changes of Control.", "probability": 0.004766343209461355 }, { "score": 7.584311008453369, "text": "\"Change of Control\" means, with respect to either Party, [***]. \"Claims\" has the meaning set forth in Section 9.1.", "probability": 0.00457321794454318 }, { "score": 7.328108787536621, "text": "[***].", "probability": 0.003539604088942982 }, { "score": 7.320985317230225, "text": "[***].", "probability": 0.003514479417986168 }, { "score": 7.095337390899658, "text": "Termination Upon Certain Changes of Control. [***]. 11.4 Termination for Failure to [***]. SIGA may terminate this Agreement immediately upon written notice to MMT if MMT does not, in accordance with the provisions of Section 2.3, notify SIGA in writing [***]. 11.5 Termination for Convenience. Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA. 11.6 Effect of Termination. Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.", "probability": 0.0028045510844505405 }, { "score": 7.030684471130371, "text": "11.3 Termination Upon Certain Changes of Control. [***].", "probability": 0.0026289658743701696 }, { "score": 6.99083948135376, "text": "Termination Upon Certain Changes of Control 36 11.4 Termination for Failure to [***]", "probability": 0.0025262742159679664 }, { "score": 6.906308650970459, "text": "11.3 Termination Upon Certain Changes of Control.", "probability": 0.0023215028242586635 }, { "score": 6.7663774490356445, "text": "Termination Upon Certain Changes of Control", "probability": 0.002018356453013172 }, { "score": 6.4774088859558105, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction", "probability": 0.001511821144413684 }, { "score": 6.242740631103516, "text": "Termination Upon Certain Changes of Control 36 11.4 Termination for Failure to [***]", "probability": 0.0011955982947752927 }, { "score": 6.064945220947266, "text": "Termination Upon Certain Changes of Control", "probability": 0.001000851677491689 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Anti-Assignment": [ { "score": 14.088502883911133, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction. Any successor or assignee of rights or obligations permitted hereunder will, in writing to the other Party, expressly assume performance of such rights or obligations. Any permitted assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.", "probability": 0.3299036287760018 }, { "score": 13.765917778015137, "text": "Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.", "probability": 0.23894071622685373 }, { "score": 13.453417778015137, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction.", "probability": 0.17481276238327065 }, { "score": 13.3026762008667, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction.", "probability": 0.1503512005975357 }, { "text": "", "score": 12.179241180419922, "probability": 0.04888833765661715 }, { "score": 11.78936767578125, "text": "No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.03310437237790399 }, { "score": 10.197345733642578, "text": "No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.00673719339207344 }, { "score": 10.100560188293457, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction", "probability": 0.0061156917253687776 }, { "score": 10.075215339660645, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction", "probability": 0.00596263819645087 }, { "score": 8.844196319580078, "text": "Any permitted assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.", "probability": 0.0017410598090450338 }, { "score": 8.040579795837402, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction. Any successor or assignee of rights or obligations permitted hereunder will, in writing to the other Party, expressly assume performance of such rights or obligations. Any permitted assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect", "probability": 0.0007794844726773715 }, { "score": 7.812179088592529, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction. Any successor or assignee of rights or obligations permitted hereunder will, in writing to the other Party, expressly assume performance of such rights or obligations. Any permitted assignment will be binding on the successors of the assigning Party.", "probability": 0.0006203178831858594 }, { "score": 7.717994689941406, "text": "Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect", "probability": 0.0005645605623686639 }, { "score": 7.475343704223633, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction. Any successor or assignee of rights or obligations permitted hereunder will, in writing to the other Party, expressly assume performance of such rights or obligations.", "probability": 0.0004429233264581367 }, { "score": 6.965112209320068, "text": "Any successor or assignee of rights or obligations permitted hereunder will, in writing to the other Party, expressly assume performance of such rights or obligations. Any permitted assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.", "probability": 0.0002659119349075594 }, { "score": 6.717486381530762, "text": "13.5 Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction. Any successor or assignee of rights or obligations permitted hereunder will, in writing to the other Party, expressly assume performance of such rights or obligations. Any permitted assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.", "probability": 0.00020758468033054268 }, { "score": 6.506733417510986, "text": "(k) No Third Party Rights to Sublicense. No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.00016813822187392277 }, { "score": 6.439356803894043, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party,", "probability": 0.00015718284990753003 }, { "score": 6.220589637756348, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.", "probability": 0.0001262978000334453 }, { "score": 6.082401275634766, "text": "13.5 Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction.", "probability": 0.00010999712713578395 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Revenue/Profit Sharing": [ { "score": 13.351186752319336, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.6957892836570517 }, { "text": "", "score": 12.15660285949707, "probability": 0.21070582540807342 }, { "score": 10.624515533447266, "text": "If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.", "probability": 0.04553019090360622 }, { "score": 10.322769165039062, "text": "In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "probability": 0.03367074211773273 }, { "score": 8.233967781066895, "text": "In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts", "probability": 0.0041696324476542075 }, { "score": 7.591485023498535, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***]. (b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue", "probability": 0.0021931637417920546 }, { "score": 7.587188720703125, "text": "\"Yearly Collected Revenue\" means Net Product Sales Amount that is collected during the applicable Calendar Year.", "probability": 0.0021837614582683397 }, { "score": 6.785612106323242, "text": "(b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "probability": 0.00097968147577682 }, { "score": 6.745644569396973, "text": "If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT", "probability": 0.0009412981725955218 }, { "score": 6.44299840927124, "text": "(ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.0006954880275571247 }, { "score": 6.3817243576049805, "text": "\"Quarterly Collected Revenue\" means Net Product Sales Amount that is collected during the applicable Calendar Quarter.", "probability": 0.0006541520032981663 }, { "score": 6.339221954345703, "text": "Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.0006269315362815483 }, { "score": 6.281414985656738, "text": "(a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.0005917181203597698 }, { "score": 5.97151517868042, "text": "Concurrent with the delivery of the applicable Quarterly Report, MMT shall pay to SIGA in Dollars by wire transfer of immediately available funds into an account designated by SIGA in writing in advance of such payment the net result of Quarterly Collected Revenues, minus the corresponding Promotion Fee, and minus any applicable Credit Amount for such Calendar Quarter (all amounts as calculated in the Quarterly Report, and the payment of the net result being a \"Quarterly Payment\").", "probability": 0.0004340373396555816 }, { "score": 5.034878730773926, "text": "In", "probability": 0.0001701183070048664 }, { "score": 4.901051044464111, "text": "PAYMENTS 6.1 Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.00014880942080493082 }, { "score": 4.875035285949707, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of:", "probability": 0.00014498795554180994 }, { "score": 4.764169692993164, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***", "probability": 0.00012977278074601006 }, { "score": 4.696811676025391, "text": "(b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts", "probability": 0.00012131943962383488 }, { "score": 4.67822790145874, "text": "[***]. 5.6 Adverse Event Reporting. MMT or its Affiliates will reasonably cooperate with SIGA to meet applicable pharmacovigilance and safety reporting requirements and in the event of a Product recall. To facilitate pharmacovigilance and safety reporting, the Parties agree that they will follow the procedures described in Schedule 3 Safety Reporting Requirements, which may be amended from time-to-time, to ensure that adverse event and other safety information is identified, reviewed, and reported in a manner that will permit SIGA to comply with applicable Laws, including any reporting requirements with any applicable Regulatory Authority. ARTICLE 6\n\nPAYMENTS 6.1 Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.00011908568657528327 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Price Restrictions": [ { "text": "", "score": 12.089366912841797, "probability": 0.7711089831690999 }, { "score": 10.397358894348145, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.14199923895118394 }, { "score": 9.265514373779297, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.04578594551395046 }, { "score": 8.156118392944336, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.015098285535577054 }, { "score": 7.701013565063477, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.00957807247588062 }, { "score": 7.047852993011475, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.004984413765261777 }, { "score": 6.342731475830078, "text": "MMT shall use Commercially Reasonable Efforts at its sole cost and expense to Promote the Product in the Field within the Territory in accordance with the then-current Business Plan; provided that MMT shall not Promote any Product within any Restricted Market or Discontinued Country.", "probability": 0.002462542319672217 }, { "score": 6.337956428527832, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.0024508115932881103 }, { "score": 6.126871585845947, "text": "Except as otherwise set forth in Section 2.3 with respect to Competing Products, nothing in this Agreement shall limit or restrict the right of MMT or its Affiliates to develop, make regulatory filings, obtain regulatory approvals with respect to, or to Commercialize any product that is not the Product or, with respect to MMT only, a Competing Product or to engage in any business or other activity.", "probability": 0.0019844352991014278 }, { "score": 5.850526809692383, "text": "(ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.0015052960855448608 }, { "score": 4.867018222808838, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.0005629756098996462 }, { "score": 4.48726749420166, "text": "If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.", "probability": 0.0003850932747119839 }, { "score": 4.34804630279541, "text": "Furthermore, [***].", "probability": 0.0003350448439881973 }, { "score": 4.176139831542969, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer", "probability": 0.00028212716648215165 }, { "score": 4.1624369621276855, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer", "probability": 0.0002782875815063884 }, { "score": 4.11983585357666, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of:", "probability": 0.0002666811996757423 }, { "score": 4.102731227874756, "text": "(a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.0002621585073193149 }, { "score": 4.057949542999268, "text": "In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "probability": 0.0002506775935750434 }, { "score": 4.015931129455566, "text": "\"Restricted Markets\" means, as applicable under Global Trade Control Laws, the Crimean Peninsula, Cuba, Iran, North Korea, and Syria.", "probability": 0.00024036274317511597 }, { "score": 3.7187445163726807, "text": "\"Tier 1 Countries\" mean [***]. \"Tier 2 Countries\" mean [***]. \"Tier 3 Countries\" mean [***].", "probability": 0.00017856677110606603 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Minimum Commitment": [ { "text": "", "score": 12.161050796508789, "probability": 0.8497820302284068 }, { "score": 10.111064910888672, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.", "probability": 0.10939815180827873 }, { "score": 8.849985122680664, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured.", "probability": 0.030997737183668835 }, { "score": 6.7134270668029785, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA", "probability": 0.0036596084172537094 }, { "score": 6.334194183349609, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 0.0025045855416544116 }, { "score": 5.486240386962891, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured", "probability": 0.001072689956793215 }, { "score": 5.3238091468811035, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 0.000911866420802366 }, { "score": 4.93143367767334, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate,", "probability": 0.0006159205892822155 }, { "score": 3.9936482906341553, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement. If [***], SIGA shall have the right to designate the applicable country as a Discontinued Country at any time thereafter as long as the relevant Tier Period [***] for the country has been met at the time of the Non-[***] Notice.", "probability": 0.00024112914339630275 }, { "score": 3.5057241916656494, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate", "probability": 0.0001480290525795713 }, { "score": 3.204197883605957, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate", "probability": 0.00010949536807240008 }, { "score": 3.1779096126556396, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party", "probability": 0.0001066544294569049 }, { "score": 3.0597686767578125, "text": "Prom", "probability": 9.477001301409517e-05 }, { "score": 2.7695586681365967, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate,", "probability": 7.089805727059966e-05 }, { "score": 2.748927593231201, "text": "M", "probability": 6.945033947785178e-05 }, { "score": 2.636728525161743, "text": "If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.", "probability": 6.207931795152164e-05 }, { "score": 2.4370219707489014, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement", "probability": 5.084116366337965e-05 }, { "score": 2.375854969024658, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding", "probability": 4.7824560860697784e-05 }, { "score": 1.8853161334991455, "text": "Supply Limitation. [***].", "probability": 2.928280540590005e-05 }, { "score": 1.8025068044662476, "text": "Supply Limitation. [***]. 5.5 Supply Penalties. [***].", "probability": 2.695560271002136e-05 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Volume Restriction": [ { "text": "", "score": 12.07381534576416, "probability": 0.678275598101184 }, { "score": 10.356593132019043, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.12179404695136303 }, { "score": 9.973878860473633, "text": "If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.", "probability": 0.08306448276357382 }, { "score": 9.643684387207031, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***]. (b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "probability": 0.0597054158276324 }, { "score": 8.6386137008667, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***]. (b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts", "probability": 0.021853302347883498 }, { "score": 8.297574996948242, "text": "In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "probability": 0.015538383900208836 }, { "score": 7.414126873016357, "text": "A Person will be regarded as in \"control\" (including, with correlative meaning, the terms \"controlled by\" and \"under common control with\") of another Person if it (a) owns or controls at least fifty percent (50%) of the equity securities of the subject Person entitled to vote in the election of directors, or (b) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of any such Person (whether through ownership of securities or other ownership interests, by contract or otherwise).", "probability": 0.006422871035152261 }, { "score": 7.29250431060791, "text": "In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts", "probability": 0.005687340028734781 }, { "score": 6.083714485168457, "text": "(b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "probability": 0.0016980029608680604 }, { "score": 5.736888885498047, "text": "If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT", "probability": 0.0012003668662622818 }, { "score": 5.615212440490723, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.0010628466069752505 }, { "score": 5.255847930908203, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***]. (b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amount", "probability": 0.0007419942964019928 }, { "score": 5.078643798828125, "text": "(b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts", "probability": 0.0006215009405273676 }, { "score": 4.775298118591309, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.00045888137942287437 }, { "score": 4.753934860229492, "text": "with respect to Competing Products, nothing in this Agreement shall limit or restrict the right of MMT or its Affiliates to develop, make regulatory filings, obtain regulatory approvals with respect to, or to Commercialize any product that is not the Product or, with respect to MMT only, a Competing Product or to engage in any business or other activity.", "probability": 0.00044918215040668646 }, { "score": 4.546442985534668, "text": "(ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.00036501432922935795 }, { "score": 4.366023540496826, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.0003047577400093646 }, { "score": 4.255683898925781, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.000272919675885429 }, { "score": 4.200748920440674, "text": "MMT shall use Commercially Reasonable Efforts at its sole cost and expense to Promote the Product in the Field within the Territory in accordance with the then-current Business Plan; provided that MMT shall not Promote any Product within any Restricted Market or Discontinued Country.", "probability": 0.0002583312163507941 }, { "score": 4.0615434646606445, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 0.00022476088192772032 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.264142990112305, "probability": 0.9187070758402511 }, { "score": 9.399372100830078, "text": "Subject to the license granted to MMT under Section 2.1, SIGA shall own and retain all of its rights, title and interest in and to the SIGA Intellectual Property and the goodwill related to such Intellectual Property.", "probability": 0.05236280127931648 }, { "score": 8.01577377319336, "text": "The inventors named in the SIGA Patents are, to SIGA's knowledge, all of the true inventors for such SIGA Patents and each of such inventors has assigned to SIGA or its Affiliates all of his or her right, title and interest to such SIGA Patents and the inventions described therein;", "probability": 0.013126040904502976 }, { "score": 7.488062858581543, "text": "Subject to the license granted to MMT under Section 2.1, SIGA shall own and retain all of its rights, title and interest in and to the SIGA Intellectual Property and the goodwill related to such Intellectual Property", "probability": 0.007743758760785561 }, { "score": 6.637241363525391, "text": "The SIGA Intellectual Property includes and will continue to include all intellectual property rights Controlled by SIGA which are reasonably necessary for the Commercialization of the Product in accordance with the terms of this Agreement.", "probability": 0.0033070802574826845 }, { "score": 5.337099075317383, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction.", "probability": 0.0009011562792442234 }, { "score": 5.062499046325684, "text": "SIGA has allowed, and will continue to allow, MMT reasonable access to material information in SIGA's possession or Control (i) concerning side effects, injury, toxicity or sensitivity reaction and incidents or severity thereof with respect to the Product; and (ii) in respect of the SIGA Intellectual Property and the Product; (s) Inventors. The inventors named in the SIGA Patents are, to SIGA's knowledge, all of the true inventors for such SIGA Patents and each of such inventors has assigned to SIGA or its Affiliates all of his or her right, title and interest to such SIGA Patents and the inventions described therein;", "probability": 0.0006847670205725978 }, { "score": 5.024562358856201, "text": "\"SIGA Intellectual Property\" means the SIGA Know-How, SIGA Trademarks, SIGA Patents and SIGA Inventions.", "probability": 0.0006592758112993546 }, { "score": 4.7644476890563965, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.", "probability": 0.0005082773723779255 }, { "score": 4.2971673011779785, "text": "Any permitted assignment will be binding on the successors of the assigning Party.", "probability": 0.00031853963797501213 }, { "score": 3.968238592147827, "text": "Subject to the license granted to MMT under Section 2.1, SIGA shall own and retain all of its rights, title and interest in and to the SIGA Intellectual Property and the goodwill related to such Intellectual Property. 7.2 Intellectual Property Maintenance. SIGA shall control and be solely responsible for, at its sole discretion, the filing, preparation, prosecution, enforcement, maintenance and defense of the SIGA Intellectual Property worldwide and all claims and other aspects related thereto at SIGA's sole cost and expense, except as set forth in Section 7.3.", "probability": 0.0002292511689814751 }, { "score": 3.9491841793060303, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction. Any successor or assignee of rights or obligations permitted hereunder will, in writing to the other Party, expressly assume performance of such rights or obligations. Any permitted assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.", "probability": 0.00022492427667259945 }, { "score": 3.940514087677002, "text": "Ownership of SIGA Intellectual Property. Subject to the license granted to MMT under Section 2.1, SIGA shall own and retain all of its rights, title and interest in and to the SIGA Intellectual Property and the goodwill related to such Intellectual Property.", "probability": 0.0002229825920391983 }, { "score": 3.876002788543701, "text": "The SIGA Intellectual Property includes and will continue to include all intellectual property rights Controlled by SIGA which are reasonably necessary for the Commercialization of the Product in accordance with the terms of this Agreement.", "probability": 0.0002090518707702103 }, { "score": 3.8703513145446777, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA. SIGA shall be solely responsible for all costs and expenses incurred under or in connection with the assignment of a Customer Contract to SIGA pursuant to clause (ii) of this Section 11.6.", "probability": 0.00020787375174829116 }, { "score": 3.6325016021728516, "text": "Any permitted assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.", "probability": 0.000163871276510698 }, { "score": 3.3473076820373535, "text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction", "probability": 0.0001232096406625458 }, { "score": 3.253386974334717, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.00011216450546572065 }, { "score": 3.1965842247009277, "text": "INTELLECTUAL PROPERTY 20 7.1 Ownership of SIGA Intellectual Property 20 7.2 Intellectual Property Maintenance 20 7.3 New Patents and Trademarks", "probability": 0.00010597082737945158 }, { "score": 2.9392480850219727, "text": "INTELLECTUAL PROPERTY 7.1 Ownership of SIGA Intellectual Property. Subject to the license granted to MMT under Section 2.1, SIGA shall own and retain all of its rights, title and interest in and to the SIGA Intellectual Property and the goodwill related to such Intellectual Property.", "probability": 8.192692596212696e-05 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.217168807983398, "probability": 0.9994830209557817 }, { "score": 3.665825128555298, "text": "The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party,", "probability": 0.00019318528722756927 }, { "score": 2.8011064529418945, "text": "The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party, and (ii) SIGA does not have knowledge of any information which leads it to believe that any issued patents included in the SIGA Patents are invalid or unenforceable; (p) SIGA Trademarks and Trademark Applications. (i) The SIGA Trademarks listed on Schedule 2 are the only Trademarks and Trademark applications relating to the Product in which SIGA has an interest either alone or jointly with any Third Party (other than applications made during the Term in accordance with Section 7.3), and (ii) to SIGA's knowledge none of the SIGA Trademarks are invalid or unenforceable;", "probability": 8.136385154814652e-05 }, { "score": 2.5132973194122314, "text": "The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party, and (ii) SIGA does not have knowledge of any information which leads it to believe that any issued patents included in the SIGA Patents are invalid or unenforceable;", "probability": 6.101513551967281e-05 }, { "score": 1.8605060577392578, "text": "The SIGA Trademarks listed on Schedule 2 are the only Trademarks and Trademark applications relating to the Product in which SIGA has an interest either alone or jointly with any Third Party (other than applications made during the Term in accordance with Section 7.3), and (ii) to SIGA's knowledge none of the SIGA Trademarks are invalid or unenforceable;", "probability": 3.176390858217094e-05 }, { "score": 1.537428855895996, "text": "The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party, and", "probability": 2.2994464042488802e-05 }, { "score": 1.473799467086792, "text": "This Agreement is not a partnership agreement.", "probability": 2.157691739879456e-05 }, { "score": 1.3876034021377563, "text": "The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party, and (ii) SIGA does not have knowledge of any information which leads it to believe that any issued patents included in the SIGA Patents are invalid or unenforceable; (p) SIGA Trademarks and Trademark Applications. (i) The SIGA Trademarks listed on Schedule 2 are the only Trademarks and Trademark applications relating to the Product in which SIGA has an interest either alone or jointly with any Third Party (other than applications made during the Term in accordance with Section 7.3),", "probability": 1.9794973451687877e-05 }, { "score": 0.572832465171814, "text": "Subject to the license granted to MMT under Section 2.1, SIGA shall own and retain all of its rights, title and interest in and to the SIGA Intellectual Property and the goodwill related to such Intellectual Property.", "probability": 8.764041021711455e-06 }, { "score": 0.5659725666046143, "text": "Ownership of SIGA Intellectual Property", "probability": 8.70412632857885e-06 }, { "score": 0.5597250461578369, "text": "The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party", "probability": 8.649916635775561e-06 }, { "score": 0.49645209312438965, "text": "The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party, and (ii) SIGA does not have knowledge of any information which leads it to believe that any issued patents included in the SIGA Patents are invalid or unenforceable; (p) SIGA Trademarks and Trademark Applications. (i) The SIGA Trademarks listed on Schedule 2 are the only Trademarks and Trademark applications relating to the Product in which SIGA has an interest either alone or jointly with any Third Party (other than applications made during the Term in accordance with Section 7.3), and (ii) to SIGA's knowledge none of the SIGA Trademarks are invalid or unenforceable", "probability": 8.119566210394127e-06 }, { "score": 0.494778037071228, "text": "The SIGA Intellectual Property includes and will continue to include all intellectual property rights Controlled by SIGA which are reasonably necessary for the Commercialization of the Product in accordance with the terms of this Agreement. (n) Maintenance of SIGA Patent and Trademark Rights. SIGA will, at SIGA's sole discretion, diligently prosecute, maintain, enforce, and defend each of the SIGA Patents and the SIGA Trademarks reasonably necessary for the Commercialization of the Product in accordance with the terms of this Agreement. (o) SIGA Patents and Patent Applications. (i) The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party,", "probability": 8.105984972479084e-06 }, { "score": 0.44700300693511963, "text": "The SIGA Trademarks listed on Schedule 2 are the only Trademarks and Trademark applications relating to the Product in which SIGA has an interest either alone or jointly with any Third Party (other than applications made during the Term in accordance with Section 7.3),", "probability": 7.72782648734182e-06 }, { "score": 0.3752107620239258, "text": "The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party, and (ii) SIGA does not have knowledge of any information which leads it to believe that any issued patents included in the SIGA Patents are invalid or unenforceable", "probability": 7.192475422099101e-06 }, { "score": 0.31669163703918457, "text": "Ownership of SIGA Intellectual Property 20 7.2 Intellectual Property Maintenance 20 7.3 New Patents and Trademarks", "probability": 6.78365657416419e-06 }, { "score": 0.2569890022277832, "text": "INTELLECTUAL PROPERTY 20 7.1 Ownership of SIGA Intellectual Property", "probability": 6.390507201426985e-06 }, { "score": 0.007708072662353516, "text": "INTELLECTUAL PROPERTY 20 7.1 Ownership of SIGA Intellectual Property 20 7.2 Intellectual Property Maintenance 20 7.3 New Patents and Trademarks", "probability": 4.980512064360378e-06 }, { "score": 0.00014734268188476562, "text": "Ownership of SIGA", "probability": 4.942997753970407e-06 }, { "score": -0.003927707672119141, "text": "The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party, and (ii) SIGA does not have knowledge of any information which leads it to believe that any issued patents included in the SIGA Patents are invalid or unenforceable; (p) SIGA Trademarks and Trademark Applications.", "probability": 4.92289577532868e-06 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__License Grant": [ { "text": "", "score": 11.826210021972656, "probability": 0.5564966268575211 }, { "score": 11.119617462158203, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.", "probability": 0.27453219760366077 }, { "score": 9.429234504699707, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.05063715483285066 }, { "score": 9.353996276855469, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.046967100358462924 }, { "score": 8.8907470703125, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.0295533811221792 }, { "score": 7.919413089752197, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory", "probability": 0.011188250633976705 }, { "score": 7.876161098480225, "text": "For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 0.010714652378112803 }, { "score": 7.6857452392578125, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.008856895663407744 }, { "score": 7.1059489250183105, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory. The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below.", "probability": 0.004959971587484644 }, { "score": 5.919062614440918, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.0015136344839815612 }, { "score": 5.588136672973633, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory. The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below. (b) Sublicense Rights. Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "probability": 0.0010871806224539708 }, { "score": 5.184108734130859, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory;", "probability": 0.0007258294722200975 }, { "score": 4.917599201202393, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT", "probability": 0.0005560207243445645 }, { "score": 4.454349517822266, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT", "probability": 0.00034986798029779624 }, { "score": 4.434913158416748, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party.", "probability": 0.00034313347958391134 }, { "score": 4.339259624481201, "text": "(a) Grant to MMT. Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.", "probability": 0.0003118324395547065 }, { "score": 4.338844299316406, "text": "Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 0.0003117029545864042 }, { "score": 4.304483413696289, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.0003011744846592718 }, { "score": 4.300193786621094, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product", "probability": 0.00029988532541851804 }, { "score": 4.278695106506348, "text": "Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.0002935069952428307 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Transferable License": [ { "score": 12.125690460205078, "text": "No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.3721509624897265 }, { "text": "", "score": 12.064041137695312, "probability": 0.34990100184011114 }, { "score": 11.56946849822998, "text": "No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.21338064213804853 }, { "score": 9.469206809997559, "text": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "probability": 0.02612299431980513 }, { "score": 9.00537109375, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.016427885374823346 }, { "score": 8.233076095581055, "text": "For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 0.007588889125913725 }, { "score": 7.59608268737793, "text": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld). Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a \"Permitted Sublicensee\" for purposes of this Agreement.", "probability": 0.004013612916117243 }, { "score": 6.729251384735107, "text": "(k) No Third Party Rights to Sublicense. No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.0016868459941597838 }, { "score": 6.723838806152344, "text": "Neither Party will knowingly transfer to the other Party any goods, software, technology, or services that are (a) controlled at a level other than EAR99 under the U.S. Export Administration Regulations, (b) controlled under the U.S. International Traffic in Arms Regulations, (c) specifically identified as an E.U. Dual Use Item or (d) on an applicable export control list of a foreign country.", "probability": 0.001677740472065918 }, { "score": 6.3778910636901855, "text": "(k) No Third Party Rights to Sublicense. No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.0011870843665959562 }, { "score": 6.310988426208496, "text": "Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.0011102636960296998 }, { "score": 6.227983474731445, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.", "probability": 0.0010218274067903094 }, { "score": 5.982967376708984, "text": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below. (b) Sublicense Rights. Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "probability": 0.0007997760736778667 }, { "score": 5.4984660148620605, "text": "No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement", "probability": 0.0004926654871732211 }, { "score": 5.464380264282227, "text": "As of the Effective Date, there are no rights with respect to the Product or the SIGA Trademarks in the Territory granted by SIGA, in each case, to any Person or entity other than MMT;\n\n23\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(k) No Third Party Rights to Sublicense. No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.0004761555888514807 }, { "score": 5.37722110748291, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.00043641145887925067 }, { "score": 5.3725666999816895, "text": "No Third Party Rights to Sublicense. No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.000434384941887822 }, { "score": 5.31412410736084, "text": "No Third Party Rights to Sublicense. No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 0.0004097259457634486 }, { "score": 5.159119129180908, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party;", "probability": 0.0003508937717439646 }, { "score": 5.098444938659668, "text": "Subject to Section 13.6, MMT may not use any subcontractor that is not a Permitted Sublicensee to fulfill its obligations under this Agreement.", "probability": 0.00033023659183553016 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.106218338012695, "probability": 0.19483607456901975 }, { "score": 12.003782272338867, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1.", "probability": 0.17586602720614766 }, { "score": 11.65687370300293, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1.", "probability": 0.12431441071836058 }, { "score": 11.324173927307129, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4.", "probability": 0.08913161976895695 }, { "score": 10.909570693969727, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.05888055602564193 }, { "score": 10.860947608947754, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.05608609005774167 }, { "score": 10.75493049621582, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4.", "probability": 0.050444348564138104 }, { "score": 10.426254272460938, "text": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "probability": 0.03631367878190448 }, { "score": 10.379240036010742, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.03464593004739137 }, { "score": 10.049675941467285, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4.", "probability": 0.024918641182457027 }, { "score": 10.043583869934082, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.02476729650723228 }, { "score": 9.953777313232422, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.", "probability": 0.022639983782385686 }, { "score": 9.822265625, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.01985003655665483 }, { "score": 9.66762638092041, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4.", "probability": 0.01700600649175931 }, { "score": 9.595431327819824, "text": "Schedule 1 sets forth a true and complete list of all SIGA Patents owned or otherwise Controlled by SIGA or its Affiliates that relate to the Product or its Manufacture or use, including in the case of SIGA Patents that are licensed to SIGA, the name of the owner(s) and licensor(s) and the agreement(s) providing SIGA with Control.", "probability": 0.01582152811584275 }, { "score": 9.513254165649414, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.014573348122152111 }, { "score": 9.506261825561523, "text": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld). Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a \"Permitted Sublicensee\" for purposes of this Agreement.", "probability": 0.014471801752977142 }, { "score": 9.146564483642578, "text": "MMT is expressly entitled to perform any regulatory responsibilities for the Product through any of its Affiliates.", "probability": 0.010099689768841291 }, { "score": 8.956279754638672, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 0.008349652977474555 }, { "score": 8.777578353881836, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 0.006983279002920714 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.215341567993164, "probability": 0.2937495999081645 }, { "score": 11.520102500915527, "text": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "probability": 0.14656787567757246 }, { "score": 11.48300838470459, "text": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld). Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a \"Permitted Sublicensee\" for purposes of this Agreement.", "probability": 0.14123067127811423 }, { "score": 11.153162956237793, "text": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "probability": 0.10154977696201108 }, { "score": 10.425790786743164, "text": "Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a \"Permitted Sublicensee\" for purposes of this Agreement.", "probability": 0.049066519690925965 }, { "score": 10.374950408935547, "text": "MMT is expressly entitled to perform any regulatory responsibilities for the Product through any of its Affiliates.", "probability": 0.046634310376336925 }, { "score": 10.142976760864258, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1.", "probability": 0.03697947009351708 }, { "score": 9.954607009887695, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4.", "probability": 0.03063040506888458 }, { "score": 9.624176025390625, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4.", "probability": 0.02201143653616949 }, { "score": 9.491576194763184, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory. The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below. (b) Sublicense Rights. Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "probability": 0.0192779572192916 }, { "score": 9.382298469543457, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.017282330220244693 }, { "score": 9.145968437194824, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.01364474645757034 }, { "score": 8.964059829711914, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.011375318508149398 }, { "score": 8.947776794433594, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.", "probability": 0.011191593654059818 }, { "score": 8.939790725708008, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.011102572754625614 }, { "score": 8.900667190551758, "text": "Schedule 1 sets forth a true and complete list of all SIGA Patents owned or otherwise Controlled by SIGA or its Affiliates that relate to the Product or its Manufacture or use, including in the case of SIGA Patents that are licensed to SIGA, the name of the owner(s) and licensor(s) and the agreement(s) providing SIGA with Control.", "probability": 0.010676588204647522 }, { "score": 8.883344650268555, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.010493235229907968 }, { "score": 8.808754920959473, "text": "(b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4.", "probability": 0.00973902545222733 }, { "score": 8.757883071899414, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.009255974244822976 }, { "score": 8.5529146194458, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 0.00754059246275637 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.792186737060547, "probability": 0.9997423514403491 }, { "score": 2.886016368865967, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.00013551502340521768 }, { "score": 2.0885255336761475, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 6.10438020465022e-05 }, { "score": 1.0366134643554688, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 2.1320724981972675e-05 }, { "score": -0.42318224906921387, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party;", "probability": 4.952457361571412e-06 }, { "score": -0.723558783531189, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 3.667489454415228e-06 }, { "score": -0.7582409381866455, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 3.5424734610271992e-06 }, { "score": -0.7730789184570312, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory;", "probability": 3.49029835357202e-06 }, { "score": -0.7746679186820984, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.", "probability": 3.4847566727347177e-06 }, { "score": -0.9646864533424377, "text": "The Parties shall discuss the Potential New Field in good faith and upon the mutual written agreement of the Parties to proceed with a Potential New Field in such country, such Potential New Field shall be deemed hereunder to be an \"Expanded Field\" for purposes of that country only in the Territory. 2.2 Negative Covenants. (a) MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 2.8816979483003994e-06 }, { "score": -1.0710506439208984, "text": "Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 2.5909264001824336e-06 }, { "score": -1.224316954612732, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 2.222758927726958e-06 }, { "score": -1.3394088745117188, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory,", "probability": 1.98110994244695e-06 }, { "score": -1.3646454811096191, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product", "probability": 1.93173904740612e-06 }, { "score": -1.3705506324768066, "text": "Notwithstanding", "probability": 1.9203654503858062e-06 }, { "score": -1.4526762962341309, "text": "MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 1.7689565321976306e-06 }, { "score": -1.6166698932647705, "text": "(a) MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 1.5013973571261143e-06 }, { "score": -1.750291347503662, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 1.3136043768269862e-06 }, { "score": -1.7619589567184448, "text": "No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 1.298366820085001e-06 }, { "score": -1.8237144947052002, "text": "The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2.", "probability": 1.220611111555066e-06 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.07696533203125, "probability": 0.9967995481859371 }, { "score": 6.2136993408203125, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.", "probability": 0.0028328512224220647 }, { "score": 3.0674405097961426, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 0.00012184870491738148 }, { "score": 2.865021228790283, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA", "probability": 9.95202230762087e-05 }, { "score": 2.1676409244537354, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 4.9549916032502506e-05 }, { "score": 1.6263070106506348, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 2.8836635720496935e-05 }, { "score": 1.1517829895019531, "text": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***].", "probability": 1.794161062845403e-05 }, { "score": 0.7467356324195862, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 1.1966071546976592e-05 }, { "score": 0.38067877292633057, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.", "probability": 8.298032301978882e-06 }, { "score": 0.30161094665527344, "text": "Prom", "probability": 7.667193086610428e-06 }, { "score": -0.19936609268188477, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding", "probability": 4.645846288189589e-06 }, { "score": -0.42272984981536865, "text": "Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 3.715858686746522e-06 }, { "score": -0.5167832374572754, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes", "probability": 3.382301531544714e-06 }, { "score": -0.6429091691970825, "text": "No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "probability": 2.981511755902834e-06 }, { "score": -1.1929852962493896, "text": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory. The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below.", "probability": 1.7200516947657353e-06 }, { "score": -1.3682875633239746, "text": "Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 1.4434730909202541e-06 }, { "score": -1.4911599159240723, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and", "probability": 1.27657374310451e-06 }, { "score": -1.7668575048446655, "text": "SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "probability": 9.689736474015624e-07 }, { "score": -1.797734260559082, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement", "probability": 9.395120644684758e-07 }, { "score": -1.8428114652633667, "text": "Furthermore, [***].", "probability": 8.981018274210096e-07 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Source Code Escrow": [ { "text": "", "score": 12.277820587158203, "probability": 0.999624654330307 }, { "score": 4.208340167999268, "text": "Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 0.0003128283766277207 }, { "score": 1.9902151823043823, "text": "Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes", "probability": 3.4039776469441116e-05 }, { "score": 0.9921855330467224, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 1.2547232053211003e-05 }, { "score": 0.12375736236572266, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 5.26495141194185e-06 }, { "score": -0.764640748500824, "text": "If acknowledgement of receipt is not received within this timeframe, then Promoter shall contact SIGA to determine if the source documents need to be re-sent. 4.3. Case Documentation and Record Retention: Promoter shall document all Safety Reports received and reported to SIGA. Documentation shall include, where possible the name, address, and telephone number of the reporter, and whether consent has been given by the reporter to be re-contacted by SIGA. Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 2.165548777361003e-06 }, { "score": -0.9695484638214111, "text": "Notwithstanding", "probability": 1.764321312349196e-06 }, { "score": -1.02628493309021, "text": "Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.", "probability": 1.66700669771555e-06 }, { "score": -1.2259396314620972, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes", "probability": 1.36530100828247e-06 }, { "score": -1.725978136062622, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.", "probability": 8.280650363326031e-07 }, { "score": -1.7611017227172852, "text": "4.3. Case Documentation and Record Retention: Promoter shall document all Safety Reports received and reported to SIGA. Documentation shall include, where possible the name, address, and telephone number of the reporter, and whether consent has been given by the reporter to be re-contacted by SIGA. Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 7.994852722802415e-07 }, { "score": -2.7945637702941895, "text": "Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA. 11.6 Effect of Termination. Upon termination of this Agreement pursuant to this ARTICLE 11,", "probability": 2.844353717292987e-07 }, { "score": -2.8425259590148926, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11,", "probability": 2.711152140544213e-07 }, { "score": -2.905618190765381, "text": ".", "probability": 2.54538383250904e-07 }, { "score": -2.934849739074707, "text": "Case Documentation and Record Retention: Promoter shall document all Safety Reports received and reported to SIGA. Documentation shall include, where possible the name, address, and telephone number of the reporter, and whether consent has been given by the reporter to be re-contacted by SIGA. Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 2.472055296787588e-07 }, { "score": -2.962603807449341, "text": "SIGA may terminate this Agreement immediately upon written notice to MMT if MMT does not, in accordance with the provisions of Section 2.3, notify SIGA in writing [***]. 11.5 Termination for Convenience. Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.", "probability": 2.4043890552884274e-07 }, { "score": -2.9827659130096436, "text": "If acknowledgement of receipt is not received within this timeframe, then Promoter shall contact SIGA to determine if the source documents need to be re-sent. 4.3. Case Documentation and Record Retention: Promoter shall document all Safety Reports received and reported to SIGA. Documentation shall include, where possible the name, address, and telephone number of the reporter, and whether consent has been given by the reporter to be re-contacted by SIGA. Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes", "probability": 2.3563969460971336e-07 }, { "score": -3.216600179672241, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party.", "probability": 1.865071645169435e-07 }, { "score": -3.2474303245544434, "text": "Notwithstanding anything herein to the contrary, MMT's commitment to use Commercially Reasonable Efforts as set forth herein shall not preclude the suspension or discontinuance of the Promotion of the Product in the Field in a country within the Territory, if reasonably appropriate, based on the application of Commercially Reasonable Efforts with respect to the Promotion of the Product in such country. If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 1.8084485501839259e-07 }, { "score": -3.280970335006714, "text": "Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n5. Data Privacy: In forwarding Safety Reports to SIGA, Promoter shall comply with all applicable privacy and data protection laws, rules and regulations on the protection of individuals with regard to the processing of Personal Data and the free movement of such data.", "probability": 1.7487990805227448e-07 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Post-Termination Services": [ { "score": 12.940752983093262, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.", "probability": 0.5731015737821755 }, { "text": "", "score": 12.384794235229492, "probability": 0.3286864378240964 }, { "score": 11.049463272094727, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA", "probability": 0.08646790085118602 }, { "score": 8.265523910522461, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 0.0053432490007901245 }, { "score": 7.415851593017578, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.", "probability": 0.0022845328868559577 }, { "score": 7.173720359802246, "text": "Upon the expiration or termination of this Agreement, MMT shall submit a final written report covering the time period between the date of the last Quarterly Report submitted by MMT and the date of expiration or termination of this Agreement (the \"Final Report\").", "probability": 0.0017932513060692874 }, { "score": 6.146636486053467, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA", "probability": 0.0006420728363945986 }, { "score": 5.286744594573975, "text": "Prom", "probability": 0.00027173025321619403 }, { "score": 5.086123466491699, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes", "probability": 0.0002223357729600231 }, { "score": 4.973408222198486, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA. SIGA shall be solely responsible for all costs and expenses incurred under or in connection with the assignment of a Customer Contract to SIGA pursuant to clause (ii) of this Section 11.6. All costs, penalties or other expenses incurred under or in connection with any Customer Contract as a result of MMT's termination of a Customer Contract pursuant to clause (i) of this Section 11.6 shall be the responsibility of the Party terminating this Agreement, provided that in the event of a termination under Section 11.2, such costs shall be the responsibility of the non-terminating Party.", "probability": 0.00019863589703939173 }, { "score": 4.769899368286133, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding", "probability": 0.0001620596750348352 }, { "score": 4.676531791687012, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested", "probability": 0.00014761345332725052 }, { "score": 4.656707286834717, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA. SIGA shall be solely responsible for all costs and expenses incurred under or in connection with the assignment of a Customer Contract to SIGA pursuant to clause (ii) of this Section 11.6.", "probability": 0.0001447159058244781 }, { "score": 4.278495788574219, "text": "oter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.", "probability": 9.914278185895827e-05 }, { "score": 4.208799839019775, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory,", "probability": 9.24682278256896e-05 }, { "score": 3.9974608421325684, "text": "MMT will retain all such books, records and accounts until the later of (a) [***] after the end of the period to which such books, records and accounts pertain and (b) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Laws.", "probability": 7.485299367036316e-05 }, { "score": 3.9930834770202637, "text": "after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.", "probability": 7.452605088334835e-05 }, { "score": 3.9130678176879883, "text": "(b) Upon the expiration or termination of this Agreement, MMT shall submit a final written report covering the time period between the date of the last Quarterly Report submitted by MMT and the date of expiration or termination of this Agreement (the \"Final Report\").", "probability": 6.879513850769339e-05 }, { "score": 3.851109743118286, "text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either", "probability": 6.466208430668335e-05 }, { "score": 3.7669572830200195, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement", "probability": 5.944327797693376e-05 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Audit Rights": [ { "score": 13.745692253112793, "text": "SIGA, or its authorized representatives, shall have the right, at its cost, with reasonable advance notice, during regular business hours, to audit the facility used by the Promoter in order to review the Promoter activities under this Exhibit including, but not limited to, any documents relevant to these activities, for compliance with the safety reporting requirements set out in this Exhibit.", "probability": 0.3923493097316161 }, { "score": 12.290157318115234, "text": "SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT (\"SIGA's Auditor\"), have access during normal business hours, and upon [***] Business Days' prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA's request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA's Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees.", "probability": 0.09152549837787789 }, { "text": "", "score": 12.273804664611816, "probability": 0.0900409845670776 }, { "score": 12.202781677246094, "text": "SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT (\"SIGA's Auditor\"), have access during normal business hours, and upon [***] Business Days' prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA's request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA's Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees. The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2.", "probability": 0.08386781793151943 }, { "score": 11.994951248168945, "text": "The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2.", "probability": 0.06812958369458258 }, { "score": 11.79016399383545, "text": "SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT (\"SIGA's Auditor\"), have access during normal business hours, and upon [***] Business Days' prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA's request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA's Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees. The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2. Reports of the results of any such examination (each an \"Audit Report\") will be (a) limited to details of any discrepancies in MMT's records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10.", "probability": 0.0555133915022947 }, { "score": 11.6597900390625, "text": "MMT will require its sublicensees to provide to it a report detailing the foregoing expenses and calculations incurred or made by such sublicensee, which report will be made available to SIGA in connection with any audit conducted by SIGA pursuant to Section 6.5.", "probability": 0.04872783002092997 }, { "score": 11.582334518432617, "text": "The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2. Reports of the results of any such examination (each an \"Audit Report\") will be (a) limited to details of any discrepancies in MMT's records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10.", "probability": 0.04509605654115537 }, { "score": 10.879327774047852, "text": "Reports of the results of any such examination (each an \"Audit Report\") will be (a) limited to details of any discrepancies in MMT's records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10.", "probability": 0.022326806911865758 }, { "score": 10.612245559692383, "text": "SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT (\"SIGA's Auditor\"), have access during normal business hours, and upon [***] Business Days' prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA's request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA's Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees", "probability": 0.017093629424725604 }, { "score": 10.586042404174805, "text": "SIGA will bear the full cost of the performance of any such audit, including the fees of SIGA's Auditor and the Independent Auditor, unless a Final Audit Report, which covers the entire Calendar Year, discloses a variance to the detriment of the auditing Party of more than [***] from the amount of the original report, royalty or payment calculation, in which case MMT will bear the full cost of the performance of such audit.", "probability": 0.01665153976145425 }, { "score": 10.179171562194824, "text": "Reports of the results of any such examination (each an \"Audit Report\") will be (a) limited to details of any discrepancies in MMT's records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10. An Audit Report shall become final and binding on the Parties thirty (30) days following MMT's receipt thereof, unless MMT delivers written notice of its agreement thereto (in which case such Audit Report shall become final and binding on the date of delivery of such notice of agreement) or written notice of its disagreement thereto (\"Notice of Disagreement\") to SIGA in either case on or prior to such date.", "probability": 0.011085432381825827 }, { "score": 10.065469741821289, "text": "SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT (\"SIGA's Auditor\"), have access during normal business hours, and upon [***] Business Days' prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA's request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA's Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees. The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2", "probability": 0.009894014990974705 }, { "score": 9.937043190002441, "text": "If an Audit Report as finally determined pursuant to this Section 6.5 (a \"Final Audit Report\") concludes that (i) additional amounts were owed by MMT, MMT will pay the additional amounts, or (ii) excess payments were made by MMT, SIGA will reimburse such excess payments, in either case ((i) or (ii)), within thirty (30) Business Days after the date on which an Audit Report is deemed a Final Audit Report. SIGA will bear the full cost of the performance of any such audit, including the fees of SIGA's Auditor and the Independent Auditor, unless a Final Audit Report, which covers the entire Calendar Year, discloses a variance to the detriment of the auditing Party of more than [***] from the amount of the original report, royalty or payment calculation, in which case MMT will bear the full cost of the performance of such audit.", "probability": 0.008701570060858092 }, { "score": 9.915904998779297, "text": "SIGA, or its authorized representatives, shall have the right, at its cost, with reasonable advance notice, during regular business hours, to audit the facility used by the Promoter in order to review the Promoter activities under this Exhibit including, but not limited to, any documents relevant to these activities, for compliance with the safety reporting requirements set out in this Exhibit", "probability": 0.008519565014660013 }, { "score": 9.857640266418457, "text": "The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2", "probability": 0.00803735904756586 }, { "score": 9.617888450622559, "text": "The results of such audit, including any determination made by the Independent Auditor, will be final, absent manifest error.", "probability": 0.006323979873374351 }, { "score": 9.537151336669922, "text": "SIGA will bear the full cost of the performance of any such audit, including the fees of SIGA's Auditor and the Independent Auditor, unless a Final Audit Report, which covers the entire Calendar Year, discloses a variance to the detriment of the auditing Party of more than [***] from the amount of the original report, royalty or payment calculation, in which case MMT will bear the full cost of the performance of such audit. The results of such audit, including any determination made by the Independent Auditor, will be final, absent manifest error.", "probability": 0.005833467679754138 }, { "score": 9.53127670288086, "text": "An Audit Report shall become final and binding on the Parties thirty (30) days following MMT's receipt thereof, unless MMT delivers written notice of its agreement thereto (in which case such Audit Report shall become final and binding on the date of delivery of such notice of agreement) or written notice of its disagreement thereto (\"Notice of Disagreement\") to SIGA in either case on or prior to such date.", "probability": 0.00579929865693138 }, { "score": 9.273801803588867, "text": "SIGA has provided or made available, when requested by MMT to conduct its due diligence review, documents and communications in its possession from and to any Governmental Authority, or prepared by any Governmental Authority, related to the Product, that may bear on the compliance with the requirements of any Governmental Authority, including any notice of inspection, inspection report, warning letter, deficiency letter, or similar communication (collectively \"Compliance Communications\");", "probability": 0.0044828638289562345 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Uncapped Liability": [ { "text": "", "score": 12.382540702819824, "probability": 0.5524208031095077 }, { "score": 11.686511993408203, "text": "In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed.", "probability": 0.275415638929182 }, { "score": 11.145082473754883, "text": "NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "probability": 0.1602687111553044 }, { "score": 7.482334136962891, "text": "SIGA may immediately terminate this Agreement on a country-by-country basis on notice to MMT if SIGA receives any information that it in good faith determines to be evidence of an actual breach by MMT or its Affiliates of Section 8.4(c)(ii) in such country. In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed.", "probability": 0.004112797749118789 }, { "score": 7.1847686767578125, "text": "The foregoing indemnity obligation will not apply (i) to the extent that (x) the MMT Indemnitees fail to comply with the indemnification procedures set forth in Section 9.3 and SIGA's defense of the relevant Claims is prejudiced by such failure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of MMT or its Affiliates or the officers, directors, employees, agents or representatives of MMT or its Affiliates, or breach by MMT of its representations, warranties or covenants or any other obligation of MMT hereunder; or (ii) to Claims for which MMT has an obligation to indemnify SIGA pursuant to Section 9.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims, provided, for clarity, notwithstanding the provisions of Section 9.2(a) or (b), SIGA shall in all cases be solely responsible for any Claims relating to matters described in Section 9.1(c) and (e).", "probability": 0.0030542621894294295 }, { "score": 6.225687503814697, "text": "THE PARTIES EXPRESSLY WAIVE AND FOREGO, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.", "probability": 0.0011705302851774267 }, { "score": 5.8945393562316895, "text": "EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES", "probability": 0.0008405563657144006 }, { "score": 5.871700763702393, "text": ", NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "probability": 0.0008215767996412764 }, { "score": 4.967752456665039, "text": "The foregoing indemnity obligation will not apply", "probability": 0.00033271195416968854 }, { "score": 4.869068145751953, "text": "NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***", "probability": 0.00030144657473595027 }, { "score": 4.359945297241211, "text": "In", "probability": 0.00018117618465960446 }, { "score": 4.309586524963379, "text": "ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "probability": 0.00017227829810061396 }, { "score": 4.286588668823242, "text": "Limitation of Liability", "probability": 0.0001683614784450683 }, { "score": 4.133013725280762, "text": "EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY),", "probability": 0.0001443929469995181 }, { "score": 3.976764440536499, "text": "(c) SIGA may immediately terminate this Agreement on a country-by-country basis on notice to MMT if SIGA receives any information that it in good faith determines to be evidence of an actual breach by MMT or its Affiliates of Section 8.4(c)(ii) in such country. In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed.", "probability": 0.000123505920850473 }, { "score": 3.854570150375366, "text": "In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed", "probability": 0.00010929982639723332 }, { "score": 3.8175792694091797, "text": "In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed.\n\n35\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n11.3 Termination Upon Certain Changes of Control. [***]. 11.4 Termination for Failure to [***]. SIGA may terminate this Agreement immediately upon written notice to MMT if MMT does not, in accordance with the provisions of Section 2.3, notify SIGA in writing [***].", "probability": 0.00010533059480568443 }, { "score": 3.800340175628662, "text": "The foregoing indemnity obligation will not apply", "probability": 0.00010353035265919622 }, { "score": 3.611539363861084, "text": "EX", "probability": 8.571810130135391e-05 }, { "score": 3.370692729949951, "text": "SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed.", "probability": 6.73711838002551e-05 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Cap On Liability": [ { "text": "", "score": 12.220441818237305, "probability": 0.7482010297468381 }, { "score": 10.61623764038086, "text": "THE PARTIES EXPRESSLY WAIVE AND FOREGO, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.", "probability": 0.15042543612018403 }, { "score": 9.882734298706055, "text": "OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "probability": 0.07223785230580883 }, { "score": 8.91824722290039, "text": "In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed.", "probability": 0.02753552813078806 }, { "score": 4.420151710510254, "text": "SIGA may immediately terminate this Agreement on a country-by-country basis on notice to MMT if SIGA receives any information that it in good faith determines to be evidence of an actual breach by MMT or its Affiliates of Section 8.4(c)(ii) in such country. In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed.", "probability": 0.0003064752094714522 }, { "score": 4.000021457672119, "text": "OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***", "probability": 0.00020134233461680928 }, { "score": 3.832603931427002, "text": "THE PARTIES EXPRESSLY WAIVE AND FOREGO, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT", "probability": 0.00017030468377680517 }, { "score": 3.709256649017334, "text": "NO JURY TRIAL. THE PARTIES EXPRESSLY WAIVE AND FOREGO, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.", "probability": 0.00015054195377616408 }, { "score": 3.4163291454315186, "text": "Any outstanding amounts due and payable by SIGA pursuant to the terms of this Agreement, including reimbursements for Supply Penalties pursuant to Section 5.5 and any amounts owed to an MMT Indemnitee pursuant to SIGA's indemnification obligations in Section 9.1, at MMT's option, can be set-off by MMT from any Quarterly Payment until such amounts are fully recovered; provided that any amounts that are subject to a dispute properly brought under ARTICLE 12 may not be set-off pursuant to this Section 6.7.", "probability": 0.0001123157728164781 }, { "score": 3.3769407272338867, "text": "In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed", "probability": 0.00010797782545593067 }, { "score": 3.1805131435394287, "text": "THE PARTIES EXPRESSLY WAIVE AND FOREGO, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF", "probability": 8.872114977022234e-05 }, { "score": 2.914724349975586, "text": "EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY),", "probability": 6.801372404016406e-05 }, { "score": 2.8354711532592773, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement.", "probability": 6.283148568325782e-05 }, { "score": 2.8342697620391846, "text": "THE", "probability": 6.275604581348496e-05 }, { "score": 2.768019676208496, "text": "The foregoing indemnity obligation will not apply", "probability": 5.873318123365878e-05 }, { "score": 2.5717077255249023, "text": "Limitation of Liability", "probability": 4.82643351146832e-05 }, { "score": 2.5527987480163574, "text": "ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "probability": 4.7360280201411634e-05 }, { "score": 2.430285930633545, "text": "In", "probability": 4.1899382510099854e-05 }, { "score": 2.3644206523895264, "text": "PARTIES EXPRESSLY WAIVE AND FOREGO, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.", "probability": 3.922858975097832e-05 }, { "score": 2.2032036781311035, "text": "(c) SIGA may immediately terminate this Agreement on a country-by-country basis on notice to MMT if SIGA receives any information that it in good faith determines to be evidence of an actual breach by MMT or its Affiliates of Section 8.4(c)(ii) in such country. In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed.", "probability": 3.338774234911843e-05 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Liquidated Damages": [ { "text": "", "score": 12.145774841308594, "probability": 0.9889904232188121 }, { "score": 7.581930160522461, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.010307172040082933 }, { "score": 3.770488739013672, "text": "THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "probability": 0.0002279562728841923 }, { "score": 3.1327733993530273, "text": "Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.0001204745449401044 }, { "score": 3.0266313552856445, "text": "(a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 0.00010834238469883018 }, { "score": 2.283053398132324, "text": "Supply Penalties. [***]. 5.6 Adverse Event Reporting. MMT or its Affiliates will reasonably cooperate with SIGA to meet applicable pharmacovigilance and safety reporting requirements and in the event of a Product recall. To facilitate pharmacovigilance and safety reporting, the Parties agree that they will follow the procedures described in Schedule 3 Safety Reporting Requirements, which may be amended from time-to-time, to ensure that adverse event and other safety information is identified, reviewed, and reported in a manner that will permit SIGA to comply with applicable Laws, including any reporting requirements with any applicable Regulatory Authority. ARTICLE 6\n\nPAYMENTS 6.1 Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 5.150703931639241e-05 }, { "score": 2.137946367263794, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of:", "probability": 4.454996878377638e-05 }, { "score": 2.056208610534668, "text": "[***]. 5.6 Adverse Event Reporting. MMT or its Affiliates will reasonably cooperate with SIGA to meet applicable pharmacovigilance and safety reporting requirements and in the event of a Product recall. To facilitate pharmacovigilance and safety reporting, the Parties agree that they will follow the procedures described in Schedule 3 Safety Reporting Requirements, which may be amended from time-to-time, to ensure that adverse event and other safety information is identified, reviewed, and reported in a manner that will permit SIGA to comply with applicable Laws, including any reporting requirements with any applicable Regulatory Authority. ARTICLE 6\n\nPAYMENTS 6.1 Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 4.105340156806928e-05 }, { "score": 1.3285174369812012, "text": "5.5 Supply Penalties. [***]. 5.6 Adverse Event Reporting. MMT or its Affiliates will reasonably cooperate with SIGA to meet applicable pharmacovigilance and safety reporting requirements and in the event of a Product recall. To facilitate pharmacovigilance and safety reporting, the Parties agree that they will follow the procedures described in Schedule 3 Safety Reporting Requirements, which may be amended from time-to-time, to ensure that adverse event and other safety information is identified, reviewed, and reported in a manner that will permit SIGA to comply with applicable Laws, including any reporting requirements with any applicable Regulatory Authority. ARTICLE 6\n\nPAYMENTS 6.1 Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 1.9829733891145476e-05 }, { "score": 0.9903559684753418, "text": "In", "probability": 1.4140189391846166e-05 }, { "score": 0.815279483795166, "text": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***];", "probability": 1.1869173415341248e-05 }, { "score": 0.8051719665527344, "text": "EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY),", "probability": 1.1749809791534681e-05 }, { "score": 0.6076666116714478, "text": "PAYMENTS 6.1 Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 9.643958890651591e-06 }, { "score": 0.43808913230895996, "text": "[***]. 5.5 Supply Penalties. [***]. 5.6 Adverse Event Reporting. MMT or its Affiliates will reasonably cooperate with SIGA to meet applicable pharmacovigilance and safety reporting requirements and in the event of a Product recall. To facilitate pharmacovigilance and safety reporting, the Parties agree that they will follow the procedures described in Schedule 3 Safety Reporting Requirements, which may be amended from time-to-time, to ensure that adverse event and other safety information is identified, reviewed, and reported in a manner that will permit SIGA to comply with applicable Laws, including any reporting requirements with any applicable Regulatory Authority. ARTICLE 6\n\nPAYMENTS 6.1 Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 8.13970727658934e-06 }, { "score": 0.22972345352172852, "text": "If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.", "probability": 6.60871041969433e-06 }, { "score": 0.14994120597839355, "text": "[***]. 5.4 Supply Limitation. [***]. 5.5 Supply Penalties. [***]. 5.6 Adverse Event Reporting. MMT or its Affiliates will reasonably cooperate with SIGA to meet applicable pharmacovigilance and safety reporting requirements and in the event of a Product recall. To facilitate pharmacovigilance and safety reporting, the Parties agree that they will follow the procedures described in Schedule 3 Safety Reporting Requirements, which may be amended from time-to-time, to ensure that adverse event and other safety information is identified, reviewed, and reported in a manner that will permit SIGA to comply with applicable Laws, including any reporting requirements with any applicable Regulatory Authority. ARTICLE 6\n\nPAYMENTS 6.1 Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 6.101937184113146e-06 }, { "score": 0.08907270431518555, "text": "In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "probability": 5.741599271582618e-06 }, { "score": -0.028820276260375977, "text": "5.6 Adverse Event Reporting. MMT or its Affiliates will reasonably cooperate with SIGA to meet applicable pharmacovigilance and safety reporting requirements and in the event of a Product recall. To facilitate pharmacovigilance and safety reporting, the Parties agree that they will follow the procedures described in Schedule 3 Safety Reporting Requirements, which may be amended from time-to-time, to ensure that adverse event and other safety information is identified, reviewed, and reported in a manner that will permit SIGA to comply with applicable Laws, including any reporting requirements with any applicable Regulatory Authority. ARTICLE 6\n\nPAYMENTS 6.1 Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "probability": 5.103082708102556e-06 }, { "score": -0.08976483345031738, "text": "EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "probability": 4.801365000070367e-06 }, { "score": -0.09174609184265137, "text": "EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR", "probability": 4.791861672751506e-06 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Warranty Duration": [ { "text": "", "score": 11.935813903808594, "probability": 0.9231341789779508 }, { "score": 8.506497383117676, "text": "In the event that Promoter receives a communication from a Regulatory Authority relating to the Product, Promoter shall inform SIGA as soon as possible, but in any event no later than one (1) Business Day or three (3) calendar days of receipt, whichever is shorter.", "probability": 0.029917933281974562 }, { "score": 8.164405822753906, "text": "The receipt of Safety Reports from Promoter shall be acknowledged by SIGA in writing no later than one (1) Business Day following receipt.", "probability": 0.02125020442993565 }, { "score": 7.802319526672363, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.", "probability": 0.01479486586355594 }, { "score": 6.4753947257995605, "text": "In the event that Promoter receives a communication from a Regulatory Authority relating to the Product, Promoter shall inform SIGA as soon as possible, but in any event no later than one (1) Business Day or three (3) calendar days of receipt, whichever is shorter", "probability": 0.003924957089652786 }, { "score": 5.80795955657959, "text": "The receipt of Safety Reports from Promoter shall be acknowledged by SIGA in writing no later than one (1) Business Day following receipt. If acknowledgement of receipt is not received within this timeframe, then Promoter shall contact SIGA to determine if the source documents need to be re-sent. 4.3. Case Documentation and Record Retention: Promoter shall document all Safety Reports received and reported to SIGA. Documentation shall include, where possible the name, address, and telephone number of the reporter, and whether consent has been given by the reporter to be re-contacted by SIGA. Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.", "probability": 0.0020135921158514858 }, { "score": 4.873702049255371, "text": "In the event Promoter engages a subcontractor to perform services related to this Agreement, Promoter shall request fulfilment by that subcontractor of these safety reporting requirements on substantially the same terms as those outlined in this Exhibit, unless it is established that there is no possibility that the subcontracted services will involve receipt or handling of Safety Reports by the subcontractor.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n3.4. In the event that Promoter receives a communication from a Regulatory Authority relating to the Product, Promoter shall inform SIGA as soon as possible, but in any event no later than one (1) Business Day or three (3) calendar days of receipt, whichever is shorter.", "probability": 0.0007910949678389271 }, { "score": 4.6700849533081055, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA", "probability": 0.0006453552401416629 }, { "score": 4.63010311126709, "text": "Promoter shall report all Safety Reports to SIGA within two (2) Business Days or four (4) calendar days of awareness, whichever is shorter. All reports shall be sent to:\n\nDrug Safety Unit - Contact Details: Regulatory Affairs, SIGA Technologies E-mail: drugsafety@siga.com Telephone: 541-753-2000 Fax: 541-753-9999\n\nPostal Address: SIGA Technologies, Inc.4575 Research Way, Suite 110, Corvallis, OR 97333\n\n4.2. Case Receipt Confirmation: The receipt of Safety Reports from Promoter shall be acknowledged by SIGA in writing no later than one (1) Business Day following receipt.", "probability": 0.0006200617581834739 }, { "score": 4.442770004272461, "text": "In the event that Promoter receives a communication from a Regulatory Authority relating to the Product, Promoter shall inform SIGA as soon as possible, but in any event no later than one (1) Business Day or three (3) calendar days of receipt, whichever is shorter. Where possible, SIGA shall be informed prior to, and have the opportunity to review, any response to the regulatory authority by Promoter.", "probability": 0.0005141350509882858 }, { "score": 4.113208770751953, "text": "The receipt of Safety Reports from Promoter shall be acknowledged by SIGA in writing no later than one (1) Business Day following receipt.", "probability": 0.0003697861045022799 }, { "score": 4.0917582511901855, "text": "As to any Product, during the Term SIGA shall provide, or make available, to MMT copies of any (A) Compliance Communications within five (5) Business Days after provision to, or receipt from, any Governmental Authority and (B) Non-Compliance Action within five (5) Business Days after receipt from a Governmental Authority; except (in the cases of (A) and (B)) to the extent that SIGA's counsel reasonably believes that such disclosure to MMT could violate applicable privacy Laws or have a significant adverse impact on SIGA's legal position or defense (including the loss of attorney-client privilege).", "probability": 0.00036193846926587834 }, { "score": 4.074772834777832, "text": "The receipt of Safety Reports from Promoter shall be acknowledged by SIGA in writing no later than one (1) Business Day following receipt. If acknowledgement of receipt is not received within this timeframe, then Promoter shall contact SIGA to determine if the source documents need to be re-sent.", "probability": 0.00035584270971067975 }, { "score": 4.00740385055542, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country,", "probability": 0.00033265962575028537 }, { "score": 3.644054651260376, "text": "If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"),", "probability": 0.00023131273429623757 }, { "score": 3.3881216049194336, "text": "As to any Product, during the Term", "probability": 0.00017908088525396033 }, { "score": 3.34078049659729, "text": "Promoter shall ensure that all employees and, if applicable, subcontractor employees performing activities under this Agreement (\"Promoter Personnel\") who may become aware of a Safety Report associated with the use of the Product comply with the requirements set out in this Exhibit. 3.2. If Promoter Personnel become aware of a Safety Report that may be associated with the Product, Promoter shall inform SIGA in accordance with the reporting procedures included in this Exhibit and as may be updated and provided to Promoter in the future by SIGA. 3.3. In the event Promoter engages a subcontractor to perform services related to this Agreement, Promoter shall request fulfilment by that subcontractor of these safety reporting requirements on substantially the same terms as those outlined in this Exhibit, unless it is established that there is no possibility that the subcontracted services will involve receipt or handling of Safety Reports by the subcontractor.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n3.4. In the event that Promoter receives a communication from a Regulatory Authority relating to the Product, Promoter shall inform SIGA as soon as possible, but in any event no later than one (1) Business Day or three (3) calendar days of receipt, whichever is shorter.", "probability": 0.00017080054434515912 }, { "score": 3.2125227451324463, "text": "In", "probability": 0.00015024070634858143 }, { "score": 3.12880539894104, "text": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "probability": 0.00013817505154016364 }, { "score": 2.842599630355835, "text": "In the event Promoter engages a subcontractor to perform services related to this Agreement, Promoter shall request fulfilment by that subcontractor of these safety reporting requirements on substantially the same terms as those outlined in this Exhibit, unless it is established that there is no possibility that the subcontracted services will involve receipt or handling of Safety Reports by the subcontractor.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n3.4. In the event that Promoter receives a communication from a Regulatory Authority relating to the Product, Promoter shall inform SIGA as soon as possible, but in any event no later than one (1) Business Day or three (3) calendar days of receipt, whichever is shorter", "probability": 0.00010378439291365976 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Insurance": [ { "score": 12.35919189453125, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured. MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request.", "probability": 0.2426289375714812 }, { "score": 12.227819442749023, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured.", "probability": 0.21275915933239714 }, { "text": "", "score": 12.223672866821289, "probability": 0.211878763898627 }, { "score": 12.049166679382324, "text": "MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request.", "probability": 0.1779509686369889 }, { "score": 11.299018859863281, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured. MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request", "probability": 0.08404566110450702 }, { "score": 10.988993644714355, "text": "MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request", "probability": 0.061641480002264444 }, { "score": 8.121618270874023, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate,", "probability": 0.003504190880934411 }, { "score": 7.212672233581543, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate", "probability": 0.0014120091362052863 }, { "score": 6.56445837020874, "text": "9.4 Insurance. MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured. MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request.", "probability": 0.0007384512038129235 }, { "score": 6.433086395263672, "text": "9.4 Insurance. MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured.", "probability": 0.0006475416074470811 }, { "score": 6.371777534484863, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured. MMT and SIGA shall maintain such insurance throughout the Term", "probability": 0.0006090340572225063 }, { "score": 6.0617523193359375, "text": "MMT and SIGA shall maintain such insurance throughout the Term", "probability": 0.0004466829121886208 }, { "score": 5.837621688842773, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain", "probability": 0.00035699377465764505 }, { "score": 5.666994094848633, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and", "probability": 0.0003009941260275103 }, { "score": 5.544332504272461, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured", "probability": 0.0002662482539648187 }, { "score": 5.504284858703613, "text": "9.4 Insurance. MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured. MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request", "probability": 0.00025579632275049064 }, { "score": 5.045504093170166, "text": "Insurance. MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured. MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request.", "probability": 0.00016167703722915904 }, { "score": 4.914132118225098, "text": "Insurance. MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured.", "probability": 0.00014177322487129925 }, { "score": 4.845790863037109, "text": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured. M", "probability": 0.000132407927605936 }, { "score": 4.757584571838379, "text": "M", "probability": 0.00012122898881641537 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.156450271606445, "probability": 0.48602592155796487 }, { "score": 11.939840316772461, "text": "No Third Party has asserted or threatened in writing legal action asserting, that the SIGA Patents or the SIGA Trademarks are invalid or unenforceable by challenging or threatening to challenge the inventorship, ownership, SIGA's right to use, scope, validity or enforceability of any SIGA Patent (including by way of example, through the institution or written threat of institution of interference, derivation, post-grant review, opposition, nullity or similar invalidity proceedings before any Governmental Authority);", "probability": 0.3913694521173414 }, { "score": 10.572410583496094, "text": "THE PARTIES EXPRESSLY WAIVE AND FOREGO, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.", "probability": 0.0997056425753875 }, { "score": 7.893618583679199, "text": "So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party will not settle or compromise any such Claim without the prior written consent of the Indemnifying Party.", "probability": 0.006844396382148643 }, { "score": 7.507730007171631, "text": "There are no pending, and to SIGA's knowledge, no threatened, adverse actions, claims, investigations, suits or proceedings against SIGA or any of its Affiliates, at law or in equity, or before or by any Governmental Authority, involving the SIGA Intellectual Property or the Product, nor to SIGA's knowledge has any such adverse action, claim, investigation, suit or proceeding been brought or threatened since the inception of SIGA as a company, in each case, which has been resolved in a manner that impairs any of SIGA's rights in and to any such SIGA Intellectual Property or the Product;", "probability": 0.00465313736659009 }, { "score": 6.5636091232299805, "text": "The Indemnifying Party will not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money by the Indemnifying Party. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party will not settle or compromise any such Claim without the prior written consent of the Indemnifying Party.", "probability": 0.0018101700852979218 }, { "score": 6.507472991943359, "text": "In addition, it has not received any notice from any Third Party asserting or alleging that (i) the Product or any SIGA Trademark has infringed or misappropriated the intellectual property rights of any Third Party or (ii) the performance of MMT's obligations under this Agreement infringes or would infringe any Third Party intellectual property rights;", "probability": 0.001711353673631897 }, { "score": 6.497479438781738, "text": "Except with respect to disputes arising from the delivery of an Audit Report which disputes shall be governed by the terms of Section 6.6, if any dispute or disagreement arises between the Parties in respect of this Agreement, to the extent not resolved by the JSC:", "probability": 0.001694336343142642 }, { "score": 6.321992874145508, "text": "No Third Party has asserted or threatened in writing legal action asserting, that the SIGA Patents or the SIGA Trademarks are invalid or unenforceable by challenging or threatening to challenge the inventorship, ownership, SIGA's right to use, scope, validity or enforceability of any SIGA Patent (including by way of example, through the institution or written threat of institution of interference, derivation, post-grant review, opposition, nullity or similar invalidity proceedings before any Governmental Authority", "probability": 0.0014216306552834988 }, { "score": 5.926355361938477, "text": "If, within a further period of thirty (30) days, or in any event within sixty (60) days of initial receipt of the Notice of Dispute, the dispute has not been resolved, or if, for any reason, the meeting described in Section 12.1(b) has not been held within sixty (60) days of initial receipt of the Notice of Dispute, then the Parties agree that either Party may initiate litigation to resolve such dispute.", "probability": 0.0009571138293617373 }, { "score": 5.897439956665039, "text": "Except with respect to disputes arising from the delivery of an Audit Report which disputes shall be governed by the terms of Section 6.6, if any dispute or disagreement arises between the Parties in respect of this Agreement, to the extent not resolved by the JSC: (a) The Party claiming that such a dispute exists will give notice in writing to the other Party of the nature of the dispute (a \"Notice of Dispute\").", "probability": 0.000929834788003332 }, { "score": 5.408949851989746, "text": "The Indemnifying Party will not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money by the Indemnifying Party.", "probability": 0.0005705020818042128 }, { "score": 5.333522796630859, "text": "(e) Non-Assertion by Third Parties. No Third Party has asserted or threatened in writing legal action asserting, that the SIGA Patents or the SIGA Trademarks are invalid or unenforceable by challenging or threatening to challenge the inventorship, ownership, SIGA's right to use, scope, validity or enforceability of any SIGA Patent (including by way of example, through the institution or written threat of institution of interference, derivation, post-grant review, opposition, nullity or similar invalidity proceedings before any Governmental Authority);", "probability": 0.000529053606902489 }, { "score": 5.3270440101623535, "text": "(c) agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or otherwise.", "probability": 0.0005256370610392205 }, { "score": 4.6600341796875, "text": "No Third Party has asserted or threatened in writing legal action asserting, that the SIGA Patents or the SIGA Trademarks are invalid or unenforceable by challenging or threatening to challenge the inventorship, ownership, SIGA's right to use, scope, validity or enforceability of any SIGA Patent", "probability": 0.0002697784714413264 }, { "score": 4.430710792541504, "text": "(d) Non-Infringement of Third Party Rights. To SIGA's knowledge, the Commercialization of the Product can be carried out as contemplated by this Agreement as of the Effective Date without infringing any issued patents or pending applications controlled by a Third Party and without infringing any Trademark rights of any Third Party. (e) Non-Assertion by Third Parties. No Third Party has asserted or threatened in writing legal action asserting, that the SIGA Patents or the SIGA Trademarks are invalid or unenforceable by challenging or threatening to challenge the inventorship, ownership, SIGA's right to use, scope, validity or enforceability of any SIGA Patent (including by way of example, through the institution or written threat of institution of interference, derivation, post-grant review, opposition, nullity or similar invalidity proceedings before any Governmental Authority);", "probability": 0.0002144931405211525 }, { "score": 4.349480628967285, "text": "No", "probability": 0.00019775869895920117 }, { "score": 4.330568313598633, "text": "Each Party to this Agreement hereby (a) irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York or the United States District Court for the Southern District of New York for the purpose of any and all actions, suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the subject matter hereof,", "probability": 0.000194053768909966 }, { "score": 4.306447982788086, "text": "Within thirty (30) days of receipt of a Notice of Dispute, the Parties' Executive Officers will meet and confer in person or by teleconference and at this meeting will use their reasonable efforts to resolve such dispute. (c) If, within a further period of thirty (30) days, or in any event within sixty (60) days of initial receipt of the Notice of Dispute, the dispute has not been resolved, or if, for any reason, the meeting described in Section 12.1(b) has not been held within sixty (60) days of initial receipt of the Notice of Dispute, then the Parties agree that either Party may initiate litigation to resolve such dispute.", "probability": 0.00018942912597971824 }, { "score": 4.289816379547119, "text": "Neither such Party nor any of its respective Affiliates is a party to or otherwise bound by any oral or written contract or agreement that will result in any other Person obtaining any interest in, or that would give to any other Person any right to assert any claim in or with respect to, any of such Party's rights under this Agreement;", "probability": 0.0001863046702888718 } ], "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.175189971923828, "probability": 0.9946356173092099 }, { "score": 6.552215576171875, "text": "\"Third Party\" means any Person other than SIGA or MMT or an Affiliate of either of them.", "probability": 0.0035944897957057146 }, { "score": 5.683279037475586, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.", "probability": 0.0015075194050552217 }, { "score": 2.4173696041107178, "text": "\"Third Party\" means any Person other than SIGA or MMT or an Affiliate of either of them. \"Tier 1 Countries\" mean [***].", "probability": 5.753027710082714e-05 }, { "score": 1.5630590915679932, "text": "\"Third Party\" means any Person other than SIGA or MMT or an Affiliate of either of them", "probability": 2.4483535101336643e-05 }, { "score": 1.4891393184661865, "text": "\"Third Party\" means any Person other than SIGA or MMT or an Affiliate of either of them. \"Tier 1 Countries\" mean [***]. \"Tier 2 Countries\" mean [***]. \"Tier 3 Countries\" mean [***].", "probability": 2.27389902192581e-05 }, { "score": 1.2544286251068115, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party;", "probability": 1.7981984372370437e-05 }, { "score": 1.1420354843139648, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product", "probability": 1.6070370706219706e-05 }, { "score": 1.01522696018219, "text": "\"Third Party\" means any Person other than SIGA or MMT or an Affiliate of either of them.", "probability": 1.4156426966739035e-05 }, { "score": 1.012907862663269, "text": "For illustrative purposes only, an example of the activities described in the second sentence of this Section 8.4(c) would be to knowingly provide any improper inducement for a Government Official or other Person to approve, reimburse, prescribe, or purchase the Product, to influence the outcome of a clinical trial, or otherwise to benefit a Party's or its Affiliates' business activities improperly.", "probability": 1.412363487081474e-05 }, { "score": 0.9786830544471741, "text": "Subject to Section 13.6, MMT may not use any subcontractor that is not a Permitted Sublicensee to fulfill its obligations under this Agreement.", "probability": 1.36484343829349e-05 }, { "score": 0.8368034362792969, "text": "\"Third Party\" means any Person other than SIGA or MMT or an Affiliate of either of them. \"Tier 1 Countries\" mean [***]. \"Tier 2 Countries\" mean [***].", "probability": 1.1843097396339739e-05 }, { "score": 0.8166682720184326, "text": "Subject to Section 2.4 and Section 4.3(b), MMT shall serve as the primary contracting party [***].", "probability": 1.1607019395506183e-05 }, { "score": 0.7260723114013672, "text": "\"", "probability": 1.0601696916693279e-05 }, { "score": 0.6274900436401367, "text": "Notwithstanding", "probability": 9.60642174898977e-06 }, { "score": 0.6011716723442078, "text": "Third Party\" means any Person other than SIGA or MMT or an Affiliate of either of them.", "probability": 9.35689435478073e-06 }, { "score": 0.41116762161254883, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party", "probability": 7.737737908465613e-06 }, { "score": 0.39813899993896484, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party.", "probability": 7.637579726949168e-06 }, { "score": 0.29474639892578125, "text": "Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a).", "probability": 6.887362167568124e-06 }, { "score": 0.21540522575378418, "text": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld). Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a \"Permitted Sublicensee\" for purposes of this Agreement.", "probability": 6.362026693808833e-06 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Document Name": [ { "score": 14.155850410461426, "text": "COOPERATION AGREEMENT", "probability": 0.24119235471867223 }, { "score": 14.0582914352417, "text": "COOPERATION AGREEMENT", "probability": 0.21877324714988164 }, { "score": 13.953292846679688, "text": "COOPERATION AGREEMENT", "probability": 0.1969671973016528 }, { "score": 13.53458023071289, "text": "COOPERATION AGREEMENT THIS COOPERATION AGREEMENT", "probability": 0.12958338684118106 }, { "score": 13.320525169372559, "text": "COOPERATION AGREEMENT", "probability": 0.10461317779162786 }, { "score": 13.033574104309082, "text": "COOPERATION AGREEMENT", "probability": 0.07851725906661433 }, { "score": 10.826786994934082, "text": "COOPERATION AGREEMENT (\"", "probability": 0.008641112637115096 }, { "text": "", "score": 10.7369384765625, "probability": 0.007898578713447972 }, { "score": 10.408075332641602, "text": "COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (\"", "probability": 0.0056849349780351615 }, { "score": 9.48451042175293, "text": "COOPERATION AGREEMENT has been entered into as of the date first set forth above.", "probability": 0.0022574927138821576 }, { "score": 9.217759132385254, "text": "THIS COOPERATION AGREEMENT", "probability": 0.001728931330184428 }, { "score": 8.258702278137207, "text": "COOPERATION AGREEMENT (\"Agreement", "probability": 0.0006626201594400311 }, { "score": 8.24138069152832, "text": "COOPERATION AGREEMENT has been entered into as of the date first set forth above.", "probability": 0.000651241360885797 }, { "score": 8.101973533630371, "text": "COOPERATION AGREEMENT (\"Agreement\")", "probability": 0.0005664977845242942 }, { "score": 7.915242671966553, "text": "COOPERATION AGREEMENT ", "probability": 0.00047000451826296113 }, { "score": 7.839990139007568, "text": "COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (\"Agreement", "probability": 0.00043593352887794166 }, { "score": 7.683261394500732, "text": "COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (\"Agreement\")", "probability": 0.00037269523842725985 }, { "score": 7.638621807098389, "text": "THIS COOPERATION AGREEMENT", "probability": 0.0003564241460335109 }, { "score": 7.514007091522217, "text": "COOPERATION AGREEMENT (\"Agreement\") is", "probability": 0.0003146644168274325 }, { "score": 7.506290435791016, "text": "COOPERATION AGREEMENT ", "probability": 0.00031224560442590126 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Parties": [ { "score": 12.240533828735352, "text": "HPIL ENERGYTECH Inc.,", "probability": 0.12114494816736969 }, { "score": 12.226396560668945, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG", "probability": 0.11944433886888746 }, { "score": 12.080365180969238, "text": "GINARES GROUP AG", "probability": 0.10321550661292536 }, { "score": 11.73978042602539, "text": "HPIL ENERGYTECH Inc. and GINARES GROUP AG", "probability": 0.07342278756248954 }, { "score": 11.728334426879883, "text": "GINARES GROUP AG", "probability": 0.07258718169358877 }, { "text": "", "score": 11.610198020935059, "probability": 0.06449914317486566 }, { "score": 11.478930473327637, "text": "HPIL ENERGYTECH Inc.", "probability": 0.0565646590621098 }, { "score": 11.256181716918945, "text": "HPIL", "probability": 0.04526959592807143 }, { "score": 11.254751205444336, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET", "probability": 0.045204883548581515 }, { "score": 11.164581298828125, "text": "HPIL", "probability": 0.04130713384999885 }, { "score": 11.159584045410156, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES", "probability": 0.0411012265481666 }, { "score": 11.026557922363281, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES", "probability": 0.035981749120577895 }, { "score": 11.013551712036133, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES", "probability": 0.03551679313561308 }, { "score": 10.88052749633789, "text": "GINARES", "probability": 0.03109295962703336 }, { "score": 10.474884986877441, "text": "HPIL ENERGYTECH Inc. and GINARES GROUP AG January 5, 2015\n\n\n\n\n\n\n\n Table of Contents 1. Term........................................................................................................................................... 2 2. Goals And Objectives................................................................................................................ 2 3. Obligations Of The Parties........................................................................................................ 3 4. Confidentiality........................................................................................................................... 3 5. Relation Of The Parties............................................................................................................. 3 6. Closing....................................................................................................................................... 3 7. Representations, Warranties, And Covenants Of GINARES.................................................... 3 8. Representations, Warranties, And Covenants Of HPIL ET", "probability": 0.02072496278879137 }, { "score": 10.463438034057617, "text": "GINARES GROUP AG January 5, 2015\n\n\n\n\n\n\n\n Table of Contents 1. Term........................................................................................................................................... 2 2. Goals And Objectives................................................................................................................ 2 3. Obligations Of The Parties........................................................................................................ 3 4. Confidentiality........................................................................................................................... 3 5. Relation Of The Parties............................................................................................................. 3 6. Closing....................................................................................................................................... 3 7. Representations, Warranties, And Covenants Of GINARES.................................................... 3 8. 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"score": 13.45695686340332, "text": "January 5, 2015", "probability": 0.0734362484987043 }, { "score": 11.785151481628418, "text": "5th day of January, 2015 (", "probability": 0.013799222923668343 }, { "text": "", "score": 11.518754959106445, "probability": 0.01057207148212801 }, { "score": 11.508733749389648, "text": "this 5th day of January, 2015", "probability": 0.01046665561610949 }, { "score": 10.25649642944336, "text": "5th day of January, 2015 (the \"Closing Date\"),", "probability": 0.002992045384200901 }, { "score": 9.355056762695312, "text": "January, 2015", "probability": 0.001214724815410064 }, { "score": 8.900382041931152, "text": "5th day of January", "probability": 0.00077093041763 }, { "score": 8.857598304748535, "text": "th day of January, 2015", "probability": 0.0007386427516876589 }, { "score": 8.65761661529541, "text": "5th day of January,", "probability": 0.0006047606097409423 }, { "score": 7.348278045654297, "text": "this 5th day of January, 2015 (", 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"HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Expiration Date": [ { "score": 15.55159854888916, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 0.9786998498937923 }, { "text": "", "score": 11.581146240234375, "probability": 0.018463073279613648 }, { "score": 9.27769947052002, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term", "probability": 0.0018447170931508753 }, { "score": 7.745670318603516, "text": "\").", "probability": 0.00039863732983133984 }, { "score": 6.83946418762207, "text": "Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 0.00016107110682387786 }, { "score": 5.995732307434082, "text": "unless terminated earlier in accordance with the terms of this 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Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 4.511699939752583e-05 }, { "score": 4.991672515869141, "text": "shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 2.5382355138109555e-05 }, { "score": 4.875174522399902, "text": "of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 2.2591105334770438e-05 }, { "score": 4.662298202514648, "text": "the \"Term\").", "probability": 1.8259398607664707e-05 }, { "score": 4.467352390289307, "text": "(1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 1.5025280174083502e-05 }, { "score": 4.4621477127075195, "text": "be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 1.4947281590015404e-05 }, { "score": 4.400489807128906, "text": "term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 1.4053500972549676e-05 }, { "score": 4.153254508972168, "text": "1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 1.097517875306542e-05 }, { "score": 4.085893630981445, "text": "1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 1.0260231143890242e-05 }, { "score": 3.964510202407837, "text": "year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 9.08742817904401e-06 }, { "score": 3.6246337890625, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"", "probability": 6.46896111594333e-06 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Renewal Term": [ { "text": "", "score": 11.366168975830078, "probability": 0.8146414058721358 }, { "score": 9.31310749053955, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 0.1045522073305272 }, { "score": 9.049059867858887, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 0.0802895050500406 }, { "score": 3.108534336090088, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term", "probability": 0.0002112133294703073 }, { "score": 2.177866220474243, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term", "probability": 8.327934400105133e-05 }, { "score": 1.3675074577331543, "text": "The", "probability": 3.70341990542221e-05 }, { "score": 1.1632184982299805, "text": "The", "probability": 3.0191270460694987e-05 }, { "score": 1.0848915576934814, "text": "Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 2.7916722567870556e-05 }, { "score": 0.5237553119659424, "text": "\").", "probability": 1.5928176355422945e-05 }, { "score": 0.3732914924621582, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.3703151176041477e-05 }, { "score": 0.3378415107727051, "text": "1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 1.32258842504297e-05 }, { "score": 0.18467092514038086, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. 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Each Party may disclose information which would otherwise be confidential if and to the extent:", "probability": 7.897897729840822e-06 }, { "score": -0.47100377082824707, "text": "one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 5.890439164646694e-06 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.755895614624023, "probability": 0.9957905840638441 }, { "score": 6.258770942687988, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 0.004081286700947885 }, { "score": 1.2680888175964355, "text": "Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 2.775692782727494e-05 }, { "score": 1.108277678489685, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "probability": 2.3657361177275612e-05 }, { "score": 0.9330096244812012, "text": "The", "probability": 1.9854015271410357e-05 }, { "score": 0.7631708979606628, "text": "21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.6752835722912428e-05 }, { "score": -0.26197516918182373, "text": "the Party of written termination notice.", "probability": 6.009980318139649e-06 }, { "score": -0.40962541103363037, "text": "thirty (30) days of receipt by the Party of written termination notice.", "probability": 5.185007207966383e-06 }, { "score": -0.5663967132568359, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice", "probability": 4.4326603292992605e-06 }, { "score": -0.6471226215362549, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 4.0888919698542725e-06 }, { "score": -0.8676151037216187, "text": "20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 3.2797970292332153e-06 }, { "score": -1.2141379117965698, "text": "within thirty (30) days of receipt by the Party of written termination notice.", "probability": 2.3192844956765897e-06 }, { "score": -1.2186384201049805, "text": "The Parties may", "probability": 2.3088699893986894e-06 }, { "score": -1.266395092010498, "text": "The Parties may terminate its performance of related obligations under this Agreement", "probability": 2.201197544909768e-06 }, { "score": -1.2953962087631226, "text": "by the Party of written termination notice.", "probability": 2.1382771487408667e-06 }, { "score": -1.4258607625961304, "text": "Party of written termination notice.", "probability": 1.8767393453535908e-06 }, { "score": -1.4961718320846558, "text": "receipt by the Party of written termination notice.", "probability": 1.7493159237279818e-06 }, { "score": -1.517176628112793, "text": "The Parties", "probability": 1.7129551121371657e-06 }, { "score": -1.6799440383911133, "text": "The Parties may terminate its performance of related obligations under this Agreement within", "probability": 1.4556500993021106e-06 }, { "score": -1.7556856870651245, "text": "termination notice.", "probability": 1.3494686951081909e-06 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Governing Law": [ { "score": 15.56596565246582, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 0.9652782988130477 }, { "text": "", "score": 12.187117576599121, "probability": 0.03290314929516785 }, { "score": 8.6619234085083, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA),", "probability": 0.0009688690731551041 }, { "score": 7.1229987144470215, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada", "probability": 0.00020793068797487978 }, { "score": 6.396028995513916, "text": ".", "probability": 0.00010050777365858584 }, { "score": 6.369924068450928, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA", "probability": 9.791797586935034e-05 }, { "score": 6.321937561035156, "text": "Governing Law This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 9.333019042027758e-05 }, { "score": 6.291017532348633, "text": "This", "probability": 9.0488576043926e-05 }, { "score": 5.779180526733398, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and", "probability": 5.423826228301771e-05 }, { "score": 5.423356056213379, "text": "17. Governing Law This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 3.7999087073032886e-05 }, { "score": 5.26857852935791, "text": "Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 3.255023564768069e-05 }, { "score": 5.236386299133301, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (", "probability": 3.151905797502299e-05 }, { "score": 4.598573684692383, "text": "its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 1.6656154096200465e-05 }, { "score": 4.478984832763672, "text": "will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 1.4778758474123357e-05 }, { "score": 4.408820152282715, "text": "be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 1.3777354019040268e-05 }, { "score": 4.3732428550720215, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada", "probability": 1.3295809812577092e-05 }, { "score": 4.356601238250732, "text": "by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 1.3076376963229303e-05 }, { "score": 4.172487735748291, "text": "and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 1.0877471489741529e-05 }, { "score": 4.128674030303955, "text": "exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 1.041117875467623e-05 }, { "score": 4.120639801025391, "text": "its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 1.0327868074188738e-05 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.02668571472168, "probability": 0.9999978661791542 }, { "score": -2.3604300022125244, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 5.646172038328324e-07 }, { "score": -2.571427583694458, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 4.572134751565599e-07 }, { "score": -3.4022269248962402, "text": "GINARES's obligations under this Agreement are to:", "probability": 1.9920831046963867e-07 }, { "score": -3.602917432785034, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 1.6298538848893508e-07 }, { "score": -3.9635605812072754, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.1363793747639373e-07 }, { "score": -3.9738216400146484, "text": "HPIL ENERGYTECH Inc.,", "probability": 1.124778539385848e-07 }, { "score": -4.174558162689209, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 9.202127733711216e-08 }, { "score": -4.250978469848633, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 8.525097205923398e-08 }, { "score": -4.461976051330566, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 6.903419331022978e-08 }, { "score": -5.009429931640625, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent: (i) required by the law of any relevant jurisdiction; (ii) the information has come into the public domain through no fault of that Party; or (iii) the other Party has given prior written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other Party. 5. Relation Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals.", "probability": 3.993080402603093e-08 }, { "score": -5.206048011779785, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 3.280332809723417e-08 }, { "score": -5.218956470489502, "text": "GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent: (i) required by the law of any relevant jurisdiction; (ii) the information has come into the public domain through no fault of that Party; or (iii) the other Party has given prior written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other Party. 5. Relation Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals.", "probability": 3.2382608950775306e-08 }, { "score": -5.347235202789307, "text": "HPIL ET's Indemnity............................................................................................................... 5 11. Payment Of Expenses................................................................................................................ 5 12. Approval Of Counsel................................................................................................................. 5 13. Notices....................................................................................................................................... 6 14. Additional Undertakings............................................................................................................ 6 15. Compliance With The Foreign Corrupt Practices Act And Export Control And Antiboycott Laws........................................................................................................................................... 7 16. Arbitration.................................................................................................................................. 7 17. Governing Law.......................................................................................................................... 7 18. Binding Effect............................................................................................................................ 7 19. Counterparts............................................................................................................................... 7 20. No Reliance............................................................................................................................... 8 21. Early Termination...................................................................................................................... 8 22. Captions..................................................................................................................................... 8 23. Entire Agreement....................................................................................................................... 8 1\n\n\n\n\n\n COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (\"Agreement\") is signed this 5th day of January, 2015 (the \"Closing Date\"), by and between HPIL ENERGYTECH Inc.,", "probability": 2.8484007391383165e-08 }, { "score": -5.385359764099121, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector. B. HPIL ET is a wholly owned subsidiary of HPIL Holding, a Nevada (USA) corporation and a worldwide diversified investing holding company.", "probability": 2.7418507026261777e-08 }, { "score": -5.479137420654297, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES;", "probability": 2.4964144309200673e-08 }, { "score": -5.493465900421143, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 2.4608996512701775e-08 }, { "score": -5.503152370452881, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET", "probability": 2.4371772989586006e-08 }, { "score": -5.619637489318848, "text": "3.2. GINARES's obligations under this Agreement are to:", "probability": 2.169193427559439e-08 }, { "score": -5.665568828582764, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector. B. HPIL ET is a wholly owned subsidiary of HPIL Holding, a Nevada (USA) corporation and a worldwide diversified investing holding company.", "probability": 2.0718129947493575e-08 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Compete": [ { "text": "", "score": 11.73813247680664, "probability": 0.9991889598424608 }, { "score": 3.8657402992248535, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 0.0003808124555002446 }, { "score": 3.853128433227539, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 0.00037603985877680417 }, { "score": 0.63407301902771, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector", "probability": 1.5038893283744731e-05 }, { "score": -0.0888713002204895, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 7.298693880805689e-06 }, { "score": -0.37749290466308594, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector.", "probability": 5.468879808568303e-06 }, { "score": -0.4367029368877411, "text": "HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 5.154467297311709e-06 }, { "score": -0.44294023513793945, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector", "probability": 5.122417403735435e-06 }, { "score": -0.7815362215042114, "text": "HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 3.6511072962568634e-06 }, { "score": -1.178355097770691, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 2.455208322737015e-06 }, { "score": -1.1832950115203857, "text": "HP", "probability": 2.4431097130326437e-06 }, { "score": -1.3491723537445068, "text": "HP", "probability": 2.0696807290023803e-06 }, { "score": -2.051213502883911, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.", "probability": 1.0256773350641139e-06 }, { "score": -2.12105393409729, "text": "HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 9.564878218560406e-07 }, { "score": -2.2103517055511475, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector. B. HPIL ET is a wholly owned subsidiary of HPIL Holding, a Nevada (USA) corporation and a worldwide diversified investing holding company. HPIL Holding is a US Public and SEC reporting company. C. GINARES is an operating international Swiss holding corporation that provides global and independent renewable energy solutions, in particular related to its NCT technology (Natural Conversion Technology), a catalytic conversion compression to convert general organic waste (MSW - Municipal Solid Waste) and all kinds of biomass into liquid fuel energy (such as kerosene and/or diesel) as well as the further production of electricity, that it has an energy efficiency rate and no toxic chemical byproducts.", "probability": 8.747781272619176e-07 }, { "score": -2.4892470836639404, "text": "HPIL ET does not restrict its potential candidate target companies", "probability": 6.618738025974694e-07 }, { "score": -2.684955358505249, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and", "probability": 5.442271051311208e-07 }, { "score": -2.7218997478485107, "text": "HPIL ET", "probability": 5.244878397271938e-07 }, { "score": -2.8296563625335693, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location", "probability": 4.7090935740721477e-07 }, { "score": -2.927668809890747, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus", "probability": 4.269441383014554e-07 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Exclusivity": [ { "text": "", "score": 12.195521354675293, "probability": 0.9999800675884213 }, { "score": 1.3197753429412842, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 1.8911016079555424e-05 }, { "score": -2.9660933017730713, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA),", "probability": 2.60247017654298e-07 }, { "score": -3.119488477706909, "text": "This", "probability": 2.2323746535496223e-07 }, { "score": -3.3328661918640137, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 1.8034259686512372e-07 }, { "score": -4.5393218994140625, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and", "probability": 5.396861372367451e-08 }, { "score": -4.6679582595825195, "text": "No Reliance............................................................................................................................... 8 21. Early Termination...................................................................................................................... 8 22. Captions..................................................................................................................................... 8 23. Entire Agreement....................................................................................................................... 8 1\n\n\n\n\n\n COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (\"Agreement\") is signed this 5th day of January, 2015 (the \"Closing Date\"), by and between HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 4.745425954149035e-08 }, { "score": -4.686668395996094, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada", "probability": 4.6574638447928654e-08 }, { "score": -5.086145401000977, "text": "No Reliance............................................................................................................................... 8 21. Early Termination...................................................................................................................... 8 22. Captions..................................................................................................................................... 8 23. Entire Agreement....................................................................................................................... 8 1\n\n\n\n\n\n COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (\"Agreement\") is signed this 5th day of January, 2015 (the \"Closing Date\"), by and between HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector.", "probability": 3.123624591760679e-08 }, { "score": -5.368376731872559, "text": "Each Party shall appoint one arbitrator who shall mutually appoint a third arbitrator who shall be the sole arbitrator for the proceeding. The arbitration shall be held, and any award shall be rendered, in Paris (France), in the English language. The award may include reimbursement of the costs of the arbitration (including, without limitation, reasonable attorney fees) to the prevailing Party or a portion of such costs as determined by the arbitrator. An award of the arbitrator shall be final and binding on the Parties and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. 17. Governing Law This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 2.355522861737303e-08 }, { "score": -5.420098781585693, "text": ". Despite any such action for provisional relief, the Parties will continue to participate in good faith in the procedures specified in this Section 16. Each Party shall appoint one arbitrator who shall mutually appoint a third arbitrator who shall be the sole arbitrator for the proceeding. The arbitration shall be held, and any award shall be rendered, in Paris (France), in the English language. The award may include reimbursement of the costs of the arbitration (including, without limitation, reasonable attorney fees) to the prevailing Party or a portion of such costs as determined by the arbitrator. An award of the arbitrator shall be final and binding on the Parties and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. 17. Governing Law This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 2.236787478481868e-08 }, { "score": -5.4447221755981445, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA", "probability": 2.1823827425256814e-08 }, { "score": -5.622576713562012, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 1.826794411418368e-08 }, { "score": -5.714747428894043, "text": "The arbitration shall be held, and any award shall be rendered, in Paris (France), in the English language. The award may include reimbursement of the costs of the arbitration (including, without limitation, reasonable attorney fees) to the prevailing Party or a portion of such costs as determined by the arbitrator. An award of the arbitrator shall be final and binding on the Parties and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. 17. Governing Law This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 1.665944163326608e-08 }, { "score": -5.78554630279541, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (", "probability": 1.552075634078235e-08 }, { "score": -5.835458278656006, "text": ".", "probability": 1.4765099749856749e-08 }, { "score": -5.925095081329346, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 1.3499187093452305e-08 }, { "score": -6.013247489929199, "text": "THIS COOPERATION AGREEMENT (\"Agreement\") is signed this 5th day of January, 2015 (the \"Closing Date\"), by and between HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 1.2360143472031168e-08 }, { "score": -6.201958656311035, "text": "Despite any such action for provisional relief, the Parties will continue to participate in good faith in the procedures specified in this Section 16. Each Party shall appoint one arbitrator who shall mutually appoint a third arbitrator who shall be the sole arbitrator for the proceeding. The arbitration shall be held, and any award shall be rendered, in Paris (France), in the English language. The award may include reimbursement of the costs of the arbitration (including, without limitation, reasonable attorney fees) to the prevailing Party or a portion of such costs as determined by the arbitrator. An award of the arbitrator shall be final and binding on the Parties and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. 17. Governing Law This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "probability": 1.023451563227321e-08 }, { "score": -6.299793720245361, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector", "probability": 9.280642964962508e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.083343505859375, "probability": 0.9999977513857304 }, { "score": -2.1659092903137207, "text": "HPIL ENERGYTECH Inc.,", "probability": 6.480778267543893e-07 }, { "score": -2.368858814239502, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 5.29038531844262e-07 }, { "score": -3.412468910217285, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 1.863173070762949e-07 }, { "score": -4.094249248504639, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector.", "probability": 9.422361441388613e-08 }, { "score": -4.176839351654053, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 8.67543646748614e-08 }, { "score": -4.299783229827881, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET", "probability": 7.671803768608971e-08 }, { "score": -4.312404632568359, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG", "probability": 7.575583339216314e-08 }, { "score": -4.334587097167969, "text": "3.2. GINARES's obligations under this Agreement are to:", "probability": 7.409388351976894e-08 }, { "score": -4.416634559631348, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 6.825737745751631e-08 }, { "score": -4.519942760467529, "text": "HPIL", "probability": 6.15578462399288e-08 }, { "score": -4.55640983581543, "text": "GINARES's obligations under this Agreement are to:", "probability": 5.935344985456992e-08 }, { "score": -4.917201519012451, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\").", "probability": 4.137672660486833e-08 }, { "score": -4.942612648010254, "text": "HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 4.03385438302969e-08 }, { "score": -4.9435834884643555, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES", "probability": 4.029940054410425e-08 }, { "score": -5.029975891113281, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 3.696398984714251e-08 }, { "score": -5.065401077270508, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 3.5677456017066326e-08 }, { "score": -5.115132808685303, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES", "probability": 3.394655152669013e-08 }, { "score": -5.137859344482422, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector.", "probability": 3.3183764591571184e-08 }, { "score": -5.356014728546143, "text": "GINARES GROUP AG", "probability": 2.66797634261985e-08 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.89135456085205, "probability": 0.9942998779667692 }, { "score": 6.216065883636475, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 0.0034101291757775614 }, { "score": 5.486029148101807, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 0.0016433115381392816 }, { "score": 3.7391233444213867, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.", "probability": 0.00028644968804182564 }, { "score": 2.6081290245056152, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.", "probability": 9.244081407484851e-05 }, { "score": 2.55501389503479, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector", "probability": 8.765892769924665e-05 }, { "score": 1.486788034439087, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector", "probability": 3.012115057256283e-05 }, { "score": 1.366383671760559, "text": "HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 2.670426362918111e-05 }, { "score": 1.2629683017730713, "text": "HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 2.408063207737083e-05 }, { "score": 1.0845766067504883, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 2.014620985418448e-05 }, { "score": 1.019155502319336, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector.", "probability": 1.8870409678226568e-05 }, { "score": 0.5085943937301636, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 1.1325241108921495e-05 }, { "score": 0.46559762954711914, "text": "HP", "probability": 1.0848612557558934e-05 }, { "score": 0.3765876293182373, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended", "probability": 9.924705927879881e-06 }, { "score": 0.1404099464416504, "text": "HP", "probability": 7.836948321066227e-06 }, { "score": -0.3094964027404785, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended", "probability": 4.997526872881136e-06 }, { "score": -0.4235548973083496, "text": "HPIL ET does not restrict its potential candidate target companies", "probability": 4.458822287553069e-06 }, { "score": -0.43756628036499023, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location", "probability": 4.396783658938316e-06 }, { "score": -0.6413607597351074, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and", "probability": 3.586148579898382e-06 }, { "score": -0.8765971660614014, "text": "Neither GINARES or HPIL ET or any representative of GINARES or HPIL ET in its capacity as such has violated the Foreign Corrupt Practices Act or the anticorruption laws of any jurisdiction where GINARES or HPIL ET does business. Each of GINARES and HPIL ET has at all times complied with all legal requirements relating to export control and trade sanctions or embargoes. Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.", "probability": 2.8344343722764695e-06 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.167651176452637, "probability": 0.9999999212295805 }, { "score": -6.170802116394043, "text": "23. Entire Agreement This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as set forth specifically herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be implied or be binding (including, without limitation, any alleged waiver based on a Party's knowledge of any inaccuracy in any representation or warranty contained herein) unless in writing and signed by the Party against which such amendment, supplement, modification, waiver or termination is asserted. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly therein provided.", "probability": 1.0857026405120259e-08 }, { "score": -6.678787708282471, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 6.532742719731149e-09 }, { "score": -6.699581146240234, "text": "HPIL ENERGYTECH Inc.,", "probability": 6.3983070726979095e-09 }, { "score": -6.925684452056885, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice. 22. Captions Captions to sections and subsections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect. 23. Entire Agreement This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as set forth specifically herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be implied or be binding (including, without limitation, any alleged waiver based on a Party's knowledge of any inaccuracy in any representation or warranty contained herein) unless in writing and signed by the Party against which such amendment, supplement, modification, waiver or termination is asserted. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly therein provided.", "probability": 5.103518121565751e-09 }, { "score": -6.98923397064209, "text": "22. Captions Captions to sections and subsections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect. 23. Entire Agreement This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as set forth specifically herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be implied or be binding (including, without limitation, any alleged waiver based on a Party's knowledge of any inaccuracy in any representation or warranty contained herein) unless in writing and signed by the Party against which such amendment, supplement, modification, waiver or termination is asserted. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly therein provided.", "probability": 4.789282510105376e-09 }, { "score": -7.074744701385498, "text": "GINARES's obligations under this Agreement are to:", "probability": 4.396768680526873e-09 }, { "score": -7.2247843742370605, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.", "probability": 3.7841837414874264e-09 }, { "score": -7.301496505737305, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 3.5047460912229837e-09 }, { "score": -7.337265968322754, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 3.3815987932091466e-09 }, { "score": -7.339875221252441, "text": "3.2. GINARES's obligations under this Agreement are to:", "probability": 3.3727868479473903e-09 }, { "score": -7.34886360168457, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 3.342606794730851e-09 }, { "score": -7.357269287109375, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 3.3146276501991766e-09 }, { "score": -7.36526346206665, "text": "This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as set forth specifically herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be implied or be binding (including, without limitation, any alleged waiver based on a Party's knowledge of any inaccuracy in any representation or warranty contained herein) unless in writing and signed by the Party against which such amendment, supplement, modification, waiver or termination is asserted. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly therein provided.", "probability": 3.2882355688558464e-09 }, { "score": -7.371375560760498, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 3.2681988441271095e-09 }, { "score": -7.432294845581055, "text": "5. Relation Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals.", "probability": 3.075045617606099e-09 }, { "score": -7.546903610229492, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent: (i) required by the law of any relevant jurisdiction; (ii) the information has come into the public domain through no fault of that Party; or (iii) the other Party has given prior written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other Party. 5. Relation Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals. There is no payment or compensation contemplated under this Agreement. 6. Closing The closing of this Agreement shall take place at the offices of HPIL ET, 7075 Gratiot Road, Suite One, Saginaw, Michigan 48609 (United States of America), or other mutually agreed upon location.", "probability": 2.7420641371000385e-09 }, { "score": -7.584407329559326, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 2.641131046631454e-09 }, { "score": -7.640771865844727, "text": "15. Compliance With The Foreign Corrupt Practices Act And Export Control And Antiboycott Laws Neither GINARES or HPIL ET or any representative of GINARES or HPIL ET in its capacity as such has violated the Foreign Corrupt Practices Act or the anticorruption laws of any jurisdiction where GINARES or HPIL ET does business. Each of GINARES and HPIL ET has at all times complied with all legal requirements relating to export control and trade sanctions or embargoes. Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.", "probability": 2.496382579684484e-09 }, { "score": -7.646885871887207, "text": "21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice. 22. Captions Captions to sections and subsections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect. 23. Entire Agreement This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as set forth specifically herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be implied or be binding (including, without limitation, any alleged waiver based on a Party's knowledge of any inaccuracy in any representation or warranty contained herein) unless in writing and signed by the Party against which such amendment, supplement, modification, waiver or termination is asserted. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly therein provided.", "probability": 2.48116624528838e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.700550079345703, "probability": 0.9997423278320402 }, { "score": 3.079054832458496, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 0.00018014419359098095 }, { "score": 0.9965087175369263, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 2.2448223749854788e-05 }, { "score": 0.6118307709693909, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.", "probability": 1.527982826107586e-05 }, { "score": 0.29651451110839844, "text": "HPIL ET shall indemnify, defend, and hold harmless GINARES from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 1.1147522594180978e-05 }, { "score": 0.05008476972579956, "text": "9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 8.712750635104408e-06 }, { "score": -0.578557014465332, "text": "9.1. HPIL ET shall indemnify, defend, and hold harmless GINARES from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 4.646646417084992e-06 }, { "score": -0.7636319398880005, "text": "9. GINARES's Indemnity 9.1. HPIL ET shall indemnify, defend, and hold harmless GINARES from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 3.8615584030506445e-06 }, { "score": -1.3860349655151367, "text": "GINARES shall indemnify, defend, and hold harmless HPIL ET from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 2.072318041876686e-06 }, { "score": -1.4312235116958618, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9. 10. HPIL ET's Indemnity 10.1. GINARES shall indemnify, defend, and hold harmless HPIL ET from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 1.980757330152029e-06 }, { "score": -1.6968358755111694, "text": "9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9. 10. HPIL ET's Indemnity 10.1. GINARES shall indemnify, defend, and hold harmless HPIL ET from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 1.518718516076207e-06 }, { "score": -2.05173921585083, "text": "(ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 1.0649880275878005e-06 }, { "score": -2.0895144939422607, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 1.0255081843172933e-06 }, { "score": -2.265516519546509, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 8.60007863390487e-07 }, { "score": -2.5796151161193848, "text": "money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 6.281901681222829e-07 }, { "score": -2.7170324325561523, "text": "10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 5.475345800875556e-07 }, { "score": -2.8138513565063477, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended. 16. Arbitration Any and all disputes or controversies between the Parties arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce; provided, a Party may seek a temporary restraining order, preliminary injunction, or other provisional judicial relief if in its judgment such action is necessary to avoid irreparable damage or to preserve the status quo.", "probability": 4.970082848734704e-07 }, { "score": -2.9086480140686035, "text": "agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 4.520577956593385e-07 }, { "score": -3.0298051834106445, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 4.004756112179782e-07 }, { "score": -3.0721282958984375, "text": "4\n\n\n\n\n\n 9. GINARES's Indemnity 9.1. HPIL ET shall indemnify, defend, and hold harmless GINARES from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 3.8387990502107746e-07 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Termination For Convenience": [ { "score": 14.329853057861328, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 0.7951334402229853 }, { "score": 12.65957260131836, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 0.1496395636329456 }, { "text": "", "score": 11.624651908874512, "probability": 0.05316013646585214 }, { "score": 7.029431343078613, "text": "Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 0.0005369169967390146 }, { "score": 6.675488471984863, "text": "Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 0.00037687012912204104 }, { "score": 5.713432312011719, "text": "The", "probability": 0.0001440044904886607 }, { "score": 5.683748245239258, "text": "21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 0.00013979267278006253 }, { "score": 5.658429145812988, "text": "the Party of written termination notice.", "probability": 0.00013629767993990173 }, { "score": 5.519159317016602, "text": "thirty (30) days of receipt by the Party of written termination notice.", "probability": 0.00011857806120492259 }, { "score": 5.4946794509887695, "text": "within thirty (30) days of receipt by the Party of written termination notice.", "probability": 0.00011571052776928154 }, { "score": 5.306426525115967, "text": "Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 9.58551977654659e-05 }, { "score": 4.936841011047363, "text": "by the Party of written termination notice.", "probability": 6.623792486561711e-05 }, { "score": 4.923117637634277, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice", "probability": 6.5335125980393e-05 }, { "score": 4.644789695739746, "text": ".", "probability": 4.946185996212674e-05 }, { "score": 4.480146408081055, "text": "20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 4.195336226761261e-05 }, { "score": 4.425195217132568, "text": "30) days of receipt by the Party of written termination notice.", "probability": 3.9710172461560255e-05 }, { "score": 4.347795486450195, "text": "Party of written termination notice.", "probability": 3.675255170791205e-05 }, { "score": 4.313592910766602, "text": "receipt by the Party of written termination notice.", "probability": 3.551677364008664e-05 }, { "score": 4.276631832122803, "text": "of receipt by the Party of written termination notice.", "probability": 3.422799933577485e-05 }, { "score": 4.259248733520508, "text": "its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 3.3638152186809174e-05 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.202095985412598, "probability": 0.9999895984297335 }, { "score": 0.41814738512039185, "text": "NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions:", "probability": 7.625909210054098e-06 }, { "score": -2.283094644546509, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 5.118669896057051e-07 }, { "score": -2.7052230834960938, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 3.356055011399812e-07 }, { "score": -2.8748536109924316, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 2.832431848062623e-07 }, { "score": -3.10477876663208, "text": "NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\")", "probability": 2.2506307207995597e-07 }, { "score": -3.107980966567993, "text": "HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 2.2434352780214085e-07 }, { "score": -3.3954548835754395, "text": "NOW", "probability": 1.682926732420851e-07 }, { "score": -3.4567227363586426, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector.", "probability": 1.582912536385211e-07 }, { "score": -3.6648504734039307, "text": "HPIL ET is focused on investing in both private and public companies in the energy business sector.", "probability": 1.2854884855627684e-07 }, { "score": -3.8277783393859863, "text": "GINARES's obligations under this Agreement are to:", "probability": 1.0922184734079935e-07 }, { "score": -3.9475960731506348, "text": "NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement", "probability": 9.688874648035357e-08 }, { "score": -3.9977755546569824, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 9.214688640884361e-08 }, { "score": -4.1001715660095215, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 8.317841540158755e-08 }, { "score": -4.16740608215332, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 7.776981452260353e-08 }, { "score": -4.269802093505859, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 7.020063498797399e-08 }, { "score": -4.281609058380127, "text": "HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector.", "probability": 6.937665249490721e-08 }, { "score": -4.610495567321777, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector", "probability": 4.9932090017434237e-08 }, { "score": -4.669253826141357, "text": "C. GINARES is an operating international Swiss holding corporation that provides global and independent renewable energy solutions, in particular related to its NCT technology (Natural Conversion Technology), a catalytic conversion compression to convert general organic waste (MSW - Municipal Solid Waste) and all kinds of biomass into liquid fuel energy (such as kerosene and/or diesel) as well as the further production of electricity, that it has an energy efficiency rate and no toxic chemical byproducts. D. GINARES operates, and has always operated, according to all regulations in force and is fully respectful of the environment. GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates. NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions:", "probability": 4.708269970938466e-08 }, { "score": -4.723241329193115, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 4.4608218828572494e-08 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Change Of Control": [ { "text": "", "score": 12.210805892944336, "probability": 0.9999976186168449 }, { "score": -1.244759440422058, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.4332474923959257e-06 }, { "score": -2.758798360824585, "text": "Any Party hereto may change its address or facsimile number for the purposes of this Section 13 by giving notice as provided herein.", "probability": 3.1534245334911905e-07 }, { "score": -3.77217960357666, "text": "Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.1446601412200807e-07 }, { "score": -3.8853673934936523, "text": "20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.0221619909993376e-07 }, { "score": -3.9623093605041504, "text": "The", "probability": 9.464643407699188e-08 }, { "score": -4.070003032684326, "text": "21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 8.498327988722161e-08 }, { "score": -4.684438705444336, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 4.597137210332227e-08 }, { "score": -4.890066623687744, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 3.742694647331887e-08 }, { "score": -5.1218461990356445, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 2.9684094498349677e-08 }, { "score": -5.295699596405029, "text": "The Parties shall hereafter each take those actions and execute and deliver those documents and instruments as shall be reasonably necessary in order to fulfill the intent and purpose of this Agreement, and shall cooperate in any filing, registration, investigation or other activity that shall be required or shall occur as a result of or in connection with this transaction.", "probability": 2.4947109560578104e-08 }, { "score": -5.709571361541748, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice", "probability": 1.6492177887459295e-08 }, { "score": -5.782840251922607, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice. 22. Captions Captions to sections and subsections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect. 23. Entire Agreement This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as set forth specifically herein.", "probability": 1.532702041062247e-08 }, { "score": -5.834066867828369, "text": "Any", "probability": 1.456164030578934e-08 }, { "score": -6.10380744934082, "text": "The Parties may", "probability": 1.1118941698278468e-08 }, { "score": -6.234254360198975, "text": "The Parties may terminate its performance of related obligations under this Agreement", "probability": 9.759129466268498e-09 }, { "score": -6.367692947387695, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 8.540030807489926e-09 }, { "score": -6.425581932067871, "text": "NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions:", "probability": 8.059694322475789e-09 }, { "score": -6.489729881286621, "text": "Early Termination The", "probability": 7.55891515084804e-09 }, { "score": -6.561672210693359, "text": "The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 7.034209742031168e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Anti-Assignment": [ { "score": 14.767651557922363, "text": "The rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 0.6145679769802486 }, { "score": 14.122679710388184, "text": "The rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 0.3224498747310609 }, { "text": "", "score": 12.140876770019531, "probability": 0.04444021294922118 }, { "score": 10.924144744873047, "text": "The rights and obligations provided by this Agreement shall not be assignable by any Party", "probability": 0.013163037751628349 }, { "score": 9.777107238769531, "text": "The rights and obligations provided by this Agreement shall not be assignable by any Party", "probability": 0.004180267439980719 }, { "score": 8.063568115234375, "text": "The rights and obligations provided by this Agreement shall not be assignable", "probability": 0.0007533962974516557 }, { "score": 6.095524787902832, "text": "The", "probability": 0.00010527206070134829 }, { "score": 5.385345458984375, "text": "The", "probability": 5.1747117211899594e-05 }, { "score": 5.227635383605957, "text": "not be assignable by any Party.", "probability": 4.419707671227721e-05 }, { "score": 5.202093124389648, "text": "The rights and obligations provided by this Agreement shall not be assignable", "probability": 4.3082478793733195e-05 }, { "score": 5.177037715911865, "text": ".", "probability": 4.201644047077156e-05 }, { "score": 4.724161148071289, "text": "shall not be assignable by any Party.", "probability": 2.6713910269844005e-05 }, { "score": 4.614211082458496, "text": ".", "probability": 2.393242772825116e-05 }, { "score": 4.486108779907227, "text": "The rights and obligations provided by this Agreement shall not be assignable by", "probability": 2.105487333039647e-05 }, { "score": 4.422510147094727, "text": "be assignable by any Party.", "probability": 1.9757504871349494e-05 }, { "score": 4.248319625854492, "text": "any Party.", "probability": 1.659900728413453e-05 }, { "score": 4.216525554656982, "text": "rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 1.6079558714018504e-05 }, { "score": 3.978257179260254, "text": "by any Party.", "probability": 1.2670550529623253e-05 }, { "score": 3.8843302726745605, "text": "not be assignable by any Party.", "probability": 1.1534626809660967e-05 }, { "score": 3.7975845336914062, "text": "rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 1.0576216980936084e-05 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.05888557434082, "probability": 0.9999994619945728 }, { "score": -3.127443790435791, "text": "HPIL ENERGYTECH Inc.,", "probability": 2.538988436033013e-07 }, { "score": -4.634492874145508, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG", "probability": 5.6254545710727e-08 }, { "score": -5.187981605529785, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET", "probability": 3.234301632821059e-08 }, { "score": -5.2249531745910645, "text": "HPIL", "probability": 3.116907913428301e-08 }, { "score": -5.522195339202881, "text": "GINARES GROUP AG", "probability": 2.3154389768769927e-08 }, { "score": -5.799309730529785, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.755028157723803e-08 }, { "score": -5.806694984436035, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES", "probability": 1.742114572912047e-08 }, { "score": -6.054177284240723, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\").", "probability": 1.3601804127249088e-08 }, { "score": -6.115597248077393, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 1.2791520321670316e-08 }, { "score": -6.179830551147461, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.199571105061932e-08 }, { "score": -6.222945690155029, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES", "probability": 1.1489505280944637e-08 }, { "score": -6.496118068695068, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 8.74307235479867e-09 }, { "score": -6.513645172119141, "text": "Work with HPIL ET as appropriate.", "probability": 8.591166742833358e-09 }, { "score": -6.650276184082031, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\")", "probability": 7.494006296060456e-09 }, { "score": -6.694397449493408, "text": "GINARES", "probability": 7.170549389996734e-09 }, { "score": -6.805572509765625, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 6.4160792013263185e-09 }, { "score": -6.836202144622803, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 6.222536244410861e-09 }, { "score": -6.880787372589111, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector.", "probability": 5.951196858457051e-09 }, { "score": -6.915705680847168, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 5.746977381158497e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.023897171020508, "probability": 0.9999997973518593 }, { "score": -5.1919074058532715, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 3.336345226921294e-08 }, { "score": -5.491269111633301, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 2.4732034623541117e-08 }, { "score": -5.520450592041016, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.", "probability": 2.4020745942711445e-08 }, { "score": -5.7877278327941895, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.838694000905082e-08 }, { "score": -6.16957950592041, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.2550857091099019e-08 }, { "score": -6.478559970855713, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 9.214777933157507e-09 }, { "score": -6.481201171875, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 9.190471964891778e-09 }, { "score": -6.6555094718933105, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector.", "probability": 7.720344530812295e-09 }, { "score": -6.671428680419922, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 7.598415835424787e-09 }, { "score": -6.712291240692139, "text": "HPIL ENERGYTECH Inc.,", "probability": 7.2941833019755426e-09 }, { "score": -6.787458896636963, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector. B. HPIL ET is a wholly owned subsidiary of HPIL Holding, a Nevada (USA) corporation and a worldwide diversified investing holding company. HPIL Holding is a US Public and SEC reporting company. C. GINARES is an operating international Swiss holding corporation that provides global and independent renewable energy solutions, in particular related to its NCT technology (Natural Conversion Technology), a catalytic conversion compression to convert general organic waste (MSW - Municipal Solid Waste) and all kinds of biomass into liquid fuel energy (such as kerosene and/or diesel) as well as the further production of electricity, that it has an energy efficiency rate and no toxic chemical byproducts. D. GINARES operates, and has always operated, according to all regulations in force and is fully respectful of the environment. GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates.", "probability": 6.765996591846646e-09 }, { "score": -6.860411643981934, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 6.289973258646804e-09 }, { "score": -6.908789157867432, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 5.992923193810211e-09 }, { "score": -6.997974395751953, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent:", "probability": 5.481583765597571e-09 }, { "score": -7.04858922958374, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 5.211038862568356e-09 }, { "score": -7.081723213195801, "text": "HPIL ET is a wholly owned subsidiary of HPIL Holding, a Nevada (USA) corporation and a worldwide diversified investing holding company. HPIL Holding is a US Public and SEC reporting company. C. GINARES is an operating international Swiss holding corporation that provides global and independent renewable energy solutions, in particular related to its NCT technology (Natural Conversion Technology), a catalytic conversion compression to convert general organic waste (MSW - Municipal Solid Waste) and all kinds of biomass into liquid fuel energy (such as kerosene and/or diesel) as well as the further production of electricity, that it has an energy efficiency rate and no toxic chemical byproducts. D. GINARES operates, and has always operated, according to all regulations in force and is fully respectful of the environment. GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates.", "probability": 5.041205550872115e-09 }, { "score": -7.090155601501465, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 4.998874873320883e-09 }, { "score": -7.133373260498047, "text": "B. HPIL ET is a wholly owned subsidiary of HPIL Holding, a Nevada (USA) corporation and a worldwide diversified investing holding company. HPIL Holding is a US Public and SEC reporting company. C. GINARES is an operating international Swiss holding corporation that provides global and independent renewable energy solutions, in particular related to its NCT technology (Natural Conversion Technology), a catalytic conversion compression to convert general organic waste (MSW - Municipal Solid Waste) and all kinds of biomass into liquid fuel energy (such as kerosene and/or diesel) as well as the further production of electricity, that it has an energy efficiency rate and no toxic chemical byproducts. D. GINARES operates, and has always operated, according to all regulations in force and is fully respectful of the environment. GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates.", "probability": 4.787437036520696e-09 }, { "score": -7.311354637145996, "text": "HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 4.006883776557867e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.13560676574707, "probability": 0.9999998789352706 }, { "score": -5.6083831787109375, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.9673563327295557e-08 }, { "score": -5.809268951416016, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.6093090183529427e-08 }, { "score": -6.243313789367676, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 1.0426442847718278e-08 }, { "score": -6.352265357971191, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 9.350161278258268e-09 }, { "score": -6.559847831726074, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 7.59743825232729e-09 }, { "score": -6.760733604431152, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 6.214749047970594e-09 }, { "score": -6.780104160308838, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent:", "probability": 6.0955243564640345e-09 }, { "score": -6.809600353240967, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 5.918355344642493e-09 }, { "score": -6.856278419494629, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 5.648446381614783e-09 }, { "score": -6.980989933013916, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent:", "probability": 4.986174672707891e-09 }, { "score": -7.010486125946045, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 4.841249381974461e-09 }, { "score": -7.057164192199707, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 4.6204622672517635e-09 }, { "score": -7.303730010986328, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 3.6107985004582286e-09 }, { "score": -7.52398681640625, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent:", "probability": 2.896989614103102e-09 }, { "score": -7.553483009338379, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 2.8127873769906165e-09 }, { "score": -7.600160598754883, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 2.6845103635301982e-09 }, { "score": -7.654943466186523, "text": "HPIL ENERGYTECH Inc.,", "probability": 2.541400949619152e-09 }, { "score": -7.655915260314941, "text": "13", "probability": 2.538932430738702e-09 }, { "score": -7.665922164916992, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement.", "probability": 2.5136522751246518e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.05479621887207, "probability": 0.9999997221405904 }, { "score": -4.572988033294678, "text": "HPIL ENERGYTECH Inc.,", "probability": 6.006824346223518e-08 }, { "score": -5.041198253631592, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 3.7610041901364056e-08 }, { "score": -5.559912204742432, "text": "(ii) Work with HPIL ET as appropriate.", "probability": 2.238871719860514e-08 }, { "score": -5.608212471008301, "text": "Work with HPIL ET as appropriate.", "probability": 2.1333036258389096e-08 }, { "score": -5.877420902252197, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 1.629809839237695e-08 }, { "score": -6.162924289703369, "text": "HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 1.2250234142867288e-08 }, { "score": -6.245794296264648, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 1.1275982755608099e-08 }, { "score": -6.284782886505127, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector.", "probability": 1.084480814747541e-08 }, { "score": -6.295078754425049, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET", "probability": 1.0733724268927409e-08 }, { "score": -6.317554473876953, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 1.0495167008949586e-08 }, { "score": -6.339276313781738, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.0269650851535023e-08 }, { "score": -6.411035537719727, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 9.55852859437419e-09 }, { "score": -6.477502346038818, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG", "probability": 8.943857592648957e-09 }, { "score": -6.480304718017578, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 8.918828663314361e-09 }, { "score": -6.895345687866211, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 5.889220537675979e-09 }, { "score": -6.957801342010498, "text": "HPIL", "probability": 5.532656047808966e-09 }, { "score": -6.988826751708984, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 5.363638602410922e-09 }, { "score": -7.0257792472839355, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\").", "probability": 5.169056066984528e-09 }, { "score": -7.075990676879883, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 4.9159187472105755e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.166385650634766, "probability": 0.974235234499944 }, { "score": 8.516698837280273, "text": "The rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 0.02532940502998425 }, { "score": 4.3297600746154785, "text": "The rights and obligations provided by this Agreement shall not be assignable by any Party", "probability": 0.00038482261632813165 }, { "score": 1.339705467224121, "text": "The", "probability": 1.9350686249058874e-05 }, { "score": 0.08553910255432129, "text": ".", "probability": 5.521013890537976e-06 }, { "score": -0.09737396240234375, "text": "17. Governing Law This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada. 18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 4.5981242761802575e-06 }, { "score": -0.7370309829711914, "text": "The rights and obligations provided by this Agreement shall not be assignable", "probability": 2.4253878111312554e-06 }, { "score": -0.8282032012939453, "text": "The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 2.2140406961516715e-06 }, { "score": -0.9166922569274902, "text": "The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.", "probability": 2.0265405155643887e-06 }, { "score": -0.9611718654632568, "text": "18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 1.9383760816620273e-06 }, { "score": -1.0964683294296265, "text": "HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector.", "probability": 1.693088011385496e-06 }, { "score": -1.1552627086639404, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada. 18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 1.596413751183917e-06 }, { "score": -1.1577434539794922, "text": "The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement.", "probability": 1.5924583634322895e-06 }, { "score": -1.2495259046554565, "text": "GINARES's obligations under this Agreement are to:", "probability": 1.4528054961999075e-06 }, { "score": -1.4221827983856201, "text": "not be assignable by any Party.", "probability": 1.2224287009133671e-06 }, { "score": -1.5027596950531006, "text": "rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 1.127793108313142e-06 }, { "score": -1.5379966497421265, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 1.0887451199762077e-06 }, { "score": -1.7050492763519287, "text": "All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 9.21247213975719e-07 }, { "score": -1.740687608718872, "text": "shall not be assignable by any Party.", "probability": 8.889936449526983e-07 }, { "score": -1.7511844635009766, "text": "The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The", "probability": 8.797108132622999e-07 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.130945205688477, "probability": 0.9999990002505575 }, { "score": -2.45530366897583, "text": "HPIL ENERGYTECH Inc.,", "probability": 4.626708816409757e-07 }, { "score": -3.414987087249756, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector.", "probability": 1.7720948153231934e-07 }, { "score": -4.252865314483643, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 7.666569275849615e-08 }, { "score": -4.438608646392822, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector.", "probability": 6.366984025766105e-08 }, { "score": -4.910841464996338, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG", "probability": 3.970504137916225e-08 }, { "score": -5.094911575317383, "text": "HPIL", "probability": 3.302972970961063e-08 }, { "score": -5.77381706237793, "text": "THIS COOPERATION AGREEMENT (\"Agreement\") is signed this 5th day of January, 2015 (the \"Closing Date\"), by and between HPIL ENERGYTECH Inc.,", "probability": 1.675174729801753e-08 }, { "score": -5.7956037521362305, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET", "probability": 1.6390729151855253e-08 }, { "score": -5.9344635009765625, "text": "GINARES GROUP AG", "probability": 1.4265672551631902e-08 }, { "score": -6.048037052154541, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 1.2734089109770022e-08 }, { "score": -6.061232566833496, "text": "(\"Agreement\") is signed this 5th day of January, 2015 (the \"Closing Date\"), by and between HPIL ENERGYTECH Inc.,", "probability": 1.2567160029718299e-08 }, { "score": -6.114928722381592, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES", "probability": 1.1910149182726287e-08 }, { "score": -6.1854963302612305, "text": "HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector.", "probability": 1.1098648023847855e-08 }, { "score": -6.301462650299072, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 9.883403944401306e-09 }, { "score": -6.318897247314453, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES", "probability": 9.712584193168963e-09 }, { "score": -6.34521484375, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\").", "probability": 9.460306553374041e-09 }, { "score": -6.53602409362793, "text": "GINARES's obligations under this Agreement are to:", "probability": 7.816958481223754e-09 }, { "score": -6.603858470916748, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 7.304284987908499e-09 }, { "score": -6.660357475280762, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 6.9030418081867785e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__License Grant": [ { "text": "", "score": 11.726730346679688, "probability": 0.9999995581064528 }, { "score": -4.062084197998047, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 1.3899679153399355e-07 }, { "score": -4.547354221343994, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 8.555682944598739e-08 }, { "score": -5.502366065979004, "text": "GINARES operates, and has always operated, according to all regulations in force and is fully respectful of the environment. GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates. NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 3.292291705801834e-08 }, { "score": -5.605838298797607, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 2.9686629212508027e-08 }, { "score": -5.817845344543457, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 2.401526581660983e-08 }, { "score": -5.918772220611572, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 2.170977951156571e-08 }, { "score": -6.0338287353515625, "text": "D. GINARES operates, and has always operated, according to all regulations in force and is fully respectful of the environment. GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates. NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.935026884197737e-08 }, { "score": -6.334654808044434, "text": "HPIL ENERGYTECH Inc.,", "probability": 1.4323194844698611e-08 }, { "score": -6.661828517913818, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 1.0326428992273584e-08 }, { "score": -6.8413496017456055, "text": "GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates. NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 8.629490340472342e-09 }, { "score": -6.982634544372559, "text": "NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 7.492484893575582e-09 }, { "score": -7.104053497314453, "text": "GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 6.635815380623302e-09 }, { "score": -7.122160911560059, "text": "The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 6.516739256545194e-09 }, { "score": -7.13138484954834, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 6.456905632799483e-09 }, { "score": -7.147098064422607, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 6.356239849939642e-09 }, { "score": -7.204980373382568, "text": "GINARES's obligations under this Agreement are to:", "probability": 5.998771360388183e-09 }, { "score": -7.224366188049316, "text": "2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 5.883600240408088e-09 }, { "score": -7.232311725616455, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 5.837037103212542e-09 }, { "score": -7.34819221496582, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 5.198358139920291e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.029218673706055, "probability": 0.9999998949313363 }, { "score": -6.26499080657959, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 1.1348167209988938e-08 }, { "score": -6.370298385620117, "text": "20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.0213891163526832e-08 }, { "score": -6.458533763885498, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 9.351280579401605e-09 }, { "score": -6.527091026306152, "text": "GINARES's obligations under this Agreement are to:", "probability": 8.731664638069011e-09 }, { "score": -6.843206882476807, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 6.365165133700356e-09 }, { "score": -6.890257835388184, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 6.072614412378167e-09 }, { "score": -6.998814105987549, "text": "3.2. GINARES's obligations under this Agreement are to:", "probability": 5.447914921083906e-09 }, { "score": -7.058219909667969, "text": "17. Governing Law This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada. 18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 5.133702575740752e-09 }, { "score": -7.083670139312744, "text": "19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 5.0046972371470015e-09 }, { "score": -7.105307579040527, "text": "GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 4.8975715446453805e-09 }, { "score": -7.135897159576416, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 4.7500250826726516e-09 }, { "score": -7.323061943054199, "text": "HPIL ENERGYTECH Inc.,", "probability": 3.939229379094463e-09 }, { "score": -7.353779315948486, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 3.820066161462963e-09 }, { "score": -7.362105369567871, "text": "18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 3.78839212859949e-09 }, { "score": -7.407454967498779, "text": "The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 3.6204274199346624e-09 }, { "score": -7.468473434448242, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 3.4061193533820706e-09 }, { "score": -7.506827354431152, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada. 18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 3.277954840678216e-09 }, { "score": -7.577030181884766, "text": "3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 3.0557249876020294e-09 }, { "score": -7.648816108703613, "text": "This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 2.8440552808642746e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.13614273071289, "probability": 0.9999837146010595 }, { "score": 0.40503549575805664, "text": "HPIL ENERGYTECH Inc.,", "probability": 8.039661959574234e-06 }, { "score": -1.1161549091339111, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG", "probability": 1.7562777111846652e-06 }, { "score": -1.5110666751861572, "text": "HPIL", "probability": 1.183273637701231e-06 }, { "score": -1.6029186248779297, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES", "probability": 1.0794297763499737e-06 }, { "score": -2.013878345489502, "text": "GINARES GROUP AG", "probability": 7.156766617384157e-07 }, { "score": -2.0372376441955566, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES", "probability": 6.991527022336442e-07 }, { "score": -2.091826915740967, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET", "probability": 6.62009499122037e-07 }, { "score": -2.5006420612335205, "text": "GINARES", "probability": 4.398636354600792e-07 }, { "score": -2.5535826683044434, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\").", "probability": 4.1718265705230596e-07 }, { "score": -2.892233371734619, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\")", "probability": 2.973391626269629e-07 }, { "score": -2.9349610805511475, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES", "probability": 2.849021363725293e-07 }, { "score": -3.4314751625061035, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG,", "probability": 1.7340530505464117e-07 }, { "score": -3.451306104660034, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\").", "probability": 1.700003874290263e-07 }, { "score": -4.237447261810303, "text": "HP", "probability": 7.745209056084399e-08 }, { "score": -4.329198837280273, "text": "GINARES GROUP AG,", "probability": 7.066200263811152e-08 }, { "score": -4.332181930541992, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 7.045152538690083e-08 }, { "score": -4.6045098304748535, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector.", "probability": 5.365619806771659e-08 }, { "score": -4.724056720733643, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 4.7610346447894636e-08 }, { "score": -4.728662967681885, "text": "HPIL ET\") and GINARES GROUP AG", "probability": 4.739154574676226e-08 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.175933837890625, "probability": 0.9999482782464159 }, { "score": 1.3894935846328735, "text": "HPIL ENERGYTECH Inc.,", "probability": 2.0676929909155747e-05 }, { "score": 0.726203203201294, "text": "HPIL", "probability": 1.0651792631354381e-05 }, { "score": -0.2632291316986084, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET", "probability": 3.960205291790226e-06 }, { "score": -0.36652278900146484, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG", "probability": 3.5715590458407304e-06 }, { "score": -0.580669641494751, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES", "probability": 2.8830690107109664e-06 }, { "score": -0.5844295024871826, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES", "probability": 2.872249424814558e-06 }, { "score": -0.9350316524505615, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\").", "probability": 2.022821551649429e-06 }, { "score": -1.7292985916137695, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\")", "probability": 9.14138127623723e-07 }, { "score": -1.777962327003479, "text": "GINARES GROUP AG", "probability": 8.707178174265755e-07 }, { "score": -1.9921091794967651, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES", "probability": 7.028693980069774e-07 }, { "score": -1.9958690404891968, "text": "GINARES", "probability": 7.002316686299002e-07 }, { "score": -2.3464713096618652, "text": "GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\").", "probability": 4.931478197406951e-07 }, { "score": -2.537585735321045, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector.", "probability": 4.0735886968938825e-07 }, { "score": -2.9114937782287598, "text": "HP", "probability": 2.80279269656715e-07 }, { "score": -3.271958351135254, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\"). R E C I T A L S: The following is a recital of facts underlying this Agreement: A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector.", "probability": 1.9545338768414607e-07 }, { "score": -3.461075782775879, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG,", "probability": 1.6177467843131553e-07 }, { "score": -3.6884069442749023, "text": "HPIL ET", "probability": 1.288789164873206e-07 }, { "score": -3.791700601577759, "text": "HPIL ET\") and GINARES GROUP AG", "probability": 1.1623100977938495e-07 }, { "score": -3.8283729553222656, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation", "probability": 1.1204575567069009e-07 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.766830444335938, "probability": 0.9999996424212234 }, { "score": -4.869924068450928, "text": "3.2. GINARES's obligations under this Agreement are to:", "probability": 5.9531820420432713e-08 }, { "score": -5.200045585632324, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 4.2793638116403526e-08 }, { "score": -5.210155010223389, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 4.236319847336601e-08 }, { "score": -5.667636394500732, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 2.6810635090390182e-08 }, { "score": -5.677745819091797, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 2.654096042130676e-08 }, { "score": -5.876984596252441, "text": "GINARES's obligations under this Agreement are to:", "probability": 2.1746448107121102e-08 }, { "score": -6.228414058685303, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 1.5302572879909668e-08 }, { "score": -6.238523483276367, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 1.51486520099414e-08 }, { "score": -6.322976112365723, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 1.3921841288983044e-08 }, { "score": -6.333085536956787, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 1.3781808502367554e-08 }, { "score": -6.417533874511719, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 1.2665745699996482e-08 }, { "score": -6.504140853881836, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 1.1614963005440952e-08 }, { "score": -6.5315423011779785, "text": "GINARES's obligations under this Agreement are to:", "probability": 1.1301017137704211e-08 }, { "score": -6.782678127288818, "text": "5. Relation Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals.", "probability": 8.791249992111821e-09 }, { "score": -6.947690963745117, "text": "3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 7.45394983645911e-09 }, { "score": -6.952665328979492, "text": "HPIL ENERGYTECH Inc.,", "probability": 7.4169632362303026e-09 }, { "score": -6.971731185913086, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 7.2768920083282446e-09 }, { "score": -6.975683212280273, "text": "3.2. GINARES's obligations under this Agreement are to:", "probability": 7.248190291567366e-09 }, { "score": -7.186882019042969, "text": "GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 5.868229770192506e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.053571701049805, "probability": 0.9999999133249491 }, { "score": -6.290343284606934, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.0797890215332512e-08 }, { "score": -6.441346168518066, "text": "20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 9.28451427627572e-09 }, { "score": -6.552355766296387, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 8.308991842579447e-09 }, { "score": -6.733488082885742, "text": "GINARES's obligations under this Agreement are to:", "probability": 6.932399256449716e-09 }, { "score": -7.046990394592285, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 5.066770612654984e-09 }, { "score": -7.093199253082275, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 4.837967991662955e-09 }, { "score": -7.183148384094238, "text": "17. Governing Law This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada. 18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 4.421794747427958e-09 }, { "score": -7.204309940338135, "text": "3.2. GINARES's obligations under this Agreement are to:", "probability": 4.329205807385696e-09 }, { "score": -7.228122711181641, "text": "GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 4.227333170285854e-09 }, { "score": -7.276825904846191, "text": "19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 4.0263817519751775e-09 }, { "score": -7.301647186279297, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 3.927671917485894e-09 }, { "score": -7.486095428466797, "text": "18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 3.266106558928666e-09 }, { "score": -7.587833881378174, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 2.9501622470619156e-09 }, { "score": -7.593319892883301, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 2.934021936477636e-09 }, { "score": -7.672122001647949, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada. 18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 2.7116899750894192e-09 }, { "score": -7.698944568634033, "text": "3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 2.6399222885971197e-09 }, { "score": -7.743950366973877, "text": "This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 2.5237444265636315e-09 }, { "score": -8.0879545211792, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 1.7891479984911065e-09 }, { "score": -8.139457702636719, "text": ".", "probability": 1.6993338929222251e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.185813903808594, "probability": 0.9999995536175524 }, { "score": -4.342092990875244, "text": "7.2. Consents To GINARES's knowledge, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of GINARES is required in connection with the consummation of the transactions contemplated by this Agreement. 7.3. Compliance With Other Instruments The execution, delivery and performance of this Agreement contemplated hereby will not result in a violation of, or default under, any instrument, judgment, order, writ, decree or contract known to GINARES, or an event that results in the creation of any lien, charge or encumbrance upon the Agreement. 7.4. Litigation There is no action, suit, proceeding or investigation pending or, to GINARES's knowledge, currently threatened that questions the validity of this Agreement, or the right of GINARES to enter into this Agreement.", "probability": 6.637752338106667e-08 }, { "score": -4.62115478515625, "text": "GINARES's obligations under this Agreement are to:", "probability": 5.021414207168692e-08 }, { "score": -4.727933883666992, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 4.512866368660871e-08 }, { "score": -4.8642730712890625, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 3.9376863202947634e-08 }, { "score": -5.0437235832214355, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 3.290839865740179e-08 }, { "score": -5.081999778747559, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 3.1672592215050016e-08 }, { "score": -5.330811023712158, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 2.469597964663338e-08 }, { "score": -5.70128870010376, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 1.7050214540169605e-08 }, { "score": -5.739794731140137, "text": "GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 1.6406158056732605e-08 }, { "score": -5.831818580627441, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 1.496378436495552e-08 }, { "score": -5.846573829650879, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 1.4744610955906321e-08 }, { "score": -5.941679000854492, "text": "3.2. GINARES's obligations under this Agreement are to:", "probability": 1.3406940034395217e-08 }, { "score": -5.998137950897217, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 1.2670969818237033e-08 }, { "score": -6.010589599609375, "text": "HPIL ENERGYTECH Inc.,", "probability": 1.2514173564999152e-08 }, { "score": -6.045986652374268, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 1.2078956838885319e-08 }, { "score": -6.154447555541992, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 1.0837408847326308e-08 }, { "score": -6.17758846282959, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 1.0589500844832052e-08 }, { "score": -6.195898056030273, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement.", "probability": 1.0397375626785345e-08 }, { "score": -6.200639724731445, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 1.034819141597041e-08 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.341392517089844, "probability": 0.9999261897052607 }, { "score": 2.7066733837127686, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 6.54127773410856e-05 }, { "score": -0.014952659606933594, "text": "Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 4.302049634194483e-06 }, { "score": -1.4305838346481323, "text": "21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.0444186274209098e-06 }, { "score": -1.7781102657318115, "text": "The", "probability": 7.378121412948849e-07 }, { "score": -1.8479135036468506, "text": "Early Termination", "probability": 6.88066852945013e-07 }, { "score": -3.1251885890960693, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice", "probability": 1.9183025985182763e-07 }, { "score": -3.2411694526672363, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent: (i) required by the law of any relevant jurisdiction; (ii) the information has come into the public domain through no fault of that Party; or (iii) the other Party has given prior written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other Party. 5. Relation Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals.", "probability": 1.7082336239460807e-07 }, { "score": -3.2962639331817627, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.61666500374249e-07 }, { "score": -3.3014230728149414, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 1.608345881457162e-07 }, { "score": -3.477226734161377, "text": "19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.3490526247915097e-07 }, { "score": -3.5286526679992676, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 1.281430014106473e-07 }, { "score": -3.5626301765441895, "text": "Early Termination", "probability": 1.23862159491123e-07 }, { "score": -3.6760382652282715, "text": "This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.105824328641302e-07 }, { "score": -3.7439191341400146, "text": "Early Termination...................................................................................................................... 8 22. Captions..................................................................................................................................... 8 23. Entire Agreement....................................................................................................................... 8 1\n\n\n\n\n\n COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (\"Agreement\") is signed this 5th day of January, 2015 (the \"Closing Date\"), by and between HPIL ENERGYTECH Inc.,", "probability": 1.0332510459594047e-07 }, { "score": -3.8815293312072754, "text": "18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 9.004145502141159e-08 }, { "score": -3.8967857360839844, "text": "20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 8.867817196981988e-08 }, { "score": -4.327765941619873, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent: (i) required by the law of any relevant jurisdiction; (ii) the information has come into the public domain through no fault of that Party; or (iii) the other Party has given prior written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other Party. 5. Relation Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals.", "probability": 5.762944097841413e-08 }, { "score": -4.388019561767578, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 5.425960053063363e-08 }, { "score": -4.498406410217285, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 4.858880218392941e-08 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Audit Rights": [ { "text": "", "score": 12.208328247070312, "probability": 0.9999996642535046 }, { "score": -3.6393768787384033, "text": "The closing of this Agreement shall take place at the offices of HPIL ET, 7075 Gratiot Road, Suite One, Saginaw, Michigan 48609 (United States of America), or other mutually agreed upon location.", "probability": 1.310475684712853e-07 }, { "score": -5.168482303619385, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 2.8401868933233475e-08 }, { "score": -5.350776195526123, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 2.366887889883581e-08 }, { "score": -5.663293838500977, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 1.731621620977145e-08 }, { "score": -5.775007247924805, "text": "The closing of this Agreement shall take place at the offices of HPIL ET, 7075 Gratiot Road, Suite One, Saginaw, Michigan 48609 (United States of America), or other mutually agreed upon location. 7. Representations, Warranties, And Covenants Of GINARES GINARES hereby represents, warrants, and covenants to HPIL ET that:", "probability": 1.5485901141411445e-08 }, { "score": -5.894164562225342, "text": "The closing of this Agreement shall take place at the offices of HPIL ET,", "probability": 1.3746341169022821e-08 }, { "score": -5.945384502410889, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 1.305998207999937e-08 }, { "score": -6.115446090698242, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 1.101756881218489e-08 }, { "score": -6.127678394317627, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 1.088361948994034e-08 }, { "score": -6.222679138183594, "text": "The", "probability": 9.897261630963853e-09 }, { "score": -6.2977399826049805, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 9.181561346833034e-09 }, { "score": -6.4401960372924805, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to:", "probability": 7.962485635175531e-09 }, { "score": -6.451595306396484, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent:", "probability": 7.872234494495586e-09 }, { "score": -6.610257625579834, "text": "HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.", "probability": 6.717255266064221e-09 }, { "score": -6.619429111480713, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 6.655929707219969e-09 }, { "score": -6.633889198303223, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent:", "probability": 6.56037690165628e-09 }, { "score": -6.7036285400390625, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 6.118449495948989e-09 }, { "score": -6.885922431945801, "text": "3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.", "probability": 5.0988489704213495e-09 }, { "score": -6.894728183746338, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement.", "probability": 5.0541468785368e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Uncapped Liability": [ { "score": 13.667559623718262, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 0.6742701213348979 }, { "text": "", "score": 12.339001655578613, "probability": 0.178586456835429 }, { "score": 12.136878967285156, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 0.14590418624563523 }, { "score": 5.758569717407227, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9. 10. HPIL ET's Indemnity", "probability": 0.00024774405495802234 }, { "score": 5.553371906280518, "text": "9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 0.00020178411043810722 }, { "score": 5.470702171325684, "text": "the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 0.00018577358192241713 }, { "score": 5.360615253448486, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9. 10. HPIL ET's Indemnity 10.1. GINARES shall indemnify, defend, and hold harmless HPIL ET from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to:", "probability": 0.00016640785167659026 }, { "score": 4.631357192993164, "text": "10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 8.025296050638911e-05 }, { "score": 4.583940505981445, "text": ".", "probability": 7.653643985269382e-05 }, { "score": 4.299860000610352, "text": "HP", "probability": 5.7609440969554454e-05 }, { "score": 4.011131286621094, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.", "probability": 4.31618820592914e-05 }, { "score": 3.9876694679260254, "text": "money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 4.2161012824997796e-05 }, { "score": 3.7426586151123047, "text": "sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 3.2999257938256664e-05 }, { "score": 3.2639145851135254, "text": "obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 2.0445055011001463e-05 }, { "score": 3.070970058441162, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10", "probability": 1.6857514433337205e-05 }, { "score": 3.0629100799560547, "text": "G", "probability": 1.6722189321034778e-05 }, { "score": 2.835505962371826, "text": "exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 1.3320875907261938e-05 }, { "score": 2.8201210498809814, "text": ".", "probability": 1.311750383928427e-05 }, { "score": 2.7704129219055176, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10. 11. Payment Of Expenses Each of the Parties shall pay their own expenses associated with this Agreement and the transactions contemplated herein.", "probability": 1.2481398067262288e-05 }, { "score": 2.7193832397460938, "text": "the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 1.18604543126235e-05 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Cap On Liability": [ { "score": 13.175060272216797, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 0.4238479430221178 }, { "score": 13.01600456237793, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 0.36152061133840196 }, { "text": "", "score": 12.117907524108887, "probability": 0.14726328186031465 }, { "score": 11.29946231842041, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 0.06496033235654322 }, { "score": 6.711833477020264, "text": "9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 0.0006610987673199655 }, { "score": 6.568772315979004, "text": "9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 0.0005729750016969747 }, { "score": 6.223668098449707, "text": "HPIL ET shall indemnify, defend, and hold harmless GINARES from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 0.0004057502697358584 }, { "score": 5.095979690551758, "text": "9.1. HPIL ET shall indemnify, defend, and hold harmless GINARES from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 0.00013137416368028983 }, { "score": 4.726658821105957, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9. 10. HPIL ET's Indemnity 10.1. GINARES shall indemnify, defend, and hold harmless HPIL ET from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date.", "probability": 9.080629340508937e-05 }, { "score": 4.54774808883667, "text": "10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 7.593045545529827e-05 }, { "score": 4.335142612457275, "text": "the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 6.13878777687919e-05 }, { "score": 4.3318610191345215, "text": "the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 6.118675789630896e-05 }, { "score": 4.2332563400268555, "text": "money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 5.544137259349054e-05 }, { "score": 4.155514240264893, "text": ".", "probability": 5.1294524572104085e-05 }, { "score": 4.146227836608887, "text": "HP", "probability": 5.082038783151608e-05 }, { "score": 3.964583396911621, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10", "probability": 4.2379009031554186e-05 }, { "score": 3.8864593505859375, "text": "agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 3.919421358660874e-05 }, { "score": 3.8664793968200684, "text": "G", "probability": 3.841888630516611e-05 }, { "score": 3.8498053550720215, "text": "9. GINARES's Indemnity 9.1. HPIL ET shall indemnify, defend, and hold harmless GINARES from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 3.778359931060183e-05 }, { "score": 3.6833486557006836, "text": ".", "probability": 3.1989842432600636e-05 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.087089538574219, "probability": 0.9960958172440244 }, { "score": 6.053616523742676, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 0.0023877952249993775 }, { "score": 5.56558895111084, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 0.0014657145449391035 }, { "score": 0.9808106422424316, "text": "GINARES shall indemnify, defend, and hold harmless HPIL ET from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 1.4959100409150065e-05 }, { "score": 0.911085844039917, "text": "10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 1.3951611753204984e-05 }, { "score": -0.42150211334228516, "text": "10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 3.680347150384849e-06 }, { "score": -0.7817435264587402, "text": "money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 2.567071279057997e-06 }, { "score": -0.9663124084472656, "text": "HP", "probability": 2.1344239272515797e-06 }, { "score": -0.993452787399292, "text": "the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 2.0772738977674107e-06 }, { "score": -1.079723596572876, "text": "money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 1.905578427254899e-06 }, { "score": -1.105189323425293, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10. 11. Payment Of Expenses Each of the Parties shall pay their own expenses associated with this Agreement and the transactions contemplated herein. 12. Approval Of Counsel All instruments or documents to be delivered by any Party to this Agreement shall be in form and content reasonably satisfactory to the counsel for the Party receiving such instrument or document. 5\n\n\n\n\n\n 13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 1.857664162669384e-06 }, { "score": -1.4375057220458984, "text": "HP", "probability": 1.3324288414883097e-06 }, { "score": -1.6075363159179688, "text": "sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 1.1240889434225654e-06 }, { "score": -1.9123003482818604, "text": ".", "probability": 8.287877791130963e-07 }, { "score": -1.96611487865448, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 7.853657994031833e-07 }, { "score": -1.9894429445266724, "text": "GINARES's Indemnity.............................................................................................................. 5 10. HPIL ET's Indemnity", "probability": 7.672567797373289e-07 }, { "score": -2.0328638553619385, "text": ".", "probability": 7.346547191980232e-07 }, { "score": -2.117467164993286, "text": "the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 6.750571199270846e-07 }, { "score": -2.1178438663482666, "text": "10.1. GINARES shall indemnify, defend, and hold harmless HPIL ET from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 6.748028728859279e-07 }, { "score": -2.2066304683685303, "text": "agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 6.17472174551168e-07 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.776256561279297, "probability": 0.9999683127030763 }, { "score": 0.6534584760665894, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.4771221358300775e-05 }, { "score": 0.4480905532836914, "text": "All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 1.202890931560848e-05 }, { "score": -1.9139130115509033, "text": "All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given", "probability": 1.1334989870704516e-06 }, { "score": -2.3216047286987305, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 7.539852904792174e-07 }, { "score": -2.6267597675323486, "text": "All", "probability": 5.556940207279052e-07 }, { "score": -2.6418235301971436, "text": "The", "probability": 5.473859106879836e-07 }, { "score": -3.2992022037506104, "text": "Work with HPIL ET as appropriate.", "probability": 2.8365972945970634e-07 }, { "score": -3.3795578479766846, "text": "All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person,", "probability": 2.617578238612838e-07 }, { "score": -3.4667599201202393, "text": "All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below: If to HPIL ET: HPIL ENERGYTECH Inc.", "probability": 2.3989891994918085e-07 }, { "score": -3.493487596511841, "text": "All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below", "probability": 2.3357190904709692e-07 }, { "score": -3.6509809494018555, "text": "21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.9953639254514272e-07 }, { "score": -4.098830223083496, "text": "All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below: If to HPIL ET: HPIL ENERGYTECH Inc. Attn.: Louis Bertoli, President and CEO 7075 Gratiot Road, Suite One Saginaw, Michigan 48609 United States of America Facsimile No.: 001(248)750-1016 with a copy (which shall not constitute notice) to the following e-mail addresses:", "probability": 1.2750395258500062e-07 }, { "score": -4.261666297912598, "text": "20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "probability": 1.0834399345629017e-07 }, { "score": -4.429120063781738, "text": "Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 9.163905304305393e-08 }, { "score": -4.441340446472168, "text": "5\n\n\n\n\n\n 13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 9.052600354256207e-08 }, { "score": -4.5417280197143555, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice", "probability": 8.187957482779746e-08 }, { "score": -4.683608531951904, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given", "probability": 7.104894856534036e-08 }, { "score": -4.904422760009766, "text": "All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below: If to HPIL ET: HPIL ENERGYTECH Inc. Attn.: Louis Bertoli, President and CEO 7075 Gratiot Road, Suite One Saginaw, Michigan 48609 United States of America Facsimile No.: 001(248)750-1016 with a copy (which shall not constitute notice) to the following e-mail addresses: info@hpilenergytech.com", "probability": 5.69717099440962e-08 }, { "score": -5.029687881469727, "text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 5.026402972099965e-08 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Insurance": [ { "text": "", "score": 12.080865859985352, "probability": 0.9999995588337464 }, { "score": -3.1994481086730957, "text": "HPIL ET's obligations under this Agreement are to:", "probability": 2.31123321440981e-07 }, { "score": -4.409597396850586, "text": "3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 6.891005744167762e-08 }, { "score": -5.21962308883667, "text": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice. 22. Captions Captions to sections and subsections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect.", "probability": 3.065440731409313e-08 }, { "score": -5.460874557495117, "text": "3.1. HPIL ET's obligations under this Agreement are to:", "probability": 2.4083452304695618e-08 }, { "score": -6.400017738342285, "text": "NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 9.41573096513124e-09 }, { "score": -6.403390407562256, "text": "2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 9.38402831045662e-09 }, { "score": -6.492527961730957, "text": "This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice. 22. Captions Captions to sections and subsections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect.", "probability": 8.58375594949363e-09 }, { "score": -6.684970378875732, "text": "13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:", "probability": 7.081099249757125e-09 }, { "score": -6.782878398895264, "text": "The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 6.420661417317189e-09 }, { "score": -6.79644250869751, "text": "D. GINARES operates, and has always operated, according to all regulations in force and is fully respectful of the environment. GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates. NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 6.334158852255994e-09 }, { "score": -6.905014514923096, "text": "GINARES operates, and has always operated, according to all regulations in force and is fully respectful of the environment. GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates. NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 5.682464451113167e-09 }, { "score": -7.0245819091796875, "text": "19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice. 22. Captions Captions to sections and subsections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect.", "probability": 5.042074611308177e-09 }, { "score": -7.043813228607178, "text": "2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 4.946035305110769e-09 }, { "score": -7.067751407623291, "text": "The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 4.82904211524483e-09 }, { "score": -7.081184387207031, "text": "HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 4.7646074348810556e-09 }, { "score": -7.368829727172852, "text": "21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice. 22. Captions Captions to sections and subsections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect.", "probability": 3.5735868404783915e-09 }, { "score": -7.377933502197266, "text": "1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 3.5412013486403766e-09 }, { "score": -7.41896390914917, "text": "GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates. NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2\n\n\n\n\n\n 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to:", "probability": 3.3988448593520235e-09 }, { "score": -7.4192938804626465, "text": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada. 18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 21. Early Termination The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice. 22. Captions Captions to sections and subsections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect.", "probability": 3.3977235230640587e-09 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.072819709777832, "probability": 0.946319143835896 }, { "score": 9.196002006530762, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 0.05329071803170213 }, { "score": 3.298384666442871, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 0.00014633523344700626 }, { "score": 2.0453500747680664, "text": "HPIL ET shall indemnify, defend, and hold harmless GINARES from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 4.1798711658111356e-05 }, { "score": 1.9894192218780518, "text": "10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 3.952505065107815e-05 }, { "score": 1.60038161277771, "text": "(collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 2.6786473916144142e-05 }, { "score": 1.5999953746795654, "text": "Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.", "probability": 2.6776129957146894e-05 }, { "score": 1.3114001750946045, "text": "GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 2.006376832946147e-05 }, { "score": 1.16282320022583, "text": "HP", "probability": 1.7293637217172747e-05 }, { "score": 0.6640384197235107, "text": ".", "probability": 1.050187552283384e-05 }, { "score": 0.6298086643218994, "text": "the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 1.0148481689257815e-05 }, { "score": 0.5033297538757324, "text": "(ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 8.942768318694848e-06 }, { "score": 0.25621581077575684, "text": "collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 6.984764335511303e-06 }, { "score": 0.20433306694030762, "text": "sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 6.631615964061005e-06 }, { "score": -0.01593303680419922, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10. 11. Payment Of Expenses Each of the Parties shall pay their own expenses associated with this Agreement and the transactions contemplated herein.", "probability": 5.320580457249334e-06 }, { "score": -0.05254530906677246, "text": "money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 5.1293048010992936e-06 }, { "score": -0.0565643310546875, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10", "probability": 5.108731382524503e-06 }, { "score": -0.15838181972503662, "text": "9.1. HPIL ET shall indemnify, defend, and hold harmless GINARES from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 4.6141774727782855e-06 }, { "score": -0.1627214550971985, "text": "9. GINARES's Indemnity 9.1. HPIL ET shall indemnify, defend, and hold harmless GINARES from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "probability": 4.594197010321519e-06 }, { "score": -0.41141819953918457, "text": "Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 3.5826302708527302e-06 } ], "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.173968315124512, "probability": 0.999718174326271 }, { "score": 3.8388192653656006, "text": "All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives.", "probability": 0.0002398658102010067 }, { "score": 1.368903636932373, "text": "HPIL ENERGYTECH Inc.,", "probability": 2.0290727623410407e-05 }, { "score": 0.5177102088928223, "text": "All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives", "probability": 8.662216063691027e-06 }, { "score": -1.040560245513916, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET", "probability": 1.8233949706378344e-06 }, { "score": -1.1367194652557373, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG", "probability": 1.6562249931947801e-06 }, { "score": -1.271906852722168, "text": "HPIL", "probability": 1.4467989924889671e-06 }, { "score": -1.3801034688949585, "text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "probability": 1.2984313844374341e-06 }, { "score": -1.440424919128418, "text": "All", "probability": 1.2224236156357998e-06 }, { "score": -1.9541316032409668, "text": "18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives.", "probability": 7.313440847581897e-07 }, { "score": -2.036625862121582, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES", "probability": 6.73433864507373e-07 }, { "score": -2.1230316162109375, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES", "probability": 6.176883487529395e-07 }, { "score": -2.201794147491455, "text": "GINARES's obligations under this Agreement are to:", "probability": 5.709042509179203e-07 }, { "score": -2.217104434967041, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\")", "probability": 5.622301139185556e-07 }, { "score": -2.226992130279541, "text": "HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG, a private company domiciled in Switzerland (hereafter \"GINARES\").", "probability": 5.566983471372451e-07 }, { "score": -2.3250274658203125, "text": "All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement.", "probability": 5.047121115631114e-07 }, { "score": -2.3751018047332764, "text": "GINARES GROUP AG", "probability": 4.800613228573132e-07 }, { "score": -2.760300636291504, "text": "All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement. 19. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 7\n\n\n\n\n\n 20. No Reliance No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement.", "probability": 3.265930890864738e-07 }, { "score": -2.88495135307312, "text": "3.2. GINARES's obligations under this Agreement are to:", "probability": 2.8831807660488527e-07 }, { "score": -3.036949634552002, "text": "All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party.", "probability": 2.476622745419012e-07 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Document Name": [ { "text": "", "score": 10.66609001159668, "probability": 0.2758127686457806 }, { "score": 10.115978240966797, "text": "Schedule 1", "probability": 0.1591123394903869 }, { "score": 10.0198974609375, "text": "Schedule 1 to Limited Power of Attorney dated", "probability": 0.14453615883278753 }, { "score": 9.986583709716797, "text": "Schedule 1 to Limited Power of Attorney", "probability": 0.13980043748600549 }, { "score": 9.731311798095703, "text": "Schedule 1 to", "probability": 0.10830421225200842 }, { "score": 8.59897518157959, "text": "Power of Attorney dated", "probability": 0.034904209257327734 }, { "score": 8.565661430358887, "text": "Power of Attorney", "probability": 0.03376057426517533 }, { "score": 8.431314468383789, "text": "LIMITED POWER OF ATTORNEY\n\nKNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a \"Fund\" and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Services Agreement", "probability": 0.0295164199754155 }, { "score": 7.79807186126709, "text": "LIMITED POWER OF ATTORNEY\n\nKNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a \"Fund\" and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement", "probability": 0.01566931138676006 }, { "score": 7.600682258605957, "text": "Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Services Agreement", "probability": 0.012862479508695209 }, { "score": 7.198088645935059, "text": "Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Services Agreement\"), may deem necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser's investment advisory or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Investment Advisory Contract", "probability": 0.008599644759605125 }, { "score": 6.967439651489258, "text": "Services Agreement", "probability": 0.006828273781015295 }, { "score": 6.7900495529174805, "text": "Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Services Agreement", "probability": 0.005718358578251104 }, { "score": 6.696969985961914, "text": "Investment Advisory Contract", "probability": 0.0052101165992563345 }, { "score": 6.5772857666015625, "text": "Services Agreement", "probability": 0.004622418329332959 }, { "score": 6.178316116333008, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY By: /s/ Keith M. Schappert Name Keith M. Schappert Title: President\n\nAccepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1", "probability": 0.003101693850895066 }, { "score": 6.154711723327637, "text": "Services Agreement", "probability": 0.0030293375727838967 }, { "score": 6.123509883880615, "text": "Schedule 1 to Limited", "probability": 0.002936276063263756 }, { "score": 6.096286773681641, "text": "Limited Power of Attorney dated", "probability": 0.0028574197237896345 }, { "score": 6.082235336303711, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY By: /s/ Keith M. Schappert Name Keith M. Schappert Title: President\n\nAccepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated", "probability": 0.002817549641464074 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Parties": [ { "text": "", "score": 11.719826698303223, "probability": 0.8470591221097774 }, { "score": 8.537663459777832, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC", "probability": 0.03514938970345676 }, { "score": 8.45082950592041, "text": "FASC", "probability": 0.03222599102391086 }, { "score": 8.134784698486328, "text": "Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC", "probability": 0.02349361058500711 }, { "score": 7.71718692779541, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY", "probability": 0.015473528473606356 }, { "score": 7.151710033416748, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY", "probability": 0.00879034384880272 }, { "score": 7.111294269561768, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser", "probability": 0.00844215886217918 }, { "score": 6.795835494995117, "text": "FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC", "probability": 0.006158167753521269 }, { "score": 6.748831272125244, "text": "Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY", "probability": 0.0058754054347570596 }, { "score": 6.708415508270264, "text": "Adviser", "probability": 0.005642680981891954 }, { "score": 6.053696155548096, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY By: /s/ Keith M. Schappert Name Keith M. Schappert Title: President\n\nAccepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 0.0029318685532326665 }, { "score": 5.409882068634033, "text": "FEDERATED ADVISORY SERVICES COMPANY", "probability": 0.0015400669112254116 }, { "score": 5.182801246643066, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"),", "probability": 0.0012272121379362855 }, { "score": 5.182055473327637, "text": "the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC", "probability": 0.001226297257060716 }, { "score": 4.957449913024902, "text": "FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 0.0009796045675174393 }, { "score": 4.7799224853515625, "text": "Adviser\"),", "probability": 0.0008202601614739751 }, { "score": 4.7629008293151855, "text": "FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 0.0008064161335445272 }, { "score": 4.7014055252075195, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY By: /s/ Keith M. Schappert Name Keith M. Schappert Title: President\n\nAccepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust", "probability": 0.0007583193476480471 }, { "score": 4.663538932800293, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"),", "probability": 0.0007301412491983007 }, { "score": 4.576704978942871, "text": "FASC\"),", "probability": 0.0006694149042518792 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Agreement Date": [ { "score": 13.329293251037598, "text": "January 1, 2004", "probability": 0.5531503611330653 }, { "score": 12.68185043334961, "text": "January 1, 2004", "probability": 0.2895091919579698 }, { "score": 11.24835205078125, "text": "January 1, 2004", "probability": 0.06904018076874675 }, { "text": "", "score": 10.926473617553711, "probability": 0.050039376818957995 }, { "score": 9.685962677001953, "text": "January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020", "probability": 0.01447320908796294 }, { "score": 9.30075454711914, "text": "January 1, 2004,", "probability": 0.00984625481868978 }, { "score": 8.900124549865723, "text": "Accepted and agreed to this January 1, 2004", "probability": 0.006595985221532839 }, { "score": 8.052133560180664, "text": "January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY", "probability": 0.002824892115004412 }, { "score": 7.47284460067749, "text": "January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016", "probability": 0.0015827774997998847 }, { "score": 7.0427937507629395, "text": "January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney", "probability": 0.0010295588042349424 }, { "score": 6.241528511047363, "text": "Accepted and agreed to this January 1, 2004", "probability": 0.0004620256478367633 }, { "score": 5.725671768188477, "text": "1, 2004", "probability": 0.00027582418765072415 }, { "score": 5.603385925292969, "text": "January", "probability": 0.00024407555245777545 }, { "score": 5.2567949295043945, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020", "probability": 0.00017258447431805116 }, { "score": 5.117354869842529, "text": "October 1, 2016 revised March 1, 2020", "probability": 0.00015012176975520342 }, { "score": 5.032520294189453, "text": "January", "probability": 0.00013791150170946022 }, { "score": 4.93893575668335, "text": "this January 1, 2004", "probability": 0.00012559063007970176 }, { "score": 4.911430358886719, "text": ", 2004", "probability": 0.00012218328484817485 }, { "score": 4.831621170043945, "text": "January 1,", "probability": 0.00011281091102551547 }, { "score": 4.760666370391846, "text": "1, 2004", "probability": 0.00010508381435408633 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Effective Date": [ { "score": 13.105205535888672, "text": "January 1, 2004", "probability": 0.4941856942356605 }, { "score": 12.030085563659668, "text": "January 1, 2004", "probability": 0.1686442343060707 }, { "score": 11.593305587768555, "text": "January 1, 2004", "probability": 0.10896332935598702 }, { "text": "", "score": 11.55695629119873, "probability": 0.10507370971180857 }, { "score": 10.563323974609375, "text": "January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016", "probability": 0.038901382293824026 }, { "score": 10.420954704284668, "text": "January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020", "probability": 0.03373920499699006 }, { "score": 9.587727546691895, "text": "October 1, 2016", "probability": 0.014664554985474558 }, { "score": 9.445358276367188, "text": "October 1, 2016 revised March 1, 2020", "probability": 0.012718582160076824 }, { "score": 8.931158065795898, "text": "Accepted and agreed to this January 1, 2004", "probability": 0.007605440722625799 }, { "score": 8.70970630645752, "text": "Accepted and agreed to this January 1, 2004", "probability": 0.006094654749078287 }, { "score": 7.942338466644287, "text": "March 1, 2020", "probability": 0.0028293422851601315 }, { "score": 7.901175498962402, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016", "probability": 0.002715242611037393 }, { "score": 7.7588067054748535, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020", "probability": 0.0023549335615259165 }, { "score": 5.7336626052856445, "text": "January 1, 2004,", "probability": 0.00031079194283311213 }, { "score": 5.580714702606201, "text": "January 1, 2004", "probability": 0.00026671369815168893 }, { "score": 5.56240177154541, "text": "January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a \"Fund\" and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement dated as of January 1, 2004", "probability": 0.0002618738398388222 }, { "score": 5.448387145996094, "text": "January", "probability": 0.00023365559966717834 }, { "score": 5.225494861602783, "text": "1, 2004", "probability": 0.00018697145357344494 }, { "score": 4.9062371253967285, "text": "January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney", "probability": 0.0001358699549009402 }, { "score": 4.729135513305664, "text": "Limited Power of Attorney dated as of October 1, 2016", "probability": 0.00011381753571465089 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Expiration Date": [ { "text": "", "score": 11.542520523071289, "probability": 0.9999246813120257 }, { "score": 0.5918505191802979, "text": "January 1, 2004", "probability": 1.754493374167009e-05 }, { "score": 0.3626164197921753, "text": "March 1, 2020", "probability": 1.395072018584997e-05 }, { "score": 0.26479387283325195, "text": "Accepted and agreed to this January 1, 2004", "probability": 1.2650649860197806e-05 }, { "score": 0.08525538444519043, "text": "January 1,", "probability": 1.0571588768526855e-05 }, { "score": -0.5243486166000366, "text": "January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020", "probability": 5.746357045762644e-06 }, { "score": -0.7364752292633057, "text": "Accepted and agreed to this January 1,", "probability": 4.648011455268082e-06 }, { "score": -0.8514052629470825, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020", "probability": 4.1433699339068615e-06 }, { "score": -2.588775396347046, "text": "Accepted and agreed to this", "probability": 7.291610276341936e-07 }, { "score": -2.671894073486328, "text": "January 1", "probability": 6.710045506653275e-07 }, { "score": -2.76285457611084, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020", "probability": 6.126632369634819e-07 }, { "score": -2.789933443069458, "text": "January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY", "probability": 5.962956190906513e-07 }, { "score": -2.8100619316101074, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 5.844130795232289e-07 }, { "score": -2.832487106323242, "text": "Accepted and agreed to this", "probability": 5.714533690983841e-07 }, { "score": -3.0316290855407715, "text": "2-5 Years", "probability": 4.682680586368424e-07 }, { "score": -3.039689064025879, "text": "Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020", "probability": 4.645089974850184e-07 }, { "score": -3.116990089416504, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY", "probability": 4.2995472091008585e-07 }, { "score": -3.197427749633789, "text": "January", "probability": 3.9672456251883214e-07 }, { "score": -3.493624687194824, "text": "Accepted and agreed to this January 1", "probability": 2.9502063562240344e-07 }, { "score": -3.6851871013641357, "text": "January 1,", "probability": 2.435891247574681e-07 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Renewal Term": [ { "text": "", "score": 11.584903717041016, "probability": 0.9993873450820827 }, { "score": 3.5516765117645264, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 0.00032430048538240546 }, { "score": 3.191441059112549, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 0.0002262035046989592 }, { "score": 1.0408179759979248, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 2.6332712149299e-05 }, { "score": 0.8139293193817139, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 2.0987422246360968e-05 }, { "score": -1.3206485509872437, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.482696945358958e-06 }, { "score": -1.3455443382263184, "text": "This", "probability": 2.421651293188845e-06 }, { "score": -1.522942304611206, "text": "Accepted and agreed to this January 1, 2004", "probability": 2.028003260855228e-06 }, { "score": -1.5481505393981934, "text": "This", "probability": 1.97751985063571e-06 }, { "score": -2.0259556770324707, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 1.226345147601839e-06 }, { "score": -2.2958645820617676, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1.", "probability": 9.362520226247878e-07 }, { "score": -2.5338001251220703, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 7.38003931716708e-07 }, { "score": -2.6691882610321045, "text": "Accepted and agreed to this", "probability": 6.445555543153125e-07 }, { "score": -2.8634088039398193, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 5.3077620521517e-07 }, { "score": -3.1782984733581543, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.", "probability": 3.8739730870541027e-07 }, { "score": -3.3254189491271973, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement", "probability": 3.3439747425290606e-07 }, { "score": -3.4580647945404053, "text": "Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.9285701388880724e-07 }, { "score": -3.4983553886413574, "text": "January 1, 2004", "probability": 2.812921724021075e-07 }, { "score": -3.5146379470825195, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except", "probability": 2.767491029347329e-07 }, { "score": -3.5308589935302734, "text": "Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.722961562478934e-07 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.691308975219727, "probability": 0.9999928779498558 }, { "score": -0.9713255167007446, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 3.1672665979166226e-06 }, { "score": -1.7035012245178223, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 1.52301700018365e-06 }, { "score": -1.8955276012420654, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 1.256923237126299e-06 }, { "score": -3.3708345890045166, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 2.8746903516029634e-07 }, { "score": -4.120770454406738, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser", "probability": 1.357994663233235e-07 }, { "score": -4.3127970695495605, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser", "probability": 1.1207324940890945e-07 }, { "score": -4.391916751861572, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.0354776333877283e-07 }, { "score": -4.589366912841797, "text": "This", "probability": 8.49941836761274e-08 }, { "score": -4.714740753173828, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except", "probability": 7.497906839200298e-08 }, { "score": -4.831082820892334, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 6.674416773849983e-08 }, { "score": -4.90676736831665, "text": "Except", "probability": 6.187909319420787e-08 }, { "score": -5.014626502990723, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 5.555220652175294e-08 }, { "score": -5.124092102050781, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 4.9792164764214896e-08 }, { "score": -5.563258171081543, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 3.209472121781095e-08 }, { "score": -5.652526378631592, "text": "Investment Advisory Contract for such Fund.", "probability": 2.9353839663916727e-08 }, { "score": -5.671470642089844, "text": "Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.8802987014969324e-08 }, { "score": -6.099241256713867, "text": ".", "probability": 1.877842271821165e-08 }, { "score": -6.148850440979004, "text": "Accepted and agreed to this", "probability": 1.786957058013958e-08 }, { "score": -6.316370010375977, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1.", "probability": 1.511336919525939e-08 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Governing Law": [ { "score": 15.486116409301758, "text": "This Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 0.959500015852415 }, { "text": "", "score": 12.204794883728027, "probability": 0.03605663174297048 }, { "score": 9.954803466796875, "text": "This Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws", "probability": 0.0038003736447504463 }, { "score": 7.160305023193359, "text": "This Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania", "probability": 0.00023237587810063956 }, { "score": 6.6215081214904785, "text": ".", "probability": 0.00013557965442563959 }, { "score": 6.017737865447998, "text": "This", "probability": 7.412768409852116e-05 }, { "score": 5.785887241363525, "text": "Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 5.878804059717017e-05 }, { "score": 4.636260032653809, "text": "without reference to principles of conflicts of laws.", "probability": 1.8621395853221516e-05 }, { "score": 4.5566816329956055, "text": "Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 1.7196963622247825e-05 }, { "score": 4.404047966003418, "text": "the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 1.4762632658334382e-05 }, { "score": 4.290751934051514, "text": "This Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without", "probability": 1.3181352424724215e-05 }, { "score": 4.2704925537109375, "text": "the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 1.291699331042603e-05 }, { "score": 4.267941474914551, "text": "be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 1.2884083038875046e-05 }, { "score": 4.160495758056641, "text": "shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 1.1571520611969487e-05 }, { "score": 3.861646890640259, "text": "Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 8.58226695344603e-06 }, { "score": 3.8088538646698, "text": "governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 8.140935228244308e-06 }, { "score": 3.806778907775879, "text": "This Limited Power of Attorney", "probability": 8.124060651633415e-06 }, { "score": 3.4822182655334473, "text": "laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 5.872435576868394e-06 }, { "score": 3.4340884685516357, "text": "and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 5.596490306053986e-06 }, { "score": 3.250185489654541, "text": "of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 4.656372405846824e-06 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Most Favored Nation": [ { "text": "", "score": 12.041590690612793, "probability": 0.9999995532188726 }, { "score": -3.863616943359375, "text": "Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.2372455401610935e-07 }, { "score": -4.777458190917969, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 4.961119473835384e-08 }, { "score": -5.018082618713379, "text": "High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 3.900118697172774e-08 }, { "score": -5.194930076599121, "text": "Federated U.S.", "probability": 3.2679390620462344e-08 }, { "score": -5.3658833503723145, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 2.7544182428478432e-08 }, { "score": -5.60795783996582, "text": "Federated U.S", "probability": 2.1622119888181528e-08 }, { "score": -5.8229780197143555, "text": "Federated U.S. Government Securities Fund: 2-5 Years Federated U.S.", "probability": 1.743878380047815e-08 }, { "score": -5.830832004547119, "text": "2-5 Years", "probability": 1.7302356308029897e-08 }, { "score": -5.895359992980957, "text": "High Yield Portfolio", "probability": 1.6221129890233614e-08 }, { "score": -5.989350318908691, "text": "Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.4765957769399702e-08 }, { "score": -6.068519115447998, "text": ": 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.3642031579518537e-08 }, { "score": -6.178743362426758, "text": "Federated U.S. Government Securities Fund:", "probability": 1.2218257349198722e-08 }, { "score": -6.236005783081055, "text": "Federated U.S. Government Securities Fund: 2-5 Years Federated U.S", "probability": 1.1538265153632223e-08 }, { "score": -6.399381160736084, "text": "This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.", "probability": 9.799129339448151e-09 }, { "score": -6.481423854827881, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 9.027277660423632e-09 }, { "score": -6.5390119552612305, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 8.522099616059153e-09 }, { "score": -6.655686378479004, "text": "Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 7.58360227604832e-09 }, { "score": -6.660526275634766, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 7.54698709928163e-09 }, { "score": -6.736819267272949, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years Federated U.S.", "probability": 6.992620874696586e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Non-Compete": [ { "text": "", "score": 11.800325393676758, "probability": 0.9999997934135285 }, { "score": -5.058943748474121, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 4.7655425647756805e-08 }, { "score": -5.870157718658447, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 2.1174180066653697e-08 }, { "score": -5.945786476135254, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 1.9631860074976473e-08 }, { "score": -6.164606094360352, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund", "probability": 1.577354456934651e-08 }, { "score": -6.304407119750977, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 1.37155896553973e-08 }, { "score": -6.431022644042969, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 1.2084426924576308e-08 }, { "score": -6.573925018310547, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities", "probability": 1.0475248811067158e-08 }, { "score": -6.649842262268066, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund", "probability": 9.709433846911923e-09 }, { "score": -6.821744918823242, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust", "probability": 8.175936917486067e-09 }, { "score": -6.913352012634277, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 7.460244765371108e-09 }, { "score": -7.059161186218262, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities", "probability": 6.448058324103944e-09 }, { "score": -7.078198432922363, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities", "probability": 6.326466109749064e-09 }, { "score": -7.291555404663086, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust", "probability": 5.1109476239359964e-09 }, { "score": -7.306981086730957, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust", "probability": 5.032712735419416e-09 }, { "score": -7.549088954925537, "text": "Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 3.950536062607929e-09 }, { "score": -7.563434600830078, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities", "probability": 3.894267639545753e-09 }, { "score": -7.590104103088379, "text": "The", "probability": 3.791782152831815e-09 }, { "score": -7.776791572570801, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust", "probability": 3.1460530403594722e-09 }, { "score": -7.814457893371582, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund", "probability": 3.0297567728474187e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Exclusivity": [ { "text": "", "score": 12.157440185546875, "probability": 0.9999999564452889 }, { "score": -5.538302898406982, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 2.0646022987154476e-08 }, { "score": -7.238661766052246, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 3.770334942932124e-09 }, { "score": -7.2548298835754395, "text": "High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 3.7098658772060937e-09 }, { "score": -7.786846160888672, "text": "High Yield Portfolio", "probability": 2.1792470929840003e-09 }, { "score": -8.154232025146484, "text": "incorporated by reference herein (each such fund or account being hereinafter referred to as a \"Fund\" and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Services Agreement\"), may deem necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser's investment advisory or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Investment Advisory Contract\").", "probability": 1.5092209381677566e-09 }, { "score": -8.190652847290039, "text": "Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 1.455242801456438e-09 }, { "score": -8.214410781860352, "text": "Each", "probability": 1.421076703201653e-09 }, { "score": -8.616230010986328, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 9.50844822105605e-10 }, { "score": -8.699352264404297, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser,", "probability": 8.75004144066732e-10 }, { "score": -8.760950088500977, "text": "Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 8.227322374327041e-10 }, { "score": -8.809901237487793, "text": "ONatl - High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 7.834283816134693e-10 }, { "score": -8.883853912353516, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 7.275821942666019e-10 }, { "score": -8.903800010681152, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds.", "probability": 7.132135439084466e-10 }, { "score": -8.917196273803711, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund,", "probability": 7.037228593977917e-10 }, { "score": -8.952987670898438, "text": ".", "probability": 6.789810482676011e-10 }, { "score": -8.963689804077148, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund", "probability": 6.717532480898698e-10 }, { "score": -8.974645614624023, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 6.644338151422418e-10 }, { "score": -9.00394344329834, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 6.452497450810671e-10 }, { "score": -9.033027648925781, "text": "Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 6.267534476752282e-10 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__No-Solicit Of Customers": [ { "text": "", "score": 12.102432250976562, "probability": 0.9999999508207855 }, { "score": -6.093892574310303, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 1.2515163166585004e-08 }, { "score": -6.558825492858887, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 7.861740691396415e-09 }, { "score": -7.096165180206299, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 4.593619872873799e-09 }, { "score": -7.2381696701049805, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 3.985504351370524e-09 }, { "score": -7.562292575836182, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.88216273204702e-09 }, { "score": -7.733705520629883, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.4281460315067137e-09 }, { "score": -8.0497407913208, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 1.7702003733656537e-09 }, { "score": -8.158346176147461, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 1.5880190526496408e-09 }, { "score": -8.318438529968262, "text": "Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust", "probability": 1.35309560315593e-09 }, { "score": -8.329758644104004, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 1.3378647764856017e-09 }, { "score": -8.336228370666504, "text": ".", "probability": 1.3292370966631052e-09 }, { "score": -8.498797416687012, "text": "Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust", "probability": 1.1297949093525238e-09 }, { "score": -8.548391342163086, "text": ".", "probability": 1.0751306559658631e-09 }, { "score": -8.655152320861816, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1.", "probability": 9.662634261460354e-10 }, { "score": -8.656310081481934, "text": "This", "probability": 9.651453717471485e-10 }, { "score": -8.672276496887207, "text": "Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust", "probability": 9.498578282158133e-10 }, { "score": -8.817935943603516, "text": "Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust", "probability": 8.211065421029611e-10 }, { "score": -8.82656478881836, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1.", "probability": 8.140518216643132e-10 }, { "score": -8.827722549438477, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This", "probability": 8.131098898934257e-10 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Competitive Restriction Exception": [ { "text": "", "score": 11.792806625366211, "probability": 0.9999949846967733 }, { "score": -0.7265605926513672, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 3.6551543591329265e-06 }, { "score": -2.3038134574890137, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 7.549418593311496e-07 }, { "score": -3.752490520477295, "text": "The", "probability": 1.7732135932441559e-07 }, { "score": -4.812535762786865, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 6.143123587970501e-08 }, { "score": -5.073054313659668, "text": "The", "probability": 4.734209619149208e-08 }, { "score": -5.104362487792969, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof", "probability": 4.588286374509777e-08 }, { "score": -5.118139743804932, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 4.5255058432403605e-08 }, { "score": -5.4345622062683105, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However", "probability": 3.297969239251016e-08 }, { "score": -5.521415710449219, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 3.023615778350804e-08 }, { "score": -5.564201831817627, "text": "FASC, and its officers and employees, may do by virtue hereof.", "probability": 2.8969755281753458e-08 }, { "score": -5.730264186859131, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof", "probability": 2.453719205146583e-08 }, { "score": -5.7905426025390625, "text": "High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 2.3101824422206263e-08 }, { "score": -6.164205551147461, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so.", "probability": 1.5898879660135263e-08 }, { "score": -6.311810493469238, "text": ".", "probability": 1.3717106489584208e-08 }, { "score": -6.363919734954834, "text": "High Yield Portfolio", "probability": 1.3020622690259214e-08 }, { "score": -6.448221683502197, "text": "The Adviser", "probability": 1.1967953223523387e-08 }, { "score": -6.44905948638916, "text": "Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 1.1957930636823968e-08 }, { "score": -6.537538528442383, "text": "ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 1.0945360499729299e-08 }, { "score": -6.565653324127197, "text": "all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 1.0641919503822917e-08 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__No-Solicit Of Employees": [ { "text": "", "score": 12.214950561523438, "probability": 0.9999999799405113 }, { "score": -6.415326118469238, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 8.109118237638183e-09 }, { "score": -7.328925609588623, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 3.2523884879011676e-09 }, { "score": -8.42761516571045, "text": ".", "probability": 1.0840457312775873e-09 }, { "score": -8.70249080657959, "text": "Accepted and agreed to this January 1, 2004", "probability": 8.235133228129244e-10 }, { "score": -8.721353530883789, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 8.081252052118224e-10 }, { "score": -8.737504005432129, "text": "Accepted and agreed to this", "probability": 7.9517842935633e-10 }, { "score": -8.945428848266602, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY", "probability": 6.458980578078391e-10 }, { "score": -9.045886993408203, "text": "The", "probability": 5.841650372509767e-10 }, { "score": -9.170434951782227, "text": "FASC, and its officers and employees, may do by virtue hereof.", "probability": 5.157569268846725e-10 }, { "score": -9.247976303100586, "text": "Accepted and agreed to", "probability": 4.772756617729412e-10 }, { "score": -9.436412811279297, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 3.953050411996292e-10 }, { "score": -9.472884178161621, "text": "Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.\n\nEach person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 3.81147468314713e-10 }, { "score": -9.534199714660645, "text": "Accepted", "probability": 3.5847926483251135e-10 }, { "score": -9.545677185058594, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so.", "probability": 3.5438835126052745e-10 }, { "score": -9.573007583618164, "text": "Investment Advisory Contract\").\n\nThe Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 3.4483393410592787e-10 }, { "score": -9.720038414001465, "text": "Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 2.9768388067280226e-10 }, { "score": -9.755423545837402, "text": "Accept", "probability": 2.8733448454027023e-10 }, { "score": -9.806831359863281, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.7293650193395366e-10 }, { "score": -9.810582160949707, "text": "Accepted and agreed to this January 1,", "probability": 2.719146889126183e-10 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Non-Disparagement": [ { "text": "", "score": 11.832643508911133, "probability": 0.9999979136149408 }, { "score": -1.458262324333191, "text": "Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 1.6897872582735413e-06 }, { "score": -4.784665584564209, "text": "However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 6.070066521606079e-08 }, { "score": -4.938654899597168, "text": "Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract,", "probability": 5.2037537962919827e-08 }, { "score": -5.346803665161133, "text": "Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds", "probability": 3.4598716170862566e-08 }, { "score": -5.44853401184082, "text": "Nothing in this Limited Power of Attorney shall be construed", "probability": 3.125208924561142e-08 }, { "score": -5.760555267333984, "text": "Nothing", "probability": 2.287546581185551e-08 }, { "score": -5.833926200866699, "text": ". However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 2.125716554782991e-08 }, { "score": -5.873534202575684, "text": ".", "probability": 2.0431667773930454e-08 }, { "score": -5.88151741027832, "text": "Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser", "probability": 2.02692068687782e-08 }, { "score": -5.8838324546813965, "text": "(iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 2.0222337028675313e-08 }, { "score": -6.207912445068359, "text": "Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or", "probability": 1.4624640280052237e-08 }, { "score": -6.255020618438721, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 1.3951675704076699e-08 }, { "score": -6.256275177001953, "text": "(i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 1.3934183484651819e-08 }, { "score": -6.362792015075684, "text": "exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 1.2526272349129183e-08 }, { "score": -6.367316246032715, "text": "Nothing in this Limited Power of Attorney shall be construed", "probability": 1.2469728604917926e-08 }, { "score": -6.377317428588867, "text": "(x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 1.2345638132777277e-08 }, { "score": -6.403493881225586, "text": "(ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 1.2026666112190967e-08 }, { "score": -6.457967758178711, "text": "The Adviser hereby agrees to indemnify and save harmless FASC and its trustees, officers and employees (each of the foregoing an \"Indemnified Party\" and collectively the \"Indemnified Parties\") against and from any and all losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Indemnified Party, other than as a consequence of gross negligence or willful misconduct on the part of an Indemnified Party, arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, including without limitation the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing.", "probability": 1.1389051320966823e-08 }, { "score": -6.62003231048584, "text": "Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.\n\nThe", "probability": 9.685093308676397e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Termination For Convenience": [ { "text": "", "score": 11.740713119506836, "probability": 0.9974462981258995 }, { "score": 5.6054606437683105, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 0.002159649273453644 }, { "score": 3.02983021736145, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 0.0001643618973287269 }, { "score": 2.9142301082611084, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 0.0001464187370403265 }, { "score": 1.1807434558868408, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser", "probability": 2.586741131898185e-05 }, { "score": 0.8831055164337158, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.920836741105663e-05 }, { "score": 0.23094940185546875, "text": "Except", "probability": 1.0006049621020492e-05 }, { "score": -0.2435746192932129, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 6.2255752706178026e-06 }, { "score": -0.6493706703186035, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1.", "probability": 4.149010200974157e-06 }, { "score": -0.9635608196258545, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 3.0303546252190972e-06 }, { "score": -0.9755129814147949, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 2.994350926084672e-06 }, { "score": -1.3047089576721191, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.1544414728953013e-06 }, { "score": -1.3193840980529785, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.", "probability": 2.123055601144268e-06 }, { "score": -1.5104870796203613, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser", "probability": 1.7537448058735754e-06 }, { "score": -1.518608570098877, "text": "This", "probability": 1.7395594651560705e-06 }, { "score": -1.951052188873291, "text": "FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 1.1288374315101565e-06 }, { "score": -2.2861266136169434, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser", "probability": 8.074403122850793e-07 }, { "score": -2.3627827167510986, "text": "by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 7.478579343196639e-07 }, { "score": -2.4602811336517334, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except", "probability": 6.783847573220807e-07 }, { "score": -2.4915127754211426, "text": "may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 6.575251234457651e-07 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.222761154174805, "probability": 0.9999950827357985 }, { "score": -0.17206501960754395, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 4.139932431894611e-06 }, { "score": -3.116692543029785, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.1785010236819192e-07 }, { "score": -3.179063081741333, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney", "probability": 2.0467772802717188e-07 }, { "score": -3.66573166847229, "text": "This", "probability": 1.2580940424828332e-07 }, { "score": -4.72072696685791, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 4.380608780200458e-08 }, { "score": -4.7685933113098145, "text": "Accepted and agreed to this", "probability": 4.175864326516013e-08 }, { "score": -5.169198989868164, "text": "This Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 2.797470686351664e-08 }, { "score": -5.494298458099365, "text": "This Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority conferred herein.\n\nThis Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 2.0210480518276668e-08 }, { "score": -5.873210906982422, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity", "probability": 1.3836207091021574e-08 }, { "score": -5.937229633331299, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.2978188389561609e-08 }, { "score": -6.246351718902588, "text": "FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 9.527173144014589e-09 }, { "score": -6.322000026702881, "text": "This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.\n\nThis Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority conferred herein.\n\nThis Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 8.833044439194825e-09 }, { "score": -6.326174259185791, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY", "probability": 8.796250105650903e-09 }, { "score": -6.5215911865234375, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund", "probability": 7.234842415373985e-09 }, { "score": -6.529768943786621, "text": "This", "probability": 7.175918889787378e-09 }, { "score": -6.56569242477417, "text": "Accepted and agreed to this January 1, 2004", "probability": 6.922710202537498e-09 }, { "score": -6.576704025268555, "text": "If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority conferred herein.\n\nThis Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 6.8468982549373665e-09 }, { "score": -6.6010518074035645, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust", "probability": 6.6822045669296224e-09 }, { "score": -6.642456531524658, "text": ".", "probability": 6.411179311545624e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Change Of Control": [ { "text": "", "score": 12.289239883422852, "probability": 0.9999828360209349 }, { "score": 1.2361769676208496, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.5838290823948894e-05 }, { "score": -2.082832098007202, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 5.73166752748155e-07 }, { "score": -3.129629611968994, "text": "This", "probability": 2.0121604416723185e-07 }, { "score": -4.12186336517334, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 7.46003668101564e-08 }, { "score": -4.387964248657227, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 5.7170872161534346e-08 }, { "score": -4.469180107116699, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement", "probability": 5.271123824694312e-08 }, { "score": -4.643147945404053, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.", "probability": 4.429451453518072e-08 }, { "score": -4.676403522491455, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 4.284569901265063e-08 }, { "score": -4.7034454345703125, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 4.1702594905857045e-08 }, { "score": -4.7922492027282715, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 3.815892161702749e-08 }, { "score": -4.91879415512085, "text": ".", "probability": 3.362314382864883e-08 }, { "score": -4.952587604522705, "text": "Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 3.250588613797141e-08 }, { "score": -4.962591648101807, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except", "probability": 3.2182317034760275e-08 }, { "score": -5.46005392074585, "text": "Investment Advisory Contract for such Fund.", "probability": 1.9569160215371364e-08 }, { "score": -5.523591995239258, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.", "probability": 1.836445116808795e-08 }, { "score": -5.6453728675842285, "text": "(ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.6258826358051634e-08 }, { "score": -5.656565189361572, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.6077866908954587e-08 }, { "score": -5.672693252563477, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 1.5820641901520685e-08 }, { "score": -5.69841194152832, "text": "as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.54189434536913e-08 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Anti-Assignment": [ { "text": "", "score": 12.046550750732422, "probability": 0.9999997950938151 }, { "score": -3.9889588356018066, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.0860919209818286e-07 }, { "score": -5.392867565155029, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 2.667821503712228e-08 }, { "score": -6.3564558029174805, "text": "Investment Advisory Contract for such Fund.", "probability": 1.0178310944926125e-08 }, { "score": -6.49644660949707, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 8.84867979168079e-09 }, { "score": -6.66145133972168, "text": "Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 7.502704395295206e-09 }, { "score": -6.895453453063965, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 5.937341226741059e-09 }, { "score": -7.201982021331787, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 4.369868250281414e-09 }, { "score": -7.275171756744385, "text": "This", "probability": 4.061462476196302e-09 }, { "score": -7.50056791305542, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund", "probability": 3.241859121752805e-09 }, { "score": -7.571782112121582, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 3.019021490711758e-09 }, { "score": -7.590458869934082, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.9631592441429484e-09 }, { "score": -7.627782344818115, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds.", "probability": 2.8546023073059937e-09 }, { "score": -7.7143096923828125, "text": ".", "probability": 2.6179856571620427e-09 }, { "score": -7.760364055633545, "text": "Investment Advisory Contract for such Fund", "probability": 2.5001502390143797e-09 }, { "score": -7.764165878295898, "text": "Adviser's Investment Advisory Contract for such Fund.", "probability": 2.4906631567057406e-09 }, { "score": -7.82329797744751, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc.", "probability": 2.347654873815176e-09 }, { "score": -7.845829010009766, "text": ". This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.2953512256406997e-09 }, { "score": -7.880822658538818, "text": "Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 2.216417653159728e-09 }, { "score": -7.900355339050293, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 2.1735451458260883e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Revenue/Profit Sharing": [ { "text": "", "score": 11.987887382507324, "probability": 0.9999951989126808 }, { "score": -2.551896572113037, "text": "Prime Cash Obligations Fund Federated Prime Cash Series Federated Hermes Prime Money Fund II Federated Institutional Prime Obligations Fund", "probability": 4.846742817131198e-07 }, { "score": -2.639500617980957, "text": "Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust Federated Michigan Intermediate Municipal Trust Federated Institutional Money Market Management Federated Mortgage Core Portfolio Federated Select Total Return Bond Fund (formerly Federated Mortgage Fund) Federated Mortgage Strategy Portfolio Federated Municipal Cash Series Federated Municipal High Yield Advantage Fund Federated Municipal Obligations Fund Federated Municipal Securities Fund, Inc.", "probability": 4.4402152250124005e-07 }, { "score": -2.7958662509918213, "text": "Federated Municipal Ultrashort Fund Federated New York Municipal Cash Trust Federated Ohio Municipal Income Fund Federated Pennsylvania Municipal Cash Trust Federated Pennsylvania Municipal Income Fund Federated Premier Intermediate Municipal Income Fund Federated Premier Municipal Income Fund Federated Prime Cash Obligations Fund Federated Prime Cash Series Federated Hermes Prime Money Fund II Federated Institutional Prime Obligations Fund", "probability": 3.7974782057260065e-07 }, { "score": -2.8189573287963867, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations", "probability": 3.710794996949872e-07 }, { "score": -2.95937180519104, "text": "Federated Prime Cash Series Federated Hermes Prime Money Fund II Federated Institutional Prime Obligations Fund", "probability": 3.2246733624631604e-07 }, { "score": -3.0841314792633057, "text": "Federated Prime Cash Obligations Fund Federated Prime Cash Series Federated Hermes Prime Money Fund II Federated Institutional Prime Obligations Fund", "probability": 2.846448247342649e-07 }, { "score": -3.1322319507598877, "text": "Federated Institutional Prime Value Obligations Fund", "probability": 2.712773427611131e-07 }, { "score": -3.1360995769500732, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund", "probability": 2.702301697476798e-07 }, { "score": -3.2188687324523926, "text": "Federated Institutional Prime Obligations Fund", "probability": 2.487640659288997e-07 }, { "score": -3.2758827209472656, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 2.349777743395597e-07 }, { "score": -3.2898240089416504, "text": "Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc.", "probability": 2.317246108498651e-07 }, { "score": -3.3367128372192383, "text": "Prime Cash Obligations Fund", "probability": 2.2111011074892787e-07 }, { "score": -3.5721817016601562, "text": "Prime Cash Obligations Fund Federated Prime Cash Series Federated Hermes Prime Money Fund II Federated Institutional Prime Obligations Fund\n\n\n\n\n\nFederated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations", "probability": 1.747212683186694e-07 }, { "score": -3.5806825160980225, "text": "Federated Municipal Ultrashort Fund Federated New York Municipal Cash Trust Federated Ohio Municipal Income Fund Federated Pennsylvania Municipal Cash Trust Federated Pennsylvania Municipal Income Fund Federated Premier Intermediate Municipal Income Fund Federated Premier Municipal Income Fund Federated Prime Cash Obligations Fund", "probability": 1.7324229040312794e-07 }, { "score": -3.7629811763763428, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund", "probability": 1.4437188091112516e-07 }, { "score": -3.7924225330352783, "text": "Federated Municipal Securities Fund, Inc. Federated Municipal Ultrashort Fund Federated New York Municipal Cash Trust Federated Ohio Municipal Income Fund Federated Pennsylvania Municipal Cash Trust Federated Pennsylvania Municipal Income Fund Federated Premier Intermediate Municipal Income Fund Federated Premier Municipal Income Fund Federated Prime Cash Obligations Fund Federated Prime Cash Series Federated Hermes Prime Money Fund II Federated Institutional Prime Obligations Fund", "probability": 1.4018333761798477e-07 }, { "score": -3.8146843910217285, "text": "Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust Federated Michigan Intermediate Municipal Trust Federated Institutional Money Market Management Federated Mortgage Core Portfolio Federated Select Total Return Bond Fund (formerly Federated Mortgage Fund) Federated Mortgage Strategy Portfolio Federated Municipal Cash Series Federated Municipal High Yield Advantage Fund Federated Municipal Obligations Fund Federated Municipal Securities Fund, Inc.", "probability": 1.370970764765297e-07 }, { "score": -3.8161511421203613, "text": "Federated Municipal Ultrashort Fund Federated New York Municipal Cash Trust Federated Ohio Municipal Income Fund Federated Pennsylvania Municipal Cash Trust Federated Pennsylvania Municipal Income Fund Federated Premier Intermediate Municipal Income Fund Federated Premier Municipal Income Fund Federated Prime Cash Obligations Fund Federated Prime Cash Series Federated Hermes Prime Money Fund II Federated Institutional Prime Obligations Fund\n\n\n\n\n\nFederated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations", "probability": 1.3689613658941299e-07 }, { "score": -3.868947744369507, "text": "Federated Prime Cash Obligations Fund", "probability": 1.298559694536373e-07 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Price Restrictions": [ { "text": "", "score": 11.950589179992676, "probability": 0.9999998208051045 }, { "score": -5.312110900878906, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 3.1834976550695565e-08 }, { "score": -5.341885089874268, "text": "2-5 Years", "probability": 3.090108782215619e-08 }, { "score": -5.613128662109375, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 2.355994008384063e-08 }, { "score": -6.401658058166504, "text": "High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 1.0708292267436109e-08 }, { "score": -6.477969646453857, "text": "5 Years", "probability": 9.921526904781144e-09 }, { "score": -6.5057854652404785, "text": "High Yield Portfolio", "probability": 9.649354409262065e-09 }, { "score": -6.5889668464660645, "text": ": 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 8.879183737201828e-09 }, { "score": -6.602065086364746, "text": "Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 8.763640417484703e-09 }, { "score": -6.725682735443115, "text": "3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 7.744583860301075e-09 }, { "score": -6.984838485717773, "text": "1-3 Years", "probability": 5.976517210582621e-09 }, { "score": -7.1427693367004395, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 5.103400800136345e-09 }, { "score": -7.417746067047119, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 3.876491184984034e-09 }, { "score": -7.433389186859131, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years Federated U.S. Treasury Cash Reserves Federated Ultrashort Bond Fund Federated Unconstrained Bond Fund Federated Virginia Municipal Cash Trust High Yield Bond Portfolio Short Fixed Income Fund\n\nAS - Federated High Yield Bond Fund AS - Federated High Yield Portfolio BB&T Funds Prime Money Market Chesapeake Investors Gartmore- Federated GVIT High Income Great West- Maxim Federated Bond Fund IDEX Federated Tax Exempt ONatl - High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 3.816322608024915e-09 }, { "score": -7.463163375854492, "text": "2-5 Years Federated U.S. Treasury Cash Reserves Federated Ultrashort Bond Fund Federated Unconstrained Bond Fund Federated Virginia Municipal Cash Trust High Yield Bond Portfolio Short Fixed Income Fund\n\nAS - Federated High Yield Bond Fund AS - Federated High Yield Portfolio BB&T Funds Prime Money Market Chesapeake Investors Gartmore- Federated GVIT High Income Great West- Maxim Federated Bond Fund IDEX Federated Tax Exempt ONatl - High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 3.704369622527064e-09 }, { "score": -7.51223611831665, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 3.526974281873754e-09 }, { "score": -7.589587211608887, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund", "probability": 3.2644433761239186e-09 }, { "score": -7.773170471191406, "text": "Accepted and agreed to this", "probability": 2.716939346703764e-09 }, { "score": -7.802400588989258, "text": "Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 2.6386723390075214e-09 }, { "score": -7.814024448394775, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities", "probability": 2.6081783549598253e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Minimum Commitment": [ { "text": "", "score": 12.107002258300781, "probability": 0.9999932437692466 }, { "score": -0.4477875232696533, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 3.5279396081977875e-06 }, { "score": -1.7735066413879395, "text": "2-5 Years", "probability": 9.370626862402456e-07 }, { "score": -1.8085947036743164, "text": "1-3 Years", "probability": 9.047531270692013e-07 }, { "score": -2.916320323944092, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 2.988484230258158e-07 }, { "score": -3.3228514194488525, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.9902001607209648e-07 }, { "score": -3.632199764251709, "text": "Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.460657785324847e-07 }, { "score": -3.9529175758361816, "text": ": 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.05989416687411e-07 }, { "score": -3.977137565612793, "text": "3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.03453191749435e-07 }, { "score": -4.075669288635254, "text": "Prime Money Fund II Federated Institutional Prime Obligations Fund\n\n\n\n\n\nFederated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 9.374586280125389e-08 }, { "score": -4.229121208190918, "text": "5 Years", "probability": 8.040976420936475e-08 }, { "score": -4.41104793548584, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years Federated U.S. Treasury Cash Reserves", "probability": 6.703459885388526e-08 }, { "score": -4.683658599853516, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years", "probability": 5.1039417305268406e-08 }, { "score": -4.696505069732666, "text": ": 2-5 Years", "probability": 5.0387934554562734e-08 }, { "score": -4.74744176864624, "text": "Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 4.788561057462088e-08 }, { "score": -5.117574691772461, "text": "This", "probability": 3.3071838863031455e-08 }, { "score": -5.257752418518066, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years Federated U.S. Treasury Cash Reserves Federated Ultrashort Bond Fund Federated Unconstrained Bond Fund Federated Virginia Municipal Cash Trust High Yield Bond Portfolio Short Fixed Income Fund", "probability": 2.8746166058789875e-08 }, { "score": -5.313724517822266, "text": ": 1-3 Years", "probability": 2.7181383384319706e-08 }, { "score": -5.318016052246094, "text": "1-3 Years Federated U.S. Government Securities Fund:", "probability": 2.7064983487567834e-08 }, { "score": -5.337944984436035, "text": "3 Years", "probability": 2.6530946336840714e-08 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Volume Restriction": [ { "text": "", "score": 12.037054061889648, "probability": 0.9999789665043899 }, { "score": 1.1976429224014282, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 1.9610759795363622e-05 }, { "score": -1.9758257865905762, "text": "This", "probability": 8.20870165256047e-07 }, { "score": -3.094789505004883, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney", "probability": 2.6811104355951985e-07 }, { "score": -4.574606895446777, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately", "probability": 6.10433242628087e-08 }, { "score": -5.165753364562988, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 3.3799208220207904e-08 }, { "score": -5.487003326416016, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart original of this Limited Power of Attorney and solely for the convenience of the parties hereto,", "probability": 2.4512603526347033e-08 }, { "score": -5.527580261230469, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall", "probability": 2.353786686130454e-08 }, { "score": -5.576164245605469, "text": "2-5 Years", "probability": 2.2421638470655605e-08 }, { "score": -5.602024078369141, "text": "This Limited Power of Attorney shall", "probability": 2.1849251463050125e-08 }, { "score": -5.667690277099609, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 2.046058728647548e-08 }, { "score": -5.721487522125244, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 1.9388948120259652e-08 }, { "score": -5.7232818603515625, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and", "probability": 1.935418898362917e-08 }, { "score": -5.975727081298828, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 1.503624560512989e-08 }, { "score": -6.091643333435059, "text": "1-3 Years", "probability": 1.3390525543735436e-08 }, { "score": -6.109108924865723, "text": "This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.\n\nThis Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority conferred herein.\n\nThis Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 1.315868262593588e-08 }, { "score": -6.205038070678711, "text": "If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority conferred herein.\n\nThis Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 1.1955036698928894e-08 }, { "score": -6.231619358062744, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 1.1641442762343147e-08 }, { "score": -6.234179496765137, "text": "This Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 1.1611677172452663e-08 }, { "score": -6.325961589813232, "text": ".", "probability": 1.0593378663217359e-08 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Ip Ownership Assignment": [ { "text": "", "score": 12.280447959899902, "probability": 0.9999999735661163 }, { "score": -6.313446044921875, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 8.40958230001987e-09 }, { "score": -6.806946277618408, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 5.1339306429278945e-09 }, { "score": -7.80742073059082, "text": "hereinafter referred to as the \"Investment Advisory Contract\").\n\nThe Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 1.887771664548162e-09 }, { "score": -8.159850120544434, "text": ".", "probability": 1.327062336915064e-09 }, { "score": -8.305641174316406, "text": ".", "probability": 1.1470307837699735e-09 }, { "score": -8.516183853149414, "text": "Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust", "probability": 9.292606560198738e-10 }, { "score": -8.640716552734375, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 8.204529590724903e-10 }, { "score": -8.775899887084961, "text": "Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust", "probability": 7.167113952693542e-10 }, { "score": -8.8688325881958, "text": "assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Services Agreement\"), may deem necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser's investment advisory or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Investment Advisory Contract\").\n\nThe Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 6.531067168351868e-10 }, { "score": -8.931144714355469, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 6.136522595835979e-10 }, { "score": -8.940998077392578, "text": "Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust", "probability": 6.076354128595388e-10 }, { "score": -8.942312240600586, "text": "Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust", "probability": 6.068374052270595e-10 }, { "score": -9.048727035522461, "text": "Massachusetts Municipal Cash Trust", "probability": 5.455781696402334e-10 }, { "score": -9.069549560546875, "text": "Investment Advisory Contract\").\n\nThe Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 5.343353130988773e-10 }, { "score": -9.1181058883667, "text": "Investment Advisory Contract\").\n\nThe Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 5.090097854549286e-10 }, { "score": -9.125863075256348, "text": "Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust", "probability": 5.050765764621511e-10 }, { "score": -9.142450332641602, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund", "probability": 4.967678413555619e-10 }, { "score": -9.143627166748047, "text": "Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust", "probability": 4.961835718784248e-10 }, { "score": -9.148244857788086, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund", "probability": 4.938976313897414e-10 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Joint Ip Ownership": [ { "text": "", "score": 12.179218292236328, "probability": 0.9746449013679803 }, { "score": 8.300509452819824, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds.", "probability": 0.02015322573164274 }, { "score": 6.5377726554870605, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds.", "probability": 0.003457782764627127 }, { "score": 5.176889896392822, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds", "probability": 0.0008866941280145808 }, { "score": 5.0042219161987305, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds", "probability": 0.0007460794559727954 }, { "score": 2.0768628120422363, "text": "The", "probability": 3.994378136807905e-05 }, { "score": 1.2570767402648926, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.75962696512404e-05 }, { "score": 1.19081449508667, "text": "The", "probability": 1.6468091872910157e-05 }, { "score": 0.5731687545776367, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 8.879799183324296e-06 }, { "score": -0.25861215591430664, "text": "Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds.", "probability": 3.865140494246493e-06 }, { "score": -0.2843503952026367, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 3.766927914502586e-06 }, { "score": -0.327986478805542, "text": "joint undertaking or appointment by and among any or all of the Funds.", "probability": 3.6060886513310646e-06 }, { "score": -0.5056304931640625, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 3.0191631626153388e-06 }, { "score": -0.6164036989212036, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds.", "probability": 2.702578963414192e-06 }, { "score": -0.6240386962890625, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 2.6820233510196033e-06 }, { "score": -1.0190174579620361, "text": "execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds.", "probability": 1.8068639707416635e-06 }, { "score": -1.0193982124328613, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds", "probability": 1.806176130164128e-06 }, { "score": -1.039852499961853, "text": "Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds.", "probability": 1.7696073533624395e-06 }, { "score": -1.0710601806640625, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This", "probability": 1.715234844850875e-06 }, { "score": -1.0865890979766846, "text": ".", "probability": 1.6888048504965286e-06 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__License Grant": [ { "text": "", "score": 11.800758361816406, "probability": 0.9999998937303378 }, { "score": -6.054752826690674, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for", "probability": 1.7597459449590986e-08 }, { "score": -6.575701713562012, "text": "High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 1.0452128640244482e-08 }, { "score": -6.872879505157471, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund", "probability": 7.765010926156393e-09 }, { "score": -6.959991455078125, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for", "probability": 7.117210847558173e-09 }, { "score": -7.043734550476074, "text": "High Yield Portfolio", "probability": 6.545467454193967e-09 }, { "score": -7.104152202606201, "text": "Accepted and agreed to this", "probability": 6.161715113168632e-09 }, { "score": -7.190367221832275, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund", "probability": 5.652738664091147e-09 }, { "score": -7.20621919631958, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund", "probability": 5.563838081496323e-09 }, { "score": -7.257517337799072, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund", "probability": 5.2856205574706056e-09 }, { "score": -7.444294452667236, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund", "probability": 4.385102129457177e-09 }, { "score": -7.491714954376221, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund", "probability": 4.182011765980187e-09 }, { "score": -7.610527038574219, "text": "Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 3.7135204323233016e-09 }, { "score": -7.632010459899902, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund", "probability": 3.6345921685191373e-09 }, { "score": -7.6545915603637695, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund", "probability": 3.5534387922421176e-09 }, { "score": -7.704201698303223, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust", "probability": 3.381453580859384e-09 }, { "score": -7.778118133544922, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund", "probability": 3.1405226506336706e-09 }, { "score": -7.919081211090088, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund", "probability": 2.7276110634568585e-09 }, { "score": -7.927103519439697, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund", "probability": 2.705816863229998e-09 }, { "score": -7.927626132965088, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio", "probability": 2.7044031361886576e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Non-Transferable License": [ { "text": "", "score": 12.002236366271973, "probability": 0.999999840403759 }, { "score": -4.977905750274658, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 4.2229691378277316e-08 }, { "score": -5.245039939880371, "text": "Accepted and agreed to this January 1, 2004", "probability": 3.232979889058257e-08 }, { "score": -5.334278106689453, "text": "Accepted and agreed to this", "probability": 2.9569730042637196e-08 }, { "score": -6.788969993591309, "text": "January 1, 2004", "probability": 6.903712549008733e-09 }, { "score": -6.932896137237549, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 5.978281630087545e-09 }, { "score": -7.184759616851807, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 4.647222336960792e-09 }, { "score": -7.250176906585693, "text": "Accepted and agreed to", "probability": 4.352944029147747e-09 }, { "score": -7.334884166717529, "text": "Accepted and agreed to this January 1,", "probability": 3.999403177492127e-09 }, { "score": -7.4927778244018555, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 3.415252697675859e-09 }, { "score": -7.541713237762451, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY", "probability": 3.2521492104842954e-09 }, { "score": -7.552493095397949, "text": "Accepted", "probability": 3.2172797863668784e-09 }, { "score": -7.623838901519775, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 2.995737393844379e-09 }, { "score": -7.678908348083496, "text": "Accept", "probability": 2.8352240470380826e-09 }, { "score": -7.718185901641846, "text": "Accepted and agreed to this January", "probability": 2.7260220157065082e-09 }, { "score": -7.813706874847412, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 2.4776794989214002e-09 }, { "score": -7.856070518493652, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc.", "probability": 2.374908220131002e-09 }, { "score": -7.921916484832764, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1.", "probability": 2.2235673625683592e-09 }, { "score": -8.000051498413086, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.0564430439169333e-09 }, { "score": -8.022300720214844, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1.", "probability": 2.011194030786355e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Affiliate License-Licensor": [ { "text": "", "score": 12.077898979187012, "probability": 0.9999998863534632 }, { "score": -5.648431777954102, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 2.002406832259089e-08 }, { "score": -5.902483940124512, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 1.5531695453376885e-08 }, { "score": -6.519035339355469, "text": "High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 8.384052628031407e-09 }, { "score": -6.617902755737305, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations", "probability": 7.594801411026088e-09 }, { "score": -6.636578559875488, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities", "probability": 7.45427865943452e-09 }, { "score": -6.857218265533447, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities", "probability": 5.97837312682637e-09 }, { "score": -6.871954917907715, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations", "probability": 5.890917901626073e-09 }, { "score": -6.890630722045898, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities", "probability": 5.78192124086616e-09 }, { "score": -7.111270427703857, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities", "probability": 4.6371331348167e-09 }, { "score": -7.122284889221191, "text": "High Yield Portfolio", "probability": 4.586337865156184e-09 }, { "score": -7.185708045959473, "text": "Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 4.304490147172243e-09 }, { "score": -7.295964241027832, "text": "Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 3.855121419260919e-09 }, { "score": -7.341894626617432, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 3.6820590401818146e-09 }, { "score": -7.410353183746338, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund", "probability": 3.4384251466942262e-09 }, { "score": -7.56452751159668, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 2.9471518591700675e-09 }, { "score": -7.664405345916748, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund", "probability": 2.6670190771091773e-09 }, { "score": -7.743862152099609, "text": "ONatl - High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 2.463306595771778e-09 }, { "score": -7.805971622467041, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust", "probability": 2.314966280204715e-09 }, { "score": -7.8984808921813965, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust", "probability": 2.1104176196987867e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Affiliate License-Licensee": [ { "text": "", "score": 12.227639198303223, "probability": 0.9999999796539156 }, { "score": -7.597265243530273, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 2.4555760437636363e-09 }, { "score": -7.6878814697265625, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 2.2428449984277365e-09 }, { "score": -7.831646919250488, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities", "probability": 1.9425075675808916e-09 }, { "score": -8.342984199523926, "text": "Accepted and agreed to this", "probability": 1.164908355099993e-09 }, { "score": -8.37834358215332, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund", "probability": 1.1244376411496164e-09 }, { "score": -8.417069435119629, "text": ".", "probability": 1.081725209878391e-09 }, { "score": -8.459628105163574, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities", "probability": 1.0366543051232503e-09 }, { "score": -8.502660751342773, "text": "High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 9.929905485630358e-10 }, { "score": -8.567999839782715, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund", "probability": 9.301836664886165e-10 }, { "score": -8.58938980102539, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund", "probability": 9.104983584484538e-10 }, { "score": -8.664629936218262, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund", "probability": 8.445061013767243e-10 }, { "score": -8.673097610473633, "text": ".", "probability": 8.373852897081079e-10 }, { "score": -8.681351661682129, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust", "probability": 8.305019155868039e-10 }, { "score": -8.824700355529785, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U", "probability": 7.195899542188681e-10 }, { "score": -8.850631713867188, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund", "probability": 7.011698703392547e-10 }, { "score": -8.863678932189941, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund", "probability": 6.920809752917136e-10 }, { "score": -8.970531463623047, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund", "probability": 6.2194423455036e-10 }, { "score": -8.97931957244873, "text": "High Income Bond Portfolio SA", "probability": 6.165024673773353e-10 }, { "score": -9.00632381439209, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund", "probability": 6.000770615509146e-10 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.721359252929688, "probability": 0.9999999334059382 }, { "score": -6.515856742858887, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 1.2013725340703163e-08 }, { "score": -6.663480281829834, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 1.0364911791168524e-08 }, { "score": -6.793033123016357, "text": "Accepted and agreed to this", "probability": 9.105452358806162e-09 }, { "score": -7.523595333099365, "text": "Accepted and agreed to this January 1, 2004", "probability": 4.385533066417485e-09 }, { "score": -7.679927825927734, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 3.750835786296933e-09 }, { "score": -7.927276611328125, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to", "probability": 2.928908728653235e-09 }, { "score": -8.015491485595703, "text": ".", "probability": 2.681603755640627e-09 }, { "score": -8.05707836151123, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"", "probability": 2.572371293804136e-09 }, { "score": -8.355042457580566, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser", "probability": 1.9095432165960007e-09 }, { "score": -8.378893852233887, "text": ".", "probability": 1.8645368140807056e-09 }, { "score": -8.380485534667969, "text": "2-5 Years", "probability": 1.861571424191589e-09 }, { "score": -8.397664070129395, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.829865464150651e-09 }, { "score": -8.405492782592773, "text": "Accepted and agreed to", "probability": 1.8155959026124899e-09 }, { "score": -8.414587020874023, "text": "This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney.", "probability": 1.7991592933547906e-09 }, { "score": -8.534647941589355, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY", "probability": 1.5956139372825225e-09 }, { "score": -8.55353832244873, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.5657550926892963e-09 }, { "score": -8.574262619018555, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts", "probability": 1.5336398521180018e-09 }, { "score": -8.581018447875977, "text": "Schedule 1 to", "probability": 1.5233137636659247e-09 }, { "score": -8.601705551147461, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSche", "probability": 1.492124534221516e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.099761962890625, "probability": 0.9999999325189205 }, { "score": -6.267053604125977, "text": "Accepted and agreed to this", "probability": 1.0553422368636025e-08 }, { "score": -6.27699089050293, "text": "Accepted and agreed to this January 1, 2004", "probability": 1.0449069340000971e-08 }, { "score": -6.564091682434082, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 7.841358709583758e-09 }, { "score": -6.973471641540527, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 5.207147312557521e-09 }, { "score": -6.980144500732422, "text": "2-5 Years", "probability": 5.1725164237724966e-09 }, { "score": -7.052401542663574, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 4.811949309690326e-09 }, { "score": -7.620412826538086, "text": "Accepted and agreed to", "probability": 2.726696982160789e-09 }, { "score": -7.785078048706055, "text": "Federated U.S. Government Securities Fund: 2-5 Years", "probability": 2.312723323043674e-09 }, { "score": -7.914449691772461, "text": "Accepted and agreed to this January 1,", "probability": 2.0320682460407867e-09 }, { "score": -7.938137054443359, "text": "January 1, 2004", "probability": 1.984499521517981e-09 }, { "score": -7.9481611251831055, "text": "Accepted", "probability": 1.964706128855095e-09 }, { "score": -8.00365161895752, "text": ": 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.8586532895693896e-09 }, { "score": -8.03579330444336, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years", "probability": 1.7998629122331651e-09 }, { "score": -8.070040702819824, "text": "Accept", "probability": 1.7392658584377318e-09 }, { "score": -8.132624626159668, "text": "Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.6337519514481348e-09 }, { "score": -8.311239242553711, "text": "Years", "probability": 1.366516176223982e-09 }, { "score": -8.315260887145996, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 1.3610315697946565e-09 }, { "score": -8.331693649291992, "text": "Accepted and agreed to this January", "probability": 1.3388488228129785e-09 }, { "score": -8.34058952331543, "text": "Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 1.3269914115633067e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Source Code Escrow": [ { "text": "", "score": 12.257749557495117, "probability": 0.9999999774554692 }, { "score": -7.518507957458496, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund", "probability": 2.5779855501733133e-09 }, { "score": -7.899838447570801, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 1.7606407571139986e-09 }, { "score": -7.951864242553711, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 1.671383980991155e-09 }, { "score": -7.962729454040527, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities", "probability": 1.6533223400217634e-09 }, { "score": -7.978415489196777, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 1.6275906096940114e-09 }, { "score": -8.105663299560547, "text": "such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Investment Advisory Contract\").\n\nThe Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 1.4331186694941133e-09 }, { "score": -8.13726806640625, "text": "(such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Investment Advisory Contract\").\n\nThe Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 1.388533550363985e-09 }, { "score": -8.197980880737305, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund", "probability": 1.3067398564690228e-09 }, { "score": -8.330062866210938, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.1450558243354279e-09 }, { "score": -8.517807960510254, "text": ".", "probability": 9.49051984577274e-10 }, { "score": -8.590797424316406, "text": "Short Fixed Income Fund", "probability": 8.822488080961542e-10 }, { "score": -8.610803604125977, "text": "such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Investment Advisory Contract\").", "probability": 8.647737670686016e-10 }, { "score": -8.63133716583252, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 8.471979461941419e-10 }, { "score": -8.642202377319336, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities", "probability": 8.380427877696307e-10 }, { "score": -8.64240837097168, "text": "(such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Investment Advisory Contract\").", "probability": 8.378701740542328e-10 }, { "score": -8.760496139526367, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund", "probability": 7.445465656417314e-10 }, { "score": -8.850902557373047, "text": "Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund", "probability": 6.801878285711624e-10 }, { "score": -8.85812759399414, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust", "probability": 6.752911572164161e-10 }, { "score": -8.879594802856445, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust", "probability": 6.609490343574124e-10 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Post-Termination Services": [ { "text": "", "score": 12.359703063964844, "probability": 0.9997326338186572 }, { "score": 3.833672523498535, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 0.00019818731435178067 }, { "score": 2.695136785507202, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 6.347695188536113e-05 }, { "score": -0.7301878929138184, "text": "This", "probability": 2.065458424590393e-06 }, { "score": -1.2649712562561035, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement", "probability": 1.2099376578136626e-06 }, { "score": -1.7860221862792969, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.", "probability": 7.185772279935092e-07 }, { "score": -2.95589542388916, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except", "probability": 2.2305088898719302e-07 }, { "score": -3.433457374572754, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory", "probability": 1.383570961874911e-07 }, { "score": -3.469480514526367, "text": "Investment Advisory Contract for such Fund.", "probability": 1.3346174153753396e-07 }, { "score": -3.4745216369628906, "text": "Adviser's Investment Advisory Contract for such Fund.", "probability": 1.3279063753779193e-07 }, { "score": -3.57939076423645, "text": "Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.1957031481430363e-07 }, { "score": -3.5795462131500244, "text": "Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.1955172918336551e-07 }, { "score": -3.604681968688965, "text": "upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.165841584530542e-07 }, { "score": -3.638225555419922, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such", "probability": 1.1273836899975611e-07 }, { "score": -3.687490224838257, "text": "Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.0731893975402145e-07 }, { "score": -3.7095601558685303, "text": "cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.0497636348847598e-07 }, { "score": -3.7390546798706055, "text": "termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.019253508749287e-07 }, { "score": -3.7590112686157227, "text": "any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 9.991143089038069e-08 }, { "score": -3.7663745880126953, "text": "as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 9.917845300022647e-08 }, { "score": -3.7729716300964355, "text": "the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 9.852632200490626e-08 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Audit Rights": [ { "text": "", "score": 12.23895263671875, "probability": 0.9999971415033162 }, { "score": -0.5847978591918945, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 2.6959676765093194e-06 }, { "score": -5.097195148468018, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 2.95804950543192e-08 }, { "score": -5.261782169342041, "text": "The", "probability": 2.5091475636635736e-08 }, { "score": -5.734492301940918, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 1.5639785806486897e-08 }, { "score": -5.925929546356201, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior", "probability": 1.2914888528828648e-08 }, { "score": -6.022675514221191, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 1.1723962537859158e-08 }, { "score": -6.127528190612793, "text": "written notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 1.0556926144611097e-08 }, { "score": -6.172955513000488, "text": ".", "probability": 1.0088083025225115e-08 }, { "score": -6.546367168426514, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This", "probability": 6.944452735381628e-09 }, { "score": -6.713138103485107, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except", "probability": 5.877739435475879e-09 }, { "score": -6.876107692718506, "text": "no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 4.993827495990524e-09 }, { "score": -6.972203254699707, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and", "probability": 4.536279066033532e-09 }, { "score": -7.0313897132873535, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n", "probability": 4.275583688710684e-09 }, { "score": -7.139555931091309, "text": "hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 3.8372440385459034e-09 }, { "score": -7.214902877807617, "text": "agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 3.558743253716633e-09 }, { "score": -7.26322603225708, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 3.3908624852809004e-09 }, { "score": -7.283469200134277, "text": ".\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 3.3229107860251867e-09 }, { "score": -7.299034595489502, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund", "probability": 3.2715888254070327e-09 }, { "score": -7.411303520202637, "text": "Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 2.924158717965316e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Uncapped Liability": [ { "score": 12.593820571899414, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 0.5665341083366007 }, { "text": "", "score": 12.324156761169434, "probability": 0.43262594090018686 }, { "score": 5.145018577575684, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder", "probability": 0.0003298013726565834 }, { "score": 3.9048104286193848, "text": "Li", "probability": 9.541944877556317e-05 }, { "score": 3.8636555671691895, "text": "expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 9.157218439897189e-05 }, { "score": 3.7150115966796875, "text": "ability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 7.892386008377588e-05 }, { "score": 3.5388147830963135, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 6.61739431680253e-05 }, { "score": 3.5183064937591553, "text": ".", "probability": 6.483065019637985e-05 }, { "score": 1.8884978294372559, "text": "shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 1.27046723078984e-05 }, { "score": 1.869170904159546, "text": "for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 1.2461487631247735e-05 }, { "score": 1.8506174087524414, "text": "assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 1.2232415096962746e-05 }, { "score": 1.8193202018737793, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only", "probability": 1.1855503575357563e-05 }, { "score": 1.7605767250061035, "text": "Liability for", "probability": 1.117913081012288e-05 }, { "score": 1.6926751136779785, "text": "(i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 1.0445247688339413e-05 }, { "score": 1.4599473476409912, "text": "(ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 8.27649311852302e-06 }, { "score": 1.3572187423706055, "text": "or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 7.468474317601097e-06 }, { "score": 1.3484406471252441, "text": "Liability", "probability": 7.403202240087848e-06 }, { "score": 1.3357315063476562, "text": "limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 7.309709266723355e-06 }, { "score": 1.1329383850097656, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall", "probability": 5.967991147895016e-06 }, { "score": 1.1257047653198242, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was", "probability": 5.9249767321421e-06 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Cap On Liability": [ { "score": 12.75061321258545, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 0.6460580117408651 }, { "text": "", "score": 12.143754959106445, "probability": 0.35214078313552394 }, { "score": 5.927517890930176, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder", "probability": 0.0007031352468145833 }, { "score": 5.5704755783081055, "text": "hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 0.0004920138890704949 }, { "score": 4.893360137939453, "text": "ability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 0.00024998264752250344 }, { "score": 3.9426651000976562, "text": "Li", "probability": 9.661137304770026e-05 }, { "score": 3.697896718978882, "text": "The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 7.56356767523747e-05 }, { "score": 3.6001369953155518, "text": ".", "probability": 6.859148234250267e-05 }, { "score": 2.1014320850372314, "text": "shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 1.5324662406516335e-05 }, { "score": 2.0410945415496826, "text": "for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 1.4427352862620502e-05 }, { "score": 1.8251538276672363, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked.", "probability": 1.1625316713461832e-05 }, { "score": 1.7383904457092285, "text": "limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 1.065918341745104e-05 }, { "score": 1.6189522743225098, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was", "probability": 9.459160546087328e-06 }, { "score": 1.4817793369293213, "text": "be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 8.246680077711347e-06 }, { "score": 1.470731258392334, "text": "(ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 8.156071555217809e-06 }, { "score": 1.4692046642303467, "text": "or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 8.143630042983068e-06 }, { "score": 1.4636950492858887, "text": "assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 8.098885153939856e-06 }, { "score": 1.4074769020080566, "text": "under for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 7.656142521297733e-06 }, { "score": 1.3143768310546875, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only", "probability": 6.975529219959782e-06 }, { "score": 1.2379374504089355, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC", "probability": 6.462193543743134e-06 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Liquidated Damages": [ { "text": "", "score": 12.094700813293457, "probability": 0.999999720347376 }, { "score": -4.230458736419678, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 8.12967473355511e-08 }, { "score": -5.136869430541992, "text": "2-5 Years", "probability": 3.2841577306102326e-08 }, { "score": -5.278585910797119, "text": "Federated U.S. Government Securities Fund: 2-5 Years", "probability": 2.850213033858024e-08 }, { "score": -5.385251045227051, "text": ": 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 2.5618473152543937e-08 }, { "score": -5.711463928222656, "text": "1-3 Years", "probability": 1.8487610698687916e-08 }, { "score": -5.9228410720825195, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 1.4965142626304838e-08 }, { "score": -6.26312780380249, "text": ": 2-5 Years", "probability": 1.064869064214691e-08 }, { "score": -6.358907222747803, "text": "3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 9.676086392597228e-09 }, { "score": -6.371690273284912, "text": "5 Years", "probability": 9.553183700487201e-09 }, { "score": -6.437621593475342, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 8.943644340971165e-09 }, { "score": -6.531402111053467, "text": "Accepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 8.143032331534867e-09 }, { "score": -6.727263927459717, "text": "Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 6.694597223492013e-09 }, { "score": -6.8662567138671875, "text": ": 1-3 Years", "probability": 5.82586816840906e-09 }, { "score": -7.026761054992676, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.\n\nThis Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 4.961974216214976e-09 }, { "score": -7.37260627746582, "text": "Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.\n\nThis Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 3.5112021317996867e-09 }, { "score": -7.399098873138428, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 3.41940264584723e-09 }, { "score": -7.783140182495117, "text": "1-3 Years Federated U.S. Government Securities Fund:", "probability": 2.3289663941767736e-09 }, { "score": -7.839912414550781, "text": "3 Years", "probability": 2.2004289738044834e-09 }, { "score": -7.91862678527832, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years", "probability": 2.0338650711440217e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Warranty Duration": [ { "text": "", "score": 11.851907730102539, "probability": 0.9999978532872728 }, { "score": -2.1361727714538574, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 8.414976228029869e-07 }, { "score": -2.211852788925171, "text": "2-5 Years", "probability": 7.801632332634339e-07 }, { "score": -3.7916183471679688, "text": "1-3 Years", "probability": 1.607318764340219e-07 }, { "score": -4.517985820770264, "text": "5 Years", "probability": 7.774001663126979e-08 }, { "score": -4.740956783294678, "text": "3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 6.220274787563373e-08 }, { "score": -5.11568021774292, "text": ": 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 4.2763106893221506e-08 }, { "score": -5.207949161529541, "text": ": 2-5 Years", "probability": 3.899396141385861e-08 }, { "score": -5.329497814178467, "text": "Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 3.4531023296121154e-08 }, { "score": -5.558808326721191, "text": "Years", "probability": 2.7454981678648022e-08 }, { "score": -5.869385242462158, "text": "Federated U.S. Government Securities Fund: 2-5 Years", "probability": 2.012515887466347e-08 }, { "score": -6.396402359008789, "text": "3 Years", "probability": 1.1881155827987081e-08 }, { "score": -6.771125793457031, "text": ": 1-3 Years", "probability": 8.168049709042806e-09 }, { "score": -6.878593444824219, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 7.3357709762260005e-09 }, { "score": -6.984943389892578, "text": "Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years", "probability": 6.595664704417008e-09 }, { "score": -7.001586437225342, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years Federated U.S. Treasury Cash Reserves Federated Ultrashort Bond Fund Federated Unconstrained Bond Fund Federated Virginia Municipal Cash Trust High Yield Bond Portfolio Short Fixed Income Fund\n\nAS - Federated High Yield Bond Fund AS - Federated High Yield Portfolio BB&T Funds Prime Money Market Chesapeake Investors Gartmore- Federated GVIT High Income Great West- Maxim Federated Bond Fund IDEX Federated Tax Exempt ONatl - High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 6.4868011678862785e-09 }, { "score": -7.077266216278076, "text": "2-5 Years Federated U.S. Treasury Cash Reserves Federated Ultrashort Bond Fund Federated Unconstrained Bond Fund Federated Virginia Municipal Cash Trust High Yield Bond Portfolio Short Fixed Income Fund\n\nAS - Federated High Yield Bond Fund AS - Federated High Yield Portfolio BB&T Funds Prime Money Market Chesapeake Investors Gartmore- Federated GVIT High Income Great West- Maxim Federated Bond Fund IDEX Federated Tax Exempt ONatl - High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 6.013997950936894e-09 }, { "score": -7.2654709815979, "text": "1-3 Years Federated U.S. Government Securities Fund:", "probability": 4.982266851490766e-09 }, { "score": -7.325134754180908, "text": "1-3 Years Federated U.S. Government Securities Fund: 2-5 Years Federated U.S. Treasury Cash Reserves", "probability": 4.693700102969193e-09 }, { "score": -7.400814533233643, "text": "2-5 Years Federated U.S. Treasury Cash Reserves", "probability": 4.351590571530816e-09 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Insurance": [ { "text": "", "score": 12.167003631591797, "probability": 0.9999999860786186 }, { "score": -8.129791259765625, "text": "High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio", "probability": 1.531841998203252e-09 }, { "score": -8.42020034790039, "text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 1.1457527488016206e-09 }, { "score": -8.569293975830078, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc.", "probability": 9.870527616450148e-10 }, { "score": -8.577345848083496, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 9.79137049817414e-10 }, { "score": -8.628047943115234, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof.", "probability": 9.307302818487778e-10 }, { "score": -8.656498908996582, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years Federated U.S. Treasury Cash Reserves Federated Ultrashort Bond Fund Federated Unconstrained Bond Fund Federated Virginia Municipal Cash Trust High Yield Bond Portfolio Short Fixed Income Fund", "probability": 9.046232524765096e-10 }, { "score": -8.759905815124512, "text": ".", "probability": 8.157530344467108e-10 }, { "score": -8.879343032836914, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund", "probability": 7.239153296709408e-10 }, { "score": -8.965415954589844, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund", "probability": 6.642120931216975e-10 }, { "score": -8.982646942138672, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund", "probability": 6.528651034825317e-10 }, { "score": -9.031633377075195, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc.", "probability": 6.216542644970914e-10 }, { "score": -9.112227439880371, "text": "The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "probability": 5.735184061846185e-10 }, { "score": -9.133397102355957, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund", "probability": 5.615048254848685e-10 }, { "score": -9.197454452514648, "text": "High Yield Portfolio", "probability": 5.266641284279677e-10 }, { "score": -9.270328521728516, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years Federated U.S. Treasury Cash Reserves Federated Ultrashort Bond Fund Federated Unconstrained Bond Fund Federated Virginia Municipal Cash Trust High Yield Bond Portfolio Short Fixed Income Fund\n\nAS - Federated High Yield Bond Fund AS - Federated High Yield Portfolio BB&", "probability": 4.89649068941228e-10 }, { "score": -9.296554565429688, "text": "However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 4.769744402092601e-10 }, { "score": -9.309096336364746, "text": "Federated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years", "probability": 4.710296927920184e-10 }, { "score": -9.352252960205078, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund", "probability": 4.511340439051082e-10 }, { "score": -9.439676284790039, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund", "probability": 4.1336921871135236e-10 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Covenant Not To Sue": [ { "text": "", "score": 12.17953872680664, "probability": 0.9999806323260415 }, { "score": 0.9395103454589844, "text": "Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 1.3137395853565156e-05 }, { "score": -0.38010430335998535, "text": "Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.", "probability": 3.510814844397025e-06 }, { "score": -1.9321600198745728, "text": "The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.\n\nAny person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 7.436330660664966e-07 }, { "score": -1.9353560209274292, "text": "Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 7.412602078528648e-07 }, { "score": -2.990662097930908, "text": "Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser", "probability": 2.5802220428726887e-07 }, { "score": -3.147976875305176, "text": "Indemnified Party, arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, including without limitation the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.\n\nAny person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 2.2046321751326073e-07 }, { "score": -3.3852782249450684, "text": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "probability": 1.7389114801499885e-07 }, { "score": -4.0575666427612305, "text": "Any", "probability": 8.877819779415906e-08 }, { "score": -4.229140758514404, "text": "The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.", "probability": 7.478123494318608e-08 }, { "score": -4.292702674865723, "text": "Each", "probability": 7.01759084328048e-08 }, { "score": -4.498931884765625, "text": "or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.\n\nAny person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 5.709838642537229e-08 }, { "score": -4.7386322021484375, "text": "Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds", "probability": 4.492864390042106e-08 }, { "score": -4.767872333526611, "text": "the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.\n\nAny person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 4.363394527347792e-08 }, { "score": -4.815791130065918, "text": "defending such Indemnified Party against any claim or liability related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.\n\nAny person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 4.159236481047727e-08 }, { "score": -4.821151256561279, "text": "Indemnified Party against any claim or liability related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.\n\nAny person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 4.1370020901935365e-08 }, { "score": -4.890331268310547, "text": ".", "probability": 3.860479432109645e-08 }, { "score": -5.239596843719482, "text": "any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.\n\nAny person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 2.7224325638016778e-08 }, { "score": -5.2404303550720215, "text": "any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.\n\nAny person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 2.720164330783532e-08 }, { "score": -5.255158424377441, "text": "arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, including without limitation the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.\n\nAny person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 2.680395142556424e-08 } ], "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Third Party Beneficiary": [ { "text": "", "score": 11.981954574584961, "probability": 0.9999936013978106 }, { "score": -0.2323988676071167, "text": "This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.", "probability": 4.9587352442851155e-06 }, { "score": -2.907639741897583, "text": "KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"),", "probability": 3.416084239348585e-07 }, { "score": -3.616182565689087, "text": "KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC", "probability": 1.6819471027910579e-07 }, { "score": -3.8458364009857178, "text": "KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that", "probability": 1.3368261727494703e-07 }, { "score": -3.898820161819458, "text": "KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser", "probability": 1.267839810893115e-07 }, { "score": -4.207370758056641, "text": "This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund", "probability": 9.312420182740895e-08 }, { "score": -4.608804225921631, "text": "This", "probability": 6.233360196755802e-08 }, { "score": -4.644034385681152, "text": "FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"),", "probability": 6.017581203030701e-08 }, { "score": -4.703808784484863, "text": "KNOW ALL MEN", "probability": 5.668423213796752e-08 }, { "score": -4.815211296081543, "text": "KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser", "probability": 5.0708500925547714e-08 }, { "score": -4.915975093841553, "text": "Schedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser", "probability": 4.584791713659125e-08 }, { "score": -4.962205410003662, "text": "Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.", "probability": 4.377660112456044e-08 }, { "score": -4.97641134262085, "text": "This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.\n\nThis Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "probability": 4.315911008139552e-08 }, { "score": -4.996376037597656, "text": "KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser,", "probability": 4.230599603068944e-08 }, { "score": -5.069147109985352, "text": "This Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.", "probability": 3.933669324976129e-08 }, { "score": -5.21604061126709, "text": "Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc.", "probability": 3.396274717043889e-08 }, { "score": -5.236062049865723, "text": "KN", "probability": 3.328952602987952e-08 }, { "score": -5.255796432495117, "text": "This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC;", "probability": 3.263901758824789e-08 }, { "score": -5.267685890197754, "text": "Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc.", "probability": 3.225325516642065e-08 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Document Name": [ { "score": 12.838107109069824, "text": "CORPORATE SPONSORSHIP AGREEMENT", "probability": 0.8951349448871351 }, { "text": "", "score": 10.288529396057129, "probability": 0.06992314919496358 }, { "score": 9.067566871643066, "text": "CORPORATE SPONSORSHIP AGREEMENT\n\nThis agreement", "probability": 0.02062356276956198 }, { "score": 7.622589111328125, "text": "CORPORATE SPONSORSHIP 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3.0156429076042685e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Effective Date": [ { "score": 15.24448013305664, "text": "May 18, 2010", "probability": 0.8223155909311519 }, { "score": 13.458907127380371, "text": "May 18, 2010,", "probability": 0.13790309747168564 }, { "text": "", "score": 11.439800262451172, "probability": 0.018309945484893942 }, { "score": 10.79078483581543, "text": "May 18, 2010, (", "probability": 0.009568045519843277 }, { "score": 10.142765045166016, "text": "May 18, 2010, (the \"Effective Date\") by and between Phoenix Performance, LLC, 481 Schuylkill Road, Phoenixville, PA 19460 (\"Vendor\") and Torvec Inc.., a New York corporation with its principal place of business located at 1999 Mt Read Blvd, Building 3, Rochester, NY. 14615 (Torvec).\n\nRECITALS\n\nWHEREAS, the parties desire to enter into an agreement regarding promotional, marketing and sponsorship activities designed to be of mutual benefit as described herein; and\n\nNOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in this Agreement, the parties agree as follows:\n\n1. 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"text": "May 18,", "probability": 2.8755946062198496e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Expiration Date": [ { "score": 15.584929466247559, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 0.9817484531099181 }, { "text": "", "score": 11.526988983154297, "probability": 0.016969110039694556 }, { "score": 7.811586380004883, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement", "probability": 0.00041312380191642193 }, { "score": 7.185764312744141, "text": ".", "probability": 0.00022094752796186787 }, { "score": 7.101403713226318, "text": "October 31, 2010, unless renewed by agreement or sooner terminated in accordance 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2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 1.6410791995791e-05 }, { "score": 4.541576862335205, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.5701210210911765e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Renewal Term": [ { "score": 11.231311798095703, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 0.5010196976507867 }, { "text": "", "score": 11.222228050231934, "probability": 0.4964891692840362 }, { "score": 5.485329627990723, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement", "probability": 0.001601055736360088 }, { "score": 3.7922732830047607, "text": "The", "probability": 0.00029452449687492743 }, { "score": 3.188965320587158, "text": "October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 0.00016110466041184811 }, { "score": 2.4544382095336914, "text": "unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 7.728710371057006e-05 }, { "score": 2.238081693649292, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 6.225075050117696e-05 }, { "score": 1.55242121219635, "text": "Vendor shall be responsible for the following in 2010:", "probability": 3.135927604961023e-05 }, { "score": 1.4849309921264648, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by", "probability": 2.931267129649588e-05 }, { "score": 1.483017921447754, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010,", "probability": 2.9256647690169597e-05 }, { "score": 1.4176251888275146, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 2.7404687809392073e-05 }, { "score": 1.2905750274658203, "text": "the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 2.4135020664879023e-05 }, { "score": 1.1835215091705322, "text": "shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 2.16847751222917e-05 }, { "score": 1.1672612428665161, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.1335026116044587e-05 }, { "score": 1.0803513526916504, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.\n\n2. Termination\n\n(a) Either party may terminate this Agreement immediately if the other party", "probability": 1.9559092162282353e-05 }, { "score": 1.032834529876709, "text": ".", "probability": 1.865144135853309e-05 }, { "score": 1.0323035717010498, "text": "conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 1.8641540851866023e-05 }, { "score": 0.9955267906188965, "text": "term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 1.7968418488388082e-05 }, { "score": 0.9897971153259277, "text": "commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 1.7865759666629013e-05 }, { "score": 0.9825053215026855, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner", "probability": 1.7735960041818357e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.582679748535156, "probability": 0.9880824041029777 }, { "score": 7.001219272613525, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 0.010117894848634639 }, { "score": 5.046811103820801, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 0.001433182440640601 }, { "score": 2.578690528869629, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder", "probability": 0.00012145358320445258 }, { "score": 2.564486503601074, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement", "probability": 0.00011974064752971653 }, { "score": 1.3682141304016113, "text": "The", "probability": 3.6199878413427476e-05 }, { "score": 0.49347972869873047, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.5094362932279146e-05 }, { "score": 0.4717540740966797, "text": "Notwithstanding", "probability": 1.4769964658870256e-05 }, { "score": 0.2848196029663086, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.2251657483895778e-05 }, { "score": -0.20539426803588867, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.\n\n2. Termination\n\n(a) Either party may terminate this Agreement immediately if the other party", "probability": 7.5040836696129425e-06 }, { "score": -0.5494694709777832, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.\n\n2. Termination\n\n(a)", "probability": 5.319461937663095e-06 }, { "score": -0.6165375709533691, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.\n\n2. Termination\n\n(", "probability": 4.974396509980364e-06 }, { "score": -0.6557765007019043, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner", "probability": 4.78298643676718e-06 }, { "score": -0.6919379234313965, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by", "probability": 4.613116718090878e-06 }, { "score": -0.7910208702087402, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.\n\n2. Termination\n\n(a) Either", "probability": 4.1779502667889064e-06 }, { "score": -0.9285244941711426, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.\n\n2. Termination", "probability": 3.641213974439869e-06 }, { "score": -0.9853399991989136, "text": "unless renewed by agreement or sooner terminated in accordance with this Agreement.", "probability": 3.4401037488518127e-06 }, { "score": -1.0275495052337646, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 3.2979205201741814e-06 }, { "score": -1.2362096309661865, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.6768266275007727e-06 }, { "score": -1.2728766202926636, "text": "As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 2.5804531147539e-06 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Governing Law": [ { "score": 15.129972457885742, "text": "This Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law.", "probability": 0.9492847514346536 }, { "text": "", "score": 12.12424373626709, "probability": 0.04699212742962658 }, { "score": 9.129993438720703, "text": "This Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law", "probability": 0.00235309101319112 }, { "score": 7.926179885864258, "text": "This Agreement is to be governed and construed according to the laws of the State of New York", "probability": 0.000706039732869842 }, { "score": 6.757518768310547, "text": "This Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law. The parties agree that each of them hereby submits to the jurisdiction of the New York State and federal courts for the purpose of resolving any dispute arising under this Agreement and that the exclusive venue for resolution of such disputes shall be state or federal courts located in Monroe County, New York.", "probability": 0.00021942497997312987 }, { "score": 5.899304389953613, "text": "This", "probability": 9.301827868599081e-05 }, { "score": 5.527956485748291, "text": "18. Governing Law, Jurisdiction and Venue\n\nThis Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law.", "probability": 6.416437272280014e-05 }, { "score": 5.508345127105713, "text": ".", "probability": 6.291828091150967e-05 }, { "score": 4.970542907714844, "text": "is to be governed and construed according to the laws of the State of New York without regard to conflicts of law.", "probability": 3.674618962510464e-05 }, { "score": 4.870795726776123, "text": "Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law.", "probability": 3.325773446946261e-05 }, { "score": 4.556191444396973, "text": "This Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law. The", "probability": 2.4280731011478012e-05 }, { "score": 4.550024509429932, "text": "This Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law. The parties agree that each of them hereby submits to the jurisdiction of the New York State and federal courts for the purpose of resolving any dispute arising under this Agreement and that the exclusive venue for resolution of such disputes shall be state or federal courts located in Monroe County, New York", "probability": 2.413145408602038e-05 }, { "score": 4.166650772094727, "text": "governed and construed according to the laws of the State of New York without regard to conflicts of law.", "probability": 1.644698867186047e-05 }, { "score": 4.1176371574401855, "text": "This Agreement is to be governed and construed according to the laws of the State of New York without", "probability": 1.5660299042697745e-05 }, { "score": 4.004916191101074, "text": "to be governed and construed according to the laws of the State of New York without regard to conflicts of law.", "probability": 1.3990909817771362e-05 }, { "score": 3.9878764152526855, "text": "without regard to conflicts of law.", "probability": 1.3754527520756358e-05 }, { "score": 3.98783016204834, "text": "be governed and construed according to the laws of the State of New York without regard to conflicts of law.", "probability": 1.375389134449697e-05 }, { "score": 3.933643341064453, "text": "Governing Law, Jurisdiction and Venue\n\nThis Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law.", "probability": 1.3028444035006424e-05 }, { "score": 3.788987636566162, "text": "the laws of the State of New York without regard to conflicts of law.", "probability": 1.1273775376859184e-05 }, { "score": 3.4632411003112793, "text": "the State of New York without regard to conflicts of law.", "probability": 8.139532363877915e-06 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.10224723815918, "probability": 0.3734085207404574 }, { "score": 11.706404685974121, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.25134600554252223 }, { "score": 11.305553436279297, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.16833890655461806 }, { "score": 9.879831314086914, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.04045770575535855 }, { "score": 9.64833927154541, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "probability": 0.032097080748000106 }, { "score": 9.47898006439209, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.027096535446684597 }, { "score": 9.461481094360352, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.026626498559896836 }, { "score": 9.192672729492188, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.020350358766107038 }, { "score": 9.145756721496582, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.019417651694181373 }, { "score": 8.366589546203613, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.00890858446266277 }, { "score": 8.100642204284668, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.006828247255763079 }, { "score": 7.831833362579346, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.005218756601657485 }, { "score": 7.762884140014648, "text": "Vendor shall be responsible for the following in 2010:", "probability": 0.004871052106414842 }, { "score": 7.446967124938965, "text": "As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.003551581285916226 }, { "score": 7.200162410736084, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0027748265001108995 }, { "score": 7.046115875244141, "text": "As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.002378670426532143 }, { "score": 7.0057501792907715, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.0022845658157818493 }, { "score": 6.714648246765137, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events", "probability": 0.0017075746984880386 }, { "score": 6.417618274688721, "text": "Vendor shall be responsible for the following in 2010:", "probability": 0.0012687651272770455 }, { "score": 6.245466709136963, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better", "probability": 0.0010681119115695217 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Compete": [ { "text": "", "score": 11.47930908203125, "probability": 0.999098379640535 }, { "score": 3.1962831020355225, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.0002525432575078086 }, { "score": 2.841012477874756, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.00017702871069644622 }, { "score": 2.0259175300598145, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 7.835242968114042e-05 }, { "score": 1.9222849607467651, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 7.06391419637715e-05 }, { "score": 1.6706469058990479, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 5.492377719075463e-05 }, { "score": 1.567014217376709, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 4.951688221346531e-05 }, { "score": 1.56484055519104, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);", "probability": 4.9409366133197424e-05 }, { "score": 1.1040794849395752, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:", "probability": 3.116759501651342e-05 }, { "score": 0.9666273593902588, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 2.7164930138669912e-05 }, { "score": 0.7738290429115295, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.", "probability": 2.2401512788488444e-05 }, { "score": 0.486549973487854, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.680790686401379e-05 }, { "score": 0.1312793344259262, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.1782068809388709e-05 }, { "score": 0.04215138033032417, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.0777394397836887e-05 }, { "score": -0.05536544322967529, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 9.776035225049583e-06 }, { "score": -0.10120996832847595, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 9.337975571751316e-06 }, { "score": -0.15114781260490417, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 8.883109248042756e-06 }, { "score": -0.2747461795806885, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 7.850311945529257e-06 }, { "score": -0.43137484788894653, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.\n\n.\n\n5. Payment and Other Consideration\n\nAs consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 6.712185467308635e-06 }, { "score": -0.45648062229156494, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 6.545768606255578e-06 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Exclusivity": [ { "text": "", "score": 12.199080467224121, "probability": 0.9566850992686264 }, { "score": 7.80204963684082, "text": "(ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations.", "probability": 0.011780474494071826 }, { "score": 7.402387619018555, "text": "(ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement;", "probability": 0.007899357596142251 }, { "score": 6.987220764160156, "text": "(ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations.", "probability": 0.005215393726040226 }, { "score": 6.8471598625183105, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.004533769364174238 }, { "score": 6.803142070770264, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.004338531344573343 }, { "score": 6.611322402954102, "text": "(ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement;", "probability": 0.003581265477039878 }, { "score": 6.113194465637207, "text": "Vendor represents and warrants to Torvec the following: (i) it has the authority to enter into this Agreement and to perform hereunder in accordance with its provisions; (ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations.", "probability": 0.002176217516971159 }, { "score": 4.922467231750488, "text": "Vendor represents and warrants to Torvec the following: (i) it has the authority to enter into this Agreement and to perform hereunder in accordance with its provisions; (ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement;", "probability": 0.0006615703525337761 }, { "score": 4.515133380889893, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.0004402234681205598 }, { "score": 4.430583953857422, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.000404532893879848 }, { "score": 4.422842025756836, "text": "(i) it has the authority to enter into this Agreement and to perform hereunder in accordance with its provisions; (ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations.", "probability": 0.0004014131214107663 }, { "score": 4.336637496948242, "text": "no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement;", "probability": 0.00036825903725741174 }, { "score": 4.301092147827148, "text": "Vendor represents and warrants to Torvec the following: (i) it has the authority to enter into this Agreement and to perform hereunder in accordance with its provisions; (ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement;", "probability": 0.0003553990515427036 }, { "score": 3.9214704036712646, "text": "no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations.", "probability": 0.00024313564630843178 }, { "score": 3.885925531387329, "text": "Vendor represents and warrants to Torvec the following: (i) it has the authority to enter into this Agreement and to perform hereunder in accordance with its provisions; (ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations.", "probability": 0.00023464521045122935 }, { "score": 3.8444161415100098, "text": "no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations.", "probability": 0.00022510461297282317 }, { "score": 3.538834571838379, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.00016583340017976492 }, { "score": 3.494816780090332, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.00015869210514816884 }, { "score": 3.3036763668060303, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.00013108231255493566 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.081151962280273, "probability": 0.9998131836809012 }, { "score": 1.9346981048583984, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 3.920757103403744e-05 }, { "score": 1.7534472942352295, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 3.2707979061917e-05 }, { "score": 1.6668328046798706, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 2.9994216105537173e-05 }, { "score": 1.0291482210159302, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 1.5852385328763167e-05 }, { "score": 0.8443970680236816, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.3178264319655893e-05 }, { "score": 0.5344918966293335, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 9.666474468404836e-06 }, { "score": 0.5301554203033447, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 9.624646788635902e-06 }, { "score": 0.21057236194610596, "text": "not be unreasonably withheld.", "probability": 6.9918425804260936e-06 }, { "score": -0.21434879302978516, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder", "probability": 4.571415840650236e-06 }, { "score": -0.29228031635284424, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 4.228686588030424e-06 }, { "score": -0.4549494981765747, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 3.5938435759005506e-06 }, { "score": -0.56961590051651, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 3.2044993252410202e-06 }, { "score": -0.6413599252700806, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 2.9826490143511864e-06 }, { "score": -0.6444491147994995, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 2.9734492634493716e-06 }, { "score": -0.9069979190826416, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.\n\n13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties. Neither party may obligate or bind the other in any manner whatsoever, and nothing in this Agreement gives any rights to any third person. At all times, the parties are independent contractors.", "probability": 2.286846610998197e-06 }, { "score": -1.0882487297058105, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.\n\n13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties. Neither party may obligate or bind the other in any manner whatsoever, and nothing in this Agreement gives any rights to any third person. At all times, the parties are independent contractors.", "probability": 1.907747128874932e-06 }, { "score": -1.2434884309768677, "text": "As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.6334320133099474e-06 }, { "score": -1.5916268825531006, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.1532048348903343e-06 }, { "score": -1.6785807609558105, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.0571652157413454e-06 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.853042602539062, "probability": 0.8362132569646323 }, { "score": 9.330756187438965, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.06712773235779716 }, { "score": 9.313380241394043, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.06597139978197245 }, { "score": 7.079031944274902, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.007063022064325676 }, { "score": 7.0616559982299805, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.006941355471251794 }, { "score": 6.730887413024902, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.004986471189299272 }, { "score": 6.513580799102783, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.004012529615267539 }, { "score": 5.628732681274414, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 0.001656279383129663 }, { "score": 5.100820064544678, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 0.0009769313794561782 }, { "score": 4.7911834716796875, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "probability": 0.0007167877851720841 }, { "score": 4.623898029327393, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0006063724361441657 }, { "score": 4.6065216064453125, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.0005959268683975261 }, { "score": 4.584163188934326, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events", "probability": 0.0005827507343113512 }, { "score": 4.573065280914307, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.0005763191747028591 }, { "score": 4.261856555938721, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.0004221889256639394 }, { "score": 4.1240949630737305, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.\n\n9. Representations\n\nVendor represents and warrants to Torvec the following: (i) it has the authority to enter into this Agreement and to perform hereunder in accordance with its provisions; (ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations.", "probability": 0.00036785590983572265 }, { "score": 4.040050506591797, "text": "(ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations.", "probability": 0.00033820318558424987 }, { "score": 3.9137117862701416, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.00029806397221539147 }, { "score": 3.860708475112915, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.\n\n9. Representations\n\nVendor represents and warrants to Torvec the following: (i) it has the authority to enter into this Agreement and to perform hereunder in accordance with its provisions; (ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement;", "probability": 0.0002826769777006893 }, { "score": 3.791882276535034, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder", "probability": 0.00026387582314003986 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.174176216125488, "probability": 0.9999754887264499 }, { "score": 0.6319184303283691, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 9.71069893434931e-06 }, { "score": -0.15087926387786865, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 4.439006394539749e-06 }, { "score": -0.7298908233642578, "text": "Vendor shall be responsible for the following in 2010:", "probability": 2.4878503065782333e-06 }, { "score": -0.7314183712005615, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.484052897325923e-06 }, { "score": -1.5142160654067993, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.135523484988327e-06 }, { "score": -2.2325479984283447, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 5.536413590716705e-07 }, { "score": -2.2735776901245117, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 5.313853260149947e-07 }, { "score": -2.49849796295166, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 4.243536324004634e-07 }, { "score": -2.5230963230133057, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 4.1404256652520147e-07 }, { "score": -2.538883924484253, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 4.0755715673141357e-07 }, { "score": -2.728339433670044, "text": "5. Payment and Other Consideration\n\nAs consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 3.3721667476655333e-07 }, { "score": -2.745227575302124, "text": "All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 3.3156953090262953e-07 }, { "score": -3.015345573425293, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 2.530835156961191e-07 }, { "score": -3.0280542373657227, "text": "Vendor represents and warrants to Torvec the following:", "probability": 2.498875138186249e-07 }, { "score": -3.287827253341675, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.9271990317724113e-07 }, { "score": -3.5643529891967773, "text": "As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.46161492006036e-07 }, { "score": -3.604548454284668, "text": "(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.4040297136867254e-07 }, { "score": -3.6350252628326416, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.3618848514437382e-07 }, { "score": -3.6369147300720215, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.3593140441260638e-07 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.296415328979492, "probability": 0.9008661049997939 }, { "score": 7.862057685852051, "text": "The parties shall not unreasonably disapprove any material.", "probability": 0.02904943390922311 }, { "score": 7.6638007164001465, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement. Neither party will use the other's Trademarks without obtaining the prior approval of the other party. Any materials using Trademarks which are submitted to one party by the other are deemed to be approved if the receiving party has not disapproved the material in writing within ten (10) business days after it receives a request for approval. The parties shall not unreasonably disapprove any material.", "probability": 0.02382515670569206 }, { "score": 7.422948837280273, "text": "Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.018725573337554407 }, { "score": 6.920341968536377, "text": "Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.011328065046324918 }, { "score": 6.04924201965332, "text": "c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.0047406930122476125 }, { "score": 5.948436260223389, "text": "The parties shall not unreasonably disapprove any material.", "probability": 0.004286101466483247 }, { "score": 5.69037389755249, "text": "c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement. Neither party will use the other's Trademarks without obtaining the prior approval of the other party. Any materials using Trademarks which are submitted to one party by the other are deemed to be approved if the receiving party has not disapproved the material in writing within ten (10) business days after it receives a request for approval. The parties shall not unreasonably disapprove any material.", "probability": 0.003311215054677778 }, { "score": 4.946915149688721, "text": "c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.0015743719961681833 }, { "score": 3.383829355239868, "text": "The parties shall not unreasonably disapprove any material. If any material is disapproved by one party, it will advise the other of the specific reasons for the disapproval.", "probability": 0.0003298130387618194 }, { "score": 3.191875457763672, "text": "The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement. Neither party will use the other's Trademarks without obtaining the prior approval of the other party. Any materials using Trademarks which are submitted to one party by the other are deemed to be approved if the receiving party has not disapproved the material in writing within ten (10) business days after it receives a request for approval. The parties shall not unreasonably disapprove any material.", "probability": 0.0002722095154646309 }, { "score": 3.185572385787964, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement. Neither party will use the other's Trademarks without obtaining the prior approval of the other party. Any materials using Trademarks which are submitted to one party by the other are deemed to be approved if the receiving party has not disapproved the material in writing within ten (10) business days after it receives a request for approval. The parties shall not unreasonably disapprove any material. If any material is disapproved by one party, it will advise the other of the specific reasons for the disapproval.", "probability": 0.00027049915522057706 }, { "score": 3.092684745788574, "text": "The parties shall not unreasonably disapprove any material", "probability": 0.00024650476779247157 }, { "score": 2.9810445308685303, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.", "probability": 0.00022046547801355366 }, { "score": 2.9386911392211914, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.00021132299154940008 }, { "score": 2.89442777633667, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement. Neither party will use the other's Trademarks without obtaining the prior approval of the other party. Any materials using Trademarks which are submitted to one party by the other are deemed to be approved if the receiving party has not disapproved the material in writing within ten (10) business days after it receives a request for approval. The parties shall not unreasonably disapprove any material", "probability": 0.00020217312115989992 }, { "score": 2.8042330741882324, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.00018473634818595906 }, { "score": 2.6269452571868896, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.", "probability": 0.00015472383941613052 }, { "score": 2.4152982234954834, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement. Neither party will use the other's Trademarks without obtaining the prior approval of the other party. Any materials using Trademarks which are submitted to one party by the other are deemed to be approved if the receiving party has not disapproved the material in writing within ten (10) business days after it receives a request for approval.", "probability": 0.00012521031118217438 }, { "score": 1.911102294921875, "text": "The", "probability": 7.562590508808374e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Termination For Convenience": [ { "score": 12.985230445861816, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 0.43947158968311334 }, { "score": 12.874089241027832, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 0.393244622698596 }, { "text": "", "score": 11.509081840515137, "probability": 0.10042633436433154 }, { "score": 10.39693546295166, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder", "probability": 0.03302543723269352 }, { "score": 10.340381622314453, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder", "probability": 0.031209553476934493 }, { "score": 6.392094612121582, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.000601960914979876 }, { "score": 5.637397766113281, "text": "Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 0.00028301380345417 }, { "score": 5.523775100708008, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0002526166207650491 }, { "score": 5.479376792907715, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.0002416462062247088 }, { "score": 5.307625770568848, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events", "probability": 0.00020351173648523813 }, { "score": 5.263672828674316, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events", "probability": 0.0001947605264675143 }, { "score": 5.1439080238342285, "text": "Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 0.00017277772289561938 }, { "score": 5.13994026184082, "text": "Notwithstanding", "probability": 0.0001720935402479576 }, { "score": 4.97043514251709, "text": "Notwithstanding", "probability": 0.0001452611342142592 }, { "score": 4.48175048828125, "text": "by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 8.910793556384766e-05 }, { "score": 4.132143974304199, "text": "by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 6.281801403932189e-05 }, { "score": 4.078205108642578, "text": "Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 5.95194419380159e-05 }, { "score": 3.9577245712280273, "text": "in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 5.276364843665784e-05 }, { "score": 3.9269723892211914, "text": "Notwithstanding the above, Torvec", "probability": 5.116574652732336e-05 }, { "score": 3.666823387145996, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.\n\n.\n\n5. Payment and Other Consideration\n\nAs consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 3.9445552091697804e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.242898941040039, "probability": 0.9788376911861156 }, { "score": 7.607790946960449, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.009499677439503907 }, { "score": 7.543606758117676, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.008909103823528226 }, { "score": 5.321389198303223, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0009654664714222717 }, { "score": 5.257205486297607, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.0009054460204885997 }, { "score": 4.56144905090332, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0004515432803185289 }, { "score": 2.7510008811950684, "text": "Vendor shall be responsible for the following in 2010:", "probability": 7.386381482614255e-05 }, { "score": 2.549889087677002, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 6.0407378857401166e-05 }, { "score": 2.4857048988342285, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 5.665198775169103e-05 }, { "score": 2.2392032146453857, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events", "probability": 4.4275230553444695e-05 }, { "score": 1.7676715850830078, "text": "a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.762976852962209e-05 }, { "score": 1.7562991380691528, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.7317330411347462e-05 }, { "score": 1.699537992477417, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits", "probability": 2.5809952382199447e-05 }, { "score": 1.6921151876449585, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 2.561907942567624e-05 }, { "score": 1.3822228908538818, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 1.8792259703712548e-05 }, { "score": 1.3085737228393555, "text": "During", "probability": 1.7457963387845443e-05 }, { "score": 1.2616119384765625, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 1.6657059403913436e-05 }, { "score": 1.1180721521377563, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.4429782911911938e-05 }, { "score": 1.053888201713562, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.3532718935155385e-05 }, { "score": 0.6037269830703735, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 8.627451542882165e-06 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Change Of Control": [ { "text": "", "score": 12.20151138305664, "probability": 0.9956138094434148 }, { "score": 6.703733444213867, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 0.0040778973575248895 }, { "score": 3.104869842529297, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 0.00011155002882976578 }, { "score": 2.8219354152679443, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall", "probability": 8.406066596691304e-05 }, { "score": 1.648822546005249, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement", "probability": 2.6008564374518726e-05 }, { "score": 1.2849948406219482, "text": "Vendor shall be responsible for the following in 2010:", "probability": 1.8076236541718475e-05 }, { "score": 0.9126830101013184, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.2457045256283485e-05 }, { "score": 0.9109833240509033, "text": "Any", "probability": 1.2435890173824234e-05 }, { "score": 0.8633829355239868, "text": "The rights granted under this Section 6 cease upon the expiration or termination of this Agreement.", "probability": 1.185780466519048e-05 }, { "score": 0.6212401390075684, "text": "Either party may terminate this Agreement immediately if the other party", "probability": 9.307713600632108e-06 }, { "score": 0.19059228897094727, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.\n\n13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 6.0508310471052305e-06 }, { "score": -0.14980602264404297, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall", "probability": 4.3050868597293635e-06 }, { "score": -0.5038619041442871, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n", "probability": 3.0214638504840706e-06 }, { "score": -0.9666028022766113, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.9021798813995987e-06 }, { "score": -1.1550331115722656, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party", "probability": 1.5754961290150878e-06 }, { "score": -1.2650572061538696, "text": "attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 1.4113492061209581e-06 }, { "score": -1.4864661693572998, "text": "not be unreasonably withheld.", "probability": 1.131039552106474e-06 }, { "score": -1.534829020500183, "text": "the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 1.0776409174449798e-06 }, { "score": -1.5526889562606812, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:", "probability": 1.0585651727322134e-06 }, { "score": -1.6040219068527222, "text": "assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 1.0055970351432232e-06 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Anti-Assignment": [ { "score": 13.901281356811523, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 0.36661965925352386 }, { "score": 13.65671443939209, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall", "probability": 0.28707917317709325 }, { "score": 13.130620956420898, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall", "probability": 0.16963762757861192 }, { "score": 12.267925262451172, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n", "probability": 0.07159096404426633 }, { "text": "", "score": 12.015277862548828, "probability": 0.05560768802904282 }, { "score": 11.656699180603027, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n", "probability": 0.038851348384201796 }, { "score": 9.117938041687012, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 0.0030678642784692477 }, { "score": 9.013328552246094, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.\n\n13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties. Neither party may obligate or bind the other in any manner whatsoever, and nothing in this Agreement gives any rights to any third person.", "probability": 0.0027631522713497366 }, { "score": 8.470361709594727, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other,", "probability": 0.0016054519611077736 }, { "score": 8.144972801208496, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement", "probability": 0.001159531917471053 }, { "score": 8.110050201416016, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other,", "probability": 0.0011197369643530094 }, { "score": 7.253251075744629, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.\n\n13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties. Neither party may obligate or bind the other in any manner whatsoever, and nothing in this Agreement gives any rights to any third person. At all times, the parties are independent contractors.", "probability": 0.00047534932641722893 }, { "score": 5.682155609130859, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n \u2022 General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.", "probability": 9.878586138920146e-05 }, { "score": 5.041337966918945, "text": "Any", "probability": 5.204646352525114e-05 }, { "score": 4.9825968742370605, "text": "Neither", "probability": 4.907725829251133e-05 }, { "score": 4.9510602951049805, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which", "probability": 4.755367994883346e-05 }, { "score": 4.928164482116699, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.\n\n13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 4.6477269454928756e-05 }, { "score": 4.860114097595215, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent", "probability": 4.341968803621926e-05 }, { "score": 4.854887008666992, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which", "probability": 4.319332159977216e-05 }, { "score": 4.824469566345215, "text": "Neither party may obligate or bind the other in any manner whatsoever, and nothing in this Agreement gives any rights to any third person.", "probability": 4.189927184515176e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 11.958134651184082, "probability": 0.9932059011703538 }, { "score": 6.06821346282959, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.002748394180709276 }, { "score": 5.3806562423706055, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0013819003075399895 }, { "score": 5.16758394241333, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.001116710473521519 }, { "score": 4.4800262451171875, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0005614848924427798 }, { "score": 3.581653118133545, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.00022865441093357044 }, { "score": 3.385584592819214, "text": "Vendor shall be responsible for the following in 2010:", "probability": 0.00018794384394826968 }, { "score": 2.7579221725463867, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.00010033160956660071 }, { "score": 2.681023359298706, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 9.290541961580572e-05 }, { "score": 2.379774332046509, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 6.874011573160603e-05 }, { "score": 2.307344436645508, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 6.393730920574183e-05 }, { "score": 2.0703649520874023, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 5.0447014874804764e-05 }, { "score": 1.957206130027771, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 4.504962919321416e-05 }, { "score": 1.7594263553619385, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 3.69654975278639e-05 }, { "score": 1.47914457321167, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 2.793005072768654e-05 }, { "score": 1.269648790359497, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.265107729173445e-05 }, { "score": 1.1013548374176025, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events", "probability": 1.914254721311883e-05 }, { "score": 1.0718690156936646, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.8586353686506875e-05 }, { "score": 0.6128509044647217, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.1744787527135597e-05 }, { "score": 0.5083414316177368, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 1.0579308388698216e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Price Restrictions": [ { "score": 13.165142059326172, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.4310924641045942 }, { "score": 12.58317756652832, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.2408942663016614 }, { "text": "", "score": 11.813478469848633, "probability": 0.11157076034069223 }, { "score": 11.406257629394531, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "probability": 0.07425002920739888 }, { "score": 11.405348777770996, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "probability": 0.07418257760419873 }, { "score": 10.240279197692871, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.023137617109528583 }, { "score": 10.14754867553711, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.021088528448089713 }, { "score": 9.329394340515137, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.00930521394371518 }, { "score": 8.516852378845215, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better", "probability": 0.004128990394285356 }, { "score": 8.31686782836914, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better", "probability": 0.0033805836429694285 }, { "score": 7.660502910614014, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0017536221559926698 }, { "score": 7.595366954803467, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0016430388695715529 }, { "score": 7.347592353820801, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing", "probability": 0.0012824507496263815 }, { "score": 6.289997100830078, "text": "Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0004453822585760512 }, { "score": 6.197103500366211, "text": "vec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.00040587260152091147 }, { "score": 6.136552810668945, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing", "probability": 0.0003820259855545631 }, { "score": 6.014873504638672, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.00033825813779207465 }, { "score": 5.911363124847412, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.", "probability": 0.00030499608653228094 }, { "score": 5.6731276512146, "text": "Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.00024034213527835218 }, { "score": 5.344239711761475, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence", "probability": 0.0001729799224217892 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Minimum Commitment": [ { "score": 12.604924201965332, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.37926971919860075 }, { "text": "", "score": 12.104867935180664, "probability": 0.23002576981996198 }, { "score": 11.754889488220215, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.1620999140287136 }, { "score": 11.359375953674316, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "probability": 0.10914741108439698 }, { "score": 11.240195274353027, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "probability": 0.09688441640160808 }, { "score": 8.427003860473633, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.005814339945789131 }, { "score": 8.363642692565918, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better", "probability": 0.005457365164772166 }, { "score": 8.19558048248291, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better", "probability": 0.0046131175779603895 }, { "score": 7.254397392272949, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence", "probability": 0.0017998814514625545 }, { "score": 7.161912441253662, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing", "probability": 0.0016408851985193062 }, { "score": 6.946662425994873, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M.", "probability": 0.001323111071866666 }, { "score": 5.854816436767578, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n \u2022 General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.00044403133129017184 }, { "score": 5.489927291870117, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.", "probability": 0.00030827923549866024 }, { "score": 5.355844020843506, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.", "probability": 0.00026959550606135794 }, { "score": 5.326066493988037, "text": "Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0002616859663463057 }, { "score": 4.819042205810547, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.", "probability": 0.00015760956937333547 }, { "score": 4.683605194091797, "text": "endor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "probability": 0.0001376458226126013 }, { "score": 4.595982551574707, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.\n\n9. Representations\n\nVendor represents and warrants to Torvec the following:", "probability": 0.00012609823432834348 }, { "score": 4.47419548034668, "text": "Vendor", "probability": 0.00011163941509974488 }, { "score": 4.436263084411621, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M.", "probability": 0.00010748397573811276 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Volume Restriction": [ { "score": 13.55090045928955, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.45186379168708357 }, { "score": 13.11186695098877, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.2912981404420627 }, { "text": "", "score": 12.062101364135742, "probability": 0.10196011357653885 }, { "score": 11.151281356811523, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "probability": 0.041007775132989165 }, { "score": 11.092416763305664, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.0386635421462037 }, { "score": 10.720057487487793, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "probability": 0.026643302795344118 }, { "score": 10.253803253173828, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.01671461660585021 }, { "score": 10.134135246276855, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.014829457520082152 }, { "score": 9.003705978393555, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing", "probability": 0.00478835202670846 }, { "score": 8.988556861877441, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0047163594130101546 }, { "score": 7.9878153800964355, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better", "probability": 0.0017337656328666833 }, { "score": 7.984521865844727, "text": "Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0017280648440135297 }, { "score": 7.402047157287598, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing", "probability": 0.0009651492625288942 }, { "score": 7.399598121643066, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence", "probability": 0.0009627884695956481 }, { "score": 7.375360012054443, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better", "probability": 0.000939732838344621 }, { "score": 6.488637924194336, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0003871737398550999 }, { "score": 6.3514628410339355, "text": "vec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.00033754486989739615 }, { "score": 5.691459655761719, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.00017445996075394522 }, { "score": 5.577876091003418, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.", "probability": 0.000155728125143894 }, { "score": 5.398382186889648, "text": "Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0001301409111274906 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.18833065032959, "probability": 0.7739697154592069 }, { "score": 9.965620040893555, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall", "probability": 0.08383261532091192 }, { "score": 9.360235214233398, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall", "probability": 0.045761233813440334 }, { "score": 9.312767028808594, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n", "probability": 0.0436397801869507 }, { "score": 8.851972579956055, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n \u2022 General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.\n\n If to Vendor(s): If to Torvec: Phoenix Performance, LLC Torvec, Inc.. 481 Schuylkill Road 1999 Mt Read Blvd Phoenixville, PA 19460 Building 3 ATTN: JOE AQUILANTE Rochester, NY. 14615 Fax: 610.482.0142\n\n\n\n\n\nnot be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 0.027527201882406493 }, { "score": 7.828787803649902, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n", "probability": 0.009894607371976631 }, { "score": 7.239635467529297, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 0.005489502119044049 }, { "score": 7.049435615539551, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 0.0045386867619192466 }, { "score": 6.032027244567871, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n \u2022 General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.0016408745136568556 }, { "score": 5.82431697845459, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 0.0013331160192898027 }, { "score": 5.149540424346924, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other,", "probability": 0.0006789162647395492 }, { "score": 4.681142807006836, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n \u2022 General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.\n\n If to Vendor(s): If to Torvec: Phoenix Performance, LLC Torvec, Inc.. 481 Schuylkill Road 1999 Mt Read Blvd Phoenixville, PA 19460 Building 3 ATTN: JOE AQUILANTE Rochester, NY. 14615 Fax: 610.482.0142\n\n\n\n\n\nnot be unreasonably withheld.", "probability": 0.0004250046802301133 }, { "score": 4.389118194580078, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other,", "probability": 0.0003173723114383679 }, { "score": 4.382936477661133, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n \u2022 General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.\n\n If to Vendor(s): If to Torvec: Phoenix Performance, LLC Torvec, Inc.. 481 Schuylkill Road 1999 Mt Read Blvd Phoenixville, PA 19460 Building 3 ATTN: JOE AQUILANTE Rochester, NY. 14615 Fax: 610.482.0142\n\n\n\n\n\nnot be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement", "probability": 0.00031541645714827535 }, { "score": 3.5954971313476562, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.000143517145013779 }, { "score": 3.446603536605835, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n \u2022 General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.", "probability": 0.0001236630973061062 }, { "score": 3.4421744346618652, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 0.00012311659199868685 }, { "score": 3.1284260749816895, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n \u2022 General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract.", "probability": 8.996164826704787e-05 }, { "score": 2.9925990104675293, "text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n \u2022 General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.\n\n If to Vendor(s): If to Torvec: Phoenix Performance, LLC Torvec, Inc.. 481 Schuylkill Road 1999 Mt Read Blvd Phoenixville, PA 19460 Building 3 ATTN: JOE AQUILANTE Rochester, NY. 14615 Fax: 610.482.0142\n\n\n\n\n\nnot be unreasonably withheld. Any", "probability": 7.85359423734775e-05 }, { "score": 2.9749550819396973, "text": "Neither", "probability": 7.716241268163549e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.066147804260254, "probability": 0.9977751714458346 }, { "score": 5.67484188079834, "text": "This Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 0.0016723369982959897 }, { "score": 4.273567199707031, "text": "This Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 0.00041186789150744995 }, { "score": 1.7361772060394287, "text": "This Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties", "probability": 3.256742815590239e-05 }, { "score": 1.0907784700393677, "text": "13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 1.7080097838290626e-05 }, { "score": 1.0876775979995728, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.7027216671705183e-05 }, { "score": 0.8224892616271973, "text": "This Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties", "probability": 1.3060921863762762e-05 }, { "score": 0.6277669072151184, "text": "No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 1.0749963441282132e-05 }, { "score": 0.45570358633995056, "text": "No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 9.050672215251936e-06 }, { "score": 0.43861448764801025, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 8.897318455372364e-06 }, { "score": 0.17578959465026855, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 6.8409392618574295e-06 }, { "score": 0.016862988471984863, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.\n\n13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 5.835724572705112e-06 }, { "score": -0.25726985931396484, "text": "13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 4.43649915677487e-06 }, { "score": -0.47327351570129395, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 3.5746309170863515e-06 }, { "score": -0.6916528940200806, "text": "Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 2.8733613671876534e-06 }, { "score": -0.9831209182739258, "text": "This Agreement does not constitute and may not be construed as constituting a partnership or joint venture", "probability": 2.146877644606633e-06 }, { "score": -1.1262297630310059, "text": "This", "probability": 1.860612404956419e-06 }, { "score": -1.1510553359985352, "text": "Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "probability": 1.8149902767560636e-06 }, { "score": -1.3375942707061768, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.5061265792848346e-06 }, { "score": -1.4845530986785889, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.3002835393309302e-06 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__License Grant": [ { "text": "", "score": 11.628395080566406, "probability": 0.45627455724199933 }, { "score": 11.116929054260254, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.27358947083950524 }, { "score": 10.198659896850586, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.10921949181149475 }, { "score": 9.465086936950684, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.05244613190700406 }, { "score": 9.075672149658203, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.035529800556427626 }, { "score": 8.733278274536133, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.02522859116729916 }, { "score": 8.232132911682129, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.015284397833504252 }, { "score": 7.916370391845703, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.011145881292078955 }, { "score": 6.894745349884033, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement", "probability": 0.004012622416829516 }, { "score": 6.660157680511475, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.003173570603927886 }, { "score": 6.609172821044922, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.", "probability": 0.003015822115151323 }, { "score": 6.483887672424316, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.002660694873713593 }, { "score": 5.982743263244629, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0016119472338717554 }, { "score": 5.976475715637207, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement", "probability": 0.0016018758721809557 }, { "score": 5.731666564941406, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.0012540348236930393 }, { "score": 5.615921974182129, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.0011169721882402592 }, { "score": 5.502060890197754, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0009967657785700465 }, { "score": 5.273528099060059, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.0007931267342073244 }, { "score": 5.000916481018066, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0006038775266783815 }, { "score": 4.685153961181641, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.0004403671836228516 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Transferable License": [ { "score": 12.339884757995605, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.5827522005265453 }, { "text": "", "score": 11.980344772338867, "probability": 0.4067594864399502 }, { "score": 7.848905563354492, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement", "probability": 0.006532455193490028 }, { "score": 6.989994049072266, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.002767297867776314 }, { "score": 4.195458889007568, "text": "The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.00016920169485748523 }, { "score": 4.1414995193481445, "text": "Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.00016031363164763153 }, { "score": 4.018657684326172, "text": "Each", "probability": 0.00014178194224361422 }, { "score": 3.931070327758789, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.00012989194373295076 }, { "score": 3.750185966491699, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.00010839896505472107 }, { "score": 3.5510170459747314, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 8.882335489364832e-05 }, { "score": 3.4494261741638184, "text": "6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 8.024293728010183e-05 }, { "score": 3.1333675384521484, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement. Neither party will use the other's Trademarks without obtaining the prior approval of the other party.", "probability": 5.84984415349501e-05 }, { "score": 2.9883718490600586, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 5.060267416778458e-05 }, { "score": 2.6241543292999268, "text": "Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 3.5155704817405216e-05 }, { "score": 2.548410654067993, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 3.2591229846651023e-05 }, { "score": 2.4990146160125732, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement", "probability": 3.1020466335440686e-05 }, { "score": 2.4143152236938477, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party", "probability": 2.8501245802750126e-05 }, { "score": 2.31716251373291, "text": "(a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 2.5862527043495337e-05 }, { "score": 2.240889310836792, "text": ".", "probability": 2.3963261479666862e-05 }, { "score": 2.230262279510498, "text": "License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 2.3709951499721962e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.061956405639648, "probability": 0.5668948252211403 }, { "score": 10.923545837402344, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.1815921475460784 }, { "score": 10.485970497131348, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.1172358695590859 }, { "score": 9.959471702575684, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.0692476417281622 }, { "score": 8.583346366882324, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.017488853835597156 }, { "score": 8.567468643188477, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.017213363513894242 }, { "score": 8.202657699584961, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.011951718636970258 }, { "score": 7.743283748626709, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.007549649482857622 }, { "score": 6.482492446899414, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement", "probability": 0.0021397945812243542 }, { "score": 6.3000335693359375, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.001782917302633304 }, { "score": 6.137790679931641, "text": "b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.001515898098142034 }, { "score": 6.106699466705322, "text": "The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.0014694921341893326 }, { "score": 6.043664455413818, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0013797217423488393 }, { "score": 5.219480037689209, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0006051356840944303 }, { "score": 4.912911891937256, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events", "probability": 0.0004453607190294311 }, { "score": 4.632862091064453, "text": "a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.0003365796281488391 }, { "score": 4.604175090789795, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.00032706134648021097 }, { "score": 4.491866588592529, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0002923171242839594 }, { "score": 4.436382293701172, "text": "a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.00027653985735178995 }, { "score": 4.355731010437012, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.0002551122582873439 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.142499923706055, "probability": 0.9371041771072354 }, { "score": 8.652985572814941, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.02859637915135952 }, { "score": 8.506373405456543, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.024696658210351292 }, { "score": 6.9448747634887695, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.005181887112632059 }, { "score": 5.798394203186035, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0016465607804319019 }, { "score": 4.87765645980835, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.0006557019050850958 }, { "score": 4.565884590148926, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.00048007118885888853 }, { "score": 4.419272422790527, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.00041460333160120774 }, { "score": 3.95395827293396, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.00026034510708116066 }, { "score": 3.867720603942871, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events", "probability": 0.00023883439810763 }, { "score": 3.4141275882720947, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.00015174134612808057 }, { "score": 3.346745491027832, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.00014185356652999476 }, { "score": 3.2675154209136963, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.0001310482051545206 }, { "score": 2.5355780124664307, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits", "probability": 6.303107289446152e-05 }, { "score": 2.1964688301086426, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 4.4903630232690213e-05 }, { "score": 2.0925889015197754, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 4.047314688786594e-05 }, { "score": 2.06229305267334, "text": "During", "probability": 3.926536629410893e-05 }, { "score": 2.0230648517608643, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 3.77548771976944e-05 }, { "score": 2.017286777496338, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 3.753735574613184e-05 }, { "score": 2.0075366497039795, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement", "probability": 3.717314019006881e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "score": 12.194263458251953, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.49683607419302017 }, { "text": "", "score": 11.771307945251465, "probability": 0.325481175721831 }, { "score": 10.084041595458984, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.060222032775249575 }, { "score": 9.959575653076172, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.053174147868462314 }, { "score": 8.836441040039062, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.017295350754648327 }, { "score": 8.593025207519531, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.013558611633503585 }, { "score": 8.438095092773438, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.011612612310541155 }, { "score": 7.849352836608887, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes", "probability": 0.0064452892778057 }, { "score": 7.750519752502441, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.005838748263026529 }, { "score": 7.359392166137695, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.003948709627572724 }, { "score": 6.3278727531433105, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.0014075765066751053 }, { "score": 6.218681335449219, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.001261975081010145 }, { "score": 5.653881549835205, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.0007173999616622997 }, { "score": 5.138189315795898, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.00042835028237228455 }, { "score": 5.119973182678223, "text": "Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.00042061803623322756 }, { "score": 4.917909622192383, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing", "probability": 0.0003436630199244797 }, { "score": 4.764404296875, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.0002947584651295456 }, { "score": 4.751166343688965, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.00029088218001503197 }, { "score": 4.520988464355469, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.00023107455934682366 }, { "score": 4.330256938934326, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.00019094948196977316 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.04965591430664, "probability": 0.999719731144096 }, { "score": 3.205752372741699, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 0.00014421809584305137 }, { "score": 2.1771745681762695, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 5.1560140533383346e-05 }, { "score": 1.4489836692810059, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.489228720787056e-05 }, { "score": 0.8170908689498901, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.3232358144641481e-05 }, { "score": 0.46060121059417725, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 9.264367095891204e-06 }, { "score": 0.08889997005462646, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 6.388339053508917e-06 }, { "score": 0.0075342655181884766, "text": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement", "probability": 5.889131897850723e-06 }, { "score": -0.6354973316192627, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 3.095894886925935e-06 }, { "score": -0.6802620887756348, "text": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 2.960364038470088e-06 }, { "score": -0.7325851917266846, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 2.809451149463179e-06 }, { "score": -0.8994824886322021, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 2.3776006451513114e-06 }, { "score": -0.9857568740844727, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 2.1810740990218737e-06 }, { "score": -1.0008573532104492, "text": "The rights granted under this Section 6 cease upon the expiration or termination of this Agreement.\n\n7. Confidentiality\n\nIt is recognized that Torvec is a public company and as such, will file this Agreement with the United States Securities and Exchange Commission in accordance with rules and regulations promulgated by the Commission. It is also recognized that Torvec is entering into this Agreement in order to promote the aftermarket sale of its IsoTorque differential and to that end, either party may issue press and other informational releases, announcements, promotional programs, packages and materials relating to the subject matter of this Agreement without the other party's approval, provided that both parties shall have the right to comment upon and offer suggestions with respect to such releases,\n\nprograms, etc. prior to their actual release.\n\n8. Insurance\n\nVendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.\n\n9. Representations\n\nVendor represents and warrants to Torvec the following:", "probability": 2.148386257286572e-06 }, { "score": -1.0683047771453857, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 2.0082617730023052e-06 }, { "score": -1.2711573839187622, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.6395420279698303e-06 }, { "score": -1.3636882305145264, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.4946410908411355e-06 }, { "score": -1.3788180351257324, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.472197673559073e-06 }, { "score": -1.4748613834381104, "text": "The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "probability": 1.3373806365183435e-06 }, { "score": -1.5037164688110352, "text": "Each", "probability": 1.299341849569728e-06 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.177460670471191, "probability": 0.9998156097423683 }, { "score": 2.604487895965576, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 6.957138697967748e-05 }, { "score": 2.213240623474121, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 4.704507119084693e-05 }, { "score": 1.4328466653823853, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.1557249110349502e-05 }, { "score": 1.0415995121002197, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.4577292246150532e-05 }, { "score": 0.7629047632217407, "text": "Vendor shall be responsible for the following in 2010:", "probability": 1.1031670180831578e-05 }, { "score": -0.1976931095123291, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 4.22142340408383e-06 }, { "score": -0.5889402627944946, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 2.8545814144034777e-06 }, { "score": -0.8877931833267212, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 2.117153074698225e-06 }, { "score": -1.1449942588806152, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.63700969592056e-06 }, { "score": -1.2560369968414307, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.4649607984767193e-06 }, { "score": -1.2595083713531494, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.4598841874073052e-06 }, { "score": -1.5102112293243408, "text": "All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.136160108454987e-06 }, { "score": -1.5813089609146118, "text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.", "probability": 1.0581864210858574e-06 }, { "score": -1.6090706586837769, "text": "In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.", "probability": 1.0292134003991136e-06 }, { "score": -1.7593597173690796, "text": "not be unreasonably withheld.", "probability": 8.855961569047252e-07 }, { "score": -1.825892686843872, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 8.285921637418409e-07 }, { "score": -1.9781990051269531, "text": "c. the SCCA runoffs at Road America.\n\n.\n\n5. Payment and Other Consideration\n\nAs consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 7.11532969225388e-07 }, { "score": -2.0561399459838867, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 6.581815553371829e-07 }, { "score": -2.244628429412842, "text": "During", "probability": 5.451125732758115e-07 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.333301544189453, "probability": 0.991316981885988 }, { "score": 6.633059978485107, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.003316111223289898 }, { "score": 5.796975612640381, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.001437216723372099 }, { "score": 5.668460369110107, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0012638886123968126 }, { "score": 4.878171920776367, "text": "Vendor shall be responsible for the following in 2010:", "probability": 0.0005734438357757516 }, { "score": 4.832376003265381, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0005477747059443118 }, { "score": 4.350378036499023, "text": "The rights granted under this Section 6 cease upon the expiration or termination of this Agreement.", "probability": 0.00033827734796110654 }, { "score": 4.16037654876709, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.", "probability": 0.00027974112652245746 }, { "score": 4.120998382568359, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.00026893950374765654 }, { "score": 3.39223575592041, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.00012976483289260781 }, { "score": 3.2849137783050537, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.00011655949821353715 }, { "score": 2.9024410247802734, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:", "probability": 7.951368167467054e-05 }, { "score": 2.867257595062256, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.", "probability": 7.676475946194987e-05 }, { "score": 2.5561513900756836, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 5.6240631082879026e-05 }, { "score": 2.399519443511963, "text": "Vendor shall be responsible for the following in 2010", "probability": 4.808679090903956e-05 }, { "score": 2.1890530586242676, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America", "probability": 3.896022045421644e-05 }, { "score": 2.0269367694854736, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 3.312952398440738e-05 }, { "score": 2.0186784267425537, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events", "probability": 3.285705563746397e-05 }, { "score": 1.7015786170959473, "text": "(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.", "probability": 2.39284157377317e-05 }, { "score": 1.6093217134475708, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:", "probability": 2.1819624953480448e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Audit Rights": [ { "text": "", "score": 12.249855041503906, "probability": 0.9999974617043631 }, { "score": -2.3044228553771973, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 4.777011853521742e-07 }, { "score": -2.5126428604125977, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 3.8790691332600637e-07 }, { "score": -2.962635040283203, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 2.4734230238661525e-07 }, { "score": -3.0632712841033936, "text": "not be unreasonably withheld.", "probability": 2.2366222127694776e-07 }, { "score": -3.1869969367980957, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.976329100625435e-07 }, { "score": -3.395216941833496, "text": "3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.6048352916997535e-07 }, { "score": -3.5642731189727783, "text": "not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement.\n\n13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties. Neither party may obligate or bind the other in any manner whatsoever, and nothing in this Agreement gives any rights to any third person. At all times, the parties are independent contractors.\n\n14. Survival\n\nThose provisions of this Agreement which by their nature extend beyond termination or expiration of this Agreement will survive such termination or expiration.\n\n15. Waiver\n\nNo waiver of a breach of any provision of this Agreement is effective unless approved in writing by the waiving party. If a party at any time fails to demand strict performance by the other of any of the terms, covenants or conditions set forth in this Agreement, that waiver does not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision of this Agreement.\n\n16. Other Instruments\n\nThe parties will execute and deliver such other and further instruments and documents as are or may become necessary to effectuate and carry out the rights, responsibilities, and obligations created by this Agreement.\n\n17. Paragraph Headings\n\nParagraph headings in this Agreement are for convenience only.", "probability": 1.355221557699868e-07 }, { "score": -3.8452091217041016, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 1.0232961629810173e-07 }, { "score": -3.8490824699401855, "text": "Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.0193402468593349e-07 }, { "score": -3.9120419025421143, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 9.571417002180259e-08 }, { "score": -4.367496490478516, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 6.069806179494544e-08 }, { "score": -4.385772705078125, "text": "Vendor represents and warrants to Torvec the following:", "probability": 5.9598806700401526e-08 }, { "score": -4.446061134338379, "text": "All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 5.611185575909596e-08 }, { "score": -4.611600875854492, "text": "(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 4.7551216929330195e-08 }, { "score": -4.612622261047363, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 4.750267361538675e-08 }, { "score": -4.731656551361084, "text": "Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 4.217179808380914e-08 }, { "score": -4.794615745544434, "text": "4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 3.959855040274823e-08 }, { "score": -5.081525802612305, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.972184967229889e-08 }, { "score": -5.250070571899414, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.5111795732404204e-08 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Uncapped Liability": [ { "score": 14.675064086914062, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.6191716166413144 }, { "score": 13.990213394165039, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.31216496739274885 }, { "text": "", "score": 12.329057693481445, "probability": 0.05928617184628253 }, { "score": 9.955209732055664, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.", "probability": 0.005520829537930617 }, { "score": 8.235261917114258, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH", "probability": 0.000988645269798402 }, { "score": 8.085588455200195, "text": "(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.000851212777585261 }, { "score": 7.79468297958374, "text": "(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.0006363550447998526 }, { "score": 7.428844451904297, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH", "probability": 0.00044138527188288993 }, { "score": 6.866471290588379, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.\n\n.", "probability": 0.00025152564816709265 }, { "score": 6.793518543243408, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America", "probability": 0.00023382950011256457 }, { "score": 6.227286338806152, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:", "probability": 0.00013273571065900333 }, { "score": 5.839325904846191, "text": ".", "probability": 9.00531074773698e-05 }, { "score": 5.119528770446777, "text": "Upon", "probability": 4.384244644294942e-05 }, { "score": 4.940430641174316, "text": "(a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days.\n\n(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 3.665333117374751e-05 }, { "score": 4.838516712188721, "text": "Upon", "probability": 3.310189020765944e-05 }, { "score": 4.785255432128906, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 3.138496971018817e-05 }, { "score": 4.652012825012207, "text": ".", "probability": 2.7469780225507534e-05 }, { "score": 4.501588821411133, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);", "probability": 2.363343616399969e-05 }, { "score": 4.488755226135254, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);", "probability": 2.33320721375052e-05 }, { "score": 3.759678840637207, "text": "(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.", "probability": 1.125432517959158e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Cap On Liability": [ { "score": 14.654657363891602, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.5760197643711849 }, { "score": 14.128636360168457, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.34039985459111227 }, { "text": "", "score": 12.208843231201172, "probability": 0.04991531355567459 }, { "score": 10.788801193237305, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.012064723757135349 }, { "score": 10.53996753692627, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.009406981687377818 }, { "score": 9.670397758483887, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH", "probability": 0.003942765449532055 }, { "score": 9.506847381591797, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.", "probability": 0.0033478956723362596 }, { "score": 8.354243278503418, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH", "probability": 0.001057309937722639 }, { "score": 8.345332145690918, "text": "(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.0010479299636117151 }, { "score": 8.284867286682129, "text": "General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.0009864446091476643 }, { "score": 7.923280715942383, "text": "(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.0006871280083111046 }, { "score": 7.258998870849609, "text": "General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.0003536256116197345 }, { "score": 6.9492669105529785, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America", "probability": 0.00025943515808950126 }, { "score": 6.260436058044434, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:", "probability": 0.0001302786927742456 }, { "score": 6.03152322769165, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.00010362339409212567 }, { "score": 5.710318565368652, "text": ".", "probability": 7.515543636063816e-05 }, { "score": 5.626077651977539, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:", "probability": 6.908361208323948e-05 }, { "score": 5.277205467224121, "text": "Upon", "probability": 4.873733435407221e-05 }, { "score": 5.230155944824219, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);", "probability": 4.649737378081216e-05 }, { "score": 5.013814449310303, "text": "(a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days.\n\n(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 3.7451783699438316e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Liquidated Damages": [ { "score": 12.906322479248047, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.6902724013760072 }, { "text": "", "score": 12.078994750976562, "probability": 0.30179819816341946 }, { "score": 7.832152843475342, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH", "probability": 0.004318536918048547 }, { "score": 6.952919960021973, "text": "(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.0017926299458483753 }, { "score": 5.972289085388184, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);", "probability": 0.0006723696000544385 }, { "score": 5.312564849853516, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:", "probability": 0.00034761097059723284 }, { "score": 5.135380268096924, "text": "(a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days.\n\n(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 0.00029116769483979345 }, { "score": 4.344430923461914, "text": "Upon", "probability": 0.00013201955129417756 }, { "score": 4.207861423492432, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na.", "probability": 0.0001151666865875285 }, { "score": 3.827897310256958, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL,", "probability": 7.876087900646787e-05 }, { "score": 2.982924461364746, "text": ".", "probability": 3.383323371367886e-05 }, { "score": 2.6589622497558594, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in", "probability": 2.4470819179326617e-05 }, { "score": 2.6393702030181885, "text": "Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days.\n\n(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 2.3996051765395842e-05 }, { "score": 2.3976519107818604, "text": "DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 1.8843556303748268e-05 }, { "score": 2.3062801361083984, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle", "probability": 1.719810563286636e-05 }, { "score": 2.200568199157715, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH", "probability": 1.547285662276412e-05 }, { "score": 2.1941068172454834, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 1.5373202883991047e-05 }, { "score": 1.8787508010864258, "text": "(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH", "probability": 1.121519892374015e-05 }, { "score": 1.8113374710083008, "text": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL", "probability": 1.0484065940043598e-05 }, { "score": 1.7888681888580322, "text": "EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "probability": 1.0251123331323858e-05 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.846319198608398, "probability": 0.9987030580819031 }, { "score": 4.24038028717041, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 0.0004968428917042322 }, { "score": 3.9074547290802, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 0.00035614868735338534 }, { "score": 2.3620924949645996, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 7.594322872165163e-05 }, { "score": 2.268068313598633, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder", "probability": 6.912814038115514e-05 }, { "score": 2.216366767883301, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:", "probability": 6.56449282617358e-05 }, { "score": 1.8448872566223145, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder", "probability": 4.5276169401958896e-05 }, { "score": 1.5927343368530273, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.\n\n.\n\n5. Payment and Other Consideration\n\nAs consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "probability": 3.518528349074174e-05 }, { "score": 1.5598933696746826, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.", "probability": 3.4048532911080725e-05 }, { "score": 1.2614953517913818, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 2.5264213985945842e-05 }, { "score": 1.0368683338165283, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 2.018141052175204e-05 }, { "score": 0.985865592956543, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:", "probability": 1.917791139603768e-05 }, { "score": 0.6258906126022339, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.3380309530919138e-05 }, { "score": 0.4801650047302246, "text": "Vendor shall be responsible for the following in 2010:", "probability": 1.156587070064889e-05 }, { "score": -0.04487466812133789, "text": "Notwithstanding", "probability": 6.841581426113279e-06 }, { "score": -0.16673636436462402, "text": "Notwithstanding", "probability": 6.056652237136615e-06 }, { "score": -0.46983301639556885, "text": "Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double);\n\nc. the SCCA runoffs at Road America.\n\n.\n\n5. Payment and Other Consideration\n\nAs consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder", "probability": 4.473005523417878e-06 }, { "score": -0.47470641136169434, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 4.451259831527591e-06 }, { "score": -0.6391987800598145, "text": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010", "probability": 3.7761115723953113e-06 }, { "score": -0.6993334293365479, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 3.5557291451464086e-06 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Insurance": [ { "score": 12.719654083251953, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.13887005394419188 }, { "score": 12.650981903076172, "text": "In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.", "probability": 0.12965362247183515 }, { "score": 12.572993278503418, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "probability": 0.11992635276469506 }, { "score": 12.479418754577637, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.", "probability": 0.1092133494432422 }, { "score": 12.38174819946289, "text": "Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.", "probability": 0.09905078994954303 }, { "score": 12.117149353027344, "text": "In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement.", "probability": 0.07602284611865916 }, { "score": 12.058841705322266, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.", "probability": 0.07171688781367115 }, { "text": "", "score": 11.922537803649902, "probability": 0.06257853654122246 }, { "score": 11.879215240478516, "text": "Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.", "probability": 0.05992536009450211 }, { "score": 11.687726020812988, "text": "CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.", "probability": 0.04948207930209327 }, { "score": 11.463302612304688, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract.", "probability": 0.039535031853048755 }, { "score": 11.092187881469727, "text": "CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract.", "probability": 0.027277779427582614 }, { "score": 9.37985610961914, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better", "probability": 0.004922126529317326 }, { "score": 8.56809139251709, "text": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement", "probability": 0.002185786988336193 }, { "score": 8.529618263244629, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract", "probability": 0.0021032900561595625 }, { "score": 8.350991249084473, "text": "General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "probability": 0.001759229269349238 }, { "score": 8.32155990600586, "text": "In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement", "probability": 0.0017082072946893179 }, { "score": 8.205821990966797, "text": "In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement", "probability": 0.0015215149861217989 }, { "score": 8.158502578735352, "text": "CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract", "probability": 0.001451194670139495 }, { "score": 7.87774658203125, "text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence", "probability": 0.0010959604816000775 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.06035041809082, "probability": 0.9768201122678135 }, { "score": 8.15623664855957, "text": "Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.019691532933198343 }, { "score": 6.287781715393066, "text": "c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 0.0030396239583068566 }, { "score": 3.2736403942108154, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.", "probability": 0.00014920896418614755 }, { "score": 1.9836610555648804, "text": "Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 4.107371704537533e-05 }, { "score": 1.758063793182373, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The", "probability": 3.277844604511956e-05 }, { "score": 1.6915788650512695, "text": "Sole right to disapprove any driver selected by Vendor for any reason", "probability": 3.0670038655134137e-05 }, { "score": 1.5974116325378418, "text": "Sole", "probability": 2.7913739029939925e-05 }, { "score": 1.5862164497375488, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy", "probability": 2.7602982353402787e-05 }, { "score": 1.4051849842071533, "text": "c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.", "probability": 2.3032179749981242e-05 }, { "score": 0.921452522277832, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.4198834669456711e-05 }, { "score": 0.9060813188552856, "text": "c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 1.398225033871089e-05 }, { "score": 0.8724918365478516, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 1.3520393969936389e-05 }, { "score": 0.8094713687896729, "text": "not be unreasonably withheld.", "probability": 1.2694625846586594e-05 }, { "score": 0.7408915758132935, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 1.185321275314325e-05 }, { "score": 0.7177557945251465, "text": "Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..\n\n6. Grant of License\n\nEach party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement. Neither party will use the other's Trademarks without obtaining the prior approval of the other party.", "probability": 1.1582127392880853e-05 }, { "score": 0.6294012069702148, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 1.0602698883923059e-05 }, { "score": 0.5804405212402344, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason.", "probability": 1.0096086713623923e-05 }, { "score": 0.5290064811706543, "text": "any driver selected by Vendor for any reason.", "probability": 9.589932541356966e-06 }, { "score": 0.3882293701171875, "text": "Sole right to disapprove any driver selected by Vendor", "probability": 8.33061050615504e-06 } ], "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.922195434570312, "probability": 0.6305479941287945 }, { "score": 10.191183090209961, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.11167322009927551 }, { "score": 9.809211730957031, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.07621860321974867 }, { "score": 9.773436546325684, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.07354006685772348 }, { "score": 9.497659683227539, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.055815606792833386 }, { "score": 7.877650737762451, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.011045737163166182 }, { "score": 7.632898807525635, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.008647693571071782 }, { "score": 7.582348346710205, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.\n\n c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n (a) Payment Schedule\n\n\n\n\n\nTorvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "probability": 0.008221413766941011 }, { "score": 7.321347236633301, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.006332791127046322 }, { "score": 6.921813011169434, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.004246974511788598 }, { "score": 6.450220108032227, "text": "As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.0026501439167031958 }, { "score": 6.138668537139893, "text": "As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n 3. Responsibilities and Benefits\n\n Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0019407264773159338 }, { "score": 6.079888343811035, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "probability": 0.001829938175663465 }, { "score": 5.8510589599609375, "text": "Vendor shall be responsible for the following in 2010:", "probability": 0.0014556503819334878 }, { "score": 5.802745819091797, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.00138699516831105 }, { "score": 5.768336772918701, "text": "Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0013400817393265532 }, { "score": 5.524247646331787, "text": "Primary sponsorship rights to all of Vendor's participation efforts in the above race events.", "probability": 0.0010498438984904914 }, { "score": 5.362746238708496, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events", "probability": 0.0008932757790920131 }, { "score": 5.091978549957275, "text": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits", "probability": 0.0006813851200175388 }, { "score": 4.745500564575195, "text": "Vendor shall be responsible for the following in 2010:\n\n 4. Torvec Benefits\n\n During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms.", "probability": 0.0004818581047568225 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Document Name": [ { "score": 13.791154861450195, "text": "ENDORSEMENT AGREEMENT", "probability": 0.3174866776428044 }, { "score": 13.748254776000977, "text": "ENDORSEMENT AGREEMENT This Endorsement Agreement", "probability": 0.3041544926499592 }, { "score": 13.688905715942383, "text": "Endorsement Agreement", "probability": 0.286628431089854 }, { "score": 11.253135681152344, "text": "ENDORSEMENT AGREEMENT This Endorsement Agreement (\"", "probability": 0.025088678208213876 }, { "score": 11.19378662109375, "text": "Endorsement Agreement (\"", "probability": 0.023643012504222884 }, { "text": "", "score": 10.666081428527832, "probability": 0.013948366774965098 }, { "score": 9.67448902130127, "text": "ENTIRE AGREEMENT", "probability": 0.005174641270938593 }, { "score": 9.346076011657715, "text": "ENDORSEMENT AGREEMENT This Endorsement", "probability": 0.003726080986609319 }, { "score": 9.286726951599121, "text": "Endorsement", "probability": 0.0035113758734929786 }, { "score": 9.27082347869873, "text": "ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\")", "probability": 0.0034559745071829633 }, { "score": 9.211474418640137, "text": "Endorsement Agreement (\"Agreement\")", "probability": 0.003256833533017737 }, { "score": 8.807921409606934, "text": "ENDORSEMENT AGREEMENT This", "probability": 0.0021753779192612045 }, { "score": 8.793460845947266, "text": "ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\") made October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 0.0021441470803589715 }, { "score": 8.734112739562988, "text": "Endorsement Agreement (\"Agreement\") made October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 0.002020598461058177 }, { "score": 7.769779682159424, "text": "ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement", "probability": 0.0007703276601244982 }, { "score": 7.710431098937988, "text": "Endorsement Agreement (\"Agreement", "probability": 0.0007259400050530783 }, { "score": 7.525277137756348, "text": "ENDORSEMENT AGRE", "probability": 0.0006032389654853405 }, { "score": 7.47579288482666, "text": "ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Ag", "probability": 0.0005741146755942845 }, { "score": 7.416444301605225, "text": "Endorsement Agreement (\"Ag", "probability": 0.0005410331629979427 }, { "score": 7.038240909576416, "text": "ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\") made", "probability": 0.00037065702880559017 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Parties": [ { "score": 12.732011795043945, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc.", "probability": 0.09452363172035817 }, { "score": 12.626091957092285, "text": "NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc.", "probability": 0.08502369959568654 }, { "score": 12.599950790405273, "text": "Food For Athletes, Inc.", "probability": 0.08282988031928322 }, { "score": 12.578481674194336, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC", "probability": 0.08107054921080262 }, { "score": 12.569933891296387, "text": "National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc.", "probability": 0.08038052902941585 }, { "score": 12.47256088256836, "text": "NFLA-NC", "probability": 0.07292262604713572 }, { "score": 12.136518478393555, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122", "probability": 0.05210998378235516 }, { "score": 12.052871704101562, "text": "National Football League Alumni - Northern California Chapter", "probability": 0.04792847442379192 }, { "score": 12.030599594116211, "text": "NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122", "probability": 0.0468728057919999 }, { "score": 12.004457473754883, "text": "Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122", "probability": 0.04566332928152448 }, { "score": 11.974441528320312, "text": "National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122", "probability": 0.04431306735146069 }, { "score": 11.961531639099121, "text": "NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc.", "probability": 0.04374466744516756 }, { "score": 11.920734405517578, "text": "National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA", "probability": 0.04199592059290299 }, { "score": 11.814813613891602, "text": "NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA", "probability": 0.03777515809025012 }, { "score": 11.758655548095703, "text": "National Football League Alumni, Inc. (\"NFLA", "probability": 0.03571224500819259 }, { "text": "", "score": 11.467971801757812, "probability": 0.02670390691392816 }, { "score": 11.366039276123047, "text": "NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122", "probability": 0.024116044248173166 }, { "score": 11.273456573486328, "text": "Gridiron BioNutrients\u2122", "probability": 0.021983554537323608 }, { "score": 11.150253295898438, "text": "NFLA", "probability": 0.01943530728731611 }, { "score": 10.884161949157715, "text": "National Football League Alumni - Northern California Chapter (\"NFLA", "probability": 0.01489461932293137 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Agreement Date": [ { "score": 15.595405578613281, "text": "October 30, 2017", "probability": 0.6534815713511055 }, { "score": 14.65562629699707, "text": "October 30, 2017,", "probability": 0.2553244402425471 }, { "score": 13.134675979614258, "text": "October 30, 2017", "probability": 0.05578944722919195 }, { "score": 12.147578239440918, "text": "October 30, 2017.", "probability": 0.02079030960080165 }, { "text": "", "score": 10.909074783325195, "probability": 0.006025398013078143 }, { "score": 10.72464656829834, "text": "The parties have executed this Agreement on October 30, 2017", "probability": 0.005010598266457018 }, { "score": 9.737548828125, "text": "The parties have executed this Agreement on October 30, 2017.", "probability": 0.0018672328624610083 }, { "score": 8.264664649963379, "text": "October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 0.00042808795768477763 }, { "score": 7.947787284851074, "text": "October 30", "probability": 0.0003118278641111261 }, { "score": 7.252676963806152, "text": "30, 2017", "probability": 0.00015560815134682185 }, { "score": 7.2162766456604, "text": "October 30,", "probability": 0.00015004581469687536 }, { "score": 7.108473777770996, "text": ", 2017", "probability": 0.00013471181740833989 }, { "score": 7.076580047607422, "text": "October", "probability": 0.0001304831475298074 }, { "score": 6.771758556365967, "text": "This Endorsement Agreement (\"Agreement\") made October 30, 2017", "probability": 9.619934890213451e-05 }, { "score": 6.654726505279541, "text": "Endorsement Agreement (\"Agreement\") made October 30, 2017", "probability": 8.557477356688151e-05 }, { "score": 6.312897205352783, "text": "30, 2017,", "probability": 6.079826415403757e-05 }, { "score": 6.168694019317627, "text": ", 2017,", "probability": 5.2633776499331206e-05 }, { "score": 5.831978797912598, "text": "This Endorsement Agreement (\"Agreement\") made October 30, 2017,", "probability": 3.7586420604423254e-05 }, { "score": 5.731986045837402, "text": "October", "probability": 3.4009846272835025e-05 }, { "score": 5.714946746826172, "text": "Endorsement Agreement (\"Agreement\") made October 30, 2017,", "probability": 3.3435251580395284e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Effective Date": [ { "score": 15.259122848510742, "text": "October 30, 2017", "probability": 0.5827960161066921 }, { "score": 14.011966705322266, "text": "October 30, 2017,", "probability": 0.16744937978104293 }, { "score": 12.842947006225586, "text": "October 30, 2017", "probability": 0.05202172377424439 }, { "score": 12.835447311401367, "text": "October 30, 2017.", "probability": 0.05163303606313903 }, { "score": 12.199792861938477, "text": "The parties have executed this Agreement on October 30, 2017", "probability": 0.02734427687501362 }, { "score": 12.192291259765625, "text": "The parties have executed this Agreement on October 30, 2017.", "probability": 0.027139918454317843 }, { "score": 11.997982025146484, "text": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "probability": 0.022347096791545833 }, { "score": 11.986438751220703, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 0.02209062126335393 }, { "score": 11.656829833984375, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.01588768409706779 }, { "text": "", "score": 11.522834777832031, "probability": 0.013895279356826351 }, { "score": 11.384506225585938, "text": "All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.012100183473557218 }, { "score": 9.908010482788086, "text": "November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "probability": 0.0027641270553995863 }, { "score": 8.365202903747559, "text": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017", "probability": 0.0005909152302796432 }, { "score": 8.131467819213867, "text": "October 30", "probability": 0.00046775164790837406 }, { "score": 7.974493980407715, "text": "October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc.", "probability": 0.00039979969108635497 }, { "score": 7.574239730834961, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate", "probability": 0.0002679256186994845 }, { "score": 7.484628200531006, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017", "probability": 0.0002449607195978729 }, { "score": 7.232330799102783, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020", "probability": 0.0001903378151846517 }, { "score": 7.212304592132568, "text": "All terms of this Agreement will automatically commence on November 1st, 2017", "probability": 0.00018656398458324772 }, { "score": 7.189744472503662, "text": "November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.00018240220045974455 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Expiration Date": [ { "score": 16.063034057617188, "text": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "probability": 0.629279771359779 }, { "score": 15.49101734161377, "text": "All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.35515674574763795 }, { "text": "", "score": 11.63943099975586, "probability": 0.007545662444361782 }, { "score": 10.968376159667969, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.0038571094175909875 }, { "score": 9.638223648071289, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.0010199621673768694 }, { "score": 9.375113487243652, "text": "A. \"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "probability": 0.00078400128074768 }, { "score": 9.251297950744629, "text": "All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020", "probability": 0.0006926986924802658 }, { "score": 8.261140823364258, "text": "All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2", "probability": 0.0002573502480797679 }, { "score": 8.235467910766602, "text": "November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "probability": 0.000250827406092261 }, { "score": 7.943472862243652, "text": "All terms of this Agreement will automatically commence on November 1st, 2017", "probability": 0.00018731094229304843 }, { "score": 7.632390022277832, "text": ".", "probability": 0.0001372339575930257 }, { "score": 7.5481343269348145, "text": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement. B. \"Contract Territory\" shall mean worldwide. C. \"Contract Year\" shall mean each of the consecutive 12-month periods beginning on the effective date of the Agreement of the Contract Period.", "probability": 0.0001261449312131681 }, { "score": 7.536344051361084, "text": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement", "probability": 0.00012466638109640365 }, { "score": 7.424445629119873, "text": "As used in this Agreement, the following terms shall be defined as follows: A. \"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "probability": 0.00011146858427650775 }, { "score": 7.329671859741211, "text": "November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.0001013894483880779 }, { "score": 7.201990127563477, "text": ".", "probability": 8.923624528022748e-05 }, { "score": 7.111088752746582, "text": "Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "probability": 8.148230820629222e-05 }, { "score": 7.095103740692139, "text": "unless terminated sooner or extended as provided in this Agreement.", "probability": 8.01901674838347e-05 }, { "score": 6.777589797973633, "text": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement. B. \"Contract Territory\" shall mean worldwide.", "probability": 5.8374956142687934e-05 }, { "score": 6.777561664581299, "text": "November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "probability": 5.8373313880245605e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Renewal Term": [ { "score": 12.866740226745605, "text": "All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.4575418593142769 }, { "score": 12.638654708862305, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.3642290246631925 }, { "text": "", "score": 11.365571975708008, "probability": 0.10197218961361983 }, { "score": 10.803133964538574, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "probability": 0.05810560402885227 }, { "score": 8.93980598449707, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020", "probability": 0.009015399169554657 }, { "score": 7.6919355392456055, "text": "All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020", "probability": 0.002588461513016456 }, { "score": 7.463850021362305, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020", "probability": 0.0020605607838311657 }, { "score": 7.171719551086426, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.001538561210224515 }, { "score": 6.950081825256348, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities.", "probability": 0.0012327038081051396 }, { "score": 5.8692121505737305, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value)", "probability": 0.0004182567921182552 }, { "score": 5.336198806762695, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "probability": 0.00024544729387814684 }, { "score": 5.195875644683838, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.00021331268058029555 }, { "score": 5.120750427246094, "text": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "probability": 0.00019787467104900573 }, { "score": 4.975826740264893, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities", "probability": 0.00017117906439207035 }, { "score": 4.954565525054932, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal", "probability": 0.00016757800654810146 }, { "score": 4.061478614807129, "text": "Due", "probability": 6.86047684564251e-05 }, { "score": 4.021092414855957, "text": "All", "probability": 6.588928565518155e-05 }, { "score": 3.98018479347229, "text": "All terms of this Agreement will automatically commence on November 1st, 2017", "probability": 6.324829824370594e-05 }, { "score": 3.793006658554077, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All", "probability": 5.245156052858576e-05 }, { "score": 3.7803807258605957, "text": "Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 5.179347387690763e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.786051750183105, "probability": 0.4440911349707729 }, { "score": 11.725411415100098, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 0.417961559438316 }, { "score": 10.078068733215332, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "probability": 0.08048306449477745 }, { "score": 9.357507705688477, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "probability": 0.03915334094442022 }, { "score": 7.349698066711426, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 0.005257607718058263 }, { "score": 7.100770473480225, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.00409902247113863 }, { "score": 6.6274027824401855, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020", "probability": 0.0025532851715001858 }, { "score": 6.380209922790527, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.001994090332998702 }, { "score": 5.906842231750488, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020", "probability": 0.0012421208504531905 }, { "score": 5.70235538482666, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "probability": 0.0010124098054121945 }, { "score": 5.692427635192871, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.001002408581305182 }, { "score": 4.641214370727539, "text": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "probability": 0.0003503552710633545 }, { "score": 3.9034535884857178, "text": "Any", "probability": 0.00016753410083143318 }, { "score": 3.676300048828125, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.00013349090897283908 }, { "score": 3.5389158725738525, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due", "probability": 0.0001163553885186751 }, { "score": 3.268749475479126, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 8.880853893835473e-05 }, { "score": 3.2626218795776367, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 8.82660199651722e-05 }, { "score": 3.1133289337158203, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 7.602500222480292e-05 }, { "score": 3.0660667419433594, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate", "probability": 7.251548106921297e-05 }, { "score": 2.8183553218841553, "text": "Due", "probability": 5.6604509263143065e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Governing Law": [ { "score": 15.784152030944824, "text": "This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 0.9674858893562864 }, { "text": "", "score": 12.213748931884766, "probability": 0.027229412775239673 }, { "score": 10.392894744873047, "text": "This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws", "probability": 0.0044080991027861715 }, { "score": 7.630141258239746, "text": "SECTION TWENTY. GOVERNING LAW; ARBITRATION This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 0.00027822923115847085 }, { "score": 6.892940044403076, "text": ".", "probability": 0.00013311908886599446 }, { "score": 6.50747537612915, "text": "This", "probability": 9.053888838491318e-05 }, { "score": 6.436302185058594, "text": "Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 8.431891973751038e-05 }, { "score": 6.326631546020508, "text": "GOVERNING LAW; ARBITRATION This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 7.556064918237909e-05 }, { "score": 5.532295227050781, "text": "without regard to its principles of conflicts of laws.", "probability": 3.414442475815618e-05 }, { "score": 5.307095050811768, "text": "the laws of California without regard to its principles of conflicts of laws.", "probability": 2.725941971529453e-05 }, { "score": 5.181225299835205, "text": "its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 2.4035439524360696e-05 }, { "score": 5.018338203430176, "text": "shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 2.04226032847373e-05 }, { "score": 4.990264892578125, "text": "TWENTY. GOVERNING LAW; ARBITRATION This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 1.9857246048885757e-05 }, { "score": 4.8748250007629395, "text": "be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 1.769229243254865e-05 }, { "score": 4.843127250671387, "text": "by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 1.7140281538672772e-05 }, { "score": 4.544571876525879, "text": "and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 1.2716189745340223e-05 }, { "score": 4.483617782592773, "text": "California without regard to its principles of conflicts of laws.", "probability": 1.1964236052231692e-05 }, { "score": 4.3847832679748535, "text": "This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws. If a dispute arises under this Agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer not employed by or associated with either party to this Agreement) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office of the American Arbitration Association located within 225 miles of Hayward, California.", "probability": 1.0838312995350795e-05 }, { "score": 4.303081035614014, "text": "conflicts of laws.", "probability": 9.988007504853323e-06 }, { "score": 4.173435688018799, "text": "in accordance with, the laws of California without regard to its principles of conflicts of laws.", "probability": 8.773534757517153e-06 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Most Favored Nation": [ { "text": "", "score": 11.967841148376465, "probability": 0.7135621929574085 }, { "score": 9.896950721740723, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.08996126353434332 }, { "score": 8.96017074584961, "text": "Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People);", "probability": 0.03525471208921888 }, { "score": 8.952017784118652, "text": "Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and", "probability": 0.03496845029710638 }, { "score": 8.84314250946045, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 0.03136118432470096 }, { "score": 8.482878684997559, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.021874184154682827 }, { "score": 8.359875679016113, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number).", "probability": 0.01934248805290213 }, { "score": 8.286855697631836, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 0.01798043367119772 }, { "score": 7.7720794677734375, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 0.01074572411322518 }, { "score": 7.418950080871582, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 0.007548723919085835 }, { "score": 6.69960880279541, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities.", "probability": 0.003676779575020184 }, { "score": 6.40787410736084, "text": "SPECIAL RIGHT OF TERMINATION Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 0.0027464318445942454 }, { "score": 6.14435338973999, "text": "Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and F. Marketing Commitment. Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products.", "probability": 0.0021101981235663045 }, { "score": 6.054744720458984, "text": "SPECIAL RIGHT OF TERMINATION Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 0.0019293307309008485 }, { "score": 5.899332046508789, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities. The Company agrees to pay for all shipping costs of the Products under the Product Commitment to the fulfillment center, currently Sharp Marketing, located in Fort Lauderdale, FL and to any subsequent fulfillment center that is contracted by the NFLA to provide distribution to existing and new NFLA members. E. Affiliated Partnership Commitment. Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and", "probability": 0.0016516263964845945 }, { "score": 5.565354347229004, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration:", "probability": 0.0011826797023441506 }, { "score": 5.539564609527588, "text": "Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and", "probability": 0.0011525686500196864 }, { "score": 5.426856994628906, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number). SECTION TWO. GRANT OF RIGHTS In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.0010297184809259462 }, { "score": 5.392048358917236, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities. The Company agrees to pay for all shipping costs of the Products under the Product Commitment to the fulfillment center, currently Sharp Marketing, located in Fort Lauderdale, FL and to any subsequent fulfillment center that is contracted by the NFLA to provide distribution to existing and new NFLA members. E. Affiliated Partnership Commitment. Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People);", "probability": 0.0009944920344548984 }, { "score": 5.321572780609131, "text": "If Company desires to use the services of the NFLA-NC and/or any of its officers and members as a model in connection with Company advertising to promote its Products or as a part of a special promotional appearance for the Company, the NFLA-NC agrees, at the request of Company, to provide a good faith effort services of the officers or members of the NFLA for a reasonable amount of time as mutually agreed upon by all parties and at places reasonably convenient to each parties schedule.", "probability": 0.0009268173478172951 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Compete": [ { "text": "", "score": 11.554732322692871, "probability": 0.5708257428844953 }, { "score": 10.945291519165039, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.3103321516192765 }, { "score": 9.111419677734375, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.04958911427019251 }, { "score": 8.799176216125488, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 0.03628947947633446 }, { "score": 8.189445495605469, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 0.01972323055798001 }, { "score": 6.289474010467529, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA", "probability": 0.002950060480535093 }, { "score": 6.2526326179504395, "text": "Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products.", "probability": 0.0028433538243588462 }, { "score": 6.006396770477295, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.002222757255086789 }, { "score": 5.240146636962891, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.001033032135451968 }, { "score": 4.9774322509765625, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.0007943619322934379 }, { "score": 4.883349418640137, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 0.0007230340808642426 }, { "score": 4.847226619720459, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 0.0006973821649283989 }, { "score": 4.694146156311035, "text": "following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.0005983962122496423 }, { "score": 4.018935203552246, "text": "Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.00030461300780150593 }, { "score": 3.7805063724517822, "text": "Except", "probability": 0.0002399938535928508 }, { "score": 3.7431578636169434, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.00023119576153044858 }, { "score": 3.412874937057495, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.0001661651008616477 }, { "score": 3.366133213043213, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products. 7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 0.00015857697998864853 }, { "score": 3.321261167526245, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks", "probability": 0.00015161859258335458 }, { "score": 3.134107828140259, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA", "probability": 0.00012573980959430312 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Exclusivity": [ { "score": 12.672490119934082, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.5201150025434236 }, { "text": "", "score": 12.079296112060547, "probability": 0.28739452920406966 }, { "score": 10.852361679077148, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.08426120058320581 }, { "score": 10.19957447052002, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.04386577031416953 }, { "score": 9.51482105255127, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.022117759397830842 }, { "score": 9.348518371582031, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.018729095007983056 }, { "score": 8.284567832946777, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.006463220085654324 }, { "score": 7.9956159591674805, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.00484126371647846 }, { "score": 7.694692611694336, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.0035831863183298875 }, { "score": 7.567403793334961, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.0031549215148884745 }, { "score": 7.093000411987305, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.0019631694586164927 }, { "score": 6.389548301696777, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.0009715215070992711 }, { "score": 6.256251811981201, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 0.0008502810287417838 }, { "score": 5.803586959838867, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 0.0005407202595216873 }, { "score": 5.5057902336120605, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement", "probability": 0.0004014589708578755 }, { "score": 4.997632026672363, "text": "NFL", "probability": 0.00024151875525324666 }, { "score": 4.693548679351807, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.00017819238553840215 }, { "score": 4.439875602722168, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event. Company agrees that the quality of all services offered by Company under the Licensed Marks will conform to Licensor's written quality control standards and that Company will annually provide to NFLA samples of any advertising and marketing materials that use the Licensed Marks.", "probability": 0.0001382675681605013 }, { "score": 4.160246849060059, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.00010453918257191956 }, { "score": 3.9460413455963135, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 8.438219760522143e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.086530685424805, "probability": 0.9455104184513047 }, { "score": 8.406259536743164, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.02384211985514146 }, { "score": 8.29062271118164, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.021238528892231216 }, { "score": 6.6124749183654785, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.003965647477400316 }, { "score": 5.930504322052002, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.002005109241175348 }, { "score": 5.018267631530762, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.0008053018145929438 }, { "score": 5.011346340179443, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 0.0007997473303837698 }, { "score": 4.427910327911377, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.0004462412961565563 }, { "score": 4.151252269744873, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.0003383909115758508 }, { "score": 4.11122465133667, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.0003251134349076519 }, { "score": 3.5981836318969727, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.00019463638634786728 }, { "score": 3.0849528312683105, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA", "probability": 0.00011650128836241905 }, { "score": 2.9754440784454346, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks", "probability": 0.00010441711293594857 }, { "score": 2.38643479347229, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 5.7938626937478365e-05 }, { "score": 2.2020599842071533, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 4.818315529596073e-05 }, { "score": 2.1496469974517822, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA", "probability": 4.572277341845812e-05 }, { "score": 2.044389486312866, "text": "Except", "probability": 4.1154734981973055e-05 }, { "score": 2.0107197761535645, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 3.9792134882124304e-05 }, { "score": 2.0081071853637695, "text": "Company", "probability": 3.968831000204356e-05 }, { "score": 1.892257571220398, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 3.534677196627065e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.729354858398438, "probability": 0.24122840947008864 }, { "score": 11.434158325195312, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.17956687632312313 }, { "score": 11.393159866333008, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.1723537842893765 }, { "score": 11.160207748413086, "text": "It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.13653720366407138 }, { "score": 10.293974876403809, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.057418368439747625 }, { "score": 9.7642822265625, "text": "It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 0.03380712604339598 }, { "score": 9.7374849319458, "text": "The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 0.03291321718812776 }, { "score": 9.59208869934082, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.028459387833987538 }, { "score": 9.408134460449219, "text": "It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.02367746717643462 }, { "score": 9.308402061462402, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 0.02142999218594209 }, { "score": 9.287184715270996, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 0.020980094319874965 }, { "score": 8.881412506103516, "text": "Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 0.013982434866607324 }, { "score": 8.673357963562012, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.011356012586345277 }, { "score": 8.431337356567383, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.00891492412158033 }, { "score": 7.8890557289123535, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing.", "probability": 0.005183316551523243 }, { "score": 7.507247447967529, "text": "Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 0.0035382661936413924 }, { "score": 7.445764541625977, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 0.003327275912832832 }, { "score": 6.988722801208496, "text": "It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards", "probability": 0.0021066777585257664 }, { "score": 6.961925506591797, "text": "The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards", "probability": 0.0020509741799037474 }, { "score": 6.399066925048828, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing.", "probability": 0.0011681908948697885 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.142021179199219, "probability": 0.999934423992114 }, { "score": 1.1598423719406128, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 1.7000898108075854e-05 }, { "score": 1.1463127136230469, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 1.6772430793035807e-05 }, { "score": 1.084341049194336, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 1.576456736395597e-05 }, { "score": -0.2652311325073242, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products. 7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 4.088559338792563e-06 }, { "score": -0.9135867953300476, "text": "If either party at any time during the Contract Period shall:", "probability": 2.1379277211589406e-06 }, { "score": -0.9811602830886841, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 1.9982334545470954e-06 }, { "score": -1.6253044605255127, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 1.0492958709074087e-06 }, { "score": -1.7625913619995117, "text": "Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 9.146922936184424e-07 }, { "score": -1.7769875526428223, "text": "NFL", "probability": 9.016185408920374e-07 }, { "score": -1.8451967239379883, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 8.421703887039658e-07 }, { "score": -2.21195912361145, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 5.836024157174188e-07 }, { "score": -2.2753052711486816, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 5.477800339366181e-07 }, { "score": -2.2960147857666016, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 5.365524356470866e-07 }, { "score": -2.339811325073242, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 5.135604554216052e-07 }, { "score": -2.369856834411621, "text": "Company", "probability": 4.983597696315597e-07 }, { "score": -2.5618531703948975, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 4.113012478687485e-07 }, { "score": -2.6844310760498047, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It", "probability": 3.6385229544454765e-07 }, { "score": -2.7011284828186035, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 3.5782734615894846e-07 }, { "score": -2.901764392852783, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA", "probability": 2.9277801290685046e-07 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Disparagement": [ { "text": "", "score": 11.599212646484375, "probability": 0.9977825743825453 }, { "score": 5.057378768920898, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.0014386447342811639 }, { "score": 3.703719139099121, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 0.0003715922544106753 }, { "score": 1.9543178081512451, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 6.461172086601122e-05 }, { "score": 1.7149322032928467, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 5.0856616245851754e-05 }, { "score": 1.5703550577163696, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 4.401071299537993e-05 }, { "score": 1.3779267072677612, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 3.630678836188589e-05 }, { "score": 1.2703725099563599, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever.", "probability": 3.2604507108888615e-05 }, { "score": 1.2380597591400146, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 3.156780533948348e-05 }, { "score": 1.1439828872680664, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 2.8733420165609093e-05 }, { "score": 1.0677144527435303, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA", "probability": 2.6623451866433277e-05 }, { "score": 0.8033725023269653, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever.", "probability": 2.0439116208333004e-05 }, { "score": 0.6809661388397217, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 1.8084300072855478e-05 }, { "score": 0.36127257347106934, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 1.313592176871742e-05 }, { "score": -0.022796154022216797, "text": "Except", "probability": 8.946674238021599e-06 }, { "score": -0.20967674255371094, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 7.4216490853127765e-06 }, { "score": -0.23322194814682007, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products. 7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 7.248945975349231e-06 }, { "score": -0.28594517707824707, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA", "probability": 6.876658471339162e-06 }, { "score": -0.6185235977172852, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever", "probability": 4.931062223570084e-06 }, { "score": -0.6476984024047852, "text": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever", "probability": 4.789277769904891e-06 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Termination For Convenience": [ { "score": 13.364184379577637, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 0.5235211224290884 }, { "score": 13.006423950195312, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 0.36606720933061415 }, { "text": "", "score": 11.649531364440918, "probability": 0.09424750584920237 }, { "score": 8.831245422363281, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 0.0056273487740170405 }, { "score": 8.676610946655273, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate", "probability": 0.004821108809416044 }, { "score": 8.401284217834473, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate", "probability": 0.003660783575747075 }, { "score": 6.553799629211426, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.0005770609575482344 }, { "score": 5.902071475982666, "text": "Company's written notice to so terminate.", "probability": 0.0003007320753856413 }, { "score": 5.605531215667725, "text": "SPECIAL RIGHT OF TERMINATION Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 0.00022355992368713076 }, { "score": 5.4888176918029785, "text": "NFLA of Company's written notice to so terminate.", "probability": 0.00019893257917099342 }, { "score": 5.215949058532715, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 0.00015142604226889595 }, { "score": 4.948752403259277, "text": "Any", "probability": 0.00011592004435419968 }, { "score": 4.8125104904174805, "text": "Any", "probability": 0.00010115548290185631 }, { "score": 4.639063835144043, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "probability": 8.504768613420838e-05 }, { "score": 4.501432418823242, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate", "probability": 7.411223965588124e-05 }, { "score": 4.388225555419922, "text": "Company's written notice to so terminate.", "probability": 6.617970419639181e-05 }, { "score": 3.9530820846557617, "text": "receipt by NFLA of Company's written notice to so terminate.", "probability": 4.2829638962149026e-05 }, { "score": 3.917325496673584, "text": "following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 4.1325253337376374e-05 }, { "score": 3.8626976013183594, "text": ".", "probability": 3.912829563123595e-05 }, { "score": 3.8204941749572754, "text": "NFLA of Company's written notice to so terminate.", "probability": 3.751130868086962e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.248946189880371, "probability": 0.9944783078949991 }, { "score": 6.716403484344482, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 0.003934074197835852 }, { "score": 5.093280792236328, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 0.0007761207915805349 }, { "score": 4.074635028839111, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 0.0002802444908921819 }, { "score": 2.824728488922119, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may", "probability": 8.029889532498853e-05 }, { "score": 2.7097787857055664, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 7.157931680467199e-05 }, { "score": 2.6962032318115234, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 7.06141540639895e-05 }, { "score": 2.443934202194214, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 5.486971611486844e-05 }, { "score": 2.101712465286255, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing.", "probability": 3.8967962741486536e-05 }, { "score": 2.038119077682495, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products. 7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 3.656700944990859e-05 }, { "score": 1.7777187824249268, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same;", "probability": 2.818376653802797e-05 }, { "score": 1.7732510566711426, "text": "If", "probability": 2.805813006206828e-05 }, { "score": 1.4832507371902466, "text": "If Company desires to use the services of the NFLA-NC and/or any of its officers and members as a model in connection with Company advertising to promote its Products or as a part of a special promotional appearance for the Company, the NFLA-NC agrees, at the request of Company, to provide a good faith effort services of the officers or members of the NFLA for a reasonable amount of time as mutually agreed upon by all parties and at places reasonably convenient to each parties schedule.", "probability": 2.0994869792365715e-05 }, { "score": 1.3554975986480713, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all", "probability": 1.8476967819774715e-05 }, { "score": 1.3540987968444824, "text": "2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 1.8451140271885128e-05 }, { "score": 1.3261539936065674, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products", "probability": 1.7942664504250608e-05 }, { "score": 1.2813429832458496, "text": "If Company desires immediate approval of advertising material, Company shall have the right to directly contact the NFLA's authorized agent to obtain such approval.", "probability": 1.7156384155924038e-05 }, { "score": 0.8742985725402832, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same", "probability": 1.1419540278869268e-05 }, { "score": 0.819429874420166, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or", "probability": 1.080984453013662e-05 }, { "score": 0.36500978469848633, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period,", "probability": 6.8622622387338015e-06 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Change Of Control": [ { "text": "", "score": 12.284917831420898, "probability": 0.9482498698214938 }, { "score": 9.235021591186523, "text": "If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate.", "probability": 0.04491275378383254 }, { "score": 6.201082229614258, "text": "If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate.", "probability": 0.002161456805780573 }, { "score": 5.837571620941162, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 0.0015027125367129727 }, { "score": 5.472127437591553, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 0.0010427147508093547 }, { "score": 4.958059310913086, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 0.0006236035324401011 }, { "score": 4.47033166885376, "text": "B. If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate.", "probability": 0.00038290509307018763 }, { "score": 4.203207969665527, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.00029314385479105125 }, { "score": 3.9044411182403564, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 0.00021743427241987325 }, { "score": 3.388270854949951, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 0.00012976515876716524 }, { "score": 3.0690419673919678, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 9.430153414144946e-05 }, { "score": 3.0249154567718506, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 9.02308104145608e-05 }, { "score": 2.6280248165130615, "text": "If", "probability": 6.067187870028116e-05 }, { "score": 2.5528717041015625, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 5.627932254498621e-05 }, { "score": 2.1828155517578125, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products. 7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 3.887187737852974e-05 }, { "score": 2.1259286403656006, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period,", "probability": 3.6722297475585714e-05 }, { "score": 1.9973219633102417, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 3.2290641588893095e-05 }, { "score": 1.9118297100067139, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may", "probability": 2.9644754649945398e-05 }, { "score": 1.7157670259475708, "text": "B. If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate.", "probability": 2.436682355700603e-05 }, { "score": 1.5312151908874512, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 2.0260449430827636e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Anti-Assignment": [ { "score": 13.3753023147583, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.7946419414925663 }, { "text": "", "score": 11.97966194152832, "probability": 0.19681245139681997 }, { "score": 8.62226676940918, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks", "probability": 0.006854162142458236 }, { "score": 5.947976112365723, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder", "probability": 0.00047263371505752765 }, { "score": 5.1675920486450195, "text": "Company", "probability": 0.0002165749415750363 }, { "score": 4.637970924377441, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event. Company agrees that the quality of all services offered by Company under the Licensed Marks will conform to Licensor's written quality control standards and that Company will annually provide to NFLA samples of any advertising and marketing materials that use the Licensed Marks.", "probability": 0.00012752539404416006 }, { "score": 4.522270202636719, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 0.00011359219432518112 }, { "score": 4.2542243003845215, "text": "pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 8.688356506903006e-05 }, { "score": 4.1405510902404785, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent,", "probability": 7.754788989175548e-05 }, { "score": 4.037035942077637, "text": "or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 6.992201373154875e-05 }, { "score": 4.020627975463867, "text": "Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 6.878409664662828e-05 }, { "score": 4.015781402587891, "text": "Company will not sublicense", "probability": 6.845153605007247e-05 }, { "score": 3.967745780944824, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without", "probability": 6.524114774840679e-05 }, { "score": 3.921760082244873, "text": ".", "probability": 6.23089248534709e-05 }, { "score": 3.8155674934387207, "text": "sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 5.6031390750489155e-05 }, { "score": 3.811044216156006, "text": "will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 5.577851757248869e-05 }, { "score": 3.740499973297119, "text": "without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 5.1979248034020065e-05 }, { "score": 3.399681568145752, "text": "not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 3.696701976733147e-05 }, { "score": 3.378418445587158, "text": "Company will not", "probability": 3.6189283350091405e-05 }, { "score": 3.0098938941955566, "text": "Company will not sublicense pass-through or", "probability": 2.5034089688297412e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Revenue/Profit Sharing": [ { "score": 13.04151725769043, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 0.4407901648878675 }, { "score": 12.365007400512695, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 0.22409253930739245 }, { "text": "", "score": 12.051654815673828, "probability": 0.1638098827114717 }, { "score": 10.48598861694336, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1 ) 4oz bo t t l e o f BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 0.03422787275170925 }, { "score": 9.807867050170898, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA. The $10,000 promotional fee shall be payable in four (4) quarterly payments beginning in 2018: Q1 ($2500); Q2 ($2500); Q3 ($2500); Q4 ($2500). Each payment shall be delivered by no later than the 10t h day of the first month of each quarter. C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.017373025385413528 }, { "score": 9.584720611572266, "text": "Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1 ) 4oz bo t t l e o f BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 0.013898380179696293 }, { "score": 9.57925796508789, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA", "probability": 0.013822665232345585 }, { "score": 9.576770782470703, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration:", "probability": 0.013788328458271123 }, { "score": 9.356647491455078, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration:", "probability": 0.011064028600826671 }, { "score": 9.293594360351562, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1 ) 4oz bo t t l e o f BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 0.010387945509785522 }, { "score": 9.144434928894043, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA.", "probability": 0.008948506231359078 }, { "score": 9.095492362976074, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC;", "probability": 0.00852108815931206 }, { "score": 9.07366943359375, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC;", "probability": 0.008337147417006533 }, { "score": 9.009843826293945, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1 ) 4oz bo t t l e o f BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "probability": 0.007821649878686884 }, { "score": 8.794035911560059, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA", "probability": 0.006303390098237022 }, { "score": 8.750757217407227, "text": "\"One (1) Unit\" shall represent $0.05 (1 Unit = $0.05USD) for purposes of defining the monetary donation allocation of the Company's sold products to the NFLA-NC, specific to the terms of this Agreement.", "probability": 0.006036406625459419 }, { "score": 8.434761047363281, "text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.004400916150628825 }, { "score": 7.747773170471191, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.\n\n ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products.", "probability": 0.0022140531900488635 }, { "score": 7.747401237487793, "text": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.0022132298637610784 }, { "score": 7.620151519775391, "text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.\n\n ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products. D. Product Commitment. Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities.", "probability": 0.001948779360721102 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Price Restrictions": [ { "score": 13.343518257141113, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number).", "probability": 0.44656026000734594 }, { "score": 12.685111999511719, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number).", "probability": 0.2311734037282166 }, { "text": "", "score": 11.920066833496094, "probability": 0.10756797016722239 }, { "score": 11.364575386047363, "text": "Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon.", "probability": 0.06172144756354955 }, { "score": 10.778016090393066, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities.", "probability": 0.0343318050438493 }, { "score": 10.54295825958252, "text": "All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows: $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC.", "probability": 0.027140154700274685 }, { "score": 10.338045120239258, "text": "\"One (1) Unit\" shall represent $0.05 (1 Unit = $0.05USD) for purposes of defining the monetary donation allocation of the Company's sold products to the NFLA-NC, specific to the terms of this Agreement. A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number).", "probability": 0.022111574736061505 }, { "score": 9.890419006347656, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 0.014132471617334717 }, { "score": 9.847311973571777, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 0.013536206636734497 }, { "score": 9.152994155883789, "text": "$0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC.", "probability": 0.00676018496100217 }, { "score": 9.126062393188477, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number", "probability": 0.006580551050321995 }, { "score": 8.99825668334961, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value)", "probability": 0.005791045112052553 }, { "score": 8.741338729858398, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities", "probability": 0.0044789776835501005 }, { "score": 8.33240032196045, "text": "All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows: $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC", "probability": 0.002975631891214992 }, { "score": 8.306734085083008, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal", "probability": 0.002900230393800281 }, { "score": 8.264433860778809, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number). SECTION TWO. GRANT OF RIGHTS In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.0027801084998683857 }, { "score": 8.137701988220215, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit", "probability": 0.0024491917768011055 }, { "score": 8.129807472229004, "text": "NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database.", "probability": 0.002429932713668604 }, { "score": 8.123056411743164, "text": "Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon. The Company agrees that it will reimburse the NFLA-NC and if applicable the NFLA or its officers/members for all reasonable travel, lodging and meal expenses incurred by the NFLA / NFLA-NC or its officers/members in connection with such services. The Company understands that failure to use services of a member of the NFLA / NFLA-NC pursuant to this section shall not result in any reduction in payments to NFLA-NC under this Agreement.", "probability": 0.002413583340840525 }, { "score": 8.014488220214844, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number", "probability": 0.0021652683762896975 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Minimum Commitment": [ { "score": 13.12515640258789, "text": "NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database.", "probability": 0.13856957201692438 }, { "score": 13.043412208557129, "text": "E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database.", "probability": 0.12769292146174097 }, { "score": 12.85423469543457, "text": "NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.1056837154749285 }, { "score": 12.779010772705078, "text": "NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.09802542606415214 }, { "score": 12.772489547729492, "text": "E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.09738826001705868 }, { "score": 12.111656188964844, "text": "Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.050293322303818916 }, { "text": "", "score": 12.049012184143066, "probability": 0.04723940075317507 }, { "score": 11.971441268920898, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number).", "probability": 0.04371351800953011 }, { "score": 11.721242904663086, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number).", "probability": 0.034037369589369586 }, { "score": 11.52657699584961, "text": "E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.028016485864817205 }, { "score": 11.48316764831543, "text": "E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.02682632738070707 }, { "score": 11.426769256591797, "text": "Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.02535523908085824 }, { "score": 11.420382499694824, "text": "NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database.", "probability": 0.025193817362129764 }, { "score": 11.410731315612793, "text": "NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.02495183677093148 }, { "score": 11.368889808654785, "text": "NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.023929354585087274 }, { "score": 11.367321968078613, "text": "NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.023891866567304052 }, { "score": 11.337745666503906, "text": "E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database.", "probability": 0.023195581047795396 }, { "score": 11.221900939941406, "text": "NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database.", "probability": 0.020658297648917832 }, { "score": 11.149459838867188, "text": "NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.01921470671982798 }, { "score": 10.974029541015625, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities.", "probability": 0.016122981280925482 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Volume Restriction": [ { "score": 13.292357444763184, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number).", "probability": 0.20577367330657648 }, { "score": 13.232083320617676, "text": "Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon.", "probability": 0.19373723213250918 }, { "score": 12.750795364379883, "text": "Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon.", "probability": 0.11972707903365566 }, { "score": 12.646246910095215, "text": "A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number).", "probability": 0.10784190983146233 }, { "score": 12.059406280517578, "text": "NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.05996887797842959 }, { "text": "", "score": 11.9554443359375, "probability": 0.05404752665431299 }, { "score": 11.923051834106445, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities.", "probability": 0.05232484368179866 }, { "score": 11.386638641357422, "text": "Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.030601777274290354 }, { "score": 11.287635803222656, "text": "NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.027717257953324196 }, { "score": 11.112761497497559, "text": "NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.023270371554051154 }, { "score": 10.947541236877441, "text": "NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.019726456092467773 }, { "score": 10.864137649536133, "text": "NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.018147940737945453 }, { "score": 10.807029724121094, "text": "NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.017140587187462707 }, { "score": 10.524042129516602, "text": "NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.012915931847536973 }, { "score": 10.418609619140625, "text": "E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.011623501801922707 }, { "score": 10.314926147460938, "text": "Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.010478710152160672 }, { "score": 10.215883255004883, "text": "Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.00949060822558525 }, { "score": 10.137861251831055, "text": "NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.008778281842741585 }, { "score": 10.09559154510498, "text": "NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "probability": 0.008414959307141458 }, { "score": 10.078514099121094, "text": "E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "probability": 0.008272473404624586 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.27524185180664, "probability": 0.809845103308427 }, { "score": 10.108809471130371, "text": "All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate.", "probability": 0.09279665725830155 }, { "score": 9.718598365783691, "text": "All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate.", "probability": 0.06281535267058447 }, { "score": 8.133502960205078, "text": "Company acknowledges and agrees that all right, title and interest in and to the NFLA marks belongs to the NFLA.", "probability": 0.01287263972346182 }, { "score": 7.984128475189209, "text": "All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate", "probability": 0.011086516301244987 }, { "score": 7.518445014953613, "text": "All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate", "probability": 0.006959072208214306 }, { "score": 6.143030166625977, "text": "Company acknowledges and agrees that all right, title and interest in and to the NFLA marks belongs to the NFLA", "probability": 0.0017587992180218622 }, { "score": 5.1051836013793945, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA. SECTION TWELVE. RESERVATION OF RIGHTS All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate.", "probability": 0.0006229959559105601 }, { "score": 4.842320919036865, "text": "All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves.", "probability": 0.00047898886227665276 }, { "score": 4.054080009460449, "text": "All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves.", "probability": 0.00021776934137027982 }, { "score": 3.3727669715881348, "text": "Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event. Company agrees that the quality of all services offered by Company under the Licensed Marks will conform to Licensor's written quality control standards and that Company will annually provide to NFLA samples of any advertising and marketing materials that use the Licensed Marks. I. \"Trademark Protection\" for the purposes of this agreement, \"NFLA MARKS\" means the names, symbols, emblems, designs, and colors of the NFLA, including but not limited to the Licensed Marks. Company acknowledges and agrees that all right, title and interest in and to the NFLA marks belongs to the NFLA.", "probability": 0.00011018088206221802 }, { "score": 3.0347940921783447, "text": "All", "probability": 7.858261708130622e-05 }, { "score": 2.9050300121307373, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA. SECTION TWELVE. RESERVATION OF RIGHTS All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate", "probability": 6.901931812252539e-05 }, { "score": 2.7529120445251465, "text": "All", "probability": 5.9279791904386304e-05 }, { "score": 2.498861312866211, "text": "All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves. NFLA is not aware of any such rights that would conflict with the nature or image of Company Products.", "probability": 4.598051588023314e-05 }, { "score": 2.4849867820739746, "text": "The NFLA agrees to license such rights to the Company.", "probability": 4.5346963084047214e-05 }, { "score": 2.407336711883545, "text": "\"Trademark Protection\" for the purposes of this agreement, \"NFLA MARKS\" means the names, symbols, emblems, designs, and colors of the NFLA, including but not limited to the Licensed Marks. Company acknowledges and agrees that all right, title and interest in and to the NFLA marks belongs to the NFLA.", "probability": 4.195900784349229e-05 }, { "score": 2.333268165588379, "text": "All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves. NFLA is not aware of any such rights that would conflict with the nature or image of Company Products.", "probability": 3.896347199272507e-05 }, { "score": 2.1133241653442383, "text": "Company", "probability": 3.12706698088902e-05 }, { "score": 1.9101810455322266, "text": "All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves", "probability": 2.552191440681099e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.136981964111328, "probability": 0.9999939824542097 }, { "score": -0.6236585378646851, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 2.8715847021780547e-06 }, { "score": -1.7676618099212646, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 9.147182051695165e-07 }, { "score": -2.6936256885528564, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA. SECTION TWELVE. RESERVATION OF RIGHTS All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves.", "probability": 3.623650636240317e-07 }, { "score": -2.8457958698272705, "text": "The NFLA agrees to license such rights to the Company.", "probability": 3.112143756370938e-07 }, { "score": -3.341869354248047, "text": "If either party at any time during the Contract Period shall:", "probability": 1.895036908328171e-07 }, { "score": -3.60017728805542, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA. SECTION TWELVE. RESERVATION OF RIGHTS All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate.", "probability": 1.4636457046455917e-07 }, { "score": -3.7232658863067627, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event. Company agrees that the quality of all services offered by Company under the Licensed Marks will conform to Licensor's written quality control standards and that Company will annually provide to NFLA samples of any advertising and marketing materials that use the Licensed Marks.", "probability": 1.2941340483882343e-07 }, { "score": -3.7363767623901367, "text": "Company acknowledges and agrees that all right, title and interest in and to the NFLA marks belongs to the NFLA.", "probability": 1.2772775603689284e-07 }, { "score": -3.768448829650879, "text": "This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint venture or relationship of principal and agent, or employer and employee, between NFLA and Company.", "probability": 1.2369625766425502e-07 }, { "score": -3.7991364002227783, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 1.1995797283319378e-07 }, { "score": -3.962648630142212, "text": "NO JOINT VENTURE This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint venture or relationship of principal and agent, or employer and employee, between NFLA and Company.", "probability": 1.0186304603362613e-07 }, { "score": -4.077369689941406, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 9.082260109116602e-08 }, { "score": -4.078607559204102, "text": "NFLA agrees to promote Company and Company's products to NFLA database by:", "probability": 9.071024414087207e-08 }, { "score": -4.153065204620361, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 8.420149282892772e-08 }, { "score": -4.25305700302124, "text": "Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 7.618928623752089e-08 }, { "score": -4.292881011962891, "text": "D. The NFLA agrees to license such rights to the Company.", "probability": 7.321474560036028e-08 }, { "score": -4.312183380126953, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 7.181507951795311e-08 }, { "score": -4.38430643081665, "text": "Company", "probability": 6.681792777861492e-08 }, { "score": -4.406285285949707, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA", "probability": 6.536536750317309e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__License Grant": [ { "score": 12.779159545898438, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.402882445511226 }, { "text": "", "score": 11.776092529296875, "probability": 0.14775829610334898 }, { "score": 11.7352876663208, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.1418503943546973 }, { "score": 11.613264083862305, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.1255556841878902 }, { "score": 10.520618438720703, "text": "The NFLA agrees to license such rights to the Company.", "probability": 0.04210235653114605 }, { "score": 10.405291557312012, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.03751634978873365 }, { "score": 10.391480445861816, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.037001768946804 }, { "score": 9.652624130249023, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.01767426108518795 }, { "score": 9.11083984375, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement", "probability": 0.010281283627936776 }, { "score": 9.010710716247559, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement", "probability": 0.00930168895058391 }, { "score": 8.941811561584473, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 0.008682390001766002 }, { "score": 8.694260597229004, "text": "\"NFLA Identification\" means the right to use, subject to the provisions of this Agreement, the NFLA name, and Pro Football Legends Logo and any other means of endorsement by the NFLA used in connection with the advertisement and promotion of the Company and the Licensed Products. K. \"One (1) Unit\" shall represent $0.05 (1 Unit = $0.05USD) for purposes of defining the monetary donation allocation of the Company's sold products to the NFLA-NC, specific to the terms of this Agreement. A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number). SECTION TWO. GRANT OF RIGHTS In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.00677843244380161 }, { "score": 7.759206295013428, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.002660972267283764 }, { "score": 7.528365135192871, "text": "\"NFLA Identification\" means the right to use, subject to the provisions of this Agreement, the NFLA name, and Pro Football Legends Logo and any other means of endorsement by the NFLA used in connection with the advertisement and promotion of the Company and the Licensed Products. K. \"One (1) Unit\" shall represent $0.05 (1 Unit = $0.05USD) for purposes of defining the monetary donation allocation of the Company's sold products to the NFLA-NC, specific to the terms of this Agreement. A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number). SECTION TWO. GRANT OF RIGHTS In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.0021124542225287634 }, { "score": 7.318116188049316, "text": "The NFLA agrees to license such rights to the Company", "probability": 0.0017118958884720149 }, { "score": 7.262739658355713, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.0016196740630739475 }, { "score": 7.0595526695251465, "text": "D. The NFLA agrees to license such rights to the Company.", "probability": 0.0013218575001898414 }, { "score": 7.048394680023193, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 0.0013071902089939603 }, { "score": 6.898278713226318, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.0011249785718594925 }, { "score": 6.500305652618408, "text": "The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 0.0007556257444754743 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Transferable License": [ { "score": 13.78221607208252, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.8463508131614703 }, { "text": "", "score": 11.946953773498535, "probability": 0.135053588001815 }, { "score": 9.475852012634277, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks", "probability": 0.011410909676816823 }, { "score": 7.923908233642578, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.002417239309975947 }, { "score": 6.914821624755859, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.0008812089558117177 }, { "score": 6.731377601623535, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 0.0007335169861210016 }, { "score": 6.376270771026611, "text": "The NFLA agrees to license such rights to the Company.", "probability": 0.0005142676883515964 }, { "score": 6.362420558929443, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.0005071940704238613 }, { "score": 6.350815773010254, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.0005013422122705054 }, { "score": 5.890312194824219, "text": "Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.0003163298025045703 }, { "score": 5.789726257324219, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event. Company agrees that the quality of all services offered by Company under the Licensed Marks will conform to Licensor's written quality control standards and that Company will annually provide to NFLA samples of any advertising and marketing materials that use the Licensed Marks.", "probability": 0.0002860593797133203 }, { "score": 5.3814191818237305, "text": "Company", "probability": 0.00019016504160631025 }, { "score": 5.2387166023254395, "text": "The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 0.00016487535359270653 }, { "score": 4.977337837219238, "text": "Company will not sublicense", "probability": 0.00012695224479914236 }, { "score": 4.808385848999023, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.00010721744861467794 }, { "score": 4.785240650177002, "text": "pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.00010476437736841886 }, { "score": 4.7390360832214355, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 0.00010003391080380246 }, { "score": 4.583641052246094, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company", "probability": 8.563672363429346e-05 }, { "score": 4.527243614196777, "text": "sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 8.09406983589664e-05 }, { "score": 4.337397575378418, "text": "will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 6.69449559468318e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.003149032592773, "probability": 0.4451449189383802 }, { "score": 11.133493423461914, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.18655839137338395 }, { "score": 10.595096588134766, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.10889100689633681 }, { "score": 10.297204971313477, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.08083870138626861 }, { "score": 9.70628833770752, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.04477004130248923 }, { "score": 9.303679466247559, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.029932065285436352 }, { "score": 9.22404956817627, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing.", "probability": 0.02764100684320646 }, { "score": 8.848613739013672, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing.", "probability": 0.018989089855470577 }, { "score": 8.746711730957031, "text": "The NFLA agrees to license such rights to the Company.", "probability": 0.017149389718476415 }, { "score": 8.383722305297852, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement", "probability": 0.011929008971700647 }, { "score": 7.7037529945373535, "text": "Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and", "probability": 0.006043624118527147 }, { "score": 7.270648956298828, "text": "Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People);", "probability": 0.003919248057720494 }, { "score": 7.232504844665527, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.003772567113745194 }, { "score": 6.9703192710876465, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.0029024933056556184 }, { "score": 6.9346137046813965, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.0028006864890029195 }, { "score": 6.713485240936279, "text": "\"Licensed Marks\" shall mean in connection with the rights and benefits granted to Company hereunder as set forth in General Terms. Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing.", "probability": 0.002245068646044804 }, { "score": 6.672428131103516, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.0021547592237533765 }, { "score": 6.316817283630371, "text": "The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 0.0015099373210450944 }, { "score": 6.290110111236572, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 0.0014701449014237913 }, { "score": 6.195813179016113, "text": "The Company desires to obtain the rights to use the Pro Football Legends Logo of the NFLA in connection with the advertisement and promotion of certain of its products. An image of the Pro Football Legends Logo is depicted in Exhibit A. D. The NFLA agrees to license such rights to the Company.", "probability": 0.001337850251932155 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.136274337768555, "probability": 0.6111789775358237 }, { "score": 10.948967933654785, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.18643514633073804 }, { "score": 10.279767036437988, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.09547672882211813 }, { "score": 9.130194664001465, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.030244373527946466 }, { "score": 8.56363296508789, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.01716287239756235 }, { "score": 8.543173789978027, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement", "probability": 0.01681530181321083 }, { "score": 8.502964973449707, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.016152591118105145 }, { "score": 7.853893280029297, "text": "Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and", "probability": 0.008440223456352702 }, { "score": 7.3595170974731445, "text": "The NFLA agrees to license such rights to the Company.", "probability": 0.005148125158866151 }, { "score": 6.62762975692749, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.0024762498563679187 }, { "score": 6.23173713684082, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.001666711695898432 }, { "score": 6.165836811065674, "text": "Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People);", "probability": 0.001560415785889187 }, { "score": 6.027845859527588, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks", "probability": 0.001359288449081679 }, { "score": 6.000400066375732, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.001322489004416596 }, { "score": 5.689791202545166, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.000969385131665526 }, { "score": 5.6045074462890625, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.0008901395332502 }, { "score": 5.596343517303467, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 0.0008829020805362855 }, { "score": 5.5240631103515625, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 0.0008213373229267021 }, { "score": 5.079501152038574, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing.", "probability": 0.000526563501596121 }, { "score": 4.9662394523620605, "text": "The NFLA agrees to license such rights to the Company", "probability": 0.00047017747764791033 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.609956741333008, "probability": 0.9247534738823678 }, { "score": 7.905586242675781, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.022763461589307227 }, { "score": 7.85161018371582, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities.", "probability": 0.02156735070345598 }, { "score": 7.253017425537109, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.011853081446700013 }, { "score": 7.150444984436035, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.010697557350130447 }, { "score": 5.883528232574463, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities", "probability": 0.0030134894062696952 }, { "score": 5.00645637512207, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement", "probability": 0.001253609287955164 }, { "score": 4.344214916229248, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities", "probability": 0.0006464789522006017 }, { "score": 4.059142112731934, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.0004861259942114473 }, { "score": 3.9565694332122803, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.00043873481220796774 }, { "score": 3.9418177604675293, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal", "probability": 0.0004323102429132048 }, { "score": 3.923415422439575, "text": "\"NFLA Identification\" means the right to use, subject to the provisions of this Agreement, the NFLA name, and Pro Football Legends Logo and any other means of endorsement by the NFLA used in connection with the advertisement and promotion of the Company and the Licensed Products. K. \"One (1) Unit\" shall represent $0.05 (1 Unit = $0.05USD) for purposes of defining the monetary donation allocation of the Company's sold products to the NFLA-NC, specific to the terms of this Agreement. A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number). SECTION TWO. GRANT OF RIGHTS In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.00042442747680777757 }, { "score": 3.815765857696533, "text": "D. Product Commitment. Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities.", "probability": 0.00038111134732049604 }, { "score": 3.736121892929077, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities.", "probability": 0.00035193539360147633 }, { "score": 3.2750625610351562, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities. The Company agrees to pay for all shipping costs of the Products under the Product Commitment to the fulfillment center, currently Sharp Marketing, located in Fort Lauderdale, FL and to any subsequent fulfillment center that is contracted by the NFLA to provide distribution to existing and new NFLA members. E. Affiliated Partnership Commitment. Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and F. Marketing Commitment. Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products.", "probability": 0.00022193582998214216 }, { "score": 3.2708468437194824, "text": "\"NFLA Identification\" means the right to use, subject to the provisions of this Agreement, the NFLA name, and Pro Football Legends Logo and any other means of endorsement by the NFLA used in connection with the advertisement and promotion of the Company and the Licensed Products. K. \"One (1) Unit\" shall represent $0.05 (1 Unit = $0.05USD) for purposes of defining the monetary donation allocation of the Company's sold products to the NFLA-NC, specific to the terms of this Agreement. A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number). SECTION TWO. GRANT OF RIGHTS In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.0002210021806443136 }, { "score": 3.0367445945739746, "text": "Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value)", "probability": 0.00017487480527797797 }, { "score": 2.7773306369781494, "text": "The NFLA agrees to license such rights to the Company.", "probability": 0.00013491653957616346 }, { "score": 2.4277777671813965, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 9.511659854272848e-05 }, { "score": 2.361379861831665, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 8.900616052780223e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.048089981079102, "probability": 0.9992648667944194 }, { "score": 4.464413642883301, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 0.0005083137201003916 }, { "score": 2.5169546604156494, "text": "The NFLA agrees to license such rights to the Company.", "probability": 7.250386231502355e-05 }, { "score": 2.2570207118988037, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement", "probability": 5.5907910693348896e-05 }, { "score": 1.687087059020996, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 3.161944351112105e-05 }, { "score": 1.2756471633911133, "text": "The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 2.0954058206039536e-05 }, { "score": 0.7571032047271729, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 1.2475770185691695e-05 }, { "score": 0.2953605651855469, "text": "The NFLA agrees to license such rights to the Company", "probability": 7.86203704207759e-06 }, { "score": -0.03133130073547363, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement.", "probability": 5.670934237022878e-06 }, { "score": -0.15083831548690796, "text": "D. The NFLA agrees to license such rights to the Company.", "probability": 5.032147633254255e-06 }, { "score": -0.615614652633667, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 3.161575630897178e-06 }, { "score": -0.8514144420623779, "text": "In", "probability": 2.497451298559831e-06 }, { "score": -0.9769026041030884, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 2.2029173921625296e-06 }, { "score": -1.110947847366333, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards. Company shall ensure that all uses of the name of the NFLA comply with applicable law.", "probability": 1.926562498381142e-06 }, { "score": -1.8007817268371582, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 9.664781832805927e-07 }, { "score": -1.807464838027954, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The", "probability": 9.600406374959018e-07 }, { "score": -1.9017078876495361, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 8.73696066056857e-07 }, { "score": -1.9068864583969116, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards.", "probability": 8.691832641841645e-07 }, { "score": -2.124190330505371, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 6.994190919111831e-07 }, { "score": -2.219245672225952, "text": "The", "probability": 6.359975938592939e-07 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Source Code Escrow": [ { "text": "", "score": 12.27383041381836, "probability": 0.9999057395992801 }, { "score": 2.762784957885742, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 7.402262851390398e-05 }, { "score": 1.1002520322799683, "text": "If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate.", "probability": 1.403898231919006e-05 }, { "score": -0.9971563816070557, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 1.7236247699229325e-06 }, { "score": -1.4829339981079102, "text": "Company", "probability": 1.060406029198911e-06 }, { "score": -2.3202056884765625, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks", "probability": 4.5903913589240644e-07 }, { "score": -2.3250200748443604, "text": "Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 4.5683445548432794e-07 }, { "score": -2.571434259414673, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 3.5706109402817893e-07 }, { "score": -2.7172329425811768, "text": "If", "probability": 3.0861921890238e-07 }, { "score": -2.736837148666382, "text": "If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate. SECTION TEN. USE OF THE NFLA/NFLA-NC's IDENTIFICATION AFTER TERMINATION A. Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever.", "probability": 3.0262790350710446e-07 }, { "score": -2.848700523376465, "text": "B. If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate.", "probability": 2.705997075279358e-07 }, { "score": -3.0674755573272705, "text": "All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows:", "probability": 2.1742753029412554e-07 }, { "score": -3.093743324279785, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 2.117905541080129e-07 }, { "score": -3.3282084465026855, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 1.6752501975498826e-07 }, { "score": -3.407381772994995, "text": "Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 1.5477297801469259e-07 }, { "score": -3.492730140686035, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 1.4211136596713673e-07 }, { "score": -3.682645797729492, "text": "Company", "probability": 1.1753020455059894e-07 }, { "score": -3.9798851013183594, "text": "Company will not", "probability": 8.730921885345037e-08 }, { "score": -3.983518600463867, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company", "probability": 8.699255652588932e-08 }, { "score": -4.138298511505127, "text": "G. \"Products\" shall mean goods manufactured, distributed or otherwise sold by the Company. H. \"Licensed Marks\" shall mean in connection with the rights and benefits granted to Company hereunder as set forth in General Terms. Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 7.451814455304933e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Post-Termination Services": [ { "score": 13.522024154663086, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.6379366858253741 }, { "text": "", "score": 12.342489242553711, "probability": 0.19611556989725687 }, { "score": 11.056678771972656, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 0.05421153220980919 }, { "score": 10.823837280273438, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement.", "probability": 0.04295066646385071 }, { "score": 10.174678802490234, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 0.022441090769266793 }, { "score": 9.812957763671875, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 0.015629695287953656 }, { "score": 8.998567581176758, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 0.0069225380070715384 }, { "score": 8.930956840515137, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 0.0064699716436136204 }, { "score": 8.582179069519043, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement.", "probability": 0.004564887888222985 }, { "score": 8.298310279846191, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products", "probability": 0.003436746246094371 }, { "score": 7.605659484863281, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 0.001719226310418865 }, { "score": 7.585457801818848, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement", "probability": 0.0016848435099494651 }, { "score": 7.477102279663086, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.0015118244475550203 }, { "score": 7.054588317871094, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products", "probability": 0.000990845364298334 }, { "score": 6.915811538696289, "text": "1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.0008624539040671179 }, { "score": 6.838630199432373, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period,", "probability": 0.0007983925259381497 }, { "score": 6.63449764251709, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products. 7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 0.0006509727656785006 }, { "score": 6.11880350112915, "text": "and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.0003886867173731403 }, { "score": 6.101717472076416, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products. 7\n\nSource: GRIDIRON BIONUTRIENTS, INC.,", "probability": 0.0003821020181981947 }, { "score": 5.958958148956299, "text": "SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.0003312681980091194 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Audit Rights": [ { "text": "", "score": 12.308124542236328, "probability": 0.9996886293146763 }, { "score": 3.4863667488098145, "text": "For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program.", "probability": 0.0001474429535483928 }, { "score": 3.3876333236694336, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products.", "probability": 0.0001335809846122777 }, { "score": 1.1438772678375244, "text": "For the term of this Agreement", "probability": 1.416751778493567e-05 }, { "score": 0.3932523727416992, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products", "probability": 6.688080881924108e-06 }, { "score": -0.5056686401367188, "text": "For", "probability": 2.7221063021387715e-06 }, { "score": -0.7168432474136353, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products.", "probability": 2.2039062391011036e-06 }, { "score": -1.3973274230957031, "text": "For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program", "probability": 1.1159958814117014e-06 }, { "score": -1.7013295888900757, "text": "Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products. 4\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FIVE. SERVICES OF COMPANY A. Resource Call Center. For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program.", "probability": 8.234479045929601e-07 }, { "score": -1.7168526649475098, "text": "The", "probability": 8.107641601998728e-07 }, { "score": -2.456608295440674, "text": "Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program.", "probability": 3.869214032777413e-07 }, { "score": -2.6990866661071777, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's", "probability": 3.036097651201751e-07 }, { "score": -2.7282941341400146, "text": "For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program.", "probability": 2.948703420942718e-07 }, { "score": -3.1949288845062256, "text": "Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and F. Marketing Commitment. Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products. 4\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FIVE. SERVICES OF COMPANY A. Resource Call Center. For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program.", "probability": 1.84915874834489e-07 }, { "score": -3.215644359588623, "text": "Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1 ) 4oz bo t t l e o f BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.\n\n ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products.", "probability": 1.8112465863573188e-07 }, { "score": -3.6048388481140137, "text": "For the term of this Agreement Company shall", "probability": 1.227305163035415e-07 }, { "score": -3.7871861457824707, "text": "For the term of this Agreement Company", "probability": 1.0227279762781961e-07 }, { "score": -4.020115375518799, "text": "For the term of this Agreement Company shall provide a call in center whereby NFLA members can", "probability": 8.102149582493844e-08 }, { "score": -4.043818950653076, "text": "Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products. 4\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FIVE. SERVICES OF COMPANY A. Resource Call Center. For the term of this Agreement", "probability": 7.912357927760033e-08 }, { "score": -4.053802490234375, "text": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products", "probability": 7.833757596811524e-08 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Uncapped Liability": [ { "score": 13.535741806030273, "text": "In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 0.44268619309250345 }, { "score": 12.770069122314453, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 0.2058583822520301 }, { "text": "", "score": 12.359098434448242, "probability": 0.13648541781375664 }, { "score": 12.087299346923828, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company.", "probability": 0.10400289051729869 }, { "score": 11.944150924682617, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company.", "probability": 0.09013155001329355 }, { "score": 9.786751747131348, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company", "probability": 0.01042150117240462 }, { "score": 9.350982666015625, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company", "probability": 0.006740283668024095 }, { "score": 8.029062271118164, "text": "In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages", "probability": 0.0017971132299919594 }, { "score": 7.263390064239502, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages", "probability": 0.0008356958143912597 }, { "score": 6.152379512786865, "text": "LIMITED LIABILITY Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 0.00027513286791419335 }, { "score": 5.423877716064453, "text": "In", "probability": 0.00013278779667513815 }, { "score": 5.3264617919921875, "text": "LIMITED LIABILITY Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company.", "probability": 0.0001204622488436345 }, { "score": 5.0504231452941895, "text": "no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 9.140477952995771e-05 }, { "score": 4.806740760803223, "text": "SECTION SIXTEEN. LIMITED LIABILITY Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 7.163726396731866e-05 }, { "score": 4.6964640617370605, "text": "LIMITED LIABILITY Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company.", "probability": 6.415735168562712e-05 }, { "score": 4.658205032348633, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In", "probability": 6.174911581361074e-05 }, { "score": 4.644329071044922, "text": "In no event", "probability": 6.0898204729667334e-05 }, { "score": 4.6154279708862305, "text": "NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 5.916336968939628e-05 }, { "score": 4.614755630493164, "text": "In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement,", "probability": 5.912360513532007e-05 }, { "score": 4.329621315002441, "text": "Notwithstanding", "probability": 4.4455822321896754e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Cap On Liability": [ { "score": 13.845479011535645, "text": "In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 0.3779944769092153 }, { "score": 13.687060356140137, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 0.32261540873595773 }, { "score": 13.248027801513672, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company.", "probability": 0.20797718249478622 }, { "text": "", "score": 12.169269561767578, "probability": 0.07071587828016963 }, { "score": 10.703568458557129, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company", "probability": 0.016329430488128075 }, { "score": 8.157782554626465, "text": "In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages", "probability": 0.0012804135699288374 }, { "score": 7.999363899230957, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages", "probability": 0.0010928232353851835 }, { "score": 7.3959527015686035, "text": "LIMITED LIABILITY Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 0.0005977117134487467 }, { "score": 6.956920146942139, "text": "LIMITED LIABILITY Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company.", "probability": 0.00038532070924405946 }, { "score": 6.343926429748535, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 0.00020873850187102348 }, { "score": 5.880827903747559, "text": "SECTION SIXTEEN. LIMITED LIABILITY Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 0.00013136553164028685 }, { "score": 5.506117343902588, "text": "no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 9.031225771030111e-05 }, { "score": 5.474571228027344, "text": "In", "probability": 8.75077253898027e-05 }, { "score": 5.441795349121094, "text": "SECTION SIXTEEN. LIMITED LIABILITY Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company.", "probability": 8.468607638588413e-05 }, { "score": 5.408525466918945, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company", "probability": 8.191493399740604e-05 }, { "score": 5.316152572631836, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In", "probability": 7.468717750858988e-05 }, { "score": 5.230460166931152, "text": "Notwithstanding", "probability": 6.855360668386938e-05 }, { "score": 5.200915336608887, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 6.655782962720349e-05 }, { "score": 5.099157810211182, "text": "NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 6.011826237281117e-05 }, { "score": 5.044349670410156, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 5.691196054930436e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Liquidated Damages": [ { "text": "", "score": 12.123257637023926, "probability": 0.7613248532398746 }, { "score": 9.455036163330078, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA.", "probability": 0.05281729373132928 }, { "score": 9.352828979492188, "text": "In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 0.04768569634945515 }, { "score": 9.332735061645508, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration:", "probability": 0.0467370666466551 }, { "score": 8.60038948059082, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC;", "probability": 0.022470244945431983 }, { "score": 8.105867385864258, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.013703755130725458 }, { "score": 7.761582374572754, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA. The $10,000 promotional fee shall be payable in four (4) quarterly payments beginning in 2018: Q1 ($2500); Q2 ($2500); Q3 ($2500); Q4 ($2500).", "probability": 0.009712219948221103 }, { "score": 7.685784339904785, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 0.009003261012671303 }, { "score": 7.657283782958984, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "probability": 0.008750285159575776 }, { "score": 7.4487996101379395, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA", "probability": 0.0071036029755917295 }, { "score": 6.8642425537109375, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration:", "probability": 0.00395921217693705 }, { "score": 6.82651424407959, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company.", "probability": 0.0038126205100404206 }, { "score": 6.290926456451416, "text": "B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA.", "probability": 0.002231622641945177 }, { "score": 6.219189167022705, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 0.0020771394309358356 }, { "score": 6.208319664001465, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA. The $10,000 promotional fee shall be payable in four (4) quarterly payments beginning in 2018: Q1 ($2500); Q2 ($2500); Q3 ($2500); Q4 ($2500). Each payment shall be delivered by no later than the 10t h day of the first month of each quarter. C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "probability": 0.0020546842172050367 }, { "score": 6.087518215179443, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA. The $10,000 promotional fee shall be payable in four (4) quarterly payments beginning in 2018: Q1 ($2500); Q2 ($2500); Q3 ($2500); Q4 ($2500). Each payment shall be delivered by no later than the 10t h day of the first month of each quarter.", "probability": 0.0018208814949594115 }, { "score": 5.770859718322754, "text": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company", "probability": 0.0013266569743935757 }, { "score": 5.767945289611816, "text": "An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA.", "probability": 0.00132279615599062 }, { "score": 5.623457908630371, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 0.0011448348779114438 }, { "score": 5.427674770355225, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 0.0009412723801494778 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Warranty Duration": [ { "text": "", "score": 11.735533714294434, "probability": 0.9819327414772718 }, { "score": 6.89225959777832, "text": "All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.0077388159520294635 }, { "score": 6.0057692527771, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "probability": 0.0031891625318335682 }, { "score": 5.809718132019043, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.0026213966083373217 }, { "score": 5.110755443572998, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.0013030980489367136 }, { "score": 4.279165744781494, "text": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "probability": 0.0005673124011876938 }, { "score": 4.069675445556641, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 0.0004600889428828636 }, { "score": 3.9652652740478516, "text": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 0.00041447375419426726 }, { "score": 3.8572511672973633, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "probability": 0.0003720378314790201 }, { "score": 3.580203056335449, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "probability": 0.0002820113830826157 }, { "score": 3.4291975498199463, "text": "Company agrees that the quality of all services offered by Company under the Licensed Marks will conform to Licensor's written quality control standards and that Company will annually provide to NFLA samples of any advertising and marketing materials that use the Licensed Marks.", "probability": 0.0002424855034854262 }, { "score": 3.383023500442505, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 0.00023154352753740736 }, { "score": 2.7204246520996094, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 0.00011936297150100624 }, { "score": 2.6393723487854004, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 0.00011007002213279948 }, { "score": 2.405081033706665, "text": "If Company desires to use the services of the NFLA-NC and/or any of its officers and members as a model in connection with Company advertising to promote its Products or as a part of a special promotional appearance for the Company, the NFLA-NC agrees, at the request of Company, to provide a good faith effort services of the officers or members of the NFLA for a reasonable amount of time as mutually agreed upon by all parties and at places reasonably convenient to each parties schedule. Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon.", "probability": 8.707984122452538e-05 }, { "score": 2.3266987800598145, "text": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "probability": 8.05149723768415e-05 }, { "score": 2.2176220417022705, "text": "Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon.", "probability": 7.219468448025899e-05 }, { "score": 2.07120418548584, "text": "All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows: $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC.", "probability": 6.236152912495068e-05 }, { "score": 2.025531768798828, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.", "probability": 5.9577390503366096e-05 }, { "score": 1.9211214780807495, "text": "If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either:", "probability": 5.3670626398097223e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Insurance": [ { "score": 13.139566421508789, "text": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance.", "probability": 0.7235210046357001 }, { "text": "", "score": 12.170589447021484, "probability": 0.27455527399565405 }, { "score": 5.680644512176514, "text": "Company agrees to protect, indemnify and hold harmless the NFLA / NFLA-NC and their authorized agents, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorney's fees, arising out of, or in any way connected with, actions or omissions of Company, any advertising material furnished by, or an behalf of, Company, or any claim or action for personal injury, death or other cause of action involving alleged defects in Company's Products or services. Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance.", "probability": 0.00041694859769295946 }, { "score": 5.4025983810424805, "text": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance", "probability": 0.0003157392820206346 }, { "score": 5.10070276260376, "text": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance. SECTION FOURTEEN. SPECIAL RIGHT OF TERMINATION Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "probability": 0.00023346243768068933 }, { "score": 5.0026702880859375, "text": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance. SECTION FOURTEEN. SPECIAL RIGHT OF TERMINATION Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 0.00021166158947124575 }, { "score": 4.829313278198242, "text": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance. SECTION FOURTEEN. SPECIAL RIGHT OF TERMINATION Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 0.00017797297506700707 }, { "score": 4.523902893066406, "text": "Company", "probability": 0.0001311342133564151 }, { "score": 3.739996910095215, "text": ".", "probability": 5.987837042658012e-05 }, { "score": 3.6940500736236572, "text": "product liability insurance.", "probability": 5.71893966942838e-05 }, { "score": 3.459470748901367, "text": "Company agrees to provide and maintain, at its own expense,", "probability": 4.5231293619681785e-05 }, { "score": 3.372483491897583, "text": "commercial and product liability insurance.", "probability": 4.146301922675088e-05 }, { "score": 3.2324984073638916, "text": "general commercial and product liability insurance.", "probability": 3.604675487942318e-05 }, { "score": 3.224172830581665, "text": "its own expense, general commercial and product liability insurance.", "probability": 3.57478906886264e-05 }, { "score": 3.117201089859009, "text": "at its own expense, general commercial and product liability insurance.", "probability": 3.212130525102994e-05 }, { "score": 3.0214409828186035, "text": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance. SECTION FOURTEEN. SPECIAL RIGHT OF TERMINATION Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any", "probability": 2.9188051137892697e-05 }, { "score": 2.889477252960205, "text": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance. SECTION FOURTEEN. SPECIAL RIGHT OF TERMINATION Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "probability": 2.557961353798857e-05 }, { "score": 2.883085250854492, "text": "agrees to provide and maintain, at its own expense, general commercial and product liability insurance.", "probability": 2.5416630044733523e-05 }, { "score": 2.880307674407959, "text": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance. SECTION FOURTEEN. SPECIAL RIGHT OF TERMINATION Company", "probability": 2.534613136483179e-05 }, { "score": 2.808666229248047, "text": "own expense, general commercial and product liability insurance.", "probability": 2.35938164849144e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.086648941040039, "probability": 0.9212471620060565 }, { "score": 9.42504596710205, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 0.06433638851440415 }, { "score": 7.718233585357666, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "probability": 0.011673403012092768 }, { "score": 4.80925178527832, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products", "probability": 0.0006365649696811943 }, { "score": 4.556507110595703, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA. SECTION TWELVE. RESERVATION OF RIGHTS All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves. NFLA is not aware of any such rights that would conflict with the nature or image of Company Products.", "probability": 0.0004943984699840129 }, { "score": 4.525960445404053, "text": "SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 0.00047952457593069994 }, { "score": 3.9137799739837646, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA", "probability": 0.00025998259197565477 }, { "score": 3.477808713912964, "text": "Company agrees to protect, indemnify and hold harmless the NFLA and their authorized agents, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with any advertising material furnished by, or on behalf of Company, except with respect to any inaccurate information furnished by them expressly for use in such advertising.", "probability": 0.00016811418392641348 }, { "score": 3.440609931945801, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.0001619754260693575 }, { "score": 3.3613369464874268, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA. SECTION TWELVE. RESERVATION OF RIGHTS All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves.", "probability": 0.00014963090782929483 }, { "score": 3.1635756492614746, "text": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA. SECTION TWELVE. RESERVATION OF RIGHTS All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate.", "probability": 0.0001227819907848823 }, { "score": 2.2315688133239746, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC:", "probability": 4.83469681765629e-05 }, { "score": 2.102837562561035, "text": "destroy all such remaining Licensed Products. 7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 4.2507148569080776e-05 }, { "score": 2.0393598079681396, "text": "Company", "probability": 3.989274623786059e-05 }, { "score": 1.9465336799621582, "text": "NFL", "probability": 3.63563318793001e-05 }, { "score": 1.9272445440292358, "text": "Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.", "probability": 3.566176993690079e-05 }, { "score": 1.4666274785995483, "text": "Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days.", "probability": 2.249880461214735e-05 }, { "score": 1.1114938259124756, "text": "TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "probability": 1.577345599231125e-05 }, { "score": 1.037999153137207, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 1.4655766180860316e-05 }, { "score": 1.019028663635254, "text": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It", "probability": 1.4380359679830807e-05 } ], "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Third Party Beneficiary": [ { "text": "", "score": 11.993091583251953, "probability": 0.714729734368845 }, { "score": 10.60682487487793, "text": "This Agreement shall bind and inure to the benefit of Company and NFLA and their respective successors and assigns.", "probability": 0.17868737472045587 }, { "score": 9.93736457824707, "text": "This Agreement shall bind and inure to the benefit of Company and NFLA and their respective successors and assigns.", "probability": 0.0914852239487083 }, { "score": 7.916415691375732, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.012124504687459792 }, { "score": 5.593692302703857, "text": "All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 0.0011882779958402334 }, { "score": 4.786135673522949, "text": "All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA.", "probability": 0.0005299082331737792 }, { "score": 4.3621931076049805, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks", "probability": 0.0003468045208363611 }, { "score": 4.109031677246094, "text": "This Agreement shall bind and inure to the benefit of Company and NFLA and their respective successors and assigns", "probability": 0.000269239104827045 }, { "score": 3.4207139015197754, "text": "This Agreement shall bind and inure to the benefit of Company and NFLA and their respective successors and assigns", "probability": 0.00013527125713696966 }, { "score": 3.285036325454712, "text": "This Agreement shall bind and inure to the benefit of Company and NFLA", "probability": 0.00011810859507900695 }, { "score": 3.0892388820648193, "text": "All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA", "probability": 9.710637772232376e-05 }, { "score": 2.6387953758239746, "text": "This", "probability": 6.189030531337382e-05 }, { "score": 2.0394694805145264, "text": "All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks", "probability": 3.398902415714063e-05 }, { "score": 2.032543897628784, "text": "\"Licensed Marks\" shall mean in connection with the rights and benefits granted to Company hereunder as set forth in General Terms. Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 3.375444359431235e-05 }, { "score": 1.858067512512207, "text": "In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration:", "probability": 2.835024538208321e-05 }, { "score": 1.8480010032653809, "text": "Company", "probability": 2.8066288997460466e-05 }, { "score": 1.8479478359222412, "text": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "probability": 2.80647968271104e-05 }, { "score": 1.7528867721557617, "text": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "probability": 2.5519808262731847e-05 }, { "score": 1.7390704154968262, "text": "After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "probability": 2.516964207070667e-05 }, { "score": 1.6764411926269531, "text": "This", "probability": 2.3641635310199173e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Document Name": [ { "score": 14.027510643005371, "text": "ENDORSEMENT AGREEMENT", "probability": 0.3360614943263896 }, { "score": 13.716805458068848, "text": "ENDORSEMENT AGREEMENT ---------------------\n\n This Endorsement Agreement", "probability": 0.2463095250935461 }, { "score": 13.711312294006348, "text": "Endorsement Agreement", "probability": 0.24496021584352362 }, { "score": 11.902039527893066, "text": "Endorsement Agreement", "probability": 0.04011791717771941 }, { "score": 11.489461898803711, "text": "Endorsement Agreement", "probability": 0.026555726660160664 }, { "score": 11.205723762512207, "text": "ENDORSEMENT AGREEMENT ---------------------\n\n This Endorsement Agreement (\"", "probability": 0.019995500666149784 }, { "score": 11.200230598449707, "text": "Endorsement Agreement (\"", "probability": 0.019885963229473638 }, { "score": 11.114326477050781, "text": "Use Obligations Agreement\n\n This Agreement by and between SQUARE TWO GOLF INC., a New Jersey corporation (the \"Company\") and KATHY WHITWORTH, an individual residing at 302 La Mancha Court, Santa Fe, New Mexico 87501 (the \"Recipient\"), is part of the Endorsement Agreement", "probability": 0.01824899474583215 }, { "text": "", "score": 11.000408172607422, "probability": 0.016284141036451358 }, { "score": 10.000614166259766, "text": "Intellectual Property Rights Confidentiality and Non-Use Obligations Agreement\n\n This Agreement by and between SQUARE TWO GOLF INC., a New Jersey corporation (the \"Company\") and KATHY WHITWORTH, an individual residing at 302 La Mancha Court, Santa Fe, New Mexico 87501 (the \"Recipient\"), is part of the Endorsement Agreement", "probability": 0.00599183485727498 }, { "score": 9.7274751663208, "text": "Use Obligations Agreement", "probability": 0.00455970845128814 }, { "score": 9.710693359375, "text": "Intellectual Property Rights Confidentiality and Non-Use Obligations Agreement", "probability": 0.0044838268007988055 }, { "score": 9.286360740661621, "text": "ENDORSEMENT AGREEMENT ---------------------\n\n This Endorsement", "probability": 0.0029333474922332253 }, { "score": 9.280867576599121, "text": "Endorsement", "probability": 0.0029172783089432275 }, { "score": 9.262471199035645, "text": "Endorsement Agreement of the parties. 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"WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Agreement Date": [ { "score": 15.964691162109375, "text": "13th day of October, 1999", "probability": 0.9526506069693496 }, { "score": 12.484638214111328, "text": "this 13th day of October, 1999", "probability": 0.029347144905795448 }, { "text": "", "score": 11.267985343933105, "probability": 0.008693211153635175 }, { "score": 10.596501350402832, "text": "This Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999", "probability": 0.004441794228565145 }, { "score": 10.013964653015137, "text": "13th day of October", "probability": 0.002480652679973542 }, { "score": 8.837231636047363, "text": "13th day of October,", "probability": 0.0007647461624511715 }, { "score": 8.001500129699707, "text": "th day of October, 1999", "probability": 0.0003315612167955565 }, { "score": 7.912588119506836, "text": "October, 1999", "probability": 0.0003033540024402605 }, { "score": 7.513566493988037, "text": "is made this 13th day of October, 1999", "probability": 0.00020354331307842678 }, { "score": 7.383519649505615, "text": "Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999", "probability": 0.00017872208086912677 }, { "score": 7.072774887084961, "text": "13th day of October, 1999 by", "probability": 0.00013098557675234488 }, { "score": 6.634211540222168, "text": ", 1999", "probability": 8.448076447917334e-05 }, { "score": 6.533912658691406, "text": "this 13th day of October", "probability": 7.641851330922337e-05 }, { "score": 6.531787872314453, "text": "13", "probability": 7.625631267506997e-05 }, { "score": 6.447187423706055, "text": "day of October, 1999", "probability": 7.007035106917336e-05 }, { "score": 6.079008102416992, "text": "of October, 1999", "probability": 4.848819815609565e-05 }, { "score": 5.896584510803223, "text": "---------------------\n\n This Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999", "probability": 4.040270910327742e-05 }, { "score": 5.467318534851074, "text": "13th day", "probability": 2.6301628667270884e-05 }, { "score": 5.452247619628906, "text": "made this 13th day of October, 1999", "probability": 2.5908211079442733e-05 }, { "score": 5.430506706237793, "text": "1999", "probability": 2.535102175558766e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Effective Date": [ { "score": 15.754141807556152, "text": "13th day of October, 1999", "probability": 0.7899597734882764 }, { "score": 13.20400333404541, "text": "The term of this Agreement shall begin on January 1, 2000", "probability": 0.06167283454262873 }, { "score": 12.713977813720703, "text": "January 1, 2000", "probability": 0.03778144203801065 }, { "score": 12.543526649475098, "text": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "probability": 0.031860495808112725 }, { "score": 12.229375839233398, "text": "This Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999", "probability": 0.02327118863618698 }, { "score": 12.05350112915039, "text": "January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "probability": 0.019518082549691486 }, { "score": 12.025598526000977, "text": "this 13th day of October, 1999", "probability": 0.01898100501367033 }, { "text": "", "score": 11.717238426208496, "probability": 0.013944409052739842 }, { "score": 9.308411598205566, "text": "13th day of October", "probability": 0.00125389137440716 }, { "score": 8.320387840270996, "text": "13th day of October,", "probability": 0.0004668384826241757 }, { "score": 7.790888786315918, "text": "th day of October, 1999", "probability": 0.0002749211370764265 }, { "score": 7.65509557723999, "text": "January 15, 2000", "probability": 0.0002400125162912007 }, { "score": 7.490400314331055, "text": "October, 1999", "probability": 0.00020356712646842426 }, { "score": 7.475358009338379, "text": "is made this 13th day of October, 1999", "probability": 0.00020052792328295943 }, { "score": 6.670318603515625, "text": "Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999", "probability": 8.965008063303864e-05 }, { "score": 6.365553855895996, "text": "13", "probability": 6.609871800252673e-05 }, { "score": 6.309715270996094, "text": "1.1 The term of this Agreement shall begin on January 1, 2000", "probability": 6.25090137880025e-05 }, { "score": 6.227276802062988, "text": "13th day of October, 1999 by", "probability": 5.756255664169898e-05 }, { "score": 6.2183685302734375, "text": "day of October, 1999", "probability": 5.705205097985128e-05 }, { "score": 5.81561279296875, "text": "of October, 1999", "probability": 3.813789048734121e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Expiration Date": [ { "score": 14.741263389587402, "text": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "probability": 0.7672023664102638 }, { "score": 13.231527328491211, "text": "The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 0.1695273968249205 }, { "text": "", "score": 11.714073181152344, "probability": 0.037172171359994795 }, { "score": 10.261751174926758, "text": "The term of this Agreement shall begin on January 1, 2000", "probability": 0.00869926373031748 }, { "score": 9.72933578491211, "text": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 0.005108076953596977 }, { "score": 9.217428207397461, "text": "The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.\n\n 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory. The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 0.0030615319435974776 }, { "score": 9.152325630187988, "text": "The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement", "probability": 0.0028685677076729726 }, { "score": 9.011507987976074, "text": "1.1 The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "probability": 0.0024917747470976736 }, { "score": 8.38540267944336, "text": "The options will expire five (5) years after each grant date.", "probability": 0.0013322775188432453 }, { "score": 8.059150695800781, "text": "January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "probability": 0.0009614025359616599 }, { "score": 7.9203782081604, "text": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term", "probability": 0.0008368298008909822 }, { "score": 6.241464138031006, "text": "\").", "probability": 0.000156132754456196 }, { "score": 6.102007865905762, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.00013580911903399233 }, { "score": 5.64237117767334, "text": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").\n\n2. ENDORSEMENT SERVICES.\n\n During the Term, the Professional will provide the services described in this Section 2 (the \"Services\"):\n\n 2.1 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "probability": 8.576522961440647e-05 }, { "score": 5.532515048980713, "text": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 7.684247494222049e-05 }, { "score": 5.483355522155762, "text": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").\n\n2. ENDORSEMENT SERVICES.\n\n During the Term, the Professional will provide the services described in this Section 2 (the \"Services\"):", "probability": 7.315628327879626e-05 }, { "score": 5.258530616760254, "text": "The", "probability": 5.842670800803042e-05 }, { "score": 5.138227462768555, "text": "The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.\n\n 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory. The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement", "probability": 5.180413437160568e-05 }, { "score": 5.133787155151367, "text": "The", "probability": 5.1574618017862124e-05 }, { "score": 5.079084873199463, "text": "The options will expire five (5) years after each grant date.", "probability": 4.8829145119259535e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Renewal Term": [ { "score": 15.259876251220703, "text": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 0.612918912756103 }, { "score": 14.706104278564453, "text": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "probability": 0.35229210498531127 }, { "text": "", "score": 11.471551895141602, "probability": 0.013872497621361375 }, { "score": 10.436071395874023, "text": "The options will expire five (5) years after each grant date.", "probability": 0.004925509851859112 }, { "score": 10.395167350769043, "text": "The options will expire five (5) years after each grant date.", "probability": 0.0047281014983762346 }, { "score": 10.265402793884277, "text": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004", "probability": 0.004152701932642206 }, { "score": 9.478055953979492, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.0018896891612365221 }, { "score": 8.8533296585083, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.0010117546038235024 }, { "score": 8.777450561523438, "text": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term", "probability": 0.000937823942772975 }, { "score": 8.563411712646484, "text": "1.1 The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "probability": 0.0007571212317524496 }, { "score": 8.507789611816406, "text": "The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 0.0007161583397475554 }, { "score": 8.042984962463379, "text": "8.1 The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 0.0004499320800081257 }, { "score": 7.856596946716309, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.0003734218039117042 }, { "score": 7.600828170776367, "text": "The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 0.00028914834079447774 }, { "score": 7.142788410186768, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.00018289278114971158 }, { "score": 6.858692169189453, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.00013766233580900472 }, { "score": 6.769392013549805, "text": ".", "probability": 0.0001259019827006004 }, { "score": 6.345757007598877, "text": "8. RENEWAL.\n\n 8.1 The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 8.242334279899716e-05 }, { "score": 6.312907695770264, "text": "the initial period plus any renewal period, the \"Term\").", "probability": 7.975978031819689e-05 }, { "score": 6.270938873291016, "text": "The options will expire five (5) years after each grant date", "probability": 7.648162752257713e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 14.934967994689941, "text": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 0.7452386990132749 }, { "score": 13.683536529541016, "text": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "probability": 0.2132090422129969 }, { "text": "", "score": 11.79318618774414, "probability": 0.032198593178148334 }, { "score": 10.055305480957031, "text": "The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 0.0056634998812396 }, { "score": 8.971590995788574, "text": "The options will expire five (5) years after each grant date.", "probability": 0.0019161684045869137 }, { "score": 7.668997764587402, "text": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term", "probability": 0.0005208643365264929 }, { "score": 6.981748104095459, "text": "8.1 The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 0.0002619726101305384 }, { "score": 6.2875823974609375, "text": "1.1 The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "probability": 0.00013085296001737954 }, { "score": 6.277698516845703, "text": "The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.\n\n8. RENEWAL.\n\n 8.1 The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 0.00012956599556100277 }, { "score": 6.145444869995117, "text": ".", "probability": 0.00011351519705424564 }, { "score": 6.021240234375, "text": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004", "probability": 0.00010025651855740684 }, { "score": 5.891880512237549, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 8.809117564202246e-05 }, { "score": 5.738373279571533, "text": "The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement", "probability": 7.555532219894846e-05 }, { "score": 5.683769702911377, "text": "The", "probability": 7.154034495203209e-05 }, { "score": 5.535001277923584, "text": "by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 6.165122691055568e-05 }, { "score": 5.4787278175354, "text": "Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 5.827770899544603e-05 }, { "score": 5.330320358276367, "text": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.\n\n9. NON-COMPETITION.\n\n 9.1 The Professional acknowledges that any use of her name, likeness, image or personal identification by any third party in connection with the making, use, sale, marketing, promotion or advertising of golf equipment, including but not limited to golf clubs and golf bags, would cause a likelihood of confusion with the Products of the Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement. The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 5.024003460686754e-05 }, { "score": 5.094653606414795, "text": "8. RENEWAL.\n\n 8.1 The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 3.969183341608586e-05 }, { "score": 5.042868137359619, "text": "The options will expire five (5) years after each grant date.", "probability": 3.7688687762383234e-05 }, { "score": 4.946708679199219, "text": "7.5 The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.\n\n8. RENEWAL.\n\n 8.1 The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 3.4233357421528114e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Governing Law": [ { "score": 15.566679000854492, "text": "The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.", "probability": 0.5129503719945931 }, { "score": 15.473416328430176, "text": "The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.", "probability": 0.4672742887440881 }, { "text": "", "score": 12.177547454833984, "probability": 0.017305901209582284 }, { "score": 9.855396270751953, "text": "GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.", "probability": 0.0016970583496077605 }, { "score": 7.68486213684082, "text": "11.4. GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.", "probability": 0.0001936626087194188 }, { "score": 7.38821268081665, "text": "GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.", "probability": 0.0001439502938923499 }, { "score": 6.9189066886901855, "text": ".", "probability": 9.003172124935899e-05 }, { "score": 6.848842144012451, "text": ".", "probability": 8.393960245895689e-05 }, { "score": 6.238378524780273, "text": "The", "probability": 4.558751579666049e-05 }, { "score": 6.23634147644043, "text": "The", "probability": 4.54947463432992e-05 }, { "score": 6.040515899658203, "text": "The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey", "probability": 3.740376162328897e-05 }, { "score": 5.730188846588135, "text": "The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey", "probability": 2.7424704313314813e-05 }, { "score": 5.279797077178955, "text": "validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.", "probability": 1.7479914082847466e-05 }, { "score": 5.201332092285156, "text": "The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.\n\n 11.5. NOTICES. Any communication (including any notice, consent, approval or instructions) provided for under this Agreement may be given to the person to whom it is addressed by delivering the same to or for such person at the address or facsimile number of such person as set out hereinafter or at such other address or number as such person shall have notified to the other party hereto, provided that a copy of any communication sent by fax shall be immediately deposited in the mail. Any communication so addressed and delivered as aforesaid shall be deemed to have been sufficiently given or made on the date on which it was delivered.\n\n If to the Company: S2 GOLF INC. 18 Gloria Lane", "probability": 1.616078243862552e-05 }, { "score": 5.036821365356445, "text": "validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.", "probability": 1.3709331648988253e-05 }, { "score": 4.96583366394043, "text": "VERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.", "probability": 1.2769877048010874e-05 }, { "score": 4.91827392578125, "text": "The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.\n\n 11.5. NOTICES. Any communication (including any notice, consent, approval or instructions) provided for under this Agreement may be given to the person to whom it is addressed by delivering the same to or for such person at the address or facsimile number of such person as set out hereinafter or at such other address or number as such person shall have notified to the other party hereto, provided that a copy of any communication sent by fax shall be immediately deposited in the mail.", "probability": 1.2176761054581226e-05 }, { "score": 4.852020740509033, "text": "New Jersey without giving effect to the principles of conflicts of laws of such state.", "probability": 1.1396156146108083e-05 }, { "score": 4.806128025054932, "text": "The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state", "probability": 1.0884975054175992e-05 }, { "score": 4.75156307220459, "text": "The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state", "probability": 1.0306950258717159e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.123150825500488, "probability": 0.48347505680270725 }, { "score": 10.902297973632812, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term.", "probability": 0.14261474059497262 }, { "score": 10.569985389709473, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.10229228850625462 }, { "score": 10.335187911987305, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.08088568092854094 }, { "score": 9.7986421585083, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.04729909006302089 }, { "score": 9.761062622070312, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.04555459611757289 }, { "score": 9.725664138793945, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits.", "probability": 0.04397023984985904 }, { "score": 8.615256309509277, "text": "On each March 31, June 30, September 30, and December 31 during the Term that the Company elects to continue the marketing and sale of the Products, the Company will grant to the Professional a number of Options (the \"Quarterly Grant Number\").", "probability": 0.01448487800095234 }, { "score": 7.734533309936523, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n 4.3 If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "probability": 0.006003737603325106 }, { "score": 7.717252731323242, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term", "probability": 0.005900880815664557 }, { "score": 7.6011247634887695, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.005253915786734654 }, { "score": 7.499736309051514, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n 4.3 If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "probability": 0.004747343546738092 }, { "score": 7.173602104187012, "text": "If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph. On each March 31, June 30, September 30, and December 31 during the Term that the Company elects to continue the marketing and sale of the Products, the Company will grant to the Professional a number of Options (the \"Quarterly Grant Number\").", "probability": 0.0034261973553482957 }, { "score": 7.071299076080322, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.", "probability": 0.0030930200476960304 }, { "score": 7.009747505187988, "text": "On each March 31, June 30, September 30, and December 31 during the Term that the Company elects to continue the marketing and sale of the Products, the Company will grant to the Professional a number of Options (the \"Quarterly Grant Number\").\n\n -3- 4\n\n EXECUTION COPY\n\nThe Quarterly Grant Number shall be the nearest whole number that results from the division of the number of dollars represented by one half of one percent", "probability": 0.0029083805214357647 }, { "score": 6.6722798347473145, "text": "The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional.", "probability": 0.002075347758262325 }, { "score": 6.4886651039123535, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits", "probability": 0.0017272214224738338 }, { "score": 6.426704406738281, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term", "probability": 0.0016234496615877049 }, { "score": 6.318483352661133, "text": "If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional.\n\n4. COMPENSATION FOR ENDORSEMENT SERVICES.\n\n 4.1 The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term.", "probability": 0.0014569311214932205 }, { "score": 6.130291938781738, "text": "During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.00120700349535952 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Compete": [ { "text": "", "score": 11.95109748840332, "probability": 0.45995825013492875 }, { "score": 11.486784934997559, "text": "The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.", "probability": 0.28911460638320297 }, { "score": 10.409278869628906, "text": "The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company,", "probability": 0.09842719186881048 }, { "score": 9.648903846740723, "text": "The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.\n\n 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement.", "probability": 0.0460138336649608 }, { "score": 9.639291763305664, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "probability": 0.04557366372073636 }, { "score": 8.492959976196289, "text": "The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.", "probability": 0.014483328257470259 }, { "score": 8.074560165405273, "text": "The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company", "probability": 0.00953146472224874 }, { "score": 7.562073707580566, "text": "the Company, and not to acquire any such interest during the Term.", "probability": 0.005709388607631657 }, { "score": 7.415453910827637, "text": "The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company,", "probability": 0.004930755132473348 }, { "score": 7.193325996398926, "text": "The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company", "probability": 0.003948612426561962 }, { "score": 7.182050704956055, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term", "probability": 0.0039043407278392854 }, { "score": 6.921357154846191, "text": "The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.", "probability": 0.003008360936963808 }, { "score": 6.837730407714844, "text": "To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.\n\n 9.2 The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "probability": 0.002767013678130085 }, { "score": 6.827639102935791, "text": "The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification", "probability": 0.002739231315686077 }, { "score": 6.655078887939453, "text": "The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.\n\n 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement.", "probability": 0.00230508401388392 }, { "score": 6.636992454528809, "text": "The Professional agrees not to enter into any other agreement the performance of which would or could cause an infringement of the rights that the Professional grants to the Company under this Agreement.", "probability": 0.0022637680211016254 }, { "score": 6.3674798011779785, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of", "probability": 0.0017289564831070273 }, { "score": 6.24544620513916, "text": "(ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.", "probability": 0.0015303315962908637 }, { "score": 5.969138145446777, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company,", "probability": 0.001160877728892188 }, { "score": 5.715645790100098, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company", "probability": 0.0009009405790799851 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Exclusivity": [ { "score": 13.524824142456055, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.2503547298174149 }, { "score": 13.26927375793457, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "probability": 0.1938972630523908 }, { "score": 13.014313697814941, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.15026018930293697 }, { "score": 12.916306495666504, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.13623225474091058 }, { "score": 12.312623023986816, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.07449095532248155 }, { "text": "", "score": 12.2096529006958, "probability": 0.06720230783061859 }, { "score": 11.141876220703125, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.023102270659945818 }, { "score": 10.939814567565918, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.\n\n3. LICENSE AND ENDORSEMENT FOR PRODUCTS.\n\n 3.1 The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.018875584405320455 }, { "score": 10.888601303100586, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.\n\n 2.7 The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term.", "probability": 0.017933240323454874 }, { "score": 10.551543235778809, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others", "probability": 0.012801955398167541 }, { "score": 10.226261138916016, "text": "The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term.", "probability": 0.009247153994177743 }, { "score": 10.088915824890137, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.008060459089176039 }, { "score": 10.008330345153809, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.\n\n 2.7 The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.\n\n 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement.", "probability": 0.007436386416245624 }, { "score": 9.721099853515625, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire.", "probability": 0.005579808978015939 }, { "score": 9.59997844696045, "text": "To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.004943300057099719 }, { "score": 9.537824630737305, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products. As a condition precedent to, and a continuing precedent of, any obligations of the Company hereunder, the Professional hereby agrees to use the Products upon their creation and to provide an unqualified and unequivocal endorsement thereof during the Term at the request of the Company at any time or times during the Term in verbal, written or recorded forms.", "probability": 0.00464540853378913 }, { "score": 9.470227241516113, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.004341769268000581 }, { "score": 9.345990180969238, "text": "The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.\n\n 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement.", "probability": 0.0038345223234027928 }, { "score": 9.315906524658203, "text": "During the Term, the Professional will provide the services described in this Section 2 (the \"Services\"):\n\n 2.1 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "probability": 0.0037208837736075586 }, { "score": 9.113656997680664, "text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.\n\n 2.4 The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.0030395567128427775 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.137794494628906, "probability": 0.9521086840442928 }, { "score": 8.859451293945312, "text": "contracts on behalf of the Company.", "probability": 0.035885596077106896 }, { "score": 6.162907600402832, "text": "The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.", "probability": 0.0024200599145996807 }, { "score": 5.862486839294434, "text": "To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.0017920702877400553 }, { "score": 5.8386993408203125, "text": "contracts on behalf of the Company", "probability": 0.0017499444391576517 }, { "score": 5.441225051879883, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "probability": 0.0011759892984037406 }, { "score": 5.414157867431641, "text": "The Professional shall at all times during the Term refrain from:", "probability": 0.0011445855025848971 }, { "score": 5.20654296875, "text": "contracts on behalf of the Company.", "probability": 0.0009299984740043938 }, { "score": 4.489574432373047, "text": "The Professional shall at all times during the Term refrain from:", "probability": 0.0004540532168546985 }, { "score": 4.464669227600098, "text": "To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.\n\n 9.2 The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "probability": 0.0004428845843416199 }, { "score": 4.31876802444458, "text": "The Professional shall at all times during the Term", "probability": 0.0003827599387867226 }, { "score": 4.122302532196045, "text": "the Company, and not to acquire any such interest during the Term.", "probability": 0.0003144869273231471 }, { "score": 4.050138473510742, "text": "The Professional shall at all times during the Term refrain from:\n\n 5.1.1 dishonest, fraudulent, illegal or unethical acts or omissions;", "probability": 0.0002925917960397267 }, { "score": 3.5802841186523438, "text": "With respect to all Services described in this Agreement, the Professional's status will be that of an independent contractor and not a partner, employee or agent of the Company.", "probability": 0.0001828971723505444 }, { "score": 3.53029465675354, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "probability": 0.00017397900539652087 }, { "score": 3.1702446937561035, "text": "The Professional shall at all times during the Term refrain from:\n\n 5.1.1 dishonest, fraudulent, illegal or unethical acts or omissions;\n\n 5.1.2 excessive use or abuse of alcohol;", "probability": 0.00012137496888978052 }, { "score": 3.122145652770996, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.00011567512660848496 }, { "score": 3.071523666381836, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term", "probability": 0.00010996516600094058 }, { "score": 3.009714126586914, "text": "To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.\n\n 9.2 The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term", "probability": 0.00010337406443810529 }, { "score": 2.966782808303833, "text": "contract", "probability": 9.902999507930704e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 12.059713363647461, "probability": 0.19898326715171089 }, { "score": 11.614770889282227, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.12752064361001847 }, { "score": 11.557578086853027, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.12043202185091906 }, { "score": 11.242905616760254, "text": "The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.", "probability": 0.08791874095433333 }, { "score": 10.890462875366211, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.\n\n3. LICENSE AND ENDORSEMENT FOR PRODUCTS.\n\n 3.1 The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.061804133555806356 }, { "score": 10.673576354980469, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.", "probability": 0.049753645030101136 }, { "score": 10.56524658203125, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.04464551948951986 }, { "score": 10.421935081481934, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.\n\n 2.7 The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.", "probability": 0.03868463351387449 }, { "score": 10.34011459350586, "text": "The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.\n\n 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement.", "probability": 0.03564546630428213 }, { "score": 10.252849578857422, "text": "The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.", "probability": 0.03266672421662636 }, { "score": 10.114336013793945, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.028441330503689067 }, { "score": 10.015571594238281, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.025766597101655287 }, { "score": 9.845107078552246, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "probability": 0.02172827594850188 }, { "score": 9.830217361450195, "text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.\n\n 2.4 The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.02140714477564648 }, { "score": 9.75003433227539, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.", "probability": 0.01975766871110631 }, { "score": 9.7196683883667, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.01916672612383756 }, { "score": 9.71304988861084, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others", "probability": 0.019040290021860615 }, { "score": 9.519144058227539, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.\n\n 2.7 The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.\n\n 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement.", "probability": 0.01568416227808084 }, { "score": 9.517834663391113, "text": "To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.01566363895647822 }, { "score": 9.493650436401367, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "probability": 0.015289369901951467 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.218564987182617, "probability": 0.9994930175496961 }, { "score": 3.5747530460357666, "text": "contracts on behalf of the Company.", "probability": 0.0001761245659561861 }, { "score": 3.1201300621032715, "text": "The Professional acknowledges that she is not qualified for and will not receive any Company employee benefits or other incidents of employment.", "probability": 0.0001117840094007466 }, { "score": 2.20108962059021, "text": "The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.", "probability": 4.4590823215832977e-05 }, { "score": 2.038147211074829, "text": "The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.\n\n 4.2 If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 3.788615230736956e-05 }, { "score": 1.902143120765686, "text": "contracts on behalf of the Company", "probability": 3.306851365411264e-05 }, { "score": 1.411658763885498, "text": "The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.", "probability": 2.0248834243187823e-05 }, { "score": 1.2114555835723877, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 1.6574975258064445e-05 }, { "score": 0.6898956298828125, "text": "The Professional shall at all times during the Term refrain from:", "probability": 9.838803318107468e-06 }, { "score": 0.5907260179519653, "text": "In consideration of and as an inducement for the Company entering into said Endorsement Agreement with Recipient:", "probability": 8.909913005336861e-06 }, { "score": 0.46672213077545166, "text": "The Professional shall at all times during the Term", "probability": 7.870806937658292e-06 }, { "score": 0.4143456220626831, "text": "The Professional acknowledges that she is not qualified for and will not receive any Company employee benefits or other incidents of employment.\n\n\n\n\n\n 6.4 The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same.\n\n 6.5 The Professional represents and warrants that:", "probability": 7.469171493644898e-06 }, { "score": 0.16693347692489624, "text": "If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional.\n\n4. COMPENSATION FOR ENDORSEMENT SERVICES.\n\n 4.1 The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term. The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000. The Professional acknowledges that the Company is under no obligation to create or maintain the Products. The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.", "probability": 5.832069646106414e-06 }, { "score": 0.11502909660339355, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire.", "probability": 5.537081497127281e-06 }, { "score": 0.025490760803222656, "text": "The Professional acknowledges that she is not qualified for and will not receive any Company employee benefits or other incidents of employment", "probability": 5.062848251950906e-06 }, { "score": -0.020037174224853516, "text": "The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.\n\n 4.2 If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits.", "probability": 4.837515611564283e-06 }, { "score": -0.4608689546585083, "text": "If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional.", "probability": 3.1129458767763953e-06 }, { "score": -0.48312926292419434, "text": "Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "probability": 3.0444163163137363e-06 }, { "score": -0.6028417944908142, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 2.7009313697341184e-06 }, { "score": -0.6849299669265747, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "probability": 2.4880729441756306e-06 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Disparagement": [ { "score": 13.338104248046875, "text": "conduct which could reasonably be expected to degrade the Professional, devalue the services of the Professional or to bring the Professional into public hatred, contempt, scorn or ridicule, or that could reasonably be expected to shock, insult or offend the community or to offend public morals or decency.", "probability": 0.5762971500426608 }, { "text": "", "score": 11.828035354614258, "probability": 0.1273010202076072 }, { "score": 11.028822898864746, "text": "acts or omissions reasonably determined by the Company to be prejudicial or injurious to the business or goodwill of the Company, its officers, employees, shareholders or products, the golf industry or professional golf;", "probability": 0.057245100843198254 }, { "score": 10.759474754333496, "text": "The Professional shall at all times during the Term refrain from:\n\n 5.1.1 dishonest, fraudulent, illegal or unethical acts or omissions;", "probability": 0.04372823133329178 }, { "score": 10.734039306640625, "text": "conduct which could reasonably be expected to degrade the Professional, devalue the services of the Professional or to bring the Professional into public hatred, contempt, scorn or", "probability": 0.042630010272982084 }, { "score": 10.462464332580566, "text": "5.1.5 conduct which could reasonably be expected to degrade the Professional, devalue the services of the Professional or to bring the Professional into public hatred, contempt, scorn or ridicule, or that could reasonably be expected to shock, insult or offend the community or to offend public morals or decency.", "probability": 0.03249166184154372 }, { "score": 10.403524398803711, "text": "conduct which could reasonably be expected to degrade the Professional, devalue the services of the Professional or to bring the Professional into public hatred, contempt, scorn or ridicule, or that could reasonably be expected to shock, insult or", "probability": 0.030631949449439505 }, { "score": 10.155550003051758, "text": "The Professional shall at all times during the Term refrain from:", "probability": 0.023904558385266995 }, { "score": 9.594398498535156, "text": "conduct which could reasonably be expected to degrade the Professional, devalue the services of the Professional or to bring the Professional into", "probability": 0.01363878624727068 }, { "score": 9.114744186401367, "text": "The Professional shall at all times during the Term", "probability": 0.008442372335509466 }, { "score": 9.013340950012207, "text": "conduct which could reasonably be expected to degrade", "probability": 0.007628262616656145 }, { "score": 8.952594757080078, "text": "acts or omissions reasonably determined by the Company to be prejudicial or injurious to the business or goodwill of the Company, its officers, employees, shareholders or products, the golf industry or professional golf; and", "probability": 0.007178668514473258 }, { "score": 8.822494506835938, "text": "ridicule, or that could reasonably be expected to shock, insult or offend the community or to offend public morals or decency.", "probability": 0.006302924121296699 }, { "score": 8.528666496276855, "text": "conduct which could reasonably be expected to degrade the Professional, devalue the services of the Professional or", "probability": 0.0046982291512746195 }, { "score": 8.158686637878418, "text": "The Professional shall at all times during the Term refrain from:\n\n 5.1.1 dishonest, fraudulent, illegal or unethical acts or omissions;\n\n 5.1.2 excessive use or abuse of alcohol;", "probability": 0.003245293532737593 }, { "score": 8.116830825805664, "text": "dishonest, fraudulent, illegal or unethical acts or omissions;\n\n 5.1.2 excessive use or abuse of alcohol;\n\n 5.1.3 use of controlled substances, except as prescribed by a licensed medical professional in the treatment of illness or disease;\n\n 5.1.4 acts or omissions reasonably determined by the Company to be prejudicial or injurious to the business or goodwill of the Company, its officers, employees, shareholders or products, the golf industry or professional golf;", "probability": 0.0031122626159743806 }, { "score": 8.074422836303711, "text": "conduct which could reasonably be expected to degrade the Professional, devalue the services of the Professional or to bring the Professional into public", "probability": 0.002983037275465827 }, { "score": 8.055542945861816, "text": "conduct which could reasonably be expected to degrade the Professional,", "probability": 0.0029272461806194687 }, { "score": 8.045077323913574, "text": "5.1.4 acts or omissions reasonably determined by the Company to be prejudicial or injurious to the business or goodwill of the Company, its officers, employees, shareholders or products, the golf industry or professional golf;", "probability": 0.0028967704804862926 }, { "score": 7.980812072753906, "text": "acts or omissions reasonably determined by the Company to be prejudicial or injurious to the business or goodwill of the Company, its officers, employees, shareholders or products, the golf industry or professional golf", "probability": 0.002716464552245298 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.772513389587402, "probability": 0.9958593813175792 }, { "score": 5.540940284729004, "text": "In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.", "probability": 0.001958214246749826 }, { "score": 5.45790433883667, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.0018021799463683575 }, { "score": 2.2710657119750977, "text": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 7.443406244065853e-05 }, { "score": 1.671239972114563, "text": "The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement.", "probability": 4.085739878487915e-05 }, { "score": 1.6407170295715332, "text": "The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory. The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 3.962915097459254e-05 }, { "score": 1.4659955501556396, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n 4.3 If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph. On each March 31, June 30, September 30, and December 31 during the Term that the Company elects to continue the marketing and sale of the Products, the Company will grant to the Professional a number of Options (the \"Quarterly Grant Number\").", "probability": 3.327623583882647e-05 }, { "score": 1.2229559421539307, "text": "contracts on behalf of the Company.", "probability": 2.6096570200468316e-05 }, { "score": 1.1906825304031372, "text": "Either the Company or the Professional may terminate this Agreement in the event of a non-curable breach of this Agreement by the other party.\n\n 7.3 In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.", "probability": 2.52677905534714e-05 }, { "score": 1.1648736000061035, "text": "If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional.", "probability": 2.462399942147172e-05 }, { "score": 1.1148722171783447, "text": "The Professional shall at all times during the Term refrain from:", "probability": 2.3423040408539588e-05 }, { "score": 0.9463486671447754, "text": "The Professional agrees not to enter into any other agreement the performance of which would or could cause an infringement of the rights that the Professional grants to the Company under this Agreement.\n\n7. TERMINATION.\n\n 7.1 This Agreement shall terminate automatically if the Professional dies or becomes disabled, or suffers illness, mental or physical disability to the extent that she is unable to perform the obligations of the Professional under the terms of this Agreement.\n\n 7.2 Either the Company or the Professional may terminate this Agreement in the event of a non-curable breach of this Agreement by the other party.\n\n 7.3 In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.", "probability": 1.979039305559139e-05 }, { "score": 0.35607337951660156, "text": "If", "probability": 1.096733525901533e-05 }, { "score": 0.3510727882385254, "text": "In", "probability": 1.0912628993809977e-05 }, { "score": 0.3045167922973633, "text": "The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 1.0416225617451953e-05 }, { "score": 0.2697920799255371, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n 4.3 If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "probability": 1.0060733087339035e-05 }, { "score": 0.16826879978179932, "text": "7.2 Either the Company or the Professional may terminate this Agreement in the event of a non-curable breach of this Agreement by the other party.\n\n 7.3 In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.", "probability": 9.089471388132849e-06 }, { "score": 0.04192054271697998, "text": "The Professional shall at all times during the Term", "probability": 8.01062268341538e-06 }, { "score": -0.06071507930755615, "text": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "probability": 7.2292324903318405e-06 }, { "score": -0.2240886688232422, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 6.139598104801385e-06 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": [ { "score": 12.559167861938477, "text": "If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph. On each March 31, June 30, September 30, and December 31 during the Term that the Company elects to continue the marketing and sale of the Products, the Company will grant to the Professional a number of Options (the \"Quarterly Grant Number\").", "probability": 0.228345838212244 }, { "score": 12.515417098999023, "text": "On each March 31, June 30, September 30, and December 31 during the Term that the Company elects to continue the marketing and sale of the Products, the Company will grant to the Professional a number of Options (the \"Quarterly Grant Number\").", "probability": 0.21857092273585876 }, { "text": "", "score": 12.27856731414795, "probability": 0.17247646048392748 }, { "score": 12.248650550842285, "text": "If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "probability": 0.16739294337428268 }, { "score": 11.663780212402344, "text": "If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "probability": 0.09326768242903312 }, { "score": 11.161735534667969, "text": "The Professional has the right to enter into this Agreement;", "probability": 0.056454160299348945 }, { "score": 9.921470642089844, "text": "The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 0.016332616065790964 }, { "score": 9.453498840332031, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n 4.3 If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "probability": 0.010228646787540397 }, { "score": 9.171367645263672, "text": "The Professional has the right to enter into this Agreement;", "probability": 0.007714186970546941 }, { "score": 8.733603477478027, "text": "The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 0.004979337895701094 }, { "score": 8.657723426818848, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n 4.3 If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "probability": 0.004615484650810387 }, { "score": 8.651430130004883, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.004586529244013465 }, { "score": 8.281464576721191, "text": "The Professional acknowledges that she will have a right, pursuant to and under the\n\n -6- 7\n\n EXECUTION COPY\n\nconditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.0031681823389109118 }, { "score": 8.000833511352539, "text": "The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.", "probability": 0.0023929501171795135 }, { "score": 7.820823669433594, "text": "The options will expire five (5) years after each grant date.", "probability": 0.001998740278736542 }, { "score": 7.753688812255859, "text": "The options will expire five (5) years after each grant date. The Options shall not be assigned, transferred or alienated by the Professional. Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.\n\n 4.4 The Company will reimburse the Professional for her reasonable and necessary travel expenses in connection with her performance of the Services.\n\n 4.5 The Company shall be under no obligation to create, market, promote or sell the Products. There shall be no minimum amounts due from the Company hereunder except as specified in Section 4.1 above. The failure of the Company to create, market, promote or sell the Products or to reach any specific sales volume shall not result in any liability of the Company or create any right for the Professional to make a claim against the Company. The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional.", "probability": 0.0018689602576916471 }, { "score": 7.580780029296875, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.0015721961779368234 }, { "score": 7.49603271484375, "text": "The Professional represents and warrants that:\n\n 6.5.1 The Professional has the right to enter into this Agreement;", "probability": 0.0014444464475544651 }, { "score": 7.402827739715576, "text": "If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph", "probability": 0.0013159004600264825 }, { "score": 7.3703227043151855, "text": "The Professional has the right to enter into this Agreement", "probability": 0.0012738147728654243 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Change Of Control": [ { "text": "", "score": 12.275775909423828, "probability": 0.8288968803797546 }, { "score": 9.83361530303955, "text": "Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "probability": 0.07209142827731664 }, { "score": 9.588556289672852, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "probability": 0.0564229582740164 }, { "score": 8.320870399475098, "text": "The Options shall not be assigned, transferred or alienated by the Professional. Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "probability": 0.015882061218909817 }, { "score": 7.508665084838867, "text": "The Options shall not be assigned, transferred or alienated by the Professional.", "probability": 0.00704969908150659 }, { "score": 7.137413501739502, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term", "probability": 0.004863378443259659 }, { "score": 6.469815254211426, "text": "the Company, and not to acquire any such interest during the Term.", "probability": 0.0024946167290982825 }, { "score": 6.383890151977539, "text": "The Options shall not be assigned, transferred or alienated by the Professional.", "probability": 0.002289217370572347 }, { "score": 6.108313083648682, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of", "probability": 0.0017378225669146263 }, { "score": 6.103846073150635, "text": "The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory.", "probability": 0.0017300770078908995 }, { "score": 5.998985290527344, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company", "probability": 0.0015578476205298972 }, { "score": 5.82224178314209, "text": "However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory.", "probability": 0.0013054680438205272 }, { "score": 5.311923980712891, "text": "The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory", "probability": 0.0007836786940229185 }, { "score": 5.10405969619751, "text": "The options will expire five (5) years after each grant date. The Options shall not be assigned, transferred or alienated by the Professional. Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "probability": 0.0006365957398436109 }, { "score": 5.030319690704346, "text": "However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory", "probability": 0.0005913421697437186 }, { "score": 4.803848743438721, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company,", "probability": 0.00047150224809258093 }, { "score": 4.640804767608643, "text": "The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional.", "probability": 0.0004005665396637154 }, { "score": 4.441059589385986, "text": "The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement.", "probability": 0.00032803972569307163 }, { "score": 4.14562463760376, "text": "The Options shall not be assigned, transferred or alienated by the Professional", "probability": 0.00024412972996504904 }, { "score": 4.053706169128418, "text": "The Options shall not be assigned, transferred or alienated by the Professional", "probability": 0.00022269013938463003 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Anti-Assignment": [ { "score": 14.777563095092773, "text": "Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "probability": 0.2886584383070703 }, { "score": 14.621551513671875, "text": "The Options shall not be assigned, transferred or alienated by the Professional. Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "probability": 0.2469615195898931 }, { "score": 14.025064468383789, "text": "Any attempted assignment by the Professional without the prior written consent of the Company shall be void.", "probability": 0.13601232247551623 }, { "score": 13.675544738769531, "text": "Any attempted assignment by the Professional without the prior written consent of the Company shall be void.", "probability": 0.09589230688122033 }, { "score": 13.601913452148438, "text": "This Agreement is not assignable by the Professional but is assignable by the Company to any affiliate or successor entity. Any attempted assignment by the Professional without the prior written consent of the Company shall be void.", "probability": 0.08908531194930103 }, { "score": 13.485710144042969, "text": "The Options shall not be assigned, transferred or alienated by the Professional.", "probability": 0.07931213661108137 }, { "score": 12.43817138671875, "text": "This Agreement is not assignable by the Professional but is assignable by the Company to any affiliate or successor entity.", "probability": 0.02782270478934093 }, { "text": "", "score": 12.191967010498047, "probability": 0.02175074544288375 }, { "score": 10.971277236938477, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "probability": 0.006417048370600826 }, { "score": 10.108133316040039, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "probability": 0.0027069277919904806 }, { "score": 9.648685455322266, "text": "The Options shall not be assigned, transferred or alienated by the Professional", "probability": 0.0017097830224501686 }, { "score": 8.90340805053711, "text": "This Agreement is not assignable by the Professional but is assignable by the Company to any affiliate or successor entity", "probability": 0.0008114675100162657 }, { "score": 8.657642364501953, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "probability": 0.0006346531715667543 }, { "score": 8.520171165466309, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company", "probability": 0.000553137970032614 }, { "score": 8.4845552444458, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company", "probability": 0.0005337841496544 }, { "score": 7.948664665222168, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property.", "probability": 0.00031234269420335334 }, { "score": 7.6588134765625, "text": "Neither the Professional's grant of rights to the Company under this Agreement nor the Company's exercise of such rights will cause the infringement of any rights of third parties.", "probability": 0.0002337494406512265 }, { "score": 7.624281406402588, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "probability": 0.0002258153669703339 }, { "score": 7.526914119720459, "text": "Any attempted assignment by the Professional without the prior written consent of the Company shall be void. As used in this Agreement, the term \"Company\" shall include any entity to which this Agreement shall have been assigned by the Company, in accordance with the preceding.", "probability": 0.00020486483462594648 }, { "score": 7.285593032836914, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.\n\n (g) Recipient acknowledges and agrees that the Company possesses valuable know-how, proprietary, confidential and trade secret Information that has been procured or developed by the Company at great expense and that its unauthorized disclosure would result in substantial damages to the Company that may not be adequately compensated by monetary relief.", "probability": 0.00016093963093063141 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": [ { "score": 13.212549209594727, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits.", "probability": 0.22118565201845003 }, { "score": 13.196627616882324, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term.", "probability": 0.21769191091873008 }, { "score": 12.975031852722168, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.17442329004228185 }, { "score": 12.736028671264648, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.1373430574599026 }, { "score": 12.279772758483887, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.08702765590805826 }, { "text": "", "score": 12.112968444824219, "probability": 0.07365718089896423 }, { "score": 10.572359085083008, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term. The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000.", "probability": 0.015781088278750053 }, { "score": 10.38207721710205, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.0130466371480842 }, { "score": 10.350520133972168, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n 4.3 If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "probability": 0.01264135178010523 }, { "score": 9.807535171508789, "text": "The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000. The Professional acknowledges that the Company is under no obligation to create or maintain the Products. The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.\n\n 4.2 If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits.", "probability": 0.007344769044071733 }, { "score": 9.684491157531738, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits", "probability": 0.006494426523743545 }, { "score": 9.558062553405762, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term", "probability": 0.005723129362069413 }, { "score": 9.492827415466309, "text": "During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.005361697427174782 }, { "score": 9.331014633178711, "text": "The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000. The Professional acknowledges that the Company is under no obligation to create or maintain the Products. The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.\n\n 4.2 If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.004560662175164571 }, { "score": 9.25523567199707, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n 4.3 If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph. On each March 31, June 30, September 30, and December 31 during the Term that the Company elects to continue the marketing and sale of the Products, the Company will grant to the Professional a number of Options (the \"Quarterly Grant Number\").", "probability": 0.004227830027864085 }, { "score": 9.139150619506836, "text": "The Quarterly Grant Number shall be the nearest whole number that results from the division of the number of dollars represented by one half of one percent\n\n\n\n\n\n(0.5%) of the Royalty Base by the closing price of the Company's stock on the grant date.", "probability": 0.003764457698008143 }, { "score": 8.854911804199219, "text": "During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.002833081526436112 }, { "score": 8.697657585144043, "text": "If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "probability": 0.0024208307800601585 }, { "score": 8.650925636291504, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter.", "probability": 0.002310303335422438 }, { "score": 8.584112167358398, "text": "The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000.", "probability": 0.0021609876466585002 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Price Restrictions": [ { "score": 12.458564758300781, "text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000).", "probability": 0.11905772431716015 }, { "score": 12.371055603027344, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day events.\n\n 2.3 The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.", "probability": 0.1090819351556747 }, { "score": 12.32491397857666, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.10416307230806476 }, { "score": 12.288742065429688, "text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000).", "probability": 0.10046262431082914 }, { "score": 12.261507034301758, "text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.", "probability": 0.09776344457291354 }, { "score": 12.035810470581055, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "probability": 0.07801133729590584 }, { "text": "", "score": 12.028039932250977, "probability": 0.07740749633233081 }, { "score": 11.925743103027344, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "probability": 0.069880511052146 }, { "score": 11.805587768554688, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits.", "probability": 0.06196882673770967 }, { "score": 11.18661880493164, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.03337017378013763 }, { "score": 11.168412208557129, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.03276811385699994 }, { "score": 10.817248344421387, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.02306444005560931 }, { "score": 10.794876098632812, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.022554166005188912 }, { "score": 10.39051342010498, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term.", "probability": 0.015052696063736343 }, { "score": 10.251969337463379, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,", "probability": 0.013105251568376755 }, { "score": 10.043571472167969, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.01063994343523161 }, { "score": 10.025047302246094, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,", "probability": 0.010444661616010155 }, { "score": 9.84349536895752, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day events.\n\n 2.3 The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows", "probability": 0.008710585972651709 }, { "score": 9.733946800231934, "text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows", "probability": 0.007806763674659952 }, { "score": 9.22358512878418, "text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000). The options will expire five (5) years after each grant date.", "probability": 0.004686231888662686 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Minimum Commitment": [ { "score": 13.758647918701172, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.31960968228081177 }, { "score": 13.150135040283203, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.17391864458387554 }, { "score": 12.482900619506836, "text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000).", "probability": 0.08924212747758573 }, { "score": 12.38100814819336, "text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000).", "probability": 0.08059694438369729 }, { "text": "", "score": 12.213247299194336, "probability": 0.06814923200699388 }, { "score": 12.122570037841797, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,", "probability": 0.06224154031590796 }, { "score": 11.646775245666504, "text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000). The options will expire five (5) years after each grant date. The Options shall not be assigned, transferred or alienated by the Professional. Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.\n\n 4.4 The Company will reimburse the Professional for her reasonable and necessary travel expenses in connection with her performance of the Services.\n\n 4.5 The Company shall be under no obligation to create, market, promote or sell the Products. There shall be no minimum amounts due from the Company hereunder except as specified in Section 4.1 above.", "probability": 0.03867633194877428 }, { "score": 11.559662818908691, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,", "probability": 0.03544972191919871 }, { "score": 11.142050743103027, "text": "There shall be no minimum amounts due from the Company hereunder except as specified in Section 4.1 above.", "probability": 0.023347813344922624 }, { "score": 11.084689140319824, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "probability": 0.02204623259770535 }, { "score": 11.011336326599121, "text": "including but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.020486966763565415 }, { "score": 10.524744033813477, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.012593699176700394 }, { "score": 10.338591575622559, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day events.\n\n 2.3 The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.", "probability": 0.010454621875315023 }, { "score": 10.202415466308594, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "probability": 0.009123632781123448 }, { "score": 10.018217086791992, "text": "including but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.0075887711654921315 }, { "score": 9.990888595581055, "text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.", "probability": 0.007384189683432038 }, { "score": 9.722234725952148, "text": "The Company shall be under no obligation to create, market, promote or sell the Products. There shall be no minimum amounts due from the Company hereunder except as specified in Section 4.1 above.", "probability": 0.005644532150943597 }, { "score": 9.55282211303711, "text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000", "probability": 0.004764891195608759 }, { "score": 9.49813461303711, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.004511308311849679 }, { "score": 9.419251441955566, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products", "probability": 0.004169116036496519 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Volume Restriction": [ { "score": 13.442768096923828, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day events.\n\n 2.3 The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.", "probability": 0.16580734396402863 }, { "score": 13.24881649017334, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "probability": 0.13657513859658957 }, { "score": 13.13151741027832, "text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.", "probability": 0.12145888970506806 }, { "score": 13.026625633239746, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.10936425197037024 }, { "score": 12.926055908203125, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "probability": 0.09890050523040082 }, { "score": 12.676678657531738, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.07707177237233423 }, { "score": 12.3233003616333, "text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000).", "probability": 0.05412838910079293 }, { "score": 12.270605087280273, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.05134992758708621 }, { "text": "", "score": 12.103811264038086, "probability": 0.04346124854201951 }, { "score": 11.999187469482422, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,", "probability": 0.039143951242482114 }, { "score": 11.712539672851562, "text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000).", "probability": 0.02938834337150098 }, { "score": 11.060741424560547, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day events.\n\n 2.3 The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows", "probability": 0.015314496499867034 }, { "score": 10.785634994506836, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,", "probability": 0.011631226644570985 }, { "score": 10.749491691589355, "text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows", "probability": 0.01121834214763472 }, { "score": 10.617795944213867, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n", "probability": 0.00983408471175953 }, { "score": 10.306156158447266, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company", "probability": 0.007200961777845198 }, { "score": 10.112421035766602, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day events.", "probability": 0.005932700316313574 }, { "score": 10.023502349853516, "text": "including but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.005427945974249688 }, { "score": 9.603649139404297, "text": "including but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.003566938191336633 }, { "score": 9.502422332763672, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day events.\n\n 2.3 The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.\n\n 2.4 The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.0032235420537494283 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": [ { "score": 12.92717170715332, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire.", "probability": 0.1403389486857432 }, { "score": 12.555328369140625, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.09675840684490325 }, { "score": 12.431114196777344, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "probability": 0.08545612174310095 }, { "score": 12.271329879760742, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire.", "probability": 0.07283661129612205 }, { "score": 12.262256622314453, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property.", "probability": 0.07217873502395401 }, { "text": "", "score": 12.249183654785156, "probability": 0.07124128573771578 }, { "score": 12.167713165283203, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "probability": 0.06566736120444085 }, { "score": 12.091300010681152, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "probability": 0.06083643456034842 }, { "score": 11.998854637145996, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property.", "probability": 0.055464517312584845 }, { "score": 11.905224800109863, "text": "Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property.", "probability": 0.050507086418626355 }, { "score": 11.827898025512695, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "probability": 0.04674872005984257 }, { "score": 11.734268188476562, "text": "Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "probability": 0.042570309062924076 }, { "score": 11.281192779541016, "text": "Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "probability": 0.02706067673161191 }, { "score": 11.213715553283691, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.02529494073357856 }, { "score": 11.05605697631836, "text": "Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "probability": 0.02160545497114608 }, { "score": 10.84060287475586, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property", "probability": 0.0174177835292816 }, { "score": 10.577201843261719, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property", "probability": 0.013384411310362736 }, { "score": 10.524044036865234, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property", "probability": 0.012691505206851675 }, { "score": 10.483572006225586, "text": "Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property", "probability": 0.012188109650447553 }, { "score": 10.260643005371094, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property", "probability": 0.009752579916413704 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.191909790039062, "probability": 0.2729071378738322 }, { "score": 11.716768264770508, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.16969285332023387 }, { "score": 11.512656211853027, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "probability": 0.13836263173683586 }, { "score": 11.288439750671387, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "probability": 0.1105714085700501 }, { "score": 11.05105972290039, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire.", "probability": 0.08720673078804389 }, { "score": 9.834732055664062, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "probability": 0.025840779597367556 }, { "score": 9.775979995727539, "text": "Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "probability": 0.02436631848439779 }, { "score": 9.741575241088867, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "probability": 0.02354225835298693 }, { "score": 9.593704223632812, "text": "Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "probability": 0.020306195095416743 }, { "score": 9.587383270263672, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property.", "probability": 0.02017824539118404 }, { "score": 9.528631210327148, "text": "Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property.", "probability": 0.01902688546238789 }, { "score": 9.37629508972168, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet", "probability": 0.01633837904230433 }, { "score": 9.089133262634277, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company", "probability": 0.012260160914759975 }, { "score": 9.064806938171387, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.011965514623120921 }, { "score": 8.86491584777832, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company", "probability": 0.009797601793209536 }, { "score": 8.82209300994873, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.\n\n (g) Recipient acknowledges and agrees that the Company possesses valuable know-how, proprietary, confidential and trade secret Information that has been procured or developed by the Company at great expense and that its unauthorized disclosure would result in substantial damages to the Company that may not be adequately compensated by monetary relief.", "probability": 0.009386897208837593 }, { "score": 8.763341903686523, "text": "Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.\n\n (g) Recipient acknowledges and agrees that the Company possesses valuable know-how, proprietary, confidential and trade secret Information that has been procured or developed by the Company at great expense and that its unauthorized disclosure would result in substantial damages to the Company that may not be adequately compensated by monetary relief.", "probability": 0.0088512942977375 }, { "score": 8.58106517791748, "text": "Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.\n\n (g) Recipient acknowledges and agrees that the Company possesses valuable know-how, proprietary, confidential and trade secret Information that has been procured or developed by the Company at great expense and that its unauthorized disclosure would result in substantial damages to the Company that may not be adequately compensated by monetary relief.", "probability": 0.007376409266022961 }, { "score": 8.405338287353516, "text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property", "probability": 0.006187679145758283 }, { "score": 8.346587181091309, "text": "Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property", "probability": 0.005834619035512132 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__License Grant": [ { "score": 13.388910293579102, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.22064107497833735 }, { "score": 12.75926399230957, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.11755319856365523 }, { "score": 12.444164276123047, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.08578046231943076 }, { "score": 12.437740325927734, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.08523117907480737 }, { "score": 12.433823585510254, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.\n\n 2.5 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.08489800357779619 }, { "score": 12.181828498840332, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "probability": 0.0659868507677828 }, { "score": 12.138507843017578, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others. The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.06318929068220595 }, { "score": 12.062126159667969, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.058542509719213286 }, { "score": 12.040868759155273, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "probability": 0.05731118192419531 }, { "text": "", "score": 11.846685409545898, "probability": 0.04719615380512678 }, { "score": 11.814836502075195, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.04571669253798828 }, { "score": 11.49500846862793, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.03320284155193957 }, { "score": 9.95248031616211, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.007100088925647659 }, { "score": 9.802775382995605, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder", "probability": 0.006112906621550224 }, { "score": 9.674299240112305, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others. The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder", "probability": 0.005375901240762003 }, { "score": 9.446063995361328, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.004278878694091239 }, { "score": 9.433774948120117, "text": "The Professional acknowledges that she will have a right, pursuant to and under the\n\n -6- 7\n\n EXECUTION COPY\n\nconditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.004226617131797184 }, { "score": 9.350628852844238, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder", "probability": 0.0038894036610994925 }, { "score": 8.759334564208984, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others. The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.0021532138861395647 }, { "score": 8.470809936523438, "text": "The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 0.0016135503364337357 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.049601554870605, "probability": 0.8999678090517605 }, { "score": 9.5828218460083, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.0763691856864404 }, { "score": 6.631217002868652, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.003990731083091526 }, { "score": 6.4682841300964355, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.003390717565357907 }, { "score": 6.226527214050293, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.0026625509157632366 }, { "score": 6.056133270263672, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.002245415788169957 }, { "score": 5.850452423095703, "text": "The Options shall not be assigned, transferred or alienated by the Professional.", "probability": 0.00182797694935325 }, { "score": 5.532093048095703, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.\n\n 2.5 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.0013295632278549291 }, { "score": 5.3611249923706055, "text": "This Agreement is not assignable by the Professional but is assignable by the Company to any affiliate or successor entity.", "probability": 0.0011206203685640568 }, { "score": 5.2884521484375, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.0010420704886825712 }, { "score": 5.266772270202637, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.\n\n3. LICENSE AND ENDORSEMENT FOR PRODUCTS.\n\n 3.1 The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.001019721662643446 }, { "score": 5.250848293304443, "text": "The Options shall not be assigned, transferred or alienated by the Professional. Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "probability": 0.0010036122418751318 }, { "score": 4.89337158203125, "text": "This Agreement is not assignable by the Professional but is assignable by the Company to any affiliate or successor entity. Any attempted assignment by the Professional without the prior written consent of the Company shall be void.", "probability": 0.0007019655305973782 }, { "score": 4.860766410827637, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire.", "probability": 0.0006794469306167155 }, { "score": 4.818548202514648, "text": "Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "probability": 0.0006513589818182119 }, { "score": 4.61488676071167, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "probability": 0.0005313385983974832 }, { "score": 4.3825273513793945, "text": "Any attempted assignment by the Professional without the prior written consent of the Company shall be void.", "probability": 0.00042117148159583073 }, { "score": 4.302224636077881, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property.", "probability": 0.00038867260433827106 }, { "score": 4.189024925231934, "text": "Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "probability": 0.0003470738717953141 }, { "score": 4.072818756103516, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "probability": 0.0003089969712838782 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.175710678100586, "probability": 0.2405164407335683 }, { "score": 11.462030410766602, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.11781412616202817 }, { "score": 11.340009689331055, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.10428082068818915 }, { "score": 11.141528129577637, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.08550765459180613 }, { "score": 10.91307258605957, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.\n\n 2.5 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.06804371428789378 }, { "score": 10.886428833007812, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.0662547130527671 }, { "score": 10.606563568115234, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.05008098213204979 }, { "score": 10.586830139160156, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire.", "probability": 0.04910239977729509 }, { "score": 10.303516387939453, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "probability": 0.03698802300548332 }, { "score": 10.181936264038086, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.032753637800334225 }, { "score": 10.123039245605469, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others. The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.030880256002319154 }, { "score": 9.953479766845703, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.\n\n 2.5 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.026064064762169173 }, { "score": 9.939697265625, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.\n\n3. LICENSE AND ENDORSEMENT FOR PRODUCTS.\n\n 3.1 The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.025707300954052645 }, { "score": 9.262967109680176, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.013066410840813326 }, { "score": 9.139908790588379, "text": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "probability": 0.011553478498601128 }, { "score": 9.03960132598877, "text": "The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 0.010450805907123007 }, { "score": 8.822510719299316, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.008411404713970207 }, { "score": 8.74516773223877, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.007785363542298274 }, { "score": 8.70956039428711, "text": "To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.007513024872934874 }, { "score": 8.67052173614502, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.007225377674303562 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.235960006713867, "probability": 0.8291804767131455 }, { "score": 9.893863677978516, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.0797057323119748 }, { "score": 9.016011238098145, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.03313165159256616 }, { "score": 8.796525955200195, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.026602462429607215 }, { "score": 7.575718879699707, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.00784751333142472 }, { "score": 6.974836349487305, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.004303007420423835 }, { "score": 6.852413654327393, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.\n\n3. LICENSE AND ENDORSEMENT FOR PRODUCTS.\n\n 3.1 The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.0038071903767321865 }, { "score": 6.790801525115967, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.0035797012741653434 }, { "score": 6.657869338989258, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.\n\n 2.5 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.0031341160350504276 }, { "score": 6.3663105964660645, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "probability": 0.0023414922160921695 }, { "score": 6.003578186035156, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.0016291461038397271 }, { "score": 5.956996440887451, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.\n\n 2.7 The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.\n\n 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement.", "probability": 0.0015549980159779522 }, { "score": 5.230253219604492, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.\n\n 2.7 The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term.", "probability": 0.000751812026115324 }, { "score": 5.152443885803223, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others", "probability": 0.0006955319814015443 }, { "score": 5.040924549102783, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder", "probability": 0.0006221353396483321 }, { "score": 4.402711868286133, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.00032863410075875427 }, { "score": 4.130578994750977, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.00025033802449418144 }, { "score": 3.9333863258361816, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.\n\n3. LICENSE AND ENDORSEMENT FOR PRODUCTS.\n\n 3.1 The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.00020553563673341433 }, { "score": 3.7695910930633545, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,", "probability": 0.00017448245652062415 }, { "score": 3.644996166229248, "text": "3.1 The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.00015404261332758668 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "score": 13.142956733703613, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.28779314574014164 }, { "score": 12.024829864501953, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.09407714234132646 }, { "score": 11.987809181213379, "text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.", "probability": 0.09065802183075337 }, { "score": 11.899396896362305, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day events.\n\n 2.3 The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.", "probability": 0.08298684827937736 }, { "text": "", "score": 11.846616744995117, "probability": 0.07872037287113962 }, { "score": 11.799934387207031, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "probability": 0.07512997635206141 }, { "score": 11.683021545410156, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "probability": 0.06684033995556717 }, { "score": 11.499361991882324, "text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.\n\n 2.4 The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.05562580633525573 }, { "score": 11.41094970703125, "text": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day events.\n\n 2.3 The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.\n\n 2.4 The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.050918939742362286 }, { "score": 10.695972442626953, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.024909709993653897 }, { "score": 10.254770278930664, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.016023486038136206 }, { "score": 10.144975662231445, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.014357334213308929 }, { "score": 10.10159683227539, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.\n\n 2\n\n EXECUTION COPY\n\n 2.2 The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "probability": 0.0137478448918356 }, { "score": 9.807729721069336, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.010247307267720966 }, { "score": 9.77265453338623, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,", "probability": 0.009894111456482753 }, { "score": 9.396528244018555, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.006792462139484276 }, { "score": 9.295571327209473, "text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,", "probability": 0.006140195436020156 }, { "score": 9.210387229919434, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.\n\n3. LICENSE AND ENDORSEMENT FOR PRODUCTS.\n\n 3.1 The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.005638806752007623 }, { "score": 9.069535255432129, "text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.\n\n 2.4 The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others", "probability": 0.004897968365467329 }, { "score": 9.006810188293457, "text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "probability": 0.004600179997897376 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.150588035583496, "probability": 0.2403580700150702 }, { "score": 11.73891830444336, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.15924757054536778 }, { "score": 11.580280303955078, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.13588677989537445 }, { "score": 11.563041687011719, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.1335643549586403 }, { "score": 11.355767250061035, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.10856064797756287 }, { "score": 10.980138778686523, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.07456569232151022 }, { "score": 10.176828384399414, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others. The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.03339379548118071 }, { "score": 10.07671070098877, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet", "probability": 0.030212399974119942 }, { "score": 10.017977714538574, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.028489039912271894 }, { "score": 8.977709770202637, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.010066886814796353 }, { "score": 8.970869064331055, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet", "probability": 0.009998257208158499 }, { "score": 8.919427871704102, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder", "probability": 0.009496939663222046 }, { "score": 8.690497398376465, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others. The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet", "probability": 0.007553712261357532 }, { "score": 8.671487808227539, "text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "probability": 0.007411475501669806 }, { "score": 8.160648345947266, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder", "probability": 0.004446823763141929 }, { "score": 7.71835994720459, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.\n\n 2.5 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.0028573701718888947 }, { "score": 6.959580421447754, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.\n\n 2.5 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "probability": 0.0013379280095518272 }, { "score": 6.7554121017456055, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.\n\n 2.5 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n 2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.\n\n 2.7 The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term.", "probability": 0.0010908463207656915 }, { "score": 6.364011764526367, "text": "The Professional acknowledges that she will have a right, pursuant to and under the\n\n -6- 7\n\n EXECUTION COPY\n\nconditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.0007375314842409489 }, { "score": 6.345325469970703, "text": "therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.0007238777201082767 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.314026832580566, "probability": 0.9999735356799405 }, { "score": 0.610403835773468, "text": "contracts on behalf of the Company.", "probability": 8.263606351005388e-06 }, { "score": -0.06669151782989502, "text": "contracts on behalf of the Company.", "probability": 4.198661327279818e-06 }, { "score": -0.3745196461677551, "text": "The Professional shall at all times during the Term refrain from:", "probability": 3.0861909077309936e-06 }, { "score": -0.7050488591194153, "text": "The Professional shall at all times during the Term", "probability": 2.2175620163424385e-06 }, { "score": -0.98457932472229, "text": "The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 1.6767844407877435e-06 }, { "score": -1.1614354848861694, "text": "The Professional shall at all times during the Term refrain from:", "probability": 1.404978184792787e-06 }, { "score": -1.2699432373046875, "text": "If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional.", "probability": 1.2605070030586358e-06 }, { "score": -1.9935660362243652, "text": "contracts on behalf of the Company", "probability": 6.113358638446572e-07 }, { "score": -2.177436590194702, "text": "The Professional represents and warrants that:", "probability": 5.086580327970564e-07 }, { "score": -2.3056352138519287, "text": "The Professional acknowledges that any use of her name, likeness, image or personal identification by any third party in connection with the making, use, sale, marketing, promotion or advertising of golf equipment, including but not limited to golf clubs and golf bags, would cause a likelihood of confusion with the Products of the Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement. The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 4.474556048899176e-07 }, { "score": -2.353999137878418, "text": "The Professional shall at all times during the Term refrain", "probability": 4.263298753178065e-07 }, { "score": -2.4806013107299805, "text": "The Professional represents and warrants that:", "probability": 3.7563248390540574e-07 }, { "score": -2.573361396789551, "text": "As a condition precedent to, and a continuing precedent of, any obligations of the Company hereunder, the Professional hereby agrees to use the Products upon their creation and to provide an unqualified and unequivocal endorsement thereof during the Term at the request of the Company at any time or times during the Term in verbal, written or recorded forms. If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional.", "probability": 3.423560039606451e-07 }, { "score": -2.6245901584625244, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 3.252591929440229e-07 }, { "score": -2.6392951011657715, "text": "The Professional shall at all times during the Term refrain from:\n\n 5.1.1 dishonest, fraudulent, illegal or unethical acts or omissions;\n\n 5.1.2 excessive use or abuse of alcohol;", "probability": 3.2051126967332936e-07 }, { "score": -2.722593307495117, "text": "The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.\n\n8. RENEWAL.\n\n 8.1 The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.\n\n9. NON-COMPETITION.\n\n 9.1 The Professional acknowledges that any use of her name, likeness, image or personal identification by any third party in connection with the making, use, sale, marketing, promotion or advertising of golf equipment, including but not limited to golf clubs and golf bags, would cause a likelihood of confusion with the Products of the Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement. The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 2.948949620832742e-07 }, { "score": -2.8598389625549316, "text": "With regard to such Information, whether or not labeled or specified as confidential, proprietary or trade secret, Recipient agrees:", "probability": 2.5707646688066806e-07 }, { "score": -3.0004143714904785, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 2.2336298157014526e-07 }, { "score": -3.0013365745544434, "text": "5.1 The Professional shall at all times during the Term refrain from:", "probability": 2.2315709049544672e-07 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.366325378417969, "probability": 0.37226426386507416 }, { "score": 12.28693962097168, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.34385437228337207 }, { "score": 10.663247108459473, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.06779752696533038 }, { "score": 10.328962326049805, "text": "The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 0.04853285233832024 }, { "score": 10.22186279296875, "text": "However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory.", "probability": 0.043603673585456706 }, { "score": 9.555890083312988, "text": "The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory.", "probability": 0.02240241339032765 }, { "score": 9.423360824584961, "text": "However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory. The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 0.01962176550334889 }, { "score": 9.143378257751465, "text": "However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory", "probability": 0.014830069878911846 }, { "score": 8.945744514465332, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.012170598995974094 }, { "score": 8.7573881149292, "text": "The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory. The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 0.010081143768599933 }, { "score": 8.6448974609375, "text": "The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement.", "probability": 0.009008567521193837 }, { "score": 8.477405548095703, "text": "The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory", "probability": 0.007619297382907645 }, { "score": 8.165189743041992, "text": "The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional.", "probability": 0.005575981487531165 }, { "score": 8.14432144165039, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.005460825954502024 }, { "score": 8.067625045776367, "text": "The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement.", "probability": 0.005057658636541834 }, { "score": 7.849906921386719, "text": "The options will expire five (5) years after each grant date. The Options shall not be assigned, transferred or alienated by the Professional. Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.\n\n 4.4 The Company will reimburse the Professional for her reasonable and necessary travel expenses in connection with her performance of the Services.\n\n 4.5 The Company shall be under no obligation to create, market, promote or sell the Products. There shall be no minimum amounts due from the Company hereunder except as specified in Section 4.1 above. The failure of the Company to create, market, promote or sell the Products or to reach any specific sales volume shall not result in any liability of the Company or create any right for the Professional to make a claim against the Company. The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional.", "probability": 0.0040681385323402194 }, { "score": 7.413591384887695, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term", "probability": 0.0026297005891302147 }, { "score": 7.40786600112915, "text": "The options will expire five (5) years after each grant date.", "probability": 0.0026146875627666125 }, { "score": 7.008853435516357, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products. As a condition precedent to, and a continuing precedent of, any obligations of the Company hereunder, the Professional hereby agrees to use the Products upon their creation and to provide an unqualified and unequivocal endorsement thereof during the Term at the request of the Company at any time or times during the Term in verbal, written or recorded forms. If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional.", "probability": 0.001754408996198268 }, { "score": 6.497464656829834, "text": "However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory. The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement. The Professional understands and agrees that the Company shall have no obligation to take action against or attempt to stop distributors, retailers and other third parties to this Agreement who have purchased Products bearing the name, likeness, image or personal", "probability": 0.001052052762172134 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Audit Rights": [ { "text": "", "score": 12.248157501220703, "probability": 0.9921335292767908 }, { "score": 6.807360649108887, "text": "The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 0.004301917494431274 }, { "score": 6.176680564880371, "text": "The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 0.002289608330018862 }, { "score": 5.443952560424805, "text": "The Professional has the right to enter into this Agreement;", "probability": 0.0011003769066844072 }, { "score": 2.555269241333008, "text": "The Professional has the right to enter into this", "probability": 6.123535528486383e-05 }, { "score": 2.373404026031494, "text": "The Professional represents and warrants that:\n\n 6.5.1 The Professional has the right to enter into this Agreement;", "probability": 5.105275491275938e-05 }, { "score": 1.076655387878418, "text": "The Professional has the right to enter into this Agreement", "probability": 1.395881027700073e-05 }, { "score": 0.4290086030960083, "text": "The Professional represents and warrants that:", "probability": 7.304306350185107e-06 }, { "score": 0.2868671417236328, "text": "The Professional acknowledges that she will have a right, pursuant to and under the\n\n -6- 7\n\n EXECUTION COPY\n\nconditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 6.336475023449199e-06 }, { "score": 0.14153194427490234, "text": "9.1 The Professional acknowledges that any use of her name, likeness, image or personal identification by any third party in connection with the making, use, sale, marketing, promotion or advertising of golf equipment, including but not limited to golf clubs and golf bags, would cause a likelihood of confusion with the Products of the Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement. The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 5.479355181288253e-06 }, { "score": -0.2633507251739502, "text": "acknowledges that she will have a right, pursuant to and under the", "probability": 3.6550316660989055e-06 }, { "score": -0.36292600631713867, "text": "The", "probability": 3.3086143481243825e-06 }, { "score": -0.37146854400634766, "text": "The", "probability": 3.280470765312749e-06 }, { "score": -0.40588903427124023, "text": "Professional acknowledges that she will have a right, pursuant to and under the", "probability": 3.1694765492738003e-06 }, { "score": -0.40630269050598145, "text": "8.1 The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.\n\n9. NON-COMPETITION.\n\n 9.1 The Professional acknowledges that any use of her name, likeness, image or personal identification by any third party in connection with the making, use, sale, marketing, promotion or advertising of golf equipment, including but not limited to golf clubs and golf bags, would cause a likelihood of confusion with the Products of the Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement. The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 3.1681657466678538e-06 }, { "score": -0.43703293800354004, "text": "The Professional acknowledges that any use of her name, likeness, image or personal identification by any third party in connection with the making, use, sale, marketing, promotion or advertising of golf equipment, including but not limited to golf clubs and golf bags, would cause a likelihood of confusion with the Products of the Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement. The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 3.0722879484433304e-06 }, { "score": -0.5152791738510132, "text": "The Professional represents and warrants that:\n\n 6.5.1 The Professional has the right to enter into this", "probability": 2.841057404094197e-06 }, { "score": -0.5213127136230469, "text": "As a condition precedent to, and a continuing precedent of, any obligations of the Company hereunder, the Professional hereby agrees to use the Products upon their creation and to provide an unqualified and unequivocal endorsement thereof during the Term at the request of the Company at any time or times during the Term in verbal, written or recorded forms.", "probability": 2.823967379767543e-06 }, { "score": -0.876819372177124, "text": "The", "probability": 1.9790879552767814e-06 }, { "score": -0.9161419868469238, "text": "she will have a right, pursuant to and under the", "probability": 1.902775282199818e-06 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.367707252502441, "probability": 0.9859332141273843 }, { "score": 7.53190803527832, "text": "The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 0.007828644673302907 }, { "score": 6.578963756561279, "text": "The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.", "probability": 0.0030187568942229054 }, { "score": 5.6070876121521, "text": "The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.\n\n 7.5 The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.", "probability": 0.001142214563781202 }, { "score": 5.007447242736816, "text": "The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein. The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 0.0006270861223210575 }, { "score": 4.842503070831299, "text": "The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 0.0005317320597959733 }, { "score": 4.391301155090332, "text": "The Professional agrees not to enter into any other agreement the performance of which would or could cause an infringement of the rights that the Professional grants to the Company under this Agreement.\n\n7. TERMINATION.\n\n 7.1 This Agreement shall terminate automatically if the Professional dies or becomes disabled, or suffers illness, mental or physical disability to the extent that she is unable to perform the obligations of the Professional under the terms of this Agreement.\n\n 7.2 Either the Company or the Professional may terminate this Agreement in the event of a non-curable breach of this Agreement by the other party.\n\n 7.3 In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.\n\n 7.4 The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein. The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 0.000338640068918397 }, { "score": 3.2184152603149414, "text": "contracts on behalf of the Company.", "probability": 0.00010479980434545161 }, { "score": 2.9752840995788574, "text": "The Professional represents and warrants that:", "probability": 8.218072160611842e-05 }, { "score": 2.8887929916381836, "text": "contracts on behalf of the Company.", "probability": 7.537153141489963e-05 }, { "score": 2.5326790809631348, "text": "The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein.", "probability": 5.2789680450699623e-05 }, { "score": 2.4298903942108154, "text": "In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.\n\n 7.4 The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein. The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 4.763305908904764e-05 }, { "score": 2.203089714050293, "text": "contracts on behalf of the Company. The Professional agrees that she will pay and hold the Company harmless from any and all costs, expenses, fees, dues, pension contributions, benefit contributions and fines associated with her present or future required membership in any trade association, union or professional organization, including but not limited to LPGA, PGA, USGA, SAG or AFTRA, that may be associated with her performance of this Agreement. The Professional represents that no agent or representative fees, charges, rights or claims exist in connection with her execution or performance of this Agreement, and the Professional shall hold harmless the Company from any such liability. Any costs incurred by the Company to comply with any rule, contract, order or other requirement of SAG, AFTRA or other union or professional organization having control or jurisdiction over the Professional or her performance of the services required by this Agreement shall be deducted from the sums due from the Company to the Professional. The Professional agrees that the compensation provided to her under Section 4 of this Agreement shall be deemed compensation for purposes of meeting any minimum pay requirements of any SAG or AFTRA agreement. If any of the above terms are deemed to violate any SAG or AFTRA agreement, the Company shall have the option to terminate this Agreement without liability.", "probability": 3.796734160240914e-05 }, { "score": 2.1189444065093994, "text": "The Professional shall at all times during the Term refrain from:", "probability": 3.490328850057783e-05 }, { "score": 2.0152249336242676, "text": "The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein. The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.\n\n 7.5 The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.", "probability": 3.1464551981956523e-05 }, { "score": 1.9165327548980713, "text": "The Professional agrees not to enter into any other agreement the performance of which would or could cause an infringement of the rights that the Professional grants to the Company under this Agreement.\n\n7. TERMINATION.\n\n 7.1 This Agreement shall terminate automatically if the Professional dies or becomes disabled, or suffers illness, mental or physical disability to the extent that she is unable to perform the obligations of the Professional under the terms of this Agreement.\n\n 7.2 Either the Company or the Professional may terminate this Agreement in the event of a non-curable breach of this Agreement by the other party.\n\n 7.3 In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.\n\n 7.4 The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein.", "probability": 2.8507562402593504e-05 }, { "score": 1.870492696762085, "text": "The Professional shall at all times during the Term", "probability": 2.7224827736551958e-05 }, { "score": 1.6011266708374023, "text": "Either the Company or the Professional may terminate this Agreement in the event of a non-curable breach of this Agreement by the other party.\n\n 7.3 In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.\n\n 7.4 The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein. The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 2.0796055212485803e-05 }, { "score": 1.4858407974243164, "text": "contracts on behalf of the Company. The Professional agrees that she will pay and hold the Company harmless from any and all costs, expenses, fees, dues, pension contributions, benefit contributions and fines associated with her present or future required membership in any trade association, union or professional organization, including but not limited to LPGA, PGA, USGA, SAG or AFTRA, that may be associated with her performance of this Agreement. The Professional represents that no agent or representative fees, charges, rights or claims exist in connection with her execution or performance of this Agreement, and the Professional shall hold harmless the Company from any such liability.", "probability": 1.8531601093865562e-05 }, { "score": 1.4309308528900146, "text": "If any of the above terms are deemed to violate any SAG or AFTRA agreement, the Company shall have the option to terminate this Agreement without liability.", "probability": 1.7541464836798807e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.242340087890625, "probability": 0.8155495230557708 }, { "score": 10.635688781738281, "text": "The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 0.16356506157305387 }, { "score": 8.318119049072266, "text": "The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.\n\n 7.5 The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.", "probability": 0.016113237008457758 }, { "score": 6.1842732429504395, "text": "The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.", "probability": 0.0019075034684680552 }, { "score": 5.024408340454102, "text": "contracts on behalf of the Company.", "probability": 0.0005980567678693395 }, { "score": 4.80242395401001, "text": "The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein. The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 0.00047900033297097386 }, { "score": 4.580235004425049, "text": "The failure of the Company to create, market, promote or sell the Products or to reach any specific sales volume shall not result in any liability of the Company or create any right for the Professional to make a claim against the Company. The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional.\n\n5. PROFESSIONAL'S CONDUCT.\n\n 5.1 The Professional shall at all times during the Term", "probability": 0.0003835662446676737 }, { "score": 4.547271728515625, "text": "In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.\n\n 7.4 The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein. The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 0.00037112876098870925 }, { "score": 4.1298017501831055, "text": "The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date", "probability": 0.0002444666964310684 }, { "score": 3.421640396118164, "text": "The Professional shall at all times during the Term", "probability": 0.00012041182407509661 }, { "score": 3.329962968826294, "text": "The Professional shall at all times during the Term refrain from:", "probability": 0.000109863678113971 }, { "score": 3.1698081493377686, "text": "The", "probability": 9.360515791325961e-05 }, { "score": 3.008906364440918, "text": "The Professional agrees that the compensation provided to her under Section 4 of this Agreement shall be deemed compensation for purposes of meeting any minimum pay requirements of any SAG or AFTRA agreement.", "probability": 7.969315543341618e-05 }, { "score": 2.9269795417785645, "text": "The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional.\n\n5. PROFESSIONAL'S CONDUCT.\n\n 5.1 The Professional shall at all times during the Term", "probability": 7.342444220944865e-05 }, { "score": 2.8201041221618652, "text": "The failure of the Company to create, market, promote or sell the Products or to reach any specific sales volume shall not result in any liability of the Company or create any right for the Professional to make a claim against the Company.", "probability": 6.598196589677724e-05 }, { "score": 2.7969491481781006, "text": "The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.\n\n 7.5 The", "probability": 6.447170766490482e-05 }, { "score": 2.6524722576141357, "text": "The failure of the Company to create, market, promote or sell the Products or to reach any specific sales volume shall not result in any liability of the Company or create any right for the Professional to make a claim against the Company. The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional.\n\n5. PROFESSIONAL'S CONDUCT.\n\n 5.1 The Professional shall at all times during the Term refrain from:", "probability": 5.579864556994015e-05 }, { "score": 2.484853982925415, "text": "The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein. The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.\n\n 7.5 The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.", "probability": 4.718760826969913e-05 }, { "score": 2.355379581451416, "text": "Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 4.145700723426185e-05 }, { "score": 2.2297019958496094, "text": "In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.\n\n 7.4 The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein. The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.\n\n 7.5 The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.", "probability": 3.6560898941094633e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Liquidated Damages": [ { "score": 12.529390335083008, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.567158654698402 }, { "text": "", "score": 12.180553436279297, "probability": 0.4001350759850649 }, { "score": 9.175339698791504, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term.", "probability": 0.019817956934377823 }, { "score": 7.161749839782715, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits.", "probability": 0.002645866427673749 }, { "score": 7.127270698547363, "text": "During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.002556194022636994 }, { "score": 6.988595962524414, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004", "probability": 0.002225195342866744 }, { "score": 6.615847587585449, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term. The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000.", "probability": 0.0015328003113698279 }, { "score": 6.049715995788574, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term. The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000. The Professional acknowledges that the Company is under no obligation to create or maintain the Products. The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.\n\n 4.2 If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits.", "probability": 0.0008701973443895254 }, { "score": 5.924132823944092, "text": "The Professional acknowledges and agrees that a breach of the covenants contained in Section 9 of this Agreement would actually or potentially deprive the Company of a substantial amount of sales and business value and that the amount of injury would be impossible or difficult to ascertain fully.", "probability": 0.0007674987468667807 }, { "score": 5.392756938934326, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term", "probability": 0.0004511324430556793 }, { "score": 4.881138801574707, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n 4.3 If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph. On each March 31, June 30, September 30, and December 31 during the Term that the Company elects to continue the marketing and sale of the Products, the Company will grant to the Professional a number of Options (the \"Quarterly Grant Number\").", "probability": 0.0002704650336586486 }, { "score": 4.868938446044922, "text": "The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term.", "probability": 0.0002671853116586126 }, { "score": 4.76850700378418, "text": "If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional.\n\n4. COMPENSATION FOR ENDORSEMENT SERVICES.\n\n 4.1 The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term.", "probability": 0.00024165498487096262 }, { "score": 4.702219009399414, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits", "probability": 0.00022615554893979647 }, { "score": 4.652618885040283, "text": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter.", "probability": 0.00021521185343951113 }, { "score": 4.41627311706543, "text": "If", "probability": 0.00016991140256812274 }, { "score": 4.293662071228027, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n 4.3 If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "probability": 0.00015030492950573218 }, { "score": 3.909014940261841, "text": "The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000.", "probability": 0.00010231118098547506 }, { "score": 3.8804941177368164, "text": "The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000. The Professional acknowledges that the Company is under no obligation to create or maintain the Products. The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.\n\n 4.2 If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits.", "probability": 9.943440101972388e-05 }, { "score": 3.853571653366089, "text": "The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.", "probability": 9.679309664950358e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.91435718536377, "probability": 0.9706339262729109 }, { "score": 7.738165855407715, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 0.014905914199265662 }, { "score": 7.238019943237305, "text": "The Professional shall at all times during the Term", "probability": 0.009039574892675747 }, { "score": 5.679017543792725, "text": "The Professional shall at all times during the Term", "probability": 0.0019014366817148602 }, { "score": 5.1136345863342285, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products", "probability": 0.0010802870482615543 }, { "score": 5.036509037017822, "text": "The Professional shall at all times during the Term refrain from:", "probability": 0.0010001012470575352 }, { "score": 3.5630972385406494, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "probability": 0.0002291655624445811 }, { "score": 3.4603147506713867, "text": "The options will expire five (5) years after each grant date. The Options shall not be assigned, transferred or alienated by the Professional. Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.\n\n 4.4 The Company will reimburse the Professional for her reasonable and necessary travel expenses in connection with her performance of the Services.\n\n 4.5 The Company shall be under no obligation to create, market, promote or sell the Products. There shall be no minimum amounts due from the Company hereunder except as specified in Section 4.1 above. The failure of the Company to create, market, promote or sell the Products or to reach any specific sales volume shall not result in any liability of the Company or create any right for the Professional to make a claim against the Company. The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional.\n\n5. PROFESSIONAL'S CONDUCT.\n\n 5.1 The Professional shall at all times during the Term", "probability": 0.0002067814078477198 }, { "score": 3.17250919342041, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.0001550669062976866 }, { "score": 3.1508560180664062, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "probability": 0.00015174530675214452 }, { "score": 3.050323247909546, "text": "All Information, including any copies thereof, in any media, in the possession or control of Recipient and Information embodied or included in any software or data files loaded or stored on computers in the possession or control of Recipient, its agents or employees, shall be removed and returned to the Company upon demand, but no later than the completion of work for the Company.", "probability": 0.00013723169912715575 }, { "score": 2.912973642349243, "text": "The Professional shall at all times during the Term refrain from:\n\n 5.1.1 dishonest, fraudulent, illegal or unethical acts or omissions;\n\n 5.1.2 excessive use or abuse of alcohol;", "probability": 0.00011962012854725522 }, { "score": 2.7614238262176514, "text": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products. As a condition precedent to, and a continuing precedent of, any obligations of the Company hereunder, the Professional hereby agrees to use the Products upon their creation and to provide an unqualified and unequivocal endorsement thereof during the Term at the request of the Company at any time or times during the Term in verbal, written or recorded forms.", "probability": 0.00010279855639932736 }, { "score": 2.7330188751220703, "text": "The Professional shall at all times during the Term refrain from:\n\n 5.1.1 dishonest, fraudulent, illegal or unethical acts or omissions;\n\n 5.1.2 excessive use or abuse of alcohol;\n\n 5.1.3 use of controlled substances, except as prescribed by a licensed medical professional in the treatment of illness or disease;", "probability": 9.991964960130434e-05 }, { "score": 2.2263083457946777, "text": "3.1 The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "probability": 6.019900534628938e-05 }, { "score": 1.8097405433654785, "text": "The", "probability": 3.9689553905450795e-05 }, { "score": 1.7980862855911255, "text": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 3.9229686524772415e-05 }, { "score": 1.6795780658721924, "text": "The Professional shall at all times during the Term refrain", "probability": 3.484555386144041e-05 }, { "score": 1.5805139541625977, "text": "The Professional shall at all times during the Term refrain from:\n\n 5.1.1 dishonest, fraudulent, illegal or unethical acts or omissions;", "probability": 3.155908294542037e-05 }, { "score": 1.5596532821655273, "text": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder", "probability": 3.090755851299992e-05 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Insurance": [ { "score": 13.390612602233887, "text": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement.", "probability": 0.2766462869972665 }, { "score": 13.342382431030273, "text": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement.", "probability": 0.2636202384353819 }, { "score": 13.11941146850586, "text": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same.", "probability": 0.21093259220779084 }, { "score": 12.53915023803711, "text": "The Company may require the Professional to provide insurance certificates evidencing the same.", "probability": 0.11806996633092 }, { "text": "", "score": 12.213922500610352, "probability": 0.08528935452765246 }, { "score": 10.476799011230469, "text": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement", "probability": 0.015013145094142092 }, { "score": 10.231876373291016, "text": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement", "probability": 0.011751765904128466 }, { "score": 9.540018081665039, "text": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same.", "probability": 0.005883461195286255 }, { "score": 8.603230476379395, "text": "The Company may require the Professional to provide insurance certificates evidencing the same.", "probability": 0.002305638448128334 }, { "score": 8.585419654846191, "text": "The Professional agrees to maintain at all times during the Term", "probability": 0.0022649366751795385 }, { "score": 8.305745124816895, "text": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same", "probability": 0.0017123595454526892 }, { "score": 7.9856977462768555, "text": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same.\n\n 6.5 The Professional represents and warrants that:", "probability": 0.001243369324635549 }, { "score": 7.911508083343506, "text": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same", "probability": 0.0011544629171907756 }, { "score": 7.7254838943481445, "text": "The Company may require the Professional to provide insurance certificates evidencing the same", "probability": 0.000958496891172046 }, { "score": 7.4054365158081055, "text": "The Company may require the Professional to provide insurance certificates evidencing the same.\n\n 6.5 The Professional represents and warrants that:", "probability": 0.0006959786193306722 }, { "score": 7.381572246551514, "text": "6.4 The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement.", "probability": 0.0006795662121172561 }, { "score": 7.110371112823486, "text": "6.4 The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same.", "probability": 0.0005181441770087397 }, { "score": 6.9747209548950195, "text": "The Company may require the Professional to provide insurance certificates evidencing the same", "probability": 0.00045241657413821654 }, { "score": 6.89061164855957, "text": "6.4 The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement.", "probability": 0.00041592047381054957 }, { "score": 6.831122875213623, "text": "The Professional agrees to maintain at all times during the Term", "probability": 0.0003918994492672438 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.152397155761719, "probability": 0.7845341890879162 }, { "score": 10.090524673461914, "text": "The Professional agrees not to enter into any other agreement the performance of which would or could cause an infringement of the rights that the Professional grants to the Company under this Agreement.", "probability": 0.09980493885922542 }, { "score": 9.550048828125, "text": "The Professional agrees not to enter into any other agreement the performance of which would or could cause an infringement of the rights that the Professional grants to the Company under this Agreement.", "probability": 0.058133484568364896 }, { "score": 8.261415481567383, "text": "The Professional understands and agrees that the Company shall have no obligation to take action against or attempt to stop distributors, retailers and other third parties to this Agreement who have purchased Products bearing the name, likeness, image or personal", "probability": 0.01602433457503514 }, { "score": 8.072474479675293, "text": "The Professional understands and agrees that the Company shall have no obligation to take action against or attempt to stop distributors, retailers and other third parties to this Agreement who have purchased Products bearing the name, likeness, image or personal", "probability": 0.013265510556912611 }, { "score": 7.389924049377441, "text": "To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "probability": 0.006703414648339468 }, { "score": 6.879708290100098, "text": "The Professional understands and agrees that the Company shall have no obligation to take action against or attempt to stop distributors, retailers and other third parties to this Agreement who have purchased Products bearing the name, likeness, image or personal\n\n -2- 3\n\n EXECUTION COPY\n\nidentification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.", "probability": 0.004024502441853519 }, { "score": 6.832402229309082, "text": "The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.", "probability": 0.003838552051263869 }, { "score": 6.405025482177734, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.", "probability": 0.002503571915543202 }, { "score": 5.919558048248291, "text": "The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.", "probability": 0.001540721856280442 }, { "score": 5.78504753112793, "text": "To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.\n\n 9.2 The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "probability": 0.00134681228155425 }, { "score": 5.719405174255371, "text": "Neither the Professional's grant of rights to the Company under this Agreement nor the Company's exercise of such rights will cause the infringement of any rights of third parties.\n\n 6.6 The Professional agrees not to enter into any other agreement the performance of which would or could cause an infringement of the rights that the Professional grants to the Company under this Agreement.", "probability": 0.001261243539601579 }, { "score": 5.700464725494385, "text": "The failure of the Company to create, market, promote or sell the Products or to reach any specific sales volume shall not result in any liability of the Company or create any right for the Professional to make a claim against the Company.", "probability": 0.001237579829036932 }, { "score": 5.537540435791016, "text": "The Professional represents and warrants that:", "probability": 0.0010515165253238608 }, { "score": 5.424775123596191, "text": "The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.", "probability": 0.0009393831146094722 }, { "score": 5.412986755371094, "text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "probability": 0.0009283743358056647 }, { "score": 5.412014961242676, "text": "Neither the Professional's grant of rights to the Company under this Agreement nor the Company's exercise of such rights will cause the infringement of any rights of third parties.\n\n 6.6 The Professional agrees not to enter into any other agreement the performance of which would or could cause an infringement of the rights that the Professional grants to the Company under this Agreement.", "probability": 0.0009274725853060417 }, { "score": 5.092746257781982, "text": "contracts on behalf of the Company.", "probability": 0.0006739760208884257 }, { "score": 5.038647651672363, "text": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "probability": 0.0006384835597179991 }, { "score": 5.012391567230225, "text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "probability": 0.0006219376474212245 } ], "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.148575782775879, "probability": 0.9007040668498792 }, { "score": 9.698587417602539, "text": "contracts on behalf of the Company.", "probability": 0.07772588862502519 }, { "score": 8.13326358795166, "text": "contracts on behalf of the Company.", "probability": 0.01624628974246824 }, { "score": 6.277318954467773, "text": "contracts on behalf of the Company", "probability": 0.002539379921114944 }, { "score": 5.661612033843994, "text": "contracts on behalf of the Company", "probability": 0.0013719224509264616 }, { "score": 4.015311241149902, "text": "contracts on behalf of the Company. The Professional agrees that she will pay and hold the Company harmless from any and all costs, expenses, fees, dues, pension contributions, benefit contributions and fines associated with her present or future required membership in any trade association, union or professional organization, including but not limited to LPGA, PGA, USGA, SAG or AFTRA, that may be associated with her performance of this Agreement. The Professional represents that no agent or representative fees, charges, rights or claims exist in connection with her execution or performance of this Agreement, and the Professional shall hold harmless the Company from any such liability. Any costs incurred by the Company to comply with any rule, contract, order or other requirement of SAG, AFTRA or other union or professional organization having control or jurisdiction over the Professional or her performance of the services required by this Agreement shall be deducted from the sums due from the Company to the Professional. The Professional agrees that the compensation provided to her under Section 4 of this Agreement shall be deemed compensation for purposes of meeting any minimum pay requirements of any SAG or AFTRA agreement.", "probability": 0.0002644540444853114 }, { "score": 3.728447675704956, "text": "Neither the Professional's grant of rights to the Company under this Agreement nor the Company's exercise of such rights will cause the infringement of any rights of third parties.", "probability": 0.00019850294293790113 }, { "score": 3.6569161415100098, "text": "The Professional acknowledges that any use of her name, likeness, image or personal identification by any third party in connection with the making, use, sale, marketing, promotion or advertising of golf equipment, including but not limited to golf clubs and golf bags, would cause a likelihood of confusion with the Products of the Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement. The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 0.00018479967336600142 }, { "score": 3.595745086669922, "text": "The Professional acknowledges that she will have a right, pursuant to and under the", "probability": 0.00017383408970001764 }, { "score": 2.8432531356811523, "text": "identification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.", "probability": 8.190904185106481e-05 }, { "score": 2.8015573024749756, "text": "contracts on behalf of the Company. The Professional agrees that she will pay and hold the Company harmless from any and all costs, expenses, fees, dues, pension contributions, benefit contributions and fines associated with her present or future required membership in any trade association, union or professional organization, including but not limited to LPGA, PGA, USGA, SAG or AFTRA, that may be associated with her performance of this Agreement.", "probability": 7.856399791208635e-05 }, { "score": 2.721745252609253, "text": "contract", "probability": 7.253734283233816e-05 }, { "score": 2.602841377258301, "text": "The Professional represents and warrants that:", "probability": 6.440540946293337e-05 }, { "score": 2.5715062618255615, "text": "contracts on behalf of the Company. The Professional agrees that she will pay and hold the Company harmless from any and all costs, expenses, fees, dues, pension contributions, benefit contributions and fines associated with her present or future required membership in any trade association, union or professional organization, including but not limited to LPGA, PGA, USGA, SAG or AFTRA, that may be associated with her performance of this Agreement.", "probability": 6.241855032350423e-05 }, { "score": 2.523939609527588, "text": "contracts", "probability": 5.9519016094843256e-05 }, { "score": 2.154277801513672, "text": "on behalf of the Company.", "probability": 4.11257337844647e-05 }, { "score": 2.1306190490722656, "text": "The Professional understands and agrees that the Company shall have no obligation to take action against or attempt to stop distributors, retailers and other third parties to this Agreement who have purchased Products bearing the name, likeness, image or personal", "probability": 4.016416978367185e-05 }, { "score": 1.987398386001587, "text": "\ncontracts on behalf of the Company.", "probability": 3.4804776607503594e-05 }, { "score": 1.7662830352783203, "text": "The Professional acknowledges that any use of her name, likeness, image or personal identification by any third party in connection with the making, use, sale, marketing, promotion or advertising of golf equipment, including but not limited to golf clubs and golf bags, would cause a likelihood of confusion with the Products of the Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement.", "probability": 2.790035144866539e-05 }, { "score": 1.752312183380127, "text": "contracts on behalf of the Company. The Professional agrees that she will pay and hold the Company harmless from any and all costs, expenses, fees, dues, pension contributions, benefit contributions and fines associated with her present or future required membership in any trade association, union or professional organization, including but not limited to LPGA, PGA, USGA, SAG or AFTRA, that may be associated with her performance of this Agreement. The Professional represents that no agent or representative fees, charges, rights or claims exist in connection with her execution or performance of this Agreement, and the Professional shall hold harmless the Company from any such liability. Any costs incurred by the Company to comply with any rule, contract, order or other requirement of SAG, AFTRA or other union or professional organization having control or jurisdiction over the Professional or her performance of the services required by this Agreement shall be deducted from the sums due from the Company to the Professional. The Professional agrees that the compensation provided to her under Section 4 of this Agreement shall be deemed compensation for purposes of meeting any minimum pay requirements of any SAG or AFTRA agreement. If any of the above terms are deemed to violate any SAG or AFTRA agreement, the Company shall have the option to terminate this Agreement without liability.", "probability": 2.7513269995506898e-05 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Document Name": [ { "score": 12.777250289916992, "text": "ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT", "probability": 0.3205703684662575 }, { "score": 11.598559379577637, "text": "PartnerConnectTM EVM Distribution Agreement", "probability": 0.09863349406446602 }, { "score": 11.55569839477539, "text": "EVM Distribution Agreement", "probability": 0.09449528277385348 }, { "score": 10.971792221069336, "text": "EVM Distribution Agreement", "probability": 0.05270149070716402 }, { "score": 10.931560516357422, "text": "PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement", "probability": 0.05062330468178656 }, { "score": 10.888700485229492, "text": "EVM Distribution Agreement, (as amended) (\"Distribution Agreement", "probability": 0.04849942809270228 }, { "text": "", "score": 10.880200386047363, "probability": 0.04808892527260424 }, { "score": 10.867591857910156, "text": "PartnerConnectTM EVM Distribution Agreement", "probability": 0.04748640115850672 }, { "score": 10.58517074584961, "text": "ZEBRA\u00ae PARTNERCONNECT PROGRAM\n\nADDENDUM TO\n\nZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT", "probability": 0.035802662659012975 }, { "score": 10.541114807128906, "text": "PARTNERCONNECT DISTRIBUTOR AGREEMENT", "probability": 0.034259583228754775 }, { "score": 10.49497127532959, "text": "EVM Distribution Agreement, (as amended) (\"Distribution Agreement", "probability": 0.03271464366195778 }, { "score": 10.390771865844727, "text": "PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement", "probability": 0.029477385807847128 }, { "score": 9.966001510620117, "text": "ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT\n\nTHIS ADDENDUM", "probability": 0.019275850275859208 }, { "score": 9.96047592163086, "text": "PartnerConnectTM", "probability": 0.019169633574984492 }, { "score": 9.762378692626953, "text": "ADDENDUM TO\n\nZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT", "probability": 0.015724660513208814 }, { "score": 9.631454467773438, "text": "Distribution Agreement", "probability": 0.013794996976764869 }, { "score": 9.410553932189941, "text": "PartnerConnectTM EVM Distribution Agreement,", "probability": 0.011060779280071108 }, { "score": 9.367693901062012, "text": "EVM Distribution Agreement,", "probability": 0.010596729563885285 }, { "score": 9.154633522033691, "text": "Distribution Agreement, (as amended) (\"Distribution Agreement", "probability": 0.008563294972438035 }, { "score": 9.14262580871582, "text": "ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT\n\nTHIS ADDENDUM (\"", "probability": 0.008461084267874617 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Parties": [ { "score": 11.942548751831055, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 0.09847287382359611 }, { "score": 11.744829177856445, "text": "Zebra Technologies International, LLC", "probability": 0.08080683419908508 }, { "text": "", "score": 11.634408950805664, "probability": 0.07235910679687052 }, { "score": 11.425911903381348, "text": "Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\");\n\nZebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda.,", "probability": 0.05874137120593956 }, { "score": 11.366907119750977, "text": "ScanSource, Inc.,", "probability": 0.055375623368261816 }, { "score": 11.3660888671875, "text": "Xplore", "probability": 0.055330330655452904 }, { "score": 11.349231719970703, "text": "Xplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc.,", "probability": 0.054405436565607444 }, { "score": 11.294530868530273, "text": "Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\");\n\nZebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\")\n\nXplore", "probability": 0.05150934431887803 }, { "score": 11.260159492492676, "text": "Xplore Technologies Corporation of America", "probability": 0.049768978002845715 }, { "score": 11.206758499145508, "text": "Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 0.047180980926350057 }, { "score": 11.188600540161133, "text": "Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\");\n\nZebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\")\n\nXplore Technologies Corporation of America", "probability": 0.04633200180030656 }, { "score": 11.033828735351562, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc.,", "probability": 0.039688485233154755 }, { "score": 11.017087936401367, "text": "Distributor", "probability": 0.03902959881169529 }, { "score": 10.995473861694336, "text": "ScanSource", "probability": 0.038195061511822635 }, { "score": 10.98719596862793, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda.,", "probability": 0.03788019190343262 }, { "score": 10.977799415588379, "text": "Xplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource", "probability": 0.03752591576506271 }, { "score": 10.970808029174805, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 0.03726447257753367 }, { "score": 10.880769729614258, "text": "Zebra", "probability": 0.03405585924187167 }, { "score": 10.855814933776855, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\")\n\nXplore", "probability": 0.03321651857220853 }, { "score": 10.845054626464844, "text": "Xplore", "probability": 0.03286101472002435 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Agreement Date": [ { "score": 15.262813568115234, "text": "4th day of February 2019", "probability": 0.5436310737449058 }, { "score": 14.487871170043945, "text": "22/02/19", "probability": 0.25046731812789386 }, { "score": 13.230051040649414, "text": "May 7, 2019", "probability": 0.07120110344092012 }, { "score": 12.454207420349121, "text": "May 7, 2019 Date: 1/29/2019", "probability": 0.03277495628189966 }, { "score": 12.164763450622559, "text": "May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019", "probability": 0.02453794576292661 }, { "score": 11.547657012939453, "text": "1/29/2019", "probability": 0.013238301917966646 }, { "score": 11.25821304321289, "text": "1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019", "probability": 0.00991124844415765 }, { "score": 11.241572380065918, "text": "4th day of February 2019 (\"", "probability": 0.00974768338734432 }, { "text": "", "score": 10.969467163085938, "probability": 0.007425532791163817 }, { "score": 10.927988052368164, "text": "May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019 Date: 2/7/2019", "probability": 0.0071238287578745 }, { "score": 10.921905517578125, "text": "the 4th day of February 2019", "probability": 0.007080629335798453 }, { "score": 10.597915649414062, "text": "May 8, 2019", "probability": 0.005121118769390391 }, { "score": 10.33957290649414, "text": "May 7, 2019", "probability": 0.003955196096484997 }, { "score": 10.12256908416748, "text": "22/02/19", "probability": 0.0031836437035894696 }, { "score": 10.021437644958496, "text": "1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019 Date: 2/7/2019", "probability": 0.002877422477622595 }, { "score": 9.702150344848633, "text": "May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019 Date: 2/7/2019\n\nXPLORE TECHNOLOGIES CORPORATION OF AMERICA SCANSOURCE DE MEXICO S. DE R.L. DE C.V.\n\nBy: /s/ Alex Castaneda By: /s/ Victor Perez Name: Alex Castaneda Name: Victor Perez Title: VP NA Territory and Channel Sales Title: Country Manager Date: May 7, 2019 Date: 26/2/19\n\nSCANSOURCE BRASIL DISTRIBUIDORA DE TECHNOLOGIAS LTDA. By: /s/ Paulo Roberto Ferreira Name: Paulo Roberto Ferreira Title: Executive Director Date: 22/02/19", "probability": 0.0020909272340820144 }, { "score": 9.439315795898438, "text": "May 7, 2019 Date: 1/29/2019", "probability": 0.0016076493343351447 }, { "score": 9.361141204833984, "text": "May 8, 2019 Date: 2/7/2019", "probability": 0.0014867588471456615 }, { "score": 9.30699348449707, "text": "4th day of February", "probability": 0.0014083950024598676 }, { "score": 9.086111068725586, "text": "26/2/19\n\nSCANSOURCE BRASIL DISTRIBUIDORA DE TECHNOLOGIAS LTDA. By: /s/ Paulo Roberto Ferreira Name: Paulo Roberto Ferreira Title: Executive Director Date: 22/02/19", "probability": 0.0011292665420382182 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Effective Date": [ { "score": 15.588285446166992, "text": "4th day of February 2019", "probability": 0.42628834902755175 }, { "score": 14.768455505371094, "text": "22/02/19", "probability": 0.18778281433958796 }, { "score": 13.93206787109375, "text": "May 7, 2019", "probability": 0.08136119324511538 }, { "score": 13.840322494506836, "text": "May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019", "probability": 0.07422886133198608 }, { "score": 13.578771591186523, "text": "May 7, 2019 Date: 1/29/2019", "probability": 0.057145585202875826 }, { "score": 13.440437316894531, "text": "May 8, 2019", "probability": 0.04976280730155441 }, { "score": 12.5903902053833, "text": "1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019", "probability": 0.021268364887957327 }, { "score": 12.328838348388672, "text": "1/29/2019", "probability": 0.01637357729773237 }, { "score": 12.28626823425293, "text": "May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019 Date: 2/7/2019", "probability": 0.015691180156511726 }, { "score": 11.9751615524292, "text": "4th day of February 2019 (\"", "probability": 0.011495918958421806 }, { "score": 11.886382102966309, "text": "May 8, 2019 Date: 2/7/2019", "probability": 0.010519310357007896 }, { "score": 11.677751541137695, "text": "May 7, 2019", "probability": 0.008538472160859073 }, { "score": 11.611377716064453, "text": "May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019 Date: 2/7/2019\n\nXPLORE TECHNOLOGIES CORPORATION OF AMERICA SCANSOURCE DE MEXICO S. DE R.L. DE C.V.\n\nBy: /s/ Alex Castaneda By: /s/ Victor Perez Name: Alex Castaneda Name: Victor Perez Title: VP NA Territory and Channel Sales Title: Country Manager Date: May 7, 2019 Date: 26/2/19", "probability": 0.007990139850698666 }, { "score": 11.522592544555664, "text": "26/2/19", "probability": 0.007311314584632308 }, { "text": "", "score": 11.441617965698242, "probability": 0.006742619589030154 }, { "score": 11.036334991455078, "text": "1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019 Date: 2/7/2019", "probability": 0.00449589850682568 }, { "score": 10.89422607421875, "text": "May 7, 2019 Date: 26/2/19", "probability": 0.003900312277155724 }, { "score": 10.708891868591309, "text": "May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019 Date: 2/7/2019", "probability": 0.0032404830732360073 }, { "score": 10.700828552246094, "text": "May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019 Date: 2/7/2019\n\nXPLORE TECHNOLOGIES CORPORATION OF AMERICA SCANSOURCE DE MEXICO S. DE R.L. DE C.V.\n\nBy: /s/ Alex Castaneda By: /s/ Victor Perez Name: Alex Castaneda Name: Victor Perez Title: VP NA Territory and Channel Sales Title: Country Manager Date: May 7, 2019", "probability": 0.003214459093894277 }, { "score": 10.507102012634277, "text": "May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019", "probability": 0.002648338757365526 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Expiration Date": [ { "text": "", "score": 11.675945281982422, "probability": 0.966039681877631 }, { "score": 8.071807861328125, "text": "The Addendum shall not have an Initial Period.", "probability": 0.026286815225694756 }, { "score": 6.614203453063965, "text": "May 7, 2019", "probability": 0.006119394067221581 }, { "score": 4.083527565002441, "text": "The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales Title: Vice President, Supplier Services Date: May 7, 2019", "probability": 0.0004871355757253847 }, { "score": 3.8336663246154785, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.", "probability": 0.00037943421432893465 }, { "score": 3.5498123168945312, "text": "The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales Title: Vice President, Supplier Services Date: May 7, 2019 Date: 1/29/2019", "probability": 0.0002856671225572264 }, { "score": 3.472224235534668, "text": "The Addendum shall not have an Initial Period", "probability": 0.00026434079067432235 }, { "score": 0.939964771270752, "text": "The", "probability": 2.1009604287323483e-05 }, { "score": 0.6382803916931152, "text": "May 7, 2019 Date: 26/2/19", "probability": 1.553810354684634e-05 }, { "score": 0.49288272857666016, "text": "Addendum shall not have an Initial Period.", "probability": 1.3435462110495651e-05 }, { "score": 0.4768991470336914, "text": "Date: May 7, 2019", "probability": 1.3222422410498459e-05 }, { "score": 0.323483943939209, "text": ".", "probability": 1.1341843518501772e-05 }, { "score": 0.20190763473510742, "text": "7, 2019", "probability": 1.0043468710121542e-05 }, { "score": 0.19347047805786133, "text": "not have an Initial Period.", "probability": 9.959086863027417e-06 }, { "score": 0.1079246997833252, "text": "Initial Period.", "probability": 9.142552456695438e-06 }, { "score": -0.12470269203186035, "text": "shall not have an Initial Period.", "probability": 7.245004644860095e-06 }, { "score": -0.1368880271911621, "text": "Term and Termination. This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.", "probability": 7.157257534743843e-06 }, { "score": -0.15461409091949463, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales Title: Vice President, Supplier Services Date: May 7, 2019", "probability": 7.031505369741643e-06 }, { "score": -0.2505221366882324, "text": "7. Term and Termination. This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.", "probability": 6.388457025850701e-06 }, { "score": -0.3105328679084778, "text": "Commencing on the Effective Date hereof, Xplore Products will be considered for all intents and purposes of the Distributor Agreement as Products and the purchase and sale thereof will be conducted in accordance with, and be subject to the terms and conditions of the Distributor Agreement, unless otherwise set out in this section:", "probability": 6.016357688067456e-06 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Renewal Term": [ { "text": "", "score": 11.439374923706055, "probability": 0.9999669095033805 }, { "score": -0.050313252955675125, "text": "Collectively \"Distributor')", "probability": 1.0234755091101015e-05 }, { "score": -0.14571735262870789, "text": "(Collectively \"Distributor')", "probability": 9.303448990350254e-06 }, { "score": -0.4264945983886719, "text": "Distributor')", "probability": 7.025932487362423e-06 }, { "score": -2.003384590148926, "text": "Collectively \"Distributor", "probability": 1.4516748416471818e-06 }, { "score": -2.0987884998321533, "text": "(Collectively \"Distributor", "probability": 1.3195807115605103e-06 }, { "score": -2.379565715789795, "text": "Distributor", "probability": 9.965428172898059e-07 }, { "score": -3.124868392944336, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 4.729498839346407e-07 }, { "score": -3.3857600688934326, "text": "\"Distributor')", "probability": 3.6434373658094193e-07 }, { "score": -3.7712297439575195, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 2.478015138256462e-07 }, { "score": -3.819636821746826, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.360918679961586e-07 }, { "score": -3.84725284576416, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 2.2966115337471473e-07 }, { "score": -3.915040969848633, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.1460880353417406e-07 }, { "score": -3.946096420288086, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.0804645620617893e-07 }, { "score": -4.195817947387695, "text": "Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.620718693486091e-07 }, { "score": -4.2602386474609375, "text": "(Collectively \"Distributor')", "probability": 1.5196028058161496e-07 }, { "score": -4.322473049163818, "text": "')", "probability": 1.4279139272193843e-07 }, { "score": -4.531102180480957, "text": "The Addendum shall not have an Initial Period.", "probability": 1.159032326548147e-07 }, { "score": -4.557629108428955, "text": "ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.1286909702100915e-07 }, { "score": -4.684078216552734, "text": "ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 9.946239227618785e-08 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.746458053588867, "probability": 0.9986636701421384 }, { "score": 5.08115291595459, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 0.0012726647337032444 }, { "score": 1.788611650466919, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement", "probability": 4.7291327668536196e-05 }, { "score": -0.1622781753540039, "text": "This", "probability": 6.722345359524083e-06 }, { "score": -1.904301643371582, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.", "probability": 1.1775236568632341e-06 }, { "score": -1.9645662307739258, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.", "probability": 1.1086566420991934e-06 }, { "score": -2.120075225830078, "text": "This Addendum may be terminated at any time by either Party", "probability": 9.489872221565876e-07 }, { "score": -2.231473445892334, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales Title: Vice President, Supplier Services Date: May 7, 2019", "probability": 8.489473021772924e-07 }, { "score": -2.392791748046875, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales Title: Vice President, Supplier Services Date:", "probability": 7.224721061003982e-07 }, { "score": -2.5460939407348633, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.", "probability": 6.197874638822577e-07 }, { "score": -2.577462673187256, "text": "by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 6.00647287747045e-07 }, { "score": -2.711705207824707, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC.,", "probability": 5.251927573115501e-07 }, { "score": -2.712385654449463, "text": "This Addendum may be terminated at any time by", "probability": 5.248355132290402e-07 }, { "score": -2.9097917079925537, "text": "(Collectively \"Distributor')", "probability": 4.308150379998453e-07 }, { "score": -2.9795045852661133, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales Title: Vice President, Supplier Services Date: May 7, 2019 Date: 1/29/2019", "probability": 4.0180462963366553e-07 }, { "score": -3.0011515617370605, "text": "may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 3.9320023977524385e-07 }, { "score": -3.032390832901001, "text": "either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 3.8110682900498906e-07 }, { "score": -3.1438074111938477, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales", "probability": 3.4092521712733715e-07 }, { "score": -3.2161474227905273, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales Title: Vice President, Supplier Services Date: May 7, 2019 Date:", "probability": 3.1713360026269437e-07 }, { "score": -3.2407851219177246, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales Title: Vice President, Supplier Services Date: May 7,", "probability": 3.0941562501964766e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Governing Law": [ { "text": "", "score": 12.168994903564453, "probability": 0.9997943205778683 }, { "score": 2.3342933654785156, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda.,", "probability": 5.354933182909204e-05 }, { "score": 1.8547784090042114, "text": "Zebra Brazil", "probability": 3.315151320590388e-05 }, { "score": 1.2703543901443481, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil", "probability": 1.8479543138533617e-05 }, { "score": 0.8783942461013794, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\")", "probability": 1.24872010022488e-05 }, { "score": 0.8612490892410278, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil,", "probability": 1.2274930884373604e-05 }, { "score": 0.7679183483123779, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil,", "probability": 1.1181138566655332e-05 }, { "score": 0.6125128269195557, "text": "Zebra Technologies do Brasil", "probability": 9.571814407383336e-06 }, { "score": 0.5799534320831299, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil,", "probability": 9.265180911718171e-06 }, { "score": 0.38855528831481934, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil", "probability": 7.65122099381774e-06 }, { "score": 0.22845613956451416, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")", "probability": 6.519294035988194e-06 }, { "score": -0.010627031326293945, "text": "Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference.", "probability": 5.132962215706783e-06 }, { "score": -0.05283951759338379, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")", "probability": 4.920796640656466e-06 }, { "score": -0.24734950065612793, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5,", "probability": 4.050986586942835e-06 }, { "score": -0.27446794509887695, "text": "(\"Zebra Brazil", "probability": 3.942606326199155e-06 }, { "score": -0.4073448181152344, "text": "Zebra Brazil\")", "probability": 3.452039223525754e-06 }, { "score": -0.5286451578140259, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5,", "probability": 3.057705493621151e-06 }, { "score": -0.599755048751831, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil", "probability": 2.8478231775017994e-06 }, { "score": -0.881050705909729, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil", "probability": 2.149551569184638e-06 }, { "score": -0.9562766551971436, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil", "probability": 1.9937819223355683e-06 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Most Favored Nation": [ { "text": "", "score": 11.87633228302002, "probability": 0.9664016610867654 }, { "score": 7.691800594329834, "text": "The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 0.014717655938749102 }, { "score": 7.373229503631592, "text": "The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 0.01070249365977092 }, { "score": 5.5914626121521, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 0.0018016625457694317 }, { "score": 5.406860828399658, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 0.0014979658554317345 }, { "score": 5.115880966186523, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.0011197755116445433 }, { "score": 4.931279182434082, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.0009310208985200218 }, { "score": 4.894458293914795, "text": "The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period", "probability": 0.0008973633350974022 }, { "score": 4.065530300140381, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties.", "probability": 0.00039171433705017264 }, { "score": 4.012289524078369, "text": "Xplore Products and Distributor Upfront Discounts off List Price therefore\n\n[*****] [*****] [*****] L10 [*****] [*****] R12 [*****] [*****] F5 [*****] [*****] C5 [*****] [*****] B10 [*****] [*****] D10 [*****] [*****] Bobcat [*****] [*****] XC6 [*****] [*****] M60 [*****] [*****] Accessories & Services [*****] [*****]", "probability": 0.00037140461175470195 }, { "score": 3.8704400062561035, "text": "The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period", "probability": 0.0003222870307206225 }, { "score": 3.1126914024353027, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period", "probability": 0.00015106254319671687 }, { "score": 3.068302869796753, "text": "Xplore Products and Distributor Upfront Discounts off List Price", "probability": 0.00014450374320902927 }, { "score": 2.9280896186828613, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period", "probability": 0.00012559873227909263 }, { "score": 2.6897122859954834, "text": "The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.\n\nARTICLE II. DELIVERY OF PRODUCTS\n\n1. Shipping Terms. Notwithstanding anything to the contrary contained in the Distribution Agreement, and unless notified by Xplore otherwise, shipping terms for Xplore Products will be Delivery Duty Paid (DDP) INCOTERMS\u00ae 2010, whereby Distributor's price, includes all costs of delivery, insurance, import and / or export duties and tariffs.", "probability": 9.895991092537456e-05 }, { "score": 2.526937246322632, "text": "The", "probability": 8.40943841009207e-05 }, { "score": 2.3985354900360107, "text": "The", "probability": 7.396100774870201e-05 }, { "score": 2.2619833946228027, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties", "probability": 6.452068929321541e-05 }, { "score": 2.0773816108703613, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties", "probability": 5.364477923854524e-05 }, { "score": 1.9796369075775146, "text": "Xplore Products and Distributor Upfront Discounts off List Price therefore\n\n[*****] [*****] [*****] L10 [*****] [*****] R12 [*****] [*****] F5 [*****] [*****] C5 [*****] [*****] B10 [*****] [*****] D10 [*****] [*****] Bobcat [*****] [*****] XC6 [*****] [*****] M60 [*****] [*****] Accessories & Services [*****] [*****]\n\nEXHIBIT B Operational Terms for Purchase of Xplore Products", "probability": 4.864939873478849e-05 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Compete": [ { "text": "", "score": 11.577747344970703, "probability": 0.9999884346470874 }, { "score": -1.848344326019287, "text": "(Collectively \"Distributor')", "probability": 1.4761056785582908e-06 }, { "score": -1.8622138500213623, "text": "With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 1.4557741158883196e-06 }, { "score": -1.9561936855316162, "text": "Collectively \"Distributor')", "probability": 1.325192804976743e-06 }, { "score": -2.147686243057251, "text": "Distributor')", "probability": 1.0942458499855872e-06 }, { "score": -2.1616010665893555, "text": "(Collectively \"Distributor')", "probability": 1.079125057637011e-06 }, { "score": -2.58292555809021, "text": "With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 7.080971972097762e-07 }, { "score": -2.7587454319000244, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 5.939300162471772e-07 }, { "score": -2.8056304454803467, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 5.667263056344491e-07 }, { "score": -2.9243876934051514, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 5.032661891238719e-07 }, { "score": -3.188267230987549, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 3.8654167759151e-07 }, { "score": -3.260639190673828, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda.,", "probability": 3.5955520859896723e-07 }, { "score": -3.312232732772827, "text": "Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\");\n\nZebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda.,", "probability": 3.414749057167623e-07 }, { "score": -3.3616058826446533, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 3.2502465594920363e-07 }, { "score": -3.404043197631836, "text": "Collectively \"Distributor')", "probability": 3.115200583477609e-07 }, { "score": -3.6599111557006836, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 2.411925967213499e-07 }, { "score": -3.683898687362671, "text": "(Collectively \"Distributor", "probability": 2.3547582145228854e-07 }, { "score": -3.791748046875, "text": "Collectively \"Distributor", "probability": 2.1140143884504285e-07 }, { "score": -3.9742066860198975, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.761437178541709e-07 }, { "score": -3.9832406044006348, "text": "Distributor", "probability": 1.7455961598073252e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Exclusivity": [ { "text": "", "score": 12.11147403717041, "probability": 0.8538785294193003 }, { "score": 9.832344055175781, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 0.08741430696034387 }, { "score": 9.02018928527832, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 0.038803257316662475 }, { "score": 7.554887294769287, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor", "probability": 0.008963871350654372 }, { "score": 6.5723066329956055, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.\n\n5. In the event of a conflict between the Distributor Agreement with this Addendum, the terms of this Addendum shall take precedence.\n\n6. Signature Counterparts. This Addendum and any additional amendments of addenda to the Distribution Agreement may be executed in two or more of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile copy or Computer image, such as a PDF or tiff image, of a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Addendum and any additional amendments of addenda thereto shall be treated as and shall have the same effect as an original signed copy of this document.", "probability": 0.0033555696329411236 }, { "score": 6.468264102935791, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor", "probability": 0.003023995627015082 }, { "score": 6.2853217124938965, "text": "Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use.", "probability": 0.0025184323428616854 }, { "score": 5.2514142990112305, "text": "Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use.", "probability": 0.0008955915836889876 }, { "score": 4.474702835083008, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 0.0004118968785968295 }, { "score": 3.7930595874786377, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 0.00020833133640124496 }, { "score": 3.273817777633667, "text": "By", "probability": 0.0001239512032408167 }, { "score": 2.97609806060791, "text": "By", "probability": 9.203493643999893e-05 }, { "score": 2.916675567626953, "text": "Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use", "probability": 8.672530900526653e-05 }, { "score": 2.6256113052368164, "text": "Such prices are exclusive of all federal, state, municipal or other government excise, sales, use, occupational or like taxes in force, and any such taxes shall be assumed and paid for by Distributor in addition to its payment for the Xplore Products. Title and risk of loss to Xplore Products shall pass to Distributor upon delivery to Distributor, as indicated in the Proof of Delivery (PoD) documents. [*****]\n\n1. At Distributor's request, Xplore may deliver Xplore Products directly to Program Members or their respective End Users on behalf of Distributor, and in such instances title and risk of loss will pass to Distributor upon delivery to the applicable recipients, as indicated on the PoD documents. Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use.", "probability": 6.482436226008836e-05 }, { "score": 2.5134925842285156, "text": "4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 5.7948968656363814e-05 }, { "score": 1.9349092245101929, "text": "Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use", "probability": 3.249152911606463e-05 }, { "score": 1.5848369598388672, "text": "4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 2.2894739044265728e-05 }, { "score": 1.242350459098816, "text": "With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.\n\n5. In the event of a conflict between the Distributor Agreement with this Addendum, the terms of this Addendum shall take precedence.\n\n6. Signature Counterparts. This Addendum and any additional amendments of addenda to the Distribution Agreement may be executed in two or more of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile copy or Computer image, such as a PDF or tiff image, of a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Addendum and any additional amendments of addenda thereto shall be treated as and shall have the same effect as an original signed copy of this document.", "probability": 1.6255326624954957e-05 }, { "score": 1.2122719287872314, "text": "Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 1.577367035967205e-05 }, { "score": 1.0430092811584473, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement", "probability": 1.3317506786854372e-05 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.06743335723877, "probability": 0.9999708728873992 }, { "score": 0.9510560035705566, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 1.4866406597441503e-05 }, { "score": -0.45321106910705566, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 3.65040092519615e-06 }, { "score": -0.7459731101989746, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 2.723928018440574e-06 }, { "score": -1.5259528160095215, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor", "probability": 1.2486903189166479e-06 }, { "score": -1.7439687252044678, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 1.0040876798498954e-06 }, { "score": -1.7866911888122559, "text": "(Collectively \"Distributor')", "probability": 9.620940042031737e-07 }, { "score": -2.2255144119262695, "text": "By", "probability": 6.203531671154857e-07 }, { "score": -2.3861241340637207, "text": "Collectively \"Distributor')", "probability": 5.283078790915905e-07 }, { "score": -2.544560432434082, "text": "(Collectively \"Distributor')", "probability": 4.5089879804185367e-07 }, { "score": -2.584230422973633, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 4.333617931813294e-07 }, { "score": -2.6556310653686523, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 4.03498304937256e-07 }, { "score": -2.6861791610717773, "text": "Collectively \"Distributor')", "probability": 3.913585670772184e-07 }, { "score": -2.8068618774414062, "text": "4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 3.4686701857741745e-07 }, { "score": -2.876514434814453, "text": "Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 3.235290527093883e-07 }, { "score": -2.9506945610046387, "text": "(collectively \"Zebra\")", "probability": 3.0039815893701813e-07 }, { "score": -3.0888237953186035, "text": "With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 2.616426278623598e-07 }, { "score": -3.17122220993042, "text": "4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 2.409479999194759e-07 }, { "score": -3.399461269378662, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.9177869610499296e-07 }, { "score": -3.4708619117736816, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 1.785629929057061e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.719547271728516, "probability": 0.8504124940744069 }, { "score": 9.920084953308105, "text": "Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use.", "probability": 0.140647843227652 }, { "score": 6.118123531341553, "text": "With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 0.0031402354416614348 }, { "score": 5.590995788574219, "text": "Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use", "probability": 0.001853674778747536 }, { "score": 5.547553539276123, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 0.0017748710749609623 }, { "score": 4.991264343261719, "text": "At Distributor's request, Xplore may deliver Xplore Products directly to Program Members or their respective End Users on behalf of Distributor, and in such instances title and risk of loss will pass to Distributor upon delivery to the applicable recipients, as indicated on the PoD documents. Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use.", "probability": 0.001017591530394225 }, { "score": 3.9816648960113525, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 0.00037077463387986986 }, { "score": 3.5058181285858154, "text": "Some exclusions may apply,", "probability": 0.0002303840398081746 }, { "score": 3.1735782623291016, "text": "Some exclusions may apply", "probability": 0.0001652579833819857 }, { "score": 2.7720394134521484, "text": "Some", "probability": 0.00011060540300108806 }, { "score": 2.2008867263793945, "text": "Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.\n\nc. Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference. The terms of the Distribution Agreement will apply to all areas not covered by Exhibit B.\n\n4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 6.247810982231298e-05 }, { "score": 1.8983345031738281, "text": "Some exclusions may apply, including", "probability": 4.616694331594396e-05 }, { "score": 1.6847705841064453, "text": "Some exclusions may apply, including countries not served by Xplore shipping and importing methods,", "probability": 3.7289064632590826e-05 }, { "score": 1.3533868789672852, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor", "probability": 2.6770924855378746e-05 }, { "score": 1.2547067403793335, "text": "The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 2.4255327077309292e-05 }, { "score": 1.0660943984985352, "text": "Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use.\n\n1. Proof of Delivery (\"POD\"). Xplore shall provide to Distributor, at no charge, a means for confirming proof of delivery for Xplore Product shipments when requested by Distributor.", "probability": 2.0086017468761765e-05 }, { "score": 0.906510591506958, "text": ".", "probability": 1.7123300146059708e-05 }, { "score": 0.7836484909057617, "text": "With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement", "probability": 1.5143600251672842e-05 }, { "score": 0.6719496250152588, "text": "With", "probability": 1.354312652623977e-05 }, { "score": 0.6621754169464111, "text": "At Distributor's request, Xplore may deliver Xplore Products directly to Program Members or their respective End Users on behalf of Distributor, and in such instances title and risk of loss will pass to Distributor upon delivery to the applicable recipients, as indicated on the PoD documents. Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use", "probability": 1.3411398009359426e-05 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.193487167358398, "probability": 0.9999991857166475 }, { "score": -2.9050040245056152, "text": "(Collectively \"Distributor')", "probability": 2.772095811630562e-07 }, { "score": -3.593763589859009, "text": "Collectively \"Distributor')", "probability": 1.3921427117377444e-07 }, { "score": -4.16554069519043, "text": "Distributor')", "probability": 7.858942592067951e-08 }, { "score": -4.792203426361084, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 4.1996002237989995e-08 }, { "score": -5.237308502197266, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.690923007200407e-08 }, { "score": -5.408568382263184, "text": "(Collectively \"Distributor')", "probability": 2.2673786399358786e-08 }, { "score": -5.457768440246582, "text": "(Collectively \"Distributor", "probability": 2.1585232818151445e-08 }, { "score": -5.472360134124756, "text": "(collectively \"Zebra\")", "probability": 2.127255450953214e-08 }, { "score": -5.559647560119629, "text": "\"Distributor')", "probability": 1.9494459464757776e-08 }, { "score": -5.573568344116211, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.9224961469224594e-08 }, { "score": -5.5866475105285645, "text": "collectively \"Zebra\")", "probability": 1.8975152208460458e-08 }, { "score": -5.588716506958008, "text": "Distributor has the right to cancel, reschedule or modify all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such cancellation or modification request is made within [*****] business days of PO acceptance or rescheduling request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order. Distributor has the right to change the destination of all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such change in destination request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order. Except as set forth above, purchase orders are non-changeable and non- cancellable by Distributor, once accepted by Xplore.\n\nCertain purchase orders, determined at Xplore's sole discretion, and generally of large volume and/or extended lead times, may be subject to alternative rescheduling, cancellation, and modification rights.", "probability": 1.8935933272203077e-08 }, { "score": -5.651653289794922, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.7780894986357037e-08 }, { "score": -5.673369884490967, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.7398917137612625e-08 }, { "score": -5.709165573120117, "text": "ScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.6787125984287874e-08 }, { "score": -5.79757022857666, "text": "Collectively \"Distributor')", "probability": 1.536677370191457e-08 }, { "score": -5.856611728668213, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.4485760416042411e-08 }, { "score": -5.931013107299805, "text": "(\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.3447117193304731e-08 }, { "score": -5.96975040435791, "text": "Except as set forth above, purchase orders are non-changeable and non- cancellable by Distributor, once accepted by Xplore.\n\nCertain purchase orders, determined at Xplore's sole discretion, and generally of large volume and/or extended lead times, may be subject to alternative rescheduling, cancellation, and modification rights.", "probability": 1.2936172420845052e-08 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Disparagement": [ { "text": "", "score": 11.652315139770508, "probability": 0.9999330778240904 }, { "score": 1.3309844732284546, "text": "Zebra Brazil", "probability": 3.29210729197237e-05 }, { "score": -0.26152563095092773, "text": "Collectively \"Distributor')", "probability": 6.696619607137462e-06 }, { "score": -0.5149979591369629, "text": "Distributor')", "probability": 5.197254652041944e-06 }, { "score": -0.6839748620986938, "text": "(Collectively \"Distributor')", "probability": 4.38922920383804e-06 }, { "score": -0.8045850992202759, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")", "probability": 3.890522216698885e-06 }, { "score": -1.172582983970642, "text": "(\"Zebra Brazil", "probability": 2.6927029676519663e-06 }, { "score": -1.5611437559127808, "text": "Collectively \"Distributor", "probability": 1.8257388197758718e-06 }, { "score": -1.5740342140197754, "text": "(collectively \"Zebra\")", "probability": 1.8023552462837535e-06 }, { "score": -1.814616084098816, "text": "Distributor", "probability": 1.4169581268107618e-06 }, { "score": -1.9835929870605469, "text": "(Collectively \"Distributor", "probability": 1.19666139283168e-06 }, { "score": -2.051645278930664, "text": "collectively \"Zebra\")", "probability": 1.1179349791392754e-06 }, { "score": -2.3635854721069336, "text": "Zebra Brazil\")", "probability": 8.183566963413975e-07 }, { "score": -2.8025333881378174, "text": "Zebra\")", "probability": 5.276063121278901e-07 }, { "score": -2.826690673828125, "text": "Orders received without this information or which contain any discrepancy may be returned to Distributor for completion or revision as applicable.", "probability": 5.150134922851395e-07 }, { "score": -2.9801442623138428, "text": "\"Distributor')", "probability": 4.417479676220182e-07 }, { "score": -3.086981773376465, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra", "probability": 3.969863905559651e-07 }, { "score": -3.104503870010376, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 3.9009094441640235e-07 }, { "score": -3.1652283668518066, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 3.671077515473844e-07 }, { "score": -3.308152675628662, "text": "(\"Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")", "probability": 3.182162226403527e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Termination For Convenience": [ { "text": "", "score": 11.715208053588867, "probability": 0.8466907125201487 }, { "score": 9.797258377075195, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 0.12438552251575477 }, { "score": 8.304696083068848, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 0.027961358432409027 }, { "score": 4.124502182006836, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement", "probability": 0.0004276841171091482 }, { "score": 3.440046787261963, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement", "probability": 0.00021570882895762347 }, { "score": 2.842460870742798, "text": "This", "probability": 0.00011866964826436811 }, { "score": 1.467228651046753, "text": "This", "probability": 2.999741910102566e-05 }, { "score": 1.1022686958312988, "text": "This Addendum may be terminated at any time by", "probability": 2.082494178852517e-05 }, { "score": 1.0616531372070312, "text": "by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 1.999607159789594e-05 }, { "score": 0.9632329940795898, "text": "This Addendum may be terminated at any time", "probability": 1.8121801043795435e-05 }, { "score": 0.8999779224395752, "text": "at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 1.7011007242620735e-05 }, { "score": 0.8127315044403076, "text": "any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 1.5589758642468134e-05 }, { "score": 0.779064416885376, "text": "either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 1.507363383306345e-05 }, { "score": 0.5957808494567871, "text": "This Addendum may be terminated at any time by either Party", "probability": 1.254928317486126e-05 }, { "score": 0.35275888442993164, "text": "may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 9.841829133880958e-06 }, { "score": 0.267824649810791, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.", "probability": 9.04043548858296e-06 }, { "score": 0.2482593059539795, "text": "may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 8.865275381110758e-06 }, { "score": 0.1721205711364746, "text": "at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 8.215341065916405e-06 }, { "score": 0.10681533813476562, "text": "This Addendum and any additional amendments of addenda to the Distribution Agreement may be executed in two or more of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile copy or Computer image, such as a PDF or tiff image, of a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Addendum and any additional amendments of addenda thereto shall be treated as and shall have the same effect as an original signed copy of this document.\n\n7. Term and Termination. This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 7.695979387985967e-06 }, { "score": 0.08383774757385254, "text": "as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.\n\n5. In the event of a conflict between the Distributor Agreement with this Addendum, the terms of this Addendum shall take precedence.\n\n6. Signature Counterparts. This Addendum and any additional amendments of addenda to the Distribution Agreement may be executed in two or more of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile copy or Computer image, such as a PDF or tiff image, of a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Addendum and any additional amendments of addenda thereto shall be treated as and shall have the same effect as an original signed copy of this document.\n\n7. Term and Termination. This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 7.52116047487015e-06 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.214921951293945, "probability": 0.40591761548125826 }, { "score": 10.952686309814453, "text": "Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance. Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order. If Distributor rejects such alternative terms, the purchase order will not be accepted by Xplore.", "probability": 0.11488304145355896 }, { "score": 10.878047943115234, "text": "Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance. Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order.", "probability": 0.10662054396639337 }, { "score": 10.642670631408691, "text": "Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order. If Distributor rejects such alternative terms, the purchase order will not be accepted by Xplore.", "probability": 0.08425929601411353 }, { "score": 10.568031311035156, "text": "Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order.", "probability": 0.07819921281674357 }, { "score": 10.560977935791016, "text": "If Distributor rejects such alternative terms, the purchase order will not be accepted by Xplore.", "probability": 0.07764958506899325 }, { "score": 10.33309555053711, "text": "Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance.", "probability": 0.06182598966004846 }, { "score": 10.050565719604492, "text": "Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance.", "probability": 0.04660901557938059 }, { "score": 8.282730102539062, "text": "Certain purchase orders, determined at Xplore's sole discretion, and generally of large volume and/or extended lead times, may be subject to alternative rescheduling, cancellation, and modification rights. Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance.", "probability": 0.007956254689406183 }, { "score": 7.551912784576416, "text": "Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance", "probability": 0.0038310581896591283 }, { "score": 7.244452953338623, "text": "Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance. Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order. If Distributor rejects such alternative terms, the purchase order will not be accepted by Xplore", "probability": 0.0028170246055539156 }, { "score": 6.934436798095703, "text": "Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order. If Distributor rejects such alternative terms, the purchase order will not be accepted by Xplore", "probability": 0.002066104743858794 }, { "score": 6.852744102478027, "text": "If Distributor rejects such alternative terms, the purchase order will not be accepted by Xplore", "probability": 0.0019040293909272797 }, { "score": 6.3129730224609375, "text": "Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance. Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order", "probability": 0.0011098238318066104 }, { "score": 6.051217555999756, "text": "Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance", "probability": 0.0008542305354263825 }, { "score": 6.002957344055176, "text": "Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order", "probability": 0.0008139841493099153 }, { "score": 5.848806381225586, "text": "Except as set forth above, purchase orders are non-changeable and non- cancellable by Distributor, once accepted by Xplore.\n\nCertain purchase orders, determined at Xplore's sole discretion, and generally of large volume and/or extended lead times, may be subject to alternative rescheduling, cancellation, and modification rights. Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance. Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order. If Distributor rejects such alternative terms, the purchase order will not be accepted by Xplore.", "probability": 0.0006977005019576021 }, { "score": 5.828971862792969, "text": "Distributor has the right to cancel, reschedule or modify all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such cancellation or modification request is made within [*****] business days of PO acceptance or rescheduling request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order. Distributor has the right to change the destination of all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such change in destination request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order. Except as set forth above, purchase orders are non-changeable and non- cancellable by Distributor, once accepted by Xplore.\n\nCertain purchase orders, determined at Xplore's sole discretion, and generally of large volume and/or extended lead times, may be subject to alternative rescheduling, cancellation, and modification rights. Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance.", "probability": 0.0006839982861279354 }, { "score": 5.784078121185303, "text": "Certain purchase orders, determined at Xplore's sole discretion, and generally of large volume and/or extended lead times, may be subject to alternative rescheduling, cancellation, and modification rights. Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance", "probability": 0.0006539701252387976 }, { "score": 5.774167537689209, "text": "Except as set forth above, purchase orders are non-changeable and non- cancellable by Distributor, once accepted by Xplore.\n\nCertain purchase orders, determined at Xplore's sole discretion, and generally of large volume and/or extended lead times, may be subject to alternative rescheduling, cancellation, and modification rights. Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance. Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order.", "probability": 0.0006475209102371053 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Change Of Control": [ { "text": "", "score": 12.261567115783691, "probability": 0.9997635568154586 }, { "score": 3.048166036605835, "text": "Collectively \"Distributor')", "probability": 9.96708251379974e-05 }, { "score": 2.561300277709961, "text": "(Collectively \"Distributor')", "probability": 6.125265826628229e-05 }, { "score": 2.099569797515869, "text": "Distributor')", "probability": 3.8600945406020935e-05 }, { "score": 0.7988872528076172, "text": "Collectively \"Distributor", "probability": 1.0512806954211831e-05 }, { "score": 0.3120214343070984, "text": "(Collectively \"Distributor", "probability": 6.460640137297196e-06 }, { "score": -0.14970889687538147, "text": "Distributor", "probability": 4.0714454106650715e-06 }, { "score": -0.1971299648284912, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 3.882879455925891e-06 }, { "score": -0.5847638845443726, "text": "\"Distributor')", "probability": 2.635157853088792e-06 }, { "score": -0.9584974050521851, "text": "ScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.8134109343942023e-06 }, { "score": -1.2011688947677612, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.422673824831704e-06 }, { "score": -1.2182317972183228, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 1.3986048077419066e-06 }, { "score": -1.54904305934906, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.0046748046540337e-06 }, { "score": -1.7217458486557007, "text": "')", "probability": 8.453209699811054e-07 }, { "score": -2.0421414375305176, "text": "ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 6.135862324661164e-07 }, { "score": -2.1819000244140625, "text": "Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 5.335550359591548e-07 }, { "score": -2.310940742492676, "text": "ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 4.689618901779579e-07 }, { "score": -2.351072311401367, "text": "(\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 4.505143538665477e-07 }, { "score": -2.4084925651550293, "text": "Collectively", "probability": 4.253743840765803e-07 }, { "score": -2.523533821105957, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales Title: Vice President, Supplier Services Date: May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.", "probability": 3.7914868198899634e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Anti-Assignment": [ { "text": "", "score": 12.055807113647461, "probability": 0.9999222724353372 }, { "score": 1.3009910583496094, "text": "Collectively \"Distributor')", "probability": 2.1340715461255117e-05 }, { "score": 1.2806923389434814, "text": "Distributor')", "probability": 2.0911893261091902e-05 }, { "score": 0.795731782913208, "text": "(Collectively \"Distributor')", "probability": 1.2875901926557815e-05 }, { "score": 0.2823702096939087, "text": "Collectively \"Distributor", "probability": 7.705974394708718e-06 }, { "score": 0.26207149028778076, "text": "Distributor", "probability": 7.551129872258671e-06 }, { "score": -0.2228890061378479, "text": "(Collectively \"Distributor", "probability": 4.649393158773431e-06 }, { "score": -2.3870246410369873, "text": "\"Distributor')", "probability": 5.339789142067433e-07 }, { "score": -2.787794589996338, "text": "Zebra Brazil", "probability": 3.576612833783425e-07 }, { "score": -3.333771228790283, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.0718451311182044e-07 }, { "score": -3.347896099090576, "text": "Collectively", "probability": 2.0427862966235052e-07 }, { "score": -3.3518195152282715, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 2.0347872978627238e-07 }, { "score": -3.354069948196411, "text": "Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.0302132941192727e-07 }, { "score": -3.4048361778259277, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.9297194485392242e-07 }, { "score": -3.4056453704833984, "text": "\"Distributor", "probability": 1.9281585653432697e-07 }, { "score": -3.8390305042266846, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.2500459398246137e-07 }, { "score": -3.8531553745269775, "text": "(Collectively", "probability": 1.2325133175592956e-07 }, { "score": -3.866316318511963, "text": "')", "probability": 1.2163985541783516e-07 }, { "score": -3.9320645332336426, "text": "ributor')", "probability": 1.1389949759123377e-07 }, { "score": -3.936723232269287, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")", "probability": 1.1337010820202908e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.072617530822754, "probability": 0.9998606593639078 }, { "score": 2.6086065769195557, "text": "The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 7.758392500370927e-05 }, { "score": 0.7885264158248901, "text": "(Collectively \"Distributor')", "probability": 1.2569586076958553e-05 }, { "score": 0.6060284376144409, "text": "Collectively \"Distributor')", "probability": 1.047280727364812e-05 }, { "score": 0.23280799388885498, "text": "Xplore Products and Distributor Upfront Discounts off List Price", "probability": 7.2106685377846565e-06 }, { "score": -0.0870656967163086, "text": "The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period", "probability": 5.236681415659035e-06 }, { "score": -0.2586492896080017, "text": "Collectively \"Distributor')", "probability": 4.411013083335714e-06 }, { "score": -0.595139741897583, "text": "Xplore Products and Distributor", "probability": 3.150666238940018e-06 }, { "score": -0.8187643885612488, "text": "(Collectively \"Distributor')", "probability": 2.5193206660971767e-06 }, { "score": -0.9176762104034424, "text": "Xplore Products and Distributor Upfront Discounts off List Price therefore\n\n[*****] [*****] [*****] L10 [*****] [*****] R12 [*****] [*****] F5 [*****] [*****] C5 [*****] [*****] B10 [*****] [*****] D10 [*****] [*****] Bobcat [*****] [*****] XC6 [*****] [*****] M60 [*****] [*****] Accessories & Services [*****] [*****]\n\nEXHIBIT B Operational Terms for Purchase of Xplore Products", "probability": 2.2820575412488623e-06 }, { "score": -1.1054335832595825, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.891405292026887e-06 }, { "score": -1.1882946491241455, "text": "Xplore Products and Distributor Upfront Discounts off List Price therefore\n\n[*****] [*****] [*****] L10 [*****] [*****] R12 [*****] [*****] F5 [*****] [*****] C5 [*****] [*****] B10 [*****] [*****] D10 [*****] [*****] Bobcat [*****] [*****] XC6 [*****] [*****] M60 [*****] [*****] Accessories & Services [*****] [*****]", "probability": 1.7409988977496098e-06 }, { "score": -1.2052736282348633, "text": "Distributor')", "probability": 1.7116880521057209e-06 }, { "score": -1.3106083869934082, "text": "The", "probability": 1.5405589264052405e-06 }, { "score": -1.460237979888916, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.326462596294281e-06 }, { "score": -1.465097188949585, "text": "Distributor')", "probability": 1.3200326720526922e-06 }, { "score": -1.5043998956680298, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 1.2691581176008753e-06 }, { "score": -1.6398892402648926, "text": "Distributor Upfront Discounts off List Price", "probability": 1.1083411483212068e-06 }, { "score": -1.6427359580993652, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.105190500438046e-06 }, { "score": -1.8592042922973633, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 8.900740517526731e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Price Restrictions": [ { "text": "", "score": 11.900733947753906, "probability": 0.5160155516962163 }, { "score": 11.010499954223633, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.21185517627282108 }, { "score": 10.573580741882324, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.13686344789960306 }, { "score": 9.573713302612305, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties.", "probability": 0.0503559235056652 }, { "score": 8.975966453552246, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties", "probability": 0.027698254860202588 }, { "score": 8.539047241210938, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties", "probability": 0.01789372687352929 }, { "score": 8.133919715881348, "text": "Xplore Products and Distributor Upfront Discounts off List Price therefore", "probability": 0.01193317900485646 }, { "score": 7.997268199920654, "text": "Xplore Products and Distributor Upfront Discounts off List Price", "probability": 0.01040900353496951 }, { "score": 7.146317005157471, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties", "probability": 0.004444733718744202 }, { "score": 6.927332401275635, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 0.0035706061007272074 }, { "score": 6.64688777923584, "text": "Xplore Products and Distributor Upfront Discounts off List Price therefore\n\n[*****] [*****] [*****] L10 [*****] [*****] R12 [*****] [*****] F5 [*****] [*****] C5 [*****] [*****] B10 [*****] [*****] D10 [*****] [*****] Bobcat [*****] [*****] XC6 [*****] [*****] M60 [*****] [*****] Accessories & Services [*****] [*****]", "probability": 0.002697406445053507 }, { "score": 6.490413188934326, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 0.002306695878922343 }, { "score": 6.246614933013916, "text": "Xplore Products and Distributor Upfront Discounts off List Price therefore\n\n[*****] [*****] [*****] L10 [*****] [*****] R12 [*****] [*****] F5 [*****] [*****] C5 [*****] [*****] B10 [*****] [*****] D10 [*****] [*****] Bobcat [*****] [*****] XC6 [*****] [*****] M60 [*****] [*****] Accessories & Services [*****] [*****]\n\nEXHIBIT B Operational Terms for Purchase of Xplore Products", "probability": 0.0018076323394798728 }, { "score": 5.381414890289307, "text": "Xplore Products and Distributor Upfront Discounts off List Price", "probability": 0.000760954164546377 }, { "score": 4.5093464851379395, "text": "If for any reason, Xplore's production is not on schedule, Xplore may, at its sole and absolute discretion, allocate available inventory to Distributor and make shipments in accordance with Zebra's then current processes.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.000318144194025749 }, { "score": 4.373317718505859, "text": "Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.00027768182773856817 }, { "score": 4.218934059143066, "text": "If", "probability": 0.0002379575495065203 }, { "score": 3.9875402450561523, "text": "Xplore Products and Distributor Upfront Discounts off List Price therefore\n\n[*****] [*****] [*****] L10 [*****] [*****] R12 [*****] [*****] F5 [*****] [*****] C5 [*****] [*****] B10 [*****] [*****] D10 [*****] [*****] Bobcat", "probability": 0.00018880193078185786 }, { "score": 3.9765169620513916, "text": "Xplore Products and Distributor Upfront Discounts off List Price therefore\n\n[*****] [*****] [*****] L10 [*****] [*****] R12 [*****] [*****] F5 [*****] [*****] C5 [*****] [*****] B10 [*****] [*****] D10 [*****] [*****] Bobcat", "probability": 0.0001867321425564541 }, { "score": 3.930814266204834, "text": "Xplore Products and Distributor Upfront Discounts off List Price therefore", "probability": 0.000178390060053833 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Minimum Commitment": [ { "text": "", "score": 12.132923126220703, "probability": 0.7200416822819402 }, { "score": 10.746334075927734, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.17995738126394023 }, { "score": 9.727314949035645, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.0649554029015199 }, { "score": 8.39162540435791, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties", "probability": 0.01708176261319665 }, { "score": 7.3726067543029785, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties", "probability": 0.0061656448548618485 }, { "score": 7.228828430175781, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties.", "probability": 0.005339939943363665 }, { "score": 6.2629828453063965, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 0.0020327078521230214 }, { "score": 5.933501243591309, "text": "If for any reason, Xplore's production is not on schedule, Xplore may, at its sole and absolute discretion, allocate available inventory to Distributor and make shipments in accordance with Zebra's then current processes.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.001462119681931399 }, { "score": 5.243963718414307, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 0.0007337034835046867 }, { "score": 5.0883893966674805, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties", "probability": 0.0006279940248303526 }, { "score": 4.9768452644348145, "text": "Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.000561710458979757 }, { "score": 3.998408555984497, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period", "probability": 0.00021114599447153183 }, { "score": 3.8009426593780518, "text": "If", "probability": 0.00017331034940559515 }, { "score": 3.578793525695801, "text": "If for any reason, Xplore's production is not on schedule, Xplore may, at its sole and absolute discretion, allocate available inventory to Distributor and make shipments in accordance with Zebra's then current processes.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties", "probability": 0.00013878622239331926 }, { "score": 3.4350152015686035, "text": "If for any reason, Xplore's production is not on schedule, Xplore may, at its sole and absolute discretion, allocate available inventory to Distributor and make shipments in accordance with Zebra's then current processes.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties.", "probability": 0.00012019993204153566 }, { "score": 3.2540597915649414, "text": "If Distributor rejects such alternative terms, the purchase order will not be accepted by Xplore.\n\n3. Product Allocation. If for any reason, Xplore's production is not on schedule, Xplore may, at its sole and absolute discretion, allocate available inventory to Distributor and make shipments in accordance with Zebra's then current processes.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.00010030354584331649 }, { "score": 3.087364912033081, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The", "probability": 8.490272311522336e-05 }, { "score": 2.9793894290924072, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period", "probability": 7.621289577349869e-05 }, { "score": 2.9298977851867676, "text": "4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 7.253281211264524e-05 }, { "score": 2.781923532485962, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If", "probability": 6.255616465174348e-05 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Volume Restriction": [ { "text": "", "score": 11.955986022949219, "probability": 0.5259063001984634 }, { "score": 11.413954734802246, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.30584907833132896 }, { "score": 10.461179733276367, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.11795660123737786 }, { "score": 8.748164176940918, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties", "probability": 0.021270076256154874 }, { "score": 8.43499755859375, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties.", "probability": 0.015551150079848874 }, { "score": 7.795389652252197, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties", "probability": 0.008203219422086454 }, { "score": 6.236191272735596, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 0.0017251746817708278 }, { "score": 5.725934982299805, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties", "probability": 0.0010356942965220521 }, { "score": 5.283416271209717, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 0.0006653469191821891 }, { "score": 5.179896354675293, "text": "If for any reason, Xplore's production is not on schedule, Xplore may, at its sole and absolute discretion, allocate available inventory to Distributor and make shipments in accordance with Zebra's then current processes.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.0005999154154767347 }, { "score": 4.676362037658691, "text": "If", "probability": 0.000362583340992408 }, { "score": 4.1196675300598145, "text": "Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 0.00020779662697461616 }, { "score": 3.7235867977142334, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If", "probability": 0.0001398372315036995 }, { "score": 3.6444356441497803, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The", "probability": 0.00012919565497356074 }, { "score": 3.5430071353912354, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period", "probability": 0.00011673418789510919 }, { "score": 3.153714656829834, "text": "If for any reason, Xplore's production is not on schedule, Xplore may, at its sole and absolute discretion, allocate available inventory to Distributor and make shipments in accordance with Zebra's then current processes.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties.", "probability": 7.909162363124176e-05 }, { "score": 2.9672343730926514, "text": "X", "probability": 6.563615513594704e-05 }, { "score": 2.6916606426239014, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The", "probability": 4.9826798362325265e-05 }, { "score": 2.5902321338653564, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period", "probability": 4.5020793024577435e-05 }, { "score": 2.514106273651123, "text": "If for any reason, Xplore's production is not on schedule, Xplore may, at its sole and absolute discretion, allocate available inventory to Distributor and make shipments in accordance with Zebra's then current processes.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties", "probability": 4.1720749294431034e-05 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.200782775878906, "probability": 0.9999981759769503 }, { "score": -2.909202814102173, "text": "(Collectively \"Distributor')", "probability": 2.7404118983107745e-07 }, { "score": -3.0833845138549805, "text": "(Collectively \"Distributor')", "probability": 2.3023412436139833e-07 }, { "score": -3.2193448543548584, "text": "Collectively \"Distributor')", "probability": 2.009661292545205e-07 }, { "score": -3.500117301940918, "text": "Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 1.5176965368097296e-07 }, { "score": -3.8814754486083984, "text": "(collectively \"Zebra\")", "probability": 1.0364854368135845e-07 }, { "score": -4.0569610595703125, "text": "Collectively \"Distributor')", "probability": 8.69662556629891e-08 }, { "score": -4.1028151512146, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.\n\n5. In the event of a conflict between the Distributor Agreement with this Addendum, the terms of this Addendum shall take precedence.\n\n6. Signature Counterparts.", "probability": 8.306854296308526e-08 }, { "score": -4.170339584350586, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 7.764457269519972e-08 }, { "score": -4.2578349113464355, "text": "Distributor')", "probability": 7.11397552202051e-08 }, { "score": -4.324517250061035, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 6.655069492808758e-08 }, { "score": -4.40086555480957, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 6.165878282975353e-08 }, { "score": -4.40401554107666, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.\n\n5. In the event of a conflict between the Distributor Agreement with this Addendum, the terms of this Addendum shall take precedence.\n\n6. Signature Counterparts. This Addendum and any additional amendments of addenda to the Distribution Agreement may be executed in two or more of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile copy or Computer image, such as a PDF or tiff image, of a signature shall be treated as and shall have the same effect as an original signature.", "probability": 6.146486409162048e-08 }, { "score": -4.4512939453125, "text": "collectively \"Zebra\")", "probability": 5.8626528078420164e-08 }, { "score": -4.48939847946167, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 5.643461760752879e-08 }, { "score": -4.523548126220703, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 5.4539930919933144e-08 }, { "score": -4.535853862762451, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 5.38728895343532e-08 }, { "score": -4.61919641494751, "text": "On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 4.956499418158586e-08 }, { "score": -4.676253318786621, "text": "With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.\n\n5. In the event of a conflict between the Distributor Agreement with this Addendum, the terms of this Addendum shall take precedence.\n\n6. Signature Counterparts. This Addendum and any additional amendments of addenda to the Distribution Agreement may be executed in two or more of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile copy or Computer image, such as a PDF or tiff image, of a signature shall be treated as and shall have the same effect as an original signature.", "probability": 4.681613545847444e-08 }, { "score": -4.966709136962891, "text": "4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.\n\n5. In the event of a conflict between the Distributor Agreement with this Addendum, the terms of this Addendum shall take precedence.\n\n6. Signature Counterparts. This Addendum and any additional amendments of addenda to the Distribution Agreement may be executed in two or more of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile copy or Computer image, such as a PDF or tiff image, of a signature shall be treated as and shall have the same effect as an original signature.", "probability": 3.501484449776458e-08 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.175077438354492, "probability": 0.9999730492855624 }, { "score": 0.6470905542373657, "text": "Collectively \"Distributor')", "probability": 9.850248888861922e-06 }, { "score": 0.1367071270942688, "text": "(Collectively \"Distributor')", "probability": 5.912763359307281e-06 }, { "score": -0.22809696197509766, "text": "Distributor')", "probability": 4.105424740266454e-06 }, { "score": -1.3216068744659424, "text": "Collectively \"Distributor", "probability": 1.3754752311594851e-06 }, { "score": -1.7867431640625, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 8.638665349651167e-07 }, { "score": -1.831990361213684, "text": "(Collectively \"Distributor", "probability": 8.256501084835005e-07 }, { "score": -1.8974149227142334, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 7.733614435889353e-07 }, { "score": -2.1161723136901855, "text": "(Collectively \"Distributor')", "probability": 6.214087847101116e-07 }, { "score": -2.1967945098876953, "text": "Distributor", "probability": 5.732758059389715e-07 }, { "score": -2.4077982902526855, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 4.642221258874527e-07 }, { "score": -2.7726023197174072, "text": "Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 3.223246049909532e-07 }, { "score": -3.1336112022399902, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.2465148488707468e-07 }, { "score": -3.304744243621826, "text": "Zebra Brazil", "probability": 1.893159294468818e-07 }, { "score": -3.3134078979492188, "text": "\"Distributor')", "probability": 1.8768284612495403e-07 }, { "score": -3.322057008743286, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.8606655620578644e-07 }, { "score": -3.7215213775634766, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.2479096655608576e-07 }, { "score": -3.763105869293213, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.1970801605755981e-07 }, { "score": -3.767151117324829, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.192247455747399e-07 }, { "score": -3.8363611698150635, "text": "Collectively \"Distributor')", "probability": 1.1125226470068492e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__License Grant": [ { "text": "", "score": 11.69451904296875, "probability": 0.9996618040815719 }, { "score": 2.918133497238159, "text": "Zebra Brazil", "probability": 0.00015428271932839188 }, { "score": 2.0067715644836426, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")", "probability": 6.20180099767937e-05 }, { "score": 1.354730248451233, "text": "(collectively \"Zebra\")", "probability": 3.231021746288909e-05 }, { "score": 1.2603740692138672, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 2.9400960123985775e-05 }, { "score": 0.6014540791511536, "text": "(\"Zebra Brazil", "probability": 1.521234609155719e-05 }, { "score": 0.4662928581237793, "text": "Zebra Brazil\")", "probability": 1.3289126175007731e-05 }, { "score": 0.2549046277999878, "text": "collectively \"Zebra\")", "probability": 1.0757012738727469e-05 }, { "score": -0.30990782380104065, "text": "(\"Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")", "probability": 6.11500409054368e-06 }, { "score": -0.8599177002906799, "text": "Zebra\")", "probability": 3.528015605933427e-06 }, { "score": -1.4696564674377441, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")", "probability": 1.917451181414578e-06 }, { "score": -1.7612189054489136, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor", "probability": 1.4325188902446135e-06 }, { "score": -1.850386619567871, "text": "(\"Zebra Brazil\")", "probability": 1.3103137892500487e-06 }, { "score": -1.89802885055542, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra", "probability": 1.2493512434202257e-06 }, { "score": -1.9373960494995117, "text": "Zebra", "probability": 1.2011233121336755e-06 }, { "score": -2.1216979026794434, "text": "(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")", "probability": 9.989559046437713e-07 }, { "score": -2.2805490493774414, "text": "(Collectively \"Distributor')", "probability": 8.522325976269618e-07 }, { "score": -2.282242774963379, "text": "Xplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")", "probability": 8.507903711838817e-07 }, { "score": -2.3570427894592285, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(", "probability": 7.89473092485191e-07 }, { "score": -2.5058798789978027, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil", "probability": 6.802964519109146e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Transferable License": [ { "text": "", "score": 12.015459060668945, "probability": 0.999980793934869 }, { "score": -0.27545708417892456, "text": "Collectively \"Distributor')", "probability": 4.593191998408842e-06 }, { "score": -0.4172002673149109, "text": "(Collectively \"Distributor')", "probability": 3.986174598357663e-06 }, { "score": -0.6854714155197144, "text": "Zebra Brazil", "probability": 3.0482293331417547e-06 }, { "score": -0.791219174861908, "text": "Distributor')", "probability": 2.742344238696461e-06 }, { "score": -1.9712462425231934, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 8.426412698395641e-07 }, { "score": -2.0156779289245605, "text": "Except as set forth above, purchase orders are non-changeable and non- cancellable by Distributor, once accepted by Xplore.", "probability": 8.060208745392555e-07 }, { "score": -2.505338430404663, "text": "Collectively \"Distributor", "probability": 4.93957331325878e-07 }, { "score": -2.6470816135406494, "text": "(Collectively \"Distributor", "probability": 4.2867795804874887e-07 }, { "score": -2.8422675132751465, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")", "probability": 3.526655145074708e-07 }, { "score": -2.985210657119751, "text": "(Collectively \"Distributor')", "probability": 3.056916496163216e-07 }, { "score": -3.0211005210876465, "text": "Distributor", "probability": 2.9491496157631924e-07 }, { "score": -3.2830810546875, "text": "(\"Zebra Brazil", "probability": 2.26944731743234e-07 }, { "score": -3.4161202907562256, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.9867439512404107e-07 }, { "score": -3.557069778442383, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.7255530462079798e-07 }, { "score": -3.622377395629883, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.6164622878611616e-07 }, { "score": -3.622706890106201, "text": "\"Distributor')", "probability": 1.6159297602034134e-07 }, { "score": -3.6965296268463135, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor", "probability": 1.5009342644572613e-07 }, { "score": -3.899287462234497, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 1.2254767130487764e-07 }, { "score": -3.9413435459136963, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 1.1750066863917581e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.008550643920898, "probability": 0.9984885458832669 }, { "score": 4.65075159072876, "text": "Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 0.0006366365370556273 }, { "score": 4.059709072113037, "text": "Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 0.0003525372846235736 }, { "score": 2.738102674484253, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda.,", "probability": 9.402399268317423e-05 }, { "score": 2.5891165733337402, "text": "(E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 8.100929408346951e-05 }, { "score": 2.4212539196014404, "text": "Xplore, now a Zebra Affiliate, is the seller of Xplore Products;\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n(F) Xplore wishes to sell Xplore Products to Distributor and Distributor wishes to purchase such products from Xplore pursuant to the terms and conditions of the Distributor Agreement by entering into this Addendum; and\n\n(G) The Parties desire to amend the Distributor Agreement by adding Xplore Products and authorizing Distributor to purchase such products from Xplore for further resale to members of the Zebra PartnerConnect Program in the Market or Territory.", "probability": 6.849092372532647e-05 }, { "score": 2.28983736038208, "text": "Distributor purchases Products from Zebra under the Distributor Agreement;\n\n(C)\u200b Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;\n\n(D) Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 6.0056433404033984e-05 }, { "score": 1.8024919033050537, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;\n\n(C)\u200b Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;\n\n(D) Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 3.688995234641646e-05 }, { "score": 1.7850689888000488, "text": "Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 3.625278860323117e-05 }, { "score": 1.557178020477295, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;\n\n(C)\u200b Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;\n\n(D) Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 2.8864871507507332e-05 }, { "score": 0.9766973853111267, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;\n\n(C)\u200b Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;\n\n(D) Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 1.6153628540110827e-05 }, { "score": 0.9329817295074463, "text": "Xplore, now a Zebra Affiliate, is the seller of Xplore Products", "probability": 1.5462674855831515e-05 }, { "score": 0.8306926488876343, "text": "(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda.,", "probability": 1.39592164204029e-05 }, { "score": 0.7730786800384521, "text": "Xplore, now a Zebra Affiliate, is the seller of Xplore Products", "probability": 1.3177699862270646e-05 }, { "score": 0.7697353363037109, "text": "Xplore, now a Zebra Affiliate, is the seller of Xplore Products;\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n(F) Xplore wishes to sell Xplore Products to Distributor and Distributor wishes to purchase such products from Xplore pursuant to the terms and conditions of the Distributor Agreement by entering into this Addendum; and\n\n(G) The Parties desire to amend the Distributor Agreement by adding Xplore Products and authorizing Distributor to purchase such products from Xplore for further resale to members of the Zebra PartnerConnect Program in the Market or Territory", "probability": 1.3133715849804982e-05 }, { "score": 0.545799732208252, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.049865389780253e-05 }, { "score": 0.41223108768463135, "text": "(Collectively \"Distributor')", "probability": 9.185979959004876e-06 }, { "score": 0.3649072051048279, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda.,", "probability": 8.761389592356256e-06 }, { "score": 0.320310115814209, "text": "The Parties desire to amend the Distributor Agreement by adding Xplore Products and authorizing Distributor to purchase such products from Xplore for further resale to members of the Zebra PartnerConnect Program in the Market or Territory.", "probability": 8.379241793867233e-06 }, { "score": 0.2714707851409912, "text": "On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;\n\n(C)\u200b Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;\n\n(D) Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 7.979837929496616e-06 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.117870330810547, "probability": 0.9947466729732715 }, { "score": 5.712494850158691, "text": "Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 0.0016439676586127068 }, { "score": 4.3399529457092285, "text": "(collectively \"Zebra\")", "probability": 0.0004166831073944412 }, { "score": 4.253439426422119, "text": "Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 0.0003821497239427574 }, { "score": 4.102642059326172, "text": "(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda.,", "probability": 0.0003286571506814199 }, { "score": 3.8992512226104736, "text": "(Collectively \"Distributor')", "probability": 0.000268170849491455 }, { "score": 3.8780648708343506, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;\n\n(C)\u200b Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;\n\n(D) Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 0.0002625490505257985 }, { "score": 3.845149040222168, "text": "Collectively \"Distributor')", "probability": 0.0002540477123077469 }, { "score": 3.7745554447174072, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda.,", "probability": 0.00023673195217916988 }, { "score": 3.773102045059204, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;\n\n(C)\u200b Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;\n\n(D) Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 0.00023638813595250235 }, { "score": 3.7189998626708984, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;\n\n(C)\u200b Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;\n\n(D) Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 0.0002239388258243163 }, { "score": 3.6487221717834473, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 0.0002087412036565013 }, { "score": 3.530782699584961, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda.,", "probability": 0.00018551871240753064 }, { "score": 3.175654888153076, "text": "(Collectively \"Distributor')", "probability": 0.0001300641696082607 }, { "score": 3.016112804412842, "text": "(E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;", "probability": 0.00011088413832489274 }, { "score": 2.964080810546875, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V.,", "probability": 0.00010526214558996914 }, { "score": 2.6199755668640137, "text": "Collectively \"Distributor')", "probability": 7.461552681120413e-05 }, { "score": 2.446096897125244, "text": "Distributor')", "probability": 6.270680346791426e-05 }, { "score": 2.4242098331451416, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 6.134924631223858e-05 }, { "score": 2.416875123977661, "text": "collectively \"Zebra\")", "probability": 6.090091363772984e-05 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.672626495361328, "probability": 0.9999964794354602 }, { "score": -2.7578341960906982, "text": "(collectively \"Zebra\")", "probability": 5.406659524012717e-07 }, { "score": -2.9855947494506836, "text": "The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 4.3054036027488683e-07 }, { "score": -3.042003631591797, "text": "collectively \"Zebra\")", "probability": 4.069263412860095e-07 }, { "score": -3.2837905883789062, "text": "(Collectively \"Distributor')", "probability": 3.195281040782858e-07 }, { "score": -3.5197103023529053, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 2.5237738294317724e-07 }, { "score": -3.5790185928344727, "text": "Distributor purchases Products from Zebra under the Distributor Agreement;\n\n(C)\u200b Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;\n\n(D) Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n(F) Xplore wishes to sell Xplore Products to Distributor and Distributor wishes to purchase such products from Xplore pursuant to the terms and conditions of the Distributor Agreement by entering into this Addendum; and\n\n(G) The Parties desire to amend the Distributor Agreement by adding Xplore Products and authorizing Distributor to purchase such products from Xplore for further resale to members of the Zebra PartnerConnect Program in the Market or Territory.", "probability": 2.3784453077386334e-07 }, { "score": -3.590679168701172, "text": "(Collectively \"Distributor')", "probability": 2.3508723365658703e-07 }, { "score": -3.9120025634765625, "text": "Collectively \"Distributor')", "probability": 1.7048260320641557e-07 }, { "score": -3.968813896179199, "text": "Collectively \"Distributor')", "probability": 1.6106724117359032e-07 }, { "score": -4.139255046844482, "text": "(F) Xplore wishes to sell Xplore Products to Distributor and Distributor wishes to purchase such products from Xplore pursuant to the terms and conditions of the Distributor Agreement by entering into this Addendum; and\n\n(G) The Parties desire to amend the Distributor Agreement by adding Xplore Products and authorizing Distributor to purchase such products from Xplore for further resale to members of the Zebra PartnerConnect Program in the Market or Territory.", "probability": 1.3582683116863016e-07 }, { "score": -4.427108287811279, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.018526879109737e-07 }, { "score": -4.509308338165283, "text": "Distributor')", "probability": 9.381525563775414e-08 }, { "score": -4.5438337326049805, "text": "Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 9.063152299037305e-08 }, { "score": -4.728997230529785, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")", "probability": 7.531193265798083e-08 }, { "score": -4.887755393981934, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.", "probability": 6.425634199725035e-08 }, { "score": -4.9604339599609375, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 5.975195207883413e-08 }, { "score": -5.1645050048828125, "text": "Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")", "probability": 4.8722006951135956e-08 }, { "score": -5.1682209968566895, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 4.854129233932908e-08 }, { "score": -5.193386554718018, "text": "Xplore wishes to sell Xplore Products to Distributor and Distributor wishes to purchase such products from Xplore pursuant to the terms and conditions of the Distributor Agreement by entering into this Addendum; and\n\n(G) The Parties desire to amend the Distributor Agreement by adding Xplore Products and authorizing Distributor to purchase such products from Xplore for further resale to members of the Zebra PartnerConnect Program in the Market or Territory.", "probability": 4.7334966236689e-08 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.052248001098633, "probability": 0.9999935817347283 }, { "score": -1.0480437278747559, "text": "Collectively \"Distributor')", "probability": 2.0446209355113077e-06 }, { "score": -1.1517486572265625, "text": "(Collectively \"Distributor')", "probability": 1.8432079070385739e-06 }, { "score": -1.5014946460723877, "text": "Distributor')", "probability": 1.2992166325715407e-06 }, { "score": -3.4487814903259277, "text": "Collectively \"Distributor", "probability": 1.853470339861649e-07 }, { "score": -3.5524864196777344, "text": "(Collectively \"Distributor", "probability": 1.6708873153742438e-07 }, { "score": -3.9022324085235596, "text": "Distributor", "probability": 1.1777535149438769e-07 }, { "score": -4.032839775085449, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.0335520445967409e-07 }, { "score": -4.095177173614502, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 9.710901796466407e-08 }, { "score": -4.231531143188477, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 8.473089341164622e-08 }, { "score": -4.241415500640869, "text": "\"Distributor')", "probability": 8.389750849627184e-08 }, { "score": -4.3778462409973145, "text": "(Collectively \"Distributor')", "probability": 7.319778614320305e-08 }, { "score": -4.582408905029297, "text": "')", "probability": 5.96564642621655e-08 }, { "score": -4.910336971282959, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 4.2977402155189986e-08 }, { "score": -5.014041900634766, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 3.8743752497385456e-08 }, { "score": -5.046997547149658, "text": "Zebra Brazil", "probability": 3.7487737159313103e-08 }, { "score": -5.050198554992676, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 3.736793047202142e-08 }, { "score": -5.065195083618164, "text": "(\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 3.681172225329798e-08 }, { "score": -5.085988521575928, "text": "ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 3.6054183205482294e-08 }, { "score": -5.2825927734375, "text": "ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 2.9619076915518403e-08 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Source Code Escrow": [ { "text": "", "score": 12.194671630859375, "probability": 0.9999965622377872 }, { "score": -1.4034976959228516, "text": "(Collectively \"Distributor')", "probability": 1.2427638286797353e-06 }, { "score": -2.0851402282714844, "text": "Collectively \"Distributor')", "probability": 6.285719749236831e-07 }, { "score": -2.5909008979797363, "text": "Distributor')", "probability": 3.790582436072037e-07 }, { "score": -3.081223249435425, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 2.321462402259822e-07 }, { "score": -3.676027774810791, "text": "(Collectively \"Distributor", "probability": 1.280682075538067e-07 }, { "score": -3.802631139755249, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.1283872970293674e-07 }, { "score": -3.8222837448120117, "text": "ScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.1064280322719158e-07 }, { "score": -3.866701126098633, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.0583588527623922e-07 }, { "score": -4.251984119415283, "text": "\"Distributor')", "probability": 7.199571827922392e-08 }, { "score": -4.25806188583374, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 7.155947216427027e-08 }, { "score": -4.275816440582275, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 7.030017778330218e-08 }, { "score": -4.357670307159424, "text": "Collectively \"Distributor", "probability": 6.477504759094303e-08 }, { "score": -4.863430976867676, "text": "Distributor", "probability": 3.906237749841936e-08 }, { "score": -4.956609725952148, "text": "Collectively \"Distributor')", "probability": 3.5587022766376796e-08 }, { "score": -4.95745849609375, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 3.555683037903522e-08 }, { "score": -5.173666000366211, "text": "(Collectively \"Distributor')", "probability": 2.8643449204320333e-08 }, { "score": -5.185449600219727, "text": "')", "probability": 2.8307907090059436e-08 }, { "score": -5.2507004737854, "text": "ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 2.6519764747847837e-08 }, { "score": -5.288794040679932, "text": "ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 2.5528531974932897e-08 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Post-Termination Services": [ { "text": "", "score": 12.328608512878418, "probability": 0.9999958424245512 }, { "score": -0.9455053210258484, "text": "With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 1.718398180461967e-06 }, { "score": -1.8737112283706665, "text": "Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference. The terms of the Distribution Agreement will apply to all areas not covered by Exhibit B.\n\n4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 6.792178653114091e-07 }, { "score": -2.3577444553375244, "text": "c. Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference. The terms of the Distribution Agreement will apply to all areas not covered by Exhibit B.\n\n4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 4.185970284254399e-07 }, { "score": -3.172785520553589, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 1.852798983824119e-07 }, { "score": -3.280963897705078, "text": "(Collectively \"Distributor')", "probability": 1.6628268617439533e-07 }, { "score": -3.3395214080810547, "text": "Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference.", "probability": 1.5682519201979033e-07 }, { "score": -3.6595606803894043, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 1.1387398999180359e-07 }, { "score": -3.770324230194092, "text": "Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 1.0193434568548453e-07 }, { "score": -3.807150363922119, "text": "Collectively \"Distributor')", "probability": 9.824877697318173e-08 }, { "score": -3.823554515838623, "text": "c. Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference.", "probability": 9.665023630866311e-08 }, { "score": -4.2767415046691895, "text": "4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 6.143081988949754e-08 }, { "score": -4.411393642425537, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 5.369175889301664e-08 }, { "score": -4.445606708526611, "text": "Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference. The terms of the Distribution Agreement will apply to all areas not covered by Exhibit B.\n\n4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 5.188586788246749e-08 }, { "score": -4.499729156494141, "text": "ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 4.915231813560732e-08 }, { "score": -4.518977165222168, "text": "The terms of the Distribution Agreement will apply to all areas not covered by Exhibit B.\n\n4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 4.8215280867627966e-08 }, { "score": -4.551444053649902, "text": "Distributor')", "probability": 4.6675019762489175e-08 }, { "score": -4.652255058288574, "text": "Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference. The terms of the Distribution Agreement will apply to all areas not covered by Exhibit B.", "probability": 4.219906684818921e-08 }, { "score": -4.78264856338501, "text": "(\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 3.704022940131701e-08 }, { "score": -4.92963981628418, "text": "c. Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference. The terms of the Distribution Agreement will apply to all areas not covered by Exhibit B.\n\n4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 3.197688666810447e-08 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Audit Rights": [ { "text": "", "score": 12.271560668945312, "probability": 0.9999998072181805 }, { "score": -4.559605598449707, "text": "(Collectively \"Distributor')", "probability": 4.9013676762644935e-08 }, { "score": -4.929062366485596, "text": "Collectively \"Distributor')", "probability": 3.387382555831681e-08 }, { "score": -5.263957977294922, "text": "Distributor')", "probability": 2.4233767163633635e-08 }, { "score": -5.529384613037109, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.8584359914498944e-08 }, { "score": -6.11189079284668, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.0379307725195639e-08 }, { "score": -6.459322452545166, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 7.3329839668708425e-09 }, { "score": -6.537891387939453, "text": "Commencing on the Effective Date hereof, Xplore Products will be considered for all intents and purposes of the Distributor Agreement as Products and the purchase and sale thereof will be conducted in accordance with, and be subject to the terms and conditions of the Distributor Agreement, unless otherwise set out in this section:", "probability": 6.778891461154124e-09 }, { "score": -6.616744041442871, "text": "(Collectively \"Distributor')", "probability": 6.264889395085006e-09 }, { "score": -6.980587482452393, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 4.354098096526997e-09 }, { "score": -7.002874851226807, "text": "\"Distributor')", "probability": 4.258130115913125e-09 }, { "score": -7.1019439697265625, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 3.856503737338974e-09 }, { "score": -7.172187805175781, "text": "(\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 3.594903579332398e-09 }, { "score": -7.252043724060059, "text": "ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 3.3189924274491473e-09 }, { "score": -7.318090438842773, "text": "(Collectively \"Distributor", "probability": 3.1068661097200042e-09 }, { "score": -7.3790459632873535, "text": "ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 2.923141844363107e-09 }, { "score": -7.404510974884033, "text": "ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 2.849643789518345e-09 }, { "score": -7.416850566864014, "text": "')", "probability": 2.8146964095114172e-09 }, { "score": -7.471401214599609, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.6652657217463203e-09 }, { "score": -7.504739284515381, "text": "3. Commencing on the Effective Date hereof, Xplore Products will be considered for all intents and purposes of the Distributor Agreement as Products and the purchase and sale thereof will be conducted in accordance with, and be subject to the terms and conditions of the Distributor Agreement, unless otherwise set out in this section:", "probability": 2.577875707786112e-09 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Uncapped Liability": [ { "text": "", "score": 12.331670761108398, "probability": 0.9999995785807629 }, { "score": -3.334806203842163, "text": "(Collectively \"Distributor')", "probability": 1.570852184204233e-07 }, { "score": -4.178055763244629, "text": "Collectively \"Distributor')", "probability": 6.759532955060635e-08 }, { "score": -5.027409076690674, "text": "Distributor')", "probability": 2.8909942807396587e-08 }, { "score": -5.138587474822998, "text": "With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 2.586801283082459e-08 }, { "score": -5.412975311279297, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.966065328159816e-08 }, { "score": -5.591449737548828, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.6447030050517576e-08 }, { "score": -5.651178359985352, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.5493433584166355e-08 }, { "score": -5.834368705749512, "text": "ScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.2899982421201955e-08 }, { "score": -5.925299644470215, "text": "(collectively \"Zebra\")", "probability": 1.1778725846633598e-08 }, { "score": -6.2812819480896, "text": "ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 8.250820965200402e-09 }, { "score": -6.293367385864258, "text": "\"Distributor')", "probability": 8.151706310202877e-09 }, { "score": -6.342196464538574, "text": "(Collectively \"Distributor", "probability": 7.763227711199995e-09 }, { "score": -6.480795860290527, "text": "(Collectively \"Distributor')", "probability": 6.758485281262907e-09 }, { "score": -6.509282112121582, "text": "4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 6.568677656481708e-09 }, { "score": -6.516643524169922, "text": "collectively \"Zebra\")", "probability": 6.5205004573084084e-09 }, { "score": -6.542247772216797, "text": "ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 6.355667167414995e-09 }, { "score": -6.694939613342285, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.", "probability": 5.455667851750879e-09 }, { "score": -6.74470329284668, "text": "(\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 5.190818342716008e-09 }, { "score": -6.851434707641602, "text": "Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 4.665336416838615e-09 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Cap On Liability": [ { "text": "", "score": 12.159357070922852, "probability": 0.9999998985546278 }, { "score": -5.841261863708496, "text": "(Collectively \"Distributor')", "probability": 1.5220554755308068e-08 }, { "score": -5.9876604080200195, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.3147718645752777e-08 }, { "score": -6.374887466430664, "text": "(Collectively \"Distributor')", "probability": 8.926471590357774e-09 }, { "score": -6.527475357055664, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 7.663228020051376e-09 }, { "score": -6.615261077880859, "text": "Collectively \"Distributor')", "probability": 7.019188314919435e-09 }, { "score": -6.707941055297852, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 6.397885910300963e-09 }, { "score": -6.887558937072754, "text": "Distributor has the right to cancel, reschedule or modify all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such cancellation or modification request is made within [*****] business days of PO acceptance or rescheduling request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order.", "probability": 5.346005932933688e-09 }, { "score": -6.939662933349609, "text": "Distributor')", "probability": 5.074589988539557e-09 }, { "score": -7.009369373321533, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 4.732905531836683e-09 }, { "score": -7.110321998596191, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 4.278432336511146e-09 }, { "score": -7.263693809509277, "text": "(collectively \"Zebra\")", "probability": 3.6700851193059854e-09 }, { "score": -7.356565475463867, "text": "ScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 3.344586903071825e-09 }, { "score": -7.419256210327148, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties.", "probability": 3.1413494044669154e-09 }, { "score": -7.428276062011719, "text": "Collectively \"Distributor')", "probability": 3.1131423019284316e-09 }, { "score": -7.703481674194336, "text": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days,", "probability": 2.3641699560548154e-09 }, { "score": -7.788370132446289, "text": "Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days,", "probability": 2.171761375599828e-09 }, { "score": -7.822526931762695, "text": "b. Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.\n\nc. Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference. The terms of the Distribution Agreement will apply to all areas not covered by Exhibit B.\n\n4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 2.0988335390606354e-09 }, { "score": -7.918550491333008, "text": "(\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.9066698251037573e-09 }, { "score": -7.960799694061279, "text": "Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "probability": 1.8277925291769316e-09 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Liquidated Damages": [ { "text": "", "score": 12.111154556274414, "probability": 0.9999998537708362 }, { "score": -5.118705749511719, "text": "(Collectively \"Distributor')", "probability": 3.289778679800171e-08 }, { "score": -5.464398384094238, "text": "Collectively \"Distributor')", "probability": 2.3282750170291035e-08 }, { "score": -5.828668594360352, "text": "Distributor')", "probability": 1.6174606947350488e-08 }, { "score": -6.012622833251953, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.345685041862557e-08 }, { "score": -6.230480194091797, "text": "(Collectively \"Distributor')", "probability": 1.0822539394155973e-08 }, { "score": -6.477232933044434, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 8.45601651315043e-09 }, { "score": -6.857775688171387, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 5.779605606989861e-09 }, { "score": -7.103663444519043, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 4.519709355624858e-09 }, { "score": -7.197847366333008, "text": "ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 4.113456892732556e-09 }, { "score": -7.327033042907715, "text": "\"Distributor')", "probability": 3.6149502432090613e-09 }, { "score": -7.328364372253418, "text": "')", "probability": 3.6101407560830713e-09 }, { "score": -7.353461265563965, "text": "ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 3.520664917818978e-09 }, { "score": -7.493647575378418, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 3.0601488515066227e-09 }, { "score": -7.696185111999512, "text": "Collectively \"Distributor')", "probability": 2.4990883926688895e-09 }, { "score": -7.799600601196289, "text": "(collectively \"Zebra\")", "probability": 2.2535585243757084e-09 }, { "score": -7.824263095855713, "text": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "probability": 2.1986599004076415e-09 }, { "score": -7.886244773864746, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.0665206766932547e-09 }, { "score": -7.900066375732422, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement", "probability": 2.0381545349869596e-09 }, { "score": -7.989410400390625, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.863955297694352e-09 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Warranty Duration": [ { "text": "", "score": 11.864507675170898, "probability": 0.555862750376194 }, { "score": 11.456949234008789, "text": "Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 0.3698002410435362 }, { "score": 9.682998657226562, "text": "Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 0.06274082762319161 }, { "score": 7.811402320861816, "text": "Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications", "probability": 0.009654422085861163 }, { "score": 5.153661251068115, "text": "b. Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 0.0006768368585324037 }, { "score": 4.488593101501465, "text": "Commencing on the Effective Date hereof, Xplore Products will be considered for all intents and purposes of the Distributor Agreement as Products and the purchase and sale thereof will be conducted in accordance with, and be subject to the terms and conditions of the Distributor Agreement, unless otherwise set out in this section:\n\na. The actual sale of Xplore Products (or any part thereof) is subject to Zebra obtaining the relevant regulatory approvals for the sale of Xplore Products in and into the Market or Territory (or any portion thereof) and shall commence only upon the attainment of such approvals. b. Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 0.0003480555582756005 }, { "score": 4.373953342437744, "text": "b. Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 0.00031035672390663594 }, { "score": 3.3961362838745117, "text": "Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications", "probability": 0.0001167348705391618 }, { "score": 2.94197940826416, "text": "The actual sale of Xplore Products (or any part thereof) is subject to Zebra obtaining the relevant regulatory approvals for the sale of Xplore Products in and into the Market or Territory (or any portion thereof) and shall commence only upon the attainment of such approvals. b. Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 7.412467138190512e-05 }, { "score": 2.8244223594665527, "text": "3. Commencing on the Effective Date hereof, Xplore Products will be considered for all intents and purposes of the Distributor Agreement as Products and the purchase and sale thereof will be conducted in accordance with, and be subject to the terms and conditions of the Distributor Agreement, unless otherwise set out in this section:\n\na. The actual sale of Xplore Products (or any part thereof) is subject to Zebra obtaining the relevant regulatory approvals for the sale of Xplore Products in and into the Market or Territory (or any portion thereof) and shall commence only upon the attainment of such approvals. b. Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 6.590348842352607e-05 }, { "score": 2.77905011177063, "text": "/.", "probability": 6.298012040812982e-05 }, { "score": 2.6293792724609375, "text": "Z", "probability": 5.4225337903896965e-05 }, { "score": 2.208251714706421, "text": "Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 3.558843517526611e-05 }, { "score": 2.1142468452453613, "text": "Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at:", "probability": 3.239538132673574e-05 }, { "score": 2.096676826477051, "text": "will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 3.183116502894023e-05 }, { "score": 2.074829339981079, "text": "Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 3.114327576779498e-05 }, { "score": 1.973264217376709, "text": "Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 2.8135531200538262e-05 }, { "score": 1.894517421722412, "text": "ebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 2.6004937854492594e-05 }, { "score": 1.814206838607788, "text": "approvals for the sale of Xplore Products in and into the Market or Territory (or any portion thereof) and shall commence only upon the attainment of such approvals. b. Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.", "probability": 2.3998128649137692e-05 }, { "score": 1.7908620834350586, "text": "Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc", "probability": 2.344438684251685e-05 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Insurance": [ { "text": "", "score": 12.060373306274414, "probability": 0.9998789121483372 }, { "score": 1.977552890777588, "text": "Collectively \"Distributor')", "probability": 4.178632142265824e-05 }, { "score": 1.6953222751617432, "text": "Distributor')", "probability": 3.1511054843234294e-05 }, { "score": 1.3345587253570557, "text": "(Collectively \"Distributor')", "probability": 2.1967737106956295e-05 }, { "score": 0.45293277502059937, "text": "Collectively \"Distributor", "probability": 9.097038595806843e-06 }, { "score": 0.17070215940475464, "text": "Distributor", "probability": 6.860074597235336e-06 }, { "score": -0.19006139039993286, "text": "(Collectively \"Distributor", "probability": 4.782458601779612e-06 }, { "score": -1.6017502546310425, "text": "Notwithstanding anything to the contrary contained in the Distribution Agreement, and unless notified by Xplore otherwise, shipping terms for Xplore Products will be Delivery Duty Paid (DDP) INCOTERMS\u00ae 2010, whereby Distributor's price, includes all costs of delivery, insurance, import and / or export duties and tariffs.", "probability": 1.165634882240231e-06 }, { "score": -1.7563421726226807, "text": "\"Distributor')", "probability": 9.986748626546967e-07 }, { "score": -2.4236388206481934, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 5.124138579520513e-07 }, { "score": -2.705869436264038, "text": "Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 3.8641116591815997e-07 }, { "score": -2.7506861686706543, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 3.6947580830774024e-07 }, { "score": -2.915637969970703, "text": "Collectively", "probability": 3.1329131154694914e-07 }, { "score": -3.0666329860687256, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.693841558244497e-07 }, { "score": -3.2809622287750244, "text": "\"Distributor", "probability": 2.174152689787351e-07 }, { "score": -3.414562702178955, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.9022521899609938e-07 }, { "score": -3.526212692260742, "text": "ributor')", "probability": 1.7012930119821398e-07 }, { "score": -3.550243377685547, "text": "')", "probability": 1.6608970895944489e-07 }, { "score": -3.5586321353912354, "text": "(Collectively", "probability": 1.6470225029727208e-07 }, { "score": -3.591864824295044, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.5931870200614838e-07 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.11775016784668, "probability": 0.9999995769030916 }, { "score": -4.534001350402832, "text": "(Collectively \"Distributor')", "probability": 5.864567885654127e-08 }, { "score": -4.677643775939941, "text": "(Collectively \"Distributor')", "probability": 5.0798735882029035e-08 }, { "score": -4.779481887817383, "text": "In the event of a conflict between the Distributor Agreement with this Addendum, the terms of this Addendum shall take precedence.", "probability": 4.588018654498065e-08 }, { "score": -5.015841484069824, "text": "Collectively \"Distributor')", "probability": 3.6222256919593205e-08 }, { "score": -5.116852760314941, "text": "Collectively \"Distributor')", "probability": 3.274212534498616e-08 }, { "score": -5.278958320617676, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 2.7842313319445906e-08 }, { "score": -5.418447494506836, "text": "(collectively \"Zebra\")", "probability": 2.421731205301029e-08 }, { "score": -5.489405632019043, "text": "collectively \"Zebra\")", "probability": 2.255844764011407e-08 }, { "score": -5.644039154052734, "text": "Distributor')", "probability": 1.9326478370278703e-08 }, { "score": -5.6496381759643555, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 1.921857136315602e-08 }, { "score": -5.898622035980225, "text": "Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.498265516964634e-08 }, { "score": -5.939942836761475, "text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 1.4376176247390149e-08 }, { "score": -6.182441711425781, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.128047702444566e-08 }, { "score": -6.343592643737793, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")", "probability": 9.601531358520539e-09 }, { "score": -6.396254539489746, "text": "ScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 9.10897969378725e-09 }, { "score": -6.6216511726379395, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 7.2707836160558155e-09 }, { "score": -6.71441650390625, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to:", "probability": 6.626645657092961e-09 }, { "score": -6.7463884353637695, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 6.418130081029671e-09 }, { "score": -6.817191123962402, "text": "ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')", "probability": 5.979423281196725e-09 } ], "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.039875030517578, "probability": 0.9999534202785763 }, { "score": 0.03478872776031494, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 6.112755627648422e-06 }, { "score": -0.05178903043270111, "text": "(Collectively \"Distributor')", "probability": 5.605789574134736e-06 }, { "score": -0.07535456120967865, "text": "Collectively \"Distributor')", "probability": 5.47523055561596e-06 }, { "score": -0.09427940845489502, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 5.372586974231385e-06 }, { "score": -0.6378414630889893, "text": "(Collectively \"Distributor')", "probability": 3.119733194406211e-06 }, { "score": -0.8242045640945435, "text": "By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor.", "probability": 2.5892917495563736e-06 }, { "score": -0.8860093355178833, "text": "Collectively \"Distributor')", "probability": 2.434106165015447e-06 }, { "score": -1.049979567527771, "text": "Distributor')", "probability": 2.0659896874115112e-06 }, { "score": -1.061035394668579, "text": "(collectively \"Zebra\")", "probability": 2.043274262834121e-06 }, { "score": -1.1098201274871826, "text": "Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\");\n\nZebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda.,", "probability": 1.9459860577177327e-06 }, { "score": -1.445600152015686, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.3909525422312196e-06 }, { "score": -1.4986342191696167, "text": "(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.3191066503887515e-06 }, { "score": -1.5221997499465942, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.2883846143011004e-06 }, { "score": -1.69376802444458, "text": "Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "probability": 1.0852614461902202e-06 }, { "score": -1.7482930421829224, "text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda.,", "probability": 1.027671850458115e-06 }, { "score": -1.793244481086731, "text": "(Collectively \"Distributor", "probability": 9.824994112787028e-07 }, { "score": -1.8108158111572266, "text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;", "probability": 9.65386379498139e-07 }, { "score": -1.8168100118637085, "text": "Collectively \"Distributor", "probability": 9.596169685584688e-07 }, { "score": -2.00362229347229, "text": "collectively \"Zebra\")", "probability": 7.960977120562447e-07 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Document Name": [ { "text": "", "score": 10.466020584106445, "probability": 0.9995570828113259 }, { "score": 2.244661808013916, "text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK", "probability": 0.0002687304322520851 }, { "score": 1.156646490097046, "text": "ADDENDUM", "probability": 9.053110095669581e-05 }, { "score": 0.4373934268951416, "text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document", "probability": 4.409914460036262e-05 }, { "score": -1.236952781677246, "text": "ADDENDUM REQUIRED BY", "probability": 8.265532660065222e-06 }, { "score": -1.3127837181091309, "text": "ADDENDUM REQUIRED", "probability": 7.661924868058878e-06 }, { "score": -2.27329683303833, "text": "ADD", "probability": 2.93219158750683e-06 }, { "score": -2.314037799835205, "text": "ADDENDUM REQU", "probability": 2.815132018503917e-06 }, { "score": -2.325146436691284, "text": "DEPARTMENT OF LAW OF THE STATE OF NEW YORK", "probability": 2.7840327940118624e-06 }, { "score": -2.3537697792053223, "text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 2.7054741389157046e-06 }, { "score": -2.3660778999328613, "text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document", "probability": 2.6723789243349742e-06 }, { "score": -2.7454471588134766, "text": "REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK", "probability": 1.8286898833677908e-06 }, { "score": -3.0580906867980957, "text": "ADDENDUM RE", "probability": 1.3377060871305679e-06 }, { "score": -3.0849766731262207, "text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself:", "probability": 1.302219720152423e-06 }, { "score": -3.238529682159424, "text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION", "probability": 1.1168556441224084e-06 }, { "score": -3.3022189140319824, "text": "ADDEND", "probability": 1.0479417942517934e-06 }, { "score": -3.420654773712158, "text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself", "probability": 9.308959074932316e-07 }, { "score": -3.494823932647705, "text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 8.643504542316027e-07 }, { "score": -3.6946868896484375, "text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW", "probability": 7.077672862221146e-07 }, { "score": -3.887899875640869, "text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 5.834170964724705e-07 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Parties": [ { "text": "", "score": 10.9029541015625, "probability": 0.4757438028171336 }, { "score": 9.207036018371582, "text": "MASTER FRANCHISEE: THE GRILLED CHEESE TRUCK, INC.", "probability": 0.08726604113791787 }, { "score": 9.006502151489258, "text": "ATTEST KIOSK CONCEPTS, INC.: By: Witness Name: Title: MASTER FRANCHISEE: THE GRILLED CHEESE TRUCK, INC.", "probability": 0.07140925836272552 }, { "score": 8.952657699584961, "text": "ATTEST KIOSK CONCEPTS, INC.:", "probability": 0.06766594856521799 }, { "score": 8.582389831542969, "text": "MASTER FRANCHISEE", "probability": 0.04672667542953541 }, { "score": 8.529784202575684, "text": "KIOSK CONCEPTS, INC.: By: Witness Name: Title: MASTER FRANCHISEE: THE GRILLED CHEESE TRUCK, INC.", "probability": 0.04433212488599127 }, { "score": 8.475939750671387, "text": "KIOSK CONCEPTS, INC.:", "probability": 0.04200821225568335 }, { "score": 8.386297225952148, "text": "THE GRILLED CHEESE TRUCK, INC.", "probability": 0.038406342082227395 }, { "score": 8.381855964660645, "text": "ATTEST KIOSK CONCEPTS, INC.: By: Witness Name: Title: MASTER FRANCHISEE", "probability": 0.038236147700403456 }, { "score": 7.905137538909912, "text": "KIOSK CONCEPTS, INC.: By: Witness Name: Title: MASTER FRANCHISEE", "probability": 0.023737662392762676 }, { "score": 7.388571739196777, "text": "KIOSK CONCEPTS, INC.:", "probability": 0.014161076616195999 }, { "score": 7.260014533996582, "text": "GRILLED CHEESE TRUCK, INC.", "probability": 0.012452730453414721 }, { "score": 7.043142795562744, "text": "KIOSK CONCEPTS, INC.: By: Witness Name: Title: MASTER FRANCHISEE: THE GRILLED CHEESE TRUCK, INC.", "probability": 0.010024861663631984 }, { "score": 6.852189064025879, "text": "KIOSK CONCEPTS, INC.: By: Witness Name: Title: MASTER FRANCHISEE", "probability": 0.008282248110060267 }, { "score": 6.523313522338867, "text": "ATTEST", "probability": 0.0059610038656906965 }, { "score": 6.509463787078857, "text": "MASTER FRANCHISEE: THE GRILLED CHEESE TRUCK, INC.", "probability": 0.0058790146155323665 }, { "score": 6.318510055541992, "text": "MASTER FRANCHISEE", "probability": 0.004857070284086976 }, { "score": 4.802950859069824, "text": "THE GRILLED CHEESE TRUCK, INC.", "probability": 0.0010670269582512613 }, { "score": 4.666538238525391, "text": "MASTER FRANCHISEE:", "probability": 0.000930962405700039 }, { "score": 4.577658653259277, "text": "MASTER FRANCHISEE: THE GRILLED CHEESE TRUCK, INC", "probability": 0.0008517893978374711 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Agreement Date": [ { "score": 11.328441619873047, "text": "this ______ day of ______________, 2015", "probability": 0.5052635876715903 }, { "text": "", "score": 10.733620643615723, "probability": 0.27873437646063165 }, { "score": 9.874944686889648, "text": "______ day of ______________, 2015", "probability": 0.11810609325533972 }, { "score": 9.590189933776855, "text": "______________, 2015", "probability": 0.08883925052819765 }, { "score": 5.976352214813232, "text": "this ______ day of ______________", "probability": 0.002394060417406728 }, { "score": 5.715750694274902, "text": "this ______ day of ______________, 2015.", "probability": 0.0018448340419626797 }, { "score": 5.500357151031494, "text": "day of ______________, 2015", "probability": 0.0014873496534933163 }, { "score": 4.522855281829834, "text": "______ day of ______________", "probability": 0.0005596150797649396 }, { "score": 4.415500164031982, "text": "of ______________, 2015", "probability": 0.0005026499845077198 }, { "score": 4.262253761291504, "text": "______ day of ______________, 2015.", "probability": 0.0004312326213823477 }, { "score": 4.238100051879883, "text": "______________", "probability": 0.0004209415381879074 }, { "score": 3.9774985313415527, "text": "______________, 2015.", "probability": 0.0003243724651553994 }, { "score": 3.843536138534546, "text": ", 2015", "probability": 0.00028370360435138654 }, { "score": 3.640801429748535, "text": "______________, 2015", "probability": 0.00023164252382169961 }, { "score": 2.9218404293060303, "text": "2015", "probability": 0.00011286973174633588 }, { "score": 2.909727096557617, "text": "______, 2015", "probability": 0.0001115107506408545 }, { "score": 2.821564197540283, "text": "IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015", "probability": 0.00010210054933704055 }, { "score": 2.684542655944824, "text": "this", "probability": 8.902672129536053e-05 }, { "score": 2.6577067375183105, "text": "this ______ day of ______________,", "probability": 8.666937965045359e-05 }, { "score": 2.501197338104248, "text": "this ______", "probability": 7.411302153661132e-05 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Effective Date": [ { "text": "", "score": 11.629921913146973, "probability": 0.704800539861573 }, { "score": 9.89983081817627, "text": "______________, 2015", "probability": 0.12493876604417281 }, { "score": 9.895930290222168, "text": "this ______ day of ______________, 2015", "probability": 0.1244523880767465 }, { "score": 8.731151580810547, "text": "______ day of ______________, 2015", "probability": 0.038828111530238005 }, { "score": 5.372425079345703, "text": "______________, 2015.", "probability": 0.0013504231756816278 }, { "score": 5.368524551391602, "text": "this ______ day of ______________, 2015.", "probability": 0.0013451660717406363 }, { "score": 4.88939094543457, "text": "IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015", "probability": 0.0008330878942193337 }, { "score": 4.887849807739258, "text": "day of ______________, 2015", "probability": 0.0008318049798897816 }, { "score": 4.501248359680176, "text": "of ______________, 2015", "probability": 0.0005650965300025838 }, { "score": 4.203746318817139, "text": "______ day of ______________, 2015.", "probability": 0.0004196808431941249 }, { "score": 4.036571025848389, "text": "______________, 2015", "probability": 0.0003550715194002067 }, { "score": 3.933493137359619, "text": "______________", "probability": 0.0003202946469284042 }, { "score": 3.9295926094055176, "text": "this ______ day of ______________", "probability": 0.0003190477620400463 }, { "score": 3.365386724472046, "text": ", 2015", "probability": 0.00018147809013476806 }, { "score": 3.348191738128662, "text": "______, 2015", "probability": 0.00017838425233124682 }, { "score": 2.7648143768310547, "text": "______ day of ______________", "probability": 9.954029959951463e-05 }, { "score": 2.487743854522705, "text": "2015", "probability": 7.545165054294444e-05 }, { "score": 2.1674842834472656, "text": "Addendum dated this ______ day of ______________, 2015", "probability": 5.4774923556116553e-05 }, { "score": 1.4419074058532715, "text": "dated this ______ day of ______________, 2015", "probability": 2.651354176016069e-05 }, { "score": 1.357945442199707, "text": "______________,", "probability": 2.4378306248142456e-05 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Expiration Date": [ { "text": "", "score": 11.829339027404785, "probability": 0.9999997344441686 }, { "score": -3.6824488639831543, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.8336481261703844e-07 }, { "score": -5.732056617736816, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3614712439554696e-08 }, { "score": -6.032680988311768, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.7483289791142307e-08 }, { "score": -6.3669891357421875, "text": ":", "probability": 1.251511868481109e-08 }, { "score": -6.968778610229492, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.856162848805188e-09 }, { "score": -7.57706880569458, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.731677029178205e-09 }, { "score": -7.79531192779541, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.0000069825748446e-09 }, { "score": -7.927161693572998, "text": "ten year period immediately before the date of the disclosure document:", "probability": 2.6294241041684008e-09 }, { "score": -7.9573564529418945, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.5512159560969863e-09 }, { "score": -7.979660511016846, "text": " Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.494943373537358e-09 }, { "score": -8.02192211151123, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3917000533632448e-09 }, { "score": -8.910640716552734, "text": "Neither", "probability": 9.834247342345128e-10 }, { "score": -8.922706604003906, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 9.716301412833476e-10 }, { "score": -9.251690864562988, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U", "probability": 6.99237851561777e-10 }, { "score": -9.50364875793457, "text": "Neither the Franchisor", "probability": 5.435018253326308e-10 }, { "score": -9.593301773071289, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the", "probability": 4.968956527841887e-10 }, { "score": -9.678653717041016, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period", "probability": 4.562441605073892e-10 }, { "score": -9.831465721130371, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under", "probability": 3.915902849870557e-10 }, { "score": -9.860871315002441, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code;", "probability": 3.802429946526371e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Renewal Term": [ { "text": "", "score": 11.521631240844727, "probability": 0.9999998431147363 }, { "score": -4.602640151977539, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.938431329140944e-08 }, { "score": -6.650304794311523, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.282414400916863e-08 }, { "score": -6.744019508361816, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1676928020403213e-08 }, { "score": -7.125373840332031, "text": ":", "probability": 7.974592888343986e-09 }, { "score": -7.145759582519531, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.813670725477936e-09 }, { "score": -7.905536651611328, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 3.6550061930494493e-09 }, { "score": -8.181892395019531, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.7724794945396594e-09 }, { "score": -8.355707168579102, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3301374811849614e-09 }, { "score": -8.607885360717773, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.810764403496749e-09 }, { "score": -9.307001113891602, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 8.9999445690144e-10 }, { "score": -9.317638397216797, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 8.904716988031679e-10 }, { "score": -9.42147159576416, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership", "probability": 8.026494935352033e-10 }, { "score": -9.558073043823242, "text": "Neither", "probability": 7.001654570835672e-10 }, { "score": -9.636802673339844, "text": "Neither the Franchisor", "probability": 6.471557842333e-10 }, { "score": -9.721763610839844, "text": "(B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 5.944437577455133e-10 }, { "score": -9.72237777709961, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period", "probability": 5.940787825353799e-10 }, { "score": -9.766423225402832, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 5.684802049501501e-10 }, { "score": -9.937644958496094, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 4.790211542047517e-10 }, { "score": -9.963561058044434, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 4.667662794654355e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.848894119262695, "probability": 0.9999998041693755 }, { "score": -4.197540283203125, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.0742911542195966e-07 }, { "score": -5.737506866455078, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3031541715853027e-08 }, { "score": -5.785419940948486, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.1954048861743105e-08 }, { "score": -6.601974964141846, "text": ":", "probability": 9.702625875718076e-09 }, { "score": -6.949854373931885, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.851839442112366e-09 }, { "score": -7.435912609100342, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.2141963658953014e-09 }, { "score": -7.477434158325195, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.042799362488923e-09 }, { "score": -7.649109363555908, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.4050586301635846e-09 }, { "score": -7.997357368469238, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.4037118659216323e-09 }, { "score": -7.9998779296875, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3976607922669606e-09 }, { "score": -8.009773254394531, "text": "ten year period immediately before the date of the disclosure document:", "probability": 2.3740521603705205e-09 }, { "score": -8.036603927612305, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3112016734732216e-09 }, { "score": -8.03842830657959, "text": " Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.306989009667043e-09 }, { "score": -9.06294059753418, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 8.281432969005865e-10 }, { "score": -9.315628051757812, "text": "Neither the Franchisor", "probability": 6.432276782714807e-10 }, { "score": -9.387422561645508, "text": "Neither", "probability": 5.986662350255612e-10 }, { "score": -9.453079223632812, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.", "probability": 5.606223899543473e-10 }, { "score": -9.798230171203613, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge", "probability": 3.969842588430078e-10 }, { "score": -9.846864700317383, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 3.7813909363658043e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Governing Law": [ { "text": "", "score": 12.269786834716797, "probability": 0.9999994851259235 }, { "score": -3.750680923461914, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1025518733674058e-07 }, { "score": -3.809462547302246, "text": "STATE OF NEW YORK", "probability": 1.0396101156481664e-07 }, { "score": -4.381943225860596, "text": "NEW YORK", "probability": 5.864693188733853e-08 }, { "score": -4.652365207672119, "text": "THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK", "probability": 4.4750977125236075e-08 }, { "score": -4.676555156707764, "text": "THE STATE OF NEW YORK", "probability": 4.368144142931901e-08 }, { "score": -4.932616710662842, "text": "DEPARTMENT OF LAW OF THE STATE OF NEW YORK", "probability": 3.3813555645631834e-08 }, { "score": -4.96953010559082, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.258813880289159e-08 }, { "score": -5.239373207092285, "text": "OF THE STATE OF NEW YORK", "probability": 2.4881020409241046e-08 }, { "score": -5.634781837463379, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.", "probability": 1.675499880541466e-08 }, { "score": -6.232322692871094, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.21797880033888e-09 }, { "score": -6.462446689605713, "text": "OF NEW YORK", "probability": 7.323085809005713e-09 }, { "score": -6.571471214294434, "text": "YORK", "probability": 6.566672747305224e-09 }, { "score": -6.586031436920166, "text": "LAW OF THE STATE OF NEW YORK", "probability": 6.471753231739386e-09 }, { "score": -6.932971477508545, "text": ":", "probability": 4.574543946103273e-09 }, { "score": -7.435546398162842, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.7674659698998315e-09 }, { "score": -7.476633071899414, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.656064233060529e-09 }, { "score": -7.482350826263428, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.6409208445452487e-09 }, { "score": -7.886992931365967, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.7620634833173409e-09 }, { "score": -8.008623123168945, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.560264509385236e-09 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Most Favored Nation": [ { "text": "", "score": 12.106039047241211, "probability": 0.9999997043526673 }, { "score": -4.2610764503479, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.795642710261635e-08 }, { "score": -4.270927906036377, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.7192213305208e-08 }, { "score": -5.238509178161621, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.933312184328819e-08 }, { "score": -5.688429355621338, "text": ":", "probability": 1.870511729262117e-08 }, { "score": -6.010842323303223, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 1.3549967797499743e-08 }, { "score": -6.327628135681152, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.870972291558715e-09 }, { "score": -6.330548286437988, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 9.842189609689101e-09 }, { "score": -6.513901233673096, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.193369752084089e-09 }, { "score": -6.633307933807373, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.2711797892043596e-09 }, { "score": -6.649734973907471, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.152711532652268e-09 }, { "score": -6.66201639175415, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.0654033252831835e-09 }, { "score": -6.954128265380859, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 5.275630660332505e-09 }, { "score": -7.089760780334473, "text": "real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.606487858002927e-09 }, { "score": -7.228114604949951, "text": "including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.011286003801593e-09 }, { "score": -7.249753475189209, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.9254186927944924e-09 }, { "score": -7.271347522735596, "text": "or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.841561679606391e-09 }, { "score": -7.3431806564331055, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.5752883764167998e-09 }, { "score": -7.828301429748535, "text": ":", "probability": 2.201029189338236e-09 }, { "score": -7.885841369628906, "text": "The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 2.077956844028549e-09 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Compete": [ { "text": "", "score": 11.698480606079102, "probability": 0.999894167859912 }, { "score": 1.495134949684143, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.70422466941703e-05 }, { "score": 1.342743158340454, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 3.180639189212992e-05 }, { "score": 0.9336649775505066, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 2.1127786961114712e-05 }, { "score": -0.2923095226287842, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.200404869899508e-06 }, { "score": -1.9704163074493408, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership", "probability": 1.1577839692496476e-06 }, { "score": -2.1620676517486572, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 9.55860270092705e-07 }, { "score": -2.185609817504883, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 9.336200676203303e-07 }, { "score": -2.197977066040039, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 9.22144860833411e-07 }, { "score": -2.306715965270996, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.271312824711398e-07 }, { "score": -2.308842420578003, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 8.253742935072555e-07 }, { "score": -2.438610315322876, "text": "Neither the Franchisor", "probability": 7.249256354521779e-07 }, { "score": -2.5589540004730225, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.427304263157948e-07 }, { "score": -2.6625516414642334, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.794780309238856e-07 }, { "score": -2.699397325515747, "text": "Neither", "probability": 5.58515330533649e-07 }, { "score": -2.7596747875213623, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 5.258440077836681e-07 }, { "score": -3.153932809829712, "text": ":", "probability": 3.545135553907695e-07 }, { "score": -3.4486021995544434, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during", "probability": 2.640338180382606e-07 }, { "score": -3.700446844100952, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.0525078009374446e-07 }, { "score": -3.842315435409546, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.7810334250912415e-07 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Exclusivity": [ { "text": "", "score": 12.188360214233398, "probability": 0.9999998565265488 }, { "score": -4.189949035644531, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 7.708867970042386e-08 }, { "score": -5.744353294372559, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.6290012417106737e-08 }, { "score": -5.817567825317383, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.5139960725571727e-08 }, { "score": -6.726799488067627, "text": "The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 6.09888514384503e-09 }, { "score": -6.738369464874268, "text": ":", "probability": 6.0287278260826846e-09 }, { "score": -7.197015285491943, "text": "Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 3.810994557346663e-09 }, { "score": -7.4370317459106445, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.9977851519769844e-09 }, { "score": -7.586662769317627, "text": "offering franchises under Franchisor's principal trademark:", "probability": 2.5811698074733262e-09 }, { "score": -7.637874126434326, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 2.4523122446404214e-09 }, { "score": -7.912499904632568, "text": " The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.863405214867844e-09 }, { "score": -7.9581217765808105, "text": "Franchisor's principal trademark:", "probability": 1.780303228096404e-09 }, { "score": -8.002734184265137, "text": "affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.7026251995290109e-09 }, { "score": -8.092182159423828, "text": "Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.5569414998817534e-09 }, { "score": -8.397969245910645, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.146755021438611e-09 }, { "score": -8.952033042907715, "text": "Neither the Franchisor", "probability": 6.589368581799035e-10 }, { "score": -8.996183395385742, "text": "Neither", "probability": 6.304774331890923e-10 }, { "score": -9.064041137695312, "text": "law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.891139453395106e-10 }, { "score": -9.15451431274414, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.381549045961902e-10 }, { "score": -9.192278861999512, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 5.182106895886498e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__No-Solicit Of Customers": [ { "text": "", "score": 12.064263343811035, "probability": 0.99998059217607 }, { "score": 1.0216412544250488, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.600448604199525e-05 }, { "score": -2.1174776554107666, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.933295516853097e-07 }, { "score": -2.4041762351989746, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 5.205088287277493e-07 }, { "score": -2.4531304836273193, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 4.956413604085181e-07 }, { "score": -2.5468058586120605, "text": "Neither the Franchisor", "probability": 4.513202727060429e-07 }, { "score": -3.4380977153778076, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.8509799170659412e-07 }, { "score": -3.5025885105133057, "text": "Neither", "probability": 1.7353764928550519e-07 }, { "score": -3.544405221939087, "text": ":", "probability": 1.6643050970686695e-07 }, { "score": -3.663471221923828, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.4774855307849192e-07 }, { "score": -4.093886375427246, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.607188465001996e-08 }, { "score": -4.313556671142578, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.712491761164698e-08 }, { "score": -4.317121505737305, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during", "probability": 7.68504695089166e-08 }, { "score": -4.420116424560547, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.932923374190865e-08 }, { "score": -4.617593765258789, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.690534764113126e-08 }, { "score": -4.637929916381836, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 5.575979939199592e-08 }, { "score": -4.93204927444458, "text": "Neither the", "probability": 4.1551507850976765e-08 }, { "score": -5.08461856842041, "text": "ANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.5671944686238e-08 }, { "score": -5.215730667114258, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period", "probability": 3.1288556322970745e-08 }, { "score": -5.285859107971191, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership", "probability": 2.9169509751872453e-08 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Competitive Restriction Exception": [ { "text": "", "score": 11.889165878295898, "probability": 0.9999650419673803 }, { "score": 0.9387335777282715, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.7549813073156916e-05 }, { "score": 0.5593383312225342, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2008900128391778e-05 }, { "score": -1.6665732860565186, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.", "probability": 1.2965883062888824e-06 }, { "score": -2.3215129375457764, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 6.735431502445042e-07 }, { "score": -2.521764039993286, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.513120374460156e-07 }, { "score": -2.6579060554504395, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.811403158730436e-07 }, { "score": -2.896610975265503, "text": "Neither the Franchisor", "probability": 3.7896885493050353e-07 }, { "score": -2.924877643585205, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.6840665043174325e-07 }, { "score": -3.132063150405884, "text": ":", "probability": 2.9946628779510755e-07 }, { "score": -3.2760062217712402, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor", "probability": 2.5931895181221786e-07 }, { "score": -3.471431255340576, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.1328594808588723e-07 }, { "score": -3.8465824127197266, "text": "Neither", "probability": 1.465669890797527e-07 }, { "score": -4.004504203796387, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent", "probability": 1.2515597960118107e-07 }, { "score": -4.070121765136719, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 1.1720719134624976e-07 }, { "score": -4.095812797546387, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1423436854882131e-07 }, { "score": -4.225977420806885, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither", "probability": 1.0029216529448784e-07 }, { "score": -4.245210647583008, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 9.838165486947104e-08 }, { "score": -4.3032941818237305, "text": "or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.283008863145979e-08 }, { "score": -4.419807434082031, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.2620477871843e-08 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__No-Solicit Of Employees": [ { "text": "", "score": 12.1707763671875, "probability": 0.999990626222632 }, { "score": 0.49381381273269653, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.487025874361678e-06 }, { "score": -3.5567626953125, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.4777892405684052e-07 }, { "score": -3.6870036125183105, "text": ":", "probability": 1.2973273938637537e-07 }, { "score": -3.7072815895080566, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2712851531683547e-07 }, { "score": -4.247652530670166, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.405644444860527e-08 }, { "score": -4.342872619628906, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 6.733010596077276e-08 }, { "score": -4.396870136260986, "text": "Neither", "probability": 6.379086253738913e-08 }, { "score": -4.551050662994385, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 5.467625023364208e-08 }, { "score": -4.824068546295166, "text": "Neither the Franchisor", "probability": 4.161295552376558e-08 }, { "score": -5.358412265777588, "text": "for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.4387429866791522e-08 }, { "score": -5.379755973815918, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.387242726727496e-08 }, { "score": -5.410355567932129, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3153003848872127e-08 }, { "score": -5.5023579597473145, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.111792352776298e-08 }, { "score": -5.5344014167785645, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.0451959135744124e-08 }, { "score": -5.7480645179748535, "text": "or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.651741994054629e-08 }, { "score": -5.797353267669678, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during", "probability": 1.5723034901636412e-08 }, { "score": -5.833393096923828, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.5166468920784756e-08 }, { "score": -6.000969409942627, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period", "probability": 1.2826465916353574e-08 }, { "score": -6.547147750854492, "text": "Neither the", "probability": 7.428562332714732e-09 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Disparagement": [ { "text": "", "score": 11.672510147094727, "probability": 0.9999838517858489 }, { "score": 0.36368250846862793, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2263983191269018e-05 }, { "score": -1.8669204711914062, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 1.3179319339814787e-06 }, { "score": -2.6079182624816895, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.281765635019063e-07 }, { "score": -2.8477532863616943, "text": "unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.942227147402441e-07 }, { "score": -3.530623197555542, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 2.49664082405965e-07 }, { "score": -4.02232551574707, "text": ":", "probability": 1.5269065711270176e-07 }, { "score": -4.046603679656982, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.49028246506863e-07 }, { "score": -4.056118965148926, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.476169254050677e-07 }, { "score": -4.0692338943481445, "text": "Neither the Franchisor", "probability": 1.4569357971911736e-07 }, { "score": -4.210813522338867, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.264599957683722e-07 }, { "score": -4.251068115234375, "text": "Neither", "probability": 1.214704989464102e-07 }, { "score": -4.932210922241211, "text": "civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.14687317853741e-08 }, { "score": -5.034402847290039, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 5.5497428936846744e-08 }, { "score": -5.047438144683838, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership", "probability": 5.477869805857513e-08 }, { "score": -5.310157299041748, "text": "or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.212250853970584e-08 }, { "score": -5.4265313148498535, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.7495023843225934e-08 }, { "score": -5.456234931945801, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 3.6397664465969664e-08 }, { "score": -5.5319695472717285, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 3.374289896808149e-08 }, { "score": -5.657144069671631, "text": "allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.9772807348329124e-08 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Termination For Convenience": [ { "text": "", "score": 11.632551193237305, "probability": 0.9999998269607839 }, { "score": -4.5980329513549805, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.936074745966702e-08 }, { "score": -6.145457744598389, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.9015543545672888e-08 }, { "score": -6.684409141540527, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1092900722230003e-08 }, { "score": -6.879798412322998, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.124070747083573e-09 }, { "score": -7.143688201904297, "text": ":", "probability": 7.0078171996256415e-09 }, { "score": -7.4134440422058105, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 5.3509302722951425e-09 }, { "score": -7.6756157875061035, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.1168927139259325e-09 }, { "score": -7.8306989669799805, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.5254761448305663e-09 }, { "score": -7.94946813583374, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.130667795017067e-09 }, { "score": -7.984933376312256, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.0215836892704882e-09 }, { "score": -8.091068267822266, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.7173202781956448e-09 }, { "score": -8.099687576293945, "text": "to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.693999505348665e-09 }, { "score": -8.121440887451172, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.636028908059286e-09 }, { "score": -8.19984245300293, "text": "suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.4372540534906092e-09 }, { "score": -8.248448371887207, "text": "or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3216220451706085e-09 }, { "score": -8.495918273925781, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 1.8126614810007736e-09 }, { "score": -8.671988487243652, "text": "Neither the Franchisor", "probability": 1.5200237860095259e-09 }, { "score": -8.91317367553711, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1942767775883908e-09 }, { "score": -9.132163047790527, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 9.593986691150277e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.283641815185547, "probability": 0.9999997631926837 }, { "score": -3.969956636428833, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.732765103790085e-08 }, { "score": -4.212482452392578, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.8521072970277e-08 }, { "score": -5.473689556121826, "text": ":", "probability": 1.9412830798746552e-08 }, { "score": -6.0861945152282715, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.0521589296651475e-08 }, { "score": -6.396772861480713, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.712565820616896e-09 }, { "score": -6.5312042236328125, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.742424385234809e-09 }, { "score": -6.6126909255981445, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.21479574360716e-09 }, { "score": -6.7532830238342285, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 5.399685769907937e-09 }, { "score": -6.899529457092285, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.665030292564745e-09 }, { "score": -7.023712635040283, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.120238911520183e-09 }, { "score": -7.214669227600098, "text": "or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.404011391989433e-09 }, { "score": -7.220032215118408, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.385804586455524e-09 }, { "score": -7.277713298797607, "text": "real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.196033424747804e-09 }, { "score": -7.286872386932373, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.1668943204447765e-09 }, { "score": -8.736708641052246, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.429809632209589e-10 }, { "score": -8.906959533691406, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership", "probability": 6.266696515424844e-10 }, { "score": -8.95878791809082, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 5.950176957411651e-10 }, { "score": -8.996122360229492, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 5.732126149823444e-10 }, { "score": -9.176082611083984, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 4.788064538690651e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Change Of Control": [ { "text": "", "score": 12.302322387695312, "probability": 0.9999996600216644 }, { "score": -3.7562685012817383, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.0613104540870398e-07 }, { "score": -3.951122760772705, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.734103065673649e-08 }, { "score": -5.246921539306641, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 2.390342059834037e-08 }, { "score": -5.272326469421387, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3303804717823503e-08 }, { "score": -5.337595462799072, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.1831363891758916e-08 }, { "score": -5.910980224609375, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.\n\n2\n\nSource: SOUPMAN, INC.,", "probability": 1.230447336736373e-08 }, { "score": -6.058763027191162, "text": ":", "probability": 1.0614065782335213e-08 }, { "score": -6.144137859344482, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership", "probability": 9.745496198492323e-09 }, { "score": -6.4400954246521, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.248885149942046e-09 }, { "score": -6.7377519607543945, "text": "suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 5.382705606071709e-09 }, { "score": -6.763157844543457, "text": "suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.247675752300227e-09 }, { "score": -6.976281642913818, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.240416376210824e-09 }, { "score": -7.072900772094727, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.849881379008833e-09 }, { "score": -7.161792278289795, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 3.5224290793760207e-09 }, { "score": -7.187197685241699, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.434067518446107e-09 }, { "score": -7.221639633178711, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.3178051871121516e-09 }, { "score": -7.298438549041748, "text": "or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.072539935916787e-09 }, { "score": -7.401811599731445, "text": "suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.\n\n2\n\nSource: SOUPMAN, INC.,", "probability": 2.770787316345534e-09 }, { "score": -7.4216203689575195, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 2.716441469035633e-09 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Anti-Assignment": [ { "text": "", "score": 12.136517524719238, "probability": 0.9999988897741443 }, { "score": -1.800884485244751, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.852434719815948e-07 }, { "score": -4.847502708435059, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.2066196874083914e-08 }, { "score": -5.039916038513184, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.47031743809427e-08 }, { "score": -5.137014389038086, "text": ":", "probability": 3.149197693653974e-08 }, { "score": -5.158681869506836, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.081696445968928e-08 }, { "score": -6.303866386413574, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 9.8048858306448e-09 }, { "score": -6.472039222717285, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 8.287165388760983e-09 }, { "score": -6.490505695343018, "text": "Neither the Franchisor", "probability": 8.135535023894655e-09 }, { "score": -6.567068099975586, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.5359062885466e-09 }, { "score": -6.590691566467285, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.359968372621718e-09 }, { "score": -6.784520149230957, "text": "general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.063135362109771e-09 }, { "score": -6.803333759307861, "text": "real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.950132229124309e-09 }, { "score": -6.876288890838623, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.531496043149368e-09 }, { "score": -6.966146469116211, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.056126786047544e-09 }, { "score": -6.979199409484863, "text": " Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.9905583261674795e-09 }, { "score": -7.011746883392334, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.830743157225222e-09 }, { "score": -7.100508689880371, "text": "Neither", "probability": 4.42043678843629e-09 }, { "score": -7.187127113342285, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 4.053659642996655e-09 }, { "score": -7.229798793792725, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 3.884321832946236e-09 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Revenue/Profit Sharing": [ { "text": "", "score": 12.053072929382324, "probability": 0.9999999122265947 }, { "score": -5.43813419342041, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.5331751943078355e-08 }, { "score": -5.735080718994141, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.8823613158943588e-08 }, { "score": -6.489345550537109, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.853804638146147e-09 }, { "score": -6.661833763122559, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.45108050920919e-09 }, { "score": -6.67136287689209, "text": ":", "probability": 7.380415537330363e-09 }, { "score": -7.014523506164551, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.236583666297633e-09 }, { "score": -7.795477867126465, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.398191598403096e-09 }, { "score": -7.912079811096191, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.1342451163853013e-09 }, { "score": -7.929173469543457, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.098073096166334e-09 }, { "score": -7.968227386474609, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.017714496172473e-09 }, { "score": -8.103110313415527, "text": "real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.7631156618112897e-09 }, { "score": -8.215182304382324, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.5761899572278919e-09 }, { "score": -9.120712280273438, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 6.372970150079495e-10 }, { "score": -9.317865371704102, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 5.23262226267655e-10 }, { "score": -9.395563125610352, "text": "The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 4.841452539516111e-10 }, { "score": -9.772979736328125, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.\n\n2\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n ATTEST KIOSK CONCEPTS, INC.:", "probability": 3.319446912588879e-10 }, { "score": -9.88621711730957, "text": "Neither the Franchisor", "probability": 2.9640625056135093e-10 }, { "score": -10.183162689208984, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor", "probability": 2.2025487743465062e-10 }, { "score": -10.20584487915039, "text": "IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.\n\n2\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n ATTEST KIOSK CONCEPTS, INC.:", "probability": 2.1531524706363458e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Price Restrictions": [ { "text": "", "score": 11.979278564453125, "probability": 0.9999991445491406 }, { "score": -2.3235650062561035, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.142619161876158e-07 }, { "score": -4.39145040512085, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.7675198587429e-08 }, { "score": -4.8356122970581055, "text": ":", "probability": 4.9817888182429205e-08 }, { "score": -5.402976036071777, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.8247653182907968e-08 }, { "score": -5.994744300842285, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.563078107822445e-08 }, { "score": -6.213728904724121, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2556739235395264e-08 }, { "score": -6.472717761993408, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.691688427506895e-09 }, { "score": -6.5958099365234375, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.569218005259443e-09 }, { "score": -6.781158447265625, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.119432162434594e-09 }, { "score": -6.869141578674316, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.5198074178824906e-09 }, { "score": -6.871180534362793, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.506527362782781e-09 }, { "score": -6.880666732788086, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.4450969842056036e-09 }, { "score": -7.557703018188477, "text": "Neither", "probability": 3.274887111930509e-09 }, { "score": -7.821385383605957, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 2.5158256336506758e-09 }, { "score": -8.116493225097656, "text": "Neither the Franchisor", "probability": 1.8729096645461603e-09 }, { "score": -8.193035125732422, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 1.7349026309075706e-09 }, { "score": -8.58100700378418, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.\n\n2\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n ATTEST KIOSK CONCEPTS, INC.:", "probability": 1.1770124585870926e-09 }, { "score": -8.65340805053711, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or", "probability": 1.0948073005016952e-09 }, { "score": -9.047028541564941, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 7.385679838912518e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Minimum Commitment": [ { "text": "", "score": 12.164993286132812, "probability": 0.999998588750472 }, { "score": -1.5303212404251099, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1277163065468128e-06 }, { "score": -4.4955644607543945, "text": ":", "probability": 5.813144147302893e-08 }, { "score": -4.682106971740723, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.823882370140293e-08 }, { "score": -4.715826034545898, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.663937330136167e-08 }, { "score": -4.838672161102295, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.1247849515361224e-08 }, { "score": -6.025181770324707, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.259234852070041e-08 }, { "score": -6.0733442306518555, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2000243111941237e-08 }, { "score": -6.274876594543457, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.809924183142392e-09 }, { "score": -6.38063907623291, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.825383547342368e-09 }, { "score": -6.380698204040527, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.82486173718873e-09 }, { "score": -6.568562030792236, "text": "ANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.313406047183314e-09 }, { "score": -6.785879135131836, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 5.884913277625292e-09 }, { "score": -6.798456192016602, "text": "Neither", "probability": 5.811361888117391e-09 }, { "score": -6.9042649269104, "text": "Neither the Franchisor", "probability": 5.2278819368376954e-09 }, { "score": -7.226429462432861, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 3.788013264865799e-09 }, { "score": -7.261865139007568, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.6561328869139353e-09 }, { "score": -7.8225531578063965, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period", "probability": 2.086979868188889e-09 }, { "score": -7.994242191314697, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 1.7577400971302445e-09 }, { "score": -8.029678344726562, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.6965432436479686e-09 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Volume Restriction": [ { "text": "", "score": 12.076138496398926, "probability": 0.9999994008419567 }, { "score": -2.666358470916748, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.9574429004597633e-07 }, { "score": -4.417396545410156, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.869869448918466e-08 }, { "score": -4.995608329772949, "text": ":", "probability": 3.8533130804443734e-08 }, { "score": -5.429147720336914, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.497758995481267e-08 }, { "score": -5.729580879211426, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.8495840374435653e-08 }, { "score": -6.11735725402832, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.255061272833565e-08 }, { "score": -6.602370262145996, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.72727655653388e-09 }, { "score": -6.660522937774658, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.290730914499787e-09 }, { "score": -6.813116073608398, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.258938911446036e-09 }, { "score": -6.94242000579834, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.499772543142195e-09 }, { "score": -6.9567646980285645, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.4214431473620855e-09 }, { "score": -7.961704254150391, "text": "Neither the Franchisor", "probability": 1.9846101308945845e-09 }, { "score": -8.091575622558594, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 1.7429012658428826e-09 }, { "score": -8.170387268066406, "text": "Neither", "probability": 1.6108137294347602e-09 }, { "score": -9.125311851501465, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 6.199074352256513e-10 }, { "score": -9.207615852355957, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 5.709297475453132e-10 }, { "score": -9.244412422180176, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during", "probability": 5.503033095832207e-10 }, { "score": -9.454095840454102, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or", "probability": 4.462084323310745e-10 }, { "score": -9.481725692749023, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period", "probability": 4.340485211006574e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Ip Ownership Assignment": [ { "text": "", "score": 12.208869934082031, "probability": 0.9999997912690917 }, { "score": -3.7960410118103027, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1198385199935167e-07 }, { "score": -5.283329963684082, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.5306612632329658e-08 }, { "score": -5.752659797668457, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.5827293658684134e-08 }, { "score": -5.829638481140137, "text": ":", "probability": 1.4654642991408943e-08 }, { "score": -6.628138065338135, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 6.594642841790178e-09 }, { "score": -6.707136154174805, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.093724919362609e-09 }, { "score": -7.015415668487549, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 4.477120192888289e-09 }, { "score": -7.063302516937256, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.267777402958503e-09 }, { "score": -7.0908637046813965, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.151758541600555e-09 }, { "score": -7.094212532043457, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.1378782732788035e-09 }, { "score": -7.308499813079834, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.3397497567520943e-09 }, { "score": -7.4063568115234375, "text": "pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.02841349265136e-09 }, { "score": -8.05943489074707, "text": "The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.576111603585678e-09 }, { "score": -8.881282806396484, "text": "Neither the Franchisor", "probability": 6.928878591719935e-10 }, { "score": -8.930269241333008, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 6.597636941764567e-10 }, { "score": -9.178497314453125, "text": "Neither", "probability": 5.147357481877089e-10 }, { "score": -9.182178497314453, "text": "Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 5.128443951174478e-10 }, { "score": -9.272542953491211, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 4.685336947692685e-10 }, { "score": -9.329564094543457, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 4.425647929931234e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Joint Ip Ownership": [ { "text": "", "score": 12.129465103149414, "probability": 0.9999998374134003 }, { "score": -3.7944846153259277, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2142732745452861e-07 }, { "score": -6.307750701904297, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.83600732735199e-09 }, { "score": -6.534634590148926, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.839428850926573e-09 }, { "score": -6.966028213500977, "text": ":", "probability": 5.092517765678536e-09 }, { "score": -7.2396039962768555, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.873647520577663e-09 }, { "score": -7.9095354080200195, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.9823146224429727e-09 }, { "score": -8.005843162536621, "text": "Neither", "probability": 1.8003073650285447e-09 }, { "score": -8.233345031738281, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.433982501427328e-09 }, { "score": -8.372908592224121, "text": " Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2471887006995968e-09 }, { "score": -8.375809669494629, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.2435757531619087e-09 }, { "score": -8.397603988647461, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2167660768189333e-09 }, { "score": -8.408064842224121, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2041040085401324e-09 }, { "score": -8.44424057006836, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.161323149436804e-09 }, { "score": -8.818376541137695, "text": "Neither the Franchisor", "probability": 7.988548854470165e-10 }, { "score": -8.853508949279785, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 7.712764741452022e-10 }, { "score": -9.128005981445312, "text": "The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 5.86134841905297e-10 }, { "score": -9.60000228881836, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to", "probability": 3.6560501672236655e-10 }, { "score": -9.626192092895508, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 3.561541907963507e-10 }, { "score": -9.643383979797363, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during", "probability": 3.500835605423132e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__License Grant": [ { "text": "", "score": 11.78541374206543, "probability": 0.9999999217079046 }, { "score": -5.966376304626465, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.952070528942157e-08 }, { "score": -5.978972434997559, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.927636206090823e-08 }, { "score": -6.436192035675049, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2202733462106603e-08 }, { "score": -7.364315986633301, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.823674731206561e-09 }, { "score": -7.663398742675781, "text": ":", "probability": 3.5767453754397688e-09 }, { "score": -7.780366897583008, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.1819210526646528e-09 }, { "score": -8.024182319641113, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.4934559924665363e-09 }, { "score": -8.139270782470703, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.2223856457875245e-09 }, { "score": -8.38387680053711, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.7401567859794085e-09 }, { "score": -8.591529846191406, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.", "probability": 1.4138580456592772e-09 }, { "score": -8.618075370788574, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.3768202114141783e-09 }, { "score": -8.738687515258789, "text": " 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2203827039666066e-09 }, { "score": -8.750900268554688, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2055691125668733e-09 }, { "score": -8.76864242553711, "text": " Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.184368345919387e-09 }, { "score": -8.920639991760254, "text": "real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.0173610052521574e-09 }, { "score": -9.271623611450195, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 7.162173512699398e-10 }, { "score": -9.38413143157959, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 6.400049201070482e-10 }, { "score": -10.328510284423828, "text": "The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 2.489114003225359e-10 }, { "score": -10.40552043914795, "text": "sales agent.", "probability": 2.304621997136796e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Transferable License": [ { "text": "", "score": 12.006940841674805, "probability": 0.9999997374743105 }, { "score": -3.4679033756256104, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.9026566970727787e-07 }, { "score": -5.5920281410217285, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.2743891224247473e-08 }, { "score": -6.276388168334961, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1472312966780487e-08 }, { "score": -6.521160125732422, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.98147934963955e-09 }, { "score": -6.852492332458496, "text": ":", "probability": 6.44840233604733e-09 }, { "score": -7.590948104858398, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.081377162972432e-09 }, { "score": -7.715037822723389, "text": "Neither", "probability": 2.7217822644780496e-09 }, { "score": -7.855582237243652, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3649159814579083e-09 }, { "score": -7.947519302368164, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.157187803003023e-09 }, { "score": -8.08984088897705, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.8710202003172867e-09 }, { "score": -8.165565490722656, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.7345694760874058e-09 }, { "score": -8.213014602661133, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.6541877950416064e-09 }, { "score": -8.251340866088867, "text": "Neither the Franchisor", "probability": 1.5919885045833426e-09 }, { "score": -8.303484916687012, "text": "been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.5111029521200199e-09 }, { "score": -8.364713668823242, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 1.421355599728012e-09 }, { "score": -8.996699333190918, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 7.55500677551068e-10 }, { "score": -9.234516143798828, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during", "probability": 5.955967641850673e-10 }, { "score": -9.244756698608398, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 5.895286463533267e-10 }, { "score": -9.289344787597656, "text": "Neither the", "probability": 5.638200972630938e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Affiliate License-Licensor": [ { "text": "", "score": 12.057818412780762, "probability": 0.9999982194547241 }, { "score": -2.13900089263916, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 6.829657766896845e-07 }, { "score": -2.899813652038574, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.1914067453435713e-07 }, { "score": -3.105548858642578, "text": "Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 2.597960200866617e-07 }, { "score": -3.5953686237335205, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.5918658740385482e-07 }, { "score": -4.114022254943848, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 9.476720292300297e-08 }, { "score": -5.060643196105957, "text": "The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 3.677441826180778e-08 }, { "score": -5.1829376220703125, "text": ":", "probability": 3.254123393230684e-08 }, { "score": -5.290431022644043, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.9224711071873752e-08 }, { "score": -5.635651588439941, "text": "Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 2.069297054041404e-08 }, { "score": -5.7574920654296875, "text": "Franchisor's principal trademark:", "probability": 1.8319271225533703e-08 }, { "score": -5.821056842803955, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.719104830257426e-08 }, { "score": -5.882727146148682, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.6162900081328724e-08 }, { "score": -5.906132221221924, "text": "Neither the Franchisor", "probability": 1.5788998853041497e-08 }, { "score": -5.922731876373291, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 1.5529070248050884e-08 }, { "score": -6.040273666381836, "text": "Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.380694846274784e-08 }, { "score": -6.1139655113220215, "text": ":", "probability": 1.2826074026371672e-08 }, { "score": -6.117992401123047, "text": "offering franchises under Franchisor's principal trademark:", "probability": 1.2774528693030466e-08 }, { "score": -6.118535041809082, "text": "the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.2767598594463477e-08 }, { "score": -6.334346771240234, "text": "affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.0289241886788683e-08 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Affiliate License-Licensee": [ { "text": "", "score": 12.1400146484375, "probability": 0.9999987886790258 }, { "score": -2.582461357116699, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.037470710198304e-07 }, { "score": -2.963118076324463, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.7592577568249683e-07 }, { "score": -3.584963798522949, "text": "Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.481590232978869e-07 }, { "score": -3.6190528869628906, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.4319353261796882e-07 }, { "score": -4.63875675201416, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.165015647945902e-08 }, { "score": -4.891798973083496, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 4.010299437041959e-08 }, { "score": -5.4205780029296875, "text": "Franchisor", "probability": 2.3633660170118924e-08 }, { "score": -5.644039154052734, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.8900924252799978e-08 }, { "score": -5.73671817779541, "text": ":", "probability": 1.7227928197290008e-08 }, { "score": -5.801234245300293, "text": "Neither the Franchisor", "probability": 1.615154534175434e-08 }, { "score": -6.07606840133667, "text": "Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.2270298374784836e-08 }, { "score": -6.140492916107178, "text": "The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.1504716262502813e-08 }, { "score": -6.43684720993042, "text": ":", "probability": 8.554032141305362e-09 }, { "score": -6.531711578369141, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.77986043293587e-09 }, { "score": -6.577812671661377, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.429342078826402e-09 }, { "score": -6.701946258544922, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.562054360511488e-09 }, { "score": -6.733175754547119, "text": "Franchisor's principal trademark:", "probability": 6.360291582715815e-09 }, { "score": -6.748870849609375, "text": "isor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.261245503723724e-09 }, { "score": -6.807192802429199, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 5.906522062895234e-09 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.696698188781738, "probability": 0.999999830307336 }, { "score": -4.86506462097168, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.416788535984384e-08 }, { "score": -4.898926734924316, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.203140217686904e-08 }, { "score": -6.6784772872924805, "text": ":", "probability": 1.0465563401386731e-08 }, { "score": -7.127679824829102, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.678461546695962e-09 }, { "score": -7.240379333496094, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.966665000757462e-09 }, { "score": -7.5011396408081055, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.597109965415779e-09 }, { "score": -7.698575973510742, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.773456802043643e-09 }, { "score": -7.741985321044922, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.6131579105607862e-09 }, { "score": -7.810188293457031, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.3749455302698895e-09 }, { "score": -8.245254516601562, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.", "probability": 2.184338336513458e-09 }, { "score": -9.982364654541016, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a", "probability": 3.8450550375986217e-10 }, { "score": -10.016226768493652, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a", "probability": 3.7170331247776806e-10 }, { "score": -10.086753845214844, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 3.463912485054204e-10 }, { "score": -10.176025390625, "text": "(", "probability": 3.1680846085537215e-10 }, { "score": -10.263164520263672, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither", "probability": 2.9037065779372107e-10 }, { "score": -10.269113540649414, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor", "probability": 2.886483648883339e-10 }, { "score": -10.294157028198242, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent", "probability": 2.815093689477409e-10 }, { "score": -10.297025680541992, "text": "Neither", "probability": 2.8070297362363633e-10 }, { "score": -10.302974700927734, "text": "Neither the Franchisor", "probability": 2.7903802323344743e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.042221069335938, "probability": 0.9999998605305463 }, { "score": -4.237430572509766, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.508187733636856e-08 }, { "score": -6.188980579376221, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2086196892519827e-08 }, { "score": -6.45084810256958, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.301693920581956e-09 }, { "score": -6.7969160079956055, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.580617725231783e-09 }, { "score": -7.086361885070801, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 4.926765773565469e-09 }, { "score": -7.218033790588379, "text": ":", "probability": 4.318943609664526e-09 }, { "score": -7.622485160827637, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.8822160708785635e-09 }, { "score": -8.0350341796875, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.9079139042580403e-09 }, { "score": -8.095235824584961, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.7964433679989959e-09 }, { "score": -8.271230697631836, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.5065374383776066e-09 }, { "score": -8.415398597717285, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.\n\n2\n\nSource: SOUPMAN, INC.,", "probability": 1.304273303899448e-09 }, { "score": -8.42155647277832, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.296266429815035e-09 }, { "score": -8.520857810974121, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1737301234474662e-09 }, { "score": -8.571013450622559, "text": "been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1163128737815482e-09 }, { "score": -8.637571334838867, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership", "probability": 1.0444321006070105e-09 }, { "score": -8.699731826782227, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 9.814863244871267e-10 }, { "score": -8.884223937988281, "text": "Neither", "probability": 8.161318878205227e-10 }, { "score": -9.043363571166992, "text": "Neither the Franchisor", "probability": 6.960603288472104e-10 }, { "score": -9.109439849853516, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 6.515538556749762e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Source Code Escrow": [ { "text": "", "score": 12.19360065460205, "probability": 0.9999982045355096 }, { "score": -1.4870165586471558, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1444126652079935e-06 }, { "score": -3.134413242340088, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 2.203572613683181e-07 }, { "score": -3.648005723953247, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.3184904410754063e-07 }, { "score": -3.809630870819092, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.121718999966476e-07 }, { "score": -4.700350284576416, "text": ":", "probability": 4.603090884705034e-08 }, { "score": -5.193482398986816, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.811156304302558e-08 }, { "score": -5.73980188369751, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.6278765088470624e-08 }, { "score": -6.045641899108887, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1989382755460487e-08 }, { "score": -6.094337463378906, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership", "probability": 1.1419540003344953e-08 }, { "score": -6.293752670288086, "text": "Neither", "probability": 9.354997725464113e-09 }, { "score": -6.335953235626221, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.968425680546665e-09 }, { "score": -6.345061302185059, "text": "Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.", "probability": 8.887111531988745e-09 }, { "score": -6.500101089477539, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 7.610754382650089e-09 }, { "score": -6.5259270668029785, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.4167156178008315e-09 }, { "score": -6.547576904296875, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.2578706185246756e-09 }, { "score": -6.604031085968018, "text": "ANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.859484553288773e-09 }, { "score": -6.784345626831055, "text": "Neither", "probability": 5.727721227251319e-09 }, { "score": -6.815208435058594, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.", "probability": 5.553647681716442e-09 }, { "score": -6.879711151123047, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 5.206731125660341e-09 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Post-Termination Services": [ { "text": "", "score": 12.366036415100098, "probability": 0.9999976236922301 }, { "score": -0.8051945567131042, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.904609898351283e-06 }, { "score": -3.9503564834594727, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.201240875337395e-08 }, { "score": -3.961308717727661, "text": ":", "probability": 8.111909048483467e-08 }, { "score": -4.233220100402832, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 6.180640161689538e-08 }, { "score": -4.373559474945068, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.3713672099545266e-08 }, { "score": -5.102378845214844, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 2.5915680243449345e-08 }, { "score": -5.143275260925293, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 2.487720157386848e-08 }, { "score": -5.302702903747559, "text": "Neither the Franchisor", "probability": 2.121108965380668e-08 }, { "score": -5.70559549331665, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.4177150547547185e-08 }, { "score": -5.719122886657715, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.3986661967399477e-08 }, { "score": -5.75842809677124, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.344757710279654e-08 }, { "score": -5.911417484283447, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1539888064531445e-08 }, { "score": -5.940918922424316, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period", "probability": 1.1204417532834304e-08 }, { "score": -5.981661796569824, "text": "application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.0757091902994496e-08 }, { "score": -5.9919514656066895, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.0646972505186094e-08 }, { "score": -6.103257656097412, "text": "ten year period immediately before the date of the disclosure document:", "probability": 9.525471198407926e-09 }, { "score": -6.137671947479248, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.203235417589323e-09 }, { "score": -6.2238240242004395, "text": "or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.443551562460762e-09 }, { "score": -6.2640910148620605, "text": "real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.110309504156499e-09 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Audit Rights": [ { "text": "", "score": 12.216867446899414, "probability": 0.9999999668287718 }, { "score": -6.493417739868164, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.485595823246247e-09 }, { "score": -6.5265984535217285, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.241293881567349e-09 }, { "score": -6.9449849128723145, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.765552328374295e-09 }, { "score": -7.711296081542969, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 2.2146674910761785e-09 }, { "score": -7.818593978881836, "text": ":", "probability": 1.9893428896373383e-09 }, { "score": -7.864261627197266, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.900537478669197e-09 }, { "score": -8.044013023376465, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.5878570398662817e-09 }, { "score": -8.456771850585938, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.0508785265495888e-09 }, { "score": -8.556497573852539, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.511350510748e-10 }, { "score": -8.59421157836914, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.15931937147016e-10 }, { "score": -8.638494491577148, "text": "to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.762567523488939e-10 }, { "score": -8.932446479797363, "text": "The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 6.530849130103877e-10 }, { "score": -9.634315490722656, "text": "LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 3.2370679265779643e-10 }, { "score": -9.861245155334473, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 2.5798681540216667e-10 }, { "score": -10.014209747314453, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 2.2139399311622688e-10 }, { "score": -10.026956558227539, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 2.1858983574901218e-10 }, { "score": -10.179922103881836, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 1.8758489794568066e-10 }, { "score": -10.301976203918457, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.\n\n2\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n ATTEST KIOSK CONCEPTS, INC.:", "probability": 1.660314838200201e-10 }, { "score": -10.315505027770996, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.\n\n2\n\nSource: SOUPMAN, INC.,", "probability": 1.6380039912669488e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Uncapped Liability": [ { "text": "", "score": 12.267375946044922, "probability": 0.9999068128501302 }, { "score": 2.300663709640503, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 4.693225270633545e-05 }, { "score": 1.3426090478897095, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 1.8005017486755473e-05 }, { "score": 0.7530525922775269, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 9.985100308186668e-06 }, { "score": 0.017755866050720215, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.786489618445713e-06 }, { "score": -0.23496174812316895, "text": "(A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 3.717605106184691e-06 }, { "score": -0.4398053288459778, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.029010781854376e-06 }, { "score": -0.8245182037353516, "text": "(A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 2.0616841899091254e-06 }, { "score": -1.0728247165679932, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.6083626981275356e-06 }, { "score": -2.030879259109497, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 6.170298736386137e-07 }, { "score": -2.368527889251709, "text": "(B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 4.402174503428429e-07 }, { "score": -2.574613332748413, "text": "Neither", "probability": 3.582329118656222e-07 }, { "score": -2.606180191040039, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.4710124452985303e-07 }, { "score": -2.6204357147216797, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 3.42188236471385e-07 }, { "score": -2.9359750747680664, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 2.49590512421585e-07 }, { "score": -3.069178342819214, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations", "probability": 2.1846336980968025e-07 }, { "score": -3.369243621826172, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.", "probability": 1.6183108038949983e-07 }, { "score": -3.6617438793182373, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (", "probability": 1.207899177992928e-07 }, { "score": -3.8178353309631348, "text": ":", "probability": 1.0333347382906723e-07 }, { "score": -3.822535753250122, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.0284890260256046e-07 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Cap On Liability": [ { "text": "", "score": 11.93443489074707, "probability": 0.9999442815218114 }, { "score": 1.4199756383895874, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 2.7139645314259184e-05 }, { "score": -0.11338448524475098, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 5.856987904336908e-06 }, { "score": -0.17065775394439697, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.5309643928073356e-06 }, { "score": -0.3712855577468872, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 4.525528606476042e-06 }, { "score": -0.6784780025482178, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 3.3285672116805973e-06 }, { "score": -0.8940742611885071, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.683027137487472e-06 }, { "score": -1.2802743911743164, "text": "(A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 1.823477798559064e-06 }, { "score": -1.587466835975647, "text": "(A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 1.3411844094468106e-06 }, { "score": -1.823394536972046, "text": "(B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 1.0593181116364996e-06 }, { "score": -1.9866005182266235, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.99801971945466e-07 }, { "score": -2.565027952194214, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership", "probability": 5.045905326663701e-07 }, { "score": -3.6950933933258057, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 1.6298885640284597e-07 }, { "score": -3.7082886695861816, "text": "Neither", "probability": 1.608523006375323e-07 }, { "score": -3.809385299682617, "text": ".", "probability": 1.453856586529553e-07 }, { "score": -3.867776870727539, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.371394587897234e-07 }, { "score": -3.8974833488464355, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.", "probability": 1.331254447525567e-07 }, { "score": -4.125678062438965, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 1.059637615753478e-07 }, { "score": -4.163880825042725, "text": ": (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 1.0199200227342968e-07 }, { "score": -4.432870388031006, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 7.793731409571273e-08 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Liquidated Damages": [ { "text": "", "score": 12.11400032043457, "probability": 0.9999987086770306 }, { "score": -1.7095518112182617, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.919893922881397e-07 }, { "score": -4.253890037536621, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.789596759332033e-08 }, { "score": -4.537676811218262, "text": ":", "probability": 5.864999054974335e-08 }, { "score": -5.054129123687744, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.49925471939837e-08 }, { "score": -5.43063497543335, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.4013814039813953e-08 }, { "score": -5.442103862762451, "text": "contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.3739975624826604e-08 }, { "score": -6.036111354827881, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.3107084300861161e-08 }, { "score": -6.27625036239624, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.0308964564703762e-08 }, { "score": -6.4486775398254395, "text": "ere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.676226380598183e-09 }, { "score": -6.451451778411865, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.65218981558788e-09 }, { "score": -6.466188907623291, "text": "or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 8.525616331997197e-09 }, { "score": -6.628812313079834, "text": "or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.246016808097009e-09 }, { "score": -6.944335460662842, "text": "Neither the Franchisor", "probability": 5.285296735727894e-09 }, { "score": -7.010653972625732, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 4.9461537411977894e-09 }, { "score": -7.06729793548584, "text": "Neither", "probability": 4.673771230057554e-09 }, { "score": -7.125925540924072, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 4.407636850477767e-09 }, { "score": -8.074260711669922, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 1.7074542414150814e-09 }, { "score": -8.221649169921875, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either", "probability": 1.4734624734838193e-09 }, { "score": -8.578338623046875, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that", "probability": 1.0314087664281983e-09 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Warranty Duration": [ { "text": "", "score": 11.943191528320312, "probability": 0.9999924954711815 }, { "score": -0.23849287629127502, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.12340188354781e-06 }, { "score": -1.7435657978057861, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 1.1374008773800474e-06 }, { "score": -2.955838441848755, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.383999101508519e-07 }, { "score": -3.717261791229248, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 1.5803318029391322e-07 }, { "score": -3.7234318256378174, "text": ":", "probability": 1.5706111206484433e-07 }, { "score": -3.9493021965026855, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2530673451272475e-07 }, { "score": -4.4284281730651855, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.760552561274559e-08 }, { "score": -4.496871471405029, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 7.247164143096284e-08 }, { "score": -4.63587760925293, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership", "probability": 6.30664665480329e-08 }, { "score": -4.916318416595459, "text": "ten year period immediately before the date of the disclosure document:", "probability": 4.764360376817802e-08 }, { "score": -5.353997230529785, "text": "Neither the Franchisor", "probability": 3.0755522558923135e-08 }, { "score": -5.513735771179199, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.621498078088418e-08 }, { "score": -5.535220146179199, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period", "probability": 2.5657775341146187e-08 }, { "score": -5.616904258728027, "text": "Neither", "probability": 2.3645257004700765e-08 }, { "score": -5.662227630615234, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.2597497576722367e-08 }, { "score": -5.703032970428467, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.1693958977175687e-08 }, { "score": -5.775346755981445, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 2.0180565717142838e-08 }, { "score": -5.91599178314209, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.753282820267237e-08 }, { "score": -6.016298294067383, "text": ".", "probability": 1.5859497147561087e-08 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Insurance": [ { "text": "", "score": 12.12734603881836, "probability": 0.9999999055267954 }, { "score": -4.662048816680908, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 5.110441470764453e-08 }, { "score": -5.961141586303711, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.3940219027262106e-08 }, { "score": -6.2313385009765625, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.0639582055866015e-08 }, { "score": -6.936636924743652, "text": ":", "probability": 5.255540108184081e-09 }, { "score": -7.713285446166992, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.4172590093645672e-09 }, { "score": -7.867283821105957, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.0722518837991713e-09 }, { "score": -8.059113502502441, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.7105350240722918e-09 }, { "score": -8.103437423706055, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.6363731188745557e-09 }, { "score": -8.16959285736084, "text": "subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.5316212980768493e-09 }, { "score": -8.251031875610352, "text": "or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.4118315428800943e-09 }, { "score": -9.377946853637695, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 4.57477694803554e-10 }, { "score": -9.563096046447754, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 3.8015495130153783e-10 }, { "score": -9.56867790222168, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.78038892453466e-10 }, { "score": -9.694942474365234, "text": "______ day of ______________, 2015.", "probability": 3.331965340646485e-10 }, { "score": -9.720404624938965, "text": "Neither", "probability": 3.248197320078757e-10 }, { "score": -10.01249885559082, "text": "Neither the Franchisor", "probability": 2.4254229973092257e-10 }, { "score": -10.110982894897461, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.", "probability": 2.1979429533427597e-10 }, { "score": -10.141002655029297, "text": "IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.\n\n2\n\nSource: SOUPMAN, INC.,", "probability": 2.132941774438817e-10 }, { "score": -10.184293746948242, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 2.0425745565907894e-10 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Covenant Not To Sue": [ { "text": "", "score": 12.074644088745117, "probability": 0.9999448797758619 }, { "score": 1.8553472757339478, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 3.6457916514887164e-05 }, { "score": 0.08559447526931763, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 6.211521181708073e-06 }, { "score": -0.6193791627883911, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.0692467852957517e-06 }, { "score": -0.716973066329956, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 2.7838595192120733e-06 }, { "score": -0.8967960476875305, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.325686582596867e-06 }, { "score": -0.8989946842193604, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 2.3205788601848898e-06 }, { "score": -2.4416110515594482, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 4.961883412435503e-07 }, { "score": -3.0509650707244873, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 2.6977858195694364e-07 }, { "score": -3.2687795162200928, "text": "Neither", "probability": 2.169760785219575e-07 }, { "score": -3.52250599861145, "text": "(A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.", "probability": 1.683526064551877e-07 }, { "score": -3.7045276165008545, "text": "(A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.", "probability": 1.4033592460423763e-07 }, { "score": -3.785357713699341, "text": ":", "probability": 1.2943889451572915e-07 }, { "score": -3.8979475498199463, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.1565586221121227e-07 }, { "score": -4.164712429046631, "text": "Neither", "probability": 8.857540272130853e-08 }, { "score": -4.340092182159424, "text": "The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 7.43270124074182e-08 }, { "score": -4.364735126495361, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 7.251776018737878e-08 }, { "score": -4.432321548461914, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark", "probability": 6.777850287950158e-08 }, { "score": -4.58016300201416, "text": "Neither the Franchisor", "probability": 5.846355826219701e-08 }, { "score": -4.677781105041504, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (", "probability": 5.3026167674564464e-08 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Third Party Beneficiary": [ { "text": "", "score": 11.801429748535156, "probability": 0.9999972847422288 }, { "score": -1.4227769374847412, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.8063372147270544e-06 }, { "score": -3.625410795211792, "text": "Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.996214010737316e-07 }, { "score": -4.1272053718566895, "text": "4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.2085941387389406e-07 }, { "score": -4.330126762390137, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.", "probability": 9.866266533137013e-08 }, { "score": -4.393865585327148, "text": "(C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 9.257024741619913e-08 }, { "score": -4.633367538452148, "text": "Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 7.285461170077483e-08 }, { "score": -4.656515598297119, "text": ":", "probability": 7.118753798888332e-08 }, { "score": -5.023008346557617, "text": "Neither the Franchisor", "probability": 4.934443662978232e-08 }, { "score": -5.293310642242432, "text": "BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 3.765714576933276e-08 }, { "score": -5.828906059265137, "text": "the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 2.2041506035835656e-08 }, { "score": -6.007023334503174, "text": "3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:", "probability": 1.8445308174219245e-08 }, { "score": -6.062475204467773, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.7450323177578728e-08 }, { "score": -6.098335266113281, "text": "Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document", "probability": 1.6835640658409123e-08 }, { "score": -6.111526012420654, "text": "C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.6615024240016442e-08 }, { "score": -6.161049842834473, "text": "Neither", "probability": 1.5812227455372518e-08 }, { "score": -6.190227031707764, "text": "ANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.535753666432562e-08 }, { "score": -6.19473934173584, "text": ". 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.5288394809686723e-08 }, { "score": -6.220812797546387, "text": "sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.4894925367868443e-08 }, { "score": -6.324922561645508, "text": "license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document:", "probability": 1.342221018705508e-08 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Document Name": [ { "score": 12.55345630645752, "text": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT", "probability": 0.8632466522020092 }, { "text": "", "score": 10.570960998535156, "probability": 0.11889076735861866 }, { "score": 7.622769832611084, "text": "VISP", "probability": 0.006233973835572726 }, { "score": 7.14548921585083, "text": "WEB SITE BUILDING AND HOSTING AGREEMENT", "probability": 0.0038679837154920937 }, { "score": 6.7191877365112305, "text": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT\n\nThis Agreement", "probability": 0.0025254818802533108 }, { "score": 6.615521430969238, "text": "HOSTING AGREEMENT", "probability": 0.0022767877833801994 }, { "score": 5.087472438812256, "text": "BUILDING AND HOSTING AGREEMENT", "probability": 0.0004939685590263629 }, { "score": 4.984740257263184, "text": "OSTING AGREEMENT", "probability": 0.00044574172302288287 }, { "score": 4.8017425537109375, "text": "SITE BUILDING AND HOSTING AGREEMENT", "probability": 0.00037120036505810524 }, { "score": 4.4358015060424805, "text": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT\n", "probability": 0.0002574436694350859 }, { "score": 4.319894790649414, "text": "AGREEMENT", "probability": 0.0002292685952600012 }, { "score": 4.053123474121094, "text": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT\n\nThis Agreement is made", "probability": 0.00017558493830568676 }, { "score": 4.0204668045043945, "text": "VISP WEB SITE BUILDING AND HOSTING AGRE", "probability": 0.00016994353505787933 }, { "score": 4.0146942138671875, "text": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT\n\nThis", "probability": 0.00016896534665548696 }, { "score": 3.8817832469940186, "text": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT\n\nThis Agreement is", "probability": 0.00014793643342985574 }, { "score": 3.753690004348755, "text": "VISP WEB SITE BUILDING AND HOSTING AG", "probability": 0.00013015023473390386 }, { "score": 3.5939974784851074, "text": "ING AGREEMENT", "probability": 0.00011094082035025985 }, { "score": 3.3648526668548584, "text": "VIS", "probability": 8.822162351283375e-05 }, { "score": 3.326447010040283, "text": "AND HOSTING AGREEMENT", "probability": 8.489765232481412e-05 }, { "score": 3.316884994506836, "text": "VISP WEB SITE BUILDING", "probability": 8.408972850045126e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Parties": [ { "score": 12.974365234375, "text": "YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc.,", "probability": 0.189117868611889 }, { "score": 12.953653335571289, "text": "YourNetPlus.com, Inc.,", "probability": 0.18524116399768373 }, { "score": 12.778080940246582, "text": "Kingdom Connect, Inc.,", "probability": 0.1554130125072191 }, { "score": 12.719339370727539, "text": "YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI", "probability": 0.1465467661636772 }, { "score": 12.523055076599121, "text": "Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI", "probability": 0.12042899261638725 }, { "score": 12.440540313720703, "text": "KCI", "probability": 0.11089075677189816 }, { "text": "", "score": 11.487658500671387, "probability": 0.04276259322734167 }, { "score": 9.6668119430542, "text": "Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI\" \"PROVIDER", "probability": 0.006922778267527052 }, { "score": 9.534168243408203, "text": "Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI", "probability": 0.006062810510369252 }, { "score": 9.345229148864746, "text": "Kingdom Connect, Inc.", "probability": 0.00501901840942953 }, { "score": 9.322148323059082, "text": "PROVIDER", "probability": 0.0049045019705592306 }, { "score": 9.226158142089844, "text": "Kingdom Connect, Inc.", "probability": 0.004455607306521538 }, { "score": 9.088360786437988, "text": "KCI\" \"PROVIDER", "probability": 0.0038820602935190707 }, { "score": 8.955717086791992, "text": "KCI", "probability": 0.003399819413520252 }, { "score": 8.774815559387207, "text": "YourNetPlus.com, Inc", "probability": 0.002837208905390215 }, { "score": 8.67991828918457, "text": "Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI\" \"PROVIDER\"", "probability": 0.00258034605280597 }, { "score": 8.676736831665039, "text": "YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc", "probability": 0.0025721498363238406 }, { "score": 8.66425609588623, "text": "Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI", "probability": 0.002540247013306388 }, { "score": 8.561649322509766, "text": "YourNetPlus", "probability": 0.0022925266553053504 }, { "score": 8.488009452819824, "text": "Provider\") and Kingdom Connect, Inc.,", "probability": 0.00212977146932578 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Agreement Date": [ { "score": 14.849946022033691, "text": "12th day of May 2003", "probability": 0.6063986350721838 }, { "score": 14.166057586669922, "text": "5/12/03", "probability": 0.30601959874616047 }, { "score": 12.44253921508789, "text": "5/12/03 Date: 5/12/03", "probability": 0.054605290655528944 }, { "score": 11.152538299560547, "text": "this 12th day of May 2003", "probability": 0.015031227358085033 }, { "text": "", "score": 10.786657333374023, "probability": 0.010425439184379624 }, { "score": 9.270910263061523, "text": "This Agreement is made on this 12th day of May 2003", "probability": 0.002289885518701369 }, { "score": 9.0556058883667, "text": "Date: 5/12/03", "probability": 0.0018463255037987159 }, { "score": 8.919950485229492, "text": "5/12/03", "probability": 0.001612107044491308 }, { "score": 7.805850982666016, "text": "May 2003", "probability": 0.0005291107795485478 }, { "score": 7.332087516784668, "text": "Date: 5/12/03 Date: 5/12/03", "probability": 0.0003294532153911915 }, { "score": 6.969305515289307, "text": "th day of May 2003", "probability": 0.0002292131497765705 }, { "score": 6.588675022125244, "text": "/12/03", "probability": 0.0001566512289445461 }, { "score": 6.350142955780029, "text": "12th day of May", "probability": 0.00012340724190600352 }, { "score": 6.2317938804626465, "text": "on this 12th day of May 2003", "probability": 0.00010963325180337429 }, { "score": 5.64998197555542, "text": "12/03", "probability": 6.127235827998652e-05 }, { "score": 5.603719711303711, "text": "12", "probability": 5.8502328198297454e-05 }, { "score": 5.409012317657471, "text": "day of May 2003", "probability": 4.815183068898962e-05 }, { "score": 5.404592037200928, "text": "5", "probability": 4.793945581689374e-05 }, { "score": 5.237768173217773, "text": "5/12/", "probability": 4.057349470438153e-05 }, { "score": 5.16119384765625, "text": "is made on this 12th day of May 2003", "probability": 3.758258161199302e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Effective Date": [ { "score": 14.999680519104004, "text": "12th day of May 2003", "probability": 0.836561572940784 }, { "score": 12.244295120239258, "text": "5/12/03", "probability": 0.053192357322305095 }, { "score": 12.167343139648438, "text": "12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 0.049252628959492624 }, { "text": "", "score": 11.353748321533203, "probability": 0.021831806668897485 }, { "score": 10.856731414794922, "text": "This Agreement is made on this 12th day of May 2003", "probability": 0.01328122018500065 }, { "score": 10.626235961914062, "text": "this 12th day of May 2003", "probability": 0.01054714880922929 }, { "score": 9.706409454345703, "text": "This agreement shall be for a term of five years from the date of this document.", "probability": 0.004203968923155469 }, { "score": 9.515645027160645, "text": "Date: 5/12/03", "probability": 0.0034738539761710627 }, { "score": 9.379417419433594, "text": "5/12/03 Date: 5/12/03", "probability": 0.0030314377922487697 }, { "score": 8.588540077209473, "text": "12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document", "probability": 0.00137459574415878 }, { "score": 8.024394989013672, "text": "This Agreement is made on this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 0.0007819336375130392 }, { "score": 7.793898582458496, "text": "this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 0.0006209642226995953 }, { "score": 7.556760787963867, "text": "May 2003", "probability": 0.0004898678561360831 }, { "score": 7.482682704925537, "text": "th day of May 2003", "probability": 0.0004548908910666511 }, { "score": 7.310789108276367, "text": "12th day of May", "probability": 0.00038304941191483904 }, { "score": 6.650768280029297, "text": "Date: 5/12/03 Date: 5/12/03", "probability": 0.00019797547619937027 }, { "score": 6.127605438232422, "text": "This agreement shall be for a term of five years from the date of this document", "probability": 0.00011732880866212648 }, { "score": 5.662578582763672, "text": "12", "probability": 7.369636439377336e-05 }, { "score": 5.545892238616943, "text": "day of May 2003", "probability": 6.557976080497763e-05 }, { "score": 5.523416519165039, "text": "on this 12th day of May 2003", "probability": 6.412224916636352e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Expiration Date": [ { "score": 15.16887092590332, "text": "This agreement shall be for a term of five years from the date of this document.", "probability": 0.967835650089447 }, { "text": "", "score": 11.645645141601562, "probability": 0.028555127169341367 }, { "score": 9.119417190551758, "text": "This agreement shall be for a term of five years from the date of this document", "probability": 0.002283269836859782 }, { "score": 7.65187931060791, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 0.0005262760861151696 }, { "score": 6.7039337158203125, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 0.00020395112030693953 }, { "score": 5.981484413146973, "text": "TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 9.903081418730053e-05 }, { "score": 5.860405445098877, "text": ".", "probability": 8.773773566477904e-05 }, { "score": 5.487663269042969, "text": "This", "probability": 6.0437508389006183e-05 }, { "score": 5.403342247009277, "text": "shall be for a term of five years from the date of this document.", "probability": 5.555029852088187e-05 }, { "score": 5.111545085906982, "text": "agreement shall be for a term of five years from the date of this document.", "probability": 4.14916303623884e-05 }, { "score": 5.101483345031738, "text": "five years from the date of this document.", "probability": 4.1076245580619064e-05 }, { "score": 4.972843170166016, "text": "This agreement shall be for a term of five years from the date of this document. This", "probability": 3.611794427397994e-05 }, { "score": 4.950551986694336, "text": "the date of this document.", "probability": 3.532173969178352e-05 }, { "score": 4.932621002197266, "text": "This Agreement is made on this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 3.469403066372383e-05 }, { "score": 4.675242900848389, "text": "from the date of this document.", "probability": 2.682111750459736e-05 }, { "score": 4.459142208099365, "text": "a term of five years from the date of this document.", "probability": 2.160854527577609e-05 }, { "score": 4.133207321166992, "text": "be for a term of five years from the date of this document.", "probability": 1.5598175684911343e-05 }, { "score": 4.07319450378418, "text": "Be it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 1.4689620364971463e-05 }, { "score": 3.998950481414795, "text": "this document.", "probability": 1.3638506119546828e-05 }, { "score": 3.863581657409668, "text": "for a term of five years from the date of this document.", "probability": 1.1911785645526151e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Renewal Term": [ { "score": 16.113643646240234, "text": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 0.4335585834936207 }, { "score": 15.981354713439941, "text": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 0.3798353977226213 }, { "score": 14.806503295898438, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 0.11731781004780176 }, { "score": 14.10738754272461, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 0.058309837842483954 }, { "score": 11.696303367614746, "text": "This agreement shall be for a term of five years from the date of this document.", "probability": 0.005231440389101835 }, { "text": "", "score": 11.458444595336914, "probability": 0.0041240177774982175 }, { "score": 10.159759521484375, "text": "This agreement shall be for a term of five years from the date of this document.", "probability": 0.001125404811114874 }, { "score": 7.740983486175537, "text": ".", "probability": 0.00010019537668397499 }, { "score": 7.267370223999023, "text": ".", "probability": 6.239647507088925e-05 }, { "score": 7.08054780960083, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 5.176355706633419e-05 }, { "score": 6.8386945724487305, "text": "This", "probability": 4.0643264730569135e-05 }, { "score": 6.769969940185547, "text": "This", "probability": 3.794389042329238e-05 }, { "score": 6.508638381958008, "text": "unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.921776581223755e-05 }, { "score": 6.491635799407959, "text": "thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.8725187753112293e-05 }, { "score": 6.387141704559326, "text": "either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.5875077974585344e-05 }, { "score": 6.366973400115967, "text": "thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.53584488036103e-05 }, { "score": 6.3373212814331055, "text": "each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.4617555877492577e-05 }, { "score": 6.3351149559021, "text": "each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.4563301408967292e-05 }, { "score": 6.328734397888184, "text": "agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.440707278224723e-05 }, { "score": 6.215814590454102, "text": "agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.180094137029427e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 16.008928298950195, "text": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 0.5421767090127327 }, { "score": 15.588109970092773, "text": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 0.3559440839054699 }, { "score": 14.171411514282227, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 0.08632119761836868 }, { "text": "", "score": 11.716228485107422, "probability": 0.007410457407785758 }, { "score": 11.087305068969727, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 0.0039510001512523645 }, { "score": 11.001224517822266, "text": "This agreement shall be for a term of five years from the date of this document.", "probability": 0.0036251229267665777 }, { "score": 7.387978553771973, "text": ".", "probability": 9.774846676712745e-05 }, { "score": 7.140524864196777, "text": ".", "probability": 7.632067137323736e-05 }, { "score": 6.871828079223633, "text": "either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 5.833761245563918e-05 }, { "score": 6.717798233032227, "text": "This", "probability": 5.000971030916849e-05 }, { "score": 6.695423603057861, "text": "each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 4.890318673593919e-05 }, { "score": 6.573523044586182, "text": "agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 4.329088065119379e-05 }, { "score": 6.311635971069336, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 3.331657199798413e-05 }, { "score": 6.281806945800781, "text": "This", "probability": 3.233744690226775e-05 }, { "score": 6.233312606811523, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 3.0806680522313844e-05 }, { "score": 6.078926086425781, "text": "unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.6399499355073753e-05 }, { "score": 5.9302544593811035, "text": "thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.275246336020984e-05 }, { "score": 5.803324222564697, "text": "shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 2.0040258639346734e-05 }, { "score": 5.568813800811768, "text": "agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 1.585100270607854e-05 }, { "score": 5.5343828201293945, "text": "either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 1.531452584832953e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Governing Law": [ { "score": 15.160563468933105, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York.", "probability": 0.648986381882036 }, { "score": 14.434491157531738, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York.", "probability": 0.31398318133613834 }, { "text": "", "score": 12.161517143249512, "probability": 0.032341958356855154 }, { "score": 9.245671272277832, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York", "probability": 0.0017515822750378848 }, { "score": 8.720516204833984, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York", "probability": 0.0010359972290299592 }, { "score": 8.082170486450195, "text": "Be it agreed on this day that the following agreement will govern the relationship between our two companies.", "probability": 0.0005471779282807315 }, { "score": 7.6248860359191895, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York. Any controversy or claim arising out of, relating to or in connection with this Agreement that has not been resolved through the informal mediation of the parties shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms set forth below:", "probability": 0.0003463637693316829 }, { "score": 7.470928192138672, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York. Any controversy or claim arising out of, relating to or in connection with this Agreement that has not been resolved through the informal mediation of the parties shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms set forth below: (a) the arbitration shall be conducted in New York state; (b) the arbitration shall be conducted by a single arbitrator selected by the parties; (c) the parties shall act in a commercially reasonable manner and speedily select and then conduct the arbitration within 45 days with the expenditure of minimal discovery efforts and expense which shall be determined, if necessary, by the arbitrator.", "probability": 0.00029694048616457636 }, { "score": 6.693408489227295, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York. Any controversy or claim arising out of, relating to or in connection with this Agreement that has not been resolved through the informal mediation of the parties shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms set forth below: (a) the arbitration shall be conducted in New York state; (b) the arbitration shall be conducted by a single arbitrator selected by the parties; (c) the parties shall act in a commercially reasonable manner and speedily select and then conduct the arbitration within 45 days with the expenditure of minimal discovery efforts and expense which shall be determined, if necessary, by the arbitrator. The agreement to arbitrate shall be specifically enforceable under prevailing New York law.", "probability": 0.00013645733921155718 }, { "score": 6.485032081604004, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York. Any controversy or claim arising out of, relating to or in connection with this Agreement that has not been resolved through the informal mediation of the parties shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms set forth below: (a) the arbitration shall be conducted in New York state;", "probability": 0.00011078990110576393 }, { "score": 6.1163411140441895, "text": ".", "probability": 7.662662930145328e-05 }, { "score": 6.076373100280762, "text": "CONTROLLING LAW AND ARBITRATION\n\nAll questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York.", "probability": 7.362441112084501e-05 }, { "score": 5.987821102142334, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York. Any controversy or claim arising out of, relating to or in connection with this Agreement that has not been resolved through the informal mediation of the parties shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms set forth below: (a) the arbitration shall be conducted in New York state", "probability": 6.73851485316343e-05 }, { "score": 5.91107702255249, "text": "All", "probability": 6.240719454051706e-05 }, { "score": 5.5259270668029785, "text": "questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York.", "probability": 4.245864783307738e-05 }, { "score": 5.377638816833496, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York. Any controversy or claim arising out of, relating to or in connection with this Agreement that has not been resolved through the informal mediation of the parties shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms set forth below: (a) the arbitration shall be conducted in New York state; (b) the arbitration shall be conducted by a single arbitrator selected by the parties;", "probability": 3.6607105471625e-05 }, { "score": 5.371160507202148, "text": "All", "probability": 3.637071982410951e-05 }, { "score": 4.928211212158203, "text": ".", "probability": 2.335508551459397e-05 }, { "score": 4.907927989959717, "text": "regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York.", "probability": 2.288614105519587e-05 }, { "score": 4.843047142028809, "text": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York. Any", "probability": 2.1448413615703067e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Most Favored Nation": [ { "text": "", "score": 11.990152359008789, "probability": 0.9987204620178016 }, { "score": 4.604339122772217, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 0.000619192967266833 }, { "score": 2.9298267364501953, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 0.00011603647462636764 }, { "score": 2.5691025257110596, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 8.08972933992351e-05 }, { "score": 2.192758560180664, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 5.552516835570716e-05 }, { "score": 1.966930627822876, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 4.430105401751488e-05 }, { "score": 1.930586338043213, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 4.271987120182371e-05 }, { "score": 1.846268892288208, "text": "Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 3.926551818860969e-05 }, { "score": 1.685847520828247, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 3.344577138181609e-05 }, { "score": 1.6328773498535156, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 3.172024725051186e-05 }, { "score": 1.5404249429702759, "text": "KCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.", "probability": 2.891911469557719e-05 }, { "score": 1.4366340637207031, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 2.6068088550961047e-05 }, { "score": 1.4090569019317627, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 2.535902655044211e-05 }, { "score": 1.3309663534164429, "text": "Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 2.3454073623234018e-05 }, { "score": 1.312639594078064, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.", "probability": 2.3028151269819154e-05 }, { "score": 1.2446210384368896, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 2.1513892303179345e-05 }, { "score": 1.075003743171692, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 1.8157461621242834e-05 }, { "score": 1.0483777523040771, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 1.768038077402025e-05 }, { "score": 0.9769038558006287, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 1.6460798365857905e-05 }, { "score": 0.9354654550552368, "text": "Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.", "probability": 1.579262875567373e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Compete": [ { "score": 12.045820236206055, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.4083288979741574 }, { "text": "", "score": 11.909368515014648, "probability": 0.3562459100502349 }, { "score": 11.453615188598633, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.225849291383092 }, { "score": 7.252988815307617, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 0.0033846196993003014 }, { "score": 6.939154624938965, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.0024729390965498722 }, { "score": 6.935505390167236, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.0024639312071584075 }, { "score": 5.569906234741211, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 0.0006288635173840331 }, { "score": 4.199305534362793, "text": "K", "probability": 0.0001597026341239886 }, { "score": 3.2296299934387207, "text": "K", "probability": 6.056020585791429e-05 }, { "score": 3.1712074279785156, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 5.712349155933467e-05 }, { "score": 3.0122382640838623, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 4.872763285897005e-05 }, { "score": 2.886397361755371, "text": "CI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 4.2965839798397455e-05 }, { "score": 2.8754239082336426, "text": "CI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 4.2496933617771716e-05 }, { "score": 2.763242244720459, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly,", "probability": 3.7987237940383915e-05 }, { "score": 2.640474796295166, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 3.359854663822361e-05 }, { "score": 2.5815236568450928, "text": "either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 3.1675124975909996e-05 }, { "score": 2.484212875366211, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION", "probability": 2.873801728542074e-05 }, { "score": 2.4607784748077393, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 2.8072388840612217e-05 }, { "score": 2.4305121898651123, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 2.7235471004887537e-05 }, { "score": 2.4092893600463867, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 2.6663547621470996e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Exclusivity": [ { "text": "", "score": 12.242667198181152, "probability": 0.9994064332068858 }, { "score": 4.739234447479248, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.0005508618568723608 }, { "score": 0.6919592618942261, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 9.623508225985423e-06 }, { "score": 0.1534571349620819, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 5.6164890906450846e-06 }, { "score": -0.03397326171398163, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 4.656557098660131e-06 }, { "score": -0.09165143966674805, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 4.395574226484275e-06 }, { "score": -0.3763556480407715, "text": "To market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 3.3065123682712284e-06 }, { "score": -0.49914979934692383, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 2.9244306653476796e-06 }, { "score": -0.7565045356750488, "text": "K", "probability": 2.260859568651359e-06 }, { "score": -1.0391671657562256, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.", "probability": 1.7041772637233949e-06 }, { "score": -1.2265976667404175, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.", "probability": 1.4129107666632208e-06 }, { "score": -1.4538747072219849, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.125666055207168e-06 }, { "score": -1.5942072868347168, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly,", "probability": 9.782816447632073e-07 }, { "score": -1.827542781829834, "text": "To market Private Labeled Service to retail and wholesale clients of KCI", "probability": 7.746893528085914e-07 }, { "score": -1.8367007970809937, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.", "probability": 7.67627123262191e-07 }, { "score": -1.8521809577941895, "text": "KCI", "probability": 7.558356345668547e-07 }, { "score": -1.9507436752319336, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 6.848920403479241e-07 }, { "score": -1.9598112106323242, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 6.787098285970736e-07 }, { "score": -2.203564405441284, "text": "Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 5.31892015470781e-07 }, { "score": -2.2528295516967773, "text": "YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 5.063232726492926e-07 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__No-Solicit Of Customers": [ { "score": 13.360241889953613, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.4148333169414649 }, { "score": 13.237255096435547, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.3668268726513908 }, { "text": "", "score": 12.140846252441406, "probability": 0.12254534884258257 }, { "score": 11.77872371673584, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 0.08531571079875677 }, { "score": 8.89841365814209, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.004787692496351643 }, { "score": 8.838851928710938, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 0.004510855532830031 }, { "score": 6.73505973815918, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.0005502924811633387 }, { "score": 5.174252510070801, "text": "K", "probability": 0.00011554299279875098 }, { "score": 5.166184902191162, "text": "either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.00011461458728098037 }, { "score": 4.681079864501953, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 7.056046819940844e-05 }, { "score": 4.650572776794434, "text": "K", "probability": 6.844037713446815e-05 }, { "score": 4.304684638977051, "text": "CI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 4.84278383856347e-05 }, { "score": 4.23552942276001, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 4.519197855146438e-05 }, { "score": 4.083801746368408, "text": "CI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 3.8829952832394545e-05 }, { "score": 3.651928424835205, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 2.521196308557604e-05 }, { "score": 3.6073474884033203, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly,", "probability": 2.4112675848888504e-05 }, { "score": 3.5603814125061035, "text": "following termination of this contract", "probability": 2.3006380607188378e-05 }, { "score": 3.444420337677002, "text": "either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 2.048740936884292e-05 }, { "score": 3.360630512237549, "text": "for a period of up to 2 (two) years following termination of this contract", "probability": 1.8840723954908123e-05 }, { "score": 3.2365939617156982, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.6642907411334468e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Competitive Restriction Exception": [ { "score": 12.881996154785156, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.599511867711325 }, { "text": "", "score": 12.046586990356445, "probability": 0.2600064935402533 }, { "score": 11.302898406982422, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.12359598027952845 }, { "score": 8.37085247039795, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 0.0065861705924244035 }, { "score": 8.254179954528809, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 0.005860878869248429 }, { "score": 6.8990397453308105, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.0015115858943280185 }, { "score": 6.408916473388672, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.0009259232685471735 }, { "score": 6.128541946411133, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 0.0006995357081408243 }, { "score": 5.544566631317139, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 0.00039011498375127516 }, { "score": 5.15522575378418, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 0.00026430418301883786 }, { "score": 4.7109198570251465, "text": "K", "probability": 0.00016949013957157238 }, { "score": 4.44647216796875, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.0001301056824932688 }, { "score": 3.9454872608184814, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 7.883540163485489e-05 }, { "score": 3.7170636653900146, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 6.273619538054755e-05 }, { "score": 3.263455867767334, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly,", "probability": 3.985830389211579e-05 }, { "score": 3.228395700454712, "text": "CI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 3.8485078507655775e-05 }, { "score": 3.1234092712402344, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients", "probability": 3.464953015225166e-05 }, { "score": 3.1043190956115723, "text": "A Party receiving Confidential Information shall: (1) use or reproduce such information only when necessary to perform this Agreement; (2) provide at the least the same care to avoid disclosure or unauthorized use of such information as it provides to protect it's own Confidential Information and; (3) limit access to such information to it's employees or agents who need\n\n\n\n\n\nsuch information to perform this agreement. Not withstanding anything to the contrary contained herein, a Party shall be allowed to disclose Confidential Information pursuant to judicial or governmental order or if otherwise required to do so by law.\n\nKCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 3.3994338297753126e-05 }, { "score": 2.983750343322754, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 3.0133130207535174e-05 }, { "score": 2.940483570098877, "text": "K", "probability": 2.885716929714134e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__No-Solicit Of Employees": [ { "score": 12.287066459655762, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.5148789771311152 }, { "text": "", "score": 12.215875625610352, "probability": 0.47949863285973254 }, { "score": 7.485594749450684, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.004231092216677908 }, { "score": 5.2306318283081055, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 0.00044374608793092303 }, { "score": 4.385076999664307, "text": "CI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.0001905086682538935 }, { "score": 3.844951629638672, "text": "such information to perform this agreement. Not withstanding anything to the contrary contained herein, a Party shall be allowed to disclose Confidential Information pursuant to judicial or governmental order or if otherwise required to do so by law.\n\nKCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.00011100467595558005 }, { "score": 3.825169801712036, "text": "K", "probability": 0.00010883037726163491 }, { "score": 3.824251174926758, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.00010873044866759925 }, { "score": 3.700695037841797, "text": "either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 9.609292906626431e-05 }, { "score": 3.2972683906555176, "text": "for a period of up to 2 (two) years following termination of this contract", "probability": 6.419267368755928e-05 }, { "score": 2.901512622833252, "text": "2 (two) years following termination of this contract", "probability": 4.321265185322034e-05 }, { "score": 2.769120454788208, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 3.785417021785225e-05 }, { "score": 2.64878511428833, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 3.356238046842941e-05 }, { "score": 2.614257335662842, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 3.242332373479431e-05 }, { "score": 2.294020652770996, "text": "and for a period of up to 2 (two) years following termination of this contract", "probability": 2.3538593467023883e-05 }, { "score": 2.2548890113830566, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly,", "probability": 2.2635279023534068e-05 }, { "score": 2.110753059387207, "text": "KCI pledges that it will not", "probability": 1.9596946355297265e-05 }, { "score": 2.0841288566589355, "text": "(3) limit access to such information to it's employees or agents who need\n\n\n\n\n\nsuch information to perform this agreement. Not withstanding anything to the contrary contained herein, a Party shall be allowed to disclose Confidential Information pursuant to judicial or governmental order or if otherwise required to do so by law.\n\nKCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.908207767995803e-05 }, { "score": 2.05728816986084, "text": "circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.8576714101499707e-05 }, { "score": 2.0094971656799316, "text": "following termination of this contract", "probability": 1.7709794749329728e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Disparagement": [ { "score": 12.7512788772583, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.3879681026544253 }, { "score": 12.095500946044922, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.20137023831884543 }, { "text": "", "score": 11.641359329223633, "probability": 0.12786865171163422 }, { "score": 11.349525451660156, "text": "(ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.09550414989993868 }, { "score": 10.689315795898438, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.04935109949821875 }, { "score": 10.615659713745117, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and", "probability": 0.04584673396290928 }, { "score": 10.61072826385498, "text": "(ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.045621199654382875 }, { "score": 9.257887840270996, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will", "probability": 0.01179330608533395 }, { "score": 8.756058692932129, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business", "probability": 0.00713992978496169 }, { "score": 8.714434623718262, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business", "probability": 0.006848837111036672 }, { "score": 8.01008415222168, "text": "(ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business", "probability": 0.0033862679036134468 }, { "score": 7.996166229248047, "text": "act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.003339464546040892 }, { "score": 7.559762001037598, "text": "(I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.0021584842739952163 }, { "score": 7.522296905517578, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and", "probability": 0.002079112572527038 }, { "score": 7.507485866546631, "text": "PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.0020485456777038845 }, { "score": 7.453705310821533, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner", "probability": 0.0019412839035921378 }, { "score": 7.3552093505859375, "text": "KCI, its officers, directors, employees and any authorized sub-licensee", "probability": 0.001759190218276282 }, { "score": 7.2114715576171875, "text": "(I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.0015236607186915265 }, { "score": 7.044638633728027, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner", "probability": 0.0012895365407191856 }, { "score": 6.940674781799316, "text": "KCI, its officers, directors, employees and any authorized sub-licensee", "probability": 0.0011622049631537126 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.808679580688477, "probability": 0.9778490696233224 }, { "score": 7.8783063888549805, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.019201379794593874 }, { "score": 5.844226837158203, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.002511556270407735 }, { "score": 2.7260661125183105, "text": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "probability": 0.00011110738247955624 }, { "score": 2.422194242477417, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 8.19922945017474e-05 }, { "score": 1.7641363143920898, "text": "for a period of up to 2 (two) years following termination of this contract", "probability": 4.24602075873422e-05 }, { "score": 1.6282103061676025, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 3.706382168307119e-05 }, { "score": 1.1054461002349854, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 2.197437784259313e-05 }, { "score": 0.9940738677978516, "text": "and for a period of up to 2 (two) years following termination of this contract", "probability": 1.9658403357478634e-05 }, { "score": 0.970365047454834, "text": "K", "probability": 1.919780747178799e-05 }, { "score": 0.7282510995864868, "text": "2 (two) years following termination of this contract", "probability": 1.506964009997498e-05 }, { "score": 0.6986035108566284, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.4629419591209595e-05 }, { "score": 0.5201706886291504, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 1.2238683566085753e-05 }, { "score": 0.3974956274032593, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.082574028639028e-05 }, { "score": 0.3437535762786865, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.0259299957577485e-05 }, { "score": 0.24498701095581055, "text": "KCI", "probability": 9.294455521009836e-06 }, { "score": 0.23265361785888672, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 9.180527352049016e-06 }, { "score": 0.16083550453186035, "text": "following termination of this contract", "probability": 8.544318297223102e-06 }, { "score": 0.0591583251953125, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period", "probability": 7.718263133954057e-06 }, { "score": -0.07050275802612305, "text": "KCI pledges that it will not", "probability": 6.779668946798915e-06 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.276961326599121, "probability": 0.9627427117168149 }, { "score": 8.520858764648438, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 0.022503787771451334 }, { "score": 7.63878059387207, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.009314808724119125 }, { "score": 5.786670207977295, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.", "probability": 0.0014615464445763948 }, { "score": 5.470616340637207, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 0.001065496850250218 }, { "score": 5.284934997558594, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.0008849358463071744 }, { "score": 4.8960795402526855, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee", "probability": 0.0005998380457475563 }, { "score": 4.544589996337891, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 0.00042206956697922503 }, { "score": 4.460579872131348, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 0.0003880600233075192 }, { "score": 3.691678285598755, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144", "probability": 0.00017987432999648704 }, { "score": 2.9948837757110596, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 8.960973202961237e-05 }, { "score": 2.841871500015259, "text": "Once", "probability": 7.689583046254785e-05 }, { "score": 2.542233943939209, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee", "probability": 5.698648296302545e-05 }, { "score": 2.2338380813598633, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In", "probability": 4.186366371049168e-05 }, { "score": 2.190744400024414, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 4.0097923695216234e-05 }, { "score": 1.9963939189910889, "text": "KCI wishes to purchase the services of Provider on behalf of KCI's customers.", "probability": 3.3015398497349697e-05 }, { "score": 1.9848473072052002, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 3.263637493796975e-05 }, { "score": 1.828881025314331, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers", "probability": 2.792329202330916e-05 }, { "score": 1.6803396940231323, "text": "KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 2.4068883105741526e-05 }, { "score": 1.122137188911438, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 1.377309902477802e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Change Of Control": [ { "text": "", "score": 12.302964210510254, "probability": 0.9506947686297819 }, { "score": 8.8237943649292, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.029312768530444944 }, { "score": 7.763735771179199, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 0.010154983938210056 }, { "score": 6.248780727386475, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 0.002232248937806344 }, { "score": 6.18140172958374, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 0.002086797453284029 }, { "score": 6.046679496765137, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.001823774653799617 }, { "score": 5.509561538696289, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 0.0010658689488368452 }, { "score": 5.380499362945557, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 0.0009368128078605854 }, { "score": 4.899816989898682, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 0.0005792887807863806 }, { "score": 3.9055981636047363, "text": "will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 0.00021434401794613695 }, { "score": 3.5362281799316406, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144", "probability": 0.0001481480780747962 }, { "score": 3.446836471557617, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.00013547953459704023 }, { "score": 3.3864543437957764, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee", "probability": 0.0001275410744116212 }, { "score": 3.24531888961792, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 0.00011075305694857064 }, { "score": 3.0782856941223145, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter\n\n8 ASSIGNMENT\n\nThis Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 9.371608274083782e-05 }, { "score": 2.7056455612182617, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 6.456223758684761e-05 }, { "score": 2.6355743408203125, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 6.0193144192929174e-05 }, { "score": 2.5785796642303467, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 5.68583897008815e-05 }, { "score": 2.512535333633423, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 5.3224533965254964e-05 }, { "score": 2.4064457416534424, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter\n\n8 ASSIGNMENT\n\nThis Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 4.786716902414159e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Anti-Assignment": [ { "score": 13.483116149902344, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 0.5198411325255367 }, { "score": 12.784186363220215, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 0.2584218853219464 }, { "text": "", "score": 12.075380325317383, "probability": 0.127203405829602 }, { "score": 11.568304061889648, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 0.07660873946797915 }, { "score": 9.77042007446289, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 0.012690163617751715 }, { "score": 8.554537773132324, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 0.003761977965555099 }, { "score": 6.61745548248291, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.0005421907420252199 }, { "score": 5.473328590393066, "text": "This", "probability": 0.00017268877224732668 }, { "score": 5.2623186111450195, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed", "probability": 0.00013983749392745113 }, { "score": 4.902800559997559, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNot", "probability": 9.760833990354611e-05 }, { "score": 4.893343925476074, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which", "probability": 9.668964423781438e-05 }, { "score": 4.6290740966796875, "text": "provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 7.423505487527485e-05 }, { "score": 4.540520668029785, "text": "no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 6.794394640269239e-05 }, { "score": 4.385331630706787, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.\n\n9 ENTIRE AGREEMENT\n\nThe parties have read this Agreement and all of its Schedules, Exhibits and attachments and agree to be bound by its terms, and further agree that it constitutes the complete statement of the Agreement between them which supersedes all other agreements, covenants, representations or proposals, oral or written, and all other communications between them relating to the subject matter of this Agreement.", "probability": 5.8177228210368275e-05 }, { "score": 4.301778793334961, "text": "ASSIGNMENT\n\nThis Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 5.351388607015901e-05 }, { "score": 3.9309539794921875, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party,", "probability": 3.6933402526128884e-05 }, { "score": 3.9301445484161377, "text": "provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 3.690351957810492e-05 }, { "score": 3.8415911197662354, "text": "no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 3.377610160722855e-05 }, { "score": 3.826232671737671, "text": "\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 3.3261316376199265e-05 }, { "score": 3.686918020248413, "text": "Not", "probability": 2.8935823641430405e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.132858276367188, "probability": 0.7822983951843001 }, { "score": 9.973034858703613, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.09023458954042488 }, { "score": 9.852627754211426, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.07999832725367086 }, { "score": 8.503620147705078, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 0.020759378461591767 }, { "score": 7.532410621643066, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock", "probability": 0.007860015610892683 }, { "score": 7.144478797912598, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 0.005332695159547758 }, { "score": 7.121592044830322, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.005212033130091887 }, { "score": 6.541658878326416, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock", "probability": 0.002918403876639601 }, { "score": 5.818838119506836, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding", "probability": 0.0014165383170318313 }, { "score": 5.762451171875, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.0013388742417780063 }, { "score": 4.911296367645264, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 0.0005715943820492497 }, { "score": 4.4596967697143555, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding", "probability": 0.00036388213840436707 }, { "score": 4.351720809936523, "text": "Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.00032663850164764034 }, { "score": 4.338194847106934, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc.", "probability": 0.0003222501466832425 }, { "score": 4.233619689941406, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc.", "probability": 0.0002902529951807505 }, { "score": 4.06243896484375, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee", "probability": 0.00024458727904865733 }, { "score": 3.6793057918548584, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.0001667405550399113 }, { "score": 3.5521554946899414, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 0.00014683195132669184 }, { "score": 3.3355424404144287, "text": "Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.00011823517982134592 }, { "score": 2.941589117050171, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 7.973609482863728e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.051913261413574, "probability": 0.750030128439799 }, { "score": 10.115715026855469, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.10819283480111577 }, { "score": 9.163463592529297, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.04174850774787856 }, { "score": 8.795293807983398, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.02888995403801855 }, { "score": 8.071761131286621, "text": "$25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.014012660562469394 }, { "score": 7.963806629180908, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.\n\nKCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.012578723112680247 }, { "score": 7.740969657897949, "text": "$25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.010066064071368808 }, { "score": 7.26057243347168, "text": "Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.00622623956250585 }, { "score": 6.921780586242676, "text": "Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.004437009891898349 }, { "score": 6.569088935852051, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.00311830333622454 }, { "score": 6.558725833892822, "text": "Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.0030861549072466413 }, { "score": 6.5495500564575195, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 0.003057966559465595 }, { "score": 6.537535190582275, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.003021445339522338 }, { "score": 6.22793436050415, "text": "Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.002216954652688698 }, { "score": 6.19874382019043, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.002153175944688981 }, { "score": 5.998470306396484, "text": "Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.001762389259003965 }, { "score": 5.919853210449219, "text": "$25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.\n\nKCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.0016291417232876984 }, { "score": 5.7586822509765625, "text": "Yournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.0013866383525182545 }, { "score": 5.659678936004639, "text": "Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.0012559334130682923 }, { "score": 5.5538177490234375, "text": "$25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.0011297742845504054 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.277914047241211, "probability": 0.8047878407993792 }, { "score": 10.631068229675293, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.1550477095823914 }, { "score": 8.95472526550293, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.029002728423863432 }, { "score": 7.416196823120117, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 0.006226793210176567 }, { "score": 5.651106357574463, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.001065848292847388 }, { "score": 5.437288761138916, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 0.0008606678724804756 }, { "score": 4.870107650756836, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 0.0004881035487367904 }, { "score": 4.843700408935547, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 0.00047538277972229123 }, { "score": 4.3699564933776855, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 0.0002960050206984452 }, { "score": 4.187723159790039, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.00024669261363536785 }, { "score": 4.049755573272705, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 0.00021490057856440916 }, { "score": 3.870764970779419, "text": "If", "probability": 0.00017968133007011022 }, { "score": 3.868870973587036, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter", "probability": 0.00017934133621077752 }, { "score": 3.8675222396850586, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.00017909961551569473 }, { "score": 3.7603371143341064, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 0.00016089581391229516 }, { "score": 3.6531741619110107, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.00014454546352414153 }, { "score": 3.4527883529663086, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI", "probability": 0.00011829816690880389 }, { "score": 3.404944896697998, "text": "Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.00011277163214052368 }, { "score": 3.3503098487854004, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 0.00010677563581279309 }, { "score": 3.34224796295166, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.", "probability": 0.00010591828340920256 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.175484657287598, "probability": 0.5191573866087342 }, { "score": 11.39571762084961, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.23804031509569787 }, { "score": 10.898575782775879, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.14479199748127164 }, { "score": 9.994195938110352, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.05861076411862613 }, { "score": 8.749650955200195, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.016884117460963813 }, { "score": 7.557010650634766, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.005122963500357999 }, { "score": 7.062221527099609, "text": "Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.003123468105427539 }, { "score": 6.895081996917725, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 0.002642708733480426 }, { "score": 6.877401828765869, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.0025963958151878808 }, { "score": 6.391486167907715, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 0.0015971305254448682 }, { "score": 6.124027252197266, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.0012223187649319988 }, { "score": 6.011347770690918, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.0010920647826412465 }, { "score": 5.973970413208008, "text": "Yournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.0010519997144111655 }, { "score": 5.926007270812988, "text": "$25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.0010027334294727222 }, { "score": 5.810253620147705, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.", "probability": 0.0008931292692199642 }, { "score": 5.516558647155762, "text": "Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.0006658313137312464 }, { "score": 5.31541633605957, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 0.0005445142128899617 }, { "score": 4.994623184204102, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 0.00039508498466948394 }, { "score": 4.714773178100586, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.00029864359926429516 }, { "score": 4.600643157958984, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 0.00026643248357553355 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.248537063598633, "probability": 0.9895369825273255 }, { "score": 7.563132286071777, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 0.009132434995959277 }, { "score": 5.486445903778076, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 0.0011447038754408326 }, { "score": 3.1518895626068115, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 0.00011086851141556822 }, { "score": 1.8582141399383545, "text": "not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 3.040689812355219e-05 }, { "score": 0.5398869514465332, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 8.136355122934805e-06 }, { "score": 0.1870274543762207, "text": "Not", "probability": 5.717220776431441e-06 }, { "score": 0.1544933319091797, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.\n\n9 ENTIRE AGREEMENT\n\nThe parties have read this Agreement and all of its Schedules, Exhibits and attachments and agree to be bound by its terms, and further agree that it constitutes the complete statement of the Agreement between them which supersedes all other agreements, covenants, representations or proposals, oral or written, and all other communications between them relating to the subject matter of this Agreement.", "probability": 5.534209218134066e-06 }, { "score": -0.2184724509716034, "text": "not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 3.8113478909274656e-06 }, { "score": -0.40106844902038574, "text": "withstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 3.1752517027901e-06 }, { "score": -0.6290144920349121, "text": "Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 2.5280313129439283e-06 }, { "score": -0.6402735710144043, "text": "shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 2.4997276443455753e-06 }, { "score": -0.658991813659668, "text": "either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 2.453372334184724e-06 }, { "score": -0.6616913080215454, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 2.4467584005557357e-06 }, { "score": -0.80487060546875, "text": ".", "probability": 2.1203575904985515e-06 }, { "score": -1.0327439308166504, "text": "acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 1.6882819663079647e-06 }, { "score": -1.2947101593017578, "text": "The damages shall accrue until the transfer agent receives the opinion letter\n\n8 ASSIGNMENT\n\nThis Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 1.299195459258614e-06 }, { "score": -1.4451048374176025, "text": "\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 1.117786641722711e-06 }, { "score": -1.5086791515350342, "text": "in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 1.0489358805160728e-06 }, { "score": -1.5304369926452637, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER", "probability": 1.0263597943670836e-06 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.178349494934082, "probability": 0.9755511822025454 }, { "score": 8.177230834960938, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 0.017847866305481068 }, { "score": 7.1663432121276855, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 0.0064947641930309195 }, { "score": 1.801508903503418, "text": "Not", "probability": 3.038403524025111e-05 }, { "score": 1.2659802436828613, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 1.778559133755997e-05 }, { "score": 0.2550925016403198, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 6.472101820111857e-06 }, { "score": 0.09068179130554199, "text": "withstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 5.490889156519423e-06 }, { "score": 0.033530235290527344, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party", "probability": 5.185875322638158e-06 }, { "score": -0.01599740982055664, "text": "Notwithstanding the foregoing,", "probability": 4.9352878555404075e-06 }, { "score": -0.07709217071533203, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services", "probability": 4.642793533361307e-06 }, { "score": -0.19367265701293945, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party,", "probability": 4.1318934045543615e-06 }, { "score": -0.19829010963439941, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 4.112858562582325e-06 }, { "score": -0.36520910263061523, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party", "probability": 3.480581257181349e-06 }, { "score": -0.45589232444763184, "text": "common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 3.1788391594446307e-06 }, { "score": -0.4780995845794678, "text": "either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 3.1090239230355223e-06 }, { "score": -0.5487780570983887, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its", "probability": 2.8968685791549145e-06 }, { "score": -0.5956540107727051, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated", "probability": 2.7642086725102377e-06 }, { "score": -0.6764640808105469, "text": "Notwithstanding the foregoing", "probability": 2.549620002872271e-06 }, { "score": -0.6815533638000488, "text": "Notwithstanding the foregoing, either party may assign this Agreement,", "probability": 2.5366772278200895e-06 }, { "score": -0.6841282844543457, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER", "probability": 2.530153887379172e-06 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__License Grant": [ { "text": "", "score": 11.676815032958984, "probability": 0.9983917964828826 }, { "score": 4.779335975646973, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 0.0010087043883860928 }, { "score": 3.6985421180725098, "text": "To market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 0.0003422796678049058 }, { "score": 2.0559005737304688, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 6.622026942007131e-05 }, { "score": 1.69407057762146, "text": "To market Private Labeled Service to retail and wholesale clients of KCI", "probability": 4.611584519768052e-05 }, { "score": 1.6933883428573608, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 4.6084394094648673e-05 }, { "score": 1.3249738216400146, "text": "Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 3.1882582214293274e-05 }, { "score": 0.09771180152893066, "text": "To market Private Labeled Service to retail and wholesale clients of KCI.\n\nKCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business. KCI shall promptly and fully cooperate with Provider to address and resolve all issues, problems, administrative procedures, End User complaints, regulatory investigations or inquiries or any other circumstances arising from KCI's use of Provider's services.\n\n5 PROPRIETARY INFORMATION\n\nThe parties understand and agree that the terms and conditions of this Agreement, all documents and invoices and all communications between the parties regarding this Agreement or the Service to be provided as well as such information relevant to any other agreement between the parties (collectively \"Confidential Information\"), are strictly confidential between KCI and Provider. For purposes of this Agreement, \"Confidential Information\" shall mean information in written or other tangible form specifically labeled as such when disclosed by a Party. Confidential Information shall remain the property of the disclosing Party. A Party receiving Confidential Information shall:", "probability": 9.344592450655784e-06 }, { "score": -0.1902545690536499, "text": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT\n\nThis Agreement is made on this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 7.006452133570149e-06 }, { "score": -0.25445687770843506, "text": "YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 6.570757674639816e-06 }, { "score": -0.44079387187957764, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 5.453688425358704e-06 }, { "score": -0.45732855796813965, "text": "KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 5.36425481511167e-06 }, { "score": -0.5276523232460022, "text": "Private Labeled Service to retail and wholesale clients of KCI.", "probability": 4.999978956347669e-06 }, { "score": -0.5567609667778015, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.", "probability": 4.856534220489771e-06 }, { "score": -0.5701473951339722, "text": "To market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 4.7919557748056926e-06 }, { "score": -0.5803382992744446, "text": "KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 4.743369402880836e-06 }, { "score": -0.614189863204956, "text": "Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 4.585486301843259e-06 }, { "score": -0.9612854719161987, "text": "Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 3.2407362933629536e-06 }, { "score": -1.0300471782684326, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 3.0253864901862894e-06 }, { "score": -1.060999870300293, "text": "Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities", "probability": 2.933177060714518e-06 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.060281753540039, "probability": 0.9987553195459995 }, { "score": 5.2320404052734375, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 0.0010814129520461166 }, { "score": 2.4737634658813477, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 6.856257381155112e-05 }, { "score": 2.1760611534118652, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 5.090924318824486e-05 }, { "score": 0.7197890281677246, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144", "probability": 1.1867129804292227e-05 }, { "score": 0.6509854793548584, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 1.1078084951482385e-05 }, { "score": 0.43581175804138184, "text": "Once", "probability": 8.93338253741868e-06 }, { "score": -1.4076275825500488, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 1.4139055460992972e-06 }, { "score": -1.4813507795333862, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 1.313417566059722e-06 }, { "score": -1.5756556987762451, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 1.1952168698166549e-06 }, { "score": -1.6238441467285156, "text": "Once the common stock has been registered,", "probability": 1.1389869215287628e-06 }, { "score": -1.639130711555481, "text": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 1.1217081272929185e-06 }, { "score": -1.772578239440918, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The", "probability": 9.81576927622468e-07 }, { "score": -1.7978097200393677, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 9.57120126544039e-07 }, { "score": -1.9825705289840698, "text": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT\n\nThis Agreement is made on this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 7.956569285933537e-07 }, { "score": -2.0035886764526367, "text": "CI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 7.791082147995691e-07 }, { "score": -2.176088333129883, "text": "The damages shall accrue until the transfer agent receives the opinion letter", "probability": 6.556652011506647e-07 }, { "score": -2.340970039367676, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock,", "probability": 5.560001635062974e-07 }, { "score": -2.4190902709960938, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 5.142185433460582e-07 }, { "score": -2.4581782817840576, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 4.945065248951188e-07 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.199445724487305, "probability": 0.9998641378883109 }, { "score": 2.059605598449707, "text": "A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.", "probability": 3.946975019161371e-05 }, { "score": 1.6731202602386475, "text": "A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 2.681735419054846e-05 }, { "score": 0.9517974853515625, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 1.3036152346253262e-05 }, { "score": 0.7151864767074585, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.", "probability": 1.0289412344556873e-05 }, { "score": 0.2146838903427124, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 6.2377082823365395e-06 }, { "score": 0.11501742154359818, "text": "\"KCI\"", "probability": 5.645994658025445e-06 }, { "score": 0.007749795913696289, "text": "Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 5.071713647599273e-06 }, { "score": -0.12319241464138031, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 4.449254470812641e-06 }, { "score": -0.3522005081176758, "text": "A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI", "probability": 3.538590393849032e-06 }, { "score": -0.4370764493942261, "text": "Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business", "probability": 3.250641991697632e-06 }, { "score": -0.46383213996887207, "text": "A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.", "probability": 3.1648220261986926e-06 }, { "score": -0.6613322496414185, "text": "KCI\"", "probability": 2.597622782837163e-06 }, { "score": -0.8333734273910522, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 2.187054223071441e-06 }, { "score": -0.9196490049362183, "text": "\"KCI\" \"PROVIDER\"", "probability": 2.0062753778242085e-06 }, { "score": -0.9755575060844421, "text": "\"PROVIDER\"", "probability": 1.8971854694567281e-06 }, { "score": -1.0291211605072021, "text": "\"KCI\"", "probability": 1.7982389081812304e-06 }, { "score": -1.099693775177002, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.", "probability": 1.6757070354975968e-06 }, { "score": -1.2743782997131348, "text": "To market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 1.4071278800068035e-06 }, { "score": -1.3371573686599731, "text": "KCI\"", "probability": 1.3215054689241056e-06 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.245412826538086, "probability": 0.9999223992538072 }, { "score": 1.8234699964523315, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 2.9769671016332714e-05 }, { "score": 0.8863608837127686, "text": "A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.", "probability": 1.1662528517275591e-05 }, { "score": 0.870097279548645, "text": "A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 1.1474387839663145e-05 }, { "score": 0.6992522478103638, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 9.672360406391757e-06 }, { "score": -0.8668639659881592, "text": "A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI", "probability": 2.0201184770149314e-06 }, { "score": -0.8791384696960449, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.9954740835446086e-06 }, { "score": -1.1160626411437988, "text": "such information to perform this agreement. Not withstanding anything to the contrary contained herein, a Party shall be allowed to disclose Confidential Information pursuant to judicial or governmental order or if otherwise required to do so by law.\n\nKCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.5745310572655205e-06 }, { "score": -1.1615047454833984, "text": "KCI, its officers, directors, employees and any authorized sub-licensee", "probability": 1.5045823963454508e-06 }, { "score": -1.2562291622161865, "text": "To market Private Labeled Service to retail and wholesale clients of KCI.\n\nKCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 1.368603621206051e-06 }, { "score": -1.5091054439544678, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 1.0628082354681453e-06 }, { "score": -1.567996621131897, "text": "To market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 1.0020255552079573e-06 }, { "score": -1.577993392944336, "text": "A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.\n\nKCI, its officers, directors, employees and any authorized sub-licensee", "probability": 9.920584368915926e-07 }, { "score": -1.8051822185516357, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business", "probability": 7.904427156868078e-07 }, { "score": -1.9969611167907715, "text": "A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program", "probability": 6.525020558111193e-07 }, { "score": -2.351914644241333, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 4.5753837565447254e-07 }, { "score": -2.373342990875244, "text": "A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.", "probability": 4.4783838330439244e-07 }, { "score": -2.477557420730591, "text": "KCI, its officers, directors, employees and any authorized sub-licensee will", "probability": 4.0351674487535307e-07 }, { "score": -2.509270191192627, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 3.9092089129383775e-07 }, { "score": -2.5949060916900635, "text": "Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.", "probability": 3.588373834451078e-07 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.82914924621582, "probability": 0.9964700874707743 }, { "score": 5.702037334442139, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.002175170842730747 }, { "score": 4.609746932983398, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.0007296551953070693 }, { "score": 3.079073667526245, "text": "KCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.", "probability": 0.00015789003692578342 }, { "score": 2.3391995429992676, "text": "$25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 7.534101672868953e-05 }, { "score": 2.0869033336639404, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 5.854106583448892e-05 }, { "score": 2.0607852935791016, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 5.7031882180086004e-05 }, { "score": 1.8380074501037598, "text": "KCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.\n\nKCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business. KCI shall promptly and fully cooperate with Provider to address and resolve all issues, problems, administrative procedures, End User complaints, regulatory investigations or inquiries or any other circumstances arising from KCI's use of Provider's services.\n\n5 PROPRIETARY INFORMATION\n\nThe parties understand and agree that the terms and conditions of this Agreement, all documents and invoices and all communications between the parties regarding this Agreement or the Service to be provided as well as such information relevant to any other agreement between the parties (collectively \"Confidential Information\"), are strictly confidential between KCI and Provider. For purposes of this Agreement, \"Confidential Information\" shall mean information in written or other tangible form specifically labeled as such when disclosed by a Party.", "probability": 4.5642194400571976e-05 }, { "score": 1.7825971841812134, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 4.3181939407290135e-05 }, { "score": 1.5470795631408691, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 3.412071635334499e-05 }, { "score": 1.4989955425262451, "text": "Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 3.251887522499164e-05 }, { "score": 1.3347389698028564, "text": "KCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge", "probability": 2.7593055374068573e-05 }, { "score": 1.1612962484359741, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service", "probability": 2.3199283691142242e-05 }, { "score": 0.7929166555404663, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 1.6050529022211878e-05 }, { "score": 0.5412756204605103, "text": "$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 1.2479668184886551e-05 }, { "score": 0.5206112861633301, "text": "K", "probability": 1.2224430391598817e-05 }, { "score": 0.38975176215171814, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 1.0724994119650062e-05 }, { "score": -0.13308338820934296, "text": "Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 6.35817741407193e-06 }, { "score": -0.1529383659362793, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 6.233180950448854e-06 }, { "score": -0.19851922988891602, "text": "24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.", "probability": 5.955444984239042e-06 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.181554794311523, "probability": 0.99875031994893 }, { "score": 5.002536296844482, "text": "This agreement shall be for a term of five years from the date of this document.", "probability": 0.000761463012261588 }, { "score": 4.3044328689575195, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.0003788491751234246 }, { "score": 2.4345145225524902, "text": "This agreement shall be for a term of five years from the date of this document.", "probability": 5.8394390062877516e-05 }, { "score": 1.4510774612426758, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 2.1840865153401164e-05 }, { "score": 0.9984774589538574, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 1.389018896484594e-05 }, { "score": -0.6856474876403809, "text": "This agreement shall be for a term of five years from the date of this document", "probability": 2.578113202318485e-06 }, { "score": -0.8508583307266235, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 2.1855051054488286e-06 }, { "score": -1.1167659759521484, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.\n\n2 PROVIDER'S REPRESENTATIONS\n\nYournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 1.6752113327900032e-06 }, { "score": -1.1938307285308838, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 1.550960743717626e-06 }, { "score": -1.2350571155548096, "text": "K", "probability": 1.4883203266743823e-06 }, { "score": -1.2872962951660156, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.\n\n2 PROVIDER'S REPRESENTATIONS\n\nYournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 1.412567551455754e-06 }, { "score": -1.8022890090942383, "text": "This", "probability": 8.440161014727343e-07 }, { "score": -2.201723575592041, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.\n\n2 PROVIDER'S REPRESENTATIONS\n\nYournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service.", "probability": 5.660809026260856e-07 }, { "score": -2.2654078006744385, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 5.311544155650206e-07 }, { "score": -2.278632640838623, "text": "Be it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 5.241762277307406e-07 }, { "score": -2.3404622077941895, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 4.92748239533308e-07 }, { "score": -2.350857973098755, "text": "KCI", "probability": 4.876522785820219e-07 }, { "score": -2.398967742919922, "text": "2 (two) years following termination of this contract", "probability": 4.647468450837182e-07 }, { "score": -2.4510388374328613, "text": "This agreement shall be for a term of five years from the date of this document", "probability": 4.4116623019892453e-07 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.336042404174805, "probability": 0.9999987032906695 }, { "score": -2.0216176509857178, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 5.814962278897693e-07 }, { "score": -2.5711426734924316, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 3.3565352843318695e-07 }, { "score": -3.4963834285736084, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.3306512998423177e-07 }, { "score": -4.549860000610352, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 4.640290826769442e-08 }, { "score": -5.120375633239746, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 2.6228497298618535e-08 }, { "score": -5.241237640380859, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 2.3242546399809096e-08 }, { "score": -5.444003105163574, "text": "By signing this agreement, both parties authorize a nationally recognized wire service to\n\n\n\n\n\ndistribute a release regarding this agreement, drafted by Kingdom Ventures.", "probability": 1.897683511575018e-08 }, { "score": -5.655365943908691, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once", "probability": 1.5361374235165894e-08 }, { "score": -5.656988620758057, "text": "\"PROVIDER\"", "probability": 1.5336467901750405e-08 }, { "score": -5.715608596801758, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 1.44632874574126e-08 }, { "score": -5.788991451263428, "text": "\"KCI\"", "probability": 1.3439937500153697e-08 }, { "score": -5.840004920959473, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 1.2771513910115971e-08 }, { "score": -5.860325813293457, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 1.2514604505770532e-08 }, { "score": -6.193626403808594, "text": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 8.967399580959697e-09 }, { "score": -6.204890727996826, "text": "Once", "probability": 8.86695466905685e-09 }, { "score": -6.261165618896484, "text": "\"KCI\" \"PROVIDER\"", "probability": 8.381748272723479e-09 }, { "score": -6.305546760559082, "text": "YourNetPlus.com\n\n\"KCI\"", "probability": 8.01789064550511e-09 }, { "score": -6.469616889953613, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 6.804643495418611e-09 }, { "score": -6.482456207275391, "text": "The damages shall accrue until the transfer agent receives the opinion letter\n\n8 ASSIGNMENT\n\nThis Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.\n\n9 ENTIRE AGREEMENT\n\nThe parties have read this Agreement and all of its Schedules, Exhibits and attachments and agree to be bound by its terms, and further agree that it constitutes the complete statement of the Agreement between them which supersedes all other agreements, covenants, representations or proposals, oral or written, and all other communications between them relating to the subject matter of this Agreement.", "probability": 6.717834991796057e-09 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Post-Termination Services": [ { "score": 12.641717910766602, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.5067945105215073 }, { "text": "", "score": 12.382424354553223, "probability": 0.3910408618473125 }, { "score": 10.662887573242188, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 0.07005462390332469 }, { "score": 8.7506103515625, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 0.010350119417190592 }, { "score": 8.473085403442383, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.007841836931597948 }, { "score": 8.212013244628906, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 0.0060399815095184585 }, { "score": 7.501453399658203, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 0.0029678598553229078 }, { "score": 6.6661577224731445, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 0.0012872979747759468 }, { "score": 5.850940227508545, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.0005696847926194723 }, { "score": 5.658004283905029, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 0.00046972493037863766 }, { "score": 5.624348163604736, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 0.0004541788887707252 }, { "score": 5.562132835388184, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144", "probability": 0.0004267830567680561 }, { "score": 5.476602077484131, "text": "for a period of up to 2 (two) years following termination of this contract", "probability": 0.00039179747561368075 }, { "score": 5.086036205291748, "text": "CI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.00026511910828913956 }, { "score": 4.916592597961426, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 0.0002237961477729 }, { "score": 4.881873607635498, "text": "following termination of this contract", "probability": 0.00021615950680577243 }, { "score": 4.7674713134765625, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 0.00019279246480167613 }, { "score": 4.716870307922363, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once", "probability": 0.0001832796801279978 }, { "score": 4.447997093200684, "text": "K", "probability": 0.00014006968911595954 }, { "score": 4.000344753265381, "text": "2 (two) years following termination of this contract", "probability": 8.952229838558724e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Audit Rights": [ { "text": "", "score": 12.271565437316895, "probability": 0.9999993433063785 }, { "score": -3.6342482566833496, "text": "\"KCI\"", "probability": 1.2364956627178917e-07 }, { "score": -3.9356348514556885, "text": "\"PROVIDER\"", "probability": 9.147492504310328e-08 }, { "score": -4.493522644042969, "text": "KCI\"", "probability": 5.236178853562506e-08 }, { "score": -4.495996475219727, "text": "\"KCI\"", "probability": 5.22324144015371e-08 }, { "score": -4.622027397155762, "text": "Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI\"", "probability": 4.6047448121478904e-08 }, { "score": -4.6283063888549805, "text": "\"KCI\" \"PROVIDER\"", "probability": 4.575922240734584e-08 }, { "score": -4.6462249755859375, "text": "YourNetPlus.com\n\n\"KCI\"", "probability": 4.4946584218913804e-08 }, { "score": -4.646541595458984, "text": "YourNetPlus.com\n\n\"KCI\"", "probability": 4.49323554897926e-08 }, { "score": -4.899545669555664, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 3.4888388753552134e-08 }, { "score": -5.487580299377441, "text": "KCI\" \"PROVIDER\"", "probability": 1.937763262751857e-08 }, { "score": -5.507453918457031, "text": "By signing this agreement, both parties authorize a nationally recognized wire service to\n\n\n\n\n\ndistribute a release regarding this agreement, drafted by Kingdom Ventures. Yournetplus shall have the opportunity to review and approve any press release before it is distributed.\n\n13 KCI AUTHORIZATION KCI represents that the person executing this Agreement has been duly authorized by KCI to execute KCI to the terms and conditions contained herein. KCI, with full knowledge of all terms and conditions herein, are not in conflict with any law or the terms of any charter or bylaw or any agreement to which KCI is a party or by which it is bound or affected.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on behalf of each other by a person with full power and authority to bind such party.\n\n Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI\"", "probability": 1.8996330415342096e-08 }, { "score": -5.640599727630615, "text": "YourNetPlus.com\n\n\"KCI\" \"PROVIDER\"", "probability": 1.6628199436009196e-08 }, { "score": -5.691778182983398, "text": "KCI\"", "probability": 1.5798603656431278e-08 }, { "score": -5.8443145751953125, "text": "Yournetplus shall have the opportunity to review and approve any press release before it is distributed.\n\n13 KCI AUTHORIZATION KCI represents that the person executing this Agreement has been duly authorized by KCI to execute KCI to the terms and conditions contained herein. KCI, with full knowledge of all terms and conditions herein, are not in conflict with any law or the terms of any charter or bylaw or any agreement to which KCI is a party or by which it is bound or affected.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on behalf of each other by a person with full power and authority to bind such party.\n\n Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI\"", "probability": 1.3563538065187679e-08 }, { "score": -6.00344705581665, "text": "Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI\"", "probability": 1.1568115931636826e-08 }, { "score": -6.2802629470825195, "text": "rendered upon it in a court of competent subject matter jurisdiction located in New York.\n\n12 REGULATION FD\n\nRegulation FD's public disclosure requirements include that material information must be disclosed to all shareholders at the same time. Both companies recognize that the signing of this Agreement creates a relationship that may be considered material news to both companies' shareholders. For full compliance with Reg. FD, an issuance of a news release may be required. By signing this agreement, both parties authorize a nationally recognized wire service to\n\n\n\n\n\ndistribute a release regarding this agreement, drafted by Kingdom Ventures. Yournetplus shall have the opportunity to review and approve any press release before it is distributed.\n\n13 KCI AUTHORIZATION KCI represents that the person executing this Agreement has been duly authorized by KCI to execute KCI to the terms and conditions contained herein. KCI, with full knowledge of all terms and conditions herein, are not in conflict with any law or the terms of any charter or bylaw or any agreement to which KCI is a party or by which it is bound or affected.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on behalf of each other by a person with full power and authority to bind such party.\n\n Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI\"", "probability": 8.770876951485956e-09 }, { "score": -6.7475786209106445, "text": "KCI represents that the person executing this Agreement has been duly authorized by KCI to execute KCI to the terms and conditions contained herein. KCI, with full knowledge of all terms and conditions herein, are not in conflict with any law or the terms of any charter or bylaw or any agreement to which KCI is a party or by which it is bound or affected.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on behalf of each other by a person with full power and authority to bind such party.\n\n Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI\"", "probability": 5.4965527446025035e-09 }, { "score": -6.806238174438477, "text": "IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on behalf of each other by a person with full power and authority to bind such party.\n\n Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI\"", "probability": 5.183401849885537e-09 }, { "score": -6.838732719421387, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 5.0176767286239715e-09 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.427626609802246, "probability": 0.9950340331800289 }, { "score": 6.478287696838379, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 0.0025946147001527898 }, { "score": 5.998039722442627, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.0016051064099443727 }, { "score": 4.78379487991333, "text": "The damages shall accrue until the transfer agent receives the opinion letter", "probability": 0.00047661092627711483 }, { "score": 3.6617684364318848, "text": "The damages shall accrue until the transfer agent receives the opinion letter", "probability": 0.00015519370500418188 }, { "score": 3.021662712097168, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee", "probability": 8.182381368229684e-05 }, { "score": 1.094611644744873, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter\n\n8 ASSIGNMENT\n\nThis Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 1.1911654072415842e-05 }, { "score": 0.6896853446960449, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter\n", "probability": 7.945382598000923e-06 }, { "score": 0.6265449523925781, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The", "probability": 7.459217846066679e-06 }, { "score": 0.6217172145843506, "text": "In", "probability": 7.423293484524864e-06 }, { "score": -0.33755552768707275, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 2.844394121314696e-06 }, { "score": -0.3576928377151489, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 2.787688540201672e-06 }, { "score": -0.5998811721801758, "text": "The damages shall accrue until the transfer agent receives the opinion letter\n\n8 ASSIGNMENT\n\nThis Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 2.1880799798954216e-06 }, { "score": -0.7390021085739136, "text": "the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 1.9038982625000539e-06 }, { "score": -0.8178032636642456, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 1.7596278648906055e-06 }, { "score": -0.8379405736923218, "text": "Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 1.7245480846753477e-06 }, { "score": -1.004807472229004, "text": "The damages shall accrue until the transfer agent receives the opinion letter\n", "probability": 1.4595061684635842e-06 }, { "score": -1.0679478645324707, "text": "The", "probability": 1.370201412451441e-06 }, { "score": -1.2192498445510864, "text": "the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 1.1778088027630443e-06 }, { "score": -1.795450210571289, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages", "probability": 6.619636720444096e-07 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.245840072631836, "probability": 0.8782011309452866 }, { "score": 9.539852142333984, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.058667605883994875 }, { "score": 9.226162910461426, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.04287112334357474 }, { "score": 8.232344627380371, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 0.015869201221685076 }, { "score": 5.908000469207764, "text": "The damages shall accrue until the transfer agent receives the opinion letter", "probability": 0.0015527631829728287 }, { "score": 5.61509370803833, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee", "probability": 0.0011585037262543062 }, { "score": 4.997004508972168, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 0.0006244026053813795 }, { "score": 4.766915798187256, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.0004960648432125519 }, { "score": 3.9372525215148926, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter\n", "probability": 0.0002163815693085189 }, { "score": 2.749191999435425, "text": "In", "probability": 6.595567013330294e-05 }, { "score": 2.589384078979492, "text": "K", "probability": 5.621451127195524e-05 }, { "score": 2.577061653137207, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The", "probability": 5.5526062516190375e-05 }, { "score": 2.1114397048950195, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 3.485618363430746e-05 }, { "score": 2.049807548522949, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 3.2772783539374303e-05 }, { "score": 1.8932385444641113, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter\n\n8 ASSIGNMENT\n\nThis Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "probability": 2.8023106352576132e-05 }, { "score": 1.612907886505127, "text": "The damages shall accrue until the transfer agent receives the opinion letter\n", "probability": 2.1172406184179278e-05 }, { "score": 1.5241215229034424, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based", "probability": 1.9373620547953472e-05 }, { "score": 1.0559897422790527, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 1.2131199371791845e-05 }, { "score": 0.7717146873474121, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages", "probability": 9.129450801522585e-06 }, { "score": 0.5972237586975098, "text": "2 (two) years following termination of this contract", "probability": 7.667683975953433e-06 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Liquidated Damages": [ { "score": 12.37421989440918, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.30697191410686625 }, { "text": "", "score": 12.213602066040039, "probability": 0.26142264576200436 }, { "score": 11.797182083129883, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.17238294856955477 }, { "score": 11.569393157958984, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.13726721793516733 }, { "score": 10.31103229522705, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter", "probability": 0.039000273511722326 }, { "score": 10.15320110321045, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.03330599687834397 }, { "score": 9.631431579589844, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee", "probability": 0.01976609198396227 }, { "score": 9.323274612426758, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee", "probability": 0.014524123786745963 }, { "score": 9.09548568725586, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee", "probability": 0.011565448216870325 }, { "score": 7.533473014831543, "text": "The damages shall accrue until the transfer agent receives the opinion letter", "probability": 0.0024254313353761943 }, { "score": 5.448886871337891, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter\n", "probability": 0.0003016231873519806 }, { "score": 4.894314765930176, "text": "In", "probability": 0.0001732276124948611 }, { "score": 4.761188983917236, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.00015163565349129372 }, { "score": 4.756913185119629, "text": "Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.00015098867410895113 }, { "score": 4.716684818267822, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 0.00014503519850162547 }, { "score": 4.708264350891113, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.00014381906174985564 }, { "score": 4.301526069641113, "text": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The", "probability": 9.575738113125366e-05 }, { "score": 4.013042449951172, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 7.176049336474607e-05 }, { "score": 4.008819580078125, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 7.145809707870076e-05 }, { "score": 3.876514434814453, "text": "for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 6.260255411267378e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.983154296875, "probability": 0.7322589743368496 }, { "score": 10.268682479858398, "text": "This agreement shall be for a term of five years from the date of this document.", "probability": 0.1318496719120046 }, { "score": 9.899227142333984, "text": "This agreement shall be for a term of five years from the date of this document.", "probability": 0.0911227124814042 }, { "score": 8.792973518371582, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.030143022282334453 }, { "score": 7.650444030761719, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.009615957666267548 }, { "score": 5.662299633026123, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.0013168987988390805 }, { "score": 5.533853530883789, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1 TERM\n\nThis agreement shall be for a term of five years from the date of this document.", "probability": 0.0011581610847507223 }, { "score": 5.035437107086182, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.\n\n2 PROVIDER'S REPRESENTATIONS\n\nYournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.", "probability": 0.0007035734873035679 }, { "score": 4.514954090118408, "text": "This agreement shall be for a term of five years from the date of this document", "probability": 0.00041808690336187247 }, { "score": 4.505939483642578, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.\n\nKCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "probability": 0.00041433495105008486 }, { "score": 4.307114601135254, "text": "This agreement shall be for a term of five years from the date of this document", "probability": 0.00033962763446976205 }, { "score": 4.218303203582764, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.\n\n2 PROVIDER'S REPRESENTATIONS\n\nYournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 0.0003107654436547454 }, { "score": 2.7556936740875244, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.\n\n2 PROVIDER'S REPRESENTATIONS\n\nYournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service", "probability": 7.1982922088404e-05 }, { "score": 2.667194128036499, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 6.588622241635944e-05 }, { "score": 2.2941646575927734, "text": "This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.\n\n2 PROVIDER'S REPRESENTATIONS\n\nYournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 4.5372213542601684e-05 }, { "score": 2.0984809398651123, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 3.730831273851792e-05 }, { "score": 2.072002649307251, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 3.633341614884373e-05 }, { "score": 1.9492237567901611, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "probability": 3.2135424234419e-05 }, { "score": 1.9226603507995605, "text": "This", "probability": 3.129303579967488e-05 }, { "score": 1.8079441785812378, "text": "for a period of up to 2 (two) years following termination of this contract", "probability": 2.790147074070054e-05 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Insurance": [ { "text": "", "score": 12.199087142944336, "probability": 0.9999991194159219 }, { "score": -3.1002321243286133, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 2.2677213190127811e-07 }, { "score": -3.817009925842285, "text": "By signing this agreement, both parties authorize a nationally recognized wire service to\n\n\n\n\n\ndistribute a release regarding this agreement, drafted by Kingdom Ventures. Yournetplus shall have the opportunity to review and approve any press release before it is distributed.\n\n13 KCI AUTHORIZATION KCI represents that the person executing this Agreement has been duly authorized by KCI to execute KCI to the terms and conditions contained herein. KCI, with full knowledge of all terms and conditions herein, are not in conflict with any law or the terms of any charter or bylaw or any agreement to which KCI is a party or by which it is bound or affected.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on behalf of each other by a person with full power and authority to bind such party.\n\n Kingdom Connect, Inc. YourNetPlus.com\n\n\"KCI\"", "probability": 1.107380926506549e-07 }, { "score": -4.035961151123047, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 8.896265387582689e-08 }, { "score": -4.39993953704834, "text": "To market Private Labeled Service to retail and wholesale clients of KCI.\n\nKCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business. KCI shall promptly and fully cooperate with Provider to address and resolve all issues, problems, administrative procedures, End User complaints, regulatory investigations or inquiries or any other circumstances arising from KCI's use of Provider's services.\n\n5 PROPRIETARY INFORMATION\n\nThe parties understand and agree that the terms and conditions of this Agreement, all documents and invoices and all communications between the parties regarding this Agreement or the Service to be provided as well as such information relevant to any other agreement between the parties (collectively \"Confidential Information\"), are strictly confidential between KCI and Provider. For purposes of this Agreement, \"Confidential Information\" shall mean information in written or other tangible form specifically labeled as such when disclosed by a Party. Confidential Information shall remain the property of the disclosing Party. A Party receiving Confidential Information shall:", "probability": 6.182070102208348e-08 }, { "score": -4.4129838943481445, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "probability": 6.101952647327038e-08 }, { "score": -4.777740001678467, "text": "\"PROVIDER\"", "probability": 4.236988335981614e-08 }, { "score": -4.886926651000977, "text": "To market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 3.798727223423206e-08 }, { "score": -5.2737836837768555, "text": "YourNetPlus.com\n\n\"KCI\" \"PROVIDER\"", "probability": 2.5800506657974888e-08 }, { "score": -5.341362476348877, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI", "probability": 2.4114548656978913e-08 }, { "score": -5.353219032287598, "text": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT\n\nThis Agreement is made on this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 2.3830321469329685e-08 }, { "score": -5.413752555847168, "text": "YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 2.243058114725807e-08 }, { "score": -5.414999961853027, "text": "KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.\n\nKCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business. KCI shall promptly and fully cooperate with Provider to address and resolve all issues, problems, administrative procedures, End User complaints, regulatory investigations or inquiries or any other circumstances arising from KCI's use of Provider's services.\n\n5 PROPRIETARY INFORMATION\n\nThe parties understand and agree that the terms and conditions of this Agreement, all documents and invoices and all communications between the parties regarding this Agreement or the Service to be provided as well as such information relevant to any other agreement between the parties (collectively \"Confidential Information\"), are strictly confidential between KCI and Provider. For purposes of this Agreement, \"Confidential Information\" shall mean information in written or other tangible form specifically labeled as such when disclosed by a Party. Confidential Information shall remain the property of the disclosing Party. A Party receiving Confidential Information shall:", "probability": 2.240261854960206e-08 }, { "score": -5.448732376098633, "text": "This Agreement is made on this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 2.165952772501004e-08 }, { "score": -5.500576496124268, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities.", "probability": 2.0565220367719965e-08 }, { "score": -5.528476238250732, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years", "probability": 1.9999386041681532e-08 }, { "score": -5.5690178871154785, "text": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3 PROVIDER'S RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.", "probability": 1.920479382591106e-08 }, { "score": -5.65125846862793, "text": "YourNetPlus.com\n\n\"KCI\"", "probability": 1.7688581966610106e-08 }, { "score": -5.692512035369873, "text": "\"KCI\"", "probability": 1.6973711724523234e-08 }, { "score": -5.736453056335449, "text": "KCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4 KCI'S RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.", "probability": 1.6244018636071413e-08 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.169645309448242, "probability": 0.7505592314246616 }, { "score": 11.033946990966797, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.24107793238161915 }, { "score": 7.133962631225586, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n", "probability": 0.004879954481960471 }, { "score": 6.657325744628906, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 0.0030298072564271736 }, { "score": 3.915921926498413, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 0.00019536126129648707 }, { "score": 3.0219192504882812, "text": "K", "probability": 7.990574803912886e-05 }, { "score": 2.3095855712890625, "text": "Any controversy or claim arising out of, relating to or in connection with this Agreement that has not been resolved through the informal mediation of the parties shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms set forth below:", "probability": 3.9193625210859716e-05 }, { "score": 1.6827936172485352, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 2.0941276372043044e-05 }, { "score": 1.315798282623291, "text": "KCI", "probability": 1.4508385936991255e-05 }, { "score": 1.2592573165893555, "text": "KCI pledges that it will not", "probability": 1.3710827603437244e-05 }, { "score": 1.1250851154327393, "text": "during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.1989288852277163e-05 }, { "score": 1.1138362884521484, "text": "KCI pledges that it will", "probability": 1.1855179119090747e-05 }, { "score": 1.088562250137329, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 1.155930557702549e-05 }, { "score": 1.0271382331848145, "text": "pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.0870653004021879e-05 }, { "score": 0.7952661514282227, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly,", "probability": 8.620944862945106e-06 }, { "score": 0.7911489009857178, "text": "CI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 8.585523243770138e-06 }, { "score": 0.5647647380828857, "text": "for a period of up to 2 (two) years following termination of this contract", "probability": 6.84619674376295e-06 }, { "score": 0.5436439514160156, "text": "KCI pledges that", "probability": 6.7031159907289456e-06 }, { "score": 0.5066792964935303, "text": "either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 6.4598612330031044e-06 }, { "score": 0.42668914794921875, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period", "probability": 5.9632622460989e-06 } ], "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.987874984741211, "probability": 0.9999484752432872 }, { "score": 1.6576125621795654, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 3.2628841613575265e-05 }, { "score": 0.07491111755371094, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 6.7025976800287585e-06 }, { "score": -0.3053666353225708, "text": "\"PROVIDER\"", "probability": 4.582374950251472e-06 }, { "score": -1.6334762573242188, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "probability": 1.2142271572229133e-06 }, { "score": -1.812424898147583, "text": "\"PROVIDER\"", "probability": 1.0152746316923076e-06 }, { "score": -1.8967126607894897, "text": "Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 9.332066492456558e-07 }, { "score": -2.068840503692627, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144.", "probability": 7.85640117993249e-07 }, { "score": -2.220093011856079, "text": "\"KCI\"", "probability": 6.753602919114385e-07 }, { "score": -2.220977306365967, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7 CONSIDERATION TO PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.", "probability": 6.747633384933205e-07 }, { "score": -2.7452993392944336, "text": "YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 3.994305815691872e-07 }, { "score": -2.872223377227783, "text": "YourNetPlus.com\n\n\"KCI\"", "probability": 3.5181868691258e-07 }, { "score": -3.0350992679595947, "text": "\"KCI\" \"PROVIDER\"", "probability": 2.989391551380954e-07 }, { "score": -3.06514310836792, "text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider", "probability": 2.900914499001347e-07 }, { "score": -3.4624037742614746, "text": "Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 1.9498751909212007e-07 }, { "score": -3.619075298309326, "text": "Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 1.6671137567188543e-07 }, { "score": -3.6734066009521484, "text": "Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.", "probability": 1.5789539000425942e-07 }, { "score": -3.687229633331299, "text": "YourNetPlus.com\n\n\"KCI\" \"PROVIDER\"", "probability": 1.557278126757743e-07 }, { "score": -3.73010516166687, "text": "K", "probability": 1.4919201453503522e-07 }, { "score": -3.74031662940979, "text": "such information to perform this agreement. Not withstanding anything to the contrary contained herein, a Party shall be allowed to disclose Confidential Information pursuant to judicial or governmental order or if otherwise required to do so by law.\n\nKCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "probability": 1.4767629711171025e-07 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Document Name": [ { "score": 14.0261869430542, "text": "JOINT FILING AGREEMENT", "probability": 0.9748079611192125 }, { "score": 9.44359016418457, "text": "Joint Filing Agreement", "probability": 0.009970629384091649 }, { "score": 8.99728775024414, "text": "Exhibit A\n\nJOINT FILING AGREEMENT", "probability": 0.0063811051019794845 }, { "score": 8.24451732635498, "text": "JOINT FILING AGREEMENT\n", "probability": 0.0030058815076594685 }, { "score": 7.607929706573486, "text": "FILING AGREEMENT", "probability": 0.0015903963345179877 }, { "text": "", "score": 7.158328056335449, "probability": 0.0010144855147081679 }, { "score": 6.5359392166137695, "text": "Joint Filing Agreement", "probability": 0.0005444347177169976 }, { "score": 6.2490739822387695, "text": "Joint Filing Agreement", "probability": 0.00040865971080321774 }, { "score": 6.203545093536377, "text": "Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement", "probability": 0.0003904710840879826 }, { "score": 6.199131011962891, "text": "\nJOINT FILING AGREEMENT", "probability": 0.0003887513112718333 }, { "score": 6.108191013336182, "text": "INT FILING AGREEMENT", "probability": 0.00035495812966279667 }, { "score": 6.091543197631836, "text": "JOINT FILING AGRE", "probability": 0.0003490977685921278 }, { "score": 5.348812103271484, "text": "JOINT FILING AG", "probability": 0.00016610513443359807 }, { "score": 5.1998748779296875, "text": "JO", "probability": 0.0001431200376835875 }, { "score": 5.083229064941406, "text": "AGREEMENT", "probability": 0.00012736256854809313 }, { "score": 5.077389717102051, "text": "ING AGREEMENT", "probability": 0.00012662102139162403 }, { "score": 4.621802806854248, "text": "Joint Filing Agreement]", "probability": 8.028731444309388e-05 }, { "score": 4.321023941040039, "text": "Joint Filing Agreement", "probability": 5.9431997846298164e-05 }, { "score": 4.208060264587402, "text": "JOINT FILING AGREEMENT\n\nPursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act", "probability": 5.308365626011834e-05 }, { "score": 3.851332187652588, "text": "JOINT FILING", "probability": 3.715658508894329e-05 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Parties": [ { "score": 10.75202751159668, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 0.092818566039585 }, { "score": 10.700854301452637, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 0.08818822711832391 }, { "score": 10.582172393798828, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 0.07831910471693479 }, { "score": 10.577713012695312, "text": "CLARUS IV-D, L.P.", "probability": 0.07797062755503809 }, { "score": 10.520439147949219, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 0.07363042483421008 }, { "score": 10.42590045928955, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 0.06698841088449593 }, { "score": 10.194313049316406, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 0.05314012127898838 }, { "score": 10.123936653137207, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 0.04952887468147199 }, { "score": 9.976856231689453, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 0.04275454070039768 }, { "score": 9.974764823913574, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P.", "probability": 0.042665216960263486 }, { "score": 9.829442977905273, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 0.03689448755642601 }, { "score": 9.798901557922363, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C.,", "probability": 0.03578471085832029 }, { "score": 9.789756774902344, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 0.03545895917644608 }, { "score": 9.760316848754883, "text": "Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 0.034430266650065794 }, { "score": 9.736201286315918, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 0.0336098930479663 }, { "score": 9.722418785095215, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 0.03314984226373153 }, { "score": 9.691715240478516, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 0.0321474912103256 }, { "score": 9.673543930053711, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 0.03156860466053539 }, { "score": 9.671245574951172, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 0.03149613211266154 }, { "score": 9.60426139831543, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 0.029455497693812137 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Agreement Date": [ { "score": 14.344205856323242, "text": "14t h day of February 2020", "probability": 0.7857848200679552 }, { "score": 12.769660949707031, "text": "14t h day of February 2020.", "probability": 0.16273743641715746 }, { "text": "", "score": 10.909027099609375, "probability": 0.02531771206516667 }, { "score": 10.177736282348633, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 0.01218509416701714 }, { "score": 9.346370697021484, "text": "February 2020", "probability": 0.005306050800493915 }, { "score": 8.749774932861328, "text": "this 14t h day of February 2020", "probability": 0.002921952524726762 }, { "score": 8.603191375732422, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 0.0025235547144707364 }, { "score": 7.771824836730957, "text": "February 2020.", "probability": 0.0010988915275890754 }, { "score": 7.175229072570801, "text": "this 14t h day of February 2020.", "probability": 0.0006051409973573677 }, { "score": 6.760972023010254, "text": "14t h day of February 2020. CLARUS IV-A, L.P.", "probability": 0.00039989596860763756 }, { "score": 5.906119346618652, "text": "this Agreement this 14t h day of February 2020", "probability": 0.00017009409065980494 }, { "score": 5.779711723327637, "text": "the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 0.00014989636197259166 }, { "score": 5.715754508972168, "text": "14", "probability": 0.00014060955288340736 }, { "score": 5.6163763999938965, "text": "h day of February 2020", "probability": 0.0001273079318290426 }, { "score": 5.341242790222168, "text": "hereby execute this Agreement this 14t h day of February 2020", "probability": 9.668663694023203e-05 }, { "score": 5.293821811676025, "text": "day of February 2020", "probability": 9.220867577390916e-05 }, { "score": 5.291141510009766, "text": "t h day of February 2020", "probability": 9.196185962521699e-05 }, { "score": 5.22673225402832, "text": "WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 8.622538861660276e-05 }, { "score": 5.197531700134277, "text": "14t h day of February", "probability": 8.374396529457507e-05 }, { "score": 5.160707950592041, "text": "of February 2020", "probability": 8.071628586259289e-05 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Effective Date": [ { "score": 14.577542304992676, "text": "14t h day of February 2020", "probability": 0.659088433675953 }, { "score": 13.234456062316895, "text": "14t h day of February 2020.", "probability": 0.17204765055664586 }, { "score": 12.503856658935547, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 0.08286162709925789 }, { "text": "", "score": 11.65327262878418, "probability": 0.035395618561581146 }, { "score": 11.160770416259766, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 0.021630099293682016 }, { "score": 10.919021606445312, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 0.01698510902844724 }, { "score": 9.575935363769531, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 0.004433772394539656 }, { "score": 9.492108345031738, "text": "February 2020", "probability": 0.004077254149523271 }, { "score": 8.149022102355957, "text": "February 2020.", "probability": 0.0010643215102947845 }, { "score": 7.8257527351379395, "text": "this 14t h day of February 2020", "probability": 0.0007703334155759919 }, { "score": 6.876687526702881, "text": "the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 0.0002981981564149131 }, { "score": 6.7255330085754395, "text": "h day of February 2020", "probability": 0.00025636538237832637 }, { "score": 6.6505818367004395, "text": "14t h day of February 2020. CLARUS IV-A, L.P.", "probability": 0.00023785292725054627 }, { "score": 6.482666492462158, "text": "this 14t h day of February 2020.", "probability": 0.00020108690658693509 }, { "score": 6.102827072143555, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 0.00013753765929303734 }, { "score": 6.099233627319336, "text": "this Agreement this 14t h day of February 2020", "probability": 0.0001370443122416958 }, { "score": 5.951720714569092, "text": "t h day of February 2020", "probability": 0.00011824886249105916 }, { "score": 5.82943058013916, "text": "14t h day of February", "probability": 0.00010463742438726854 }, { "score": 5.5336012840271, "text": "the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 7.78412874359941e-05 }, { "score": 5.522311210632324, "text": "14", "probability": 7.696739601939703e-05 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Expiration Date": [ { "text": "", "score": 11.731413841247559, "probability": 0.9950110839245511 }, { "score": 5.3700337409973145, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 0.0017183658920515666 }, { "score": 5.054077625274658, "text": "14t h day of February 2020", "probability": 0.00125284587147524 }, { "score": 4.815997123718262, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 0.0009874169956179807 }, { "score": 4.5000410079956055, "text": "14t h day of February 2020.", "probability": 0.0007199172842679704 }, { "score": 2.2652640342712402, "text": "February 2020", "probability": 7.70426641844219e-05 }, { "score": 2.037762403488159, "text": "this 14t h day of February 2020", "probability": 6.136610935989935e-05 }, { "score": 1.711227536201477, "text": "February 2020.", "probability": 4.427069079053912e-05 }, { "score": 1.4837257862091064, "text": "this 14t h day of February 2020.", "probability": 3.526253612062376e-05 }, { "score": 0.8471870422363281, "text": "this Agreement this 14t h day of February 2020", "probability": 1.86581371023116e-05 }, { "score": 0.7006213665008545, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 1.611445476927374e-05 }, { "score": 0.29315054416656494, "text": "this Agreement this 14t h day of February 2020.", "probability": 1.0721444113181929e-05 }, { "score": 0.1465848684310913, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 9.259779005577222e-06 }, { "score": -0.13132894039154053, "text": "the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 7.013005642013203e-06 }, { "score": -0.25235986709594727, "text": "h day of February 2020", "probability": 6.213568989457138e-06 }, { "score": -0.2602558135986328, "text": "hereby execute this Agreement this 14t h day of February 2020", "probability": 6.164700167823853e-06 }, { "score": -0.5303599834442139, "text": ", the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 4.705515498497329e-06 }, { "score": -0.5374977588653564, "text": "WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 4.67204816886035e-06 }, { "score": -0.5568034648895264, "text": "t h day of February 2020", "probability": 4.582716064618676e-06 }, { "score": -0.6152238845825195, "text": "WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 4.3226620591646825e-06 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Renewal Term": [ { "text": "", "score": 11.548456192016602, "probability": 0.9999997070179819 }, { "score": -4.7031049728393555, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 8.750573894086643e-08 }, { "score": -5.720128059387207, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 3.1648200557816834e-08 }, { "score": -6.293220520019531, "text": ".", "probability": 1.78425995625899e-08 }, { "score": -6.515738010406494, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.4283018891576172e-08 }, { "score": -6.526947021484375, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.4123814304479256e-08 }, { "score": -6.532713890075684, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 1.4042598528811285e-08 }, { "score": -6.551723480224609, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.3778175733340015e-08 }, { "score": -6.591784477233887, "text": "Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.3237118286125254e-08 }, { "score": -6.59522819519043, "text": "Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.31916117849406e-08 }, { "score": -6.728790283203125, "text": "BLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.154230601082194e-08 }, { "score": -6.922002792358398, "text": "[Galera Therapeutics, Inc.", "probability": 9.514401133721239e-09 }, { "score": -6.942813873291016, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 9.318442291809173e-09 }, { "score": -7.125526428222656, "text": "BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 7.762332925361433e-09 }, { "score": -7.196256637573242, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 7.232268249145274e-09 }, { "score": -7.272071838378906, "text": "[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 6.7042222438919765e-09 }, { "score": -7.282988548278809, "text": "By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 6.631432231168868e-09 }, { "score": -7.441560745239258, "text": "Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 5.659007970979334e-09 }, { "score": -7.489016532897949, "text": "Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 5.396727865366742e-09 }, { "score": -7.902803897857666, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 3.568000854080539e-09 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.815505981445312, "probability": 0.9999999432238608 }, { "score": -5.634371757507324, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 2.640063442774854e-08 }, { "score": -7.156202793121338, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 5.7635696035856034e-09 }, { "score": -7.6464972496032715, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party", "probability": 3.529875316165021e-09 }, { "score": -7.76957893371582, "text": "This", "probability": 3.121085521941384e-09 }, { "score": -7.8456196784973145, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 2.8925547848794016e-09 }, { "score": -8.10645580291748, "text": "This Agreement shall remain in full force and effect until revoked by", "probability": 2.2284449175158503e-09 }, { "score": -8.14810562133789, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.1375368840740695e-09 }, { "score": -8.491584777832031, "text": "This", "probability": 1.5161512037878132e-09 }, { "score": -8.553895950317383, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this", "probability": 1.42456121699736e-09 }, { "score": -8.837522506713867, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 1.0727627090749722e-09 }, { "score": -8.880743980407715, "text": ".", "probability": 1.0273840541218529e-09 }, { "score": -8.894128799438477, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.", "probability": 1.0137243249156716e-09 }, { "score": -8.980972290039062, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN", "probability": 9.294033189092692e-10 }, { "score": -9.145384788513184, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement", "probability": 7.884983305823274e-10 }, { "score": -9.315082550048828, "text": "This Agreement shall", "probability": 6.654293874236961e-10 }, { "score": -9.451943397521973, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This", "probability": 5.803153601573442e-10 }, { "score": -9.461524963378906, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 5.74781583773912e-10 }, { "score": -9.48348617553711, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF,", "probability": 5.622962814503253e-10 }, { "score": -9.510828018188477, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby", "probability": 5.471303421587161e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Governing Law": [ { "text": "", "score": 12.209415435791016, "probability": 0.999999982937562 }, { "score": -7.372498035430908, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 3.1309997066809843e-09 }, { "score": -8.091043472290039, "text": "CLARUS IV-D, L.P.", "probability": 1.5262395686665624e-09 }, { "score": -8.182235717773438, "text": "CLARUS IV-C, L.P.", "probability": 1.393215892058067e-09 }, { "score": -8.373260498046875, "text": ", L.P.", "probability": 1.15095252948753e-09 }, { "score": -8.378507614135742, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.1449291644201257e-09 }, { "score": -8.483577728271484, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 1.0307355316870556e-09 }, { "score": -8.631311416625977, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 8.891751599750533e-10 }, { "score": -8.788183212280273, "text": "This", "probability": 7.600790574225846e-10 }, { "score": -8.849896430969238, "text": "CLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P.", "probability": 7.145902004119177e-10 }, { "score": -8.884902954101562, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner", "probability": 6.900076668963313e-10 }, { "score": -9.060988426208496, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this", "probability": 5.786033815360739e-10 }, { "score": -9.062274932861328, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 5.778594830541518e-10 }, { "score": -9.098180770874023, "text": ", L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P.", "probability": 5.574790321875535e-10 }, { "score": -9.10927677154541, "text": "L.P.", "probability": 5.513274366421391e-10 }, { "score": -9.131471633911133, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement", "probability": 5.392255961974294e-10 }, { "score": -9.171347618103027, "text": "This Agreement shall remain in full force and effect until revoked by", "probability": 5.181465125212112e-10 }, { "score": -9.235175132751465, "text": "this Agreement this 14t h day of February 2020.", "probability": 4.86107858488447e-10 }, { "score": -9.321621894836426, "text": "IN", "probability": 4.4585053308433994e-10 }, { "score": -9.489587783813477, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 3.7691431455260063e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.039852142333984, "probability": 0.9999981900910264 }, { "score": -2.3912153244018555, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 5.403389135100505e-07 }, { "score": -2.4893038272857666, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.898543281502218e-07 }, { "score": -3.5809621810913086, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.6442420491218925e-07 }, { "score": -3.921421527862549, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 1.1697852335023678e-07 }, { "score": -3.9874966144561768, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 1.0949898395301855e-07 }, { "score": -4.282222270965576, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 8.154782139387581e-08 }, { "score": -4.380311012268066, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 7.39286820516379e-08 }, { "score": -4.8647356033325195, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.554388111758629e-08 }, { "score": -5.01308012008667, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.926493041416955e-08 }, { "score": -5.271269798278809, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 3.033014451437823e-08 }, { "score": -5.419614315032959, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 2.6148650149820225e-08 }, { "score": -5.471969127655029, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.4814862227685636e-08 }, { "score": -5.878503799438477, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 1.652555689404383e-08 }, { "score": -5.96317195892334, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner", "probability": 1.518396483254388e-08 }, { "score": -6.222535133361816, "text": "CLARUS IV-D, L.P.", "probability": 1.1715078249200838e-08 }, { "score": -6.807345867156982, "text": "By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 6.527774134343912e-09 }, { "score": -6.858956813812256, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 6.199415856318564e-09 }, { "score": -6.962078094482422, "text": "BLACKSTONE CLARUS GP L.P", "probability": 5.591982023358744e-09 }, { "score": -6.980251312255859, "text": "BL", "probability": 5.491275568077886e-09 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Compete": [ { "text": "", "score": 11.778958320617676, "probability": 0.9999999606395129 }, { "score": -7.287093162536621, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 5.24468044543467e-09 }, { "score": -7.346208572387695, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.943625182006704e-09 }, { "score": -7.553510665893555, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.018050404848232e-09 }, { "score": -7.731858253479004, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 3.3617081524145263e-09 }, { "score": -7.94015645980835, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 2.7295889146929345e-09 }, { "score": -7.968666076660156, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.652868215902757e-09 }, { "score": -8.041083335876465, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.4675460162598754e-09 }, { "score": -8.414913177490234, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.6979035760157883e-09 }, { "score": -8.576071739196777, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.4451826829660233e-09 }, { "score": -8.701383590698242, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 1.2749715775828126e-09 }, { "score": -8.737543106079102, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.2296927862232955e-09 }, { "score": -8.75377082824707, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 1.209898714065585e-09 }, { "score": -8.805932998657227, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.148405522721992e-09 }, { "score": -8.851203918457031, "text": "THE BLACKSTONE GROUP INC.", "probability": 1.0975753926564965e-09 }, { "score": -8.883159637451172, "text": "THE BLACKSTONE GROUP INC.", "probability": 1.0630560642655784e-09 }, { "score": -8.908685684204102, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 1.0362638498813402e-09 }, { "score": -8.936821937561035, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 1.0075136260949184e-09 }, { "score": -9.08703327178955, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 8.669917699377756e-10 }, { "score": -9.089374542236328, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P.", "probability": 8.649642821040418e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Exclusivity": [ { "text": "", "score": 12.199493408203125, "probability": 0.999999986955804 }, { "score": -8.237112998962402, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.33197048935874e-09 }, { "score": -8.329864501953125, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.2139844865250342e-09 }, { "score": -8.501260757446289, "text": "THE BLACKSTONE GROUP INC.", "probability": 1.0227669577706919e-09 }, { "score": -8.701719284057617, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 8.369868927948995e-10 }, { "score": -8.71490478515625, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 8.260232406662515e-10 }, { "score": -8.745691299438477, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 8.009803342291038e-10 }, { "score": -8.769170761108398, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 7.82392813573382e-10 }, { "score": -8.902015686035156, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 6.850638246861734e-10 }, { "score": -9.000969886779785, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 6.205199824425801e-10 }, { "score": -9.004636764526367, "text": "CLARUS IV-D, L.P.", "probability": 6.182487781867063e-10 }, { "score": -9.08768367767334, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 5.689792790369067e-10 }, { "score": -9.184996604919434, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 5.162189977883526e-10 }, { "score": -9.18952751159668, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner", "probability": 5.138853484503478e-10 }, { "score": -9.235045433044434, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 4.910187240735642e-10 }, { "score": -9.240676879882812, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman", "probability": 4.882613495234836e-10 }, { "score": -9.324128150939941, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 4.4916915039732127e-10 }, { "score": -9.337392807006836, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.4325041786086974e-10 }, { "score": -9.34132194519043, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 4.415122427204957e-10 }, { "score": -9.457813262939453, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 3.92962595989985e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.04008674621582, "probability": 0.9999999820255531 }, { "score": -7.544674396514893, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 3.1220963281361435e-09 }, { "score": -7.7128448486328125, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.6388262713816938e-09 }, { "score": -8.128753662109375, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner", "probability": 1.7409403715286554e-09 }, { "score": -8.17115592956543, "text": ".", "probability": 1.6686637278956883e-09 }, { "score": -8.497620582580566, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C.,", "probability": 1.203890613489218e-09 }, { "score": -8.66179370880127, "text": "This", "probability": 1.0216156696443772e-09 }, { "score": -9.081592559814453, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party", "probability": 6.713843615156488e-10 }, { "score": -9.179574012756348, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 6.087211852481846e-10 }, { "score": -9.202603340148926, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN", "probability": 5.948629313865129e-10 }, { "score": -9.234301567077637, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P.", "probability": 5.763025508350921e-10 }, { "score": -9.368353843688965, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 5.040021369534158e-10 }, { "score": -9.399393081665039, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This", "probability": 4.88598588558594e-10 }, { "score": -9.41567611694336, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 4.807071432046031e-10 }, { "score": -9.459336280822754, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.", "probability": 4.601709592195664e-10 }, { "score": -9.471579551696777, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 4.5457131047337066e-10 }, { "score": -9.49526596069336, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF,", "probability": 4.4393066531822497e-10 }, { "score": -9.51573657989502, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 4.3493551200882963e-10 }, { "score": -9.5258150100708, "text": "Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 4.305740600324078e-10 }, { "score": -9.52795696258545, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 4.2965277786534e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.861870765686035, "probability": 0.9999999851445316 }, { "score": -7.828273296356201, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.8098237530630284e-09 }, { "score": -8.092036247253418, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 2.1583818753009034e-09 }, { "score": -8.862258911132812, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 9.991365182871723e-10 }, { "score": -8.867110252380371, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 9.943011046884414e-10 }, { "score": -9.073468208312988, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 8.089055224197167e-10 }, { "score": -9.296138763427734, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 6.474305777265378e-10 }, { "score": -9.324769020080566, "text": "THE BLACKSTONE GROUP INC.", "probability": 6.291573065303038e-10 }, { "score": -9.376420974731445, "text": "This", "probability": 5.974851086034064e-10 }, { "score": -9.393589973449707, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 5.873144474105238e-10 }, { "score": -9.460140228271484, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 5.495007326333887e-10 }, { "score": -9.466404914855957, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]", "probability": 5.460690432182411e-10 }, { "score": -9.510275840759277, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 5.226303856527857e-10 }, { "score": -9.521780967712402, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.", "probability": 5.16651914199173e-10 }, { "score": -9.629934310913086, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN", "probability": 4.6368990678744266e-10 }, { "score": -9.672353744506836, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.4443179045320915e-10 }, { "score": -9.744029998779297, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This", "probability": 4.1369142125012443e-10 }, { "score": -9.79194164276123, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer", "probability": 3.9433811162371006e-10 }, { "score": -9.79516887664795, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party", "probability": 3.9306754162308684e-10 }, { "score": -9.830397605895996, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 3.794613433116711e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.182897567749023, "probability": 0.999999934036743 }, { "score": -5.749693870544434, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.6292002328184456e-08 }, { "score": -5.832136631011963, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 1.5002720813530374e-08 }, { "score": -6.115741729736328, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.1298008525414478e-08 }, { "score": -7.400723457336426, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 3.1256577651817746e-09 }, { "score": -7.709638595581055, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.294992573714613e-09 }, { "score": -7.76677131652832, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 2.1675486761661253e-09 }, { "score": -7.792080879211426, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.1133773846231856e-09 }, { "score": -8.050524711608887, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.6320607687873474e-09 }, { "score": -8.07135009765625, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.5984239388817593e-09 }, { "score": -8.075685501098633, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.5915091263165818e-09 }, { "score": -8.153792381286621, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.4719319975861035e-09 }, { "score": -8.412236213684082, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.1367030257170082e-09 }, { "score": -8.437397003173828, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.1084594850499756e-09 }, { "score": -8.521918296813965, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.01862115751123e-09 }, { "score": -8.610160827636719, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 9.32587195681388e-10 }, { "score": -8.69260311126709, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 8.58786521192155e-10 }, { "score": -8.738444328308105, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 8.203074047990449e-10 }, { "score": -8.77562141418457, "text": "By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 7.90370693774406e-10 }, { "score": -8.884002685546875, "text": "CLARUS IV GP, L.P.", "probability": 7.091881014750686e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.723388671875, "probability": 0.9999999539705177 }, { "score": -7.09147310256958, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 6.742319576084787e-09 }, { "score": -7.167724609375, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 6.247319611914164e-09 }, { "score": -7.3424177169799805, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 5.2459660092682934e-09 }, { "score": -7.347689628601074, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 5.21838251286356e-09 }, { "score": -7.358956813812256, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 5.159916025482109e-09 }, { "score": -7.915696144104004, "text": "THE BLACKSTONE GROUP INC.", "probability": 2.9570169556864577e-09 }, { "score": -8.339049339294434, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.9363945793735347e-09 }, { "score": -8.720330238342285, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 1.3225304124926632e-09 }, { "score": -8.796581268310547, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 1.2254349604523728e-09 }, { "score": -8.801276206970215, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.2196951031639505e-09 }, { "score": -8.808149337768555, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party", "probability": 1.2113407224498389e-09 }, { "score": -8.86659049987793, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman", "probability": 1.1425774359932055e-09 }, { "score": -8.913551330566406, "text": "By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.0901614324887253e-09 }, { "score": -8.942331314086914, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.0592337876995578e-09 }, { "score": -8.976546287536621, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 1.0236051243609995e-09 }, { "score": -9.094612121582031, "text": "This", "probability": 9.096139479185298e-10 }, { "score": -9.12773609161377, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 8.799774713538578e-10 }, { "score": -9.31127643585205, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.", "probability": 7.324213493109606e-10 }, { "score": -9.34861946105957, "text": "By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 7.055749038573708e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.67745590209961, "probability": 0.9999998074829528 }, { "score": -5.697070121765137, "text": "the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.846683201402053e-08 }, { "score": -5.817834854125977, "text": "WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.5228514641371774e-08 }, { "score": -5.929067134857178, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.257273151091089e-08 }, { "score": -5.953916072845459, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 2.2018734727290922e-08 }, { "score": -6.494097709655762, "text": "ITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.2829048742682064e-08 }, { "score": -6.976940155029297, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 7.915869858547704e-09 }, { "score": -7.046416282653809, "text": ", the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 7.384575697359284e-09 }, { "score": -7.047501564025879, "text": "this 14t h day of February 2020.", "probability": 7.376565702249742e-09 }, { "score": -7.069343566894531, "text": "this Agreement this 14t h day of February 2020.", "probability": 7.217193572243282e-09 }, { "score": -7.099925518035889, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 6.9998185290220444e-09 }, { "score": -7.125585556030273, "text": "14t h day of February 2020.", "probability": 6.822487806150548e-09 }, { "score": -7.2024760246276855, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 6.317564169838363e-09 }, { "score": -7.257559776306152, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 5.978979887424105e-09 }, { "score": -7.550873279571533, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.45905322790395e-09 }, { "score": -7.551626682281494, "text": "CLARUS IV GP, L.P.", "probability": 4.455695030314617e-09 }, { "score": -7.5779314041137695, "text": "execute this Agreement this 14t h day of February 2020.", "probability": 4.340017317084402e-09 }, { "score": -7.599361419677734, "text": "Agreement this 14t h day of February 2020.", "probability": 4.248000164450125e-09 }, { "score": -7.6405439376831055, "text": "hereby execute this Agreement this 14t h day of February 2020.", "probability": 4.0766101791978615e-09 }, { "score": -7.708507537841797, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 3.8087543921393695e-09 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.27550220489502, "probability": 0.9999999736580638 }, { "score": -7.003040313720703, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.240678550728642e-09 }, { "score": -7.2312822341918945, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.3752904217714123e-09 }, { "score": -7.500431060791016, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 2.5788215858431923e-09 }, { "score": -7.845893859863281, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.8255288864524418e-09 }, { "score": -7.958431243896484, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 1.631226787027609e-09 }, { "score": -7.981746673583984, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 1.5936339827305912e-09 }, { "score": -8.043624877929688, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.4980117483878097e-09 }, { "score": -8.140127182006836, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.3602063602328351e-09 }, { "score": -8.140238761901855, "text": ".", "probability": 1.3600545970169746e-09 }, { "score": -8.209988594055176, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 1.2684237801508833e-09 }, { "score": -8.413433074951172, "text": "THE BLACKSTONE GROUP INC.", "probability": 1.0349266252834004e-09 }, { "score": -8.637517929077148, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 8.27162323436878e-10 }, { "score": -8.876537322998047, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 6.513072920875782e-10 }, { "score": -8.97337818145752, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 5.911919204795768e-10 }, { "score": -8.982980728149414, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 5.855421420033654e-10 }, { "score": -9.118833541870117, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 5.111613750636394e-10 }, { "score": -9.155511856079102, "text": "This", "probability": 4.927525044474925e-10 }, { "score": -9.17193603515625, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner", "probability": 4.847255476029994e-10 }, { "score": -9.288738250732422, "text": "By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.312899638974763e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Change Of Control": [ { "text": "", "score": 12.252995491027832, "probability": 0.9999983115641116 }, { "score": -1.8232266902923584, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 7.705017817284015e-07 }, { "score": -2.2107677459716797, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 5.229578727103119e-07 }, { "score": -3.2692556381225586, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 1.8145596720831475e-07 }, { "score": -4.640895843505859, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 4.603365751171612e-08 }, { "score": -4.817487716674805, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 3.858181073031957e-08 }, { "score": -5.205029010772705, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 2.6186385720080725e-08 }, { "score": -5.699383735656738, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 1.597276240365899e-08 }, { "score": -6.020897388458252, "text": "CLARUS GP L.P.", "probability": 1.1581063056641035e-08 }, { "score": -6.25506591796875, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 9.163266679520889e-09 }, { "score": -6.27241325378418, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 9.005679228362943e-09 }, { "score": -6.408438682556152, "text": "CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 7.860340883675973e-09 }, { "score": -6.494485855102539, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 7.212263221438942e-09 }, { "score": -6.55921745300293, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 6.760191408212403e-09 }, { "score": -6.612077236175537, "text": "By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 6.412129437519044e-09 }, { "score": -6.635241508483887, "text": "By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 6.265304239855141e-09 }, { "score": -6.646362781524658, "text": "BLACKSTONE CLARUS GP L.P", "probability": 6.19601210329052e-09 }, { "score": -6.648670673370361, "text": "ACKSTONE CLARUS GP L.P.", "probability": 6.1817288659048145e-09 }, { "score": -6.831272602081299, "text": "By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 5.149996604731376e-09 }, { "score": -6.8693318367004395, "text": "CLARUS GP L.L.C.", "probability": 4.957674702250056e-09 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Anti-Assignment": [ { "text": "", "score": 11.953584671020508, "probability": 0.9999993369506377 }, { "score": -3.860030174255371, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.3559199347872962e-07 }, { "score": -4.277435302734375, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 8.932176615700463e-08 }, { "score": -4.528149127960205, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 6.951422270809552e-08 }, { "score": -4.617509841918945, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 6.357184355730731e-08 }, { "score": -4.754554748535156, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 5.5430265560747043e-08 }, { "score": -4.81168270111084, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 5.235240105896298e-08 }, { "score": -4.867297172546387, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.9520331881854094e-08 }, { "score": -5.422674179077148, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 2.8417533283176465e-08 }, { "score": -5.535416603088379, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 2.5387677024644723e-08 }, { "score": -5.7928338050842285, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.962583278734523e-08 }, { "score": -5.851749897003174, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 1.8502957901533224e-08 }, { "score": -6.384471416473389, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.0861333384652383e-08 }, { "score": -6.609229564666748, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 8.675048687504068e-09 }, { "score": -6.746274471282959, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 7.564044482480447e-09 }, { "score": -6.799224376678467, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 7.173947967796309e-09 }, { "score": -6.8590168952941895, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 6.75757168673559e-09 }, { "score": -6.957217216491699, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 6.125517767850355e-09 }, { "score": -7.276698112487793, "text": "[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.450348422875757e-09 }, { "score": -7.333471775054932, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 4.204724305675322e-09 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 11.914615631103516, "probability": 0.9999991981858124 }, { "score": -3.7904772758483887, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.5113479612589214e-07 }, { "score": -3.8289637565612793, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 1.454286586002215e-07 }, { "score": -4.926700592041016, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 4.8518676776310635e-08 }, { "score": -5.051100730895996, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.2843274281484834e-08 }, { "score": -5.071856498718262, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 4.196319419154614e-08 }, { "score": -5.120829105377197, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.9957656209776956e-08 }, { "score": -5.13134765625, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 3.9539562296042794e-08 }, { "score": -5.1460280418396, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 3.89633461615149e-08 }, { "score": -5.152103424072266, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 3.872734656031234e-08 }, { "score": -5.159315586090088, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 3.844904345228508e-08 }, { "score": -5.32456111907959, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.259269830621473e-08 }, { "score": -5.517646789550781, "text": "BLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 2.6869790195834108e-08 }, { "score": -5.58135461807251, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 2.521136250511777e-08 }, { "score": -5.814084053039551, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.9976675160484477e-08 }, { "score": -5.834839820861816, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 1.9566317306964558e-08 }, { "score": -5.887701034545898, "text": "THE BLACKSTONE GROUP INC.", "probability": 1.8558879791636525e-08 }, { "score": -6.323027610778809, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 1.2008584790851576e-08 }, { "score": -6.392464637756348, "text": ".", "probability": 1.1203035476545326e-08 }, { "score": -6.476380348205566, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.0301289234727473e-08 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.036905288696289, "probability": 0.9999999875493278 }, { "score": -7.736547946929932, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 2.585225113951512e-09 }, { "score": -8.206372261047363, "text": ".", "probability": 1.6160554534309707e-09 }, { "score": -8.685670852661133, "text": ".", "probability": 1.0006899210244184e-09 }, { "score": -8.719867706298828, "text": "[Galera Therapeutics, Inc.", "probability": 9.670479769896242e-10 }, { "score": -9.092252731323242, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 6.663820025154801e-10 }, { "score": -9.152485847473145, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]", "probability": 6.274286549859937e-10 }, { "score": -9.216780662536621, "text": "Galera Therapeutics, Inc.", "probability": 5.883577329319818e-10 }, { "score": -9.305455207824707, "text": "THE BLACKSTONE GROUP INC.", "probability": 5.384316742641007e-10 }, { "score": -9.381463050842285, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 4.990232879691032e-10 }, { "score": -9.585674285888672, "text": "JOINT FILING AGREEMENT\n\nPursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 4.068487638899665e-10 }, { "score": -9.693342208862305, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 3.653199722706802e-10 }, { "score": -9.700185775756836, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 3.6282841589311456e-10 }, { "score": -9.733213424682617, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 3.510407768566287e-10 }, { "score": -9.774079322814941, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 3.3698435062738227e-10 }, { "score": -9.799978256225586, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 3.283688629093034e-10 }, { "score": -9.843537330627441, "text": "\nJOINT FILING AGREEMENT\n\nPursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 3.143724671851852e-10 }, { "score": -9.850658416748047, "text": "ursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 3.1214174577866005e-10 }, { "score": -9.903676986694336, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.960234955663579e-10 }, { "score": -9.930803298950195, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 2.881014041281775e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.144234657287598, "probability": 0.9999999819795226 }, { "score": -7.443747520446777, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 3.1120561250383887e-09 }, { "score": -7.602717876434326, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 2.6546512369132513e-09 }, { "score": -8.09877872467041, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 1.6164824106109626e-09 }, { "score": -8.257749557495117, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 1.3788938284402768e-09 }, { "score": -8.60336685180664, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 9.759580352453205e-10 }, { "score": -8.607037544250488, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 9.723821604432466e-10 }, { "score": -8.719715118408203, "text": "CLARUS IV GP, L.P.", "probability": 8.687638352434417e-10 }, { "score": -8.760735511779785, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 8.338478309697702e-10 }, { "score": -8.878684997558594, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P.", "probability": 7.410747097304229e-10 }, { "score": -9.119537353515625, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 5.824533445883934e-10 }, { "score": -9.161115646362305, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]", "probability": 5.587324825292077e-10 }, { "score": -9.230735778808594, "text": "THE BLACKSTONE GROUP INC.", "probability": 5.211566465948595e-10 }, { "score": -9.23686695098877, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 5.179711209438592e-10 }, { "score": -9.254439353942871, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 5.089486292871466e-10 }, { "score": -9.258398056030273, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 5.069378359778243e-10 }, { "score": -9.265283584594727, "text": "CLARUS IV-D, L.P.", "probability": 5.034592905829249e-10 }, { "score": -9.469932556152344, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]", "probability": 4.1028575669093093e-10 }, { "score": -9.53955364227295, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 3.826928841101593e-10 }, { "score": -9.56325626373291, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 3.737287163593058e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.083723068237305, "probability": 0.9999999886346241 }, { "score": -8.43838882446289, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.2228129884626333e-09 }, { "score": -8.644128799438477, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 9.954244577392756e-10 }, { "score": -8.703323364257812, "text": "THE BLACKSTONE GROUP INC.", "probability": 9.382108139184843e-10 }, { "score": -8.989715576171875, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 7.045663168714644e-10 }, { "score": -9.082428932189941, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 6.421802991991726e-10 }, { "score": -9.114654541015625, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 6.218155437551775e-10 }, { "score": -9.159035682678223, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 5.948220907240782e-10 }, { "score": -9.160516738891602, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 5.939417778281143e-10 }, { "score": -9.188371658325195, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 5.776258715271734e-10 }, { "score": -9.312488555908203, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]", "probability": 5.102034054483834e-10 }, { "score": -9.322240829467773, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 5.05251945506443e-10 }, { "score": -9.355714797973633, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.886190946307736e-10 }, { "score": -9.356282234191895, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.883419131084005e-10 }, { "score": -9.383965492248535, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.750084265950222e-10 }, { "score": -9.462583541870117, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 4.390944308808723e-10 }, { "score": -9.483785629272461, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 4.298827112962958e-10 }, { "score": -9.512502670288086, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer", "probability": 4.177133225595814e-10 }, { "score": -9.645564079284668, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 3.6567097623245655e-10 }, { "score": -9.677467346191406, "text": "BLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 3.5418900749768314e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.217863082885742, "probability": 0.9999999785672695 }, { "score": -7.053258895874023, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 4.2722637404711406e-09 }, { "score": -7.772683143615723, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.080731654874146e-09 }, { "score": -7.834281921386719, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.956428879725528e-09 }, { "score": -7.868608474731445, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 1.890410985157531e-09 }, { "score": -8.13283634185791, "text": ".", "probability": 1.4514548391488426e-09 }, { "score": -8.187162399291992, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 1.3747066093545107e-09 }, { "score": -8.483359336853027, "text": "incorporation by reference of this Agreement as an exhibit thereto.", "probability": 1.0222881464941683e-09 }, { "score": -8.836856842041016, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 7.178790993540485e-10 }, { "score": -8.863046646118164, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner", "probability": 6.993220498235379e-10 }, { "score": -8.882953643798828, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.", "probability": 6.855382991383397e-10 }, { "score": -8.907013893127441, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 6.692409224095576e-10 }, { "score": -8.960184097290039, "text": "This", "probability": 6.345866958589392e-10 }, { "score": -8.99476146697998, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 6.130193764355808e-10 }, { "score": -9.028780937194824, "text": "agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 5.925155245364156e-10 }, { "score": -9.064170837402344, "text": "further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 5.719131671691023e-10 }, { "score": -9.067173957824707, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 5.701982194431155e-10 }, { "score": -9.07390022277832, "text": "Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 5.663757849081958e-10 }, { "score": -9.09851360321045, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN", "probability": 5.526055237676448e-10 }, { "score": -9.176298141479492, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This", "probability": 5.112505944683341e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.051219940185547, "probability": 0.999997314246156 }, { "score": -1.5348727703094482, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 1.2578641476553686e-06 }, { "score": -3.253892183303833, "text": "joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 2.254618641297436e-07 }, { "score": -3.3290600776672363, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc.,", "probability": 2.0913566021554896e-07 }, { "score": -3.388270854949951, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P.,", "probability": 1.9711205143588276e-07 }, { "score": -3.788982391357422, "text": "Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 1.3203417883607913e-07 }, { "score": -4.1746416091918945, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P.,", "probability": 8.97835345697101e-08 }, { "score": -4.2696146965026855, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C.,", "probability": 8.164891366085617e-08 }, { "score": -4.46108865737915, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P.,", "probability": 6.742086593579401e-08 }, { "score": -4.468260765075684, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of", "probability": 6.693904612147248e-08 }, { "score": -4.628486633300781, "text": "Joint Filing Agreement]", "probability": 5.7028809940841366e-08 }, { "score": -4.907100200653076, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P.,", "probability": 4.3161246045477574e-08 }, { "score": -4.927364349365234, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C.,", "probability": 4.2295422354996496e-08 }, { "score": -5.005896091461182, "text": "the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 3.910096392662223e-08 }, { "score": -5.048079490661621, "text": "joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc.,", "probability": 3.748585719379382e-08 }, { "score": -5.107290267944336, "text": "joint filing of Clarus IV-A, L.P.,", "probability": 3.533072362544839e-08 }, { "score": -5.2715349197387695, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P.,", "probability": 2.9979334409122526e-08 }, { "score": -5.412702560424805, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P.,", "probability": 2.603236705644112e-08 }, { "score": -5.453498840332031, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P.,", "probability": 2.4991715018201386e-08 }, { "score": -5.538849830627441, "text": "Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]", "probability": 2.2947141614821537e-08 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__License Grant": [ { "text": "", "score": 11.540241241455078, "probability": 0.9999998574738899 }, { "score": -5.422332763671875, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.297814322154276e-08 }, { "score": -6.218831539154053, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.937905635938907e-08 }, { "score": -6.652503967285156, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.2560041757547863e-08 }, { "score": -6.751430988311768, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 1.1376996485598207e-08 }, { "score": -6.800479888916016, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 1.0832431640828268e-08 }, { "score": -7.532616138458252, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 5.209106346695578e-09 }, { "score": -7.596978664398193, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 4.8843967547582895e-09 }, { "score": -7.604414939880371, "text": "THE BLACKSTONE GROUP INC.", "probability": 4.848209749950143e-09 }, { "score": -7.710041522979736, "text": "[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.3622279736998945e-09 }, { "score": -7.753689765930176, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.17591997380162e-09 }, { "score": -7.921646595001221, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 3.5302823654689523e-09 }, { "score": -8.030651092529297, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 3.1656973416289396e-09 }, { "score": -8.142720222473145, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 2.830077879380059e-09 }, { "score": -8.235431671142578, "text": "Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 2.579492777719824e-09 }, { "score": -8.399075508117676, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 2.1901038106922364e-09 }, { "score": -8.510430335998535, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.9593134219800155e-09 }, { "score": -8.515771865844727, "text": "CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.9488755926644906e-09 }, { "score": -8.560733795166016, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 1.863191090592415e-09 }, { "score": -8.566463470458984, "text": "Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.852546135823812e-09 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.982114791870117, "probability": 0.9999997419107194 }, { "score": -4.842434883117676, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.933905232427888e-08 }, { "score": -5.206382751464844, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 3.428706041164082e-08 }, { "score": -5.273606300354004, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 3.2057927049837084e-08 }, { "score": -5.498363018035889, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 2.5605003175956772e-08 }, { "score": -5.626956462860107, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 2.251528302373455e-08 }, { "score": -6.027920722961426, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.507789952410185e-08 }, { "score": -6.114828586578369, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.3822838671690937e-08 }, { "score": -6.155913352966309, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.3266438619911985e-08 }, { "score": -6.261861324310303, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.1932782717431755e-08 }, { "score": -6.743113994598389, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 7.3745640778337416e-09 }, { "score": -7.196244716644287, "text": "BLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 4.687531308133447e-09 }, { "score": -7.3501386642456055, "text": "[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.0189156311210235e-09 }, { "score": -7.359579563140869, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.981151996796579e-09 }, { "score": -7.400664329528809, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.8209017595067504e-09 }, { "score": -7.472054958343506, "text": ".", "probability": 3.5576343965697337e-09 }, { "score": -7.506612300872803, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.43679202739561e-09 }, { "score": -7.548314094543457, "text": "By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 3.2964188836015804e-09 }, { "score": -7.639972686767578, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 3.00770731818854e-09 }, { "score": -7.64141321182251, "text": "[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 3.003377759606289e-09 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.072023391723633, "probability": 0.9999901715062278 }, { "score": -1.2229511737823486, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 1.6829129048284726e-06 }, { "score": -1.24290132522583, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.6496712282835645e-06 }, { "score": -1.479414701461792, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 1.3022097592652837e-06 }, { "score": -1.4993648529052734, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.2764879078926296e-06 }, { "score": -1.6478080749511719, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 1.1003950621631768e-06 }, { "score": -1.6677582263946533, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.0786595483269627e-06 }, { "score": -2.721791982650757, "text": "CLARUS IV GP, L.P.", "probability": 3.7594416462680103e-07 }, { "score": -3.146649122238159, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P.", "probability": 2.4581605060297346e-07 }, { "score": -3.2158684730529785, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.2937635900935948e-07 }, { "score": -3.4585986137390137, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 1.7994189674902915e-07 }, { "score": -3.5902841091156006, "text": "CLARUS IV-D, L.P.", "probability": 1.5774006303216904e-07 }, { "score": -3.6303317546844482, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 1.515477659409969e-07 }, { "score": -4.096006393432617, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 9.512827302848332e-08 }, { "score": -4.447940826416016, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 6.690621015564955e-08 }, { "score": -4.510469436645508, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 6.285076960289539e-08 }, { "score": -4.820009231567383, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 4.611892494206889e-08 }, { "score": -4.835256099700928, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.542108919839307e-08 }, { "score": -4.8624043464660645, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 4.42045741026523e-08 }, { "score": -5.035966873168945, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.7161219966702514e-08 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.196163177490234, "probability": 0.9999880372757973 }, { "score": 0.031639695167541504, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 5.212059696417641e-06 }, { "score": -0.6171534061431885, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.7242196265804703e-06 }, { "score": -1.356708288192749, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 1.300341769441103e-06 }, { "score": -2.0055012702941895, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 6.796577933091587e-07 }, { "score": -2.1969244480133057, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 5.612498931327626e-07 }, { "score": -2.649456024169922, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.569639058085365e-07 }, { "score": -2.845717430114746, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.933520039316803e-07 }, { "score": -2.908393144607544, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 2.7553028557772164e-07 }, { "score": -3.3835935592651367, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.713138299610235e-07 }, { "score": -4.1212053298950195, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 8.193165030079535e-08 }, { "score": -4.223809719085693, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 7.394199818645729e-08 }, { "score": -4.500726222991943, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 5.6056744574384207e-08 }, { "score": -4.785909652709961, "text": "BLACKSTONE HOLDINGS II L.P", "probability": 4.2147739113672444e-08 }, { "score": -5.119987487792969, "text": "ACKSTONE HOLDINGS II L.P.", "probability": 3.017769902954671e-08 }, { "score": -5.335979461669922, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]", "probability": 2.4315432595289595e-08 }, { "score": -5.417845249176025, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 2.24041329263914e-08 }, { "score": -5.509552955627441, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 2.0440898883020748e-08 }, { "score": -5.615662574768066, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.8383033041479826e-08 }, { "score": -5.6236891746521, "text": "HOLDINGS II L.P.", "probability": 1.8236070384843174e-08 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.757944107055664, "probability": 0.9999998820621788 }, { "score": -5.61023473739624, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 2.8648092872971497e-08 }, { "score": -5.916923522949219, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 2.1081546597900395e-08 }, { "score": -5.986148357391357, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 1.9671546558694978e-08 }, { "score": -6.3015947341918945, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 1.4349669029036754e-08 }, { "score": -6.656349182128906, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 1.0064077793671367e-08 }, { "score": -7.2913126945495605, "text": ".", "probability": 5.333506583249559e-09 }, { "score": -7.558470726013184, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 4.08307706164539e-09 }, { "score": -8.031655311584473, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.5438185045160963e-09 }, { "score": -8.263932228088379, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.0165525275514374e-09 }, { "score": -8.58401870727539, "text": "By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 1.4641910485632402e-09 }, { "score": -8.607736587524414, "text": "By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 1.4298721353409695e-09 }, { "score": -8.67251968383789, "text": "BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 1.34017731269419e-09 }, { "score": -8.92442512512207, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.0417442657137653e-09 }, { "score": -8.964849472045898, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.00047225138261e-09 }, { "score": -8.993650436401367, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 9.720686742970922e-10 }, { "score": -9.180659294128418, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 8.062691314886605e-10 }, { "score": -9.249883651733398, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 7.523436787794259e-10 }, { "score": -9.358078002929688, "text": "all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 6.751932107115231e-10 }, { "score": -9.375394821166992, "text": "THE BLACKSTONE GROUP INC.", "probability": 6.636016666014903e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.071481704711914, "probability": 0.9999999596207333 }, { "score": -6.41539192199707, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 9.359502804096441e-09 }, { "score": -7.329035758972168, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 3.7537236959430105e-09 }, { "score": -7.351102828979492, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 3.671797274907701e-09 }, { "score": -7.5743608474731445, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 2.9371015989476267e-09 }, { "score": -7.639745712280273, "text": ".", "probability": 2.7512032998986567e-09 }, { "score": -7.7320356369018555, "text": "BLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 2.5086592697490695e-09 }, { "score": -7.932895660400391, "text": "[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 2.0521508360517096e-09 }, { "score": -7.951364517211914, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 2.0145978043226463e-09 }, { "score": -8.138984680175781, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.6699595618584118e-09 }, { "score": -8.268392562866211, "text": "Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.467252389466567e-09 }, { "score": -8.335479736328125, "text": "[Galera Therapeutics, Inc.", "probability": 1.3720477824105555e-09 }, { "score": -8.507731437683105, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.1549449195925115e-09 }, { "score": -8.71003532409668, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 9.434129019233445e-10 }, { "score": -8.757036209106445, "text": "By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 9.000975638537371e-10 }, { "score": -8.761826515197754, "text": "BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 8.957961318242844e-10 }, { "score": -8.860091209411621, "text": "By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 8.119576319717875e-10 }, { "score": -8.905003547668457, "text": "Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 7.762975001295976e-10 }, { "score": -9.00901985168457, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.", "probability": 6.996075389360609e-10 }, { "score": -9.099390029907227, "text": "Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 6.391565016689097e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.231195449829102, "probability": 0.9999998505026805 }, { "score": -5.180035591125488, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 2.744090124419395e-08 }, { "score": -5.531188011169434, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.", "probability": 1.93150044488689e-08 }, { "score": -5.639542579650879, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.733153471295834e-08 }, { "score": -6.010278224945068, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.1962682500046058e-08 }, { "score": -6.102099895477295, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.0913170276995437e-08 }, { "score": -6.174736022949219, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.0148584266950259e-08 }, { "score": -6.469785690307617, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 7.555566280466308e-09 }, { "score": -6.552350044250488, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 6.956804138356616e-09 }, { "score": -6.863550662994385, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 5.096324403113861e-09 }, { "score": -6.932342529296875, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 4.75752563412102e-09 }, { "score": -7.011857509613037, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.393880282902546e-09 }, { "score": -7.115551471710205, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 3.9610881224166854e-09 }, { "score": -7.1554975509643555, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 3.805976851147418e-09 }, { "score": -7.440009117126465, "text": "By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.", "probability": 2.863547155480389e-09 }, { "score": -7.474414825439453, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.766700381599589e-09 }, { "score": -7.517396926879883, "text": "[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.", "probability": 2.6503012445872314e-09 }, { "score": -7.547050952911377, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.5728629950230373e-09 }, { "score": -7.574555397033691, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 2.5030621455975124e-09 }, { "score": -7.575058937072754, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 2.5018020708626076e-09 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.35373306274414, "probability": 0.9999996643568189 }, { "score": -3.5909676551818848, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.1893353211146585e-07 }, { "score": -4.39225959777832, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 5.3371283587143787e-08 }, { "score": -4.67232608795166, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.0334466460959365e-08 }, { "score": -5.141788482666016, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 2.5222689234852236e-08 }, { "score": -5.6216230392456055, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 1.560996354735338e-08 }, { "score": -5.715014457702637, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.4218130996001029e-08 }, { "score": -5.856467247009277, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.2342704892123754e-08 }, { "score": -6.223147392272949, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 8.553880556895537e-09 }, { "score": -6.516306400299072, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 6.380369673672323e-09 }, { "score": -6.561312675476074, "text": "BLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 6.099579065136653e-09 }, { "score": -6.657759189605713, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 5.53877440058351e-09 }, { "score": -6.796372890472412, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.821859046936045e-09 }, { "score": -6.937825679779053, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 4.185837313250788e-09 }, { "score": -6.953502655029297, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 4.120727739358233e-09 }, { "score": -6.973952293395996, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 4.037316122767311e-09 }, { "score": -7.138057708740234, "text": ".", "probability": 3.426278647626239e-09 }, { "score": -7.2350921630859375, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc.", "probability": 3.1094326300269764e-09 }, { "score": -7.352100372314453, "text": "By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 2.7660825193144626e-09 }, { "score": -7.425520420074463, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.570272741785391e-09 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Audit Rights": [ { "text": "", "score": 12.260350227355957, "probability": 0.9999999960565835 }, { "score": -9.366559982299805, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]", "probability": 4.0509066341170043e-10 }, { "score": -9.528382301330566, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 3.4456700930126994e-10 }, { "score": -9.624960899353027, "text": "THE BLACKSTONE GROUP INC.", "probability": 3.1284566481495756e-10 }, { "score": -9.636189460754395, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 3.09352506332232e-10 }, { "score": -9.636307716369629, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 3.0931592582423923e-10 }, { "score": -9.639083862304688, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 3.0845841051866643e-10 }, { "score": -10.066347122192383, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 2.012048940908172e-10 }, { "score": -10.076473236083984, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.991777512787992e-10 }, { "score": -10.130936622619629, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer", "probability": 1.8861997225283192e-10 }, { "score": -10.245295524597168, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 1.6823727935198183e-10 }, { "score": -10.373170852661133, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 1.4804259434232298e-10 }, { "score": -10.374907493591309, "text": "THE BLACKSTONE GROUP INC.", "probability": 1.4778572062684204e-10 }, { "score": -10.424060821533203, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer", "probability": 1.406971999537329e-10 }, { "score": -10.492191314697266, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. -", "probability": 1.3143068073529825e-10 }, { "score": -10.4964599609375, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]", "probability": 1.3087084537376063e-10 }, { "score": -10.50347900390625, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement", "probability": 1.2995547356189495e-10 }, { "score": -10.508209228515625, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 1.2934220657152272e-10 }, { "score": -10.585939407348633, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[", "probability": 1.1966922486343506e-10 }, { "score": -10.593629837036133, "text": "CLARUS IV GP, L.P.", "probability": 1.1875244683075507e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.35208511352539, "probability": 0.999999909595177 }, { "score": -5.295197010040283, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 2.167118770950437e-08 }, { "score": -5.925684928894043, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.1536266756697944e-08 }, { "score": -5.940361976623535, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 1.136818490882028e-08 }, { "score": -6.1546149253845215, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 9.17576443495878e-09 }, { "score": -6.312934398651123, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 7.832221876942673e-09 }, { "score": -6.785102844238281, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 4.884553058985396e-09 }, { "score": -6.943422317504883, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.169342358214597e-09 }, { "score": -6.958099842071533, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 4.108593644281689e-09 }, { "score": -7.3237714767456055, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.8502569732560182e-09 }, { "score": -7.606699466705322, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 2.1478796931680595e-09 }, { "score": -7.719100475311279, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 1.919529603229852e-09 }, { "score": -7.9694929122924805, "text": "CLARUS IV-D, L.P.", "probability": 1.4943446069530673e-09 }, { "score": -8.237187385559082, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.1433850988616611e-09 }, { "score": -8.25186538696289, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 1.126725057934897e-09 }, { "score": -8.27409553527832, "text": "CLARUS IV GP, L.P.", "probability": 1.1019541434360009e-09 }, { "score": -8.349588394165039, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 1.0218270381427374e-09 }, { "score": -8.364265441894531, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 1.006939156265121e-09 }, { "score": -8.401445388793945, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 9.701886364954978e-10 }, { "score": -8.503936767578125, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer", "probability": 8.756786138211966e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.21539306640625, "probability": 0.9999999953163734 }, { "score": -8.313995361328125, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.2139474493732158e-09 }, { "score": -8.946880340576172, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 6.446758963721347e-10 }, { "score": -9.368095397949219, "text": "This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 4.2306788334406424e-10 }, { "score": -9.868465423583984, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 2.5650871002703166e-10 }, { "score": -10.137825012207031, "text": "14t h day of February 2020.", "probability": 1.9593893070252309e-10 }, { "score": -10.172393798828125, "text": "this Agreement this 14t h day of February 2020.", "probability": 1.8928129577376265e-10 }, { "score": -10.173404693603516, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.8909004898226335e-10 }, { "score": -10.179241180419922, "text": "IN", "probability": 1.8798964178405776e-10 }, { "score": -10.305923461914062, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 1.6562142025043145e-10 }, { "score": -10.367984771728516, "text": "IN WITNESS WHEREOF,", "probability": 1.5565519509573404e-10 }, { "score": -10.501349449157715, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020", "probability": 1.36221003927089e-10 }, { "score": -10.513298034667969, "text": "the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.3460304104677915e-10 }, { "score": -10.55204963684082, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner", "probability": 1.2948673040804452e-10 }, { "score": -10.63355827331543, "text": "THE BLACKSTONE GROUP INC.", "probability": 1.1935112413172232e-10 }, { "score": -10.664945602416992, "text": "hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.1566319106775138e-10 }, { "score": -10.677776336669922, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner", "probability": 1.1418862749642695e-10 }, { "score": -10.743127822875977, "text": "WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.0696484423921199e-10 }, { "score": -10.75655746459961, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 1.0553794750564123e-10 }, { "score": -10.812124252319336, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN", "probability": 9.983349941939364e-11 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.152227401733398, "probability": 0.9999999859474304 }, { "score": -7.521882057189941, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 2.8552413172605456e-09 }, { "score": -8.165739059448242, "text": ".", "probability": 1.4997514010088172e-09 }, { "score": -8.439885139465332, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 1.140142530898496e-09 }, { "score": -8.465909004211426, "text": "CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 1.110854364436045e-09 }, { "score": -8.778463363647461, "text": "CLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 8.1267423679108e-10 }, { "score": -8.82541561126709, "text": "CLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 7.75399273945758e-10 }, { "score": -9.025773048400879, "text": "Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 6.346163554980286e-10 }, { "score": -9.18388557434082, "text": "[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 5.41806066108443e-10 }, { "score": -9.199950218200684, "text": "this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 5.331716844393061e-10 }, { "score": -9.223023414611816, "text": "hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 5.210105471147801e-10 }, { "score": -9.260087013244629, "text": "Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 5.020534995881236e-10 }, { "score": -9.40537166595459, "text": "WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 4.3416386596577424e-10 }, { "score": -9.443259239196777, "text": "By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 4.180221664677186e-10 }, { "score": -9.454251289367676, "text": ", the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 4.134524073637605e-10 }, { "score": -9.467247009277344, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 4.081140586560118e-10 }, { "score": -9.501648902893066, "text": "By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 3.9431291604662725e-10 }, { "score": -9.560752868652344, "text": "By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 3.7168281082878566e-10 }, { "score": -9.620170593261719, "text": "14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 3.502415666642574e-10 }, { "score": -9.662103652954102, "text": "By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.", "probability": 3.3585853589595345e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.941892623901367, "probability": 0.9999999768797853 }, { "score": -7.1143999099731445, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 5.296113660354358e-09 }, { "score": -7.687861442565918, "text": ".", "probability": 2.9847373330927676e-09 }, { "score": -7.976980209350586, "text": ".", "probability": 2.2353391925929814e-09 }, { "score": -8.312663078308105, "text": "JOINT FILING AGREEMENT\n\nPursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 1.5979317097669066e-09 }, { "score": -8.41895580291748, "text": "[Galera Therapeutics, Inc.", "probability": 1.4367985178575839e-09 }, { "score": -8.596538543701172, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.20301949986307e-09 }, { "score": -8.741937637329102, "text": "Galera Therapeutics, Inc.", "probability": 1.0402234570229756e-09 }, { "score": -8.86473274230957, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 9.200202922537527e-10 }, { "score": -8.920832633972168, "text": "\nJOINT FILING AGREEMENT\n\nPursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 8.698282992043936e-10 }, { "score": -9.214747428894043, "text": "Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 6.483178206063919e-10 }, { "score": -9.242249488830566, "text": "Exhibit A\n\nJOINT FILING AGREEMENT\n\nPursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 6.307306946496581e-10 }, { "score": -9.285621643066406, "text": "ursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 6.039593086258168e-10 }, { "score": -9.337569236755371, "text": "AGREEMENT\n\nPursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 5.733860543375024e-10 }, { "score": -9.399259567260742, "text": "\n\nPursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 5.390826516037189e-10 }, { "score": -9.408785820007324, "text": "further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 5.33971597263043e-10 }, { "score": -9.42778491973877, "text": "REEMENT\n\nPursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 5.239223829289592e-10 }, { "score": -9.432733535766602, "text": ". Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 5.213360967739349e-10 }, { "score": -9.501335144042969, "text": "\nPursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 4.867707752310858e-10 }, { "score": -9.52639102935791, "text": "Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.", "probability": 4.747258310246779e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Insurance": [ { "text": "", "score": 12.116769790649414, "probability": 0.9999999873029609 }, { "score": -7.34187650680542, "text": "h day of February 2020.", "probability": 3.5417449406747088e-09 }, { "score": -8.598272323608398, "text": "THE BLACKSTONE GROUP INC.", "probability": 1.0082576175795621e-09 }, { "score": -8.836359024047852, "text": "h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]", "probability": 7.946424686540275e-10 }, { "score": -8.971200942993164, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 6.944015320166837e-10 }, { "score": -9.054463386535645, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 6.389255427347118e-10 }, { "score": -9.083253860473633, "text": "February 2020.", "probability": 6.207928504362225e-10 }, { "score": -9.267019271850586, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman", "probability": 5.16580968842598e-10 }, { "score": -9.33435344696045, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 4.829426287886364e-10 }, { "score": -9.343854904174805, "text": "BLACKSTONE GROUP MANAGEMENT L.L.C.", "probability": 4.783757006579219e-10 }, { "score": -9.391571044921875, "text": "h day of February 2020", "probability": 4.560854889270478e-10 }, { "score": -9.405052185058594, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.4997819566988245e-10 }, { "score": -9.45033073425293, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 4.300582128859095e-10 }, { "score": -9.500091552734375, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 4.0918188338623825e-10 }, { "score": -9.53294563293457, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.9595702381582486e-10 }, { "score": -9.603158950805664, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 3.691091359804757e-10 }, { "score": -9.63601303100586, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.571794375072647e-10 }, { "score": -9.639673233032227, "text": "BLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman", "probability": 3.5587447827043186e-10 }, { "score": -9.643741607666016, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 3.544295887391267e-10 }, { "score": -9.67791748046875, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 3.4252129539779736e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.154035568237305, "probability": 0.9999999582112546 }, { "score": -6.568286895751953, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 7.3960297145512295e-09 }, { "score": -6.664157390594482, "text": "THE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 6.7198970624227194e-09 }, { "score": -6.847954273223877, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 5.591658611914924e-09 }, { "score": -6.975595474243164, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 4.921605274914958e-09 }, { "score": -7.338125228881836, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 3.4250120776821445e-09 }, { "score": -7.947519302368164, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "probability": 1.862111249811727e-09 }, { "score": -7.983226776123047, "text": ".", "probability": 1.7967930747782896e-09 }, { "score": -8.279938697814941, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "probability": 1.3354810033654939e-09 }, { "score": -8.297696113586426, "text": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020.", "probability": 1.311975626955785e-09 }, { "score": -8.480460166931152, "text": ".", "probability": 1.0928293422431066e-09 }, { "score": -8.583613395690918, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 9.85719774858518e-10 }, { "score": -8.719464302062988, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 8.605065296604748e-10 }, { "score": -8.81533432006836, "text": "THE BLACKSTONE GROUP INC.", "probability": 7.818408364156608e-10 }, { "score": -8.98405647277832, "text": "By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc.", "probability": 6.604550275324908e-10 }, { "score": -8.987628936767578, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 6.580997852441348e-10 }, { "score": -8.99913215637207, "text": "CLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 6.505728936352496e-10 }, { "score": -9.097719192504883, "text": "Galera Therapeutics, Inc.", "probability": 5.894950443420314e-10 }, { "score": -9.120794296264648, "text": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc.,", "probability": 5.760481262009861e-10 }, { "score": -9.1267728805542, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 5.72614448417306e-10 } ], "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.964981079101562, "probability": 0.9999822911401118 }, { "score": 0.5126796960830688, "text": "BLACKSTONE HOLDINGS II L.P.", "probability": 1.0624806107404377e-05 }, { "score": -0.5667630434036255, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.610147847319809e-06 }, { "score": -1.787409782409668, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 1.0651354641273775e-06 }, { "score": -2.2058494091033936, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 7.009367394903997e-07 }, { "score": -2.8289196491241455, "text": "BLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.759091153599445e-07 }, { "score": -2.8668525218963623, "text": "BLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 3.619168636163317e-07 }, { "score": -3.285292148590088, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 2.3816766495297728e-07 }, { "score": -3.391418933868408, "text": "BLACKSTONE CLARUS GP L.L.C.", "probability": 2.1418671079011052e-07 }, { "score": -3.809858560562134, "text": "BLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.", "probability": 1.4095046100675073e-07 }, { "score": -4.317697048187256, "text": "BLACKSTONE HOLDINGS II L.P", "probability": 8.482327721925168e-08 }, { "score": -4.608570098876953, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 6.341477953381151e-08 }, { "score": -4.863746643066406, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.", "probability": 4.913248405501991e-08 }, { "score": -5.100279331207275, "text": "CLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P.", "probability": 3.8783221503331003e-08 }, { "score": -5.232613563537598, "text": "ACKSTONE HOLDINGS II L.P.", "probability": 3.397596915930532e-08 }, { "score": -5.513230800628662, "text": "BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner", "probability": 2.566264026787298e-08 }, { "score": -5.714920997619629, "text": "Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P.", "probability": 2.0975310408285872e-08 }, { "score": -5.7305588722229, "text": "BLACKSTONE CLARUS GP L.P.", "probability": 2.064985250166991e-08 }, { "score": -5.764461517333984, "text": "By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.", "probability": 1.9961502258322385e-08 }, { "score": -5.7969255447387695, "text": "HOLDINGS II L.P.", "probability": 1.9323877435932705e-08 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Document Name": [ { "score": 13.327447891235352, "text": "AMENDED AND RESTATED REMARKETING AGREEMENT", "probability": 0.39118437220899305 }, { "score": 12.80552864074707, "text": "RESTATED REMARKETING AGREEMENT", "probability": 0.23212122077126685 }, { "score": 11.968762397766113, "text": "SUBSIDIARIES OF", "probability": 0.10053375035518684 }, { "score": 11.686169624328613, "text": "SCHEDULE 2\n\nSUBSIDIARIES OF", "probability": 0.0757850256328655 }, { "score": 11.32588005065918, "text": "SCHEDULE 2", "probability": 0.052858109721578034 }, { "text": "", "score": 10.946975708007812, "probability": 0.03618724851442887 }, { "score": 10.182679176330566, "text": "AMENDED AND RESTATED REMARKETING AGREEMENT\n\nFebruary 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement", "probability": 0.016851004581762172 }, { "score": 9.857094764709473, "text": "REINSURANCE GROUP OF AMERICA, INCORPORATED\n\nRGA CAPITAL TRUST I\n\nAMENDED AND RESTATED REMARKETING AGREEMENT", "probability": 0.01216819843175027 }, { "score": 9.807851791381836, "text": "SCHEDULE 3", "probability": 0.01158351410222232 }, { "score": 9.660760879516602, "text": "RESTATED REMARKETING AGREEMENT\n\nFebruary 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement", "probability": 0.009999068886440218 }, { "score": 9.640392303466797, "text": "REMARKETING AGREEMENT", "probability": 0.009797462281279725 }, { "score": 9.315610885620117, "text": "Investment Company Act", "probability": 0.007080481992367628 }, { "score": 9.30516242980957, "text": "AMENDED AND RESTATED REMARKETING AGREEMENT\n\nFebruary 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement", "probability": 0.0070068870355106064 }, { "score": 9.301407814025879, "text": "AMENDED AND RESTATED REMARKETING AGREEMENT\n\nFebruary 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement", "probability": 0.0069806281936315 }, { "score": 9.223627090454102, "text": "SUBSIDIARIES OF REINSURANCE GROUP OF AMERICA, INCORPORATED", "probability": 0.006458248740500512 }, { "score": 8.985574722290039, "text": "Amended and Restated Trust Agreement", "probability": 0.00509014246861977 }, { "score": 8.941034317016602, "text": "SCHEDULE 2\n\nSUBSIDIARIES OF REINSURANCE GROUP OF AMERICA, INCORPORATED", "probability": 0.004868400359213307 }, { "score": 8.901516914367676, "text": "SCHEDULE 3\n\nJURISDICTIONS OF FOREIGN QUALIFICATION", "probability": 0.004679765548283253 }, { "score": 8.859504699707031, "text": "Original Trust Agreement", "probability": 0.004487230954074954 }, { "score": 8.812044143676758, "text": "AMENDED AND RESTATED REMARKETING AGREEMENT\n", "probability": 0.004279239220024197 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Parties": [ { "score": 11.781970977783203, "text": "RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC", "probability": 0.0815826421267504 }, { "text": "", "score": 11.735435485839844, "probability": 0.0778731350139134 }, { "score": 11.699442863464355, "text": "RGA Capital Trust I", "probability": 0.07512011802025195 }, { "score": 11.589478492736816, "text": "RGA CAPITAL TRUST I\n\nAMENDED AND RESTATED REMARKETING AGREEMENT\n\nFebruary 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC", "probability": 0.06729756369056347 }, { "score": 11.506950378417969, "text": "RGA CAPITAL TRUST I\n\nAMENDED AND RESTATED REMARKETING AGREEMENT\n\nFebruary 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I", "probability": 0.06196662421224671 }, { "score": 11.417322158813477, "text": "Reinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC", "probability": 0.056654289352746676 }, { "score": 11.334794044494629, "text": "Reinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I", "probability": 0.052166450994804936 }, { "score": 11.318004608154297, "text": "RGA CAPITAL TRUST I\n\nAMENDED AND RESTATED REMARKETING AGREEMENT\n\nFebruary 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated", "probability": 0.05129791718541541 }, { "score": 11.280186653137207, "text": "RGA CAPITAL TRUST I\n\nAMENDED AND RESTATED REMARKETING AGREEMENT\n\nFebruary 15, 2011\n\nBarclays Capital Inc.", "probability": 0.049394159855730424 }, { "score": 11.204853057861328, "text": "Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC", "probability": 0.04580982557814829 }, { "score": 11.145848274230957, "text": "Reinsurance Group of America, Incorporated", "probability": 0.04318502608472998 }, { "score": 11.12704086303711, "text": "RGA CAPITAL TRUST I", "probability": 0.042380417560372606 }, { "score": 11.122323989868164, "text": "Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I", "probability": 0.042180985224173455 }, { "score": 11.05879020690918, "text": "RGA CAPITAL TRUST I By:/s/ Todd C. Larson Name:Todd C. Larson Title: Administrative Trustee BARCLAYS CAPITAL INC.", "probability": 0.03958442565787321 }, { "score": 11.033026695251465, "text": "RGA CAPITAL TRUST I", "probability": 0.038577616998492985 }, { "score": 10.987507820129395, "text": "RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001, as supplemented September 12, 2008, among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A.,", "probability": 0.03686097350063236 }, { "score": 10.946849822998047, "text": "Lehman Brothers Inc. and Banc of America Securities LLC", "probability": 0.035392338335766466 }, { "score": 10.933378219604492, "text": "Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated", "probability": 0.034918743990595524 }, { "score": 10.91064453125, "text": "Banc of America Securities LLC", "probability": 0.0341338675186072 }, { "score": 10.895561218261719, "text": "Barclays Capital Inc.", "probability": 0.033622879098184476 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Agreement Date": [ { "score": 15.909595489501953, "text": "February 15, 2011", "probability": 0.9222821962341267 }, { "score": 13.056723594665527, "text": "March [1], 2011", "probability": 0.05319579498342258 }, { "score": 11.575956344604492, "text": "March [1], 2011", "probability": 0.012100080451896013 }, { "text": "", "score": 11.25143051147461, "probability": 0.008746785560564473 }, { "score": 8.610417366027832, "text": "February 15, 2011\n", "probability": 0.0006235496555113787 }, { "score": 8.326250076293945, "text": "March 15, 2011", "probability": 0.00046930886486452016 }, { "score": 8.248157501220703, "text": "March [1], 2011 Filed pursuant to Rule 433(d) Relating to Preliminary Prospectus Supplement dated February [16], 2011 Registration Statement Nos. 333-172296 and 333-172296-01\n\nTerm Sheet Remarketing Preferred Securities of RGA Capital Trust I Issuer: RGA Capital Trust 1 Securities Remarketed: $___ Remarketed Preferred Securities Maturity Date: June [5], 2011", "probability": 0.0004340538206369644 }, { "score": 7.785033226013184, "text": "February 15", "probability": 0.0002731563281521134 }, { "score": 7.774880409240723, "text": "December 18, 2001", "probability": 0.0002703970529121766 }, { "score": 7.665552139282227, "text": "February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware. The Trust is governed by, and the Preferred Securities were issued under, the Original Trust Agreement, as amended and restated by the Amended and Restated Trust Agreement (the \"Amended and Restated Trust Agreement\" and, together with the Original Trust Agreement, the \"Trust Agreement\")) dated as of December 18, 2001", "probability": 0.000242393678523698 }, { "score": 7.596081256866455, "text": "February 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001", "probability": 0.0002261259834257011 }, { "score": 7.401207447052002, "text": ", 2011", "probability": 0.00018608777721923782 }, { "score": 7.3790178298950195, "text": "December 18, 2001", "probability": 0.00018200403656697727 }, { "score": 7.260898113250732, "text": "February", "probability": 0.0001617269062954992 }, { "score": 7.176241397857666, "text": "February 15,", "probability": 0.00014859915319777423 }, { "score": 6.998654365539551, "text": "15, 2011", "probability": 0.0001244203063632194 }, { "score": 6.823760032653809, "text": "February 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001,", "probability": 0.0001044565367405267 }, { "score": 6.790609836578369, "text": "[1], 2011", "probability": 0.00010105054856192329 }, { "score": 6.4576497077941895, "text": "\nFebruary 15, 2011", "probability": 7.243290924285353e-05 }, { "score": 6.189193248748779, "text": "1], 2011", "probability": 5.537921177549174e-05 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Effective Date": [ { "score": 15.577445983886719, "text": "February 15, 2011", "probability": 0.9508695119466593 }, { "text": "", "score": 11.641071319580078, "probability": 0.018559878433396508 }, { "score": 10.788619995117188, "text": "February 16, 2011", "probability": 0.007913347200952088 }, { "score": 10.723142623901367, "text": "June [5], 2011", "probability": 0.007411801163240964 }, { "score": 10.123113632202148, "text": "December 18, 2001", "probability": 0.00406756479547733 }, { "score": 9.437385559082031, "text": "December 18, 2001", "probability": 0.002048927359436916 }, { "score": 9.390669822692871, "text": "February 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001", "probability": 0.0019554115455666862 }, { "score": 8.967767715454102, "text": "Maturity Date: June [5], 2011", "probability": 0.0012810737241470064 }, { "score": 8.691123962402344, "text": "June [5], 2011 Pricing Date: March [1], 2011", "probability": 0.0009714697192043127 }, { "score": 8.54178524017334, "text": "Maturity Date: June [5], 2011", "probability": 0.0008367048475908616 }, { "score": 8.270464897155762, "text": "February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware. The Trust is governed by, and the Preferred Securities were issued under, the Original Trust Agreement, as amended and restated by the Amended and Restated Trust Agreement (the \"Amended and Restated Trust Agreement\" and, together with the Original Trust Agreement, the \"Trust Agreement\")) dated as of December 18, 2001", "probability": 0.0006378805460828565 }, { "score": 8.240447044372559, "text": "June [5], 2011", "probability": 0.0006190172756037234 }, { "score": 7.96413516998291, "text": "March [1], 2011 Filed pursuant to Rule 433(d) Relating to Preliminary Prospectus Supplement dated February [16], 2011 Registration Statement Nos. 333-172296 and 333-172296-01\n\nTerm Sheet Remarketing Preferred Securities of RGA Capital Trust I Issuer: RGA Capital Trust 1 Securities Remarketed: $___ Remarketed Preferred Securities Maturity Date: June [5], 2011", "probability": 0.00046957184282184834 }, { "score": 7.8416852951049805, "text": "March [1], 2011", "probability": 0.0004154538062905265 }, { "score": 7.784461975097656, "text": "February 15, 2011\n\nBarclays Capital Inc. 745 Seventh Avenue New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001, as supplemented September 12, 2008", "probability": 0.0003923475726707041 }, { "score": 7.781724452972412, "text": "As used in this Agreement, \"Effective Time\" means the date and the time as of which each part of the registration statement on Form S-3 (File Nos. 333-172296 and 333-172296-01) (the \"Latest Registration Statement\") or the most recent post- effective amendment thereto, if any, became effective; \"Effective Date\" means the date of the Effective Time;", "probability": 0.000391274981300871 }, { "score": 7.674875259399414, "text": "December 18, 2001", "probability": 0.00035162363900406886 }, { "score": 7.566313743591309, "text": "Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.", "probability": 0.0003154499020806746 }, { "score": 7.380579471588135, "text": "June [5], 2011 Pricing Date: March [1], 2011 Settlement Date: March [4], 2010", "probability": 0.00026197933023131237 }, { "score": 7.249133110046387, "text": "February 16, 2011 and an attached prospectus dated February 15, 2011", "probability": 0.00022971036824085032 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Expiration Date": [ { "text": "", "score": 11.732393264770508, "probability": 0.8148316475522762 }, { "score": 9.638877868652344, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 0.10043051831644413 }, { "score": 8.329566955566406, "text": "Maturity Date: June [5], 2011", "probability": 0.027116847543064933 }, { "score": 8.293770790100098, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.026163336220230534 }, { "score": 7.5286054611206055, "text": "This Agreement shall terminate", "probability": 0.012172675428385122 }, { "score": 6.649806022644043, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.005055083053743145 }, { "score": 6.47648811340332, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.0042506689609026335 }, { "score": 6.4366326332092285, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date", "probability": 0.004084588108195195 }, { "score": 5.28457498550415, "text": "This Agreement shall terminate", "probability": 0.0012906722997546173 }, { "score": 5.243733882904053, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent", "probability": 0.0012390217322120504 }, { "score": 5.141789436340332, "text": "Maturity Date: June [5], 2011 Pricing Date: March [1], 2011", "probability": 0.001118935398327206 }, { "score": 4.316209316253662, "text": "This Agreement shall terminate (i) the Business Day immediately following", "probability": 0.0004900722626109874 }, { "score": 3.8192901611328125, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date,", "probability": 0.00029816102706034026 }, { "score": 3.77262020111084, "text": "June [5], 2011", "probability": 0.00028456558089229187 }, { "score": 3.6665477752685547, "text": "Remarketed Preferred Securities Maturity Date: June [5], 2011", "probability": 0.00025592676106608853 }, { "score": 3.570789098739624, "text": "(ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 0.0002325563677162816 }, { "score": 3.3122735023498535, "text": "Distribution Dates: March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011.", "probability": 0.00017957932656749467 }, { "score": 3.3004472255706787, "text": "(iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 0.00017746808044484825 }, { "score": 3.230078935623169, "text": "March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011.", "probability": 0.00016540921166824322 }, { "score": 3.2108981609344482, "text": "(i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 0.0001622667684376209 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Renewal Term": [ { "text": "", "score": 11.519554138183594, "probability": 0.9998016519485721 }, { "score": 1.9532772302627563, "text": "[Reserved.]", "probability": 7.003781302819512e-05 }, { "score": 1.7680670022964478, "text": "(f) [Reserved.]", "probability": 5.819649062338684e-05 }, { "score": 1.2453564405441284, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 3.450535373076053e-05 }, { "score": -0.18531917035579681, "text": "In the event of a Remarketing:", "probability": 8.251862081275248e-06 }, { "score": -0.6187477111816406, "text": "Reserved.]", "probability": 5.349538742703839e-06 }, { "score": -1.1254355907440186, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 3.2230317740323653e-06 }, { "score": -1.1955351829528809, "text": "Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit\n\n17\n\n\n\n\n\n\n\nthe continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 3.004835634347801e-06 }, { "score": -1.2120099067687988, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 2.955737348015437e-06 }, { "score": -1.76280677318573, "text": "In the event of a Failed Remarketing:", "probability": 1.7039537378166502e-06 }, { "score": -1.7845420837402344, "text": "This Agreement shall terminate", "probability": 1.6673173679063307e-06 }, { "score": -1.9045909643173218, "text": "(c) Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit\n\n17\n\n\n\n\n\n\n\nthe continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 1.478705566341587e-06 }, { "score": -1.9386509656906128, "text": "f) [Reserved.]", "probability": 1.429188908304744e-06 }, { "score": -1.9798951148986816, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):", "probability": 1.3714422689669416e-06 }, { "score": -2.2141318321228027, "text": "The Company agrees to use its reasonable best efforts:", "probability": 1.0850501638999924e-06 }, { "score": -2.332791328430176, "text": "(a) The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 9.636440682346188e-07 }, { "score": -2.4715163707733154, "text": "The Remarketing Agent agrees to:", "probability": 8.388206861004429e-07 }, { "score": -2.5211265087127686, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 7.982220543395263e-07 }, { "score": -2.5741302967071533, "text": "In the event of a Failed Remarketing:", "probability": 7.570149742842627e-07 }, { "score": -2.610429525375366, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of\n\n3\n\n\n\n\n\n\n\nthe end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93 days following the Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date;", "probability": 7.300286687725368e-07 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.837095260620117, "probability": 0.8068758495095694 }, { "score": 10.260845184326172, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.16682072589079475 }, { "score": 7.88820219039917, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.015553360805106938 }, { "score": 7.176812171936035, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.007636097893322 }, { "score": 5.445036888122559, "text": "(f) [Reserved.]", "probability": 0.0013513599313218297 }, { "score": 4.079375267028809, "text": "[Reserved.]", "probability": 0.0003448829554243786 }, { "score": 4.051717281341553, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 0.00033547489135846154 }, { "score": 3.505448818206787, "text": "In", "probability": 0.00019427577125637495 }, { "score": 3.2587716579437256, "text": "This Agreement shall terminate", "probability": 0.00015180571170141772 }, { "score": 3.256549119949341, "text": "In addition, the obligations of the Remarketing Agent", "probability": 0.00015146869239723135 }, { "score": 2.8927881717681885, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 0.00010527942485616031 }, { "score": 2.5262222290039062, "text": "[Reserved.]", "probability": 7.29702673646039e-05 }, { "score": 2.4542346000671387, "text": "(f) [Reserved.]", "probability": 6.790192827222037e-05 }, { "score": 2.3910555839538574, "text": "In addition, the obligations of the Remarketing Agent", "probability": 6.374466005935657e-05 }, { "score": 2.3409507274627686, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 6.062943857975076e-05 }, { "score": 2.2759153842926025, "text": "(i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 5.681186626898274e-05 }, { "score": 2.0435144901275635, "text": "addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 4.5030692954691425e-05 }, { "score": 1.982395052909851, "text": "pursuant to the Indenture, the Company no longer shall have the option to defer payments of interest on the Debentures.", "probability": 4.236086266925825e-05 }, { "score": 1.8442487716674805, "text": "In", "probability": 3.689509459737561e-05 }, { "score": 1.734908938407898, "text": "(iv) pursuant to the Indenture, the Company no longer shall have the option to defer payments of interest on the Debentures.", "probability": 3.3073712124541376e-05 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Governing Law": [ { "score": 16.04298210144043, "text": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.", "probability": 0.5940434348855014 }, { "score": 15.618364334106445, "text": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.", "probability": 0.3885161239589026 }, { "text": "", "score": 12.208244323730469, "probability": 0.012835498615539063 }, { "score": 10.41671371459961, "text": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York", "probability": 0.002139739414194585 }, { "score": 9.86405086517334, "text": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York", "probability": 0.0012312392753924695 }, { "score": 9.018888473510742, "text": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.\n\nSection 17. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.\n\nSection 18. Headings; Interpretation. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. Any reference herein to an agreement entered into in connection with the issuance of securities contemplated therein as of the date hereof shall mean such agreement as it may be amended, modified or supplemented in accordance with its terms.\n\nSection 19. Amendment; Intention of Parties. This Agreement may be amended by any written instrument (including by an amendment and restatement hereof) at any time after the date hereof by the parties hereto.\n\nThe Company acknowledges and agrees that the Remarketing Agent is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the Remarketing contemplated hereby (including in connection with determining the terms of the Remarketing) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.", "probability": 0.0005288020104523215 }, { "score": 7.97944450378418, "text": "The Trust is governed by, and the Preferred Securities were issued under, the Original Trust Agreement, as amended and restated by the Amended and Restated Trust Agreement (the \"Amended and Restated Trust Agreement\" and, together with the Original Trust Agreement, the \"Trust Agreement\")) dated as of December 18, 2001, among the Company, the Property Trustee, the Delaware Trustee and A. Greig Woodring, Jack B. Lay and Todd C. Larson, as the initial administrative trustees (in such capacities, the \"Administrative Trustees\") which amended and restated the Original Trust Agreement.", "probability": 0.0001870115015761619 }, { "score": 7.840201377868652, "text": ".", "probability": 0.00016270308816927366 }, { "score": 7.022331237792969, "text": "Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.", "probability": 7.181237785550637e-05 }, { "score": 6.950199127197266, "text": ".", "probability": 6.681480876893678e-05 }, { "score": 6.384823799133301, "text": "Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.", "probability": 3.7960624155805574e-05 }, { "score": 6.225048065185547, "text": "This", "probability": 3.235516545128104e-05 }, { "score": 6.081040859222412, "text": "Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.", "probability": 2.801573946957954e-05 }, { "score": 5.921376705169678, "text": "This", "probability": 2.3881457526348876e-05 }, { "score": 5.90087890625, "text": "the laws of the State of New York.", "probability": 2.339692312150123e-05 }, { "score": 5.647895812988281, "text": "the State of New York.", "probability": 1.8167266483968194e-05 }, { "score": 5.437402725219727, "text": "Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.", "probability": 1.4718840534381189e-05 }, { "score": 5.353311538696289, "text": "by, and construed in accordance with, the laws of the State of New York.", "probability": 1.3531728073291079e-05 }, { "score": 5.31226921081543, "text": "Section 16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.", "probability": 1.2987597034182495e-05 }, { "score": 5.216773986816406, "text": "shall be governed by, and construed in accordance with, the laws of the State of New York.", "probability": 1.1804721797355432e-05 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.122005462646484, "probability": 0.4695384964604559 }, { "score": 11.72441291809082, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 0.3154997044842155 }, { "score": 9.595654487609863, "text": "Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.03753971033057447 }, { "score": 9.497027397155762, "text": "If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing.", "probability": 0.034014000674054114 }, { "score": 9.38149642944336, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.0303028345206059 }, { "score": 9.217021942138672, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 0.025707088458324832 }, { "score": 9.174772262573242, "text": "If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing. In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 0.02464359649852358 }, { "score": 8.795246124267578, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be", "probability": 0.016860792420501692 }, { "score": 8.306352615356445, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 0.01034080214118046 }, { "score": 8.299100875854492, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:", "probability": 0.010266084581386562 }, { "score": 7.95662784576416, "text": "If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing. In the event of a Remarketing:", "probability": 0.007289045998075775 }, { "score": 7.298051834106445, "text": "The relative benefits received by the Issuers, on the one hand, and the Remarketing Agent, on the other, with respect to such offering shall be deemed to be in the same proportion as the aggregate Accreted Value of the Remarketing Securities as of the end of day on the day next preceding the Remarketing Settlement Date less the fee paid to the Remarketing Agent pursuant to Section 4(a) and less the expenses paid by the Company pursuant to Section 4(b), on the one hand, and the total fees received by the Remarketing Agent pursuant to such Section 4(a), plus the expenses paid by the Company pursuant to Section 4(b), on the other hand, bear to such aggregate Accreted Value of the Remarketing Securities.", "probability": 0.0037727216396708186 }, { "score": 7.0882086753845215, "text": "In the event of a Remarketing:", "probability": 0.003058588400844449 }, { "score": 6.88493013381958, "text": "Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments", "probability": 0.0024959638345793834 }, { "score": 6.815225124359131, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 0.0023279078635906393 }, { "score": 6.670772075653076, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments", "probability": 0.002014793891125866 }, { "score": 6.10117244720459, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.0011398734807349397 }, { "score": 6.090452194213867, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or", "probability": 0.001127719014523345 }, { "score": 6.086234092712402, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.\n\n(d) If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m.", "probability": 0.0011229721995666942 }, { "score": 5.905506610870361, "text": "The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.", "probability": 0.0009373031074653465 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Non-Compete": [ { "text": "", "score": 11.957847595214844, "probability": 0.8884872663701903 }, { "score": 9.786385536193848, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.10129714800072105 }, { "score": 6.579237461090088, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction", "probability": 0.004099685165107393 }, { "score": 6.047565460205078, "text": "Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit\n\n17\n\n\n\n\n\n\n\nthe continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.0024090637363485016 }, { "score": 4.835144519805908, "text": "not in the ordinary course of business) material to the Company and its subsidiaries taken as a whole.", "probability": 0.000716639209548384 }, { "score": 4.465888977050781, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities;", "probability": 0.0004953759536948224 }, { "score": 4.421165466308594, "text": "to have a Material Adverse Effect.", "probability": 0.000473709121671402 }, { "score": 4.374349594116211, "text": "provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.0004520431291582587 }, { "score": 4.278461456298828, "text": "not in the ordinary course of business) material to the Company and its subsidiaries taken as a whole.", "probability": 0.00041071085699471754 }, { "score": 3.623016834259033, "text": "(c) Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit\n\n17\n\n\n\n\n\n\n\nthe continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.00021324565988269664 }, { "score": 3.621544599533081, "text": "the", "probability": 0.00021293194320601595 }, { "score": 3.215529441833496, "text": "Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit", "probability": 0.00014187656818900955 }, { "score": 2.959024429321289, "text": "Neither the Company nor any agent thereof acting on the behalf of the Company has taken, and none of them will take, any action that might cause the execution, delivery and performance by the Company and the Trust of the Transaction Agreements, as applicable, the issuance of the Unit Securities by the Company and the Trust, as applicable, the Remarketing of the Remarketing Securities by the Company and the Trust, as applicable, and the consummation by the Company and the Trust, as applicable, of the transactions contemplated hereby and thereby to violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System.", "probability": 0.0001097771529865052 }, { "score": 2.8583297729492188, "text": "continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 9.926149908007135e-05 }, { "score": 2.8404178619384766, "text": "Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit\n\n17\n\n\n\n\n\n\n\nthe continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction", "probability": 9.749936465213054e-05 }, { "score": 2.3565025329589844, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.\n\nSection 6. Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder are subject to the accuracy, on and as of the date when made, of the representations and warranties of the Issuers contained herein, to the performance by the Issuers of their respective obligations hereunder, and to each of the following additional terms and conditions:", "probability": 6.009523372252468e-05 }, { "score": 2.3272037506103516, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith,", "probability": 5.836005991307527e-05 }, { "score": 2.2989115715026855, "text": "In the event of a Remarketing:", "probability": 5.673206499936539e-05 }, { "score": 2.292734146118164, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities", "probability": 5.6382687139789163e-05 }, { "score": 2.2155821323394775, "text": "In the event of a Failed Remarketing:", "probability": 5.219622279362954e-05 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Exclusivity": [ { "score": 12.913385391235352, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.", "probability": 0.6378364942434032 }, { "text": "", "score": 12.205286026000977, "probability": 0.3141851955051248 }, { "score": 9.044775009155273, "text": "Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.", "probability": 0.013322729876599273 }, { "score": 8.452701568603516, "text": "Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.", "probability": 0.007369855866698057 }, { "score": 8.404821395874023, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent,", "probability": 0.007025300404578627 }, { "score": 8.231110572814941, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"),", "probability": 0.005905045491201163 }, { "score": 8.17747974395752, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures", "probability": 0.005596695445837647 }, { "score": 7.469945907592773, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 0.0027583770688393242 }, { "score": 6.755465507507324, "text": "Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 0.0013500776214346534 }, { "score": 6.524794101715088, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent", "probability": 0.0010719620730060442 }, { "score": 5.841169834136963, "text": "The Company and the Trust", "probability": 0.0005411095175562731 }, { "score": 5.665943622589111, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and", "probability": 0.00045413544121625097 }, { "score": 5.518316268920898, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent", "probability": 0.0003918065129618712 }, { "score": 5.503952980041504, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the", "probability": 0.000386219105662344 }, { "score": 5.415907382965088, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.0003536682202041241 }, { "score": 5.374155044555664, "text": "The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.", "probability": 0.0003392057665403152 }, { "score": 5.34934139251709, "text": "Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.", "probability": 0.0003308924017035912 }, { "score": 5.32715368270874, "text": "(a) The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.", "probability": 0.0003236315063092249 }, { "score": 5.067072868347168, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent", "probability": 0.00024951642083066055 }, { "score": 4.8854780197143555, "text": "The", "probability": 0.00020808151029281963 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.113000869750977, "probability": 0.9988983212389488 }, { "score": 5.036733627319336, "text": "No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company on the other hand, which is required to be described in each of the Time of Sale Prospectus and the Prospectus which is not so described.", "probability": 0.0008439903234954651 }, { "score": 2.6642847061157227, "text": "No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company on the other hand, which is required to be described in each of the Time of Sale Prospectus and the Prospectus which is not so described.", "probability": 7.870385268363316e-05 }, { "score": 2.4463443756103516, "text": "In the event of a Remarketing:", "probability": 6.329154676202502e-05 }, { "score": 1.0908195972442627, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 1.6317318026217587e-05 }, { "score": 1.0383820533752441, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 1.548372474056017e-05 }, { "score": 1.0031514167785645, "text": "(f) No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company on the other hand, which is required to be described in each of the Time of Sale Prospectus and the Prospectus which is not so described.", "probability": 1.4947720584333086e-05 }, { "score": 0.7783600091934204, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):", "probability": 1.1938487338268495e-05 }, { "score": 0.7650140523910522, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 1.1780215297084655e-05 }, { "score": 0.47889629006385803, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 8.848993221109122e-06 }, { "score": 0.3654186725616455, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 7.899710195765452e-06 }, { "score": 0.10054731369018555, "text": "No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company on the other hand, which is required to be described in each of the Time of Sale Prospectus and the Prospectus which is not so described", "probability": 6.061484371314133e-06 }, { "score": -0.17914797365665436, "text": "(f) No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company on the other hand, which is required to be described in each of the Time of Sale Prospectus and the Prospectus which is not so described.", "probability": 4.582567490501884e-06 }, { "score": -0.4011117219924927, "text": "This Agreement shall terminate", "probability": 3.67038176627887e-06 }, { "score": -0.49125993251800537, "text": "In the event of a Remarketing:", "probability": 3.3539792261903023e-06 }, { "score": -0.5237768292427063, "text": "The Remarketing Agent agrees to:", "probability": 3.2466723286280497e-06 }, { "score": -0.8113675117492676, "text": "No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company on the other hand, which is required to be described in each of the Time of Sale Prospectus and the Prospectus which is not so described.\n\n(g) There are no contracts, agreements or other documents which are required to be described in each of the Time of Sale Prospectus and the Prospectus or filed as exhibits to the Registration Statement or the Incorporated Documents by the Securities Act or the Exchange Act, as the case may be, which have not been described in each of the Time of Sale Prospectus and the Prospectus or filed as exhibits to the Registration Statement or the Incorporated Documents.", "probability": 2.435226791544768e-06 }, { "score": -0.9270586371421814, "text": "The Remarketing Agent agrees to:", "probability": 2.169179021835876e-06 }, { "score": -1.2472565174102783, "text": "(a) The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 1.5748355982215498e-06 }, { "score": -1.3774834871292114, "text": "The Company agrees to use its reasonable best efforts:", "probability": 1.38254211244102e-06 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.978034973144531, "probability": 0.6335436153888641 }, { "score": 10.742100715637207, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.", "probability": 0.1840844441944297 }, { "score": 10.315258026123047, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.12012728616445312 }, { "score": 8.899426460266113, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.", "probability": 0.029157738019920828 }, { "score": 7.366982936859131, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"),", "probability": 0.006298281443203825 }, { "score": 7.291790962219238, "text": "The Remarketing Agent, in its individual capacity, either as principal or agent, may, to the extent permitted by law, also engage in or have an interest in any financial or other transaction with the Issuers as freely as if it did not act in any capacity hereunder.", "probability": 0.005842067947446466 }, { "score": 7.260170936584473, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.005660231594401136 }, { "score": 6.716362953186035, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 0.003285953359186079 }, { "score": 6.600527763366699, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction", "probability": 0.0029265423354935707 }, { "score": 6.261587619781494, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent,", "probability": 0.002085234861503072 }, { "score": 5.749819755554199, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"),", "probability": 0.0012499625965248905 }, { "score": 5.721292018890381, "text": "Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit\n\n17\n\n\n\n\n\n\n\nthe continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.0012148078199760023 }, { "score": 5.574273109436035, "text": "provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.00104871644386032 }, { "score": 5.449777126312256, "text": "Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit", "probability": 0.0009259555930499051 }, { "score": 5.323483467102051, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures", "probability": 0.0008160965088469157 }, { "score": 4.745192050933838, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction", "probability": 0.0004577124746867418 }, { "score": 4.5493011474609375, "text": "The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.", "probability": 0.0003762863034470246 }, { "score": 4.404628276824951, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent", "probability": 0.0003256025378049691 }, { "score": 4.310234069824219, "text": "As of the date of this Agreement, the entities listed on Schedule 2 are the only subsidiaries, direct or indirect, of the Company, and the Company owns, directly or indirectly through other subsidiaries, the percentage indicated on such Schedule 2 of the outstanding capital stock or other securities evidencing equity ownership of such subsidiaries, free and clear of any security interest, claim, lien, limitation on voting rights or encumbrance; and all of such securities have been duly authorized, validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights.", "probability": 0.00029627356137033054 }, { "score": 4.243657112121582, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent", "probability": 0.00027719085153092647 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.221858978271484, "probability": 0.9992155086244422 }, { "score": 4.734138011932373, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 0.0005594783279764419 }, { "score": 2.9319396018981934, "text": "This Agreement shall terminate", "probability": 9.227805743744114e-05 }, { "score": 1.8867948055267334, "text": "(iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 3.2448739108989627e-05 }, { "score": 1.7867870330810547, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date,", "probability": 2.9360605109305473e-05 }, { "score": 1.5974016189575195, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent", "probability": 2.4294947317382133e-05 }, { "score": 0.8547296524047852, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 1.1560526796618165e-05 }, { "score": 0.7179834842681885, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date", "probability": 1.0082994225467108e-05 }, { "score": -0.37115538120269775, "text": "(i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 3.392989527311482e-06 }, { "score": -0.37786877155303955, "text": "(ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 3.37028735370142e-06 }, { "score": -0.4964278042316437, "text": "In the event of a Remarketing:", "probability": 2.9934871424300284e-06 }, { "score": -0.5393991470336914, "text": "This", "probability": 2.8675776053145447e-06 }, { "score": -0.8950910568237305, "text": "or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 2.009278542620533e-06 }, { "score": -0.9460783004760742, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 1.9093988990115898e-06 }, { "score": -0.9929544925689697, "text": "No indemnifying party shall:", "probability": 1.8219589854854313e-06 }, { "score": -1.0596117973327637, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 1.7044713143829411e-06 }, { "score": -1.1972270011901855, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In", "probability": 1.485334172986246e-06 }, { "score": -1.2499415874481201, "text": "(iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent", "probability": 1.4090633501742629e-06 }, { "score": -1.5169105529785156, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent", "probability": 1.0789153462631699e-06 }, { "score": -1.650056004524231, "text": "The Company agrees to use its reasonable best efforts:", "probability": 9.4441534633135e-07 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.611948013305664, "probability": 0.9695709813510011 }, { "score": 7.9680938720703125, "text": "No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.", "probability": 0.025355598281362163 }, { "score": 5.570389747619629, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "probability": 0.002305495038665935 }, { "score": 4.817701816558838, "text": "to have a Material Adverse Effect.", "probability": 0.0010861154133257804 }, { "score": 4.218080997467041, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.", "probability": 0.0005962988392477301 }, { "score": 3.7651283740997314, "text": "Neither the Company nor any agent thereof acting on the behalf of the Company has taken, and none of them will take, any action that might cause the execution, delivery and performance by the Company and the Trust of the Transaction Agreements, as applicable, the issuance of the Unit Securities by the Company and the Trust, as applicable, the Remarketing of the Remarketing Securities by the Company and the Trust, as applicable, and the consummation by the Company and the Trust, as applicable, of the transactions contemplated hereby and thereby to violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System.", "probability": 0.0003790959450340642 }, { "score": 2.906766414642334, "text": "the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon:", "probability": 0.00016068201770682328 }, { "score": 2.780545473098755, "text": "The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketing Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part.", "probability": 0.00014162835737649735 }, { "score": 1.9390517473220825, "text": "No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.", "probability": 6.105119041544584e-05 }, { "score": 1.9129254817962646, "text": "No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation", "probability": 5.947680673973846e-05 }, { "score": 1.616763710975647, "text": "(ii) the omission or alleged omission to state in the Registration Statement, the Time of Sale Prospectus, any free writing prospectus that the Company has filed or is required to file with the Commission pursuant to Rule 433(d) of the Securities Act, or Prospectus or in any amendment or supplement thereto, or in any Blue Sky Application, any material fact required to be stated therein or necessary to make the statements therein (and with respect to the Time of Sale Prospectus, the Prospectus or any such free writing prospectus, in the light of the circumstances under which such statements are made) not misleading;", "probability": 4.423094525670382e-05 }, { "score": 1.494516134262085, "text": "to have a Material Adverse Effect", "probability": 3.9141257367771e-05 }, { "score": 1.4305987358093262, "text": "No", "probability": 3.671772791476577e-05 }, { "score": 1.4014532566070557, "text": "to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, all such Authorizations are valid and in full force and effect and the Company and its subsidiaries are in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect thereto. No insurance regulatory agency or body has issued any order or decree impairing, restricting or prohibiting the payment of dividends by any subsidiary of the Company to its parent, other than any such orders or decrees the issuance of which would not reasonably be expected to have a Material Adverse Effect.", "probability": 3.5663016829561725e-05 }, { "score": 1.3473644256591797, "text": "No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.\n\nSection 8. [Reserved]\n\nSection 9. Dealing in the Remarketing Securities. The Remarketing Agent, when acting as a Remarketing Agent or in its individual or any other capacity, may, to the extent permitted by law, buy, sell, hold and deal in any of the Remarketing Securities. The Remarketing Agent may to the extent permitted by law exercise any vote or join in any action which any beneficial owner of Remarketing Securities\n\n25\n\n\n\n\n\n\n\nmay be entitled to exercise or take pursuant to the Trust Agreement or the Indenture with like effect as if it did not act in any capacity hereunder.", "probability": 3.378528584677199e-05 }, { "score": 1.1472373008728027, "text": "Neither the Company nor any agent thereof acting on the behalf of the Company has taken, and none of them will take, any action that might cause the execution, delivery and performance by the Company and the Trust of the Transaction Agreements, as applicable, the issuance of the Unit Securities by the Company and the Trust, as applicable, the Remarketing of the Remarketing Securities by the Company and the Trust, as applicable, and the consummation by the Company and the Trust, as applicable, of the transactions contemplated hereby and thereby to violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System", "probability": 2.765753634239107e-05 }, { "score": 1.136621117591858, "text": "No indemnifying party shall:", "probability": 2.7365471915272982e-05 }, { "score": 0.40509986877441406, "text": "but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Issuers by or on behalf of the Remarketing Agent specifically for inclusion therein (which consists of the information specified in Section 2(c)),", "probability": 1.3167620463003893e-05 }, { "score": 0.3960270881652832, "text": "Notwithstanding", "probability": 1.3048693844746155e-05 }, { "score": 0.37672197818756104, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 1.2799203344229496e-05 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.699613571166992, "probability": 0.8230197227434698 }, { "score": 9.970996856689453, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.14611053880788255 }, { "score": 6.944551944732666, "text": "This Agreement shall terminate", "probability": 0.007084565456724126 }, { "score": 6.8370747566223145, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date", "probability": 0.006362627050340544 }, { "score": 6.683026313781738, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.005454237925209474 }, { "score": 6.58207893371582, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 0.004930525266904395 }, { "score": 6.234260559082031, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date,", "probability": 0.0034820707250490276 }, { "score": 5.228824615478516, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 0.0012740377772116997 }, { "score": 4.619349479675293, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 0.0006926129658450557 }, { "score": 4.199202537536621, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent", "probability": 0.0004550122811808983 }, { "score": 3.9291164875030518, "text": "In", "probability": 0.00034731715718598654 }, { "score": 3.2133305072784424, "text": "In addition, the obligations of the Remarketing Agent", "probability": 0.00016977132423023528 }, { "score": 2.930020809173584, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by", "probability": 0.00012788643989694313 }, { "score": 2.5264317989349365, "text": "by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 8.541772838593449e-05 }, { "score": 2.5124406814575195, "text": "addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 8.423096037796702e-05 }, { "score": 2.5108346939086914, "text": "In addition, the obligations of the Remarketing Agent hereunder", "probability": 8.409579507032621e-05 }, { "score": 2.2966065406799316, "text": "This Agreement shall terminate", "probability": 6.78791157309863e-05 }, { "score": 2.2714040279388428, "text": "hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 6.618976876328545e-05 }, { "score": 2.0365467071533203, "text": "This", "probability": 5.2335168335950295e-05 }, { "score": 1.9691777229309082, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf", "probability": 4.892554220478638e-05 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.284399032592773, "probability": 0.49457944624010697 }, { "score": 11.879090309143066, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 0.32977119795063997 }, { "score": 10.229365348815918, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.06334994978574975 }, { "score": 8.504928588867188, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):\n\n(i) DTC, the Property Trustee, the Debenture Trustee and the Issuers of the Reset Rate determined in the Remarketing and the number of Remarketing Securities (or, if applicable, aggregate principal amount of Remarketing Securities) sold in the Remarketing,\n\n(ii) each purchaser (or their DTC participant) of the Reset Rate and the number of Remarketing Securities (or, if applicable, aggregate principal amount of Remarketing Securities) such purchaser is to purchase; and\n\n(iii) each purchaser to give instructions to its DTC participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Remarketing Securities purchased through the facilities of DTC.", "probability": 0.011293613107159409 }, { "score": 8.483972549438477, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.011059406300173614 }, { "score": 8.384309768676758, "text": "If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketing Securities deemed tendered for purchase, a failed Remarketing (a \"Failed Remarketing\") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone (promptly confirmed in writing) The Depository Trust Company (\"DTC\"), the Property Trustee, the Debenture Trustee, the Administrative Trustees and the Company.", "probability": 0.010010339751697721 }, { "score": 8.229536056518555, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units", "probability": 0.008574947081861538 }, { "score": 8.179248809814453, "text": "If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing.", "probability": 0.008154399317030797 }, { "score": 8.179140090942383, "text": "Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.00815351282812455 }, { "score": 8.123237609863281, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 0.0077102173293893414 }, { "score": 8.047246932983398, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments", "probability": 0.007146020999874615 }, { "score": 7.962638854980469, "text": "If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing. In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 0.006566281038719768 }, { "score": 7.890755653381348, "text": "If none of the holders of Remarketing Securities elects to have Remarketing Securities remarketed in the Remarketing, the Remarketing Agent shall reasonably determine, in good faith after consultation with the Company, the distribution rate or interest rate, as applicable, that would have been established had a Remarketing been held on the Remarketing Date, and such rate shall be the Reset Rate, and the related modifications to the other terms of the Preferred Securities and to the terms of the Debentures and the Warrants shall be effective as of the Remarketing Date.\n\n(f) If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketing Securities deemed tendered for purchase, a failed Remarketing (a \"Failed Remarketing\") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone (promptly confirmed in writing) The Depository Trust Company (\"DTC\"), the Property Trustee, the Debenture Trustee, the Administrative Trustees and the Company.", "probability": 0.006110841071893246 }, { "score": 7.760396957397461, "text": "In the event of a Remarketing:", "probability": 0.005363977242103311 }, { "score": 7.7115583419799805, "text": "If none of the holders of Remarketing Securities elects to have Remarketing Securities remarketed in the Remarketing, the Remarketing Agent shall reasonably determine, in good faith after consultation with the Company, the distribution rate or interest rate, as applicable, that would have been established had a Remarketing been held on the Remarketing Date, and such rate shall be the Reset Rate, and the related modifications to the other terms of the Preferred Securities and to the terms of the Debentures and the Warrants shall be effective as of the Remarketing Date.", "probability": 0.005108302244768911 }, { "score": 7.599799156188965, "text": "If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing. In the event of a Remarketing:", "probability": 0.004568148230068163 }, { "score": 7.44684362411499, "text": "If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketing Securities deemed tendered for purchase, a failed Remarketing (a \"Failed Remarketing\") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone (promptly confirmed in writing) The Depository Trust Company (\"DTC\"), the Property Trustee, the Debenture Trustee, the Administrative Trustees and the Company. In the event of a Failed Remarketing:", "probability": 0.0039202380908431545 }, { "score": 7.2834038734436035, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):", "probability": 0.0033291354269860446 }, { "score": 7.081517696380615, "text": "(ii) each purchaser (or their DTC participant) of the Reset Rate and the number of Remarketing Securities (or, if applicable, aggregate principal amount of Remarketing Securities) such purchaser is to purchase; and\n\n(iii) each purchaser to give instructions to its DTC participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Remarketing Securities purchased through the facilities of DTC.", "probability": 0.0027205293128372636 }, { "score": 7.0007734298706055, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):", "probability": 0.002509496649972009 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Change Of Control": [ { "text": "", "score": 12.246009826660156, "probability": 0.9651113691743353 }, { "score": 7.895900726318359, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.012455152625686049 }, { "score": 6.82575798034668, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.00427161363719885 }, { "score": 6.55096960067749, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 0.0032452853356982276 }, { "score": 6.23158597946167, "text": "Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.0023580138033882573 }, { "score": 6.199798583984375, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 0.002284237476812744 }, { "score": 5.993161678314209, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.0018578043896773065 }, { "score": 5.784477233886719, "text": "This Agreement shall terminate", "probability": 0.0015078893783712687 }, { "score": 5.683597564697266, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.0013631950435432458 }, { "score": 5.68032169342041, "text": "In the event of a Remarketing:", "probability": 0.0013587366985245433 }, { "score": 5.21852970123291, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of\n\n3\n\n\n\n\n\n\n\nthe end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93 days following the Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date;", "probability": 0.0008562125545481909 }, { "score": 4.715082168579102, "text": "In the event of a Remarketing:", "probability": 0.0005175318784189497 }, { "score": 4.713821887969971, "text": "Reinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001, as supplemented September 12, 2008, among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the \"Unit Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in such capacity, the \"Property Trustee\").", "probability": 0.0005168800538551751 }, { "score": 4.543098449707031, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 0.0004357581576560851 }, { "score": 4.4866251945495605, "text": "Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments", "probability": 0.000411831444365959 }, { "score": 4.473233222961426, "text": "the end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93 days following the Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date;", "probability": 0.00040635297499471107 }, { "score": 4.298727035522461, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00", "probability": 0.0003412843466626414 }, { "score": 4.250361442565918, "text": "not in the ordinary course of business) material to the Company and its subsidiaries taken as a whole.", "probability": 0.0003251707399391218 }, { "score": 3.9386370182037354, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments", "probability": 0.00023808457642530146 }, { "score": 3.3903307914733887, "text": "(C) the Company has not declared or paid any dividend on its capital stock, except for dividends declared in the ordinary course of business and consistent with past practice, otherwise than as set forth in each of the Time of Sale Prospectus and the Prospectus and, except as set forth or contemplated in each of the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or\n\n19\n\n\n\n\n\n\n\nnot in the ordinary course of business) material to the Company and its subsidiaries taken as a whole.", "probability": 0.0001375957098979707 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.175958633422852, "probability": 0.9999080721413109 }, { "score": 1.1244431734085083, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 1.5861632865640433e-05 }, { "score": 1.06456458568573, "text": "No indemnifying party shall:", "probability": 1.4939737034980528e-05 }, { "score": 0.8045161962509155, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.", "probability": 1.1518750532995935e-05 }, { "score": 0.7081880569458008, "text": "The Remarketing Agent agrees to:", "probability": 1.0460937161393625e-05 }, { "score": 0.36008548736572266, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 7.385698386975178e-06 }, { "score": 0.08091449737548828, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 5.586620205049155e-06 }, { "score": -0.0026633739471435547, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 5.138681959700625e-06 }, { "score": -0.32408154010772705, "text": "to have a Material Adverse Effect.", "probability": 3.7261608927870283e-06 }, { "score": -0.7536556720733643, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 2.424934031183485e-06 }, { "score": -0.7864106893539429, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 2.346792032706373e-06 }, { "score": -0.8627028465270996, "text": "This Agreement shall terminate", "probability": 2.1744095271876684e-06 }, { "score": -0.9127166271209717, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 2.0683338201108347e-06 }, { "score": -1.0488321781158447, "text": "The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.", "probability": 1.8051213407927115e-06 }, { "score": -1.3969347476959229, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.", "probability": 1.2744634222820504e-06 }, { "score": -1.5400211811065674, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 1.1045508826953932e-06 }, { "score": -1.5607495307922363, "text": "(a) The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 1.0818910277901756e-06 }, { "score": -1.5981931686401367, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.", "probability": 1.0421301335916045e-06 }, { "score": -1.610680103302002, "text": "(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers on the one hand and the Remarketing Agent on the other with respect to the statements or omissions or alleged statements or alleged omissions which resulted in such loss, claim, damage or liability (or action in respect thereof) as well as any other relevant equitable considerations.", "probability": 1.0291980318932426e-06 }, { "score": -1.6825602054595947, "text": "(b) The Remarketing Agent agrees to:", "probability": 9.578153997003385e-07 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Revenue/Profit Sharing": [ { "score": 12.913944244384766, "text": "Distribution Rate: ___% per annum", "probability": 0.40382786499929624 }, { "score": 12.381865501403809, "text": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.", "probability": 0.23720149444196942 }, { "text": "", "score": 12.103500366210938, "probability": 0.1795663598302404 }, { "score": 11.326800346374512, "text": "Distribution Rate: ___% per annum Distribution Dates: March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011.", "probability": 0.08258638301690113 }, { "score": 10.31669807434082, "text": "Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.03007645201170653 }, { "score": 9.691112518310547, "text": "Distribution Rate: ___% per annum", "probability": 0.016089340699237568 }, { "score": 9.43608570098877, "text": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities", "probability": 0.012467561198072257 }, { "score": 9.183841705322266, "text": "Distribution Dates: March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011.", "probability": 0.00968798222366942 }, { "score": 8.940266609191895, "text": "Distribution Rate: ___% per annum Distribution Dates: March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011.", "probability": 0.007593640154896463 }, { "score": 8.591970443725586, "text": "Distribution Rate: ___%", "probability": 0.005360273016882571 }, { "score": 8.10477352142334, "text": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.\n\n(b) The Company agrees to pay:", "probability": 0.0032930625151510466 }, { "score": 7.683693885803223, "text": "Distribution Rate: ___% per annum Distribution Dates: March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011", "probability": 0.0021613615100489077 }, { "score": 7.566579818725586, "text": "Distribution Rate: ___% per annum Distribution Dates: March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011. Security Ratings (Expected)*: ___(Moody's) / ___(S&P) / ___(A.M. Best) Guarantee: Reinsurance Group of America, Incorporated has guaranteed payment of distributions to the extent described in the prospectus supplement and prospectus", "probability": 0.0019224958904172724 }, { "score": 7.55507755279541, "text": "March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011.", "probability": 0.0019005095203766286 }, { "score": 7.341083526611328, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.0015343824580872762 }, { "score": 7.272489070892334, "text": "Distribution Dates: March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011.", "probability": 0.0014326609752457564 }, { "score": 7.105303764343262, "text": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.\n\n(b) The Company agrees to pay:\n\n(i) the costs incident to the preparation and printing of the Prospectus and any amendments or supplements thereto;\n\n(ii) the costs of distributing the Prospectus and any amendments or supplements thereto;", "probability": 0.0012120925309348368 }, { "score": 6.76082706451416, "text": "Settlement Date: March [4], 2010 Distribution Rate: ___% per annum", "probability": 0.0008588779340856643 }, { "score": 6.429362773895264, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 0.0006165642403770949 }, { "score": 6.419709205627441, "text": "Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments", "probability": 0.0006106408324035509 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.009777069091797, "probability": 0.21490548986046482 }, { "score": 11.996269226074219, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 0.21202209828248436 }, { "score": 11.93162727355957, "text": "Distribution Rate: ___% per annum", "probability": 0.19875015907402555 }, { "score": 11.649333000183105, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 0.1498679061618542 }, { "score": 10.534975051879883, "text": "If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing.", "probability": 0.04917553935198589 }, { "score": 10.264537811279297, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:", "probability": 0.0375231881156014 }, { "score": 9.915143013000488, "text": "Distribution Rate: ___% per annum Distribution Dates: March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011.", "probability": 0.02645815142769804 }, { "score": 9.860574722290039, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.025053060673374834 }, { "score": 9.74272632598877, "text": "If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing. In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 0.022267931771275735 }, { "score": 9.354503631591797, "text": "Pricing Date: March [1], 2011 Settlement Date: March [4], 2010 Distribution Rate: ___% per annum", "probability": 0.015103475938590436 }, { "score": 9.009655952453613, "text": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.", "probability": 0.010698218505581768 }, { "score": 8.526247024536133, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:", "probability": 0.0065973516600984225 }, { "score": 8.395584106445312, "text": "The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.\n\n(c) On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:", "probability": 0.005789265267872433 }, { "score": 8.335248947143555, "text": "Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.005450297680673384 }, { "score": 8.145214080810547, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be", "probability": 0.004507016303872321 }, { "score": 8.12761402130127, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units", "probability": 0.004428386522827673 }, { "score": 8.040534973144531, "text": "If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing. In the event of a Remarketing:", "probability": 0.004059079620642461 }, { "score": 7.767772674560547, "text": "Distribution Dates: March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6, 2011 for the period from March 15, 2011 to and including June 4, 2011.", "probability": 0.003090070650561182 }, { "score": 7.425071716308594, "text": "Settlement Date: March [4], 2010 Distribution Rate: ___% per annum", "probability": 0.0021934880564940416 }, { "score": 7.362199783325195, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to", "probability": 0.0020598250740210527 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.160985946655273, "probability": 0.39069703817866563 }, { "score": 11.894582748413086, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 0.2993247854978237 }, { "score": 11.868325233459473, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 0.2915675490279506 }, { "score": 7.919467449188232, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:", "probability": 0.0056204623193862255 }, { "score": 7.794730186462402, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units", "probability": 0.004961343946708591 }, { "score": 7.125123023986816, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be", "probability": 0.0025397597718776334 }, { "score": 7.056270599365234, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.002370775398344591 }, { "score": 5.503104209899902, "text": "Distribution Rate: ___% per annum", "probability": 0.0005016014918274539 }, { "score": 5.291744709014893, "text": "Maturity Date: June [5], 2011 Pricing Date: March [1], 2011 Settlement Date: March [4], 2010 Distribution Rate: ___% per annum", "probability": 0.00040603788277113645 }, { "score": 5.135339736938477, "text": "(c) On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 0.0003472487877023887 }, { "score": 4.774997711181641, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units", "probability": 0.00024218441096319116 }, { "score": 4.61146354675293, "text": "On", "probability": 0.00020564786240862072 }, { "score": 4.559474945068359, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to", "probability": 0.00019522967746580115 }, { "score": 4.537049293518066, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or", "probability": 0.00019090025128916927 }, { "score": 4.468493461608887, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date;", "probability": 0.00017825145378913822 }, { "score": 4.328064441680908, "text": "or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 0.00015489790078001495 }, { "score": 4.245043754577637, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities,", "probability": 0.00014255751155240783 }, { "score": 4.116392135620117, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (", "probability": 0.00012534800250949772 }, { "score": 4.071659088134766, "text": "In", "probability": 0.0001198643685758911 }, { "score": 3.972198247909546, "text": "(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 0.00010851625760809363 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Volume Restriction": [ { "score": 13.121042251586914, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 0.6172561377150252 }, { "text": "", "score": 12.103469848632812, "probability": 0.22312042962862927 }, { "score": 11.422422409057617, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 0.11291826397070774 }, { "score": 9.581310272216797, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "probability": 0.01791345474909537 }, { "score": 9.262224197387695, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units", "probability": 0.013019731541323392 }, { "score": 8.201887130737305, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be", "probability": 0.0045092414703257 }, { "score": 8.19020938873291, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:", "probability": 0.0044568899803248225 }, { "score": 7.245018005371094, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units", "probability": 0.001731970583035247 }, { "score": 7.102845668792725, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase", "probability": 0.0015024355465360006 }, { "score": 6.804453372955322, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.0011148224930602896 }, { "score": 5.8763580322265625, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "probability": 0.0004406959277723031 }, { "score": 5.758890628814697, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to", "probability": 0.0003918533756189584 }, { "score": 5.5364532470703125, "text": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.", "probability": 0.0003137041506203901 }, { "score": 5.456996440887451, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units", "probability": 0.00028974277311198893 }, { "score": 5.358448505401611, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities,", "probability": 0.0002625510671455858 }, { "score": 5.0898051261901855, "text": "In", "probability": 0.00020069818760774796 }, { "score": 4.904843330383301, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (", "probability": 0.00016680749610621998 }, { "score": 4.755992889404297, "text": "(c) On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 0.00014373768243833814 }, { "score": 4.684222221374512, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or", "probability": 0.00013378303160962697 }, { "score": 4.5158209800720215, "text": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.", "probability": 0.00011304862990610309 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.235719680786133, "probability": 0.9968955149769162 }, { "score": 5.757363319396973, "text": "The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.", "probability": 0.0015315642575268055 }, { "score": 4.661736011505127, "text": "The Remarketing Agent agrees to:", "probability": 0.0005120475924634772 }, { "score": 4.403951644897461, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 0.00039569084350930757 }, { "score": 3.431989908218384, "text": "In the event of a Remarketing:", "probability": 0.00014970571566071806 }, { "score": 2.884124279022217, "text": "(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.", "probability": 8.655723247596544e-05 }, { "score": 2.873015880584717, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 8.560104096068051e-05 }, { "score": 2.608006000518799, "text": "The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.\n\n(c) On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 6.567297909259319e-05 }, { "score": 2.339568614959717, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments. Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 5.021180599367979e-05 }, { "score": 2.0631730556488037, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 3.808629929455422e-05 }, { "score": 2.042478084564209, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\"). Certain payments on the Preferred Securities and Common Securities (the \"Trust Securities\") are guaranteed (the \"Guarantee\") by the Company pursuant to the Guarantee Agreement (the \"Guarantee Agreement\") dated as of December 18, 2001, between the Company and The Bank of New York Mellon Trust Company, as successor guarantee trustee (in such capacity, the \"Guarantee Trustee\").\n\nThe Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the \"Original Trust Agreement\") executed by the Company, as depositor,\n\n\n\n1 \"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 3.730620429517257e-05 }, { "score": 1.7236328125, "text": "The Trust has been duly created and is validly existing as a statutory business trust in good standing under the Statutory Trust Act of the State of Delaware, 12 Del. C. \u00a7 3801 et seq. (the \"Delaware Statutory Trust Act\"), with the power and authority (trust and other) to own property and conduct its business as described in the Prospectus, and has conducted and will conduct no business other than the transactions contemplated by the Prospectus.", "probability": 2.712116381664809e-05 }, { "score": 1.392232894897461, "text": "The Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the \"Original Trust Agreement\") executed by the Company, as depositor,\n\n\n\n1 \"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 1.947077178191448e-05 }, { "score": 1.3874180316925049, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 1.9377248012048142e-05 }, { "score": 1.3018189668655396, "text": "In the event of a Failed Remarketing:", "probability": 1.7787581230258924e-05 }, { "score": 1.1205387115478516, "text": "information specified in Section 2(c)).", "probability": 1.483842759318041e-05 }, { "score": 1.1180105209350586, "text": "carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.", "probability": 1.4800960601635508e-05 }, { "score": 1.0956499576568604, "text": "In the event of a Remarketing:", "probability": 1.4473675561075205e-05 }, { "score": 0.9453185796737671, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.\n\n\n\n\n\n\n\nand The Bank of New York (Delaware), as Delaware trustee (in such capacity, the \"Delaware Trustee\"), and a certificate of trust dated as of February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware.", "probability": 1.2453480510509392e-05 }, { "score": 0.8844226002693176, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 1.171774270356692e-05 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.173436164855957, "probability": 0.9988507248855921 }, { "score": 5.302781581878662, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 0.0010366048027799061 }, { "score": 2.3211119174957275, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75%", "probability": 5.2564257552938334e-05 }, { "score": 1.2534973621368408, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures", "probability": 1.80730489300781e-05 }, { "score": 0.9270734190940857, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments. Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 1.303969121210606e-05 }, { "score": 0.40338587760925293, "text": "Each", "probability": 7.723829843033366e-06 }, { "score": 0.11420446634292603, "text": "Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments. Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 5.784193411849057e-06 }, { "score": -0.6678177714347839, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\"). Certain payments on the Preferred Securities and Common Securities (the \"Trust Securities\") are guaranteed (the \"Guarantee\") by the Company pursuant to the Guarantee Agreement (the \"Guarantee Agreement\") dated as of December 18, 2001, between the Company and The Bank of New York Mellon Trust Company, as successor guarantee trustee (in such capacity, the \"Guarantee Trustee\").\n\nThe Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the \"Original Trust Agreement\") executed by the Company, as depositor,\n\n\n\n1 \"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 2.6461524667624405e-06 }, { "score": -1.1417317390441895, "text": "Property Trustee\"). In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments. Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 1.6473908248339313e-06 }, { "score": -1.2856624126434326, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 1.4265544259446456e-06 }, { "score": -1.3312114477157593, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 1.3630338800223077e-06 }, { "score": -1.4079976081848145, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company", "probability": 1.2622891380932458e-06 }, { "score": -1.412379264831543, "text": "among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the \"Unit Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in such capacity, the \"Property Trustee\"). In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments. Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 1.2567703201135747e-06 }, { "score": -1.5438103675842285, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust,", "probability": 1.1019860914767479e-06 }, { "score": -1.6177337169647217, "text": "In the event of a Remarketing:", "probability": 1.0234617361308625e-06 }, { "score": -1.7032051086425781, "text": "Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 9.396191441932684e-07 }, { "score": -1.9270503520965576, "text": "among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the \"Unit Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in such capacity, the \"Property Trustee", "probability": 7.511680416738619e-07 }, { "score": -1.9914660453796387, "text": "among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the \"Unit Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in such capacity, the \"Property Trustee\").", "probability": 7.043065422181227e-07 }, { "score": -2.0009546279907227, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.\n\n\n\n\n\n\n\nand The Bank of New York (Delaware), as Delaware trustee (in such capacity, the \"Delaware Trustee\"), and a certificate of trust dated as of February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware.", "probability": 6.976552768520235e-07 }, { "score": -2.049038887023926, "text": "Reinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001, as supplemented September 12, 2008, among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the \"Unit Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in such capacity, the \"Property Trustee", "probability": 6.649027896740091e-07 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__License Grant": [ { "text": "", "score": 11.838735580444336, "probability": 0.9999909446487877 }, { "score": -1.5945788621902466, "text": "to have a Material Adverse Effect.", "probability": 1.4654861932505233e-06 }, { "score": -1.7462540864944458, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 1.2592443711520565e-06 }, { "score": -1.8021138906478882, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 1.1908317725401418e-06 }, { "score": -2.140737771987915, "text": "(iii) the fees and expenses of qualifying the Remarketing Securities under the securities laws of the several jurisdictions as provided in Section 5(b) and of preparing and distributing a Blue Sky Memorandum (including related fees and expenses of counsel to the Remarketing Agent); and\n\n(iv) all other costs and expenses incident to the performance of the obligations of the Issuers hereunder.\n\nThe Trust shall not be liable for any fees and expenses in this Section.\n\nSection 5. Further Agreements of the Company. The Company agrees to use its reasonable best efforts:", "probability": 8.487659144230736e-07 }, { "score": -2.2621188163757324, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 7.5174891963491e-07 }, { "score": -2.488593101501465, "text": "The Company agrees to use its reasonable best efforts:", "probability": 5.993993674689995e-07 }, { "score": -2.751028060913086, "text": "The Remarketing Agent agrees to:", "probability": 4.610438418938469e-07 }, { "score": -3.0754055976867676, "text": "In the event of a Remarketing:", "probability": 3.3332420449469517e-07 }, { "score": -3.14836049079895, "text": "(a) The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 3.0987243423185097e-07 }, { "score": -3.3082950115203857, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 2.64073160956481e-07 }, { "score": -3.418724536895752, "text": "The Remarketing Agent agrees to:", "probability": 2.3646416262625518e-07 }, { "score": -3.540834903717041, "text": "(f) [Reserved.]", "probability": 2.0928276860938135e-07 }, { "score": -3.600323438644409, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.\n\n\n\n\n\n\n\nand The Bank of New York (Delaware), as Delaware trustee (in such capacity, the \"Delaware Trustee\"), and a certificate of trust dated as of February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware.", "probability": 1.971959220047184e-07 }, { "score": -3.675253391265869, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.", "probability": 1.8296004759329367e-07 }, { "score": -3.687948226928711, "text": "(b) The Remarketing Agent agrees to:", "probability": 1.806520804835124e-07 }, { "score": -3.708442211151123, "text": "The Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the \"Original Trust Agreement\") executed by the Company, as depositor,\n\n\n\n1 \"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 1.769874790000186e-07 }, { "score": -3.947312593460083, "text": "(i) Each of the Company and each of Reinsurance Company of Missouri, Incorporated, RGA Reinsurance Company, RGA Reinsurance Company (Barbados) Ltd., RGA Life Reinsurance Company of Canada, RGA Americas Reinsurance Company, Ltd. and RGA Atlantic Reinsurance Company Ltd.", "probability": 1.3938063998416987e-07 }, { "score": -4.028229713439941, "text": "[Reserved.]", "probability": 1.2854660040625698e-07 }, { "score": -4.096268653869629, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 1.2009133127319708e-07 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.08469009399414, "probability": 0.9998963504199175 }, { "score": 2.3172974586486816, "text": "may be entitled to exercise or take pursuant to the Trust Agreement or the Indenture with like effect as if it did not act in any capacity hereunder.", "probability": 5.72835941471784e-05 }, { "score": 0.834134578704834, "text": "(f) [Reserved.]", "probability": 1.2998726455783087e-05 }, { "score": 0.007530033588409424, "text": "[Reserved.]", "probability": 5.687363833378512e-06 }, { "score": -0.05791163444519043, "text": "In the event of a Remarketing:", "probability": 5.327090275505608e-06 }, { "score": -0.1616138219833374, "text": "In the event of a Failed Remarketing:", "probability": 4.8023385012398615e-06 }, { "score": -0.5086967945098877, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 3.3940368172803896e-06 }, { "score": -0.7170038819313049, "text": "This Agreement shall terminate", "probability": 2.7558141800304357e-06 }, { "score": -1.1837069988250732, "text": "The Remarketing Agent agrees to:", "probability": 1.7280780033541391e-06 }, { "score": -1.2096703052520752, "text": "(a) The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 1.6837888193433913e-06 }, { "score": -1.3049263954162598, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 1.5307999066707888e-06 }, { "score": -1.4087278842926025, "text": "may be entitled to exercise or take pursuant to the Trust Agreement or the Indenture with like effect as if it did not act in any capacity hereunder. The Remarketing Agent, in its individual capacity, either as principal or agent, may, to the extent permitted by law, also engage in or have an interest in any financial or other transaction with the Issuers as freely as if it did not act in any capacity hereunder.", "probability": 1.379869493439148e-06 }, { "score": -1.7550759315490723, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 9.759351665105886e-07 }, { "score": -1.7691981792449951, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 9.622496310650958e-07 }, { "score": -1.9488376379013062, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of\n\n3\n\n\n\n\n\n\n\nthe end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93 days following the Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date;", "probability": 8.040282859571811e-07 }, { "score": -2.427765130996704, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 4.980532290739738e-07 }, { "score": -2.47061824798584, "text": "to have a Material Adverse Effect.", "probability": 4.771609426785202e-07 }, { "score": -2.493363857269287, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 4.664301284050473e-07 }, { "score": -2.499180793762207, "text": "(b) The Remarketing Agent agrees to:", "probability": 4.637248099308705e-07 }, { "score": -2.573530673980713, "text": "may", "probability": 4.30497455817825e-07 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.14628791809082, "probability": 0.9997788344217994 }, { "score": 3.1675844192504883, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 0.0001260383050501748 }, { "score": 1.7860441207885742, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 3.165973140308942e-05 }, { "score": 1.0936514139175415, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.\n\n\n\n\n\n\n\nand The Bank of New York (Delaware), as Delaware trustee (in such capacity, the \"Delaware Trustee\"), and a certificate of trust dated as of February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware.", "probability": 1.584181342527039e-05 }, { "score": 0.49718183279037476, "text": "(f) [Reserved.]", "probability": 8.724919857198375e-06 }, { "score": 0.4456658363342285, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 8.286828165051105e-06 }, { "score": 0.020636320114135742, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.\n\n\n\n\n\n\n\nand The Bank of New York (Delaware), as Delaware trustee (in such capacity, the \"Delaware Trustee\"), and a certificate of trust dated as of February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware.", "probability": 5.417517961860995e-06 }, { "score": -0.29979950189590454, "text": "[Reserved.]", "probability": 3.93221133358949e-06 }, { "score": -0.36298227310180664, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 3.691449416518141e-06 }, { "score": -0.48191142082214355, "text": "This Agreement shall terminate", "probability": 3.2775298003344917e-06 }, { "score": -0.5679649114608765, "text": "and The Bank of New York (Delaware), as Delaware trustee (in such capacity, the \"Delaware Trustee\"), and a certificate of trust dated as of February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware.", "probability": 3.007281571724575e-06 }, { "score": -1.0348058938980103, "text": "The Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the \"Original Trust Agreement\") executed by the Company, as depositor,\n\n\n\n1 \"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 1.8855047481102694e-06 }, { "score": -1.063066005706787, "text": "The Remarketing Agent agrees to:", "probability": 1.8329660444847584e-06 }, { "score": -1.3512638807296753, "text": "Lehman Brothers Inc.", "probability": 1.3740156297575642e-06 }, { "score": -1.5167512893676758, "text": "Neither the Company, nor to its knowledge, any of its Affiliates (as defined in Regulation C of the Securities Act, an \"Affiliate\"), has taken or will take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Securities to facilitate the sale or resale of such securities.", "probability": 1.1644514997301254e-06 }, { "score": -1.563987135887146, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 1.1107265091227386e-06 }, { "score": -1.641028642654419, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 1.0283677198230343e-06 }, { "score": -1.6515311002731323, "text": "Certain payments on the Preferred Securities and Common Securities (the \"Trust Securities\") are guaranteed (the \"Guarantee\") by the Company pursuant to the Guarantee Agreement (the \"Guarantee Agreement\") dated as of December 18, 2001, between the Company and The Bank of New York Mellon Trust Company, as successor guarantee trustee (in such capacity, the \"Guarantee Trustee\").\n\nThe Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the \"Original Trust Agreement\") executed by the Company, as depositor,\n\n\n\n1 \"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 1.0176238487099999e-06 }, { "score": -1.6933982372283936, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.\n\n\n\n\n\n\n\nand The Bank of New York (Delaware), as Delaware trustee (in such capacity, the \"Delaware Trustee\"),", "probability": 9.758984087386405e-07 }, { "score": -1.7761014699935913, "text": "service marks owned by Lehman Brothers Inc.", "probability": 8.984358068038715e-07 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.22543716430664, "probability": 0.9999673082769176 }, { "score": 0.5768014192581177, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 8.730670060256623e-06 }, { "score": 0.33200860023498535, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 6.834951003199507e-06 }, { "score": -0.6418954730033875, "text": "The Remarketing Agent agrees to:", "probability": 2.5809182033674067e-06 }, { "score": -0.8485476970672607, "text": "This Agreement shall terminate", "probability": 2.099067092447012e-06 }, { "score": -1.0235968828201294, "text": "In the event of a Remarketing:", "probability": 1.7619899408870897e-06 }, { "score": -1.048721432685852, "text": "Neither the Company, nor to its knowledge, any of its Affiliates (as defined in Regulation C of the Securities Act, an \"Affiliate\"), has taken or will take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Securities to facilitate the sale or resale of such securities.", "probability": 1.7182722303377834e-06 }, { "score": -1.2347599267959595, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.\n\n\n\n\n\n\n\nand The Bank of New York (Delaware), as Delaware trustee (in such capacity, the \"Delaware Trustee\"), and a certificate of trust dated as of February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware.", "probability": 1.426581145811506e-06 }, { "score": -1.4818246364593506, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 1.1142884780526471e-06 }, { "score": -1.7824492454528809, "text": "The Remarketing Agent agrees to:", "probability": 8.249697631447758e-07 }, { "score": -1.828635334968567, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 7.877341386372572e-07 }, { "score": -1.8548904657363892, "text": "(b) The Remarketing Agent agrees to:", "probability": 7.673212203296454e-07 }, { "score": -2.046842336654663, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 6.333059531779681e-07 }, { "score": -2.0710442066192627, "text": "(c) Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit\n\n17\n\n\n\n\n\n\n\nthe continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 6.181627509032483e-07 }, { "score": -2.124321460723877, "text": "(i) Each of the Company and each of Reinsurance Company of Missouri, Incorporated, RGA Reinsurance Company, RGA Reinsurance Company (Barbados) Ltd., RGA Life Reinsurance Company of Canada, RGA Americas Reinsurance Company, Ltd. and RGA Atlantic Reinsurance Company Ltd.", "probability": 5.860906788428993e-07 }, { "score": -2.3440558910369873, "text": "(a) The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 4.704737140498044e-07 }, { "score": -2.370284080505371, "text": "Reinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001, as supplemented September 12, 2008, among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the \"Unit Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in such capacity, the \"Property Trustee", "probability": 4.582944584357404e-07 }, { "score": -2.3785977363586426, "text": "information specified in Section 2(c)).", "probability": 4.5450015016960905e-07 }, { "score": -2.4381496906280518, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 4.2822394287230943e-07 }, { "score": -2.516613721847534, "text": "Reinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001, as supplemented September 12, 2008, among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the \"Unit Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in such capacity, the \"Property Trustee\").", "probability": 3.9590815737497893e-07 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.766571044921875, "probability": 0.9197943872708343 }, { "score": 9.31456470489502, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 0.07921326822964826 }, { "score": 4.21928596496582, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units", "probability": 0.0004852287125227799 }, { "score": 2.920060396194458, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.00013234270170088812 }, { "score": 2.8148319721221924, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units", "probability": 0.00011912416579153272 }, { "score": 2.559981107711792, "text": "In", "probability": 9.23250493017029e-05 }, { "score": 1.3071424961090088, "text": "The Remarketing Agent agrees to:", "probability": 2.6376590232060346e-05 }, { "score": 1.0640735626220703, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase", "probability": 2.068498241231823e-05 }, { "score": 1.0073635578155518, "text": "addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 1.95445787237723e-05 }, { "score": 0.9494180679321289, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units", "probability": 1.8444246055963106e-05 }, { "score": 0.4722766876220703, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (", "probability": 1.144566521699063e-05 }, { "score": 0.28041577339172363, "text": "675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 9.447500039476994e-06 }, { "score": 0.1905827522277832, "text": "the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 8.635806785509877e-06 }, { "score": 0.13660931587219238, "text": "\").", "probability": 8.182057956529523e-06 }, { "score": 0.11434459686279297, "text": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional", "probability": 8.001899763223509e-06 }, { "score": 0.06070065498352051, "text": "Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 7.583956597340776e-06 }, { "score": -0.09681129455566406, "text": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 6.478720858329966e-06 }, { "score": -0.10921955108642578, "text": "In addition,", "probability": 6.398827919027482e-06 }, { "score": -0.12580597400665283, "text": "In the event of a Remarketing:", "probability": 6.293569595621353e-06 }, { "score": -0.20653414726257324, "text": "up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "probability": 5.805468044763129e-06 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.095832824707031, "probability": 0.9999650704239734 }, { "score": 0.17309559881687164, "text": "(f) [Reserved.]", "probability": 6.637520014216535e-06 }, { "score": 0.11320798099040985, "text": "[Reserved.]", "probability": 6.251683478645223e-06 }, { "score": -0.0777440071105957, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 5.164967426456728e-06 }, { "score": -0.21615290641784668, "text": "may be entitled to exercise or take pursuant to the Trust Agreement or the Indenture with like effect as if it did not act in any capacity hereunder.", "probability": 4.497357025896522e-06 }, { "score": -0.5892440676689148, "text": "This Agreement shall terminate", "probability": 3.096891094086318e-06 }, { "score": -1.0896904468536377, "text": "In the event of a Remarketing:", "probability": 1.8775211249253236e-06 }, { "score": -1.1578710079193115, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 1.7537770828746146e-06 }, { "score": -1.676082968711853, "text": "(a) The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 1.0445224907763116e-06 }, { "score": -1.6863995790481567, "text": "The Remarketing Agent agrees to:", "probability": 1.033801954135273e-06 }, { "score": -2.3013975620269775, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 5.589167414019829e-07 }, { "score": -2.433964729309082, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 4.895239326187412e-07 }, { "score": -2.5469937324523926, "text": "Reserved.]", "probability": 4.372059430305079e-07 }, { "score": -2.568300247192383, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 4.2798914574910056e-07 }, { "score": -2.816363573074341, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 3.339644362382743e-07 }, { "score": -2.8904051780700684, "text": "In the event of a Failed Remarketing:", "probability": 3.1013041544112153e-07 }, { "score": -2.9506990909576416, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 2.91983995576209e-07 }, { "score": -3.066978931427002, "text": "(b) The Remarketing Agent agrees to:", "probability": 2.599317640544912e-07 }, { "score": -3.177077054977417, "text": "In the event of a Failed Remarketing:", "probability": 2.3283289957617535e-07 }, { "score": -3.1934356689453125, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of\n\n3\n\n\n\n\n\n\n\nthe end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93 days following the Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date;", "probability": 2.290550604060672e-07 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.237495422363281, "probability": 0.9999731019270904 }, { "score": 0.26331019401550293, "text": "This Agreement shall terminate", "probability": 6.3047191926813475e-06 }, { "score": -0.00975295901298523, "text": "In the event of a Remarketing:", "probability": 4.798173276833358e-06 }, { "score": -0.7444067001342773, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):", "probability": 2.301547072501356e-06 }, { "score": -0.9643198847770691, "text": "The Company agrees to use its reasonable best efforts:", "probability": 1.8471951480235912e-06 }, { "score": -1.1050708293914795, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 1.6046688443325116e-06 }, { "score": -1.1053060293197632, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 1.604291470716269e-06 }, { "score": -1.158869743347168, "text": "The Remarketing Agent agrees to:", "probability": 1.5206205282491433e-06 }, { "score": -1.5791202783584595, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 9.988685993247747e-07 }, { "score": -1.6000361442565918, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 9.78193371530522e-07 }, { "score": -1.7167856693267822, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 8.704043265254412e-07 }, { "score": -1.9203013181686401, "text": "(d) If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing. In the event of a Remarketing:", "probability": 7.101258429916842e-07 }, { "score": -2.0293703079223633, "text": "(a) The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.\n\n(b) The Remarketing Agent agrees to:", "probability": 6.367475130927451e-07 }, { "score": -2.205265760421753, "text": "In the event of a Failed Remarketing:", "probability": 5.340437453450321e-07 }, { "score": -2.4271340370178223, "text": "The Company agrees to use its reasonable best efforts:", "probability": 4.2778018582481736e-07 }, { "score": -2.4720449447631836, "text": "(g) By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):", "probability": 4.0899321693131996e-07 }, { "score": -2.5448665618896484, "text": "\"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 3.8026826122963274e-07 }, { "score": -2.621852159500122, "text": "The Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the \"Original Trust Agreement\") executed by the Company, as depositor,\n\n\n\n1 \"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 3.5209159564489387e-07 }, { "score": -2.7376065254211426, "text": "The Company agrees to pay:\n\n(i) the costs incident to the preparation and printing of the Prospectus and any amendments or supplements thereto;\n\n(ii) the costs of distributing the Prospectus and any amendments or supplements thereto;\n\n16\n\n\n\n\n\n\n\n(iii) the fees and expenses of qualifying the Remarketing Securities under the securities laws of the several jurisdictions as provided in Section 5(b) and of preparing and distributing a Blue Sky Memorandum (including related fees and expenses of counsel to the Remarketing Agent); and\n\n(iv) all other costs and expenses incident to the performance of the obligations of the Issuers hereunder.\n\nThe Trust shall not be liable for any fees and expenses in this Section.\n\nSection 5. Further Agreements of the Company. The Company agrees to use its reasonable best efforts:", "probability": 3.1360586508077904e-07 }, { "score": -2.7630252838134766, "text": "to have a Material Adverse Effect.", "probability": 3.057348528376902e-07 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.383464813232422, "probability": 0.9533830825201288 }, { "score": 8.585140228271484, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.021363678491469355 }, { "score": 7.684197425842285, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.008677638338692456 }, { "score": 7.114595413208008, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 0.004909378710308872 }, { "score": 6.708230018615723, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.003269973901318679 }, { "score": 6.180089473724365, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.001928305154342032 }, { "score": 6.0870466232299805, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction", "probability": 0.0017569838339850142 }, { "score": 5.891827583312988, "text": "If this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 0.001445390559342515 }, { "score": 5.211118221282959, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "probability": 0.0007317401651313814 }, { "score": 5.199313163757324, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "probability": 0.0007231527177714448 }, { "score": 4.361425399780273, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities;", "probability": 0.0003128527597657374 }, { "score": 4.103119850158691, "text": "Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit\n\n17\n\n\n\n\n\n\n\nthe continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.00024163470787222534 }, { "score": 3.806142807006836, "text": "In addition, the obligations of the Remarketing Agent", "probability": 0.0001795493447030119 }, { "score": 3.7857916355133057, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities;", "probability": 0.00017593223623545425 }, { "score": 3.7833328247070312, "text": "The Trust used the proceeds from the sale of the Trust Securities to purchase the Debentures that were issued pursuant to the Indenture (the \"Original Indenture\"), as supplemented by a Supplemental Indenture (the \"Supplemental Indenture\" and, together with the Original Indenture, as so supplemented, the \"Indenture\"), in each case, dated as of December 18, 2001 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor indenture trustee (in such capacity, the \"Indenture Trustee\").", "probability": 0.00017550018353742146 }, { "score": 3.744689464569092, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 0.00016884763303222957 }, { "score": 3.6245875358581543, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent\n\n26\n\n\n\n\n\n\n\nfor all of its out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by it;", "probability": 0.00014973915293088722 }, { "score": 3.621290445327759, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction", "probability": 0.00014924626238661207 }, { "score": 3.4765474796295166, "text": "(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 0.00012913453186672938 }, { "score": 3.4695868492126465, "text": "Reinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001, as supplemented September 12, 2008, among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the \"Unit Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in such capacity, the \"Property Trustee\").", "probability": 0.00012823879517892886 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Audit Rights": [ { "text": "", "score": 12.282450675964355, "probability": 0.9466023081948394 }, { "score": 9.002469062805176, "text": "They have compared the Company's quarterly and annual data for the period ended December 31, 2010 (the \"Earnings Statement\") as set forth in the Company's current report on Form 8-K filed on February 15, 2011 and incorporated by reference in the Prospectus, and find the Earnings Statement to be in agreement with the Company's audited financials contained in the Company's annual report on Form 10-K for the year ended December 31, 2010.", "probability": 0.03561964967382877 }, { "score": 6.696019649505615, "text": "Deloitte & Touche LLP (\"Deloitte & Touche\"), who has issued an unqualified opinion on the financial statements and supporting schedules included or incorporated by reference in each of the Time of Sale Prospectus and the Prospectus (other than the financial information for the quarterly periods or the year ended and as of December 31, 2010) and has audited the Company's internal control over financial reporting and management's assessment thereof, is an independent registered public accounting firm as required by the Securities Act.", "probability": 0.0035482269549678277 }, { "score": 6.500944137573242, "text": "Any review by the Remarketing Agent of the Company, the transactions\n\n28\n\n\n\n\n\n\n\ncontemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Remarketing Agent and shall not be on behalf of the Company.", "probability": 0.002919383656571406 }, { "score": 6.303877830505371, "text": "Any review by the Remarketing Agent of the Company, the transactions", "probability": 0.002397211556483179 }, { "score": 5.789134502410889, "text": "Deloitte & Touche LLP (\"Deloitte & Touche\"), who has issued an unqualified opinion on the financial statements and supporting schedules included or incorporated by reference in each of the Time of Sale Prospectus and the Prospectus (other than the financial information for the quarterly periods or the year ended and as of December 31, 2010) and has audited the Company's internal control over financial reporting and management's assessment thereof, is an independent registered public accounting firm as required by the Securities Act. The consolidated historical statements together with the related schedules and notes fairly present, in all material respects, the consolidated financial condition and results of", "probability": 0.0014327030178485078 }, { "score": 5.733903884887695, "text": "operations of the Company and its subsidiaries at the respective dates and for the respective periods indicated, in accordance with United States generally accepted accounting principles consistently applied throughout such periods, except as stated therein.", "probability": 0.001355719439108193 }, { "score": 5.517984390258789, "text": "Deloitte & Touche LLP (\"Deloitte & Touche\"), who has issued an unqualified opinion on the financial statements and supporting schedules included or incorporated by reference in each of the Time of Sale Prospectus and the Prospectus (other than the financial information for the quarterly periods or the year ended and as of December 31, 2010) and has audited the Company's internal control over financial reporting and management's assessment thereof, is an independent registered public accounting firm as required by the Securities Act. The consolidated historical statements together with the related schedules and notes fairly present, in all material respects, the consolidated financial condition and results of\n\n13\n\n\n\n\n\n\n\noperations of the Company and its subsidiaries at the respective dates and for the respective periods indicated, in accordance with United States generally accepted accounting principles consistently applied throughout such periods, except as stated therein.", "probability": 0.0010924389551890531 }, { "score": 5.48940896987915, "text": "The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Remarketing Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Remarketing Agent of the Company, the transactions\n\n28\n\n\n\n\n\n\n\ncontemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Remarketing Agent and shall not be on behalf of the Company.", "probability": 0.0010616638526524615 }, { "score": 5.292342662811279, "text": "The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Remarketing Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Remarketing Agent of the Company, the transactions", "probability": 0.0008717706050556862 }, { "score": 5.074702262878418, "text": "They have compared the Company's quarterly and annual data for the period ended December 31, 2010 (the \"Earnings Statement\") as set forth in the Company's current report on Form 8-K filed on February 15, 2011 and incorporated by reference in the Prospectus, and find the Earnings Statement to be in agreement with the Company's audited financials contained in the Company's annual report on Form 10-K for the year ended December 31, 2010", "probability": 0.0007012650524466375 }, { "score": 4.622978210449219, "text": "They have compared the Company's quarterly and annual data for the period ended December 31, 2010 (the \"Earnings Statement\") as set forth in the Company's current report on Form 8-K filed on February 15, 2011 and incorporated by reference in the Prospectus, and find the Earnings Statement to be in agreement with the Company's audited financials contained in the Company's annual report on Form 10-K for the year ended December 31, 2010.\n\n(j) From the Commencement Date until the Remarketing Settlement Date, neither the Company nor any of its subsidiaries", "probability": 0.0004463760996137005 }, { "score": 4.591710567474365, "text": "contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Remarketing Agent and shall not be on behalf of the Company.", "probability": 0.0004326349177872119 }, { "score": 4.475776195526123, "text": "The consolidated historical statements together with the related schedules and notes fairly present, in all material respects, the consolidated financial condition and results of", "probability": 0.0003852759591037548 }, { "score": 4.204625606536865, "text": "The consolidated historical statements together with the related schedules and notes fairly present, in all material respects, the consolidated financial condition and results of\n\n13\n\n\n\n\n\n\n\noperations of the Company and its subsidiaries at the respective dates and for the respective periods indicated, in accordance with United States generally accepted accounting principles consistently applied throughout such periods, except as stated therein.", "probability": 0.0002937735596862578 }, { "score": 4.002942085266113, "text": "operations of the Company and its subsidiaries at the respective dates and for the respective periods indicated, in accordance with United States generally accepted accounting principles consistently applied throughout such periods, except as stated therein. Other financial and statistical information and data included or incorporated by reference in each of the Time of Sale Prospectus and the Prospectus, historical and pro forma, are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements, except as may otherwise be indicated therein, and the books and records of the Company and its subsidiaries.", "probability": 0.00024011686543998418 }, { "score": 3.787022113800049, "text": "Deloitte & Touche LLP (\"Deloitte & Touche\"), who has issued an unqualified opinion on the financial statements and supporting schedules included or incorporated by reference in each of the Time of Sale Prospectus and the Prospectus (other than the financial information for the quarterly periods or the year ended and as of December 31, 2010) and has audited the Company's internal control over financial reporting and management's assessment thereof, is an independent registered public accounting firm as required by the Securities Act. The consolidated historical statements together with the related schedules and notes fairly present, in all material respects, the consolidated financial condition and results of\n\n13\n\n\n\n\n\n\n\noperations of the Company and its subsidiaries at the respective dates and for the respective periods indicated, in accordance with United States generally accepted accounting principles consistently applied throughout such periods, except as stated therein. Other financial and statistical information and data included or incorporated by reference in each of the Time of Sale Prospectus and the Prospectus, historical and pro forma, are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements, except as may otherwise be indicated therein, and the books and records of the Company and its subsidiaries.", "probability": 0.00019348611885104707 }, { "score": 3.541626214981079, "text": "They have compared the Company's quarterly and annual data for the period ended December 31, 2010 (the \"Earnings Statement\") as set forth in the Company's current report on Form 8-K filed on February 15, 2011 and incorporated by reference in the Prospectus, and find the Earnings Statement to be in agreement with the Company's audited financials contained in the Company's annual report on Form 10-K for the year ended December 31, 2010.\n\n(j) From the Commencement Date until the Remarketing Settlement Date, neither the Company nor any of its subsidiaries (i) shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in each of the Time of Sale Prospectus and the Prospectus or", "probability": 0.00015138251928582057 }, { "score": 3.389894485473633, "text": "The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Remarketing Agent shall have no responsibility or liability to the Company with respect thereto.", "probability": 0.00013007069942607455 }, { "score": 3.346461772918701, "text": "who has issued an unqualified opinion on the financial statements and supporting schedules included or incorporated by reference in each of the Time of Sale Prospectus and the Prospectus (other than the financial information for the quarterly periods or the year ended and as of December 31, 2010) and has audited the Company's internal control over financial reporting and management's assessment thereof, is an independent registered public accounting firm as required by the Securities Act.", "probability": 0.00012454230181526451 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Uncapped Liability": [ { "score": 12.69271183013916, "text": "The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketing Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part.", "probability": 0.44992512098940834 }, { "text": "", "score": 12.363126754760742, "probability": 0.3235960878791312 }, { "score": 10.644917488098145, "text": "The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketing Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part.", "probability": 0.058048962129408826 }, { "score": 10.559232711791992, "text": "If this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 0.05328218593879036 }, { "score": 9.962469100952148, "text": "If this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 0.029336675063196736 }, { "score": 9.935548782348633, "text": "The foregoing indemnity agreement is in addition to any liability which the Remarketing Agent may otherwise have to the Company or any such director, officer or employee, the Trust or any such Trustee or any such controlling person.", "probability": 0.028557457869177266 }, { "score": 9.669008255004883, "text": "The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Remarketing Agent or to any officer, employee or controlling person of the Remarketing Agent.", "probability": 0.021875725468829925 }, { "score": 8.529621124267578, "text": "information specified in Section 2(c)). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Remarketing Agent or to any officer, employee or controlling person of the Remarketing Agent.", "probability": 0.007000562235911558 }, { "score": 8.054669380187988, "text": "The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketing Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part", "probability": 0.004353755130758752 }, { "score": 8.014178276062012, "text": "If this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent\n\n26\n\n\n\n\n\n\n\nfor all of its out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by it; and\n\n(y) if the Remarketing Agent failed or refused to perform its obligations hereunder, without some reason sufficient hereunder to justify the cancellation or termination of its obligations hereunder, the Remarketing Agent shall not be relieved of liability to the Company for damages occasioned by its default and shall not be entitled to be reimbursed for any expense.", "probability": 0.004180988145484617 }, { "score": 7.947426795959473, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "probability": 0.003911011894011804 }, { "score": 7.910030841827393, "text": "information specified in Section 2(c)).", "probability": 0.003767456791871994 }, { "score": 7.747364044189453, "text": "The foregoing indemnity agreement is in addition to any liability which the Remarketing Agent may otherwise have to the Company or any such director, officer or employee, the Trust or any such Trustee or any such controlling person.", "probability": 0.003201864784294392 }, { "score": 7.58646297454834, "text": "The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Remarketing Agent or to any officer, employee or controlling person of the Remarketing Agent.", "probability": 0.0027259917736320175 }, { "score": 7.343692779541016, "text": "The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketing Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part. The Remarketing Agent will be entitled to rely conclusively on any determination by the Calculation Agent under the Calculation Agency Agreement, dated as of December 18, 2001 between the Company and Reinsel & Company LLP, as Calculation Agent, of the Accreted Value or Discount relating to the Preferred Securities and Debentures, as applicable, and will incur no liability to the Company or any holder of Remarketing Securities relating to inaccuracies in calculating such Accreted Value or Discount.", "probability": 0.002138409055451794 }, { "score": 7.100249767303467, "text": "but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Issuers by or on behalf of the Remarketing Agent specifically for inclusion therein (which consists of the information specified in Section 2(c)), and shall reimburse the Company and any such director, officer or employee, the Trust or any such Trustee or such controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Company or any such director, officer or employee, the Trust or any Trustee or any such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which the Remarketing Agent may otherwise have to the Company or any such director, officer or employee, the Trust or any such Trustee or any such controlling person.", "probability": 0.001676350498672213 }, { "score": 6.6421003341674805, "text": "information specified in Section 2(c)). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Remarketing Agent or to any officer, employee or controlling person of the Remarketing Agent.", "probability": 0.0010602128344074 }, { "score": 6.200260162353516, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.", "probability": 0.0006815603366681326 }, { "score": 5.64228630065918, "text": "If this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that", "probability": 0.00039010304439399915 }, { "score": 5.344093322753906, "text": "The Trust shall not be liable for any fees and expenses in this Section.", "probability": 0.0002895181364985881 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Cap On Liability": [ { "score": 12.704183578491211, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "probability": 0.3724113116042987 }, { "score": 12.538480758666992, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "probability": 0.3155433583622686 }, { "text": "", "score": 12.208463668823242, "probability": 0.226847732428021 }, { "score": 10.677242279052734, "text": "The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketing Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part.", "probability": 0.04906066631537092 }, { "score": 8.819863319396973, "text": "The foregoing indemnity agreement is in addition to any liability which the Remarketing Agent may otherwise have to the Company or any such director, officer or employee, the Trust or any such Trustee or any such controlling person.", "probability": 0.007657447171088603 }, { "score": 8.635336875915527, "text": "If this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 0.006367151639604054 }, { "score": 8.218729972839355, "text": "and shall reimburse the Remarketing Agent and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Remarketing Agent or that officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Time of Sale Prospectus, any free writing prospectus that the Company has filed or is required to file with the Commission pursuant to Rule 433 (d) of the Securities Act, or the Prospectus or in any such amendment or supplement, in reliance upon and in conformity with the written information concerning the Remarketing Agent furnished to the Issuers through the Representatives by or on behalf of the Remarketing Agent expressly for inclusion therein (which consists of the\n\n22\n\n\n\n\n\n\n\ninformation specified in Section 2(c)).", "probability": 0.004197735923748769 }, { "score": 7.823795318603516, "text": "and shall reimburse the Remarketing Agent and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Remarketing Agent or that officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Time of Sale Prospectus, any free writing prospectus that the Company has filed or is required to file with the Commission pursuant to Rule 433 (d) of the Securities Act, or the Prospectus or in any such amendment or supplement, in reliance upon and in conformity with the written information concerning the Remarketing Agent furnished to the Issuers through the Representatives by or on behalf of the Remarketing Agent expressly for inclusion therein (which consists of the", "probability": 0.002828115701211088 }, { "score": 7.689722061157227, "text": "the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon:", "probability": 0.002473260702428113 }, { "score": 7.572021484375, "text": "and shall reimburse the Remarketing Agent and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Remarketing Agent or that officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Time of Sale Prospectus, any free writing prospectus that the Company has filed or is required to file with the Commission pursuant to Rule 433 (d) of the Securities Act, or the Prospectus or in any such amendment or supplement, in reliance upon and in conformity with the written information concerning the Remarketing Agent furnished to the Issuers through the Representatives by or on behalf of the Remarketing Agent expressly for inclusion therein (which consists of the\n\n22\n\n\n\n\n\n\n\ninformation specified in Section 2(c)). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Remarketing Agent or to any officer, employee or controlling person of the Remarketing Agent.", "probability": 0.0021986352472264793 }, { "score": 7.3719482421875, "text": "The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Remarketing Agent or to any officer, employee or controlling person of the Remarketing Agent.", "probability": 0.0017999584539829686 }, { "score": 7.234199523925781, "text": "The Trust shall not be liable for any fees and expenses in this Section.", "probability": 0.0015683354990215816 }, { "score": 7.227890491485596, "text": "The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7(d) shall be deemed to include, for purposes of this Section 7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "probability": 0.001558471966870542 }, { "score": 7.089162826538086, "text": "If this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 0.0013565953853103534 }, { "score": 6.931543350219727, "text": "information specified in Section 2(c)).", "probability": 0.001158769529330895 }, { "score": 6.433106422424316, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.", "probability": 0.0007039286789625133 }, { "score": 6.311863422393799, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:", "probability": 0.0006235531728405166 }, { "score": 6.284834861755371, "text": "information specified in Section 2(c)). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Remarketing Agent or to any officer, employee or controlling person of the Remarketing Agent.", "probability": 0.00060692515605501 }, { "score": 6.162952423095703, "text": "(iii) any act or failure to act or any alleged act or failure to act by the Remarketing Agent in connection with, or relating in any manner to, the Remarketing, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failure to act undertaken or omitted to be taken by the Remarketing Agent through its gross negligence or willful misconduct;", "probability": 0.0005372819715613548 }, { "score": 6.09256649017334, "text": "The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketing Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part", "probability": 0.0005007650907979505 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.14637565612793, "probability": 0.9266371672920425 }, { "score": 9.024028778076172, "text": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.", "probability": 0.040821757266118835 }, { "score": 8.121220588684082, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "probability": 0.016550346136698594 }, { "score": 7.356085777282715, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "probability": 0.007700399455156748 }, { "score": 6.187284469604492, "text": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities", "probability": 0.0023928159571466453 }, { "score": 5.824755668640137, "text": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.\n\n(b) The Company agrees to pay:", "probability": 0.0016651947709902665 }, { "score": 5.818255424499512, "text": "if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 0.0016544057022170155 }, { "score": 4.8963541984558105, "text": "Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments.", "probability": 0.0006580598633761372 }, { "score": 4.599820137023926, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:", "probability": 0.0004891953231321439 }, { "score": 4.191290855407715, "text": "If this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 0.00032513242533683395 }, { "score": 3.665677547454834, "text": "In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 0.00019221590663531164 }, { "score": 3.4604735374450684, "text": "(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 0.00015655623021582516 }, { "score": 3.455359697341919, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or\n\n(ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be", "probability": 0.0001557576702815429 }, { "score": 3.1898107528686523, "text": "The Company agrees to pay:", "probability": 0.00011943263151317054 }, { "score": 3.1217916011810303, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or", "probability": 0.00011157904993049509 }, { "score": 2.946430206298828, "text": "(a) If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.", "probability": 9.363197260400489e-05 }, { "score": 2.8020541667938232, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent", "probability": 8.104429631657122e-05 }, { "score": 2.7113685607910156, "text": "If", "probability": 7.401814510717657e-05 }, { "score": 2.637110948562622, "text": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.", "probability": 6.872085057972374e-05 }, { "score": 2.3691859245300293, "text": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to:\n\n(i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date;", "probability": 5.256905460041027e-05 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.922090530395508, "probability": 0.9936648217111466 }, { "score": 5.25501012802124, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):", "probability": 0.0012640483491706406 }, { "score": 5.237628936767578, "text": "the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 0.0012422675197806387 }, { "score": 5.227329254150391, "text": "If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketing Securities deemed tendered for purchase, a failed Remarketing (a \"Failed Remarketing\") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone (promptly confirmed in writing) The Depository Trust Company (\"DTC\"), the Property Trustee, the Debenture Trustee, the Administrative Trustees and the Company.", "probability": 0.001229538224979891 }, { "score": 4.647905349731445, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):", "probability": 0.0006888131517270322 }, { "score": 4.417730808258057, "text": "If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketing Securities deemed tendered for purchase, a failed Remarketing (a \"Failed Remarketing\") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone (promptly confirmed in writing) The Depository Trust Company (\"DTC\"), the Property Trustee, the Debenture Trustee, the Administrative Trustees and the Company. In the event of a Failed Remarketing:", "probability": 0.0005471896792650357 }, { "score": 4.400229454040527, "text": "In the event of a Failed Remarketing:", "probability": 0.0005376964335042129 }, { "score": 3.3810837268829346, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):\n\n(i) DTC, the Property Trustee, the Debenture Trustee and the Issuers of the Reset Rate determined in the Remarketing and the number of Remarketing Securities (or, if applicable, aggregate principal amount of Remarketing Securities) sold in the Remarketing,\n\n(ii) each purchaser (or their DTC participant) of the Reset Rate and the number of Remarketing Securities (or, if applicable, aggregate principal amount of Remarketing Securities) such purchaser is to purchase; and\n\n(iii) each purchaser to give instructions to its DTC participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Remarketing Securities purchased through the facilities of DTC.", "probability": 0.00019405631952514315 }, { "score": 3.234160900115967, "text": "In the event of a Failed Remarketing:", "probability": 0.0001675405810750401 }, { "score": 2.556384325027466, "text": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date,", "probability": 8.506783711592555e-05 }, { "score": 2.2755048274993896, "text": "In the event of a Failed Remarketing:\n\n4\n\n\n\n\n\n\n\n(i) beginning on the third Business Day after the Failed Remarketing Date, interest will accrue on the Accreted Value of the Debentures (which in connection with the expiration of the Warrants is $50), and Distributions will accumulate on the Accreted Value of the Preferred Securities at the rate described in clause (iii) below;", "probability": 6.423636763526172e-05 }, { "score": 2.1295368671417236, "text": "(g) By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):", "probability": 5.55121304769254e-05 }, { "score": 1.989133358001709, "text": "to have a Material Adverse Effect.", "probability": 4.824045840098986e-05 }, { "score": 1.890207052230835, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):\n\n(i) DTC, the Property Trustee, the Debenture Trustee and the Issuers of the Reset Rate determined in the Remarketing and the number of Remarketing Securities (or, if applicable, aggregate principal amount of Remarketing Securities) sold in the Remarketing,", "probability": 4.369666350169016e-05 }, { "score": 1.6089872121810913, "text": "This Agreement shall terminate", "probability": 3.298496689582239e-05 }, { "score": 1.534336805343628, "text": "In the event of a Failed Remarketing:\n\n4\n\n\n\n\n\n\n\n(i) beginning on the third Business Day after the Failed Remarketing Date, interest will accrue on the Accreted Value of the Debentures (which in connection with the expiration of the Warrants is $50), and Distributions will accumulate on the Accreted Value of the Preferred Securities at the rate described in clause (iii) below;\n\n(ii) the Accreted Value of all outstanding Debentures as of the end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93 days following the Failed Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date with respect to such Failed Remarketing;", "probability": 3.0612288160564466e-05 }, { "score": 1.4645981788635254, "text": "Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to permit\n\n17\n\n\n\n\n\n\n\nthe continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.", "probability": 2.8550169577273013e-05 }, { "score": 1.3601199388504028, "text": "In the event of a Remarketing:", "probability": 2.571783283051655e-05 }, { "score": 1.3442742824554443, "text": "If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketing Securities deemed tendered for purchase, a failed Remarketing (a \"Failed Remarketing\") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone (promptly confirmed in writing) The Depository Trust Company (\"DTC\"), the Property Trustee, the Debenture Trustee, the Administrative Trustees and the Company", "probability": 2.5313528580890304e-05 }, { "score": 1.29497230052948, "text": "If none of the holders of Remarketing Securities elects to have Remarketing Securities remarketed in the Remarketing, the Remarketing Agent shall reasonably determine, in good faith after consultation with the Company, the distribution rate or interest rate, as applicable, that would have been established had a Remarketing been held on the Remarketing Date, and such rate shall be the Reset Rate, and the related modifications to the other terms of the Preferred Securities and to the terms of the Debentures and the Warrants shall be effective as of the Remarketing Date.\n\n(f) If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketing Securities deemed tendered for purchase, a failed Remarketing (a \"Failed Remarketing\") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone (promptly confirmed in writing) The Depository Trust Company (\"DTC\"), the Property Trustee, the Debenture Trustee, the Administrative Trustees and the Company.", "probability": 2.4095786649952195e-05 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Insurance": [ { "text": "", "score": 12.14334487915039, "probability": 0.11566505002302208 }, { "score": 12.128591537475586, "text": "The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business.", "probability": 0.11397113023383314 }, { "score": 12.07119369506836, "text": "The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business. Such insurance insures against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the Company and its subsidiaries and their businesses. Neither the Company nor any of its subsidiaries have received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance. All such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Commencement Date and the Remarketing Settlement Date.", "probability": 0.10761363191391142 }, { "score": 11.829069137573242, "text": "The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business. Such insurance insures against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the Company and its subsidiaries and their businesses. Neither the Company nor any of its subsidiaries have received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance.", "probability": 0.08447222421884688 }, { "score": 11.770580291748047, "text": "Neither the Company nor any of its subsidiaries have received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance. All such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Commencement Date and the Remarketing Settlement Date.", "probability": 0.07967325248580732 }, { "score": 11.762434959411621, "text": "The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business. Such insurance insures against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the Company and its subsidiaries and their businesses.", "probability": 0.07902692322277599 }, { "score": 11.568954467773438, "text": "All such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Commencement Date and the Remarketing Settlement Date.", "probability": 0.06512497414436307 }, { "score": 11.528457641601562, "text": "Neither the Company nor any of its subsidiaries have received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance.", "probability": 0.06254030800127418 }, { "score": 11.369117736816406, "text": "All such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Commencement Date and the Remarketing Settlement Date.", "probability": 0.053328525311944375 }, { "score": 11.35283088684082, "text": "Such insurance insures against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the Company and its subsidiaries and their businesses. Neither the Company nor any of its subsidiaries have received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance. All such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Commencement Date and the Remarketing Settlement Date.", "probability": 0.05246700637946989 }, { "score": 11.277605056762695, "text": "The Company and the Insurance Subsidiaries have made no material changes in their insurance reserving practices since December 31, 2009, except where such change in such insurance reserving practices would not reasonably be expected to have a Material Adverse Effect.", "probability": 0.04866493216924778 }, { "score": 11.110706329345703, "text": "Such insurance insures against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the Company and its subsidiaries and their businesses. Neither the Company nor any of its subsidiaries have received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance.", "probability": 0.04118441732850127 }, { "score": 11.044072151184082, "text": "Such insurance insures against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the Company and its subsidiaries and their businesses.", "probability": 0.038529561832800326 }, { "score": 10.36423110961914, "text": "The 2009 statutory annual statements of each of the Company's U.S. subsidiaries which is regulated as an insurance company (collectively, the \"Insurance Subsidiaries\") and the statutory balance sheets and income statements included in such statutory annual statements together with related schedules and notes, have been prepared, in all material respects, in conformity with statutory accounting principles or practices required or permitted by the appropriate Insurance Department of the jurisdiction of domicile of each such subsidiary, and such statutory accounting practices have been applied on a consistent basis throughout the periods involved, except as may otherwise be indicated therein or in the notes thereto, and present fairly, in all material respects, the statutory financial position of the Insurance Subsidiaries as of the dates thereof, and the statutory basis results of operations of the Insurance Subsidiaries for the periods covered thereby.\n\n(z) The Company and the Insurance Subsidiaries have made no material changes in their insurance reserving practices since December 31, 2009, except where such change in such insurance reserving practices would not reasonably be expected to have a Material Adverse Effect.", "probability": 0.01952283380537062 }, { "score": 9.690122604370117, "text": "The Company and the Insurance Subsidiaries have made no material changes in their insurance reserving practices since December 31, 2009, except where such change in such insurance reserving practices would not reasonably be expected to have a Material Adverse Effect.", "probability": 0.00994904174656288 }, { "score": 9.662065505981445, "text": "The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business", "probability": 0.009673780082152993 }, { "score": 9.388684272766113, "text": "The 2009 statutory annual statements of each of the Company's U.S. subsidiaries which is regulated as an insurance company (collectively, the \"Insurance Subsidiaries\") and the statutory balance sheets and income statements included in such statutory annual statements together with related schedules and notes, have been prepared, in all material respects, in conformity with statutory accounting principles or practices required or permitted by the appropriate Insurance Department of the jurisdiction of domicile of each such subsidiary, and such statutory accounting practices have been applied on a consistent basis throughout the periods involved, except as may otherwise be indicated therein or in the notes thereto, and present fairly, in all material respects, the statutory financial position of the Insurance Subsidiaries as of the dates thereof, and the statutory basis results of operations of the Insurance Subsidiaries for the periods covered thereby.", "probability": 0.00735983790006527 }, { "score": 9.300482749938965, "text": "The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business. Such insurance insures against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the Company and its subsidiaries and their businesses", "probability": 0.006738493510803126 }, { "score": 8.582119941711426, "text": "Such insurance insures against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the Company and its subsidiaries and their businesses", "probability": 0.0032853512675992133 }, { "score": 7.582211971282959, "text": "The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business. Such insurance insures against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the Company and its subsidiaries and their businesses. Neither the Company nor any of its subsidiaries have received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance. All such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Commencement Date and the Remarketing Settlement Date", "probability": 0.0012087244216484607 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.099597930908203, "probability": 0.9988031879885654 }, { "score": 4.080941200256348, "text": "In the event of a Remarketing:", "probability": 0.000328867948728907 }, { "score": 3.792785882949829, "text": "to have a Material Adverse Effect.", "probability": 0.00024653426286391577 }, { "score": 3.3907625675201416, "text": "to have a Material Adverse Effect.", "probability": 0.00016492282971745505 }, { "score": 3.088812828063965, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of\n\n3\n\n\n\n\n\n\n\nthe end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93 days following the Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date;", "probability": 0.0001219398543887894 }, { "score": 2.818408250808716, "text": "the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon:", "probability": 9.304873136621956e-05 }, { "score": 2.6578736305236816, "text": "In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of", "probability": 7.92485193115478e-05 }, { "score": 1.6098220348358154, "text": "Promptly after receipt by an indemnified party under this Section 7 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the claim or the commencement of that action; provided however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify the indemnifying party shall not\n\n23\n\n\n\n\n\n\n\nrelieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party.", "probability": 2.778613438460071e-05 }, { "score": 1.27276611328125, "text": "The Company shall indemnify and hold harmless the Remarketing Agent, its officers and employees and each person, if any, who controls the Remarketing Agent within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Remarketing Securities), to which the Remarketing Agent or that officer, employee or controlling person may become subject, under\n\n21\n\n\n\n\n\n\n\nthe Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon:", "probability": 1.9835657692061594e-05 }, { "score": 1.1752660274505615, "text": "By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):", "probability": 1.799296999441935e-05 }, { "score": 1.1317675113677979, "text": "Promptly after receipt by an indemnified party under this Section 7 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the claim or the commencement of that action; provided however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify the indemnifying party shall not", "probability": 1.7227080780982187e-05 }, { "score": 1.0988489389419556, "text": "No indemnifying party shall:", "probability": 1.6669222203821836e-05 }, { "score": 0.995024561882019, "text": "Promptly after receipt by an indemnified party under this Section 7 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the claim or the commencement of that action; provided however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify the indemnifying party shall not\n\n23\n\n\n\n\n\n\n\nrelieve it from any liability which it may have to an indemnified party otherwise than under this Section 7.", "probability": 1.5025363305195455e-05 }, { "score": 0.871411919593811, "text": "If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party.", "probability": 1.3278245480489842e-05 }, { "score": 0.3637087941169739, "text": "The Remarketing Agent agrees to:", "probability": 7.99186294687807e-06 }, { "score": 0.2427174299955368, "text": "Remarketing Agent against the Company under this Section 7 if, in the reasonable judgment of counsel to the Remarketing Agent it is advisable for the Remarketing Agent, its officers, employees and controlling persons to be jointly represented by separate counsel, due to the availability of one or more legal defenses to them which are different from or additional to those available to the indemnifying party, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Company; provided further, that the Company shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to one local counsel in each relevant jurisdiction) at any time for all such indemnified parties. No indemnifying party shall:", "probability": 7.081123122801293e-06 }, { "score": 0.0003669261932373047, "text": "Neither the Company nor any agent thereof acting on the behalf of the Company has taken, and none of them will take, any action that might cause the execution, delivery and performance by the Company and the Trust of the Transaction Agreements, as applicable, the issuance of the Unit Securities by the Company and the Trust, as applicable, the Remarketing of the Remarketing Securities by the Company and the Trust, as applicable, and the consummation by the Company and the Trust, as applicable, of the transactions contemplated hereby and thereby to violate", "probability": 5.557131314509867e-06 }, { "score": -0.1096387505531311, "text": "Except as set forth in or contemplated by the Prospectus or as may relate to the Original Remarketing Agreement, there is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or threatened or contemplated to which the Company or any of its subsidiaries is or may be a party or to which the business or property of the Company or any of its subsidiaries is or may be subject, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency or that has been proposed by any governmental body having jurisdiction over the Company or its subsidiaries and (iii) no injunction, restraining order or order of any nature by a federal or state court or foreign court of competent jurisdiction to which the Company or any of its subsidiaries is or may be subject issued that, in the case of clauses (i), (ii) and (iii) above, (x) would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (y) would interfere with or adversely affect the issuance of any of the Securities or (z) in any manner draw into question the validity of any of the Transaction Agreements or the Remarketing of the Remarketing Securities.", "probability": 4.97823966557905e-06 }, { "score": -0.22430643439292908, "text": "(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of\n\n3\n\n\n\n\n\n\n\nthe end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93 days following the Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date;", "probability": 4.438909170326033e-06 }, { "score": -0.23585864901542664, "text": "the end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93 days following the Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date;", "probability": 4.387924995963752e-06 } ], "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.12554931640625, "probability": 0.762215393945342 }, { "score": 10.372810363769531, "text": "This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Issuers contained in this Agreement shall also be deemed to be for the benefit of the officers, directors and employees of the Remarketing Agent and the person or persons, if any, who control the Remarketing Agent within the meaning of Section 15 of the Securities Act; and (B) any indemnity agreement of the Remarketing Agent contained in this Agreement shall be deemed to be for the benefit of directors, trustees, officers and employees of the Company, and the Trust, and any person controlling the Company or the Trust within the meaning of Section 15 of the Securities Act.", "probability": 0.13209088816166195 }, { "score": 8.935456275939941, "text": "This Agreement shall inure to the benefit of and be binding upon the Remarketing Agent, the Company, the Trust and their respective successors.", "probability": 0.031378914182660034 }, { "score": 8.84481143951416, "text": "This Agreement shall inure to the benefit of and be binding upon the Remarketing Agent, the Company, the Trust and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Issuers contained in this Agreement shall also be deemed to be for the benefit of the officers, directors and employees of the Remarketing Agent and the person or persons, if any, who control the Remarketing Agent within the meaning of Section 15 of the Securities Act; and (B) any indemnity agreement of the Remarketing Agent contained in this Agreement shall be deemed to be for the benefit of directors, trustees, officers and employees of the Company, and the Trust, and any person controlling the Company or the Trust within the meaning of Section 15 of the Securities Act.", "probability": 0.028659681465093064 }, { "score": 7.766958713531494, "text": "Any review by the Remarketing Agent of the Company, the transactions\n\n28\n\n\n\n\n\n\n\ncontemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Remarketing Agent and shall not be on behalf of the Company.", "probability": 0.009753620818671784 }, { "score": 7.578217506408691, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 0.008076005447382462 }, { "score": 7.511257171630859, "text": "contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Remarketing Agent and shall not be on behalf of the Company.", "probability": 0.007552941123507877 }, { "score": 7.119228839874268, "text": "This Agreement shall inure to the benefit of and be binding upon the Remarketing Agent, the Company, the Trust and their respective successors.", "probability": 0.005103408799072539 }, { "score": 6.844401836395264, "text": "This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Issuers contained in this Agreement shall also be deemed to be for the benefit of the officers, directors and employees of the Remarketing Agent and the person or persons, if any, who control the Remarketing Agent within the meaning of Section 15 of the Securities Act;", "probability": 0.0038770777201408797 }, { "score": 6.587394714355469, "text": "The relative benefits received by the Issuers, on the one hand, and the Remarketing Agent, on the other, with respect to such offering shall be deemed to be in the same proportion as the aggregate Accreted Value of the Remarketing Securities as of the end of day on the day next preceding the Remarketing Settlement Date less the fee paid to the Remarketing Agent pursuant to Section 4(a) and less the expenses paid by the Company pursuant to Section 4(b), on the one hand, and the total fees received by the Remarketing Agent pursuant to such Section 4(a), plus the expenses paid by the Company pursuant to Section 4(b), on the other hand, bear to such aggregate Accreted Value of the Remarketing Securities.", "probability": 0.0029983873163453405 }, { "score": 6.426885604858398, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\").", "probability": 0.002553756655758663 }, { "score": 6.0318450927734375, "text": "This Agreement shall inure to the benefit of and be binding upon the Remarketing Agent, the Company, the Trust and their respective successors", "probability": 0.0017203451879013792 }, { "score": 5.654762268066406, "text": "Any review by the Remarketing Agent of the Company, the transactions", "probability": 0.001179914686895782 }, { "score": 5.316402912139893, "text": "This Agreement shall inure to the benefit of and be binding upon the Remarketing Agent, the Company, the Trust and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Issuers contained in this Agreement shall also be deemed to be for the benefit of the officers, directors and employees of the Remarketing Agent and the person or persons, if any, who control the Remarketing Agent within the meaning of Section 15 of the Securities Act;", "probability": 0.000841207247684304 }, { "score": 4.638581275939941, "text": "(B) any indemnity agreement of the Remarketing Agent contained in this Agreement shall be deemed to be for the benefit of directors, trustees, officers and employees of the Company, and the Trust, and any person controlling the Company or the Trust within the meaning of Section 15 of the Securities Act.", "probability": 0.0004270992507097624 }, { "score": 4.525270938873291, "text": "contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Remarketing Agent and shall not be on behalf of the Company.", "probability": 0.0003813456136619309 }, { "score": 4.3997626304626465, "text": "Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\"). Certain payments on the Preferred Securities and Common Securities (the \"Trust Securities\") are guaranteed (the \"Guarantee\") by the Company pursuant to the Guarantee Agreement (the \"Guarantee Agreement\") dated as of December 18, 2001, between the Company and The Bank of New York Mellon Trust Company, as successor guarantee trustee (in such capacity, the \"Guarantee Trustee\").\n\nThe Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the \"Original Trust Agreement\") executed by the Company, as depositor,\n\n\n\n1 \"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.", "probability": 0.00033636530209680437 }, { "score": 4.264655113220215, "text": "This Agreement and the terms and provisions hereof are for the sole benefit of only those persons,", "probability": 0.00029385612028346304 }, { "score": 4.249298095703125, "text": "may be entitled to exercise or take pursuant to the Trust Agreement or the Indenture with like effect as if it did not act in any capacity hereunder.", "probability": 0.0002893778412138393 }, { "score": 4.181515693664551, "text": "(i) in such proportion as shall be appropriate to reflect the relative benefits received by the Issuers on the one hand and the Remarketing Agent on the other hand from the Remarketing; or\n\n(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers on the one hand and the Remarketing Agent on the other with respect to the statements or omissions or alleged statements or alleged omissions which resulted in such loss, claim, damage or liability (or action in respect thereof) as well as any other relevant equitable considerations.", "probability": 0.0002704131139161104 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Document Name": [ { "score": 14.417844772338867, "text": "CO-BRANDING AGREEMENT", "probability": 0.3992233524864504 }, { "score": 14.066486358642578, "text": "CO-BRANDING AGREEMENT\n\nThis Co-Branding Agreement", "probability": 0.28094604135372436 }, { "score": 13.732933044433594, "text": "Co-Branding Agreement", "probability": 0.20126235647223037 }, { "score": 12.082999229431152, "text": "CO-BRANDING AGREEMENT\n\nThis Co-Branding Agreement (", "probability": 0.038654975464084904 }, { "score": 11.749446868896484, "text": "Co-Branding Agreement (", "probability": 0.0276914343878356 }, { "text": "", "score": 11.135181427001953, "probability": 0.014982123078778695 }, { "score": 10.4102144241333, "text": "CO-BRANDING AGREEMENT\n\nThis Co-Branding Agreement (this \"Agreement\") dated September 30, 1999 (the \"Effective Date\") is entered into between VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (\"VerticalNet\"), and PaperExchange.com, LLC, a Delaware limited liability company having a principal place of business at 545 Boylston Street, 8th Floor, Boston, MA 02116 (\"PaperExchange\"). In consideration of the mutual covenants herein, and intending to be legally bound hereby, the parties agree as follows:\n\n1. DEFINITIONS\n\n 1.1. Affiliate shall mean, when used with reference to a party, any individual or entity directly or indirectly controlling, controlled by or under common control with such party. For purposes of this definition, \"control\" means the direct or indirect ownership of at least 50% of the outstanding voting securities of a party, or the right to control the policy decisions of such party.\n\n 1.2. Career Center Net Revenue shall have the meaning ascribed thereto in Section 7.1.1 [Co-Branded Career Center].\n\n 1.3. Co-Branded Career Center shall mean the \"Career Center\" portion of Pulp and Paper Online located at: http://www.pulpandpaperonline.", "probability": 0.007256449740240469 }, { "score": 10.143560409545898, "text": "CO-BRANDING AGREEMENT\n\nThis Co-Branding Agreement (this", "probability": 0.005557990811664422 }, { "score": 10.076662063598633, "text": "Co-Branding Agreement (this \"Agreement\") dated September 30, 1999 (the \"Effective Date\") is entered into between VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (\"VerticalNet\"), and PaperExchange.com, LLC, a Delaware limited liability company having a principal place of business at 545 Boylston Street, 8th Floor, Boston, MA 02116 (\"PaperExchange\"). In consideration of the mutual covenants herein, and intending to be legally bound hereby, the parties agree as follows:\n\n1. DEFINITIONS\n\n 1.1. Affiliate shall mean, when used with reference to a party, any individual or entity directly or indirectly controlling, controlled by or under common control with such party. For purposes of this definition, \"control\" means the direct or indirect ownership of at least 50% of the outstanding voting securities of a party, or the right to control the policy decisions of such party.\n\n 1.2. Career Center Net Revenue shall have the meaning ascribed thereto in Section 7.1.1 [Co-Branded Career Center].\n\n 1.3. Co-Branded Career Center shall mean the \"Career Center\" portion of Pulp and Paper Online located at: http://www.pulpandpaperonline.", "probability": 0.005198334741078657 }, { "score": 9.810007095336914, "text": "Co-Branding Agreement (this", "probability": 0.003981598468576383 }, { "score": 9.788726806640625, "text": "CO-BRANDING AGREEMENT\n", "probability": 0.0038977640773971197 }, { "score": 9.253210067749023, "text": "CO-BRANDING AGREEMENT\n\nThis Co-Branding Agreement (this \"Agreement\") dated", "probability": 0.0022816214131702486 }, { "score": 9.250381469726562, "text": "PaperExchange (the \"PaperExchange Advertising Policies", "probability": 0.0022751767423414976 }, { "score": 9.15453815460205, "text": "PaperExchange", "probability": 0.002067240080494087 }, { "score": 8.919657707214355, "text": "Co-Branding Agreement (this \"Agreement\") dated", "probability": 0.001634495143306655 }, { "score": 8.088863372802734, "text": "CO-BRANDING AGREEMENT\n\nThis Co-Branding Agreement (this \"", "probability": 0.0007121545271550128 }, { "score": 8.054435729980469, "text": "BRANDING AGREEMENT", "probability": 0.0006880539685815694 }, { "score": 7.953778266906738, "text": "PaperExchange Advertising Policies", "probability": 0.0006221677895555642 }, { "score": 7.842236042022705, "text": "CO-BRANDING AGREEMENT\n\nThis Co-Branding Agreement (this \"Agreement\")", "probability": 0.0005565002331119342 }, { "score": 7.755310535430908, "text": "Co-Branding Agreement (this \"", "probability": 0.0005101690202217988 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Parties": [ { "score": 12.852338790893555, "text": "VerticalNet, Inc.,", "probability": 0.18204368808896793 }, { "score": 12.82614517211914, "text": "PaperExchange.com, LLC", "probability": 0.17733721400859376 }, { "score": 12.824748992919922, "text": "VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (\"VerticalNet\"), and PaperExchange.com, LLC", "probability": 0.17708979224190155 }, { "score": 12.45288372039795, "text": "VerticalNet", "probability": 0.12209404790479944 }, { "score": 12.230485916137695, "text": "PaperExchange", "probability": 0.09774810651230537 }, { "score": 12.229089736938477, "text": "VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (\"VerticalNet\"), and PaperExchange", "probability": 0.09761172786589828 }, { "text": "", "score": 11.743324279785156, "probability": 0.06005328140667983 }, { "score": 10.38890266418457, "text": "PaperExchange.com, LLC, a Delaware limited liability company having a principal place of business at 545 Boylston Street, 8th Floor, Boston, MA 02116 (\"PaperExchange", "probability": 0.015499543563982754 }, { "score": 10.387506484985352, "text": "VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (\"VerticalNet\"), and PaperExchange.com, LLC, a Delaware limited liability company having a principal place of business at 545 Boylston Street, 8th Floor, Boston, MA 02116 (\"PaperExchange", "probability": 0.015477918523390104 }, { "score": 10.016823768615723, "text": "PAPEREXCHANGE.COM, LLC", "probability": 0.010683833172673195 }, { "score": 9.49332332611084, "text": "PAPEREXCHANGE.COM, LLC", "probability": 0.006329563256314691 }, { "score": 9.41334342956543, "text": "PAPEREXCHANGE.COM, LLC\n\nBy: /s/ [ILLEGIBLE] By: /s/ Jason Weiss --------------------------------- -------------------------------- Title: BVI Title: CEO ------------------------------ -----------------------------\n\nVERTICALNET, INC. PAPEREXCHANGE.COM, LLC", "probability": 0.005843040771516409 }, { "score": 9.38754653930664, "text": "PaperEx", "probability": 0.005694236091076045 }, { "score": 9.386149406433105, "text": "VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (\"VerticalNet\"), and PaperEx", "probability": 0.0056862860415744804 }, { "score": 9.362480163574219, "text": "PAPEREXCHANGE.COM, LLC", "probability": 0.0055532762860416975 }, { "score": 9.259615898132324, "text": "PAPEREXCHANGE.COM, LLC", "probability": 0.005010440372589596 }, { "score": 8.741353034973145, "text": "PaperExchange.com, LLC,", "probability": 0.002983988853150635 }, { "score": 8.739956855773926, "text": "VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (\"VerticalNet\"), and PaperExchange.com, LLC,", "probability": 0.0029798255769992424 }, { "score": 8.581253051757812, "text": "PAPEREXCHANGE.COM, LLC\n\nBy: /s/ [ILLEGIBLE] By: /s/ Jason Weiss --------------------------------- -------------------------------- Title: BVI Title: CEO ------------------------------ -----------------------------\n\nVERTICALNET, INC.", "probability": 0.0025425333441890575 }, { "score": 8.200629234313965, "text": "VerticalNet, Inc", "probability": 0.001737656117355924 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Agreement Date": [ { "score": 14.694639205932617, "text": "September 30, 1999", "probability": 0.7726916701246102 }, { "score": 12.603764533996582, "text": "27-28, 1999", "probability": 0.09548846193242778 }, { "text": "", "score": 11.396992683410645, "probability": 0.028566467706371394 }, { "score": 11.227178573608398, "text": "Oct. 27-28, 1999", "probability": 0.02410500420585062 }, { "score": 11.19500732421875, "text": "04/08/99", "probability": 0.023341857613258212 }, { "score": 10.668136596679688, "text": "September 30, 1999 (", "probability": 0.013782194223848895 }, { "score": 10.611695289611816, "text": "Oct. 27-28, 1999", "probability": 0.013025854346911614 }, { "score": 10.484685897827148, "text": "Oct. 27-28, 1999", "probability": 0.011472200792725635 }, { "score": 10.071325302124023, "text": "3/22/2000\n\n\n\n\n\nUnited States Antigua and Arbuda Antarctica Argentina\n\nPosition\n\nAll Job Types Aerospace Engineer Biological Scientist Biologist\n\nJobscan Sponsors\n\n- -------------------------------------------------------------------------------- Click Here\n\n Highlights, Products & More - --------------------------------------------------------------------------------\n\n powdex\n\n Incorporating InterFlow Expo\n\n Oct. 27-28, 1999", "probability": 0.007587985877082245 }, { "score": 9.300626754760742, "text": "3/22/2000", "probability": 0.00351088324821472 }, { "score": 8.93025016784668, "text": "Oct. 27-28, 1999", "probability": 0.002424174506088088 }, { "score": 8.292287826538086, "text": "Oct. 27-28, 1999 Atlanta, GA Cobb Galleria Centre", "probability": 0.0012808561419826304 }, { "score": 8.008466720581055, "text": "September 30, 1999 (the \"Effective Date\") is entered into between VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (\"VerticalNet\"), and PaperExchange.com, LLC, a Delaware limited liability company having a principal place of business at 545 Boylston Street, 8th Floor, Boston, MA 02116 (\"PaperExchange\"). In consideration of the mutual covenants herein, and intending to be legally bound hereby, the parties agree as follows:\n\n1. DEFINITIONS\n\n 1.1. Affiliate shall mean, when used with reference to a party, any individual or entity directly or indirectly controlling, controlled by or under common control with such party. For purposes of this definition, \"control\" means the direct or indirect ownership of at least 50% of the outstanding voting securities of a party, or the right to control the policy decisions of such party.\n\n 1.2. Career Center Net Revenue shall have the meaning ascribed thereto in Section 7.1.1 [Co-Branded Career Center].\n\n 1.3. Co-Branded Career Center shall mean the \"Career Center\" portion of Pulp and Paper Online located at: http://www.pulpandpaperonline.", "probability": 0.0009643582828733848 }, { "score": 6.936328887939453, "text": "27-28", "probability": 0.00033007670130531 }, { "score": 6.792881011962891, "text": ", 1999", "probability": 0.00028596721737145556 }, { "score": 6.642118453979492, "text": "-28, 1999", "probability": 0.00024594664488363166 }, { "score": 6.626609802246094, "text": "30, 1999", "probability": 0.0002421617690444367 }, { "score": 6.557997703552246, "text": "Oct. 27-28, 1999 Atlanta, GA", "probability": 0.00022610372886743853 }, { "score": 6.50838565826416, "text": "Oct. 27-28", "probability": 0.00021515997602490568 }, { "score": 6.496486663818359, "text": "Oct. 27-28, 1999 Atlanta, GA Cobb Galleria Centre", "probability": 0.000212614960257627 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Effective Date": [ { "score": 14.79650592803955, "text": "September 30, 1999", "probability": 0.7366953132413202 }, { "score": 12.592071533203125, "text": "A Notice sent via facsimile is deemed effective on the same day (or if such day is not a business day, then on the next succeeding business day) if such facsimile is sent before 3:00 p.m. Philadelphia time and on the next day (or if such day is not a business day, then on the next succeeding business day) if such Notice is sent after 3:00 p.m. Philadelphia time.", "probability": 0.08126699731093541 }, { "score": 12.19667911529541, "text": "04/08/99", "probability": 0.054726474075349585 }, { "text": "", "score": 11.75625991821289, "probability": 0.035231070644015886 }, { "score": 11.28135871887207, "text": "Oct. 27-28, 1999", "probability": 0.021911841154183338 }, { "score": 11.012380599975586, "text": "Oct. 27-28, 1999", "probability": 0.016744152013318952 }, { "score": 10.774765014648438, "text": "September 30, 1999 (", "probability": 0.013202860074718539 }, { "score": 10.714033126831055, "text": "Initial Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.", "probability": 0.012424888407219345 }, { "score": 10.529027938842773, "text": "A Notice shall be deemed to be effective upon personal delivery or, if sent via overnight delivery, upon receipt thereof. A Notice sent via facsimile is deemed effective on the same day (or if such day is not a business day, then on the next succeeding business day) if such facsimile is sent before 3:00 p.m. Philadelphia time and on the next day (or if such day is not a business day, then on the next succeeding business day) if such Notice is sent after 3:00 p.m. Philadelphia time.", "probability": 0.010326324408635623 }, { "score": 9.41227912902832, "text": "Start date/time* This field must be filled out like the following example: 04/08/99", "probability": 0.003380242974403019 }, { "score": 9.217386245727539, "text": "04/08/99", "probability": 0.0027816790203062025 }, { "score": 9.16991138458252, "text": "Oct. 27-28, 1999", "probability": 0.002652704931783687 }, { "score": 9.04725170135498, "text": "Oct. 27-28, 1999", "probability": 0.002346488992368202 }, { "score": 8.921491622924805, "text": "Oct. 27-28, 1999", "probability": 0.002069195918669608 }, { "score": 8.442612648010254, "text": "September 30, 1999 (the \"Effective Date\") is entered into between VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (\"VerticalNet\"), and PaperExchange.com, LLC, a Delaware limited liability company having a principal place of business at 545 Boylston Street, 8th Floor, Boston, MA 02116 (\"PaperExchange\"). In consideration of the mutual covenants herein, and intending to be legally bound hereby, the parties agree as follows:\n\n1. DEFINITIONS\n\n 1.1. Affiliate shall mean, when used with reference to a party, any individual or entity directly or indirectly controlling, controlled by or under common control with such party. For purposes of this definition, \"control\" means the direct or indirect ownership of at least 50% of the outstanding voting securities of a party, or the right to control the policy decisions of such party.\n\n 1.2. Career Center Net Revenue shall have the meaning ascribed thereto in Section 7.1.1 [Co-Branded Career Center].\n\n 1.3. Co-Branded Career Center shall mean the \"Career Center\" portion of Pulp and Paper Online located at: http://www.pulpandpaperonline.", "probability": 0.001281820216354292 }, { "score": 8.256394386291504, "text": "A Notice shall be deemed to be effective upon personal delivery or, if sent via overnight delivery, upon receipt thereof.", "probability": 0.001064029216961252 }, { "score": 7.93662691116333, "text": "Oct. 27-28, 1999 Atlanta, GA Cobb Galleria Centre", "probability": 0.0007728234711024296 }, { "score": 7.3227667808532715, "text": "04/08/99 15:00 (MM/DD/YY 24:mm)", "probability": 0.000418296505196843 }, { "score": 7.190110683441162, "text": "Oct. 27-28, 1999 Atlanta, GA", "probability": 0.0003663299486080259 }, { "score": 7.105077743530273, "text": "A Notice sent via facsimile is deemed effective on the same day (or if such day is not a business day, then on the next succeeding business day) if such facsimile is sent before 3:00 p.m. Philadelphia time and on the next day (or if such day is not a business day, then on the next succeeding business day) if such Notice is sent after 3:00 p.m. Philadelphia time", "probability": 0.0003364674745494558 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Expiration Date": [ { "score": 14.837127685546875, "text": "Initial Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.", "probability": 0.925262918538452 }, { "text": "", "score": 11.905574798583984, "probability": 0.04932963649716265 }, { "score": 11.037216186523438, "text": "Term shall mean the Initial Term and any Renewal Terms.", "probability": 0.020700677606711505 }, { "score": 9.051080703735352, "text": "Term shall mean the Initial Term and any Renewal Terms.", "probability": 0.002840644467402474 }, { "score": 7.3187971115112305, "text": ".", "probability": 0.0005024532688670592 }, { "score": 7.197457790374756, "text": "1.9. Initial Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.", "probability": 0.0004450396223506622 }, { "score": 6.328125953674316, "text": "Initial Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8", "probability": 0.000186574659962683 }, { "score": 6.297552585601807, "text": "Initial Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.\n\n 1.10.", "probability": 0.00018095676085439977 }, { "score": 5.712662220001221, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.00010082312528340754 }, { "score": 5.3928728103637695, "text": "Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.", "probability": 7.322803483405545e-05 }, { "score": 5.300557613372803, "text": "unless earlier terminated pursuant to Section 8.", "probability": 6.677061844803904e-05 }, { "score": 5.235047340393066, "text": "Agreement (including the rights and obligations of the parties under Sections 4.3 [Non-Competition] and 5.8 [Non-Competition]) shall continue in full force and effect unless and until terminated in accordance with Section 8.", "probability": 6.253665514889318e-05 }, { "score": 4.807990074157715, "text": "Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.", "probability": 4.080055160200517e-05 }, { "score": 4.710659027099609, "text": "shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.", "probability": 3.701652941820069e-05 }, { "score": 4.627923965454102, "text": "Initial", "probability": 3.407723248617445e-05 }, { "score": 4.579922676086426, "text": "1.29. Term shall mean the Initial Term and any Renewal Terms.", "probability": 3.248011977382448e-05 }, { "score": 4.547200679779053, "text": "fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.", "probability": 3.1434505995376096e-05 }, { "score": 4.2893829345703125, "text": "Initial Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.\n\n 1.10. Intellectual Property shall mean any and all trade secrets, patents, copyrights, trademarks, URLs, trade dress, brand features, know-how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing.", "probability": 2.4290576126142462e-05 }, { "score": 4.272646903991699, "text": "Renewal Term shall have the meaning ascribed thereto in Section 8.1 [Automatic Renewal].\n\n 1.27. Site shall mean an Internet World Wide Web site.\n\n 1.28. Storefront shall mean a Site contained in (and linked to) a VerticalNet Site that, among other things, provides information regarding an advertiser and the advertiser's products and/or services, links a visitor to the advertiser's website, and/or generates sales leads for the advertiser from interested visitors, but does not include direct e-commerce fulfillment, such as catalog sales.\n\n 1.29. Term shall mean the Initial Term and any Renewal Terms.", "probability": 2.3887431233798518e-05 }, { "score": 4.267011642456055, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 2.3753197886618344e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Renewal Term": [ { "score": 14.083398818969727, "text": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "probability": 0.7602725552861315 }, { "score": 11.622968673706055, "text": "Term shall mean the Initial Term and any Renewal Terms.", "probability": 0.0649259149005683 }, { "text": "", "score": 11.605278015136719, "probability": 0.06378743264956087 }, { "score": 11.035665512084961, "text": "Term shall mean the Initial Term and any Renewal Terms.", "probability": 0.03608739687983953 }, { "score": 10.68332290649414, "text": "Renewal Term shall have the meaning ascribed thereto in Section 8.1 [Automatic Renewal].", "probability": 0.02537085519346132 }, { "score": 10.582473754882812, "text": "Renewal Term shall have the meaning ascribed thereto in Section 8.1 [Automatic Renewal].\n\n 1.27. Site shall mean an Internet World Wide Web site.\n\n 1.28. Storefront shall mean a Site contained in (and linked to) a VerticalNet Site that, among other things, provides information regarding an advertiser and the advertiser's products and/or services, links a visitor to the advertiser's website, and/or generates sales leads for the advertiser from interested visitors, but does not include direct e-commerce fulfillment, such as catalog sales.\n\n 1.29. Term shall mean the Initial Term and any Renewal Terms.", "probability": 0.022937013832555687 }, { "score": 9.87910270690918, "text": "Renewal Term shall have the meaning ascribed thereto in Section 8.1 [Automatic Renewal].", "probability": 0.01135185177163594 }, { "score": 9.134081840515137, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "probability": 0.005389000953638636 }, { "score": 8.76072883605957, "text": "Automatic Renewal. This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "probability": 0.003709907751390886 }, { "score": 8.635780334472656, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 0.003274150708701149 }, { "score": 7.635329246520996, "text": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement", "probability": 0.0012039495233952006 }, { "score": 6.721091270446777, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2", "probability": 0.00048256939044153465 }, { "score": 6.038184642791748, "text": "8.1. Automatic Renewal. This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "probability": 0.0002437682788378439 }, { "score": 5.868834972381592, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.0002057925097078425 }, { "score": 5.723585605621338, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 0.00017797072313593775 }, { "score": 5.565397262573242, "text": "between the Effective Date and the scheduled expiration date of the Initial Term,", "probability": 0.00015193164518232492 }, { "score": 5.324788570404053, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by", "probability": 0.00011944094018183348 }, { "score": 5.308865070343018, "text": "This", "probability": 0.00011755408490238287 }, { "score": 5.247135639190674, "text": "unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "probability": 0.00011051697107667622 }, { "score": 4.929304122924805, "text": ".", "probability": 8.042600565482565e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Notice Period To Terminate Renewal": [ { "score": 14.181323051452637, "text": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "probability": 0.9018954858246799 }, { "text": "", "score": 11.879886627197266, "probability": 0.09029320602011146 }, { "score": 8.785530090332031, "text": "Automatic Renewal. This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "probability": 0.004090657368174179 }, { "score": 8.008333206176758, "text": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement", "probability": 0.0018804456539049533 }, { "score": 6.633219242095947, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.00047539693780378336 }, { "score": 6.102777481079102, "text": "8.1. Automatic Renewal. This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "probability": 0.00027969741345151795 }, { "score": 5.457860469818115, "text": "unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "probability": 0.00014675893479568984 }, { "score": 5.210360527038574, "text": "Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days", "probability": 0.00011458207730414996 }, { "score": 5.159438133239746, "text": ".", "probability": 0.00010889335455910284 }, { "score": 5.09954833984375, "text": "This", "probability": 0.00010256320178612474 }, { "score": 4.961941242218018, "text": "(y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days", "probability": 8.937778074159145e-05 }, { "score": 4.926639556884766, "text": "Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "probability": 8.627763655299325e-05 }, { "score": 4.91102409362793, "text": "(I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days", "probability": 8.494083583474228e-05 }, { "score": 4.7553582191467285, "text": "each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "probability": 7.269619833374779e-05 }, { "score": 4.662314414978027, "text": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.\n\n 8.2. Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other party in the event any material breach of a material term of this Agreement by such other party that remains uncured 30 days in the case of a breach of a payment obligation, or 45 days for all other breaches, after notice of such breach was received by such other party; provided, however that if such breach is not reasonably capable of cure within the applicable cure period, the breaching party shall have an additional 180 days to cure such breach so long as the cure is commenced within the applicable cure period and thereafter is diligently prosecuted to completion as soon as possible.", "probability": 6.623740188007456e-05 }, { "score": 4.530409336090088, "text": "(k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days", "probability": 5.805206077970675e-05 }, { "score": 4.343430519104004, "text": "Renewal Term shall have the meaning ascribed thereto in Section 8.1 [Automatic Renewal].", "probability": 4.8151938190366e-05 }, { "score": 4.139204978942871, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 3.9257238611506917e-05 }, { "score": 4.0345988273620605, "text": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (", "probability": 3.535817763136584e-05 }, { "score": 3.9336776733398438, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 3.1963944872772626e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Governing Law": [ { "score": 15.525473594665527, "text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "probability": 0.4933239021090004 }, { "score": 15.508167266845703, "text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "probability": 0.4848597300627338 }, { "text": "", "score": 12.291643142700195, "probability": 0.019440052673977373 }, { "score": 9.34354019165039, "text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Subject to the provisions of Section 9, both parties consent and submit to the exclusive personal jurisdiction of the United States and the state courts of the Commonwealth of Pennsylvania in and for Horsham, PA.", "probability": 0.001019418694562428 }, { "score": 7.985172271728516, "text": "Issues of arbitrability will be determined in accordance solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the Commonwealth of Pennsylvania.", "probability": 0.0002620721681028717 }, { "score": 7.655529499053955, "text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Subject to the provisions of Section 9, both parties consent and submit to the exclusive personal jurisdiction of the United States and the state courts of the Commonwealth of Pennsylvania in and for Horsham, PA.", "probability": 0.00018847721870937626 }, { "score": 7.343544960021973, "text": "13.1. Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "probability": 0.00013796397562723642 }, { "score": 7.124050140380859, "text": "13.1. Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "probability": 0.00011077463091743544 }, { "score": 6.976707458496094, "text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions", "probability": 9.559830630001676e-05 }, { "score": 6.915632247924805, "text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania", "probability": 8.993434398252264e-05 }, { "score": 6.765749931335449, "text": "Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "probability": 7.741631730050844e-05 }, { "score": 6.507513046264648, "text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Subject to the provisions of Section 9, both parties consent and submit to the exclusive personal jurisdiction of the United States and the state courts of the Commonwealth of Pennsylvania in and for Horsham, PA", "probability": 5.9797310865550136e-05 }, { "score": 6.387214183807373, "text": "This", "probability": 5.301960912865838e-05 }, { "score": 6.295551776885986, "text": "Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "probability": 4.8375787087648506e-05 }, { "score": 6.246686935424805, "text": "This", "probability": 4.606873776168358e-05 }, { "score": 6.223912715911865, "text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions", "probability": 4.503141515643672e-05 }, { "score": 6.199470043182373, "text": ".", "probability": 4.394406995975422e-05 }, { "score": 6.037541389465332, "text": ".", "probability": 3.7374514226519776e-05 }, { "score": 5.9453535079956055, "text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania", "probability": 3.408308270648856e-05 }, { "score": 5.711091041564941, "text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Subject to the provisions of Section 9, both parties consent and submit to the exclusive personal jurisdiction of the United States and the state courts of the Commonwealth of Pennsylvania in and for Horsham, PA", "probability": 2.69649718931292e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Most Favored Nation": [ { "text": "", "score": 12.102842330932617, "probability": 0.46442097553126555 }, { "score": 10.850602149963379, "text": "After PaperExchange has generated PaperExchange Revenue equal to *****, PaperExchange shall pay an amount equal to ***** of the PaperExchange Revenue to VerticalNet; provided, however, that if, in any given calendar year, VerticalNet receives ***** pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****; and provided further, however, that if, in any given calendar year, VerticalNet receives", "probability": 0.13276109499997485 }, { "score": 9.868919372558594, "text": "(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 0.04974293569187804 }, { "score": 9.770771980285645, "text": "(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper. Online or Packaging Online, including, without limitation, the Co-Branded Sites, VerticalNet shall pay to PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising, with the exception that if such advertising is on the Co-branded Career Center, VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising.", "probability": 0.04509273130455036 }, { "score": 9.648702621459961, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead\n\n* Confidential Treatment Requested: material has been omitted and filed separately with the Commission\n\n 11\n\n(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 0.03991098927020139 }, { "score": 9.550556182861328, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead\n\n* Confidential Treatment Requested: material has been omitted and filed separately with the Commission\n\n 11\n\n(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper. Online or Packaging Online, including, without limitation, the Co-Branded Sites, VerticalNet shall pay to PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising, with the exception that if such advertising is on the Co-branded Career Center, VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising.", "probability": 0.03617995613954173 }, { "score": 9.393043518066406, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead", "probability": 0.030907306210208783 }, { "score": 9.211520195007324, "text": "VerticalNet will pay PaperExchange ***** of the Career Center Net Revenue.", "probability": 0.025776656095011768 }, { "score": 9.179329872131348, "text": "in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.024960110159969243 }, { "score": 9.157271385192871, "text": "If PaperExchange sells advertising to a third party on the PaperExchange Site independently from VerticalNet, PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue resulting from such advertising during the Term; provided, however, that if PaperExchange previously rejected advertising by such party when proposed by VerticalNet pursuant to Section 4.1 [Advertisements on the PaperExchange Site], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then PaperExchange shall pay ***** of the Net Advertising Revenue resulting from such advertising during the Term to VerticalNet.", "probability": 0.02441555599691072 }, { "score": 8.912158012390137, "text": "Online or Packaging Online, including, without limitation, the Co-Branded Sites, VerticalNet shall pay to PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising, with the exception that if such advertising is on the Co-branded Career Center, VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising.", "probability": 0.019108000032156233 }, { "score": 8.854774475097656, "text": "exhibit booth space at pulp and paper industry trade shows that VerticalNet is unable to use on the same terms that VerticalNet accepted for such space.", "probability": 0.018042382254195844 }, { "score": 8.799126625061035, "text": "It should be lower than your reserve price, if you set one.", "probability": 0.017065787184332062 }, { "score": 8.750608444213867, "text": "VerticalNet will pay PaperExchange ***** of the gross sales of the Professional e-Bookstore on Pulp and Paper Online that originated from the PaperExchange Site.", "probability": 0.016257551833433262 }, { "score": 8.57628345489502, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\").", "probability": 0.013656731356057172 }, { "score": 8.182318687438965, "text": "VerticalNet, in its reasonable business discretion, shall offer PaperExchange\n\n 7\n\nexhibit booth space at pulp and paper industry trade shows that VerticalNet is unable to use on the same terms that VerticalNet accepted for such space.", "probability": 0.00920979666379276 }, { "score": 8.145151138305664, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade (a) paper pulp products through exchanges, auctions, or reverse auctions or any other e-commerce medium, (b) paper (other than finished paper-based products, including, but not limited to, books, stamps and labels) and copy paper (i) through exchanges, auctions or reverse auctions or (ii) in quantities greater than one ton through any e-commerce medium, (c) raw materials used to make paper packaging, including, but not limited to, linerboard, medium, other containerboard grades and corrugated sheet through exchanges, auctions, reverse auctions or any other e-commerce medium, or (d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1 [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "probability": 0.008873774338552468 }, { "score": 8.039071083068848, "text": "***** in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.007980652442962399 }, { "score": 8.037559509277344, "text": "VerticalNet, in its reasonable business discretion, shall offer PaperExchange", "probability": 0.007968598210616542 }, { "score": 7.9991607666015625, "text": "VerticalNet will pay PaperExchange ***** of the Career Center Net Revenue", "probability": 0.007668414284388679 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Compete": [ { "score": 12.749529838562012, "text": "During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.16288601062796232 }, { "score": 12.300878524780273, "text": "During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "probability": 0.10400087588582324 }, { "score": 12.143760681152344, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.\n\n 4.3.2. During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "probability": 0.08887949624075747 }, { "score": 12.138128280639648, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "probability": 0.08838029848113065 }, { "score": 12.097158432006836, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\n 5.8.3. During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.08483254277425659 }, { "score": 12.060920715332031, "text": "During the Term, VerticalNet will not disclose, transfer or otherwise provide the VerticalNet Content and/or the VerticalNet Archived Content to any PaperExchange Competitor.", "probability": 0.08181343822839861 }, { "text": "", "score": 12.004962921142578, "probability": 0.07736107270457876 }, { "score": 11.916501998901367, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.", "probability": 0.07081159760083865 }, { "score": 11.877367973327637, "text": "During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.06809397726241512 }, { "score": 11.546475410461426, "text": "VerticalNet and PaperExchange shall be responsible for the sale of all advertising on the Co-Branded Sites; provided, however, that neither party shall sell advertising on the Co-Branded Sites to a competitor (as defined in 1.16 and 1.25) and provided that each party shall submit any proposed advertising for the Co-Branded Sites to the other party for its prior written approval, such approval not to be unreasonably withheld, delayed or conditioned.", "probability": 0.048910700993652384 }, { "score": 10.982320785522461, "text": "4.3.2. During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "probability": 0.02782240362196194 }, { "score": 10.843857765197754, "text": "VerticalNet shall not disclose, transfer or otherwise provide the PaperExchange Content to any third party, including, but not limited to, any PaperExchange Competitor, except as otherwise permitted under this Agreement.", "probability": 0.024224840205780362 }, { "score": 10.403654098510742, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade (a) paper pulp products through exchanges, auctions, or reverse auctions or any other e-commerce medium, (b) paper (other than finished paper-based products, including, but not limited to, books, stamps and labels) and copy paper (i) through exchanges, auctions or reverse auctions or (ii) in quantities greater than one ton through any e-commerce medium, (c) raw materials used to make paper packaging, including, but not limited to, linerboard, medium, other containerboard grades and corrugated sheet through exchanges, auctions, reverse auctions or any other e-commerce medium, or (d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1 [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "probability": 0.015598502168646911 }, { "score": 10.08515453338623, "text": "Except as set forth in Sections 4.3 [Non-Competition] and 5.8 [Non-Competition], nothing in this Agreement shall be construed as preventing either party from developing other co-branded versions of its materials, data, information and content.", "probability": 0.011343845267774077 }, { "score": 9.92913818359375, "text": "Except as set forth in Sections 4.3 [Non-Competition] or 5.8.3 [Non-Competition], nothing in this Agreement shall be construed as preventing PaperExchange from implementing PaperExchange Links on any other Site.", "probability": 0.009705172394139086 }, { "score": 9.864601135253906, "text": "5.8.3. During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.009098612519911368 }, { "score": 9.801766395568848, "text": "Except as set forth in Sections 4.3.1 [Non-Competition] and 5.8 [Non-Competition], nothing in this Agreement shall be construed as preventing VerticalNet from implementing VerticalNet Links on any other Site.\n\n 6.2. Except as set forth in Sections 4.3 [Non-Competition] or 5.8.3 [Non-Competition], nothing in this Agreement shall be construed as preventing PaperExchange from implementing PaperExchange Links on any other Site.", "probability": 0.008544494794424958 }, { "score": 9.67116641998291, "text": "Except as set forth in Sections 4.3.1 [Non-Competition] and 5.8 [Non-Competition], nothing in this Agreement shall be construed as preventing VerticalNet from implementing VerticalNet Links on any other Site.", "probability": 0.007498381642720596 }, { "score": 9.319902420043945, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead", "probability": 0.005277345453885766 }, { "score": 9.249053955078125, "text": "During the Term, VerticalNet shall not", "probability": 0.004916391130941084 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Exclusivity": [ { "score": 13.358360290527344, "text": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.27162581439809835 }, { "score": 12.917247772216797, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\").", "probability": 0.17474240507428285 }, { "score": 12.660282135009766, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\"). PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation.", "probability": 0.13514486555662386 }, { "score": 12.290178298950195, "text": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.09333950573964432 }, { "text": "", "score": 12.22958755493164, "probability": 0.08785192275775787 }, { "score": 11.776432991027832, "text": "PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation.", "probability": 0.055840428789341416 }, { "score": 11.658733367919922, "text": "During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.049640077134292575 }, { "score": 10.78469181060791, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "probability": 0.020712905433430743 }, { "score": 10.762577056884766, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\n 5.8.3. During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.02025987245059831 }, { "score": 10.703885078430176, "text": "During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.019105002747687644 }, { "score": 10.50310230255127, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "probability": 0.015629614012646023 }, { "score": 10.119771003723145, "text": "PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation.", "probability": 0.0106529425526071 }, { "score": 9.870535850524902, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead", "probability": 0.008302867996086372 }, { "score": 9.865706443786621, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\"). PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation", "probability": 0.008262866738357133 }, { "score": 9.639670372009277, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead\n\n* Confidential Treatment Requested: material has been omitted and filed separately with the Commission\n\n 11\n\n(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 0.006591200608229729 }, { "score": 9.597914695739746, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation", "probability": 0.006321647420735894 }, { "score": 9.285734176635742, "text": "In consideration of VerticalNet's agreement to enter into an exclusivity and non-competition agreement herein, in conjunction with the other obligations under this Agreement, PaperExchange shall make the following payments to VerticalNet upon the earlier of (a) December 31, 1999 and (b) the receipt by PaperExchange of an aggregate of ***** in additional funding:", "probability": 0.004626493894031746 }, { "score": 9.186365127563477, "text": "(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 0.004188866925490925 }, { "score": 9.074776649475098, "text": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement. VerticalNet shall not disclose, transfer or otherwise provide the PaperExchange Content to any third party, including, but not limited to, any PaperExchange Competitor, except as otherwise permitted under this Agreement.", "probability": 0.0037465739002236235 }, { "score": 8.981856346130371, "text": "PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation", "probability": 0.003414125869833216 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.148218154907227, "probability": 0.8366687331620052 }, { "score": 9.181227684020996, "text": "(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 0.04305325089752538 }, { "score": 8.144763946533203, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.", "probability": 0.015271280989356928 }, { "score": 8.14079475402832, "text": "PaperExchange shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion.", "probability": 0.015210786471928263 }, { "score": 7.969345569610596, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.", "probability": 0.01281422174634286 }, { "score": 7.918268203735352, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell", "probability": 0.012176139550888008 }, { "score": 7.843260765075684, "text": "During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.011296250127691063 }, { "score": 7.741539001464844, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade", "probability": 0.010203686330263959 }, { "score": 7.491942405700684, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead\n\n* Confidential Treatment Requested: material has been omitted and filed separately with the Commission\n\n 11\n\n(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 0.007949845258704222 }, { "score": 7.44323205947876, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.\n\n 4.3.2. During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "probability": 0.007571885547009815 }, { "score": 7.327889919281006, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\n 5.8.3. During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.006747013602626296 }, { "score": 7.1858720779418945, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "probability": 0.005853747979803732 }, { "score": 6.781260967254639, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "probability": 0.0039058328004613657 }, { "score": 6.701659679412842, "text": "If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser. PaperExchange shall then work with the advertiser to facilitate the Placement of the advertisement and maintain such advertisement on the agreed-upon page of the PaperExchange Site. PaperExchange shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion.", "probability": 0.0036069759628648366 }, { "score": 5.819992542266846, "text": "During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "probability": 0.0014936198463174483 }, { "score": 5.818037033081055, "text": "If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 0.0014907019129405078 }, { "score": 5.709097385406494, "text": "5.8.3. During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.0013368384276298008 }, { "score": 5.612295627593994, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.\n\n 4.3.2. During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "probability": 0.0012134962865399477 }, { "score": 5.496390342712402, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead", "probability": 0.0010806907296304733 }, { "score": 5.472332954406738, "text": "During the Term, VerticalNet shall not", "probability": 0.0010550023694703091 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Competitive Restriction Exception": [ { "score": 13.116086959838867, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.", "probability": 0.17527329627071847 }, { "score": 12.549039840698242, "text": "Except as set forth in Sections 4.3 [Non-Competition] and 5.8 [Non-Competition], nothing in this Agreement shall be construed as preventing either party from developing other co-branded versions of its materials, data, information and content.", "probability": 0.09941463433977768 }, { "score": 12.332952499389648, "text": "Except as set forth in Sections 4.3 [Non-Competition] and 5.8 [Non-Competition], nothing in this Agreement shall be construed as preventing either party from developing other co-branded versions of its materials, data, information and content.", "probability": 0.08009488451286638 }, { "score": 12.134851455688477, "text": "During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.06570078965854648 }, { "text": "", "score": 12.04761791229248, "probability": 0.06021234520722615 }, { "score": 11.875314712524414, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\n 5.8.3. During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.05068217147963485 }, { "score": 11.842988967895508, "text": "Except as set forth in Sections 4.3 [Non-Competition] or 5.8.3 [Non-Competition], nothing in this Agreement shall be construed as preventing PaperExchange from implementing PaperExchange Links on any other Site.", "probability": 0.04907002976977275 }, { "score": 11.713286399841309, "text": "Except as set forth in Sections 4.3.1 [Non-Competition] and 5.8 [Non-Competition], nothing in this Agreement shall be construed as preventing VerticalNet from implementing VerticalNet Links on any other Site.\n\n 6.2. Except as set forth in Sections 4.3 [Non-Competition] or 5.8.3 [Non-Competition], nothing in this Agreement shall be construed as preventing PaperExchange from implementing PaperExchange Links on any other Site.", "probability": 0.04310098664000382 }, { "score": 11.697771072387695, "text": "During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "probability": 0.042437421743395404 }, { "score": 11.690948486328125, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.\n\n 4.3.2. During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "probability": 0.042148874220824604 }, { "score": 11.62851333618164, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "probability": 0.03959777085230163 }, { "score": 11.555839538574219, "text": "(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 0.03682213015955698 }, { "score": 11.501058578491211, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.", "probability": 0.034859234039575596 }, { "score": 11.477005004882812, "text": "Except as set forth in Sections 4.3.1 [Non-Competition] and 5.8 [Non-Competition], nothing in this Agreement shall be construed as preventing VerticalNet from implementing VerticalNet Links on any other Site.", "probability": 0.03403074884709466 }, { "score": 11.447709083557129, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "probability": 0.03304824859950769 }, { "score": 11.35970401763916, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead\n\n* Confidential Treatment Requested: material has been omitted and filed separately with the Commission\n\n 11\n\n(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 0.030264139795617637 }, { "score": 11.264429092407227, "text": "VerticalNet shall not disclose, transfer or otherwise provide the PaperExchange Content to any third party, including, but not limited to, any PaperExchange Competitor, except as otherwise permitted under this Agreement.", "probability": 0.027513824330665966 }, { "score": 11.10815143585205, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead", "probability": 0.02353317022217153 }, { "score": 10.856414794921875, "text": "5.8.3. During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.018295850468998693 }, { "score": 10.581589698791504, "text": "VerticalNet and PaperExchange shall be responsible for the sale of all advertising on the Co-Branded Sites; provided, however, that neither party shall sell advertising on the Co-Branded Sites to a competitor (as defined in 1.16 and 1.25) and provided that each party shall submit any proposed advertising for the Co-Branded Sites to the other party for its prior written approval, such approval not to be unreasonably withheld, delayed or conditioned.", "probability": 0.013899448841742849 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.239236831665039, "probability": 0.9987746741678489 }, { "score": 5.021093368530273, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.", "probability": 0.0007322639362882624 }, { "score": 3.0733211040496826, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade (a) paper pulp products through exchanges, auctions, or reverse auctions or any other e-commerce medium, (b) paper (other than finished paper-based products, including, but not limited to, books, stamps and labels) and copy paper (i) through exchanges, auctions or reverse auctions or (ii) in quantities greater than one ton through any e-commerce medium, (c) raw materials used to make paper packaging, including, but not limited to, linerboard, medium, other containerboard grades and corrugated sheet through exchanges, auctions, reverse auctions or any other e-commerce medium, or (d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1 [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "probability": 0.00010441452072607171 }, { "score": 3.0140461921691895, "text": "During the Term, VerticalNet shall not", "probability": 9.840521900405148e-05 }, { "score": 2.697890281677246, "text": "(k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 7.173207020648454e-05 }, { "score": 2.6511001586914062, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 6.845302939697828e-05 }, { "score": 1.8971813917160034, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade", "probability": 3.2208456453726786e-05 }, { "score": 1.0190670490264893, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead\n\n* Confidential Treatment Requested: material has been omitted and filed separately with the Commission\n\n 11\n\n(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 1.3384732586376445e-05 }, { "score": 0.9606538414955139, "text": "(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 1.2625284261080439e-05 }, { "score": 0.9596403241157532, "text": "4.3.1. During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.", "probability": 1.2612494798323603e-05 }, { "score": 0.806002140045166, "text": "5.8.1. During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade (a) paper pulp products through exchanges, auctions, or reverse auctions or any other e-commerce medium, (b) paper (other than finished paper-based products, including, but not limited to, books, stamps and labels) and copy paper (i) through exchanges, auctions or reverse auctions or (ii) in quantities greater than one ton through any e-commerce medium, (c) raw materials used to make paper packaging, including, but not limited to, linerboard, medium, other containerboard grades and corrugated sheet through exchanges, auctions, reverse auctions or any other e-commerce medium, or (d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1 [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "probability": 1.0816251690016833e-05 }, { "score": 0.6307928562164307, "text": "If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 9.077878367631723e-06 }, { "score": 0.5979714393615723, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell", "probability": 8.784766031016706e-06 }, { "score": 0.5652205944061279, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall", "probability": 8.501717854003366e-06 }, { "score": 0.5547080039978027, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not", "probability": 8.41281091633821e-06 }, { "score": 0.5281229019165039, "text": "if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 8.192102259415778e-06 }, { "score": 0.49039435386657715, "text": "During the Term and for a period of four years after the termination of this Agreement,", "probability": 7.888783993421516e-06 }, { "score": 0.2924642562866211, "text": "During the Term and for a period of four years after the termination of this Agreement", "probability": 6.472172970860611e-06 }, { "score": 0.16722126305103302, "text": "9.5. Two Year Limitation. Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 5.71028487058182e-06 }, { "score": 0.10565352439880371, "text": "During the Term, VerticalNet shall", "probability": 5.369319476279288e-06 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Disparagement": [ { "text": "", "score": 11.840557098388672, "probability": 0.7905418049065701 }, { "score": 10.401509284973145, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.18747972870041196 }, { "score": 8.140265464782715, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "probability": 0.019539282097231322 }, { "score": 4.267195701599121, "text": "Any failure of the Receiving Party to respond within such five business day period shall be deemed disapproval of the advertising materials in question.", "probability": 0.0004063083774163937 }, { "score": 4.177666664123535, "text": "9.5. Two Year Limitation. Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.0003715128243800529 }, { "score": 4.046280860900879, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.\n\n 9.6. Confidentiality. In order to facilitate the resolution of controversies or claims between the parties with respect to each party hereto, such controversies or claims, including details regarding negotiations, arbitration and settlement terms, shall be treated as Confidential Information of the other party hereto in accordance with Article 10 [CONFIDENTIALITY].\n\n 9.7. Remedial Measures. In the event of (a) any material remediable breach of this Agreement by the other party which remains uncured 30 days after notice of such breach (other than a breach of a payment obligation) was received by the other party or (b) any material breach which cannot be cured, the non-breaching party may take reasonable remediable measures at the cost of the breaching party without prejudice and in addition to any other rights arising from such breach.", "probability": 0.0003257719448464894 }, { "score": 3.8167130947113037, "text": "Except", "probability": 0.0002589486591133366 }, { "score": 3.71994948387146, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof", "probability": 0.00023506597133880576 }, { "score": 3.5861573219299316, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.", "probability": 0.00020562909617042767 }, { "score": 3.1916215419769287, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later", "probability": 0.00013859254008322062 }, { "score": 2.9544639587402344, "text": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.\n\n 4.3.2. During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "probability": 0.00010933107660741736 }, { "score": 2.402834892272949, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 6.29758684319453e-05 }, { "score": 2.215427875518799, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.\n\n 9.6. Confidentiality. In order to facilitate the resolution of controversies or claims between the parties with respect to each party hereto, such controversies or claims, including details regarding negotiations, arbitration and settlement terms, shall be treated as Confidential Information of the other party hereto in accordance with Article 10 [CONFIDENTIALITY].", "probability": 5.221368344483527e-05 }, { "score": 2.2102766036987305, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "probability": 5.1945408141426104e-05 }, { "score": 2.1904234886169434, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade (a) paper pulp products through exchanges, auctions, or reverse auctions or any other e-commerce medium, (b) paper (other than finished paper-based products, including, but not limited to, books, stamps and labels) and copy paper (i) through exchanges, auctions or reverse auctions or (ii) in quantities greater than one ton through any e-commerce medium, (c) raw materials used to make paper packaging, including, but not limited to, linerboard, medium, other containerboard grades and corrugated sheet through exchanges, auctions, reverse auctions or any other e-commerce medium, or (d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1 [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "probability": 5.092429960686304e-05 }, { "score": 1.900386095046997, "text": "neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 3.810337325247825e-05 }, { "score": 1.8927128314971924, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet", "probability": 3.781211490747784e-05 }, { "score": 1.856992483139038, "text": "During the Term, VerticalNet shall not", "probability": 3.6485291366667034e-05 }, { "score": 1.715557336807251, "text": "The Receiving Party shall notify the Originating Party of its approval or disapproval of such advertising materials as soon as practicable, but in any event within five business days after Receiving Party's receipt thereof. Any failure of the Receiving Party to respond within such five business day period shall be deemed disapproval of the advertising materials in question.", "probability": 3.167330006664433e-05 }, { "score": 1.5139580965042114, "text": "During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "probability": 2.5890466612366676e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Termination For Convenience": [ { "score": 12.454590797424316, "text": "PaperExchange shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion.", "probability": 0.5345273797737785 }, { "text": "", "score": 11.834470748901367, "probability": 0.287511513287019 }, { "score": 10.680437088012695, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser. PaperExchange shall then work with the advertiser to facilitate the Placement of the advertisement and maintain such advertisement on the agreed-upon page of the PaperExchange Site. PaperExchange shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion.", "probability": 0.09067024509083063 }, { "score": 9.37913703918457, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.0246784204539741 }, { "score": 9.21262264251709, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision.", "probability": 0.02089301305033398 }, { "score": 8.995450973510742, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision.", "probability": 0.016814525572618772 }, { "score": 8.219944953918457, "text": "(k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 0.007742596609993737 }, { "score": 7.731854438781738, "text": "PaperExchange shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion", "probability": 0.004752384991610266 }, { "score": 7.081652641296387, "text": "VerticalNet shall provide notice to the Director of Online Marketing of PaperExchange of each advertiser that agrees to place an advertisement on a PaperExchange Site on the terms and conditions contained in the then current PaperExchange Advertising Policies. PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser. PaperExchange shall then work with the advertiser to facilitate the Placement of the advertisement and maintain such advertisement on the agreed-upon page of the PaperExchange Site. PaperExchange shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion.", "probability": 0.002480461912927676 }, { "score": 6.6858930587768555, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision", "probability": 0.0016697688697896993 }, { "score": 6.6786298751831055, "text": "(k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.", "probability": 0.001657684968847455 }, { "score": 6.353665351867676, "text": "If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser. PaperExchange shall then work with the advertiser to facilitate the Placement of the advertisement and maintain such advertisement on the agreed-upon page of the PaperExchange Site. PaperExchange shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion.", "probability": 0.001197765225698952 }, { "score": 6.337055683135986, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.00117803505150685 }, { "score": 6.08237361907959, "text": "if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 0.0009131690797139532 }, { "score": 5.957701206207275, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser. PaperExchange shall then work with the advertiser to facilitate the Placement of the advertisement and maintain such advertisement on the agreed-upon page of the PaperExchange Site. PaperExchange shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion", "probability": 0.0008061329199016728 }, { "score": 5.9172282218933105, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.0007741577449159937 }, { "score": 5.55026912689209, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 0.0005363658920610537 }, { "score": 5.396666049957275, "text": "VerticalNet shall provide notice to the Director of Online Marketing of PaperExchange of each advertiser that agrees to place an advertisement on a PaperExchange Site on the terms and conditions contained in the then current PaperExchange Advertising Policies. PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision.", "probability": 0.0004599940182937444 }, { "score": 5.382972717285156, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 0.00045373809713118745 }, { "score": 4.9096527099609375, "text": "VerticalNet shall provide notice to the Director of Online Marketing of PaperExchange of each advertiser that agrees to place an advertisement on a PaperExchange Site on the terms and conditions contained in the then current PaperExchange Advertising Policies. PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision.", "probability": 0.000282647389052951 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.28941535949707, "probability": 0.5068202894834749 }, { "score": 10.441851615905762, "text": "VerticalNet shall provide notice to the Director of Online Marketing of PaperExchange of each advertiser that agrees to place an advertisement on a PaperExchange Site on the terms and conditions contained in the then current PaperExchange Advertising Policies. PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 0.0798853705132858 }, { "score": 10.426116943359375, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 0.07863823771046341 }, { "score": 10.407453536987305, "text": "VerticalNet shall provide notice to the Director of Online Marketing of PaperExchange of each advertiser that agrees to place an advertisement on a PaperExchange Site on the terms and conditions contained in the then current PaperExchange Advertising Policies. PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision.", "probability": 0.07718419125979423 }, { "score": 10.391718864440918, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision.", "probability": 0.07597922799604624 }, { "score": 10.36829948425293, "text": "If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 0.07422051592481599 }, { "score": 9.99298095703125, "text": "VerticalNet shall provide notice to the Director of Online Marketing of PaperExchange of each advertiser that agrees to place an advertisement on a PaperExchange Site on the terms and conditions contained in the then current PaperExchange Advertising Policies.", "probability": 0.05099471906804921 }, { "score": 8.923978805541992, "text": "VerticalNet, in its reasonable business discretion, shall offer PaperExchange", "probability": 0.017509085684775928 }, { "score": 8.610047340393066, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision.", "probability": 0.012791596898550509 }, { "score": 7.854482650756836, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 0.006008792260751735 }, { "score": 7.467562675476074, "text": "If PaperExchange does not notify VerticalNet of its rejection of such change within five days, PaperExchange shall be deemed to have approved such change.", "probability": 0.004080843870859195 }, { "score": 7.333640098571777, "text": "If PaperExchange does not notify VerticalNet of its rejection of such change within five days, PaperExchange shall be deemed to have approved such change.", "probability": 0.003569341843448365 }, { "score": 7.258153438568115, "text": "VerticalNet shall provide notice to the Director of Online Marketing of PaperExchange of each advertiser that agrees to place an advertisement on a PaperExchange Site on the terms and conditions contained in the then current PaperExchange Advertising Policies. PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision", "probability": 0.0033098224955019962 }, { "score": 7.2424187660217285, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision", "probability": 0.003258151104618562 }, { "score": 6.50835657119751, "text": "If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 0.0015637670622394837 }, { "score": 6.130338668823242, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving", "probability": 0.0010715217040288675 }, { "score": 6.05780029296875, "text": "PaperExchange may", "probability": 0.0009965473896288636 }, { "score": 5.813608646392822, "text": "Free Gift... to first time Buyers and Sellers on Online Auction", "probability": 0.0007806329367651428 }, { "score": 5.683521270751953, "text": "VerticalNet, in its reasonable business discretion, shall offer PaperExchange", "probability": 0.000685410324216775 }, { "score": 5.633447647094727, "text": "exhibit booth space at pulp and paper industry trade shows that VerticalNet is unable to use on the same terms that VerticalNet accepted for such space.", "probability": 0.0006519344686847839 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Change Of Control": [ { "text": "", "score": 12.32889175415039, "probability": 0.500184187826912 }, { "score": 12.110553741455078, "text": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.40207490155811587 }, { "score": 10.044795989990234, "text": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party", "probability": 0.05095182824176712 }, { "score": 9.659163475036621, "text": "(k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 0.03464828145434041 }, { "score": 8.1010103225708, "text": "provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.007294312790029747 }, { "score": 6.035252571105957, "text": "provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party", "probability": 0.0009243515846900014 }, { "score": 5.777620315551758, "text": "however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.0007144122999761045 }, { "score": 5.586254119873047, "text": "if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 0.0005899831935273361 }, { "score": 5.410589218139648, "text": "Except", "probability": 0.0004949363404831282 }, { "score": 5.373656749725342, "text": "; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.00047699055068119574 }, { "score": 5.335799217224121, "text": "neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.0004592704022683996 }, { "score": 5.204827785491943, "text": "either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.00040289166987428544 }, { "score": 3.939086675643921, "text": "that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.00011362761956598744 }, { "score": 3.8350467681884766, "text": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion;", "probability": 0.0001023999986336951 }, { "score": 3.834763288497925, "text": "PaperExchange shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion.", "probability": 0.00010237097442785073 }, { "score": 3.8077056407928467, "text": "transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 9.963819468632224e-05 }, { "score": 3.7520954608917236, "text": "which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 9.424854532258048e-05 }, { "score": 3.712642192840576, "text": "No Assignment. Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 9.060252875972689e-05 }, { "score": 3.711862325668335, "text": "however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party", "probability": 9.053189836656738e-05 }, { "score": 3.708547830581665, "text": "operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 9.02323275714627e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Anti-Assignment": [ { "score": 13.939374923706055, "text": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.8195261975938682 }, { "text": "", "score": 12.19420051574707, "probability": 0.14310118357487586 }, { "score": 10.710145950317383, "text": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party", "probability": 0.03244341166109872 }, { "score": 7.573671340942383, "text": "provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.001409200866943011 }, { "score": 7.428742408752441, "text": "No Assignment. Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.0012190767994166335 }, { "score": 6.900760173797607, "text": "13.2. No Assignment. Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.0007190039809726091 }, { "score": 6.462405204772949, "text": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion;", "probability": 0.00046382713340823936 }, { "score": 6.1081862449646, "text": "neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 0.00032547737985192423 }, { "score": 5.70766019821167, "text": "Except", "probability": 0.00021805927269701503 }, { "score": 4.900866508483887, "text": "however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 9.731695503089791e-05 }, { "score": 4.57780647277832, "text": ".", "probability": 7.045070134454061e-05 }, { "score": 4.4064555168151855, "text": "either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 5.935653577330167e-05 }, { "score": 4.370347023010254, "text": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part,", "probability": 5.725149431907936e-05 }, { "score": 4.344442367553711, "text": "provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party", "probability": 5.5787458623825934e-05 }, { "score": 4.228147983551025, "text": "Except as otherwise set forth herein, neither party shall", "probability": 4.966272761056627e-05 }, { "score": 4.199512958526611, "text": "No Assignment. Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party", "probability": 4.8260802042330616e-05 }, { "score": 4.0739922523498535, "text": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such", "probability": 4.25678372110227e-05 }, { "score": 3.883192539215088, "text": "Except as otherwise set forth herein,", "probability": 3.5173721656143206e-05 }, { "score": 3.733036518096924, "text": "; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "probability": 3.0269579727882616e-05 }, { "score": 3.6715307235717773, "text": "13.2. No Assignment. Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party", "probability": 2.84639235280104e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Revenue/Profit Sharing": [ { "score": 13.344220161437988, "text": "After PaperExchange has generated PaperExchange Revenue equal to *****, PaperExchange shall pay an amount equal to ***** of the PaperExchange Revenue to VerticalNet; provided, however, that if, in any given calendar year, VerticalNet receives ***** pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****; and provided further, however, that if, in any given calendar year, VerticalNet receives", "probability": 0.0935253344126081 }, { "score": 13.212237358093262, "text": "PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue received during the Term for advertisements located on the Third Party Advertising Allocation of the PaperExchange Site.", "probability": 0.08196149407571648 }, { "score": 13.093335151672363, "text": "VerticalNet will pay PaperExchange ***** of the gross sales of the Professional e-Bookstore on Pulp and Paper Online that originated from the PaperExchange Site.", "probability": 0.07277317020332738 }, { "score": 13.079852104187012, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead\n\n* Confidential Treatment Requested: material has been omitted and filed separately with the Commission\n\n 11\n\n(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper. Online or Packaging Online, including, without limitation, the Co-Branded Sites, VerticalNet shall pay to PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising, with the exception that if such advertising is on the Co-branded Career Center, VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising.", "probability": 0.07179855127528831 }, { "score": 12.889205932617188, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead", "probability": 0.05933611408081683 }, { "score": 12.881566047668457, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead", "probability": 0.05888452025491565 }, { "score": 12.830314636230469, "text": "VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising. As used in this Section 7.2.1 [Advertising Revenue], a \"Qualified Lead\" shall mean a customer referred to VerticalNet by PaperExchange that is not, at the time of referral, a customer of VerticalNet, and which customer has agreed to place an advertisement on Pulp and Paper Online or Packaging Online on the terms and conditions contained in VerticalNet's then current advertising policies.\n\n 7.2.2. PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue received during the Term for advertisements located on the Third Party Advertising Allocation of the PaperExchange Site.", "probability": 0.05594263723575751 }, { "score": 12.824958801269531, "text": "Online or Packaging Online, including, without limitation, the Co-Branded Sites, VerticalNet shall pay to PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising, with the exception that if such advertising is on the Co-branded Career Center, VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising.", "probability": 0.055643818629312725 }, { "score": 12.767477035522461, "text": "(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper. Online or Packaging Online, including, without limitation, the Co-Branded Sites, VerticalNet shall pay to PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising, with the exception that if such advertising is on the Co-branded Career Center, VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising.", "probability": 0.05253550516958134 }, { "score": 12.684915542602539, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead\n\n* Confidential Treatment Requested: material has been omitted and filed separately with the Commission\n\n 11\n\n(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 0.048372319407113125 }, { "score": 12.652647018432617, "text": "VerticalNet will pay PaperExchange ***** of the gross sales of the Professional e-Bookstore on Pulp and Paper Online that originated from the PaperExchange Site.\n\n 7.2. Advertising Revenue.\n\n 7.2.1. During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead", "probability": 0.046836331360502234 }, { "score": 12.629987716674805, "text": "in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.04578698640490871 }, { "score": 12.525890350341797, "text": "PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue received during the Term for advertisements located on the Third Party Advertising Allocation of the PaperExchange Site.\n\n 7.2.3. If PaperExchange sells advertising to a third party on the PaperExchange Site independently from VerticalNet, PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue resulting from such advertising during the Term; provided, however, that if PaperExchange previously rejected advertising by such party when proposed by VerticalNet pursuant to Section 4.1 [Advertisements on the PaperExchange Site], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then PaperExchange shall pay ***** of the Net Advertising Revenue resulting from such advertising during the Term to VerticalNet.", "probability": 0.04126037287399454 }, { "score": 12.47347640991211, "text": "If PaperExchange sells advertising to a third party on the PaperExchange Site independently from VerticalNet, PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue resulting from such advertising during the Term; provided, however, that if PaperExchange previously rejected advertising by such party when proposed by VerticalNet pursuant to Section 4.1 [Advertisements on the PaperExchange Site], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then PaperExchange shall pay ***** of the Net Advertising Revenue resulting from such advertising during the Term to VerticalNet.", "probability": 0.039153452474173504 }, { "score": 12.375938415527344, "text": "VerticalNet will pay PaperExchange ***** of the Career Center Net Revenue.", "probability": 0.03551483902922315 }, { "score": 12.372541427612305, "text": "(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 0.035394400230625206 }, { "score": 12.237283706665039, "text": "VerticalNet will pay PaperExchange ***** of the Equipment Listings Net Revenue.", "probability": 0.030916681762809102 }, { "text": "", "score": 12.191116333007812, "probability": 0.02952178683221525 }, { "score": 12.143967628479004, "text": "VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising. As used in this Section 7.2.1 [Advertising Revenue], a \"Qualified Lead\" shall mean a customer referred to VerticalNet by PaperExchange that is not, at the time of referral, a customer of VerticalNet, and which customer has agreed to place an advertisement on Pulp and Paper Online or Packaging Online on the terms and conditions contained in VerticalNet's then current advertising policies.\n\n 7.2.2. PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue received during the Term for advertisements located on the Third Party Advertising Allocation of the PaperExchange Site.\n\n 7.2.3. If PaperExchange sells advertising to a third party on the PaperExchange Site independently from VerticalNet, PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue resulting from such advertising during the Term; provided, however, that if PaperExchange previously rejected advertising by such party when proposed by VerticalNet pursuant to Section 4.1 [Advertisements on the PaperExchange Site], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then PaperExchange shall pay ***** of the Net Advertising Revenue resulting from such advertising during the Term to VerticalNet.", "probability": 0.028162176616370913 }, { "score": 11.620168685913086, "text": "VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising.", "probability": 0.0166795076707398 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Price Restrictions": [ { "score": 12.544500350952148, "text": "It should be lower than your reserve price, if you set one.", "probability": 0.32289863302550853 }, { "text": "", "score": 12.103443145751953, "probability": 0.2077387413747888 }, { "score": 11.738821029663086, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.14426604403792193 }, { "score": 11.714645385742188, "text": "After PaperExchange has generated PaperExchange Revenue equal to *****, PaperExchange shall pay an amount equal to ***** of the PaperExchange Revenue to VerticalNet; provided, however, that if, in any given calendar year, VerticalNet receives ***** pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****; and provided further, however, that if, in any given calendar year, VerticalNet receives", "probability": 0.14082014082351943 }, { "score": 10.43989372253418, "text": "in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.039359281439512915 }, { "score": 10.375011444091797, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.036886644116498085 }, { "score": 9.938945770263672, "text": "If you set a reserve price, your item cannot be sold for less than the reserve.", "probability": 0.023849991564318832 }, { "score": 9.749835014343262, "text": "PaperExchange may", "probability": 0.019740514701769515 }, { "score": 9.379159927368164, "text": "If you set a reserve price, your item cannot be sold for less than the reserve. Please use whole dollars.", "probability": 0.013626249199880591 }, { "score": 9.0860595703125, "text": "***** in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.010164463470954763 }, { "score": 8.936103820800781, "text": "If you set a reserve price, your item cannot be sold for less than the reserve. Please use whole dollars. - -------------------------------------------------------------------------------- Bid Increments* $5 is the default, but feel free to change this to reflect your product's price using whole dollars.", "probability": 0.00874902192545845 }, { "score": 8.88216781616211, "text": "If known, this can be an incentive to buyers who then see price your lower price. - -------------------------------------------------------------------------------- Height Include feet or inches. - -------------------------------------------------------------------------------- Weight Include pounds or ounces. - -------------------------------------------------------------------------------- Quantity* This field requires only a number not each, case, etc. - -------------------------------------------------------------------------------- Starting Bid* This is the amount at which the bidding will start. It should be lower than your reserve price, if you set one.", "probability": 0.00828963475386452 }, { "score": 8.276363372802734, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.004523117489528018 }, { "score": 8.24053955078125, "text": "It should be lower than your reserve price, if you set one. Please use whole dollars. - -------------------------------------------------------------------------------- Reserve Price This is the amount you wish to receive for your product. If you set a reserve price, your item cannot be sold for less than the reserve.", "probability": 0.004363950146750502 }, { "score": 7.849947929382324, "text": "Starting Bid* This is the amount at which the bidding will start. It should be lower than your reserve price, if you set one.", "probability": 0.002952894934110916 }, { "score": 7.8382039070129395, "text": "Salary Range:", "probability": 0.002918418909800082 }, { "score": 7.680754661560059, "text": "It should be lower than your reserve price, if you set one. Please use whole dollars. - -------------------------------------------------------------------------------- Reserve Price This is the amount you wish to receive for your product. If you set a reserve price, your item cannot be sold for less than the reserve. Please use whole dollars.", "probability": 0.002493264148320143 }, { "score": 7.623839378356934, "text": "Salary Range:\n\n Additional Compensation:", "probability": 0.002355322054755712 }, { "score": 7.473855018615723, "text": "It should be lower than your reserve price, if you set one.", "probability": 0.0020272761864543387 }, { "score": 7.448436737060547, "text": "Bid Increments* $5 is the default, but feel free to change this to reflect your product's price using whole dollars.", "probability": 0.001976395696283761 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Minimum Commitment": [ { "score": 13.016498565673828, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\").", "probability": 0.5945898999234337 }, { "text": "", "score": 12.235876083374023, "probability": 0.2723939711755091 }, { "score": 11.090713500976562, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation", "probability": 0.08666818482317516 }, { "score": 9.624299049377441, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.019998802720465676 }, { "score": 8.81208324432373, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\"). PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation.", "probability": 0.008876937334330957 }, { "score": 8.066351890563965, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.004211105696550958 }, { "score": 7.854575157165527, "text": "PaperExchange may", "probability": 0.003407396519152329 }, { "score": 7.780501365661621, "text": "4.1.1. During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\").", "probability": 0.003164119203300728 }, { "score": 7.087403297424316, "text": "in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.001582137302179968 }, { "score": 6.340555191040039, "text": "(d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1 [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "probability": 0.0007497080232731611 }, { "score": 6.325159072875977, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\"). PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation", "probability": 0.0007382538312631446 }, { "score": 6.212859153747559, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site", "probability": 0.0006598336719991695 }, { "score": 5.860550880432129, "text": "(ii) in quantities greater than one ton through any e-commerce medium, (c) raw materials used to make paper packaging, including, but not limited to, linerboard, medium, other containerboard grades and corrugated sheet through exchanges, auctions, reverse auctions or any other e-commerce medium, or (d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1 [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "probability": 0.0004639048737889153 }, { "score": 5.8547163009643555, "text": "4.1.1. During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation", "probability": 0.00046120606480119845 }, { "score": 5.827037811279297, "text": "the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.000448615623477296 }, { "score": 5.7143707275390625, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.0004008147557871268 }, { "score": 5.464670658111572, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\"). PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation.\n\n 4.1.2. VerticalNet will use reasonable efforts to sell advertisements on the PaperExchange Site.", "probability": 0.00031224848449703385 }, { "score": 5.448550224304199, "text": "During", "probability": 0.00030725525809047194 }, { "score": 5.4054856300354, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or", "probability": 0.000294304300397766 }, { "score": 5.324098110198975, "text": "***** in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.00027130041452613573 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Volume Restriction": [ { "score": 12.798117637634277, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.2679939358483961 }, { "score": 12.207152366638184, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.1484130228337431 }, { "text": "", "score": 12.136363983154297, "probability": 0.1382703322553261 }, { "score": 11.831099510192871, "text": "PaperExchange may", "probability": 0.10189534176360848 }, { "score": 11.795631408691406, "text": "Uses a refrigerated coolant for maximal cooling efficiency (cooling rates up to 2.7(degrees)C per sec.).", "probability": 0.09834464784476639 }, { "score": 11.551128387451172, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\").", "probability": 0.07701306652911442 }, { "score": 10.95992374420166, "text": "Uses a refrigerated coolant for maximal cooling efficiency (cooling rates up to 2.7(degrees)C per sec.).", "probability": 0.04263904826592102 }, { "score": 10.805809020996094, "text": "in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.036549069813953755 }, { "score": 10.175336837768555, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\").", "probability": 0.019456545693470186 }, { "score": 9.763622283935547, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.01289022148012133 }, { "score": 9.64993667602539, "text": "***** in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.011505019187218342 }, { "score": 9.309379577636719, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.008184370450405385 }, { "score": 9.172657012939453, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.007138507551691314 }, { "score": 9.027647972106934, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation", "probability": 0.00617491234515167 }, { "score": 8.933326721191406, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.005619110831656941 }, { "score": 8.918469429016113, "text": "(d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1 [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "probability": 0.005536243179067719 }, { "score": 8.817949295043945, "text": "(ii) in quantities greater than one ton through any e-commerce medium, (c) raw materials used to make paper packaging, including, but not limited to, linerboard, medium, other containerboard grades and corrugated sheet through exchanges, auctions, reverse auctions or any other e-commerce medium, or (d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1 [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "probability": 0.0050067951021575295 }, { "score": 8.279899597167969, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site,", "probability": 0.002923397047028759 }, { "score": 8.114105224609375, "text": "\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.002476761697538531 }, { "score": 7.885009288787842, "text": "Uses a refrigerated coolant for maximal cooling efficiency (cooling rates up to 2.7(degrees)C per sec.). Operates from 10", "probability": 0.0019696502796628873 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.30074691772461, "probability": 0.9862500767384532 }, { "score": 7.005731105804443, "text": "Except for the express rights granted to PaperExchange under this Agreement, PaperExchange acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in PaperExchange any right of ownership or license rights in VerticalNet's Intellectual Property.", "probability": 0.004947558081782604 }, { "score": 6.487834930419922, "text": "Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property.", "probability": 0.002947619698148573 }, { "score": 5.387298583984375, "text": "Except for the express rights granted to PaperExchange under this Agreement, PaperExchange acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in PaperExchange any right of ownership or license rights in VerticalNet's Intellectual Property", "probability": 0.0009806512533722933 }, { "score": 5.34491491317749, "text": "Except for the express rights granted to PaperExchange under this Agreement, PaperExchange acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in PaperExchange any right of ownership or license rights in VerticalNet's Intellectual Property. In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.\n\n 6.6. Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property.", "probability": 0.0009399561492138513 }, { "score": 5.315475940704346, "text": "Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property", "probability": 0.0009126881463012464 }, { "score": 5.0450520515441895, "text": "Except for the express rights granted to PaperExchange under this Agreement, PaperExchange acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in PaperExchange any right of ownership or license rights in VerticalNet's Intellectual Property. In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.\n\n 6.6. Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property", "probability": 0.0006964321429974756 }, { "score": 4.3944854736328125, "text": "PaperExchange may", "probability": 0.00036336352697149884 }, { "score": 4.230495452880859, "text": "VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.00030840497219367303 }, { "score": 4.077192783355713, "text": "PaperExchange may", "probability": 0.00026457138317913145 }, { "score": 4.009971618652344, "text": "VerticalNet shall provide or make available to PaperExchange, for use in accordance with the provisions of this Agreement, (a) the full text of all original content (headlines, feature articles, columns and case studies) created from time to time by the Managing Editor of Pulp and Paper Online, and (b) the content created from time to time by guest columnists for Pulp and Paper Online, to the extent such columnists have approved the provision of such content by VerticalNet to PaperExchange. VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.00024737117213786806 }, { "score": 3.864558696746826, "text": "(I) the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party", "probability": 0.00021389323913092128 }, { "score": 3.6108202934265137, "text": "Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property.", "probability": 0.00016595864065836982 }, { "score": 3.3620941638946533, "text": "Except for the express rights granted to PaperExchange under this Agreement, PaperExchange acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in PaperExchange any right of ownership or license rights in VerticalNet's Intellectual Property. In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.", "probability": 0.0001294134703422314 }, { "score": 3.334907293319702, "text": "Any listings placed on the Co-Branded Sites (or other VerticalNet Site as permitted in this Section 2.2 [CO-BRANDED CAREER CENTER AND CO-BRANDED ...]) by a user that entered the Co-Branded Site or permitted VerticalNet Site, as applicable, from a PaperExchange Site or from a Link to Pulp and Paper Online jointly placed by VerticalNet and PaperExchange, or placed solely by PaperExchange, on a third party's Site shall be treated as \"PaperExchange Content\" for all purposes of this Agreement.", "probability": 0.0001259425190122168 }, { "score": 3.3109569549560547, "text": "Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property", "probability": 0.00012296198790444287 }, { "score": 3.158555030822754, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.00010558046272153988 }, { "score": 3.126896381378174, "text": "(i) VerticalNet shall retain ownership of the URLs at which the Co-Branded Sites are located, (I) the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party", "probability": 0.00010229028397126214 }, { "score": 3.1114373207092285, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.0001007211323206545 }, { "score": 2.8104846477508545, "text": "(I) the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party (k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 7.45449991871925e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.233445167541504, "probability": 0.9719345991296063 }, { "score": 8.182208061218262, "text": "Any listings placed on the Co-Branded Sites (or other VerticalNet Site as permitted in this Section 2.2 [CO-BRANDED CAREER CENTER AND CO-BRANDED ...]) by a user that entered the Co-Branded Site or permitted VerticalNet Site, as applicable, from a PaperExchange Site or from a Link to Pulp and Paper Online jointly placed by VerticalNet and PaperExchange, or placed solely by PaperExchange, on a third party's Site shall be treated as \"PaperExchange Content\" for all purposes of this Agreement.", "probability": 0.016912473236505413 }, { "score": 7.2766900062561035, "text": "Co-Branded URLs shall mean the mutually agreed-upon URLs which shall be registered jointly by VerticalNet and PaperExchange and shall route users through to the Co-Branded Sites.", "probability": 0.006838260292385397 }, { "score": 6.405844211578369, "text": "Co-Branded URLs shall mean the mutually agreed-upon URLs which shall be registered jointly by VerticalNet and PaperExchange and shall route users through to the Co-Branded Sites.", "probability": 0.00286247765113892 }, { "score": 4.336860656738281, "text": "Any listings placed on the Co-Branded Sites (or other VerticalNet Site as permitted in this Section 2.2 [CO-BRANDED CAREER CENTER AND CO-BRANDED ...]) by a user that entered the Co-Branded Site or permitted VerticalNet Site, as applicable, from a PaperExchange Site or from a Link to Pulp and Paper Online jointly placed by VerticalNet and PaperExchange, or placed solely by PaperExchange, on a third party's Site shall be treated as \"PaperExchange Content\" for all purposes of this Agreement", "probability": 0.000361571310713528 }, { "score": 3.8372554779052734, "text": "in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.00021939068861047027 }, { "score": 3.7411320209503174, "text": "Any listings placed on the Co-Branded Sites (or other VerticalNet Site as permitted in this Section 2.2 [CO-BRANDED CAREER CENTER AND CO-BRANDED ...]) by a user that entered the Co-Branded Site or permitted VerticalNet Site, as applicable, from a PaperExchange Site or from a Link to Pulp and Paper Online jointly placed by VerticalNet and PaperExchange,", "probability": 0.00019928394155578312 }, { "score": 3.225557804107666, "text": "Co-Branded URLs shall mean the mutually agreed-upon URLs which shall be registered jointly by VerticalNet and PaperExchange and shall route users through to the Co-Branded Sites", "probability": 0.00011900391989926035 }, { "score": 3.0770604610443115, "text": "PaperExchange may", "probability": 0.00010258165235906911 }, { "score": 2.9395077228546143, "text": "Any", "probability": 8.939871885947654e-05 }, { "score": 2.6811842918395996, "text": "(I) the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party", "probability": 6.904668849496166e-05 }, { "score": 2.643857479095459, "text": "Any listings placed on the Co-Branded Sites (or other VerticalNet Site as permitted in this Section 2.2 [CO-BRANDED CAREER CENTER AND CO-BRANDED", "probability": 6.651690380300284e-05 }, { "score": 2.0540475845336914, "text": "Any listings placed on the Co-Branded Sites (or other VerticalNet Site as permitted in this Section 2.2 [CO-BRANDED CAREER CENTER AND CO-BRANDED ...]) by a user that entered the Co-Branded Site or permitted VerticalNet Site, as applicable, from a PaperExchange Site or from a Link to Pulp and Paper Online jointly placed by VerticalNet and PaperExchange, or placed solely by PaperExchange, on a third party's Site shall be treated as \"PaperExchange Content\" for all purposes of this Agreement. VerticalNet shall be responsible for, and shall have sole control of, all credit, billing and collection in connection with the PaperExchange Content. PaperExchange shall have no authority to make collections on behalf of VerticalNet.\n\n 2.3. PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 3.687914493370888e-05 }, { "score": 2.0151352882385254, "text": "(I) the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party (k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 3.547165465181677e-05 }, { "score": 1.855147123336792, "text": "Co-Branded URLs shall mean the mutually agreed-upon URLs which shall be registered jointly by VerticalNet and PaperExchange and shall route users through to the Co-Branded Sites", "probability": 3.02273079369429e-05 }, { "score": 1.812643051147461, "text": "Any listings placed on the Co-Branded Sites (or other VerticalNet Site as permitted in this Section 2.2 [CO-BRANDED CAREER CENTER AND CO-BRANDED ...]) by a user that entered the Co-Branded Site or permitted VerticalNet Site, as applicable, from a PaperExchange Site or from a Link to Pulp and Paper Online jointly placed by VerticalNet and PaperExchange, or placed solely by PaperExchange, on a third party's Site shall be treated as \"PaperExchange Content\" for all purposes of this Agreement. VerticalNet shall be responsible for, and shall have sole control of, all credit, billing and collection in connection with the PaperExchange Content.", "probability": 2.896944575582359e-05 }, { "score": 1.7108523845672607, "text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead", "probability": 2.616574240405856e-05 }, { "score": 1.5943748950958252, "text": "Co-Branded Sites shall mean the Co-Branded Career Center and the Co-Branded Equipment Listings.\n\n 1.6. Co-Branded URLs shall mean the mutually agreed-upon URLs which shall be registered jointly by VerticalNet and PaperExchange and shall route users through to the Co-Branded Sites.", "probability": 2.3288822487154374e-05 }, { "score": 1.580194354057312, "text": "***** in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 2.2960904903511532e-05 }, { "score": 1.5113258361816406, "text": "(i) VerticalNet shall retain ownership of the URLs at which the Co-Branded Sites are located, (I) the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party", "probability": 2.1432842995660654e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__License Grant": [ { "score": 12.554227828979492, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "probability": 0.18666235702141326 }, { "score": 12.526546478271484, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.1815661511959558 }, { "score": 12.345279693603516, "text": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "probability": 0.15146480262247294 }, { "score": 12.117158889770508, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.12057023765227402 }, { "score": 11.990427017211914, "text": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.10621874455579143 }, { "text": "", "score": 11.917274475097656, "probability": 0.09872597208615667 }, { "score": 11.507453918457031, "text": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.06553127416692203 }, { "score": 10.89096736907959, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.035376259073345 }, { "score": 9.944795608520508, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.01373392689070398 }, { "score": 9.765130043029785, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.01147537713795866 }, { "score": 9.123010635375977, "text": "Any listings placed on the Co-Branded Sites (or other VerticalNet Site as permitted in this Section 2.2 [CO-BRANDED CAREER CENTER AND CO-BRANDED ...]) by a user that entered the Co-Branded Site or permitted VerticalNet Site, as applicable, from a PaperExchange Site or from a Link to Pulp and Paper Online jointly placed by VerticalNet and PaperExchange, or placed solely by PaperExchange, on a third party's Site shall be treated as \"PaperExchange Content\" for all purposes of this Agreement. VerticalNet shall be responsible for, and shall have sole control of, all credit, billing and collection in connection with the PaperExchange Content. PaperExchange shall have no authority to make collections on behalf of VerticalNet.\n\n 2.3. PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.006038068728053663 }, { "score": 8.972733497619629, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement", "probability": 0.005195573827222746 }, { "score": 8.613693237304688, "text": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link", "probability": 0.003628309421665286 }, { "score": 8.387386322021484, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.002893479914606585 }, { "score": 8.324747085571289, "text": "VerticalNet shall provide or make available to PaperExchange, for use in accordance with the provisions of this Agreement, (a) the full text of all original content (headlines, feature articles, columns and case studies) created from time to time by the Managing Editor of Pulp and Paper Online, and (b) the content created from time to time by guest columnists for Pulp and Paper Online, to the extent such columnists have approved the provision of such content by VerticalNet to PaperExchange. VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.00271779438638125 }, { "score": 8.03199291229248, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link", "probability": 0.002028033269599372 }, { "score": 7.98763370513916, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "probability": 0.0019400374627195128 }, { "score": 7.691281795501709, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement", "probability": 0.0014424677670216482 }, { "score": 7.686995506286621, "text": "During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.0014362981647843167 }, { "score": 7.628605842590332, "text": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement", "probability": 0.0013548346549518663 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Transferable License": [ { "score": 13.260278701782227, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.3141736172098839 }, { "score": 13.223637580871582, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "probability": 0.3028702915742512 }, { "score": 12.174915313720703, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.1061212561311182 }, { "text": "", "score": 12.070751190185547, "probability": 0.09562346527036193 }, { "score": 11.175153732299805, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "probability": 0.03904913733201006 }, { "score": 10.935430526733398, "text": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "probability": 0.030725642885976193 }, { "score": 10.87575912475586, "text": "VerticalNet shall not disclose, transfer or otherwise provide the PaperExchange Content to any third party, including, but not limited to, any PaperExchange Competitor, except as otherwise permitted under this Agreement.", "probability": 0.02894583072175531 }, { "score": 10.867180824279785, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link. VerticalNet shall furnish PaperExchange with a full color representation of each VerticalNet Link at least two days prior to its scheduled placement on a page of the PaperExchange Site. If VerticalNet subsequently modifies any VerticalNet Link or the URL associated with such VerticalNet Link, it shall furnish a representation of same to PaperExchange, which PaperExchange shall substitute for the prior version within two days after receipt thereof. VerticalNet shall have final approval over all VerticalNet Links on the PaperExchange Site.\n\n 6.4. PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "probability": 0.028698586671337605 }, { "score": 10.263898849487305, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement", "probability": 0.015698511545792257 }, { "score": 9.585193634033203, "text": "PaperExchange may", "probability": 0.007963436966722843 }, { "score": 9.462692260742188, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site,", "probability": 0.0070452900328647735 }, { "score": 9.135394096374512, "text": "During the Term, VerticalNet will not disclose, transfer or otherwise provide the VerticalNet Content and/or the VerticalNet Archived Content to any PaperExchange Competitor.", "probability": 0.005078729585633659 }, { "score": 9.126381874084473, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link", "probability": 0.005033164575058241 }, { "score": 8.59088134765625, "text": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link", "probability": 0.0029462948562910185 }, { "score": 8.52263069152832, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link. VerticalNet shall furnish PaperExchange with a full color representation of each VerticalNet Link at least two days prior to its scheduled placement on a page of the PaperExchange Site. If VerticalNet subsequently modifies any VerticalNet Link or the URL associated with such VerticalNet Link, it shall furnish a representation of same to PaperExchange, which PaperExchange shall substitute for the prior version within two days after receipt thereof. VerticalNet shall have final approval over all VerticalNet Links on the PaperExchange Site.\n\n 6.4. PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link", "probability": 0.002751916956431249 }, { "score": 8.19373607635498, "text": "VerticalNet shall not disclose, transfer or otherwise provide the PaperExchange Content to any third party, including, but not limited to, any PaperExchange Competitor, except as otherwise permitted under this Agreement.", "probability": 0.0019806065352421286 }, { "score": 7.91640567779541, "text": "PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.0015009117100485243 }, { "score": 7.910731315612793, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link", "probability": 0.0014924191112296815 }, { "score": 7.672968864440918, "text": "PaperExchange may", "probability": 0.0011766082284217854 }, { "score": 7.627477645874023, "text": "VerticalNet shall provide or make available to PaperExchange, for use in accordance with the provisions of this Agreement, (a) the full text of all original content (headlines, feature articles, columns and case studies) created from time to time by the Managing Editor of Pulp and Paper Online, and (b) the content created from time to time by guest columnists for Pulp and Paper Online, to the extent such columnists have approved the provision of such content by VerticalNet to PaperExchange. VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.0011242820995691761 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.193389892578125, "probability": 0.43696918528680584 }, { "score": 11.468432426452637, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "probability": 0.211643914155051 }, { "score": 10.729305267333984, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.10106643300558013 }, { "score": 10.15452766418457, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.05688322316824769 }, { "score": 9.881268501281738, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.04328219229818481 }, { "score": 9.691186904907227, "text": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.035789683830484954 }, { "score": 9.13425350189209, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.0205061796632361 }, { "score": 9.010626792907715, "text": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.0181215090621206 }, { "score": 8.908626556396484, "text": "Any listings placed on the Co-Branded Sites (or other VerticalNet Site as permitted in this Section 2.2 [CO-BRANDED CAREER CENTER AND CO-BRANDED ...]) by a user that entered the Co-Branded Site or permitted VerticalNet Site, as applicable, from a PaperExchange Site or from a Link to Pulp and Paper Online jointly placed by VerticalNet and PaperExchange, or placed solely by PaperExchange, on a third party's Site shall be treated as \"PaperExchange Content\" for all purposes of this Agreement. VerticalNet shall be responsible for, and shall have sole control of, all credit, billing and collection in connection with the PaperExchange Content. PaperExchange shall have no authority to make collections on behalf of VerticalNet.\n\n 2.3. PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.016364254333599868 }, { "score": 8.470489501953125, "text": "the rights and licenses granted herein and otherwise perform this Agreement;", "probability": 0.010558828005238802 }, { "score": 8.23880672454834, "text": "PaperExchange may", "probability": 0.008375238126834005 }, { "score": 8.197298049926758, "text": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "probability": 0.008034709431938614 }, { "score": 7.965547561645508, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.006372681556326891 }, { "score": 7.559812545776367, "text": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "probability": 0.0042473078348141905 }, { "score": 7.551955223083496, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "probability": 0.0042140661329906496 }, { "score": 7.531551361083984, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement", "probability": 0.004128954168327183 }, { "score": 7.512382507324219, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link. VerticalNet shall furnish PaperExchange with a full color representation of each VerticalNet Link at least two days prior to its scheduled placement on a page of the PaperExchange Site. If VerticalNet subsequently modifies any VerticalNet Link or the URL associated with such VerticalNet Link, it shall furnish a representation of same to PaperExchange, which PaperExchange shall substitute for the prior version within two days after receipt thereof. VerticalNet shall have final approval over all VerticalNet Links on the PaperExchange Site.\n\n 6.4. PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "probability": 0.0040505606074740935 }, { "score": 7.417078971862793, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link", "probability": 0.0036823522917064674 }, { "score": 7.322437286376953, "text": "During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.003349831587517157 }, { "score": 6.9717206954956055, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "probability": 0.0023588954535207858 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.266727447509766, "probability": 0.9254896145424856 }, { "score": 8.713296890258789, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.026493312780558376 }, { "score": 8.559778213500977, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.022722910223789305 }, { "score": 8.04493236541748, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "probability": 0.013579045444720663 }, { "score": 7.259992599487305, "text": "PaperExchange may", "probability": 0.006194043239976431 }, { "score": 5.8909783363342285, "text": "During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "probability": 0.0015755017599981406 }, { "score": 5.309173107147217, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement", "probability": 0.0008805298681037481 }, { "score": 4.7791643142700195, "text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "probability": 0.0005182796991263091 }, { "score": 4.36846399307251, "text": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "probability": 0.0003437156562984161 }, { "score": 4.174042224884033, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade", "probability": 0.0002829847379973494 }, { "score": 4.080379486083984, "text": "VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.0002576830208075662 }, { "score": 4.0552496910095215, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link", "probability": 0.0002512881862693863 }, { "score": 4.0548295974731445, "text": "PaperExchange may", "probability": 0.00025118264389695303 }, { "score": 3.9542360305786133, "text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell", "probability": 0.00022714458942871076 }, { "score": 3.926860809326172, "text": "VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.0002210107960640531 }, { "score": 3.884810447692871, "text": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.00021190990112861786 }, { "score": 3.8035776615142822, "text": "VerticalNet, in its reasonable business discretion, shall provide to PaperExchange co-sponsorship opportunities for discussion groups and USENET forums.", "probability": 0.00019537648773541738 }, { "score": 3.3203537464141846, "text": "VerticalNet shall provide or make available to PaperExchange, for use in accordance with the provisions of this Agreement, (a) the full text of all original content (headlines, feature articles, columns and case studies) created from time to time by the Managing Editor of Pulp and Paper Online, and (b) the content created from time to time by guest columnists for Pulp and Paper Online, to the extent such columnists have approved the provision of such content by VerticalNet to PaperExchange. VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.00012050659580228995 }, { "score": 3.166834831237793, "text": "VerticalNet shall provide or make available to PaperExchange, for use in accordance with the provisions of this Agreement, (a) the full text of all original content (headlines, feature articles, columns and case studies) created from time to time by the Managing Editor of Pulp and Paper Online, and (b) the content created from time to time by guest columnists for Pulp and Paper Online, to the extent such columnists have approved the provision of such content by VerticalNet to PaperExchange. VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.0001033566442829757 }, { "score": 2.918187379837036, "text": "VerticalNet, in its reasonable business discretion, shall provide to PaperExchange co-sponsorship opportunities for discussion groups and USENET forums.\n\n 5.8. Non-Competition.\n\n 8\n\n 5.8.1. During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade", "probability": 8.060318152948005e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": [ { "score": 12.844030380249023, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.483193077349593 }, { "text": "", "score": 11.887269973754883, "probability": 0.18561152481759366 }, { "score": 11.202913284301758, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.09362516684515677 }, { "score": 11.064655303955078, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.08153572302571335 }, { "score": 10.366559982299805, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.0405666346419823 }, { "score": 10.228302955627441, "text": "PaperExchange may", "probability": 0.035328460841383864 }, { "score": 9.590744018554688, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.018673958470652622 }, { "score": 9.521727561950684, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.017428616845126654 }, { "score": 9.344646453857422, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "probability": 0.01460015862599152 }, { "score": 8.504934310913086, "text": "produce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.006304856758886926 }, { "score": 8.094267845153809, "text": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "probability": 0.0041814320549661 }, { "score": 8.070280075073242, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site,", "probability": 0.004082322287754436 }, { "score": 7.888258934020996, "text": "\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.0034029573882207224 }, { "score": 7.880610466003418, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.003377029259102375 }, { "score": 7.742353439331055, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.002940969764766662 }, { "score": 7.1608567237854, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.0016441814529388203 }, { "score": 6.71546745300293, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.\n\n 3.3. PaperExchange shall place a VerticalNet Link in a mutually agreeable location and size on each page of the PaperExchange Site that contains all or a portion of the VerticalNet Content.", "probability": 0.001053221321148901 }, { "score": 6.526900768280029, "text": "ce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.0008722202627019447 }, { "score": 6.429162502288818, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site,", "probability": 0.0007910045507113053 }, { "score": 6.423430442810059, "text": "VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.0007864834356079968 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.187597274780273, "probability": 0.9507845365457336 }, { "score": 8.166767120361328, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "probability": 0.0170552370907009 }, { "score": 7.840473175048828, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.012306940505737237 }, { "score": 7.429213523864746, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 0.008157222415833726 }, { "score": 6.7905073165893555, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.004306810097644009 }, { "score": 5.844892501831055, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site,", "probability": 0.0016729402361125333 }, { "score": 5.634614944458008, "text": "the rights and licenses granted herein and otherwise perform this Agreement;", "probability": 0.0013556826678980409 }, { "score": 5.370168685913086, "text": "PaperExchange may", "probability": 0.001040663908317625 }, { "score": 5.039603233337402, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.0007477350539417143 }, { "score": 4.998091220855713, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement", "probability": 0.000717330510039131 }, { "score": 4.5660576820373535, "text": "PaperExchange may", "probability": 0.00046568207461131477 }, { "score": 4.358399868011475, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link", "probability": 0.00037835970510540645 }, { "score": 3.7858481407165527, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site,", "probability": 0.00021342673595291708 }, { "score": 3.7479114532470703, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site,", "probability": 0.00020548168978797227 }, { "score": 3.5817437171936035, "text": "6.3. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "probability": 0.00017402329910013096 }, { "score": 3.0804367065429688, "text": "VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 0.00010541260094023965 }, { "score": 3.0718891620635986, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site,", "probability": 0.00010451542184647916 }, { "score": 2.8394477367401123, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 8.283852348490943e-05 }, { "score": 2.6691770553588867, "text": "VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 6.986903291684906e-05 }, { "score": 2.4351806640625, "text": "3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "probability": 5.529188429560862e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Source Code Escrow": [ { "text": "", "score": 12.311197280883789, "probability": 0.9998518693586851 }, { "score": 2.9090356826782227, "text": "PaperExchange may", "probability": 8.253321498083561e-05 }, { "score": 1.5379149913787842, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 2.0948774051872424e-05 }, { "score": 0.7105416655540466, "text": "(k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 9.158723389553877e-06 }, { "score": 0.6927019357681274, "text": "PaperExchange may", "probability": 8.996783020167082e-06 }, { "score": -0.005925297737121582, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving", "probability": 4.4738075087774026e-06 }, { "score": -0.22326648235321045, "text": "VerticalNet shall provide or make available to PaperExchange, for use in accordance with the provisions of this Agreement, (a) the full text of all original content (headlines, feature articles, columns and case studies) created from time to time by the Managing Editor of Pulp and Paper Online, and (b) the content created from time to time by guest columnists for Pulp and Paper Online, to the extent such columnists have approved the provision of such content by VerticalNet to PaperExchange. VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 3.599873309774562e-06 }, { "score": -0.38875114917755127, "text": "3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 3.0508309199574696e-06 }, { "score": -0.4125713109970093, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 2.9790183231066057e-06 }, { "score": -0.5186854600906372, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 2.6790966729599286e-06 }, { "score": -0.655295729637146, "text": "VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 2.3370031555898423e-06 }, { "score": -1.1604441404342651, "text": "3.1. VerticalNet shall provide or make available to PaperExchange, for use in accordance with the provisions of this Agreement, (a) the full text of all original content (headlines, feature articles, columns and case studies) created from time to time by the Managing Editor of Pulp and Paper Online, and (b) the content created from time to time by guest columnists for Pulp and Paper Online, to the extent such columnists have approved the provision of such content by VerticalNet to PaperExchange. VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 1.4101851319585665e-06 }, { "score": -1.2296772003173828, "text": "(k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination,", "probability": 1.3158566983588e-06 }, { "score": -1.4094382524490356, "text": "Upon termination of this Agreement,", "probability": 1.09935856062767e-06 }, { "score": -1.6943846940994263, "text": "may", "probability": 8.267775878573633e-07 }, { "score": -1.93007230758667, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\npayment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid.", "probability": 6.531769723401996e-07 }, { "score": -1.9593335390090942, "text": "5.1.1. During the Term, PaperExchange shall use commercially reasonable efforts to expand its presence at major national and international pulp and paper industry trade shows and conventions, including booth exhibitions, attendance by industry veteran sales force from all the major paper grades and industry panel sponsorships, when available. PaperExchange, in its reasonable business discretion, shall actively engage in co-branded activities with VerticalNet at PaperExchange's booth exhibitions and shall maintain an open invitation policy for VerticalNet to send its own sales force to co-locate, subject to Section 5.1.3 [Trade Shows and Conventions], with PaperExchange at its trade show booths.\n\n 5.1.2. VerticalNet, in its reasonable business discretion, shall offer PaperExchange", "probability": 6.343411336588771e-07 }, { "score": -2.180309772491455, "text": "(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper.", "probability": 5.085739547367479e-07 }, { "score": -2.1839983463287354, "text": "PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation.", "probability": 5.067014976241301e-07 }, { "score": -2.3751373291015625, "text": "3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 4.1854444514223755e-07 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Post-Termination Services": [ { "text": "", "score": 12.390314102172852, "probability": 0.7338927435130874 }, { "score": 10.23449993133545, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.08499128493826644 }, { "score": 9.523002624511719, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "probability": 0.041722953218814994 }, { "score": 9.10241413116455, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 0.02739780555422377 }, { "score": 9.090381622314453, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving", "probability": 0.027070116629952 }, { "score": 9.00404167175293, "text": "(k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 0.024830940131086325 }, { "score": 8.101361274719238, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.010068483146786577 }, { "score": 7.894510269165039, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2", "probability": 0.008187094384627185 }, { "score": 7.68935489654541, "text": "[Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "probability": 0.006668558277778893 }, { "score": 7.310999870300293, "text": "[Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days", "probability": 0.004567877523086774 }, { "score": 7.268766403198242, "text": "[Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 0.004378977251763784 }, { "score": 7.221561908721924, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.004177072734596991 }, { "score": 7.1352996826171875, "text": "[Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "probability": 0.0038318529010375525 }, { "score": 6.910741329193115, "text": "Upon termination of this Agreement,", "probability": 0.0030611483365627595 }, { "score": 6.801901340484619, "text": "Upon termination of this Agreement, (a) each party's liability for any charges, payments or expenses due to the other party that accrued prior to the date of termination shall not be extinguished by termination, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the termination date;", "probability": 0.0027454640959807017 }, { "score": 6.800998210906982, "text": "PaperExchange may", "probability": 0.0027429857054736247 }, { "score": 6.75694465637207, "text": "[Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days", "probability": 0.0026247704540199625 }, { "score": 6.7147111892700195, "text": "[Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 0.0025162255448320553 }, { "score": 6.621292591094971, "text": "(k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination,", "probability": 0.002291808813924545 }, { "score": 6.594776153564453, "text": "Upon termination of this Agreement,", "probability": 0.0022318368440977067 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Audit Rights": [ { "score": 13.139612197875977, "text": "The Auditing Party shall give reasonable advance written notice to the Audited Party, and each audit shall be conducted during normal business hours and in a manner that does not cause unreasonable disruption to the conduct of business by the Audited Party.", "probability": 0.1956234618306596 }, { "score": 12.822970390319824, "text": "The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month period.", "probability": 0.14252962756873355 }, { "score": 12.393988609313965, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving", "probability": 0.09281127310649298 }, { "score": 12.393224716186523, "text": "payment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month period.", "probability": 0.09274040228513081 }, { "score": 12.363103866577148, "text": "payment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid.", "probability": 0.08998863342874727 }, { "text": "", "score": 12.303583145141602, "probability": 0.08478873107345192 }, { "score": 12.263880729675293, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\npayment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month period.", "probability": 0.08148836344332912 }, { "score": 12.233760833740234, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\npayment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid.", "probability": 0.07907053753537929 }, { "score": 11.935089111328125, "text": "payment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid", "probability": 0.058654752999124204 }, { "score": 11.805745124816895, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\npayment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid", "probability": 0.05153826932275086 }, { "score": 10.29616641998291, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving", "probability": 0.011390115530094893 }, { "score": 9.690130233764648, "text": "The Auditing Party shall give reasonable advance written notice to the Audited Party, and each audit shall be conducted during normal business hours and in a manner that does not cause unreasonable disruption to the conduct of business by the Audited Party", "probability": 0.006213409221687838 }, { "score": 9.680522918701172, "text": "If the amount owed by' the Audited Party to the Auditing Party was underpaid in excess of 10% of the amount owed, the fees of such audit shall also be paid to the Auditing Party within 15 days of notice of such to the Audited Party. If the amount owed by the Audited Party to the Auditing Party was overpaid, the Auditing Party shall return the excess amount paid to the Auditing Party within 15 days of notice of such underpayment to the Auditing Party. The Auditing Party shall give reasonable advance written notice to the Audited Party, and each audit shall be conducted during normal business hours and in a manner that does not cause unreasonable disruption to the conduct of business by the Audited Party.", "probability": 0.006154000875975081 }, { "score": 8.620769500732422, "text": "The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month period", "probability": 0.00213261516000681 }, { "score": 8.191023826599121, "text": "payment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month period", "probability": 0.0013876384246006878 }, { "score": 8.06167984008789, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\npayment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month period", "probability": 0.0012192785612912872 }, { "score": 7.760890007019043, "text": "The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month period. If the amount owed by the Audited Party to the Auditing Party was underpaid, the Audited Party shall pay the additional amount owed and all accrued interest thereon to the Auditing Party within 15 days of notice of such underpayment to the Audited Party.", "probability": 0.0009025506283625414 }, { "score": 7.331143856048584, "text": "payment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month period. If the amount owed by the Audited Party to the Auditing Party was underpaid, the Audited Party shall pay the additional amount owed and all accrued interest thereon to the Auditing Party within 15 days of notice of such underpayment to the Audited Party.", "probability": 0.0005872664502966398 }, { "score": 7.201800346374512, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\npayment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month period. If the amount owed by the Audited Party to the Auditing Party was underpaid, the Audited Party shall pay the additional amount owed and all accrued interest thereon to the Auditing Party within 15 days of notice of such underpayment to the Audited Party.", "probability": 0.0005160146341822463 }, { "score": 6.528039455413818, "text": "each audit shall be conducted during normal business hours and in a manner that does not cause unreasonable disruption to the conduct of business by the Audited Party.", "probability": 0.0002630579197024882 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Uncapped Liability": [ { "score": 13.697487831115723, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "probability": 0.5315029258588264 }, { "score": 13.17902660369873, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.3164760208662537 }, { "text": "", "score": 12.417362213134766, "probability": 0.1477590763260673 }, { "score": 7.75067663192749, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet", "probability": 0.0013894354360018072 }, { "score": 6.643354415893555, "text": "EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "probability": 0.00045912870161630217 }, { "score": 6.397972106933594, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet", "probability": 0.00035922475729330684 }, { "score": 6.3277106285095215, "text": "Upon termination of this Agreement, (a) each party's liability for any charges, payments or expenses due to the other party that accrued prior to the date of termination shall not be extinguished by termination, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the termination date;", "probability": 0.00033485137579939724 }, { "score": 6.276470184326172, "text": "Accordingly, in the event of any breach or threatened breach of the provisions of this Article 10 [CONFIDENTIALITY] by a party hereto, the other party, in addition to any other relief available to it at law, in equity or otherwise, shall be entitled to seek temporary and permanent injunctive relief restraining the breaching party from engaging in and/or continuing any conduct that would constitute a breach of this Article 10 [CONFIDENTIALITY], without the necessity of proving actual damages or posting a bond or other security.", "probability": 0.0003181256195691056 }, { "score": 6.061144828796387, "text": "9.5. Two Year Limitation. Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.0002564980287351144 }, { "score": 5.599547386169434, "text": "Except", "probability": 0.00016166455441521472 }, { "score": 5.520107746124268, "text": "neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.00014931884167244727 }, { "score": 5.328760147094727, "text": "In the event of (a) any material remediable breach of this Agreement by the other party which remains uncured 30 days after notice of such breach (other than a breach of a payment obligation) was received by the other party or (b) any material breach which cannot be cured, the non-breaching party may take reasonable remediable measures at the cost of the breaching party without prejudice and in addition to any other rights arising from such breach.", "probability": 0.00012331428975255763 }, { "score": 5.3231964111328125, "text": "EX", "probability": 0.0001226301066759527 }, { "score": 5.203784942626953, "text": "Upon termination of this Agreement,", "probability": 0.00010882717714537525 }, { "score": 5.132606029510498, "text": "EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "probability": 0.0001013502338303455 }, { "score": 5.014252662658691, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof", "probability": 9.003773076504843e-05 }, { "score": 4.868503570556641, "text": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "probability": 7.782632340752839e-05 }, { "score": 4.848099708557129, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later", "probability": 7.625445645558567e-05 }, { "score": 4.722710609436035, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c)", "probability": 6.726814256238175e-05 }, { "score": 4.707024097442627, "text": "Upon termination of this Agreement, (a) each party's liability for any charges, payments or expenses due to the other party that accrued prior to the date of termination shall not be extinguished by termination, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the termination date; (b) VerticalNet shall be responsible for all charges, payments or expenses incurred by it in connection with the removal of the PaperExchange Links from Co-Branded Sites and the modification of the Co-Branded Sites, including, but not limited to, the removal of PaperExchange Content; (c) PaperExchange shall be responsible for all charges, payments or expenses incurred by it in connection with the removal of the VerticalNet Links, VerticalNet Content and VerticalNet Archived Content from the PaperExchange Site; (d) all rights of PaperExchange to use, display, reproduce or publish the VerticalNet Marks shall immediately cease.", "probability": 6.622117315498616e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Cap On Liability": [ { "score": 14.59111499786377, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.43630607218065937 }, { "score": 14.07817268371582, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.26123011441975624 }, { "score": 13.98930549621582, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "probability": 0.2390169561928201 }, { "text": "", "score": 12.273970603942871, "probability": 0.0429999779780671 }, { "score": 11.059027671813965, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.012759252203099501 }, { "score": 9.150508880615234, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 0.0018921956610761111 }, { "score": 8.62256908416748, "text": "9.5. Two Year Limitation. Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.0011160526985643756 }, { "score": 8.529541015625, "text": "Two Year Limitation. Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.0010169114212978123 }, { "score": 8.23942756652832, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "probability": 0.000760831447474848 }, { "score": 7.8033447265625, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2", "probability": 0.00049192634753658 }, { "score": 7.675011157989502, "text": "EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "probability": 0.00043267870707713353 }, { "score": 7.564563751220703, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet", "probability": 0.000387434975602351 }, { "score": 7.522841930389404, "text": "neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.00037160304789221474 }, { "score": 7.192875862121582, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof", "probability": 0.00026716331570563097 }, { "score": 7.177066326141357, "text": "BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "probability": 0.00026297279998947504 }, { "score": 7.007156848907471, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by", "probability": 0.0002218809834442671 }, { "score": 6.583864212036133, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later", "probability": 0.00014530696295076721 }, { "score": 6.326777458190918, "text": "Upon termination of this Agreement, (a) each party's liability for any charges, payments or expenses due to the other party that accrued prior to the date of termination shall not be extinguished by termination, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the termination date;", "probability": 0.00011236603777620998 }, { "score": 6.251565933227539, "text": "Limitation of Liability. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.0001042248111502453 }, { "score": 6.250154495239258, "text": "Except", "probability": 0.00010407780805974401 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Liquidated Damages": [ { "score": 12.960725784301758, "text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "probability": 0.4477278922659975 }, { "text": "", "score": 12.210346221923828, "probability": 0.2114114219829454 }, { "score": 11.080385208129883, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "probability": 0.06829558262176526 }, { "score": 11.07129192352295, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 0.06767736651898101 }, { "score": 10.68760871887207, "text": "[Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "probability": 0.04611178693083734 }, { "score": 10.678515434265137, "text": "[Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 0.04569438000473089 }, { "score": 10.315031051635742, "text": "[Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days", "probability": 0.0317689987397735 }, { "score": 10.10193920135498, "text": "VerticalNet will pay PaperExchange ***** of the Career Center Net Revenue.", "probability": 0.025671953220366146 }, { "score": 9.824762344360352, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2", "probability": 0.019457298124724732 }, { "score": 9.431985855102539, "text": "[Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by (2", "probability": 0.01313717155538481 }, { "score": 8.306232452392578, "text": "between the Effective Date and the scheduled expiration date of the Initial Term, by", "probability": 0.004261803095727101 }, { "score": 8.128225326538086, "text": "VerticalNet will pay PaperExchange ***** of the Career Center Net Revenue", "probability": 0.003566858394365303 }, { "score": 7.913455963134766, "text": "[Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by", "probability": 0.0028774826825874664 }, { "score": 7.781225681304932, "text": "between the Effective Date and the scheduled expiration date of the Initial Term,", "probability": 0.0025210754126720907 }, { "score": 7.7407917976379395, "text": "After PaperExchange has generated PaperExchange Revenue equal to *****, PaperExchange shall pay an amount equal to ***** of the PaperExchange Revenue to VerticalNet; provided, however, that if, in any given calendar year, VerticalNet receives ***** pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****; and provided further, however, that if, in any given calendar year, VerticalNet receives", "probability": 0.002421171896929006 }, { "score": 7.560822486877441, "text": "in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 0.002022394827017769 }, { "score": 7.388449192047119, "text": "[Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term,", "probability": 0.0017021787911164238 }, { "score": 7.168410301208496, "text": "(I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "probability": 0.0013659773523261734 }, { "score": 7.1593170166015625, "text": "(I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days\n\n 14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by (2)", "probability": 0.001353612435550758 }, { "score": 6.809021949768066, "text": "VerticalNet will pay PaperExchange ***** of the gross sales of the Professional e-Bookstore on Pulp and Paper Online that originated from the PaperExchange Site.", "probability": 0.0009535931462015573 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Warranty Duration": [ { "text": "", "score": 11.915958404541016, "probability": 0.5294151795902594 }, { "score": 11.540509223937988, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.3636979741902855 }, { "score": 9.06507396697998, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.030596588781560748 }, { "score": 8.426091194152832, "text": "PaperExchange shall place the VerticalNet Links in a mutually agreeable location and size on the PaperExchange Site as soon as practicable and in no event more than 15 days after the Effective Date.", "probability": 0.016149769097375227 }, { "score": 7.802644729614258, "text": "PaperExchange shall place the VerticalNet Links in a mutually agreeable location and size on the PaperExchange Site as soon as practicable and in no event more than 15 days after the Effective Date. The VerticalNet Links shall remain on the PaperExchange Site during the Term.", "probability": 0.008657788216065672 }, { "score": 7.800384998321533, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.008638246029469162 }, { "score": 7.6392107009887695, "text": "PaperExchange may", "probability": 0.007352388739725495 }, { "score": 7.428476333618164, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 0.00595535545770042 }, { "score": 7.249046325683594, "text": "produce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.0049771671496015935 }, { "score": 7.155259132385254, "text": "If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "probability": 0.004531593711981287 }, { "score": 7.142443656921387, "text": "PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision.", "probability": 0.004473889725719039 }, { "score": 7.059167385101318, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.004116412135819584 }, { "score": 6.667902946472168, "text": "PaperExchange shall place the VerticalNet Links in a mutually agreeable location and size on the PaperExchange Site as soon as practicable and in no event more than 15 days after the Effective Date. The VerticalNet Links shall remain on the PaperExchange Site during the Term", "probability": 0.0027835233143268306 }, { "score": 6.582191467285156, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site,", "probability": 0.0025548819659856076 }, { "score": 6.257963180541992, "text": "The default for this field is 7 days.", "probability": 0.001847397216714979 }, { "score": 5.691453456878662, "text": "A Notice sent via facsimile is deemed effective on the same day (or if such day is not a business day, then on the next succeeding business day) if such facsimile is sent before 3:00 p.m. Philadelphia time and on the next day (or if such day is not a business day, then on the next succeeding business day) if such Notice is sent after 3:00 p.m. Philadelphia time.", "probability": 0.0010484029590597346 }, { "score": 5.489245414733887, "text": "ce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "probability": 0.0008564665406154253 }, { "score": 5.446983337402344, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site", "probability": 0.0008210246837110403 }, { "score": 5.420099258422852, "text": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period", "probability": 0.0007992462495301853 }, { "score": 5.324949741363525, "text": "PaperExchange may\n\n 5\n\nreproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site", "probability": 0.0007267042444930873 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Insurance": [ { "text": "", "score": 12.286572456359863, "probability": 0.9999553384540547 }, { "score": 0.7756032943725586, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 1.0019134687890703e-05 }, { "score": 0.7336115837097168, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving", "probability": 9.607125116073068e-06 }, { "score": 0.6593077182769775, "text": "(k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 8.919154519927668e-06 }, { "score": 0.4418942928314209, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 7.176327284271378e-06 }, { "score": -0.613779604434967, "text": "PaperExchange may", "probability": 2.497059487559872e-06 }, { "score": -1.222730040550232, "text": "3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 1.3582042169640019e-06 }, { "score": -1.5237548351287842, "text": "if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause],", "probability": 1.005151829200947e-06 }, { "score": -1.7393088340759277, "text": "VerticalNet, in its reasonable business discretion, shall offer PaperExchange", "probability": 8.102476032400171e-07 }, { "score": -1.8244069814682007, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 7.441493370816183e-07 }, { "score": -2.3311500549316406, "text": "in the aggregate pursuant to this Section 7.4 [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "probability": 4.483161444479746e-07 }, { "score": -2.586287260055542, "text": "PaperExchange, in its reasonable business discretion, shall actively engage in co-branded activities with VerticalNet at PaperExchange's booth exhibitions and shall maintain an open invitation policy for VerticalNet to send its own sales force to co-locate, subject to Section 5.1.3 [Trade Shows and Conventions], with PaperExchange at its trade show booths.\n\n 5.1.2. VerticalNet, in its reasonable business discretion, shall offer PaperExchange", "probability": 3.473599138053091e-07 }, { "score": -2.858825445175171, "text": "5.1.2. VerticalNet, in its reasonable business discretion, shall offer PaperExchange", "probability": 2.644952447479373e-07 }, { "score": -2.8604185581207275, "text": "PaperExchange may", "probability": 2.6407420941695867e-07 }, { "score": -2.934382915496826, "text": "Except", "probability": 2.4524698444929684e-07 }, { "score": -3.050264835357666, "text": "VerticalNet, in its reasonable business discretion, shall offer PaperExchange\n\n 7\n\nexhibit booth space at pulp and paper industry trade shows that VerticalNet is unable to use on the same terms that VerticalNet accepted for such space.", "probability": 2.1841215185521317e-07 }, { "score": -3.1251556873321533, "text": "During the Term, PaperExchange shall use commercially reasonable efforts to expand its presence at major national and international pulp and paper industry trade shows and conventions, including booth exhibitions, attendance by industry veteran sales force from all the major paper grades and industry panel sponsorships, when available. PaperExchange, in its reasonable business discretion, shall actively engage in co-branded activities with VerticalNet at PaperExchange's booth exhibitions and shall maintain an open invitation policy for VerticalNet to send its own sales force to co-locate, subject to Section 5.1.3 [Trade Shows and Conventions], with PaperExchange at its trade show booths.\n\n 5.1.2. VerticalNet, in its reasonable business discretion, shall offer PaperExchange", "probability": 2.0265256913937774e-07 }, { "score": -3.2405271530151367, "text": "VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n 3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 1.8057055088385412e-07 }, { "score": -3.260857105255127, "text": "Except", "probability": 1.7693662414668017e-07 }, { "score": -3.260908842086792, "text": "in the aggregate pursuant to this Section 7.4 [Revenue Sharing],", "probability": 1.7692747024314032e-07 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Covenant Not To Sue": [ { "score": 14.585797309875488, "text": "In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.", "probability": 0.3228603277874934 }, { "score": 14.188263893127441, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.21695422600987802 }, { "score": 13.815771102905273, "text": "In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.", "probability": 0.14948463341418686 }, { "score": 13.592781066894531, "text": "In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.\n\n 6.6. Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property. In addition, VerticalNet shall not now or in the future contest the validity of PaperExchange's Intellectual Property.", "probability": 0.1196060666836701 }, { "score": 13.427978515625, "text": "In addition, VerticalNet shall not now or in the future contest the validity of PaperExchange's Intellectual Property.", "probability": 0.10143325680247785 }, { "score": 12.51048755645752, "text": "In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property", "probability": 0.040524634747842264 }, { "text": "", "score": 12.190208435058594, "probability": 0.029418711961777085 }, { "score": 10.603373527526855, "text": "In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.\n\n 6.6. Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property. In addition, VerticalNet shall not now or in the future contest the validity of PaperExchange's Intellectual Property", "probability": 0.006018247028530093 }, { "score": 10.517403602600098, "text": "In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property", "probability": 0.005522474841774832 }, { "score": 10.438570022583008, "text": "In addition, VerticalNet shall not now or in the future contest the validity of PaperExchange's Intellectual Property", "probability": 0.005103836545261133 }, { "score": 9.285274505615234, "text": "In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.\n\n 6.6. Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property.", "probability": 0.0016107453202851777 }, { "score": 7.987575531005859, "text": "9.5. Two Year Limitation. Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.0004399905758250037 }, { "score": 7.325661659240723, "text": "PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.", "probability": 0.00022697489946835314 }, { "score": 7.192376136779785, "text": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof", "probability": 0.00019865187359949428 }, { "score": 7.063331127166748, "text": "hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 0.0001746019661570125 }, { "score": 6.720207214355469, "text": "In", "probability": 0.00012388887462865894 }, { "score": 6.351424217224121, "text": "neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "probability": 8.567850645486485e-05 }, { "score": 6.265852928161621, "text": "Except", "probability": 7.865181492906037e-05 }, { "score": 6.116026878356934, "text": "In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.\n\n 6.6. Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property. In", "probability": 6.770802126895571e-05 }, { "score": 6.100912094116211, "text": "In", "probability": 6.669232449175099e-05 } ], "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.206722259521484, "probability": 0.8106437220559815 }, { "score": 10.698516845703125, "text": "Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties and their permitted successors and assigns.", "probability": 0.17940094852429542 }, { "score": 7.369848251342773, "text": "No Third Party Beneficiaries. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties and their permitted successors and assigns.", "probability": 0.006429872071306077 }, { "score": 5.912382125854492, "text": "13.11. No Third Party Beneficiaries. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties and their permitted successors and assigns.", "probability": 0.0014970380415407977 }, { "score": 5.034796237945557, "text": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\").", "probability": 0.0006224466414001499 }, { "score": 4.6291961669921875, "text": "If PaperExchange sells advertising to a third party on the PaperExchange Site independently from VerticalNet, PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue resulting from such advertising during the Term; provided, however, that if PaperExchange previously rejected advertising by such party when proposed by VerticalNet pursuant to Section 4.1 [Advertisements on the PaperExchange Site], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then PaperExchange shall pay ***** of the Net Advertising Revenue resulting from such advertising during the Term to VerticalNet.", "probability": 0.0004149084265994045 }, { "score": 3.7563235759735107, "text": "PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation.", "probability": 0.0001733279120990601 }, { "score": 3.7102696895599365, "text": "Third Party Beneficiaries. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties and their permitted successors and assigns.", "probability": 0.0001655265094032351 }, { "score": 3.3670554161071777, "text": "From time to time, PaperExchange shall provide to VerticalNet, at PaperExchange's sole cost and expense, relevant content provided to it by third parties consisting of (a) job listings for inclusion, at VerticalNet's reasonable business discretion and at VerticalNet's then current listing rate, in the Co-Branded Career Center or on any other VerticalNet Site except a Site co-branded with a PaperExchange Competitor (the \"PaperExchange Career Content\") and (b) equipment listings for inclusion, at VerticalNet's reasonable business discretion and at VerticalNet's then current listing rate, in the Co-Branded Equipment Listings or on any other VerticalNet Site except a Site co-branded with a PaperExchange Competitor (the \"PaperExchange Equipment Content\", and together with the PaperExchange Career Content, the \"PaperExchange Content\").", "probability": 0.00011743876939192819 }, { "score": 3.353649139404297, "text": "PaperExchange may", "probability": 0.0001158748592828109 }, { "score": 3.034980297088623, "text": "Nothing", "probability": 8.425449889734448e-05 }, { "score": 2.936924695968628, "text": "No Third Party Beneficiaries.", "probability": 7.638500185188581e-05 }, { "score": 2.7376322746276855, "text": "PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue received during the Term for advertisements located on the Third Party Advertising Allocation of the PaperExchange Site.\n\n 7.2.3. If PaperExchange sells advertising to a third party on the PaperExchange Site independently from VerticalNet, PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue resulting from such advertising during the Term; provided, however, that if PaperExchange previously rejected advertising by such party when proposed by VerticalNet pursuant to Section 4.1 [Advertisements on the PaperExchange Site], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then PaperExchange shall pay ***** of the Net Advertising Revenue resulting from such advertising during the Term to VerticalNet.", "probability": 6.258301683424021e-05 }, { "score": 2.062743902206421, "text": "If PaperExchange sells advertising to a third party on the PaperExchange Site independently from VerticalNet, PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue resulting from such advertising during the Term;", "probability": 3.1868102002666886e-05 }, { "score": 2.0355520248413086, "text": "Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties and their permitted successors and assigns", "probability": 3.101322402368848e-05 }, { "score": 2.0166354179382324, "text": "In consideration of VerticalNet's agreement to enter into an exclusivity and non-competition agreement herein, in conjunction with the other obligations under this Agreement, PaperExchange shall make the following payments to VerticalNet upon the earlier of (a) December 31, 1999 and (b) the receipt by PaperExchange of an aggregate of ***** in additional funding:", "probability": 3.043207308766093e-05 }, { "score": 1.9662666320800781, "text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may", "probability": 2.8937209767786845e-05 }, { "score": 1.8428689241409302, "text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving", "probability": 2.5577948517240756e-05 }, { "score": 1.8129940032958984, "text": "VerticalNet will pay PaperExchange ***** of the gross sales of the Professional e-Bookstore on Pulp and Paper Online that originated from the PaperExchange Site.", "probability": 2.4825110805587745e-05 }, { "score": 1.737501859664917, "text": "If PaperExchange sells advertising to a third party on the PaperExchange Site independently from VerticalNet, PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue resulting from such advertising during the Term; provided, however, that if PaperExchange previously rejected advertising by such party when proposed by VerticalNet pursuant to Section 4.1 [Advertisements on the PaperExchange Site], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then PaperExchange shall pay ***** of the Net Advertising Revenue resulting from such advertising during the Term to VerticalNet", "probability": 2.3020002911209322e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Document Name": [ { "score": 13.927776336669922, "text": "AGENCY AGREEMENT", "probability": 0.4883428647532025 }, { "score": 13.80176067352295, "text": "AGENCY AGREEMENT\n\n This \"Agency\" Agreement", "probability": 0.43052357648030415 }, { "score": 11.519523620605469, "text": "Agency\" Agreement", "probability": 0.043937362265959616 }, { "text": "", "score": 10.97761058807373, "probability": 0.025555485806243155 }, { "score": 9.0392484664917, "text": "AGENCY AGREEMENT\n\n This \"Agency\"", "probability": 0.0036784441618610032 }, { "score": 8.788947105407715, "text": "AGENCY AGREEMENT\n\n This \"Agency", "probability": 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Agreement is made as of March 29, 1999, by and between Biopure Corporation", "probability": 0.09517466065145286 }, { "score": 9.214720726013184, "text": "BIOPURE CORPORATION", "probability": 0.03286981461738898 }, { "score": 8.887429237365723, "text": "Biopure Corporation, a Delaware corporation (the \"Company\")", "probability": 0.02369498113216836 }, { "score": 8.583285331726074, "text": "BIOPURE CORPORATION", "probability": 0.017481083501194067 }, { "score": 8.406595230102539, "text": "BUTLER COMPANY BIOPURE CORPORATION", "probability": 0.01464983762636412 }, { "score": 8.379295349121094, "text": "Biopure Corporation, a Delaware corporation (the \"Company\") and the Agent named on the signature page hereof (the \"Agent\").", "probability": 0.014255308603148933 }, { "score": 8.37082290649414, "text": "BIOPURE CORPORATION", "probability": 0.014135041516295535 }, { "score": 8.185487747192383, "text": "BIOPURE CORPORATION AGENCY AGREEMENT\n\n This \"Agency\" Agreement is made as of March 29, 1999, by and between Biopure Corporation, a Delaware corporation (the \"Company\")", "probability": 0.011743756867596987 }, { "score": 7.6773529052734375, "text": "BIOPURE CORPORATION AGENCY AGREEMENT\n\n This \"Agency\" Agreement is made as of March 29, 1999, by and between Biopure Corporation, a Delaware corporation (the \"Company\") and the Agent named on the signature page hereof (the \"Agent\").", "probability": 0.007065239584651482 }, { "score": 7.663214683532715, "text": "BUTLER COMPANY: BIOPURE CORPORATION", "probability": 0.006966052477607017 }, { "score": 7.655713081359863, "text": "BUTLER COMPANY", "probability": 0.00691399143794908 }, { "score": 7.29478120803833, "text": "Biopure Corporation, a Delaware corporation (the \"Company\") and the Agent named on the signature page hereof (the \"Agent", "probability": 0.00481923513512942 }, { "score": 7.260767459869385, "text": "Biopure Corporation, a Delaware corporation (the \"Company\") and the Agent named on the signature page hereof", "probability": 0.00465807131537236 }, { "score": 7.014402389526367, "text": "the \"Company\")", "probability": 0.0036409200521913417 }, { "score": 6.851278305053711, "text": "Biopure Corporation, a Delaware corporation (the \"Company\") and the Agent", "probability": 0.0030929097881720324 }, { "score": 6.744492053985596, "text": "Biopure Corporation, a Delaware corporation (the \"Company", "probability": 0.0027796529332663653 }, { "score": 6.624092102050781, "text": "THE BUTLER COMPANY BIOPURE CORPORATION", "probability": 0.002464345176746725 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Agreement Date": [ { "score": 14.90206527709961, "text": "March 29, 1999", "probability": 0.7580075093787293 }, { "score": 13.461492538452148, "text": "March 29, 1999,", "probability": 0.17949018984808868 }, { "score": 11.938125610351562, "text": "January 5, 1999", "probability": 0.03912468609422563 }, { "text": "", "score": 11.1336669921875, "probability": 0.017501647292742624 }, { "score": 9.017149925231934, "text": "Effective Date: January 5, 1999", "probability": 0.0021080807587710174 }, { "score": 8.245139122009277, "text": "January 5, 1999 17\n\n EXHIBIT B\n\n OXYGLOBIN(R) BUSINESS PLAN FISCAL YEAR 1999 (Nov 1, 1998 through Oct 31, 1999)", "probability": 0.0009741082297578623 }, { "score": 7.887335777282715, "text": "January 5, 1999 17\n\n EXHIBIT B\n\n OXYGLOBIN(R) BUSINESS PLAN FISCAL YEAR 1999", "probability": 0.0006811067656337692 }, { "score": 7.611812591552734, "text": "as of March 29, 1999", "probability": 0.0005170791129215356 }, { "score": 7.247398376464844, "text": "This \"Agency\" Agreement is made as of March 29, 1999", "probability": 0.0003591649202096977 }, { "score": 6.47873592376709, "text": "29, 1999", "probability": 0.00016652063206919632 }, { "score": 6.478097915649414, "text": "March", "probability": 0.00016641442443844366 }, { "score": 6.3166584968566895, "text": ", 1999", "probability": 0.00014160504245232721 }, { "score": 6.258242607116699, "text": "March 29", "probability": 0.0001335700289093074 }, { "score": 6.210940361022949, "text": "March 29,", "probability": 0.00012739896961753075 }, { "score": 6.171238899230957, "text": "as of March 29, 1999,", "probability": 0.00012244013216935809 }, { "score": 6.104283809661865, "text": "January 5, 1999 17", "probability": 0.00011451056665923745 }, { "score": 5.806824684143066, "text": "This \"Agency\" Agreement is made as of March 29, 1999,", "probability": 8.504733454152407e-05 }, { "score": 5.751324653625488, "text": "January 5, 1999 17\n\n EXHIBIT B\n\n OXYGLOBIN(R) BUSINESS PLAN FISCAL YEAR 1999 (Nov 1, 1998 through Oct 31, 1999", "probability": 8.045579860208748e-05 }, { "score": 5.324163913726807, "text": "Effective Date: January 5, 1999 17\n\n EXHIBIT B\n\n OXYGLOBIN(R) BUSINESS PLAN FISCAL YEAR 1999 (Nov 1, 1998 through Oct 31, 1999)", "probability": 5.248603887459416e-05 }, { "score": 5.191793441772461, "text": "January 5", "probability": 4.597863058634405e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Effective Date": [ { "score": 15.759180068969727, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 0.7684752948657614 }, { "score": 14.1571044921875, "text": "March 29, 1999", "probability": 0.1548307892690837 }, { "score": 12.434429168701172, "text": "January 5, 1999", "probability": 0.027650878924813747 }, { "score": 12.296052932739258, "text": "March 29, 1999,", "probability": 0.02407758389974077 }, { "text": "", "score": 11.69196891784668, "probability": 0.013160201852619766 }, { "score": 11.079461097717285, "text": "Effective Date: January 5, 1999", "probability": 0.007132697144237043 }, { "score": 9.3634614944458, "text": "All such communications will be deemed effective on the earlier of (a) actual receipt or (b) if sent by courier service, on the next business day following the date delivered to the courier service (the courier service's receipt being evidence of the date of such delivery), or (c) if sent by telecommunication on the next business date (subject to confirmation of receipt in complete readable form), or (d) if sent by registered U.S. Mail, five (5) business days after delivery to the U.S. Postal Service, postage prepaid.", "probability": 0.0012823442404217916 }, { "score": 9.134206771850586, "text": "For purposes of this Agreement, \"Agent Launch Date\" means the date specified by the Company to the Agent in writing upon which the Agent is to begin promotion, sale, and collection of payment for, the Products to Customers in the Territory (which date is currently anticipated to be March 29, 1999).", "probability": 0.0010196252095225648 }, { "score": 9.103231430053711, "text": "This Agreement will become effective as of the date first written above and will continue in", "probability": 0.0009885261093017263 }, { "score": 7.612851619720459, "text": ".", "probability": 0.00022270215367911232 }, { "score": 7.3614068031311035, "text": "For purposes of this Agreement, \"Agent Launch Date\" means the date specified by the Company to the Agent in writing upon which the Agent is to begin promotion, sale, and collection of payment for, the Products to Customers in the Territory (which date is currently anticipated to be March 29, 1999", "probability": 0.00017319020274501228 }, { "score": 7.217273712158203, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below", "probability": 0.0001499433172107809 }, { "score": 7.104838848114014, "text": "This \"Agency\" Agreement is made as of March 29, 1999", "probability": 0.00013399767825880493 }, { "score": 7.0300397872924805, "text": "All such communications will be deemed effective on the earlier of (a) actual receipt or (b) if sent by courier service, on the next business day following the date delivered to the courier service (the courier service's receipt being evidence of the date of such delivery), or (c) if sent by telecommunication on the next business date (subject to confirmation of receipt in complete readable form), or (d) if sent by registered U.S. Mail, five (5) business days after delivery to the U.S. Postal Service, postage prepaid", "probability": 0.00012434045554669175 }, { "score": 7.0087666511535645, "text": "Effective Date:", "probability": 0.00012172328056676051 }, { "score": 6.929536819458008, "text": "January 5, 1999 17", "probability": 0.0001124513231296414 }, { "score": 6.814069747924805, "text": "This Agreement will become effective as of the date first written above and will continue", "probability": 0.0001001884961507298 }, { "score": 6.764641284942627, "text": "as of March 29, 1999", "probability": 9.535672986467811e-05 }, { "score": 6.585817813873291, "text": "January 5, 1999 17\n\n EXHIBIT B\n\n OXYGLOBIN(R) BUSINESS PLAN FISCAL YEAR 1999", "probability": 7.974239998525313e-05 }, { "score": 6.432717323303223, "text": "This Agreement will become effective as of the date first written above", "probability": 6.842244735968887e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Expiration Date": [ { "score": 15.877127647399902, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 0.495997396438897 }, { "score": 15.871747970581055, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 0.4933362552009677 }, { "text": "", "score": 11.71238899230957, "probability": 0.007704711481919483 }, { "score": 10.235527038574219, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.\n\n 4.2. Termination. This Agreement may be terminated as follows:", "probability": 0.001759395121074274 }, { "score": 8.005221366882324, "text": ".", "probability": 0.0001891271756974484 }, { "score": 7.996495246887207, "text": ".", "probability": 0.00018748400892975618 }, { "score": 7.958456039428711, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below", "probability": 0.0001804862050627176 }, { "score": 7.493432998657227, "text": "Effective Date: January 5, 1999", "probability": 0.00011336710930659759 }, { "score": 7.374368667602539, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.\n\n 4.2. Termination. This Agreement may be terminated as follows:", "probability": 0.00010064172939537585 }, { "score": 7.324408054351807, "text": "4.1. Term. This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 9.57371450341887e-05 }, { "score": 7.16736364364624, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below", "probability": 8.182329252949378e-05 }, { "score": 7.119437217712402, "text": "January 5, 1999", "probability": 7.799428282521984e-05 }, { "score": 5.984492301940918, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.\n\n 4.2. Termination. This Agreement may be terminated as follows", "probability": 2.5070468787033693e-05 }, { "score": 5.923940181732178, "text": "Effective Date:", "probability": 2.3597446119735762e-05 }, { "score": 5.922786712646484, "text": "This", "probability": 2.3570242887195355e-05 }, { "score": 5.910275459289551, "text": "This", "probability": 2.3277186679678932e-05 }, { "score": 5.902247905731201, "text": "Term. This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 2.3091075823791107e-05 }, { "score": 5.800085544586182, "text": "and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 2.084853858130357e-05 }, { "score": 5.719801425933838, "text": "Term. This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 1.9240159497847183e-05 }, { "score": 5.589268207550049, "text": "will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 1.6885689984008034e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Renewal Term": [ { "text": "", "score": 11.61596965789795, "probability": 0.9705205344831381 }, { "score": 7.65777587890625, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 0.018534591223507726 }, { "score": 6.874334812164307, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 0.008467181709317022 }, { "score": 5.2648515701293945, "text": "The Company further", "probability": 0.0016933595808098147 }, { "score": 3.0172476768493652, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.\n\n 4.2. Termination. This Agreement may be terminated as follows:", "probability": 0.0001789069537040322 }, { "score": 2.58518385887146, "text": "May be changed with 30 days written notice.", "probability": 0.00011614065980026218 }, { "score": 2.1392195224761963, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further", "probability": 7.435401736566163e-05 }, { "score": 1.9213407039642334, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below", "probability": 5.9797202928835245e-05 }, { "score": 1.8407543897628784, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months.", "probability": 5.516742056552744e-05 }, { "score": 1.7246944904327393, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.\n\n 4.2. Termination. This Agreement may be terminated as follows:", "probability": 4.912227866712115e-05 }, { "score": 1.6543692350387573, "text": "4.1. Term. This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "probability": 4.5786414348524104e-05 }, { "score": 1.4271533489227295, "text": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.\n\n 4.2. Termination. This Agreement may be terminated as follows:\n\n (a) In the event that either party fails in any material respect to observe or perform any of its obligations under this Agreement (with respect to the Agent, including but not limited to Agent performance criteria set forth in each Business Plan), which failure is not remedied within thirty (30) days (or, in the case of payments due, within five (5) business days), after receipt of written notice from the other party specifying such failure, this Agreement shall automatically terminate.", "probability": 3.648026870718771e-05 }, { "score": 1.3854793310165405, "text": "This Agreement may be terminated as follows:", "probability": 3.4991231906570456e-05 }, { "score": 1.1856434345245361, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 2.8653099338316776e-05 }, { "score": 1.1179344654083252, "text": "May be changed with 30 days written notice.", "probability": 2.6777250030119663e-05 }, { "score": 0.882541298866272, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 2.1160991877283294e-05 }, { "score": 0.5931835174560547, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 1.584417143030624e-05 }, { "score": 0.5374863147735596, "text": "then remaining shelf life of at least twelve (12) months. The Company further", "probability": 1.4985821142626378e-05 }, { "score": 0.402197003364563, "text": "Upon the termination of this Agreement for any reason:", "probability": 1.3089562874287139e-05 }, { "score": 0.401134192943573, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 1.3075658540602332e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.894617080688477, "probability": 0.5139196500385895 }, { "score": 11.11931037902832, "text": "May be changed with 30 days written notice.", "probability": 0.23669212090254896 }, { "score": 10.94502067565918, "text": "Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party.", "probability": 0.198834043657577 }, { "score": 8.02009105682373, "text": "May be changed with 30 days written notice.", "probability": 0.010671118713979232 }, { "score": 7.744577407836914, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.0081013219940385 }, { "score": 7.459572792053223, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.006092281497629598 }, { "score": 7.355792045593262, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.005491722152208017 }, { "score": 7.07078742980957, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.0041298342767562505 }, { "score": 6.9571051597595215, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.0036860484718702503 }, { "score": 6.559993267059326, "text": "Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party", "probability": 0.0024779785245487972 }, { "score": 6.50649356842041, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.002348891272963957 }, { "score": 6.211925983428955, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.0017495801294042132 }, { "score": 6.1568145751953125, "text": "Upon the termination of this Agreement for any reason:", "probability": 0.0016557671312683018 }, { "score": 5.9383769035339355, "text": "Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party.", "probability": 0.0013308618677171807 }, { "score": 5.3480224609375, "text": "Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy.", "probability": 0.0007374716078073026 }, { "score": 5.053481101989746, "text": "This Agreement may be terminated as follows:", "probability": 0.0005493227910880985 }, { "score": 4.98746395111084, "text": "(c) Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party.", "probability": 0.0005142291996380217 }, { "score": 4.765868663787842, "text": "Upon the termination of this Agreement for any reason:", "probability": 0.00041202078307533047 }, { "score": 4.503110885620117, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.\n\n (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.00031681436857658386 }, { "score": 4.410946846008301, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 0.0002889206187149445 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Governing Law": [ { "score": 14.783944129943848, "text": "This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "probability": 0.9209523725640489 }, { "text": "", "score": 12.274877548217773, "probability": 0.07491407128108238 }, { "score": 9.159945487976074, "text": "This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (", "probability": 0.003324800526265991 }, { "score": 6.232973098754883, "text": "This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction). The courts of or in the Commonwealth of Massachusetts will have nonexclusive jurisdiction over any disputes hereunder.", "probability": 0.0001780728203939112 }, { "score": 5.887664794921875, "text": "This", "probability": 0.0001260759201205078 }, { "score": 5.732317924499512, "text": "This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts", "probability": 0.00010793588524618646 }, { "score": 5.622206211090088, "text": ").", "probability": 9.668184916467147e-05 }, { "score": 5.545475482940674, "text": "5.6. Governing Law; Jurisdiction. This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "probability": 8.954085075417593e-05 }, { "score": 4.525229454040527, "text": "This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction). The courts of or in the Commonwealth of Massachusetts will have nonexclusive jurisdiction over any disputes hereunder", "probability": 3.228003492222107e-05 }, { "score": 4.380434036254883, "text": "Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "probability": 2.7928662953403838e-05 }, { "score": 4.153465270996094, "text": "Governing Law; Jurisdiction. This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "probability": 2.225762712951033e-05 }, { "score": 3.969655990600586, "text": "This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction). The", "probability": 1.8520448793122662e-05 }, { "score": 3.9558396339416504, "text": "will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "probability": 1.826632325417981e-05 }, { "score": 3.850156307220459, "text": "This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction). The courts of or in the Commonwealth of Massachusetts", "probability": 1.6434384871124854e-05 }, { "score": 3.736914873123169, "text": "internal laws of any other jurisdiction).", "probability": 1.4674838262181423e-05 }, { "score": 3.6524388790130615, "text": "the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "probability": 1.3486084151749492e-05 }, { "score": 3.6043577194213867, "text": "be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "probability": 1.2852999273898323e-05 }, { "score": 3.4986329078674316, "text": "Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "probability": 1.156348604859907e-05 }, { "score": 3.473222255706787, "text": "This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction", "probability": 1.127335218369596e-05 }, { "score": 3.4404659271240234, "text": "the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "probability": 1.0910061079728215e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.119623184204102, "probability": 0.45354564076584036 }, { "score": 10.968939781188965, "text": "Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company.", "probability": 0.14351111700765096 }, { "score": 10.535321235656738, "text": "The Company will compensate the Agent an additional two (2) percent through a discount off of the current price or promotional price of the Product times the total monthly units shipped at that price to the Customer excluding any taxes, and/or shipping and handling charges incurred by the Company, so as to compensate the Agent's sales representatives. Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company.", "probability": 0.09301808690592846 }, { "score": 9.65703296661377, "text": "The Company will compensate the Agent an additional two (2) percent through a discount off of the current price or promotional price of the Product times the total monthly units shipped at that price to the Customer excluding any taxes, and/or shipping and handling charges incurred by the Company, so as to compensate the Agent's sales representatives.", "probability": 0.038648412021114936 }, { "score": 9.630766868591309, "text": "Product(s) shipped to the Customer will be billed to the Agent at the price stated on a current price list or according to the current price program minus a ten (10) percent discount as outlined in Paragraph 1.5(d).", "probability": 0.03764648500165999 }, { "score": 9.461334228515625, "text": "Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company. In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals.", "probability": 0.03177903990427278 }, { "score": 9.098478317260742, "text": "(d) compensate the Agent through a discount of eight (8) percent off of the current price of the Product times the total monthly units shipped at that price to the Customer in the Agent's Territory excluding any taxes, and/or shipping and handling charges incurred by the Company.", "probability": 0.022108254348174313 }, { "score": 9.027715682983398, "text": "The Company will compensate the Agent an additional two (2) percent through a discount off of the current price or promotional price of the Product times the total monthly units shipped at that price to the Customer excluding any taxes, and/or shipping and handling charges incurred by the Company, so as to compensate the Agent's sales representatives. Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company. In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals.", "probability": 0.020597885078443227 }, { "score": 8.908464431762695, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.01828236900720417 }, { "score": 8.828996658325195, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.016885738328542385 }, { "score": 8.825423240661621, "text": "Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company", "probability": 0.016825506214280743 }, { "score": 8.753332138061523, "text": "The Company will compensate the Agent an additional two (2) percent through a discount off of the current price or promotional price of the Product times the total monthly units shipped at that price to the Customer excluding any taxes, and/or shipping and handling charges incurred by the Company, so as to compensate the Agent's sales representatives", "probability": 0.01565522707319149 }, { "score": 8.505473136901855, "text": "(d) compensate the Agent through a discount of eight (8) percent off of the current price of the Product times the total monthly units shipped at that price to the Customer in the Agent's Territory excluding any taxes, and/or shipping and handling charges incurred by the Company. The Company will compensate the Agent an additional two (2) percent through a discount off of the current price or promotional price of the Product times the total monthly units shipped at that price to the Customer excluding any taxes, and/or shipping and handling charges incurred by the Company, so as to compensate the Agent's sales representatives.", "probability": 0.012218434774524695 }, { "score": 8.497246742248535, "text": "compensate the Agent through a discount of eight (8) percent off of the current price of the Product times the total monthly units shipped at that price to the Customer in the Agent's Territory excluding any taxes, and/or shipping and handling charges incurred by the Company.", "probability": 0.01211833340920923 }, { "score": 8.496979713439941, "text": "In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals.", "probability": 0.012115097897083526 }, { "score": 8.486796379089355, "text": "In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals.", "probability": 0.011992351847271834 }, { "score": 8.425167083740234, "text": "In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals. One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force.", "probability": 0.011275585410920837 }, { "score": 8.391804695129395, "text": "The Company will compensate the Agent an additional two (2) percent through a discount off of the current price or promotional price of the Product times the total monthly units shipped at that price to the Customer excluding any taxes, and/or shipping and handling charges incurred by the Company, so as to compensate the Agent's sales representatives. Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company", "probability": 0.01090561088164875 }, { "score": 8.3827486038208, "text": "Product(s) shipped to the Customer will be billed to the Agent at the price stated on a current price list or according to the current price program minus a ten (10) percent discount as outlined in Paragraph 1.5(d).", "probability": 0.010807294526605041 }, { "score": 8.311445236206055, "text": "One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force.", "probability": 0.01006352959643235 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Compete": [ { "text": "", "score": 11.995439529418945, "probability": 0.49104168678855475 }, { "score": 11.278278350830078, "text": "maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.23969513557061883 }, { "score": 11.27341079711914, "text": "(j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.23853124158025285 }, { "score": 8.231164932250977, "text": "maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.\n\n (k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 0.011384518758440518 }, { "score": 8.226297378540039, "text": "(j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.\n\n (k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 0.011329238650504184 }, { "score": 6.136234760284424, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.0014011933366436203 }, { "score": 5.87851619720459, "text": "maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment", "probability": 0.0010828600050547697 }, { "score": 5.873648643493652, "text": "(j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment", "probability": 0.0010776019331740427 }, { "score": 5.453603744506836, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.0007080031338815387 }, { "score": 5.411166667938232, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.0006785861506967625 }, { "score": 5.164735794067383, "text": "sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.0005303730196409057 }, { "score": 4.75285005569458, "text": "(k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 0.00035131906626614356 }, { "score": 4.741703987121582, "text": "maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales", "probability": 0.0003474249820424283 }, { "score": 4.7368364334106445, "text": "(j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales", "probability": 0.00034573798139579627 }, { "score": 4.701607704162598, "text": ") maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.0003337701157225461 }, { "score": 4.642145156860352, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.00031450184180649025 }, { "score": 4.625211715698242, "text": "j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.0003092210802889319 }, { "score": 4.206507682800293, "text": "cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 0.0002034362032855423 }, { "score": 4.165596961975098, "text": "promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.0001952814277859244 }, { "score": 3.8246817588806152, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 0.00013886837394357947 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Exclusivity": [ { "text": "", "score": 12.220244407653809, "probability": 0.9817938320072912 }, { "score": 7.984368324279785, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.014203739228575747 }, { "score": 5.680981159210205, "text": "Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 0.0014192351373523105 }, { "score": 4.675933361053467, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date", "probability": 0.0005194785768412887 }, { "score": 4.187167644500732, "text": "The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.", "probability": 0.0003186393360278222 }, { "score": 4.003469467163086, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 0.0002651674936312448 }, { "score": 3.8439741134643555, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.00022607489180939818 }, { "score": 3.7610275745391846, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.0002080794098859983 }, { "score": 3.5639896392822266, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 0.00017086638040061402 }, { "score": 3.2135987281799316, "text": "(n) sell products only at the Company's current stated list or promotional price.\n\n 1.5 Company Obligations. Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 0.00012036044377048491 }, { "score": 3.146817207336426, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 0.00011258510425670953 }, { "score": 3.042187213897705, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.", "probability": 0.00010140064220291583 }, { "score": 2.908142328262329, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 8.868001366697507e-05 }, { "score": 2.895744562149048, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.\n\n (k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 8.75873667842266e-05 }, { "score": 2.8574957847595215, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 8.430051679035231e-05 }, { "score": 2.5960988998413086, "text": "The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.", "probability": 6.490931295707754e-05 }, { "score": 2.454327344894409, "text": "not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 5.632956640651828e-05 }, { "score": 2.439042091369629, "text": "Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 5.547510169422162e-05 }, { "score": 2.3713810443878174, "text": "not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 5.184576508122071e-05 }, { "score": 2.3630125522613525, "text": "sell products only at the Company's current stated list or promotional price.\n\n 1.5 Company Obligations. Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 5.14137045733172e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__No-Solicit Of Customers": [ { "score": 12.696682929992676, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.4416717880856963 }, { "text": "", "score": 12.166549682617188, "probability": 0.2599355713936192 }, { "score": 12.000446319580078, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.22015468984736072 }, { "score": 9.59152603149414, "text": "and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.019794619272452768 }, { "score": 9.361981391906738, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;\n\n (f) meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's activities", "probability": 0.015734653467952022 }, { "score": 9.197415351867676, "text": "not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.013347104463823456 }, { "score": 8.874894142150879, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date", "probability": 0.00966758229987061 }, { "score": 8.501178741455078, "text": "not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.006652966575766985 }, { "score": 7.621525287628174, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians", "probability": 0.0027604933202723253 }, { "score": 7.455083847045898, "text": "knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.0023372334939655653 }, { "score": 7.097489356994629, "text": "solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.0016345597014815378 }, { "score": 6.953060626983643, "text": "and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;\n\n (f) meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's activities", "probability": 0.001414738548071197 }, { "score": 6.4012532234191895, "text": "solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.000814759206760986 }, { "score": 6.347562789916992, "text": "Customers within the Territory after the Agent Launch Date;", "probability": 0.0007721680319114887 }, { "score": 6.30659294128418, "text": "(e) not solicit or accept orders for the Products other than from", "probability": 0.0007411717172468061 }, { "score": 6.1175432205200195, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products", "probability": 0.0006135014421618051 }, { "score": 6.060812473297119, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not", "probability": 0.0005796658794515327 }, { "score": 5.876447677612305, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and", "probability": 0.00048206891063424704 }, { "score": 5.86271333694458, "text": "not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;\n\n (f) meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's activities", "probability": 0.00047549327138942814 }, { "score": 5.727051258087158, "text": "e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.0004151710701109313 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 12.019874572753906, "probability": 0.5458865647555571 }, { "score": 10.970917701721191, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.1912256847897805 }, { "score": 10.39344310760498, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.107337677767682 }, { "score": 9.860773086547852, "text": "(j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.06301102500098499 }, { "score": 8.911966323852539, "text": "maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.024398043591325646 }, { "score": 8.710681915283203, "text": "(j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.\n\n (k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 0.01994978846121533 }, { "score": 8.322076797485352, "text": "and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.013525995440131914 }, { "score": 7.761875152587891, "text": "maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.\n\n (k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 0.007724613407048186 }, { "score": 7.599757671356201, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:", "probability": 0.006568557802905717 }, { "score": 7.486713409423828, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:\n\n The 48 Continental United States (including DC) plus Alaska", "probability": 0.005866452071423968 }, { "score": 6.891578674316406, "text": "knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.003235279421967569 }, { "score": 6.608342170715332, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.002437270572272314 }, { "score": 6.515414237976074, "text": "(k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 0.002220985158466691 }, { "score": 5.98813009262085, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.0013108381177359513 }, { "score": 5.757449150085449, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date", "probability": 0.0010407959683835482 }, { "score": 5.735857963562012, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians", "probability": 0.001018564810669242 }, { "score": 5.656677722930908, "text": "not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.0009410249244806495 }, { "score": 5.567263126373291, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:\n\n The 48 Continental United States (including DC) plus Alaska 3\n\n -2-\n\nNo compensation will be earned by the Agent for sales generated from customers in geographical areas not indicated in this section 1.2.", "probability": 0.000860535637702168 }, { "score": 5.458251476287842, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.\n\n (k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 0.0007716594917173924 }, { "score": 5.314958095550537, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.000668642808549097 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.249567031860352, "probability": 0.6503183897554111 }, { "score": 11.014379501342773, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.1890997290525871 }, { "score": 9.8455171585083, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.058757111940421054 }, { "score": 9.631072044372559, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.04741634904855219 }, { "score": 9.376483917236328, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.03675884800535732 }, { "score": 7.843820095062256, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date", "probability": 0.007938426934551752 }, { "score": 6.210583209991455, "text": "not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.0015503461855137111 }, { "score": 6.056673049926758, "text": "and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.0013291878165062644 }, { "score": 5.986474990844727, "text": "not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.001239081070040859 }, { "score": 5.955994606018066, "text": "not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.0012018831849789269 }, { "score": 5.952378749847412, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date", "probability": 0.0011975451957470698 }, { "score": 5.1989288330078125, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians", "probability": 0.0005637321083627702 }, { "score": 5.0082526206970215, "text": "and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.0004658682837028975 }, { "score": 4.902163028717041, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians", "probability": 0.00041897587855913726 }, { "score": 4.817612648010254, "text": "not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;", "probability": 0.0003850075592408756 }, { "score": 4.808117866516113, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians;\n\n (f) meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's activities hereunder, at which meeting the Agent will make available to the Company information concerning the Agent's sale and marketing of the Products in the Territory during the quarter and year-to-date, such information to include details of sales efforts, Product sales volume and such other information as may be mutually agreed upon in each Business Plan;", "probability": 0.0003813692961813509 }, { "score": 4.4553632736206055, "text": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and", "probability": 0.00026800713253606904 }, { "score": 4.392545700073242, "text": "e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.00025168945862419974 }, { "score": 4.362002849578857, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.0002441183552175576 }, { "score": 4.231884002685547, "text": "solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "probability": 0.0002143337379077505 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Disparagement": [ { "score": 12.283482551574707, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "probability": 0.5558184037235748 }, { "text": "", "score": 11.972277641296387, "probability": 0.4071724145102175 }, { "score": 8.811558723449707, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent", "probability": 0.017262176884116884 }, { "score": 8.53855037689209, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.\n\n (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.01313800866767232 }, { "score": 6.726408958435059, "text": "(e) In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "probability": 0.002145490152830289 }, { "score": 6.1268534660339355, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products", "probability": 0.0011779934716871468 }, { "score": 5.738799571990967, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products,", "probability": 0.0007991222423880524 }, { "score": 5.406106948852539, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.\n\n (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company", "probability": 0.0005729630933639001 }, { "score": 4.992021560668945, "text": "event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "probability": 0.000378696812140271 }, { "score": 4.324458122253418, "text": "In the event of any publicity concerning the Agent", "probability": 0.00019425514561591904 }, { "score": 4.252551555633545, "text": "In no event will the Company be liable for incidental or consequential damages.", "probability": 0.00018077730451147815 }, { "score": 4.2324066162109375, "text": "This Agreement may be terminated as follows:", "probability": 0.00017717199297870303 }, { "score": 4.114870071411133, "text": "the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "probability": 0.0001575250396779925 }, { "score": 4.074790954589844, "text": "In", "probability": 0.00015133642079445184 }, { "score": 3.98783278465271, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.00013873243374242763 }, { "score": 3.8732943534851074, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.0001237184859200661 }, { "score": 3.823472261428833, "text": "the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "probability": 0.00011770560306099625 }, { "score": 3.6744813919067383, "text": "Upon the termination of this Agreement for any reason:", "probability": 0.00010141243818770969 }, { "score": 3.642589569091797, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 9.822923947738028e-05 }, { "score": 3.5971574783325195, "text": "the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "probability": 9.386633804168241e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Termination For Convenience": [ { "score": 14.432641983032227, "text": "Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party.", "probability": 0.4334989057155176 }, { "score": 13.894102096557617, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.25298985407215757 }, { "score": 13.506471633911133, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.17169487567140584 }, { "score": 11.78332233428955, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.030648067909159363 }, { "text": "", "score": 11.781898498535156, "probability": 0.03060446114606843 }, { "score": 10.698440551757812, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.010357261217556231 }, { "score": 10.522031784057617, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 0.008682235772152443 }, { "score": 10.400886535644531, "text": "May be changed with 30 days written notice.", "probability": 0.007691638459899238 }, { "score": 10.369905471801758, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.007456996809331487 }, { "score": 10.310885429382324, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.00702962047772571 }, { "score": 10.310811042785645, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.00702909758763067 }, { "score": 10.134401321411133, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 0.005892312942416936 }, { "score": 10.037288665771484, "text": "Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party.\n\n (d) If after exercise of good faith efforts, the parties fail to timely agree upon a Business Plan for any Contract Year before the start of such year (with respect to the Business Plan for Contract Year ending October 31, 1999, at least thirty (30) days or on a mutually agreed upon date after the Agent Launch Date), this Agreement may be terminated by either party upon giving at least thirty (30) days prior written notice of such termination to the other party.", "probability": 0.005347001597090729 }, { "score": 9.865629196166992, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.\n\n (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.004503597334339495 }, { "score": 9.614577293395996, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.0035037176212366723 }, { "score": 9.559398651123047, "text": "Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party", "probability": 0.003315624327548289 }, { "score": 9.346364974975586, "text": "(c) Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party.", "probability": 0.0026794519138752986 }, { "score": 9.319297790527344, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "probability": 0.0026078994253246244 }, { "score": 9.215736389160156, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.002351336001859737 }, { "score": 9.11030101776123, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.\n\n (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.0021160439977034665 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.262478828430176, "probability": 0.8423343763498122 }, { "score": 10.496686935424805, "text": "The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order.", "probability": 0.1440823720219585 }, { "score": 7.566189765930176, "text": "The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order.", "probability": 0.007689747856327576 }, { "score": 6.869289398193359, "text": "The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order", "probability": 0.0038304704430355443 }, { "score": 5.270168781280518, "text": "Each order for Products taken by the Agent from the Customer will be subject to acceptance by the Company and will not be binding upon the Company unless and until so accepted. The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order.", "probability": 0.0007740390223552476 }, { "score": 4.645362854003906, "text": "The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order. All orders will be shipped to the Customer in minimum quantities of one box (two (2) bags).\n\n 2.2. Prices. Prices for the Products will be as set forth on the Price List. The current Price List is attached hereto as Exhibit A. Any deviation from current pricing as indicated by the Company is a violation of this contract. All prices are F.O.B. the Customer's facility and are exclusive of any federal, state or local sales, use, privilege, excise or similar taxes or duties levied upon any party. The Company will give the Agent at least ten (10) days prior written notice of any price change. In the event of a price change, orders will be invoiced at the prices in effect at the time of the Company's receipt of the order.\n\n 2.3. Payment Terms. Terms of payment by the Agent to the Company for Products shipped to the Customer will be net thirty (30) days from the date of statement unless the Agent chooses to pay the Company via electronic funds transfer in which case the terms of payment will be net forty-five (45) days.", "probability": 0.00041439364753564223 }, { "score": 3.787472724914551, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.000175726047213514 }, { "score": 3.60160493850708, "text": "The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order", "probability": 0.00014591998828248558 }, { "score": 3.302893877029419, "text": "The", "probability": 0.00010823961041083209 }, { "score": 3.059549331665039, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 8.485999994983498e-05 }, { "score": 3.027104616165161, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 8.21509265914952e-05 }, { "score": 2.5599164962768555, "text": "Each order for Products taken by the Agent from the Customer will be subject to acceptance by the Company and will not be binding upon the Company unless and until so accepted. The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order.", "probability": 5.14890932555316e-05 }, { "score": 2.2870476245880127, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 3.9193116508574546e-05 }, { "score": 2.224228620529175, "text": "The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order. All orders will be shipped to the Customer in minimum quantities of one box (two (2) bags).\n\n 2.2. Prices. Prices for the Products will be as set forth on the Price List. The current Price List is attached hereto as Exhibit A. Any deviation from current pricing as indicated by the Company is a violation of this contract. All prices are F.O.B. the Customer's facility and are exclusive of any federal, state or local sales, use, privilege, excise or similar taxes or duties levied upon any party. The Company will give the Agent at least ten (10) days prior written notice of any price change.", "probability": 3.6806782234605506e-05 }, { "score": 2.161914348602295, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 3.4583194504961844e-05 }, { "score": 2.000684976577759, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 2.9433647246038366e-05 }, { "score": 1.8809818029403687, "text": "Upon the termination of this Agreement for any reason:", "probability": 2.6113053161978738e-05 }, { "score": 1.7543869018554688, "text": "The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order. All orders will be shipped to the Customer in minimum quantities of one box (two (2) bags).", "probability": 2.300796382765202e-05 }, { "score": 1.642771601676941, "text": "Each order for Products taken by the Agent from the Customer will be subject to acceptance by the Company and will not be binding upon the Company unless and until so accepted. The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order", "probability": 2.0578052787603422e-05 }, { "score": 1.4218573570251465, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 1.6499183000231514e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Change Of Control": [ { "score": 13.611795425415039, "text": "In the event of any material change in the organization, ownership, management or control of the business of the Agent, the Company may, at its option, terminate this Agreement upon giving written notice of termination to the Agent.", "probability": 0.3195783779925674 }, { "score": 12.44111156463623, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.09911875705924207 }, { "score": 12.411114692687988, "text": "In the event of any material change in the organization, ownership, management or control of the business of the Agent, the Company may, at its option, terminate this Agreement upon giving written notice of termination to the Agent. The Agent will promptly advise the Company in writing of any event described in this Paragraph 4.2(b).\n\n\n\n\n\n (c) Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party.", "probability": 0.09618965596477295 }, { "text": "", "score": 12.313652038574219, "probability": 0.08725712079274982 }, { "score": 12.211377143859863, "text": "In the event of any material change in the organization, ownership, management or control of the business of the Agent, the Company may, at its option, terminate this Agreement upon giving written notice of termination to the Agent", "probability": 0.07877410110873291 }, { "score": 12.026911735534668, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.06550450169079353 }, { "score": 11.950126647949219, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.06066298930973079 }, { "score": 11.414327621459961, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.03550007305294003 }, { "score": 11.385385513305664, "text": "Either party may give to the other written notice of change of address, in which event any communication will thereafter be given to such party at such changed address.", "probability": 0.03448735193205948 }, { "score": 11.247941017150879, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.03005858016971227 }, { "score": 10.641252517700195, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 0.016386529912622957 }, { "score": 10.508079528808594, "text": "Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party.", "probability": 0.014343353463854104 }, { "score": 10.388901710510254, "text": "This Agreement may be terminated as follows:", "probability": 0.012731876932306086 }, { "score": 10.31450080871582, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.011818994510481226 }, { "score": 10.100404739379883, "text": "In the event of any material change in the organization, ownership, management or control of the business of the Agent, the Company may, at its option, terminate this Agreement upon giving written notice of termination to the Agent. The Agent will promptly advise the Company in writing of any event described in this Paragraph 4.2(b).", "probability": 0.009541129476625576 }, { "score": 9.868377685546875, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 0.007565396954702909 }, { "score": 9.805322647094727, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.007103089142695407 }, { "score": 9.614469528198242, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 0.005868955392662665 }, { "score": 9.287717819213867, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.004233059222300965 }, { "score": 9.031448364257812, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 0.0032761059184468542 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Anti-Assignment": [ { "score": 14.780111312866211, "text": "Neither party will not assign or otherwise transfer any of its rights or obligations under this Agreement without the express prior written consent of the other party.", "probability": 0.49729890336280713 }, { "score": 14.666767120361328, "text": "Neither party will not assign or otherwise transfer any of its rights or obligations under this Agreement without the express prior written consent of the other party.", "probability": 0.4440099925983041 }, { "text": "", "score": 12.200821876525879, "probability": 0.03770911431281394 }, { "score": 10.889684677124023, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.010163111291944105 }, { "score": 10.589204788208008, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.007525405798392971 }, { "score": 8.787201881408691, "text": "Neither party will not assign or otherwise transfer any of its rights or obligations under this Agreement without the express prior written consent of the other party", "probability": 0.0012414522070338507 }, { "score": 8.223729133605957, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.0007066703987667985 }, { "score": 7.599579811096191, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.0003785753156958265 }, { "score": 7.279262065887451, "text": "Neither party will not assign or otherwise transfer any of its rights or obligations under this Agreement without the express prior written consent of the other party", "probability": 0.0002748147660028084 }, { "score": 6.8719305992126465, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 0.0001828682276285115 }, { "score": 6.123055934906006, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company", "probability": 8.647809644281013e-05 }, { "score": 6.094334602355957, "text": "Neither", "probability": 8.402965976890318e-05 }, { "score": 5.806380271911621, "text": "Neither", "probability": 6.300508885234609e-05 }, { "score": 5.699021816253662, "text": ".", "probability": 5.6591400718926785e-05 }, { "score": 5.600971221923828, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 5.1305935568619996e-05 }, { "score": 5.300490856170654, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 3.799011836269977e-05 }, { "score": 5.234104156494141, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 3.554997251618858e-05 }, { "score": 5.188910484313965, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.", "probability": 3.3979102760499404e-05 }, { "score": 5.160289764404297, "text": "This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 14\n\n -13-\n\nNeither party will not assign or otherwise transfer any of its rights or obligations under this Agreement without the express prior written consent of the other party.", "probability": 3.30203814678711e-05 }, { "score": 4.964245796203613, "text": ".", "probability": 2.7141964150768328e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Revenue/Profit Sharing": [ { "score": 13.042366027832031, "text": "In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals. One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force.", "probability": 0.2782429070954022 }, { "score": 12.870195388793945, "text": "One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force.", "probability": 0.23423475985169856 }, { "score": 12.418558120727539, "text": "In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals.", "probability": 0.1491103434009933 }, { "text": "", "score": 12.156213760375977, "probability": 0.11470254718468577 }, { "score": 11.091933250427246, "text": "Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company. In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals. One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force.", "probability": 0.0395696227377379 }, { "score": 10.891807556152344, "text": "In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals. One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force", "probability": 0.03239279517827936 }, { "score": 10.719636917114258, "text": "One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force", "probability": 0.02726940527870478 }, { "score": 10.468125343322754, "text": "Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company. In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals.", "probability": 0.021205356486046247 }, { "score": 10.353206634521484, "text": "In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals", "probability": 0.018903273448438142 }, { "score": 10.233734130859375, "text": "One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force.", "probability": 0.016774545720341472 }, { "score": 9.841080665588379, "text": "One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force. In the event the Agent fails to achieve these goals during any given quarter yet is able to achieve the overall annual goals, then the Agent will receive the incentive commission for that quarter at the conclusion of the fiscal year.", "probability": 0.011327225185794732 }, { "score": 9.78158187866211, "text": "The Company will compensate the Agent an additional two (2) percent through a discount off of the current price or promotional price of the Product times the total monthly units shipped at that price to the Customer excluding any taxes, and/or shipping and handling charges incurred by the Company, so as to compensate the Agent's sales representatives.", "probability": 0.010672927014084854 }, { "score": 9.776114463806152, "text": "The Company will compensate the Agent an additional two (2) percent through a discount off of the current price or promotional price of the Product times the total monthly units shipped at that price to the Customer excluding any taxes, and/or shipping and handling charges incurred by the Company, so as to compensate the Agent's sales representatives", "probability": 0.01061473292494967 }, { "score": 9.487008094787598, "text": "(d) compensate the Agent through a discount of eight (8) percent off of the current price of the Product times the total monthly units shipped at that price to the Customer in the Agent's Territory excluding any taxes, and/or shipping and handling charges incurred by the Company.", "probability": 0.007949718869108368 }, { "score": 9.444497108459473, "text": "Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company.", "probability": 0.007618851064067903 }, { "score": 9.24532413482666, "text": "One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force", "probability": 0.006242948617974869 }, { "score": 8.941375732421875, "text": "Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company. In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals. One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force", "probability": 0.004606665163177754 }, { "score": 8.562188148498535, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:\n\n The 48 Continental United States (including DC) plus Alaska 3\n\n -2-\n\nNo compensation will be earned by the Agent for sales generated from customers in geographical areas not indicated in this section 1.2.", "probability": 0.0031528809412243097 }, { "score": 8.414580345153809, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:\n\n The 48 Continental United States (including DC) plus Alaska", "probability": 0.0027202092732166853 }, { "score": 8.402774810791016, "text": "Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company. In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals", "probability": 0.0026882845640728856 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Price Restrictions": [ { "score": 12.65529727935791, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.20021831657755812 }, { "score": 12.460662841796875, "text": "Any overdue amounts payable hereunder will bear interest, payable on demand (whether before or after judgment), from due date to date of payment, at an annual rate of two percent (2%) above the prime rate of Citibank, N.A. in effect on the due date or, if lower, the maximum rate permitted by applicable law.", "probability": 0.16480680622497737 }, { "score": 12.209508895874023, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.1282036442806334 }, { "text": "", "score": 12.08742904663086, "probability": 0.11347018570089691 }, { "score": 11.515195846557617, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;\n\n (b) provide to the Agent's field sales personnel at least four (4) hours of initial Products sales and marketing training, and Agent telesales personnel at least one (1) hour of initial Product sales and marketing training, and such supplemental training, if any, as the Company may deem appropriate, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.06402713137692509 }, { "score": 11.004182815551758, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.03840908001195024 }, { "score": 10.994653701782227, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 0.03804481384201938 }, { "score": 10.88902759552002, "text": "Product(s) shipped to the Customer will be billed to the Agent at the price stated on a current price list or according to the current price program minus a ten (10) percent discount as outlined in Paragraph 1.5(d).", "probability": 0.034231239754747476 }, { "score": 10.782461166381836, "text": "maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.03077098624915011 }, { "score": 10.762578964233398, "text": "(j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.030165233088123803 }, { "score": 10.643354415893555, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.026774916309359714 }, { "score": 10.633825302124023, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 0.02652098686842556 }, { "score": 10.32596492767334, "text": "If orders exceed the available inventory levels, the Company will use reasonable efforts to inform the Agent and ship the remaining inventory in a manner that the Company deems as being fair and equitable. If product becomes available during a backorder, the Company will ship orders on a first-come, first-serve basis, but can, at its\n\n\n\n\n\n6\n\n -5-\n\n own discretion, give partial shipments to large orders. In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.019493401085151917 }, { "score": 10.322647094726562, "text": "Product(s) shipped to the Customer will be billed to the Agent at the price stated on a current price list or according to the current price program minus a ten (10) percent discount as outlined in Paragraph 1.5(d). It is the responsibility of the Agent to evaluate the credit worthiness of the Customer. Upon transmitting an order for shipment to the Company, the Agent accepts full responsibility for payment of the product from the Customer.\n\n (m) transmit all orders, taken from the Customer for Product(s), a minimum of once daily basis, by either fax, electronic mail, or other agreed upon means of transmission so as to afford the Company time to process and ship said orders in an expediant manner.\n\n (n) sell products only at the Company's current stated list or promotional price.", "probability": 0.019428832410056704 }, { "score": 10.193316459655762, "text": "The Company will give the Agent at least ten (10) days prior written notice of any price change.", "probability": 0.017071792402855095 }, { "score": 9.961137771606445, "text": "(n) sell products only at the Company's current stated list or promotional price.", "probability": 0.013534592917644982 }, { "score": 9.948904037475586, "text": "Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company.", "probability": 0.013370023011076744 }, { "score": 9.566431999206543, "text": "(b) provide to the Agent's field sales personnel at least four (4) hours of initial Products sales and marketing training, and Agent telesales personnel at least one (1) hour of initial Product sales and marketing training, and such supplemental training, if any, as the Company may deem appropriate, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.009120668245556829 }, { "score": 9.266024589538574, "text": "The Company will give the Agent at least ten (10) days prior written notice of any price change.", "probability": 0.00675400501356171 }, { "score": 9.075676918029785, "text": "Any deviation from current pricing as indicated by the Company is a violation of this contract. All prices are F.O.B. the Customer's facility and are exclusive of any federal, state or local sales, use, privilege, excise or similar taxes or duties levied upon any party. The Company will give the Agent at least ten (10) days prior written notice of any price change.", "probability": 0.005583344629328915 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Minimum Commitment": [ { "score": 13.787871360778809, "text": "All orders will be shipped to the Customer in minimum quantities of one box (two (2) bags).", "probability": 0.21505365891794118 }, { "score": 13.656473159790039, "text": "(m) transmit all orders, taken from the Customer for Product(s), a minimum of once daily basis, by either fax, electronic mail, or other agreed upon means of transmission so as to afford the Company time to process and ship said orders in an expediant manner.", "probability": 0.18857378682978113 }, { "score": 13.154970169067383, "text": "(m) transmit all orders, taken from the Customer for Product(s), a minimum of once daily basis, by either fax, electronic mail, or other agreed upon means of transmission so as to afford the Company time to process and ship said orders in an expediant manner.", "probability": 0.11420400671080401 }, { "score": 12.739145278930664, "text": "transmit all orders, taken from the Customer for Product(s), a minimum of once daily basis, by either fax, electronic mail, or other agreed upon means of transmission so as to afford the Company time to process and ship said orders in an expediant manner.", "probability": 0.07535132364216635 }, { "score": 12.576057434082031, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 0.06401219721299643 }, { "score": 12.561357498168945, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;\n\n (b) provide to the Agent's field sales personnel at least four (4) hours of initial Products sales and marketing training, and Agent telesales personnel at least one (1) hour of initial Product sales and marketing training, and such supplemental training, if any, as the Company may deem appropriate, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.0630781043891029 }, { "text": "", "score": 12.201177597045898, "probability": 0.04400018373118401 }, { "score": 12.181459426879883, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.04314107844839202 }, { "score": 11.906071662902832, "text": "transmit all orders, taken from the Customer for Product(s), a minimum of once daily basis, by either fax, electronic mail, or other agreed upon means of transmission so as to afford the Company time to process and ship said orders in an expediant manner.", "probability": 0.03275605647359592 }, { "score": 11.822738647460938, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.030137036384118944 }, { "score": 11.701959609985352, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 0.026708338567766526 }, { "score": 11.600936889648438, "text": "provide to the Agent's field sales personnel at least four (4) hours of initial Products sales and marketing training, and Agent telesales personnel at least one (1) hour of initial Product sales and marketing training, and such supplemental training, if any, as the Company may deem appropriate, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.024142000964276742 }, { "score": 11.307361602783203, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.018000109034599622 }, { "score": 11.208162307739258, "text": "(b) provide to the Agent's field sales personnel at least four (4) hours of initial Products sales and marketing training, and Agent telesales personnel at least one (1) hour of initial Product sales and marketing training, and such supplemental training, if any, as the Company may deem appropriate, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.016300218625198433 }, { "score": 10.941473960876465, "text": "(j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.01248452869661397 }, { "score": 10.612695693969727, "text": "(h) make all field sales personnel of the Agent available for at least four (4) hours, and telesales personnel available for at least one (1) hour, of initial Products sales and marketing training by the Company, and for such supplemental training by the Company as the Company may deem appropriate from time to time, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.008986396254441188 }, { "score": 10.461311340332031, "text": "maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.007723962834813169 }, { "score": 10.281840324401855, "text": "(m) transmit all orders, taken from the Customer for Product(s), a minimum of once daily basis, by either fax, electronic mail, or other agreed upon means of transmission so as to afford the Company time to process and ship said orders in an expediant manner.\n\n (n) sell products only at the Company's current stated list or promotional price.\n\n 1.5 Company Obligations. Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 0.006455009764328523 }, { "score": 9.999321937561035, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months.", "probability": 0.004866320708055062 }, { "score": 9.809678077697754, "text": "make all field sales personnel of the Agent available for at least four (4) hours, and telesales personnel available for at least one (1) hour, of initial Products sales and marketing training by the Company, and for such supplemental training by the Company as the Company may deem appropriate from time to time, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.004025681809824025 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Volume Restriction": [ { "score": 12.643421173095703, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.1573745337953006 }, { "score": 12.616016387939453, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;\n\n (b) provide to the Agent's field sales personnel at least four (4) hours of initial Products sales and marketing training, and Agent telesales personnel at least one (1) hour of initial Product sales and marketing training, and such supplemental training, if any, as the Company may deem appropriate, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.15312027823740623 }, { "score": 12.338204383850098, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.1159793016036307 }, { "text": "", "score": 12.1676607131958, "probability": 0.09779447377530343 }, { "score": 12.05041217803955, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 0.08697489683771183 }, { "score": 11.806207656860352, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.06812982074736217 }, { "score": 11.720661163330078, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 0.06254388811907662 }, { "score": 11.476457595825195, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.04899238866651286 }, { "score": 11.316162109375, "text": "(j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.04173622539747909 }, { "score": 11.15145492553711, "text": "(b) provide to the Agent's field sales personnel at least four (4) hours of initial Products sales and marketing training, and Agent telesales personnel at least one (1) hour of initial Product sales and marketing training, and such supplemental training, if any, as the Company may deem appropriate, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.035398246408177535 }, { "score": 10.862650871276855, "text": "provide to the Agent's field sales personnel at least four (4) hours of initial Products sales and marketing training, and Agent telesales personnel at least one (1) hour of initial Product sales and marketing training, and such supplemental training, if any, as the Company may deem appropriate, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.02651891436880937 }, { "score": 10.741150856018066, "text": "maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 0.023484912951190966 }, { "score": 10.67113208770752, "text": "(h) make all field sales personnel of the Agent available for at least four (4) hours, and telesales personnel available for at least one (1) hour, of initial Products sales and marketing training by the Company, and for such supplemental training by the Company as the Company may deem appropriate from time to time, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.021896776727357438 }, { "score": 10.607799530029297, "text": "If orders exceed the available inventory levels, the Company will use reasonable efforts to inform the Agent and ship the remaining inventory in a manner that the Company deems as being fair and equitable. If product becomes available during a backorder, the Company will ship orders on a first-come, first-serve basis, but can, at its\n\n\n\n\n\n6\n\n -5-\n\n own discretion, give partial shipments to large orders. In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.020552999408565073 }, { "score": 9.841024398803711, "text": "own discretion, give partial shipments to large orders. In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;\n\n (b) provide to the Agent's field sales personnel at least four (4) hours of initial Products sales and marketing training, and Agent telesales personnel at least one (1) hour of initial Product sales and marketing training, and such supplemental training, if any, as the Company may deem appropriate, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent.", "probability": 0.009547045698460288 }, { "score": 9.736926078796387, "text": "(m) transmit all orders, taken from the Customer for Product(s), a minimum of once daily basis, by either fax, electronic mail, or other agreed upon means of transmission so as to afford the Company time to process and ship said orders in an expediant manner.", "probability": 0.008603193191486969 }, { "score": 9.563211441040039, "text": "own discretion, give partial shipments to large orders. In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 0.007231299794296274 }, { "score": 9.494834899902344, "text": "transmit all orders, taken from the Customer for Product(s), a minimum of once daily basis, by either fax, electronic mail, or other agreed upon means of transmission so as to afford the Company time to process and ship said orders in an expediant manner.", "probability": 0.006753374168387704 }, { "score": 9.040059089660645, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.\n\n (k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 0.00428562520351422 }, { "score": 8.710308074951172, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.\n\n (k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 0.003081804899970491 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.291036605834961, "probability": 0.9957932125608225 }, { "score": 5.949675559997559, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.0017544906243975348 }, { "score": 5.4617156982421875, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.0010770423402344522 }, { "score": 4.66461706161499, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.00048535246205192877 }, { "score": 4.224584579467773, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.00031257450936768695 }, { "score": 3.427485942840576, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.0001408568651658173 }, { "score": 2.687586784362793, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 6.72115478403502e-05 }, { "score": 2.6374876499176025, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 6.392726426396579e-05 }, { "score": 2.3799855709075928, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 4.9414497963189406e-05 }, { "score": 2.2515344619750977, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 4.3457904340322016e-05 }, { "score": 2.1495273113250732, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 3.924349125543492e-05 }, { "score": 2.0519425868988037, "text": "Upon the termination of this Agreement for any reason:", "probability": 3.5594846927887954e-05 }, { "score": 1.8904881477355957, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 3.028784385164831e-05 }, { "score": 1.7224092483520508, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 2.5601924888540264e-05 }, { "score": 1.5828869342803955, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 2.2267878756069368e-05 }, { "score": 1.337552547454834, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion", "probability": 1.742334264895594e-05 }, { "score": 1.1974552869796753, "text": "The Company further", "probability": 1.5145653274972746e-05 }, { "score": 0.9123964309692383, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 1.1389076818408014e-05 }, { "score": 0.5404539108276367, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion", "probability": 7.851559716774295e-06 }, { "score": 0.5149446725845337, "text": "Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 7.653805413655816e-06 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.217666625976562, "probability": 0.9996944451289584 }, { "score": 3.160184144973755, "text": "This Agreement is not intended to create, nor should it be construed as creating, a joint venture, partnership or similar relationship between the parties.", "probability": 0.00011648033673841823 }, { "score": 2.2494659423828125, "text": "This Agreement is not intended to create, nor should it be construed as creating, a joint venture, partnership or similar relationship between the parties.", "probability": 4.685249549065249e-05 }, { "score": 1.6428303718566895, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 2.554313782458458e-05 }, { "score": 1.5308527946472168, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 2.2837207758794796e-05 }, { "score": 1.1160659790039062, "text": "This Agreement may be terminated as follows:", "probability": 1.5083543414729193e-05 }, { "score": 1.0070446729660034, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 1.3525584003967449e-05 }, { "score": 0.9170453548431396, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 1.2361461449226595e-05 }, { "score": 0.562048614025116, "text": "The Company further", "probability": 8.667556736542901e-06 }, { "score": 0.41037461161613464, "text": "Upon the termination of this Agreement for any reason:", "probability": 7.4477572145494915e-06 }, { "score": 0.40783315896987915, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 7.42885312436801e-06 }, { "score": 0.3178338408470154, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 6.789465170739012e-06 }, { "score": 0.12884438037872314, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 5.620286890891349e-06 }, { "score": -0.2322535663843155, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 3.9168382678914195e-06 }, { "score": -0.4867513179779053, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 3.03674741223192e-06 }, { "score": -0.5655744075775146, "text": "This Agreement is not intended to create, nor should it be construed as creating, a joint venture, partnership or similar relationship between the parties", "probability": 2.8065723172735063e-06 }, { "score": -0.8314651250839233, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 2.1513019249127723e-06 }, { "score": -1.0204545259475708, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 1.7808375805095067e-06 }, { "score": -1.0572158098220825, "text": "Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 1.71656039901184e-06 }, { "score": -1.1865370273590088, "text": "This Agreement may be terminated as follows:\n\n (a) In the event that either party fails in any material respect to observe or perform any of its obligations under this Agreement (with respect to the Agent, including but not limited to Agent performance criteria set forth in each Business Plan), which failure is not remedied within thirty (30) days (or, in the case of payments due, within five (5) business days), after receipt of written notice from the other party specifying such failure, this Agreement shall automatically terminate.\n\n (b) In the event of any material change in the organization, ownership, management or control of the business of the Agent, the Company may, at its option, terminate this Agreement upon giving written notice of termination to the Agent.", "probability": 1.5083273220072201e-06 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__License Grant": [ { "text": "", "score": 11.87769889831543, "probability": 0.9987951001293055 }, { "score": 4.721268177032471, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers.", "probability": 0.0007788934124104275 }, { "score": 3.106229305267334, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.", "probability": 0.00015490861130805527 }, { "score": 2.705404281616211, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers", "probability": 0.00010375271370057889 }, { "score": 2.054039239883423, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 5.4089780790051344e-05 }, { "score": 1.4979106187820435, "text": "The Agent will not use any Trademark in connection with any products other than the Products.", "probability": 3.1016417221232846e-05 }, { "score": 0.9928330183029175, "text": "Upon the termination of this Agreement for any reason:", "probability": 1.871712820831129e-05 }, { "score": 0.9479283094406128, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 1.7895232610122252e-05 }, { "score": 0.617621898651123, "text": "The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.", "probability": 1.2861365973577082e-05 }, { "score": -0.1423654556274414, "text": "Subject", "probability": 6.014905133663465e-06 }, { "score": -0.6485517621040344, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 3.625725010475988e-06 }, { "score": -0.6646900177001953, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The", "probability": 3.56768175175066e-06 }, { "score": -0.6805605292320251, "text": "Upon the termination of this Agreement for any reason:", "probability": 3.511507751482312e-06 }, { "score": -0.710113525390625, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory", "probability": 3.409250621016277e-06 }, { "score": -0.9800439476966858, "text": "WHEREAS, the Agent and the Company wish to enter into an arrangement wherein the Agent would promote, sell, and collect payment for, such Products for the Company as a representative (\"Agent\") of the Company within the United States of America to duly licensed veterinarians (the \"Customers\") on the terms provided herein;\n\n NOW, THEREFORE, in consideration of the premises and of the mutual promises and covenants contained herein, the parties hereby agree as follows:\n\n 1. APPOINTMENT AND ACCEPTANCE.\n\n 1.1. Appointment. Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers.", "probability": 2.6027331010062737e-06 }, { "score": -1.0091640949249268, "text": "1.1. Appointment. Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers.", "probability": 2.5280340324005585e-06 }, { "score": -1.024112343788147, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 2.4905253932259636e-06 }, { "score": -1.138869285583496, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents;", "probability": 2.2205096635685757e-06 }, { "score": -1.5325690507888794, "text": "For purposes of this Agreement, \"Agent Launch Date\" means the date specified by the Company to the Agent in writing upon which the Agent is to begin promotion, sale, and collection of payment for, the Products to Customers in the Territory (which date is currently anticipated to be March 29, 1999).\n\n 1.4. Agent Obligations. Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 1.4978593405375813e-06 }, { "score": -1.6769556999206543, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 1.2964766727850984e-06 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.087747573852539, "probability": 0.9434615067326971 }, { "score": 8.991272926330566, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.04265228798398788 }, { "score": 7.416549205780029, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.008831785455604986 }, { "score": 5.484440326690674, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.0012792171873204526 }, { "score": 5.309165000915527, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company", "probability": 0.0010735522316907787 }, { "score": 4.806681156158447, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.0006495270137721988 }, { "score": 4.559087753295898, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.0005070709953308894 }, { "score": 4.406272888183594, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 0.00043521325786154944 }, { "score": 4.111051559448242, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 0.0003239583085437704 }, { "score": 3.519599437713623, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.00017931834831920248 }, { "score": 3.2264938354492188, "text": "Upon the termination of this Agreement for any reason:", "probability": 0.0001337613318339814 }, { "score": 3.0183212757110596, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may ", "probability": 0.00010862314935598814 }, { "score": 2.8260860443115234, "text": "Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 8.962634583005186e-05 }, { "score": 2.5256412029266357, "text": "(c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 6.636730055465081e-05 }, { "score": 2.5001564025878906, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion", "probability": 6.469731318199006e-05 }, { "score": 1.9448758363723755, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 3.713051384242466e-05 }, { "score": 1.8289463520050049, "text": "This Agreement may be terminated as follows:", "probability": 3.306613420214688e-05 }, { "score": 1.626197338104248, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 2.6997941134921405e-05 }, { "score": 1.5801637172698975, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.\n\n (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 2.5783299805980582e-05 }, { "score": 1.3513081073760986, "text": "In", "probability": 2.0509155128917575e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.174121856689453, "probability": 0.9926645643179759 }, { "score": 6.857767105102539, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers.", "probability": 0.004874600025862238 }, { "score": 5.383193016052246, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers", "probability": 0.0011156798678655872 }, { "score": 4.993447780609131, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.", "probability": 0.0007555711925195728 }, { "score": 3.34995698928833, "text": "The Agent will promote and sell the Products to Customers in the Territory only under such trademarks, copyrights, brand names and product names as the Company may have registered, or as the Company has otherwise requested be used on or in respect of Products sold within the Territory (together, the \"Trademarks\").", "probability": 0.0001460549934532275 }, { "score": 3.138030767440796, "text": "The Agent will promote and sell the Products to Customers in the Territory only under such trademarks, copyrights, brand names and product names as the Company may have registered, or as the Company has otherwise requested be used on or in respect of Products sold within the Territory (together, the \"Trademarks\").", "probability": 0.00011816205106320345 }, { "score": 2.463625907897949, "text": "The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.", "probability": 6.0198783043393644e-05 }, { "score": 1.8035460710525513, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 3.111133742056525e-05 }, { "score": 1.7346652746200562, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 2.9040502792746754e-05 }, { "score": 1.697738766670227, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 2.798769629750799e-05 }, { "score": 1.6745854616165161, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 2.734713282374983e-05 }, { "score": 1.6430397033691406, "text": "The Agent will promote and sell the Products to Customers in the Territory only under such trademarks, copyrights, brand names and product names as the Company may have registered, or as the Company has otherwise requested be used on or in respect of Products sold within the Territory (together, the \"Trademarks\"). The Agent will use the Trademarks only in such fashion as has been expressly authorized by the Company in writing. Such use will not give the Agent any interest in the Trademarks, except the right to display the Trademarks as expressly provided herein. The Agent will not use any Trademark in connection with any products other than the Products.", "probability": 2.649791186540542e-05 }, { "score": 1.4539525508880615, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 2.193270232504655e-05 }, { "score": 1.1634550094604492, "text": "Subject", "probability": 1.6403278747020852e-05 }, { "score": 1.1262024641036987, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 1.580345667637009e-05 }, { "score": 1.0645875930786133, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory", "probability": 1.4859120058097698e-05 }, { "score": 0.9972418546676636, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 1.3891374162442445e-05 }, { "score": 0.9701414108276367, "text": "Upon the termination of this Agreement for any reason:", "probability": 1.3519967135614414e-05 }, { "score": 0.9682295322418213, "text": "The Agent will promote and sell the Products to Customers in the Territory only under such trademarks, copyrights, brand names and product names as the Company may have registered, or as the Company has otherwise requested be used on or in respect of Products sold within the Territory (together, the \"Trademarks\"). The Agent will use the Trademarks only in such fashion as has been expressly authorized by the Company in writing. Such use will not give the Agent any interest in the Trademarks, except the right to display the Trademarks as expressly provided herein.", "probability": 1.3494143293858045e-05 }, { "score": 0.9522438049316406, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers.", "probability": 1.328014461825877e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.246028900146484, "probability": 0.9973757735128027 }, { "score": 6.010747909545898, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers.", "probability": 0.001953937588195968 }, { "score": 4.399672985076904, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers", "probability": 0.0003901483171019626 }, { "score": 3.7978837490081787, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.", "probability": 0.00021373517122418842 }, { "score": 0.99715656042099, "text": "The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.", "probability": 1.2987801131770673e-05 }, { "score": 0.5837879180908203, "text": "Subject", "probability": 8.590370787682043e-06 }, { "score": 0.3941326439380646, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 7.10633490195841e-06 }, { "score": 0.39084863662719727, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents;", "probability": 7.083035924133041e-06 }, { "score": 0.14390182495117188, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The", "probability": 5.53314188480162e-06 }, { "score": 0.004899501800537109, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory", "probability": 4.8150839674123185e-06 }, { "score": -0.10640287399291992, "text": "Upon the termination of this Agreement for any reason:", "probability": 4.307902419413986e-06 }, { "score": -0.1094578206539154, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 4.294762089025686e-06 }, { "score": -0.7352553606033325, "text": "Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 2.2969878206540615e-06 }, { "score": -0.7772364616394043, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2", "probability": 2.2025538331603307e-06 }, { "score": -1.198358416557312, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 1.4455582302216385e-06 }, { "score": -1.2100090980529785, "text": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment", "probability": 1.428814220659039e-06 }, { "score": -1.461909532546997, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 1.1106489115012517e-06 }, { "score": -1.4765193462371826, "text": "WHEREAS, the Agent and the Company wish to enter into an arrangement wherein the Agent would promote, sell, and collect payment for, such Products for the Company as a representative (\"Agent\") of the Company within the United States of America to duly licensed veterinarians (the \"Customers\") on the terms provided herein;\n\n NOW, THEREFORE, in consideration of the premises and of the mutual promises and covenants contained herein, the parties hereby agree as follows:\n\n 1. APPOINTMENT AND ACCEPTANCE.\n\n 1.1. Appointment. Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers.", "probability": 1.0945404948351323e-06 }, { "score": -1.5132966041564941, "text": "WHEREAS, the Company is preparing to manufacture and sell Oxyglobin(R) brand veterinary products (\"Products\") enumerated on the Company's veterinary products agency price list (Exhibit A)(as such list may be changed by the Company from time to time, the \"Price List\"); and\n\n WHEREAS, the Agent and the Company wish to enter into an arrangement wherein the Agent would promote, sell, and collect payment for, such Products for the Company as a representative (\"Agent\") of the Company within the United States of America to duly licensed veterinarians (the \"Customers\") on the terms provided herein;\n\n NOW, THEREFORE, in consideration of the premises and of the mutual promises and covenants contained herein, the parties hereby agree as follows:\n\n 1. APPOINTMENT AND ACCEPTANCE.\n\n 1.1. Appointment. Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers.", "probability": 1.055017524674475e-06 }, { "score": -1.5153470039367676, "text": "Upon the termination of this Agreement for any reason:", "probability": 1.0528565331790338e-06 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.845163345336914, "probability": 0.999232161035039 }, { "score": 4.160109519958496, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 0.0004592931139273937 }, { "score": 2.8121354579925537, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 0.00011930873398777593 }, { "score": 1.7388908863067627, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 4.079134656948423e-05 }, { "score": 1.1626346111297607, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 2.2924671526312007e-05 }, { "score": 1.0685093402862549, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.\n\n (k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 2.0865319340555428e-05 }, { "score": 0.8344805240631104, "text": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 1.6511541195472194e-05 }, { "score": 0.6233548521995544, "text": "Upon the termination of this Agreement for any reason:", "probability": 1.3368937659450794e-05 }, { "score": 0.5266275405883789, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 1.2136368664090206e-05 }, { "score": 0.3336348533630371, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:", "probability": 1.0006290368528183e-05 }, { "score": -0.025875329971313477, "text": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "probability": 6.984572224058685e-06 }, { "score": -0.03207719326019287, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further", "probability": 6.941388908915828e-06 }, { "score": -0.23984074592590332, "text": ") make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "probability": 5.639178127388143e-06 }, { "score": -0.2794647216796875, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.\n\n (k) cooperate and participate in any national or area promotional program offered by the company for any Products covered by this agreement.", "probability": 5.420100496359406e-06 }, { "score": -0.32578790187835693, "text": "This Agreement may be terminated as follows:", "probability": 5.174750766064635e-06 }, { "score": -0.3293079435825348, "text": "Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 5.1565674493512585e-06 }, { "score": -0.44621145725250244, "text": "Upon the termination of this Agreement for any reason:", "probability": 4.587648674521453e-06 }, { "score": -0.4920657277107239, "text": "Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 4.3820355374589294e-06 }, { "score": -0.513493537902832, "text": "make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.\n\n (j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "probability": 4.2891369726266214e-06 }, { "score": -0.56907057762146, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:\n\n The 48 Continental United States (including DC) plus Alaska", "probability": 4.057262564867319e-06 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.190105438232422, "probability": 0.9998252604775595 }, { "score": 2.4502341747283936, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 5.8877825321989894e-05 }, { "score": 2.4120211601257324, "text": "This Agreement may be terminated as follows:", "probability": 5.667037146654402e-05 }, { "score": 1.5101404190063477, "text": "Upon the termination of this Agreement for any reason:", "probability": 2.2997161239611767e-05 }, { "score": 0.699936032295227, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 1.0228381918676024e-05 }, { "score": 0.5815483331680298, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 9.086399163757578e-06 }, { "score": -0.4891139268875122, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further", "probability": 3.1146489150963397e-06 }, { "score": -0.7660790085792542, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 2.361156063144956e-06 }, { "score": -0.951011061668396, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 1.9625002602233176e-06 }, { "score": -1.167313814163208, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 1.5807770829386233e-06 }, { "score": -1.1725664138793945, "text": "This Agreement may be terminated as follows:", "probability": 1.5724956622157174e-06 }, { "score": -1.4777792692184448, "text": "Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 1.158876609420328e-06 }, { "score": -1.7375907897949219, "text": "This Agreement may be terminated as follows", "probability": 8.937220797930786e-07 }, { "score": -1.9302124977111816, "text": "the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 7.371365448617881e-07 }, { "score": -2.053138017654419, "text": "This Agreement may be terminated as follows:\n\n (a) In the event that either party fails in any material respect to observe or perform any of its obligations under this Agreement (with respect to the Agent, including but not limited to Agent performance criteria set forth in each Business Plan), which failure is not remedied within thirty (30) days (or, in the case of payments due, within five (5) business days), after receipt of written notice from the other party specifying such failure, this Agreement shall automatically terminate.\n\n (b) In the event of any material change in the organization, ownership, management or control of the business of the Agent, the Company may, at its option, terminate this Agreement upon giving written notice of termination to the Agent. The Agent will promptly advise the Company in writing of any event described in this Paragraph 4.2(b).\n\n\n\n\n\n (c) Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving", "probability": 6.518716105934606e-07 }, { "score": -2.107407569885254, "text": "Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 6.174376390672378e-07 }, { "score": -2.146425724029541, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months.", "probability": 5.938103070107292e-07 }, { "score": -2.1522252559661865, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 5.903764521709963e-07 }, { "score": -2.236447811126709, "text": "This", "probability": 5.426897711385066e-07 }, { "score": -2.3146159648895264, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 5.018843321172686e-07 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.341394424438477, "probability": 0.9994180571872123 }, { "score": 3.4713363647460938, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further", "probability": 0.00014045264505155536 }, { "score": 3.237881898880005, "text": "This Agreement may be terminated as follows:", "probability": 0.00011120951227491517 }, { "score": 2.596651315689087, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 5.856781636988889e-05 }, { "score": 2.2778100967407227, "text": "Upon the termination of this Agreement for any reason:", "probability": 4.2578273781922654e-05 }, { "score": 2.2414214611053467, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 4.1056759296302964e-05 }, { "score": 2.156602382659912, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 3.771796114626722e-05 }, { "score": 1.7167683839797974, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months.", "probability": 2.429577350293007e-05 }, { "score": 1.5002540349960327, "text": "Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 1.956589611028187e-05 }, { "score": 1.451744794845581, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 1.8639422297693426e-05 }, { "score": 1.4051926136016846, "text": "The Company further", "probability": 1.779160354264942e-05 }, { "score": 1.1966500282287598, "text": "Upon the termination of this Agreement for any reason:", "probability": 1.4442627107182731e-05 }, { "score": 1.1084285974502563, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 1.322306454418764e-05 }, { "score": 0.8288350701332092, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 9.997840217843866e-06 }, { "score": 0.5807151794433594, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 7.800978704514092e-06 }, { "score": 0.5390281677246094, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 7.482464295828426e-06 }, { "score": 0.48573988676071167, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 7.09417417209548e-06 }, { "score": -0.12414228916168213, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 3.855079896248774e-06 }, { "score": -0.1283860206604004, "text": "This Agreement may be terminated as follows:", "probability": 3.8387546367723955e-06 }, { "score": -0.6267366409301758, "text": "This Agreement may be terminated as follows", "probability": 2.3321658388476325e-06 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Post-Termination Services": [ { "score": 12.41085433959961, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.26351530622889097 }, { "text": "", "score": 12.37867546081543, "probability": 0.2551706598612317 }, { "score": 12.341176986694336, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.2457793301736863 }, { "score": 10.689372062683105, "text": "Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 0.047116778901600646 }, { "score": 10.403453826904297, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.035399968905167244 }, { "score": 10.359457015991211, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.033876248372350704 }, { "score": 10.328961372375488, "text": "Upon the termination of this Agreement for any reason:", "probability": 0.03285876365315098 }, { "score": 9.792763710021973, "text": "(c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 0.019221334324272855 }, { "score": 9.28688907623291, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent", "probability": 0.011590040956016854 }, { "score": 8.956127166748047, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company", "probability": 0.008326009431907982 }, { "score": 8.935802459716797, "text": "Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion", "probability": 0.008158493848638123 }, { "score": 8.6992769241333, "text": "Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;", "probability": 0.006440035412800706 }, { "score": 8.535247802734375, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "probability": 0.005465769504068778 }, { "score": 8.475038528442383, "text": "Upon the expiration or any termination of this Agreement, the Agent will immediately cease all use of the Trademarks.", "probability": 0.005146390747695474 }, { "score": 8.421733856201172, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.004879247323839148 }, { "score": 8.179764747619629, "text": "Upon the termination of this Agreement for any reason:", "probability": 0.0038306015842719233 }, { "score": 8.174837112426758, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.00381177220734618 }, { "score": 8.039194107055664, "text": "(c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion", "probability": 0.0033282652486643035 }, { "score": 7.983651161193848, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.0031484437276681817 }, { "score": 7.913974761962891, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.002936539586731154 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Audit Rights": [ { "text": "", "score": 12.242952346801758, "probability": 0.999967861977373 }, { "score": 0.6352577209472656, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 9.095536453478034e-06 }, { "score": -0.25028717517852783, "text": "(f) meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's activities hereunder, at which meeting the Agent will make available to the Company information concerning the Agent's sale and marketing of the Products in the Territory during the quarter and year-to-date, such information to include details of sales efforts, Product sales volume and such other information as may be mutually agreed upon in each Business Plan;", "probability": 3.751811903076186e-06 }, { "score": -0.5148942470550537, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further", "probability": 2.8795436466509544e-06 }, { "score": -0.5830165147781372, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 2.6899149011290065e-06 }, { "score": -0.8403746485710144, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 2.079549791835521e-06 }, { "score": -0.8808081150054932, "text": "(f) meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's activities hereunder, at which meeting the Agent will make available to the Company information concerning the Agent's sale and marketing of the Products in the Territory", "probability": 1.9971435958214447e-06 }, { "score": -1.0445482730865479, "text": "The Company further", "probability": 1.695500198294413e-06 }, { "score": -1.2218632698059082, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 1.420008422335189e-06 }, { "score": -1.271369457244873, "text": "This Agreement may be terminated as follows:", "probability": 1.3514209782729311e-06 }, { "score": -1.6007901430130005, "text": "Upon the termination of this Agreement for any reason:", "probability": 9.721316217273112e-07 }, { "score": -1.661995768547058, "text": "meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's activities hereunder, at which meeting the Agent will make available to the Company information concerning the Agent's sale and marketing of the Products in the Territory", "probability": 9.144159752360071e-07 }, { "score": -1.7419936656951904, "text": "meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's activities hereunder, at which meeting the Agent will make available to the Company information concerning the Agent's sale and marketing of the Products in the Territory during the quarter and year-to-date, such information to include details of sales efforts, Product sales volume and such other information as may be mutually agreed upon in each Business Plan;", "probability": 8.441141091825001e-07 }, { "score": -2.3407840728759766, "text": "(f) meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's activities hereunder, at which meeting the Agent will make available to the Company", "probability": 4.63820339888603e-07 }, { "score": -2.379401445388794, "text": "Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 4.4625025575618807e-07 }, { "score": -2.6752519607543945, "text": "(f) meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs),", "probability": 3.3196494993261405e-07 }, { "score": -2.711324453353882, "text": "1.4. Agent Obligations. Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 3.202035534997653e-07 }, { "score": -2.728053092956543, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 3.1489153892136973e-07 }, { "score": -2.7294440269470215, "text": "(", "probability": 3.144538500453037e-07 }, { "score": -2.937659740447998, "text": "(f) meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's activities hereunder,", "probability": 2.5534654209004005e-07 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Uncapped Liability": [ { "score": 13.858903884887695, "text": "In no way should the Agent be liable for incidental or consequential damages.", "probability": 0.2845032033590651 }, { "score": 13.418998718261719, "text": "In no way should the Agent be liable for incidental or consequential damages.", "probability": 0.18324780206143182 }, { "score": 13.409677505493164, "text": "In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement.", "probability": 0.18154764637531104 }, { "score": 12.966256141662598, "text": "In no event will the Company be liable for incidental or consequential damages.", "probability": 0.11652394284678391 }, { "score": 12.692038536071777, "text": "In no event will the Company be liable for incidental or consequential damages.", "probability": 0.08857761420087971 }, { "text": "", "score": 12.409955978393555, "probability": 0.06680624783406178 }, { "score": 11.871904373168945, "text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages.", "probability": 0.03900715151093573 }, { "score": 11.507305145263672, "text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards.", "probability": 0.027089488474979845 }, { "score": 10.344571113586426, "text": "In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement", "probability": 0.008468994104496865 }, { "score": 9.17692756652832, "text": "In no event will the Company be liable for incidental or consequential damages", "probability": 0.00263469702604297 }, { "score": 7.781611442565918, "text": "Subject to Subparagraph (c) below, the Agent will indemnify the Company (and its officers, directors, employees, agents and affiliates) and hold it (and them) harmless from and against all loss, damage, liability, cost or expense of any nature whatsoever, including, without limitation, any and all reasonable attorneys fees and court costs (together, a \"Loss\"), arising out of or in connection with (i) the inaccuracy or breach of any representation, warranty or obligation of the Agent hereunder and/or (ii) the activities of the Agent in connection with the promotion, sale or collection of payment of the Products in violation of this Agreement, law or any other duty or obligation of the Agent. In no way should the Agent be liable for incidental or consequential damages.", "probability": 0.0006527585786236277 }, { "score": 6.309399127960205, "text": "In no event will the Company be liable for incidental or consequential damages", "probability": 0.0001497541628341396 }, { "score": 6.18674898147583, "text": "In no event", "probability": 0.00013246850097626178 }, { "score": 6.161838054656982, "text": "In no way should the Agent be liable for incidental or consequential damages", "probability": 0.00012920935060901605 }, { "score": 6.014942169189453, "text": "Any termination of this Agreement will be without prejudice to the settlement of the rights created and obligations incurred hereunder prior to the time of such termination. In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement.", "probability": 0.00011155726833486332 }, { "score": 5.972749710083008, "text": "In no event will the Company be liable for incidental or consequential damages. All claims by the Customer and/or Agent under this Paragraph 2.6 must be submitted in accordance with the Company's published bulletins concerning such claims, as such bulletins may be amended by the Company from time to time and furnished to the Agent.", "probability": 0.0001069483082528371 }, { "score": 5.838496208190918, "text": "In no event", "probability": 9.351221929458982e-05 }, { "score": 5.647005081176758, "text": "In no event will the Company be liable for incidental or consequential damages. All claims by the Customer and/or Agent under this Paragraph 2.6 must be submitted in accordance with the Company's published bulletins concerning such claims, as such bulletins may be amended by the Company from time to time and furnished to the Agent.", "probability": 7.721555978833296e-05 }, { "score": 5.57412052154541, "text": "In", "probability": 7.178793521752505e-05 }, { "score": 5.519916534423828, "text": "In no way should the Agent be liable for incidental or consequential damages", "probability": 6.800032207971843e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Cap On Liability": [ { "score": 13.99893569946289, "text": "In no way should the Agent be liable for incidental or consequential damages.", "probability": 0.30009873210858784 }, { "score": 13.482403755187988, "text": "In no way should the Agent be liable for incidental or consequential damages.", "probability": 0.1790346895200486 }, { "score": 12.99543571472168, "text": "In no event will the Company be liable for incidental or consequential damages.", "probability": 0.11001443041725849 }, { "score": 12.94283676147461, "text": "In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement.", "probability": 0.10437733869228934 }, { "score": 12.85331916809082, "text": "In no event will the Company be liable for incidental or consequential damages.", "probability": 0.09543973452248553 }, { "text": "", "score": 12.283819198608398, "probability": 0.05400059292985518 }, { "score": 12.269739151000977, "text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages.", "probability": 0.05324558972421217 }, { "score": 12.00072193145752, "text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages.", "probability": 0.04068655767078778 }, { "score": 11.718680381774902, "text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards.", "probability": 0.030687524681912794 }, { "score": 11.455577850341797, "text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards.", "probability": 0.023588367274662524 }, { "score": 10.01856803894043, "text": "In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement", "probability": 0.0056054753829795825 }, { "score": 8.161062240600586, "text": "Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment. See attachment \"C\", \"General Information\", for specific sales, shipping, and return policies.\n\n 2.6. Warranty. The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further 8\n\n -7-\n\nwarrants that the Products have been manufactured, labeled and packaged, and when in the Company's possession or under its control, have been handled, stored and shipped, in compliance with all applicable federal, state and local laws. The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages.", "probability": 0.0008747983018908083 }, { "score": 7.610003471374512, "text": "Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment. See attachment \"C\", \"General Information\", for specific sales, shipping, and return policies.\n\n 2.6. Warranty. The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further 8\n\n -7-\n\nwarrants that the Products have been manufactured, labeled and packaged, and when in the Company's possession or under its control, have been handled, stored and shipped, in compliance with all applicable federal, state and local laws. The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards.", "probability": 0.0005041806207803587 }, { "score": 7.453200340270996, "text": "Any termination of this Agreement will be without prejudice to the settlement of the rights created and obligations incurred hereunder prior to the time of such termination. In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement.", "probability": 0.00043101006708261427 }, { "score": 7.077293395996094, "text": "In no event will the Company be liable for incidental or consequential damages", "probability": 0.00029596005711998307 }, { "score": 7.010690689086914, "text": "Subject to Subparagraph (c) below, the Agent will indemnify the Company (and its officers, directors, employees, agents and affiliates) and hold it (and them) harmless from and against all loss, damage, liability, cost or expense of any nature whatsoever, including, without limitation, any and all reasonable attorneys fees and court costs (together, a \"Loss\"), arising out of or in connection with (i) the inaccuracy or breach of any representation, warranty or obligation of the Agent hereunder and/or (ii) the activities of the Agent in connection with the promotion, sale or collection of payment of the Products in violation of this Agreement, law or any other duty or obligation of the Agent. In no way should the Agent be liable for incidental or consequential damages.", "probability": 0.00027689041000322843 }, { "score": 6.8809638023376465, "text": "In no event will the Company be liable for incidental or consequential damages", "probability": 0.00024320261667726414 }, { "score": 6.846771240234375, "text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards", "probability": 0.0002350274573942916 }, { "score": 6.658950328826904, "text": "Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment.", "probability": 0.0001947820879269794 }, { "score": 6.493713855743408, "text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages", "probability": 0.0001651154560444086 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Liquidated Damages": [ { "score": 13.104930877685547, "text": "In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement.", "probability": 0.2625028742767427 }, { "score": 12.965051651000977, "text": "In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement.", "probability": 0.2282365987945978 }, { "score": 12.883728981018066, "text": "In no way should the Agent be liable for incidental or consequential damages.", "probability": 0.2104104474749446 }, { "text": "", "score": 12.207427978515625, "probability": 0.1069925421422351 }, { "score": 12.178236961364746, "text": "In no event will the Company be liable for incidental or consequential damages.", "probability": 0.10391446567102369 }, { "score": 11.42793083190918, "text": "In no event will the Company be liable for incidental or consequential damages.", "probability": 0.04907069364464563 }, { "score": 10.4638090133667, "text": "In no way should the Agent be liable for incidental or consequential damages.", "probability": 0.018711534787977185 }, { "score": 9.7279634475708, "text": "In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement", "probability": 0.008964699627557391 }, { "score": 9.28580093383789, "text": "In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement", "probability": 0.005761121080206578 }, { "score": 8.26615047454834, "text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages.", "probability": 0.0020781573849171986 }, { "score": 8.109941482543945, "text": "Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion. Any termination of this Agreement will be without prejudice to the settlement of the rights created and obligations incurred hereunder prior to the time of such termination. In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement.", "probability": 0.0017776151035360445 }, { "score": 7.489346504211426, "text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages.", "probability": 0.0009556893734714641 }, { "score": 5.440247058868408, "text": "Any termination of this Agreement will be without prejudice to the settlement of the rights created and obligations incurred hereunder prior to the time of such termination. In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement.", "probability": 0.00012314142501872478 }, { "score": 5.3087286949157715, "text": "In", "probability": 0.00010796586666908596 }, { "score": 5.029953956604004, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:", "probability": 8.169888787710824e-05 }, { "score": 4.856357574462891, "text": "In no event will the Company be liable for incidental or consequential damages", "probability": 6.867903651753942e-05 }, { "score": 4.77564811706543, "text": "In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals.", "probability": 6.335377850891161e-05 }, { "score": 4.759800910949707, "text": "In", "probability": 6.235771140842845e-05 }, { "score": 4.732973575592041, "text": "Upon the termination of this Agreement for any reason:\n\n (a) the Agent will immediately discontinue making any representations regarding its status as an agent for the Company and will immediately cease conducting any activities with respect to the promotion, sale or distribution of the Products;\n\n (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3;\n\n (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion. Any termination of this Agreement will be without prejudice to the settlement of the rights created and obligations incurred hereunder prior to the time of such termination. In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement", "probability": 6.07070604531244e-05 }, { "score": 4.646119117736816, "text": "In no way should the Agent be liable for incidental or consequential damages", "probability": 5.565687169162607e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Warranty Duration": [ { "score": 12.650209426879883, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months.", "probability": 0.21641123404144247 }, { "score": 12.502429962158203, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months.", "probability": 0.18668094705560545 }, { "text": "", "score": 11.95772933959961, "probability": 0.1082778243424903 }, { "score": 11.841689109802246, "text": "Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment. See attachment \"C\", \"General Information\", for specific sales, shipping, and return policies.\n\n 2.6. Warranty. The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months.", "probability": 0.09641484098200633 }, { "score": 11.650279998779297, "text": "Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment.", "probability": 0.07961886249848182 }, { "score": 11.604818344116211, "text": "Customer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months.", "probability": 0.07608030112062725 }, { "score": 11.032380104064941, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further", "probability": 0.042920567335880615 }, { "score": 10.9286470413208, "text": "The Company hereby warrants that all Products sold to the", "probability": 0.03869142786798037 }, { "score": 10.396846771240234, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further 8\n\n -7-\n\nwarrants that the Products have been manufactured, labeled and packaged, and when in the Company's possession or under its control, have been handled, stored and shipped, in compliance with all applicable federal, state and local laws. The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards.", "probability": 0.02273300431889242 }, { "score": 10.371639251708984, "text": "Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment. See attachment \"C\", \"General Information\", for specific sales, shipping, and return policies.\n\n 2.6. Warranty. The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further", "probability": 0.022167123853907875 }, { "score": 10.267905235290527, "text": "Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment. See attachment \"C\", \"General Information\", for specific sales, shipping, and return policies.\n\n 2.6. Warranty. The Company hereby warrants that all Products sold to the", "probability": 0.019982887201313537 }, { "score": 10.13476848602295, "text": "Customer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further", "probability": 0.017491928012392764 }, { "score": 10.067989349365234, "text": "The Company hereby warrants that all Products sold to the", "probability": 0.01636198050197376 }, { "score": 9.963245391845703, "text": "Customer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months.", "probability": 0.014734864552323581 }, { "score": 9.772989273071289, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further", "probability": 0.01218201038780711 }, { "score": 9.361377716064453, "text": "The Company hereby warrants that all Products sold to the\n\n", "probability": 0.00807157594921207 }, { "score": 9.222951889038086, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further 8\n\n -7-\n\nwarrants that the Products have been manufactured, labeled and packaged, and when in the Company's possession or under its control, have been handled, stored and shipped, in compliance with all applicable federal, state and local laws.", "probability": 0.007028145837949859 }, { "score": 9.064900398254395, "text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months", "probability": 0.00600067180412738 }, { "score": 8.70063591003418, "text": "Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment. See attachment \"C\", \"General Information\", for specific sales, shipping, and return policies.\n\n 2.6. Warranty. The Company hereby warrants that all Products sold to the\n\n", "probability": 0.004168711278381655 }, { "score": 8.654584884643555, "text": "Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment. See attachment \"C\", \"General Information\", for specific sales, shipping, and return policies.", "probability": 0.003981091057203216 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Insurance": [ { "score": 12.5459623336792, "text": "The Company and the Agent will each maintain, at their own expense, insurance with reputable insurers, such insurance to be in such form and amounts as are customary in the case of entities of established reputation engaged in the same or similar businesses and similarly situated, provided that such insurance will in any event include commercial general liability and umbrella liability insurance (including product liability coverage) for property damage, bodily injury and personal injury in an amount not less than Five Million Dollars ($5,000,000) combined single amount per occurrence and in the aggregate.", "probability": 0.18282452469598728 }, { "score": 12.239006042480469, "text": "Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy.", "probability": 0.13450085019564048 }, { "text": "", "score": 12.221494674682617, "probability": 0.13216605869802137 }, { "score": 12.083703994750977, "text": "Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy. Each party will furnish to the other upon request a Certificate of Insurance or other documentation reasonably satisfactory to the other evidencing compliance with this Paragraph 3.3.", "probability": 0.11515378230007849 }, { "score": 11.987096786499023, "text": "Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy. Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy.", "probability": 0.10454956489757564 }, { "score": 11.831794738769531, "text": "Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy. Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy. Each party will furnish to the other upon request a Certificate of Insurance or other documentation reasonably satisfactory to the other evidencing compliance with this Paragraph 3.3.", "probability": 0.08951079356205865 }, { "score": 11.612394332885742, "text": "Each party will furnish to the other upon request a Certificate of Insurance or other documentation reasonably satisfactory to the other evidencing compliance with this Paragraph 3.3.", "probability": 0.0718771786696992 }, { "score": 11.434137344360352, "text": "The Company and the Agent will each maintain, at their own expense, insurance with reputable insurers, such insurance to be in such form and amounts as are customary in the case of entities of established reputation engaged in the same or similar businesses and similarly situated, provided that such insurance will in any event include commercial general liability and umbrella liability insurance (including product liability coverage) for property damage, bodily injury and personal injury in an amount not less than Five Million Dollars ($5,000,000) combined single amount per occurrence and in the aggregate", "probability": 0.06014160242149317 }, { "score": 11.286490440368652, "text": "Each party will furnish to the other upon request a Certificate of Insurance or other documentation reasonably satisfactory to the other evidencing compliance with this Paragraph 3.3.", "probability": 0.05188630684447337 }, { "score": 11.258085250854492, "text": "Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy.", "probability": 0.050433202026635086 }, { "score": 9.009855270385742, "text": "Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy", "probability": 0.005325037469435103 }, { "score": 6.008878707885742, "text": "Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy", "probability": 0.00026485922662785634 }, { "score": 5.992032527923584, "text": "3.3. Insurance. The Company and the Agent will each maintain, at their own expense, insurance with reputable insurers, such insurance to be in such form and amounts as are customary in the case of entities of established reputation engaged in the same or similar businesses and similarly situated, provided that such insurance will in any event include commercial general liability and umbrella liability insurance (including product liability coverage) for property damage, bodily injury and personal injury in an amount not less than Five Million Dollars ($5,000,000) combined single amount per occurrence and in the aggregate.", "probability": 0.0002604347329760814 }, { "score": 5.851479530334473, "text": "each maintain, at their own expense, insurance with reputable insurers, such insurance to be in such form and amounts as are customary in the case of entities of established reputation engaged in the same or similar businesses and similarly situated, provided that such insurance will in any event include commercial general liability and umbrella liability insurance (including product liability coverage) for property damage, bodily injury and personal injury in an amount not less than Five Million Dollars ($5,000,000) combined single amount per occurrence and in the aggregate. Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy. Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy.", "probability": 0.00022628590972790497 }, { "score": 5.756969928741455, "text": "Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy. Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy", "probability": 0.00020587921984756025 }, { "score": 5.6961774826049805, "text": "each maintain, at their own expense, insurance with reputable insurers, such insurance to be in such form and amounts as are customary in the case of entities of established reputation engaged in the same or similar businesses and similarly situated, provided that such insurance will in any event include commercial general liability and umbrella liability insurance (including product liability coverage) for property damage, bodily injury and personal injury in an amount not less than Five Million Dollars ($5,000,000) combined single amount per occurrence and in the aggregate. Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy. Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy. Each party will furnish to the other upon request a Certificate of Insurance or other documentation reasonably satisfactory to the other evidencing compliance with this Paragraph 3.3.", "probability": 0.00019373616113563407 }, { "score": 5.29543399810791, "text": "Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy. Each party will furnish to the other upon request a Certificate of Insurance or other documentation reasonably satisfactory to the other evidencing compliance with this Paragraph 3.3", "probability": 0.0001297687155480269 }, { "score": 5.294648170471191, "text": "The", "probability": 0.0001296667797621923 }, { "score": 5.142003536224365, "text": "Each", "probability": 0.00011131046654571092 }, { "score": 5.122467517852783, "text": "each maintain, at their own expense, insurance with reputable insurers, such insurance to be in such form and amounts as are customary in the case of entities of established reputation engaged in the same or similar businesses and similarly situated, provided that such insurance will in any event include commercial general liability and umbrella liability insurance (including product liability coverage) for property damage, bodily injury and personal injury in an amount not less than Five Million Dollars ($5,000,000) combined single amount per occurrence and in the aggregate. Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy.", "probability": 0.0001091570067312122 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.215272903442383, "probability": 0.9953101082251185 }, { "score": 5.758825778961182, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "probability": 0.001563000280149062 }, { "score": 4.972382545471191, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.\n\n (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.0007118870606656832 }, { "score": 4.700018405914307, "text": "If, within thirty (30) days after receipt of a notice of a Third Party Claim the Indemnifying Party fails to undertake to so defend, the Notifying Party will have the right, but not the obligation, to defend and to compromise or settle (exercising reasonable business judgment) the Third Party Claim for the account and at the risk and expense of the Indemnifying Party subject to the Indemnifying Party's prior written approval (such approval not to be unreasonably withheld or delayed).", "probability": 0.0005421567339213095 }, { "score": 4.5081400871276855, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.\n\n (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.0004475001253497339 }, { "score": 3.9770596027374268, "text": "If, within thirty (30) days after receipt of a notice of a Third Party Claim the Indemnifying Party fails to undertake to so defend, the Notifying Party will have the right, but not the obligation, to defend and to compromise or settle (exercising reasonable business judgment) the Third Party Claim for the account and at the risk and expense of the Indemnifying Party subject to the Indemnifying Party's prior written approval (such approval not to be unreasonably withheld or delayed). Each party will make available to the other, at the other's reasonable expense, such information and assistance as 11\n\n -10-\n\n the other may reasonably request in connection with the defense of a Third Party Claim.", "probability": 0.0002631163509600411 }, { "score": 3.719560384750366, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.00020338426392382572 }, { "score": 3.3400535583496094, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 0.0001391552601191483 }, { "score": 3.2553181648254395, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.0001278496412261159 }, { "score": 3.1356303691864014, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 0.00011342786677764071 }, { "score": 3.076491594314575, "text": "All claims by the Customer and/or Agent under this Paragraph 2.6 must be submitted in accordance with the Company's published bulletins concerning such claims, as such bulletins may be amended by the Company from time to time and furnished to the Agent.", "probability": 0.00010691437976343252 }, { "score": 2.8916919231414795, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 8.887480142826661e-05 }, { "score": 2.8733134269714355, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 8.725633428215592e-05 }, { "score": 2.4249517917633057, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 5.5728323715863305e-05 }, { "score": 2.401339530944824, "text": "Upon the termination of this Agreement for any reason:", "probability": 5.4427865797836934e-05 }, { "score": 2.337134838104248, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 5.104316099313725e-05 }, { "score": 2.2421212196350098, "text": "(e) In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "probability": 4.6416636969016585e-05 }, { "score": 1.9283348321914673, "text": "Each party will make available to the other, at the other's reasonable expense, such information and assistance as 11\n\n -10-\n\n the other may reasonably request in connection with the defense of a Third Party Claim.", "probability": 3.3915480527801763e-05 }, { "score": 1.8261882066726685, "text": "If, within thirty (30) days after receipt of a notice of a Third Party Claim the Indemnifying Party fails to undertake to so defend, the Notifying Party will have the right, but not the obligation, to defend and to compromise or settle (exercising reasonable business judgment) the Third Party Claim for the account and at the risk and expense of the Indemnifying Party subject to the Indemnifying Party's prior written approval (such approval not to be unreasonably withheld or delayed). Each party will make available to the other, at the other's reasonable expense, such information and assistance as", "probability": 3.0622190851844954e-05 }, { "score": 1.5492626428604126, "text": "In no event will the Company be liable for incidental or consequential damages. All claims by the Customer and/or Agent under this Paragraph 2.6 must be submitted in accordance with the Company's published bulletins concerning such claims, as such bulletins may be amended by the Company from time to time and furnished to the Agent.", "probability": 2.3215017459702785e-05 } ], "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.192022323608398, "probability": 0.9988659411881236 }, { "score": 4.750763893127441, "text": "This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.", "probability": 0.0005858814264379482 }, { "score": 3.506105422973633, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 0.00016875685564744504 }, { "score": 3.1576004028320312, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 0.00011909886361080639 }, { "score": 2.533651828765869, "text": "Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:", "probability": 6.381609050198588e-05 }, { "score": 2.225309133529663, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:", "probability": 4.6883352990329734e-05 }, { "score": 1.6827051639556885, "text": "This Agreement may be terminated as follows:", "probability": 2.7250141015276958e-05 }, { "score": 1.531435489654541, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:\n\n The 48 Continental United States (including DC) plus Alaska", "probability": 2.3424653161307333e-05 }, { "score": 1.352569818496704, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 1.9588121772497877e-05 }, { "score": 1.0981359481811523, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.\n\n 4.3. Effect of Termination. Upon the termination of this Agreement for any reason:", "probability": 1.518775453085944e-05 }, { "score": 1.0243456363677979, "text": "Upon the termination of this Agreement for any reason:", "probability": 1.4107395569890944e-05 }, { "score": 0.623368501663208, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 9.44723431579761e-06 }, { "score": 0.6119599938392639, "text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:", "probability": 9.340067935776019e-06 }, { "score": 0.26628708839416504, "text": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13\n\n -12-\n\n terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 6.6103765595767215e-06 }, { "score": 0.011853218078613281, "text": "terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent.", "probability": 5.125390668356856e-06 }, { "score": -0.09324872493743896, "text": "(e) In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.\n\n (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 4.614044512966374e-06 }, { "score": -0.21681416034698486, "text": "BIOPURE CORPORATION", "probability": 4.077725557851102e-06 }, { "score": -0.2531815767288208, "text": "(f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 3.932093397901238e-06 }, { "score": -0.2565927505493164, "text": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.\n\n (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "probability": 3.918703194981548e-06 }, { "score": -0.5242345333099365, "text": "Compensation by the Company to the Agent will be limited to the area stated as follows:\n\n The 48 Continental United States (including DC) plus Alaska 3\n\n -2-\n\nNo compensation will be earned by the Agent for sales generated from customers in geographical areas not indicated in this section 1.2.", "probability": 2.998520495046508e-06 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Document Name": [ { "score": 13.632801055908203, "text": "TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "probability": 0.46427481952631733 }, { "score": 12.827165603637695, "text": "Technical Infrastructure Maintenance Agreement", "probability": 0.20743980642882479 }, { "score": 12.526556015014648, "text": "Technical Infrastructure Maintenance Agreement", "probability": 0.15358153819764905 }, { "score": 12.035299301147461, "text": "Infrastructure Maintenance Agreement", "probability": 0.09396993640129538 }, { "text": "", "score": 11.094358444213867, "probability": 0.03667275279480702 }, { "score": 10.538145065307617, "text": "Technical Infrastructure Maintenance Agreement", "probability": 0.021027280577131793 }, { "score": 9.259603500366211, "text": "TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT\n\nDate: March 1, 1998\n\nContract No.:", "probability": 0.005854901096804405 }, { "score": 8.74705982208252, "text": "TECHNICAL INFRASTRUCTURE\n\n (a) Technical Infrastructure Maintenance Agreement", "probability": 0.0035069104161401096 }, { "score": 8.480058670043945, "text": "TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT\n\nDate: March 1, 1998", "probability": 0.002685143776288921 }, { "score": 8.474540710449219, "text": "TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT\n\nDate: March 1, 1998\n\nContract No.: pr-4544", "probability": 0.0026703680648055375 }, { "score": 8.441717147827148, "text": "MEDICAL MANAGER LETTERHEAD]\n\n TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "probability": 0.0025841399696549853 }, { "score": 7.631658554077148, "text": "Technical Infrastructure Maintenance", "probability": 0.0011495081537834409 }, { "score": 7.5513997077941895, "text": "Technical Infrastructure Maintenance", "probability": 0.0010608551331117977 }, { "score": 7.286666393280029, "text": "MAINTENANCE AGREEMENT", "probability": 0.000814111452946459 }, { "score": 6.991576194763184, "text": "TECHNICAL INFRASTRUCTURE MAINTENANCE AG", "probability": 0.0006060770227223349 }, { "score": 6.886486053466797, "text": "TECHNICAL INFRASTRUCTURE MAINTENANCE AGRE", "probability": 0.0005456168213086296 }, { "score": 6.798229217529297, "text": "Maintenance Agreement", "probability": 0.0004995262258730976 }, { "score": 6.579042911529541, "text": "Technical Infrastructure Maintenance Agreement covers applicable items that make up the underlying technical infrastructure that is required to run an application. This would include items such as hardware, operating system, network connections, etc.\n\n (b) Maintenance refers to the services involved in maintenance of equipment already purchased.\n\n (c) This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW.\n\n (d) Renewal agreement", "probability": 0.0004012055120737997 }, { "score": 6.3869948387146, "text": "Infrastructure Maintenance", "probability": 0.0003311017474156058 }, { "score": 6.366548538208008, "text": "INFRASTRUCTURE MAINTENANCE AGREEMENT", "probability": 0.0003244006810454933 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Parties": [ { "text": "", "score": 11.787031173706055, "probability": 0.22471920203110266 }, { "score": 11.270063400268555, "text": "MMMW", "probability": 0.1340059039628791 }, { "score": 11.178936004638672, "text": "MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW", "probability": 0.12233417785076883 }, { "score": 10.89660358428955, "text": "MTS, INC.,", "probability": 0.09224278259670073 }, { "score": 10.874286651611328, "text": "MEDICAL MANAGER, MIDWEST, INC.,", "probability": 0.09020700724981232 }, { "score": 10.755640029907227, "text": "MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC.,", "probability": 0.08011479054630574 }, { "score": 10.664512634277344, "text": "MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC.,", "probability": 0.0731369047581946 }, { "score": 10.055998802185059, "text": "MMMW", "probability": 0.03979810349681648 }, { "score": 9.601228713989258, "text": "MIDWEST, INC., hereinafter referred to as \"MMMW", "probability": 0.025255631792171922 }, { "score": 9.296579360961914, "text": "MIDWEST, INC.,", "probability": 0.0186230454988154 }, { "score": 9.08680534362793, "text": "MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC.,", "probability": 0.015098959010828068 }, { "score": 9.03709888458252, "text": "MIDWEST, INC., hereinafter referred to as \"MMMW", "probability": 0.014366790712984153 }, { "score": 9.019089698791504, "text": "MEDICAL MANAGER MIDWEST, INC.", "probability": 0.014110372382812991 }, { "score": 8.806894302368164, "text": "MIDWEST, INC.,", "probability": 0.011412562935355634 }, { "score": 8.693975448608398, "text": "MTS, INC.", "probability": 0.010193965287723377 }, { "score": 8.38370418548584, "text": "MMMW\",", "probability": 0.007474704925305509 }, { "score": 8.339860916137695, "text": "MEDICAL MANAGER MIDWEST, INC. 53702 Generations Drive South Bend, IN 46635 Principle Contact: Tom Liddell\n\n And\n\nCustomer Name: MTS, INC.", "probability": 0.0071540696333479625 }, { "score": 8.292576789855957, "text": "MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\",", "probability": 0.006823668619612779 }, { "score": 8.249241828918457, "text": "MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC.,", "probability": 0.006534280797338028 }, { "score": 8.227395057678223, "text": "MTS, INC., hereinafter referred to as \"Customer\",", "probability": 0.006393075911123659 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Agreement Date": [ { "score": 14.438891410827637, "text": "March 1, 1998", "probability": 0.6218136371540651 }, { "score": 13.771234512329102, "text": "March 4, 1998", "probability": 0.3189337913520238 }, { "score": 11.284608840942383, "text": "March 4, 1998 Date: 3-5-98", "probability": 0.02653216735304377 }, { "text": "", "score": 11.228763580322266, "probability": 0.025091084870831455 }, { "score": 9.323774337768555, "text": "3-5-98", "probability": 0.0037341617265616886 }, { "score": 8.827773094177246, "text": "Date: March 4, 1998", "probability": 0.0022739584251619156 }, { "score": 6.370183944702148, "text": "4, 1998", "probability": 0.0001947444608487224 }, { "score": 6.341146469116211, "text": "Date: March 4, 1998 Date: 3-5-98", "probability": 0.00018917088620947872 }, { "score": 6.288455486297607, "text": ", 1998", "probability": 0.00017946133549305237 }, { "score": 6.238578796386719, "text": "Date: March 1, 1998", "probability": 0.00017072995430911223 }, { "score": 6.217532157897949, "text": ", 1998", "probability": 0.00016717421214512712 }, { "score": 5.938005447387695, "text": "March", "probability": 0.000126407364651496 }, { "score": 5.789468765258789, "text": "[*].", "probability": 0.00010895915230901544 }, { "score": 5.73148250579834, "text": "March 1, 1998\n\nContract No.: pr-4544", "probability": 0.0001028207111515024 }, { "score": 5.694651126861572, "text": "March 1", "probability": 9.910257492905907e-05 }, { "score": 5.674161911010742, "text": "1, 1998", "probability": 9.709270155754778e-05 }, { "score": 5.367580413818359, "text": "March", "probability": 7.14562026092211e-05 }, { "score": 4.939322471618652, "text": "March 1,", "probability": 4.6563956160401684e-05 }, { "score": 4.741961479187012, "text": "March 4", "probability": 3.822408355313834e-05 }, { "score": 4.475793838500977, "text": "1998", "probability": 2.9291522385467007e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Effective Date": [ { "score": 14.77624225616455, "text": "This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW.", "probability": 0.42090976391115176 }, { "score": 14.211658477783203, "text": "March 1, 1998", "probability": 0.23932792791800928 }, { "score": 13.809379577636719, "text": "March 4, 1998", "probability": 0.16006112838518277 }, { "score": 12.984716415405273, "text": "This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW.\n\n (d) Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"", "probability": 0.07016801865046432 }, { "score": 12.729494094848633, "text": "March 4, 1998 Date: 3-5-98", "probability": 0.05436226808821801 }, { "text": "", "score": 11.80562973022461, "probability": 0.02158084136526328 }, { "score": 11.102680206298828, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"", "probability": 0.010685165988156688 }, { "score": 10.895587921142578, "text": "3-5-98", "probability": 0.00868644824452632 }, { "score": 10.42149543762207, "text": "Date: March 4, 1998", "probability": 0.005406876961131401 }, { "score": 10.292304992675781, "text": "This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW", "probability": 0.004751599079537225 }, { "score": 9.341609954833984, "text": "Date: March 4, 1998 Date: 3-5-98", "probability": 0.0018363615066720007 }, { "score": 8.143839836120605, "text": "The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.0005543361835114525 }, { "score": 8.089569091796875, "text": "This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW.\n\n (d) Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date", "probability": 0.0005250537234935242 }, { "score": 7.5431976318359375, "text": "(c) This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW.", "probability": 0.00030403083520541264 }, { "score": 7.341123580932617, "text": "Date: March 1, 1998", "probability": 0.00024840365818802574 }, { "score": 6.904092788696289, "text": "Date: 3-5-98", "probability": 0.0001604567257498645 }, { "score": 6.83664083480835, "text": "This Agreement shall be effective on the date of signed acceptance (\"", "probability": 0.00014999055580761577 }, { "score": 6.6666460037231445, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"", "probability": 0.0001265424088418606 }, { "score": 6.2075324058532715, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date", "probability": 7.995499404055957e-05 }, { "score": 6.141298294067383, "text": "This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW.\n\n (d) Renewal agreement shall be effective on the \"Effective Date\"", "probability": 7.48308168486123e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Expiration Date": [ { "score": 12.909669876098633, "text": "The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.590563080136137 }, { "text": "", "score": 11.770544052124023, "probability": 0.18903848731442432 }, { "score": 11.004484176635742, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.08787283876675907 }, { "score": 10.07082462310791, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term. MMMW may cancel this Agreement if the Customer does not remit payment according to the terms of MMMW's invoice.\n\n (e) The term of this Agreement consists of the Initial Term and any continuations.", "probability": 0.03454390770284631 }, { "score": 10.012529373168945, "text": "The term of this Agreement consists of the Initial Term and any continuations.", "probability": 0.03258773374113712 }, { "score": 9.356800079345703, "text": "Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.01691509905286882 }, { "score": 9.300065040588379, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 0.015982136333831727 }, { "score": 8.953489303588867, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.011301052719283597 }, { "score": 8.803935050964355, "text": "March 1, 1998", "probability": 0.009731242926872155 }, { "score": 8.095438003540039, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 0.004791505115058921 }, { "score": 7.347351551055908, "text": "The Initial Term of this Technical Infrastructure Maintenance Agreement", "probability": 0.0022676819216514636 }, { "score": 6.441499710083008, "text": "The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date", "probability": 0.0009165911968131963 }, { "score": 6.088802814483643, "text": "Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.000644171292096947 }, { "score": 6.017389297485352, "text": "March 4, 1998", "probability": 0.0005997729429973052 }, { "score": 6.000115871429443, "text": "The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date. The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer.", "probability": 0.0005895017739395773 }, { "score": 5.559540271759033, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each", "probability": 0.00037944214306822346 }, { "score": 5.534363746643066, "text": "(a) MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.00037000836164148755 }, { "score": 5.442165374755859, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement", "probability": 0.0003374195908275232 }, { "score": 5.394201278686523, "text": "Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.0003216175595668434 }, { "score": 5.129049301147461, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW", "probability": 0.0002467094081783887 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Renewal Term": [ { "text": "", "score": 11.487488746643066, "probability": 0.538186849286918 }, { "score": 10.259035110473633, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 0.1575514650643322 }, { "score": 10.238434791564941, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 0.15433905656345343 }, { "score": 9.19478702545166, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 0.05435323221530694 }, { "score": 8.710500717163086, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows", "probability": 0.03348902502273827 }, { "score": 7.886661529541016, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 0.01469310867537363 }, { "score": 7.179409027099609, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.0072436562355060055 }, { "score": 7.052229881286621, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support", "probability": 0.006378589159426965 }, { "score": 6.932868480682373, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term. MMMW may cancel this Agreement if the Customer does not remit payment according to the terms of MMMW's invoice.\n\n (e) The term of this Agreement consists of the Initial Term and any continuations.", "probability": 0.005660914985766701 }, { "score": 6.717652320861816, "text": "Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement.", "probability": 0.004564775697593601 }, { "score": 6.505550384521484, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"\n\n (e) Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement.", "probability": 0.003692365986202545 }, { "score": 6.458737850189209, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"", "probability": 0.0035235003281589555 }, { "score": 6.388874053955078, "text": "infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement. Services provided between these two dates are billable.\n\n[*] Confidential portions omitted and filed separately with the Securities and Exchange Commission.\n\n2 2. TERM\n\n (a) MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 0.0032857374297473405 }, { "score": 6.338127136230469, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows", "probability": 0.0031231565120037486 }, { "score": 6.337562084197998, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 0.0031213922645616596 }, { "score": 6.163169860839844, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term", "probability": 0.0026218676768420073 }, { "score": 5.490903854370117, "text": "Upon expiration of that 12 months,", "probability": 0.0013385954747576524 }, { "score": 5.264867305755615, "text": "Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement", "probability": 0.0010677828143263023 }, { "score": 5.095274448394775, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement", "probability": 0.0009012176416573592 }, { "score": 5.052765846252441, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"\n\n (e) Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement", "probability": 0.0008637109653270713 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.870882987976074, "probability": 0.5038298199641477 }, { "score": 11.784353256225586, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 0.4620665001767956 }, { "score": 7.917699813842773, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 0.009670261757407551 }, { "score": 7.917633533477783, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term", "probability": 0.009669620830169397 }, { "score": 6.624445915222168, "text": "Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement.", "probability": 0.0026532929188861245 }, { "score": 6.5333452224731445, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"", "probability": 0.0024222595108975477 }, { "score": 6.3072919845581055, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows", "probability": 0.0019321773909408266 }, { "score": 6.176989555358887, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"\n\n (e) Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement.", "probability": 0.0016961231039866055 }, { "score": 5.925640106201172, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support", "probability": 0.0013191606596843354 }, { "score": 5.645998477935791, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 0.0009973575396711434 }, { "score": 5.559449672698975, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"", "probability": 0.0009146674128318021 }, { "score": 5.251541614532471, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 0.0006722648989998837 }, { "score": 5.084151268005371, "text": "Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement. Services provided between these two dates are billable.", "probability": 0.0005686482830386864 }, { "score": 4.63669490814209, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"\n\n (e) Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement. Services provided between these two dates are billable.", "probability": 0.0003635096163107144 }, { "score": 4.266848087310791, "text": "Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement", "probability": 0.0002511270359871798 }, { "score": 4.14390230178833, "text": "Customer", "probability": 0.00022207455193951883 }, { "score": 4.040869235992432, "text": "Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement. Services provided between these two dates are billable.\n\n[*] Confidential portions omitted and filed separately with the Securities and Exchange Commission.\n\n2 2. TERM\n\n (a) MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system", "probability": 0.00020033281915483422 }, { "score": 4.035590648651123, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows", "probability": 0.0001992781309524315 }, { "score": 3.944974422454834, "text": "(d) Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 0.0001820143018734019 }, { "score": 3.873795747756958, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date. The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer.", "probability": 0.00016950909632478838 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Governing Law": [ { "score": 15.482001304626465, "text": "This Agreement shall be interpreted in accordance with the laws of the State of Indiana.", "probability": 0.957869785384555 }, { "text": "", "score": 12.266736030578613, "probability": 0.03845337895508297 }, { "score": 9.130780220031738, "text": "This Agreement shall be interpreted in accordance with the laws of the State of Indiana", "probability": 0.0016711144860137635 }, { "score": 8.984615325927734, "text": "(d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.", "probability": 0.0014438683509836875 }, { "score": 7.2405242919921875, "text": ".", "probability": 0.0002523936852871983 }, { "score": 6.085074424743652, "text": "This", "probability": 7.94827680782896e-05 }, { "score": 5.946505546569824, "text": "This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 6.919795888172402e-05 }, { "score": 4.713561534881592, "text": "Agreement shall be interpreted in accordance with the laws of the State of Indiana.", "probability": 2.0166591610563778e-05 }, { "score": 4.669099807739258, "text": "d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.", "probability": 1.928959106620265e-05 }, { "score": 4.632962226867676, "text": "(c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.", "probability": 1.8604956924991663e-05 }, { "score": 4.48817253112793, "text": "shall be interpreted in accordance with the laws of the State of Indiana.", "probability": 1.609708743260252e-05 }, { "score": 4.324573040008545, "text": "the State of Indiana.", "probability": 1.3667747492120794e-05 }, { "score": 4.3092546463012695, "text": "laws of the State of Indiana.", "probability": 1.3459974988309763e-05 }, { "score": 4.2589216232299805, "text": "such products or services.\n\n (c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.", "probability": 1.2799261102855432e-05 }, { "score": 3.92014217376709, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.", "probability": 9.121260374144774e-06 }, { "score": 3.902132511138916, "text": "be interpreted in accordance with the laws of the State of Indiana.", "probability": 8.958459942793244e-06 }, { "score": 3.889833450317383, "text": "State of Indiana.", "probability": 8.84895408904807e-06 }, { "score": 3.6327104568481445, "text": "This Agreement shall be interpreted", "probability": 6.842658163515317e-06 }, { "score": 3.617216110229492, "text": "Indiana.", "probability": 6.737452795113466e-06 }, { "score": 3.531566619873047, "text": "This Agreement shall be interpreted in accordance with the", "probability": 6.184415135203839e-06 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.075250625610352, "probability": 0.9966607239445262 }, { "score": 5.893733978271484, "text": "If MMMW notifies the Customer of any increase in charges in accordance with paragraph (a) above, the Customer may cancel the forthcoming service by advising MMMW in writing within thirty (30) days after notification of the change.", "probability": 0.00206038687334307 }, { "score": 4.258181571960449, "text": "If MMMW notifies the Customer of any increase in charges in accordance with paragraph (a) above, the Customer may cancel the forthcoming service by advising MMMW in writing within thirty (30) days after notification of the change. If MMMW is not so advised, it is conclusively presumed that the Customer has accepted such change.", "probability": 0.00040145547894787094 }, { "score": 3.7308993339538574, "text": "MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions:", "probability": 0.00023694176708151263 }, { "score": 3.4923529624938965, "text": "If MMMW notifies the Customer of any increase in charges in", "probability": 0.0001866561270000083 }, { "score": 2.449887275695801, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 6.581200998003275e-05 }, { "score": 2.4156432151794434, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 6.359649022314289e-05 }, { "score": 1.9667510986328125, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 4.0595863091008704e-05 }, { "score": 1.9459058046340942, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and handled as soon as possible directly behind contracted Technical Supported clients. Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW.", "probability": 3.9758389407460665e-05 }, { "score": 1.843502402305603, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 3.5888520128586e-05 }, { "score": 1.8427592515945435, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 3.586185945700909e-05 }, { "score": 1.6978176832199097, "text": "If MMMW is not so advised, it is conclusively presumed that the Customer has accepted such change.", "probability": 3.1023120581117225e-05 }, { "score": 1.6763440370559692, "text": "(b) If MMMW notifies the Customer of any increase in charges in accordance with paragraph (a) above, the Customer may cancel the forthcoming service by advising MMMW in writing within thirty (30) days after notification of the change.", "probability": 3.0364042794280925e-05 }, { "score": 1.3186196088790894, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 2.123253504809687e-05 }, { "score": 1.2450147867202759, "text": "If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.\n\n[*].\n\nMEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions:", "probability": 1.9725847965629407e-05 }, { "score": 1.1031626462936401, "text": "Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW.", "probability": 1.7117095736560707e-05 }, { "score": 1.0502746105194092, "text": "MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW", "probability": 1.623532914259855e-05 }, { "score": 0.8572019934654236, "text": "MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions:", "probability": 1.3384764224850177e-05 }, { "score": 0.7342125773429871, "text": "MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions:", "probability": 1.1835785903825026e-05 }, { "score": 0.6970627307891846, "text": "MEDICAL MANAGER, MIDWEST, INC.,", "probability": 1.1404155417187823e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Compete": [ { "text": "", "score": 11.785717010498047, "probability": 0.9995798863181494 }, { "score": 3.172847032546997, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.0001816751819578133 }, { "score": 2.5744144916534424, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 9.986186061812846e-05 }, { "score": 1.487572431564331, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 3.3681400702932706e-05 }, { "score": 1.3410956859588623, "text": "MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location.", "probability": 2.909216900111087e-05 }, { "score": 0.9871474504470825, "text": "(e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 2.0420122177768202e-05 }, { "score": 0.6890421509742737, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.5156288017203376e-05 }, { "score": 0.5835981369018555, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support", "probability": 1.3639520289614471e-05 }, { "score": -0.28134799003601074, "text": "If customer elects to not accept the Technical Support Retainer", "probability": 5.743250593195891e-06 }, { "score": -0.7858617305755615, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 3.467769579925672e-06 }, { "score": -1.0043548345565796, "text": "At the time this Agreement is agreed to by the Customer, the Customer will have notified MMMW of the location(s) of the hardware. MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location.", "probability": 2.7871470528429045e-06 }, { "score": -1.1474233865737915, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 2.4156054483593326e-06 }, { "score": -1.2249338626861572, "text": "If your office places a call to the MMMW Support Desk to receive help for a non-functioning printer, our Support Analyst will track and log the length of the call to deduct from the total of your available Technical Support Retainer.\n\n (c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 2.235443143315255e-06 }, { "score": -1.4118070602416992, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.\n\n (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement.", "probability": 1.8544094420110454e-06 }, { "score": -1.5048933029174805, "text": "MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location. The Customer shall notify MMMW of any change in location and MMMW may elect not to provide On Call service at the changed location.", "probability": 1.6895801102550428e-06 }, { "score": -1.6008758544921875, "text": "If", "probability": 1.534949514650384e-06 }, { "score": -1.7236213684082031, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner", "probability": 1.3576455376080244e-06 }, { "score": -1.807826042175293, "text": "(c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 1.2480062816857443e-06 }, { "score": -1.8102161884307861, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 1.2450269261108982e-06 }, { "score": -2.0211021900177, "text": "(e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 1.008305456003869e-06 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Exclusivity": [ { "text": "", "score": 12.166909217834473, "probability": 0.7365187431741892 }, { "score": 10.608617782592773, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 0.15503381420961898 }, { "score": 9.833361625671387, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 0.07140637081003515 }, { "score": 8.6445894241333, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition. Said obligation shall be subject to the conditions and charges of Section 3, 4 and 5 and the prompt submission of (or notification to MMMW of the problem) the hardware to MMMW for service.", "probability": 0.021750024649801605 }, { "score": 7.470037460327148, "text": "MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location.", "probability": 0.006719830473452963 }, { "score": 7.318331718444824, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition", "probability": 0.00577395440826629 }, { "score": 5.546492576599121, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition", "probability": 0.0009816877873428877 }, { "score": 5.308553695678711, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 0.0007738162492891993 }, { "score": 4.169157028198242, "text": "M", "probability": 0.00024763051439445025 }, { "score": 3.609722375869751, "text": "MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location", "probability": 0.00014152878466320405 }, { "score": 3.5575149059295654, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition. Said obligation shall be subject to the conditions and charges of Section 3, 4 and 5 and the prompt submission of (or notification to MMMW of the problem) the hardware to MMMW for service", "probability": 0.0001343294885477925 }, { "score": 3.367485284805298, "text": "MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location. The Customer shall notify MMMW of any change in location and MMMW may elect not to provide On Call service at the changed location.", "probability": 0.00011108170709875484 }, { "score": 3.310364007949829, "text": "M", "probability": 0.00010491439728082181 }, { "score": 2.7431421279907227, "text": "MMMW's", "probability": 5.949682047315701e-05 }, { "score": 2.6275744438171387, "text": "Said obligation shall be subject to the conditions and charges of Section 3, 4 and 5 and the prompt submission of (or notification to MMMW of the problem) the hardware to MMMW for service.", "probability": 5.300335373262635e-05 }, { "score": 2.5824408531188965, "text": "MMMW's sole and", "probability": 5.0664303965247424e-05 }, { "score": 2.3768467903137207, "text": "MMMW's", "probability": 4.124902747011993e-05 }, { "score": 2.2331438064575195, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition. Said", "probability": 3.572763761512103e-05 }, { "score": 2.1067440509796143, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 3.148542677407043e-05 }, { "score": 2.079746723175049, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition. Said", "probability": 3.0646775988798254e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.128293991088867, "probability": 0.9917424211917649 }, { "score": 6.720133304595947, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 0.004442879627720521 }, { "score": 6.131819725036621, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their", "probability": 0.00246696623665256 }, { "score": 5.13666296005249, "text": "If customer elects to not accept the Technical Support Retainer", "probability": 0.0009119522811978708 }, { "score": 3.528620719909668, "text": "If customer elects to not accept the Technical Support Retainer", "probability": 0.00018264519126750148 }, { "score": 2.097651958465576, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner", "probability": 4.366630114926809e-05 }, { "score": 2.087052583694458, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and handled as soon as possible directly behind contracted Technical Supported clients.", "probability": 4.320590989850275e-05 }, { "score": 1.866976022720337, "text": "If customer elects to not accept the Technical Support Retainer Contract,", "probability": 3.467090033710235e-05 }, { "score": 1.7482142448425293, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department.", "probability": 3.078842939015896e-05 }, { "score": 1.3250985145568848, "text": "If", "probability": 2.016650822975155e-05 }, { "score": 1.2425159215927124, "text": "(c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 1.856801778862712e-05 }, { "score": 1.1156412363052368, "text": "(c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their", "probability": 1.635552795969494e-05 }, { "score": 0.44903993606567383, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their", "probability": 8.397756958751212e-06 }, { "score": 0.22462701797485352, "text": "Phone calls to the MMMW Support Department or Technical Department related to Technical Issues are also charged against your Technical Support Retainer in 15 minute increments. Example: If your office places a call to the MMMW Support Desk to receive help for a non-functioning printer, our Support Analyst will track and log the length of the call to deduct from the total of your available Technical Support Retainer.\n\n (c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their", "probability": 6.709683110261846e-06 }, { "score": 0.02824854850769043, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 5.513354576166206e-06 }, { "score": -0.009282112121582031, "text": "If customer elects to not accept the Technical Support Retainer Contract,", "probability": 5.310269531977331e-06 }, { "score": -0.022623896598815918, "text": "MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions:", "probability": 5.239891588001157e-06 }, { "score": -0.04471731185913086, "text": "If customer elects to not accept the Technical Support Retainer Contract", "probability": 5.125393966313687e-06 }, { "score": -0.11987161636352539, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on", "probability": 4.7543171979534524e-06 }, { "score": -0.1392207145690918, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and handled as soon as possible directly behind contracted Technical Supported clients. Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW.", "probability": 4.663209713859965e-06 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.972240447998047, "probability": 0.9901523773146395 }, { "score": 6.859705448150635, "text": "MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location.", "probability": 0.005961510257679787 }, { "score": 5.338280200958252, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.0013019961681388769 }, { "score": 5.165173053741455, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 0.001095040614564998 }, { "score": 3.815558910369873, "text": "Phone calls to the MMMW Support Department or Technical Department related to Technical Issues are also charged against your Technical Support Retainer in 15 minute increments. Example: If your office places a call to the MMMW Support Desk to receive help for a non-functioning printer, our Support Analyst will track and log the length of the call to deduct from the total of your available Technical Support Retainer.\n\n (c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 0.00028398817191807563 }, { "score": 3.7193164825439453, "text": "MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location. The Customer shall notify MMMW of any change in location and MMMW may elect not to provide On Call service at the changed location.", "probability": 0.0002579304980667568 }, { "score": 3.363163471221924, "text": "MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location", "probability": 0.00018064560888118525 }, { "score": 3.1962850093841553, "text": "MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions:", "probability": 0.000152880823750292 }, { "score": 2.9973087310791016, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 0.00012529643500575763 }, { "score": 2.7893238067626953, "text": "Phone calls to the MMMW Support Department or Technical Department related to Technical Issues are also charged against your Technical Support Retainer in 15 minute increments.", "probability": 0.00010176818039991941 }, { "score": 2.7593026161193848, "text": "At the time this Agreement is agreed to by the Customer, the Customer will have notified MMMW of the location(s) of the hardware. MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location.", "probability": 9.875838335061155e-05 }, { "score": 2.027928352355957, "text": "On Call Service Selection: At the time this Agreement is agreed to by the Customer, the Customer will have notified MMMW of the location(s) of the hardware. MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location.", "probability": 4.7527192983823624e-05 }, { "score": 1.997654676437378, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner", "probability": 4.61099312485195e-05 }, { "score": 1.969379186630249, "text": "If customer elects to not accept the Technical Support Retainer Contract,", "probability": 4.4824410370775626e-05 }, { "score": 1.8811533451080322, "text": "If customer elects to not accept the Technical Support Retainer", "probability": 4.103917194401744e-05 }, { "score": 1.6405987739562988, "text": "(c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 3.226465803529646e-05 }, { "score": 1.2905796766281128, "text": "If MMMW notifies the Customer of any increase in charges in accordance with paragraph (a) above, the Customer may cancel the forthcoming service by advising MMMW in writing within thirty (30) days after notification of the change.", "probability": 2.2736086033677907e-05 }, { "score": 1.2862555980682373, "text": "M", "probability": 2.2637985661236655e-05 }, { "score": 0.9241842031478882, "text": "service at any other location.", "probability": 1.576130494209249e-05 }, { "score": 0.8684439659118652, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department.", "probability": 1.4906802384753364e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.20197868347168, "probability": 0.9999670464501815 }, { "score": 0.9974228143692017, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 1.3611591348444435e-05 }, { "score": 0.9214397668838501, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 1.2615657324104581e-05 }, { "score": -1.0851812362670898, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 1.6960765706384842e-06 }, { "score": -1.8974888324737549, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.\n\n (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement.", "probability": 7.527742385987374e-07 }, { "score": -1.9948487281799316, "text": "(e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 6.829389504727167e-07 }, { "score": -2.069077730178833, "text": "If customer elects to not accept the Technical Support Retainer Contract,", "probability": 6.340808495162081e-07 }, { "score": -2.143228769302368, "text": "If", "probability": 5.887640034374702e-07 }, { "score": -2.241717576980591, "text": "If customer elects to not accept the Technical Support Retainer", "probability": 5.335413754147066e-07 }, { "score": -3.0013298988342285, "text": "(c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 2.4961614066934185e-07 }, { "score": -3.1172828674316406, "text": "(c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 2.2228744284555943e-07 }, { "score": -3.226219415664673, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and handled as soon as possible directly behind contracted Technical Supported clients.", "probability": 1.9934455979078306e-07 }, { "score": -3.2651379108428955, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner", "probability": 1.9173539846590103e-07 }, { "score": -3.4150869846343994, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.6503659129648982e-07 }, { "score": -3.44040584564209, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 1.6091050707145902e-07 }, { "score": -3.4989230632781982, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 1.5176467587001837e-07 }, { "score": -3.5622000694274902, "text": "No", "probability": 1.42458984463867e-07 }, { "score": -3.627488374710083, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department.", "probability": 1.3345519782142854e-07 }, { "score": -3.6640868186950684, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 1.2865924280004612e-07 }, { "score": -3.9901998043060303, "text": "If customer elects to not accept the Technical Support Retainer Contract", "probability": 9.285641683240924e-08 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.754983901977539, "probability": 0.9431444732758888 }, { "score": 8.844788551330566, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.05136844771407978 }, { "score": 6.186595439910889, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.0035996298288327195 }, { "score": 4.768125534057617, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES,", "probability": 0.0008714133101235842 }, { "score": 4.425366401672363, "text": "(b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.0006185371505524885 }, { "score": 3.076885938644409, "text": "No action, regardless of form, related to, or arising out of", "probability": 0.0001605935746917969 }, { "score": 2.1636719703674316, "text": "(e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 6.443537762559806e-05 }, { "score": 1.4487252235412598, "text": "M", "probability": 3.1522957107877654e-05 }, { "score": 1.3295774459838867, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL", "probability": 2.7982191777951762e-05 }, { "score": 1.1361737251281738, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT.", "probability": 2.3061500429481354e-05 }, { "score": 1.019904375076294, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.\n\n (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement.", "probability": 2.053016419893215e-05 }, { "score": 0.9121026992797852, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages", "probability": 1.843209711272201e-05 }, { "score": 0.3487039804458618, "text": "(b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES,", "probability": 1.0492857990716452e-05 }, { "score": 0.2839217185974121, "text": "No", "probability": 9.834656967856152e-06 }, { "score": -0.23235201835632324, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 5.868733400800637e-06 }, { "score": -0.262315034866333, "text": ".", "probability": 5.695496751845996e-06 }, { "score": -0.29211997985839844, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES", "probability": 5.528247591388507e-06 }, { "score": -0.3521749973297119, "text": "NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 5.2060210844473186e-06 }, { "score": -0.5675444602966309, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES,", "probability": 4.197320701975533e-06 }, { "score": -0.5867390632629395, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN", "probability": 4.117523089314851e-06 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Termination For Convenience": [ { "score": 13.099997520446777, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 0.7894159948579742 }, { "text": "", "score": 11.738179206848145, "probability": 0.20224404494377618 }, { "score": 7.936985969543457, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term", "probability": 0.004518959978718258 }, { "score": 6.298463821411133, "text": "(d) Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 0.00087788447279232 }, { "score": 5.6122236251831055, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term. MMMW may cancel this Agreement if the Customer does not remit payment according to the terms of MMMW's invoice.", "probability": 0.00044198449787714617 }, { "score": 5.518288612365723, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.0004023570167945092 }, { "score": 5.431836128234863, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement", "probability": 0.0003690334579341174 }, { "score": 4.95781135559082, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement", "probability": 0.00022972031315408482 }, { "score": 4.944570541381836, "text": "Customer", "probability": 0.0002266986777697005 }, { "score": 4.830926895141602, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term. MMMW may cancel this Agreement", "probability": 0.00020234579266580896 }, { "score": 4.802235126495361, "text": "Customer, upon thirty days prior written notice, may", "probability": 0.00019662263043140944 }, { "score": 4.791265964508057, "text": "All charges are subject to change by MMMW for the forthcoming period capped at the CPI annually, on thirty days written notice. MMMW reserves the right to apply [*] finance charges.\n\n (b) If MMMW notifies the Customer of any increase in charges in accordance with paragraph (a) above, the Customer may cancel the forthcoming service by advising MMMW in writing within thirty (30) days after notification of the change.", "probability": 0.0001944776308792146 }, { "score": 4.505180358886719, "text": "If MMMW notifies the Customer of any increase in charges in accordance with paragraph (a) above, the Customer may cancel the forthcoming service by advising MMMW in writing within thirty (30) days after notification of the change.", "probability": 0.00014609126694847528 }, { "score": 4.179251670837402, "text": "Customer, upon thirty days prior written notice, may cancel this", "probability": 0.00010545695439487335 }, { "score": 4.080114364624023, "text": "Customer, upon thirty days prior written notice, may", "probability": 9.550375329449296e-05 }, { "score": 4.076895713806152, "text": "All charges are subject to change by MMMW for the forthcoming period capped at the CPI annually, on thirty days written notice.", "probability": 9.519685422625917e-05 }, { "score": 3.864884853363037, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term. M", "probability": 7.701005802053184e-05 }, { "score": 3.6280040740966797, "text": "d) Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 6.076750918311184e-05 }, { "score": 3.444502830505371, "text": "upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 5.057988735173548e-05 }, { "score": 3.418252944946289, "text": "Customer, upon thirty days prior written notice,", "probability": 4.926944581385175e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.258056640625, "probability": 0.9503874889609827 }, { "score": 8.999227523803711, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 0.036526596545989935 }, { "score": 7.110787868499756, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 0.005526755930710963 }, { "score": 5.682049751281738, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner", "probability": 0.001324272027445102 }, { "score": 5.536678791046143, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows", "probability": 0.0011450999605326297 }, { "score": 5.44720458984375, "text": "MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions:", "probability": 0.0010470929796967423 }, { "score": 5.169158935546875, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 0.0007929239841409822 }, { "score": 5.092422962188721, "text": "If customer elects to not accept the Technical Support Retainer", "probability": 0.0007343541350598927 }, { "score": 5.088750839233398, "text": "MMMW may elect to exchange or repair the", "probability": 0.0007316624415226917 }, { "score": 4.364758491516113, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and handled as soon as possible directly behind contracted Technical Supported clients.", "probability": 0.00035471935035040806 }, { "score": 4.259227275848389, "text": "The Customer shall notify MMMW of any change in location and MMMW may elect not to provide On Call service at the changed location.\n\n i) The Customer shall provide full, free, timely and safe access to the hardware for MMMW to provide the service.\n\n ii) MMMW may elect to exchange or repair the", "probability": 0.0003191929244293426 }, { "score": 4.103370189666748, "text": "The Customer shall notify MMMW of any change in location and MMMW may elect not to provide On Call service at the changed location.", "probability": 0.0002731274708975969 }, { "score": 4.023586273193359, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department.", "probability": 0.0002521829197204064 }, { "score": 3.3107736110687256, "text": "The Customer shall provide full, free, timely and safe access to the hardware for MMMW to provide the service.\n\n ii) MMMW may elect to exchange or repair the", "probability": 0.00012363603328586158 }, { "score": 3.128169059753418, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date. The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer.\n\n (b) MMMW shall make two options of hardware support available to Customer:", "probability": 0.00010300087493007027 }, { "score": 3.0303494930267334, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and handled as soon as possible directly behind contracted Technical Supported clients. Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW.", "probability": 9.340248173623647e-05 }, { "score": 2.8523919582366943, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 7.817581910627736e-05 }, { "score": 2.7734169960021973, "text": "If", "probability": 7.223938667057797e-05 }, { "score": 2.5908212661743164, "text": "If customer elects to not accept the Technical Support Retainer Contract,", "probability": 6.018298607805462e-05 }, { "score": 2.4804282188415527, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and handled as soon as possible directly behind contracted Technical Supported clients. Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW. Customer is to incur the cost of swap equipment. Swap equipment is", "probability": 5.389278671333266e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Change Of Control": [ { "text": "", "score": 12.297825813293457, "probability": 0.9973613337339051 }, { "score": 5.881649017333984, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.0016305808961555243 }, { "score": 4.610349178314209, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 0.0004573238436211907 }, { "score": 3.23142671585083, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term. MMMW may cancel this", "probability": 0.0001151769114621927 }, { "score": 3.195913076400757, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 0.00011115833956159573 }, { "score": 2.8368451595306396, "text": "This Agreement may not be changed, released or discharged except by a written agreement entered into by duly authorized representatives of the parties.", "probability": 7.76248610720059e-05 }, { "score": 2.644512414932251, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.\n\n (f) The customer represents that the Customer is either the owner", "probability": 6.404301749452159e-05 }, { "score": 2.1630971431732178, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 3.9572709797498846e-05 }, { "score": 1.9318153858184814, "text": "The Customer is solely responsible for the acquisition, use and results of any products or services not provided by MMMW, not withstanding any MMMW recommendation of or referral to such products or services.\n\n (c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 3.1401572673624626e-05 }, { "score": 1.8182861804962158, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 2.8031497018796616e-05 }, { "score": 1.7316820621490479, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent;", "probability": 2.570600579541568e-05 }, { "score": 1.051487684249878, "text": "The Customer shall not assign or transfer its rights or", "probability": 1.3020568185123595e-05 }, { "score": 0.4639892578125, "text": "No", "probability": 7.235734308134945e-06 }, { "score": 0.41744446754455566, "text": "(c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 6.9066661818889335e-06 }, { "score": 0.2748519778251648, "text": "(c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 5.988821024593224e-06 }, { "score": 0.2172858715057373, "text": "This Agreement may not be changed, released or discharged except by a written agreement entered into by duly authorized representatives of the parties.\n\nMMMW and Customer accept and agree to the terms and conditions of this Agreement.\n\nMTS, INC. MEDICAL MANAGER, MIDWEST, INC.", "probability": 5.653803262446497e-06 }, { "score": 0.18881261348724365, "text": "(e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 5.4950913090879795e-06 }, { "score": 0.04365074634552002, "text": "The Customer shall notify MMMW of any change in location and MMMW may elect not to provide On Call service at the changed location.", "probability": 4.752607131843201e-06 }, { "score": 0.014149636030197144, "text": "MMMW may cancel this", "probability": 4.614447890109275e-06 }, { "score": -0.038251399993896484, "text": "(d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 4.3788721489725165e-06 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Anti-Assignment": [ { "score": 14.416772842407227, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 0.8882538181270418 }, { "text": "", "score": 12.133888244628906, "probability": 0.0905926365620121 }, { "score": 9.834975242614746, "text": "(c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 0.009092591250086195 }, { "score": 9.76956844329834, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent;", "probability": 0.008516906041881532 }, { "score": 8.519588470458984, "text": "any prohibited assignment or transfer shall be void.", "probability": 0.0024401833048602827 }, { "score": 6.083291053771973, "text": "The Customer shall not assign or transfer its rights or", "probability": 0.0002134774109848022 }, { "score": 5.86634635925293, "text": "The", "probability": 0.00017184386951635692 }, { "score": 5.778669834136963, "text": "The Customer is solely responsible for the acquisition, use and results of any products or services not provided by MMMW, not withstanding any MMMW recommendation of or referral to such products or services.\n\n (c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 0.0001574188054027009 }, { "score": 5.710212707519531, "text": "Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 0.00014700295336110623 }, { "score": 5.187770843505859, "text": "(c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent;", "probability": 8.7183126910176e-05 }, { "score": 4.746589660644531, "text": "(b) The Customer is solely responsible for the acquisition, use and results of any products or services not provided by MMMW, not withstanding any MMMW recommendation of or referral to such products or services.\n\n (c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 5.608282582280023e-05 }, { "score": 4.553475856781006, "text": ".", "probability": 4.6234017040509464e-05 }, { "score": 4.531649112701416, "text": "The Customer shall not assign or transfer its rights", "probability": 4.523581239048448e-05 }, { "score": 4.1745405197143555, "text": "The Customer shall", "probability": 3.165134012334516e-05 }, { "score": 4.163046836853027, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except", "probability": 3.1289632317172084e-05 }, { "score": 3.9479212760925293, "text": "c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 2.5233216610928e-05 }, { "score": 3.9237914085388184, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall", "probability": 2.4631629731255425e-05 }, { "score": 3.9015798568725586, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent", "probability": 2.4090554321976102e-05 }, { "score": 3.8023009300231934, "text": "except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 2.1813758617774813e-05 }, { "score": 3.7487220764160156, "text": "; any prohibited assignment or transfer shall be void.", "probability": 2.0675760966796765e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.102368354797363, "probability": 0.9998244591151183 }, { "score": 3.240211009979248, "text": "Support will be charged at [*] per hour.", "probability": 0.0001416242830258192 }, { "score": 1.0181933641433716, "text": "Support will be charged at [*] per hour.\n\n[*].", "probability": 1.535068365791435e-05 }, { "score": -0.20627576112747192, "text": "Support will be charged at [*] per hour.", "probability": 4.511776081988621e-06 }, { "score": -0.9308691024780273, "text": "Fee for swap equipment is a flat-rate, one time fee as follows (not applicable from the central site): terminal $[*], color terminal $[*], [*] printer $[*], [*] printer $[*], personal computer $[*]. Cluiterports $[*], muxes $[*], multiport boards $[*], power supplies $[*], and [*] printers $[*] are subject to availability.", "probability": 2.1860528026819558e-06 }, { "score": -0.9309384822845459, "text": "Fee for swap equipment is a flat-rate, one time fee as follows (not applicable from the central site): terminal $[*], color terminal $[*], [*] printer $[*], [*] printer $[*], personal computer $[*]. Cluiterports $[*], muxes $[*], multiport boards $[*], power supplies $[*], and [*] printers $[*] are subject to availability. All other equipment is subject to availability. Phone calls to the MMMW Support Department or Technical Department related to Technical Issues are also charged against your Technical Support Retainer in 15 minute increments.", "probability": 2.1859011400226903e-06 }, { "score": -1.002408504486084, "text": "Fee for swap equipment is a flat-rate, one time fee as follows (not applicable from the central site): terminal $[*], color terminal $[*], [*] printer $[*], [*] printer $[*], personal computer $[*].", "probability": 2.0351268322590686e-06 }, { "score": -1.5645830631256104, "text": "If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "probability": 1.1599577519790577e-06 }, { "score": -1.6068602800369263, "text": "Support will be charged at [*] per hour.\n\n[*].", "probability": 1.1119401437714746e-06 }, { "score": -1.8151664733886719, "text": "Support will be charged at [*] per hour.\n\n[*].\n\nMEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions:", "probability": 9.028491204480216e-07 }, { "score": -1.888733148574829, "text": "MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf\n\nANNUAL FEE. [ ] Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "probability": 8.388138220720515e-07 }, { "score": -2.1272835731506348, "text": "ANNUAL FEE. [ ] Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "probability": 6.607914958875747e-07 }, { "score": -2.1887121200561523, "text": "Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW.", "probability": 6.214216305896184e-07 }, { "score": -2.2561776638031006, "text": "Customer Name: MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf\n\nANNUAL FEE. [ ] Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "probability": 5.808800389073263e-07 }, { "score": -2.5505599975585938, "text": "Support will be charged at [*] per hour", "probability": 4.327507504930754e-07 }, { "score": -2.9611077308654785, "text": "Support", "probability": 2.870378805386663e-07 }, { "score": -2.96516752243042, "text": "If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.\n\n[*].", "probability": 2.858749288404889e-07 }, { "score": -3.0076088905334473, "text": "[*] per hour.", "probability": 2.7399587055890875e-07 }, { "score": -3.0178427696228027, "text": "Support will be charged at", "probability": 2.712061292342848e-07 }, { "score": -3.2291793823242188, "text": "Cluiterports $[*], muxes $[*], multiport boards $[*], power supplies $[*], and [*] printers $[*] are subject to availability.", "probability": 2.1954177724313663e-07 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.925674438476562, "probability": 0.188698019688124 }, { "score": 11.761555671691895, "text": "Support will be charged at [*] per hour.", "probability": 0.16013691867849703 }, { "score": 11.539727210998535, "text": "All charges are subject to change by MMMW for the forthcoming period capped at the CPI annually, on thirty days written notice.", "probability": 0.1282781214195926 }, { "score": 11.486818313598633, "text": "Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW.", "probability": 0.12166749011293013 }, { "score": 11.396087646484375, "text": "If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "probability": 0.11111449607186906 }, { "score": 11.147600173950195, "text": "Support will be charged at [*] per hour.", "probability": 0.08666704374956932 }, { "score": 10.708907127380371, "text": "If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.\n\n[*].", "probability": 0.05588973024438534 }, { "score": 10.460419654846191, "text": "Support will be charged at [*] per hour.\n\n[*].", "probability": 0.043592851225359414 }, { "score": 10.164976119995117, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period.", "probability": 0.03244186243685281 }, { "score": 9.680046081542969, "text": "If MMMW notifies the Customer of any increase in charges in accordance with paragraph (a) above, the Customer may cancel the forthcoming service by advising MMMW in writing within thirty (30) days after notification of the change.", "probability": 0.01997576124647343 }, { "score": 9.552736282348633, "text": "Support will be charged at [*] per hour.\n\n[*].", "probability": 0.017587876011621904 }, { "score": 8.85473346710205, "text": "If MMMW notifies the Customer of any increase in charges in", "probability": 0.008751341355975445 }, { "score": 8.37696647644043, "text": "Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW. Customer is to incur the cost of swap equipment. Swap equipment is subject to availability. Customer is to incur the cost of travel time/expenses of MMMW Personal.\n\n (d) Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 0.005427290356084889 }, { "score": 8.133440017700195, "text": "If Retainer $[*] support extends beyond [*] hours,", "probability": 0.004254228957574813 }, { "score": 8.081995010375977, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and handled as soon as possible directly behind contracted Technical Supported clients. Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW.", "probability": 0.004040904405715159 }, { "score": 7.903393745422363, "text": "Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW", "probability": 0.0033799714569390754 }, { "score": 7.710944175720215, "text": "If MMMW notifies the Customer of any increase in charges in accordance with paragraph (a) above, the Customer may cancel the forthcoming service by advising MMMW in writing within thirty (30) days after notification of the change. If MMMW is not so advised, it is conclusively presumed that the Customer has accepted such change.", "probability": 0.002788259859749101 }, { "score": 7.457018852233887, "text": "Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "probability": 0.0021629918338409867 }, { "score": 7.406713485717773, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period", "probability": 0.002056873281166198 }, { "score": 6.769837856292725, "text": "Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.\n\n[*].", "probability": 0.001087967607679398 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.160528182983398, "probability": 0.9393022097313873 }, { "score": 9.216814041137695, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period.", "probability": 0.04947280514935111 }, { "score": 6.422366619110107, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period", "probability": 0.003025195464183786 }, { "score": 6.051906108856201, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period. If the Cap of Hours is met before the end of the 12 Month period, Customer may choose to purchase an additional Retainer Support Plan at the same rates.", "probability": 0.002088644300379982 }, { "score": 5.9489569664001465, "text": "If the Cap of Hours is met before the end of the 12 Month period, Customer may choose to purchase an additional Retainer Support Plan at the same rates.", "probability": 0.0018843181907395618 }, { "score": 5.802971839904785, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period.", "probability": 0.0016283722992013726 }, { "score": 4.926553726196289, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.0006778446227710095 }, { "score": 4.16092586517334, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 0.00031522612256249606 }, { "score": 3.9748458862304688, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date. The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer.\n\n (b) MMMW shall make two options of hardware support available to Customer:\n\n TECHNICAL SUPPORT RETAINER is a Support Plan that allows the Customer\n\n\n\n\n\n to pay a Retainer that provides technical Related Support by qualified Support Analysts and Field Technicians. This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period.", "probability": 0.0002617029944463058 }, { "score": 3.695319890975952, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 0.00019788464432636665 }, { "score": 3.6116743087768555, "text": "If Retainer $[*] support extends beyond [*] hours,", "probability": 0.00018200582176832575 }, { "score": 3.583775520324707, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period. If the Cap of Hours is met before the end of the 12 Month period, Customer may choose to purchase an additional Retainer Support Plan at the same rates", "probability": 0.00017699825713865834 }, { "score": 3.4808263778686523, "text": "If the Cap of Hours is met before the end of the 12 Month period, Customer may choose to purchase an additional Retainer Support Plan at the same rates", "probability": 0.00015968302290384997 }, { "score": 3.344879150390625, "text": "Technical Support Hours Maximum: [*];", "probability": 0.00013938550560572348 }, { "score": 3.3423640727996826, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period", "probability": 0.00013903538072425694 }, { "score": 3.1628799438476562, "text": "If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.\n\n[*].", "probability": 0.00011619203650080784 }, { "score": 2.6307406425476074, "text": "If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "probability": 6.824505710510901e-05 }, { "score": 2.461364507675171, "text": "This", "probability": 5.761188442265272e-05 }, { "score": 2.387741804122925, "text": "This Support Plan covers a 12 Month period,", "probability": 5.3522716413880355e-05 }, { "score": 2.380128860473633, "text": "MMMW shall make two options of hardware support available to Customer:\n\n TECHNICAL SUPPORT RETAINER is a Support Plan that allows the Customer\n\n\n\n\n\n to pay a Retainer that provides technical Related Support by qualified Support Analysts and Field Technicians. This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period.", "probability": 5.3116798067093826e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.06605339050293, "probability": 0.7018299677384934 }, { "score": 10.618265151977539, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period.", "probability": 0.16499297957479192 }, { "score": 9.767736434936523, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.070483187621345 }, { "score": 7.98015022277832, "text": "If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "probability": 0.0117963244512193 }, { "score": 7.846080780029297, "text": "Support will be charged at [*] per hour.", "probability": 0.010316231751506855 }, { "score": 7.607307434082031, "text": "Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW.", "probability": 0.008124995765677783 }, { "score": 7.5031232833862305, "text": "If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.\n\n[*].", "probability": 0.007321103415038738 }, { "score": 7.06977653503418, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period", "probability": 0.004746532293780528 }, { "score": 6.785881042480469, "text": "Support will be charged at [*] per hour.", "probability": 0.0035734046166564807 }, { "score": 6.531308174133301, "text": "If Retainer $[*] support extends beyond [*] hours,", "probability": 0.002770273210042047 }, { "score": 6.436527729034424, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period. If the Cap", "probability": 0.002519764644244614 }, { "score": 6.308854103088379, "text": "Support will be charged at [*] per hour.\n\n[*].", "probability": 0.0022177471339061765 }, { "score": 6.075505256652832, "text": "If MMMW notifies the Customer of any increase in charges in", "probability": 0.001756183572047024 }, { "score": 5.93684196472168, "text": "Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "probability": 0.0015287948384191744 }, { "score": 5.915885925292969, "text": "If MMMW notifies the Customer of any increase in charges in accordance with paragraph (a) above, the Customer may cancel the forthcoming service by advising MMMW in writing within thirty (30) days after notification of the change.", "probability": 0.0014970907102322848 }, { "score": 5.626689910888672, "text": "Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "probability": 0.001121119437461218 }, { "score": 5.45981502532959, "text": "Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.\n\n[*].", "probability": 0.0009488095345908639 }, { "score": 5.387900352478027, "text": "Technical Support Hours Maximum: [*];", "probability": 0.0008829719244392673 }, { "score": 5.346451759338379, "text": "All charges are subject to change by MMMW for the forthcoming period capped at the CPI annually, on thirty days written notice. MMMW reserves the right to apply [*] finance charges.\n\n (b) If MMMW notifies the Customer of any increase in charges in", "probability": 0.0008471220756029222 }, { "score": 5.191324234008789, "text": "All charges are subject to change by MMMW for the forthcoming period capped at the CPI annually, on thirty days written notice.", "probability": 0.0007253956905045485 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.286609649658203, "probability": 0.5996776715144277 }, { "score": 11.847448348999023, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 0.38653831488478757 }, { "score": 7.848790645599365, "text": "(d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 0.0070892056250316336 }, { "score": 7.054688453674316, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 0.0032042277212816703 }, { "score": 5.710509300231934, "text": "Replaced parts and hardware become MMMW's property or at clients discretion", "probability": 0.0008355141018908056 }, { "score": 5.657814979553223, "text": "The Customer shall not assign or transfer its rights or", "probability": 0.0007926271270748721 }, { "score": 4.7453742027282715, "text": "The Customer is solely responsible for the acquisition, use and results of any products or services not provided by MMMW, not withstanding any MMMW recommendation of or referral to such products or services.\n\n (c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 0.0003182738350605081 }, { "score": 4.41132926940918, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.\n\n[*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. 3 (e) All programs (excluding any MMMW supplied), data, storage", "probability": 0.00022789094325250447 }, { "score": 4.3238115310668945, "text": "MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 0.00020879427918902378 }, { "score": 4.304319381713867, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.\n\n[*] Confidential portions omitted and filed separately with the Securities and Exchange Commission.", "probability": 0.00020476383850189645 }, { "score": 4.241239547729492, "text": "The Customer shall provide a suitable environment for the Technical Infrastructure in accordance with MMMW specifications of non-humid environment, between the temperature range of 60 degrees F and 80 degrees F.\n\n (c) MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 0.0001922463214064181 }, { "score": 4.126031875610352, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 0.00017132627880621736 }, { "score": 3.9114913940429688, "text": "aced parts and hardware become MMMW's property or at clients discretion.", "probability": 0.00013824525529811574 }, { "score": 3.408936023712158, "text": "Repl", "probability": 8.363599166560806e-05 }, { "score": 3.348501205444336, "text": "The Customer is solely responsible for the acquisition, use and results of any products or services not provided by MMMW, not withstanding any MMMW recommendation of or referral to such products or services.\n\n (c) The Customer shall not assign or transfer its rights or", "probability": 7.873116948726846e-05 }, { "score": 3.1497621536254883, "text": "The Customer is solely responsible for the acquisition, use and results of any products or services not provided by MMMW, not withstanding any MMMW recommendation of or referral to such products or services.", "probability": 6.454096120447001e-05 }, { "score": 2.8728504180908203, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.\n\n[*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. 3 (e) All programs (excluding any MMMW supplied), data, storage media not requiring service, parts, options, attachments or alterations not provided by MMMW shall be removed before", "probability": 4.892988446838333e-05 }, { "score": 2.7556257247924805, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.\n\n[*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. 3 (e) All programs (excluding any MMMW supplied), data, storage media not requiring service, parts, options, attachments or alterations not provided by MMMW shall be removed before hardware", "probability": 4.3517521532203e-05 }, { "score": 2.7253146171569824, "text": "MMMW's property or at clients discretion.", "probability": 4.2218247939415175e-05 }, { "score": 2.6543097496032715, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent;", "probability": 3.932449769338894e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.177326202392578, "probability": 0.989783443075293 }, { "score": 7.538388252258301, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 0.00956918676861544 }, { "score": 3.9844038486480713, "text": "Replaced parts and hardware become MMMW's property or at clients discretion", "probability": 0.00027377842190992634 }, { "score": 3.5921802520751953, "text": "(d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 0.00018495184677538127 }, { "score": 2.826695442199707, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 8.602265515716831e-05 }, { "score": 2.3566246032714844, "text": "MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 5.3760546122570256e-05 }, { "score": 0.5581563115119934, "text": "(d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 8.90018054897273e-06 }, { "score": 0.24902963638305664, "text": "Repl", "probability": 6.533513722701822e-06 }, { "score": 0.03819620609283447, "text": "(d) Replaced parts and hardware become MMMW's property or at clients discretion", "probability": 5.291551317019823e-06 }, { "score": -0.2774081230163574, "text": "The Customer shall provide a suitable environment for the Technical Infrastructure in accordance with MMMW specifications of non-humid environment, between the temperature range of 60 degrees F and 80 degrees F.\n\n (c) MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 3.859382236864038e-06 }, { "score": -0.3617403507232666, "text": "d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 3.5472579646252898e-06 }, { "score": -0.48891615867614746, "text": "(c) MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 3.123640325746493e-06 }, { "score": -0.4931323528289795, "text": "aced parts and hardware become MMMW's property or at clients discretion.", "probability": 3.1104981760650715e-06 }, { "score": -0.5245978832244873, "text": ".", "probability": 3.0141484973888768e-06 }, { "score": -0.8090271949768066, "text": "become MMMW's property or at clients discretion.", "probability": 2.2679765729951924e-06 }, { "score": -0.8813185691833496, "text": "Replaced parts and hardware become MMMW's property or at clients", "probability": 2.1098074391106213e-06 }, { "score": -0.8948225975036621, "text": "Replaced parts and hardware become MMMW's property", "probability": 2.081508047646591e-06 }, { "score": -0.9024028778076172, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 2.065789284772256e-06 }, { "score": -1.1973594427108765, "text": "MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion", "probability": 1.5381121821620974e-06 }, { "score": -1.2819738388061523, "text": "MMMW's property or at clients discretion.", "probability": 1.4133198106810219e-06 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__License Grant": [ { "text": "", "score": 11.82292366027832, "probability": 0.9999987364575855 }, { "score": -3.147918462753296, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 3.149526941894562e-07 }, { "score": -3.2970104217529297, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 2.7132856171747e-07 }, { "score": -4.020967483520508, "text": "MMMW may use a MMMW selected", "probability": 1.315482138417581e-07 }, { "score": -4.35097074508667, "text": "MMMW may use a MMMW selected independent contractor for exchange service.", "probability": 9.457282456539062e-08 }, { "score": -4.714533805847168, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 6.574654402228466e-08 }, { "score": -4.812895774841309, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours. Support to include 7X24 hour pager support for emergency services.", "probability": 5.958745934659844e-08 }, { "score": -5.03888463973999, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 4.753452425184581e-08 }, { "score": -5.062522888183594, "text": "(a) MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 4.642406768870076e-08 }, { "score": -5.352395534515381, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 3.47418627321891e-08 }, { "score": -5.467504024505615, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 3.0964360710307715e-08 }, { "score": -5.480652809143066, "text": "The term of this Agreement consists of the Initial Term and any continuations.\n\n (f) Equipment under Warranty: A Manufacturer's Warranty accompanies most items, pleas refer to the Warranty for specific coverage. Copies of Warranty will be provided to Customer. Where applicable, Customer is to incur the cost for labor, travel time/expenses of MMMW personnel, swap equipment rental fees, and Phone Support from the MMMW Support Desk.\n\n3. SERVICE\n\n (a) MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 3.055988202895522e-08 }, { "score": -5.559350967407227, "text": "If MMMW determines that changes in safety are required for the Technical Infrastructure, MMMW has the right to install them and to select the method of installation.\n\n8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 2.8247075940876977e-08 }, { "score": -5.841801643371582, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 2.1296426096771785e-08 }, { "score": -5.973310470581055, "text": "WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.8672100212885888e-08 }, { "score": -6.17630672454834, "text": "8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.5241686221245523e-08 }, { "score": -6.201717376708984, "text": "March 1, 1998\n\nContract No.:", "probability": 1.4859264405503702e-08 }, { "score": -6.210192680358887, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 1.4733859799369155e-08 }, { "score": -6.477529048919678, "text": "MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.\n\n[*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. 3 (e) All programs (excluding any MMMW supplied), data, storage media not requiring service, parts, options, attachments or alterations not provided by MMMW shall be removed before hardware is submitted to MMMW for service.", "probability": 1.1277525643990386e-08 }, { "score": -6.479663372039795, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 1.1253481428460712e-08 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.05626392364502, "probability": 0.9999978911636512 }, { "score": -1.8337270021438599, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 9.282237394937042e-07 }, { "score": -2.5606842041015625, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent;", "probability": 4.486825402468051e-07 }, { "score": -3.8016610145568848, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall", "probability": 1.2971487725946864e-07 }, { "score": -3.9837522506713867, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.0812063059910898e-07 }, { "score": -4.61333703994751, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 5.7608075902550196e-08 }, { "score": -4.635404586791992, "text": "The", "probability": 5.6350731269122e-08 }, { "score": -4.822351455688477, "text": "WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 4.674224449296757e-08 }, { "score": -4.856429100036621, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "probability": 4.517621377585241e-08 }, { "score": -4.8762407302856445, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 4.4290006919961726e-08 }, { "score": -4.9321608543396, "text": "If MMMW determines that changes in safety are required for the Technical Infrastructure, MMMW has the right to install them and to select the method of installation.\n\n8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 4.188128004494422e-08 }, { "score": -4.991841793060303, "text": "8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 3.945489068729307e-08 }, { "score": -5.067493915557861, "text": "7. SAFETY CHANGES\n\n If MMMW determines that changes in safety are required for the Technical Infrastructure, MMMW has the right to install them and to select the method of installation.\n\n8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 3.658015531689681e-08 }, { "score": -5.503902435302734, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 2.364371594737089e-08 }, { "score": -5.605245113372803, "text": "(d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 2.1365013288906547e-08 }, { "score": -5.721480369567871, "text": "(c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent;", "probability": 1.9020539752990387e-08 }, { "score": -5.814680576324463, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of", "probability": 1.732792268055232e-08 }, { "score": -5.888864040374756, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 1.6088999282738968e-08 }, { "score": -5.990808010101318, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 1.4529655886878233e-08 }, { "score": -6.025437355041504, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 1.4035115643367261e-08 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.181781768798828, "probability": 0.9979237898344302 }, { "score": 5.82168436050415, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 0.001725608086382149 }, { "score": 3.9117190837860107, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 0.0002555375854932819 }, { "score": 2.122262954711914, "text": "(d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 4.268780897616864e-05 }, { "score": 1.0700645446777344, "text": "Replaced parts and hardware become MMMW's property or at clients discretion", "probability": 1.49052718433765e-05 }, { "score": 0.7769759297370911, "text": "(d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 1.1118677483667913e-05 }, { "score": 0.563167929649353, "text": "MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 8.978369990799255e-06 }, { "score": 0.10183334350585938, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.\n\n[*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. 3 (e) All programs (excluding any MMMW supplied), data, storage media not requiring service, parts, options, attachments or alterations not provided by MMMW shall be removed before hardware is submitted to MMMW for service.", "probability": 5.660338885542484e-06 }, { "score": -0.44625163078308105, "text": "Replaced parts and hardware become MMMW's property or at clients discretion", "probability": 3.2719913984600605e-06 }, { "score": -1.269136667251587, "text": "MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 1.4369369836711194e-06 }, { "score": -1.3392292261123657, "text": ".", "probability": 1.3396671593644156e-06 }, { "score": -1.7046406269073486, "text": "Repl", "probability": 9.29609934376651e-07 }, { "score": -1.7357393503189087, "text": "aced parts and hardware become MMMW's property or at clients discretion.", "probability": 9.01145155351358e-07 }, { "score": -1.760113000869751, "text": "The Customer shall provide a suitable environment for the Technical Infrastructure in accordance with MMMW specifications of non-humid environment, between the temperature range of 60 degrees F and 80 degrees F.\n\n (c) MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 8.794464705294627e-07 }, { "score": -2.1080715656280518, "text": "(b) The Customer shall provide a suitable environment for the Technical Infrastructure in accordance with MMMW specifications of non-humid environment, between the temperature range of 60 degrees F and 80 degrees F.\n\n (c) MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 6.210018953621052e-07 }, { "score": -2.180846691131592, "text": "d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 5.774137083947381e-07 }, { "score": -2.1977932453155518, "text": "Replaced parts and hardware become MMMW's property or at clients discretion.\n\n[*] Confidential portions omitted and filed separately with the Securities and Exchange Commission.", "probability": 5.67710981795801e-07 }, { "score": -2.4870545864105225, "text": "Support to include 7X24 hour pager support for emergency services. After the customer has 30 locations, MMMW will locate technical personnel in the current geography. If a system is not able to be on-line after hours, on-site help will be made available.\n\n (b) The Customer shall provide a suitable environment for the Technical Infrastructure in accordance with MMMW specifications of non-humid environment, between the temperature range of 60 degrees F and 80 degrees F.\n\n (c) MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested.\n\n (d) Replaced parts and hardware become MMMW's property or at clients discretion.", "probability": 4.2511134092422583e-07 }, { "score": -2.592665672302246, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 3.8250435061834665e-07 }, { "score": -2.5953285694122314, "text": ".", "probability": 3.814871358587409e-07 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.240135192871094, "probability": 0.9999996739262607 }, { "score": -4.279646873474121, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 6.69190342448843e-08 }, { "score": -4.407852649688721, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 5.886682377088703e-08 }, { "score": -4.55616569519043, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 5.075269006941961e-08 }, { "score": -5.390037536621094, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours. Support to include 7X24 hour pager support for emergency services.", "probability": 2.2045153490401678e-08 }, { "score": -5.7032999992370605, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 1.6116286084671516e-08 }, { "score": -5.73648738861084, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 1.5590206511512145e-08 }, { "score": -5.9431257247924805, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.2679729211347014e-08 }, { "score": -5.987534523010254, "text": "Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement.", "probability": 1.212895773856868e-08 }, { "score": -5.991398811340332, "text": "This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW.\n\n (d) Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"\n\n (e) Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement.", "probability": 1.2082178391378147e-08 }, { "score": -6.219644069671631, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 9.616556499186496e-09 }, { "score": -6.498335838317871, "text": "(e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.\n\n (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement.", "probability": 7.277551547049911e-09 }, { "score": -6.54403018951416, "text": "(d) Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"\n\n (e) Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement.", "probability": 6.952491805519836e-09 }, { "score": -6.559353351593018, "text": "Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\"\n\n (e) Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement.", "probability": 6.8467697137205385e-09 }, { "score": -6.578372955322266, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.\n\n (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement.", "probability": 6.717777446350621e-09 }, { "score": -6.936777114868164, "text": "The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement.", "probability": 4.694319699063601e-09 }, { "score": -6.975651264190674, "text": "MMMW shall make two options of hardware support available to Customer:\n\n TECHNICAL SUPPORT RETAINER is a Support Plan that allows the Customer\n\n\n\n\n\n to pay a Retainer that provides technical Related Support by qualified Support Analysts and Field Technicians.", "probability": 4.515333521560645e-09 }, { "score": -7.010978698730469, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 4.358603113747827e-09 }, { "score": -7.103647708892822, "text": "MMMW will provide on-call service for the Technical Infrastructure", "probability": 3.972845581534471e-09 }, { "score": -7.11184024810791, "text": "MMMW shall make two options of hardware support available to Customer:", "probability": 3.9404308490955715e-09 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.830986022949219, "probability": 0.9999519821227347 }, { "score": 1.3059394359588623, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 2.685403131965695e-05 }, { "score": 0.04869067668914795, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 7.638239866530896e-06 }, { "score": -0.5436282157897949, "text": "If the Cap of Hours is met before the end of the 12 Month period, Customer may choose to purchase an additional Retainer Support Plan at the same rates.", "probability": 4.224277753145335e-06 }, { "score": -1.2884304523468018, "text": "If the Cap of Hours is met before the end of the 12 Month period, Customer may choose to purchase an additional Retainer Support Plan at the same rates. This Support Plan is to include all necessary labor in a repair situation, but Customer is to incur the cost of components to replace broken or faulty equipment.", "probability": 2.0058061778055616e-06 }, { "score": -1.7520740032196045, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support", "probability": 1.2616274477925696e-06 }, { "score": -1.9419224262237549, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW", "probability": 1.043472496025327e-06 }, { "score": -2.302429437637329, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 7.276370435578897e-07 }, { "score": -2.4030449390411377, "text": "M", "probability": 6.579881064946699e-07 }, { "score": -2.5914266109466553, "text": "TERM\n\n (a) MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 5.450105673020835e-07 }, { "score": -2.6368913650512695, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term. MMMW may cancel this Agreement if the Customer does not remit payment according to the terms of MMMW's invoice.\n\n (e) The term of this Agreement consists of the Initial Term and any continuations.", "probability": 5.207866359338148e-07 }, { "score": -2.8436279296875, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 4.235213242647201e-07 }, { "score": -2.8651626110076904, "text": "All charges are subject to change by MMMW for the forthcoming period capped at the CPI annually, on thirty days written notice.", "probability": 4.1449842879264255e-07 }, { "score": -2.9613802433013916, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date. The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer.\n\n (b) MMMW shall make two options of hardware support available to Customer:", "probability": 3.764749652486324e-07 }, { "score": -3.268263339996338, "text": "(a) MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 2.7698641314621806e-07 }, { "score": -3.325566291809082, "text": "WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 2.615604709300166e-07 }, { "score": -3.4098682403564453, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 2.404142686320994e-07 }, { "score": -3.58195161819458, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and", "probability": 2.0240693016493172e-07 }, { "score": -3.7277607917785645, "text": "Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement. Services provided between these two dates are billable.\n\n[*] Confidential portions omitted and filed separately with the Securities and Exchange Commission.\n\n2 2. TERM\n\n (a) MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 1.7494488880102987e-07 }, { "score": -3.767124652862549, "text": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period.", "probability": 1.6819216114860783e-07 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.148496627807617, "probability": 0.9999842433286009 }, { "score": -0.12594377994537354, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 4.669511178087135e-06 }, { "score": -0.5916603803634644, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 2.9309827987996216e-06 }, { "score": -0.6576314568519592, "text": "The term of this Agreement consists of the Initial Term and any continuations.", "probability": 2.7438628216643443e-06 }, { "score": -1.2808246612548828, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 1.47133994396028e-06 }, { "score": -1.7817497253417969, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term. MMMW may cancel this Agreement if the Customer does not remit payment according to the terms of MMMW's invoice.\n\n (e) The term of this Agreement consists of the Initial Term and any continuations.", "probability": 8.91587629572475e-07 }, { "score": -1.8498964309692383, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 8.328528878714906e-07 }, { "score": -2.5614559650421143, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 4.088292091541432e-07 }, { "score": -2.7680184841156006, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 3.325316249576776e-07 }, { "score": -2.7904436588287354, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 3.2515753680402045e-07 }, { "score": -3.535689353942871, "text": "(e) The term of this Agreement consists of the Initial Term and any continuations.", "probability": 1.5432551392169055e-07 }, { "score": -3.5811305046081543, "text": "WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.4746973196942679e-07 }, { "score": -3.5911056995391846, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 1.4600600526347818e-07 }, { "score": -3.610503673553467, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows", "probability": 1.4320107747855032e-07 }, { "score": -3.8420562744140625, "text": "8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.1360155310916428e-07 }, { "score": -4.005742073059082, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of", "probability": 9.644871143009127e-08 }, { "score": -4.026254653930664, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 9.449045257209418e-08 }, { "score": -4.027456760406494, "text": "Upon", "probability": 9.437693323199027e-08 }, { "score": -4.171677589416504, "text": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "probability": 8.170178606818965e-08 }, { "score": -4.213006019592285, "text": "If MMMW determines that changes in safety are required for the Technical Infrastructure, MMMW has the right to install them and to select the method of installation.\n\n8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 7.839400305230741e-08 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.2879638671875, "probability": 0.9999510328941191 }, { "score": 1.5324130058288574, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 2.132565329974152e-05 }, { "score": 1.4152452945709229, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.89678040289433e-05 }, { "score": 0.15060675144195557, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 5.355395052997442e-06 }, { "score": -1.8458809852600098, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 7.273239787734119e-07 }, { "score": -1.9790762662887573, "text": "MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location.", "probability": 6.366224216488732e-07 }, { "score": -2.9227349758148193, "text": "No", "probability": 2.477742441254847e-07 }, { "score": -2.9443461894989014, "text": "WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 2.4247698822449117e-07 }, { "score": -3.120480537414551, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of", "probability": 2.0331824565298872e-07 }, { "score": -3.1504886150360107, "text": "If MMMW determines that changes in safety are required for the Technical Infrastructure, MMMW has the right to install them and to select the method of installation.\n\n8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.973076895995966e-07 }, { "score": -3.3057897090911865, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.\n\n (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement.", "probability": 1.6892642960560048e-07 }, { "score": -3.426251173019409, "text": "(d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 1.4975518015760443e-07 }, { "score": -3.6717419624328613, "text": "8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.1715654582986954e-07 }, { "score": -3.7020039558410645, "text": "(e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 1.1366426343746988e-07 }, { "score": -3.7230279445648193, "text": "At the time this Agreement is agreed to by the Customer, the Customer will have notified MMMW of the location(s) of the hardware. MMMW shall not be required to furnish On Call\n\n\n\n\n\n service at any other location.", "probability": 1.1129953238602867e-07 }, { "score": -3.9607625007629395, "text": "Said obligation shall be subject to the conditions and charges of Section 3, 4 and 5 and the prompt submission of (or notification to MMMW of the problem) the hardware to MMMW for service.", "probability": 8.774988051487157e-08 }, { "score": -4.051820755004883, "text": "(c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 8.011252800884696e-08 }, { "score": -4.058948040008545, "text": "such products or services.\n\n (c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 7.954357314956998e-08 }, { "score": -4.071234226226807, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 7.8572265051717e-08 }, { "score": -4.096006870269775, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 7.664973370813009e-08 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.328669548034668, "probability": 0.8768313583952474 }, { "score": 9.644786834716797, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 0.059885353947146044 }, { "score": 8.396247863769531, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows", "probability": 0.017182527008652984 }, { "score": 8.103632926940918, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 0.01282348248184557 }, { "score": 7.88338565826416, "text": "On the ending or cancellation of this Agreement any proprietary information shall be destroyed or returned to MMMW.", "probability": 0.010288541398450354 }, { "score": 7.750420570373535, "text": "While this Agreement is in effect and thereafter, the Customer shall keep confidential and protect from disclosure to others any materials designated as containing information confidential or proprietary to MMMW and/or its licensor. On the ending or cancellation of this Agreement any proprietary information shall be destroyed or returned to MMMW.", "probability": 0.009007573310954479 }, { "score": 6.691290855407715, "text": "On the ending or cancellation of this Agreement any proprietary information shall be destroyed or returned to MMMW.", "probability": 0.0031234432139396343 }, { "score": 6.336981773376465, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.00219158911831005 }, { "score": 5.967916488647461, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support", "probability": 0.0015152214816130682 }, { "score": 5.912623405456543, "text": "While this Agreement is in effect and thereafter, the Customer shall keep confidential and protect from disclosure to others any materials designated as containing information confidential or proprietary to MMMW and/or its licensor.", "probability": 0.001433714369042258 }, { "score": 5.560674667358398, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date. The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer.", "probability": 0.0010083545051841063 }, { "score": 5.368776798248291, "text": "On the ending or cancellation of this Agreement any proprietary information shall be destroyed or returned to MMMW", "probability": 0.00083228689686387 }, { "score": 5.289629936218262, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW", "probability": 0.0007689533829469341 }, { "score": 5.235811710357666, "text": "While this Agreement is in effect and thereafter, the Customer shall keep confidential and protect from disclosure to others any materials designated as containing information confidential or proprietary to MMMW and/or its licensor. On the ending or cancellation of this Agreement any proprietary information shall be destroyed or returned to MMMW", "probability": 0.0007286635635618173 }, { "score": 4.937124252319336, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 0.0005405162294776547 }, { "score": 4.84456729888916, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement", "probability": 0.0004927331304756952 }, { "score": 4.810080528259277, "text": "On the ending or cancellation of this Agreement any proprietary information shall be destroyed or returned to MMMW.\n\n7. SAFETY CHANGES\n\n If MMMW determines that changes in safety are required for the Technical Infrastructure, MMMW has the right to install them and to select the method of installation.\n\n8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 0.0004760300294655822 }, { "score": 4.489275932312012, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis", "probability": 0.00034539073569983444 }, { "score": 4.351909637451172, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as", "probability": 0.00030106014093031827 }, { "score": 4.052697658538818, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 0.00022320666019239356 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Audit Rights": [ { "text": "", "score": 12.258050918579102, "probability": 0.9991369257882102 }, { "score": 4.464787483215332, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 0.00041214848121623785 }, { "score": 3.9935810565948486, "text": "The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer.", "probability": 0.0002572831550734808 }, { "score": 3.400448799133301, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 0.00014217305199559261 }, { "score": 0.8637831211090088, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole and", "probability": 1.1250125831604687e-05 }, { "score": 0.3984386920928955, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service;", "probability": 7.064165450012252e-06 }, { "score": 0.14270663261413574, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole", "probability": 5.4701324231407e-06 }, { "score": 0.08776187896728516, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service", "probability": 5.177685136161589e-06 }, { "score": -0.048426538705825806, "text": "If MMMW determines that changes in safety are required for the Technical Infrastructure, MMMW has the right to install them and to select the method of installation.\n\n8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 4.518452887855471e-06 }, { "score": -0.3175933361053467, "text": "The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer", "probability": 3.452169439308988e-06 }, { "score": -0.6121945381164551, "text": "M", "probability": 2.571274407472255e-06 }, { "score": -0.6935086250305176, "text": "The", "probability": 2.370468387506877e-06 }, { "score": -0.8797379732131958, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 1.9676859729297103e-06 }, { "score": -1.0594401359558105, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions", "probability": 1.6440390617735124e-06 }, { "score": -1.1127651929855347, "text": "If MMMW determines that changes in safety are required for the Technical Infrastructure, MMMW has the right to install them and to select the method of installation.\n\n8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 1.5586670478903149e-06 }, { "score": -1.3809744119644165, "text": "WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 1.1919871406575272e-06 }, { "score": -1.4401369094848633, "text": "continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 1.1235117635360824e-06 }, { "score": -1.7909297943115234, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's", "probability": 7.910978601989534e-07 }, { "score": -1.944076657295227, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 6.787648939401508e-07 }, { "score": -2.003984212875366, "text": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date. The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer.", "probability": 6.392958003526738e-07 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Uncapped Liability": [ { "score": 13.322587966918945, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.43780188355408245 }, { "text": "", "score": 12.366111755371094, "probability": 0.16822296562928804 }, { "score": 11.846303939819336, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the", "probability": 0.10003123230708187 }, { "score": 11.673677444458008, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.08417146471479275 }, { "score": 11.111164093017578, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.04795881460340296 }, { "score": 10.9996337890625, "text": "MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.0428974468226506 }, { "score": 10.759580612182617, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement", "probability": 0.03374253246901273 }, { "score": 10.16965389251709, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT.", "probability": 0.018705777118993766 }, { "score": 10.078903198242188, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "probability": 0.01708296415570364 }, { "score": 9.796257019042969, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in", "probability": 0.012876906838180517 }, { "score": 9.40485954284668, "text": "MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "probability": 0.00870622305226149 }, { "score": 9.022668838500977, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES,", "probability": 0.005940821116831978 }, { "score": 8.792756080627441, "text": "(b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.004720593820463323 }, { "score": 8.520744323730469, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT.", "probability": 0.003596362234685514 }, { "score": 8.517618179321289, "text": "(a) MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the", "probability": 0.0035851370419207455 }, { "score": 8.386274337768555, "text": "LIMITATION OF LIABILITY\n\n (a) MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the", "probability": 0.003143864759593907 }, { "score": 8.20804500579834, "text": "IN SUCH STATES, THE MINIMUM REQUIRED WARRANTY AND LIABILITY TERMS WILL APPLY.", "probability": 0.002630630434173219 }, { "score": 7.846700191497803, "text": "MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT.", "probability": 0.001832862059324223 }, { "score": 7.43089485168457, "text": "(a) MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement", "probability": 0.001209338326169022 }, { "score": 7.3737592697143555, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES,", "probability": 0.0011421789413871754 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Cap On Liability": [ { "score": 14.004598617553711, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.4731153656555924 }, { "score": 13.489744186401367, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.28272786567645086 }, { "text": "", "score": 12.221097946166992, "probability": 0.07950648489868832 }, { "score": 11.981803894042969, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.06258618314820322 }, { "score": 11.66576099395752, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the", "probability": 0.045627090826036956 }, { "score": 10.441664695739746, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "probability": 0.013415427342723442 }, { "score": 10.384673118591309, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement", "probability": 0.012672239841899703 }, { "score": 9.838998794555664, "text": "MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.007342940957417147 }, { "score": 9.516563415527344, "text": "No action, regardless of form, related to, or arising out of", "probability": 0.005319099694878964 }, { "score": 9.14624309539795, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT.", "probability": 0.003672908072497082 }, { "score": 8.89439582824707, "text": "(b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.0028551845199255967 }, { "score": 8.772904396057129, "text": "IN SUCH STATES, THE MINIMUM REQUIRED WARRANTY AND LIABILITY TERMS WILL APPLY.", "probability": 0.0025285475305284483 }, { "score": 8.298859596252441, "text": "MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "probability": 0.0015739686611479506 }, { "score": 8.198312759399414, "text": "LIMITATION OF LIABILITY\n\n (a) MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the", "probability": 0.001423407155073465 }, { "score": 8.147098541259766, "text": "(a) MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the", "probability": 0.0013523437313599145 }, { "score": 8.015868186950684, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 0.0011860267203999447 }, { "score": 7.813015937805176, "text": "(e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.0009682708578901753 }, { "score": 7.638303279876709, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT.", "probability": 0.0008130553611119314 }, { "score": 7.467894077301025, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen", "probability": 0.000685665568584416 }, { "score": 7.379922866821289, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES,", "probability": 0.0006279237795900183 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.203564643859863, "probability": 0.5751289033242586 }, { "score": 11.591089248657227, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.3117241930328991 }, { "score": 10.456853866577148, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.10027169162418258 }, { "score": 7.084786415100098, "text": "(b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.0034411852677119297 }, { "score": 6.897442817687988, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES, THE MINIMUM REQUIRED WARRANTY AND LIABILITY TERMS WILL APPLY.", "probability": 0.0028532890148761027 }, { "score": 6.560150623321533, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "probability": 0.002036393140974099 }, { "score": 6.178103446960449, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.0013897626796036569 }, { "score": 5.763206481933594, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES, THE MINIMUM REQUIRED WARRANTY AND LIABILITY TERMS WILL APPLY.", "probability": 0.0009178108397063418 }, { "score": 5.74547815322876, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "probability": 0.0009016829699444187 }, { "score": 5.085848808288574, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages", "probability": 0.0004662088169400073 }, { "score": 4.3683180809021, "text": "(a) MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "probability": 0.00022748923336240773 }, { "score": 3.951612710952759, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages", "probability": 0.00014996434134103496 }, { "score": 3.7101356983184814, "text": "M", "probability": 0.00011779202021444528 }, { "score": 3.4583911895751953, "text": "LIMITATION OF LIABILITY\n\n (a) MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "probability": 9.157662193579924e-05 }, { "score": 3.2820000648498535, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT.", "probability": 7.67677703628466e-05 }, { "score": 3.1311771869659424, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "probability": 6.602028329443283e-05 }, { "score": 2.575899362564087, "text": "MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.\n\n (b) M", "probability": 3.7889885118567594e-05 }, { "score": 2.5609219074249268, "text": "Phone calls to the MMMW Support Department or Technical Department related to Technical Issues are also charged against your Technical Support Retainer in 15 minute increments.", "probability": 3.732661973445093e-05 }, { "score": 2.424130916595459, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL", "probability": 3.255450452956573e-05 }, { "score": 2.391139507293701, "text": "(b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.\n\n (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES, THE MINIMUM REQUIRED WARRANTY AND LIABILITY TERMS WILL APPLY.", "probability": 3.1498009009399e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Warranty Duration": [ { "score": 14.844632148742676, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 0.7037721655420583 }, { "score": 12.912277221679688, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 0.10191098622698119 }, { "text": "", "score": 11.845337867736816, "probability": 0.03506348916210052 }, { "score": 11.48098373413086, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory", "probability": 0.024356682828314442 }, { "score": 11.334972381591797, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 0.02104777614305587 }, { "score": 11.256841659545898, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 0.019465899401657064 }, { "score": 11.199813842773438, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "probability": 0.018386861659429873 }, { "score": 10.608377456665039, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "probability": 0.010177709473577962 }, { "score": 10.546957969665527, "text": "If Retainer $[*] support extends beyond [*] hours,", "probability": 0.009571409676249313 }, { "score": 10.51693344116211, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows", "probability": 0.009288303939090036 }, { "score": 10.44211196899414, "text": "Copies of Warranty will be provided to Customer.", "probability": 0.008618702019376798 }, { "score": 10.421916007995605, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW", "probability": 0.008446384960804262 }, { "score": 10.280930519104004, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory", "probability": 0.007335701509329863 }, { "score": 10.191932678222656, "text": "Copies of Warranty will be provided to Customer. Where applicable, Customer is to incur the cost for labor, travel time/expenses of MMMW personnel, swap equipment rental fees, and Phone Support from the MMMW Support Desk.\n\n3. SERVICE\n\n (a) MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 0.0067110485448083 }, { "score": 9.708499908447266, "text": "If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.\n\n[*].", "probability": 0.004138454607728007 }, { "score": 9.373065948486328, "text": "TERM\n\n (a) MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 0.0029591097857101377 }, { "score": 9.249349594116211, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours. Support to include 7X24 hour pager support for emergency services.", "probability": 0.002614759491583106 }, { "score": 9.186040878295898, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 0.002454353545151965 }, { "score": 8.942159652709961, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours. Support to include 7X24 hour pager support for emergency services. After the customer has 30 locations, MMMW will locate technical personnel in the current geography. If a system is not able to be on-line after hours, on-site help will be made available.", "probability": 0.0019231840642311572 }, { "score": 8.851795196533203, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition", "probability": 0.0017570174187615804 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Insurance": [ { "text": "", "score": 12.20700454711914, "probability": 0.9998998497188992 }, { "score": 2.0442652702331543, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 3.857757410045032e-05 }, { "score": 1.6512380838394165, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 2.6040263579456256e-05 }, { "score": 1.2751226425170898, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 1.7877241835127233e-05 }, { "score": -0.5865968465805054, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 2.778216038558782e-06 }, { "score": -0.6043476462364197, "text": "A Manufacturer's Warranty accompanies most items, pleas refer to the Warranty for specific coverage. Copies of Warranty will be provided to Customer. Where applicable, Customer is to incur the cost for labor, travel time/expenses of MMMW personnel, swap equipment rental fees, and Phone Support from the MMMW Support Desk.\n\n3. SERVICE\n\n (a) MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 2.7293355991757834e-06 }, { "score": -0.8262979984283447, "text": "MMMW will provide on-call service for the Technical Infrastructure", "probability": 2.1860753469605017e-06 }, { "score": -1.2030221223831177, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 1.4998779425523407e-06 }, { "score": -1.384978175163269, "text": "Equipment under Warranty: A Manufacturer's Warranty accompanies most items, pleas refer to the Warranty for specific coverage. Copies of Warranty will be provided to Customer. Where applicable, Customer is to incur the cost for labor, travel time/expenses of MMMW personnel, swap equipment rental fees, and Phone Support from the MMMW Support Desk.\n\n3. SERVICE\n\n (a) MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 1.2503552117995843e-06 }, { "score": -1.500725269317627, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole and", "probability": 1.1136919600216998e-06 }, { "score": -1.6015890836715698, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 1.006840058950651e-06 }, { "score": -1.8230607509613037, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition. Said obligation shall be subject to the conditions and charges of Section 3, 4 and 5 and the prompt submission of (or notification to MMMW of the problem) the hardware to MMMW for service.", "probability": 8.068198293621533e-07 }, { "score": -1.9757659435272217, "text": "MMMW may cancel this Agreement if the Customer does not remit payment according to the terms of MMMW's invoice.\n\n (e) The term of this Agreement consists of the Initial Term and any continuations.\n\n (f) Equipment under Warranty: A Manufacturer's Warranty accompanies most items, pleas refer to the Warranty for specific coverage. Copies of Warranty will be provided to Customer. Where applicable, Customer is to incur the cost for labor, travel time/expenses of MMMW personnel, swap equipment rental fees, and Phone Support from the MMMW Support Desk.\n\n3. SERVICE\n\n (a) MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 6.925602175303983e-07 }, { "score": -1.9946162700653076, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 6.796275071408438e-07 }, { "score": -2.0966460704803467, "text": "A Manufacturer's Warranty accompanies most items, pleas refer to the Warranty for specific coverage.", "probability": 6.13705434126076e-07 }, { "score": -2.147083044052124, "text": "WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 5.835196285419654e-07 }, { "score": -2.199613332748413, "text": "If MMMW determines that changes in safety are required for the Technical Infrastructure, MMMW has the right to install them and to select the method of installation.\n\n8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 5.53658351119308e-07 }, { "score": -2.5401101112365723, "text": "WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 3.9388186262929535e-07 }, { "score": -2.5415592193603516, "text": "MMMW reserves the", "probability": 3.93311498581747e-07 }, { "score": -2.5926406383514404, "text": "If MMMW determines that changes in safety are required for the Technical Infrastructure, MMMW has the right to install them and to select the method of installation.\n\n8. WARRANTY\n\n (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 3.737250984181661e-07 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Covenant Not To Sue": [ { "score": 13.104815483093262, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.6571127361439081 }, { "text": "", "score": 12.135346412658691, "probability": 0.249232582219041 }, { "score": 10.676034927368164, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement", "probability": 0.057920711972425515 }, { "score": 9.956933975219727, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 0.02821839550637562 }, { "score": 7.27562952041626, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement", "probability": 0.0019322200626977434 }, { "score": 6.936941146850586, "text": "(e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.0013771019569637595 }, { "score": 6.664331436157227, "text": "(a) MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement", "probability": 0.0010485115102578924 }, { "score": 6.34226655960083, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.\n\n (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement.", "probability": 0.0007598050988865876 }, { "score": 6.305375099182129, "text": "No action, regardless of form, related to, or arising out of", "probability": 0.0007322855189638383 }, { "score": 6.095429420471191, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to", "probability": 0.0005936113500821296 }, { "score": 5.354913711547852, "text": "this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 0.00028307421398822 }, { "score": 4.884407997131348, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.\n\n (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement", "probability": 0.00017683257643575005 }, { "score": 4.876691818237305, "text": "No", "probability": 0.00017547335538200992 }, { "score": 4.162768840789795, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this", "probability": 8.59326828986869e-05 }, { "score": 4.017347812652588, "text": "(b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages.", "probability": 7.43023964281021e-05 }, { "score": 3.989586353302002, "text": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability,", "probability": 7.22680227172908e-05 }, { "score": 3.8515071868896484, "text": "MMMW's warranties extend only to the Customer and may not be changed except by an instrument in writing as provided in Section 11(g).\n\n\n\n\n\n9. LIMITATION OF LIABILITY\n\n (a) MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement", "probability": 6.294759651144395e-05 }, { "score": 3.6408748626708984, "text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages", "probability": 5.0992076332705025e-05 }, { "score": 3.6015586853027344, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen", "probability": 4.902616216011663e-05 }, { "score": 3.4273898601531982, "text": "If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner.", "probability": 4.1189577543632766e-05 } ], "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.093160629272461, "probability": 0.9999723042890193 }, { "score": 1.3948498964309692, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 2.258242906817193e-05 }, { "score": -1.2430717945098877, "text": "Phone calls to the MMMW Support Department or Technical Department related to Technical Issues are also charged against your Technical Support Retainer in 15 minute increments.", "probability": 1.6148635082497847e-06 }, { "score": -1.7856123447418213, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 9.386711142936906e-07 }, { "score": -2.276709794998169, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 5.744239523172506e-07 }, { "score": -2.5336711406707764, "text": "MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 4.44258398125358e-07 }, { "score": -3.1375911235809326, "text": "No", "probability": 2.4286030172285307e-07 }, { "score": -3.176712989807129, "text": "(d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 2.3354260471527674e-07 }, { "score": -3.725752353668213, "text": "(e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 1.3487186207965627e-07 }, { "score": -3.8896842002868652, "text": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "probability": 1.1447921879622557e-07 }, { "score": -3.924530506134033, "text": "Phone calls to the MMMW Support Department or Technical Department related to Technical Issues are also charged against your Technical Support Retainer in 15 minute increments. Example: If your office places a call to the MMMW Support Desk to receive help for a non-functioning printer, our Support Analyst will track and log the length of the call to deduct from the total of your available Technical Support Retainer.", "probability": 1.1055874464543037e-07 }, { "score": -3.9331297874450684, "text": "(c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 1.096120949857279e-07 }, { "score": -4.042507171630859, "text": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.\n\n (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana.\n\n (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.", "probability": 9.825541266291029e-08 }, { "score": -4.165722846984863, "text": "MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions. MMMW's sole and exclusive obligation under this warranty shall be at its", "probability": 8.686495441749117e-08 }, { "score": -4.198095798492432, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:", "probability": 8.409790981366614e-08 }, { "score": -4.20814847946167, "text": "MMMW's sole and exclusive obligation under this warranty shall be at its option to repair or exchange any hardware not in satisfactory operating condition.", "probability": 8.325673546861999e-08 }, { "score": -4.243386268615723, "text": "MMMW may cancel this Agreement if the Customer does not remit payment according to the terms of MMMW's invoice.\n\n (e) The term of this Agreement consists of the Initial Term and any continuations.\n\n (f) Equipment under Warranty: A Manufacturer's Warranty accompanies most items, pleas refer to the Warranty for specific coverage. Copies of Warranty will be provided to Customer. Where applicable, Customer is to incur the cost for labor, travel time/expenses of MMMW personnel, swap equipment rental fees, and Phone Support from the MMMW Support Desk.\n\n3. SERVICE\n\n (a) MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours.", "probability": 8.03740403608555e-08 }, { "score": -4.487677097320557, "text": "MMMW will provide on-call service for the Technical Infrastructure", "probability": 6.295375531673683e-08 }, { "score": -4.689193248748779, "text": "(a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is:\n\n 1) continuously subject to MMMW's inspection and acceptance of the hardware for service; and\n\n 2) subject to normal use and conditions.", "probability": 5.146408896702373e-08 }, { "score": -4.761521339416504, "text": "No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen", "probability": 4.787321547645867e-08 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Document Name": [ { "score": 10.957853317260742, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project", "probability": 0.3569020039160793 }, { "text": "", "score": 10.644023895263672, "probability": 0.2607681825711848 }, { "score": 10.125757217407227, "text": "Cooperation Agreement", "probability": 0.15530099629233907 }, { "score": 9.312984466552734, "text": "Cooperation Agreement", "probability": 0.068895605459468 }, { "score": 8.858929634094238, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement", "probability": 0.04375201032776805 }, { "score": 8.66695785522461, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 0.036109853680335 }, { "score": 8.430667877197266, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. 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Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of", "probability": 0.0018329755512091555 }, { "score": 5.02247428894043, "text": "Cooperation Agreement of", "probability": 0.0009437275346402941 }, { "score": 4.524269104003906, "text": "Cooperation Agreement of", "probability": 0.0005734279582547075 }, { "score": 4.369022369384766, "text": "Cooperation Agreement of 50MWp", "probability": 0.0004909712520919812 }, { "score": 4.206934928894043, "text": "50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. 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(seal) Xiahou Min (signature) June 25, 2014", "probability": 0.011955361234399269 }, { "score": 8.424331665039062, "text": "June 25, 2014", "probability": 0.00602573919949637 }, { "score": 6.4176812171936035, "text": "Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 0.0008100897076350311 }, { "score": 6.324299335479736, "text": "June 25", "probability": 0.000737866644665231 }, { "score": 5.8961639404296875, "text": "June", "probability": 0.00048088478776418483 }, { "score": 5.400855541229248, "text": "25, 2014", "probability": 0.0002930429882220434 }, { "score": 4.9487409591674805, "text": "June 25", "probability": 0.00018645776152499552 }, { "score": 4.822159767150879, "text": ", 2014", "probability": 0.00016428841998793138 }, { "score": 4.537837982177734, "text": "June 25,", "probability": 0.0001236310536617046 }, { "score": 4.428936004638672, "text": "June 25, 2014 Party B: Xinyu Xinwei New Energy Co., Ltd. (seal) Xiahou Min (signature) June 25", "probability": 0.00011087459403372328 }, { "score": 3.7437965869903564, "text": "June 25", "probability": 5.58830079397953e-05 }, { "score": 3.6758511066436768, "text": "June", "probability": 5.221213197249052e-05 }, { "score": 3.324490785598755, "text": "June 25, 2014 Party B: Xinyu Xinwei New Energy Co., Ltd. (seal) Xiahou Min (signature) June", "probability": 3.674325091073928e-05 }, { "score": 3.0814871788024902, "text": "2014", "probability": 2.8816581076929185e-05 }, { "score": 2.8438010215759277, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 2.2720436278859264e-05 }, { "score": 2.6624932289123535, "text": "June 25,", "probability": 1.895290093435752e-05 }, { "score": 2.6393516063690186, "text": "June", "probability": 1.851933610061023e-05 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Effective Date": [ { "score": 12.741266250610352, "text": "June 25, 2014", "probability": 0.7763529746949949 }, { "text": "", "score": 11.405136108398438, "probability": 0.20407287059300253 }, { "score": 8.79122257232666, "text": "June 25, 2014", "probability": 0.014947792092024232 }, { "score": 6.313499450683594, "text": "Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 0.0012546297148681585 }, { "score": 6.297879219055176, "text": "June 25, 2014 Party B: Xinyu Xinwei New Energy Co., Ltd. (seal) Xiahou Min (signature) June 25, 2014", "probability": 0.001235184373852838 }, { "score": 5.569262504577637, "text": "June 25", "probability": 0.0005960704197394106 }, { "score": 5.202399253845215, "text": "June 25, 2014", "probability": 0.0004130198122163045 }, { "score": 5.0601701736450195, "text": "June", "probability": 0.0003582626881392393 }, { "score": 4.46003532409668, "text": "25, 2014", "probability": 0.00019659221986954715 }, { "score": 4.261432647705078, "text": "June 25", "probability": 0.00016118116118390605 }, { "score": 3.949702739715576, "text": ", 2014", "probability": 0.00011801350288513276 }, { "score": 3.3690223693847656, "text": "June 25, 2014 Party B: Xinyu Xinwei New Energy Co., Ltd. (seal) Xiahou Min (signature) June 25", "probability": 6.603062693217748e-05 }, { "score": 3.097414016723633, "text": "June 25,", "probability": 5.032542044856399e-05 }, { "score": 2.9410691261291504, "text": "June", "probability": 4.3041528795421855e-05 }, { "score": 2.516620397567749, "text": "2014", "probability": 2.815476767418852e-05 }, { "score": 2.482271671295166, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 2.7204107712140184e-05 }, { "score": 2.4041695594787598, "text": "June 25, 2014 Party B: Xinyu Xinwei New Energy Co., Ltd. (seal) Xiahou Min (signature) June", "probability": 2.516026259829798e-05 }, { "score": 2.2735424041748047, "text": "June 25", "probability": 2.2079260160153247e-05 }, { "score": 2.0541439056396484, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 1.7729682546958066e-05 }, { "score": 1.7950630187988281, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 1.3683070355901365e-05 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Expiration Date": [ { "text": "", "score": 11.450950622558594, "probability": 0.9965346614768109 }, { "score": 5.651945114135742, "text": "June 25, 2014", "probability": 0.003020065179721609 }, { "score": 3.6585617065429688, "text": "Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 0.0004114346857789424 }, { "score": -0.6778124570846558, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 5.383163010614461e-06 }, { "score": -0.7192579507827759, "text": "People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 5.164615352679556e-06 }, { "score": -1.1618542671203613, "text": "June", "probability": 3.3175757206285313e-06 }, { "score": -1.3708245754241943, "text": "Party A:", "probability": 2.6919450608324987e-06 }, { "score": -1.3958741426467896, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 2.625350565904581e-06 }, { "score": -1.6332284212112427, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 2.0706450093873056e-06 }, { "score": -1.8633204698562622, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 1.6450456076254573e-06 }, { "score": -1.9311546087265015, "text": "Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 1.537156021728311e-06 }, { "score": -1.973534107208252, "text": "June 25,", "probability": 1.4733732082543519e-06 }, { "score": -2.0633621215820312, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 1.3467933317440261e-06 }, { "score": -2.1146302223205566, "text": "25, 2014", "probability": 1.2794858996694597e-06 }, { "score": -2.190667152404785, "text": "Party A: People's Government of Fenyi County (seal)", "probability": 1.1858044752100904e-06 }, { "score": -2.2444138526916504, "text": "June 25, 2014 Party B:", "probability": 1.1237538423260526e-06 }, { "score": -2.344600200653076, "text": "June 25", "probability": 1.016625061538007e-06 }, { "score": -2.650568962097168, "text": ", 2014", "probability": 7.486524787773555e-07 }, { "score": -2.79050350189209, "text": "2014", "probability": 6.508898038623542e-07 }, { "score": -2.9096450805664062, "text": "Rao Cheng (signature) June 25, 2014", "probability": 5.777832377296064e-07 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Renewal Term": [ { "text": "", "score": 11.29904556274414, "probability": 0.999999964519401 }, { "score": -6.911371231079102, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 1.2340036886355272e-08 }, { "score": -8.35036563873291, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 2.9266388078880743e-09 }, { "score": -8.674742698669434, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 2.115894257777086e-09 }, { "score": -8.831280708312988, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 1.8092990958310815e-09 }, { "score": -8.923827171325684, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 1.649369456658749e-09 }, { "score": -8.953426361083984, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.6012648971527656e-09 }, { "score": -8.956161499023438, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 1.596891200839437e-09 }, { "score": -9.235799789428711, "text": "As", "probability": 1.2073410343333768e-09 }, { "score": -9.265398979187012, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.1721284211764921e-09 }, { "score": -9.34495735168457, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B:", "probability": 1.0824888569567092e-09 }, { "score": -9.38294506072998, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.042138839765186e-09 }, { "score": -9.411864280700684, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.0124326082406e-09 }, { "score": -9.509716987609863, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A:", "probability": 9.180561277524242e-10 }, { "score": -9.555706024169922, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project", "probability": 8.767917382507543e-10 }, { "score": -9.564815521240234, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project,", "probability": 8.68840875641791e-10 }, { "score": -9.578166961669922, "text": "V", "probability": 8.573176951539648e-10 }, { "score": -9.624244689941406, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 8.187107343571764e-10 }, { "score": -9.63711166381836, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A", "probability": 8.082438874545979e-10 }, { "score": -9.67690372467041, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 7.767136837165121e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.738175392150879, "probability": 0.9999999760029749 }, { "score": -7.732357501983643, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 3.4998948276984417e-09 }, { "score": -7.7720746994018555, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 3.363613092569546e-09 }, { "score": -7.843265056610107, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 3.132481068481188e-09 }, { "score": -7.891789436340332, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 2.9841083274823614e-09 }, { "score": -8.083704948425293, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 2.4630131850526358e-09 }, { "score": -8.615869522094727, "text": "Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.44660712202098e-09 }, { "score": -8.779996871948242, "text": "Party A:", "probability": 1.2276399038931174e-09 }, { "score": -8.884942054748535, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.1053349000836865e-09 }, { "score": -9.562773704528809, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 5.611969959176452e-10 }, { "score": -9.607292175292969, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 5.367613189577703e-10 }, { "score": -9.647008895874023, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 5.158607186284848e-10 }, { "score": -9.718199729919434, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 4.804129131599953e-10 }, { "score": -9.74563980102539, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 4.674095708844312e-10 }, { "score": -9.766724586486816, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 4.5765751168300605e-10 }, { "score": -9.858633041381836, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 4.174699887187541e-10 }, { "score": -9.958640098571777, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 3.7773980090884874e-10 }, { "score": -10.082101821899414, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.3386738989059364e-10 }, { "score": -10.137507438659668, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal)", "probability": 3.158723767993529e-10 }, { "score": -10.156002044677734, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 3.1008413227780366e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Governing Law": [ { "text": "", "score": 12.11465072631836, "probability": 0.9999974413125895 }, { "score": -1.5968364477157593, "text": "People's Government of Fenyi County", "probability": 1.1096235628513872e-06 }, { "score": -2.5058040618896484, "text": "People's Government of Fenyi County (seal)", "probability": 4.471117172172952e-07 }, { "score": -2.747084617614746, "text": "People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 3.512604370832878e-07 }, { "score": -3.9944562911987305, "text": "People", "probability": 1.0090265707293327e-07 }, { "score": -4.10157585144043, "text": "People's Government of Fenyi County (seal) Rao Cheng (signature)", "probability": 9.065278873568461e-08 }, { "score": -4.517248153686523, "text": "Party A: People's Government of Fenyi County", "probability": 5.982145633856096e-08 }, { "score": -4.670066833496094, "text": "People's Government of Fenyi County (seal", "probability": 5.13438785240275e-08 }, { "score": -4.771365642547607, "text": "People's Government of Fenyi County (seal) Rao Cheng", "probability": 4.639756175137571e-08 }, { "score": -4.846463680267334, "text": "Party A:", "probability": 4.304081586607505e-08 }, { "score": -4.9910149574279785, "text": "People's Government of", "probability": 3.7247975505738775e-08 }, { "score": -5.137343406677246, "text": "People's Government", "probability": 3.217755453185801e-08 }, { "score": -5.230847358703613, "text": "People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014 Party B:", "probability": 2.930520640479052e-08 }, { "score": -5.263788223266602, "text": "People's Government of Fenyi County (", "probability": 2.8355593964212318e-08 }, { "score": -5.3273234367370605, "text": "People's Government of Fenyi County (seal) Rao Cheng (signature) June 25,", "probability": 2.661005402396182e-08 }, { "score": -5.344656944274902, "text": "People's", "probability": 2.6152782956587132e-08 }, { "score": -5.426216125488281, "text": "Party A: People's Government of Fenyi County (seal)", "probability": 2.410444893204725e-08 }, { "score": -5.650002479553223, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County", "probability": 1.9271167603860334e-08 }, { "score": -5.667496681213379, "text": "Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014", "probability": 1.893696573245428e-08 }, { "score": -5.813114166259766, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County", "probability": 1.6370785685455985e-08 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Most Favored Nation": [ { "score": 11.722612380981445, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 0.43102155659805497 }, { "text": "", "score": 10.987321853637695, "probability": 0.20661715267136244 }, { "score": 10.643172264099121, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 0.1464549667903517 }, { "score": 10.338980674743652, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 0.10804268688011891 }, { "score": 9.062804222106934, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress", "probability": 0.03015497582728748 }, { "score": 8.677331924438477, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction", "probability": 0.02050928371172021 }, { "score": 8.418046951293945, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 0.015825027004499285 }, { "score": 8.352691650390625, "text": "Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 0.014823850049888801 }, { "score": 7.786787986755371, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion", "probability": 0.008417675404704053 }, { "score": 7.487486839294434, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B", "probability": 0.006240326860343154 }, { "score": 7.204387187957764, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 0.0047017412138386 }, { "score": 6.3868513107299805, "text": "Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction", "probability": 0.00207590464861719 }, { "score": 5.865854263305664, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion", "probability": 0.0012329380584764336 }, { "score": 5.574519157409668, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project,", "probability": 0.0009213317333036264 }, { "score": 5.423745155334473, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 0.0007923840274946748 }, { "score": 5.238547325134277, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction", "probability": 0.0006584234907706923 }, { "score": 4.887458324432373, "text": "Party A supports and guarantees the project construction and development of Party B,", "probability": 0.000463478188939652 }, { "score": 4.882450103759766, "text": "Party A supports and guarantees the project construction and development of Party B", "probability": 0.00046116279074467345 }, { "score": 4.482920169830322, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 0.0003092720072357234 }, { "score": 4.368599891662598, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc.", "probability": 0.00027586204224814653 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Compete": [ { "text": "", "score": 11.700875282287598, "probability": 0.9999998941609859 }, { "score": -6.072508811950684, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.9103692421560044e-08 }, { "score": -6.100636959075928, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.8573827938505735e-08 }, { "score": -7.170165061950684, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 6.373988341161319e-09 }, { "score": -7.339990615844727, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 5.378447872288557e-09 }, { "score": -7.350858688354492, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 5.320311000924522e-09 }, { "score": -7.365386486053467, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 5.243577334193721e-09 }, { "score": -7.465909957885742, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 4.7421019697014915e-09 }, { "score": -7.533760070800781, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 4.431022535244461e-09 }, { "score": -7.589495658874512, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 4.190813173585137e-09 }, { "score": -7.643368721008301, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 3.971014993183609e-09 }, { "score": -7.68489933013916, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.809473987869315e-09 }, { "score": -7.703625202178955, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.73880202760618e-09 }, { "score": -7.854724884033203, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 3.214479877894048e-09 }, { "score": -7.87101936340332, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.1625260317921035e-09 }, { "score": -7.873450756072998, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 3.154846029514829e-09 }, { "score": -7.875518798828125, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 3.148328414715861e-09 }, { "score": -7.93553352355957, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.964940382782605e-09 }, { "score": -8.040844917297363, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 2.668577426931776e-09 }, { "score": -8.048494338989258, "text": "Party A: People's Government of Fenyi County", "probability": 2.6482422282876445e-09 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Exclusivity": [ { "text": "", "score": 12.168902397155762, "probability": 0.9999999737228413 }, { "score": -7.159024715423584, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 4.036341442277777e-09 }, { "score": -7.948025226593018, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 1.8337044070235901e-09 }, { "score": -7.955134868621826, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.8207136596051598e-09 }, { "score": -7.961697578430176, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.8088039668866898e-09 }, { "score": -8.024435997009277, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 1.6988089986476742e-09 }, { "score": -8.109169960021973, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 1.5607921073115032e-09 }, { "score": -8.128549575805664, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.530835764710074e-09 }, { "score": -8.185580253601074, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 1.4459740245435795e-09 }, { "score": -8.23838996887207, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.3715938319763894e-09 }, { "score": -8.49055004119873, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 1.0658934549696595e-09 }, { "score": -8.506561279296875, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.0489630808874671e-09 }, { "score": -8.566961288452148, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 9.874811461073364e-10 }, { "score": -8.667705535888672, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 8.928451455554453e-10 }, { "score": -8.670136451721191, "text": "As", "probability": 8.906773500868116e-10 }, { "score": -8.671339988708496, "text": "guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 8.896060317671562e-10 }, { "score": -8.701804161071777, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 8.629135665424295e-10 }, { "score": -8.718293190002441, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 8.488016256177254e-10 }, { "score": -8.723735809326172, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 8.441944703570466e-10 }, { "score": -8.730844497680664, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 8.382146345331245e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__No-Solicit Of Customers": [ { "text": "", "score": 12.05135726928711, "probability": 0.9999999852329966 }, { "score": -8.112295150756836, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.74999582485505e-09 }, { "score": -8.49183464050293, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.1973058555880166e-09 }, { "score": -8.548578262329102, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.1312580030917266e-09 }, { "score": -8.666050910949707, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B:", "probability": 1.0058748314741388e-09 }, { "score": -8.724231719970703, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 9.490221245737178e-10 }, { "score": -8.778939247131348, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 8.984980938517693e-10 }, { "score": -8.85694694519043, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A:", "probability": 8.310723764611846e-10 }, { "score": -9.017672538757324, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 7.076794897608478e-10 }, { "score": -9.039199829101562, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A", "probability": 6.926078754640073e-10 }, { "score": -9.09355354309082, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 6.559668727312023e-10 }, { "score": -9.100362777709961, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 6.515154131084407e-10 }, { "score": -9.203556060791016, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B", "probability": 5.876360367230974e-10 }, { "score": -9.211026191711426, "text": "Party B:", "probability": 5.832626737294474e-10 }, { "score": -9.257756233215332, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 5.56633814236256e-10 }, { "score": -9.269206047058105, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 5.50296808682318e-10 }, { "score": -9.323914527893066, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 5.209996156209308e-10 }, { "score": -9.335830688476562, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.14828143688822e-10 }, { "score": -9.375228881835938, "text": "Party A: People's Government of Fenyi County Party B:", "probability": 4.94939211530424e-10 }, { "score": -9.390148162841797, "text": "III. In", "probability": 4.876098844472701e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Competitive Restriction Exception": [ { "text": "", "score": 11.788431167602539, "probability": 0.9999994667614182 }, { "score": -4.2222442626953125, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 1.1134014370156186e-07 }, { "score": -4.3508501052856445, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 9.790366948637761e-08 }, { "score": -4.851624488830566, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 5.9335610925649117e-08 }, { "score": -5.219048976898193, "text": "Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 4.109083727117536e-08 }, { "score": -5.382969856262207, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction", "probability": 3.487827978879949e-08 }, { "score": -5.760547637939453, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 2.390975412745268e-08 }, { "score": -5.8689351081848145, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 2.1453740831776704e-08 }, { "score": -5.883744239807129, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction", "probability": 2.113837050399927e-08 }, { "score": -6.214293479919434, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 1.518853179914992e-08 }, { "score": -6.251168251037598, "text": "Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction", "probability": 1.463865869391189e-08 }, { "score": -6.294956684112549, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 1.4011486422775131e-08 }, { "score": -6.3609089851379395, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 1.3117210557534245e-08 }, { "score": -6.572671890258789, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 1.0613876469049984e-08 }, { "score": -6.649566173553467, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 9.828319492762922e-09 }, { "score": -6.671921730041504, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 9.611039695650393e-09 }, { "score": -6.712007522583008, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 9.233393248599632e-09 }, { "score": -6.729332447052002, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 9.074803155422648e-09 }, { "score": -6.7957305908203125, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 8.491821682133185e-09 }, { "score": -6.809101581573486, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 8.379033339273719e-09 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__No-Solicit Of Employees": [ { "text": "", "score": 12.13659381866455, "probability": 0.999999992213988 }, { "score": -8.772125244140625, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 8.30727684778498e-10 }, { "score": -8.774332046508789, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 8.288964542814989e-10 }, { "score": -9.177145957946777, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014 Party B:", "probability": 5.540646249793041e-10 }, { "score": -9.353158950805664, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 4.6464252136462407e-10 }, { "score": -9.441542625427246, "text": "V", "probability": 4.2533821993700697e-10 }, { "score": -9.547417640686035, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.826074958906749e-10 }, { "score": -9.60085678100586, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.626979914394333e-10 }, { "score": -9.609384536743164, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 3.596181423270309e-10 }, { "score": -9.610395431518555, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.5925478991228837e-10 }, { "score": -9.634593963623047, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 3.506656922443917e-10 }, { "score": -9.6373929977417, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 3.496855393881266e-10 }, { "score": -9.638754844665527, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A:", "probability": 3.492096453329817e-10 }, { "score": -9.680858612060547, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 3.3481183164000596e-10 }, { "score": -9.683793067932129, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A", "probability": 3.3383078122334045e-10 }, { "score": -9.747289657592773, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 3.1329261683634616e-10 }, { "score": -9.76115608215332, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 3.08978349260456e-10 }, { "score": -9.796244621276855, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 2.983247529707169e-10 }, { "score": -9.824134826660156, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.901193711141194e-10 }, { "score": -9.827152252197266, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B:", "probability": 2.892452769351667e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Disparagement": [ { "text": "", "score": 11.745126724243164, "probability": 0.9999998616785073 }, { "score": -5.731777191162109, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 2.569667955140447e-08 }, { "score": -5.802158355712891, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 2.39502944625559e-08 }, { "score": -6.230834007263184, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.5600531233708852e-08 }, { "score": -6.4134416580200195, "text": "Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.2996723878578418e-08 }, { "score": -6.461569786071777, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.2386029550480952e-08 }, { "score": -6.516840934753418, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.1720014714228512e-08 }, { "score": -6.955440044403076, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 7.558697824951132e-09 }, { "score": -7.280094623565674, "text": "Party A:", "probability": 5.463252731887626e-09 }, { "score": -7.3199052810668945, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 5.250029487817231e-09 }, { "score": -8.062003135681152, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.4996127970544143e-09 }, { "score": -8.070772171020508, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 2.4777894288895983e-09 }, { "score": -8.218062400817871, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A", "probability": 2.138439962196631e-09 }, { "score": -8.270007133483887, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 2.0301949864875154e-09 }, { "score": -8.288442611694336, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A", "probability": 1.9931102587131132e-09 }, { "score": -8.639178276062012, "text": "Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.4034881846848896e-09 }, { "score": -8.683618545532227, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 1.3424823884603127e-09 }, { "score": -8.717119216918945, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A", "probability": 1.2982533153718832e-09 }, { "score": -8.721414566040039, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.2926888234079915e-09 }, { "score": -8.77668571472168, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.2231790639214253e-09 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Termination For Convenience": [ { "text": "", "score": 11.655908584594727, "probability": 0.9999999865203335 }, { "score": -8.641820907592773, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.5304110068835034e-09 }, { "score": -9.055922508239746, "text": "Party A: People's Government of Fenyi County", "probability": 1.0115003570662479e-09 }, { "score": -9.183082580566406, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 8.9071983330404e-10 }, { "score": -9.311250686645508, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 7.835711210625097e-10 }, { "score": -9.339742660522461, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 7.615606825425297e-10 }, { "score": -9.37480640411377, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 7.353202464246818e-10 }, { "score": -9.412662506103516, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 7.080041899966974e-10 }, { "score": -9.431229591369629, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 6.949799015298311e-10 }, { "score": -9.441154479980469, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 6.881164194077564e-10 }, { "score": -9.487014770507812, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 6.572718760997745e-10 }, { "score": -9.532641410827637, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 6.279566321681211e-10 }, { "score": -9.539823532104492, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 6.234627286765772e-10 }, { "score": -9.568315505981445, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 6.059497197228692e-10 }, { "score": -9.58842658996582, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 5.938851365714216e-10 }, { "score": -9.659801483154297, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 5.529740279570874e-10 }, { "score": -9.715587615966797, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 5.229704188177296e-10 }, { "score": -9.731376647949219, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.147780669926303e-10 }, { "score": -9.77001667022705, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 4.952664237768134e-10 }, { "score": -9.799312591552734, "text": "Party A", "probability": 4.809676087208005e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.074527740478516, "probability": 0.9999791770975925 }, { "score": -0.34504246711730957, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 4.03868654807147e-06 }, { "score": -0.41481876373291016, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.7664888600278577e-06 }, { "score": -0.49841439723968506, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 3.464428199125548e-06 }, { "score": -0.577256441116333, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 3.2017756714980447e-06 }, { "score": -1.3903183937072754, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the", "probability": 1.419981155370515e-06 }, { "score": -1.4196057319641113, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction", "probability": 1.3789967780961325e-06 }, { "score": -2.3089852333068848, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 5.666444530125819e-07 }, { "score": -2.591007709503174, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 4.2739539306333296e-07 }, { "score": -2.792119026184082, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the", "probability": 3.4953309414575715e-07 }, { "score": -3.0749740600585938, "text": "Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 2.6341828691134047e-07 }, { "score": -3.1192986965179443, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 2.519973513223886e-07 }, { "score": -3.122047185897827, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the", "probability": 2.5130569022552176e-07 }, { "score": -3.1516404151916504, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 2.4397770743719535e-07 }, { "score": -3.1775131225585938, "text": "Party", "probability": 2.3774630286517893e-07 }, { "score": -3.2975990772247314, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 2.1084393096647935e-07 }, { "score": -3.367375373840332, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 1.9663356087115526e-07 }, { "score": -3.3743245601654053, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.9527185447449836e-07 }, { "score": -3.4141111373901367, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 1.8765518115886854e-07 }, { "score": -3.5121991634368896, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction", "probability": 1.701223884209915e-07 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Change Of Control": [ { "text": "", "score": 12.240978240966797, "probability": 0.9999999864503035 }, { "score": -7.695080757141113, "text": "Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 2.1972505423389057e-09 }, { "score": -8.295655250549316, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.205184095811604e-09 }, { "score": -8.439742088317871, "text": "Party", "probability": 1.043463526740461e-09 }, { "score": -8.468550682067871, "text": "Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot;", "probability": 1.013831685096686e-09 }, { "score": -8.568772315979004, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 9.171495502964189e-10 }, { "score": -8.6865816116333, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 8.152226366821035e-10 }, { "score": -8.736400604248047, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 7.756041369028311e-10 }, { "score": -8.82455062866211, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 7.101613748639051e-10 }, { "score": -8.836109161376953, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 7.020002077985527e-10 }, { "score": -9.124160766601562, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 5.263056327299763e-10 }, { "score": -9.265295028686523, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 4.5702945086583994e-10 }, { "score": -9.275603294372559, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 4.5234246869201585e-10 }, { "score": -9.317659378051758, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 4.337131987843152e-10 }, { "score": -9.380561828613281, "text": "As required by Party B building PV grid-connected power station project, Party A", "probability": 4.072719046592623e-10 }, { "score": -9.431241989135742, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party", "probability": 3.87145608754186e-10 }, { "score": -9.4320068359375, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.8684961488292815e-10 }, { "score": -9.460050582885742, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot;", "probability": 3.761516093687717e-10 }, { "score": -9.463949203491211, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 3.746879918522333e-10 }, { "score": -9.481060981750488, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party", "probability": 3.6833095920348286e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Anti-Assignment": [ { "text": "", "score": 12.084823608398438, "probability": 0.9999999827581015 }, { "score": -7.752762794494629, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.4246311671751937e-09 }, { "score": -8.12598991394043, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.6693799955847126e-09 }, { "score": -8.228758811950684, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.5063408011414797e-09 }, { "score": -8.31590747833252, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.380622843163507e-09 }, { "score": -8.669034957885742, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 9.698704757263597e-10 }, { "score": -8.752227783203125, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 8.924493015774443e-10 }, { "score": -8.78206729888916, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 8.662124409895093e-10 }, { "score": -8.815508842468262, "text": "As", "probability": 8.377239641420037e-10 }, { "score": -8.853696823120117, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 8.063361113388263e-10 }, { "score": -8.945014953613281, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 7.359649804414541e-10 }, { "score": -8.949841499328613, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 7.324213703956026e-10 }, { "score": -9.064854621887207, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 6.528470455646662e-10 }, { "score": -9.147467613220215, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 6.010811059344036e-10 }, { "score": -9.153605461120605, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 5.974030607183964e-10 }, { "score": -9.172151565551758, "text": "As required by Party B", "probability": 5.864256697316084e-10 }, { "score": -9.25637435913086, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 5.390579780918767e-10 }, { "score": -9.327985763549805, "text": "People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.018050645956517e-10 }, { "score": -9.377523422241211, "text": "As required by Party B building PV grid-connected power station project,", "probability": 4.775524840144252e-10 }, { "score": -9.4068021774292, "text": "Party A: People's Government of Fenyi County", "probability": 4.637730484549415e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Revenue/Profit Sharing": [ { "text": "", "score": 11.861917495727539, "probability": 0.9999995341802148 }, { "score": -4.81270170211792, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 5.731980341114185e-08 }, { "score": -4.826808452606201, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 5.651688385437416e-08 }, { "score": -5.226667404174805, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 3.788974409914209e-08 }, { "score": -5.390077114105225, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 3.217760653191035e-08 }, { "score": -5.429685115814209, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 3.092802589042091e-08 }, { "score": -5.451305389404297, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.0266530135722397e-08 }, { "score": -5.472908973693848, "text": "Xinyu Xinwei New Energy Co., Ltd.", "probability": 2.9619676932437336e-08 }, { "score": -5.4823527336120605, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.934127247616775e-08 }, { "score": -5.764312744140625, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 2.2132234738160994e-08 }, { "score": -5.788665771484375, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 2.1599757848606212e-08 }, { "score": -6.099335670471191, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.583166747809899e-08 }, { "score": -6.116028308868408, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 1.5569588656693934e-08 }, { "score": -6.123666286468506, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.5451121488016235e-08 }, { "score": -6.236842155456543, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.3797752546382863e-08 }, { "score": -6.254669189453125, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.355395905657145e-08 }, { "score": -6.4074320793151855, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 1.163381328272318e-08 }, { "score": -6.4317851066589355, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 1.1353916707265104e-08 }, { "score": -6.490289211273193, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 1.0708723226334431e-08 }, { "score": -6.546072959899902, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.0127706799629088e-08 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Price Restrictions": [ { "text": "", "score": 11.820024490356445, "probability": 0.9999320525643383 }, { "score": 1.980038046836853, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 5.3274413270515566e-05 }, { "score": -0.3835943937301636, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 5.011943300064167e-06 }, { "score": -1.6131401062011719, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.465619487809333e-06 }, { "score": -2.0241518020629883, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 9.716752024715811e-07 }, { "score": -2.047114849090576, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress", "probability": 9.496168123037932e-07 }, { "score": -2.234069347381592, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 7.87689557337257e-07 }, { "score": -2.3603291511535645, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B", "probability": 6.942584140175408e-07 }, { "score": -2.389153242111206, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 6.74532699936642e-07 }, { "score": -2.5293469429016113, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 5.862969805475266e-07 }, { "score": -2.5362725257873535, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 5.822505602959328e-07 }, { "score": -2.695343494415283, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 4.96622362081871e-07 }, { "score": -2.7498526573181152, "text": "Party", "probability": 4.702764623452288e-07 }, { "score": -2.8325982093811035, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 4.329296256666195e-07 }, { "score": -3.069716691970825, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment", "probability": 3.415372343623084e-07 }, { "score": -3.1740942001342773, "text": "I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 3.076858197825572e-07 }, { "score": -3.2122721672058105, "text": "Party A supports and guarantees the project construction and development of Party B", "probability": 2.9616040894238596e-07 }, { "score": -3.4296422004699707, "text": "Party A supports and guarantees the project construction and development of Party B,", "probability": 2.3830019356428302e-07 }, { "score": -3.5795915126800537, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 2.051172740622151e-07 }, { "score": -3.824817180633545, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 1.6050999523078268e-07 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Minimum Commitment": [ { "text": "", "score": 12.109840393066406, "probability": 0.9999998213265227 }, { "score": -4.745483875274658, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 4.784379291939847e-08 }, { "score": -5.429749011993408, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.4135318200366705e-08 }, { "score": -6.096071720123291, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.23957484276879e-08 }, { "score": -6.3379034996032715, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 9.732996030483222e-09 }, { "score": -6.388585090637207, "text": "As required by Party B building PV grid-connected power station project,", "probability": 9.252003980212292e-09 }, { "score": -6.485544204711914, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 8.397055095359509e-09 }, { "score": -6.495587348937988, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 8.313144329227702e-09 }, { "score": -6.511321067810059, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 8.183371237181119e-09 }, { "score": -6.716939926147461, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 6.662437036788237e-09 }, { "score": -6.74233865737915, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 6.495350464747717e-09 }, { "score": -6.894855499267578, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 5.576546990499831e-09 }, { "score": -7.072850227355957, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project,", "probability": 4.667273358315724e-09 }, { "score": -7.09213399887085, "text": "As", "probability": 4.5781329690496245e-09 }, { "score": -7.128066062927246, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 4.416551563275108e-09 }, { "score": -7.1564507484436035, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 4.292951607518193e-09 }, { "score": -7.177643775939941, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 4.2029282690349206e-09 }, { "score": -7.419475555419922, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 3.30008989756117e-09 }, { "score": -7.443449974060059, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 3.2219130277678144e-09 }, { "score": -7.512857437133789, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.0058723581563346e-09 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Volume Restriction": [ { "text": "", "score": 12.012004852294922, "probability": 0.9999999456457965 }, { "score": -6.376891613006592, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.0322947371490288e-08 }, { "score": -7.290592670440674, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 4.139886035728875e-09 }, { "score": -7.39157247543335, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.742255314188604e-09 }, { "score": -7.407648086547852, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 3.682577239018812e-09 }, { "score": -7.679509162902832, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.8059769508086643e-09 }, { "score": -7.7028985023498535, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.741108574878355e-09 }, { "score": -7.714578628540039, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.709278333312014e-09 }, { "score": -7.732996463775635, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.659835999372477e-09 }, { "score": -7.73993444442749, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.641445977248363e-09 }, { "score": -7.851785182952881, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 2.3619221251263195e-09 }, { "score": -7.904600143432617, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.240414261336519e-09 }, { "score": -7.93808126449585, "text": "As required by Party B building PV grid-connected power station project,", "probability": 2.1666445181771038e-09 }, { "score": -7.944804668426514, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.1521261530147744e-09 }, { "score": -7.968840599060059, "text": "Xinyu Xinwei New Energy Co., Ltd.", "probability": 2.1010145166456857e-09 }, { "score": -8.156272888183594, "text": "As", "probability": 1.7419201549663622e-09 }, { "score": -8.227088928222656, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.622830751904244e-09 }, { "score": -8.275771141052246, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.5457199505851539e-09 }, { "score": -8.294189453125, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.517510976452213e-09 }, { "score": -8.333654403686523, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.4587888353479576e-09 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Ip Ownership Assignment": [ { "text": "", "score": 12.20718002319336, "probability": 0.9999999576015697 }, { "score": -6.72752046585083, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 5.980865593137076e-09 }, { "score": -6.769973278045654, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.732275047121098e-09 }, { "score": -7.036994934082031, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 4.388953593445674e-09 }, { "score": -7.468540191650391, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.8506458416238477e-09 }, { "score": -7.652980804443359, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.3705096326677507e-09 }, { "score": -7.667881488800049, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 2.3354492772148733e-09 }, { "score": -7.689013957977295, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.286613297192956e-09 }, { "score": -7.7318315505981445, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B:", "probability": 2.1907724986856905e-09 }, { "score": -7.836122512817383, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.9738052104075384e-09 }, { "score": -7.9773268699646, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 1.7138784495116956e-09 }, { "score": -8.045893669128418, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A:", "probability": 1.6003015851881843e-09 }, { "score": -8.257197380065918, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.295489208878012e-09 }, { "score": -8.307731628417969, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 1.2316492722131573e-09 }, { "score": -8.337451934814453, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.1955828852430292e-09 }, { "score": -8.351547241210938, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.1788489898975365e-09 }, { "score": -8.38133430480957, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A", "probability": 1.144252364015431e-09 }, { "score": -8.515813827514648, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.0002719808200503e-09 }, { "score": -8.519829750061035, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 9.962630212432502e-10 }, { "score": -8.586505889892578, "text": "As", "probability": 9.320021862495686e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Joint Ip Ownership": [ { "text": "", "score": 12.098138809204102, "probability": 0.9999999524619689 }, { "score": -6.505990028381348, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 8.323950416506472e-09 }, { "score": -6.579275131225586, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 7.735745418832124e-09 }, { "score": -7.328555107116699, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 3.6567393892331257e-09 }, { "score": -7.5904035568237305, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.8143277507183384e-09 }, { "score": -7.600587844848633, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.7858112827464392e-09 }, { "score": -7.833748817443848, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 2.206435158609988e-09 }, { "score": -7.984969139099121, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.896780245568378e-09 }, { "score": -7.988701820373535, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 1.8897133668721352e-09 }, { "score": -8.030038833618164, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.8131907644921423e-09 }, { "score": -8.056764602661133, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.7653736673825639e-09 }, { "score": -8.144278526306152, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.617446148668626e-09 }, { "score": -8.268295288085938, "text": "As", "probability": 1.4287953720932075e-09 }, { "score": -8.271360397338867, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.4244226630166152e-09 }, { "score": -8.285078048706055, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.405016338436079e-09 }, { "score": -8.294449806213379, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.3919103748989275e-09 }, { "score": -8.305850982666016, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 1.3761310812884766e-09 }, { "score": -8.33040714263916, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.3427501178420085e-09 }, { "score": -8.335700988769531, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 1.3356605873253471e-09 }, { "score": -8.341580390930176, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 1.327830741543195e-09 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__License Grant": [ { "text": "", "score": 11.7553129196167, "probability": 0.9999970030371214 }, { "score": -1.476922869682312, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.7918915104882826e-06 }, { "score": -3.026548385620117, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 3.80467794869086e-07 }, { "score": -4.266514778137207, "text": "As", "probability": 1.1010507556145175e-07 }, { "score": -4.50471305847168, "text": "50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 8.676791078449046e-08 }, { "score": -4.595488548278809, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 7.923842712167295e-08 }, { "score": -4.599390983581543, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 7.892980686330064e-08 }, { "score": -4.6056060791015625, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities", "probability": 7.844077184811331e-08 }, { "score": -4.867631912231445, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 6.035947935084369e-08 }, { "score": -5.0550947189331055, "text": "building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.004162711861296e-08 }, { "score": -5.327662467956543, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 3.810278788940087e-08 }, { "score": -5.449146747589111, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County,", "probability": 3.374401852670328e-08 }, { "score": -5.499692916870117, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 3.208077700285434e-08 }, { "score": -5.583070755004883, "text": "As required by Party B building PV grid-connected power station project", "probability": 2.9514426135540712e-08 }, { "score": -5.705722332000732, "text": "As required by Party B", "probability": 2.610762946715357e-08 }, { "score": -5.724380016326904, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.5625037581059746e-08 }, { "score": -5.755558490753174, "text": "As required by Party B building PV grid-connected power station project,", "probability": 2.4838414576587553e-08 }, { "score": -5.778231620788574, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 2.428158634634651e-08 }, { "score": -5.816140174865723, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 2.337833515668197e-08 }, { "score": -5.830394268035889, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.3047461940215977e-08 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Transferable License": [ { "text": "", "score": 11.925678253173828, "probability": 0.9999999530872423 }, { "score": -6.362345218658447, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.1418585309209536e-08 }, { "score": -7.053978443145752, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.717942819222089e-09 }, { "score": -7.515957355499268, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 3.602507682227823e-09 }, { "score": -7.710724830627441, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.9649575230699553e-09 }, { "score": -7.835693836212158, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.616646930588913e-09 }, { "score": -7.872434616088867, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 2.522253935884922e-09 }, { "score": -8.023566246032715, "text": "As", "probability": 2.1684687879932258e-09 }, { "score": -8.024748802185059, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.165905967525037e-09 }, { "score": -8.276895523071289, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.6831920388653874e-09 }, { "score": -8.443986892700195, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 1.4241863157735487e-09 }, { "score": -8.467798233032227, "text": "As required by Party B building PV grid-connected power station project,", "probability": 1.3906750876755495e-09 }, { "score": -8.486835479736328, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.364450873368038e-09 }, { "score": -8.581085205078125, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.2417259807843706e-09 }, { "score": -8.613882064819336, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 1.2016618479589704e-09 }, { "score": -8.62144660949707, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.1926061176432997e-09 }, { "score": -8.708168983459473, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.0935382647119864e-09 }, { "score": -8.715200424194336, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 1.0858760848630077e-09 }, { "score": -8.762603759765625, "text": "PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.0356029081749198e-09 }, { "score": -8.77585220336914, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.0219732665764246e-09 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Affiliate License-Licensor": [ { "text": "", "score": 12.015052795410156, "probability": 0.9999999638447483 }, { "score": -7.000938415527344, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.513913305449364e-09 }, { "score": -7.022719383239746, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.395113422603362e-09 }, { "score": -7.114945411682129, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 4.919798595040178e-09 }, { "score": -7.899087905883789, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.245942150929448e-09 }, { "score": -7.930912971496582, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.1755903084148873e-09 }, { "score": -8.273167610168457, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.5450331944696708e-09 }, { "score": -8.281197547912598, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.5326763528372148e-09 }, { "score": -8.283196449279785, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 1.5296157439268226e-09 }, { "score": -8.303229331970215, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.4992780217605676e-09 }, { "score": -8.475916862487793, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.2614932557794544e-09 }, { "score": -8.541597366333008, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.1813001323949817e-09 }, { "score": -8.624610900878906, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 1.0871962172543245e-09 }, { "score": -8.742412567138672, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 9.663786331746522e-10 }, { "score": -8.779582977294922, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 9.311173411296449e-10 }, { "score": -8.795402526855469, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 9.16503382100121e-10 }, { "score": -8.801003456115723, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 9.113844602317137e-10 }, { "score": -8.86338996887207, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 8.562636366729935e-10 }, { "score": -8.86846923828125, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 8.519254696632252e-10 }, { "score": -8.888862609863281, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 8.347277923360311e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Affiliate License-Licensee": [ { "text": "", "score": 12.145940780639648, "probability": 0.9999999766151623 }, { "score": -7.532161235809326, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.843864302265465e-09 }, { "score": -7.5606865882873535, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 2.7638881673098262e-09 }, { "score": -7.685564041137695, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.4394216725972967e-09 }, { "score": -7.689752578735352, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.4292254317808628e-09 }, { "score": -7.935679912567139, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.899603386347671e-09 }, { "score": -8.347023963928223, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.2589789924150158e-09 }, { "score": -8.589801788330078, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 9.876007566035723e-10 }, { "score": -8.604118347167969, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B:", "probability": 9.735624422183549e-10 }, { "score": -8.642745018005371, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 9.366739916525131e-10 }, { "score": -8.66698169708252, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 9.142450244749222e-10 }, { "score": -8.714155197143555, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 8.721183304505301e-10 }, { "score": -8.850578308105469, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A:", "probability": 7.60900046122804e-10 }, { "score": -8.93634033203125, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 6.983636669277536e-10 }, { "score": -8.954964637756348, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 6.854774989314332e-10 }, { "score": -8.989283561706543, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 6.623517440143879e-10 }, { "score": -9.082958221435547, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 6.031235635842919e-10 }, { "score": -9.158214569091797, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A", "probability": 5.594005381678994e-10 }, { "score": -9.17624568939209, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.494043121755514e-10 }, { "score": -9.18130111694336, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 5.466338473216443e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.696834564208984, "probability": 0.9999999833989139 }, { "score": -8.00218677520752, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.7849905520415885e-09 }, { "score": -8.392430305480957, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.885137854629523e-09 }, { "score": -9.007997512817383, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.0186046935674252e-09 }, { "score": -9.056936264038086, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 9.699555746128328e-10 }, { "score": -9.059727668762207, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 9.67251811443942e-10 }, { "score": -9.10866641998291, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 9.210553343109153e-10 }, { "score": -9.234294891357422, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 8.12317800696918e-10 }, { "score": -9.268577575683594, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 7.849413168907467e-10 }, { "score": -9.311092376708984, "text": "III. In", "probability": 7.522691396645108e-10 }, { "score": -9.350530624389648, "text": "As required by Party B building PV grid-connected power station project,", "probability": 7.231783778371388e-10 }, { "score": -9.416275978088379, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 6.771620147307696e-10 }, { "score": -9.44277286529541, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 6.594549561488456e-10 }, { "score": -9.580546379089355, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 5.745804693813978e-10 }, { "score": -9.603516578674316, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 5.615326702925766e-10 }, { "score": -9.658822059631348, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 5.313199995870727e-10 }, { "score": -9.701335906982422, "text": "In", "probability": 5.092049705560279e-10 }, { "score": -9.7122802734375, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 5.036624298789403e-10 }, { "score": -9.747526168823242, "text": "As", "probability": 4.862195964006119e-10 }, { "score": -9.764060020446777, "text": "Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 4.782466074745602e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.991691589355469, "probability": 0.9999999917889982 }, { "score": -8.536055564880371, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.215941500809184e-09 }, { "score": -9.161985397338867, "text": "As", "probability": 6.502416877086952e-10 }, { "score": -9.166748046875, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 6.471521774036668e-10 }, { "score": -9.294975280761719, "text": "V", "probability": 5.692696580541388e-10 }, { "score": -9.386104583740234, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.196860787785477e-10 }, { "score": -9.433987617492676, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 4.953883006796735e-10 }, { "score": -9.452255249023438, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V", "probability": 4.864208858256043e-10 }, { "score": -9.481477737426758, "text": "As required by Party B building PV grid-connected power station project,", "probability": 4.7241213923553e-10 }, { "score": -9.858268737792969, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 3.241028100958252e-10 }, { "score": -9.901067733764648, "text": "As required by Party B", "probability": 3.10524183682759e-10 }, { "score": -9.90162467956543, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.103512866942109e-10 }, { "score": -9.938015937805176, "text": "As required by Party B building PV grid-connected power station project", "probability": 2.992602453339359e-10 }, { "score": -10.012033462524414, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 2.779096486023846e-10 }, { "score": -10.014421463012695, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 2.7724679199177644e-10 }, { "score": -10.015546798706055, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 2.769349717650012e-10 }, { "score": -10.016016006469727, "text": "PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.7680506220588696e-10 }, { "score": -10.024236679077148, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 2.745388660042791e-10 }, { "score": -10.043210983276367, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.693787912717658e-10 }, { "score": -10.088555335998535, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities", "probability": 2.5743678179343145e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Source Code Escrow": [ { "text": "", "score": 12.270425796508789, "probability": 0.9999999894338799 }, { "score": -7.8370585441589355, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.8511026447222597e-09 }, { "score": -8.213468551635742, "text": "As required by Party B building PV grid-connected power station project,", "probability": 1.2704503936069405e-09 }, { "score": -8.602197647094727, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 8.612610580309759e-10 }, { "score": -8.959467887878418, "text": "As", "probability": 6.025239532314071e-10 }, { "score": -9.040655136108398, "text": "As", "probability": 5.555397550387075e-10 }, { "score": -9.042988777160645, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 5.54244836185756e-10 }, { "score": -9.133909225463867, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project,", "probability": 5.060756091841655e-10 }, { "score": -9.156859397888184, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 4.945933505820257e-10 }, { "score": -9.198226928710938, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 4.745506613173012e-10 }, { "score": -9.213987350463867, "text": "As required by Party B building PV grid-connected power station project, Party A", "probability": 4.671301713752339e-10 }, { "score": -9.228963851928711, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 4.601863227479991e-10 }, { "score": -9.433367729187012, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 3.751130996880386e-10 }, { "score": -9.457230567932129, "text": "As required by Party B building PV grid-connected power station project,", "probability": 3.6626779307336837e-10 }, { "score": -9.621071815490723, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 3.109162220343121e-10 }, { "score": -9.673471450805664, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.950438112568485e-10 }, { "score": -9.704736709594727, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 2.859619040310392e-10 }, { "score": -9.714327812194824, "text": "V", "probability": 2.8323232483113524e-10 }, { "score": -9.732234954833984, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 2.7820558479038865e-10 }, { "score": -9.74848747253418, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 2.737205885630014e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Post-Termination Services": [ { "text": "", "score": 12.376163482666016, "probability": 0.9999999929607009 }, { "score": -8.20809555053711, "text": "As required by Party B building PV grid-connected power station project,", "probability": 1.1491319102864994e-09 }, { "score": -8.932958602905273, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.566290409318735e-10 }, { "score": -8.94213581085205, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 5.515441089015287e-10 }, { "score": -9.126623153686523, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project,", "probability": 4.586257291507018e-10 }, { "score": -9.208924293518066, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 4.223918056517441e-10 }, { "score": -9.289766311645508, "text": "As", "probability": 3.8958860156526494e-10 }, { "score": -9.317739486694336, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.788415862711815e-10 }, { "score": -9.328019142150879, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 3.7496717322510897e-10 }, { "score": -9.5327787399292, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 3.055394449432362e-10 }, { "score": -9.584527969360352, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 2.901301620277569e-10 }, { "score": -9.591550827026367, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 2.8809975716245145e-10 }, { "score": -9.680734634399414, "text": "As required by Party B", "probability": 2.635183465211433e-10 }, { "score": -9.688248634338379, "text": "Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 2.615456902324549e-10 }, { "score": -9.712799072265625, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.5520280785012234e-10 }, { "score": -9.7575044631958, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 2.440451289800493e-10 }, { "score": -9.801671981811523, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 2.335008329666797e-10 }, { "score": -9.86225700378418, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.1977419270237335e-10 }, { "score": -9.95265007019043, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project,", "probability": 2.007795532187019e-10 }, { "score": -9.97958755493164, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 1.9544325299729347e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Audit Rights": [ { "text": "", "score": 12.225715637207031, "probability": 0.9999999965033672 }, { "score": -9.215499877929688, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 4.877512768297076e-10 }, { "score": -9.921497344970703, "text": "III", "probability": 2.407618161978736e-10 }, { "score": -9.976959228515625, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.2777225466937386e-10 }, { "score": -10.033447265625, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.152624991322481e-10 }, { "score": -10.034509658813477, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 2.1503392715758874e-10 }, { "score": -10.094314575195312, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 2.025508366103734e-10 }, { "score": -10.239855766296387, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V", "probability": 1.751161921820157e-10 }, { "score": -10.264893531799316, "text": "III.", "probability": 1.7078610804672261e-10 }, { "score": -10.274935722351074, "text": "III. In", "probability": 1.6907962416520404e-10 }, { "score": -10.39703369140625, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 1.4964589209203925e-10 }, { "score": -10.401467323303223, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 1.4898388592187105e-10 }, { "score": -10.44508171081543, "text": "Party A: People's Government of Fenyi County", "probability": 1.4262570688365825e-10 }, { "score": -10.4503173828125, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 1.418809169034507e-10 }, { "score": -10.455331802368164, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.4117124723689922e-10 }, { "score": -10.458559036254883, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.4071638896577952e-10 }, { "score": -10.458885192871094, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.4067050086826912e-10 }, { "score": -10.515046119689941, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.329880607685706e-10 }, { "score": -10.545204162597656, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.290372745504603e-10 }, { "score": -10.578605651855469, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 1.2479842346573207e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Uncapped Liability": [ { "text": "", "score": 12.344788551330566, "probability": 0.9999999935434312 }, { "score": -8.75233268737793, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 6.880763948282245e-10 }, { "score": -9.222223281860352, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 4.3009635986034277e-10 }, { "score": -9.276470184326172, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A:", "probability": 4.073865030707587e-10 }, { "score": -9.323341369628906, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 3.887323997495892e-10 }, { "score": -9.324024200439453, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 3.88467051894138e-10 }, { "score": -9.411211013793945, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.5603233107240223e-10 }, { "score": -9.435067176818848, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.4763927682379147e-10 }, { "score": -9.44749927520752, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.4334414520012444e-10 }, { "score": -9.464714050292969, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 3.374841370411546e-10 }, { "score": -9.526433944702148, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.172844256641788e-10 }, { "score": -9.56103801727295, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.0649288483594643e-10 }, { "score": -9.573555946350098, "text": "People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.02680142249038e-10 }, { "score": -9.583831787109375, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B:", "probability": 2.995857751466415e-10 }, { "score": -9.598543167114258, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 2.952107154528825e-10 }, { "score": -9.698902130126953, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 2.670218333796355e-10 }, { "score": -9.75015640258789, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 2.5368064062485674e-10 }, { "score": -9.771011352539062, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 2.4844492857955673e-10 }, { "score": -9.783308029174805, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 2.4540858833795707e-10 }, { "score": -9.833047866821289, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 2.335006104191065e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Cap On Liability": [ { "text": "", "score": 12.186086654663086, "probability": 0.9999999967394468 }, { "score": -9.623162269592285, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.3756976106755746e-10 }, { "score": -9.958749771118164, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot", "probability": 2.4133468074191343e-10 }, { "score": -9.983074188232422, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 2.3553517603923793e-10 }, { "score": -10.067118644714355, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 2.165487755496205e-10 }, { "score": -10.176488876342773, "text": "Party B:", "probability": 1.9411399346205858e-10 }, { "score": -10.208015441894531, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.8808970741262701e-10 }, { "score": -10.229122161865234, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 1.8416135379572538e-10 }, { "score": -10.323336601257324, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.6760296130021442e-10 }, { "score": -10.32839298248291, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 1.6675763577842743e-10 }, { "score": -10.383146286010742, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 1.5787256737394122e-10 }, { "score": -10.521807670593262, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B:", "probability": 1.3743166165485822e-10 }, { "score": -10.524998664855957, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.369938169624829e-10 }, { "score": -10.553335189819336, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.3316637258803062e-10 }, { "score": -10.576560020446777, "text": "Party A: People's Government of Fenyi County Party B:", "probability": 1.3010924419876706e-10 }, { "score": -10.587841033935547, "text": "III. In", "probability": 1.2864972794948564e-10 }, { "score": -10.589591979980469, "text": "III", "probability": 1.2842466631004567e-10 }, { "score": -10.594751358032227, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.2776378124933743e-10 }, { "score": -10.608087539672852, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.2607121154972657e-10 }, { "score": -10.63800048828125, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 1.2235589494481722e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Liquidated Damages": [ { "text": "", "score": 12.1136474609375, "probability": 0.9999999766290529 }, { "score": -6.865736484527588, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 5.719502740366303e-09 }, { "score": -7.149801254272461, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 4.305172033328652e-09 }, { "score": -7.91029691696167, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 2.0123867102373292e-09 }, { "score": -7.940701007843018, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 1.952122700337732e-09 }, { "score": -8.282243728637695, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 1.387321103623453e-09 }, { "score": -8.485431671142578, "text": "Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 1.1322272171413667e-09 }, { "score": -8.513368606567383, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 1.1010340085766033e-09 }, { "score": -8.646113395690918, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 9.641628731887846e-10 }, { "score": -8.884133338928223, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 7.599406154729422e-10 }, { "score": -8.930177688598633, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 7.25742989373577e-10 }, { "score": -8.934633255004883, "text": ".", "probability": 7.225165863545684e-10 }, { "score": -9.371452331542969, "text": "Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 4.668095226606257e-10 }, { "score": -9.437207221984863, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 4.37101926638751e-10 }, { "score": -9.721077919006348, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 3.2907829876380726e-10 }, { "score": -9.785451889038086, "text": "III. In", "probability": 3.085616750786778e-10 }, { "score": -9.827045440673828, "text": "Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 2.9599074618482837e-10 }, { "score": -9.970252990722656, "text": ". IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 2.564979419257748e-10 }, { "score": -9.99832534790039, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 2.4939756848001237e-10 }, { "score": -10.014565467834473, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 2.453800329846177e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Warranty Duration": [ { "text": "", "score": 11.799105644226074, "probability": 0.9999999893248303 }, { "score": -8.815438270568848, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.114852279605332e-09 }, { "score": -8.857064247131348, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.0693980658649383e-09 }, { "score": -9.300923347473145, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 6.860785417740705e-10 }, { "score": -9.345500946044922, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 6.561664653985303e-10 }, { "score": -9.358110427856445, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 6.479444926359452e-10 }, { "score": -9.425985336303711, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 6.054246573156391e-10 }, { "score": -9.468192100524902, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 5.804033892512667e-10 }, { "score": -9.470562934875488, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 5.790289788523064e-10 }, { "score": -9.554864883422852, "text": "As", "probability": 5.322166150435434e-10 }, { "score": -9.608479499816895, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 5.044334716416776e-10 }, { "score": -9.641419410705566, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 4.880881624634632e-10 }, { "score": -9.653057098388672, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 4.824408693208e-10 }, { "score": -9.710756301879883, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 4.5539226077856023e-10 }, { "score": -9.769418716430664, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.", "probability": 4.294463172176744e-10 }, { "score": -9.882720947265625, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County", "probability": 3.834443554853035e-10 }, { "score": -9.893354415893555, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County", "probability": 3.7938861347876693e-10 }, { "score": -9.916234970092773, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V", "probability": 3.708065473634456e-10 }, { "score": -9.948975563049316, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 3.5886271216412644e-10 }, { "score": -9.970124244689941, "text": "III", "probability": 3.513529298141639e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Insurance": [ { "text": "", "score": 12.143363952636719, "probability": 0.999999948198983 }, { "score": -6.269948482513428, "text": "As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.0073954694017466e-08 }, { "score": -6.3549652099609375, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 9.252896360326064e-09 }, { "score": -6.580573558807373, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 7.3840943422842185e-09 }, { "score": -7.497321128845215, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 2.9522887106405643e-09 }, { "score": -7.722929000854492, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 2.356017825244998e-09 }, { "score": -7.753589153289795, "text": "As", "probability": 2.284878109635302e-09 }, { "score": -7.895645618438721, "text": "II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.9822968825501017e-09 }, { "score": -7.962054252624512, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.8549311507726548e-09 }, { "score": -8.062532424926758, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 1.6776087352462552e-09 }, { "score": -8.064213752746582, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As", "probability": 1.6747904948657813e-09 }, { "score": -8.187067031860352, "text": "As required by Party B building PV grid-connected power station project,", "probability": 1.4811736801852366e-09 }, { "score": -8.288141250610352, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.3387824505131776e-09 }, { "score": -8.3739013671875, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 1.2287537757603284e-09 }, { "score": -8.431158065795898, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 1.1603756242526952e-09 }, { "score": -8.497692108154297, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project,", "probability": 1.0856834802216492e-09 }, { "score": -8.55586051940918, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "probability": 1.0243326353725627e-09 }, { "score": -8.57479476928711, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.", "probability": 1.0051201264977974e-09 }, { "score": -8.582499504089355, "text": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 9.97405699448565e-10 }, { "score": -8.59437370300293, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project;", "probability": 9.856323436931095e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Covenant Not To Sue": [ { "text": "", "score": 12.117164611816406, "probability": 0.9999999915550067 }, { "score": -8.616382598876953, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 9.897712905472027e-10 }, { "score": -8.72062873840332, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 8.917873945589178e-10 }, { "score": -8.738645553588867, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 8.758641001429221e-10 }, { "score": -9.1639404296875, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 5.724446594155079e-10 }, { "score": -9.274847030639648, "text": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 5.123507581667525e-10 }, { "score": -9.356321334838867, "text": "V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 4.722625877301951e-10 }, { "score": -9.363197326660156, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 4.690264526089384e-10 }, { "score": -9.370416641235352, "text": "People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 4.6565259622210985e-10 }, { "score": -9.68472671508789, "text": "IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A:", "probability": 3.4006262117555114e-10 }, { "score": -9.768393516540527, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 3.127683995547857e-10 }, { "score": -9.782254219055176, "text": "Party A:", "probability": 3.0846311586782616e-10 }, { "score": -9.82413101196289, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A:", "probability": 2.9581240416794465e-10 }, { "score": -9.842147827148438, "text": "Party A:", "probability": 2.905305308961213e-10 }, { "score": -9.842205047607422, "text": "Party B:", "probability": 2.9051390708141016e-10 }, { "score": -9.872639656066895, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 2.818054219223921e-10 }, { "score": -9.878107070922852, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County;", "probability": 2.802688790583317e-10 }, { "score": -9.890656471252441, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 2.767736500800534e-10 }, { "score": -9.946451187133789, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B:", "probability": 2.617540463676511e-10 }, { "score": -9.964468002319336, "text": "Party A: People's Government of Fenyi County Party B:", "probability": 2.5708030151509927e-10 } ], "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Third Party Beneficiary": [ { "text": "", "score": 11.723149299621582, "probability": 0.999992257971788 }, { "score": -1.7197006940841675, "text": "In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.451580295888252e-06 }, { "score": -1.8618639707565308, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 1.259216302775249e-06 }, { "score": -2.2379844188690186, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 8.644767204300642e-07 }, { "score": -2.7048521041870117, "text": "Xinyu Xinwei New Energy Co., Ltd.", "probability": 5.419949538083653e-07 }, { "score": -2.8821544647216797, "text": "III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.", "probability": 4.539351427897474e-07 }, { "score": -2.9015660285949707, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 4.452085244463414e-07 }, { "score": -3.123664379119873, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 3.565392800120724e-07 }, { "score": -3.211937427520752, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 3.2641558422772883e-07 }, { "score": -3.320378065109253, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 2.928705580950427e-07 }, { "score": -3.32494854927063, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 2.915350521271899e-07 }, { "score": -3.630749464035034, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 2.1472525586202298e-07 }, { "score": -3.7037954330444336, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.99599600470032e-07 }, { "score": -3.731187343597412, "text": "People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.", "probability": 1.942063884717689e-07 }, { "score": -3.795186996459961, "text": "Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 1.8216662656417372e-07 }, { "score": -3.991900682449341, "text": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:", "probability": 1.496363642915707e-07 }, { "score": -3.995119571685791, "text": "Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.", "probability": 1.491554757878024e-07 }, { "score": -4.122607707977295, "text": "Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 1.313021409927085e-07 }, { "score": -4.149999618530273, "text": "People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.", "probability": 1.2775433688622772e-07 }, { "score": -4.302271842956543, "text": "Party B: Xinyu Xinwei New Energy Co., Ltd. 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"text": "You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied", "probability": 0.002110254591046597 }, { "score": 8.295991897583008, "text": "Your right to extend the term of this Agreement shall be subject to your continued compliance with the terms and conditions in this Agreement as well as your compliance with the conditions set forth in Section 3.2 of this Agreement.", "probability": 0.0013858749680008319 }, { "score": 7.689622402191162, "text": "You shall have no right or option to extend or renew the term of this Agreement except as provided in Section 3.2 of this Agreement. 3.2 Options to Renew You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied", "probability": 0.0007557551662880777 }, { "score": 7.569616794586182, "text": "3.2.3 You shall, at our option, execute our then-current form of Master Franchise Agreement and any addenda thereto for the renewal term, which renewal agreement shall supersede this Agreement in all respects, and the terms of which, including, without limitation, continuing fees payable to us, may differ materially and be less advantageous to you than the terms of this Agreement. 3.2.4 You shall comply with our then-current qualification and training requirements. 3.2.5 You shall pay us a renewal fee in the sum of Ten Thousand Dollars ($10,000) for the right to renew this Agreement.", "probability": 0.0006702909433980986 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Notice Period To Terminate Renewal": [ { "score": 12.999336242675781, "text": "You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied:", "probability": 0.23588639621054666 }, { "score": 12.753009796142578, "text": "You shall have no right or option to extend or renew the term of this Agreement except as provided in Section 3.2 of this Agreement.", "probability": 0.18438461421076022 }, { "score": 12.618919372558594, "text": "If you do not elect to extend the term of this Agreement, this Agreement shall terminate at the end of the term then in effect.", "probability": 0.16124637052049337 }, { "score": 12.25374984741211, "text": "If we are not offering new master franchises, are in the process of revising, amending or renewing our form of Master Franchise Agreement or Master Franchise Disclosure Document or are not lawfully able to offer our then-current form of Master Franchise Agreement at the time you exercise an option to extend the term of this Agreement, we may offer to renew this Agreement upon the terms and conditions set forth in this Agreement for the extended term, or may offer to extend the term of this Agreement on a month-to-month basis following the expiration of the term of this Agreement for as long as we deem necessary or appropriate so that we may subsequently lawfully offer and utilize our then-current form of Master Franchise Agreement.", "probability": 0.11191771590609306 }, { "score": 12.141180038452148, "text": "You shall have no right or option to extend or renew the term of this Agreement except as provided in Section 3.2 of this Agreement. 3.2 Options to Renew You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied:", "probability": 0.10000239272142376 }, { "score": 12.071474075317383, "text": "You shall have no right or option to extend or renew the term of this Agreement except as provided in Section 3.2 of this Agreement.", "probability": 0.09326903345196587 }, { "text": "", "score": 11.792821884155273, "probability": 0.0705862918078842 }, { "score": 10.447650909423828, "text": "You further understand and acknowledge that you shall renew the Unit Franchise Disclosure Document with such registration state(s) according to the rules of such registration state(s), but not less frequently than annually, at your expense.", "probability": 0.018387387799085532 }, { "score": 9.31865119934082, "text": "If we are not offering new master franchises, are in the process of revising, amending or renewing our form of Master Franchise Agreement or Master Franchise Disclosure Document or are not lawfully able to offer our then-current form of Master Franchise Agreement at the time you exercise an option to extend the term of this Agreement, we may offer to renew this Agreement upon the terms and conditions set forth in this Agreement for the extended term, or may offer to extend the term of this Agreement on a month-to-month basis following the expiration of the term of this Agreement for as long as we deem necessary or appropriate so that we may subsequently lawfully offer and utilize our then-current form of Master Franchise Agreement", "probability": 0.005945682190208369 }, { "score": 9.092586517333984, "text": "If you do not elect to extend the term of this Agreement, this Agreement shall terminate at the end of the term then in effect", "probability": 0.004742671534446499 }, { "score": 8.479208946228027, "text": "You shall pay us a renewal fee in the sum of Ten Thousand Dollars ($10,000) for the right to renew this Agreement.", "probability": 0.0025682456020752462 }, { "score": 8.317306518554688, "text": "Your right to extend the term of this Agreement shall be subject to your continued compliance with the terms and conditions in this Agreement as well as your compliance with the conditions set forth in Section 3.2 of this Agreement. 3.5 Termination at End of Term If you do not elect to extend the term of this Agreement, this Agreement shall terminate at the end of the term then in effect.", "probability": 0.0021843550055865918 }, { "score": 8.110003471374512, "text": "You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied", "probability": 0.0017753854350090062 }, { "score": 8.104844093322754, "text": "You further understand and acknowledge that you shall renew the Unit Franchise Disclosure Document with such registration state(s) according to the rules of such registration state(s), but not less frequently than annually, at your expense.", "probability": 0.0017662491394303688 }, { "score": 8.043724060058594, "text": "If we are not offering new master franchises, are in the process of revising, amending or renewing our form of Master Franchise Agreement or Master Franchise Disclosure Document or are not lawfully able to offer our then-current form of Master Franchise Agreement at the time you exercise an option to extend the term of this Agreement, we may offer to renew this Agreement upon the terms and conditions set forth in this Agreement for the extended term, or may offer to extend the term of this Agreement on a month-to-month basis following the expiration of the term of this Agreement for as long as we deem necessary or appropriate so that we may subsequently lawfully offer and utilize our then-current form of Master Franchise Agreement. 3.4 Continued Compliance Your right to extend the term of this Agreement shall be subject to your continued compliance with the terms and conditions in this Agreement as well as your compliance with the conditions set forth in Section 3.2 of this Agreement.", "probability": 0.0016615287869165597 }, { "score": 7.934295654296875, "text": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee without our prior written consent.", "probability": 0.0014893052391448875 }, { "score": 7.251847267150879, "text": "You shall have no right or option to extend or renew the term of this Agreement except as provided in Section 3.2 of this Agreement. 3.2 Options to Renew You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied", "probability": 0.0007526622745348819 }, { "score": 6.911484718322754, "text": "You shall have no right or option to extend or renew the term of this Agreement except as provided in Section 3.2 of this Agreement", "probability": 0.0005355284796545786 }, { "score": 6.814434051513672, "text": "You shall have no right or option to extend or renew the term of this Agreement except as provided in Section 3.2 of this Agreement", "probability": 0.00048599746360141144 }, { "score": 6.64970588684082, "text": "3.2 Options to Renew You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied:", "probability": 0.000412186221138846 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Governing Law": [ { "score": 15.141985893249512, "text": "This Agreement shall be interpreted and construed under the laws of the State of New York.", "probability": 0.6848803429303825 }, { "score": 14.20060920715332, "text": "This Agreement shall be interpreted and construed under the laws of the State of New York.", "probability": 0.2671652698354685 }, { "text": "", "score": 12.257904052734375, "probability": 0.038288986674140636 }, { "score": 10.013227462768555, "text": "This Agreement shall be interpreted and construed under the laws of the State of New York", "probability": 0.004057170099152558 }, { "score": 9.890166282653809, "text": "This Agreement shall be interpreted and construed under the laws of the State of New York", "probability": 0.0035873886079482702 }, { "score": 8.48830509185791, "text": "This Agreement shall be interpreted and construed under the laws of the State of New York. In the event of any conflict of law, the laws of New York shall prevail, without regard to the application of such state's conflict of law rules. If, however, any provision of this Agreement would not be enforceable under the laws of New York, and if the Franchised Business is located outside of New York and such provision would be enforceable under the laws of the state in which the Franchised Business is located, then such provision shall be interpreted and construed under the laws of that other state.", "probability": 0.0008829941882338257 }, { "score": 7.3598785400390625, "text": "This Agreement shall be interpreted and construed under the laws of the State of New York. In the event of any conflict of law, the laws of New York shall prevail, without regard to the application of such state's conflict of law rules.", "probability": 0.00028568564613121547 }, { "score": 7.307185173034668, "text": "Choice of Law This Agreement shall be interpreted and construed under the laws of the State of New York.", "probability": 0.00027102164808382183 }, { "score": 6.206085681915283, "text": "This", "probability": 9.01161333252003e-05 }, { "score": 6.05606746673584, "text": "You desire us to grant you a license to use the methods, procedures and products developed by us and our parent (the \"System\") to operate an independent business (the \"Franchised Business\") that sells and services The Original Soupman franchises (\"Unit Franchises\") to qualified individuals and business entities (\"Unit Franchisees\") who will sell proprietary gourmet soups, chilis, stews, desserts, wraps and non- proprietary products like salads, sandwiches, specialty coffees, soft drinks and other beverages in the territory described in Section 1 of this Agreement, and you agree that your operation of the Franchised Business shall be governed by the terms, covenants and conditions contained in this Agreement.", "probability": 7.756226193419734e-05 }, { "score": 5.789046287536621, "text": "This Agreement shall be interpreted and construed under the laws of the State of New York. In the event of any conflict of law, the laws of New York shall prevail, without regard to the application of such state's conflict of law rules. If, however, any provision of this Agreement would not be enforceable under the laws of New York, and if the Franchised Business is located outside of New York and such provision would be enforceable under the laws of the state in which the Franchised Business is located, then such provision shall be interpreted and construed under the laws of that other state. Nothing in this Section 17.1 is intended by the parties to subject this Agreement to laws, rules, or regulation of any state to which it would not otherwise be subject.", "probability": 5.9386077562072064e-05 }, { "score": 5.574746608734131, "text": "17. APPLICABLE LAW 17.1 Choice of Law This Agreement shall be interpreted and construed under the laws of the State of New York.", "probability": 4.793088778902682e-05 }, { "score": 5.542135238647461, "text": "Choice of Law This Agreement shall be interpreted and construed under the laws of the State of New York.", "probability": 4.639300833903978e-05 }, { "score": 5.452664852142334, "text": "17.1 Choice of Law This Agreement shall be interpreted and construed under the laws of the State of New York.", "probability": 4.242247866828532e-05 }, { "score": 5.449556350708008, "text": "This", "probability": 4.229081307985383e-05 }, { "score": 5.373725891113281, "text": "APPLICABLE LAW 17.1 Choice of Law This Agreement shall be interpreted and construed under the laws of the State of New York.", "probability": 3.920245678800871e-05 }, { "score": 5.251595973968506, "text": "17.1 Choice of Law This Agreement shall be interpreted and construed under the laws of the State of New York.", "probability": 3.469548283631803e-05 }, { "score": 5.232646942138672, "text": ".", "probability": 3.4044226849773485e-05 }, { "score": 5.224924087524414, "text": "Agreement shall be interpreted and construed under the laws of the State of New York.", "probability": 3.378232086799345e-05 }, { "score": 5.210970878601074, "text": "Upon approval of the State of New York.", "probability": 3.331422241929488e-05 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Most Favored Nation": [ { "score": 12.102888107299805, "text": "You shall, at our option, execute our then-current form of Master Franchise Agreement and any addenda thereto for the renewal term, which renewal agreement shall supersede this Agreement in all respects, and the terms of which, including, without limitation, continuing fees payable to us, may differ materially and be less advantageous to you than the terms of this Agreement.", "probability": 0.3841299048671945 }, { "text": "", "score": 12.089168548583984, "probability": 0.37889579899373166 }, { "score": 10.371241569519043, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.06798820617449085 }, { "score": 9.847798347473145, "text": "3.2.3 You shall, at our option, execute our then-current form of Master Franchise Agreement and any addenda thereto for the renewal term, which renewal agreement shall supersede this Agreement in all respects, and the terms of which, including, without limitation, continuing fees payable to us, may differ materially and be less advantageous to you than the terms of this Agreement.", "probability": 0.04028144856038987 }, { "score": 9.482609748840332, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 0.027957973350330102 }, { "score": 9.21835994720459, "text": "You shall, at our option, execute our then-current form of Master Franchise Agreement and any addenda thereto for the renewal term, which renewal agreement shall supersede this Agreement in all respects, and the terms of which, including, without limitation, continuing fees payable to us, may differ materially and be less advantageous to you than the terms of this Agreement", "probability": 0.021465620938465876 }, { "score": 9.18979263305664, "text": "You further understand and acknowledge that you shall renew the Unit Franchise Disclosure Document with such registration state(s) according to the rules of such registration state(s), but not less frequently than annually, at your expense.", "probability": 0.020861081942146222 }, { "score": 8.71456527709961, "text": "You shall pay to us a franchise sales royalty fee (the \"Franchise Sales Royalty Fee\") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a \"Unit Franchise Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid.", "probability": 0.012970245923591972 }, { "score": 8.329610824584961, "text": "We prefer you serve daily six (6) soups in any format, approved in writing by us.", "probability": 0.008826014084030352 }, { "score": 8.14873218536377, "text": "If you are and remain in good standing under this Agreement and all other agreements with us and our affiliates, we will consent to your grant of an additional security interest in the Franchised Business or in any of the assets of the Franchised Business if the conditions set forth in Section 12.4 of this Agreement are met.", "probability": 0.007365632072666779 }, { "score": 7.8144121170043945, "text": "Soups shall be cost plus 25% FOB the supplier. (c) You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us.", "probability": 0.0052725008733265424 }, { "score": 7.482754707336426, "text": "$170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.003784248761340659 }, { "score": 7.334268569946289, "text": "We prefer you serve daily six (6) soups in any format, approved in writing by us. (d) In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.003262067679868755 }, { "score": 7.319245338439941, "text": "You shall, at our option, execute our then-current form of Master Franchise Agreement and any addenda thereto for the renewal term, which renewal agreement shall supersede this Agreement in all respects, and the terms of which, including, without limitation, continuing fees payable to us, may differ materially and be less advantageous to you than the terms of this Agreement. 3.2.4 You shall comply with our then-current qualification and training requirements. 3.2.5 You shall pay us a renewal fee in the sum of Ten Thousand Dollars ($10,000) for the right to renew this Agreement.", "probability": 0.0032134271656112214 }, { "score": 7.291790962219238, "text": "You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us.", "probability": 0.0031264045687909 }, { "score": 7.286293983459473, "text": "Soups shall be cost plus 25% FOB the supplier.", "probability": 0.0031092659377832915 }, { "score": 6.967208385467529, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter", "probability": 0.0022598559390560155 }, { "score": 6.963270664215088, "text": "3.2.3 You shall, at our option, execute our then-current form of Master Franchise Agreement and any addenda thereto for the renewal term, which renewal agreement shall supersede this Agreement in all respects, and the terms of which, including, without limitation, continuing fees payable to us, may differ materially and be less advantageous to you than the terms of this Agreement", "probability": 0.0022509747535894267 }, { "score": 6.601693630218506, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.0015679770921494436 }, { "score": 6.496454238891602, "text": "Soups shall be cost plus 25% FOB the supplier. (c) You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us. (d) In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.0014113503214452656 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Compete": [ { "text": "", "score": 11.88250732421875, "probability": 0.6893155531164026 }, { "score": 10.239269256591797, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "probability": 0.1332811871609846 }, { "score": 9.454154014587402, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business.", "probability": 0.06078516993303283 }, { "score": 8.858869552612305, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.033517288544661426 }, { "score": 7.927860736846924, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises. You shall commence operation of the Franchised Business no later than the \"Commencement Date\" set forth on Attachment A hereto. 5.1.1 In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.013211036330406512 }, { "score": 7.848228454589844, "text": "No other business venture shall operate out of the premises utilized by you for your Franchised Business without our prior written consent.", "probability": 0.012199808850774976 }, { "score": 7.743763446807861, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.010989664891981272 }, { "score": 7.617502689361572, "text": "Own, maintain, operate, engage in, or have any interest in any business which is the same as or similar to the Franchised Business, or any other business which performs any type of child tutoring services, anywhere.", "probability": 0.009686125671220694 }, { "score": 7.3495049476623535, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.007409009626410246 }, { "score": 7.241183280944824, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation", "probability": 0.006648392592272846 }, { "score": 6.683649063110352, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.0038069977720199544 }, { "score": 6.672245025634766, "text": "Own, maintain, operate, engage in, or have any interest in any business which is the same as or similar to the Franchised Business, or any other business which performs any type of child tutoring services, anywhere.", "probability": 0.003763829242368696 }, { "score": 6.4971232414245605, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business", "probability": 0.0031591881198242537 }, { "score": 6.20843505859375, "text": "You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 0.002367008419716268 }, { "score": 6.075618743896484, "text": "7. NON-COMPETITION 7.1 Restrictions You acknowledge and agree that pursuant to this Agreement, you and your principals and employees will receive valuable specialized training, trade secrets and confidential information, including, without limitation, information regarding the operational, sales, promotional and marketing methods and techniques of us and the System, over and above the ordinary skills and experience possessed by you or your principals and employees prior to execution of this Agreement. In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "probability": 0.002072613917940951 }, { "score": 5.993696212768555, "text": "7.1 Restrictions You acknowledge and agree that pursuant to this Agreement, you and your principals and employees will receive valuable specialized training, trade secrets and confidential information, including, without limitation, information regarding the operational, sales, promotional and marketing methods and techniques of us and the System, over and above the ordinary skills and experience possessed by you or your principals and employees prior to execution of this Agreement. In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "probability": 0.001909589011779653 }, { "score": 5.841233253479004, "text": "Nothing contained in this Agreement shall require us to remain in the same business or to offer the same products and services, whether or not bearing the Proprietary Marks, in the event that we exercise our right to assign our rights in this Agreement.\n\n27\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 12.2 Transfer by You You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your (or, if you are a corporation, partnership, or limited liability company, your principals') business skill, financial capacity, and personal character. Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business.", "probability": 0.0016395553590354103 }, { "score": 5.818363189697266, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System. 7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent. 7.1.3 Own, maintain, operate, engage in, or have any interest in any business which is the same as or similar to the Franchised Business, or any other business which performs any type of child tutoring services, anywhere.", "probability": 0.0016024841496578418 }, { "score": 5.656013488769531, "text": "You acknowledge and agree that pursuant to this Agreement, you and your principals and employees will receive valuable specialized training, trade secrets and confidential information, including, without limitation, information regarding the operational, sales, promotional and marketing methods and techniques of us and the System, over and above the ordinary skills and experience possessed by you or your principals and employees prior to execution of this Agreement. In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "probability": 0.0013623420549005365 }, { "score": 5.588306427001953, "text": "7.1.3 Own, maintain, operate, engage in, or have any interest in any business which is the same as or similar to the Franchised Business, or any other business which performs any type of child tutoring services, anywhere.", "probability": 0.0012731552346083753 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Exclusivity": [ { "score": 13.490537643432617, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.6752014729117521 }, { "text": "", "score": 12.189861297607422, "probability": 0.18388945313890065 }, { "score": 10.777019500732422, "text": "Except as otherwise approved in writing by us, if you are a corporation, you shall: (a) confine your activities, and your governing documents shall at all times provide that your activities are confined, exclusively to operating the Franchised Business;", "probability": 0.0447679724023824 }, { "score": 9.692718505859375, "text": "Except as otherwise approved in writing by us, if you are a corporation, you shall:", "probability": 0.01513775549699926 }, { "score": 9.638083457946777, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 0.014332890615226612 }, { "score": 9.569947242736816, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.01338882928750177 }, { "score": 9.41048812866211, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory", "probability": 0.011415380467973484 }, { "score": 8.820590019226074, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 0.006328501640775154 }, { "score": 8.809144973754883, "text": "No other business venture shall operate out of the premises utilized by you for your Franchised Business without our prior written consent.", "probability": 0.006256484557248961 }, { "score": 8.710355758666992, "text": "You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 0.005667959860105464 }, { "score": 8.694559097290039, "text": "Any and all goodwill arising from your use of the Proprietary Marks shall inure solely and exclusively to the benefit of us or our affiliate, and upon expiration or termination of this Agreement and the license herein granted no monetary amount shall be assigned as attributable to any goodwill associated with your use.", "probability": 0.005579128484279146 }, { "score": 8.496878623962402, "text": "No other business venture shall operate out of the premises utilized by you for your Franchised Business without our prior written consent.", "probability": 0.004578411506181631 }, { "score": 8.36255168914795, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement.", "probability": 0.0040029243057045395 }, { "score": 7.736035346984863, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.0021393645127547544 }, { "score": 7.432519435882568, "text": "Except as otherwise approved in writing by us, if you are a corporation, you shall: (a) confine your activities, and your governing documents shall at all times provide that your activities are confined, exclusively to operating the Franchised Business; (b) maintain stop transfer instructions on your records against the transfer of any equity securities and shall only issue securities upon the face of which a legend, in a form satisfactory to us, appears which references the transfer restrictions imposed by this Agreement; (c) not issue any non-voting securities convertible into voting securities; (d) maintain a Schedule of Principals with a current list of all owners of record and all beneficial owners of any class of voting stock of you and furnish the list to us upon request.", "probability": 0.0015793176981780818 }, { "score": 7.293181896209717, "text": "If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.0013739027018509673 }, { "score": 7.157434940338135, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter. (e) We maintain the right to open and operate new company units and to sell franchises to our existing franchisees.\n\n7\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n (f) We shall be permitted to sell branded products to national accounts without any money due to you or your parent company.", "probability": 0.0011995043401975705 }, { "score": 7.152667999267578, "text": "Except as otherwise approved in writing by us, if you are a corporation, you shall: (a) confine your activities, and your governing documents shall at all times provide that your activities are confined, exclusively to operating the Franchised Business", "probability": 0.001193799980668853 }, { "score": 7.126475811004639, "text": "Any and all goodwill arising from your use of the Proprietary Marks shall inure solely and exclusively to the benefit of us or our affiliate, and upon expiration or termination of this Agreement and the license herein granted no monetary amount shall be assigned as attributable to any goodwill associated with your use.", "probability": 0.0011629376866872986 }, { "score": 6.757380962371826, "text": "Nothing in the Franchise Agreement shall limit our right to maintain websites other than the System Website or to offer and sell products and services under the Marks from the System Website, another website or otherwise over the Internet without payment or obligation of any kind to you.", "probability": 0.0008040084046312987 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__No-Solicit Of Customers": [ { "text": "", "score": 12.12739372253418, "probability": 0.14758069084907216 }, { "score": 11.982369422912598, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.12765748555085144 }, { "score": 11.781097412109375, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System. 7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.10438424690806435 }, { "score": 11.767359733581543, "text": "Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.1029600546267122 }, { "score": 11.734469413757324, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "probability": 0.09962874964827935 }, { "score": 11.71603012084961, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.0978084995880984 }, { "score": 11.492768287658691, "text": "7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.07823754503950563 }, { "score": 11.44007682800293, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.07422182083481171 }, { "score": 10.81888198852539, "text": "7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System. 7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.03987953754225389 }, { "score": 10.753812789916992, "text": "7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.03736723123551501 }, { "score": 10.444257736206055, "text": "7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.027419079316035086 }, { "score": 9.871176719665527, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise,", "probability": 0.015458485562720926 }, { "score": 9.448805809020996, "text": "You shall conduct advertising to solicit Applicants for the purchase of Unit Franchisees in the Master Territory (\"Solicitation Advertising\").", "probability": 0.010132896084829117 }, { "score": 9.32888412475586, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise,", "probability": 0.00898777647752395 }, { "score": 9.170398712158203, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise,", "probability": 0.007670486730998942 }, { "score": 8.959930419921875, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise", "probability": 0.006214664742283937 }, { "score": 8.512248992919922, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System", "probability": 0.003971843534108316 }, { "score": 8.417637825012207, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise", "probability": 0.0036132917005205984 }, { "score": 8.381585121154785, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere", "probability": 0.003485343070565367 }, { "score": 8.333065032958984, "text": "7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise,", "probability": 0.0033202709572498026 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Competitive Restriction Exception": [ { "score": 13.019649505615234, "text": "You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 0.20565635894003792 }, { "score": 12.85635757446289, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.1746728305123244 }, { "score": 12.661493301391602, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.1437463676953125 }, { "score": 11.997634887695312, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.07400939151048992 }, { "text": "", "score": 11.904500961303711, "probability": 0.06742784553245584 }, { "score": 11.843720436096191, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.06345160858549398 }, { "score": 11.234868049621582, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises. You shall commence operation of the Franchised Business no later than the \"Commencement Date\" set forth on Attachment A hereto. 5.1.1 In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.03451607506325597 }, { "score": 11.069177627563477, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.029245763843418898 }, { "score": 10.924643516540527, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.025310026619644124 }, { "score": 10.843338012695312, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.023333617280124588 }, { "score": 10.833858489990234, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.023113470815582994 }, { "score": 10.794361114501953, "text": "You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement. 1.3 Our Reserved Rights We and our affiliates retain the right, among others, in any manner and on any terms and conditions that we deem advisable, and without granting you any rights therein: 1.3.1 To own, acquire, establish, and/or operate, and license others to establish and operate, other Franchised Businesses at any location outside of the Master Territory.", "probability": 0.022218343339684445 }, { "score": 10.712005615234375, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises. You shall commence operation of the Franchised Business no later than the \"Commencement Date\" set forth on Attachment A hereto. 5.1.1 In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.020461861217727403 }, { "score": 10.53775405883789, "text": "If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.01718971377518634 }, { "score": 10.461709976196289, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 0.015931003016783997 }, { "score": 10.320476531982422, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.013832676309509967 }, { "score": 10.315791130065918, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises. You shall commence operation of the Franchised Business no later than the \"Commencement Date\" set forth on Attachment A hereto. 5.1.1 In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.013768016258871684 }, { "score": 10.122448921203613, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.01134759731221096 }, { "score": 10.095952987670898, "text": "We shall be permitted to sell branded products to national accounts without any money due to you or your parent company. Once you have units open and operating in the trade area where a National Account is located, we will remit to you 25% of the profits derived from the sales in that specific trade area. (g) We will continue to collect the royalties from franchisees and service existing franchisee in the Master Territory. 5.1 Sale of Unit Franchises; Minimum Development Quota You shall have the right and obligation to market and sell independent Unit Franchises to qualified Unit Franchisees who shall operate a The Original Soupman business as granted in the Unit Franchise Agreement. The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.011050880382682197 }, { "score": 9.967273712158203, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.009716551989201934 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__No-Solicit Of Employees": [ { "score": 12.778749465942383, "text": "Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.262208285398947 }, { "text": "", "score": 12.226564407348633, "probability": 0.15095082352839714 }, { "score": 12.136006355285645, "text": "7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.13788169842502293 }, { "score": 12.06826400756836, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System. 7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.12885061524685265 }, { "score": 11.688735961914062, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "probability": 0.0881575598474654 }, { "score": 11.60107421875, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.08075855681002264 }, { "score": 11.060991287231445, "text": "Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.04705800509163545 }, { "score": 10.356996536254883, "text": "7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System. 7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.02327514936821148 }, { "score": 10.249771118164062, "text": "7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.020908605540821676 }, { "score": 10.248966217041016, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System. 7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.02089178295190911 }, { "score": 9.889806747436523, "text": "7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.01458795884609005 }, { "score": 9.78177547454834, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.013094144937708356 }, { "score": 8.583627700805664, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise,", "probability": 0.003951192393898587 }, { "score": 7.7494282722473145, "text": "Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System", "probability": 0.0017156945373337355 }, { "score": 7.626698017120361, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System", "probability": 0.0015175356276688268 }, { "score": 7.547342777252197, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System. 7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System", "probability": 0.001401765455299667 }, { "score": 7.106685638427734, "text": "7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System", "probability": 0.0009021949448629287 }, { "score": 6.8723602294921875, "text": "7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise,", "probability": 0.0007137303378361406 }, { "score": 6.764329433441162, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise,", "probability": 0.0006406443180324343 }, { "score": 6.5823564529418945, "text": "directly or indirectly induce such person to leave his or her employment without our written consent.", "probability": 0.0005340563919836931 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Disparagement": [ { "text": "", "score": 11.703989028930664, "probability": 0.24384880747977275 }, { "score": 11.34967041015625, "text": "You shall refrain from deviating from such standards, specifications and procedures without our prior written consent and from otherwise operating in any manner which reflects adversely on the Proprietary Marks or the System.", "probability": 0.1710968504351046 }, { "score": 11.19652271270752, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.1468016088423031 }, { "score": 11.11755084991455, "text": "During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks.", "probability": 0.13565436442429699 }, { "score": 11.003981590270996, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.12109083338466722 }, { "score": 9.298354148864746, "text": "7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.02199716346625874 }, { "score": 9.278629302978516, "text": "do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.021567524022735884 }, { "score": 9.185478210449219, "text": "You shall not make any misleading or untrue statements or any representations inconsistent with the Unit Franchise Disclosure Document in connection with the sale of Unit Franchises within the Master Territory.", "probability": 0.019649218632559074 }, { "score": 9.160687446594238, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "probability": 0.01916808793321528 }, { "score": 9.004499435424805, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System", "probability": 0.016396350806203733 }, { "score": 8.949237823486328, "text": "You shall refrain from deviating from such standards, specifications and procedures without our prior written consent and from otherwise operating in any manner which reflects adversely on the Proprietary Marks or the System", "probability": 0.015514843119552809 }, { "score": 8.823116302490234, "text": "If you or any principal of yours has made any material misrepresentations in connection with your application to us for the franchise granted herein.", "probability": 0.013676453962418145 }, { "score": 8.811958312988281, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System", "probability": 0.013524700439239559 }, { "score": 8.511211395263672, "text": "You understand and acknowledge that every detail of the System is essential to you and us in order to develop and maintain quality operating standards, to increase the demand for the products and services sold by all master franchisees operating under the System and to protect the Proprietary Marks and our reputation and goodwill. You shall comply with our standards with respect to services, products and operations and shall operate the Franchised Business in strict conformity with such methods, standards, and specifications as we may from time to time prescribe in the Manuals or otherwise. You shall refrain from deviating from such standards, specifications and procedures without our prior written consent and from otherwise operating in any manner which reflects adversely on the Proprietary Marks or the System.", "probability": 0.010011863682774486 }, { "score": 8.132575035095215, "text": "You shall refrain from deviating from such standards, specifications and procedures without our prior written consent and from otherwise operating in any manner which reflects adversely on the Proprietary Marks or the System. Without limiting the generality of the foregoing, you agree that:", "probability": 0.006856070045564946 }, { "score": 7.869351387023926, "text": "perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.005269369678767541 }, { "score": 7.849425315856934, "text": "by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "probability": 0.00516541102698466 }, { "score": 7.721653938293457, "text": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee without our prior written consent.", "probability": 0.004545843509790203 }, { "score": 7.6513447761535645, "text": "from otherwise operating in any manner which reflects adversely on the Proprietary Marks or the System.", "probability": 0.004237206208529797 }, { "score": 7.575425624847412, "text": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise", "probability": 0.003927428899260638 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Termination For Convenience": [ { "score": 13.01498031616211, "text": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee without our prior written consent.", "probability": 0.5011388119458717 }, { "score": 12.498193740844727, "text": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee without our prior written consent.", "probability": 0.29889626014268655 }, { "text": "", "score": 11.684354782104492, "probability": 0.13245693826830587 }, { "score": 10.45035457611084, "text": "You shall not terminate any Unit Franchisee without our prior written consent.", "probability": 0.03856161657191531 }, { "score": 9.610289573669434, "text": "You shall have no right to terminate this Agreement.", "probability": 0.016646373584440613 }, { "score": 7.859033584594727, "text": "You shall be in default under this Agreement, and we may, at our option, terminate this Agreement and all rights granted under this Agreement, without affording you any opportunity to cure the default, effective immediately upon receipt of notice by you upon the occurrence of any of the following events:", "probability": 0.0028890750554872204 }, { "score": 7.245949745178223, "text": "If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 0.001564947945028776 }, { "score": 7.22709846496582, "text": "If you are in breach of any obligation under this Agreement, and we deliver to you a notice of termination as provided herein, we have the right to suspend our performance of any of our obligations under this Agreement including, without limitation, the sale or supply of any services or products for which we are an approved supplier to you and/or suspension of your webpage and/or listing on the System Website, until such time as you correct the breach. 10.6 Termination of this Agreement by You You shall have no right to terminate this Agreement.", "probability": 0.0015357230020628073 }, { "score": 6.837216377258301, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and:", "probability": 0.0010398944249784673 }, { "score": 6.83121395111084, "text": "In addition to the foregoing, upon termination of this Agreement by us for cause as described in Section 10, you agree to pay to us within fifteen (15) days after the effective date of this Agreement's termination, in addition to the amounts owed hereunder, liquidated damages equal to the average monthly Unit Franchise Performance Royalty Fee and Franchise Sales Royalty Fee you paid during the twelve (12) months of operation preceding the effective date of termination multiplied by (a) twenty-four (24) (being the number of months in two (2) full years), or (b) the number of months remaining in the Agreement had it not been terminated, whichever is lower.", "probability": 0.0010336712313062581 }, { "score": 6.829414367675781, "text": "If you are in breach of any obligation under this Agreement, and we deliver to you a notice of termination as provided herein, we have the right to suspend our performance of any of our obligations under this Agreement including, without limitation, the sale or supply of any services or products for which we are an approved supplier to you and/or suspension of your webpage and/or listing on the System Website, until such time as you correct the breach.", "probability": 0.0010318127264499436 }, { "score": 6.389066696166992, "text": "You shall be in default under this Agreement, and we may, at our option, terminate this Agreement and all rights granted under this Agreement, without affording you any opportunity to cure the default, effective immediately upon receipt of notice by you upon the occurrence of any of the following events: 10.2.1 If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 0.0006642939793277083 }, { "score": 5.940044403076172, "text": "You shall take such action as may be necessary to cancel any assumed name registration or equivalent registration obtained by you which contains the Proprietary Marks; and you shall furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement.", "probability": 0.00042398687448799824 }, { "score": 5.834765911102295, "text": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee", "probability": 0.0003816194875917267 }, { "score": 5.7655930519104, "text": "(b) provide for thirty (30) days' prior written notice to us of any material modification, cancellation, or expiration of such policy;", "probability": 0.0003561140864932129 }, { "score": 5.702615737915039, "text": "10.2.1 If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 0.00033437858302961133 }, { "score": 5.552034378051758, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and", "probability": 0.0002876350454718194 }, { "score": 5.525774955749512, "text": "Termination with Notice and Without Opportunity to Cure 23 10.3 Termination with Notice and Opportunity to Cure 24 10.4 Cross-Default 24 10.5 Our Right to Discontinue Services to You 25 10.6 Termination of This Agreement by You", "probability": 0.0002801802233769394 }, { "score": 5.454792499542236, "text": "If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 0.00026098177957349823 }, { "score": 5.264161109924316, "text": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee", "probability": 0.0002156850421139883 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.24271011352539, "probability": 0.839286003356025 }, { "score": 10.086926460266113, "text": "You shall not grant a security interest in the Franchised Business or in any of the assets of the Franchised Business without first obtaining our prior written consent.", "probability": 0.0971997248909055 }, { "score": 8.785687446594238, "text": "You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied:", "probability": 0.026457214140540804 }, { "score": 8.708231925964355, "text": "If you are and remain in good standing under this Agreement and all other agreements with us and our affiliates, we will consent to your grant of an additional security interest in the Franchised Business or in any of the assets of the Franchised Business if the conditions set forth in Section 12.4 of this Agreement are met.", "probability": 0.024485310022851554 }, { "score": 6.5186991691589355, "text": "You shall not grant a security interest in the Franchised Business or in any of the assets of the Franchised Business without first obtaining our prior written consent. Our consent or refusal to consent may be based upon whatever factors we, in our sole discretion, deem economically and commercially reasonable in protecting our interests and security interest under this Agreement and the relationship created under this Agreement; however, if you are in good standing under this Agreement and all other agreements between us or our affiliates and you, we shall, upon your written request, execute a written subordination of our security interest to lenders and/or lessors providing financing for the Franchised Business. Under any circumstances however, we shall not consent to any such granting of a security interest unless all of the following conditions are met:", "probability": 0.0027415969799550895 }, { "score": 6.502152442932129, "text": "You shall not grant a security interest in the Franchised Business or in any of the assets of the Franchised Business without first obtaining our prior written consent.", "probability": 0.002696605780357295 }, { "score": 6.113250732421875, "text": "Under any circumstances however, we shall not consent to any such granting of a security interest unless all of the following conditions are met:", "probability": 0.0018277617910111691 }, { "score": 5.740628242492676, "text": "Any sale of the Collateral may be conducted by us in a commercially reasonable manner.", "probability": 0.0012591912670595617 }, { "score": 5.193856239318848, "text": "We grant this franchise in reliance upon each and all of your representations.", "probability": 0.0007288390597788607 }, { "score": 4.941964626312256, "text": "Under any circumstances however, we shall not consent to any such granting of a security interest unless all of the following conditions are met:", "probability": 0.0005665477271893022 }, { "score": 4.850254535675049, "text": "Any sale of the Collateral may be conducted by us in a commercially reasonable manner. Reasonable notification of the time and place of any sale shall be satisfied by mailing to you pursuant to the notice provisions set forth above.", "probability": 0.0005169009321322906 }, { "score": 4.8155927658081055, "text": "bona fide offer to accept an assignment of this Agreement is contemplated pursuant to the United States Bankruptcy Code, then notice of such proposed assignment or assumption setting forth: (a) the name and address of the proposed assignee, and (b) all of the terms and conditions of the proposed assignment and assumption shall be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of this Agreement, and, in any event, within ten (10) days prior to the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and we shall thereupon have the prior right and option, to be exercised by notice given at any time prior to the effective date of such proposed assignment and assumption, to accept an assignment of this Agreement to us upon the same terms and conditions and for the same consideration, if any, as in the bona fide offer made by the proposed assignee, less any brokerage commissions which may be payable by you out of the consideration to be paid by such assignee for the assignment of this Agreement.", "probability": 0.0004992911865038276 }, { "score": 4.192700386047363, "text": "You agree that, upon the occurrence of any default set forth above, the full amount remaining unpaid on the Indebtedness secured shall, at our option and without notice, become due and payable immediately, and we shall then have the rights, options, duties, and remedies of a secured party under, and you shall have the rights and duties of a debtor under, the Uniform Commercial Code of New York (or other applicable law), including, without limitation, our right to take possession of the Collateral and without legal process to enter any premises where the Collateral may be found. Any sale of the Collateral may be conducted by us in a commercially reasonable manner.", "probability": 0.00026781517200360144 }, { "score": 4.135008335113525, "text": "If you are and remain in good standing under this Agreement and all other agreements with us and our affiliates, we will consent to your grant of an additional security interest in the Franchised Business or in any of the assets of the Franchised Business if the conditions set forth in Section 12.4 of this Agreement are met. 4.7.3 If you are in default of any of the terms and conditions of this Agreement or any other agreements between us and our affiliates and you, we may, in our sole and absolute discretion, exercise our rights with respect to our security interest.", "probability": 0.0002528016110183229 }, { "score": 4.126086235046387, "text": "You shall not grant a security interest in the Franchised Business or in any of the assets of the Franchised Business without first obtaining our prior written consent. Our consent or refusal to consent may be based upon whatever factors we, in our sole discretion, deem economically and commercially reasonable in protecting our interests and security interest under this Agreement and the relationship created under this Agreement; however, if you are in good standing under this Agreement and all other agreements between us or our affiliates and you, we shall, upon your written request, execute a written subordination of our security interest to lenders and/or lessors providing financing for the Franchised Business. Under any circumstances however, we shall not consent to any such granting of a security interest unless all of the following conditions are met: 12.3.1 Such security is granted only for the purpose of securing a loan in your favor, which loan shall only be for the benefit of the Franchised Business.", "probability": 0.000250556121882849 }, { "score": 3.9580914974212646, "text": "You shall not grant a security interest in the Franchised Business or in any of the assets of the Franchised Business without first obtaining our prior written consent. Our consent or refusal to consent may be based upon whatever factors we, in our sole discretion, deem economically and commercially reasonable in protecting our interests and security interest under this Agreement and the relationship created under this Agreement; however, if you are in good standing under this Agreement and all other agreements between us or our affiliates and you, we shall, upon your written request, execute a written subordination of our security interest to lenders and/or lessors providing financing for the Franchised Business.", "probability": 0.000211809693056458 }, { "score": 3.936161994934082, "text": "You may elect to operate the Franchised Business from The Original Soupman business you must own and operate, once such business is open and operating.", "probability": 0.00020721537157508005 }, { "score": 3.9025187492370605, "text": "You shall have no right or option to extend or renew the term of this Agreement except as provided in Section 3.2 of this Agreement. 3.2 Options to Renew You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied:", "probability": 0.0002003599400093354 }, { "score": 3.780893325805664, "text": "You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied: 3.2.1 You shall not be in default of any provision of this Agreement, or any other agreement between you and us or our affiliates, or any standards set forth in the Manuals, and you shall have complied with all the terms and conditions of this Agreement, the Manuals and any other agreements during the term of this Agreement.", "probability": 0.00017741471696368428 }, { "score": 3.7206380367279053, "text": "Under any circumstances however, we shall not consent to any such granting of a security interest unless all of the following conditions are met: 12.3.1 Such security is granted only for the purpose of securing a loan in your favor, which loan shall only be for the benefit of the Franchised Business.", "probability": 0.00016704023917999742 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Change Of Control": [ { "score": 12.338994979858398, "text": "Any change in the control of you shall be deemed a transfer for purposes of this Agreement.", "probability": 0.2011748956047497 }, { "text": "", "score": 12.279922485351562, "probability": 0.18963518786332603 }, { "score": 11.764925003051758, "text": "Any change in the control of you shall be deemed a transfer for purposes of this Agreement. Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement.", "probability": 0.11330742278263983 }, { "score": 11.3311767578125, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business. Any change in the control of you shall be deemed a transfer for purposes of this Agreement.", "probability": 0.07343175232469591 }, { "score": 11.239160537719727, "text": "If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 0.06697639306335519 }, { "score": 11.223575592041016, "text": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee without our prior written consent.", "probability": 0.06594066148989305 }, { "score": 10.992508888244629, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business.", "probability": 0.0523362143003812 }, { "score": 10.75710678100586, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business. Any change in the control of you shall be deemed a transfer for purposes of this Agreement. Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement.", "probability": 0.04135885136817227 }, { "score": 10.6903076171875, "text": "10.2.1 If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 0.03868636817462299 }, { "score": 10.47031021118164, "text": "Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement.", "probability": 0.031046618219673618 }, { "score": 10.348454475402832, "text": "If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory. 10.2.2 If you (or an officer or director of or a shareholder in you, if you are a corporation, or a general or limited partner of you, if you are a partnership, or a member, if you are a limited liability company) are convicted of a felony, a crime involving moral turpitude, a crime against a child, or any other crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Proprietary Marks, the goodwill associated therewith, or our interest therein. 10.2.3 If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "probability": 0.02748482825601533 }, { "score": 9.884296417236328, "text": "If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "probability": 0.01727872704840988 }, { "score": 9.799602508544922, "text": "10.2.1 If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory. 10.2.2 If you (or an officer or director of or a shareholder in you, if you are a corporation, or a general or limited partner of you, if you are a partnership, or a member, if you are a limited liability company) are convicted of a felony, a crime involving moral turpitude, a crime against a child, or any other crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Proprietary Marks, the goodwill associated therewith, or our interest therein. 10.2.3 If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "probability": 0.01587558168672664 }, { "score": 9.62681770324707, "text": "If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "probability": 0.013356422836440777 }, { "score": 9.599349975585938, "text": "If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 0.012994544984644333 }, { "score": 9.351492881774902, "text": "You shall not terminate any Unit Franchisee without our prior written consent.", "probability": 0.010141871619808448 }, { "score": 9.336610794067383, "text": "You expressly affirm and agree that we may sell our assets, our rights to the Proprietary Marks or to the System outright to a third party; may go public; may engage in a private placement of some or all of our securities; may merge, acquire other corporations, or be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring; and, with regard to any or all of the above sales, assignments and dispositions, you expressly and specifically waive any claims, demands or damages arising from or related to the loss of said Proprietary Marks (or any variation thereof) and/or the loss of association with or identification of \"Kiosk Concepts, Inc.\" as Franchisor.", "probability": 0.009992056939476487 }, { "score": 9.157753944396973, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business", "probability": 0.008355613777465944 }, { "score": 8.967899322509766, "text": "10.2.1 If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 0.0069107557325796725 }, { "score": 8.347261428833008, "text": "10.2.3 If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "probability": 0.0037152319269226895 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Anti-Assignment": [ { "score": 13.058452606201172, "text": "If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "probability": 0.20464699961972121 }, { "score": 12.686639785766602, "text": "Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement.", "probability": 0.141100686101153 }, { "score": 12.537474632263184, "text": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee without our prior written consent.", "probability": 0.12154791751365332 }, { "score": 12.234046936035156, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business. Any change in the control of you shall be deemed a transfer for purposes of this Agreement. Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement.", "probability": 0.08973679374441883 }, { "text": "", "score": 12.1420259475708, "probability": 0.08184767380293817 }, { "score": 12.035730361938477, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business.", "probability": 0.07359405864437586 }, { "score": 11.95583724975586, "text": "You shall not terminate any Unit Franchisee without our prior written consent.", "probability": 0.067943140437436 }, { "score": 11.55312442779541, "text": "Any change in the control of you shall be deemed a transfer for purposes of this Agreement. Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement.", "probability": 0.04542026465018327 }, { "score": 11.307903289794922, "text": "10.2.3 If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "probability": 0.0355427865399769 }, { "score": 11.30202865600586, "text": "You shall not terminate any Unit Franchisee without our prior written consent.", "probability": 0.035334597800252866 }, { "score": 10.882219314575195, "text": "Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement. 12.3 Granting of a Security Interest by You You shall not grant a security interest in the Franchised Business or in any of the assets of the Franchised Business without first obtaining our prior written consent.", "probability": 0.02322091195793156 }, { "score": 10.733241081237793, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business. Any change in the control of you shall be deemed a transfer for purposes of this Agreement.", "probability": 0.020006856040487336 }, { "score": 10.429627418518066, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business. Any change in the control of you shall be deemed a transfer for purposes of this Agreement. Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement. 12.3 Granting of a Security Interest by You You shall not grant a security interest in the Franchised Business or in any of the assets of the Franchised Business without first obtaining our prior written consent.", "probability": 0.014767980452422773 }, { "score": 10.112107276916504, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business", "probability": 0.01075038117961511 }, { "score": 10.05231761932373, "text": "Any change in the control of you shall be deemed a transfer for purposes of this Agreement.", "probability": 0.010126457516922475 }, { "score": 9.748703956604004, "text": "Any change in the control of you shall be deemed a transfer for purposes of this Agreement. Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement. 12.3 Granting of a Security Interest by You You shall not grant a security interest in the Franchised Business or in any of the assets of the Franchised Business without first obtaining our prior written consent.", "probability": 0.007474803955182455 }, { "score": 9.648283004760742, "text": "You shall not grant a security interest in the Franchised Business or in any of the assets of the Franchised Business without first obtaining our prior written consent.", "probability": 0.006760635809948526 }, { "score": 9.171257019042969, "text": "We shall have the right to assign this Agreement and all of our attendant rights and privileges to any person, firm, corporation or other entity provided that, with respect to any assignment resulting in the subsequent performance by the assignee of our functions: (i) the assignee shall, at the time of such assignment, be financially responsible and economically capable of performing our obligations; and (ii) the assignee shall expressly assume and agree to perform such obligations.", "probability": 0.004195829075671408 }, { "score": 8.966169357299805, "text": "If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory. 10.2.2 If you (or an officer or director of or a shareholder in you, if you are a corporation, or a general or limited partner of you, if you are a partnership, or a member, if you are a limited liability company) are convicted of a felony, a crime involving moral turpitude, a crime against a child, or any other crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Proprietary Marks, the goodwill associated therewith, or our interest therein. 10.2.3 If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "probability": 0.003417821271313586 }, { "score": 8.678502082824707, "text": "Furthermore, you hereby appoint us as your attorney-in-fact with full power and authority for the sole purpose of assigning these rights to us.", "probability": 0.002563403886395464 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Revenue/Profit Sharing": [ { "score": 14.280206680297852, "text": "You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements.", "probability": 0.3076204696666196 }, { "score": 13.39030647277832, "text": "You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements.", "probability": 0.12633872255842546 }, { "score": 13.048608779907227, "text": "Once you have units open and operating in the trade area where a National Account is located, we will remit to you 25% of the profits derived from the sales in that specific trade area.", "probability": 0.08977161925341925 }, { "score": 13.018854141235352, "text": "You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements. The Unit Franchise Performance Royalty Fee shall be paid by you to us in the manner provided in Section 4.3 of this Agreement by the fifteenth(15 th ) day of each calendar month based on royalty fees generated and received during the previous calendar month. 4.2.2 You shall pay to us a franchise sales royalty fee (the \"Franchise Sales Royalty Fee\") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a \"Unit Franchise Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid.", "probability": 0.08713984506922691 }, { "score": 12.83725357055664, "text": "You shall pay to us a franchise sales royalty fee (the \"Franchise Sales Royalty Fee\") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a \"Unit Franchise Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid.", "probability": 0.07266891195134179 }, { "score": 12.675142288208008, "text": "Once you have units open and operating in the trade area where a National Account is located, we will remit to you 25% of the profits derived from the sales in that specific trade area.", "probability": 0.06179376007514145 }, { "score": 12.565752029418945, "text": "You shall pay the following continuing fees to us each month during the term of this Agreement: 4.2.1 You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements.", "probability": 0.055390723335747495 }, { "text": "", "score": 12.065868377685547, "probability": 0.03360008105056682 }, { "score": 11.781866073608398, "text": "Soups shall be cost plus 25% FOB the supplier.", "probability": 0.02529296199728854 }, { "score": 11.588116645812988, "text": "You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements", "probability": 0.020837968833104924 }, { "score": 11.548285484313965, "text": "Soups shall be cost plus 25% FOB the supplier. (c) You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us. (d) In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter. (e) We maintain the right to open and operate new company units and to sell franchises to our existing franchisees.\n\n7\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n (f) We shall be permitted to sell branded products to national accounts without any money due to you or your parent company. Once you have units open and operating in the trade area where a National Account is located, we will remit to you 25% of the profits derived from the sales in that specific trade area.", "probability": 0.020024280972420573 }, { "score": 11.414999008178711, "text": "You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements. The Unit Franchise Performance Royalty Fee shall be paid by you to us in the manner provided in Section 4.3 of this Agreement by the fifteenth(15 th ) day of each calendar month based on royalty fees generated and received during the previous calendar month.", "probability": 0.01752553761843028 }, { "score": 11.384590148925781, "text": "You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements. The Unit Franchise Performance Royalty Fee shall be paid by you to us in the manner provided in Section 4.3 of this Agreement by the fifteenth(15 th ) day of each calendar month based on royalty fees generated and received during the previous calendar month. 4.2.2 You shall pay to us a franchise sales royalty fee (the \"Franchise Sales Royalty Fee\") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a \"Unit Franchise Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid", "probability": 0.01700062741985963 }, { "score": 11.202988624572754, "text": "You shall pay to us a franchise sales royalty fee (the \"Franchise Sales Royalty Fee\") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a \"Unit Franchise Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid", "probability": 0.014177394025946404 }, { "score": 11.181427001953125, "text": "The Unit Franchise Performance Royalty Fee shall be paid by you to us in the manner provided in Section 4.3 of this Agreement by the fifteenth(15 th ) day of each calendar month based on royalty fees generated and received during the previous calendar month. 4.2.2 You shall pay to us a franchise sales royalty fee (the \"Franchise Sales Royalty Fee\") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a \"Unit Franchise Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid.", "probability": 0.013874978408027346 }, { "score": 10.922624588012695, "text": "You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements", "probability": 0.010711143943205903 }, { "score": 10.682381629943848, "text": "You shall pay the following continuing fees to us each month during the term of this Agreement: 4.2.1 You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements.", "probability": 0.008423637410304153 }, { "score": 10.541255950927734, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter. (e) We maintain the right to open and operate new company units and to sell franchises to our existing franchisees.\n\n7\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n (f) We shall be permitted to sell branded products to national accounts without any money due to you or your parent company. Once you have units open and operating in the trade area where a National Account is located, we will remit to you 25% of the profits derived from the sales in that specific trade area.", "probability": 0.007314919666786324 }, { "score": 10.310929298400879, "text": "You shall pay the following continuing fees to us each month during the term of this Agreement: 4.2.1 You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements. The Unit Franchise Performance Royalty Fee shall be paid by you to us in the manner provided in Section 4.3 of this Agreement by the fifteenth(15 th ) day of each calendar month based on royalty fees generated and received during the previous calendar month. 4.2.2 You shall pay to us a franchise sales royalty fee (the \"Franchise Sales Royalty Fee\") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a \"Unit Franchise Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid.", "probability": 0.00581005129693149 }, { "score": 10.09514331817627, "text": "Once you have units open and operating in the trade area where a National Account is located, we will remit to you 25% of the profits derived from the sales in that specific trade area. (g) We will continue to collect the royalties from franchisees and service existing franchisee in the Master Territory.", "probability": 0.004682365447205834 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Price Restrictions": [ { "score": 13.195697784423828, "text": "Soups shall be cost plus 25% FOB the supplier.", "probability": 0.18800685523312718 }, { "score": 13.173863410949707, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.1839463341238802 }, { "score": 13.030285835266113, "text": "You shall expend not less than $5,000 each month on such Solicitation Advertising.", "probability": 0.1593441736570341 }, { "score": 12.758771896362305, "text": "You shall expend not less than $5,000 each month on such Solicitation Advertising.", "probability": 0.1214560584003357 }, { "text": "", "score": 12.009368896484375, "probability": 0.05740604080146047 }, { "score": 11.903234481811523, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment.", "probability": 0.0516254683584581 }, { "score": 11.814388275146484, "text": "Soups shall be cost plus 25% FOB the supplier. (c) You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us. (d) In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 0.047236595326370215 }, { "score": 11.439363479614258, "text": "As it relates to the operation of your Franchised Business: automobile liability insurance coverage, including owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000) per occurrence;", "probability": 0.03246440055233194 }, { "score": 11.194257736206055, "text": "Soups shall be cost plus 25% FOB the supplier. (c) You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us. (d) In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.025407346842110268 }, { "score": 11.12833023071289, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 0.023786325874122848 }, { "score": 10.936836242675781, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment.", "probability": 0.019640954163773972 }, { "score": 10.876747131347656, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 0.018495505804672602 }, { "score": 10.661972999572754, "text": "$170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.014920761633882569 }, { "score": 10.440374374389648, "text": "You shall expend not less than $5,000 each month on such Solicitation Advertising", "probability": 0.011955064739210266 }, { "score": 10.22387981414795, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.009627854964654365 }, { "score": 10.138347625732422, "text": "Soups shall be cost plus 25% FOB the supplier. (c) You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us. (d) In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015", "probability": 0.008838598006126368 }, { "score": 10.085384368896484, "text": "$5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.00838265768708434 }, { "score": 9.799971580505371, "text": "Soups shall be cost plus 25% FOB the supplier", "probability": 0.006301276439079593 }, { "score": 9.75863265991211, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.006046099187270481 }, { "score": 9.590737342834473, "text": "Fees and Royalties cannot be increased or decreased without our prior written consent.", "probability": 0.005111628205014487 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Minimum Commitment": [ { "score": 14.250205039978027, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment.", "probability": 0.21352449770201817 }, { "score": 13.764965057373047, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.13143488880355533 }, { "score": 13.610459327697754, "text": "You shall expend not less than $5,000 each month on such Solicitation Advertising.", "probability": 0.11261848384255355 }, { "score": 13.102652549743652, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.06777538522077814 }, { "score": 13.045522689819336, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.06401191380653726 }, { "score": 12.638871192932129, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.04262401054762227 }, { "score": 12.528587341308594, "text": "As it relates to the operation of your Franchised Business: automobile liability insurance coverage, including owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000) per occurrence;", "probability": 0.03817320656715323 }, { "score": 12.504373550415039, "text": "If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.037259989369154006 }, { "score": 12.452030181884766, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.03535983994538874 }, { "score": 12.405348777770996, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.033747127656210164 }, { "score": 12.34821891784668, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.031873197322459024 }, { "score": 12.266162872314453, "text": "If you fail to comply with the Minimum Development Quota.", "probability": 0.02936223725884676 }, { "score": 12.219093322753906, "text": "$170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.02801219223031353 }, { "text": "", "score": 12.188953399658203, "probability": 0.02718050338854431 }, { "score": 12.096518516540527, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 0.02478069805704607 }, { "score": 12.091437339782715, "text": "If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.024655102307361204 }, { "score": 11.786563873291016, "text": "If you fail to comply with the Minimum Development Quota.", "probability": 0.018176151955546657 }, { "score": 11.747846603393555, "text": "5.1.1 In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment.", "probability": 0.01748587011583784 }, { "score": 11.55223274230957, "text": "10.2.20 If you fail to comply with the Minimum Development Quota.", "probability": 0.01437915044692803 }, { "score": 10.910058975219727, "text": "You shall commence operation of the Franchised Business no later than the \"Commencement Date\" set forth on Attachment A hereto. 5.1.1 In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment.", "probability": 0.0075655534561458754 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Volume Restriction": [ { "score": 13.101812362670898, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment.", "probability": 0.22007477954474428 }, { "score": 12.522493362426758, "text": "You shall expend not less than $5,000 each month on such Solicitation Advertising.", "probability": 0.12330345062395871 }, { "score": 12.275347709655762, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.09630331506894105 }, { "score": 12.24103832244873, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.09305524559112913 }, { "score": 12.07305908203125, "text": "You shall expend not less than $5,000 each month on such Solicitation Advertising.", "probability": 0.07866624175937009 }, { "text": "", "score": 12.06568717956543, "probability": 0.07808845421114351 }, { "score": 11.496445655822754, "text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.044194515106503206 }, { "score": 11.383763313293457, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "probability": 0.03948490102274431 }, { "score": 11.329842567443848, "text": "We will provide you or one of your principals and up to five (5) additional persons with a comprehensive initial training program and additional training programs from time to time. Any additional training shall be at your expense. The group of trainees must include management level employees and the principal owner of at least 25% interest in the location, if it's a franchisee or the franchisee is a corporate entity.", "probability": 0.03741222790783659 }, { "score": 11.165802955627441, "text": "We will provide you or one of your principals and up to five (5) additional persons with a comprehensive initial training program and additional training programs from time to time.", "probability": 0.031752072175375436 }, { "score": 11.040059089660645, "text": "The group of trainees must include management level employees and the principal owner of at least 25% interest in the location, if it's a franchisee or the franchisee is a corporate entity.", "probability": 0.028000269149422188 }, { "score": 10.771296501159668, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 0.021401297137813847 }, { "score": 10.639169692993164, "text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.018752455914410143 }, { "score": 10.597492218017578, "text": "If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.017986963598296404 }, { "score": 10.439358711242676, "text": "Soups shall be cost plus 25% FOB the supplier.", "probability": 0.015356114664476282 }, { "score": 10.342083930969238, "text": "The group of trainees must include management level employees and the principal owner of at least 25% interest in the location, if it's a franchisee or the franchisee is a corporate entity.", "probability": 0.013932705136052617 }, { "score": 10.312787055969238, "text": "As it relates to the operation of your Franchised Business: automobile liability insurance coverage, including owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000) per occurrence;", "probability": 0.013530441717524884 }, { "score": 10.227774620056152, "text": "Prior to the Commencement Date, you (or, if you are a corporation, partnership, or limited liability company, a principal of yours acceptable to us and who owns at least a twenty-five percent (25%) equity interest in you) and those of your managers who are approved by us, shall attend and complete to our satisfaction the initial training program (or segments thereof at our discretion) for master franchisees offered by us.", "probability": 0.012427722379888198 }, { "score": 9.823768615722656, "text": "If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "probability": 0.0082972459681132 }, { "score": 9.784730911254883, "text": "Soups shall be cost plus 25% FOB the supplier. (c) You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant.", "probability": 0.007979581322255827 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Ip Ownership Assignment": [ { "score": 13.2657470703125, "text": "We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any System Website we establish and maintain, including any and all material you may furnish to us as provided above.", "probability": 0.27071237897688777 }, { "score": 13.001382827758789, "text": "We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any System Website we establish and maintain, including any and all material you may furnish to us as provided above.", "probability": 0.20782423169492406 }, { "score": 12.512012481689453, "text": "You further acknowledge that the Intranet facility and all communications that are posted to it will become our property, free of any claims of privacy or privilege that you or any other person may assert.", "probability": 0.12739880159436962 }, { "text": "", "score": 12.277584075927734, "probability": 0.10077536497659874 }, { "score": 11.921186447143555, "text": "You acknowledge and agree that any such concept, process or improvement shall become our property and we may utilize or disclose such information to other master franchisees and unit franchisees as we determine to be appropriate.", "probability": 0.07056232077150866 }, { "score": 11.414609909057617, "text": "You further acknowledge that the Intranet facility and all communications that are posted to it will become our property, free of any claims of privacy or privilege that you or any other person may assert.", "probability": 0.04251767040792839 }, { "score": 11.226604461669922, "text": "We shall own all intellectual property and other rights in the System Website and all information it contains, including the domain name or uniform resource locator (\"URL\") for the System Website, the log of \"hits\" by visitors, and any personal or business data that visitors (including you and your personnel) supply.", "probability": 0.035230575102157165 }, { "score": 11.226411819458008, "text": "Furthermore, you hereby appoint us as your attorney-in-fact with full power and authority for the sole purpose of assigning these rights to us.", "probability": 0.03522378885992182 }, { "score": 11.091362953186035, "text": "You shall, at our option and request, and without any additional consideration, assign to us all rights to all e-mail addresses, URLs, domain names, Internet listings, and Internet accounts related to the Franchised Business following demand by us upon your misuse of the same and/or the termination or expiration of this Agreement. Furthermore, you hereby appoint us as your attorney-in-fact with full power and authority for the sole purpose of assigning these rights to us.", "probability": 0.030774080945500732 }, { "score": 10.890435218811035, "text": "You shall, at our option and request, and without any additional consideration, assign to us all rights to all e-mail addresses, URLs, domain names, Internet listings, and Internet accounts related to the Franchised Business following demand by us upon your misuse of the same and/or the termination or expiration of this Agreement.", "probability": 0.025172322402853553 }, { "score": 10.731294631958008, "text": "Furthermore, you hereby appoint us as your attorney-in-fact with full power and authority for the sole purpose of assigning these rights to us.", "probability": 0.02146888090185463 }, { "score": 9.583420753479004, "text": "We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any System Website we establish and maintain, including any and all material you may furnish to us as provided above", "probability": 0.006812305494023531 }, { "score": 9.500371932983398, "text": "The Manuals shall at all times remain our sole property and shall be kept in a secure place at your office.", "probability": 0.006269407093605551 }, { "score": 9.4266996383667, "text": "You acknowledge and agree that any such concept, process or improvement shall become our property and we may utilize or disclose such information to other master franchisees and unit franchisees as we determine to be appropriate", "probability": 0.005824129190793269 }, { "score": 9.277838706970215, "text": "You shall, at our option and request, and without any additional consideration, assign to us all rights to all e-mail addresses, URLs, domain names, Internet listings, and Internet accounts related to the Franchised Business", "probability": 0.005018587711425907 }, { "score": 9.139582633972168, "text": "We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any System Website we establish and maintain, including any and all material you may furnish to us as provided above", "probability": 0.004370565862622422 }, { "score": 7.972339153289795, "text": "You shall, at our option and request, and without any additional consideration, assign to us all rights to all e-mail addresses, URLs, domain names, Internet listings, and Internet accounts related to the Franchised Business following demand by us upon your misuse of the same and/or the termination or expiration of this Agreement", "probability": 0.0013602234776588116 }, { "score": 7.765765190124512, "text": "Any and all goodwill arising from your use of the Proprietary Marks shall inure solely and exclusively to the benefit of us or our affiliate, and upon expiration or termination of this Agreement and the license herein granted no monetary amount shall be assigned as attributable to any goodwill associated with your use.", "probability": 0.0011063596652889343 }, { "score": 7.5937604904174805, "text": "We shall own all intellectual property and other rights in the System Website and all information it contains, including the domain name or uniform resource locator (\"URL\") for the System Website, the log of \"hits\" by visitors, and any personal or business data that visitors (including you and your personnel) supply", "probability": 0.0009315274182907104 }, { "score": 7.22847318649292, "text": "Developments are Our Property You acknowledge and agree that, in consideration for the right to use the System and our expertise in the field, if you, any of your employees or any Unit Franchisees in the Master Territory develop any new concept, process or improvement in the operation or promotion of the Franchised Business, you will promptly notify us and provide us with all necessary information concerning same, without any compensation to you, your employee or Unit Franchisee. You acknowledge and agree that any such concept, process or improvement shall become our property and we may utilize or disclose such information to other master franchisees and unit franchisees as we determine to be appropriate.", "probability": 0.0006464774517855575 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Joint Ip Ownership": [ { "text": "", "score": 12.131372451782227, "probability": 0.32070223858952657 }, { "score": 11.361499786376953, "text": "In addition, each present and future member of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B.", "probability": 0.14850823653581655 }, { "score": 11.122373580932617, "text": "In addition, each present and future general partner of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B. 16.7.3 If you are a limited liability company, you shall: (a) furnish us with a copy of your articles of organization and operating agreement, as well as such other documents as we may reasonably request, and any amendments thereto; (b) prepare and furnish to us a Schedule of Principals with a current list of all members and managers in you; and (c) maintain stop transfer instructions on your records against the transfer of equity securities and shall only issue securities upon the face of which bear a legend, in a form satisfactory to us. In addition, each present and future member of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B.", "probability": 0.11692283837325358 }, { "score": 10.987497329711914, "text": "In addition, each present and future general partner of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B.", "probability": 0.10216998695533537 }, { "score": 10.678746223449707, "text": "The obligations of you and each such spouse, partner, person executing this Agreement, shareholder, member, trustee, trustor and beneficiary shall be joint and several.", "probability": 0.07502991184786033 }, { "score": 10.532979011535645, "text": "In addition, each present and future shareholder of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B.", "probability": 0.06485277148807664 }, { "score": 10.265974044799805, "text": "In addition, each present and future shareholder of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B. 16.7.2 If you are a partnership you shall: (a) furnish us with your partnership agreement as well as such other documents as we may reasonably request, and any amendments thereto; and (b) prepare and furnish to us a Schedule of Principals with a current list of all general and limited partners in you. In addition, each present and future general partner of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B.", "probability": 0.04965577411059228 }, { "score": 10.073863983154297, "text": "In addition, each present and future general partner of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B.", "probability": 0.04097674121798094 }, { "score": 9.91532039642334, "text": "We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any System Website we establish and maintain, including any and all material you may furnish to us as provided above.", "probability": 0.03496896772053798 }, { "score": 9.6779203414917, "text": "In addition, each present and future member of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B.", "probability": 0.02757917549007369 }, { "score": 8.15148639678955, "text": "The obligations of you and each such spouse, partner, person executing this Agreement, shareholder, member, trustee, trustor and beneficiary shall be joint and several", "probability": 0.005993209222451333 }, { "score": 7.5827789306640625, "text": "We shall own all intellectual property and other rights in the System Website and all information it contains, including the domain name or uniform resource locator (\"URL\") for the System Website, the log of \"hits\" by visitors, and any personal or business data that visitors (including you and your personnel) supply.", "probability": 0.0033936959080582926 }, { "score": 7.125463008880615, "text": "In addition, each present and future general partner of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B", "probability": 0.0021481427768261173 }, { "score": 6.92950439453125, "text": "In addition, each present and future general partner of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B. 16.7.3 If you are a limited liability company, you shall:", "probability": 0.0017658727246660426 }, { "score": 6.5284833908081055, "text": "If you are a partnership you shall: (a) furnish us with your partnership agreement as well as such other documents as we may reasonably request, and any amendments thereto; and (b) prepare and furnish to us a Schedule of Principals with a current list of all general and limited partners in you. In addition, each present and future general partner of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B.", "probability": 0.0011824919408636588 }, { "score": 6.524048805236816, "text": "We shall own all intellectual property and other rights in the System Website and all information it contains, including the domain name or uniform resource locator (\"URL\") for the System Website, the log of \"hits\" by visitors, and any personal or business data that visitors (including you and your personnel) supply.", "probability": 0.0011772596891730547 }, { "score": 6.318223476409912, "text": "In addition, each present and future shareholder of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B. 16.7.2 If you are a partnership you shall:", "probability": 0.0009582602402464591 }, { "score": 6.281045913696289, "text": "We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any System Website we establish and maintain, including any and all material you may furnish to us as provided above", "probability": 0.0009232885687998087 }, { "score": 5.930225372314453, "text": "In addition, each present and future shareholder of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B. 16.7.2 If you are a partnership you shall: (a) furnish us with your partnership agreement as well as such other documents as we may reasonably request, and any amendments thereto; and (b) prepare and furnish to us a Schedule of Principals with a current list of all general and limited partners in you.", "probability": 0.0006500968075627448 }, { "score": 5.542239189147949, "text": "If you are a limited liability company, you shall: (a) furnish us with a copy of your articles of organization and operating agreement, as well as such other documents as we may reasonably request, and any amendments thereto; (b) prepare and furnish to us a Schedule of Principals with a current list of all members and managers in you; and (c) maintain stop transfer instructions on your records against the transfer of equity securities and shall only issue securities upon the face of which bear a legend, in a form satisfactory to us. In addition, each present and future member of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B.", "probability": 0.00044103979229843227 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__License Grant": [ { "score": 12.757698059082031, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.48026163979433534 }, { "score": 11.808667182922363, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.18591696738690947 }, { "text": "", "score": 11.798453330993652, "probability": 0.18402770376483582 }, { "score": 10.592277526855469, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.05508682110078792 }, { "score": 9.6129789352417, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business.", "probability": 0.02068920185116784 }, { "score": 9.218104362487793, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.013939650617466284 }, { "score": 9.082958221435547, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.012177514782982912 }, { "score": 8.62775707244873, "text": "You desire us to grant you a license to use the methods, procedures and products developed by us and our parent (the \"System\") to operate an independent business (the \"Franchised Business\") that sells and services The Original Soupman franchises (\"Unit Franchises\") to qualified individuals and business entities (\"Unit Franchisees\") who will sell proprietary gourmet soups, chilis, stews, desserts, wraps and non- proprietary products like salads, sandwiches, specialty coffees, soft drinks and other beverages in the territory described in Section 1 of this Agreement, and you agree that your operation of the Franchised Business shall be governed by the terms, covenants and conditions contained in this Agreement.", "probability": 0.007724445588039718 }, { "score": 8.624549865722656, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.007699711379256647 }, { "score": 8.293468475341797, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement.", "probability": 0.005529522444449533 }, { "score": 8.103659629821777, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business.", "probability": 0.004573563265336255 }, { "score": 8.06955623626709, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.\n\n\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 1.2 Non-Exclusive Grant You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 0.004420218881160886 }, { "score": 7.694978713989258, "text": "You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.00303925279233209 }, { "score": 7.693027973175049, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory", "probability": 0.003033329776877666 }, { "score": 7.619325160980225, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement.", "probability": 0.002817804794671771 }, { "score": 7.577594757080078, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.\n\n\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 1.2 Non-Exclusive Grant You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement. 1.3 Our Reserved Rights We and our affiliates retain the right, among others, in any manner and on any terms and conditions that we deem advisable, and without granting you any rights therein: 1.3.1 To own, acquire, establish, and/or operate, and license others to establish and operate, other Franchised Businesses at any location outside of the Master Territory.", "probability": 0.002702636387184562 }, { "score": 7.1829986572265625, "text": "You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 0.0018214477218443448 }, { "score": 7.046435356140137, "text": "1.3.3 To license others to sell or distribute any products or services which bear any proprietary marks, including the Proprietary Marks, at any location outside of the Master Territory.", "probability": 0.0015889419196261827 }, { "score": 7.021299362182617, "text": "We grant this franchise in reliance upon each and all of your representations. NOW, THEREFORE, IT IS AGREED: 1. GRANT OF FRANCHISE 1.1 Rights Granted to You We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.0015495000668733184 }, { "score": 6.919929027557373, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business", "probability": 0.0014001256838613344 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Transferable License": [ { "score": 12.77316665649414, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.\n\n\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 1.2 Non-Exclusive Grant You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 0.30222997162943066 }, { "score": 12.460113525390625, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.2209938983680974 }, { "text": "", "score": 12.016643524169922, "probability": 0.1418350965278541 }, { "score": 11.803890228271484, "text": "You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 0.1146531856540598 }, { "score": 11.705099105834961, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.10386798028276574 }, { "score": 10.223857879638672, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.0236149372513078 }, { "score": 10.03865909576416, "text": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business.", "probability": 0.019622574473360358 }, { "score": 9.974642753601074, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.018405772167087817 }, { "score": 9.176648139953613, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises", "probability": 0.008286848221989732 }, { "score": 9.07751750946045, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.\n\n\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 1.2 Non-Exclusive Grant You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 0.007504771933471629 }, { "score": 9.012654304504395, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.007033439672808349 }, { "score": 8.914850234985352, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises.", "probability": 0.006378109912697968 }, { "score": 8.764464378356934, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.005487572251685565 }, { "score": 8.408452987670898, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises", "probability": 0.0038438503295268153 }, { "score": 8.363768577575684, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.\n\n\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 1.2 Non-Exclusive Grant You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement", "probability": 0.0036758711203542507 }, { "score": 8.287666320800781, "text": "you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 0.0034065085711771506 }, { "score": 8.152134895324707, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.002974739469473364 }, { "score": 8.102946281433105, "text": "If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "probability": 0.0028319565918713606 }, { "score": 7.69540548324585, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises", "probability": 0.0018840562827851035 }, { "score": 7.446464538574219, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises", "probability": 0.0014688592881951846 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Affiliate License-Licensor": [ { "text": "", "score": 12.145736694335938, "probability": 0.39111279455485176 }, { "score": 12.081439018249512, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.3667565657627637 }, { "score": 10.015642166137695, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.046474392747696824 }, { "score": 9.90830135345459, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.041744205641072674 }, { "score": 9.471940994262695, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.026982818063911274 }, { "score": 9.28925895690918, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.022477577529586845 }, { "score": 9.28049373626709, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business.", "probability": 0.022281417551681903 }, { "score": 8.844133377075195, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business.", "probability": 0.014402368586732153 }, { "score": 8.440559387207031, "text": "1.3.3 To license others to sell or distribute any products or services which bear any proprietary marks, including the Proprietary Marks, at any location outside of the Master Territory.", "probability": 0.009619753959137563 }, { "score": 8.392712593078613, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.009170317360673003 }, { "score": 8.384174346923828, "text": "We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any System Website we establish and maintain, including any and all material you may furnish to us as provided above.", "probability": 0.009092352250031323 }, { "score": 8.113679885864258, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.\n\n\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 1.2 Non-Exclusive Grant You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement. 1.3 Our Reserved Rights We and our affiliates retain the right, among others, in any manner and on any terms and conditions that we deem advisable, and without granting you any rights therein: 1.3.1 To own, acquire, establish, and/or operate, and license others to establish and operate, other Franchised Businesses at any location outside of the Master Territory.", "probability": 0.00693748409900454 }, { "score": 8.029154777526855, "text": "To license others to sell or distribute any products or services which bear any proprietary marks, including the Proprietary Marks, at any location outside of the Master Territory.", "probability": 0.006375191174152076 }, { "score": 7.783710956573486, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory", "probability": 0.004987676937333313 }, { "score": 7.625779151916504, "text": "We and our affiliates retain the right, among others, in any manner and on any terms and conditions that we deem advisable, and without granting you any rights therein: 1.3.1 To own, acquire, establish, and/or operate, and license others to establish and operate, other Franchised Businesses at any location outside of the Master Territory.", "probability": 0.0042590173007137355 }, { "score": 7.623577117919922, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.\n\n\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 1.2 Non-Exclusive Grant You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 0.004249649118139281 }, { "score": 7.4257707595825195, "text": "You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.003486959178136702 }, { "score": 7.378375053405762, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement.", "probability": 0.003325547607645772 }, { "score": 7.366652488708496, "text": "1.3.1 To own, acquire, establish, and/or operate, and license others to establish and operate, other Franchised Businesses at any location outside of the Master Territory. 1.3.2 To own, acquire, establish and/or operate, and license others to establish and operate, businesses under other proprietary marks or other systems, whether such businesses are the same, similar, or different from the Franchised Business, at any location within or outside of the Master Territory. 1.3.3 To license others to sell or distribute any products or services which bear any proprietary marks, including the Proprietary Marks, at any location outside of the Master Territory.", "probability": 0.0032867912663394195 }, { "score": 7.267696857452393, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement.", "probability": 0.002977119310396333 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Affiliate License-Licensee": [ { "text": "", "score": 12.196159362792969, "probability": 0.6993163282198679 }, { "score": 10.050823211669922, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.08184007456024904 }, { "score": 9.849678993225098, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.0669283613818757 }, { "score": 9.72153377532959, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises.", "probability": 0.0588785940760821 }, { "score": 8.377745628356934, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.015358813050552145 }, { "score": 8.261795997619629, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.013677331380522002 }, { "score": 8.119213104248047, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises.", "probability": 0.011859828407209116 }, { "score": 8.076629638671875, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises", "probability": 0.011365397809117498 }, { "score": 8.002458572387695, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "probability": 0.010552917831715102 }, { "score": 7.875485420227051, "text": "You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises", "probability": 0.009294559614036106 }, { "score": 7.171565055847168, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.004597482526649879 }, { "score": 6.933353424072266, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.003622981280664376 }, { "score": 6.804509162902832, "text": "To license others to sell or distribute any products or services which bear any proprietary marks, including the Proprietary Marks, at any location outside of the Master Territory.", "probability": 0.0031850022132595807 }, { "score": 6.373931884765625, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises", "probability": 0.002070677204666742 }, { "score": 6.362320899963379, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.0020467736436010076 }, { "score": 5.9576568603515625, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business.", "probability": 0.0013656092709198374 }, { "score": 5.78138542175293, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee,", "probability": 0.0011449136768593897 }, { "score": 5.629759311676025, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.0009838352081943762 }, { "score": 5.617007255554199, "text": "1.3.3 To license others to sell or distribute any products or services which bear any proprietary marks, including the Proprietary Marks, at any location outside of the Master Territory.", "probability": 0.0009713689406097709 }, { "score": 5.58327579498291, "text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises", "probability": 0.0009391497033485185 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.773115158081055, "probability": 0.9671462579895133 }, { "score": 7.366631507873535, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.01179724562981258 }, { "score": 6.669467926025391, "text": "You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us.", "probability": 0.005874979091757966 }, { "score": 6.621230125427246, "text": "You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant.", "probability": 0.005598309631047266 }, { "score": 6.024997711181641, "text": "We prefer you serve daily six (6) soups in any format, approved in writing by us.", "probability": 0.0030840148976968946 }, { "score": 6.023313045501709, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.0030788237375547643 }, { "score": 4.937814712524414, "text": "You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant", "probability": 0.0010398217327809295 }, { "score": 3.9184374809265137, "text": "You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.00037518803803628683 }, { "score": 3.8602547645568848, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.\n\n\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 1.2 Non-Exclusive Grant You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.", "probability": 0.00035398148825016476 }, { "score": 3.5650429725646973, "text": "As it relates to the operation of your Franchised Business: automobile liability insurance coverage, including owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000) per occurrence;", "probability": 0.00026349458742678475 }, { "score": 3.558258533477783, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 0.00026171297490323506 }, { "score": 3.4327995777130127, "text": "You shall also purchase all computer-related services (including, without limitation, e-mail services) from suppliers (which may include us or our affiliate) that we may require and designate from time to time.", "probability": 0.00023085491320765767 }, { "score": 3.3968358039855957, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement.", "probability": 0.0002227000186741089 }, { "score": 2.7860777378082275, "text": "Without limiting the generality of the foregoing, you agree that: (a) You shall only use and serve soups that are approved by us and must be purchased from suppliers designated or approved in writing by us and you acknowledge that all soups approved shall not be those of Al Yeganeh. We will use our best efforts to have all soups produced to Al Yeganeh's standards. Any deviation from the above shall result in default of the Agreement and grounds for immediate termination without opportunity to cure. (b) Soups shall be cost plus 25% FOB the supplier. (c) You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us.", "probability": 0.00012091255422086385 }, { "score": 2.737840175628662, "text": "Without limiting the generality of the foregoing, you agree that: (a) You shall only use and serve soups that are approved by us and must be purchased from suppliers designated or approved in writing by us and you acknowledge that all soups approved shall not be those of Al Yeganeh. We will use our best efforts to have all soups produced to Al Yeganeh's standards. Any deviation from the above shall result in default of the Agreement and grounds for immediate termination without opportunity to cure. (b) Soups shall be cost plus 25% FOB the supplier. (c) You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant.", "probability": 0.00011521846590837871 }, { "score": 2.7104244232177734, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 0.00011210257241854775 }, { "score": 2.6428732872009277, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following: $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "probability": 0.00010478002382192247 }, { "score": 2.3885133266448975, "text": "You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us", "probability": 8.124775424577275e-05 }, { "score": 2.2514941692352295, "text": "We grant this franchise in reliance upon each and all of your representations. NOW, THEREFORE, IT IS AGREED: 1. GRANT OF FRANCHISE 1.1 Rights Granted to You We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 7.084426543679669e-05 }, { "score": 2.203280448913574, "text": "You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.", "probability": 6.750963328604973e-05 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.099457740783691, "probability": 0.9976173868057527 }, { "score": 5.9003190994262695, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 0.002026339942012502 }, { "score": 2.813271999359131, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and:", "probability": 9.247509457307345e-05 }, { "score": 2.3126988410949707, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business.", "probability": 5.6056841467057864e-05 }, { "score": 2.1328155994415283, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business.", "probability": 4.682807707290936e-05 }, { "score": 1.7043848037719727, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement.", "probability": 3.0509928792497087e-05 }, { "score": 1.7034679651260376, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 3.0481968929995213e-05 }, { "score": 0.9156876802444458, "text": "We grant this franchise in reliance upon each and all of your representations. NOW, THEREFORE, IT IS AGREED: 1. GRANT OF FRANCHISE 1.1 Rights Granted to You We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "probability": 1.3864824778337082e-05 }, { "score": 0.9032319784164429, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and", "probability": 1.3693199729104914e-05 }, { "score": 0.8822708129882812, "text": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "probability": 1.3409161589314744e-05 }, { "score": 0.8062840700149536, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "probability": 1.2427993034493514e-05 }, { "score": 0.6197421550750732, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory", "probability": 1.0313044147861264e-05 }, { "score": 0.5545215606689453, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "probability": 9.6618865261151e-06 }, { "score": 0.06164073944091797, "text": "The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.\n\n\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 1.2 Non-Exclusive Grant You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "probability": 5.90209929588875e-06 }, { "score": -0.22606539726257324, "text": "We and our affiliates retain the right, among others, in any manner and on any terms and conditions that we deem advisable, and without granting you any rights therein: 1.3.1 To own, acquire, establish, and/or operate, and license others to establish and operate, other Franchised Businesses at any location outside of the Master Territory. 1.3.2 To own, acquire, establish and/or operate, and license others to establish and operate, businesses under other proprietary marks or other systems, whether such businesses are the same, similar, or different from the Franchised Business, at any location within or outside of the Master Territory. 1.3.3 To license others to sell or distribute any products or services which bear any proprietary marks, including the Proprietary Marks, at any location outside of the Master Territory. 2. OPERATION OF THE FRANCHISED BUSINESS You acknowledge and agree that:", "probability": 4.4264679509959344e-06 }, { "score": -0.2584877014160156, "text": "We", "probability": 4.285253283470479e-06 }, { "score": -0.4405965805053711, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business", "probability": 3.571803965186814e-06 }, { "score": -0.64678955078125, "text": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\"). You", "probability": 2.906291326913348e-06 }, { "score": -0.6758182048797607, "text": "You desire us to grant you a license to use the methods, procedures and products developed by us and our parent (the \"System\") to operate an independent business (the \"Franchised Business\") that sells and services The Original Soupman franchises (\"Unit Franchises\") to qualified individuals and business entities (\"Unit Franchisees\") who will sell proprietary gourmet soups, chilis, stews, desserts, wraps and non- proprietary products like salads, sandwiches, specialty coffees, soft drinks and other beverages in the territory described in Section 1 of this Agreement, and you agree that your operation of the Franchised Business shall be governed by the terms, covenants and conditions contained in this Agreement. Our System includes a method of offering and selling Unit Franchises, management methods, marketing programs, financial reporting, Unit Franchisee performance reporting, and providing services to Unit Franchisees, all of which we may modify and/or update from time to time during the term of this Agreement. C. You represent and warrant to us, as an inducement to our execution of this Agreement, that all statements made by you and all materials provided to us by you in connection with the grant of this franchise to you are true, accurate and complete and that you have made no misrepresentations or material omissions in connection with obtaining this franchise. We grant this franchise in reliance upon each and all of your representations.", "probability": 2.8231383498567452e-06 }, { "score": -0.7443374395370483, "text": "We and our affiliates retain the right, among others, in any manner and on any terms and conditions that we deem advisable, and without granting you any rights therein:", "probability": 2.636177421606767e-06 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Source Code Escrow": [ { "text": "", "score": 12.242084503173828, "probability": 0.9999469855990475 }, { "score": 0.6677404642105103, "text": "Except as otherwise approved in writing by us, if you are a corporation, you shall:", "probability": 9.403796617347958e-06 }, { "score": 0.3652079105377197, "text": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee without our prior written consent.", "probability": 6.948883154865661e-06 }, { "score": -0.18299120664596558, "text": "You shall be in default under this Agreement, and we may, at our option, terminate this Agreement and all rights granted under this Agreement, without affording you any opportunity to cure the default, effective immediately upon receipt of notice by you upon the occurrence of any of the following events:", "probability": 4.016383345289181e-06 }, { "score": -0.2005695104598999, "text": "If, for any reason, this Agreement is not terminated pursuant to Section 10.1 and this Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of this Agreement is contemplated pursuant to the United States Bankruptcy Code, then notice of such proposed assignment or assumption setting forth: (a) the name and address of the proposed assignee, and (b) all of the terms and conditions of the proposed assignment and assumption shall be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of this Agreement, and, in any event, within ten (10) days prior to the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and we shall thereupon have the prior right and option, to be exercised by notice given at any time prior to the effective date of such proposed assignment and assumption, to accept an assignment of this Agreement to us upon the same terms and conditions and for the same consideration, if any, as in the bona fide offer made by the proposed assignee, less any brokerage commissions which may be payable by you out of the consideration to be paid by such assignee for the assignment of this Agreement.", "probability": 3.9463990433410155e-06 }, { "score": -0.20982813835144043, "text": "Termination in the Event of Bankruptcy or Insolvency", "probability": 3.9100294292554225e-06 }, { "score": -0.3496860861778259, "text": "You shall be in default under this Agreement, and we may, at our option, terminate this Agreement and all rights granted under this Agreement, without affording you any opportunity to cure the default, effective immediately upon receipt of notice by you upon the occurrence of any of the following events: 10.2.1 If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 3.399699185334471e-06 }, { "score": -0.498502254486084, "text": "If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 2.9296143244899587e-06 }, { "score": -0.5388584136962891, "text": "If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 2.813740185795233e-06 }, { "score": -0.8364682197570801, "text": "Upon the death or permanent disability (mental or physical) of any person with an interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business, the executor, administrator, or personal representative of such person shall transfer such interest to a third party approved by us within twelve (12) months after such death or disability.", "probability": 2.0894582445205037e-06 }, { "score": -0.8891187906265259, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and:", "probability": 1.9822929859285695e-06 }, { "score": -0.9035908579826355, "text": "10.2.1 If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.", "probability": 1.9538116969761575e-06 }, { "score": -1.0721964836120605, "text": "You acknowledge and agree that:", "probability": 1.650662224164009e-06 }, { "score": -1.11759352684021, "text": "We and our affiliates retain the right, among others, in any manner and on any terms and conditions that we deem advisable, and without granting you any rights therein: 1.3.1 To own, acquire, establish, and/or operate, and license others to establish and operate, other Franchised Businesses at any location outside of the Master Territory. 1.3.2 To own, acquire, establish and/or operate, and license others to establish and operate, businesses under other proprietary marks or other systems, whether such businesses are the same, similar, or different from the Franchised Business, at any location within or outside of the Master Territory. 1.3.3 To license others to sell or distribute any products or services which bear any proprietary marks, including the Proprietary Marks, at any location outside of the Master Territory. 2. OPERATION OF THE FRANCHISED BUSINESS You acknowledge and agree that:", "probability": 1.5774025083238755e-06 }, { "score": -1.1845030784606934, "text": "You acknowledge and agree that:", "probability": 1.4753126899686532e-06 }, { "score": -1.3635441064834595, "text": "Without limiting the generality of the foregoing, you agree that:", "probability": 1.2334670357863143e-06 }, { "score": -1.5320606231689453, "text": "During the term of this Agreement, we shall provide you with the following:", "probability": 1.0421776474699632e-06 }, { "score": -1.5568270683288574, "text": "If you are a limited liability company, you shall:", "probability": 1.0166836133237532e-06 }, { "score": -1.7628555297851562, "text": "You shall not terminate any Unit Franchisee without our prior written consent.", "probability": 8.27387203657849e-07 }, { "score": -1.8000229597091675, "text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:", "probability": 7.971998165790576e-07 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Post-Termination Services": [ { "text": "", "score": 12.378262519836426, "probability": 0.4054616953040472 }, { "score": 11.338850021362305, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "probability": 0.14339655551293784 }, { "score": 11.092390060424805, "text": "You shall take such action as may be necessary to cancel any assumed name registration or equivalent registration obtained by you which contains the Proprietary Marks; and you shall furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement.", "probability": 0.11207339249347689 }, { "score": 10.753085136413574, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and:", "probability": 0.0798259805918509 }, { "score": 10.462833404541016, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and:", "probability": 0.05971583875098213 }, { "score": 10.145719528198242, "text": "In the event this Agreement is terminated or expires prior to the end of the term of this Agreement, those portions of this Agreement which pertain to and apply to any Unit Franchise Agreement will continue in full force and effect, but only with regard to those Unit Franchise Agreements which have been entered into and were in effect prior to the date of termination or expiration of this Agreement.", "probability": 0.043487929402129796 }, { "score": 9.85124397277832, "text": "This appointment shall be deemed to be coupled with an interest and shall continue in full force and effect until and following the termination or expiration of this Agreement.", "probability": 0.032395122105349415 }, { "score": 9.366246223449707, "text": "In addition to the foregoing, upon termination of this Agreement by us for cause as described in Section 10, you agree to pay to us within fifteen (15) days after the effective date of this Agreement's termination, in addition to the amounts owed hereunder, liquidated damages equal to the average monthly Unit Franchise Performance Royalty Fee and Franchise Sales Royalty Fee you paid during the twelve (12) months of operation preceding the effective date of termination multiplied by (a) twenty-four (24) (being the number of months in two (2) full years), or (b) the number of months remaining in the Agreement had it not been terminated, whichever is lower.", "probability": 0.019945630760110286 }, { "score": 9.318840026855469, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and", "probability": 0.019022146644531526 }, { "score": 9.294032096862793, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and", "probability": 0.01855605188923766 }, { "score": 9.07905387878418, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and: 11.1 Cessation of Business You shall immediately cease to operate the Franchised Business, and shall not thereafter, directly or indirectly, represent to the public or hold yourself out as a present or former master franchisee of ours. 11.2 Cessation of Use of Confidential Information and Proprietary Marks You shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures, and techniques associated with the System, and all Proprietary Marks and distinctive forms, slogans, signs, symbols, and devices associated with the System. 11.3 Cancellation of Assumed Name Registration You shall take such action as may be necessary to cancel any assumed name registration or equivalent registration obtained by you which contains the Proprietary Marks; and you shall furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement.", "probability": 0.014966550811433723 }, { "score": 8.755828857421875, "text": "Thereafter, prior to the expiration of the term of each insurance policy, you shall furnish us with a copy of each renewal or replacement insurance policy to be maintained by you for the immediately following term and evidence of the payment of the premium therefor.", "probability": 0.010832953557297895 }, { "score": 8.674287796020508, "text": "You shall take such action as may be necessary to cancel any assumed name registration or equivalent registration obtained by you which contains the Proprietary Marks; and you shall furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement.", "probability": 0.00998467764481581 }, { "score": 8.511959075927734, "text": "All of your covenants, obligations, and agreements which by their terms or by reasonable implication are to be performed, in whole or in part, after the termination or expiration of this Agreement, shall survive such termination or expiration.", "probability": 0.008488590454285804 }, { "score": 8.510446548461914, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation", "probability": 0.008475760933025121 }, { "score": 7.781700134277344, "text": "You shall, at our option and request, and without any additional consideration, assign to us all rights to all e-mail addresses, URLs, domain names, Internet listings, and Internet accounts related to the Franchised Business following demand by us upon your misuse of the same and/or the termination or expiration of this Agreement. Furthermore, you hereby appoint us as your attorney-in-fact with full power and authority for the sole purpose of assigning these rights to us. This appointment shall be deemed to be coupled with an interest and shall continue in full force and effect until and following the termination or expiration of this Agreement.", "probability": 0.004089668930372246 }, { "score": 7.387922286987305, "text": "Thereafter, prior to the expiration of the term of each insurance policy, you shall furnish us with a copy of each renewal or replacement insurance policy to be maintained by you for the immediately following term and evidence of the payment of the premium therefor.", "probability": 0.0027584975715245707 }, { "score": 7.272712707519531, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and: 11.1 Cessation of Business You shall immediately cease to operate the Franchised Business, and shall not thereafter, directly or indirectly, represent to the public or hold yourself out as a present or former master franchisee of ours.", "probability": 0.002458316076738473 }, { "score": 7.1016764640808105, "text": "All of your covenants, obligations, and agreements which by their terms or by reasonable implication are to be performed, in whole or in part, after the termination or expiration of this Agreement, shall survive such termination or expiration.", "probability": 0.0020718467316764495 }, { "score": 7.062773704528809, "text": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter,", "probability": 0.001992793834176281 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Audit Rights": [ { "score": 13.257728576660156, "text": "Notwithstanding the foregoing, we reserve the right to inspect or examine your accounts, books, records and tax returns, at any reasonable time, with or without prior notice to you.", "probability": 0.3625955130886753 }, { "score": 12.350969314575195, "text": "You further acknowledge and agree that we may inspect your Franchised Business and any Unit Franchise in the Master Territory to verify that your Franchised Business and/or such Unit Franchise is operating in compliance with our System, as it may be modified from time to time.", "probability": 0.14642724177081456 }, { "text": "", "score": 12.240463256835938, "probability": 0.13110815642750648 }, { "score": 11.984362602233887, "text": "We shall have the right, at all reasonable times, to inspect the products and services on which the Proprietary Marks shall be used as we consider necessary to carry out the purposes of inspection as part of appropriate quality control.", "probability": 0.10148611078330452 }, { "score": 11.493254661560059, "text": "You understand and acknowledge that the Federal Trade Commission's disclosure requirements for franchising (16 CFR Part 436) require you to include audited financial statements each year after your fiscal year end. You further understand and acknowledge that, as with your initial Unit Franchise Disclosure Document, all annual updates to your Unit Franchise Disclosure Document shall be submitted to us or our counsel for review within one hundred twenty (120) days after each fiscal year end. Notwithstanding the foregoing, we reserve the right to inspect or examine your accounts, books, records and tax returns, at any reasonable time, with or without prior notice to you.", "probability": 0.06210422418142976 }, { "score": 11.128545761108398, "text": "You shall, at your sole cost and expense, prepare and submit to us within one hundred twenty (120) days after each fiscal year end, a complete, audited financial statement for the preceding fiscal year prepared by an independent certified public accountant in accordance with generally accepted accounting principles.", "probability": 0.043125096301168765 }, { "score": 10.936399459838867, "text": "You shall, at your sole cost and expense, prepare and submit to us within one hundred twenty (120) days after each fiscal year end, a complete, audited financial statement for the preceding fiscal year prepared by an independent certified public accountant in accordance with generally accepted accounting principles. Each audited financial statement shall include a balance sheet and a profit and loss statement.", "probability": 0.03558623149001149 }, { "score": 10.646522521972656, "text": "You shall, at your sole cost and expense, prepare and submit to us within one hundred twenty (120) days after each fiscal year end, a complete, audited financial statement for the preceding fiscal year prepared by an independent certified public accountant in accordance with generally accepted accounting principles. Each audited financial statement shall include a balance sheet and a profit and loss statement. If you own, directly or beneficially, a controlling financial interest in any other business, the financial statements required to be submitted by you must reflect your financial condition and your other business operations on a consolidated basis. You understand and acknowledge that the Federal Trade Commission's disclosure requirements for franchising (16 CFR Part 436) require you to include audited financial statements each year after your fiscal year end.", "probability": 0.026631157616827578 }, { "score": 10.417295455932617, "text": "You further understand and acknowledge that, as with your initial Unit Franchise Disclosure Document, all annual updates to your Unit Franchise Disclosure Document shall be submitted to us or our counsel for review within one hundred twenty (120) days after each fiscal year end. Notwithstanding the foregoing, we reserve the right to inspect or examine your accounts, books, records and tax returns, at any reasonable time, with or without prior notice to you.", "probability": 0.021175710702219915 }, { "score": 10.260038375854492, "text": "Each audited financial statement shall include a balance sheet and a profit and loss statement.", "probability": 0.018094313600003204 }, { "score": 10.057321548461914, "text": "You understand and acknowledge that the Federal Trade Commission's disclosure requirements for franchising (16 CFR Part 436) require you to include audited financial statements each year after your fiscal year end.", "probability": 0.014774177535298744 }, { "score": 9.970161437988281, "text": "Each audited financial statement shall include a balance sheet and a profit and loss statement. If you own, directly or beneficially, a controlling financial interest in any other business, the financial statements required to be submitted by you must reflect your financial condition and your other business operations on a consolidated basis. You understand and acknowledge that the Federal Trade Commission's disclosure requirements for franchising (16 CFR Part 436) require you to include audited financial statements each year after your fiscal year end.", "probability": 0.013540981926823199 }, { "score": 9.428679466247559, "text": "Notwithstanding the foregoing, we reserve the right to inspect or examine your accounts, books, records and tax returns, at any reasonable time, with or without prior notice to you", "probability": 0.007879297999620366 }, { "score": 8.575499534606934, "text": "We shall have the right, at all reasonable times, to inspect the products and services on which the Proprietary Marks shall be used as we consider necessary to carry out the purposes of inspection as part of appropriate quality control", "probability": 0.0033570374774894696 }, { "score": 8.255943298339844, "text": "You shall, at your sole cost and expense, prepare and submit to us within one hundred twenty (120) days after each fiscal year end, a complete, audited financial statement for the preceding fiscal year prepared by an independent certified public accountant in accordance with generally accepted accounting principles", "probability": 0.0024387915388408158 }, { "score": 8.248978614807129, "text": "You acknowledge that you are entering into this Agreement, and any ancillary agreements executed contemporaneously herewith, as a result of your own independent investigation of the business franchised hereby and not as a result of any representation made by us or persons associated with us, or other franchisees, which are contrary to the terms herein set forth or which are contrary to the terms of any Franchise Disclosure Document or other similar document required or permitted to be given to you pursuant to applicable law.", "probability": 0.0024218651394983352 }, { "score": 8.200861930847168, "text": "You understand and acknowledge that the Federal Trade Commission's disclosure requirements for franchising (16 CFR Part 436) require you to include audited financial statements each year after your fiscal year end.", "probability": 0.002308092159154835 }, { "score": 7.99613094329834, "text": "You shall, at your sole cost and expense, prepare and submit to us within one hundred twenty (120) days after each fiscal year end, a complete, audited financial statement for the preceding fiscal year prepared by an independent certified public accountant in accordance with generally accepted accounting principles. Each audited financial statement shall include a balance sheet and a profit and loss statement. If you own, directly or beneficially, a controlling financial interest in any other business, the financial statements required to be submitted by you must reflect your financial condition and your other business operations on a consolidated basis. You understand and acknowledge that the Federal Trade Commission's disclosure requirements for franchising (16 CFR Part 436) require you to include audited financial statements each year after your fiscal year end. You further understand and acknowledge that, as with your initial Unit Franchise Disclosure Document, all annual updates to your Unit Franchise Disclosure Document shall be submitted to us or our counsel for review within one hundred twenty (120) days after each fiscal year end.", "probability": 0.0018807869705507834 }, { "score": 7.904245376586914, "text": "You understand and acknowledge that the Federal Trade Commission's disclosure requirements for franchising (16 CFR Part 436) require you to include audited financial statements each year after your fiscal year end. You further understand and acknowledge that, as with your initial Unit Franchise Disclosure Document, all annual updates to your Unit Franchise Disclosure Document shall be submitted to us or our counsel for review within one hundred twenty (120) days after each fiscal year end.", "probability": 0.001715671799769928 }, { "score": 7.664205551147461, "text": "You understand and acknowledge that the Federal Trade Commission's disclosure requirements for franchising (16 CFR Part 436) require you to include audited financial statements each year after your fiscal year end. You further understand and acknowledge that, as with your initial Unit Franchise Disclosure Document, all annual updates to your Unit Franchise Disclosure Document shall be submitted to us or our counsel for review within one hundred twenty (120) days after each fiscal year end. Notwithstanding the foregoing, we reserve the right to inspect or examine your accounts, books, records and tax returns, at any reasonable time, with or without prior notice to you", "probability": 0.0013495414909920388 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Uncapped Liability": [ { "text": "", "score": 12.39752197265625, "probability": 0.7025068007401052 }, { "score": 10.752364158630371, "text": "For the purpose of this Section 14.4, the term \"losses and expenses\" shall be deemed to include compensatory, exemplary, or punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to our reputation and goodwill; and all other costs associated with any of the foregoing losses and expenses.", "probability": 0.1355712412592099 }, { "score": 10.230777740478516, "text": "We and you, and our respective directors, officers, shareholders and guarantors, as applicable, each hereby waive to the fullest extent permitted by law, any right to, or claim for, punitive or exemplary damages against the other and agree that, in the event of a dispute between them, each is limited to recovering only the actual damages proven to have been sustained by it.", "probability": 0.08047212488621151 }, { "score": 9.746280670166016, "text": "The cessation of or release from liability of you, or any such spouse, partner, person executing this Agreement, shareholder, member, trustee, trustor or beneficiary shall not relieve any other Master Franchisee, spouse, partner, person executing this Agreement, shareholder, member, trustee, trustor or beneficiary from liability under this Agreement, except to the extent that the breach or default has been remedied or monies owed have been paid.", "probability": 0.04957138636375926 }, { "score": 7.5530853271484375, "text": "The termination of this Agreement shall be without prejudice to any remedy or cause of action which we may have against you for the recovery of any monies due us or any equipment or other property of ours, or any other right of ours to recover damages for any breach hereof.", "probability": 0.0055301693361022395 }, { "score": 7.2078962326049805, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees. It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.003915837948348797 }, { "score": 7.127909183502197, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees.", "probability": 0.003614820834791822 }, { "score": 6.950119972229004, "text": "You acknowledge and agree that you are not authorized to make any contract, agreement, warranty, or representation on our behalf, or to incur any debt or other obligations in our name; and that we shall in no event assume liability for, or be deemed liable under this Agreement as a result of, any such action; nor shall we be liable by reason of any act or omission of yours in your conduct of the Franchised Business or for any claim or judgment arising therefrom against you or us.", "probability": 0.003026034696727862 }, { "score": 6.726662635803223, "text": "For the purpose of this Section 14.4, the term \"losses and expenses\" shall be deemed to include compensatory, exemplary, or punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to our reputation and goodwill; and all other costs associated with any of the foregoing losses and expenses", "probability": 0.0024200682568405567 }, { "score": 6.663603782653809, "text": "It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.002272173567137103 }, { "score": 6.574414253234863, "text": "The cessation of or release from liability of you, or any such spouse, partner, person executing this Agreement, shareholder, member, trustee, trustor or beneficiary shall not relieve any other Master Franchisee, spouse, partner, person executing this Agreement, shareholder, member, trustee, trustor or beneficiary from liability under this Agreement, except to the extent that the breach or default has been remedied or monies owed have been paid. 16.7 Corporation, Partnership or Limited Liability Company 16.7.1 Except as otherwise approved in writing by us, if you are a corporation, you shall:", "probability": 0.002078293995104988 }, { "score": 6.257787704467773, "text": "In addition to the foregoing, upon termination of this Agreement by us for cause as described in Section 10, you agree to pay to us within fifteen (15) days after the effective date of this Agreement's termination, in addition to the amounts owed hereunder, liquidated damages equal to the average monthly Unit Franchise Performance Royalty Fee and Franchise Sales Royalty Fee you paid during the twelve (12) months of operation preceding the effective date of termination multiplied by (a) twenty-four (24) (being the number of months in two (2) full years), or (b) the number of months remaining in the Agreement had it not been terminated, whichever is lower.", "probability": 0.0015142508280867359 }, { "score": 6.223400115966797, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees. It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections. You and each of your principals agree that the liquidated damages provision does not give us an adequate remedy at law for any default under, or for the enforcement of, any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.0014630645244080186 }, { "score": 6.045955657958984, "text": "If you are in breach of any obligation under this Agreement, and we deliver to you a notice of termination as provided herein, we have the right to suspend our performance of any of our obligations under this Agreement including, without limitation, the sale or supply of any services or products for which we are an approved supplier to you and/or suspension of your webpage and/or listing on the System Website, until such time as you correct the breach. 10.6 Termination of this Agreement by You You shall have no right to terminate this Agreement. 10.7 Without Prejudice The termination of this Agreement shall be without prejudice to any remedy or cause of action which we may have against you for the recovery of any monies due us or any equipment or other property of ours, or any other right of ours to recover damages for any breach hereof.", "probability": 0.0012251812193669485 }, { "score": 6.032393455505371, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees.", "probability": 0.0012086772318065037 }, { "score": 5.679108142852783, "text": "It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections. You and each of your principals agree that the liquidated damages provision does not give us an adequate remedy at law for any default under, or for the enforcement of, any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.0008489468073992354 }, { "score": 5.640807151794434, "text": "You acknowledge and agree that you are not authorized to make any contract, agreement, warranty, or representation on our behalf, or to incur any debt or other obligations in our name; and that we shall in no event assume liability for, or be deemed liable under this Agreement as a result of, any such action; nor shall we be liable by reason of any act or omission of yours in your conduct of the Franchised Business or for any claim or judgment arising therefrom against you or us.", "probability": 0.0008170461170219177 }, { "score": 5.504382133483887, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees. It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections. You and each of your principals agree that the liquidated damages provision does not give us an adequate remedy at law for any default under, or for the enforcement of, any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.0007128496451003588 }, { "score": 5.475875377655029, "text": "The termination of this Agreement shall be without prejudice to any remedy or cause of action which we may have against you for the recovery of any monies due us or any equipment or other property of ours, or any other right of ours to recover damages for any breach hereof.", "probability": 0.0006928155248953714 }, { "score": 5.223371982574463, "text": "Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement.", "probability": 0.0005382162175759765 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Cap On Liability": [ { "score": 12.910847663879395, "text": "We and you, and our respective directors, officers, shareholders and guarantors, as applicable, each hereby waive to the fullest extent permitted by law, any right to, or claim for, punitive or exemplary damages against the other and agree that, in the event of a dispute between them, each is limited to recovering only the actual damages proven to have been sustained by it.", "probability": 0.40442211921699545 }, { "text": "", "score": 12.203147888183594, "probability": 0.1992896723658646 }, { "score": 12.047831535339355, "text": "In addition to the foregoing, upon termination of this Agreement by us for cause as described in Section 10, you agree to pay to us within fifteen (15) days after the effective date of this Agreement's termination, in addition to the amounts owed hereunder, liquidated damages equal to the average monthly Unit Franchise Performance Royalty Fee and Franchise Sales Royalty Fee you paid during the twelve (12) months of operation preceding the effective date of termination multiplied by (a) twenty-four (24) (being the number of months in two (2) full years), or (b) the number of months remaining in the Agreement had it not been terminated, whichever is lower.", "probability": 0.17062071524262404 }, { "score": 11.485260009765625, "text": "Any and all claims and actions arising out of or relating to this Agreement, the relationship of you and us, or your operation of the Franchised Business, brought by any party hereto against the other, shall be commenced within two (2) years from the occurrence of the facts giving rise to such claim or action, or such claim or action shall be barred.", "probability": 0.09720979985318196 }, { "score": 11.087051391601562, "text": "For the purpose of this Section 14.4, the term \"losses and expenses\" shall be deemed to include compensatory, exemplary, or punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to our reputation and goodwill; and all other costs associated with any of the foregoing losses and expenses.", "probability": 0.06527851157415959 }, { "score": 9.646980285644531, "text": "The termination of this Agreement shall be without prejudice to any remedy or cause of action which we may have against you for the recovery of any monies due us or any equipment or other property of ours, or any other right of ours to recover damages for any breach hereof.", "probability": 0.015465191731014495 }, { "score": 9.318300247192383, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees.", "probability": 0.011132978787193385 }, { "score": 9.056756973266602, "text": "You acknowledge and agree that you are not authorized to make any contract, agreement, warranty, or representation on our behalf, or to incur any debt or other obligations in our name; and that we shall in no event assume liability for, or be deemed liable under this Agreement as a result of, any such action; nor shall we be liable by reason of any act or omission of yours in your conduct of the Franchised Business or for any claim or judgment arising therefrom against you or us.", "probability": 0.008570863546508722 }, { "score": 8.540643692016602, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees. It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.005115398017555086 }, { "score": 8.42310619354248, "text": "As it relates to the operation of your Franchised Business: automobile liability insurance coverage, including owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000) per occurrence;", "probability": 0.004548137059718174 }, { "score": 8.145459175109863, "text": "In addition to the foregoing, upon termination of this Agreement by us for cause as described in Section 10, you agree to pay to us within fifteen (15) days after the effective date of this Agreement's termination, in addition to the amounts owed hereunder, liquidated damages equal to the average monthly Unit Franchise Performance Royalty Fee and Franchise Sales Royalty Fee you paid during the twelve (12) months of operation preceding the effective date of termination multiplied by (a) twenty-four (24) (being the number of months in two (2) full years), or (b) the number of months remaining in the Agreement had it not been terminated, whichever is lower", "probability": 0.003445505724524358 }, { "score": 7.928483009338379, "text": "We and you, and our respective directors, officers, shareholders and guarantors, as applicable, each hereby waive to the fullest extent permitted by law, any right to, or claim for, punitive or exemplary damages against the other and agree that, in the event of a dispute between them, each is limited to recovering only the actual damages proven to have been sustained by it", "probability": 0.002773456919499843 }, { "score": 7.695913791656494, "text": "It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.0021979504440736435 }, { "score": 7.594419479370117, "text": "As it relates to the operation of your Franchised Business: broad form comprehensive general liability coverage against claims for employment practices coverage, bodily and personal injury, death and property damage caused by or occurring in conjunction with the conduct of business by you pursuant to this Agreement and broad form contractual liability coverage, including errors and omissions coverage, under one or more policies of insurance containing minimum liability coverage prescribed by us from time to time, but in no event in an amount less than Two Million Dollars ($2,000,000) aggregate. Such insurance shall not have a deductible or self-insured retention in excess of Five Thousand Dollars ($5,000); 5.5.2 As it relates to the operation of your Franchised Business: automobile liability insurance coverage, including owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000) per occurrence;", "probability": 0.00198581815408026 }, { "score": 7.344755172729492, "text": "For the purpose of this Section 14.4, the term \"losses and expenses\" shall be deemed to include compensatory, exemplary, or punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to our reputation and goodwill; and all other costs associated with any of the foregoing losses and expenses. You shall give us prompt notice of any event of which you are aware for which indemnification is required and, at your expense and risk, we may elect to assume (but under no circumstance are obligated to undertake) the defense and/or settlement thereof, provided that we will seek your advice and counsel. Any assumption of ours shall not modify your indemnification obligation.", "probability": 0.0015470759894109446 }, { "score": 7.341693878173828, "text": "If you are in breach of any obligation under this Agreement, and we deliver to you a notice of termination as provided herein, we have the right to suspend our performance of any of our obligations under this Agreement including, without limitation, the sale or supply of any services or products for which we are an approved supplier to you and/or suspension of your webpage and/or listing on the System Website, until such time as you correct the breach. 10.6 Termination of this Agreement by You You shall have no right to terminate this Agreement. 10.7 Without Prejudice The termination of this Agreement shall be without prejudice to any remedy or cause of action which we may have against you for the recovery of any monies due us or any equipment or other property of ours, or any other right of ours to recover damages for any breach hereof.", "probability": 0.0015423471759458353 }, { "score": 7.28336763381958, "text": "As it relates to the operation of your Franchised Business: broad form comprehensive general liability coverage against claims for employment practices coverage, bodily and personal injury, death and property damage caused by or occurring in conjunction with the conduct of business by you pursuant to this Agreement and broad form contractual liability coverage, including errors and omissions coverage, under one or more policies of insurance containing minimum liability coverage prescribed by us from time to time, but in no event in an amount less than Two Million Dollars ($2,000,000) aggregate.", "probability": 0.001454961081234091 }, { "score": 7.271378517150879, "text": "You shall indemnify and hold harmless to the fullest extent by law us, our affiliates and our respective directors, officers, employees, shareholders, and agents, (collectively the \"Indemnitees\") from any and all losses and expenses (as hereinafter defined) incurred in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, or formal or informal inquiry (regardless of whether same is reduced to judgment) or any settlement thereof which arises directly or indirectly from, as a result of, or in connection with your operation of the Franchised Business including, but not limited to, claims arising as a result of the maintenance and operation of vehicles (collectively an \"event\"), and regardless of whether same resulted from any strict or vicarious liability imposed by law on the Indemnitees; provided, however, that this indemnity shall not apply to any liability arising from the gross negligence of the Indemnitees (except to the extent that joint liability is involved, in which event the indemnification provided herein shall extend to any finding of comparative negligence or contributory negligence attributable to you).", "probability": 0.0014376215337087077 }, { "score": 7.051331520080566, "text": "For the purpose of this Section 14.4, the term \"losses and expenses\" shall be deemed to include compensatory, exemplary, or punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to our reputation and goodwill; and all other costs associated with any of the foregoing losses and expenses. You shall give us prompt notice of any event of which you are aware for which indemnification is required and, at your expense and risk, we may elect to assume (but under no circumstance are obligated to undertake) the defense and/or settlement thereof, provided that we will seek your advice and counsel.", "probability": 0.0011536640850506818 }, { "score": 6.6954569816589355, "text": "Punitive or Exemplary Damages We and you, and our respective directors, officers, shareholders and guarantors, as applicable, each hereby waive to the fullest extent permitted by law, any right to, or claim for, punitive or exemplary damages against the other and agree that, in the event of a dispute between them, each is limited to recovering only the actual damages proven to have been sustained by it.", "probability": 0.0008082114976563041 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Liquidated Damages": [ { "score": 14.204630851745605, "text": "In addition to the foregoing, upon termination of this Agreement by us for cause as described in Section 10, you agree to pay to us within fifteen (15) days after the effective date of this Agreement's termination, in addition to the amounts owed hereunder, liquidated damages equal to the average monthly Unit Franchise Performance Royalty Fee and Franchise Sales Royalty Fee you paid during the twelve (12) months of operation preceding the effective date of termination multiplied by (a) twenty-four (24) (being the number of months in two (2) full years), or (b) the number of months remaining in the Agreement had it not been terminated, whichever is lower.", "probability": 0.6851936837470376 }, { "text": "", "score": 12.130363464355469, "probability": 0.086093521172951 }, { "score": 11.637008666992188, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees.", "probability": 0.05256651728488911 }, { "score": 10.997844696044922, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees. It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.027741109003684424 }, { "score": 10.949586868286133, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees.", "probability": 0.026434171940421428 }, { "score": 10.6708984375, "text": "The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages. 11.4.4 The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees.", "probability": 0.020004737770914376 }, { "score": 10.505435943603516, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees. It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.016954048250531303 }, { "score": 10.210637092590332, "text": "The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages.", "probability": 0.012625363781674805 }, { "score": 10.031734466552734, "text": "The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages. 11.4.4 The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees. It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.010557169083229087 }, { "score": 9.931337356567383, "text": "The parties hereto acknowledge and agree that it would be impracticable to determine precisely the damages we would incur from this Agreement's termination and the loss of cash flow from Royalty Fees due to, among other things, the complications of determining what costs, if any, we might have saved and how much the Royalty Fees would have grown over what would have been this Agreement's remaining term. The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages. 11.4.4 The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees.", "probability": 0.009548728966418606 }, { "score": 9.717442512512207, "text": "The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages. 11.4.4 The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees.", "probability": 0.007709961615729613 }, { "score": 9.661294937133789, "text": "It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.007288994688360119 }, { "score": 9.48718547821045, "text": "The parties hereto acknowledge and agree that it would be impracticable to determine precisely the damages we would incur from this Agreement's termination and the loss of cash flow from Royalty Fees due to, among other things, the complications of determining what costs, if any, we might have saved and how much the Royalty Fees would have grown over what would have been this Agreement's remaining term. The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages. 11.4.4 The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees. It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.006124249233261017 }, { "score": 9.434000015258789, "text": "You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements.", "probability": 0.005807038473911921 }, { "score": 9.390341758728027, "text": "It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.0055589678651968314 }, { "score": 9.27329158782959, "text": "The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages. 11.4.4 The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees. It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections.", "probability": 0.004944927404476139 }, { "score": 9.255321502685547, "text": "The parties hereto acknowledge and agree that it would be impracticable to determine precisely the damages we would incur from this Agreement's termination and the loss of cash flow from Royalty Fees due to, among other things, the complications of determining what costs, if any, we might have saved and how much the Royalty Fees would have grown over what would have been this Agreement's remaining term. The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages.", "probability": 0.004856860294620078 }, { "score": 9.041426658630371, "text": "The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages.", "probability": 0.003921590672033366 }, { "score": 8.82896614074707, "text": "In addition to the foregoing, upon termination of this Agreement by us for cause as described in Section 10, you agree to pay to us within fifteen (15) days after the effective date of this Agreement's termination, in addition to the amounts owed hereunder, liquidated damages equal to the average monthly Unit Franchise Performance Royalty Fee and Franchise Sales Royalty Fee you paid during the twelve (12) months of operation preceding the effective date of termination multiplied by (a) twenty-four (24) (being the number of months in two (2) full years), or (b) the number of months remaining in the Agreement had it not been terminated, whichever is lower", "probability": 0.0031709677883113444 }, { "score": 8.738739967346191, "text": "The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees", "probability": 0.0028973909623478964 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Warranty Duration": [ { "text": "", "score": 11.903934478759766, "probability": 0.8309741195611077 }, { "score": 9.445412635803223, "text": "Service shall be deemed conclusively made (a) at the time of service, if personally served; (b) twenty-four (24) hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served by Express Mail; (c) upon the earlier of actual receipt or three (3) calendar days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail; (d) twenty-four (24) hours after delivery by the party giving the notice, statement or demand if by private overnight delivery; and (e) at the time of transmission by facsimile, if such transmission occurs prior to 5:00 p.m. on a business day and a copy of such notice is mailed within twenty-four (24) hours after the transmission.", "probability": 0.07109925138319785 }, { "score": 8.731841087341309, "text": "Service shall be deemed conclusively made", "probability": 0.03483091168178262 }, { "score": 7.9435601234436035, "text": "Service shall be deemed conclusively made (a) at the time of service, if personally served; (b) twenty-four (24) hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served by Express Mail;", "probability": 0.015835025578843965 }, { "score": 7.288757801055908, "text": "Service shall be deemed conclusively made (a) at the time of service, if personally served; (b) twenty-four (24) hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served by Express Mail; (c) upon the earlier of actual receipt or three (3) calendar days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail; (d) twenty-four (24) hours after delivery by the party giving the notice, statement or demand if by private overnight delivery; and (e) at the time of transmission by facsimile, if such transmission occurs prior to 5:00 p.m. on a business day and a copy of such notice is mailed within twenty-four (24) hours after the transmission", "probability": 0.008227004481665306 }, { "score": 7.268583297729492, "text": "Service shall be deemed conclusively made (a) at the time of service, if personally served;", "probability": 0.008062691788912718 }, { "score": 6.927390098571777, "text": "(b) twenty-four (24) hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served by Express Mail; (c) upon the earlier of actual receipt or three (3) calendar days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail; (d) twenty-four (24) hours after delivery by the party giving the notice, statement or demand if by private overnight delivery; and (e) at the time of transmission by facsimile, if such transmission occurs prior to 5:00 p.m. on a business day and a copy of such notice is mailed within twenty-four (24) hours after the transmission.", "probability": 0.005731941307414534 }, { "score": 6.773964881896973, "text": "Service shall be deemed conclusively made (a) at the time of service, if personally served; (b) twenty-four (24) hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served by Express Mail; (c) upon the earlier of actual receipt or three (3) calendar days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail;", "probability": 0.004916658110006614 }, { "score": 6.452662944793701, "text": "Service shall be deemed conclusively made (a) at the time of service, if personally served", "probability": 0.003565581366312538 }, { "score": 6.254273414611816, "text": "(d) twenty-four (24) hours after delivery by the party giving the notice, statement or demand if by private overnight delivery; and (e) at the time of transmission by facsimile, if such transmission occurs prior to 5:00 p.m. on a business day and a copy of such notice is mailed within twenty-four (24) hours after the transmission.", "probability": 0.002923956270754584 }, { "score": 6.144377708435059, "text": "To protect the Proprietary Marks and our goodwill in the industry, you must submit samples of all proposed Solicitation Advertising materials to us at least fifteen (15) days before any use of the same.", "probability": 0.002619653036840322 }, { "score": 6.066136360168457, "text": "Service shall be deemed conclusively made (a) at the time of service, if personally served; (b) twenty-four (24) hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served by Express Mail; (c) upon the earlier of actual receipt or three (3) calendar days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail; (d) twenty-four (24) hours after delivery by the party giving the notice, statement or demand if by private overnight delivery;", "probability": 0.002422501131955219 }, { "score": 5.513019561767578, "text": "(d) twenty-four (24) hours after delivery by the party giving the notice, statement or demand if by private overnight delivery; and (e) at the time of transmission by facsimile, if such transmission occurs prior to 5:00 p.m. on a business day and a copy of such notice is mailed within twenty-four (24) hours after the transmission.", "probability": 0.0013933121210824636 }, { "score": 5.501110553741455, "text": "We shall have the right to terminate this Agreement if, at any time during the initial training program, we conclude (in our sole judgment) that you or your principal do not appear to possess the skills necessary to properly fulfill and discharge the demands and responsibilities required by the System or this Agreement.", "probability": 0.0013768175676778561 }, { "score": 5.425537586212158, "text": "(b) twenty-four (24) hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served by Express Mail;", "probability": 0.001276601869267939 }, { "score": 5.393528461456299, "text": "You acknowledge that you have received a copy of our complete FDD for Master Franchised Businesses at least (14) calendar days prior to the date on which this Agreement was executed or any payment was made to us or any of our affiliates.", "probability": 0.001236386031308451 }, { "score": 5.326560020446777, "text": "(e) at the time of transmission by facsimile, if such transmission occurs prior to 5:00 p.m. on a business day and a copy of such notice is mailed within twenty-four (24) hours after the transmission.", "probability": 0.0011562987745256871 }, { "score": 5.284976005554199, "text": "(c) upon the earlier of actual receipt or three (3) calendar days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail; (d) twenty-four (24) hours after delivery by the party giving the notice, statement or demand if by private overnight delivery; and (e) at the time of transmission by facsimile, if such transmission occurs prior to 5:00 p.m. on a business day and a copy of such notice is mailed within twenty-four (24) hours after the transmission.", "probability": 0.0011092012674572846 }, { "score": 4.770735263824463, "text": "(b) twenty-four (24) hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served by Express Mail; (c) upon the earlier of actual receipt or three (3) calendar days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail; (d) twenty-four (24) hours after delivery by the party giving the notice, statement or demand if by private overnight delivery; and (e) at the time of transmission by facsimile, if such transmission occurs prior to 5:00 p.m. on a business day and a copy of such notice is mailed within twenty-four (24) hours after the transmission", "probability": 0.000663251805150313 }, { "score": 4.6345977783203125, "text": "Service shall be deemed conclusively made (a) at the time of service, if personally served; (b) twenty-four (24) hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served by Express Mail", "probability": 0.0005788348647362008 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Insurance": [ { "score": 12.538253784179688, "text": "During the term of this Agreement, you shall maintain in force under policies of insurance issued by licensed insurers approved by us insurance coverage as we from time to time require. You must maintain insurance related to your operation of the Franchised Business.", "probability": 0.08113836573279472 }, { "score": 12.520578384399414, "text": "During the term of this Agreement, you shall maintain in force under policies of insurance issued by licensed insurers approved by us insurance coverage as we from time to time require.", "probability": 0.07971681294774709 }, { "score": 12.405942916870117, "text": "Your obligations to maintain insurance coverage as herein described shall not be affected in any manner by reason of any separate insurance maintained by us nor shall the maintenance of such insurance relieve you of any indemnification obligations under this Agreement.", "probability": 0.07108277541921831 }, { "score": 12.322525978088379, "text": "During the term of this Agreement, you shall maintain in force under policies of insurance issued by licensed insurers approved by us insurance coverage as we from time to time require. You must maintain insurance related to your operation of the Franchised Business. Such insurance coverage will include: 5.5.1 As it relates to the operation of your Franchised Business: broad form comprehensive general liability coverage against claims for employment practices coverage, bodily and personal injury, death and property damage caused by or occurring in conjunction with the conduct of business by you pursuant to this Agreement and broad form contractual liability coverage, including errors and omissions coverage, under one or more policies of insurance containing minimum liability coverage prescribed by us from time to time, but in no event in an amount less than Two Million Dollars ($2,000,000) aggregate.", "probability": 0.06539384299068257 }, { "score": 12.31319808959961, "text": "You must maintain insurance related to your operation of the Franchised Business.", "probability": 0.06478669263314346 }, { "score": 12.26053237915039, "text": "If you fail to obtain or maintain required insurance coverage and do not obtain such coverage within ten (10) days after written notice from us.", "probability": 0.06146294735532422 }, { "text": "", "score": 12.145573616027832, "probability": 0.054788249627016505 }, { "score": 12.097471237182617, "text": "You must maintain insurance related to your operation of the Franchised Business. Such insurance coverage will include: 5.5.1 As it relates to the operation of your Franchised Business: broad form comprehensive general liability coverage against claims for employment practices coverage, bodily and personal injury, death and property damage caused by or occurring in conjunction with the conduct of business by you pursuant to this Agreement and broad form contractual liability coverage, including errors and omissions coverage, under one or more policies of insurance containing minimum liability coverage prescribed by us from time to time, but in no event in an amount less than Two Million Dollars ($2,000,000) aggregate.", "probability": 0.052215185850261706 }, { "score": 12.094511032104492, "text": "10.2.13 If you fail to obtain or maintain required insurance coverage and do not obtain such coverage within ten (10) days after written notice from us.", "probability": 0.05206084674236173 }, { "score": 12.038951873779297, "text": "Should you, for any reason, fail to procure or maintain the insurance required by this Agreement, as such requirements may be revised from time to time by us in writing, we shall have the right and authority (without, however, any obligation to do so) immediately to procure such insurance and to charge same to you, which charges shall be payable by you immediately upon notice together with a ten percent (10%) administrative fee.", "probability": 0.04924727350833956 }, { "score": 12.019092559814453, "text": "If you fail to obtain or maintain required insurance coverage and do not obtain such coverage within ten (10) days after written notice from us.", "probability": 0.04827890384665408 }, { "score": 11.921934127807617, "text": "As it relates to the operation of your Franchised Business: automobile liability insurance coverage, including owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000) per occurrence;", "probability": 0.04380886787886073 }, { "score": 11.846983909606934, "text": "Thereafter, prior to the expiration of the term of each insurance policy, you shall furnish us with a copy of each renewal or replacement insurance policy to be maintained by you for the immediately following term and evidence of the payment of the premium therefor. Should you, for any reason, fail to procure or maintain the insurance required by this Agreement, as such requirements may be revised from time to time by us in writing, we shall have the right and authority (without, however, any obligation to do so) immediately to procure such insurance and to charge same to you, which charges shall be payable by you immediately upon notice together with a ten percent (10%) administrative fee.", "probability": 0.04064541516957885 }, { "score": 11.795817375183105, "text": "You shall provide us with evidence of the insurance required hereunder not later than ten (10) days before you begin operating as a Master Franchisee, and with a complete copy of each insurance policy no more than thirty (30) days after delivery of the original proof of insurance.", "probability": 0.038618039322117485 }, { "score": 11.771869659423828, "text": "As it relates to the operation of your Franchised Business: automobile liability insurance coverage, including owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000) per occurrence;\n\n10\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n 5.5.3 As it relates to the operation of your Franchised Business: worker's compensation and employer's liability insurance in statutory amounts, unemployment insurance and state disability insurance as required by governing law for your employees; 5.5.4 As it relates to the Unit Franchisees' operation in the Master Territory, and if you elect to obtain such coverage: general liability insurance, which insurance is in addition to any general liability insurance the Unit Franchisees are required to maintain under their Unit Franchise Agreements.", "probability": 0.03770421121357366 }, { "score": 11.705598831176758, "text": "Should you, for any reason, fail to procure or maintain the insurance required by this Agreement, as such requirements may be revised from time to time by us in writing, we shall have the right and authority (without, however, any obligation to do so) immediately to procure such insurance and to charge same to you, which charges shall be payable by you immediately upon notice together with a ten percent (10%) administrative fee. The foregoing remedies shall be in addition to any other remedies we may have at law or in equity. The maintenance of sufficient insurance coverage shall be your responsibility. Your obligations to maintain insurance coverage as herein described shall not be affected in any manner by reason of any separate insurance maintained by us nor shall the maintenance of such insurance relieve you of any indemnification obligations under this Agreement.", "probability": 0.03528651795078111 }, { "score": 11.602752685546875, "text": "As it relates to the operation of your Franchised Business: broad form comprehensive general liability coverage against claims for employment practices coverage, bodily and personal injury, death and property damage caused by or occurring in conjunction with the conduct of business by you pursuant to this Agreement and broad form contractual liability coverage, including errors and omissions coverage, under one or more policies of insurance containing minimum liability coverage prescribed by us from time to time, but in no event in an amount less than Two Million Dollars ($2,000,000) aggregate.", "probability": 0.03183781765422063 }, { "score": 11.586191177368164, "text": "10.2.13 If you fail to obtain or maintain required insurance coverage and do not obtain such coverage within ten (10) days after written notice from us.", "probability": 0.0313148776669512 }, { "score": 11.561087608337402, "text": "You shall provide us with evidence of the insurance required hereunder not later than ten (10) days before you begin operating as a Master Franchisee, and with a complete copy of each insurance policy no more than thirty (30) days after delivery of the original proof of insurance. Thereafter, prior to the expiration of the term of each insurance policy, you shall furnish us with a copy of each renewal or replacement insurance policy to be maintained by you for the immediately following term and evidence of the payment of the premium therefor.", "probability": 0.030538547570967182 }, { "score": 11.54575252532959, "text": "Thereafter, prior to the expiration of the term of each insurance policy, you shall furnish us with a copy of each renewal or replacement insurance policy to be maintained by you for the immediately following term and evidence of the payment of the premium therefor.", "probability": 0.030073808919405205 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Covenant Not To Sue": [ { "score": 14.376023292541504, "text": "During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks.", "probability": 0.46738585344380595 }, { "score": 13.833547592163086, "text": "During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks.", "probability": 0.2716948209986842 }, { "score": 12.226296424865723, "text": "We shall not be precluded from contesting the validity, enforceability or application of such laws or regulations in any action, hearing or proceeding relating to this Agreement or the termination of this Agreement.", "probability": 0.05445791968069336 }, { "score": 12.194530487060547, "text": "Any and all claims and actions arising out of or relating to this Agreement, the relationship of you and us, or your operation of the Franchised Business, brought by any party hereto against the other, shall be commenced within two (2) years from the occurrence of the facts giving rise to such claim or action, or such claim or action shall be barred.", "probability": 0.052755200210054344 }, { "text": "", "score": 12.141275405883789, "probability": 0.05001921684560027 }, { "score": 11.862966537475586, "text": "6.3.3 During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks.", "probability": 0.037867695990357254 }, { "score": 10.901561737060547, "text": "We shall not be precluded from contesting the validity, enforceability or application of such laws or regulations in any action, hearing or proceeding relating to this Agreement or the termination of this Agreement.", "probability": 0.014478917120690873 }, { "score": 10.847013473510742, "text": "You shall promptly notify us of any suspected unauthorized use of or any challenge to the validity of the Proprietary Marks, or any challenge to our or our affiliate's ownership of, our license to use and to license others to use, or your right to use, the Proprietary Marks licensed under this Agreement.", "probability": 0.013710272044119417 }, { "score": 10.691763877868652, "text": "If you are in breach or default under this Agreement, we may proceed directly against each such spouse, partner, signatory to this Agreement, shareholder, member, trustee, trustor or beneficiary without first proceeding against you and without proceeding against or naming in such suit any other Master Franchisee, partner, signatory to this Agreement, shareholder, member, trustee, trustor or beneficiary.", "probability": 0.011738754758301119 }, { "score": 10.441861152648926, "text": "During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks,", "probability": 0.009143040742071234 }, { "score": 9.676989555358887, "text": "We and you, and our respective directors, officers, shareholders and guarantors, as applicable, each hereby waive to the fullest extent permitted by law, any right to, or claim for, punitive or exemplary damages against the other and agree that, in the event of a dispute between them, each is limited to recovering only the actual damages proven to have been sustained by it.", "probability": 0.004255113422584891 }, { "score": 8.899757385253906, "text": "If you are in breach or default under this Agreement, we may proceed directly against each such spouse, partner, signatory to this Agreement, shareholder, member, trustee, trustor or beneficiary without first proceeding against you and without proceeding against or naming in such suit any other Master Franchisee, partner, signatory to this Agreement, shareholder, member, trustee, trustor or beneficiary.", "probability": 0.0019559758949113924 }, { "score": 8.820375442504883, "text": "If you are in breach or default under this Agreement, we may proceed directly against each such spouse, partner, signatory to this Agreement, shareholder, member, trustee, trustor or beneficiary without first proceeding against you and without proceeding against or naming in such suit any other Master Franchisee, partner, signatory to this Agreement, shareholder, member, trustee, trustor or beneficiary", "probability": 0.0018067096267104037 }, { "score": 8.77742862701416, "text": "In the event of any litigation relating to your use of the Proprietary Marks, you shall execute any and all documents and do such acts as may, in our opinion, be necessary to carry out such defense or prosecution, including, but not limited to, becoming a nominal party to any legal action. Except to the extent that such litigation is the result of your use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, we agree to reimburse you for your out-of-pocket litigation costs in doing such acts. 6.3 Your Acknowledgments You acknowledge and agree that: 6.3.1 As between you and us, we are the owner of all right, title, and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and we have the right to use, and license others to use, the Proprietary Marks. 6.3.2 The Proprietary Marks are valid and serve to identify the System and those who are franchised under the System. 6.3.3 During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks.", "probability": 0.0017307597771313093 }, { "score": 8.755002975463867, "text": "During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks", "probability": 0.0016923783344027243 }, { "score": 8.612754821777344, "text": "6.3.3 During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks.", "probability": 0.0014679790873187723 }, { "score": 8.228500366210938, "text": "We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any System Website we establish and maintain, including any and all material you may furnish to us as provided above.", "probability": 0.000999632296448315 }, { "score": 8.211669921875, "text": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee without our prior written consent.", "probability": 0.000982948829623139 }, { "score": 8.180685043334961, "text": "During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks", "probability": 0.0009529592899300982 }, { "score": 8.127778053283691, "text": "During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks,", "probability": 0.0009038516065611932 } ], "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Third Party Beneficiary": [ { "text": "", "score": 12.101852416992188, "probability": 0.19468304036235778 }, { "score": 11.944485664367676, "text": "Such covenants shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with the independent right to enforce them.", "probability": 0.16633536965925869 }, { "score": 11.82735824584961, "text": "You and we acknowledge and agree that we are a third-party beneficiary to all Unit Franchise Agreements between you and Unit Franchisees in the Master Territory, and that we shall have the right to assume any of your responsibilities, duties or functions under such Unit Franchise Agreements in the event that this Agreement expires or is terminated for any reason.", "probability": 0.14795062909725684 }, { "score": 11.685044288635254, "text": "You and we acknowledge and agree that we are a third-party beneficiary to all Unit Franchise Agreements between you and Unit Franchisees in the Master Territory, and that we shall have the right to assume any of your responsibilities, duties or functions under such Unit Franchise Agreements in the event that this Agreement expires or is terminated for any reason. You shall include in the standard Unit Franchise Agreement used by you a provision which states that we are a third-party beneficiary to the Unit Franchise Agreement and are entitled to the rights granted in this Section 13.", "probability": 0.12832481588841962 }, { "score": 11.487850189208984, "text": "You shall include in the standard Unit Franchise Agreement used by you a provision which states that we are a third-party beneficiary to the Unit Franchise Agreement and are entitled to the rights granted in this Section 13.", "probability": 0.10535868478407152 }, { "score": 11.37929916381836, "text": "You shall include in the standard Unit Franchise Agreement used by you a provision which states that we are a third-party beneficiary to the Unit Franchise Agreement and are entitled to the rights granted in this Section 13.", "probability": 0.09452076529192294 }, { "score": 11.109847068786621, "text": "Such covenants shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with the independent right to enforce them.", "probability": 0.07219475904559483 }, { "score": 11.018753051757812, "text": "Every covenant required by this Section 7.6 shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with an independent right to enforce them.", "probability": 0.06590889679278439 }, { "score": 8.35719108581543, "text": "You and we acknowledge and agree that we are a third-party beneficiary to all Unit Franchise Agreements between you and Unit Franchisees in the Master Territory,", "probability": 0.004603014757524987 }, { "score": 8.135900497436523, "text": "Any and all goodwill arising from your use of the Proprietary Marks shall inure solely and exclusively to the benefit of us or our affiliate, and upon expiration or termination of this Agreement and the license herein granted no monetary amount shall be assigned as attributable to any goodwill associated with your use.", "probability": 0.0036892415042437715 }, { "score": 8.107454299926758, "text": "You and we acknowledge and agree that we are a third-party beneficiary to all Unit Franchise Agreements between you and Unit Franchisees in the Master Territory, and that we shall have the right to assume any of your responsibilities, duties or functions under such Unit Franchise Agreements in the event that this Agreement expires or is terminated for any reason. 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We shall have the right, but not the obligation, to enforce any provision of any Unit Franchise Agreement if you fail to properly and promptly do so.", "probability": 0.001210091249533336 }, { "score": 6.829366207122803, "text": "You and we acknowledge and agree that we are a third-party beneficiary to all Unit Franchise Agreements between you and Unit Franchisees in the Master Territory, and that we shall have the right to assume any of your responsibilities, duties or functions under such Unit Franchise Agreements in the event that this Agreement expires or is terminated for any reason", "probability": 0.0009988872118125106 }, { "score": 6.82735013961792, "text": "You shall include in the standard Unit Franchise Agreement used by you a provision which states that we are a third-party beneficiary to the Unit Franchise Agreement and are entitled to the rights granted in this Section 13", "probability": 0.000996875416402825 }, { "score": 6.699324607849121, "text": "You and we acknowledge and agree that we are a third-party beneficiary to all Unit Franchise Agreements between you and Unit Franchisees in the Master Territory, and that we shall have the right to assume any of your responsibilities, duties or functions under such Unit Franchise Agreements in the event that this Agreement expires or is terminated for any reason. 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We shall have the right, but not the obligation, to enforce any provision of any Unit Franchise Agreement if you fail to properly and promptly do so.", "probability": 0.000877081809972385 }, { "score": 6.645195007324219, "text": "Upon the death or permanent disability (mental or physical) of any person with an interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business, the executor, administrator, or personal representative of such person shall transfer such interest to a third party approved by us within twelve (12) months after such death or disability.", "probability": 0.0008308677789182222 }, { "score": 6.593363285064697, "text": "Every covenant required by this Section 7.6 shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with an independent right to enforce them", "probability": 0.000788899510114567 }, { "score": 6.502130508422852, "text": "You shall include in the standard Unit Franchise Agreement used by you a provision which states that we are a third-party beneficiary to the Unit Franchise Agreement and are entitled to the rights granted in this Section 13. We shall have the right, but not the obligation, to enforce any provision of any Unit Franchise Agreement if you fail to properly and promptly do so.", "probability": 0.0007201115801878396 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Document Name": [ { "score": 14.138072967529297, "text": "PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT", "probability": 0.26253515823543516 }, { "score": 13.589881896972656, "text": "PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT", "probability": 0.15174385556989362 }, { "score": 13.5692777633667, "text": "CO-BRANDING AGREEMENT", "probability": 0.14864929474532299 }, { "score": 13.195987701416016, "text": "PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT", "probability": 0.10233991195773404 }, { "score": 12.781102180480957, "text": "CO-BRANDING AGREEMENT", "probability": 0.06758690303209303 }, { "score": 12.74646282196045, "text": "PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT \"SONGS 4 WORSHIP SERIES\"", 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"text": "10th day of January 2000, by", "probability": 5.579651917306407e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Effective Date": [ { "score": 15.246334075927734, "text": "10th day of January 2000", "probability": 0.568913139216643 }, { "score": 14.459413528442383, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\").", "probability": 0.258994602012744 }, { "score": 13.004127502441406, "text": "the 10th day of January 2000", "probability": 0.0604321467207123 }, { "score": 12.961600303649902, "text": "10th day of January 2000,", "probability": 0.05791601796097379 }, { "text": "", "score": 11.750226974487305, "probability": 0.017246697327608525 }, { "score": 11.566658020019531, "text": "This Agreement, entered into this the 10th day of January 2000", "probability": 0.014354331041535294 }, { "score": 10.758895874023438, "text": "This agreement shall commence 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Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 0.11776739278020228 }, { "text": "", "score": 11.84231948852539, "probability": 0.06705155783326967 }, { "score": 10.207542419433594, "text": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 0.013074774645414275 }, { "score": 7.71267557144165, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term", "probability": 0.001078766141308833 }, { "score": 6.696964263916016, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\"). Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time", "probability": 0.0003906694858313424 }, { "score": 6.474885940551758, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004", "probability": 0.00031286868769117343 }, { "score": 5.904325485229492, "text": "This agreement shall commence as of date first above written", "probability": 0.000176836065369702 }, { "score": 5.299901008605957, "text": "This", "probability": 9.662124479230255e-05 }, { "score": 5.164318084716797, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"", "probability": 8.437032316791401e-05 }, { "score": 4.887245178222656, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\"). 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This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\").", "probability": 1.842015123643461e-05 }, { "score": 3.5154476165771484, "text": "shall Continue through December 31, 2004 (\"the Term\").", "probability": 1.6221625353142238e-05 }, { "score": 3.499791145324707, "text": "This agreement shall commence as of date first above written,", "probability": 1.596962977044667e-05 }, { "score": 2.9237747192382812, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\"). Thereafter, the parties must mutually agree in writing to extend the term for", "probability": 8.977059268884377e-06 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Renewal Term": [ { "score": 15.343178749084473, "text": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 0.7111970395679353 }, { "score": 14.32758617401123, "text": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 0.25758685044819324 }, { "text": "", "score": 11.534103393554688, "probability": 0.015766290781897608 }, { "score": 11.392573356628418, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\"). Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 0.013685599233493707 }, { "score": 8.415196418762207, "text": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time", "probability": 0.0006969561318542245 }, { "score": 8.366500854492188, "text": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time", "probability": 0.0006638305399551147 }, { "score": 6.433497428894043, "text": "There", "probability": 9.606484963070736e-05 }, { "score": 6.049208641052246, "text": ".", "probability": 6.541389466531813e-05 }, { "score": 5.926730155944824, "text": "after, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 5.7873304000282284e-05 }, { "score": 5.5586323738098145, "text": "There", "probability": 4.005119157719051e-05 }, { "score": 5.550874710083008, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\").", "probability": 3.974168995800283e-05 }, { "score": 4.909435749053955, "text": "after, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 2.092535958205279e-05 }, { "score": 4.635591983795166, "text": "Thereafter, the parties must mutually agree in writing to extend the term for", "probability": 1.591270800021989e-05 }, { "score": 4.498363018035889, "text": "the Term\"). Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 1.3872230963774653e-05 }, { "score": 4.47831392288208, "text": ".", "probability": 1.3596874829448964e-05 }, { "score": 4.415895462036133, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\"). Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time", "probability": 1.2774123376973953e-05 }, { "score": 3.80843448638916, "text": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of", "probability": 6.9584763690633145e-06 }, { "score": 3.8019840717315674, "text": "the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 6.913735763955207e-06 }, { "score": 3.779308795928955, "text": "Term. This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\"). Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 6.758728951367857e-06 }, { "score": 3.751920223236084, "text": "additional periods of time.", "probability": 6.576129002549689e-06 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Notice Period To Terminate Renewal": [ { "score": 12.742380142211914, "text": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 0.49155286172069373 }, { "score": 12.226221084594727, "text": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 0.29336290552400923 }, { "text": "", "score": 11.861309051513672, "probability": 0.20366946189365392 }, { "score": 8.525981903076172, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\"). Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 0.007251230992268375 }, { "score": 7.002894401550293, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\"). Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 0.0015810414017738371 }, { "score": 6.892148494720459, "text": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time", "probability": 0.0014152947851629517 }, { "score": 5.985032558441162, "text": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time", "probability": 0.0005713358302643236 }, { "score": 4.669595718383789, "text": "There", "probability": 0.00015332200854624046 }, { "score": 4.154314994812012, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 9.15842777998382e-05 }, { "score": 4.142852783203125, "text": "There", "probability": 9.054051278305745e-05 }, { "score": 3.5499520301818848, "text": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\").", "probability": 5.004370144455502e-05 }, { "score": 3.3682029247283936, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 4.172696435813958e-05 }, { "score": 3.104431390762329, "text": "after, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 3.20525265944235e-05 }, { "score": 2.795316696166992, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 2.3529649777951003e-05 }, { "score": 2.6984758377075195, "text": "Thereafter, the parties must mutually agree in writing to extend the term for", "probability": 2.1357873632663423e-05 }, { "score": 2.664510488510132, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 2.06446273934964e-05 }, { "score": 2.6455650329589844, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.\n\n d. Series Trademark. TL will trademark the series name in joint names of TL and Integrity.\n\n8. Term. This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\"). Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 2.025718722667074e-05 }, { "score": 2.60132098197937, "text": "after, the parties must mutually agree in writing to extend the term for additional periods of time.", "probability": 1.938046508513987e-05 }, { "score": 2.4953126907348633, "text": ".", "probability": 1.7431123462443854e-05 }, { "score": 2.2758936882019043, "text": "Thereafter, the parties must mutually agree in writing to extend the term for", "probability": 1.3996934069525246e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Governing Law": [ { "score": 15.132635116577148, "text": "This Agreement has been entered into in the State of Tennessee, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee.", "probability": 0.9241576383084728 }, { "text": "", "score": 12.31633186340332, "probability": 0.05528930046410581 }, { "score": 10.190611839294434, "text": "Tennessee, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee.", "probability": 0.006598612396922214 }, { "score": 10.189451217651367, "text": "This Agreement has been entered into in the State of Tennessee, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee", "probability": 0.006590958347147248 }, { "score": 9.526805877685547, "text": "This Agreement has been entered into in the State of Tennessee, and the validity, interpretation and legal effect", "probability": 0.0033975460547347983 }, { "score": 9.080835342407227, "text": "This Agreement has been entered into in the State of Tennessee, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee. 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The", "probability": 0.00010737737631427134 }, { "score": 5.6228837966918945, "text": ".", "probability": 6.850362204346987e-05 }, { "score": 5.400174140930176, "text": "b. This Agreement has been entered into in the State of Tennessee, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee.", "probability": 5.48266815278128e-05 }, { "score": 5.316539764404297, "text": "will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee.", "probability": 5.042779888146706e-05 }, { "score": 5.247427940368652, "text": "Tennessee, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee", "probability": 4.7060347341485625e-05 }, { "score": 5.150402069091797, "text": "This Agreement has been entered into in the State of Tennessee, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee", "probability": 4.2708795935106355e-05 }, { "score": 5.027515888214111, "text": "applicable to contracts entered into and performed entirely within the State of Tennessee.", "probability": 3.7770135036116504e-05 }, { "score": 4.825063705444336, "text": "validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee.", "probability": 3.0847833752604105e-05 }, { "score": 4.664180755615234, "text": "has been entered into in the State of Tennessee, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee.", "probability": 2.6263590262243708e-05 }, { "score": 4.584782123565674, "text": "Tennessee, and the validity, interpretation and legal effect", "probability": 2.4258933645421643e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Most Favored Nation": [ { "text": "", "score": 12.156514167785645, "probability": 0.523071504183427 }, { "score": 11.59103012084961, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.", "probability": 0.29714912794060366 }, { "score": 10.278887748718262, "text": "If for any reason, Integrity and TL are subject to lower \"free goods\" limits by any third party license, the foregoing shall be adjusted to comply with any such license(s).", "probability": 0.08000520979030197 }, { "score": 9.41183090209961, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release.", "probability": 0.03361710141976009 }, { "score": 9.119625091552734, "text": "Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.", "probability": 0.025099027434731202 }, { "score": 7.750784873962402, "text": "Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold. If for any reason, Integrity and TL are subject to lower \"free goods\" limits by any third party license, the foregoing shall be adjusted to comply with any such license(s).", "probability": 0.00638523874403131 }, { "score": 7.446798801422119, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate,", "probability": 0.004711483410703285 }, { "score": 7.273993492126465, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.003963777553985258 }, { "score": 7.120907783508301, "text": "Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold.", "probability": 0.0034011438098947903 }, { "score": 7.092085838317871, "text": "If for any reason, Integrity and TL are subject to lower \"free goods\" limits by any third party license, the foregoing shall be adjusted to comply with any such license(s).", "probability": 0.003304515427436361 }, { "score": 6.8860249519348145, "text": "On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement.", "probability": 0.0026891602177111246 }, { "score": 6.799039840698242, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and", "probability": 0.0024651282805022087 }, { "score": 6.6507978439331055, "text": "In the event of such an", "probability": 0.002125488907746756 }, { "score": 6.583261013031006, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.0019866802293602467 }, { "score": 6.566555023193359, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.", "probability": 0.0019537664636442957 }, { "score": 6.5530290603637695, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price,", "probability": 0.0019275178104183007 }, { "score": 6.412233829498291, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release", "probability": 0.0016743714409448807 }, { "score": 6.322378635406494, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL,", "probability": 0.0015304818823806434 }, { "score": 6.293882369995117, "text": "The copyright royalty on recorded products is based on [**]/1/% of the then current statutory mechanical rate, and on song books, [**]/1/ percent ([**]/1/%) of the retail selling price (prorated to each copyright holder).", "probability": 0.001487484407766818 }, { "score": 6.269593715667725, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate,", "probability": 0.0014517906446500281 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Compete": [ { "text": "", "score": 12.031682014465332, "probability": 0.8777102806338274 }, { "score": 9.723591804504395, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.08728916585844448 }, { "score": 7.928850173950195, "text": "such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.01450487387367462 }, { "score": 7.302992820739746, "text": "not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.007757245958569706 }, { "score": 6.303640842437744, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement", "probability": 0.0028555811873922374 }, { "score": 6.181455135345459, "text": "cause of a similar or\n\n 6\n\n9\n\n different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.002527143677063323 }, { "score": 6.040032386779785, "text": "nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.0021938696213503243 }, { "score": 5.490971088409424, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical,", "probability": 0.0012669413839644708 }, { "score": 5.1058831214904785, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records,", "probability": 0.0008620152385926102 }, { "score": 4.508899211883545, "text": "such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement", "probability": 0.0004745130114581729 }, { "score": 4.336084365844727, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency", "probability": 0.00039920465015062193 }, { "score": 4.2624359130859375, "text": "different nature not reasonably within either party's control,", "probability": 0.00037086041068515465 }, { "score": 4.142411708831787, "text": "its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.00032891571615004627 }, { "score": 3.8830418586730957, "text": "not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement", "probability": 0.00025377084781848854 }, { "score": 3.8700926303863525, "text": "In the event of a suspension owing to a \"force majeure,\" which suspension exceeds six (6) consecutive months, the non-suspending party may terminate this Agreement upon ten (10) days written notice to other, but only if such \"force majeure\" does not affect a substantial portion of the United States recording industry or the suspension is not lifted by the suspending party within ten (10) days of the receipt of the written notice from the other party.", "probability": 0.0002505058961029364 }, { "score": 3.8507962226867676, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical", "probability": 0.000245718371763851 }, { "score": 3.6962294578552246, "text": "such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical,", "probability": 0.00021052813140115051 }, { "score": 3.6013684272766113, "text": " different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.0001914751919881715 }, { "score": 3.4473843574523926, "text": "then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.0001641489397098925 }, { "score": 3.3111414909362793, "text": "such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records,", "probability": 0.00014324139989203193 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Exclusivity": [ { "score": 12.647773742675781, "text": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels: Outgoing telemarketing, General Market retail, and General Market catalogs, and exclusive rights within the United States for Television Direct response.", "probability": 0.3334950887877291 }, { "score": 12.505855560302734, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.)", "probability": 0.2893711026543023 }, { "text": "", "score": 12.228144645690918, "probability": 0.21920317555473623 }, { "score": 10.85582447052002, "text": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels: Outgoing telemarketing, General Market retail, and General Market catalogs, and exclusive rights within the United States for Television Direct response. TL will have Internet and e-commerce rights with respect to its own web site and other General Market e-commerce.", "probability": 0.05557196607503781 }, { "score": 10.231741905212402, "text": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels: Outgoing telemarketing, General Market retail, and General Market catalogs, and exclusive rights within the United States for Television Direct response", "probability": 0.029772832050083554 }, { "score": 10.215119361877441, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through", "probability": 0.02928202241256674 }, { "score": 9.835914611816406, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales", "probability": 0.020040776202258317 }, { "score": 8.315336227416992, "text": "TL will have Internet and e-commerce rights with respect to its own web site and other General Market e-commerce.", "probability": 0.0043806215631484 }, { "score": 8.19119930267334, "text": "In addition, TL may cross-sell the products to its internal list by inserts placed in mailings for other TL products and services (but excluding direct mail campaigns for the Product.) TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement.\n\n b. Integrity Distribution. Integrity will hold exclusive worldwide rights to promote and sell the product to/through", "probability": 0.003869222950788413 }, { "score": 7.921760559082031, "text": "TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement.\n\n b. Integrity Distribution. Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.)", "probability": 0.0029553436998483317 }, { "score": 7.689939022064209, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels:", "probability": 0.002343846582362015 }, { "score": 7.413116455078125, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.) Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian", "probability": 0.0017770787267593123 }, { "score": 7.243120193481445, "text": "TL will hold exclusive worldwide", "probability": 0.0014992644029332757 }, { "score": 7.1791911125183105, "text": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels: Outgoing telemarketing, General Market", "probability": 0.001406417243789516 }, { "score": 6.869129657745361, "text": "Time Life Distribution. TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels: Outgoing telemarketing, General Market retail, and General Market catalogs, and exclusive rights within the United States for Television Direct response.", "probability": 0.0010314690559943254 }, { "score": 6.668144702911377, "text": "Integrity will hold exclusive", "probability": 0.000843664056631192 }, { "score": 6.6598286628723145, "text": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels:", "probability": 0.0008366772042941076 }, { "score": 6.625212669372559, "text": "TL will hold exclusive worldwide", "probability": 0.0008082103385670808 }, { "score": 6.591784954071045, "text": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels: Outgoing telemarketing, General Market retail, and General Market catalogs, and exclusive rights", "probability": 0.0007816402758089356 }, { "score": 6.522859573364258, "text": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels: Outgoing telemarketing, General Market retail, and General Market catalogs, and exclusive rights within the United States for Television Direct response. TL will have Internet and e-commerce rights with respect to its own web site and other General Market e-commerce", "probability": 0.0007295801623611066 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.161102294921875, "probability": 0.9993938446659394 }, { "score": 4.245075225830078, "text": "TL specifically agrees to supply Integrity with data on former subscribers to its \"Songs 4 Life\" series, who have subsequently canceled for the express purpose of soliciting Product continuity subscriptions.", "probability": 0.00036462781548618505 }, { "score": 3.1177468299865723, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.00011810201134340866 }, { "score": 2.3022677898406982, "text": "cause of a similar or\n\n 6\n\n9\n\n different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 5.225155827068576e-05 }, { "score": 1.7223591804504395, "text": "The parties hereby agree that they will mutually share mailing list data of purchasers of the products created hereunder in exchange for names of equal value, (i.e., an expired name for an expired name, active buyer for active buyer.) TL specifically agrees to supply Integrity with data on former subscribers to its \"Songs 4 Life\" series, who have subsequently canceled for the express purpose of soliciting Product continuity subscriptions.", "probability": 2.9258235932093432e-05 }, { "score": 0.5292444229125977, "text": "TL specifically agrees to supply Integrity with data on former subscribers to its \"Songs 4 Life\" series, who have subsequently canceled for the express purpose of soliciting Product continuity subscriptions", "probability": 8.87329626537721e-06 }, { "score": 0.30490240454673767, "text": "such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 7.090134625663704e-06 }, { "score": -0.1813061237335205, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement", "probability": 4.3601035199566404e-06 }, { "score": -0.26117467880249023, "text": "TL", "probability": 4.02541191642806e-06 }, { "score": -0.3505886197090149, "text": "REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT.\n\n IN WITNESS WHEREOF, the parties have signed below.\n\nINTEGRITY INCORPORATED", "probability": 3.6811061977046634e-06 }, { "score": -0.5665544271469116, "text": "Product continuity subscriptions.", "probability": 2.9660986302136625e-06 }, { "score": -0.9967851638793945, "text": "cause of a similar or\n\n 6\n\n9\n\n different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement", "probability": 1.9290289856011953e-06 }, { "score": -1.2823295593261719, "text": "different", "probability": 1.4498677778656179e-06 }, { "score": -1.2922630310058594, "text": "d. Mailing Lists. The parties hereby agree that they will mutually share mailing list data of purchasers of the products created hereunder in exchange for names of equal value, (i.e., an expired name for an expired name, active buyer for active buyer.) TL specifically agrees to supply Integrity with data on former subscribers to its \"Songs 4 Life\" series, who have subsequently canceled for the express purpose of soliciting Product continuity subscriptions.", "probability": 1.4355368531129298e-06 }, { "score": -1.3998689651489258, "text": "different nature", "probability": 1.2890853795052703e-06 }, { "score": -1.4622914791107178, "text": "cause of a similar or", "probability": 1.2110774825495905e-06 }, { "score": -1.692479133605957, "text": "TL's responsibilities.", "probability": 9.620612030711711e-07 }, { "score": -1.7524240016937256, "text": "TL specifically agrees to supply Integrity with data on former subscribers to its \"Songs 4 Life\" series,", "probability": 9.060850730155324e-07 }, { "score": -1.7828397750854492, "text": "Mailing Lists. The parties hereby agree that they will mutually share mailing list data of purchasers of the products created hereunder in exchange for names of equal value, (i.e., an expired name for an expired name, active buyer for active buyer.) TL specifically agrees to supply Integrity with data on former subscribers to its \"Songs 4 Life\" series, who have subsequently canceled for the express purpose of soliciting Product continuity subscriptions.", "probability": 8.789406959879264e-07 }, { "score": -1.8070948123931885, "text": "IF EITHER PARTY HAS NOT BEEN\n\n 8\n\n11\n\n REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT.\n\n IN WITNESS WHEREOF, the parties have signed below.\n\nINTEGRITY INCORPORATED", "probability": 8.578784223121833e-07 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Competitive Restriction Exception": [ { "text": "", "score": 12.095547676086426, "probability": 0.6311201821244656 }, { "score": 10.963300704956055, "text": "If for any reason, Integrity and TL are subject to lower \"free goods\" limits by any third party license, the foregoing shall be adjusted to comply with any such license(s).", "probability": 0.2034152255918021 }, { "score": 9.60628890991211, "text": "In addition, TL may cross-sell the products to its internal list by inserts placed in mailings for other TL products and services (but excluding direct mail campaigns for the Product.)", "probability": 0.052364953497848 }, { "score": 9.14730453491211, "text": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels:", "probability": 0.03309072945235165 }, { "score": 8.709033966064453, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.)", "probability": 0.021348523862150692 }, { "score": 8.61063289642334, "text": "In addition, TL may cross-sell the products to its internal list by inserts placed in mailings for other TL products and services (but excluding direct mail campaigns for the Product.) TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement.", "probability": 0.019347854363052065 }, { "score": 7.6022186279296875, "text": "The, parties will mutually agree upon the date the products shall be released to retail (General Market and CBA); and it is hereby agreed that such release shall be simultaneous (i.e., television and direct response will have a period of exclusivity before the products are available at retail).", "probability": 0.007058039058730067 }, { "score": 7.576237201690674, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail", "probability": 0.006877022849742296 }, { "score": 7.109530925750732, "text": "In addition, TL may cross-sell the products to its internal list by inserts placed in mailings for other TL products and services (but excluding direct mail campaigns for the Product.) TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement.\n\n b. Integrity Distribution. Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail", "probability": 0.004312335156402295 }, { "score": 6.9095306396484375, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for", "probability": 0.0035306404000014424 }, { "score": 6.634036540985107, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels:", "probability": 0.002680451290325418 }, { "score": 6.573369979858398, "text": "TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement.", "probability": 0.0025226718836747074 }, { "score": 6.4097089767456055, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.002141823583564107 }, { "score": 6.389042377471924, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales", "probability": 0.0020980136344671604 }, { "score": 6.167330265045166, "text": "In addition, TL may cross-sell the products to its internal list by inserts placed in mailings for other TL products and services (but excluding direct mail campaigns for the Product.) TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement.\n\n b. Integrity Distribution. Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels:", "probability": 0.0016808151705832051 }, { "score": 6.13098669052124, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.) Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian e-commerce.", "probability": 0.0016208250695657746 }, { "score": 5.988892555236816, "text": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels: Outgoing telemarketing, General Market retail, and General Market catalogs, and exclusive rights within the United States for Television Direct response.", "probability": 0.001406129910731071 }, { "score": 5.869591236114502, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.", "probability": 0.0012479970016100533 }, { "score": 5.75259256362915, "text": "TL may purchase from", "probability": 0.0011102011275519186 }, { "score": 5.673295021057129, "text": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels", "probability": 0.0010255649713806177 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.239459991455078, "probability": 0.9997341950309362 }, { "score": 3.2029595375061035, "text": "TL specifically agrees to supply Integrity with data on former subscribers to its \"Songs 4 Life\" series, who have subsequently canceled for the express purpose of soliciting Product continuity subscriptions.", "probability": 0.00011895488025758133 }, { "score": 2.465311288833618, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 5.688865947569443e-05 }, { "score": 2.4149773120880127, "text": "cause of a similar or\n\n 6\n\n9\n\n different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 5.4096096957982074e-05 }, { "score": 0.6405763626098633, "text": "subsequently canceled for the express purpose of soliciting Product continuity subscriptions.", "probability": 9.173887092998129e-06 }, { "score": 0.4689871668815613, "text": "The parties hereby agree that they will mutually share mailing list data of purchasers of the products created hereunder in exchange for names of equal value, (i.e., an expired name for an expired name, active buyer for active buyer.) TL specifically agrees to supply Integrity with data on former subscribers to its \"Songs 4 Life\" series, who have subsequently canceled for the express purpose of soliciting Product continuity subscriptions.", "probability": 7.72739566450287e-06 }, { "score": -0.5365297198295593, "text": "such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 2.8271100506558045e-06 }, { "score": -0.6135809421539307, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement", "probability": 2.6174584351923523e-06 }, { "score": -0.6639149188995361, "text": "cause of a similar or\n\n 6\n\n9\n\n different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement", "probability": 2.4889720833402555e-06 }, { "score": -1.0556755065917969, "text": "TL's responsibilities.", "probability": 1.6822113701455314e-06 }, { "score": -1.1258752346038818, "text": "Product continuity subscriptions.", "probability": 1.5681702464930273e-06 }, { "score": -1.257368564605713, "text": "TL", "probability": 1.374948342885161e-06 }, { "score": -1.4052300453186035, "text": "Product continuity subscriptions.", "probability": 1.1859624996447991e-06 }, { "score": -1.4727654457092285, "text": "cause of a similar or", "probability": 1.1085127815489942e-06 }, { "score": -1.6145331859588623, "text": "In the event of such an", "probability": 9.6199265858783e-07 }, { "score": -1.871495246887207, "text": "TL specifically agrees to supply Integrity with data on former subscribers to its \"Songs 4 Life\" series, who have subsequently canceled for the express purpose of soliciting Product continuity subscriptions", "probability": 7.440027702665164e-07 }, { "score": -2.0453853607177734, "text": "different nature", "probability": 6.252519224681125e-07 }, { "score": -2.07442569732666, "text": "different", "probability": 6.073555127690447e-07 }, { "score": -2.095719337463379, "text": "cause of a similar or\n\n 6\n\n9\n\n different nature", "probability": 5.945594241933369e-07 }, { "score": -2.1247596740722656, "text": "cause of a similar or\n\n 6\n\n9\n\n different", "probability": 5.77541517229047e-07 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Disparagement": [ { "score": 12.717565536499023, "text": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks.", "probability": 0.5298156055707072 }, { "text": "", "score": 11.87077808380127, "probability": 0.22717975566610615 }, { "score": 10.78637981414795, "text": "It is understood that TL will not acquire and will not claim any title to the Integrity Trademarks adverse to Integrity by virtue of this license, or through TL's use of the Integrity Trademarks.", "probability": 0.07681065055510027 }, { "score": 10.31966781616211, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks. It is understood that Integrity will not acquire and will not claim any title to the TL Trademarks adverse to TL by virtue of this license, or through Integrity's use of the TL Trademarks.", "probability": 0.048164937166198046 }, { "score": 10.031062126159668, "text": "It is understood that Integrity will not acquire and will not claim any title to the TL Trademarks adverse to TL by virtue of this license, or through Integrity's use of the TL Trademarks.", "probability": 0.036090353791948464 }, { "score": 9.812740325927734, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks.", "probability": 0.02901183416556262 }, { "score": 8.972768783569336, "text": "suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks.", "probability": 0.012525070542149632 }, { "score": 8.885644912719727, "text": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time", "probability": 0.011480023158877549 }, { "score": 8.402751922607422, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks.", "probability": 0.007083126583757414 }, { "score": 8.265029907226562, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time", "probability": 0.006171817732539859 }, { "score": 7.904498100280762, "text": "any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks.", "probability": 0.0043036418055311 }, { "score": 7.474337577819824, "text": "any act or thing which will in any way impair TL's rights in and to the TL Trademarks.", "probability": 0.0027991087790349206 }, { "score": 7.460680961608887, "text": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks", "probability": 0.002761142261855108 }, { "score": 7.376969814300537, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done", "probability": 0.002539413908688601 }, { "score": 6.050086498260498, "text": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time do", "probability": 0.0006737137198849184 }, { "score": 5.925495147705078, "text": "TL will not acquire and will not claim any title to the Integrity Trademarks adverse to Integrity by virtue of this license, or through TL's use of the Integrity Trademarks.", "probability": 0.0005947932833152529 }, { "score": 5.916603088378906, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done", "probability": 0.0005895277913811312 }, { "score": 5.773365497589111, "text": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time do or suffer to be done", "probability": 0.0005108542232283545 }, { "score": 5.683737754821777, "text": "adverse to TL by virtue of this license, or through Integrity's use of the TL Trademarks.", "probability": 0.0004670594396329208 }, { "score": 5.595398902893066, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks. It is understood that Integrity will not acquire and will not claim any title to the TL Trademarks", "probability": 0.00042756985450059977 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Termination For Convenience": [ { "score": 12.056804656982422, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.4480583738478191 }, { "text": "", "score": 11.83456802368164, "probability": 0.35877192830233245 }, { "score": 10.771707534790039, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.12394357237013029 }, { "score": 9.23349380493164, "text": "the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.02661866524481376 }, { "score": 8.680213928222656, "text": "In the event of such an", "probability": 0.01530734523529177 }, { "score": 8.209471702575684, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.009560027162142352 }, { "score": 7.207012176513672, "text": "in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.003508298079409726 }, { "score": 6.793091297149658, "text": "then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.002319171854907421 }, { "score": 6.669546127319336, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.002049641691072956 }, { "score": 6.5716423988342285, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 0.0018584843027867313 }, { "score": 6.373312473297119, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party,", "probability": 0.0015241415583526618 }, { "score": 6.205592155456543, "text": "other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.0012887993147294794 }, { "score": 6.1179094314575195, "text": "In the event of a suspension owing to a \"force majeure,\" which suspension exceeds six (6) consecutive months, the non-suspending party may terminate this Agreement upon ten (10) days written notice to other, but only if such \"force majeure\" does not affect a substantial portion of the United States recording industry or the suspension is not lifted by the suspending party within ten (10) days of the receipt of the written notice from the other party.", "probability": 0.0011806065090729763 }, { "score": 6.0267133712768555, "text": "the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.0010777033369610417 }, { "score": 5.559248924255371, "text": "other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.0006752770620480793 }, { "score": 5.286545276641846, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 0.0005141008340119421 }, { "score": 5.217865943908691, "text": "the suspension is not lifted by the suspending party within ten (10) days of the receipt of the written notice from the other party.", "probability": 0.00047997791316453555 }, { "score": 5.121270656585693, "text": "such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.00043578316919262424 }, { "score": 5.088215351104736, "text": "assignment by either party of its rights to an unrelated third party,", "probability": 0.0004216137016204229 }, { "score": 5.0516815185546875, "text": "In the event of a suspension owing to a \"force majeure,\" which suspension exceeds six (6) consecutive months, the non-suspending party", "probability": 0.0004064885101394124 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.281551361083984, "probability": 0.9971556950759403 }, { "score": 5.822352886199951, "text": "TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement.", "probability": 0.0015615961112702532 }, { "score": 4.735550403594971, "text": "TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement", "probability": 0.0005267158625151361 }, { "score": 4.587591171264648, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release.", "probability": 0.0004542746679086964 }, { "score": 2.7678728103637695, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for confidential treatment.\n\n 3\n\n6\n\n c. TL may purchase from Integrity limited", "probability": 7.362492693652919e-05 }, { "score": 2.7135398387908936, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement", "probability": 6.973139717952766e-05 }, { "score": 1.9825118780136108, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.", "probability": 3.356966115472531e-05 }, { "score": 1.751259207725525, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release", "probability": 2.6638833227856267e-05 }, { "score": 1.301137924194336, "text": "TL may purchase from Integrity limited", "probability": 1.6983610035324335e-05 }, { "score": 1.1491776704788208, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during", "probability": 1.4589301844038774e-05 }, { "score": 1.0534911155700684, "text": "TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement.", "probability": 1.3258010752046664e-05 }, { "score": 0.5669454336166382, "text": "In addition, TL may cross-sell the products to its internal list by inserts placed in mailings for other TL products and services (but excluding direct mail campaigns for the Product.) TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement.", "probability": 8.150312522617531e-06 }, { "score": 0.4469645023345947, "text": "TL may purchase from", "probability": 7.228816584891627e-06 }, { "score": 0.4278608560562134, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 7.092030545867373e-06 }, { "score": 0.2895183563232422, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set", "probability": 6.175742977738118e-06 }, { "score": 0.27021002769470215, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL,", "probability": 6.057643523383614e-06 }, { "score": 0.21280884742736816, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 5.71971904776465e-06 }, { "score": 0.08083772659301758, "text": "In consideration of the above pricing,", "probability": 5.012569038613878e-06 }, { "score": -0.1553812026977539, "text": "TL", "probability": 3.957963544439899e-06 }, { "score": -0.1630457639694214, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 3.927743450165679e-06 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Change Of Control": [ { "score": 13.143686294555664, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.3118341566048335 }, { "score": 12.683509826660156, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.19682106751072706 }, { "text": "", "score": 12.325481414794922, "probability": 0.13758839969218753 }, { "score": 12.02906608581543, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.10229402743445475 }, { "score": 11.655107498168945, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 0.07037884358610726 }, { "score": 11.302175521850586, "text": "In the event of such an", "probability": 0.04944993405202892 }, { "score": 10.841999053955078, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 0.031211426337715453 }, { "score": 10.503303527832031, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,\n\n 7\n\n10\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 0.02224436527382771 }, { "score": 10.427324295043945, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 0.020616866390797836 }, { "score": 10.220660209655762, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,", "probability": 0.01676754901569801 }, { "score": 10.183052062988281, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.016148663092244515 }, { "score": 9.77794361114502, "text": "\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.010769615760875373 }, { "score": 8.207783699035645, "text": "the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.002240208409789409 }, { "score": 8.103533744812012, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party,", "probability": 0.0020184279127580234 }, { "score": 8.085314750671387, "text": "\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 0.0019819871514323035 }, { "score": 8.003288269042969, "text": "owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,\n\n 7\n\n10\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.0018259008316434467 }, { "score": 7.936432838439941, "text": "\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 0.0017078205766145496 }, { "score": 7.8356547355651855, "text": "subsidiary or otherwise, or to any person, firm or corporation into", "probability": 0.0015440980263456202 }, { "score": 7.650156497955322, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate", "probability": 0.001282667252085966 }, { "score": 7.643356800079346, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party,", "probability": 0.001273975087832582 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Anti-Assignment": [ { "text": "", "score": 12.180097579956055, "probability": 0.31192427964778086 }, { "score": 12.041940689086914, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.271674205378957 }, { "score": 11.215463638305664, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.11888141970889028 }, { "score": 10.87282657623291, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,", "probability": 0.08439342208599591 }, { "score": 10.469243049621582, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,\n\n 7\n\n10\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 0.05636824311484642 }, { "score": 9.985172271728516, "text": "In the event of such an", "probability": 0.034738033628439566 }, { "score": 9.885222434997559, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,\n\n 7\n\n10\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 0.03143384944110149 }, { "score": 9.671957969665527, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 0.025396740896424956 }, { "score": 9.449445724487305, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.020330223261404087 }, { "score": 9.087937355041504, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 0.014162537015857849 }, { "score": 8.476404190063477, "text": "In the event of such an", "probability": 0.00768343778320467 }, { "score": 8.192038536071777, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party,", "probability": 0.005781721183878627 }, { "score": 7.763906002044678, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,\n\n 7\n\n10\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate", "probability": 0.0037680924312760867 }, { "score": 7.739346027374268, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 0.0036766753720639416 }, { "score": 7.39267635345459, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 0.0025995523013612643 }, { "score": 7.365560531616211, "text": "assignment by either party of its rights to an unrelated third party,", "probability": 0.0025300104080335528 }, { "score": 6.966620922088623, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate", "probability": 0.0016977159808923283 }, { "score": 6.912868022918701, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 0.0016088681315556293 }, { "score": 6.19597864151001, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party", "probability": 0.0007855599734536772 }, { "score": 5.8671369552612305, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,\n\n 7\n\n10", "probability": 0.000565412254581807 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Revenue/Profit Sharing": [ { "score": 12.696466445922852, "text": "On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement.", "probability": 0.3191514915941141 }, { "text": "", "score": 12.159591674804688, "probability": 0.18656712879096102 }, { "score": 11.955230712890625, "text": "The copyright royalty on recorded products is based on [**]/1/% of the then current statutory mechanical rate, and on song books, [**]/1/ percent ([**]/1/%) of the retail selling price (prorated to each copyright holder).", "probability": 0.15208356694511754 }, { "score": 11.248693466186523, "text": "On sales of recorded products pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent ([**]/1/%) of Integrity's net receipts, whichever is less, on subject products outside the United States.", "probability": 0.07503036555028864 }, { "score": 11.223074913024902, "text": "The parties agree to share equally in costs of additional products created (excluding the Product, and song books, which such song books shall be created at Integrity's sole discretion and expense), by mutual agreement under the \"Songs 4 Worship\" branding.", "probability": 0.07313260882445351 }, { "score": 10.993575096130371, "text": "On sales of recorded products pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this", "probability": 0.0581353862167413 }, { "score": 10.30506420135498, "text": "Integrity will pay and be responsible for all royalties due to owners of the recorded masters, which such royalties will be inclusive of all performer, artist, producer and other fees.", "probability": 0.029202772131233682 }, { "score": 9.685214042663574, "text": "Integrity will pay and be responsible for all royalties to the copyright owners of the compositions embodied in the recorded masters (or song books), such royalties commonly known as mechanical royalties or print royalties.\n\n c. On sales of recorded products pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this", "probability": 0.015711822934075376 }, { "score": 9.590211868286133, "text": "Integrity will pay and be responsible for all royalties due to owners of the recorded masters, which such royalties will be inclusive of all performer, artist, producer and other fees.\n\n b. Integrity will pay and be responsible for all royalties to the copyright owners of the compositions embodied in the recorded masters (or song books), such royalties commonly known as mechanical royalties or print royalties.\n\n c. On sales of recorded products pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this", "probability": 0.014287875460137519 }, { "score": 9.57693099975586, "text": "Integrity will pay and be responsible for all royalties due to owners of the recorded masters, which such royalties will be inclusive of all performer, artist, producer and other fees.\n\n b. Integrity will pay and be responsible for all royalties to the", "probability": 0.01409937456305446 }, { "score": 9.329305648803711, "text": "Royalties payable by TL. On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement.", "probability": 0.011006710015343207 }, { "score": 9.17211627960205, "text": "The copyright royalty on recorded products is based on [**]/1/% of the then current statutory mechanical rate, and on song books, [**]/1/ percent ([**]/1/%) of the retail selling price (prorated to each copyright holder). Integrity may adjust the prices charged to TL on each volume to accurately reflect the then-current royalty obligation to all parties, including Integrity.", "probability": 0.009405698406086802 }, { "score": 9.07587718963623, "text": "Master Lease royalty [**]/1/ [**]/1/ -None-\n\n Copyright royalty [**]/1/ [**]/1/ [**]/1/ (Based on 75% of $.075 statutory rate X 22)", "probability": 0.008542695830883582 }, { "score": 8.813369750976562, "text": "Integrity will pay and be responsible for all royalties to the copyright owners of the compositions embodied in the recorded masters (or song books), such royalties commonly known as mechanical royalties or print royalties.", "probability": 0.006570363711432709 }, { "score": 8.718367576599121, "text": "Integrity will pay and be responsible for all royalties due to owners of the recorded masters, which such royalties will be inclusive of all performer, artist, producer and other fees.\n\n b. Integrity will pay and be responsible for all royalties to the copyright owners of the compositions embodied in the recorded masters (or song books), such royalties commonly known as mechanical royalties or print royalties.", "probability": 0.005974897937091729 }, { "score": 8.703856468200684, "text": "Integrity will pay and be responsible for all royalties due to owners of the recorded masters, which such royalties will be inclusive of all performer, artist, producer and other fees.", "probability": 0.005888821587512338 }, { "score": 8.593549728393555, "text": "On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement", "probability": 0.005273789465472194 }, { "score": 8.406771659851074, "text": "On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement.\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n6. Accountings. Accounting statements and, if applicable, royalty payments for products sold will be rendered by each party quarterly within sixty (60) days after the expiration of each calendar quarter.", "probability": 0.0043752825442421655 }, { "score": 8.069754600524902, "text": "Integrity will pay and be responsible for all royalties due to owners of the recorded masters, which such royalties will be inclusive of all performer, artist, producer and other fees", "probability": 0.0031234996001535654 }, { "score": 7.8210954666137695, "text": "Copyright royalty [**]/1/ [**]/1/ [**]/1/ (Based on 75% of $.075 statutory rate X 22)", "probability": 0.0024358478916045962 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Price Restrictions": [ { "score": 13.451814651489258, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.", "probability": 0.32082015725410934 }, { "score": 12.689444541931152, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold.", "probability": 0.149681634039687 }, { "text": "", "score": 12.079874038696289, "probability": 0.08136458426220722 }, { "score": 11.988138198852539, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release.", "probability": 0.07423266301824497 }, { "score": 11.87835693359375, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.", "probability": 0.0665147009705334 }, { "score": 11.788785934448242, "text": "The parties agree that the initial suggested retail selling price for the products will be $19.95 for CD's,", "probability": 0.060815943992364695 }, { "score": 11.733139038085938, "text": "The parties agree that the initial suggested retail selling price for the products will be $19.95 for CD's, $17.95 for Cassettes, and $19.95 for song books.", "probability": 0.05752416353660243 }, { "score": 11.389708518981934, "text": "If for any reason, Integrity and TL are subject to lower \"free goods\" limits by any third party license, the foregoing shall be adjusted to comply with any such license(s).", "probability": 0.04080377394744657 }, { "score": 11.02616024017334, "text": "c. TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold.", "probability": 0.028366994307090092 }, { "score": 10.963208198547363, "text": "TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.", "probability": 0.026636281574942095 }, { "score": 10.814674377441406, "text": "Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.", "probability": 0.022959698373072518 }, { "score": 10.65372371673584, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold", "probability": 0.019546373560497484 }, { "score": 10.12380599975586, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for confidential treatment.\n\n 3\n\n6\n\n c. TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set", "probability": 0.011506039329613204 }, { "score": 10.01729965209961, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set", "probability": 0.010343576602806995 }, { "score": 9.553691864013672, "text": "The parties agree that the initial suggested retail selling price for the products will be $19.95 for CD's", "probability": 0.006506215305481171 }, { "score": 9.446860313415527, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release", "probability": 0.005846986324376246 }, { "score": 9.208657264709473, "text": "TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for confidential treatment.\n\n 3\n\n6\n\n c. TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set", "probability": 0.004607674678289657 }, { "score": 9.09900951385498, "text": "The parties agree that the initial suggested retail selling price for the products will be $19.95 for CD's, $17.95 for Cassettes, and $19.95 for song books. Any change in the suggested retail selling price will be mutually agreed by the parties.", "probability": 0.004129166500382444 }, { "score": 9.089241981506348, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for confidential treatment.\n\n4\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n d. TL's responsibilities.", "probability": 0.0040890310641946035 }, { "score": 8.990439414978027, "text": "c. TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold", "probability": 0.0037043413580578233 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Minimum Commitment": [ { "score": 14.424903869628906, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.", "probability": 0.38555476225608293 }, { "score": 14.142196655273438, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release.", "probability": 0.2906082161226194 }, { "score": 14.00349235534668, "text": "TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.", "probability": 0.2529702072203778 }, { "text": "", "score": 12.26146125793457, "probability": 0.04431134000551925 }, { "score": 10.618858337402344, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release", "probability": 0.00857317125707578 }, { "score": 10.596406936645508, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for confidential treatment.\n\n 3\n\n6\n\n c. TL may purchase from Integrity limited quantities of the", "probability": 0.008382836192871243 }, { "score": 10.174995422363281, "text": "TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for confidential treatment.\n\n 3\n\n6\n\n c. TL may purchase from Integrity limited quantities of the", "probability": 0.00550014684398225 }, { "score": 8.691256523132324, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for", "probability": 0.0012473681997473864 }, { "score": 8.481565475463867, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units", "probability": 0.0010114094406789421 }, { "score": 8.06015396118164, "text": "TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units", "probability": 0.0006636060057877334 }, { "score": 7.255348205566406, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set", "probability": 0.00029674786918933843 }, { "score": 6.808690547943115, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.", "probability": 0.00018984827401923233 }, { "score": 6.374627590179443, "text": "b. In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.", "probability": 0.00012299727954237795 }, { "score": 6.1934990882873535, "text": "TL may purchase from", "probability": 0.00010262009135033995 }, { "score": 6.091920375823975, "text": "b. In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release.", "probability": 9.270802359329868e-05 }, { "score": 6.078354835510254, "text": "In", "probability": 9.145888096512621e-05 }, { "score": 6.02581262588501, "text": "TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.", "probability": 8.677749147998843e-05 }, { "score": 5.743105411529541, "text": "TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release.", "probability": 6.540770460473639e-05 }, { "score": 5.7389702796936035, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL", "probability": 6.513779356658083e-05 }, { "score": 5.709292411804199, "text": "c. TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for", "probability": 6.32330469462995e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Volume Restriction": [ { "score": 13.282596588134766, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.", "probability": 0.38933666885732005 }, { "score": 12.97216796875, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold.", "probability": 0.2854354253404351 }, { "text": "", "score": 12.156949996948242, "probability": 0.1263174080437708 }, { "score": 11.227967262268066, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release.", "probability": 0.04988972731269328 }, { "score": 10.88693618774414, "text": "c. TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold.", "probability": 0.03547343269651892 }, { "score": 10.545509338378906, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release. TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.", "probability": 0.025212935900605325 }, { "score": 10.354217529296875, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set", "probability": 0.020823150719302498 }, { "score": 10.190027236938477, "text": "Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.", "probability": 0.017670120234616192 }, { "score": 9.876956939697266, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold", "probability": 0.012920365578664059 }, { "score": 8.947399139404297, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for confidential treatment.\n\n4\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n d. TL's responsibilities.", "probability": 0.005100032912921159 }, { "score": 8.940056800842285, "text": "TL's initial order for each recorded Product shall be a minimum of five thousand (5,000) units.", "probability": 0.005062723879983194 }, { "score": 8.69594955444336, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release", "probability": 0.003966156176876822 }, { "score": 8.659588813781738, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above", "probability": 0.003824534144604088 }, { "score": 8.624258995056152, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price,", "probability": 0.0036917730679849334 }, { "score": 8.54312801361084, "text": "TL may purchase from", "probability": 0.0034040839325056235 }, { "score": 8.338678359985352, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate,", "probability": 0.002774654441349075 }, { "score": 8.268986701965332, "text": "c. TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set", "probability": 0.0025878684789713384 }, { "score": 8.264189720153809, "text": "If for any reason, Integrity and TL are subject to lower \"free goods\" limits by any third party license, the foregoing shall be adjusted to comply with any such license(s).", "probability": 0.0025754842481598953 }, { "score": 8.107011795043945, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL,", "probability": 0.002200885212740846 }, { "score": 7.867757320404053, "text": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate,", "probability": 0.0017325688199765336 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Ip Ownership Assignment": [ { "score": 12.718034744262695, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.5225535759466948 }, { "text": "", "score": 12.281808853149414, "probability": 0.3378160866866928 }, { "score": 10.727710723876953, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.07140754213385056 }, { "score": 9.707113265991211, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,", "probability": 0.02573381891678592 }, { "score": 9.078051567077637, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,", "probability": 0.013718486997879718 }, { "score": 8.584344863891602, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.008373212615659063 }, { "score": 8.090015411376953, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL", "probability": 0.0051074904780147885 }, { "score": 7.810341835021973, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,\n\n 7\n\n10\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 0.003861418515530979 }, { "score": 7.31685733795166, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 0.002357378295890564 }, { "score": 7.2396159172058105, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,\n\n 7\n\n10\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.0021821457664215776 }, { "score": 6.816385746002197, "text": "At its sole expense, TL will create all artwork for Product covers and packaging, and furnish Integrity with the same for manufacturing of the Products.", "probability": 0.0014291480793244345 }, { "score": 6.746131420135498, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.0013321899834326406 }, { "score": 6.509953022003174, "text": "TL's responsibilities. At its sole expense, TL will create all artwork for Product covers and packaging, and furnish Integrity with the same for manufacturing of the Products.", "probability": 0.0010519502202267503 }, { "score": 6.332899570465088, "text": "Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to any person, firm or corporation that is related to it as an affiliate,\n\n 7\n\n10\n\n subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 0.0008812555231084006 }, { "score": 5.839415073394775, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 0.0005380024555623079 }, { "score": 5.578717231750488, "text": "TL's responsibilities.", "probability": 0.0004145382635040879 }, { "score": 5.496549129486084, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.00038183828469733397 }, { "score": 5.321539402008057, "text": "assignment by either party of its rights to an unrelated third party,", "probability": 0.00032053371088785364 }, { "score": 5.151853561401367, "text": "Sound Recording Copyright. The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.0002705079836855526 }, { "score": 5.145813941955566, "text": "Sound Recording Copyright. The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.00026887914214981614 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Joint Ip Ownership": [ { "score": 13.959080696105957, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.47138762249253946 }, { "score": 13.766305923461914, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.38873814218222297 }, { "text": "", "score": 12.200521469116211, "probability": 0.08121674996544463 }, { "score": 11.616104125976562, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.\n\n d. Series Trademark. TL will trademark the series name in joint names of TL and Integrity.", "probability": 0.04527269824800411 }, { "score": 9.386945724487305, "text": "TL will trademark the series name in joint names of TL and Integrity.", "probability": 0.004872200882649418 }, { "score": 9.329113960266113, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL", "probability": 0.004598425661464487 }, { "score": 8.126564979553223, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.\n\n d. Series Trademark. TL will trademark the series name in joint names of TL and Integrity", "probability": 0.0013814933015552317 }, { "score": 7.499377250671387, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL", "probability": 0.0007378441082065952 }, { "score": 6.943511009216309, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be", "probability": 0.0004232090755347784 }, { "score": 6.349061489105225, "text": "Sound Recording Copyright. The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.00023355481544903414 }, { "score": 6.2240986824035645, "text": "The parties hereby agree that they will mutually share mailing list data of purchasers of the products created hereunder in exchange for names of equal value, (i.e., an expired name for an expired name, active buyer for active buyer.)", "probability": 0.00020611906732288915 }, { "score": 5.897406101226807, "text": "TL will trademark the series name in joint names of TL and Integrity", "probability": 0.0001486748069839153 }, { "score": 5.865887641906738, "text": "Sound Recording Copyright. The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.00014406188411094633 }, { "score": 5.638478755950928, "text": "The", "probability": 0.00011475897645565715 }, { "score": 5.607680320739746, "text": "The", "probability": 0.00011127845202226944 }, { "score": 5.544785499572754, "text": "TL and Integrity will jointly develop the repertoire, and all repertoire selections are subject to master, mechanical and print rights clearance in accordance with the financial terms established below.", "probability": 0.00010449516639022194 }, { "score": 5.449226379394531, "text": "c. Sound Recording Copyright. The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 9.497196051092067e-05 }, { "score": 5.341612339019775, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 8.528236183889994e-05 }, { "score": 5.14604377746582, "text": "the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 7.013339655110551e-05 }, { "score": 4.960958480834961, "text": "The parties hereby agree that the copyright in the Product sound recording compilation", "probability": 5.8283194742550256e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__License Grant": [ { "text": "", "score": 11.903075218200684, "probability": 0.38612478103964715 }, { "score": 11.588586807250977, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 0.28193376662218683 }, { "score": 11.359657287597656, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 0.2242457735160951 }, { "score": 10.54283332824707, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 0.09907911716077296 }, { "score": 6.65989875793457, "text": "Sound Recording Copyright and Trademark License.\n\n a. Integrity Trademarks. Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 0.0020400700059333312 }, { "score": 6.044068336486816, "text": "TL warrants that it has all rights to grant Integrity the right to use the TL Trademarks and will indemnify and hold Integrity harmless with respect thereto.", "probability": 0.0011020297452799973 }, { "score": 6.017664909362793, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein", "probability": 0.0010733131596232764 }, { "score": 5.9667253494262695, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.) Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian e-commerce. Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 0.0010200082498921276 }, { "score": 5.624144077301025, "text": "Integrity Trademarks. Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 0.0007241399843528114 }, { "score": 5.348488807678223, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.\n\n c. Selling Price. The parties agree that the initial suggested retail selling price for the products will be $19.95 for CD's, $17.95 for Cassettes, and $19.95 for song books. Any change in the suggested retail selling price will be mutually agreed by the parties. The parties acknowledge that they cannot control the prices set by independent retailers and resellers, but agree that sales by the parties hereto via e-commerce will be the same, and such will be mutually agreed.", "probability": 0.0005496762412483947 }, { "score": 5.112919330596924, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during", "probability": 0.0004343106126866468 }, { "score": 5.049930572509766, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world", "probability": 0.00040779769973648463 }, { "score": 5.010724067687988, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks')", "probability": 0.0003921187441370689 }, { "score": 4.1967267990112305, "text": "a. Integrity Trademarks. Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 0.00017374130568330247 }, { "score": 3.994070053100586, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement", "probability": 0.0001418699365451904 }, { "score": 3.9098057746887207, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world", "probability": 0.00013040518613003955 }, { "score": 3.858290433883667, "text": "distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 0.00012385742167317685 }, { "score": 3.729184865951538, "text": "Integrity", "probability": 0.0001088559567854672 }, { "score": 3.6296768188476562, "text": "Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian e-commerce. Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 9.854541065285674e-05 }, { "score": 3.601651668548584, "text": "Integrity shall have the right to license", "probability": 9.582200093820252e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Transferable License": [ { "text": "", "score": 12.06463623046875, "probability": 0.7671398683557309 }, { "score": 10.44346809387207, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.15163874369768898 }, { "score": 9.654169082641602, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.06886871386876309 }, { "score": 6.505062580108643, "text": "In the event of such an", "probability": 0.0029538089059322464 }, { "score": 6.326107025146484, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this", "probability": 0.002469806820159694 }, { "score": 6.045179843902588, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 0.001864909927859742 }, { "score": 5.883875846862793, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party,", "probability": 0.0015871004877231398 }, { "score": 5.255880832672119, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 0.0008469731750669044 }, { "score": 5.094576835632324, "text": "assignment by either party of its rights to an unrelated third party,", "probability": 0.0007208023932715096 }, { "score": 4.53267240524292, "text": "In the event of such an", "probability": 0.00041094549749360183 }, { "score": 3.8629305362701416, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 0.00021033862398830917 }, { "score": 3.812394618988037, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate", "probability": 0.00019997309048952255 }, { "score": 3.7575254440307617, "text": "TL Trademarks. TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this", "probability": 0.00018929632321841306 }, { "score": 3.640904664993286, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party", "probability": 0.00016845907735744115 }, { "score": 3.5553436279296875, "text": "If for any reason, Integrity and TL are subject to lower \"free goods\" limits by any third party license, the foregoing shall be adjusted to comply with any such license(s).", "probability": 0.00015464494608252076 }, { "score": 3.530306100845337, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate", "probability": 0.00015082108877744854 }, { "score": 3.285621404647827, "text": "In", "probability": 0.00011808557761111889 }, { "score": 3.2572617530822754, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.\n\n13. Miscellaneous\n\n a. This Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof and cannot be changed or terminated except by an instrument signed by the party to be bound.", "probability": 0.00011478375237532998 }, { "score": 3.1066298484802246, "text": "the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 9.873288175474892e-05 }, { "score": 3.048868417739868, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice,", "probability": 9.319150865557741e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.22445297241211, "probability": 0.6410902453066677 }, { "score": 10.747118949890137, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 0.14632588345764802 }, { "score": 10.02292251586914, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 0.0709261914140418 }, { "score": 9.822710037231445, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 0.05805711690161363 }, { "score": 9.664009094238281, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.049537321597478576 }, { "score": 9.053449630737305, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.02690109235150768 }, { "score": 7.107027530670166, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.) Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian e-commerce. Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 0.003841046262108982 }, { "score": 5.572214126586914, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.\n\n c. Selling Price. The parties agree that the initial suggested retail selling price for the products will be $19.95 for CD's, $17.95 for Cassettes, and $19.95 for song books. Any change in the suggested retail selling price will be mutually agreed by the parties. The parties acknowledge that they cannot control the prices set by independent retailers and resellers, but agree that sales by the parties hereto via e-commerce will be the same, and such will be mutually agreed.", "probability": 0.0008277297137933444 }, { "score": 5.220728874206543, "text": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL", "probability": 0.0005824255791124927 }, { "score": 4.824026107788086, "text": "Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian e-commerce. Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 0.0003917009436092522 }, { "score": 4.456292629241943, "text": "TL Trademarks. TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 0.0002711752175384484 }, { "score": 4.142822265625, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein", "probability": 0.00019820360442265826 }, { "score": 4.1106061935424805, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to", "probability": 0.00019192002243581955 }, { "score": 4.029222011566162, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world", "probability": 0.0001769194516296888 }, { "score": 3.9460229873657227, "text": "Sound Recording Copyright. The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.000162795616781042 }, { "score": 3.6248531341552734, "text": "distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 0.00011807566833756095 }, { "score": 3.516108751296997, "text": "c. Sound Recording Copyright. The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "probability": 0.00010590911208947661 }, { "score": 3.4984261989593506, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks')", "probability": 0.000104052828950959 }, { "score": 3.4605958461761475, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.00010019000048049756 }, { "score": 3.3533921241760254, "text": "Integrity shall have the right to license", "probability": 9.000494975240472e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.265780448913574, "probability": 0.9829109059039253 }, { "score": 7.347283363342285, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 0.00718518592181111 }, { "score": 7.271737098693848, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 0.006662369026122697 }, { "score": 4.889244556427002, "text": "Integrity shall have the right to license distribution of the Product through all channels of", "probability": 0.0006150710980106312 }, { "score": 4.878121852874756, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 0.0006082677504720913 }, { "score": 4.779510974884033, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and", "probability": 0.0005511485018074955 }, { "score": 4.477537155151367, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.0004074957350007493 }, { "score": 3.9051098823547363, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.0002298905195343458 }, { "score": 3.8286619186401367, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.00021297083466081346 }, { "score": 3.1329360008239746, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein. Integrity will honor the notice requirement relating to the Integrity Trademarks and will place such trademarks on all products and advertising produced hereunder in accordance with the applicable regulations and TL guidelines. TL warrants that it has all rights to grant Integrity the right to use the", "probability": 0.00010621117317128259 }, { "score": 3.063858985900879, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 9.912208746925175e-05 }, { "score": 2.919790744781494, "text": "Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.) Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian e-commerce. Integrity shall have the right to license distribution of the Product through all channels of", "probability": 8.582274426170446e-05 }, { "score": 2.7449119091033936, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein. Integrity will honor the notice requirement relating to the Integrity Trademarks and will place such trademarks on all products and advertising produced hereunder in accordance with the applicable regulations and TL guidelines.", "probability": 7.205323496464522e-05 }, { "score": 2.471745491027832, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein", "probability": 5.4830071982561305e-05 }, { "score": 2.1626720428466797, "text": "Integrity Trademarks. Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 4.025222790724949e-05 }, { "score": 2.097006320953369, "text": "TL's responsibilities.", "probability": 3.769395105730845e-05 }, { "score": 2.088531732559204, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during", "probability": 3.7375860085911556e-05 }, { "score": 2.0884900093078613, "text": "TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement.\n\n b. Integrity Distribution. Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.) Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian e-commerce. Integrity shall have the right to license distribution of the Product through all channels of", "probability": 3.737430067603909e-05 }, { "score": 1.6916707754135132, "text": "In the event of such an", "probability": 2.5132556732536516e-05 }, { "score": 1.5037329196929932, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein", "probability": 2.0826500346583393e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.89617919921875, "probability": 0.9804596849897765 }, { "score": 7.734151840209961, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 0.015271588922560971 }, { "score": 5.632022857666016, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 0.001866127049116756 }, { "score": 4.52630090713501, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and", "probability": 0.0006176355230213312 }, { "score": 4.493655681610107, "text": "TL may purchase from", "probability": 0.000597798230231955 }, { "score": 3.9628381729125977, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein", "probability": 0.0003515794723870115 }, { "score": 2.918407678604126, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not", "probability": 0.0001237180623810919 }, { "score": 2.8905584812164307, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during", "probability": 0.00012032014784711573 }, { "score": 2.81131911277771, "text": "If for any reason, Integrity and TL are subject to lower \"free goods\" limits by any third party license, the foregoing shall be adjusted to comply with any such license(s).", "probability": 0.00011115401037928483 }, { "score": 2.570704698562622, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set", "probability": 8.738313549586241e-05 }, { "score": 2.5408899784088135, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein. TL will honor the notice requirement relating to the", "probability": 8.481628684228126e-05 }, { "score": 2.2738637924194336, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL,", "probability": 6.493984632042658e-05 }, { "score": 1.9282554388046265, "text": "c. TL may purchase from", "probability": 4.596375019443436e-05 }, { "score": 1.816075086593628, "text": "TL may purchase from Integrity", "probability": 4.1086216256327366e-05 }, { "score": 1.5929681062698364, "text": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "probability": 3.287017507793908e-05 }, { "score": 1.4625182151794434, "text": "TL", "probability": 2.8850168195765926e-05 }, { "score": 1.3968720436096191, "text": "Integrity Trademarks. Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 2.7017090611823118e-05 }, { "score": 1.3162373304367065, "text": "If for any reason, Integrity and TL are subject to lower \"free goods\" limits by any third party license, the foregoing shall be adjusted to comply with any such license(s).", "probability": 2.4924093303707487e-05 }, { "score": 1.268148422241211, "text": "Integrity", "probability": 2.375388343123785e-05 }, { "score": 1.0336711406707764, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 1.8788946568411537e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.185576438903809, "probability": 0.9968482970811582 }, { "score": 6.273378849029541, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this", "probability": 0.002697703914329554 }, { "score": 3.793745279312134, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 0.00022599722453490063 }, { "score": 3.458982467651367, "text": "TL Trademarks. TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this", "probability": 0.00016170277158342435 }, { "score": 1.273180365562439, "text": "b. TL Trademarks. TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this", "probability": 1.817337852080012e-05 }, { "score": 0.7431972026824951, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to", "probability": 1.0697121020383455e-05 }, { "score": 0.5628202557563782, "text": "TL Trademarks.", "probability": 8.93161915517977e-06 }, { "score": 0.339743971824646, "text": "TL Trademarks. TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 7.145775985623539e-06 }, { "score": -0.1169729232788086, "text": "TL", "probability": 4.52584597639384e-06 }, { "score": -0.24216723442077637, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein. Integrity will honor the notice requirement relating to the Integrity Trademarks and will place such trademarks on all products and advertising produced hereunder in accordance with the applicable regulations and TL guidelines.", "probability": 3.993269043683002e-06 }, { "score": -0.6789553165435791, "text": "TL", "probability": 2.580084428240012e-06 }, { "score": -0.7552908658981323, "text": "b. TL Trademarks. TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 2.390461809876824e-06 }, { "score": -1.310654640197754, "text": "connection with the products produced during the Term of this", "probability": 1.3717987006109146e-06 }, { "score": -1.4075062274932861, "text": "Term of this", "probability": 1.2451689351218622e-06 }, { "score": -1.5847702026367188, "text": "this", "probability": 1.0429020256099188e-06 }, { "score": -1.6229817867279053, "text": "b. TL Trademarks.", "probability": 1.003802864948782e-06 }, { "score": -1.689527988433838, "text": "Integrity", "probability": 9.391777229475431e-07 }, { "score": -1.7936286926269531, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the", "probability": 8.463254898776194e-07 }, { "score": -1.9462127685546875, "text": "hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this", "probability": 7.265591878106549e-07 }, { "score": -2.0040669441223145, "text": "TL's responsibilities.", "probability": 6.85717526465856e-07 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Source Code Escrow": [ { "text": "", "score": 12.338956832885742, "probability": 0.9833573103358668 }, { "score": 7.6446027755737305, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.008994546834737773 }, { "score": 6.902094841003418, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.004280674334095886 }, { "score": 5.945001602172852, "text": "In the event of such an", "probability": 0.0016438109778520692 }, { "score": 5.420371055603027, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.0009727645267636386 }, { "score": 3.7207701206207275, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 0.00017777898304166106 }, { "score": 3.633965015411377, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party,", "probability": 0.0001629976861437133 }, { "score": 2.9428629875183105, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 8.166569120490914e-05 }, { "score": 2.8914575576782227, "text": "assignment by either party of its rights to an unrelated third party,", "probability": 7.757370739414196e-05 }, { "score": 2.769899845123291, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 6.86946165871176e-05 }, { "score": 2.2003555297851562, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 3.886625990558158e-05 }, { "score": 1.9428348541259766, "text": "In the event of such", "probability": 3.004228364010013e-05 }, { "score": 1.6343789100646973, "text": "TL's responsibilities.", "probability": 2.2068470152974586e-05 }, { "score": 1.6135480403900146, "text": "In", "probability": 2.161351968533277e-05 }, { "score": 1.4097334146499634, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party,", "probability": 1.7628279538711343e-05 }, { "score": 1.3740291595458984, "text": "In the event of such an", "probability": 1.7009978618365457e-05 }, { "score": 0.774569034576416, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment", "probability": 9.340315437608654e-06 }, { "score": 0.7186312675476074, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 8.832183423733866e-06 }, { "score": 0.6733785271644592, "text": "cause of a similar or\n\n 6\n\n9\n\n different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 8.441411357005251e-06 }, { "score": 0.661244809627533, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 8.339604552547654e-06 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Post-Termination Services": [ { "text": "", "score": 12.368487358093262, "probability": 0.9901193176178357 }, { "score": 7.318429470062256, "text": "Accounting statements and, if applicable, royalty payments for products sold will be rendered by each party quarterly within sixty (60) days after the expiration of each calendar quarter.", "probability": 0.006345637511099148 }, { "score": 5.950433254241943, "text": "TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 0.0016157049368769225 }, { "score": 4.986428260803223, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 0.0006161692241925921 }, { "score": 3.826439380645752, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.00019316268479622863 }, { "score": 3.7734060287475586, "text": "for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein.", "probability": 0.0001831855197314727 }, { "score": 3.375983715057373, "text": "Accounting statements and, if applicable, royalty payments for products sold will be rendered by each party quarterly within sixty (60) days after the expiration of each calendar quarter", "probability": 0.000123109855961306 }, { "score": 3.2933387756347656, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.00011334453420013505 }, { "score": 3.174323797225952, "text": "TL's responsibilities.", "probability": 0.00010062665439815443 }, { "score": 2.9924817085266113, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein. TL will honor the notice requirement relating to the", "probability": 8.389576103064022e-05 }, { "score": 2.9140853881835938, "text": "On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement.\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n6. Accountings. Accounting statements and, if applicable, royalty payments for products sold will be rendered by each party quarterly within sixty (60) days after the expiration of each calendar quarter.", "probability": 7.756984589046331e-05 }, { "score": 2.894590377807617, "text": "In the event of such an", "probability": 7.607226603733273e-05 }, { "score": 2.7680606842041016, "text": "In the event of such an", "probability": 6.703092391006564e-05 }, { "score": 2.6920595169067383, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 6.212527410178666e-05 }, { "score": 2.3953399658203125, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein", "probability": 4.617476078348364e-05 }, { "score": 2.361489772796631, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 4.463789457392434e-05 }, { "score": 2.237558603286743, "text": "Accounting statements and, if applicable, royalty payments for products sold will be rendered by each party quarterly within sixty (60) days after the expiration of each calendar quarter. Only products which have been paid or credited to the account of the seller shall be deemed sold.", "probability": 3.943493043823186e-05 }, { "score": 2.188666343688965, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 3.755324239774714e-05 }, { "score": 2.0334537029266357, "text": "TL specifically agrees to supply Integrity with data on former subscribers to its \"Songs 4 Life\" series, who have subsequently canceled for the express purpose of soliciting Product continuity subscriptions.", "probability": 3.215432870518563e-05 }, { "score": 1.702402949333191, "text": "TL's responsibilities. At its sole expense, TL will create all artwork for Product covers and packaging, and furnish Integrity with the same for manufacturing of the Products.", "probability": 2.3092233039544027e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Audit Rights": [ { "score": 13.059951782226562, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered.", "probability": 0.4701637066441427 }, { "text": "", "score": 12.278619766235352, "probability": 0.21523897663393954 }, { "score": 12.17040729522705, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered. Such auditing party must make specific written objection within such two (2) year period.", "probability": 0.1931633992714734 }, { "score": 10.894784927368164, "text": "Such auditing party must make specific written objection within such two (2) year period.", "probability": 0.05394225330945929 }, { "score": 10.386882781982422, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered. Such auditing party must make specific written objection within such two (2) year period. Thereafter, it will be deemed to have consented to any such statements or accountings which will then be considered an account stated as between the parties, not subject to any objection for any reason whatsoever.", "probability": 0.03246010983624948 }, { "score": 10.085451126098633, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered", "probability": 0.02401263835667208 }, { "score": 9.111260414123535, "text": "Such auditing party must make specific written objection within such two (2) year period. Thereafter, it will be deemed to have consented to any such statements or accountings which will then be considered an account stated as between the parties, not subject to any objection for any reason whatsoever.", "probability": 0.009064716575933782 }, { "score": 6.2139787673950195, "text": "Thereafter, it will be deemed to have consented to any such statements or accountings which will then be considered an account stated as between the parties, not subject to any objection for any reason whatsoever.", "probability": 0.0005001275721692783 }, { "score": 5.5871195793151855, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered. Such auditing party must make specific written objection within such two (2) year period. Thereafter, it will be deemed to have consented to any such statements or accountings which will then be considered an account stated as between the parties", "probability": 0.0002672017583086097 }, { "score": 5.494120121002197, "text": "Either", "probability": 0.00024347263732443504 }, { "score": 5.364969253540039, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered. Such auditing party must make specific written objection within such two (2) year period", "probability": 0.0002139738254076421 }, { "score": 5.2699384689331055, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered. Such", "probability": 0.00019457601547198544 }, { "score": 5.010629653930664, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered. Such auditing party must make specific written objection within such two (2) year period. Thereafter, it will be deemed to have consented to any such statements or accountings which will then be considered an account stated as between the parties, not subject to any objection for any reason whatsoever", "probability": 0.00015013187833748262 }, { "score": 4.415900230407715, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered. Such auditing party must make specific written objection within such two (2) year period. There", "probability": 8.282953272577036e-05 }, { "score": 4.311497688293457, "text": "Such auditing party must make specific written objection within such two (2) year period. Thereafter, it will be deemed to have consented to any such statements or accountings which will then be considered an account stated as between the parties", "probability": 7.46180273211926e-05 }, { "score": 4.089347839355469, "text": "Such auditing party must make specific written objection within such two (2) year period", "probability": 5.975376982802687e-05 }, { "score": 3.994316339492798, "text": "Such", "probability": 5.433674938695052e-05 }, { "score": 3.7350080013275146, "text": "Such auditing party must make specific written objection within such two (2) year period. Thereafter, it will be deemed to have consented to any such statements or accountings which will then be considered an account stated as between the parties, not subject to any objection for any reason whatsoever", "probability": 4.1925424972408795e-05 }, { "score": 3.6591715812683105, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's", "probability": 3.88635201037012e-05 }, { "score": 3.476923942565918, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period", "probability": 3.238866077259513e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Uncapped Liability": [ { "text": "", "score": 12.421340942382812, "probability": 0.9744065302268702 }, { "score": 8.358783721923828, "text": "REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT.", "probability": 0.016764631146374748 }, { "score": 7.354484558105469, "text": "IF EITHER PARTY HAS NOT BEEN\n\n 8\n\n11\n\n REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT.", "probability": 0.006140905546627688 }, { "score": 5.714050769805908, "text": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks.", "probability": 0.0011906964953869417 }, { "score": 4.430240631103516, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 0.000329799062150156 }, { "score": 4.2343339920043945, "text": "IF EITHER PARTY HAS NOT BEEN", "probability": 0.0002711241752885175 }, { "score": 3.960728168487549, "text": "IF EITHER PARTY HAS NOT BEEN", "probability": 0.00020622568014478626 }, { "score": 3.8551840782165527, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.00018556904323798276 }, { "score": 3.3347384929656982, "text": "REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND", "probability": 0.00011027546120409253 }, { "score": 3.068866014480591, "text": "REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT", "probability": 8.453020700281358e-05 }, { "score": 2.5272581577301025, "text": "SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT.", "probability": 4.918069129208534e-05 }, { "score": 2.367281913757324, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 4.191001622527563e-05 }, { "score": 2.330439805984497, "text": "IF EITHER PARTY HAS NOT BEEN\n\n 8\n\n11\n\n REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND", "probability": 4.0394059872983084e-05 }, { "score": 2.0645673274993896, "text": "IF EITHER PARTY HAS NOT BEEN\n\n 8\n\n11\n\n REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT", "probability": 3.0963536270575e-05 }, { "score": 1.9660695791244507, "text": "EACH PARTY HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OR HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE FOR PURPOSES OF ADVISING IT IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT. IF EITHER PARTY HAS NOT BEEN", "probability": 2.805908637497175e-05 }, { "score": 1.931799054145813, "text": "All remedies, rights, undertakings, obligations, and agreements contained in this Agreement will be cumulative and none of them will be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.", "probability": 2.7113777389927397e-05 }, { "score": 1.8778035640716553, "text": "REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT,", "probability": 2.568857908108515e-05 }, { "score": 1.7815029621124268, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 2.3330135580457518e-05 }, { "score": 1.751958966255188, "text": "TL's responsibilities.", "probability": 2.2650952444629284e-05 }, { "score": 1.6483757495880127, "text": "RE", "probability": 2.042212118001329e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Cap On Liability": [ { "text": "", "score": 12.260719299316406, "probability": 0.979978318587937 }, { "score": 7.430227279663086, "text": "REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT.", "probability": 0.007822767779051035 }, { "score": 7.162247657775879, "text": "The prevailing party in any such dispute arising hereunder will be entitled to recover from the other party its reasonable attorneys' fees in connection therewith in addition to the costs thereof.", "probability": 0.0059838178816301974 }, { "score": 6.484960556030273, "text": "IF EITHER PARTY HAS NOT BEEN\n\n 8\n\n11\n\n REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT.", "probability": 0.00303973914522259 }, { "score": 6.030462741851807, "text": "All remedies, rights, undertakings, obligations, and agreements contained in this Agreement will be cumulative and none of them will be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.", "probability": 0.0019295250606435864 }, { "score": 4.448153018951416, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.0003965172104846614 }, { "score": 3.8168411254882812, "text": "cause of a similar or\n\n 6\n\n9\n\n different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 0.000210904948868596 }, { "score": 3.0135340690612793, "text": "The prevailing party in any such dispute arising hereunder will be entitled to recover from the other party its reasonable attorneys' fees in connection therewith in addition to the costs thereof.\n\n c. If any part of this Agreement will be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement will remain in full force and effect.", "probability": 9.445282431535999e-05 }, { "score": 2.9877521991729736, "text": "IF EITHER PARTY HAS NOT BEEN", "probability": 9.204877746349965e-05 }, { "score": 2.713642120361328, "text": "REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT", "probability": 6.997993426204616e-05 }, { "score": 2.6629512310028076, "text": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set", "probability": 6.652099806517472e-05 }, { "score": 2.385638475418091, "text": "SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT.", "probability": 5.041077301904497e-05 }, { "score": 2.2622854709625244, "text": "The prevailing party in any such dispute arising hereunder will be entitled to recover from the other party its reasonable attorneys' fees in connection therewith in addition to the costs thereof", "probability": 4.456068188636614e-05 }, { "score": 2.1856493949890137, "text": "REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND", "probability": 4.1273300841401015e-05 }, { "score": 2.1342697143554688, "text": "All remedies, rights, undertakings, obligations, and agreements contained in this Agreement will be cumulative and none of them will be in limitation of any other remedy, right, undertaking, obligation or agreement of either party", "probability": 3.9206248772385826e-05 }, { "score": 2.1070735454559326, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks.", "probability": 3.815435754808823e-05 }, { "score": 1.7902264595031738, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered.", "probability": 2.7793241696484847e-05 }, { "score": 1.7683753967285156, "text": "IF EITHER PARTY HAS NOT BEEN\n\n 8\n\n11\n\n REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT", "probability": 2.7192516966450198e-05 }, { "score": 1.6369842290878296, "text": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks.", "probability": 2.3844430219406375e-05 }, { "score": 1.5996792316436768, "text": "such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 2.297130110676792e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Liquidated Damages": [ { "text": "", "score": 12.207534790039062, "probability": 0.9937503861597674 }, { "score": 6.977964878082275, "text": "On sales of printed products (song books) pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent ([**]/1/%) of Integrity's net receipts, whichever is less, on subject products outside the United States.", "probability": 0.0053223564265123206 }, { "score": 4.418238639831543, "text": "On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement.", "probability": 0.00041155603497759215 }, { "score": 3.2868642807006836, "text": "On sales of printed products (song books) pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent ([**]/1/%) of Integrity's net receipts, whichever is less, on subject products outside the United States. No royalties will be paid to TL on printed products, until Integrity shall have recouped its", "probability": 0.00013276369573787892 }, { "score": 3.255556344985962, "text": "On sales of printed products (song books) pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent ([**]/1/%) of Integrity's net receipts, whichever is less, on subject products outside the United States", "probability": 0.00012867153134797442 }, { "score": 2.5741190910339355, "text": "Royalties payable by TL. On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement.", "probability": 6.509356097275521e-05 }, { "score": 2.235880136489868, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 4.641332895723967e-05 }, { "score": 1.5280128717422485, "text": "d. On sales of printed products (song books) pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent ([**]/1/%) of Integrity's net receipts, whichever is less, on subject products outside the United States.", "probability": 2.286756235275667e-05 }, { "score": 1.43454909324646, "text": "On", "probability": 2.082711277621034e-05 }, { "score": 1.2438595294952393, "text": "On sales of printed products (song books) pursuant to this Agreement (less any returns) Integrity will pay to", "probability": 1.7211298763305804e-05 }, { "score": 1.1144037246704102, "text": "On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement.\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n6. Accountings. Accounting statements and, if applicable, royalty payments for products sold will be rendered by each party quarterly within sixty (60) days after the expiration of each calendar quarter.", "probability": 1.5121389552822598e-05 }, { "score": 1.1062626838684082, "text": "(Based on 75% of $.075 statutory rate", "probability": 1.4998785443167025e-05 }, { "score": 0.8596919775009155, "text": "(Based on 75% of $.075 statutory rate X", "probability": 1.1721192416561173e-05 }, { "score": 0.6684600114822388, "text": "Royalties payable by TL.", "probability": 9.681013100766837e-06 }, { "score": 0.45417022705078125, "text": "On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement.\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n6. Accountings. Accounting statements and, if applicable, royalty payments for products sold will be rendered by each party quarterly within sixty (60) days after the expiration of each calendar quarter. Only products which have been paid or credited to the account of the seller shall be deemed sold.", "probability": 7.813685679716359e-06 }, { "score": 0.21356076002120972, "text": "5. Royalties payable by TL. On sales of products pursuant to this Agreement (less any returns) TL will pay to Integrity royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by it pursuant to this Agreement.", "probability": 6.142717928144197e-06 }, { "score": -0.09134745597839355, "text": "TL's responsibilities. At its sole expense, TL will create all artwork for Product covers and packaging, and furnish Integrity with the same for manufacturing of the Products. All such artwork will be subject to Integrity's reasonable approval. (Integrity agrees to respond to any request for approval within five (5) business days after Integrity's receipt of request and samples.) In addition, TL will pay all mastering expense required in preparation for manufacturing.", "probability": 4.528356578738079e-06 }, { "score": -0.15817880630493164, "text": "On sales of recorded products pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement,", "probability": 4.23561161666098e-06 }, { "score": -0.2058577537536621, "text": "On sales of printed products (song books) pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement,", "probability": 4.03840087157413e-06 }, { "score": -0.32854318618774414, "text": "On", "probability": 3.572134646570105e-06 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Warranty Duration": [ { "text": "", "score": 11.954561233520508, "probability": 0.9922720069433153 }, { "score": 6.42529296875, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered.", "probability": 0.003938220633650525 }, { "score": 5.2654829025268555, "text": "The, parties will mutually agree upon the date the products shall be released to retail (General Market and CBA); and it is hereby agreed that such release shall be simultaneous (i.e., television and direct response will have a period of exclusivity before the products are available at", "probability": 0.0012348122562002874 }, { "score": 5.044030666351318, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered.", "probability": 0.0009895219839823294 }, { "score": 4.1304755210876465, "text": "(Integrity agrees to respond to any request for approval within five (5) business days after Integrity's receipt of request and samples.)", "probability": 0.00039689304518490437 }, { "score": 3.6465609073638916, "text": "Integrity agrees to respond to any request for approval within five (5) business days after Integrity's receipt of request and samples.)", "probability": 0.0002446313107595506 }, { "score": 3.622846841812134, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered. Such auditing party must make specific written objection within such two (2) year period.", "probability": 0.00023889835235740706 }, { "score": 3.0175552368164062, "text": "REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT.", "probability": 0.00013041824463157654 }, { "score": 2.8376879692077637, "text": "the products shall be released to retail (General Market and CBA); and it is hereby agreed that such release shall be simultaneous (i.e., television and direct response will have a period of exclusivity before the products are available at retail).", "probability": 0.00010894893485828093 }, { "score": 2.5048396587371826, "text": "Accounting statements and, if applicable, royalty payments for products sold will be rendered by each party quarterly within sixty (60) days after the expiration of each calendar quarter. Only products which have been paid or credited to the account of the seller shall be deemed sold. No royalties will be payable on the sales of any products by any third-party distributors or licensees until such time as accountings and payment or final credit therefor has been received by the paying party. Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered.", "probability": 7.810319572991237e-05 }, { "score": 2.314847946166992, "text": "TL's responsibilities. At its sole expense, TL will create all artwork for Product covers and packaging, and furnish Integrity with the same for manufacturing of the Products. All such artwork will be subject to Integrity's reasonable approval. (Integrity agrees to respond to any request for approval within five (5) business days after Integrity's receipt of request and samples.)", "probability": 6.458868637100403e-05 }, { "score": 1.9823709726333618, "text": "Accounting statements and, if applicable, royalty payments for products sold will be rendered by each party quarterly within sixty (60) days after the expiration of each calendar quarter.", "probability": 4.631946524224061e-05 }, { "score": 1.931372880935669, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered", "probability": 4.401648384684689e-05 }, { "score": 1.8670735359191895, "text": "Such auditing party must make specific written objection within such two (2) year period.", "probability": 4.1275324497941356e-05 }, { "score": 1.812925100326538, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 3.9099763408309515e-05 }, { "score": 1.645277976989746, "text": "IF EITHER PARTY HAS NOT BEEN\n\n 8\n\n11\n\n REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY IT.", "probability": 3.30648006706032e-05 }, { "score": 1.6416200399398804, "text": "the products shall be released to retail (General Market and CBA); and it is hereby agreed that such release shall be simultaneous (i.e., television and direct response will have a period of exclusivity before the products are available at retail).\n\n3. Product sales to TL.\n\n a. Integrity will, upon receipt of approved purchase orders from TL, sell to TL in non-returnable box lot quantities, TL's requirements products rates calculated on the following basis (plus freight).", "probability": 3.2944072653543834e-05 }, { "score": 1.3321322202682495, "text": "sold by it pursuant to this Agreement.\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n6. Accountings. Accounting statements and, if applicable, royalty payments for products sold will be rendered by each party quarterly within sixty (60) days after the expiration of each calendar quarter. Only products which have been paid or credited to the account of the seller shall be deemed sold. No royalties will be payable on the sales of any products by any third-party distributors or licensees until such time as accountings and payment or final credit therefor has been received by the paying party. Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered.", "probability": 2.4175108658093443e-05 }, { "score": 1.2160942554473877, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered. Such auditing party must make specific written objection within such two (2) year period. Thereafter, it will be deemed to have consented to any such statements or accountings which will then be considered an account stated as between the parties, not subject to any objection for any reason whatsoever. Provided the objecting party has made timely written objection, as aforesaid, such party may file an action regarding same within two (2) years and six (6) months after the applicable statement is rendered, after which time any such action will be deemed barred.", "probability": 2.1526518014642635e-05 }, { "score": 1.168933391571045, "text": "No royalties will be payable on the sales of any products by any third-party distributors or licensees until such time as accountings and payment or final credit therefor has been received by the paying party. Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered.", "probability": 2.053487596631782e-05 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Insurance": [ { "text": "", "score": 12.270488739013672, "probability": 0.9999921815781412 }, { "score": 0.10591256618499756, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 5.2118066770615e-06 }, { "score": -2.137416362762451, "text": "TL's responsibilities.", "probability": 5.529971881102772e-07 }, { "score": -2.760021686553955, "text": "such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 2.967077337730903e-07 }, { "score": -2.93280029296875, "text": " different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 2.496272952564081e-07 }, { "score": -3.193798542022705, "text": "TL's responsibilities. At its sole expense, TL will create all artwork for Product covers and packaging, and furnish Integrity with the same for manufacturing of the Products.", "probability": 1.9228347922883362e-07 }, { "score": -3.1980834007263184, "text": " different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 1.9146133433453417e-07 }, { "score": -3.5098252296447754, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement", "probability": 1.4018234645948648e-07 }, { "score": -3.550842761993408, "text": "d. TL's responsibilities.", "probability": 1.3454874066014133e-07 }, { "score": -3.6023945808410645, "text": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered.", "probability": 1.277882629647178e-07 }, { "score": -3.6153340339660645, "text": "different nature", "probability": 1.261454044930961e-07 }, { "score": -3.921288013458252, "text": "different", "probability": 9.289606300021625e-08 }, { "score": -3.9520764350891113, "text": "9\n\n different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 9.007952077565896e-08 }, { "score": -4.0473198890686035, "text": " different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 8.189593782410896e-08 }, { "score": -4.229444980621338, "text": "different nature not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency. In", "probability": 6.826002425827161e-08 }, { "score": -4.2678985595703125, "text": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "probability": 6.568500860398233e-08 }, { "score": -4.409637928009033, "text": "not reasonably within either party's control, such party is materially hampered in the recording, manufacture, distribution or sale of phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency.", "probability": 5.700456495008025e-08 }, { "score": -4.480396747589111, "text": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release.", "probability": 5.311038756934995e-08 }, { "score": -4.607224941253662, "text": "d. TL's responsibilities. At its sole expense, TL will create all artwork for Product covers and packaging, and furnish Integrity with the same for manufacturing of the Products.", "probability": 4.6784143818884626e-08 }, { "score": -4.785171031951904, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 3.915774561844972e-08 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Covenant Not To Sue": [ { "score": 13.400434494018555, "text": "It is understood that TL will not acquire and will not claim any title to the Integrity Trademarks adverse to Integrity by virtue of this license, or through TL's use of the Integrity Trademarks.", "probability": 0.3021501989797343 }, { "score": 12.954278945922852, "text": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks.", "probability": 0.19340156852651613 }, { "score": 12.921277046203613, "text": "It is understood that Integrity will not acquire and will not claim any title to the TL Trademarks adverse to TL by virtue of this license, or through Integrity's use of the TL Trademarks.", "probability": 0.1871231195526771 }, { "score": 12.45713996887207, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks. It is understood that Integrity will not acquire and will not claim any title to the TL Trademarks adverse to TL by virtue of this license, or through Integrity's use of the TL Trademarks.", "probability": 0.11764007088062377 }, { "text": "", "score": 12.203563690185547, "probability": 0.09129111237027406 }, { "score": 11.996572494506836, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks.", "probability": 0.07422212169878573 }, { "score": 10.392228126525879, "text": "Provided the objecting party has made timely written objection, as aforesaid, such party may file an action regarding same within two (2) years and six (6) months after the applicable statement is rendered, after which time any such action will be deemed barred.", "probability": 0.014920227965693629 }, { "score": 8.765022277832031, "text": "It is understood that TL will not acquire and will not claim any title to the Integrity Trademarks adverse to Integrity by virtue of this license, or through TL's use of the Integrity Trademarks.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for confidential treatment.\n\n 5\n\n8\n\n b. TL Trademarks.", "probability": 0.0029314935147813316 }, { "score": 8.713152885437012, "text": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks", "probability": 0.002783314914901241 }, { "score": 8.661304473876953, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks", "probability": 0.002642681763874325 }, { "score": 8.491682052612305, "text": "suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks. It is understood that TL will not acquire and will not claim any title to the Integrity Trademarks adverse to Integrity by virtue of this license, or through TL's use of the Integrity Trademarks.", "probability": 0.002230379610586551 }, { "score": 8.397056579589844, "text": "It is understood that Integrity will not acquire and will not claim any title to the TL Trademarks adverse to TL by virtue of this license, or through Integrity's use of the TL Trademarks.\n\n c. Sound Recording Copyright. The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity", "probability": 0.0020290066268894994 }, { "score": 8.076062202453613, "text": "The venue for any controversy or claim arising out of or relating to this Agreement or breach thereof, shall be the appropriate state and federal courts located in Nashville, Tennessee.", "probability": 0.0014718968598109784 }, { "score": 8.03804874420166, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done", "probability": 0.0014169950841919625 }, { "score": 7.932919979095459, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks. It is understood that Integrity will not acquire and will not claim any title to the TL Trademarks adverse to TL by virtue of this license, or through Integrity's use of the TL Trademarks.\n\n c. Sound Recording Copyright. The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity", "probability": 0.0012755911604755727 }, { "score": 7.4069647789001465, "text": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in", "probability": 0.0007538623602201632 }, { "score": 7.185333251953125, "text": "suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks.", "probability": 0.0006040024645276356 }, { "score": 6.905682563781738, "text": "TL will not acquire and will not claim any title to the Integrity Trademarks adverse to Integrity by virtue of this license, or through TL's use of the Integrity Trademarks.", "probability": 0.00045665472953081604 }, { "score": 6.6306962966918945, "text": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks. It is understood that TL will not acquire and will not claim any title to the Integrity Trademarks adverse to Integrity by virtue of this license,", "probability": 0.00034686696595061706 }, { "score": 6.514558792114258, "text": "any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks. It is understood that TL will not acquire and will not claim any title to the Integrity Trademarks adverse to Integrity by virtue of this license, or through TL's use of the Integrity Trademarks.", "probability": 0.00030883396995501973 } ], "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.196792602539062, "probability": 0.7181150188259052 }, { "score": 10.727245330810547, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.16518771234477903 }, { "score": 9.44862174987793, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.04599160578527934 }, { "score": 9.191731452941895, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.035572348195911145 }, { "score": 8.289555549621582, "text": "In the event of such an", "probability": 0.014431202413483765 }, { "score": 7.232273101806641, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 0.005013379551383537 }, { "score": 7.131168842315674, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party,", "probability": 0.004531286928592999 }, { "score": 6.7540411949157715, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an", "probability": 0.0031076858264222356 }, { "score": 6.393089771270752, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate.", "probability": 0.0021660969733893792 }, { "score": 5.953649520874023, "text": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 0.0013958264371260287 }, { "score": 5.852545261383057, "text": "assignment by either party of its rights to an unrelated third party,", "probability": 0.001261602083845465 }, { "score": 5.69675874710083, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement", "probability": 0.0010796057132254296 }, { "score": 5.595654487609863, "text": "subsidiary or otherwise, or to any person, firm or corporation into which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party,", "probability": 0.0009757895260538714 }, { "score": 4.270977020263672, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party", "probability": 0.00025945141153183016 }, { "score": 4.004445552825928, "text": "In the event of such an", "probability": 0.00019874805728867335 }, { "score": 3.8280818462371826, "text": "In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.\n\n13. Miscellaneous\n\n a. This Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof and cannot be changed or terminated except by an instrument signed by the party to be bound.", "probability": 0.00016661308569721682 }, { "score": 3.764200448989868, "text": "the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "probability": 0.000156302444172082 }, { "score": 3.638354539871216, "text": "In", "probability": 0.00013781979050751748 }, { "score": 3.6031112670898438, "text": "In the event of such", "probability": 0.0001330471654902451 }, { "score": 3.4903323650360107, "text": "No royalties will be payable on the sales of any products by any third-party distributors or licensees until such time as accountings and payment or final credit therefor has been received by the paying party.", "probability": 0.0001188574399151117 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Document Name": [ { "score": 11.268019676208496, "text": "Content and License Agreement", "probability": 0.912168742445711 }, { "score": 8.352252960205078, "text": "Watchit Media Content and License Agreement", "probability": 0.0494053284416075 }, { "score": 7.100395202636719, "text": "Media Content and License Agreement", "probability": 0.01412859169497311 }, { "score": 7.0389556884765625, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 0.013286666450392177 }, { "text": "", "score": 6.547386169433594, "probability": 0.00812699706635625 }, { "score": 4.416906356811523, "text": "License Agreement", "probability": 0.000965327051271978 }, { "score": 3.566357374191284, "text": "Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007", "probability": 0.0004123687504989086 }, { "score": 3.555863380432129, "text": "Content and License", "probability": 0.00040806398201625197 }, { "score": 3.1888060569763184, "text": "and License Agreement", "probability": 0.0002826944570483912 }, { "score": 2.774592638015747, "text": "Content", "probability": 0.00018682142953634165 }, { "score": 2.2261881828308105, "text": "Agreement", "probability": 0.0001079587039507392 }, { "score": 2.147002696990967, "text": "Exhibit 10.1\n\n\n\nOceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 9.973965063308987e-05 }, { "score": 2.1286182403564453, "text": "Content and License Agreement\n\nEffective", "probability": 9.792274394651469e-05 }, { "score": 1.9756046533584595, "text": "Watchit", "probability": 8.402927530848043e-05 }, { "score": 1.7014045715332031, "text": "Content and License Agreement\n\nEffective Dates:", "probability": 6.387737129824471e-05 }, { "score": 1.4557499885559082, "text": "Content and", "probability": 4.9964391859035974e-05 }, { "score": 1.192288875579834, "text": "\n\n\n\nOceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 3.839201425757998e-05 }, { "score": 0.9384050369262695, "text": "Content and License Agreement\n\n", "probability": 2.9783830252544703e-05 }, { "score": 0.9062314033508301, "text": "Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.8840827468346398e-05 }, { "score": 0.8726868629455566, "text": "Time Warner Cable and Watchit Media Content and License Agreement", "probability": 2.7889421613435835e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Parties": [ { "text": "", "score": 11.015161514282227, "probability": 0.335414445446647 }, { "score": 10.889947891235352, "text": "Watchit", "probability": 0.29593898304850785 }, { "score": 10.344791412353516, "text": "Oceanic Time Warner Cable", "probability": 0.17157093836141532 }, { "score": 10.256048202514648, "text": "Oceanic Time Warner Cable and Watchit", "probability": 0.1570012247077662 }, { "score": 8.206607818603516, "text": "Oceanic", "probability": 0.020222851392917452 }, { "score": 7.067296028137207, "text": "Watchit Media", "probability": 0.006472105182961618 }, { "score": 6.910543918609619, "text": "Watchit Media Content and License Agreement", "probability": 0.005533106003243554 }, { "score": 6.433396816253662, "text": "Oceanic Time Warner Cable and Watchit Media", "probability": 0.003433575780463546 }, { "score": 6.276644706726074, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 0.0029354187279726704 }, { "score": 4.508791446685791, "text": "Time Warner Cable", "probability": 0.0005010731654063977 }, { "score": 4.420048713684082, "text": "Time Warner Cable and Watchit", "probability": 0.0004585225149473964 }, { "score": 2.8567214012145996, "text": "Watch", "probability": 9.603205900480848e-05 }, { "score": 2.5416154861450195, "text": "Warner Cable", "probability": 7.00757057685379e-05 }, { "score": 2.512023687362671, "text": "Oceanic Time Warner", "probability": 6.803242092310769e-05 }, { "score": 2.4528727531433105, "text": "Warner Cable and Watchit", "probability": 6.412494434748575e-05 }, { "score": 2.2228221893310547, "text": "Oceanic Time Warner Cable and Watch", "probability": 5.094684691080245e-05 }, { "score": 2.1667380332946777, "text": "Ocean", "probability": 4.816818379037911e-05 }, { "score": 2.0952796936035156, "text": "Watchit Media Content and License", "probability": 4.484626807780983e-05 }, { "score": 2.008556842803955, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 4.112094182856316e-05 }, { "score": 1.8303370475769043, "text": "Oceanic Time Warner Cable and", "probability": 3.440829709947258e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Agreement Date": [ { "score": 13.465309143066406, "text": "September 1, 2006, August 31, 2007", "probability": 0.4565662459890878 }, { "score": 13.360564231872559, "text": "September 1, 2006", "probability": 0.41116265706435284 }, { "score": 11.259519577026367, "text": "Effective Dates: September 1, 2006, August 31, 2007", "probability": 0.050296940018788316 }, { "score": 11.15477466583252, "text": "Effective Dates: September 1, 2006", "probability": 0.04529512131482811 }, { "score": 10.565181732177734, "text": "August 31, 2007", "probability": 0.025118544443425612 }, { "text": "", "score": 9.323322296142578, "probability": 0.007255406824058705 }, { "score": 8.421939849853516, "text": "September 1, 2006,", "probability": 0.0029457531220680308 }, { "score": 6.216149806976318, "text": "Effective Dates: September 1, 2006,", "probability": 0.0003245143475741078 }, { "score": 5.409270763397217, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007", "probability": 0.0001448140790150086 }, { "score": 5.329862594604492, "text": "September 1, 2006, August 31, 2007\n", "probability": 0.00013375938308191458 }, { "score": 5.304525852203369, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006", "probability": 0.00013041292918872756 }, { "score": 5.1589508056640625, "text": "September", "probability": 0.00011274523865402237 }, { "score": 5.131921768188477, "text": "September 1", "probability": 0.00010973865889234356 }, { "score": 4.858918190002441, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007", "probability": 8.35210029528134e-05 }, { "score": 4.754173278808594, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006", "probability": 7.521519121582015e-05 }, { "score": 4.670449733734131, "text": "1, 2006, August 31, 2007", "probability": 6.917431867495436e-05 }, { "score": 4.565704822540283, "text": "1, 2006", "probability": 6.229522422402266e-05 }, { "score": 4.1970295906066895, "text": ", August 31, 2007", "probability": 4.308649182281365e-05 }, { "score": 4.040946006774902, "text": ", 2006, August 31, 2007", "probability": 3.685996303414385e-05 }, { "score": 3.9362010955810547, "text": ", 2006", "probability": 3.319439505997698e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Effective Date": [ { "score": 14.091904640197754, "text": "September 1, 2006, August 31, 2007", "probability": 0.4366214680457354 }, { "score": 13.15460205078125, "text": "September 1, 2006", "probability": 0.1710171808839296 }, { "score": 13.070396423339844, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "probability": 0.15720621219899583 }, { "score": 13.019708633422852, "text": "Effective Dates: September 1, 2006, August 31, 2007", "probability": 0.1494363585834113 }, { "score": 12.082406997680664, "text": "Effective Dates: September 1, 2006", "probability": 0.058531728302710716 }, { "score": 11.03146743774414, "text": "August 31, 2007", "probability": 0.020463225791690635 }, { "score": 9.509504318237305, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time", "probability": 0.0044667733034793955 }, { "score": 7.8505859375, "text": "September 1, 2006,", "probability": 0.000850226844840284 }, { "score": 6.860044479370117, "text": "September 1, 2006, August 31, 2007\n", "probability": 0.00031575346404955177 }, { "score": 6.778390407562256, "text": "Effective Dates: September 1, 2006,", "probability": 0.0002909954584137678 }, { "score": 6.068971633911133, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007", "probability": 0.00014314940664861926 }, { "score": 6.025837421417236, "text": "Effective Dates:", "probability": 0.00013710604453098433 }, { "score": 5.787848949432373, "text": "Effective Dates: September 1, 2006, August 31, 2007\n", "probability": 0.00010806859907380923 }, { "score": 5.708991050720215, "text": ", August 31, 2007", "probability": 9.987389132331008e-05 }, { "score": 5.208337783813477, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007", "probability": 6.0537017442136555e-05 }, { "score": 5.194719314575195, "text": "September", "probability": 5.9718184215093354e-05 }, { "score": 5.131669044494629, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006", "probability": 5.606918065625157e-05 }, { "score": 5.086269378662109, "text": "1, 2006, August 31, 2007", "probability": 5.3580576910086664e-05 }, { "score": 5.040815353393555, "text": "This agreement will be in effect until the end of 2006", "probability": 5.119964539054007e-05 }, { "score": 4.531771659851074, "text": "Effective Dates", "probability": 3.077457655253012e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Expiration Date": [ { "score": 12.484966278076172, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "probability": 0.7597982066668577 }, { "score": 11.178504943847656, "text": "Effective Dates: September 1, 2006, August 31, 2007", "probability": 0.20573553766081526 }, { "score": 8.824981689453125, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time", "probability": 0.019551818340641076 }, { "score": 7.508951187133789, "text": "September 1, 2006, August 31, 2007", "probability": 0.005243754710488868 }, { "score": 7.186598300933838, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.", "probability": 0.0037987987690057084 }, { "score": 6.788794994354248, "text": "Effective Dates: September 1, 2006", "probability": 0.002552010798239905 }, { "score": 5.569976329803467, "text": "Effective Dates: September 1, 2006, August 31, 2007\n", "probability": 0.0007543211541351905 }, { "score": 5.548872470855713, "text": "August 31, 2007", "probability": 0.0007385688685360797 }, { "score": 5.051486968994141, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.0004491373982430223 }, { "score": 4.335639953613281, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 0.00021952844958893482 }, { "score": 4.22653341293335, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007", "probability": 0.0001968368660019073 }, { "score": 3.978762149810791, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007", "probability": 0.00015363874441600008 }, { "score": 3.8511240482330322, "text": "This agreement will be in effect until the end of 2006", "probability": 0.00013522849856782997 }, { "score": 3.7662534713745117, "text": "Effective Dates: September 1, 2006,", "probability": 0.00012422511369982025 }, { "score": 3.6507952213287354, "text": "Effective Dates:", "probability": 0.00011067933014416801 }, { "score": 3.5232832431793213, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 9.742911856732426e-05 }, { "score": 3.517045259475708, "text": "September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.", "probability": 9.682324898040284e-05 }, { "score": 3.495950222015381, "text": "This", "probability": 9.480215142898998e-05 }, { "score": 3.2635719776153564, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 7.514457006782988e-05 }, { "score": 3.2415733337402344, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.", "probability": 7.350954157402651e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Renewal Term": [ { "text": "", "score": 9.089892387390137, "probability": 0.9885676822362052 }, { "score": 4.025294303894043, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "probability": 0.006244237424836865 }, { "score": 3.4913084506988525, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.0036607687751535724 }, { "score": 1.3012776374816895, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time", "probability": 0.0004096887147332006 }, { "score": 1.194918155670166, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 0.0003683516885339388 }, { "score": 0.8585536479949951, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 0.00026313669486475116 }, { "score": 0.4256756901741028, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.00017068089323052688 }, { "score": -0.31466299295425415, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 8.140665354429926e-05 }, { "score": -0.9060342311859131, "text": "In", "probability": 4.506409322477907e-05 }, { "score": -1.0365631580352783, "text": "Effective Dates: September 1, 2006, August 31, 2007", "probability": 3.954964995426094e-05 }, { "score": -1.6919841766357422, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.0535104265731258e-05 }, { "score": -1.740875244140625, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.9555268866430867e-05 }, { "score": -1.870714545249939, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 1.7174151887450918e-05 }, { "score": -1.8724381923675537, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.\n\nBoth parties agree to discuss use of information gathered form this arrangement before using it in any kind of promotional or public message.\n\nAccepted by:", "probability": 1.7144575207255013e-05 }, { "score": -1.9449207782745361, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.5945859821577327e-05 }, { "score": -2.076521873474121, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.3979586075327322e-05 }, { "score": -2.2070789337158203, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 1.226857441995226e-05 }, { "score": -2.260815382003784, "text": "This agreement will be in effect until the end of 2006", "probability": 1.1626705140757515e-05 }, { "score": -2.293360471725464, "text": "This", "probability": 1.1254404124431945e-05 }, { "score": -2.4166533946990967, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 9.94894590931883e-06 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 10.501562118530273, "probability": 0.5150579384909352 }, { "score": 10.388370513916016, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.45993620341912983 }, { "score": 7.306806564331055, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 0.02110529257697775 }, { "score": 4.310409069061279, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 0.0010545628773379286 }, { "score": 3.940364360809326, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.0007283902174116825 }, { "score": 3.8537700176239014, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.0006679695404282932 }, { "score": 3.272939682006836, "text": "In", "probability": 0.0003736846420779236 }, { "score": 2.6025009155273438, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.00019113375525261675 }, { "score": 2.297515869140625, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.00014089126544969828 }, { "score": 2.215357780456543, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.00012977865392562807 }, { "score": 2.104276180267334, "text": "event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.00011613446920057836 }, { "score": 1.7373028993606567, "text": "the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 8.046123020666951e-05 }, { "score": 1.6589198112487793, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 7.439527025379368e-05 }, { "score": 1.6263278722763062, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 7.200967096743249e-05 }, { "score": 1.620779037475586, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 7.161120772490882e-05 }, { "score": 1.2387328147888184, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee", "probability": 4.887203597729396e-05 }, { "score": 1.157383918762207, "text": "In the event that Oceanic Time Warner Cable", "probability": 4.505376144548127e-05 }, { "score": 1.0276665687561035, "text": "Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.9572685709834224e-05 }, { "score": 0.858801007270813, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 3.34239785808542e-05 }, { "score": 0.8344607353210449, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 3.262025100664835e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Governing Law": [ { "text": "", "score": 11.834665298461914, "probability": 0.999999939280248 }, { "score": -6.512788772583008, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.075974338188165e-08 }, { "score": -6.672964096069336, "text": "\"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 9.167241120166496e-09 }, { "score": -7.365639686584473, "text": ".", "probability": 4.585782659680816e-09 }, { "score": -7.488997459411621, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "probability": 4.053590446379597e-09 }, { "score": -7.723316192626953, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.206834408991889e-09 }, { "score": -7.871358871459961, "text": "Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.7655557415709795e-09 }, { "score": -7.9341325759887695, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.5972882027311586e-09 }, { "score": -7.9690351486206055, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 2.508199911551653e-09 }, { "score": -7.977929592132568, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 2.4859897888844983e-09 }, { "score": -8.158184051513672, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 2.0759449056579424e-09 }, { "score": -8.179851531982422, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 2.0314482163774618e-09 }, { "score": -8.182052612304688, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.026981753008251e-09 }, { "score": -8.24747371673584, "text": "The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.898618964381075e-09 }, { "score": -8.266578674316406, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 1.8626902308933967e-09 }, { "score": -8.277935028076172, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.841656520866139e-09 }, { "score": -8.288743019104004, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.8218590916464652e-09 }, { "score": -8.34622859954834, "text": "as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.7200818522601441e-09 }, { "score": -8.350961685180664, "text": "Watchit Media Content and License Agreement", "probability": 1.7119597939201978e-09 }, { "score": -8.419669151306152, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.\n\nThis agreement will be in effect until the end of 2006 and will be evaluated at that time.", "probability": 1.5982852350784786e-09 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Most Favored Nation": [ { "text": "", "score": 6.586880207061768, "probability": 0.2814598558514965 }, { "score": 6.447419166564941, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.24482135686437942 }, { "score": 5.499176025390625, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.09484895204328254 }, { "score": 5.450003147125244, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.09029777043593364 }, { "score": 5.27929162979126, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.07612686707394167 }, { "score": 4.858008861541748, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.04995479437153986 }, { "score": 4.3527021408081055, "text": "The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.03013875132478246 }, { "score": 4.331075191497803, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.029493939862679137 }, { "score": 4.281902313232422, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.028078718357964716 }, { "score": 3.7903895378112793, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.017175761248315328 }, { "score": 2.9883499145507812, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.007701842122317291 }, { "score": 2.9566049575805664, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 0.00746118747081436 }, { "score": 2.8840293884277344, "text": "The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.006938870511635705 }, { "score": 2.842146635055542, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.006654253387947863 }, { "score": 2.792973756790161, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.006334959236800598 }, { "score": 2.6595847606658936, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.005543878704922652 }, { "score": 2.6261773109436035, "text": "\"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.005361731335628367 }, { "score": 2.459102153778076, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 0.0045367539899190965 }, { "score": 2.439504384994507, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 0.004448709291957894 }, { "score": 1.9104640483856201, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.00262104651374092 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Compete": [ { "text": "", "score": 8.542134284973145, "probability": 0.993815172252611 }, { "score": 2.3168466091156006, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.001966516237874139 }, { "score": 1.957390546798706, "text": "The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.0013727383050542237 }, { "score": 1.2869443893432617, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.0007021286359347828 }, { "score": 0.6388782858848572, "text": "\"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.00036725283180184397 }, { "score": 0.6041399240493774, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.0003547141181347526 }, { "score": 0.23046697676181793, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.00024411494897842888 }, { "score": 0.11152756214141846, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.00021674028688043584 }, { "score": -0.29219841957092285, "text": "The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.00014474503573103412 }, { "score": -0.4823669195175171, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 0.00011967806194463176 }, { "score": -0.5251314640045166, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.00011466797470641304 }, { "score": -0.8028733134269714, "text": "\"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 8.686011286895093e-05 }, { "score": -0.8330496549606323, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 8.427814552930818e-05 }, { "score": -0.909105658531189, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 7.810597679926231e-05 }, { "score": -0.9686976671218872, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 7.358745573653195e-05 }, { "score": -1.1121413707733154, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 6.375393255000035e-05 }, { "score": -1.1925057172775269, "text": "The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 5.88308585603554e-05 }, { "score": -1.2728358507156372, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 5.428980137144675e-05 }, { "score": -1.5122690200805664, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 4.2730084188079704e-05 }, { "score": -1.6011791229248047, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.909494274411763e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Exclusivity": [ { "score": 13.396687507629395, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.45530796298538545 }, { "score": 13.303730964660645, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.41489168607456745 }, { "text": "", "score": 12.121633529663086, "probability": 0.12722027765872254 }, { "score": 6.994693756103516, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark", "probability": 0.0007550134466170795 }, { "score": 6.186404228210449, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.", "probability": 0.0003364488162538576 }, { "score": 6.147321701049805, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark", "probability": 0.0003235531845961136 }, { "score": 6.121520042419434, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.000315311754270191 }, { "score": 6.068347454071045, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.000298983759884134 }, { "score": 5.055400371551514, "text": "Watch", "probability": 0.00010857510816316227 }, { "score": 4.7418060302734375, "text": "Watch", "probability": 7.934836432585596e-05 }, { "score": 4.697505950927734, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and", "probability": 7.590994883476551e-05 }, { "score": 4.192595481872559, "text": "Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 4.581617913434754e-05 }, { "score": 4.003208637237549, "text": "it shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 3.7911346237764605e-05 }, { "score": 3.9404706954956055, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 3.5605940737020315e-05 }, { "score": 3.8907523155212402, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 3.387895816580825e-05 }, { "score": 3.781095504760742, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 3.0360344749140765e-05 }, { "score": 3.7473058700561523, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 2.935161801787429e-05 }, { "score": 3.693234920501709, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 2.780669234548946e-05 }, { "score": 3.526139736175537, "text": ".", "probability": 2.352777267355284e-05 }, { "score": 3.4890027046203613, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.2670046318862697e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__No-Solicit Of Customers": [ { "text": "", "score": 11.827205657958984, "probability": 0.9999984462095737 }, { "score": -2.629915237426758, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.264431706539134e-07 }, { "score": -3.9386093616485596, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.4223054018560157e-07 }, { "score": -4.183443069458008, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.1134300321236567e-07 }, { "score": -4.202116966247559, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.0928308863802957e-07 }, { "score": -4.237883567810059, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.0544347816779552e-07 }, { "score": -4.529506206512451, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 7.877159156141662e-08 }, { "score": -4.679643630981445, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 6.779002052488131e-08 }, { "score": -4.939872741699219, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 5.2257628672900474e-08 }, { "score": -5.117712497711182, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.", "probability": 4.374363548027655e-08 }, { "score": -5.146773815155029, "text": "Watchit Media Content and License Agreement", "probability": 4.249068222126455e-08 }, { "score": -5.200636863708496, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 4.026255020052336e-08 }, { "score": -5.313185691833496, "text": "In", "probability": 3.597675132681191e-08 }, { "score": -5.362545967102051, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.", "probability": 3.4244044216343755e-08 }, { "score": -5.510810852050781, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 2.9525307388193443e-08 }, { "score": -5.5465779304504395, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.8487935867028453e-08 }, { "score": -5.587373733520508, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 2.7349134736466853e-08 }, { "score": -5.622076034545898, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.6416335577051086e-08 }, { "score": -5.642974853515625, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 2.5869994191725955e-08 }, { "score": -5.643301963806152, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 2.5861533234318523e-08 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Competitive Restriction Exception": [ { "score": 11.780696868896484, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.8208103993625128 }, { "score": 10.000387191772461, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.1383770861533586 }, { "score": 7.448464870452881, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 0.010783963242920778 }, { "score": 7.222696781158447, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.008604557944309367 }, { "score": 6.9225263595581055, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.006373327060901595 }, { "score": 6.818972587585449, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 0.005746367194099412 }, { "score": 5.89301872253418, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.0022764426829359912 }, { "score": 5.419190406799316, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0014173453951976396 }, { "score": 5.235498428344727, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 0.0011795036372386396 }, { "text": "", "score": 5.139354705810547, "probability": 0.0010713826183626144 }, { "score": 4.65948486328125, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 0.0006630400645143085 }, { "score": 4.649226188659668, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark", "probability": 0.000656272922533194 }, { "score": 4.33317232131958, "text": "The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 0.0004784362032821281 }, { "score": 4.236505031585693, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0004343521392182384 }, { "score": 3.720672845840454, "text": "Watch", "probability": 0.00025930977774074734 }, { "score": 3.6669082641601562, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and", "probability": 0.00024573625296815644 }, { "score": 3.6372787952423096, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program", "probability": 0.00023856202739560583 }, { "score": 3.1544244289398193, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 0.0001471974647749732 }, { "score": 2.9836952686309814, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.00012409480412007613 }, { "score": 2.8866958618164062, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.00011262305161543999 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.01255989074707, "probability": 0.999999902030754 }, { "score": -5.406824111938477, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.721808756462448e-08 }, { "score": -6.193849563598633, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.2389586044506507e-08 }, { "score": -6.607213497161865, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 8.194738902219035e-09 }, { "score": -6.81212854385376, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 6.676389212643489e-09 }, { "score": -7.156022071838379, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 4.733589415736025e-09 }, { "score": -7.280477523803711, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 4.179653399949608e-09 }, { "score": -7.332267761230469, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.968698022973991e-09 }, { "score": -7.3942389488220215, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 3.730218829675086e-09 }, { "score": -7.498244762420654, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.3617480303095442e-09 }, { "score": -7.58648157119751, "text": "In", "probability": 3.077828380478376e-09 }, { "score": -7.618845462799072, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.9798125189405954e-09 }, { "score": -7.7527031898498535, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 2.6064852294083076e-09 }, { "score": -7.8658952713012695, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.", "probability": 2.327536883625526e-09 }, { "score": -7.898756980895996, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.2522931327678112e-09 }, { "score": -7.943047523498535, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 2.1547146994210908e-09 }, { "score": -7.9599175453186035, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 2.1186695118369053e-09 }, { "score": -7.997518539428711, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 2.0404845594677064e-09 }, { "score": -8.012517929077148, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.0101069289788633e-09 }, { "score": -8.04359245300293, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.9486043438591466e-09 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Disparagement": [ { "text": "", "score": 8.63577651977539, "probability": 0.9995275035940249 }, { "score": 0.6890875101089478, "text": "Ocean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 0.0003536645766034187 }, { "score": -1.6924995183944702, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 3.267995561193108e-05 }, { "score": -2.5931572914123535, "text": "\"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 1.3277941688622388e-05 }, { "score": -2.6081202030181885, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.3080744025609069e-05 }, { "score": -3.0505921840667725, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 8.403676141895532e-06 }, { "score": -3.123544216156006, "text": "Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 7.8124390541657e-06 }, { "score": -3.411407947540283, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 5.858264987793181e-06 }, { "score": -3.7042179107666016, "text": "Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 4.371226001725278e-06 }, { "score": -3.7145915031433105, "text": "not include any content that it deems inappropriate or distasteful.", "probability": 4.326115070738684e-06 }, { "score": -3.853879928588867, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.763620908293645e-06 }, { "score": -3.9204649925231934, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 3.521180974984907e-06 }, { "score": -4.001865386962891, "text": "Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 3.245910976639071e-06 }, { "score": -4.033247470855713, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 3.1456292803086613e-06 }, { "score": -4.11532735824585, "text": "The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 2.8977485455870117e-06 }, { "score": -4.1991376876831055, "text": "Ocean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.\n\nThis agreement will be in effect until the end of 2006 and will be evaluated at that time.\n\nBoth parties agree to discuss use of information gathered form this arrangement before using it in any kind of promotional or public message.\n\nAccepted by:", "probability": 2.6647859686414477e-06 }, { "score": -4.240607738494873, "text": "third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 2.5565372129111304e-06 }, { "score": -4.2513747215271, "text": "The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 2.529158676729942e-06 }, { "score": -4.320033073425293, "text": "include any content that it deems inappropriate or distasteful.", "probability": 2.361337879951715e-06 }, { "score": -4.3310112953186035, "text": "distasteful.", "probability": 2.3355563652697268e-06 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Termination For Convenience": [ { "text": "", "score": 11.336009979248047, "probability": 0.9527248898358036 }, { "score": 8.253257751464844, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.04366618291388892 }, { "score": 5.2381672859191895, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 0.002141450687272565 }, { "score": 4.341805458068848, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 0.0008738222168506747 }, { "score": 2.326730489730835, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.00011648959706181395 }, { "score": 1.9914259910583496, "text": "In", "probability": 8.330407559940044e-05 }, { "score": 1.7454754114151, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 6.514052732659537e-05 }, { "score": 1.637345790863037, "text": "In the event that Oceanic Time Warner Cable", "probability": 5.846435630107781e-05 }, { "score": 1.3774428367614746, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 4.508340958662993e-05 }, { "score": 1.3611654043197632, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 4.4355507691490585e-05 }, { "score": 0.7323513031005859, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement", "probability": 2.36514112812106e-05 }, { "score": 0.6764659881591797, "text": "Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.236589987288172e-05 }, { "score": 0.6163539886474609, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable", "probability": 2.106105230230362e-05 }, { "score": 0.5810694694519043, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 2.033088082634822e-05 }, { "score": 0.5114314556121826, "text": "event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.896325082781976e-05 }, { "score": 0.42924773693084717, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.7467101905669098e-05 }, { "score": 0.27037715911865234, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006", "probability": 1.4901302761689294e-05 }, { "score": 0.23268532752990723, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.4350098570565457e-05 }, { "score": 0.22561216354370117, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.4248956090507881e-05 }, { "score": 0.16990697383880615, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.347691817778123e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.069602966308594, "probability": 0.9999955759461538 }, { "score": -0.7977093458175659, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.5810436219477186e-06 }, { "score": -2.3241214752197266, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.608968224208506e-07 }, { "score": -2.958467960357666, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.974334451618997e-07 }, { "score": -3.6990549564361572, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.4182635967221196e-07 }, { "score": -3.8597631454467773, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.2077089259506028e-07 }, { "score": -3.9580726623535156, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.0946291151106682e-07 }, { "score": -4.046347618103027, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.002142935293924e-07 }, { "score": -4.347065448760986, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 7.418730158159104e-08 }, { "score": -4.353373050689697, "text": "Watchit Media Content and License Agreement", "probability": 7.37208303191448e-08 }, { "score": -4.579199314117432, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 5.881865887993308e-08 }, { "score": -4.626115798950195, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 5.6122828092168187e-08 }, { "score": -4.805289268493652, "text": "In", "probability": 4.691648837095032e-08 }, { "score": -5.093960285186768, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 3.5152585136103974e-08 }, { "score": -5.131437301635742, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.385955197534883e-08 }, { "score": -5.251290321350098, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.003514287449097e-08 }, { "score": -5.357126712799072, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.7018767949677677e-08 }, { "score": -5.386175155639648, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 2.6245204612861133e-08 }, { "score": -5.411736011505127, "text": "Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.5582855882942563e-08 }, { "score": -5.445023536682129, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 2.4745283616151008e-08 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Change Of Control": [ { "text": "", "score": 12.10383415222168, "probability": 0.994999511836387 }, { "score": 6.764994144439697, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.004777427581424268 }, { "score": 2.858022928237915, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 9.603246405484467e-05 }, { "score": 2.4302845001220703, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 6.261143151056089e-05 }, { "score": 1.230269432067871, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.8857916616267726e-05 }, { "score": 0.5480270385742188, "text": "In", "probability": 9.532341753490412e-06 }, { "score": 0.4880502223968506, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 8.977429514162483e-06 }, { "score": -0.2762259244918823, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 4.180527558792867e-06 }, { "score": -0.5552469491958618, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.162669419829642e-06 }, { "score": -0.5973629951477051, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 3.0322362334575892e-06 }, { "score": -0.7380166053771973, "text": "In the event that Oceanic Time Warner Cable", "probability": 2.6343771225614528e-06 }, { "score": -0.8123451471328735, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.445667828616902e-06 }, { "score": -0.8334895372390747, "text": "event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.3944985519568093e-06 }, { "score": -1.129215121269226, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.7814867206937176e-06 }, { "score": -1.329061508178711, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.4587820352382675e-06 }, { "score": -1.44074285030365, "text": "Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.3046313663774519e-06 }, { "score": -1.4904099702835083, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.2414169179409328e-06 }, { "score": -1.5281710624694824, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable", "probability": 1.1954136915023344e-06 }, { "score": -1.5285844802856445, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.1949195883271486e-06 }, { "score": -1.6845382452011108, "text": "the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.022371703897064e-06 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Anti-Assignment": [ { "text": "", "score": 11.489402770996094, "probability": 0.9999986201696157 }, { "score": -3.952930212020874, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.9655287402036547e-07 }, { "score": -4.085555076599121, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.7213974356298024e-07 }, { "score": -4.148186683654785, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.6168904291323236e-07 }, { "score": -4.479090213775635, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.1613710959003909e-07 }, { "score": -4.675505638122559, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 9.542647426705567e-08 }, { "score": -4.699491024017334, "text": "Watchit Media Content and License Agreement", "probability": 9.316486467069418e-08 }, { "score": -4.895906448364258, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 7.655085090781558e-08 }, { "score": -5.077547073364258, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 6.383582880597997e-08 }, { "score": -5.239661693572998, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.428239692632605e-08 }, { "score": -5.302293300628662, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.098688207841252e-08 }, { "score": -5.478510856628418, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 4.274921486531806e-08 }, { "score": -5.496593952178955, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 4.198312424885685e-08 }, { "score": -5.633196830749512, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.66225750669614e-08 }, { "score": -5.77059268951416, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.1921156291763604e-08 }, { "score": -5.8296122550964355, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.009170134814899e-08 }, { "score": -5.855958938598633, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 2.9309237738808296e-08 }, { "score": -5.858968734741211, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 2.922115552936102e-08 }, { "score": -5.87204647064209, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 2.8841496923101634e-08 }, { "score": -5.890129089355469, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 2.8324654149596904e-08 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 11.660054206848145, "probability": 0.9999069786655195 }, { "score": 2.066891670227051, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 6.818707260813476e-05 }, { "score": 0.45143038034439087, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.3555518120615523e-05 }, { "score": -1.2021384239196777, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.5940617785083116e-06 }, { "score": -1.9104105234146118, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 1.277561013508637e-06 }, { "score": -1.95773184299469, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 1.218513267559706e-06 }, { "score": -2.234797954559326, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 9.236383970643316e-07 }, { "score": -2.311493396759033, "text": "In", "probability": 8.554479139084549e-07 }, { "score": -2.3836135864257812, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 7.959250459340142e-07 }, { "score": -2.6384129524230957, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 6.168992077765076e-07 }, { "score": -2.7893548011779785, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 5.304702107176749e-07 }, { "score": -2.860055923461914, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 4.942604875646483e-07 }, { "score": -2.885434150695801, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 4.818748599785363e-07 }, { "score": -3.434882640838623, "text": "Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.7817098083274913e-07 }, { "score": -3.455054759979248, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.726158999119315e-07 }, { "score": -3.611300468444824, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 2.3318173684468198e-07 }, { "score": -3.805079460144043, "text": "Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.9210443266614053e-07 }, { "score": -3.8985514640808105, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 1.749617083156298e-07 }, { "score": -3.926954746246338, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn", "probability": 1.7006213294552825e-07 }, { "score": -3.93325138092041, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.6899467803610841e-07 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Price Restrictions": [ { "score": 12.097673416137695, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.7052768457448653 }, { "text": "", "score": 11.103235244750977, "probability": 0.2609039268877703 }, { "score": 8.254414558410645, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 0.01510961894145752 }, { "score": 7.940537452697754, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.011039220718773968 }, { "score": 7.075789451599121, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.004649252482343823 }, { "score": 5.054411888122559, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 0.0006158997246951844 }, { "score": 4.763965129852295, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.0004606494803280041 }, { "score": 4.522416114807129, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 0.00036179884926809707 }, { "score": 4.24609375, "text": "In", "probability": 0.0002744491581474535 }, { "score": 4.097279071807861, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 0.0002365007429541503 }, { "score": 4.062719821929932, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.00022846707304797746 }, { "score": 3.4412684440612793, "text": "event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.00012272434240335556 }, { "score": 3.4054226875305176, "text": "the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.00011840310717112027 }, { "score": 3.3447132110595703, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program", "probability": 0.00011142876286364772 }, { "score": 3.334840774536133, "text": "Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.00011033410185198113 }, { "score": 3.2074615955352783, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 9.713811901790753e-05 }, { "score": 3.0049939155578613, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 7.933395278064197e-05 }, { "score": 2.9845714569091797, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 7.773019053522943e-05 }, { "score": 2.9186534881591797, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 7.277159974775042e-05 }, { "score": 2.611121892929077, "text": "cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.3506019976846985e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Minimum Commitment": [ { "text": "", "score": 11.923192977905273, "probability": 0.9992773628806101 }, { "score": 4.597323894500732, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.0006578116053108026 }, { "score": 1.221357822418213, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.2487340448450393e-05 }, { "score": 0.73811936378479, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 1.3869803202318535e-05 }, { "score": -0.13188838958740234, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 5.810730486440388e-06 }, { "score": -0.5171899795532227, "text": "In", "probability": 3.952722974943833e-06 }, { "score": -0.5635068416595459, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.7738203358573714e-06 }, { "score": -0.7098488807678223, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 3.2600606547065234e-06 }, { "score": -1.1179155111312866, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.1677270378073153e-06 }, { "score": -1.149755597114563, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.099793663859457e-06 }, { "score": -1.317936897277832, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 1.7747468347297392e-06 }, { "score": -1.7938623428344727, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 1.102667604356873e-06 }, { "score": -1.8889919519424438, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.0026061198107156e-06 }, { "score": -2.017033100128174, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 8.821100844901741e-07 }, { "score": -2.3405566215515137, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 6.382903916659259e-07 }, { "score": -2.6378469467163086, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 4.741401788656947e-07 }, { "score": -2.6686716079711914, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 4.5974792618187827e-07 }, { "score": -2.7179317474365234, "text": "Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 4.376494350286655e-07 }, { "score": -2.847022533416748, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.846475372370226e-07 }, { "score": -3.2903294563293457, "text": "Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.469091621384546e-07 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Volume Restriction": [ { "text": "", "score": 11.685232162475586, "probability": 0.8745741890987728 }, { "score": 9.699174880981445, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.1200225744354819 }, { "score": 5.690605640411377, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 0.0021795329371121167 }, { "score": 5.628113746643066, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.0020474983093837526 }, { "score": 3.8110368251800537, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.0003327185936392562 }, { "score": 2.881798505783081, "text": "In", "probability": 0.00013137538361187922 }, { "score": 2.768325090408325, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.00011728247412463225 }, { "score": 2.754889965057373, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 0.00011571730703431387 }, { "score": 2.4928269386291504, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 8.904013133835985e-05 }, { "score": 2.4916319847106934, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 8.893379603006696e-05 }, { "score": 2.201089382171631, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 6.650982130525027e-05 }, { "score": 1.8148870468139648, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 4.5202269248914646e-05 }, { "score": 1.6195448637008667, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 3.718126878147382e-05 }, { "score": 1.3972417116165161, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.977002321986026e-05 }, { "score": 1.2308382987976074, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.5206415417669555e-05 }, { "score": 1.1681201457977295, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.3674070777128286e-05 }, { "score": 1.138807773590088, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 2.2990199512707016e-05 }, { "score": 1.0579884052276611, "text": "Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.120524694823339e-05 }, { "score": 0.762126088142395, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 1.5774367799588795e-05 }, { "score": 0.6155617237091064, "text": "event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.3623850460182733e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Ip Ownership Assignment": [ { "text": "", "score": 11.6121826171875, "probability": 0.9999971165755356 }, { "score": -3.310530424118042, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 3.304812456223606e-07 }, { "score": -3.427454948425293, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.94013412752443e-07 }, { "score": -3.47432541847229, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.8055082921192425e-07 }, { "score": -3.479766368865967, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 2.7902851125108055e-07 }, { "score": -3.8689534664154053, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.890718062047451e-07 }, { "score": -4.072227954864502, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 1.542928440554567e-07 }, { "score": -4.2585883140563965, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.2805911871757775e-07 }, { "score": -4.29178524017334, "text": "Watchit Media Content and License Agreement", "probability": 1.238777381021653e-07 }, { "score": -4.317258358001709, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 1.2076203765983664e-07 }, { "score": -4.326853275299072, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.1960887698337507e-07 }, { "score": -4.400130271911621, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.", "probability": 1.111577167464013e-07 }, { "score": -4.481053352355957, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.0251683038469053e-07 }, { "score": -4.486494064331055, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.01960580408067e-07 }, { "score": -4.536717414855957, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 9.696624434296976e-08 }, { "score": -4.542158126831055, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 9.644011150266784e-08 }, { "score": -4.604020118713379, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 9.065492065326134e-08 }, { "score": -4.629493236541748, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 8.837482109133934e-08 }, { "score": -4.633263111114502, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 8.804228630149052e-08 }, { "score": -4.638704299926758, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 8.756453255116094e-08 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Joint Ip Ownership": [ { "text": "", "score": 11.791423797607422, "probability": 0.9999997649243129 }, { "score": -4.629247665405273, "text": "Watchit Media Content and License Agreement", "probability": 7.389122939629195e-08 }, { "score": -5.086028099060059, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 4.679674761970379e-08 }, { "score": -6.198681354522705, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 1.5381422495277233e-08 }, { "score": -6.388230323791504, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.2725546143717341e-08 }, { "score": -6.7361345291137695, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 8.986354635008511e-09 }, { "score": -6.876568794250488, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 7.808969508509056e-09 }, { "score": -6.925683498382568, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 7.4347005686061455e-09 }, { "score": -6.991208553314209, "text": "Media Content and License Agreement", "probability": 6.963159001841406e-09 }, { "score": -7.00394344329834, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 6.8750461823646725e-09 }, { "score": -7.07147741317749, "text": "Watchit", "probability": 6.426077950372531e-09 }, { "score": -7.192914962768555, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 5.69123254967459e-09 }, { "score": -7.231613636016846, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 5.475196515204351e-09 }, { "score": -7.376298904418945, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.", "probability": 4.737657900833387e-09 }, { "score": -7.3824639320373535, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 4.7085399577150564e-09 }, { "score": -7.388224124908447, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 4.681495823907335e-09 }, { "score": -7.414021968841553, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 4.562267849997424e-09 }, { "score": -7.528257846832275, "text": "Oceanic Time Warner Cable and Watchit", "probability": 4.069759706058127e-09 }, { "score": -7.541396617889404, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 4.016637807443361e-09 }, { "score": -7.585420608520508, "text": "Exhibit 10.1\n\n\n\nOceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 3.843645232987794e-09 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__License Grant": [ { "text": "", "score": 9.100037574768066, "probability": 0.9498610975715237 }, { "score": 5.8514862060546875, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 0.03688350352373403 }, { "score": 3.901801586151123, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 0.005249221459638886 }, { "score": 2.6723639965057373, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 0.0015351716249274695 }, { "score": 2.668515205383301, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.001529274425829494 }, { "score": 2.6097774505615234, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 0.001442035470395356 }, { "score": 2.409937620162964, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 0.0011808279042308935 }, { "score": 1.398292064666748, "text": "use the content solely on channel 777, the Las Vegas channel.", "probability": 0.0004293727959061377 }, { "score": 1.1308578252792358, "text": "Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 0.00032861645824849465 }, { "score": 1.0245327949523926, "text": "the content solely on channel 777, the Las Vegas channel.", "probability": 0.0002954696900930692 }, { "score": 0.7188307046890259, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.00021764475507399052 }, { "score": 0.592491626739502, "text": "channel 777, the Las Vegas channel.", "probability": 0.00019181379654091647 }, { "score": 0.5428367853164673, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.00018252191542843466 }, { "score": 0.23943090438842773, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 0.00013475581588634765 }, { "score": 0.03018784523010254, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel", "probability": 0.00010931365407140694 }, { "score": -0.05840182304382324, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 0.00010004615624911621 }, { "score": -0.10148882865905762, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 9.582701475236498e-05 }, { "score": -0.1367177963256836, "text": "content solely on channel 777, the Las Vegas channel.", "probability": 9.250990026751729e-05 }, { "score": -0.3160247802734375, "text": "will use the content solely on channel 777, the Las Vegas channel.", "probability": 7.732433239362465e-05 }, { "score": -0.5106068849563599, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 6.365173480923485e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Transferable License": [ { "text": "", "score": 10.135047912597656, "probability": 0.9987036170794419 }, { "score": 3.0503642559051514, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0008367536291838114 }, { "score": 1.0625207424163818, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.00011462731926026352 }, { "score": 0.903243899345398, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 9.774962091594198e-05 }, { "score": 0.05977118760347366, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 4.205324733568254e-05 }, { "score": 0.057497330009937286, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 4.1957732874191426e-05 }, { "score": -0.3481982946395874, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 2.7965374691608467e-05 }, { "score": -0.35489946603775024, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 2.7778600424708996e-05 }, { "score": -0.5425431728363037, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 2.302595938970133e-05 }, { "score": -0.7018200159072876, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 1.9635622782547532e-05 }, { "score": -1.4720195531845093, "text": "Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 9.089736030604453e-06 }, { "score": -1.5452927350997925, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 8.44751813434101e-06 }, { "score": -1.5475666522979736, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 8.42833100081741e-06 }, { "score": -1.6019810438156128, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 7.981963051188989e-06 }, { "score": -1.6867601871490479, "text": "Watchit Media Content and License Agreement", "probability": 7.333150512499413e-06 }, { "score": -1.953262209892273, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 5.6175926133691e-06 }, { "score": -1.9785486459732056, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 5.47732462943845e-06 }, { "score": -2.1378254890441895, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 4.670844695805111e-06 }, { "score": -2.2305335998535156, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 4.257285802076317e-06 }, { "score": -2.4172821044921875, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.", "probability": 3.5320672293666798e-06 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Affiliate License-Licensor": [ { "score": 9.292010307312012, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.6733053151637683 }, { "score": 8.452546119689941, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.29082877795574397 }, { "text": "", "score": 5.045036792755127, "probability": 0.009633295461993234 }, { "score": 4.9980387687683105, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.009191023959118827 }, { "score": 4.153295516967773, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.003949085761639504 }, { "score": 3.417076587677002, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0018913014123688478 }, { "score": 3.256986141204834, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0016115149891757705 }, { "score": 3.241919755935669, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0015874172720655138 }, { "score": 3.203240156173706, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0015271889204344132 }, { "score": 2.808643341064453, "text": "Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.001029251586901981 }, { "score": 2.6719882488250732, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.0008977863390586684 }, { "score": 2.5422441959381104, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 0.0007885438819742815 }, { "score": 2.5224356651306152, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.", "probability": 0.000773077673343424 }, { "score": 2.3925764560699463, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 0.0006789315533920975 }, { "score": 1.9574649333953857, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.00043939940014623005 }, { "score": 1.9437503814697266, "text": "Watch", "probability": 0.00043341436907606433 }, { "score": 1.9088449478149414, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 0.0004185468408373128 }, { "score": 1.7311131954193115, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 0.00035039358694876444 }, { "score": 1.70625638961792, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.\n\nThis agreement will be in effect until the end of 2006 and will be evaluated at that time.\n\nBoth parties agree to discuss use of information gathered form this arrangement before using it in any kind of promotional or public message.\n\nAccepted by:", "probability": 0.00034179127748638666 }, { "score": 1.6526224613189697, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0003239425945266081 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Affiliate License-Licensee": [ { "text": "", "score": 9.116701126098633, "probability": 0.9969109611680572 }, { "score": 2.7128114700317383, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0016499942501595984 }, { "score": 1.9178589582443237, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.0007451418257154913 }, { "score": 0.4922821521759033, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.00017910957408477033 }, { "score": 0.18777263164520264, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0001320906254891717 }, { "score": 0.003847956657409668, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.00010989919854100518 }, { "score": -0.9069046378135681, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 4.420380955034749e-05 }, { "score": -1.242397665977478, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 3.160508249558352e-05 }, { "score": -1.614509105682373, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 2.1784669891199786e-05 }, { "score": -1.7005245685577393, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.", "probability": 1.9989178328637347e-05 }, { "score": -1.798433780670166, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 1.8124812057305945e-05 }, { "score": -1.8312644958496094, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.", "probability": 1.753942345759788e-05 }, { "score": -1.8591029644012451, "text": "Watchit Media Content and License Agreement", "probability": 1.7057886493151662e-05 }, { "score": -1.8634662628173828, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 1.6983619985327505e-05 }, { "score": -1.8844492435455322, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.", "probability": 1.6630965821193412e-05 }, { "score": -1.8862147331237793, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.6601629928086573e-05 }, { "score": -2.047390937805176, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 1.413034587276974e-05 }, { "score": -2.1067895889282227, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 1.3315463422138565e-05 }, { "score": -2.1212158203125, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.\n\nThis agreement will be in effect until the end of 2006 and will be evaluated at that time.\n\nBoth parties agree to discuss use of information gathered form this arrangement before using it in any kind of promotional or public message.\n\nAccepted by:", "probability": 1.3124750408380883e-05 }, { "score": -2.2351255416870117, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.", "probability": 1.1711720241129031e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.300310134887695, "probability": 0.9999942853423828 }, { "score": -2.412648916244507, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 1.107988037911574e-06 }, { "score": -2.9371590614318848, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 6.557574147421902e-07 }, { "score": -2.950011968612671, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 6.47382958895328e-07 }, { "score": -3.474522113800049, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.8315050429021897e-07 }, { "score": -3.6871039867401123, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 3.097749297251023e-07 }, { "score": -3.689943552017212, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 3.088965512876012e-07 }, { "score": -3.784809112548828, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.809399301676457e-07 }, { "score": -3.8012287616729736, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 2.763646600468136e-07 }, { "score": -3.9869236946105957, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 2.2952829066484946e-07 }, { "score": -4.0624470710754395, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.1283195620073679e-07 }, { "score": -4.21161413192749, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.8333880882989156e-07 }, { "score": -4.2259840965271, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.807230756452602e-07 }, { "score": -4.325738906860352, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.6356510070270826e-07 }, { "score": -4.5114336013793945, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 1.3584525214353952e-07 }, { "score": -4.5179667472839355, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 1.3496064806100282e-07 }, { "score": -4.5219011306762695, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.3443070431319266e-07 }, { "score": -4.565433979034424, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 1.2870410479085994e-07 }, { "score": -4.630945205688477, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.2054278856138844e-07 }, { "score": -4.636025905609131, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.199319000099143e-07 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.773195266723633, "probability": 0.9999996089994471 }, { "score": -4.302683353424072, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 1.0431204356872247e-07 }, { "score": -5.453202247619629, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 3.3011894357546217e-08 }, { "score": -5.501175880432129, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 3.1465581535560894e-08 }, { "score": -5.517275810241699, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 3.096304414486437e-08 }, { "score": -5.854354381561279, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 2.210305419095444e-08 }, { "score": -5.896219730377197, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 2.119680470476408e-08 }, { "score": -6.031378746032715, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 1.8517040813989725e-08 }, { "score": -6.047759532928467, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.8216187945136915e-08 }, { "score": -6.088163375854492, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 1.749485439930823e-08 }, { "score": -6.426703453063965, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.2470510862298042e-08 }, { "score": -6.487924098968506, "text": "Watchit Media Content and License Agreement", "probability": 1.1729957978385549e-08 }, { "score": -6.544708251953125, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 1.1082440593880332e-08 }, { "score": -6.640703201293945, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.006804933991679e-08 }, { "score": -6.715767860412598, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 9.339963261824845e-09 }, { "score": -6.744436264038086, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.", "probability": 9.07600316086701e-09 }, { "score": -6.783693313598633, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 8.726609016837907e-09 }, { "score": -6.9290056228637695, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 7.546354178435088e-09 }, { "score": -7.019647121429443, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 6.892425519198895e-09 }, { "score": -7.0349531173706055, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week", "probability": 6.7877333351253466e-09 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Source Code Escrow": [ { "text": "", "score": 12.04176139831543, "probability": 0.9999999016235429 }, { "score": -6.42775821685791, "text": "Watchit Media Content and License Agreement", "probability": 9.523344721552012e-09 }, { "score": -6.505220413208008, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 8.813493743903534e-09 }, { "score": -6.6709980964660645, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 7.467096561888781e-09 }, { "score": -6.6973090171813965, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 7.273192459950349e-09 }, { "score": -6.732808589935303, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 7.019526392592894e-09 }, { "score": -6.946579933166504, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.668499289240998e-09 }, { "score": -6.972890853881836, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 5.521300809228185e-09 }, { "score": -7.008390426635742, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 5.3287352101894375e-09 }, { "score": -7.052403450012207, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.099287837339098e-09 }, { "score": -7.078714370727539, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 4.96687052889402e-09 }, { "score": -7.114213943481445, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 4.793641713476865e-09 }, { "score": -7.293677806854248, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 4.006133386624138e-09 }, { "score": -7.331444263458252, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.85765727942599e-09 }, { "score": -7.3591156005859375, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 3.752374125035732e-09 }, { "score": -7.393527030944824, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 3.6254459785678853e-09 }, { "score": -7.538308143615723, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 3.136778119775884e-09 }, { "score": -7.607026100158691, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.928464546470302e-09 }, { "score": -7.644132137298584, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 2.821792166014064e-09 }, { "score": -7.6616387367248535, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 2.7728220814206427e-09 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Post-Termination Services": [ { "text": "", "score": 12.020895004272461, "probability": 0.8370331394939053 }, { "score": 10.346091270446777, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.15681392777428327 }, { "score": 6.921104431152344, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 0.0051042477731901605 }, { "score": 4.1316680908203125, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.0003136858565964977 }, { "score": 3.6235134601593018, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 0.00018871489758178218 }, { "score": 2.9391214847564697, "text": "In", "probability": 9.518719461035119e-05 }, { "score": 2.6086530685424805, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 6.840028601602018e-05 }, { "score": 2.5955471992492676, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 6.750968957579513e-05 }, { "score": 2.3364720344543457, "text": "event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.210161633864085e-05 }, { "score": 2.1807658672332764, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 4.458911651105109e-05 }, { "score": 2.002440929412842, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 3.730639900429771e-05 }, { "score": 1.8709940910339355, "text": "In the event that Oceanic Time Warner Cable", "probability": 3.271121641205927e-05 }, { "score": 1.839338779449463, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.169195036860834e-05 }, { "score": 1.8238598108291626, "text": "the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.120516882079234e-05 }, { "score": 1.5580766201019287, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.3922048324227946e-05 }, { "score": 1.2346220016479492, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.7311065810512504e-05 }, { "score": 1.0272560119628906, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.4069086583225897e-05 }, { "score": 0.7066817283630371, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 1.021038833232465e-05 }, { "score": 0.6909911632537842, "text": ".", "probability": 1.0051431888780338e-05 }, { "score": 0.6876142024993896, "text": "Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.001754584588759e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Audit Rights": [ { "text": "", "score": 12.212228775024414, "probability": 0.9999999886407455 }, { "score": -8.434388160705566, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 1.0796629292300047e-09 }, { "score": -8.527792930603027, "text": "Watchit Media Content and License Agreement", "probability": 9.83383718928986e-10 }, { "score": -8.561053276062012, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.\n\nThis agreement will be in effect until the end of 2006 and will be evaluated at that time.\n\nBoth parties agree to discuss use of information gathered form this arrangement before using it in any kind of promotional or public message.\n\nAccepted by:", "probability": 9.512139904535949e-10 }, { "score": -8.63190746307373, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 8.861487859487475e-10 }, { "score": -8.679964065551758, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.\n\nBoth parties agree to discuss use of information gathered form this arrangement before using it in any kind of promotional or public message.\n\nAccepted by:", "probability": 8.445705421269494e-10 }, { "score": -8.784534454345703, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 7.607143113327577e-10 }, { "score": -8.844045639038086, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 7.167640382189945e-10 }, { "score": -8.996672630310059, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 6.15305996428217e-10 }, { "score": -9.206779479980469, "text": "Exhibit 10.1\n\n\n\nOceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 4.987040579445606e-10 }, { "score": -9.234495162963867, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.\n\nThis agreement will be in effect until the end of 2006 and will be evaluated at that time.\n\nBoth parties agree to discuss use of information gathered form this arrangement before using it in any kind of promotional or public message.\n\nAccepted by:", "probability": 4.850719190188993e-10 }, { "score": -9.284175872802734, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 4.6156203106032917e-10 }, { "score": -9.3406400680542, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 4.362224246252333e-10 }, { "score": -9.401155471801758, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.\n\nThis agreement will be in effect until the end of 2006 and will be evaluated at that time.", "probability": 4.1060712526861605e-10 }, { "score": -9.405868530273438, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 4.086764631139511e-10 }, { "score": -9.452704429626465, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 3.899770533850287e-10 }, { "score": -9.496313095092773, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 3.7333615530760025e-10 }, { "score": -9.520066261291504, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "probability": 3.645727311305997e-10 }, { "score": -9.546201705932617, "text": "Accepted by:", "probability": 3.5516789580888736e-10 }, { "score": -9.596954345703125, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.3759197234554063e-10 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Uncapped Liability": [ { "text": "", "score": 12.271814346313477, "probability": 0.9999999145696263 }, { "score": -6.0173211097717285, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.1405894639802693e-08 }, { "score": -6.088780403137207, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.0619277718554354e-08 }, { "score": -6.400234699249268, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 7.777358109856983e-09 }, { "score": -6.41671085357666, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 7.650267018633967e-09 }, { "score": -6.799624443054199, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.216501477430229e-09 }, { "score": -6.819734573364258, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 5.112644739323511e-09 }, { "score": -6.891193866729736, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 4.760046982524247e-09 }, { "score": -6.894924163818359, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 4.742323670285475e-09 }, { "score": -7.2191243171691895, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.429200309351246e-09 }, { "score": -7.264391899108887, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 3.277429762085512e-09 }, { "score": -7.277837753295898, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.233656860896577e-09 }, { "score": -7.377669811248779, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 2.926425153392012e-09 }, { "score": -7.379845142364502, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 2.920066128697756e-09 }, { "score": -7.647305488586426, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.2347869890619415e-09 }, { "score": -7.6973371505737305, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.1257278356538158e-09 }, { "score": -7.711041450500488, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 2.0967949292622914e-09 }, { "score": -7.762758731842041, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.9911107988052605e-09 }, { "score": -7.767290115356445, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.9821087234876705e-09 }, { "score": -7.794578552246094, "text": "Watchit Media Content and License Agreement", "probability": 1.928751404634359e-09 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Cap On Liability": [ { "text": "", "score": 11.983211517333984, "probability": 0.9999931316748121 }, { "score": -0.1470116376876831, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.3939639135934374e-06 }, { "score": -3.3857526779174805, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.11514757897715e-07 }, { "score": -3.5244600772857666, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 1.841199364839218e-07 }, { "score": -3.551684617996216, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.7917497337234888e-07 }, { "score": -3.663116216659546, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.6028143432587784e-07 }, { "score": -3.695549726486206, "text": "In", "probability": 1.5516634341269867e-07 }, { "score": -4.1223344802856445, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.0126217756262762e-07 }, { "score": -4.187094688415527, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 9.491224832169005e-08 }, { "score": -4.316951274871826, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 8.335396482000207e-08 }, { "score": -4.44627571105957, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 7.324219872693595e-08 }, { "score": -4.5904927253723145, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 6.340576106774731e-08 }, { "score": -5.005363464355469, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 4.187479048997275e-08 }, { "score": -5.1307172775268555, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 3.6941300272677034e-08 }, { "score": -5.634427547454834, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.232305283247773e-08 }, { "score": -5.6555562019348145, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.1856344583110975e-08 }, { "score": -6.152754306793213, "text": "Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.3293738627255294e-08 }, { "score": -6.338771343231201, "text": "event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.1037252123738334e-08 }, { "score": -6.37061071395874, "text": "Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.0691368538737472e-08 }, { "score": -6.446540355682373, "text": "Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 9.909630832018582e-09 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Liquidated Damages": [ { "score": 13.739201545715332, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.8301632187612212 }, { "text": "", "score": 11.976555824279785, "probability": 0.14244794135428226 }, { "score": 10.241945266723633, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 0.025137633140547636 }, { "score": 7.308493614196777, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 0.0013376500749306688 }, { "score": 5.1538591384887695, "text": "In", "probability": 0.00015509459208930867 }, { "score": 4.93394136428833, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.00012447656037790995 }, { "score": 4.456525802612305, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 7.722334953729925e-05 }, { "score": 4.379805564880371, "text": "the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 7.15203216869243e-05 }, { "score": 4.2242631912231445, "text": "event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 6.121787702151003e-05 }, { "score": 4.0924835205078125, "text": "Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 5.365955673507207e-05 }, { "score": 4.044651985168457, "text": ".", "probability": 5.115335333027502e-05 }, { "score": 3.8842430114746094, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 4.357218880175696e-05 }, { "score": 3.811237335205078, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement", "probability": 4.050451296096849e-05 }, { "score": 3.73555850982666, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 3.7552297959495485e-05 }, { "score": 3.7054948806762695, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.644014110028823e-05 }, { "score": 3.6909403800964355, "text": "cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.5913614009578024e-05 }, { "score": 3.659811019897461, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee", "probability": 3.481286783236429e-05 }, { "score": 3.6066198348999023, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($", "probability": 3.3009516501754976e-05 }, { "score": 3.5025079250335693, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.9745682305421798e-05 }, { "score": 3.4298198223114014, "text": "Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.7660236768102966e-05 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Warranty Duration": [ { "text": "", "score": 11.171148300170898, "probability": 0.9999932265962066 }, { "score": -1.9862027168273926, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.9312216221802284e-06 }, { "score": -2.510300397872925, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.1434558068808805e-06 }, { "score": -3.294163465499878, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 5.22146029024324e-07 }, { "score": -3.5527238845825195, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 4.031815185456493e-07 }, { "score": -3.559025526046753, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 4.006488016888716e-07 }, { "score": -3.7506601810455322, "text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "probability": 3.307790342804672e-07 }, { "score": -3.769296646118164, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.2467156990286796e-07 }, { "score": -4.083123207092285, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.3721989933698698e-07 }, { "score": -4.293394088745117, "text": "Effective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.9223463334455868e-07 }, { "score": -4.35767936706543, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.8026561395255349e-07 }, { "score": -4.418856620788574, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 1.695680197122564e-07 }, { "score": -4.464271545410156, "text": "\"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.620393517771504e-07 }, { "score": -4.677034378051758, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program", "probability": 1.3098415809252185e-07 }, { "score": -4.735590934753418, "text": "The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.2353442085297553e-07 }, { "score": -4.860684394836426, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.0900855534060396e-07 }, { "score": -4.866986274719238, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.0832375654484837e-07 }, { "score": -4.875253677368164, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.0743189221371557e-07 }, { "score": -4.881777286529541, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 1.0673332958963336e-07 }, { "score": -5.052792549133301, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006,", "probability": 8.995577981669902e-08 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Insurance": [ { "text": "", "score": 11.719380378723145, "probability": 0.9999998454442302 }, { "score": -5.883692741394043, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.265074090141814e-08 }, { "score": -5.994597434997559, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 2.0272957775112556e-08 }, { "score": -6.255312919616699, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.562031614636435e-08 }, { "score": -6.705356121063232, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 9.959523037057873e-09 }, { "score": -6.768306732177734, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 9.35189102477141e-09 }, { "score": -6.81626033782959, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 8.914016859184758e-09 }, { "score": -6.924652099609375, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "probability": 7.998333472632394e-09 }, { "score": -6.936866760253906, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:", "probability": 7.901230788996853e-09 }, { "score": -7.065058708190918, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 6.950590329573801e-09 }, { "score": -7.076976299285889, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 6.868247673792547e-09 }, { "score": -7.229170322418213, "text": "\"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 5.89859968519453e-09 }, { "score": -7.242321491241455, "text": "Watchit Media Content and License Agreement", "probability": 5.821534067116555e-09 }, { "score": -7.38272762298584, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 5.058943569050903e-09 }, { "score": -7.589970588684082, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 4.112021328302489e-09 }, { "score": -7.676475524902344, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 3.771262321727229e-09 }, { "score": -7.782301902770996, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 3.3925552580653988e-09 }, { "score": -7.783808708190918, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.3874471868163568e-09 }, { "score": -7.787380218505859, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 3.375370463156123e-09 }, { "score": -7.825172424316406, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 3.2501881252252303e-09 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Covenant Not To Sue": [ { "text": "", "score": 11.695284843444824, "probability": 0.9999901573694652 }, { "score": -0.37589049339294434, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.", "probability": 5.722039961555369e-06 }, { "score": -2.4386181831359863, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 7.273101244691244e-07 }, { "score": -2.607430934906006, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 6.143348979900422e-07 }, { "score": -2.7357800006866455, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.", "probability": 5.403359901958249e-07 }, { "score": -3.1659250259399414, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 3.514425040945326e-07 }, { "score": -3.3422164916992188, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 2.9464011402174936e-07 }, { "score": -3.5110292434692383, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 2.4887279621392083e-07 }, { "score": -3.605898380279541, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.", "probability": 2.2634780365989696e-07 }, { "score": -3.739819049835205, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.", "probability": 1.9797724522561365e-07 }, { "score": -3.996016025543213, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 1.5323230837973126e-07 }, { "score": -4.057977676391602, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.", "probability": 1.440259475165964e-07 }, { "score": -4.069523334503174, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 1.4237263581898345e-07 }, { "score": -4.329751491546631, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 1.0975160316515594e-07 }, { "score": -4.7985076904296875, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "probability": 6.868037254630596e-08 }, { "score": -4.885100364685059, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "probability": 6.298337395823675e-08 }, { "score": -4.888245582580566, "text": "Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 6.278558872521847e-08 }, { "score": -4.899614334106445, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 6.207583710700359e-08 }, { "score": -4.967320442199707, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 5.801204773953908e-08 }, { "score": -5.0132222175598145, "text": "agrees to not edit or modify the above content.", "probability": 5.5409382203196076e-08 } ], "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Third Party Beneficiary": [ { "text": "", "score": 6.435214519500732, "probability": 0.7751482754925977 }, { "score": 4.993581771850586, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.18335452735282726 }, { "score": 3.200150966644287, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.030508056046640347 }, { "score": 0.28201770782470703, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content:", "probability": 0.001648486381903213 }, { "score": 0.26654836535453796, "text": "Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0016231816102123332 }, { "score": 0.1997685432434082, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.0015183259177636351 }, { "score": 0.06462234258651733, "text": "Watchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0013263915799818814 }, { "score": -0.2430242896080017, "text": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0009751300084836028 }, { "score": -0.3122541904449463, "text": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0009099056413460449 }, { "score": -0.7484509944915771, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program.", "probability": 0.0005882453361677804 }, { "score": -0.751732349395752, "text": "Watch", "probability": 0.0005863182578920809 }, { "score": -0.9846394658088684, "text": "Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0004644972453783798 }, { "score": -1.2603402137756348, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark", "probability": 0.0003525720082012567 }, { "score": -1.9673831462860107, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.\n\nThis agreement will be in effect until the end of 2006 and will be evaluated at that time.\n\nBoth parties agree to discuss use of information gathered form this arrangement before using it in any kind of promotional or public message.\n\nAccepted by:", "probability": 0.0001738533186562673 }, { "score": -2.0617642402648926, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"", "probability": 0.00015819538033519433 }, { "score": -2.0871164798736572, "text": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.", "probability": 0.0001542351851674112 }, { "score": -2.0882718563079834, "text": "Watch", "probability": 0.00015405708837335598 }, { "score": -2.231844663619995, "text": "Oceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0001334531433557558 }, { "score": -2.400810480117798, "text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.\n\nWatchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "probability": 0.0001127062203762719 }, { "score": -2.4288783073425293, "text": "Watchit shall", "probability": 0.00010958678434049093 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Document Name": [ { "score": 14.340846061706543, "text": "RESELLER AGREEMENT", "probability": 0.7055244986353553 }, { "score": 12.366931915283203, "text": "Reseller Agreement", "probability": 0.09800586751459602 }, { "score": 11.638721466064453, "text": "Reseller Agreement", "probability": 0.04731450462860767 }, { "score": 11.291133880615234, "text": "RESELLER AGREEMENT\n\nTHIS AGREEMENT", "probability": 0.033422499630116155 }, { "score": 10.90384578704834, "text": "RESELLER", "probability": 0.022690383973629945 }, { "text": "", "score": 10.812398910522461, "probability": 0.02070746668632208 }, { "score": 10.422760009765625, "text": "Reseller Agreement", "probability": 0.014025196246884778 }, { "score": 9.925094604492188, "text": "RESELLER AGREEMENT\n\nTHIS AGREEMENT (", "probability": 0.008526594456359896 }, { "score": 9.82904052734375, "text": "PAYMENT OF COMPENSATION (SUBJECT TO RECEIPT OF GOOD, VALID FUNDS)\n\nPORTAL SALES: MediaNet shall remit all sums due to Member Provider within 30 days of receipt of cleared funds.\n\nMONTHLY HOSTING FEES: In addition, MediaNet shall remit hosting fees to Member Provider in monthly installments on or before the 15th business day of each month. 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"score": 6.5420732498168945, "text": "the 19 day of March, 2004 (", "probability": 0.00015749828386215769 }, { "score": 6.077675819396973, "text": "19 day", "probability": 9.898983139457501e-05 }, { "score": 6.001976013183594, "text": "day of March, 2004", "probability": 9.177292554839758e-05 }, { "score": 5.8332695960998535, "text": "entered into as of the 19 day of March, 2004", "probability": 7.752580962799758e-05 }, { "score": 5.541689395904541, "text": "RESELLER AGREEMENT\n\nTHIS AGREEMENT (the \"AGREEMENT\") entered into as of the 19 day of March, 2004", "probability": 5.791814427890755e-05 }, { "score": 5.506460189819336, "text": "of March, 2004", "probability": 5.591325668779815e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Effective Date": [ { "score": 15.369855880737305, "text": "19 day of March, 2004", "probability": 0.5430195172404246 }, { "score": 14.023681640625, "text": "IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below.", "probability": 0.14131211456927256 }, { "score": 13.907232284545898, "text": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 0.12577840478435573 }, { "score": 13.765695571899414, "text": "IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below.", "probability": 0.1091785869414281 }, { "score": 12.364994049072266, "text": "IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below.", "probability": 0.026904227515647236 }, { "score": 12.21784782409668, "text": "IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below.", "probability": 0.023222861570645743 }, { "text": "", "score": 11.673210144042969, "probability": 0.013470465201540032 }, { "score": 10.993155479431152, "text": "19 day of March, 2004 (", "probability": 0.006823993525016482 }, { "score": 10.324295997619629, "text": "Delivery shall be deemed effective 3 days after deposit with postal", "probability": 0.0034958808643965047 }, { "score": 9.564373016357422, "text": "the 19 day of March, 2004", "probability": 0.0016350320363590306 }, { "score": 9.171380043029785, "text": "IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below", "probability": 0.0011037013830874 }, { "score": 9.06105899810791, "text": "Delivery shall be deemed effective 3 days after deposit with postal", "probability": 0.0009884159972636702 }, { "score": 8.645219802856445, "text": "IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below", "probability": 0.0006521433917489496 }, { "score": 8.572132110595703, "text": "THIS AGREEMENT (the \"AGREEMENT\") entered into as of the 19 day of March, 2004", "probability": 0.0006061798786508746 }, { "score": 8.155254364013672, "text": "No modifications, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.\n\n13.3 GOVERNING LAW. The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.\n\n13.4 NOTICES, ETC. Any notice required or permitted by this Agreement shall be deemed given if delivered by registered mail, postage prepaid, addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective 3 days after deposit with postal", "probability": 0.00039953406269929866 }, { "score": 8.097412109375, "text": "this Agreement to be executed effective as of the day and year last set forth below.", "probability": 0.0003770797751594815 }, { "score": 7.904255390167236, "text": "19 day of March, 2004 (the \"EFFECTIVE DATE\")", "probability": 0.0003108467579562385 }, { "score": 7.901568412780762, "text": "effective as of the day and year last set forth below.", "probability": 0.0003100126408756675 }, { "score": 7.614144802093506, "text": "19 day of March, 2004 (the", "probability": 0.0002325695832341645 }, { "score": 7.3491644859313965, "text": "19 day of March, 2004 (the \"", "probability": 0.0001784322802381678 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Expiration Date": [ { "score": 15.299307823181152, "text": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 0.5539076840410748 }, { "score": 15.035741806030273, "text": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 0.42557109524201925 }, { "text": "", "score": 11.78346061706543, "probability": 0.016463582681575217 }, { "score": 9.367268562316895, "text": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\"). This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either party may terminate the Agreement on 60-days written notice during a renewed term.", "probability": 0.0014695537403273413 }, { "score": 8.936335563659668, "text": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\"). This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 0.0009550665816138062 }, { "score": 8.290443420410156, "text": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM", "probability": 0.0005006408179701952 }, { "score": 8.024116516113281, "text": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\"). This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 0.0003835852955367167 }, { "score": 7.660669326782227, "text": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM", "probability": 0.00026669743674592354 }, { "score": 7.006593704223633, "text": "1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 0.0001386619834161757 }, { "score": 6.087352752685547, "text": "The", "probability": 5.5301401182352914e-05 }, { "score": 5.998444080352783, "text": "\").", "probability": 5.059686276658519e-05 }, { "score": 5.966458320617676, "text": "The", "probability": 4.900409244828429e-05 }, { "score": 5.586071968078613, "text": "\").", "probability": 3.3499062770402875e-05 }, { "score": 5.575221061706543, "text": "1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 3.313753258907527e-05 }, { "score": 5.3866705894470215, "text": "9.1 TERM. The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 2.7443136020947636e-05 }, { "score": 5.357051849365234, "text": "and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 2.6642224454310112e-05 }, { "score": 5.1073737144470215, "text": "shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 2.075566471650405e-05 }, { "score": 5.105419158935547, "text": "9.1 TERM. The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 2.071513623812102e-05 }, { "score": 4.662115573883057, "text": "shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 1.3297300799714347e-05 }, { "score": 4.6425580978393555, "text": "this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "probability": 1.30397657345792e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Renewal Term": [ { "score": 15.315324783325195, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 0.579116366068676 }, { "score": 14.801689147949219, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 0.346494795969392 }, { "score": 12.791956901550293, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either party may terminate the Agreement on 60-days written notice during a renewed term.", "probability": 0.04643881098595106 }, { "score": 11.505851745605469, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term.", "probability": 0.012833133708541614 }, { "text": "", "score": 11.458929061889648, "probability": 0.012244877834768336 }, { "score": 9.424936294555664, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either party may terminate the Agreement on 60-days written notice during a renewed term.", "probability": 0.0016017790956353848 }, { "score": 8.528923034667969, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term.", "probability": 0.0006538362679983975 }, { "score": 6.51551628112793, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration", "probability": 8.730870852072608e-05 }, { "score": 6.394941329956055, "text": "This", "probability": 7.739136883816711e-05 }, { "score": 6.393251419067383, "text": ".", "probability": 7.72606947661451e-05 }, { "score": 6.0727128982543945, "text": "This", "probability": 5.607257472743819e-05 }, { "score": 6.00960636138916, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either party may terminate the Agreement on 60-days written notice during a renewed term", "probability": 5.2643369334965535e-05 }, { "score": 5.862110137939453, "text": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\"). This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 4.5424157572112745e-05 }, { "score": 5.823547840118408, "text": ".", "probability": 4.3705841713465104e-05 }, { "score": 5.738437652587891, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration", "probability": 4.01399293505488e-05 }, { "score": 5.731987953186035, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either", "probability": 3.988187196308353e-05 }, { "score": 5.486079216003418, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either", "probability": 3.118736817677954e-05 }, { "score": 5.192770957946777, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either party may terminate the Agreement on 60-days written notice during a renewed term. However, in no event shall termination of this Agreement by MediaNet Group Technologies relieve it of the obligation to remit payment to Reseller for sales or Portals, Hosting Services or other products and services to or through Buyers contracted by Reseller prior to such termination.", "probability": 2.3259296199310293e-05 }, { "score": 5.113593101501465, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term", "probability": 2.1488696059665806e-05 }, { "score": 5.073112487792969, "text": "after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 2.0636191814849605e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 14.591374397277832, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 0.9260702091817048 }, { "text": "", "score": 11.756494522094727, "probability": 0.05438400997869197 }, { "score": 10.162383079528809, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 0.011044789009397392 }, { "score": 8.964213371276855, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if", "probability": 0.00333272079394004 }, { "score": 8.547704696655273, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either party may terminate the Agreement on 60-days written notice during a renewed term.", "probability": 0.0021974121026872608 }, { "score": 8.222900390625, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term.", "probability": 0.0015880010832464342 }, { "score": 7.069935321807861, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration", "probability": 0.000501330846371798 }, { "score": 5.795871734619141, "text": ".", "probability": 0.00014021860484139637 }, { "score": 5.565141677856445, "text": "with out notice. Commission is not paid on MediaNet Group Technologies's free-ware programs. (pricing and products subject to change without notice).\n\nCUSTOMER CONTACT\n\nOnce a customer has come from the reseller to the MediaNet Group Technologies web site, MediaNet Group Technologies deals with the customer directly, issuing the software from the MediaNet Group Technologies server and billing the customer. MediaNet Group Technologies handles all technical support and refund issues.\n\nREFUNDS\n\nIf a refund is issued to a customer who came from a reseller, the reseller's account is adjusted accordingly.\n\nTERMINATION\n\nThe Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 0.00011132708847387761 }, { "score": 5.451565265655518, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party", "probability": 9.937456533549358e-05 }, { "score": 5.434698104858398, "text": "This", "probability": 9.771245550553939e-05 }, { "score": 5.280800819396973, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either", "probability": 8.377475865299678e-05 }, { "score": 4.955996513366699, "text": "Either", "probability": 6.054140109949195e-05 }, { "score": 4.924783706665039, "text": "after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 5.8680920503786056e-05 }, { "score": 4.8976898193359375, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either party may terminate the Agreement on 60-days written notice during a renewed term. However, in no event shall termination of this Agreement by MediaNet Group Technologies relieve it of the obligation to remit payment to Reseller for sales or Portals, Hosting Services or other products and services to or through Buyers contracted by Reseller prior to such termination. The obligation to remit payment cease 30 days after termination of this Agreement.", "probability": 5.711237125563444e-05 }, { "score": 4.670418739318848, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration. Either party may terminate the Agreement on 60-days written notice during a renewed term. However, in no event shall termination of this Agreement by MediaNet Group Technologies relieve it of the obligation to remit payment to Reseller for sales or Portals, Hosting Services or other products and services to or through Buyers contracted by Reseller prior to such termination.", "probability": 4.5501699306076523e-05 }, { "score": 4.572885513305664, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term. However, in no event shall termination of this Agreement by MediaNet Group Technologies relieve it of the obligation to remit payment to Reseller for sales or Portals, Hosting Services or other products and services to or through Buyers contracted by Reseller prior to such termination. The obligation to remit payment cease 30 days after termination of this Agreement.", "probability": 4.1273326614433324e-05 }, { "score": 4.345614433288574, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term. However, in no event shall termination of this Agreement by MediaNet Group Technologies relieve it of the obligation to remit payment to Reseller for sales or Portals, Hosting Services or other products and services to or through Buyers contracted by Reseller prior to such termination.", "probability": 3.2882656693862186e-05 }, { "score": 4.243532657623291, "text": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\"). This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 2.9691582583740497e-05 }, { "score": 4.006924152374268, "text": "1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 2.343557309415013e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Governing Law": [ { "score": 15.332653045654297, "text": "The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 0.9555426658612364 }, { "text": "", "score": 12.212060928344727, "probability": 0.042169081991500414 }, { "score": 8.361446380615234, "text": "The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.\n\n13.4 NOTICES, ETC. Any notice required or permitted by this Agreement shall be deemed given if delivered by registered mail, postage prepaid, addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller Agreement", "probability": 0.0008967956575116879 }, { "score": 7.582442760467529, "text": "GOVERNING LAW. The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 0.00041150633273648475 }, { "score": 7.540564060211182, "text": ".", "probability": 0.0003946288524507675 }, { "score": 7.189913749694824, "text": "13.3 GOVERNING LAW. The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 0.00027790946595589237 }, { "score": 5.844612121582031, "text": "The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.\n\n13.4 NOTICES, ETC. Any notice required or permitted by this Agreement shall be deemed given if delivered by registered mail, postage prepaid, addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller", "probability": 7.238461454390013e-05 }, { "score": 5.468262672424316, "text": "The", "probability": 4.968208082710104e-05 }, { "score": 5.042222023010254, "text": "The laws of the State of Florida shall govern this Agreement,", "probability": 3.2446859926088264e-05 }, { "score": 4.825613021850586, "text": "laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 2.6127663853677713e-05 }, { "score": 4.725606441497803, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.\n\n13.2 WAIVER AND AMENDMENT. No modifications, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.\n\n13.3 GOVERNING LAW. The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 2.3641132333170422e-05 }, { "score": 4.538980007171631, "text": "the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 1.9616315748446367e-05 }, { "score": 4.115016937255859, "text": "this Agreement, without reference to conflicts of law provisions.", "probability": 1.283785959533009e-05 }, { "score": 4.060812950134277, "text": "The laws of the State of Florida", "probability": 1.2160519516983353e-05 }, { "score": 3.9912939071655273, "text": "VERNING LAW. The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 1.134384783604189e-05 }, { "score": 3.9237184524536133, "text": "Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 1.0602608983808803e-05 }, { "score": 3.8798649311065674, "text": "NING LAW. The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 1.0147694938421148e-05 }, { "score": 3.8174052238464355, "text": "State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 9.533261296077969e-06 }, { "score": 3.7019920349121094, "text": "The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.\n\n13.4 NOTICES, ETC. Any notice required or permitted by this Agreement shall be deemed given if delivered by registered mail, postage prepaid, addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective 3 days after deposit with postal", "probability": 8.494115960440269e-06 }, { "score": 3.6900477409362793, "text": "of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "probability": 8.393263248582886e-06 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.063615798950195, "probability": 0.31716500358488897 }, { "score": 11.56136703491211, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.1919381894901295 }, { "score": 11.268289566040039, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "probability": 0.14317904665607648 }, { "score": 10.4583740234375, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.06369973350559692 }, { "score": 9.832612991333008, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.034070072065158045 }, { "score": 9.813278198242188, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.033417661705166 }, { "score": 9.540303230285645, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "probability": 0.025434577974718025 }, { "score": 9.49300765991211, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.024259638818412883 }, { "score": 9.31383228302002, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.02028007016574346 }, { "score": 9.309988021850586, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made", "probability": 0.020202257940577728 }, { "score": 9.30544376373291, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.02011066194149062 }, { "score": 9.055914878845215, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.015669579705265564 }, { "score": 8.984847068786621, "text": "Reseller shall be entitled to receive compensation in the following manner:", "probability": 0.014594626665066172 }, { "score": 8.974226951599121, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.014440450154965792 }, { "score": 8.808395385742188, "text": "BSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.012233789338060188 }, { "score": 8.759586334228516, "text": "Reseller shall be entitled to receive compensation in the following manner:", "probability": 0.011651007882334934 }, { "score": 8.707590103149414, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.011060679797263277 }, { "score": 8.537134170532227, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.009327252824201542 }, { "score": 8.528745651245117, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.009249338234893345 }, { "score": 8.3856782913208, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made", "probability": 0.008016361549990162 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Compete": [ { "text": "", "score": 11.913265228271484, "probability": 0.9787852216452732 }, { "score": 7.984802722930908, "text": "In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property.", "probability": 0.01925652044263247 }, { "score": 5.522234916687012, "text": "In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property", "probability": 0.0016409607958631125 }, { "score": 2.2572364807128906, "text": "In", "probability": 6.267977102715438e-05 }, { "score": 2.2350096702575684, "text": "and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property.", "probability": 6.130196843828862e-05 }, { "score": 2.1077189445495605, "text": "the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property.", "probability": 5.397501359480292e-05 }, { "score": 1.880188226699829, "text": "At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.", "probability": 4.2990987917902744e-05 }, { "score": 1.0387117862701416, "text": "Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property.", "probability": 1.8532279880517347e-05 }, { "score": 0.9677920341491699, "text": "In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction.\n\n6.2 EXCLUSIONS. Confidential Information does not include information permitted to be disclosed under section 5 and any information that the Receiving Party can demonstrate by written records:", "probability": 1.726349778644219e-05 }, { "score": 0.48502588272094727, "text": "In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction.", "probability": 1.0652857504458298e-05 }, { "score": 0.018851041793823242, "text": "devices, components or assemblies utilizing the Disclosing Party's Intellectual Property.", "probability": 6.683577015001895e-06 }, { "score": -0.12580037117004395, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 5.783458803120295e-06 }, { "score": -0.13825058937072754, "text": "the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property.", "probability": 5.711899865607766e-06 }, { "score": -0.22755825519561768, "text": "and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property", "probability": 5.223898846336127e-06 }, { "score": -0.24589037895202637, "text": "shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property.", "probability": 5.129006136156361e-06 }, { "score": -0.32631540298461914, "text": "In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party,", "probability": 4.732657484307399e-06 }, { "score": -0.3456685543060303, "text": "develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property.", "probability": 4.641946253216905e-06 }, { "score": -0.35484910011291504, "text": "the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property", "probability": 4.599525672988139e-06 }, { "score": -0.4940450191497803, "text": ".", "probability": 4.00185204244065e-06 }, { "score": -0.6591119766235352, "text": "event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property.", "probability": 3.3929179626554475e-06 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Exclusivity": [ { "text": "", "score": 12.190473556518555, "probability": 0.9237432686664756 }, { "score": 9.62100601196289, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 0.07073684909399064 }, { "score": 6.855679035186768, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement", "probability": 0.004453274480691593 }, { "score": 4.798094749450684, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS", "probability": 0.0005689602983058456 }, { "score": 4.094267845153809, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller", "probability": 0.0002814581455563089 }, { "score": 2.3701515197753906, "text": "RES", "probability": 5.019259106758106e-05 }, { "score": 1.9460358619689941, "text": "RESELLER understands and agrees that MediaNet Group", "probability": 3.284343147059458e-05 }, { "score": 1.7074933052062988, "text": "MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 2.5873239559966747e-05 }, { "score": 1.5793585777282715, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages,", "probability": 2.2761590437992312e-05 }, { "score": 1.4710094928741455, "text": "Reseller Agreement", "probability": 2.0424300657173613e-05 }, { "score": 0.9474527835845947, "text": "Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 1.209955519664874e-05 }, { "score": 0.5266845226287842, "text": "ELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 7.9438689538444e-06 }, { "score": 0.40921878814697266, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein", "probability": 7.063457735760802e-06 }, { "score": 0.30992159247398376, "text": "RESELLER understands and agrees that MediaNet Group", "probability": 6.395774258680557e-06 }, { "score": 0.20633149147033691, "text": ").", "probability": 5.766396714383374e-06 }, { "score": 0.11255216598510742, "text": "This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, either written or oral.", "probability": 5.2502099890607906e-06 }, { "score": 0.08492922782897949, "text": "(EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 5.107168471975593e-06 }, { "score": 0.08153557777404785, "text": "5.1 OWNERSHIP. RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 5.089865905443992e-06 }, { "score": 0.01953125, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site", "probability": 4.7838571570905855e-06 }, { "score": -0.020963191986083984, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement Initials", "probability": 4.594007403153723e-06 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.083150863647461, "probability": 0.9558500355014431 }, { "score": 8.971893310546875, "text": "Promotion by newsletters and e-mail to customers is encouraged, but we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 0.04257824665771349 }, { "score": 4.581273078918457, "text": "Promotion by newsletters and e-mail to customers is encouraged, but we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 0.0005276739259095054 }, { "score": 3.5158536434173584, "text": "Promotion by newsletters and e-mail to customers is encouraged, but we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail", "probability": 0.0001818276195403134 }, { "score": 3.178802251815796, "text": "we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 0.00012980167404097153 }, { "score": 2.912593364715576, "text": "specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 9.946430282018754e-05 }, { "score": 2.8352653980255127, "text": "hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 9.206279029686674e-05 }, { "score": 2.7017440795898438, "text": "resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 8.055575303954002e-05 }, { "score": 2.6064453125, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 7.323333854963225e-05 }, { "score": 2.584409236907959, "text": "but we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 7.163721391485633e-05 }, { "score": 2.1786866188049316, "text": "and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 4.7745845994164755e-05 }, { "score": 2.0739634037017822, "text": "By referring a customer to the MediaNet Group Technologies web site, the reseller receives a commission for customer's purchase of the MediaNet Group Technologies Brand-A-Port software.\n\nMARKETING AND PROMOTION\n\nResellers are expected to actively market and promote MediaNet Group Technologies Software to their existing customer base and visitors to their web site. Promotion by newsletters and e-mail to customers is encouraged, but we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 4.299865573175622e-05 }, { "score": 1.988732099533081, "text": "Under the plan, resellers market and promote MediaNet Group Technologies's software product range to their existing customer base and the general Internet community. By referring a customer to the MediaNet Group Technologies web site, the reseller receives a commission for customer's purchase of the MediaNet Group Technologies Brand-A-Port software.\n\nMARKETING AND PROMOTION\n\nResellers are expected to actively market and promote MediaNet Group Technologies Software to their existing customer base and visitors to their web site. Promotion by newsletters and e-mail to customers is encouraged, but we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 3.9485659248424363e-05 }, { "score": 1.9637081623077393, "text": "Promotion by newsletters and e-mail to customers is encouraged,", "probability": 3.850983301837767e-05 }, { "score": 1.7419682741165161, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 3.085114064480167e-05 }, { "score": 1.6843411922454834, "text": "Resellers are expected to actively market and promote MediaNet Group Technologies Software to their existing customer base and visitors to their web site. Promotion by newsletters and e-mail to customers is encouraged, but we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 2.9123535917532423e-05 }, { "score": 1.6547517776489258, "text": "Promotion", "probability": 2.8274412030250102e-05 }, { "score": 1.4476418495178223, "text": "ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 2.29851257216411e-05 }, { "score": 1.229799747467041, "text": "Promotion by newsletters and e-mail to customers is encouraged", "probability": 1.8485843018948123e-05 }, { "score": 1.1460767984390259, "text": "The MediaNet Group Technologies Reseller Plan is free to join. Under the plan, resellers market and promote MediaNet Group Technologies's software product range to their existing customer base and the general Internet community. By referring a customer to the MediaNet Group Technologies web site, the reseller receives a commission for customer's purchase of the MediaNet Group Technologies Brand-A-Port software.\n\nMARKETING AND PROMOTION\n\nResellers are expected to actively market and promote MediaNet Group Technologies Software to their existing customer base and visitors to their web site. Promotion by newsletters and e-mail to customers is encouraged, but we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 1.7001171405530295e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.972696304321289, "probability": 0.9994009308152089 }, { "score": 3.911721706390381, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 0.0003154299760330015 }, { "score": 2.7407867908477783, "text": "In addition, Reseller and MediaNet Group Technologies may disclose the existence and terms of this Agreement in connection with a potential acquisition of substantially the entire business of the other party, or a private or public offering of securities of either party.", "probability": 9.780755228548774e-05 }, { "score": 1.6438790559768677, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 3.2658137563666165e-05 }, { "score": 1.6342600584030151, "text": "Reseller shall be entitled to receive compensation in the following manner:", "probability": 3.234550503397335e-05 }, { "score": 1.2239409685134888, "text": "In addition, Reseller and MediaNet Group Technologies may disclose the existence and terms of this Agreement in connection with a potential acquisition of substantially the entire business of the other party, or a private or public offering of securities of either party.\n\nReseller Agreement", "probability": 2.145925398301003e-05 }, { "score": 1.0873548984527588, "text": "Reseller shall be entitled to receive compensation in the following manner:", "probability": 1.8719577538319037e-05 }, { "score": 0.972084641456604, "text": "Other than claims arising out of the use of the BrandAPort services, MediaNet Group Technologies shall not be responsible for unauthorized use of the Co-branded sites by Reseller, users of Reseller's or Buyers' Sites.", "probability": 1.6681488747602846e-05 }, { "score": 0.321521520614624, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 8.703598192993103e-06 }, { "score": 0.1676924228668213, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 7.462626483675812e-06 }, { "score": 0.13233359158039093, "text": "The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 7.203367294783632e-06 }, { "score": 0.0948251485824585, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.\n\nPAYMENT OF COMPENSATION (SUBJECT TO RECEIPT OF GOOD, VALID FUNDS)\n\nPORTAL SALES: MediaNet shall remit all sums due to Member Provider within 30 days of receipt of cleared funds.\n\nMONTHLY HOSTING FEES: In addition, MediaNet shall remit hosting fees to Member Provider in monthly installments on or before the 15th business day of each month. All sums received by MediaNet through the last business day of the preceding month shall be included in the calculation of the amount to be remitted.\n\nBSP REWARDS MEMBER PURCHASES VOLUME: Amounts due for purchases of products or services shall be calculated as of funds received by the last day of each month and remitted on or before the 15th day of the following month.\n\nRECORDS\n\nMediaNet shall maintain books and records and shall provide for online confirmation of sales and payments. MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 6.938184587802909e-06 }, { "score": 0.06688237190246582, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 6.746996054367224e-06 }, { "score": -0.186512291431427, "text": "Upon the expiration or termination of this Agreement:", "probability": 5.236758570521219e-06 }, { "score": -0.28048038482666016, "text": "It is agreed that MediaNet Group Technologies shall have complete control of content on the Portals with the exception of the customized pages and links on contracted portals, and these pages and links are subject to MediaNet Group Technologies's approval.", "probability": 4.7670831557737126e-06 }, { "score": -0.3488931655883789, "text": "During", "probability": 4.4518593454796145e-06 }, { "score": -0.5322580337524414, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 3.706014243404433e-06 }, { "score": -0.5498948097229004, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 3.6412251155281696e-06 }, { "score": -0.9033284187316895, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.\n\n2. RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 2.5571326859265506e-06 }, { "score": -0.9050054550170898, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.\n\n3. COMPENSATION\n\nMediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule. MediaNet Group Technologies will remit payment as directed by Reseller in the time frames noted on the Compensation Schedule attached hereto.\n\n4. PUBLICITY AND ADVERTISING\n\nSubject to Section 7, Reseller and MediaNet Group Technologies agree that broad publicity with respect to the relationship developed by this Agreement, and the advantages of such relationship, will be permitted and actively encouraged and supported by both parties. This publicity initiative will include, but is not limited to, a press releases issued by Reseller and MediaNet Group Technologies, publicizing the strategic alliance between the parties, on site promotion and email campaigns. In this regard, Reseller and MediaNet Group Technologies shall agree on the form, content of the press release prior to its release. MediaNet Group Technologies must approve any advertising prior to issuance and placement.\n\n5. PROPRIETARY RIGHTS\n\n5.1 OWNERSHIP. RESELLER understands and agrees that MediaNet Group", "probability": 2.5528478755211663e-06 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.199626922607422, "probability": 0.999994184317209 }, { "score": -0.9520398378372192, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 1.942232300301118e-06 }, { "score": -1.6555125713348389, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 9.61140429978571e-07 }, { "score": -2.0566511154174805, "text": "Upon the expiration or termination of this Agreement:", "probability": 6.435385829620819e-07 }, { "score": -2.4260804653167725, "text": "Reseller Agreement", "probability": 4.4476792680016293e-07 }, { "score": -2.9412903785705566, "text": "Reseller Agreement", "probability": 2.6569332232631153e-07 }, { "score": -3.2112789154052734, "text": "Upon the expiration or termination of this Agreement:", "probability": 2.0282715907406047e-07 }, { "score": -3.291137456893921, "text": "Reseller Agreement", "probability": 1.8725955361662756e-07 }, { "score": -3.3012218475341797, "text": "Reseller Agreement Initials ______ _______ &sbsp; 3\n\n10. EFFECT OF TERMINATION\n\nUpon the expiration or termination of this Agreement:", "probability": 1.8538064487463433e-07 }, { "score": -3.816343307495117, "text": "Each", "probability": 1.107515928422002e-07 }, { "score": -3.8218495845794678, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 1.1014343975074661e-07 }, { "score": -3.856459617614746, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement", "probability": 1.0639658505285164e-07 }, { "score": -3.9464592933654785, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter,", "probability": 9.723918861589433e-08 }, { "score": -3.9655466079711914, "text": "Each", "probability": 9.540075482818792e-08 }, { "score": -3.9754390716552734, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter,", "probability": 9.446165896983318e-08 }, { "score": -4.049333572387695, "text": "3\n\n10. EFFECT OF TERMINATION\n\nUpon the expiration or termination of this Agreement:", "probability": 8.773312413068928e-08 }, { "score": -4.087549686431885, "text": "In the event of a Terminating Event, involving Reseller, other than for an event involving fraud or dishonesty by Reseller, MediaNet Group Technologies shall be entitled to offset payments\n\n\n\n\n\ndue under this Agreement against its costs incurred as a result of the Terminating Event, but shall remain obligated to remit all payments due under this agreement as a direct result of the activities of Reseller prior to the effective date of termination.\n\nReseller Agreement Initials ______ _______ &sbsp; 3\n\n10. EFFECT OF TERMINATION\n\nUpon the expiration or termination of this Agreement:", "probability": 8.444356253350146e-08 }, { "score": -4.168578147888184, "text": "In addition, Reseller and MediaNet Group Technologies may disclose the existence and terms of this Agreement in connection with a potential acquisition of substantially the entire business of the other party, or a private or public offering of securities of either party.\n\nReseller Agreement", "probability": 7.787110429493126e-08 }, { "score": -4.394739627838135, "text": "Reseller", "probability": 6.21091592990114e-08 }, { "score": -4.493068218231201, "text": "Promotion by newsletters and e-mail to customers is encouraged, but we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.", "probability": 5.629270091146637e-08 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Disparagement": [ { "score": 14.105713844299316, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 0.4656007167636653 }, { "score": 14.10554027557373, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 0.4655199100535865 }, { "text": "", "score": 11.688789367675781, "probability": 0.04152949755610148 }, { "score": 9.850956916809082, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative,", "probability": 0.00660991971875286 }, { "score": 9.635809898376465, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other", "probability": 0.00533039044616134 }, { "score": 9.486462593078613, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other", "probability": 0.004590905056205368 }, { "score": 9.060929298400879, "text": "disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 0.002999794810888489 }, { "score": 8.421130180358887, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative,", "probability": 0.0015820868582516918 }, { "score": 8.274063110351562, "text": "disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 0.001365714454927873 }, { "score": 8.121679306030273, "text": "tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 0.0011726825446111762 }, { "score": 7.74772834777832, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging,", "probability": 0.0008068180823962426 }, { "score": 7.426406383514404, "text": "tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 0.0005850961858976222 }, { "score": 6.926252365112305, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that", "probability": 0.0003548241219748114 }, { "score": 6.926180362701416, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging,", "probability": 0.0003547985747023314 }, { "score": 6.908209323883057, "text": "call into question the business acumen, character, honesty or integrity of the other.", "probability": 0.0003484794266387262 }, { "score": 6.902124404907227, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other", "probability": 0.0003463653959385272 }, { "score": 6.567683219909668, "text": "neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 0.00024790685487887797 }, { "score": 6.566982269287109, "text": "during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "probability": 0.00024773314530264435 }, { "score": 6.394983291625977, "text": "call into question the business acumen, character, honesty or integrity of the other.", "probability": 0.00020858636209418843 }, { "score": 6.341753005981445, "text": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that", "probability": 0.00019777358702404913 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Termination For Convenience": [ { "score": 12.65594482421875, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 0.6371702735755643 }, { "text": "", "score": 11.700399398803711, "probability": 0.24505716255790572 }, { "score": 10.66372013092041, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term.", "probability": 0.08690471008495054 }, { "score": 9.299980163574219, "text": "with out notice. Commission is not paid on MediaNet Group Technologies's free-ware programs. (pricing and products subject to change without notice).\n\nCUSTOMER CONTACT\n\nOnce a customer has come from the reseller to the MediaNet Group Technologies web site, MediaNet Group Technologies deals with the customer directly, issuing the software from the MediaNet Group Technologies server and billing the customer. MediaNet Group Technologies handles all technical support and refund issues.\n\nREFUNDS\n\nIf a refund is issued to a customer who came from a reseller, the reseller's account is adjusted accordingly.\n\nTERMINATION\n\nThe Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 0.02222176612584108 }, { "score": 7.193328380584717, "text": "Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 0.002703157358049958 }, { "score": 7.1119384765625, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party", "probability": 0.0024918628857762385 }, { "score": 5.450213432312012, "text": "at any time at the discretion of either party.", "probability": 0.0004729836457836672 }, { "score": 5.334607124328613, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party.\n\nReseller Agreement", "probability": 0.0004213460655288431 }, { "score": 5.224937915802002, "text": "Either", "probability": 0.00037758106821575546 }, { "score": 4.934972286224365, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term. However, in no event shall termination of this Agreement by MediaNet Group Technologies relieve it of the obligation to remit payment to Reseller for sales or Portals, Hosting Services or other products and services to or through Buyers contracted by Reseller prior to such termination. The obligation to remit payment cease 30 days after termination of this Agreement.\n\n9.2 TERMINATION FOR BREACH OR INSOLVENCY. A party shall have the right to terminate this Agreement on written notice if", "probability": 0.00028253986800096055 }, { "score": 4.928874969482422, "text": "The Reseller Agreement", "probability": 0.00028082237430603605 }, { "score": 4.909363746643066, "text": "with out notice.", "probability": 0.00027539629325674285 }, { "score": 4.564916610717773, "text": "The", "probability": 0.00019514912127335866 }, { "score": 4.551831245422363, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term. However, in no event shall termination of this Agreement by MediaNet Group Technologies relieve it of the obligation to remit payment to Reseller for sales or Portals, Hosting Services or other products and services to or through Buyers contracted by Reseller prior to such termination.", "probability": 0.00019261215847644965 }, { "score": 4.518723964691162, "text": "at the discretion of either party.", "probability": 0.00018633969864017188 }, { "score": 4.5081682205200195, "text": "Either party may", "probability": 0.00018438308935362675 }, { "score": 4.496829032897949, "text": "can be terminated at any time at the discretion of either party.", "probability": 0.0001823041439604068 }, { "score": 4.2837300300598145, "text": "any time at the discretion of either party.", "probability": 0.00014731562739440186 }, { "score": 4.1529645919799805, "text": "(pricing and products subject to change without notice).\n\nCUSTOMER CONTACT\n\nOnce a customer has come from the reseller to the MediaNet Group Technologies web site, MediaNet Group Technologies deals with the customer directly, issuing the software from the MediaNet Group Technologies server and billing the customer. MediaNet Group Technologies handles all technical support and refund issues.\n\nREFUNDS\n\nIf a refund is issued to a customer who came from a reseller, the reseller's account is adjusted accordingly.\n\nTERMINATION\n\nThe Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 0.00012925820229249484 }, { "score": 4.103630065917969, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party.\n\nReseller", "probability": 0.0001230360554294495 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.214082717895508, "probability": 0.9702663260125832 }, { "score": 6.957132339477539, "text": "The Reseller will then have 5 months to bring the registered prospect to contract. If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG.", "probability": 0.005056225307706018 }, { "score": 6.942224025726318, "text": "The Reseller will then have 5 months to bring the registered prospect to contract.", "probability": 0.004981404625310994 }, { "score": 6.593008995056152, "text": "Includes at your option:", "probability": 0.0035130930978008222 }, { "score": 6.541296005249023, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 0.0033360380291773376 }, { "score": 6.432903289794922, "text": "If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG.", "probability": 0.00299334403441412 }, { "score": 6.309384346008301, "text": "Upon approval by MNG, the Reseller will have 30 days to initiate and complete a proposal to said prospect. The proposal must be approved by MNG and receipt confirmed by the prospect.\n\n4. The Reseller will then have 5 months to bring the registered prospect to contract. If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG.", "probability": 0.00264553212043337 }, { "score": 6.294476509094238, "text": "Upon approval by MNG, the Reseller will have 30 days to initiate and complete a proposal to said prospect. The proposal must be approved by MNG and receipt confirmed by the prospect.\n\n4. The Reseller will then have 5 months to bring the registered prospect to contract.", "probability": 0.0026063854799022665 }, { "score": 5.987738609313965, "text": "Upon approval by MNG, the Reseller will have 30 days to initiate and complete a proposal to said prospect.", "probability": 0.0019178916584406398 }, { "score": 5.237234592437744, "text": "Includes at your option: o Branded PictureJudge photo rating game o Customized phot catagories", "probability": 0.0009054913732632804 }, { "score": 4.342190265655518, "text": "Resellers must send us an E-mail with the company name, contact and title that you wish to register with the Company.", "probability": 0.00036997425548738094 }, { "score": 4.245222568511963, "text": "Includes at your option:", "probability": 0.0003357832042637138 }, { "score": 4.088421821594238, "text": "Includes at your option", "probability": 0.0002870524579561566 }, { "score": 3.491547107696533, "text": "Resellers must send us an E-mail with the company name, contact and title that you wish to register with the Company. Said contact must have the authority to make the decision relative to the Brand-A-Port and/or BSP programs.\n\n2. MNG will send an e-mail to the Reseller approving or disapproving the registration of the prospective client dependent upon whether or not there has been prior contact by the company, registration of the prospect by another Reseller or other factors as determined by the MNG.\n\n3. Upon approval by MNG, the Reseller will have 30 days to initiate and complete a proposal to said prospect. The proposal must be approved by MNG and receipt confirmed by the prospect.\n\n4. The Reseller will then have 5 months to bring the registered prospect to contract. If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG.", "probability": 0.00015803084974123409 }, { "score": 3.4766390323638916, "text": "Resellers must send us an E-mail with the company name, contact and title that you wish to register with the Company. Said contact must have the authority to make the decision relative to the Brand-A-Port and/or BSP programs.\n\n2. MNG will send an e-mail to the Reseller approving or disapproving the registration of the prospective client dependent upon whether or not there has been prior contact by the company, registration of the prospect by another Reseller or other factors as determined by the MNG.\n\n3. Upon approval by MNG, the Reseller will have 30 days to initiate and complete a proposal to said prospect. The proposal must be approved by MNG and receipt confirmed by the prospect.\n\n4. The Reseller will then have 5 months to bring the registered prospect to contract.", "probability": 0.00015569238821891307 }, { "score": 3.2196316719055176, "text": "The Reseller will then have 5 months to bring the registered prospect to contract. If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG", "probability": 0.00012040665792228248 }, { "score": 3.169901132583618, "text": "Resellers must send us an E-mail with the company name, contact and title that you wish to register with the Company. Said contact must have the authority to make the decision relative to the Brand-A-Port and/or BSP programs.\n\n2. MNG will send an e-mail to the Reseller approving or disapproving the registration of the prospective client dependent upon whether or not there has been prior contact by the company, registration of the prospect by another Reseller or other factors as determined by the MNG.\n\n3. Upon approval by MNG, the Reseller will have 30 days to initiate and complete a proposal to said prospect.", "probability": 0.00011456522258516881 }, { "score": 2.8498895168304443, "text": "The Reseller will then have 5 months to bring the registered prospect to contract", "probability": 8.31904597368944e-05 }, { "score": 2.8390140533447266, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 8.229062684853936e-05 }, { "score": 2.6954026222229004, "text": "If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG", "probability": 7.128213820814202e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Change Of Control": [ { "text": "", "score": 12.2783203125, "probability": 0.9001850252583568 }, { "score": 9.512346267700195, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 0.05663494972869 }, { "score": 9.03182601928711, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.03502653904559888 }, { "score": 6.3620781898498535, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0024262775324261424 }, { "score": 5.922689914703369, "text": "In addition, Reseller and MediaNet Group Technologies may disclose the existence and terms of this Agreement in connection with a potential acquisition of substantially the entire business of the other party, or a private or public offering of securities of either party.", "probability": 0.0015635672790133863 }, { "score": 5.259520530700684, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 0.0008055746091720733 }, { "score": 5.122878074645996, "text": "This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns. Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0007026882711531872 }, { "score": 4.813704013824463, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor", "probability": 0.0005158104258029488 }, { "score": 4.487269878387451, "text": "Upon the expiration or termination of this Agreement:", "probability": 0.00037215304117718066 }, { "score": 4.2917704582214355, "text": "MediaNet Group Technologies reserves the right to change the level of commission\n\n\n\n\n\nwith out notice.", "probability": 0.00030606752591081737 }, { "score": 4.246668815612793, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party", "probability": 0.0002925700449476954 }, { "score": 4.124373912811279, "text": "In addition, Reseller and MediaNet Group Technologies may disclose the existence and terms of this Agreement in connection with a potential acquisition of substantially the entire business of the other party, or a private or public offering of securities of either party", "probability": 0.0002588915388593923 }, { "score": 4.059484004974365, "text": "MediaNet Group Technologies reserves the right to change the level of commission", "probability": 0.00024262554730987513 }, { "score": 3.8866302967071533, "text": "In the event of a Terminating Event, involving Reseller, other than for an event involving fraud or dishonesty by Reseller, MediaNet Group Technologies shall be entitled to offset payments\n\n\n\n\n\ndue under this Agreement against its costs incurred as a result of the Terminating Event, but shall remain obligated to remit all payments due under this agreement as a direct result of the activities of Reseller prior to the effective date of termination.", "probability": 0.0002041113317809931 }, { "score": 3.816349983215332, "text": "Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 0.00019025880473991068 }, { "score": 3.1207847595214844, "text": "with out notice.", "probability": 9.4899653255301e-05 }, { "score": 2.711634397506714, "text": "In addition, Reseller and MediaNet Group Technologies may disclose the existence and terms of this Agreement in connection with a potential acquisition of substantially the entire business of the other party, or a private or public offering of securities of either party.\n\nReseller Agreement", "probability": 6.303371171145647e-05 }, { "score": 2.3605213165283203, "text": "The Reseller Agreement", "probability": 4.436969133828145e-05 }, { "score": 2.143117904663086, "text": "assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 3.570008954195694e-05 }, { "score": 2.120075225830078, "text": "The", "probability": 3.4886869214062514e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Anti-Assignment": [ { "score": 13.941314697265625, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.8402278476475874 }, { "text": "", "score": 12.182254791259766, "probability": 0.14469284658688217 }, { "score": 8.985868453979492, "text": "Reseller may nat assign or otherwise transfer this Agreement without", "probability": 0.005919351263185945 }, { "score": 8.57722282409668, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor", "probability": 0.003933703030088208 }, { "score": 7.344814300537109, "text": " Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0011470262291850399 }, { "score": 7.257050514221191, "text": "This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns. Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0010506498938360476 }, { "score": 7.186768531799316, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group", "probability": 0.0009793432713706108 }, { "score": 6.356220245361328, "text": "assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0004268078574203099 }, { "score": 5.890212535858154, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except", "probability": 0.00026782297462985113 }, { "score": 5.613094806671143, "text": "Reseller may", "probability": 0.0002030005098558188 }, { "score": 5.470135688781738, "text": "Reseller may", "probability": 0.0001759587113218443 }, { "score": 5.308506965637207, "text": "13.1 ASSIGNMENT. This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns. Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.00014969810753212698 }, { "score": 5.307302951812744, "text": "without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.00014951797740250596 }, { "score": 5.180690765380859, "text": ".", "probability": 0.0001317365966913524 }, { "score": 5.1625752449035645, "text": "MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0001293716058728249 }, { "score": 4.922357082366943, "text": "This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns. Reseller may nat assign or otherwise transfer this Agreement without", "probability": 0.00010174511021770163 }, { "score": 4.744278430938721, "text": "otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 8.514810184054283e-05 }, { "score": 4.717960357666016, "text": "Reseller may nat assign or otherwise transfer this Agreement without", "probability": 8.293639938903239e-05 }, { "score": 4.640140533447266, "text": "nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 7.67270422099033e-05 }, { "score": 4.530524253845215, "text": "ASSIGNMENT. This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns. Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 6.876108348069584e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Revenue/Profit Sharing": [ { "score": 14.147222518920898, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "probability": 0.2097790329290807 }, { "score": 13.675642013549805, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.13090531128451272 }, { "score": 13.320686340332031, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.09179139657472055 }, { "score": 13.245829582214355, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.08517106946376922 }, { "score": 13.161977767944336, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.07832054850781316 }, { "score": 13.031095504760742, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.06871226673841886 }, { "score": 12.777481079101562, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.05332009690726444 }, { "score": 12.568792343139648, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.043277141116058036 }, { "score": 12.562747955322266, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.04301634625815896 }, { "score": 12.245939254760742, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made", "probability": 0.031336121962145386 }, { "score": 12.216554641723633, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.03042871927352045 }, { "score": 12.132701873779297, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.02798123501450642 }, { "text": "", "score": 12.064859390258789, "probability": 0.02614587995855092 }, { "score": 11.748205184936523, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.01904943454794098 }, { "score": 11.601616859436035, "text": "MediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule.", "probability": 0.01645203360720475 }, { "score": 11.110913276672363, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "probability": 0.010071861144368447 }, { "score": 11.110397338867188, "text": "This Compensation Schedule is attached hereto and made a part thereof that certain Reseller Agreement of even date:\n\nReseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.010066666030728593 }, { "score": 11.026546478271484, "text": "This Compensation Schedule is attached hereto and made a part thereof that certain Reseller Agreement of even date:\n\nReseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.009256987872035287 }, { "score": 10.8516263961792, "text": "BSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.00777146451472231 }, { "score": 10.76777458190918, "text": "BSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.007146386294479681 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.059423446655273, "probability": 0.7194838696150886 }, { "score": 9.853570938110352, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.07925587945008461 }, { "score": 9.38343334197998, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.04952828906125094 }, { "score": 9.2960205078125, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.04538270876768834 }, { "score": 8.5971097946167, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "probability": 0.022560948183486213 }, { "score": 8.337944030761719, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US.", "probability": 0.01741017301310756 }, { "score": 8.289679527282715, "text": "Commissions are only paid each month if the amount owing exceeds $100 US.", "probability": 0.01658983548807413 }, { "score": 7.741397380828857, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "probability": 0.009587959009436629 }, { "score": 7.676060676574707, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.008981539796106506 }, { "score": 7.2278151512146, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US", "probability": 0.005736939108577711 }, { "score": 7.205923080444336, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.005612710404871005 }, { "score": 7.179551124572754, "text": "Commissions are only paid each month if the amount owing exceeds $100 US", "probability": 0.005466626973073556 }, { "score": 6.598186492919922, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made", "probability": 0.0030565815575953038 }, { "score": 6.4057440757751465, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made", "probability": 0.0025215019510877847 }, { "score": 6.135044097900391, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.0019235159944113566 }, { "score": 6.038957595825195, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission\n\n\n\n\n\nwith out notice.", "probability": 0.0017472939141684333 }, { "score": 5.99069356918335, "text": "Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission\n\n\n\n\n\nwith out notice.", "probability": 0.0016649652123375055 }, { "score": 5.772180557250977, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.001338154221528693 }, { "score": 5.6649065017700195, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.0012020364526412876 }, { "score": 5.427986145019531, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it", "probability": 0.0009484718253837909 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.162654876708984, "probability": 0.9721767977051171 }, { "score": 7.874661445617676, "text": "Commissions are only paid each month if the amount owing exceeds $100 US.", "probability": 0.013350371971237777 }, { "score": 7.766029357910156, "text": "Commissions are only paid each month if the amount owing exceeds $100 US", "probability": 0.011976089971802158 }, { "score": 5.025789260864258, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US.", "probability": 0.0007731146390765833 }, { "score": 4.917157173156738, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US", "probability": 0.0006935305245461319 }, { "score": 4.387872695922852, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.0004085077053873412 }, { "score": 3.3125717639923096, "text": "Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission\n\n\n\n\n\nwith out notice.", "probability": 0.00013938081242309804 }, { "score": 3.1833443641662598, "text": "Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission", "probability": 0.00012248424935238695 }, { "score": 2.9461352825164795, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.\n\nPAYMENT OF COMPENSATION (SUBJECT TO RECEIPT OF GOOD, VALID FUNDS)\n\nPORTAL SALES: MediaNet shall remit all sums due to Member Provider within 30 days of receipt of cleared funds.\n\nMONTHLY HOSTING FEES: In addition, MediaNet shall remit hosting fees to Member Provider in monthly installments on or before the 15th business day of each month. All sums received by MediaNet through the last business day of the preceding month shall be included in the calculation of the amount to be remitted.\n\nBSP REWARDS MEMBER PURCHASES VOLUME: Amounts due for purchases of products or services shall be calculated as of funds received by the last day of each month and remitted on or before the 15th day of the following month.\n\nRECORDS\n\nMediaNet shall maintain books and records and shall provide for online confirmation of sales and payments. MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 9.661880232782012e-05 }, { "score": 2.588914155960083, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "probability": 6.75962316583866e-05 }, { "score": 1.7351419925689697, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.\n\nPAYMENT OF COMPENSATION (SUBJECT TO RECEIPT OF GOOD, VALID FUNDS)\n\nPORTAL SALES: MediaNet shall remit all sums due to Member Provider within 30 days of receipt of cleared funds.\n\nMONTHLY HOSTING FEES: In addition, MediaNet shall remit hosting fees to Member Provider in monthly installments on or before the 15th business day of each month.", "probability": 2.8782860066719283e-05 }, { "score": 1.5682227611541748, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.\n\nPAYMENT OF COMPENSATION (SUBJECT TO RECEIPT OF GOOD, VALID FUNDS)", "probability": 2.4358012284372758e-05 }, { "score": 1.5480155944824219, "text": "Comm", "probability": 2.3870745590337554e-05 }, { "score": 1.4474974870681763, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made", "probability": 2.1587956028492417e-05 }, { "score": 1.305039882659912, "text": "PLATINUM PORTAL\n\nIncludes at your option:\n\no Full Featured Customizable Portal with web based administration panel\n\no Branded Header\n\no Branded Photo Sharing\n\no Branded Travel Agency\n\no Branded Frames\n\no Email\n\no Branded Picture Judge\n\no Reseller program\n\nRetail $1295", "probability": 1.8721600487023233e-05 }, { "score": 1.2757841348648071, "text": "Retail $1295", "probability": 1.8181820399123044e-05 }, { "score": 1.2557259798049927, "text": "Retail $495", "probability": 1.7820759836032315e-05 }, { "score": 1.1990089416503906, "text": "Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission\n\n\n\n\n\nwith out notice. Commission is not paid on MediaNet Group Technologies's free-ware programs.", "probability": 1.683814793210338e-05 }, { "score": 0.9489161968231201, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.\n\nPAYMENT OF COMPENSATION (SUBJECT TO RECEIPT OF GOOD, VALID FUNDS)\n\nPORTAL SALES: MediaNet shall remit all sums due to Member Provider within 30 days of receipt of cleared funds.\n\nMONTHLY HOSTING FEES: In addition, MediaNet shall remit hosting fees to Member Provider in monthly installments on or before the 15th business day of each month. All sums received by MediaNet through the last business day of the preceding month shall be included in the calculation of the amount to be remitted.\n\nBSP REWARDS MEMBER PURCHASES VOLUME: Amounts due for purchases of products or services shall be calculated as of funds received by the last day of each month and remitted on or before the 15th day of the following month.", "probability": 1.311234663627503e-05 }, { "score": 0.8795104026794434, "text": "Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission\n\n\n\n\n\nwith out notice. Commission is not paid on MediaNet Group Technologies's free-ware programs. (pricing and products subject to change without notice).\n\nCUSTOMER CONTACT\n\nOnce a customer has come from the reseller to the MediaNet Group Technologies web site, MediaNet Group Technologies deals with the customer directly, issuing the software from the MediaNet Group Technologies server and billing the customer.", "probability": 1.2233137811041795e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.092381477355957, "probability": 0.7536949842649103 }, { "score": 9.98294448852539, "text": "Commissions are only paid each month if the amount owing exceeds $100 US.", "probability": 0.0914279076487594 }, { "score": 9.215760231018066, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US.", "probability": 0.042451680922349855 }, { "score": 9.028754234313965, "text": "Commissions are only paid each month if the amount owing exceeds $100 US", "probability": 0.035211069689075704 }, { "score": 8.44976806640625, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "probability": 0.019734617854102254 }, { "score": 8.26156997680664, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US", "probability": 0.016349155677036313 }, { "score": 7.837986946105957, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.010703740124753247 }, { "score": 7.433633804321289, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.007143765962121921 }, { "score": 6.880899906158447, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made", "probability": 0.004110341786625315 }, { "score": 6.85237979888916, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.003994770287416412 }, { "score": 6.613452434539795, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.003145770062728913 }, { "score": 6.334090232849121, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.00237903873087126 }, { "score": 6.259627819061279, "text": "Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission", "probability": 0.0022083245320650225 }, { "score": 6.095162868499756, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.0018734265750453359 }, { "score": 6.05592679977417, "text": "Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission\n\n\n\n\n\nwith out notice.", "probability": 0.0018013440458932452 }, { "score": 5.868989944458008, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.0014942078842469046 }, { "score": 5.492443561553955, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission", "probability": 0.001025366223717731 }, { "score": 5.288742542266846, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission\n\n\n\n\n\nwith out notice.", "probability": 0.000836397601500535 }, { "score": 4.010194778442383, "text": "Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission\n\n\n\n\n\nwith out notice. Commission is not paid on MediaNet Group Technologies's free-ware programs.", "probability": 0.00023288769370030253 }, { "score": 3.7592532634735107, "text": "MediaNet Group Technologies may offer additional products from time to time.\n\nCOMMISSION\n\nMediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US.", "probability": 0.0001812024330796492 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Ip Ownership Assignment": [ { "score": 12.247001647949219, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 0.4901135428279345 }, { "text": "", "score": 12.222497940063477, "probability": 0.47824988909987876 }, { "score": 8.983986854553223, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.018758036818913693 }, { "score": 8.112541198730469, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement", "probability": 0.007847355806384553 }, { "score": 6.896042823791504, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement Initials", "probability": 0.0023249028661370416 }, { "score": 6.03426456451416, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS", "probability": 0.0009820628220335327 }, { "score": 4.6560516357421875, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein", "probability": 0.00024750786297346043 }, { "score": 4.493183135986328, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement Initials ______ _______ 1", "probability": 0.0002103081532007909 }, { "score": 4.4854044914245605, "text": "This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns. Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.00020867858695362783 }, { "score": 4.354125022888184, "text": "MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 0.00018300541420800064 }, { "score": 4.195737838745117, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller", "probability": 0.00015619864367305192 }, { "score": 3.9700682163238525, "text": "RES", "probability": 0.0001246436581819772 }, { "score": 3.8833885192871094, "text": "(EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 0.0001142945896047379 }, { "score": 3.8451993465423584, "text": "including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 0.0001100120672330277 }, { "score": 3.661560297012329, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor", "probability": 9.155601880867889e-05 }, { "score": 3.6536672115325928, "text": "Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 9.083620384364531e-05 }, { "score": 3.6233558654785156, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages,", "probability": 8.812414692749208e-05 }, { "score": 2.7344861030578613, "text": ").", "probability": 3.622961283026539e-05 }, { "score": 2.5967516899108887, "text": "OWNERSHIP. RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 3.156795125848635e-05 }, { "score": 2.5865278244018555, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site", "probability": 3.1246849020466275e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.164783477783203, "probability": 0.9989596511554872 }, { "score": 4.982730865478516, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 0.000759315261367654 }, { "score": 3.7588582038879395, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement", "probability": 0.00022330630492875883 }, { "score": 0.8383257389068604, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS", "probability": 1.203732126347954e-05 }, { "score": 0.7213418483734131, "text": "RESELLER understands and agrees that MediaNet Group", "probability": 1.0708395266488377e-05 }, { "score": 0.5555012226104736, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement Initials ______ _______ 1\n\n5.2 INTELLECTUAL PROPERTY. Nothing herein shall grant a party any right, title or interest in the other party's Intellectual Property, except as explicitly set forth herein.", "probability": 9.071951604847913e-06 }, { "score": -0.30697721242904663, "text": "Reseller Agreement", "probability": 3.8294032335929064e-06 }, { "score": -0.36781537532806396, "text": "5.1 OWNERSHIP. RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 3.6033746691619243e-06 }, { "score": -0.5640749931335449, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller", "probability": 2.961249171364399e-06 }, { "score": -0.6089673042297363, "text": "RES", "probability": 2.8312516288727567e-06 }, { "score": -0.8779025077819824, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement Initials ______ _______ 1", "probability": 2.1636220277258017e-06 }, { "score": -0.9430588483810425, "text": "OWNERSHIP. RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 2.027142855724655e-06 }, { "score": -0.9657435417175293, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement Initials", "probability": 1.98167539910995e-06 }, { "score": -1.1741719245910645, "text": "Reseller Agreement", "probability": 1.6088413559110967e-06 }, { "score": -1.39207124710083, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein", "probability": 1.2938405199528137e-06 }, { "score": -1.5916881561279297, "text": "5.1 OWNERSHIP. RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement", "probability": 1.0597129119631016e-06 }, { "score": -1.909956455230713, "text": "MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 7.708432253707216e-07 }, { "score": -2.166931629180908, "text": "OWNERSHIP. RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement", "probability": 5.961604484234216e-07 }, { "score": -2.1740734577178955, "text": "MediaNet Group Technologies must approve any advertising prior to issuance and placement.\n\n5. PROPRIETARY RIGHTS\n\n5.1 OWNERSHIP. RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 5.919179403853995e-07 }, { "score": -2.1763453483581543, "text": "(EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 5.905746939890567e-07 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__License Grant": [ { "text": "", "score": 11.728994369506836, "probability": 0.6299461927471715 }, { "score": 10.629525184631348, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.2098022084844511 }, { "score": 9.492286682128906, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 0.06728428616570382 }, { "score": 8.788355827331543, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.", "probability": 0.033281306241405 }, { "score": 8.657946586608887, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.029212205674950722 }, { "score": 7.71201229095459, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.", "probability": 0.011343584352771548 }, { "score": 6.863072872161865, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.\n\n2. RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 0.004853562202297119 }, { "score": 6.725398540496826, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 0.004229308812431242 }, { "score": 6.616177558898926, "text": "Under the terms and conditions as outlined in this Agreement.", "probability": 0.003791711865966615 }, { "score": 5.480353355407715, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 0.0012177359954643125 }, { "score": 5.087444305419922, "text": "MediaNet Group Technologies, Inc., a Nevada corporation having an address at 5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.0008220815688375618 }, { "score": 5.03556489944458, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.\n\nTHE PLAN\n\nThe MediaNet Group Technologies Reseller Plan is free to join. Under the plan, resellers market and promote MediaNet Group Technologies's software product range to their existing customer base and the general Internet community. By referring a customer to the MediaNet Group Technologies web site, the reseller receives a commission for customer's purchase of the MediaNet Group Technologies Brand-A-Port software.", "probability": 0.0007805198845559014 }, { "score": 4.860548496246338, "text": "International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.0006552021494415301 }, { "score": 4.785128593444824, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto", "probability": 0.0006076043380356944 }, { "score": 4.5351667404174805, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement", "probability": 0.0004732207858558507 }, { "score": 4.443240642547607, "text": "Under the terms and conditions as outlined in this Agreement.\n\n2. RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 0.00043165901499286316 }, { "score": 4.3627824783325195, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE", "probability": 0.00039828896924240525 }, { "score": 4.305566310882568, "text": "Under the terms and conditions as outlined in this Agreement.", "probability": 0.00037614008020967924 }, { "score": 3.9502062797546387, "text": "MediaNet Group Technologies, Inc., a Nevada corporation having an address at 5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 0.0002636444978542657 }, { "score": 3.8116652965545654, "text": "(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.00022953616836152675 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.997716903686523, "probability": 0.5888406521071706 }, { "score": 11.624269485473633, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.4053326909867241 }, { "score": 5.972678184509277, "text": " Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0014234975237096478 }, { "score": 5.641715049743652, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.0010224009700013689 }, { "score": 5.628185749053955, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor", "probability": 0.0010086617504396485 }, { "score": 5.395430088043213, "text": "assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0007992102644611808 }, { "score": 4.487875461578369, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 0.00032248913450371873 }, { "score": 4.264531135559082, "text": "This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns. Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0002579395146738075 }, { "score": 4.056851387023926, "text": "Reseller may", "probability": 0.0002095673923829494 }, { "score": 3.60420298576355, "text": "otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0001332726418108019 }, { "score": 3.5741963386535645, "text": "nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.0001293329802961009 }, { "score": 3.321467399597168, "text": "transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.00010045012967749539 }, { "score": 3.1913747787475586, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except", "probability": 8.819663068000587e-05 }, { "score": 2.8050127029418945, "text": ".", "probability": 5.9931766229070284e-05 }, { "score": 2.7014713287353516, "text": " Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 5.403680083331273e-05 }, { "score": 2.6324825286865234, "text": "may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 5.043455278516814e-05 }, { "score": 2.5514090061187744, "text": "or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 4.650700696903999e-05 }, { "score": 2.5317771434783936, "text": "Under the terms and conditions as outlined in this Agreement.", "probability": 4.5602891568824764e-05 }, { "score": 2.3765110969543457, "text": "Res", "probability": 3.904461940947805e-05 }, { "score": 2.2975540161132812, "text": "this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 3.6080335673552e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.08415412902832, "probability": 0.9198516485263646 }, { "score": 8.746634483337402, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.032677695806466595 }, { "score": 7.919349670410156, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.014287827440387655 }, { "score": 7.437511444091797, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 0.008824833365125592 }, { "score": 7.225948333740234, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 0.007142098281584874 }, { "score": 6.976659774780273, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.\n\n2. RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 0.005566230370860211 }, { "score": 6.597057342529297, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 0.0038080437999087483 }, { "score": 6.0702714920043945, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.", "probability": 0.0022486493979704757 }, { "score": 5.569833755493164, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 0.0013632779156646899 }, { "score": 5.187633991241455, "text": "MediaNet Group Technologies, Inc., a Nevada corporation having an address at 5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.0009302445854095021 }, { "score": 4.891782760620117, "text": "International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.0006920071694305728 }, { "score": 4.708648204803467, "text": "Under the terms and conditions as outlined in this Agreement.", "probability": 0.0005762039974277137 }, { "score": 4.661019325256348, "text": "Under the terms and conditions as outlined in this Agreement.\n\n2. RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 0.0005494033551893763 }, { "score": 4.445141792297363, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "probability": 0.00044272789449910924 }, { "score": 3.8785104751586914, "text": "MediaNet Group Technologies, Inc., a Nevada corporation having an address at 5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 0.00025121873920340844 }, { "score": 3.5826594829559326, "text": "International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 0.0001868811845816471 }, { "score": 3.497161626815796, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE", "probability": 0.00017156722669856242 }, { "score": 3.445427894592285, "text": "(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.0001629170947069045 }, { "score": 3.2541937828063965, "text": "Under the terms and conditions as outlined in this Agreement.", "probability": 0.00013455961542463107 }, { "score": 3.23471736907959, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.\n\n3. COMPENSATION\n\nMediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule. MediaNet Group Technologies will remit payment as directed by Reseller in the time frames noted on the Compensation Schedule attached hereto.\n\n4. PUBLICITY AND ADVERTISING\n\nSubject to Section 7, Reseller and MediaNet Group Technologies agree that broad publicity with respect to the relationship developed by this Agreement, and the advantages of such relationship, will be permitted and actively encouraged and supported by both parties. This publicity initiative will include, but is not limited to, a press releases issued by Reseller and MediaNet Group Technologies, publicizing the strategic alliance between the parties, on site promotion and email campaigns. In this regard, Reseller and MediaNet Group Technologies shall agree on the form, content of the press release prior to its release. MediaNet Group Technologies must approve any advertising prior to issuance and placement.\n\n5. PROPRIETARY RIGHTS\n\n5.1 OWNERSHIP. RESELLER understands and agrees that MediaNet Group", "probability": 0.0001319642330955404 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.196856498718262, "probability": 0.9976209619845643 }, { "score": 5.617268085479736, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.0013851175273352596 }, { "score": 4.488576889038086, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.0004480250185625438 }, { "score": 3.0283915996551514, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 0.0001040283841557187 }, { "score": 2.805697202682495, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.", "probability": 8.326009556080139e-05 }, { "score": 2.802187919616699, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.\n\n2. RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 8.296842439506379e-05 }, { "score": 2.419610023498535, "text": "MediaNet Group Technologies, Inc., a Nevada corporation having an address at 5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 5.659282499619363e-05 }, { "score": 2.263702392578125, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 4.842298411445858e-05 }, { "score": 1.8198336362838745, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 3.106574679888691e-05 }, { "score": 1.5221353769302368, "text": "(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 2.3067104702166883e-05 }, { "score": 1.4035532474517822, "text": "International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 2.048771491920502e-05 }, { "score": 1.2305675745010376, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.", "probability": 1.723323456038841e-05 }, { "score": 1.094334602355957, "text": "Under the terms and conditions as outlined in this Agreement.\n\n2. RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 1.5038397884027494e-05 }, { "score": 0.9223037958145142, "text": "MediaNet Group Technologies, Inc., a Nevada corporation having an address at 5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement.", "probability": 1.2661627749204121e-05 }, { "score": 0.8167874813079834, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.\n\n3. COMPENSATION\n\nMediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule. MediaNet Group Technologies will remit payment as directed by Reseller in the time frames noted on the Compensation Schedule attached hereto.\n\n4. PUBLICITY AND ADVERTISING\n\nSubject to Section 7, Reseller and MediaNet Group Technologies agree that broad publicity with respect to the relationship developed by this Agreement, and the advantages of such relationship, will be permitted and actively encouraged and supported by both parties. This publicity initiative will include, but is not limited to, a press releases issued by Reseller and MediaNet Group Technologies, publicizing the strategic alliance between the parties, on site promotion and email campaigns. In this regard, Reseller and MediaNet Group Technologies shall agree on the form, content of the press release prior to its release. MediaNet Group Technologies must approve any advertising prior to issuance and placement.\n\n5. PROPRIETARY RIGHTS\n\n5.1 OWNERSHIP. RESELLER understands and agrees that MediaNet Group", "probability": 1.1393689712255745e-05 }, { "score": 0.699160099029541, "text": "RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 1.012930072584608e-05 }, { "score": 0.5558493137359619, "text": "Under the terms and conditions as outlined in this Agreement.", "probability": 8.776884468664243e-06 }, { "score": 0.47902119159698486, "text": "MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 8.127825148964807e-06 }, { "score": 0.2493211030960083, "text": "(\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 6.459767264118728e-06 }, { "score": 0.20528268814086914, "text": "authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 6.181462382592053e-06 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.758420944213867, "probability": 0.9999483588741884 }, { "score": 1.1751304864883423, "text": "Includes at your option:", "probability": 2.5334534317885586e-05 }, { "score": -0.6142852306365967, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 4.232330303978371e-06 }, { "score": -0.6497533321380615, "text": "Includes at your option: o Branded PictureJudge photo rating game o Customized phot catagories", "probability": 4.084848493595611e-06 }, { "score": -0.8710488080978394, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 3.273923665105954e-06 }, { "score": -1.283811092376709, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.\n\nTHE PLAN\n\nThe MediaNet Group Technologies Reseller Plan is free to join.", "probability": 2.1667468146244256e-06 }, { "score": -1.495790719985962, "text": "The MediaNet Group Technologies Reseller Plan is free to join.", "probability": 1.7528573911277757e-06 }, { "score": -1.8276495933532715, "text": "Includes at your option: o Branded PictureJudge photo rating game o Customized phot catagories o Reseller Program", "probability": 1.2578304577575472e-06 }, { "score": -1.8558216094970703, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 1.2228893297315206e-06 }, { "score": -1.9751886129379272, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.\n\n2. RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 1.0852923072943035e-06 }, { "score": -2.088153123855591, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 9.693639419050513e-07 }, { "score": -2.1874654293060303, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 8.777201622023064e-07 }, { "score": -2.244445562362671, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.", "probability": 8.291057314127053e-07 }, { "score": -2.2808051109313965, "text": "Includes at your option", "probability": 7.99501284851801e-07 }, { "score": -2.2999658584594727, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.", "probability": 7.843280718504728e-07 }, { "score": -2.3222808837890625, "text": "Includes at your option: o Branded PictureJudge photo rating game o Customized phot catagories o Reseller Program\n\nRetail $795 License Wholesale $635 Monthly Hosting/Maintenance/Updates Retail $69 Wholesale $63 (quarterly maintenance fee due in advance)\n\nReseller Agreement", "probability": 7.670196086953604e-07 }, { "score": -2.3659141063690186, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.\n\n3. COMPENSATION\n\nMediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule. MediaNet Group Technologies will remit payment as directed by Reseller in the time frames noted on the Compensation Schedule attached hereto.\n\n4. PUBLICITY AND ADVERTISING\n\nSubject to Section 7, Reseller and MediaNet Group Technologies agree that broad publicity with respect to the relationship developed by this Agreement, and the advantages of such relationship, will be permitted and actively encouraged and supported by both parties. This publicity initiative will include, but is not limited to, a press releases issued by Reseller and MediaNet Group Technologies, publicizing the strategic alliance between the parties, on site promotion and email campaigns.", "probability": 7.342717149024942e-07 }, { "score": -2.3845183849334717, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.\n\nTHE PLAN\n\nThe MediaNet Group Technologies Reseller Plan is free to join.", "probability": 7.207374077579532e-07 }, { "score": -3.007007360458374, "text": "Under the terms and conditions as outlined in this Agreement.\n\n2. RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 3.8675286210049093e-07 }, { "score": -3.075716018676758, "text": "Includes at your option: o Branded PictureJudge photo rating game o Customized phot catagories o Reseller Program\n\nRetail $795 License", "probability": 3.6107194481627686e-07 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.118776321411133, "probability": 0.9992425720516432 }, { "score": 4.583878993988037, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 0.0005337115452617414 }, { "score": 3.4738855361938477, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 0.00017589057307885837 }, { "score": 1.6866787672042847, "text": "Under the terms and conditions as outlined in this Agreement.", "probability": 2.944886262520862e-05 }, { "score": -0.5125383138656616, "text": "Upon the expiration or termination of this Agreement:", "probability": 3.265582674967507e-06 }, { "score": -0.6346225738525391, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under", "probability": 2.8902816316051623e-06 }, { "score": -0.8931608200073242, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 2.2318162181802115e-06 }, { "score": -0.9894819259643555, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement", "probability": 2.026873778945011e-06 }, { "score": -1.717827558517456, "text": "LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 9.783859675972707e-07 }, { "score": -1.8015929460525513, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.", "probability": 8.997697115625994e-07 }, { "score": -1.9260845184326172, "text": "Res", "probability": 7.944478000331216e-07 }, { "score": -2.008551597595215, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.\n\n2. RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 7.315607042452465e-07 }, { "score": -2.0656800270080566, "text": "(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 6.909391600025699e-07 }, { "score": -2.1169393062591553, "text": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.", "probability": 6.564145296524954e-07 }, { "score": -2.2577524185180664, "text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE", "probability": 5.701955556486205e-07 }, { "score": -2.2626235485076904, "text": "RESELLER AGREEMENT\n\nTHIS AGREEMENT (the \"AGREEMENT\") entered into as of the 19 day of March, 2004 (the \"EFFECTIVE DATE\") provides the terms and conditions under which MediaNet Group Technologies, Inc., a Nevada corporation having an address at 5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1. LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "probability": 5.674248127805479e-07 }, { "score": -2.302117347717285, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term.", "probability": 5.454518058965195e-07 }, { "score": -2.315061330795288, "text": "During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.", "probability": 5.384369847564314e-07 }, { "score": -2.378234386444092, "text": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "probability": 5.054744100584446e-07 }, { "score": -2.4218294620513916, "text": "Under", "probability": 4.839116450691493e-07 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.317760467529297, "probability": 0.9944586695053899 }, { "score": 6.862129211425781, "text": "Delivery shall be deemed effective 3 days after deposit with postal", "probability": 0.004248505534932233 }, { "score": 5.558404922485352, "text": "Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller Agreement", "probability": 0.0011535486725963672 }, { "score": 2.3140265941619873, "text": "Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller", "probability": 4.49800898451474e-05 }, { "score": 1.656665563583374, "text": "Reseller Agreement", "probability": 2.3309451297204563e-05 }, { "score": 1.3695043325424194, "text": "Delivery shall be deemed effective 3 days after deposit with postal", "probability": 1.749119624017312e-05 }, { "score": 1.113023042678833, "text": "Delivery shall be deemed effective 3 days after deposit with", "probability": 1.3534153675146392e-05 }, { "score": 0.8481408953666687, "text": "3 days after deposit with postal", "probability": 1.038470702097962e-05 }, { "score": 0.4120199680328369, "text": "Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller Agreement", "probability": 6.714123668243715e-06 }, { "score": 0.0424799919128418, "text": "Delivery", "probability": 4.6398096501709415e-06 }, { "score": -0.25087475776672363, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.\n\n13.2 WAIVER AND AMENDMENT. No modifications, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.\n\n13.3 GOVERNING LAW. The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.\n\n13.4 NOTICES, ETC. Any notice required or permitted by this Agreement shall be deemed given if delivered by registered mail, postage prepaid, addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective 3 days after deposit with postal", "probability": 3.460173014627447e-06 }, { "score": -0.41294360160827637, "text": "postal", "probability": 2.942471128488189e-06 }, { "score": -0.455583393573761, "text": "3 days after deposit with postal\n\nReseller Agreement", "probability": 2.8196420837531744e-06 }, { "score": -0.8349709510803223, "text": "Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller Agreement Initials ______ _______ 4\n\nauthorities. Email, facsimile or other form of transmission pursuant to which MediaNet Group Technologies receives actual notice of the accounts into which the funds are to be wired may give notices of the accounts into which payment is to be wired shall be effective and MediaNet Group Technologies shall be entitled to rely upon them as if they were sent in accordance with the notice provisions of this paragraph.", "probability": 1.9294257093860294e-06 }, { "score": -0.9823076725006104, "text": " Delivery shall be deemed effective 3 days after deposit with postal", "probability": 1.6651008252641069e-06 }, { "score": -1.1220295429229736, "text": "Upon the expiration or termination of this Agreement:", "probability": 1.4479717829936277e-06 }, { "score": -1.3069803714752197, "text": "Delivery shall be deemed effective 3 days after deposit with", "probability": 1.2034747268827847e-06 }, { "score": -1.5545990467071533, "text": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.\n\n13.2 WAIVER AND AMENDMENT. No modifications, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.\n\n13.3 GOVERNING LAW. The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.\n\n13.4 NOTICES, ETC. Any notice required or permitted by this Agreement shall be deemed given if delivered by registered mail, postage prepaid, addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller Agreement", "probability": 9.39501656560965e-07 }, { "score": -1.5877125263214111, "text": "Reseller", "probability": 9.089009319408871e-07 }, { "score": -1.5908057689666748, "text": "shall be deemed effective 3 days after deposit with postal", "probability": 9.060938245882093e-07 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.374490737915039, "probability": 0.7939370676743421 }, { "score": 9.761119842529297, "text": "Upon the expiration or termination of this Agreement:\n\n10.1 Each party shall, within 30 days of such expiration or termination return to other party or destroy all Confidential Information and all other material received from such other party.\n\n10.2 All rights granted by Reseller hereunder to MediaNet Group Technologies shall terminate. All rights granted by MediaNet Group Technologies hereunder to Reseller shall terminate, subject to the continuing obligation of MediaNet Group Technologies to remit payment pursuant to the provisions of Section 8.", "probability": 0.058185332429550596 }, { "score": 9.500894546508789, "text": "Upon the expiration or termination of this Agreement:", "probability": 0.044853786322313134 }, { "score": 8.535042762756348, "text": "All rights granted by MediaNet Group Technologies hereunder to Reseller shall terminate, subject to the continuing obligation of MediaNet Group Technologies to remit payment pursuant to the provisions of Section 8.", "probability": 0.017073989491009314 }, { "score": 8.493613243103027, "text": "The obligation to remit payment cease 30 days after termination of this Agreement.", "probability": 0.016381074972984782 }, { "score": 8.306085586547852, "text": "However, in no event shall termination of this Agreement by MediaNet Group Technologies relieve it of the obligation to remit payment to Reseller for sales or Portals, Hosting Services or other products and services to or through Buyers contracted by Reseller prior to such termination.", "probability": 0.013580012558140377 }, { "score": 8.230685234069824, "text": "Upon the expiration or termination of this Agreement:", "probability": 0.012593725256551518 }, { "score": 8.194305419921875, "text": "All rights granted by MediaNet Group Technologies hereunder to Reseller shall terminate, subject to the continuing obligation of MediaNet Group Technologies to remit payment pursuant to the provisions of Section 8.", "probability": 0.01214380156384589 }, { "score": 7.474109649658203, "text": "Upon the expiration or termination of this Agreement:\n\n10.1 Each party shall, within 30 days of such expiration or termination return to other party or destroy all Confidential Information and all other material received from such other party.", "probability": 0.005909865717904223 }, { "score": 7.235830307006836, "text": "In the event of a Terminating Event, involving Reseller, other than for an event involving fraud or dishonesty by Reseller, MediaNet Group Technologies shall be entitled to offset payments\n\n\n\n\n\ndue under this Agreement against its costs incurred as a result of the Terminating Event, but shall remain obligated to remit all payments due under this agreement as a direct result of the activities of Reseller prior to the effective date of termination.\n\nReseller Agreement Initials ______ _______ &sbsp; 3\n\n10. EFFECT OF TERMINATION\n\nUpon the expiration or termination of this Agreement:", "probability": 0.0046568710184474215 }, { "score": 6.773484706878662, "text": "Upon the expiration or termination of this Agreement:\n\n10.1 Each party shall, within 30 days of such expiration or termination return to other party or destroy all Confidential Information and all other material received from such other party.\n\n10.2 All rights granted by Reseller hereunder to MediaNet Group Technologies shall terminate.", "probability": 0.0029329189835000068 }, { "score": 6.765653133392334, "text": "In the event of a Terminating Event, involving Reseller, other than for an event involving fraud or dishonesty by Reseller, MediaNet Group Technologies shall be entitled to offset payments\n\n\n\n\n\ndue under this Agreement against its costs incurred as a result of the Terminating Event, but shall remain obligated to remit all payments due under this agreement as a direct result of the activities of Reseller prior to the effective date of termination.", "probability": 0.0029100393217681513 }, { "score": 6.656217575073242, "text": "The obligation to remit payment cease 30 days after termination of this Agreement.\n\n9.2 TERMINATION FOR BREACH OR INSOLVENCY. A party shall have the right to terminate this Agreement on written notice if (a) the other party ceases to do business in the ordinary course or is insolvent (i.e., unable to pay its debts in the ordinary course as they come due), or is declared bankrupt, or is the subject of any liquidation or insolvency proceeding which is not dismissed within 90 days, or makes any assignment for the benefit of creditors, or (b) the other party breaches any material term of this Agreement, including timely payments, and fails to cure such breach within 30 days after written notice thereof (collectively referred to here in as \"TERMINATING EVENTS\"). In the event of a Terminating Event, involving Reseller, other than for an event involving fraud or dishonesty by Reseller, MediaNet Group Technologies shall be entitled to offset payments", "probability": 0.002608384424954159 }, { "score": 6.572267055511475, "text": "However, in no event shall termination of this Agreement by MediaNet Group Technologies relieve it of the obligation to remit payment to Reseller for sales or Portals, Hosting Services or other products and services to or through Buyers contracted by Reseller prior to such termination. The obligation to remit payment cease 30 days after termination of this Agreement.", "probability": 0.002398348836630126 }, { "score": 6.56854248046875, "text": "All rights granted by Reseller hereunder to MediaNet Group Technologies shall terminate. All rights granted by MediaNet Group Technologies hereunder to Reseller shall terminate, subject to the continuing obligation of MediaNet Group Technologies to remit payment pursuant to the provisions of Section 8.", "probability": 0.002389432621273546 }, { "score": 6.54175329208374, "text": "All rights granted by MediaNet Group Technologies hereunder to Reseller shall terminate, subject to the continuing obligation of MediaNet Group Technologies to remit payment pursuant to the provisions of Section 8.\n\n10.3 Sections 5, 6, 7, 9.2 10, 11, 12 and 13 shall survive the expiration or termination of this Agreement for any reason.", "probability": 0.0023262714561362355 }, { "score": 6.279633522033691, "text": "The Reseller Agreement can be terminated at any time at the discretion of either party.", "probability": 0.0017898771431198095 }, { "score": 6.001657962799072, "text": "Upon the expiration or termination of this Agreement:\n\n10.1 Each party shall, within 30 days of such expiration or termination", "probability": 0.0013555014004726417 }, { "score": 5.859210014343262, "text": "In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property.", "probability": 0.0011755351311419735 }, { "score": 5.472044944763184, "text": "Each party shall, within 30 days of such expiration or termination return to other party or destroy all Confidential Information and all other material received from such other party.\n\n10.2 All rights granted by Reseller hereunder to MediaNet Group Technologies shall terminate. All rights granted by MediaNet Group Technologies hereunder to Reseller shall terminate, subject to the continuing obligation of MediaNet Group Technologies to remit payment pursuant to the provisions of Section 8.", "probability": 0.0007981636759143467 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Audit Rights": [ { "text": "", "score": 12.305732727050781, "probability": 0.4465552345595176 }, { "score": 12.191558837890625, "text": "MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 0.39837318197538035 }, { "score": 11.150793075561523, "text": "MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 0.14069908301556655 }, { "score": 7.8163981437683105, "text": "MediaNet shall maintain books and records and shall provide for online confirmation of sales and payments. MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 0.0050139724996266215 }, { "score": 7.706239223480225, "text": "MediaNet shall maintain books and records and shall provide for online confirmation of sales and payments. MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 0.004490973955014615 }, { "score": 7.424135208129883, "text": "MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement", "probability": 0.0033870711464757553 }, { "score": 5.237292289733887, "text": "MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement", "probability": 0.0003802686360573886 }, { "score": 4.533626556396484, "text": "RECORDS\n\nMediaNet shall maintain books and records and shall provide for online confirmation of sales and payments. MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 0.00018814486161360043 }, { "score": 4.475866317749023, "text": "Media", "probability": 0.00017758546179880277 }, { "score": 4.358162879943848, "text": "Media", "probability": 0.00015786630914005085 }, { "score": 4.25210428237915, "text": "MediaNet shall maintain books and records and shall provide for online confirmation of sales and payments.", "probability": 0.00014198052958430495 }, { "score": 3.596907138824463, "text": "RECORDS\n\nMediaNet shall maintain books and records and shall provide for online confirmation of sales and payments. MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 7.37361211004574e-05 }, { "score": 3.3262906074523926, "text": "Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 5.625394982159207e-05 }, { "score": 3.2983222007751465, "text": "Net shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 5.4702414596876984e-05 }, { "score": 3.151339054107666, "text": "Net shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 4.722506096456341e-05 }, { "score": 3.0489752292633057, "text": "MediaNet shall maintain books and records and shall provide for online confirmation of sales and payments. MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement", "probability": 4.263011291438431e-05 }, { "score": 3.0187954902648926, "text": "MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.\n\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below.\n\nReseller Agreement", "probability": 4.136276750185541e-05 }, { "score": 2.9902820587158203, "text": "MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and", "probability": 4.020002867500249e-05 }, { "score": 2.9883956909179688, "text": "Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 4.012426811404395e-05 }, { "score": 2.9445323944091797, "text": "reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "probability": 3.840232653574e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Uncapped Liability": [ { "score": 12.6937255859375, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.3392229096954506 }, { "text": "", "score": 12.371158599853516, "probability": 0.2456948836951483 }, { "score": 12.02165412902832, "text": "MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES.", "probability": 0.1732240745635195 }, { "score": 11.979440689086914, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE.", "probability": 0.16606388191844448 }, { "score": 10.211068153381348, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE", "probability": 0.028332229534475322 }, { "score": 10.121077537536621, "text": "RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE.", "probability": 0.025893951111537264 }, { "score": 8.494722366333008, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY", "probability": 0.005091916195092679 }, { "score": 8.352705001831055, "text": "RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE", "probability": 0.004417778013926292 }, { "score": 8.114259719848633, "text": "MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES", "probability": 0.0034805543459859936 }, { "score": 7.937610626220703, "text": "The parties acknowledge that the breach or threatened breach of this Agreement by Reseller would cause irreparable harm to MediaNet Group Technologies, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which MediaNet Group Technologies may be legally entitled, MediaNet Group Technologies may seek immediate injunctive relief in the event of a breach or threatened breach of such sections by the Reseller or any of Resellers employees or subcontractors.", "probability": 0.0029169614707984706 }, { "score": 7.794374465942383, "text": "The parties acknowledge that the breach or threatened breach of this Agreement by Reseller would cause irreparable harm to MediaNet Group Technologies, the extent of which would be difficult to ascertain.", "probability": 0.002527691212873266 }, { "score": 6.83894157409668, "text": "Accordingly, each party agrees that, in addition to any other remedies to which MediaNet Group Technologies may be legally entitled, MediaNet Group Technologies may seek immediate injunctive relief in the event of a breach or threatened breach of such sections by the Reseller or any of Resellers employees or subcontractors.", "probability": 0.0009722652995612961 }, { "score": 6.210411548614502, "text": "NEITHER RESELLER NOR MEDIANET GROUP TECHNOLOGIES MAKES ANY WARRANTY WHATSOEVER WITH REGARD TO THE FEATURES, FUNCTIONS, PERFORMANCE, QUALITY OR OTHER CHARACTERISTICS OF THE SERVICE EACH COMPANY PROVIDES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.0005185822696633055 }, { "score": 5.919211387634277, "text": "Other than claims arising out of the use of the BrandAPort services, MediaNet Group Technologies shall not be responsible for unauthorized use of the Co-branded sites by Reseller, users of Reseller's or Buyers' Sites.", "probability": 0.0003875707926013557 }, { "score": 5.496126174926758, "text": "NEITHER RESELLER NOR MEDIANET GROUP TECHNOLOGIES MAKES ANY WARRANTY WHATSOEVER WITH REGARD TO THE FEATURES, FUNCTIONS, PERFORMANCE, QUALITY OR OTHER CHARACTERISTICS OF THE SERVICE EACH COMPANY PROVIDES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE.", "probability": 0.00025386771137459846 }, { "score": 5.436073303222656, "text": "Accordingly, each party agrees that, in addition to any other remedies to which MediaNet Group Technologies may be legally entitled, MediaNet Group Technologies may seek immediate injunctive relief in the event of a breach or threatened breach of such sections by the Reseller or any of Resellers employees or subcontractors.", "probability": 0.00023907096637124867 }, { "score": 5.418377876281738, "text": "LIMITATION OF LIABILITY\n\nNEITHER RESELLER NOR MEDIANET GROUP TECHNOLOGIES MAKES ANY WARRANTY WHATSOEVER WITH REGARD TO THE FEATURES, FUNCTIONS, PERFORMANCE, QUALITY OR OTHER CHARACTERISTICS OF THE SERVICE EACH COMPANY PROVIDES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.00023487771366876445 }, { "score": 5.246511459350586, "text": "BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE. MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES.", "probability": 0.00019778856258907346 }, { "score": 5.128951072692871, "text": "IN", "probability": 0.0001758512043709246 }, { "score": 4.991668701171875, "text": "NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.0001532937225474128 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Cap On Liability": [ { "score": 13.669557571411133, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.4835336080669631 }, { "score": 12.833939552307129, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.209663277496132 }, { "text": "", "score": 12.200275421142578, "probability": 0.11125653625470885 }, { "score": 11.808372497558594, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE. MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES.", "probability": 0.07518379747166909 }, { "score": 11.339188575744629, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE.", "probability": 0.04702840715929204 }, { "score": 10.406717300415039, "text": "RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE. MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES.", "probability": 0.018509434062788953 }, { "score": 9.93753433227539, "text": "RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE.", "probability": 0.011577893918772016 }, { "score": 9.798253059387207, "text": "MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES.", "probability": 0.010072574258098347 }, { "score": 9.564600944519043, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY", "probability": 0.007973824148040444 }, { "score": 9.289941787719727, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE", "probability": 0.0060587592733570735 }, { "score": 8.900495529174805, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY", "probability": 0.004104396762442731 }, { "score": 8.647106170654297, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE. MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES", "probability": 0.0031856916426064945 }, { "score": 8.529885292053223, "text": "The parties acknowledge that the breach or threatened breach of this Agreement by Reseller would cause irreparable harm to MediaNet Group Technologies, the extent of which would be difficult to ascertain.", "probability": 0.0028333182267606966 }, { "score": 8.276312828063965, "text": "Accordingly, each party agrees that, in addition to any other remedies to which MediaNet Group Technologies may be legally entitled, MediaNet Group Technologies may seek immediate injunctive relief in the event of a breach or threatened breach of such sections by the Reseller or any of Resellers employees or subcontractors.", "probability": 0.002198721552808283 }, { "score": 8.26837158203125, "text": "NEITHER RESELLER NOR MEDIANET GROUP TECHNOLOGIES MAKES ANY WARRANTY WHATSOEVER WITH REGARD TO THE FEATURES, FUNCTIONS, PERFORMANCE, QUALITY OR OTHER CHARACTERISTICS OF THE SERVICE EACH COMPANY PROVIDES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.002181330110258919 }, { "score": 7.88828706741333, "text": "RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE", "probability": 0.0014916014157080745 }, { "score": 7.727212905883789, "text": "The parties acknowledge that the breach or threatened breach of this Agreement by Reseller would cause irreparable harm to MediaNet Group Technologies, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which MediaNet Group Technologies may be legally entitled, MediaNet Group Technologies may seek immediate injunctive relief in the event of a breach or threatened breach of such sections by the Reseller or any of Resellers employees or subcontractors.", "probability": 0.0012696942924820028 }, { "score": 7.245451927185059, "text": "RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE. MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES", "probability": 0.0007842834177029739 }, { "score": 7.082053184509277, "text": "ET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES.", "probability": 0.0006660546435323897 }, { "score": 6.636987209320068, "text": "MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES", "probability": 0.00042679582587535904 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.127498626708984, "probability": 0.7936161083122274 }, { "score": 9.54638957977295, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.06006881409408949 }, { "score": 9.206886291503906, "text": "Reseller shall be entitled to receive compensation in the following manner:", "probability": 0.04277644147992632 }, { "score": 8.760700225830078, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.027379688767775995 }, { "score": 8.13869857788086, "text": "MediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule.", "probability": 0.014699298987302876 }, { "score": 8.132476806640625, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.014608127230626898 }, { "score": 7.968193054199219, "text": "MediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule.", "probability": 0.012395013827128622 }, { "score": 7.346787452697754, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.006658463015902838 }, { "score": 7.124663352966309, "text": "This Compensation Schedule is attached hereto and made a part thereof that certain Reseller Agreement of even date:\n\nReseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.00533220356619845 }, { "score": 6.913344383239746, "text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.004316503113813942 }, { "score": 6.785160064697266, "text": "This Compensation Schedule is attached hereto and made a part thereof that certain Reseller Agreement of even date:\n\nReseller shall be entitled to receive compensation in the following manner:", "probability": 0.0037971898937652873 }, { "score": 6.6485090255737305, "text": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.0033121921541647364 }, { "score": 6.3389739990234375, "text": "This Compensation Schedule is attached hereto and made a part thereof that certain Reseller Agreement of even date:\n\nReseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.0024304470845763547 }, { "score": 6.232234954833984, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider", "probability": 0.002184389056983487 }, { "score": 5.937534809112549, "text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.0016268343923630062 }, { "score": 5.765918254852295, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "probability": 0.0013702860061710462 }, { "score": 5.76303768157959, "text": "In the event of a Terminating Event, involving Reseller, other than for an event involving fraud or dishonesty by Reseller, MediaNet Group Technologies shall be entitled to offset payments\n\n\n\n\n\ndue under this Agreement against its costs incurred as a result of the Terminating Event, but shall remain obligated to remit all payments due under this agreement as a direct result of the activities of Reseller prior to the effective date of termination.", "probability": 0.0013663444765835693 }, { "score": 5.247466564178467, "text": "BSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.000815925514859847 }, { "score": 5.004671096801758, "text": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made. Commissions are only paid each month if the amount owing exceeds $100 US.", "probability": 0.0006400380339354227 }, { "score": 4.9495134353637695, "text": "MediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule. MediaNet Group Technologies will remit payment as directed by Reseller in the time frames noted on the Compensation Schedule attached hereto.", "probability": 0.0006056909916042475 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.88504409790039, "probability": 0.680658288206292 }, { "score": 10.828103065490723, "text": "Delivery shall be deemed effective 3 days after deposit with postal", "probability": 0.23654048290889254 }, { "score": 9.194047927856445, "text": "Delivery shall be deemed effective 3 days after deposit with postal", "probability": 0.046157720146488126 }, { "score": 8.385502815246582, "text": "Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller Agreement", "probability": 0.02056352999327651 }, { "score": 6.667717456817627, "text": "Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller Agreement", "probability": 0.00369039596432502 }, { "score": 6.647122859954834, "text": "Delivery shall be deemed effective 3 days after deposit with", "probability": 0.0036151710196709566 }, { "score": 5.976159572601318, "text": "Delivery shall be deemed effective 3 days after deposit with", "probability": 0.0018481328801624142 }, { "score": 5.921889305114746, "text": "3 days after deposit with postal", "probability": 0.0017505072586122639 }, { "score": 5.811727046966553, "text": "Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller", "probability": 0.0015679097295791076 }, { "score": 5.522650718688965, "text": "Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller Agreement Initials", "probability": 0.001174293889173599 }, { "score": 5.144665718078613, "text": "3 days after deposit with postal", "probability": 0.0008046740591365322 }, { "score": 4.297755241394043, "text": "IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below.", "probability": 0.0003449939302019712 }, { "score": 3.775223731994629, "text": "If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG.", "probability": 0.0002045874093734245 }, { "score": 3.6884148120880127, "text": "Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller Agreement Initials ______ _______ 4\n\nauthorities. Email, facsimile or other form of transmission pursuant to which MediaNet Group Technologies receives actual notice of the accounts into which the funds are to be wired may give notices of the accounts into which payment is to be wired shall be effective and MediaNet Group Technologies shall be entitled to rely upon them as if they were sent in accordance with the notice provisions of this paragraph.", "probability": 0.00018757643092533942 }, { "score": 3.6600594520568848, "text": "Reseller Agreement", "probability": 0.0001823323341800519 }, { "score": 3.4797656536102295, "text": "The Reseller will then have 5 months to bring the registered prospect to contract. If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG.", "probability": 0.00015225202933631063 }, { "score": 3.479290008544922, "text": "3 days after deposit with postal\n\nReseller Agreement", "probability": 0.00015217962862975812 }, { "score": 3.402332067489624, "text": "The Reseller will then have 5 months to bring the registered prospect to contract.", "probability": 0.00014090750037003603 }, { "score": 3.354933738708496, "text": "The Reseller will then have 5 months to bring the registered prospect to contract.", "probability": 0.0001343845304402678 }, { "score": 3.3192994594573975, "text": "Delivery shall be deemed effective 3 days after deposit with postal\n", "probability": 0.00012968015093399785 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Insurance": [ { "text": "", "score": 12.146074295043945, "probability": 0.9999973332164412 }, { "score": -1.633764386177063, "text": "Reseller Agreement", "probability": 1.0363129877682592e-06 }, { "score": -2.1447253227233887, "text": "Reseller Agreement", "probability": 6.217036625180223e-07 }, { "score": -3.308769941329956, "text": "Reseller Agreement", "probability": 1.9410882080520767e-07 }, { "score": -3.3382227420806885, "text": "Reseller", "probability": 1.8847514341763628e-07 }, { "score": -3.90297532081604, "text": "APPROVED AND ACCEPTED BY THE SIGNATORY PARTIES BELOW THIS __ OF ________, 200__.\n\nMediaNet Group Technologies, Inc. ________________________\n\nAccepted by: __________________________ Accepted by:__________________ Chief Executive Officer Title:\n\nReseller Agreement", "probability": 1.0714826765349155e-07 }, { "score": -3.976386547088623, "text": "Reseller Agreement Initials ______ _______ &sbsp; 3\n\n10. EFFECT OF TERMINATION\n\nUpon the expiration or termination of this Agreement:", "probability": 9.956416672569088e-08 }, { "score": -4.402389049530029, "text": "Reseller may then re-register the prospect subject to the above criteria and/or other criteria in effect at the time.\n\nThe above criteria points are firm unless a special situation is approved by MNG in writing.\n\nWE BELIEVE THAT EACH REPRESENTATIVE AND RESELLER WILL SEE THE BENEFITS OF THIS PROGRAM AND THE PROTECTION IT AFFORDS THEM.\n\nAPPROVED AND ACCEPTED BY THE SIGNATORY PARTIES BELOW THIS __ OF ________, 200__.\n\nMediaNet Group Technologies, Inc. ________________________\n\nAccepted by: __________________________ Accepted by:__________________ Chief Executive Officer Title:\n\nReseller Agreement", "probability": 6.502682165216169e-08 }, { "score": -4.594776153564453, "text": "Reseller shall be entitled to receive compensation in the following manner:", "probability": 5.3646311822018336e-08 }, { "score": -4.734323501586914, "text": "WE BELIEVE THAT EACH REPRESENTATIVE AND RESELLER WILL SEE THE BENEFITS OF THIS PROGRAM AND THE PROTECTION IT AFFORDS THEM.\n\nAPPROVED AND ACCEPTED BY THE SIGNATORY PARTIES BELOW THIS __ OF ________, 200__.\n\nMediaNet Group Technologies, Inc. ________________________\n\nAccepted by: __________________________ Accepted by:__________________ Chief Executive Officer Title:\n\nReseller Agreement", "probability": 4.6658978480776385e-08 }, { "score": -4.8571062088012695, "text": "Resellers must send us an E-mail with the company name, contact and title that you wish to register with the Company.", "probability": 4.12678054249731e-08 }, { "score": -5.019537448883057, "text": "The Reseller will then have 5 months to bring the registered prospect to contract. If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG. Reseller may then re-register the prospect subject to the above criteria and/or other criteria in effect at the time.\n\nThe above criteria points are firm unless a special situation is approved by MNG in writing.\n\nWE BELIEVE THAT EACH REPRESENTATIVE AND RESELLER WILL SEE THE BENEFITS OF THIS PROGRAM AND THE PROTECTION IT AFFORDS THEM.\n\nAPPROVED AND ACCEPTED BY THE SIGNATORY PARTIES BELOW THIS __ OF ________, 200__.\n\nMediaNet Group Technologies, Inc. ________________________\n\nAccepted by: __________________________ Accepted by:__________________ Chief Executive Officer Title:\n\nReseller Agreement", "probability": 3.508071068338794e-08 }, { "score": -5.174757957458496, "text": "Upon the expiration or termination of this Agreement:", "probability": 3.0037028913394453e-08 }, { "score": -5.215508937835693, "text": "Either party may terminate the Agreement on 60-days written notice during a renewed term.", "probability": 2.8837595561282908e-08 }, { "score": -5.5050554275512695, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement", "probability": 2.1587910254718857e-08 }, { "score": -5.520084381103516, "text": "If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG. Reseller may then re-register the prospect subject to the above criteria and/or other criteria in effect at the time.\n\nThe above criteria points are firm unless a special situation is approved by MNG in writing.\n\nWE BELIEVE THAT EACH REPRESENTATIVE AND RESELLER WILL SEE THE BENEFITS OF THIS PROGRAM AND THE PROTECTION IT AFFORDS THEM.\n\nAPPROVED AND ACCEPTED BY THE SIGNATORY PARTIES BELOW THIS __ OF ________, 200__.\n\nMediaNet Group Technologies, Inc. ________________________\n\nAccepted by: __________________________ Accepted by:__________________ Chief Executive Officer Title:\n\nReseller Agreement", "probability": 2.1265892410962183e-08 }, { "score": -5.536411762237549, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 2.0921495282844248e-08 }, { "score": -5.607433795928955, "text": "APPROVED AND ACCEPTED BY THE SIGNATORY PARTIES BELOW THIS __ OF ________, 200__.\n\nMediaNet Group Technologies, Inc. ________________________\n\nAccepted by: __________________________ Accepted by:__________________ Chief Executive Officer Title:\n\nReseller", "probability": 1.948714620380037e-08 }, { "score": -5.6881232261657715, "text": "MediaNet Group Technologies, Inc. ________________________\n\nAccepted by: __________________________ Accepted by:__________________ Chief Executive Officer Title:\n\nReseller Agreement", "probability": 1.797650538556452e-08 }, { "score": -5.704963684082031, "text": "5.1 OWNERSHIP. RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement", "probability": 1.767630763162404e-08 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Covenant Not To Sue": [ { "score": 14.270161628723145, "text": "At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.", "probability": 0.8726063632491973 }, { "text": "", "score": 12.135309219360352, "probability": 0.10319621165317606 }, { "score": 10.559579849243164, "text": "At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party", "probability": 0.021346819808395475 }, { "score": 7.676901817321777, "text": "Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.", "probability": 0.0011950938783039805 }, { "score": 6.359279632568359, "text": "Nothing herein shall grant a party any right, title or interest in the other party's Intellectual Property, except as explicitly set forth herein. At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.", "probability": 0.0003200117890117113 }, { "score": 6.092321872711182, "text": "At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or", "probability": 0.00024503475948236706 }, { "score": 5.967385292053223, "text": "At", "probability": 0.00021625613065538547 }, { "score": 5.616256237030029, "text": "no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.", "probability": 0.00015222115648049845 }, { "score": 5.469740867614746, "text": "At no time during or after the Term of this Agreement", "probability": 0.00013147530914380868 }, { "score": 5.438861846923828, "text": "At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property", "probability": 0.00012747752188722053 }, { "score": 5.056635856628418, "text": "At no time during or after the Term of this Agreement shall", "probability": 8.698311852090818e-05 }, { "score": 4.804006576538086, "text": "At no time during or after the Term of this", "probability": 6.756464070761213e-05 }, { "score": 4.735818862915039, "text": ".", "probability": 6.311112529461024e-05 }, { "score": 4.705270290374756, "text": "Accordingly, each party agrees that, in addition to any other remedies to which MediaNet Group Technologies may be legally entitled, MediaNet Group Technologies may seek immediate injunctive relief in the event of a breach or threatened breach of such sections by the Reseller or any of Resellers employees or subcontractors.", "probability": 6.1212321048868e-05 }, { "score": 4.654028415679932, "text": "At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other", "probability": 5.8154695216104465e-05 }, { "score": 4.248869895935059, "text": "Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party", "probability": 3.878168500158302e-05 }, { "score": 3.9461536407470703, "text": "5.2 INTELLECTUAL PROPERTY. Nothing herein shall grant a party any right, title or interest in the other party's Intellectual Property, except as explicitly set forth herein. At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.", "probability": 2.8652246270822626e-05 }, { "score": 3.5994420051574707, "text": "after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.", "probability": 2.0257401002105537e-05 }, { "score": 3.5605225563049316, "text": "during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.", "probability": 1.9484139185796425e-05 }, { "score": 3.526552200317383, "text": "At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.\n\n5.3 INTELLECTUAL PROPERTY WARRANTY. The MediaNet Group Technologies", "probability": 1.8833372017821453e-05 } ], "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.11330795288086, "probability": 0.9783139243435741 }, { "score": 7.948272228240967, "text": "This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns.", "probability": 0.015192393575374741 }, { "score": 6.1322407722473145, "text": "Reseller shall be entitled to receive compensation in the following manner:", "probability": 0.002471347192293738 }, { "score": 5.846771717071533, "text": "Reseller shall be entitled to receive compensation in the following manner:", "probability": 0.0018576167868269455 }, { "score": 4.747456073760986, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 0.0006187702276056887 }, { "score": 4.459257125854492, "text": "This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns", "probability": 0.0004638378623280696 }, { "score": 4.118140697479248, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 0.000329777646260998 }, { "score": 3.871410846710205, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 0.000257672339894227 }, { "score": 3.844575881958008, "text": "This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns. Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "probability": 0.00025084966428647027 }, { "score": 2.22869610786438, "text": "This Agreement will be binding upon and inure to the benefits of the parties hereto", "probability": 4.984778382414527e-05 }, { "score": 1.9515407085418701, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider", "probability": 3.7781465028601926e-05 }, { "score": 1.6420207023620605, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "probability": 2.7724004684629892e-05 }, { "score": 1.5581068992614746, "text": "Reseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.\n\nPAYMENT OF COMPENSATION (SUBJECT TO RECEIPT OF GOOD, VALID FUNDS)", "probability": 2.54925137321176e-05 }, { "score": 1.2946772575378418, "text": "If applicable, MediaNet Group Technologies shall produce a Branded Portal for Licensee under terms as outlined in a Portal Agreement attached hereto.\n\n13. MISCELLANEOUS\n\n13.1 ASSIGNMENT. This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns.", "probability": 1.9588745423089607e-05 }, { "score": 1.2221026420593262, "text": "This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns. Reseller may", "probability": 1.8217461782721845e-05 }, { "score": 1.0985565185546875, "text": "This", "probability": 1.6100244355285377e-05 }, { "score": 1.0127054452896118, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "probability": 1.4775691673313642e-05 }, { "score": 0.8359582424163818, "text": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).\n\nReseller Agreement", "probability": 1.2381905500773344e-05 }, { "score": 0.765975832939148, "text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "probability": 1.1545015248647941e-05 }, { "score": 0.6572427749633789, "text": "Res", "probability": 1.035553030123957e-05 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Document Name": [ { "score": 14.431886672973633, "text": "INTELLECTUAL PROPERTY AGREEMENT", "probability": 0.29925430226881367 }, { "score": 13.836523056030273, "text": "INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement", "probability": 0.16499746402376333 }, { "score": 13.808004379272461, "text": "INTELLECTUAL PROPERTY AGREEMENT", "probability": 0.16035841880967056 }, { "score": 13.363824844360352, "text": "Intellectual Property Agreement", "probability": 0.10284591451512133 }, { "score": 13.1206636428833, "text": "INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC. August 28, 2009\n\n\n\n\n\n TABLE OF CONTENTS\n\n i\n\n Page 1. Definitions 1 1.1 IP Agreement 2 1.2 Asset Purchase Agreement", "probability": 0.08064611974048574 }, { "score": 13.00023365020752, "text": "IP AGREEMENT", "probability": 0.07149594239767455 }, { "score": 12.651124954223633, "text": "INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC. August 28, 2009\n\n\n\n\n\n TABLE OF CONTENTS\n\n i\n\n Page 1. Definitions 1 1.1 IP Agreement", "probability": 0.05042726507039922 }, { "score": 11.251703262329102, "text": "IP AGREEMENT", "probability": 0.012442403929063348 }, { "score": 11.20924186706543, "text": "Asset Purchase Agreement", "probability": 0.011925141651837768 }, { "text": "", "score": 10.972091674804688, "probability": 0.009407419843911559 }, { "score": 10.645277976989746, "text": "Intellectual Property Agreement", "probability": 0.006784801418862206 }, { "score": 10.518316268920898, "text": "IP AGREEMENT", "probability": 0.005975831893239305 }, { "score": 10.236233711242676, "text": "Intellectual Property Agreement, including all attached Exhibits hereto, and any amendments or supplements agreed to in writing and signed by SONY and PURCHASER. 1.2 Asset Purchase Agreement", "probability": 0.0045070406340936495 }, { "score": 10.2095947265625, "text": "IP Agreement 2 1.2 Asset Purchase Agreement", "probability": 0.004388562719625022 }, { "score": 9.740055084228516, "text": "IP Agreement", "probability": 0.0027441246423467163 }, { "score": 9.732436180114746, "text": "Intellectual Property Agreement, including all attached Exhibits hereto, and any amendments or supplements agreed to in writing and signed by SONY and PURCHASER. 1.2 Asset Purchase Agreement The term \"Asset Purchase Agreement", "probability": 0.0027232968629976187 }, { "score": 9.690601348876953, "text": "Asset Purchase Agreement, except for terms defined herein, including the following terms, which shall have the meanings set forth below: 1\n\n\n\n\n\n 1.1 IP Agreement The term \"IP Agreement\" means this Intellectual Property Agreement", "probability": 0.002611718404129488 }, { "score": 9.654726028442383, "text": "Asset Purchase Agreement", "probability": 0.002519682941245464 }, { "score": 9.427556991577148, "text": "IP Agreement, all capitalized terms shall have the meaning ascribed to them as set forth in the Asset Purchase Agreement, except for terms defined herein, including the following terms, which shall have the meanings set forth below: 1\n\n\n\n\n\n 1.1 IP Agreement The term \"IP Agreement\" means this Intellectual Property Agreement", "probability": 0.0020076483054000697 }, { "score": 9.391681671142578, "text": "IP Agreement, all capitalized terms shall have the meaning ascribed to them as set forth in the Asset Purchase Agreement", "probability": 0.0019368999273193137 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Parties": [ { "score": 12.736392974853516, "text": "PURCHASER and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.1354557986987123 }, { "score": 12.09884262084961, "text": "GSI Technology, Inc.,", "probability": 0.07159999643904368 }, { "score": 12.01992416381836, "text": "GSI Technology, Inc., a Delaware corporation (\"PURCHASER\"), on the one hand, and Sony Electronics Inc. (\"SONY\"), a Delaware corporation, on the other hand. PURCHASER and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.0661666505049433 }, { "score": 12.013899803161621, "text": "GSI Technology, Inc., a Delaware corporation (\"PURCHASER\"), on the one hand, and Sony Electronics Inc.", "probability": 0.06576923702186974 }, { "score": 11.98409366607666, "text": "Sony Electronics Inc. (\"SONY\"), a Delaware corporation, on the other hand. PURCHASER and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.0638378369023926 }, { "score": 11.978069305419922, "text": "Sony Electronics Inc.", "probability": 0.06345441085737365 }, { "score": 11.96949291229248, "text": "Sony Electronics Inc. (\"SONY\"), a Delaware corporation, on the other hand. PURCHASER and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.06291252790629032 }, { "score": 11.935869216918945, "text": "PURCHASER and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.06083234394485025 }, { "text": "", "score": 11.747775077819824, "probability": 0.050401829861940764 }, { "score": 11.697842597961426, "text": "SONY\"), a Delaware corporation, on the other hand. PURCHASER and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.04794694088830309 }, { "score": 11.542305946350098, "text": "GSI Technology, Inc., a Delaware corporation (\"PURCHASER\"), on the one hand, and Sony Electronics Inc. (\"SONY", "probability": 0.04104045755219779 }, { "score": 11.519880294799805, "text": "GSI Technology, Inc., a Delaware corporation (\"PURCHASER", "probability": 0.04013034166441963 }, { "score": 11.506475448608398, "text": "Sony Electronics Inc. (\"SONY", "probability": 0.03959599005878398 }, { "score": 11.31362533569336, "text": "PURCHASER\"), on the one hand, and Sony Electronics Inc. (\"SONY\"), a Delaware corporation, on the other hand. PURCHASER and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".", "probability": 0.0326510736591569 }, { "score": 11.307601928710938, "text": "PURCHASER\"), on the one hand, and Sony Electronics Inc.", "probability": 0.032454994080483364 }, { "score": 11.220224380493164, "text": "SONY", "probability": 0.0297395194900659 }, { "score": 11.107906341552734, "text": "GSI TECHNOLOGY, INC.", "probability": 0.026579991804074145 }, { "score": 11.04654312133789, "text": "SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "probability": 0.024997992576915568 }, { "score": 11.013270378112793, "text": "SONY ELECTRONICS INC.", "probability": 0.02417992592006773 }, { "score": 10.836008071899414, "text": "PURCHASER\"), on the one hand, and Sony Electronics Inc. (\"SONY", "probability": 0.020252140168115367 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Agreement Date": [ { "score": 15.86786937713623, "text": "August 28, 2009", "probability": 0.6904710906304725 }, { "score": 14.794014930725098, "text": "August 28, 2009", "probability": 0.2359263448603184 }, { "score": 13.098045349121094, "text": "17-May-06", "probability": 0.04327391708251437 }, { "score": 11.987852096557617, "text": "17-May-06\n\n\n\nProgrammable impedance control circuit calibrated at Voh Vol level\n\nUnited States\n\n\n\n11/436,260\n\n\n\n2007-0268039\n\n\n\n7312629\n\n\n\nHuang, M.H. Mu-Hsiang; & Ichihashi, Masahiro; & Miyajima, Yoshifumi; & Nakashima, Katsuya 4-Apr-08", "probability": 0.01425855138748919 }, { "text": "", "score": 10.986266136169434, "probability": 0.0052371154687980296 }, { "score": 10.081158638000488, "text": "17-May-06\n\n\n\nProgrammable impedance control circuit calibrated at Voh Vol level\n\nUnited States\n\n\n\n11/436,260\n\n\n\n2007-0268039\n\n\n\n7312629\n\n\n\nHuang, M.H. Mu-Hsiang; & Ichihashi, Masahiro; & Miyajima, Yoshifumi; & Nakashima, Katsuya 4-Apr-08 DYNAMIC DUAL CONTROL ON-DIE TERMINATION. United States 12/078,782 2008-0272800 Not yet patented Chuang, Patrick; & Haig, Robert\n\n 24-Mar-08", "probability": 0.002118404827369278 }, { "score": 9.82877254486084, "text": "24-Mar-08", "probability": 0.0016458834181862106 }, { "score": 9.743890762329102, "text": "4-Apr-08", "probability": 0.0015119428657898817 }, { "score": 9.06461238861084, "text": "9-Mar-09\n\n\n\nProgrammable input/output structures and method for implementing a bi-directional data busses.\n\nChina\n\n\n\n200910127224.8\n\n\n\n\n\n\n\n\n\n\n\nChuang, Patrick; & Haig, Robert; & Kwon, Kookhwan; & Tseng, Chih\n\n 13-Feb-09", "probability": 0.0007665288951566869 }, { "score": 8.94398307800293, "text": "13-Feb-09", "probability": 0.0006794224401351736 }, { "score": 8.906220436096191, "text": "28-Apr-06", "probability": 0.0006542440471413399 }, { "score": 8.882674217224121, "text": "24-Mar-08 An efficient method for implementing programmable impedance output drivers and United States 12/079,100 Not yet published Not yet patented Chuang, Patrick; & Haig, Robert; & Kwon, Kookhwan;\n\n\n\n\n\n\n\n 3\n\n programmable input on die termination on a bi- directional data bus & Tseng, Chih\n\n 9-Mar-09", "probability": 0.0006390190229086651 }, { "score": 8.545743942260742, "text": "3-May-06", "probability": 0.00045623313908384384 }, { "score": 8.461441993713379, "text": "28-Apr-06", "probability": 0.0004193483673911744 }, { "score": 8.445887565612793, "text": "9-Mar-09", "probability": 0.000412876109983832 }, { "score": 8.435003280639648, "text": "3-May-06 Dynamic sense amplifier for SRAM. United States 11/417,805 2007-0097765 7313040 Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong 30-Oct-06 Dynamic sense amplifier for SRAM. Japan 2006-294706 Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong 17-May-06", "probability": 0.0004084066164887234 }, { "score": 8.38823127746582, "text": "28, 2009", "probability": 0.00038974445625427294 }, { "score": 8.061497688293457, "text": "as of August 28, 2009", "probability": 0.0002811132729843329 }, { "score": 7.8396501541137695, "text": "24-Apr-06", "probability": 0.00022518226943384358 }, { "score": 7.837198257446289, "text": "4-Apr-08 DYNAMIC DUAL CONTROL ON-DIE TERMINATION. United States 12/078,782 2008-0272800 Not yet patented Chuang, Patrick; & Haig, Robert\n\n 24-Mar-08", "probability": 0.0002246308221000488 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Effective Date": [ { "score": 15.437623977661133, "text": "August 28, 2009", "probability": 0.6496549450294794 }, { "score": 14.646888732910156, "text": "August 28, 2009", "probability": 0.29462581379333497 }, { "score": 12.048820495605469, "text": "The term \"Effective Date\" means the Closing Date.", "probability": 0.021925226877175717 }, { "text": "", "score": 11.579797744750977, "probability": 0.013716714630792633 }, { "score": 11.45540714263916, "text": "The term \"Effective Date\" means the Closing Date.", "probability": 0.012112337159400187 }, { "score": 9.07476806640625, "text": "14-Apr-06 Performing read and write operations in the same cycle for an SRAM device. United States 11/404,191 2007-0097780 7355907 Chen, Suzanne; & Huang, M.H. Mu- Hsiang; & Tseng, Chih-Chiang 30-Oct-06", "probability": 0.0011202876210880184 }, { "score": 9.031268119812012, "text": "30-Oct-06", "probability": 0.0010725998956578077 }, { "score": 8.881417274475098, "text": "14-Apr-06", "probability": 0.0009233329948568875 }, { "score": 8.744235038757324, "text": "28-Apr-06", "probability": 0.0008049721722716793 }, { "score": 8.515188217163086, "text": "This Intellectual Property Agreement is made and entered into as of August 28, 2009", "probability": 0.0006401873619906049 }, { "score": 8.476900100708008, "text": "4-Apr-08", "probability": 0.0006161391125907532 }, { "score": 8.069743156433105, "text": "14-Apr-06 Performing read and write operations in the same cycle for an SRAM device. United States 11/404,191 2007-0097780 7355907 Chen, Suzanne; & Huang, M.H. Mu- Hsiang; & Tseng, Chih-Chiang 30-Oct-06 Shift Registers Free of Timing Race Boundary Scan Registers with Two-Phase Clock Control. Japan 2006-294617 Chen, Suzanne; & Chuang, Patrick; & Huang, M.H. Mu-Hsiang\n\n\n\n\n\n\n\n 2\n\n14-Apr-06", "probability": 0.00041006505829980795 }, { "score": 8.026243209838867, "text": "30-Oct-06 Shift Registers Free of Timing Race Boundary Scan Registers with Two-Phase Clock Control. Japan 2006-294617 Chen, Suzanne; & Chuang, Patrick; & Huang, M.H. Mu-Hsiang\n\n\n\n\n\n\n\n 2\n\n14-Apr-06", "probability": 0.0003926096570790636 }, { "score": 7.899347305297852, "text": "17-May-06\n\n\n\nProgrammable impedance control circuit calibrated at Voh Vol level\n\nUnited States\n\n\n\n11/436,260\n\n\n\n2007-0268039\n\n\n\n7312629\n\n\n\nHuang, M.H. Mu-Hsiang; & Ichihashi, Masahiro; & Miyajima, Yoshifumi; & Nakashima, Katsuya 4-Apr-08", "probability": 0.0003458205416507962 }, { "score": 7.812509536743164, "text": "30-Oct-06 Dynamic sense amplifier for SRAM. Japan 2006-294706 Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong 17-May-06\n\n\n\nProgrammable impedance control circuit calibrated at Voh Vol level\n\nUnited States\n\n\n\n11/436,260\n\n\n\n2007-0268039\n\n\n\n7312629\n\n\n\nHuang, M.H. Mu-Hsiang; & Ichihashi, Masahiro; & Miyajima, Yoshifumi; & Nakashima, Katsuya 4-Apr-08", "probability": 0.0003170572022068009 }, { "score": 7.757040023803711, "text": "28, 2009", "probability": 0.00029994906990500305 }, { "score": 7.722633361816406, "text": "Effective Date The term \"Effective Date\" means the Closing Date.", "probability": 0.00028980434743454555 }, { "score": 7.56549072265625, "text": "14-Apr-06", "probability": 0.00024766162324980055 }, { "score": 7.548708438873291, "text": "August 28, 2009\n\n\n\n\n\n TABLE OF CONTENTS\n\n i\n\n Page 1. Definitions 1 1.1 IP Agreement 2 1.2 Asset Purchase Agreement 2 1.3 Effective Date", "probability": 0.0002435399776555838 }, { "score": 7.537958145141602, "text": "Intellectual Property Agreement is made and entered into as of August 28, 2009", "probability": 0.00024093587388000884 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Expiration Date": [ { "score": 14.61469841003418, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.9347410332046371 }, { "text": "", "score": 11.820104598999023, "probability": 0.057149789677806824 }, { "score": 9.30988883972168, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement", "probability": 0.004643460802266457 }, { "score": 7.974963188171387, "text": "Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.001222055527082433 }, { "score": 7.6045403480529785, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement. 7.2 Termination (a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.", "probability": 0.0008437588559663549 }, { "score": 7.0651535987854, "text": "7. Term and Termination 7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.0004920006259876908 }, { "score": 6.506540298461914, "text": "7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.00028142519875924834 }, { "score": 6.322052001953125, "text": ".", "probability": 0.00023401340311624805 }, { "score": 5.972324848175049, "text": "Term and Termination 7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.00016495145825339708 }, { "score": 5.266544342041016, "text": "Unless", "probability": 8.144034036107948e-05 }, { "score": 5.030065536499023, "text": "this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 6.428921749158444e-05 }, { "score": 3.7537477016448975, "text": "6\n\n\n\n\n\n 7. Term and Termination 7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 1.7940739772103894e-05 }, { "score": 3.387850761413574, "text": ", this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 1.2443235618634274e-05 }, { "score": 3.2277495861053467, "text": "IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 1.0602353196442719e-05 }, { "score": 3.072110414505005, "text": "last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 9.074214360374615e-06 }, { "score": 3.050079822540283, "text": "Unless earlier terminated as provided below", "probability": 8.876490035374259e-06 }, { "score": 2.8964767456054688, "text": "the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 7.612587564108959e-06 }, { "score": 2.6701531410217285, "text": "Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement", "probability": 6.070734065136869e-06 }, { "score": 2.4128952026367188, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement. 7.2 Termination (a) Should", "probability": 4.693701918152871e-06 }, { "score": 2.363532066345215, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement. 7.2 Termination", "probability": 4.4676317410681676e-06 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Renewal Term": [ { "score": 14.034252166748047, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.895529571368735 }, { "text": "", "score": 11.795049667358398, "probability": 0.09541280022817533 }, { "score": 8.93310260772705, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement", "probability": 0.005453544063013911 }, { "score": 7.9910149574279785, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement. 7.2 Termination (a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.", "probability": 0.0021258634171853457 }, { "score": 6.268874645233154, "text": "7. Term and Termination 7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.00037985629137883185 }, { "score": 6.104072570800781, "text": "Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.000322141511650391 }, { "score": 6.036787986755371, "text": "7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.00030117947277693316 }, { "score": 5.306290626525879, "text": ".", "probability": 0.00014506892610183139 }, { "score": 4.989411354064941, "text": "Unless", "probability": 0.00010567091711274182 }, { "score": 4.230086803436279, "text": "this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 4.945213137774733e-05 }, { "score": 4.0169830322265625, "text": "Unless earlier terminated as provided below", "probability": 3.99608964656288e-05 }, { "score": 3.7479186058044434, "text": "6\n\n\n\n\n\n 7. Term and Termination 7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 3.05338822717072e-05 }, { "score": 3.5743939876556396, "text": "Term and Termination 7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 2.5669726568454857e-05 }, { "score": 3.3827738761901855, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement. 7.2 Termination (a) Should", "probability": 2.1193451269317895e-05 }, { "score": 3.023879051208496, "text": "IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 1.4802519556508196e-05 }, { "score": 2.9423580169677734, "text": "6. Payment Consideration for the license granted by SONY under this IP Agreement is included in the Purchase Price, and PURCHASER shall have no obligation to make any additional payments to SONY for the license granted under this Agreement. 6\n\n\n\n\n\n 7. Term and Termination 7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 1.3643679476028749e-05 }, { "score": 2.844426155090332, "text": ", this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 1.2370869939246303e-05 }, { "score": 2.2704477310180664, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement. 7.2 Termination", "probability": 6.968263721805121e-06 }, { "score": 2.0443201065063477, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP", "probability": 5.558000725669094e-06 }, { "score": 1.7522821426391602, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend", "probability": 4.1503824972859435e-06 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.896015167236328, "probability": 0.8338457981333983 }, { "score": 9.40180778503418, "text": "Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property, PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.06884386460665813 }, { "score": 9.364243507385254, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.06630576396786518 }, { "score": 8.35661506652832, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement. 7.2 Termination (a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.", "probability": 0.024207158379577966 }, { "score": 6.499291896820068, "text": "Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.", "probability": 0.0037784928777016918 }, { "score": 4.8218793869018555, "text": "(c) Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property, PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0007060372439604524 }, { "score": 4.672913551330566, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement", "probability": 0.0006083206659377172 }, { "score": 4.048144817352295, "text": "such termination to be effected by serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0003256859000210604 }, { "score": 3.9412178993225098, "text": "Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.00029265852978031137 }, { "score": 3.6155738830566406, "text": "7. Term and Termination 7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 0.00021131765720230168 }, { "score": 3.2598283290863037, "text": "Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days. (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.00014805990150406267 }, { "score": 3.171534299850464, "text": "serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.000135547604390555 }, { "score": 3.1593189239501953, "text": "SONY to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.00013390191129395226 }, { "score": 3.0630745887756348, "text": "Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination. (c) Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property, PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.00012161534955522245 }, { "score": 2.607944965362549, "text": "7. Term and Termination 7.1 Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement. 7.2 Termination (a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.", "probability": 7.714861048225646e-05 }, { "score": 2.3816850185394287, "text": "Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days. (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination. (c) Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property, PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 6.152684731261766e-05 }, { "score": 2.216061592102051, "text": "Term Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 5.213571355293396e-05 }, { "score": 2.176129102706909, "text": "Should", "probability": 5.0094824802096697e-05 }, { "score": 2.174288272857666, "text": "Unless", "probability": 5.000269357827856e-05 }, { "score": 2.0659492015838623, "text": "Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.", "probability": 4.4868581425113253e-05 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Governing Law": [ { "score": 16.053760528564453, "text": "This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 0.9741265042947906 }, { "text": "", "score": 12.280600547790527, "probability": 0.02238477847797202 }, { "score": 9.718402862548828, "text": "This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America", "probability": 0.0017266506826349823 }, { "score": 8.906957626342773, "text": "This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America,", "probability": 0.0007670051786542594 }, { "score": 7.693619728088379, "text": "Applicable Law This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 0.0002279566900343708 }, { "score": 7.446929931640625, "text": "This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions", "probability": 0.00017812149229911299 }, { "score": 7.316804885864258, "text": ".", "probability": 0.0001563881116410402 }, { "score": 7.218327522277832, "text": "IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 0.0001417214411740358 }, { "score": 6.447399139404297, "text": "This", "probability": 6.555798814927017e-05 }, { "score": 6.385200500488281, "text": "substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 6.160459286894338e-05 }, { "score": 5.805488109588623, "text": "9.9 Applicable Law This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 3.450223264948191e-05 }, { "score": 5.501091003417969, "text": "the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 2.5447739815981672e-05 }, { "score": 5.320399761199951, "text": "9.8 Further Assurances From time to time, as and when requested by either Party, the other Party will execute and deliver, or cause to be executed and delivered, all such documents and instruments, make such other deliveries and take such other actions as may be reasonably necessary to consummate the transactions contemplated by this IP Agreement. 9.9 Applicable Law This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 2.1241051228845146e-05 }, { "score": 5.18015193939209, "text": "This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California,", "probability": 1.8461507083303673e-05 }, { "score": 4.8010735511779785, "text": "This IP Agreement and the legal relations among the Parties", "probability": 1.263675306575234e-05 }, { "score": 4.748287200927734, "text": "the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 1.1987004777243683e-05 }, { "score": 4.606219291687012, "text": "governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 1.0399473901978233e-05 }, { "score": 4.560454368591309, "text": "the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 9.934269003832232e-06 }, { "score": 4.54392147064209, "text": "by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 9.771376997001552e-06 }, { "score": 4.4976606369018555, "text": "be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "probability": 9.32964125790211e-06 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Most Favored Nation": [ { "text": "", "score": 12.143280029296875, "probability": 0.9740045113348684 }, { "score": 8.316925048828125, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.021222479102081217 }, { "score": 5.747541427612305, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.001625275489979632 }, { "score": 4.857854843139648, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.0006676379450787784 }, { "score": 4.401757717132568, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.00042311707009563116 }, { "score": 4.39486026763916, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.00042020868323108725 }, { "score": 4.171565532684326, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0003361161274836327 }, { "score": 3.8779547214508057, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.0002505969587535325 }, { "score": 3.5938754081726074, "text": "3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0001886260706691544 }, { "score": 3.1916656494140625, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.00012616074331634508 }, { "score": 3.161722183227539, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER", "probability": 0.0001224390516113546 }, { "score": 3.16117000579834, "text": "(b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.00012237146219299522 }, { "score": 3.13795804977417, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.00011956369415453558 }, { "score": 2.8887016773223877, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement", "probability": 9.318556823151316e-05 }, { "score": 2.7562761306762695, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 8.162758985193238e-05 }, { "score": 2.44427752494812, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 5.97499712730563e-05 }, { "score": 2.2455294132232666, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 4.898041862292447e-05 }, { "score": 1.888749599456787, "text": "All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 3.428269762693062e-05 }, { "score": 1.647871732711792, "text": ", sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 2.694406142510413e-05 }, { "score": 1.6170382499694824, "text": "Trans", "probability": 2.6125959452030796e-05 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Compete": [ { "score": 12.374347686767578, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.21502114744655318 }, { "text": "", "score": 12.018850326538086, "probability": 0.1506921513935201 }, { "score": 11.924797058105469, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.13716516105075016 }, { "score": 11.891480445861816, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.13267057057145454 }, { "score": 11.787668228149414, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.11958852892148676 }, { "score": 11.583585739135742, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.09751190136878463 }, { "score": 11.199994087219238, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.06644554791937887 }, { "score": 10.018930435180664, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products);", "probability": 0.020395598788668538 }, { "score": 9.541048049926758, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 0.012647211380796455 }, { "score": 9.420877456665039, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.011215156847721485 }, { "score": 9.037285804748535, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.0076421157960025144 }, { "score": 8.95436954498291, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 0.0070340190457813595 }, { "score": 8.906476020812988, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.0067050751019113826 }, { "score": 8.565265655517578, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.004766700527563352 }, { "score": 8.297587394714355, "text": "(b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.0036472596013400883 }, { "score": 7.956377029418945, "text": "(b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0025928709226407222 }, { "score": 7.402228355407715, "text": "(3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any Competing Products (including, without limitation, the SRAM Products).", "probability": 0.0014897630078123786 }, { "score": 7.0006103515625, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products);", "probability": 0.000997003546656702 }, { "score": 6.9744038581848145, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products. This Section 3.2 shall not be construed as superseding, overriding or modifying Section 8.3 of Asset Purchase Agreement. 3.3 No Implied License or Other Assignment Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights.", "probability": 0.000971214969804932 }, { "score": 6.781719207763672, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products", "probability": 0.0008010017913720296 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Exclusivity": [ { "text": "", "score": 12.237077713012695, "probability": 0.8048544616004032 }, { "score": 10.64450454711914, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.1637086464956395 }, { "score": 8.433979034423828, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.01794950951410922 }, { "score": 6.685396671295166, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.003123582019069099 }, { "score": 5.84077262878418, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.001342262178935791 }, { "score": 5.748854637145996, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement", "probability": 0.001224384651109311 }, { "score": 5.734415054321289, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER", "probability": 0.0012068320784210385 }, { "score": 5.696038722991943, "text": "exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0011613957075362355 }, { "score": 5.6039533615112305, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 0.0010592245846652363 }, { "score": 5.482448577880859, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.0009380353284416843 }, { "score": 5.34678840637207, "text": "ferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0008190355097588422 }, { "score": 5.307887077331543, "text": "exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.0007877857100636951 }, { "score": 4.510956764221191, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 0.0003550631987295451 }, { "score": 4.378271102905273, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding", "probability": 0.00031094316208423784 }, { "score": 4.000272750854492, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement", "probability": 0.0002130680897587139 }, { "score": 3.9700798988342285, "text": "3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.00020673110369244952 }, { "score": 3.937532424926758, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding 5\n\n\n\n\n\n acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 0.0002001108491832511 }, { "score": 3.918570041656494, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.", "probability": 0.00019635202136149025 }, { "score": 3.8553714752197266, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 0.00018432684424426037 }, { "score": 3.7028329372406006, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 0.0001582493527930546 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__No-Solicit Of Customers": [ { "text": "", "score": 12.175252914428711, "probability": 0.9998864368811938 }, { "score": 2.7069358825683594, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 7.72525524407598e-05 }, { "score": 0.7442433834075928, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products. This Section 3.2 shall not be construed as superseding, overriding or modifying Section 8.3 of Asset Purchase Agreement. 3.3 No Implied License or Other Assignment Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights.", "probability": 1.0852413062967132e-05 }, { "score": 0.4220339357852936, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 7.863077032174558e-06 }, { "score": -0.290524959564209, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement", "probability": 3.855956572644038e-06 }, { "score": -0.5417211055755615, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 2.9994320929327772e-06 }, { "score": -1.323865294456482, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 1.3720126913438036e-06 }, { "score": -1.4026358127593994, "text": "(c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 1.2680854726660324e-06 }, { "score": -1.4107128381729126, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 1.2578843668308806e-06 }, { "score": -1.5078129768371582, "text": "Subject", "probability": 1.141486199511779e-06 }, { "score": -1.5406585931777954, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products. This Section 3.2 shall not be construed as superseding, overriding or modifying Section 8.3 of Asset Purchase Agreement. 3.3 No Implied License or Other Assignment Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights.", "probability": 1.1046024326690382e-06 }, { "score": -1.5733399391174316, "text": "Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 1.0690860609653932e-06 }, { "score": -1.8026187419891357, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 8.500376230877449e-07 }, { "score": -2.279064178466797, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER", "probability": 5.278621523277183e-07 }, { "score": -2.426722764968872, "text": "All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 4.5540019780376316e-07 }, { "score": -2.5754270553588867, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement", "probability": 3.924747867545937e-07 }, { "score": -2.6883950233459473, "text": "3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 3.505503435220583e-07 }, { "score": -2.745117664337158, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products. This Section 3.2 shall not be construed as superseding, overriding or modifying Section 8.3 of Asset Purchase Agreement.", "probability": 3.3121962951461e-07 }, { "score": -2.799489974975586, "text": "PURCHASER is expressly prohibited from using any SONY Branding alone or on any SRAM Product and/or product packaging. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding 5\n\n\n\n\n\n acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 3.1369129895409807e-07 }, { "score": -2.82662296295166, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 3.0529434902795135e-07 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Competitive Restriction Exception": [ { "score": 12.288211822509766, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.1801015741451299 }, { "text": "", "score": 12.023998260498047, "probability": 0.1382837080933949 }, { "score": 11.945762634277344, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.12787737594397747 }, { "score": 11.58492660522461, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.08914246098747727 }, { "score": 11.574504852294922, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.08821826452209086 }, { "score": 11.419605255126953, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0755590466294176 }, { "score": 11.295182228088379, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.06671910863121003 }, { "score": 10.66469955444336, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.035516903016511676 }, { "score": 10.646772384643555, "text": "PURCHASER is expressly prohibited from using any SONY Branding alone or on any SRAM Product and/or product packaging. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding", "probability": 0.03488585878442681 }, { "score": 10.303863525390625, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.02475859485052653 }, { "score": 10.168444633483887, "text": "PURCHASER is expressly prohibited from using any SONY Branding alone or on any SRAM Product and/or product packaging.", "probability": 0.02162291870893889 }, { "score": 9.811766624450684, "text": "\"Licensed Patents\" shall exclude the Transferred Patents.", "probability": 0.015135996702926318 }, { "score": 9.768097877502441, "text": "PURCHASER is expressly prohibited from using any SONY Branding alone or on any SRAM Product and/or product packaging. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding 5\n\n\n\n\n\n acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.", "probability": 0.014489250758841162 }, { "score": 9.739091873168945, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products);", "probability": 0.014075012233602423 }, { "score": 9.691097259521484, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell,", "probability": 0.013415441973481013 }, { "score": 9.669329643249512, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 0.013126575157520774 }, { "score": 9.600003242492676, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.012247384604488125 }, { "score": 9.564637184143066, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that: (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and (ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way.", "probability": 0.011821812643707012 }, { "score": 9.548407554626465, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding", "probability": 0.01163149755340028 }, { "score": 9.525775909423828, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell,", "probability": 0.011371214058930868 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__No-Solicit Of Employees": [ { "text": "", "score": 12.249931335449219, "probability": 0.9999962769713814 }, { "score": -1.4778733253479004, "text": "(c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 1.0916629481424793e-06 }, { "score": -2.3912193775177, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses", "probability": 4.379529133997358e-07 }, { "score": -2.5028178691864014, "text": "All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 3.9170652914638954e-07 }, { "score": -2.651578426361084, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses 9\n\n\n\n\n\n granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "probability": 3.375630649948462e-07 }, { "score": -2.9342684745788574, "text": "All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment. 10\n\n\n\n\n\n (c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 2.544393008182067e-07 }, { "score": -3.2147696018218994, "text": "Other than the employees, consultants and contractors referred to in this Section 8.8, no other Person has made or currently is making any material contributions to the development of any SRAM Product.", "probability": 1.9220474357443836e-07 }, { "score": -3.2480661869049072, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 1.8591035432892284e-07 }, { "score": -3.43241024017334, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 1.5461227605743432e-07 }, { "score": -3.6397714614868164, "text": "All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment.", "probability": 1.2565742022668472e-07 }, { "score": -3.7036542892456055, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement", "probability": 1.1788109998426275e-07 }, { "score": -3.9732892513275146, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 9.002086953162568e-08 }, { "score": -4.293779373168945, "text": "(d) Other than the employees, consultants and contractors referred to in this Section 8.8, no other Person has made or currently is making any material contributions to the development of any SRAM Product.", "probability": 6.533653701425747e-08 }, { "score": -4.361135959625244, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.", "probability": 6.108063147798714e-08 }, { "score": -4.570930480957031, "text": "granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "probability": 4.952117210910334e-08 }, { "score": -4.760597229003906, "text": "To the Knowledge of SONY, each SRAM Product currently offered for sale by SONY (or its Affiliates, as the case may be) conforms with all SONY datasheet specifications, except with respect to warranty claims made in the ordinary course of business.", "probability": 4.096563520264175e-08 }, { "score": -4.989865779876709, "text": "(c) All", "probability": 3.257239005138559e-08 }, { "score": -5.021669864654541, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 3.155275521836494e-08 }, { "score": -5.033097267150879, "text": "All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices. There are no Liens on any of the Transferred Patents. (For the avoidance of doubt, the Parties acknowledge that SONY's licensees under Portfolio Cross Licenses already hold licenses to the Transferred Patents and do not need a license from PURCHASER to practice the Transferred Patents.) 8.13 No SRAM Product Warranty Issues To the Knowledge of SONY, each SRAM Product currently offered for sale by SONY (or its Affiliates, as the case may be) conforms with all SONY datasheet specifications, except with respect to warranty claims made in the ordinary course of business.", "probability": 3.1194241526130216e-08 }, { "score": -5.033113479614258, "text": "All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices. There are no Liens on any of the Transferred Patents.", "probability": 3.1193735794731435e-08 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Disparagement": [ { "text": "", "score": 11.89044189453125, "probability": 0.9974870055187661 }, { "score": 4.98897123336792, "text": "OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 0.0010037755700420376 }, { "score": 4.325451374053955, "text": "(B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 0.0005169798403020756 }, { "score": 3.6643247604370117, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses 9\n\n\n\n\n\n granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "probability": 0.0002669008567791283 }, { "score": 3.30025053024292, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses", "probability": 0.00018545328850060687 }, { "score": 2.948486804962158, "text": "HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 0.0001304564312731654 }, { "score": 2.751894474029541, "text": "granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "probability": 0.00010717328174416516 }, { "score": 2.162545919418335, "text": "ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 5.944778864159386e-05 }, { "score": 2.088503837585449, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 5.52051553899027e-05 }, { "score": 1.5269352197647095, "text": "AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 3.1484259604460865e-05 }, { "score": 1.4307301044464111, "text": "Except for Office Actions pertaining to", "probability": 2.8596450751519885e-05 }, { "score": 1.376173496246338, "text": "OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES,", "probability": 2.707811947529406e-05 }, { "score": 1.2637767791748047, "text": "ANY KIND OR NATURE SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE OTHER PARTY OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION, USE, SALE, OFFER FOR SALE, OTHER DISPOSITIONS OR IMPORTATION OF ANY APPARATUS OR PRODUCT MADE BY THAT PARTY; OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 2.419943498725529e-05 }, { "score": 0.8608134984970093, "text": "(A) THE PRODUCTION, USE, SALE, OFFER FOR SALE, OTHER DISPOSITIONS OR IMPORTATION OF ANY APPARATUS OR PRODUCT MADE BY THAT PARTY; OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 1.6173369063023146e-05 }, { "score": 0.7126538753509521, "text": "(B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES,", "probability": 1.3946190400924153e-05 }, { "score": 0.6560332775115967, "text": "EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 1.3178487741317024e-05 }, { "score": 0.5793001651763916, "text": "OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE", "probability": 1.2205085037567822e-05 }, { "score": 0.24486935138702393, "text": "PURCHASER agrees that, except as specifically provided in this Section 5, it shall not use any slogans, brands, trade names, monograms, logos, common law trademarks and service marks, trademark and service mark registrations and applications or any World Wide Web addresses, sites and domain names or any variations thereof (\"PURCHASER Branding\") that imitate or are confusingly similar to any SONY Branding, nor shall it use PURCHASER Branding in commerce in a manner that would be confusingly similar to any SONY Branding.", "probability": 8.73573301851581e-06 }, { "score": -0.08421945571899414, "text": "(B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE", "probability": 6.2860509921560175e-06 }, { "score": -0.17874324321746826, "text": "THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 5.719087489534014e-06 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Termination For Convenience": [ { "text": "", "score": 11.794177055358887, "probability": 0.34289931668624696 }, { "score": 11.345776557922363, "text": "Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.2189922561796418 }, { "score": 11.093388557434082, "text": "SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.17014454981625682 }, { "score": 10.749149322509766, "text": "SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination. (c) Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property, PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.12059154015551915 }, { "score": 10.291969299316406, "text": "Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days. (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.07634244775598903 }, { "score": 9.545001983642578, "text": "Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.", "probability": 0.036171148380906196 }, { "score": 9.277360916137695, "text": "Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property, PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.027677525428572554 }, { "score": 6.202634334564209, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement. 7.2 Termination (a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days. (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0012787642039724615 }, { "score": 6.147336006164551, "text": "Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination", "probability": 0.0012099703044410033 }, { "score": 5.933508396148682, "text": "PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0009770359879172053 }, { "score": 5.777266502380371, "text": "(b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0008357099413071248 }, { "score": 5.499553680419922, "text": "such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.000633062257735696 }, { "score": 5.4556660652160645, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement. 7.2 Termination (a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.", "probability": 0.000605879520687326 }, { "score": 5.093529224395752, "text": "Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days. (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination", "probability": 0.00042180550313052724 }, { "score": 4.850088596343994, "text": "PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0003306643083829008 }, { "score": 4.738106727600098, "text": "(a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days. (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0002956338862351705 }, { "score": 4.091283798217773, "text": "Party to that effect on or after the expiration of such period of thirty (30) days. (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.000154825532867451 }, { "score": 4.07904577255249, "text": "Should", "probability": 0.00015294232092450495 }, { "score": 4.024685382843018, "text": "serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days. (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0001448502533383008 }, { "score": 3.991138458251953, "text": "(a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.", "probability": 0.0001400715759282811 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.339227676391602, "probability": 0.9577703080144828 }, { "score": 8.4937744140625, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 0.020473978224021222 }, { "score": 7.7921953201293945, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment.", "probability": 0.010151034596390607 }, { "score": 6.865934371948242, "text": "other Party with notice of the transfer or assignment.", "probability": 0.004020131778403099 }, { "score": 6.279927730560303, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.002237385600077986 }, { "score": 6.089787006378174, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0018499661048521979 }, { "score": 5.5384087562561035, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.0010658675485138828 }, { "score": 5.307151794433594, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment", "probability": 0.0008458037716167217 }, { "score": 4.506248950958252, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 0.00037970116702695637 }, { "score": 4.380890846252441, "text": "other Party with notice of the transfer or assignment", "probability": 0.0003349651297394456 }, { "score": 3.5799880027770996, "text": "other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 0.0001503737095334665 }, { "score": 3.55474591255188, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 0.00014662546852672488 }, { "score": 3.5529699325561523, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.", "probability": 0.00014636529572698546 }, { "score": 3.266172409057617, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 0.00010987111520480086 }, { "score": 2.8919854164123535, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding", "probability": 7.557465731135586e-05 }, { "score": 2.8132269382476807, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 6.985086910491975e-05 }, { "score": 2.369600296020508, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.3 Packaging Except as expressly otherwise agreed by SONY in writing, all inventory of SRAM Products shall be packaged with labels clearly indicating that it is a PURCHASER original product. PURCHASER is expressly prohibited from using any SONY Branding alone or on any SRAM Product and/or product packaging. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding", "probability": 4.482364927967589e-05 }, { "score": 2.3680689334869385, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding 5\n\n\n\n\n\n acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.", "probability": 4.475506055305801e-05 }, { "score": 2.3210179805755615, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 4.2698063605988434e-05 }, { "score": 2.253746271133423, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER", "probability": 3.992017602822679e-05 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Change Of Control": [ { "score": 12.854870796203613, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 0.3854613842130379 }, { "text": "", "score": 12.36478042602539, "probability": 0.23612247851309368 }, { "score": 12.191645622253418, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment.", "probability": 0.19858472661307322 }, { "score": 11.190488815307617, "text": "other Party with notice of the transfer or assignment.", "probability": 0.07297077630706543 }, { "score": 11.112407684326172, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 0.06748989651763632 }, { "score": 9.656145095825195, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides", "probability": 0.01573229045291244 }, { "score": 8.816777229309082, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides", "probability": 0.006796090024681196 }, { "score": 8.254931449890137, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 0.003874829535577183 }, { "score": 8.112738609313965, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 0.0033612362250939262 }, { "score": 7.729069709777832, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment", "probability": 0.002290201788439607 }, { "score": 7.544887542724609, "text": " other Party with notice of the transfer or assignment.", "probability": 0.00190495381435819 }, { "score": 7.4495134353637695, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment.", "probability": 0.0017316654901890906 }, { "score": 7.253774642944336, "text": "other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 0.0014238220838580788 }, { "score": 6.727912425994873, "text": "other Party with notice of the transfer or assignment", "probability": 0.0008415436854815353 }, { "score": 6.3008503913879395, "text": " other Party with notice of the transfer or assignment.", "probability": 0.0005490425216907586 }, { "score": 5.974826812744141, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the ", "probability": 0.0003962923961295707 }, { "score": 5.009304523468018, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 0.0001509019100748796 }, { "score": 4.755704879760742, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment", "probability": 0.00011710024699553923 }, { "score": 4.616193771362305, "text": "Notwithstanding", "probability": 0.00010185184643505594 }, { "score": 4.586943626403809, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14", "probability": 9.891581417614295e-05 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Anti-Assignment": [ { "score": 14.543054580688477, "text": "Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 0.31425809866855287 }, { "score": 13.714122772216797, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party.", "probability": 0.13717847429456087 }, { "score": 13.585287094116211, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 0.12059612249403304 }, { "score": 13.520330429077148, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 0.1130115998457872 }, { "score": 13.092315673828125, "text": "Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 0.07366116388731549 }, { "score": 12.999667167663574, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment.", "probability": 0.0671431700215123 }, { "score": 12.456583023071289, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 0.039007075819433586 }, { "score": 12.391626358032227, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 0.036553845617036534 }, { "text": "", "score": 12.238811492919922, "probability": 0.03137374920838717 }, { "score": 11.925912857055664, "text": "other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 0.02294437698466517 }, { "score": 11.870964050292969, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment.", "probability": 0.021717623812043108 }, { "score": 11.24445915222168, "text": "other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 0.011607125654631322 }, { "score": 10.658838272094727, "text": "other Party with notice of the transfer or assignment.", "probability": 0.00646238412925004 }, { "score": 9.072548866271973, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment", "probability": 0.0013227447107818588 }, { "score": 8.734673500061035, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party", "probability": 0.0009434928785868023 }, { "score": 8.358634948730469, "text": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies.", "probability": 0.0006477794384058581 }, { "score": 8.094846725463867, "text": "Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights.", "probability": 0.0004975828335391078 }, { "score": 7.943844795227051, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment", "probability": 0.00042784462846867774 }, { "score": 7.8310980796813965, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14", "probability": 0.00038222651211799276 }, { "score": 7.4592084884643555, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the ", "probability": 0.0002635185608912699 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Revenue/Profit Sharing": [ { "text": "", "score": 12.158548355102539, "probability": 0.9997987901218232 }, { "score": 3.2618556022644043, "text": "To the Knowledge of SONY, except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the transactions contemplated by this Agreement.", "probability": 0.0001368132113884678 }, { "score": 2.0561134815216064, "text": "Royalties To the Knowledge of SONY, except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the transactions contemplated by this Agreement.", "probability": 4.097140786404726e-05 }, { "score": 0.12992215156555176, "text": "To the Knowledge of SONY, except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the transactions contemplated by this Agreement", "probability": 5.9696191076392655e-06 }, { "score": -0.771886944770813, "text": "Royalties", "probability": 2.422679182440913e-06 }, { "score": -0.8757418990135193, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 2.1836964796915795e-06 }, { "score": -1.075819969177246, "text": "Royalties To the Knowledge of SONY, except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the transactions contemplated by this Agreement", "probability": 1.7877198902789195e-06 }, { "score": -1.2904033660888672, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 1.4424709876486592e-06 }, { "score": -1.3532600402832031, "text": "Transferred Patents (excluding applications).", "probability": 1.354592854038226e-06 }, { "score": -1.5650891065597534, "text": "GSI Technology, Inc.,", "probability": 1.0960051267191936e-06 }, { "score": -1.5877702236175537, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 1.0714262974670163e-06 }, { "score": -1.6277384757995605, "text": "8.10 Royalties To the Knowledge of SONY, except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the transactions contemplated by this Agreement.", "probability": 1.0294477536375038e-06 }, { "score": -1.738790512084961, "text": "except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the transactions contemplated by this Agreement.", "probability": 9.212447453263741e-07 }, { "score": -1.8735897541046143, "text": "PURCHASER will not be obligated under any contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the transactions contemplated by this Agreement.", "probability": 8.050678001136903e-07 }, { "score": -1.971961498260498, "text": ", except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the transactions contemplated by this Agreement.", "probability": 7.296425476454308e-07 }, { "score": -2.1383309364318848, "text": "To", "probability": 6.178126865321102e-07 }, { "score": -2.2003655433654785, "text": "Transfer Taxes 17 9.14 Attorneys' Fees 17\n\n\n\n\n\n INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement is made and entered into as of August 28, 2009 by and between GSI Technology, Inc.,", "probability": 5.806514763991634e-07 }, { "score": -2.2934651374816895, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.", "probability": 5.290331600184333e-07 }, { "score": -2.441279888153076, "text": "To the Knowledge of SONY, except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the transactions contemplated by this Agreement. 11\n\n\n\n\n\n 8.11 No Loss of Rights The consummation by SONY of the transactions contemplated hereby will not result in any violation, loss or impairment of ownership by SONY or any SONY Affiliate of, or impair or restrict the right of PURCHASER to use, any Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets, and will not require the consent of any governmental authority or third party with respect to any of Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets.", "probability": 4.563391867342894e-07 }, { "score": -2.505837917327881, "text": "Material Intellectual Property Agreements 11 8.10 Royalties", "probability": 4.278096417555712e-07 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Price Restrictions": [ { "text": "", "score": 12.105913162231445, "probability": 0.9999310029173507 }, { "score": 1.0639857053756714, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding", "probability": 1.6014812923220566e-05 }, { "score": 0.7747079133987427, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses 9\n\n\n\n\n\n granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "probability": 1.1991958614099078e-05 }, { "score": 0.2906538248062134, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses", "probability": 7.390402663365992e-06 }, { "score": 0.04265761375427246, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding 5\n\n\n\n\n\n acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.", "probability": 5.767196054751021e-06 }, { "score": -0.02436971664428711, "text": "Consideration for the license granted by SONY under this IP Agreement is included in the Purchase Price, and PURCHASER shall have no obligation to make any additional payments to SONY for the license granted under this Agreement.", "probability": 5.393306672336349e-06 }, { "score": -0.06425845623016357, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.", "probability": 5.182408657748925e-06 }, { "score": -0.15642225742340088, "text": "granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "probability": 4.726127415063451e-06 }, { "score": -0.48539865016937256, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 3.401204882667244e-06 }, { "score": -1.2985440492630005, "text": "Restrictions on Use of SONY Trademarks", "probability": 1.5083017469362456e-06 }, { "score": -1.412153720855713, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that: (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and (ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way.", "probability": 1.3463196378283602e-06 }, { "score": -1.667930245399475, "text": "Restrictions on Use of SONY Trademarks 5 5.1 No Trademark License 5 5.2 Removal of SONY Trademarks", "probability": 1.0424754767055464e-06 }, { "score": -1.7180424928665161, "text": "Payment Consideration for the license granted by SONY under this IP Agreement is included in the Purchase Price, and PURCHASER shall have no obligation to make any additional payments to SONY for the license granted under this Agreement.", "probability": 9.9152204567801e-07 }, { "score": -1.9233006238937378, "text": "PURCHASER is expressly prohibited from using any SONY Branding alone or on any SRAM Product and/or product packaging. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding", "probability": 8.075322976269352e-07 }, { "score": -2.117544651031494, "text": "Transferred Patents (excluding applications).", "probability": 6.649680698370249e-07 }, { "score": -2.1947946548461914, "text": "Consideration for the license granted by SONY under this IP Agreement is included in the Purchase Price, and PURCHASER shall have no obligation to make any additional payments to SONY for the license granted under this Agreement", "probability": 6.155332839277365e-07 }, { "score": -2.2657718658447266, "text": "Restrictions on Use of SONY Trademarks 5 5.1 No Trademark License 5 5.2 Removal of SONY Trademarks 5 5.3 Packaging", "probability": 5.733588634419361e-07 }, { "score": -2.3239188194274902, "text": "Consideration for the license granted by SONY under this IP Agreement is included in the Purchase Price,", "probability": 5.409705579462338e-07 }, { "score": -2.364462375640869, "text": "Consideration for the license granted by SONY under this IP Agreement is included in the Purchase Price", "probability": 5.194763576107755e-07 }, { "score": -2.3649821281433105, "text": "Except for Office Actions pertaining to", "probability": 5.192064286281568e-07 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Minimum Commitment": [ { "text": "", "score": 12.243017196655273, "probability": 0.9999973285762451 }, { "score": -2.162172317504883, "text": "Minimized line skew generator. United States 11/410,352 2007-0096790 Not yet patented Chuang, Patrick; & Kim, Jae-Hyeong; & Lu, Chungji (Jay) 30-Oct-06 Performing Read and Write Operations in the Same Cycle for an SRAM Device.", "probability": 5.545037953262275e-07 }, { "score": -2.361987829208374, "text": "Performing Read and Write Operations in the Same Cycle for an SRAM Device.", "probability": 4.540730733729136e-07 }, { "score": -2.619295120239258, "text": "Not yet patented Chuang, Patrick; & Kim, Jae-Hyeong; & Lu, Chungji (Jay) 30-Oct-06 Performing Read and Write Operations in the Same Cycle for an SRAM Device.", "probability": 3.5105778818726474e-07 }, { "score": -3.084733247756958, "text": "Minimized line skew generator.", "probability": 2.2041512961898415e-07 }, { "score": -3.629380941390991, "text": "SRAM Device.", "probability": 1.2785093659873064e-07 }, { "score": -3.756467580795288, "text": "DYNAMIC DUAL CONTROL ON-DIE TERMINATION.", "probability": 1.1259286953384681e-07 }, { "score": -3.7890512943267822, "text": "Test semiconductor device in full frequency with half frequency tester United States 11/414,612 2007-0266286 7516385 Chen, Suzanne; & Kim, Jae-Hyeong; & Tseng, Chih-Chiang 24-Apr-06 Minimized line skew generator. United States 11/410,352 2007-0096790 Not yet patented Chuang, Patrick; & Kim, Jae-Hyeong; & Lu, Chungji (Jay) 30-Oct-06 Performing Read and Write Operations in the Same Cycle for an SRAM Device.", "probability": 1.0898330164075107e-07 }, { "score": -3.863054037094116, "text": "DYNAMIC DUAL CONTROL ON-DIE TERMINATION. United States 12/078,782 2008-0272800 Not yet patented Chuang, Patrick; & Haig, Robert\n\n 24-Mar-08 An efficient method for implementing programmable impedance output drivers and", "probability": 1.0120942974083375e-07 }, { "score": -3.881972074508667, "text": "Minimized line skew generator. United States 11/410,352 2007-0096790 Not yet", "probability": 9.931274332170434e-08 }, { "score": -4.278655529022217, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 6.679247602493391e-08 }, { "score": -4.339095115661621, "text": "Not yet", "probability": 6.28751398833421e-08 }, { "score": -4.344740390777588, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 6.252119242613135e-08 }, { "score": -4.375618934631348, "text": "(c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 6.062013109712409e-08 }, { "score": -4.397791385650635, "text": "Minimized line skew generator. United States 11/410,352 2007-0096790 Not yet patented", "probability": 5.92908256482823e-08 }, { "score": -4.564736366271973, "text": "Minimized line skew generator", "probability": 5.017463412069017e-08 }, { "score": -4.608395576477051, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 4.8031180433888306e-08 }, { "score": -4.652862548828125, "text": "Minimized line skew generator. United States 11/410,352 2007-0096790 Not yet patented Chuang, Patrick; & Kim, Jae-Hyeong; & Lu, Chungji (Jay) 30-Oct-06 Performing Read and Write Operations in the Same Cycle for an SRAM Device", "probability": 4.594216946549512e-08 }, { "score": -4.711612224578857, "text": "Test semiconductor device in full frequency with half frequency tester United States 11/414,612 2007-0266286 7516385 Chen, Suzanne; & Kim, Jae-Hyeong; & Tseng, Chih-Chiang 24-Apr-06 Minimized line skew generator.", "probability": 4.3320837043718605e-08 }, { "score": -4.746008396148682, "text": "Same Cycle for an SRAM Device.", "probability": 4.185610116106824e-08 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Volume Restriction": [ { "text": "", "score": 12.183626174926758, "probability": 0.9999239060815472 }, { "score": 1.6811299324035645, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 2.7465707283193502e-05 }, { "score": 0.4187670052051544, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 7.772371198913695e-06 }, { "score": 0.35790693759918213, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 7.3134507691791915e-06 }, { "score": 0.27737414836883545, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that: (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and (ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way.", "probability": 6.747569963048469e-06 }, { "score": -0.24251943826675415, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 4.011995899165709e-06 }, { "score": -0.462056428194046, "text": "Programmable impedance control circuit calibrated at Voh Vol level", "probability": 3.2211932261149627e-06 }, { "score": -0.5357258319854736, "text": "Transferred Patents (excluding applications).", "probability": 2.9924200887135054e-06 }, { "score": -0.640771746635437, "text": "Voh Vol level", "probability": 2.6940254896714316e-06 }, { "score": -0.6540201902389526, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 2.658569233618479e-06 }, { "score": -1.042814016342163, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 1.8021750019703725e-06 }, { "score": -1.312262773513794, "text": "The consummation by SONY of the transactions contemplated hereby will not result in any violation, loss or impairment of ownership by SONY or any SONY Affiliate of, or impair or restrict the right of PURCHASER to use, any Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets, and will not require the consent of any governmental authority or third party with respect to any of Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets.", "probability": 1.376502019477647e-06 }, { "score": -1.3153066635131836, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 1.372318469110124e-06 }, { "score": -1.3903589248657227, "text": "Dynamic sense amplifier for SRAM. Japan 2006-294706 Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong 17-May-06\n\n\n\nProgrammable impedance control circuit calibrated at Voh Vol level", "probability": 1.2730929855853572e-06 }, { "score": -1.4668188095092773, "text": "Restrictions on Use of SONY Trademarks", "probability": 1.1793807076861849e-06 }, { "score": -1.5831859111785889, "text": "Restrictions on Use of SONY Trademarks 5 5.1 No Trademark License 5 5.2 Removal of SONY Trademarks", "probability": 1.0498238361991395e-06 }, { "score": -1.6010873317718506, "text": "Restrictions on Use of SONY Trademarks 5 5.1 No Trademark License", "probability": 1.0311977126040636e-06 }, { "score": -1.6998988389968872, "text": "Dynamic sense amplifier for SRAM. United States 11/417,805 2007-0097765 7313040 Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong 30-Oct-06 Dynamic sense amplifier for SRAM. Japan 2006-294706 Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong 17-May-06\n\n\n\nProgrammable impedance control circuit calibrated at Voh Vol level", "probability": 9.341758775307827e-07 }, { "score": -2.087852954864502, "text": "5. Restrictions on Use of SONY Trademarks", "probability": 6.337855261282826e-07 }, { "score": -2.2042200565338135, "text": "5. Restrictions on Use of SONY Trademarks 5 5.1 No Trademark License 5 5.2 Removal of SONY Trademarks", "probability": 5.641631646432922e-07 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Ip Ownership Assignment": [ { "score": 12.702367782592773, "text": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies.", "probability": 0.3527711306523941 }, { "text": "", "score": 12.267818450927734, "probability": 0.22843921556264077 }, { "score": 12.044445991516113, "text": "All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment.", "probability": 0.18270954396876746 }, { "score": 11.395092010498047, "text": "All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment.", "probability": 0.0954443847749931 }, { "score": 10.634977340698242, "text": "All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment. 10\n\n\n\n\n\n (c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 0.044631016282736316 }, { "score": 10.324753761291504, "text": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies", "probability": 0.03272716510757101 }, { "score": 10.047552108764648, "text": "All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 0.02480397239941686 }, { "score": 9.617535591125488, "text": "The term \"Licensed Patent\" or \"Licensed Patents\" means any patent or patents issued at any time in any country (including any inventor's certificates, extension, reissued, renewal and reexamined patents), which (1) is based on any invention made on or prior to the Effective Date, including any patents for inventions disclosed in patent applications filed on or prior to the Effective Date, and issuing from any of those patent applications or any patent applications which are continuations, continuing applications, continuations-in-part or divisions of those patent applications, or on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under which SONY or its Affiliates have the right to grant licenses without payment by SONY or any of its Affiliates of additional royalties or other consideration to a third party (excluding payments for inventions made by that third party while employed by SONY or any of its Affiliates), and (3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any Competing Products (including, without limitation, the SRAM Products).", "probability": 0.01613494311771742 }, { "score": 8.020103454589844, "text": "All of the Transferred Patents are owned solely by SONY.", "probability": 0.003265964626200012 }, { "score": 7.952813148498535, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 0.0030534278887621516 }, { "score": 7.938268184661865, "text": "All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment. 10\n\n\n\n\n\n (c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate", "probability": 0.003009337315736589 }, { "score": 7.806461811065674, "text": "All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment", "probability": 0.002637716339888889 }, { "score": 7.759261131286621, "text": "All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment", "probability": 0.0025161069358540403 }, { "score": 7.3508429527282715, "text": "All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate", "probability": 0.0016724584366889798 }, { "score": 7.174389839172363, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.", "probability": 0.001401918349245873 }, { "score": 7.091947555541992, "text": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies. SONY retains the right to sue and collect damages for any past infringement of the Transferred Patents, provided that SONY obtains PURCHASER's written consent prior to making any infringement claim or allegation or filing any action, suit, litigation or proceeding that could affect the Transferred Patents or PURCHASER's ability to use and exploit the Transferred Patents or that may result in PURCHASER being joined as a party to the action, suit, litigation or proceeding.", "probability": 0.0012909769592800977 }, { "score": 7.027414798736572, "text": "SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies.", "probability": 0.0012102978758639425 }, { "score": 6.723567008972168, "text": "(c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 0.0008931673782194375 }, { "score": 6.7133283615112305, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment.", "probability": 0.0008840692082674609 }, { "score": 6.149754524230957, "text": "Assignment SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies.", "probability": 0.000503186819755365 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Joint Ip Ownership": [ { "score": 12.482275009155273, "text": "No Transferred Patent is jointly owned by SONY and any other Person, nor is it owned or jointly owned by any SONY Affiliate.", "probability": 0.4947539640168472 }, { "text": "", "score": 12.226110458374023, "probability": 0.38294678839376217 }, { "score": 10.505691528320312, "text": "All of the Transferred Patents are owned solely by SONY. No Transferred Patent is jointly owned by SONY and any other Person, nor is it owned or jointly owned by any SONY Affiliate.", "probability": 0.06854408505984763 }, { "score": 9.62247371673584, "text": "All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment.", "probability": 0.028339576884974748 }, { "score": 8.41209602355957, "text": "All of the Transferred Patents are owned solely by SONY.", "probability": 0.008447593526253334 }, { "score": 7.554974555969238, "text": "No Transferred Patent is jointly owned by SONY and any other Person, nor is it owned or jointly owned by any SONY Affiliate", "probability": 0.0035850059847120333 }, { "score": 7.304154396057129, "text": "Effective Date, including any patents for inventions disclosed in patent applications filed on or prior to the Effective Date, and issuing from any of those patent applications or any patent applications which are continuations, continuing applications, continuations-in-part or divisions of those patent applications, or on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under which SONY or its Affiliates have the right to grant licenses without payment by SONY or any of its Affiliates of additional royalties or other consideration to a third party (excluding payments for inventions made by that third party while employed by SONY or any of its Affiliates), and (3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any Competing Products (including, without limitation, the SRAM Products).", "probability": 0.002789716516031705 }, { "score": 7.216346263885498, "text": "No Transferred Patent is jointly owned by SONY and any other Person,", "probability": 0.0025552034568393596 }, { "score": 7.206483840942383, "text": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies.", "probability": 0.0025301268210973773 }, { "score": 6.708504676818848, "text": "All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment", "probability": 0.0015377037992554885 }, { "score": 6.099672317504883, "text": "All of the Transferred Patents are owned solely by SONY", "probability": 0.0008364888441062226 }, { "score": 5.5783915519714355, "text": "All of the Transferred Patents are owned solely by SONY. No Transferred Patent is jointly owned by SONY and any other Person, nor is it owned or jointly owned by any SONY Affiliate", "probability": 0.0004966732764196209 }, { "score": 5.506939888000488, "text": "No Transferred Patent is jointly owned by SONY and any other Person", "probability": 0.00046242332269448366 }, { "score": 5.466747760772705, "text": "Each Party's Sole Right to the Intellectual Property", "probability": 0.00044420609257846887 }, { "score": 5.381166458129883, "text": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies", "probability": 0.00040777164519530145 }, { "score": 5.239763259887695, "text": "All of the Transferred Patents are owned solely by SONY. No Transferred Patent is jointly owned by SONY and any other Person,", "probability": 0.00035400255347944334 }, { "score": 5.010149955749512, "text": "SONY has the right and power to enter into this IP Agreement and to transfer the Transferred Patents and to grant the license set forth in Section 3.1. 8.2 Essential Patents The Transferred Patents listed on Exhibit A comprise the Patents, both U.S. and foreign, owned or claimed by SONY or any SONY Affiliate, that are essential to the conduct of the Business as conducted by SONY. 8.3 Ownership All of the Transferred Patents are owned solely by SONY. No Transferred Patent is jointly owned by SONY and any other Person, nor is it owned or jointly owned by any SONY Affiliate.", "probability": 0.0002813757098991724 }, { "score": 4.950750350952148, "text": "No", "probability": 0.00026514881048881695 }, { "score": 4.781891345977783, "text": "Each Party's Sole Right to the Intellectual Property", "probability": 0.0002239521050868857 }, { "score": 4.659701347351074, "text": "Ownership All of the Transferred Patents are owned solely by SONY. No Transferred Patent is jointly owned by SONY and any other Person, nor is it owned or jointly owned by any SONY Affiliate.", "probability": 0.0001981931804307191 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__License Grant": [ { "score": 12.813028335571289, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.2871534140567805 }, { "score": 12.680732727050781, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.2515699314070043 }, { "score": 12.143747329711914, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.1470445512859085 }, { "score": 11.943153381347656, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.12031841205944722 }, { "text": "", "score": 11.780835151672363, "probability": 0.10229117801177065 }, { "score": 10.421119689941406, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.02626160459251305 }, { "score": 9.76950740814209, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.013687673581704224 }, { "score": 9.6351957321167, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0119673727975768 }, { "score": 9.031928062438965, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.0065464069609904325 }, { "score": 8.822487831115723, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 0.005309385546341261 }, { "score": 8.785916328430176, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products);", "probability": 0.0051187210327352925 }, { "score": 8.516256332397461, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of", "probability": 0.003908855474078098 }, { "score": 8.343226432800293, "text": "(b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.0032877870652599428 }, { "score": 8.210929870605469, "text": "(b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0028803682533723976 }, { "score": 8.060630798339844, "text": "(b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.002478414594800129 }, { "score": 8.047846794128418, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.0024469321965036148 }, { "score": 7.961129188537598, "text": "No license granted by either party under this IP Agreement includes the right to grant sublicenses.", "probability": 0.0022436802123956346 }, { "score": 7.915550231933594, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.002143711158011554 }, { "score": 7.733287811279297, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 0.001786531610468685 }, { "score": 7.594531059265137, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding", "probability": 0.001555068102337611 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Transferable License": [ { "text": "", "score": 12.084911346435547, "probability": 0.3695138978095096 }, { "score": 11.8165283203125, "text": "All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices.", "probability": 0.28253581633386876 }, { "score": 11.397400856018066, "text": "Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights.", "probability": 0.18580130717424445 }, { "score": 9.737625122070312, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0353359948231512 }, { "score": 9.722708702087402, "text": "All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices", "probability": 0.034812819932532005 }, { "score": 8.996576309204102, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.016841621872994192 }, { "score": 8.619545936584473, "text": "Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights", "probability": 0.011551588295839894 }, { "score": 8.61319351196289, "text": "Transferability All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices.", "probability": 0.011478440281534706 }, { "score": 8.600679397583008, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 0.011335692808934745 }, { "score": 8.148615837097168, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.007213056905716541 }, { "score": 8.145035743713379, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0071872796584201305 }, { "score": 8.137955665588379, "text": "SONY has the right and power to enter into this IP Agreement and to transfer the Transferred Patents and to grant the license set forth in Section 3.1.", "probability": 0.007136572872751177 }, { "score": 7.766475200653076, "text": "Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights. 3.4 No Sublicense Rights No license granted by either party under this IP Agreement includes the right to grant sublicenses.", "probability": 0.004922183369594996 }, { "score": 7.403987407684326, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.0034255581207593253 }, { "score": 7.168946266174316, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 0.0027080349790412437 }, { "score": 6.989155292510986, "text": "All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices. There are no Liens on any of the Transferred Patents.", "probability": 0.0022624138041011425 }, { "score": 6.715825080871582, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.0017213383291244295 }, { "score": 6.598019123077393, "text": "SONY has the right and power to enter into this IP Agreement and to transfer the Transferred Patents and to grant the license set forth in Section 3.1.", "probability": 0.0015300434425086682 }, { "score": 6.519373893737793, "text": "Transferability All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices", "probability": 0.0014143228982876686 }, { "score": 6.413326263427734, "text": "\"Licensed Patents\" shall exclude the Transferred Patents.", "probability": 0.0012720162870850534 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Affiliate License-Licensor": [ { "score": 13.041363716125488, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.3458377355399332 }, { "score": 12.79610824584961, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.270619621001406 }, { "text": "", "score": 12.137556076049805, "probability": 0.14007276709634062 }, { "score": 11.510321617126465, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.07480820665706032 }, { "score": 11.4984712600708, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.07392693470426372 }, { "score": 10.257929801940918, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.021381707749655546 }, { "score": 10.012674331665039, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.01673128479904263 }, { "score": 9.44167709350586, "text": "The Transferred Patents listed on Exhibit A comprise the Patents, both U.S. and foreign, owned or claimed by SONY or any SONY Affiliate, that are essential to the conduct of the Business as conducted by SONY.", "probability": 0.009452536044580335 }, { "score": 9.396187782287598, "text": "The Transferred Patents listed on Exhibit A comprise the Patents, both U.S. and foreign, owned or claimed by SONY or any SONY Affiliate, that are essential to the conduct of the Business as conducted by SONY.", "probability": 0.009032180027099445 }, { "score": 9.044358253479004, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.006353235622507997 }, { "score": 8.953448295593262, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.00580113896816782 }, { "score": 8.864540100097656, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products);", "probability": 0.005307633549020209 }, { "score": 8.482508659362793, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 0.0036223197512479854 }, { "score": 8.45569896697998, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products. This Section 3.2 shall not be construed as superseding, overriding or modifying Section 8.3 of Asset Purchase Agreement. 3.3 No Implied License or Other Assignment Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights. 3.4 No Sublicense Rights No license granted by either party under this IP Agreement includes the right to grant sublicenses.", "probability": 0.003526496705602433 }, { "score": 8.23183536529541, "text": "To the Knowledge of SONY, SONY and each of SONY's Affiliates owns, or has valid rights to use, all the SRAM Intellectual Property material to the conduct of the Business, including, without limitation, the design, development, manufacture, marketing, use, distribution, import, supply, provision and sale of SRAM Products.", "probability": 0.0028191666914559603 }, { "score": 8.142504692077637, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that: (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and (ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way.", "probability": 0.0025782494698240142 }, { "score": 8.108957290649414, "text": "No license granted by either party under this IP Agreement includes the right to grant sublicenses.", "probability": 0.002493190628575434 }, { "score": 7.891208171844482, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of", "probability": 0.0020053410546182673 }, { "score": 7.817702293395996, "text": "PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services.", "probability": 0.0018632239055875772 }, { "score": 7.7646942138671875, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding", "probability": 0.0017670300340107224 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Affiliate License-Licensee": [ { "score": 12.623485565185547, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.35889086530715963 }, { "text": "", "score": 12.243575096130371, "probability": 0.24545358761028238 }, { "score": 12.227303504943848, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.24149198537077476 }, { "score": 11.160514831542969, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.08310024185535245 }, { "score": 9.968847274780273, "text": "All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 0.025238738481678496 }, { "score": 9.254354476928711, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.01235285558317649 }, { "score": 8.7482328414917, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.007446660093097311 }, { "score": 8.49093246459961, "text": "No license granted by either party under this IP Agreement includes the right to grant sublicenses.", "probability": 0.005757280600908325 }, { "score": 8.35205078125, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.005010739765483557 }, { "score": 8.145384788513184, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.004075190806349853 }, { "score": 7.553712844848633, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products);", "probability": 0.0022552157069779598 }, { "score": 7.078596591949463, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.0014023219138103657 }, { "score": 7.078535556793213, "text": "The term \"Licensed Patent\" or \"Licensed Patents\" means any patent or patents issued at any time in any country (including any inventor's certificates, extension, reissued, renewal and reexamined patents), which (1) is based on any invention made on or prior to the Effective Date, including any patents for inventions disclosed in patent applications filed on or prior to the Effective Date, and issuing from any of those patent applications or any patent applications which are continuations, continuing applications, continuations-in-part or divisions of those patent applications, or on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under which SONY or its Affiliates have the right to grant licenses without payment by SONY or any of its Affiliates of additional royalties or other consideration to a third party (excluding payments for inventions made by that third party while employed by SONY or any of its Affiliates), and (3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any Competing Products (including, without limitation, the SRAM Products).", "probability": 0.0014022363254852185 }, { "score": 6.895774841308594, "text": "3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.001168017213678852 }, { "score": 6.808849334716797, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses", "probability": 0.001070774389747433 }, { "score": 6.768460273742676, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of", "probability": 0.0010283885416934207 }, { "score": 6.583033561706543, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.0008543334902917276 }, { "score": 6.482362270355225, "text": "(c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 0.0007725141533285317 }, { "score": 6.431347846984863, "text": "(b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.0007340931344190047 }, { "score": 6.035165786743164, "text": "(b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0004939596563043642 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.837725639343262, "probability": 0.6155603061777489 }, { "score": 10.472301483154297, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.15713554295304527 }, { "score": 9.962823867797852, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.0944085034908899 }, { "score": 9.578585624694824, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.06428928041830936 }, { "score": 9.33035659790039, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.05015729054158987 }, { "score": 7.389890670776367, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.007204443233337527 }, { "score": 6.886877536773682, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 0.00435656898456409 }, { "score": 6.377399921417236, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 0.002617467381714041 }, { "score": 5.081709861755371, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement", "probability": 0.0007164241797679413 }, { "score": 4.788996696472168, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products);", "probability": 0.0005346216262898324 }, { "score": 4.655638694763184, "text": "3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.00046787504125257663 }, { "score": 4.572232246398926, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement", "probability": 0.0004304343460778352 }, { "score": 4.332135200500488, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license", "probability": 0.0003385587916483696 }, { "score": 4.271399974822998, "text": "3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.00031860832735018717 }, { "score": 4.239222526550293, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.00030851951103196993 }, { "score": 4.184422492980957, "text": "and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.0002920675329086985 }, { "score": 3.9631569385528564, "text": "(b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.00023409324015283877 }, { "score": 3.8852174282073975, "text": "(b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 0.0002165410177308924 }, { "score": 3.8636326789855957, "text": "3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.0002119171165626171 }, { "score": 3.810424327850342, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER", "probability": 0.00020093608802717314 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.170174598693848, "probability": 0.984328441551552 }, { "score": 7.686545372009277, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.011115387356977646 }, { "score": 6.287403106689453, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.002743372852428506 }, { "score": 4.919563293457031, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 0.0006986176502098593 }, { "score": 4.49176025390625, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.00045545665710065576 }, { "score": 3.520421028137207, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 0.00017242482283894516 }, { "score": 3.277796745300293, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 0.0001352786937997488 }, { "score": 2.931466817855835, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 9.567979250530479e-05 }, { "score": 2.3086795806884766, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER", "probability": 5.132715166587043e-05 }, { "score": 2.0352632999420166, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products", "probability": 3.9048466433857964e-05 }, { "score": 1.965600848197937, "text": "ferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 3.642084049628225e-05 }, { "score": 1.7101199626922607, "text": "3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "probability": 2.8209541348358573e-05 }, { "score": 1.5077579021453857, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement", "probability": 2.3041529216237302e-05 }, { "score": 1.0284451246261597, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license", "probability": 1.4267517191059801e-05 }, { "score": 1.022529125213623, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products);", "probability": 1.418335975087487e-05 }, { "score": 0.8006715774536133, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject", "probability": 1.136128906816862e-05 }, { "score": 0.7504658699035645, "text": "Trans", "probability": 1.0804969569456763e-05 }, { "score": 0.5879802703857422, "text": "3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 9.184530249145895e-06 }, { "score": 0.5664583444595337, "text": "ferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 8.988973397818007e-06 }, { "score": 0.5108145475387573, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3\n\n\n\n\n\n Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products", "probability": 8.502454200147298e-06 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Source Code Escrow": [ { "text": "", "score": 12.330760955810547, "probability": 0.9999886329298235 }, { "score": 0.263444185256958, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 5.744152726546583e-06 }, { "score": -1.4001132249832153, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 1.0883088852612114e-06 }, { "score": -1.5501384735107422, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.", "probability": 9.366924879539537e-07 }, { "score": -1.87165105342865, "text": "other Party with notice of the transfer or assignment.", "probability": 6.791503017490828e-07 }, { "score": -2.2339653968811035, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 4.727317567316224e-07 }, { "score": -2.4500794410705566, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment.", "probability": 3.8085322814083276e-07 }, { "score": -2.737156629562378, "text": "other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 2.8581275237838817e-07 }, { "score": -2.8882200717926025, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 2.457398466015353e-07 }, { "score": -3.041156530380249, "text": "programmable input on die termination on a bi- directional data bus", "probability": 2.1089006602907041e-07 }, { "score": -3.294339179992676, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding 5\n\n\n\n\n\n acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 1.637194568408429e-07 }, { "score": -3.315585136413574, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 1.6027777081234175e-07 }, { "score": -3.322782039642334, "text": "(c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 1.5912840809318862e-07 }, { "score": -3.493767499923706, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 1.34118805328651e-07 }, { "score": -3.5626049041748047, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 1.251970141608715e-07 }, { "score": -3.572420835494995, "text": "or to such other address or addresses as any such Party may from time to time designate as to itself by like notice.", "probability": 1.239741007048387e-07 }, { "score": -3.641007423400879, "text": "or to such other address or addresses as any such Party may from time to time designate as to itself by like notice. 9.2 Expenses Except as otherwise expressly provided herein, each Party shall pay any expenses incurred by it incident to this IP Agreement, and in preparing to consummate and consummating the transactions provided for herein. 9.3 Successors and Assigns This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 1.1575618094114163e-07 }, { "score": -3.648387908935547, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 1.1490498909053673e-07 }, { "score": -3.650179624557495, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that: (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and (ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way.", "probability": 1.1469929635301599e-07 }, { "score": -3.683304786682129, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 1.1096210285754727e-07 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Post-Termination Services": [ { "text": "", "score": 12.382855415344238, "probability": 0.9957399619695739 }, { "score": 6.392531394958496, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 0.0024921906947018907 }, { "score": 5.036847114562988, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment.", "probability": 0.0006424141051422295 }, { "score": 4.396291732788086, "text": "Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.", "probability": 0.0003385520128994032 }, { "score": 3.9063732624053955, "text": "other Party with notice of the transfer or assignment.", "probability": 0.00020742280931934325 }, { "score": 3.719071388244629, "text": "programmable input on die termination on a bi- directional data bus", "probability": 0.00017199362170567685 }, { "score": 3.1984639167785645, "text": "programmable input on die termination on a bi- directional data bus & Tseng, Chih", "probability": 0.0001021916448562371 }, { "score": 2.895888090133667, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 7.551067937355101e-05 }, { "score": 2.416551113128662, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 4.6755744159247795e-05 }, { "score": 2.167694091796875, "text": "All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices.", "probability": 3.6455053709671546e-05 }, { "score": 2.1017255783081055, "text": "programmable input on die termination on a bi- directional data bus & Tseng, Chih\n\n 9-Mar-09\n\n\n\nProgrammable input/output structures and method for implementing a bi-directional data busses.\n\nChina\n\n\n\n200910127224.8\n\n\n\n\n\n\n\n\n\n\n\nChuang, Patrick; & Haig, Robert; & Kwon, Kookhwan; & Tseng, Chih", "probability": 3.4127775484701316e-05 }, { "score": 1.6034266948699951, "text": "All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices.", "probability": 2.0734784480417616e-05 }, { "score": 1.3642115592956543, "text": "programmable input on die termination on a bi- directional data bus & Tseng, Chih\n\n 9-Mar-09\n\n\n\nProgrammable input/output structures and method for implementing a bi-directional data busses.", "probability": 1.632336576822452e-05 }, { "score": 1.3416389226913452, "text": "mable input on die termination on a bi- directional data bus", "probability": 1.5959031823059634e-05 }, { "score": 1.2860774993896484, "text": "other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "probability": 1.509650868486719e-05 }, { "score": 0.9788830280303955, "text": "Should", "probability": 1.1103596144211685e-05 }, { "score": 0.8210315704345703, "text": "mable input on die termination on a bi- directional data bus & Tseng, Chih", "probability": 9.482211552695565e-06 }, { "score": 0.7328625917434692, "text": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "probability": 8.681971172688991e-06 }, { "score": 0.6302750110626221, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 7.835471211299042e-06 }, { "score": 0.5466595888137817, "text": "All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices. There are no Liens on any of the Transferred Patents.", "probability": 7.206948236961885e-06 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Audit Rights": [ { "text": "", "score": 12.304794311523438, "probability": 0.5603616913835078 }, { "score": 10.723655700683594, "text": "PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement;", "probability": 0.115289210107792 }, { "score": 10.404680252075195, "text": "(ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way.", "probability": 0.0838029653803588 }, { "score": 9.989814758300781, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that: (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and (ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way.", "probability": 0.055345917553013095 }, { "score": 9.725944519042969, "text": "(ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement;", "probability": 0.042509715943156015 }, { "score": 9.653786659240723, "text": "PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and", "probability": 0.039550360152414615 }, { "score": 9.250593185424805, "text": "PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way.", "probability": 0.026426870820283964 }, { "score": 8.704425811767578, "text": "(ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement;", "probability": 0.015305526203476898 }, { "score": 8.656075477600098, "text": "(ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and", "probability": 0.014583104298804028 }, { "score": 8.289560317993164, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that: (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; 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and", "probability": 0.006769166754132071 }, { "score": 7.473724365234375, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that: (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and (ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and", "probability": 0.004470554751569662 }, { "score": 7.074054718017578, "text": "PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way.", "probability": 0.0029976925994149015 }, { "score": 6.448478698730469, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that", "probability": 0.0016036252378662313 }, { "score": 6.281803131103516, "text": "(ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way", "probability": 0.0013574273749661996 }, { "score": 5.866937637329102, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that: (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and (ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way", "probability": 0.0008964845484655166 }, { "score": 5.507932186126709, "text": "PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement", "probability": 0.0006260784021419277 }, { "score": 5.373800277709961, "text": "PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement;", "probability": 0.0005474897269096745 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Uncapped Liability": [ { "text": "", "score": 12.401111602783203, "probability": 0.6147172499136138 }, { "score": 11.205225944519043, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE", "probability": 0.1859126142739997 }, { "score": 10.419906616210938, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE 12\n\n\n\n\n\n OTHER PARTY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE OTHER PARTY OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION, USE, SALE, OFFER FOR SALE, OTHER DISPOSITIONS OR IMPORTATION OF ANY APPARATUS OR PRODUCT MADE BY THAT PARTY; OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 0.08477133197228022 }, { "score": 10.288411140441895, "text": "OTHER PARTY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE OTHER PARTY OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION, USE, SALE, OFFER FOR SALE, OTHER DISPOSITIONS OR IMPORTATION OF ANY APPARATUS OR PRODUCT MADE BY THAT PARTY; OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 0.07432608326672754 }, { "score": 8.674896240234375, "text": "NOTHING IN THIS IP AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY EITHER PARTY OF THE VALIDITY OF ANY PATENT. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE", "probability": 0.014804734722623298 }, { "score": 8.584476470947266, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE", "probability": 0.013524830252573233 }, { "score": 7.444918155670166, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE 12\n\n\n\n\n\n OTHER PARTY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE OTHER PARTY OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION, USE, SALE, OFFER FOR SALE, OTHER DISPOSITIONS OR IMPORTATION OF ANY APPARATUS OR PRODUCT MADE BY THAT PARTY;", "probability": 0.004327408909969804 }, { "score": 7.313422679901123, "text": "OTHER PARTY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE OTHER PARTY OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION, USE, SALE, OFFER FOR SALE, OTHER DISPOSITIONS OR IMPORTATION OF ANY APPARATUS OR PRODUCT MADE BY THAT PARTY;", "probability": 0.0037941996131046836 }, { "score": 5.905053615570068, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO", "probability": 0.0009278403650949604 }, { "score": 5.856525421142578, "text": "NOTHING IN THIS IP AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY EITHER PARTY OF THE VALIDITY OF ANY PATENT.", "probability": 0.0008838890124159331 }, { "score": 5.686349868774414, "text": "OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.", "probability": 0.000745575162576536 }, { "score": 4.465084552764893, "text": "NOTHING IN THIS IP AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY EITHER PARTY OF THE VALIDITY OF ANY PATENT. 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(For the avoidance of doubt,", "probability": 9.568933099654915e-05 }, { "score": 2.7840161323547363, "text": "No SRAM Product Warranty Issues To the Knowledge of SONY, each SRAM Product currently offered for sale by SONY (or its Affiliates, as the case may be) conforms with all SONY datasheet specifications, except with respect to warranty claims made in the ordinary course of business.", "probability": 9.412361372463007e-05 }, { "score": 2.6830146312713623, "text": "No SRAM Product Warranty Issues To the Knowledge of SONY, each SRAM Product currently offered for sale by SONY (or its Affiliates, as the case may be) conforms with all SONY datasheet specifications, except with respect to warranty claims made in the ordinary course of business. (For the avoidance of doubt, epidemic failures or any substantial repeated failures of those products to comply with specifications that have not been resolved are not in the ordinary course of business", "probability": 8.508131590603781e-05 }, { "score": 2.184298276901245, "text": "For the avoidance of doubt, epidemic failures or any substantial repeated failures of those products to comply with specifications that have not been resolved are not in the ordinary course of business). SONY has not received written notice from any customer, reseller, OEM customer or governmental authority alleging any such material non-conformance.", "probability": 5.167071099617405e-05 }, { "score": 2.1262142658233643, "text": "(For the avoidance of doubt, epidemic failures or any substantial repeated failures of those products to comply with specifications that have not been resolved are not in the ordinary course of business). SONY has not received written notice from any customer, reseller, OEM customer or governmental authority alleging any such material non-conformance.", "probability": 4.875496758612497e-05 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Insurance": [ { "text": "", "score": 12.29423713684082, "probability": 0.9999939089810077 }, { "score": -0.2674143314361572, "text": "Further Assurances", "probability": 3.5038171855860932e-06 }, { "score": -2.9178221225738525, "text": "acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 2.47448006822107e-07 }, { "score": -2.923940420150757, "text": "Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 2.459386682810507e-07 }, { "score": -2.9621076583862305, "text": "Further Assurances 16 9.9 Applicable Law 16 9.10 Execution in Counterparts", "probability": 2.3672874521140688e-07 }, { "score": -3.1199026107788086, "text": "Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 2.0217223816832854e-07 }, { "score": -3.1602001190185547, "text": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 1.941871704439408e-07 }, { "score": -3.1653733253479004, "text": "Further Assurances From time to time, as and when requested by either Party, the other Party will execute and deliver, or cause to be executed and delivered, all such documents and instruments, make such other deliveries and take such other actions as may be reasonably necessary to consummate the transactions contemplated by this IP Agreement.", "probability": 1.9318519409449744e-07 }, { "score": -3.237213373184204, "text": "9.8 Further Assurances From time to time, as and when requested by either Party, the other Party will execute and deliver, or cause to be executed and delivered, all such documents and instruments, make such other deliveries and take such other actions as may be reasonably necessary to consummate the transactions contemplated by this IP Agreement.", "probability": 1.7979354778534237e-07 }, { "score": -3.5987043380737305, "text": "Further Assurances 16 9.9 Applicable Law 16 9.10 Execution in Counterparts 16 9.11 Titles and Headings 16 9.12 Invalid Provisions 16 9.13 Transfer Taxes 17 9.14 Attorneys' Fees 17\n\n\n\n\n\n INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement is made and entered into as of August 28, 2009 by and between GSI Technology, Inc., a Delaware corporation (\"PURCHASER\"), on the one hand, and Sony Electronics Inc. (\"SONY", "probability": 1.252508180140965e-07 }, { "score": -3.611633539199829, "text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "probability": 1.236418487538179e-07 }, { "score": -3.657900333404541, "text": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 1.1805165414376987e-07 }, { "score": -3.7865700721740723, "text": "Further", "probability": 1.0379860557700133e-07 }, { "score": -3.831125497817993, "text": "Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY Branding 5\n\n\n\n\n\n acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof. 5.4 No Affiliation PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services. 5.5 JTAG / Mask Works Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise indicate a connection to SONY, provided that:", "probability": 9.927533100650707e-08 }, { "score": -3.87644624710083, "text": "Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 9.487652999044035e-08 }, { "score": -3.89920711517334, "text": "From time to time, as and when requested by either Party, the other Party will execute and deliver, or cause to be executed and delivered, all such documents and instruments, make such other deliveries and take such other actions as may be reasonably necessary to consummate the transactions contemplated by this IP Agreement.", "probability": 9.274144814004371e-08 }, { "score": -3.966919422149658, "text": "Further Assurances 16 9.9 Applicable Law", "probability": 8.666959991245451e-08 }, { "score": -3.9750051498413086, "text": "Further Assurances 16 9.9 Applicable Law 16 9.10 Execution in Counterparts 16 9.11 Titles and Headings 16 9.12 Invalid Provisions 16 9.13 Transfer Taxes 17 9.14 Attorneys' Fees 17\n\n\n\n\n\n INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement is made and entered into as of August 28, 2009 by and between GSI Technology, Inc., a Delaware corporation (\"PURCHASER\"), on the one hand, and Sony Electronics Inc. (\"SONY\"), a Delaware corporation, on the other hand.", "probability": 8.597163869325962e-08 }, { "score": -4.032354831695557, "text": "PURCHASER shall not unreasonably withhold its consent. 3. Licenses 3.1 Grant by SONY SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "probability": 8.117990793882624e-08 }, { "score": -4.0944695472717285, "text": "Further Assurances 16 9.9 Applicable Law 16 9.10 Execution in Counterparts 16 9.11 Titles and Headings 16 9.12 Invalid Provisions 16 9.13 Transfer Taxes 17 9.14 Attorneys' Fees 17\n\n\n\n\n\n INTELLECTUAL PROPERTY AGREEMENT This", "probability": 7.629085397170867e-08 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Covenant Not To Sue": [ { "score": 12.85281753540039, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses 9\n\n\n\n\n\n granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "probability": 0.30901668141721034 }, { "text": "", "score": 12.24740219116211, "probability": 0.1686760339569324 }, { "score": 12.111167907714844, "text": "Except for Office Actions and broad Patent portfolio cross license agreements that SONY has signed with third parties (\"Portfolio Cross Licenses\"), neither SONY nor any Affiliate of SONY is, to the Knowledge of SONY, a party to any settlements, covenants not to sue, consents, decrees, stipulations, judgments or orders resulting from actions which permit third parties to use any Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets.", "probability": 0.14719314455946608 }, { "score": 11.699000358581543, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses", "probability": 0.09747325998170801 }, { "score": 11.46990966796875, "text": "granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "probability": 0.07751623460360808 }, { "score": 11.188130378723145, "text": "Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property, PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.05848136192680024 }, { "score": 11.001199722290039, "text": "Except for Office Actions pertaining to", "probability": 0.04851036311045265 }, { "score": 10.499723434448242, "text": "SONY retains the right to sue and collect damages for any past infringement of the Transferred Patents, provided that SONY obtains PURCHASER's written consent prior to making any infringement claim or allegation or filing any action, suit, litigation or proceeding that could affect the Transferred Patents or PURCHASER's ability to use and exploit the Transferred Patents or that may result in PURCHASER being joined as a party to the action, suit, litigation or proceeding.", "probability": 0.02937961773671213 }, { "score": 10.017487525939941, "text": "Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "probability": 0.0181390169558605 }, { "score": 9.514717102050781, "text": "SONY retains the right to sue and collect damages for any past infringement of the Transferred Patents, provided that SONY obtains PURCHASER's written consent prior to making any infringement claim or allegation or filing any action, suit, litigation or proceeding that could affect the Transferred Patents or PURCHASER's ability to use and exploit the Transferred Patents or that may result in PURCHASER being joined as a party to the action, suit, litigation or proceeding.", "probability": 0.01097143225960263 }, { "score": 9.17995548248291, "text": "Except for Office Actions and broad Patent portfolio cross license agreements that SONY has signed with third parties (\"Portfolio Cross Licenses\"), neither SONY nor any Affiliate of SONY is, to the Knowledge of SONY, a party to any settlements, covenants not to sue, consents, decrees, stipulations, judgments or orders resulting from actions which permit third parties to use any Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets", "probability": 0.007850154457317007 }, { "score": 9.053807258605957, "text": "Except for Office Actions pertaining to the", "probability": 0.006919786965443261 }, { "score": 9.041906356811523, "text": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies. SONY retains the right to sue and collect damages for any past infringement of the Transferred Patents, provided that SONY obtains PURCHASER's written consent prior to making any infringement claim or allegation or filing any action, suit, litigation or proceeding that could affect the Transferred Patents or PURCHASER's ability to use and exploit the Transferred Patents or that may result in PURCHASER being joined as a party to the action, suit, litigation or proceeding.", "probability": 0.0068379233519445136 }, { "score": 8.204586029052734, "text": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies.", "probability": 0.0029599244793042036 }, { "score": 7.972839832305908, "text": "As of the Effective Date, SONY has not received written notice of any pending or threatened (and at no time within the two years prior to the date of this Agreement has there been, to the Knowledge of SONY, pending any) action alleging that the activities or the conduct of the Business dilutes (solely with respect to trademark rights), misappropriates, infringes, violates or constitutes the unauthorized use of, or will dilute (solely with respect to trademark rights), misappropriate, infringe upon, violate or constitute the unauthorized use of the Intellectual Property of any third party, nor, to the Knowledge of SONY, does there exist any basis therefor. Except for Office Actions pertaining to the Transferred Patents and Patent licenses", "probability": 0.0023476564083715736 }, { "score": 7.763127326965332, "text": "Except for actions of the relevant jurisdiction's patent and trademark office or other government intellectual property office (\"Office Actions\"), SONY has not, to the Knowledge of SONY, received written notice of any pending or threatened (and at no time within the two years prior to the Effective Date has there been pending any) action before any court, governmental authority or arbitral tribunal in any jurisdiction challenging the use, ownership, validity, enforceability or registerability of any of the Transferred Patents.", "probability": 0.001903520472888538 }, { "score": 7.614290237426758, "text": "Except for Office Actions and broad Patent portfolio cross license agreements that SONY has signed with third parties (\"Portfolio Cross Licenses\"), neither SONY nor any Affiliate of SONY is, to the Knowledge of SONY, a party to any settlements, covenants not to sue, consents, decrees, stipulations, judgments or orders resulting from actions which permit third parties to use any Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets. SONY has the sole right to enforce all of the Transferred Patents and the other SRAM Intellectual Property rights of SONY included in the Transferred Assets. 8.5 Sufficiency To the Knowledge of SONY, SONY and each of SONY's Affiliates owns, or has valid rights to use, all the SRAM Intellectual Property material to the conduct of the Business, including, without limitation, the design, development, manufacture, marketing, use, distribution, import, supply, provision and sale of SRAM Products.", "probability": 0.0016402816462932834 }, { "score": 7.48626708984375, "text": "neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "probability": 0.0014431739428648106 }, { "score": 7.472294807434082, "text": "The term \"Licensed Patent\" or \"Licensed Patents\" means any patent or patents issued at any time in any country (including any inventor's certificates, extension, reissued, renewal and reexamined patents), which (1) is based on any invention made on or prior to the Effective Date, including any patents for inventions disclosed in patent applications filed on or prior to the Effective Date, and issuing from any of those patent applications or any patent applications which are continuations, continuing applications, continuations-in-part or divisions of those patent applications, or on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under which SONY or its Affiliates have the right to grant licenses without payment by SONY or any of its Affiliates of additional royalties or other consideration to a third party (excluding payments for inventions made by that third party while employed by SONY or any of its Affiliates), and (3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any Competing Products (including, without limitation, the SRAM Products).", "probability": 0.0014231497267375756 }, { "score": 7.394992828369141, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses", "probability": 0.0013172820404819148 } ], "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Third Party Beneficiary": [ { "text": "", "score": 12.238296508789062, "probability": 0.9985775228598286 }, { "score": 4.9709649085998535, "text": "All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 0.0006969791301761857 }, { "score": 3.4975905418395996, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party.", "probability": 0.00015971342270587981 }, { "score": 3.0590503215789795, "text": "(c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate.", "probability": 0.00010301152559324473 }, { "score": 2.8381872177124023, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the", "probability": 8.259736481619415e-05 }, { "score": 2.5103578567504883, "text": "Except for Office Actions and broad Patent portfolio cross license agreements that SONY has signed with third parties (\"Portfolio Cross Licenses\"), neither SONY nor any Affiliate of SONY is, to the Knowledge of SONY, a party to any settlements, covenants not to sue, consents, decrees, stipulations, judgments or orders resulting from actions which permit third parties to use any Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets. SONY has the sole right to enforce all of the Transferred Patents and the other SRAM Intellectual Property rights of SONY included in the Transferred Assets.", "probability": 5.951024104263097e-05 }, { "score": 2.4781782627105713, "text": "Except for Office Actions and broad Patent portfolio cross license agreements that SONY has signed with third parties (\"Portfolio Cross Licenses\"), neither SONY nor any Affiliate of SONY is, to the Knowledge of SONY, a party to any settlements, covenants not to sue, consents, decrees, stipulations, judgments or orders resulting from actions which permit third parties to use any Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets.", "probability": 5.762570998746195e-05 }, { "score": 2.29461669921875, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses", "probability": 4.7961915004938534e-05 }, { "score": 2.293325662612915, "text": "SONY has the sole right to enforce all of the Transferred Patents and the other SRAM Intellectual Property rights of SONY included in the Transferred Assets.", "probability": 4.790003437065832e-05 }, { "score": 2.235499143600464, "text": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies.", "probability": 4.5208707086990384e-05 }, { "score": 1.6469993591308594, "text": "All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work for SONY or any Affiliate", "probability": 2.5098044092122764e-05 }, { "score": 1.2095654010772705, "text": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, on condition that it provides the 14\n\n\n\n\n\n other Party with notice of the transfer or assignment.", "probability": 1.6205585397363832e-05 }, { "score": 1.0262598991394043, "text": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses 9\n\n\n\n\n\n granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "probability": 1.349137319369874e-05 }, { "score": 0.9306284785270691, "text": "Transferred Patents (excluding applications). Except for actions of the relevant jurisdiction's patent and trademark office or other government intellectual property office (\"Office Actions\"), SONY has not, to the Knowledge of SONY, received written notice of any pending or threatened (and at no time within the two years prior to the Effective Date has there been pending any) action before any court, governmental authority or arbitral tribunal in any jurisdiction challenging the use, ownership, validity, enforceability or registerability of any of the Transferred Patents. Rejections of pending applications before a national patent, trademark or intellectual properly office will not constitute such written notice. Except for Office Actions and broad Patent portfolio cross license agreements that SONY has signed with third parties (\"Portfolio Cross Licenses\"), neither SONY nor any Affiliate of SONY is, to the Knowledge of SONY, a party to any settlements, covenants not to sue, consents, decrees, stipulations, judgments or orders resulting from actions which permit third parties to use any Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets. SONY has the sole right to enforce all of the Transferred Patents and the other SRAM Intellectual Property rights of SONY included in the Transferred Assets.", "probability": 1.2260945372839862e-05 }, { "score": 0.8984488844871521, "text": "Transferred Patents (excluding applications). Except for actions of the relevant jurisdiction's patent and trademark office or other government intellectual property office (\"Office Actions\"), SONY has not, to the Knowledge of SONY, received written notice of any pending or threatened (and at no time within the two years prior to the Effective Date has there been pending any) action before any court, governmental authority or arbitral tribunal in any jurisdiction challenging the use, ownership, validity, enforceability or registerability of any of the Transferred Patents. Rejections of pending applications before a national patent, trademark or intellectual properly office will not constitute such written notice. 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The period from July 23, 2013 to July 22, 2014 shall be referred to as the \"First Contract Year\".", "probability": 0.0003016402697116283 }, { "score": 7.054123878479004, "text": "This Agreement shall have an Initial Term of three (3) years. The Term shall commence on July 23, 2013 and shall expire on July 22, 2016, unless otherwise terminated earlier pursuant to Section 9 of this Agreement", "probability": 0.00021883959068369195 }, { "score": 6.721705436706543, "text": "Term: (a) This Agreement shall have an Initial Term of three (3) years. The Term shall commence on July 23, 2013 and shall expire on July 22, 2016, unless otherwise terminated earlier pursuant to Section 9 of this Agreement.", "probability": 0.0001569489443174702 }, { "score": 6.645241737365723, "text": "The Term shall commence on July 23, 2013 and shall expire on July 22, 2016, unless otherwise terminated earlier pursuant to Section 9 of this Agreement. The period from July 23, 2013 to July 22, 2014 shall be referred to as the \"First Contract Year\". The period from July 23, 2014 to July 22, 2015 shall be referred to as the \"Second Contract Year\". The period from July 23, 2015 to July 22, 2016 shall be referred to as the \"Third Contract Year\".", "probability": 0.00014539538981573922 }, { "score": 6.589457988739014, "text": "If this Agreement is renewed for the Second Additional Term, then the Second Additional Term shall commence on July 23, 2019", "probability": 0.0001375067640603897 }, { "score": 6.531619071960449, "text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019. (c) In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that:", "probability": 0.0001297791542383793 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Renewal Term": [ { "score": 15.181297302246094, "text": "During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\").", "probability": 0.6942949443782702 }, { "score": 13.905216217041016, "text": "During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\").", "probability": 0.19379788322352282 }, { "score": 12.384048461914062, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.04233643326284088 }, { "score": 11.587440490722656, "text": "If this Agreement is renewed for the Second Additional Term, then the Second Additional Term shall commence on July 23, 2019 and the Agreement shall expire and terminate automatically without further notice on July 22, 2022.", "probability": 0.019087621779681853 }, { "text": "", "score": 11.500982284545898, "probability": 0.01750666813120741 }, { "score": 11.476865768432617, "text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019.", "probability": 0.017089518601678486 }, { "score": 10.31406021118164, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.0053423186938378634 }, { "score": 9.689003944396973, "text": "In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that:", "probability": 0.0028593762432335902 }, { "score": 9.484284400939941, "text": "In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that:", "probability": 0.0023300365655339935 }, { "score": 8.699429512023926, "text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019. (c) In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that:", "probability": 0.001062929815128037 }, { "score": 8.615047454833984, "text": "In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the First Additional Term shall be as set forth in Section 7 and Exhibit \"C\" Section (2) attached hereto", "probability": 0.0009769175853683737 }, { "score": 8.112297058105469, "text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019", "probability": 0.0005909030127779451 }, { "score": 7.99960470199585, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement", "probability": 0.0005279278047106061 }, { "score": 7.888190269470215, "text": "In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that", "probability": 0.0004722672855860433 }, { "score": 7.679903984069824, "text": "In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows: Contract Year Minimum Royalty Timing of Payment Four $2,500,000 $833,333.33 payment due on the following dates: July 23, 2016; October 1, 2016; February 1, 2017 Five $2,500,000 $833,333.33 payment due on the following dates: July 23, 2017; October 1, 2017; February 1, 2018 Six $2,500,000 $833,333.33 payment due on the following dates: July 23, 2018; October 1, 2018; February 1, 2019", "probability": 0.0003834690152653271 }, { "score": 7.595774173736572, "text": "During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\"). MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement.", "probability": 0.00035252763367905063 }, { "score": 7.3180389404296875, "text": "Use-Up Period. During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\").", "probability": 0.00026703875008884036 }, { "score": 7.273937225341797, "text": "In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except", "probability": 0.0002555177973591225 }, { "score": 7.190004348754883, "text": "In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the renewal Term shall be as set forth in Section 7 and Exhibit \"C\" Section (3) attached hereto,", "probability": 0.00023494681928369079 }, { "score": 7.171995639801025, "text": "In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows:", "probability": 0.00023075360094575487 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Notice Period To Terminate Renewal": [ { "score": 12.692008972167969, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.3019355247156185 }, { "score": 12.375137329101562, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.21993715736279376 }, { "score": 12.182496070861816, "text": "If this Agreement is renewed for the Second Additional Term, then the Second Additional Term shall commence on July 23, 2019 and the Agreement shall expire and terminate automatically without further notice on July 22, 2022.", "probability": 0.18139928551676116 }, { "text": "", "score": 11.86603832244873, "probability": 0.1321903395902041 }, { "score": 11.622962951660156, "text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019.", "probability": 0.10366530410621116 }, { "score": 10.104671478271484, "text": "In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the First Additional Term shall be as set forth in Section 7 and Exhibit \"C\" Section (2) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the First Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 million during each Contract Year of the First Additional Term (subject to Section 12(b) of this Agreement).", "probability": 0.02271160452382545 }, { "score": 9.088801383972168, "text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019. (c) In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that:", "probability": 0.008223582258992971 }, { "score": 8.901598930358887, "text": "If this Agreement is renewed for the Second Additional Term, then the Second Additional Term shall commence on July 23, 2019 and the Agreement shall expire and terminate automatically without further notice on July 22, 2022", "probability": 0.006819617999297835 }, { "score": 8.501984596252441, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement", "probability": 0.004573089996021593 }, { "score": 8.464136123657227, "text": "In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that:", "probability": 0.00440324008002418 }, { "score": 8.235573768615723, "text": "During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\").", "probability": 0.0035035554534229916 }, { "score": 8.017816543579102, "text": "In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that:", "probability": 0.002817982128856416 }, { "score": 7.398333549499512, "text": "MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.0015167017525765255 }, { "score": 7.276528835296631, "text": "The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof.", "probability": 0.0013427682797694446 }, { "score": 7.147880554199219, "text": "MusclePharm shall have no further right to use the rights granted to MusclePharm hereunder and all such rights (including without limitation the rights to use the Name and Appearance Rights and Trademarks) shall immediately and automatically be revoked and shall terminate and revert to the AS Parties immediately with no \"use-up period\". Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein.", "probability": 0.0011806735518639958 }, { "score": 7.102386951446533, "text": "MusclePharm shall have no further right to use the rights granted to MusclePharm hereunder and all such rights (including without limitation the rights to use the Name and Appearance Rights and Trademarks) shall immediately and automatically be revoked and shall terminate and revert to the AS Parties immediately with no \"use-up period\".", "probability": 0.0011281639401649547 }, { "score": 6.612174034118652, "text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019. (c) In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that", "probability": 0.0006909958660549204 }, { "score": 6.587010860443115, "text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019", "probability": 0.0006738251578352889 }, { "score": 6.553874969482422, "text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019. (c) In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the renewal Term shall be as set forth in Section 7 and Exhibit \"C\" Section (3) attached hereto,", "probability": 0.0006518632342866186 }, { "score": 6.527231216430664, "text": "In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the First Additional Term shall be as set forth in Section 7 and Exhibit \"C\" Section (2) attached hereto", "probability": 0.0006347244854179384 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Governing Law": [ { "score": 15.133819580078125, "text": "This Agreement has been executed and delivered in Los Angeles County in the State of California, and its interpretation, validity and performance shall be construed and enforced in accordance with the laws of the State of California.", "probability": 0.7346357367474247 }, { "score": 13.538962364196777, "text": "This Agreement when signed and dated by all parties shall be deemed to be made, accepted and delivered in the City and County of Los Angeles, California, regardless of where the Agreement is executed by the parties.", "probability": 0.14908514179972854 }, { "text": "", "score": 12.229058265686035, "probability": 0.040230019300291804 }, { "score": 11.989274978637695, "text": "It is duly organized, validly existing and in good standing under the laws of the State of Nevada.", "probability": 0.03165291288580685 }, { "score": 11.601446151733398, "text": "This Agreement when signed and dated by all parties shall be deemed to be made, accepted and delivered in the City and County of Los Angeles, California, regardless of where the Agreement is executed by the parties.", "probability": 0.021477402840898264 }, { "score": 10.720438957214355, "text": "This Agreement has been executed and delivered in Los Angeles County in the State of California, and its interpretation, validity and performance shall be construed and enforced in accordance with the laws of the State of California. The exclusive venue for any proceeding to interpret, construe or enforce this Agreement in accordance with Section 22 below shall be Los Angeles County, California.", "probability": 0.008899491650973335 }, { "score": 10.06657886505127, "text": "This Agreement when signed and dated by all parties shall be deemed to be made, accepted and delivered in the City and County of Los Angeles, California, regardless of where the Agreement is executed by the parties", "probability": 0.0046280428357820536 }, { "score": 9.549232482910156, "text": "Unless the AS Parties expressly agree in advance and in writing otherwise, all Licensed Products shall be manufactured within the fifty states of the United States of America and in no other locations.", "probability": 0.0027587775996265745 }, { "score": 8.748398780822754, "text": "Unless the AS Parties expressly agree in advance and in writing otherwise, all Licensed Products shall be manufactured within the fifty states of the United States of America and in no other locations.", "probability": 0.0012385656557395762 }, { "score": 8.591368675231934, "text": "The exclusive venue for any proceeding to interpret, construe or enforce this Agreement in accordance with Section 22 below shall be Los Angeles County, California.", "probability": 0.0010585752235605476 }, { "score": 8.550541877746582, "text": "It is duly organized, validly existing and in good standing under the laws of the State of Nevada.", "probability": 0.0010162273337019905 }, { "score": 8.232701301574707, "text": "This Agreement when signed and dated by all parties shall be deemed to be made, accepted and delivered in the City and County of Los Angeles, California,", "probability": 0.0007395277306091132 }, { "score": 7.912629127502441, "text": "This Agreement has been executed and delivered in Los Angeles County in the State of California, and its interpretation, validity and performance shall be construed and enforced in accordance with the laws of the State of California", "probability": 0.0005369685928624795 }, { "score": 7.832049369812012, "text": "Governing Law: This Agreement has been executed and delivered in Los Angeles County in the State of California, and its interpretation, validity and performance shall be construed and enforced in accordance with the laws of the State of California.", "probability": 0.0004953971919634358 }, { "score": 7.671560764312744, "text": "It is duly organized, validly existing and in good standing under the laws of the State of Nevada", "probability": 0.0004219434259500382 }, { "score": 7.289560794830322, "text": "This Agreement when signed and dated by all parties shall be deemed to be made, accepted and delivered in the City and County of Los Angeles, California, regardless of where the Agreement is executed by the parties", "probability": 0.00028797430973171427 }, { "score": 7.269169807434082, "text": "(iii) It is duly organized, validly existing and in good standing under the laws of the State of Nevada.", "probability": 0.00028216169310974577 }, { "score": 7.157020568847656, "text": "Los Angeles County in the State of California, and its interpretation, validity and performance shall be construed and enforced in accordance with the laws of the State of California.", "probability": 0.00025222739654226484 }, { "score": 6.701606273651123, "text": "Unless the AS Parties expressly agree in advance and in writing otherwise, all Licensed Products shall be manufactured within the fifty states of the United States of America and in no other locations", "probability": 0.00015995887527383564 }, { "score": 6.589162826538086, "text": "This Agreement when signed and dated by all parties shall be deemed to be made, accepted and delivered in the City and County of Los Angeles, California,", "probability": 0.00014294691042304416 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Most Favored Nation": [ { "score": 13.61096477508545, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.4306910655525128 }, { "score": 12.644926071166992, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.1639157119056556 }, { "text": "", "score": 12.041407585144043, "probability": 0.08964288725724577 }, { "score": 11.210887908935547, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video. (iii) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year).", "probability": 0.03906840881337291 }, { "score": 11.155050277709961, "text": "If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties.", "probability": 0.03694670801471024 }, { "score": 11.057315826416016, "text": "MusclePharm shall be permitted to sell the Promotional Products at its cost to third parties and Endorser shall not be entitled to any additional compensation with respect to the Promotional Products. In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.03350658876887245 }, { "score": 10.99211597442627, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products", "probability": 0.03139165983145231 }, { "score": 10.593504905700684, "text": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "probability": 0.02107170569878058 }, { "score": 10.57447624206543, "text": "For purposes of this Agreement, \"Net Sales\" shall mean MusclePharm's gross sales (the gross invoice amount billed customers) of the Licensed Products, less discounts and allowances actually shown on the invoice (except cash discounts, transportation costs and commissions not deductible in the calculation of Royalty) and less any bona fide returns (net of all returns actually made or allowed as supported by credit memoranda actually issued to the customers not to exceed 5% in any reporting cycle), the aggregate of which discounts and allowances shall not exceed 5% in any reporting cycle. No other costs incurred in the manufacturing, selling, advertising, and distribution of the Licensed Products shall be deducted nor shall any deduction be allowed for any uncollectible accounts, allowances or bad debt. (ii) A Royalty obligation shall accrue upon the sale of the Licensed Products regardless of the time of collection by MusclePharm. For purposes of this Agreement, Licensed Products shall be considered \"sold\" upon the date when such Licensed Products are billed, invoiced, shipped, or paid for, whichever event occurs first. (iii) If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties.", "probability": 0.02067453014321334 }, { "score": 10.56851863861084, "text": "The Licensed Products shall be of the highest quality and manufactured, produced, sold, distributed and promoted in strict compliance with all applicable laws and regulations, and be of substantially the same or better quality as the samples previously submitted by MusclePharm.", "probability": 0.020551725664428765 }, { "score": 10.561473846435547, "text": "If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties.", "probability": 0.02040745181460464 }, { "score": 10.545533180236816, "text": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products.", "probability": 0.020084722531046012 }, { "score": 9.916953086853027, "text": "Notwithstanding the foregoing, Lender shall be entitled to receive a guaranteed minimum royalty for each Contract Year including the Additional Term, if any (the \"Guaranteed Minimum Royalty\"), payable in accordance with Exhibit \"C\" attached hereto.", "probability": 0.01071215801610647 }, { "score": 9.89385986328125, "text": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above. For purposes of this Agreement, \"Net Sales\" shall mean MusclePharm's gross sales (the gross invoice amount billed customers) of the Licensed Products, less discounts and allowances actually shown on the invoice (except cash discounts, transportation costs and commissions not deductible in the calculation of Royalty) and less any bona fide returns (net of all returns actually made or allowed as supported by credit memoranda actually issued to the customers not to exceed 5% in any reporting cycle), the aggregate of which discounts and allowances shall not exceed 5% in any reporting cycle.", "probability": 0.010467614275514762 }, { "score": 9.821271896362305, "text": "MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement. (e) Promotional Products. During the Term, MusclePharm shall have the right to create and distribute the Promotional Products world- wide. MusclePharm shall be permitted to sell the Promotional Products at its cost to third parties and Endorser shall not be entitled to any additional compensation with respect to the Promotional Products. In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.00973471311652317 }, { "score": 9.7629976272583, "text": "If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties", "probability": 0.009183642385906094 }, { "score": 9.704500198364258, "text": "All Compensation Shares will be fully vested upon issuance, and for a period of six (6) months following the date hereof, Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares.", "probability": 0.00866183393646291 }, { "score": 9.663822174072266, "text": "For purposes of this Agreement, \"Net Sales\" shall mean MusclePharm's gross sales (the gross invoice amount billed customers) of the Licensed Products, less discounts and allowances actually shown on the invoice (except cash discounts, transportation costs and commissions not deductible in the calculation of Royalty) and less any bona fide returns (net of all returns actually made or allowed as supported by credit memoranda actually issued to the customers not to exceed 5% in any reporting cycle), the aggregate of which discounts and allowances shall not exceed 5% in any reporting cycle.", "probability": 0.00831655782954719 }, { "score": 9.661319732666016, "text": "MusclePharm acknowledges and agrees that, in order to maintain the goodwill and integrity of the Endorser, the Name and Appearance Rights, and the Trademarks (the \"Endorser IP\"), the Licensed Products shall be of a standard and of such style, appearance and quality as to protect and enhance the goodwill associated with the Endorser IP, which standard the AS Parties may from time to time prescribe and which, in any event, shall be of substantially the same or better quality than the samples previously provided by MusclePharm to Endorser.", "probability": 0.00829577214919767 }, { "score": 9.44387435913086, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.006674542294846226 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Compete": [ { "score": 13.02897834777832, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.1850151557522756 }, { "score": 12.796940803527832, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.1467015426038923 }, { "score": 12.76132583618164, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.14156871719827996 }, { "score": 12.61404800415039, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.12218147030568353 }, { "score": 11.828567504882812, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.", "probability": 0.05570260430766124 }, { "text": "", "score": 11.773048400878906, "probability": 0.05269432674256435 }, { "score": 11.748286247253418, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm. (c) Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "probability": 0.05140552434336453 }, { "score": 11.681288719177246, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.", "probability": 0.04807431852402197 }, { "score": 11.601007461547852, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm. (c) Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "probability": 0.044365709321734094 }, { "score": 11.469915390014648, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof. (b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.038914805679719604 }, { "score": 10.860743522644043, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products", "probability": 0.021161911100568385 }, { "score": 10.419414520263672, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products", "probability": 0.01361094049070809 }, { "score": 10.316207885742188, "text": "Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "probability": 0.012276259589990674 }, { "score": 10.28446102142334, "text": "Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.", "probability": 0.011892648288849676 }, { "score": 10.227027893066406, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement.", "probability": 0.011228860451411611 }, { "score": 10.204179763793945, "text": "Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm. (c) Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "probability": 0.010975210741366556 }, { "score": 10.196359634399414, "text": "MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights.", "probability": 0.010889717891499342 }, { "score": 9.883430480957031, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof. (b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.007963669434638838 }, { "score": 9.800435066223145, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof.", "probability": 0.007329405907451184 }, { "score": 9.608136177062988, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement", "probability": 0.006047201324318392 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Exclusivity": [ { "score": 13.375728607177734, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement.", "probability": 0.426993174977367 }, { "score": 12.522109985351562, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement.", "probability": 0.18184404199732845 }, { "text": "", "score": 12.178107261657715, "probability": 0.1289141506421991 }, { "score": 11.858288764953613, "text": "MusclePharm shall be responsible for the following expenses: \u00b7 Exclusive private jet transportation (Netjets, or as otherwise indicated by Endorser) to be arranged through M. Paul Wachter or Alex Cohen; \u00b7 A first class suite at a hotel of Endorser's choice; \u00b7 A security detail; and \u00b7 A reasonable per diem expense allowance while Endorser is on location.", "probability": 0.09362787858043674 }, { "score": 11.048563003540039, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof.", "probability": 0.0416625409196681 }, { "score": 11.002608299255371, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof. (b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.03979127716331454 }, { "score": 10.03523063659668, "text": "MusclePharm shall be responsible for the following expenses: \u00b7 Exclusive private jet transportation (Netjets, or as otherwise indicated by Endorser) to be arranged through M. Paul Wachter or Alex Cohen;", "probability": 0.015123806003149056 }, { "score": 9.80466365814209, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.01200956097423306 }, { "score": 9.758187294006348, "text": "MusclePharm shall be responsible for the following expenses: \u00b7 Exclusive private jet transportation (Netjets, or as otherwise indicated by Endorser) to be arranged through M. Paul Wachter or Alex Cohen; \u00b7 A first class suite at a hotel of Endorser's choice; \u00b7 A security detail; and \u00b7 A reasonable per diem expense allowance while Endorser is on location", "probability": 0.011464172256424099 }, { "score": 9.489001274108887, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.008758640478383206 }, { "score": 9.376076698303223, "text": "MusclePharm shall be responsible for the following expenses:", "probability": 0.007823375574534226 }, { "score": 9.197011947631836, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.006540746939599204 }, { "score": 8.84711742401123, "text": "MusclePharm shall be responsible for the following expenses: \u00b7 Exclusive private jet transportation (Netjets, or as otherwise indicated by Endorser) to be arranged through M. Paul Wachter or Alex Cohen; \u00b7 A first class suite at a hotel of Endorser's choice;", "probability": 0.004609672652140209 }, { "score": 8.755390167236328, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement:", "probability": 0.004205653070703742 }, { "score": 8.755060195922852, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement", "probability": 0.004204265554768792 }, { "score": 8.348880767822266, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof.", "probability": 0.0028008422907959225 }, { "score": 8.311470031738281, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement", "probability": 0.0026979964823938846 }, { "score": 8.302926063537598, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof. (b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.0026750430824342827 }, { "score": 8.154640197753906, "text": "16. Exclusivity; Non-Competition: (a) During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement.", "probability": 0.002306380978449071 }, { "score": 7.985136985778809, "text": "MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties.", "probability": 0.0019467793816773825 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__No-Solicit Of Customers": [ { "score": 12.365166664123535, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 0.4314213685563711 }, { "text": "", "score": 12.083173751831055, "probability": 0.32541209166487717 }, { "score": 11.673805236816406, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 0.21609623448060938 }, { "score": 9.011922836303711, "text": "Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "probability": 0.01508712057725426 }, { "score": 7.637746810913086, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement.", "probability": 0.0038177659151390968 }, { "score": 7.085561752319336, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm. (c) Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "probability": 0.0021978516355883456 }, { "score": 6.867879390716553, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement:", "probability": 0.0017679098840706073 }, { "score": 6.138101100921631, "text": "The offer to issue the Compensation Shares as compensation to Lender was directly communicated to Lender or its business or financial advisors by such a manner that it or such advisors were able to ask questions of and receive answers from MusclePharm or a person acting on its behalf concerning this Agreement. At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 0.0008521605785569787 }, { "score": 5.579863548278809, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising. (viii) None of the following information has ever been represented, guaranteed, or warranted to Lender, expressly or by implication by any broker, MusclePharm, or agent or employee of the foregoing, or by any other person:", "probability": 0.000487620494895217 }, { "score": 5.368647575378418, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising", "probability": 0.0003947771608698057 }, { "score": 5.320278167724609, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising", "probability": 0.00037613647703072027 }, { "score": 5.313625812530518, "text": "Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement. 17. [RESERVED.] 18. Assignment: The license granted by this Agreement is personal to MusclePharm. Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties.", "probability": 0.00037364258789922153 }, { "score": 5.281556129455566, "text": "At", "probability": 0.0003618500900200135 }, { "score": 4.990896224975586, "text": "Receipt or acceptance by Lender (or its authorized representative) of a royalty statement or receipt or acceptance of any accompanying royalty payment shall not prevent Lender from at any time within three years after the Term of this Agreement", "probability": 0.00027058062299332677 }, { "score": 4.759147644042969, "text": "At", "probability": 0.0002146098062594662 }, { "score": 4.679638862609863, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement:", "probability": 0.00019820715938041067 }, { "score": 4.615642547607422, "text": "(c) Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "probability": 0.00018591999155506198 }, { "score": 4.5367889404296875, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.00017182264671048816 }, { "score": 4.4623308181762695, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.00015949374398800968 }, { "score": 4.41969108581543, "text": "(vii) The offer to issue the Compensation Shares as compensation to Lender was directly communicated to Lender or its business or financial advisors by such a manner that it or such advisors were able to ask questions of and receive answers from MusclePharm or a person acting on its behalf concerning this Agreement. At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 0.0001528359259314554 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Competitive Restriction Exception": [ { "score": 12.666666030883789, "text": "Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "probability": 0.14316471214789375 }, { "score": 12.432825088500977, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.11331310845725645 }, { "score": 12.419559478759766, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement.", "probability": 0.11181986725727344 }, { "score": 12.295276641845703, "text": "All Compensation Shares will be fully vested upon issuance, and for a period of six (6) months following the date hereof, Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares.", "probability": 0.09875148203055417 }, { "score": 12.011646270751953, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.07436430390481556 }, { "score": 12.011566162109375, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm. (c) Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "probability": 0.07435834691997967 }, { "text": "", "score": 11.905431747436523, "probability": 0.06687074099712163 }, { "score": 11.60123348236084, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.0493315212048925 }, { "score": 11.286565780639648, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof. (b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.036013560582166725 }, { "score": 11.218650817871094, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.033648907452967974 }, { "score": 11.148737907409668, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.03137676582480571 }, { "score": 10.938802719116211, "text": "Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement. 17. [RESERVED.] 18. Assignment: The license granted by this Agreement is personal to MusclePharm. Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties.", "probability": 0.02543516050982234 }, { "score": 10.82115364074707, "text": "Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm. (c) Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "probability": 0.022612060411685623 }, { "score": 10.814059257507324, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement:", "probability": 0.022452209481608955 }, { "score": 10.615715026855469, "text": "As used in this Agreement, \"Products\" shall mean dietary supplements manufactured within the fifty states of the United States of America; provided, however, MusclePharm shall not produce during the Term (and any renewal Term, if any) any diet pills and/or sexual enhancement products; provided, further, that fat burning products, Shred Matrix and Live Shredded products and products that increase testosterone levels currently produced by MusclePharm as of the date hereof shall be part of the definition of Products for the purpose of this Agreement.", "probability": 0.018412776461969604 }, { "score": 10.504308700561523, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.", "probability": 0.016471612921826622 }, { "score": 10.47790813446045, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.016042443106099317 }, { "score": 10.474485397338867, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products", "probability": 0.015987627903088213 }, { "score": 10.454973220825195, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof. (b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.01567869823192137 }, { "score": 10.334134101867676, "text": "All Compensation Shares will be fully vested upon issuance, and for a period of six (6) months following the date hereof, Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares. MusclePharm agrees that (i) with respect to the Compensation Shares, Lender shall be entitled to all rights and benefits under the registration rights agreement, dated as of March 28, 2013 (the \"Registration Rights Agreement\"), by and among MusclePharm and the investors party thereto as if it were an investor party thereto, mutatis mutandis.", "probability": 0.013894094192250317 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.196529388427734, "probability": 0.4643077463577211 }, { "score": 11.715034484863281, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 0.28687674835264204 }, { "score": 11.555632591247559, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 0.24460649627161044 }, { "score": 6.537752151489258, "text": "MusclePharm and the manufacturers will not unlawfully discriminate in any hiring or employment practices.", "probability": 0.00161893794038976 }, { "score": 5.661106109619141, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising. (viii) None of the following information has ever been represented, guaranteed, or warranted to Lender, expressly or by implication by any broker, MusclePharm, or agent or employee of the foregoing, or by any other person:", "probability": 0.0006737637829008597 }, { "score": 4.9655985832214355, "text": "At", "probability": 0.00033608767136589554 }, { "score": 4.704668045043945, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising. (viii) None of the following information has ever been represented, guaranteed, or warranted to Lender, expressly or by implication by any broker, MusclePharm, or agent or employee of the foregoing, or by any other person: (1) The approximate or exact length of time that Lender will be required to remain as a holder of any of the Compensation Shares; (2) The amount of consideration, profit, or loss to be realized, if any, as a result of owning any of the Compensation Shares; or (3) That the past performance or experience of MusclePharm, its officers, directors, associates, agents, affiliates, or employees or any other person will in any way indicate or predict economic results in connection with the plan of operations of MusclePharm or the return on any of the Compensation Shares.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n (d) MusclePharm represents, warrants and covenants to Lender that:", "probability": 0.0002588999036055902 }, { "score": 4.636298179626465, "text": "At", "probability": 0.00024179050006684256 }, { "score": 4.621241569519043, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising", "probability": 0.00023817722487850493 }, { "score": 4.535454273223877, "text": "MusclePharm and the manufacturers will only employ persons whose presence is voluntary. MusclePharm and the manufacturers will not use any forced or involuntary labor. (iii) MusclePharm and the manufacturers will treat each employee with dignity and respect, and will not use corporal punishment, threats of violence, abuse, or other forms of physical, sexual, psychological, or verbal harassment. (iv) MusclePharm and the manufacturers will not unlawfully discriminate in any hiring or employment practices.", "probability": 0.00021859653890561349 }, { "score": 3.978497266769409, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising. (viii) None of the following information has ever been represented, guaranteed, or warranted to Lender, expressly or by implication by any broker, MusclePharm, or agent or employee of the foregoing, or by any other person: (1) The approximate or exact length of time that Lender will be required to remain as a holder of any of the Compensation Shares; (2) The amount of consideration, profit, or loss to be realized, if any, as a result of owning any of the Compensation Shares; or (3) That the past performance or experience of MusclePharm, its officers, directors, associates, agents, affiliates, or employees or any other person will in any way indicate or predict economic results in connection with the plan of operations of MusclePharm or the return on any of the Compensation Shares.", "probability": 0.0001252448643787107 }, { "score": 3.942308187484741, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising", "probability": 0.00012079340104229465 }, { "score": 3.63926362991333, "text": "no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 8.921392161311005e-05 }, { "score": 3.328413963317871, "text": "The offer to issue the Compensation Shares as compensation to Lender was directly communicated to Lender or its business or financial advisors by such a manner that it or such advisors were able to ask questions of and receive answers from MusclePharm or a person acting on its behalf concerning this Agreement. At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 6.537810606117138e-05 }, { "score": 2.990665912628174, "text": "no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 4.663910638506351e-05 }, { "score": 2.947075366973877, "text": "Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 4.4649755722389214e-05 }, { "score": 2.825101852416992, "text": "At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising. (viii) None of the following information has ever been represented, guaranteed, or warranted to Lender, expressly or by implication by any broker, MusclePharm, or agent or employee of the foregoing, or by any other person:", "probability": 3.952270519421179e-05 }, { "score": 2.575183391571045, "text": "At no time was Lender presented with or solicited", "probability": 3.078282365742372e-05 }, { "score": 2.5675265789031982, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement:", "probability": 3.054802539357306e-05 }, { "score": 2.5488486289978027, "text": "Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.", "probability": 2.9982746465096328e-05 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Disparagement": [ { "text": "", "score": 11.784269332885742, "probability": 0.4433951142070553 }, { "score": 11.511211395263672, "text": "MusclePharm and the manufacturers will not unlawfully discriminate in any hiring or employment practices.", "probability": 0.3374452721498765 }, { "score": 9.681775093078613, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.05416132204991477 }, { "score": 9.595162391662598, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.0496676758883094 }, { "score": 9.083815574645996, "text": "If the Company shall have (or with respect to the Company, the Chief Executive Officer or the Chief Financial Officer of the Company shall have) (A) been charged with respect to a felony; (B) been sued by a governmental agency; (C) received a subpoena from a governmental entity relating to an investigation of the Company; or (D) become the subject of an investigation by a governmental agency that, in each case, if adversely determined, could have, as determined by Endorser in good faith (or, solely with respect to clause (D), as reasonably determined by the Endorser), a material adverse effect on the Company's reputation or financial performance;", "probability": 0.029785077705368704 }, { "score": 8.400623321533203, "text": "If the Company shall have (or with respect to the Company, the Chief Executive Officer or the Chief Financial Officer of the Company shall have) (A) been charged with respect to a felony; (B) been sued by a governmental agency; (C) received a subpoena from a governmental entity relating to an investigation of the Company; or (D) become the subject of an investigation by a governmental agency that, in each case, if adversely determined, could have, as determined by Endorser in good faith (or, solely with respect to clause (D), as reasonably determined by the Endorser), a material adverse effect on the Company's reputation or financial performance; and/or", "probability": 0.015041533380874146 }, { "score": 8.050773620605469, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.010601182652792737 }, { "score": 7.863243103027344, "text": "(iii) If the Company shall have (or with respect to the Company, the Chief Executive Officer or the Chief Financial Officer of the Company shall have) (A) been charged with respect to a felony; (B) been sued by a governmental agency; (C) received a subpoena from a governmental entity relating to an investigation of the Company; or (D) become the subject of an investigation by a governmental agency that, in each case, if adversely determined, could have, as determined by Endorser in good faith (or, solely with respect to clause (D), as reasonably determined by the Endorser), a material adverse effect on the Company's reputation or financial performance;", "probability": 0.008788420900900214 }, { "score": 7.849696159362793, "text": "During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein.", "probability": 0.008670167452934958 }, { "score": 7.65040397644043, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.007103558969364595 }, { "score": 7.574526786804199, "text": "If the Company shall have (or with respect to the Company, the Chief Executive Officer or the Chief Financial Officer of the Company shall have) (A) been charged with respect to a felony; (B) been sued by a governmental agency; (C) received a subpoena from a governmental entity relating to an investigation of the Company; or (D) become the subject of an investigation by a governmental agency that, in each case, if adversely determined, could have, as determined by Endorser in good faith (or, solely with respect to clause (D), as reasonably determined by the Endorser), a material adverse effect on the Company's reputation or financial performance; and/or (iv) If the AS Parties reasonably determine (based either on (A) internal MusclePharm information; (B) reports or other credible information produced by established medical or scientific experts; or (C) multiple adverse events reported to MusclePharm or in the media) that any of MusclePharm's products are harmful to the human body or unsafe.", "probability": 0.0065845021725114495 }, { "score": 7.413481712341309, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products", "probability": 0.005605081839899388 }, { "score": 7.180050849914551, "text": "(iii) If the Company shall have (or with respect to the Company, the Chief Executive Officer or the Chief Financial Officer of the Company shall have) (A) been charged with respect to a felony; (B) been sued by a governmental agency; (C) received a subpoena from a governmental entity relating to an investigation of the Company; or (D) become the subject of an investigation by a governmental agency that, in each case, if adversely determined, could have, as determined by Endorser in good faith (or, solely with respect to clause (D), as reasonably determined by the Endorser), a material adverse effect on the Company's reputation or financial performance; and/or", "probability": 0.0044381729553868285 }, { "score": 6.891883373260498, "text": "MusclePharm and the manufacturers will not unlawfully discriminate in any hiring or employment practices", "probability": 0.0033270143777657376 }, { "score": 6.867209434509277, "text": "(ii) any material inaccuracy or misrepresentation by MusclePharm in this Agreement; (iii) any advertisement and/or promotion of MusclePharm, its Products, or Licensed Products, including but not limited to any use of the materials produced pursuant to this Agreement, as well as MusclePharm's advertising/promotion campaign described above in this Agreement and/or (iv) any breach of this Agreement and/or in connection with this Agreement. No settlement will be entered into by the AS Parties without MusclePharm's prior written approval.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n 16. Exclusivity; Non-Competition: (a) During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement:", "probability": 0.0032459282990021164 }, { "score": 6.799750804901123, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.0030341846830220947 }, { "score": 6.783044338226318, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof. (b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.0029839152591600725 }, { "score": 6.499397277832031, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.", "probability": 0.0022469847877176667 }, { "score": 6.353954315185547, "text": "(iii) If the Company shall have (or with respect to the Company, the Chief Executive Officer or the Chief Financial Officer of the Company shall have) (A) been charged with respect to a felony; (B) been sued by a governmental agency; (C) received a subpoena from a governmental entity relating to an investigation of the Company; or (D) become the subject of an investigation by a governmental agency that, in each case, if adversely determined, could have, as determined by Endorser in good faith (or, solely with respect to clause (D), as reasonably determined by the Endorser), a material adverse effect on the Company's reputation or financial performance; and/or (iv) If the AS Parties reasonably determine (based either on (A) internal MusclePharm information; (B) reports or other credible information produced by established medical or scientific experts; or (C) multiple adverse events reported to MusclePharm or in the media) that any of MusclePharm's products are harmful to the human body or unsafe.", "probability": 0.0019428311413970895 }, { "score": 6.348394393920898, "text": "(iv) MusclePharm and the manufacturers will not unlawfully discriminate in any hiring or employment practices.", "probability": 0.00193205912674642 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Termination For Convenience": [ { "text": "", "score": 11.730180740356445, "probability": 0.45841448814566643 }, { "score": 10.577054977416992, "text": "The Endorser shall have thirty (30) days' notice in which to cure the Endorser Events of Default to the reasonable and objective satisfaction of Musclepharm.", "probability": 0.14469788366606504 }, { "score": 10.40147590637207, "text": "The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof.", "probability": 0.12139733629394032 }, { "score": 9.934881210327148, "text": "This Agreement may be terminated by the AS Parties only:", "probability": 0.0761324236718497 }, { "score": 9.322171211242676, "text": "If Musclepharm fails, refuses or is unable for any reason to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party, then the the AS Parties may terminate this Agreement by giving a written termination notice which shall be effective on third calendar day after the date of the termination notice", "probability": 0.0412546668314692 }, { "score": 9.251812934875488, "text": "The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof.", "probability": 0.03845181755026713 }, { "score": 8.69607162475586, "text": "Musclepharm shall have thirty (30) days' notice in which to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party. If Musclepharm fails, refuses or is unable for any reason to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party, then the the AS Parties may terminate this Agreement by giving a written termination notice which shall be effective on third calendar day after the date of the termination notice", "probability": 0.0220577641421023 }, { "score": 8.384502410888672, "text": "This Agreement may be terminated by the AS Parties only:", "probability": 0.01615283282384242 }, { "score": 8.192407608032227, "text": "If Musclepharm fails, refuses or is unable for any reason to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party, then the the AS Parties may terminate this Agreement by giving a written termination notice which shall be effective on third calendar day after the date of the termination notice", "probability": 0.013329780113981317 }, { "score": 7.9827680587768555, "text": "Musclepharm shall have thirty (30) days' notice in which to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party. If Musclepharm fails, refuses or is unable for any reason to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party, then the the AS Parties may terminate this Agreement by giving a written termination notice which shall be effective on third calendar day after the date of the termination notice", "probability": 0.010808805102406416 }, { "score": 7.921123504638672, "text": "This Agreement may also be terminated by MusclePharm, upon fifteen days prior written notice, if death, or physical disability, physical injury, or other incapacity lasting more than eight (8) weeks, causes Endorser to be unable to perform a material amount of the personal or consulting services described in this Agreement. (b) This Agreement may be terminated by the AS Parties only:", "probability": 0.01016262256264133 }, { "score": 7.870351791381836, "text": "This Agreement may be terminated by MusclePharm only: (i) In the event Endorser is convicted of a felony. (ii) In the event Endorser is in material breach or default of this Agreement, then MusclePharm may give written notice to Endorser of its intent to terminate this agreement and in such notice shall set forth in reasonable detail the facts, circumstances or events causing the alleged breach or default (\"Endorser Events of Default\"). The Endorser shall have thirty (30) days' notice in which to cure the Endorser Events of Default to the reasonable and objective satisfaction of Musclepharm.", "probability": 0.009659528348533616 }, { "score": 7.445969581604004, "text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019.", "probability": 0.006319010390085762 }, { "score": 7.429118633270264, "text": "Musclepharm shall have thirty (30) days' notice in which to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party.", "probability": 0.006213421209923214 }, { "score": 7.425447463989258, "text": "If the Endorser fails, refuses or is unable for any reason to cure the Endorser Events of Default to the reasonable and objective satisfaction of MusclePharm, then MusclePharm may terminate this Agreement by giving a written termination notice which shall be effective on third calendar day after the date of such termination notice.", "probability": 0.006190652508298441 }, { "score": 7.182309627532959, "text": "The Endorser shall have thirty (30) days' notice in which to cure the Endorser Events of Default to the reasonable and objective satisfaction of Musclepharm", "probability": 0.004854483243032507 }, { "score": 7.023201942443848, "text": "If the Endorser fails, refuses or is unable for any reason to cure the Endorser Events of Default to the reasonable and objective satisfaction of MusclePharm, then MusclePharm may terminate this Agreement by giving a written termination notice which shall be effective on third calendar day after the date of such termination notice. (iii) This Agreement may also be terminated by MusclePharm, upon fifteen days prior written notice, if death, or physical disability, physical injury, or other incapacity lasting more than eight (8) weeks, causes Endorser to be unable to perform a material amount of the personal or consulting services described in this Agreement. (b) This Agreement may be terminated by the AS Parties only:", "probability": 0.00414041064648684 }, { "score": 6.958179473876953, "text": "This Agreement may be terminated by the AS Parties only", "probability": 0.0038797569282868123 }, { "score": 6.93733549118042, "text": "This Agreement may be terminated by MusclePharm only:", "probability": 0.0037997243386005274 }, { "score": 6.336019992828369, "text": "This Agreement may also be terminated by MusclePharm, upon fifteen days prior written notice, if death, or physical disability, physical injury, or other incapacity lasting more than eight (8) weeks, causes Endorser to be unable to perform a material amount of the personal or consulting services described in this Agreement.", "probability": 0.002082591482520284 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Rofr/Rofo/Rofn": [ { "score": 12.780567169189453, "text": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "probability": 0.5426788489087019 }, { "text": "", "score": 12.23714828491211, "probability": 0.31516579138185213 }, { "score": 11.048507690429688, "text": "The AS Parties shall also have the right to purchase from MusclePharm the Arnold.com domain name for a purchase price equal to MusclePharm's actual cost in acquiring such domain name (in the amount of Twenty Seven Thousand Five Hundred ($27,500) plus interest accruing at an annual rate of five percent (5%) from April 27, 2013 the date of acquisition of such domain name through the date of the sale of such domain name.", "probability": 0.09601056406252545 }, { "score": 9.121769905090332, "text": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto", "probability": 0.013981296084176557 }, { "score": 8.966558456420898, "text": "MusclePharm hereby engages Endorser and Endorser promises and agrees to hold himself available to use, evaluate, advertise and promote certain MusclePharm Products, as may be reasonably requested by MusclePharm in accordance with the terms and conditions set forth herein on a world-wide basis.", "probability": 0.011971262592194788 }, { "score": 8.42305850982666, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.006951858591956598 }, { "score": 7.976468086242676, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.00444784017109198 }, { "score": 7.286680221557617, "text": "The AS Parties shall also have the right to purchase from MusclePharm the Arnold.com domain name for a purchase price equal to MusclePharm's actual cost in acquiring such domain name (in the amount of Twenty Seven Thousand Five Hundred ($27,500) plus interest accruing at an annual rate of five percent (5%) from April 27, 2013 the date of acquisition of such domain name through the date of the sale of such domain name", "probability": 0.002231403498129663 }, { "score": 6.691765308380127, "text": "If MusclePharm elects to not exercise or use all the rights granted by Endorser, MusclePharm's election shall not be interpreted or construed as a waiver or release of such rights.", "probability": 0.001230863364712039 }, { "score": 6.503336429595947, "text": "Set forth on Schedule 8(c) attached hereto is a true, complete, and accurate capitalization table of MusclePharm as of the date hereof on a fully diluted basis, taking into account all equity interests of MusclePharm issued or outstanding, or issuable upon conversion or exchange of any security, and any rights, options, or warrants or other agreements to acquire any such equity interests.", "probability": 0.0010194741619822844 }, { "score": 6.2230401039123535, "text": "For purposes of this Agreement, Licensed Products shall be considered \"sold\" upon the date when such Licensed Products are billed, invoiced, shipped, or paid for, whichever event occurs first.", "probability": 0.0007702737107547291 }, { "score": 6.059695720672607, "text": "In connection with the issuance of the Compensation Shares, but without limitation of Section 8(a) or the other terms and conditions in this Agreement, Lender hereby makes the following representations to MusclePharm regarding the Compensation Shares:", "probability": 0.0006541924256196701 }, { "score": 6.028088569641113, "text": "MusclePharm hereby engages Endorser and Endorser promises and agrees to hold himself available to use, evaluate, advertise and promote certain MusclePharm Products, as may be reasonably requested by MusclePharm in accordance with the terms and conditions set forth herein on a world-wide basis.", "probability": 0.0006338386241048329 }, { "score": 5.82456111907959, "text": "the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "probability": 0.0005171158524406564 }, { "score": 5.439126014709473, "text": "During", "probability": 0.00035171874312474755 }, { "score": 5.383785247802734, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video", "probability": 0.000332783145817294 }, { "score": 5.380558490753174, "text": "The offer to issue the Compensation Shares as compensation to Lender was directly communicated to Lender or its business or financial advisors by such a manner that it or such advisors were able to ask questions of and receive answers from MusclePharm or a person acting on its behalf concerning this Agreement.", "probability": 0.00033171106605622076 }, { "score": 5.212249755859375, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video. (iii) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year).", "probability": 0.0002803266617144729 }, { "score": 4.973438262939453, "text": "In connection with the issuance of the Compensation Shares, but without limitation of Section 8(a) or the other terms and conditions in this Agreement, Lender hereby makes the following representations to MusclePharm regarding the Compensation Shares:", "probability": 0.0002207749990878978 }, { "score": 4.961073398590088, "text": "Set forth on Schedule 8(c) attached hereto is a true, complete, and accurate capitalization table of MusclePharm as of the date hereof on a fully diluted basis, taking into account all equity interests of MusclePharm issued or outstanding, or issuable upon conversion or exchange of any security, and any rights, options, or warrants or other agreements to acquire any such equity interests. 9. Termination: (a) This Agreement may be terminated by MusclePharm only:", "probability": 0.00021806195395629617 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Change Of Control": [ { "score": 12.605445861816406, "text": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "probability": 0.34687286295859643 }, { "text": "", "score": 12.30233383178711, "probability": 0.2561712826527329 }, { "score": 12.125650405883789, "text": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.21468307432556913 }, { "score": 11.70034408569336, "text": "In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.14031032090514808 }, { "score": 9.06064224243164, "text": "This Agreement may be terminated by MusclePharm only:", "probability": 0.010015708437473415 }, { "score": 8.771028518676758, "text": "Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein.", "probability": 0.007497285191162344 }, { "score": 8.623977661132812, "text": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction", "probability": 0.0064720319924814725 }, { "score": 8.554693222045898, "text": "This Agreement may be terminated by the AS Parties only:", "probability": 0.006038802217204323 }, { "score": 7.279629707336426, "text": "This Agreement may be terminated by MusclePharm only", "probability": 0.0016873211773331216 }, { "score": 7.113408088684082, "text": "This Agreement may be terminated by the AS Parties only:", "probability": 0.0014289223381919215 }, { "score": 7.073163986206055, "text": "Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "probability": 0.0013725584060995026 }, { "score": 6.910150527954102, "text": "This Agreement may be terminated by the AS Parties only: (i) In the event MusclePharm shall default under any indebtedness or financial obligations owed by MusclePharm in an amount in excess of $1,000,000 including, without limitation, any failure to pay principal or interest thereon, and such event of default or condition shall continue after any applicable grace period specified in such agreement or instrument, and the effect of such event or condition results in an actual acceleration of the maturity of such indebtedness or obligations; and/or (ii) If MusclePharm (A) dissolves, liquidates or otherwise terminates its business or operations; (B) shall generally not pay its debts or obligations as the same become due; (C) commences or becomes the subject of any case or proceeding under the bankruptcy, insolvency or equivalent laws of the United States or any other jurisdiction in the Territory which is not dismissed within 45 days; (D) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official which is not dismissed within 45 days; (E) makes an assignment for the benefit of its creditors; or (F) takes corporate action in furtherance of any of the foregoing; and/or", "probability": 0.00116609783366246 }, { "score": 6.772414207458496, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "probability": 0.0010160541746937653 }, { "score": 6.764097213745117, "text": "This Agreement may be terminated by the AS Parties only: (i) In the event MusclePharm shall default under any indebtedness or financial obligations owed by MusclePharm in an amount in excess of $1,000,000 including, without limitation, any failure to pay principal or interest thereon, and such event of default or condition shall continue after any applicable grace period specified in such agreement or instrument, and the effect of such event or condition results in an actual acceleration of the maturity of such indebtedness or obligations; and/or (ii) If MusclePharm", "probability": 0.0010076387027338767 }, { "score": 6.761929988861084, "text": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement", "probability": 0.0010054572877254584 }, { "score": 6.5933685302734375, "text": "Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.0008494900863663591 }, { "score": 6.336623668670654, "text": "In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement", "probability": 0.0006571362700127707 }, { "score": 6.292618751525879, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.0006288460620530666 }, { "score": 6.2376813888549805, "text": "This Agreement may be terminated by MusclePharm only: (i) In the event Endorser is convicted of a felony.", "probability": 0.0005952307405784013 }, { "score": 6.109991550445557, "text": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties", "probability": 0.0005238782401809241 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Anti-Assignment": [ { "score": 13.611627578735352, "text": "Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties.", "probability": 0.14876316259206016 }, { "score": 13.434308052062988, "text": "Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "probability": 0.12459095380758144 }, { "score": 13.305191040039062, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "probability": 0.10949939124431643 }, { "score": 13.084228515625, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party.", "probability": 0.08779077839140399 }, { "score": 13.041882514953613, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "probability": 0.08415080314036955 }, { "score": 12.976409912109375, "text": "Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party.", "probability": 0.07881772135713584 }, { "score": 12.846363067626953, "text": "Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "probability": 0.06920623899289047 }, { "score": 12.81290054321289, "text": "Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "probability": 0.06692874145273352 }, { "score": 12.583984375, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party.", "probability": 0.053234800370339896 }, { "text": "", "score": 12.156414031982422, "probability": 0.03471396243853977 }, { "score": 12.144143104553223, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "probability": 0.034290592806110944 }, { "score": 11.862649917602539, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.025877603564968554 }, { "score": 11.651851654052734, "text": "Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "probability": 0.020959240096175138 }, { "score": 11.370359420776367, "text": "Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.01581703257648031 }, { "score": 10.867053985595703, "text": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "probability": 0.009561856811854702 }, { "score": 10.806116104125977, "text": "Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties", "probability": 0.008996575940721143 }, { "score": 10.589347839355469, "text": "The license granted by this Agreement is personal to MusclePharm. Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties.", "probability": 0.007243291927260054 }, { "score": 10.58556079864502, "text": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.007215913160826839 }, { "score": 10.445844650268555, "text": "In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.006274994446879154 }, { "score": 10.412028312683105, "text": "The license granted by this Agreement is personal to MusclePharm. Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "probability": 0.006066344881352037 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Revenue/Profit Sharing": [ { "score": 14.901921272277832, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.37719932577009835 }, { "score": 14.35450553894043, "text": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "probability": 0.21818820804033057 }, { "score": 14.07966423034668, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.16575598240678455 }, { "score": 13.947361946105957, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.14521485976386747 }, { "score": 12.259496688842773, "text": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above", "probability": 0.026852238279963424 }, { "text": "", "score": 12.054765701293945, "probability": 0.02188098932131602 }, { "score": 11.146265029907227, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products", "probability": 0.008820843681361127 }, { "score": 10.858550071716309, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products", "probability": 0.00661541520462491 }, { "score": 10.766960144042969, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video. (iii) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year).", "probability": 0.006036429139587738 }, { "score": 10.638969421386719, "text": "For the purpose of computing such pension, health and welfare benefit contributions and any other payments under any SAG or AFTRA contracts applicable to Endorser's appearance in such Training Video, 25% of the compensation payable to Endorser under this Agreement shall be allocated as fair and reasonable consideration for Endorser's work and appearance in the Training Video during the Term or thereafter during the Use-Up Period defined below.", "probability": 0.005311221850235739 }, { "score": 10.637994766235352, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video", "probability": 0.005306047762384636 }, { "score": 10.295329093933105, "text": "During the Term and during the sell-off period, MusclePharm shall make royalty payments in U.S. dollars for the respective quarters ending on the last day of September, December, March and June (each, a \"Royalty Period\") within thirty (30) days from the end of each quarterly period.", "probability": 0.0037666333239148673 }, { "score": 10.139344215393066, "text": "During the Term and during the sell-off period, MusclePharm shall make royalty payments in U.S. dollars for the respective quarters ending on the last day of September, December, March and June (each, a \"Royalty Period\") within thirty (30) days from the end of each quarterly period.", "probability": 0.0032226264874820635 }, { "score": 9.729722023010254, "text": "Within three (3) days of the execution and delivery of this Agreement and prior to any news release or public disclosure of the existence of this Agreement, its terms and conditions, or the relationship of the parties hereto, whether pursuant to a press release, a current report on Form 8-K or other filing with the Securities and Exchange Commission or otherwise (the \"Issuance Date\"), MusclePharm shall issue Lender 780,000 shares of MusclePharm's restricted stock (the \"Compensation Shares\"), for services performed and to be performed pursuant to this Agreement.", "probability": 0.002139505043139964 }, { "score": 8.847469329833984, "text": "(i) During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "probability": 0.0008854332735481268 }, { "score": 8.594179153442383, "text": "During the Term and during the sell-off period, MusclePharm shall make royalty payments in U.S. dollars for the respective quarters ending on the last day of September, December, March and June (each, a \"Royalty Period\") within thirty (30) days from the end of each quarterly period. Each such royalty payment shall include an itemized statement showing the nature and source of such royalties, including (i) the number of units of Licensed Products sold (by country and customer); (ii) the total number of units returned for which credit was given and the total dollar amount of such credits, and (iii) the total gross sales and the total royalties due with respect to such gross sales, and each itemized statement shall be certified by a duly authorized officer of MusclePharm.", "probability": 0.0006873110280347523 }, { "score": 8.439680099487305, "text": "If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties. (iv) All payments due hereunder shall be made in United States currency drawn on a United States bank, unless otherwise specified between the parties. (v) During the Term and during the sell-off period, MusclePharm shall make royalty payments in U.S. dollars for the respective quarters ending on the last day of September, December, March and June (each, a \"Royalty Period\") within thirty (30) days from the end of each quarterly period.", "probability": 0.0005889185385922009 }, { "score": 8.411283493041992, "text": "In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year).", "probability": 0.0005724304612835533 }, { "score": 8.243258476257324, "text": "7. Compensation: (a) Cash: (i) During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "probability": 0.00048389417990843766 }, { "score": 8.217706680297852, "text": "Within three (3) days of the execution and delivery of this Agreement and prior to any news release or public disclosure of the existence of this Agreement, its terms and conditions, or the relationship of the parties hereto, whether pursuant to a press release, a current report on Form 8-K or other filing with the Securities and Exchange Commission or otherwise (the \"Issuance Date\"), MusclePharm shall issue Lender 780,000 shares of MusclePharm's restricted stock (the \"Compensation Shares\"), for services performed and to be performed pursuant to this Agreement. All Compensation Shares will be fully vested upon issuance, and for a period of six (6) months following the date hereof, Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares.", "probability": 0.00047168644354136983 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Price Restrictions": [ { "score": 13.764071464538574, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.21019220922713844 }, { "score": 13.340503692626953, "text": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products.", "probability": 0.1376142694092492 }, { "score": 13.281583786010742, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.12974029422775885 }, { "score": 13.172462463378906, "text": "All Compensation Shares will be fully vested upon issuance, and for a period of six (6) months following the date hereof, Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares.", "probability": 0.1163279541394891 }, { "score": 13.03607177734375, "text": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "probability": 0.10149633677475639 }, { "score": 13.028035163879395, "text": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "probability": 0.1006839188650477 }, { "score": 12.48825740814209, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.058686419031471516 }, { "text": "", "score": 11.98489761352539, "probability": 0.035475720862055 }, { "score": 11.521878242492676, "text": "If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties.", "probability": 0.022327724828216333 }, { "score": 11.386713027954102, "text": "In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration.", "probability": 0.019504865700602374 }, { "score": 11.238924026489258, "text": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above", "probability": 0.016825152781051178 }, { "score": 10.853456497192383, "text": "Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares.", "probability": 0.01144333456908286 }, { "score": 10.345605850219727, "text": "In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year). (iv) Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products. The Production Day shall be for the purpose of MusclePharm shooting the Training Video. In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration.", "probability": 0.006886457348196141 }, { "score": 10.093871116638184, "text": "All Compensation Shares will be fully vested upon issuance, and for a period of six (6) months following the date hereof, Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares", "probability": 0.005353882754775144 }, { "score": 10.044568061828613, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products", "probability": 0.0050963214309420034 }, { "score": 10.01321792602539, "text": "For purposes of this Agreement, \"Net Sales\" shall mean MusclePharm's gross sales (the gross invoice amount billed customers) of the Licensed Products, less discounts and allowances actually shown on the invoice (except cash discounts, transportation costs and commissions not deductible in the calculation of Royalty) and less any bona fide returns (net of all returns actually made or allowed as supported by credit memoranda actually issued to the customers not to exceed 5% in any reporting cycle), the aggregate of which discounts and allowances shall not exceed 5% in any reporting cycle.", "probability": 0.004939029505993212 }, { "score": 9.949917793273926, "text": "Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products. The Production Day shall be for the purpose of MusclePharm shooting the Training Video. In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration.", "probability": 0.004636077873373179 }, { "score": 9.926475524902344, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video. (iii) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year).", "probability": 0.004528661650713915 }, { "score": 9.88976001739502, "text": "If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties", "probability": 0.004365404906144331 }, { "score": 9.770843505859375, "text": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto", "probability": 0.0038759641139432094 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Minimum Commitment": [ { "score": 13.981558799743652, "text": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products.", "probability": 0.3009841473909468 }, { "score": 13.13422966003418, "text": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "probability": 0.1289891712677323 }, { "score": 13.092008590698242, "text": "Notwithstanding the foregoing, Lender shall be entitled to receive a guaranteed minimum royalty for each Contract Year including the Additional Term, if any (the \"Guaranteed Minimum Royalty\"), payable in accordance with Exhibit \"C\" attached hereto.", "probability": 0.12365647867222183 }, { "score": 12.599933624267578, "text": "Notwithstanding the foregoing, Lender shall be entitled to receive a guaranteed minimum royalty for each Contract Year including the Additional Term, if any (the \"Guaranteed Minimum Royalty\"), payable in accordance with Exhibit \"C\" attached hereto.", "probability": 0.07559819607134215 }, { "score": 12.533531188964844, "text": "In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows: Contract Year Minimum Royalty Timing of Payment Four $2,500,000 $833,333.33 payment due on the following dates: July 23, 2016; October 1, 2016; February 1, 2017 Five $2,500,000 $833,333.33 payment due on the following dates: July 23, 2017; October 1, 2017; February 1, 2018 Six $2,500,000 $833,333.33 payment due on the following dates: July 23, 2018; October 1, 2018; February 1, 2019", "probability": 0.07074133008936713 }, { "text": "", "score": 12.177633285522461, "probability": 0.049557424230766985 }, { "score": 11.859941482543945, "text": "In the event that the Second Renewal Threshold is achieved in the Sixth Contract Year, during the Second Additional Term the Minimum Royalty and Timing of Payment shall be as follows: Contract Year Minimum Royalty Timing of Payment", "probability": 0.03606923477482647 }, { "score": 11.83407211303711, "text": "In the event that the Second Renewal Threshold is achieved in the Sixth Contract Year, during the Second Additional Term the Minimum Royalty and Timing of Payment shall be as follows:", "probability": 0.03514811221180522 }, { "score": 11.743230819702148, "text": "In the event that the Second Renewal Threshold is achieved in the Sixth Contract Year, during the Second Additional Term the Minimum Royalty and Timing of Payment shall be as follows: Contract Year Minimum Royalty Timing of Payment Seven $5,000,000 $1,666,666.66 payment due on the following dates: July 23, 2019; October 1, 2019; February 1, 2020 Eight $5,000,000 $1,666,666.66 payment due on the following dates: July 23, 2020; October 1, 2020; February 1, 2021 Nine $5,000,000 $1,666,666.66 payment due on the following dates: July 23, 2021; October 1, 2021; February 1, 2022", "probability": 0.032095942389839115 }, { "score": 11.400541305541992, "text": "In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows: Contract Year Minimum Royalty Timing of Payment", "probability": 0.022783580036775778 }, { "score": 11.107837677001953, "text": "Notwithstanding the foregoing, Lender shall be entitled to receive a guaranteed minimum royalty for each Contract Year including the Additional Term, if any (the \"Guaranteed Minimum Royalty\"), payable in accordance with Exhibit \"C\" attached hereto. 8. Stock: (a) Within three (3) days of the execution and delivery of this Agreement and prior to any news release or public disclosure of the existence of this Agreement, its terms and conditions, or the relationship of the parties hereto, whether pursuant to a press release, a current report on Form 8-K or other filing with the Securities and Exchange Commission or otherwise (the \"Issuance Date\"), MusclePharm shall issue Lender 780,000 shares of MusclePharm's restricted stock (the \"Compensation Shares\"), for services performed and to be performed pursuant to this Agreement.", "probability": 0.017002093340383093 }, { "score": 10.968389511108398, "text": "Section (2) Guaranteed Minimum Royalty during the First Additional Term: In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows: Contract Year Minimum Royalty Timing of Payment Four $2,500,000 $833,333.33 payment due on the following dates: July 23, 2016; October 1, 2016; February 1, 2017 Five $2,500,000 $833,333.33 payment due on the following dates: July 23, 2017; October 1, 2017; February 1, 2018 Six $2,500,000 $833,333.33 payment due on the following dates: July 23, 2018; October 1, 2018; February 1, 2019", "probability": 0.014789068725630631 }, { "score": 10.88642692565918, "text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so.", "probability": 0.013625264085755153 }, { "score": 10.862605094909668, "text": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products", "probability": 0.013304520863952169 }, { "score": 10.852500915527344, "text": "Guaranteed Minimum Royalty during the First Additional Term: In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows: Contract Year Minimum Royalty Timing of Payment Four $2,500,000 $833,333.33 payment due on the following dates: July 23, 2016; October 1, 2016; February 1, 2017 Five $2,500,000 $833,333.33 payment due on the following dates: July 23, 2017; October 1, 2017; February 1, 2018 Six $2,500,000 $833,333.33 payment due on the following dates: July 23, 2018; October 1, 2018; February 1, 2019", "probability": 0.013170766475676098 }, { "score": 10.768324851989746, "text": "In addition, MusclePharm shall send, at its expense, at a minimum, two (2) representative samples of each Licensed Products, at each of the concept, pre-production and production stages, to the AS Parties at the address set forth in Section 20 below for prior approval.", "probability": 0.012107482490600618 }, { "score": 10.766915321350098, "text": "In the event that the Second Renewal Threshold is achieved in the Sixth Contract Year, during the Second Additional Term the Minimum Royalty and Timing of Payment shall be as follows: Contract Year Minimum Royalty Timing of Payment Seven $5,000,000 $1,666,666.66 payment due on the following dates: July 23, 2019; October 1, 2019; February 1, 2020", "probability": 0.012090428644843682 }, { "score": 10.581220626831055, "text": "In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows: Contract Year Minimum Royalty Timing of Payment Four $2,500,000 $833,333.33 payment due on the following dates: July 23, 2016; October 1, 2016; February 1, 2017 Five $2,500,000 $833,333.33 payment due on the following dates: July 23, 2017; October 1, 2017; February 1, 2018 Six $2,500,000 $833,333.33 payment due on the following dates: July 23, 2018; October 1, 2018; February 1, 2019\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n Section (3) Guaranteed Minimum Royalty during the Second Additional Term: In the event that the Second Renewal Threshold is achieved in the Sixth Contract Year, during the Second Additional Term the Minimum Royalty and Timing of Payment shall be as follows:", "probability": 0.010041428891163629 }, { "score": 10.536897659301758, "text": "MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products. Notwithstanding the foregoing, Lender shall be entitled to receive a guaranteed minimum royalty for each Contract Year including the Additional Term, if any (the \"Guaranteed Minimum Royalty\"), payable in accordance with Exhibit \"C\" attached hereto.", "probability": 0.009606082162411338 }, { "score": 10.430816650390625, "text": "In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows:", "probability": 0.008639247183959796 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Volume Restriction": [ { "score": 13.656004905700684, "text": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products.", "probability": 0.2044053154427429 }, { "score": 13.466575622558594, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.1691313412002753 }, { "score": 13.330717086791992, "text": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "probability": 0.14764593023064548 }, { "score": 12.938146591186523, "text": "In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration.", "probability": 0.09970806322565051 }, { "score": 12.71841812133789, "text": "All Compensation Shares will be fully vested upon issuance, and for a period of six (6) months following the date hereof, Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares.", "probability": 0.08003932518677156 }, { "score": 12.704399108886719, "text": "Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products. The Production Day shall be for the purpose of MusclePharm shooting the Training Video. In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration.", "probability": 0.07892508143761026 }, { "text": "", "score": 12.11244010925293, "probability": 0.04366470311304418 }, { "score": 12.005610466003418, "text": "Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products.", "probability": 0.03924054107225855 }, { "score": 11.751656532287598, "text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so.", "probability": 0.03043996824154856 }, { "score": 11.438650131225586, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.022259081633014054 }, { "score": 11.005274772644043, "text": "In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year). (iv) Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products. The Production Day shall be for the purpose of MusclePharm shooting the Training Video. In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration.", "probability": 0.014430943135944539 }, { "score": 10.81099796295166, "text": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "probability": 0.01188287063091091 }, { "score": 10.649951934814453, "text": "All Compensation Shares will be fully vested upon issuance, and for a period of six (6) months following the date hereof, Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares", "probability": 0.01011532794966845 }, { "score": 10.629049301147461, "text": "For purposes of this Agreement, \"Net Sales\" shall mean MusclePharm's gross sales (the gross invoice amount billed customers) of the Licensed Products, less discounts and allowances actually shown on the invoice (except cash discounts, transportation costs and commissions not deductible in the calculation of Royalty) and less any bona fide returns (net of all returns actually made or allowed as supported by credit memoranda actually issued to the customers not to exceed 5% in any reporting cycle), the aggregate of which discounts and allowances shall not exceed 5% in any reporting cycle.", "probability": 0.009906085433413642 }, { "score": 10.366868019104004, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products", "probability": 0.007621460183684337 }, { "score": 10.327080726623535, "text": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products", "probability": 0.007324176197077771 }, { "score": 10.306486129760742, "text": "In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year). (iv) Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products.", "probability": 0.00717488036151218 }, { "score": 10.20555305480957, "text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term),", "probability": 0.006486045430156993 }, { "score": 10.002785682678223, "text": "In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration", "probability": 0.005295649529920592 }, { "score": 9.79526138305664, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video. (iii) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year).", "probability": 0.004303210364149043 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Ip Ownership Assignment": [ { "score": 12.61349868774414, "text": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "probability": 0.2731794756287748 }, { "text": "", "score": 12.284639358520508, "probability": 0.1966193586074128 }, { "score": 12.121237754821777, "text": "MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them).", "probability": 0.1669790016924451 }, { "score": 11.636566162109375, "text": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties. All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms's sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.", "probability": 0.10284227186685972 }, { "score": 10.930543899536133, "text": "Notwithstanding the foregoing, the MusclePharm trade name, any MusclePharm trademarks, and MusclePharm logo used on the Licensed Products shall remain the property of MusclePharm.", "probability": 0.05076332834133322 }, { "score": 10.887351989746094, "text": "All formulas used in the Licensed Products shall remain the property of MusclePharm, but all rights in any packaging, promotional materials, and websites of the Licensed Products (including, without limitation, pictures, the name, logos and trade dress) and all intellectual property of the AS Parties shall revert back or otherwise be vested in the AS Parties; provided, however, that the MusclePharm trade name, any MusclePharm trademarks, and MusclePharm logo used on the Licensed Products shall remain the property of MusclePharm.", "probability": 0.04861743935796413 }, { "score": 10.565207481384277, "text": "All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms's sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.", "probability": 0.035227879230228826 }, { "score": 10.42046070098877, "text": "MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties.", "probability": 0.030480618186113854 }, { "score": 10.041680335998535, "text": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties", "probability": 0.020869956720466643 }, { "score": 9.885110855102539, "text": "The license granted by this Agreement is personal to MusclePharm.", "probability": 0.017845317813019717 }, { "score": 9.778848648071289, "text": "MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties. (d) MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights. (e) MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them).", "probability": 0.016046310686630202 }, { "score": 9.518705368041992, "text": "MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them", "probability": 0.012370760691281889 }, { "score": 9.468267440795898, "text": "All formulas used in the Licensed Products shall remain the property of MusclePharm, but all rights in any packaging, promotional materials, and websites of the Licensed Products (including, without limitation, pictures, the name, logos and trade dress) and all intellectual property of the AS Parties shall revert back or otherwise be vested in the AS Parties; provided, however, that the MusclePharm trade name, any MusclePharm trademarks, and MusclePharm logo used on the Licensed Products shall remain the property of MusclePharm", "probability": 0.011762279422317685 }, { "score": 8.374208450317383, "text": "Any trademark used as a brand for an individual product in the AS Product Line, as opposed to a brand for the line of products, whether or not is based upon or derived from the Name and Appearance Rights or is independently developed also shall be owned by the AS Parties (as among them, to be determined among them) and as shall be included within the defined term Trademarks as used in this Agreement. Notwithstanding the foregoing, the MusclePharm trade name, any MusclePharm trademarks, and MusclePharm logo used on the Licensed Products shall remain the property of MusclePharm.", "probability": 0.0039386529013542655 }, { "score": 8.092702865600586, "text": "MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights. (e) MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them).", "probability": 0.002972291419081938 }, { "score": 8.061199188232422, "text": "Notwithstanding the foregoing, the MusclePharm trade name, any MusclePharm trademarks, and MusclePharm logo used on the Licensed Products shall remain the property of MusclePharm", "probability": 0.0028801129137804382 }, { "score": 7.969895362854004, "text": "MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties", "probability": 0.0026287952836052536 }, { "score": 7.363471031188965, "text": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties. All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms's sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement", "probability": 0.0014334746791209356 }, { "score": 7.272373676300049, "text": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "probability": 0.0013086603594772044 }, { "score": 7.213642120361328, "text": "MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties.", "probability": 0.0012340141987309888 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.190262794494629, "probability": 0.9501713265439571 }, { "score": 8.759740829467773, "text": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "probability": 0.03075708416405771 }, { "score": 7.616963863372803, "text": "MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them). MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "probability": 0.009809422280272286 }, { "score": 6.573184013366699, "text": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties", "probability": 0.0034541055255005388 }, { "score": 5.932084560394287, "text": "MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them).", "probability": 0.0018193223161148116 }, { "score": 5.43040657043457, "text": "MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them). MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties", "probability": 0.001101624697678169 }, { "score": 5.205147743225098, "text": "MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties.", "probability": 0.0008794375362585258 }, { "score": 5.167997360229492, "text": "Any trademarks and trade dress used as the brand of the AS Product Line shall be owned by the AS Parties (as among them, to be determined among them) and shall be included within the defined term Trademarks as used in this Agreement.", "probability": 0.0008473655272740597 }, { "score": 4.453585147857666, "text": "The parties hereby agree that within four (4) business days after the execution and delivery of this Agreement and within four (4) business days after the launch of the Licensed Products, the parties hereto shall issue a joint press release in form and substance mutually agreeable to the parties hereto.", "probability": 0.00041476825576390955 }, { "score": 3.6259469985961914, "text": "MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them", "probability": 0.00018128706967155975 }, { "score": 3.2308952808380127, "text": "MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights. (e) MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them). MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "probability": 0.00012212316411205318 }, { "score": 3.090061902999878, "text": "All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms's sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.", "probability": 0.00010608033660456535 }, { "score": 2.8380842208862305, "text": "MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties", "probability": 8.245222357730228e-05 }, { "score": 2.7021076679229736, "text": "Muscle", "probability": 7.196950333356706e-05 }, { "score": 2.1188368797302246, "text": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties. All", "probability": 4.0164024269732285e-05 }, { "score": 2.020169258117676, "text": "Notwithstanding the foregoing, the MusclePharm trade name, any MusclePharm trademarks, and MusclePharm logo used on the Licensed Products shall remain the property of MusclePharm.", "probability": 3.639036546828669e-05 }, { "score": 2.0038437843322754, "text": "(e) MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them). MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "probability": 3.5801098628577295e-05 }, { "score": 1.590166449546814, "text": "This Agreement may be terminated by the AS Parties only:", "probability": 2.3672197212289125e-05 }, { "score": 1.5593302249908447, "text": "MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them). Muscle", "probability": 2.2953375849859053e-05 }, { "score": 1.546015977859497, "text": "MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights. (e) MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them).", "probability": 2.264979439517437e-05 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__License Grant": [ { "text": "", "score": 11.762334823608398, "probability": 0.42342410367242006 }, { "score": 11.120161056518555, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein.", "probability": 0.22278351581186293 }, { "score": 10.142741203308105, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites).", "probability": 0.08382913881665514 }, { "score": 9.810972213745117, "text": "As provided below, during the Term, the AS Parties grant to MusclePharm the right to use the Trademarks as defined in this Agreement and the Name and Appearance Rights, which shall include Endorser's name, approved photograph, approved picture (including, without limitation, any copyrighted pictures and video images of the Endorser owned by the Endorser which Endorser agrees to make available for use hereunder), approved appearance, or approved likeness, including video and other recordings of Endorser's appearance, along with the right to use Endorser's voice, including audio or other recordings of Endorser's voice, Endorser's signature, personal or professional background and experience, reputation, approved quotations and approved endorsements, or approved paraphrases of Endorser's approved quotations and endorsements, including approved touch-ups, approved simulations or approved compositions of any of the above whether generated by computer or by any other means, for the period of time and for the purposes set forth in this Agreement.", "probability": 0.060160240425059984 }, { "score": 9.518470764160156, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products.", "probability": 0.044903252302353786 }, { "score": 9.160628318786621, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein. MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n (c) Editorial Uses. Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser.", "probability": 0.031395600797303316 }, { "score": 8.945695877075195, "text": "Endorser also agrees to the use on a world-wide basis (as specified pursuant to Section 6 below and subject to the terms and conditions of this Agreement), during the Term, of his Name and Appearance Rights to advertise and promote the business of MusclePharm, its Products, and the Licensed Products.", "probability": 0.02532356384113453 }, { "score": 8.830926895141602, "text": "Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser.", "probability": 0.0225777827243249 }, { "score": 8.69938850402832, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear. Endorser will have the right to approve, in writing via his representative's office, all advertising materials which utilize Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests. (c) Use of Endorsements. During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products.", "probability": 0.01979497200565172 }, { "score": 8.55713176727295, "text": "The license granted by this Agreement is personal to MusclePharm.", "probability": 0.01717012971433253 }, { "score": 7.846766471862793, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products. Endorser shall have the right to approve such oral or written endorsements and the use thereof, such approval not to be unreasonably withheld or delayed. (d) Use-Up Period. During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\"). MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement. (e) Promotional Products. During the Term, MusclePharm shall have the right to create and distribute the Promotional Products world- wide.", "probability": 0.008438511531083673 }, { "score": 7.6703362464904785, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear. Endorser will have the right to approve, in writing via his representative's office, all advertising materials which utilize Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests. (c) Use of Endorsements. During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products. Endorser shall have the right to approve such oral or written endorsements and the use thereof, such approval not to be unreasonably withheld or delayed.", "probability": 0.007073643606871718 }, { "score": 7.528426647186279, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products", "probability": 0.006137798390293594 }, { "score": 7.256187915802002, "text": "Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser. For purposes of this Agreement, MusclePharm's editorial use of Endorser's Name and Appearance shall mean a use that does not directly promote, advertise or endorse MusclePharm's business, its Products or Licensed Products. Nothing in this Section 6(c) shall entitle MusclePharm to reduce Endorser's compensation pursuant to Section 7 and Section 8 of this Agreement (including, without limitation, with respect to any renewal Term, if any). (d) Discretion to Utilize. Except as otherwise provided in this Agreement, MusclePharm may in its sole discretion exercise some or all of the rights granted by Endorser in this Agreement, but MusclePharm shall have no obligation to exercise or use the rights Endorser has granted. If MusclePharm elects to not exercise or use all the rights granted by Endorser, MusclePharm's election shall not be interpreted or construed as a waiver or release of such rights. MusclePharm shall have the rights to use Endorser's Name and Appearance Rights and the Right to Publicize Endorser's Name and Appearance, as provided in this Agreement, unless Endorser and MusclePharm enter into a separate written agreement in which MusclePharm waives or releases some or all of the rights Endorser has granted in this Agreement.", "probability": 0.004674991656895046 }, { "score": 7.210780143737793, "text": "The license granted by this Agreement is personal to MusclePharm.", "probability": 0.0044674581754698146 }, { "score": 7.11723518371582, "text": "Endorser also agrees to the use on a world-wide basis (as specified pursuant to Section 6 below and subject to the terms and conditions of this Agreement), during the Term, of his Name and Appearance Rights to advertise and promote the business of MusclePharm, its Products, and the Licensed Products.", "probability": 0.004068501077651895 }, { "score": 7.105706691741943, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products.", "probability": 0.004021866724016406 }, { "score": 7.055668830871582, "text": "Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser.", "probability": 0.003825573127034567 }, { "score": 6.873371124267578, "text": "As provided below, during the Term, the AS Parties grant to MusclePharm the right to use the Trademarks as defined in this Agreement and the Name and Appearance Rights, which shall include Endorser's name, approved photograph, approved picture (including, without limitation, any copyrighted pictures and video images of the Endorser owned by the Endorser which Endorser agrees to make available for use hereunder), approved appearance, or approved likeness, including video and other recordings of Endorser's appearance, along with the right to use Endorser's voice, including audio or other recordings of Endorser's voice, Endorser's signature, personal or professional background and experience, reputation, approved quotations and approved endorsements, or approved paraphrases of Endorser's approved quotations and endorsements, including approved touch-ups, approved simulations or approved compositions of any of the above whether generated by computer or by any other means, for the period of time and for the purposes set forth in this Agreement. MusclePharm acknowledges that the use of some works may require that MusclePharm obtain a copyright license from third parties. (b) Promotional Uses. During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm", "probability": 0.003188053640640316 }, { "score": 6.72239351272583, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear. Endorser will have the right to approve, in writing via his representative's office, all advertising materials which utilize Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests. (c) Use of Endorsements. During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products", "probability": 0.0027413019589441175 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Transferable License": [ { "text": "", "score": 12.010122299194336, "probability": 0.5007319093661844 }, { "score": 11.589883804321289, "text": "Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties.", "probability": 0.32892585214426096 }, { "score": 9.393184661865234, "text": "In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.03656652518590465 }, { "score": 9.353067398071289, "text": "The license granted by this Agreement is personal to MusclePharm. Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties.", "probability": 0.035128611669301604 }, { "score": 9.003501892089844, "text": "Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties", "probability": 0.024765472363982518 }, { "score": 8.707962989807129, "text": "MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.018428742485627377 }, { "score": 8.283330917358398, "text": "MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties.", "probability": 0.012052588678797407 }, { "score": 7.752786636352539, "text": "Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party.", "probability": 0.007090353398729336 }, { "score": 7.5654473304748535, "text": "MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party.", "probability": 0.005879054079269125 }, { "score": 7.4846014976501465, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.005422462484852172 }, { "score": 7.2730255126953125, "text": "The license granted by this Agreement is personal to MusclePharm.", "probability": 0.004388441094732683 }, { "score": 7.135797023773193, "text": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.003825715740203151 }, { "score": 7.097315311431885, "text": "MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "probability": 0.0036812923001471798 }, { "score": 6.846273899078369, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein.", "probability": 0.002864009157946619 }, { "score": 6.776938438415527, "text": "Lender has been informed and understands that (i) there are substantial restrictions on the transferability of the Compensation Shares, and (ii) no federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation nor endorsement, of the Compensation Shares.", "probability": 0.002672159604296782 }, { "score": 6.7666850090026855, "text": "The license granted by this Agreement is personal to MusclePharm. Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties", "probability": 0.002644900791387193 }, { "score": 6.342085838317871, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party.", "probability": 0.001729849457504571 }, { "score": 5.976717948913574, "text": "MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "probability": 0.001200413999088181 }, { "score": 5.873953819274902, "text": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "probability": 0.0010831813081598706 }, { "score": 5.7089996337890625, "text": "Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "probability": 0.000918464689624095 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.080229759216309, "probability": 0.5925687570831879 }, { "score": 10.980794906616211, "text": "As provided below, during the Term, the AS Parties grant to MusclePharm the right to use the Trademarks as defined in this Agreement and the Name and Appearance Rights, which shall include Endorser's name, approved photograph, approved picture (including, without limitation, any copyrighted pictures and video images of the Endorser owned by the Endorser which Endorser agrees to make available for use hereunder), approved appearance, or approved likeness, including video and other recordings of Endorser's appearance, along with the right to use Endorser's voice, including audio or other recordings of Endorser's voice, Endorser's signature, personal or professional background and experience, reputation, approved quotations and approved endorsements, or approved paraphrases of Endorser's approved quotations and endorsements, including approved touch-ups, approved simulations or approved compositions of any of the above whether generated by computer or by any other means, for the period of time and for the purposes set forth in this Agreement.", "probability": 0.19736051060360935 }, { "score": 10.06658935546875, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein.", "probability": 0.07910898891782114 }, { "score": 9.28701400756836, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites).", "probability": 0.03627943893746312 }, { "score": 8.931022644042969, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products.", "probability": 0.025412973130739064 }, { "score": 8.345306396484375, "text": "Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser.", "probability": 0.014147579498139017 }, { "score": 8.045064926147461, "text": "The license granted by this Agreement is personal to MusclePharm.", "probability": 0.010478254177690726 }, { "score": 7.9871320724487305, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear. Endorser will have the right to approve, in writing via his representative's office, all advertising materials which utilize Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests. (c) Use of Endorsements. During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products.", "probability": 0.00988846795576452 }, { "score": 7.606406211853027, "text": "The license granted by this Agreement is personal to MusclePharm.", "probability": 0.006757434894874296 }, { "score": 7.104817867279053, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear. Endorser will have the right to approve, in writing via his representative's office, all advertising materials which utilize Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests. (c) Use of Endorsements. During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products. Endorser shall have the right to approve such oral or written endorsements and the use thereof, such approval not to be unreasonably withheld or delayed.", "probability": 0.004092086636576999 }, { "score": 6.960667610168457, "text": "As provided below, during the Term, the AS Parties grant to MusclePharm the right to use the Trademarks as defined in this Agreement and the Name and Appearance Rights, which shall include Endorser's name, approved photograph, approved picture (including, without limitation, any copyrighted pictures and video images of the Endorser owned by the Endorser which Endorser agrees to make available for use hereunder), approved appearance, or approved likeness, including video and other recordings of Endorser's appearance, along with the right to use Endorser's voice, including audio or other recordings of Endorser's voice, Endorser's signature, personal or professional background and experience, reputation, approved quotations and approved endorsements, or approved paraphrases of Endorser's approved quotations and endorsements, including approved touch-ups, approved simulations or approved compositions of any of the above whether generated by computer or by any other means, for the period of time and for the purposes set forth in this Agreement. MusclePharm acknowledges that the use of some works may require that MusclePharm obtain a copyright license from third parties.", "probability": 0.003542755318436378 }, { "score": 6.9271979331970215, "text": "Endorser also agrees to the use on a world-wide basis (as specified pursuant to Section 6 below and subject to the terms and conditions of this Agreement), during the Term, of his Name and Appearance Rights to advertise and promote the business of MusclePharm, its Products, and the Licensed Products.", "probability": 0.003426142819436522 }, { "score": 6.768681049346924, "text": "As provided below, during the Term, the AS Parties grant to MusclePharm the right to use the Trademarks as defined in this Agreement and the Name and Appearance Rights, which shall include Endorser's name, approved photograph, approved picture (including, without limitation, any copyrighted pictures and video images of the Endorser owned by the Endorser which Endorser agrees to make available for use hereunder), approved appearance, or approved likeness, including video and other recordings of Endorser's appearance, along with the right to use Endorser's voice, including audio or other recordings of Endorser's voice, Endorser's signature, personal or professional background and experience, reputation, approved quotations and approved endorsements, or approved paraphrases of Endorser's approved quotations and endorsements, including approved touch-ups, approved simulations or approved compositions of any of the above whether generated by computer or by any other means, for the period of time and for the purposes set forth in this Agreement", "probability": 0.0029238995922353755 }, { "score": 6.650586128234863, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products", "probability": 0.0025982113890413157 }, { "score": 6.579241752624512, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products.", "probability": 0.002419301604642685 }, { "score": 6.5291314125061035, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.0023010569601723332 }, { "score": 6.47341251373291, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products. Endorser shall have the right to approve such oral or written endorsements and the use thereof, such approval not to be unreasonably withheld or delayed. (d) Use-Up Period. During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\"). MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement.", "probability": 0.002176351098742458 }, { "score": 6.111026287078857, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear. Endorser will have the right to approve, in writing via his representative's office, all advertising materials which utilize Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests. (c) Use of Endorsements. During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products", "probability": 0.0015147697388451177 }, { "score": 6.103987693786621, "text": "MusclePharm acknowledges that the use of some works may require that MusclePharm obtain a copyright license from third parties. (b) Promotional Uses. During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein.", "probability": 0.0015041453250485164 }, { "score": 6.10047721862793, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products. Endorser shall have the right to approve such oral or written endorsements and the use thereof, such approval not to be unreasonably withheld or delayed. (d) Use-Up Period. During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\"). MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement. (e) Promotional Products. During the Term, MusclePharm shall have the right to create and distribute the Promotional Products world- wide.", "probability": 0.0014988743175334191 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.178197860717773, "probability": 0.9820676504658739 }, { "score": 7.578404426574707, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein.", "probability": 0.00987362205516553 }, { "score": 6.86328125, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites).", "probability": 0.004829503105955885 }, { "score": 4.793422698974609, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein.", "probability": 0.0006095008318425419 }, { "score": 4.212153434753418, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein. MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n (c) Editorial Uses. Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser. For purposes of this Agreement, MusclePharm's editorial use of Endorser's Name and Appearance shall mean a use that does not directly promote, advertise or endorse MusclePharm's business, its Products or Licensed Products.", "probability": 0.00034082564771194116 }, { "score": 4.204643249511719, "text": "MusclePharm Corporation", "probability": 0.00033827557172000074 }, { "score": 4.123462677001953, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products.", "probability": 0.0003118992726902718 }, { "score": 4.1141743659973145, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein. MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n (c) Editorial Uses. Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser.", "probability": 0.0003090156678838718 }, { "score": 3.6706879138946533, "text": "For purposes of this Agreement, MusclePharm's editorial use of Endorser's Name and Appearance shall mean a use that does not directly promote, advertise or endorse MusclePharm's business, its Products or Licensed Products.", "probability": 0.00019832468852039128 }, { "score": 3.4946327209472656, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear.", "probability": 0.00016630947096972682 }, { "score": 3.4689383506774902, "text": "MusclePharm Corporation with its principal place of business in Denver, Colorado and its subsidiaries, (collectively, \"MusclePharm\" or the \"Company\").", "probability": 0.0001620906854629061 }, { "score": 3.233480930328369, "text": "MusclePharm", "probability": 0.00012808556857588714 }, { "score": 3.0955426692962646, "text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "probability": 0.00011158205996653571 }, { "score": 3.0827977657318115, "text": "Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser. For purposes of this Agreement, MusclePharm's editorial use of Endorser's Name and Appearance shall mean a use that does not directly promote, advertise or endorse MusclePharm's business, its Products or Licensed Products.", "probability": 0.00011016898127600721 }, { "score": 2.984818935394287, "text": "Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser.", "probability": 9.988670064693447e-05 }, { "score": 2.901953935623169, "text": "MusclePharm shall have the rights to use Endorser's Name and Appearance Rights and the Right to Publicize Endorser's Name and Appearance, as provided in this Agreement, unless Endorser and MusclePharm enter into a separate written agreement in which MusclePharm waives or releases some or all of the rights Endorser has granted in this Agreement.", "probability": 9.194325105457781e-05 }, { "score": 2.63624906539917, "text": "The license granted by this Agreement is personal to MusclePharm.", "probability": 7.048970565933885e-05 }, { "score": 2.4852614402770996, "text": "Endorser also agrees to the use on a world-wide basis (as specified pursuant to Section 6 below and subject to the terms and conditions of this Agreement), during the Term, of his Name and Appearance Rights to advertise and promote the business of MusclePharm, its Products, and the Licensed Products.", "probability": 6.061116124142791e-05 }, { "score": 2.4786341190338135, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear. Endorser will have the right to approve, in writing via his representative's office, all advertising materials which utilize Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests.", "probability": 6.021079973248727e-05 }, { "score": 2.475198745727539, "text": "The license granted by this Agreement is personal to MusclePharm.", "probability": 6.000430804942575e-05 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.71243953704834, "probability": 0.5659767007486537 }, { "score": 11.123444557189941, "text": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products.", "probability": 0.3140517975777479 }, { "score": 9.838767051696777, "text": "MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products.", "probability": 0.08691063677451477 }, { "score": 8.268319129943848, "text": "Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products.", "probability": 0.018073242064928625 }, { "score": 6.918303966522217, "text": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products", "probability": 0.004685240938805951 }, { "score": 6.442898750305176, "text": "MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products", "probability": 0.0029125008940382607 }, { "score": 6.268467903137207, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein. MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products.", "probability": 0.0024463112523266106 }, { "score": 5.76899528503418, "text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so.", "probability": 0.0014845454937414619 }, { "score": 5.222081184387207, "text": "Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products", "probability": 0.0008591554217081939 }, { "score": 4.894285678863525, "text": "In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year). (iv) Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products.", "probability": 0.0006190303693266758 }, { "score": 4.4744038581848145, "text": "In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make four (4) personal appearances (\"Appearances\") in the First Contract Year on dates, times and places mutually agreed upon by the parties hereto.", "probability": 0.0004067800056795131 }, { "score": 4.045686721801758, "text": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year,", "probability": 0.0002649537748748974 }, { "score": 3.9283742904663086, "text": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n (i) Representations and Warranties. Endorser expressly represents and warrants that he is not subject to any restriction or limitation by way of employment or contractual obligation that may impair or limit his performance of the advertising and promotional activities described above, and that Endorser has the express approval of any third party to make the promises and commitments set forth herein, and will advise any future employer of his obligations hereunder.", "probability": 0.00023562532676466862 }, { "score": 3.8319592475891113, "text": "End", "probability": 0.00021396830618699992 }, { "score": 3.7822296619415283, "text": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "probability": 0.00020358799442842033 }, { "score": 3.523392677307129, "text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so. (c) The Licensed Products shall be of the highest quality and manufactured, produced, sold, distributed and promoted in strict compliance with all applicable laws and regulations, and be of substantially the same or better quality as the samples previously submitted by MusclePharm. MusclePharm shall be responsible for ensuring that the products are properly designed and manufactured for safe use and shall promptly and fairly address and resolve all consumer complaints and warranty claims. MusclePharm hereby acknowledges that the AS Parties are not competent to determine whether the products are safe for sale and/or distribution to the public at large.", "probability": 0.00015715951864347152 }, { "score": 3.45955753326416, "text": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites).", "probability": 0.00014744071868878 }, { "score": 3.4347422122955322, "text": "Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products. The Production Day shall be for the purpose of MusclePharm shooting the Training Video.", "probability": 0.00014382695374369592 }, { "score": 3.1503264904022217, "text": "In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year).", "probability": 0.00010822313330896514 }, { "score": 3.064002275466919, "text": "Endorser also agrees to the use on a world-wide basis (as specified pursuant to Section 6 below and subject to the terms and conditions of this Agreement), during the Term, of his Name and Appearance Rights to advertise and promote the business of MusclePharm, its Products, and the Licensed Products.", "probability": 9.927273188842262e-05 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.038713455200195, "probability": 0.979107643376161 }, { "score": 8.067380905151367, "text": "MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products.", "probability": 0.01845451468290846 }, { "score": 5.128937721252441, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein.", "probability": 0.0009771313976063099 }, { "score": 5.071995258331299, "text": "During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\").", "probability": 0.0009230456309921528 }, { "score": 3.083606719970703, "text": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "probability": 0.00012637960711926082 }, { "score": 2.969733238220215, "text": "MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products", "probability": 0.00011277747741991202 }, { "score": 2.592529058456421, "text": "This Agreement may be terminated by the AS Parties only:", "probability": 7.734009164188007e-05 }, { "score": 2.0350029468536377, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein.", "probability": 4.42867865033975e-05 }, { "score": 1.831888198852539, "text": "Muscle", "probability": 3.614619226409568e-05 }, { "score": 1.4134600162506104, "text": "The license granted by this Agreement is personal to MusclePharm.", "probability": 2.3787100284691248e-05 }, { "score": 1.2931228876113892, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein. MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n (c) Editorial Uses. Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser.", "probability": 2.1090154079144503e-05 }, { "score": 1.1960525512695312, "text": "MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement.", "probability": 1.913914977967824e-05 }, { "score": 1.1533454656600952, "text": "During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products. Endorser shall have the right to approve such oral or written endorsements and the use thereof, such approval not to be unreasonably withheld or delayed. (d) Use-Up Period. During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\").", "probability": 1.8338980534804785e-05 }, { "score": 0.5527310371398926, "text": "(viii) MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products.", "probability": 1.005846380553452e-05 }, { "score": 0.489199161529541, "text": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties", "probability": 9.439307072946891e-06 }, { "score": 0.4222910404205322, "text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein. MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n (c) Editorial Uses. Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser. For purposes of this Agreement, MusclePharm's editorial use of Endorser's Name and Appearance shall mean a use that does not directly promote, advertise or endorse MusclePharm's business, its Products or Licensed Products.", "probability": 8.828405785434643e-06 }, { "score": 0.3592294454574585, "text": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement:", "probability": 8.288863427352467e-06 }, { "score": 0.346169650554657, "text": "This Agreement may be terminated by MusclePharm only:", "probability": 8.181316370846169e-06 }, { "score": 0.17957544326782227, "text": "During", "probability": 6.9258366171146425e-06 }, { "score": 0.14001250267028809, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 6.657179626230078e-06 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Source Code Escrow": [ { "text": "", "score": 12.25941276550293, "probability": 0.9997328249441421 }, { "score": 3.027149200439453, "text": "This Agreement may be terminated by the AS Parties only:", "probability": 9.780539920845158e-05 }, { "score": 2.6975016593933105, "text": "In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 7.033941013512639e-05 }, { "score": 2.1135494709014893, "text": "This Agreement may be terminated by the AS Parties only:", "probability": 3.922757928506639e-05 }, { "score": 1.3640363216400146, "text": "In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 1.853881984067968e-05 }, { "score": 0.750859260559082, "text": "This Agreement may be terminated by the AS Parties only", "probability": 1.0041131852948413e-05 }, { "score": 0.2617793679237366, "text": "This Agreement may be terminated by MusclePharm only:", "probability": 6.157125011165606e-06 }, { "score": -0.3801354765892029, "text": "(b) This Agreement may be terminated by the AS Parties only:", "probability": 3.240394576043083e-06 }, { "score": -0.5265533924102783, "text": "The license granted by this Agreement is personal to MusclePharm. Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 2.799041925875212e-06 }, { "score": -0.5284838676452637, "text": "In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement", "probability": 2.7936436570442622e-06 }, { "score": -0.8586284518241882, "text": "This Agreement may also be terminated by MusclePharm, upon fifteen days prior written notice, if death, or physical disability, physical injury, or other incapacity lasting more than eight (8) weeks, causes Endorser to be unable to perform a material amount of the personal or consulting services described in this Agreement. (b) This Agreement may be terminated by the AS Parties only:", "probability": 2.0081263635087004e-06 }, { "score": -0.8628895282745361, "text": "This Agreement may be terminated by the AS Parties only: (i) In the event MusclePharm shall default under any indebtedness or financial obligations owed by MusclePharm in an amount in excess of $1,000,000 including, without limitation, any failure to pay principal or interest thereon, and such event of default or condition shall continue after any applicable grace period specified in such agreement or instrument, and the effect of such event or condition results in an actual acceleration of the maturity of such indebtedness or obligations; and/or (ii) If MusclePharm", "probability": 1.999587788232256e-06 }, { "score": -0.9122812151908875, "text": "(b) This Agreement may be terminated by the AS Parties only:", "probability": 1.903224145119703e-06 }, { "score": -0.9559638500213623, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement:", "probability": 1.8218759858711036e-06 }, { "score": -1.027811050415039, "text": "This Agreement may be terminated by the AS Parties only: (i) In the event MusclePharm shall default under any indebtedness or financial obligations owed by MusclePharm in an amount in excess of $1,000,000 including, without limitation, any failure to pay principal or interest thereon, and such event of default or condition shall continue after any applicable grace period specified in such agreement or instrument, and the effect of such event or condition results in an actual acceleration of the maturity of such indebtedness or obligations; and/or", "probability": 1.6955709559712773e-06 }, { "score": -1.131729006767273, "text": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm. The AS Parties shall have reasonable access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom.", "probability": 1.528216814432809e-06 }, { "score": -1.24350905418396, "text": "MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 1.3665940199892815e-06 }, { "score": -1.2675235271453857, "text": "In", "probability": 1.3341669032702912e-06 }, { "score": -1.2832876443862915, "text": "16. Exclusivity; Non-Competition: (a) During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement:", "probability": 1.313299847279772e-06 }, { "score": -1.3232536315917969, "text": "This Agreement may be terminated by the AS Parties only", "probability": 1.2618475419380027e-06 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Post-Termination Services": [ { "score": 13.950983047485352, "text": "MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.28305918566001187 }, { "score": 13.70187759399414, "text": "MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.22064400351576932 }, { "score": 13.196146011352539, "text": "MusclePharm shall keep complete and accurate books of account for the preceding three years from the date of termination and expiration. In the event that any shortfalls, inconsistencies or mistakes are discovered, they shall immediately be rectified by MusclePharm at its sole cost and expense. (c) In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith. (d) MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.13306250447070458 }, { "score": 12.484764099121094, "text": "MusclePharm shall keep complete and accurate books of account for the preceding three years from the date of termination and expiration.", "probability": 0.06532906677859907 }, { "score": 12.44688606262207, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.0629008091391908 }, { "score": 12.406152725219727, "text": "Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein.", "probability": 0.06039013055121937 }, { "text": "", "score": 12.394773483276367, "probability": 0.059706831729179136 }, { "score": 11.700592041015625, "text": "Upon expiration or termination of the Agreement for pursuant to Section 9 herein, Endorser shall have no further obligation to render any services whatsoever.", "probability": 0.02982255558147824 }, { "score": 11.02129077911377, "text": "MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products.", "probability": 0.015119174066281776 }, { "score": 11.018957138061523, "text": "Upon expiration or termination of the Agreement for pursuant to Section 9 herein, Endorser shall have no further obligation to render any services whatsoever. MusclePharm shall have no further right to use the rights granted to MusclePharm hereunder and all such rights (including without limitation the rights to use the Name and Appearance Rights and Trademarks) shall immediately and automatically be revoked and shall terminate and revert to the AS Parties immediately with no \"use-up period\". Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein.", "probability": 0.015083932477607141 }, { "score": 10.699593544006348, "text": "Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein. MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination.", "probability": 0.010960155933261663 }, { "score": 10.617743492126465, "text": "MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products.", "probability": 0.010098798506577649 }, { "score": 10.370881080627441, "text": "(d) MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.007889667922169677 }, { "score": 9.973170280456543, "text": "Upon expiration or termination of the Agreement for pursuant to Section 9 herein, Endorser shall have no further obligation to render any services whatsoever.", "probability": 0.005300723100753547 }, { "score": 9.808619499206543, "text": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "probability": 0.0044964691888905945 }, { "score": 9.631036758422852, "text": "MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination.", "probability": 0.0037648564134341927 }, { "score": 9.575169563293457, "text": "MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination.", "probability": 0.0035602918726161618 }, { "score": 9.519340515136719, "text": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "probability": 0.003366970841426365 }, { "score": 9.312397956848145, "text": "Upon expiration or termination of the Agreement for pursuant to Section 9 herein, Endorser shall have no further obligation to render any services whatsoever. MusclePharm shall have no further right to use the rights granted to MusclePharm hereunder and all such rights (including without limitation the rights to use the Name and Appearance Rights and Trademarks) shall immediately and automatically be revoked and shall terminate and revert to the AS Parties immediately with no \"use-up period\". Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein. MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination.", "probability": 0.0027375707012447597 }, { "score": 9.300909996032715, "text": "MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination. In the event of a termination by MusclePharm pursuant to paragraph 9(a)(i)-(ii), Musclepharm shall not be required to pay Endorser any further compensation except for Royalties earned up until such termination date, and provided, however, that if Musclepharm terminates this Agreement because of death, disability, physical injury, or other incapacity of Endorser, if Endorser has performed all services required by this Agreement for a particular Contract Year, then MusclePharm shall continue to be obligated to compensate Lender with the full compensation amount of this Agreement for such Contract Year.", "probability": 0.002706301549584088 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Audit Rights": [ { "score": 13.744745254516602, "text": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm.", "probability": 0.25708954695328684 }, { "score": 13.249622344970703, "text": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm.", "probability": 0.15669504789190578 }, { "score": 12.913330078125, "text": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm. The AS Parties shall have reasonable access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom.", "probability": 0.11194517914446998 }, { "score": 12.7984037399292, "text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so.", "probability": 0.09979149321366876 }, { "score": 12.647342681884766, "text": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm. The AS Parties shall have reasonable access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom. (b) MusclePharm shall keep complete and accurate books of account for the preceding three years from the date of termination and expiration. In the event that any shortfalls, inconsistencies or mistakes are discovered, they shall immediately be rectified by MusclePharm at its sole cost and expense. (c) In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith.", "probability": 0.08580024683031687 }, { "text": "", "score": 12.237013816833496, "probability": 0.05692263232780682 }, { "score": 12.023422241210938, "text": "The AS Parties shall have reasonable access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom.", "probability": 0.045975168826752726 }, { "score": 11.876087188720703, "text": "Lender understands that all books, records, and documents of MusclePharm relating to it have been and remain available for inspection by him or his business and financial advisors upon reasonable notice.", "probability": 0.03967679032412114 }, { "score": 11.757434844970703, "text": "The AS Parties shall have reasonable access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom. (b) MusclePharm shall keep complete and accurate books of account for the preceding three years from the date of termination and expiration. In the event that any shortfalls, inconsistencies or mistakes are discovered, they shall immediately be rectified by MusclePharm at its sole cost and expense. (c) In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith.", "probability": 0.03523761240589107 }, { "score": 11.720887184143066, "text": "In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith.", "probability": 0.033973009990361555 }, { "score": 10.891441345214844, "text": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm. The AS Parties shall have reasonable access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom. (b) MusclePharm shall keep complete and accurate books of account for the preceding three years from the date of termination and expiration. In the event that any shortfalls, inconsistencies or mistakes are discovered, they shall immediately be rectified by MusclePharm at its sole cost and expense. (c) In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith. (d) MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.014822118325993986 }, { "score": 10.452757835388184, "text": "In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith. (d) MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.009558559509652077 }, { "score": 10.415971755981445, "text": "In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith.", "probability": 0.009213326397219083 }, { "score": 10.413578033447266, "text": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm", "probability": 0.00919129862491287 }, { "score": 10.223514556884766, "text": "MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.007600345891529497 }, { "score": 10.001532554626465, "text": "The AS Parties shall have reasonable access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom. (b) MusclePharm shall keep complete and accurate books of account for the preceding three years from the date of termination and expiration. In the event that any shortfalls, inconsistencies or mistakes are discovered, they shall immediately be rectified by MusclePharm at its sole cost and expense. (c) In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith. (d) MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.00608734335623124 }, { "score": 9.964985847473145, "text": "In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith. (d) MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.005868887241818382 }, { "score": 9.940801620483398, "text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so", "probability": 0.005728655276230907 }, { "score": 9.749886512756348, "text": "In making each such decision, Lender has relied exclusively upon its experience and judgment, or that of such advisors, upon such independent investigations as it, or they, deemed appropriate, and upon information provided by MusclePharm in writing or found in the books, records, or documents of MusclePharm.", "probability": 0.004733030590649131 }, { "score": 9.60379409790039, "text": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm", "probability": 0.004089706877181426 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Uncapped Liability": [ { "score": 13.27216911315918, "text": "IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.", "probability": 0.2933085074990933 }, { "score": 13.021940231323242, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS. IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.", "probability": 0.22837661807974027 }, { "score": 12.720706939697266, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS.", "probability": 0.16897703333037764 }, { "score": 12.573770523071289, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS.", "probability": 0.14588613083332203 }, { "text": "", "score": 12.373311996459961, "probability": 0.11938670722625039 }, { "score": 11.156564712524414, "text": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "probability": 0.03536139120618983 }, { "score": 8.952910423278809, "text": "IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES", "probability": 0.0039038618916713906 }, { "score": 8.702681541442871, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS. IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES", "probability": 0.0030396349013948926 }, { "score": 6.645992279052734, "text": "Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.", "probability": 0.0003886982853369991 }, { "score": 6.557130813598633, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS", "probability": 0.0003556481719419222 }, { "score": 6.159711837768555, "text": "MusclePharm acknowledges that the unauthorized use of the Name and Appearance Rights and Trademarks will result in immediate and irreparable damages to the AS Parties and that the AS Parties would have no adequate remedy at law for such authorized use.", "probability": 0.00023901420499437397 }, { "score": 6.08782434463501, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS", "probability": 0.00022243512635635753 }, { "score": 5.337100505828857, "text": "EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE AS PARTIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS.", "probability": 0.00010499488695955004 }, { "score": 5.024232864379883, "text": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement", "probability": 7.678766474080867e-05 }, { "score": 4.98800802230835, "text": "IN NO EVENT", "probability": 7.40558227148213e-05 }, { "score": 4.852806568145752, "text": "Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof. (b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.", "probability": 6.46907171320548e-05 }, { "score": 4.845032691955566, "text": "Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.", "probability": 6.418976918290249e-05 }, { "score": 4.786561965942383, "text": "IN", "probability": 6.054416589276297e-05 }, { "score": 4.737779140472412, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS. IN NO EVENT", "probability": 5.766153353317233e-05 }, { "score": 4.622723579406738, "text": "THE", "probability": 5.139468317452114e-05 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Cap On Liability": [ { "score": 13.71253490447998, "text": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "probability": 0.27095988827563905 }, { "score": 13.573343276977539, "text": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "probability": 0.23575170852546898 }, { "score": 13.487871170043945, "text": "IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.", "probability": 0.21643863404519068 }, { "score": 13.04980754852295, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS. IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.", "probability": 0.13966454500232794 }, { "score": 12.258049011230469, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS.", "probability": 0.06327465809451548 }, { "text": "", "score": 12.233000755310059, "probability": 0.06170942330291477 }, { "score": 9.357544898986816, "text": "MusclePharm shall, throughout the Term of the Agreement and for a period of not less than four years thereafter, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in California and New York, a commercial general liability insurance policy including coverage for contractual liability (applying to the terms and conditions of this agreement), product liability, personal injury liability, and advertiser's liability, in a form approved by the AS Parties, in the amount of at least Five Million Dollars (US$5,000,000) per occurrence naming the AS Parties (for the avoidance of doubt, specifically including each of Lender, Endorser, and Fitness) as additional named insureds.", "probability": 0.003479820773834384 }, { "score": 9.234454154968262, "text": "IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES", "probability": 0.0030767998486751634 }, { "score": 8.796390533447266, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS. IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES", "probability": 0.0019854119520950502 }, { "score": 8.145941734313965, "text": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement", "probability": 0.0010360108595935827 }, { "score": 7.941572666168213, "text": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement", "probability": 0.0008445161306141899 }, { "score": 7.353858947753906, "text": "MusclePharm shall, throughout the Term of the Agreement and for a period of not less than four years thereafter, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in California and New York, a commercial general liability insurance policy including coverage for contractual liability (applying to the terms and conditions of this agreement), product liability, personal injury liability, and advertiser's liability, in a form approved by the AS Parties, in the amount of at least Five Million Dollars (US$5,000,000) per occurrence naming the AS Parties (for the avoidance of doubt, specifically including each of Lender, Endorser, and Fitness) as additional named insureds. Without limiting the generality of the foregoing, such policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Products and Licensed Products or any material used in connection therewith or any use thereof.", "probability": 0.00046920985408154957 }, { "score": 7.26576566696167, "text": "MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser.", "probability": 0.0004296439479438099 }, { "score": 7.127485275268555, "text": "THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS", "probability": 0.0003741573556465043 }, { "score": 5.8433122634887695, "text": "In", "probability": 0.00010359648846987271 }, { "score": 5.7709221839904785, "text": "The AS Parties will at all times indemnify and hold MusclePharm and its agents and licensees harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable outside attorneys' fees), arising out of any breach by the AS Parties of any warranty or agreement made by the AS Parties hereunder. In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "probability": 9.63621369924318e-05 }, { "score": 5.590576648712158, "text": "no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "probability": 8.046061575261662e-05 }, { "score": 5.582863807678223, "text": "no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "probability": 7.984242289004355e-05 }, { "score": 5.568521022796631, "text": "In", "probability": 7.870543348264122e-05 }, { "score": 5.40158748626709, "text": "MusclePharm acknowledges that the unauthorized use of the Name and Appearance Rights and Trademarks will result in immediate and irreparable damages to the AS Parties and that the AS Parties would have no adequate remedy at law for such authorized use.", "probability": 6.660493387108386e-05 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Liquidated Damages": [ { "text": "", "score": 12.136504173278809, "probability": 0.5291628923739238 }, { "score": 11.827016830444336, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.3883119326343788 }, { "score": 9.501047134399414, "text": "In the event of a termination by MusclePharm pursuant to paragraph 9(a)(i)-(ii), Musclepharm shall not be required to pay Endorser any further compensation except for Royalties earned up until such termination date, and provided, however, that if Musclepharm terminates this Agreement because of death, disability, physical injury, or other incapacity of Endorser, if Endorser has performed all services required by this Agreement for a particular Contract Year, then MusclePharm shall continue to be obligated to compensate Lender with the full compensation amount of this Agreement for such Contract Year.", "probability": 0.03793367616299916 }, { "score": 8.572632789611816, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products", "probability": 0.014990623803392862 }, { "score": 8.048711776733398, "text": "MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination.", "probability": 0.008877357314607818 }, { "score": 7.49820613861084, "text": "Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein. MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination.", "probability": 0.005119200501888949 }, { "score": 7.27559757232666, "text": "Nothing in this Section 6(c) shall entitle MusclePharm to reduce Endorser's compensation pursuant to Section 7 and Section 8 of this Agreement (including, without limitation, with respect to any renewal Term, if any).", "probability": 0.0040975519441875385 }, { "score": 7.052657127380371, "text": "In the event of a termination by MusclePharm pursuant to paragraph 9(a)(i)-(ii), Musclepharm shall not be required to pay Endorser any further compensation except for Royalties earned up until such termination date, and provided, however, that if Musclepharm terminates this Agreement because of death, disability, physical injury, or other incapacity of Endorser, if Endorser has performed all services required by this Agreement for a particular Contract Year, then MusclePharm shall continue to be obligated to compensate Lender with the full compensation amount of this Agreement for such Contract Year", "probability": 0.003278707414082016 }, { "score": 7.010279178619385, "text": "Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein.", "probability": 0.003142665467696768 }, { "score": 6.5354323387146, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.001954676047273548 }, { "score": 5.475814342498779, "text": "IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.", "probability": 0.0006774676196612024 }, { "score": 5.229450702667236, "text": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "probability": 0.0005295343936672946 }, { "score": 5.177558422088623, "text": "MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination", "probability": 0.0005027564396105268 }, { "score": 4.838098049163818, "text": "For the purpose of computing such pension, health and welfare benefit contributions and any other payments under any SAG or AFTRA contracts applicable to Endorser's appearance in such Training Video, 25% of the compensation payable to Endorser under this Agreement shall be allocated as fair and reasonable consideration for Endorser's work and appearance in the Training Video during the Term or thereafter during the Use-Up Period defined below.", "probability": 0.0003580402693951225 }, { "score": 4.6270527839660645, "text": "Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein. MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination", "probability": 0.00028991860153550794 }, { "score": 4.184091567993164, "text": "In", "probability": 0.00018616604364363236 }, { "score": 4.131951808929443, "text": "Nothing in this Section 6(c) shall entitle MusclePharm to reduce Endorser's compensation pursuant to Section 7 and Section 8 of this Agreement (including, without limitation, with respect to any renewal Term, if any).", "probability": 0.00017670810097222532 }, { "score": 4.049328327178955, "text": "In the event of a termination by MusclePharm pursuant to paragraph 9(a)(i)-(ii), Musclepharm shall not be required to pay Endorser any further compensation except for Royalties earned up until such termination date, and provided, however, that if Musclepharm terminates this Agreement because of death, disability, physical injury, or other incapacity of Endorser, if Endorser has performed all services required by this Agreement for a particular Contract Year, then MusclePharm shall continue to be obligated to compensate Lender with the full compensation amount of this Agreement for such Contract Year. Notwithstanding anything contained herein, irrespective of the expiratation or termination of this Agreement, the AS Parties shall always be entitled to retain and shall never be obligated to return any monies paid and/or stock issued to Lender and/or Endorser pursuant to this Agreement.", "probability": 0.0001626947494643062 }, { "score": 3.8564047813415527, "text": "Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein", "probability": 0.0001341491440888164 }, { "score": 3.687323808670044, "text": "MusclePharm shall be permitted to sell the Promotional Products at its cost to third parties and Endorser shall not be entitled to any additional compensation with respect to the Promotional Products. In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.00011328097353018603 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Warranty Duration": [ { "text": "", "score": 11.904328346252441, "probability": 0.9407667978585955 }, { "score": 8.154092788696289, "text": "For purposes of this Agreement, Licensed Products shall be considered \"sold\" upon the date when such Licensed Products are billed, invoiced, shipped, or paid for, whichever event occurs first.", "probability": 0.02211950343191358 }, { "score": 8.076294898986816, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "probability": 0.020463889352017903 }, { "score": 6.865359306335449, "text": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "probability": 0.006096569556551873 }, { "score": 6.29109525680542, "text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so.", "probability": 0.0034330950308997035 }, { "score": 5.884548187255859, "text": "In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration.", "probability": 0.002286255042124829 }, { "score": 5.059553146362305, "text": "During the Term and during the sell-off period, MusclePharm shall make royalty payments in U.S. dollars for the respective quarters ending on the last day of September, December, March and June (each, a \"Royalty Period\") within thirty (30) days from the end of each quarterly period.", "probability": 0.0010019219297837064 }, { "score": 4.796735763549805, "text": "MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance.", "probability": 0.0007703600333976463 }, { "score": 4.506173133850098, "text": "The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof.", "probability": 0.0005761081201701716 }, { "score": 4.055767059326172, "text": "The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof. MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance.", "probability": 0.0003671936175463942 }, { "score": 3.944720506668091, "text": "MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.00032860049911894563 }, { "score": 3.8521456718444824, "text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so. (c) The Licensed Products shall be of the highest quality and manufactured, produced, sold, distributed and promoted in strict compliance with all applicable laws and regulations, and be of substantially the same or better quality as the samples previously submitted by MusclePharm.", "probability": 0.00029954596843581734 }, { "score": 3.8495771884918213, "text": "The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof.", "probability": 0.000298777576825493 }, { "score": 3.794404983520508, "text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement", "probability": 0.00028273984560735573 }, { "score": 3.4016337394714355, "text": "Without limiting the generality of the foregoing, such policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Products and Licensed Products or any material used in connection therewith or any use thereof. The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof.", "probability": 0.000190901188661495 }, { "score": 3.353419780731201, "text": "MusclePharm shall, throughout the Term of the Agreement and for a period of not less than four years thereafter, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in California and New York, a commercial general liability insurance policy including coverage for contractual liability (applying to the terms and conditions of this agreement), product liability, personal injury liability, and advertiser's liability, in a form approved by the AS Parties, in the amount of at least Five Million Dollars (US$5,000,000) per occurrence naming the AS Parties (for the avoidance of doubt, specifically including each of Lender, Endorser, and Fitness) as additional named insureds. Without limiting the generality of the foregoing, such policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Products and Licensed Products or any material used in connection therewith or any use thereof. The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof.", "probability": 0.00018191544634260849 }, { "score": 3.114361047744751, "text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term),", "probability": 0.000143234516945644 }, { "score": 3.049325466156006, "text": "In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration", "probability": 0.00013421562977203777 }, { "score": 3.04331111907959, "text": "During the Term, MusclePharm will also send two (2) representative samples of the Licensed Products to the AS Parties at the address set forth in Section 20 below upon request so that the AS Parties can determine whether the quality of the Licensed Products bearing the Endorser IP is being maintained.", "probability": 0.00013341083298107164 }, { "score": 2.977907657623291, "text": "In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith. (d) MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "probability": 0.00012496452230818095 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Insurance": [ { "score": 12.801856994628906, "text": "MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance.", "probability": 0.13851491450160097 }, { "score": 12.76136589050293, "text": "MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance. MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser.", "probability": 0.13301832512640208 }, { "score": 12.631996154785156, "text": "MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser.", "probability": 0.11687642334855651 }, { "score": 12.600768089294434, "text": "MusclePharm shall carry no worker's compensation insurance or any health, accident or disability insurance to cover Endorser.", "probability": 0.11328299861588073 }, { "score": 12.504318237304688, "text": "MusclePharm shall, throughout the Term of the Agreement and for a period of not less than four years thereafter, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in California and New York, a commercial general liability insurance policy including coverage for contractual liability (applying to the terms and conditions of this agreement), product liability, personal injury liability, and advertiser's liability, in a form approved by the AS Parties, in the amount of at least Five Million Dollars (US$5,000,000) per occurrence naming the AS Parties (for the avoidance of doubt, specifically including each of Lender, Endorser, and Fitness) as additional named insureds.", "probability": 0.10286724243118239 }, { "score": 12.277697563171387, "text": "MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance. MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser. MusclePharm shall be responsible to pay the deductible under any such insurance policies with respect to any claims made under such policies.", "probability": 0.08200814522179728 }, { "text": "", "score": 12.154486656188965, "probability": 0.07250153016208766 }, { "score": 12.148327827453613, "text": "MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser. MusclePharm shall be responsible to pay the deductible under any such insurance policies with respect to any claims made under such policies.", "probability": 0.07205637787022656 }, { "score": 12.100822448730469, "text": "MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance.", "probability": 0.06871334700198624 }, { "score": 11.244864463806152, "text": "MusclePharm shall be responsible to pay the deductible under any such insurance policies with respect to any claims made under such policies.", "probability": 0.029194650047575384 }, { "score": 10.81839370727539, "text": "The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof. MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance.", "probability": 0.019058529009439704 }, { "score": 10.465651512145996, "text": "MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance. MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser", "probability": 0.013393540296222363 }, { "score": 10.336281776428223, "text": "MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser", "probability": 0.01176822129063577 }, { "score": 10.214791297912598, "text": "Without limiting the generality of the foregoing, such policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Products and Licensed Products or any material used in connection therewith or any use thereof. The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof. MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance.", "probability": 0.010421930720594795 }, { "score": 9.639907836914062, "text": "The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof.", "probability": 0.005865154638285679 }, { "score": 9.03630542755127, "text": "Without limiting the generality of the foregoing, such policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Products and Licensed Products or any material used in connection therewith or any use thereof. The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof.", "probability": 0.003207290304278609 }, { "score": 9.010642051696777, "text": "Without limiting the generality of the foregoing, such policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Products and Licensed Products or any material used in connection therewith or any use thereof.", "probability": 0.0031260276052977273 }, { "score": 8.989103317260742, "text": "Pharm shall, throughout the Term of the Agreement and for a period of not less than four years thereafter, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in California and New York, a commercial general liability insurance policy including coverage for contractual liability (applying to the terms and conditions of this agreement), product liability, personal injury liability, and advertiser's liability, in a form approved by the AS Parties, in the amount of at least Five Million Dollars (US$5,000,000) per occurrence naming the AS Parties (for the avoidance of doubt, specifically including each of Lender, Endorser, and Fitness) as additional named insureds.", "probability": 0.0030594168576054616 }, { "score": 7.283456325531006, "text": "MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance. MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser. MusclePharm shall be responsible to pay the deductible under any such insurance policies with respect to any claims made under such policies", "probability": 0.0005557578154570244 }, { "score": 7.197881698608398, "text": "MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance. MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds", "probability": 0.0005101771348870042 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Covenant Not To Sue": [ { "score": 15.041687965393066, "text": "During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein.", "probability": 0.7194879897822478 }, { "score": 13.433929443359375, "text": "During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein.", "probability": 0.14413946123568927 }, { "score": 12.566285133361816, "text": "A party hereto will not claim or reserve any rights against the other party as the result of any such action contemplated above.", "probability": 0.060529872390987526 }, { "text": "", "score": 12.133025169372559, "probability": 0.03924707965309919 }, { "score": 11.501439094543457, "text": "Receipt or acceptance by Lender (or its authorized representative) of a royalty statement or receipt or acceptance of any accompanying royalty payment shall not prevent Lender from at any time within three years after the Term of this Agreement questioning the validity or accuracy of such royalty statement or payment.", "probability": 0.020869545911293887 }, { "score": 9.601274490356445, "text": "Receipt or acceptance by Lender (or its authorized representative) of a royalty statement or receipt or acceptance of any accompanying royalty payment shall not prevent Lender from at any time within three years after the Term of this Agreement questioning the validity or accuracy of such royalty statement or payment.", "probability": 0.0031209154077299923 }, { "score": 9.417713165283203, "text": "During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein", "probability": 0.0025975404943978184 }, { "score": 9.085988998413086, "text": "During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein. (b) During the Term and after expiration or termination of this Agreement, MusclePharm shall not use any trademark which so substantially resembles any of the Trademarks or Name and Appearance Rights as to be likely to deceive or cause confusion or mistake or which might amount to passing-off; provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n (c) MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties. (d) MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights.", "probability": 0.0018642165170962616 }, { "score": 8.869672775268555, "text": "During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein", "probability": 0.0015015901455172433 }, { "score": 8.701960563659668, "text": "MusclePharm shall have the exclusive right, but not the obligation, to prosecute, defend and/or settle at its own cost and expense and in its sole discretion, all actions, proceedings and claims involving an infringement of the MusclePharm trade name, trademarks, and logo even if the matter involves the Licensed Products and to take any other action that its deem proper or necessary in its sole discretion for the protection and preservation of such rights.", "probability": 0.001269740351594339 }, { "score": 8.6922607421875, "text": "During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein. (b) During the Term and after expiration or termination of this Agreement, MusclePharm shall not use any trademark which so substantially resembles any of the Trademarks or Name and Appearance Rights as to be likely to deceive or cause confusion or mistake or which might amount to passing-off; provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.", "probability": 0.0012574836369390308 }, { "score": 8.58885669708252, "text": "A party hereto will not claim or reserve any rights against the other party as the result of any such action contemplated above", "probability": 0.0011339516474092597 }, { "score": 8.375040054321289, "text": "A party hereto will not claim or reserve any rights against the other party as the result of any such action contemplated above. (b) Each party shall notify the other party promptly of any adverse, pending or threatened action in respect of an infringement of the Name and Appearance Rights or Trademarks or any infringement of the Licensed Products, as the case may be, and of any use by third parties that would or might tend to be adverse to the rights of the parties hereto, as applicable.", "probability": 0.0009156619090776902 }, { "score": 8.358287811279297, "text": "(a) During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein.", "probability": 0.00090045028836064 }, { "score": 7.338151931762695, "text": "MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein.", "probability": 0.00032465370107505527 }, { "score": 6.984907150268555, "text": "In its sole option, MusclePharm may take any action described above in its own name and the AS Parties will cooperate fully therewith if the matter involves the Licensed Products. All expenses of any action taken by a party hereto as contemplated above shall be borne by such party, and all relief granted in connection therewith shall be solely for the account of such party. A party hereto will not claim or reserve any rights against the other party as the result of any such action contemplated above.", "probability": 0.00022803845969360153 }, { "score": 6.805872917175293, "text": "If MusclePharm becomes aware that any manufacturer has used or is using Endorser IP for any unauthorized purpose, MusclePharm, will immediately notify the AS Parties and, if so instructed by the AS Parties, will cause such manufacturer to cease such use immediately. (f) Unless the AS Parties expressly agree in advance and in writing otherwise, all Licensed Products shall be manufactured within the fifty states of the United States of America and in no other locations. 13A. Ownership and Registration of Trademarks and Name and Appearance Rights: (a) During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein.", "probability": 0.00019065777452213943 }, { "score": 6.734922409057617, "text": "The AS Parties shall have the exclusive right, but not the obligation, to prosecute, defend, and/or settle at their own cost and expense and in their sole discretion, all actions, proceedings and claims involving an infringement of the Name and Appearance Rights or Trademarks and to take any other action that they deem proper or necessary in their sole discretion for the protection and preservation of such rights. In their sole option, the AS Parties may take any action described above in one or more of their own names and MusclePharm will cooperate fully therewith. MusclePharm shall have the exclusive right, but not the obligation, to prosecute, defend and/or settle at its own cost and expense and in its sole discretion, all actions, proceedings and claims involving an infringement of the MusclePharm trade name, trademarks, and logo even if the matter involves the Licensed Products and to take any other action that its deem proper or necessary in its sole discretion for the protection and preservation of such rights.", "probability": 0.00017759924090845336 }, { "score": 6.454946994781494, "text": "In their sole option, the AS Parties may take any action described above in one or more of their own names and MusclePharm will cooperate fully therewith. MusclePharm shall have the exclusive right, but not the obligation, to prosecute, defend and/or settle at its own cost and expense and in its sole discretion, all actions, proceedings and claims involving an infringement of the MusclePharm trade name, trademarks, and logo even if the matter involves the Licensed Products and to take any other action that its deem proper or necessary in its sole discretion for the protection and preservation of such rights.", "probability": 0.00013422991887264123 }, { "score": 6.249686241149902, "text": "During", "probability": 0.00010932153348800803 } ], "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.070643424987793, "probability": 0.9059403025591818 }, { "score": 8.565780639648438, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.027224318253661676 }, { "score": 8.23366928100586, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.019530928161605156 }, { "score": 7.461764335632324, "text": "MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights.", "probability": 0.00902586480865251 }, { "score": 7.402747631072998, "text": "MusclePharm shall be permitted to sell the Promotional Products at its cost to third parties and Endorser shall not be entitled to any additional compensation with respect to the Promotional Products.", "probability": 0.008508601718984238 }, { "score": 7.368296146392822, "text": "MusclePharm shall be permitted to sell the Promotional Products at its cost to third parties and Endorser shall not be entitled to any additional compensation with respect to the Promotional Products. In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.008220459716305108 }, { "score": 7.17632532119751, "text": "In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.", "probability": 0.0067845998025125205 }, { "score": 7.108816146850586, "text": "MusclePharm agrees that (i) with respect to the Compensation Shares, Lender shall be entitled to all rights and benefits under the registration rights agreement, dated as of March 28, 2013 (the \"Registration Rights Agreement\"), by and among MusclePharm and the investors party thereto as if it were an investor party thereto, mutatis mutandis.", "probability": 0.006341695327514572 }, { "score": 5.909739971160889, "text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "probability": 0.0019118473218083458 }, { "score": 5.373058319091797, "text": "MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights", "probability": 0.0011178288831040339 }, { "score": 5.294721603393555, "text": "All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms's sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.", "probability": 0.0010336038625875627 }, { "score": 5.095611095428467, "text": "MusclePharm shall be permitted to sell the Promotional Products at its cost to third parties and Endorser shall not be entitled to any additional compensation with respect to the Promotional Products", "probability": 0.0008469963303192819 }, { "score": 4.754364967346191, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video. (iii) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year).", "probability": 0.0006021160699787522 }, { "score": 4.738941669464111, "text": "MusclePharm agrees that (i) with respect to the Compensation Shares, Lender shall be entitled to all rights and benefits under the registration rights agreement, dated as of March 28, 2013 (the \"Registration Rights Agreement\"), by and among MusclePharm and the investors party thereto as if it were an investor party thereto,", "probability": 0.0005929007028253572 }, { "score": 4.653714179992676, "text": "MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties", "probability": 0.0005444627053528532 }, { "score": 4.562629699707031, "text": "MusclePharm agrees that (i) with respect to the Compensation Shares, Lender shall be entitled to all rights and benefits under the registration rights agreement, dated as of March 28, 2013 (the \"Registration Rights Agreement\"), by and among MusclePharm and the investors party thereto as if it were an investor party thereto, mutatis mutandis", "probability": 0.000497062099189365 }, { "score": 4.548323154449463, "text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "probability": 0.0004900014847003684 }, { "score": 4.055376052856445, "text": "MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties. (d) MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights.", "probability": 0.0002993044609947391 }, { "score": 3.948397159576416, "text": "MusclePharm shall be permitted to sell the Promotional Products at its cost to third parties and Endorser shall not be entitled to any additional compensation with respect to the Promotional Products. 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5.736179828643799, "text": "Master Service Agreement (\"Agreement\"), entered into on May 25th, 2018", "probability": 4.6851522025194335e-05 }, { "score": 5.643652439117432, "text": "th, 2018", "probability": 4.271098323713023e-05 }, { "score": 5.531412601470947, "text": "May 25th,", "probability": 3.817635207083858e-05 }, { "score": 5.4737467765808105, "text": "/05/2008", "probability": 3.6037153332685186e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Effective Date": [ { "score": 14.96716594696045, "text": "May 25th, 2018", "probability": 0.45621671683873233 }, { "score": 14.25944995880127, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 0.224809182517264 }, { "score": 14.149460792541504, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.", "probability": 0.20139392146468377 }, { "score": 13.320128440856934, "text": "25/05/2008", "probability": 0.08787632662434164 }, { "text": "", "score": 11.581974029541016, "probability": 0.015452580861142666 }, { "score": 11.199736595153809, "text": "25/05/2008 Date 25/05/2008", "probability": 0.01054380623758578 }, { "score": 8.461881637573242, "text": "25th, 2018", "probability": 0.0006822791755766457 }, { "score": 8.40573787689209, "text": "25/05/2008", "probability": 0.0006450289256472707 }, { "score": 8.03138256072998, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all 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This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 0.00031173807068675836 }, { "score": 7.65092658996582, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties", "probability": 0.0003032276594870874 }, { "score": 7.352560520172119, "text": "Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 0.00022500391567095503 }, { "score": 7.136958599090576, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0", "probability": 0.00018136578144165017 }, { "score": 6.923045635223389, "text": "3.0 Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 0.00014643811559793146 }, { "score": 6.703089714050293, "text": ", 2018", "probability": 0.00011752452073437887 }, { "score": 6.518003463745117, "text": "May", "probability": 9.766670849330978e-05 }, { "score": 6.489502906799316, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties", "probability": 9.492244517967777e-05 }, { "score": 6.263635635375977, "text": "Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.", "probability": 7.57314038285894e-05 }, { "score": 6.181075572967529, "text": "/05/2008", "probability": 6.97301545635152e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Expiration Date": [ { "score": 15.243125915527344, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 0.9516289334407902 }, { "text": "", "score": 11.573762893676758, "probability": 0.024259593833869136 }, { "score": 11.413620948791504, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0", "probability": 0.020669728037959693 }, { "score": 8.826581001281738, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.", "probability": 0.00155524061308825 }, { "score": 7.8638739585876465, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.0005938807282767912 }, { "score": 6.912319660186768, "text": "3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 0.00022932132974177107 }, { "score": 6.908965587615967, "text": "3.0 Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 0.00022855345782871254 }, { "score": 6.831394195556641, "text": "Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 0.0002114944468309043 }, { "score": 6.632960319519043, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended", "probability": 0.0001734284055305649 }, { "score": 6.567005634307861, "text": ".", "probability": 0.00016235904026097332 }, { "score": 5.495080947875977, "text": "This", "probability": 5.55834499592223e-05 }, { "score": 5.459508895874023, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 5.3640986122902446e-05 }, { "score": 5.101828575134277, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties", "probability": 3.751095867433142e-05 }, { "score": 4.803692817687988, "text": "shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 2.7840655046383083e-05 }, { "score": 4.7288923263549805, "text": "take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 2.5834139995122283e-05 }, { "score": 4.506765365600586, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless", "probability": 2.068833287337217e-05 }, { "score": 4.478756904602051, "text": "the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 2.0116924004594303e-05 }, { "score": 4.279068946838379, "text": "on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 1.6475484584920006e-05 }, { "score": 4.217666149139404, "text": "and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 1.549427646804468e-05 }, { "score": 4.136157512664795, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when", "probability": 1.4281458094133303e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Renewal Term": [ { "text": "", "score": 11.468751907348633, "probability": 0.9927788637932027 }, { "score": 6.327185153961182, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 0.005806286389074086 }, { "score": 3.8352155685424805, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay.", "probability": 0.0004804517870973218 }, { "score": 3.263072967529297, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0", "probability": 0.00027112616968685366 }, { "score": 3.235689163208008, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.00026380243718847953 }, { "score": 2.6717138290405273, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.00015008850371198672 }, { "score": 2.087602138519287, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 8.368949437003488e-05 }, { "score": 1.4077239036560059, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay.", "probability": 4.2403682906248864e-05 }, { "score": 1.2538186311721802, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 3.6354934592916856e-05 }, { "score": 0.8081976175308228, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 2.3282661299932754e-05 }, { "score": 0.5215330123901367, "text": "This", "probability": 1.7479772026782834e-05 }, { "score": 0.22359871864318848, "text": "3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 1.2976110777574604e-05 }, { "score": -0.061397552490234375, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client", "probability": 9.75825665753273e-06 }, { "score": -0.5544512271881104, "text": "3.0 Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 5.959938061264867e-06 }, { "score": -0.9606671333312988, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.", "probability": 3.9703100205739625e-06 }, { "score": -1.1129236221313477, "text": "Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 3.4095751485819417e-06 }, { "score": -1.230909824371338, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate.", "probability": 3.0301177841872236e-06 }, { "score": -1.2395100593566895, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties", "probability": 3.004169798531566e-06 }, { "score": -1.6015324592590332, "text": "unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 2.091703606239017e-06 }, { "score": -1.6613798141479492, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause", "probability": 1.970192988501663e-06 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.826116561889648, "probability": 0.7205172394064682 }, { "score": 10.759902954101562, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.2480811063343714 }, { "score": 8.03203010559082, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 0.016214126782514104 }, { "score": 6.863126754760742, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.005037850661273784 }, { "score": 6.785385608673096, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay.", "probability": 0.0046610390199592466 }, { "score": 6.594790935516357, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.0038521973116128643 }, { "score": 4.423789978027344, "text": "4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.0004393946733296707 }, { "score": 4.315304756164551, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause", "probability": 0.0003942214532220562 }, { "score": 3.900449275970459, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0", "probability": 0.00026035792923919564 }, { "score": 3.2415876388549805, "text": "Client", "probability": 0.00013471961572668884 }, { "score": 2.76503324508667, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 8.364998970300148e-05 }, { "score": 2.604372501373291, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible.", "probability": 7.123473571536594e-05 }, { "score": 2.3458762168884277, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate.", "probability": 5.500831062763858e-05 }, { "score": 2.0919463634490967, "text": "Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 4.2672488821627924e-05 }, { "score": 2.0329694747924805, "text": "4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 4.0228573794568474e-05 }, { "score": 1.619654655456543, "text": "3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 2.66093515146682e-05 }, { "score": 1.5757026672363281, "text": "thirty (30) days written notice without cause.", "probability": 2.5465146835425418e-05 }, { "score": 1.5377302169799805, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 2.4516301808685052e-05 }, { "score": 1.3665329217910767, "text": "3.0 Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "probability": 2.065879178377133e-05 }, { "score": 1.2121329307556152, "text": "Client may terminate this Agreement on thirty (30) days written notice", "probability": 1.7703121677782653e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Governing Law": [ { "score": 15.827178955078125, "text": "This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 0.9701151402495689 }, { "text": "", "score": 12.191459655761719, "probability": 0.025577050035724046 }, { "score": 9.87369155883789, "text": "This Agreement shall be governed by the laws of the State of Connecticut, U.S.A.", "probability": 0.002519164677779329 }, { "score": 8.591903686523438, "text": "This Agreement shall be governed by the laws of the State of Connecticut, U.S.A", "probability": 0.0006991706005357684 }, { "score": 8.130107879638672, "text": "12.7 This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 0.0004405830526097765 }, { "score": 7.181006908416748, "text": ".", "probability": 0.00017054479646198345 }, { "score": 6.954705238342285, "text": "This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles", "probability": 0.00013600563626298592 }, { "score": 6.757364749908447, "text": "without regard to conflict of law principles.", "probability": 0.00011164853307015273 }, { "score": 6.142421722412109, "text": "This", "probability": 6.036520193774085e-05 }, { "score": 5.717392921447754, "text": "Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 3.94638084880474e-05 }, { "score": 4.927239418029785, "text": "the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 1.7907694980939466e-05 }, { "score": 4.79879093170166, "text": "be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 1.5749081109991012e-05 }, { "score": 4.792521953582764, "text": "shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 1.565065928957103e-05 }, { "score": 4.687986373901367, "text": "the State of Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 1.4097217867404167e-05 }, { "score": 4.684782028198242, "text": "This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles. Confidential Page 5 of 7 Initials: CL MD Version Jan16_v1", "probability": 1.4052117804590956e-05 }, { "score": 4.630370140075684, "text": "by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 1.3307945058896022e-05 }, { "score": 4.515473365783691, "text": "U.S.A. without regard to conflict of law principles.", "probability": 1.1863476223000932e-05 }, { "score": 4.382150650024414, "text": "Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise. 12.6 This Agreement contains the complete and exclusive understanding of the parties with respect to the subject matter hereof. No waiver, alteration or modification of any of the provisions hereof will be binding unless in writing and signed by a duly authorized representative of the party to be bound. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement. 12.7 This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 1.0382708100057737e-05 }, { "score": 4.333528995513916, "text": "Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 9.889959841978942e-06 }, { "score": 4.116757869720459, "text": "governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "probability": 7.962547285187015e-06 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Most Favored Nation": [ { "text": "", "score": 12.052142143249512, "probability": 0.9396525778469247 }, { "score": 9.283327102661133, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.058950326662834195 }, { "score": 3.9993410110473633, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.00029900621397226335 }, { "score": 3.902374029159546, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.00027137384546584744 }, { "score": 3.66316819190979, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 2.2 Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO.", "probability": 0.00021363982504632778 }, { "score": 2.799375295639038, "text": "Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO.", "probability": 9.006202866117484e-05 }, { "score": 2.6303212642669678, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld", "probability": 7.605407564429402e-05 }, { "score": 2.4007134437561035, "text": "CR", "probability": 6.0451221787765455e-05 }, { "score": 2.3422675132751465, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 5.701935992181481e-05 }, { "score": 2.3034684658050537, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 5.484943086438502e-05 }, { "score": 2.1649250984191895, "text": "1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 4.775331282539628e-05 }, { "score": 2.1197779178619385, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 4.564532821101365e-05 }, { "score": 1.8304963111877441, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client,", "probability": 3.4179281480500576e-05 }, { "score": 1.7357598543167114, "text": "CRO agrees to perform the specific tasks set forth in the Project-specific Addenda in a professional manner, in strict accordance with the terms and conditions contained herein, relevant professional standards including in accordance with the Protocol and applicable amendments and ICH GCP Guidelines (ICH Harmonised Tripartite Guideline for Good Clinical Practice, May 1996) and all other relevant laws, rules, regulations and guidelines. 1.5. CRO agrees to perform these Services according to CRO's Standard Operating Procedures (SOPs) or other guidelines as provided, which are provided to Client on request. 1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 3.1089905949452135e-05 }, { "score": 1.7198420763015747, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement.", "probability": 3.0598941625091784e-05 }, { "score": 1.6655551195144653, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 2.898210191636855e-05 }, { "score": 1.3883799314498901, "text": "Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO.", "probability": 2.1966164146535397e-05 }, { "score": 0.8740878701210022, "text": "Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 2.2 Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO.", "probability": 1.3134090979474292e-05 }, { "score": 0.6980013847351074, "text": "CRO may", "probability": 1.101353233938768e-05 }, { "score": 0.6287684440612793, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 1.027682940384946e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Compete": [ { "text": "", "score": 11.970721244812012, "probability": 0.9980862677863335 }, { "score": 5.492467403411865, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.001533550862853623 }, { "score": 2.88651704788208, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 0.00011322656317852827 }, { "score": 2.8398303985595703, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 0.00010806189296380343 }, { "score": 2.3158185482025146, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 6.398779074912934e-05 }, { "score": 1.480087161064148, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 2.7742371693593567e-05 }, { "score": 1.3397678136825562, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 2.411035849191544e-05 }, { "score": 0.13836228847503662, "text": "1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 7.251700810378222e-06 }, { "score": -0.19887733459472656, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 9.0 Independent Contractor Status 9.1 It is understood and agreed that CRO is an independent contractor and will not have any rights to any of Client benefits, nor for any purposes be deemed or intended to be an employee of Client.", "probability": 5.175812920070875e-06 }, { "score": -0.2614898681640625, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 4.861679134902494e-06 }, { "score": -0.3321723937988281, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement.", "probability": 4.529906746922129e-06 }, { "score": -0.4878044128417969, "text": "CR", "probability": 3.87702975951218e-06 }, { "score": -0.6180247068405151, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 3.4036522306158157e-06 }, { "score": -0.7718682289123535, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client,", "probability": 2.918312442318802e-06 }, { "score": -0.8872585892677307, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 2.6002696680914283e-06 }, { "score": -1.123037338256836, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 2.2 Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO.", "probability": 2.0540971516711727e-06 }, { "score": -1.2168035507202148, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain", "probability": 1.8702464183304586e-06 }, { "score": -1.2834372520446777, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 1.7496862661343279e-06 }, { "score": -1.4988749027252197, "text": "Certain", "probability": 1.4105770058505608e-06 }, { "score": -1.5432113409042358, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 1.3494031809417448e-06 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Exclusivity": [ { "text": "", "score": 12.172420501708984, "probability": 0.8036710220969745 }, { "score": 10.318036079406738, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 0.12581412088368563 }, { "score": 9.470075607299805, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.05388462110836974 }, { "score": 7.303739547729492, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.006175001064900996 }, { "score": 7.016042709350586, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client", "probability": 0.0046311824144688344 }, { "score": 6.167791843414307, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others", "probability": 0.001982901846139891 }, { "score": 5.138439655303955, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client,", "probability": 0.0007083685021303276 }, { "score": 5.077516078948975, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential", "probability": 0.0006665004835795735 }, { "score": 4.92112398147583, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 0.0005700070719583498 }, { "score": 4.7614545822143555, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1", "probability": 0.0004858885946142245 }, { "score": 4.576687335968018, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client", "probability": 0.00040391809497140424 }, { "score": 4.171072483062744, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 0.0002692384099110851 }, { "score": 3.7652499675750732, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client", "probability": 0.00017942813287383314 }, { "score": 3.716032028198242, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client", "probability": 0.00017081085179205925 }, { "score": 3.0070910453796387, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or", "probability": 8.406714557373828e-05 }, { "score": 2.9149391651153564, "text": "CR", "probability": 7.666643138320276e-05 }, { "score": 2.894440174102783, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 7.511084533965098e-05 }, { "score": 2.5500035285949707, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client", "probability": 5.322500553730048e-05 }, { "score": 2.483686923980713, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter", "probability": 4.980979792700761e-05 }, { "score": 2.4489905834198, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 4.811121786852474e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.095132827758789, "probability": 0.9309176439833606 }, { "score": 9.48488998413086, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.06843798248518067 }, { "score": 3.787724733352661, "text": "1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.00022964117872269638 }, { "score": 2.555194139480591, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 6.695276724747087e-05 }, { "score": 2.459127426147461, "text": "CR", "probability": 6.082012217213111e-05 }, { "score": 2.183177947998047, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 4.61534268523257e-05 }, { "score": 2.0604052543640137, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 4.082107610413901e-05 }, { "score": 2.012140989303589, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 3.889766620725762e-05 }, { "score": 1.9557857513427734, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld", "probability": 3.676620262280481e-05 }, { "score": 1.527336597442627, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client,", "probability": 2.3953869158012027e-05 }, { "score": 1.257521152496338, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement.", "probability": 1.8289267590564616e-05 }, { "score": 1.173673152923584, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 1.681828046539294e-05 }, { "score": 0.9347319602966309, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 1.324374314121168e-05 }, { "score": 0.6915812492370605, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client.", "probability": 1.038512521018668e-05 }, { "score": 0.5913605690002441, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 2.2 Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO.", "probability": 9.394776410903732e-06 }, { "score": 0.3358931541442871, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CR", "probability": 7.276765172294557e-06 }, { "score": 0.3189162015914917, "text": "CRO", "probability": 7.154270609486709e-06 }, { "score": 0.2838931083679199, "text": "CRO may", "probability": 6.908042919071081e-06 }, { "score": 0.08165979385375977, "text": "CRO may not", "probability": 5.643210034764813e-06 }, { "score": 0.0101470947265625, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 2.2 Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO. For clarity, there shall be no payment obligations other than as agreed in each Project-specific Addendum.", "probability": 5.253740817705475e-06 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.762367248535156, "probability": 0.4489019655569062 }, { "score": 11.630754470825195, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.3935435545252699 }, { "score": 10.57929801940918, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.13751531534894634 }, { "score": 7.664644241333008, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 0.007456465565686252 }, { "score": 7.336314678192139, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.005369592139942779 }, { "score": 5.950536251068115, "text": "1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.0013430908024637087 }, { "score": 5.919944763183594, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 0.0013026257551368582 }, { "score": 5.29063081741333, "text": "It is understood and agreed that CRO is an independent contractor and will not have any rights to any of Client benefits, nor for any purposes be deemed or intended to be an employee of Client.", "probability": 0.000694243922603201 }, { "score": 5.028032302856445, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld", "probability": 0.0005339087038064942 }, { "score": 5.026589393615723, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld", "probability": 0.000533138877532356 }, { "score": 4.850972652435303, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 0.0004472712381164872 }, { "score": 4.756784439086914, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others", "probability": 0.00040706667551103717 }, { "score": 4.7444024085998535, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client", "probability": 0.0004020574397783233 }, { "score": 4.568049430847168, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 0.00033705360590843624 }, { "score": 4.5152997970581055, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client,", "probability": 0.0003197349437848513 }, { "score": 4.336442470550537, "text": "1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.00026737041669188603 }, { "score": 4.294816017150879, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO", "probability": 0.00025646919809071023 }, { "score": 3.689984083175659, "text": "CR", "probability": 0.0001400748101364632 }, { "score": 3.592998743057251, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1", "probability": 0.0001271275989092115 }, { "score": 3.371533155441284, "text": "CRO agrees to perform these Services according to CRO's Standard Operating Procedures (SOPs) or other guidelines as provided, which are provided to Client on request. 1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.00010187287477855819 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.216819763183594, "probability": 0.9850137811992536 }, { "score": 7.95017147064209, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.013818487086608792 }, { "score": 4.247421741485596, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.0003407035994316093 }, { "score": 4.0588483810424805, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 0.00028215019315017164 }, { "score": 3.7325398921966553, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.00020359465668142213 }, { "score": 3.0038163661956787, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 9.823941544768947e-05 }, { "score": 2.8232147693634033, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 8.200710725103392e-05 }, { "score": 1.738466739654541, "text": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client.", "probability": 2.7717331060361168e-05 }, { "score": 1.671800136566162, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 2.5929758461971284e-05 }, { "score": 1.6138553619384766, "text": "CR", "probability": 2.4469966535386444e-05 }, { "score": 1.521681785583496, "text": "1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 2.231530873998502e-05 }, { "score": 1.067347526550293, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld", "probability": 1.4167330917940968e-05 }, { "score": 0.8679261207580566, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement.", "probability": 1.1605942700479524e-05 }, { "score": 0.8629684448242188, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client,", "probability": 1.154854659087887e-05 }, { "score": -0.0031151771545410156, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 4.8572671783865e-06 }, { "score": -0.045856475830078125, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client", "probability": 4.654035404172901e-06 }, { "score": -0.28945255279541016, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client.", "probability": 3.6478523426388348e-06 }, { "score": -0.33089447021484375, "text": "CRO may not", "probability": 3.4997679899873712e-06 }, { "score": -0.34396839141845703, "text": "CRO may not subcontract any parts of the Services to a third party", "probability": 3.454310102969907e-06 }, { "score": -0.4300727844238281, "text": "CRO may", "probability": 3.1693241507874874e-06 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Disparagement": [ { "text": "", "score": 11.946340560913086, "probability": 0.9995545376087464 }, { "score": 3.8061630725860596, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 0.0002914555502828437 }, { "score": 2.8966479301452637, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.00011737481549004008 }, { "score": 0.12169647216796875, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay.", "probability": 7.318613574034867e-06 }, { "score": -0.4483684301376343, "text": "In the event that CRO believes that there is presently any such conflict, or any such conflict arises during the term of this Agreement, CRO will immediately notify Client which may, at its sole discretion, immediately terminate this Agreement without liability to CRO.", "probability": 4.138593539149104e-06 }, { "score": -0.5751583576202393, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 3.6457644816051327e-06 }, { "score": -0.650609016418457, "text": "5.4. Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 3.380810315221867e-06 }, { "score": -0.6855460405349731, "text": "4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 3.2647343447736176e-06 }, { "score": -1.043519377708435, "text": "In the event that CRO believes that there is presently any such conflict, or any such conflict arises during the term of this Agreement, CRO will immediately notify Client which may, at its sole discretion, immediately terminate this Agreement without liability to CRO.", "probability": 2.282348730537348e-06 }, { "score": -1.1719555854797363, "text": "Notwithstanding", "probability": 2.0072564710827322e-06 }, { "score": -1.2588540315628052, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.8401929014112012e-06 }, { "score": -1.4705003499984741, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.4891776955209288e-06 }, { "score": -1.508824348449707, "text": "Client", "probability": 1.433186213418573e-06 }, { "score": -1.5788922309875488, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 1.3362032602188007e-06 }, { "score": -1.9997366666793823, "text": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising. 5.6. CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 8.772070449715873e-07 }, { "score": -2.011425018310547, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause", "probability": 8.670136287429364e-07 }, { "score": -2.0366454124450684, "text": "Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 8.454206396923874e-07 }, { "score": -2.1657509803771973, "text": "CRO will inform Client in writing immediately of any suspected fraud.", "probability": 7.430242885463424e-07 }, { "score": -2.3666188716888428, "text": "CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff. CRO will notify Client of any change in staff. Any new or replacement personnel shall be subject to Client's prior written approval, which approval shall not be unreasonably withheld. 5.3. CRO will utilize CRO business cards, letterheads and facsimile templates for the purpose of the conduct of this trial. 5.4. Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 6.078090941069847e-07 }, { "score": -2.4581077098846436, "text": "CRO will utilize CRO business cards, letterheads and facsimile templates for the purpose of the conduct of this trial. 5.4. Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 5.546692579625326e-07 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Termination For Convenience": [ { "score": 14.291187286376953, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.5187635110911171 }, { "score": 13.936975479125977, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.36403001005035523 }, { "score": 11.781749725341797, "text": "Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.04218271566098994 }, { "text": "", "score": 11.713541030883789, "probability": 0.039401420194085116 }, { "score": 10.6917724609375, "text": "4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.014182847206380567 }, { "score": 10.649024963378906, "text": "Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.013589341791377085 }, { "score": 9.513279914855957, "text": "4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.004364661969462052 }, { "score": 8.032696723937988, "text": "Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate.", "probability": 0.0009929822941541736 }, { "score": 8.020791053771973, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause", "probability": 0.0009812302711496477 }, { "score": 7.105931282043457, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause", "probability": 0.0003930541510589175 }, { "score": 6.3864850997924805, "text": "Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate.", "probability": 0.000191425980496878 }, { "score": 6.0763068199157715, "text": "thirty (30) days written notice without cause.", "probability": 0.00014037577433098034 }, { "score": 5.92390251159668, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.00012053240294428672 }, { "score": 5.905056953430176, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay.", "probability": 0.00011828217255549042 }, { "score": 5.837772846221924, "text": "without cause.", "probability": 0.00011058549757711112 }, { "score": 5.753054618835449, "text": "Client", "probability": 0.00010160276284421439 }, { "score": 5.636018753051758, "text": "this Agreement on thirty (30) days written notice without cause.", "probability": 9.038107176460527e-05 }, { "score": 5.620848655700684, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination. 4.4. Either party shall be entitled forthwith to terminate this Agreement with immediate effect by written notice to the other if that other is adjudged insolvent or goes into liquidation (other than for bona fide reconstruction) or has a receiver appointed over any of its property or assets.", "probability": 8.902032949930386e-05 }, { "score": 5.540558815002441, "text": "Client", "probability": 8.215230678852631e-05 }, { "score": 5.434250354766846, "text": "without cause.", "probability": 7.386702106867347e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.202033042907715, "probability": 0.9988567207787489 }, { "score": 5.270752429962158, "text": "CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff.", "probability": 0.0009756325323277732 }, { "score": 2.733198642730713, "text": "CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff", "probability": 7.713307867283304e-05 }, { "score": 2.1939311027526855, "text": "CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff. CRO will notify Client of any change in staff.", "probability": 4.498210232502493e-05 }, { "score": 1.4569120407104492, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 2.1525658076443187e-05 }, { "score": 0.08573079109191895, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 5.463362118605409e-06 }, { "score": -0.22253131866455078, "text": "CR", "probability": 4.014056247590143e-06 }, { "score": -0.7062764167785645, "text": "5.2. CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff.", "probability": 2.4745465448045776e-06 }, { "score": -1.1018409729003906, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 1.6661117342833114e-06 }, { "score": -1.1195969581604004, "text": "CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff. CRO will notify Client of any change in staff", "probability": 1.6367893729753715e-06 }, { "score": -1.1258113384246826, "text": "CRO will notify Client of any change in staff.", "probability": 1.6266492812251172e-06 }, { "score": -1.1686010360717773, "text": "CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff. CR", "probability": 1.5585135987449028e-06 }, { "score": -1.3266831636428833, "text": "CRO warrants to Client that the Services will be performed in a professional and workmanlike manner and on a best endeavours basis in accordance with the standard of care ordinarily and reasonably expected in the performance of such Services and that the work performed for Client will be correct in all material respects to the best of the knowledge and belief of CRO. However, Client acknowledges that the provision of the Services is dependent upon the responsiveness of the South African regulatory authorities and CRO shall not be held responsible for any acts or omissions of such authorities. Confidential Page 2 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 5.2. CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff.", "probability": 1.3306272108147555e-06 }, { "score": -1.6196248531341553, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 9.927352454915191e-07 }, { "score": -1.8455810546875, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein", "probability": 7.919575612415046e-07 }, { "score": -1.972244143486023, "text": "however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff.", "probability": 6.977387278510146e-07 }, { "score": -2.213926315307617, "text": "CRO reserves the right to place staff on the project,", "probability": 5.479382211513115e-07 }, { "score": -2.4060401916503906, "text": "CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff. CRO will notify Client", "probability": 4.5216568351901183e-07 }, { "score": -2.50288462638855, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 4.104295254555776e-07 }, { "score": -2.6846094131469727, "text": "CRO reserves the right to place staff on the project, however", "probability": 3.42228775497216e-07 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Change Of Control": [ { "text": "", "score": 12.292619705200195, "probability": 0.9994618119192122 }, { "score": 4.493189811706543, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.00040974799792160854 }, { "score": 1.9577405452728271, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination. 4.4. Either party shall be entitled forthwith to terminate this Agreement with immediate effect by written notice to the other if that other is adjudged insolvent or goes into liquidation (other than for bona fide reconstruction) or has a receiver appointed over any of its property or assets.", "probability": 3.246274308309874e-05 }, { "score": 1.6278702020645142, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 2.33412626117818e-05 }, { "score": 1.294567346572876, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.6725255231580303e-05 }, { "score": 0.8032653331756592, "text": "CRO will notify Client of any change in staff.", "probability": 1.0233000622976302e-05 }, { "score": 0.643987774848938, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 8.72628988214768e-06 }, { "score": 0.10261064767837524, "text": "Either party may terminate this Agreement on", "probability": 5.078231989686963e-06 }, { "score": 0.04137587547302246, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible.", "probability": 4.776597128980893e-06 }, { "score": -0.08241605758666992, "text": "4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 4.220427651879734e-06 }, { "score": -0.12858283519744873, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 4.030013333889873e-06 }, { "score": -0.3356008529663086, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 3.2764209958363664e-06 }, { "score": -0.41992712020874023, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay.", "probability": 3.0114611702636312e-06 }, { "score": -0.5217530727386475, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 2.7199117830220047e-06 }, { "score": -0.638333797454834, "text": "Client", "probability": 2.4206079372352173e-06 }, { "score": -0.9631180763244629, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause", "probability": 1.7493327744388501e-06 }, { "score": -1.049522042274475, "text": "Either party shall be entitled forthwith to terminate this Agreement with immediate effect by written notice to the other if that other is adjudged insolvent or goes into liquidation (other than for bona fide reconstruction) or has a receiver appointed over any of its property or assets.", "probability": 1.6045293561457613e-06 }, { "score": -1.055117130279541, "text": "CRO will notify Client of any change in staff. Any new or replacement personnel shall be subject to Client's prior written approval, which approval shall not be unreasonably withheld.", "probability": 1.595576941320424e-06 }, { "score": -1.2006992101669312, "text": "In the event that CRO believes that there is presently any such conflict, or any such conflict arises during the term of this Agreement, CRO will immediately notify Client which may, at its sole discretion, immediately terminate this Agreement without liability to CRO.", "probability": 1.3794064661266232e-06 }, { "score": -1.437079906463623, "text": "In the event that CRO believes that there is presently any such conflict, or any such conflict arises during the term of this Agreement, CRO will immediately notify Client which may, at its sole discretion, immediately terminate this Agreement without liability to CRO.", "probability": 1.0890139059584775e-06 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Anti-Assignment": [ { "score": 15.1649808883667, "text": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any attempted assignment or delegation without such consent will be void.", "probability": 0.39291493261169563 }, { "score": 14.811485290527344, "text": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client.", "probability": 0.27591629318109495 }, { "score": 14.712698936462402, "text": "Any attempted assignment or delegation without such consent will be void.", "probability": 0.24996256835599764 }, { "score": 13.193750381469727, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.054727297495362585 }, { "text": "", "score": 12.14852523803711, "probability": 0.01924280994576296 }, { "score": 11.075462341308594, "text": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client", "probability": 0.006580262149691626 }, { "score": 7.107860565185547, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld", "probability": 0.000124490335673755 }, { "score": 6.663980960845947, "text": "12.1 CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any attempted assignment or delegation without such consent will be void.", "probability": 7.986586048610703e-05 }, { "score": 6.461577415466309, "text": "1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 6.523166027166583e-05 }, { "score": 6.310485363006592, "text": "12.1 CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client.", "probability": 5.608413004456322e-05 }, { "score": 6.191739082336426, "text": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any", "probability": 4.980456292992873e-05 }, { "score": 6.0970306396484375, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client,", "probability": 4.530412836601974e-05 }, { "score": 5.918918132781982, "text": "General Provisions 12.1 CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any attempted assignment or delegation without such consent will be void.", "probability": 3.791268131177503e-05 }, { "score": 5.854728698730469, "text": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any attempted assignment or delegation without such consent will be void. 12.2 The headings in this Agreement are for reference purposes only; they will not affect the meaning or construction of the terms of this Agreement. 12.3 If any parts or part of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable. 12.4. The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities.", "probability": 3.5555548546444956e-05 }, { "score": 5.802664756774902, "text": "CR", "probability": 3.3751750389650505e-05 }, { "score": 5.739457130432129, "text": "Any", "probability": 3.168440655350732e-05 }, { "score": 5.565422534942627, "text": "General Provisions 12.1 CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client.", "probability": 2.662338746600683e-05 }, { "score": 5.487267017364502, "text": ". Any attempted assignment or delegation without such consent will be void.", "probability": 2.4621856890824793e-05 }, { "score": 5.402446746826172, "text": "Any attempted assignment or delegation without such consent will be void. 12.2 The headings in this Agreement are for reference purposes only; they will not affect the meaning or construction of the terms of this Agreement. 12.3 If any parts or part of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable. 12.4. The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities.", "probability": 2.2619543051979156e-05 }, { "score": 5.387609481811523, "text": ".", "probability": 2.22864084121308e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.087030410766602, "probability": 0.7739154346327941 }, { "score": 9.195463180541992, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees", "probability": 0.0429439329415572 }, { "score": 9.097258567810059, "text": "Signature of Contract: 20% of Professional Fees", "probability": 0.03892710392833983 }, { "score": 8.453548431396484, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount)", "probability": 0.020449953950361182 }, { "score": 8.35534381866455, "text": "Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount)", "probability": 0.01853713500900897 }, { "score": 7.859341144561768, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount) Signature of contract SAHPRA approval 15% [***] FPI 5% [***] 50% recruitment 20% [***] 100% recruitment 20% [***] DB lock 10% [***] CSR Draft 10%", "probability": 0.01128837396956334 }, { "score": 7.776883125305176, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***]", "probability": 0.01039490024245901 }, { "score": 7.761136531829834, "text": "Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount) Signature of contract SAHPRA approval 15% [***] FPI 5% [***] 50% recruitment 20% [***] 100% recruitment 20% [***] DB lock 10% [***] CSR Draft 10%", "probability": 0.010232497971091147 }, { "score": 7.678678512573242, "text": "Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***]", "probability": 0.009422596728939796 }, { "score": 7.621016502380371, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount) Signature of contract SAHPRA 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1.8539963960647583, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount", "probability": 3.4870609415135695e-05 }, { "score": 1.6202201843261719, "text": "Signature of Contract: 20% of Professional Fees OnQ costs", "probability": 2.7601444976426212e-05 }, { "score": 1.468058466911316, "text": "With reference to OnQ proposal v3 13/04/2018 [***]", "probability": 2.3705483866706428e-05 }, { "score": 1.3783785104751587, "text": "Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount", "probability": 2.167211587913288e-05 }, { "score": 1.3333492279052734, "text": "PAYMENT SCHEDULE (USD) With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of 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[***] [***] [***] Milestone Percentage USD ( amount) Signature of contract SAHPRA approval 15% [***] FPI 5% [***] 50% recruitment 20% [***] 100% recruitment 20% [***] DB lock 10% [***] CSR Draft 10% [***] Acceptance of Final CSR Final Payment [***]", "probability": 0.00014385751915897541 }, { "score": 2.948977470397949, "text": "Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount) Signature of contract SAHPRA approval 15% [***] FPI 5% [***] 50% recruitment 20% [***] 100% recruitment 20% [***] DB lock 10% [***] CSR Draft 10% [***] Acceptance of Final CSR Final Payment", "probability": 0.00011055993252541506 }, { "score": 2.9021706581115723, "text": "Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount", "probability": 0.00010550421845101974 }, { "score": 2.7162907123565674, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***]", "probability": 8.760788380611137e-05 }, { "score": 2.648331642150879, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount) Signature of contract SAHPRA approval 15% [***] FPI 5% [***] 50% recruitment 20% [***] 100% recruitment 20% [***] DB lock 10% [***] CSR Draft 10% [***] Acceptance of Final CSR Final Payment [***]", "probability": 8.185193312802182e-05 }, { "score": 2.5127696990966797, "text": "Signature of Contract: 20% of Professional Fees OnQ costs", "probability": 7.147516011927375e-05 }, { "score": 2.5110371112823486, "text": "Milestone Percentage USD ( amount) Signature of contract SAHPRA approval 15% [***] FPI 5% [***] 50% recruitment 20% [***] 100% recruitment 20% [***] DB lock 10% [***] CSR Draft 10% [***] Acceptance of Final CSR Final Payment [***]", "probability": 7.135143034512483e-05 }, { "score": 2.385066032409668, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount) Signature of contract SAHPRA approval 15% [***] FPI 5% [***] 50% recruitment 20% [***] 100% recruitment 20% [***] DB lock 10% [***] CSR Draft 10% [***] Acceptance of Final CSR Final Payment", "probability": 6.290629962628733e-05 }, { "score": 2.338259220123291, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount", "probability": 6.002970358354245e-05 }, { "score": 2.2634360790252686, "text": "Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management", "probability": 5.570201701232971e-05 }, { "score": 2.247771739959717, "text": "Milestone Percentage USD ( amount) Signature of contract SAHPRA approval 15% [***] FPI 5% [***] 50% recruitment 20% [***] 100% recruitment 20% [***] DB lock 10% [***] CSR Draft 10% [***] Acceptance of Final CSR Final Payment", "probability": 5.483628003220662e-05 }, { "score": 2.20096492767334, "text": "Milestone Percentage USD ( amount", "probability": 5.232871199726249e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.275688171386719, "probability": 0.408398266152911 }, { "score": 12.181842803955078, "text": "CRO agrees that during the term of this Agreement and for a period of 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(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein", "probability": 0.0007423074965372508 }, { "score": 5.952871322631836, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 0.0007330260726573101 }, { "score": 5.664565563201904, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein", "probability": 0.0005494267772848134 }, { "score": 5.632998466491699, "text": "Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 0.0005323538580316213 }, { "score": 5.5938873291015625, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential", "probability": 0.0005119348022191738 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.165413856506348, "probability": 0.9676316393160957 }, { "score": 8.277912139892578, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 0.019833050441803928 }, { "score": 7.471593379974365, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.00885543150749338 }, { "score": 5.863129615783691, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client", "probability": 0.001772812442730458 }, { "score": 4.687188625335693, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; 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and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein; (c) to execute all necessary documents and provide Client proper assistance (at its expense) sufficient to enable it to obtain patent, copyright or other legal protections for any such inventions or innovations as described in paragraph 7.1(a) and (b), and to make and maintain reasonably detailed accurate records of any such inventions or innovations; (d) to deliver to Client, upon termination or expiration of this Agreement, all materials which were provided to CRO under the terms of this Agreement and which relate to the business of, or belong to, Client or which were provided by Client for the use of its employees, contractors or consultants;", "probability": 0.00010455307481022397 }, { "score": 2.519869565963745, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others", "probability": 6.261860668908688e-05 }, { "score": 2.4687857627868652, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein", "probability": 5.950013980541817e-05 }, { "score": 2.271850347518921, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter", "probability": 4.886411326275675e-05 }, { "score": 2.2671267986297607, "text": "(a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 4.863384550348662e-05 }, { "score": 2.2576076984405518, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client", "probability": 4.8173091516431905e-05 }, { "score": 2.2242157459259033, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 4.6591058514929455e-05 }, { "score": 1.5708494186401367, "text": "if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 2.424092494022055e-05 }, { "score": 1.512770652770996, "text": "CR", "probability": 2.2873145851490457e-05 }, { "score": 1.2592158317565918, "text": "CRO agrees that during the term of this Agreement", "probability": 1.7750412075790545e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__License Grant": [ { "text": "", "score": 11.769132614135742, "probability": 0.9998622703196445 }, { "score": 1.9661359786987305, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 5.527806544954748e-05 }, { "score": 1.3568649291992188, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 3.0057287193498977e-05 }, { "score": 0.2299666404724121, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 9.739666191380736e-06 }, { "score": 0.0816277265548706, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 8.396944848819614e-06 }, { "score": -0.0545504093170166, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein; (c) to execute all necessary documents and provide Client proper assistance (at its expense) sufficient to enable it to obtain patent, copyright or other legal protections for any such inventions or innovations as described in paragraph 7.1(a) and (b), and to make and maintain reasonably detailed accurate records of any such inventions or innovations; (d) to deliver to Client, upon termination or expiration of this Agreement, all materials which were provided to CRO under the terms of this Agreement and which relate to the business of, or belong to, Client or which were provided by Client for the use of its employees, contractors or consultants;", "probability": 7.3279059675147876e-06 }, { "score": -0.44761157035827637, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein; (c) to execute all necessary documents and provide Client proper assistance (at its expense) sufficient to enable it to obtain patent, copyright or other legal protections for any such inventions or innovations as described in paragraph 7.1(a) and (b), and to make and maintain reasonably detailed accurate records of any such inventions or innovations;", "probability": 4.946244660955339e-06 }, { "score": -0.5284340381622314, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 4.56220548914307e-06 }, { "score": -0.6777547597885132, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 3.929394901230112e-06 }, { "score": -0.8657644987106323, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 3.2559226963524044e-06 }, { "score": -1.2878165245056152, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 2.134908268442757e-06 }, { "score": -1.3677904605865479, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client", "probability": 1.9708200872613367e-06 }, { "score": -1.9760069847106934, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client", "probability": 1.0727583407305958e-06 }, { "score": -2.0431652069091797, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 1.0030797304087096e-06 }, { "score": -2.1271729469299316, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client", "probability": 9.222557181872164e-07 }, { "score": -2.3105878829956055, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client", "probability": 7.677065783076529e-07 }, { "score": -2.4179859161376953, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 6.895295596872987e-07 }, { "score": -2.472076177597046, "text": "(a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 6.532234796642096e-07 }, { "score": -2.6787848472595215, "text": "6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 5.312382680824046e-07 }, { "score": -2.758523464202881, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 4.905229267198581e-07 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Transferable License": [ { "text": "", "score": 12.033344268798828, "probability": 0.6075113138865632 }, { "score": 11.592185974121094, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.39080648103267973 }, { "score": 5.283156394958496, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld", "probability": 0.0007111889904709501 }, { "score": 4.380636215209961, "text": "1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.0002884200787335415 }, { "score": 3.8013017177581787, "text": "CR", "probability": 0.00016159343603461504 }, { "score": 3.6907410621643066, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client,", "probability": 0.00014467977776975034 }, { "score": 2.9956679344177246, "text": "CRO may not subcontract any parts of the Services to a third party", "probability": 7.220070015748877e-05 }, { "score": 2.986116409301758, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 7.151435638942746e-05 }, { "score": 2.428508758544922, "text": "CRO may", "probability": 4.094749218216907e-05 }, { "score": 2.0829453468322754, "text": "CRO may not", "probability": 2.8983513135079505e-05 }, { "score": 2.0005762577056885, "text": "CRO agrees to perform the specific tasks set forth in the Project-specific Addenda in a professional manner, in strict accordance with the terms and conditions contained herein, relevant professional standards including in accordance with the Protocol and applicable amendments and ICH GCP Guidelines (ICH Harmonised Tripartite Guideline for Good Clinical Practice, May 1996) and all other relevant laws, rules, regulations and guidelines. 1.5. CRO agrees to perform these Services according to CRO's Standard Operating Procedures (SOPs) or other guidelines as provided, which are provided to Client on request. 1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 2.6691844428013366e-05 }, { "score": 1.9698338508605957, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client", "probability": 2.5883757793460536e-05 }, { "score": 1.8788018226623535, "text": "CRO agrees to perform these Services according to CRO's Standard Operating Procedures (SOPs) or other guidelines as provided, which are provided to Client on request. 1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 2.36315724012499e-05 }, { "score": 1.5797021389007568, "text": ".", "probability": 1.7522468081298788e-05 }, { "score": 1.3233399391174316, "text": "CRO", "probability": 1.3559965632377615e-05 }, { "score": 1.2048311233520508, "text": "subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 1.2044557910738589e-05 }, { "score": 1.1803609132766724, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.175340190108415e-05 }, { "score": 1.1505954265594482, "text": "may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 1.1408711559612782e-05 }, { "score": 1.074049949645996, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CR", "probability": 1.0568012590005676e-05 }, { "score": 0.9792766571044922, "text": "CRO may not subcontract any parts of the Services to", "probability": 9.612443586122807e-06 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.091819763183594, "probability": 0.9468220063084877 }, { "score": 8.78464412689209, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 0.03467210537221979 }, { "score": 7.838561058044434, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.013461751136618847 }, { "score": 6.315539360046387, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client", "probability": 0.002935361801490383 }, { "score": 4.831211566925049, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others", "probability": 0.000665313396730341 }, { "score": 4.322640895843506, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1", "probability": 0.00040008920383744254 }, { "score": 3.760019302368164, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 0.0002279362394622476 }, { "score": 3.338571071624756, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 0.00014954804427923392 }, { "score": 3.211881637573242, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client", "probability": 0.00013175290988198931 }, { "score": 3.1558942794799805, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential", "probability": 0.00012457910746836463 }, { "score": 2.767949342727661, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client", "probability": 8.452065807316418e-05 }, { "score": 2.7222037315368652, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein; (c) to execute all necessary documents and provide Client proper assistance (at its expense) sufficient to enable it to obtain patent, copyright or other legal protections for any such inventions or innovations as described in paragraph 7.1(a) and (b), and to make and maintain reasonably detailed accurate records of any such inventions or innovations;", "probability": 8.074131220579916e-05 }, { "score": 2.5021371841430664, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client", "probability": 6.479210892785235e-05 }, { "score": 2.1652376651763916, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client,", "probability": 4.626030736949582e-05 }, { "score": 1.7612119913101196, "text": "(a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 3.088462932531559e-05 }, { "score": 1.6871671676635742, "text": "CR", "probability": 2.8680395440480938e-05 }, { "score": 1.3263771533966064, "text": "6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 1.9993831268282036e-05 }, { "score": 1.2952919006347656, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property", "probability": 1.9381878597686907e-05 }, { "score": 1.2573492527008057, "text": "Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 1.866025551829354e-05 }, { "score": 1.0808556079864502, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein", "probability": 1.5641102797517645e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.229101181030273, "probability": 0.9999836055395654 }, { "score": 0.6330816745758057, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 9.202495128602166e-06 }, { "score": -0.5798794031143188, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 2.736045361791052e-06 }, { "score": -1.4615315198898315, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 1.132991480329169e-06 }, { "score": -1.4710386991500854, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client", "probability": 1.1222709688863295e-06 }, { "score": -1.9277302026748657, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 7.108191651080848e-07 }, { "score": -2.878086566925049, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 2.7480498328159284e-07 }, { "score": -2.9833714962005615, "text": "CRO", "probability": 2.4734318002304627e-07 }, { "score": -3.231788158416748, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client", "probability": 1.9293630391510932e-07 }, { "score": -3.417628288269043, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein", "probability": 1.6021553028729388e-07 }, { "score": -3.4742367267608643, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 1.5139790971897462e-07 }, { "score": -3.875523567199707, "text": "(", "probability": 1.0135454273281616e-07 }, { "score": -4.3393635749816895, "text": "5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 6.373823935663351e-08 }, { "score": -4.339877128601074, "text": "6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 6.370551475675627e-08 }, { "score": -4.593390464782715, "text": "Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 4.943990029886071e-08 }, { "score": -4.7838850021362305, "text": "3.0 Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 4.0864563082622974e-08 }, { "score": -4.850064754486084, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 3.8247703024993964e-08 }, { "score": -4.85962438583374, "text": "CR", "probability": 3.788381119130141e-08 }, { "score": -4.964192867279053, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client", "probability": 3.412244551644459e-08 }, { "score": -4.974169731140137, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 3.378370312607782e-08 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.70602035522461, "probability": 0.9999756306713862 }, { "score": 0.7806887626647949, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.7996091506293142e-05 }, { "score": -1.3035166263580322, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 2.238820594191327e-06 }, { "score": -1.944659948348999, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 1.1791642027578861e-06 }, { "score": -2.3196115493774414, "text": "Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 8.10466139267995e-07 }, { "score": -3.3167834281921387, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter", "probability": 2.9899823904869993e-07 }, { "score": -3.5680489540100098, "text": "5.6. CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 2.3256555867732302e-07 }, { "score": -3.6748759746551514, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 2.0900227507692695e-07 }, { "score": -3.694669485092163, "text": ":", "probability": 2.0490605934305933e-07 }, { "score": -3.865412473678589, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 1.727436387313724e-07 }, { "score": -4.075912952423096, "text": "Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO. For clarity, there shall be no payment obligations other than as agreed in each Project-specific Addendum. 2.4 CRO will provide a detailed account of all time and tasks, as against project specific task and time addenda, and will be payable within 30 days of receipt of invoice by Client. 2.5. Changes in scope may be incorporated into this Agreement or the Project-specific Addenda upon the written consent of both parties. 2.6. In the event of a conflict between the terms of this Agreement and the Project-specific Addenda the terms of this Agreement shall prevail unless specifically stated in the Project-specific Addenda. 3.0 Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 1.399532110092875e-07 }, { "score": -4.104896068572998, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client,", "probability": 1.359551488563662e-07 }, { "score": -4.110698699951172, "text": "5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.3516853566392353e-07 }, { "score": -4.300384044647217, "text": "CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.1181403253276458e-07 }, { "score": -4.383604526519775, "text": "agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.0288548623124326e-07 }, { "score": -4.542025566101074, "text": "Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO.", "probability": 8.781176997092784e-08 }, { "score": -4.581368923187256, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 8.442403947162359e-08 }, { "score": -4.664965629577637, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 7.765341146647956e-08 }, { "score": -4.6894073486328125, "text": "4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 7.577843575575944e-08 }, { "score": -4.698050022125244, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 7.512632950757628e-08 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.101146697998047, "probability": 0.9999714464537524 }, { "score": 1.272252082824707, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.9817936051387094e-05 }, { "score": -0.3770695924758911, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 3.808615409603347e-06 }, { "score": -0.5280672311782837, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 3.274836927880898e-06 }, { "score": -2.381808042526245, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 5.130034357250927e-07 }, { "score": -3.3776841163635254, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter", "probability": 1.895033056873836e-07 }, { "score": -3.938410997390747, "text": "6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.0816735245931744e-07 }, { "score": -4.029788970947266, "text": ":", "probability": 9.87213874097812e-08 }, { "score": -4.075192928314209, "text": "4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 9.433928102100833e-08 }, { "score": -4.098404884338379, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client", "probability": 9.217470103417859e-08 }, { "score": -4.234652519226074, "text": "(a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 8.043408794676266e-08 }, { "score": -4.2353129386901855, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter", "probability": 8.03809852464631e-08 }, { "score": -4.349895477294922, "text": "Client", "probability": 7.167880575182406e-08 }, { "score": -4.43483829498291, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 6.584162848317654e-08 }, { "score": -4.713610649108887, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 4.982315998609915e-08 }, { "score": -4.740929126739502, "text": "Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 4.848049045010486e-08 }, { "score": -4.818246841430664, "text": "CR", "probability": 4.487333502278452e-08 }, { "score": -4.917378902435303, "text": "6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 4.063832888866088e-08 }, { "score": -4.998363018035889, "text": "this Agreement and for a period of three years thereafter:", "probability": 3.747700582697567e-08 }, { "score": -5.021480560302734, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client", "probability": 3.6620567081399726e-08 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Source Code Escrow": [ { "text": "", "score": 12.237039566040039, "probability": 0.9997131631309986 }, { "score": 3.66656756401062, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.00018956873528167334 }, { "score": 2.675140857696533, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 7.03388988049961e-05 }, { "score": 1.2440990209579468, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.6815198244560207e-05 }, { "score": -0.5070215463638306, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 2.9187707964911472e-06 }, { "score": -1.214219570159912, "text": "CR", "probability": 1.4390231908871452e-06 }, { "score": -1.5083810091018677, "text": "1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 1.0722970303377177e-06 }, { "score": -1.9190363883972168, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 7.111639575070493e-07 }, { "score": -1.9452331066131592, "text": "CRO agrees to perform the specific tasks set forth in the Project-specific Addenda in a professional manner, in strict accordance with the terms and conditions contained herein, relevant professional standards including in accordance with the Protocol and applicable amendments and ICH GCP Guidelines (ICH Harmonised Tripartite Guideline for Good Clinical Practice, May 1996) and all other relevant laws, rules, regulations and guidelines. 1.5. CRO agrees to perform these Services according to CRO's Standard Operating Procedures (SOPs) or other guidelines as provided, which are provided to Client on request. 1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 6.927757032583348e-07 }, { "score": -2.165531635284424, "text": "1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 5.557995777583338e-07 }, { "score": -2.4296627044677734, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO.", "probability": 4.2678342724944925e-07 }, { "score": -2.4303784370422363, "text": "CRO agrees to perform these Services according to CRO's Standard Operating Procedures (SOPs) or other guidelines as provided, which are provided to Client on request. 1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 4.2647807373708896e-07 }, { "score": -2.778329849243164, "text": "CR", "probability": 3.011503204716273e-07 }, { "score": -2.825528144836426, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement.", "probability": 2.872667561622418e-07 }, { "score": -2.9806642532348633, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld", "probability": 2.459861269074461e-07 }, { "score": -3.020519733428955, "text": "Either party shall be entitled forthwith to terminate this Agreement with immediate effect by written notice to the other if that other is adjudged insolvent or goes into liquidation (other than for bona fide reconstruction) or has a receiver appointed over any of its property or assets.", "probability": 2.363750313159622e-07 }, { "score": -3.057539463043213, "text": "CRO may", "probability": 2.2778448252727001e-07 }, { "score": -3.2254276275634766, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client,", "probability": 1.9258002186094974e-07 }, { "score": -3.23038387298584, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CR", "probability": 1.9162790940965458e-07 }, { "score": -3.2485709190368652, "text": "CRO may not", "probability": 1.8817426478935697e-07 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Post-Termination Services": [ { "text": "", "score": 12.378271102905273, "probability": 0.5805306886146417 }, { "score": 10.613911628723145, "text": "(d) to deliver to Client, upon termination or expiration of this Agreement, all materials which were provided to CRO under the terms of this Agreement and which relate to the business of, or belong to, Client or which were provided by Client for the use of its employees, contractors or consultants;", "probability": 0.09944285836299356 }, { "score": 9.873564720153809, "text": "In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay.", "probability": 0.04742911510343445 }, { "score": 9.774906158447266, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 0.04297324535987755 }, { "score": 9.729759216308594, "text": "In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 0.04107627807060945 }, { "score": 9.576604843139648, "text": "In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 0.03524333402865646 }, { "score": 9.400186538696289, "text": "In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible.", "probability": 0.029543333016628183 }, { "score": 9.345823287963867, "text": "In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 0.027980136581693234 }, { "score": 9.222016334533691, "text": "In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 0.024721860611179588 }, { "score": 9.189766883850098, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.023937312799311425 }, { "score": 9.016251564025879, "text": "In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible.", "probability": 0.020124201121522658 }, { "score": 7.957534313201904, "text": "(d) to deliver to Client, upon termination or expiration of this Agreement, all materials which were provided to CRO under the terms of this Agreement and which relate to the business of, or belong to, Client or which were provided by Client for the use of its employees, contractors or consultants", "probability": 0.006981095660457387 }, { "score": 7.633671760559082, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.005049773158780286 }, { "score": 7.618342876434326, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client", "probability": 0.004972956035729469 }, { "score": 7.509280204772949, "text": "In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 0.004459121472811762 }, { "score": 6.48357629776001, "text": "In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible.", "probability": 0.0015987912267223707 }, { "score": 6.240503311157227, "text": "(d) to deliver to Client, upon termination or expiration of this Agreement, all materials which were provided to CRO under the terms of this Agreement and which relate to the business of, or belong to, Client or which were provided by Client for the use of its employees, contractors or consultants;", "probability": 0.0012537949020161607 }, { "score": 6.009632110595703, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client", "probability": 0.0009953146837609627 }, { "score": 5.990257740020752, "text": "In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay", "probability": 0.0009762166914208908 }, { "score": 5.672644138336182, "text": "In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination. 4.4. Either party shall be entitled forthwith to terminate this Agreement with immediate effect by written notice to the other if that other is adjudged insolvent or goes into liquidation (other than for bona fide reconstruction) or has a receiver appointed over any of its property or assets. 5.0 Warranties, Limitations of Liability and Indemnification 5.1. CRO warrants to Client that the Services will be performed in a professional and workmanlike manner and on a best endeavours basis in accordance with the standard of care ordinarily and reasonably expected in the performance of such Services and that the work performed for Client will be correct in all material respects to the best of the knowledge and belief of CRO.", "probability": 0.0007105724977521278 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Audit Rights": [ { "text": "", "score": 12.288301467895508, "probability": 0.35496241294776354 }, { "score": 11.921882629394531, "text": "Client may designate representatives who shall, upon reasonable notice to CRO, have access to and shall be permitted to review all documents, information, data and/or materials specifically related to the conduct of the projects covered by the Addenda.", "probability": 0.24606434489607076 }, { "score": 11.170256614685059, "text": "Client shall have the right to be present at any such inspections and shall have primary responsibility for preparing any responses, which may be required, to the extent such responses relate to the project covered by the Addenda. 8.2. Client may designate representatives who shall, upon reasonable notice to CRO, have access to and shall be permitted to review all documents, information, data and/or materials specifically related to the conduct of the projects covered by the Addenda.", "probability": 0.11604372406020488 }, { "score": 11.050041198730469, "text": "Client shall have the right to be present at any such inspections and shall have primary responsibility for preparing any responses, which may be required, to the extent such responses relate to the project covered by the Addenda.", "probability": 0.10289938186554634 }, { "score": 10.819770812988281, "text": "Client shall have the right to be present at any such inspections and shall have primary responsibility for preparing any responses, which may be required, to the extent such responses relate to the project covered by the Addenda.", "probability": 0.08173491362568974 }, { "score": 10.11850643157959, "text": "Both parties shall promptly notify the other party of any governmental regulatory inspections of which it becomes aware and which relate to any project covered in the Addenda. Client shall have the right to be present at any such inspections and shall have primary responsibility for preparing any responses, which may be required, to the extent such responses relate to the project covered by the Addenda.", "probability": 0.04053707017911644 }, { "score": 9.771153450012207, "text": "Both parties shall promptly notify the other party of any governmental regulatory inspections of which it becomes aware and which relate to any project covered in the Addenda. Client shall have the right to be present at any such inspections and shall have primary responsibility for preparing any responses, which may be required, to the extent such responses relate to the project covered by the Addenda. 8.2. Client may designate representatives who shall, upon reasonable notice to CRO, have access to and shall be permitted to review all documents, information, data and/or materials specifically related to the conduct of the projects covered by the Addenda.", "probability": 0.028641705415956845 }, { "score": 9.42066764831543, "text": "Both parties shall promptly notify the other party of any governmental regulatory inspections of which it becomes aware and which relate to any project covered in the Addenda. Client shall have the right to be present at any such inspections and shall have primary responsibility for preparing any responses, which may be required, to the extent such responses relate to the project covered by the Addenda.", "probability": 0.020173665893824036 }, { "score": 8.071218490600586, "text": "Both parties shall promptly notify the other party of any governmental regulatory inspections of which it becomes aware and which relate to any project covered in the Addenda.", "probability": 0.005232708007607257 }, { "score": 7.2454681396484375, "text": "Both parties shall promptly notify the other party of any governmental regulatory inspections of which it becomes aware and which relate to any project covered in the Addenda.", "probability": 0.0022914357280737476 }, { "score": 5.238747596740723, "text": "8.2. Client may designate representatives who shall, upon reasonable notice to CRO, have access to and shall be permitted to review all documents, information, data and/or materials specifically related to the conduct of the projects covered by the Addenda.", "probability": 0.0003080349691335749 }, { "score": 5.07827615737915, "text": "Client may designate representatives who shall, upon reasonable notice to CRO, have access to and shall be permitted to review all documents, information, data and/or materials specifically related to the conduct of the projects covered by the Addenda. 8.3. CRO will inform Client in writing immediately of any suspected fraud.", "probability": 0.0002623663667384311 }, { "score": 4.550687789916992, "text": "Client", "probability": 0.0001548030255487314 }, { "score": 4.525974750518799, "text": "CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client.", "probability": 0.0001510242570237797 }, { "score": 4.474539756774902, "text": "Client may designate representatives who shall, upon reasonable notice to CRO, have access to and shall be permitted to review all documents, information, data and/or materials specifically related to the conduct of the projects covered by the Addenda", "probability": 0.0001434527155748871 }, { "score": 4.3266496658325195, "text": "Client shall have the right to be present at any such inspections and shall have primary responsibility for preparing any responses, which may be required, to the extent such responses relate to the project covered by the Addenda. 8.2. Client may designate representatives who shall, upon reasonable notice to CRO, have access to and shall be permitted to review all documents, information, data and/or materials specifically related to the conduct of the projects covered by the Addenda. 8.3. CRO will inform Client in writing immediately of any suspected fraud.", "probability": 0.000123731683920179 }, { "score": 3.837329626083374, "text": "Client", "probability": 7.585285476138063e-05 }, { "score": 3.7990610599517822, "text": "Client shall have the right to be present at any such inspections and shall have primary responsibility for preparing any responses, which may be required, to the extent such responses relate to the project covered by the Addenda. 8.2. Client", "probability": 7.300491560147502e-05 }, { "score": 3.7229135036468506, "text": "Client shall have the right to be present at any such inspections and shall have primary responsibility for preparing any responses, which may be required, to the extent such responses relate to the project covered by the Addenda. 8.2. Client may designate representatives who shall, upon reasonable notice to CRO, have access to and shall be permitted to review all documents, information, data and/or materials specifically related to the conduct of the projects covered by the Addenda", "probability": 6.76521556993045e-05 }, { "score": 3.5812199115753174, "text": "CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client.", "probability": 5.871443614461646e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Uncapped Liability": [ { "score": 13.75491714477539, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 0.5518691278236068 }, { "score": 12.587018966674805, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.17164231589706996 }, { "text": "", "score": 12.41627311706543, "probability": 0.14470061780433424 }, { "score": 11.748363494873047, "text": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.07419949030827633 }, { "score": 11.232786178588867, "text": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.044308652087857746 }, { "score": 9.245777130126953, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising", "probability": 0.006074932731996693 }, { "score": 8.407120704650879, "text": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising", "probability": 0.0026261384329400598 }, { "score": 8.026703834533691, "text": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising", "probability": 0.0017951662223793293 }, { "score": 6.742461204528809, "text": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising. 5.6. CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.000497010061136403 }, { "score": 6.740436553955078, "text": "5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.0004960048074181276 }, { "score": 6.639543056488037, "text": "5.4. Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 0.00044840288339532524 }, { "score": 6.563074588775635, "text": "each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 0.0004153924158753866 }, { "score": 5.7115349769592285, "text": "provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 0.00017727178122352327 }, { "score": 5.648900032043457, "text": "5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.00016650895589641869 }, { "score": 5.51341438293457, "text": "Notwithstanding", "probability": 0.000145410888386172 }, { "score": 5.471645355224609, "text": "5.4. Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.00013946231485018865 }, { "score": 5.395176887512207, "text": "each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.00012919539555707868 }, { "score": 4.636731147766113, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither", "probability": 6.051433099062593e-05 }, { "score": 4.543637275695801, "text": "provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 5.5135089185527093e-05 }, { "score": 4.508844375610352, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5.", "probability": 5.324976762384127e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Cap On Liability": [ { "score": 14.018610000610352, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 0.41569621754412606 }, { "score": 13.38216781616211, "text": "Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 0.2199747050650963 }, { "score": 13.16830062866211, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.1776198114448909 }, { "score": 12.764007568359375, "text": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.11855207493372638 }, { "text": "", "score": 12.102876663208008, "probability": 0.06120454245048737 }, { "score": 8.711517333984375, "text": "5.4. Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 0.0020603215865378634 }, { "score": 8.128776550292969, "text": "12.5 Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 0.0011504133319609044 }, { "score": 7.862149715423584, "text": "5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.0008811692696380637 }, { "score": 7.861207485198975, "text": "5.4. Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "probability": 0.0008803393963464595 }, { "score": 7.517925262451172, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising", "probability": 0.0006245461887729781 }, { "score": 7.113631725311279, "text": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising", "probability": 0.0004168522118285802 }, { "score": 6.386241912841797, "text": "In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 0.00020140986041127724 }, { "score": 6.178390979766846, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising. 5.6. CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder.", "probability": 0.0001636108930442351 }, { "score": 5.924045562744141, "text": "In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 0.0001268677985932935 }, { "score": 5.774097442626953, "text": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising. 5.6. CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder.", "probability": 0.00010920179142992076 }, { "score": 5.624478340148926, "text": "Notwithstanding", "probability": 9.40266606257046e-05 }, { "score": 5.427776336669922, "text": "each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 7.723682586384808e-05 }, { "score": 5.397111892700195, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5.", "probability": 7.490434640549488e-05 }, { "score": 4.979055881500244, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither", "probability": 4.931143034848898e-05 }, { "score": 4.828919887542725, "text": "Any", "probability": 4.24369698659559e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Liquidated Damages": [ { "text": "", "score": 12.071796417236328, "probability": 0.9434820475344582 }, { "score": 9.24683666229248, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 0.05595890500591485 }, { "score": 3.399707794189453, "text": "5.4. Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 0.00016161936842859294 }, { "score": 2.4601778984069824, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees", "probability": 6.31627101193683e-05 }, { "score": 2.3485145568847656, "text": "Notwithstanding", "probability": 5.6489272662068746e-05 }, { "score": 2.222393274307251, "text": "Signature of Contract: 20% of Professional Fees", "probability": 4.9795741740719654e-05 }, { "score": 2.13029408454895, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount)", "probability": 4.5414447595632564e-05 }, { "score": 1.8925094604492188, "text": "Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount)", "probability": 3.580350019015591e-05 }, { "score": 1.35622239112854, "text": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 2.0942039331546623e-05 }, { "score": 1.3431628942489624, "text": "Signature of Contract: 20% of Professional Fees", "probability": 2.0670324922721836e-05 }, { "score": 1.328980565071106, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees", "probability": 2.0379240576468183e-05 }, { "score": 1.0527540445327759, "text": "With reference to OnQ proposal v3 13/04/2018 [***]", "probability": 1.5460528744542322e-05 }, { "score": 0.8461509943008423, "text": "In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 1.257470420386635e-05 }, { "score": 0.7592369318008423, "text": "Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount)", "probability": 1.152793396730437e-05 }, { "score": 0.7450546026229858, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount)", "probability": 1.1365594907078017e-05 }, { "score": 0.5837533473968506, "text": "Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement.", "probability": 9.672526489698628e-06 }, { "score": 0.3252532482147217, "text": "With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs", "probability": 7.469211567595409e-06 }, { "score": 0.08746862411499023, "text": "Signature of Contract: 20% of Professional Fees OnQ costs", "probability": 5.8885207668238765e-06 }, { "score": 0.02474498748779297, "text": "With reference to OnQ proposal v3", "probability": 5.530516364666211e-06 }, { "score": -0.02136826515197754, "text": "CRO will notify Client of any change in staff. Any new or replacement personnel shall be subject to Client's prior written approval, which approval shall not be unreasonably withheld. 5.3. CRO will utilize CRO business cards, letterheads and facsimile templates for the purpose of the conduct of this trial. 5.4. Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "probability": 5.2812770484010535e-06 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Warranty Duration": [ { "text": "", "score": 11.904552459716797, "probability": 0.9961088378479577 }, { "score": 5.6616411209106445, "text": "Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 0.0019366219409517912 }, { "score": 5.376279830932617, "text": "Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 0.0014558412289505502 }, { "score": 3.784327268600464, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.0002963041955928325 }, { "score": 2.520129680633545, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 8.369581920285005e-05 }, { "score": 1.8932870626449585, "text": "CRO warrants to Client that the Services will be performed in a professional and workmanlike manner and on a best endeavours basis in accordance with the standard of care ordinarily and reasonably expected in the performance of such Services and that the work performed for Client will be correct in all material respects to the best of the knowledge and belief of CRO", "probability": 4.4716672044698005e-05 }, { "score": 1.2625172138214111, "text": "CRO warrants to Client that the Services will be performed in a professional and workmanlike manner and on a best endeavours basis in accordance with the standard of care ordinarily and reasonably expected in the performance of such Services and that the work performed for Client will be correct in all material respects to the best of the knowledge and belief of CRO.", "probability": 2.379740544095733e-05 }, { "score": 0.6140918731689453, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter", "probability": 1.2442912939160325e-05 }, { "score": -0.21013259887695312, "text": "Any", "probability": 5.457150390152288e-06 }, { "score": -0.27243268489837646, "text": "12.5 Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 5.127543327377773e-06 }, { "score": -0.3219261169433594, "text": "Any", "probability": 4.8799414843645255e-06 }, { "score": -0.34293079376220703, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client", "probability": 4.778508899206239e-06 }, { "score": -0.5700297355651855, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 3.8077162891825514e-06 }, { "score": -0.6393148899078369, "text": "CRO warrants to Client that the Services will be performed in a professional and workmanlike manner and on a best endeavours basis in accordance with the standard of care ordinarily and reasonably expected in the performance of such Services and that the work performed for Client will be correct in all material respects to the best of the knowledge and belief of CRO. However, Client acknowledges that the provision of the Services is dependent upon the responsiveness of the South African regulatory authorities and CRO shall not be held responsible for any acts or omissions of such authorities. Confidential Page 2 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 5.2. CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff.", "probability": 3.552829953513135e-06 }, { "score": -0.9172930717468262, "text": "Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise", "probability": 2.6906055346007895e-06 }, { "score": -1.3754246234893799, "text": "CR", "probability": 1.7017118624950175e-06 }, { "score": -1.3765971660614014, "text": "CRO warrants to Client that the Services will be performed in a professional and workmanlike manner and on a best endeavours basis in accordance with the standard of care ordinarily and reasonably expected in the performance of such Services and that the work performed for Client will be correct in all material respects to the best of the knowledge and belief of CRO. However, Client acknowledges that the provision of the Services is dependent upon the responsiveness of the South African regulatory authorities and CRO shall not be held responsible for any acts or omissions of such authorities.", "probability": 1.6997177022382996e-06 }, { "score": -1.512587308883667, "text": "5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.4836006977530434e-06 }, { "score": -1.5160152912139893, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1", "probability": 1.478523647766441e-06 }, { "score": -1.8262841701507568, "text": "Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.084127131017144e-06 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Insurance": [ { "text": "", "score": 12.248241424560547, "probability": 0.9999979062782854 }, { "score": -1.7497501373291016, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 8.331987268264127e-07 }, { "score": -2.3675262928009033, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 4.4921248927976637e-07 }, { "score": -2.7967441082000732, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 2.9244546664276674e-07 }, { "score": -3.95609450340271, "text": "The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities.", "probability": 9.173718601867509e-08 }, { "score": -3.974252223968506, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 9.008647971465175e-08 }, { "score": -4.29254150390625, "text": "4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 6.552821509879188e-08 }, { "score": -4.519304275512695, "text": "Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 5.223318616379424e-08 }, { "score": -5.056988716125488, "text": "Client", "probability": 3.050936246383983e-08 }, { "score": -5.181822776794434, "text": "CRO will inform Client in writing immediately of any suspected fraud.", "probability": 2.692888606477447e-08 }, { "score": -5.208298206329346, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination.", "probability": 2.622528737644238e-08 }, { "score": -5.56298303604126, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 1.8394271463233838e-08 }, { "score": -5.663844108581543, "text": "5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising. 5.6. CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.6629499725165824e-08 }, { "score": -5.681027412414551, "text": "5.6. CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.6346191039326956e-08 }, { "score": -5.712979316711426, "text": "CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.5832155053830306e-08 }, { "score": -5.726839542388916, "text": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 1.5614231535085818e-08 }, { "score": -5.856207370758057, "text": "6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.3719455678114434e-08 }, { "score": -5.859041213989258, "text": "5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.3680631927698127e-08 }, { "score": -5.9286932945251465, "text": "6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 1.2760175402974898e-08 }, { "score": -5.938170433044434, "text": "Client", "probability": 1.2639816682130337e-08 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.137946128845215, "probability": 0.7715285014509388 }, { "score": 10.874956130981445, "text": "Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 0.21819379071918307 }, { "score": 6.911181926727295, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "probability": 0.004143784132025089 }, { "score": 6.8906636238098145, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 0.004059627046759267 }, { "score": 4.713832855224609, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others", "probability": 0.000460363143020451 }, { "score": 4.337867259979248, "text": "12.5 Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 0.0003160972831069174 }, { "score": 3.9197821617126465, "text": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client.", "probability": 0.00020808880295539165 }, { "score": 3.869265079498291, "text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "probability": 0.00019783786738483713 }, { "score": 3.727264881134033, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client", "probability": 0.00017164830503203402 }, { "score": 3.408466339111328, "text": "Any", "probability": 0.0001247920938382754 }, { "score": 3.3363664150238037, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.", "probability": 0.00011611129597449024 }, { "score": 3.0433950424194336, "text": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any attempted assignment or delegation without such consent will be void. 12.2 The headings in this Agreement are for reference purposes only; they will not affect the meaning or construction of the terms of this Agreement. 12.3 If any parts or part of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable. 12.4. The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities. 12.5 Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 8.662407736825669e-05 }, { "score": 2.794741630554199, "text": "If any parts or part of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable. 12.4. The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities. 12.5 Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 6.755380521964169e-05 }, { "score": 2.6707701683044434, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "probability": 5.9677372739609406e-05 }, { "score": 2.5851449966430664, "text": "Any attempted assignment or delegation without such consent will be void. 12.2 The headings in this Agreement are for reference purposes only; they will not affect the meaning or construction of the terms of this Agreement. 12.3 If any parts or part of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable. 12.4. The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities. 12.5 Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 5.478014226223153e-05 }, { "score": 2.395737648010254, "text": "The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities. 12.5 Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "probability": 4.532779462312795e-05 }, { "score": 2.3946266174316406, "text": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any attempted assignment or delegation without such consent will be void.", "probability": 4.527746202294701e-05 }, { "score": 2.393366575241089, "text": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client;", "probability": 4.522044643908126e-05 }, { "score": 2.3888893127441406, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein;", "probability": 4.501843519628261e-05 }, { "score": 1.9789505004882812, "text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein; (c) to execute all necessary documents and provide Client proper assistance (at its expense) sufficient to enable it to obtain patent, copyright or other legal protections for any such inventions or innovations as described in paragraph 7.1(a) and (b), and to make and maintain reasonably detailed accurate records of any such inventions or innovations;", "probability": 2.987832391006721e-05 } ], "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Third Party Beneficiary": [ { "score": 12.47964859008789, "text": "The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities.", "probability": 0.5295185502903773 }, { "text": "", "score": 12.078512191772461, "probability": 0.35454376705189306 }, { "score": 10.871830940246582, "text": "The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities.", "probability": 0.1060754409649329 }, { "score": 7.493674278259277, "text": "The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities", "probability": 0.003618262311702927 }, { "score": 7.405401229858398, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.003312558454495373 }, { "score": 6.388768196105957, "text": "The provisions of this Agreement are for the sole benefit of the parties,", "probability": 0.0011985204096124622 }, { "score": 5.5238447189331055, "text": "The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities", "probability": 0.0005046774971941505 }, { "score": 5.198544502258301, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "probability": 0.000364533840923447 }, { "score": 4.736029624938965, "text": "The provisions of this Agreement are for the sole benefit of the parties, and", "probability": 0.00022954624485996291 }, { "score": 4.607803821563721, "text": "The provisions of this Agreement are for the sole benefit of the parties,", "probability": 0.00020192143951933627 }, { "score": 3.8637611865997314, "text": "The", "probability": 9.595084926359047e-05 }, { "score": 3.1742210388183594, "text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. 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The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities.", "probability": 3.358592912204647e-05 }, { "score": 2.724916696548462, "text": "The", "probability": 3.072238627449685e-05 }, { "score": 2.5294599533081055, "text": ".", "probability": 2.5267900626006482e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Document Name": [ { "score": 13.434057235717773, "text": "CONSULTING AGREEMENT", "probability": 0.3638214882799679 }, { "score": 13.401805877685547, "text": "CONSULTING AGREEMENT This Consulting Agreement", "probability": 0.3522749478338587 }, { "score": 12.8544282913208, "text": "Consulting Agreement", "probability": 0.20377865619488802 }, { "text": "", "score": 10.566876411437988, "probability": 0.020686524671761887 }, { "score": 10.25182819366455, "text": "CONSULTING AGREEMENT This Consulting Agreement (\"", "probability": 0.015096067636425976 }, { "score": 9.835454940795898, "text": "Consulting Agreement as of the date first-written above. \"Company\" DRIVEN DELIVERIES, INC. By: /s/ Brian Hayek BRIAN HAYEK, President \"Consultant\" TruckThat LLC By: /s/ Christian L. Schenk CHRISTIAN L. SCHENK EIN: 81-4992583 TruckThat LLC Consulting Agreement", "probability": 0.00995486160746558 }, { "score": 9.704450607299805, "text": "Consulting Agreement (\"", "probability": 0.00873254370114579 }, { "score": 9.568130493164062, "text": "Consulting Agreement", "probability": 0.007619696869304453 }, { "score": 9.37239933013916, "text": "Consulting Agreement", "probability": 0.006265168133574883 }, { "score": 8.746118545532227, "text": "Consulting Agreement", "probability": 0.0033492104796502098 }, { "score": 8.05929946899414, "text": "CONSULTING AGREEMENT This Consulting Agreement (\"Agreement\") is made and entered into as of May 1, 2019 (\"Effective Date\") by and between Driven Deliveries, Inc. (\"Company\"), a Nevada corporation, and TruckThat LLC (\"Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement. WHEREAS, the Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services on the terms set forth below. In consideration of the mutual promises contained here, the Parties hereby agree as follows: 1. Services and Compensation. 1.1. Services. Consultant shall perform the following services: - The Consultant will provide the Company services as a Strategic Marketing & Fundraising Consultant. - The Consultant shall be responsible for the strategic planning of business expansion, including Fundraising and Stock Promotion, of the Company and its subsidiaries. - These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to investor decks, customer sales decks and other marketing material available to the public - The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses approved by the Company. - The Consultant will report directly to the CEO of the and will keep the CEO informed of all matters concerning the Services as requested by the CEO from time to time. - The Consultant acknowledges that he may be required to travel in order to provide the Services.", "probability": 0.001685235916516891 }, { "score": 7.5119218826293945, "text": "Consulting Agreement (\"Agreement\") is made and entered into as of May 1, 2019 (\"Effective Date\") by and between Driven Deliveries, Inc. (\"Company\"), a Nevada corporation, and TruckThat LLC (\"Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement. WHEREAS, the Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services on the terms set forth below. In consideration of the mutual promises contained here, the Parties hereby agree as follows: 1. Services and Compensation. 1.1. Services. Consultant shall perform the following services: - The Consultant will provide the Company services as a Strategic Marketing & Fundraising Consultant. - The Consultant shall be responsible for the strategic planning of business expansion, including Fundraising and Stock Promotion, of the Company and its subsidiaries. - These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to investor decks, customer sales decks and other marketing material available to the public - The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses approved by the Company. - The Consultant will report directly to the CEO of the and will keep the CEO informed of all matters concerning the Services as requested by the CEO from time to time. - The Consultant acknowledges that he may be required to travel in order to provide the Services.", "probability": 0.0009748496523832723 }, { "score": 7.491861343383789, "text": "Consulting Agreement", "probability": 0.0009554884896363196 }, { "score": 7.439181804656982, "text": "CONSULTING AGREEMENT This", "probability": 0.0009064566234321207 }, { "score": 7.407960891723633, "text": "Consulting Agreement", "probability": 0.0008785934403759121 }, { "score": 7.269242763519287, "text": "CONSULTING AGREEMENT This Consulting Agreement (\"Agreement", "probability": 0.0007647921804007058 }, { "score": 7.1059250831604, "text": "CONSULTING AGREEMENT This Consulting Agreement (\"Agreement\")", "probability": 0.0006495543140089855 }, { "score": 7.059651851654053, "text": "CONSULTING AGREEMENT This Consulting Agreement (\"Ag", "probability": 0.0006201821501453917 }, { "score": 6.9272565841674805, "text": "Consulting Agreement", "probability": 0.000543276260701444 }, { "score": 6.721865653991699, "text": "Consulting Agreement (\"Agreement", "probability": 0.00044240556435538837 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Parties": [ { "score": 12.640445709228516, "text": "Driven Deliveries, Inc. 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Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement.", "probability": 0.04878394666326868 }, { "text": "", "score": 11.515902519226074, "probability": 0.046627142526007144 }, { "score": 11.507453918457031, "text": "Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement.", "probability": 0.046234867833279396 }, { "score": 11.469186782836914, "text": "TruckThat LLC (\"Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement.", "probability": 0.044499016723167036 }, { "score": 10.88351821899414, "text": "Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement.", "probability": 0.024774094459594293 }, { "score": 10.34598159790039, "text": "Driven Deliveries, Inc. (\"Company\"), a Nevada corporation, and TruckThat LLC (\"Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\"", "probability": 0.014472668039898308 }, { "score": 10.292314529418945, "text": "Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\"", "probability": 0.013716436241585347 }, { "score": 10.254047393798828, "text": "TruckThat LLC (\"Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\"", "probability": 0.013201463620432891 }, { "score": 9.922441482543945, "text": "Consulting Agreement (\"Agreement\") is made and entered into as of May 1, 2019 (\"Effective Date\") by and between Driven Deliveries, Inc. (\"Company\"), a Nevada corporation, and TruckThat LLC", "probability": 0.009475616288804094 }, { "score": 9.787403106689453, "text": "Consulting Agreement (\"Agreement\") is made and entered into as of May 1, 2019 (\"Effective Date\") by and between Driven Deliveries, Inc.", "probability": 0.008278679017101002 }, { "score": 9.780448913574219, "text": "Consulting Agreement (\"Agreement\") is made and entered into as of May 1, 2019 (\"Effective Date\") by and between Driven Deliveries, Inc. (\"Company\"), a Nevada corporation, and TruckThat LLC (\"Consultant", "probability": 0.008221307203026324 }, { "score": 9.762572288513184, "text": "TruckThat LLC", "probability": 0.00807564384046631 }, { "score": 9.668377876281738, "text": "Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\"", "probability": 0.007349690373362516 }, { "score": 9.272323608398438, "text": "TruckThat LLC 1300 Oakside Circle Chanhassen, MN 55317 12.8. Attorneys' Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that Party may be entitled. 12.9. Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same force and effectiveness as though executed in a single document. IN WITNESS, the Parties have executed this Consulting Agreement as of the date first-written above. \"Company\" DRIVEN DELIVERIES, INC. 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If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 12.7.", "probability": 8.02008766485384e-05 }, { "score": 6.210354328155518, "text": "May 1, 2019 (\"Effective Date", "probability": 7.126567029617435e-05 }, { "score": 6.202995300292969, "text": "as of May 1, 2019", "probability": 7.074314922448884e-05 }, { "score": 6.1096954345703125, "text": ", 2019", "probability": 6.444137110796194e-05 }, { "score": 6.028078079223633, "text": "May 1", "probability": 5.939074938706893e-05 }, { "score": 5.347723960876465, "text": "is made and entered into as of May 1, 2019", "probability": 3.0077709873816146e-05 }, { "score": 5.308098793029785, "text": "Consulting Agreement (\"Agreement\") is made and entered into as of May 1, 2019", "probability": 2.8909180060259025e-05 }, { "score": 5.178686618804932, "text": "May 1,", "probability": 2.5399945277616828e-05 }, { "score": 4.781972885131836, "text": "2019", "probability": 1.7082136800046558e-05 }, { "score": 4.629088401794434, "text": "This Consulting Agreement (\"Agreement\") is made and entered into as of May 1, 2019 (\"Effective Date\")", "probability": 1.4660382720841406e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Expiration Date": [ { "score": 15.503280639648438, "text": "The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.", "probability": 0.9392712109736927 }, { "score": 11.684725761413574, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 0.020625937564248596 }, { "score": 11.535898208618164, "text": "The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties", "probability": 0.01777373553793665 }, { "text": "", "score": 11.502483367919922, "probability": 0.01718964203847443 }, { "score": 9.669267654418945, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 0.0027485988750391255 }, { "score": 8.538317680358887, "text": "Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement.", "probability": 0.0008870457743423984 }, { "score": 7.525699615478516, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.00032223417149320827 }, { "score": 7.3496832847595215, "text": "7.1. Term. The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.", "probability": 0.00027022695802337714 }, { "score": 7.12654972076416, "text": ".", "probability": 0.0002161837255037164 }, { "score": 6.568830490112305, "text": "Term. The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.", "probability": 0.00012376806821007538 }, { "score": 6.390174388885498, "text": "initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.", "probability": 0.00010351880585706055 }, { "score": 6.3845295906066895, "text": "The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date,", "probability": 0.00010293610922963477 }, { "score": 6.127513408660889, "text": "The", "probability": 7.960622673281869e-05 }, { "score": 5.935415744781494, "text": "six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.", "probability": 6.56931495361596e-05 }, { "score": 5.891824722290039, "text": "The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties. 7.2. Termination. Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 6.289103518743519e-05 }, { "score": 5.744862079620361, "text": "7. Term and Termination. 7.1. Term. The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.", "probability": 5.4295480207093614e-05 }, { "score": 5.201923370361328, "text": "sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.", "probability": 3.154775018001998e-05 }, { "score": 5.086491584777832, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement", "probability": 2.8108456979771745e-05 }, { "score": 4.828178405761719, "text": "Consulting Agreement Page 4 of 7\n\n\n\n\n\n7. Term and Termination. 7.1. Term. The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.", "probability": 2.170965976980273e-05 }, { "score": 4.8001508712768555, "text": "The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties. 7.2. Termination. Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement. The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. 7.3. Survival. Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:", "probability": 2.1109639356321694e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Renewal Term": [ { "text": "", "score": 11.1812744140625, "probability": 0.9795734297150377 }, { "score": 7.158810138702393, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.01754296343685558 }, { "score": 4.97681188583374, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 0.0019791246933057185 }, { "score": 3.0573928356170654, "text": "Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement.", "probability": 0.0002903220725250917 }, { "score": 2.907815456390381, "text": "Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement.", "probability": 0.00024998815141863586 }, { "score": 2.7559449672698975, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 0.00021476470495752009 }, { "score": 1.1177372932434082, "text": "Consult", "probability": 4.1734801924656356e-05 }, { "score": 0.4459269046783447, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement", "probability": 2.1317428353442675e-05 }, { "score": 0.3876231908798218, "text": "three (3) years thereafter.", "probability": 2.011008150837869e-05 }, { "score": 0.30587339401245117, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter", "probability": 1.853149023767485e-05 }, { "score": -0.8918004035949707, "text": "Consult", "probability": 5.5945765901392266e-06 }, { "score": -0.9055490493774414, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company.", "probability": 5.518185081518188e-06 }, { "score": -0.9097146987915039, "text": "Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement", "probability": 5.4952460681814245e-06 }, { "score": -0.9276556968688965, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "probability": 5.397535006935874e-06 }, { "score": -0.9744542837142944, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 5.150757454008734e-06 }, { "score": -0.9936865568161011, "text": "for a period of three (3) years thereafter.", "probability": 5.052643184379302e-06 }, { "score": -1.0397130250930786, "text": "3) years thereafter.", "probability": 4.82535854044252e-06 }, { "score": -1.3379875421524048, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 3.5808869598363736e-06 }, { "score": -1.345650315284729, "text": "Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 3.553552298856648e-06 }, { "score": -1.3481494188308716, "text": "and for a period of three (3) years thereafter.", "probability": 3.5446826913552267e-06 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.675186157226562, "probability": 0.8988831273517924 }, { "score": 9.325136184692383, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 0.08572144696025957 }, { "score": 7.525362014770508, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 0.014172860176022178 }, { "score": 3.6984570026397705, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement", "probability": 0.00030864111058523136 }, { "score": 3.357384443283081, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 0.00021944608767570818 }, { "score": 3.1453278064727783, "text": "Upon the termination of this Agreement, or upon Company's earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.4 and any reproductions of any of the foregoing items that Consultant may have in Consultant's possession or control. 6. Reports. Consultant agrees that Consultant will periodically keep the Company advised as to Consultant's progress in performing the Services under this Agreement. Consultant further agrees that Consultant will, as requested by the Company, prepare written reports with respect to such progress. The Company and Consultant agree that the reasonable time expended in preparing such written reports will be considered time devoted to the performance of the Services.\n\nTruckThat LLC Consulting Agreement Page 4 of 7\n\n\n\n\n\n7. Term and Termination. 7.1. Term. The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties. 7.2. Termination. Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 0.00017751408383252494 }, { "score": 2.4633705615997314, "text": "Either", "probability": 8.975580513352055e-05 }, { "score": 2.4311230182647705, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement", "probability": 8.690757199845872e-05 }, { "score": 2.276585102081299, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 7.446336406464996e-05 }, { "score": 2.161850929260254, "text": "7.2. Termination. Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 6.63917680795029e-05 }, { "score": 1.8014874458312988, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement. The", "probability": 4.630313135495108e-05 }, { "score": 1.2493891716003418, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement. The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. 7.3. Survival. Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:", "probability": 2.6658587102233272e-05 }, { "score": 0.9791306257247925, "text": "Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 2.034535785341702e-05 }, { "score": 0.9310951232910156, "text": "Consult", "probability": 1.9391159534696503e-05 }, { "score": 0.9277786016464233, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 1.9326954861331003e-05 }, { "score": 0.8968839645385742, "text": "6. Reports. Consultant agrees that Consultant will periodically keep the Company advised as to Consultant's progress in performing the Services under this Agreement. Consultant further agrees that Consultant will, as requested by the Company, prepare written reports with respect to such progress. The Company and Consultant agree that the reasonable time expended in preparing such written reports will be considered time devoted to the performance of the Services.\n\nTruckThat LLC Consulting Agreement Page 4 of 7\n\n\n\n\n\n7. Term and Termination. 7.1. Term. The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties. 7.2. Termination. Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 1.8738984929641263e-05 }, { "score": 0.759164571762085, "text": "7. Term and Termination. 7.1. Term. The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties. 7.2. Termination. Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 1.6328086393062717e-05 }, { "score": 0.5281188488006592, "text": "thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 1.2959654007699766e-05 }, { "score": 0.2563164234161377, "text": "upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 9.875318547548383e-06 }, { "score": 0.2195136547088623, "text": "ant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 9.518485971411925e-06 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Governing Law": [ { "score": 15.676466941833496, "text": "This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "probability": 0.6652613744664805 }, { "score": 14.92542552947998, "text": "This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "probability": 0.31392013153695136 }, { "text": "", "score": 12.138822555541992, "probability": 0.019346966196115648 }, { "score": 8.712955474853516, "text": "This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the County of San Diego, California.", "probability": 0.0006291840490778433 }, { "score": 7.769567489624023, "text": "This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction", "probability": 0.0002449455239305992 }, { "score": 6.769956588745117, "text": "Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "probability": 9.014549116937531e-05 }, { "score": 6.5440449714660645, "text": ".", "probability": 7.191704603268282e-05 }, { "score": 6.311640739440918, "text": "This Agreement shall be governed by the laws of the State of California,", "probability": 5.7003295635751824e-05 }, { "score": 6.281364440917969, "text": "This", "probability": 5.5303311312884585e-05 }, { "score": 6.162552833557129, "text": "This Agreement shall be governed by the laws of the State of California,", "probability": 4.9107961898681484e-05 }, { "score": 5.994231224060059, "text": "This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction", "probability": 4.150025488202645e-05 }, { "score": 5.871259689331055, "text": "This", "probability": 3.6698211988870014e-05 }, { "score": 5.843944072723389, "text": "This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the County of San Diego, California", "probability": 3.570934494213753e-05 }, { "score": 5.681867599487305, "text": "12.1. Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "probability": 3.0366376022095656e-05 }, { "score": 5.570188045501709, "text": "Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "probability": 2.7157585249406982e-05 }, { "score": 5.493285179138184, "text": "shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "probability": 2.5147375168249042e-05 }, { "score": 5.305845737457275, "text": "12.1. Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "probability": 2.0849168812673546e-05 }, { "score": 5.285243988037109, "text": ".", "probability": 2.0424033760720934e-05 }, { "score": 5.16730260848999, "text": "be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "probability": 1.8151822218471967e-05 }, { "score": 5.154278755187988, "text": "Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "probability": 1.791694835008526e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Most Favored Nation": [ { "text": "", "score": 11.963459014892578, "probability": 0.5675421658599673 }, { "score": 11.17441177368164, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.25782158287638984 }, { "score": 10.574928283691406, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.141568587430453 }, { "score": 8.183266639709473, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 0.012950348156903033 }, { "score": 7.86864709854126, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 0.009454616410947322 }, { "score": 6.940074443817139, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement", "probability": 0.00373568228997825 }, { "score": 6.7730488777160645, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0031610520850486245 }, { "score": 5.9551496505737305, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement", "probability": 0.0013951552276046237 }, { "score": 5.520656585693359, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0009034925799651951 }, { "score": 4.2916259765625, "text": "Consult", "probability": 0.00026434030002411423 }, { "score": 4.208865165710449, "text": "4.2 Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.00024334409669037215 }, { "score": 3.7683000564575195, "text": "Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.0001566339208310797 }, { "score": 3.711548089981079, "text": "Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.000147992175147415 }, { "score": 3.519704580307007, "text": "Consult", "probability": 0.00012215807369325254 }, { "score": 3.4912116527557373, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month", "probability": 0.00011872655175542588 }, { "score": 3.3571910858154297, "text": "does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.00010383492698120274 }, { "score": 3.3059420585632324, "text": "companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 9.864754737982232e-05 }, { "score": 2.9950778484344482, "text": "ant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 7.229024240193342e-05 }, { "score": 2.9668774604797363, "text": "consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 7.028010604701982e-05 }, { "score": 2.9494967460632324, "text": "Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 6.906914179138801e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Compete": [ { "score": 13.3060302734375, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.751198270177836 }, { "text": "", "score": 11.60489559173584, "probability": 0.137075921442421 }, { "score": 10.169594764709473, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement", "probability": 0.03263006544974336 }, { "score": 10.104633331298828, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.030577751917691184 }, { "score": 9.059532165527344, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.010752857328289721 }, { "score": 9.05034065246582, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.010654475132966471 }, { "score": 8.846025466918945, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.008685585553185632 }, { "score": 8.201592445373535, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.004559585850223441 }, { "score": 7.854719638824463, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.003223149511024501 }, { "score": 7.188173294067383, "text": "Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.0016550192592595077 }, { "score": 6.934830188751221, "text": "Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.0012846284601380673 }, { "score": 6.897014141082764, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services,", "probability": 0.0012369559628183687 }, { "score": 6.813980579376221, "text": "or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.0011383956322993738 }, { "score": 6.713510990142822, "text": "4.2 Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.0010295793717091666 }, { "score": 6.63439416885376, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.0009512613107805117 }, { "score": 6.617669105529785, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information. Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation", "probability": 0.0009354837135606193 }, { "score": 6.416810989379883, "text": "engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.0007652523280817114 }, { "score": 6.220367431640625, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 0.0006287678196044236 }, { "score": 6.147780418395996, "text": "who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.0005847445288839027 }, { "score": 5.845607757568359, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for", "probability": 0.0004322492494831779 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Exclusivity": [ { "text": "", "score": 12.09754753112793, "probability": 0.9587197901422329 }, { "score": 8.059871673583984, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.016910301374406498 }, { "score": 7.500316619873047, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.009663616251219984 }, { "score": 7.447413444519043, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.009165667920545136 }, { "score": 6.3800859451293945, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.0031523154823230046 }, { "score": 5.121087551116943, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.0008950630310293282 }, { "score": 4.3074564933776855, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.00039673283076942966 }, { "score": 4.078181266784668, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement", "probability": 0.00031544610938264236 }, { "score": 3.867802143096924, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.0002555987248154899 }, { "score": 3.1839144229888916, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company. 5. Return of Company Materials. Upon the termination of this Agreement, or upon Company's earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.4 and any reproductions of any of the foregoing items that Consultant may have in Consultant's possession or control.", "probability": 0.0001289882111044094 }, { "score": 2.8504374027252197, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement", "probability": 9.241081277119443e-05 }, { "score": 2.7015299797058105, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company", "probability": 7.96256733295804e-05 }, { "score": 2.0658822059631348, "text": "Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 4.216914516431237e-05 }, { "score": 1.976239800453186, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 3.85534808695291e-05 }, { "score": 1.969780683517456, "text": "Consult", "probability": 3.830526192887294e-05 }, { "score": 1.6712762117385864, "text": "Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 2.841970669230279e-05 }, { "score": 1.536773920059204, "text": "4.2 Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 2.4843111489392638e-05 }, { "score": 1.3125040531158447, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company,", "probability": 1.985211684524308e-05 }, { "score": 1.1772358417510986, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company,", "probability": 1.7340458836480112e-05 }, { "score": 1.0295836925506592, "text": "Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 1.4960154244581982e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__No-Solicit Of Customers": [ { "score": 13.450031280517578, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.19308550977646835 }, { "score": 13.14561939239502, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information. Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.14241157182591874 }, { "score": 13.136275291442871, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.14108706153809142 }, { "score": 13.119782447814941, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.1387792184553049 }, { "score": 12.437946319580078, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information. Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.07017893436189361 }, { "score": 12.412109375, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.06838894857978937 }, { "score": 12.351296424865723, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0643539484394001 }, { "text": "", "score": 12.038066864013672, "probability": 0.047048017547010844 }, { "score": 11.824323654174805, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.03799389619124891 }, { "score": 11.373054504394531, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.02419525090957049 }, { "score": 11.32235050201416, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.022999037520478726 }, { "score": 10.712818145751953, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away", "probability": 0.012502392323241369 }, { "score": 10.469963073730469, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away,", "probability": 0.00980669131407699 }, { "score": 9.927839279174805, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away", "probability": 0.005702707974549476 }, { "score": 9.776721000671387, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 0.004902880388390569 }, { "score": 9.630290985107422, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away", "probability": 0.004235040330550514 }, { "score": 9.514118194580078, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away,", "probability": 0.003770546912940276 }, { "score": 9.340655326843262, "text": "attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0031700811690722227 }, { "score": 9.282530784606934, "text": "or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.002991074390273905 }, { "score": 9.061195373535156, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 0.0023971900517291895 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Competitive Restriction Exception": [ { "score": 13.011162757873535, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.310446693547673 }, { "score": 12.461073875427246, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.17909624175603148 }, { "score": 12.142289161682129, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.1302087082330135 }, { "score": 11.985859870910645, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.11135344372716507 }, { "text": "", "score": 11.768636703491211, "probability": 0.0896117233925891 }, { "score": 11.437822341918945, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.06437155167172891 }, { "score": 11.125221252441406, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.04709047267068503 }, { "score": 10.892991065979004, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.037331613527746575 }, { "score": 9.38160514831543, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.008235504277854685 }, { "score": 9.309267044067383, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.007660800585987994 }, { "score": 8.490124702453613, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 0.0033769541082866866 }, { "score": 8.1814603805542, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement", "probability": 0.0024801271522224768 }, { "score": 8.144384384155273, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.002389857721745782 }, { "score": 7.886429786682129, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.0018464765140311084 }, { "score": 7.203343868255615, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software", "probability": 0.000932574085485154 }, { "score": 7.148683547973633, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 0.0008829673964606073 }, { "score": 6.956849098205566, "text": "solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.0007288397065485592 }, { "score": 6.892047882080078, "text": "4.2 Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.0006831077523342906 }, { "score": 6.872163772583008, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement", "probability": 0.0006696589151753125 }, { "score": 6.766787052154541, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others", "probability": 0.0006026832572346979 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__No-Solicit Of Employees": [ { "score": 12.832683563232422, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.26822671458823333 }, { "score": 12.807408332824707, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.26153218189297295 }, { "score": 12.529067993164062, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.19799009472160425 }, { "text": "", "score": 12.121377944946289, "probability": 0.13170004554418407 }, { "score": 11.454710960388184, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.06761703646487573 }, { "score": 10.721502304077148, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 0.0324808704238315 }, { "score": 9.614222526550293, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.010733519797517004 }, { "score": 8.873922348022461, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others", "probability": 0.005119574640858841 }, { "score": 8.668675422668457, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 0.004169618030809557 }, { "score": 8.409536361694336, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others", "probability": 0.003217759697565048 }, { "score": 8.294938087463379, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company", "probability": 0.002869354515784509 }, { "score": 7.909591197967529, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away", "probability": 0.0019517769373997445 }, { "score": 7.900832176208496, "text": "attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0019347559332306896 }, { "score": 7.825702667236328, "text": "or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0017947247666787092 }, { "score": 7.797930717468262, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company", "probability": 0.0017455675164180992 }, { "score": 7.726739406585693, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away,", "probability": 0.001625618593400843 }, { "score": 7.709371566772461, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf,", "probability": 0.001597628874122709 }, { "score": 7.548095703125, "text": "attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.001359673656837324 }, { "score": 7.433475017547607, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential", "probability": 0.001212426868253654 }, { "score": 7.3551225662231445, "text": "solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0011210565354214253 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.532825469970703, "probability": 0.7807463614502161 }, { "score": 9.876738548278809, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.14903235263199135 }, { "score": 8.340922355651855, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.032083671397434045 }, { "score": 7.170590400695801, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.009954405993265426 }, { "score": 6.381059169769287, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company,", "probability": 0.004519873630614131 }, { "score": 6.279994964599609, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.0040854007669116205 }, { "score": 6.1325178146362305, "text": "for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0035252194177298763 }, { "score": 5.949378490447998, "text": "without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.002935281488870786 }, { "score": 5.742756366729736, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 0.002387343478750206 }, { "score": 5.719697952270508, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 0.0023329249371344006 }, { "score": 5.0757646560668945, "text": "for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0012253046683393097 }, { "score": 4.894609451293945, "text": "or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0010222788655648862 }, { "score": 4.890634536743164, "text": "Consultant also expressly agrees that he will not,", "probability": 0.0010182234597126598 }, { "score": 4.829209327697754, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away,", "probability": 0.0009575610439882685 }, { "score": 4.8020524978637695, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company,", "probability": 0.0009319066443864339 }, { "score": 4.704806804656982, "text": "attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0008455497009279349 }, { "score": 4.502757549285889, "text": "and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0006908603425306864 }, { "score": 4.454622268676758, "text": "any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0006583932607517254 }, { "score": 4.381761074066162, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason,", "probability": 0.0006121278824306366 }, { "score": 4.040071487426758, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away", "probability": 0.00043495893844945583 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Termination For Convenience": [ { "score": 14.852998733520508, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 0.9533020287890895 }, { "text": "", "score": 11.57362174987793, "probability": 0.03589344879523811 }, { "score": 9.751042366027832, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement", "probability": 0.005800681497271696 }, { "score": 8.321708679199219, "text": "upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 0.0013890800914637114 }, { "score": 7.557880878448486, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement. The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.", "probability": 0.0006471442369567482 }, { "score": 7.27194881439209, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement", "probability": 0.0004862083022489079 }, { "score": 7.026364326477051, "text": "with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 0.00038033507846520746 }, { "score": 6.927212715148926, "text": "Either Party may terminate this Agreement", "probability": 0.00034443349994627486 }, { "score": 6.7612457275390625, "text": "Either Party may terminate this Agreement, with or without cause", "probability": 0.00029176073061825135 }, { "score": 6.297834396362305, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement. The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. 7.3. Survival. Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:", "probability": 0.0001835565362498682 }, { "score": 6.289790153503418, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party", "probability": 0.00018208588595844448 }, { "score": 6.185626983642578, "text": "Either Party may terminate this Agreement,", "probability": 0.00016407363267299184 }, { "score": 6.1201324462890625, "text": "Either Party may terminate this Agreement, with or without cause,", "probability": 0.00015367204741369023 }, { "score": 6.013663291931152, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7", "probability": 0.00013815159753376713 }, { "score": 6.0126190185546875, "text": "Either Party may terminate this Agreement,", "probability": 0.00013800740479996663 }, { "score": 5.917677879333496, "text": "Either", "probability": 0.00012550758593813348 }, { "score": 5.794564723968506, "text": "thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 0.00011096924014549007 }, { "score": 5.762189865112305, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant", "probability": 0.00010743415929394212 }, { "score": 5.516143321990967, "text": "without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "probability": 8.400124709689543e-05 }, { "score": 5.434552192687988, "text": "Either Party may terminate this Agreement", "probability": 7.74196415982743e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.18368148803711, "probability": 0.9999147618133261 }, { "score": 2.462186098098755, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 5.9975126996027844e-05 }, { "score": 0.15095913410186768, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 5.945906277707268e-06 }, { "score": 0.12422871589660645, "text": "The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.", "probability": 5.7890751353816505e-06 }, { "score": -0.18942223489284515, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 4.230505938916488e-06 }, { "score": -0.632407546043396, "text": "The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. 7.3. Survival. Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:", "probability": 2.716478254653056e-06 }, { "score": -1.7167624235153198, "text": "Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 9.184952044497555e-07 }, { "score": -1.8090684413909912, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"),", "probability": 8.37507874211543e-07 }, { "score": -2.153204917907715, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company", "probability": 5.93652534338893e-07 }, { "score": -2.258406162261963, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 5.343723843138042e-07 }, { "score": -2.3295340538024902, "text": "Consult", "probability": 4.976838585680076e-07 }, { "score": -2.4466097354888916, "text": "3.2. Pre-Existing Materials. Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 4.426986860075497e-07 }, { "score": -2.505197525024414, "text": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement. The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.", "probability": 4.1750711333137734e-07 }, { "score": -2.5807764530181885, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 3.871153281039167e-07 }, { "score": -2.6000242233276367, "text": "Subject", "probability": 3.797354719110647e-07 }, { "score": -2.6083178520202637, "text": "Consultant represents and warrants that:", "probability": 3.765991107905782e-07 }, { "score": -2.685992956161499, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 3.4845397341320394e-07 }, { "score": -2.749077320098877, "text": "The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. 7.3. Survival. Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except", "probability": 3.2715098330806136e-07 }, { "score": -2.9048280715942383, "text": "The", "probability": 2.799668030194079e-07 }, { "score": -3.058215618133545, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company. 5. Return of Company Materials. Upon", "probability": 2.4015474561387987e-07 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Change Of Control": [ { "text": "", "score": 12.193812370300293, "probability": 0.980097419483609 }, { "score": 8.19876480102539, "text": "To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.", "probability": 0.018040232545234153 }, { "score": 4.739336013793945, "text": "Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement.", "probability": 0.0005673241859348475 }, { "score": 4.530141830444336, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement.", "probability": 0.00046023476292730256 }, { "score": 4.369303226470947, "text": "To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule", "probability": 0.00039185744365888726 }, { "score": 2.93271541595459, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent. 12.3. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Consultant represents and warrants that it is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.", "probability": 9.315924111992692e-05 }, { "score": 2.406642436981201, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent.", "probability": 5.504974990041924e-05 }, { "score": 2.2770657539367676, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement", "probability": 4.835940088290817e-05 }, { "score": 2.0485966205596924, "text": "To", "probability": 3.848203479170943e-05 }, { "score": 2.0065040588378906, "text": "To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.", "probability": 3.689584495571208e-05 }, { "score": 1.7831135988235474, "text": "Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:", "probability": 2.9509388940126875e-05 }, { "score": 1.6854974031448364, "text": "Upon the termination of this Agreement, or upon Company's earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.4 and any reproductions of any of the foregoing items that Consultant may have in Consultant's possession or control.", "probability": 2.676492565607825e-05 }, { "score": 1.629298210144043, "text": "To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control", "probability": 2.5302244145078184e-05 }, { "score": 1.563759446144104, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 2.3697139133455225e-05 }, { "score": 1.2746707201004028, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company. 5. Return of Company Materials. Upon the termination of this Agreement, or upon Company's earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.4 and any reproductions of any of the foregoing items that Consultant may have in Consultant's possession or control.", "probability": 1.7747871675784844e-05 }, { "score": 0.8364799618721008, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 1.1450974607241952e-05 }, { "score": 0.7756874561309814, "text": "Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent. 12.3. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Consultant represents and warrants that it is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.", "probability": 1.0775578667338657e-05 }, { "score": 0.577629566192627, "text": "Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement.", "probability": 8.839448158878892e-06 }, { "score": 0.5562487840652466, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 8.652459944036773e-06 }, { "score": 0.5080455541610718, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 8.24527605704686e-06 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Anti-Assignment": [ { "score": 14.482545852661133, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement.", "probability": 0.3886910432056621 }, { "score": 13.89541244506836, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent.", "probability": 0.21608057856932067 }, { "score": 13.818872451782227, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement.", "probability": 0.20015886850792927 }, { "score": 13.5686616897583, "text": "Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent.", "probability": 0.15585103259185792 }, { "text": "", "score": 11.946808815002441, "probability": 0.030785621820847785 }, { "score": 9.829050064086914, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.0037035395817310818 }, { "score": 9.430198669433594, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement", "probability": 0.0024854099391996656 }, { "score": 8.20378589630127, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement", "probability": 0.0007290775589779491 }, { "score": 7.512638568878174, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.00036526853296731484 }, { "score": 7.405473709106445, "text": "Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions.", "probability": 0.0003281490513693518 }, { "score": 6.7840681076049805, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\").", "probability": 0.00017627800603693162 }, { "score": 6.480560302734375, "text": "This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement.", "probability": 0.00013013267718034807 }, { "score": 6.224739074707031, "text": "To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.", "probability": 0.00010075917822364858 }, { "score": 6.049341201782227, "text": "Except", "probability": 8.454935297532899e-05 }, { "score": 5.800228118896484, "text": "Consultant may not sell, assign or delegate any rights or obligations under this Agreement.", "probability": 6.59055291333726e-05 }, { "score": 5.6443095207214355, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software", "probability": 5.6390671263048395e-05 }, { "score": 5.612576007843018, "text": "Company may assign this Agreement without Consultant's consent.", "probability": 5.4629292349411045e-05 }, { "score": 5.583078384399414, "text": "Except", "probability": 5.304139282144264e-05 }, { "score": 5.574403762817383, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent", "probability": 5.2583268709965535e-05 }, { "score": 5.465154647827148, "text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding", "probability": 4.7141271443459474e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.04012393951416, "probability": 0.8681641820304196 }, { "score": 10.138720512390137, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 0.12966801060432337 }, { "score": 5.826305389404297, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month", "probability": 0.001737699820534658 }, { "score": 3.1568281650543213, "text": "The", "probability": 0.00012040250654049992 }, { "score": 1.9967284202575684, "text": "These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to investor decks, customer sales decks and other marketing material available to the public - The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses approved by the Company. - The Consultant will report directly to the CEO of the and will keep the CEO informed of all matters concerning the Services as requested by the CEO from time to time. - The Consultant acknowledges that he may be required to travel in order to provide the Services. 1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 3.7740757312158724e-05 }, { "score": 1.9732160568237305, "text": "Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 3.686373376165872e-05 }, { "score": 1.9651288986206055, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies.", "probability": 3.6566813154998416e-05 }, { "score": 1.8154759407043457, "text": "Consultant a flat fee consulting rate of $18,000 per month.", "probability": 3.1484272226655096e-05 }, { "score": 1.4849687814712524, "text": "Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 2.2623314001026464e-05 }, { "score": 1.3550453186035156, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per", "probability": 1.986694915770971e-05 }, { "score": 1.227297306060791, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies.\n\nTruckThat LLC Consulting Agreement", "probability": 1.74844076460674e-05 }, { "score": 1.1519930362701416, "text": "consulting rate of $18,000 per month.", "probability": 1.621611048268971e-05 }, { "score": 1.0408779382705688, "text": "Consultant shall perform the following services:", "probability": 1.4510755372837912e-05 }, { "score": 0.9585559368133545, "text": "flat fee consulting rate of $18,000 per month.", "probability": 1.33640480886395e-05 }, { "score": 0.7897448539733887, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies.\n\nTruckThat LLC", "probability": 1.1288189927494866e-05 }, { "score": 0.7714200019836426, "text": "The Company shall pay Consultant a flat fee", "probability": 1.1083219281945568e-05 }, { "score": 0.750298023223877, "text": "1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 1.0851574766998842e-05 }, { "score": 0.6765701770782471, "text": "pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 1.0080293337120753e-05 }, { "score": 0.6629655361175537, "text": "raising and Stock Promotion, of the Company and its subsidiaries. - These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to investor decks, customer sales decks and other marketing material available to the public - The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses approved by the Company. - The Consultant will report directly to the CEO of the and will keep the CEO informed of all matters concerning the Services as requested by the CEO from time to time. - The Consultant acknowledges that he may be required to travel in order to provide the Services. 1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 9.944083211297971e-06 }, { "score": 0.6418712139129639, "text": ".", "probability": 9.73651645275021e-06 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Price Restrictions": [ { "score": 12.296819686889648, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 0.5499448866432258 }, { "text": "", "score": 12.042600631713867, "probability": 0.4264943041283203 }, { "score": 8.851750373840332, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month", "probability": 0.01754464462993683 }, { "score": 7.536550998687744, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.004709347572998674 }, { "score": 4.441529273986816, "text": "The", "probability": 0.00021321113804866334 }, { "score": 4.153764724731445, "text": "These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to investor decks, customer sales decks and other marketing material available to the public - The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses approved by the Company. - The Consultant will report directly to the CEO of the and will keep the CEO informed of all matters concerning the Services as requested by the CEO from time to time. - The Consultant acknowledges that he may be required to travel in order to provide the Services. 1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 0.00015989516535049763 }, { "score": 4.146052837371826, "text": "Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 0.0001586668143859302 }, { "score": 3.8083949089050293, "text": "Consultant a flat fee consulting rate of $18,000 per month.", "probability": 0.00011319913994710914 }, { "score": 3.544682025909424, "text": "The Company shall pay Consultant a flat fee consulting rate", "probability": 8.69589079885065e-05 }, { "score": 3.4355177879333496, "text": "flat fee consulting rate of $18,000 per month.", "probability": 7.796589185385523e-05 }, { "score": 3.380871295928955, "text": "The Consultant acknowledges that he may be required to travel in order to provide the Services. 1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 7.381964991109791e-05 }, { "score": 3.3293967247009277, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 7.01159558644768e-05 }, { "score": 3.2078025341033936, "text": "consulting rate of $18,000 per month.", "probability": 6.208821480910412e-05 }, { "score": 3.151949405670166, "text": "raising and Stock Promotion, of the Company and its subsidiaries. - These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to investor decks, customer sales decks and other marketing material available to the public - The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses approved by the Company. - The Consultant will report directly to the CEO of the and will keep the CEO informed of all matters concerning the Services as requested by the CEO from time to time. - The Consultant acknowledges that he may be required to travel in order to provide the Services. 1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 5.8715459977926194e-05 }, { "score": 3.1195013523101807, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement", "probability": 5.6840836024561365e-05 }, { "score": 2.65696382522583, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per", "probability": 3.5791752308508373e-05 }, { "score": 2.641879081726074, "text": "pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 3.525589470392486e-05 }, { "score": 2.634003162384033, "text": "shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 3.4979312719305744e-05 }, { "score": 2.6316237449645996, "text": "The Company shall pay Consultant a flat fee", "probability": 3.489618127472688e-05 }, { "score": 2.617788553237915, "text": ".", "probability": 3.441671035038223e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.084855079650879, "probability": 0.9992567184157553 }, { "score": 4.633807182312012, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 0.0005804009179964318 }, { "score": 3.000722646713257, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.00011336747879738733 }, { "score": 0.6088536977767944, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 1.0368430058269478e-05 }, { "score": 0.5006473064422607, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month", "probability": 9.305068268304268e-06 }, { "score": 0.32657909393310547, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company.", "probability": 7.818486661573093e-06 }, { "score": -0.09871172904968262, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter", "probability": 5.110004022047538e-06 }, { "score": -0.33388566970825195, "text": "The", "probability": 4.03911759343613e-06 }, { "score": -0.5187796354293823, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 3.3572839031921373e-06 }, { "score": -0.7496802806854248, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 2.6650735071908563e-06 }, { "score": -1.411989688873291, "text": "Consult", "probability": 1.374269382182842e-06 }, { "score": -1.5023481845855713, "text": "The Consultant acknowledges that he may be required to travel in order to provide the Services. 1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 1.2555374598543965e-06 }, { "score": -1.8761582374572754, "text": "The Company shall", "probability": 8.639448725792407e-07 }, { "score": -2.1068859100341797, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies.\n\nTruckThat LLC Consulting Agreement", "probability": 6.859339150275418e-07 }, { "score": -2.4544577598571777, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000", "probability": 4.845445800007533e-07 }, { "score": -2.4570109844207764, "text": "Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 4.833090068959579e-07 }, { "score": -2.5191867351531982, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 4.541740361792544e-07 }, { "score": -2.537814140319824, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies.\n\nTruckThat LLC", "probability": 4.45792260118342e-07 }, { "score": -2.569676637649536, "text": "Consultant a flat fee consulting rate of $18,000 per month.", "probability": 4.318121094007361e-07 }, { "score": -2.7230679988861084, "text": ".", "probability": 3.704058144672132e-07 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Volume Restriction": [ { "text": "", "score": 11.996353149414062, "probability": 0.8341927683531938 }, { "score": 10.327165603637695, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 0.15716197587480485 }, { "score": 6.96288537979126, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month", "probability": 0.005435745855834629 }, { "score": 6.082183837890625, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.002253073313342538 }, { "score": 3.543189764022827, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.00017787061542563266 }, { "score": 3.2640037536621094, "text": "The", "probability": 0.00013454118979596658 }, { "score": 3.001016855239868, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.0001034288045819012 }, { "score": 2.687589645385742, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies.", "probability": 7.560000034270614e-05 }, { "score": 2.429319143295288, "text": "Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 5.8392402408619724e-05 }, { "score": 2.4275999069213867, "text": "Consultant a flat fee consulting rate of $18,000 per month.", "probability": 5.829209831436933e-05 }, { "score": 2.347163200378418, "text": "These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to investor decks, customer sales decks and other marketing material available to the public - The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses approved by the Company. - The Consultant will report directly to the CEO of the and will keep the CEO informed of all matters concerning the Services as requested by the CEO from time to time. - The Consultant acknowledges that he may be required to travel in order to provide the Services. 1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 5.378689460070701e-05 }, { "score": 2.301548719406128, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information. Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 5.1388548804656176e-05 }, { "score": 2.2171645164489746, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per", "probability": 4.723008855037466e-05 }, { "score": 2.151519775390625, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 4.4229253662345414e-05 }, { "score": 1.8710575103759766, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000", "probability": 3.341230190602184e-05 }, { "score": 1.6315408945083618, "text": "consulting rate of $18,000 per month.", "probability": 2.629575546094174e-05 }, { "score": 1.5828773975372314, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 2.5046749030070736e-05 }, { "score": 1.5052616596221924, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 2.3176255898939523e-05 }, { "score": 1.4985830783843994, "text": "flat fee consulting rate of $18,000 per month.", "probability": 2.30219871128503e-05 }, { "score": 1.393409252166748, "text": "The Company shall pay Consultant a flat fee consulting rate", "probability": 2.0723656928357816e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.154491424560547, "probability": 0.26874306213436067 }, { "score": 12.137724876403809, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company.", "probability": 0.26427473254939016 }, { "score": 11.909249305725098, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company. Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions.", "probability": 0.21029549168961306 }, { "score": 11.600780487060547, "text": "Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions.", "probability": 0.15447693949949629 }, { "score": 10.226420402526855, "text": "Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "probability": 0.03908288868879219 }, { "score": 9.267518997192383, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company. Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions", "probability": 0.014981009061878344 }, { "score": 8.959050178527832, "text": "Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions", "probability": 0.011004612661449132 }, { "score": 8.729798316955566, "text": "To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "probability": 0.008750078363777142 }, { "score": 8.417661666870117, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.006404020563083273 }, { "score": 8.365316390991211, "text": "Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\").", "probability": 0.006077422834576721 }, { "score": 8.226217269897461, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company", "probability": 0.005288219491361671 }, { "score": 7.890420913696289, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\").", "probability": 0.003779853502508705 }, { "score": 7.113175392150879, "text": "To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.", "probability": 0.0017374868522624346 }, { "score": 6.666345596313477, "text": "Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent.", "probability": 0.0011113882788860835 }, { "score": 6.652307510375977, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.0010958955135292315 }, { "score": 6.222491264343262, "text": "Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.", "probability": 0.0007130210068189795 }, { "score": 6.142599105834961, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "probability": 0.0006582723319542332 }, { "score": 5.949583530426025, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"),", "probability": 0.0005427252185377311 }, { "score": 5.943467617034912, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions", "probability": 0.0005394160875997535 }, { "score": 5.747596263885498, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.", "probability": 0.0004434636701242415 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.073709487915039, "probability": 0.7486641463862622 }, { "score": 10.816011428833008, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company.", "probability": 0.21285100655085432 }, { "score": 8.957408905029297, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.033181413916792434 }, { "score": 6.23564338684082, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company", "probability": 0.002181961797400583 }, { "score": 5.622298240661621, "text": "Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions.", "probability": 0.0011816115570233916 }, { "score": 4.4368720054626465, "text": "3.1. Assignment of Inventions. Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company.", "probability": 0.0003611192646617062 }, { "score": 4.388875961303711, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"),", "probability": 0.00034419633389695453 }, { "score": 4.043694019317627, "text": "3. Ownership. 3.1. Assignment of Inventions. Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company.", "probability": 0.00024372250186457568 }, { "score": 3.913628578186035, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.0002139976105957797 }, { "score": 3.7945334911346436, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter", "probability": 0.0001899706834203724 }, { "score": 3.5912628173828125, "text": "Consult", "probability": 0.00015502696797426425 }, { "score": 2.976625680923462, "text": "Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 8.38443372965676e-05 }, { "score": 2.9044368267059326, "text": "all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company.", "probability": 7.800501332636914e-05 }, { "score": 2.6883044242858887, "text": "Consultant agrees that", "probability": 6.284307183451652e-05 }, { "score": 2.4057271480560303, "text": "Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions", "probability": 4.737351983799031e-05 }, { "score": 2.2855541706085205, "text": "Consult", "probability": 4.2009275617751045e-05 }, { "score": 2.1034812927246094, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "probability": 3.501643644806923e-05 }, { "score": 1.9615180492401123, "text": "Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party.", "probability": 3.0382121309122396e-05 }, { "score": 1.8754551410675049, "text": "Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions. Without limiting the foregoing, all Inventions shall be deemed Confidential Information of the Company.\n\nTruckThat LLC Consulting Agreement Page 2 of 7\n\n\n\n\n\n3.2. Pre-Existing Materials. Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"),", "probability": 2.7876705517717773e-05 }, { "score": 1.7453546524047852, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant", "probability": 2.4475948065353242e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__License Grant": [ { "text": "", "score": 11.742816925048828, "probability": 0.9998240990853278 }, { "score": 1.74704110622406, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 4.558409321923405e-05 }, { "score": 1.3018107414245605, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"),", "probability": 2.9204665034025154e-05 }, { "score": 0.996483325958252, "text": "Subject", "probability": 2.152039397440096e-05 }, { "score": 0.7744439840316772, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 1.723533609596708e-05 }, { "score": -0.0114365816116333, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 7.854456949280683e-06 }, { "score": -0.06960725784301758, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted", "probability": 7.41059296731051e-06 }, { "score": -0.12014320492744446, "text": "property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 7.045397111425137e-06 }, { "score": -0.23322153091430664, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and", "probability": 6.292108225961168e-06 }, { "score": -0.35489606857299805, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license", "probability": 5.571262271676453e-06 }, { "score": -0.5099377632141113, "text": "Subject to Section 3.1, Consultant agrees that", "probability": 4.771114633145996e-06 }, { "score": -0.5477633476257324, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with", "probability": 4.5940149977611375e-06 }, { "score": -0.9116782546043396, "text": "the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 3.1926122279234554e-06 }, { "score": -0.9933676719665527, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a", "probability": 2.9421777680201236e-06 }, { "score": -1.0927402973175049, "text": "property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 2.663863251153161e-06 }, { "score": -1.255781650543213, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable,", "probability": 2.2631011568531497e-06 }, { "score": -1.3004741668701172, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company", "probability": 2.1641843561430414e-06 }, { "score": -1.372475504875183, "text": "Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 2.013837713095517e-06 }, { "score": -1.4695045948028564, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software", "probability": 1.8276173458678308e-06 }, { "score": -1.5128531455993652, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including", "probability": 1.7500853723211513e-06 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.971981048583984, "probability": 0.5442532492210538 }, { "score": 10.844654083251953, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.17628247937452307 }, { "score": 10.646764755249023, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.14463283763451332 }, { "score": 10.413453102111816, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.11453571820236953 }, { "score": 7.585160255432129, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software", "probability": 0.006770628218190528 }, { "score": 7.387270927429199, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software", "probability": 0.005555034029699097 }, { "score": 6.920951843261719, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.0034847122228521526 }, { "score": 6.687640190124512, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.002759567078269818 }, { "score": 4.575614929199219, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto", "probability": 0.0003338874064757069 }, { "score": 4.298351287841797, "text": "(i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.00025303812989672464 }, { "score": 4.2770161628723145, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.00024769671229010856 }, { "score": 4.06503963470459, "text": "(i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00020038259923754658 }, { "score": 3.6614577770233154, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software", "probability": 0.00013384021694530618 }, { "score": 3.446207046508789, "text": "Consult", "probability": 0.00010792061894385626 }, { "score": 3.3161911964416504, "text": "Subject", "probability": 9.476310038331234e-05 }, { "score": 3.2483177185058594, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consult", "probability": 8.854462118133102e-05 }, { "score": 3.118760108947754, "text": "if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 7.778503103566658e-05 }, { "score": 3.0954575538635254, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"),", "probability": 7.599339696312538e-05 }, { "score": 2.885448455810547, "text": "if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 6.159848994719377e-05 }, { "score": 2.6832871437072754, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\").", "probability": 5.0323695228844504e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.020156860351562, "probability": 0.7560608232993034 }, { "score": 10.794133186340332, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.22187144843136306 }, { "score": 8.141674041748047, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.015636986045203326 }, { "score": 5.761786937713623, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software", "probability": 0.0014473754826339951 }, { "score": 5.643005847930908, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"),", "probability": 0.0012852725726182305 }, { "score": 5.420170783996582, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.0010285352993192162 }, { "score": 4.822523593902588, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.000565801799647776 }, { "score": 4.2915143966674805, "text": "Subject", "probability": 0.00033269782392171847 }, { "score": 4.159830570220947, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00029164893918185553 }, { "score": 4.069070816040039, "text": "3.2. Pre-Existing Materials. Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0002663446273353406 }, { "score": 4.066345691680908, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\").", "probability": 0.00026561979318363675 }, { "score": 3.6708221435546875, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company.", "probability": 0.00017884909207441425 }, { "score": 3.6595189571380615, "text": "Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party.", "probability": 0.00017683890958201067 }, { "score": 3.336818218231201, "text": "Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\").", "probability": 0.0001280650661299881 }, { "score": 3.100192070007324, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consult", "probability": 0.00010108000335189255 }, { "score": 3.0774505138397217, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company.", "probability": 9.880722795460092e-05 }, { "score": 3.040283679962158, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software", "probability": 9.52022832887867e-05 }, { "score": 2.69937801361084, "text": "Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party", "probability": 6.770081777802193e-05 }, { "score": 2.410417079925537, "text": "Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party.", "probability": 5.071071987372531e-05 }, { "score": 2.4001307487487793, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto", "probability": 5.019176625509101e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.146322250366211, "probability": 0.9843339224678723 }, { "score": 7.981973648071289, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0152963859685757 }, { "score": 2.8593087196350098, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 9.116827181982905e-05 }, { "score": 2.749191999435425, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"),", "probability": 8.166211777722205e-05 }, { "score": 2.3774874210357666, "text": "Subject", "probability": 5.631076030117689e-05 }, { "score": 2.0029892921447754, "text": "3.2. Pre-Existing Materials. Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 3.8721210016551185e-05 }, { "score": 1.8081269264221191, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto", "probability": 3.1865539092125575e-05 }, { "score": 1.3514842987060547, "text": "Subject to Section 3.1, Consultant agrees that", "probability": 2.0183844736591525e-05 }, { "score": 0.8096938133239746, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and", "probability": 1.1741059220328866e-05 }, { "score": 0.21100223064422607, "text": "Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 6.452066395189837e-06 }, { "score": 0.16724109649658203, "text": "(i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 6.175805483624483e-06 }, { "score": -0.003612041473388672, "text": "if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 5.205866583159007e-06 }, { "score": -0.26712560653686523, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consult", "probability": 3.999913011129972e-06 }, { "score": -0.4725794792175293, "text": "Subject to Section 3.1, Consultant agrees that if", "probability": 3.257039783492043e-06 }, { "score": -0.5710968971252441, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and", "probability": 2.951464013698277e-06 }, { "score": -0.8044476509094238, "text": "Subject to Section 3.1,", "probability": 2.337192842558475e-06 }, { "score": -0.8149416446685791, "text": "the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 2.312794596875784e-06 }, { "score": -1.0523509979248047, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written", "probability": 1.8240279632758612e-06 }, { "score": -1.078073501586914, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license", "probability": 1.7777076879813414e-06 }, { "score": -1.0967111587524414, "text": "and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 1.744882226588476e-06 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.687191009521484, "probability": 0.9989745772573727 }, { "score": 4.586043834686279, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0008233138150705409 }, { "score": 2.4471359252929688, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records.", "probability": 9.69727028408861e-05 }, { "score": 0.739067792892456, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 1.757296062377182e-05 }, { "score": 0.4678157567977905, "text": "Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 1.3398052443978342e-05 }, { "score": 0.4664681553840637, "text": "(i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 1.3380009369730397e-05 }, { "score": 0.3650548458099365, "text": "Subject", "probability": 1.2089634655124e-05 }, { "score": 0.3093297481536865, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"),", "probability": 1.1434365606925835e-05 }, { "score": 0.025407463312149048, "text": "and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 8.60807798441991e-06 }, { "score": -0.15181389451026917, "text": "the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 7.2100775352244164e-06 }, { "score": -0.7347545623779297, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and", "probability": 4.0250568589447405e-06 }, { "score": -0.7769243717193604, "text": "by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 3.85885006270176e-06 }, { "score": -1.201673984527588, "text": "Subject to Section 3.1, Consultant agrees that", "probability": 2.5234313321306307e-06 }, { "score": -1.4813008308410645, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license", "probability": 1.9078801732107705e-06 }, { "score": -1.6337504386901855, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\").", "probability": 1.6381100371214727e-06 }, { "score": -1.6710922718048096, "text": "Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records.", "probability": 1.578068021733723e-06 }, { "score": -1.6724398136138916, "text": "(i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records.", "probability": 1.575942941235843e-06 }, { "score": -1.6861896514892578, "text": "(", "probability": 1.5544222731948336e-06 }, { "score": -1.7357497215270996, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention,", "probability": 1.4792628332784086e-06 }, { "score": -1.863375186920166, "text": "Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 1.3020219634774692e-06 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.009580612182617, "probability": 0.6009805080111061 }, { "score": 10.906756401062012, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.19948484934132163 }, { "score": 10.11217212677002, "text": "This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.", "probability": 0.09012107247392474 }, { "score": 10.083322525024414, "text": "This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.", "probability": 0.08755826121598502 }, { "score": 7.803208351135254, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.008954804826606924 }, { "score": 7.643088340759277, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.007629865596412134 }, { "score": 6.401540279388428, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.0022045472711712754 }, { "score": 5.1199188232421875, "text": "This power of attorney shall be deemed coupled with an interest, and shall be irrevocable", "probability": 0.0006119533116551965 }, { "score": 4.884940147399902, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto", "probability": 0.00048380276610485786 }, { "score": 4.658341884613037, "text": "Consultant agrees that, if the Company is unable because of Consultant's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant's signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 3.1, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant's agent and attorney-in-fact, to act for and on Consultant's behalf to execute and file any papers and oaths and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.", "probability": 0.00038570740073364413 }, { "score": 4.563055515289307, "text": "This power of attorney shall be deemed coupled with an interest, and shall be irrevocable", "probability": 0.00035065144065596506 }, { "score": 4.549281120300293, "text": "This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.\n\nTruckThat LLC Consulting Agreement Page 3 of 7\n\n\n\n\n\n4. Consultant Obligations. 4.1. Representations and Warranties. Consultant represents and warrants that:", "probability": 0.00034585454223995865 }, { "score": 4.24135160446167, "text": "Subject", "probability": 0.0002541917167537449 }, { "score": 3.735515832901001, "text": "(i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0001532779593806034 }, { "score": 3.6405093669891357, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software", "probability": 0.00013938592645121225 }, { "score": 3.570040464401245, "text": "This", "probability": 0.0001299016509017495 }, { "score": 3.1378722190856934, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 8.431918231140454e-05 }, { "score": 2.537559986114502, "text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"),", "probability": 4.626090196435294e-05 }, { "score": 2.418231725692749, "text": "if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 4.10573099320567e-05 }, { "score": 2.3852977752685547, "text": "Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement. 3.6. Attorney-in-Fact. Consultant agrees that, if the Company is unable because of Consultant's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant's signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 3.1, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant's agent and attorney-in-fact, to act for and on Consultant's behalf to execute and file any papers and oaths and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.", "probability": 3.9727154387303974e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.199836730957031, "probability": 0.9995824982402168 }, { "score": 4.245832920074463, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.00035110634617911343 }, { "score": 1.91437828540802, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 3.4111498384475913e-05 }, { "score": 1.043088436126709, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 1.4272643658284798e-05 }, { "score": -0.4690697193145752, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company,", "probability": 3.1461721353264197e-06 }, { "score": -0.7201385498046875, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter", "probability": 2.447623829113492e-06 }, { "score": -0.7658963203430176, "text": "Consult", "probability": 2.3381497646300284e-06 }, { "score": -0.9468932151794434, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company.", "probability": 1.9510408958252492e-06 }, { "score": -1.1488707065582275, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 1.5942215035108018e-06 }, { "score": -1.1607861518859863, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 1.5753383682433598e-06 }, { "score": -1.6810014247894287, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 9.3636943326155e-07 }, { "score": -1.8085600137710571, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 8.242315545864697e-07 }, { "score": -2.2280821800231934, "text": "Consultant expressly agrees that he will not,", "probability": 5.418175586015247e-07 }, { "score": -2.269221305847168, "text": "Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 5.199799281943839e-07 }, { "score": -2.5025839805603027, "text": "Consult", "probability": 4.1175459821638544e-07 }, { "score": -2.5612332820892334, "text": "Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 3.882999993106186e-07 }, { "score": -2.6477274894714355, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information. Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 3.561257958554936e-07 }, { "score": -2.680316209793091, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "probability": 3.44707181463456e-07 }, { "score": -2.704695701599121, "text": "Consultant expressly agrees that he will not", "probability": 3.3640500814301567e-07 }, { "score": -2.8224542140960693, "text": "3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 2.990340070736182e-07 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Post-Termination Services": [ { "score": 13.684187889099121, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 0.44825229062037925 }, { "score": 12.667773246765137, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.162218076347643 }, { "score": 12.592450141906738, "text": "Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement.", "probability": 0.15044814531559064 }, { "text": "", "score": 12.324462890625, "probability": 0.1150804241229423 }, { "score": 12.004541397094727, "text": "Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement.", "probability": 0.08357209985590204 }, { "score": 10.74623966217041, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 0.023745855160293563 }, { "score": 9.147074699401855, "text": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement", "probability": 0.004798210485668748 }, { "score": 8.98384952545166, "text": "Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:", "probability": 0.004075599526606895 }, { "score": 8.405177116394043, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same. 3.5. Further Assurances.", "probability": 0.0022849529878910054 }, { "score": 8.248575210571289, "text": "Upon the termination of this Agreement, or upon Company's earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.4 and any reproductions of any of the foregoing items that Consultant may have in Consultant's possession or control.", "probability": 0.0019537362091742727 }, { "score": 7.565649509429932, "text": "Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except", "probability": 0.000986904347054831 }, { "score": 7.048906326293945, "text": "ant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 0.0005886489164524679 }, { "score": 6.774681091308594, "text": "Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:", "probability": 0.00044746785547944727 }, { "score": 6.719267845153809, "text": "Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement", "probability": 0.0004233466968503361 }, { "score": 6.60276460647583, "text": "Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except: (a) The Company will pay, within thirty (30) days after the effective date of termination, all amounts owing to Consultant for Services completed and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submitted in accordance with the Company's policies and in accordance with the provisions of Article 1 of this Agreement; and (b) Article 2 (Confidentiality), Article 3 (Ownership), Section 4.2 (Covenant Not to Compete), Section 4.3 (Non-Solicitation), Section 4.4 (Non-Circumvention), Article 5 (Return of Company Materials), Article 7 (Term and Termination), Article 8 (Independent Contractor Relationship), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 11 (Arbitration and Equitable Relief), and Article 12 (Miscellaneous) will survive termination or expiration of this Agreement in accordance with their terms.", "probability": 0.00037679008134874567 }, { "score": 5.912294387817383, "text": "Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except", "probability": 0.00018890004265464442 }, { "score": 5.910425186157227, "text": "keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same. 3.5. Further Assurances. Consultant agrees to assist Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions. Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement.", "probability": 0.00018854728017612618 }, { "score": 5.616019248962402, "text": "Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "probability": 0.00014046282478111946 }, { "score": 5.422471523284912, "text": "The Company will pay, within thirty (30) days after the effective date of termination, all amounts owing to Consultant for Services completed and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submitted in accordance with the Company's policies and in accordance with the provisions of Article 1 of this Agreement; and (b) Article 2 (Confidentiality), Article 3 (Ownership), Section 4.2 (Covenant Not to Compete), Section 4.3 (Non-Solicitation), Section 4.4 (Non-Circumvention), Article 5 (Return of Company Materials), Article 7 (Term and Termination), Article 8 (Independent Contractor Relationship), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 11 (Arbitration and Equitable Relief), and Article 12 (Miscellaneous) will survive termination or expiration of this Agreement in accordance with their terms.", "probability": 0.0001157456528373601 }, { "score": 5.405480861663818, "text": "Upon the termination of this Agreement, or upon Company's earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.4 and any reproductions of any of the foregoing items that Consultant may have in Consultant's possession or control", "probability": 0.0001137956702731204 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Audit Rights": [ { "text": "", "score": 12.200571060180664, "probability": 0.8508819920475623 }, { "score": 9.22004508972168, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.04319598187427078 }, { "score": 8.690890312194824, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "probability": 0.025446868779621386 }, { "score": 8.553008079528809, "text": "Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "probability": 0.022169344773856493 }, { "score": 8.40121078491211, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.019047067904361968 }, { "score": 8.108683586120605, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company.", "probability": 0.014216254245497679 }, { "score": 7.574981212615967, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company.", "probability": 0.008336834614071236 }, { "score": 7.5291948318481445, "text": "The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "probability": 0.00796372791203174 }, { "score": 6.946988105773926, "text": "The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company.", "probability": 0.004449049575406899 }, { "score": 5.842770576477051, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter", "probability": 0.0014747271144301966 }, { "score": 5.431602954864502, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company", "probability": 0.0009775609304709058 }, { "score": 4.894738674163818, "text": "The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company.", "probability": 0.0005714610587132139 }, { "score": 4.696215629577637, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter", "probability": 0.00046856428069519054 }, { "score": 4.269907474517822, "text": "The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company", "probability": 0.00030593269981952977 }, { "score": 3.3923120498657227, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same. 3.5. Further Assurances. Consultant agrees to assist Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions.", "probability": 0.00012720115332440598 }, { "score": 3.254429817199707, "text": "Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same. 3.5. Further Assurances. Consultant agrees to assist Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions.", "probability": 0.00011081780819883235 }, { "score": 2.9442379474639893, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The", "probability": 8.126339063768477e-05 }, { "score": 2.856734037399292, "text": "Consult", "probability": 7.445476095308253e-05 }, { "score": 2.5340428352355957, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such", "probability": 5.391994805600474e-05 }, { "score": 2.39616060256958, "text": "Such", "probability": 4.697512802043803e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Uncapped Liability": [ { "score": 12.847441673278809, "text": "IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.44120635574779216 }, { "score": 12.447919845581055, "text": "IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.", "probability": 0.2958909177152611 }, { "text": "", "score": 12.31363296508789, "probability": 0.2587090276197519 }, { "score": 6.952055931091309, "text": "Limitation of Liability. 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Accordingly, if Consultant breaches or threatens to breach Articles 2 or 3 of this Agreement, Company shall be entitled to seek, without proving or showing any actual damage sustained, a temporary restraining order, preliminary injunction, permanent injunction and/or order compelling specific performance to prevent or cease the breach of Articles 2 or 3 of this Agreement.", "probability": 3.876671539381157e-05 }, { "score": 3.4578299522399902, "text": "IN NO EVENT SHALL", "probability": 3.687951510951624e-05 }, { "score": 3.2030415534973145, "text": "(iii) any failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, (iv) any violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the Inventions or other deliverables of Consultant under this Agreement, or (v) any amounts Company is required to pay by any court or governmental authority in any country based on a finding that Consultant's employees or contractors engaged in the performance of the Services are employees of Company or the failure of Consultant to file documents with respect to such employees or contractors or to pay any tax or similar fee or assessment in any country.\n\nTruckThat LLC Consulting Agreement Page 5 of 7\n\n\n\n\n\n10. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 2.858459259100771e-05 }, { "score": 3.1617937088012695, "text": "INVENTION GIVING RISE TO SUCH LIABILITY.", "probability": 2.742952553159495e-05 }, { "score": 2.995387077331543, "text": "Consultant acknowledges that any breach of its obligations under Articles 2 or 3 of this Agreement may result in irreparable injury for which Company shall have no adequate remedy at law. Accordingly, if Consultant breaches or threatens to breach Articles 2 or 3 of this Agreement, Company shall be entitled to seek, without proving or showing any actual damage sustained, a temporary restraining order, preliminary injunction, permanent injunction and/or order compelling specific performance to prevent or cease the breach of Articles 2 or 3 of this Agreement.", "probability": 2.3224630521150055e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Cap On Liability": [ { "score": 13.491107940673828, "text": "IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 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IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY", "probability": 0.0009264344507151115 }, { "score": 7.227754592895508, "text": "IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY", "probability": 0.0006992367222614562 }, { "score": 6.528848648071289, "text": "10. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.", "probability": 0.00034761077755497406 }, { "score": 6.249751567840576, "text": "Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.", "probability": 0.000262955894949835 }, { "score": 6.1168317794799805, "text": "10. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.00023022717295116918 }, { "score": 5.837734699249268, "text": "Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.00017415913491223932 }, { "score": 5.66218376159668, "text": "LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY. 11. Arbitration and Equitable Relief. 11.1. Arbitration. Except as described in Section 11.2 below, any dispute or controversy between Company and the Consultant and/or its employees or staff, including, but not limited to, those involving the construction or application of any of the terms, provisions or conditions of this Agreement or otherwise arising out of or relating to this Agreement, shall be settled by binding arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered by any court of competent jurisdiction. Company and the Consultant (or its employees as applicable) shall share the costs of the arbitrator equally but shall each bear their own costs and legal fees associated with the arbitration. The location of the arbitration shall be in the County of San Diego, California. 11.2. Availability of Injunctive Relief. 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IN", "probability": 0.00011325269151851619 }, { "score": 5.128497123718262, "text": "NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.", "probability": 8.568963508997403e-05 }, { "score": 5.126033782958984, "text": "IN", "probability": 8.547881209026036e-05 }, { "score": 5.110735893249512, "text": "IN", "probability": 8.418111794901853e-05 }, { "score": 4.884425163269043, "text": "NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.", "probability": 6.713193845922422e-05 }, { "score": 4.716480255126953, "text": "NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 5.675336816868994e-05 }, { "score": 3.762148141860962, "text": "Consultant acknowledges that any breach of its obligations under Articles 2 or 3 of this Agreement may result in irreparable injury for which Company shall have no adequate remedy at law.", "probability": 2.1853976423390793e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.051816940307617, "probability": 0.8700370118871364 }, { "score": 10.078842163085938, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 0.12097222525748327 }, { "score": 6.680121421813965, "text": "IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.", "probability": 0.004042406708988959 }, { "score": 6.185561656951904, "text": "IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "probability": 0.0024652185622396593 }, { "score": 5.817163467407227, "text": "IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.", "probability": 0.0017055408597767834 }, { "score": 4.050786018371582, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month", "probability": 0.0002915641674936161 }, { "score": 3.0791168212890625, "text": "The", "probability": 0.00011034269290947311 }, { "score": 2.71931529045105, "text": "Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:", "probability": 7.699876496183056e-05 }, { "score": 1.9892191886901855, "text": "The Company shall pay Consultant a flat fee", "probability": 3.710283124219522e-05 }, { "score": 1.9034785032272339, "text": "Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 3.405417350713973e-05 }, { "score": 1.7743206024169922, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies.", "probability": 2.992800590145507e-05 }, { "score": 1.748297929763794, "text": "Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "probability": 2.915924518685706e-05 }, { "score": 1.7077617645263672, "text": "The Company shall pay Consultant a flat fee consulting rate", "probability": 2.8000877706471992e-05 }, { "score": 1.5506913661956787, "text": "consulting rate of $18,000 per month.", "probability": 2.3930779079978976e-05 }, { "score": 1.4698328971862793, "text": "Consultant a flat fee consulting rate of $18,000 per month.", "probability": 2.207193714098796e-05 }, { "score": 1.4084720611572266, "text": "flat fee consulting rate of $18,000 per month.", "probability": 2.075829971512237e-05 }, { "score": 1.3810992240905762, "text": "Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except", "probability": 2.019779249294333e-05 }, { "score": 1.3321127891540527, "text": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per", "probability": 1.923221775783198e-05 }, { "score": 1.2501091957092285, "text": "IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY", "probability": 1.7718039254921717e-05 }, { "score": 1.1811201572418213, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 1.653690002406645e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.747476577758789, "probability": 0.4988855589540389 }, { "score": 11.655384063720703, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.45499399207697566 }, { "score": 9.224382400512695, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 0.04001612714280172 }, { "score": 7.032128810882568, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter", "probability": 0.004468393561418515 }, { "score": 5.003720760345459, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter", "probability": 0.0005877937906660856 }, { "score": 4.115949630737305, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same. 3.5. Further Assurances. Consultant agrees to assist Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions. Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement.", "probability": 0.000241919508333158 }, { "score": 4.087076187133789, "text": "Consult", "probability": 0.00023503433668706003 }, { "score": 3.3344006538391113, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement,", "probability": 0.00011072571239903933 }, { "score": 3.0523886680603027, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant", "probability": 8.351649004759898e-05 }, { "score": 3.024531364440918, "text": "If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 12.7.", "probability": 8.122205262440019e-05 }, { "score": 2.667259693145752, "text": "Consult", "probability": 5.682151976318682e-05 }, { "score": 2.531454563140869, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "probability": 4.960591065386262e-05 }, { "score": 2.106588840484619, "text": "three (3) years thereafter.", "probability": 3.243520056952582e-05 }, { "score": 2.0125327110290527, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company.", "probability": 2.9523546781145976e-05 }, { "score": 1.939234733581543, "text": "3.4. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 2.7436936786476028e-05 }, { "score": 1.6882190704345703, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years", "probability": 2.1346216275385952e-05 }, { "score": 1.6279942989349365, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 2.009859131611586e-05 }, { "score": 1.612912654876709, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3)", "probability": 1.979774584040877e-05 }, { "score": 1.5996346473693848, "text": "for a period of three (3) years thereafter.", "probability": 1.953660874928705e-05 }, { "score": 1.577770709991455, "text": "during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 1.9114097272277493e-05 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Insurance": [ { "text": "", "score": 12.139741897583008, "probability": 0.9999519266915661 }, { "score": 1.9096522331237793, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 3.606680160302301e-05 }, { "score": -0.5435984134674072, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 3.102232992821169e-06 }, { "score": -1.1189320087432861, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 1.745059368561596e-06 }, { "score": -1.218965768814087, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company,", "probability": 1.5789417072851045e-06 }, { "score": -1.9769196510314941, "text": "Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 7.399304637428722e-07 }, { "score": -2.064807176589966, "text": "Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:", "probability": 6.776755870883579e-07 }, { "score": -2.181157112121582, "text": "Consultant expressly agrees that he will not,", "probability": 6.032421869210954e-07 }, { "score": -2.4328956604003906, "text": "4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 4.68989417628126e-07 }, { "score": -2.4415507316589355, "text": "Consult", "probability": 4.6494779628927175e-07 }, { "score": -2.5138580799102783, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 4.3251533612383567e-07 }, { "score": -2.7720608711242676, "text": "Consultant represents and warrants that:", "probability": 3.3409152880559025e-07 }, { "score": -2.8368115425109863, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away,", "probability": 3.131443675521888e-07 }, { "score": -2.881147623062134, "text": "4.2 Covenant Not to Compete. Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 2.995640472195724e-07 }, { "score": -2.907104969024658, "text": "Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 2.918882127364843e-07 }, { "score": -2.9993996620178223, "text": "Consultant expressly agrees that he will not", "probability": 2.661542965640804e-07 }, { "score": -3.1543824672698975, "text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "probability": 2.2794249851005994e-07 }, { "score": -3.4913482666015625, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away", "probability": 1.6273573025140722e-07 }, { "score": -3.5721826553344727, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement. 4.3 Non-Solicitation. Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others,", "probability": 1.5009871979138035e-07 }, { "score": -3.5906476974487305, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information. Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 1.4735257249809462e-07 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 11.958988189697266, "probability": 0.8790500467969992 }, { "score": 9.32645320892334, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.06320016117271522 }, { "score": 8.152867317199707, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.019545028543190925 }, { "score": 7.7205376625061035, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company.", "probability": 0.01268463355951949 }, { "score": 7.683574676513672, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.012224331110067087 }, { "score": 6.271063327789307, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.0029770026441221964 }, { "score": 5.688253879547119, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company. 5. Return of Company Materials. Upon the termination of this Agreement, or upon Company's earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.4 and any reproductions of any of the foregoing items that Consultant may have in Consultant's possession or control.", "probability": 0.0016621426481709363 }, { "score": 5.6136369705200195, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 0.0015426328707338166 }, { "score": 5.559418201446533, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information. Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "probability": 0.0014612202055182535 }, { "score": 5.372457981109619, "text": "To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.", "probability": 0.0012120481608554178 }, { "score": 5.0978899002075195, "text": "Except as described in Section 11.2 below, any dispute or controversy between Company and the Consultant and/or its employees or staff, including, but not limited to, those involving the construction or application of any of the terms, provisions or conditions of this Agreement or otherwise arising out of or relating to this Agreement, shall be settled by binding arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered by any court of competent jurisdiction.", "probability": 0.0009210357220109221 }, { "score": 4.780804634094238, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 0.0006707614472500237 }, { "score": 4.5146684646606445, "text": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company. 5. Return of Company Materials. Upon the termination of this Agreement, or upon Company's earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.4 and any reproductions of any of the foregoing items that Consultant may have in Consultant's possession or control.", "probability": 0.0005140278187489008 }, { "score": 4.4304022789001465, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company. Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions.", "probability": 0.00047248745688660044 }, { "score": 4.372804641723633, "text": "Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company", "probability": 0.00044604219855264433 }, { "score": 4.357563018798828, "text": "Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company.", "probability": 0.00043929533871199365 }, { "score": 4.012350082397461, "text": "Accordingly, if Consultant breaches or threatens to breach Articles 2 or 3 of this Agreement, Company shall be entitled to seek, without proving or showing any actual damage sustained, a temporary restraining order, preliminary injunction, permanent injunction and/or order compelling specific performance to prevent or cease the breach of Articles 2 or 3 of this Agreement.", "probability": 0.00031105165878616496 }, { "score": 3.721400260925293, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"),", "probability": 0.00023252765921907785 }, { "score": 3.696625232696533, "text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company", "probability": 0.0002268375571641774 }, { "score": 3.6035890579223633, "text": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "probability": 0.00020668543077703271 } ], "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.090537071228027, "probability": 0.9816550652503665 }, { "score": 7.58975887298584, "text": "This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns.", "probability": 0.010896719613223816 }, { "score": 7.016777038574219, "text": "This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns.", "probability": 0.006144024335003362 }, { "score": 5.1897501945495605, "text": "This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns", "probability": 0.0009885195220393549 }, { "score": 3.6603140830993652, "text": "This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns", "probability": 0.0002141704685911124 }, { "score": 1.6490485668182373, "text": "This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent. 12.3. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Consultant represents and warrants that it is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule. 12.4. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 12.5. Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.", "probability": 2.8660124425910225e-05 }, { "score": 1.0155754089355469, "text": "This", "probability": 1.521122444949327e-05 }, { "score": 0.4884190559387207, "text": "This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives,", "probability": 8.97889885591287e-06 }, { "score": 0.20144176483154297, "text": "This", "probability": 6.738921935122705e-06 }, { "score": 0.17804741859436035, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "probability": 6.583099055997783e-06 }, { "score": 0.06726312637329102, "text": "This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives,", "probability": 5.8927414063267955e-06 }, { "score": -0.08481311798095703, "text": "This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent.", "probability": 5.061409890832101e-06 }, { "score": -0.17274260520935059, "text": "Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns.", "probability": 4.635368000206255e-06 }, { "score": -0.2979116439819336, "text": "Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement.", "probability": 4.0900064744100455e-06 }, { "score": -0.4062206745147705, "text": "Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns.", "probability": 3.6701683116722964e-06 }, { "score": -0.42815160751342773, "text": "This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement.", "probability": 3.590554292142202e-06 }, { "score": -0.6949059963226318, "text": "and will be for the benefit of the Company, its successors, and its assigns.", "probability": 2.749866048066448e-06 }, { "score": -1.0422977209091187, "text": "Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement.", "probability": 1.942858760140519e-06 }, { "score": -1.0648746490478516, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software.", "probability": 1.8994864268432726e-06 }, { "score": -1.1208503246307373, "text": "Consultant expressly agrees that he will not, without the prior written consent of the Company,", "probability": 1.7960824428000884e-06 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Document Name": [ { "score": 14.184839248657227, "text": "SPONSORSHIP AND DEVELOPMENT AGREEMENT", "probability": 0.9349067745083651 }, { "text": "", "score": 10.961542129516602, "probability": 0.03723129603177874 }, { "score": 10.265047073364258, "text": "DEVELOPMENT AGREEMENT", "probability": 0.018553429350549464 }, { "score": 8.594196319580078, "text": "SPONSORSHIP AND DEVELOPMENT AGREEMENT\n\n This Agreement", "probability": 0.0034896585293431766 }, { "score": 8.026359558105469, "text": "TEKNIK DIGITAL ARTS INC.", "probability": 0.001977764422672595 }, { "score": 6.81089973449707, "text": "SPONSORSHIP AND DEVELOPMENT AGREEMENT\n\n", "probability": 0.0005865527373060545 }, { "score": 6.638195991516113, "text": "ONSORSHIP AND DEVELOPMENT AGREEMENT", "probability": 0.0004935177568822489 }, { "score": 6.62319803237915, "text": "VELOPMENT AGREEMENT", "probability": 0.0004861712269186993 }, { "score": 6.375230312347412, "text": "SPONSORSHIP AND DEVELOPMENT AGRE", "probability": 0.00037940079790973845 }, { "score": 6.0708818435668945, "text": "SPONSORSHIP AND DEVELOPMENT AGREEMENT\n\n This", "probability": 0.00027984746637940374 }, { "score": 5.80410623550415, "text": "AGREEMENT", "probability": 0.00021431975535433426 }, { "score": 5.761038303375244, "text": "AND DEVELOPMENT AGREEMENT", "probability": 0.00020528538882311656 }, { "score": 5.6605916023254395, "text": "ORSHIP AND DEVELOPMENT AGREEMENT", "probability": 0.0001856669450370354 }, { "score": 5.652421474456787, "text": "MENT AGREEMENT", "probability": 0.00018415620223963852 }, { "score": 5.466795921325684, "text": "SPONSORSHIP AND DEVELOPMENT AGREEMENT\n\n This Agreement is made as", "probability": 0.0001529572957304177 }, { "score": 5.415650367736816, "text": "SPONSORSHIP AND DEVELOPMENT AG", "probability": 0.00014533090066121823 }, { "score": 5.410930633544922, "text": "OPMENT AGREEMENT", "probability": 0.0001446465935842784 }, { "score": 5.392632484436035, "text": "SPONSORSHIP AND DEVELOPMENT AGREEMENT\n\n This Agreement is", "probability": 0.00014202389707040946 }, { "score": 5.298064231872559, "text": "SPONSORSHIP AND DEVELOPMENT AGREEMENT\n\n This Agreement is made", "probability": 0.00012920846142465599 }, { "score": 5.155062198638916, "text": "AMENDMENT", "probability": 0.00011199173196995778 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Parties": [ { "score": 12.663156509399414, "text": "TDA", "probability": 0.13693146408550852 }, { "score": 12.585346221923828, "text": "TEKNIK DIGITAL ARTS INC.,", "probability": 0.12668076380158563 }, { "score": 12.549509048461914, "text": "TEKNIK DIGITAL ARTS INC., a Nevada corporation with offices at 7377 E. Doubletree Ranch Road, Suite 270, Scottsdale, Arizona 85258 (\"TDA", "probability": 0.12222126841813812 }, { "score": 12.155617713928223, "text": "TDA\") and RICK SMITH ENTERPRISES", "probability": 0.08242936485534016 }, { "score": 12.062593460083008, "text": "RICK SMITH ENTERPRISES", "probability": 0.07510727982729457 }, { "score": 12.041969299316406, "text": "TEKNIK DIGITAL ARTS INC., a Nevada corporation with offices at 7377 E. 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Doubletree Ranch Road, Suite 270, Scottsdale, Arizona 85258 (\"TDA\") and RICK SMITH ENTERPRISES (\"Smith", "probability": 0.003355996974884784 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Agreement Date": [ { "score": 15.426039695739746, "text": "August 6, 2004", "probability": 0.6809695228267668 }, { "score": 14.292256355285645, "text": "August 6, 2004", "probability": 0.21914513147701983 }, { "score": 12.7777738571167, "text": "August 6, 2004 Date: August 6, 2004", "probability": 0.04819482802756879 }, { "score": 11.68478775024414, "text": "December 10, 2004", "probability": 0.016155581700611335 }, { "score": 11.672146797180176, "text": "August 6, 2004 (", "probability": 0.015952645108903343 }, { "text": "", "score": 11.261344909667969, "probability": 0.010578490755206244 }, { "score": 10.285768508911133, "text": "August 6, 2004", "probability": 0.003987826576264924 }, { "score": 9.466835975646973, "text": "December 10, 2004", "probability": 0.0017582409191737322 }, { "score": 9.400243759155273, "text": "This Agreement is made as of August 6, 2004", "probability": 0.0016449691249358282 }, { "score": 7.552852153778076, "text": "August 6, 2004 (the", "probability": 0.00025932582654588564 }, { "score": 7.477654457092285, "text": "Date: August 6, 2004", "probability": 0.00024054028769609118 }, { "score": 7.318166255950928, "text": "6, 2004", "probability": 0.0002050798449324087 }, { "score": 7.267197608947754, "text": "August 6, 2004 (the \"Effective Date\")", "probability": 0.0001948891126573082 }, { "score": 7.0087127685546875, "text": "August 6", "probability": 0.0001504974143114878 }, { "score": 6.938473224639893, "text": ", 2004", "probability": 0.00014028924955450403 }, { "score": 6.843006134033203, "text": "August 6, 2004 (the \"", "probability": 0.0001275156712570307 }, { "score": 6.554168224334717, "text": "August", "probability": 9.552627677981023e-05 }, { "score": 6.428897380828857, "text": "as of August 6, 2004", "probability": 8.427881391272543e-05 }, { "score": 6.114435195922852, "text": "August", "probability": 6.153882834254232e-05 }, { "score": 5.970368385314941, "text": "August 6,", "probability": 5.3282157559469346e-05 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Effective Date": [ { "score": 15.653777122497559, "text": "August 6, 2004", "probability": 0.4930398446925239 }, { "score": 14.723543167114258, "text": "August 6, 2004", "probability": 0.1944851939033868 }, { "score": 14.271133422851562, "text": "August 6, 2004", "probability": 0.12371076392811815 }, { "score": 13.712201118469238, "text": "August 6, 2004 Date: August 6, 2004", "probability": 0.07074019834452339 }, { "score": 12.819650650024414, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 0.028975873028604864 }, { "score": 12.739803314208984, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 0.026752185832432284 }, { "score": 12.538406372070312, "text": "August 6, 2004", "probability": 0.021872261617922918 }, { "score": 11.809892654418945, "text": "August 6, 2004 (", "probability": 0.010556117224339448 }, { "text": "", "score": 11.798812866210938, "probability": 0.010439803238266708 }, { "score": 11.314303398132324, "text": "December 10, 2004", "probability": 0.006430911382306659 }, { "score": 11.03007698059082, "text": "This Agreement is made as of August 6, 2004", "probability": 0.004839879625948445 }, { "score": 10.593008995056152, "text": "December 10, 2004", "probability": 0.0031262114254489003 }, { "score": 10.468696594238281, "text": "Date: August 6, 2004", "probability": 0.0027607695501817814 }, { "score": 8.879778861999512, "text": "Date: August 6, 2004", "probability": 0.0005636012568935135 }, { "score": 8.418241500854492, "text": "IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the Effective Date by signing below.\n\nTEKNIK DIGITAL ARTS INC. RICK SMITH\n\nBy: /s/ John Ward By: /s/ Rick Smith -------------------------- --------------------------------- Name: John Ward Title: Chairman Date: August 6, 2004", "probability": 0.0003552456951122851 }, { "score": 8.320846557617188, "text": "Date: August 6, 2004 Date: August 6, 2004", "probability": 0.0003222780575749719 }, { "score": 8.191458702087402, "text": "August 6, 2004 (the \"Effective Date\")", "probability": 0.000283164174182989 }, { "score": 8.180728912353516, "text": "August 6, 2004 (the \"", "probability": 0.0002801421241083593 }, { "score": 8.115372657775879, "text": "August 6, 2004 (the", "probability": 0.00026241856515357644 }, { "score": 7.859309196472168, "text": "IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the Effective Date by signing below.\n\nTEKNIK DIGITAL ARTS INC. RICK SMITH\n\nBy: /s/ John Ward By: /s/ Rick Smith -------------------------- --------------------------------- Name: John Ward Title: Chairman Date: August 6, 2004 Date: August 6, 2004", "probability": 0.00020313633297004734 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Expiration Date": [ { "score": 14.922313690185547, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 0.962358440169355 }, { "text": "", "score": 11.638521194458008, "probability": 0.03607479725218423 }, { "score": 7.718594551086426, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date", "probability": 0.0007158159780853306 }, { "score": 6.662051200866699, "text": ").", "probability": 0.00024885733236261655 }, { "score": 5.9817681312561035, "text": "6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 0.00012603967019915446 }, { "score": 5.742123603820801, "text": "The", "probability": 9.918156623843033e-05 }, { "score": 5.6384806632995605, "text": "Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 8.941685796936413e-05 }, { "score": 5.117239475250244, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.\n\n6. TERM\n\n 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 5.3094218574121717e-05 }, { "score": 4.71214485168457, "text": "TERM\n\n 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 3.5409261870448895e-05 }, { "score": 4.690683841705322, "text": "5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.\n\n6. TERM\n\n 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 3.4657439635980124e-05 }, { "score": 4.419764518737793, "text": "three (3) year period commencing on the Effective Date).", "probability": 2.6432467596588484e-05 }, { "score": 4.341408729553223, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (", "probability": 2.4440395057292428e-05 }, { "score": 4.074228286743164, "text": "shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 1.8709975966091726e-05 }, { "score": 3.994013786315918, "text": "Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 1.726778031126857e-05 }, { "score": 3.8921773433685303, "text": "the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 1.559586651817173e-05 }, { "score": 3.6944329738616943, "text": "terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 1.2797649776485404e-05 }, { "score": 3.6674981117248535, "text": "the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 1.2457547706643551e-05 }, { "score": 3.6558635234832764, "text": "the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 1.2313449157690306e-05 }, { "score": 3.6551401615142822, "text": "6. TERM\n\n 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 1.2304545297607618e-05 }, { "score": 3.6276230812072754, "text": "term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 1.1970576137512991e-05 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Renewal Term": [ { "text": "", "score": 11.546464920043945, "probability": 0.988225453803287 }, { "score": 6.398990631103516, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.00574561281496886 }, { "score": 5.806535243988037, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.003177139258845135 }, { "score": 4.206432819366455, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.\n\n6. TERM\n\n 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 0.000641387656292519 }, { "score": 3.7562599182128906, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.\n\n 5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.00040889612103151777 }, { "score": 3.5479249954223633, "text": "once a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.\n\n 5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.00033199709476990834 }, { "score": 3.054945230484009, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts);", "probability": 0.0002027850301667695 }, { "score": 2.979360580444336, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.00018802253134096456 }, { "score": 2.9606008529663086, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).\n\n 6.2 Post-Term Sales. Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.0001845281591085092 }, { "score": 2.7083418369293213, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.00014338639650619483 }, { "score": 2.500006914138794, "text": "once a year.", "probability": 0.00011642044182149016 }, { "score": 2.3366456031799316, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 9.887405079020993e-05 }, { "score": 2.1561574935913086, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.\n\n 5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.\n\n6. TERM\n\n 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 8.25462478565819e-05 }, { "score": 2.125661849975586, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 8.006694303810926e-05 }, { "score": 1.9550459384918213, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination", "probability": 6.750807101037762e-05 }, { "score": 1.9478224515914917, "text": "once a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.\n\n 5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.\n\n6. TERM\n\n 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 6.702218435445989e-05 }, { "score": 1.9225430488586426, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts", "probability": 6.534913944753714e-05 }, { "score": 1.8967483043670654, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.\n\n6. TERM\n\n 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).\n\n 6.2 Post-Term Sales. Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 6.368503000125483e-05 }, { "score": 1.8584152460098267, "text": "TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 6.128998598144493e-05 }, { "score": 1.6146045923233032, "text": "but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 4.80290393812381e-05 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.863199234008789, "probability": 0.9990531341501715 }, { "score": 3.8307957649230957, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.00032445919290216503 }, { "score": 3.6730353832244873, "text": "This one-time option would cease all future royalties.", "probability": 0.00027710580278430516 }, { "score": 3.209555149078369, "text": "This one-time option would cease all future royalties.", "probability": 0.000174324613960558 }, { "score": 1.8982524871826172, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.\n\n7. REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n 7.1 Representations and Warranties.\n\n (a) Smith represents and warrants that:", "probability": 4.697504469335637e-05 }, { "score": 1.3835617303848267, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts);", "probability": 2.807629819851092e-05 }, { "score": 1.0449063777923584, "text": "TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 2.0010765171851542e-05 }, { "score": 0.5315302610397339, "text": "but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 1.1975875731290572e-05 }, { "score": 0.5079237222671509, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 1.1696477543448966e-05 }, { "score": -0.018185853958129883, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term", "probability": 6.911441008281206e-06 }, { "score": -0.06722831726074219, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination", "probability": 6.580664264438734e-06 }, { "score": -0.17655491828918457, "text": "c. This one-time option would cease all future royalties.", "probability": 5.899154828571449e-06 }, { "score": -0.2424403429031372, "text": "provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 5.523013673434097e-06 }, { "score": -0.26867473125457764, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 5.38000486415028e-06 }, { "score": -0.43020325899124146, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 4.577535489436684e-06 }, { "score": -0.43630528450012207, "text": "once a year.", "probability": 4.549688299650343e-06 }, { "score": -0.43759042024612427, "text": "Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours. The information provided to Smith by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 4.543845088047554e-06 }, { "score": -0.8876367211341858, "text": "TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.\n\n7. REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n 7.1 Representations and Warranties.\n\n (a) Smith represents and warrants that:", "probability": 2.897149401051858e-06 }, { "score": -0.9582695364952087, "text": "The examination may be conducted not more than", "probability": 2.699575323508383e-06 }, { "score": -0.9656566977500916, "text": "Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours. The information provided to Smith by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than", "probability": 2.6797066023506623e-06 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Governing Law": [ { "score": 15.94892406463623, "text": "This Agreement will be deemed entered into in Arizona and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions.", "probability": 0.44122398224459375 }, { "score": 15.617033004760742, "text": "This Agreement will be deemed entered into in Arizona and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions.", "probability": 0.31660710313841667 }, { "score": 15.277259826660156, "text": "This Agreement shall be governed by the laws of the State of Arizona applicable to agreements fully executed and performed therein.", "probability": 0.225402660451503 }, { "text": "", "score": 12.292898178100586, "probability": 0.011399012812108872 }, { "score": 11.430685043334961, "text": "This Agreement shall be governed by the laws of the State of Arizona applicable to agreements fully executed and performed therein", "probability": 0.004812966458970616 }, { "score": 7.478973388671875, "text": ".", "probability": 9.251374663761709e-05 }, { "score": 7.2023138999938965, "text": "This Agreement shall be governed by the laws of the State of Arizona", "probability": 7.015434596561304e-05 }, { "score": 7.143771648406982, "text": "This Agreement will be deemed entered into in Arizona and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions", "probability": 6.616525693807231e-05 }, { "score": 6.629785060882568, "text": ".", "probability": 3.957386469734558e-05 }, { "score": 6.5829386711120605, "text": "This Agreement will be deemed entered into in Arizona and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions", "probability": 3.776272587716838e-05 }, { "score": 6.5142998695373535, "text": "This Agreement will be deemed entered into in Arizona and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions.\n\n 10.5 Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and all prior agreements and understandings, whether oral or written, are hereby superseded in their entirety. No waiver, modification or addition to this Agreement shall be valid unless in writing and signed by the party sought to be charged therewith.\n\n 10.6 Assignment. This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA:", "probability": 3.525769229691965e-05 }, { "score": 6.31015682220459, "text": "This", "probability": 2.874720885735213e-05 }, { "score": 6.290895462036133, "text": "This", "probability": 2.8198797047369254e-05 }, { "score": 6.183651447296143, "text": "Agreement will be deemed entered into in Arizona and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions.", "probability": 2.5331161163589058e-05 }, { "score": 6.155855655670166, "text": ".", "probability": 2.463675695146533e-05 }, { "score": 6.148030757904053, "text": "This Agreement will be deemed entered into in Arizona and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona", "probability": 2.4444729125888607e-05 }, { "score": 6.125335216522217, "text": "This", "probability": 2.3896190994603545e-05 }, { "score": 5.984232425689697, "text": "Agreement shall be governed by the laws of the State of Arizona applicable to agreements fully executed and performed therein.", "probability": 2.0751453300305297e-05 }, { "score": 5.87629508972168, "text": "and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions.", "probability": 1.8628244432722613e-05 }, { "score": 5.853736400604248, "text": "and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions.", "probability": 1.821272012099781e-05 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.119959831237793, "probability": 0.6729080803925922 }, { "score": 9.853821754455566, "text": "Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.06978859923259163 }, { "score": 9.555900573730469, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.05180825403756587 }, { "score": 9.316116333007812, "text": "2) 25% royalty of net TDA net sales price.", "probability": 0.04076261002172039 }, { "score": 8.977069854736328, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.029041294399009217 }, { "score": 8.826343536376953, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.024977925219267515 }, { "score": 8.197914123535156, "text": "As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.013323948175060822 }, { "score": 8.1743745803833, "text": "25% royalty of net TDA net sales price.", "probability": 0.013013971193621843 }, { "score": 8.081622123718262, "text": "If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 0.011861181757775327 }, { "score": 7.912975788116455, "text": "Handheld products 33% or $1 per subscription whichever is greater\n\n 3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted.\n\n a. TDA stock conversion price based on the previous six month average daily price\n\n b. Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.010020416837216141 }, { "score": 7.704753875732422, "text": "33% royalty of net TDA net sales price.\n\n a. Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.008136847198448647 }, { "score": 7.699130058288574, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.", "probability": 0.008091215487708855 }, { "score": 7.4606523513793945, "text": "Handheld products 33% or $1 per subscription whichever is greater\n\n 3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted.\n\n a. TDA stock conversion price based on the previous six month average daily price", "probability": 0.006374471964876234 }, { "score": 7.448970794677734, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.\n\n b. Par Value is $.0001 per share.\n\n 2) 25% royalty of net TDA net sales price.", "probability": 0.006300441446863154 }, { "score": 7.38272762298584, "text": "2) 25% royalty of net TDA net sales price.\n\n 3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted.\n\n a. TDA stock conversion price based on the previous six month average daily price\n\n b. Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.005896603635633727 }, { "score": 7.377958297729492, "text": "As of the date of this agreement, Company has sold stock at $2.50/share.\n\n b. Par Value is $.0001 per share.\n\n 2) 25% royalty of net TDA net sales price.", "probability": 0.0058685477719382356 }, { "score": 7.351785659790039, "text": "Handheld products 33% or $1 per subscription whichever is greater\n\n 3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted.", "probability": 0.005716944972446247 }, { "score": 7.328406810760498, "text": "2) 33% royalty of net TDA net sales price.\n\n a. Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.005584839631456345 }, { "score": 7.269550323486328, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.005265621754739429 }, { "score": 7.268136978149414, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at", "probability": 0.005258184869467934 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Compete": [ { "score": 11.931129455566406, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.37618003591368404 }, { "text": "", "score": 11.917810440063477, "probability": 0.37120290698886343 }, { "score": 10.484335899353027, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 0.0885240522122251 }, { "score": 10.00395393371582, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.054756294266555296 }, { "score": 9.290822982788086, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 0.026836459039961607 }, { "score": 9.276812553405762, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.026463090360890937 }, { "score": 8.940282821655273, "text": "TDA shall not utilize Smith's Likeness in a manner that would constitute an endorsement of any product or service other than TDA's Golf Instruction Related Products.", "probability": 0.018901120647020115 }, { "score": 8.810441017150879, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.016599613455805674 }, { "score": 7.806416034698486, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.006082126735536572 }, { "score": 6.961410999298096, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.0026126091372538044 }, { "score": 6.874514102935791, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products", "probability": 0.0023951658935486616 }, { "score": 6.798028945922852, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.002218801839096565 }, { "score": 6.461692810058594, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\".", "probability": 0.0015850741716123048 }, { "score": 6.197405815124512, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 0.0012169457148139924 }, { "score": 5.952834606170654, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above.", "probability": 0.0009529174486585833 }, { "score": 5.688360214233398, "text": "(b) TDA shall not utilize Smith's Likeness in a manner that would constitute an endorsement of any product or service other than TDA's Golf Instruction Related Products.", "probability": 0.0007314683010619378 }, { "score": 5.68100118637085, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products", "probability": 0.0007261051633971064 }, { "score": 5.671409606933594, "text": "Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.0007191739617663048 }, { "score": 5.570322036743164, "text": "TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.\n\n (b) TDA shall not utilize Smith's Likeness in a manner that would constitute an endorsement of any product or service other than TDA's Golf Instruction Related Products.", "probability": 0.0006500281748484465 }, { "score": 5.564122200012207, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.\n\n4. COMPENSATION\n\n 4.1 Products. TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.0006460105733994117 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Exclusivity": [ { "score": 12.553916931152344, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 0.11705967686582558 }, { "score": 12.38438892364502, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 0.0988057553845241 }, { "score": 12.380653381347656, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 0.09843735082986198 }, { "score": 12.348698616027832, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 0.09534153484745546 }, { "score": 12.308990478515625, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\".", "probability": 0.09162987921620568 }, { "text": "", "score": 12.226139068603516, "probability": 0.08434419623673599 }, { "score": 12.155749320983887, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.07861136275312355 }, { "score": 11.859180450439453, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.05843689083212207 }, { "score": 11.855224609375, "text": "Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\".", "probability": 0.05820618040743475 }, { "score": 11.405415534973145, "text": "Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.03712098589605715 }, { "score": 11.174217224121094, "text": "(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.02945854899458755 }, { "score": 11.068337440490723, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.026498930476031878 }, { "score": 11.048418045043945, "text": "(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.02597631022115114 }, { "score": 11.019416809082031, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.025233784246902823 }, { "score": 10.772811889648438, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.019718924752259274 }, { "score": 10.586416244506836, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.01636562628164269 }, { "score": 10.577571868896484, "text": "(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products;", "probability": 0.016221520736854556 }, { "score": 9.975632667541504, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service,", "probability": 0.008885312208630824 }, { "score": 9.767276763916016, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service", "probability": 0.00721414510188322 }, { "score": 9.652687072753906, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.006433083710709878 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.183723449707031, "probability": 0.9701434779806246 }, { "score": 7.818485736846924, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.012332107943935305 }, { "score": 7.276519298553467, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.0071723964009861516 }, { "score": 6.723669052124023, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.004126334895309203 }, { "score": 6.1265869140625, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.002271197988130607 }, { "score": 5.706711292266846, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 0.001492469034346381 }, { "score": 4.854827880859375, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.\n\n4. COMPENSATION\n\n 4.1 Products. TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.0006367032466144553 }, { "score": 4.501739501953125, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service", "probability": 0.0004472936469503526 }, { "score": 4.002003192901611, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service,", "probability": 0.00027136885884814155 }, { "score": 3.882066488265991, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above.", "probability": 0.00024069782137519573 }, { "score": 3.3463375568389893, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\".", "probability": 0.00014086660265731995 }, { "score": 3.3362412452697754, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.\n\n4. COMPENSATION\n\n 4.1 Products. TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.", "probability": 0.00013945152509968687 }, { "score": 3.2636361122131348, "text": "TDA agrees that no use of Smith's Likeness in connection with advertisements, promotions and other related/similar materials (specifically excluding, however, TDA's Golf Instruction Related Products) will be made hereunder unless and until the same has been approved by Smith in writing. Smith agrees that any material, advertising or otherwise, submitted for approval as provided herein may be deemed by TDA to have been approved hereunder if the same is not disapproved in writing within fourteen (14) days after receipt thereof. Smith agrees that any material submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that TDA will be advised of\n\n\n\n\n\nthe specified grounds therefore. TDA agrees to protect, indemnify and save harmless Smith and Smith's agents, or either of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of, TDA.\n\n3. EXCLUSIVITY\n\n 3.1 Exclusivity Period. During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.00012968545187006878 }, { "score": 3.2233898639678955, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 0.0001245697337129701 }, { "score": 2.9736127853393555, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not", "probability": 9.703663529159144e-05 }, { "score": 2.4935495853424072, "text": "During", "probability": 6.0040863612877996e-05 }, { "score": 2.397613048553467, "text": "Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 5.454842579440101e-05 }, { "score": 2.188565969467163, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 4.4258249114446785e-05 }, { "score": 2.041578769683838, "text": "3.1 Exclusivity Period. During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 3.820836898376472e-05 }, { "score": 2.01715087890625, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These", "probability": 3.7286326742790134e-05 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Competitive Restriction Exception": [ { "score": 13.012521743774414, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 0.12816229826587677 }, { "score": 12.971779823303223, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.1230456587048891 }, { "score": 12.943065643310547, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.11956274728911467 }, { "score": 12.602867126464844, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 0.08508432288030815 }, { "score": 12.378327369689941, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\".", "probability": 0.06797248846140103 }, { "score": 12.243368148803711, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.059391066591437724 }, { "text": "", "score": 12.069723129272461, "probability": 0.049923847851214294 }, { "score": 11.981650352478027, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above.", "probability": 0.04571497956689269 }, { "score": 11.974258422851562, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.0453783035308559 }, { "score": 11.968673706054688, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\".", "probability": 0.045125584894757154 }, { "score": 11.83371353149414, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.0394285117733192 }, { "score": 11.622929573059082, "text": "Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.03193508489025847 }, { "score": 11.571996688842773, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above.", "probability": 0.0303492668593317 }, { "score": 11.550321578979492, "text": "Notwithstanding any provision contained in this Agreement, neither party will be prohibited from exercising any right of offset that may be available at law.", "probability": 0.029698521135473395 }, { "score": 11.272902488708496, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.02250366446092947 }, { "score": 11.056680679321289, "text": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "probability": 0.01812797547657897 }, { "score": 10.916829109191895, "text": "Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.\n\n4. COMPENSATION\n\n 4.1 Products. TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.015762044156224536 }, { "score": 10.879302978515625, "text": "Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\".", "probability": 0.015181516234675457 }, { "score": 10.825566291809082, "text": "Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\".", "probability": 0.014387243759929995 }, { "score": 10.744343757629395, "text": "Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.", "probability": 0.01326487321653103 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.213190078735352, "probability": 0.9999064882688171 }, { "score": 2.0387208461761475, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 3.812795763771874e-05 }, { "score": 1.4220671653747559, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 2.0579473119521127e-05 }, { "score": 0.5931172370910645, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 8.983092507134e-06 }, { "score": 0.4087215065956116, "text": "TDA represents and warrants that:", "probability": 7.470399435882635e-06 }, { "score": -0.2627828121185303, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 3.816921283750581e-06 }, { "score": -0.3556775152683258, "text": "commissions or fees to any person, firm or entity on account of this Agreement, other than advances, compensation, royalties and expenses expressly payable to Smith by TDA under this Agreement;\n\n (ii) Smith will perform the Services in a professional and workmanlike manner, to the extent of Smith's professional abilities.\n\n (b) TDA represents and warrants that:", "probability": 3.478320101764117e-06 }, { "score": -0.8564181923866272, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 2.108145752284033e-06 }, { "score": -1.343687653541565, "text": "(b) TDA represents and warrants that:", "probability": 1.2950370562198409e-06 }, { "score": -1.5701664686203003, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.\n\n7. REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n 7.1 Representations and Warranties.\n\n (a) Smith represents and warrants that:", "probability": 1.0325799688297798e-06 }, { "score": -1.656226396560669, "text": "3.1 Exclusivity Period. During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 9.474326432834204e-07 }, { "score": -1.7916327714920044, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 8.274506521553266e-07 }, { "score": -1.8754757642745972, "text": "(ii) Smith will perform the Services in a professional and workmanlike manner, to the extent of Smith's professional abilities.\n\n (b) TDA represents and warrants that:", "probability": 7.609034504232426e-07 }, { "score": -1.9454244375228882, "text": "(ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 7.094980900175003e-07 }, { "score": -2.0251541137695312, "text": "once a year.", "probability": 6.551263569064731e-07 }, { "score": -2.090421199798584, "text": "The examination may be conducted not more than", "probability": 6.137336518817734e-07 }, { "score": -2.110746383666992, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA:", "probability": 6.013853187338183e-07 }, { "score": -2.2605140209198, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.\n\n 10.7 Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, such provision will be enforced to the extent permissible and the remaining provisions of this Agreement will not be affected.\n\n 10.8 Attorney's Fees. In any suit, arbitration or other proceeding under this Agreement, the prevailing party will be entitled to recover its reasonable fees and expenses of attorneys and other professionals, including all fees and expenses of appeal and enforcement.\n\n 10.9 Liability. In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses.", "probability": 5.177374296547293e-07 }, { "score": -2.2815372943878174, "text": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 5.069665107791815e-07 }, { "score": -2.3370919227600098, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 4.795702159395101e-07 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.807367324829102, "probability": 0.8040528315257964 }, { "score": 9.762950897216797, "text": "Smith will not authorize or release advertising matter or publicity nor give interviews which make reference to the details of the material terms of this Agreement, without TDA's prior written approval, although Smith may, during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.10408923397675848 }, { "score": 9.236495971679688, "text": "Smith will not authorize or release advertising matter or publicity nor give interviews which make reference to the details of the material terms of this Agreement, without TDA's prior written approval, although Smith may, during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.06148502349337742 }, { "score": 7.1660566329956055, "text": "Smith may, during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.007755127876437267 }, { "score": 7.029836654663086, "text": "although Smith may, during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.006767517360018333 }, { "score": 6.031923770904541, "text": "during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.002494832079039922 }, { "score": 5.8373565673828125, "text": "discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.0020537229524086034 }, { "score": 5.694484710693359, "text": "although Smith may, during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.00178030084441191 }, { "score": 5.448824882507324, "text": "Smith will not authorize or release advertising matter or publicity nor give interviews which make reference to the details of the material terms of this Agreement, without TDA's prior written approval, although Smith may, during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products", "probability": 0.0013925304163365025 }, { "score": 5.423492431640625, "text": "Smith may, during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.0013576972751809864 }, { "score": 5.2593278884887695, "text": "Golf Instruction Related Products.", "probability": 0.0011521451372483774 }, { "score": 5.151856422424316, "text": "TDA shall not utilize Smith's Likeness in a manner that would constitute an endorsement of any product or service other than TDA's Golf Instruction Related Products.", "probability": 0.0010347440231166557 }, { "score": 5.150598526000977, "text": "Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.0010334432406072574 }, { "score": 5.014384746551514, "text": "Smith will not authorize or release advertising matter or publicity nor give interviews which make reference to the details of the material terms of this Agreement, without TDA's prior written approval, although Smith may, during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products", "probability": 0.0009018405030837895 }, { "score": 4.705102443695068, "text": "comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.0006619270647152131 }, { "score": 4.520226955413818, "text": "non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.0005501989210310525 }, { "score": 4.167462348937988, "text": "discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.00038664821751244785 }, { "score": 4.0833210945129395, "text": "disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.00035544624439328023 }, { "score": 4.079263687133789, "text": "TDA and its Golf Instruction Related Products.", "probability": 0.0003540069760019857 }, { "score": 4.041189670562744, "text": "respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "probability": 0.00034078187252369177 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.817943572998047, "probability": 0.981983881732484 }, { "score": 7.283829212188721, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.010542983142823913 }, { "score": 6.841601371765137, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.006774954787233823 }, { "score": 3.4381792545318604, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service", "probability": 0.00022532996860146208 }, { "score": 3.0775015354156494, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service,", "probability": 0.00015710087829255663 }, { "score": 2.595569372177124, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not", "probability": 9.702376734514349e-05 }, { "score": 1.7242801189422607, "text": "During", "probability": 4.05958855131557e-05 }, { "score": 1.4003915786743164, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These", "probability": 2.9364256786814372e-05 }, { "score": 0.9357682466506958, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 1.8451669369777912e-05 }, { "score": 0.8543167114257812, "text": "During the Term", "probability": 1.7008331494519267e-05 }, { "score": 0.8396855592727661, "text": "Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours.", "probability": 1.6761291654281015e-05 }, { "score": 0.7087496519088745, "text": "(i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 1.4704245364534073e-05 }, { "score": 0.5829706192016602, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service", "probability": 1.2966345845930744e-05 }, { "score": 0.46891987323760986, "text": "3.1 Exclusivity Period. During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 1.1568738158087958e-05 }, { "score": 0.4375983476638794, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 1.1212003530107864e-05 }, { "score": 0.4137077331542969, "text": "During the Term (the \"Exclusivity Period\"),", "probability": 1.0947316236263854e-05 }, { "score": 0.37705767154693604, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.\n\n7. REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n 7.1 Representations and Warranties.\n\n (a) Smith represents and warrants that:", "probability": 1.0553359782675605e-05 }, { "score": 0.2423872947692871, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will", "probability": 9.223678201394886e-06 }, { "score": 0.09183263778686523, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will", "probability": 7.934491258213715e-06 }, { "score": 0.02669227123260498, "text": "3.1 Exclusivity Period. During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 7.434110022876901e-06 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.258962631225586, "probability": 0.39683622165752 }, { "score": 11.896951675415039, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.2763070368769485 }, { "score": 11.537121772766113, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.1928056713007671 }, { "score": 10.312934875488281, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.\n\n c. This one-time option would cease all future royalties.", "probability": 0.05668422197292514 }, { "score": 9.760492324829102, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement", "probability": 0.03262416753886549 }, { "score": 8.867993354797363, "text": "This one-time option would cease all future royalties.", "probability": 0.013363864419446064 }, { "score": 8.579835891723633, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect", "probability": 0.010018134655110273 }, { "score": 7.989279747009277, "text": "This one-time option would cease all future royalties.", "probability": 0.005550237787568041 }, { "score": 7.835384845733643, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect", "probability": 0.004758563657932861 }, { "score": 7.705732345581055, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.\n\nAll payments due under this Agreement shall be made in the form of a check drawn to the order of \"Rick Smith\" and delivered to Smith's agent at the following address: Gaylord Sports Management, l4646 N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254, Attn: Steve Loy. Payments shall be made 15 days from the end of each", "probability": 0.004179925276824772 }, { "score": 6.660690784454346, "text": "Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted.\n\n a. TDA stock conversion price based on the previous six month average daily price\n\n b. Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.0014699844299921286 }, { "score": 6.443342685699463, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.\n\n c. This one-time option would cease all future royalties", "probability": 0.0011828227113280815 }, { "score": 6.098228931427002, "text": "Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted.\n\n a. TDA stock conversion price based on the previous six month average daily price\n\n b. Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.000837603832272448 }, { "score": 5.901535511016846, "text": "3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted.\n\n a. TDA stock conversion price based on the previous six month average daily price\n\n b. Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.0006880433291989299 }, { "score": 5.845303058624268, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.0006504206855275598 }, { "score": 5.831520080566406, "text": "if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.0006415174489930207 }, { "score": 5.4776835441589355, "text": "b. Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.0004503386465266337 }, { "score": 5.320855140686035, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.0003849723232749784 }, { "score": 5.028521537780762, "text": "TDA stock conversion price based on the previous six month average daily price\n\n b. Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.0002873893283337541 }, { "score": 4.998401165008545, "text": "This one-time option would cease all future royalties", "probability": 0.0002788621206440873 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Change Of Control": [ { "score": 12.597312927246094, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 0.21281399594791034 }, { "score": 12.315299987792969, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.16051791981630323 }, { "text": "", "score": 12.30211353302002, "probability": 0.15841515202207673 }, { "score": 12.19005012512207, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 0.14162117678055475 }, { "score": 12.186851501464844, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products;", "probability": 0.14116890763913215 }, { "score": 11.225302696228027, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products;", "probability": 0.053968918348848635 }, { "score": 11.139296531677246, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.04952126286481423 }, { "score": 10.659834861755371, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA:", "probability": 0.030659435456553856 }, { "score": 10.100358963012695, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA:", "probability": 0.017522128388703415 }, { "score": 9.077007293701172, "text": "(ii) to", "probability": 0.006297249131156137 }, { "score": 9.042431831359863, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii)", "probability": 0.006083239884865242 }, { "score": 8.79499340057373, "text": "(ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.004749783314776619 }, { "score": 8.715291976928711, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii)", "probability": 0.004385911953791393 }, { "score": 8.582565307617188, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder", "probability": 0.0038407624673984626 }, { "score": 8.094059944152832, "text": "(ii) to", "probability": 0.0023564718995217624 }, { "score": 7.6898040771484375, "text": "(i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 0.0015728821105261898 }, { "score": 7.471200942993164, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or", "probability": 0.0012640319110422131 }, { "score": 7.406561374664307, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder", "probability": 0.0011849101787071029 }, { "score": 7.316893577575684, "text": "or (ii) to", "probability": 0.0010832861751185056 }, { "score": 7.209084987640381, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or", "probability": 0.0009725737081990025 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Anti-Assignment": [ { "score": 12.478803634643555, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 0.21934105495536957 }, { "score": 12.283442497253418, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.18041625512995224 }, { "text": "", "score": 12.180063247680664, "probability": 0.1626966558681978 }, { "score": 11.739974021911621, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 0.10477322307907054 }, { "score": 11.544612884521484, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.08617991077715588 }, { "score": 11.429222106933594, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.07678784192023429 }, { "score": 10.80282974243164, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA:", "probability": 0.041044381415017935 }, { "score": 10.578303337097168, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval.", "probability": 0.03279012980269435 }, { "score": 10.431561470031738, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval.", "probability": 0.028314829624163776 }, { "score": 10.064000129699707, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA:", "probability": 0.01960577845772259 }, { "score": 9.529413223266602, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products;", "probability": 0.011487246679782133 }, { "score": 9.033602714538574, "text": "(ii) to", "probability": 0.006996618262017641 }, { "score": 8.869311332702637, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder", "probability": 0.005936593862367094 }, { "score": 8.838241577148438, "text": "(ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.005754981280927572 }, { "score": 8.790583610534668, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products;", "probability": 0.005487143568220822 }, { "score": 8.130481719970703, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder", "probability": 0.00283574852504557 }, { "score": 8.111310958862305, "text": "or (ii) to", "probability": 0.0027819028479098675 }, { "score": 8.015090942382812, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder", "probability": 0.002526702656142191 }, { "score": 7.915949821472168, "text": "or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.0022882195677292223 }, { "score": 7.758454322814941, "text": "\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.0019547817202790587 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Revenue/Profit Sharing": [ { "score": 12.330438613891602, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.09511987142155787 }, { "score": 12.309602737426758, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.", "probability": 0.09315847024625004 }, { "score": 12.303537368774414, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.09259513991121035 }, { "score": 12.170040130615234, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.08102351468987597 }, { "text": "", "score": 12.157526016235352, "probability": 0.08001589504300184 }, { "score": 12.092738151550293, "text": "Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.07499619945286126 }, { "score": 11.909097671508789, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.", "probability": 0.06241445868616333 }, { "score": 11.793111801147461, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.\n\n b. Par Value is $.0001 per share.\n\n 2) 33% royalty of net TDA net sales price.\n\n a. Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.05557931434563342 }, { "score": 11.64758014678955, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.04805179220777397 }, { "score": 11.528436660766602, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.04265463517957884 }, { "score": 11.513675689697266, "text": "33% royalty of net TDA net sales price.\n\n a. Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.04202963549306168 }, { "score": 11.250608444213867, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.03230776910763277 }, { "score": 11.176265716552734, "text": "As of the date of this agreement, Company has sold stock at $2.50/share.\n\n b. Par Value is $.0001 per share.\n\n 2) 33% royalty of net TDA net sales price.\n\n a. Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.0299930294588562 }, { "score": 11.16511058807373, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.", "probability": 0.029660312561815796 }, { "score": 11.12540054321289, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.\n\n b. Par Value is $.0001 per share.\n\n 2) 33% royalty of net TDA net sales price.", "probability": 0.028505579212363987 }, { "score": 10.999090194702148, "text": "As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.025123143709537377 }, { "score": 10.901344299316406, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.\n\n b. Par Value is $.0001 per share.", "probability": 0.02278365940058913 }, { "score": 10.870613098144531, "text": "2) 33% royalty of net TDA net sales price.\n\n a. Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.022094139334806442 }, { "score": 10.845966339111328, "text": "33% royalty of net TDA net sales price.", "probability": 0.021556246295526705 }, { "score": 10.787752151489258, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.020337194241902903 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Price Restrictions": [ { "score": 12.878400802612305, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.2685655005945516 }, { "text": "", "score": 12.108556747436523, "probability": 0.12436872962033345 }, { "score": 11.532344818115234, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.06989812674242239 }, { "score": 11.496896743774414, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.06746377420919955 }, { "score": 11.371522903442383, "text": "As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.05951431876432012 }, { "score": 11.284528732299805, "text": "Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.05455573087011259 }, { "score": 11.176231384277344, "text": "TDA stock conversion price based on the previous six month average daily price\n\n b. Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.0489561703875277 }, { "score": 11.15695571899414, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.048021544341285256 }, { "score": 11.057235717773438, "text": "As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.043463858315530395 }, { "score": 10.60342025756836, "text": "As of the date of this agreement, Company has sold stock at $2.50/share.\n\n b. Par Value is $.0001 per share.\n\n 2) 33% royalty of net TDA net sales price.\n\n a. Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.02760824028537171 }, { "score": 10.55642318725586, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.02634075129597671 }, { "score": 10.469152450561523, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.024139427081329937 }, { "score": 10.28345775604248, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement", "probability": 0.020048448870667653 }, { "score": 10.283447265625, "text": "TDA stock conversion price based on the previous six month average daily price\n\n b. Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.020048238555172314 }, { "score": 10.228699684143066, "text": "33% royalty of net TDA net sales price.\n\n a. Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.01898015037191827 }, { "score": 10.181891441345215, "text": "As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.01811219508509281 }, { "score": 10.151981353759766, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.017578479275551142 }, { "score": 9.99246883392334, "text": "2) 33% royalty of net TDA net sales price.\n\n a. Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.014986695870679915 }, { "score": 9.961129188537598, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.", "probability": 0.014524301617868664 }, { "score": 9.836727142333984, "text": "If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 0.012825317845087662 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Minimum Commitment": [ { "score": 12.938968658447266, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.37956804127959937 }, { "text": "", "score": 12.280065536499023, "probability": 0.1963955525341683 }, { "score": 12.00210952758789, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.14873627062025968 }, { "score": 11.4260835647583, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.08360880010672042 }, { "score": 11.246448516845703, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement", "probability": 0.06986143156440447 }, { "score": 10.899401664733887, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.04937611863980952 }, { "score": 10.113617897033691, "text": "The examination may be conducted not more than", "probability": 0.02250377586291975 }, { "score": 9.7358980178833, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect", "probability": 0.015424593746616588 }, { "score": 8.89270305633545, "text": "once a year.", "probability": 0.006637718271100894 }, { "score": 8.881627082824707, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect", "probability": 0.006564604728633695 }, { "score": 8.56794261932373, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year", "probability": 0.004797082082316531 }, { "score": 8.293268203735352, "text": "Option is limited to 25,000 shares of TDA common stock and", "probability": 0.0036449163573281334 }, { "score": 7.786304473876953, "text": "The examination may be conducted not more than\n\n", "probability": 0.0021954119119055844 }, { "score": 7.76467752456665, "text": "Option is limited to 50% of TDA outstanding stock and if the", "probability": 0.0021484415928774417 }, { "score": 7.677467346191406, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.0019690133119840306 }, { "score": 7.659679412841797, "text": "Option is limited to 25,000 shares of TDA common stock", "probability": 0.001934298303895823 }, { "score": 7.257022857666016, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.001293159012706292 }, { "score": 7.197193145751953, "text": "The examination may be conducted not more than", "probability": 0.0012180586976761453 }, { "score": 7.0737457275390625, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.\n\nAll payments due under this Agreement shall be made in the form of a check drawn to the order of \"Rick Smith\" and delivered to Smith's agent at the following address: Gaylord Sports Management, l4646 N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254, Attn: Steve Loy. Payments shall be made 15 days from the end of each", "probability": 0.0010766032455461199 }, { "score": 7.045011520385742, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.", "probability": 0.0010461081295310478 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.121935844421387, "probability": 0.29903798116322783 }, { "score": 11.803813934326172, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.21755434524857237 }, { "score": 10.904821395874023, "text": "Handheld products 33% or $1 per subscription whichever is greater\n\n 3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted.\n\n a. TDA stock conversion price based on the previous six month average daily price\n\n b. Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.08854015200328351 }, { "score": 10.832273483276367, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement", "probability": 0.08234421716248531 }, { "score": 10.445005416870117, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.05590423653715876 }, { "score": 10.410820960998535, "text": "Handheld products 33% or $1 per subscription whichever is greater", "probability": 0.05402547578997109 }, { "score": 10.181255340576172, "text": "The examination may be conducted not more than", "probability": 0.042943705724273785 }, { "score": 10.049906730651855, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.03765785177017166 }, { "score": 9.64133071899414, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement", "probability": 0.025027255905140208 }, { "score": 9.379365921020508, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.01925942727108969 }, { "score": 8.85009479522705, "text": "If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 0.011344460276721669 }, { "score": 8.787758827209473, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.010658882428747378 }, { "score": 8.780169486999512, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.01057829473426044 }, { "score": 8.73769760131836, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 0.010138421845603282 }, { "score": 8.582403182983398, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 0.008680142374997157 }, { "score": 8.457923889160156, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.00766418851139174 }, { "score": 8.179374694824219, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year", "probability": 0.0058008789143459034 }, { "score": 7.963230133056641, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.004673297294230846 }, { "score": 7.845587730407715, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect", "probability": 0.0041546262758219085 }, { "score": 7.810694694519043, "text": "once a year.", "probability": 0.004012158768505437 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.308378219604492, "probability": 0.5071353819662021 }, { "score": 10.380073547363281, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 0.0737346856371345 }, { "score": 10.316277503967285, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval.", "probability": 0.06917761155844782 }, { "score": 10.290818214416504, "text": "All right, title and interest in and to the Results and Proceeds and to the Advertising Materials (as defined below) shall be and remain the absolute property of TDA forever (but which may only be used during the Term and, subject to the limitations and conditions set forth in this Agreement, thereafter).", "probability": 0.06743862927158277 }, { "score": 10.239036560058594, "text": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever (it being understood that after the Term TDA may continue to manufacture, promote, sell and/or distribute its other golf instruction related interactive entertainment sports products which are separate and distinct from the Golf Instruction Related Products incorporating Smith's Likeness on the packaging without being subject to any of the limitations or restriction herein, provided that the Rights are not (directly or indirectly) utilized by or incorporated in such other golf instruction related interactive sports products. All right, title and interest in and to the Results and Proceeds and to the Advertising Materials (as defined below) shall be and remain the absolute property of TDA forever (but which may only be used during the Term and, subject to the limitations and conditions set forth in this Agreement, thereafter).", "probability": 0.06403541783592587 }, { "score": 10.147761344909668, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 0.05844938223981739 }, { "score": 9.750978469848633, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.039306041852536534 }, { "score": 9.570074081420898, "text": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever (it being understood that after the Term TDA may continue to manufacture, promote, sell and/or distribute its other golf instruction related interactive entertainment sports products which are separate and distinct from the Golf Instruction Related Products incorporating Smith's Likeness on the packaging without being subject to any of the limitations or restriction herein, provided that the Rights are not (directly or indirectly) utilized by or incorporated in such other golf instruction related interactive sports products.", "probability": 0.03280148718397154 }, { "score": 9.51866626739502, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.031157844435375698 }, { "score": 9.37665843963623, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.02703299652980892 }, { "score": 8.020811080932617, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA:", "probability": 0.006967182111404595 }, { "score": 7.788498878479004, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA:", "probability": 0.005522875521134871 }, { "score": 7.688144683837891, "text": "All rights not herein specifically granted to TDA shall remain the property of Smith to be used in any manner Smith deems appropriate.", "probability": 0.0049955347216582595 }, { "score": 7.365866184234619, "text": "All rights not herein specifically granted to TDA shall remain the property of Smith to be used in any manner Smith deems appropriate.", "probability": 0.0036192468733264762 }, { "score": 6.8311004638671875, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products;", "probability": 0.00212017840359674 }, { "score": 6.678124904632568, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.0018194325714501853 }, { "score": 6.598787784576416, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products;", "probability": 0.0016806616555897793 }, { "score": 6.481360912322998, "text": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever (it being understood that after the Term TDA may continue to manufacture, promote, sell and/or distribute its other golf instruction related interactive entertainment sports products which are separate and distinct from the Golf Instruction Related Products incorporating Smith's Likeness on the packaging without being subject to any of the limitations or restriction herein, provided that the Rights are not (directly or indirectly) utilized by or incorporated in such other golf instruction related interactive sports products", "probability": 0.0014944536465554498 }, { "score": 5.868943691253662, "text": "(ii) to", "probability": 0.000810052243837916 }, { "score": 5.724215507507324, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder", "probability": 0.000700903740642668 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.218076705932617, "probability": 0.9995067215097057 }, { "score": 3.7811028957366943, "text": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever", "probability": 0.00021659805342656317 }, { "score": 3.0752968788146973, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 0.00010693672780729187 }, { "score": 1.8864201307296753, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 3.256898914975022e-05 }, { "score": 1.8019217252731323, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 2.993002559758446e-05 }, { "score": 1.195500135421753, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA:", "probability": 1.6320803579459887e-05 }, { "score": 1.1042873859405518, "text": "All right, title and interest in and to TDA's Golf Instruction Related Products", "probability": 1.4898012842468461e-05 }, { "score": 1.051896333694458, "text": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever (it being understood that after the Term TDA may continue to manufacture, promote, sell and/or distribute its other golf instruction related interactive entertainment sports products which are separate and distinct from the Golf Instruction Related Products incorporating Smith's Likeness on the packaging without being subject", "probability": 1.4137584034846498e-05 }, { "score": 0.4560030698776245, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 7.790799776743108e-06 }, { "score": 0.3789365291595459, "text": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA", "probability": 7.212942494424547e-06 }, { "score": 0.34511590003967285, "text": "OWNERSHIP OF PROPRIETARY RIGHTS\n\n 8.1 All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever", "probability": 6.973075334190778e-06 }, { "score": 0.33164817094802856, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 6.879793402496881e-06 }, { "score": 0.2400827407836914, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 6.2778225498370555e-06 }, { "score": 0.17347264289855957, "text": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever (", "probability": 5.873279081005645e-06 }, { "score": -0.17565345764160156, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 4.142448317992487e-06 }, { "score": -0.24693846702575684, "text": "(ii) to", "probability": 3.857433186975797e-06 }, { "score": -0.27886688709259033, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 3.7362168600985617e-06 }, { "score": -0.42334699630737305, "text": "All", "probability": 3.233591553411011e-06 }, { "score": -0.4436874985694885, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 3.1684830913086863e-06 }, { "score": -0.5881040096282959, "text": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 2.742408207439262e-06 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__License Grant": [ { "text": "", "score": 11.91028118133545, "probability": 0.4216893535958462 }, { "score": 10.314560890197754, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";\n\n (b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;\n\n (c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;", "probability": 0.08550275715952396 }, { "score": 10.17676830291748, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.07449678988180378 }, { "score": 9.762198448181152, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.04921439592919107 }, { "score": 9.744721412658691, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products. TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 0.04836174677622117 }, { "score": 9.709684371948242, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";", "probability": 0.04669663491822849 }, { "score": 9.67725658416748, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.04520665528745972 }, { "score": 9.398188591003418, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.03419831328527252 }, { "score": 9.28211498260498, "text": "TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 0.030450509163393407 }, { "score": 9.127532958984375, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.\n\n 2.2 Limitations of License\n\n (a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.026089180592251356 }, { "score": 9.032735824584961, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";\n\n (b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;", "probability": 0.02372960814599896 }, { "score": 8.830212593078613, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 0.01937919999695008 }, { "score": 8.712963104248047, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.\n\n 2.2 Limitations of License\n\n (a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.01723514885906299 }, { "score": 8.633708000183105, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;", "probability": 0.015921903389124678 }, { "score": 8.556761741638184, "text": "(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.014742721072086466 }, { "score": 8.516617774963379, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products. TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.\n\n (b) TDA shall not utilize Smith's Likeness in a manner that would constitute an endorsement of any product or service other than TDA's Golf Instruction Related Products.", "probability": 0.014162611619550632 }, { "score": 8.227585792541504, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";\n\n (b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;\n\n (c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed", "probability": 0.010607629700307722 }, { "score": 8.054011344909668, "text": "TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.\n\n (b) TDA shall not utilize Smith's Likeness in a manner that would constitute an endorsement of any product or service other than TDA's Golf Instruction Related Products.", "probability": 0.008917352321747663 }, { "score": 7.811443328857422, "text": "(b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;\n\n (c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;", "probability": 0.006996647190757216 }, { "score": 7.722441673278809, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products. TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 0.006400841115221934 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.024736404418945, "probability": 0.722471991082816 }, { "score": 9.906058311462402, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.08683420054962306 }, { "score": 9.170734405517578, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.041623988748134756 }, { "score": 8.559656143188477, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to", "probability": 0.022592057158430035 }, { "score": 8.357242584228516, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products. TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 0.018452222655755083 }, { "score": 8.169245719909668, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.01528983101765051 }, { "score": 7.957819938659668, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.012376038038161225 }, { "score": 7.937572956085205, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.\n\n 2.2 Limitations of License\n\n (a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.01212798029606678 }, { "score": 7.700226783752441, "text": "TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 0.009565558889798976 }, { "score": 7.635175704956055, "text": "(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.008963116167772595 }, { "score": 7.571712493896484, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.008411962013216914 }, { "score": 7.354266166687012, "text": "the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.006768018899882303 }, { "score": 7.240789413452148, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.006041979328156979 }, { "score": 7.202249526977539, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.\n\n 2.2 Limitations of License\n\n (a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.0058135521822091805 }, { "score": 7.062643051147461, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";", "probability": 0.005056048752470929 }, { "score": 7.005391597747803, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 0.004774712897259275 }, { "score": 6.803790092468262, "text": "and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.003902948685327114 }, { "score": 6.769631385803223, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";\n\n (b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;\n\n (c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;", "probability": 0.0037718803132489576 }, { "score": 6.6978044509887695, "text": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA:", "probability": 0.0035104586523894135 }, { "score": 5.943713665008545, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";\n\n (b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;", "probability": 0.0016514536716300565 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.190561294555664, "probability": 0.6735197395631854 }, { "score": 10.054035186767578, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.0795186190845906 }, { "score": 9.583235740661621, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.04965960125042939 }, { "score": 9.423185348510742, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.04231498837108609 }, { "score": 9.146270751953125, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.032079806838828 }, { "score": 8.706460952758789, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.020664494015168344 }, { "score": 8.696852684020996, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.020466894816615986 }, { "score": 8.394315719604492, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products. TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 0.015123831268058923 }, { "score": 8.28606128692627, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 0.013572114681140335 }, { "score": 8.283347129821777, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";", "probability": 0.013535327774959931 }, { "score": 7.863799571990967, "text": "(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.008897368703962545 }, { "score": 7.535927772521973, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products;", "probability": 0.006410157119890084 }, { "score": 7.416569232940674, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";\n\n (b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;", "probability": 0.005688947416620789 }, { "score": 7.1306891441345215, "text": "TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 0.00427440603659669 }, { "score": 6.732677459716797, "text": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever (it being understood that after the Term TDA may continue to manufacture, promote, sell and/or distribute its other golf instruction related interactive entertainment sports products which are separate and distinct from the Golf Instruction Related Products incorporating Smith's Likeness on the packaging without being subject to any of the limitations or restriction herein, provided that the Rights are not (directly or indirectly) utilized by or incorporated in such other golf instruction related interactive sports products.", "probability": 0.0028709226803354374 }, { "score": 6.615791320800781, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service", "probability": 0.0025542211169722576 }, { "score": 6.605842113494873, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products. TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.\n\n (b) TDA shall not utilize Smith's Likeness in a manner that would constitute an endorsement of any product or service other than TDA's Golf Instruction Related Products.", "probability": 0.0025289346403584226 }, { "score": 6.493439197540283, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 0.0022600686915960184 }, { "score": 6.484158992767334, "text": "Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.\n\n 2.2 Limitations of License\n\n (a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.0022391918120258105 }, { "score": 6.277080535888672, "text": "TDA understands that Smith has reserved the right to authorize others to use Smith's Likeness within the Contract Territory and during the Term in connection with all tangible and intangible items and services other than TDA's Golf Instruction Related Products as specifically set forth herein.", "probability": 0.00182036411757881 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.24576187133789, "probability": 0.9540910284691583 }, { "score": 7.941818714141846, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.012894694238023575 }, { "score": 7.568331718444824, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.008875804078801073 }, { "score": 7.118407249450684, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.005659890029965702 }, { "score": 7.063720226287842, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.\n\n 2.2 Limitations of License\n\n (a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.005358678732307548 }, { "score": 6.529916286468506, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.003142169546504864 }, { "score": 6.2026543617248535, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.0022651739949925477 }, { "score": 6.04563570022583, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 0.0019360172781267432 }, { "score": 5.762549877166748, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";", "probability": 0.0014587021330552024 }, { "score": 5.529626846313477, "text": "with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.001155605049918907 }, { "score": 4.711124420166016, "text": "(b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;\n\n (c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.0005097278278531083 }, { "score": 4.651528358459473, "text": "with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.\n\n 2.2 Limitations of License\n\n (a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.0004802375372102505 }, { "score": 4.590935707092285, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.\n\n 2.2 Limitations of License\n\n (a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products. TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 0.00045200272081457964 }, { "score": 4.481561660766602, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";\n\n (b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;", "probability": 0.0004051730067244205 }, { "score": 4.064404010772705, "text": "(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.0002669753956407461 }, { "score": 4.048399925231934, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.0002627367072089047 }, { "score": 3.9786434173583984, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.00024503373858684394 }, { "score": 3.740201473236084, "text": "and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.00019305091558985597 }, { "score": 3.729869842529297, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products. TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 0.0001910666528079333 }, { "score": 3.5285892486572266, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products", "probability": 0.00015623194670925147 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.83891487121582, "probability": 0.6582808359627877 }, { "score": 10.870254516601562, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "probability": 0.24987762250469198 }, { "score": 8.56458854675293, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect.", "probability": 0.024910896499859315 }, { "score": 7.987055778503418, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement", "probability": 0.013982024634123843 }, { "score": 7.7685933113098145, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";", "probability": 0.01123810327825799 }, { "score": 7.359177589416504, "text": "Option is limited to 25,000 shares of TDA common stock and", "probability": 0.007462528970437263 }, { "score": 7.198572158813477, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.006355298854730026 }, { "score": 7.190993785858154, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 0.006307318067551091 }, { "score": 6.89267110824585, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect", "probability": 0.004680420141271896 }, { "score": 6.8420915603637695, "text": "(b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;\n\n (c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.004449573868895388 }, { "score": 6.697242736816406, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.0038495625106547355 }, { "score": 6.1423211097717285, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";\n\n (b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;", "probability": 0.002210100260410166 }, { "score": 5.8124003410339355, "text": "Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect", "probability": 0.0015890194255002257 }, { "score": 5.529053688049316, "text": "Option is limited to 50% of TDA outstanding stock and if the", "probability": 0.0011969425847628903 }, { "score": 4.9498610496521, "text": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.\n\n c. This one-time option would cease all future royalties.", "probability": 0.0006707074830140598 }, { "score": 4.911000728607178, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.\n\n 2.2 Limitations of License\n\n (a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.0006451435040959245 }, { "score": 4.86893892288208, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.0006185703778380192 }, { "score": 4.814413547515869, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.0005857456189229404 }, { "score": 4.763617992401123, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.0005567353780864356 }, { "score": 4.719768047332764, "text": "Option is limited to 50% of TDA outstanding stock and", "probability": 0.0005328500741078577 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.144179344177246, "probability": 0.9962399884106664 }, { "score": 5.858973979949951, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 0.0018566667618792115 }, { "score": 4.205145835876465, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.00035521027975863955 }, { "score": 4.190896511077881, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products. TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 0.00035018466396096544 }, { "score": 4.075068473815918, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.00031188439471932706 }, { "score": 3.706951141357422, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 0.00021583522232282134 }, { "score": 3.609964370727539, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";\n\n (b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;\n\n (c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;", "probability": 0.00019588514377411268 }, { "score": 2.887327194213867, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 9.509641862494908e-05 }, { "score": 2.4605422019958496, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";", "probability": 6.206028911092721e-05 }, { "score": 2.2682785987854004, "text": "TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "probability": 5.120528320758412e-05 }, { "score": 2.2358312606811523, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being limited to the world (the \"Contract Territory\")\";\n\n (b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;", "probability": 4.957047410131584e-05 }, { "score": 1.9111952781677246, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 3.582906350330548e-05 }, { "score": 1.7663992643356323, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;", "probability": 3.099926144728896e-05 }, { "score": 1.7409528493881226, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 3.0220393108192176e-05 }, { "score": 1.7063982486724854, "text": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 2.919397534710234e-05 }, { "score": 1.4290590286254883, "text": "(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 2.2123118422133148e-05 }, { "score": 1.2810393571853638, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 1.9079290365985608e-05 }, { "score": 1.1811103820800781, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 1.7264882025599272e-05 }, { "score": 1.1499706506729126, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 1.6735542751532257e-05 }, { "score": 1.038292407989502, "text": "(a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "probability": 1.4967130902361568e-05 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.331893920898438, "probability": 0.999791248076884 }, { "score": 2.869185447692871, "text": "once a year.", "probability": 7.76796494356745e-05 }, { "score": 2.580946445465088, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 5.822729952799259e-05 }, { "score": 1.5207383632659912, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 2.016898899704682e-05 }, { "score": 1.4565846920013428, "text": "The examination may be conducted not more than", "probability": 1.8915705490968387e-05 }, { "score": 0.8521037101745605, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 1.033474555948173e-05 }, { "score": -0.36186277866363525, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 3.069593322819234e-06 }, { "score": -0.3818798065185547, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 3.0087600694525436e-06 }, { "score": -0.5832512378692627, "text": "once a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 2.4599883778496327e-06 }, { "score": -0.6244888305664062, "text": "once a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.", "probability": 2.3606075746387866e-06 }, { "score": -0.7301024198532104, "text": "TDA represents and warrants that:", "probability": 2.1240092184308536e-06 }, { "score": -0.8714902400970459, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 1.8439640388831191e-06 }, { "score": -0.9127278327941895, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.", "probability": 1.7694699360141005e-06 }, { "score": -1.0301644802093506, "text": "commissions or fees to any person, firm or entity on account of this Agreement, other than advances, compensation, royalties and expenses expressly payable to Smith by TDA under this Agreement;\n\n (ii) Smith will perform the Services in a professional and workmanlike manner, to the extent of Smith's professional abilities.\n\n (b) TDA represents and warrants that:", "probability": 1.5734070806756895e-06 }, { "score": -1.319396734237671, "text": "once a year", "probability": 1.1782274276463322e-06 }, { "score": -1.607635736465454, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year", "probability": 8.831785653006853e-07 }, { "score": -1.6648364067077637, "text": "(b) TDA represents and warrants that:", "probability": 8.34077843577012e-07 }, { "score": -1.7091960906982422, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.\n\n 10.7 Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, such provision will be enforced to the extent permissible and the remaining provisions of this Agreement will not be affected.\n\n 10.8 Attorney's Fees. In any suit, arbitration or other proceeding under this Agreement, the prevailing party will be entitled to recover its reasonable fees and expenses of attorneys and other professionals, including all fees and expenses of appeal and enforcement.\n\n 10.9 Liability. In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.\n\n 10.10 Applicable Law and Disputes.", "probability": 7.978870544333775e-07 }, { "score": -1.7116978168487549, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder", "probability": 7.958934542847264e-07 }, { "score": -1.802965760231018, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 7.264701408038072e-07 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Post-Termination Services": [ { "score": 12.952905654907227, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.4658168823261353 }, { "text": "", "score": 12.375094413757324, "probability": 0.2613815871558219 }, { "score": 12.280162811279297, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.23770959911936607 }, { "score": 8.819097518920898, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term", "probability": 0.0074632014020773975 }, { "score": 8.667783737182617, "text": "TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.006415203260725611 }, { "score": 8.539987564086914, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts", "probability": 0.0056455888724858015 }, { "score": 8.477542877197266, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts);", "probability": 0.005303833297490539 }, { "score": 7.987102508544922, "text": "provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.0032478377075186144 }, { "score": 7.4810919761657715, "text": "Post-Term Sales. Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.001958108432473538 }, { "score": 7.046794414520264, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (", "probability": 0.0012683049958919393 }, { "score": 6.370560646057129, "text": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.\n\n7. REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n 7.1 Representations and Warranties.\n\n (a) Smith represents and warrants that:", "probability": 0.0006449693979609315 }, { "score": 6.288967609405518, "text": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever (it being understood that after the Term TDA may continue to manufacture, promote, sell and/or distribute its other golf instruction related interactive entertainment sports products which are separate and distinct from the Golf Instruction Related Products incorporating Smith's Likeness on the packaging without being subject to any of the limitations or restriction herein, provided that the Rights are not (directly or indirectly) utilized by or incorporated in such other golf instruction related interactive sports products.", "probability": 0.0005944340842258231 }, { "score": 6.16256856918335, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.\n\n6. TERM\n\n 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).\n\n 6.2 Post-Term Sales. Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term", "probability": 0.000523852834023414 }, { "score": 6.033295154571533, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.00046032712551394945 }, { "score": 5.882012367248535, "text": "6.2 Post-Term Sales. Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.0003956993049331574 }, { "score": 5.756571292877197, "text": "but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.0003490494202466059 }, { "score": 5.460831642150879, "text": "TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.0002596861708428948 }, { "score": 5.392607688903809, "text": "however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.0002425601967262049 }, { "score": 5.119478702545166, "text": "Upon", "probability": 0.0001845870055528736 }, { "score": 4.804317951202393, "text": "); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "probability": 0.00013468788998762917 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Audit Rights": [ { "score": 12.739240646362305, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.1279572368912833 }, { "score": 12.567291259765625, "text": "Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours.", "probability": 0.10774278160950812 }, { "score": 12.511641502380371, "text": "Smith shall have the right to engage an independent accounting firm to examine the Licensee's sales information and all other books and records necessary to establish the accuracy and timeliness of the royalty statements required hereunder.", "probability": 0.10191070384290886 }, { "score": 12.473052978515625, "text": "Smith shall have the right to engage an independent accounting firm to examine the Licensee's sales information and all other books and records necessary to establish the accuracy and timeliness of the royalty statements required hereunder. Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours.", "probability": 0.0980530298726361 }, { "text": "", "score": 12.233460426330566, "probability": 0.07716267852040286 }, { "score": 12.102147102355957, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.06766726801849335 }, { "score": 11.904799461364746, "text": "Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours. The information provided to Smith by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.055548412416471155 }, { "score": 11.825752258300781, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.\n\n 5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.051326527985794956 }, { "score": 11.810561180114746, "text": "Smith shall have the right to engage an independent accounting firm to examine the Licensee's sales information and all other books and records necessary to establish the accuracy and timeliness of the royalty statements required hereunder. Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours. The information provided to Smith by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.05055271509315753 }, { "score": 11.754754066467285, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.04780879132016528 }, { "score": 11.537115097045898, "text": "The examination may be conducted not more than", "probability": 0.03845814749704046 }, { "score": 11.392419815063477, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.03327729358281946 }, { "score": 11.345405578613281, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.", "probability": 0.031748994437087515 }, { "score": 11.306260108947754, "text": "Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.\n\n 5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.03053017637696026 }, { "score": 10.825913429260254, "text": "Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.", "probability": 0.018885017903873695 }, { "score": 10.604100227355957, "text": "Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours. The information provided to Smith by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than", "probability": 0.015128126636274348 }, { "score": 10.559184074401855, "text": "Smith shall have the right to engage an independent accounting firm to examine the Licensee's sales information and all other books and records necessary to establish the accuracy and timeliness of the royalty statements required hereunder", "probability": 0.014463663653760034 }, { "score": 10.509861946105957, "text": "Smith shall have the right to engage an independent accounting firm to examine the Licensee's sales information and all other books and records necessary to establish the accuracy and timeliness of the royalty statements required hereunder. Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours. The information provided to Smith by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than", "probability": 0.013767591952097202 }, { "score": 10.091720581054688, "text": "The examination may be conducted not more than", "probability": 0.009062781266528113 }, { "score": 10.078981399536133, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 0.008948061122737683 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Uncapped Liability": [ { "score": 14.36355209350586, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 0.3805260257048406 }, { "score": 14.006500244140625, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 0.2662678412840306 }, { "score": 13.624582290649414, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 0.18174139513931128 }, { "score": 13.054980278015137, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses.", "probability": 0.10282029525249947 }, { "text": "", "score": 12.40022087097168, "probability": 0.05342203766171063 }, { "score": 9.914462089538574, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits", "probability": 0.00444804453691607 }, { "score": 9.841601371765137, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits", "probability": 0.00413548185251784 }, { "score": 9.532543182373047, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits", "probability": 0.0030360145819282075 }, { "score": 8.866143226623535, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses", "probability": 0.0015591576489108634 }, { "score": 7.807542324066162, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages,", "probability": 0.0005409355190002897 }, { "score": 7.425623416900635, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages,", "probability": 0.00036921575535896455 }, { "score": 6.92213249206543, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages,", "probability": 0.00022316027855422049 }, { "score": 6.766796112060547, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or", "probability": 0.00019105357215355953 }, { "score": 6.752171039581299, "text": "Liability. In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 0.0001882797330541604 }, { "score": 6.3848772048950195, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or", "probability": 0.0001304036922682963 }, { "score": 6.18256950378418, "text": "Liability. In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses.", "probability": 0.0001065194143520981 }, { "score": 6.084697723388672, "text": "Under", "probability": 9.65880939441105e-05 }, { "score": 5.758645534515381, "text": "Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 6.971414885517854e-05 }, { "score": 5.7027788162231445, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under", "probability": 6.592624224448144e-05 }, { "score": 5.639922142028809, "text": "Under", "probability": 6.190988754896127e-05 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Cap On Liability": [ { "score": 14.710406303405762, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 0.32010427827111215 }, { "score": 14.388727188110352, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 0.23205344163435768 }, { "score": 14.366203308105469, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 0.22688512157046228 }, { "score": 14.070560455322266, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses.", "probability": 0.1688145819218107 }, { "text": "", "score": 12.203384399414062, "probability": 0.02609189966031461 }, { "score": 11.445874214172363, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses", "probability": 0.012232724821868398 }, { "score": 10.403477668762207, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits", "probability": 0.004313364291354197 }, { "score": 10.389179229736328, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits", "probability": 0.004252128744676446 }, { "score": 10.366654396057129, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits", "probability": 0.004157420895473954 }, { "score": 7.484803676605225, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages,", "probability": 0.00023294432219850134 }, { "score": 7.462278842926025, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages,", "probability": 0.0002277559431384898 }, { "score": 7.070267677307129, "text": "If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 0.00015389390942732373 }, { "score": 6.260810852050781, "text": "Under", "probability": 6.849814330978486e-05 }, { "score": 6.247225761413574, "text": "no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 6.757388212510832e-05 }, { "score": 6.238286018371582, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under", "probability": 6.697248117282447e-05 }, { "score": 6.2251296043396, "text": "Liability. In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 6.609713432077144e-05 }, { "score": 6.061914443969727, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or", "probability": 5.614346175074127e-05 }, { "score": 6.039389610290527, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or", "probability": 5.4892975975621665e-05 }, { "score": 5.963305473327637, "text": "Under", "probability": 5.0871419413688405e-05 }, { "score": 5.933843612670898, "text": "In", "probability": 4.9394515736652286e-05 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.184746742248535, "probability": 0.45755401804393236 }, { "score": 10.872554779052734, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.", "probability": 0.12318693356842796 }, { "score": 10.635051727294922, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.", "probability": 0.09714453635950457 }, { "score": 10.439345359802246, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.\n\n b. Par Value is $.0001 per share.\n\n 2) 33% royalty of net TDA net sales price.", "probability": 0.07987744859197966 }, { "score": 10.409512519836426, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.07752967199683297 }, { "score": 9.698158264160156, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 0.0380654281242671 }, { "score": 9.636909484863281, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 0.03580393102648277 }, { "score": 9.379890441894531, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.\n\n b. Par Value is $.0001 per share.", "probability": 0.027689094896142956 }, { "score": 8.640130996704102, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services", "probability": 0.013214030799499912 }, { "score": 8.411429405212402, "text": "Par Value is $.0001 per share.\n\n 2) 33% royalty of net TDA net sales price.", "probability": 0.01051263232837285 }, { "score": 8.302494049072266, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "probability": 0.009427606594008991 }, { "score": 7.787154674530029, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services", "probability": 0.00563108917311951 }, { "score": 7.6601972579956055, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.", "probability": 0.004959701044925571 }, { "score": 7.512742042541504, "text": "2) 33% royalty of net TDA net sales price.", "probability": 0.004279731398505031 }, { "score": 7.3519744873046875, "text": "Par Value is $.0001 per share.", "probability": 0.003644148370780629 }, { "score": 7.001904487609863, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,\n\n a. As of the date of this agreement, Company has sold stock at $2.50/share.\n\n b. Par Value is $.0001 per share.\n\n 2) 25% royalty of net TDA net sales price.", "probability": 0.002567808201975236 }, { "score": 6.9568586349487305, "text": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses.", "probability": 0.0024547056175533355 }, { "score": 6.934789657592773, "text": "TDA agrees to pay Smith, as a consideration for the Rights and Services.", "probability": 0.0024011261712500276 }, { "score": 6.8563127517700195, "text": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits", "probability": 0.002219897357587281 }, { "score": 6.666691780090332, "text": "33% royalty of net TDA net sales price.", "probability": 0.001836460334851029 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.982980728149414, "probability": 0.800965459139162 }, { "score": 9.378211975097656, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.059207550199617105 }, { "score": 8.668354034423828, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.029113184007072797 }, { "score": 8.602996826171875, "text": "The examination may be conducted not more than", "probability": 0.027271274224069584 }, { "score": 8.391544342041016, "text": "The examination may be conducted not more than", "probability": 0.022073580432568227 }, { "score": 8.132791519165039, "text": "once a year.", "probability": 0.017041109230699524 }, { "score": 7.381746292114258, "text": "once a year.", "probability": 0.008041240705824175 }, { "score": 7.326390743255615, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.\n\n 5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.007608209328085803 }, { "score": 7.190457344055176, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.", "probability": 0.006641211753735719 }, { "score": 6.485537528991699, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year", "probability": 0.0032817428067602283 }, { "score": 6.428625106811523, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 0.0031001862881194497 }, { "score": 6.428253650665283, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 0.003099034918723096 }, { "score": 6.3802618980407715, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year", "probability": 0.002953819249523989 }, { "score": 6.080970287322998, "text": "once a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.\n\n 5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.0021897937977980327 }, { "score": 5.945036888122559, "text": "once a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n 5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.", "probability": 0.0019114726844473935 }, { "score": 5.616180896759033, "text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.0013757760784374304 }, { "score": 5.46292781829834, "text": "Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours. The information provided to Smith by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 0.0011802955982697168 }, { "score": 5.397570610046387, "text": "Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours. The information provided to Smith by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than", "probability": 0.001105621594603183 }, { "score": 5.227813243865967, "text": "Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.\n\n 5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "probability": 0.0009330003898229567 }, { "score": 5.198929786682129, "text": "once a year", "probability": 0.0009064375726596919 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Insurance": [ { "text": "", "score": 12.255107879638672, "probability": 0.9999490447815239 }, { "score": 1.6531153917312622, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 2.4865147235386135e-05 }, { "score": 0.38658463954925537, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 7.007187173271724e-06 }, { "score": 0.3691469430923462, "text": "once a year.", "probability": 6.886057153933065e-06 }, { "score": -0.2175987958908081, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 3.829571534006924e-06 }, { "score": -1.0153019428253174, "text": "TDA represents and warrants that:", "probability": 1.7246942337655072e-06 }, { "score": -1.4140615463256836, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 1.1575320267375195e-06 }, { "score": -1.8456522226333618, "text": "(b) TDA represents and warrants that:", "probability": 7.517883073662493e-07 }, { "score": -1.848383903503418, "text": "Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours. The information provided to Smith by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than\n\n\n\n\n\nonce a year.", "probability": 7.497374640287377e-07 }, { "score": -2.053025007247925, "text": "once a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 6.109908560693979e-07 }, { "score": -2.1559982299804688, "text": "The examination may be conducted not more than", "probability": 5.512060914060881e-07 }, { "score": -2.238558053970337, "text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "probability": 5.075265104140384e-07 }, { "score": -2.328307628631592, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 4.639604781322454e-07 }, { "score": -2.372526168823242, "text": "During", "probability": 4.438917968605139e-07 }, { "score": -2.639770746231079, "text": "The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.", "probability": 3.397928796750489e-07 }, { "score": -2.8571059703826904, "text": "commissions or fees to any person, firm or entity on account of this Agreement, other than advances, compensation, royalties and expenses expressly payable to Smith by TDA under this Agreement;\n\n (ii) Smith will perform the Services in a professional and workmanlike manner, to the extent of Smith's professional abilities.\n\n (b) TDA represents and warrants that:", "probability": 2.7341780059224505e-07 }, { "score": -3.0958032608032227, "text": "3.1 Exclusivity Period. During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 2.1535842648467424e-07 }, { "score": -3.098194122314453, "text": "TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n 1) 25,000 Restricted common shares of TDA,", "probability": 2.14844149339366e-07 }, { "score": -3.1989002227783203, "text": "(ii) Smith will perform the Services in a professional and workmanlike manner, to the extent of Smith's professional abilities.\n\n (b) TDA represents and warrants that:", "probability": 1.9426180857649741e-07 }, { "score": -3.3426408767700195, "text": "Smith agrees that any material submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that TDA will be advised of\n\n\n\n\n\nthe specified grounds therefore. TDA agrees to protect, indemnify and save harmless Smith and Smith's agents, or either of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of, TDA.\n\n3. EXCLUSIVITY\n\n 3.1 Exclusivity Period. During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 1.6825254993154912e-07 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.187566757202148, "probability": 0.9931748933050372 }, { "score": 5.785002708435059, "text": "Notwithstanding anything herein to the contrary, TDA agrees not to remove, airbrush or otherwise alter the trademarks and logos of Smith's equipment manufacturer (currently Mission) from the packaging of TDA's Golf Instruction Related Products and/or the Advertising Materials, provided that, upon TDA's written request, Smith secures for TDA, at no cost to TDA, all necessary written permissions or grants of rights from any such equipment manufacturer or third party.", "probability": 0.0016459911506391965 }, { "score": 5.656461238861084, "text": "TDA has full right to enter into this Agreement and to perform all of its obligations hereunder without, to its knowledge, violating the legal or equitable rights of any person, firm or entity and that Smith shall not be under any obligation for the payment of any commissions or fees to any person, firm or entity related to or connected with TDA on account of this Agreement.", "probability": 0.0014474469152412545 }, { "score": 5.33564567565918, "text": "Any claims arising hereunder or relating hereto shall be prosecuted only in the appropriate court or the State of Arizona or in the applicable United States District Court and neither party shall make any claim or demand in any other jurisdiction forum.", "probability": 0.0010502053255362635 }, { "score": 4.83009147644043, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 0.0006334536125107148 }, { "score": 4.8179779052734375, "text": "TDA represents and warrants that:", "probability": 0.000625826516048041 }, { "score": 4.65192985534668, "text": "TDA represents and warrants that:\n\n (i) TDA has full right to enter into this Agreement and to perform all of its obligations hereunder without, to its knowledge, violating the legal or equitable rights of any person, firm or entity and that Smith shall not be under any obligation for the payment of any commissions or fees to any person, firm or entity related to or connected with TDA on account of this Agreement.", "probability": 0.000530078522828236 }, { "score": 4.51828670501709, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 0.00046376687505678187 }, { "score": 2.9194555282592773, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "probability": 9.374242154825153e-05 }, { "score": 2.7572789192199707, "text": "TDA agrees to protect, indemnify and save harmless Smith and Smith's agents, or either of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of, TDA.\n\n3. EXCLUSIVITY\n\n 3.1 Exclusivity Period. During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not:", "probability": 7.970833944160508e-05 }, { "score": 2.445474147796631, "text": "TDA agrees to protect, indemnify and save harmless Smith and Smith's agents, or either of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of, TDA.\n\n3. EXCLUSIVITY\n\n 3.1 Exclusivity Period. During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "probability": 5.8356423846541945e-05 }, { "score": 2.0279083251953125, "text": "All right, title and interest in and to the Results and Proceeds and to the Advertising Materials (as defined below) shall be and remain the absolute property of TDA forever (but which may only be used during the Term and, subject to the limitations and conditions set forth in this Agreement, thereafter).", "probability": 3.843634981859798e-05 }, { "score": 1.6209828853607178, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above.", "probability": 2.5586840641097428e-05 }, { "score": 1.4907989501953125, "text": "(b) TDA represents and warrants that:", "probability": 2.246355564079936e-05 }, { "score": 1.4729645252227783, "text": "Any claims arising hereunder or relating hereto shall be prosecuted only in the appropriate court or the State of Arizona or in the applicable United States District Court and neither party shall make any claim or demand in any other jurisdiction forum", "probability": 2.206648235456696e-05 }, { "score": 1.3454856872558594, "text": "Smith represents and warrants that:", "probability": 1.9425390203747797e-05 }, { "score": 1.3247504234313965, "text": "(b) TDA represents and warrants that:\n\n (i) TDA has full right to enter into this Agreement and to perform all of its obligations hereunder without, to its knowledge, violating the legal or equitable rights of any person, firm or entity and that Smith shall not be under any obligation for the payment of any commissions or fees to any person, firm or entity related to or connected with TDA on account of this Agreement.", "probability": 1.9026746883186158e-05 }, { "score": 1.223100185394287, "text": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service", "probability": 1.7187725268974353e-05 }, { "score": 1.2162187099456787, "text": "TDA has full right to enter into this Agreement and to perform all of its obligations hereunder", "probability": 1.7069854387451828e-05 }, { "score": 1.1046407222747803, "text": "Notwithstanding anything herein to the contrary, TDA agrees not to remove, airbrush or otherwise alter the trademarks and logos of Smith's equipment manufacturer (currently Mission) from the packaging of TDA's Golf Instruction Related Products and/or the Advertising Materials, provided that, upon TDA's written request, Smith secures for TDA, at no cost to TDA, all necessary written permissions or grants of rights from any such equipment manufacturer or third party.\n\n9. INDEMNITY\n\n 9.1 By TDA.", "probability": 1.5267647067417366e-05 } ], "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.181509017944336, "probability": 0.8710162254018778 }, { "score": 10.12835693359375, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.11177730244156626 }, { "score": 7.471299171447754, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.007841661662542044 }, { "score": 6.665060520172119, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.003501572339175951 }, { "score": 5.820760250091553, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder", "probability": 0.0015051790139919954 }, { "score": 5.68184757232666, "text": "Notwithstanding anything herein to the contrary, TDA agrees not to remove, airbrush or otherwise alter the trademarks and logos of Smith's equipment manufacturer (currently Mission) from the packaging of TDA's Golf Instruction Related Products and/or the Advertising Materials, provided that, upon TDA's written request, Smith secures for TDA, at no cost to TDA, all necessary written permissions or grants of rights from any such equipment manufacturer or third party.", "probability": 0.0013099633497563959 }, { "score": 4.481853485107422, "text": "(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.0003945557116782704 }, { "score": 4.405007362365723, "text": "5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.000365371348141266 }, { "score": 4.292304992675781, "text": "or (ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.0003264288014285137 }, { "score": 4.28438138961792, "text": "(ii) to\n\n 5\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.0003238525293369829 }, { "score": 4.270563125610352, "text": "commissions or fees to any person, firm or entity on account of this Agreement, other than advances, compensation, royalties and expenses expressly payable to Smith by TDA under this Agreement;\n\n (ii) Smith will perform the Services in a professional and workmanlike manner, to the extent of Smith's professional abilities.\n\n (b) TDA represents and warrants that:", "probability": 0.0003194082265791802 }, { "score": 4.058925628662109, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.0002584836635503267 }, { "score": 3.8446755409240723, "text": "(e) with Smith's prior reasonable approval, the right to license to", "probability": 0.0002086341849457728 }, { "score": 3.7890212535858154, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.\n\n 10.7 Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, such provision will be enforced to the extent permissible and the remaining provisions of this Agreement will not be affected.\n\n 10.8 Attorney's Fees. In any suit, arbitration or other proceeding under this Agreement, the prevailing party will be entitled to recover its reasonable fees and expenses of attorneys and other professionals, including all fees and expenses of appeal and enforcement.\n\n 10.9 Liability. In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses.", "probability": 0.00019733999809542555 }, { "score": 3.4702506065368652, "text": "\n\nan affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 0.00014347452204746563 }, { "score": 3.42698073387146, "text": "commissions or fees to any person, firm or entity on account of this Agreement, other than advances, compensation, royalties and expenses expressly payable to Smith by TDA under this Agreement;", "probability": 0.0001373987936711057 }, { "score": 3.300598382949829, "text": "(b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;\n\n (c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;\n\n (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and\n\n (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.", "probability": 0.0001210865100397858 }, { "score": 3.0164997577667236, "text": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof,", "probability": 9.114089665093712e-05 }, { "score": 2.8966856002807617, "text": "in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "probability": 8.084974778474496e-05 }, { "score": 2.887005090713501, "text": "(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.", "probability": 8.007085713959962e-05 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Document Name": [ { "score": 14.148334503173828, "text": "GLOBAL MASTER SUPPLY AGREEMENT", "probability": 0.18395133204117836 }, { "score": 13.743535995483398, "text": "WRITTEN AGREEMENT", "probability": 0.12271599663666166 }, { "score": 13.716411590576172, "text": "GLOBAL MASTER SUPPLY AGREEMENT\n\nThis Global Master Supply Agreement", "probability": 0.11943213597312283 }, { "score": 13.650009155273438, "text": "Global Master Supply Agreement", "probability": 0.11175912380474957 }, { "score": 12.665030479431152, "text": "Global Master Supply Agreement\n\nEMCAP STANDARD TERMS AND CONDITIONS OF SALE AND ACCEPTANCE OF ORDER\n\nACCEPTANCE The acceptance of Buyer's order by Seller is expressly made conditional upon Buyer's assent to these Standard Terms and Conditions of Sale. Terms as specified in Seller's Order Confirmation (if any) and these Standard Terms and Conditions shall constitute the only binding contract terms and conditions between the parties (the \"Agreement\") in the absence of a written agreement as described in the Clause on Written Agreement.\n\nWRITTEN AGREEMENT", "probability": 0.041736130775110264 }, { "score": 12.596977233886719, "text": "Global Supply Master Agreement", "probability": 0.03899034118601943 }, { "score": 12.581757545471191, "text": "Global Supply Master Agreement", "probability": 0.038401413359138326 }, { "score": 12.565286636352539, "text": "Global Supply Master Agreement", "probability": 0.037774087664172756 }, { "score": 12.527677536010742, "text": "ATTACHMENT G\n\nThe West Pharmaceutical Services and ExxonMobil Chemical Company/Affiliates 2019-2023 Global Master Supply Agreement\n\nEMCAP STANDARD TERMS AND CONDITIONS OF SALE AND ACCEPTANCE OF ORDER\n\nACCEPTANCE The acceptance of Buyer's order by Seller is expressly made conditional upon Buyer's assent to these Standard Terms and Conditions of Sale. Terms as specified in Seller's Order Confirmation (if any) and these Standard Terms and Conditions shall constitute the only binding contract terms and conditions between the parties (the \"Agreement\") in the absence of a written agreement as described in the Clause on Written Agreement.\n\nWRITTEN AGREEMENT", "probability": 0.036379821105190786 }, { "score": 12.375289916992188, "text": "Global Supply Master Agreement\n\nNotices\n\nFor all notices, communications, or questions regarding this Contract, the following addresses listed below shall be used; provided, however, that Seller and Buyer can each change any of its address information by providing written notice to the other party.\n\nExxonMobil Chemical Company West Pharmaceutical Services, Inc. 22777 Springwoods Village Pkwy 530 W. Herman O. Drive Spring, TX 77389 Exton, PA 19341-1147\n\nAttn: Gerd Merhof Attn: Oliver Steven ExxonMobil Chemical Central Europe West Pharmaceutical Services Deutschland GmbH & Co. KG Im Mediapark 2 Kiefernweg 5 50670 K\u00f6ln 52249 Eschweiler Germany Germany\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT E\n\nWest Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Supply Master Agreement", "probability": 0.031237729299830114 }, { "score": 12.352140426635742, "text": "Global Master Supply Agreement", "probability": 0.03052289770306169 }, { "score": 12.326089859008789, "text": "Global Master Supply Agreement", "probability": 0.029738026449181523 }, { "score": 12.200763702392578, "text": "Global Master Supply Agreement", "probability": 0.026235158064426056 }, { "score": 12.184435844421387, "text": "Global Master Supply Agreement", "probability": 0.025810272306320516 }, { "score": 12.160799026489258, "text": "Global Supply Master Agreement", "probability": 0.025207353214047854 }, { "score": 12.047082901000977, "text": "ATTACHMENT G\n\nThe West Pharmaceutical Services and ExxonMobil Chemical Company/Affiliates 2019-2023 Global Master Supply Agreement", "probability": 0.022497847110929742 }, { "score": 12.019064903259277, "text": "Global Supply Master Agreement", "probability": 0.021876251082081716 }, { "score": 11.920133590698242, "text": "ATTACHMENT G\n\nThe West Pharmaceutical Services and ExxonMobil Chemical Company/Affiliates 2019-2023 Global Master Supply Agreement", "probability": 0.019815615933654156 }, { "score": 11.83406925201416, "text": "Global Master Supply Agreement", "probability": 0.018181525055766756 }, { "score": 11.80931282043457, "text": "Global Master Supply Agreement", "probability": 0.017736941235355994 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Parties": [ { "score": 11.801197052001953, "text": "West Pharmaceutical Services, Inc. (\"Buyer", "probability": 0.08096898432475762 }, { "score": 11.800724029541016, "text": "ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"Seller\"),on behalf of itself and in the interest of the ExxonMobil affiliates listed on Attachment B (each an \"ExxonMobil Selling Affiliate\" or \"EMCC/A\" or collectively, \"ExxonMobil Selling Affiliates\"), and West Pharmaceutical Services, Inc. (\"Buyer", "probability": 0.08093069323351977 }, { "score": 11.800552368164062, "text": "ExxonMobil Chemical Company", "probability": 0.08091680175163111 }, { "text": "", "score": 11.705940246582031, "probability": 0.07361209646344269 }, { "score": 11.670549392700195, "text": "Buyer", "probability": 0.07105246248846281 }, { "score": 11.465103149414062, "text": "West Pharmaceutical Services, Inc. (\"Buyer\"), on behalf of itself and the Buyer affiliates listed on Attachment C (each a \"Buyer Affiliate\" or \"West/A\" or collectively, \"Buyer Affiliates\").", "probability": 0.05785687388765448 }, { "score": 11.464630126953125, "text": "ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"Seller\"),on behalf of itself and in the interest of the ExxonMobil affiliates listed on Attachment B (each an \"ExxonMobil Selling Affiliate\" or \"EMCC/A\" or collectively, \"ExxonMobil Selling Affiliates\"), and West Pharmaceutical Services, Inc. (\"Buyer\"), on behalf of itself and the Buyer affiliates listed on Attachment C (each a \"Buyer Affiliate\" or \"West/A\" or collectively, \"Buyer Affiliates\").", "probability": 0.05782951275851049 }, { "score": 11.428632736206055, "text": "ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"Seller\"),on behalf of itself and in the interest of the ExxonMobil affiliates listed on Attachment B (each an \"ExxonMobil Selling Affiliate\" or \"EMCC/A\" or collectively, \"ExxonMobil Selling Affiliates", "probability": 0.05578482371588038 }, { "score": 11.334455490112305, "text": "Buyer\"), on behalf of itself and the Buyer affiliates listed on Attachment C (each a \"Buyer Affiliate\" or \"West/A\" or collectively, \"Buyer Affiliates\").", "probability": 0.05077096367065736 }, { "score": 11.324714660644531, "text": "ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"Seller", "probability": 0.05027881323975433 }, { "score": 11.209160804748535, "text": "ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"Seller\"),on behalf of itself and in the interest of the ExxonMobil affiliates listed on Attachment B (each an \"ExxonMobil Selling Affiliate\" or \"EMCC/A", "probability": 0.04479201668381129 }, { "score": 11.090654373168945, "text": "ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"Seller\"),on behalf of itself and in the interest of the ExxonMobil affiliates listed on Attachment B (each an \"ExxonMobil Selling Affiliate\" or \"EMCC/A\" or collectively, \"ExxonMobil Selling Affiliates\"),", "probability": 0.039786334256527014 }, { "score": 11.050714492797852, "text": "West Pharmaceutical Services, Inc. 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(\"Buyer\"),", "probability": 0.025577422378438623 }, { "score": 10.648368835449219, "text": "ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"Seller\"),on behalf of itself and in the interest of the ExxonMobil affiliates listed on Attachment B (each an \"ExxonMobil Selling Affiliate\" or \"EMCC/A\" or collectively, \"ExxonMobil Selling Affiliates\"), and West Pharmaceutical Services, Inc. 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Date: December 31, 2023", "probability": 0.004883904839380966 }, { "score": 10.150856018066406, "text": "Termination Date: December 31, 2023", "probability": 0.003923957293150682 }, { "score": 9.94918155670166, "text": "Termination Date: December 31, 2023", "probability": 0.0032072895284228574 }, { "score": 9.515254974365234, "text": "January 1, 2019\n\nTermination Date: December 31, 20", "probability": 0.0020781947629581916 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Effective Date": [ { "score": 14.697929382324219, "text": "January 1, 2019", "probability": 0.19072252500340311 }, { "score": 14.560016632080078, "text": "January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 0.16615263816163303 }, { "score": 14.225440979003906, "text": "January 1, 2019", "probability": 0.11890575681291672 }, { "score": 13.886571884155273, "text": "January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 0.08472935560805571 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0.040215021241495084 }, { "score": 10.215112686157227, "text": "January 1, 2019", "probability": 0.03256071927497245 }, { "score": 9.41886043548584, "text": "Termination Date: December 31, 2023", "probability": 0.014685408488385348 }, { "score": 9.380535125732422, "text": "January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 0.014133234367139064 }, { "score": 9.336043357849121, "text": "January 10, 2020", "probability": 0.013518205105557065 }, { "score": 9.226350784301758, "text": "January 1, 2019", "probability": 0.012113793109556636 }, { "score": 8.79198169708252, "text": "January 10, 2020 Date: December 11, 2018", "probability": 0.007845778704987929 }, { "score": 8.629410743713379, "text": "December 31, 2023", "probability": 0.006668564965649436 }, { "score": 8.237581253051758, "text": "January 10, 2020", "probability": 0.004506745158128623 }, { "score": 7.63785457611084, "text": "December 31, 2023", "probability": 0.002474030300818073 }, { "score": 7.599352836608887, "text": "December 11, 2018", "probability": 0.0023805862528961 }, { "score": 6.152693271636963, "text": "\n\nTermination Date: December 31, 2023", "probability": 0.0005602832705521888 }, { "score": 6.099348545074463, "text": "December 11, 2018", "probability": 0.0005311783122809535 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Renewal Term": [ { "text": "", "score": 11.677528381347656, "probability": 0.9997622655668936 }, { "score": 1.9001857042312622, "text": "Buyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement. Provided that these negotiations will be successful, such agreement shall then be incorporated into this Contract as an amendment to it.\n\nAGREEMENT PERIOD\n\nEffective Date: January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 5.67088406397296e-05 }, { "score": 1.139432668685913, "text": "Buyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement. Provided that these negotiations will be successful, such agreement shall then be incorporated into this Contract as an amendment to it.\n\nAGREEMENT PERIOD\n\nEffective Date: January 1, 2019", "probability": 2.6500857278635603e-05 }, { "score": 1.1140613555908203, "text": "Termination Date: December 31, 2023", "probability": 2.583695340063157e-05 }, { "score": 1.0231444835662842, "text": "Effective Date: January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 2.3591557087324704e-05 }, { "score": 0.8412356376647949, "text": "January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 1.9667746324466305e-05 }, { "score": 0.6108845472335815, "text": "Termination Date: December 31, 2023", "probability": 1.562119992360036e-05 }, { "score": 0.4953159689903259, "text": "Effective Date: January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 1.3916293987244818e-05 }, { "score": -0.023731261491775513, "text": "Effective Date: January 1, 2019", "probability": 8.2814092436908e-06 }, { "score": -0.20564004778862, "text": "January 1, 2019", "probability": 6.904023558907736e-06 }, { "score": -0.24558204412460327, "text": "Provided that these negotiations will be successful, such agreement shall then be incorporated into this Contract as an amendment to it.\n\nAGREEMENT PERIOD\n\nEffective Date: January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 6.633697690670354e-06 }, { "score": -0.26543712615966797, "text": "Effective Date: January 1, 2019", "probability": 6.503284049917939e-06 }, { "score": -0.32906055450439453, "text": "January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 6.102410514394488e-06 }, { "score": -0.8501359224319458, "text": "Quality Assurance Agreement. Provided that these negotiations will be successful, such agreement shall then be incorporated into this Contract as an amendment to it.\n\nAGREEMENT PERIOD\n\nEffective Date: January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 3.6241090960285307e-06 }, { "score": -0.9483764171600342, "text": "Seller shall not be obligated by this Agreement unless Buyer executes and returns this Agreement to Seller no later than thirty (30) days from the date Seller signs below.", "probability": 3.2850044177484757e-06 }, { "score": -1.0063351392745972, "text": "Provided that these negotiations will be successful, such agreement shall then be incorporated into this Contract as an amendment to it.\n\nAGREEMENT PERIOD\n\nEffective Date: January 1, 2019", "probability": 3.100022205858494e-06 }, { "score": -1.0110467672348022, "text": "December 31, 2023", "probability": 3.0854504099537523e-06 }, { "score": -1.0898135900497437, "text": "January 1, 2019", "probability": 2.8517442478680295e-06 }, { "score": -1.1075806617736816, "text": "Buyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement.", "probability": 2.8015245527990666e-06 }, { "score": -1.1377360820770264, "text": "Buyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement", "probability": 2.7183044768512978e-06 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.833499908447266, "probability": 0.996599522022692 }, { "score": 5.864573955535889, "text": "Except as explicitly set forth in this Agreement, this Agreement and the transaction(s) specified herein can be cancelled only with both parties' written consent.", "probability": 0.002548291292843804 }, { "score": 3.657987356185913, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.", "probability": 0.0002805050512887096 }, { "score": 2.8577399253845215, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice.", "probability": 0.00012600786204137253 }, { "score": 2.7034783363342285, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right:", "probability": 0.00010799476061337506 }, { "score": 2.2993738651275635, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 7.209453485487289e-05 }, { "score": 2.244976282119751, "text": "Seller shall not be obligated by this Agreement unless Buyer executes and returns this Agreement to Seller no later than thirty (30) days from the date Seller signs below.", "probability": 6.82775256437019e-05 }, { "score": 2.2376391887664795, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 6.777840036760955e-05 }, { "score": 1.66944420337677, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.\n\nPromptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer shall notify Seller, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation. If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice.", "probability": 3.839965903090931e-05 }, { "score": 0.6357196569442749, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. As used above, \"Change of Control\" means any of the following:", "probability": 1.3657980922238428e-05 }, { "score": 0.5718274116516113, "text": "Except", "probability": 1.2812634935901121e-05 }, { "score": 0.5423324108123779, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:", "probability": 1.2440245073840353e-05 }, { "score": 0.4127300977706909, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.", "probability": 1.0928067444724311e-05 }, { "score": 0.19327163696289062, "text": "then the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 8.774730123628912e-06 }, { "score": 0.051995277404785156, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice. As used above, \"Change in Circumstances\" means any of the following:", "probability": 7.6186535467131054e-06 }, { "score": 0.023281574249267578, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder", "probability": 7.403004645845844e-06 }, { "score": -0.19987750053405762, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination.", "probability": 5.922311781139071e-06 }, { "score": -0.5138309001922607, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;", "probability": 4.326563061434604e-06 }, { "score": -0.6176178455352783, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n\u2022 Elastomeric components for pharmaceutical packaging and containment solutions, including stoppers, seals, plungers, and syringe components.", "probability": 3.9000389147966525e-06 }, { "score": -0.7712392807006836, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right:", "probability": 3.3446601736028374e-06 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Governing Law": [ { "score": 15.391721725463867, "text": "This Agreement shall be governed and construed in accordance with the law set forth in the ExxonMobil Selling Affiliate's general terms and conditions, as applicable.", "probability": 0.3156068024755708 }, { "score": 15.381317138671875, "text": "This Agreement shall be governed by Singapore law, without regard to its conflict of laws principles.", "probability": 0.31234006808789255 }, { "score": 15.193641662597656, "text": "This Agreement between EM and Buyer shall be governed by the laws of Belgium (excluding its rules on conflict of laws).", "probability": 0.2588935776045337 }, { "score": 13.562443733215332, "text": "The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.S.A., without regard to conflict of laws principles.", "probability": 0.05066417992753068 }, { "score": 12.872486114501953, "text": "The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.", "probability": 0.025413017224050302 }, { "score": 12.40377426147461, "text": "This Agreement shall be governed and construed in accordance with the law set forth in the ExxonMobil Selling Affiliate's general terms and conditions, as applicable", "probability": 0.01590366647977578 }, { "text": "", "score": 12.228303909301758, "probability": 0.013344166548384538 }, { "score": 10.131231307983398, "text": "GOVERNING LAW\n\nThis Agreement shall be governed and construed in accordance with the law set forth in the ExxonMobil Selling Affiliate's general terms and conditions, as applicable.", "probability": 0.001638869582751299 }, { "score": 9.826197624206543, "text": "This Agreement between EM and Buyer shall be governed by the laws of Belgium (excluding its rules on conflict of laws", "probability": 0.001208008386055212 }, { "score": 9.629765510559082, "text": "The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.S.A.,", "probability": 0.0009925686777788691 }, { "score": 9.5819673538208, "text": "The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U", "probability": 0.000946241716026243 }, { "score": 9.199885368347168, "text": "This Agreement between EM and Buyer shall be governed by the laws of Belgium (excluding its rules on conflict of laws). Neither the Uniform Law on the International Sale of Goods ('ULIS'), nor the United Nations Convention on Contracts for the International Sale of Goods 1980 ('CISG') shall apply.", "probability": 0.0006457523458422574 }, { "score": 9.174101829528809, "text": "The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.S.A., without regard to conflict of laws principles. Incoterms 2010 (or any subsequent revision thereof) (\"Incoterms\") shall also apply; provided, however, that Incoterms shall apply only to the extent specified in the agreement hereof, and provided, further, that in the event of a conflict between Incoterms and the laws of the State of Texas, U.S.A., the latter shall govern. The parties specifically exclude\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\napplication of the U.N. Convention on Contracts for the International Sale of Goods.", "probability": 0.000629315377359122 }, { "score": 8.870636940002441, "text": "In the event of conflict between this Agreement (including the Failure in Performance and Change in Circumstances clauses herein) and the Attachments hereto, this Agreement shall prevail, except with respect to the governing law specified in Attachments A, G and H, respectively, and as applicable to the appropriate ExxonMobil Selling Affiliate.", "probability": 0.00046459573314663855 }, { "score": 8.56529426574707, "text": "The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.S.A., without regard to conflict of laws principles. Incoterms 2010 (or any subsequent revision thereof) (\"Incoterms\") shall also apply; provided, however, that Incoterms shall apply only to the extent specified in the agreement hereof, and provided, further, that in the event of a conflict between Incoterms and the laws of the State of Texas, U.S.A., the latter shall govern.", "probability": 0.0003423470409252176 }, { "score": 8.314834594726562, "text": "In the event of conflict between this Agreement (including the Failure in Performance and Change in Circumstances clauses herein) and the Attachments hereto, this Agreement shall prevail, except with respect to the governing law specified in Attachments A, G and H, respectively, and as applicable to the appropriate ExxonMobil Selling Affiliate.", "probability": 0.00026649761416502437 }, { "score": 8.253130912780762, "text": "GOVERNING LAW This Agreement shall be governed by Singapore law, without regard to its conflict of laws principles.", "probability": 0.0002505507786449244 }, { "score": 7.971543312072754, "text": "The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.S.A., without regard to conflict of laws principles", "probability": 0.0001890618118535311 }, { "score": 7.762044906616211, "text": "This Agreement shall be governed by Singapore law, without regard to its conflict of laws principles", "probability": 0.00015332741511269395 }, { "score": 7.405891418457031, "text": "The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.S.A., without regard to conflict of laws principles. Incoterms 2010 (or any subsequent revision thereof) (\"Incoterms\") shall also apply; provided, however, that Incoterms shall apply only to the extent specified in the agreement hereof, and provided, further, that in the event of a conflict between Incoterms and the laws of the State of Texas, U.S.A., the latter shall govern. The parties specifically exclude", "probability": 0.00010738517260043364 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Most Favored Nation": [ { "text": "", "score": 11.968400955200195, "probability": 0.949511162354184 }, { "score": 7.511854648590088, "text": "in Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 0.011016575250497436 }, { "score": 7.292688369750977, "text": "Seller may change any price, freight or payment term hereof upon no less than thirty (30) days' prior written notice; provided, however, that Seller may at any time institute or remove a temporary voluntary allowance of other similar competitive allowance without prior notice.", "probability": 0.008848382737259046 }, { "score": 6.939823150634766, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "probability": 0.006217509854473494 }, { "score": 6.8315277099609375, "text": "Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 0.005579359813109144 }, { "score": 6.512819766998291, "text": "in Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control;", "probability": 0.0040566848392917425 }, { "score": 5.832492828369141, "text": "Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control;", "probability": 0.002054513662562372 }, { "score": 5.805528163909912, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 0.0019998546340168856 }, { "score": 5.7745680809021, "text": "Notwithstanding anything to the contrary in Attachments A, G or H, in connection with any Change in Circumstances (as defined below), and without limiting Seller's/ExxonMobil Selling Affiliate's other rights under this Agreement or applicable law, Seller/ExxonMobil Selling Affiliates shall have the right: (i) only if required to enable Seller/ExxonMobil Selling Affiliate to comply with applicable laws and regulations, to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable (ii) to modify the payment terms hereunder; and/or (iii) to require that Buyer/Buyer Affiliates pay in advance for shipments hereunder.", "probability": 0.0019388876103992045 }, { "score": 5.414094924926758, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above.", "probability": 0.0013520760904336953 }, { "score": 5.13907527923584, "text": "Should the Average Brent crude oil price at any moment during the term of this Agreement move to a different Average Brent crude oil price bracket as mentioned below, Seller may increase or decrease the Product price by $[*****] for every $[*****] change in the Average Brent crude oil price. In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "probability": 0.001026979130859668 }, { "score": 5.042377471923828, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):", "probability": 0.0009323227769454915 }, { "score": 5.009283542633057, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 0.0009019735109666568 }, { "score": 4.828429222106934, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "probability": 0.0007527482421382241 }, { "score": 4.810219764709473, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):", "probability": 0.0007391651507799908 }, { "score": 4.701292991638184, "text": "Subject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above.", "probability": 0.0006628804131786475 }, { "score": 4.691256523132324, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above. Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 0.0006562607095791642 }, { "score": 4.688177585601807, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 0.0006542432312892322 }, { "score": 4.541448593139648, "text": "Notwithstanding anything to the contrary in Attachments A, G or H, in connection with any Change in Circumstances (as defined below), and without limiting Seller's/ExxonMobil Selling Affiliate's other rights under this Agreement or applicable law, Seller/ExxonMobil Selling Affiliates shall have the right:", "probability": 0.0005649573282871154 }, { "score": 4.4840874671936035, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 0.0005334626597483437 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Compete": [ { "text": "", "score": 11.905993461608887, "probability": 0.90418982979947 }, { "score": 9.364189147949219, "text": "Buyer represents and warrants that no product purchased hereunder will be", "probability": 0.07118164664891646 }, { "score": 6.854496955871582, "text": "Seller may change any price, freight or payment term hereof upon no less than thirty (30) days' prior written notice; provided, however, that Seller may at any time institute or remove a temporary voluntary allowance of other similar competitive allowance without prior notice.", "probability": 0.005786587972947195 }, { "score": 6.30971622467041, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 0.00335604128415647 }, { "score": 6.125030040740967, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 0.0027900957275540515 }, { "score": 5.9478936195373535, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 0.0023371669365530316 }, { "score": 5.76904821395874, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 0.001954421182786008 }, { "score": 5.732296466827393, "text": "Buyer represents and warrants that no product purchased hereunder will be", "probability": 0.001883896676978862 }, { "score": 5.625664710998535, "text": "Buyer represents and warrants that no product purchased hereunder will", "probability": 0.0016933529820935427 }, { "score": 5.324574947357178, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 0.0012531004155569112 }, { "score": 5.133814811706543, "text": "Buyer represents and warrants that no product purchased hereunder will be\n", "probability": 0.0010354754333728679 }, { "score": 4.593993186950684, "text": "no product purchased hereunder will be", "probability": 0.0006035291442317946 }, { "score": 4.243742942810059, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 0.00042519338427085866 }, { "score": 3.7813870906829834, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 0.00026778602170374086 }, { "score": 3.5970993041992188, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller", "probability": 0.00022271667514713148 }, { "score": 3.5715065002441406, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds; (4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order; (5) any freight allowances shall be those specified by Seller as of the date of shipment; and (6) Buyer shall allow Seller a reasonable period for delivery of shipments of Product.", "probability": 0.00021708905144481193 }, { "score": 3.5696892738342285, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 0.00021669490971806612 }, { "score": 3.568028211593628, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment", "probability": 0.00021633526476482121 }, { "score": 3.5356428623199463, "text": "Buyer represents and warrants that no Product(s) purchased hereunder will be used in or resold into any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgement.", "probability": 0.0002094414042151819 }, { "score": 3.2638638019561768, "text": "Buyer represents and warrants that no product purchased hereunder will", "probability": 0.00015959908411848953 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Exclusivity": [ { "text": "", "score": 12.225126266479492, "probability": 0.9970032643755147 }, { "score": 5.495381832122803, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 0.0011912576643027513 }, { "score": 4.175397872924805, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 0.00031823208052950196 }, { "score": 4.137139797210693, "text": "If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad.", "probability": 0.00030628708667315734 }, { "score": 4.1220197677612305, "text": "Seller may elect to provide rail cars of Product to Buyer on leased tracks. If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad.", "probability": 0.0003016908520677564 }, { "score": 4.064016819000244, "text": "Seller may elect to provide rail cars of Product to Buyer on leased tracks.", "probability": 0.00028468971721273215 }, { "score": 3.965843439102173, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:", "probability": 0.0002580688721871069 }, { "score": 3.405036687850952, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n\u2022 Elastomeric components for pharmaceutical packaging and containment solutions, including stoppers, seals, plungers, and syringe components.", "probability": 0.0001472924026150673 }, { "score": 1.6041429042816162, "text": "For U.S. sales to Brazil or Mexico, Seller shall constitute the U.S. Principal Party in interest or Exporter for all purposes under applicable law.", "probability": 2.4325518927519497e-05 }, { "score": 1.5969794988632202, "text": "For any dispute regarding this Agreement, the Parties agree to exclusive jurisdiction and venue in the district courts of Harris County, Texas, or the United States District Court for the Southern District of Texas (Houston Division).", "probability": 2.4151888010235213e-05 }, { "score": 1.5876123905181885, "text": "Except as otherwise provided in this Agreement,", "probability": 2.3926710934009505e-05 }, { "score": 1.4428060054779053, "text": "If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad", "probability": 2.070114602230362e-05 }, { "score": 1.4276862144470215, "text": "Seller may elect to provide rail cars of Product to Buyer on leased tracks. If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad", "probability": 2.03905033643129e-05 }, { "score": 1.2128627300262451, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer", "probability": 1.6448689143048117e-05 }, { "score": 1.1147987842559814, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties", "probability": 1.4912232375058856e-05 }, { "score": 0.803554356098175, "text": "An Affiliate is (1) for EM: Exxon Mobil Corporation or any company in which Exxon Mobil Corporation owns or controls, directly or indirectly, 50 % or more of the voting stock and (2) for the Buyer: any company in which its ultimate holding company owns or controls, directly or indirectly, 50 % or more of the voting stock.", "probability": 1.0923729188045339e-05 }, { "score": 0.7738035321235657, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 1.0603526015547561e-05 }, { "score": 0.7690496444702148, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:", "probability": 1.0553237671416766e-05 }, { "score": 0.39719462394714355, "text": "Except", "probability": 7.275973951591912e-06 }, { "score": 0.022813227027654648, "text": "Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 5.003793294434852e-06 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.103203773498535, "probability": 0.9978859273404973 }, { "score": 5.4177937507629395, "text": "If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad.", "probability": 0.001246362047257372 }, { "score": 4.3325514793396, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 0.0004210459418822885 }, { "score": 2.866241455078125, "text": "Regardless of the occurrence or non-occurrence of any of the circumstances set forth above, if for any reason, supplies of or distribution logistics of the Product deliverable under this Agreement or of the feedstock from which the Product is directly or indirectly derived from any of EM's then existing sources of supply are curtailed or cut off, or otherwise inadequate to meet EM's own requirements and its obligations to its customers, EM shall have the option during such period of curtailment, or cessation to apportion fairly among its customers including EM's Affiliates and whether under contract or not, such Product as may be received in the ordinary course of business or manufactured at EM then existing sources.", "probability": 9.716707592923766e-05 }, { "score": 2.8020777702331543, "text": "If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad", "probability": 9.11282854712728e-05 }, { "score": 2.142364025115967, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 4.711326042652031e-05 }, { "score": 1.9632682800292969, "text": "Seller may elect to provide rail cars of Product to Buyer on leased tracks. If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad.", "probability": 3.9387903603655625e-05 }, { "score": 1.7605925798416138, "text": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "probability": 3.21619170996551e-05 }, { "score": 1.5558547973632812, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 2.62074906182105e-05 }, { "score": 1.249731183052063, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment;", "probability": 1.92964599547294e-05 }, { "score": 1.1290639638900757, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 1.710300942670883e-05 }, { "score": 0.9551451206207275, "text": "If", "probability": 1.4372772161754149e-05 }, { "score": 0.7568387985229492, "text": "In case of non- or incomplete compliance with the above requirements, EM will be entitled not to load or cause to load this means of transportation, without any obligation to compensation.", "probability": 1.1787377700177015e-05 }, { "score": 0.7377560138702393, "text": "Except as otherwise provided in this Agreement,", "probability": 1.1564574325476648e-05 }, { "score": 0.7243601083755493, "text": "The parties specifically exclude", "probability": 1.1410689395930517e-05 }, { "score": 0.3769824504852295, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 8.06209077694133e-06 }, { "score": 0.08657145500183105, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties", "probability": 6.030089957796227e-06 }, { "score": -0.12011265754699707, "text": "Regardless of the occurrence or non-occurrence of any of the circumstances set forth above, if for any reason, supplies of or distribution logistics of the Product deliverable under this Agreement or of the feedstock from which the Product is directly or indirectly derived from any of EM's then existing sources of supply are curtailed or cut off, or otherwise inadequate to meet EM's own requirements and its obligations to its customers, EM shall have the option during such period of curtailment, or cessation to apportion fairly among its customers including EM's Affiliates and whether under contract or not, such Product as may be received in the ordinary course of business or manufactured at EM then existing sources.\n\nEM shall not be obliged to purchase or otherwise obtain alternative supplies of product deliverable under this Agreement, or the feedstock from which product directly or indirectly is derived.", "probability": 4.9041305355228545e-06 }, { "score": -0.1953427791595459, "text": "Regardless of the occurrence or non-occurrence of any of the circumstances set forth above, if for any reason, supplies of or distribution logistics of the Product deliverable under this Agreement or of the feedstock from which the Product is directly or indirectly derived from any of EM's then existing sources of supply are curtailed or cut off, or otherwise inadequate to meet EM's own requirements and its obligations to its customers, EM shall have the option during such period of curtailment, or cessation to apportion fairly among its customers including EM's Affiliates and whether under contract or not, such Product as may be received in the ordinary course of business or manufactured at EM then existing sources", "probability": 4.548728279299239e-06 }, { "score": -0.2243189811706543, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. As used above, \"Change of Control\" means any of the following:", "probability": 4.418814700548013e-06 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.78671932220459, "probability": 0.6480091976088163 }, { "score": 10.022360801696777, "text": "In case of non- or incomplete compliance with the above requirements, EM will be entitled not to load or cause to load this means of transportation, without any obligation to compensation.", "probability": 0.11100179469271852 }, { "score": 8.969535827636719, "text": "The parties specifically exclude\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\napplication of the U.N. Convention on Contracts for the International Sale of Goods.", "probability": 0.038734140535685725 }, { "score": 8.69901180267334, "text": "The parties specifically exclude", "probability": 0.029553357860017206 }, { "score": 8.620925903320312, "text": "Seller may change any price, freight or payment term hereof upon no less than thirty (30) days' prior written notice; provided, however, that Seller may at any time institute or remove a temporary voluntary allowance of other similar competitive allowance without prior notice.", "probability": 0.02733345667833658 }, { "score": 8.49337387084961, "text": "Seller may change any price, freight or payment term hereof upon no less than thirty (30) days' prior written notice; provided, however, that Seller may at any time institute or remove a temporary voluntary allowance of other similar competitive allowance without prior notice.", "probability": 0.024060210001187007 }, { "score": 8.456461906433105, "text": "application of the U.N. Convention on Contracts for the International Sale of Goods.", "probability": 0.02318829149454749 }, { "score": 8.252945899963379, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds; (4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order; (5) any freight allowances shall be those specified by Seller as of the date of shipment; and (6) Buyer shall allow Seller a reasonable period for delivery of shipments of Product. Seller may change any price, freight or payment term hereof upon no less than thirty (30) days' prior written notice; provided, however, that Seller may at any time institute or remove a temporary voluntary allowance of other similar competitive allowance without prior notice.", "probability": 0.01891833330139739 }, { "score": 8.094053268432617, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 0.016139002150790623 }, { "score": 7.899960517883301, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds; (4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order; (5) any freight allowances shall be those specified by Seller as of the date of shipment; and (6) Buyer shall allow Seller a reasonable period for delivery of shipments of Product.", "probability": 0.013291783811082241 }, { "score": 7.761932373046875, "text": "An Affiliate is (1) for EM: Exxon Mobil Corporation or any company in which Exxon Mobil Corporation owns or controls, directly or indirectly, 50 % or more of the voting stock and (2) for the Buyer: any company in which its ultimate holding company owns or controls, directly or indirectly, 50 % or more of the voting stock.", "probability": 0.011578129619651715 }, { "score": 7.298718452453613, "text": "The parties specifically exclude\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\napplication of the U.N. Convention on Contracts for the International Sale of Goods. For any dispute regarding this Agreement, the Parties agree to exclusive jurisdiction and venue in the district courts of Harris County, Texas, or the United States District Court for the Southern District of Texas (Houston Division).\n\n19. MISCELLANEOUS No waiver by either party of a right, default or breach of any of the terms and conditions herein shall be effective unless in writing. No such waiver shall be deemed a waiver of any subsequent right, default or breach (whether similar or dissimilar) except as expressly stated therein.\n\n20. ASSIGNMENT This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.", "probability": 0.007285630767662744 }, { "score": 7.03315544128418, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 0.005586433164444758 }, { "score": 7.010036945343018, "text": "Notwithstanding anything to the contrary in Attachments A, G or H, in connection with any Change in Circumstances (as defined below), and without limiting Seller's/ExxonMobil Selling Affiliate's other rights under this Agreement or applicable law, Seller/ExxonMobil Selling Affiliates shall have the right:", "probability": 0.005458764669935988 }, { "score": 6.8590288162231445, "text": "The parties specifically exclude", "probability": 0.004693668083421057 }, { "score": 6.798018455505371, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.", "probability": 0.004415866260896389 }, { "score": 6.78564453125, "text": "application of the U.N. Convention on Contracts for the International Sale of Goods. For any dispute regarding this Agreement, the Parties agree to exclusive jurisdiction and venue in the district courts of Harris County, Texas, or the United States District Court for the Southern District of Texas (Houston Division).\n\n19. MISCELLANEOUS No waiver by either party of a right, default or breach of any of the terms and conditions herein shall be effective unless in writing. No such waiver shall be deemed a waiver of any subsequent right, default or breach (whether similar or dissimilar) except as expressly stated therein.\n\n20. ASSIGNMENT This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.", "probability": 0.004361561341642833 }, { "score": 6.37339448928833, "text": "The parties specifically exclude\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\napplication of the U.N. Convention on Contracts for the International Sale of Goods.", "probability": 0.0028880457351502485 }, { "score": 5.902338981628418, "text": "On request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced.", "probability": 0.0018031309120992056 }, { "score": 5.842972755432129, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:", "probability": 0.001699201310515923 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.20100212097168, "probability": 0.9999797238069893 }, { "score": 0.06058359146118164, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 5.339178232340758e-06 }, { "score": -0.09518003463745117, "text": "If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad.", "probability": 4.5690628852951105e-06 }, { "score": -0.7326458692550659, "text": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "probability": 2.4153453799209242e-06 }, { "score": -0.8807992935180664, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 2.0827494401632713e-06 }, { "score": -0.8927574753761292, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 2.0579918664008863e-06 }, { "score": -1.905993938446045, "text": "Buyer represents and warrants that no product purchased hereunder will be", "probability": 7.471376967394446e-07 }, { "score": -2.1797432899475098, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. As used above, \"Change of Control\" means any of the following:", "probability": 5.682151598967367e-07 }, { "score": -2.391512155532837, "text": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.\n\nAs used above, \"Change in Circumstances\" means any of the following:", "probability": 4.5977226189091126e-07 }, { "score": -2.648344039916992, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;", "probability": 3.5563303535890667e-07 }, { "score": -3.0061612129211426, "text": "If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad", "probability": 2.4865893701315306e-07 }, { "score": -3.2290375232696533, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 1.9898031819818402e-07 }, { "score": -3.268211603164673, "text": "ATTACHMENT A\n\nWest Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Master Supply Agreement\n\nExxonMobil Chemical Company (EMCC) & ExxonMobil Chemical Services Americas Inc. (EMCSA) Standard Terms and Conditions of Sales and Acceptance of Order\n\n1. PRICE AND QUANTITY; PRICE ADJUSTMENTS Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 1.9133615145683873e-07 }, { "score": -3.2723608016967773, "text": "then the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 1.905439045096107e-07 }, { "score": -3.3843441009521484, "text": "If", "probability": 1.7035752870233884e-07 }, { "score": -3.391442060470581, "text": "Notwithstanding anything to the contrary in Attachments A, G or H, in connection with any Change in Circumstances (as defined below), and without limiting Seller's/ExxonMobil Selling Affiliate's other rights under this Agreement or applicable law, Seller/ExxonMobil Selling Affiliates shall have the right:", "probability": 1.6915261911838575e-07 }, { "score": -3.465608596801758, "text": "Seller may elect to provide rail cars of Product to Buyer on leased tracks. If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad.", "probability": 1.5706109075842135e-07 }, { "score": -3.6330549716949463, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 1.3284572172436504e-07 }, { "score": -3.695134401321411, "text": "Notwithstanding anything to the contrary in Attachments A, G or H, in connection with any Change in Circumstances (as defined below), and without limiting Seller's/ExxonMobil Selling Affiliate's other rights under this Agreement or applicable law, Seller/ExxonMobil Selling Affiliates shall have the right: (i) only if required to enable Seller/ExxonMobil Selling Affiliate to comply with applicable laws and regulations, to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable (ii) to modify the payment terms hereunder; and/or (iii) to require that Buyer/Buyer Affiliates pay in advance for shipments hereunder.", "probability": 1.2484950328887906e-07 }, { "score": -3.944225788116455, "text": "Each party to this Agreement shall establish precautions to prevent its employees or subcontractors from making, receiving, providing or offering any substantial gifts, extravagant entertainment, payments, loans, or other considerations to the employees of the other party and/or their families and/or third parties in connection with this Agreement.", "probability": 9.732127816493237e-08 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Disparagement": [ { "text": "", "score": 11.688994407653809, "probability": 0.9997506215806509 }, { "score": 1.6001262664794922, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 4.1529042729082684e-05 }, { "score": 1.4448593854904175, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 3.555661184943268e-05 }, { "score": 1.2643802165985107, "text": "Buyer represents and warrants that no product purchased hereunder will be", "probability": 2.9685151087149974e-05 }, { "score": 1.0449368953704834, "text": "EM's maximum liability for all claims for any reason is the sales price of the product involved and EM shall not be liable for indirect or consequential damage.", "probability": 2.3836157157866253e-05 }, { "score": 0.8162318468093872, "text": "IF BUYER FAILS TO DISSEMINATE SUCH WARNINGS AND INFORMATION, BUYER AGREES TO DEFEND AND INDEMNIFY SELLER AGAINST ANY AND ALL LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH FAILURE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INJURY, SICKNESS, DEATH AND PROPERTY DAMAGE; PROVIDED, HOWEVER, THAT IF SELLER IN THIS INSTANCE HAS CONTRIBUTED TO SUCH LIABILITY, BUYER'S INDEMNITY TO SELLER SHALL BE REDUCED BY THE PROPORTION IN WHICH SELLER CONTRIBUTED TO SUCH LIABILITY.", "probability": 1.896316830575854e-05 }, { "score": 0.6761064529418945, "text": "Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that EM recommends or endorses the use of product(s) purchased hereunder in any medical application.", "probability": 1.6483719448935138e-05 }, { "score": 0.552463710308075, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 1.4566588555541076e-05 }, { "score": 0.21458232402801514, "text": "Notwithstanding anything to the contrary in the attachments ExxonMobil and the ExxonMobil Selling Affiliates shall not unreasonably reject any Purchase Order that otherwise complies with the terms of this Agreement.", "probability": 1.0390054648510118e-05 }, { "score": 0.18103742599487305, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of product purchased hereunder in any medical application.", "probability": 1.0047302261567454e-05 }, { "score": -0.0679173469543457, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. As used above, \"Change of Control\" means any of the following:", "probability": 7.833029886490187e-06 }, { "score": -0.20394158363342285, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;", "probability": 6.836836722261316e-06 }, { "score": -0.2304067611694336, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 6.658271921394471e-06 }, { "score": -0.4887814521789551, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of product purchased hereunder in any medical application.", "probability": 5.14222203516328e-06 }, { "score": -0.5760626792907715, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of product purchased hereunder in any medical application.\n\nLIMITATION OF CLAIMS Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible.", "probability": 4.712431710367243e-06 }, { "score": -0.8629117012023926, "text": "Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of Product(s) purchased hereunder in any medical application.", "probability": 3.537269279815382e-06 }, { "score": -0.8960801362991333, "text": "Without limiting the foregoing, Seller does not recommend nor endorse the use of product in any medical application and specifically disclaims any representation or warranty, express or implied, of suitability or fitness for use, or otherwise with respect to product's use in any medical application. Buyer represents and warrants that no product purchased hereunder will be", "probability": 3.4218680126587848e-06 }, { "score": -0.9002184867858887, "text": "January 10, 2020 Date: December 11, 2018\n\n/s/ Eric M. Green /s/ Kurt Aerts BY: Eric M. Green BY: Kurt Aerts Title: President and CEO Title: Vice President, SERI\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT A\n\nWest Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Master Supply Agreement\n\nExxonMobil Chemical Company (EMCC) & ExxonMobil Chemical Services Americas Inc. (EMCSA) Standard Terms and Conditions of Sales and Acceptance of Order\n\n1. PRICE AND QUANTITY; PRICE ADJUSTMENTS Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 3.4077363844862662e-06 }, { "score": -0.9002256393432617, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 3.4077120105434324e-06 }, { "score": -0.9133603572845459, "text": "Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that EM recommends or endorses the use of product(s) purchased hereunder in any medical application. EM's maximum liability for all claims for any reason is the sales price of the product involved and EM shall not be liable for indirect or consequential damage.", "probability": 3.3632453423159465e-06 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Termination For Convenience": [ { "text": "", "score": 11.753616333007812, "probability": 0.6566924598513477 }, { "score": 10.357081413269043, "text": "Except as explicitly set forth in this Agreement, this Agreement and the transaction(s) specified herein can be cancelled only with both parties' written consent.", "probability": 0.16250046958430725 }, { "score": 10.097298622131348, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice.", "probability": 0.12532346317751414 }, { "score": 8.219071388244629, "text": "Except as explicitly set forth in this Agreement, this Agreement and the transaction(s) specified herein can be cancelled only with both parties' written consent.", "probability": 0.019157051386955566 }, { "score": 8.166387557983398, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice.", "probability": 0.018173909765521627 }, { "score": 7.003086090087891, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.\n\nPromptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer shall notify Seller, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation. If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice.", "probability": 0.005678491226636169 }, { "score": 6.8563127517700195, "text": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "probability": 0.004903318545250143 }, { "score": 6.436539649963379, "text": "then the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 0.0032224409397803885 }, { "score": 5.90852165222168, "text": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "probability": 0.001900507832015922 }, { "score": 5.411554336547852, "text": "Seller may change any price, freight or payment term hereof upon no less than thirty (30) days' prior written notice; provided, however, that Seller may at any time institute or remove a temporary voluntary allowance of other similar competitive allowance without prior notice.", "probability": 0.0011562173999324543 }, { "score": 3.946887493133545, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.", "probability": 0.00026726542089194086 }, { "score": 3.8124804496765137, "text": "then the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party", "probability": 0.0002336525556212201 }, { "score": 3.567762851715088, "text": "If", "probability": 0.00018293256889308362 }, { "score": 3.3311517238616943, "text": "Except", "probability": 0.00014438834083947227 }, { "score": 3.082231044769287, "text": "then the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. As used above, \"Change of Control\" means any of the following:", "probability": 0.00011257118780335349 }, { "score": 2.9126510620117188, "text": "Seller may change any price, freight or payment term hereof upon no less than thirty (30) days' prior written notice; provided, however, that Seller may at any time institute or remove a temporary voluntary allowance of other similar competitive allowance without prior notice.", "probability": 9.501224891534473e-05 }, { "score": 2.7020933628082275, "text": "this Agreement and the transaction(s) specified herein can be cancelled only with both parties' written consent.", "probability": 7.697249267457982e-05 }, { "score": 2.5199759006500244, "text": "then the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination.", "probability": 6.415683662556182e-05 }, { "score": 2.4845666885375977, "text": "the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 6.192484335412789e-05 }, { "score": 2.3250389099121094, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right:", "probability": 5.2793795120025276e-05 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.2028226852417, "probability": 0.5853436728075203 }, { "score": 10.872910499572754, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice.", "probability": 0.15482368664485446 }, { "score": 10.516498565673828, "text": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "probability": 0.10840508852895404 }, { "score": 10.048639297485352, "text": "Regardless of the occurrence or non-occurrence of any of the circumstances set forth above, if for any reason, supplies of or distribution logistics of the Product deliverable under this Agreement or of the feedstock from which the Product is directly or indirectly derived from any of EM's then existing sources of supply are curtailed or cut off, or otherwise inadequate to meet EM's own requirements and its obligations to its customers, EM shall have the option during such period of curtailment, or cessation to apportion fairly among its customers including EM's Affiliates and whether under contract or not, such Product as may be received in the ordinary course of business or manufactured at EM then existing sources.", "probability": 0.06789862349760192 }, { "score": 8.573561668395996, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 0.015532554827014673 }, { "score": 8.338960647583008, "text": "Buyer/Buyer Affiliates wishes to receive Butyl in Metal Crates and ExxonMobil is willing to supply Butyl in Metal Crates, subject to the following agreement.", "probability": 0.012284485342853714 }, { "score": 8.074309349060059, "text": "Buyer Affiliates shall issue a purchase order(s), or call off order(s) when purchasing Product from ExxonMobil Selling Affiliates in writing pursuant to this Contract (\"Purchase Order\").", "probability": 0.009428017237842543 }, { "score": 7.666111469268799, "text": "Regardless of the occurrence or non-occurrence of any of the circumstances set forth above, if for any reason, supplies of or distribution logistics of the Product deliverable under this Agreement or of the feedstock from which the Product is directly or indirectly derived from any of EM's then existing sources of supply are curtailed or cut off, or otherwise inadequate to meet EM's own requirements and its obligations to its customers, EM shall have the option during such period of curtailment, or cessation to apportion fairly among its customers including EM's Affiliates and whether under contract or not, such Product as may be received in the ordinary course of business or manufactured at EM then existing sources", "probability": 0.0062681918611137135 }, { "score": 7.595205307006836, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.\n\nBuyer Affiliates shall issue a purchase order(s), or call off order(s) when purchasing Product from ExxonMobil Selling Affiliates in writing pursuant to this Contract (\"Purchase Order\").", "probability": 0.005839129756192692 }, { "score": 7.414766788482666, "text": "Promptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer shall notify Seller, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation. If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice.", "probability": 0.004875112849813899 }, { "score": 7.409626007080078, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above. Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 0.004850115268941705 }, { "score": 7.250103950500488, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice. As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest", "probability": 0.004134971412378641 }, { "score": 7.163225173950195, "text": "Promptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer/Buyer Affiliates shall notify Seller/ExxonMobil Selling Affiliates, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation. If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "probability": 0.0037908931021119765 }, { "score": 7.154531478881836, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 0.0037580790776809694 }, { "score": 6.7487473487854, "text": "Seller may elect to provide rail cars of Product to Buyer on leased tracks.", "probability": 0.002504586906026997 }, { "score": 6.731052398681641, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):", "probability": 0.002460658170296917 }, { "score": 6.642451286315918, "text": "Notwithstanding anything to the contrary in Attachments A, G or H, in connection with any Change in Circumstances (as defined below), and without limiting Seller's/ExxonMobil Selling Affiliate's other rights under this Agreement or applicable law, Seller/ExxonMobil Selling Affiliates shall have the right: (i) only if required to enable Seller/ExxonMobil Selling Affiliate to comply with applicable laws and regulations, to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable (ii) to modify the payment terms hereunder; and/or (iii) to require that Buyer/Buyer Affiliates pay in advance for shipments hereunder.", "probability": 0.002252020359112161 }, { "score": 6.54915714263916, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice. As used above, \"Change in Circumstances\" means any of the following:", "probability": 0.0020514228119553196 }, { "score": 6.5149993896484375, "text": "Buyer Affiliates shall issue a purchase order(s), or call off order(s) when purchasing Product from ExxonMobil Selling Affiliates in writing pursuant to this Contract (\"Purchase Order\"). Such Purchase Order(s) shall specify (a) the quantity of Product, and (b) general date of delivery. All Purchase Orders agreed to be filled by an ExxonMobil Selling affiliate shall be deemed to be a separate agreement between the relevant ExxonMobil Selling Affiliate and the relevant Buyer Affiliate, incorporating the terms of this Contract. Notwithstanding anything to the contrary in the attachments ExxonMobil and the ExxonMobil Selling Affiliates shall not unreasonably reject any Purchase Order that otherwise complies with the terms of this Agreement.", "probability": 0.0019825340586524217 }, { "score": 6.246801376342773, "text": "in Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 0.0015161554790807297 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Change Of Control": [ { "text": "", "score": 12.28569221496582, "probability": 0.19375194236664614 }, { "score": 12.191211700439453, "text": "As used above, \"Change of Control\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least fifty percent (50%) of the equity interest in a party (or of at least fifty percent (50%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in a party (\"Party's Parent\")) to a single transferee or multiple transferees under common control; (ii) any transaction that would result in a Party's (or Party's Parent's) merging with one or more other entities.", "probability": 0.1762843257529542 }, { "score": 11.064727783203125, "text": "(ii) any transaction that would result in a Party's (or Party's Parent's) merging with one or more other entities.", "probability": 0.057146278015878245 }, { "score": 11.052032470703125, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 0.05642537389219589 }, { "score": 10.964082717895508, "text": "Promptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer shall notify Seller, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation. If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice. As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest", "probability": 0.05167474631064537 }, { "score": 10.884659767150879, "text": "Promptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer/Buyer Affiliates shall notify Seller/ExxonMobil Selling Affiliates, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation. If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "probability": 0.04772933724818916 }, { "score": 10.731857299804688, "text": "Promptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer/Buyer Affiliates shall notify Seller/ExxonMobil Selling Affiliates, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation.", "probability": 0.04096605422926106 }, { "score": 10.654172897338867, "text": "As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest", "probability": 0.03790410341203215 }, { "score": 10.643444061279297, "text": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "probability": 0.0374996102509688 }, { "score": 10.557262420654297, "text": "(ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 0.03440317645724751 }, { "score": 10.527729988098145, "text": "in Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 0.03340202298072678 }, { "score": 10.453969955444336, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice. As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest", "probability": 0.031026957822704454 }, { "score": 10.35421085357666, "text": "(ii) any transaction that would result in Buyer's /Buyer Affiliates' (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's/Buyer Affiliates (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 0.028081116279536848 }, { "score": 10.353738784790039, "text": "To the extent permitted by law, in the event that a party becomes aware that it will or may undergo a Change of Control (\"Affected Party\") within the following three (3) Months, the Affected Party will notify the other party without delay after it becomes so aware.", "probability": 0.028067863189478993 }, { "score": 10.31643295288086, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.", "probability": 0.027040058948390597 }, { "score": 10.297076225280762, "text": "Promptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer shall notify Seller, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation.", "probability": 0.026521685089213706 }, { "score": 10.222593307495117, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 0.024618046851608413 }, { "score": 10.17564868927002, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.\n\nPromptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer shall notify Seller, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation.", "probability": 0.02348906908472414 }, { "score": 10.147148132324219, "text": "As used above, \"Change of Control\" means any of the following:", "probability": 0.02282906741624371 }, { "score": 10.07024097442627, "text": "Except as explicitly set forth in this Agreement, this Agreement and the transaction(s) specified herein can be cancelled only with both parties' written consent.", "probability": 0.021139164401353976 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Anti-Assignment": [ { "score": 13.983333587646484, "text": "Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer.", "probability": 0.44975986583035205 }, { "score": 13.77086067199707, "text": "This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto; except that Seller may assign this Agreement, in whole or in part, to any affiliate.", "probability": 0.36366782895807453 }, { "score": 12.430520057678223, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.", "probability": 0.09519241639196453 }, { "text": "", "score": 12.134489059448242, "probability": 0.0708007278239452 }, { "score": 9.884073257446289, "text": "This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto; except that Seller may assign this Agreement, in whole or in part, to any affiliate", "probability": 0.007459239599392746 }, { "score": 9.241105079650879, "text": "This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party,", "probability": 0.003921543400179132 }, { "score": 8.388605117797852, "text": "Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer", "probability": 0.0016719411873194383 }, { "score": 8.202873229980469, "text": "This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto", "probability": 0.0013885408550107865 }, { "score": 8.0183744430542, "text": "save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer.", "probability": 0.0011546008089214973 }, { "score": 7.664361953735352, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and", "probability": 0.0008103752839717771 }, { "score": 7.609671115875244, "text": "This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto;", "probability": 0.0007672453370947651 }, { "score": 7.387831211090088, "text": "18. Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer.", "probability": 0.0006145969648506656 }, { "score": 7.347842216491699, "text": "Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate", "probability": 0.0005905047718699984 }, { "score": 7.140979766845703, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body", "probability": 0.0004801580243058471 }, { "score": 7.042381286621094, "text": "ASSIGNMENT This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto; except that Seller may assign this Agreement, in whole or in part, to any affiliate.", "probability": 0.00043507428507699915 }, { "score": 6.926048278808594, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party", "probability": 0.0003872938777911843 }, { "score": 6.790639400482178, "text": "Neither party may assign this Agreement without the written consent of the other party", "probability": 0.00033824649358717515 }, { "score": 6.379276275634766, "text": "This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but", "probability": 0.00022417158785304988 }, { "score": 6.096268653869629, "text": "This", "probability": 0.00016891643987686732 }, { "score": 6.083132743835449, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller", "probability": 0.00016671207856248447 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.089118957519531, "probability": 0.8121559871838595 }, { "score": 10.444604873657227, "text": "Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller.", "probability": 0.1568324974038436 }, { "score": 8.057413101196289, "text": "Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller.", "probability": 0.014410924543856783 }, { "score": 7.846296787261963, "text": "Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller", "probability": 0.011668235718062655 }, { "score": 5.792173385620117, "text": "Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller", "probability": 0.001495928152890275 }, { "score": 5.1804304122924805, "text": "QUANTITY Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller.", "probability": 0.0008113983829936137 }, { "score": 5.079280376434326, "text": "Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller. To allow for standard tolerances of scales, Seller will not consider any claims for shortages of less than one half of one percent (0.5%) of the gross weight of any shipment of packaged product or less than one half of one percent (0.5%) of the net weight of bulk shipment.", "probability": 0.0007333397657026072 }, { "score": 4.591940879821777, "text": "QUANTITY Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller.", "probability": 0.00045046015431261945 }, { "score": 4.118717193603516, "text": "Seller may change any price, freight or payment term hereof upon no less than thirty (30) days' prior written notice; provided, however, that Seller may at any time institute or remove a temporary voluntary allowance of other similar competitive allowance without prior notice.", "probability": 0.00028063248737837795 }, { "score": 3.9617838859558105, "text": "Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller. To allow for standard tolerances of scales, Seller will not consider any claims for shortages of less than one half of one percent (0.5%) of the gross weight of any shipment of packaged product or less than one half of one percent (0.5%) of the net weight of bulk shipment", "probability": 0.00023987372320780518 }, { "score": 3.685589551925659, "text": "in Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control;", "probability": 0.00018198391381593195 }, { "score": 3.504729986190796, "text": "As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest", "probability": 0.00015187513937789775 }, { "score": 3.465385675430298, "text": "Quantity", "probability": 0.0001460157395519975 }, { "score": 3.306826114654541, "text": "in Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 0.00012460576337163765 }, { "score": 2.7813618183135986, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):", "probability": 7.367699185324116e-05 }, { "score": 2.582122325897217, "text": "QUANTITY Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller", "probability": 6.036751152183295e-05 }, { "score": 2.545377016067505, "text": "Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control;", "probability": 5.818954862291427e-05 }, { "score": 2.3267009258270264, "text": "QUANTITY Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller", "probability": 4.6760071769234625e-05 }, { "score": 2.1666135787963867, "text": "Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 3.9842824425366797e-05 }, { "score": 2.1034750938415527, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above.", "probability": 3.740497958193772e-05 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Price Restrictions": [ { "score": 12.983321189880371, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "probability": 0.21572005139348965 }, { "score": 12.640202522277832, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "probability": 0.15306502653104778 }, { "score": 12.214698791503906, "text": "Should the Average Brent crude oil price at any moment during the term of this Agreement move to a different Average Brent crude oil price bracket as mentioned below, Seller may increase or decrease the Product price by $[*****] for every $[*****] change in the Average Brent crude oil price. In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "probability": 0.1000188942193424 }, { "score": 12.049555778503418, "text": "The frequency of such audits shall not exceed one audit per site within three years", "probability": 0.08479326329224335 }, { "text": "", "score": 11.991796493530273, "probability": 0.08003442161810903 }, { "score": 11.80721664428711, "text": "Should the Average Brent crude oil price at any moment during the term of this Agreement move to a different Average Brent crude oil price bracket as mentioned below, Seller may increase or decrease the Product price by $[*****] for every $[*****] change in the Average Brent crude oil price.", "probability": 0.06654490368143068 }, { "score": 11.274554252624512, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets", "probability": 0.03906451739420878 }, { "score": 11.087663650512695, "text": "Any Product price adjustment shall take effect the month immediately following Seller's notification of an increase or decrease in Product price.", "probability": 0.03240536415204421 }, { "score": 10.948856353759766, "text": "Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller.", "probability": 0.02820549092352596 }, { "score": 10.88420295715332, "text": "Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller.", "probability": 0.026439610303714934 }, { "score": 10.857020378112793, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 0.02573059361465712 }, { "score": 10.849050521850586, "text": "Should the Average Brent crude oil price at any moment during the term of this Agreement move to a different Average Brent crude oil price bracket as mentioned below, Seller may increase or decrease the Product price by $[*****] for every $[*****] change in the Average Brent crude oil price. In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets", "probability": 0.025526339501130212 }, { "score": 10.615293502807617, "text": "Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 0.020205479331071842 }, { "score": 10.509077072143555, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets", "probability": 0.018169373301447713 }, { "score": 10.361547470092773, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds; (4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order; (5) any freight allowances shall be those specified by Seller as of the date of shipment; and (6) Buyer shall allow Seller a reasonable period for delivery of shipments of Product. Seller may change any price, freight or payment term hereof upon no less than thirty (30) days' prior written notice; provided, however, that Seller may at any time institute or remove a temporary voluntary allowance of other similar competitive allowance without prior notice.", "probability": 0.015677205665351367 }, { "score": 10.331437110900879, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds; (4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order; (5) any freight allowances shall be those specified by Seller as of the date of shipment; and (6) Buyer shall allow Seller a reasonable period for delivery of shipments of Product.", "probability": 0.01521219531824012 }, { "score": 10.307812690734863, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment;", "probability": 0.01485702785556292 }, { "score": 10.183547973632812, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets. Each Average Brent crude oil bracket is calculated on a $5 range basis (e.g., $30-$35, $40-$45, $50-$55, etc.).\n\nThe Average Brent crude oil price evolution shall be expressed as the three-month average spot price per barrel of the Brent crude\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\noil (as published in the Wall Street Journal). This average shall be calculated as the average of the prices for the immediate preceding three consecutive calendar months, with each month's price calculated as the average of the daily prices.\n\nAny conversion between United States Dollars and Euros will be carried out by using the average of the European Central Bank's daily foreign exchange rate as published in Reuter's screen ECB 37 for the period in question.\n\nAny Product price adjustment shall take effect the month immediately following Seller's notification of an increase or decrease in Product price.", "probability": 0.013120925110000499 }, { "score": 10.161367416381836, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 0.012833099545322777 }, { "score": 10.125116348266602, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment;", "probability": 0.012376217248058792 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Minimum Commitment": [ { "score": 12.269197463989258, "text": "Subject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above.", "probability": 0.3136868719025519 }, { "text": "", "score": 12.150136947631836, "probability": 0.2784767989602673 }, { "score": 10.704936981201172, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above.", "probability": 0.06563668632045432 }, { "score": 10.60640811920166, "text": "Subject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above. Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 0.059477965743278224 }, { "score": 10.047874450683594, "text": "Products Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above.", "probability": 0.034024207337888565 }, { "score": 10.021431922912598, "text": "Subject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above", "probability": 0.033136312122051544 }, { "score": 10.020373344421387, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 0.03310125329429546 }, { "score": 9.621912956237793, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds; (4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order; (5) any freight allowances shall be those specified by Seller as of the date of shipment; and (6) Buyer shall allow Seller a reasonable period for delivery of shipments of Product.", "probability": 0.02222262151796026 }, { "score": 9.566768646240234, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates", "probability": 0.021030346107152546 }, { "score": 9.328670501708984, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates", "probability": 0.016574548615157992 }, { "score": 9.316285133361816, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds; (4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order;", "probability": 0.01637053273920858 }, { "score": 9.295943260192871, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 0.016040889585027442 }, { "score": 9.166839599609375, "text": "Year 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above.", "probability": 0.014098062840262129 }, { "score": 9.04484748840332, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 0.0124789757657857 }, { "score": 9.042627334594727, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds;", "probability": 0.012451301252417566 }, { "score": 9.042146682739258, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above. Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 0.012445317949425626 }, { "score": 8.909706115722656, "text": "Products Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates", "probability": 0.010901538399483955 }, { "score": 8.823860168457031, "text": "Products Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates", "probability": 0.010004729884075508 }, { "score": 8.730644226074219, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]", "probability": 0.009114276471489572 }, { "score": 8.687196731567383, "text": "To allow for standard tolerances of scales, Seller will not consider any claims for shortages of less than one half of one percent (0.5%) of the gross weight of any shipment of packaged product or less than one half of one percent (0.5%) of the net weight of bulk shipment.", "probability": 0.008726763191765699 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Volume Restriction": [ { "score": 12.871601104736328, "text": "The frequency of such audits shall not exceed one audit per site within three years", "probability": 0.2963547380098065 }, { "score": 12.703779220581055, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "probability": 0.25056924058105545 }, { "text": "", "score": 12.0879487991333, "probability": 0.13535552974625073 }, { "score": 11.919454574584961, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "probability": 0.1143667792771369 }, { "score": 10.975635528564453, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets", "probability": 0.04450455750716796 }, { "score": 10.815199851989746, "text": "To allow for standard tolerances of scales, Seller will not consider any claims for shortages of less than one half of one percent (0.5%) of the gross weight of any shipment of packaged product or less than one half of one percent (0.5%) of the net weight of bulk shipment.", "probability": 0.03790776313778799 }, { "score": 10.196413040161133, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 0.02041702499577413 }, { "score": 9.848424911499023, "text": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets", "probability": 0.014416609548584446 }, { "score": 9.70639419555664, "text": "(4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order;", "probability": 0.012507772696883758 }, { "score": 9.703132629394531, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 0.01246704422410173 }, { "score": 9.525116920471191, "text": "Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 0.010434034297929029 }, { "score": 9.274412155151367, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds; (4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order;", "probability": 0.008120309152415258 }, { "score": 9.164762496948242, "text": "Buyer shall pay Seller's daily charges for trip-leased tank cars for tank cars held longer than seven (7) days from constructive placement.", "probability": 0.0072769991183063605 }, { "score": 9.15552043914795, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 0.007210054501360961 }, { "score": 9.066137313842773, "text": "Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller. To allow for standard tolerances of scales, Seller will not consider any claims for shortages of less than one half of one percent (0.5%) of the gross weight of any shipment of packaged product or less than one half of one percent (0.5%) of the net weight of bulk shipment.", "probability": 0.006593559802209569 }, { "score": 9.010202407836914, "text": "(4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order; (5) any freight allowances shall be those specified by Seller as of the date of shipment; and (6) Buyer shall allow Seller a reasonable period for delivery of shipments of Product.", "probability": 0.006234874677509607 }, { "score": 8.775619506835938, "text": "in Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 0.0049311665268680594 }, { "score": 8.57822036743164, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds; (4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order; (5) any freight allowances shall be those specified by Seller as of the date of shipment; and (6) Buyer shall allow Seller a reasonable period for delivery of shipments of Product.", "probability": 0.004047811799502668 }, { "score": 8.401759147644043, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer;", "probability": 0.003393002487398886 }, { "score": 8.241690635681152, "text": "A Metal Crate shall be deemed to have been damaged beyond repair if the documented repair costs to restore the damaged Metal Crate to fit-for-fill condition would exceed $[*****].", "probability": 0.0028911279119501793 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.264666557312012, "probability": 0.6201700937914779 }, { "score": 11.419849395751953, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.", "probability": 0.2664473394928711 }, { "score": 10.030160903930664, "text": "Title to the product shall transfer from EM to Buyer simultaneously with the transfer of risks as per Incoterms.", "probability": 0.06638612885394292 }, { "score": 8.374388694763184, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:", "probability": 0.01267606947558366 }, { "score": 8.253153800964355, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:\n\nFor Product sold and/or sourced by ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. that is shipped overseas to a non-U.S. location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. to Buyer Affiliates at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ).", "probability": 0.01122879014655296 }, { "score": 7.702949523925781, "text": "For Product sold and/or sourced by ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. that is shipped overseas to a non-U.S. location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. to Buyer Affiliates at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ).", "probability": 0.0064771250827740925 }, { "score": 7.648150444030762, "text": "Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer.", "probability": 0.006131734557276254 }, { "score": 7.359658241271973, "text": "For Product sold and/or sourced from the US that is shipped overseas to a non-US location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or any other ExxonMobil Seller to Buyer at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ).", "probability": 0.004595076798672287 }, { "score": 6.260773658752441, "text": "This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto; except that Seller may assign this Agreement, in whole or in part, to any affiliate.", "probability": 0.0015312752526154304 }, { "score": 5.669888496398926, "text": "Title to the product shall transfer from EM to Buyer simultaneously with the transfer of risks as per Incoterms", "probability": 0.0008480766351158304 }, { "score": 5.606228351593018, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and", "probability": 0.00079577052451875 }, { "score": 5.53111457824707, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body", "probability": 0.0007381869299597052 }, { "score": 5.036788463592529, "text": "Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer", "probability": 0.00045028061193746175 }, { "score": 4.819490432739258, "text": "Title to the product shall transfer from EM to Buyer simultaneously with the transfer of risks as per Incoterms. All references to Incoterms shall mean ICC Incoterms 2010.\n\n3. EM will use reasonable efforts to meet the planned delivery date which shall be deemed to be only approximate.\n\n4. If Buyer is responsible for the transport of products, Buyer shall ensure that the means of transport is clean and dry, suitable for loading and carrying the products, and complies with the safety standards of EM and with the legal standards for such means of transport. In case of non- or incomplete compliance with the above requirements, EM will be entitled not to load or cause to load this means of transportation, without any obligation to compensation.\n\n5. If delivery takes place on reusable pallets (regardless of whether they are property of EM), Buyer will maintain these pallets in good condition and make them available on request for collection by or on behalf of EM.", "probability": 0.0003623363556388268 }, { "score": 4.637304306030273, "text": "any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.", "probability": 0.0003019878585043918 }, { "score": 4.430513381958008, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT B\n\nWest Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Master Supply Agreement\n\nList of ExxonMobil Affiliates / Divisions\n\nAt its sole discretion and with prior written notice to Buyer, Seller may designate a different selling entity from the ones listed in this Attachment.\n\nFor Product purchases made by Buyer Affiliates in: U.S.A., Brazil, Mexico ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"EMCC\") and/or ExxonMobil Chemical Services Americas, Inc.", "probability": 0.00024557340114143774 }, { "score": 4.104169845581055, "text": "This", "probability": 0.00017719527136035698 }, { "score": 4.06294059753418, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party", "probability": 0.00017003819774745593 }, { "score": 3.8384594917297363, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT B\n\nWest Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Master Supply Agreement", "probability": 0.0001358487315426758 }, { "score": 3.8026645183563232, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:\n\nFor Product sold and/or sourced by ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. that is shipped overseas to a non-U.S. location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. to Buyer Affiliates at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ). The EEZ extends 200 nautical miles beyond the coastal baseline defined in the United Nations Convention on the Law of the Sea.", "probability": 0.0001310720307662664 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.165468215942383, "probability": 0.9999041341717906 }, { "score": 1.8782734870910645, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:", "probability": 3.406327957235161e-05 }, { "score": 0.7868493795394897, "text": "in Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 1.1436338243888034e-05 }, { "score": 0.37402498722076416, "text": "in Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control;", "probability": 7.568322608537452e-06 }, { "score": 0.051816582679748535, "text": "As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nin Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 5.483606770596326e-06 }, { "score": -0.08945131301879883, "text": "As used above, \"Change in Circumstances\" means any of the following:", "probability": 4.761178199790506e-06 }, { "score": -0.14060628414154053, "text": "As used above, \"Change of Control\" means any of the following:", "probability": 4.523744985701418e-06 }, { "score": -0.19061779975891113, "text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.", "probability": 4.303069786546255e-06 }, { "score": -0.21812653541564941, "text": "This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto; except that Seller may assign this Agreement, in whole or in part, to any affiliate.", "probability": 4.186311082255199e-06 }, { "score": -0.26548075675964355, "text": "As used above, \"Change of Control\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least fifty percent (50%) of the equity interest in a party (or of at least fifty percent (50%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in a party (\"Party's Parent\")) to a single transferee or multiple transferees under common control; (ii) any transaction that would result in a Party's (or Party's Parent's) merging with one or more other entities.", "probability": 3.992692098694611e-06 }, { "score": -0.36100780963897705, "text": "As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nin Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control;", "probability": 3.628932986518926e-06 }, { "score": -0.4473957121372223, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:", "probability": 3.3285965525393046e-06 }, { "score": -0.9345074892044067, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 2.045084241213693e-06 }, { "score": -1.3478710651397705, "text": "Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 1.352663222406997e-06 }, { "score": -1.6275300979614258, "text": "As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest", "probability": 1.0226695084566807e-06 }, { "score": -1.747851014137268, "text": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.\n\nAs used above, \"Change in Circumstances\" means any of the following:", "probability": 9.067354542871654e-07 }, { "score": -1.760695457458496, "text": "Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control;", "probability": 8.951634194057881e-07 }, { "score": -1.7667971849441528, "text": "As used above, \"Change in Circumstances\" means any of the following:", "probability": 8.897180062738074e-07 }, { "score": -1.9262230396270752, "text": "As used above, \"Change of Control\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least fifty percent (50%) of the equity interest in a party (or of at least fifty percent (50%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in a party (\"Party's Parent\")) to a single transferee or multiple transferees under common control;", "probability": 7.586030963828188e-07 }, { "score": -1.9796757698059082, "text": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "probability": 7.191183737186788e-07 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__License Grant": [ { "text": "", "score": 11.810626983642578, "probability": 0.9995520824892763 }, { "score": 3.2326416969299316, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 0.00018811947257227777 }, { "score": 2.442054271697998, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 8.532690561617579e-05 }, { "score": 1.9221856594085693, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:", "probability": 5.073526423584765e-05 }, { "score": 1.8799619674682617, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n\u2022 Elastomeric components for pharmaceutical packaging and containment solutions, including stoppers, seals, plungers, and syringe components.", "probability": 4.863763062219075e-05 }, { "score": 1.540829062461853, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:", "probability": 3.4648852871553245e-05 }, { "score": 0.6357096433639526, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n\u2022 Elastomeric components for pharmaceutical packaging and containment solutions, including stoppers, seals, plungers, and syringe components.", "probability": 1.401523847024124e-05 }, { "score": -0.2803337574005127, "text": "Buyer represents and warrants that no product purchased hereunder will be", "probability": 5.607482121373932e-06 }, { "score": -0.3263564109802246, "text": "application of the U.N. Convention on Contracts for the International Sale of Goods.", "probability": 5.355259410976237e-06 }, { "score": -0.9650505185127258, "text": "\u2022 Elastomeric components for pharmaceutical packaging and containment solutions, including stoppers, seals, plungers, and syringe components.", "probability": 2.827477688130287e-06 }, { "score": -1.1630182266235352, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment", "probability": 2.3196523605095094e-06 }, { "score": -1.167263150215149, "text": "Elastomeric components for pharmaceutical packaging and containment solutions, including stoppers, seals, plungers, and syringe components.", "probability": 2.309826483283739e-06 }, { "score": -1.6356878280639648, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of product purchased hereunder in any medical application.", "probability": 1.4459227924074797e-06 }, { "score": -1.6779146194458008, "text": "The parties specifically exclude\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\napplication of the U.N. Convention on Contracts for the International Sale of Goods.", "probability": 1.3861372710431836e-06 }, { "score": -1.9536056518554688, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment", "probability": 1.0521439132330529e-06 }, { "score": -2.0515241622924805, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications", "probability": 9.540028636330896e-07 }, { "score": -2.164846658706665, "text": "Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:", "probability": 8.517935427435997e-07 }, { "score": -2.2427799701690674, "text": "no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 7.879312700293805e-07 }, { "score": -2.2649312019348145, "text": "used", "probability": 7.706695122731377e-07 }, { "score": -2.2712082862854004, "text": "resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 7.658471058982441e-07 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Transferable License": [ { "text": "", "score": 12.026609420776367, "probability": 0.9953260775415353 }, { "score": 5.747427940368652, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:", "probability": 0.001866171337941142 }, { "score": 4.903342247009277, "text": "Title to the product shall transfer from EM to Buyer simultaneously with the transfer of risks as per Incoterms.", "probability": 0.000802360898525026 }, { "score": 4.225034713745117, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:\n\nFor Product sold and/or sourced by ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. that is shipped overseas to a non-U.S. location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. to Buyer Affiliates at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ).", "probability": 0.00040717821795127016 }, { "score": 4.064863204956055, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 0.00034691488537501845 }, { "score": 3.5463016033172607, "text": "For Product sold and/or sourced from the US that is shipped overseas to a non-US location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or any other ExxonMobil Seller to Buyer at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ).", "probability": 0.00020654490804216828 }, { "score": 3.4036946296691895, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice. As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nin Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 0.00017909401429179477 }, { "score": 3.101546287536621, "text": "Title to the product shall transfer from EM to Buyer simultaneously with the transfer of risks as per Incoterms.", "probability": 0.00013239138128322658 }, { "score": 3.0858154296875, "text": "As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nin Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 0.0001303250465042221 }, { "score": 2.857541084289551, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice.", "probability": 0.00010372647040253043 }, { "score": 2.7856950759887695, "text": "Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 9.653554995183687e-05 }, { "score": 2.7187864780426025, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:\n\nFor Product sold and/or sourced by ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. that is shipped overseas to a non-U.S. location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. to Buyer Affiliates at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ). The EEZ extends 200 nautical miles beyond the coastal baseline defined in the United Nations Convention on the Law of the Sea.\n\nFor Product sold by ExxonMobil Chemical Company that is transported by land to Mexico, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company to Buyer Affiliates at the frontier between Laredo, Texas, U.S.A. and Mexico (not unloaded), but prior to the customs border of Mexico.", "probability": 9.028783518980108e-05 }, { "score": 2.421708106994629, "text": "For Product sold and/or sourced by ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. that is shipped overseas to a non-U.S. location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. to Buyer Affiliates at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ).", "probability": 6.708257778896456e-05 }, { "score": 2.1909501552581787, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:", "probability": 5.325897915787829e-05 }, { "score": 1.8523367643356323, "text": "in Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 3.7960761044635266e-05 }, { "score": 1.8112568855285645, "text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice. As used above, \"Change in Circumstances\" means any of the following:", "probability": 3.6432933910094325e-05 }, { "score": 1.7109942436218262, "text": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "probability": 3.295722476552438e-05 }, { "score": 1.6075778007507324, "text": "As used above, \"Change of Control\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least fifty percent (50%) of the equity interest in a party (or of at least fifty percent (50%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in a party (\"Party's Parent\")) to a single transferee or multiple transferees under common control; (ii) any transaction that would result in a Party's (or Party's Parent's) merging with one or more other entities.", "probability": 2.9719222496348668e-05 }, { "score": 1.564574956893921, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:\n\nFor Product sold and/or sourced by ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. that is shipped overseas to a non-U.S. location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. to Buyer Affiliates at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ). The EEZ extends 200 nautical miles beyond the coastal baseline defined in the United Nations Convention on the Law of the Sea.", "probability": 2.8468300773302534e-05 }, { "score": 1.493377923965454, "text": "As used above, \"Change in Circumstances\" means any of the following:", "probability": 2.6511913069430232e-05 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.052785873413086, "probability": 0.722682532393371 }, { "score": 10.581928253173828, "text": "An Affiliate is (1) for EM: Exxon Mobil Corporation or any company in which Exxon Mobil Corporation owns or controls, directly or indirectly, 50 % or more of the voting stock and (2) for the Buyer: any company in which its ultimate holding company owns or controls, directly or indirectly, 50 % or more of the voting stock.", "probability": 0.16602068812164608 }, { "score": 9.180413246154785, "text": "EM and any of its Affiliates (as herein defined) may at any time without giving notice to or making demand upon Buyer, set off and apply any and all sums at any time owing by EM and/or by any of its Affiliates to Buyer or any of Buyer's Affiliates, against any and all sums owing by Buyer or any of Buyer's Affiliates to EM and/or to any of its Affiliates. An Affiliate is (1) for EM: Exxon Mobil Corporation or any company in which Exxon Mobil Corporation owns or controls, directly or indirectly, 50 % or more of the voting stock and (2) for the Buyer: any company in which its ultimate holding company owns or controls, directly or indirectly, 50 % or more of the voting stock.", "probability": 0.04087821991570509 }, { "score": 8.969461441040039, "text": "Buyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C.", "probability": 0.03310371777944239 }, { "score": 7.666486740112305, "text": "Buyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C. Other products and locations may be added upon mutual agreement in writing.\n\nAny and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto.", "probability": 0.00899501823617589 }, { "score": 7.393515586853027, "text": "EM and any of its Affiliates (as herein defined) may at any time without giving notice to or making demand upon Buyer, set off and apply any and all sums at any time owing by EM and/or by any of its Affiliates to Buyer or any of Buyer's Affiliates, against any and all sums owing by Buyer or any of Buyer's Affiliates to EM and/or to any of its Affiliates.", "probability": 0.006846240993034589 }, { "score": 7.281357288360596, "text": "Buyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C. Other products and locations may be added upon mutual agreement in writing.\n\nAny and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto.\n\nAny and all sales of Product between ExxonMobil Petroleum & Chemical and Buyer Affiliates in France, Germany, Denmark, Serbia, Ireland and the United Kingdom shall be subject to the terms and conditions set forth in Attachment H hereto.", "probability": 0.006119873601839869 }, { "score": 6.495115280151367, "text": "Any and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto.", "probability": 0.002787930138918446 }, { "score": 6.324525833129883, "text": "An Affiliate is (1) for EM: Exxon Mobil Corporation or any company in which Exxon Mobil Corporation owns or controls, directly or indirectly, 50 % or more of the voting stock and (2) for the Buyer: any company in which its ultimate holding company owns or controls, directly or indirectly, 50 % or more of the voting stock", "probability": 0.002350692552159148 }, { "score": 6.158320903778076, "text": "EM and any of its Affiliates (as herein defined) may at any time without giving notice to or making demand upon Buyer, set off and apply any and all sums at any time owing by EM and/or by any of its Affiliates to Buyer or any of Buyer's Affiliates, against any and all sums owing by Buyer or any of Buyer's Affiliates to EM and/or to any of its Affiliates", "probability": 0.001990737271740365 }, { "score": 6.109986305236816, "text": "Any and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto.\n\nAny and all sales of Product between ExxonMobil Petroleum & Chemical and Buyer Affiliates in France, Germany, Denmark, Serbia, Ireland and the United Kingdom shall be subject to the terms and conditions set forth in Attachment H hereto.", "probability": 0.0018968041807869644 }, { "score": 5.537802696228027, "text": "Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer.", "probability": 0.0010703512342139655 }, { "score": 5.367607593536377, "text": "Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer.", "probability": 0.0009028415137129032 }, { "score": 5.1973185539245605, "text": "ExxonMobil Selling Affiliates participating in this Agreement are listed in Attachment B.", "probability": 0.0007614754916902921 }, { "score": 5.102553367614746, "text": "Buyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C. Other products and locations may be added upon mutual agreement in writing.", "probability": 0.0006926278218054255 }, { "score": 5.026037216186523, "text": "ExxonMobil Selling Affiliates participating in this Agreement are listed in Attachment B.", "probability": 0.0006416074382868002 }, { "score": 4.923010349273682, "text": "EM and any of its Affiliates (as herein defined) may at any time without giving notice to or making demand upon Buyer, set off and apply any and all sums at any time owing by EM and/or by any of its Affiliates to Buyer or any of Buyer's Affiliates, against any and all sums owing by Buyer or any of Buyer's Affiliates to EM and/or to any of its Affiliates. An Affiliate is (1) for EM: Exxon Mobil Corporation or any company in which Exxon Mobil Corporation owns or controls, directly or indirectly, 50 % or more of the voting stock and (2) for the Buyer: any company in which its ultimate holding company owns or controls, directly or indirectly, 50 % or more of the voting stock", "probability": 0.0005787958257989967 }, { "score": 4.916189193725586, "text": "Any and all sales of Product between ExxonMobil Petroleum & Chemical and Buyer Affiliates in France, Germany, Denmark, Serbia, Ireland and the United Kingdom shall be subject to the terms and conditions set forth in Attachment H hereto.", "probability": 0.0005748612040300694 }, { "score": 4.887413024902344, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):", "probability": 0.0005585546463308167 }, { "score": 4.865466117858887, "text": "ExxonMobil Selling Affiliates participating in this Agreement are listed in Attachment B. Buyer Affiliates participating in this Agreement are listed in Attachment C. Seller and Buyer each represent and warrant that each will cause its respective affiliates, so listed, to become bound to the terms of this Agreement.\n\nQUALITY\n\nProduct shall conform to ExxonMobil Selling Affiliates' standard sales specifications as of the date of shipment.\n\nSellers agrees to support the creation of purchasing specifications for Products by Buyer and agrees to supply Products in accordance to those purchasing specifications.", "probability": 0.0005464296393105562 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.231992721557617, "probability": 0.8231008624849242 }, { "score": 10.34224796295166, "text": "An Affiliate is (1) for EM: Exxon Mobil Corporation or any company in which Exxon Mobil Corporation owns or controls, directly or indirectly, 50 % or more of the voting stock and (2) for the Buyer: any company in which its ultimate holding company owns or controls, directly or indirectly, 50 % or more of the voting stock.", "probability": 0.12437907878864428 }, { "score": 8.660670280456543, "text": "Buyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C.", "probability": 0.023144479989611593 }, { "score": 7.280194282531738, "text": "Buyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C. Other products and locations may be added upon mutual agreement in writing.\n\nAny and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto.", "probability": 0.005819883875037971 }, { "score": 6.879408836364746, "text": "For Product sold and/or sourced by ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. that is shipped overseas to a non-U.S. location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. to Buyer Affiliates at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ).", "probability": 0.003898121859423958 }, { "score": 6.364509105682373, "text": "ExxonMobil Selling Affiliates participating in this Agreement are listed in Attachment B.", "probability": 0.0023293636808977072 }, { "score": 6.252070426940918, "text": "An Affiliate is (1) for EM: Exxon Mobil Corporation or any company in which Exxon Mobil Corporation owns or controls, directly or indirectly, 50 % or more of the voting stock and (2) for the Buyer: any company in which its ultimate holding company owns or controls, directly or indirectly, 50 % or more of the voting stock", "probability": 0.0020816408506242035 }, { "score": 6.228015899658203, "text": "Any and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto.", "probability": 0.0020321654038341136 }, { "score": 6.018791198730469, "text": "ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"Seller\"),on behalf of itself and in the interest of the ExxonMobil affiliates listed on Attachment B (each an \"ExxonMobil Selling Affiliate\" or \"EMCC/A\" or collectively, \"ExxonMobil Selling Affiliates\"), and West Pharmaceutical Services, Inc. (\"Buyer\"), on behalf of itself and the Buyer affiliates listed on Attachment C (each a \"Buyer Affiliate\" or \"West/A\" or collectively, \"Buyer Affiliates\").", "probability": 0.001648518861372437 }, { "score": 5.937026023864746, "text": "West Pharmaceutical Services, Inc. (\"Buyer\"), on behalf of itself and the Buyer affiliates listed on Attachment C (each a \"Buyer Affiliate\" or \"West/A\" or collectively, \"Buyer Affiliates\").", "probability": 0.0015190908792039309 }, { "score": 5.846207618713379, "text": "Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer.", "probability": 0.0013872087642729047 }, { "score": 5.803314685821533, "text": "EM and any of its Affiliates (as herein defined) may at any time without giving notice to or making demand upon Buyer, set off and apply any and all sums at any time owing by EM and/or by any of its Affiliates to Buyer or any of Buyer's Affiliates, against any and all sums owing by Buyer or any of Buyer's Affiliates to EM and/or to any of its Affiliates", "probability": 0.001328965356558454 }, { "score": 5.69407844543457, "text": "For Product sold by ExxonMobil Chemical Company that is transported by land to Mexico, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company to Buyer Affiliates at the frontier between Laredo, Texas, U.S.A. and Mexico (not unloaded), but prior to the customs border of Mexico.\n\nLOCATIONS OF SUPPLY\n\nBuyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C.", "probability": 0.0011914421590211368 }, { "score": 5.589877128601074, "text": "Any and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto.\n\nAny and all sales of Product between ExxonMobil Petroleum & Chemical and Buyer Affiliates in France, Germany, Denmark, Serbia, Ireland and the United Kingdom shall be subject to the terms and conditions set forth in Attachment H hereto.\n\nAny and all sales of Product between ExxonMobil Chemical Asia Pacific and Buyer Affiliates in Singapore, China and India shall be subject to the terms and conditions set forth in Attachment G hereto.\n\nBuyer/Buyer Affiliates are responsible for the Product and returnable crates in their custody at the sales value of the Product and the replacement value of the metal crates, respectively. The terms relating to the use and return of metal crates are set out in Attachment F.\n\nAFFILIATES\n\nExxonMobil Selling Affiliates participating in this Agreement are listed in Attachment B.", "probability": 0.0010735416703583245 }, { "score": 5.566769599914551, "text": "Any and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto.", "probability": 0.0010490191934876584 }, { "score": 5.4604692459106445, "text": "Buyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C. Other products and locations may be added upon mutual agreement in writing.", "probability": 0.0009432303733584247 }, { "score": 5.40403938293457, "text": "EM and any of its Affiliates (as herein defined) may at any time without giving notice to or making demand upon Buyer, set off and apply any and all sums at any time owing by EM and/or by any of its Affiliates to Buyer or any of Buyer's Affiliates, against any and all sums owing by Buyer or any of Buyer's Affiliates to EM and/or to any of its Affiliates.", "probability": 0.0008914779364356195 }, { "score": 5.331780910491943, "text": "Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer.", "probability": 0.0008293333752586664 }, { "score": 5.130528450012207, "text": "Any and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto.\n\nAny and all sales of Product between ExxonMobil Petroleum & Chemical and Buyer Affiliates in France, Germany, Denmark, Serbia, Ireland and the United Kingdom shall be subject to the terms and conditions set forth in Attachment H hereto.", "probability": 0.0006781508496245257 }, { "score": 5.125017166137695, "text": "ExxonMobil Selling Affiliates participating in this Agreement are listed in Attachment B. Buyer Affiliates participating in this Agreement are listed in Attachment C.", "probability": 0.000674423648049713 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.76397705078125, "probability": 0.9976462085926445 }, { "score": 5.263422012329102, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 0.0014990681393139995 }, { "score": 4.250842094421387, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year,", "probability": 0.0005445822765187305 }, { "score": 2.5787765979766846, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:", "probability": 0.00010230448761817101 }, { "score": 1.8672372102737427, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n\u2022 Elastomeric components for pharmaceutical packaging and containment solutions, including stoppers, seals, plungers, and syringe components.", "probability": 5.022004006544958e-05 }, { "score": 1.649350881576538, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request", "probability": 4.038780257135845e-05 }, { "score": 1.594709873199463, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 3.824018073300405e-05 }, { "score": 0.7489943504333496, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.\n\nBuyer Affiliates shall issue a purchase order(s), or call off order(s) when purchasing Product from ExxonMobil Selling Affiliates in writing pursuant to this Contract (\"Purchase Order\"). Such Purchase Order(s) shall specify (a) the quantity of Product, and (b) general date of delivery. All Purchase Orders agreed to be filled by an ExxonMobil Selling affiliate shall be deemed to be a separate agreement between the relevant ExxonMobil Selling Affiliate and the relevant Buyer Affiliate, incorporating the terms of this Contract. Notwithstanding anything to the contrary in the attachments ExxonMobil and the ExxonMobil Selling Affiliates shall not unreasonably reject any Purchase Order that otherwise complies with the terms of this Agreement.\n\nPurchase Order(s), order acknowledgements and similar form documents evidencing the purchase or sale of Products, including any terms and conditions contained or referenced therein, shall not supersede, add to or amend in any way this Contract. In the event of any conflict between the terms of this Contract and the terms of any Purchase Order, order acknowledgement or similar document the terms of this Contract shall prevail.\n\n[*****]", "probability": 1.6414601788976306e-05 }, { "score": 0.5283145904541016, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year", "probability": 1.316407504326856e-05 }, { "score": 0.5264854431152344, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however,", "probability": 1.314001801906288e-05 }, { "score": 0.07005977630615234, "text": "Buy", "probability": 8.324780902983198e-06 }, { "score": -0.34852123260498047, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.\n\nBuyer Affiliates shall issue a purchase order(s), or call off order(s) when purchasing Product from ExxonMobil Selling Affiliates in writing pursuant to this Contract (\"Purchase Order\"). Such Purchase Order(s) shall specify (a) the quantity of Product, and (b) general date of delivery. All Purchase Orders agreed to be filled by an ExxonMobil Selling affiliate shall be deemed to be a separate agreement between the relevant ExxonMobil Selling Affiliate and the relevant Buyer Affiliate, incorporating the terms of this Contract.", "probability": 5.477537883406115e-06 }, { "score": -0.46646928787231445, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however", "probability": 4.868119161610876e-06 }, { "score": -0.7014029026031494, "text": "Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above. Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 3.848848600058171e-06 }, { "score": -0.980938732624054, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above. Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 2.9102477314138287e-06 }, { "score": -1.0050020217895508, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "probability": 2.8410534584421124e-06 }, { "score": -1.2682785987854004, "text": "Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n\u2022 Elastomeric components for pharmaceutical packaging and containment solutions, including stoppers, seals, plungers, and syringe components.", "probability": 2.183432855187129e-06 }, { "score": -1.3040711879730225, "text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above.", "probability": 2.1066642098531593e-06 }, { "score": -1.3439159393310547, "text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.\n\nBuyer Affiliates shall issue a purchase order(s), or call off order(s) when purchasing Product from ExxonMobil Selling Affiliates in writing pursuant to this Contract (\"Purchase Order\"). Such Purchase Order(s) shall specify (a) the quantity of Product, and (b) general date of delivery. All Purchase Orders agreed to be filled by an ExxonMobil Selling affiliate shall be deemed to be a separate agreement between the relevant ExxonMobil Selling Affiliate and the relevant Buyer Affiliate, incorporating the terms of this Contract. Notwithstanding anything to the contrary in the attachments ExxonMobil and the ExxonMobil Selling Affiliates shall not unreasonably reject any Purchase Order that otherwise complies with the terms of this Agreement.", "probability": 2.024374981739215e-06 }, { "score": -1.527574062347412, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 1.6847258982441188e-06 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.056645393371582, "probability": 0.9999144221659605 }, { "score": 2.633394718170166, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 8.081594630110981e-05 }, { "score": -1.3260740041732788, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:", "probability": 1.5414223266649862e-06 }, { "score": -2.0597758293151855, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n\u2022 Elastomeric components for pharmaceutical packaging and containment solutions, including stoppers, seals, plungers, and syringe components.", "probability": 7.400805508421554e-07 }, { "score": -2.6755661964416504, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment", "probability": 3.998016965832247e-07 }, { "score": -2.9264774322509766, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 3.110822758699407e-07 }, { "score": -2.952308177947998, "text": "used", "probability": 3.0314968218166577e-07 }, { "score": -3.5496978759765625, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 1.6680692170603303e-07 }, { "score": -3.6606545448303223, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of product purchased hereunder in any medical application.", "probability": 1.492884465236592e-07 }, { "score": -3.8324484825134277, "text": ".", "probability": 1.2572366700867706e-07 }, { "score": -3.8587067127227783, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. As used above, \"Change of Control\" means any of the following:", "probability": 1.2246535202382832e-07 }, { "score": -3.936023712158203, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of product purchased hereunder in any medical application.\n\nLIMITATION OF CLAIMS Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible. Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.\n\nSubject to the Clauses on Quantity, Transfer of Risk and Title Transfer, Buyer shall inspect and test product delivered hereunder for damage, defect or shortage immediately upon receipt and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt.", "probability": 1.1335348816948627e-07 }, { "score": -3.947566032409668, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 1.1205264770803861e-07 }, { "score": -3.9520692825317383, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 1.1154918107747917e-07 }, { "score": -3.9856505393981934, "text": "Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:", "probability": 1.0786541824282207e-07 }, { "score": -4.070939064025879, "text": "Neither party shall unreasonably request such renegotiation", "probability": 9.904713005875156e-08 }, { "score": -4.094027519226074, "text": "resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 9.678648268547273e-08 }, { "score": -4.140369415283203, "text": "or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment.", "probability": 9.240355452523872e-08 }, { "score": -4.19713020324707, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of product purchased hereunder in any medical application.\n\nLIMITATION OF CLAIMS Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible.", "probability": 8.730473143780404e-08 }, { "score": -4.263429641723633, "text": "used or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment. Further", "probability": 8.17041846577333e-08 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Source Code Escrow": [ { "text": "", "score": 12.247989654541016, "probability": 0.9999252534444987 }, { "score": 1.9399460554122925, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 3.3361155343387054e-05 }, { "score": 0.755687952041626, "text": "resulting from its failure to do so directly to the common carrier upon receipt of invoice therefor.", "probability": 1.020761597729523e-05 }, { "score": 0.6836543083190918, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 9.49818247985782e-06 }, { "score": 0.0532689094543457, "text": "resulting from its failure to do so directly to the common carrier upon receipt of invoice therefor.", "probability": 5.056704889325716e-06 }, { "score": -0.1274045705795288, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. As used above, \"Change of Control\" means any of the following:", "probability": 4.220871331927358e-06 }, { "score": -0.6525976657867432, "text": "resulting from its failure to do so directly to the common carrier upon receipt of invoice therefor. Buyer shall pay Seller's daily charges for trip-leased tank cars for tank cars held longer than seven (7) days from constructive placement.", "probability": 2.4963969898666607e-06 }, { "score": -0.6578333377838135, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;", "probability": 2.483360830360088e-06 }, { "score": -1.378188967704773, "text": "resulting from its failure to do so directly to the common carrier upon receipt of invoice therefor. Buyer shall pay Seller's daily charges for trip-leased tank cars for tank cars held longer than seven (7) days from constructive placement.", "probability": 1.2083516841057184e-06 }, { "score": -1.6695566177368164, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 9.029298052263331e-07 }, { "score": -1.7545604705810547, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right:", "probability": 8.293489226942284e-07 }, { "score": -1.9754409790039062, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.", "probability": 6.649823201436779e-07 }, { "score": -2.1385574340820312, "text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.\n\nPromptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer shall notify Seller, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation. If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice.", "probability": 5.648973306521283e-07 }, { "score": -2.1466214656829834, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:", "probability": 5.603602986973633e-07 }, { "score": -2.212721586227417, "text": "As used above, \"Change of Control\" means any of the following:", "probability": 5.24518053072229e-07 }, { "score": -2.2481398582458496, "text": "As used above, \"Change of Control\" means any of the following:", "probability": 5.062656719148233e-07 }, { "score": -2.3547444343566895, "text": "Buyer shall unload railroad cars, trucks and barges furnished by Seller within the free time specified by tariffs or time periods on file with applicable regulatory bodies, or promptly after receipt if no such tariffs or time periods are on file, and pay any charges\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nresulting from its failure to do so directly to the common carrier upon receipt of invoice therefor.", "probability": 4.5507261457936314e-07 }, { "score": -2.407172203063965, "text": "Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties:", "probability": 4.318288071642912e-07 }, { "score": -2.5013537406921387, "text": "then the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 3.930149659194217e-07 }, { "score": -2.5331971645355225, "text": "Together with such notification, the Affected Party will supply the other party with sufficient information to allow that other party to reasonably assess the impact that such Change of Control may have on it and/or its Affiliates, on the Affected Party's creditworthiness, and on the Affected Party's ability to perform its obligations under this Agreement. In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 3.8069718478425935e-07 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Post-Termination Services": [ { "text": "", "score": 12.37236213684082, "probability": 0.9975688868413664 }, { "score": 5.6042304039001465, "text": "Regardless of the occurrence or non-occurrence of any of the circumstances set forth above, if for any reason, supplies of or distribution logistics of the Product deliverable under this Agreement or of the feedstock from which the Product is directly or indirectly derived from any of EM's then existing sources of supply are curtailed or cut off, or otherwise inadequate to meet EM's own requirements and its obligations to its customers, EM shall have the option during such period of curtailment, or cessation to apportion fairly among its customers including EM's Affiliates and whether under contract or not, such Product as may be received in the ordinary course of business or manufactured at EM then existing sources.", "probability": 0.0011470454619955488 }, { "score": 4.187041759490967, "text": "For domestic U.S. sales, where Buyer chooses to subsequently export the Product, Buyer shall comply with all applicable laws relating to export controls and economic sanctions, including, but not limited to, those maintained by the US Department of the Treasury (Office of Foreign Assets Controls) and the US Department of Commerce (Bureau of Industry and Security).", "probability": 0.00027803753081268696 }, { "score": 3.7019553184509277, "text": "Title to the product shall transfer from EM to Buyer simultaneously with the transfer of risks as per Incoterms.", "probability": 0.00017117213138005062 }, { "score": 3.699228286743164, "text": "Buyer/Buyer Affiliates is responsible for the Metal Crates in their custody at the replacement value of the Metal Crates.", "probability": 0.00017070597545018102 }, { "score": 3.609065532684326, "text": "Regardless of the occurrence or non-occurrence of any of the circumstances set forth above, if for any reason, supplies of or distribution logistics of the Product deliverable under this Agreement or of the feedstock from which the Product is directly or indirectly derived from any of EM's then existing sources of supply are curtailed or cut off, or otherwise inadequate to meet EM's own requirements and its obligations to its customers, EM shall have the option during such period of curtailment, or cessation to apportion fairly among its customers including EM's Affiliates and whether under contract or not, such Product as may be received in the ordinary course of business or manufactured at EM then existing sources", "probability": 0.00015598812470955038 }, { "score": 3.133610963821411, "text": "Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. As used above, \"Change of Control\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least fifty percent (50%) of the equity interest in a party (or of at least fifty percent (50%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in a party (\"Party's Parent\")) to a single transferee or multiple transferees under common control; (ii) any transaction that would result in a Party's (or Party's Parent's) merging with one or more other entities.", "probability": 9.696259754581255e-05 }, { "score": 3.0220625400543213, "text": "As used above, \"Change of Control\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least fifty percent (50%) of the equity interest in a party (or of at least fifty percent (50%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in a party (\"Party's Parent\")) to a single transferee or multiple transferees under common control; (ii) any transaction that would result in a Party's (or Party's Parent's) merging with one or more other entities.", "probability": 8.672800899423705e-05 }, { "score": 2.5624303817749023, "text": "Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. As used above, \"Change of Control\" means any of the following:", "probability": 5.4770116714457745e-05 }, { "score": 2.4508819580078125, "text": "As used above, \"Change of Control\" means any of the following:", "probability": 4.898902561663111e-05 }, { "score": 2.2927701473236084, "text": "For Product sold and/or sourced from the US that is shipped overseas to a non-US location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or any other ExxonMobil Seller to Buyer at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ).", "probability": 4.182459214389716e-05 }, { "score": 2.2501378059387207, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:", "probability": 4.007898587552566e-05 }, { "score": 2.166130542755127, "text": "Title to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:", "probability": 3.684960468013719e-05 }, { "score": 2.0752339363098145, "text": "Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination.", "probability": 3.364782050052554e-05 }, { "score": 1.2836861610412598, "text": "Unless otherwise specified in Attachment E of the Agreement, Payment for Product shall be made in U.S. Dollars and shall be due, in good funds in Seller's account, no later than thirty (30) days after the date of shipment.", "probability": 1.5247270585762906e-05 }, { "score": 1.1223790645599365, "text": "Regardless, however, of the occurrence or nonoccurrence of any such circumstances, if for any reason supplies of or distribution logistics for Product, or feedstock for making Product, from any of Seller's existing sources are curtailed or are inadequate to meet Seller's own requirements and/or its obligations to its customers, Seller's obligation to deliver Product during such period shall be reduced to the extent necessary, in Seller's sole judgment, to apportion fairly among Seller's own requirements and its customers (whether under contract or not) such Product as received and as may be available in the ordinary and usual course of Seller's business from any existing sources of supply at the location(s) from which deliveries like those covered hereby are normally shipped. Seller shall not be obligated to purchase or obtain Product, or feedstock to make Product, to replace deliveries omitted or curtailed under this paragraph.\n\n14. INTENTIONALLY OMITTED\n\n15. EXPORT COMPLIANCE The transaction(s) specified herein, unless otherwise indicated, constitute domestic sales within the United States. For domestic U.S. sales, where Buyer chooses to subsequently export the Product, Buyer shall comply with all applicable laws relating to export controls and economic sanctions, including, but not limited to, those maintained by the US Department of the Treasury (Office of Foreign Assets Controls) and the US Department of Commerce (Bureau of Industry and Security).", "probability": 1.2975895092030857e-05 }, { "score": 0.974631667137146, "text": "As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nin Buyer (or of at least twenty-five percent 25%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "probability": 1.1193642857533102e-05 }, { "score": 0.8670788407325745, "text": "In accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:", "probability": 1.0052216814551054e-05 }, { "score": 0.8063039779663086, "text": "Affiliates shall not be obligated to purchase or obtain Product, or feedstock to make Product, to replace deliveries omitted or curtailed under this paragraph.", "probability": 9.459488633782862e-06 }, { "score": 0.7983629703521729, "text": "Buyer/Buyer Affiliates is responsible for the Metal Crates in their custody at the replacement value of the Metal Crates", "probability": 9.384668230391e-06 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Audit Rights": [ { "score": 13.375174522399902, "text": "On request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced.", "probability": 0.37269950018181264 }, { "score": 12.720582962036133, "text": "On request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced. The frequency of such audits shall not exceed one audit per site within three years", "probability": 0.1936748854468542 }, { "score": 12.400266647338867, "text": "The frequency of such audits shall not exceed one audit per site within three years", "probability": 0.14059235311075374 }, { "text": "", "score": 12.267932891845703, "probability": 0.12316572852651672 }, { "score": 12.183889389038086, "text": "The frequency of such audits shall not exceed one audit per site within three years", "probability": 0.1132374942309276 }, { "score": 10.027162551879883, "text": "Any claim must be accompanied by documents as required by Seller, including but not limited to a certified weigh scale ticket or an independent surveyor report, and Seller shall have an opportunity to an independent assessment.", "probability": 0.013101942411344956 }, { "score": 10.010136604309082, "text": "On request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced", "probability": 0.012880757709455246 }, { "score": 9.934086799621582, "text": "On request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced. The frequency of such audits shall not exceed one audit per site within three years\n", "probability": 0.01193750043960313 }, { "score": 9.42501449584961, "text": "Buyer shall inspect and test Product delivered hereunder for damage, defect or shortage immediately upon receipt at Buyer's plant or such other location as determined by Buyer and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt.", "probability": 0.007175069434350603 }, { "score": 9.397393226623535, "text": "The frequency of such audits shall not exceed one audit per site within three years\n", "probability": 0.006979596936600185 }, { "score": 7.705273628234863, "text": "Buyer shall inspect and test Product delivered hereunder for damage, defect or shortage immediately upon receipt at Buyer's plant or such other location as determined by Buyer and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt.", "probability": 0.0012851450241574104 }, { "score": 7.189026832580566, "text": "Subject to the Clauses on Quantity, Transfer of Risk and Title Transfer, Buyer shall inspect and test product delivered hereunder for damage, defect or shortage immediately upon receipt and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt. Any claim must be accompanied by documents as required by Seller, including but not limited to a certified weigh scale ticket or an independent surveyor report, and Seller shall have an opportunity to an independent assessment.", "probability": 0.0007669181295788638 }, { "score": 6.958918571472168, "text": "Buyer shall inspect and test Product delivered hereunder for damage, defect or shortage immediately upon receipt at Buyer's plant or such other location as determined by Buyer and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt", "probability": 0.0006092762598255737 }, { "score": 6.752265453338623, "text": "Any claim must be accompanied by documents as required by Seller, including but not limited to a certified weigh scale ticket or an independent surveyor report, and Seller shall have an opportunity to an independent assessment.", "probability": 0.0004955254304862226 }, { "score": 6.368353843688965, "text": "Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced.", "probability": 0.00033754777831865605 }, { "score": 6.314605712890625, "text": "AUDIT\n\nOn request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced.", "probability": 0.00031988416148025304 }, { "score": 5.895147800445557, "text": "er is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced. The frequency of such audits shall not exceed one audit per site within three years", "probability": 0.00021029283724713897 }, { "score": 5.776435852050781, "text": "The parties agree to explore the reuse/recycling of articles, manufacturing trim and scrap Buyer produces from Products purchased from Seller.\n\nAUDIT\n\nOn request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced.", "probability": 0.00018675340822432403 }, { "score": 5.713762283325195, "text": "Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced. The frequency of such audits shall not exceed one audit per site within three years", "probability": 0.00017540814320066015 }, { "score": 5.673110008239746, "text": "On", "probability": 0.0001684203992620951 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Uncapped Liability": [ { "score": 14.41262435913086, "text": "In no event shall either party be responsible for any special, punitive, or consequential damages whatsoever.", "probability": 0.20168395888050006 }, { "score": 13.83741569519043, "text": "In no event shall either party be responsible for any special, punitive, or consequential damages whatsoever.", "probability": 0.11346486712570616 }, { "score": 13.80598258972168, "text": "Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.", "probability": 0.10995378518094392 }, { "score": 13.330342292785645, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE.", "probability": 0.06833484730148617 }, { "score": 13.309779167175293, "text": "Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.", "probability": 0.06694401815813512 }, { "score": 13.248147964477539, "text": "EM's maximum liability for all claims for any reason is the sales price of the product involved and EM shall not be liable for indirect or consequential damage.", "probability": 0.0629427458747968 }, { "score": 13.164463996887207, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.", "probability": 0.05788982007046142 }, { "score": 12.964040756225586, "text": "IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.", "probability": 0.04737612023745954 }, { "score": 12.899953842163086, "text": "Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible. Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.", "probability": 0.04443517543165362 }, { "score": 12.826305389404297, "text": "Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible.", "probability": 0.041280199023814614 }, { "score": 12.636743545532227, "text": "EM's maximum liability for all claims for any reason is the sales price of the product involved and EM shall not be liable for indirect or consequential damage.", "probability": 0.03415199826327837 }, { "score": 12.619779586791992, "text": "IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.", "probability": 0.03357753156493406 }, { "text": "", "score": 12.391134262084961, "probability": 0.026714642281758103 }, { "score": 12.293998718261719, "text": "Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.\n\nSubject to the Clauses on Quantity, Transfer of Risk and Title Transfer, Buyer shall inspect and test product delivered hereunder for damage, defect or shortage immediately upon receipt and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt. Any claim must be accompanied by documents as required by Seller, including but not limited to a certified weigh scale ticket or an independent surveyor report, and Seller shall have an opportunity to an independent assessment. All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives complete written details of such claim not later than [*****] after Buyer's receipt of product as to which such claim is made.", "probability": 0.02424174801260743 }, { "score": 12.09701156616211, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.", "probability": 0.01990735216911364 }, { "score": 11.552328109741211, "text": "IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.", "probability": 0.01154676906048752 }, { "score": 11.487471580505371, "text": "All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives written notice of such claim not later than one hundred fifty (150) days after Buyer's receipt of Product as to which such claim is made.", "probability": 0.01082165407332472 }, { "score": 11.39802074432373, "text": "All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives complete written details of such claim not later than [*****] after Buyer's receipt of product as to which such claim is made.", "probability": 0.009895679991337256 }, { "score": 11.314874649047852, "text": "IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.", "probability": 0.009106169966951953 }, { "score": 10.851798057556152, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE", "probability": 0.00573091733124951 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Cap On Liability": [ { "score": 13.95612621307373, "text": "Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.", "probability": 0.1307680610687033 }, { "score": 13.872163772583008, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.", "probability": 0.12023675859436282 }, { "score": 13.741931915283203, "text": "Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible.", "probability": 0.10555487184542268 }, { "score": 13.731407165527344, "text": "Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible. Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.", "probability": 0.1044497589531862 }, { "score": 13.578218460083008, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.", "probability": 0.0896145302483397 }, { "score": 13.320486068725586, "text": "EM's maximum liability for all claims for any reason is the sales price of the product involved and EM shall not be liable for indirect or consequential damage.", "probability": 0.0692542893641583 }, { "score": 13.255385398864746, "text": "In no event shall either party be responsible for any special, punitive, or consequential damages whatsoever.", "probability": 0.06488940852593089 }, { "score": 13.212991714477539, "text": "IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.", "probability": 0.062196002499176235 }, { "score": 13.198104858398438, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE.", "probability": 0.06127695738053407 }, { "score": 12.967988967895508, "text": "Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.", "probability": 0.04868095971017499 }, { "score": 12.919046401977539, "text": "IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.", "probability": 0.046355753535338204 }, { "text": "", "score": 12.213571548461914, "probability": 0.022893901456787782 }, { "score": 11.948392868041992, "text": "All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives complete written details of such claim not later than [*****] after Buyer's receipt of product as to which such claim is made.", "probability": 0.017561199292992293 }, { "score": 11.825422286987305, "text": "All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives written notice of such claim not later than one hundred fifty (150) days after Buyer's receipt of Product as to which such claim is made.", "probability": 0.015529187251372367 }, { "score": 11.219072341918945, "text": "BUYER ASSUMES FULL RESPONSIBILITY FOR USE AND CONDITION OF CARS, TRUCKS AND BARGES WHILE IN BUYER'S POSSESSION AND AGREES TO (1) COMPENSATE SELLER FOR LOSS OR DAMAGE TO SELLER'S PROPERTY AND (2) INDEMNIFY AND SAVE SELLER HARMLESS FROM ANY LOSS OR DAMAGE TO PROPERTY OTHER THAN SELLER'S AND FROM ANY INJURIES TO PERSONS RELATING IN ANY WAY TO THE USE OF SUCH CAR(S), TRUCK(S) AND BARGE(S) WHILE SUCH ARE IN BUYER'S POSSESSION.", "probability": 0.008468652089445415 }, { "score": 11.120011329650879, "text": "All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives written notice of such claim not later than one hundred fifty (150) days after Buyer's receipt of Product as to which such claim is made. Defective or nonconforming Product shall be replaced by Seller without additional charge, or in lieu thereof, at Seller's option, Seller may refund the purchase price upon return of such Product at Seller's expense and such refund or replacement shall constitute Buyer's sole and exclusive remedy.", "probability": 0.007669951901366134 }, { "score": 11.066699981689453, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE", "probability": 0.007271764678357546 }, { "score": 11.016131401062012, "text": "Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible", "probability": 0.006913184709526329 }, { "score": 10.752074241638184, "text": "EM's maximum liability for all claims for any reason is the sales price of the product involved and EM shall not be liable for indirect or consequential damage. Claims by Buyer are waived unless made in writing within 150 days from date of (non-) delivery.", "probability": 0.005308839472797407 }, { "score": 10.71311092376709, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES", "probability": 0.005105967422027098 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Liquidated Damages": [ { "score": 12.83261775970459, "text": "In no event shall either party be responsible for any special, punitive, or consequential damages whatsoever.", "probability": 0.3491036358556606 }, { "score": 12.727022171020508, "text": "In no event shall either party be responsible for any special, punitive, or consequential damages whatsoever.", "probability": 0.31411942258712716 }, { "text": "", "score": 12.144468307495117, "probability": 0.17542636404857032 }, { "score": 11.038951873779297, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE.", "probability": 0.05807312214127925 }, { "score": 10.377679824829102, "text": "EM's maximum liability for all claims for any reason is the sales price of the product involved and EM shall not be liable for indirect or consequential damage.", "probability": 0.029977014184078624 }, { "score": 10.303215980529785, "text": "IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.", "probability": 0.027825894662165323 }, { "score": 9.511737823486328, "text": "Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.", "probability": 0.012609984146742819 }, { "score": 9.161126136779785, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.", "probability": 0.008880671789135207 }, { "score": 8.765556335449219, "text": "EM's maximum liability for all claims for any reason is the sales price of the product involved and EM shall not be liable for indirect or consequential damage.", "probability": 0.005979323322227553 }, { "score": 8.461665153503418, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE", "probability": 0.004412388808768175 }, { "score": 8.225690841674805, "text": "In no event shall either party be responsible for any special, punitive, or consequential damages whatsoever", "probability": 0.003484908926830461 }, { "score": 7.745321273803711, "text": "In no event shall either party be responsible for any special, punitive, or consequential damages whatsoever", "probability": 0.002155606975573794 }, { "score": 7.599529266357422, "text": "Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.", "probability": 0.0018631718585550533 }, { "score": 7.475259780883789, "text": "IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES", "probability": 0.0016454449766752403 }, { "score": 6.896991729736328, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.", "probability": 0.0009228789504963491 }, { "score": 6.880763053894043, "text": "Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible. Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.", "probability": 0.0009080227216834483 }, { "score": 6.768408298492432, "text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES", "probability": 0.0008115245562092887 }, { "score": 6.705522060394287, "text": "Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible.", "probability": 0.0007620623745252092 }, { "score": 6.41359806060791, "text": "A Metal Crate shall be deemed to have been damaged beyond repair if the documented repair costs to restore the damaged Metal Crate to fit-for-fill condition would exceed $[*****].", "probability": 0.0005691274559091907 }, { "score": 6.221012115478516, "text": "IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.", "probability": 0.00046942965778669707 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Warranty Duration": [ { "score": 13.425006866455078, "text": "Subject to the Clauses on Quantity, Transfer of Risk and Title Transfer, Buyer shall inspect and test product delivered hereunder for damage, defect or shortage immediately upon receipt and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt.", "probability": 0.3048540893781262 }, { "score": 12.997688293457031, "text": "Subject to the Clauses on Quantity, Transfer of Risk and Title Transfer, Buyer shall inspect and test product delivered hereunder for damage, defect or shortage immediately upon receipt and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt.", "probability": 0.19884282602040163 }, { "score": 12.938671112060547, "text": "Buyer shall inspect and test Product delivered hereunder for damage, defect or shortage immediately upon receipt at Buyer's plant or such other location as determined by Buyer and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt.", "probability": 0.18744725745444246 }, { "score": 12.08323860168457, "text": "For each Metal Crate not received back at Global Pallet Services Limited (GPS) and where a physical inventory determines that such Metal Crate is not in the custody of Buyer/Buyer Affiliates, Buyer/Affiliates will have 30 days from end of the calendar year to reimburse ExxonMobil as stated below.", "probability": 0.07968369633028795 }, { "text": "", "score": 11.946165084838867, "probability": 0.06947670281236701 }, { "score": 11.184307098388672, "text": "Claims by Buyer are waived unless made in writing within 150 days from date of (non-) delivery.", "probability": 0.03243160786323757 }, { "score": 10.90866470336914, "text": "For each Metal Crate not received back at Global Pallet Services Limited (GPS) and where a physical inventory determines that such Metal Crate is not in the custody of Buyer/Buyer Affiliates, Buyer/Affiliates will have 30 days from end of the calendar year to reimburse ExxonMobil as stated below.", "probability": 0.0246183254738785 }, { "score": 10.583453178405762, "text": "Subject to the Clauses on Quantity, Transfer of Risk and Title Transfer, Buyer shall inspect and test product delivered hereunder for damage, defect or shortage immediately upon receipt and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt", "probability": 0.01778365147164104 }, { "score": 10.504847526550293, "text": "Buyer shall inspect and test Product delivered hereunder for damage, defect or shortage immediately upon receipt at Buyer's plant or such other location as determined by Buyer and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt. Any claims for shortages must be supported by certified railroad scale tickets (or similar documents if shipments were not by rail) and Seller shall have an opportunity to have an independent weighing. All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives written notice of such claim not later than one hundred fifty (150) days after Buyer's receipt of Product as to which such claim is made.", "probability": 0.016439285485869308 }, { "score": 9.998746871948242, "text": "For each Metal Crate not received back at Global Pallet Services Limited (GPS) and where a physical inventory determines that such Metal Crate is not in the custody of Buyer/Buyer Affiliates, Buyer/Affiliates will have 30 days from end of the calendar year to reimburse ExxonMobil as stated below.\n\nFor the purposes of this agreement, a Metal Crate is considered to be in undamaged condition if the base and all four sides are in working condition. Buyer/Buyer Affiliates agrees to pay for all repairs for damage to any Metal Crate, or to pay the replacement charge of $[*****] per Metal Crate for any Metal Crate that is either permanently lost or damaged beyond repair while in the custody of Buyer/Buyer Affiliates, and a replacement charge ($[*****] per door) for any removable door missing from Metal Crates collected at Buyer's /Buyer Affiliates' location. A Metal Crate shall be deemed to have been damaged beyond repair if the documented repair costs to restore the damaged Metal Crate to fit-for-fill condition would exceed $[*****].", "probability": 0.009910286639097458 }, { "score": 9.982565879821777, "text": "Buyer shall inspect and test Product delivered hereunder for damage, defect or shortage immediately upon receipt at Buyer's plant or such other location as determined by Buyer and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt", "probability": 0.009751218777566925 }, { "score": 9.836780548095703, "text": "Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of product purchased hereunder in any medical application.\n\nLIMITATION OF CLAIMS Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible. Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.\n\nSubject to the Clauses on Quantity, Transfer of Risk and Title Transfer, Buyer shall inspect and test product delivered hereunder for damage, defect or shortage immediately upon receipt and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt.", "probability": 0.008428399937952993 }, { "score": 9.816848754882812, "text": "INSPECTION AND LIMITATION OF LIABILITY Buyer shall inspect and test Product delivered hereunder for damage, defect or shortage immediately upon receipt at Buyer's plant or such other location as determined by Buyer and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt.", "probability": 0.008262069947308418 }, { "score": 9.520713806152344, "text": "Seller shall not be obligated by this Agreement unless Buyer executes and returns this Agreement to Seller no later than thirty (30) days from the date Seller signs below.", "probability": 0.006144394522040308 }, { "score": 9.391765594482422, "text": "A Metal Crate shall be deemed to have been damaged beyond repair if the documented repair costs to restore the damaged Metal Crate to fit-for-fill condition would exceed $[*****].", "probability": 0.005401042522644499 }, { "score": 9.345317840576172, "text": "Subject to the Clauses on Quantity, Transfer of Risk and Title Transfer, Buyer shall inspect and test product delivered hereunder for damage, defect or shortage immediately upon receipt and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt", "probability": 0.005155913151532944 }, { "score": 9.260578155517578, "text": "Unless otherwise specified in Attachment E of the Agreement, Payment for Product shall be made in U.S. Dollars and shall be due, in good funds in Seller's account, no later than thirty (30) days after the date of shipment.", "probability": 0.004737002519038344 }, { "score": 9.169447898864746, "text": "For each Metal Crate not received back at Global Pallet Services Limited (GPS) and where a physical inventory determines that such Metal Crate is not in the custody of Buyer/Buyer Affiliates, Buyer/Affiliates will have 30 days from end of the calendar year to reimburse ExxonMobil as stated below.\n\nFor the purposes of this agreement, a Metal Crate is considered to be in undamaged condition if the base and all four sides are in working condition.", "probability": 0.00432440387739465 }, { "score": 8.853970527648926, "text": "Seller shall not be obligated by this Agreement unless Buyer executes and returns this Agreement to Seller no later than thirty (30) days from the date Seller signs below.", "probability": 0.003154395660402792 }, { "score": 8.85366439819336, "text": "A Metal Crate shall be deemed to have been damaged beyond repair if the documented repair costs to restore the damaged Metal Crate to fit-for-fill condition would exceed $[*****].", "probability": 0.003153430154769029 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Insurance": [ { "text": "", "score": 12.144070625305176, "probability": 0.9945303822845762 }, { "score": 5.969021797180176, "text": "Base prices listed above are non-delivered pricing (i.e., Ex-Works designated Exxon Affiliate location (see Attachment B) - Incoterms 2010 (\"EXW\") and does not include freight or insurance.", "probability": 0.0020693236608798436 }, { "score": 5.69427490234375, "text": "Buyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement.", "probability": 0.0015721984479244845 }, { "score": 5.332843780517578, "text": "Buyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement", "probability": 0.0010953169827619949 }, { "score": 4.140862464904785, "text": "Quality Assurance Agreement.", "probability": 0.00033255915921489887 }, { "score": 3.7794315814971924, "text": "Quality Assurance Agreement", "probability": 0.0002316868981697641 }, { "score": 2.185340642929077, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented:", "probability": 4.7054003123749307e-05 }, { "score": 1.6250922679901123, "text": "Buyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement. Provided that these negotiations will be successful, such agreement shall then be incorporated into this Contract as an amendment to it.", "probability": 2.6870998163221293e-05 }, { "score": 1.5700528621673584, "text": "Base prices listed above are non-delivered pricing (i.e., Ex-Works designated Exxon Affiliate location (see Attachment B) - Incoterms 2010 (\"EXW\") and does not include freight or insurance.", "probability": 2.5431998483603874e-05 }, { "score": 0.9518479108810425, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party.", "probability": 1.3705582241086565e-05 }, { "score": 0.6157894134521484, "text": "Buyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement. Provided that these negotiations will be successful, such agreement shall then be incorporated into this Contract as an amendment to it.\n\nAGREEMENT PERIOD\n\nEffective Date: January 1, 2019\n\nTermination Date: December 31, 2023", "probability": 9.793752822026178e-06 }, { "score": 0.5234684944152832, "text": "Base", "probability": 8.930066094233125e-06 }, { "score": 0.23410892486572266, "text": "Buyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement. Provided that these negotiations will be successful, such agreement shall then be incorporated into this Contract as an amendment to it.\n\nAGREEMENT PERIOD\n\nEffective Date: January 1, 2019", "probability": 6.6863238688813145e-06 }, { "score": 0.10293340682983398, "text": "Buy", "probability": 5.8643327566152345e-06 }, { "score": 0.07167983055114746, "text": "Quality Assurance Agreement. Provided that these negotiations will be successful, such agreement shall then be incorporated into this Contract as an amendment to it.", "probability": 5.6838858785434865e-06 }, { "score": -0.267000675201416, "text": "Base prices listed above are non-delivered pricing (i.e., Ex-Works designated Exxon Affiliate location (see Attachment B) - Incoterms 2010 (\"EXW\")", "probability": 4.05096298372582e-06 }, { "score": -0.29221463203430176, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. As used above, \"Change of Control\" means any of the following:", "probability": 3.950099110173133e-06 }, { "score": -0.3028573989868164, "text": "Buyer and Seller", "probability": 3.908282045254739e-06 }, { "score": -0.4492170810699463, "text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;", "probability": 3.376157473856983e-06 }, { "score": -0.4946746826171875, "text": "Base prices listed above are non-delivered pricing (i.e.,", "probability": 3.2261214272974435e-06 } ], "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.162055015563965, "probability": 0.5865349993029654 }, { "score": 11.249846458435059, "text": "Seller shall in any event have the right to set- off any claim that Seller (or its affiliate) may have against Buyer (or its affiliate), against any sum which Seller may owe to Buyer (or its affiliate).", "probability": 0.23557369254993907 }, { "score": 10.36690902709961, "text": "Buyer agrees that it will promptly notify EM of any claim or suit involving Buyer in which patent or trademark infringement is alleged with respect to the products sold hereunder, and that Buyer will permit EM, at its option and expense, to control completely the defence or settlement of any such allegation of infringement.", "probability": 0.0974253411322662 }, { "score": 9.866859436035156, "text": "All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives written notice of such claim not later than one hundred fifty (150) days after Buyer's receipt of Product as to which such claim is made.", "probability": 0.05908852609411718 }, { "score": 8.058255195617676, "text": "Seller shall in any event have the right to set- off any claim that Seller (or its affiliate) may have against Buyer (or its affiliate), against any sum which Seller may owe to Buyer (or its affiliate", "probability": 0.00968358826586291 }, { "score": 6.728285789489746, "text": "Seller shall in any event have the right to set- off any claim that Seller (or its affiliate) may have against Buyer (or its affiliate), against any sum which Seller may owe to Buyer (or its 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Buyer agrees that it will promptly notify EM of any claim or suit involving Buyer in which patent or trademark infringement is alleged with respect to the products sold hereunder, and that Buyer will permit EM, at its option and expense, to control completely the defence or settlement of any such allegation of infringement.", "probability": 0.00046864656474393513 }, { "score": 4.534094333648682, "text": "Claims by Buyer are waived unless made in writing within 150 days from date of (non-) delivery. Buyer shall indemnity and hold EM harmless in respect of all claims for which Buyer is liable.\n\n15. EM makes no representation or warranty of any kind, express or implied, that the products sold hereunder, or the use of such products, or articles made therefrom, either alone or in conjunction with other materials, will not infringe any patent or trademark rights. 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successive period.", "probability": 0.009341679094163153 }, { "score": 10.526061058044434, "text": "All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 11.", "probability": 0.009115998438792808 }, { "score": 8.731324195861816, "text": "this 27t h day of March, 2017", "probability": 0.0015148161492101163 }, { "score": 8.640689849853516, "text": "March, 2017", "probability": 0.001383559784661412 }, { "score": 8.200799942016602, "text": "All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 11.", "probability": 0.0008911609965092968 }, { "score": 7.725793361663818, "text": "27t h day of March,", "probability": 0.0005541960598160244 }, { "score": 7.064787864685059, "text": "27", "probability": 0.00028614910632374395 }, { "score": 6.857410430908203, "text": "This Consulting Agreement (the \"Agreement\"), made this 27t h day of March, 2017", "probability": 0.00023255705481336605 }, { "score": 6.498268127441406, "text": "27t h day of March", "probability": 0.0001623887721779803 }, { "score": 6.472709655761719, "text": "27t h day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware corporation (the \"Company\"), and Alan Crane, an individual (the \"Consultant\").\n\nWHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company.\n\nNOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:\n\n1. Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date", "probability": 0.00015829095340334098 }, { "score": 5.922414302825928, "text": "h day of March, 2017", "probability": 9.1298966150767e-05 }, { "score": 5.898310661315918, "text": "27t h day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware corporation (the \"Company\"), and Alan Crane, an individual (the \"Consultant\").\n\nWHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company.\n\nNOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:\n\n1. Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (", "probability": 8.912463847786849e-05 }, { "score": 5.828375816345215, "text": "t h day of March, 2017", "probability": 8.310467662936371e-05 }, { "score": 5.262224197387695, "text": "27t h day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware corporation (the \"Company\"), and Alan Crane, an individual (the \"Consultant\").\n\nWHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company.\n\nNOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:\n\n1. Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue", "probability": 4.717902265137908e-05 }, { "score": 5.180784702301025, "text": "27t h day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware corporation (the \"Company\"), and Alan Crane, an individual (the \"Consultant\").\n\nWHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company.\n\nNOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:\n\n1. Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date", "probability": 4.3489079620105014e-05 }, { "score": 5.129664421081543, "text": "27t h day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware corporation (the \"Company\"), and Alan Crane, an individual (the \"Consultant\").\n\nWHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company.\n\nNOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:\n\n1. Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended", "probability": 4.132177423175163e-05 }, { "score": 5.124762058258057, "text": "27t h day", "probability": 4.111969563796565e-05 }, { "score": 5.09885311126709, "text": "of March, 2017", "probability": 4.006801048093213e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Expiration Date": [ { "score": 14.243692398071289, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.928354432214678 }, { "text": "", "score": 11.609886169433594, "probability": 0.06666015262608048 }, { "score": 8.819135665893555, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period", "probability": 0.004091275824558202 }, { "score": 5.841664791107178, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.00020833372960132914 }, { "score": 5.630064964294434, "text": ".", "probability": 0.00016860208909716322 }, { "score": 5.34270715713501, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (", "probability": 0.00012649257732593927 }, { "score": 4.569942474365234, "text": "Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 5.840601881421537e-05 }, { "score": 4.5530290603637695, "text": "This", "probability": 5.7426480655772666e-05 }, { "score": 4.174516677856445, "text": "four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 3.933021881142802e-05 }, { "score": 4.090081214904785, "text": "unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 3.6145688948273614e-05 }, { "score": 3.971590518951416, "text": "Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 3.210677255798951e-05 }, { "score": 3.694147825241089, "text": "shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 2.432791112783042e-05 }, { "score": 3.676356792449951, "text": "such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 2.3898919877248247e-05 }, { "score": 3.663351535797119, "text": "This Agreement shall commence on the Effective Date", "probability": 2.35901206495523e-05 }, { "score": 3.406406879425049, "text": "and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 1.8244859178012942e-05 }, { "score": 3.393265962600708, "text": "Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 1.8006673418268194e-05 }, { "score": 3.2749457359313965, "text": "Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 1.599733599360049e-05 }, { "score": 3.233257293701172, "text": "on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 1.53441418959191e-05 }, { "score": 3.1442513465881348, "text": "until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 1.4037436811308181e-05 }, { "score": 3.130690336227417, "text": "the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 1.3848359919725246e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Renewal Term": [ { "score": 15.159687042236328, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.9748581559968188 }, { "text": "", "score": 11.318408966064453, "probability": 0.020926449877316167 }, { "score": 8.908599853515625, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.001879874070205048 }, { "score": 8.708274841308594, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period", "probability": 0.0015386105647025752 }, { "score": 6.3238525390625, "text": "This", "probability": 0.0001417709539826585 }, { "score": 6.162536144256592, "text": ".", "probability": 0.00012065030986783336 }, { "score": 6.055201053619385, "text": "unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.0001083710806510708 }, { "score": 5.719592094421387, "text": "The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 7.74747681082926e-05 }, { "score": 5.3452348709106445, "text": "such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 5.3281814790856415e-05 }, { "score": 5.128464698791504, "text": "four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 4.289798756482659e-05 }, { "score": 4.997776031494141, "text": "Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 3.764259472409918e-05 }, { "score": 4.967807769775391, "text": "unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 3.653124734178213e-05 }, { "score": 4.904413223266602, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"),", "probability": 3.428724569515836e-05 }, { "score": 4.732701778411865, "text": "and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 2.8877478323474536e-05 }, { "score": 4.671399116516113, "text": "successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 2.7160381056304645e-05 }, { "score": 4.476886749267578, "text": "automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 2.2359403378585058e-05 }, { "score": 4.320700645446777, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (", "probability": 1.912623325543931e-05 }, { "score": 4.16823673248291, "text": "and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 1.6421590265170665e-05 }, { "score": 4.161994457244873, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4,", "probability": 1.631940145604947e-05 }, { "score": 3.9897327423095703, "text": "one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 1.3737000495876354e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 13.923060417175293, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.5666684462855265 }, { "score": 13.490047454833984, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.3675140023404933 }, { "text": "", "score": 11.700114250183105, "probability": 0.06136429889866146 }, { "score": 7.969291687011719, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.0014710929849844811 }, { "score": 7.116050720214844, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period", "probability": 0.0006267325934252346 }, { "score": 6.801565647125244, "text": "Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.00045761805301547306 }, { "score": 6.629080772399902, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below).", "probability": 0.0003851180905979207 }, { "score": 6.3919878005981445, "text": "This", "probability": 0.00030382656972298487 }, { "score": 6.26173734664917, "text": "unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.00026672191274364047 }, { "score": 6.1328864097595215, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"),", "probability": 0.00023447656654361116 }, { "score": 5.877280235290527, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically", "probability": 0.00018158965142031627 }, { "score": 5.134815216064453, "text": "The Consultant may terminate the Consultation Period", "probability": 8.642564593756994e-05 }, { "score": 4.986850738525391, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended,", "probability": 7.453881394060376e-05 }, { "score": 4.812166690826416, "text": "unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 6.259190361440583e-05 }, { "score": 4.80648136138916, "text": "The", "probability": 6.223705768605973e-05 }, { "score": 4.629945278167725, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended", "probability": 5.216514345028383e-05 }, { "score": 4.60346794128418, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice", "probability": 5.080207422573701e-05 }, { "score": 4.519927978515625, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 4.673050774688517e-05 }, { "score": 4.513818264007568, "text": "and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 4.644586810464405e-05 }, { "score": 4.4628753662109375, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4,", "probability": 4.413903815857919e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Governing Law": [ { "score": 15.605506896972656, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 0.5382466411169092 }, { "score": 15.414406776428223, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 0.4446185730074741 }, { "text": "", "score": 12.127358436584473, "probability": 0.016612716153623256 }, { "score": 7.167149066925049, "text": "16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 0.00011647938968528439 }, { "score": 6.628376007080078, "text": "16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 6.796149432998218e-05 }, { "score": 6.520619869232178, "text": ".", "probability": 6.101899121354474e-05 }, { "score": 6.464308261871338, "text": ".", "probability": 5.767786857602612e-05 }, { "score": 6.379049301147461, "text": "This", "probability": 5.2964113423963604e-05 }, { "score": 6.022136688232422, "text": "This", "probability": 3.706606889517452e-05 }, { "score": 5.672000885009766, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts", "probability": 2.6116470341448374e-05 }, { "score": 5.4756622314453125, "text": "Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 2.1460789143773546e-05 }, { "score": 5.049125671386719, "text": "Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 1.400887348571124e-05 }, { "score": 4.862361907958984, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts", "probability": 1.1622317658742255e-05 }, { "score": 4.68790340423584, "text": "Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 9.761720660735733e-06 }, { "score": 4.580254554748535, "text": "be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 8.765467311704956e-06 }, { "score": 4.5317840576171875, "text": "the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 8.350733133889629e-06 }, { "score": 4.4857869148254395, "text": "shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 7.975323345048086e-06 }, { "score": 4.437840461730957, "text": "by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 7.601957193418658e-06 }, { "score": 4.324332237243652, "text": "shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 6.78624327390186e-06 }, { "score": 4.273809432983398, "text": "governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "probability": 6.451900321096675e-06 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Most Favored Nation": [ { "text": "", "score": 11.971057891845703, "probability": 0.9855787574918441 }, { "score": 7.220224380493164, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 0.008519822679206795 }, { "score": 6.013404369354248, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 0.002548679844785492 }, { "score": 5.445750713348389, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 0.0014447291451329066 }, { "score": 4.254045009613037, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 0.0004387682794283538 }, { "score": 3.918321132659912, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 0.00031364054200524544 }, { "score": 3.6863911151885986, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 0.0002487174571624078 }, { "score": 3.534212589263916, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00021360724308345548 }, { "score": 3.3602182865142822, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 0.00017949452630274071 }, { "score": 3.220276355743408, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190", "probability": 0.00015605410632884678 }, { "score": 2.8481252193450928, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 0.00010756030275583694 }, { "score": 2.1024792194366455, "text": "The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 5.10295892700985e-05 }, { "score": 1.6413049697875977, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 3.217633989526373e-05 }, { "score": 1.5665504932403564, "text": "Subject", "probability": 2.9858719867826845e-05 }, { "score": 1.5565049648284912, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof", "probability": 2.9560274778102732e-05 }, { "score": 1.4117796421051025, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such", "probability": 2.557732121768763e-05 }, { "score": 1.3584845066070557, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The", "probability": 2.424986216430134e-05 }, { "score": 1.1636310815811157, "text": "The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 1.9956551958589098e-05 }, { "score": 1.120882511138916, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.\n\n3.2 Expenses. The Company shall reimburse the Consultant for all reasonable and necessary documented out of pocket expenses incurred or paid by the Consultant in connection with, or related to, the performance of Consultant's services under this Agreement.", "probability": 1.9121415512296864e-05 }, { "score": 1.095292568206787, "text": "1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 1.8638307299489515e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Compete": [ { "score": 12.122187614440918, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.5134130219974993 }, { "text": "", "score": 11.672771453857422, "probability": 0.3275577815626773 }, { "score": 10.379254341125488, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.08985051626196496 }, { "score": 8.973466873168945, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.022029002730260268 }, { "score": 8.469916343688965, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity", "probability": 0.013313910109746667 }, { "score": 8.18911075592041, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.010054333884386228 }, { "score": 7.492629528045654, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.\n\n8. Other Agreements; Warranty.\n\n8.1 The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party.", "probability": 0.005010434039393279 }, { "score": 7.357879161834717, "text": "The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party.", "probability": 0.004378788901921147 }, { "score": 6.9635009765625, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.0029517375426536697 }, { "score": 6.607982158660889, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.002068606467710008 }, { "score": 6.599193572998047, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement,", "probability": 0.0020505059978362336 }, { "score": 6.006289005279541, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement,", "probability": 0.0011333547311333312 }, { "score": 5.9881768226623535, "text": "The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party. The Consultant further represents that Consultant's performance of all the terms of this Agreement and the performance of the services as a consultant of the Company do not and will not breach any agreement with any third party to which the Consultant is a party (including, without limitation, any nondisclosure or non-competition agreement), and that the Consultant will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any current or previous employer or others.", "probability": 0.0011130119851567647 }, { "score": 5.9164252281188965, "text": "The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party.", "probability": 0.0010359493431069415 }, { "score": 5.869733810424805, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company;", "probability": 0.0009886912583604408 }, { "score": 5.825582504272461, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity", "probability": 0.0009459888676422384 }, { "score": 5.722714900970459, "text": "(ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0008535150692099005 }, { "score": 5.050605297088623, "text": "provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0004358305817988294 }, { "score": 4.999019622802734, "text": "or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0004139180137082965 }, { "score": 4.967564105987549, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company;", "probability": 0.00040110065383431426 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Exclusivity": [ { "text": "", "score": 12.15776252746582, "probability": 0.9952881571089629 }, { "score": 6.490795612335205, "text": "The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company.", "probability": 0.003442043670465455 }, { "score": 4.612467288970947, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.0005261005429966441 }, { "score": 3.8401074409484863, "text": "Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0002430172656394229 }, { "score": 3.698852062225342, "text": "The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company", "probability": 0.0002110040049512227 }, { "score": 2.198375701904297, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 4.705893506717496e-05 }, { "score": 1.6730729341506958, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company;", "probability": 2.7829538317904556e-05 }, { "score": 1.6673381328582764, "text": "The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 2.767039820021696e-05 }, { "score": 1.6319928169250488, "text": "(ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 2.670946157683997e-05 }, { "score": 1.573185682296753, "text": "The", "probability": 2.5184046891237158e-05 }, { "score": 1.3548998832702637, "text": "The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement.", "probability": 2.024534590230794e-05 }, { "score": 1.296216368675232, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 1.9091465840302057e-05 }, { "score": 1.281280517578125, "text": "provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 1.8808437445734547e-05 }, { "score": 1.1059502363204956, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 1.578366095514935e-05 }, { "score": 0.935093879699707, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others", "probability": 1.3304720959185212e-05 }, { "score": 0.7720775604248047, "text": "Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 1.1303389226617393e-05 }, { "score": 0.7357416749000549, "text": "7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 1.0900042919347129e-05 }, { "score": 0.6304807662963867, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 9.811015825128354e-06 }, { "score": 0.547274112701416, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not", "probability": 9.027713867745805e-06 }, { "score": 0.28560638427734375, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall", "probability": 6.949233989466803e-06 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__No-Solicit Of Customers": [ { "score": 14.209965705871582, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.42942176303626434 }, { "score": 13.252985000610352, "text": "(ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.16491972845818273 }, { "score": 12.835081100463867, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company;", "probability": 0.10858735466642774 }, { "score": 12.672616958618164, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.09230430846426867 }, { "score": 12.004735946655273, "text": "solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.04733309848687633 }, { "text": "", "score": 11.971317291259766, "probability": 0.045777428950936866 }, { "score": 11.695297241210938, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.03473580856333511 }, { "score": 10.994245529174805, "text": "or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.01723116029616454 }, { "score": 10.926187515258789, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.016097458074909296 }, { "score": 10.730779647827148, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others", "probability": 0.013240145085231136 }, { "score": 10.472284317016602, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company", "probability": 0.010224207345866619 }, { "score": 9.621976852416992, "text": "(i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0043686354796901436 }, { "score": 9.10921573638916, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.0026161129181919616 }, { "score": 9.102022171020508, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company", "probability": 0.0025973612653856313 }, { "score": 9.073335647583008, "text": "The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party.", "probability": 0.002523910560173574 }, { "score": 9.000778198242188, "text": "provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0023472679067840564 }, { "score": 8.719108581542969, "text": "permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.00177106744709723 }, { "score": 8.582024574279785, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company;", "probability": 0.0015441883538541508 }, { "score": 8.374105453491211, "text": "or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0012543020898705209 }, { "score": 8.247093200683594, "text": "(i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company;", "probability": 0.0011046925504897308 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Competitive Restriction Exception": [ { "score": 12.330631256103516, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.31619571485805353 }, { "score": 11.742315292358398, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.17557133173137113 }, { "text": "", "score": 11.673078536987305, "probability": 0.16382661673845061 }, { "score": 11.063199043273926, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.08902606213615084 }, { "score": 11.018774032592773, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.08515764187977441 }, { "score": 10.36693286895752, "text": "(ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0443744114912659 }, { "score": 9.946236610412598, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.\n\n8. Other Agreements; Warranty.\n\n8.1 The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party.", "probability": 0.029135772856885997 }, { "score": 9.8751859664917, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company;", "probability": 0.027137487730290982 }, { "score": 9.313520431518555, "text": "or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.015475382694198691 }, { "score": 9.166729927062988, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer", "probability": 0.01336260379085962 }, { "score": 9.020134925842285, "text": "provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.011540528328801078 }, { "score": 8.35622787475586, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.005941478400247043 }, { "score": 7.982538223266602, "text": "(ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.\n\n8. Other Agreements; Warranty.\n\n8.1 The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party.", "probability": 0.004088868738932517 }, { "score": 7.835958480834961, "text": "The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party.", "probability": 0.003531379533936058 }, { "score": 7.766596794128418, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.0032947388577279167 }, { "score": 7.654982566833496, "text": "solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0029467789233489773 }, { "score": 7.559282302856445, "text": "(i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.002677845141545991 }, { "score": 7.526001930236816, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity", "probability": 0.0025901921102911216 }, { "score": 7.3851447105407715, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.\n\n8. Other Agreements; Warranty.\n\n8.1 The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party", "probability": 0.0022498753779896657 }, { "score": 7.203032493591309, "text": "(ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer", "probability": 0.0018752886798776634 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__No-Solicit Of Employees": [ { "score": 14.10269832611084, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.4011069322577829 }, { "score": 13.323148727416992, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company;", "probability": 0.1839526627871137 }, { "score": 12.992944717407227, "text": "(ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.1322209579550215 }, { "score": 12.883710861206055, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.11853883054679872 }, { "text": "", "score": 12.1174898147583, "probability": 0.055092828002341554 }, { "score": 11.451190948486328, "text": "solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.02829600640097621 }, { "score": 10.967733383178711, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company", "probability": 0.017448664500733967 }, { "score": 10.151397705078125, "text": "or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.007713155941143588 }, { "score": 10.142129898071289, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company;", "probability": 0.0076420021296597545 }, { "score": 10.081649780273438, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others", "probability": 0.007193512008912235 }, { "score": 9.942974090576172, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company;", "probability": 0.006262026283570694 }, { "score": 9.798240661621094, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer", "probability": 0.005418236487803074 }, { "score": 9.780181884765625, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.005321267965832021 }, { "score": 9.76822566986084, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company", "probability": 0.005258024571663381 }, { "score": 9.688497543334961, "text": "provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.004855088222091046 }, { "score": 9.60759449005127, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.004477765813469563 }, { "score": 9.394529342651367, "text": "(i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0036184981797466945 }, { "score": 8.833220481872559, "text": "(ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company;", "probability": 0.0020642154182992796 }, { "score": 8.68848705291748, "text": "(ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer", "probability": 0.0017860684052794077 }, { "score": 8.658472061157227, "text": "(ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company", "probability": 0.0017332561217604937 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.397961616516113, "probability": 0.9834496330870844 }, { "score": 5.963002681732178, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.0042892311159449656 }, { "score": 5.861264228820801, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony.", "probability": 0.0038743156351073787 }, { "score": 5.270758152008057, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.002146552270954705 }, { "score": 4.8392558097839355, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct;", "probability": 0.001394255551340977 }, { "score": 4.751476287841797, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company", "probability": 0.0012770862245252157 }, { "score": 4.740785598754883, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.0012635060130120408 }, { "score": 4.153667449951172, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0007024172052912342 }, { "score": 4.06732702255249, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.0006443145958039266 }, { "score": 3.047748327255249, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant", "probability": 0.0002324344882441472 }, { "score": 3.0405633449554443, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company,", "probability": 0.00023077043581262542 }, { "score": 2.6992404460906982, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of", "probability": 0.00016403839777028424 }, { "score": 1.956592321395874, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company", "probability": 7.805802094787518e-05 }, { "score": 1.8023735284805298, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 6.690231801950171e-05 }, { "score": 1.5805342197418213, "text": "For", "probability": 5.359170543828718e-05 }, { "score": 1.306800127029419, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony", "probability": 4.0758329108587596e-05 }, { "score": 1.0271854400634766, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The", "probability": 3.081635412477985e-05 }, { "score": 0.6619799137115479, "text": "7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 2.1388213532428785e-05 }, { "score": 0.6004974246025085, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 2.0112821789669e-05 }, { "score": 0.585690975189209, "text": "For purposes of this Section 4,", "probability": 1.98172161467529e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Termination For Convenience": [ { "score": 14.477964401245117, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.6329290296971317 }, { "score": 13.694051742553711, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below).", "probability": 0.2890054770852858 }, { "text": "", "score": 11.620766639709473, "probability": 0.036348776223743155 }, { "score": 10.626311302185059, "text": "Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.013446316460302971 }, { "score": 10.425264358520508, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6.", "probability": 0.010997393121437752 }, { "score": 9.842649459838867, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below", "probability": 0.006141342442288085 }, { "score": 9.277087211608887, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.0034885323191593573 }, { "score": 8.824880599975586, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.0022194834690368384 }, { "score": 8.557583808898926, "text": "Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.0016988944332651658 }, { "score": 8.534599304199219, "text": "Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6. For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.0016602915200376663 }, { "score": 7.357632637023926, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant,", "probability": 0.0005117221557727058 }, { "score": 6.814919471740723, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination.", "probability": 0.0002973972085953297 }, { "score": 6.753663063049316, "text": "The Consultant may terminate the Consultation Period", "probability": 0.00027972647179626205 }, { "score": 6.697354316711426, "text": "Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6.", "probability": 0.000264410677995698 }, { "score": 6.231449127197266, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6. For purposes of this Section 4, \"Cause\" shall exist in the event of", "probability": 0.00016593535808833953 }, { "score": 5.92938232421875, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice", "probability": 0.0001226741312746973 }, { "score": 5.903454303741455, "text": "at any time upon thirty (30) days' written notice.", "probability": 0.00011953431440145586 }, { "score": 5.758098602294922, "text": "The", "probability": 0.00010336307381438847 }, { "score": 5.731768608093262, "text": "at any time upon thirty (30) days' written notice.", "probability": 0.00010067704146497892 }, { "score": 5.715200901031494, "text": "thirty (30) days' written notice.", "probability": 9.902279510785269e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.182065963745117, "probability": 0.9978778344878437 }, { "score": 5.288743495941162, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below).", "probability": 0.0010123844506608247 }, { "score": 4.826044082641602, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.0006373788733327524 }, { "score": 2.8428239822387695, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 8.771949406863857e-05 }, { "score": 2.801875114440918, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 8.420003089429435e-05 }, { "score": 2.3375351428985596, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 5.292391502747962e-05 }, { "score": 2.058459520339966, "text": "The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention.", "probability": 4.0036025811461706e-05 }, { "score": 2.0427401065826416, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination.", "probability": 3.9411603590001296e-05 }, { "score": 1.7139877080917358, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 2.8369308716458707e-05 }, { "score": 1.6959482431411743, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 2.7862129936970246e-05 }, { "score": 1.4310747385025024, "text": "The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.\n\n3.2 Expenses. The Company shall reimburse the Consultant for all reasonable and necessary documented out of pocket expenses incurred or paid by the Consultant in connection with, or related to, the performance of Consultant's services under this Agreement.\n\n\n\n\n\nThe Consultant shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant amounts shown on each such statement within thirty (30) days after receipt thereof.\n\n3.3 Benefits. The Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Company.\n\n4. Termination. The Company may terminate the Consultation Period at any time for Cause (as defined below).", "probability": 2.137869600148556e-05 }, { "score": 1.2884055376052856, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 1.8536202492042312e-05 }, { "score": 1.149101734161377, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6. For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 1.612582312489756e-05 }, { "score": 1.0884426832199097, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.\n\n3.2 Expenses. The Company shall reimburse the Consultant for all reasonable and necessary documented out of pocket expenses incurred or paid by the Consultant in connection with, or related to, the performance of Consultant's services under this Agreement.\n\n\n\n\n\nThe Consultant shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant amounts shown on each such statement within thirty (30) days after receipt thereof.\n\n3.3 Benefits. The Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Company.\n\n4. Termination. The Company may terminate the Consultation Period at any time for Cause (as defined below).", "probability": 1.5176722763740537e-05 }, { "score": 0.5577122569084167, "text": "Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6. For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 8.926571857368465e-06 }, { "score": 0.4291677474975586, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement.", "probability": 7.849798959569647e-06 }, { "score": 0.32574403285980225, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 7.078515471708788e-06 }, { "score": 0.2719240188598633, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below", "probability": 6.707619993319131e-06 }, { "score": 0.06842648237943649, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 5.472560776212112e-06 }, { "score": -0.09937500953674316, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.\n\n3. Compensation.\n\n3.1 Shares. In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement.", "probability": 4.6271686769415125e-06 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Change Of Control": [ { "text": "", "score": 12.1812744140625, "probability": 0.35372716833090595 }, { "score": 12.134284973144531, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 0.3374901970577066 }, { "score": 11.951904296875, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 0.2812252045033465 }, { "score": 9.289385795593262, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant", "probability": 0.01962172334829823 }, { "score": 7.449739933013916, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant", "probability": 0.003117375381778596 }, { "score": 7.157946586608887, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.0023284389805007847 }, { "score": 6.6095709800720215, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below).", "probability": 0.0013455763994954404 }, { "score": 5.024873733520508, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.0002758564173871119 }, { "score": 4.617568492889404, "text": "This", "probability": 0.00018356618118165957 }, { "score": 4.395394802093506, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.00014699544090806234 }, { "score": 4.361631393432617, "text": "This", "probability": 0.00014211522374728503 }, { "score": 3.6679086685180664, "text": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant. - 6 -\n\n\n\n\n\n16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.\n\n17. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 7.101672683298266e-05 }, { "score": 3.601541519165039, "text": "Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant. - 6 -\n\n\n\n\n\n16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.\n\n17. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 6.645654591181143e-05 }, { "score": 3.567439079284668, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination.", "probability": 6.422842368593654e-05 }, { "score": 3.0686728954315186, "text": "both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 3.9004603023353434e-05 }, { "score": 3.031090259552002, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns,", "probability": 3.756591147710948e-05 }, { "score": 2.8922834396362305, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 3.2697224924560004e-05 }, { "score": 2.888364315032959, "text": "both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 3.256933120530931e-05 }, { "score": 2.788639783859253, "text": "the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 2.9478068725622796e-05 }, { "score": 2.530256986618042, "text": "into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 2.276589895762298e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Anti-Assignment": [ { "score": 14.160930633544922, "text": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant.", "probability": 0.2076045070029105 }, { "score": 14.1484956741333, "text": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant.", "probability": 0.20503893781803076 }, { "score": 14.055980682373047, "text": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company.", "probability": 0.1869207835862195 }, { "score": 13.912673950195312, "text": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company.", "probability": 0.16196466234092138 }, { "score": 13.57023811340332, "text": "Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant.", "probability": 0.11500117445321575 }, { "score": 13.293574333190918, "text": "Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant.", "probability": 0.08720647308058581 }, { "text": "", "score": 11.892380714416504, "probability": 0.021479198216404066 }, { "score": 10.299893379211426, "text": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company", "probability": 0.004369277251497163 }, { "score": 10.149505615234375, "text": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant. - 6 -\n\n\n\n\n\n16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.\n\n17. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 0.003759213811222214 }, { "score": 9.476716995239258, "text": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company", "probability": 0.001918265174775758 }, { "score": 9.282149314880371, "text": "Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant. - 6 -\n\n\n\n\n\n16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.\n\n17. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 0.0015790975965079622 }, { "score": 8.266509056091309, "text": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant. - 6 -\n\n\n\n\n\n16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.\n\n17. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant", "probability": 0.0005719025230548596 }, { "score": 7.975188255310059, "text": "the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant.", "probability": 0.00042736897998565504 }, { "score": 7.842495918273926, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.00037426175219617864 }, { "score": 7.73936653137207, "text": "the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company.", "probability": 0.0003375879395151336 }, { "score": 7.734204292297363, "text": "This Agreement is personal to the Consultant", "probability": 0.00033584972027436824 }, { "score": 7.628933429718018, "text": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant", "probability": 0.0003022918484269171 }, { "score": 7.597769260406494, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 0.00029301645473141653 }, { "score": 7.537567138671875, "text": "This Agreement is personal to the Consultant", "probability": 0.0002758967344600864 }, { "score": 7.399152755737305, "text": "Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant. - 6 -\n\n\n\n\n\n16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.\n\n17. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant", "probability": 0.00024023371506478672 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.057353019714355, "probability": 0.9120829626541198 }, { "score": 9.254977226257324, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 0.05533220789875585 }, { "score": 8.181015014648438, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 0.01890436690768566 }, { "score": 6.891210556030273, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190", "probability": 0.005204837544119518 }, { "score": 6.441143989562988, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.", "probability": 0.003318530032575167 }, { "score": 5.993499755859375, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 0.002120978820482674 }, { "score": 5.1240410804748535, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 0.0008890685071910249 }, { "score": 4.753223896026611, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 0.0006136085039418534 }, { "score": 4.694388389587402, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof", "probability": 0.0005785480498803742 }, { "score": 3.6792612075805664, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 0.00020964055484944902 }, { "score": 2.936526298522949, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 9.974924746692035e-05 }, { "score": 2.8805341720581055, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.\n\n3.2 Expenses. The Company shall reimburse the Consultant for all reasonable and necessary documented out of pocket expenses incurred or paid by the Consultant in connection with, or related to, the performance of Consultant's services under this Agreement.\n\n\n\n\n\nThe Consultant shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant amounts shown on each such statement within thirty (30) days after receipt thereof.", "probability": 9.431755986528912e-05 }, { "score": 2.8634700775146484, "text": "Subject", "probability": 9.2721770181746e-05 }, { "score": 2.692040205001831, "text": "Shares. In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 7.81143218214229e-05 }, { "score": 2.5750179290771484, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The", "probability": 6.948779614418546e-05 }, { "score": 2.564418315887451, "text": "Compensation.\n\n3.1 Shares. In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 6.875514216759931e-05 }, { "score": 2.506873607635498, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof", "probability": 6.491033270467888e-05 }, { "score": 2.4308972358703613, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such", "probability": 6.016136981403984e-05 }, { "score": 2.41670823097229, "text": "1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 5.931376738106126e-05 }, { "score": 2.3894569873809814, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190", "probability": 5.771921885181607e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.988805770874023, "probability": 0.9803993170252261 }, { "score": 7.344290256500244, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 0.009425741845658236 }, { "score": 7.244072914123535, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.", "probability": 0.008526910454304329 }, { "score": 4.625380039215088, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 0.0006215954643845842 }, { "score": 4.033357620239258, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190", "probability": 0.00034387117067321757 }, { "score": 3.6313328742980957, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 0.00023003749961351743 }, { "score": 3.1042866706848145, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 0.0001358017543698891 }, { "score": 1.874718427658081, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.\n\n3. Compensation.\n\n3.1 Shares. In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.", "probability": 3.9710986632940906e-05 }, { "score": 1.7924540042877197, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement,", "probability": 3.657494588786386e-05 }, { "score": 1.7667145729064941, "text": "Subject", "probability": 3.564554007824086e-05 }, { "score": 1.5622787475585938, "text": "The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.\n\n3. Compensation.\n\n3.1 Shares. In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.", "probability": 2.905493099924104e-05 }, { "score": 1.532186508178711, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.", "probability": 2.8193627333130876e-05 }, { "score": 1.5000982284545898, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 2.730330321035554e-05 }, { "score": 1.4757697582244873, "text": "Subject", "probability": 2.6647070546393936e-05 }, { "score": 1.2187860012054443, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0", "probability": 2.060833208857368e-05 }, { "score": 1.0680022239685059, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The", "probability": 1.7723858807002526e-05 }, { "score": 1.03273344039917, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such", "probability": 1.710965464888386e-05 }, { "score": 0.8391165733337402, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof", "probability": 1.40979026270742e-05 }, { "score": 0.7904177904129028, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 1.3427800923698208e-05 }, { "score": 0.556472659111023, "text": "1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 1.0626831986902335e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.093973159790039, "probability": 0.9985777885642165 }, { "score": 5.215759754180908, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 0.0010285177104326533 }, { "score": 3.4399821758270264, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 0.00017418123720463452 }, { "score": 2.5255348682403564, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 6.98010493048569e-05 }, { "score": 2.1323561668395996, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190", "probability": 4.710929564309198e-05 }, { "score": 1.2736351490020752, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 1.9960380292612686e-05 }, { "score": 1.1728360652923584, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 1.8046472561556587e-05 }, { "score": 0.9163267612457275, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 1.3963418361784945e-05 }, { "score": 0.5983631610870361, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement,", "probability": 1.0160191958478458e-05 }, { "score": 0.27316999435424805, "text": "Subject", "probability": 7.339598705011621e-06 }, { "score": 0.004783153533935547, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof", "probability": 5.6119448103457175e-06 }, { "score": -0.05469942092895508, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such", "probability": 5.287865955962253e-06 }, { "score": -0.17425674200057983, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 4.691992969719099e-06 }, { "score": -0.5305242538452148, "text": "(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.\n\n(d) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times. - 4 -\n\n\n\n\n\n7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 3.2857335194114842e-06 }, { "score": -0.5467715263366699, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The", "probability": 3.232780646309296e-06 }, { "score": -0.6029413342475891, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 3.056201607559298e-06 }, { "score": -0.8843250274658203, "text": "1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 2.3066336031633767e-06 }, { "score": -0.9233994483947754, "text": "7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 2.218241413853562e-06 }, { "score": -1.1100538969039917, "text": "The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times. - 4 -\n\n\n\n\n\n7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 1.8405423387874686e-06 }, { "score": -1.2500202655792236, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 1.6001444538979453e-06 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.032136917114258, "probability": 0.99974949811262 }, { "score": 2.354109287261963, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 6.26292483384429e-05 }, { "score": 1.9923665523529053, "text": "If any restriction set forth in Section 1, 6 or 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.", "probability": 4.3618861496270434e-05 }, { "score": 1.827216386795044, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 3.697860471241594e-05 }, { "score": 1.705682635307312, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 3.274681622622152e-05 }, { "score": 0.9079508185386658, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 1.4747505150202048e-05 }, { "score": 0.869196355342865, "text": "The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 1.4186906516416633e-05 }, { "score": 0.6829777956008911, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 1.1776439738136202e-05 }, { "score": 0.32572007179260254, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 8.238705065894416e-06 }, { "score": -0.21860748529434204, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "probability": 4.780358875719225e-06 }, { "score": -0.340141236782074, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof.", "probability": 4.233300169543822e-06 }, { "score": -0.5765323638916016, "text": "If any restriction set forth in Section 1, 6 or 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.", "probability": 3.3420712305328788e-06 }, { "score": -0.6969847679138184, "text": "Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 2.9628105846544453e-06 }, { "score": -0.8826900720596313, "text": "(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.\n\n(d) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times. - 4 -\n\n\n\n\n\n7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 2.4606684373199e-06 }, { "score": -1.130781650543213, "text": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190", "probability": 1.920031240572035e-06 }, { "score": -1.2742791175842285, "text": "The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement.", "probability": 1.6633672139524663e-06 }, { "score": -1.680742621421814, "text": "The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 1.1078048959806845e-06 }, { "score": -1.7138628959655762, "text": "Subject", "probability": 1.071715045572672e-06 }, { "score": -1.7201037406921387, "text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.", "probability": 1.0650474656883194e-06 }, { "score": -1.811908483505249, "text": "If any restriction set forth in Section 1, 6 or 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.\n\n19. Survival. The last sentence of Section 1 and Sections 4 through 20 shall survive the expiration or termination of this Agreement.\n\n20. Miscellaneous.\n\n20.1 No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.\n\n20.2 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.\n\n20.3 In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.\n\n[Remainder of Page Intentionally Left Blank] - 7 -\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the date and year first above written.", "probability": 9.716249762032544e-07 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.147184371948242, "probability": 0.2651268227754283 }, { "score": 11.899331092834473, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 0.20692471033227453 }, { "score": 11.5969877243042, "text": "Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention.", "probability": 0.152934792903137 }, { "score": 11.074113845825195, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "probability": 0.09066195069602458 }, { "score": 10.918456077575684, "text": "Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.\n\n(d) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times.", "probability": 0.07759321545345851 }, { "score": 10.841361045837402, "text": "The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company.", "probability": 0.07183594387805556 }, { "score": 9.778316497802734, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "probability": 0.024812322725819957 }, { "score": 9.709811210632324, "text": "Such written records shall be available to and remain the sole property of the Company at all times.", "probability": 0.023169462190129938 }, { "score": 9.629000663757324, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information. The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.", "probability": 0.021370780243502016 }, { "score": 9.433650016784668, "text": "Such written records shall be available to and remain the sole property of the Company at all times.", "probability": 0.017578453741673036 }, { "score": 9.320331573486328, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company. The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "probability": 0.015695208733277257 }, { "score": 8.688753128051758, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information.", "probability": 0.008345955448755382 }, { "score": 8.261116027832031, "text": "Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention", "probability": 0.005441963557980124 }, { "score": 7.968847274780273, "text": "Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.\n\n(d) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times", "probability": 0.004062795123687681 }, { "score": 7.9081807136535645, "text": "The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company", "probability": 0.003823646810762725 }, { "score": 7.773670196533203, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company", "probability": 0.003342416714651721 }, { "score": 7.384771347045898, "text": "The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Consultant shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) the termination of this Agreement.", "probability": 0.002265499497033361 }, { "score": 7.213517665863037, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.\n\n(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention.", "probability": 0.0019089275303660297 }, { "score": 7.127868175506592, "text": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.", "probability": 0.001752234957306909 }, { "score": 6.8692240715026855, "text": "Such written records shall be available to and remain the sole property of the Company at all times", "probability": 0.00135289668667528 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Joint Ip Ownership": [ { "score": 12.570039749145508, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 0.5652435939661161 }, { "text": "", "score": 12.059392929077148, "probability": 0.33920680238817147 }, { "score": 10.170001029968262, "text": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.", "probability": 0.0512757565610149 }, { "score": 8.994224548339844, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "probability": 0.01582263606652899 }, { "score": 8.741820335388184, "text": "Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention.", "probability": 0.01229309059424771 }, { "score": 8.542231559753418, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company", "probability": 0.010068871033749824 }, { "score": 7.084402084350586, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"),", "probability": 0.0023434380734086266 }, { "score": 6.635740280151367, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information.", "probability": 0.0014962430141915145 }, { "score": 5.648806571960449, "text": "Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention", "probability": 0.0005576764077796317 }, { "score": 5.501643180847168, "text": "(a) All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 0.00048136002780678965 }, { "score": 4.889216423034668, "text": "All", "probability": 0.00026091344679961715 }, { "score": 4.70064640045166, "text": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\"", "probability": 0.00021607351743780956 }, { "score": 4.345125675201416, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company. The", "probability": 0.0001514261402597509 }, { "score": 4.029989242553711, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information", "probability": 0.00011049403641272105 }, { "score": 3.803770065307617, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant,", "probability": 8.812377612913742e-05 }, { "score": 3.7982237339019775, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority", "probability": 8.763636538224367e-05 }, { "score": 3.72802996635437, "text": "6.2 Inventions.\n\n(a) All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 8.169577395788566e-05 }, { "score": 3.7229244709014893, "text": "each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.", "probability": 8.127973949016441e-05 }, { "score": 3.5538456439971924, "text": "The", "probability": 6.863605308350669e-05 }, { "score": 3.487856388092041, "text": "Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.", "probability": 6.425301803144007e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__License Grant": [ { "text": "", "score": 11.573740005493164, "probability": 0.609576527489044 }, { "score": 11.054872512817383, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.3628164308363822 }, { "score": 7.875907897949219, "text": "within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.\n\n(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.015103588903545597 }, { "score": 7.0154266357421875, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.006388190996084158 }, { "score": 5.672579765319824, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"),", "probability": 0.0016679648968857454 }, { "score": 5.179546356201172, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention,", "probability": 0.0010187443602064329 }, { "score": 5.114363670349121, "text": "The", "probability": 0.0009544578115820576 }, { "score": 4.282848358154297, "text": "if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0004155604663819438 }, { "score": 4.243966102600098, "text": "(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0003997126344079971 }, { "score": 4.11387300491333, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The", "probability": 0.00035095316350626255 }, { "score": 4.042482852935791, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 0.00032677198211906354 }, { "score": 3.8364615440368652, "text": "within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.\n\n(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.00026593218066868984 }, { "score": 3.449618339538574, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0001806204940073596 }, { "score": 3.231520652770996, "text": "within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.", "probability": 0.00014522734703465107 }, { "score": 2.771758556365967, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and", "probability": 9.170146257608546e-05 }, { "score": 2.738252639770508, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "probability": 8.867982506710368e-05 }, { "score": 2.493614435195923, "text": "within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.\n\n(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"),", "probability": 6.943521833102615e-05 }, { "score": 2.1103811264038086, "text": "Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 4.733078354661534e-05 }, { "score": 2.1094672679901123, "text": "The Consultant shall not use the Company's trade names, trademarks, service names or service marks without the prior approval of the Company.", "probability": 4.7287549669674384e-05 }, { "score": 2.057248115539551, "text": "The Consultant agrees that if", "probability": 4.488159895343218e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.965815544128418, "probability": 0.4615563113517862 }, { "score": 11.887640953063965, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.42684863838293335 }, { "score": 10.03371524810791, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.06685350737912095 }, { "score": 9.146034240722656, "text": "before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.027517516380489576 }, { "score": 7.406058311462402, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.004830001759404387 }, { "score": 6.721955299377441, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention,", "probability": 0.0024369416228572226 }, { "score": 6.695743083953857, "text": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.\n\n(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0023738939041190814 }, { "score": 6.266598701477051, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0015455614183934277 }, { "score": 6.1463751792907715, "text": "before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0013704836404364003 }, { "score": 6.1128082275390625, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"),", "probability": 0.0013252442048550612 }, { "score": 5.457928657531738, "text": "The", "probability": 0.0006884704907052235 }, { "score": 5.297466278076172, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto", "probability": 0.0005864046483841311 }, { "score": 5.140749454498291, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.\n\n(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention.", "probability": 0.0005013443818925618 }, { "score": 4.88063383102417, "text": "(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00038651768759038395 }, { "score": 4.410074234008789, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The", "probability": 0.0002414392849618479 }, { "score": 4.406399726867676, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00024055374254745577 }, { "score": 4.253068447113037, "text": "before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.\n\n(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention.", "probability": 0.00020635794263957415 }, { "score": 4.173037052154541, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 0.00019048640965050478 }, { "score": 4.0894775390625, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and", "probability": 0.00017521632239408597 }, { "score": 3.7526419162750244, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.00012510904483831268 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.036235809326172, "probability": 0.9129486957694386 }, { "score": 9.35999870300293, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 0.06283062285285916 }, { "score": 7.128504753112793, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company. The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "probability": 0.006745992533124063 }, { "score": 6.748047351837158, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "probability": 0.004611214302490776 }, { "score": 6.594786167144775, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.00395598666850265 }, { "score": 6.242417812347412, "text": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.", "probability": 0.002781142151004688 }, { "score": 6.1949920654296875, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company", "probability": 0.0026523232183311837 }, { "score": 5.983994483947754, "text": "The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company.", "probability": 0.0021477877536488815 }, { "score": 4.355946063995361, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"),", "probability": 0.00042163719621160083 }, { "score": 3.418924570083618, "text": "(a) All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 0.00016519452613007206 }, { "score": 2.972560405731201, "text": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.\n\n(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"),", "probability": 0.00010571634972517475 }, { "score": 2.9048068523406982, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 9.879095065410003e-05 }, { "score": 2.8832595348358154, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.\n\n(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention.", "probability": 9.668504050925326e-05 }, { "score": 2.6498892307281494, "text": "The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company", "probability": 7.656104422671403e-05 }, { "score": 2.5019688606262207, "text": "if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 6.603388479573551e-05 }, { "score": 2.465843677520752, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 6.369097247639873e-05 }, { "score": 2.3946549892425537, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company. The", "probability": 5.931452072356351e-05 }, { "score": 2.391839027404785, "text": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.\n\n(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention,", "probability": 5.9147728247620995e-05 }, { "score": 2.3534293174743652, "text": "collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 5.691895836790414e-05 }, { "score": 2.3468124866485596, "text": "The Consultant shall not use the Company's trade names, trademarks, service names or service marks without the prior approval of the Company.", "probability": 5.6543578531625096e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.13650131225586, "probability": 0.9939952526819766 }, { "score": 6.912539958953857, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00535360988039342 }, { "score": 4.521481037139893, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.0004900304022251917 }, { "score": 1.8061864376068115, "text": "The", "probability": 3.243288363143659e-05 }, { "score": 1.464296579360962, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The", "probability": 2.3041178317176683e-05 }, { "score": 1.4572944641113281, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 2.2880404865120512e-05 }, { "score": 1.3561782836914062, "text": "(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 2.0679951018418323e-05 }, { "score": 0.9127755165100098, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention,", "probability": 1.3273398425118549e-05 }, { "score": 0.7183771133422852, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 1.0928384758829355e-05 }, { "score": 0.70829176902771, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 1.0818722157797785e-05 }, { "score": 0.0032854080200195312, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "probability": 5.345589377219505e-06 }, { "score": -0.3662869930267334, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company. The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "probability": 3.6939612966642474e-06 }, { "score": -0.4333549737930298, "text": "if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 3.4543400418989866e-06 }, { "score": -0.48963963985443115, "text": "Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 3.2652840504254518e-06 }, { "score": -0.6070637702941895, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"),", "probability": 2.9035166117649042e-06 }, { "score": -0.9712996482849121, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto", "probability": 2.017152269360922e-06 }, { "score": -1.0348807573318481, "text": "(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 1.8928916626185887e-06 }, { "score": -1.1575639247894287, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information. The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.", "probability": 1.6743457175996198e-06 }, { "score": -1.2755398750305176, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission", "probability": 1.4880202160400965e-06 }, { "score": -1.3976216316223145, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and", "probability": 1.3170109877954338e-06 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.729021072387695, "probability": 0.9606979525067734 }, { "score": 8.475622177124023, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.037123907122000935 }, { "score": 4.796698570251465, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention,", "probability": 0.0009373838257893456 }, { "score": 3.8874850273132324, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto", "probability": 0.0003776165595573515 }, { "score": 3.416548252105713, "text": "The", "probability": 0.00023579022034095663 }, { "score": 2.8666346073150635, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00013605087110947888 }, { "score": 2.6484389305114746, "text": "(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00010938056148718808 }, { "score": 2.616582155227661, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The", "probability": 0.0001059509674624534 }, { "score": 2.2700037956237793, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"),", "probability": 7.491829025553103e-05 }, { "score": 1.799579381942749, "text": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.\n\n(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 4.6804232772900924e-05 }, { "score": 1.4849683046340942, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 3.4170495443420454e-05 }, { "score": 1.397817611694336, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and", "probability": 3.131859067330807e-05 }, { "score": 1.0547690391540527, "text": "Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 2.222378918188066e-05 }, { "score": 0.7836382389068604, "text": "if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 1.6946011555261796e-05 }, { "score": 0.6815558671951294, "text": "and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 1.5301488755590353e-05 }, { "score": 0.15692424774169922, "text": "The Consultant agrees that", "probability": 9.055012832418056e-06 }, { "score": -0.07239913940429688, "text": "The Consultant agrees that if", "probability": 7.199381512942924e-06 }, { "score": -0.22113513946533203, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (", "probability": 6.204402503616533e-06 }, { "score": -0.2617459297180176, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention,", "probability": 5.957484516761667e-06 }, { "score": -0.27684879302978516, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and", "probability": 5.868185475423939e-06 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.011260986328125, "probability": 0.5030458870476181 }, { "score": 11.979238510131836, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.48719230234060806 }, { "score": 6.300730228424072, "text": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.\n\n(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.001665542064595739 }, { "score": 6.276413917541504, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0016255306622992324 }, { "score": 6.218402862548828, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention,", "probability": 0.0015339149665231223 }, { "score": 5.944001197814941, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"),", "probability": 0.0011658163883850217 }, { "score": 5.935888290405273, "text": "The", "probability": 0.0011563964910144733 }, { "score": 5.409061431884766, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto", "probability": 0.0006828239846535256 }, { "score": 4.991131782531738, "text": "before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.0004495771470890764 }, { "score": 4.955078125, "text": "(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00043365696152484654 }, { "score": 4.341361999511719, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The", "probability": 0.0002347538890770164 }, { "score": 4.084744453430176, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and", "probability": 0.00018162064411577592 }, { "score": 3.8523361682891846, "text": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00014395659832384198 }, { "score": 3.8198459148406982, "text": "Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 0.00013935457719877313 }, { "score": 3.217155694961548, "text": "the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 7.627394357465274e-05 }, { "score": 3.1019976139068604, "text": "before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 6.797726419767856e-05 }, { "score": 3.0379586219787598, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention", "probability": 6.376052747747026e-05 }, { "score": 2.803269863128662, "text": "and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 5.0422905621760505e-05 }, { "score": 2.738325595855713, "text": "The Consultant agrees that", "probability": 4.72522976931265e-05 }, { "score": 2.6481854915618896, "text": "if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "probability": 4.3179298408549086e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.227446556091309, "probability": 0.9999947499759251 }, { "score": -1.3254953622817993, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 1.3002588883862951e-06 }, { "score": -1.3295319080352783, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 1.2950209126684421e-06 }, { "score": -1.5643473863601685, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 1.023994715003846e-06 }, { "score": -3.009826898574829, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 2.412870086639707e-07 }, { "score": -3.091578960418701, "text": "The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Consultant shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) the termination of this Agreement.", "probability": 2.2234607632241283e-07 }, { "score": -3.439619779586792, "text": "7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 1.5699190621213277e-07 }, { "score": -3.678471803665161, "text": "7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 1.2363605716944228e-07 }, { "score": -3.810516119003296, "text": "The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company.", "probability": 1.083425440247007e-07 }, { "score": -3.906890392303467, "text": "During", "probability": 9.838847158580789e-08 }, { "score": -3.9488282203674316, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.\n\n(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.\n\n(d) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times. - 4 -\n\n\n\n\n\n7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 9.434759775081874e-08 }, { "score": -3.9834165573120117, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.\n\n5. Cooperation. The Consultant shall use Consultant's best efforts in the performance of Consultant's obligations under this Agreement. The Company shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform Consultant's obligations hereunder.", "probability": 9.114006267421959e-08 }, { "score": -4.128664970397949, "text": "All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Consultant shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) the termination of this Agreement.", "probability": 7.88186040039478e-08 }, { "score": -4.208049297332764, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below).", "probability": 7.280355114552679e-08 }, { "score": -4.298147678375244, "text": "The Consultant shall perform all services under this Agreement as an \"independent contractor\" and not as an employee or agent of the Company.", "probability": 6.653089009008045e-08 }, { "score": -4.436263561248779, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company;", "probability": 5.794825571865958e-08 }, { "score": -4.457724094390869, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.\n\n5. Cooperation. The Consultant shall use Consultant's best efforts in the performance of Consultant's obligations under this Agreement.", "probability": 5.6717904473076776e-08 }, { "score": -4.4637250900268555, "text": "(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.\n\n(d) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times. - 4 -\n\n\n\n\n\n7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 5.637855979718243e-08 }, { "score": -4.518314361572266, "text": "The Consultant's obligations under this Section 6.1 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Section 6.1, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is approved for release by written authorization of an officer of the Company.\n\n(d) The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Consultant shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) the termination of this Agreement.", "probability": 5.33833910865467e-08 }, { "score": -4.550575256347656, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 5.168867857556528e-08 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.330623626708984, "probability": 0.4592585122861381 }, { "score": 12.287348747253418, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.43980804908985544 }, { "score": 9.794563293457031, "text": "In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination.", "probability": 0.0363630418794842 }, { "score": 9.364782333374023, "text": "In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination.", "probability": 0.02365967129931062 }, { "score": 8.84979248046875, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity", "probability": 0.01413681111664389 }, { "score": 8.288925170898438, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.008068074090488419 }, { "score": 8.048337936401367, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 0.006342846032865849 }, { "score": 7.34007453918457, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination.", "probability": 0.0031238436152619216 }, { "score": 7.1915717124938965, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.0026927456071856406 }, { "score": 6.5745930671691895, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.001452930715326307 }, { "score": 6.46741247177124, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services", "probability": 0.00130525980359659 }, { "score": 6.2051825523376465, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination.", "probability": 0.001004180900422096 }, { "score": 6.088752269744873, "text": "In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination", "probability": 0.000893813536374958 }, { "score": 5.901516914367676, "text": "The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.0007411935748195537 }, { "score": 4.916690826416016, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below).", "probability": 0.00027683889702436696 }, { "score": 4.687711715698242, "text": "In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company.", "probability": 0.00022018247339334625 }, { "score": 4.54153299331665, "text": "During", "probability": 0.00019023837759474528 }, { "score": 4.414507865905762, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.\n\n3. Compensation.\n\n3.1 Shares. In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement,", "probability": 0.00016754513493960336 }, { "score": 4.406923770904541, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services", "probability": 0.00016627926303320944 }, { "score": 4.144834518432617, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such", "probability": 0.00012794230624132096 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Audit Rights": [ { "text": "", "score": 12.196752548217773, "probability": 0.9714987616820244 }, { "score": 7.73115348815918, "text": "The Company shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform Consultant's obligations hereunder.", "probability": 0.011170104116408328 }, { "score": 7.3182454109191895, "text": "However, the services contemplated by the Agreement must meet the Company's standards and approval and shall be subject to the Company's general right of inspection and supervision to secure their satisfactory completion.", "probability": 0.00739151600641201 }, { "score": 6.427428245544434, "text": "The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times.", "probability": 0.0030328891846711638 }, { "score": 6.228843688964844, "text": "Such written records shall be available to and remain the sole property of the Company at all times.", "probability": 0.0024866368501475426 }, { "score": 5.989078521728516, "text": "The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention.", "probability": 0.001956517227085197 }, { "score": 5.0255937576293945, "text": "The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times", "probability": 0.0007465305067831543 }, { "score": 4.827009201049805, "text": "Such written records shall be available to and remain the sole property of the Company at all times", "probability": 0.0006120732261860018 }, { "score": 4.27510929107666, "text": "The Company shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform Consultant's obligations hereunder", "probability": 0.000352465243014061 }, { "score": 3.6892433166503906, "text": "The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times. - 4 -\n\n\n\n\n\n7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.00019619048344283758 }, { "score": 3.490658760070801, "text": "Such written records shall be available to and remain the sole property of the Company at all times. - 4 -\n\n\n\n\n\n7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.0001608547019267755 }, { "score": 2.968348264694214, "text": "However, the services contemplated by the Agreement must meet the Company's standards and approval and shall be subject to the Company's general right of inspection and supervision to secure their satisfactory completion", "probability": 9.541072462892983e-05 }, { "score": 2.7160396575927734, "text": "In the performance of the services, the Consultant has the authority to control and direct the performance of the details of the services, the Company being interested only in the results obtained. However, the services contemplated by the Agreement must meet the Company's standards and approval and shall be subject to the Company's general right of inspection and supervision to secure their satisfactory completion.", "probability": 7.413460167804912e-05 }, { "score": 2.226524591445923, "text": "The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention", "probability": 4.543884320178289e-05 }, { "score": 2.030426263809204, "text": "The Consultant is not required to attend regular meetings at the Company. However, upon reasonable notice, the Consultant shall meet with representatives of the Company at a location to be designated by the parties to this Agreement. - 5 -\n\n\n\n\n\n9.3 In the performance of the services, the Consultant has the authority to control and direct the performance of the details of the services, the Company being interested only in the results obtained. However, the services contemplated by the Agreement must meet the Company's standards and approval and shall be subject to the Company's general right of inspection and supervision to secure their satisfactory completion.", "probability": 3.734761255845899e-05 }, { "score": 1.9201194047927856, "text": "However, upon reasonable notice, the Consultant shall meet with representatives of the Company at a location to be designated by the parties to this Agreement. - 5 -\n\n\n\n\n\n9.3 In the performance of the services, the Consultant has the authority to control and direct the performance of the details of the services, the Company being interested only in the results obtained. However, the services contemplated by the Agreement must meet the Company's standards and approval and shall be subject to the Company's general right of inspection and supervision to secure their satisfactory completion.", "probability": 3.3447001112946236e-05 }, { "score": 1.8787693977355957, "text": "The", "probability": 3.209217152513376e-05 }, { "score": 1.7016518115997314, "text": "However", "probability": 2.6883011289927292e-05 }, { "score": 1.6505213975906372, "text": "(d) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times.", "probability": 2.5543020843522837e-05 }, { "score": 1.6355631351470947, "text": "(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.\n\n(d) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times.", "probability": 2.5163785059466196e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.333584785461426, "probability": 0.8608140319142764 }, { "score": 10.279245376586914, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 0.11033697380938041 }, { "score": 8.72275161743164, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.", "probability": 0.02326721579347661 }, { "score": 6.500304698944092, "text": "The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.", "probability": 0.0025208556909153933 }, { "score": 5.910919189453125, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone", "probability": 0.0013982380304194345 }, { "score": 5.152667999267578, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony.", "probability": 0.000655053546764022 }, { "score": 3.935946464538574, "text": "The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.", "probability": 0.00019402663594991038 }, { "score": 3.715380907058716, "text": "any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 0.00015562198458486513 }, { "score": 3.692899227142334, "text": "Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6. For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony.", "probability": 0.00015216237556424345 }, { "score": 3.3576443195343018, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond", "probability": 0.00010881980002031488 }, { "score": 3.339372396469116, "text": "The", "probability": 0.00010684950833245749 }, { "score": 2.9275310039520264, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The", "probability": 7.07802486396579e-05 }, { "score": 2.8200273513793945, "text": "Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 6.356584737720865e-05 }, { "score": 2.1588871479034424, "text": "any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.", "probability": 3.281665404201356e-05 }, { "score": 2.079401969909668, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 3.0309189601785292e-05 }, { "score": 1.904548168182373, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony", "probability": 2.544698203792541e-05 }, { "score": 1.791206955909729, "text": "Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6.", "probability": 2.2720235059332478e-05 }, { "score": 1.6289587020874023, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company", "probability": 1.9317427850679078e-05 }, { "score": 1.263533592224121, "text": "Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.", "probability": 1.3404394165965191e-05 }, { "score": 1.1351969242095947, "text": "The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond", "probability": 1.1789931541225876e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.089385032653809, "probability": 0.4877839342060544 }, { "score": 11.598051071166992, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 0.29843095171761036 }, { "score": 10.921723365783691, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 0.1517464268186253 }, { "score": 9.07046890258789, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.", "probability": 0.02383026520211262 }, { "score": 9.028264045715332, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone", "probability": 0.022845440640409546 }, { "score": 7.743422985076904, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone", "probability": 0.006321209095598845 }, { "score": 7.032853126525879, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony.", "probability": 0.003106015279004692 }, { "score": 6.601162910461426, "text": "any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 0.00201707900515411 }, { "score": 6.238382339477539, "text": "The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.", "probability": 0.0014033606955549264 }, { "score": 5.857654571533203, "text": "Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6. For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony.", "probability": 0.0009590060350161517 }, { "score": 4.8888349533081055, "text": "Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company.", "probability": 0.00036397229411419085 }, { "score": 4.742645740509033, "text": "any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 0.0003144699543346802 }, { "score": 4.031374931335449, "text": "any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone", "probability": 0.00015441097670246834 }, { "score": 3.9296576976776123, "text": "The", "probability": 0.00013947710892074197 }, { "score": 3.866257667541504, "text": "Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 0.00013090874323211176 }, { "score": 3.7730422019958496, "text": "Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6. For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony.", "probability": 0.00011925749731481688 }, { "score": 3.6785802841186523, "text": "The", "probability": 0.00010850791075201133 }, { "score": 3.5364322662353516, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 9.412983593504095e-05 }, { "score": 3.2378292083740234, "text": "For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony", "probability": 6.983057874484301e-05 }, { "score": 3.1082937717437744, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The", "probability": 6.134640480808617e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.05669116973877, "probability": 0.9919812159046241 }, { "score": 7.142629623413086, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 0.0072837265880602445 }, { "score": 4.704285621643066, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone", "probability": 0.0006359080023041173 }, { "score": 1.3588578701019287, "text": "The", "probability": 2.24126638794459e-05 }, { "score": 1.2670719623565674, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.", "probability": 2.0447083233048362e-05 }, { "score": 0.805881142616272, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 1.2892547398618695e-05 }, { "score": 0.41029226779937744, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "probability": 8.680338699305786e-06 }, { "score": 0.34087634086608887, "text": "Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6.", "probability": 8.098222730657944e-06 }, { "score": -0.15145671367645264, "text": "Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 4.949623767332674e-06 }, { "score": -0.21168899536132812, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The", "probability": 4.660297491173897e-06 }, { "score": -0.4286843538284302, "text": "any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 3.7512305279422755e-06 }, { "score": -1.0352606773376465, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company", "probability": 2.0452245818310906e-06 }, { "score": -1.1163933277130127, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 1.8858430325734198e-06 }, { "score": -1.2121387720108032, "text": ".", "probability": 1.7136567006150362e-06 }, { "score": -1.28896963596344, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 1.5869257353132612e-06 }, { "score": -1.4707773923873901, "text": "The Consultant shall not use the Company's trade names, trademarks, service names or service marks without the prior approval of the Company.\n\n9.5 The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.\n\n10. Remedies. The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone.", "probability": 1.323117756538356e-06 }, { "score": -1.4756771326065063, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6.", "probability": 1.3166506796884548e-06 }, { "score": -1.609388828277588, "text": "The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.\n\n11. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 11.", "probability": 1.151861641839991e-06 }, { "score": -1.6320135593414307, "text": "7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 1.126093677762029e-06 }, { "score": -1.6481002569198608, "text": "monetary damages alone.", "probability": 1.1081234774403408e-06 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.719381332397461, "probability": 0.9876805655106382 }, { "score": 7.148415565490723, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.010220480142052039 }, { "score": 4.956967830657959, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 0.0011421881237196308 }, { "score": 3.9311091899871826, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.0004094613304840764 }, { "score": 2.5332179069519043, "text": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 0.00010118506680468773 }, { "score": 2.3201708793640137, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity", "probability": 8.176948722069984e-05 }, { "score": 2.207697629928589, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below).", "probability": 7.307095151790393e-05 }, { "score": 1.6219456195831299, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services", "probability": 4.067765389736941e-05 }, { "score": 1.4275834560394287, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter,", "probability": 3.349233925866351e-05 }, { "score": 1.3179137706756592, "text": "During the Consultation Period", "probability": 3.0013493037705327e-05 }, { "score": 1.3147120475769043, "text": "During", "probability": 2.9917551814345687e-05 }, { "score": 1.2378273010253906, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services,", "probability": 2.7703550415378943e-05 }, { "score": 1.1524896621704102, "text": "The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 2.543746125267125e-05 }, { "score": 1.0255547761917114, "text": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 2.2405087508462397e-05 }, { "score": 0.8618124723434448, "text": "The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "probability": 1.9021040289706182e-05 }, { "score": 0.6852012872695923, "text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 1.594164017811287e-05 }, { "score": 0.6338381767272949, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services", "probability": 1.5143500871299179e-05 }, { "score": 0.466327428817749, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period", "probability": 1.2807881282148817e-05 }, { "score": 0.17794132232666016, "text": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services,", "probability": 9.599150453409272e-06 }, { "score": 0.126630961894989, "text": "The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.\n\n2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "probability": 9.11903730351788e-06 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Insurance": [ { "score": 12.177240371704102, "text": "The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "probability": 0.38671160470256954 }, { "text": "", "score": 12.12259578704834, "probability": 0.3661469014961667 }, { "score": 11.702421188354492, "text": "The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "probability": 0.24053365668439766 }, { "score": 7.6094512939453125, "text": "The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage", "probability": 0.004014408965566031 }, { "score": 6.006377696990967, "text": "The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage", "probability": 0.0008080078808548506 }, { "score": 5.314652442932129, "text": "Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "probability": 0.0004045788129532504 }, { "score": 5.159317970275879, "text": "9.5 The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "probability": 0.0003463715647073777 }, { "score": 4.650902271270752, "text": "The Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Company.", "probability": 0.00020832438044617851 }, { "score": 4.575062274932861, "text": "The", "probability": 0.00019310930774360662 }, { "score": 4.532583713531494, "text": "Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "probability": 0.0001850780871171165 }, { "score": 3.9146015644073486, "text": "The", "probability": 9.976283103457328e-05 }, { "score": 3.910903215408325, "text": "9.5 The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "probability": 9.93945546952592e-05 }, { "score": 3.784097909927368, "text": "workers' compensation insurance coverage.", "probability": 8.755717643590804e-05 }, { "score": 3.05002498626709, "text": "unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "probability": 4.2023084627704056e-05 }, { "score": 2.4636149406433105, "text": "for maintaining adequate workers' compensation insurance coverage.", "probability": 2.3378319029434898e-05 }, { "score": 2.442720413208008, "text": "workers' compensation insurance coverage.", "probability": 2.2894908010701843e-05 }, { "score": 2.414031505584717, "text": ".", "probability": 2.224741051743411e-05 }, { "score": 2.2341744899749756, "text": "unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "probability": 1.8585256497844275e-05 }, { "score": 2.103968620300293, "text": "solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "probability": 1.6316269442377167e-05 }, { "score": 2.0717086791992188, "text": "be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "probability": 1.5798307186767597e-05 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 11.973526000976562, "probability": 0.677177502505298 }, { "score": 10.932796478271484, "text": "The Consultant also hereby waives all claims to moral rights in any Inventions.", "probability": 0.2391770100573956 }, { "score": 9.075713157653809, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 0.03734207044561637 }, { "score": 8.927861213684082, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.\n\n(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.", "probability": 0.03220973194069393 }, { "score": 6.498513698577881, "text": "The Consultant also hereby waives all claims to moral rights in any Inventions.", "probability": 0.0028374935962127493 }, { "score": 6.129990100860596, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company", "probability": 0.001962850057951749 }, { "score": 6.078639030456543, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.0018645998227918895 }, { "score": 5.8146891593933105, "text": "Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company.", "probability": 0.0014320351105510023 }, { "score": 5.698913097381592, "text": "Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company.", "probability": 0.0012754773806973817 }, { "score": 5.531935691833496, "text": "The Consultant also hereby waives all claims to moral rights in any Inventions", "probability": 0.0010793328504741756 }, { "score": 5.052042007446289, "text": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "probability": 0.0006679442512318255 }, { "score": 4.850865364074707, "text": "Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6.", "probability": 0.0005462234114000438 }, { "score": 4.836682319641113, "text": "The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company.", "probability": 0.0005385309804798095 }, { "score": 4.482929706573486, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"),", "probability": 0.00037807493357396396 }, { "score": 4.226422309875488, "text": "Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6. For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "probability": 0.0002925352043680324 }, { "score": 4.16811466217041, "text": "Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.", "probability": 0.0002759659168832703 }, { "score": 4.073330879211426, "text": "The Consultant also hereby waives all claims to moral rights in any Inventions.\n\n(d) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times. - 4 -\n\n\n\n\n\n7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others,", "probability": 0.00025101020246568075 }, { "score": 4.031548023223877, "text": "Consultant also hereby waives all claims to moral rights in any Inventions.", "probability": 0.00024073836697949968 }, { "score": 3.9975390434265137, "text": "Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.\n\n(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.", "probability": 0.0002326887560880912 }, { "score": 3.9331769943237305, "text": "Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6.", "probability": 0.00021818420884669144 } ], "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.922536849975586, "probability": 0.8147387441205709 }, { "score": 10.419641494750977, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 0.18126719301772182 }, { "score": 6.443360805511475, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant", "probability": 0.0033997145017583344 }, { "score": 3.975072145462036, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 0.0002880569135075456 }, { "score": 2.892396926879883, "text": "This", "probability": 9.756149121874584e-05 }, { "score": 1.3421962261199951, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 2.0703073295156018e-05 }, { "score": 1.2968045473098755, "text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "probability": 1.978433531368233e-05 }, { "score": 1.287642240524292, "text": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.\n\n(b) The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 1.9603893059942517e-05 }, { "score": 1.246232509613037, "text": "17. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 1.8808679542894954e-05 }, { "score": 1.225541591644287, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns,", "probability": 1.842350920263554e-05 }, { "score": 1.19450044631958, "text": "16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.\n\n17. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 1.786040725492214e-05 }, { "score": 1.1099045276641846, "text": ".", "probability": 1.6411633763417623e-05 }, { "score": 0.9191498756408691, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.\n\n18. Interpretation. If any restriction set forth in Section 1, 6 or 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.\n\n19. Survival. The last sentence of Section 1 and Sections 4 through 20 shall survive the expiration or termination of this Agreement.\n\n20. Miscellaneous.\n\n20.1 No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right.", "probability": 1.3561512358241087e-05 }, { "score": 0.9083974361419678, "text": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.", "probability": 1.3416474171637998e-05 }, { "score": 0.7437825202941895, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.\n\n18. Interpretation. If any restriction set forth in Section 1, 6 or 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.", "probability": 1.1380125443478584e-05 }, { "score": 0.6099250316619873, "text": "both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 9.95436315563563e-06 }, { "score": 0.33262014389038086, "text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consult", "probability": 7.543649438882078e-06 }, { "score": 0.32045233249664307, "text": "The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.\n\n(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.", "probability": 7.45241591706604e-06 }, { "score": 0.2780778408050537, "text": "binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 7.1432208373176794e-06 }, { "score": 0.21143054962158203, "text": "ure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "probability": 6.682662467494068e-06 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Document Name": [ { "score": 13.04996395111084, "text": "Celebrity Endorsement Agreement", "probability": 0.22934343093121967 }, { "score": 12.745101928710938, "text": "CELEBRITY ENDORSEMENT AGREEMENT", "probability": 0.16907773103277018 }, { "score": 12.356853485107422, "text": "CONFIDENTIALITY AND NON-DISPARAGEMENT AGREEMENT", "probability": 0.11467592566407671 }, { "score": 12.31473445892334, "text": "CONFIDENTIALITY AND NON-DISPARAGEMENT AGREEMENT. Concurrent with the execution of this agreement, the parties will execute a mutually acceptable Confidentiality and Non-Disparagement Agreement. IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand on the day indicated above.\n\n\n\n7\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n Theismann\n\n Bizzingo, Inc.\n\n\n\n\n\nJoseph Theismann\n\nDouglas Toth President\n\n8\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n SCHEDULE A (Attached to and made a part of the Celebrity Endorsement Agreement", "probability": 0.10994619242387367 }, { "score": 12.087027549743652, "text": "Celebrity Endorsement Agreement", "probability": 0.0875564893081764 }, { "score": 12.044055938720703, "text": "CONFIDENTIALITY AND NON-DISPARAGEMENT AGREEMENT", "probability": 0.0838737394384504 }, { "score": 11.934806823730469, "text": "SCHEDULE A (Attached to and made a part of the Celebrity Endorsement Agreement", "probability": 0.07519339924748042 }, { "score": 10.763673782348633, "text": "CONFIDENTIALITY AND NON-DISPARAGEMENT AGREEMENT. Concurrent with the execution of this agreement, the parties will execute a mutually acceptable Confidentiality and Non-Disparagement Agreement. IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand on the day indicated above.\n\n\n\n7\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n Theismann\n\n Bizzingo, Inc.\n\n\n\n\n\nJoseph Theismann\n\nDouglas Toth President\n\n8\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n SCHEDULE A", "probability": 0.023311117897701267 }, { "score": 10.713774681091309, "text": "SCHEDULE A (Attached to and made a part of the Celebrity Endorsement Agreement", "probability": 0.0221764587262206 }, { "score": 10.597770690917969, "text": "SCHEDULE A", "probability": 0.019747508240040363 }, { "text": "", "score": 10.310384750366211, "probability": 0.014815017729848766 }, { "score": 10.226537704467773, "text": "Attached to and made a part of the Celebrity Endorsement Agreement", "probability": 0.01362347396729505 }, { "score": 10.003141403198242, "text": "AGREEMENT", "probability": 0.010896024855978315 }, { "score": 9.60404109954834, "text": "Attached to and made a part of the Celebrity Endorsement Agreement", "probability": 0.007310398063693904 }, { "score": 9.42530345916748, "text": "CONFIDENTIALITY AND NON-DISPARAGEMENT AGREEMENT.", "probability": 0.00611387077040362 }, { "score": 9.162714004516602, "text": "SCHEDULE A", "probability": 0.004701918570562362 }, { "score": 8.71841049194336, "text": "CELEBRITY ENDORSEMENT AGREEMENT THIS AGREEMENT", "probability": 0.0030152028836813844 }, { "score": 8.068060874938965, "text": "AGREEMENT", "probability": 0.0015735237046808073 }, { "score": 8.046494483947754, "text": "CONFIDENTIALITY AND NON-DISPARAGEMENT AGREEMENT. Concurrent with the execution of this agreement, the parties will execute a mutually acceptable Confidentiality and Non-Disparagement Agreement", "probability": 0.001539951790947799 }, { "score": 8.025941848754883, "text": "AGREEMENT. Concurrent with the execution of this agreement, the parties will execute a mutually acceptable Confidentiality and Non-Disparagement Agreement. IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand on the day indicated above.\n\n\n\n7\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n Theismann\n\n Bizzingo, Inc.\n\n\n\n\n\nJoseph Theismann\n\nDouglas Toth President\n\n8\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n SCHEDULE A (Attached to and made a part of the Celebrity Endorsement Agreement", "probability": 0.0015086247528983967 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Parties": [ { "score": 13.194961547851562, "text": "Bizzingo, Inc.,", "probability": 0.20766343157407463 }, { "score": 13.072754859924316, "text": "Bizzingo, Inc., a Nevada corporation with offices at 63 Main Street, Suite 202, Flemington, NJ 08822 (\"Bizzingo\") and Joseph Theismann", "probability": 0.18377495966426202 }, { "score": 13.062225341796875, "text": "Bizzingo", "probability": 0.18185004986606448 }, { "score": 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"probability": 0.00042967923669382587 }, { "score": 7.712194919586182, "text": ", 2012", "probability": 0.0002171375399368368 }, { "score": 7.498117923736572, "text": "as of this March 14, 2012", "probability": 0.00017529214490856525 }, { "score": 7.370143413543701, "text": "March 14", "probability": 0.00015423531741370178 }, { "score": 7.359589576721191, "text": ", 2012 but effective as of March 1, 2012", "probability": 0.00015261610253570438 }, { "score": 7.347956657409668, "text": "March 14, 2012 but effective as of March 1", "probability": 0.00015085101817616443 }, { "score": 7.180704116821289, "text": "March 14, 2012 but effective as of March 1, 2012 (\"Effective Date\")", "probability": 0.00012761784019617062 }, { "score": 7.145512580871582, "text": "as of this March 14, 2012 but effective as of March 1, 2012", "probability": 0.00012320487728124374 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Effective Date": [ { "score": 15.059952735900879, "text": "March 14, 2012", "probability": 0.39272600361352905 }, { "score": 14.947563171386719, "text": "March 14, 2012 but effective as of March 1, 2012", "probability": 0.3509776732192574 }, { "score": 14.398378372192383, "text": "March 1, 2012", "probability": 0.20266164462626973 }, { "text": "", "score": 11.562772750854492, "probability": 0.011892788307714315 }, { "score": 11.314972877502441, "text": "March 14, 2012 but effective as of March 1, 2012 (\"", "probability": 0.009282513101584119 }, { "score": 10.86341381072998, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 0.005909571069574667 }, { "score": 10.765788078308105, "text": "March 1, 2012 (\"", "probability": 0.0053599117977419985 }, { "score": 10.67512035369873, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\").", "probability": 0.004895320724593617 }, { "score": 10.56784439086914, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\").", "probability": 0.004397357673845624 }, { "score": 10.311238288879395, "text": "March 14, 2012 but", "probability": 0.0034021164725248267 }, { "score": 9.835005760192871, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.00211311930874272 }, { "score": 9.536025047302246, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 0.0015670337299164515 }, { "score": 9.491989135742188, "text": "THIS AGREEMENT is made as of this March 14, 2012", "probability": 0.001499525278078279 }, { "score": 9.379598617553711, "text": "THIS AGREEMENT is made as of this March 14, 2012 but effective as of March 1, 2012", "probability": 0.0013401185209850268 }, { "score": 8.812874794006348, "text": "March 14, 2012 but effective as of March 1, 2012 (\"Effective Date\")", "probability": 0.0007603581056753616 }, { "score": 8.263689994812012, "text": "March 1, 2012 (\"Effective Date\")", "probability": 0.0004390462298860238 }, { "score": 7.637724876403809, "text": "this March 14, 2012", "probability": 0.00023477781442663126 }, { "score": 7.525335311889648, "text": "this March 14, 2012 but 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however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 0.16026553055480275 }, { "score": 13.995668411254883, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\").", "probability": 0.1456403643084272 }, { "score": 13.681471824645996, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\").", "probability": 0.10637214400072839 }, { "text": "", "score": 11.458883285522461, "probability": 0.011523117085462728 }, { "score": 10.521770477294922, "text": "provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 0.0045142650354632755 }, { "score": 9.597644805908203, "text": "provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 0.0017916136951099792 }, { "score": 8.437427520751953, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term", "probability": 0.0005615241107863155 }, { "score": 8.152246475219727, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.", "probability": 0.00042219769152985093 }, { "score": 7.527076721191406, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term", "probability": 0.0002259477806840384 }, { "score": 7.479900360107422, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term", "probability": 0.00021553591456449514 }, { "score": 7.208761692047119, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term. 3. COMPENSATION.\n\n\n\n\n\na. In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.00016434845255332013 }, { "score": 6.991868019104004, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.00013230306151637049 }, { "score": 6.369849681854248, "text": "Unless", "probability": 7.102819240233682e-05 }, { "score": 6.336365699768066, "text": "Unless", "probability": 6.86892625484447e-05 }, { "score": 6.257986545562744, "text": "2. TERM. Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 6.351103929950177e-05 }, { "score": 6.093263626098633, "text": ".", "probability": 5.3865533385448995e-05 }, { "score": 5.655228614807129, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 3.475960050118066e-05 }, { "score": 5.648562431335449, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term", "probability": 3.452865723714312e-05 }, { "score": 5.241115570068359, "text": "sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 2.2973531813204855e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Renewal Term": [ { "score": 14.688908576965332, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 0.8267372114752614 }, { "score": 12.915054321289062, "text": "provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 0.14027890615184907 }, { "text": "", "score": 11.35832405090332, "probability": 0.029574199929748708 }, { "score": 8.451213836669922, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term", "probability": 0.0016157385247510985 }, { "score": 7.214825630187988, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\").", "probability": 0.0004692610462985495 }, { "score": 7.061758041381836, "text": "\"Property\" as stated herein shall mean Theismann's name (including \"Joe Theismann\", \"Theismann\" \"J. Theismann\"), nicknames, initials, autograph, facsimile signature, photograph, image, likeness, voice, video portrayals, biographical data, character, symbols, and/or other endorsement, and any variations or deviations thereof. \"Territory\" as stated herein shall mean worldwide. 2. TERM. Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 0.0004026596349133434 }, { "score": 6.6773600578308105, "text": "provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term", "probability": 0.000274155000900621 }, { "score": 6.0968828201293945, "text": "Unless", "probability": 0.00015342569918739768 }, { "score": 5.928349018096924, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term. 3. COMPENSATION.\n\n\n\n\n\na. In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.00012962978803098053 }, { "score": 5.3879804611206055, "text": "2. TERM. Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 7.55136962018188e-05 }, { "score": 5.1733598709106445, "text": ".", "probability": 6.0928037596884756e-05 }, { "score": 4.930213928222656, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided", "probability": 4.777715104255761e-05 }, { "score": 4.757646560668945, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 4.020454890233486e-05 }, { "score": 4.665565490722656, "text": "the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 3.66678033116122e-05 }, { "score": 4.1544952392578125, "text": "provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term. 3. COMPENSATION.\n\n\n\n\n\na. In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 2.1995300668996203e-05 }, { "score": 4.127026557922363, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 2.139934134431587e-05 }, { "score": 3.9057440757751465, "text": "Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 1.7151363264668013e-05 }, { "score": 3.8885209560394287, "text": "TERM. Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 1.6858492594465804e-05 }, { "score": 3.7519092559814453, "text": "the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 1.4705812757579373e-05 }, { "score": 3.515636682510376, "text": "sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 1.1611201373575138e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Notice Period To Terminate Renewal": [ { "score": 12.830097198486328, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.6091842389488021 }, { "text": "", "score": 11.650178909301758, "probability": 0.18720466054040938 }, { "score": 11.418886184692383, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 0.14854823720694446 }, { "score": 10.098487854003906, "text": "provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "probability": 0.03966667460164752 }, { "score": 8.439929008483887, "text": "d. Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.0075530583368298935 }, { "score": 6.936187744140625, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0016790216869876319 }, { "score": 6.844922065734863, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0015325693125389922 }, { "score": 5.8990583419799805, "text": "such termination to become effective at the conclusion of such 30-day period.", "probability": 0.0005951641033350336 }, { "score": 5.846000671386719, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo,", "probability": 0.0005644091889985215 }, { "score": 5.787120819091797, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.0005321362941572415 }, { "score": 5.720883846282959, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo", "probability": 0.0004980311751390442 }, { "score": 5.615392684936523, "text": "Upon Theismann's death. c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach. d. Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.0004481695023869754 }, { "score": 5.458533763885498, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.", "probability": 0.00038310633715548634 }, { "score": 5.284839153289795, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0003220213934918076 }, { "score": 5.2845330238342285, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 0.0003219228283455543 }, { "score": 5.1160993576049805, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term", "probability": 0.0002720207056380788 }, { "score": 4.937500476837158, "text": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\").", "probability": 0.0002275293648443586 }, { "score": 4.818051338195801, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.00020191163832390796 }, { "score": 4.465753555297852, "text": "Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death. c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach. d. Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.00014195816262115767 }, { "score": 4.323694705963135, "text": "c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach. d. Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.00012315867140265543 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Governing Law": [ { "text": "", "score": 12.095998764038086, "probability": 0.9999907879172079 }, { "score": -0.657932698726654, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 2.890905812870248e-06 }, { "score": -1.3181493282318115, "text": "Upon Theismann's death.", "probability": 1.4938448813400082e-06 }, { "score": -2.028592109680176, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 7.341150433211955e-07 }, { "score": -2.083909511566162, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 6.946084803585463e-07 }, { "score": -2.4112062454223633, "text": "Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 5.007222796553113e-07 }, { "score": -2.4318203926086426, "text": "\"Territory\" as stated herein shall mean worldwide.", "probability": 4.905059788238531e-07 }, { "score": -2.4970529079437256, "text": "declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 4.5953033307569793e-07 }, { "score": -2.6329598426818848, "text": "Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder.", "probability": 4.011349956265218e-07 }, { "score": -3.1958534717559814, "text": "Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 2.2846988081653735e-07 }, { "score": -3.454569101333618, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 1.7638846661772035e-07 }, { "score": -3.474000930786133, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 1.7299400314529943e-07 }, { "score": -3.525627374649048, "text": "ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 1.6428956088887197e-07 }, { "score": -3.6447243690490723, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii.", "probability": 1.4584340706106725e-07 }, { "score": -3.8177828788757324, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry;", "probability": 1.2266719810968775e-07 }, { "score": -3.839871644973755, "text": "iii. Upon Theismann's death.", "probability": 1.199873374314091e-07 }, { "score": -3.8677124977111816, "text": "declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 1.1669286095342928e-07 }, { "score": -3.910715103149414, "text": "Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder. Theismann shall have free and full access thereto for such purposes and may make copies thereof.", "probability": 1.1178112940759054e-07 }, { "score": -4.02733850479126, "text": "Totally retires from the entertainment or sports industry; or iii.", "probability": 9.947629315145881e-08 }, { "score": -4.148503303527832, "text": "Theismann shall have free and full access thereto for such purposes and may make copies thereof.", "probability": 8.812484984595293e-08 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Most Favored Nation": [ { "text": "", "score": 12.032487869262695, "probability": 0.8740751367233203 }, { "score": 9.065559387207031, "text": "Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years.", "probability": 0.04498089565808009 }, { "score": 8.505049705505371, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.025680403132229655 }, { "score": 7.505650997161865, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.009452974639594982 }, { "score": 7.462123870849609, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.009050340147261887 }, { "score": 7.259775638580322, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.007392412305691858 }, { "score": 7.016464710235596, "text": "Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years", "probability": 0.005795856013301556 }, { "score": 6.74538516998291, "text": "Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period. The form of the warrant is attached hereto as Schedule A-l and shall be referred to as the \"Royalty Warrant.\"\n\n\n\n9\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n 2. Initial Bonus. Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years.", "probability": 0.004419663851371532 }, { "score": 6.640789985656738, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\").", "probability": 0.003980742887962813 }, { "score": 6.620434761047363, "text": "Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years.", "probability": 0.0039005330860919945 }, { "score": 6.288454055786133, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period.", "probability": 0.00279863704009498 }, { "score": 6.193807125091553, "text": "Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years. The form of warrant is attached hereto as Schedule A-II and shall be referred to as the \"Bonus Warrant.\" 3. Restrictive Legend.", "probability": 0.002545903499377987 }, { "score": 5.28176736831665, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.001022699643052747 }, { "score": 5.1455206871032715, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A", "probability": 0.000892435674417094 }, { "score": 5.101639270782471, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period", "probability": 0.0008541211292444267 }, { "score": 5.086966514587402, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 0.0008416803118915061 }, { "score": 5.039153575897217, "text": "Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period.", "probability": 0.0008023840241506494 }, { "score": 4.696290493011475, "text": "Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period. The form of the warrant is attached hereto as Schedule A-l and shall be referred to as the \"Royalty Warrant.\"\n\n\n\n9\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n 2. Initial Bonus. Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years", "probability": 0.0005694803301486008 }, { "score": 4.600368499755859, "text": "Theismann represents and warrants to Bizzingo that he is acquiring such shares of Bizzingo common stock for investment purposes and not with a view towards distribution. 9. REPRESENTATIONS, WARRANTIES AND INDEMNITY.\n\n\n\n\n\na. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.0005173927463485015 }, { "score": 4.406726360321045, "text": "Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years. The form of warrant is attached hereto as Schedule A-II and shall be referred to as the \"Bonus Warrant.\"", "probability": 0.0004263071563670071 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Compete": [ { "text": "", "score": 11.583518028259277, "probability": 0.7601260922640922 }, { "score": 9.97573184967041, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.1522765311451693 }, { "score": 9.189796447753906, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.06939138677131877 }, { "score": 6.569350719451904, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.005049640343211998 }, { "score": 5.998903274536133, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.002854422587715264 }, { "score": 5.562045097351074, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0018441369669877016 }, { "score": 5.411201477050781, "text": "Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.0015859249141479974 }, { "score": 5.310133934020996, "text": "a. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.0014334730931893542 }, { "score": 5.0037736892700195, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.001055210202759416 }, { "score": 4.700835227966309, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network.", "probability": 0.0007794252655779011 }, { "score": 4.43332576751709, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.0005964809761852178 }, { "score": 4.292216777801514, "text": "Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.0005179808947808601 }, { "score": 4.1476616859436035, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0004482644135193974 }, { "score": 4.064837455749512, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry;", "probability": 0.00041263318932234944 }, { "score": 3.8731529712677, "text": "Theismann represents and warrants to Bizzingo that he is acquiring such shares of Bizzingo common stock for investment purposes and not with a view towards distribution. 9. REPRESENTATIONS, WARRANTIES AND INDEMNITY.\n\n\n\n\n\na. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.0003406564707638612 }, { "score": 3.862217664718628, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network. b.", "probability": 0.0003369515817958629 }, { "score": 3.6198761463165283, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0002644355957796192 }, { "score": 3.5199263095855713, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.00023928322464975132 }, { "score": 3.4878556728363037, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute;", "probability": 0.00023173100875112642 }, { "score": 3.41449236869812, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder.", "probability": 0.00021533909028213582 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Exclusivity": [ { "text": "", "score": 12.213788986206055, "probability": 0.8117952308330969 }, { "score": 10.655245780944824, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.17083615244426378 }, { "score": 7.738821029663086, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.00924682429427934 }, { "score": 6.282038688659668, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network.", "probability": 0.002154368911199603 }, { "score": 5.930633544921875, "text": "Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.0015160263802636632 }, { "score": 5.761142730712891, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.0012796695417463585 }, { "score": 5.477604389190674, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder.", "probability": 0.0009637373621125266 }, { "score": 4.979367256164551, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann", "probability": 0.0005855676265117588 }, { "score": 4.534564018249512, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder. (c).", "probability": 0.0003753197917672802 }, { "score": 4.226977825164795, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network", "probability": 0.00027594242738401695 }, { "score": 4.14790153503418, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder. (c). The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.", "probability": 0.0002549623678967892 }, { "score": 4.1018548011779785, "text": "(a). Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.00024348838070407 }, { "score": 3.7754976749420166, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b).", "probability": 0.00017568842212174212 }, { "score": 3.488220453262329, "text": "Notwithstanding", "probability": 0.0001318196730862948 }, { "score": 2.1595373153686523, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form,", "probability": 3.490924653198909e-05 }, { "score": 2.0885910987854004, "text": "a. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 3.25183817300803e-05 }, { "score": 1.9586310386657715, "text": "including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 2.855538289391552e-05 }, { "score": 1.837618350982666, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. B", "probability": 2.530071796365834e-05 }, { "score": 1.7714710235595703, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network", "probability": 2.3681293813506615e-05 }, { "score": 1.614274501800537, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder. (c). The", "probability": 2.02365206330258e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.027463912963867, "probability": 0.9974559511374639 }, { "score": 4.810541152954102, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.0007321903400133127 }, { "score": 4.663801670074463, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0006322602040099432 }, { "score": 4.148320198059082, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.00037759400313064746 }, { "score": 3.6963324546813965, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00024028646343775628 }, { "score": 3.46795654296875, "text": "Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00019122598525251534 }, { "score": 3.0711145401000977, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00012858805140874974 }, { "score": 1.9819951057434082, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 4.3271510411281606e-05 }, { "score": 1.8015086650848389, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 3.6125826303756515e-05 }, { "score": 1.5731327533721924, "text": "Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 2.8749837294877707e-05 }, { "score": 1.2431050539016724, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 2.066836785281879e-05 }, { "score": 1.17629075050354, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 1.9332548090601595e-05 }, { "score": 1.0770983695983887, "text": "a. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 1.7506946134442766e-05 }, { "score": 0.9348577260971069, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.", "probability": 1.5185743812102806e-05 }, { "score": 0.7710007429122925, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 1.2890622350768458e-05 }, { "score": 0.7064818143844604, "text": "Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.", "probability": 1.2085195232039674e-05 }, { "score": 0.5135375261306763, "text": "In addition to the other terms and conditions herein, during the Term, Theismann also will;", "probability": 9.964580751498842e-06 }, { "score": 0.43229246139526367, "text": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 9.187021815958291e-06 }, { "score": 0.384364515542984, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 8.757091857466289e-06 }, { "score": 0.31601226329803467, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor.", "probability": 8.178523375234423e-06 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.788267135620117, "probability": 0.2885006849186093 }, { "score": 11.352460861206055, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.18658579975525377 }, { "score": 11.267109870910645, "text": "In addition, any stock certificate representing such shares shall contain the restrictive legend set for on Schedule A may not be sold, transferred or hypothecated unless such transfer is pursuant to an effective registration statement or an exemption from such registration as verified by an opinion of counsel acceptable to Bizzingo.", "probability": 0.1713212065350561 }, { "score": 10.876090049743652, "text": "In addition, any stock certificate representing such shares shall contain the restrictive legend set for on Schedule A may not be sold, transferred or hypothecated unless such transfer is pursuant to an effective registration statement or an exemption from such registration as verified by an opinion of counsel acceptable to Bizzingo.", "probability": 0.1158759675893538 }, { "score": 10.830683708190918, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 0.11073212901223503 }, { "score": 9.803349494934082, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network", "probability": 0.03963766566380313 }, { "score": 9.217691421508789, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.022067848845570566 }, { "score": 8.966428756713867, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network.", "probability": 0.017164770920827008 }, { "score": 8.750499725341797, "text": "The restricted legend for purposes of any certificate representing the Royalty Warrant and Bonus Warrant, and the stock certificate for shares underlying the Royalty Warrant or Bonus Warrant is as follows:\n\n\n\nThe securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the \"Act\") or any state securities law. These shares have been acquired for investment and may not be offered for sale, hypothecated, sold or transferred, nor will any assignee or transferee thereof be recognized by the Company as having any interest in such shares, in the absence of(i) an effective registration statement with respect to the shares under the Act, and any other applicable state law, or (ii) an opinion of counsel satisfactory to the Company that such shares will be offered for sale, hypothecated, sold or transferred only in a transaction which is exempt under or is otherwise in compliance with the applicable securities laws.", "probability": 0.01383124342902037 }, { "score": 8.41954517364502, "text": "Except as stated herein, no other rights or privileges are granted to Bizzingo by Theismann.", "probability": 0.00993412200371038 }, { "score": 7.718122482299805, "text": "These shares have been acquired for investment and may not be offered for sale, hypothecated, sold or transferred, nor will any assignee or transferee thereof be recognized by the Company as having any interest in such shares, in the absence of(i) an effective registration statement with respect to the shares under the Act, and any other applicable state law, or (ii) an opinion of counsel satisfactory to the Company that such shares will be offered for sale, hypothecated, sold or transferred only in a transaction which is exempt under or is otherwise in compliance with the applicable securities laws.", "probability": 0.00492612564905809 }, { "score": 7.5757904052734375, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.", "probability": 0.004272592259904263 }, { "score": 7.273802757263184, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder. (c). The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.", "probability": 0.0031589291123186327 }, { "score": 7.051576137542725, "text": "Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.0025294615700690685 }, { "score": 6.9766130447387695, "text": "The restricted legend for purposes of any certificate representing the Royalty Warrant and Bonus Warrant, and the stock certificate for shares underlying the Royalty Warrant or Bonus Warrant is as follows:", "probability": 0.0023467781069513374 }, { "score": 6.717393398284912, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 0.001810899571564546 }, { "score": 6.531017303466797, "text": "The restricted legend for purposes of any certificate representing the Royalty Warrant and Bonus Warrant, and the stock certificate for shares underlying the Royalty Warrant or Bonus Warrant is as follows:", "probability": 0.0015029767293651389 }, { "score": 6.4861907958984375, "text": "Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network.", "probability": 0.0014370912713592763 }, { "score": 6.300677299499512, "text": "The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the \"Act\") or any state securities law. These shares have been acquired for investment and may not be offered for sale, hypothecated, sold or transferred, nor will any assignee or transferee thereof be recognized by the Company as having any interest in such shares, in the absence of(i) an effective registration statement with respect to the shares under the Act, and any other applicable state law, or (ii) an opinion of counsel satisfactory to the Company that such shares will be offered for sale, hypothecated, sold or transferred only in a transaction which is exempt under or is otherwise in compliance with the applicable securities laws.", "probability": 0.0011937595632649336 }, { "score": 6.280528545379639, "text": "Theismann acknowledges that the Royalty Warrant and Bonus Warrant and the shares of common stock of Bizzingo underlying such warrants are \"restricted securities\" as that term is defined under federal securities laws. In addition, any stock certificate representing such shares shall contain the restrictive legend set for on Schedule A may not be sold, transferred or hypothecated unless such transfer is pursuant to an effective registration statement or an exemption from such registration as verified by an opinion of counsel acceptable to Bizzingo.", "probability": 0.0011699474927051477 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.14108657836914, "probability": 0.9994435524466766 }, { "score": 4.050877094268799, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.00030635497279460464 }, { "score": 3.2015318870544434, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.00013102645694499388 }, { "score": 2.073331356048584, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 4.2402135783261166e-05 }, { "score": 0.9659699201583862, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 1.4010923807502365e-05 }, { "score": 0.6022764444351196, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 9.739052382554867e-06 }, { "score": 0.41921770572662354, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service,", "probability": 8.109896312420909e-06 }, { "score": 0.11729463934898376, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 5.996416354366059e-06 }, { "score": -0.06049978733062744, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.", "probability": 5.01968704354397e-06 }, { "score": -0.10105466842651367, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term;", "probability": 4.820186926494395e-06 }, { "score": -0.201030433177948, "text": "10. TERMINATION.\n\n Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 4.361591195985778e-06 }, { "score": -0.20245802402496338, "text": "a. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 4.3553690706972535e-06 }, { "score": -0.24544531106948853, "text": "In addition to the other terms and conditions herein, during the Term, Theismann also will;", "probability": 4.172110680286727e-06 }, { "score": -0.3231743574142456, "text": "Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 3.860099729315329e-06 }, { "score": -0.5506045818328857, "text": "11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 3.074870527009656e-06 }, { "score": -0.9469295740127563, "text": "Upon Theismann's death.", "probability": 2.068736021527106e-06 }, { "score": -0.9960930347442627, "text": "a. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 1.9694894415276317e-06 }, { "score": -1.0168304443359375, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 1.929067899888304e-06 }, { "score": -1.0674645900726318, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor.", "probability": 1.8338228684741907e-06 }, { "score": -1.379209041595459, "text": "In addition to the other terms and conditions herein, during the Term, Theismann also will;", "probability": 1.3426675385728641e-06 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Disparagement": [ { "text": "", "score": 11.499149322509766, "probability": 0.21833715411904028 }, { "score": 10.894525527954102, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute;", "probability": 0.11927319903720038 }, { "score": 10.682381629943848, "text": "Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute;", "probability": 0.09647392398234211 }, { "score": 10.433025360107422, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.07518234911530379 }, { "score": 10.418234825134277, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.07407854500030267 }, { "score": 10.220880508422852, "text": "Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.06081105709234049 }, { "score": 10.022693634033203, "text": "engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute;", "probability": 0.04987823614008513 }, { "score": 9.905838966369629, "text": "engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute;", "probability": 0.04437738933236848 }, { "score": 9.765958786010742, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo;", "probability": 0.038584471782192466 }, { "score": 9.561193466186523, "text": "engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.031440113898260236 }, { "score": 9.553813934326172, "text": "Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo;", "probability": 0.03120895454897526 }, { "score": 9.444337844848633, "text": "engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.027972698164465876 }, { "score": 9.120161056518555, "text": "or engages in conduct that could bring Theismann into public disrepute;", "probability": 0.020227684392805163 }, { "score": 9.091676712036133, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made;", "probability": 0.019659640646071824 }, { "score": 8.943361282348633, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute", "probability": 0.01694973850772767 }, { "score": 8.932136535644531, "text": "engages in conduct that could bring Theismann into public disrepute;", "probability": 0.016760545792868488 }, { "score": 8.894126892089844, "text": "engages in conduct contrary to the best interests of Bizzingo;", "probability": 0.01613543872745798 }, { "score": 8.879532814025879, "text": "Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made;", "probability": 0.015901666866650805 }, { "score": 8.731217384338379, "text": "Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute", "probability": 0.013709767135574922 }, { "score": 8.680932998657227, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population;", "probability": 0.013037425717966171 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Termination For Convenience": [ { "score": 14.231986045837402, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.7067374686627871 }, { "score": 11.895906448364258, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.06834576959673307 }, { "text": "", "score": 11.65227222442627, "probability": 0.0535676555162766 }, { "score": 11.246147155761719, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.03568820975974186 }, { "score": 11.137237548828125, "text": "In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach. d. Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.03200559619084634 }, { "score": 10.96118450164795, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.026839044759661937 }, { "score": 10.901884078979492, "text": "d. Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.02529374921546655 }, { "score": 10.610248565673828, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.01889546196039532 }, { "score": 10.176946640014648, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 0.012251150606735404 }, { "score": 9.58606243133545, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.006785144913503148 }, { "score": 8.352773666381836, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0019767357754740035 }, { "score": 8.125187873840332, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance", "probability": 0.0015743792907464663 }, { "score": 8.058648109436035, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry;", "probability": 0.001473029742528839 }, { "score": 8.034465789794922, "text": "Upon Theismann's death. c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach. d. Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.0014378357180885697 }, { "score": 7.994241714477539, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0013811478573548725 }, { "score": 7.972084999084473, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo,", "probability": 0.0013508826839189957 }, { "score": 7.964310646057129, "text": "In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach.", "probability": 0.0013404211635037696 }, { "score": 7.709278106689453, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00103868067525298 }, { "score": 7.689007759094238, "text": "c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach. d. Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.0010178382125601109 }, { "score": 7.671124458312988, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo", "probability": 0.0009997976984243689 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.150495529174805, "probability": 0.9758138458220338 }, { "score": 6.899991035461426, "text": "Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period.", "probability": 0.005118018450580818 }, { "score": 6.781592845916748, "text": "Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years.", "probability": 0.0045465520442646646 }, { "score": 6.292357444763184, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period. Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period.", "probability": 0.002787468265284526 }, { "score": 6.129540920257568, "text": "The Royalty payable under the Agreement shall be in the form of one (1) common stock purchase warrant of Bizzingo (as further described herein) for each Activated User (as defined above) that occurs during a Royalty Period determined on the last day of each Royalty Period during the Term.", "probability": 0.0023686430242552516 }, { "score": 5.7102155685424805, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period.", "probability": 0.0015573596820658475 }, { "score": 5.614063262939453, "text": "Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period. The form of the warrant is attached hereto as Schedule A-l and shall be referred to as the \"Royalty Warrant.\"\n\n\n\n9\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n 2. Initial Bonus. Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years.", "probability": 0.001414589764877897 }, { "score": 5.459743499755859, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 0.001212300515582105 }, { "score": 5.23544979095459, "text": "The form of the warrant is attached hereto as Schedule A-l and shall be referred to as the \"Royalty Warrant.\"\n\n\n\n9\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n 2. Initial Bonus. Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years.", "probability": 0.0009687255844908015 }, { "score": 4.861865043640137, "text": "In order to activate a Seeded Profile, Bizzingo will contact a prospective user informing them of the existence of their Seeded Profile on the Network, and the prospective user is then required to: (i) search and locate the Bizzingo database for its Seeded Profile and (ii) claim the Seeded Profile by editing or adding content to the Seeded Profile.", "probability": 0.0006667376431481496 }, { "score": 4.6718854904174805, "text": "Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period.", "probability": 0.0005513760576934603 }, { "score": 4.640584945678711, "text": "In addition to the other terms and conditions herein, during the Term, Theismann also will;", "probability": 0.0005343849887787606 }, { "score": 4.418826103210449, "text": "The Royalty payable under the Agreement shall be in the form of one (1) common stock purchase warrant of Bizzingo (as further described herein) for each Activated User (as defined above) that occurs during a Royalty Period determined on the last day of each Royalty Period during the Term. It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period. Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period.", "probability": 0.00042810037516501835 }, { "score": 4.262860298156738, "text": "Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years. The form of warrant is attached hereto as Schedule A-II and shall be referred to as the \"Bonus Warrant.\"", "probability": 0.00036627773500704696 }, { "score": 4.092769145965576, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.00030898747195926387 }, { "score": 4.078097343444824, "text": "Theismann represents and warrants to Bizzingo that he is acquiring such shares of Bizzingo common stock for investment purposes and not with a view towards distribution.", "probability": 0.0003044871633373999 }, { "score": 4.06364107131958, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period", "probability": 0.00030011707772512275 }, { "score": 3.9718995094299316, "text": "Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period. The form of the warrant is attached hereto as Schedule A-l and shall be referred to as the \"Royalty Warrant.\"", "probability": 0.00027380908561909116 }, { "score": 3.8366847038269043, "text": "The Royalty payable under the Agreement shall be in the form of one (1) common stock purchase warrant of Bizzingo (as further described herein) for each Activated User (as defined above) that occurs during a Royalty Period determined on the last day of each Royalty Period during the Term. It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period.", "probability": 0.00023917997215355068 }, { "score": 3.8360962867736816, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0002390392759772204 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Change Of Control": [ { "text": "", "score": 12.2195463180542, "probability": 0.9532583798124326 }, { "score": 8.133844375610352, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.016025545568071124 }, { "score": 7.946835517883301, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.013292170654654444 }, { "score": 6.747608661651611, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry;", "probability": 0.004006621362096241 }, { "score": 6.418787002563477, "text": "Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.002883851346802675 }, { "score": 6.149750709533691, "text": "Upon Theismann's death.", "probability": 0.0022035955803399194 }, { "score": 6.02627420425415, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.001947631220967775 }, { "score": 5.720917701721191, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.001435132777990505 }, { "score": 5.219560146331787, "text": "Totally retires from the entertainment or sports industry;", "probability": 0.0008692711455042626 }, { "score": 5.117396831512451, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii.", "probability": 0.0007848493448072373 }, { "score": 5.009597301483154, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0007046436766783042 }, { "score": 4.645456314086914, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry", "probability": 0.0004895816566459615 }, { "score": 4.599161148071289, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute;", "probability": 0.000467433035305055 }, { "score": 4.244976043701172, "text": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "probability": 0.00032801882305803526 }, { "score": 4.101906776428223, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00028429195674927035 }, { "score": 3.9148972034454346, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00023580192549185357 }, { "score": 3.8539416790008545, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i.", "probability": 0.00022185779851605775 }, { "score": 3.751955986022949, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or", "probability": 0.00020034701467686072 }, { "score": 3.6900057792663574, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death", "probability": 0.00018831210695159913 }, { "score": 3.603247880935669, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 0.00017266319226026195 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Anti-Assignment": [ { "score": 14.353202819824219, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 0.9068641471855183 }, { "text": "", "score": 11.999906539916992, "probability": 0.08620225835957698 }, { "score": 9.300372123718262, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld", "probability": 0.005795964851634227 }, { "score": 6.318659782409668, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.00029388980903061017 }, { "score": 6.183812618255615, "text": "15. ASSIGNABILITY. Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 0.0002568154500402641 }, { "score": 5.785222053527832, "text": "Neither", "probability": 0.00017239134759161346 }, { "score": 5.19156551361084, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party", "probability": 9.521244224131145e-05 }, { "score": 4.949130058288574, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without", "probability": 7.471457401766443e-05 }, { "score": 4.776839256286621, "text": ".", "probability": 6.288982410885439e-05 }, { "score": 3.8140363693237305, "text": "this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 2.4012667048043886e-05 }, { "score": 3.7397124767303467, "text": "without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 2.229266258340833e-05 }, { "score": 3.636120080947876, "text": "party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 2.009890219494408e-05 }, { "score": 3.6204724311828613, "text": "Neither party may assign this Agreement or the rights and obligations thereunder", "probability": 1.9786849426077267e-05 }, { "score": 3.5489416122436523, "text": "Neither party may", "probability": 1.8420915439186623e-05 }, { "score": 3.493049144744873, "text": "assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 1.7419569535851244e-05 }, { "score": 3.2162959575653076, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 1.3208242585719502e-05 }, { "score": 3.2068309783935547, "text": "The Parties hereby agree that all disputes related to this Agreement shall be settled by arbitration pursuant to the rules and regulations of the American Arbitration Association. Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it 14. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns. 15. ASSIGNABILITY. Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 1.3083816618244414e-05 }, { "score": 3.1187186241149902, "text": "any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 1.1980301263485875e-05 }, { "score": 3.054110527038574, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be", "probability": 1.1230751017288444e-05 }, { "score": 2.9560251235961914, "text": "ASSIGNABILITY. Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 1.018147852771136e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Revenue/Profit Sharing": [ { "score": 12.422758102416992, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\").", "probability": 0.3302965845011555 }, { "text": "", "score": 11.974061965942383, "probability": 0.2108811817660948 }, { "score": 11.67583179473877, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.1565013575007992 }, { "score": 10.971006393432617, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.07734216528610102 }, { "score": 10.50889778137207, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\").", "probability": 0.04872199986553727 }, { "score": 10.311952590942383, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b.", "probability": 0.04001224291958237 }, { "score": 10.262928009033203, "text": "Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period.", "probability": 0.03809796613268471 }, { "score": 10.024419784545898, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.030013661876259163 }, { "score": 9.645455360412598, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.020546451502260057 }, { "score": 9.607128143310547, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b.", "probability": 0.019773863345639426 }, { "score": 8.461734771728516, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A", "probability": 0.006290041453416064 }, { "score": 8.276684761047363, "text": "The Royalty payable under the Agreement shall be in the form of one (1) common stock purchase warrant of Bizzingo (as further described herein) for each Activated User (as defined above) that occurs during a Royalty Period determined on the last day of each Royalty Period during the Term.", "probability": 0.005227418964221298 }, { "score": 7.756909370422363, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A", "probability": 0.0031085061082875786 }, { "score": 7.683926582336426, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period. Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period.", "probability": 0.002889719595581686 }, { "score": 7.4535603523254395, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b. The Royalty owed Theismann shall be calculated on a quarterly calendar basis (\"Royalty Period\") commencing on the first (1st) day of June, September, December, and March, except that the first and last calendar quarters may be \"short\" depending on the effective date of this Agreement. Payment of the Royalty shall be made no later than 45 days after the termination of the preceding full calendar quarter. The foregoing notwithstanding, if this Agreement is terminated in accordance with the provisions herein during a Royalty Period, the Royalty shall be calculated up to and including the Termination Date and payment of the Royalty shall be made as provided herein. c. For each Royalty Period, Bizzingo shall provide Theismann with a written royalty statement in a form acceptable to Theismann certified by a duly authorized officer of Bizzingo.", "probability": 0.002295138617924876 }, { "score": 7.364075660705566, "text": "Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years.", "probability": 0.002098679946208595 }, { "score": 7.206006050109863, "text": "Theismann represents and warrants to Bizzingo that he is acquiring such shares of Bizzingo common stock for investment purposes and not with a view towards distribution.", "probability": 0.0017918326796102218 }, { "score": 7.155989170074463, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty", "probability": 0.0017044151977955021 }, { "score": 7.0745954513549805, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b. The Royalty owed Theismann shall be calculated on a quarterly calendar basis (\"Royalty Period\") commencing on the first (1st) day of June, September, December, and March, except that the first and last calendar quarters may be \"short\" depending on the effective date of this Agreement. Payment of the Royalty shall be made no later than 45 days after the termination of the preceding full calendar quarter. The foregoing notwithstanding, if this Agreement is terminated in accordance with the provisions herein during a Royalty Period, the Royalty shall be calculated up to and including the Termination Date and payment of the Royalty shall be made as provided herein. c. For each Royalty Period, Bizzingo shall provide Theismann with a written royalty statement in a form acceptable to Theismann certified by a duly authorized officer of Bizzingo.", "probability": 0.00157118221736469 }, { "score": 6.443150520324707, "text": "For each Royalty Period, Bizzingo shall provide Theismann with a written royalty statement in a form acceptable to Theismann certified by a duly authorized officer of Bizzingo.", "probability": 0.0008355905234763378 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Price Restrictions": [ { "score": 12.020706176757812, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.2545157512674477 }, { "text": "", "score": 11.933442115783691, "probability": 0.23324716005976945 }, { "score": 11.505529403686523, "text": "Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.15204643263136453 }, { "score": 10.56945514678955, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.059627191016323605 }, { "score": 10.32318115234375, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period.", "probability": 0.04661105294614544 }, { "score": 10.295458793640137, "text": "Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.045336631223037015 }, { "score": 10.179404258728027, "text": "Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo.", "probability": 0.04036894523497786 }, { "score": 10.080780029296875, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.03657761998813229 }, { "score": 9.765229225158691, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance", "probability": 0.02667924103043069 }, { "score": 9.243330001831055, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo.", "probability": 0.015831261325870736 }, { "score": 9.20643424987793, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period. Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period.", "probability": 0.015257799245081584 }, { "score": 9.010809898376465, "text": "Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours", "probability": 0.012546809958902531 }, { "score": 8.91264820098877, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from", "probability": 0.011373712246592274 }, { "score": 8.730380058288574, "text": "Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo", "probability": 0.009478599816124887 }, { "score": 8.667189598083496, "text": "Make four (4) public appearance for the purpose of promoting the Network, which may include autograph sessions, dinner appearances, and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours.", "probability": 0.008898174527514863 }, { "score": 8.633583068847656, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance", "probability": 0.00860410674008782 }, { "score": 8.439736366271973, "text": "Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years.", "probability": 0.0070879270033179795 }, { "score": 8.251575469970703, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period", "probability": 0.005872215664947272 }, { "score": 8.114294052124023, "text": "Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours. b. Make four (4) public appearance for the purpose of promoting the Network, which may include autograph sessions, dinner appearances, and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours.", "probability": 0.005118956452838918 }, { "score": 8.074735641479492, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours", "probability": 0.004920411621092294 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Minimum Commitment": [ { "score": 12.405391693115234, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.29128538229145035 }, { "text": "", "score": 12.123520851135254, "probability": 0.21973727755056743 }, { "score": 12.071676254272461, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period.", "probability": 0.2086353607706622 }, { "score": 11.132370948791504, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.08155541578264543 }, { "score": 10.471343994140625, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.04210875948358447 }, { "score": 10.381294250488281, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance", "probability": 0.038482594152736554 }, { "score": 10.216363906860352, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period", "probability": 0.0326314222064 }, { "score": 9.96203327178955, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period. Each common stock purchase warrant shall enable Theismann to acquire one (1) share of common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period.", "probability": 0.02530355906733878 }, { "score": 9.373400688171387, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo.", "probability": 0.014045646313294444 }, { "score": 9.185131072998047, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance", "probability": 0.011635291633677276 }, { "score": 8.670522689819336, "text": "Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.006954816759672122 }, { "score": 8.544711112976074, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours", "probability": 0.006132625131714147 }, { "score": 8.444780349731445, "text": "Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.005549412900005195 }, { "score": 8.322591781616211, "text": "The Royalty payable under the Agreement shall be in the form of one (1) common stock purchase warrant of Bizzingo (as further described herein) for each Activated User (as defined above) that occurs during a Royalty Period determined on the last day of each Royalty Period during the Term. It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period.", "probability": 0.0049111276051905794 }, { "score": 7.888331413269043, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User,", "probability": 0.003181151384690123 }, { "score": 7.572579383850098, "text": "Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo.", "probability": 0.002319823656125712 }, { "score": 7.544422149658203, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph", "probability": 0.002255414880029619 }, { "score": 6.862828731536865, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d.", "probability": 0.001140812263104092 }, { "score": 6.845507621765137, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d. e.", "probability": 0.001121222278583279 }, { "score": 6.743889808654785, "text": "Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours", "probability": 0.0010128838885282059 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Volume Restriction": [ { "score": 12.203630447387695, "text": "Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.14576008779359909 }, { "score": 12.151667594909668, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period.", "probability": 0.13837939933231844 }, { "text": "", "score": 12.055624008178711, "probability": 0.12570722557218167 }, { "score": 12.045784950256348, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.12447644966520363 }, { "score": 11.858367919921875, "text": "Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.10320316367692872 }, { "score": 11.213367462158203, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.05414680942173224 }, { "score": 11.143379211425781, "text": "Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.050486743651223895 }, { "score": 10.903788566589355, "text": "Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours. b. Make four (4) public appearance for the purpose of promoting the Network, which may include autograph sessions, dinner appearances, and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours.", "probability": 0.039730539743771484 }, { "score": 10.668212890625, "text": "Make four (4) public appearance for the purpose of promoting the Network, which may include autograph sessions, dinner appearances, and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours.", "probability": 0.031391729894409776 }, { "score": 10.565611839294434, "text": "Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo.", "probability": 0.028330626493484883 }, { "score": 10.311396598815918, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period", "probability": 0.021971105137673284 }, { "score": 10.23349380493164, "text": "Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours", "probability": 0.020324466230592073 }, { "score": 10.226093292236328, "text": "a. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.020174609950815894 }, { "score": 10.13309383392334, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance", "probability": 0.018382983416013937 }, { "score": 9.986501693725586, "text": "a. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours. b. Make four (4) public appearance for the purpose of promoting the Network, which may include autograph sessions, dinner appearances, and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours.", "probability": 0.015876392892117834 }, { "score": 9.920612335205078, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo.", "probability": 0.014864025886770998 }, { "score": 9.88823127746582, "text": "Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours", "probability": 0.014390422280838634 }, { "score": 9.740304946899414, "text": "a. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.012411662258599694 }, { "score": 9.565635681152344, "text": "b. Make four (4) public appearance for the purpose of promoting the Network, which may include autograph sessions, dinner appearances, and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours.", "probability": 0.01042250353134611 }, { "score": 9.480202674865723, "text": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User,", "probability": 0.009569053170377541 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.110971450805664, "probability": 0.7621273599007005 }, { "score": 10.77584457397461, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 0.20053460068779216 }, { "score": 8.360554695129395, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 0.017916049388683488 }, { "score": 7.860666275024414, "text": "It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder.", "probability": 0.010867845820607852 }, { "score": 6.4061689376831055, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 0.0025378345234370572 }, { "score": 5.918558120727539, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard. In addition, as reasonably requested by Bizzingo, Theismann agrees to provide Bizzingo with such signatures, photographs and the like in order to fulfill his obligations hereunder.", "probability": 0.0015584634230488992 }, { "score": 5.918120384216309, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard.", "probability": 0.0015577813759965525 }, { "score": 5.589211463928223, "text": "It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder", "probability": 0.001121148598095786 }, { "score": 4.679791450500488, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard. In addition, as reasonably requested by Bizzingo, Theismann agrees to provide Bizzingo with such signatures, photographs and the like in order to fulfill his obligations hereunder.\n\n1\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n Bizzingo agrees that any use of the Property for advertising, promotional or sale purposes will be approved in advance by Theismann.", "probability": 0.00045155128722545594 }, { "score": 4.320816993713379, "text": "It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder. (c). The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions. 8. RESTRICTED STOCK, RISK OF INVESTMENT, AND INVESTMENT INTENT. (a). Theismann acknowledges that the Royalty Warrant and Bonus Warrant and the shares of common stock of Bizzingo underlying such warrants are \"restricted securities\" as that term is defined under federal securities laws.", "probability": 0.0003153598925200394 }, { "score": 4.165650367736816, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein", "probability": 0.00027003399989597573 }, { "score": 4.074916839599609, "text": "It", "probability": 0.0002466115307291498 }, { "score": 3.1626791954040527, "text": "(b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder.", "probability": 9.904523889322902e-05 }, { "score": 2.976078510284424, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights,", "probability": 8.218526426630789e-05 }, { "score": 2.8215909004211426, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard", "probability": 7.042078135426783e-05 }, { "score": 2.8143458366394043, "text": "Theismann further represents and warrants to Bizzingo that he is the owner free and clear of the rights granted herein, and has the full right. power, legal capacity and authority to grant the rights herein.", "probability": 6.991242207319053e-05 }, { "score": 2.4384799003601074, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. The", "probability": 4.800846786650736e-05 }, { "score": 2.3576340675354004, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard. In", "probability": 4.42799321882969e-05 }, { "score": 2.2752461433410645, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard. In addition, as reasonably requested by Bizzingo, Theismann agrees to provide Bizzingo with such signatures, photographs and the like in order to fulfill his obligations hereunder.\n\n1\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n Bizzingo agrees that any use of the Property for advertising, promotional or sale purposes will be approved in advance by Theismann. Theismann agrees that such material, submitted for approval as provided herein may be deemed by Bizzingo to have been approved hereunder if the same is not disapproved by the Theismann in writing within fourteen (14) days after Theismann's receipt thereof.", "probability": 4.077803800187331e-05 }, { "score": 2.2740533351898193, "text": "Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder.", "probability": 4.072942662354071e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.042095184326172, "probability": 0.999490313141888 }, { "score": 3.5051138401031494, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 0.00019598132948206435 }, { "score": 3.1596264839172363, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 0.00013873033887203592 }, { "score": 2.1975369453430176, "text": "Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.", "probability": 5.300798179869751e-05 }, { "score": 1.3830375671386719, "text": "Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.", "probability": 2.3475166647030412e-05 }, { "score": 1.1404423713684082, "text": "Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 1.841835880298228e-05 }, { "score": 0.9599752426147461, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard.", "probability": 1.5377121677554993e-05 }, { "score": 0.7695645093917847, "text": "Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 1.2711029310643213e-05 }, { "score": 0.14743191003799438, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 6.8232607053301265e-06 }, { "score": 0.11342692375183105, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard. In addition, as reasonably requested by Bizzingo, Theismann agrees to provide Bizzingo with such signatures, photographs and the like in order to fulfill his obligations hereunder.", "probability": 6.595136481165146e-06 }, { "score": -0.055556535720825195, "text": "It", "probability": 5.569743603124466e-06 }, { "score": -0.10835164785385132, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.", "probability": 5.283315884289777e-06 }, { "score": -0.11923679709434509, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.", "probability": 5.2261180705369e-06 }, { "score": -0.23062586784362793, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard. In addition, as reasonably requested by Bizzingo, Theismann agrees to provide Bizzingo with such signatures, photographs and the like in order to fulfill his obligations hereunder.\n\n1\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n Bizzingo agrees that any use of the Property for advertising, promotional or sale purposes will be approved in advance by Theismann.", "probability": 4.675236216238682e-06 }, { "score": -0.36183205246925354, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 4.1003547910804315e-06 }, { "score": -0.5016740560531616, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 3.5652404564003717e-06 }, { "score": -0.672736644744873, "text": "It", "probability": 3.0046735067989342e-06 }, { "score": -0.7327098846435547, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 2.8297706676400257e-06 }, { "score": -0.8725518584251404, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 2.4604732227615343e-06 }, { "score": -1.1565271615982056, "text": "Upon Theismann's death.", "probability": 1.852207915381118e-06 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__License Grant": [ { "score": 12.76955795288086, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 0.5737381133116559 }, { "text": "", "score": 11.596786499023438, "probability": 0.17757651558765059 }, { "score": 11.0210542678833, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network", "probability": 0.09985002983130663 }, { "score": 10.457576751708984, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 0.05683724555599359 }, { "score": 10.373807907104492, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.05227002117559264 }, { "score": 9.802141189575195, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.029510799476864014 }, { "score": 8.208854675292969, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 0.005998262032587116 }, { "score": 6.957160949707031, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 0.0017156225890869966 }, { "score": 5.969326019287109, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the", "probability": 0.000638867060060042 }, { "score": 5.608841896057129, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard.", "probability": 0.0004455066909559787 }, { "score": 5.230312347412109, "text": "Bizzingo has developed a B2B interactive platform which engages in business social media including mobile and Internet applications (\"Network\"); and WHEREAS, Bizzingo is desirous of acquiring the rights to utilize Theismann's name in connection with the advertisement, promotion, and sale of the Network as provided herein and Theismann is willing to grant such right NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, it is agreed as follows: 1. GRANT OF RIGHTS. Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 0.0003051131578467072 }, { "score": 4.7992353439331055, "text": "Subject", "probability": 0.00019826523672048687 }, { "score": 4.62465238571167, "text": "a. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.00016650456982387517 }, { "score": 4.492306709289551, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It", "probability": 0.00014586434982232695 }, { "score": 4.405218124389648, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard.", "probability": 0.00013369866434414956 }, { "score": 4.39621639251709, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network", "probability": 0.0001325005454787972 }, { "score": 4.3705854415893555, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media", "probability": 0.00012914758385460992 }, { "score": 3.8495707511901855, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on", "probability": 7.670302300129756e-05 }, { "score": 3.767589569091797, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. The", "probability": 7.066567400552548e-05 }, { "score": 3.6131632328033447, "text": "Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 6.055388334897654e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Transferable License": [ { "text": "", "score": 11.937557220458984, "probability": 0.783307014418786 }, { "score": 10.148600578308105, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.13091759469537434 }, { "score": 9.624398231506348, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.07750680433208845 }, { "score": 6.3401007652282715, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 0.002903939501882975 }, { "score": 5.722092628479004, "text": "a. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.001565272808469625 }, { "score": 4.984619140625, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network", "probability": 0.0007487026572928866 }, { "score": 4.941733360290527, "text": "In addition, any stock certificate representing such shares shall contain the restrictive legend set for on Schedule A may not be sold, transferred or hypothecated unless such transfer is pursuant to an effective registration statement or an exemption from such registration as verified by an opinion of counsel acceptable to Bizzingo.", "probability": 0.00071727272516643 }, { "score": 4.6483869552612305, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 0.000534916004200568 }, { "score": 4.361258506774902, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network", "probability": 0.0004014091713831527 }, { "score": 4.273229122161865, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.0003675840132379342 }, { "score": 4.226256847381592, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network", "probability": 0.0003507169981570462 }, { "score": 3.408874750137329, "text": "a. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.0001548717767754295 }, { "score": 3.3385560512542725, "text": "These shares have been acquired for investment and may not be offered for sale, hypothecated, sold or transferred, nor will any assignee or transferee thereof be recognized by the Company as having any interest in such shares, in the absence of(i) an effective registration statement with respect to the shares under the Act, and any other applicable state law, or (ii) an opinion of counsel satisfactory to the Company that such shares will be offered for sale, hypothecated, sold or transferred only in a transaction which is exempt under or is otherwise in compliance with the applicable securities laws.", "probability": 0.00014435547428304904 }, { "score": 2.7628273963928223, "text": "The", "probability": 8.117036148606088e-05 }, { "score": 2.727708578109741, "text": "Except as stated herein, no other rights or privileges are granted to Bizzingo by Theismann.", "probability": 7.836922844013346e-05 }, { "score": 2.6405789852142334, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 7.182996745685189e-05 }, { "score": 2.3019540309906006, "text": "The", "probability": 5.119678867080631e-05 }, { "score": 2.0930163860321045, "text": "(b). Theismann acknowledges and agrees that any investment in Bizzingo warrants and common stock involves substantial risks and that Theismann or his representative has had the opportunity to review fully the books, records and financial statements of Bizzingo along with the Quarterly, Annual and Periodic filings of Bizzingo on the Securities and Exchange Commission's EDGAR website (http://sec.gov/edgar/searchedgar/companvsearch.html) and has determined that Bizzingo common stock is a suitable investment and he can bear the risk associated with such investment. (c). Theismann represents and warrants to Bizzingo that he is acquiring such shares of Bizzingo common stock for investment purposes and not with a view towards distribution. 9. REPRESENTATIONS, WARRANTIES AND INDEMNITY.\n\n\n\n\n\na. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 4.154342076869919e-05 }, { "score": 1.7069854736328125, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network. b. Theismann further represents and warrants to Bizzingo that he is the owner free and clear of the rights granted herein, and has the full right. power, legal capacity and authority to grant the rights herein.", "probability": 2.8239120022051185e-05 }, { "score": 1.6693668365478516, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network. b.", "probability": 2.7196536057429205e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Affiliate License-Licensor": [ { "score": 12.756195068359375, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 0.5218820216093756 }, { "text": "", "score": 12.049190521240234, "probability": 0.25734999404943576 }, { "score": 11.511381149291992, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network", "probability": 0.15029914844306344 }, { "score": 10.034223556518555, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.034311138472182194 }, { "score": 9.183429718017578, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.014653455819393082 }, { "score": 8.7510986328125, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 0.009510011773304298 }, { "score": 7.687015533447266, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 0.0032813732717430675 }, { "score": 7.615575790405273, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the", "probability": 0.003055130388709283 }, { "score": 6.810638427734375, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder. (c). The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.", "probability": 0.0013659974706099873 }, { "score": 6.6026387214660645, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder.", "probability": 0.0011094730836474973 }, { "score": 6.44462776184082, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 0.0009473129683203002 }, { "score": 6.438074111938477, "text": "Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.000941124910109767 }, { "score": 5.217342376708984, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on", "probability": 0.0002776452271652169 }, { "score": 4.9574785232543945, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network.", "probability": 0.00021410794076876275 }, { "score": 4.88709831237793, "text": "Subject", "probability": 0.00019955703258547764 }, { "score": 4.622922420501709, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It", "probability": 0.00015322756682342807 }, { "score": 4.476672649383545, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media,", "probability": 0.0001323797134520153 }, { "score": 4.4676127433776855, "text": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard.", "probability": 0.00013118578230968751 }, { "score": 4.244493007659912, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network", "probability": 0.0001049511252916325 }, { "score": 3.9825215339660645, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or", "probability": 8.076335170966264e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.211901664733887, "probability": 0.6809661992736395 }, { "score": 11.203485488891602, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 0.24841394682359935 }, { "score": 9.789810180664062, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network", "probability": 0.060426103388636465 }, { "score": 7.697225570678711, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.007454639400578634 }, { "score": 6.040259838104248, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.0014217248880276558 }, { "score": 5.249495506286621, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the", "probability": 0.0006447494498555051 }, { "score": 3.4890565872192383, "text": "Subject", "probability": 0.0001108771545213188 }, { "score": 3.312870979309082, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network", "probability": 9.296631883720953e-05 }, { "score": 3.0717825889587402, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It", "probability": 7.305034596332366e-05 }, { "score": 3.043372631072998, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on", "probability": 7.100419190965643e-05 }, { "score": 2.7181236743927, "text": "a. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 5.128970037485402e-05 }, { "score": 2.679934024810791, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights,", "probability": 4.936789479683344e-05 }, { "score": 2.520758867263794, "text": "Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 4.2103259162169427e-05 }, { "score": 2.277885675430298, "text": "Network.", "probability": 3.302457431803812e-05 }, { "score": 2.152742385864258, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or", "probability": 2.913990880079378e-05 }, { "score": 2.1508779525756836, "text": "Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 2.9085630000124236e-05 }, { "score": 2.0951128005981445, "text": "the Property in or on the Network.", "probability": 2.7508060912327426e-05 }, { "score": 1.9459340572357178, "text": "Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 2.369585983660347e-05 }, { "score": 1.8658967018127441, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media", "probability": 2.1873218458266476e-05 }, { "score": 1.6514067649841309, "text": ".", "probability": 1.7650657771477103e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": [ { "score": 13.876919746398926, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 0.621525997283824 }, { "score": 13.129085540771484, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network", "probability": 0.2942246332741634 }, { "text": "", "score": 11.74332046508789, "probability": 0.07359510082683093 }, { "score": 9.009477615356445, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the", "probability": 0.004781410606521509 }, { "score": 8.692741394042969, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.0034833671144416907 }, { "score": 7.11878776550293, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.0007218382173298111 }, { "score": 6.3051862716674805, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on", "probability": 0.00031996113785899175 }, { "score": 5.807039260864258, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media,", "probability": 0.00019442617605004166 }, { "score": 5.559713363647461, "text": "Subject", "probability": 0.00015182471068627844 }, { "score": 5.527273654937744, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.0001469785896451431 }, { "score": 5.409895420074463, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It", "probability": 0.0001307005322121351 }, { "score": 5.335443496704102, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use", "probability": 0.00012132304352561243 }, { "score": 5.313956260681152, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media", "probability": 0.00011874395463022833 }, { "score": 5.183490753173828, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory", "probability": 0.0001042199975251354 }, { "score": 4.960587978363037, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or", "probability": 8.339607541836654e-05 }, { "score": 4.915929794311523, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including", "probability": 7.975369452085365e-05 }, { "score": 4.656288146972656, "text": "Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 6.151625319765052e-05 }, { "score": 4.6495161056518555, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in", "probability": 6.110106999470762e-05 }, { "score": 4.433962345123291, "text": "Network.", "probability": 4.925326292382842e-05 }, { "score": 4.331445693969727, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder. (c). The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions. 8. RESTRICTED STOCK, RISK OF INVESTMENT, AND INVESTMENT INTENT. (a). Theismann acknowledges that the Royalty Warrant and Bonus Warrant and the shares of common stock of Bizzingo underlying such warrants are \"restricted securities\" as that term is defined under federal securities laws.", "probability": 4.445417869956458e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.984149932861328, "probability": 0.9893980058072236 }, { "score": 7.32619571685791, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 0.009385279650813294 }, { "score": 4.411963939666748, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "probability": 0.0005091109498981631 }, { "score": 3.916640281677246, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 0.0003102387961276816 }, { "score": 2.806442975997925, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder.", "probability": 0.0001022218044046423 }, { "score": 2.552746295928955, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network", "probability": 7.931667034574205e-05 }, { "score": 2.313365936279297, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "probability": 6.243137575762057e-05 }, { "score": 1.4206366539001465, "text": "Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 2.5567926202446127e-05 }, { "score": 1.3831243515014648, "text": "Notwithstanding", "probability": 2.4626580823014977e-05 }, { "score": 1.3686158657073975, "text": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network. It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "probability": 2.4271865835820865e-05 }, { "score": 1.1197867393493652, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network.", "probability": 1.89250940457606e-05 }, { "score": 0.7891151905059814, "text": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 1.3596565442570245e-05 }, { "score": 0.4223324656486511, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 9.421878595725824e-06 }, { "score": 0.08428192138671875, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others", "probability": 6.719299786989789e-06 }, { "score": 0.040962815284729004, "text": "(a). Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 6.434440202460794e-06 }, { "score": -0.11890029907226562, "text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b).", "probability": 5.48381885869738e-06 }, { "score": -0.2375166416168213, "text": "7. RESERVATION OF RIGHTS. (a). Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "probability": 4.870445384998314e-06 }, { "score": -0.24556498229503632, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 4.831403702412343e-06 }, { "score": -0.35300731658935547, "text": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network", "probability": 4.3392204526133755e-06 }, { "score": -0.3605983257293701, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 4.306406095113707e-06 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Source Code Escrow": [ { "text": "", "score": 12.251293182373047, "probability": 0.9934896519219664 }, { "score": 6.938774108886719, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0048974005907415795 }, { "score": 4.995519161224365, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.000701488779209985 }, { "score": 4.534391403198242, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.000442339260772527 }, { "score": 3.5373635292053223, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 0.0001632118861976679 }, { "score": 2.735334873199463, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 7.318720539218934e-05 }, { "score": 2.190868377685547, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term;", "probability": 4.245964606241134e-05 }, { "score": 2.116882085800171, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 3.943161195803279e-05 }, { "score": 1.4586310386657715, "text": "Upon Theismann's death.", "probability": 2.041595660113227e-05 }, { "score": 1.2865201234817505, "text": "10. TERMINATION.\n\n Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 1.718790375322937e-05 }, { "score": 1.2301514148712158, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 1.624584457540059e-05 }, { "score": 1.1335586309432983, "text": "a. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 1.475001904113508e-05 }, { "score": 1.0377039909362793, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following", "probability": 1.3401809480551395e-05 }, { "score": 1.0292606353759766, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 1.3289129605494401e-05 }, { "score": 0.911517858505249, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date;", "probability": 1.1813035218208175e-05 }, { "score": 0.7489244937896729, "text": "a. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 1.0040332553321114e-05 }, { "score": 0.7098333835601807, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 9.65541720586808e-06 }, { "score": 0.6724310517311096, "text": "a. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 9.300952316098539e-06 }, { "score": 0.43995049595832825, "text": "Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 7.371610760691318e-06 }, { "score": 0.43797826766967773, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 7.35708658861555e-06 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Post-Termination Services": [ { "score": 12.999481201171875, "text": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 0.4472205619349031 }, { "score": 12.60963249206543, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.", "probability": 0.30283956927833544 }, { "text": "", "score": 12.368459701538086, "probability": 0.23794282183848764 }, { "score": 8.08237075805664, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.003273767482234539 }, { "score": 7.941044807434082, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the", "probability": 0.002842305465063158 }, { "score": 7.259598731994629, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor.", "probability": 0.0014378794597984883 }, { "score": 7.215935707092285, "text": "The foregoing notwithstanding, if this Agreement is terminated in accordance with the provisions herein during a Royalty Period, the Royalty shall be calculated up to and including the Termination Date and payment of the Royalty shall be made as provided herein.", "probability": 0.0013764481900460355 }, { "score": 6.322257041931152, "text": "Payment of the Royalty shall be made no later than 45 days after the termination of the preceding full calendar quarter. The foregoing notwithstanding, if this Agreement is terminated in accordance with the provisions herein during a Royalty Period, the Royalty shall be calculated up to and including the Termination Date and payment of the Royalty shall be made as provided herein.", "probability": 0.0005631708354225603 }, { "score": 5.9549384117126465, "text": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement. 7. RESERVATION OF RIGHTS. (a). Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter,", "probability": 0.00039004588638060324 }, { "score": 5.92001485824585, "text": "10. TERMINATION.\n\n Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.", "probability": 0.00037665921366859405 }, { "score": 5.713460922241211, "text": "Payment of the Royalty shall be made no later than 45 days after the termination of the preceding full calendar quarter.", "probability": 0.0003063679713078071 }, { "score": 5.708257675170898, "text": "The foregoing notwithstanding, if this Agreement is terminated in accordance with the provisions herein during a Royalty Period, the Royalty shall be calculated up to and including the Termination Date and payment of the Royalty shall be made as provided herein. c. For each Royalty Period, Bizzingo shall provide Theismann with a written royalty statement in a form acceptable to Theismann certified by a duly authorized officer of Bizzingo. d. Theismann shall be responsible for all federal, state and local taxes related to the Royalty.\n\n2\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n 4. PROMOTIONAL APPEARANCES. In addition to the other terms and conditions herein, during the Term, Theismann also will;", "probability": 0.0003047780031444585 }, { "score": 5.525876522064209, "text": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement", "probability": 0.000253966533367084 }, { "score": 5.109102725982666, "text": "after termination of this Agreement.", "probability": 0.0001674071223190024 }, { "score": 5.045977592468262, "text": "Upon termination of this Agreement as provided in this Section 10", "probability": 0.00015716615696640277 }, { "score": 4.860957622528076, "text": "Upon", "probability": 0.00013061885785452905 }, { "score": 4.814578533172607, "text": "Payment of the Royalty shall be made no later than 45 days after the termination of the preceding full calendar quarter. The foregoing notwithstanding, if this Agreement is terminated in accordance with the provisions herein during a Royalty Period, the Royalty shall be calculated up to and including the Termination Date and payment of the Royalty shall be made as provided herein. c. For each Royalty Period, Bizzingo shall provide Theismann with a written royalty statement in a form acceptable to Theismann certified by a duly authorized officer of Bizzingo. d. Theismann shall be responsible for all federal, state and local taxes related to the Royalty.\n\n2\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n 4. PROMOTIONAL APPEARANCES. In addition to the other terms and conditions herein, during the Term, Theismann also will;", "probability": 0.0001246992092003408 }, { "score": 4.6288042068481445, "text": "All", "probability": 0.00010355782835309648 }, { "score": 4.5749077796936035, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term", "probability": 9.812417393494137e-05 }, { "score": 4.489422798156738, "text": "Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder. Theismann shall have free and full access thereto for such purposes and may make copies thereof. All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 9.0084559212038e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Audit Rights": [ { "score": 13.85589599609375, "text": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 0.20435204451178055 }, { "score": 13.715831756591797, "text": "Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder.", "probability": 0.17764372070620627 }, { "score": 13.671308517456055, "text": "Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder. Theismann shall have free and full access thereto for such purposes and may make copies thereof. All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 0.16990793580586797 }, { "score": 13.249544143676758, "text": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 0.11144067232210099 }, { "score": 13.106656074523926, "text": "Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder. Theismann shall have free and full access thereto for such purposes and may make copies thereof.", "probability": 0.09660246836663258 }, { "score": 12.711679458618164, "text": "Theismann shall have free and full access thereto for such purposes and may make copies thereof. All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 0.06508067651564982 }, { "text": "", "score": 12.268417358398438, "probability": 0.04177782002191982 }, { "score": 12.175201416015625, "text": "Theismann shall have free and full access thereto for such purposes and may make copies thereof. All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 0.03805945852291199 }, { "score": 12.147026062011719, "text": "Theismann shall have free and full access thereto for such purposes and may make copies thereof.", "probability": 0.03700208568163472 }, { "score": 12.078629493713379, "text": "Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder", "probability": 0.034555879608295904 }, { "score": 10.4198579788208, "text": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement. 7. RESERVATION OF RIGHTS. (a). Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder. (c). The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.", "probability": 0.006578496327979331 }, { "score": 10.278748512268066, "text": "Theismann shall have free and full access thereto for such purposes and may make copies thereof.", "probability": 0.00571272836098317 }, { "score": 10.273152351379395, "text": "Theismann acknowledges and agrees that any investment in Bizzingo warrants and common stock involves substantial risks and that Theismann or his representative has had the opportunity to review fully the books, records and financial statements of Bizzingo along with the Quarterly, Annual and Periodic filings of Bizzingo on the Securities and Exchange Commission's EDGAR website (http://sec.gov/edgar/searchedgar/companvsearch.html) and has determined that Bizzingo common stock is a suitable investment and he can bear the risk associated with such investment.", "probability": 0.00568084830013564 }, { "score": 9.817173957824707, "text": "Theismann or his representative has had the opportunity to review fully the books, records and financial statements of Bizzingo along with the Quarterly, Annual and Periodic filings of Bizzingo on the Securities and Exchange Commission's EDGAR website (http://sec.gov/edgar/searchedgar/companvsearch.html) and has determined that Bizzingo common stock is a suitable investment and he can bear the risk associated with such investment.", "probability": 0.0036006780560967856 }, { "score": 8.739163398742676, "text": "Theismann shall have free and full access thereto for such purposes and may make copies thereof. All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement. 7. RESERVATION OF RIGHTS. (a). Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use, permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service, including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann. Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Network. (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable, except as rights granted hereunder. (c). The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.", "probability": 0.0012252092154792437 }, { "score": 6.882455825805664, "text": "to Bizzingo at: 63 Main Street Suite 202 Flemington, NJ 08822\n\n3\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n\n\n Either party may change its address for the purpose of this Agreement by giving notice to the other party in accordance herewith. 6. INSPECTION AND AUDIT. Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder.", "probability": 0.00019136054592086018 }, { "score": 6.837932586669922, "text": "to Bizzingo at: 63 Main Street Suite 202 Flemington, NJ 08822\n\n3\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n\n\n Either party may change its address for the purpose of this Agreement by giving notice to the other party in accordance herewith. 6. INSPECTION AND AUDIT. Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder. Theismann shall have free and full access thereto for such purposes and may make copies thereof. All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 0.00018302743954496246 }, { "score": 6.73712682723999, "text": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement", "probability": 0.00016547668769389685 }, { "score": 6.4353532791137695, "text": "Either party may change its address for the purpose of this Agreement by giving notice to the other party in accordance herewith. 6. INSPECTION AND AUDIT. Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder.", "probability": 0.00012237092205114847 }, { "score": 6.390830039978027, "text": "Either party may change its address for the purpose of this Agreement by giving notice to the other party in accordance herewith. 6. INSPECTION AND AUDIT. Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder. Theismann shall have free and full access thereto for such purposes and may make copies thereof. All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 0.00011704208111446639 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Uncapped Liability": [ { "text": "", "score": 12.402349472045898, "probability": 0.993132003768374 }, { "score": 6.382660865783691, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.002413734138084169 }, { "score": 5.689958572387695, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0012074041081617422 }, { "score": 4.969778537750244, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.0005876008754691149 }, { "score": 4.523462772369385, "text": "Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0003760537814093173 }, { "score": 4.4486083984375, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death. c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach.", "probability": 0.0003489322561445014 }, { "score": 4.327281951904297, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0003090649189001732 }, { "score": 3.9033706188201904, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00020227739850646752 }, { "score": 3.8724584579467773, "text": "Upon Theismann's death.", "probability": 0.0001961202231099078 }, { "score": 3.8430261611938477, "text": "In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach.", "probability": 0.0001904320727805285 }, { "score": 3.8032827377319336, "text": "Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00018301207498457947 }, { "score": 3.4251818656921387, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.00012539280650344765 }, { "score": 3.3797454833984375, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00011982290725160845 }, { "score": 3.351288318634033, "text": "Upon Theismann's death. c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach.", "probability": 0.0001164611469829235 }, { "score": 3.2860732078552246, "text": "Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00010910847865094374 }, { "score": 3.2821125984191895, "text": "Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death. c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach.", "probability": 0.00010867719721328508 }, { "score": 2.966257095336914, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute;", "probability": 7.92435872729486e-05 }, { "score": 2.786540985107422, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry;", "probability": 6.620860117131978e-05 }, { "score": 2.7649033069610596, "text": "Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death. c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach.", "probability": 6.479138865598123e-05 }, { "score": 2.7472598552703857, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 6.365827037311063e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Cap On Liability": [ { "text": "", "score": 12.26917552947998, "probability": 0.9750540436954389 }, { "score": 7.4398651123046875, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.007792661688713964 }, { "score": 7.426992416381836, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d.", "probability": 0.0076929920094232955 }, { "score": 6.504755973815918, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph", "probability": 0.0030589549659172906 }, { "score": 6.3945136070251465, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.002739652195620693 }, { "score": 4.877492427825928, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d. e.", "probability": 0.0006009820554210581 }, { "score": 4.366260528564453, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00036044276443858864 }, { "score": 4.343250274658203, "text": "Upon Theismann's death.", "probability": 0.00035224357934220363 }, { "score": 4.269233703613281, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0003271132208196525 }, { "score": 4.1240458488464355, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute;", "probability": 0.00028290707794496477 }, { "score": 4.084634780883789, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry;", "probability": 0.0002719742599493381 }, { "score": 3.9734277725219727, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 0.00024334992325656678 }, { "score": 3.887587547302246, "text": "Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00022333216574534434 }, { "score": 3.7407636642456055, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii.", "probability": 0.0001928352722195868 }, { "score": 3.6788272857666016, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.", "probability": 0.00018125410362382688 }, { "score": 3.48512601852417, "text": "Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00014933598001719335 }, { "score": 3.3287134170532227, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i.", "probability": 0.00012771306468599425 }, { "score": 3.320909023284912, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00012672022095094163 }, { "score": 3.306980609893799, "text": "Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00012496744436353495 }, { "score": 3.048722267150879, "text": "Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 9.652431210696608e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Liquidated Damages": [ { "text": "", "score": 12.17729377746582, "probability": 0.9372507723280631 }, { "score": 8.359882354736328, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.02060511728670857 }, { "score": 8.101590156555176, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.01591476442803005 }, { "score": 7.3885884284973145, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.007800950074363119 }, { "score": 6.9702253341674805, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b.", "probability": 0.005133986414964894 }, { "score": 6.631494522094727, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "probability": 0.0036588600029125755 }, { "score": 6.304987907409668, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\").", "probability": 0.0026396465077035657 }, { "score": 5.998930931091309, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b.", "probability": 0.0019436896209333349 }, { "score": 5.4153547286987305, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0010843837257099552 }, { "score": 5.256157875061035, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b. The Royalty owed Theismann shall be calculated on a quarterly calendar basis (\"Royalty Period\") commencing on the first (1st) day of June, September, December, and March, except that the first and last calendar quarters may be \"short\" depending on the effective date of this Agreement. Payment of the Royalty shall be made no later than 45 days after the termination of the preceding full calendar quarter. The foregoing notwithstanding, if this Agreement is terminated in accordance with the provisions herein during a Royalty Period, the Royalty shall be calculated up to and including the Termination Date and payment of the Royalty shall be made as provided herein.", "probability": 0.0009247933029105065 }, { "score": 5.133605003356934, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\").", "probability": 0.0008181268390334388 }, { "score": 4.728489875793457, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0005456088117471542 }, { "score": 4.250798225402832, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b. The Royalty owed Theismann shall be calculated on a quarterly calendar basis (\"Royalty Period\") commencing on the first (1st) day of June, September, December, and March, except that the first and last calendar quarters may be \"short\" depending on the effective date of this Agreement. Payment of the Royalty shall be made no later than 45 days after the termination of the preceding full calendar quarter.", "probability": 0.00033839390169410294 }, { "score": 4.201601982116699, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A", "probability": 0.00032214906180404683 }, { "score": 3.8929648399353027, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.", "probability": 0.00023660148338239435 }, { "score": 3.8644652366638184, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b. The Royalty owed Theismann shall be calculated on a quarterly calendar basis (\"Royalty Period\") commencing on the first (1st) day of June, September, December, and March, except that the first and last calendar quarters may be \"short\" depending on the effective date of this Agreement.", "probability": 0.00022995361572686657 }, { "score": 3.786062479019165, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b. The Royalty owed Theismann shall be calculated on a quarterly calendar basis (\"Royalty Period\") commencing on the first (1st) day of June, September, December, and March, except that the first and last calendar quarters may be \"short\" depending on the effective date of this Agreement. Payment of the Royalty shall be made no later than 45 days after the termination of the preceding full calendar quarter. The foregoing notwithstanding, if this Agreement is terminated in accordance with the provisions herein during a Royalty Period, the Royalty shall be calculated up to and including the Termination Date and payment of the Royalty shall be made as provided herein.", "probability": 0.0002126132654376951 }, { "score": 3.325969696044922, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A", "probability": 0.00013420682460259982 }, { "score": 3.2303075790405273, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A", "probability": 0.00012196327321723521 }, { "score": 2.85046648979187, "text": "In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b. The Royalty owed Theismann shall be calculated on a quarterly calendar basis (\"Royalty Period\") commencing on the first (1st) day of June, September, December, and March, except that the first and last calendar quarters may be \"short\" depending on the effective date of this Agreement. Payment of the Royalty shall be made no later than 45 days after the termination of the preceding full calendar quarter. The foregoing notwithstanding, if this Agreement is terminated in accordance with the provisions herein during a Royalty Period, the Royalty shall be calculated up to and including the Termination Date and payment of the Royalty shall be made as provided herein. c. For each Royalty Period, Bizzingo shall provide Theismann with a written royalty statement in a form acceptable to Theismann certified by a duly authorized officer of Bizzingo.", "probability": 8.341923105395171e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Warranty Duration": [ { "text": "", "score": 11.827381134033203, "probability": 0.7802458965421533 }, { "score": 10.447834968566895, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.1963822385035722 }, { "score": 7.416873931884766, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance", "probability": 0.00947921891396581 }, { "score": 7.331896781921387, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.0087069779715007 }, { "score": 5.23899507522583, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance", "probability": 0.0010738207290130865 }, { "score": 5.042451858520508, "text": "In addition to the other terms and conditions herein, during the Term, Theismann also will;\n\n Bizzingo recognizes that Theismann's schedule and will not schedule any such session or appearance at a time that would conflict with Theismann's current obligations. Following the execution of this Agreement, Theismann will provide Bizzingo with an availability schedule indicating black out and/or available dates and from time to time will endeavor to update such schedule. In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance.", "probability": 0.0008822144133054002 }, { "score": 4.518589019775391, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "probability": 0.0005224724664722562 }, { "score": 4.278371334075928, "text": "Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00041090194155425473 }, { "score": 4.209156036376953, "text": "In", "probability": 0.00038342318593179105 }, { "score": 3.915604829788208, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00028588456107015266 }, { "score": 3.8102216720581055, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0002572902793120851 }, { "score": 3.7257323265075684, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written approval from Bizzingo.", "probability": 0.00023644499306960337 }, { "score": 3.681983709335327, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 0.00022632385862373465 }, { "score": 3.6434929370880127, "text": "In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session", "probability": 0.0002177780018990795 }, { "score": 3.5236685276031494, "text": "Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00019318567914666102 }, { "score": 3.1609020233154297, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00013440871775630248 }, { "score": 2.8685269355773926, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date;", "probability": 0.00010033456005879291 }, { "score": 2.8392832279205322, "text": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "probability": 9.74428931229956e-05 }, { "score": 2.686326742172241, "text": "Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 8.362228144996925e-05 }, { "score": 2.64353609085083, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term;", "probability": 8.011950702166963e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Insurance": [ { "score": 12.789533615112305, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d.", "probability": 0.4462290888256701 }, { "text": "", "score": 12.084756851196289, "probability": 0.22053484471168822 }, { "score": 11.7847318649292, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d. e. Theismann agrees to defend, indemnify, and hold Bizzingo, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Bizzingo based on a breach by Theismann of any representation and/or warranty made in this Agreement or with respect to any third-party claims for infringement involving the use of the Property by Bizzingo.", "probability": 0.16337214914648007 }, { "score": 11.21367073059082, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d. e.", "probability": 0.09229311893995515 }, { "score": 9.96185302734375, "text": "Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 0.026394400475459982 }, { "score": 8.807019233703613, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 0.008317137048041708 }, { "score": 8.689809799194336, "text": "iv. Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 0.007397252565244263 }, { "score": 8.633401870727539, "text": "Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0069915391688555135 }, { "score": 8.422012329101562, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph", "probability": 0.0056593621199625245 }, { "score": 8.206242561340332, "text": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d", "probability": 0.004560997814004218 }, { "score": 8.170174598693848, "text": "Bizzingo fails to maintain the liability insurance as herein provided", "probability": 0.004399423263268409 }, { "score": 7.55582332611084, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.002380051635937332 }, { "score": 7.478568077087402, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0022031032490465964 }, { "score": 7.361358642578125, "text": "iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.001959437612530992 }, { "score": 7.134786605834961, "text": "Bizzingo agrees to defend, indemnify, and hold Theismann harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Theismann based on the manufacture or sale of the Network including, but not limited to, actions founded on network liability. In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d.", "probability": 0.0015621849697556845 }, { "score": 7.098100662231445, "text": "Theismann agrees to defend, indemnify, and hold Bizzingo, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Bizzingo based on a breach by Theismann of any representation and/or warranty made in this Agreement or with respect to any third-party claims for infringement involving the use of the Property by Bizzingo.", "probability": 0.0015059132417832614 }, { "score": 7.015340805053711, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided", "probability": 0.0013863018501581842 }, { "score": 6.898131370544434, "text": "iv. Bizzingo fails to maintain the liability insurance as herein provided", "probability": 0.001232975344526759 }, { "score": 6.6847429275512695, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0009960496080691392 }, { "score": 6.218166828155518, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.0006246684095619209 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.134284973144531, "probability": 0.9630799197012013 }, { "score": 8.40504264831543, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.023124532659363185 }, { "score": 7.473241806030273, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.009107454295799016 }, { "score": 5.163361072540283, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0009041251373429162 }, { "score": 4.673341751098633, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute;", "probability": 0.0005538802209141236 }, { "score": 4.431210994720459, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0004347702363541158 }, { "score": 4.3940629959106445, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following", "probability": 0.00041891569752176583 }, { "score": 4.346810340881348, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 0.00039958121869915913 }, { "score": 4.2628889083862305, "text": "Upon Theismann's death.", "probability": 0.0003674163276707331 }, { "score": 4.232081890106201, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry;", "probability": 0.0003562699017708253 }, { "score": 3.712721586227417, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i.", "probability": 0.00021194531446570676 }, { "score": 3.599217176437378, "text": "Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00018920363728307 }, { "score": 3.5958497524261475, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii.", "probability": 0.0001885675799502882 }, { "score": 3.415009021759033, "text": "b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00015737251883439865 }, { "score": 3.18759822845459, "text": "Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death.", "probability": 0.00012536192240319118 }, { "score": 2.837146043777466, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or", "probability": 8.830111618119148e-05 }, { "score": 2.830139398574829, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death", "probability": 8.768458402244557e-05 }, { "score": 2.7091965675354004, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.", "probability": 7.76959608470198e-05 }, { "score": 2.6862313747406006, "text": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii.", "probability": 7.593199061089147e-05 }, { "score": 2.2895901203155518, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided.", "probability": 5.1069978764697466e-05 } ], "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Third Party Beneficiary": [ { "text": "", "score": 11.844701766967773, "probability": 0.8888475527247589 }, { "score": 9.571794509887695, "text": "The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.", "probability": 0.09156219626647956 }, { "score": 7.508120059967041, "text": "The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns. 15. ASSIGNABILITY. Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 0.01162716338808418 }, { "score": 6.482430458068848, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 0.004168909247119966 }, { "score": 5.514554977416992, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "probability": 0.0015837238633610545 }, { "score": 5.067379951477051, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.", "probability": 0.0010126836877754578 }, { "score": 4.474637031555176, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 0.0005598205481428762 }, { "score": 3.644430637359619, "text": "The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns", "probability": 0.00024405897293180686 }, { "score": 2.3807218074798584, "text": "The", "probability": 6.897202989358432e-05 }, { "score": 2.1312668323516846, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "probability": 5.374475513838197e-05 }, { "score": 2.0836422443389893, "text": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 5.124517644348151e-05 }, { "score": 1.9913461208343506, "text": "Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date. 11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor.", "probability": 4.672715026701359e-05 }, { "score": 1.8397917747497559, "text": "The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns. 15. ASSIGNABILITY. Neither", "probability": 4.0155966148291034e-05 }, { "score": 1.4943342208862305, "text": "The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns. 15. ASSIGNABILITY. Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld", "probability": 2.8426263016863055e-05 }, { "score": 1.3802956342697144, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor.", "probability": 2.5362580657746473e-05 }, { "score": 1.2977628707885742, "text": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo.\n\n\n\na. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "probability": 2.3353389212357257e-05 }, { "score": 1.1016676425933838, "text": "14. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.", "probability": 1.91949436668805e-05 }, { "score": 0.8141021728515625, "text": "Neither", "probability": 1.4397886484867793e-05 }, { "score": 0.6417909860610962, "text": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\").", "probability": 1.211894871430516e-05 }, { "score": 0.4686446189880371, "text": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld", "probability": 1.0192211702599214e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Document Name": [ { "score": 13.157085418701172, "text": "STRATEGIC ALLIANCE AGREEMENT", "probability": 0.26627567216091647 }, { "score": 13.03465747833252, "text": "STRATEGIC ALLIANCE AGREEMENT", "probability": 0.23559263561037488 }, { "score": 12.307214736938477, "text": "STRATEGIC ALLIANCE AGREEMENT", "probability": 0.11382491698216726 }, { "score": 12.210651397705078, "text": "STRATEGIC ALLIANCE AGREEMENT\n\nINVESTORS CAPITAL SERVICES", "probability": 0.10334760504788806 }, { "score": 11.587207794189453, "text": "STRATEGIC ALLIANCE AGREEMENT", "probability": 0.05540415046707956 }, { "score": 11.546981811523438, "text": "STRATEGIC ALLIANCE AGREEMENT\n\nINVESTORS CAPITAL SERVICES", "probability": 0.053219694566495175 }, { "score": 11.164958953857422, "text": "INVESTORS CAPITAL SERVICES", "probability": 0.036321348044003374 }, { "score": 11.05023193359375, "text": "Master Group Annuity Contracts", "probability": 0.032384459042069914 }, { "text": "", "score": 11.012529373168945, "probability": 0.031186212437951184 }, { "score": 10.89124584197998, "text": "INVESTORS CAPITAL SERVICES", "probability": 0.02762420985557874 }, { "score": 10.615199089050293, "text": "Sales and General Agency Agreement", "probability": 0.020960627646816086 }, { "score": 9.87738037109375, "text": "Sales and General Agency Agreement, none of the PHL Parties or their Affiliates, on the one hand, and ICC or its Affiliates, on the other, shall have or be deemed to have authority to act on behalf of the others.\n\n\n\n13.03 No Third-Party Beneficiaries. This Agreement, the Selling Agreement", "probability": 0.010022445081812752 }, { "score": 8.730005264282227, "text": "STRATEGIC ALLIANCE AGREEMENT\n\nThis agreement (\"", "probability": 0.0031818156062235485 }, { "score": 8.72882080078125, "text": "STRATEGIC ALLIANCE AGREEMENT\n\nThis agreement", "probability": 0.003178049092860295 }, { "score": 8.31764030456543, "text": "Sales and General Agency Agreement", "probability": 0.0021066247444395912 }, { "score": 7.964781761169434, "text": "STRATEGIC ALLIANCE AGREEMENT\n\nPHL VARIABLE SERVICES", "probability": 0.0014802758804370118 }, { "score": 7.760183811187744, "text": "EXHIBIT B TO THE STRATEGIC ALLIANCE AGREEMENT", "probability": 0.001206387704255409 }, { "score": 7.6906328201293945, "text": "Selling Agreement", "probability": 0.0011253336112903448 }, { "score": 7.384482383728027, "text": "TRADEMARK LICENSE TERMS", "probability": 0.0008285559594255136 }, { "score": 7.256444931030273, "text": "THE STRATEGIC ALLIANCE AGREEMENT", 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(\"PHLVIC\"), PHOENIX LIFE INSURANCE COMPANY, (\"PLIC\" and, together with PHLVIC, \"PHL Variable\"), PHOENIX EQUITY PLANNING CORPORATION (\"PEPCO\" and, together with PHLVIC and PLIC, the \"PHL Parties\"),", "probability": 0.04012225250606633 }, { "score": 11.333646774291992, "text": "PHOENIX EQUITY PLANNING CORPORATION (\"PEPCO\" and, together with PHLVIC and PLIC, the \"PHL Parties\"), and INVESTORS CAPITAL CORPORATION", "probability": 0.038677075859861104 }, { "score": 11.291065216064453, "text": "PHL VARIABLE INSURANCE COMPANY (\"PHLVIC\"), PHOENIX LIFE INSURANCE COMPANY, (\"PLIC\" and, together with PHLVIC, \"PHL Variable", "probability": 0.03706471768236698 }, { "score": 11.171426773071289, "text": "PHOENIX LIFE INSURANCE COMPANY, (\"PLIC\" and, together with PHLVIC, \"PHL Variable\"), PHOENIX EQUITY PLANNING CORPORATION (\"PEPCO\" and, together with PHLVIC and PLIC, the \"PHL Parties\"),", "probability": 0.03288534337077693 }, { "score": 11.144731521606445, "text": "PHL VARIABLE INSURANCE COMPANY (\"PHLVIC\"), PHOENIX LIFE INSURANCE COMPANY, (\"PLIC\" and, together with PHLVIC, \"PHL Variable\"), PHOENIX EQUITY PLANNING CORPORATION (\"PEPCO", "probability": 0.03201907493083433 }, { "score": 11.141526222229004, "text": "PHL VARIABLE INSURANCE COMPANY (\"PHLVIC", "probability": 0.03191660851538893 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": [ { "text": "", "score": 11.278362274169922, "probability": 0.969374902437486 }, { "score": 7.757020950317383, "text": "December 1, 2002", "probability": 0.028654488840330075 }, { "score": 4.037276268005371, "text": "the date on which the Registration Statement is declared effective by the SEC (the \"Effective Date\"),", "probability": 0.0006945892794830016 }, { "score": 3.1552553176879883, "text": "the date on which the Registration Statement is declared effective by the SEC (", "probability": 0.0002875221083202954 }, { "score": 2.9448838233947754, "text": "the date on which the Registration Statement is declared effective by the SEC (the", "probability": 0.0002329743266615927 }, { "score": 2.2001447677612305, "text": "December 1, 2002", "probability": 0.00011062976832029767 }, { "score": 2.159334421157837, "text": "the date on which", "probability": 0.00010620581465678046 }, { "score": 2.132301092147827, "text": "the date on which the Registration Statement is declared effective by the SEC (the \"Effective Date", "probability": 0.00010337317822832023 }, { "score": 1.904489278793335, "text": "the date on which the Registration Statement is declared effective", "probability": 8.231338382600204e-05 }, { "score": 1.5366215705871582, "text": "the date", "probability": 5.697804445805738e-05 }, { "score": 1.417099952697754, "text": "the date on which the Registration Statement is declared effective by the SEC", "probability": 5.055917289357178e-05 }, { "score": 1.4106683731079102, "text": "1, 2002", "probability": 5.023504100643964e-05 }, { "score": 1.158785104751587, "text": "December 1, 2002 and the addition of GIE to the Selling Agreement", "probability": 3.9049479332801036e-05 }, { "score": 0.847523033618927, "text": "The date set forth in the introductory paragraph of this Agreement.", "probability": 2.8604597930851027e-05 }, { "score": 0.7456638813018799, "text": "This agreement (\"Agreement\"), is entered into as of the date on which the Registration Statement is declared effective by the SEC (the \"Effective Date\"),", "probability": 2.58344357093343e-05 }, { "score": 0.6992604732513428, "text": "The Selling Agreement effective as of December 1, 2002", "probability": 2.4663018904480135e-05 }, { "score": 0.584064781665802, "text": "The date set forth in the introductory paragraph of this Agreement.", "probability": 2.197947843812115e-05 }, { "score": 0.43253007531166077, "text": "as of the date on which the Registration Statement is declared effective by the SEC (the \"Effective Date\"),", "probability": 1.888890123648162e-05 }, { "score": 0.3999905586242676, "text": "December", "probability": 1.8284157905932138e-05 }, { "score": 0.3801259994506836, "text": "the date on which the Registration Statement is declared effective by the SEC (the \"", "probability": 1.7924534871343637e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Effective Date": [ { "score": 12.946762084960938, "text": "This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the provisions of Section 15 of this Agreement (\"Term\").", "probability": 0.4144242619084591 }, { "score": 12.454214096069336, "text": "The date set forth in the introductory paragraph of this Agreement.", "probability": 0.25324116281499087 }, { "text": "", "score": 11.736499786376953, "probability": 0.12354777677349056 }, { "score": 11.034623146057129, "text": "Effective Date. The date set forth in the introductory paragraph of this Agreement.", "probability": 0.06123698257221607 }, { "score": 11.022944450378418, "text": "December 1, 2002", "probability": 0.0605259743938394 }, { "score": 10.78908920288086, "text": "The date set forth in the introductory paragraph of this Agreement.", "probability": 0.04790487885439357 }, { "score": 8.970612525939941, "text": "Effective Date. The date set forth in the introductory paragraph of this Agreement.", "probability": 0.007773656745495279 }, { "score": 8.928739547729492, "text": "December 1, 2002", "probability": 0.0074548714087681895 }, { "score": 8.758691787719727, "text": "Business Day. A day when the New York Stock Exchange is open for business.\n\n 1.09 Certificate. The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract.\n\n 1.10 Certificate Owner. The person or entity that is the owner of a Certificate.\n\n 1.11 Change of Control. The term shall have the meaning set forth in Section 16.01.2.\n\n 1.12 Confidential Information. The term shall have the meaning set forth in Section 11.03.1\n\n 1.13 Customer Complaint. The term shall have the meaning set forth in Section 11.04.\n\n 1.14 Determination. The term shall have the meaning set forth in Section 12.02.1.6.\n\n 1.15 ICC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n 1.16 Effective Date. The date set forth in the introductory paragraph of this Agreement.", "probability": 0.00628911234458814 }, { "score": 8.73876953125, "text": "The Selling Agreement effective as of December 1, 2002", "probability": 0.006165058851251372 }, { "score": 8.335090637207031, "text": "1.16 Effective Date. The date set forth in the introductory paragraph of this Agreement.", "probability": 0.004117387204626571 }, { "score": 7.8987531661987305, "text": "A day when the New York Stock Exchange is open for business.\n\n 1.09 Certificate. The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract.\n\n 1.10 Certificate Owner. The person or entity that is the owner of a Certificate.\n\n 1.11 Change of Control. The term shall have the meaning set forth in Section 16.01.2.\n\n 1.12 Confidential Information. The term shall have the meaning set forth in Section 11.03.1\n\n 1.13 Customer Complaint. The term shall have the meaning set forth in Section 11.04.\n\n 1.14 Determination. The term shall have the meaning set forth in Section 12.02.1.6.\n\n 1.15 ICC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n 1.16 Effective Date. The date set forth in the introductory paragraph of this Agreement.", "probability": 0.002661477228077127 }, { "score": 6.758607387542725, "text": "December 1, 2002", "probability": 0.0008510669672277125 }, { "score": 6.667299747467041, "text": "The date set forth in the introductory paragraph of this Agreement", "probability": 0.0007768002026042124 }, { "score": 6.545070171356201, "text": "December 1, 2002 and the addition of GIE to the Selling Agreement", "probability": 0.0006874255973756565 }, { "score": 6.41965389251709, "text": "1.08 Business Day. A day when the New York Stock Exchange is open for business.\n\n 1.09 Certificate. The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract.\n\n 1.10 Certificate Owner. The person or entity that is the owner of a Certificate.\n\n 1.11 Change of Control. The term shall have the meaning set forth in Section 16.01.2.\n\n 1.12 Confidential Information. The term shall have the meaning set forth in Section 11.03.1\n\n 1.13 Customer Complaint. The term shall have the meaning set forth in Section 11.04.\n\n 1.14 Determination. The term shall have the meaning set forth in Section 12.02.1.6.\n\n 1.15 ICC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n 1.16 Effective Date. The date set forth in the introductory paragraph of this Agreement.", "probability": 0.0006063984770392185 }, { "score": 6.31507682800293, "text": "The Selling Agreement effective as of December 1, 2002", "probability": 0.0005461863720935128 }, { "score": 6.0378217697143555, "text": "December 1, 2002 and the addition of GIE to the Selling Agreement effective as of the Effective Date, by", "probability": 0.00041393344500458517 }, { "score": 6.0136189460754395, "text": "December 1, 2002 and the addition of GIE to the Selling Agreement effective as of the Effective Date, by and among the Parties, as amended from time to time, pursuant to which ICC will solicit sales of the GIE from ICC Customers.", "probability": 0.00040403535091766457 }, { "score": 5.929806709289551, "text": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force.", "probability": 0.0003715524875411985 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": [ { "score": 14.400118827819824, "text": "This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the provisions of Section 15 of this Agreement (\"Term\").", "probability": 0.7982290549042204 }, { "score": 11.97011947631836, "text": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force.", "probability": 0.0702736032413023 }, { "text": "", "score": 11.786186218261719, "probability": 0.05846702867324813 }, { "score": 11.73541259765625, "text": "The Territory shall initially consist of all States, as may be changed from time to time by the written agreement of the Parties.\n\n 1.55 Trademark Consent. The term shall have the meaning set forth in Section 10.02.1.\n\n 1.56 Trademark License Terms. The term shall have the meaning set forth in Section 10.02.2.\n\n 1.57 Transaction Documents. The term shall mean this Agreement, the Memorandum of Understanding, and the GIE.\n\n 2.01 This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the provisions of Section 15 of this Agreement (\"Term\").", "probability": 0.05557254933379297 }, { "score": 9.475542068481445, "text": "The Territory shall initially consist of all States, as may be changed from time to time by the written agreement of the Parties.", "probability": 0.005799773314868596 }, { "score": 8.48569107055664, "text": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force", "probability": 0.0021553817094390857 }, { "score": 8.324851989746094, "text": "The Territory shall initially consist of all States, as may be changed from time to time by the written agreement of the Parties.", "probability": 0.001835154647293858 }, { "score": 8.17868423461914, "text": "Subject to the restrictions set forth in this Section, each License shall terminate as follows:\n\n\n\n9.02.5.1.1 In the event of a complete termination of this Agreement under Sections 15.01 and 15.02 as to all Certificates, the grant of all Licenses shall automatically terminate as of the effective date of termination.", "probability": 0.0015855970106542537 }, { "score": 8.0479097366333, "text": "In the event of a complete termination of this Agreement under Sections 15.01 and 15.02 as to all Certificates, the grant of all Licenses shall automatically terminate as of the effective date of termination.", "probability": 0.0013912275700163018 }, { "score": 7.925237655639648, "text": "Subject to the restrictions set forth in this Section, each License shall terminate as follows:", "probability": 0.001230615462560538 }, { "score": 7.689732074737549, "text": "This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the provisions of Section 15 of this Agreement (\"Term", "probability": 0.0009723969621702743 }, { "score": 7.50412130355835, "text": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force.\n\n 15.02 Termination and Suspension as to New Business.\n\n 15.02.1 Termination. This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with respect to Certificates that have not been issued as of the effective date of termination in the following manner:", "probability": 0.0008076698287329791 }, { "score": 7.341330528259277, "text": "2.01 This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the provisions of Section 15 of this Agreement (\"Term\").", "probability": 0.0006863327523836626 }, { "score": 7.047764778137207, "text": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force.\n\n 15.02 Termination and Suspension as to New Business.\n\n 15.02.1 Termination. This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with respect to Certificates that have not been issued as of the effective date of termination in the following manner:\n\n 15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.0005117298360357223 }, { "score": 5.384096622467041, "text": "In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 9.694353214069317e-05 }, { "score": 5.306522846221924, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\" 9.02.5 Terms and Conditions\n\n 9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows:\n\n\n\n9.02.5.1.1 In the event of a complete termination of this Agreement under Sections 15.01 and 15.02 as to all Certificates, the grant of all Licenses shall automatically terminate as of the effective date of termination.", "probability": 8.970754595342015e-05 }, { "score": 5.231966018676758, "text": "continue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force. In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 8.326248289650164e-05 }, { "score": 5.1072611808776855, "text": "This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the", "probability": 7.35005746476513e-05 }, { "score": 5.053076267242432, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\" 9.02.5 Terms and Conditions\n\n 9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows:", "probability": 6.962392866336646e-05 }, { "score": 5.0418500900268555, "text": "This", "probability": 6.884668897971258e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": [ { "text": "", "score": 11.586702346801758, "probability": 0.9687658657761972 }, { "score": 7.398988723754883, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.01470679063475346 }, { "score": 7.149281024932861, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.011457008470489638 }, { "score": 5.421079635620117, "text": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force.", "probability": 0.002034805520340046 }, { "score": 4.936932563781738, "text": "In the event of a complete termination of this Agreement under Sections 15.01 and 15.02 as to all Certificates, the grant of all Licenses shall automatically terminate as of the effective date of termination.", "probability": 0.0012538930795876334 }, { "score": 3.7895283699035645, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.00039806060206689964 }, { "score": 3.0546746253967285, "text": "continue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force.", "probability": 0.00019090014984783103 }, { "score": 2.8420684337615967, "text": "necessary or desirable to carry out their respective obligations under this Agreement or the Master Group Annuity Contracts during the terms of such agreements, as applicable. ICC shall promptly notify each of the PHL Parties in writing upon the lapse, termination, non-renewal, suspension, revocation or cancellation (without replacement) of any such registration, license, membership, approval, order or consent. 8.06 Books and Records. ICC shall maintain its Books and Records as required by applicable Law.\n\n 8.07 Proprietary Interests of the PHL Parties.\n\n 8.07.1 Interference with Contracts. During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.00015433789528307296 }, { "score": 2.8344011306762695, "text": "Subject to the restrictions set forth in this Section, each License shall terminate as follows:\n\n\n\n9.02.5.1.1 In the event of a complete termination of this Agreement under Sections 15.01 and 15.02 as to all Certificates, the grant of all Licenses shall automatically terminate as of the effective date of termination.", "probability": 0.00015315906486248565 }, { "score": 2.80751371383667, "text": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force", "probability": 0.00014909588226602634 }, { "score": 2.6645865440368652, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will", "probability": 0.00012923887476001434 }, { "score": 2.4198241233825684, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n\n\n\n\nSECTION 9 INTELLECTUAL PROPERTY RIGHTS.\n\n\n\n\n\n\n\n\n\n - 16 -\n\n any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.00010117988918853742 }, { "score": 2.3650684356689453, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall", "probability": 9.578866187701446e-05 }, { "score": 2.293262481689453, "text": "For the purposes of clarity, each Party acknowledges that the Licenses shall not extend to sales and distribution of the GIE after the effective date of termination pursuant to Section 15.02.1, and upon such termination, ICC and its Affiliates shall cease using the PHL Licensed Marks and each PHL Party and their Affiliates shall cease using the Investors Capital Licensed Marks in connection with the sales and distribution of the GIE.\n\n\n\n9.02.5.1.3 In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall", "probability": 8.915160718122792e-05 }, { "score": 2.183852195739746, "text": "ICC shall promptly notify each of the PHL Parties in writing upon the lapse, termination, non-renewal, suspension, revocation or cancellation (without replacement) of any such registration, license, membership, approval, order or consent. 8.06 Books and Records. ICC shall maintain its Books and Records as required by applicable Law.\n\n 8.07 Proprietary Interests of the PHL Parties.\n\n 8.07.1 Interference with Contracts. During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 7.991216436310284e-05 }, { "score": 1.9299631118774414, "text": " any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 6.199408654356519e-05 }, { "score": 1.7664155960083008, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as any Certificate remains in force and benefit payments thereunder have not commenced, the grant of all Licenses shall continue only as necessary for the Parties to carry out their respective duties and obligations under the Transaction Documents as applicable. For the purposes of clarity, each Party acknowledges that the Licenses shall not extend to sales and distribution of the GIE after the effective date of termination pursuant to Section 15.02.1, and upon such termination, ICC and its Affiliates shall cease using the PHL Licensed Marks and each PHL Party and their Affiliates shall cease using the Investors Capital Licensed Marks in connection with the sales and distribution of the GIE.\n\n\n\n9.02.5.1.3 In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall", "probability": 5.26408000962056e-05 }, { "score": 1.6263200044631958, "text": "continue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force. In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 4.5759338666657245e-05 }, { "score": 1.612434983253479, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall\n\n\n\n\n\n\n\n\n\n\n\n - 18 -\n\n\n\ncontinue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force.", "probability": 4.5128359992232915e-05 }, { "score": 1.366499423980713, "text": "For the purposes of clarity, each Party acknowledges that the Licenses shall not extend to sales and distribution of the GIE after the effective date of termination pursuant to Section 15.02.1, and upon such termination, ICC and its Affiliates shall cease using the PHL Licensed Marks and each PHL Party and their Affiliates shall cease using the Investors Capital Licensed Marks in connection with the sales and distribution of the GIE.", "probability": 3.528914163704581e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.90797233581543, "probability": 0.6637131455609864 }, { "score": 10.666452407836914, "text": "By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.19177640161422177 }, { "score": 9.33608627319336, "text": "15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.05070193034884099 }, { "score": 8.327205657958984, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.018487288144496804 }, { "score": 8.098625183105469, "text": "By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties", "probability": 0.014709637537014179 }, { "score": 7.88411808013916, "text": "This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with respect to Certificates that have not been issued as of the effective date of termination in the following manner:\n\n 15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.011869781381993731 }, { "score": 7.525015830993652, "text": "continue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force. In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 0.0082887033171731 }, { "score": 7.40728759765625, "text": "In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 0.007368140062029477 }, { "score": 7.176553726196289, "text": "continue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force.", "probability": 0.0058499401874086724 }, { "score": 7.075685501098633, "text": "By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.005288651041364023 }, { "score": 6.768259048461914, "text": "15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties", "probability": 0.0038889405139567613 }, { "score": 6.530754089355469, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall\n\n\n\n\n\n\n\n\n\n\n\n - 18 -\n\n\n\ncontinue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force. In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 0.0030667911899349854 }, { "score": 6.530301094055176, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.0030654022625515045 }, { "score": 6.275317192077637, "text": "This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with respect to Certificates that have not been issued as of the effective date of termination in the following manner:\n\n 15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.0023754690261843293 }, { "score": 6.270586967468262, "text": "This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with respect to Certificates that have not been issued as of the effective date of termination in the following manner:", "probability": 0.002364259057873786 }, { "score": 6.1822919845581055, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall\n\n\n\n\n\n\n\n\n\n\n\n - 18 -\n\n\n\ncontinue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force.", "probability": 0.002164457375524721 }, { "score": 6.020491600036621, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall", "probability": 0.0018411112152351343 }, { "score": 5.593673229217529, "text": "continue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force. In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.\n\n 9.02.5.1.4 In the event of suspension under Section 15.02.2, the grant of all Licenses shall continue only as necessary for the Parties to carry out their respective duties and obligations under the Transaction Documents, as applicable.", "probability": 0.001201476166854364 }, { "score": 5.475944995880127, "text": "In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.\n\n 9.02.5.1.4 In the event of suspension under Section 15.02.2, the grant of all Licenses shall continue only as necessary for the Parties to carry out their respective duties and obligations under the Transaction Documents, as applicable.", "probability": 0.0010680373443010974 }, { "score": 5.316291332244873, "text": "This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with respect to Certificates that have not been issued as of the effective date of termination in the following manner:\n\n 15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties", "probability": 0.0009104366520539268 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Governing Law": [ { "score": 15.035061836242676, "text": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other jurisdiction.", "probability": 0.502847931300219 }, { "score": 14.91258716583252, "text": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other jurisdiction.", "probability": 0.44488380269145433 }, { "text": "", "score": 12.216811180114746, "probability": 0.030025203475250513 }, { "score": 11.250373840332031, "text": "PLIC is a corporation duly incorporated and validly existing under the laws of the State of New York.", "probability": 0.011422668032676591 }, { "score": 9.572674751281738, "text": "This Agreement shall be governed by the following rules of interpretation:", "probability": 0.0021337920797669377 }, { "score": 9.09909439086914, "text": "ICC is a corporation duly incorporated and validly existing under the laws of the State of Massachusetts.", "probability": 0.0013288585698004603 }, { "score": 9.02008056640625, "text": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other jurisdiction. Each of the Parties hereto shall submit to the jurisdiction of the courts of the State of Connecticut and the federal courts in Connecticut.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 33 -\n\n 16.05 Amendments. No change may be made to the terms or provisions of this Agreement except by written agreement signed by the Parties.\n\n 16.06 Severability. If any provision of this Agreement is held invalid, illegal, unenforceable, or in conflict with the Law of any jurisdiction, such provision shall be enforced to the extent permitted under applicable Law, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.\n\n 16.07 Waiver. The failure by any Party to insist upon strict compliance with any condition of this Agreement shall not be construed as a waiver of such condition. Waiver by one Party to this Agreement of any obligation of another Party to this Agreement does not constitute a waiver of any further or other obligation of such Party.\n\n\n\n16.08 Interpretation. This Agreement shall be governed by the following rules of interpretation:", "probability": 0.0012279013972419878 }, { "score": 8.838266372680664, "text": "This Agreement shall be governed by the following rules of interpretation: (a) when a reference is made in this Agreement to an Article, Section, or Exhibit, such reference shall be to an Article of, a Section of, or Exhibit to, this Agreement unless otherwise indicated; (b) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (c) whenever the words \"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation;\" (d) whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate; and (e) references to currency or amounts due shall mean United States dollars.", "probability": 0.0010237704559423325 }, { "score": 8.722370147705078, "text": "Any state of the United States and the District of Columbia.", "probability": 0.0009117368359638215 }, { "score": 8.665672302246094, "text": "PEPCO is a corporation duly incorporated and validly existing under the laws of the State of Delaware.", "probability": 0.0008614814692908373 }, { "score": 8.48803424835205, "text": "Any state of the United States and the District of Columbia.", "probability": 0.0007212714028351578 }, { "score": 8.299324035644531, "text": "Any state of the United States and the District of Columbia.\n\n 1.53 Term. The term shall have the meaning set forth in Section 2.\n\n 1.54 Territory. The Territory shall initially consist of all States, as may be changed from time to time by the written agreement of the Parties.\n\n 1.55 Trademark Consent. The term shall have the meaning set forth in Section 10.02.1.\n\n 1.56 Trademark License Terms. The term shall have the meaning set forth in Section 10.02.2.\n\n 1.57 Transaction Documents. The term shall mean this Agreement, the Memorandum of Understanding, and the GIE.\n\n 2.01 This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the provisions of Section 15 of this Agreement (\"Term\").\n\n 3.01 Organization. ICC is a corporation duly incorporated and validly existing under the laws of the State of Massachusetts.", "probability": 0.0005972317800378984 }, { "score": 8.11449146270752, "text": "ICC is a corporation duly incorporated and validly existing under the laws of the State of Massachusetts.", "probability": 0.000496445002213043 }, { "score": 8.014816284179688, "text": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other jurisdiction", "probability": 0.00044934794815878527 }, { "score": 7.543766021728516, "text": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other jurisdiction", "probability": 0.00028054868231668946 }, { "score": 7.255724906921387, "text": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut,", "probability": 0.00021033597865335017 }, { "score": 7.148548603057861, "text": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other jurisdiction. Each of the Parties hereto shall submit to the jurisdiction of the courts of the State of Connecticut and the federal courts in Connecticut.", "probability": 0.00018895895964206015 }, { "score": 7.131897926330566, "text": "State. Any state of the United States and the District of Columbia.", "probability": 0.00018583871427781413 }, { "score": 6.615262031555176, "text": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other jurisdiction. Each of the Parties hereto shall submit to the jurisdiction of the courts of the State of Connecticut and the federal courts in Connecticut.", "probability": 0.00011085724308298824 }, { "score": 6.42900276184082, "text": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut,", "probability": 9.201798117557592e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.106374740600586, "probability": 0.8995067225271365 }, { "score": 9.133576393127441, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.04601871582562548 }, { "score": 7.979555130004883, "text": "A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the", "probability": 0.014512740464967885 }, { "score": 7.826508522033691, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with", "probability": 0.012453233504449126 }, { "score": 7.014920711517334, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n\n\n\n\nSECTION 9 INTELLECTUAL PROPERTY RIGHTS.\n\n\n\n\n\n\n\n\n\n - 16 -\n\n any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.005531132009363149 }, { "score": 6.81185245513916, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.\n\n - 31 -\n\n combined voting power of the Control Group's then outstanding voting securities entitled to vote generally in the election of directors, in each case excluding an acquisition when the transaction is among Parties that are under common control both before and after such transaction;", "probability": 0.0045146345465759945 }, { "score": 6.576132297515869, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.0035665690522762718 }, { "score": 6.354538917541504, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.0028576817063249438 }, { "score": 6.098429203033447, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n", "probability": 0.002212008639562514 }, { "score": 5.820024490356445, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction", "probability": 0.0016744692958005473 }, { "score": 5.654448509216309, "text": "(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the", "probability": 0.0014189544471802237 }, { "score": 5.354395389556885, "text": "the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the", "probability": 0.0010511314715596707 }, { "score": 5.349145889282227, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.001045628014449164 }, { "score": 5.229794502258301, "text": "(2) the", "probability": 0.0009279905667821772 }, { "score": 4.918770790100098, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.0006799354420292245 }, { "score": 4.522021293640137, "text": "A \"Change of Control\" means:", "probability": 0.0004572582633777743 }, { "score": 4.468878269195557, "text": "each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.00043359257875710225 }, { "score": 4.371157646179199, "text": "A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or", "probability": 0.00039322607917733905 }, { "score": 4.345396041870117, "text": "necessary or desirable to carry out their respective obligations under this Agreement or the Master Group Annuity Contracts during the terms of such agreements, as applicable. ICC shall promptly notify each of the PHL Parties in writing upon the lapse, termination, non-renewal, suspension, revocation or cancellation (without replacement) of any such registration, license, membership, approval, order or consent. 8.06 Books and Records. ICC shall maintain its Books and Records as required by applicable Law.\n\n 8.07 Proprietary Interests of the PHL Parties.\n\n 8.07.1 Interference with Contracts. During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.00038322531546664565 }, { "score": 4.286067008972168, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:", "probability": 0.0003611502491380174 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": [ { "text": "", "score": 11.95853042602539, "probability": 0.7125239858752926 }, { "score": 10.208897590637207, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.12386357280121137 }, { "score": 9.583588600158691, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.06627891020254414 }, { "score": 8.411436080932617, "text": "Licensee shall not, during the term of this Agreement, or thereafter", "probability": 0.020526551246396983 }, { "score": 8.130327224731445, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;\n\n (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies;", "probability": 0.015496440845217 }, { "score": 7.85711669921875, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;\n\n (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies;\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 38 -\n\n (4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and", "probability": 0.011791746636377599 }, { "score": 7.599625587463379, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;", "probability": 0.009114884507026926 }, { "score": 7.366220474243164, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;\n\n (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies;\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 38 -\n\n (4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names;", "probability": 0.00721746385214662 }, { "score": 7.289036750793457, "text": "Licensee shall not, during the term of this Agreement, or thereafter", "probability": 0.006681348916233567 }, { "score": 6.9707536697387695, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any", "probability": 0.0048599921353770946 }, { "score": 6.816371917724609, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;\n\n (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies;\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 38 -\n\n (4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.004164745076660681 }, { "score": 6.616940975189209, "text": "Licensee shall not", "probability": 0.0034117458001051756 }, { "score": 6.506474494934082, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and", "probability": 0.003054932950352463 }, { "score": 6.089478969573975, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;", "probability": 0.0020132737319636875 }, { "score": 6.015578269958496, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names;", "probability": 0.001869855995029579 }, { "score": 5.92287015914917, "text": "8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.0017042980227358127 }, { "score": 5.841498851776123, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;", "probability": 0.0015711094120827388 }, { "score": 5.748714447021484, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any\n\n\n\n\n\nSECTION 8 OBLIGATIONS OF ICC\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 14 -\n\n\n\nproducts or services to an ICC Client or Certificate Owner other than the GIE, if such ICC Client or Certificate Owner is identified from information any of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, obtain pursuant to any of the Transaction Documents or any transaction contemplated thereunder.", "probability": 0.0014318933606685587 }, { "score": 5.613853454589844, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any\n\n", "probability": 0.0012512419330667393 }, { "score": 5.548434257507324, "text": "without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.001172006699510631 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": [ { "text": "", "score": 12.1765718460083, "probability": 0.8846008035921719 }, { "score": 9.139752388000488, "text": "Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks.", "probability": 0.042449579878376206 }, { "score": 8.51485538482666, "text": "Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection with its use of the Trademarks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.022723963141284532 }, { "score": 7.877969741821289, "text": "Any and all damages and settlements recovered arising from any action or proceeding shall belong solely and exclusively to Licensor.", "probability": 0.012019548544058525 }, { "score": 7.69651985168457, "text": "Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks.", "probability": 0.010025025126107943 }, { "score": 7.537209510803223, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.008548656521835415 }, { "score": 7.396015167236328, "text": "Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection with its use of the Trademarks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;", "probability": 0.007422974071140866 }, { "score": 6.841700553894043, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.004264245165217632 }, { "score": 5.938796520233154, "text": "Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection with its use of the Trademarks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter", "probability": 0.0017286852493016347 }, { "score": 5.722859859466553, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;", "probability": 0.00139295095684195 }, { "score": 5.470338821411133, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.0010820998394872718 }, { "score": 5.417888164520264, "text": "Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.", "probability": 0.0010268057730506194 }, { "score": 4.858087062835693, "text": "Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks", "probability": 0.0005866374339731108 }, { "score": 4.834844589233398, "text": "Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection with its use of the Trademarks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;", "probability": 0.0005731597628361775 }, { "score": 4.398749351501465, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents", "probability": 0.0003705799675665386 }, { "score": 4.265641212463379, "text": "Licensee shall not, during the term of this Agreement, or thereafter", "probability": 0.0003243947438069369 }, { "score": 4.1486711502075195, "text": "ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate", "probability": 0.0002885854002972424 }, { "score": 4.1121907234191895, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.00027824739561876856 }, { "score": 3.4763102531433105, "text": "Any and all damages and settlements recovered arising from any action or proceeding shall belong solely and exclusively to Licensor", "probability": 0.00014732339847565627 }, { "score": 3.465463399887085, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\" 9.02.5 Terms and Conditions\n\n 9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows:", "probability": 0.00014573403855099813 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": [ { "score": 12.123294830322266, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any", "probability": 0.16330275277332784 }, { "text": "", "score": 12.116517066955566, "probability": 0.1621996678051404 }, { "score": 11.74555778503418, "text": "8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.11192945555136945 }, { "score": 11.47723388671875, "text": "knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.08558798519161746 }, { "score": 11.131004333496094, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any\n\n", "probability": 0.060540669368392704 }, { "score": 10.990657806396484, "text": "8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.05261329440036474 }, { "score": 10.983298301696777, "text": "8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates;", "probability": 0.05222750795280066 }, { "score": 10.798971176147461, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.043435722551671226 }, { "score": 10.714974403381348, "text": "knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates;", "probability": 0.03993628982862229 }, { "score": 10.690882682800293, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any\n\n\n\n\n\nSECTION 8 OBLIGATIONS OF ICC\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 14 -\n\n\n\nproducts or services to an ICC Client or Certificate Owner other than the GIE, if such ICC Client or Certificate Owner is identified from information any of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, obtain pursuant to any of the Transaction Documents or any transaction contemplated thereunder.", "probability": 0.03898565310968643 }, { "score": 10.688566207885742, "text": "without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.03889544834110924 }, { "score": 10.495420455932617, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.03206392231340779 }, { "score": 10.134881019592285, "text": "8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons", "probability": 0.022358175453097134 }, { "score": 9.917304992675781, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.017986401845003403 }, { "score": 9.866557121276855, "text": "knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons", "probability": 0.01709640398199766 }, { "score": 9.819685935974121, "text": "The Selling Agreement effective as of December 1, 2002 and the addition of GIE to the Selling Agreement effective as of the Effective Date, by and among the Parties, as amended from time to time, pursuant to which ICC will solicit sales of the GIE from ICC Customers.", "probability": 0.016313564874916968 }, { "score": 9.636302947998047, "text": "ICC and the Phoenix Parties have previously entered into a Selling Agreement, effective as of December 1, 2002 and the addition of GIE to the Selling Agreement effective as of the Effective Date, pursuant to which ICC will solicit sales of the GIE to ICC Customers.", "probability": 0.013580215279118863 }, { "score": 9.566750526428223, "text": "8.07.1.2", "probability": 0.01266777735448874 }, { "score": 9.379981994628906, "text": "8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons", "probability": 0.010509640946766758 }, { "score": 9.077888488769531, "text": "without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons", "probability": 0.007769451077099928 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.922904968261719, "probability": 0.6619122117913687 }, { "score": 10.152448654174805, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.1126940497575397 }, { "score": 9.423324584960938, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;", "probability": 0.05435586683869071 }, { "score": 9.287532806396484, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;\n\n (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies;", "probability": 0.04745399781359596 }, { "score": 8.9912748336792, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;", "probability": 0.035286582833131935 }, { "score": 8.415654182434082, "text": "Licensee shall not, during the term of this Agreement, or thereafter", "probability": 0.019843612178407542 }, { "score": 8.161957740783691, "text": "By any of the PHL Parties, immediately, if:\n\n 15.02.1.5.1 ICC is placed in receivership or conservatorship or other proceedings pursuant to which it is substantially prevented from continuing to engage in the lines of business relevant to the subject matter hereof.", "probability": 0.015397200529225288 }, { "score": 7.759062767028809, "text": "Except as otherwise expressly set for in this Agreement, no Party shall in any manner be prevented or bound to refrain from engaging in any business or businesses of any kind or nature, or owning or dealing in securities of any entity or making any investments of any kind, or performing services for any other person, firm, or entity.", "probability": 0.010291216200430902 }, { "score": 7.659880638122559, "text": "In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 0.00931949652594742 }, { "score": 7.5286760330200195, "text": "ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate", "probability": 0.008173555478682374 }, { "score": 7.475550651550293, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.007750664796229279 }, { "score": 6.608974933624268, "text": "By any of the PHL Parties, immediately, if:", "probability": 0.003258291251303478 }, { "score": 6.532151222229004, "text": "15.02.1.5.1 ICC is placed in receivership or conservatorship or other proceedings pursuant to which it is substantially prevented from continuing to engage in the lines of business relevant to the subject matter hereof.", "probability": 0.00301735068733601 }, { "score": 6.4334821701049805, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.0027338479940934393 }, { "score": 6.067336559295654, "text": "Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection with its use of the Trademarks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.0018956551940011728 }, { "score": 5.948646545410156, "text": "8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.001683499249303672 }, { "score": 5.73597526550293, "text": "knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.0013609775574696165 }, { "score": 5.694247722625732, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.0013053558569502204 }, { "score": 5.6256103515625, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.001218765327738973 }, { "score": 5.474466800689697, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.0010478021385540053 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.181097030639648, "probability": 0.24443365952220703 }, { "score": 11.686243057250977, "text": "8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.1490214071110328 }, { "score": 11.462779998779297, "text": "8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.11917904104835726 }, { "score": 11.223217964172363, "text": "knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.09379062219669916 }, { "score": 10.734579086303711, "text": "without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.0575368721209199 }, { "score": 10.539691925048828, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any", "probability": 0.04734867496087142 }, { "score": 10.423102378845215, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any", "probability": 0.04213797230274671 }, { "score": 10.36618709564209, "text": "8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates;", "probability": 0.03980665088142151 }, { "score": 10.286567687988281, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any\n\n", "probability": 0.03676015809633589 }, { "score": 10.110342979431152, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.030820803173500434 }, { "score": 9.903162002563477, "text": "knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates;", "probability": 0.02505338411516648 }, { "score": 9.862382888793945, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.02405228010827463 }, { "score": 9.690033912658691, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any\n\n", "probability": 0.0202444528545926 }, { "score": 9.593866348266602, "text": "8.07.1.2", "probability": 0.018388275465031082 }, { "score": 9.411539077758789, "text": "8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons", "probability": 0.01532347533332241 }, { "score": 9.18807601928711, "text": "8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons", "probability": 0.012254864124271956 }, { "score": 8.948513984680176, "text": "knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons", "probability": 0.009644240472493014 }, { "score": 8.459875106811523, "text": "without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons", "probability": 0.005916363680853796 }, { "score": 8.147802352905273, "text": "employ or otherwise contract with any PHL GIE Persons.", "probability": 0.0043303538670457315 }, { "score": 8.057499885559082, "text": "8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or", "probability": 0.0039564485648561415 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": [ { "score": 13.20067024230957, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names;", "probability": 0.23159244429761902 }, { "score": 12.900960922241211, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.1716177811030668 }, { "score": 12.545316696166992, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names;", "probability": 0.12025633326618598 }, { "score": 12.283080101013184, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and", "probability": 0.09251668253062924 }, { "score": 12.245607376098633, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.08911398271789792 }, { "score": 12.137835502624512, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.08000942030474643 }, { "score": 11.78238582611084, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;", "probability": 0.056075259326773576 }, { "text": "", "score": 11.771291732788086, "probability": 0.05545659328150764 }, { "score": 11.627725601196289, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and", "probability": 0.048040023199039036 }, { "score": 10.654216766357422, "text": "(5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.018147369975566964 }, { "score": 10.115991592407227, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor", "probability": 0.010594134207879075 }, { "score": 9.482234954833984, "text": "Licensee shall not, during the term of this Agreement, or thereafter", "probability": 0.005621192521087169 }, { "score": 9.460638046264648, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor", "probability": 0.0055010936899658825 }, { "score": 9.216841697692871, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names", "probability": 0.004310916715966681 }, { "score": 8.70359992980957, "text": "continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.0025803080956844134 }, { "score": 8.629325866699219, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;", "probability": 0.0023956024536162515 }, { "score": 8.561488151550293, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names", "probability": 0.0022384799247243442 }, { "score": 8.300419807434082, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n", "probability": 0.0017241405360686485 }, { "score": 7.869248390197754, "text": "(5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor", "probability": 0.0011202560431376014 }, { "score": 7.840019226074219, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:\n\n\n\n8.07.1.1 knowingly and intentionally interfere in any way with the contractual relationships existing between or among any of the PHL Parties or their Affiliates (as the case may be), on the one hand, and any officer, director, employee, agent, or other representative of any of the PHL Parties or their Affiliates assigned to assist the Parties or their Affiliates in connection with the negotiation and implementation of the GIE and any Transaction Document, or the sales and marketing of the GIE (\"PHL GIE Persons\"), on the other;\n\n 8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.001087985808837156 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": [ { "score": 14.15236759185791, "text": "By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.678972656271805 }, { "score": 12.327617645263672, "text": "By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.10948974693406266 }, { "text": "", "score": 11.777904510498047, "probability": 0.06318821263395896 }, { "score": 11.669471740722656, "text": "15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.0566949422619726 }, { "score": 11.161369323730469, "text": "This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with respect to Certificates that have not been issued as of the effective date of termination in the following manner:\n\n 15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.034109726834684946 }, { "score": 10.928808212280273, "text": "15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.027032003437706845 }, { "score": 10.533010482788086, "text": "By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties", "probability": 0.01819639954094185 }, { "score": 8.500099182128906, "text": "By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties", "probability": 0.002382886210453304 }, { "score": 8.055944442749023, "text": "A Party may also provide notice by electronic means (such as email or facsimile) or telephone in cases when immediate notice is required so long as the Party giving notice delivers separate written notice to be with 24 hours pursuant to Sections 16.03(1) or 16.03 (3).", "probability": 0.0015283025988776294 }, { "score": 8.050115585327148, "text": "15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties", "probability": 0.0015194202530435658 }, { "score": 7.776336669921875, "text": "A Party may also provide notice by electronic means (such as email or facsimile) or telephone in cases when immediate notice is required so long as the Party giving notice delivers separate written notice to be with 24 hours pursuant to Sections 16.03(1) or 16.03 (3).", "probability": 0.0011555193934889498 }, { "score": 7.771750450134277, "text": "any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.0011502320612829212 }, { "score": 7.542698860168457, "text": "providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.0009147651845687255 }, { "score": 7.5420122146606445, "text": "This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with respect to Certificates that have not been issued as of the effective date of termination in the following manner:\n\n 15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties", "probability": 0.0009141372807623726 }, { "score": 7.101290702819824, "text": "15.02.1.1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties", "probability": 0.0005883130746627442 }, { "score": 7.0949788093566895, "text": "By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 29 -\n\n 15.02.1.2 By ICC, if any of the PHL Parties or their Affiliates, as applicable, materially breaches any of the Transaction Documents and does not cure such breach within sixty (60) days of being provided written notice of such breach by ICC.\n\n 15.02.1.3 By any of the ICC, immediately, if:", "probability": 0.0005846113997907694 }, { "score": 6.784384727478027, "text": "In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 0.0004285267961108096 }, { "score": 6.682458877563477, "text": "PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "probability": 0.00038700105566750613 }, { "score": 6.678004264831543, "text": "knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or\n\n 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "probability": 0.00038528094988463796 }, { "score": 6.657114028930664, "text": "This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with respect to Certificates that have not been issued as of the effective date of termination in the following manner:", "probability": 0.0003773158262732309 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.270793914794922, "probability": 0.9907322501901252 }, { "score": 7.106403350830078, "text": "ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate", "probability": 0.005663566131705435 }, { "score": 5.401975631713867, "text": "PHL Variable will offer to issue the GIE to ICC Customers.", "probability": 0.001030069250318575 }, { "score": 4.926610469818115, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall", "probability": 0.0006403507994869484 }, { "score": 4.448331832885742, "text": "PHL Variable shall take all commercially reasonable efforts to (1) qualify the offer and sale of the GIE in each jurisdiction within the Territory, and (2) obtain any approvals that are or may be required by any Governmental Entity to permit or facilitate the offer and sale of the GIE in each such jurisdiction; provided however that neither PHL Variable nor any other PHL Party shall be required to seek to qualify the offer and sale of the GIE or obtain any approvals to permit or facilitate the offer or sale of the GIE in the State of New York or the State of Maine.", "probability": 0.00039692109725052356 }, { "score": 4.349008083343506, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.00035939201765751926 }, { "score": 3.959158420562744, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.00024336542032529253 }, { "score": 3.522425889968872, "text": "ICC and the Phoenix Parties have previously entered into a Selling Agreement, effective as of December 1, 2002 and the addition of GIE to the Selling Agreement effective as of the Effective Date, pursuant to which ICC will solicit sales of the GIE to ICC Customers.", "probability": 0.00015724916263923082 }, { "score": 3.311490297317505, "text": "PHL Variable shall take all commercially reasonable efforts to (1) qualify the offer and sale of the GIE in each jurisdiction within the Territory, and (2) obtain any approvals that are or may be required by any Governmental Entity to permit or facilitate the offer and sale of the GIE in each such jurisdiction; provided however that neither PHL Variable nor any other PHL Party shall be required to seek to qualify the offer and sale of the GIE or obtain any approvals to permit or facilitate the offer or sale of the GIE in the State of New York or the State of Maine. Such actions shall include, as applicable, filing the Registration Statement and using commercially reasonable efforts to maintain the effectiveness of the Registration Statement, filing forms of the Master Group Annuity Contracts, Certificates, and Applications with Governmental Entities,\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 13 -\n\n including State insurance departments, and filing or submitting such notices, requests, and other documents in furtherance of the foregoing. One or more of the PHL Parties will immediately notify ICC if any Governmental Entity withdraws or modifies a previously issued approval of the GIE.", "probability": 0.00012734449560124352 }, { "score": 3.159024715423584, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.00010933651238576061 }, { "score": 3.1574087142944336, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.00010915996714536183 }, { "score": 2.977536678314209, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as any Certificate remains in force and benefit payments thereunder have not commenced, the grant of all Licenses shall continue only as necessary for the Parties to carry out their respective duties and obligations under the Transaction Documents as applicable. For the purposes of clarity, each Party acknowledges that the Licenses shall not extend to sales and distribution of the GIE after the effective date of termination pursuant to Section 15.02.1, and upon such termination, ICC and its Affiliates shall cease using the PHL Licensed Marks and each PHL Party and their Affiliates shall cease using the Investors Capital Licensed Marks in connection with the sales and distribution of the GIE.\n\n\n\n9.02.5.1.3 In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall", "probability": 9.118973709390011e-05 }, { "score": 2.5256247520446777, "text": "(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 5.8034080488722695e-05 }, { "score": 2.4800000190734863, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 5.544578517534876e-05 }, { "score": 2.4768452644348145, "text": "ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts", "probability": 5.5271142948902545e-05 }, { "score": 2.1237411499023438, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.\n\n - 31 -\n\n combined voting power of the Control Group's then outstanding voting securities entitled to vote generally in the election of directors, in each case excluding an acquisition when the transaction is among Parties that are under common control both before and after such transaction;", "probability": 3.8828201697272906e-05 }, { "score": 2.1026782989501953, "text": "ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate\n\n", "probability": 3.8018921861565505e-05 }, { "score": 2.0779170989990234, "text": "PHL Variable shall take all commercially reasonable efforts to (1) qualify the offer and sale of the GIE in each jurisdiction within the Territory, and (2) obtain any approvals that are or may be required by any Governmental Entity to permit or facilitate the offer and sale of the GIE in each such jurisdiction; provided however that neither PHL Variable nor any other PHL Party shall be required to seek to qualify the offer and sale of the GIE or obtain any approvals to permit or facilitate the offer or sale of the GIE in the State of New York or the State of Maine. Such actions shall include, as applicable, filing the Registration Statement and using commercially reasonable efforts to maintain the effectiveness of the Registration Statement, filing forms of the Master Group Annuity Contracts, Certificates, and Applications with Governmental Entities,\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 13 -\n\n including State insurance departments, and filing or submitting such notices, requests, and other documents in furtherance of the foregoing.", "probability": 3.7089087154612e-05 }, { "score": 1.8409448862075806, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall\n\n", "probability": 2.926377979296938e-05 }, { "score": 1.791578769683838, "text": "PHL Variable will offer to issue the GIE to ICC Customers", "probability": 2.785421914559687e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": [ { "text": "", "score": 12.288753509521484, "probability": 0.2619090606966101 }, { "score": 12.285507202148438, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.2610602019554734 }, { "score": 11.923683166503906, "text": "(1) a reorganization, merger or consolidation by reason of which the persons who were the shareholders of such member of the Control Group immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities entitled to vote generally in the election of directors, or\n\n (2) a liquidation or dissolution of such member of the Control Group or the sale, transfer, lease or other disposition of all or substantially all of the assets of such person (whether such assets are held directly or indirectly),", "probability": 0.18180360370628731 }, { "score": 11.059014320373535, "text": "A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections 16.02.1(c) (4) and 16.02.1(e)(4).", "probability": 0.07657404320629355 }, { "score": 10.414031028747559, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.040176203441420026 }, { "score": 10.176477432250977, "text": "(2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.031681131082189125 }, { "score": 9.965166091918945, "text": "(1) a reorganization, merger or consolidation by reason of which the persons who were the shareholders of such member of the Control Group immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities entitled to vote generally in the election of directors, or", "probability": 0.025646572304360328 }, { "score": 9.646703720092773, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction", "probability": 0.0186518914187524 }, { "score": 9.637594223022461, "text": "A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.018482753618294035 }, { "score": 9.602560043334961, "text": "(2) a liquidation or dissolution of such member of the Control Group or the sale, transfer, lease or other disposition of all or substantially all of the assets of such person (whether such assets are held directly or indirectly),", "probability": 0.017846437005114353 }, { "score": 9.258423805236816, "text": "(2) the", "probability": 0.012650131908222648 }, { "score": 9.181804656982422, "text": "(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.01171709040527869 }, { "score": 8.719541549682617, "text": "A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the", "probability": 0.007380086704292198 }, { "score": 8.68755054473877, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.\n\n - 31 -\n\n combined voting power of the Control Group's then outstanding voting securities entitled to vote generally in the election of directors, in each case excluding an acquisition when the transaction is among Parties that are under common control both before and after such transaction;", "probability": 0.007147726843337319 }, { "score": 8.651272773742676, "text": "(1) a reorganization, merger or consolidation by reason of which the persons who were the shareholders of such member of the Control Group immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities entitled to vote generally in the election of directors, or\n\n (2) a liquidation or dissolution of such member of the Control Group or the sale, transfer, lease or other disposition of all or substantially all of the assets of such person (whether such assets are held directly or indirectly),\n\n 16.02 Rights, Remedies, Etc. are Cumulative.", "probability": 0.00689307035892637 }, { "score": 8.28101634979248, "text": "(1) a reorganization, merger or consolidation by reason of which the persons who were the shareholders of such member of the Control Group immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities entitled to vote generally in the election of directors,", "probability": 0.004760059590617752 }, { "score": 8.263751029968262, "text": "(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the", "probability": 0.0046785810400145405 }, { "score": 8.096071243286133, "text": "a reorganization, merger or consolidation by reason of which the persons who were the shareholders of such member of the Control Group immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities entitled to vote generally in the election of directors, or\n\n (2) a liquidation or dissolution of such member of the Control Group or the sale, transfer, lease or other disposition of all or substantially all of the assets of such person (whether such assets are held directly or indirectly),", "probability": 0.003956323087589428 }, { "score": 7.990704536437988, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.\n\n - 31 -\n\n combined voting power of the Control Group's then outstanding voting securities entitled to vote generally in the election of directors, in each case excluding an acquisition when the transaction is among Parties that are under common control both before and after such transaction;", "probability": 0.0035606687339844512 }, { "score": 7.951671600341797, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall", "probability": 0.003424362892941834 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": [ { "score": 13.24422836303711, "text": "No Party shall assign this Agreement or any rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior written consent of the other Parties, which, in view of the unique and specialized nature of each Party's obligations hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as the case may be, for any reason. Any attempted assignment or delegation in violation of this Section shall be void.", "probability": 0.23847111532117007 }, { "score": 12.96232795715332, "text": "Any attempted assignment or delegation in violation of this Section shall be void.", "probability": 0.17989040194147454 }, { "score": 12.656377792358398, "text": "No Party shall assign this Agreement or any rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior written consent of the other Parties, which, in view of the unique and specialized nature of each Party's obligations hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as the case may be, for any reason.", "probability": 0.13247548673682902 }, { "score": 12.26710319519043, "text": "Any attempted assignment or delegation in violation of this Section shall be void.", "probability": 0.08975852647679075 }, { "text": "", "score": 12.199024200439453, "probability": 0.08385121938597506 }, { "score": 12.102679252624512, "text": "No Party shall assign this Agreement or any rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior written consent of the other Parties, which, in view of the unique and specialized nature of each Party's obligations hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as the case may be, for any reason. Any attempted assignment or delegation in violation of this Section shall be void. A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections 16.02.1(c) (4) and 16.02.1(e)(4).", "probability": 0.07614954336604836 }, { "score": 11.927207946777344, "text": "Any of the PHL Parties assigns or transfers this Agreement in a manner that does not comply with the provisions of this Agreement.", "probability": 0.06389414802394199 }, { "score": 11.820778846740723, "text": "Any attempted assignment or delegation in violation of this Section shall be void. A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections 16.02.1(c) (4) and 16.02.1(e)(4).", "probability": 0.05744331738176807 }, { "score": 10.908821105957031, "text": "Any attempted assignment or delegation in violation of this Section shall be void. A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections 16.02.1(c) (4) and 16.02.1(e)(4).", "probability": 0.02307710351504667 }, { "score": 10.388652801513672, "text": "A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections 16.02.1(c) (4) and 16.02.1(e)(4).", "probability": 0.013717503316275975 }, { "score": 10.325017929077148, "text": "ICC assigns or transfers this Agreement in a manner that does not comply with the provisions of this Agreement.", "probability": 0.012871785677571442 }, { "score": 9.688732147216797, "text": "15.02.1.3.4 Any of the PHL Parties assigns or transfers this Agreement in a manner that does not comply with the provisions of this Agreement.", "probability": 0.006812451068848489 }, { "score": 9.592864990234375, "text": "A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections 16.02.1(c) (4) and 16.02.1(e)(4).", "probability": 0.0061896888596105005 }, { "score": 9.38064193725586, "text": "No Party shall assign this Agreement or any rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services", "probability": 0.005006123021151702 }, { "score": 9.056865692138672, "text": "ICC assigns or transfers this Agreement in a manner that does not comply with the provisions of this Agreement.", "probability": 0.0036214899238343474 }, { "score": 8.828325271606445, "text": "15.02.1.5.4 ICC assigns or transfers this Agreement in a manner that does not comply with the provisions of this Agreement.", "probability": 0.0028815982893655 }, { "score": 8.571939468383789, "text": "Any attempted assignment or delegation in violation of this Section shall be void. A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections 16.02.1(c) (4) and 16.02.1(e)(4).\n\n 16.01.2 Change of Control. A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.002229905702216121 }, { "score": 7.417294502258301, "text": "Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.", "probability": 0.0007027980709009248 }, { "score": 7.255982398986816, "text": "A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections 16.02.1(c) (4) and 16.02.1(e)(4).\n\n 16.01.2 Change of Control. A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.0005980997273327693 }, { "score": 6.741903305053711, "text": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.0003576941938475942 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.091917037963867, "probability": 0.9873093437951268 }, { "score": 6.811881065368652, "text": "A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.005027623644338706 }, { "score": 6.2595415115356445, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.0028939081283110976 }, { "score": 5.243049621582031, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.0010471958704430138 }, { "score": 5.0442094802856445, "text": "A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the", "probability": 0.0008583664703043105 }, { "score": 4.885308265686035, "text": "(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.0007322558064410278 }, { "score": 4.546616554260254, "text": "(4) for all Certificate Owners on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in effect, dividends on stock held in an ICC Account otherwise meeting the requirements of Section 1(h)(11) of the IRC will constitute qualified dividend income notwithstanding the existence of a GIE and its conditional guarantee of annual lifetime income payments in the event the value of the assets in the ICC Account decreases to zero; and (5) for each Certificate Owner on the date of Certificate issuance and during the entire period during which the GIE and each Certificate is in effect, the Certificate and assets in the ICC Account subject thereto will not be treated as a straddle under Section 1092 of the IRC.", "probability": 0.000521880275261174 }, { "score": 4.2186994552612305, "text": "(4) for all Certificate Owners on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in effect, dividends on stock held in an ICC Account otherwise meeting the requirements of Section 1(h)(11) of the IRC will constitute qualified dividend income notwithstanding the existence of a GIE and its conditional guarantee of annual lifetime income payments in the event the value of the assets in the ICC Account decreases to zero;", "probability": 0.00037597441837547744 }, { "score": 3.6813347339630127, "text": "(4) for all Certificate Owners on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in effect, dividends on stock held in an ICC Account otherwise meeting the requirements of Section 1(h)(11) of the IRC will constitute qualified dividend income notwithstanding the existence of a GIE and its conditional guarantee of annual lifetime income payments in the event the value of the assets in the ICC Account decreases to zero; and (5) for each Certificate Owners on the date of Certificate issuance and during the entire period during which the GIE and each Certificate is in effect, the Certificate and assets in the ICC Account subject thereto will not be treated as a straddle under Section 1092 of the IRC.", "probability": 0.00021967658214014441 }, { "score": 3.5706686973571777, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.00019666275278410207 }, { "score": 3.3541619777679443, "text": "the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.00015837784898682712 }, { "score": 3.2817721366882324, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.\n\n - 31 -\n\n combined voting power of the Control Group's then outstanding voting securities entitled to vote generally in the election of directors, in each case excluding an acquisition when the transaction is among Parties that are under common control both before and after such transaction;", "probability": 0.0001473180398747753 }, { "score": 3.271211862564087, "text": "(2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.00014577050655991392 }, { "score": 3.1176366806030273, "text": "(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the", "probability": 0.00012501807541668032 }, { "score": 2.340704917907715, "text": "(4) for all Certificate Owners on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in effect, dividends on stock held in an ICC Account otherwise meeting the requirements of Section 1(h)(11) of the IRC will constitute qualified dividend income notwithstanding the existence of a GIE and its conditional guarantee of annual lifetime income payments in the event the value of the assets in the ICC Account decreases to zero;", "probability": 5.748514505097251e-05 }, { "score": 2.2858595848083496, "text": "A \"Change of Control\" means:", "probability": 5.441725191554492e-05 }, { "score": 1.9469530582427979, "text": "(2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 3.877496117689413e-05 }, { "score": 1.8698437213897705, "text": "(4) for all Certificate Owners on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in effect, dividends on stock held in an ICC Account otherwise meeting the requirements of Section 1(h)(11) of the IRC will constitute qualified dividend income notwithstanding the existence of a GIE and its conditional guarantee of annual lifetime income payments in the event the value of the assets in the ICC Account decreases to zero;", "probability": 3.589741800237935e-05 }, { "score": 1.5864901542663574, "text": "the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the", "probability": 2.703985270460491e-05 }, { "score": 1.5855023860931396, "text": "50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 2.701315678555497e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.071025848388672, "probability": 0.7561478782431998 }, { "score": 9.47406005859375, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld. If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.\n\n 8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with", "probability": 0.05633247409561193 }, { "score": 9.416296005249023, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with", "probability": 0.053170680183545545 }, { "score": 8.643978118896484, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld.", "probability": 0.02456172246355763 }, { "score": 8.377471923828125, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld. If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.\n\n 8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n\n\n\n\nSECTION 9 INTELLECTUAL PROPERTY RIGHTS.\n\n\n\n\n\n\n\n\n\n - 16 -\n\n any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.018815538391157238 }, { "score": 8.319707870483398, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n\n\n\n\nSECTION 9 INTELLECTUAL PROPERTY RIGHTS.\n\n\n\n\n\n\n\n\n\n - 16 -\n\n any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.017759471607432457 }, { "score": 8.17629623413086, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld. If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.\n\n 8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n", "probability": 0.015386759223952001 }, { "score": 8.118532180786133, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n", "probability": 0.01452314081517857 }, { "score": 7.8446574211120605, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.011043792836917015 }, { "score": 7.583948612213135, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:\n\n 1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;", "probability": 0.00850930037427784 }, { "score": 7.513444423675537, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.00793001984749095 }, { "score": 6.941200256347656, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:", "probability": 0.004474574982111911 }, { "score": 6.660076141357422, "text": "If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.\n\n 8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with", "probability": 0.0033780116128275814 }, { "score": 6.397625923156738, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.0025982471327667565 }, { "score": 5.563488960266113, "text": "If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.\n\n 8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n\n\n\n\nSECTION 9 INTELLECTUAL PROPERTY RIGHTS.\n\n\n\n\n\n\n\n\n\n - 16 -\n\n any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.0011282864603775736 }, { "score": 5.47707986831665, "text": "Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;", "probability": 0.0010348856971898394 }, { "score": 5.413949489593506, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld. If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.", "probability": 0.0009715724907517914 }, { "score": 5.3623127937316895, "text": "If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.\n\n 8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n", "probability": 0.000922676963175405 }, { "score": 5.223351955413818, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:\n\n 1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;", "probability": 0.0008029707996394689 }, { "score": 4.765506744384766, "text": "1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;", "probability": 0.0005079957788386261 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.186065673828125, "probability": 0.9968098587836353 }, { "score": 5.868817329406738, "text": "5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;", "probability": 0.0017991452553743127 }, { "score": 4.570487976074219, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:\n\n 1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;\n\n 2. Calculating the GIE Fee for each Certificate and send the inception and quarterly fee information to ICC;\n\n 3. Calculating the Retirement Income Base for each Certificate;\n\n 4. Calculating the Retirement Income Amount for each Certificate;\n\n 5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;", "probability": 0.0004911441256476628 }, { "score": 4.138909816741943, "text": "5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;\n\n 6. Providing telephone support to ICC to enable ICC to answer Certificate Owners' questions about their GIE benefit, including Retirement Income Base; Retirement Income Amount, and the GIE Fee on Business Days during the regular business hours of PHL Variable;", "probability": 0.00031898990621126 }, { "score": 3.308419704437256, "text": "Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;", "probability": 0.00013902716532219236 }, { "score": 3.1979222297668457, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:", "probability": 0.00012448333771554403 }, { "score": 2.840580463409424, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:\n\n 1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;\n\n 2. Calculating the GIE Fee for each Certificate and send the inception and quarterly fee information to ICC;\n\n 3. Calculating the Retirement Income Base for each Certificate;\n\n 4. Calculating the Retirement Income Amount for each Certificate;\n\n 5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;\n\n 6. Providing telephone support to ICC to enable ICC to answer Certificate Owners' questions about their GIE benefit, including Retirement Income Base; Retirement Income Amount, and the GIE Fee on Business Days during the regular business hours of PHL Variable;", "probability": 8.708024997345976e-05 }, { "score": 2.315542221069336, "text": "A. PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:\n\n 1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;\n\n 2. Calculating the GIE Fee for each Certificate and send the inception and quarterly fee information to ICC;\n\n 3. Calculating the Retirement Income Base for each Certificate;\n\n 4. Calculating the Retirement Income Amount for each Certificate;\n\n 5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;", "probability": 5.151081907027508e-05 }, { "score": 1.8900675773620605, "text": "5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;\n\n 6. Providing telephone support to ICC to enable ICC to answer Certificate Owners' questions about their GIE benefit, including Retirement Income Base; Retirement Income Amount, and the GIE Fee on Business Days during the regular business hours of PHL Variable;\n\n 7. Drafting and sending the following documents/correspondence to Certificate Owners:", "probability": 3.3660236703698444e-05 }, { "score": 1.578512191772461, "text": "Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;\n\n 6. Providing telephone support to ICC to enable ICC to answer Certificate Owners' questions about their GIE benefit, including Retirement Income Base; Retirement Income Amount, and the GIE Fee on Business Days during the regular business hours of PHL Variable;", "probability": 2.4649628646974812e-05 }, { "score": 1.5226818323135376, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 2.3311142750344952e-05 }, { "score": 1.0495407581329346, "text": "5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;\n\n 6. Providing telephone support to ICC to enable ICC to answer Certificate Owners' questions about their GIE benefit, including Retirement Income Base; Retirement Income Amount, and the GIE Fee on Business Days during the regular business hours of PHL Variable", "probability": 1.4523824960016706e-05 }, { "score": 0.9429764747619629, "text": "A. PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:", "probability": 1.3055716950444301e-05 }, { "score": 0.8567149639129639, "text": "5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;\n\n 6. Providing telephone support to ICC to enable ICC to answer Certificate Owners' questions about their GIE benefit, including Retirement Income Base; Retirement Income Amount, and the GIE Fee on Business Days during the regular business hours of PHL Variable;\n\n 7. Drafting and sending the following documents/correspondence to Certificate Owners:\n\n a. Welcome Letter and Certificate;\n\n b. GIE Retirement Income Base /Retirement Income Amount Adjustment Notice or similar notice, due to a withdrawal, contribution or reaching retirement income date;\n\n c. GIE Fee Deduction Notice or similar notice, sent quarterly to confirm the GIE Fee deduction;", "probability": 1.1976718106883335e-05 }, { "score": 0.8354392051696777, "text": "5", "probability": 1.1724595897905229e-05 }, { "score": 0.7391660213470459, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:\n\n 1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;", "probability": 1.0648464090687775e-05 }, { "score": 0.591738224029541, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:\n\n 1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;\n\n 2. Calculating the GIE Fee for each Certificate and send the inception and quarterly fee information to ICC;\n\n 3. Calculating the Retirement Income Base for each Certificate;\n\n 4. Calculating the Retirement Income Amount for each Certificate;\n\n 5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;\n\n 6. Providing telephone support to ICC to enable ICC to answer Certificate Owners' questions about their GIE benefit, including Retirement Income Base; Retirement Income Amount, and the GIE Fee on Business Days during the regular business hours of PHL Variable;\n\n 7. Drafting and sending the following documents/correspondence to Certificate Owners:", "probability": 9.188823123395808e-06 }, { "score": 0.5856346487998962, "text": "A. PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:\n\n 1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;\n\n 2. Calculating the GIE Fee for each Certificate and send the inception and quarterly fee information to ICC;\n\n 3. Calculating the Retirement Income Base for each Certificate;\n\n 4. Calculating the Retirement Income Amount for each Certificate;\n\n 5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;\n\n 6. Providing telephone support to ICC to enable ICC to answer Certificate Owners' questions about their GIE benefit, including Retirement Income Base; Retirement Income Amount, and the GIE Fee on Business Days during the regular business hours of PHL Variable;", "probability": 9.132909261005759e-06 }, { "score": 0.5076310634613037, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 8.44758588977037e-06 }, { "score": 0.5068168640136719, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:\n\n 1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;\n\n 2. Calculating the GIE Fee for each Certificate and send the inception and quarterly fee information to ICC;\n\n 3. Calculating the Retirement Income Base for each Certificate;\n\n 4. Calculating the Retirement Income Amount for each Certificate;", "probability": 8.440710669285268e-06 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.115957260131836, "probability": 0.9612383840874902 }, { "score": 7.871232986450195, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.01378385752469894 }, { "score": 6.655665397644043, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.004087487892276455 }, { "score": 6.501856803894043, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.003504759775000671 }, { "score": 6.038333892822266, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld. If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.\n\n 8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with", "probability": 0.0022047168087899324 }, { "score": 5.908761978149414, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld. If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.\n\n 8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n\n\n\n\nSECTION 9 INTELLECTUAL PROPERTY RIGHTS.\n\n\n\n\n\n\n\n\n\n - 16 -\n\n any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.0019367806862268446 }, { "score": 5.797023296356201, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with", "probability": 0.001732020199839194 }, { "score": 5.66745138168335, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n\n\n\n\nSECTION 9 INTELLECTUAL PROPERTY RIGHTS.\n\n\n\n\n\n\n\n\n\n - 16 -\n\n any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.0015215302291111323 }, { "score": 5.61762809753418, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:", "probability": 0.0014475801119474088 }, { "score": 5.612198352813721, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n\n\n\n\nSECTION 9 INTELLECTUAL PROPERTY RIGHTS.\n\n\n\n\n\n\n\n\n\n - 16 -\n\n any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.0014397414217788291 }, { "score": 5.611021995544434, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld.", "probability": 0.0014380487672698377 }, { "score": 5.433599472045898, "text": "PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to:\n\n 1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;", "probability": 0.0012042592510339918 }, { "score": 5.349789619445801, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.0011074441534495477 }, { "score": 5.204917907714844, "text": "(2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.0009580867845204889 }, { "score": 5.117375373840332, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.0008777798564846949 }, { "score": 4.422863960266113, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld. If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.\n\n 8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n", "probability": 0.0004382915883429285 }, { "score": 4.375581741333008, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with", "probability": 0.0004180504824967908 }, { "score": 4.181553363800049, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with\n\n", "probability": 0.00034432081317791027 }, { "score": 3.4948012828826904, "text": "(1) a reorganization, merger or consolidation by reason of which the persons who were the shareholders of such member of the Control Group immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities entitled to vote generally in the election of directors, or\n\n (2) a liquidation or dissolution of such member of the Control Group or the sale, transfer, lease or other disposition of all or substantially all of the assets of such person (whether such assets are held directly or indirectly),", "probability": 0.00017326491750800134 }, { "score": 3.306973934173584, "text": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld. If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.", "probability": 0.00014359464855598058 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.218297958374023, "probability": 0.20041532009094887 }, { "score": 11.71088695526123, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor.", "probability": 0.1206604992586853 }, { "score": 11.707781791687012, "text": "Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.", "probability": 0.12028640977663886 }, { "score": 11.572696685791016, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.10508720626024522 }, { "score": 11.463173866271973, "text": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.09418563937818572 }, { "score": 11.289310455322266, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor.", "probability": 0.07915471150199149 }, { "score": 11.111412048339844, "text": "ICC or one of its Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"ICC Licensed Marks\").", "probability": 0.06625466674465394 }, { "score": 10.928030014038086, "text": "ICC or one of its Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"ICC Licensed Marks\").", "probability": 0.05515370200252741 }, { "score": 10.867985725402832, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.05193950006134141 }, { "score": 10.553801536560059, "text": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.037935805112318546 }, { "score": 9.931588172912598, "text": "Each of the PHL Parties or each of their Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"PHL Licensed Marks\").", "probability": 0.02036223639812314 }, { "score": 9.014867782592773, "text": "ICC assigns or transfers this Agreement in a manner that does not comply with the provisions of this Agreement.", "probability": 0.008141395788204879 }, { "score": 8.95189094543457, "text": "Each of the PHL Parties or each of their Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"PHL Licensed Marks\"). Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.007644487508059251 }, { "score": 8.927163124084473, "text": "ICC assigns or transfers this Agreement in a manner that does not comply with the provisions of this Agreement.", "probability": 0.007457774009632746 }, { "score": 8.632157325744629, "text": "Any and all damages and settlements recovered arising from any action or proceeding shall belong solely and exclusively to Licensor.\n\n f) Assignment to LICENSOR: Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.", "probability": 0.005552516126885038 }, { "score": 8.546567916870117, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor", "probability": 0.005097049140345367 }, { "score": 8.437044143676758, "text": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor", "probability": 0.00456828563134021 }, { "score": 8.274972915649414, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor", "probability": 0.0038847816198145455 }, { "score": 8.058964729309082, "text": "Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement", "probability": 0.0031300800671482383 }, { "score": 8.045408248901367, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor", "probability": 0.003087933522909864 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.173639297485352, "probability": 0.9641630192306604 }, { "score": 8.494589805603027, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor.", "probability": 0.02434218602384759 }, { "score": 6.866436958312988, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.00477817200786289 }, { "score": 5.695618152618408, "text": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.0014817728500155546 }, { "score": 5.5899434089660645, "text": "Each of the PHL Parties or each of their Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"PHL Licensed Marks\").", "probability": 0.0013331765777863133 }, { "score": 5.3322906494140625, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor", "probability": 0.001030363589357372 }, { "score": 4.606532096862793, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor", "probability": 0.0004986520040339986 }, { "score": 4.600034713745117, "text": "Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.\n\n d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor.", "probability": 0.0004954225737055653 }, { "score": 4.489372253417969, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.000443522539493051 }, { "score": 3.95737886428833, "text": "Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.", "probability": 0.00026053969592785127 }, { "score": 3.7802486419677734, "text": "A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.00021824646790204202 }, { "score": 3.5783040523529053, "text": "All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.\n\n\n\ne) Infringement Action: Licensor shall have the sole right to determine the appropriate action to be taken against any infringement, imitation, or unauthorized use of the Trademarks including having the sole discretion to settle any claims or any controversy arising out of any such claims. Licensee shall provide Licensor with such reasonable assistance as Licensor may require in obtaining any protection of Licensor's rights to the Trademarks at no expense to Licensor.", "probability": 0.00017833796346553452 }, { "score": 3.531266689300537, "text": "Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor.", "probability": 0.00017014364624967204 }, { "score": 3.478100299835205, "text": "d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor.", "probability": 0.00016133398684481048 }, { "score": 3.435713291168213, "text": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor", "probability": 0.00015463842657140037 }, { "score": 2.97188138961792, "text": "Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.\n\n d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 9.72473525035405e-05 }, { "score": 2.407485246658325, "text": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.\n\n\n\ne) Infringement Action: Licensor shall have the sole right to determine the appropriate action to be taken against any infringement, imitation, or unauthorized use of the Trademarks including having the sole discretion to settle any claims or any controversy arising out of any such claims. Licensee shall provide Licensor with such reasonable assistance as Licensor may require in obtaining any protection of Licensor's rights to the Trademarks at no expense to Licensor.", "probability": 5.530490571612713e-05 }, { "score": 2.3405838012695312, "text": "(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 5.172598001875569e-05 }, { "score": 2.237639904022217, "text": "Each Licensee:", "probability": 4.666601982341472e-05 }, { "score": 2.071636915206909, "text": "c) Goodwill: Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.\n\n d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor.", "probability": 3.9528158213490416e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__License Grant": [ { "score": 12.426825523376465, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "probability": 0.3709095324781459 }, { "text": "", "score": 11.852323532104492, "probability": 0.20881656639470417 }, { "score": 11.539817810058594, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.15277258938307017 }, { "score": 11.357015609741211, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.12724931489268582 }, { "score": 11.056070327758789, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.09417954272621067 }, { "score": 9.253097534179688, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n", "probability": 0.015521562650143721 }, { "score": 8.777762413024902, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents", "probability": 0.009649393607277486 }, { "score": 8.594959259033203, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents", "probability": 0.008037289670997398 }, { "score": 7.712206840515137, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents", "probability": 0.003324567206717535 }, { "score": 7.4969706535339355, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.", "probability": 0.002680767985596198 }, { "score": 7.314167499542236, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.", "probability": 0.002232897705066455 }, { "score": 6.513369560241699, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents. Each of the PHL Parties, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.2, together with the Trademark Consent and Trademark License Terms, constitute a complete grant of the rights within this Section 9.02.2.", "probability": 0.00100250535513931 }, { "score": 6.318816184997559, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a", "probability": 0.0008252646524222557 }, { "score": 6.058992385864258, "text": "\" \u00ae is a registered Trademark of [Licensor] and is used under license to [Licensee].\"", "probability": 0.0006364337492570069 }, { "score": 5.7920331954956055, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-", "probability": 0.0004873200705244703 }, { "score": 5.625112056732178, "text": "Each of the PHL Parties or each of their Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"PHL Licensed Marks\"). Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.00041240257556934135 }, { "score": 5.5706281661987305, "text": "\u00ae is a registered Trademark of [Licensor] and is used under license to [Licensee].\"", "probability": 0.0003905344192607602 }, { "score": 5.364818572998047, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents. Each of the PHL Parties, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.2, together with the Trademark Consent and Trademark License Terms, constitute a complete grant of the rights within this", "probability": 0.0003178903505433772 }, { "score": 5.324166774749756, "text": "Each of the PHL Parties or each of their Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"PHL Licensed Marks\"). Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.00030522668054430984 }, { "score": 5.118142127990723, "text": "Except", "probability": 0.0002483974461235542 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.077159881591797, "probability": 0.6481913510748255 }, { "score": 10.399141311645508, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.12104560527473507 }, { "score": 10.218840599060059, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.1010753890961692 }, { "score": 9.587213516235352, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.053744405736673335 }, { "score": 8.81528091430664, "text": "Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.", "probability": 0.02483631707931398 }, { "score": 8.431609153747559, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "probability": 0.01692234976922735 }, { "score": 7.241578102111816, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n", "probability": 0.005147978782129414 }, { "score": 7.230175971984863, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.005089614230593448 }, { "score": 7.199731826782227, "text": "Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.", "probability": 0.004937000165604696 }, { "score": 7.10047721862793, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents", "probability": 0.004470513525396529 }, { "score": 6.9201765060424805, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents", "probability": 0.003732964059401951 }, { "score": 6.405004978179932, "text": "Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.\n\n2. QUALITY STANDARDS, INSPECTION, AND TESTING: So that the value of the goodwill and reputation associated with the Trademarks will not be diminished, Licensee shall have an obligation to ensure that all materials on which the Trademarks are used shall be of at least the same uniform high quality (i) as may be approved by Licensor hereunder; or (ii) as specified in quality standards provided by Licensor hereunder, as the case may be. To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives. Materials not meeting the quality or other requirements set forth in this Agreement shall not be in any way promoted in connection with the Trademarks, and all references to the Trademarks on labels, product literature, promotional material, etc., shall be removed at Licensee's expense.\n\n\n\n\n\n\" \u00ae is a registered Trademark of [Licensor] and is used under license to [Licensee].\"", "probability": 0.002230065693971187 }, { "score": 6.22811222076416, "text": "ICC assigns or transfers this Agreement in a manner that does not comply with the provisions of this Agreement.", "probability": 0.0018685043290557685 }, { "score": 5.909586429595947, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\" 9.02.5 Terms and Conditions\n\n 9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows:", "probability": 0.0013588143195579063 }, { "score": 5.87518310546875, "text": "f) Assignment to LICENSOR: Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.", "probability": 0.001312861585828655 }, { "score": 5.729285717010498, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\" 9.02.5 Terms and Conditions\n\n 9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows:", "probability": 0.0011346358733721684 }, { "score": 5.624583721160889, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.", "probability": 0.00102184496967635 }, { "score": 5.4442830085754395, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.", "probability": 0.0008532600392354587 }, { "score": 5.096911430358887, "text": "Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement", "probability": 0.0006028646891110051 }, { "score": 4.744149208068848, "text": "Assignment to LICENSOR: Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.", "probability": 0.00042365970612103963 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": [ { "score": 12.209840774536133, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "probability": 0.22028359658915916 }, { "text": "", "score": 12.084931373596191, "probability": 0.19441720489826797 }, { "score": 11.630802154541016, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.12345505610037595 }, { "score": 11.027713775634766, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.06754464540928597 }, { "score": 10.935474395751953, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.061593072994545014 }, { "score": 10.873968124389648, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.05791886439624217 }, { "score": 10.465861320495605, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents. Each of the PHL Parties, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.2, together with the Trademark Consent and Trademark License Terms, constitute a complete grant of the rights within this Section 9.02.2.", "probability": 0.03851070819562718 }, { "score": 10.358936309814453, "text": "With respect to the use of names or logos, none of the PHL Parties or their Affiliates, as applicable, shall use in advertising or publicity the names of any of ICC or its Affiliates, as applicable, or any symbol, abbreviation, contraction or simulation thereof or relating to ICC or an ICC Account, without the prior written consent of ICC, as applicable. With respect to the use of names or logos, ICC or its Affiliates, as applicable, shall not use in advertising or publicity the names of any of the PHL Parties or their Affiliates, or any symbol, abbreviation, contraction or simulation thereof, without the prior written consent of the PHL Parties, as applicable.", "probability": 0.034605454941005934 }, { "score": 10.307132720947266, "text": "With respect to the use of names or logos, ICC or its Affiliates, as applicable, shall not use in advertising or publicity the names of any of the PHL Parties or their Affiliates, or any symbol, abbreviation, contraction or simulation thereof, without the prior written consent of the PHL Parties, as applicable.", "probability": 0.03285841044959323 }, { "score": 10.286826133728027, "text": "ICC or one of its Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"ICC Licensed Marks\").", "probability": 0.032197897352458524 }, { "score": 10.136419296264648, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\"", "probability": 0.027701714687182293 }, { "score": 9.641023635864258, "text": "With respect to the use of names or logos, none of the PHL Parties or their Affiliates, as applicable, shall use in advertising or publicity the names of any of ICC or its Affiliates, as applicable, or any symbol, abbreviation, contraction or simulation thereof or relating to ICC or an ICC Account, without the prior written consent of ICC, as applicable.", "probability": 0.016879479492523317 }, { "score": 9.599408149719238, "text": "Section, intellectual property includes GIE forms, specimen forms, the features of the GIE, materials filed by any of the PHL Parties with State insurance regulators, and any other forms prepared by any of the PHL Parties or any of their Affiliates in connection with the GIE.", "probability": 0.01619144743623833 }, { "score": 9.421459197998047, "text": "In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 0.013552001045746647 }, { "score": 9.408546447753906, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.", "probability": 0.01337813241790301 }, { "score": 9.201454162597656, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n", "probability": 0.010875680825673495 }, { "score": 9.159597396850586, "text": "Each of the PHL Parties or each of their Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"PHL Licensed Marks\"). Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.010429855492464933 }, { "score": 9.13692569732666, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\" 9.02.5 Terms and Conditions\n\n 9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows:\n\n\n\n9.02.5.1.1 In the event of a complete termination of this Agreement under Sections 15.01 and 15.02 as to all Certificates, the grant of all Licenses shall automatically terminate as of the effective date of termination. In the event of such termination, ICC and its Affiliates shall cease using the PHL Licensed Marks and each of the PHL Parties and their Affiliates shall cease using the Investors Capital Licensed Marks.", "probability": 0.010196053303705004 }, { "score": 9.005850791931152, "text": "Each of the PHL Parties or each of their Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"PHL Licensed Marks\"). Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.008943489245958587 }, { "score": 8.951128959655762, "text": "ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate", "probability": 0.008467234726043547 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.196971893310547, "probability": 0.2529434173035315 }, { "score": 11.747573852539062, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "probability": 0.16138095916509604 }, { "score": 11.454202651977539, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\"", "probability": 0.1203490866830925 }, { "score": 11.359420776367188, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.10946607673483755 }, { "score": 11.051713943481445, "text": "Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\"", "probability": 0.08047188484722892 }, { "score": 10.36471176147461, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.0404839534649071 }, { "score": 10.15677261352539, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.032883352836691075 }, { "score": 9.920493125915527, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.025963379107623856 }, { "score": 9.918464660644531, "text": "In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 0.025910766674073712 }, { "score": 9.878534317016602, "text": "With respect to the use of names or logos, ICC or its Affiliates, as applicable, shall not use in advertising or publicity the names of any of the PHL Parties or their Affiliates, or any symbol, abbreviation, contraction or simulation thereof, without the prior written consent of the PHL Parties, as applicable.", "probability": 0.024896525122009454 }, { "score": 9.818153381347656, "text": "With respect to the use of names or logos, none of the PHL Parties or their Affiliates, as applicable, shall use in advertising or publicity the names of any of ICC or its Affiliates, as applicable, or any symbol, abbreviation, contraction or simulation thereof or relating to ICC or an ICC Account, without the prior written consent of ICC, as applicable. With respect to the use of names or logos, ICC or its Affiliates, as applicable, shall not use in advertising or publicity the names of any of the PHL Parties or their Affiliates, or any symbol, abbreviation, contraction or simulation thereof, without the prior written consent of the PHL Parties, as applicable.", "probability": 0.023437734399601666 }, { "score": 9.651921272277832, "text": "ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate", "probability": 0.019848237170547144 }, { "score": 9.6234712600708, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents. Each of the PHL Parties, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.2, together with the Trademark Consent and Trademark License Terms, constitute a complete grant of the rights within this Section 9.02.2.", "probability": 0.019291511556794934 }, { "score": 9.278496742248535, "text": "ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate", "probability": 0.013662989291967041 }, { "score": 9.191335678100586, "text": "With respect to the use of names or logos, none of the PHL Parties or their Affiliates, as applicable, shall use in advertising or publicity the names of any of ICC or its Affiliates, as applicable, or any symbol, abbreviation, contraction or simulation thereof or relating to ICC or an ICC Account, without the prior written consent of ICC, as applicable.", "probability": 0.012522532248404095 }, { "score": 9.007171630859375, "text": "ICC may subcontract with one or more of their Affiliates for the performance of some or all of the Investors Capital; provided, however, that no subcontract shall relieve e ICC from any of its duties, obligations or liabilities under this Agreement and ICC shall remain responsible for all such duties, obligations and liabilities, whether or not performed in whole or in part by a subcontractor.", "probability": 0.010416234037397946 }, { "score": 8.854201316833496, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.", "probability": 0.008938745368259721 }, { "score": 8.687543869018555, "text": "ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\"", "probability": 0.007566554352303591 }, { "score": 8.401944160461426, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n", "probability": 0.005686745316361793 }, { "score": 8.019464492797852, "text": "Each of the PHL Parties or each of their Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"PHL Licensed Marks\"). Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.003879314319270297 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.808063507080078, "probability": 0.3134462881595422 }, { "score": 11.771289825439453, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.30212907723323035 }, { "score": 11.386785507202148, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.20568585228070196 }, { "score": 10.135181427001953, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "probability": 0.05883553068030976 }, { "score": 10.050827026367188, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.05407605789080581 }, { "score": 9.02658748626709, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents", "probability": 0.019417058715823755 }, { "score": 8.73767375946045, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.014544868749318632 }, { "score": 8.642083168029785, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents", "probability": 0.013218900700727964 }, { "score": 8.06065845489502, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n", "probability": 0.00739070377297083 }, { "score": 7.248565673828125, "text": "\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.003280940708038823 }, { "score": 6.799818515777588, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents", "probability": 0.0020946427723788877 }, { "score": 6.797585964202881, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n", "probability": 0.002089971590626262 }, { "score": 6.28469181060791, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.", "probability": 0.0012513917341616977 }, { "score": 5.900187015533447, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.", "probability": 0.0008519320781712986 }, { "score": 5.085671424865723, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\" 9.02.5 Terms and Conditions\n\n 9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows:", "probability": 0.0003772813563913896 }, { "score": 4.86346435546875, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents. Each of the PHL Parties, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.2, together with the Trademark Consent and Trademark License Terms, constitute a complete grant of the rights within this", "probability": 0.0003021078712388683 }, { "score": 4.800534248352051, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable", "probability": 0.0002836820407127391 }, { "score": 4.701166152954102, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\" 9.02.5 Terms and Conditions\n\n 9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows:", "probability": 0.0002568483776641432 }, { "score": 4.697879791259766, "text": "\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.0002560056664798652 }, { "score": 4.503863334655762, "text": "\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents", "probability": 0.00021085762070476849 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.092100143432617, "probability": 0.9605695710304936 }, { "score": 8.527507781982422, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.027192305581059673 }, { "score": 6.999117851257324, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "probability": 0.005897591926281083 }, { "score": 5.499107360839844, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\" 9.02.5 Terms and Conditions\n\n 9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows:", "probability": 0.0013159168264118982 }, { "score": 5.348443984985352, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.0011318690051317407 }, { "score": 5.121821403503418, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents", "probability": 0.0009023504325231176 }, { "score": 5.054442405700684, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive", "probability": 0.0008435540287049933 }, { "score": 5.01727819442749, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "probability": 0.0008127794078401283 }, { "score": 3.970717191696167, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n 9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is sometimes referred to as a \"Licensee.\" 9.02.5 Terms and Conditions\n\n 9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows:", "probability": 0.00028540200747837114 }, { "score": 3.593430757522583, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents", "probability": 0.00019570575960502814 }, { "score": 3.3294410705566406, "text": "limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3.", "probability": 0.00015029839495955117 }, { "score": 3.0908873081207275, "text": "continue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force. In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 0.00011840001573586487 }, { "score": 2.836986541748047, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 9.185103582771437e-05 }, { "score": 2.8268353939056396, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall", "probability": 9.092335884274912e-05 }, { "score": 2.8032474517822266, "text": "In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 8.880376067238695e-05 }, { "score": 2.7766475677490234, "text": "continue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force.", "probability": 8.647273093953891e-05 }, { "score": 2.5717077255249023, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;\n\n (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies;", "probability": 7.044901613131153e-05 }, { "score": 2.547605514526367, "text": "Licensee shall not, during the term of this Agreement, or thereafter", "probability": 6.877133816911666e-05 }, { "score": 2.1365559101104736, "text": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n", "probability": 4.5592236842447774e-05 }, { "score": 2.0399086475372314, "text": "Subject to the restrictions set forth in this Section, each License shall terminate as follows:", "probability": 4.139210634971944e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.272607803344727, "probability": 0.999544430169605 }, { "score": 4.15129280090332, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.00029700229970553756 }, { "score": 2.999575138092041, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 9.388045514025325e-05 }, { "score": 1.523298740386963, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 2.145045422997991e-05 }, { "score": 0.9504481554031372, "text": "Licensee shall not, during the term of this Agreement, or thereafter", "probability": 1.2096246965968291e-05 }, { "score": -0.11683666706085205, "text": "Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 4.1603966318580005e-06 }, { "score": -0.13187742233276367, "text": "ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate", "probability": 4.0982893652265725e-06 }, { "score": -0.3618442416191101, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 3.256336659236292e-06 }, { "score": -0.37224602699279785, "text": "The receiving Party shall:", "probability": 3.2226404981387427e-06 }, { "score": -0.45256417989730835, "text": "By any of the PHL Parties, immediately, if:", "probability": 2.9739258086973703e-06 }, { "score": -0.7343130111694336, "text": "ICCS shall, or shall cause one or more of its Affiliates, to:", "probability": 2.243717458146533e-06 }, { "score": -1.011225700378418, "text": "Licensee shall not", "probability": 1.7010086193180612e-06 }, { "score": -1.0657761096954346, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;", "probability": 1.6107033891994604e-06 }, { "score": -1.0966800451278687, "text": "during the term of this Agreement, or thereafter:", "probability": 1.5616876069385686e-06 }, { "score": -1.2958550453186035, "text": "A. ICCS shall, or shall cause one or more of its Affiliates, to:", "probability": 1.279656951879269e-06 }, { "score": -1.3978713750839233, "text": "Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection with its use of the Trademarks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 1.1555491735446072e-06 }, { "score": -1.4589751958847046, "text": ":", "probability": 1.0870546524314667e-06 }, { "score": -1.5028724670410156, "text": "By any of the ICC, immediately, if:", "probability": 1.0403681219585325e-06 }, { "score": -1.6504459381103516, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;", "probability": 8.976286223074639e-07 }, { "score": -1.7033076286315918, "text": "The receiving Party shall:", "probability": 8.514107940683977e-07 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.36380386352539, "probability": 0.18716812444641193 }, { "score": 12.031352996826172, "text": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force.", "probability": 0.13423022294992365 }, { "score": 11.814074516296387, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any", "probability": 0.10801584474043792 }, { "score": 11.546783447265625, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall\n\n\n\n\n\n\n\n\n\n\n\n - 18 -\n\n\n\ncontinue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force.", "probability": 0.08268075429957604 }, { "score": 11.545249938964844, "text": "continue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force.", "probability": 0.08255405984487016 }, { "score": 11.406194686889648, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.07183688749326275 }, { "score": 11.265389442443848, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any\n\n\n\n\n\nSECTION 8 OBLIGATIONS OF ICC\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 14 -\n\n\n\nproducts or services to an ICC Client or Certificate Owner other than the GIE, if such ICC Client or Certificate Owner is identified from information any of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, obtain pursuant to any of the Transaction Documents or any transaction contemplated thereunder.", "probability": 0.0624017208718947 }, { "score": 11.071625709533691, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any\n\n", "probability": 0.05140981564884035 }, { "score": 11.043274879455566, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall", "probability": 0.04997277164921962 }, { "score": 10.742247581481934, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as any Certificate remains in force and benefit payments thereunder have not commenced, the grant of all Licenses shall continue only as necessary for the Parties to carry out their respective duties and obligations under the Transaction Documents as applicable.", "probability": 0.03698272797282169 }, { "score": 10.417245864868164, "text": "In the event of such termination, (1) the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC and its Affiliates shall cease using all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.", "probability": 0.026720986703014413 }, { "score": 10.246784210205078, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall\n\n", "probability": 0.022533151410091764 }, { "score": 10.15977668762207, "text": "necessary or desirable to carry out their respective obligations under this Agreement or the Master Group Annuity Contracts during the terms of such agreements, as applicable. ICC shall promptly notify each of the PHL Parties in writing upon the lapse, termination, non-renewal, suspension, revocation or cancellation (without replacement) of any such registration, license, membership, approval, order or consent. 8.06 Books and Records. ICC shall maintain its Books and Records as required by applicable Law.\n\n 8.07 Proprietary Interests of the PHL Parties.\n\n 8.07.1 Interference with Contracts. During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.020655468407004888 }, { "score": 9.982614517211914, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as any Certificate remains in force and benefit payments thereunder have not commenced, the grant of all Licenses shall continue only as necessary for the Parties to carry out their respective duties and obligations under the Transaction Documents as applicable", "probability": 0.01730192778299091 }, { "score": 9.712430953979492, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as any Certificate remains in force and benefit payments thereunder have not commenced, the grant of all Licenses shall continue only as necessary for the Parties to carry out their respective duties and obligations under the Transaction Documents as applicable. For the purposes of clarity, each Party acknowledges that the Licenses shall not extend to sales and distribution of the GIE after the effective date of termination pursuant to Section 15.02.1, and upon such termination, ICC and its Affiliates shall cease using the PHL Licensed Marks and each PHL Party and their Affiliates shall cease using the Investors Capital Licensed Marks in connection with the sales and distribution of the GIE.", "probability": 0.013205512612954802 }, { "score": 9.619861602783203, "text": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force", "probability": 0.012037960278085841 }, { "score": 9.16669750213623, "text": "necessary or desirable to carry out their respective obligations under this Agreement or the Master Group Annuity Contracts during the terms of such agreements, as applicable.", "probability": 0.007651493922521388 }, { "score": 9.076419830322266, "text": "products or services to an ICC Client or Certificate Owner other than the GIE, if such ICC Client or Certificate Owner is identified from information any of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, obtain pursuant to any of the Transaction Documents or any transaction contemplated thereunder.", "probability": 0.006990997437232134 }, { "score": 8.327119827270508, "text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any\n\n\n\n\n\nSECTION 8 OBLIGATIONS OF ICC\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n - 14 -\n\n\n\nproducts or services to an ICC Client or Certificate Owner other than the GIE, if such ICC Client or Certificate Owner is identified from information any of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, obtain pursuant to any of the Transaction Documents or any transaction contemplated thereunder. PHLVIC and PLIC may communicate with Certificate Owners as is necessary to administer the Certificates or as required by applicable Law.", "probability": 0.003304625778169035 }, { "score": 7.984058856964111, "text": "In the event of termination under Section 15.02.1 as to new business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall\n\n\n\n\n\n\n\n\n\n\n\n - 18 -\n\n\n\ncontinue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate in force", "probability": 0.0023449457506761213 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": [ { "score": 12.71947956085205, "text": "To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "probability": 0.37246340762023533 }, { "score": 12.715543746948242, "text": "To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "probability": 0.37100034202746507 }, { "text": "", "score": 12.25986099243164, "probability": 0.2352197609164994 }, { "score": 9.311359405517578, "text": "To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives", "probability": 0.012329794410147416 }, { "score": 8.437060356140137, "text": "To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives", "probability": 0.005143427025140807 }, { "score": 7.369128227233887, "text": "All books and records maintained or required by applicable Law to be maintained by each of the Parties hereto in connection with the Transaction Documents and the GIE, including to the extent any of the following exist: (i) hard copy and microfiche records; (ii) all paper files; (iii) all electronic images; (iv) all computer data files; and (v) any and all records in other forms.", "probability": 0.0017678912723760958 }, { "score": 6.415884494781494, "text": "Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "probability": 0.0006815018810739387 }, { "score": 5.400730133056641, "text": "To", "probability": 0.0002469398166384411 }, { "score": 5.35921573638916, "text": "Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "probability": 0.000236898138393158 }, { "score": 5.130927085876465, "text": "Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "probability": 0.00018854592335171183 }, { "score": 5.0431928634643555, "text": "To", "probability": 0.00017270887612033434 }, { "score": 4.866333961486816, "text": "Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "probability": 0.0001447124222174557 }, { "score": 4.173189640045166, "text": "To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials", "probability": 7.235641798399051e-05 }, { "score": 4.14016580581665, "text": "monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "probability": 7.000595587541802e-05 }, { "score": 4.138876914978027, "text": "monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "probability": 6.991578396359976e-05 }, { "score": 4.124821186065674, "text": "To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such", "probability": 6.893994081674329e-05 }, { "score": 3.4452860355377197, "text": "ICC shall maintain its Books and Records as required by applicable Law.", "probability": 3.4942384644816166e-05 }, { "score": 3.2930068969726562, "text": "Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.\n\n2. QUALITY STANDARDS, INSPECTION, AND TESTING: So that the value of the goodwill and reputation associated with the Trademarks will not be diminished, Licensee shall have an obligation to ensure that all materials on which the Trademarks are used shall be of at least the same uniform high quality (i) as may be approved by Licensor hereunder; or (ii) as specified in quality standards provided by Licensor hereunder, as the case may be. To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "probability": 3.0006721708659923e-05 }, { "score": 3.260727643966675, "text": "All books and records maintained or required by applicable Law to be maintained by each of the Parties hereto in connection with the Transaction Documents and the GIE, including to the extent any of the following exist: (i) hard copy and microfiche records; (ii) all paper files; (iii) all electronic images; (iv) all computer data files; and (v) any and all records in other forms", "probability": 2.9053593045325807e-05 }, { "score": 3.2536563873291016, "text": "Books and Records. All books and records maintained or required by applicable Law to be maintained by each of the Parties hereto in connection with the Transaction Documents and the GIE, including to the extent any of the following exist: (i) hard copy and microfiche records; (ii) all paper files; (iii) all electronic images; (iv) all computer data files; and (v) any and all records in other forms.", "probability": 2.8848872302163602e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": [ { "score": 13.40699577331543, "text": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "probability": 0.5526654977351138 }, { "text": "", "score": 12.401101112365723, "probability": 0.20211933110038713 }, { "score": 11.444631576538086, "text": "Indemnification pursuant to this Section 12.01 shall be in addition to any liability that any of the PHL Parties may otherwise have.", "probability": 0.07766375967907825 }, { "score": 10.829863548278809, "text": "Indemnification pursuant to this Section 12.01 shall be in addition to any liability that any of the PHL Parties may otherwise have.", "probability": 0.04199794577268611 }, { "score": 10.755566596984863, "text": "Indemnification pursuant to this Section 12.02 shall be in addition to any liability that the ICC may otherwise have.", "probability": 0.03899072337354475 }, { "score": 10.316947937011719, "text": "Indemnification pursuant to this Section 12.01 shall be in addition to any liability that any of the PHL Parties may otherwise have. Notwithstanding anything to the contrary set forth in this Section, no Investor Capital Indemnitee shall be entitled to indemnification pursuant to this Section to the extent that (a) Losses are attributable to acts, omissions or conduct of any Investor Capital Indemnitee that constitute willful misconduct, gross negligence, bad faith, or recklessness (other than any of the PHL Parties, any of their Affiliates, or any their respective officers, directors, employees, agents, representatives, successors or permitted assigns acting as an agent or representative of any of the Investors Capital Indemnitees), unless such acts, omissions or conduct were committed at the written direction of any of the PHL Parties Authorized Persons, or (b) such Loss is also a Loss for which the PHL Indemnitees are indemnified pursuant to Section 12.02 of this Agreement.", "probability": 0.02514615735095884 }, { "score": 9.802457809448242, "text": "Notwithstanding anything to the contrary set forth in this Section, no Investor Capital Indemnitee shall be entitled to indemnification pursuant to this Section to the extent that (a) Losses are attributable to acts, omissions or conduct of any Investor Capital Indemnitee that constitute willful misconduct, gross negligence, bad faith, or recklessness (other than any of the PHL Parties, any of their Affiliates, or any their respective officers, directors, employees, agents, representatives, successors or permitted assigns acting as an agent or representative of any of the Investors Capital Indemnitees), unless such acts, omissions or conduct were committed at the written direction of any of the PHL Parties Authorized Persons, or (b) such Loss is also a Loss for which the PHL Indemnitees are indemnified pursuant to Section 12.02 of this Agreement.", "probability": 0.01503250667670039 }, { "score": 9.791243553161621, "text": "directors, employees, agents, representatives, successors or permitted assigns relating to or arising from any of the Transaction Documents to which they are a party; provided, however, that none of the PHL Parties shall owe indemnification for Losses related to a material violation of Law arising out of or based upon reliance by any of the PHL Parties or any of its Affiliates upon information about ICC or any Affiliate thereof provided by ICC in writing to a PHL Party;", "probability": 0.014864870011284238 }, { "score": 9.272055625915527, "text": "NO CONSEQUENTIAL DAMAGES, ETC.: IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "probability": 0.008844650248532279 }, { "score": 8.948392868041992, "text": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS", "probability": 0.0063990531024430775 }, { "score": 8.63231372833252, "text": "The non-breaching Party or Parties may seek indemnification for any damages resulting from a breach under this Section pursuant to Section 12 (Indemnification).", "probability": 0.004664920941363761 }, { "score": 8.243274688720703, "text": "(collectively, the \"PHL Indemnitees\"), from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:", "probability": 0.003161453364546725 }, { "score": 7.8307366371154785, "text": "from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:", "probability": 0.0020927809837943483 }, { "score": 7.398350715637207, "text": "(collectively, the \"PHL Indemnitees\"), from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:\n\n 12.02.1.1 a material breach by ICC, any of their Affiliates, or any their respective or any of their officers, directors, employees, agents, representatives, successors or permitted assigns, of any provision of the Transaction Documents to which they are a party;\n\n\n\n12.02.1.2 a material violation of applicable Law by ICC , any of its Affiliates, or any their respective or any of its officers, directors, employees, agents, representatives, successors or permitted assigns, relating to or arising from the Transaction Documents to which they are a party or ICC; provided, however, that ICC shall not owe indemnification for Losses related to a material violation of Law arising out of or based upon reliance by ICC or any of its Affiliates upon information about any of the PHL Parties or any Affiliate thereof provided by any of the PHL Parties in writing to ICC;", "probability": 0.001358128805801509 }, { "score": 7.243670463562012, "text": "12.01.1.5 any claim for infringement of intellectual property rights by an unaffiliated third party in connection with any product that is similar to or resembles all or any part of the GIE.\n\n\n\n12.01.2 Limitation. Indemnification pursuant to this Section 12.01 shall be in addition to any liability that any of the PHL Parties may otherwise have.", "probability": 0.0011634940876154014 }, { "score": 6.985813140869141, "text": "from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:\n\n 12.02.1.1 a material breach by ICC, any of their Affiliates, or any their respective or any of their officers, directors, employees, agents, representatives, successors or permitted assigns, of any provision of the Transaction Documents to which they are a party;\n\n\n\n12.02.1.2 a material violation of applicable Law by ICC , any of its Affiliates, or any their respective or any of its officers, directors, employees, agents, representatives, successors or permitted assigns, relating to or arising from the Transaction Documents to which they are a party or ICC; provided, however, that ICC shall not owe indemnification for Losses related to a material violation of Law arising out of or based upon reliance by ICC or any of its Affiliates upon information about any of the PHL Parties or any Affiliate thereof provided by any of the PHL Parties in writing to ICC;", "probability": 0.0008990382478821314 }, { "score": 6.971497535705566, "text": "provided, however, that none of the PHL Parties shall owe indemnification for Losses related to a material violation of Law arising out of or based upon reliance by any of the PHL Parties or any of its Affiliates upon information about ICC or any Affiliate thereof provided by ICC in writing to a PHL Party;", "probability": 0.0008862596561678938 }, { "score": 6.792165756225586, "text": "\"), from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:", "probability": 0.0007407611168063197 }, { "score": 6.6725544929504395, "text": "4. NO CONSEQUENTIAL DAMAGES, ETC.: IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "probability": 0.0006572516214093988 }, { "score": 6.663636207580566, "text": "any claim for infringement of intellectual property rights by an unaffiliated third party in connection with any product that is similar to or resembles all or any part of the GIE.\n\n\n\n12.01.2 Limitation. Indemnification pursuant to this Section 12.01 shall be in addition to any liability that any of the PHL Parties may otherwise have.", "probability": 0.0006514161238834994 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": [ { "score": 13.532764434814453, "text": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "probability": 0.6086268352873837 }, { "text": "", "score": 12.220165252685547, "probability": 0.1637934442680419 }, { "score": 11.591081619262695, "text": "Indemnification pursuant to this Section 12.01 shall be in addition to any liability that any of the PHL Parties may otherwise have.", "probability": 0.08731502139390201 }, { "score": 11.50696849822998, "text": "Indemnification pursuant to this Section 12.02 shall be in addition to any liability that the ICC may otherwise have.", "probability": 0.08027107893521322 }, { "score": 10.347710609436035, "text": "Indemnification pursuant to this Section 12.02 shall be in addition to any liability that the ICC may otherwise have.", "probability": 0.02518255529454007 }, { "score": 9.638456344604492, "text": "NO CONSEQUENTIAL DAMAGES, ETC.: IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "probability": 0.01239009347190402 }, { "score": 9.44123649597168, "text": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS", "probability": 0.010172392072655011 }, { "score": 8.943937301635742, "text": "Indemnification pursuant to this Section 12.02 shall be in addition to any liability that the ICC may otherwise have. Notwithstanding anything to the contrary set forth in this Section, no PHL Indemnitee shall be entitled to indemnification pursuant to this Section to the extent that (a) Losses are attributable to acts, omissions or conduct of any PHL Indemnitee that constitute willful misconduct, gross negligence, bad faith, or recklessness (other than any of ICC, any of their Affiliates, or any their respective officers, directors, employees, agents, representatives, successors or permitted assigns acting as an agent or representative of any of the PHL Indemnitees), unless such acts, omissions or conduct were committed at the written direction of ICC Authorized Persons, or (b) such Loss is also a Loss for which the Investor Capital Indemnitees are indemnified pursuant to Section 12.01 of this Agreement.", "probability": 0.006186553811108314 }, { "score": 7.40492057800293, "text": "Notwithstanding anything to the contrary set forth in this Section, no PHL Indemnitee shall be entitled to indemnification pursuant to this Section to the extent that (a) Losses are attributable to acts, omissions or conduct of any PHL Indemnitee that constitute willful misconduct, gross negligence, bad faith, or recklessness (other than any of ICC, any of their Affiliates, or any their respective officers, directors, employees, agents, representatives, successors or permitted assigns acting as an agent or representative of any of the PHL Indemnitees), unless such acts, omissions or conduct were committed at the written direction of ICC Authorized Persons, or (b) such Loss is also a Loss for which the Investor Capital Indemnitees are indemnified pursuant to Section 12.01 of this Agreement.", "probability": 0.0013275849614148706 }, { "score": 7.208266258239746, "text": "The non-breaching Party or Parties may seek indemnification for any damages resulting from a breach under this Section pursuant to Section 12 (Indemnification).", "probability": 0.0010905772610948572 }, { "score": 7.180762767791748, "text": "Any and all damages and settlements recovered arising from any action or proceeding shall belong solely and exclusively to Licensor.", "probability": 0.0010609913033462408 }, { "score": 6.476802825927734, "text": "4. NO CONSEQUENTIAL DAMAGES, ETC.: IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "probability": 0.0005247904290099388 }, { "score": 6.194669723510742, "text": "Indemnification pursuant to this Section 12.02 shall be in addition to any liability that the ICC may otherwise have. Notwithstanding anything to the contrary set forth in this Section, no PHL Indemnitee shall be entitled to indemnification pursuant to this Section to the extent that (a) Losses are attributable to acts, omissions or conduct of any PHL Indemnitee that constitute willful misconduct, gross negligence, bad faith, or recklessness (other than any of ICC, any of their Affiliates, or any their respective officers, directors, employees, agents, representatives, successors or permitted assigns acting as an agent or representative of any of the PHL Indemnitees), unless such acts, omissions or conduct were committed at the written direction of ICC Authorized Persons, or (b) such Loss is also a Loss for which the Investor Capital Indemnitees are indemnified pursuant to Section 12.01 of this Agreement", "probability": 0.0003957829273267447 }, { "score": 5.964502811431885, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names;", "probability": 0.0003144103517928781 }, { "score": 5.961249351501465, "text": "Indemnification pursuant to this Section 12.01 shall be in addition to any liability that any of the PHL Parties may otherwise have", "probability": 0.00031338909252549894 }, { "score": 5.8757123947143555, "text": "\"), from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:", "probability": 0.00028769720883095476 }, { "score": 5.5469279289245605, "text": "NO CONSEQUENTIAL DAMAGES, ETC.: IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS", "probability": 0.00020708391613143552 }, { "score": 5.515322685241699, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and", "probability": 0.00020064132461523505 }, { "score": 5.351828098297119, "text": "(collectively, the \"PHL Indemnitees\"), from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:", "probability": 0.00017037881344602286 }, { "score": 5.341913223266602, "text": "Notwithstanding anything to the contrary set forth in this Section, no Investor Capital Indemnitee shall be entitled to indemnification pursuant to this Section to the extent that (a) Losses are attributable to acts, omissions or conduct of any Investor Capital Indemnitee that constitute willful misconduct, gross negligence, bad faith, or recklessness (other than any of the PHL Parties, any of their Affiliates, or any their respective officers, directors, employees, agents, representatives, successors or permitted assigns acting as an agent or representative of any of the Investors Capital Indemnitees), unless such acts, omissions or conduct were committed at the written direction of any of the PHL Parties Authorized Persons, or (b) such Loss is also a Loss for which the PHL Indemnitees are indemnified pursuant to Section 12.02 of this Agreement.", "probability": 0.0001686978757169406 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.140386581420898, "probability": 0.8543688258244481 }, { "score": 10.224943161010742, "text": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "probability": 0.12582846122144836 }, { "score": 7.105035781860352, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names;", "probability": 0.005556743200588725 }, { "score": 6.319437503814697, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and", "probability": 0.002533024145395135 }, { "score": 6.096976280212402, "text": "Debit the GIE Fee at inception and quarterly, in advance, and remit the fee to PHL Variable.", "probability": 0.00202780247020004 }, { "score": 5.843416690826416, "text": "Debit the GIE Fee at inception and quarterly, in advance, and remit the fee to PHL Variable.", "probability": 0.0015736426486382394 }, { "score": 5.788915634155273, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.0014901727214062014 }, { "score": 5.3233842849731445, "text": "(collectively, the \"PHL Indemnitees\"), from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:", "probability": 0.000935532572555172 }, { "score": 5.217334270477295, "text": "\"), from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:", "probability": 0.0008413989716362485 }, { "score": 5.1964826583862305, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names;", "probability": 0.0008240360977171181 }, { "score": 5.025136470794678, "text": "9. Debit the GIE Fee at inception and quarterly, in advance, and remit the fee to PHL Variable.", "probability": 0.0006942750094741599 }, { "score": 4.838867664337158, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.0005762832785335052 }, { "score": 4.818906784057617, "text": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.\n\n5. SUPPLEMENTAL PROVISIONS: If any supplemental provisions are made a part of the Agreement or this Exhibit, they are set forth in Annex A to this Exhibit.\n\n6. SURVIVAL: Notwithstanding termination of the Agreement, Sections 1(a)-1(f) and 4-6 of this Exhibit shall survive termination of the Agreement.", "probability": 0.0005648942031384869 }, { "score": 4.8070292472839355, "text": "NO CONSEQUENTIAL DAMAGES, ETC.: IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "probability": 0.0005582243406488435 }, { "score": 4.410883903503418, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and", "probability": 0.0003756341190411586 }, { "score": 4.336606979370117, "text": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS", "probability": 0.0003487441845401822 }, { "score": 4.077894687652588, "text": "9. Debit the GIE Fee at inception and quarterly, in advance, and remit the fee to PHL Variable.", "probability": 0.0002692462440126387 }, { "score": 3.940627098083496, "text": "(collectively, the \"PHL Indemnitees\"), from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:", "probability": 0.0002347118934185755 }, { "score": 3.8803622722625732, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.0002209848065993851 }, { "score": 3.66046142578125, "text": "from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:", "probability": 0.00017736204655927377 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.966201782226562, "probability": 0.9939647995747163 }, { "score": 6.33397102355957, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.0035589694921399437 }, { "score": 5.086613655090332, "text": "any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 0.00102235998542675 }, { "score": 4.600022315979004, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.0006284632827394071 }, { "score": 4.1425981521606445, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.0003977618431130139 }, { "score": 2.929654598236084, "text": "During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:", "probability": 0.0001182628734839622 }, { "score": 2.282526731491089, "text": "PHL Variable shall notify ICAS of any discrepancies identified;\n\n 8. Work with PHL Variable on manual corrections; and\n\n 9. Debit the GIE Fee at inception and quarterly, in advance, and remit the fee to PHL Variable.\n\n 10. Notify PHL Variable if a Certificate Owner has terminated the GIE;\n\n 11. Notify PHL Variable of the divorce of Certificate Owners promptly after such notification is received by ICC or ICAS;\n\n 12. Send PHL Variable a copy of Certificate Owners' divorce decrees promptly after such decrees are received by ICC or ICAS; 13. Notify PHL Variable of the death of a Certificate Owner promptly after such notification is received by ICC or ICAS;\n\n 14. Send PHL Variable a copy of the deceased Certificate Owner's death certificate promptly after the death certificate is received by ICC or ICAS;\n\n 15. Verify that each Application is completed;\n\n 16. Send the completed Application to PHL Variable; and\n\n 17. Notify PHL Variable if ICC becomes aware of an erroneous termination of a GIE.", "probability": 6.191621012232395e-05 }, { "score": 2.1781182289123535, "text": "\n\n any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at least 30 days from the Fee Increase Notice Date.", "probability": 5.5777664908169625e-05 }, { "score": 1.3490769863128662, "text": "17. Notify PHL Variable if ICC becomes aware of an erroneous termination of a GIE.", "probability": 2.4345140874225372e-05 }, { "score": 1.228136420249939, "text": "17. Notify PHL Variable if ICC becomes aware of an erroneous termination of a GIE.", "probability": 2.1571903630699727e-05 }, { "score": 1.2184550762176514, "text": "Licensee shall not, during the term of this Agreement, or thereafter", "probability": 2.136406630589451e-05 }, { "score": 1.0595965385437012, "text": "ICC shall notify PHL Variable of any discrepancies identified;\n\n 11. Notifying ICAS, thirty [30] calendar days in advance of the anniversary date for each Certificate, of fee information relating to the Annual Optional Increase; Correcting Certificate Owner file data upon notification of an incorrect Certificate termination by ICC using current account values; and\n\n 12. Working with ICC on manual corrections.\n\nB. All information provided shall be in form and content mutually acceptable to the Parties\n\nst\n\n\n\n\n\nEXHIBIT B TO THE STRATEGIC ALLIANCE AGREEMENT\n\nINVESTORS CAPITAL SERVICES\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n- 36 -\n\nA. ICCS shall, or shall cause one or more of its Affiliates, to:", "probability": 1.822604888861609e-05 }, { "score": 1.038469910621643, "text": "PHL Variable shall notify ICAS of any discrepancies identified;", "probability": 1.7845032898392723e-05 }, { "score": 1.0322527885437012, "text": "Notify PHL Variable if ICC becomes aware of an erroneous termination of a GIE.", "probability": 1.7734432315291885e-05 }, { "score": 0.9029508829116821, "text": "Notify PHL Variable if ICC becomes aware of an erroneous termination of a GIE.", "probability": 1.5583398872724583e-05 }, { "score": 0.7952417731285095, "text": "ICC shall notify PHL Variable of any discrepancies identified;", "probability": 1.3992158464419447e-05 }, { "score": 0.7630285024642944, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;\n\n (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;\n\n (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies;", "probability": 1.3548607741566268e-05 }, { "score": 0.4406706690788269, "text": "11. Notifying ICAS, thirty [30] calendar days in advance of the anniversary date for each Certificate, of fee information relating to the Annual Optional Increase; Correcting Certificate Owner file data upon notification of an incorrect Certificate termination by ICC using current account values; and\n\n 12. Working with ICC on manual corrections.\n\nB. All information provided shall be in form and content mutually acceptable to the Parties\n\nst\n\n\n\n\n\nEXHIBIT B TO THE STRATEGIC ALLIANCE AGREEMENT\n\nINVESTORS CAPITAL SERVICES\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n- 36 -\n\nA. ICCS shall, or shall cause one or more of its Affiliates, to:", "probability": 9.815138699029919e-06 }, { "score": 0.3414769172668457, "text": "Notifying ICAS, thirty [30] calendar days in advance of the anniversary date for each Certificate, of fee information relating to the Annual Optional Increase; Correcting Certificate Owner file data upon notification of an incorrect Certificate termination by ICC using current account values; and\n\n 12. Working with ICC on manual corrections.\n\nB. All information provided shall be in form and content mutually acceptable to the Parties\n\nst\n\n\n\n\n\nEXHIBIT B TO THE STRATEGIC ALLIANCE AGREEMENT\n\nINVESTORS CAPITAL SERVICES\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n- 36 -\n\nA. ICCS shall, or shall cause one or more of its Affiliates, to:", "probability": 8.888268020009317e-06 }, { "score": 0.32863742113113403, "text": "ICCS shall, or shall cause one or more of its Affiliates, to:", "probability": 8.774876638947681e-06 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Insurance": [ { "text": "", "score": 12.168652534484863, "probability": 0.7981084487348569 }, { "score": 9.845481872558594, "text": "including State insurance departments, and filing or submitting such notices, requests, and other documents in furtherance of the foregoing.", "probability": 0.07818468832899209 }, { "score": 9.59926986694336, "text": "Notwithstanding anything to the contrary in any Transaction Document, none of the ICC, its Affiliates, or any of their respective directors, officers, employees, agents, or other representatives are or shall be deemed to be (1) underwriters of any security, including the GIE; (2) insurers, guarantors, or underwriters of any obligation of either PHLVIC and PLIC under the GIE, including the obligation of either of PHLVIC or PLIC to pay claims and benefits arising under the GIE, or (3) insurance agents, brokers or producers, except in the case of ICC and certain of its officers, employees, agents, or other representatives, who are licensed as insurance producers as required under applicable State insurance Laws.", "probability": 0.06112138600257742 }, { "score": 8.936837196350098, "text": "The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract.", "probability": 0.03151391362691829 }, { "score": 8.488407135009766, "text": "and filing or submitting such notices, requests, and other documents in furtherance of the foregoing.", "probability": 0.020125729868631426 }, { "score": 6.634052276611328, "text": "including State insurance departments, and filing or submitting such notices, requests, and other documents in furtherance of the foregoing", "probability": 0.003150761693328956 }, { "score": 6.559865951538086, "text": "(2) insurers, guarantors, or underwriters of any obligation of either PHLVIC and PLIC under the GIE, including the obligation of either of PHLVIC or PLIC to pay claims and benefits arising under the GIE, or (3) insurance agents, brokers or producers, except in the case of ICC and certain of its officers, employees, agents, or other representatives, who are licensed as insurance producers as required under applicable State insurance Laws.", "probability": 0.0029254780579355175 }, { "score": 5.291113376617432, "text": "(3) insurance agents, brokers or producers, except in the case of ICC and certain of its officers, employees, agents, or other representatives, who are licensed as insurance producers as required under applicable State insurance Laws.", "probability": 0.0008225922299255474 }, { "score": 5.2769775390625, "text": "and filing or submitting such notices, requests, and other documents in furtherance of the foregoing", "probability": 0.0008110459998707493 }, { "score": 5.098039627075195, "text": "All books and records maintained or required by applicable Law to be maintained by each of the Parties hereto in connection with the Transaction Documents and the GIE, including to the extent any of the following exist: (i) hard copy and microfiche records; (ii) all paper files; (iii) all electronic images; (iv) all computer data files; and (v) any and all records in other forms.\n\n 1.08 Business Day. A day when the New York Stock Exchange is open for business.\n\n 1.09 Certificate. The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract.", "probability": 0.0006781624496259783 }, { "score": 4.763599395751953, "text": "Master Group Annuity Contract.", "probability": 0.000485387057390804 }, { "score": 4.691215515136719, "text": "The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity", "probability": 0.00045149430014798024 }, { "score": 4.552267551422119, "text": "The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract", "probability": 0.0003929234404222363 }, { "score": 4.489504337310791, "text": "Certificate. The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract.", "probability": 0.0003690202684919366 }, { "score": 4.24888277053833, "text": "including State insurance departments, and filing or submitting such notices, requests, and other documents in furtherance of the foregoing.", "probability": 0.0002901012511444235 }, { "score": 3.626751661300659, "text": "State insurance departments, and filing or submitting such notices, requests, and other documents in furtherance of the foregoing.", "probability": 0.000155726131119516 }, { "score": 3.4805853366851807, "text": "Notwithstanding", "probability": 0.00013454955502988393 }, { "score": 3.402245283126831, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.00012441123833156092 }, { "score": 2.9380414485931396, "text": "Notwithstanding anything to the contrary in any Transaction Document, none of the ICC, its Affiliates, or any of their respective directors, officers, employees, agents, or other representatives are or shall be deemed to be", "probability": 7.820930904611503e-05 }, { "score": 2.9089972972869873, "text": "including State insurance departments,", "probability": 7.597045621303518e-05 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": [ { "score": 12.85136604309082, "text": "Licensee shall not have any rights or claim against Licensor for damages or otherwise arising from any determination by Licensor to act or not to act with respect to any alleged infringement, imitation or unauthorized use by others, and any such determination by Licensor shall not affect the validity or enforceability of this Agreement.", "probability": 0.23719540773963327 }, { "text": "", "score": 12.125786781311035, "probability": 0.11481303754107591 }, { "score": 11.91165828704834, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.09268221054086735 }, { "score": 11.821479797363281, "text": "(5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.08469004488460134 }, { "score": 11.767135620117188, "text": "Licensee shall not have any rights or claim against Licensor for damages or otherwise arising from any determination by Licensor to act or not to act with respect to any alleged infringement, imitation or unauthorized use by others, and any such determination by Licensor shall not affect the validity or enforceability of this Agreement.", "probability": 0.08021045625947712 }, { "score": 11.28615951538086, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.04958447491250002 }, { "score": 11.123952865600586, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.\n\n c) Goodwill: Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.\n\n d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.042159967322833475 }, { "score": 11.033775329589844, "text": "(5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.\n\n c) Goodwill: Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.\n\n d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.03852446881868044 }, { "score": 10.842735290527344, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names;", "probability": 0.03182504486185602 }, { "score": 10.77292251586914, "text": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.\n\n\n\ne) Infringement Action: Licensor shall have the sole right to determine the appropriate action to be taken against any infringement, imitation, or unauthorized use of the Trademarks including having the sole discretion to settle any claims or any controversy arising out of any such claims. Licensee shall provide Licensor with such reasonable assistance as Licensor may require in obtaining any protection of Licensor's rights to the Trademarks at no expense to Licensor. Licensee shall not have any rights or claim against Licensor for damages or otherwise arising from any determination by Licensor to act or not to act with respect to any alleged infringement, imitation or unauthorized use by others, and any such determination by Licensor shall not affect the validity or enforceability of this Agreement.", "probability": 0.02967903129406038 }, { "score": 10.7039155960083, "text": "(4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and", "probability": 0.027700040064536732 }, { "score": 10.564470291137695, "text": "Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.02409461941290331 }, { "score": 10.498455047607422, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and\n\n (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.\n\n c) Goodwill: Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.\n\n d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.02255537306964602 }, { "score": 10.468267440795898, "text": "Licensee shall not, during the term of this Agreement, or thereafter:\n\n (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;", "probability": 0.021884654957466727 }, { "score": 10.293634414672852, "text": "continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "probability": 0.01837797024882215 }, { "score": 10.28045654296875, "text": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.018137376453494194 }, { "score": 10.262606620788574, "text": "(collectively, the \"PHL Indemnitees\"), from and against any and all Losses to which any PHL Indemnitee may become subject, relating to or arising from any of the following:", "probability": 0.017816498042384506 }, { "score": 10.217236518859863, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names;", "probability": 0.017026224658787902 }, { "score": 10.16895580291748, "text": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.", "probability": 0.016223715093905498 }, { "score": 10.078417778015137, "text": "do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and", "probability": 0.014819383822467756 } ], "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.188180923461914, "probability": 0.5725164907167299 }, { "score": 11.849224090576172, "text": "This Agreement, the Selling Agreement, and the Memorandum of Understanding are solely among the Parties hereto, as applicable, and are not intended to create any right or legal relationship, express or implied, among the Parties or any of their respective Affiliates, officers, directors, employees, agents, representatives, successors or permitted assigns, on the one hand, and any third party, including any Certificate Owner or other person covered under a GIE, on the other hand; provided, however, that the Investors Capital Indemnitees and the PHL Indemnitees are expressly intended to be third-party beneficiaries under this Agreement.", "probability": 0.40792556003900543 }, { "score": 7.797176837921143, "text": "All use of the licensed Trademarks shall inure to the benefit of Licensor.", "probability": 0.0070924969255245105 }, { "score": 6.590715408325195, "text": "provided, however, that the Investors Capital Indemnitees and the PHL Indemnitees are expressly intended to be third-party beneficiaries under this Agreement.", "probability": 0.0021224604909192155 }, { "score": 6.416343688964844, "text": "in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.0017828341287729795 }, { "score": 6.091826915740967, "text": "A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.0012887690423098103 }, { "score": 5.959916591644287, "text": "This Agreement, the Selling Agreement, and the Memorandum of Understanding are solely among the Parties hereto, as applicable, and are not intended to create any right or legal relationship, express or implied, among the Parties or any of their respective Affiliates, officers, directors, employees, agents, representatives, successors or permitted assigns, on the one hand, and any third party, including any Certificate Owner or other person covered under a GIE, on the other hand; provided, however, that the Investors Capital Indemnitees and the PHL Indemnitees are expressly intended to be third-party beneficiaries under this Agreement", "probability": 0.0011295024295744824 }, { "score": 5.769952297210693, "text": "All use of the licensed Trademarks shall inure to the benefit of Licensor. Licensee shall comply with any specific trademark use rules as may be referenced in any of the Exhibits, or provided to Licensee, which may be amended or revised by Licensor from time to time, upon written notice.\n\n\n\nb) Acknowledgment: Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection with its use of the Trademarks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter:", "probability": 0.0009340857024114942 }, { "score": 5.706359386444092, "text": "ICC acknowledges that (1) ICC and its Affiliates may benefit from sale of the GIE, and (2) such benefits constitute good and valuable consideration under this Agreement.", "probability": 0.0008765338137099681 }, { "score": 5.593363285064697, "text": "No Third-Party Beneficiaries. This Agreement, the Selling Agreement, and the Memorandum of Understanding are solely among the Parties hereto, as applicable, and are not intended to create any right or legal relationship, express or implied, among the Parties or any of their respective Affiliates, officers, directors, employees, agents, representatives, successors or permitted assigns, on the one hand, and any third party, including any Certificate Owner or other person covered under a GIE, on the other hand; provided, however, that the Investors Capital Indemnitees and the PHL Indemnitees are expressly intended to be third-party beneficiaries under this Agreement.", "probability": 0.0007828798064744622 }, { "score": 5.4550604820251465, "text": "This Agreement shall be binding on and shall inure to the benefit of the respective successors and assigns of the Parties except as otherwise provided in this Agreement.", "probability": 0.0006817591052265114 }, { "score": 5.419433116912842, "text": "This Agreement shall be binding on and shall inure to the benefit of the respective successors and assigns of the Parties except as otherwise provided in this Agreement.", "probability": 0.0006578974132081008 }, { "score": 5.325306415557861, "text": "All use of the licensed Trademarks shall inure to the benefit of Licensor", "probability": 0.0005987968013935153 }, { "score": 5.075156211853027, "text": "This", "probability": 0.00046627337657719907 }, { "score": 4.803516864776611, "text": "All use of the licensed Trademarks shall inure to the benefit of Licensor.", "probability": 0.0003553604974722389 }, { "score": 4.082084655761719, "text": "(2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.00017272496833363931 }, { "score": 4.063755035400391, "text": "A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the", "probability": 0.0001695878243988313 }, { "score": 4.063397407531738, "text": "(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction.", "probability": 0.00016952718591029515 }, { "score": 3.985814094543457, "text": "third-party beneficiaries under this Agreement.", "probability": 0.00015687196919432524 }, { "score": 3.7144346237182617, "text": "ICCS shall, or shall cause one or more of its Affiliates, to:", "probability": 0.0001195877628527917 } ], "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Document Name": [ { "score": 13.153284072875977, "text": "JOINT FILING AGREEMENT", "probability": 0.7008507782614402 }, { "score": 11.47062873840332, "text": "JOINT FILING AGREEMENT MFA FINANCIAL, INC.", "probability": 0.13027396552865456 }, { "score": 11.090841293334961, "text": "MFA FINANCIAL, INC.", "probability": 0.08910827604083457 }, { "score": 9.485401153564453, "text": "EXHIBIT D JOINT FILING AGREEMENT", "probability": 0.017893044738654783 }, { "text": "", "score": 9.321057319641113, "probability": 0.01518135820563903 }, { "score": 8.823820114135742, "text": "JOINT FILING AGREEMENT MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION", "probability": 0.009233434081522343 }, { "score": 8.550336837768555, "text": "JOINT FILING AGREEMENT MFA FINANCIAL, INC", "probability": 0.007024104680307989 }, { "score": 8.444032669067383, "text": "MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION", "probability": 0.006315731540084027 }, { "score": 8.262722969055176, "text": "JOINT FILING AGREEMENT MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory\n\n\n\n\n\nATHENE LIFE RE LTD.", "probability": 0.0052684378251327555 }, { "score": 8.170549392700195, "text": "MFA FINANCIAL, INC", "probability": 0.004804535244265137 }, { "score": 7.882935523986816, "text": "MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory\n\n\n\n\n\nATHENE LIFE RE LTD.", "probability": 0.0036036472070288122 }, { "score": 7.802745342254639, "text": "EXHIBIT D JOINT FILING AGREEMENT MFA FINANCIAL, INC.", "probability": 0.003325953047754915 }, { "score": 6.961124897003174, "text": "JOINT FILING AGREEMENT MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY", "probability": 0.0014335241007034658 }, { "score": 6.7910284996032715, "text": "JOINT FILING AGREEMENT MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY", "probability": 0.001209297268775213 }, { "score": 6.5813374519348145, "text": "MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY", "probability": 0.000980540208155225 }, { "score": 6.446171760559082, "text": "JOINT FILING AGREEMENT MFA", "probability": 0.0008565716436224215 }, { "score": 6.411241054534912, "text": "MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY", "probability": 0.0008271675342357402 }, { "score": 6.25531530380249, "text": "FILING AGREEMENT", "probability": 0.0007077433333652275 }, { "score": 6.066384315490723, "text": "MFA", "probability": 0.0005859008141720334 }, { "score": 5.939318656921387, "text": "JOINT FILING AGREEMENT MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement", "probability": 0.000515988695651599 } ], "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Parties": [ { "score": 11.229269027709961, "text": "APOLLO LIFE ASSET, L.P.", "probability": 0.06613149868215441 }, { "score": 11.206743240356445, "text": "APOLLO LIFE ASSET, L.P. By: Apollo Life Asset GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President\n\n\n\n\n\nAPOLLO LIFE ASSET GP, LLC", "probability": 0.06465848726115846 }, { "score": 11.043397903442383, "text": "ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory\n\n\n\n\n\nATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory AISG GP LTD. By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P.", "probability": 0.05491431381877405 }, { "score": 11.030351638793945, "text": "ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory AISG GP LTD. By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P.", "probability": 0.05420254023655981 }, { "score": 10.973981857299805, "text": "ATHENE USA CORPORATION", "probability": 0.05123167502990209 }, { "score": 10.962423324584961, "text": "ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory\n\n\n\n\n\nATHENE LIFE RE LTD.", "probability": 0.05064292115823877 }, { "score": 10.952315330505371, "text": "ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory\n\n\n\n\n\nATHENE LIFE RE LTD.", "probability": 0.0501336012488055 }, { "score": 10.942072868347168, "text": "ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory\n\n\n\n\n\nATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP", "probability": 0.04962273048857087 }, { "score": 10.936712265014648, "text": "APOLLO INSURANCE SOLUTIONS GROUP LP By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory AISG GP LTD. By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P.", "probability": 0.04935743442292876 }, { "score": 10.93646240234375, "text": "APH HOLDINGS, L.P. By: Apollo Principal Holdings III GP, Ltd., its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO PRINCIPAL HOLDINGS III GP, LTD.", "probability": 0.04934510338313257 }, { "score": 10.92902660369873, "text": "ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP", "probability": 0.04897954392785622 }, { "score": 10.928461074829102, "text": "APOLLO LIFE ASSET, L.P.", "probability": 0.04895185241265744 }, { "score": 10.925813674926758, "text": "ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory\n\n\n\n\n\nATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD.", "probability": 0.04882242867714429 }, { "score": 10.91276741027832, "text": "ATHENE HOLDING LTD.", "probability": 0.04818961525318688 }, { "score": 10.848245620727539, "text": "APH HOLDINGS, L.P.", "probability": 0.04517852020187076 }, { "score": 10.847169876098633, "text": "APOLLO LIFE ASSET, L.P. By: Apollo Life Asset GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President\n\n\n\n\n\nAPOLLO LIFE ASSET GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT, L.P.", "probability": 0.0451299457829411 }, { "score": 10.835387229919434, "text": "APOLLO INSURANCE SOLUTIONS GROUP LP", "probability": 0.044601316044105 }, { "score": 10.834877967834473, "text": "APOLLO LIFE ASSET, L.P. By: Apollo Life Asset GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President\n\n\n\n\n\nAPOLLO LIFE ASSET GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT, L.P. By: Apollo Capital Management GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT GP, LLC", "probability": 0.04457860806755089 }, { "score": 10.83165168762207, "text": "ATHENE USA CORPORATION", "probability": 0.044435016743921266 }, { "score": 10.748579025268555, "text": "ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory AISG GP LTD. By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P.", "probability": 0.04089284715854089 } ], "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Agreement Date": [ { "score": 13.928853988647461, "text": "July 6, 2020", "probability": 0.6952043315762606 }, { "score": 12.775270462036133, "text": "July 6, 2020.", "probability": 0.2193398334506399 }, { "score": 11.270620346069336, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020", "probability": 0.048714277618764526 }, { "text": "", "score": 10.282726287841797, "probability": 0.018139250092118153 }, { "score": 10.117036819458008, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020.", "probability": 0.015369555473484496 }, { "score": 7.088298797607422, "text": "the undersigned hereby execute this Agreement as of July 6, 2020", "probability": 0.000743527604187466 }, { "score": 6.8339996337890625, "text": "this Agreement as of July 6, 2020", "probability": 0.0005765757507562579 }, { "score": 6.391510963439941, "text": "6, 2020", "probability": 0.00037041279962471803 }, { "score": 5.934715747833252, "text": "the undersigned hereby execute this Agreement as of July 6, 2020.", "probability": 0.00023458613709119883 }, { "score": 5.816460609436035, "text": "July 6", "probability": 0.00020842259064106602 }, { "score": 5.680417060852051, "text": "this Agreement as of July 6, 2020.", "probability": 0.00018191220049402693 }, { "score": 5.635105133056641, "text": "July", "probability": 0.00017385336743062598 }, { "score": 5.574008941650391, "text": "Agreement as of July 6, 2020", "probability": 0.0001635495555736395 }, { "score": 5.56667423248291, "text": "hereby execute this Agreement as of July 6, 2020", "probability": 0.0001623543557289363 }, { "score": 5.2379279136657715, "text": "6, 2020.", "probability": 0.00011686682149219884 }, { "score": 5.102114677429199, "text": ", 2020", "probability": 0.00010202539698969905 }, { "score": 4.518375396728516, "text": "as of July 6, 2020", "probability": 5.691064986302704e-05 }, { "score": 4.420425891876221, "text": "Agreement as of July 6, 2020.", "probability": 5.16005838235551e-05 }, { "score": 4.41309118270874, "text": "hereby execute this Agreement as of July 6, 2020.", "probability": 5.122349316405319e-05 }, { "score": 4.138670444488525, "text": "July 6,", "probability": 3.893048187164848e-05 } ], "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Effective Date": [ { "score": 14.245506286621094, "text": "July 6, 2020", "probability": 0.4606534259015491 }, { "score": 13.745643615722656, "text": "July 6, 2020.", "probability": 0.2794387987552391 }, { "score": 13.059398651123047, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020", "probability": 0.1406871086733954 }, { "score": 12.55953598022461, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020.", "probability": 0.08534276407713824 }, { "text": "", "score": 11.531463623046875, "probability": 0.030526748798631587 }, { "score": 8.171943664550781, "text": "the undersigned hereby execute this Agreement as of July 6, 2020", "probability": 0.0010608636606354734 }, { "score": 7.672080993652344, "text": "the undersigned hereby execute this Agreement as of July 6, 2020.", "probability": 0.0006435347059253585 }, { "score": 7.37415885925293, "text": "this Agreement as of July 6, 2020", "probability": 0.00047773387196921974 }, { "score": 6.874296188354492, "text": "this Agreement as of July 6, 2020.", "probability": 0.0002898000357785226 }, { "score": 6.58161735534668, "text": "6, 2020", "probability": 0.00021626668963527543 }, { "score": 6.081754684448242, "text": "6, 2020.", "probability": 0.0001311903929601281 }, { "score": 6.025321960449219, "text": "July 6", "probability": 0.0001239919848786696 }, { "score": 5.753247261047363, "text": "July", "probability": 9.445676589334673e-05 }, { "score": 5.595016956329346, "text": ", 2020", "probability": 8.063331659167123e-05 }, { "score": 5.196162223815918, "text": "hereby execute this Agreement as of July 6, 2020", "probability": 5.4112065805166525e-05 }, { "score": 5.095154285430908, "text": ", 2020.", "probability": 4.891329546487092e-05 }, { "score": 4.839214324951172, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6", "probability": 3.786810836610067e-05 }, { "score": 4.6962995529174805, "text": "hereby execute this Agreement as of July 6, 2020.", "probability": 3.282513450793666e-05 }, { "score": 4.606128215789795, "text": ", the undersigned hereby execute this Agreement as of July 6, 2020", "probability": 2.9994774428735232e-05 }, { "score": 4.571331024169922, "text": "as of July 6, 2020", "probability": 2.8968991206266175e-05 } ], "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Expiration Date": [ { "text": "", "score": 11.620342254638672, "probability": 0.9989815203621566 }, { "score": 4.187294960021973, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020.", "probability": 0.0005907803349878456 }, { "score": 3.0211985111236572, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020", "probability": 0.00018407583433173585 }, { "score": 2.9149222373962402, "text": "July 6, 2020.", "probability": 0.00016551660830548855 }, { "score": 1.7488257884979248, "text": "July 6, 2020", "probability": 5.157180421419874e-05 }, { "score": -0.2217540144920349, "text": "this Agreement as of July 6, 2020.", "probability": 7.187872926423507e-06 }, { "score": -1.0205941200256348, "text": "IN", "probability": 3.2334678034079453e-06 }, { "score": -1.0569517612457275, "text": "the undersigned hereby execute this Agreement as of July 6, 2020.", "probability": 3.118017999653686e-06 }, { "score": -1.2603046894073486, "text": "Agreement as of July 6, 2020.", "probability": 2.544272145725921e-06 }, { "score": -1.3878504037857056, "text": "this Agreement as of July 6, 2020", "probability": 2.2396036335448582e-06 }, { "score": -1.9533591270446777, "text": "hereby execute this Agreement as of July 6, 2020.", "probability": 1.2722540599514725e-06 }, { "score": -2.1767706871032715, "text": "execute this Agreement as of July 6, 2020.", "probability": 1.017530504341132e-06 }, { "score": -2.223048210144043, "text": "the undersigned hereby execute this Agreement as of July 6, 2020", "probability": 9.715146743322633e-07 }, { "score": -2.311677932739258, "text": "6, 2020.", "probability": 8.891150577479384e-07 }, { "score": -2.426401138305664, "text": "Agreement as of July 6, 2020", "probability": 7.927464579556969e-07 }, { "score": -2.491941452026367, "text": "WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020.", "probability": 7.424556450905404e-07 }, { "score": -2.495696544647217, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July", "probability": 7.396728834101898e-07 }, { "score": -2.571183681488037, "text": "as of July 6, 2020.", "probability": 6.858924946995023e-07 }, { "score": -2.7853362560272217, "text": ", the undersigned hereby execute this Agreement as of July 6, 2020.", "probability": 5.536697155483474e-07 }, { "score": -2.7975106239318848, "text": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory\n\n\n\n\n\nATHENE LIFE RE LTD.", "probability": 5.469700018729266e-07 } ], "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Renewal Term": [ { "text": "", "score": 11.426898956298828, "probability": 0.9999991461228029 }, { "score": -4.003962993621826, "text": "ATHENE LIFE RE LTD.", "probability": 1.9882062436818986e-07 }, { "score": -4.458527088165283, "text": "ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD.", "probability": 1.26196338801509e-07 }, { "score": -4.780195713043213, "text": "ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory AISG GP LTD.", "probability": 9.148456904356595e-08 }, { "score": -5.04155158996582, "text": "ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory\n\n\n\n\n\nATHENE LIFE RE LTD.", "probability": 7.044374420923865e-08 }, { "score": -5.282482147216797, "text": "ATHENE HOLDING LTD.", "probability": 5.536147083751604e-08 }, { "score": -5.496115684509277, "text": "ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory\n\n\n\n\n\nATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD.", "probability": 4.4712376489741206e-08 }, { "score": -5.569030284881592, "text": "ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP", "probability": 4.156821205554609e-08 }, { "score": -5.604150772094727, "text": "ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. 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WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement (", "probability": 0.0015710410518804318 }, { "score": 7.376491546630859, "text": "July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips\") Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\". WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement", "probability": 0.0012304054027081918 }, { "score": 7.1283345222473145, "text": "PHILIPS MEDICAL SYSTEMS PROFOUND MEDICAL INC. 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and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips\") Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\".", "probability": 0.06214554137966357 }, { "score": 11.500406265258789, "text": "PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.\n\n\n\n\n\nTHIS AGREEMENT is made July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.,", "probability": 0.05974335637021304 }, { "score": 11.49207592010498, "text": "PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.\n\n\n\n\n\nTHIS AGREEMENT is made July 31, 2017 BETWEEN: PROFOUND MEDICAL INC.,", "probability": 0.05924774078154667 }, { "score": 11.344340324401855, "text": "PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.\n\n\n\n\n\nTHIS AGREEMENT is made July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - 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and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips", "probability": 0.025632176790277215 }, { "score": 10.622017860412598, "text": "PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.", "probability": 0.024820491677905034 }, { "score": 10.465951919555664, "text": "PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.", "probability": 0.021233999530268062 }, { "score": 10.448732376098633, "text": "PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.\n\n\n\n\n\nTHIS AGREEMENT is made July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips", "probability": 0.02087148983565905 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Agreement Date": [ { "score": 15.449634552001953, "text": "July 31, 2017", "probability": 0.536203766568338 }, { "score": 14.41370964050293, "text": "July 31, 2017", "probability": 0.19029763354566565 }, { "score": 14.38699722290039, "text": "July 31, 2017 Date: July 31, 2017", "probability": 0.1852816169177538 }, { "score": 13.531514167785645, "text": "July 31, 2017", "probability": 0.07875910311368124 }, { "text": "", "score": 11.076430320739746, "probability": 0.00676194127085093 }, { "score": 9.107561111450195, "text": "July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips\") Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\". WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement (the \"Purchase Agreement\") entered into on June 30, 2017", "probability": 0.0009440660092616809 }, { "score": 8.034117698669434, "text": "THIS AGREEMENT is made July 31, 2017", "probability": 0.00032270954461566 }, { "score": 7.841881275177002, "text": "Date: July 31, 2017", "probability": 0.0002662714434321863 }, { "score": 7.613983631134033, "text": "31, 2017", "probability": 0.00021200685487176213 }, { "score": 7.431290149688721, "text": "Date: July 31, 2017", "probability": 0.0001766066824646643 }, { "score": 7.40457820892334, "text": "Date: July 31, 2017 Date: July 31, 2017", "probability": 0.00017195162482531214 }, { "score": 6.925878524780273, "text": ", 2017", "probability": 0.00010653925428732452 }, { "score": 6.7892303466796875, "text": "July", "probability": 9.293174732591613e-05 }, { "score": 6.594610214233398, "text": "July 31,", "probability": 7.649651555920112e-05 }, { "score": 6.591424465179443, "text": "July", "probability": 7.625320462669417e-05 }, { "score": 6.260284423828125, "text": "July 31", "probability": 5.4757776828769474e-05 }, { "score": 6.242499828338623, "text": "31, 2017", "probability": 5.379254052777728e-05 }, { "score": 6.215787887573242, "text": "31, 2017 Date: July 31, 2017", "probability": 5.2374658864244566e-05 }, { "score": 6.068149566650391, "text": ", 2017", "probability": 4.5185875269601834e-05 }, { "score": 6.04143762588501, "text": ", 2017 Date: July 31, 2017", "probability": 4.399485094974542e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Effective Date": [ { "score": 15.14604663848877, "text": "July 31, 2017", "probability": 0.3203277657388025 }, { "score": 14.72546100616455, "text": "July 31, 2017", "probability": 0.2103471176278385 }, { "score": 14.454933166503906, "text": "July 31, 2017 Date: July 31, 2017", "probability": 0.1604899409726109 }, { "score": 14.304525375366211, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\").", "probability": 0.13807865359751115 }, { "score": 13.62129020690918, "text": "July 31, 2017", "probability": 0.06972704816220696 }, { "score": 13.555161476135254, "text": "\"Effective Date\" means the Completion Date as defined in the Purchase Agreement.", "probability": 0.06526523967497799 }, { "score": 11.875900268554688, "text": "\"Effective Date\" means the Completion Date as defined in the Purchase Agreement.", "probability": 0.012172732016320867 }, { "text": "", "score": 11.625755310058594, "probability": 0.009478759100171824 }, { "score": 11.217531204223633, "text": "July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips\") Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\". WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement (the \"Purchase Agreement\") entered into on June 30, 2017", "probability": 0.006301762179125157 }, { "score": 9.893227577209473, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.", "probability": 0.001676193884497846 }, { "score": 9.682644844055176, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1", "probability": 0.0013579048291991252 }, { "score": 9.608802795410156, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] ,", "probability": 0.001261246977744351 }, { "score": 9.115793228149414, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term", "probability": 0.0007703512719552452 }, { "score": 9.109123229980469, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] ,", "probability": 0.0007652301283771493 }, { "score": 8.725335121154785, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of", "probability": 0.0005213327435670215 }, { "score": 8.556068420410156, "text": "Date: July 31, 2017", "probability": 0.00044015273885054907 }, { "score": 8.285541534423828, "text": "Date: July 31, 2017 Date: July 31, 2017", "probability": 0.0003358265862701681 }, { "score": 8.181355476379395, "text": "THIS AGREEMENT is made July 31, 2017", "probability": 0.00030259910885688723 }, { "score": 7.863635063171387, "text": "Date: July 31, 2017", "probability": 0.00022023352115282108 }, { "score": 7.543552398681641, "text": "Effective Date\" means the Completion Date as defined in the Purchase Agreement.", "probability": 0.00015990913996263056 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Expiration Date": [ { "score": 15.10430908203125, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\").", "probability": 0.4945131174429233 }, { "score": 15.084165573120117, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\").", "probability": 0.4846515448439703 }, { "text": "", "score": 11.587285995483398, "probability": 0.014680947883791637 }, { "score": 9.377972602844238, "text": "\"Contract Year\" means the twelve (12) month period beginning on the Effective Date, and each subsequent twelve (12) month period during the Term.", "probability": 0.0016116156710621712 }, { "score": 8.935832977294922, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term", "probability": 0.0010357207618930037 }, { "score": 8.848328590393066, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] ,", "probability": 0.0009489427448791758 }, { "score": 8.576288223266602, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] ,", "probability": 0.0007229268906462529 }, { "score": 8.377670288085938, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term", "probability": 0.0005927010630874055 }, { "score": 7.590631484985352, "text": "Each party's obligation to protect the Confidential Information of the other Party shall continue for a period of [Redacted - Commercial Sensitive - Time Period] following the date of termination of this Agreement.", "probability": 0.00026979201823422563 }, { "score": 7.515018463134766, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\"). 12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.00025014439658811564 }, { "score": 7.385985851287842, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties", "probability": 0.00021986324196475476 }, { "score": 6.570966720581055, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of", "probability": 9.731825574994067e-05 }, { "score": 6.315906047821045, "text": "\").", "probability": 7.54089465257098e-05 }, { "score": 6.301354885101318, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [", "probability": 7.431960349916676e-05 }, { "score": 6.206001281738281, "text": "\").", "probability": 6.756034213415315e-05 }, { "score": 5.854426383972168, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties", "probability": 4.753404819256712e-05 }, { "score": 5.581655502319336, "text": "This", "probability": 3.618611119843089e-05 }, { "score": 5.56964111328125, "text": "This Agreement shall come into force on the Effective Date", "probability": 3.575395840487534e-05 }, { "score": 5.536721229553223, "text": "\"Contract Year\" means the twelve (12) month period beginning on the Effective Date, and each subsequent twelve (12) month period during the Term", "probability": 3.4596105014591185e-05 }, { "score": 5.51950740814209, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details]", "probability": 3.4005670240246005e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Renewal Term": [ { "score": 12.26671028137207, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details].", "probability": 0.22805910464502321 }, { "score": 11.89738655090332, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\").", "probability": 0.15763482058068945 }, { "score": 11.721117973327637, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products.", "probability": 0.1321598953877414 }, { "score": 11.485893249511719, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\").", "probability": 0.10445828388156272 }, { "text": "", "score": 11.437185287475586, "probability": 0.09949225802692428 }, { "score": 11.189538955688477, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details].", "probability": 0.07766723640641103 }, { "score": 11.081487655639648, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products.", "probability": 0.06971267838134337 }, { "score": 10.70015811920166, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products.", "probability": 0.047610468526711844 }, { "score": 9.857181549072266, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details", "probability": 0.02049285100703589 }, { "score": 9.777997970581055, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of", "probability": 0.018932736533952273 }, { "score": 9.635722160339355, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of", "probability": 0.0164219147033654 }, { "score": 9.593986511230469, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products.", "probability": 0.01575064089386206 }, { "score": 8.047680854797363, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term", "probability": 0.0033554148018102407 }, { "score": 7.445091247558594, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products", "probability": 0.0018367281187942662 }, { "score": 7.36614465713501, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\"). 12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.0016973007618107565 }, { "score": 7.063187122344971, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of", "probability": 0.0012536780455134236 }, { "score": 6.951806545257568, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products", "probability": 0.001121538148658058 }, { "score": 6.805460453033447, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products", "probability": 0.0009688504609363725 }, { "score": 6.6834611892700195, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details", "probability": 0.0008575770362001933 }, { "score": 6.175502777099609, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [", "probability": 0.0005160236516534619 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 12.422327995300293, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.5007143703672592 }, { "text": "", "score": 11.831159591674805, "probability": 0.27723552505052546 }, { "score": 10.932018280029297, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\"). 12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.11281238218766561 }, { "score": 10.451576232910156, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\").", "probability": 0.06977557757648448 }, { "score": 8.6964111328125, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3.", "probability": 0.012062710978889049 }, { "score": 8.097270965576172, "text": "12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.006625850823093438 }, { "score": 8.012662887573242, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details].", "probability": 0.00608831105111888 }, { "score": 7.753425121307373, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips", "probability": 0.00469798148638428 }, { "score": 7.206101894378662, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\"). 12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3.", "probability": 0.0027177646390752893 }, { "score": 6.922976970672607, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term", "probability": 0.0020476336203298783 }, { "score": 6.578453063964844, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products.", "probability": 0.0014508663897145563 }, { "score": 6.263115882873535, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\"). 12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips", "probability": 0.0010584691932908658 }, { "score": 5.910522937774658, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of", "probability": 0.0007439590856643223 }, { "score": 5.6610307693481445, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer,", "probability": 0.0005796902287531154 }, { "score": 5.0650177001953125, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 0.00031941167989669783 }, { "score": 5.025284767150879, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details", "probability": 0.00030696933920724143 }, { "score": 4.892041206359863, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to", "probability": 0.00026867549403797 }, { "score": 4.4990153312683105, "text": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties", "probability": 0.00018135898950636677 }, { "score": 4.371354579925537, "text": "12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3.", "probability": 0.00015962346261632354 }, { "score": 4.328114032745361, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products.", "probability": 0.0001528683564869628 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Governing Law": [ { "score": 14.94631576538086, "text": "This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands.", "probability": 0.9215401310501984 }, { "text": "", "score": 12.171316146850586, "probability": 0.05745756683783106 }, { "score": 11.026503562927246, "text": "This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands", "probability": 0.018287799132246128 }, { "score": 8.808740615844727, "text": "(including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands.", "probability": 0.0019906698225097405 }, { "score": 6.505915641784668, "text": "This", "probability": 0.00019901923557805407 }, { "score": 6.025247573852539, "text": "This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands. The applicability of the UN Convention on Contracts for the International Sale of Goods (Vienna convention) is explicitly excluded.", "probability": 0.00012306755267067925 }, { "score": 5.4866042137146, "text": "will be governed by and construed in accordance with the Laws of the Netherlands.", "probability": 7.181476195489066e-05 }, { "score": 4.946629524230957, "text": ".", "probability": 4.185098628053422e-05 }, { "score": 4.931550979614258, "text": "This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands. The", "probability": 4.122466816619245e-05 }, { "score": 4.896938800811768, "text": "the Laws of the Netherlands.", "probability": 3.98222037651002e-05 }, { "score": 4.70094108581543, "text": "(including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands", "probability": 3.273441350492938e-05 }, { "score": 4.335071563720703, "text": "the Laws of the Netherlands.", "probability": 2.2704369686967618e-05 }, { "score": 4.265013217926025, "text": "This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein", "probability": 2.1168178870739067e-05 }, { "score": 4.242522239685059, "text": "Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands.", "probability": 2.0697399806106328e-05 }, { "score": 4.231234550476074, "text": "will be governed by and construed in accordance with the Laws of the Netherlands.", "probability": 2.0465087590313594e-05 }, { "score": 4.204609394073486, "text": "18.8 Disputes and Applicable Law This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands.", "probability": 1.9927391320060114e-05 }, { "score": 4.199423313140869, "text": "Laws of the Netherlands.", "probability": 1.9824313771179956e-05 }, { "score": 4.126754283905029, "text": "be governed by and construed in accordance with the Laws of the Netherlands.", "probability": 1.843479890628406e-05 }, { "score": 3.961318016052246, "text": "be governed by and construed in accordance with the Laws of the Netherlands.", "probability": 1.5623932222337443e-05 }, { "score": 3.9503731727600098, "text": "governed by and construed in accordance with the Laws of the Netherlands.", "probability": 1.5453863120097552e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.043037414550781, "probability": 0.9116874496436833 }, { "score": 8.839920997619629, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 0.037046756560417074 }, { "score": 7.547451019287109, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.\n\n- 7 -\n\n\n\n\n\n3.2 Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 0.01017273220476231 }, { "score": 7.355215072631836, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 0.008393645073777213 }, { "score": 7.2181596755981445, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "probability": 0.00731860315291876 }, { "score": 6.867973804473877, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder", "probability": 0.005156373965136715 }, { "score": 6.78806209564209, "text": "Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 0.004760353373906945 }, { "score": 6.665812015533447, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "probability": 0.004212565411855818 }, { "score": 6.028838157653809, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder. For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering any \"Forecast\" contemplated by the RPA, the Customer's obligations to deliver the Forecast hereunder (solely in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding \"Forecast\" under the RPA. 3.3 Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period.", "probability": 0.0022279858380977314 }, { "score": 5.904153823852539, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder. For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering any \"Forecast\" contemplated by the RPA, the Customer's obligations to deliver the Forecast hereunder (solely in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding \"Forecast\" under the RPA.", "probability": 0.0019668113590076146 }, { "score": 5.663395881652832, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.\n\n- 7 -\n\n\n\n\n\n3.2 Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period.", "probability": 0.0015459764075228713 }, { "score": 5.575504302978516, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.\n\n- 7 -\n\n\n\n\n\n3.2 Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder", "probability": 0.0014158982155865177 }, { "score": 4.9040069580078125, "text": "Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period.", "probability": 0.0007234432067411327 }, { "score": 4.816115379333496, "text": "Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder", "probability": 0.0006625728183939342 }, { "score": 4.764618396759033, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.0006293159801875448 }, { "score": 4.653285980224609, "text": "Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period].", "probability": 0.0005630120703587451 }, { "score": 4.60306453704834, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder", "probability": 0.0005354350661035252 }, { "score": 4.265856742858887, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.00038217240542861376 }, { "score": 4.045044422149658, "text": "Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept.", "probability": 0.00030645150138237004 }, { "score": 3.9982640743255615, "text": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period.", "probability": 0.0002924457447314215 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Compete": [ { "text": "", "score": 12.016393661499023, "probability": 0.9996532245048447 }, { "score": 2.709843635559082, "text": "Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4.", "probability": 9.079586059330834e-05 }, { "score": 2.694291591644287, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 8.939472290007265e-05 }, { "score": 1.7806141376495361, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "probability": 3.5851456666483145e-05 }, { "score": 1.6414822340011597, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 3.119482746929173e-05 }, { "score": 1.1933528184890747, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.\n\n- 7 -\n\n\n\n\n\n3.2 Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 1.9927942235961184e-05 }, { "score": 1.144158124923706, "text": "(e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 1.897131659795312e-05 }, { "score": 0.5187356472015381, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder", "probability": 1.015032483101229e-05 }, { "score": 0.1504446268081665, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 7.023170032124837e-06 }, { "score": 0.029320478439331055, "text": "Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept.", "probability": 6.221994654019175e-06 }, { "score": -0.13862422108650208, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 5.260077916922631e-06 }, { "score": -0.21423602104187012, "text": "(e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 4.877018352477096e-06 }, { "score": -0.3466929495334625, "text": "Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 4.271978681227641e-06 }, { "score": -0.38961368799209595, "text": "No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below. Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4.", "probability": 4.092501401985647e-06 }, { "score": -0.41491472721099854, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "probability": 3.990255778037973e-06 }, { "score": -0.6370466947555542, "text": "(e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 3.195435438660966e-06 }, { "score": -0.6371410489082336, "text": "Notwithstanding the foregoing:", "probability": 3.1951339502812736e-06 }, { "score": -0.6821014881134033, "text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 3.054660853009298e-06 }, { "score": -0.7471283078193665, "text": "On termination or expiry of this Agreement, each Party shall promptly:", "probability": 2.862346528685967e-06 }, { "score": -0.9049416184425354, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 2.444470273472973e-06 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Exclusivity": [ { "text": "", "score": 12.147384643554688, "probability": 0.7223781867492024 }, { "score": 10.306924819946289, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.11467350258653367 }, { "score": 9.957136154174805, "text": "The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties' agreement is expressly limited to such terms and conditions.", "probability": 0.08082613100229014 }, { "score": 9.315624237060547, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.04255461882354691 }, { "score": 8.475561141967773, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.018370117665793616 }, { "score": 7.783583641052246, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.009195808694968232 }, { "score": 6.792283058166504, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.0034125070305002212 }, { "score": 6.7259063720703125, "text": "13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.0031933500387190156 }, { "score": 6.032175064086914, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 0.001595742630037955 }, { "score": 5.800453186035156, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.0012656898994773513 }, { "score": 5.0611419677734375, "text": "The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties' agreement is expressly limited to such terms and conditions", "probability": 0.0006042943473742393 }, { "score": 4.882568836212158, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 0.0005054697918668001 }, { "score": 4.262523651123047, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 0.00027190237669618767 }, { "score": 4.202564716339111, "text": "13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.00025607853067400915 }, { "score": 4.183843612670898, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product", "probability": 0.00025132905438846374 }, { "score": 3.74168062210083, "text": "During the Term, Philips shall manufacture and supply and Customer shall purchase the Products ordered by Customer pursuant to Purchase Orders (issued by Customer and accepted by Philips) in accordance with the terms and conditions of this Agreement.\n\n- 6 -\n\n\n\n\n\n2.2 The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties' agreement is expressly limited to such terms and conditions.", "probability": 0.00016151533046626225 }, { "score": 3.6090633869171143, "text": "All", "probability": 0.00014145516736387452 }, { "score": 3.473681688308716, "text": "The", "probability": 0.0001235444647650568 }, { "score": 3.3596558570861816, "text": "The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products,", "probability": 0.000110230684161747 }, { "score": 3.344062328338623, "text": "The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and", "probability": 0.00010852513117396459 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.069526672363281, "probability": 0.9968285975981616 }, { "score": 5.772467613220215, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 0.0018358723761527193 }, { "score": 4.863008499145508, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 0.0007393829173124945 }, { "score": 3.849865674972534, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 0.0002684522661970098 }, { "score": 2.958928346633911, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 0.00011013818341476087 }, { "score": 2.3770813941955566, "text": "On termination or expiry of this Agreement Philips shall facilitate an orderly transition of suppliers from Philips to Customer in accordance with the requirements outlined in Section 5.4 (Material Supplier Contracts) of the Purchase Agreement, including using commercially reasonable best efforts to assist Customer to enter into supply agreements directly with the counterparties to the Material Supplier Contracts (as defined in the Purchase Agreement) on terms that are satisfactory to the Customer, acting reasonably.", "probability": 6.155239958644082e-05 }, { "score": 1.4412994384765625, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement", "probability": 2.414571380425614e-05 }, { "score": 1.3165842294692993, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly: (a) return to the other Party all equipment, materials and property belonging to the other Party that the other Party had supplied to the other Party (or its Affiliates) in connection with the supply and purchase of the Products under this Agreement; (b) cooperate with the other Party to arrange for the sale and purchase of the materials, parts and components as referred to in clause 3.4; (c) return to the other Party all documents and materials (and any copies) containing the other party's Confidential Information; (d) erase all the other party's Confidential Information from its computer systems (to the extent possible); and (e) on request, certify in writing to the other Party that it has complied with the requirements of this clause.", "probability": 2.1314586981048826e-05 }, { "score": 1.0389347076416016, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 1.6147127196667007e-05 }, { "score": 0.9874187707901001, "text": "On termination or expiry of this Agreement, each Party shall promptly:", "probability": 1.533635593262355e-05 }, { "score": 0.8788352012634277, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly: (a) return to the other Party all equipment, materials and property belonging to the other Party that the other Party had supplied to the other Party (or its Affiliates) in connection with the supply and purchase of the Products under this Agreement; (b) cooperate with the other Party to arrange for the sale and purchase of the materials, parts and components as referred to in clause 3.4;", "probability": 1.3758305043066213e-05 }, { "score": 0.7157943248748779, "text": "If", "probability": 1.1688456940436498e-05 }, { "score": 0.6760165691375732, "text": "On termination or expiry of this Agreement, each Party shall promptly:", "probability": 1.1232642101236314e-05 }, { "score": 0.21679401397705078, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 7.096498246204148e-06 }, { "score": 0.19316375255584717, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 6.930771927170681e-06 }, { "score": 0.1620028018951416, "text": "Philips may only reject a Purchase Order if", "probability": 6.7181327110328105e-06 }, { "score": 0.12348151206970215, "text": "Until such time as the manufacturing of the Product can be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract manufacturer to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from Philips under this Agreement;", "probability": 6.464262666716669e-06 }, { "score": -0.05959320068359375, "text": "Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4.", "probability": 5.382829918094225e-06 }, { "score": -0.07452726364135742, "text": "Customer may withdraw any Purchase Order prior to Philips' acceptance thereof. Philips may only reject a Purchase Order if", "probability": 5.303039676390577e-06 }, { "score": -0.2419494390487671, "text": "Customer may withdraw any Purchase Order prior to Philips' acceptance thereof.", "probability": 4.485536030276907e-06 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.855932235717773, "probability": 0.6096197338767034 }, { "score": 10.46927547454834, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.1523497119204864 }, { "score": 10.355676651000977, "text": "The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties' agreement is expressly limited to such terms and conditions.", "probability": 0.13598978749618143 }, { "score": 9.273133277893066, "text": "The limitations and exclusions set forth above in this clause 10 shall apply to the fullest extent permitted by applicable Law.", "probability": 0.046064215764232426 }, { "score": 7.887467861175537, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 0.011523299176908058 }, { "score": 7.510893821716309, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 0.007907383645902495 }, { "score": 7.337391376495361, "text": "Customer warrants that it will comply in all respects with the export, re-export and transfer restrictions set forth in such Export Regulations or in export licenses (if any) for every Product. Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 0.006647856796428628 }, { "score": 7.128742694854736, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 0.005395934689827866 }, { "score": 7.120144367218018, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights.", "probability": 0.00534973756906566 }, { "score": 7.022536754608154, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "probability": 0.004852237285593913 }, { "score": 6.96611213684082, "text": "The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties' agreement is expressly limited to such terms and conditions.", "probability": 0.0045860325257736905 }, { "score": 6.919562339782715, "text": "The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties' agreement is expressly limited to such terms and conditions", "probability": 0.004377446133357728 }, { "score": 6.347735404968262, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.00247103859222488 }, { "score": 5.526556015014648, "text": "Customer warrants that it will comply in all respects with the export, re-export and transfer restrictions set forth in such Export Regulations or in export licenses (if any) for every Product.", "probability": 0.001087040814193546 }, { "score": 4.556582927703857, "text": "Customer warrants that it will comply in all respects with the export, re-export and transfer restrictions set forth in such Export Regulations or in export licenses (if any) for every Product. Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 0.00041208982468302405 }, { "score": 4.354662895202637, "text": "The limitations and exclusions set forth above in this clause 10 shall apply to the fullest extent permitted by applicable Law. 11. TOOLS 11.1 The Parties will conclude contract(s) managing the ownership and use of tools and equipment needed for the manufacturing of the Products. 12. TERM AND TERMINATION AND TRANSITION 12.1 This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\"). 12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.00033674343305850163 }, { "score": 4.1462507247924805, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party. 16.5 Customer shall take all commercially reasonable actions in a manner consistent with industry practice, that are within its reasonable control to help minimize the risk of a customer/purchaser or end-user contravening such Export Regulations.", "probability": 0.00027339267829852993 }, { "score": 4.13405704498291, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party", "probability": 0.00027007925796517174 }, { "score": 4.034483432769775, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.0002444820403773395 }, { "score": 4.023272514343262, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party", "probability": 0.00024175647873724975 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.184244155883789, "probability": 0.9999513472211373 }, { "score": 1.558206558227539, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 2.4274448773641365e-05 }, { "score": 0.8773463368415833, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 1.2287273905768481e-05 }, { "score": -0.010905762203037739, "text": "On termination or expiry of this Agreement, each Party shall promptly:", "probability": 5.0546670555172395e-06 }, { "score": -1.1540285348892212, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 1.6115383395807908e-06 }, { "score": -1.7561050653457642, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 8.82596350385023e-07 }, { "score": -1.8348886966705322, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 8.157307444127956e-07 }, { "score": -2.044734477996826, "text": "Philips may only reject a Purchase Order if", "probability": 6.613204704765767e-07 }, { "score": -2.1885247230529785, "text": "Customer may withdraw any Purchase Order prior to Philips' acceptance thereof. Philips may only reject a Purchase Order if", "probability": 5.727494173495057e-07 }, { "score": -2.436965227127075, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 4.467538625875166e-07 }, { "score": -2.851433753967285, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 2.951664023680907e-07 }, { "score": -2.9983768463134766, "text": "On termination or expiry of this Agreement Philips shall facilitate an orderly transition of suppliers from Philips to Customer in accordance with the requirements outlined in Section 5.4 (Material Supplier Contracts) of the Purchase Agreement, including using commercially reasonable best efforts to assist Customer to enter into supply agreements directly with the counterparties to the Material Supplier Contracts (as defined in the Purchase Agreement) on terms that are satisfactory to the Customer, acting reasonably.", "probability": 2.5482987885791784e-07 }, { "score": -3.1118268966674805, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement", "probability": 2.274990654414038e-07 }, { "score": -3.217345952987671, "text": "Customer may withdraw any Purchase Order prior to Philips' acceptance thereof.", "probability": 2.0471670040305694e-07 }, { "score": -3.2254786491394043, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly: (a) return to the other Party all equipment, materials and property belonging to the other Party that the other Party had supplied to the other Party (or its Affiliates) in connection with the supply and purchase of the Products under this Agreement; (b) cooperate with the other Party to arrange for the sale and purchase of the materials, parts and components as referred to in clause 3.4;", "probability": 2.0305855342351971e-07 }, { "score": -3.2312402725219727, "text": "12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 2.0189197044714656e-07 }, { "score": -3.3267416954040527, "text": "If", "probability": 1.835030579064534e-07 }, { "score": -3.465695381164551, "text": "In connection with the Transition Plan, Customer will pay all reasonable freight cost and any Philips' employee (or third parties engaged by Philips) at [Redacted - Commercial Sensitive - Billing Rate], as needed, in connection with the implementation of the Transition Plan.", "probability": 1.5969690036721164e-07 }, { "score": -3.475466728210449, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly", "probability": 1.5814404562827967e-07 }, { "score": -3.4814963340759277, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly: (a) return to the other Party all equipment, materials and property belonging to the other Party that the other Party had supplied to the other Party (or its Affiliates) in connection with the supply and purchase of the Products under this Agreement;", "probability": 1.5719336834806655e-07 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.861751556396484, "probability": 0.9449923666406765 }, { "score": 8.088303565979004, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.021709042078771456 }, { "score": 7.39443302154541, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.010846672110158252 }, { "score": 6.526821136474609, "text": "(e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.004555095196843515 }, { "score": 6.259423732757568, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips", "probability": 0.0034863279751543336 }, { "score": 6.041548728942871, "text": "adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0028037954646505086 }, { "score": 5.682451248168945, "text": "which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.001957907971260655 }, { "score": 5.565553188323975, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips", "probability": 0.0017419035016726547 }, { "score": 5.240004539489746, "text": "of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0012578826021843815 }, { "score": 5.136497497558594, "text": "any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0011341945948654165 }, { "score": 4.766330718994141, "text": "affect the goodwill or reputation of Customer or Philips;", "probability": 0.0007832964963373321 }, { "score": 4.729452133178711, "text": "act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0007549357947725578 }, { "score": 4.697941303253174, "text": "(e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips", "probability": 0.0007315180355090723 }, { "score": 4.574760913848877, "text": "goodwill or reputation of Customer or Philips;", "probability": 0.0006467381420771921 }, { "score": 4.459201812744141, "text": "conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0005761582630308455 }, { "score": 4.2126688957214355, "text": "adversely affect the goodwill or reputation of Customer or Philips", "probability": 0.0004502709299449241 }, { "score": 4.205818176269531, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 0.00044719679217725963 }, { "score": 4.155959129333496, "text": "may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0004254467110526774 }, { "score": 4.050158500671387, "text": "the goodwill or reputation of Customer or Philips;", "probability": 0.000382733556858781 }, { "score": 3.860196828842163, "text": "crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0003165171420015859 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Termination For Convenience": [ { "score": 15.263463973999023, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.5729501259031142 }, { "score": 14.622499465942383, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.3018210115124195 }, { "score": 13.145689010620117, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3.", "probability": 0.0689253275550577 }, { "text": "", "score": 11.697484970092773, "probability": 0.016196896806120593 }, { "score": 11.38833236694336, "text": "12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.011889635634861976 }, { "score": 11.007192611694336, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips", "probability": 0.008121601065677816 }, { "score": 10.919217109680176, "text": "Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3.", "probability": 0.0074376267169443755 }, { "score": 10.013273239135742, "text": "12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.0030059929251581093 }, { "score": 9.702447891235352, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer,", "probability": 0.0022029174375879 }, { "score": 9.499452590942383, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips", "probability": 0.0017982020229628938 }, { "score": 8.983844757080078, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer,", "probability": 0.0010737739034255604 }, { "score": 8.959789276123047, "text": "by providing six (6) months prior written notice to Philips.", "probability": 0.0010482519577901547 }, { "score": 8.77151107788086, "text": "without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.0008683553805639283 }, { "score": 8.536462783813477, "text": "12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3.", "probability": 0.0006864632980867972 }, { "score": 8.269145965576172, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 0.0005254399665573675 }, { "score": 8.000347137451172, "text": "in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.00040159218762049877 }, { "score": 7.969050407409668, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3", "probability": 0.00038921830633526373 }, { "score": 7.506316184997559, "text": "by providing six (6) months prior written notice to Philips.", "probability": 0.00024503625093480426 }, { "score": 7.475976943969727, "text": "Philips may terminate this Agreement with immediate effect by written notice to Customer,", "probability": 0.00023771367936411116 }, { "score": 7.168652534484863, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer", "probability": 0.00017481748941637238 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.204704284667969, "probability": 0.3403041646515482 }, { "score": 10.987984657287598, "text": "If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order. Customer may withdraw any Purchase Order prior to Philips' acceptance thereof.", "probability": 0.10079816914500875 }, { "score": 10.853263854980469, "text": "If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order.", "probability": 0.08809355633551533 }, { "score": 10.572893142700195, "text": "Customer may withdraw any Purchase Order prior to Philips' acceptance thereof.", "probability": 0.06655500027566874 }, { "score": 9.956938743591309, "text": "Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4. 4.4 Philips shall confirm to Customer the receipt of each Purchase Order issued hereunder (each, a \"Confirmation\") within seven (7) days following Philips's receipt thereof in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Each Confirmation must reference Customer's Purchase Order number, confirm acceptance of the Purchase Order, include a confirmed date of Delivery (which may differ from the requested one in the Purchase Order) or, solely if permitted under this clause 4.4, advise Customer of Philips's rejection of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order. Customer may withdraw any Purchase Order prior to Philips' acceptance thereof.", "probability": 0.03594802979141183 }, { "score": 9.888982772827148, "text": "Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept.", "probability": 0.03358630208375335 }, { "score": 9.88745403289795, "text": "No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below. Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4.", "probability": 0.03353499658905488 }, { "score": 9.867035865783691, "text": "If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order. Customer may withdraw any Purchase Order prior to Philips' acceptance thereof. Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept.", "probability": 0.03285721648536965 }, { "score": 9.82221794128418, "text": "Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4. 4.4 Philips shall confirm to Customer the receipt of each Purchase Order issued hereunder (each, a \"Confirmation\") within seven (7) days following Philips's receipt thereof in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Each Confirmation must reference Customer's Purchase Order number, confirm acceptance of the Purchase Order, include a confirmed date of Delivery (which may differ from the requested one in the Purchase Order) or, solely if permitted under this clause 4.4, advise Customer of Philips's rejection of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order.", "probability": 0.03141713599008691 }, { "score": 9.683844566345215, "text": "No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below. Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4. 4.4 Philips shall confirm to Customer the receipt of each Purchase Order issued hereunder (each, a \"Confirmation\") within seven (7) days following Philips's receipt thereof in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Each Confirmation must reference Customer's Purchase Order number, confirm acceptance of the Purchase Order, include a confirmed date of Delivery (which may differ from the requested one in the Purchase Order) or, solely if permitted under this clause 4.4, advise Customer of Philips's rejection of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order. Customer may withdraw any Purchase Order prior to Philips' acceptance thereof.", "probability": 0.027357209655723233 }, { "score": 9.643306732177734, "text": "If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order. Customer may withdraw any Purchase Order prior to Philips' acceptance thereof.", "probability": 0.02627038521089502 }, { "score": 9.621468544006348, "text": "Customer may withdraw any Purchase Order prior to Philips' acceptance thereof. Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept.", "probability": 0.025702906501421124 }, { "score": 9.58554458618164, "text": "If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order.", "probability": 0.024795944736788 }, { "score": 9.54912281036377, "text": "No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below. Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4. 4.4 Philips shall confirm to Customer the receipt of each Purchase Order issued hereunder (each, a \"Confirmation\") within seven (7) days following Philips's receipt thereof in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Each Confirmation must reference Customer's Purchase Order number, confirm acceptance of the Purchase Order, include a confirmed date of Delivery (which may differ from the requested one in the Purchase Order) or, solely if permitted under this clause 4.4, advise Customer of Philips's rejection of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order.", "probability": 0.02390908100893929 }, { "score": 9.504277229309082, "text": "Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4.", "probability": 0.022860551067131297 }, { "score": 9.39881706237793, "text": "No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below.", "probability": 0.020572445787850523 }, { "score": 9.39773941040039, "text": "Customer may withdraw any Purchase Order prior to Philips' acceptance thereof.", "probability": 0.020550287792412632 }, { "score": 9.393383979797363, "text": "Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4.", "probability": 0.02046097707456104 }, { "score": 9.12028980255127, "text": "No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below. Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4.", "probability": 0.015571235554151047 }, { "score": 8.555779457092285, "text": "No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below.", "probability": 0.008854404262709044 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Change Of Control": [ { "text": "", "score": 12.237466812133789, "probability": 0.8904992792085847 }, { "score": 8.909473419189453, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "probability": 0.031937756535737175 }, { "score": 8.424718856811523, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 0.01966881404456911 }, { "score": 8.283164978027344, "text": "Within [Redacted - Commercially Sensitive - Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the \"Transition Plan\") to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer.", "probability": 0.01707269594812386 }, { "score": 7.7590107917785645, "text": "Customer originally desired to take over responsibility for the manufacture of the Product immediately upon closing of the transactions contemplated by the Purchase Agreement;", "probability": 0.010107990735263679 }, { "score": 7.0487823486328125, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 0.0049683998664357375 }, { "score": 6.976972579956055, "text": "Within [Redacted - Commercially Sensitive - Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the \"Transition Plan\") to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer. The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the \"Transition Plan Term Sheet\").", "probability": 0.004624129149005993 }, { "score": 6.923527717590332, "text": "Within [Redacted - Commercially Sensitive - Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the \"Transition Plan\") to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer", "probability": 0.004383481180430713 }, { "score": 6.763296127319336, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party", "probability": 0.0037344912899487516 }, { "score": 6.32828426361084, "text": "Within [Redacted - Commercially Sensitive - Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the \"Transition Plan\") to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer. The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the \"Transition Plan Term Sheet\"). In connection with the negotiation and ultimately implementation of the Transition Plan, Parties shall install a project team which:", "probability": 0.002417175584657872 }, { "score": 6.058088302612305, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate", "probability": 0.001844860719366491 }, { "score": 5.907637119293213, "text": "C. Customer originally desired to take over responsibility for the manufacture of the Product immediately upon closing of the transactions contemplated by the Purchase Agreement;", "probability": 0.0015871700703201815 }, { "score": 5.711069107055664, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 0.0013039323563940268 }, { "score": 5.62691068649292, "text": "Customer originally desired to take over responsibility for the manufacture of the Product immediately upon closing of the transactions contemplated by the Purchase Agreement", "probability": 0.0011986862527091744 }, { "score": 5.547239780426025, "text": "Within [Redacted - Commercially Sensitive - Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the \"Transition Plan\") to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer. The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the \"Transition Plan Term Sheet\"). In connection with the negotiation and ultimately implementation of the Transition Plan, Parties shall install a project team which", "probability": 0.0011068910852724157 }, { "score": 5.249783992767334, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 0.0008220940075406948 }, { "score": 5.244166374206543, "text": "The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the \"Transition Plan Term Sheet\").", "probability": 0.0008174887444019911 }, { "score": 5.139745235443115, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate. Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party.", "probability": 0.0007364313317166727 }, { "score": 4.928503513336182, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.0005961988625985585 }, { "score": 4.8871259689331055, "text": "but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "probability": 0.0005720330269222913 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Anti-Assignment": [ { "score": 12.705198287963867, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate. Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party.", "probability": 0.29609187950266075 }, { "score": 12.396692276000977, "text": "Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party.", "probability": 0.21749237619145775 }, { "score": 12.389984130859375, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "probability": 0.21603828833370267 }, { "text": "", "score": 12.165255546569824, "probability": 0.17255690540729474 }, { "score": 10.772342681884766, "text": "Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party.", "probability": 0.04285465199541624 }, { "score": 9.549690246582031, "text": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "probability": 0.012618471954246693 }, { "score": 9.341211318969727, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate", "probability": 0.010243904450074216 }, { "score": 8.79636287689209, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party", "probability": 0.005940744123305224 }, { "score": 8.779816627502441, "text": "Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party", "probability": 0.005843255846324313 }, { "score": 8.41385269165039, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "probability": 0.004052460443508857 }, { "score": 8.147382736206055, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate. Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party", "probability": 0.0031045049246827285 }, { "score": 8.097540855407715, "text": "The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products.", "probability": 0.002953563411034109 }, { "score": 7.983985900878906, "text": "This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate. Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party.", "probability": 0.0026365135590551386 }, { "score": 7.764939308166504, "text": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology", "probability": 0.002117869922592441 }, { "score": 7.668771743774414, "text": "This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "probability": 0.0019236862470649156 }, { "score": 7.396867752075195, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 0.0014657092778285873 }, { "score": 6.629101753234863, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology", "probability": 0.0006801603329565273 }, { "score": 6.486640453338623, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.0005898494024545519 }, { "score": 6.2145280838012695, "text": "Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party", "probability": 0.0004493287869564609 }, { "score": 5.952853202819824, "text": "This", "probability": 0.00034587588738322657 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.124776840209961, "probability": 0.9867123346796508 }, { "score": 7.664881706237793, "text": "The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips.", "probability": 0.011409922924352703 }, { "score": 5.3113789558410645, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.0010843499232562064 }, { "score": 4.472196102142334, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.0004685079561173142 }, { "score": 3.3446011543273926, "text": "The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips", "probability": 0.0001517080781600171 }, { "score": 2.676576852798462, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 7.778385063856367e-05 }, { "score": 1.866328477859497, "text": "The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips. Such materials, parts and/or components shall be delivered to Customer [Redacted - Commercially Sensitive].", "probability": 3.4594179983955726e-05 }, { "score": 1.5966870784759521, "text": "The", "probability": 2.641795942128634e-05 }, { "score": 0.1098780632019043, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 5.972914771578856e-06 }, { "score": 0.032230377197265625, "text": "The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips. Such materials, parts and/or components shall be delivered to Customer [Redacted - Commercially Sensitive]. Upon payment the title of the materials, parts and/or components shall transfer to Customer.", "probability": 5.526680470404737e-06 }, { "score": 0.023766040802001953, "text": "Customer", "probability": 5.480098209831008e-06 }, { "score": -0.5648708343505859, "text": "The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips. Such materials, parts and/or components shall be delivered to Customer [Redacted - Commercially Sensitive]. Upon payment the title of the materials, parts and/or components shall transfer to Customer.\n\n- 8 -\n\n\n\n\n\n4. PURCHASE ORDERS 4.1 Customer shall place Purchase Orders in writing (or any other mutually agreed manner of communication, e.g. email or EDI) within the Lead-Time and in accordance with the Forecast provided to Philips in accordance with clause 3. 4.2 Each Purchase Order shall be given in writing (or such other manner of communication (e-mail) as may be mutually agreed from time to time) and shall specify: (a) Purchase Order number; (b) the type (including Product name and codes) and quantity of Products ordered; (c) the requested date of Delivery; (d) destination - ship to address; (e) the services ordered for the ordered Product; and (f) such other information as Philips may reasonably request from time to time.", "probability": 3.041911641257327e-06 }, { "score": -0.6278033256530762, "text": "The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips. Such materials, parts and/or components shall be delivered to Customer [Redacted - Commercially Sensitive]. Upon payment the title of the materials, parts and/or components shall transfer to Customer.\n\n- 8 -\n\n\n\n\n\n4. PURCHASE ORDERS 4.1 Customer shall place Purchase Orders in writing (or any other mutually agreed manner of communication, e.g. email or EDI) within the Lead-Time and in accordance with the Forecast provided to Philips in accordance with clause 3.", "probability": 2.856375906805922e-06 }, { "score": -0.8133645057678223, "text": "The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips. Such", "probability": 2.372614414743425e-06 }, { "score": -0.9519721269607544, "text": "13. INTELLECTUAL PROPERTY RIGHTS 13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 2.065525874027666e-06 }, { "score": -1.0892834663391113, "text": "same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips.", "probability": 1.8005164045264472e-06 }, { "score": -1.1929025650024414, "text": "Customer", "probability": 1.623289127436374e-06 }, { "score": -1.3841935396194458, "text": "13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 1.34066189282601e-06 }, { "score": -1.5303544998168945, "text": "The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips. Such materials, parts and/or components shall be delivered to Customer [Redacted - Commercially Sensitive]. Upon payment the title of the materials, parts and/or components shall transfer to Customer.\n\n- 8 -\n\n\n\n\n\n4. PURCHASE ORDERS 4.1 Customer shall place Purchase Orders in writing (or any other mutually agreed manner of communication, e.g. email or EDI) within the Lead-Time and in accordance with the Forecast provided to Philips in accordance with clause 3. 4.2 Each Purchase Order shall be given in writing (or such other manner of communication (e-mail) as may be mutually agreed from time to time) and shall specify: (a) Purchase Order number; (b) the type (including Product name and codes) and quantity of Products ordered; (c) the requested date of Delivery; (d) destination - ship to address; (e) the services ordered for the ordered Product; and (f) such other information as Philips may reasonably request from time to time. 4.3 No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below.", "probability": 1.1583568377001212e-06 }, { "score": -1.545011281967163, "text": ".", "probability": 1.1415028680731117e-06 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Price Restrictions": [ { "score": 13.246427536010742, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.4306058286319158 }, { "score": 13.111841201782227, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.3763828286357406 }, { "text": "", "score": 12.077760696411133, "probability": 0.13382410404863895 }, { "score": 10.596070289611816, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 0.03041195764049096 }, { "score": 9.277181625366211, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "probability": 0.008133141117556973 }, { "score": 8.931855201721191, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder", "probability": 0.00575817616542 }, { "score": 8.90938949584961, "text": "3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.005630256951160697 }, { "score": 7.680598735809326, "text": "below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.0016476735457732691 }, { "score": 7.343962669372559, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter. 3.5 The reasonable and documented costs of all materials, parts and components which have been purchased and paid for by Philips in order to meet Customer's demand as may be concluded, based on the historical operations of Philips in the ordinary course of business, on the basis of Customer's Forecast, shall be reimbursed, at inventory value without additional mark up by Customer against invoice in accordance with the payment terms of this Agreement in such instance where any such materials are not used in the production of any Products to meet any Purchase Orders of Customer within [Redacted - Commercially Sensitive] of the purchase of such materials.", "probability": 0.001176716878450653 }, { "score": 7.321741104125977, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter", "probability": 0.0011508567776480402 }, { "score": 7.318470001220703, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter", "probability": 0.0011470983571405362 }, { "score": 7.294069290161133, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder. For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering any \"Forecast\" contemplated by the RPA, the Customer's obligations to deliver the Forecast hereunder (solely in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding \"Forecast\" under the RPA.", "probability": 0.0011194470690554543 }, { "score": 7.275569915771484, "text": "Such Production Plan may be updated, and the production capacity may be increased only by the Parties' written agreement and any reasonable additional incremental (and documented) investment required to exclusively satisfy such increase shall be borne by Customer. Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "probability": 0.0010989283752819822 }, { "score": 6.915528297424316, "text": "3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.00076666440351266 }, { "score": 6.600887298583984, "text": "Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 0.0005597040503212722 }, { "score": 5.118751525878906, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter. 3.5 The reasonable and documented costs of all materials, parts and components which have been purchased and paid for by Philips in order to meet Customer's demand as may be concluded, based on the historical operations of Philips in the ordinary course of business, on the basis of Customer's Forecast, shall be reimbursed, at inventory value without additional mark up by Customer against invoice in accordance with the payment terms of this Agreement in such instance where any such materials are not used in the production of any Products to meet any Purchase Orders of Customer within [Redacted - Commercially Sensitive] of the purchase of such materials", "probability": 0.00012713790834184972 }, { "score": 5.096297264099121, "text": "The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.00012431493298916714 }, { "score": 5.046673774719238, "text": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period. The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.00011829655368909537 }, { "score": 4.982053756713867, "text": "Customer", "probability": 0.00011089398120312652 }, { "score": 4.936672687530518, "text": "Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder", "probability": 0.00010597397566885643 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.166670799255371, "probability": 0.8816017028915833 }, { "score": 8.749752044677734, "text": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period.", "probability": 0.028928336469352837 }, { "score": 8.626556396484375, "text": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period. The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.02557527251280008 }, { "score": 8.600829124450684, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 0.024925682439299136 }, { "score": 8.227991104125977, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.01716823158021831 }, { "score": 7.425017356872559, "text": "\"Lead-Time\" means, as applicable, the minimum number of days required between the date of the Purchase Order and the date of Delivery requested in a Purchase Order as such number is listed in Schedule 2.", "probability": 0.0076912777541833215 }, { "score": 6.515744209289551, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder", "probability": 0.003098176708851416 }, { "score": 5.934825897216797, "text": "Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder.", "probability": 0.001733071846846037 }, { "score": 5.785421371459961, "text": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period. The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4.", "probability": 0.0014925572771429688 }, { "score": 5.7770538330078125, "text": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period", "probability": 0.0014801203525218515 }, { "score": 5.432814121246338, "text": "Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder. For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering any \"Forecast\" contemplated by the RPA, the Customer's obligations to deliver the Forecast hereunder (solely in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding \"Forecast\" under the RPA.", "probability": 0.0010490486354588194 }, { "score": 5.401182174682617, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "probability": 0.001016384523346494 }, { "score": 5.248159885406494, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.0008721703280108118 }, { "score": 4.912275314331055, "text": "The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.0006233450164960663 }, { "score": 4.817359924316406, "text": "For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering any \"Forecast\" contemplated by the RPA, the Customer's obligations to deliver the Forecast hereunder (solely in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding \"Forecast\" under the RPA. 3.3 Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period.", "probability": 0.0005669010502976149 }, { "score": 4.805447101593018, "text": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period. The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order.", "probability": 0.0005601877253024576 }, { "score": 4.694164276123047, "text": "For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering any \"Forecast\" contemplated by the RPA, the Customer's obligations to deliver the Forecast hereunder (solely in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding \"Forecast\" under the RPA. 3.3 Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period. The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.0005011919321567004 }, { "score": 4.48864221572876, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.\n\n- 7 -\n\n\n\n\n\n3.2 Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period.", "probability": 0.00040808156369607026 }, { "score": 4.450819969177246, "text": "Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period].", "probability": 0.00039293524169628665 }, { "score": 4.230776309967041, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter. 3.5 The reasonable and documented costs of all materials, parts and components which have been purchased and paid for by Philips in order to meet Customer's demand as may be concluded, based on the historical operations of Philips in the ordinary course of business, on the basis of Customer's Forecast, shall be reimbursed, at inventory value without additional mark up by Customer against invoice in accordance with the payment terms of this Agreement in such instance where any such materials are not used in the production of any Products to meet any Purchase Orders of Customer within [Redacted - Commercially Sensitive] of the purchase of such materials.", "probability": 0.00031532415073929184 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.067096710205078, "probability": 0.7857597695961193 }, { "score": 9.903937339782715, "text": "Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period].", "probability": 0.0903319969909714 }, { "score": 9.316593170166016, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "probability": 0.05020665406592409 }, { "score": 9.205540657043457, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.04492952072629182 }, { "score": 7.833340644836426, "text": "Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period].", "probability": 0.011391814186926667 }, { "score": 7.706881523132324, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 0.010038582529682611 }, { "score": 6.689668655395508, "text": "Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period", "probability": 0.0036299651738756207 }, { "score": 5.189521312713623, "text": "(d) Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period].", "probability": 0.0008098353784724003 }, { "score": 5.051555633544922, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter", "probability": 0.0007054707506439013 }, { "score": 4.904116153717041, "text": "Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period", "probability": 0.000608761053273902 }, { "score": 4.456423759460449, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan", "probability": 0.00038905994706235473 }, { "score": 4.414800643920898, "text": "Such Production Plan may be updated, and the production capacity may be increased only by the Parties' written agreement and any reasonable additional incremental (and documented) investment required to exclusively satisfy such increase shall be borne by Customer. Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "probability": 0.00037319845226496646 }, { "score": 3.7257211208343506, "text": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.\n\n- 7 -\n\n\n\n\n\n3.2 Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period.", "probability": 0.0001873597936846497 }, { "score": 3.5042004585266113, "text": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter. 3.5 The reasonable and documented costs of all materials, parts and components which have been purchased and paid for by Philips in order to meet Customer's demand as may be concluded, based on the historical operations of Philips in the ordinary course of business, on the basis of Customer's Forecast, shall be reimbursed, at inventory value without additional mark up by Customer against invoice in accordance with the payment terms of this Agreement in such instance where any such materials are not used in the production of any Products to meet any Purchase Orders of Customer within [Redacted - Commercially Sensitive] of the purchase of such materials.", "probability": 0.0001501312837590275 }, { "score": 3.2830379009246826, "text": "Notwithstanding", "probability": 0.00012034319013247747 }, { "score": 2.9842514991760254, "text": "3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 8.926068889514745e-05 }, { "score": 2.8238277435302734, "text": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period. The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 7.603071636819521e-05 }, { "score": 2.7541604042053223, "text": "The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "probability": 7.091415649254054e-05 }, { "score": 2.729003667831421, "text": "Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period]. For the purposes of this clause 15, \"Force Majeure\" means any prevention, delay, stoppage or interruption in the performance of any obligation or the occurrence of any event due to an act of God, the occurrence of enemy or hostile actions, sabotage, war, blockades, terrorist attacks, insurrections, riots, epidemics, nuclear and radiation activity or fall-out, civil disturbances, explosions, fire or other casualty, failure of energy sources, any industry-wide material shortage and changes in governmental or regulatory action or legislation or regulation, third party labour disputes or strikes or any other similar causes beyond the control of the Party seeking relief from its obligations as a result of such event, but not including, for clarity, any financial inability of Philips or any of its Affiliates or the failure of any subcontractor to perform obligations owed to Philips unless when those are caused by Force Majeure.", "probability": 6.915244017812932e-05 }, { "score": 2.6227056980133057, "text": "Philips", "probability": 6.217887898096324e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Ip Ownership Assignment": [ { "score": 12.396278381347656, "text": "Upon payment the title of the materials, parts and/or components shall transfer to Customer.", "probability": 0.2632844758460751 }, { "text": "", "score": 12.231292724609375, "probability": 0.22324045142723167 }, { "score": 11.879928588867188, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.15710043470815782 }, { "score": 11.560361862182617, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.11412776719244681 }, { "score": 11.200182914733887, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "probability": 0.0796099940374706 }, { "score": 11.194295883178711, "text": "Upon payment the title of the materials, parts and/or components shall transfer to Customer.", "probability": 0.07914270431471265 }, { "score": 10.342281341552734, "text": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "probability": 0.033758696730310005 }, { "score": 9.487282752990723, "text": "The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products.", "probability": 0.014357026536283323 }, { "score": 9.113750457763672, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology", "probability": 0.009881923521620081 }, { "score": 8.659440040588379, "text": "Upon payment the title of the materials, parts and/or components shall transfer to Customer", "probability": 0.00627389117395773 }, { "score": 8.611701965332031, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.005981424132170352 }, { "score": 8.25584888458252, "text": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology", "probability": 0.00419043944559864 }, { "score": 7.906993865966797, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 0.002956335780322338 }, { "score": 7.854975700378418, "text": "13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.0028064839144458565 }, { "score": 7.494797229766846, "text": "13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "probability": 0.001957667969228868 }, { "score": 5.859273910522461, "text": "The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products", "probability": 0.00038145233922573074 }, { "score": 5.569582939147949, "text": "Upon payment the title of the materials, parts and/or components shall transfer to Customer", "probability": 0.00028551510691952653 }, { "score": 5.408364772796631, "text": "13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology", "probability": 0.0002430037256822237 }, { "score": 5.372096061706543, "text": "the title of the materials, parts and/or components shall transfer to Customer.", "probability": 0.0002343482048366207 }, { "score": 5.140840530395508, "text": "Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.00018596389330398616 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.227222442626953, "probability": 0.7495743110938541 }, { "score": 10.66624927520752, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.15735938923737258 }, { "score": 9.19367504119873, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.03608791550547397 }, { "score": 8.630090713500977, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.020539990275510046 }, { "score": 7.960782527923584, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.010517763035433924 }, { "score": 7.5838518142700195, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "probability": 0.007214802597428471 }, { "score": 7.125140190124512, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.004560458686819129 }, { "score": 7.105477333068848, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology. For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.004471662889975143 }, { "score": 6.324697971343994, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.0020482402070574114 }, { "score": 5.924623489379883, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.0013728742117108575 }, { "score": 5.881220817565918, "text": "13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.001314562400711765 }, { "score": 5.64143180847168, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology", "probability": 0.0010342896121923054 }, { "score": 5.612993240356445, "text": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "probability": 0.0010052902018761753 }, { "score": 5.506052017211914, "text": "The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products.", "probability": 0.0009033321486541436 }, { "score": 5.134618759155273, "text": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology. For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.000623068868299675 }, { "score": 4.519253730773926, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.00033673357104962987 }, { "score": 4.490654945373535, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer", "probability": 0.000327239802107535 }, { "score": 4.455228805541992, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology. For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'),", "probability": 0.0003158499004242503 }, { "score": 4.024322509765625, "text": "All", "probability": 0.00020527710668874046 }, { "score": 3.930795669555664, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 0.0001869486473604036 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__License Grant": [ { "score": 13.653632164001465, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.844267573103703 }, { "text": "", "score": 11.818206787109375, "probability": 0.13469919365965202 }, { "score": 9.909879684448242, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 0.01997970472421025 }, { "score": 5.424257278442383, "text": "Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.00022516869290271975 }, { "score": 5.32359504699707, "text": "13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.00020360617963836083 }, { "score": 4.848260879516602, "text": "Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.00012657733542366584 }, { "score": 4.778278827667236, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer", "probability": 0.00011802204354759465 }, { "score": 4.385946273803711, "text": "Customer", "probability": 7.972146427343016e-05 }, { "score": 4.354024887084961, "text": ".", "probability": 7.721683291181603e-05 }, { "score": 4.063576698303223, "text": "13. INTELLECTUAL PROPERTY RIGHTS 13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 5.775265297918622e-05 }, { "score": 3.347914695739746, "text": "during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 2.8233445471468557e-05 }, { "score": 3.3413870334625244, "text": "1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 2.804974728665108e-05 }, { "score": 2.8586535453796387, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant", "probability": 1.730933816945137e-05 }, { "score": 2.764728546142578, "text": "grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 1.5757573947197882e-05 }, { "score": 2.7486801147460938, "text": "have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 1.5506707989519462e-05 }, { "score": 2.5506911277770996, "text": "Customer pursuant to this Agreement.", "probability": 1.2721375856148587e-05 }, { "score": 2.5439369678497314, "text": "make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 1.2635743163109161e-05 }, { "score": 2.487549304962158, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to", "probability": 1.1942958932308427e-05 }, { "score": 2.4659128189086914, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights.", "probability": 1.168733068874911e-05 }, { "score": 2.460056781768799, "text": ". For greater certainty, Philips will only engage third party support to assist with the transition if such additional support is required in order to implement the Transition Plan and such additional support is previously approved by Customer in writing (not to be unreasonably withheld). If to the opinion of the Project Team, circumstances occur in which the timely and/or proper execution of the Transition Plan is obstructed, this shall be immediately reported to the relevant executive officers of both Parties for immediate resolution.\n\n- 16 -\n\n\n\n\n\n13. INTELLECTUAL PROPERTY RIGHTS 13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 1.161908925337742e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Transferable License": [ { "score": 13.872812271118164, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.7857152282406921 }, { "text": "", "score": 12.070972442626953, "probability": 0.12963912039286613 }, { "score": 11.182616233825684, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.05332463313025843 }, { "score": 9.884644508361816, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 0.014562164012944068 }, { "score": 8.662224769592285, "text": "The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products.", "probability": 0.004288799771349164 }, { "score": 8.471257209777832, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product", "probability": 0.0035432321964124517 }, { "score": 8.363863945007324, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 0.0031824333088122272 }, { "score": 8.013492584228516, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product. 13.4 The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products.", "probability": 0.002241790181495902 }, { "score": 7.691873550415039, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.0016252403313157867 }, { "score": 6.335618019104004, "text": "13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.0004187003247800515 }, { "score": 5.881280422210693, "text": "Until such time as the manufacturing of the Product can be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract manufacturer to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from Philips under this Agreement;", "probability": 0.0002658195916542942 }, { "score": 5.690000534057617, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party", "probability": 0.0002195407717735924 }, { "score": 5.5323896408081055, "text": "manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product. 13.4 The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products.", "probability": 0.00018752779424832636 }, { "score": 5.464947700500488, "text": "provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.00017529760509946496 }, { "score": 5.095439910888672, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights.", "probability": 0.00012114368742972828 }, { "score": 5.08966064453125, "text": "For", "probability": 0.00012044558499555356 }, { "score": 5.077585220336914, "text": "After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer.", "probability": 0.00011899989966316333 }, { "score": 4.9329915046691895, "text": "The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products.", "probability": 0.00010297939650382739 }, { "score": 4.633012771606445, "text": "Customer", "probability": 7.629063573575358e-05 }, { "score": 4.555678844451904, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "probability": 7.06131419699719e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Affiliate License-Licensor": [ { "score": 12.986896514892578, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.599743360282976 }, { "text": "", "score": 12.117044448852539, "probability": 0.2513005830822808 }, { "score": 11.001070022583008, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.08232504200870036 }, { "score": 10.09213638305664, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.03317317936603154 }, { "score": 9.85634708404541, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 0.026205056805933234 }, { "score": 7.503837585449219, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.002492890551889178 }, { "score": 7.257227897644043, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.0019480584572047809 }, { "score": 6.594903945922852, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.0010045194439009867 }, { "score": 6.084630012512207, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "probability": 0.0006030442682921752 }, { "score": 5.268163204193115, "text": "Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.0002665398595285897 }, { "score": 4.793089866638184, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights.", "probability": 0.0001657449998143549 }, { "score": 4.737592697143555, "text": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "probability": 0.00015679720650234075 }, { "score": 4.529205322265625, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All", "probability": 0.0001273024711260705 }, { "score": 4.369340896606445, "text": "Customer", "probability": 0.00010849471819298972 }, { "score": 4.277548789978027, "text": "13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 9.89791661360593e-05 }, { "score": 3.886340856552124, "text": "Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 6.6933624650783e-05 }, { "score": 3.7482800483703613, "text": "13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 5.8302247505645494e-05 }, { "score": 3.6947593688964844, "text": "\"Intellectual Property Rights\" means, in any and all jurisdictions, all:", "probability": 5.526390394420095e-05 }, { "score": 3.620271682739258, "text": "All", "probability": 5.129700034599297e-05 }, { "score": 3.5664796829223633, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product,", "probability": 4.8610535043745505e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.16905403137207, "probability": 0.6335145721062548 }, { "score": 11.340386390686035, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.27661187804417164 }, { "score": 9.280930519104004, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.03527447059766227 }, { "score": 8.844245910644531, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.022793488003983713 }, { "score": 8.5402193069458, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.016817975381748694 }, { "score": 8.0584077835083, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 0.01038784896339968 }, { "score": 5.798609256744385, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.001084195489260745 }, { "score": 5.5268425941467285, "text": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology. For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.0008261917122858529 }, { "score": 5.4755706787109375, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology. For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.0007848989068080534 }, { "score": 5.36192512512207, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.0007005805684285191 }, { "score": 4.671112537384033, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product", "probability": 0.0003511090247383789 }, { "score": 3.617194414138794, "text": "13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.00012238583836853337 }, { "score": 3.585846185684204, "text": "provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.00011860877064755452 }, { "score": 3.5508100986480713, "text": "13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.00011452513840554988 }, { "score": 3.506009340286255, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product", "probability": 0.0001095075602145545 }, { "score": 3.2726330757141113, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "probability": 8.671417154218365e-05 }, { "score": 3.248839855194092, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All", "probability": 8.467531381734987e-05 }, { "score": 3.1173043251037598, "text": "For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering any \"Forecast\" contemplated by the RPA, the Customer's obligations to deliver the Forecast hereunder (solely in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding \"Forecast\" under the RPA.", "probability": 7.423892250835892e-05 }, { "score": 3.0779547691345215, "text": "On termination or expiry of this Agreement, each Party shall promptly:", "probability": 7.137438266606097e-05 }, { "score": 3.0693252086639404, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product", "probability": 7.076110308727015e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.755245208740234, "probability": 0.8092848793276538 }, { "score": 10.282978057861328, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.18565383578807107 }, { "score": 6.603261470794678, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 0.004684069365883695 }, { "score": 2.476590156555176, "text": "13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 7.558449877337297e-05 }, { "score": 2.3309850692749023, "text": "Customer", "probability": 6.534272643554515e-05 }, { "score": 1.7543535232543945, "text": "Customer grants to Philips, during the Term", "probability": 3.6708729440121974e-05 }, { "score": 1.7119803428649902, "text": "Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 3.518575825802371e-05 }, { "score": 1.495478630065918, "text": "13. INTELLECTUAL PROPERTY RIGHTS 13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 2.833618735687358e-05 }, { "score": 1.1838030815124512, "text": ".", "probability": 2.07482964484885e-05 }, { "score": 0.8767743110656738, "text": "grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 1.526305761882854e-05 }, { "score": 0.8059325218200684, "text": "provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 1.4219205982643352e-05 }, { "score": 0.749237060546875, "text": "1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 1.3435468639854319e-05 }, { "score": 0.7157506942749023, "text": "Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 1.2993013074865578e-05 }, { "score": 0.6256942749023438, "text": "during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 1.187404989441292e-05 }, { "score": 0.5550260543823242, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights.", "probability": 1.1063895146369213e-05 }, { "score": 0.29064154624938965, "text": "Customer pursuant to this Agreement.", "probability": 8.493512265456038e-06 }, { "score": 0.17224383354187012, "text": "For greater certainty, Philips will only engage third party support to assist with the transition if such additional support is required in order to implement the Transition Plan and such additional support is previously approved by Customer in writing (not to be unreasonably withheld). If to the opinion of the Project Team, circumstances occur in which the timely and/or proper execution of the Transition Plan is obstructed, this shall be immediately reported to the relevant executive officers of both Parties for immediate resolution.\n\n- 16 -\n\n\n\n\n\n13. INTELLECTUAL PROPERTY RIGHTS 13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 7.545149424530726e-06 }, { "score": 0.1060342788696289, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant", "probability": 7.0617672706064315e-06 }, { "score": 0.05979728698730469, "text": "Customer grants to Philips, during the Term,", "probability": 6.74268591945921e-06 }, { "score": 0.04105907678604126, "text": "(x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 6.61751644181366e-06 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.088062286376953, "probability": 0.7917502332354945 }, { "score": 10.264491081237793, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.1278266149379232 }, { "score": 9.552783966064453, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 0.06273802101874404 }, { "score": 8.068228721618652, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product", "probability": 0.014216630129497488 }, { "score": 6.000266075134277, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement", "probability": 0.0017975951947866676 }, { "score": 4.842358112335205, "text": "For", "probability": 0.0005647013938295829 }, { "score": 4.528042793273926, "text": "provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.00041239505689486997 }, { "score": 3.922395706176758, "text": "manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 0.00022505271840525954 }, { "score": 2.8429653644561768, "text": "irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 7.647044582187217e-05 }, { "score": 2.640355110168457, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the", "probability": 6.244549415793659e-05 }, { "score": 2.4484424591064453, "text": "13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 5.15411971071125e-05 }, { "score": 2.3954362869262695, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable", "probability": 4.888033945660269e-05 }, { "score": 2.331780433654785, "text": "provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product", "probability": 4.586578463299401e-05 }, { "score": 2.0571584701538086, "text": "Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 3.485154408274191e-05 }, { "score": 1.9949209690093994, "text": "a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "probability": 3.27485911100533e-05 }, { "score": 1.8857922554016113, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)),", "probability": 2.936287813337684e-05 }, { "score": 1.8354601860046387, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product,", "probability": 2.792156023320066e-05 }, { "score": 1.5574655532836914, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product. 13.4 The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products.", "probability": 2.1145022307254658e-05 }, { "score": 1.4927339553833008, "text": "Customer", "probability": 1.981963133334493e-05 }, { "score": 1.3798418045043945, "text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without", "probability": 1.770382604775561e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.23292350769043, "probability": 0.9999939079786118 }, { "score": -1.3409771919250488, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 1.2732895726217743e-06 }, { "score": -1.4737308025360107, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 1.1149952621362409e-06 }, { "score": -1.6703578233718872, "text": "On termination or expiry of this Agreement, each Party shall promptly:", "probability": 9.159652376993709e-07 }, { "score": -2.0248196125030518, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 6.425962588137569e-07 }, { "score": -2.2145824432373047, "text": "After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer.", "probability": 5.315268925588866e-07 }, { "score": -2.8426523208618164, "text": "Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3.", "probability": 2.836337849252747e-07 }, { "score": -2.9410481452941895, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 2.570544915819383e-07 }, { "score": -3.2456705570220947, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3.", "probability": 1.8955243350242033e-07 }, { "score": -3.2710988521575928, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 1.8479320426219347e-07 }, { "score": -3.4038524627685547, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 1.6181986537678552e-07 }, { "score": -3.794543981552124, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 1.0948551480977566e-07 }, { "score": -3.9782114028930664, "text": "(b) The applicable export control classification number of items known by Philips to be so subject to control. 16.3 Each Party will provide the other with reasonable assistance when applying for export licences for the Product. 16.4 Customer warrants that it will comply in all respects with the export, re-export and transfer restrictions set forth in such Export Regulations or in export licenses (if any) for every Product. Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 9.111521770906998e-08 }, { "score": -4.391211032867432, "text": "On termination or expiry of this Agreement, each Party shall promptly:", "probability": 6.028752525766532e-08 }, { "score": -4.469854831695557, "text": "Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3. 12.3 Without prejudice to any other right or remedy a Party may have against the other Party for breach or non-performance of this Agreement, Each Party may suspend performance of its obligations under the Agreement or terminate this Agreement upon written notice to the other Party if:", "probability": 5.5727927102074486e-08 }, { "score": -4.492011070251465, "text": "Customer may withdraw any Purchase Order prior to Philips' acceptance thereof. Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept.", "probability": 5.450678378076174e-08 }, { "score": -4.561321258544922, "text": "Philips represents and warrants to Customer that all Products delivered and any services provided hereunder:", "probability": 5.085685789898198e-08 }, { "score": -4.7948503494262695, "text": "Philips undertakes to provide Customer on request and in a timely fashion, with the following information in relation to the Products:", "probability": 4.026513217178099e-08 }, { "score": -4.8711700439453125, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 3.730644848230921e-08 }, { "score": -4.872872829437256, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3. 12.3 Without prejudice to any other right or remedy a Party may have against the other Party for breach or non-performance of this Agreement, Each Party may suspend performance of its obligations under the Agreement or terminate this Agreement upon written notice to the other Party if:", "probability": 3.724297765701387e-08 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.375409126281738, "probability": 0.1611784362705385 }, { "score": 12.307796478271484, "text": "On termination or expiry of this Agreement Philips shall facilitate an orderly transition of suppliers from Philips to Customer in accordance with the requirements outlined in Section 5.4 (Material Supplier Contracts) of the Purchase Agreement, including using commercially reasonable best efforts to assist Customer to enter into supply agreements directly with the counterparties to the Material Supplier Contracts (as defined in the Purchase Agreement) on terms that are satisfactory to the Customer, acting reasonably.", "probability": 0.15064098198491196 }, { "score": 11.953019142150879, "text": "Each party's obligation to protect the Confidential Information of the other Party shall continue for a period of [Redacted - Commercial Sensitive - Time Period] following the date of termination of this Agreement.", "probability": 0.10564897761909028 }, { "score": 11.795513153076172, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 0.09025293142826252 }, { "score": 11.532896995544434, "text": "Each party's obligation to protect the Confidential Information of the other Party shall continue for a period of [Redacted - Commercial Sensitive - Time Period] following the date of termination of this Agreement.", "probability": 0.06940784631065142 }, { "score": 11.366159439086914, "text": "Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement.", "probability": 0.05874830866304951 }, { "score": 11.201393127441406, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 0.04982396296078833 }, { "score": 11.139732360839844, "text": "Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement.", "probability": 0.04684457868946936 }, { "score": 10.881134033203125, "text": "Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement. The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis. After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer.", "probability": 0.03617025000964088 }, { "score": 10.782553672790527, "text": "As Philips historically manufactured the Product in-house, to enable Customer to prepare for and realize the transition of the manufacturing of the Product to Customer's organization, Customer requires the assistance of Philips to continue manufacturing the Product until such time as the manufacturing process can be transitioned to Customer hereunder; E. Until such time as the manufacturing of the Product can be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract manufacturer to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from Philips under this Agreement;", "probability": 0.03277469086600813 }, { "score": 10.504753112792969, "text": "On termination or expiry of this Agreement, each Party shall promptly:", "probability": 0.02482511984721275 }, { "score": 10.490010261535645, "text": "Records Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement.", "probability": 0.024461811478926475 }, { "score": 10.323246002197266, "text": "As Philips historically manufactured the Product in-house, to enable Customer to prepare for and realize the transition of the manufacturing of the Product to Customer's organization, Customer requires the assistance of Philips to continue manufacturing the Product until such time as the manufacturing process can be transitioned to Customer hereunder;", "probability": 0.02070445567288401 }, { "score": 10.319938659667969, "text": "Records Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement.", "probability": 0.020636092059350738 }, { "score": 10.300495147705078, "text": "After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer.", "probability": 0.020238729536512127 }, { "score": 10.278072357177734, "text": "On termination or expiry of this Agreement, each Party shall promptly: (a) return to the other Party all equipment, materials and property belonging to the other Party that the other Party had supplied to the other Party (or its Affiliates) in connection with the supply and purchase of the Products under this Agreement; (b) cooperate with the other Party to arrange for the sale and purchase of the materials, parts and components as referred to in clause 3.4; (c) return to the other Party all documents and materials (and any copies) containing the other party's Confidential Information; (d) erase all the other party's Confidential Information from its computer systems (to the extent possible); and (e) on request, certify in writing to the other Party that it has complied with the requirements of this clause.", "probability": 0.01978997075776666 }, { "score": 10.202737808227539, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 0.01835387516825606 }, { "score": 10.179014205932617, "text": "Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement. The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis. After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer.", "probability": 0.01792357939708203 }, { "score": 10.076715469360352, "text": "On termination or expiry of this Agreement, each Party shall promptly:", "probability": 0.01618068738208027 }, { "score": 10.026921272277832, "text": "Until such time as the manufacturing of the Product can be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract manufacturer to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from Philips under this Agreement;", "probability": 0.0153947138975181 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Audit Rights": [ { "score": 13.426216125488281, "text": "Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and (ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect of manufacturing, and auditing the Philips facility for compliance with applicable Laws.", "probability": 0.35628977818126983 }, { "score": 12.72722053527832, "text": "Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and (ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect of manufacturing, and auditing the Philips facility for compliance with applicable Laws.", "probability": 0.17710606549612648 }, { "score": 12.646659851074219, "text": "Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and (ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect of manufacturing, and auditing the Philips facility for compliance with applicable Laws. Philips shall give Customer prompt written notice of any upcoming inspections or audits by a Governmental Authority, governmental entity or any third party entity authorized by a Governmental Authority of the Philips facility or any of the foregoing, shall provide Customer with a written summary of such inspection or audit within five (5) Business Days following completion thereof.", "probability": 0.16339786381424123 }, { "score": 12.424074172973633, "text": "Philips shall give Customer prompt written notice of any upcoming inspections or audits by a Governmental Authority, governmental entity or any third party entity authorized by a Governmental Authority of the Philips facility or any of the foregoing, shall provide Customer with a written summary of such inspection or audit within five (5) Business Days following completion thereof.", "probability": 0.13079123562952252 }, { "text": "", "score": 12.269700050354004, "probability": 0.11208172674459332 }, { "score": 10.460409164428711, "text": "Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and (ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect of manufacturing, and auditing the Philips facility for compliance with applicable Laws", "probability": 0.018355649877509244 }, { "score": 10.166560173034668, "text": "Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement.", "probability": 0.013682100297771338 }, { "score": 9.721416473388672, "text": "Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement. The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis. After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer. 17.5 Testing, Documentation, and Quality Assurance Philips shall maintain, and provide Customer reasonable access to, accurate and complete production records with respect to the manufacture of the Product in accordance with the Quality Agreement.", "probability": 0.00876656217552238 }, { "score": 9.481165885925293, "text": "Philips shall maintain, and provide Customer reasonable access to, accurate and complete production records with respect to the manufacture of the Product in accordance with the Quality Agreement.", "probability": 0.00689429421286103 }, { "score": 8.369333267211914, "text": "Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the:", "probability": 0.002267916401383301 }, { "score": 8.345288276672363, "text": "Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement. The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis. After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer.", "probability": 0.0022140347607368287 }, { "score": 8.147163391113281, "text": "Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and (ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect of manufacturing, and auditing the Philips facility for compliance with applicable Laws", "probability": 0.0018161005526119553 }, { "score": 7.96621561050415, "text": "Philips shall maintain, and provide Customer reasonable access to, accurate and complete production records with respect to the manufacture of the Product in accordance with the Quality Agreement.", "probability": 0.0015154976523444048 }, { "score": 7.729299545288086, "text": "After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer. 17.5 Testing, Documentation, and Quality Assurance Philips shall maintain, and provide Customer reasonable access to, accurate and complete production records with respect to the manufacture of the Product in accordance with the Quality Agreement.", "probability": 0.0011958148109564918 }, { "score": 7.365710258483887, "text": "Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement", "probability": 0.0008313025394948244 }, { "score": 7.359907150268555, "text": "Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement. The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis.", "probability": 0.0008264923713605178 }, { "score": 7.092072486877441, "text": "Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and (ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect of manufacturing, and auditing the Philips facility for compliance with applicable Laws. Philips shall give Customer prompt written notice of any upcoming inspections or audits by a Governmental Authority, governmental entity or any third party entity authorized by a Governmental Authority of the Philips facility or any of the foregoing, shall provide Customer with a written summary of such inspection or audit within five (5) Business Days following completion thereof", "probability": 0.0006322949787416263 }, { "score": 6.869487285614014, "text": "Philips shall give Customer prompt written notice of any upcoming inspections or audits by a Governmental Authority, governmental entity or any third party entity authorized by a Governmental Authority of the Philips facility or any of the foregoing, shall provide Customer with a written summary of such inspection or audit within five (5) Business Days following completion thereof", "probability": 0.0005061184954031623 }, { "score": 6.714358329772949, "text": "Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the:", "probability": 0.0004333916690775206 }, { "score": 6.623522758483887, "text": "The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis. After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer. 17.5 Testing, Documentation, and Quality Assurance Philips shall maintain, and provide Customer reasonable access to, accurate and complete production records with respect to the manufacture of the Product in accordance with the Quality Agreement.", "probability": 0.0003957593384720964 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.354724884033203, "probability": 0.9812732367563762 }, { "score": 6.555422782897949, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.002972932526853449 }, { "score": 6.426522254943848, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing", "probability": 0.002613390238772697 }, { "score": 6.260384559631348, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.0022133575702738446 }, { "score": 6.089102745056152, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0018649398687334401 }, { "score": 5.960202217102051, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing", "probability": 0.0016393966579539066 }, { "score": 5.931797027587891, "text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.0015934844447535845 }, { "score": 5.756099224090576, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing]", "probability": 0.001336728605217082 }, { "score": 5.643126487731934, "text": "Notwithstanding any provision to the contrary contained in this Agreement, the Parties shall be excused from the consequences of any breach of this Agreement if and to the extent that such breach was caused in whole or in part by a Force Majeure event, provided that (a) the affected Party shall not in any material way have caused or contributed to such Force Majeure event, (b) the Force Majeure event could not have been prevented by reasonable and ordinary precautions (as would be employed by a reasonably prudent person in the position of the affected party), and (c) the Force Majeure event could not reasonably have been circumvented by the affected Party by reasonable and ordinary commercial means, such as the use of alternate suppliers or subcontractors.", "probability": 0.0011939325866517202 }, { "score": 5.289779186248779, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing]", "probability": 0.0008385385295589886 }, { "score": 5.130789756774902, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same;", "probability": 0.0007152778733926316 }, { "score": 5.110291481018066, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or", "probability": 0.0007007651612470575 }, { "score": 4.3218889236450195, "text": "Furthermore, Philips may even terminate the relevant order in all cases without incurring any liability towards Customer or end-user.", "probability": 0.00031854707560290265 }, { "score": 3.4583330154418945, "text": "the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0001343185691246813 }, { "score": 3.4533355236053467, "text": "(e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.00013364898767944877 }, { "score": 3.329432487487793, "text": "the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing", "probability": 0.00011807426985498545 }, { "score": 3.219867706298828, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products:", "probability": 0.0001058210067084209 }, { "score": 3.0800976753234863, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips", "probability": 9.201752240701596e-05 }, { "score": 2.857273817062378, "text": "Notwithstanding any provision to the contrary contained in this Agreement, the Parties shall be excused from the consequences of any breach of this Agreement if and to the extent that such breach was caused in whole or in part by a Force Majeure event, provided that (a) the affected Party shall not in any material way have caused or contributed to such Force Majeure event, (b) the Force Majeure event could not have been prevented by reasonable and ordinary precautions (as would be employed by a reasonably prudent person in the position of the affected party), and (c) the Force Majeure event could not reasonably have been circumvented by the affected Party by reasonable and ordinary commercial means, such as the use of alternate suppliers or subcontractors. Notwithstanding the foregoing:", "probability": 7.363755557796597e-05 }, { "score": 2.7769525051116943, "text": "FORCE MAJEURE Notwithstanding any provision to the contrary contained in this Agreement, the Parties shall be excused from the consequences of any breach of this Agreement if and to the extent that such breach was caused in whole or in part by a Force Majeure event, provided that (a) the affected Party shall not in any material way have caused or contributed to such Force Majeure event, (b) the Force Majeure event could not have been prevented by reasonable and ordinary precautions (as would be employed by a reasonably prudent person in the position of the affected party), and (c) the Force Majeure event could not reasonably have been circumvented by the affected Party by reasonable and ordinary commercial means, such as the use of alternate suppliers or subcontractors.", "probability": 6.795419325936376e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.172805786132812, "probability": 0.9064889991021111 }, { "score": 9.012184143066406, "text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.03843456755793719 }, { "score": 8.934222221374512, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.035551961473444936 }, { "score": 7.703606128692627, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or", "probability": 0.010385174259466348 }, { "score": 5.638484954833984, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0013168704668921971 }, { "score": 5.530599594116211, "text": "returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.0011821947902008654 }, { "score": 5.361305236816406, "text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement", "probability": 0.0009980801904271924 }, { "score": 5.2833428382873535, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement", "probability": 0.0009232233848875881 }, { "score": 5.237118721008301, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips;", "probability": 0.0008815194871541236 }, { "score": 4.92952299118042, "text": "The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips.", "probability": 0.0006481041304473214 }, { "score": 4.796188831329346, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.0005672029741255111 }, { "score": 4.777368068695068, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products:", "probability": 0.0005566276119409601 }, { "score": 4.455103874206543, "text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement. 7.6 Philips will bear all costs, including transportation and labor costs, in connection with the repair or replacement of, and all other costs or damages Customer may incur as a result of Products not complying with clause 7.1.", "probability": 0.0004032804645097446 }, { "score": 4.37714147567749, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement. 7.6 Philips will bear all costs, including transportation and labor costs, in connection with the repair or replacement of, and all other costs or damages Customer may incur as a result of Products not complying with clause 7.1.", "probability": 0.0003730341099590083 }, { "score": 4.116643905639648, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base;", "probability": 0.00028748546229721584 }, { "score": 3.809019088745117, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing]", "probability": 0.0002113567525562506 }, { "score": 3.8007781505584717, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 0.00020962213189088368 }, { "score": 3.797428846359253, "text": "(d) [Redacted - Commercially Sensitive - Termination Timing", "probability": 0.00020892121804636182 }, { "score": 3.739164352416992, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.00019709635874020547 }, { "score": 3.6184163093566895, "text": "(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same;", "probability": 0.00017467807296460126 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.116485595703125, "probability": 0.9846520166596692 }, { "score": 7.605504512786865, "text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.010819036411972526 }, { "score": 6.085846900939941, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.0023670621839875228 }, { "score": 5.320261478424072, "text": "returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.001100829711761422 }, { "score": 4.501058101654053, "text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement", "probability": 0.00048522664017019377 }, { "score": 3.1998722553253174, "text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement. 7.6 Philips will bear all costs, including transportation and labor costs, in connection with the repair or replacement of, and all other costs or damages Customer may incur as a result of Products not complying with clause 7.1.", "probability": 0.00013208296327003692 }, { "score": 2.981400489807129, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement", "probability": 0.00010616117617823798 }, { "score": 2.2158150672912598, "text": "returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement", "probability": 4.937148578651758e-05 }, { "score": 2.0172226428985596, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly:", "probability": 4.047889075683463e-05 }, { "score": 1.965566873550415, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 3.844100978983342e-05 }, { "score": 1.9339854717254639, "text": "or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 3.724595883087337e-05 }, { "score": 1.8711488246917725, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or", "probability": 3.4977563187595044e-05 }, { "score": 1.8108675479888916, "text": "iv", "probability": 3.293136435286182e-05 }, { "score": 1.6802146434783936, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement. 7.6 Philips will bear all costs, including transportation and labor costs, in connection with the repair or replacement of, and all other costs or damages Customer may incur as a result of Products not complying with clause 7.1.", "probability": 2.8898006772538012e-05 }, { "score": 1.4468438625335693, "text": "Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 2.2883173114881013e-05 }, { "score": 0.9146292209625244, "text": "returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement. 7.6 Philips will bear all costs, including transportation and labor costs, in connection with the repair or replacement of, and all other costs or damages Customer may incur as a result of Products not complying with clause 7.1.", "probability": 1.343935308547869e-05 }, { "score": 0.7664475440979004, "text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement. 7.6 Philips will bear all costs, including transportation and labor costs, in connection with the repair or replacement of, and all other costs or damages Customer may incur as a result of Products not complying with clause 7.1. If Philips agrees that Customer performs the repair, Philips will provide Customer free of charge with any replacement Product or upgrade necessary, and will reimburse Customer for all costs relating to such repair, including any related labor costs.", "probability": 1.15884107282242e-05 }, { "score": 0.6472229957580566, "text": "iv.", "probability": 1.0285971485791285e-05 }, { "score": 0.6027064323425293, "text": "iv. returned", "probability": 9.838117795235505e-06 }, { "score": 0.2912099361419678, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv", "probability": 7.204947303857167e-06 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Warranty Duration": [ { "score": 12.844524383544922, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products.", "probability": 0.1426910618062505 }, { "score": 12.841096878051758, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products.", "probability": 0.1422028246039064 }, { "score": 12.465001106262207, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details].", "probability": 0.09762744073579349 }, { "score": 12.452568054199219, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or", "probability": 0.09642114817057977 }, { "score": 12.449140548706055, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or", "probability": 0.0960912298769341 }, { "score": 12.240096092224121, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.0779645000048294 }, { "score": 12.236668586730957, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.07769773368546315 }, { "score": 12.063620567321777, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or", "probability": 0.06535134818254754 }, { "score": 11.85114860534668, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.05284198832272833 }, { "text": "", "score": 11.802238464355469, "probability": 0.05031966560877433 }, { "score": 11.152464866638184, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base;", "probability": 0.026275116992198738 }, { "score": 11.14903736114502, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base;", "probability": 0.026185213045524396 }, { "score": 10.763516426086426, "text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base;", "probability": 0.017808465405219437 }, { "score": 10.224689483642578, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of", "probability": 0.010390033053255145 }, { "score": 9.78873062133789, "text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "probability": 0.006718655929625491 }, { "score": 9.416236877441406, "text": "If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order.", "probability": 0.004629247741971032 }, { "score": 8.724024772644043, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base", "probability": 0.0023167892318972446 }, { "score": 8.720597267150879, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base", "probability": 0.0023088620171251074 }, { "score": 8.61760425567627, "text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products", "probability": 0.0020829012600529807 }, { "score": 8.614176750183105, "text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products", "probability": 0.002075774325323543 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Insurance": [ { "text": "", "score": 12.194845199584961, "probability": 0.8581224927725102 }, { "score": 10.355599403381348, "text": "Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance.", "probability": 0.13638763087508532 }, { "score": 6.354739189147949, "text": "18.12 Insurance Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance.", "probability": 0.0024958786819303256 }, { "score": 6.212657451629639, "text": "Insurance Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance.", "probability": 0.002165300404537925 }, { "score": 4.160213470458984, "text": "Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance.", "probability": 0.0002780693115182682 }, { "score": 3.5905802249908447, "text": "shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance.", "probability": 0.00015731295404536148 }, { "score": 3.1037309169769287, "text": "Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance. 18.13 Further Assurances Each Party shall at its own costs and expenses from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give the other Party the full benefit of this Agreement.", "probability": 9.667819164708596e-05 }, { "score": 2.7125844955444336, "text": "Philips", "probability": 6.538163637809458e-05 }, { "score": 2.211907386779785, "text": "its obligations and responsibilities with respect to maintaining the required level of insurance.", "probability": 3.962912473124877e-05 }, { "score": 2.011892318725586, "text": "regarding its obligations and responsibilities with respect to maintaining the required level of insurance.", "probability": 3.244509424691468e-05 }, { "score": 1.8679896593093872, "text": "maintaining the required level of insurance.", "probability": 2.809654439395801e-05 }, { "score": 1.7169163227081299, "text": "fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance.", "probability": 2.4156977381840355e-05 }, { "score": 1.2241089344024658, "text": "comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance.", "probability": 1.4757713106243471e-05 }, { "score": 1.1695098876953125, "text": "with respect to maintaining the required level of insurance.", "probability": 1.3973557893798988e-05 }, { "score": 1.1591620445251465, "text": "the required level of insurance.", "probability": 1.3829707263664163e-05 }, { "score": 1.1538808345794678, "text": ".", "probability": 1.375686220046475e-05 }, { "score": 1.1071527004241943, "text": "insurance.", "probability": 1.3128817647812541e-05 }, { "score": 1.0988926887512207, "text": "Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance. 18.13 Further Assurances", "probability": 1.3020820105305612e-05 }, { "score": 1.0540220737457275, "text": "obligations and responsibilities with respect to maintaining the required level of insurance.", "probability": 1.2449481904021092e-05 }, { "score": 1.0181219577789307, "text": "responsibilities with respect to maintaining the required level of insurance.", "probability": 1.2010471472027869e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.101102828979492, "probability": 0.9811917310838072 }, { "score": 7.130244255065918, "text": "Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4.", "probability": 0.006806712863782141 }, { "score": 7.039778232574463, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.0062179687667961525 }, { "score": 6.0330047607421875, "text": "Termination of this Agreement in accordance with this clause 12, is without prejudice to any right to claim for amounts or interest accrued prior to the date of such termination under this Agreement.", "probability": 0.002272021165828466 }, { "score": 5.1811041831970215, "text": "Any dispute arising out of or in connection with this Agreement shall be resolved in the manner provided in Sections 12.1 and 12.2 of the Purchase Agreement.", "probability": 0.0009692518819432513 }, { "score": 4.88510799407959, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "probability": 0.0007209201117109417 }, { "score": 4.446120262145996, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer", "probability": 0.00046476904145110245 }, { "score": 3.93804931640625, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "probability": 0.00027963065731755185 }, { "score": 3.8017215728759766, "text": "Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept.", "probability": 0.00024399357863495993 }, { "score": 3.4493799209594727, "text": "Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer.", "probability": 0.00017153721771208583 }, { "score": 3.259096145629883, "text": "Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept. Philips may not cancel any previously accepted Purchase Order hereunder. Customer may not cancel a previously accepted Purchase Order .", "probability": 0.0001418140199674129 }, { "score": 2.9871082305908203, "text": "Customer may not cancel a previously accepted Purchase Order .", "probability": 0.00010804292108104406 }, { "score": 2.6122395992279053, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3.", "probability": 7.426649695593978e-05 }, { "score": 2.334711790084839, "text": "Philips may not cancel any previously accepted Purchase Order hereunder. Customer may not cancel a previously accepted Purchase Order .", "probability": 5.6268345215956804e-05 }, { "score": 2.281951904296875, "text": "Without prejudice to any other right or remedy a Party may have against the other Party for breach or non-performance of this Agreement,", "probability": 5.337658887726076e-05 }, { "score": 2.2621567249298096, "text": "Any dispute arising out of or in connection with this Agreement shall be resolved in the manner provided in Sections 12.1 and 12.2 of the Purchase Agreement.", "probability": 5.2330378846854436e-05 }, { "score": 2.2359280586242676, "text": "Without prejudice to any other right or remedy a Party may have against the other Party for breach or non-performance of this Agreement, Each Party may suspend performance of its obligations under the Agreement or terminate this Agreement upon written notice to the other Party if:", "probability": 5.097566661283629e-05 }, { "score": 2.1637840270996094, "text": "Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept. Philips may not cancel any previously accepted Purchase Order hereunder.", "probability": 4.742760115614221e-05 }, { "score": 2.013686418533325, "text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips", "probability": 4.081733030225905e-05 }, { "score": 1.8920984268188477, "text": "All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology. For greater certainty, \"New Technology\" shall exclude any", "probability": 3.614428199999608e-05 } ], "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.188098907470703, "probability": 0.9857943029919364 }, { "score": 6.765775680541992, "text": "This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.", "probability": 0.0043541285556750855 }, { "score": 6.3218255043029785, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 0.0027931620686748493 }, { "score": 6.06797456741333, "text": "This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "probability": 0.0021669559075723553 }, { "score": 5.820298194885254, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party.", "probability": 0.0016915529335460493 }, { "score": 5.757457256317139, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "probability": 0.0015885252403578807 }, { "score": 4.385254859924316, "text": "Save as expressly otherwise stated, this Agreement does not contain a stipulation in favour of a Third Party.", "probability": 0.00040276728823853894 }, { "score": 3.6611979007720947, "text": "This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.", "probability": 0.00019525413909930972 }, { "score": 3.496157169342041, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party", "probability": 0.00016554801209480767 }, { "score": 3.3620142936706543, "text": "Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party", "probability": 0.00014476596158133923 }, { "score": 3.2047109603881836, "text": "This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate. Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party.", "probability": 0.00012369452858362773 }, { "score": 3.159130573272705, "text": "This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns", "probability": 0.00011818304601652062 }, { "score": 2.894193649291992, "text": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate. Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party.", "probability": 9.067645541961775e-05 }, { "score": 2.643857002258301, "text": "Save as expressly otherwise stated, this Agreement does not contain a stipulation in favour of a Third Party.\n\n- 25 -\n\n\n\n\n\n18.11 Costs Except as otherwise provided in this Agreement, all costs which a Party has incurred or shall incur in preparing, concluding or performing this Agreement are for that Party's own account. 18.12 Insurance Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance. 18.13 Further Assurances Each Party shall at its own costs and expenses from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give the other Party the full benefit of this Agreement.", "probability": 7.059512484679996e-05 }, { "score": 2.592912197113037, "text": "Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party.", "probability": 6.708874423679023e-05 }, { "score": 2.585392951965332, "text": "Third Party Rights Save as expressly otherwise stated, this Agreement does not contain a stipulation in favour of a Third Party.", "probability": 6.658617934441247e-05 }, { "score": 2.412022590637207, "text": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "probability": 5.598740066700577e-05 }, { "score": 2.217679738998413, "text": "Save as expressly otherwise stated, this Agreement does not contain a stipulation in favour of a Third Party.", "probability": 4.6098657388904324e-05 }, { "score": 2.1458215713500977, "text": "Each Party shall at its own costs and expenses from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give the other Party the full benefit of this Agreement.", "probability": 4.290230945973442e-05 }, { "score": 1.4420499801635742, "text": "If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement.", "probability": 2.122445526017671e-05 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Document Name": [ { "score": 14.190174102783203, "text": "OUTSOURCING AGREEMENT", "probability": 0.2184016015609129 }, { "score": 13.820930480957031, "text": "OUTSOURCING AGREEMENT\n\n\n\n\n\n This Outsourcing Agreement", "probability": 0.15097163253687276 }, { "score": 13.739986419677734, "text": "Outsourcing Agreement", "probability": 0.13923287540369195 }, { "score": 13.681955337524414, "text": "Outsourcing Agreement", "probability": 0.13138301182578574 }, { "score": 13.531511306762695, "text": "OUTSOURCING AGREEMENT", "probability": 0.11303220532442079 }, { "score": 13.094903945922852, "text": "OUTSOURCING AGREEMENT\n\n\n\n\n\n This Outsourcing Agreement", "probability": 0.07304424987212457 }, { "score": 13.027127265930176, "text": "OUTSOURCING AGREEMENT", "probability": 0.06825759706276062 }, { "score": 11.682586669921875, "text": "\nOUTSOURCING AGREEMENT", "probability": 0.017791986230220096 }, { "score": 11.46588134765625, "text": "RDS Agreement B ACH Authorization Agreement C Attorney-in-Fact Appointment D Affidavit\n\nOUTSOURCING AGREEMENT", "probability": 0.014325523721122843 }, { "score": 11.245979309082031, "text": "\nOUTSOURCING AGREEMENT\n\n\n\n\n\n This Outsourcing Agreement", "probability": 0.011497628345757975 }, { "score": 11.164468765258789, "text": "Outsourcing Agreement (\"", "probability": 0.010597628391918731 }, { "score": 11.029273986816406, "text": "RDS Agreement B ACH Authorization Agreement C Attorney-in-Fact Appointment D Affidavit\n\nOUTSOURCING AGREEMENT\n\n\n\n\n\n This Outsourcing Agreement", "probability": 0.009257513212552254 }, { "text": "", "score": 11.020408630371094, "probability": 0.009175804780465691 }, { "score": 10.82271671295166, "text": "OUTSOURCING AGREEMENT\n\n\n\n\n\n This Outsourcing Agreement (\"", "probability": 0.007529873085591801 }, { "score": 10.683741569519043, "text": "Outsourcing Agreement (\"", "probability": 0.006552869489633099 }, { "score": 10.519386291503906, "text": "OUTSOURCING AGREEMENT\n\n\n\n\n\n This Outsourcing Agreement (\"", "probability": 0.005559720102503229 }, { "score": 10.449638366699219, "text": "Retail Delivery Systems Agreement", "probability": 0.005185155548354966 }, { "score": 9.924797058105469, "text": "Retail Delivery Systems Agreement", "probability": 0.003067793373524244 }, { "score": 9.828595161437988, "text": "Retail Delivery Systems Agreement (\"RDS Agreement", "probability": 0.0027864172634269424 }, { "score": 9.657791137695312, "text": "ACH Authorization Agreement C Attorney-in-Fact Appointment D Affidavit\n\nOUTSOURCING AGREEMENT", "probability": 0.002348912868358661 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Parties": [ { "score": 12.227919578552246, "text": "M&I Data Services", "probability": 0.08477097990994706 }, { "score": 12.200992584228516, "text": "M&I", "probability": 0.08251881037203664 }, { "score": 12.14421272277832, "text": "Tri City National Bank, a Wisconsin corporation (including its Affiliates, \"Customer\") and Marshall & Ilsley Corporation", "probability": 0.07796393986830033 }, { "score": 12.096261978149414, "text": "Tri City National Bank, a Wisconsin corporation (including its Affiliates, \"Customer\") and Marshall & Ilsley Corporation, a Wisconsin corporation, acting through its division, M&I Data Services", "probability": 0.07431372552213944 }, { "score": 12.069334030151367, "text": "Tri City National Bank, a Wisconsin corporation (including its Affiliates, \"Customer\") and Marshall & Ilsley Corporation, a Wisconsin corporation, acting through its division, M&I", "probability": 0.07233931214101817 }, { "score": 12.065023422241211, "text": "Tri City National Bank", "probability": 0.0720281568459327 }, { "score": 12.020502090454102, "text": "Marshall & Ilsley Corporation", "probability": 0.06889170494399292 }, { "score": 11.972551345825195, "text": "Marshall & Ilsley Corporation, a Wisconsin corporation, acting through its division, M&I Data Services", "probability": 0.06566624596715263 }, { "score": 11.945623397827148, "text": "Marshall & Ilsley Corporation, a Wisconsin corporation, acting through its division, M&I", "probability": 0.06392158421302054 }, { "score": 11.856163024902344, "text": "M&I Data Services (\"M&I", "probability": 0.058451462707156246 }, { "score": 11.724505424499512, "text": "Tri City National Bank, a Wisconsin corporation (including its Affiliates, \"Customer\") and Marshall & Ilsley Corporation, a Wisconsin corporation, acting through its division, M&I Data Services (\"M&I", "probability": 0.0512409548716032 }, { "text": "", "score": 11.667858123779297, "probability": 0.04841897640727243 }, { "score": 11.600794792175293, "text": "Marshall & Ilsley Corporation, a Wisconsin corporation, acting through its division, M&I Data Services (\"M&I", "probability": 0.04527832674985493 }, { "score": 11.206588745117188, "text": "MARSHALL & ILSLEY CORPORATION", "probability": 0.030527332588403816 }, { "score": 11.00346565246582, "text": "M&I", "probability": 0.024915730228615558 }, { "score": 10.706233978271484, "text": "TRI CITY NATIONAL BANK", "probability": 0.01850919556026918 }, { "score": 10.692802429199219, "text": "MARSHALL & ILSLEY CORPORATION acting through its division M&I DATA SERVICES", "probability": 0.018262250531479184 }, { "score": 10.611382484436035, "text": "Tri City National Bank, a Wisconsin corporation (including its Affiliates, \"Customer\")", "probability": 0.016834261287242268 }, { "score": 10.406132698059082, "text": "M&I DATA SERVICES", "probability": 0.013710560642392894 }, { "score": 10.224775314331055, "text": "TRI CITY NATIONAL BANK\n\nand\n\nMARSHALL & ILSLEY CORPORATION", "probability": 0.011436488642169937 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Agreement Date": [ { "score": 16.06869125366211, "text": "February 16, 1998", "probability": 0.3685890788554918 }, { "score": 15.849041938781738, "text": "16th day of February, 1998", "probability": 0.29590341523679525 }, { "score": 15.551962852478027, "text": "16th day of February, 1998", "probability": 0.21985187296958675 }, { "score": 14.029298782348633, "text": "16th day of February, 1998,", "probability": 0.04795628874022713 }, { "score": 13.440265655517578, "text": "16th day of February, 1998,", "probability": 0.026609194605914113 }, { "score": 12.987117767333984, "text": "the 16th day of February, 1998", "probability": 0.016913446048393975 }, { "score": 12.102566719055176, "text": "the 16th day of February, 1998", "probability": 0.006983553477827636 }, { "text": "", "score": 11.29360580444336, "probability": 0.0031099198895200384 }, { "score": 11.167373657226562, "text": "the 16th day of February, 1998,", "probability": 0.002741115130791117 }, { "score": 10.959661483764648, "text": "This Outsourcing Agreement (\"Agreement\") is made as of the 16th day of February, 1998", "probability": 0.0022269938933709593 }, { "score": 10.675728797912598, "text": "February 16, 1998\n", "probability": 0.0016765195705822262 }, { "score": 10.574872970581055, "text": "DATED AS OF\n\nFebruary 16, 1998", "probability": 0.0015156799239965464 }, { "score": 10.312089920043945, "text": "16th day of February", "probability": 0.0011654194701931847 }, { "score": 10.14528751373291, "text": "16th day of February", "probability": 0.000986372384426065 }, { "score": 10.022249221801758, "text": "\nDATED AS OF\n\nFebruary 16, 1998", "probability": 0.0008721798592108864 }, { "score": 9.990869522094727, "text": "the 16th day of February, 1998,", "probability": 0.0008452360720075843 }, { "score": 9.713518142700195, "text": "Outsourcing Agreement (\"Agreement\") is made as of the 16th day of February, 1998", "probability": 0.0006405099039774166 }, { "score": 9.643194198608398, "text": "This Outsourcing Agreement (\"Agreement\") is made as of the 16th day of February, 1998", "probability": 0.0005970140455556756 }, { "score": 9.555065155029297, "text": "\n\nFebruary 16, 1998", "probability": 0.0005466515593487815 }, { "score": 8.8479642868042, "text": "This Outsourcing Agreement (\"Agreement\") is made as of the 16th day of February, 1998,", "probability": 0.00026953836278250737 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Effective Date": [ { "score": 15.877883911132812, "text": "February 16, 1998", "probability": 0.2994456036408381 }, { "score": 15.82519817352295, "text": "16th day of February, 1998", "probability": 0.284077486162055 }, { "score": 15.413215637207031, "text": "16th day of February, 1998", "probability": 0.18815470121055883 }, { "score": 14.819592475891113, "text": "\"Effective Date\" shall mean February 16, 1998.", "probability": 0.10392207525657822 }, { "score": 13.946405410766602, "text": "16th day of February, 1998,", "probability": 0.043399775869247106 }, { "score": 13.33491039276123, "text": "16th day of February, 1998,", "probability": 0.023546077799140214 }, { "score": 12.533333778381348, "text": "\"Effective Date\" shall mean February 16, 1998", "probability": 0.010563267411684008 }, { "score": 12.222770690917969, "text": "\"Effective Date\" shall mean February 16, 1998.\n\nM. \"Effective Date of Termination\" shall mean the last day on which M&I provides the Services to Customer (excluding any Termination Assistance) following delivery of a notice of termination.", "probability": 0.007743234984542583 }, { "score": 12.124465942382812, "text": "February 16, 1998.", "probability": 0.00701825638096139 }, { "score": 12.031854629516602, "text": "the 16th day of February, 1998", "probability": 0.006397475731054005 }, { "score": 11.836633682250977, "text": "This Outsourcing Agreement (\"Agreement\") is made as of the 16th day of February, 1998", "probability": 0.0052629018033499685 }, { "text": "", "score": 11.807085990905762, "probability": 0.005109670174010833 }, { "score": 11.333681106567383, "text": "DATED AS OF\n\nFebruary 16, 1998", "probability": 0.003182700252832249 }, { "score": 11.023998260498047, "text": "The parties anticipate the Commencement Date to be November 16, 1998.", "probability": 0.002335082276109784 }, { "score": 10.837322235107422, "text": "This Outsourcing Agreement (\"Agreement\") is made as of the 16th day of February, 1998", "probability": 0.001937446949816786 }, { "score": 10.804250717163086, "text": "\nDATED AS OF\n\nFebruary 16, 1998", "probability": 0.0018744205716060215 }, { "score": 10.712686538696289, "text": "\"Commencement Date\" shall mean the date on which Conversion for all Banks has been completed. The parties anticipate the Commencement Date to be November 16, 1998.", "probability": 0.0017104139285811055 }, { "score": 10.617790222167969, "text": "16th day of February", "probability": 0.0015555654114503409 }, { "score": 10.531847953796387, "text": "\n\nFebruary 16, 1998", "probability": 0.0014274602550586853 }, { "score": 10.46591854095459, "text": "16th day of February", "probability": 0.001336383930524726 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Expiration Date": [ { "score": 15.590235710144043, "text": "\"Term\" shall mean the period commencing on the Effective Date and terminating on the eighth anniversary of the Commencement Date, unless the Agreement is extended in accordance with its provisions.", "probability": 0.39232733937641806 }, { "score": 15.028666496276855, "text": "The initial term of this Agreement shall be the Term, unless extended or earlier terminated in accordance with this Agreement.", "probability": 0.22374954572937156 }, { "score": 14.435396194458008, "text": "The initial term of this Agreement shall be the Term, unless extended or earlier terminated in accordance with this Agreement.", "probability": 0.12362552356922656 }, { "score": 14.344537734985352, "text": "\"Term\" shall mean the period commencing on the Effective Date and terminating on the eighth anniversary of the Commencement Date, unless the Agreement is extended in accordance with its provisions.\n\nY. \"User Manuals\" shall mean the documentation provided by M&I to Customer which describes the features and functionalities of each of the Accounts DP Services (defined in Section 6.2 below), as modified and updated by the customer bulletins distributed by M&I from time to time.\n\n1.3 References. In this Agreement and the schedules and exhibits attached hereto, which are hereby incorporated and deemed a part of this Agreement, references and mention of the word \"include\" and \"including\" shall mean \"includes, without limitation\" and \"including, without limitation\", as applicable.\n\n1.4 Interpretation. In the event of a conflict between this Agreement and the terms of any exhibits and schedules attached hereto, the terms of the schedules and exhibits shall prevail and control the interpretation of the Agreement and the exhibits and schedules as a single document.\n\n2. TERM\n\n2.1 Initial Term. The initial term of this Agreement shall be the Term, unless extended or earlier terminated in accordance with this Agreement.", "probability": 0.1128882696723861 }, { "score": 13.934148788452148, "text": "\"Term\" shall mean the period commencing on the Effective Date and terminating on the eighth anniversary of the Commencement Date, unless the Agreement is extended in accordance with its provisions.", "probability": 0.0748891948474941 }, { "score": 13.147148132324219, "text": "\"Contract Year\" shall mean a period commencing on the first day of the month in which the Commencement Date occurs (and each anniversary thereof) and terminating on the last date of the month occurring one (1) year thereafter.", "probability": 0.0340901662501991 }, { "score": 12.72494888305664, "text": "\"Contract Year\" shall mean a period commencing on the first day of the month in which the Commencement Date occurs (and each anniversary thereof) and terminating on the last date of the month occurring one (1) year thereafter.", "probability": 0.022349628827989795 }, { "text": "", "score": 11.80445671081543, "probability": 0.00890237007129212 }, { "score": 9.819931030273438, "text": "X. \"Term\" shall mean the period commencing on the Effective Date and terminating on the eighth anniversary of the Commencement Date, unless the Agreement is extended in accordance with its provisions.", "probability": 0.0012235933039836649 }, { "score": 9.780494689941406, "text": "\"Effective Date\" shall mean February 16, 1998.", "probability": 0.001176278358129884 }, { "score": 9.493036270141602, "text": "\"Conversion Period\" for a particular Bank shall mean that portion of the Term beginning on the Effective Date and ending on the Conversion Date.\n\nJ. \"Core Services\" shall mean services provided by M&I's Deposit System, Loan System and Customer Information System.\n\nK. \"Damages\" shall mean all direct, actual and verifiable losses, liabilities, damages and claims and related costs and expenses (including reasonable attorneys' fees and court costs, costs of investigation, litigation, settlement, judgment, interest and penalties) but excluding any and all consequential, incidental, punitive and exemplary damages.\n\n L. \"Effective Date\" shall mean February 16, 1998.", "probability": 0.0008824060989940173 }, { "score": 9.220907211303711, "text": "E. \"Contract Year\" shall mean a period commencing on the first day of the month in which the Commencement Date occurs (and each anniversary thereof) and terminating on the last date of the month occurring one (1) year thereafter.", "probability": 0.0006721780904088477 }, { "score": 9.138056755065918, "text": "\"Effective Date of Termination\" shall mean the last day on which M&I provides the Services to Customer (excluding any Termination Assistance) following delivery of a notice of termination.", "probability": 0.0006187323972963911 }, { "score": 9.094273567199707, "text": "\"Effective Date\" shall mean February 16, 1998.\n\nM. \"Effective Date of Termination\" shall mean the last day on which M&I provides the Services to Customer (excluding any Termination Assistance) following delivery of a notice of termination.", "probability": 0.0005922268042481378 }, { "score": 9.083560943603516, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.0005859163624533915 }, { "score": 8.806816101074219, "text": "\"Conversion Period\" for a particular Bank shall mean that portion of the Term beginning on the Effective Date and ending on the Conversion Date.\n\nJ. \"Core Services\" shall mean services provided by M&I's Deposit System, Loan System and Customer Information System.\n\nK. \"Damages\" shall mean all direct, actual and verifiable losses, liabilities, damages and claims and related costs and expenses (including reasonable attorneys' fees and court costs, costs of investigation, litigation, settlement, judgment, interest and penalties) but excluding any and all consequential, incidental, punitive and exemplary damages.\n\n L. \"Effective Date\" shall mean February 16, 1998.\n\nM. \"Effective Date of Termination\" shall mean the last day on which M&I provides the Services to Customer (excluding any Termination Assistance) following delivery of a notice of termination.", "probability": 0.00044426987780581486 }, { "score": 8.29911994934082, "text": "The parties anticipate the Commencement Date to be November 16, 1998.\n\nE. \"Contract Year\" shall mean a period commencing on the first day of the month in which the Commencement Date occurs (and each anniversary thereof) and terminating on the last date of the month occurring one (1) year thereafter.", "probability": 0.00026739743144050106 }, { "score": 8.236074447631836, "text": "\"Contract Year\" shall mean a period commencing on the first day of the month in which the Commencement Date occurs (and each anniversary thereof) and terminating on the last date of the month occurring one (1) year thereafter.\n\nF. \"Control\" shall mean the direct or indirect ownership of over 50% of the capital stock (or other ownership interest, if not a corporation) of any entity or the possession, directly or indirectly, of the power to direct the management and policies of such entity by ownership of voting securities, by contract or otherwise. \"Controlling\" shall mean having Control of any entity and \"Controlled\" shall mean being the subject of Control by another entity.\n\nG. \"Conversion\" shall mean (i) the migration of Customer's data processing and other information technology services to the M&I system; (ii) completion of upgrades of other software modifications as set forth in this Agreement; and (iii) completion of all interfaces set forth in this Agreement and full integration thereof such that Customer is able to receive the Services in accordance with the criteria set forth in the Conversion Plan (as defined in Section 4.2 below).\n\nH. \"Conversion Date\" for a particular Bank shall mean the date on which M&I has completed the Conversion for the processing of the Services.\n\nI. \"Conversion Period\" for a particular Bank shall mean that portion of the Term beginning on the Effective Date and ending on the Conversion Date.", "probability": 0.00025105964922929737 }, { "score": 8.166184425354004, "text": "\"Effective Date\" shall mean February 16, 1998.", "probability": 0.00023411221108110515 }, { "score": 8.147554397583008, "text": "The initial term of this Agreement shall be the Term, unless extended or earlier terminated in accordance with this Agreement", "probability": 0.00022979107055149067 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Renewal Term": [ { "score": 14.110879898071289, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.3041594869910702 }, { "score": 13.936500549316406, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.2554873361237911 }, { "score": 13.017109870910645, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.1018786261396474 }, { "score": 12.73901081085205, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement.", "probability": 0.07714471741705574 }, { "score": 12.649857521057129, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement. Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.07056468557836591 }, { "score": 11.752967834472656, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.02877883233387542 }, { "score": 11.711236953735352, "text": "Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.02760258003163083 }, { "text": "", "score": 11.625136375427246, "probability": 0.025325420887731813 }, { "score": 11.60639762878418, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement", "probability": 0.024855272990508066 }, { "score": 11.556087493896484, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement. Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.023635735619554 }, { "score": 10.996004104614258, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement.", "probability": 0.013499820629332417 }, { "score": 10.659198760986328, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.009639517495271525 }, { "score": 10.589670181274414, "text": "Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.008992064582114092 }, { "score": 10.508293151855469, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months", "probability": 0.0082892993317367 }, { "score": 10.14537525177002, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement. Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement", "probability": 0.005766397559682709 }, { "score": 10.039133071899414, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement. Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement.", "probability": 0.005185184196475093 }, { "score": 9.331490516662598, "text": "\"Term\" shall mean the period commencing on the Effective Date and terminating on the eighth anniversary of the Commencement Date, unless the Agreement is extended in accordance with its provisions.", "probability": 0.0025552825654922215 }, { "score": 9.248485565185547, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement", "probability": 0.0023517455959791733 }, { "score": 9.16956901550293, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term", "probability": 0.002173288176843652 }, { "score": 9.142243385314941, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement.", "probability": 0.002114705753841933 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 14.257925033569336, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.36893563376125704 }, { "score": 13.532421112060547, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.17859457146809435 }, { "score": 12.870508193969727, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.09213043594667758 }, { "score": 12.718469619750977, "text": "Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.07913591211290524 }, { "score": 12.506683349609375, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "probability": 0.0640318432634616 }, { "score": 12.072090148925781, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement. Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.04146241316339605 }, { "score": 12.004693984985352, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.03876009143367721 }, { "text": "", "score": 11.87723445892334, "probability": 0.034121634295161345 }, { "score": 11.818201065063477, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "probability": 0.03216562147256083 }, { "score": 11.22940731048584, "text": "Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.017851802285254303 }, { "score": 11.213926315307617, "text": "M&I may, at any time, withdraw any of the Services (other than the Core Services) upon providing ninety (90) days' prior written notice to Customer.", "probability": 0.01757756681608683 }, { "score": 10.684673309326172, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement. Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.010353974651895186 }, { "score": 10.617277145385742, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.009679152118519932 }, { "score": 9.688360214233398, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement.", "probability": 0.003823083803080049 }, { "score": 9.399450302124023, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement. Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement.", "probability": 0.002863794412361323 }, { "score": 9.372180938720703, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement", "probability": 0.0027867557335699606 }, { "score": 9.332054138183594, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement.", "probability": 0.0026771459932383506 }, { "score": 8.46574592590332, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months", "probability": 0.0011257428027747723 }, { "score": 8.364279747009277, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term", "probability": 0.001017121834690591 }, { "score": 8.248258590698242, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value", "probability": 0.0009057026313375722 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Governing Law": [ { "score": 15.810401916503906, "text": "The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 0.6528519626681535 }, { "score": 15.11646842956543, "text": "The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 0.32616941138734756 }, { "text": "", "score": 12.32786750793457, "probability": 0.020061769551674675 }, { "score": 7.8444132804870605, "text": "The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws", "probability": 0.00022658429592443895 }, { "score": 7.4244866371154785, "text": ".", "probability": 0.0001488874125351975 }, { "score": 7.324284553527832, "text": "It is a corporation validly existing and in good standing under the laws of the State of its incorporation;", "probability": 0.00013469168020800067 }, { "score": 6.811162948608398, "text": "The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws", "probability": 8.06296712356502e-05 }, { "score": 6.383728504180908, "text": "The", "probability": 5.2585071454893874e-05 }, { "score": 6.3069963455200195, "text": ".", "probability": 4.870102651269094e-05 }, { "score": 6.048996448516846, "text": "Governing Law. The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 3.7626184757795524e-05 }, { "score": 5.67426872253418, "text": "The", "probability": 2.5867115370541698e-05 }, { "score": 5.54717493057251, "text": "22.1 Governing Law. The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 2.2779902847817053e-05 }, { "score": 5.400389671325684, "text": "The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin,", "probability": 1.9669976426707942e-05 }, { "score": 5.320302963256836, "text": "Governing Law. The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 1.8156102423701543e-05 }, { "score": 5.308630466461182, "text": "shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 1.7945407436829953e-05 }, { "score": 5.305233001708984, "text": "22.1 Governing Law. The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 1.7884542000233516e-05 }, { "score": 5.260461330413818, "text": "the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 1.7101481429316684e-05 }, { "score": 5.234061241149902, "text": "validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 1.6655908257555783e-05 }, { "score": 5.197793006896973, "text": "be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 1.606265109867661e-05 }, { "score": 5.131208896636963, "text": "internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "probability": 1.502796290434393e-05 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.108907699584961, "probability": 0.7148701976235711 }, { "score": 10.291555404663086, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.11613446368732684 }, { "score": 9.803098678588867, "text": "Customer shall be entitled to receive discounts on certain Services as specifically set forth in the marked up price list made part of the Fee Schedule.", "probability": 0.07125692186638487 }, { "score": 8.834391593933105, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.0270472376187938 }, { "score": 8.506831169128418, "text": "Customer shall be entitled to receive discounts on certain Services as specifically set forth in the marked up price list made part of the Fee Schedule.", "probability": 0.019492396256706374 }, { "score": 7.91285514831543, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months", "probability": 0.010762290815676085 }, { "score": 7.594381332397461, "text": "Customer acknowledges and agrees that the Monthly Base Fee pricing offered to Customer by M&I is based on certain services provided by M&I's Integrated Banking System.", "probability": 0.007826963388650427 }, { "score": 7.1124267578125, "text": "In the event a Service provided as part of the monthly Base Fee is terminated by M&I, the parties agree to negotiate in good faith an appropriate reduction in the monthly Base Fee.", "probability": 0.004833737812760071 }, { "score": 7.079396724700928, "text": "Notwithstanding any provision to the contrary in the Agreement, or any general discount specified in the Fee Schedule, the fees for Bankcard Services shall not be subject to any discounts.", "probability": 0.004676687263209374 }, { "score": 6.764288902282715, "text": "Customer acknowledges and agrees that the Monthly Base Fee pricing offered to Customer by M&I is based on certain services provided by M&I's Integrated Banking System. Customer agrees that, during the Term, Customer shall be required to obtain from M&I all of those Services which are included in the Monthly Base Fee, as set forth on Schedule 6.2.", "probability": 0.0034126263556621276 }, { "score": 6.690943717956543, "text": "C. Customer shall be entitled to receive discounts on certain Services as specifically set forth in the marked up price list made part of the Fee Schedule.", "probability": 0.0031712854258140128 }, { "score": 6.676085948944092, "text": "M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.", "probability": 0.003124515508182472 }, { "score": 6.49709415435791, "text": "M&I will process transactions in an average of 2.5 seconds for teller transactions (not to exceed six (6) seconds for five percent (5%) of all transactions per month) and in an average of three point five (3.5) seconds (not to exceed seven (7) seconds for five percent (5%) of all transactions per month) for bank operations CRT transactions as measured over a calendar month, from the time the transaction is sent by the Customer's controller or gateway to the time the processed data is returned to the Customer's controller or gateway.", "probability": 0.002612447285271999 }, { "score": 6.334686756134033, "text": "In the event a Service provided as part of the monthly Base Fee is terminated by M&I, the parties agree to negotiate in good faith an appropriate reduction in the monthly Base Fee.\n\n 10.3 Partial Termination by Customer.\n\n A. Customer acknowledges and agrees that the Monthly Base Fee pricing offered to Customer by M&I is based on certain services provided by M&I's Integrated Banking System.", "probability": 0.002220827870430521 }, { "score": 6.107550621032715, "text": "Customer shall be entitled to receive discounts on certain Services as specifically set forth in the marked up price list made part of the Fee Schedule.\n\n9. PERFORMANCE STANDARDS\n\n 9.1 General. Except as otherwise specified in this Agreement, M&I agrees to perform the Services in accordance with the Performance Standards and, where there are no Performance Standards, in a commercially reasonable manner and with no other or higher degree of care.", "probability": 0.001769582965080616 }, { "score": 5.920951843261719, "text": "M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.\n\n11. TERMINATION\n\n 11.1 For Convenience. Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "probability": 0.0014683585263094885 }, { "score": 5.916407108306885, "text": "If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.", "probability": 0.0014617003672330253 }, { "score": 5.8178606033325195, "text": "Such discount shall not apply to any EFT service which is not a part of M&I's 1997 standard published priced list.", "probability": 0.0013245249782468 }, { "score": 5.796430587768555, "text": "C. Customer shall be entitled to receive discounts on certain Services as specifically set forth in the marked up price list made part of the Fee Schedule.", "probability": 0.0012964423674674667 }, { "score": 5.749327659606934, "text": "Customer shall be entitled to receive discounts on certain Services as specifically set forth in the marked up price list made part of the Fee Schedule", "probability": 0.0012367920172226547 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Compete": [ { "text": "", "score": 12.007052421569824, "probability": 0.9992804592331667 }, { "score": 4.185928821563721, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 0.00040088201544777313 }, { "score": 2.8146281242370605, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data,", "probability": 0.00010173449819977035 }, { "score": 2.4770455360412598, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not", "probability": 7.258685702110365e-05 }, { "score": 1.9541044235229492, "text": "In the case of M&I:", "probability": 4.3027642593150294e-05 }, { "score": 1.0862762928009033, "text": "In the event Customer does not receive Item Processing Services from M&I, Customer shall maintain adequate records for at least ten (10) business days including (i) microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which reconstruction of lost or damaged items or data can be made.", "probability": 1.806569126747367e-05 }, { "score": 0.9204585552215576, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party,", "probability": 1.530526507660164e-05 }, { "score": 0.5976563692092896, "text": "Should M&I not be able to perform in accordance with the Performance Standards because Customer failed to acquire network or equipment recommended by M&I, or such additional network or equipment as may be reasonably necessary based on the circumstances, M&I shall notify Customer in writing and Customer shall either acquire such network and/or equipment or accept the response time that is achieved.", "probability": 1.1082803866435174e-05 }, { "score": 0.31582188606262207, "text": "In", "probability": 8.360851054531447e-06 }, { "score": -0.04711392521858215, "text": "M&I represents and warrants that:", "probability": 5.816067880002924e-06 }, { "score": -0.10954523086547852, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall", "probability": 5.464065478236035e-06 }, { "score": -0.11963403224945068, "text": "For purposes of this\n\n\n\n\n\nAgreement, performance of the Services by any division, subsidiary or Affiliate of Marshall & Ilsley Corporation shall be deemed performance by Marshall & Ilsley Corporation itself.", "probability": 5.409216751060133e-06 }, { "score": -0.17049217224121094, "text": "In the case of M&I: M&I Data Services", "probability": 5.140992552338097e-06 }, { "score": -0.22082245349884033, "text": "Should M&I not be able to perform in accordance with the Performance Standards because Customer failed to acquire network or equipment recommended by M&I, or such additional network or equipment as may be reasonably necessary based on the circumstances, M&I shall notify Customer in writing and Customer shall either acquire such network and/or equipment or accept the response time that is achieved.", "probability": 4.888648491281015e-06 }, { "score": -0.3005378842353821, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 4.5140757184854396e-06 }, { "score": -0.3845376968383789, "text": "Customer further agrees that the software used to provide the EFT services may not be available for license by Customer.", "probability": 4.15038308572485e-06 }, { "score": -0.44661521911621094, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties,", "probability": 3.900571642980425e-06 }, { "score": -0.5348891019821167, "text": "Customer further agrees that the software used to provide the EFT services may not be available for license by Customer.", "probability": 3.571012734349709e-06 }, { "score": -0.7484321594238281, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but", "probability": 2.8843690538699674e-06 }, { "score": -0.7940527200698853, "text": "M&I may, at any time, withdraw any of the Services (other than the Core Services) upon providing ninety (90) days' prior written notice to Customer. M&I may also terminate any of the Services immediately upon any final regulatory, legislative, or judicial\n\n\n\n\n\ndetermination that providing such Services is inconsistent with applicable law or regulation or upon imposition by any such authority of restrictions or conditions which would detract from the economic or other benefits to M&I or Customer to any element of the Services.", "probability": 2.7557389183323597e-06 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Exclusivity": [ { "text": "", "score": 12.23128890991211, "probability": 0.7192298980852218 }, { "score": 10.755755424499512, "text": "M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.", "probability": 0.16445674185711168 }, { "score": 9.424520492553711, "text": "Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party;", "probability": 0.043441388391431676 }, { "score": 9.332741737365723, "text": "(B) Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party;", "probability": 0.03963188143346632 }, { "score": 7.6102118492126465, "text": "M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software", "probability": 0.007078797105392192 }, { "score": 7.502865791320801, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 0.006358280219270672 }, { "score": 7.383727550506592, "text": "Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party", "probability": 0.00564415047220829 }, { "score": 7.2919487953186035, "text": "(B) Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party", "probability": 0.005149197817796309 }, { "score": 6.862277984619141, "text": "provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.", "probability": 0.003350702845001273 }, { "score": 5.9219136238098145, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data,", "probability": 0.0013084009823702049 }, { "score": 5.3141255378723145, "text": "Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party; and", "probability": 0.000712495047003349 }, { "score": 5.305720329284668, "text": "M&I may make such Developed Software available to any of its other customers;", "probability": 0.0007065314751575277 }, { "score": 5.222346782684326, "text": "(B) Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party; and", "probability": 0.0006500141977584279 }, { "score": 5.177523136138916, "text": "Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party;", "probability": 0.0006215215340181859 }, { "score": 4.691805839538574, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party,", "probability": 0.00038239467742421843 }, { "score": 4.388821601867676, "text": "M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.\n\n11. TERMINATION\n\n 11.1 For Convenience. Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "probability": 0.0002824408150924029 }, { "score": 4.377050399780273, "text": "Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party; and (C) Customer agrees and represents that (i) the performance of this Agreement by the Customer will not affect the safety or soundness of the Customer or any of its affiliates, and (ii) this Agreement, and the obligations evidenced hereby, will be properly reflected on the books and records of the Customer, and the Customer will provide evidence of the same to M&I upon request.", "probability": 0.00027913563829623744 }, { "score": 4.347503662109375, "text": "(B) Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party;", "probability": 0.00027100874365842736 }, { "score": 4.285271644592285, "text": "(B) Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party; and (C) Customer agrees and represents that (i) the performance of this Agreement by the Customer will not affect the safety or soundness of the Customer or any of its affiliates, and (ii) this Agreement, and the obligations evidenced hereby, will be properly reflected on the books and records of the Customer, and the Customer will provide evidence of the same to M&I upon request.", "probability": 0.00025465738850541456 }, { "score": 3.994276285171509, "text": "M&I may make such Developed Software available to any of its other customers", "probability": 0.00019036127381546396 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__No-Solicit Of Customers": [ { "score": 14.10516357421875, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 0.8740173724017111 }, { "text": "", "score": 12.142793655395508, "probability": 0.12282128527176195 }, { "score": 7.842572212219238, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason", "probability": 0.0016661388612284225 }, { "score": 6.250437259674072, "text": "Solicitation. Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 0.00033904377091379534 }, { "score": 5.66967248916626, "text": "for any reason.", "probability": 0.00018968493260154882 }, { "score": 5.629195213317871, "text": "Neither", "probability": 0.0001821603185386608 }, { "score": 5.374162673950195, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement,", "probability": 0.00014115444295840682 }, { "score": 5.105648040771484, "text": "party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 0.00010791458103936126 }, { "score": 4.987188816070557, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.\n\n 22.15 No Third Party Beneficiaries. Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.", "probability": 9.585923115318721e-05 }, { "score": 4.953293323516846, "text": "during the Term of this Agreement, for any reason.", "probability": 9.266448491179638e-05 }, { "score": 4.709517478942871, "text": "22.14 Solicitation. Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 7.261775390306622e-05 }, { "score": 4.414929389953613, "text": ".", "probability": 5.408848664687765e-05 }, { "score": 4.189220428466797, "text": "Neither party shall solicit the employees of the other party", "probability": 4.3159924262383653e-05 }, { "score": 3.894376754760742, "text": "solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 3.213895069635064e-05 }, { "score": 3.689990758895874, "text": "the employees of the other party during the Term of this Agreement, for any reason.", "probability": 2.6197990674342203e-05 }, { "score": 3.675382137298584, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for", "probability": 2.5818056059336832e-05 }, { "score": 3.674499750137329, "text": "any reason.", "probability": 2.5795284586246766e-05 }, { "score": 3.6459436416625977, "text": "Neither party shall", "probability": 2.5069089639681616e-05 }, { "score": 3.4696176052093506, "text": "the Term of this Agreement, for any reason.", "probability": 2.1016536123680955e-05 }, { "score": 3.4602043628692627, "text": "Term of this Agreement, for any reason.", "probability": 2.0819630589721047e-05 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.955686569213867, "probability": 0.5708982219867176 }, { "score": 10.390355110168457, "text": "If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.", "probability": 0.1193284159207928 }, { "score": 9.825942993164062, "text": "Customer may either approve the ACH Entry as an exception to the credit limit, request that it be held over to the next day, or reject such ACH Entry provided, however, that any exception to the credit limit must be approved in writing by Customer.", "probability": 0.06786139882314293 }, { "score": 9.15157699584961, "text": "Customer may either approve the ACH Entry as an exception to the credit limit, request that it be held over to the next day, or reject such ACH Entry provided, however, that any exception to the credit limit must be approved in writing by Customer.", "probability": 0.03457397997116462 }, { "score": 9.116413116455078, "text": "If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.", "probability": 0.033379351685543075 }, { "score": 9.077256202697754, "text": "Customer further agrees that the software used to provide the EFT services may not be available for license by Customer.", "probability": 0.032097578207646665 }, { "score": 8.932779312133789, "text": "If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\"; provided that (a) the Conversion of each new Affiliate must be scheduled at a mutually agreeable time (taking into account, among other things, the availability of M&I Conversion resources) and must be completed before M&I has any obligation to provide Services to such new Affiliate; (b) the Customer will be liable for any and all Expenses in connection with the Conversion of such new Affiliate and (c) Customer shall pay Conversion Fees in an amount to be mutually agreed upon with respect to each new Affiliate.\n\n B. Change in Control of Customer. If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.", "probability": 0.027779648700647693 }, { "score": 8.770292282104492, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 0.023613454640188377 }, { "score": 8.734575271606445, "text": "(B) Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party;", "probability": 0.022784936799921118 }, { "score": 8.600600242614746, "text": "Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party;", "probability": 0.019927976963291055 }, { "score": 8.132635116577148, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.012480401026074573 }, { "score": 8.001912117004395, "text": "In the event that an ACH Entry exceeds a credit limit established pursuant to this Section 6(F), M&I shall promptly give oral or written notice to Customer. Customer may either approve the ACH Entry as an exception to the credit limit, request that it be held over to the next day, or reject such ACH Entry provided, however, that any exception to the credit limit must be approved in writing by Customer.", "probability": 0.010951062640536512 }, { "score": 7.605266094207764, "text": "M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.", "probability": 0.007365378744851145 }, { "score": 6.8816022872924805, "text": "(B) Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party", "probability": 0.0035720035849526434 }, { "score": 6.865625381469727, "text": "Customer also shall inform M&I whether any credit limit shall apply to the ACH Entries of a depositor utilizing the PC ACH Service.", "probability": 0.003515387499331871 }, { "score": 6.7476277351379395, "text": "Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party", "probability": 0.0031241183471963983 }, { "score": 6.341121673583984, "text": "Customer understands and agrees that M&I may terminate EFT services immediately in the event M&I's access to any shared electronic funds transfer system is terminated by the network provider. Customer further agrees that the software used to provide the EFT services may not be available for license by Customer.", "probability": 0.0020805786516487415 }, { "score": 6.171182155609131, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not", "probability": 0.0017554171745326201 }, { "score": 6.013134956359863, "text": "Customer further agrees that the software used to provide the EFT services may not be available for license by Customer", "probability": 0.0014987918282197983 }, { "score": 5.953409671783447, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party,", "probability": 0.0014118968035997255 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__No-Solicit Of Employees": [ { "score": 14.471543312072754, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 0.5152728530436493 }, { "score": 14.285035133361816, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 0.4276000916075225 }, { "text": "", "score": 12.227527618408203, "probability": 0.054635337394623604 }, { "score": 7.887282371520996, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason", "probability": 0.0007120804599169523 }, { "score": 7.180599689483643, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason", "probability": 0.00035125351527257157 }, { "score": 7.07318115234375, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement,", "probability": 0.00031547823420711155 }, { "score": 6.826642990112305, "text": "Solicitation. Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 0.00024654672496246164 }, { "score": 6.583745956420898, "text": "Neither party shall solicit the employees of the other party during the Term of this Agreement,", "probability": 0.00019337948374825338 }, { "score": 6.361745834350586, "text": "Solicitation. Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 0.00015488058077475862 }, { "score": 5.696198463439941, "text": "Neither", "probability": 7.960739594751546e-05 }, { "score": 5.645079612731934, "text": "Neither", "probability": 7.564021995760889e-05 }, { "score": 5.4992194175720215, "text": "for any reason.", "probability": 6.53742177401529e-05 }, { "score": 5.45388650894165, "text": "for any reason.", "probability": 6.24767850129886e-05 }, { "score": 5.326351165771484, "text": "Neither party shall solicit the employees of the other party", "probability": 5.499595872354718e-05 }, { "score": 5.304227828979492, "text": ".", "probability": 5.379262456967961e-05 }, { "score": 4.757937431335449, "text": "22.14 Solicitation. Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 3.115098825284215e-05 }, { "score": 4.727485656738281, "text": "Neither party shall", "probability": 3.0216683201630272e-05 }, { "score": 4.600423336029053, "text": ".", "probability": 2.661119188984637e-05 }, { "score": 4.411458492279053, "text": "during the Term of this Agreement, for any reason.", "probability": 2.202916002252275e-05 }, { "score": 4.10433292388916, "text": "solicit the employees of the other party during the Term of this Agreement, for any reason.", "probability": 1.6203730004013185e-05 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.869680404663086, "probability": 0.9496705726944372 }, { "score": 8.69881534576416, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 0.03985508896020099 }, { "score": 6.862734794616699, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 0.006354540195429952 }, { "score": 5.481110572814941, "text": "Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I pursuant to this Section 6.5 shall be limited to errors and omissions which are caused solely by M&I's gross negligence or willful misconduct and which cannot be remedied through the processing of appropriate corrected ACH Entry(ies).", "probability": 0.0015960715470867508 }, { "score": 4.685848236083984, "text": "provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 0.0007205669042950613 }, { "score": 4.390542984008789, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:\n\n A. Costs of recreating or reloading any of Customer's information that is lost or damaged;\n\n B. Costs of implementing a work-around in respect of a failure to provide the Services;\n\n C. Costs of replacing lost or damaged equipment, software, and materials;\n\n D. Costs and expenses incurred by Customer to correct errors in software maintenance and enhancements provided as part of the Services;", "probability": 0.0005363210830172079 }, { "score": 3.6654887199401855, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.000259739382455894 }, { "score": 3.428338050842285, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement;", "probability": 0.0002049012353026262 }, { "score": 2.9962315559387207, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:\n\n A. Costs of recreating or reloading any of Customer's information that is lost or damaged;\n\n B. Costs of implementing a work-around in respect of a failure to provide the Services;\n\n C. Costs of replacing lost or damaged equipment, software, and materials;", "probability": 0.00013300963765003112 }, { "score": 2.941602945327759, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement", "probability": 0.00012593841007533103 }, { "score": 2.583127737045288, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.\n\n 13.5 Liquidated Damages. Customer acknowledges that M&I shall suffer a material adverse impact on its business if this Agreement is terminated pursuant to Sections 11.1 or 11.2(A) and that the resulting damages may not be susceptible of precise determination.", "probability": 8.799832412273484e-05 }, { "score": 2.232501983642578, "text": "Customer acknowledges that M&I shall suffer a material adverse impact on its business if this Agreement is terminated pursuant to Sections 11.1 or 11.2(A) and that the resulting damages may not be susceptible of precise determination.", "probability": 6.197257923641668e-05 }, { "score": 2.170621395111084, "text": "13.1 Direct Damages. Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 5.825392244573059e-05 }, { "score": 2.165304660797119, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.\n\n 13.3 Equitable Relief. Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.\n\n 13.4 Limitation of Liability. Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 5.7945023711244375e-05 }, { "score": 2.102802276611328, "text": "Following an Event of Default, the non-defaulting party shall have the right to and commence the dispute resolution procedures set forth in Article 15 or to terminate this Agreement and collect its Damages.\n\n13. DAMAGES\n\n 13.1 Direct Damages. Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 5.443418241802058e-05 }, { "score": 2.089080572128296, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement;", "probability": 5.369235386874342e-05 }, { "score": 2.0180397033691406, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 5.001033762515472e-05 }, { "score": 1.938010334968567, "text": "Direct Damages. Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 4.616400436721409e-05 }, { "score": 1.8230245113372803, "text": "Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).", "probability": 4.1149613908066034e-05 }, { "score": 1.559903621673584, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:\n\n A. Costs of recreating or reloading any of Customer's information that is lost or damaged;\n\n B. Costs of implementing a work-around in respect of a failure to provide the Services;\n\n C. Costs of replacing lost or damaged equipment, software, and materials;\n\n D. Costs and expenses incurred by Customer to correct errors in software maintenance and enhancements provided as part of the Services", "probability": 3.1629608345460885e-05 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Termination For Convenience": [ { "score": 14.531656265258789, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "probability": 0.39288608230439637 }, { "score": 14.300674438476562, "text": "M&I may, at any time, withdraw any of the Services (other than the Core Services) upon providing ninety (90) days' prior written notice to Customer.", "probability": 0.31185485653569434 }, { "score": 13.577749252319336, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "probability": 0.15135267203709793 }, { "score": 12.255327224731445, "text": "Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.040333833690951 }, { "score": 12.229366302490234, "text": "In the event M&I is unable to resume all Services to Customer within thirty (30) days following the declaration of any Disaster, Customer shall have the right to terminate this Agreement without penalty upon written notice to M&I delivered within forty-five (45) days after declaration of such Disaster.", "probability": 0.03930020519746948 }, { "text": "", "score": 11.788249969482422, "probability": 0.02528252402772172 }, { "score": 11.481622695922852, "text": "Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.018606037663372994 }, { "score": 10.122587203979492, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.0047800482550946705 }, { "score": 9.471403121948242, "text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.", "probability": 0.002492450989894515 }, { "score": 9.302908897399902, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.002105961926747534 }, { "score": 9.247701644897461, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value", "probability": 0.0019928486201555616 }, { "score": 9.143343925476074, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value. The Termination for Convenience Fee shall apply to any early termination of this Agreement other than pursuant to an Event of Default on the part of Customer or M&I or pursuant to Section 11.3 below. Fifty percent of the Termination for Convenience Fee shall be paid to M&I within thirty (30) days following the date of Customer's notice and the remaining 50% shall be paid to M&I within thirty (30) days prior to the Effective Date of Termination.", "probability": 0.0017953632392321195 }, { "score": 9.055530548095703, "text": "Customer understands and agrees that M&I may terminate EFT services immediately in the event M&I's access to any shared electronic funds transfer system is terminated by the network provider.", "probability": 0.0016444302732470967 }, { "score": 8.711613655090332, "text": "Commencing six (6) months prior to the expiration of the Term of this Agreement, or upon any termination of this Agreement for any reason, M&I shall provide Customer, at Customer's expense, all necessary assistance to allow the Services to continue without interruption or adverse affect to Customer and to facilitate the orderly transition of Services to Customer or its designee (\"Termination Assistance\"). At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.0011658810797117317 }, { "score": 8.66500186920166, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value", "probability": 0.0011127843599903072 }, { "score": 8.272239685058594, "text": "Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term", "probability": 0.0007513400922007147 }, { "score": 8.214451789855957, "text": "M&I may, at any time, withdraw any of the Services (other than the Core Services) upon providing ninety (90) days' prior written notice to Customer", "probability": 0.0007091524371956498 }, { "score": 8.125500679016113, "text": "All policies of such insurance shall be written by a carrier or carriers rated \"A\" or above by Best, shall contain a clause requiring the carrier to give Customer at least thirty (30) days' prior written notice of any material change or cancellation of coverage for any reason, and simultaneously with M&I's execution of this Agreement, and annually thereafter, at Customer's request, M&I shall deliver to Customer original Certificates of Insurance evidencing the coverage required by this Section.", "probability": 0.0006487966865077422 }, { "score": 8.108482360839844, "text": "\"Effective Date of Termination\" shall mean the last day on which M&I provides the Services to Customer (excluding any Termination Assistance) following delivery of a notice of termination.", "probability": 0.0006378486806205597 }, { "score": 7.954614162445068, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.0005468819026978074 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Rofr/Rofo/Rofn": [ { "score": 12.669902801513672, "text": "Customer agrees that M&I will have the opportunity to bid on and be considered for all software development, maintenance and other technology projects related to the Services that Customer wishes to implement.", "probability": 0.2454478039171838 }, { "text": "", "score": 12.280878067016602, "probability": 0.16634427372150912 }, { "score": 12.223383903503418, "text": "Customer agrees that M&I will have the opportunity to bid on and be considered for all software development, maintenance and other technology projects related to the Services that Customer wishes to implement.", "probability": 0.15705018677957736 }, { "score": 12.092419624328613, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.1377721365609894 }, { "score": 11.790714263916016, "text": "Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.10189020130533465 }, { "score": 11.660638809204102, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.08946256959469459 }, { "score": 10.746405601501465, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.035858732195880094 }, { "score": 10.35903549194336, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.024342334711412547 }, { "score": 9.847505569458008, "text": "M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.", "probability": 0.01459511788330647 }, { "score": 9.334519386291504, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement. Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.", "probability": 0.008738170982862439 }, { "score": 8.754770278930664, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement.", "probability": 0.004893715303211842 }, { "score": 8.420286178588867, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.003502467395871184 }, { "score": 8.12756061553955, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement. Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "probability": 0.0026136354041057363 }, { "score": 7.862255573272705, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement", "probability": 0.0020045850566541143 }, { "score": 7.527894973754883, "text": "In the event a Service provided as part of the monthly Base Fee is terminated by M&I, the parties agree to negotiate in good faith an appropriate reduction in the monthly Base Fee.", "probability": 0.0014348732037269823 }, { "score": 7.426373481750488, "text": "Customer agrees that M&I will have the opportunity to bid on and be considered for all software development, maintenance and other technology projects related to the Services that Customer wishes to implement", "probability": 0.001296353072784468 }, { "score": 7.127309799194336, "text": "This Agreement documents the terms and conditions under which Customer agrees to purchase and M&I agrees to provide the Services.", "probability": 0.000961261601528171 }, { "score": 6.929890155792236, "text": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement", "probability": 0.0007890478351344912 }, { "score": 6.523296356201172, "text": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement. Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement.", "probability": 0.0005254384973172627 }, { "score": 6.426778793334961, "text": "Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement.", "probability": 0.0004770949769151832 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Change Of Control": [ { "score": 12.918594360351562, "text": "If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.", "probability": 0.3823400215252826 }, { "score": 12.345671653747559, "text": "\"Change in Control\" shall mean any event or series of events by which (i) any person or entity or group of persons or entities shall acquire Control of another person or entity or (ii) in the case of a corporation, during any period of 12 consecutive months commencing before or after the date hereof, individuals who at the beginning of such 12-month period were directors of such corporation shall cease for any reason to constitute a majority of the board of directors of such corporation.", "probability": 0.21559197460340404 }, { "text": "", "score": 12.3306884765625, "probability": 0.21238580116138955 }, { "score": 11.896892547607422, "text": "If the Customer expands it operations by acquiring Control of additional financial institutions or the Customer experiences a Change in Control (as hereinafter defined), the following provisions shall apply:", "probability": 0.1376354480075137 }, { "score": 9.869340896606445, "text": "C. \"Change in Control\" shall mean any event or series of events by which (i) any person or entity or group of persons or entities shall acquire Control of another person or entity or (ii) in the case of a corporation, during any period of 12 consecutive months commencing before or after the date hereof, individuals who at the beginning of such 12-month period were directors of such corporation shall cease for any reason to constitute a majority of the board of directors of such corporation.", "probability": 0.01812073490846246 }, { "score": 9.333192825317383, "text": "Change in Control of Customer. If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.", "probability": 0.010600580739530996 }, { "score": 8.587653160095215, "text": "\"Controlling\" shall mean having Control of any entity and \"Controlled\" shall mean being the subject of Control by another entity.", "probability": 0.005029744165775618 }, { "score": 8.509926795959473, "text": "\"Change in Control\" shall mean any event or series of events by which (i) any person or entity or group of persons or entities shall acquire Control of another person or entity or (ii) in the case of a corporation, during any period of 12 consecutive months commencing before or after the date hereof, individuals who at the beginning of such 12-month period were directors of such corporation shall cease for any reason to constitute a majority of the board of directors of such corporation", "probability": 0.004653607647700715 }, { "score": 7.985074520111084, "text": "B. Change in Control of Customer. If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.", "probability": 0.002753273262572591 }, { "score": 7.822968006134033, "text": "If the Customer expands it operations by acquiring Control of additional financial institutions or the Customer experiences a Change in Control (as hereinafter defined), the following provisions shall apply:\n\n A. Acquisition of Additional Financial Institutions.", "probability": 0.002341247640971686 }, { "score": 7.5056586265563965, "text": "(ii) in the case of a corporation, during any period of 12 consecutive months commencing before or after the date hereof, individuals who at the beginning of such 12-month period were directors of such corporation shall cease for any reason to constitute a majority of the board of directors of such corporation.", "probability": 0.0017046751890046708 }, { "score": 7.3962626457214355, "text": "If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\"; provided that (a) the Conversion of each new Affiliate must be scheduled at a mutually agreeable time (taking into account, among other things, the availability of M&I Conversion resources) and must be completed before M&I has any obligation to provide Services to such new Affiliate; (b) the Customer will be liable for any and all Expenses in connection with the Conversion of such new Affiliate and (c) Customer shall pay Conversion Fees in an amount to be mutually agreed upon with respect to each new Affiliate.", "probability": 0.0015280289039598992 }, { "score": 7.132749557495117, "text": "\"Change in Control\" shall mean any event or series of events by which (i) any person or entity or group of persons or entities shall acquire Control of another person or entity", "probability": 0.0011740572892369769 }, { "score": 6.894061088562012, "text": "\"Control\" shall mean the direct or indirect ownership of over 50% of the capital stock (or other ownership interest, if not a corporation) of any entity or the possession, directly or indirectly, of the power to direct the management and policies of such entity by ownership of voting securities, by contract or otherwise. \"Controlling\" shall mean having Control of any entity and \"Controlled\" shall mean being the subject of Control by another entity.", "probability": 0.0009247582283508526 }, { "score": 6.487788677215576, "text": "\"Change in Control\" shall mean any event or series of events by which (i) any person or entity or group of persons or entities shall acquire Control of another person or entity or (ii) in the case of a corporation, during any period of 12 consecutive months commencing before or after the date hereof, individuals who at the beginning of such 12-month period were directors of such corporation shall cease for any reason to constitute a majority of the board of directors of such corporation.\n\nD. \"Commencement Date\" shall mean the date on which Conversion for all Banks has been completed. The parties anticipate the Commencement Date to be November 16, 1998.\n\nE. \"Contract Year\" shall mean a period commencing on the first day of the month in which the Commencement Date occurs (and each anniversary thereof) and terminating on the last date of the month occurring one (1) year thereafter.", "probability": 0.0006160079795384591 }, { "score": 6.429357528686523, "text": "If the Customer expands it operations by acquiring Control of additional financial institutions or the Customer experiences a Change in Control (as hereinafter defined),", "probability": 0.000581045326661467 }, { "score": 6.414034366607666, "text": "If the Customer expands it operations by acquiring Control of additional financial institutions or the Customer experiences a Change in Control (as hereinafter defined), the following provisions shall apply:\n\n A. Acquisition of Additional Financial Institutions. If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\";", "probability": 0.0005722097423726679 }, { "score": 6.391665935516357, "text": "Following Change in Control of Customer", "probability": 0.0005595523983945493 }, { "score": 6.271286964416504, "text": "If the Customer expands it operations by acquiring Control of additional financial institutions or the Customer experiences a Change in Control", "probability": 0.0004960904179903651 }, { "score": 6.033596515655518, "text": "C. \"Change in Control\" shall mean any event or series of events by which (i) any person or entity or group of persons or entities shall acquire Control of another person or entity or (ii) in the case of a corporation, during any period of 12 consecutive months commencing before or after the date hereof, individuals who at the beginning of such 12-month period were directors of such corporation shall cease for any reason to constitute a majority of the board of directors of such corporation", "probability": 0.0003911408618862546 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Anti-Assignment": [ { "score": 13.308159828186035, "text": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that (a) M&I's consent need not be obtained in connection with the assignment of this Agreement pursuant to a merger in which Customer is a party and as a result of which the surviving corporation becomes an Affiliate of another bank holding company, bank, savings and loan association or other financial institution having a capital and surplus of at least $100,000,000 so long as the provisions of Section 21.11 are complied with and (b) M&I may freely assign this Agreement (i) in connection with a merger, corporate reorganization or sale of all or substantially all of its assets, stock or securities, or (ii) to any entity which is a successor to the assets or the business of the M&I Data Services division of M&I.", "probability": 0.7121988559312495 }, { "text": "", "score": 12.158323287963867, "probability": 0.2255452094543389 }, { "score": 9.464470863342285, "text": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that (a) M&I's consent need not be obtained in connection with the assignment of this Agreement pursuant to a merger in which Customer is a party and as a result of which the surviving corporation becomes an Affiliate of another bank holding company, bank, savings and loan association or other financial institution having a capital and surplus of at least $100,000,000 so long as the provisions of Section 21.11 are complied with and (b) M&I may freely assign this Agreement", "probability": 0.015251352682502575 }, { "score": 9.278600692749023, "text": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that (a) M&I's consent need not be obtained in connection with the assignment of this Agreement pursuant to a merger in which Customer is a party and as a result of which the surviving corporation becomes an Affiliate of another bank holding company, bank, savings and loan association or other financial institution having a capital and surplus of at least $100,000,000 so long as the provisions of Section 21.11 are complied with and (b) M&I may freely assign this Agreement (i) in connection with a merger, corporate reorganization or sale of all or substantially all of its assets, stock or securities, or (ii) to any entity which is a successor to the assets or the business of the M&I Data Services division of M&I", "probability": 0.012664439529980387 }, { "score": 9.05163860321045, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 0.01009293767816995 }, { "score": 8.480236053466797, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data,", "probability": 0.005699813127969067 }, { "score": 8.479439735412598, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party,", "probability": 0.0056952760705798145 }, { "score": 7.605060577392578, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties,", "probability": 0.0023756187114929383 }, { "score": 7.255247592926025, "text": "Neither party shall reassign or replace its Account Representative during the first year of his or her assignment without the consent of the other party, except if such individual voluntarily resigns, is dismissed for cause, or is unable to work due to his or her death or disability.", "probability": 0.0016743833181126285 }, { "score": 6.930284023284912, "text": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld,", "probability": 0.0012098318216229864 }, { "score": 6.888749122619629, "text": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld,", "probability": 0.0011606108471514213 }, { "score": 6.810533046722412, "text": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that (a) M&I's consent need not be obtained in connection with the assignment of this Agreement pursuant to a merger in which Customer is a party and as a result of which the surviving corporation becomes an Affiliate of another bank holding company, bank, savings and loan association or other financial institution having a capital and surplus of at least $100,000,000 so long as the provisions of Section 21.11 are complied with", "probability": 0.0010732918091278386 }, { "score": 6.775510787963867, "text": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party,", "probability": 0.0010363533159237631 }, { "score": 6.504930019378662, "text": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that", "probability": 0.0007906715397032585 }, { "score": 6.394289970397949, "text": "provided that (a) M&I's consent need not be obtained in connection with the assignment of this Agreement pursuant to a merger in which Customer is a party and as a result of which the surviving corporation becomes an Affiliate of another bank holding company, bank, savings and loan association or other financial institution having a capital and surplus of at least $100,000,000 so long as the provisions of Section 21.11 are complied with and (b) M&I may freely assign this Agreement (i) in connection with a merger, corporate reorganization or sale of all or substantially all of its assets, stock or securities, or (ii) to any entity which is a successor to the assets or the business of the M&I Data Services division of M&I.", "probability": 0.0007078573466780979 }, { "score": 6.369099140167236, "text": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that", "probability": 0.0006902485536575747 }, { "score": 6.1988325119018555, "text": "(b) M&I may freely assign this Agreement (i) in connection with a merger, corporate reorganization or sale of all or substantially all of its assets, stock or securities, or (ii) to any entity which is a successor to the assets or the business of the M&I Data Services division of M&I.", "probability": 0.0005821831722423638 }, { "score": 6.171447277069092, "text": "This Agreement may not be assigned by either party, by operation of law or otherwise,", "probability": 0.0005664562746020719 }, { "score": 6.0391364097595215, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or", "probability": 0.0004962545620520381 }, { "score": 6.023088455200195, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party", "probability": 0.0004883542528429629 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.148240089416504, "probability": 0.5573282615939529 }, { "score": 11.624935150146484, "text": "M&I shall implement such change at Customer's sole cost and expense (shared equitably among all of M&I's other service bureau customers who are affected by such change).", "probability": 0.33024984222370374 }, { "score": 9.60086441040039, "text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.", "probability": 0.043631472047483126 }, { "score": 8.858381271362305, "text": "Fifty percent of the Termination for Convenience Fee shall be paid to M&I within thirty (30) days following the date of Customer's notice and the remaining 50% shall be paid to M&I within thirty (30) days prior to the Effective Date of Termination. In addition to the foregoing, Customer shall pay to M&I, any unamortized Conversion or other costs, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer. The Termination for Convenience Fee shall not be subject to the limitations set forth in Section 13.4.\n\n 11.2 For Cause.\n\n A. If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.", "probability": 0.02076555463614172 }, { "score": 8.82374382019043, "text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.", "probability": 0.020058602933129433 }, { "score": 8.32419204711914, "text": "Fifty percent of the Termination for Convenience Fee shall be paid to M&I within thirty (30) days following the date of Customer's notice and the remaining 50% shall be paid to M&I within thirty (30) days prior to the Effective Date of Termination.", "probability": 0.012171612091749419 }, { "score": 7.113711833953857, "text": "Fifty percent of the Termination for Convenience Fee shall be paid to M&I within thirty (30) days following the date of Customer's notice and the remaining 50% shall be paid to M&I within thirty (30) days prior to the Effective Date of Termination.", "probability": 0.003627799076797223 }, { "score": 6.469348430633545, "text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above", "probability": 0.0019045823508459234 }, { "score": 6.2913737297058105, "text": "Fifty percent of the Termination for Convenience Fee shall be paid to M&I within thirty (30) days following the date of Customer's notice and the remaining 50% shall be paid to M&I within thirty (30) days prior to the Effective Date of Termination. In addition to the foregoing, Customer shall pay to M&I, any unamortized Conversion or other costs, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer. The Termination for Convenience Fee shall not be subject to the limitations set forth in Section 13.4.\n\n 11.2 For Cause.\n\n A. If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above", "probability": 0.0015940660963341584 }, { "score": 6.256735801696777, "text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above", "probability": 0.001539796272676467 }, { "score": 6.1174635887146, "text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above. In addition to the foregoing, Customer shall pay to M&I, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer.", "probability": 0.0013396091659556273 }, { "score": 6.04104471206665, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value. The Termination for Convenience Fee shall apply to any early termination of this Agreement other than pursuant to an Event of Default on the part of Customer or M&I or pursuant to Section 11.3 below. Fifty percent of the Termination for Convenience Fee shall be paid to M&I within thirty (30) days following the date of Customer's notice and the remaining 50% shall be paid to M&I within thirty (30) days prior to the Effective Date of Termination.", "probability": 0.0012410515290675508 }, { "score": 5.720086574554443, "text": "The Termination for Convenience Fee shall not be subject to the limitations set forth in Section 13.4.\n\n 11.2 For Cause.\n\n A. If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.", "probability": 0.0009003253239314666 }, { "score": 5.468002796173096, "text": "Customer agrees to pay M&I the fees relating to the Conversion on the terms and conditions set forth on the Fee Schedule (\"Conversion Fees\").", "probability": 0.0006997144971723207 }, { "score": 5.324584007263184, "text": "Fifty percent of the Termination for Convenience Fee shall be paid to M&I within thirty (30) days following the date of Customer's notice and the remaining 50% shall be paid to M&I within thirty (30) days prior to the Effective Date of Termination. In addition to the foregoing, Customer shall pay to M&I, any unamortized Conversion or other costs, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer.", "probability": 0.0006062264534050109 }, { "score": 5.163337707519531, "text": "In addition to the foregoing, Customer shall pay to M&I, any unamortized Conversion or other costs, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer. The Termination for Convenience Fee shall not be subject to the limitations set forth in Section 13.4.\n\n 11.2 For Cause.\n\n A. If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.", "probability": 0.0005159486794006926 }, { "score": 5.0527729988098145, "text": "Customer acknowledges and agrees that the Monthly Base Fee pricing offered to Customer by M&I is based on certain services provided by M&I's Integrated Banking System.", "probability": 0.00046194350187957943 }, { "score": 5.049956321716309, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "probability": 0.0004606441869336919 }, { "score": 5.0490241050720215, "text": "Fifty percent of the Termination for Convenience Fee shall be paid to M&I within thirty (30) days following the date of Customer's notice and the remaining 50% shall be paid to M&I within thirty (30) days prior to the Effective Date of Termination. In addition to the foregoing, Customer shall pay to M&I, any unamortized Conversion or other costs, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer. The Termination for Convenience Fee shall not be subject to the limitations set forth in Section 13.4.", "probability": 0.0004602149668496751 }, { "score": 5.010295867919922, "text": "Customer agrees to pay M&I the fees relating to the Conversion on the terms and conditions set forth on the Fee Schedule (\"Conversion Fees\"). In addition to the Conversion Fees, Customer agrees to (i) reimburse M&I for all Expenses reasonably incurred in connection with the Conversion; (ii) for all Conversion charges of additional accounts as they are incurred or for the Conversion of products not identified in the Conversion Plan; (iii) for M&I personnel or any independent contractors who perform Conversion or related services which are identified as the responsibility of the Customer in the Conversion Plan; and (iv) for Conversion charges which may arise after the Conversion or with respect to accounts which are not currently Customer accounts which are later converted to the M&I system.\n\n 8.3 Pricing and Operational Assumptions. The Fee Schedule sets forth the operational and pricing assumptions made by M&I following completion of its preliminary due diligence of Customer's requirements and its evaluation of information provided by Customer. If, prior to the Conversion Date, the parties determine that one of more of the pricing or operational assumptions listed in the Fee Schedule is inaccurate or incomplete in any material respect, the parties will negotiate in good faith regarding an equitable adjustment to any materially and adversely impacted provisions of this Agreement.\n\n 8.4 Banking Applications Services. Following the Conversion of the Accounts DP Services, Customer agrees to pay to M&I the fees for the Accounts DP Services as set forth on the Fee Schedule.", "probability": 0.0004427323725903507 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Price Restrictions": [ { "score": 13.291149139404297, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.5965373274879646 }, { "text": "", "score": 12.068249702453613, "probability": 0.1756059176342446 }, { "score": 11.749956130981445, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller.", "probability": 0.12773385081329208 }, { "score": 10.392303466796875, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months", "probability": 0.03286131547387367 }, { "score": 9.63787841796875, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller.", "probability": 0.015454049856980711 }, { "score": 8.816336631774902, "text": "Customer acknowledges and agrees that the Monthly Base Fee pricing offered to Customer by M&I is based on certain services provided by M&I's Integrated Banking System.", "probability": 0.006795966738122615 }, { "score": 8.625263214111328, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller", "probability": 0.0056139574115876825 }, { "score": 8.454455375671387, "text": "If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.", "probability": 0.004732473731201897 }, { "score": 8.45022964477539, "text": "M&I will process transactions in an average of 2.5 seconds for teller transactions (not to exceed six (6) seconds for five percent (5%) of all transactions per month) and in an average of three point five (3.5) seconds (not to exceed seven (7) seconds for five percent (5%) of all transactions per month) for bank operations CRT transactions as measured over a calendar month, from the time the transaction is sent by the Customer's controller or gateway to the time the processed data is returned to the Customer's controller or gateway.", "probability": 0.004712517764709353 }, { "score": 8.435004234313965, "text": "In the event a Service provided as part of the monthly Base Fee is terminated by M&I, the parties agree to negotiate in good faith an appropriate reduction in the monthly Base Fee.", "probability": 0.004641311197586968 }, { "score": 8.238883972167969, "text": "Increases in actual volumes shall result in additional charges based on resource Units used, which charges are further\n\n\n\n\n\ndescribed in the Fee Schedule; and\n\n (iii) an hourly or daily fee for programming, training and related Services.", "probability": 0.0038147557910599888 }, { "score": 8.061258316040039, "text": "In the event a Service provided as part of the monthly Base Fee is terminated by M&I, the parties agree to negotiate in good faith an appropriate reduction in the monthly Base Fee.\n\n 10.3 Partial Termination by Customer.\n\n A. Customer acknowledges and agrees that the Monthly Base Fee pricing offered to Customer by M&I is based on certain services provided by M&I's Integrated Banking System.", "probability": 0.0031939263597883364 }, { "score": 7.969745635986328, "text": "Customer shall be entitled to receive discounts on certain Services as specifically set forth in the marked up price list made part of the Fee Schedule.", "probability": 0.002914616684850623 }, { "score": 7.856376647949219, "text": "(ii) a minimum monthly fee (\"Monthly Base Fee\") for certain bundled data processing Services, based on the volume of resource units used to provide such Services. Increases in actual volumes shall result in additional charges based on resource Units used, which charges are further\n\n\n\n\n\ndescribed in the Fee Schedule; and\n\n (iii) an hourly or daily fee for programming, training and related Services.", "probability": 0.0026022314466143744 }, { "score": 7.822075843811035, "text": "These costs and charges are included in one or more of the following categories:\n\n (i) one-time fees associated with Conversion, software licenses, interfaces and consulting fees;\n\n (ii) a minimum monthly fee (\"Monthly Base Fee\") for certain bundled data processing Services, based on the volume of resource units used to provide such Services. Increases in actual volumes shall result in additional charges based on resource Units used, which charges are further\n\n\n\n\n\ndescribed in the Fee Schedule; and\n\n (iii) an hourly or daily fee for programming, training and related Services.", "probability": 0.002514486283119022 }, { "score": 7.738659858703613, "text": "Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).", "probability": 0.0023132478585048103 }, { "score": 7.698263645172119, "text": "(ii) a minimum monthly fee (\"Monthly Base Fee\") for certain bundled data processing Services, based on the volume of resource units used to provide such Services.", "probability": 0.002221663684971584 }, { "score": 7.663963317871094, "text": "These costs and charges are included in one or more of the following categories:\n\n (i) one-time fees associated with Conversion, software licenses, interfaces and consulting fees;\n\n (ii) a minimum monthly fee (\"Monthly Base Fee\") for certain bundled data processing Services, based on the volume of resource units used to provide such Services.", "probability": 0.0021467519857272096 }, { "score": 7.637574672698975, "text": "Customer acknowledges and agrees that the Monthly Base Fee pricing offered to Customer by M&I is based on certain services provided by M&I's Integrated Banking System. Customer agrees that, during the Term, Customer shall be required to obtain from M&I all of those Services which are included in the Monthly Base Fee, as set forth on Schedule 6.2.", "probability": 0.002090843034404077 }, { "score": 7.304664611816406, "text": "Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense:\n\n 1. Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).", "probability": 0.0014987887613956141 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Minimum Commitment": [ { "score": 13.54828929901123, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.2685839668713065 }, { "score": 13.12255859375, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller.", "probability": 0.17546382311794145 }, { "score": 12.813064575195312, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.12875853994604708 }, { "text": "", "score": 12.201522827148438, "probability": 0.06985328535133133 }, { "score": 12.063835144042969, "text": "These costs and charges are included in one or more of the following categories:\n\n (i) one-time fees associated with Conversion, software licenses, interfaces and consulting fees;\n\n (ii) a minimum monthly fee (\"Monthly Base Fee\") for certain bundled data processing Services, based on the volume of resource units used to provide such Services.", "probability": 0.06086811265532623 }, { "score": 11.989738464355469, "text": "Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).", "probability": 0.05652102858100525 }, { "score": 11.556501388549805, "text": "Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense:\n\n 1. Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).", "probability": 0.036648616563523605 }, { "score": 11.247844696044922, "text": "Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).\n\n 2. Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).", "probability": 0.026915948389849623 }, { "score": 11.189949989318848, "text": "(ii) a minimum monthly fee (\"Monthly Base Fee\") for certain bundled data processing Services, based on the volume of resource units used to provide such Services.", "probability": 0.02540190779252223 }, { "score": 11.089834213256836, "text": "To effect payment of such minimum monthly fees, Customer hereby authorizes M&I to initiate debit entries from and, if necessary, initiate credit entries and adjustments to Customer's account at the depository institution designated in the ACH Authorization Agreement attached hereto as Exhibit B, which shall be executed by Customer contemporaneously with the execution of this Agreement.", "probability": 0.02298193574812302 }, { "score": 10.850835800170898, "text": "liability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).", "probability": 0.018096346951129633 }, { "score": 10.814606666564941, "text": "Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense:\n\n 1. Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).\n\n 2. Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).", "probability": 0.017452466029254474 }, { "score": 10.698296546936035, "text": "Any Disaster Recovery Plan shall provide, at a minimum, for M&I to provide alternate electrical power supplies for uninterrupted service.", "probability": 0.015536169766122978 }, { "score": 10.647802352905273, "text": "All minimum monthly fees (including the Monthly Base Fee) are due in advance on the first day of the calendar month in which the Services are to be performed, prorated for any partial month.", "probability": 0.014771160202314433 }, { "score": 10.616047859191895, "text": "All minimum monthly fees (including the Monthly Base Fee) are due in advance on the first day of the calendar month in which the Services are to be performed, prorated for any partial month. To effect payment of such minimum monthly fees, Customer hereby authorizes M&I to initiate debit entries from and, if necessary, initiate credit entries and adjustments to Customer's account at the depository institution designated in the ACH Authorization Agreement attached hereto as Exhibit B, which shall be executed by Customer contemporaneously with the execution of this Agreement.", "probability": 0.0143094785166172 }, { "score": 10.554697036743164, "text": "All minimum monthly fees (including the Monthly Base Fee) are due in advance on the first day of the calendar month in which the Services are to be performed, prorated for any partial month.", "probability": 0.013457967752031395 }, { "score": 10.246986389160156, "text": "(i) one-time fees associated with Conversion, software licenses, interfaces and consulting fees;\n\n (ii) a minimum monthly fee (\"Monthly Base Fee\") for certain bundled data processing Services, based on the volume of resource units used to provide such Services.", "probability": 0.009893328894749085 }, { "score": 10.108941078186035, "text": "liability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).\n\n 2. Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).", "probability": 0.008617675373114479 }, { "score": 10.066045761108398, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months", "probability": 0.008255833595359557 }, { "score": 9.984905242919922, "text": "Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).", "probability": 0.007612407902330268 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Volume Restriction": [ { "score": 12.168659210205078, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller.", "probability": 0.18833635686244654 }, { "score": 12.16109848022461, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.18691776607142885 }, { "text": "", "score": 12.107534408569336, "probability": 0.17716910905652292 }, { "score": 12.03726577758789, "text": "M&I will process transactions in an average of 2.5 seconds for teller transactions (not to exceed six (6) seconds for five percent (5%) of all transactions per month) and in an average of three point five (3.5) seconds (not to exceed seven (7) seconds for five percent (5%) of all transactions per month) for bank operations CRT transactions as measured over a calendar month, from the time the transaction is sent by the Customer's controller or gateway to the time the processed data is returned to the Customer's controller or gateway.", "probability": 0.16514701279916105 }, { "score": 11.500351905822754, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.09653659817102922 }, { "score": 11.017050743103027, "text": "In the event Customer does not receive Item Processing Services from M&I, Customer shall maintain adequate records for at least ten (10) business days including (i) microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which reconstruction of lost or damaged items or data can be made.", "probability": 0.05953837302008332 }, { "score": 10.793696403503418, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.04762065948089728 }, { "score": 10.160865783691406, "text": "In the event that an ACH Entry exceeds a credit limit established pursuant to this Section 6(F), M&I shall promptly give oral or written notice to Customer.", "probability": 0.025290683074189056 }, { "score": 9.775818824768066, "text": "In the event Customer does not receive Item Processing Services from M&I, Customer shall maintain adequate records for at least ten (10) business days including (i) microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which reconstruction of lost or damaged items or data can be made.", "probability": 0.01720825328785998 }, { "score": 8.97717571258545, "text": "M&I will process transactions in an average of 2.5 seconds for teller transactions (not to exceed six (6) seconds for five percent (5%) of all transactions per month)", "probability": 0.007742665428033872 }, { "score": 8.62979507446289, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller", "probability": 0.005470474511957497 }, { "score": 8.407257080078125, "text": "\"Control\" shall mean the direct or indirect ownership of over 50% of the capital stock (or other ownership interest, if not a corporation) of any entity or the possession, directly or indirectly, of the power to direct the management and policies of such entity by ownership of voting securities, by contract or otherwise.", "probability": 0.00437903055913388 }, { "score": 8.229251861572266, "text": "Straight time, overtime, or related expenses incurred by Customer, including overhead allocations of Customer for Customer's employees, wages and salaries of additional employees, travel expenses, overtime expenses, telecommunication charges, and similar charges, due to failure of M&I to provide the Services or incurred in connection with subsections (A) through (E) above, to the extent that such straight time, overtime, or related expenses exceed what Customer would have paid to M&I if M&I were providing the Services, and limited to the amount that M&I would have paid to Customer under subsection (E) above if Customer chose to procure the Services from an alternate source.", "probability": 0.003664977322937346 }, { "score": 8.12905216217041, "text": "M&I will process transactions in an average of 2.5 seconds for teller transactions (not to exceed six (6) seconds for five percent (5%) of all transactions per month) and in an average of three point five (3.5) seconds (not to exceed seven (7) seconds for five percent (5%) of all transactions per month) for bank operations CRT transactions as measured over a calendar month, from the time the transaction is sent by the Customer's controller or gateway to the time the processed data is returned to the Customer's controller or gateway", "probability": 0.0033155464392900713 }, { "score": 7.993091583251953, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event", "probability": 0.002894064367107262 }, { "score": 7.832319259643555, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months", "probability": 0.0024642550378227656 }, { "score": 7.742756366729736, "text": "In the event Customer does not receive Item Processing Services from M&I, Customer shall maintain adequate records for at least ten (10) business days including (i) microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which reconstruction of lost or damaged items or data can be made. Customer assumes all responsibility and liability for any loss or damage resulting from failure to maintain such records.", "probability": 0.0022531441775997334 }, { "score": 7.472694396972656, "text": "In the event that an ACH Entry exceeds a credit limit established pursuant to this Section 6(F), M&I shall promptly give oral or written notice to Customer. Customer may either approve the ACH Entry as an exception to the credit limit, request that it be held over to the next day, or reject such ACH Entry provided, however, that any exception to the credit limit must be approved in writing by Customer.", "probability": 0.001719897478032706 }, { "score": 7.11136531829834, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller. The time prescribed by Customer for each banking day for which on-line computing facilities shall be made available for each product or service is set forth below. \"Availability\" for purposes of this paragraph shall be expressed as a percentage for each calendar month and shall be the number 100 less the ratio of (i) time period of unscheduled outages over (ii) total time prescribed less the time period of scheduled outages.", "probability": 0.0011983380093286513 }, { "score": 7.055117607116699, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller. The time prescribed by Customer for each banking day for which on-line computing facilities shall be made available for each product or service is set forth below.", "probability": 0.0011327948451380996 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Ip Ownership Assignment": [ { "score": 12.914312362670898, "text": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 0.24355221040659839 }, { "score": 12.87855339050293, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 0.2349969096953066 }, { "score": 12.702472686767578, "text": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 0.19705673064314178 }, { "score": 12.643524169921875, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property.", "probability": 0.18577627798784419 }, { "text": "", "score": 12.265739440917969, "probability": 0.12732697883295896 }, { "score": 9.288869857788086, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property", "probability": 0.006487575142670131 }, { "score": 8.035489082336426, "text": "Customer shall remain the sole and exclusive owner of all Customer Data and other Confidential Information (as hereinafter defined), regardless of whether such data is maintained on magnetic tape, magnetic disk, or any other storage or processing device.", "probability": 0.0018524480889911604 }, { "score": 7.113923072814941, "text": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software", "probability": 0.0007370806564823962 }, { "score": 7.078164100646973, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software", "probability": 0.0007111890964996073 }, { "score": 6.556103706359863, "text": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\"). M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.", "probability": 0.0004219462594551684 }, { "score": 6.353375434875488, "text": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software", "probability": 0.0003445191536045197 }, { "score": 5.539125442504883, "text": "(including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 0.00015261214377446585 }, { "score": 5.072061538696289, "text": "Any", "probability": 9.566340103636026e-05 }, { "score": 5.03630256652832, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any", "probability": 9.230301616625525e-05 }, { "score": 4.981747627258301, "text": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I", "probability": 8.74023246000586e-05 }, { "score": 4.84766960144043, "text": "All", "probability": 7.643524056361167e-05 }, { "score": 4.662505149841309, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 6.35152098329497e-05 }, { "score": 4.612109184265137, "text": "M&I reserves the right to determine the programming (whether hardware or software) utilized by M&I with the equipment used in fulfilling its duties under this Agreement. All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 6.039361796755868e-05 }, { "score": 4.538725852966309, "text": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\"). M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software", "probability": 5.612044054576135e-05 }, { "score": 4.456463813781738, "text": "Customer agrees that, during the Term, Customer shall be required to obtain from M&I all of those Services which are included in the Monthly Base Fee, as set forth on Schedule 6.2.\n\nREDACTED\n\n 10.4 Development of Custom Software. M&I reserves the right to determine the programming (whether hardware or software) utilized by M&I with the equipment used in fulfilling its duties under this Agreement. All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 5.168864196016148e-05 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.214709281921387, "probability": 0.9727610611935759 }, { "score": 8.413639068603516, "text": "Customer understands and agrees that M&I may terminate EFT services immediately in the event M&I's access to any shared electronic funds transfer system is terminated by the network provider.", "probability": 0.0217381388713951 }, { "score": 6.305505275726318, "text": "Customer understands and agrees that M&I may terminate EFT services immediately in the event M&I's access to any shared electronic funds transfer system is terminated by the network provider", "probability": 0.0026404107090280816 }, { "score": 5.632027626037598, "text": "A. Customer understands and agrees that M&I may terminate EFT services immediately in the event M&I's access to any shared electronic funds transfer system is terminated by the network provider.", "probability": 0.0013464302446260057 }, { "score": 5.056088924407959, "text": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 0.0007569319872762598 }, { "score": 4.0798726081848145, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 0.0002851618996997503 }, { "score": 3.5238938331604004, "text": "A. Customer understands and agrees that M&I may terminate EFT services immediately in the event M&I's access to any shared electronic funds transfer system is terminated by the network provider", "probability": 0.00016354338602316815 }, { "score": 3.3131818771362305, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property.", "probability": 0.00013247134488937896 }, { "score": 2.5426719188690186, "text": "The performance by M&I of its duties and obligations under this Agreement shall be that of an independent contractor and nothing contained in this Agreement shall create or imply an agency's relationship between Customer and M&I, nor shall this Agreement be\n\n\n\n\n\ndeemed to constitute a joint venture or partnership between Customer and M&I.", "probability": 6.130469305277933e-05 }, { "score": 2.244854211807251, "text": "Customer", "probability": 4.551485206582087e-05 }, { "score": 1.047234296798706, "text": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\"). M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.", "probability": 1.3741476990881373e-05 }, { "score": 0.8947985172271729, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property", "probability": 1.1798624975039776e-05 }, { "score": 0.6978508234024048, "text": "M&I agrees to provide the EFT services more particularly described on Schedule 6.2.\n\n A. Customer understands and agrees that M&I may terminate EFT services immediately in the event M&I's access to any shared electronic funds transfer system is terminated by the network provider.", "probability": 9.689427119089649e-06 }, { "score": 0.6904888153076172, "text": "Customer understands and agrees that M&I may terminate EFT services immediately in the event M&I's access to any shared electronic funds transfer system is terminated by the network provider. Customer further agrees that the software used to provide the EFT services may not be available for license by Customer.", "probability": 9.618355414439482e-06 }, { "score": 0.07101798057556152, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\"). M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.", "probability": 5.176879494154574e-06 }, { "score": 0.027350544929504395, "text": "\"Control\" shall mean the direct or indirect ownership of over 50% of the capital stock (or other ownership interest, if not a corporation) of any entity or the possession, directly or indirectly, of the power to direct the management and policies of such entity by ownership of voting securities, by contract or otherwise.", "probability": 4.955683128833824e-06 }, { "score": -0.24745655059814453, "text": "Any", "probability": 3.7649249570147934e-06 }, { "score": -0.27705860137939453, "text": "The performance by M&I of its duties and obligations under this Agreement shall be that of an independent contractor and nothing contained in this Agreement shall create or imply an agency's relationship between Customer and M&I, nor shall this Agreement be\n\n\n\n\n\ndeemed to constitute a joint venture or partnership between Customer and M&I", "probability": 3.655108867018715e-06 }, { "score": -0.30480265617370605, "text": "The performance by M&I of its duties and obligations under this Agreement shall be that of an independent contractor and nothing contained in this Agreement shall create or imply an agency's relationship between Customer and M&I, nor shall this Agreement be\n\n\n\n\n\ndeemed to constitute a joint venture or partnership between Customer and M&I.\n\n 22.6 Notices. Except as otherwise specified in the Agreement, all notices, requests, approvals, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by (i) first class U.S. mail, registered or certified, return receipt requested, postage pre-paid; or (ii) U.S. express mail, or other, similar overnight courier service to the address specified below. Notices shall be deemed given on the day actually received by the party to whom the notice is addressed.\n\n In the case of Customer:", "probability": 3.5550951348030427e-06 }, { "score": -0.4498007893562317, "text": "Customer acknowledges and agrees that the Monthly Base Fee pricing offered to Customer by M&I is based on certain services provided by M&I's Integrated Banking System. Customer agrees that, during the Term, Customer shall be required to obtain from M&I all of those Services which are included in the Monthly Base Fee, as set forth on Schedule 6.2.\n\nREDACTED\n\n 10.4 Development of Custom Software. M&I reserves the right to determine the programming (whether hardware or software) utilized by M&I with the equipment used in fulfilling its duties under this Agreement. All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 3.0752422866448475e-06 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__License Grant": [ { "text": "", "score": 11.862971305847168, "probability": 0.5821852733453144 }, { "score": 11.363759994506836, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.35339182416001386 }, { "score": 9.46076488494873, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.05269825353554279 }, { "score": 7.169490337371826, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 0.005329768307273626 }, { "score": 5.723180294036865, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or\n\n B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.\n\n 23.5 Use of Source Code. In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data,", "probability": 0.0012548270123815283 }, { "score": 5.665501117706299, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees", "probability": 0.0011844973981254522 }, { "score": 5.318051815032959, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or\n\n B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "probability": 0.0008368329965204343 }, { "score": 5.141507148742676, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A.", "probability": 0.0007014010663568827 }, { "score": 4.625179290771484, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data,", "probability": 0.000418531434770144 }, { "score": 4.512444019317627, "text": "M&I has the right to provide the Services hereunder, using all computer software required for that purpose.", "probability": 0.000373910598952609 }, { "score": 4.373401165008545, "text": "M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.\n\n 23.3 Cost of Escrow. M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be\n\n\n\n\n\npaid to DSI. M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term.\n\n 23.4 Customer's Right to Obtain the Source Code. M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.0003253735393891716 }, { "score": 4.057003974914551, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or\n\n B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.\n\n 23.5 Use of Source Code. In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but", "probability": 0.00023712245233034176 }, { "score": 3.7371580600738525, "text": "M", "probability": 0.000172212773816664 }, { "score": 3.732093095779419, "text": "Customer's Right to Obtain the Source Code. M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.00017134272750299714 }, { "score": 3.6848349571228027, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or\n\n B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.\n\n 23.5 Use of Source Code. In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not", "probability": 0.00016343374296679688 }, { "score": 3.656052827835083, "text": "Customer's Right to Obtain the Source Code. M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.00015879682217552284 }, { "score": 3.321481704711914, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events", "probability": 0.00011364214293133187 }, { "score": 3.304457902908325, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or\n\n B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.\n\n 23.5 Use of Source Code. In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party,", "probability": 0.0001117238958694435 }, { "score": 3.1604647636413574, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or", "probability": 9.674101631080296e-05 }, { "score": 2.899106025695801, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events", "probability": 7.449103145498895e-05 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.115762710571289, "probability": 0.5313655929565083 }, { "score": 11.364194869995117, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.2506061147831619 }, { "score": 10.469764709472656, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 0.10245793070820693 }, { "score": 10.253401756286621, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or\n\n B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "probability": 0.08252401393841702 }, { "score": 8.121305465698242, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party,", "probability": 0.009786393851090461 }, { "score": 8.063505172729492, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data,", "probability": 0.009236774507810193 }, { "score": 7.867729663848877, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties,", "probability": 0.007594446348793975 }, { "score": 6.233325481414795, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or", "probability": 0.0014814377281211096 }, { "score": 5.89277982711792, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or", "probability": 0.0010538682052657585 }, { "score": 5.649842262268066, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A.", "probability": 0.000826570418096637 }, { "score": 5.646612167358398, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party", "probability": 0.0008239048245743197 }, { "score": 5.081602096557617, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties", "probability": 0.00046826995113217 }, { "score": 4.898285388946533, "text": "(2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 0.0003898368197504352 }, { "score": 4.881775856018066, "text": "but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 0.00038345363264219863 }, { "score": 4.493125915527344, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data", "probability": 0.0002599706570768493 }, { "score": 4.07494592666626, "text": "Customer's Right to Obtain the Source Code. M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.0001711240579218587 }, { "score": 4.071257591247559, "text": "In", "probability": 0.00017049405753859806 }, { "score": 3.9087326526641846, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees", "probability": 0.00014491907807404682 }, { "score": 3.862872838973999, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23,", "probability": 0.00013842320436082225 }, { "score": 3.6901073455810547, "text": "M&I ceases to do business or refuses to provide the Services to Customer; or\n\n B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "probability": 0.00011646027145630803 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.187520027160645, "probability": 0.9276544261624168 }, { "score": 8.761018753051758, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.030149188389522876 }, { "score": 8.026633262634277, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 0.014465586927519692 }, { "score": 7.040931701660156, "text": "Customer agrees to pay any and all fees owed under this Agreement for Services rendered to it and its subsidiaries and other Affiliates.", "probability": 0.005398229083761518 }, { "score": 6.575875759124756, "text": "If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\"; provided that (a) the Conversion of each new Affiliate must be scheduled at a mutually agreeable time (taking into account, among other things, the availability of M&I Conversion resources) and must be completed before M&I has any obligation to provide Services to such new Affiliate; (b) the Customer will be liable for any and all Expenses in connection with the Conversion of such new Affiliate and (c) Customer shall pay Conversion Fees in an amount to be mutually agreed upon with respect to each new Affiliate.", "probability": 0.0033906275077612395 }, { "score": 6.468592643737793, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not", "probability": 0.0030457034556835116 }, { "score": 6.327733993530273, "text": "Customer agrees to pay any and all fees owed under this Agreement for Services rendered to it and its subsidiaries and other Affiliates.", "probability": 0.0026455348172318618 }, { "score": 6.313632965087891, "text": "All processing for Customer and Customer's subsidiaries and Affiliates which M&I does shall be included as part of the Services provided under this Agreement and shall be done in accordance with the terms and conditions of this Agreement. Customer agrees that it is responsible for assuring compliance with the Agreement by its affiliates and subsidiaries. Customer agrees to be responsible for the submission of its affiliates' data to M&I for processing and for the transmission to Customer's affiliates of such data processed by and received from M&I. Customer agrees to pay any and all fees owed under this Agreement for Services rendered to it and its subsidiaries and other Affiliates.", "probability": 0.0026084918413539823 }, { "score": 6.045274257659912, "text": "Customer understands and agrees that Marshall & Ilsley Corporation is a bank holding company and that the actual performance of the Services may be made by the divisions, subsidiaries and/or Affiliates of Marshall & Ilsley Corporation.", "probability": 0.0019945401217028435 }, { "score": 5.687700271606445, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property.", "probability": 0.0013949234263738015 }, { "score": 5.646842002868652, "text": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 0.0013390779144342784 }, { "score": 5.577940940856934, "text": "If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\"; provided that (a) the Conversion of each new Affiliate must be scheduled at a mutually agreeable time (taking into account, among other things, the availability of M&I Conversion resources) and must be completed before M&I has any obligation to provide Services to such new Affiliate;", "probability": 0.0012499208027773614 }, { "score": 5.563364505767822, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party,", "probability": 0.001231833557360851 }, { "score": 5.520865440368652, "text": "All processing for Customer and Customer's subsidiaries and Affiliates which M&I does shall be included as part of the Services provided under this Agreement and shall be done in accordance with the terms and conditions of this Agreement.", "probability": 0.0011805786398526512 }, { "score": 5.163521766662598, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data,", "probability": 0.0008258525909842413 }, { "score": 4.581607341766357, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees", "probability": 0.0004615091458565194 }, { "score": 4.205904960632324, "text": "Customer agrees to pay any and all fees owed under this Agreement for Services rendered to it and its subsidiaries and other Affiliates.\n\n 21.11 Future Acquisitions. Customer acknowledges that M&I has established the Fee Schedule and enters into this Agreement on the basis of M&I's understanding of the Customer's current need for Services and Customer's anticipated future need for Services as a result of internally generated to include additional branch locations which Customer may open and other operations Customer may commence. If the Customer expands it operations by acquiring Control of additional financial institutions or the Customer experiences a Change in Control (as hereinafter defined), the following provisions shall apply:\n\n A. Acquisition of Additional Financial Institutions. If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\"; provided that (a) the Conversion of each new Affiliate must be scheduled at a mutually agreeable time (taking into account, among other things, the availability of M&I Conversion resources) and must be completed before M&I has any obligation to provide Services to such new Affiliate;", "probability": 0.0003169675777598626 }, { "score": 4.014376640319824, "text": "Customer understands and agrees that Marshall & Ilsley Corporation is a bank holding company and that the actual performance of the Services may be made by the divisions, subsidiaries and/or Affiliates of Marshall & Ilsley Corporation", "probability": 0.00026171893741173355 }, { "score": 3.7529685497283936, "text": "If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\";", "probability": 0.00020151485069337395 }, { "score": 3.660813570022583, "text": "All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "probability": 0.00018377424954098287 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.255197525024414, "probability": 0.9880491120616609 }, { "score": 6.306948184967041, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.0025792097795436526 }, { "score": 6.215484619140625, "text": "If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\"; provided that (a) the Conversion of each new Affiliate must be scheduled at a mutually agreeable time (taking into account, among other things, the availability of M&I Conversion resources) and must be completed before M&I has any obligation to provide Services to such new Affiliate; (b) the Customer will be liable for any and all Expenses in connection with the Conversion of such new Affiliate and (c) Customer shall pay Conversion Fees in an amount to be mutually agreed upon with respect to each new Affiliate.", "probability": 0.0023537728272580226 }, { "score": 5.886746406555176, "text": "Customer understands and agrees that Marshall & Ilsley Corporation is a bank holding company and that the actual performance of the Services may be made by the divisions, subsidiaries and/or Affiliates of Marshall & Ilsley Corporation.", "probability": 0.001694319671658479 }, { "score": 5.7563323974609375, "text": "All processing for Customer and Customer's subsidiaries and Affiliates which M&I does shall be included as part of the Services provided under this Agreement and shall be done in accordance with the terms and conditions of this Agreement.", "probability": 0.0014871585375733044 }, { "score": 5.572856903076172, "text": "All processing for Customer and Customer's subsidiaries and Affiliates which M&I does shall be included as part of the Services provided under this Agreement and shall be done in accordance with the terms and conditions of this Agreement. Customer agrees that it is responsible for assuring compliance with the Agreement by its affiliates and subsidiaries. Customer agrees to be responsible for the submission of its affiliates' data to M&I for processing and for the transmission to Customer's affiliates of such data processed by and received from M&I. Customer agrees to pay any and all fees owed under this Agreement for Services rendered to it and its subsidiaries and other Affiliates.", "probability": 0.001237869532651559 }, { "score": 5.068441390991211, "text": "Customer agrees to pay any and all fees owed under this Agreement for Services rendered to it and its subsidiaries and other Affiliates.", "probability": 0.0007474979404616583 }, { "score": 4.49199914932251, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or\n\n B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "probability": 0.00042001453102483426 }, { "score": 4.300221920013428, "text": "Customer understands and agrees that Marshall & Ilsley Corporation is a bank holding company and that the actual performance of the Services may be made by the divisions, subsidiaries and/or Affiliates of Marshall & Ilsley Corporation. For purposes of this\n\n\n\n\n\nAgreement, performance of the Services by any division, subsidiary or Affiliate of Marshall & Ilsley Corporation shall be deemed performance by Marshall & Ilsley Corporation itself.", "probability": 0.0003467181073508239 }, { "score": 4.21584939956665, "text": "Customer agrees to pay any and all fees owed under this Agreement for Services rendered to it and its subsidiaries and other Affiliates.", "probability": 0.0003186647337099838 }, { "score": 3.662201404571533, "text": "\"Affiliate\" shall mean, with respect to a party, any entity at any time Controlling, Controlled by or under common Control with, such party.", "probability": 0.00018318408269379574 }, { "score": 3.55126953125, "text": "If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\";", "probability": 0.00016394970275792557 }, { "score": 2.923579692840576, "text": "If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\";", "probability": 8.752021995567171e-05 }, { "score": 2.7646145820617676, "text": "Customer understands and agrees that Marshall & Ilsley Corporation is a bank holding company and that the actual performance of the Services may be made by the divisions, subsidiaries and/or Affiliates of Marshall & Ilsley Corporation.", "probability": 7.46570336386877e-05 }, { "score": 2.552436351776123, "text": "All processing for Customer and Customer's subsidiaries and Affiliates which M&I does shall be included as part of the Services provided under this Agreement and shall be done in accordance with the terms and conditions of this Agreement. Customer agrees that it is responsible for assuring compliance with the Agreement by its affiliates and subsidiaries.", "probability": 6.03841413968241e-05 }, { "score": 2.360114097595215, "text": "For purposes of this\n\n\n\n\n\nAgreement, performance of the Services by any division, subsidiary or Affiliate of Marshall & Ilsley Corporation shall be deemed performance by Marshall & Ilsley Corporation itself.", "probability": 4.981938954910554e-05 }, { "score": 2.231921672821045, "text": "\"Affiliate\" shall mean, with respect to a party, any entity at any time Controlling, Controlled by or under common Control with, such party.", "probability": 4.382532435214385e-05 }, { "score": 2.0691702365875244, "text": "All processing for Customer and Customer's subsidiaries and Affiliates which M&I does shall be included as part of the Services provided under this Agreement and shall be done in accordance with the terms and conditions of this Agreement", "probability": 3.724286547549958e-05 }, { "score": 2.026019334793091, "text": "All processing for Customer and Customer's subsidiaries and Affiliates which M&I does shall be included as part of the Services provided under this Agreement and shall be done in accordance with the terms and conditions of this Agreement. Customer agrees that it is responsible for assuring compliance with the Agreement by its affiliates and subsidiaries. Customer agrees to be responsible for the submission of its affiliates' data to M&I for processing and for the transmission to Customer's affiliates of such data processed by and received from M&I.", "probability": 3.566998196728167e-05 }, { "score": 1.833028793334961, "text": "Customer agrees to pay any and all fees owed under this Agreement for Services rendered to it and its subsidiaries and other Affiliates.\n\n 21.11 Future Acquisitions. Customer acknowledges that M&I has established the Fee Schedule and enters into this Agreement on the basis of M&I's understanding of the Customer's current need for Services and Customer's anticipated future need for Services as a result of internally generated to include additional branch locations which Customer may open and other operations Customer may commence. If the Customer expands it operations by acquiring Control of additional financial institutions or the Customer experiences a Change in Control (as hereinafter defined), the following provisions shall apply:\n\n A. Acquisition of Additional Financial Institutions. If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\";", "probability": 2.9409535319896446e-05 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.87936019897461, "probability": 0.96046409954499 }, { "score": 8.34505844116211, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.028025501032602606 }, { "score": 6.903927803039551, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.006632515929327978 }, { "score": 5.951841354370117, "text": "Customer also shall inform M&I whether any credit limit shall apply to the ACH Entries of a depositor utilizing the PC ACH Service.", "probability": 0.0025597196993757507 }, { "score": 5.105061054229736, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller.", "probability": 0.001097590650612252 }, { "score": 4.600053310394287, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months", "probability": 0.0006623969476682611 }, { "score": 2.664196491241455, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six", "probability": 9.558426131603687e-05 }, { "score": 2.4161159992218018, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement,", "probability": 7.458412507037389e-05 }, { "score": 2.321573495864868, "text": "At", "probability": 6.785582139035334e-05 }, { "score": 2.224123477935791, "text": "Customer also shall inform M&I whether any credit limit shall apply to the ACH Entries of a depositor utilizing the PC ACH Service", "probability": 6.155525105341798e-05 }, { "score": 2.034581184387207, "text": "Customer also shall inform M&I whether any credit limit shall apply to the ACH Entries of a depositor utilizing the PC ACH Service.\n\nE. Customer Depositor Inquiries; Erroneous or Rejected ACH Entries.\n\n1. Customer shall be responsible for handling all inquiries of its depositors regarding ACH Entries, including but not limited to inquiries regarding credits or debits to a depositor's account resulting from an ACH Entry.", "probability": 5.092698137506211e-05 }, { "score": 1.7786884307861328, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller.", "probability": 3.9428942011637344e-05 }, { "score": 1.6085959672927856, "text": "Customer may provide its business depositors with access to M&I's ACH Services as provided in M&I's PC ACH User Manual (the \"PC ACH Service\"). Customer shall be responsible for informing M&I prior to permitting a new depositor to begin using the PC ACH Service. Customer also shall inform M&I whether any credit limit shall apply to the ACH Entries of a depositor utilizing the PC ACH Service.", "probability": 3.3261735492389105e-05 }, { "score": 1.4584708213806152, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer.", "probability": 2.8625058514815966e-05 }, { "score": 1.430030345916748, "text": "Customer's Right to Obtain the Source Code. M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 2.782241610774114e-05 }, { "score": 1.1770837306976318, "text": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller", "probability": 2.1604365815946655e-05 }, { "score": 0.9329738616943359, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services. Customer understands and agrees that all Expenses and charges for Termination Assistance shall be computed in accordance with M&I's then-current rates for such products, materials and services. Nothing contained herein shall obligate Customer to receive Termination Assistance from M&I.", "probability": 1.6924893839512855e-05 }, { "score": 0.7692956924438477, "text": "M", "probability": 1.436949241789046e-05 }, { "score": 0.702517032623291, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or", "probability": 1.3441255115446384e-05 }, { "score": 0.6049351692199707, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A.", "probability": 1.219159590228503e-05 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.154646873474121, "probability": 0.9940153822439229 }, { "score": 6.639355659484863, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.004000668481941001 }, { "score": 5.630399703979492, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.0014586414840034193 }, { "score": 4.016878128051758, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or\n\n B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "probability": 0.00029053940577261573 }, { "score": 2.2349278926849365, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services. Customer understands and agrees that all Expenses and charges for Termination Assistance shall be computed in accordance with M&I's then-current rates for such products, materials and services. Nothing contained herein shall obligate Customer to receive Termination Assistance from M&I.\n\n12. EVENTS OF DEFAULT; REMEDIES\n\n\n\n\n\n 12.1 By M&I. It shall be an Event of Default on the part of M&I if:", "probability": 4.890056642877537e-05 }, { "score": 2.1113059520721436, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 4.321410900261281e-05 }, { "score": 2.097621202468872, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months", "probability": 4.262676275089137e-05 }, { "score": 1.3809373378753662, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement,", "probability": 2.0817592552455668e-05 }, { "score": 0.7348532676696777, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A. M&I ceases to do business or refuses to provide the Services to Customer; or", "probability": 1.091037700117127e-05 }, { "score": 0.548865556716919, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services. Customer understands and agrees that all Expenses and charges for Termination Assistance shall be computed in accordance with M&I's then-current rates for such products, materials and services. Nothing contained herein shall obligate Customer to receive Termination Assistance from M&I.", "probability": 9.058709257592658e-06 }, { "score": 0.5091677904129028, "text": "Customer's Right to Obtain the Source Code. M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 8.706143079254849e-06 }, { "score": 0.39887142181396484, "text": "M", "probability": 7.796949043854212e-06 }, { "score": 0.3655400276184082, "text": "At", "probability": 7.541349273554661e-06 }, { "score": 0.3516840934753418, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n A.", "probability": 7.4375774228660575e-06 }, { "score": 0.23522615432739258, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees", "probability": 6.619946189666651e-06 }, { "score": 0.014240741729736328, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23,", "probability": 5.307398703474877e-06 }, { "score": -0.07669448852539062, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services. Customer understands and agrees that all Expenses and charges for Termination Assistance shall be computed in accordance with M&I's then-current rates for such products, materials and services.", "probability": 4.8460628831682565e-06 }, { "score": -0.14290189743041992, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services.", "probability": 4.535608212134743e-06 }, { "score": -0.33392858505249023, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer.", "probability": 3.746913753578156e-06 }, { "score": -0.6607508659362793, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services. Customer understands and agrees that all Expenses and charges for Termination Assistance shall be computed in accordance with M&I's then-current rates for such products, materials and services. Nothing contained herein shall obligate Customer to receive Termination Assistance from M&I.\n\n12. EVENTS OF DEFAULT; REMEDIES\n\n\n\n\n\n 12.1 By M&I. It shall be an Event of Default on the part of M&I if", "probability": 2.7023188052651983e-06 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Source Code Escrow": [ { "score": 13.091344833374023, "text": "M&I has entered into a Master Preferred Escrow Agreement (\"Escrow Agreement\") with Data Securities International, Inc. (\"DSI\"), Account no. 1309046-0001, pursuant to which M&I has deposited with DSI the source code for the IBS Licensed Software (the \"IBS Software\").", "probability": 0.23395588507866455 }, { "text": "", "score": 12.288158416748047, "probability": 0.10478872242559674 }, { "score": 12.058330535888672, "text": "M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term.", "probability": 0.0832724926870073 }, { "score": 12.025613784790039, "text": "M&I has entered into a Master Preferred Escrow Agreement (\"Escrow Agreement\") with Data Securities International, Inc. (\"DSI\"), Account no. 1309046-0001, pursuant to which M&I has deposited with DSI the source code for the IBS Licensed Software (the \"IBS Software\").", "probability": 0.08059217203931682 }, { "score": 11.74588394165039, "text": "M&I has entered into a Master Preferred Escrow Agreement (\"Escrow Agreement\") with Data Securities International, Inc. (\"DSI\"), Account no. 1309046-0001, pursuant to which M&I has deposited with DSI the source code for the IBS Licensed Software (the \"IBS Software\").\n\n 23.2 Copy of Source Code. M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.", "probability": 0.06092671086167677 }, { "score": 11.595298767089844, "text": "M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.", "probability": 0.052409428376757904 }, { "score": 11.512588500976562, "text": "M&I has entered into a Master Preferred Escrow Agreement (\"Escrow Agreement\") with Data Securities International, Inc. (\"DSI\"), Account no. 1309046-0001, pursuant to which M&I has deposited with DSI the source code for the IBS Licensed Software (the \"IBS Software\").\n\n 23.2 Copy of Source Code. M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.\n\n 23.3 Cost of Escrow. M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be\n\n\n\n\n\npaid to DSI. M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term.", "probability": 0.04824905489294935 }, { "score": 11.456765174865723, "text": "M&I has entered into a Master Preferred Escrow Agreement (\"Escrow Agreement\") with Data Securities International, Inc. (\"DSI\"), Account no. 1309046-0001, pursuant to which M&I has deposited with DSI the source code for the IBS Licensed Software (the \"IBS Software\").\n\n 23.2 Copy of Source Code. M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.\n\n 23.3 Cost of Escrow. M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be\n\n\n\n\n\npaid to DSI.", "probability": 0.045629430487863186 }, { "score": 11.362003326416016, "text": "M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.\n\n 23.3 Cost of Escrow. M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be\n\n\n\n\n\npaid to DSI. M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term.", "probability": 0.041504052178350216 }, { "score": 11.316055297851562, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 0.039640171534363645 }, { "score": 11.306180000305176, "text": "M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.\n\n 23.3 Cost of Escrow. M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be\n\n\n\n\n\npaid to DSI.", "probability": 0.039250639583272344 }, { "score": 11.067211151123047, "text": "M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term.\n\n 23.4 Customer's Right to Obtain the Source Code. M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.030907500529439247 }, { "score": 11.032597541809082, "text": "M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be\n\n\n\n\n\npaid to DSI. M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term.", "probability": 0.029855983759828595 }, { "score": 10.983020782470703, "text": "M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term.", "probability": 0.028411912782136506 }, { "score": 10.976774215698242, "text": "M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be\n\n\n\n\n\npaid to DSI.", "probability": 0.028234989030115613 }, { "score": 10.494030952453613, "text": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.01742347946871495 }, { "score": 9.969792366027832, "text": "M&I has entered into a Master Preferred Escrow Agreement (\"Escrow Agreement\") with Data Securities International, Inc.", "probability": 0.010314803587872389 }, { "score": 9.839325904846191, "text": "M&I has entered into a Master Preferred Escrow Agreement (\"Escrow Agreement\") with Data Securities International, Inc. (\"DSI\"), Account no. 1309046-0001, pursuant to which M&I has deposited with DSI the source code for the IBS Licensed Software (the \"IBS Software\").\n\n 23.2 Copy of Source Code. M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.\n\n 23.3 Cost of Escrow. M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be\n\n\n\n\n\npaid to DSI. M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term.\n\n 23.4 Customer's Right to Obtain the Source Code. M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.009053157969516189 }, { "score": 9.689290046691895, "text": "M&I has entered into a Master Preferred Escrow Agreement (\"Escrow Agreement\") with Data Securities International, Inc. (\"DSI\"), Account no. 1309046-0001, pursuant to which M&I has deposited with DSI the source code for the IBS Licensed Software (the \"IBS Software\").\n\n 23.2 Copy of Source Code. M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.\n\n 23.3 Cost of Escrow. M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be", "probability": 0.007791845869977735 }, { "score": 9.688740730285645, "text": "M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23.\n\n 23.3 Cost of Escrow. M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be\n\n\n\n\n\npaid to DSI. M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term.\n\n 23.4 Customer's Right to Obtain the Source Code. M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:", "probability": 0.007787566856580114 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Post-Termination Services": [ { "score": 13.341119766235352, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.2091564218927802 }, { "score": 13.093838691711426, "text": "Commencing six (6) months prior to the expiration of the Term of this Agreement, or upon any termination of this Agreement for any reason, M&I shall provide Customer, at Customer's expense, all necessary assistance to allow the Services to continue without interruption or adverse affect to Customer and to facilitate the orderly transition of Services to Customer or its designee (\"Termination Assistance\").", "probability": 0.16333467678478952 }, { "score": 13.048540115356445, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.15610092469845385 }, { "score": 13.013790130615234, "text": "Commencing six (6) months prior to the expiration of the Term of this Agreement, or upon any termination of this Agreement for any reason, M&I shall provide Customer, at Customer's expense, all necessary assistance to allow the Services to continue without interruption or adverse affect to Customer and to facilitate the orderly transition of Services to Customer or its designee (\"Termination Assistance\"). At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.15076958835756019 }, { "text": "", "score": 12.388922691345215, "probability": 0.08071184375329686 }, { "score": 12.330901145935059, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer.", "probability": 0.0761620861542636 }, { "score": 11.442533493041992, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services.", "probability": 0.03132749445155551 }, { "score": 11.417533874511719, "text": "As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer.", "probability": 0.030554027513048993 }, { "score": 10.79261302947998, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services. Customer understands and agrees that all Expenses and charges for Termination Assistance shall be computed in accordance with M&I's then-current rates for such products, materials and services.", "probability": 0.016355686996291224 }, { "score": 10.755147933959961, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer", "probability": 0.015754256297343505 }, { "score": 10.637898445129395, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months", "probability": 0.014011257043184396 }, { "score": 10.529166221618652, "text": "As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services.", "probability": 0.012567685258108351 }, { "score": 10.130260467529297, "text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.", "probability": 0.008433594740090124 }, { "score": 9.879246711730957, "text": "As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services. Customer understands and agrees that all Expenses and charges for Termination Assistance shall be computed in accordance with M&I's then-current rates for such products, materials and services.", "probability": 0.006561435122052922 }, { "score": 9.841781616210938, "text": "As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer", "probability": 0.006320158279786912 }, { "score": 9.731097221374512, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services", "probability": 0.005657939937250851 }, { "score": 9.564510345458984, "text": "In addition to the foregoing, Customer shall pay to M&I, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer. The Termination for Cause Fee shall not be subject to the limitations set forth in Section 13.4.\n\n B. If Customer terminates this Agreement following an Event of Default on the part of M&I, Customer shall not be responsible for any termination fees or charges as a result thereof.\n\nREDACTED\n\n 11.4 Termination Assistance. Commencing six (6) months prior to the expiration of the Term of this Agreement, or upon any termination of this Agreement for any reason, M&I shall provide Customer, at Customer's expense, all necessary assistance to allow the Services to continue without interruption or adverse affect to Customer and to facilitate the orderly transition of Services to Customer or its designee (\"Termination Assistance\").", "probability": 0.004789724917913905 }, { "score": 9.48446273803711, "text": "In addition to the foregoing, Customer shall pay to M&I, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer. The Termination for Cause Fee shall not be subject to the limitations set forth in Section 13.4.\n\n B. If Customer terminates this Agreement following an Event of Default on the part of M&I, Customer shall not be responsible for any termination fees or charges as a result thereof.\n\nREDACTED\n\n 11.4 Termination Assistance. Commencing six (6) months prior to the expiration of the Term of this Agreement, or upon any termination of this Agreement for any reason, M&I shall provide Customer, at Customer's expense, all necessary assistance to allow the Services to continue without interruption or adverse affect to Customer and to facilitate the orderly transition of Services to Customer or its designee (\"Termination Assistance\"). At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.004421262876484331 }, { "score": 9.454508781433105, "text": "\"Effective Date of Termination\" shall mean the last day on which M&I provides the Services to Customer (excluding any Termination Assistance) following delivery of a notice of termination.", "probability": 0.004290792369232083 }, { "score": 8.998353958129883, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services. Customer understands and agrees that all Expenses and charges for Termination Assistance shall be computed in accordance with M&I's then-current rates for such products, materials and services. Nothing contained herein shall obligate Customer to receive Termination Assistance from M&I.", "probability": 0.002719142556512676 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Audit Rights": [ { "score": 12.80530071258545, "text": "The parties agree that the records maintained and produced under this Agreement shall, at all times, be available for examination and audit by governmental agencies having jurisdiction over the Customer's business, including any Federal Regulator.", "probability": 0.13836845085065816 }, { "score": 12.424932479858398, "text": "M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review.", "probability": 0.09459000623954301 }, { "text": "", "score": 12.325519561767578, "probability": 0.08563883927558048 }, { "score": 12.29460620880127, "text": "M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors.", "probability": 0.08303195694534911 }, { "score": 12.079082489013672, "text": "All such Customer Data and other Confidential Information shall, however, be subject to regulation and examination by the appropriate auditors and regulatory agencies to the same extent as if such information were on Customer's premises.", "probability": 0.06693365047726822 }, { "score": 11.962698936462402, "text": "M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review. M&I agrees to promptly implement any changes recommended as a result of such audit.", "probability": 0.05957990094881088 }, { "score": 11.950592994689941, "text": "M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors. M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review.", "probability": 0.05886297840403061 }, { "score": 11.940321922302246, "text": "M&I shall notify Customer as soon as reasonably possible of any formal request by an authorized governmental agency to examine Customer's records maintained by M&I, if M&I is permitted to make such a disclosure to Customer under applicable law or regulations. Customer agrees that M&I is authorized to provide all such described records when formally required to do so by a Federal Regulator.\n\n C. Audits. M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors.", "probability": 0.05826148676183674 }, { "score": 11.596308708190918, "text": "M&I shall notify Customer as soon as reasonably possible of any formal request by an authorized governmental agency to examine Customer's records maintained by M&I, if M&I is permitted to make such a disclosure to Customer under applicable law or regulations. Customer agrees that M&I is authorized to provide all such described records when formally required to do so by a Federal Regulator.\n\n C. Audits. M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors. M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review.", "probability": 0.041302707574457635 }, { "score": 11.530946731567383, "text": "M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors. M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review. M&I agrees to promptly implement any changes recommended as a result of such audit.", "probability": 0.03868941621818008 }, { "score": 11.515607833862305, "text": "M&I shall notify Customer as soon as reasonably possible of any formal request by an authorized governmental agency to examine Customer's records maintained by M&I, if M&I is permitted to make such a disclosure to Customer under applicable law or regulations.", "probability": 0.038100491495471976 }, { "score": 11.432719230651855, "text": "The parties agree that the records maintained and produced under this Agreement shall, at all times, be available for examination and audit by governmental agencies having jurisdiction over the Customer's business, including any Federal Regulator. The Director of Examinations of any Federal Regulator or his or her designated representative shall have the right to ask for and to receive directly from M&I any reports, summaries, or information contained in or derived from data in the possession of M&I related to the Customer.", "probability": 0.03506973749608929 }, { "score": 11.39463996887207, "text": "M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review.", "probability": 0.0337594141838414 }, { "score": 11.26912784576416, "text": "The Director of Examinations of any Federal Regulator or his or her designated representative shall have the right to ask for and to receive directly from M&I any reports, summaries, or information contained in or derived from data in the possession of M&I related to the Customer. M&I shall notify Customer as soon as reasonably possible of any formal request by an authorized governmental agency to examine Customer's records maintained by M&I, if M&I is permitted to make such a disclosure to Customer under applicable law or regulations. Customer agrees that M&I is authorized to provide all such described records when formally required to do so by a Federal Regulator.\n\n C. Audits. M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors.", "probability": 0.029777324888625955 }, { "score": 11.202561378479004, "text": "M&I shall notify Customer as soon as reasonably possible of any formal request by an authorized governmental agency to examine Customer's records maintained by M&I, if M&I is permitted to make such a disclosure to Customer under applicable law or regulations. Customer agrees that M&I is authorized to provide all such described records when formally required to do so by a Federal Regulator.", "probability": 0.02785968681240331 }, { "score": 11.17666244506836, "text": "M&I shall notify Customer as soon as reasonably possible of any formal request by an authorized governmental agency to examine Customer's records maintained by M&I, if M&I is permitted to make such a disclosure to Customer under applicable law or regulations. Customer agrees that M&I is authorized to provide all such described records when formally required to do so by a Federal Regulator.\n\n C. Audits. M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors. M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review. M&I agrees to promptly implement any changes recommended as a result of such audit.", "probability": 0.027147414004734593 }, { "score": 10.974993705749512, "text": "M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review. M&I agrees to promptly implement any changes recommended as a result of such audit.", "probability": 0.02218936353637069 }, { "score": 10.925114631652832, "text": "The Director of Examinations of any Federal Regulator or his or her designated representative shall have the right to ask for and to receive directly from M&I any reports, summaries, or information contained in or derived from data in the possession of M&I related to the Customer. M&I shall notify Customer as soon as reasonably possible of any formal request by an authorized governmental agency to examine Customer's records maintained by M&I, if M&I is permitted to make such a disclosure to Customer under applicable law or regulations. Customer agrees that M&I is authorized to provide all such described records when formally required to do so by a Federal Regulator.\n\n C. Audits. M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors. M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review.", "probability": 0.02110972806533583 }, { "score": 10.883750915527344, "text": "M&I agrees to promptly implement any changes recommended as a result of such audit.", "probability": 0.020254363743799342 }, { "score": 10.844413757324219, "text": "The Director of Examinations of any Federal Regulator or his or her designated representative shall have the right to ask for and to receive directly from M&I any reports, summaries, or information contained in or derived from data in the possession of M&I related to the Customer. M&I shall notify Customer as soon as reasonably possible of any formal request by an authorized governmental agency to examine Customer's records maintained by M&I, if M&I is permitted to make such a disclosure to Customer under applicable law or regulations.", "probability": 0.019473082077612815 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Uncapped Liability": [ { "score": 14.247541427612305, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.", "probability": 0.33711140392613104 }, { "score": 14.106764793395996, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.2928430549749541 }, { "score": 13.103059768676758, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 0.10733253213173245 }, { "score": 12.993037223815918, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 0.09614997839909933 }, { "text": "", "score": 12.395862579345703, "probability": 0.05291752677065288 }, { "score": 12.210034370422363, "text": "Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I pursuant to this Section 6.5 shall be limited to errors and omissions which are caused solely by M&I's gross negligence or willful misconduct and which cannot be remedied through the processing of appropriate corrected ACH Entry(ies).", "probability": 0.04394357365485503 }, { "score": 11.74353313446045, "text": "No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 0.02756109448102013 }, { "score": 11.21072006225586, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.\n\n 13.3 Equitable Relief. Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.\n\n 13.4 Limitation of Liability. Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the", "probability": 0.01617702597168954 }, { "score": 10.68054485321045, "text": "Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I pursuant to this Section 6.5 shall be limited to errors and omissions which are caused solely by M&I's gross negligence or willful misconduct and which cannot be remedied through the processing of appropriate corrected ACH Entry(ies).", "probability": 0.009520209708561912 }, { "score": 10.478164672851562, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event", "probability": 0.007775958237190606 }, { "score": 9.172821998596191, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.\n\n 13.5 Liquidated Damages. Customer acknowledges that M&I shall suffer a material adverse impact on its business if this Agreement is terminated pursuant to Sections 11.1 or 11.2(A) and that the resulting damages may not be susceptible of precise determination. Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.", "probability": 0.0021079038594271444 }, { "score": 9.102913856506348, "text": "Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I pursuant to this Section 6.5 shall be limited to errors and omissions which are caused solely by M&I's gross negligence or willful misconduct and which cannot be remedied through the processing of appropriate corrected ACH Entry(ies).\n\n2. M&I shall make reasonable efforts to deliver ACH Entries to Customer or to an ACH Operator, as appropriate, prior to any applicable deadline for such delivery. M&I does not guarantee timely delivery. M&I shall have no liability to Customer as a result of any late delivery, unless such late delivery is (i) caused solely by the gross negligence or wilful misconduct of M&I and (ii) made more than 24 hours delayed from its scheduled deadline.", "probability": 0.001965577076995916 }, { "score": 8.394976615905762, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.\n\n 13.3 Equitable Relief. Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.", "probability": 0.0009683599994996862 }, { "score": 8.305201530456543, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement", "probability": 0.0008852134771152733 }, { "score": 7.813295364379883, "text": "No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.\n\n 13.5 Liquidated Damages. Customer acknowledges that M&I shall suffer a material adverse impact on its business if this Agreement is terminated pursuant to Sections 11.1 or 11.2(A) and that the resulting damages may not be susceptible of precise determination. Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.", "probability": 0.0005412724015052151 }, { "score": 7.670379638671875, "text": "provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 0.0004691895953403533 }, { "score": 7.633354187011719, "text": "Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.\n\n 13.4 Limitation of Liability. Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.00045213530824292293 }, { "score": 7.600152492523193, "text": "M&I shall have no liability to Customer as a result of any late delivery, unless such late delivery is (i) caused solely by the gross negligence or wilful misconduct of M&I and (ii) made more than 24 hours delayed from its scheduled deadline.", "probability": 0.00043737012083702997 }, { "score": 7.570407867431641, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement", "probability": 0.00042455228643245026 }, { "score": 7.550220489501953, "text": "Limitation of Liability. Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.0004160676187168072 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Cap On Liability": [ { "score": 14.44169807434082, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.", "probability": 0.19049615999901812 }, { "score": 14.309039115905762, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.16682962439527024 }, { "score": 14.23187255859375, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.\n\n 13.3 Equitable Relief. Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.\n\n 13.4 Limitation of Liability. Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.15444013123313158 }, { "score": 14.001636505126953, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 0.12267891163917295 }, { "score": 13.924469947814941, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.\n\n 13.3 Equitable Relief. Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.\n\n 13.4 Limitation of Liability. Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 0.11356824234166873 }, { "score": 13.198067665100098, "text": "No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 0.054926813069391345 }, { "score": 13.194896697998047, "text": "No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 0.054752917805917824 }, { "score": 12.974273681640625, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 0.043912878816590825 }, { "score": 12.576858520507812, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 0.029511867867715612 }, { "text": "", "score": 12.265046119689941, "probability": 0.021606195067031465 }, { "score": 12.121484756469727, "text": "\"Damages\" shall mean all direct, actual and verifiable losses, liabilities, damages and claims and related costs and expenses (including reasonable attorneys' fees and court costs, costs of investigation, litigation, settlement, judgment, interest and penalties) but excluding any and all consequential, incidental, punitive and exemplary damages.", "probability": 0.018716747644325835 }, { "score": 11.366600036621094, "text": "Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I pursuant to this Section 6.5 shall be limited to errors and omissions which are caused solely by M&I's gross negligence or willful misconduct and which cannot be remedied through the processing of appropriate corrected ACH Entry(ies).", "probability": 0.008798084252091373 }, { "score": 11.109783172607422, "text": "\"Damages\" shall mean all direct, actual and verifiable losses, liabilities, damages and claims and related costs and expenses (including reasonable attorneys' fees and court costs, costs of investigation, litigation, settlement, judgment, interest and penalties) but excluding any and all consequential, incidental, punitive and exemplary damages.", "probability": 0.006805404903021554 }, { "score": 10.427202224731445, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event", "probability": 0.0034388468159719794 }, { "score": 10.350035667419434, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.\n\n 13.3 Equitable Relief. Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.\n\n 13.4 Limitation of Liability. Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event", "probability": 0.0031834631017991196 }, { "score": 10.10916519165039, "text": "No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.\n\n 13.5 Liquidated Damages. Customer acknowledges that M&I shall suffer a material adverse impact on its business if this Agreement is terminated pursuant to Sections 11.1 or 11.2(A) and that the resulting damages may not be susceptible of precise determination. Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.", "probability": 0.002502021872937325 }, { "score": 9.31107234954834, "text": "Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.\n\n 13.4 Limitation of Liability. Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.0011263770280541794 }, { "score": 9.202095031738281, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.\n\n 13.3 Equitable Relief. Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.", "probability": 0.0010100794531816273 }, { "score": 9.049287796020508, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.", "probability": 0.0008669463003414787 }, { "score": 9.003669738769531, "text": "Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.\n\n 13.4 Limitation of Liability. Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 0.0008282863933665398 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Liquidated Damages": [ { "score": 12.968600273132324, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "probability": 0.18037945090821533 }, { "score": 12.949216842651367, "text": "Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.", "probability": 0.17691674632397986 }, { "score": 12.73408317565918, "text": "Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.", "probability": 0.14267161561129618 }, { "score": 12.382469177246094, "text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.", "probability": 0.10037684937584859 }, { "score": 12.234366416931152, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 0.08655922281155105 }, { "text": "", "score": 12.216154098510742, "probability": 0.08499704728197544 }, { "score": 11.68685531616211, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.0500647784388056 }, { "score": 11.367783546447754, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.\n\n 13.3 Equitable Relief. Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.\n\n 13.4 Limitation of Liability. Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.03638825166046116 }, { "score": 11.286327362060547, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.\n\n 13.5 Liquidated Damages. Customer acknowledges that M&I shall suffer a material adverse impact on its business if this Agreement is terminated pursuant to Sections 11.1 or 11.2(A) and that the resulting damages may not be susceptible of precise determination. Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.", "probability": 0.033541711428286075 }, { "score": 11.026729583740234, "text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.", "probability": 0.025872794293525285 }, { "score": 10.638496398925781, "text": "The Termination for Convenience Fee shall not be subject to the limitations set forth in Section 13.4.\n\n 11.2 For Cause.\n\n A. If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.", "probability": 0.017548330522130156 }, { "score": 10.52907657623291, "text": "\"Damages\" shall mean all direct, actual and verifiable losses, liabilities, damages and claims and related costs and expenses (including reasonable attorneys' fees and court costs, costs of investigation, litigation, settlement, judgment, interest and penalties) but excluding any and all consequential, incidental, punitive and exemplary damages.", "probability": 0.015729516761056352 }, { "score": 10.11428451538086, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.010388993567232439 }, { "score": 10.064708709716797, "text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above. In addition to the foregoing, Customer shall pay to M&I, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer. The Termination for Cause Fee shall not be subject to the limitations set forth in Section 13.4.", "probability": 0.00988650928397298 }, { "score": 9.837384223937988, "text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above", "probability": 0.007876208580335354 }, { "score": 9.461313247680664, "text": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value", "probability": 0.0054074393733569565 }, { "score": 9.386244773864746, "text": "Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty", "probability": 0.005016373154376208 }, { "score": 9.174582481384277, "text": "Customer acknowledges that M&I shall suffer a material adverse impact on its business if this Agreement is terminated pursuant to Sections 11.1 or 11.2(A) and that the resulting damages may not be susceptible of precise determination. Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.", "probability": 0.00405943946348645 }, { "score": 8.936666488647461, "text": "The Termination for Cause Fee shall not be subject to the limitations set forth in Section 13.4.", "probability": 0.0031999299155158643 }, { "score": 8.910983085632324, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:\n\n A. Costs of recreating or reloading any of Customer's information that is lost or damaged;\n\n B. Costs of implementing a work-around in respect of a failure to provide the Services;\n\n C. Costs of replacing lost or damaged equipment, software, and materials;\n\n D. Costs and expenses incurred by Customer to correct errors in software maintenance and enhancements provided as part of the Services;", "probability": 0.0031187912445929007 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Warranty Duration": [ { "score": 13.079534530639648, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "probability": 0.46216950245696564 }, { "score": 12.189498901367188, "text": "In the event Customer does not receive Item Processing Services from M&I, Customer shall maintain adequate records for at least ten (10) business days including (i) microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which reconstruction of lost or damaged items or data can be made.", "probability": 0.18978580288009944 }, { "text": "", "score": 11.935199737548828, "probability": 0.14717125653734692 }, { "score": 11.38277816772461, "text": "In the event M&I is unable to resume all Services to Customer within thirty (30) days following the declaration of any Disaster, Customer shall have the right to terminate this Agreement without penalty upon written notice to M&I delivered within forty-five (45) days after declaration of such Disaster.", "probability": 0.08470506077769539 }, { "score": 10.811461448669434, "text": "In the event M&I is unable to resume all Services to Customer within thirty (30) days following the declaration of any Disaster, Customer shall have the right to terminate this Agreement without penalty upon written notice to M&I delivered within forty-five (45) days after declaration of such Disaster.", "probability": 0.04783983354660848 }, { "score": 9.645365715026855, "text": "At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months", "probability": 0.014905986288831465 }, { "score": 9.60930061340332, "text": "Should M&I not be able to perform in accordance with the Performance Standards because Customer failed to acquire network or equipment recommended by M&I, or such additional network or equipment as may be reasonably necessary based on the circumstances, M&I shall notify Customer in writing and Customer shall either acquire such network and/or equipment or accept the response time that is achieved.", "probability": 0.014377978928073232 }, { "score": 9.239365577697754, "text": "The Disaster Recovery Plan shall provide that, in the event of a Disaster, M&I is able to resume all Services in accordance herewith utilizing the Disaster Recovery Site within a commercially reasonable period following the declaration of any Disaster as provided in the Disaster Recovery Plan. In the event M&I is unable to resume all Services to Customer within thirty (30) days following the declaration of any Disaster, Customer shall have the right to terminate this Agreement without penalty upon written notice to M&I delivered within forty-five (45) days after declaration of such Disaster.", "probability": 0.009932008855790408 }, { "score": 8.760419845581055, "text": "If any error results from incorrect input supplied by Customer, Customer shall be responsible for discovering and reporting such error and supplying the data necessary to correct such error to M&I for processing at the earliest possible time. Customer will indemnify and hold M&I harmless from any cost, claim, damage, or liability (including attorneys' fees) whatsoever arising out of such data, information or instructions, or any inaccuracy or inadequacy therein.\n\n 21.5 Data Backup. In the event Customer does not receive Item Processing Services from M&I, Customer shall maintain adequate records for at least ten (10) business days including (i) microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which reconstruction of lost or damaged items or data can be made.", "probability": 0.006152244823512559 }, { "score": 8.229928016662598, "text": "In the event Customer does not receive Item Processing Services from M&I, Customer shall maintain adequate records for at least ten (10) business days including (i) microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which reconstruction of lost or damaged items or data can be made", "probability": 0.003619461284230796 }, { "score": 8.102084159851074, "text": "In the event Customer does not receive Item Processing Services from M&I, Customer shall maintain adequate records for at least ten (10) business days including (i) microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which reconstruction of lost or damaged items or data can be made. Customer assumes all responsibility and liability for any loss or damage resulting from failure to maintain such records.\n\n 21.6 Balancing and Controls. Customer shall (a) on a daily basis, review all input and output, controls, reports, and documentation, to ensure the integrity of data processed by M&I; and (b) on a daily basis, check exception reports to verify that all file maintenance entries and nondollar transactions were correctly entered.", "probability": 0.0031850925332920547 }, { "score": 7.953337669372559, "text": "The Services, including any software interfaces and enhancements created by M&I, shall be Millennium Compliant on or before December 31, 1998.", "probability": 0.0027448731180553763 }, { "score": 7.807483196258545, "text": "In the event Customer does not receive Item Processing Services from M&I, Customer shall maintain adequate records for at least ten (10) business days including (i) microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which reconstruction of lost or damaged items or data can be made. Customer assumes all responsibility and liability for any loss or damage resulting from failure to maintain such records.", "probability": 0.002372348464596862 }, { "score": 7.7913665771484375, "text": "The Services, including any software interfaces and enhancements created by M&I, shall be Millennium Compliant on or before December 31, 1998.", "probability": 0.0023344206827636427 }, { "score": 7.728158950805664, "text": "All warranties of an ODFI or RDFI prescribed under Applicable Law shall be in effect and applicable to Customer, and not M&I, with respect to all ACH Entries.", "probability": 0.00219143401825701 }, { "score": 7.661143779754639, "text": "Should M&I not be able to perform in accordance with the Performance Standards because Customer failed to acquire network or equipment recommended by M&I, or such additional network or equipment as may be reasonably necessary based on the circumstances, M&I shall notify Customer in writing and Customer shall either acquire such network and/or equipment or accept the response time that is achieved.", "probability": 0.002049387486322154 }, { "score": 7.284918785095215, "text": "Should M&I not be able to perform in accordance with the Performance Standards because Customer failed to acquire network or equipment recommended by M&I, or such additional network or equipment as may be reasonably necessary based on the circumstances, M&I shall notify Customer in writing and Customer shall either acquire such network and/or equipment or accept the response time that is achieved", "probability": 0.0014067976718428869 }, { "score": 7.0857062339782715, "text": "Should M&I not be able to perform in accordance with the Performance Standards because Customer failed to acquire network or equipment recommended by M&I, or such additional network or equipment as may be reasonably necessary based on the circumstances, M&I shall notify Customer in writing and Customer shall either acquire such network and/or equipment or accept the response time that is achieved", "probability": 0.001152695849069552 }, { "score": 6.95745325088501, "text": "The Disaster Recovery Plan shall provide that, in the event of a Disaster, M&I is able to resume all Services in accordance herewith utilizing the Disaster Recovery Site within a commercially reasonable period following the declaration of any Disaster as provided in the Disaster Recovery Plan.", "probability": 0.00101394679408422 }, { "score": 6.8269195556640625, "text": "Should M&I not be able to perform in accordance with the Performance Standards because Customer failed to acquire network or equipment recommended by M&I, or such additional network or equipment as may be reasonably necessary based on the circumstances, M&I shall notify Customer in writing and Customer shall either acquire such network and/or equipment or accept the response time that is achieved.\n\n D. Service Level Credits. REDACTED\n\n10. MODIFICATION OR TERMINATION OF SERVICES\n\n 10.1 Modifications to Services. M&I may modify, amend, enhance, update, or provide an appropriate replacement for the software used to provide the Services, or any element of its systems at any time to: (i) improve the Services or (ii) facilitate the continued economic provision of the Services to Customer or M&I, provided that the functionality of the Services is not materially adversely affected.\n\n 10.2 Partial Termination by M&I. M&I may, at any time, withdraw any of the Services (other than the Core Services) upon providing ninety (90) days' prior written notice to Customer.", "probability": 0.0008898670025621393 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Insurance": [ { "score": 12.939172744750977, "text": "Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense:\n\n 1. Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).", "probability": 0.15653706833446163 }, { "score": 12.788507461547852, "text": "All policies of such insurance shall be written by a carrier or carriers rated \"A\" or above by Best, shall contain a clause requiring the carrier to give Customer at least thirty (30) days' prior written notice of any material change or cancellation of coverage for any reason, and simultaneously with M&I's execution of this Agreement, and annually thereafter, at Customer's request, M&I shall deliver to Customer original Certificates of Insurance evidencing the coverage required by this Section.", "probability": 0.13464309772708738 }, { "score": 12.61019229888916, "text": "Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).", "probability": 0.11265301089995988 }, { "score": 12.596426010131836, "text": "Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense:\n\n 1. Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).\n\n 2. Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).", "probability": 0.1111128226838272 }, { "score": 12.267444610595703, "text": "Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).\n\n 2. Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).", "probability": 0.07996305425154099 }, { "text": "", "score": 12.227544784545898, "probability": 0.07683535456272444 }, { "score": 11.9127197265625, "text": "Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).", "probability": 0.05608339739487465 }, { "score": 11.440874099731445, "text": "Workers' Compensation Insurance as mandated or allowed by the state in which the Services are being performed, including at least five hundred thousand dollars ($500,000) coverage for Employer's Liability.", "probability": 0.034987616873831215 }, { "score": 11.437780380249023, "text": "Workers' Compensation Insurance as mandated or allowed by the state in which the Services are being performed, including at least five hundred thousand dollars ($500,000) coverage for Employer's Liability.\n\n 4. All Risk Property Insurance in an amount adequate to cover the cost of replacement of all equipment, improvements, and betterments at M&I locations in the event of loss or damage.", "probability": 0.03487954226432701 }, { "score": 11.102731704711914, "text": "Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).", "probability": 0.02494945055875344 }, { "score": 11.002674102783203, "text": "Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).\n\n 2. Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).\n\n 3. Workers' Compensation Insurance as mandated or allowed by the state in which the Services are being performed, including at least five hundred thousand dollars ($500,000) coverage for Employer's Liability.", "probability": 0.022573896087594515 }, { "score": 10.999580383300781, "text": "Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).\n\n 2. Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).\n\n 3. Workers' Compensation Insurance as mandated or allowed by the state in which the Services are being performed, including at least five hundred thousand dollars ($500,000) coverage for Employer's Liability.\n\n 4. All Risk Property Insurance in an amount adequate to cover the cost of replacement of all equipment, improvements, and betterments at M&I locations in the event of loss or damage.", "probability": 0.022504166702668048 }, { "score": 10.955001831054688, "text": "All Risk Property Insurance in an amount adequate to cover the cost of replacement of all equipment, improvements, and betterments at M&I locations in the event of loss or damage.", "probability": 0.021522995605488746 }, { "score": 10.93516731262207, "text": "Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).\n\n 2. Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).", "probability": 0.021100303160435444 }, { "score": 10.787038803100586, "text": "Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense:", "probability": 0.01819521957105842 }, { "score": 10.623620986938477, "text": "Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).\n\n 3. Workers' Compensation Insurance as mandated or allowed by the state in which the Services are being performed, including at least five hundred thousand dollars ($500,000) coverage for Employer's Liability.", "probability": 0.015452040757551952 }, { "score": 10.620527267456055, "text": "Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).\n\n 3. Workers' Compensation Insurance as mandated or allowed by the state in which the Services are being performed, including at least five hundred thousand dollars ($500,000) coverage for Employer's Liability.\n\n 4. All Risk Property Insurance in an amount adequate to cover the cost of replacement of all equipment, improvements, and betterments at M&I locations in the event of loss or damage.", "probability": 0.015404310348334956 }, { "score": 10.607959747314453, "text": "Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense:\n\n 1. Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual", "probability": 0.015211927785739507 }, { "score": 10.556114196777344, "text": "Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).", "probability": 0.014443352763146965 }, { "score": 10.278979301452637, "text": "Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual", "probability": 0.010947371666593625 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Covenant Not To Sue": [ { "score": 12.473123550415039, "text": "No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 0.4932380477276002 }, { "text": "", "score": 12.223482131958008, "probability": 0.38427194593612973 }, { "score": 10.54991340637207, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 0.0720803716161522 }, { "score": 9.139198303222656, "text": "The parties agree that the terms and conditions of this Agreement shall not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this document.", "probability": 0.017585358734466098 }, { "score": 8.563497543334961, "text": "Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.", "probability": 0.009888435132411564 }, { "score": 8.505167007446289, "text": "No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose;", "probability": 0.009328137499090255 }, { "score": 8.427502632141113, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "probability": 0.008631091674008703 }, { "score": 6.5819573402404785, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose;", "probability": 0.0013631874936097335 }, { "score": 6.182543754577637, "text": "No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement", "probability": 0.0009143079095622404 }, { "score": 5.97076416015625, "text": "No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.\n\n 13.5 Liquidated Damages. Customer acknowledges that M&I shall suffer a material adverse impact on its business if this Agreement is terminated pursuant to Sections 11.1 or 11.2(A) and that the resulting damages may not be susceptible of precise determination. Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.", "probability": 0.0007398058609124589 }, { "score": 5.414129257202148, "text": "Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I pursuant to this Section 6.5 shall be limited to errors and omissions which are caused solely by M&I's gross negligence or willful misconduct and which cannot be remedied through the processing of appropriate corrected ACH Entry(ies).", "probability": 0.0004240082441131419 }, { "score": 5.379533290863037, "text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 0.0004095901118189542 }, { "score": 4.872118949890137, "text": "or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.", "probability": 0.00024659383524073777 }, { "score": 4.507220268249512, "text": "An amount will be considered disputed in good faith if (i) Customer delivers a written statement to M&I on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, (iii) such dispute has been submitted by Customer for resolution to the proper party, and (iv) all other amounts due from Customer that are not in dispute have been paid in accordance with the terms of this Agreement.", "probability": 0.00017120195957424266 }, { "score": 4.4664106369018555, "text": "No", "probability": 0.00016435591313923407 }, { "score": 4.259334564208984, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement", "probability": 0.00013361442217831937 }, { "score": 4.131801128387451, "text": "Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.\n\n 22.16 Construction. M&I and Customer each acknowledge that the limitations and exclusions contained in this Agreement have been the subject of active and complete negotiation between the parties and represent the parties' agreement based upon the level of risk to Customer and M&I associated with their respective obligations under this Agreement and the payments to be made to M&I and the charges to be incurred by M&I pursuant to this Agreement. The parties agree that the terms and conditions of this Agreement shall not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this document.", "probability": 0.0001176159634519597 }, { "score": 4.047554969787598, "text": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event. No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.\n\n 13.5 Liquidated Damages. Customer acknowledges that M&I shall suffer a material adverse impact on its business if this Agreement is terminated pursuant to Sections 11.1 or 11.2(A) and that the resulting damages may not be susceptible of precise determination. Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.", "probability": 0.00010811317674948247 }, { "score": 4.011505603790283, "text": "Following an Event of Default, the non-defaulting party shall have the right to and commence the dispute resolution procedures set forth in Article 15 or to terminate this Agreement and collect its Damages.\n\n13. DAMAGES\n\n 13.1 Direct Damages. Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:", "probability": 0.00010428517828010895 }, { "score": 3.7455477714538574, "text": "No lawsuit or other action may be brought by either party hereto,", "probability": 7.993161151053537e-05 } ], "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Third Party Beneficiary": [ { "score": 12.650014877319336, "text": "Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.", "probability": 0.587590299218427 }, { "text": "", "score": 12.206411361694336, "probability": 0.3770683306299734 }, { "score": 9.280054092407227, "text": "No Third Party Beneficiaries. Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.", "probability": 0.02020780973216123 }, { "score": 8.699543952941895, "text": "Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I", "probability": 0.011308549251900923 }, { "score": 6.378662109375, "text": "Third Party Beneficiaries. Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.", "probability": 0.0011103520942579949 }, { "score": 5.805879592895508, "text": "22.15 No Third Party Beneficiaries. Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.", "probability": 0.0006261875516878392 }, { "score": 5.624584197998047, "text": "M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors.", "probability": 0.000522358709413805 }, { "score": 5.490623474121094, "text": "Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.\n\n 22.16 Construction. M&I and Customer each acknowledge that the limitations and exclusions contained in this Agreement have been the subject of active and complete negotiation between the parties and represent the parties' agreement based upon the level of risk to Customer and M&I associated with their respective obligations under this Agreement and the payments to be made to M&I and the charges to be incurred by M&I pursuant to this Agreement.", "probability": 0.0004568676810512104 }, { "score": 5.329583644866943, "text": "No Third Party Beneficiaries. Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I", "probability": 0.0003889123440269304 }, { "score": 4.683962345123291, "text": "No Third Party Beneficiaries.", "probability": 0.00020392100364024666 }, { "score": 4.636621475219727, "text": "Each", "probability": 0.0001944921518555642 }, { "score": 3.8341190814971924, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "probability": 8.717254393155457e-05 }, { "score": 3.193911075592041, "text": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data,", "probability": 4.5955861914771376e-05 }, { "score": 2.9968490600585938, "text": "Beneficiaries. Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.", "probability": 3.773618304813137e-05 }, { "score": 2.885878562927246, "text": "Customer agrees that neither it, its directors, officers, employees or agents shall disclose this Agreement or any of the terms or provisions of this Agreement to any other party.\n\n 22.14 Solicitation. Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.\n\n 22.15 No Third Party Beneficiaries. Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.", "probability": 3.377256881941553e-05 }, { "score": 2.859955072402954, "text": ".", "probability": 3.290831656871474e-05 }, { "score": 2.5604987144470215, "text": "Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.\n\n 22.16 Construction. M&I and Customer each acknowledge that the limitations and exclusions contained in this Agreement have been the subject of active and complete negotiation between the parties and represent the parties' agreement based upon the level of risk to Customer and M&I associated with their respective obligations under this Agreement and the payments to be made to M&I and the charges to be incurred by M&I pursuant to this Agreement", "probability": 2.4392337622466608e-05 }, { "score": 2.4281911849975586, "text": "Third Party Beneficiaries. Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I", "probability": 2.1369432683911976e-05 }, { "score": 2.4178476333618164, "text": "M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors. M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review.", "probability": 2.1149536070050265e-05 }, { "score": 2.2263054847717285, "text": "Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.\n\n 22.16 Construction.", "probability": 1.746285094488007e-05 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Document Name": [ { "score": 13.238510131835938, "text": "COOPERATION AGREEMENT This Cooperation Agreement", "probability": 0.2159288805263561 }, { "score": 13.159316062927246, "text": "COOPERATION AGREEMENT", "probability": 0.1994881882352196 }, { "score": 13.14149284362793, "text": "SETTLEMENT AGREEMENT", "probability": 0.19596416452080476 }, { "score": 13.004792213439941, "text": "Cooperation Agreement", "probability": 0.17092607930059558 }, { "score": 11.902124404907227, "text": "Cooperation Agreement]\n\n\n\n\n\nMG CAPITAL PARTIES: MG Capital Management Ltd. By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Director Percy Rockdale LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager Rio Royal LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager [Signature Page to Cooperation Agreement]\n\n\n\n\n\nExhibit A MG CAPITAL PARTIES MG CAPITAL MANAGEMENT LTD. PERCY ROCKDALE LLC RIO ROYAL LLC\n\n\n\n\n\nExhibit B Form of Press Release\n\n\n\n\n\nHC2 HOLDINGS AND MG CAPITAL ANNOUNCE SETTLEMENT AGREEMENT", "probability": 0.05674476297453033 }, { "score": 11.756149291992188, "text": "Cooperation Agreement]\n\n\n\n\n\nExhibit A MG CAPITAL PARTIES MG CAPITAL MANAGEMENT LTD. PERCY ROCKDALE LLC RIO ROYAL LLC\n\n\n\n\n\nExhibit B Form of Press Release\n\n\n\n\n\nHC2 HOLDINGS AND MG CAPITAL ANNOUNCE SETTLEMENT AGREEMENT", "probability": 0.04903764442866424 }, { "score": 10.532435417175293, "text": "Cooperation Agreement", "probability": 0.01442372444773543 }, { "text": "", "score": 10.531295776367188, "probability": 0.014407295945823604 }, { "score": 10.393293380737305, "text": "Cooperation Agreement]\n\n\n\n\n\nMG CAPITAL PARTIES: MG Capital Management Ltd. By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Director Percy Rockdale LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager Rio Royal LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager [Signature Page to Cooperation Agreement", "probability": 0.012550146584459283 }, { "score": 10.247318267822266, "text": "Cooperation Agreement", "probability": 0.010845575758463606 }, { "score": 10.099418640136719, "text": "Cooperation Agreement]\n\n\n\n\n\nMG CAPITAL PARTIES: MG Capital Management Ltd. By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Director Percy Rockdale LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager Rio Royal LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager [Signature Page to Cooperation Agreement", "probability": 0.009354500879344143 }, { "score": 10.067259788513184, "text": "COOPERATION AGREEMENT This Cooperation Agreement (", "probability": 0.009058456608875536 }, { "score": 9.903000831604004, "text": "Cooperation Agreement", "probability": 0.007686302098557793 }, { "score": 9.833541870117188, "text": "Cooperation Agreement (", "probability": 0.007170539063118406 }, { "score": 9.759786605834961, "text": "Cooperation Agreement", "probability": 0.00666070657084764 }, { "score": 9.460128784179688, "text": "Signature Page to Cooperation Agreement]\n\n\n\n\n\nMG CAPITAL PARTIES: MG Capital Management Ltd. By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Director Percy Rockdale LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager Rio Royal LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager [Signature Page to Cooperation Agreement]\n\n\n\n\n\nExhibit A MG CAPITAL PARTIES MG CAPITAL MANAGEMENT LTD. PERCY ROCKDALE LLC RIO ROYAL LLC\n\n\n\n\n\nExhibit B Form of Press Release\n\n\n\n\n\nHC2 HOLDINGS AND MG CAPITAL ANNOUNCE SETTLEMENT AGREEMENT", "probability": 0.00493606151471801 }, { "score": 9.399053573608398, "text": "COOPERATION AGREEMENT This Cooperation Agreement (this \"Agreement\"), dated", "probability": 0.004643612124156046 }, { "score": 9.165335655212402, "text": "Cooperation Agreement (this \"Agreement\"), dated", "probability": 0.003675814056183296 }, { "score": 9.126106262207031, "text": "SETTLEMENT AGREEMENT AND PLAN TO RECONSTITUTE", "probability": 0.0035344059142302367 }, { "score": 8.949810028076172, "text": "COOPERATION AGREEMENT This Cooperation Agreement (this", "probability": 0.0029631384473163885 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Parties": [ { "score": 12.904692649841309, "text": "MG Capital Management Ltd.,", "probability": 0.08028617827727522 }, { "score": 12.857248306274414, "text": "MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc.,", "probability": 0.07656600172497126 }, { "score": 12.699058532714844, "text": "MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale LLC", "probability": 0.06536345844581563 }, { "score": 12.595996856689453, "text": "HC2 Holdings, Inc.,", "probability": 0.058962502259075115 }, { "score": 12.586708068847656, "text": "Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc.,", "probability": 0.0584173479162109 }, { "score": 12.57867431640625, "text": "MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC", "probability": 0.05794991752881615 }, { "score": 12.573589324951172, "text": "Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc.,", "probability": 0.05765599063457454 }, { "score": 12.508808135986328, "text": "MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\"", "probability": 0.05403937601069465 }, { "score": 12.415398597717285, "text": "Percy Rockdale LLC", "probability": 0.04922016651100329 }, { "score": 12.30813217163086, "text": "Rio Royal LLC", "probability": 0.04421380195942167 }, { "score": 12.295014381408691, "text": "Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC", "probability": 0.04363760207749281 }, { "score": 12.261207580566406, "text": "HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 0.0421870124067948 }, { "score": 12.247556686401367, "text": "HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\"", "probability": 0.04161503484999678 }, { "score": 12.243889808654785, "text": "HC2 Holdings, Inc.", "probability": 0.04146271704084646 }, { "score": 12.23826789855957, "text": "Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\"", "probability": 0.04123027137986387 }, { "score": 12.225149154663086, "text": "Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\"", "probability": 0.040692914439526086 }, { "score": 12.156681060791016, "text": "MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale", "probability": 0.03799998978937541 }, { "score": 12.14495849609375, "text": "MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\")", "probability": 0.0375571332292922 }, { "score": 12.09233570098877, "text": "HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd. (together with Percy Rockdale LLC", "probability": 0.035631872462911544 }, { "score": 12.083281517028809, "text": "HC2", "probability": 0.03531071105604157 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Agreement Date": [ { "score": 15.461925506591797, "text": "May 13, 2020", "probability": 0.712257539605543 }, { "score": 14.29298210144043, "text": "May 14, 2020", "probability": 0.22129488951844378 }, { "score": 12.530340194702148, "text": "May 13, 2020,", "probability": 0.03797219749400796 }, { "score": 11.543190002441406, "text": "May 14, 2020", "probability": 0.014149850445182912 }, { "text": "", "score": 10.979806900024414, "probability": 0.008055225025548451 }, { "score": 10.208423614501953, "text": "July 8, 2020", "probability": 0.0037245188170212614 }, { "score": 8.420156478881836, "text": "May 13", "probability": 0.000622924803095376 }, { "score": 7.739864349365234, "text": "as of May 13, 2020", "probability": 0.0003154921121925751 }, { "score": 7.326041221618652, "text": "May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd. (together with Percy Rockdale LLC and Rio Royal LLC, \"MG Capital\") today announced a settlement agreement to reconstitute the Board of Directors (the \"Board\"). The agreement provides for the immediate appointment of four new members - Kenneth S. Courtis, Avram A. \"Avie\" Glazer, Michael Gorzynski and Shelly C. 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THE COMPANY: HC2 Holdings, Inc. By: /s/Joseph Ferraro Name: Joseph Ferraro Title: Chief Legal Officer [Signature Page to Cooperation Agreement]\n\n\n\n\n\nMG CAPITAL PARTIES: MG Capital Management Ltd. By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Director Percy Rockdale LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager Rio Royal LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager [Signature Page to Cooperation Agreement]\n\n\n\n\n\nExhibit A MG CAPITAL PARTIES MG CAPITAL MANAGEMENT LTD. PERCY ROCKDALE LLC RIO ROYAL LLC\n\n\n\n\n\nExhibit B Form of Press Release\n\n\n\n\n\nHC2 HOLDINGS AND MG CAPITAL ANNOUNCE SETTLEMENT AGREEMENT AND PLAN TO RECONSTITUTE BOARD OF DIRECTORS Announces Immediate Appointment of Two New Directors: MG Capital Nominees Kenneth S. Courtis and Michael Gorzynski Previously Announced Additions Avram A. \"Avie\" Glazer and Shelly C. Lombard Will Also Begin Serving as Directors Immediately, With Mr. Glazer to Serve as Chairman of the Board Recent Collaboration With Stockholders Will Result in More Than 50% of the Board Being Refreshed Following the 2020 Annual Meeting MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice NEW YORK, May 14, 2020", "probability": 5.26739404292113e-05 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Effective Date": [ { "score": 14.958824157714844, "text": "May 13, 2020", "probability": 0.9004633117939053 }, { "score": 11.7392578125, "text": "May 13, 2020,", "probability": 0.03599366952740065 }, { "text": "", "score": 11.684322357177734, "probability": 0.034069672573101485 }, { "score": 10.902881622314453, "text": "July 8, 2020", "probability": 0.01559525788552646 }, { "score": 9.097818374633789, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws.", "probability": 0.002564859339367938 }, { "score": 9.092307090759277, "text": "The Company agrees that it shall hold the 2020 Annual Meeting no later than July 8, 2020", "probability": 0.002550762552828249 }, { "score": 8.916297912597656, "text": "May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd. (together with Percy Rockdale LLC and Rio Royal LLC, \"MG Capital\") today announced a settlement agreement to reconstitute the Board of Directors (the \"Board\"). The agreement provides for the immediate appointment of four new members - Kenneth S. Courtis, Avram A. \"Avie\" Glazer, Michael Gorzynski and Shelly C. Lombard - who will also stand for election on HC2's seven-member slate at the Company's 2020 Annual Meeting of Stockholders (the \"2020 Annual Meeting\") to be held on Wednesday, July 8, 2020", "probability": 0.002139095714968261 }, { "score": 8.744378089904785, "text": "July 8, 2020", "probability": 0.0018012184524730055 }, { "score": 8.671194076538086, "text": "July 8, 2020", "probability": 0.001674106082235152 }, { "score": 7.653875350952148, "text": "May 14, 2020", "probability": 0.0006052949706248748 }, { "score": 7.652095794677734, "text": "May 13", "probability": 0.000604218772024025 }, { "score": 7.347909927368164, "text": "Wednesday, July 8, 2020", "probability": 0.0004457465292432153 }, { "score": 6.831634521484375, "text": "13, 2020", "probability": 0.00026599434908075457 }, { "score": 6.74859619140625, "text": "as of May 13, 2020", "probability": 0.00024479882099277833 }, { "score": 6.664916515350342, "text": "The Company agrees that it shall hold the 2020 Annual Meeting no later than July 8, 2020 and shall not cause or permit any delay, postponement or adjournment thereof, except for any adjournment solely due to a lack of quorum under the Company's Fourth Amended and Restated By-Laws (the \"By-Laws\").", "probability": 0.0002251477961563791 }, { "score": 6.528611660003662, "text": "May", "probability": 0.00019645869448270552 }, { "score": 6.243803977966309, "text": "July 8, 2020 and shall not cause or permit any delay, postponement or adjournment thereof, except for any adjournment solely due to a lack of quorum under the Company's Fourth Amended and Restated By-Laws (the \"By-Laws\").", "probability": 0.00014776815437384842 }, { "score": 6.20218563079834, "text": "Wednesday, July 8, 2020", "probability": 0.00014174450462980988 }, { "score": 6.197764873504639, "text": ", 2020", "probability": 0.0001411192696015333 }, { "score": 6.1138014793396, "text": "This Cooperation Agreement (this \"Agreement\"), dated as of May 13, 2020", "probability": 0.00012975421698348326 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Expiration Date": [ { "text": "", "score": 11.60362434387207, "probability": 0.9515907869928252 }, { "score": 8.189807891845703, "text": "Upon such termination, this Agreement shall have no further force and effect.", "probability": 0.03132193481005543 }, { "score": 7.238067626953125, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 0.012092414798377735 }, { "score": 5.913153171539307, "text": "This Agreement will terminate upon the earlier of:", "probability": 0.003214474605078182 }, { "score": 4.316126346588135, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach. Upon such termination, this Agreement shall have no further force and effect.", "probability": 0.0006509236657908109 }, { "score": 3.8276479244232178, "text": "Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. 14. Counterparts. This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement.", "probability": 0.00039938024430223135 }, { "score": 2.803823232650757, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws.", "probability": 0.00014346473624481855 }, { "score": 2.434011936187744, "text": "This Agreement will terminate upon the earlier of", "probability": 9.91147200938003e-05 }, { "score": 2.4273440837860107, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach", "probability": 9.845603621325914e-05 }, { "score": 2.3553431034088135, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period", "probability": 9.161629375697522e-05 }, { "score": 1.9989354610443115, "text": "Upon such termination, this Agreement shall have no further force and effect", "probability": 6.414855034686797e-05 }, { "score": 1.904895544052124, "text": "Upon", "probability": 5.8390988764325815e-05 }, { "score": 1.5997836589813232, "text": "This Agreement will terminate upon", "probability": 4.303654725550518e-05 }, { "score": 1.4089031219482422, "text": "Upon such termination, this Agreement shall have no further force and effect.", "probability": 3.555814179667667e-05 }, { "score": 1.2410435676574707, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach. Upon", "probability": 3.0063433505835345e-05 }, { "score": 1.101254940032959, "text": "This", "probability": 2.6141418492452056e-05 }, { "score": 0.5175437927246094, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach. Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. 14. Counterparts. This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement.", "probability": 1.4582319833953821e-05 }, { "score": 0.1921623945236206, "text": "13. Termination. This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 1.0532107266703099e-05 }, { "score": -0.1440119743347168, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach. Upon such termination, this Agreement shall have no further force and effect", "probability": 7.525174935150768e-06 }, { "score": -0.1534595489501953, "text": "This Agreement will terminate upon the earlier", "probability": 7.454415064351048e-06 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Renewal Term": [ { "text": "", "score": 11.42633056640625, "probability": 0.994365018467797 }, { "score": 5.774234771728516, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws.", "probability": 0.0034903728571521473 }, { "score": 5.143688201904297, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws.", "probability": 0.0018579282011179782 }, { "score": 2.377990245819092, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws", "probability": 0.00011692343506625153 }, { "score": 1.6521499156951904, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws", "probability": 5.658132531394902e-05 }, { "score": 0.3992699384689331, "text": "(a) The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws.", "probability": 1.616420148348445e-05 }, { "score": 0.38642072677612305, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws. The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 1.5957832912821833e-05 }, { "score": 0.37113332748413086, "text": "The", "probability": 1.5715734392564876e-05 }, { "score": 0.3699582815170288, "text": "3. Standstill Provisions. (a) The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws.", "probability": 1.5697278527615233e-05 }, { "score": 0.2774500846862793, "text": "The", "probability": 1.4310294284448849e-05 }, { "score": -0.427465558052063, "text": "Mr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner. We no longer view ourselves as MG Capital nominees, but rather HC2 directors firmly committed to advocating for stockholders' best interests in the boardroom. Our focus now is on working closely with the other directors to enhance stockholder value and seize new opportunities over the long term.\" Under the terms of HC2's agreements with MG Capital, JDS1, LLC and Lancer Capital LLC, each stockholder has individually agreed to abide by customary standstill and voting provisions. The agreements will be filed on a Form 8-K with the Securities and Exchange Commission. Director Biographies: Kenneth S. Courtis is a financial executive with more than 30 years of banking, investment management and board service experience. Since January 2009, Mr. Courtis has served as the Chairman of Starfort Investment Holdings. Previously, he served as Vice Chairman and Managing Director of Goldman Sachs, and Chief Economist and Investment Strategist of Deutsche Bank Asia.", "probability": 7.071435607858719e-06 }, { "score": -0.7583494186401367, "text": "Mr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner.", "probability": 5.079331482418419e-06 }, { "score": -1.0260539054870605, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws. The", "probability": 3.886368477027532e-06 }, { "score": -1.0673950910568237, "text": "\"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner. We no longer view ourselves as MG Capital nominees, but rather HC2 directors firmly committed to advocating for stockholders' best interests in the boardroom. Our focus now is on working closely with the other directors to enhance stockholder value and seize new opportunities over the long term.\" Under the terms of HC2's agreements with MG Capital, JDS1, LLC and Lancer Capital LLC, each stockholder has individually agreed to abide by customary standstill and voting provisions. The agreements will be filed on a Form 8-K with the Securities and Exchange Commission. Director Biographies: Kenneth S. Courtis is a financial executive with more than 30 years of banking, investment management and board service experience. Since January 2009, Mr. Courtis has served as the Chairman of Starfort Investment Holdings. Previously, he served as Vice Chairman and Managing Director of Goldman Sachs, and Chief Economist and Investment Strategist of Deutsche Bank Asia.", "probability": 3.7289771836915212e-06 }, { "score": -1.081652045249939, "text": "We no longer view ourselves as MG Capital nominees, but rather HC2 directors firmly committed to advocating for stockholders' best interests in the boardroom. Our focus now is on working closely with the other directors to enhance stockholder value and seize new opportunities over the long term.\" Under the terms of HC2's agreements with MG Capital, JDS1, LLC and Lancer Capital LLC, each stockholder has individually agreed to abide by customary standstill and voting provisions. The agreements will be filed on a Form 8-K with the Securities and Exchange Commission. Director Biographies: Kenneth S. Courtis is a financial executive with more than 30 years of banking, investment management and board service experience. Since January 2009, Mr. Courtis has served as the Chairman of Starfort Investment Holdings. Previously, he served as Vice Chairman and Managing Director of Goldman Sachs, and Chief Economist and Investment Strategist of Deutsche Bank Asia.", "probability": 3.676190509512867e-06 }, { "score": -1.3007926940917969, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws. The", "probability": 2.9527483465195496e-06 }, { "score": -1.3982789516448975, "text": "\"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner.", "probability": 2.678481747793175e-06 }, { "score": -1.5431241989135742, "text": "Our focus now is on working closely with the other directors to enhance stockholder value and seize new opportunities over the long term.\" Under the terms of HC2's agreements with MG Capital, JDS1, LLC and Lancer Capital LLC, each stockholder has individually agreed to abide by customary standstill and voting provisions. The agreements will be filed on a Form 8-K with the Securities and Exchange Commission. Director Biographies: Kenneth S. Courtis is a financial executive with more than 30 years of banking, investment management and board service experience. Since January 2009, Mr. Courtis has served as the Chairman of Starfort Investment Holdings. Previously, he served as Vice Chairman and Managing Director of Goldman Sachs, and Chief Economist and Investment Strategist of Deutsche Bank Asia.", "probability": 2.3173050050637092e-06 }, { "score": -1.64401113986969, "text": "(d) The MG Capital Parties agree that the Board or any committee thereof, solely to fulfill the discharge of its fiduciary duties upon the advice of its legal counsel, may recuse either of Messrs. Courtis or Gorzynski by majority vote of the members of the Board (but excluding the applicable director), from the portion of any Board or committee meeting at which the Board or any such committee is evaluating and/or taking action with respect to and after the right of the recused director to be present prior to recusal (A) the exercise of any of the Company's rights or enforcement of any of the obligations under this Agreement, and (B) any transaction proposed by, or with, the MG Capital Parties, their Affiliates or Associates, as long as all other similarly situated directors are similarly recused. The Board or such committee, as applicable, may withhold from either of Messrs. Courtis or Gorznyski any material distributed to the directors to the extent directly relating to the subject of that recusal. 3. Standstill Provisions. (a) The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws.", "probability": 2.0949253782205746e-06 }, { "score": -1.7712621688842773, "text": "The standstill period", "probability": 1.844608213870588e-06 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.82398509979248, "probability": 0.9684510693272685 }, { "score": 8.196002960205078, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 0.02573149736412968 }, { "score": 6.483118534088135, "text": "This Agreement will terminate upon the earlier of:", "probability": 0.004640543039415302 }, { "score": 4.270908832550049, "text": "(ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 0.0005079469287675401 }, { "score": 3.0934698581695557, "text": "This Agreement will terminate upon the earlier of", "probability": 0.00015648153202869124 }, { "score": 2.9211130142211914, "text": "MG Capital Agrees to Withdraw its Consent", "probability": 0.0001317071836555779 }, { "score": 2.4258506298065186, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 8.026380470380981e-05 }, { "score": 1.9610354900360107, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach", "probability": 5.0425834280290155e-05 }, { "score": 1.8915534019470215, "text": "13. Termination. This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 4.70410930810659e-05 }, { "score": 1.5896466970443726, "text": "MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice NEW YORK, May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc.", "probability": 3.4782515615655715e-05 }, { "score": 1.4267603158950806, "text": "This Agreement will terminate upon the earlier of:", "probability": 2.9554276510130123e-05 }, { "score": 1.3225438594818115, "text": "This", "probability": 2.6629296931927504e-05 }, { "score": 1.1724848747253418, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period", "probability": 2.2918696382306444e-05 }, { "score": 0.8373370170593262, "text": "This Agreement will terminate upon", "probability": 1.639219252129637e-05 }, { "score": 0.7875826358795166, "text": "Termination. This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 1.559656619810523e-05 }, { "score": 0.745553731918335, "text": "(i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 1.4954643753371954e-05 }, { "score": 0.6341540813446045, "text": "ten (10) calendar days of notice of such breach.", "probability": 1.3378142520463604e-05 }, { "score": 0.5292963981628418, "text": "breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 1.2046384058889534e-05 }, { "score": 0.17866837978363037, "text": "13. Termination. This Agreement will terminate upon the earlier of:", "probability": 8.483613831719395e-06 }, { "score": 0.1552879810333252, "text": "MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice", "probability": 8.287564345744612e-06 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Governing Law": [ { "score": 14.552192687988281, "text": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "probability": 0.9068042532518804 }, { "text": "", "score": 12.19857406616211, "probability": 0.08616878483417822 }, { "score": 9.584308624267578, "text": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE", "probability": 0.00630941236914741 }, { "score": 5.748927593231201, "text": "WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "probability": 0.00013623983063878073 }, { "score": 5.515456199645996, "text": ".", "probability": 0.00010787200653784642 }, { "score": 5.380239486694336, "text": "THIS", "probability": 9.422906566600896e-05 }, { "score": 5.126850128173828, "text": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) The Parties", "probability": 7.313736082477766e-05 }, { "score": 4.991372585296631, "text": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) The Parties (a) irrevocably and unconditionally submit to the personal jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the federal or other state courts located in Wilmington, Delaware), (b) agree that they will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courts, (c) agree that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in such courts, (d) waive any claim of improper venue or any claim that those courts are an inconvenient forum and (e) agree that they will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other than the aforesaid courts.", "probability": 6.387076757742538e-05 }, { "score": 4.190527439117432, "text": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT", "probability": 2.8674741241267876e-05 }, { "score": 4.045509338378906, "text": "THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "probability": 2.4803841450966802e-05 }, { "score": 3.982240676879883, "text": "THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "probability": 2.328314892676016e-05 }, { "score": 3.9588780403137207, "text": "AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "probability": 2.274549810514291e-05 }, { "score": 3.9473724365234375, "text": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (", "probability": 2.2485297170781007e-05 }, { "score": 3.8623108863830566, "text": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b)", "probability": 2.0651750512516978e-05 }, { "score": 3.8504281044006348, "text": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b", "probability": 2.0407802524458173e-05 }, { "score": 3.8266959190368652, "text": "THIS AGREEMENT", "probability": 1.9929182584330777e-05 }, { "score": 3.615971565246582, "text": "BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "probability": 1.6142584259892154e-05 }, { "score": 3.5909976959228516, "text": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) The Parties (a) irrevocably and unconditionally submit to the personal jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the federal or other state courts located in Wilmington, Delaware", "probability": 1.574443384175393e-05 }, { "score": 3.4570558071136475, "text": "THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "probability": 1.3770725620815636e-05 }, { "score": 3.441746234893799, "text": "GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "probability": 1.3561507310240443e-05 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.05035400390625, "probability": 0.9996745950622666 }, { "score": 3.0010035037994385, "text": "WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 0.00011742908270936165 }, { "score": 2.29416823387146, "text": "WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof", "probability": 5.791632694351322e-05 }, { "score": 1.48075270652771, "text": "AS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 2.567669580958589e-05 }, { "score": 1.3491013050079346, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 2.2509386526535263e-05 }, { "score": 1.118552327156067, "text": "Additional information regarding the identity of these potential participants, none of whom (other than Philip A. Falcone, HC2's President and Chief Executive Officer, and Avram A. Glazer, the Company's Chairman of the Board) owns in excess of one percent (1%) of HC2's shares, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2020 Proxy Statement and other materials to be filed with the SEC in connection with the 2020 Annual Meeting.", "probability": 1.7874648486944735e-05 }, { "score": 0.7739174962043762, "text": "AS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof", "probability": 1.2663813457998022e-05 }, { "score": 0.7628840804100037, "text": "RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 1.2524856334110182e-05 }, { "score": 0.6481343507766724, "text": "WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof; WHEREAS, in consideration of the agreements and obligations of the Company, as set forth in this Agreement and subject to the terms and conditions contained herein, the MG Capital Parties are agreeing", "probability": 1.1167027319849145e-05 }, { "score": 0.5986197590827942, "text": "arrangements designed to produce economic benefits and risks that correspond to the ownership of shares of Common Stock or any other securities of the Company, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of shares of Common Stock or any other class or series of the Company's stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement), (g) the MG Capital Parties have not entered into or maintained, and will not enter into or maintain, any economic, compensatory, pecuniary or other arrangements with any director of the Company for serving as a nominee or director of the Company, (h) no person other than the MG Capital Parties has any rights with respect to the shares of Common Stock beneficially owned by the MG Capital Parties and (i) none of the MG Capital Parties or their Affiliates has formed, or has any present intent to form, a group (within the meaning of Section 13(d) under the Exchange Act) with any person or entity not identified on Exhibit A in relation to the Company or the Common Stock.", "probability": 1.062756242608223e-05 }, { "score": 0.056048840284347534, "text": "RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof", "probability": 6.1772916831908845e-06 }, { "score": -0.11035680770874023, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 5.230329554664973e-06 }, { "score": -0.2528865337371826, "text": "MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 4.535541869001911e-06 }, { "score": -0.34640681743621826, "text": "the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 4.130606624896975e-06 }, { "score": -0.3498561382293701, "text": "Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary (i) to increase the size of the Board from six (6) to ten (10) Directors, and (ii) to appoint each of Kenneth S. Courtis and Michael Gorzynski (the \"MG Capital Designees\") and (iii) to appoint each of Avram A. Glazer and Shelly Lombard (together with the MG Capital Designees, the \"New Directors\") to the Board.", "probability": 4.116383381943341e-06 }, { "score": -0.7287119030952454, "text": "agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 2.8182586467618065e-06 }, { "score": -0.7650860548019409, "text": "Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice; provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.", "probability": 2.7175888673701568e-06 }, { "score": -0.8051564693450928, "text": "Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 2.6108468356672843e-06 }, { "score": -0.8721164464950562, "text": "AS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof; WHEREAS, in consideration of the agreements and obligations of the Company, as set forth in this Agreement and subject to the terms and conditions contained herein, the MG Capital Parties are agreeing", "probability": 2.4417491559460417e-06 }, { "score": -0.9597217440605164, "text": "MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof", "probability": 2.2369410996619294e-06 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Compete": [ { "text": "", "score": 11.847198486328125, "probability": 0.9884574823661845 }, { "score": 5.996198654174805, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 0.0028438131135802855 }, { "score": 5.767205715179443, "text": "(iii) form, join or in any way participate in any \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;", "probability": 0.0022617816835809397 }, { "score": 5.437150955200195, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof.", "probability": 0.0016259594922220138 }, { "score": 4.921759605407715, "text": "(iii) form, join or in any way participate in any \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 0.000971131636886884 }, { "score": 4.7952494621276855, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will,", "probability": 0.0008557274143017887 }, { "score": 4.225958347320557, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.00048427879779850856 }, { "score": 4.152897357940674, "text": "From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.0004501585166713605 }, { "score": 4.097188472747803, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board.", "probability": 0.0004257664237378293 }, { "score": 3.9863338470458984, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will", "probability": 0.0003810902672993144 }, { "score": 3.5150294303894043, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below", "probability": 0.0002378717950931181 }, { "score": 3.4893908500671387, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof. 4. Representations and Warranties of the Company. The Company represents and warrants to the MG Capital Parties as follows:", "probability": 0.0002318506170219092 }, { "score": 3.3955469131469727, "text": "provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;", "probability": 0.00021108255971390144 }, { "score": 2.7870450019836426, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner,", "probability": 0.00011486383967456796 }, { "score": 2.569547176361084, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 9.241133076216974e-05 }, { "score": 2.550100803375244, "text": "provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 9.063162604124026e-05 }, { "score": 2.4973857402801514, "text": "(iii) form, join or in any way participate in any \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 8.597771737106844e-05 }, { "score": 2.4926652908325195, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 8.557282030251511e-05 }, { "score": 2.1432011127471924, "text": "The MG Capital Parties hereby agree that during the Standstill Period,", "probability": 6.0334467140905726e-05 }, { "score": 1.515683650970459, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties", "probability": 3.221351461491521e-05 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Exclusivity": [ { "text": "", "score": 12.193056106567383, "probability": 0.9999427089741948 }, { "score": 1.713929295539856, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 2.811565262773132e-05 }, { "score": 0.7318843603134155, "text": "agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 1.0530560136107374e-05 }, { "score": -0.012854516506195068, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 5.000523676369765e-06 }, { "score": -0.5377851724624634, "text": "(h) no person other than the MG Capital Parties has any rights with respect to the shares of Common Stock beneficially owned by the MG Capital Parties and", "probability": 2.958291738199016e-06 }, { "score": -0.9115315675735474, "text": "provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 2.0357526256942134e-06 }, { "score": -1.287460446357727, "text": "with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 1.3978519156911752e-06 }, { "score": -1.3495652675628662, "text": "(b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 1.313679385152689e-06 }, { "score": -1.4955711364746094, "text": "(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 1.1352194976719697e-06 }, { "score": -1.8513314723968506, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 7.953807774358609e-07 }, { "score": -1.8534104824066162, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 7.937288905776467e-07 }, { "score": -2.3070363998413086, "text": "of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 5.042721174126475e-07 }, { "score": -2.4569451808929443, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement", "probability": 4.3407062740609324e-07 }, { "score": -2.5927131175994873, "text": "attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 3.7896328237513564e-07 }, { "score": -2.606290817260742, "text": ") of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 3.7385260686714374e-07 }, { "score": -2.6373989582061768, "text": "This Agreement will terminate upon the earlier of:", "probability": 3.624017776984993e-07 }, { "score": -2.687720775604248, "text": "provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;", "probability": 3.44616313065719e-07 }, { "score": -2.833376407623291, "text": "agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 2.9790541300225267e-07 }, { "score": -2.9492268562316895, "text": "For purposes of this Agreement:", "probability": 2.653170647341111e-07 }, { "score": -2.9968209266662598, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 2.529853320717275e-07 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.083829879760742, "probability": 0.8381560513018228 }, { "score": 9.579275131225586, "text": "Participants in the Solicitation HC2, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting.", "probability": 0.06848738401535916 }, { "score": 9.314467430114746, "text": "The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.", "probability": 0.05255403362552001 }, { "score": 8.206867218017578, "text": "The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board), and that they shall vote all shares of Common Stock beneficially owned by the MG Capital Parties at such meeting or in such consent solicitation, (A) in favor of all directors nominated by the Board for election and against the removal of any member of the Board, (B) in accordance with the Board's recommendation with respect to any \"say-on-pay\" proposal and (C) in accordance with the Board's recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at such meeting or solicitation of consents; provided, however, that in the event that both Institutional Shareholder Services Inc. (\"ISS\") and Glass, Lewis & Co., LLC (\"Glass Lewis\") recommend otherwise with respect to the Company's \"say-on-pay\" proposal presented at an annual or special meeting held during the Standstill Period, the MG Capital Parties shall be permitted to vote in accordance with the recommendation of ISS and Glass Lewis.", "probability": 0.017361266126722077 }, { "score": 7.2873687744140625, "text": "Participants in the Solicitation HC2, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting.", "probability": 0.006922266165174647 }, { "score": 6.4846954345703125, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 0.0031020707013974095 }, { "score": 5.799044132232666, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 0.001562705406822572 }, { "score": 5.772848129272461, "text": "HC2, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting.", "probability": 0.0015223003079787246 }, { "score": 5.744655609130859, "text": "The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board),", "probability": 0.001479982156453346 }, { "score": 5.736954689025879, "text": "(c) The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board), and that they shall vote all shares of Common Stock beneficially owned by the MG Capital Parties at such meeting or in such consent solicitation, (A) in favor of all directors nominated by the Board for election and against the removal of any member of the Board, (B) in accordance with the Board's recommendation with respect to any \"say-on-pay\" proposal and (C) in accordance with the Board's recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at such meeting or solicitation of consents; provided, however, that in the event that both Institutional Shareholder Services Inc. (\"ISS\") and Glass, Lewis & Co., LLC (\"Glass Lewis\") recommend otherwise with respect to the Company's \"say-on-pay\" proposal presented at an annual or special meeting held during the Standstill Period, the MG Capital Parties shall be permitted to vote in accordance with the recommendation of ISS and Glass Lewis.", "probability": 0.0014686287042328017 }, { "score": 5.677539348602295, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 0.0013839113071659778 }, { "score": 5.321026802062988, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 0.0009688952483092213 }, { "score": 5.280840873718262, "text": "The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board), and that they shall vote all shares of Common Stock beneficially owned by the MG Capital Parties at such meeting or in such consent solicitation, (A) in favor of all directors nominated by the Board for election and against the removal of any member of the Board, (B) in accordance with the Board's recommendation with respect to any \"say-on-pay\" proposal and (C) in accordance with the Board's recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at such meeting or solicitation of consents;", "probability": 0.0009307312568100195 }, { "score": 5.053893566131592, "text": "The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board), and that they shall vote all shares of Common Stock beneficially owned by the MG Capital Parties at such meeting or in such consent solicitation,", "probability": 0.0007417581652770372 }, { "score": 4.914215087890625, "text": "(v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 0.0006450609374467778 }, { "score": 4.817615509033203, "text": "Participants in the Solicitation", "probability": 0.000585663393161322 }, { "score": 4.789924621582031, "text": "The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.\n\n2\n\n\n\n\n\n(c) The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period,", "probability": 0.0005696683347891055 }, { "score": 4.766695022583008, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below: (i) fail to comply with all applicable laws and regulatory rules and obtain all applicable regulatory approvals, if and when acquiring, or offering, seeking or agreeing to acquire, by purchase or otherwise, or directing any third party in the acquisition of, any Common Stock or any securities convertible or exchangeable into or exercisable for Common Stock (collectively, \"Company Securities\"), or rights or options to acquire any Company Securities, or engaging in any swap instrument or derivative hedging transactions or other derivative agreements of any nature with respect to Company Securities;", "probability": 0.0005565876851360343 }, { "score": 4.72188138961792, "text": "Participants in the Solicitation HC2, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting", "probability": 0.0005321955998835932 }, { "score": 4.595130920410156, "text": "The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period", "probability": 0.0004688395605374187 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.850767135620117, "probability": 0.909374041856649 }, { "score": 7.791635513305664, "text": "(iii) form, join or in any way participate in any \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;", "probability": 0.015699437354457994 }, { "score": 7.6499481201171875, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from: (A) communicating privately with the Board or any of the Company's officers regarding any matter in a manner that does not otherwise violate this Section 3, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (B) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 3, and (C) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the MG Capital Parties or any of their respective Affiliates or Associates; provided that a breach by the MG Capital Parties of this Agreement is not the cause of the applicable requirement. Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof.", "probability": 0.013625424298352872 }, { "score": 7.579309463500977, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof.", "probability": 0.012696150339147417 }, { "score": 7.290987968444824, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 0.009516026046420756 }, { "score": 7.290862083435059, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 0.009514828196786212 }, { "score": 6.955975532531738, "text": "(iii) form, join or in any way participate in any \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 0.006807091208806733 }, { "score": 6.562282562255859, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof.", "probability": 0.0045917991702839655 }, { "score": 6.077280044555664, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 0.0028271507593214287 }, { "score": 6.076918601989746, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 0.0028261290913450124 }, { "score": 5.993845462799072, "text": "(b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 0.002600840921054951 }, { "score": 5.742874622344971, "text": "The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board), and that they shall vote all shares of Common Stock beneficially owned by the MG Capital Parties at such meeting or in such consent solicitation, (A) in favor of all directors nominated by the Board for election and against the removal of any member of the Board, (B) in accordance with the Board's recommendation with respect to any \"say-on-pay\" proposal and (C) in accordance with the Board's recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at such meeting or solicitation of consents; provided, however, that in the event that both Institutional Shareholder Services Inc. (\"ISS\") and Glass, Lewis & Co., LLC (\"Glass Lewis\") recommend otherwise with respect to the Company's \"say-on-pay\" proposal presented at an annual or special meeting held during the Standstill Period, the MG Capital Parties shall be permitted to vote in accordance with the recommendation of ISS and Glass Lewis.", "probability": 0.002023571427010369 }, { "score": 5.712624549865723, "text": "provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;", "probability": 0.0019632748307611848 }, { "score": 5.097949981689453, "text": "(iii) form, join or in any way participate in any \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 0.0010617721404671784 }, { "score": 5.0109357833862305, "text": "provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;", "probability": 0.0009732883828059624 }, { "score": 4.897607326507568, "text": "(b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from: (A) communicating privately with the Board or any of the Company's officers regarding any matter in a manner that does not otherwise violate this Section 3, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (B) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 3, and (C) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the MG Capital Parties or any of their respective Affiliates or Associates; provided that a breach by the MG Capital Parties of this Agreement is not the cause of the applicable requirement. Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof.", "probability": 0.0008690076831541415 }, { "score": 4.876964569091797, "text": "provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 0.000851252853157257 }, { "score": 4.812298774719238, "text": "(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 0.0007979479859503599 }, { "score": 4.686175346374512, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from: (A) communicating privately with the Board or any of the Company's officers regarding any matter in a manner that does not otherwise violate this Section 3, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications,", "probability": 0.0007033959670166824 }, { "score": 4.648767471313477, "text": "(iii) form, join or in any way participate in any \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;", "probability": 0.0006775694870502675 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.171548843383789, "probability": 0.6171798506314904 }, { "score": 11.66091251373291, "text": "The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.", "probability": 0.370378014122012 }, { "score": 7.4709978103637695, "text": "The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.", "probability": 0.00561032943439574 }, { "score": 6.735020637512207, "text": "The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting", "probability": 0.002687556100035211 }, { "score": 6.6322832107543945, "text": "Participants in the Solicitation HC2, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting.", "probability": 0.0024251535474228677 }, { "score": 4.584498405456543, "text": "HC2, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting.", "probability": 0.00031289426269293525 }, { "score": 4.407111644744873, "text": "(b) The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.", "probability": 0.00026203512348588854 }, { "score": 4.1791863441467285, "text": "MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.", "probability": 0.00020862810254850737 }, { "score": 4.161561012268066, "text": "The", "probability": 0.00020498317885493957 }, { "score": 3.9349465370178223, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 0.0001634183449231108 }, { "score": 3.637481212615967, "text": "Participants in the Solicitation HC2, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting. Additional information regarding the identity of these potential participants, none of whom (other than Philip A. Falcone, HC2's President and Chief Executive Officer, and Avram A. Glazer, the Company's Chairman of the Board) owns in excess of one percent (1%) of HC2's shares, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2020 Proxy Statement and other materials to be filed with the SEC in connection with the 2020 Annual Meeting.", "probability": 0.00012137053289256971 }, { "score": 3.5354607105255127, "text": "(v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 0.00010959893087356113 }, { "score": 2.8432509899139404, "text": "Participants in the Solicitation HC2, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting", "probability": 5.485086182808491e-05 }, { "score": 2.8121376037597656, "text": "Participants in the Solicitation", "probability": 5.317054155946938e-05 }, { "score": 2.776491403579712, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 5.1308596575932925e-05 }, { "score": 2.691058397293091, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 4.7107174131045054e-05 }, { "score": 2.4998879432678223, "text": "The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.\n\n2\n\n\n\n\n\n(c) The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period,", "probability": 3.8910138730307995e-05 }, { "score": 2.352684497833252, "text": "and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.", "probability": 3.358405520853192e-05 }, { "score": 2.2144253253936768, "text": "on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.", "probability": 2.924744544151891e-05 }, { "score": 2.170440196990967, "text": "The Parties acknowledge that to the extent they have not already done so, within three (3) business days of the date hereof, the Company shall enter into an indemnification agreement with each of the New Directors in the form attached as Exhibit 10.20 to the Company's Annual Report on Form 10-K, previously filed with the SEC on March 16, 2020. 2. Additional Agreements. (a) The MG Capital Parties shall comply, and shall cause each of their Affiliates and Associates (as hereinafter defined) to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate. (b) The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.", "probability": 2.7988874897419557e-05 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.720443725585938, "probability": 0.9942905502562728 }, { "score": 5.33693265914917, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 0.0016795374054307465 }, { "score": 4.394454479217529, "text": "Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, \"Representatives\"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC),", "probability": 0.0006544502044507467 }, { "score": 4.292800426483154, "text": "Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period,", "probability": 0.000591192360722686 }, { "score": 3.9995298385620117, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 0.00044092326585711363 }, { "score": 3.959758758544922, "text": "Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, \"Representatives\"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn,", "probability": 0.0004237314067966301 }, { "score": 3.3448665142059326, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below", "probability": 0.00022911121384140907 }, { "score": 3.3091890811920166, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will,", "probability": 0.00022108121055956765 }, { "score": 3.104050874710083, "text": "Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, \"Representatives\"),", "probability": 0.00018007832517962297 }, { "score": 3.019109010696411, "text": "Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, \"Representatives\"), shall", "probability": 0.00016541377004507108 }, { "score": 2.9571404457092285, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will", "probability": 0.00015547445896975322 }, { "score": 2.9271597862243652, "text": "in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party);", "probability": 0.00015088241240342976 }, { "score": 2.907578468322754, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will", "probability": 0.00014795667430783361 }, { "score": 2.745187520980835, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will,", "probability": 0.00012577926963369573 }, { "score": 2.499197006225586, "text": "Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, \"Representatives\"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn", "probability": 9.835053923599264e-05 }, { "score": 2.4634206295013428, "text": "in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding.", "probability": 9.489411119230062e-05 }, { "score": 2.435206413269043, "text": "Subject", "probability": 9.225416534476487e-05 }, { "score": 2.429530382156372, "text": "Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, \"Representatives\"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing),", "probability": 9.173201111568657e-05 }, { "score": 2.348621129989624, "text": "impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party's Representatives (including any current officer or director of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party);", "probability": 8.460235908684113e-05 }, { "score": 2.317434072494507, "text": "Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, \"Representatives\"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on", "probability": 8.20045795532793e-05 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.755077362060547, "probability": 0.9708016221236805 }, { "score": 8.111852645874023, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 0.025403765944834514 }, { "score": 5.75838565826416, "text": "This Agreement will terminate upon the earlier of:", "probability": 0.0024143508238509467 }, { "score": 4.035147666931152, "text": "(ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 0.0004309308897411774 }, { "score": 3.187065601348877, "text": "The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.", "probability": 0.0001845398931302389 }, { "score": 2.7496025562286377, "text": "delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 0.00011915231324474864 }, { "score": 2.529306173324585, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period", "probability": 9.559363468154619e-05 }, { "score": 2.508467435836792, "text": "This Agreement will terminate upon the earlier of", "probability": 9.362219650561651e-05 }, { "score": 2.394132614135742, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach", "probability": 8.350718498026476e-05 }, { "score": 2.122192144393921, "text": "breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 6.362409215472942e-05 }, { "score": 2.0039000511169434, "text": "MG Capital Agrees to Withdraw its Consent", "probability": 5.652596628278119e-05 }, { "score": 1.8518222570419312, "text": "(i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 4.855136543899377e-05 }, { "score": 1.7600425481796265, "text": "or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 4.429370687076335e-05 }, { "score": 1.7148257493972778, "text": "MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice NEW YORK, May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 4.2335492951189065e-05 }, { "score": 1.3445587158203125, "text": "13. Termination. This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 2.9234770678042432e-05 }, { "score": 1.2164239883422852, "text": "This", "probability": 2.5718846500839334e-05 }, { "score": 1.055009365081787, "text": "ten (10) calendar days of notice of such breach.", "probability": 2.1885174120509062e-05 }, { "score": 0.6607155799865723, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or", "probability": 1.4754020791520864e-05 }, { "score": 0.6016016006469727, "text": "This Agreement will terminate upon", "probability": 1.390713005661252e-05 }, { "score": 0.4611177444458008, "text": "This Agreement will terminate", "probability": 1.208442950451267e-05 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.229707717895508, "probability": 0.9999310400918582 }, { "score": 1.1790038347244263, "text": "(D) publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to the Company or any of its significant subsidiaries by such third party prior to such proposal becoming public or (E) make any private proposal to the Company that would reasonably be expected to require the Company or the Parties to make public disclosure (of any kind);", "probability": 1.587487566317609e-05 }, { "score": 0.5645991563796997, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 8.587717924437914e-06 }, { "score": 0.5229333639144897, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 8.237255694765799e-06 }, { "score": 0.12747859954833984, "text": "MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice NEW YORK, May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc.", "probability": 5.546751701080689e-06 }, { "score": 0.07621324062347412, "text": "(C) affirmatively solicit a third party to make any public or private offer or proposal (with or without conditions) with respect to any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company, or encourage, initiate or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to the Company or any of its significant subsidiaries by such third party prior to such proposal becoming public or (E) make any private proposal to the Company that would reasonably be expected to require the Company or the Parties to make public disclosure (of any kind);", "probability": 5.269561321604183e-06 }, { "score": -0.17445921897888184, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 4.101179678563744e-06 }, { "score": -0.3370635509490967, "text": "MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice NEW YORK, May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc. (\"HC2\" or the \"Company\")", "probability": 3.485705026239745e-06 }, { "score": -0.4196789264678955, "text": "MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice NEW YORK, May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC", "probability": 3.209306760362867e-06 }, { "score": -0.5995211601257324, "text": "MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice NEW YORK, May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc. (\"HC2", "probability": 2.6810612840794748e-06 }, { "score": -0.7715470790863037, "text": "MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice", "probability": 2.2573392545379395e-06 }, { "score": -0.8520770072937012, "text": "The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board), and that they shall vote all shares of Common Stock beneficially owned by the MG Capital Parties at such meeting or in such consent solicitation, (A) in favor of all directors nominated by the Board for election and against the removal of any member of the Board, (B) in accordance with the Board's recommendation with respect to any \"say-on-pay\" proposal and (C) in accordance with the Board's recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at such meeting or solicitation of consents; provided, however, that in the event that both Institutional Shareholder Services Inc. (\"ISS\") and Glass, Lewis & Co., LLC (\"Glass Lewis\") recommend otherwise with respect to the Company's \"say-on-pay\" proposal presented at an annual or special meeting held during the Standstill Period, the MG Capital Parties shall be permitted to vote in accordance with the recommendation of ISS and Glass Lewis.", "probability": 2.0826828003560036e-06 }, { "score": -0.9959084987640381, "text": "MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice NEW YORK, May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC),", "probability": 1.803673428673029e-06 }, { "score": -1.4284946918487549, "text": "MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice NEW YORK, May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2", "probability": 1.1702754938649716e-06 }, { "score": -1.5423390865325928, "text": "offer, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company or any of its significant subsidiaries, or make any such offer privately to the Company, which private offer would reasonably be expected to require the Company or the Parties to make public disclosure (of any kind), (C) affirmatively solicit a third party to make any public or private offer or proposal (with or without conditions) with respect to any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company, or encourage, initiate or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to the Company or any of its significant subsidiaries by such third party prior to such proposal becoming public or (E) make any private proposal to the Company that would reasonably be expected to require the Company or the Parties to make public disclosure (of any kind);", "probability": 1.0443501137620947e-06 }, { "score": -1.556628704071045, "text": "(c) The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board), and that they shall vote all shares of Common Stock beneficially owned by the MG Capital Parties at such meeting or in such consent solicitation, (A) in favor of all directors nominated by the Board for election and against the removal of any member of the Board, (B) in accordance with the Board's recommendation with respect to any \"say-on-pay\" proposal and (C) in accordance with the Board's recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at such meeting or solicitation of consents; provided, however, that in the event that both Institutional Shareholder Services Inc. (\"ISS\") and Glass, Lewis & Co., LLC (\"Glass Lewis\") recommend otherwise with respect to the Company's \"say-on-pay\" proposal presented at an annual or special meeting held during the Standstill Period, the MG Capital Parties shall be permitted to vote in accordance with the recommendation of ISS and Glass Lewis.", "probability": 1.0295328685743784e-06 }, { "score": -1.6976642608642578, "text": "This Agreement will terminate upon the earlier of:", "probability": 8.941065002731373e-07 }, { "score": -2.0708470344543457, "text": "(\"HC2\" or the \"Company\")", "probability": 6.156275304604852e-07 }, { "score": -2.1534624099731445, "text": "(\"HC2\" or the \"Company\") (NYSE: HCHC", "probability": 5.668114715672565e-07 }, { "score": -2.274702548980713, "text": "HCHC", "probability": 5.020936257521954e-07 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Change Of Control": [ { "text": "", "score": 12.21139144897461, "probability": 0.9993618162498984 }, { "score": 3.9938316345214844, "text": "(vii) make any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal with respect to (A) controlling, changing or influencing the Board, including, without limitation, any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal relating to any change in the number of directors or the filling of any vacancies on the Board, (B) any material change in the capitalization, dividend policy, share repurchase programs and practices or capital allocation programs and practices of the Company, (C) relating to any material change in the Company's management, compensation or corporate structure, (D) relating to any waiver, amendment or modification to the Company's Second Amended and Restated Certificate of Incorporation, as amended", "probability": 0.00026970057335298943 }, { "score": 2.859832525253296, "text": "To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC.", "probability": 8.67745387937562e-05 }, { "score": 2.554917097091675, "text": "(vii) make any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal with respect to (A) controlling, changing or influencing the Board, including, without limitation, any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal relating to any change in the number of directors or the filling of any vacancies on the Board, (B) any material change in the capitalization, dividend policy, share repurchase programs and practices or capital allocation programs and practices of the Company,", "probability": 6.396895058992215e-05 }, { "score": 2.438587188720703, "text": "(vii) make any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal with respect to (A) controlling, changing or influencing the Board, including, without limitation, any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal relating to any change in the number of directors or the filling of any vacancies on the Board, (B) any material change in the capitalization, dividend policy, share repurchase programs and practices or capital allocation programs and practices of the Company, (C) relating to any material change in the Company's management, compensation or corporate structure,", "probability": 5.69439761670333e-05 }, { "score": 1.726150393486023, "text": "To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC. Contact: For HC2: Investor Relations Garrett Edson ir@hc2.com (212) 235-2691 For MG Capital", "probability": 2.792803756868487e-05 }, { "score": 1.6471164226531982, "text": "From 1992 to 2001, she analyzed, managed, and was involved in the restructurings of proprietary investments for ING, Chase Manhattan Bank, Barclays Bank, and Credit Lyonnais.", "probability": 2.5805745067325203e-05 }, { "score": 1.2452518939971924, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 1.7265885452512904e-05 }, { "score": 1.211562156677246, "text": "(vii) make any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal with respect to (A) controlling, changing or influencing the Board, including, without limitation, any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal relating to any change in the number of directors or the filling of any vacancies on the Board, (B) any material change in the capitalization, dividend policy, share repurchase programs and practices or capital allocation programs and practices of the Company", "probability": 1.6693891568854542e-05 }, { "score": 1.0806574821472168, "text": "(vii) make any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal with respect to", "probability": 1.46455744376826e-05 }, { "score": 0.8826210498809814, "text": "(vii) make any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal with respect to (A) controlling, changing or influencing the Board, including, without limitation, any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal relating to any change in the number of directors or the filling of any vacancies on the Board, (B) any material change in the capitalization, dividend policy, share repurchase programs and practices or capital allocation programs and practices of the Company, (C) relating to any material change in the Company's management, compensation or corporate structure", "probability": 1.2014350032588335e-05 }, { "score": 0.7546274662017822, "text": "(A) controlling, changing or influencing the Board, including, without limitation, any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal relating to any change in the number of directors or the filling of any vacancies on the Board, (B) any material change in the capitalization, dividend policy, share repurchase programs and practices or capital allocation programs and practices of the Company, (C) relating to any material change in the Company's management, compensation or corporate structure, (D) relating to any waiver, amendment or modification to the Company's Second Amended and Restated Certificate of Incorporation, as amended", "probability": 1.0570934300687447e-05 }, { "score": 0.5450549125671387, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 8.57229622317423e-06 }, { "score": 0.20310766994953156, "text": "(E) causing any securities of the Company to be delisted or (F) causing any equity securities of the Company to become eligible for termination of registration;", "probability": 6.08963649717377e-06 }, { "score": 0.1378423273563385, "text": "without conditions) with respect to any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company, or encourage, initiate or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to the Company or any of its significant subsidiaries by such third party prior to such proposal becoming public or (E) make any private proposal to the Company that would reasonably be expected to require the Company or the Parties to make public disclosure (of any kind); (vii) make any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal with respect to (A) controlling, changing or influencing the Board, including, without limitation, any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal relating to any change in the number of directors or the filling of any vacancies on the Board, (B) any material change in the capitalization, dividend policy, share repurchase programs and practices or capital allocation programs and practices of the Company, (C) relating to any material change in the Company's management, compensation or corporate structure, (D) relating to any waiver, amendment or modification to the Company's Second Amended and Restated Certificate of Incorporation, as amended", "probability": 5.704886275130118e-06 }, { "score": -0.14925289154052734, "text": "From 1992 to 2001, she analyzed, managed, and was involved in the restructurings of proprietary investments for ING, Chase Manhattan Bank, Barclays Bank, and Credit Lyonnais", "probability": 4.281176392864794e-06 }, { "score": -0.4420778751373291, "text": "From 1992 to 2001, she analyzed, managed, and was involved in the restructurings of proprietary investments for ING, Chase Manhattan Bank, Barclays Bank, and Credit Lyonnais. Ms. Lombard began her career at Citibank in the leveraged buyout group.", "probability": 3.1944114027807115e-06 }, { "score": -0.5942423343658447, "text": "To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC. Contact: For HC2", "probability": 2.7435107260933276e-06 }, { "score": -0.6076807975769043, "text": "From 1992 to 2001, she analyzed, managed, and was involved in the restructurings of proprietary investments for ING, Chase Manhattan Bank, Barclays Bank, and Credit Lyonnais. Ms. Lombard began her career at Citibank in the leveraged buyout group", "probability": 2.70688878060029e-06 }, { "score": -0.656278133392334, "text": "(E) causing any securities of the Company to be delisted or (F) causing any equity securities of the Company to become eligible for termination of registration; (viii) seek, alone or in concert with others, representation on the Board, except as specifically permitted in Section 1;", "probability": 2.578486472225116e-06 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": [ { "score": 15.023530960083008, "text": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 0.9436568631229783 }, { "text": "", "score": 12.130962371826172, "probability": 0.052310338026861976 }, { "score": 8.118372917175293, "text": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party,", "probability": 0.0009461109483095152 }, { "score": 7.766505241394043, "text": "any assignment in contravention hereof will be null and void.", "probability": 0.0006654690749798919 }, { "score": 7.450172424316406, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons. No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 0.0004850050730730292 }, { "score": 7.186318874359131, "text": "16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons. No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 0.0003725256151169055 }, { "score": 7.064818382263184, "text": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise,", "probability": 0.00032990518954576837 }, { "score": 6.495180606842041, "text": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise", "probability": 0.0001866373694471183 }, { "score": 6.215299606323242, "text": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void", "probability": 0.00014107427614304133 }, { "score": 6.1905083656311035, "text": "No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons. No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 0.0001376198662840047 }, { "score": 6.184173583984375, "text": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof", "probability": 0.0001367508299646677 }, { "score": 5.944780349731445, "text": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party", "probability": 0.00010763730369305105 }, { "score": 5.814927101135254, "text": "No", "probability": 9.452969591720968e-05 }, { "score": 5.8139495849609375, "text": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and", "probability": 9.443733675913721e-05 }, { "score": 5.651721954345703, "text": ".", "probability": 8.029512271839585e-05 }, { "score": 5.489288330078125, "text": "Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 6.825667671381174e-05 }, { "score": 5.361110210418701, "text": "whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 6.004517147776561e-05 }, { "score": 5.129147529602051, "text": "without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 4.761436284255993e-05 }, { "score": 4.965648651123047, "text": "No Party may assign its rights or delegate its obligations under this Agreement,", "probability": 4.043256714315527e-05 }, { "score": 4.915433406829834, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 3.845237003064536e-05 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.129751205444336, "probability": 0.9998437553954804 }, { "score": 2.9583048820495605, "text": "Any of the Company's current directors that is not standing for election at the 2020 Annual Meeting shall receive the full amount of his or her quarterly compensation for serving as non-management directors during the second quarter of 2020 (including any quarterly fee awarded and vesting of any and all equity awards for serving on, or serving as the Chair of, any committee of the Board).", "probability": 0.00010394978830120662 }, { "score": 1.263355016708374, "text": "Additional information regarding the identity of these potential participants, none of whom (other than Philip A. Falcone, HC2's President and Chief Executive Officer, and Avram A. Glazer, the Company's Chairman of the Board) owns in excess of one percent (1%) of HC2's shares, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2020 Proxy Statement and other materials to be filed with the SEC in connection with the 2020 Annual Meeting.", "probability": 1.9086057838708012e-05 }, { "score": 0.03754952549934387, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 5.602162148703934e-06 }, { "score": -0.013709038496017456, "text": "RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 5.322238881502611e-06 }, { "score": -0.5227339267730713, "text": "RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof", "probability": 3.199098876116076e-06 }, { "score": -0.7819608449935913, "text": "MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\" RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 2.4685779367063454e-06 }, { "score": -0.8035533428192139, "text": "Additional information regarding the identity of these potential participants, none of whom (other than Philip A. Falcone, HC2's President and Chief Executive Officer, and Avram A. Glazer, the Company's Chairman of the Board) owns in excess of one percent (1%) of HC2's shares, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2020 Proxy Statement and other materials to be filed with the SEC in connection with the 2020 Annual Meeting. Information relating to the foregoing can also be found in HC2's Amendment No. 1 on Form 10-K (the \"Form 10-K/A\"), filed with the SEC on April 29, 2020. To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC.", "probability": 2.4158465231989084e-06 }, { "score": -1.1775705814361572, "text": "For the avoidance of doubt, the Company will be required to use no less than the same level of efforts and to provide no less than the same level of support as was provided for its director nominees at the 2019 Annual Meeting of Stockholders. Any of the Company's current directors that is not standing for election at the 2020 Annual Meeting shall receive the full amount of his or her quarterly compensation for serving as non-management directors during the second quarter of 2020 (including any quarterly fee awarded and vesting of any and all equity awards for serving on, or serving as the Chair of, any committee of the Board).", "probability": 1.6620179793449106e-06 }, { "score": -1.2051314115524292, "text": "2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 1.6168368586877524e-06 }, { "score": -1.2909858226776123, "text": "MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\" RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof", "probability": 1.4838161857601018e-06 }, { "score": -1.309250831604004, "text": "WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 1.456960278191495e-06 }, { "score": -1.3905357122421265, "text": "Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\" RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 1.3432168662446982e-06 }, { "score": -1.4474481344223022, "text": "agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 1.2689058088660992e-06 }, { "score": -1.648321270942688, "text": "(\"MG Capital\"), Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\" RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 1.0379855096435364e-06 }, { "score": -1.7141562700271606, "text": "2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof", "probability": 9.718506152773212e-07 }, { "score": -1.7275800704956055, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 9.588918590069809e-07 }, { "score": -1.8182756900787354, "text": "WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof", "probability": 8.757517712357353e-07 }, { "score": -1.899560570716858, "text": "Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\" RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof", "probability": 8.073827182355745e-07 }, { "score": -2.017979145050049, "text": "MG Capital Management Ltd.,", "probability": 7.172175629434235e-07 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.016648292541504, "probability": 0.36755318506274437 }, { "score": 11.236830711364746, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.1685193278009074 }, { "score": 11.112601280212402, "text": "From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.14883242626590054 }, { "score": 10.910198211669922, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board.", "probability": 0.12156121323815967 }, { "score": 10.43425464630127, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board.", "probability": 0.07552580479324847 }, { "score": 9.709136962890625, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.03657469836297179 }, { "score": 9.330116271972656, "text": "The Company agrees that, in connection with the execution and delivery of this Agreement, the Board shall take such actions as are necessary to (i) reduce the size of the Board from ten (10) to seven (7) Directors, effective as of the 2020 Annual Meeting, and (ii) nominate each of the New Directors and Wayne Barr, Jr., Warren H. Gfeller and Philip A. Falcone (collectively, the \"2020 Director Slate\") for election to the Board at the 2020 Annual Meeting for a term expiring at the Company's 2021 Annual Meeting of Stockholders (the \"2021 Annual Meeting\").", "probability": 0.025036531264790943 }, { "score": 9.069924354553223, "text": "Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary (i) to increase the size of the Board from six (6) to ten (10) Directors, and (ii) to appoint each of Kenneth S. Courtis and Michael Gorzynski (the \"MG Capital Designees\") and (iii) to appoint each of Avram A. Glazer and Shelly Lombard (together with the MG Capital Designees, the \"New Directors\") to the Board. (b) Board Size. From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.019300752628631755 }, { "score": 8.95034122467041, "text": "From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.017125369517330916 }, { "score": 8.743291854858398, "text": "Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary (i) to increase the size of the Board from six (6) to ten (10) Directors, and (ii) to appoint each of Kenneth S. Courtis and Michael Gorzynski (the \"MG Capital Designees\") and (iii) to appoint each of Avram A. Glazer and Shelly Lombard (together with the MG Capital Designees, the \"New Directors\") to the Board. (b) Board Size. From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board.", "probability": 0.01392257455903193 }, { "score": 6.3909759521484375, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board", "probability": 0.0013247128103610777 }, { "score": 6.266746520996094, "text": "From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board", "probability": 0.0011699561364527196 }, { "score": 6.2240705490112305, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board", "probability": 0.0011210775106605343 }, { "score": 6.14473295211792, "text": "Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary (i) to increase the size of the Board from six (6) to ten (10) Directors, and (ii) to appoint each of Kenneth S. Courtis and Michael Gorzynski (the \"MG Capital Designees\") and (iii) to appoint each of Avram A. Glazer and Shelly Lombard (together with the MG Capital Designees, the \"New Directors\") to the Board.", "probability": 0.0010355707137725738 }, { "score": 5.419039249420166, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board", "probability": 0.0005012045320111428 }, { "score": 4.466992378234863, "text": "Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary", "probability": 0.00019344000140243274 }, { "score": 4.43841552734375, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From", "probability": 0.00018799033336286134 }, { "score": 4.409938335418701, "text": "Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice; provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.", "probability": 0.0001827124035433326 }, { "score": 4.314186096191406, "text": "From", "probability": 0.00016602877423048607 }, { "score": 4.310532569885254, "text": "From", "probability": 0.00016542329048516494 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.156064987182617, "probability": 0.946935951011517 }, { "score": 9.221993446350098, "text": "Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice; provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.", "probability": 0.0503581219757844 }, { "score": 5.545849800109863, "text": "Within five (5) business days following receipt of reasonably satisfactory documentation thereof, the Company will reimburse the MG Capital Parties for their fees and expenses (including all legal, public relations, proxy advisory and out-of-pocket expenses, the \"Expenses\") incurred in preparation for and in connection with the matters relating to the consent solicitation run by the MG Capital Parties, the 2020 Annual Meeting and the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, in an amount equal to $352,290.25 (the \"Initial Reimbursement\"). Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice; provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.", "probability": 0.0012750893699833585 }, { "score": 5.257050514221191, "text": "The Company agrees that, in connection with the execution and delivery of this Agreement, the Board shall take such actions as are necessary to (i) reduce the size of the Board from ten (10) to seven (7) Directors, effective as of the 2020 Annual Meeting, and (ii) nominate each of the New Directors and Wayne Barr, Jr., Warren H. Gfeller and Philip A. Falcone (collectively, the \"2020 Director Slate\") for election to the Board at the 2020 Annual Meeting for a term expiring at the Company's 2021 Annual Meeting of Stockholders (the \"2021 Annual Meeting\").", "probability": 0.0009552492138534197 }, { "score": 3.299750566482544, "text": "For the avoidance of doubt, the Company will be required to use no less than the same level of efforts and to provide no less than the same level of support as was provided for its director nominees at the 2019 Annual Meeting of Stockholders.", "probability": 0.00013491869201358983 }, { "score": 3.170032501220703, "text": "Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"),", "probability": 0.00011850489293950486 }, { "score": 2.6596240997314453, "text": "Within five (5) business days following receipt of reasonably satisfactory documentation thereof, the Company will reimburse the MG Capital Parties for their fees and expenses (including all legal, public relations, proxy advisory and out-of-pocket expenses, the \"Expenses\") incurred in preparation for and in connection with the matters relating to the consent solicitation run by the MG Capital Parties, the 2020 Annual Meeting and the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, in an amount equal to $352,290.25 (the \"Initial Reimbursement\").", "probability": 7.113260768190685e-05 }, { "score": 2.4313950538635254, "text": "Between", "probability": 5.661742516839137e-05 }, { "score": 1.6063194274902344, "text": "Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice;", "probability": 2.4809860541330315e-05 }, { "score": 0.7948174476623535, "text": "(i) The Company agrees that, in connection with the execution and delivery of this Agreement, the Board shall take such actions as are necessary to (i) reduce the size of the Board from ten (10) to seven (7) Directors, effective as of the 2020 Annual Meeting, and (ii) nominate each of the New Directors and Wayne Barr, Jr., Warren H. Gfeller and Philip A. Falcone (collectively, the \"2020 Director Slate\") for election to the Board at the 2020 Annual Meeting for a term expiring at the Company's 2021 Annual Meeting of Stockholders (the \"2021 Annual Meeting\").", "probability": 1.102030187574803e-05 }, { "score": 0.6339865922927856, "text": "Within five (5) business days following receipt of reasonably satisfactory documentation thereof, the Company will reimburse the MG Capital Parties for their fees and expenses (including all legal, public relations, proxy advisory and out-of-pocket expenses, the \"Expenses\") incurred in preparation for and in connection with the matters relating to the consent solicitation run by the MG Capital Parties, the 2020 Annual Meeting and the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, in an amount equal to $352,290.25 (the \"Initial Reimbursement", "probability": 9.383082571848505e-06 }, { "score": 0.4113130569458008, "text": "Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice; provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting", "probability": 7.509995045658679e-06 }, { "score": 0.40061140060424805, "text": "Between the date of the Initial Reimbursement", "probability": 7.430054172367321e-06 }, { "score": 0.28392839431762695, "text": "provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.", "probability": 6.611761730886656e-06 }, { "score": 0.28366851806640625, "text": "The Company agrees that, in connection with the execution and delivery of this Agreement, the Board shall take such actions as are necessary to (i) reduce the size of the Board from ten (10) to seven (7) Directors, effective as of the 2020 Annual Meeting, and (ii) nominate each of the New Directors and Wayne Barr, Jr., Warren H. Gfeller and Philip A. Falcone (collectively, the \"2020 Director Slate\") for election to the Board at the 2020 Annual Meeting for a term expiring at the Company's 2021 Annual Meeting of Stockholders (the \"2021 Annual Meeting", "probability": 6.610043714279596e-06 }, { "score": -0.04877519607543945, "text": "For the avoidance of doubt, the Company will be required to use no less than the same level of efforts and to provide no less than the same level of support as was provided for its director nominees at the 2019 Annual Meeting of Stockholders. Any of the Company's current directors that is not standing for election at the 2020 Annual Meeting shall receive the full amount of his or her quarterly compensation for serving as non-management directors during the second quarter of 2020 (including any quarterly fee awarded and vesting of any and all equity awards for serving on, or serving as the Chair of, any committee of the Board).", "probability": 4.740518666606256e-06 }, { "score": -0.10139942169189453, "text": "The", "probability": 4.497502881082943e-06 }, { "score": -0.14116549491882324, "text": ".", "probability": 4.322164222381922e-06 }, { "score": -0.17602252960205078, "text": "the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice; provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.", "probability": 4.174101892230548e-06 }, { "score": -0.40935707092285156, "text": "The Company agrees that, in connection with the execution and delivery of this Agreement, the Board shall take such actions as are necessary to (i) reduce the size of the Board from ten (10) to seven (7) Directors, effective as of the 2020 Annual Meeting, and (ii) nominate each of the New Directors and Wayne Barr, Jr., Warren H. Gfeller and Philip A. Falcone (collectively, the \"2020 Director Slate", "probability": 3.3054237443711185e-06 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.108795166015625, "probability": 0.25185135970674527 }, { "score": 11.587803840637207, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board.", "probability": 0.149582449977489 }, { "score": 11.531733512878418, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.14142611396469948 }, { "score": 11.476348876953125, "text": "From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.13380623981426643 }, { "score": 11.191768646240234, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board.", "probability": 0.10066644747230935 }, { "score": 11.117984771728516, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.09350628719537935 }, { "score": 10.523340225219727, "text": "From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.05159290330893761 }, { "score": 9.844799995422363, "text": "Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary (i) to increase the size of the Board from six (6) to ten (10) Directors, and (ii) to appoint each of Kenneth S. Courtis and Michael Gorzynski (the \"MG Capital Designees\") and (iii) to appoint each of Avram A. Glazer and Shelly Lombard (together with the MG Capital Designees, the \"New Directors\") to the Board. (b) Board Size. From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board.", "probability": 0.026176024606466963 }, { "score": 9.50483512878418, "text": "Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary (i) to increase the size of the Board from six (6) to ten (10) Directors, and (ii) to appoint each of Kenneth S. Courtis and Michael Gorzynski (the \"MG Capital Designees\") and (iii) to appoint each of Avram A. Glazer and Shelly Lombard (together with the MG Capital Designees, the \"New Directors\") to the Board. (b) Board Size. From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board.", "probability": 0.01863197207510419 }, { "score": 9.483216285705566, "text": "The Company agrees that, in connection with the execution and delivery of this Agreement, the Board shall take such actions as are necessary to (i) reduce the size of the Board from ten (10) to seven (7) Directors, effective as of the 2020 Annual Meeting, and (ii) nominate each of the New Directors and Wayne Barr, Jr., Warren H. Gfeller and Philip A. Falcone (collectively, the \"2020 Director Slate\") for election to the Board at the 2020 Annual Meeting for a term expiring at the Company's 2021 Annual Meeting of Stockholders (the \"2021 Annual Meeting\").", "probability": 0.018233493240048863 }, { "score": 7.605878829956055, "text": "Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice; provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.", "probability": 0.002789668397962769 }, { "score": 7.520823955535889, "text": "Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary (i) to increase the size of the Board from six (6) to ten (10) Directors, and (ii) to appoint each of Kenneth S. Courtis and Michael Gorzynski (the \"MG Capital Designees\") and (iii) to appoint each of Avram A. Glazer and Shelly Lombard (together with the MG Capital Designees, the \"New Directors\") to the Board.", "probability": 0.0025622040896138448 }, { "score": 7.17499303817749, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board", "probability": 0.001813097925388035 }, { "score": 7.071861267089844, "text": "For the avoidance of doubt, the Company will be required to use no less than the same level of efforts and to provide no less than the same level of support as was provided for its director nominees at the 2019 Annual Meeting of Stockholders.", "probability": 0.0016354290275950821 }, { "score": 6.829408168792725, "text": "Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members.", "probability": 0.0012833220582701762 }, { "score": 6.617490291595459, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board", "probability": 0.0010382475010427138 }, { "score": 6.605523586273193, "text": "From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board", "probability": 0.0010258971430760452 }, { "score": 6.562106132507324, "text": "From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board", "probability": 0.0009823084044428916 }, { "score": 6.31779146194458, "text": "Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary", "probability": 0.0007693843472127072 }, { "score": 6.113386154174805, "text": "Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders.", "probability": 0.0006271497439491458 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.206256866455078, "probability": 0.9999920467913987 }, { "score": -0.3928539752960205, "text": "To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC.", "probability": 3.3749879804599354e-06 }, { "score": -1.5498003959655762, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 1.0612477540365214e-06 }, { "score": -1.567112922668457, "text": "This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement.", "probability": 1.043033000605956e-06 }, { "score": -1.590592384338379, "text": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 1.0188284145320394e-06 }, { "score": -2.804635524749756, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons. No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 3.025859872655698e-07 }, { "score": -3.4408884048461914, "text": "Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. 14. Counterparts. This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement. For the avoidance of doubt, neither Party shall be bound by any contractual obligation to the other Party (including by means of any oral agreement) until all counterparts to this Agreement have been duly executed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile). 15. Affiliates. Each of the Parties agrees that it will cause their or its Affiliates and their respective employees and other representatives to comply with the terms of this Agreement. 16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons. No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 1.601502780766533e-07 }, { "score": -3.6987104415893555, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof. 4. Representations and Warranties of the Company. The Company represents and warrants to the MG Capital Parties as follows:", "probability": 1.2375336285454377e-07 }, { "score": -3.7042555809020996, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 1.2306903232467134e-07 }, { "score": -3.761021614074707, "text": "For purposes of this Agreement:", "probability": 1.1627747994734786e-07 }, { "score": -4.040201187133789, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach. Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. 14. Counterparts. This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement.", "probability": 8.79527580614679e-08 }, { "score": -4.144998073577881, "text": "This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement. For the avoidance of doubt, neither Party shall be bound by any contractual obligation to the other Party (including by means of any oral agreement) until all counterparts to this Agreement have been duly executed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile). 15. Affiliates. Each of the Parties agrees that it will cause their or its Affiliates and their respective employees and other representatives to comply with the terms of this Agreement. 16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons. No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 7.920211030045943e-08 }, { "score": -4.2132978439331055, "text": "To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC.", "probability": 7.397322277432092e-08 }, { "score": -4.322281837463379, "text": "To", "probability": 6.633510072439061e-08 }, { "score": -4.406561374664307, "text": "RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "probability": 6.097351823311621e-08 }, { "score": -4.409216403961182, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 6.081184647247535e-08 }, { "score": -4.558191299438477, "text": "To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC. Contact: For HC2: Investor Relations Garrett Edson ir@hc2.com (212) 235-2691 For MG Capital", "probability": 5.239492407371249e-08 }, { "score": -4.587690353393555, "text": "The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders.", "probability": 5.087189774191116e-08 }, { "score": -4.63477897644043, "text": "To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC. Contact: For HC2", "probability": 4.853193528849587e-08 }, { "score": -4.641061305999756, "text": "This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement", "probability": 4.822799739550888e-08 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.125288009643555, "probability": 0.9999920765221291 }, { "score": -0.24491667747497559, "text": "To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC.", "probability": 4.243116179666994e-06 }, { "score": -2.096357583999634, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 6.662149190727534e-07 }, { "score": -2.3570168018341064, "text": "To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC. Contact: For HC2: Investor Relations Garrett Edson ir@hc2.com (212) 235-2691 For MG Capital", "probability": 5.133475504097655e-07 }, { "score": -2.5996804237365723, "text": "Promptly following the execution of this Agreement, the Company shall issue a joint press release with the MG Capital Parties substantially in the form attached to this Agreement as Exhibit B (the \"Press Release\"), with such modifications, if any, as may be mutually agreed between the Company and the MG Capital Parties, and (i) the Company shall file a Current Report on Form 8-K, which shall be in form and substance reasonably acceptable to the Company and the MG Capital Parties (for the avoidance of doubt, nothing herein shall prohibit the Company from complying with its obligation to file such Current Report by the deadline therefor) and (ii) the MG Capital Parties shall file an amendment to its Schedule 13D announcing this Agreement and the withdrawal of the 2020 Consent Solicitation, which shall be in form and substance reasonably acceptable to the Company and the MG Capital Parties (for the avoidance of doubt, nothing herein shall prohibit the MG Capital Parties from complying with its obligation to file such amendment by the deadline therefor).", "probability": 4.027393103513382e-07 }, { "score": -3.2163949012756348, "text": "We are pleased to welcome Avie, Ken, Mike and Shelly to the Board. Additionally, we thank Robert, Lee and Julie for their service and contributions to HC2. With these additions, we believe HC2 will be positioned to pursue its path of growth and innovation.\"\n\n\n\n\n\nMr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner.", "probability": 2.1736435537287026e-07 }, { "score": -3.2231037616729736, "text": "We are pleased to welcome Avie, Ken, Mike and Shelly to the Board. Additionally, we thank Robert, Lee and Julie for their service and contributions to HC2. With these additions, we believe HC2 will be positioned to pursue its path of growth and innovation.\"\n\n\n\n\n\nMr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner. We no longer view ourselves as MG Capital nominees, but rather HC2 directors firmly committed to advocating for stockholders' best interests in the boardroom. Our focus now is on working closely with the other directors to enhance stockholder value and seize new opportunities over the long term.\" Under the terms of HC2's agreements with MG Capital, JDS1, LLC and Lancer Capital LLC, each stockholder has individually agreed to abide by customary standstill and voting provisions. The agreements will be filed on a Form 8-K with the Securities and Exchange Commission. Director Biographies: Kenneth S. Courtis is a financial executive with more than 30 years of banking, investment management and board service experience. Since January 2009, Mr. Courtis has served as the Chairman of Starfort Investment Holdings. Previously, he served as Vice Chairman and Managing Director of Goldman Sachs, and Chief Economist and Investment Strategist of Deutsche Bank Asia.", "probability": 2.1591096899174487e-07 }, { "score": -3.22412371635437, "text": "We are pleased to welcome Avie, Ken, Mike and Shelly to the Board.", "probability": 2.156908618568898e-07 }, { "score": -3.349872350692749, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 1.9020407089217797e-07 }, { "score": -3.6308765411376953, "text": "We are pleased to welcome Avie, Ken, Mike and Shelly to the Board.", "probability": 1.4360886126099282e-07 }, { "score": -3.7656116485595703, "text": "May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 1.2550658850404003e-07 }, { "score": -3.7718467712402344, "text": "May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc.", "probability": 1.2472647410932178e-07 }, { "score": -3.781270980834961, "text": "May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd. (together with Percy Rockdale LLC and Rio Royal LLC, \"MG Capital\") today announced a settlement agreement to reconstitute the Board of Directors (the \"Board\"). The agreement provides for the immediate appointment of four new members - Kenneth S. Courtis, Avram A. \"Avie\" Glazer, Michael Gorzynski and Shelly C. Lombard - who will also stand for election on HC2's seven-member slate at the Company's 2020 Annual Meeting of Stockholders (the \"2020 Annual Meeting\") to be held on Wednesday, July 8, 2020. Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders. As part of the settlement agreement, MG Capital has also withdrawn its consent solicitation and nomination for election of directors at the 2020 Annual Meeting. The Company had previously announced the nominations of Mr. Glazer and Ms. Lombard for election at the 2020 Annual Meeting as part of the Board's ongoing refreshment efforts and commitment to incorporating stockholder feedback and to enhancing value for all stockholders.", "probability": 1.23556547152709e-07 }, { "score": -3.8460140228271484, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof. 4. Representations and Warranties of the Company. The Company represents and warrants to the MG Capital Parties as follows:", "probability": 1.1581057485564895e-07 }, { "score": -3.850944757461548, "text": "Promptly following the execution of this Agreement, the Company shall issue a joint press release with the MG Capital Parties substantially in the form attached to this Agreement as Exhibit B (the \"Press Release\"), with such modifications, if any, as may be mutually agreed between the Company and the MG Capital Parties,", "probability": 1.1524094913388405e-07 }, { "score": -3.8554773330688477, "text": "HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 1.1471979280134777e-07 }, { "score": -3.9258944988250732, "text": "(b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 1.0691941340617823e-07 }, { "score": -3.9921622276306152, "text": "To", "probability": 1.000637693414935e-07 }, { "score": -3.9940054416656494, "text": "We no longer view ourselves as MG Capital nominees, but rather HC2 directors firmly committed to advocating for stockholders' best interests in the boardroom. Our focus now is on working closely with the other directors to enhance stockholder value and seize new opportunities over the long term.\" Under the terms of HC2's agreements with MG Capital, JDS1, LLC and Lancer Capital LLC, each stockholder has individually agreed to abide by customary standstill and voting provisions. The agreements will be filed on a Form 8-K with the Securities and Exchange Commission. Director Biographies: Kenneth S. Courtis is a financial executive with more than 30 years of banking, investment management and board service experience. Since January 2009, Mr. Courtis has served as the Chairman of Starfort Investment Holdings. Previously, he served as Vice Chairman and Managing Director of Goldman Sachs, and Chief Economist and Investment Strategist of Deutsche Bank Asia.", "probability": 9.987950027328145e-08 }, { "score": -4.1109395027160645, "text": "Mr. Gfeller commented: \"The Board is pleased to put the consent solicitation behind us and looks forward to working with the new directors. We are pleased to welcome Avie, Ken, Mike and Shelly to the Board. Additionally, we thank Robert, Lee and Julie for their service and contributions to HC2. With these additions, we believe HC2 will be positioned to pursue its path of growth and innovation.\"\n\n\n\n\n\nMr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner.", "probability": 8.88571834998463e-08 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__License Grant": [ { "text": "", "score": 11.765048027038574, "probability": 0.9999988649442981 }, { "score": -2.6746954917907715, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 5.356715444648905e-07 }, { "score": -4.336291790008545, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof. 4. Representations and Warranties of the Company. The Company represents and warrants to the MG Capital Parties as follows:", "probability": 1.0168958460125587e-07 }, { "score": -4.349038124084473, "text": "This Agreement will terminate upon the earlier of:", "probability": 1.004016409017517e-07 }, { "score": -5.175762176513672, "text": "The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders. As part of the settlement agreement, MG Capital has also withdrawn its consent solicitation and nomination for election of directors at the 2020 Annual Meeting. The Company had previously announced the nominations of Mr. Glazer and Ms. Lombard for election at the 2020 Annual Meeting as part of the Board's ongoing refreshment efforts and commitment to incorporating stockholder feedback and to enhancing value for all stockholders.", "probability": 4.39237202314687e-08 }, { "score": -5.564316749572754, "text": "(\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 2.9781873162029668e-08 }, { "score": -5.565104961395264, "text": "(\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd. (together with Percy Rockdale LLC and Rio Royal LLC, \"MG Capital\") today announced a settlement agreement to reconstitute the Board of Directors (the \"Board\"). The agreement provides for the immediate appointment of four new members - Kenneth S. Courtis, Avram A. \"Avie\" Glazer, Michael Gorzynski and Shelly C. Lombard - who will also stand for election on HC2's seven-member slate at the Company's 2020 Annual Meeting of Stockholders (the \"2020 Annual Meeting\") to be held on Wednesday, July 8, 2020. Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders. As part of the settlement agreement, MG Capital has also withdrawn its consent solicitation and nomination for election of directors at the 2020 Annual Meeting. The Company had previously announced the nominations of Mr. Glazer and Ms. Lombard for election at the 2020 Annual Meeting as part of the Board's ongoing refreshment efforts and commitment to incorporating stockholder feedback and to enhancing value for all stockholders.", "probability": 2.9758407986486127e-08 }, { "score": -5.57327938079834, "text": "HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 2.9516141820500838e-08 }, { "score": -5.574068069458008, "text": "HCHC), a diversified holding company, and MG Capital Management, Ltd. (together with Percy Rockdale LLC and Rio Royal LLC, \"MG Capital\") today announced a settlement agreement to reconstitute the Board of Directors (the \"Board\"). The agreement provides for the immediate appointment of four new members - Kenneth S. Courtis, Avram A. \"Avie\" Glazer, Michael Gorzynski and Shelly C. Lombard - who will also stand for election on HC2's seven-member slate at the Company's 2020 Annual Meeting of Stockholders (the \"2020 Annual Meeting\") to be held on Wednesday, July 8, 2020. Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders. As part of the settlement agreement, MG Capital has also withdrawn its consent solicitation and nomination for election of directors at the 2020 Annual Meeting. The Company had previously announced the nominations of Mr. Glazer and Ms. Lombard for election at the 2020 Annual Meeting as part of the Board's ongoing refreshment efforts and commitment to incorporating stockholder feedback and to enhancing value for all stockholders.", "probability": 2.949287195171688e-08 }, { "score": -5.612059593200684, "text": "For purposes of this Agreement:", "probability": 2.8393410160795778e-08 }, { "score": -5.614850044250488, "text": ". Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof. 4. Representations and Warranties of the Company. The Company represents and warrants to the MG Capital Parties as follows:", "probability": 2.831429018115991e-08 }, { "score": -5.638707160949707, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 2.7646786867768817e-08 }, { "score": -5.731814384460449, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 2.5188871513946373e-08 }, { "score": -5.739012718200684, "text": "We are pleased to welcome Avie, Ken, Mike and Shelly to the Board.", "probability": 2.500820464059322e-08 }, { "score": -5.8281073570251465, "text": ":", "probability": 2.287648021284567e-08 }, { "score": -6.128752708435059, "text": "As part of the settlement agreement, MG Capital has also withdrawn its consent solicitation and nomination for election of directors at the 2020 Annual Meeting. The Company had previously announced the nominations of Mr. Glazer and Ms. Lombard for election at the 2020 Annual Meeting as part of the Board's ongoing refreshment efforts and commitment to incorporating stockholder feedback and to enhancing value for all stockholders.", "probability": 1.6936379922501702e-08 }, { "score": -6.166162490844727, "text": "The agreement provides for the immediate appointment of four new members - Kenneth S. Courtis, Avram A. \"Avie\" Glazer, Michael Gorzynski and Shelly C. Lombard - who will also stand for election on HC2's seven-member slate at the Company's 2020 Annual Meeting of Stockholders (the \"2020 Annual Meeting\") to be held on Wednesday, July 8, 2020. Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders. As part of the settlement agreement, MG Capital has also withdrawn its consent solicitation and nomination for election of directors at the 2020 Annual Meeting. The Company had previously announced the nominations of Mr. Glazer and Ms. Lombard for election at the 2020 Annual Meeting as part of the Board's ongoing refreshment efforts and commitment to incorporating stockholder feedback and to enhancing value for all stockholders.", "probability": 1.631449838609291e-08 }, { "score": -6.2493133544921875, "text": "The Company had previously announced the nominations of Mr. Glazer and Ms. Lombard for election at the 2020 Annual Meeting as part of the Board's ongoing refreshment efforts and commitment to incorporating stockholder feedback and to enhancing value for all stockholders.", "probability": 1.501280224900251e-08 }, { "score": -6.260897636413574, "text": "As part of the reconstitution of the Board, three of the current directors - Robert V. Leffler, Jr., Lee S. Hillman and Julie Totman Springer - announced that they will not stand for re-election at the 2020 Annual Meeting. The Company's slate of director nominees will include Wayne Barr Jr., Philip Falcone and Warren H. Gfeller, who will continue to serve as directors and stand for election at the 2020 Annual Meeting alongside the four newly-appointed directors. Mr. Gfeller commented: \"The Board is pleased to put the consent solicitation behind us and looks forward to working with the new directors. We are pleased to welcome Avie, Ken, Mike and Shelly to the Board.", "probability": 1.4839893162753023e-08 }, { "score": -6.298775672912598, "text": "Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders. As part of the settlement agreement, MG Capital has also withdrawn its consent solicitation and nomination for election of directors at the 2020 Annual Meeting. The Company had previously announced the nominations of Mr. Glazer and Ms. Lombard for election at the 2020 Annual Meeting as part of the Board's ongoing refreshment efforts and commitment to incorporating stockholder feedback and to enhancing value for all stockholders.", "probability": 1.4288299734018138e-08 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.033166885375977, "probability": 0.9999961454870864 }, { "score": -1.5389821529388428, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 1.2755247532684154e-06 }, { "score": -1.9884872436523438, "text": "(b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 8.137131053096677e-07 }, { "score": -2.501819133758545, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 4.870057662158989e-07 }, { "score": -2.8470077514648438, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof. 4. Representations and Warranties of the Company. The Company represents and warrants to the MG Capital Parties as follows:", "probability": 3.4484234638331957e-07 }, { "score": -3.3726959228515625, "text": "(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 2.0385300577680651e-07 }, { "score": -3.5718722343444824, "text": "HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 1.6703825577932014e-07 }, { "score": -4.093620777130127, "text": "This Agreement will terminate upon the earlier of:", "probability": 9.91341833618926e-08 }, { "score": -4.22791051864624, "text": "(\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 8.667665436701816e-08 }, { "score": -4.722838401794434, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from: (A) communicating privately with the Board or any of the Company's officers regarding any matter in a manner that does not otherwise violate this Section 3, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (B) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 3, and (C) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the MG Capital Parties or any of their respective Affiliates or Associates; provided that a breach by the MG Capital Parties of this Agreement is not the cause of the applicable requirement.", "probability": 5.283937731605405e-08 }, { "score": -4.894704818725586, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 4.449559868495037e-08 }, { "score": -5.004748344421387, "text": "Additionally, we thank Robert, Lee and Julie for their service and contributions to HC2. With these additions, we believe HC2 will be positioned to pursue its path of growth and innovation.\"\n\n\n\n\n\nMr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner.", "probability": 3.9858941246525555e-08 }, { "score": -5.010009288787842, "text": "In addition, he currently serves as Executive Co-Chairman and Director of Manchester United Plc (NYSE: MANU). Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a U.S. public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure.", "probability": 3.9649796206715984e-08 }, { "score": -5.172343730926514, "text": "(b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from: (A) communicating privately with the Board or any of the Company's officers regarding any matter in a manner that does not otherwise violate this Section 3, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (B) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 3, and (C) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the MG Capital Parties or any of their respective Affiliates or Associates; provided that a breach by the MG Capital Parties of this Agreement is not the cause of the applicable requirement.", "probability": 3.370854500254555e-08 }, { "score": -5.272860050201416, "text": "Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a U.S. public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure.", "probability": 3.048500876410028e-08 }, { "score": -5.364684104919434, "text": "With these additions, we believe HC2 will be positioned to pursue its path of growth and innovation.\"\n\n\n\n\n\nMr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner.", "probability": 2.7810426160501086e-08 }, { "score": -5.3804612159729, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 2.7375101094433593e-08 }, { "score": -5.383097171783447, "text": ":", "probability": 2.7303036558832033e-08 }, { "score": -5.385032653808594, "text": "16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 2.72502431291883e-08 }, { "score": -5.433970928192139, "text": "HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 2.594876894163655e-08 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.090688705444336, "probability": 0.9984110705366108 }, { "score": 4.58005952835083, "text": "For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement;", "probability": 0.0005463671511263642 }, { "score": 4.475109577178955, "text": "For purposes of this Agreement:", "probability": 0.0004919323645169159 }, { "score": 3.9216253757476807, "text": "For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as amended; and (c) the terms \"person\" or \"persons\" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.", "probability": 0.0002828331181286019 }, { "score": 2.477487325668335, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 6.67342947556918e-05 }, { "score": 1.6534152030944824, "text": "(iii) form, join or in any way participate in any \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 2.9272451809398674e-05 }, { "score": 1.605377435684204, "text": "For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement", "probability": 2.789950913802987e-05 }, { "score": 1.4714598655700684, "text": "(a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement;", "probability": 2.4402644923764828e-05 }, { "score": 1.030768632888794, "text": "Neither the Company, the MG Capital Parties nor any of their respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties. 8. Definitions. For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement;", "probability": 1.5705332309812253e-05 }, { "score": 0.985069751739502, "text": "the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement;", "probability": 1.5003768623437697e-05 }, { "score": 0.9258185625076294, "text": "Neither the Company, the MG Capital Parties nor any of their respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties. 8. Definitions. For purposes of this Agreement:", "probability": 1.4140601831124168e-05 }, { "score": 0.861655592918396, "text": "agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 1.326179376876473e-05 }, { "score": 0.8130255937576294, "text": "(a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as amended; and (c) the terms \"person\" or \"persons\" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.", "probability": 1.2632302870656166e-05 }, { "score": 0.4673941135406494, "text": "(iii) form, join or in any way participate in any \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;", "probability": 8.940806278853742e-06 }, { "score": 0.374436616897583, "text": "For", "probability": 8.147150842599753e-06 }, { "score": 0.37233442068099976, "text": "Neither the Company, the MG Capital Parties nor any of their respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties. 8. Definitions. For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as amended; and (c) the terms \"person\" or \"persons\" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.", "probability": 8.130041922376874e-06 }, { "score": 0.32663553953170776, "text": "the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as amended; and (c) the terms \"person\" or \"persons\" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.", "probability": 7.766869588998175e-06 }, { "score": 0.17395758628845215, "text": "For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as amended; and (c) the terms \"person\" or \"persons\" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature", "probability": 6.667128421136658e-06 }, { "score": 0.12618166208267212, "text": "provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 6.356089447203478e-06 }, { "score": -0.7167189121246338, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 2.7360430854565817e-06 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.185168266296387, "probability": 0.997712244393022 }, { "score": 5.259453773498535, "text": "For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement;", "probability": 0.0009799540557212036 }, { "score": 5.234003067016602, "text": "For purposes of this Agreement:", "probability": 0.0009553282342042087 }, { "score": 2.8458495140075684, "text": "For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as amended; and (c) the terms \"person\" or \"persons\" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.", "probability": 8.769820478002623e-05 }, { "score": 2.1767637729644775, "text": "Neither the Company, the MG Capital Parties nor any of their respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties.", "probability": 4.4916970618483436e-05 }, { "score": 2.113079071044922, "text": "Neither the Company, the MG Capital Parties nor any of their respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties. 8. Definitions. For purposes of this Agreement:", "probability": 4.214562934525499e-05 }, { "score": 1.584714651107788, "text": "(a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement;", "probability": 2.484773412413026e-05 }, { "score": 1.4865142107009888, "text": "(i) none of the MG Capital Parties or their Affiliates has formed, or has any present intent to form, a group (within the meaning of Section 13(d) under the Exchange Act) with any person or entity not identified on Exhibit A in relation to the Company or the Common Stock.", "probability": 2.252365580119075e-05 }, { "score": 1.410252332687378, "text": "Neither the Company, the MG Capital Parties nor any of their respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties. 8. Definitions. For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement;", "probability": 2.086982316398455e-05 }, { "score": 1.3848015069961548, "text": "Neither the Company, the MG Capital Parties nor any of their respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties. 8. Definitions. For purposes of this Agreement:", "probability": 2.0345371110272608e-05 }, { "score": 1.3204617500305176, "text": "For purposes of this Agreement:", "probability": 1.907757697784526e-05 }, { "score": 1.2523629665374756, "text": "For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement", "probability": 1.782166552869835e-05 }, { "score": 0.9544157385826111, "text": "the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement;", "probability": 1.3229744340733633e-05 }, { "score": 0.7496240139007568, "text": "For", "probability": 1.0779820660774852e-05 }, { "score": 0.6245835423469543, "text": "(h) no person other than the MG Capital Parties has any rights with respect to the shares of Common Stock beneficially owned by the MG Capital Parties and (i) none of the MG Capital Parties or their Affiliates has formed, or has any present intent to form, a group (within the meaning of Section 13(d) under the Exchange Act) with any person or entity not identified on Exhibit A in relation to the Company or the Common Stock.", "probability": 9.51277333904242e-06 }, { "score": 0.5222210884094238, "text": "Neither the Company, the MG Capital Parties nor any of their respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties", "probability": 8.587202414024973e-06 }, { "score": -0.37842416763305664, "text": "For purposes of this Agreement", "probability": 3.4890439104307817e-06 }, { "score": -0.8177831172943115, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 2.2485123007384906e-06 }, { "score": -0.8288896679878235, "text": "(a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as amended; and (c) the terms \"person\" or \"persons\" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.", "probability": 2.223677256021273e-06 }, { "score": -0.8598383665084839, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 2.155911380723544e-06 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.746304512023926, "probability": 0.9997726717009976 }, { "score": 3.240891933441162, "text": "Whenever the words \"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation.\"", "probability": 0.00020232405106919418 }, { "score": 0.012819051742553711, "text": "Whenever the words \"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation.\" [Signature pages follow]\n\n9\n\n\n\n\n\nThis Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date first set forth above. THE COMPANY: HC2 Holdings, Inc.", "probability": 8.018871839088869e-06 }, { "score": -0.17327791452407837, "text": "This Agreement will terminate upon the earlier of:", "probability": 6.657211993248447e-06 }, { "score": -1.2041573524475098, "text": "\"without limitation.\"", "probability": 2.374581803750434e-06 }, { "score": -1.2539587020874023, "text": "without limitation.\"", "probability": 2.2592208330697485e-06 }, { "score": -2.2059121131896973, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 8.720282826291921e-07 }, { "score": -2.3130083084106445, "text": "Whenever the words \"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation.\" [Signature pages follow]", "probability": 7.834644303569744e-07 }, { "score": -2.398862838745117, "text": "Whenever the words \"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation", "probability": 7.190070277663452e-07 }, { "score": -2.5543735027313232, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 6.154541607593953e-07 }, { "score": -2.934776782989502, "text": "Whenever", "probability": 4.2071564915078136e-07 }, { "score": -2.942750930786133, "text": "(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 4.17374140930667e-07 }, { "score": -3.0182366371154785, "text": "\"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation.\"", "probability": 3.870281129468921e-07 }, { "score": -3.036353588104248, "text": "Whenever the words \"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation.\" [", "probability": 3.8007947769350103e-07 }, { "score": -3.4284214973449707, "text": "\"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation.\"", "probability": 2.5680382676445436e-07 }, { "score": -3.6001954078674316, "text": "(b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 2.1627236510455321e-07 }, { "score": -3.6904444694519043, "text": ".\"", "probability": 1.9760883608208352e-07 }, { "score": -3.8194918632507324, "text": "the words \"without limitation.\"", "probability": 1.736847905008295e-07 }, { "score": -4.120304584503174, "text": "Whenever the words \"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation.\" [Signature pages follow]\n\n9\n\n\n\n\n\nThis Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date first set forth above. THE COMPANY: HC2", "probability": 1.2856432802571704e-07 }, { "score": -4.138263702392578, "text": "This Agreement will terminate upon the earlier of", "probability": 1.2627603546351277e-07 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.037790298461914, "probability": 0.9999987005391646 }, { "score": -2.7474212646484375, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 3.791959061764387e-07 }, { "score": -3.5210165977478027, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 1.7494255121818403e-07 }, { "score": -3.8675899505615234, "text": "This Agreement will terminate upon the earlier of:", "probability": 1.2370309365975936e-07 }, { "score": -3.8866372108459473, "text": "HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 1.213691864667288e-07 }, { "score": -4.013908863067627, "text": "(b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 1.0686489530734064e-07 }, { "score": -4.7218122482299805, "text": "(\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 5.264977635448168e-08 }, { "score": -4.818648338317871, "text": "(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 4.779045343916123e-08 }, { "score": -4.945948600769043, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof. 4. Representations and Warranties of the Company. The Company represents and warrants to the MG Capital Parties as follows:", "probability": 4.2078025224546025e-08 }, { "score": -5.174126625061035, "text": "In addition, he currently serves as Executive Co-Chairman and Director of Manchester United Plc (NYSE: MANU). Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a U.S. public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure.", "probability": 3.349337352234316e-08 }, { "score": -5.199882507324219, "text": "Additionally, we thank Robert, Lee and Julie for their service and contributions to HC2. With these additions, we believe HC2 will be positioned to pursue its path of growth and innovation.\"\n\n\n\n\n\nMr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner.", "probability": 3.264173654650499e-08 }, { "score": -5.455886363983154, "text": "Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a U.S. public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure.", "probability": 2.5269240739878247e-08 }, { "score": -5.625221252441406, "text": "Avram A. \"Avie\" Glazer is the principal of Lancer Capital. In addition, he currently serves as Executive Co-Chairman and Director of Manchester United Plc (NYSE: MANU). Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a U.S. public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure.", "probability": 2.133295343036613e-08 }, { "score": -5.66957950592041, "text": "We are pleased to welcome Avie, Ken, Mike and Shelly to the Board. Additionally, we thank Robert, Lee and Julie for their service and contributions to HC2. With these additions, we believe HC2 will be positioned to pursue its path of growth and innovation.\"\n\n\n\n\n\nMr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner.", "probability": 2.0407341898792396e-08 }, { "score": -5.6698102951049805, "text": "We are pleased to welcome Avie, Ken, Mike and Shelly to the Board.", "probability": 2.040263264843925e-08 }, { "score": -5.688488006591797, "text": "With these additions, we believe HC2 will be positioned to pursue its path of growth and innovation.\"\n\n\n\n\n\nMr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner.", "probability": 2.0025094908243772e-08 }, { "score": -5.7217864990234375, "text": "MANU). Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a U.S. public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure.", "probability": 1.936926903997617e-08 }, { "score": -5.724895477294922, "text": ". He earned an MBA at the European Institute of Business Administration and received a Doctorate with honors and high distinction from l'Institut d'etudes politiques, Paris. Avram A. \"Avie\" Glazer is the principal of Lancer Capital. In addition, he currently serves as Executive Co-Chairman and Director of Manchester United Plc (NYSE: MANU). Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a U.S. public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure.", "probability": 1.930914391567836e-08 }, { "score": -5.7249040603637695, "text": ".", "probability": 1.9308978184677985e-08 }, { "score": -5.724997043609619, "text": ".", "probability": 1.9307182856681338e-08 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.219877243041992, "probability": 0.9999959129499986 }, { "score": -1.3743922710418701, "text": "This Agreement will terminate upon the earlier of:", "probability": 1.2476190273807083e-06 }, { "score": -1.6652380228042603, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 9.327586484426306e-07 }, { "score": -2.255181074142456, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 5.170830152511193e-07 }, { "score": -3.1247076988220215, "text": "Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 2.167353031930489e-07 }, { "score": -3.2371602058410645, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 1.93683290336457e-07 }, { "score": -3.638627052307129, "text": "We are pleased to welcome Avie, Ken, Mike and Shelly to the Board.", "probability": 1.29639491328069e-07 }, { "score": -3.747523307800293, "text": "The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders.", "probability": 1.1626373628121445e-07 }, { "score": -3.759654998779297, "text": "(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 1.1486178179457293e-07 }, { "score": -3.972980260848999, "text": "Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders.", "probability": 9.279606593920627e-08 }, { "score": -4.036054611206055, "text": "This communication, and certain oral statements made by our representatives from time to time may contain, forward-looking statements.", "probability": 8.712378257248684e-08 }, { "score": -4.106302261352539, "text": "(b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 8.121356139639634e-08 }, { "score": -4.3709516525268555, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 6.232937692117275e-08 }, { "score": -4.5674824714660645, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof. 4. Representations and Warranties of the Company. The Company represents and warrants to the MG Capital Parties as follows:", "probability": 5.120832084679276e-08 }, { "score": -4.75722074508667, "text": "(\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd. (together with Percy Rockdale LLC and Rio Royal LLC, \"MG Capital\") today announced a settlement agreement to reconstitute the Board of Directors (the \"Board\"). The agreement provides for the immediate appointment of four new members - Kenneth S. Courtis, Avram A. \"Avie\" Glazer, Michael Gorzynski and Shelly C. Lombard - who will also stand for election on HC2's seven-member slate at the Company's 2020 Annual Meeting of Stockholders (the \"2020 Annual Meeting\") to be held on Wednesday, July 8, 2020. Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders.", "probability": 4.235827348505513e-08 }, { "score": -4.759285926818848, "text": "(\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 4.2270886218798866e-08 }, { "score": -4.810910224914551, "text": "HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd. (together with Percy Rockdale LLC and Rio Royal LLC, \"MG Capital\") today announced a settlement agreement to reconstitute the Board of Directors (the \"Board\"). The agreement provides for the immediate appointment of four new members - Kenneth S. Courtis, Avram A. \"Avie\" Glazer, Michael Gorzynski and Shelly C. Lombard - who will also stand for election on HC2's seven-member slate at the Company's 2020 Annual Meeting of Stockholders (the \"2020 Annual Meeting\") to be held on Wednesday, July 8, 2020. Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders.", "probability": 4.014405187842373e-08 }, { "score": -4.8129754066467285, "text": "HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 4.00612326636287e-08 }, { "score": -4.82379674911499, "text": "Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a U.S. public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure.", "probability": 3.9630053521489775e-08 }, { "score": -4.832921028137207, "text": "The agreement provides for the immediate appointment of four new members - Kenneth S. Courtis, Avram A. \"Avie\" Glazer, Michael Gorzynski and Shelly C. Lombard - who will also stand for election on HC2's seven-member slate at the Company's 2020 Annual Meeting of Stockholders (the \"2020 Annual Meeting\") to be held on Wednesday, July 8, 2020. Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders.", "probability": 3.9270102499504553e-08 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.366230964660645, "probability": 0.9999658051789158 }, { "score": 1.9707098007202148, "text": "Upon such termination, this Agreement shall have no further force and effect.", "probability": 3.056804549969196e-05 }, { "score": -1.944725751876831, "text": "From 1992 to 2001, she analyzed, managed, and was involved in the restructurings of proprietary investments for ING, Chase Manhattan Bank, Barclays Bank, and Credit Lyonnais.", "probability": 6.09278167800462e-07 }, { "score": -2.075747013092041, "text": "Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination.", "probability": 5.344582749897698e-07 }, { "score": -2.1732773780822754, "text": "Upon", "probability": 4.847936317297016e-07 }, { "score": -2.34809947013855, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 4.0703582624535794e-07 }, { "score": -2.587948799133301, "text": "This Agreement will terminate upon the earlier of:", "probability": 3.2023396771592034e-07 }, { "score": -3.1896395683288574, "text": "Upon such termination, this Agreement shall have no further force and effect", "probability": 1.7545122929858175e-07 }, { "score": -3.3530712127685547, "text": "Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. 14. Counterparts. This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement. For the avoidance of doubt, neither Party shall be bound by any contractual obligation to the other Party (including by means of any oral agreement) until all counterparts to this Agreement have been duly executed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile). 15. Affiliates. Each of the Parties agrees that it will cause their or its Affiliates and their respective employees and other representatives to comply with the terms of this Agreement. 16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 1.4899749058786744e-07 }, { "score": -3.361887216567993, "text": "From 1992 to 2001, she analyzed, managed, and was involved in the restructurings of proprietary investments for ING, Chase Manhattan Bank, Barclays Bank, and Credit Lyonnais. Ms. Lombard began her career at Citibank in the leveraged buyout group.", "probability": 1.4768970135248556e-07 }, { "score": -3.48921275138855, "text": "HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 1.300329559312427e-07 }, { "score": -3.7063987255096436, "text": "From 1992 to 2001, she analyzed, managed, and was involved in the restructurings of proprietary investments for ING, Chase Manhattan Bank, Barclays Bank, and Credit Lyonnais", "probability": 1.0464795960425322e-07 }, { "score": -3.8713812828063965, "text": "(\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 8.873189380468686e-08 }, { "score": -3.9038586616516113, "text": "Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. 14. Counterparts. This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement. For the avoidance of doubt, neither Party shall be bound by any contractual obligation to the other Party (including by means of any oral agreement) until all counterparts to this Agreement have been duly executed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile). 15. Affiliates. Each of the Parties agrees that it will cause their or its Affiliates and their respective employees and other representatives to comply with the terms of this Agreement. 16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons. No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "probability": 8.589640827295416e-08 }, { "score": -4.044661998748779, "text": "Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. 14. Counterparts. This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement.", "probability": 7.461478501567797e-08 }, { "score": -4.103342533111572, "text": "Upon such termination, this Agreement shall have no further force and effect. Notwithstanding", "probability": 7.03623376723735e-08 }, { "score": -4.1938252449035645, "text": "Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof. 4. Representations and Warranties of the Company. The Company represents and warrants to the MG Capital Parties as follows:", "probability": 6.427530073214882e-08 }, { "score": -4.218419551849365, "text": "HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 6.271377528546897e-08 }, { "score": -4.228513240814209, "text": "Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. 14. Counterparts. This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement. For the avoidance of doubt, neither Party shall be bound by any contractual obligation to the other Party (including by means of any oral agreement) until all counterparts to this Agreement have been duly executed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile). 15. Affiliates. Each of the Parties agrees that it will cause their or its Affiliates and their respective employees and other representatives to comply with the terms of this Agreement. 16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties,", "probability": 6.208394594204929e-08 }, { "score": -4.341015338897705, "text": "Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. 14. Counterparts. This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement. For the avoidance of doubt, neither Party shall be bound by any contractual obligation to the other Party (including by means of any oral agreement) until all counterparts to this Agreement have been duly executed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).", "probability": 5.547793299438603e-08 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Audit Rights": [ { "text": "", "score": 12.22265911102295, "probability": 0.939614601391611 }, { "score": 9.32580852508545, "text": "(x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company;", "probability": 0.05186370431701742 }, { "score": 7.427647590637207, "text": "(x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company", "probability": 0.007771461735913684 }, { "score": 4.238437175750732, "text": "make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company;", "probability": 0.0003202183594557002 }, { "score": 3.4607903957366943, "text": "(x) make any request for stockholder list materials or other books and records of the Company", "probability": 0.00014713585687018254 }, { "score": 2.5750350952148438, "text": "(viii) seek, alone or in concert with others, representation on the Board, except as specifically permitted in Section 1; (ix) subject to Section 3(b) below, advise, knowingly encourage, knowingly support or knowingly influence any person or entity, in the MG Capital Parties' capacity as stockholders of the Company, with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders with respect to the appointment, election or removal of any director(s), except in accordance with Section 1; (x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company;", "probability": 6.0679205180083095e-05 }, { "score": 2.374354124069214, "text": "(x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company; (xi) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its or their current or former directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this Section 3;", "probability": 4.964611226971129e-05 }, { "score": 2.3402762413024902, "text": "make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company", "probability": 4.798278025872681e-05 }, { "score": 1.9447627067565918, "text": "(", "probability": 3.2308445524183636e-05 }, { "score": 1.0620546340942383, "text": "x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company;", "probability": 1.3364749343575213e-05 }, { "score": 0.9036259651184082, "text": "(x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company; (xi)", "probability": 1.140659761038839e-05 }, { "score": 0.7766003608703613, "text": "(x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the", "probability": 1.0045917383781802e-05 }, { "score": 0.7603018283843994, "text": "stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company;", "probability": 9.883510762898706e-06 }, { "score": 0.7437348365783691, "text": "(x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company; (", "probability": 9.721119601802699e-06 }, { "score": 0.6768742799758911, "text": "(viii) seek, alone or in concert with others, representation on the Board, except as specifically permitted in Section 1; (ix) subject to Section 3(b) below, advise, knowingly encourage, knowingly support or knowingly influence any person or entity, in the MG Capital Parties' capacity as stockholders of the Company, with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders with respect to the appointment, election or removal of any director(s), except in accordance with Section 1; (x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company", "probability": 9.09241219168002e-06 }, { "score": 0.41689372062683105, "text": "; (x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company;", "probability": 7.01085513343717e-06 }, { "score": 0.24868535995483398, "text": ";", "probability": 5.925418518652829e-06 }, { "score": 0.24522638320922852, "text": "(x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company; (xi) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its or their current or former directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this Section 3; provided, however, that for the avoidance of doubt the foregoing shall not prevent the MG Capital Parties, and their Affiliates or Associates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates,", "probability": 5.904958040348139e-06 }, { "score": 0.10097646713256836, "text": "(x) make", "probability": 5.111753151000439e-06 }, { "score": 0.036904335021972656, "text": "(x)", "probability": 4.794504161827617e-06 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.381808280944824, "probability": 0.9357205524394465 }, { "score": 9.434033393859863, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.04908443555449167 }, { "score": 6.938594818115234, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 0.004047516220048134 }, { "score": 6.68228816986084, "text": "Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination.", "probability": 0.0031323914856360943 }, { "score": 6.369481563568115, "text": "Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination.", "probability": 0.0022910040229239766 }, { "score": 6.213986396789551, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "probability": 0.00196107931512279 }, { "score": 5.638886451721191, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 0.001103398593977184 }, { "score": 5.509628772735596, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages).", "probability": 0.0009696087577314004 }, { "score": 5.1637468338012695, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF", "probability": 0.0006860912995914432 }, { "score": 4.039933681488037, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity.", "probability": 0.0002230057501024438 }, { "score": 3.4098572731018066, "text": "It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 0.00011876195932560761 }, { "score": 3.247392416000366, "text": "AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.00010095312405651974 }, { "score": 3.241011142730713, "text": "THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.00010031096565769326 }, { "score": 3.2370166778564453, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach. Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination.", "probability": 9.991107623271174e-05 }, { "score": 3.0425357818603516, "text": "ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 8.225298302037545e-05 }, { "score": 2.725992202758789, "text": "(2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 5.9934726454414974e-05 }, { "score": 2.672050952911377, "text": "THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 5.678742030892241e-05 }, { "score": 2.6696853637695312, "text": "ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 5.665324337037196e-05 }, { "score": 2.5993971824645996, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE", "probability": 5.280791354970625e-05 }, { "score": 2.5943708419799805, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 5.2543148951851316e-05 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.210864067077637, "probability": 0.8603441408072058 }, { "score": 9.546961784362793, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.059945162754387736 }, { "score": 8.954450607299805, "text": "Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice; provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.", "probability": 0.03314589948336699 }, { "score": 8.571170806884766, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.022592979416713548 }, { "score": 7.683685302734375, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 0.009301295658647209 }, { "score": 7.06699275970459, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 0.0050201567863656016 }, { "score": 6.549893379211426, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.0029932560806489286 }, { "score": 6.074329376220703, "text": "provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.\n\n7\n\n\n\n\n\n11. Specific Performance; Remedies; Venue. (a) Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.0018604116530388066 }, { "score": 5.194724082946777, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages).", "probability": 0.0007719716046323376 }, { "score": 5.04571533203125, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 0.0006651010718614483 }, { "score": 4.765566825866699, "text": "AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.0005025979321040087 }, { "score": 4.740110397338867, "text": "FURTHERMORE, THE PARTIES AGREE", "probability": 0.0004899650598707753 }, { "score": 4.719160079956055, "text": "provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.\n\n7\n\n\n\n\n\n11. Specific Performance; Remedies; Venue. (a) Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages).", "probability": 0.0004798069160730501 }, { "score": 4.570151329040527, "text": "provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.\n\n7\n\n\n\n\n\n11. Specific Performance; Remedies; Venue. (a) Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 0.00041338320250614274 }, { "score": 4.203917980194092, "text": "ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.0002866155197062199 }, { "score": 4.175758361816406, "text": "ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.00027865711476042764 }, { "score": 4.112149238586426, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "probability": 0.0002614839548310008 }, { "score": 3.9940900802612305, "text": "It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.0002323660116896709 }, { "score": 3.887308120727539, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF", "probability": 0.0002088323559740556 }, { "score": 3.8732476234436035, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF", "probability": 0.00020591661561585514 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.137134552001953, "probability": 0.999877824115732 }, { "score": 1.5706474781036377, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 2.5762019649811033e-05 }, { "score": 1.5403811931610107, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 2.4993980497474102e-05 }, { "score": 1.3509913682937622, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages).", "probability": 2.0681616024550294e-05 }, { "score": 0.7506059408187866, "text": "Any of the Company's current directors that is not standing for election at the 2020 Annual Meeting shall receive the full amount of his or her quarterly compensation for serving as non-management directors during the second quarter of 2020 (including any quarterly fee awarded and vesting of any and all equity awards for serving on, or serving as the Chair of, any committee of the Board).", "probability": 1.1345937648550358e-05 }, { "score": 0.7439882755279541, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 1.1271101922783682e-05 }, { "score": 0.7137219905853271, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 1.093507828471688e-05 }, { "score": -0.31421637535095215, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages).", "probability": 3.911955775443813e-06 }, { "score": -0.9933162927627563, "text": "(a) Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 1.9836479128862126e-06 }, { "score": -1.087343692779541, "text": "This Agreement will terminate upon the earlier of:", "probability": 1.8056310264569574e-06 }, { "score": -1.2129724025726318, "text": "(a) Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages).", "probability": 1.59246227663343e-06 }, { "score": -1.2419968843460083, "text": "Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice; provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.\n\n7\n\n\n\n\n\n11. Specific Performance; Remedies; Venue. (a) Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages).", "probability": 1.5469062030930098e-06 }, { "score": -1.5768342018127441, "text": "Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE", "probability": 1.1067409558653343e-06 }, { "score": -1.607100486755371, "text": "FURTHERMORE, THE PARTIES AGREE", "probability": 1.0737458569890078e-06 }, { "score": -1.81997549533844, "text": "(a) Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES;", "probability": 8.678627727551487e-07 }, { "score": -1.9438343048095703, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 7.667607298152274e-07 }, { "score": -2.0051026344299316, "text": "ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 7.211927706098895e-07 }, { "score": -2.095519542694092, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 6.588458281162098e-07 }, { "score": -2.1949410438537598, "text": "(1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 5.964933289032157e-07 }, { "score": -2.2690162658691406, "text": "AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 5.539048027148547e-07 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.845212936401367, "probability": 0.9999400281490505 }, { "score": 1.6231272220611572, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the", "probability": 3.635620423833682e-05 }, { "score": 0.6598038077354431, "text": "This Agreement will terminate upon the earlier of:", "probability": 1.3874345060187207e-05 }, { "score": -1.8199595212936401, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws.", "probability": 1.162157424699808e-06 }, { "score": -2.1580817699432373, "text": "The", "probability": 8.287438800787742e-07 }, { "score": -2.1906566619873047, "text": "This Agreement will terminate upon the earlier of", "probability": 8.021826017320938e-07 }, { "score": -2.3697688579559326, "text": "Chairman of the board of Zapata Corporation from March 2002 to July 2009.", "probability": 6.706343590092531e-07 }, { "score": -2.371178150177002, "text": "Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure. He is an expert in restructurings and in the insurance and banking industries, having participated in multiple large-scale bank and insurance company restructurings.", "probability": 6.696899048861593e-07 }, { "score": -2.3719022274017334, "text": "Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments.", "probability": 6.692051731911672e-07 }, { "score": -2.3721132278442383, "text": "Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure.", "probability": 6.690639854993539e-07 }, { "score": -2.4762446880340576, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until", "probability": 6.028981270134478e-07 }, { "score": -2.6936216354370117, "text": "July 2009.", "probability": 4.851078762482121e-07 }, { "score": -2.69503116607666, "text": "July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure. He is an expert in restructurings and in the insurance and banking industries, having participated in multiple large-scale bank and insurance company restructurings.", "probability": 4.844245835072617e-07 }, { "score": -2.6957550048828125, "text": "July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments.", "probability": 4.840740650697929e-07 }, { "score": -2.6959657669067383, "text": "July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure.", "probability": 4.839720513907912e-07 }, { "score": -2.8735475540161133, "text": "This Agreement will terminate upon the earlier of:", "probability": 4.052261769701678e-07 }, { "score": -2.897878646850586, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws. The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 3.954855616807509e-07 }, { "score": -3.0018627643585205, "text": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "probability": 3.564272538596035e-07 }, { "score": -3.0756757259368896, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant", "probability": 3.310658178104775e-07 }, { "score": -3.3934333324432373, "text": "The standstill period (the \"Standstill Period\") begins on the date of this Agreement and", "probability": 2.4094280807900457e-07 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Insurance": [ { "text": "", "score": 12.185018539428711, "probability": 0.9999596494493863 }, { "score": 0.8540446758270264, "text": "He is an expert in restructurings and in the insurance and banking industries, having participated in multiple large-scale bank and insurance company restructurings.", "probability": 1.1995077328490277e-05 }, { "score": 0.7217625975608826, "text": "He is an expert in restructurings and in the insurance and banking industries, having participated in multiple large-scale bank and insurance company restructurings. He began his career at Credit Suisse First Boston in the technology investment banking group and at Spectrum Equity Investors a private equity fund in Boston. He earned a BA from the University of California, Berkeley, and received an MBA from Harvard Business School. Shelly C. Lombard is currently an independent consultant.", "probability": 1.0508813276152315e-05 }, { "score": 0.497005820274353, "text": "The Parties acknowledge that each of the MG Capital Designees and each other member of the 2020 Director Slate will be governed by the same protections and obligations as other non-employee directors of the Company, including, without limitation, confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, and other governance guidelines and policies of the Company (collectively, \"Company Policies\"), and shall have the same rights and benefits as other non-employee directors of the Company, including without limitation with respect to insurance, indemnification, compensation and fees.", "probability": 8.3934990822956e-06 }, { "score": -0.5382908582687378, "text": "He is an expert in restructurings and in the insurance and banking industries, having participated in multiple large-scale bank and insurance company restructurings. He began his career at Credit Suisse First Boston in the technology investment banking group and at Spectrum Equity Investors a private equity fund in Boston.", "probability": 2.9807078590445856e-06 }, { "score": -0.5383869409561157, "text": "He is an expert in restructurings and in the insurance and banking industries, having participated in multiple large-scale bank and insurance company restructurings.", "probability": 2.980421478381532e-06 }, { "score": -2.223389148712158, "text": "The Parties acknowledge that each of the MG Capital Designees and each other member of the 2020 Director Slate will be governed by the same protections and obligations as other non-employee directors of the Company, including, without limitation, confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, and other governance guidelines and policies of the Company (collectively, \"Company Policies\"), and shall have the same rights and benefits as other non-employee directors of the Company, including without limitation with respect to insurance, indemnification, compensation and fees. (ii) The Parties acknowledge that to the extent they have not already done so, within three (3) business days of the date hereof, the Company shall enter into an indemnification agreement with each of the New Directors in the form attached as Exhibit 10.20 to the Company's Annual Report on Form 10-K, previously filed with the SEC on March 16, 2020.", "probability": 5.527013478167509e-07 }, { "score": -2.3242721557617188, "text": "He is an expert in restructurings and in the insurance and banking industries, having participated in multiple large-scale bank and insurance company restructurings", "probability": 4.996634592950291e-07 }, { "score": -2.5750069618225098, "text": "The Company represents and warrants to the MG Capital Parties as follows:", "probability": 3.888524572246083e-07 }, { "score": -2.6265063285827637, "text": "The", "probability": 3.693337170454182e-07 }, { "score": -2.9416141510009766, "text": "This Agreement will terminate upon the earlier of:", "probability": 2.6950657717465275e-07 }, { "score": -3.0844006538391113, "text": "The Parties acknowledge that each of the MG Capital Designees and each other member of the 2020 Director Slate will be governed by the same protections and obligations as other non-employee directors of the Company, including, without limitation, confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, and other governance guidelines and policies of the Company (collectively, \"Company Policies\"), and shall have the same rights and benefits as other non-employee directors of the Company, including without limitation with respect to insurance, indemnification, compensation and fees", "probability": 2.3364579975082479e-07 }, { "score": -3.0883524417877197, "text": "HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 2.327243030740797e-07 }, { "score": -3.102842092514038, "text": "He", "probability": 2.2937652186920476e-07 }, { "score": -3.4047281742095947, "text": "(i) The Parties acknowledge that each of the MG Capital Designees and each other member of the 2020 Director Slate will be governed by the same protections and obligations as other non-employee directors of the Company, including, without limitation, confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, and other governance guidelines and policies of the Company (collectively, \"Company Policies\"), and shall have the same rights and benefits as other non-employee directors of the Company, including without limitation with respect to insurance, indemnification, compensation and fees.", "probability": 1.6960611395031398e-07 }, { "score": -3.6428375244140625, "text": "He began his career at Credit Suisse First Boston in the technology investment banking group and at Spectrum Equity Investors a private equity fund in Boston. He earned a BA from the University of California, Berkeley, and received an MBA from Harvard Business School. Shelly C. Lombard is currently an independent consultant.", "probability": 1.336693778685904e-07 }, { "score": -3.8259782791137695, "text": "(\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 1.1129993419475286e-07 }, { "score": -3.9115004539489746, "text": "HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd.", "probability": 1.0217698862620778e-07 }, { "score": -3.920419931411743, "text": "MG Capital Management, Ltd.", "probability": 1.0126967567291802e-07 }, { "score": -3.9511466026306152, "text": "The Parties acknowledge that each of the MG Capital Designees and each other member of the 2020 Director Slate", "probability": 9.820531552936169e-08 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.078462600708008, "probability": 0.9836705208856468 }, { "score": 7.381258964538574, "text": "provided, however, that for the avoidance of doubt the foregoing shall not prevent the MG Capital Parties, and their Affiliates or Associates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) complying with a validly issued legal process or (E) exercising statutory appraisal, dissenters or similar rights under applicable law;", "probability": 0.008971809361885475 }, { "score": 5.68093729019165, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "probability": 0.0016384746113288376 }, { "score": 5.604099273681641, "text": "provided, however, that for the avoidance of doubt the foregoing shall not prevent the MG Capital Parties, and their Affiliates or Associates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) complying with a validly issued legal process or (E) exercising statutory appraisal, dissenters or similar rights under applicable law;\n\n4\n\n\n\n\n\n(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2.", "probability": 0.0015172927744953836 }, { "score": 4.792716979980469, "text": "(xi) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its or their current or former directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this Section 3; provided, however, that for the avoidance of doubt the foregoing shall not prevent the MG Capital Parties, and their Affiliates or Associates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates,", "probability": 0.0006740475536081749 }, { "score": 4.707372188568115, "text": "(C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) complying with a validly issued legal process or (E) exercising statutory appraisal, dissenters or similar rights under applicable law;", "probability": 0.0006189075274669092 }, { "score": 4.6930718421936035, "text": "provided, however, that for the avoidance of doubt the foregoing shall not prevent the MG Capital Parties, and their Affiliates or Associates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates,", "probability": 0.0006101199181339028 }, { "score": 4.264908313751221, "text": "provided, however, that for the avoidance of doubt the foregoing shall not prevent the MG Capital Parties, and their Affiliates or Associates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement,", "probability": 0.0003976180998504617 }, { "score": 4.197603225708008, "text": "provided, however, that for the avoidance of doubt the foregoing shall not prevent the MG Capital Parties, and their Affiliates or Associates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) complying with a validly issued legal process or (E) exercising statutory appraisal, dissenters or similar rights under applicable law;\n\n4\n\n\n\n\n\n(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:", "probability": 0.0003717371090954299 }, { "score": 3.6134302616119385, "text": "The Company agrees that, provided that each member of the 2020 Director Slate is able and willing to serve on the Board, (i) the Board will unanimously recommend that the stockholders of the Company vote to elect each member of the 2020 Director Slate as a director of the Company at the 2020 Annual Meeting, (ii) the Company will use its reasonable best efforts (which will include the solicitation of proxies) to obtain the election of the 2020 Director Slate at the 2020 Annual Meeting and (iii) the Company will use its best efforts to resist, discourage and defend against any attempt, solicitation or action by any stockholder of the Company to remove any member of the 2020 Director Slate prior to the 2021 Annual Meeting.", "probability": 0.00020726826996617578 }, { "score": 3.5905940532684326, "text": "against or involving the Company or any of its or their current or former directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this Section 3; provided, however, that for the avoidance of doubt the foregoing shall not prevent the MG Capital Parties, and their Affiliates or Associates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) complying with a validly issued legal process or (E) exercising statutory appraisal, dissenters or similar rights under applicable law;", "probability": 0.00020258868393331693 }, { "score": 3.370112657546997, "text": "FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.", "probability": 0.00016250298003926288 }, { "score": 3.3455729484558105, "text": "(B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) complying with a validly issued legal process or (E) exercising statutory appraisal, dissenters or similar rights under applicable law;", "probability": 0.00015856373581780807 }, { "score": 3.242736577987671, "text": "(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2.", "probability": 0.00014306803133704192 }, { "score": 3.199225664138794, "text": "(xi) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its or their current or former directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this Section 3;", "probability": 0.0001369764957028589 }, { "score": 3.1719632148742676, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board;", "probability": 0.00013329262477467478 }, { "score": 2.9302120208740234, "text": "(C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) complying with a validly issued legal process or (E) exercising statutory appraisal, dissenters or similar rights under applicable law;\n\n4\n\n\n\n\n\n(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2.", "probability": 0.00010466823734744752 }, { "score": 2.8857829570770264, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below", "probability": 0.00010011971698831777 }, { "score": 2.8446097373962402, "text": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below: (i) fail to comply with all applicable laws and regulatory rules and obtain all applicable regulatory approvals, if and when acquiring, or offering, seeking or agreeing to acquire, by purchase or otherwise, or directing any third party in the acquisition of, any Common Stock or any securities convertible or exchangeable into or exercisable for Common Stock (collectively, \"Company Securities\"), or rights or options to acquire any Company Securities, or engaging in any swap instrument or derivative hedging transactions or other derivative agreements of any nature with respect to Company Securities;", "probability": 9.608117625529255e-05 }, { "score": 2.714298725128174, "text": "(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement;", "probability": 8.43422063267861e-05 } ], "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": [ { "score": 13.108509063720703, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 0.48032447720426996 }, { "score": 12.689266204833984, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 0.31583471116593936 }, { "text": "", "score": 12.034585952758789, "probability": 0.1641102993439538 }, { "score": 9.761506080627441, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons", "probability": 0.01690245515131074 }, { "score": 9.478056907653809, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons", "probability": 0.012730614887345365 }, { "score": 8.156648635864258, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties", "probability": 0.003396010776852281 }, { "score": 7.753337383270264, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties", "probability": 0.0022688887841697176 }, { "score": 7.3255815505981445, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties,", "probability": 0.00147924874855374 }, { "score": 7.025054931640625, "text": "16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 0.0010952774800625335 }, { "score": 5.977317810058594, "text": "No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 0.000384147231710881 }, { "score": 5.789539813995361, "text": "16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 0.00031838071986632226 }, { "score": 5.741232872009277, "text": "No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 0.00030336629111469974 }, { "score": 5.699790000915527, "text": "This Agreement is solely for the benefit of the Company and the MG Capital Parties,", "probability": 0.00029105087668919905 }, { "score": 5.445562839508057, "text": "Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 0.00022571449957870543 }, { "score": 4.738926410675049, "text": "Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "probability": 0.00011134511205713173 }, { "score": 4.080568313598633, "text": "This", "probability": 5.764343702725221e-05 }, { "score": 3.987569808959961, "text": "This", "probability": 5.252440369686545e-05 }, { "score": 3.8138461112976074, "text": "16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons", "probability": 4.414829006853326e-05 }, { "score": 3.7982311248779297, "text": "MG Capital Parties, and is not enforceable by any other persons.", "probability": 4.346426950312696e-05 }, { "score": 3.293246269226074, "text": ".", "probability": 2.623132623032925e-05 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Document Name": [ { "score": 13.972583770751953, "text": "SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT", "probability": 0.10626091494022284 }, { "score": 13.964654922485352, "text": "EXCLUSIVE AGENCY AND MARKETING AGREEMENT", "probability": 0.10542171959172804 }, { "score": 13.876726150512695, "text": "SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT", "probability": 0.09654796303504357 }, { "score": 13.682964324951172, "text": "EXCLUSIVE AGENCY AND MARKETING 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Monsanto Company, a Delaware corporation (\"Monsanto\"), and The Scotts Company LLC, an Ohio limited liability company (f/k/a The Scotts Company, an Ohio corporation) (the \"Agent\"), is entered into on August 31, 2017 (the \"Execution Date\"), and shall amend and restate and supersede in its entirety the Amended and Restated Exclusive Agency Marketing Agreement", "probability": 0.04946579985695169 }, { "score": 12.91834831237793, "text": "EXCLUSIVE AGENCY AND MARKETING AGREEMENT\n\nTHIS SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT by and between Monsanto Company, a Delaware corporation (\"Monsanto\"), and The Scotts Company LLC, an Ohio limited liability company (f/k/a The Scotts Company, an Ohio corporation) (the \"Agent\"), is entered into on August 31, 2017 (the \"Execution Date\"), and shall amend and restate and supersede in its entirety the Amended and Restated Exclusive Agency Marketing Agreement", "probability": 0.03702754418066252 }, { "score": 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Marketing Agreement", "probability": 0.016391042094779942 }, { "score": 12.029041290283203, "text": "EXCLUSIVE AGENCY AND MARKETING AGREEMENT", "probability": 0.0152161148067607 }, { "score": 11.957670211791992, "text": "Lawn and Garden Brand Extension Agreement", "probability": 0.01416797268322893 }, { "score": 11.915130615234375, "text": "CLUSIVE AGENCY AND MARKETING AGREEMENT\n\nTHIS SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT", "probability": 0.013577912286137216 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Parties": [ { "score": 12.162031173706055, "text": "The Scotts Company LLC", "probability": 0.15826897978176246 }, { "text": "", "score": 11.846118927001953, "probability": 0.11539762145559926 }, { "score": 11.528151512145996, "text": "Monsanto Company, a Delaware corporation (\"Monsanto\"), and The Scotts Company LLC", "probability": 0.08396636715909771 }, { "score": 11.447803497314453, "text": "The Scotts Company LLC, an Ohio limited liability company (f/k/a The Scotts Company, an Ohio corporation) (the \"Agent\"), is entered into on August 31, 2017 (the \"Execution Date\"), and shall amend and restate and supersede in its entirety the Amended and Restated Exclusive Agency Marketing Agreement and all other agreements to the extent addressed by or incorporated into this Agreement, dated as of September 30, 1998, as amended and restated as of November 11, 1998, and as amended and/or restated from time to time (collectively, the \"Original Agreement\"), with respect to the countries and territories described in this Agreement. Other countries and territories included in the Original Agreement that, as of the Execution Date, will no longer be addressed in this Agreement will be addressed in a separate agreement, effective as of the Execution Date, with respect to such countries and territories by and between Monsanto and the purchaser of Agent's international business. Monsanto and the Agent are sometimes referred to herein as the \"parties.\"", "probability": 0.0774837558822737 }, { "score": 11.290887832641602, "text": "Monsanto and the Agent are sometimes referred to herein as the \"parties.\"", "probability": 0.0662312660449808 }, { "score": 11.246187210083008, "text": "Monsanto Company", "probability": 0.0633358820539236 }, { "score": 11.227237701416016, "text": "THE SCOTTS COMPANY LLC", "probability": 0.062146998166317524 }, { "score": 11.135120391845703, "text": "The Scotts Company LLC", "probability": 0.05667794780056179 }, { "score": 11.132375717163086, "text": "MONSANTO COMPANY\n\nand\n\nTHE SCOTTS COMPANY LLC", "probability": 0.05652259856125649 }, { "score": 10.813924789428711, "text": "Monsanto Company, a Delaware corporation (\"Monsanto\"), and The Scotts Company LLC, an Ohio limited liability company (f/k/a The Scotts Company, an Ohio corporation) (the \"Agent\"), is entered into on August 31, 2017 (the \"Execution Date\"), and shall amend and restate and supersede in its entirety the Amended and Restated Exclusive Agency Marketing Agreement and all other agreements to the extent addressed by or incorporated into this Agreement, dated as of September 30, 1998, as amended and restated as of November 11, 1998, and as amended and/or restated from time to time (collectively, the \"Original Agreement\"), with respect to the countries and territories described in this Agreement. Other countries and territories included in the Original Agreement that, as of the Execution Date, will no longer be addressed in this Agreement will be addressed in a separate agreement, effective as of the Execution Date, with respect to such countries and territories by and between Monsanto and the purchaser of Agent's international business. Monsanto and the Agent are sometimes referred to herein as the \"parties.\"", "probability": 0.04110745964802623 }, { "score": 10.794916152954102, "text": "Monsanto and the Agent are sometimes referred to herein as the \"parties.\"", "probability": 0.04033344270061425 }, { "score": 10.761970520019531, "text": "Monsanto Company, a Delaware corporation (\"Monsanto\"), and The Scotts Company LLC", "probability": 0.03902628274061084 }, { "score": 10.395940780639648, "text": "The Scotts Company, an Ohio corporation) (the \"Agent\"), is entered into on August 31, 2017 (the \"Execution Date\"), and shall amend and restate and supersede in its entirety the Amended and Restated Exclusive Agency Marketing Agreement and all other agreements to the extent addressed by or incorporated into this Agreement, dated as of September 30, 1998, as amended and restated as of November 11, 1998, and as amended and/or restated from time to time (collectively, the \"Original Agreement\"), with respect to the countries and territories described in this Agreement. Other countries and territories included in the Original Agreement that, as of the Execution Date, will no longer be addressed in this Agreement will be addressed in a separate agreement, effective as of the Execution Date, with respect to such countries and territories by and between Monsanto and the purchaser of Agent's international business. Monsanto and the Agent are sometimes referred to herein as the \"parties.\"", "probability": 0.027064031521934723 }, { "score": 10.336368560791016, "text": "Monsanto Company", "probability": 0.02549885059257107 }, { "score": 10.234200477600098, "text": "f/k/a The Scotts Company, an Ohio corporation) (the \"Agent\"), is entered into on August 31, 2017 (the \"Execution Date\"), and shall amend and restate and supersede in its entirety the Amended and Restated Exclusive Agency Marketing Agreement and all other agreements to the extent addressed by or incorporated into this Agreement, dated as of September 30, 1998, as amended and restated as of November 11, 1998, and as amended and/or restated from time to time (collectively, the \"Original Agreement\"), with respect to the countries and territories described in this Agreement. Other countries and territories included in the Original Agreement that, as of the Execution Date, will no longer be addressed in this Agreement will be addressed in a separate agreement, effective as of the Execution Date, with respect to such countries and territories by and between Monsanto and the purchaser of Agent's international business. Monsanto and the Agent are sometimes referred to herein as the \"parties.\"", "probability": 0.0230223456241348 }, { "score": 9.965785026550293, "text": "Scotts Company LLC", "probability": 0.01760265674559994 }, { "score": 9.736213684082031, "text": "The Scotts Company LLC, an Ohio limited liability company (f/k/a The Scotts Company, an Ohio corporation) (the \"Agent\"),", "probability": 0.013991898725179997 }, { "score": 9.698391914367676, "text": "SCOTTS COMPANY LLC", "probability": 0.01347258297870997 }, { "score": 9.346272468566895, "text": "The Scotts Company LLC, an Ohio limited liability company (f/k/a The Scotts Company", "probability": 0.009473868119253574 }, { "score": 9.335799217224121, "text": "MONSANTO COMPANY", "probability": 0.00937516369759144 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Agreement Date": [ { "score": 15.385978698730469, "text": "August 31, 2017", "probability": 0.40219548972796165 }, { "score": 15.344600677490234, "text": "August 31, 2017", "probability": 0.3858930436320229 }, { "score": 14.598644256591797, "text": "September 30, 1998", "probability": 0.18302153456447084 }, { "score": 11.477357864379883, "text": "August 31, 2017 (", "probability": 0.008071323157846704 }, { "score": 11.351143836975098, "text": "August 31, 2017 (", "probability": 0.007114275516262755 }, { "text": "", "score": 11.250114440917969, "probability": 0.0064306396059733316 }, { "score": 10.169288635253906, "text": "Effective as of September 30, 1998", "probability": 0.002182013773667878 }, { "score": 9.38901424407959, "text": "February 26, 2010", "probability": 0.0009999738089647076 }, { "score": 9.367316246032715, "text": "SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT by and between MONSANTO COMPANY\n\nand\n\nTHE SCOTTS COMPANY LLC Effective as of September 30, 1998", "probability": 0.0009785100812642815 }, { "score": 8.708492279052734, "text": "August 31", "probability": 0.0005063393631153497 }, { "score": 8.482501029968262, "text": "February 24, 2012", "probability": 0.00040391961019390623 }, { "score": 8.387781143188477, "text": "on August 31, 2017", "probability": 0.0003674164650074402 }, { "score": 8.35136890411377, "text": "February 26, 2010", "probability": 0.00035427864902546534 }, { "score": 8.101499557495117, "text": "August 31, 2017 (the \"Execution Date\"),", "probability": 0.000275948540541251 }, { "score": 8.101311683654785, "text": "August 31, 2017 (the", "probability": 0.0002758967018989204 }, { "score": 8.087507247924805, "text": "on August 31, 2017", "probability": 0.0002721142708382685 }, { "score": 7.644769191741943, "text": "August 31, 2017 (the \"Execution Date", "probability": 0.00017477230898699933 }, { "score": 7.639708995819092, "text": "August 31, 2017 (the \"", "probability": 0.00017389016066563155 }, { "score": 7.577223777770996, "text": "August 31, 2017 (the \"Execution Date\"),", "probability": 0.00016335710314302303 }, { "score": 7.4598307609558105, "text": "is entered into on August 31, 2017", "probability": 0.0001452629581486363 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Effective Date": [ { "score": 15.23986530303955, "text": "August 31, 2017", "probability": 0.18249192000349754 }, { "score": 15.11775016784668, "text": "August 31, 2017", "probability": 0.16151382825967592 }, { "score": 15.082132339477539, "text": "\"Effective Date\" means September 30, 1998.", "probability": 0.1558623014631397 }, { "score": 15.02200698852539, "text": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.", "probability": 0.14676718908079148 }, { "score": 14.929130554199219, "text": "September 30, 1998", "probability": 0.13374983461455445 }, { "score": 14.695117950439453, "text": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.", "probability": 0.10584317796591303 }, { "score": 14.089056968688965, "text": "\"Effective Date\" means September 30, 1998.", "probability": 0.05773696234984544 }, { "score": 12.819799423217773, "text": "Effective as of September 30, 1998", "probability": 0.016226407671921125 }, { "score": 12.762856483459473, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.015328243062321193 }, { "score": 11.8798189163208, "text": "September 30, 1998.", "probability": 0.006338610062502179 }, { "text": "", "score": 11.764897346496582, "probability": 0.005650465558770248 }, { "score": 11.19453239440918, "text": "August 31, 2017 (", "probability": 0.003194316028926192 }, { "score": 10.891748428344727, "text": "September 30, 1998.", "probability": 0.0023598286805002816 }, { "score": 10.738178253173828, "text": "\"Effective Date\" means September 30, 1998", "probability": 0.0020238848311960127 }, { "score": 10.686887741088867, "text": "August 31, 2017 (", "probability": 0.0019226959391506605 }, { "score": 10.014633178710938, "text": "\"Effective Date\" means September 30, 1998", "probability": 0.000981644329414783 }, { "score": 9.487008094787598, "text": "May 15, 2015", "probability": 0.0005791745897488541 }, { "score": 9.387735366821289, "text": "February 26, 2010", "probability": 0.0005244401123464204 }, { "score": 9.280384063720703, "text": "No conditions, usage of trade, course of dealing, or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of the Agreement and no amendment to or modification of this Agreement, and no waiver of any provision hereof, shall be effective unless it is in writing and signed by each party hereto.", "probability": 0.0004710573918959402 }, { "score": 9.198490142822266, "text": "August 31, 2017 (the \"Execution Date\"),", "probability": 0.0004340180038884135 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Expiration Date": [ { "score": 15.615119934082031, "text": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.", "probability": 0.5358697494569488 }, { "score": 15.195752143859863, "text": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.", "probability": 0.35231418079249344 }, { "score": 12.760671615600586, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.030859443333189247 }, { "score": 12.649314880371094, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.02760746129833675 }, { "score": 12.455673217773438, "text": "The \"Noncompetition Period\" shall be the term of this Agreement, and for the two- year period following the termination, cancellation or non-renewal of this Agreement; provided, however, that in the event (i) Monsanto terminates this Agreement pursuant to Section 10.4(a)(2) or (ii) the Agent terminates this Agreement pursuant to Section 10.5(a), the Noncompetition Period shall be deemed to terminate simultaneously upon the effective date of the termination of this Agreement.", "probability": 0.0227472534466104 }, { "text": "", "score": 11.834235191345215, "probability": 0.012219174326352208 }, { "score": 11.078545570373535, "text": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.\n\nSection 10.2 [Reserved].\n\nSection 10.3 [Reserved].\n\nSection 10.4 Termination by Monsanto.\n\n(a) Termination Rights. In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:\n\n(1) An Event of Default occurring at any time; or\n\n43\n\n\n\n\n\n(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.005739182411051868 }, { "score": 10.566171646118164, "text": "Such license shall terminate automatically upon any expiration or termination of the term of this Agreement applicable to Canada.", "probability": 0.003438181984590023 }, { "score": 10.287944793701172, "text": "Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "probability": 0.002603133694561186 }, { "score": 9.993558883666992, "text": "\"Effective Date\" means September 30, 1998.", "probability": 0.0019393058046453672 }, { "score": 9.203560829162598, "text": "Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "probability": 0.0008801455582168109 }, { "score": 9.142616271972656, "text": "Effective as of September 30, 1998", "probability": 0.00082810730687939 }, { "score": 8.938140869140625, "text": "Such license shall terminate automatically upon any expiration or termination of the term of this Agreement applicable to Canada.", "probability": 0.0006749693894198463 }, { "score": 8.844232559204102, "text": "\"Effective Date\" means September 30, 1998.", "probability": 0.0006144693383788382 }, { "score": 8.730707168579102, "text": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.\n\nSection 10.2 [Reserved].\n\nSection 10.3 [Reserved].\n\nSection 10.4 Termination by Monsanto.\n\n(a) Termination Rights. In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:", "probability": 0.0005485254293564993 }, { "score": 8.26613998413086, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.\n\n(b) Roundup Sale. The Agent may terminate this Agreement by written notice thereof to Monsanto upon receipt of notice of a Roundup Sale as described in Section 10.6.\n\n(c) Termination Fee. Upon termination of this Agreement by the Agent pursuant to Section 10.5(a), Monsanto shall pay to the Agent the Termination Fee applicable pursuant to the Table set forth in Section 10.4(d).\n\n(d) Brand Decline Event.\n\n(i) If prior to Program Year 2023", "probability": 0.00034469723631127213 }, { "score": 7.861057281494141, "text": "(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.0002298860504179073 }, { "score": 7.785927772521973, "text": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein", "probability": 0.0002132476665984591 }, { "score": 7.698858261108398, "text": "The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision;", "probability": 0.00019546566410116536 }, { "score": 7.31697416305542, "text": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.\n\nSection 10.2 [Reserved].\n\nSection 10.3 [Reserved].\n\nSection 10.4 Termination by Monsanto.\n\n(a) Termination Rights. In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:\n\n(1) An Event of Default occurring at any time; or\n\n43\n\n\n\n\n\n(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.\n\n(b) Event of Default. An Event of Default shall mean any of the following occurrences:", "probability": 0.00013341981154038355 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Renewal Term": [ { "text": "", "score": 11.668821334838867, "probability": 0.9851355051087993 }, { "score": 6.087862968444824, "text": "The \"Noncompetition Period\" shall be the term of this Agreement, and for the two- year period following the termination, cancellation or non-renewal of this Agreement; provided, however, that in the event (i) Monsanto terminates this Agreement pursuant to Section 10.4(a)(2) or (ii) the Agent terminates this Agreement pursuant to Section 10.5(a), the Noncompetition Period shall be deemed to terminate simultaneously upon the effective date of the termination of this Agreement.", "probability": 0.0037129281866695465 }, { "score": 6.065997123718262, "text": "Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "probability": 0.0036326230449059103 }, { "score": 5.670956134796143, "text": "Marks in full force and effect and Monsanto agrees to cooperate with the Agent in providing any product sample or other required information to assist in the maintenance and renewal of the Canada Marks. Monsanto acknowledges OMS Investments, Inc.'s exclusive ownership of all right, title and interest in and to the Canada Marks and agrees that Monsanto's use of the Canada Marks shall inure to the benefit of OMS Investments, Inc. Monsanto further agrees that it will in no way dispute, impugn or attack the validity of said Canada Marks or OMS Investments, Inc.'s or the Agent's rights thereto.\n\n(d) The Agent hereby grants to Monsanto exclusive access to the registrations for an acetic acid/citric acid nonselective weedkiller formulation in Canada. The parties will agree on the mutually acceptable details and mechanics of access and appropriate registration/labeling rights, the cost of which will be included in the Roundup P&L. Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "probability": 0.0024471253283833284 }, { "score": 5.53320837020874, "text": "Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "probability": 0.002132225427029792 }, { "score": 5.1201300621032715, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.001410702669773227 }, { "score": 3.3557753562927246, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.00024164954146802987 }, { "score": 3.2193603515625, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.\n\n(b) Roundup Sale. The Agent may terminate this Agreement by written notice thereof to Monsanto upon receipt of notice of a Roundup Sale as described in Section 10.6.\n\n(c) Termination Fee. Upon termination of this Agreement by the Agent pursuant to Section 10.5(a), Monsanto shall pay to the Agent the Termination Fee applicable pursuant to the Table set forth in Section 10.4(d).\n\n(d) Brand Decline Event.\n\n(i) If prior to Program Year 2023", "probability": 0.0002108345064387683 }, { "score": 2.853724479675293, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.00014626757124606342 }, { "score": 2.7620978355407715, "text": "Such license shall terminate automatically upon any expiration or termination of the term of this Agreement applicable to Canada.", "probability": 0.00013346122417511798 }, { "score": 2.707366943359375, "text": "The Agent agrees to carry out at its expense, all procedures necessary to register and maintain the Canada\n\n31\n\n\n\n\n\nMarks in full force and effect and Monsanto agrees to cooperate with the Agent in providing any product sample or other required information to assist in the maintenance and renewal of the Canada Marks. Monsanto acknowledges OMS Investments, Inc.'s exclusive ownership of all right, title and interest in and to the Canada Marks and agrees that Monsanto's use of the Canada Marks shall inure to the benefit of OMS Investments, Inc. Monsanto further agrees that it will in no way dispute, impugn or attack the validity of said Canada Marks or OMS Investments, Inc.'s or the Agent's rights thereto.\n\n(d) The Agent hereby grants to Monsanto exclusive access to the registrations for an acetic acid/citric acid nonselective weedkiller formulation in Canada. The parties will agree on the mutually acceptable details and mechanics of access and appropriate registration/labeling rights, the cost of which will be included in the Roundup P&L. Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "probability": 0.00012635306453223768 }, { "score": 2.4925527572631836, "text": "The Agent may terminate this Agreement in accordance with the provisions of Section 10.4(g) upon:\n\n(1) a Material Breach of this Agreement committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement. Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.00010192792050395182 }, { "score": 2.4645752906799316, "text": "Marks in full force and effect and Monsanto agrees to cooperate with the Agent in providing any product sample or other required information to assist in the maintenance and renewal of the Canada Marks.", "probability": 9.911575754179296e-05 }, { "score": 2.331087112426758, "text": "Marks in full force and effect and Monsanto agrees to cooperate with the Agent in providing any product sample or other required information to assist in the maintenance and renewal of the Canada Marks.", "probability": 8.67300357520587e-05 }, { "score": 2.2644052505493164, "text": "(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 8.11353213804163e-05 }, { "score": 2.166018486022949, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:", "probability": 7.353280480437633e-05 }, { "score": 2.1368463039398193, "text": "The \"Noncompetition Period\" shall be the term of this Agreement, and for the two- year period following the termination, cancellation or non-renewal of this Agreement;", "probability": 7.141867918969922e-05 }, { "score": 1.9303257465362549, "text": "The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision;", "probability": 5.8092634965454726e-05 }, { "score": 1.8585582971572876, "text": "Such license shall terminate automatically upon any expiration or termination of the term of this Agreement applicable to Canada. Notwithstanding the foregoing, nothing herein shall be interpreted as granting Monsanto a license to the Canada Marks outside of Canada or outside the category specified in this Section 6.10(c). The Agent represents and warrants that it is a licensee with the right to sublicense the Canada Marks, and that Monsanto's use of the Canada Marks, as described herein, shall not infringe upon the rights of any third party. The Agent agrees to hold harmless, indemnify, and defend Monsanto from any and all claims, demands, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from a breach of this warranty by the Agent. The Agent agrees to carry out at its expense, all procedures necessary to register and maintain the Canada\n\n31\n\n\n\n\n\nMarks in full force and effect and Monsanto agrees to cooperate with the Agent in providing any product sample or other required information to assist in the maintenance and renewal of the Canada Marks.", "probability": 5.406956410322709e-05 }, { "score": 1.659307837486267, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:", "probability": 4.4301608337470664e-05 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Notice Period To Terminate Renewal": [ { "text": "", "score": 11.868156433105469, "probability": 0.43470568702105133 }, { "score": 10.8209867477417, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.15255108677264 }, { "score": 10.605204582214355, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.12294257416597598 }, { "score": 10.302641868591309, "text": "(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.09084499077693677 }, { "score": 9.847372055053711, "text": "The \"Noncompetition Period\" shall be the term of this Agreement, and for the two- year period following the termination, cancellation or non-renewal of this Agreement; provided, however, that in the event (i) Monsanto terminates this Agreement pursuant to Section 10.4(a)(2) or (ii) the Agent terminates this Agreement pursuant to Section 10.5(a), the Noncompetition Period shall be deemed to terminate simultaneously upon the effective date of the termination of this Agreement.", "probability": 0.05762087080814139 }, { "score": 9.056924819946289, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:\n\n(1) The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision;", "probability": 0.02613923931584349 }, { "score": 8.974509239196777, "text": "The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision;", "probability": 0.024071342537829128 }, { "score": 8.93989086151123, "text": "A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.02325229063112077 }, { "score": 8.906757354736328, "text": "In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:\n\n(1) An Event of Default occurring at any time; or\n\n43\n\n\n\n\n\n(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.022494484417831986 }, { "score": 8.009538650512695, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:", "probability": 0.009171046830672838 }, { "score": 7.760806083679199, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.\n\n(b) Roundup Sale. The Agent may terminate this Agreement by written notice thereof to Monsanto upon receipt of notice of a Roundup Sale as described in Section 10.6.\n\n(c) Termination Fee. Upon termination of this Agreement by the Agent pursuant to Section 10.5(a), Monsanto shall pay to the Agent the Termination Fee applicable pursuant to the Table set forth in Section 10.4(d).\n\n(d) Brand Decline Event.\n\n(i) If prior to Program Year 2023", "probability": 0.007151476730517199 }, { "score": 7.703198432922363, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:", "probability": 0.006751138925535753 }, { "score": 7.20331335067749, "text": "In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:", "probability": 0.004095243335447607 }, { "score": 7.163724422454834, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:\n\n(1) The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision; or", "probability": 0.003936284310313459 }, { "score": 7.081308841705322, "text": "The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision; or", "probability": 0.0036248816124655543 }, { "score": 6.8011369705200195, "text": "The Agent may terminate this Agreement in accordance with the provisions of Section 10.4(g) upon:\n\n(1) a Material Breach of this Agreement committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement. Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.0027391557649959777 }, { "score": 6.652407169342041, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:\n\n(1) The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision; or\n\n(2) The Agent will not terminate this Agreement pursuant to Section 10.5(b) and agrees to continue the performance of its obligations under the Agreement unless and until the Agent receives a termination notice delivered in accordance with the terms of this Agreement by the successor to the Roundup Business.", "probability": 0.0023606097558300076 }, { "score": 6.569991588592529, "text": "The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision; or\n\n(2) The Agent will not terminate this Agreement pursuant to Section 10.5(b) and agrees to continue the performance of its obligations under the Agreement unless and until the Agent receives a termination notice delivered in accordance with the terms of this Agreement by the successor to the Roundup Business.", "probability": 0.0021738599713681706 }, { "score": 6.479368209838867, "text": "arbitration in accordance with the provisions of Section 10.4(g) of this Agreement within ninety (90) days of receipt of such notice from the Agent, then that Brand Decline Event shall be deemed to have occurred as of the date of such notice, and thereafter the Agent shall be entitled to either, as the Agent's sole remedy, (x) terminate this Agreement, which termination shall be effective at the end of the third (3rd) full Program Year following the Program Year in which the Agent delivers notice of termination pursuant to this Section 10.5(d)(ii), or (y) not terminate this Agreement and be entitled to the Additional Commission Amount (in addition to the Commission) set forth in Section 10.5(d)(iv) below, which Additional Commission Amount shall be subject to all other terms and conditions of this Agreement with respect to the Commission, except as otherwise expressly stated in this Section 10.5(d).", "probability": 0.001985520303206373 }, { "score": 6.121506690979004, "text": "such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.0013882160122761914 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Governing Law": [ { "score": 14.863794326782227, "text": "The validity, interpretation and performance of this Agreement and any dispute connected with this Agreement will be governed by and determined in accordance with the statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable, the federal statutory, regulatory and decisional law of the United States.", "probability": 0.8242171792797155 }, { "score": 12.74698257446289, "text": "The marketing, sale and distribution of each of the Natural Products in Canada shall be governed in all respects by the terms and conditions of this Agreement, including without limitation, the calculation of the Commission pursuant to Section 3.6 hereof.", "probability": 0.09924805376451255 }, { "text": "", "score": 12.218158721923828, "probability": 0.05848664615997435 }, { "score": 10.74404525756836, "text": "The marketing, sale and distribution of each of the Natural Products in Canada shall be governed in all respects by the terms and conditions of this Agreement, including without limitation, the calculation of the Commission pursuant to Section 3.6 hereof", "probability": 0.013392368007946544 }, { "score": 8.939864158630371, "text": "The marketing, sale and distribution of each of the Natural Products in Canada shall be governed in all respects by the terms and conditions of this Agreement, including without limitation, the calculation of the Commission pursuant to Section 3.6 hereof. Following the inclusion of the Natural Products in the Roundup L&G Business in Canada, and fully consistent", "probability": 0.0022045069845308208 }, { "score": 8.748064041137695, "text": "The validity, interpretation and performance of this Agreement and any dispute connected with this Agreement will be governed by and determined in accordance with the statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable, the federal statutory, regulatory and decisional law of the United States", "probability": 0.0018197584575043858 }, { "score": 5.7867751121521, "text": "(a) The validity, interpretation and performance of this Agreement and any dispute connected with this Agreement will be governed by and determined in accordance with the statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable, the federal statutory, regulatory and decisional law of the United States.", "probability": 9.417644776742524e-05 }, { "score": 5.74183464050293, "text": "The", "probability": 9.003780655625473e-05 }, { "score": 5.6048903465271, "text": "The validity, interpretation and performance of this Agreement and any dispute connected with this Agreement will be governed by and determined in accordance with the statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable, the federal statutory, regulatory and decisional law of the United States.\n\n(b) Any suit, action or proceeding against any party hereto with respect to the subject matter of this Agreement, or any judgment entered by any court in respect thereof, must be brought or entered in the United States District Court for the District of Delaware, and each such party hereby irrevocably submits to the jurisdiction of such court for the purpose of any such suit, action, proceeding or judgment.", "probability": 7.851466016103363e-05 }, { "score": 5.511257171630859, "text": "The validity, interpretation and performance of this Agreement and any dispute connected with this Agreement will be governed by and determined in accordance with the statutory, regulatory and decisional law of the State of Delaware (", "probability": 7.14967637258154e-05 }, { "score": 5.4578728675842285, "text": ".", "probability": 6.778004852195953e-05 }, { "score": 5.293765068054199, "text": "Section 11.12 Governing Law.\n\n(a) The validity, interpretation and performance of this Agreement and any dispute connected with this Agreement will be governed by and determined in accordance with the statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable, the federal statutory, regulatory and decisional law of the United States.", "probability": 5.752157429275754e-05 }, { "score": 5.013772010803223, "text": "(f) The marketing, sale and distribution of each of the Natural Products in Canada shall be governed in all respects by the terms and conditions of this Agreement, including without limitation, the calculation of the Commission pursuant to Section 3.6 hereof.", "probability": 4.347417246262441e-05 }, { "score": 4.662919044494629, "text": "The", "probability": 3.060961143931049e-05 }, { "score": 4.567065238952637, "text": "The marketing, sale and distribution of each of the Natural Products in Canada shall be governed in all respects by the terms and conditions of this Agreement, including without limitation, the calculation of the Commission pursuant to Section 3.6 hereof. Following the inclusion of the Natural Products in the Roundup L&G Business in Canada,", "probability": 2.78117961717324e-05 }, { "score": 4.4108991622924805, "text": "The marketing, sale and distribution of each of the Natural Products in Canada shall be governed in all respects by the terms and conditions of this Agreement, including without limitation, the calculation of the Commission pursuant to Section 3.6 hereof. Following the inclusion of the Natural Products in the Roundup L&G Business in Canada", "probability": 2.3790686409600367e-05 }, { "score": 3.8137807846069336, "text": "validity, interpretation and performance of this Agreement and any dispute connected with this Agreement will be governed by and determined in accordance with the statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable, the federal statutory, regulatory and decisional law of the United States.", "probability": 1.3094283999588873e-05 }, { "score": 3.72928524017334, "text": "the statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable, the federal statutory, regulatory and decisional law of the United States.", "probability": 1.2033329458255593e-05 }, { "score": 3.6452972888946533, "text": "statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable, the federal statutory, regulatory and decisional law of the United States.", "probability": 1.1063952524487915e-05 }, { "score": 3.552377700805664, "text": "The validity, interpretation and performance of this Agreement and any dispute connected with this Agreement will be governed by and determined in accordance with the statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable", "probability": 1.0082212325263456e-05 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Most Favored Nation": [ { "score": 12.270898818969727, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.27598824519572396 }, { "text": "", "score": 12.082969665527344, "probability": 0.22870412131827808 }, { "score": 11.362279891967773, "text": "In the event that in the normal course of business the Agent determines based on satisfactory evidence that a material amount of additional Roundup Ag Products, above Program Year 2016 sales levels (such amount, the \"Historical Threshold\"), are being sold directly by Monsanto (or directly by any successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU) through Lawn and Garden Channels in the Included Markets, the parties shall negotiate in good faith to include, subject to the principles set forth in Section 3.8(d), an appropriate percentage of such incremental sales that exceed the Historical Threshold to reflect such Lawn and Garden Use within the definition of Program Sales Revenues so that the Agent receives credit therefor for purposes of calculating the Agent's Commission, or such other compensation as required to fully compensate the Agent for lost Commission as a result of such sales of Roundup Ag Products above the Historical Threshold as the Parties may agree (collectively, the \"Additional Amount\").", "probability": 0.11124548633322534 }, { "score": 11.12636661529541, "text": "Notwithstanding the foregoing, to the extent that the Agent, any of its Affiliates and/or Seamless Control LLC (\"Seamless Control\"), but only if Seamless Control is then controlled by Agent or an Affiliate of Agent, sells, directly or indirectly, Roundup Ag Products through Lawn and Garden Channels to consumers in the Lawn and Garden Market in the Included Markets above the Historical Threshold, sales of such Roundup Ag Products shall (i) to the extent in excess of the Historical Threshold, be added to the Historical Threshold and (ii) not be considered by Monsanto or the Agent when determining the Additional Amount.\n\n23\n\n\n\n\n\n(e) During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.087867154969894 }, { "score": 10.634014129638672, "text": "Notwithstanding the foregoing, to the extent that the Agent, any of its Affiliates and/or Seamless Control LLC (\"Seamless Control\"), but only if Seamless Control is then controlled by Agent or an Affiliate of Agent, sells, directly or indirectly, Roundup Ag Products through Lawn and Garden Channels to consumers in the Lawn and Garden Market in the Included Markets above the Historical Threshold, sales of such Roundup Ag Products shall (i) to the extent in excess of the Historical Threshold, be added to the Historical Threshold and (ii) not be considered by Monsanto or the Agent when determining the Additional Amount.", "probability": 0.05370325346438676 }, { "score": 10.156120300292969, "text": "A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or\n\n36\n\n\n\n\n\ndistributes any non-selective weed control product, whether residual or non-residual, for Lawn and Garden Use or (y) competes with the Roundup L&G Business; provided, however, this Section 6.13(b) shall not apply to those actions of Monsanto or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for the duration of this Agreement, (ii) to the extent that immediately upon termination of this Agreement for whatever reason Monsanto or any Affiliates or successor to the Roundup L&G Business shall continue to operate the Roundup L&G Business without infringing this covenant, or (iii) to the extent that Monsanto's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%.", "probability": 0.033300744572229944 }, { "score": 10.133705139160156, "text": "Furthermore, the parties acknowledge that Roundup Ag Products having a formulation consisting of 41% or more Glyphosate and in container sizes over 2.5 gallons in the United States or over one liter in the other Included Markets shall be presumed to have no Lawn and Garden Use and therefor that sales of such Roundup Ag Products shall not be deemed to compete with Roundup Products in a manner that would justify adjustment of the calculation of Program Sales Revenues; provided that if the Agent is able to demonstrate to the Steering Committee that a material change in the amount of such Roundup Ag Products above the Historical Threshold are being sold through Lawn and Garden Channels to consumers for Lawn and Garden Use in the Included Markets, the parties shall negotiate in good faith pursuant to Section 3.8(c) to adjust the calculation of Program Sales Revenues.", "probability": 0.03256260666243549 }, { "score": 9.922921180725098, "text": "(e) During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.026374051701252742 }, { "score": 9.803335189819336, "text": "Plant and Mixing Warehouse collection offer the highest discount and direct-to-store shipments offer the lowest discount.", "probability": 0.023401371828368444 }, { "score": 9.406500816345215, "text": "In the event that Monsanto engages in a process in which it seeks bids or proposals from more than one third party in connection with a contemplated Roundup Sale, the Agent shall be entitled to a fifteen (15) day exclusive negotiation period following the receipt and review by Monsanto of all bids or proposals (the \"Roundup Quiet Period\"), provided that, in determining the value of the price terms of the Agent's bid, Monsanto shall not discount the Agent's bid as a result of the fact that the Termination Fee is an offset or credit against the total purchase price, and that, during the Roundup Quiet Period, the Agent shall have the right to revise its original bid but shall not have the right to review the terms of any other bids or proposals. Monsanto may consummate a Roundup Sale with any third party only if such Roundup Sale is made pursuant to the acceptance by Monsanto of a Roundup Superior Offer.", "probability": 0.01573614463383385 }, { "score": 9.35636043548584, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits", "probability": 0.014966582634691087 }, { "score": 9.318280220031738, "text": "In the event that Monsanto engages in a process in which it seeks bids or proposals from more than one third party in connection with a contemplated Roundup Sale, the Agent shall be entitled to a fifteen (15) day exclusive negotiation period following the receipt and review by Monsanto of all bids or proposals (the \"Roundup Quiet Period\"), provided that, in determining the value of the price terms of the Agent's bid, Monsanto shall not discount the Agent's bid as a result of the fact that the Termination Fee is an offset or credit against the total purchase price, and that, during the Roundup Quiet Period, the Agent shall have the right to revise its original bid but shall not have the right to review the terms of any other bids or proposals.", "probability": 0.014407367043491333 }, { "score": 9.232406616210938, "text": "distributes any non-selective weed control product, whether residual or non-residual, for Lawn and Garden Use or (y) competes with the Roundup L&G Business; provided, however, this Section 6.13(b) shall not apply to those actions of Monsanto or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for the duration of this Agreement, (ii) to the extent that immediately upon termination of this Agreement for whatever reason Monsanto or any Affiliates or successor to the Roundup L&G Business shall continue to operate the Roundup L&G Business without infringing this covenant, or (iii) to the extent that Monsanto's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%.", "probability": 0.013221787964048654 }, { "score": 9.159348487854004, "text": "Unless expressly agreed by the parties in writing on a country-by-country basis, Monsanto shall not sell, or promote the indirect sale of, the 1.67 Gallon Roundup Pro Max SKU through Lawn and Garden Channels in the Included Markets; provided, that the foregoing shall not be deemed an acknowledgement by Monsanto that a 1.67 Gallon package product or any other package size cannot have agricultural uses.", "probability": 0.012290270631802332 }, { "score": 9.046248435974121, "text": "Monsanto may consummate a Roundup Sale with any third party only if such Roundup Sale is made pursuant to the acceptance by Monsanto of a Roundup Superior Offer.", "probability": 0.010975965106917642 }, { "score": 8.987990379333496, "text": "If prior to Program Year 2023\n\n(A) the Sell-Through Business has declined by more than twenty-five percent (25%) as compared to the Sell-Through Business for Program Year 2014 due to legal, regulatory, governmental or non-governmental organization actions adversely affecting the market for Roundup Products or due to diminished consumer or retailer acceptance of Roundup Products due to anti-Monsanto or anti-glyphosate sentiment, or\n\n(B) there has been a significant decline in the overall health and goodwill of the Roundup brand, as measured by industry standard market research and best practices such as attitude and usage studies (provided that the decline is not primarily due to the acts or omissions of the Agent or its Affiliates), and, in the case of (A) or (B),\n\n(C) such declines cannot be remedied by the end of the next full Program Year,\n\nthen the Agent may provide notice to Monsanto of such alleged declines (such declines, a \"Brand Decline Event\").", "probability": 0.010354796427421223 }, { "score": 8.909574508666992, "text": "(iii) to the extent that the Agent's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%; or (iv) to any separate agreement with Monsanto with respect to transgenic technology sharing.", "probability": 0.009573836033887706 }, { "score": 8.890721321105957, "text": "The Termination Fee payable shall vary in accordance with the Table hereunder:\n\nProgram Year Termination Fee\n\n2015 P rog ram Yea r and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM.", "probability": 0.009395029539903262 }, { "score": 8.76429271697998, "text": "If the Agent fails to agree in writing to accept the Product Offer within such ninety (90) days of receipt, then Monsanto shall have the exclusive right to manufacture, package, promote, distribute, and sell such New Product in the Included Markets, regardless of any actual or potential conflict with the terms of Agreement.", "probability": 0.008279248247824675 }, { "score": 8.68549919128418, "text": "A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or", "probability": 0.007651935690383429 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Compete": [ { "score": 13.328606605529785, "text": "Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\" A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or", "probability": 0.12920932325195017 }, { "score": 13.224211692810059, "text": "Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\"", "probability": 0.11640073356916479 }, { "score": 13.147991180419922, "text": "In the event of a termination of this Agreement by Monsanto pursuant to Section 10.4(a)(2) hereof, or by the Agent pursuant to Section 10.6(c)(1) hereof, then notwithstanding the provisions of Section 6.13 hereof, either party may, no earlier than three (3) years prior to the expiration of the Noncompetition Period, commence non- commercial activities (including formulation development, regulatory registrations, packaging and delivery systems development, and advertising and promotional material development and any other activities not prohibited by Section 6.13 of this Agreement during the Noncompetition Period, but excluding consumer-facing efforts or communications) for the sole purpose of such party's preparation to launch any competing product upon expiration of the Noncompetition Period; and provided, that either party may, no earlier than twelve (12) months prior to the expiration of the Noncompetition Period, engage with retail customers for the sole purpose of selling-in competing products (provided that no product may be shipped to a retail customer or distributor prior to the end of the Noncompetition Period).", "probability": 0.10785829961332265 }, { "score": 12.856552124023438, "text": "A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or", "probability": 0.08059037847530509 }, { "score": 12.626110076904297, "text": "A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or\n\n36\n\n\n\n\n\ndistributes any non-selective weed control product, whether residual or non-residual, for Lawn and Garden Use or (y) competes with the Roundup L&G Business; provided, however, this Section 6.13(b) shall not apply to those actions of Monsanto or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for the duration of this Agreement, (ii) to the extent that immediately upon termination of this Agreement for whatever reason Monsanto or any Affiliates or successor to the Roundup L&G Business shall continue to operate the Roundup L&G Business without infringing this covenant, or (iii) to the extent that Monsanto's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%.", "probability": 0.06400346493556049 }, { "score": 12.581218719482422, "text": "distributes any non-selective weed control product, whether residual or non-residual, for Lawn and Garden Use or (y) competes with the Roundup L&G Business; provided, however, this Section 6.13(b) shall not apply to those actions of Monsanto or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for the duration of this Agreement, (ii) to the extent that immediately upon termination of this Agreement for whatever reason Monsanto or any Affiliates or successor to the Roundup L&G Business shall continue to operate the Roundup L&G Business without infringing this covenant, or (iii) to the extent that Monsanto's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%.", "probability": 0.06119379919797052 }, { "score": 12.470375061035156, "text": "The \"Noncompetition Period\" shall be the term of this Agreement, and for the two- year period following the termination, cancellation or non-renewal of this Agreement; provided, however, that in the event (i) Monsanto terminates this Agreement pursuant to Section 10.4(a)(2) or (ii) the Agent terminates this Agreement pursuant to Section 10.5(a), the Noncompetition Period shall be deemed to terminate simultaneously upon the effective date of the termination of this Agreement.\n\n(b) Monsanto Covenant. Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\" A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or", "probability": 0.05477326476433983 }, { "score": 12.36598014831543, "text": "The \"Noncompetition Period\" shall be the term of this Agreement, and for the two- year period following the termination, cancellation or non-renewal of this Agreement; provided, however, that in the event (i) Monsanto terminates this Agreement pursuant to Section 10.4(a)(2) or (ii) the Agent terminates this Agreement pursuant to Section 10.5(a), the Noncompetition Period shall be deemed to terminate simultaneously upon the effective date of the termination of this Agreement.\n\n(b) Monsanto Covenant. Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\"", "probability": 0.049343561579647956 }, { "score": 12.177447319030762, "text": "The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person then employed who works primarily with Roundup Products or with other products with Lawn & Garden Uses (\"Lawn & Garden Employee\") by Monsanto or any of its Affiliates or (ii) knowingly employ any Lawn & Garden Employee of Monsanto or any of its Affiliates who voluntarily terminates such employment with Monsanto (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.040865020950292714 }, { "score": 12.140157699584961, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person", "probability": 0.03936924171107617 }, { "score": 12.121835708618164, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person", "probability": 0.038654486682547534 }, { "score": 11.904585838317871, "text": "The \"Noncompetition Period\" shall be the term of this Agreement, and for the two- year period following the termination, cancellation or non-renewal of this Agreement; provided, however, that in the event (i) Monsanto terminates this Agreement pursuant to Section 10.4(a)(2) or (ii) the Agent terminates this Agreement pursuant to Section 10.5(a), the Noncompetition Period shall be deemed to terminate simultaneously upon the effective date of the termination of this Agreement.", "probability": 0.031106381246913443 }, { "score": 11.856250762939453, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.\n\n(e) Non-Solicitation by the Agent. The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person then employed who works primarily with Roundup Products or with other products with Lawn & Garden Uses (\"Lawn & Garden Employee\") by Monsanto or any of its Affiliates or (ii) knowingly employ any Lawn & Garden Employee of Monsanto or any of its Affiliates who voluntarily terminates such employment with Monsanto (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.029638610127612118 }, { "text": "", "score": 11.85510540008545, "probability": 0.029604682597902776 }, { "score": 11.622657775878906, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.023464412707508823 }, { "score": 11.59119701385498, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to", "probability": 0.02273769587573755 }, { "score": 11.535895347595215, "text": "The Agent covenants and agrees that during the Noncompetition Period, the Agent will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any Competitive Business; provided, however, this Section 6.13(c) shall not apply to those actions of the Agent or any Affiliate", "probability": 0.02151440029736907 }, { "score": 11.471948623657227, "text": "The Parties shall not (1) participate in any economic boycott not sanctioned by the United States Government or (2) provide information that could be construed to support any such unsanctioned boycott.", "probability": 0.020181690213176173 }, { "score": 11.471452713012695, "text": "The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to", "probability": 0.02017168437937963 }, { "score": 11.428255081176758, "text": "The parties expressly agree that at no time during the term of this Agreement, shall either party through its officers, directors, agents, employees, independent contractors or other representatives or through their respective representatives on the", "probability": 0.019318867823222476 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Exclusivity": [ { "score": 14.3113374710083, "text": "Except as otherwise provided in this Agreement, commencing on the Effective Date, Monsanto shall exclusively use the Agent for the performance of all of the services contemplated by this Agreement.", "probability": 0.17239124588763616 }, { "score": 14.082785606384277, "text": "Subject to the terms and conditions hereof, Monsanto hereby appoints and agrees to use the Agent, and the Agent hereby agrees to serve, as Monsanto's exclusive agent in the Lawn and Garden Market, commencing on the Effective Date, to provide certain services in connection with Monsanto's marketing, sales, and distribution of Roundup Products to Customers. Except as otherwise provided in this Agreement, commencing on the Effective Date, Monsanto shall exclusively use the Agent for the performance of all of the services contemplated by this Agreement.", "probability": 0.1371691333506162 }, { "score": 14.011103630065918, "text": "Subject to the terms and conditions hereof, Monsanto hereby appoints and agrees to use the Agent, and the Agent hereby agrees to serve, as Monsanto's exclusive agent in the Lawn and Garden Market, commencing on the Effective Date, to provide certain services in connection with Monsanto's marketing, sales, and distribution of Roundup Products to Customers.", "probability": 0.12768071556956606 }, { "score": 13.652597427368164, "text": "Except as otherwise provided in this Agreement, commencing on the Effective Date, Monsanto shall exclusively use the Agent for the performance of all of the services contemplated by this Agreement.", "probability": 0.0892129791695718 }, { "score": 13.55367660522461, "text": "For a period of sixty (60) days from the last date of receipt by the Agent of the Roundup Sale Notice and any related Roundup Offering Materials as set forth in Section 10.6(a)(ii) (the \"Exclusive Roundup Sale Period\"), Monsanto agrees to negotiate in good faith with the Agent on an exclusive basis with respect to any potential Roundup Sale.", "probability": 0.08081040348512394 }, { "score": 13.53950309753418, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "probability": 0.07967311532999578 }, { "score": 13.313868522644043, "text": "The Agent hereby grants to Monsanto exclusive access to the registrations for an acetic acid/citric acid nonselective weedkiller formulation in Canada.", "probability": 0.06357991576796795 }, { "score": 12.76292896270752, "text": "Subject to the terms and conditions hereof, Monsanto hereby appoints and agrees to use the Agent, and the Agent hereby agrees to serve, as Monsanto's exclusive agent in the Lawn and Garden Market, commencing on the Effective Date, to provide certain services in connection with Monsanto's marketing, sales, and distribution of Roundup Products to Customers", "probability": 0.03664797119985747 }, { "score": 12.63456916809082, "text": "During the term of this Agreement, Monsanto covenants and agrees to first offer (the \"Product Offer\") to the Agent, with respect to the Included Markets, the exclusive agency and distribution rights to any newly created non-selective herbicide product, which is not marketed for Lawn and Garden Use as of the date of this Agreement, and which Monsanto, in its exclusive, reasonable discretion, determines to be suitable for sale as a new product for Lawn and Garden Use (the \"New Product\"); provided, however, that for the Lawn and Garden Market, that any new product containing Glyphosate or another non- selective herbicide shall be considered to be a New Product.", "probability": 0.032233241865506475 }, { "score": 12.581003189086914, "text": "The Agent is exclusively distributing and managing the sale of the Roundup Pro SKU in Lawn and Garden Channels in the United States.", "probability": 0.03055206560076895 }, { "score": 12.370001792907715, "text": "If the Agent does not object to the request, such identified Exclusive Mexican Business will no longer remain exclusive to the Agent.", "probability": 0.0247402358713314 }, { "text": "", "score": 12.211384773254395, "probability": 0.021111414827202975 }, { "score": 12.04848861694336, "text": "If the Agent does not object to the request, such identified Exclusive Mexican Business will no longer remain exclusive to the Agent.", "probability": 0.017937934656750327 }, { "score": 11.829055786132812, "text": "In the event that the Agent is terminated as an exclusive distributor of the Roundup Pro SKU by Monsanto (or by a successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU), any subsequent sales of the Roundup Pro SKU by parties other than Agent in the Lawn and Garden Channels in the United States will be subject to the provisions of Section 3.8(c) below.", "probability": 0.014403696775430934 }, { "score": 11.803838729858398, "text": "If the Agent fails to agree in writing to accept the Product Offer within such ninety (90) days of receipt, then Monsanto shall have the exclusive right to manufacture, package, promote, distribute, and sell such New Product in the Included Markets, regardless of any actual or potential conflict with the terms of Agreement.", "probability": 0.014045019344476906 }, { "score": 11.765406608581543, "text": "The Agent hereby grants to Monsanto exclusive access to the registrations for an acetic acid/citric acid nonselective weedkiller formulation in Canada.", "probability": 0.01351548028934873 }, { "score": 11.637266159057617, "text": "If the Agent affirmatively rejects an Included Markets Proposal made by Monsanto by delivering a written notice to Monsanto within sixty (60) days after the delivery of the Included Markets Proposal, then such proposed Included Market shall be considered an Excluded Market; and in all Excluded Markets Monsanto shall have the exclusive right to promote, distribute and sell Roundup Products in any such country or countries and otherwise expand Monsanto's Roundup L&G Business; provided, that if, after the Agent rejects an Included Markets Proposal, Monsanto materially changes the economic terms of such Included Markets Proposal in a manner that would have made the Included Markets Proposal more attractive to the Roundup P&L to offer it to another agent or distributor, such revised proposal shall be treated as a new Included Markets Proposal for purposes of this Section 2.5 except that the Agent shall have a thirty (30) day period in lieu of the sixty (60) day period set forth above.", "probability": 0.011889970945310864 }, { "score": 11.575185775756836, "text": "Monsanto agrees that it will not promote, distribute or sell Roundup Products in any Excluded Market (other than the Excluded Specified Markets) without first complying with the provisions of this Section 2.5(b) and Section 2.5(c).", "probability": 0.011174281954171472 }, { "score": 11.546563148498535, "text": "The Agent is exclusively distributing and managing the sale of the Roundup Pro SKU in Lawn and Garden Channels in the United States. The parties acknowledge that the Agent purchases the Roundup Pro SKU from Monsanto (or a successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU) for the Agent's own account in its capacity as a distributor and not as a marketing agent, and the sales resulting from such Roundup\n\n22\n\n\n\n\n\nPro SKU shall not be included in the Program Sales Revenues hereunder. In the event that the Agent is terminated as an exclusive distributor of the Roundup Pro SKU by Monsanto (or by a successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU), any subsequent sales of the Roundup Pro SKU by parties other than Agent in the Lawn and Garden Channels in the United States will be subject to the provisions of Section 3.8(c) below.", "probability": 0.010858978578275044 }, { "score": 11.500699996948242, "text": "(vii) in Mexico, the following sales channels are deemed to be exclusively within the Lawn and Garden Channels: Wal-Mart, Grupo Chedraui, COSTCO, City Club, Soriana, HEB, Home Depot and Lowes (the entities described in this clause (vii), the \"Exclusive Mexican Businesses\").", "probability": 0.010372199531090375 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __No-Solicit Of Customers": [ { "score": 13.064037322998047, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.10976508842437147 }, { "score": 12.999141693115234, "text": "During the Exclusive Roundup Sale Period, neither Monsanto nor any of its Affiliates shall, directly or indirectly through its or their agents, employees or representatives or otherwise, solicit, or cause the solicitation of, or in any way encourage the making of, any offer, proposal or indication of interest involving a Roundup Sale or negotiate with, respond to any inquiry from (except for \"no comment\" or another statement agreed to by the Agent), cooperate with or furnish or cause or authorize to be furnished any information to, any third party or its agents, employees or representatives with respect thereto, or disclose to any third party that a Roundup Sale Notice has been provided to the Agent.", "probability": 0.10286802876518175 }, { "score": 12.997820854187012, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person", "probability": 0.10273224636140219 }, { "score": 12.774260520935059, "text": "The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person then employed who works primarily with Roundup Products or with other products with Lawn & Garden Uses (\"Lawn & Garden Employee\") by Monsanto or any of its Affiliates or (ii) knowingly employ any Lawn & Garden Employee of Monsanto or any of its Affiliates who voluntarily terminates such employment with Monsanto (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.08215155067049607 }, { "score": 12.522235870361328, "text": "then employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.06385028651725247 }, { "score": 12.50048828125, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person", "probability": 0.06247668709676884 }, { "score": 12.397778511047363, "text": "Likewise, neither party nor its directors, employees or agents or its subcontractors or vendors shall, without prior written notification thereof to the other party, enter into any business relationship with any director, employee, or agent of the other party or any of its Affiliates unless such person is acting for and on behalf of such party.", "probability": 0.05637826492192882 }, { "score": 12.261922836303711, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.\n\n(e) Non-Solicitation by the Agent. The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person then employed who works primarily with Roundup Products or with other products with Lawn & Garden Uses (\"Lawn & Garden Employee\") by Monsanto or any of its Affiliates or (ii) knowingly employ any Lawn & Garden Employee of Monsanto or any of its Affiliates who voluntarily terminates such employment with Monsanto (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.04921645583464833 }, { "text": "", "score": 12.18527603149414, "probability": 0.045585114688071256 }, { "score": 12.151693344116211, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.04407966405561034 }, { "score": 12.148868560791016, "text": "During the Exclusive Roundup Sale Period, neither Monsanto nor any of its Affiliates shall, directly or indirectly through its or their agents, employees or representatives or otherwise, solicit, or cause the solicitation of, or in any way encourage the making of, any offer, proposal or indication of interest involving a Roundup Sale or negotiate with, respond to any inquiry from (except for \"no comment\" or another statement agreed to by the Agent), cooperate with or furnish or cause or authorize to be furnished any information to, any third party or its agents, employees or representatives with respect thereto, or disclose to any third party that a Roundup Sale Notice has been provided to the Agent. Monsanto will immediately advise the Agent of any offer, proposal or indication of interest received by Monsanto or its Affiliates with respect to a Roundup Sale during the Exclusive Roundup Sale Period.", "probability": 0.04395532425478361 }, { "score": 11.921895980834961, "text": "The parties expressly agree that at no time during the term of this Agreement, shall either party through its officers, directors, agents, employees, independent contractors or other representatives or through their respective representatives on the", "probability": 0.03502987189839712 }, { "score": 11.913185119628906, "text": "then employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.\n\n(e) Non-Solicitation by the Agent. The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person then employed who works primarily with Roundup Products or with other products with Lawn & Garden Uses (\"Lawn & Garden Employee\") by Monsanto or any of its Affiliates or (ii) knowingly employ any Lawn & Garden Employee of Monsanto or any of its Affiliates who voluntarily terminates such employment with Monsanto (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.03472605671327878 }, { "score": 11.83440113067627, "text": "The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to", "probability": 0.03209519498955956 }, { "score": 11.802955627441406, "text": "then employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.0311016485835573 }, { "score": 11.619335174560547, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to", "probability": 0.025884397499032125 }, { "score": 11.497678756713867, "text": "If and only if Monsanto has complied with the provisions of the preceding sentence and no definitive agreement has been entered into with the Agent or one of its Affiliates with respect to a Roundup Sale, then following the Exclusive Roundup Sale Period, Monsanto may then make solicitations to, or otherwise negotiate with, a third party or parties with respect to a Roundup Sale and may provide the Roundup Offering Materials previously provided to the Agent to any such third party or parties in connection with a process to pursue a Roundup Sale.", "probability": 0.022919405562009533 }, { "score": 11.422945976257324, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to", "probability": 0.02126901195703877 }, { "score": 11.322063446044922, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.\n\n(e) Non-Solicitation by the Agent. The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to", "probability": 0.01922802106370205 }, { "score": 11.052703857421875, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n", "probability": 0.014687680142909524 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Competitive Restriction Exception": [ { "score": 13.380025863647461, "text": "Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\" A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or", "probability": 0.10424606564404242 }, { "score": 13.334540367126465, "text": "Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\" A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or\n\n36\n\n\n\n\n\ndistributes any non-selective weed control product, whether residual or non-residual, for Lawn and Garden Use or (y) competes with the Roundup L&G Business; provided, however, this Section 6.13(b) shall not apply to those actions of Monsanto or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for the duration of this Agreement, (ii) to the extent that immediately upon termination of this Agreement for whatever reason Monsanto or any Affiliates or successor to the Roundup L&G Business shall continue to operate the Roundup L&G Business without infringing this covenant, or (iii) to the extent that Monsanto's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%.", "probability": 0.09961060390371101 }, { "score": 13.31794548034668, "text": "Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\"", "probability": 0.09797121754776011 }, { "score": 13.13804817199707, "text": "Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\"", "probability": 0.08184084353311448 }, { "score": 12.969508171081543, "text": "In the event of a termination of this Agreement by Monsanto pursuant to Section 10.4(a)(2) hereof, or by the Agent pursuant to Section 10.6(c)(1) hereof, then notwithstanding the provisions of Section 6.13 hereof, either party may, no earlier than three (3) years prior to the expiration of the Noncompetition Period, commence non- commercial activities (including formulation development, regulatory registrations, packaging and delivery systems development, and advertising and promotional material development and any other activities not prohibited by Section 6.13 of this Agreement during the Noncompetition Period, but excluding consumer-facing efforts or communications) for the sole purpose of such party's preparation to launch any competing product upon expiration of the Noncompetition Period; and provided, that either party may, no earlier than twelve (12) months prior to the expiration of the Noncompetition Period, engage with retail customers for the sole purpose of selling-in competing products (provided that no product may be shipped to a retail customer or distributor prior to the end of the Noncompetition Period).", "probability": 0.06914712132222597 }, { "score": 12.791913986206055, "text": "Unless expressly agreed by the parties in writing on a country-by-country basis, Monsanto shall not sell, or promote the indirect sale of, the 1.67 Gallon Roundup Pro Max SKU through Lawn and Garden Channels in the Included Markets; provided, that the foregoing shall not be deemed an acknowledgement by Monsanto that a 1.67 Gallon package product or any other package size cannot have agricultural uses.", "probability": 0.05789564946023587 }, { "score": 12.639734268188477, "text": "A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or", "probability": 0.04972274751559191 }, { "score": 12.62526798248291, "text": "Monsanto agrees that it will not promote, distribute or sell Roundup Products in any Excluded Market (other than the Excluded Specified Markets) without first complying with the provisions of this Section 2.5(b) and Section 2.5(c).", "probability": 0.04900862187068641 }, { "score": 12.594247817993164, "text": "A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or\n\n36\n\n\n\n\n\ndistributes any non-selective weed control product, whether residual or non-residual, for Lawn and Garden Use or (y) competes with the Roundup L&G Business; provided, however, this Section 6.13(b) shall not apply to those actions of Monsanto or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for the duration of this Agreement, (ii) to the extent that immediately upon termination of this Agreement for whatever reason Monsanto or any Affiliates or successor to the Roundup L&G Business shall continue to operate the Roundup L&G Business without infringing this covenant, or (iii) to the extent that Monsanto's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%.", "probability": 0.047511703714828234 }, { "score": 12.37472152709961, "text": "The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person then employed who works primarily with Roundup Products or with other products with Lawn & Garden Uses (\"Lawn & Garden Employee\") by Monsanto or any of its Affiliates or (ii) knowingly employ any Lawn & Garden Employee of Monsanto or any of its Affiliates who voluntarily terminates such employment with Monsanto (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.038147101704400145 }, { "score": 12.365287780761719, "text": "If the Agent affirmatively rejects an Included Markets Proposal made by Monsanto by delivering a written notice to Monsanto within sixty (60) days after the delivery of the Included Markets Proposal, then such proposed Included Market shall be considered an Excluded Market; and in all Excluded Markets Monsanto shall have the exclusive right to promote, distribute and sell Roundup Products in any such country or countries and otherwise expand Monsanto's Roundup L&G Business; provided, that if, after the Agent rejects an Included Markets Proposal, Monsanto materially changes the economic terms of such Included Markets Proposal in a manner that would have made the Included Markets Proposal more attractive to the Roundup P&L to offer it to another agent or distributor, such revised proposal shall be treated as a new Included Markets Proposal for purposes of this Section 2.5 except that the Agent shall have a thirty (30) day period in lieu of the sixty (60) day period set forth above.", "probability": 0.03778892375968252 }, { "score": 12.361128807067871, "text": "The \"Noncompetition Period\" shall be the term of this Agreement, and for the two- year period following the termination, cancellation or non-renewal of this Agreement; provided, however, that in the event (i) Monsanto terminates this Agreement pursuant to Section 10.4(a)(2) or (ii) the Agent terminates this Agreement pursuant to Section 10.5(a), the Noncompetition Period shall be deemed to terminate simultaneously upon the effective date of the termination of this Agreement.\n\n(b) Monsanto Covenant. Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\"", "probability": 0.03763208698592321 }, { "score": 12.338031768798828, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "probability": 0.03677285824978298 }, { "score": 12.16206169128418, "text": "Notwithstanding the foregoing provisions of this Section 6.13(c), the Agent shall have the right to market and make sales of Roundup Products labeled for Lawn and Garden Use to any business that markets and makes sales to Lawn and Garden Channels in Mexico regardless of whether that business also makes sales to the Ag Market in Mexico, and such sales shall not constitute a violation of Section 6.13(c) of this Section 6.13(c).", "probability": 0.030839303001759476 }, { "score": 12.135875701904297, "text": "Notwithstanding the foregoing provisions of this Section 6.13(c), the Agent shall have the right to market and make sales of Roundup Products labeled for Lawn and Garden Use to any business that markets and makes sales to Lawn and Garden Channels in Mexico regardless of whether that business also makes sales to the Ag Market in Mexico, and such sales shall not constitute a violation of Section 6.13(c) of this Section 6.13(c).", "probability": 0.030042226998877555 }, { "score": 12.11168098449707, "text": "For a period of sixty (60) days from the last date of receipt by the Agent of the Roundup Sale Notice and any related Roundup Offering Materials as set forth in Section 10.6(a)(ii) (the \"Exclusive Roundup Sale Period\"), Monsanto agrees to negotiate in good faith with the Agent on an exclusive basis with respect to any potential Roundup Sale.", "probability": 0.029324086442280545 }, { "score": 12.056640625, "text": "Notwithstanding the foregoing provisions of this Section 6.13(c), the Agent shall have the right to market and make sales of Roundup Products labeled for Lawn and Garden Use to any business that markets and makes sales to Lawn and Garden Channels in Mexico regardless of whether that business also makes sales to the Ag Market in Mexico, and such sales shall not constitute a violation of Section 6.13(c) of this Section 6.13(c).\n\n(d) Non-Solicitation by Monsanto. Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person", "probability": 0.0277536921472616 }, { "text": "", "score": 11.982718467712402, "probability": 0.025776074698223773 }, { "score": 11.932659149169922, "text": "The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to", "probability": 0.024517506315203347 }, { "score": 11.92996597290039, "text": "Notwithstanding the foregoing provisions of this Section 6.13(c), the Agent shall have the right to market and make sales of Roundup Products labeled for Lawn and Garden Use to any business that markets and makes sales to Lawn and Garden Channels in Mexico regardless of whether that business also makes sales to the Ag Market in Mexico, and such sales shall not constitute a violation of Section 6.13(c) of this Section 6.13(c).\n\n(d) Non-Solicitation by Monsanto. Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.024451565184408483 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __No-Solicit Of Employees": [ { "score": 13.519710540771484, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person", "probability": 0.19966178470642473 }, { "score": 13.474769592285156, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.190887435256824 }, { "score": 13.270864486694336, "text": "The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person then employed who works primarily with Roundup Products or with other products with Lawn & Garden Uses (\"Lawn & Garden Employee\") by Monsanto or any of its Affiliates or (ii) knowingly employ any Lawn & Garden Employee of Monsanto or any of its Affiliates who voluntarily terminates such employment with Monsanto (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.15567629269330255 }, { "score": 12.792184829711914, "text": "then employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.09645717693644959 }, { "score": 12.585370063781738, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to", "probability": 0.07843610792560021 }, { "text": "", "score": 12.216028213500977, "probability": 0.05421418181516862 }, { "score": 12.003776550292969, "text": "During the Exclusive Roundup Sale Period, neither Monsanto nor any of its Affiliates shall, directly or indirectly through its or their agents, employees or representatives or otherwise, solicit, or cause the solicitation of, or in any way encourage the making of, any offer, proposal or indication of interest involving a Roundup Sale or negotiate with, respond to any inquiry from (except for \"no comment\" or another statement agreed to by the Agent), cooperate with or furnish or cause or authorize to be furnished any information to, any third party or its agents, employees or representatives with respect thereto, or disclose to any third party that a Roundup Sale Notice has been provided to the Agent.", "probability": 0.04384632330093574 }, { "score": 11.870969772338867, "text": "The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to", "probability": 0.038393343190947955 }, { "score": 11.83725357055664, "text": "then employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.\n\n(e) Non-Solicitation by the Agent. The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person then employed who works primarily with Roundup Products or with other products with Lawn & Garden Uses (\"Lawn & Garden Employee\") by Monsanto or any of its Affiliates or (ii) knowingly employ any Lawn & Garden Employee of Monsanto or any of its Affiliates who voluntarily terminates such employment with Monsanto (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.037120444717467095 }, { "score": 11.566258430480957, "text": "The parties expressly agree that at no time during the term of this Agreement, shall either party through its officers, directors, agents, employees, independent contractors or other representatives or through their respective representatives on the", "probability": 0.028308801073729066 }, { "score": 11.523165702819824, "text": "The parties expressly agree that at no time during the term of this Agreement, shall either party through its officers, directors, agents, employees, independent contractors or other representatives or through their respective representatives on the", "probability": 0.027114808578309484 }, { "score": 10.437358856201172, "text": "then employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.\n\n(e) Non-Solicitation by the Agent. The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to", "probability": 0.009154752780797937 }, { "score": 10.277880668640137, "text": "then employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.007805237529257642 }, { "score": 10.243598937988281, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n", "probability": 0.007542195015841192 }, { "score": 10.1207914352417, "text": "(ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.006670572931842052 }, { "score": 9.948948860168457, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates", "probability": 0.0056173677258124985 }, { "score": 9.600865364074707, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:", "probability": 0.003966085871976007 }, { "score": 9.503482818603516, "text": "Likewise, neither party nor its directors, employees or agents or its subcontractors or vendors shall, without prior written notification thereof to the other party, enter into any business relationship with any director, employee, or agent of the other party or any of its Affiliates unless such person is acting for and on behalf of such party.", "probability": 0.0035980683658876325 }, { "score": 9.266364097595215, "text": "then employed by the Agent or any of its Affiliates", "probability": 0.0028385075838899543 }, { "score": 9.212817192077637, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any", "probability": 0.002690511999535969 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Disparagement": [ { "score": 13.792166709899902, "text": "The Agent shall not use or facilitate the use of promotional materials which disparage Roundup Products or Industrial Property.", "probability": 0.3487106531050468 }, { "score": 12.945865631103516, "text": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of said Canada Marks or OMS Investments, Inc.'s or the Agent's rights thereto.", "probability": 0.149596463467284 }, { "score": 12.51844596862793, "text": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of the Additional Roundup Products Trademarks or the respective owner's rights thereto.", "probability": 0.0975652868721405 }, { "score": 12.248671531677246, "text": "The Agent shall not use or facilitate the use of promotional materials which disparage Roundup Products or Industrial Property", "probability": 0.0744961410390292 }, { "score": 12.174795150756836, "text": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of the Additional Roundup Products Trademarks or the respective owner's rights thereto.", "probability": 0.06919101028370628 }, { "score": 11.970367431640625, "text": "The Agent shall not use or facilitate the use of promotional materials which disparage Roundup Products or Industrial Property. If the Agent should become aware of any suspected counterfeiting of Roundup Products or Industrial Property, the Agent shall promptly notify Monsanto of such suspected counterfeiting. The Agent shall cooperate in any investigation or legal proceedings that Monsanto deems desirable to protect its rights in the Industrial Property. The Agent shall not promote the sale of products using trademarks, packages or designs which are in Monsanto's opinion deceptively similar to Industrial Property.", "probability": 0.05639853741860268 }, { "text": "", "score": 11.744958877563477, "probability": 0.045016751308245395 }, { "score": 11.444259643554688, "text": "The Parties shall not (1) participate in any economic boycott not sanctioned by the United States Government or (2) provide information that could be construed to support any such unsanctioned boycott.", "probability": 0.03332591884032849 }, { "score": 11.231612205505371, "text": "The parties will ensure that marketing, promotional and selling plans promote the sale of the Natural Products in a manner that is consistent with this Agreement and complementary to Roundup Products, and does not directly or indirectly disparage or advertise against Roundup Products, as set forth in this Agreement.", "probability": 0.026942042904141504 }, { "score": 11.037332534790039, "text": "The parties will ensure that marketing, promotional and selling plans promote the sale of the Natural Products in a manner that is consistent with this Agreement and complementary to Roundup Products, and does not directly or indirectly disparage or advertise against Roundup Products, as set forth in this Agreement.", "probability": 0.022184821282619997 }, { "score": 10.946900367736816, "text": "The Agent shall not take any action or fail to take any action that materially adversely impacts the Roundup brand or the Ag Market; provided, however, that the Agent shall have no liability for any event resulting primarily by an act or omission of Monsanto or its Affiliates.", "probability": 0.02026663954310899 }, { "score": 10.36949634552002, "text": "Monsanto further agrees that it will in no way", "probability": 0.01137675387486627 }, { "score": 10.130374908447266, "text": "The Agent shall not promote the sale of products using trademarks, packages or designs which are in Monsanto's opinion deceptively similar to Industrial Property.", "probability": 0.008957137519552258 }, { "score": 10.105278015136719, "text": "The parties will ensure that marketing, promotional and selling plans promote the sale of the Natural Products in a manner that is consistent with this Agreement and complementary to Roundup Products, and does not directly or indirectly disparage or advertise against Roundup Products, as set forth in this Agreement", "probability": 0.008735138588718808 }, { "score": 9.856374740600586, "text": "The Agent shall not promote the sale of products using trademarks, packages or designs which are in Monsanto's opinion deceptively similar to Industrial Property.", "probability": 0.00681039781553552 }, { "score": 9.586538314819336, "text": "Monsanto further agrees that it will in no way", "probability": 0.005199768519169443 }, { "score": 9.53469467163086, "text": "The parties will ensure that marketing, promotional and selling plans promote the sale of the Natural Products in a manner that is consistent with this Agreement and complementary to Roundup Products, and does not directly or indirectly disparage or advertise against Roundup Products, as set forth in this Agreement", "probability": 0.004937062239112306 }, { "score": 9.38336181640625, "text": "If prior to Program Year 2023\n\n(A) the Sell-Through Business has declined by more than twenty-five percent (25%) as compared to the Sell-Through Business for Program Year 2014 due to legal, regulatory, governmental or non-governmental organization actions adversely affecting the market for Roundup Products or due to diminished consumer or retailer acceptance of Roundup Products due to anti-Monsanto or anti-glyphosate sentiment, or\n\n(B) there has been a significant decline in the overall health and goodwill of the Roundup brand, as measured by industry standard market research and best practices such as attitude and usage studies (provided that the decline is not primarily due to the acts or omissions of the Agent or its Affiliates), and, in the case of (A) or (B),\n\n(C) such declines cannot be remedied by the end of the next full Program Year,\n\nthen the Agent may provide notice to Monsanto of such alleged declines (such declines, a \"Brand Decline Event\").", "probability": 0.004243708828670783 }, { "score": 9.171879768371582, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:", "probability": 0.003434789224321988 }, { "score": 8.897648811340332, "text": "The Parties shall not", "probability": 0.0026109773257989963 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Termination For Convenience": [ { "score": 12.869575500488281, "text": "The Agent may terminate this Agreement by written notice thereof to Monsanto upon receipt of notice of a Roundup Sale as described in Section 10.6.", "probability": 0.22081570918028343 }, { "score": 12.282917022705078, "text": "In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:", "probability": 0.12281387288872009 }, { "score": 12.1556396484375, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.\n\n(b) Roundup Sale. The Agent may terminate this Agreement by written notice thereof to Monsanto upon receipt of notice of a Roundup Sale as described in Section 10.6.", "probability": 0.10813631492381366 }, { "text": "", "score": 11.787418365478516, "probability": 0.07482644187469016 }, { "score": 11.374041557312012, "text": "In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:\n\n(1) An Event of Default occurring at any time; or\n\n43\n\n\n\n\n\n(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.049491182151159205 }, { "score": 11.347663879394531, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.04820278682967577 }, { "score": 11.32974624633789, "text": "Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.04734679852565051 }, { "score": 11.305248260498047, "text": "If any notice required or permitted hereunder is to be given a fixed amount of time before a specified event, such notice may be given any time before such fixed amount of time (e.g., a notice to be given 30 days prior to an event may be given at any time longer than 30 days prior to such event).", "probability": 0.046200989635114015 }, { "score": 11.222755432128906, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:\n\n(1) The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision;", "probability": 0.042542704795797186 }, { "score": 11.116561889648438, "text": "In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:", "probability": 0.03825655230456417 }, { "score": 11.115937232971191, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:\n\n(1) The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision;", "probability": 0.038232662555941016 }, { "score": 10.750139236450195, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:", "probability": 0.026519815134132596 }, { "score": 10.654695510864258, "text": "The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision;", "probability": 0.024105703419241148 }, { "score": 10.48560905456543, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:\n\n(1) The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision; or\n\n(2) The Agent will not terminate this Agreement pursuant to Section 10.5(b) and agrees to continue the performance of its obligations under the Agreement unless and until the Agent receives a termination notice delivered in accordance with the terms of this Agreement by the successor to the Roundup Business.", "probability": 0.02035572120353852 }, { "score": 10.368683815002441, "text": "The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision;", "probability": 0.018109502002507282 }, { "score": 10.353558540344238, "text": "(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.017837651897215343 }, { "score": 10.25478458404541, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:\n\n(1) The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision; or", "probability": 0.016159975582034653 }, { "score": 10.088634490966797, "text": "The Agent may terminate this Agreement in accordance with the provisions of Section 10.4(g) upon:\n\n(1) a Material Breach of this Agreement committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement. Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.", "probability": 0.013686192104479133 }, { "score": 10.059114456176758, "text": "In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:\n\n(1) An Event of Default occurring at any time; or", "probability": 0.01328808028500249 }, { "score": 10.042669296264648, "text": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:", "probability": 0.013071342706439757 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Rofr/Rofo/Rofn": [ { "score": 12.707473754882812, "text": "If Monsanto (A) receives an unsolicited proposal with respect to a potential Roundup Sale and responds in any manner, other than rejecting such proposal, (B) solicits or makes a formal determination to solicit or make any proposal with respect to a potential Roundup Sale or (C) enters into an agreement relating to the provision of information with respect to a potential Roundup Sale (each a \"Roundup Sale Notice Trigger\"), the Agent shall have the rights as set forth in this Section 10.6 with respect to any such Roundup Sale and Monsanto shall promptly provide written notice to the Agent of such Roundup Sale as set forth", "probability": 0.11965833146817297 }, { "text": "", "score": 12.312477111816406, "probability": 0.08061170004760251 }, { "score": 12.263001441955566, "text": "If Monsanto (A) receives an unsolicited proposal with respect to a potential Roundup Sale and responds in any manner, other than rejecting such proposal, (B) solicits or makes a formal determination to solicit or make any proposal with respect to a potential Roundup Sale or (C) enters into an agreement relating to the provision of information with respect to a potential Roundup Sale (each a \"Roundup Sale Notice Trigger\"), the Agent shall have the rights as set forth in this Section 10.6 with respect to any such Roundup Sale and Monsanto shall promptly provide written notice to the Agent of such Roundup Sale as set forth\n\n51\n\n\n\n\n\nin Section 10.6(a)(ii) (a \"Roundup Sale Notice\").", "probability": 0.0767204373376621 }, { "score": 12.16010856628418, "text": "If the Agent fails to agree in writing to accept the Product Offer within such ninety (90) days of receipt, then Monsanto shall have the exclusive right to manufacture, package, promote, distribute, and sell such New Product in the Included Markets, regardless of any actual or potential conflict with the terms of Agreement.", "probability": 0.06921899058034534 }, { "score": 12.04398250579834, "text": "For a period of sixty (60) days from the last date of receipt by the Agent of the Roundup Sale Notice and any related Roundup Offering Materials as set forth in Section 10.6(a)(ii) (the \"Exclusive Roundup Sale Period\"), Monsanto agrees to negotiate in good faith with the Agent on an exclusive basis with respect to any potential Roundup Sale.", "probability": 0.06163002649266715 }, { "score": 12.035962104797363, "text": "For a period of sixty (60) days from the last date of receipt by the Agent of the Roundup Sale Notice and any related Roundup Offering Materials as set forth in Section 10.6(a)(ii) (the \"Exclusive Roundup Sale Period\"), Monsanto agrees to negotiate in good faith with the Agent on an exclusive basis with respect to any potential Roundup Sale. If and only if Monsanto has complied with the provisions of the preceding sentence and no definitive agreement has been entered into with the Agent or one of its Affiliates with respect to a Roundup Sale, then following the Exclusive Roundup Sale Period, Monsanto may then make solicitations to, or otherwise negotiate with, a third party or parties with respect to a Roundup Sale and may provide the Roundup Offering Materials previously provided to the Agent to any such third party or parties in connection with a process to pursue a Roundup Sale.", "probability": 0.061137705909858536 }, { "score": 12.029266357421875, "text": "In the event that the Agent develops, or obtains access to, any new natural nonselective weedkiller products (including, without limitation, any herbicidally active substances which are plant extracts, including those derived from oleic acid or which are derived from plant extracts by processing including active substances) in Canada during the respective term of this Agreement, the Agent will grant Monsanto a right of first refusal to include such new products in the Roundup P&L on the same terms as agreed for the current Natural Products, and if accepted, such new products will become Natural Products.", "probability": 0.06072971071664532 }, { "score": 12.025161743164062, "text": "If and only if Monsanto has complied with the provisions of the preceding sentence and no definitive agreement has been entered into with the Agent or one of its Affiliates with respect to a Roundup Sale, then following the Exclusive Roundup Sale Period, Monsanto may then make solicitations to, or otherwise negotiate with, a third party or parties with respect to a Roundup Sale and may provide the Roundup Offering Materials previously provided to the Agent to any such third party or parties in connection with a process to pursue a Roundup Sale.", "probability": 0.06048094956371014 }, { "score": 11.903310775756836, "text": "In the event that Monsanto engages in a process in which it seeks bids or proposals from more than one third party in connection with a contemplated Roundup Sale, the Agent shall be entitled to a fifteen (15) day exclusive negotiation period following the receipt and review by Monsanto of all bids or proposals (the \"Roundup Quiet Period\"), provided that, in determining the value of the price terms of the Agent's bid, Monsanto shall not discount the Agent's bid as a result of the fact that the Termination Fee is an offset or credit against the total purchase price, and that, during the Roundup Quiet Period, the Agent shall have the right to revise its original bid but shall not have the right to review the terms of any other bids or proposals.", "probability": 0.05354259282866071 }, { "score": 11.85317325592041, "text": "In the event that Monsanto engages in a process in which it seeks bids or proposals from more than one third party in connection with a contemplated Roundup Sale, the Agent shall be entitled to a fifteen (15) day exclusive negotiation period following the receipt and review by Monsanto of all bids or proposals (the \"Roundup Quiet Period\"), provided that, in determining the value of the price terms of the Agent's bid, Monsanto shall not discount the Agent's bid as a result of the fact that the Termination Fee is an offset or credit against the total purchase price, and that, during the Roundup Quiet Period, the Agent shall have the right to revise its original bid but shall not have the right to review the terms of any other bids or proposals. Monsanto may consummate a Roundup Sale with any third party only if such Roundup Sale is made pursuant to the acceptance by Monsanto of a Roundup Superior Offer.", "probability": 0.05092428618162256 }, { "score": 11.726234436035156, "text": "If, at any time or from time to time, Scotts Miracle-Gro initiates a public or private sale process involving the solicitation of two or more indications of interest in connection with a contemplated Scotts Miracle-Gro Sale, Scotts Miracle-Gro agrees to provide Monsanto timely notice of such process and to offer to include Monsanto in such process on the same basis as other participants therein.", "probability": 0.04485347765009677 }, { "score": 11.665316581726074, "text": "In the event that the Agent develops, or obtains access to, any new natural nonselective weedkiller products (including, without limitation, any herbicidally active substances which are plant extracts, including those derived from oleic acid or which are derived from plant extracts by processing including active substances) in Canada during the respective term of this Agreement, the Agent will grant Monsanto a right of first refusal to include such new products in the Roundup P&L on the same terms as agreed for the current Natural Products, and if accepted, such new products will become Natural Products. In the event that the Agent offers in writing a product to Monsanto pursuant to the terms of this Section 6.10(e) and Monsanto does not accept such product in writing within 90 days of the Agent's offer, the Agent may market such product at its own discretion utilizing an alternative trademark from those licensed to Monsanto pursuant to Section 6.10(c) (which alternative trademark is not identical or materially similar to the Canada Trademarks.", "probability": 0.04220266078232735 }, { "score": 11.581035614013672, "text": "If the Agent agrees in writing", "probability": 0.03879154471077269 }, { "score": 11.480724334716797, "text": "If the Agent agrees in writing\n\n30\n\n\n\n\n\nwithin ninety (90) days of receipt of the Product Offer to accept the New Product, then such New Product shall be, without further action or amendment, included within the definition of Roundup Products and be subject to the terms and conditions of this Agreement.", "probability": 0.035089116941919504 }, { "score": 11.377466201782227, "text": "within ninety (90) days of receipt of the Product Offer to accept the New Product, then such New Product shall be, without further action or amendment, included within the definition of Roundup Products and be subject to the terms and conditions of this Agreement.", "probability": 0.03164666876703381 }, { "score": 11.223827362060547, "text": "If Scotts Miracle-Gro (A) receives an unsolicited proposal with respect to a potential Scotts Miracle-Gro Sale with any Ag Competitor or (B) solicits or makes a formal determination to solicit or make any proposal with respect to a potential Scotts Miracle-Gro Sale or enters into an agreement relating to the provision of information with respect to a potential Scotts Miracle-Gro Sale with any Ag Competitor, Scotts Miracle-Gro agrees to provide Monsanto with timely notice of such proposal and to provide Monsanto with, in the case of (A) above, at least five (5) Business Days after the date of receipt of such notice to respond to such proposal or, in the case of (B) above, at least ten (10) Business Days after the date of receipt of such notice to respond to such proposal, prior to entering into a definitive agreement, letter of intent, memorandum of understanding or similar document with any such entity; and provided further, that during such five (5) or ten (10) Business Day period, Scotts Miracle-Gro and Monsanto shall conduct non-exclusive negotiations with respect to any potential Scotts Miracle-Gro Sale to Monsanto.", "probability": 0.027139603669222183 }, { "score": 11.1865234375, "text": "In the event that the Agent offers in writing a product to Monsanto pursuant to the terms of this Section 6.10(e) and Monsanto does not accept such product in writing within 90 days of the Agent's offer, the Agent may market such product at its own discretion utilizing an alternative trademark from those licensed to Monsanto pursuant to Section 6.10(c) (which alternative trademark is not identical or materially similar to the Canada Trademarks.", "probability": 0.026145840808013507 }, { "score": 11.064943313598633, "text": "Monsanto may consummate a Roundup Sale with any third party only if such Roundup Sale is made pursuant to the acceptance by Monsanto of a Roundup Superior Offer.", "probability": 0.023152667545489492 }, { "score": 10.843138694763184, "text": "In the event that the Agent develops, or obtains access to, any new natural nonselective weedkiller products (including, without limitation, any herbicidally active substances which are plant extracts, including those derived from oleic acid or which are derived from plant extracts by processing including active substances) in Canada during the respective term of this Agreement, the Agent will grant Monsanto a right of first refusal to include such new products in the Roundup P&L on the same terms as agreed for the current Natural Products, and if accepted, such new products will become Natural Products.", "probability": 0.01854695053332829 }, { "score": 10.800724029541016, "text": "For a period of sixty (60) days from the last date of receipt by the Agent of the Roundup Sale Notice and any related Roundup Offering Materials as set forth in Section 10.6(a)(ii) (the \"Exclusive Roundup Sale Period\"), Monsanto agrees to negotiate in good faith with the Agent on an exclusive basis with respect to any potential Roundup Sale. If and only if Monsanto has complied with the provisions of the preceding sentence and no definitive agreement has been entered into with the Agent or one of its Affiliates with respect to a Roundup Sale, then following the Exclusive Roundup Sale Period, Monsanto may then make solicitations to, or otherwise negotiate with, a third party or parties with respect to a Roundup Sale and may provide the Roundup Offering Materials previously provided to the Agent to any such third party or parties in connection with a process to pursue a Roundup Sale", "probability": 0.017776737464849143 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Change Of Control": [ { "score": 13.421297073364258, "text": "(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.11622700148752804 }, { "score": 13.392243385314941, "text": "In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "probability": 0.1128987613835874 }, { "score": 13.17199420928955, "text": "Notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the license for the Additional Roundup Products Formulation Data upon a Change of Control with respect to Monsanto or a Roundup Sale. In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "probability": 0.09058080489981221 }, { "score": 13.165918350219727, "text": "(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.09003211725715274 }, { "score": 12.918760299682617, "text": "A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.07031663605395437 }, { "score": 12.894020080566406, "text": "In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:\n\n(1) An Event of Default occurring at any time; or\n\n43\n\n\n\n\n\n(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.06859833034427708 }, { "score": 12.517837524414062, "text": "\"Change of Control\" means, with respect to a Person, (i) the acquisition after the date hereof by any individual (or group of individuals acting in concert), corporation, company, association, joint venture or other entity, of beneficial ownership of 50% or more of the voting securities of such Person; or (ii) the consummation by such Person of a reorganization, merger or consolidation, or exchange of shares or sale or other disposition of all or substantially all of the assets of such Person, if immediately after giving effect to such transaction the individuals or entities who beneficially own voting securities immediately prior to such transaction beneficially own in the aggregate less than 50% of such voting securities immediately following such transaction; or (iii) the consummation by such Person of the sale or other disposition of all or substantially all of the assets of such Person other than to an Affiliate of such Person; or (iv) the consummation by such Person of a plan of complete liquidation or dissolution of such Person.", "probability": 0.04709117608852541 }, { "score": 12.378519058227539, "text": "Notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the license for the Additional Roundup Products Formulation Data upon a Change of Control with respect to Monsanto or a Roundup Sale. In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "probability": 0.04096701263933697 }, { "score": 12.368194580078125, "text": "In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "probability": 0.04054622555383496 }, { "text": "", "score": 12.318913459777832, "probability": 0.038596499068195636 }, { "score": 12.31057357788086, "text": "For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party.", "probability": 0.0382759473639669 }, { "score": 12.287425994873047, "text": "Notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the license for the Additional Roundup Products Formulation Data upon a Change of Control with respect to Monsanto or a Roundup Sale.", "probability": 0.03740012735907595 }, { "score": 12.265979766845703, "text": "(7) the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement;", "probability": 0.03660657546228114 }, { "score": 12.210735321044922, "text": "For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party.", "probability": 0.034639111572128206 }, { "score": 12.111522674560547, "text": "(7) the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement;\n\n(8) [Intentionally omitted.]; or\n\n(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.", "probability": 0.03136745183126825 }, { "score": 11.943333625793457, "text": "\"Scotts Miracle-Gro Sale\" means (a) any Change of Control of (i) Scotts Miracle-Gro, (ii) the Agent, or (iii) any entity directly or indirectly controlling the Agent or any other Affiliate of the Agent to whom this Agreement may be transferred pursuant to Section 11.8 of this Agreement (Scotts Miracle-Gro or any such other entity, the \"SMG Target\"), or (b) the assignment of this Agreement pursuant to Section 11.8(b)(4) of this Agreement.", "probability": 0.026511583233940584 }, { "score": 11.841012954711914, "text": "(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.", "probability": 0.023933067248568734 }, { "score": 11.705838203430176, "text": "A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "probability": 0.020907047817922304 }, { "score": 11.695964813232422, "text": "Except as set forth in this Section 11.8 or Section 2.3, and except for a Change of Control under Section 10.4(b)(7) that does not provide Monsanto termination rights under this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned by a party (by operation of law or otherwise) without the prior written consent of the other party.", "probability": 0.020701640080959628 }, { "score": 11.290629386901855, "text": "Notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the license for the Additional Roundup Products Formulation Data upon a Change of Control with respect to Monsanto or a Roundup Sale", "probability": 0.013802883253683697 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Anti-Assignment": [ { "score": 13.762072563171387, "text": "Except as set forth in this Section 11.8 or Section 2.3, and except for a Change of Control under Section 10.4(b)(7) that does not provide Monsanto termination rights under this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned by a party (by operation of law or otherwise) without the prior written consent of the other party.", "probability": 0.2646246373117439 }, { "score": 12.94431209564209, "text": "Any transfer or assignment not permitted by this Section 11.8 shall be null and void.", "probability": 0.11681037474843022 }, { "score": 12.874979019165039, "text": "For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party. Any transfer or assignment not permitted by this Section 11.8 shall be null and void.", "probability": 0.10898593256605817 }, { "score": 12.424234390258789, "text": "Any transfer or assignment not permitted by this Section 11.8 shall be null and void.", "probability": 0.06944077187259391 }, { "score": 12.272035598754883, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent may not transfer or assign any rights, interests or obligations (i) under this Agreement to any Restricted Party or (ii) that are provided pursuant to Sections 10.5(d) or 10.6 of this Agreement.", "probability": 0.05963695274620471 }, { "score": 12.256021499633789, "text": "(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.", "probability": 0.0586895270058046 }, { "score": 12.20502758026123, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent may not transfer or assign any rights, interests or obligations (i) under this Agreement to any Restricted Party or (ii) that are provided pursuant to Sections 10.5(d) or 10.6 of this Agreement.\n\n(d) For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party. Any transfer or assignment not permitted by this Section 11.8 shall be null and void.", "probability": 0.05577174482342394 }, { "text": "", "score": 12.196080207824707, "probability": 0.055274960024552934 }, { "score": 12.016374588012695, "text": "For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party. Any transfer or assignment not permitted by this Section 11.8 shall be null and void.", "probability": 0.04618312094037101 }, { "score": 11.920791625976562, "text": "In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "probability": 0.041973204294235636 }, { "score": 11.81852912902832, "text": "For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party.", "probability": 0.0378930957283222 }, { "score": 11.674817085266113, "text": "In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "probability": 0.032820616867951735 }, { "score": 10.929266929626465, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent may not transfer or assign any rights, interests or obligations (i) under this Agreement to any Restricted Party or (ii) that are provided pursuant to Sections 10.5(d) or 10.6 of this Agreement.\n\n(d) For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party.", "probability": 0.015572502914994495 }, { "score": 10.74061393737793, "text": "For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party.", "probability": 0.012895181740224396 }, { "score": 10.572843551635742, "text": ", and except for a Change of Control under Section 10.4(b)(7) that does not provide Monsanto termination rights under this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned by a party (by operation of law or otherwise) without the prior written consent of the other party.", "probability": 0.010903494643475528 }, { "score": 9.525206565856934, "text": "Notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the license for the Additional Roundup Products Formulation Data upon a Change of Control with respect to Monsanto or a Roundup Sale. In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "probability": 0.003824571219681503 }, { "score": 9.408946990966797, "text": "except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.", "probability": 0.00340480199504296 }, { "score": 8.825088500976562, "text": "(8) [Intentionally omitted.]; or\n\n(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.", "probability": 0.0018990016423597782 }, { "score": 8.736642837524414, "text": ", and except for a Change of Control under Section 10.4(b)(7) that does not provide Monsanto termination rights under this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned by a party (by operation of law or otherwise) without the prior written consent of the other party.\n\n(b) Notwithstanding the foregoing:\n\n(1) Monsanto shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that Monsanto shall remain liable for the performance of its obligations hereunder, and provided, further, that any such Affiliate shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;\n\n(2) Subject to Agent's rights set forth in Section 10.6, Monsanto shall have the right to transfer and assign all or a portion of its rights, interests and obligations hereunder to a Person that acquires all or a portion of Monsanto's business related to the Lawn and Garden", "probability": 0.0017382565588393408 }, { "score": 8.688920021057129, "text": "For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party", "probability": 0.0016572503556890553 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Revenue/Profit Sharing": [ { "score": 13.246320724487305, "text": "Such Commission shall represent a percentage of the Program EBIT realized by the Roundup L&G Business which percentage shall be (i) for Program Years 2017 and 2018, 50% of the Program EBIT and (ii) for Program Years 2019 and thereafter, 50% of the Program EBIT in excess of $40MM (such $40MM threshold, the \"Commission Threshold\").", "probability": 0.324769958951008 }, { "score": 13.143265724182129, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.2929676263942043 }, { "text": "", "score": 12.107124328613281, "probability": 0.10395111257423269 }, { "score": 11.805929183959961, "text": "Each Program Year the Agent shall make a fixed contribution to the overall Expenses of the Roundup L&G Business in an amount equal to eighteen million U.S. Dollars ($18,000,000) (\"Contribution Payment\"). Such Contribution Payment shall be payable by the Agent to Monsanto in twelve equal monthly installments which shall be due on the first day of each month and shall not be subject to any \"set-off\".\n\nSection 3.6 Commission.\n\n21\n\n\n\n\n\n(a) Amount of Commission. In consideration to the Agent for performance of its duties and obligations hereunder, the Agent shall be entitled to a Commission (\"Commission\"). Such Commission shall represent a percentage of the Program EBIT realized by the Roundup L&G Business which percentage shall be (i) for Program Years 2017 and 2018, 50% of the Program EBIT and (ii) for Program Years 2019 and thereafter, 50% of the Program EBIT in excess of $40MM (such $40MM threshold, the \"Commission Threshold\").", "probability": 0.0769168964827336 }, { "score": 11.240070343017578, "text": "Each Program Year the Agent shall make a fixed contribution to the overall Expenses of the Roundup L&G Business in an amount equal to eighteen million U.S. Dollars ($18,000,000) (\"Contribution Payment\").", "probability": 0.04367896917242859 }, { "score": 10.7621488571167, "text": "Each Program Year the Agent shall make a fixed contribution to the overall Expenses of the Roundup L&G Business in an amount equal to eighteen million U.S. Dollars ($18,000,000) (\"Contribution Payment\").", "probability": 0.027084056825042963 }, { "score": 10.451553344726562, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits", "probability": 0.019852892875881514 }, { "score": 10.279723167419434, "text": "In the event that in the normal course of business the Agent determines based on satisfactory evidence that a material amount of additional Roundup Ag Products, above Program Year 2016 sales levels (such amount, the \"Historical Threshold\"), are being sold directly by Monsanto (or directly by any successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU) through Lawn and Garden Channels in the Included Markets, the parties shall negotiate in good faith to include, subject to the principles set forth in Section 3.8(d), an appropriate percentage of such incremental sales that exceed the Historical Threshold to reflect such Lawn and Garden Use within the definition of Program Sales Revenues so that the Agent receives credit therefor for purposes of calculating the Agent's Commission, or such other compensation as required to fully compensate the Agent for lost Commission as a result of such sales of Roundup Ag Products above the Historical Threshold as the Parties may agree (collectively, the \"Additional Amount\").", "probability": 0.0167185612786689 }, { "score": 9.866378784179688, "text": "Such Commission shall represent a percentage of the Program EBIT realized by the Roundup L&G Business which percentage shall be (i) for Program Years 2017 and 2018, 50% of the Program EBIT and (ii) for Program Years 2019 and thereafter, 50% of the Program EBIT in excess of $40MM", "probability": 0.011058232495481227 }, { "score": 9.820792198181152, "text": "Allocated marketing Marketing activities managed on a shared services basis", "probability": 0.01056544306018674 }, { "score": 9.760199546813965, "text": "Upon termination of this Agreement by the Agent pursuant to Section 10.5(a), Monsanto shall pay to the Agent the Termination Fee applicable pursuant to the Table set forth in Section 10.4(d).", "probability": 0.009944264327103481 }, { "score": 9.695042610168457, "text": "The Termination Fee payable shall vary in accordance with the Table hereunder:\n\nProgram Year Termination Fee\n\n2015 P rog ram Yea r and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM.", "probability": 0.009316984257157173 }, { "score": 9.693464279174805, "text": "Monsanto's Mexican Roundup Ag Products shall not be included in the Program Sales Revenue, regardless of SKU size.", "probability": 0.00930229057093724 }, { "score": 9.577180862426758, "text": "Gross revenues for all sales of Roundup L&G products in defined markets Direct; minor allocations as necessary; default based on % of gross sales X", "probability": 0.008281111934896711 }, { "score": 9.436763763427734, "text": "(e) During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.007196250683846268 }, { "score": 9.34565544128418, "text": "\"365 Gross Profits\" shall mean the aggregate amount of all invoice sales of Roundup 365 less reasonable amounts for product returns and credits, trade allowances, Cost of Goods Sold applicable to Roundup 365 and 365 Distribution Costs of Roundup 365.", "probability": 0.006569592655519706 }, { "score": 9.27338981628418, "text": "Monsanto's Mexican Roundup Ag Products shall not be included in the Program Sales Revenue, regardless of SKU size.", "probability": 0.006111585333375736 }, { "score": 9.163684844970703, "text": "Scotts costs will be allocated based on agreed to % of actual business unit general support costs", "probability": 0.005476582272967532 }, { "score": 9.100935935974121, "text": "Gross sales Gross revenues for all sales of Roundup L&G products in defined markets Direct; minor allocations as necessary; default based on % of gross sales X", "probability": 0.005143492505892315 }, { "score": 9.091285705566406, "text": "Allocated marketing Marketing activities managed on a shared services basis", "probability": 0.0050940953484355156 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Price Restrictions": [ { "score": 13.000493049621582, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.4078648442297329 }, { "text": "", "score": 12.049396514892578, "probability": 0.1575651968162095 }, { "score": 11.450791358947754, "text": "\"Transfer Price\" equals, for any given Program Year, $6.28 per kg ($2.85 per pound) of Glyphosate based on a 100% Glyphosate acid equivalent basis (which equals $1.31 per pound of 62% Glyphosate active ingredient (in the form of its isopropylamine salt)).", "probability": 0.08659431482206185 }, { "score": 10.997702598571777, "text": "In the event that in the normal course of business the Agent determines based on satisfactory evidence that a material amount of additional Roundup Ag Products, above Program Year 2016 sales levels (such amount, the \"Historical Threshold\"), are being sold directly by Monsanto (or directly by any successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU) through Lawn and Garden Channels in the Included Markets, the parties shall negotiate in good faith to include, subject to the principles set forth in Section 3.8(d), an appropriate percentage of such incremental sales that exceed the Historical Threshold to reflect such Lawn and Garden Use within the definition of Program Sales Revenues so that the Agent receives credit therefor for purposes of calculating the Agent's Commission, or such other compensation as required to fully compensate the Agent for lost Commission as a result of such sales of Roundup Ag Products above the Historical Threshold as the Parties may agree (collectively, the \"Additional Amount\").", "probability": 0.05504469019710332 }, { "score": 10.908377647399902, "text": "\"Transfer Price\" equals, for any given Program Year, $6.28 per kg ($2.85 per pound) of Glyphosate based on a 100% Glyphosate acid equivalent basis (which equals $1.31 per pound of 62% Glyphosate active ingredient (in the form of its isopropylamine salt)).", "probability": 0.05034103014073462 }, { "score": 10.556029319763184, "text": "Notwithstanding the foregoing, to the extent that the Agent, any of its Affiliates and/or Seamless Control LLC (\"Seamless Control\"), but only if Seamless Control is then controlled by Agent or an Affiliate of Agent, sells, directly or indirectly, Roundup Ag Products through Lawn and Garden Channels to consumers in the Lawn and Garden Market in the Included Markets above the Historical Threshold, sales of such Roundup Ag Products shall (i) to the extent in excess of the Historical Threshold, be added to the Historical Threshold and (ii) not be considered by Monsanto or the Agent when determining the Additional Amount.", "probability": 0.03539151582740891 }, { "score": 10.274953842163086, "text": "Furthermore, the parties acknowledge that Roundup Ag Products having a formulation consisting of 41% or more Glyphosate and in container sizes over 2.5 gallons in the United States or over one liter in the other Included Markets shall be presumed to have no Lawn and Garden Use and therefor that sales of such Roundup Ag Products shall not be deemed to compete with Roundup Products in a manner that would justify adjustment of the calculation of Program Sales Revenues; provided that if the Agent is able to demonstrate to the Steering Committee that a material change in the amount of such Roundup Ag Products above the Historical Threshold are being sold through Lawn and Garden Channels to consumers for Lawn and Garden Use in the Included Markets, the parties shall negotiate in good faith pursuant to Section 3.8(c) to adjust the calculation of Program Sales Revenues.", "probability": 0.026719580479368902 }, { "score": 10.234631538391113, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:", "probability": 0.02566361792918921 }, { "score": 9.935556411743164, "text": "The Agent shall receive any such returned Roundup Products into its warehouses and prepare the appropriate credit memos, subject to the joint approval of the Business Unit and the Global Support Team for any return exceeding $500,000.", "probability": 0.01902966766668872 }, { "score": 9.92346477508545, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:\n\n(a) Sell Roundup Products at a price or under terms not permitted under the Annual Business Plan;", "probability": 0.018800953391146985 }, { "score": 9.91122817993164, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits", "probability": 0.018572295585643092 }, { "score": 9.873154640197754, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:", "probability": 0.017878474475754448 }, { "score": 9.760557174682617, "text": "The Termination Fee payable shall vary in accordance with the Table hereunder:\n\nProgram Year Termination Fee\n\n2015 P rog ram Yea r and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM.", "probability": 0.015974600313354806 }, { "score": 9.751997947692871, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:\n\n(a) Sell Roundup Products at a price or under terms not permitted under the Annual Business Plan;", "probability": 0.01583845356982225 }, { "score": 9.642200469970703, "text": "Such Commission shall represent a percentage of the Program EBIT realized by the Roundup L&G Business which percentage shall be (i) for Program Years 2017 and 2018, 50% of the Program EBIT and (ii) for Program Years 2019 and thereafter, 50% of the Program EBIT in excess of $40MM (such $40MM threshold, the \"Commission Threshold\").", "probability": 0.014191501162282667 }, { "score": 9.509342193603516, "text": "(e) During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.012425924794617368 }, { "score": 8.81692886352539, "text": "and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM.", "probability": 0.006217523456120392 }, { "score": 8.79111099243164, "text": "The Agent shall offer to the Customers Roundup Products at such price and under such terms as set forth in the Annual Business Plan or as otherwise established by the Steering Committee.", "probability": 0.0060590547022832345 }, { "score": 8.732088088989258, "text": "The Termination Fee payable shall vary in accordance with the Table hereunder:\n\nProgram Year Termination Fee\n\n2015 P rog ram Yea r and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM.\n\nFor example, if the Roundup Sale occurs in 2033 (all expressed in $MM):", "probability": 0.005711781061588993 }, { "score": 8.404191017150879, "text": "For example, if the Roundup Sale occurs in 2033 (all expressed in $MM):", "probability": 0.004114979378887654 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Minimum Commitment": [ { "text": "", "score": 12.147424697875977, "probability": 0.5943245585088702 }, { "score": 10.681884765625, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup\n\n26\n\n\n\n\n\nL&G Business on a full-time basis as well as other employees who will support the Roundup L&G Business on a part-time basis (the \"Global Support Team\").", "probability": 0.13726119350943536 }, { "score": 10.20312213897705, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.08504010817152881 }, { "score": 9.769575119018555, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.055123492479478446 }, { "score": 8.848871231079102, "text": "The Agent shall receive any such returned Roundup Products into its warehouses and prepare the appropriate credit memos, subject to the joint approval of the Business Unit and the Global Support Team for any return exceeding $500,000.", "probability": 0.02195230396264762 }, { "score": 8.830124855041504, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup", "probability": 0.021544611138605 }, { "score": 8.78139591217041, "text": "For example, if the Roundup Sale occurs in 2033 (all expressed in $MM):\n\n2015 2030 2031 2032 3 year Avg Termination Fee $186.4 $310 $309 $314 $311 $498.4", "probability": 0.020519933493378124 }, { "score": 8.591386795043945, "text": "For example, if the Roundup Sale occurs in 2033 (all expressed in $MM):", "probability": 0.016968991721110615 }, { "score": 8.231460571289062, "text": "Notwithstanding the foregoing, to the extent that the Agent, any of its Affiliates and/or Seamless Control LLC (\"Seamless Control\"), but only if Seamless Control is then controlled by Agent or an Affiliate of Agent, sells, directly or indirectly, Roundup Ag Products through Lawn and Garden Channels to consumers in the Lawn and Garden Market in the Included Markets above the Historical Threshold, sales of such Roundup Ag Products shall (i) to the extent in excess of the Historical Threshold, be added to the Historical Threshold and (ii) not be considered by Monsanto or the Agent when determining the Additional Amount.\n\n23\n\n\n\n\n\n(e) During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.01183973726025177 }, { "score": 7.481370449066162, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits). The amount that becomes payable under this Section 3.8(e) with respect to a Program Year shall be included as a separate line item in the Commission Statements delivered by Agent to Monsanto and the payment of such amount shall be in addition to the Commission otherwise payable under Section 3.6(b) and shall be subject to all other terms and conditions of this Agreement except as otherwise expressly stated in this Section 3.8(e).\n\nARTICLE 4 - ROUNDUP L&G BUSINESS MANAGEMENT STRUCTURE\n\nSection 4.1 Underlying principles for the Roundup L&G Business Management Structure.\n\n(a) The Roundup L&G Business management structure, as described in this Article, has been created for the purposes of fostering and promoting the following interests of the parties:\n\n(i) Common Interests:\n\n(A) achieve the maximum volume and profit levels for the Roundup Business;", "probability": 0.005592191871511512 }, { "score": 7.25703763961792, "text": "Each Program Year the Agent shall make a fixed contribution to the overall Expenses of the Roundup L&G Business in an amount equal to eighteen million U.S. Dollars ($18,000,000) (\"Contribution Payment\").", "probability": 0.004468436211912095 }, { "score": 7.215008735656738, "text": "For example, if the Roundup Sale occurs in 2033 (all expressed in $MM):", "probability": 0.004284524608495582 }, { "score": 7.101418495178223, "text": "L&G Business on a full-time basis as well as other employees who will support the Roundup L&G Business on a part-time basis (the \"Global Support Team\").", "probability": 0.0038244679602397486 }, { "score": 7.080065727233887, "text": "Notwithstanding the foregoing, to the extent that the Agent, any of its Affiliates and/or Seamless Control LLC (\"Seamless Control\"), but only if Seamless Control is then controlled by Agent or an Affiliate of Agent, sells, directly or indirectly, Roundup Ag Products through Lawn and Garden Channels to consumers in the Lawn and Garden Market in the Included Markets above the Historical Threshold, sales of such Roundup Ag Products shall (i) to the extent in excess of the Historical Threshold, be added to the Historical Threshold and (ii) not be considered by Monsanto or the Agent when determining the Additional Amount.", "probability": 0.00374367067607801 }, { "score": 6.969453811645508, "text": "For example, if the Roundup Sale occurs in 2033 (all expressed in $MM):\n\n2015 2030 2031 2032 3 year Avg Termination Fee $186.4 $310 $309 $314 $311 $498.4", "probability": 0.003351656424499992 }, { "score": 6.967313766479492, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits", "probability": 0.0033444913978454525 }, { "score": 6.465243339538574, "text": "(iii) to the extent that the Agent's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%; or (iv) to any separate agreement with Monsanto with respect to transgenic technology sharing.", "probability": 0.002024340981997163 }, { "score": 6.453727722167969, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup\n\n26\n\n\n\n\n\nL&G Business on a full-time basis as well as other employees who will support the Roundup L&G Business on a part-time basis (the \"Global Support Team\"). Monsanto may from time to time substitute any individual serving on the Global Support Team, with the written approval of the Agent, by providing a prior written notice to the Agent to such effect.\n\n(b) Duties. The Global Support Team shall be responsible to:", "probability": 0.0020011631554445364 }, { "score": 6.103421688079834, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup\n\n26\n\n\n\n\n\nL&G Business on a full-time basis as well as other employees who will support the Roundup L&G Business on a part-time basis (the \"Global Support Team", "probability": 0.0014097643392578455 }, { "score": 6.082345008850098, "text": "(e) During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.0013803621274121646 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Volume Restriction": [ { "score": 13.141311645507812, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.20247659376891594 }, { "score": 13.128612518310547, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup", "probability": 0.19992157533895663 }, { "score": 12.97245979309082, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup\n\n26\n\n\n\n\n\nL&G Business on a full-time basis as well as other employees who will support the Roundup L&G Business on a part-time basis (the \"Global Support Team\").", "probability": 0.17101862028373058 }, { "score": 12.786748886108398, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup", "probability": 0.14203329957236452 }, { "text": "", "score": 12.08858585357666, "probability": 0.07066133263737774 }, { "score": 12.023615837097168, "text": "In the event that in the normal course of business the Agent determines based on satisfactory evidence that a material amount of additional Roundup Ag Products, above Program Year 2016 sales levels (such amount, the \"Historical Threshold\"), are being sold directly by Monsanto (or directly by any successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU) through Lawn and Garden Channels in the Included Markets, the parties shall negotiate in good faith to include, subject to the principles set forth in Section 3.8(d), an appropriate percentage of such incremental sales that exceed the Historical Threshold to reflect such Lawn and Garden Use within the definition of Program Sales Revenues so that the Agent receives credit therefor for purposes of calculating the Agent's Commission, or such other compensation as required to fully compensate the Agent for lost Commission as a result of such sales of Roundup Ag Products above the Historical Threshold as the Parties may agree (collectively, the \"Additional Amount\").", "probability": 0.0662164211050303 }, { "score": 11.567045211791992, "text": "L&G Business on a full-time basis as well as other employees who will support the Roundup L&G Business on a part-time basis (the \"Global Support Team\").", "probability": 0.04194494226381936 }, { "score": 11.178037643432617, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the", "probability": 0.028427309677037924 }, { "score": 10.341395378112793, "text": "Furthermore, the parties acknowledge that Roundup Ag Products having a formulation consisting of 41% or more Glyphosate and in container sizes over 2.5 gallons in the United States or over one liter in the other Included Markets shall be presumed to have no Lawn and Garden Use and therefor that sales of such Roundup Ag Products shall not be deemed to compete with Roundup Products in a manner that would justify adjustment of the calculation of Program Sales Revenues; provided that if the Agent is able to demonstrate to the Steering Committee that a material change in the amount of such Roundup Ag Products above the Historical Threshold are being sold through Lawn and Garden Channels to consumers for Lawn and Garden Use in the Included Markets, the parties shall negotiate in good faith pursuant to Section 3.8(c) to adjust the calculation of Program Sales Revenues. Notwithstanding the foregoing, to the extent that the Agent, any of its Affiliates and/or Seamless Control LLC (\"Seamless Control\"), but only if Seamless Control is then controlled by Agent or an Affiliate of Agent, sells, directly or indirectly, Roundup Ag Products through Lawn and Garden Channels to consumers in the Lawn and Garden Market in the Included Markets above the Historical Threshold, sales of such Roundup Ag Products shall (i) to the extent in excess of the Historical Threshold, be added to the Historical Threshold and (ii) not be considered by Monsanto or the Agent when determining the Additional Amount.", "probability": 0.012313645357666 }, { "score": 10.321901321411133, "text": "Notwithstanding the foregoing, to the extent that the Agent, any of its Affiliates and/or Seamless Control LLC (\"Seamless Control\"), but only if Seamless Control is then controlled by Agent or an Affiliate of Agent, sells, directly or indirectly, Roundup Ag Products through Lawn and Garden Channels to consumers in the Lawn and Garden Market in the Included Markets above the Historical Threshold, sales of such Roundup Ag Products shall (i) to the extent in excess of the Historical Threshold, be added to the Historical Threshold and (ii) not be considered by Monsanto or the Agent when determining the Additional Amount.", "probability": 0.012075927032178324 }, { "score": 10.109350204467773, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup\n\n26\n\n\n\n\n\nL&G Business on a full-time basis as well as other employees who will support the Roundup L&G Business", "probability": 0.009763616282036315 }, { "score": 9.948888778686523, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup\n\n26\n\n\n\n\n\nL&G Business on a full-time basis as well as other employees who will support the Roundup L&G Business on a part-time basis (the \"Global Support Team", "probability": 0.00831616679337766 }, { "score": 9.859899520874023, "text": "Furthermore, the parties acknowledge that Roundup Ag Products having a formulation consisting of 41% or more Glyphosate and in container sizes over 2.5 gallons in the United States or over one liter in the other Included Markets shall be presumed to have no Lawn and Garden Use and therefor that sales of such Roundup Ag Products shall not be deemed to compete with Roundup Products in a manner that would justify adjustment of the calculation of Program Sales Revenues; provided that if the Agent is able to demonstrate to the Steering Committee that a material change in the amount of such Roundup Ag Products above the Historical Threshold are being sold through Lawn and Garden Channels to consumers for Lawn and Garden Use in the Included Markets, the parties shall negotiate in good faith pursuant to Section 3.8(c) to adjust the calculation of Program Sales Revenues.", "probability": 0.0076080901071198795 }, { "score": 9.47561264038086, "text": "In the event that Monsanto engages in a process in which it seeks bids or proposals from more than one third party in connection with a contemplated Roundup Sale, the Agent shall be entitled to a fifteen (15) day exclusive negotiation period following the receipt and review by Monsanto of all bids or proposals (the \"Roundup Quiet Period\"), provided that, in determining the value of the price terms of the Agent's bid, Monsanto shall not discount the Agent's bid as a result of the fact that the Termination Fee is an offset or credit against the total purchase price, and that, during the Roundup Quiet Period, the Agent shall have the right to revise its original bid but shall not have the right to review the terms of any other bids or proposals.", "probability": 0.0051806228399338405 }, { "score": 9.428436279296875, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits", "probability": 0.00494189532837369 }, { "score": 9.222891807556152, "text": "Allocated Expenses shall be paid no more than three weeks after months' end in accordance with the procedures set forth in Section 3.2(c).", "probability": 0.00402371037413249 }, { "score": 9.141678810119629, "text": "For example, if the Roundup Sale occurs in 2033 (all expressed in $MM):", "probability": 0.0037098500505145173 }, { "score": 9.06607723236084, "text": "For example, if the Roundup Sale occurs in 2033 (all expressed in $MM):\n\n2015 2030 2031 2032 3 year Avg Termination Fee $186.4 $310 $309 $314 $311 $498.4", "probability": 0.003439719338435198 }, { "score": 8.996220588684082, "text": "The Agent shall receive any such returned Roundup Products into its warehouses and prepare the appropriate credit memos, subject to the joint approval of the Business Unit and the Global Support Team for any return exceeding $500,000.", "probability": 0.0032076328548618265 }, { "score": 8.830962181091309, "text": "Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup\n\n26\n\n\n\n\n\nL&G Business on a full-time basis as well as other employees who will support the Roundup L&G Business on a part-time basis", "probability": 0.0027190289941371347 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Ip Ownership Assignment": [ { "text": "", "score": 12.332511901855469, "probability": 0.46054826785714437 }, { "score": 11.123800277709961, "text": "Monsanto further acknowledges that the designs, graphics, packaging designs and other intellectual property, including trade dress and copyright, in the labels and packaging for the Additional Roundup Products or in association with the Additional Roundup Products Trademarks (the \"Additional Roundup Products Trade Dress\") are the exclusive property of the respective trade dress owners and that Monsanto has no right, title or interest in or to the Additional Roundup Products Trade Dress.", "probability": 0.1375112926709965 }, { "score": 11.072985649108887, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent at all times shall own and retain all rights, title and interest in and to the Additional Roundup Products Formulation Data.", "probability": 0.13069827385902782 }, { "score": 10.638813018798828, "text": "Monsanto further acknowledges that the designs, graphics, packaging designs and other intellectual property, including trade dress and copyright, in the labels and packaging for the Additional Roundup Products or in association with the Additional Roundup Products Trademarks (the \"Additional Roundup Products Trade Dress\") are the exclusive property of the respective trade dress owners and that Monsanto has no right, title or interest in or to the Additional Roundup Products Trade Dress.", "probability": 0.08466639615617105 }, { "score": 10.027276992797852, "text": "Monsanto represents and warrants that Monsanto or Affiliates are the exclusive owners of the trademarks, trade names, packages, copyrights and designs used in the sale of Roundup Products (hereinafter referred to as \"Industrial Property\").", "probability": 0.04593295151073586 }, { "score": 9.789579391479492, "text": "(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.", "probability": 0.03621542583197608 }, { "score": 9.539938926696777, "text": "Notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the license for the Additional Roundup Products Formulation Data upon a Change of Control with respect to Monsanto or a Roundup Sale.", "probability": 0.028214744368075365 }, { "score": 8.791837692260742, "text": "(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.", "probability": 0.013353031754801133 }, { "score": 8.476812362670898, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent at all times shall own and retain all rights, title and interest in and to the Additional Roundup Products Formulation Data.", "probability": 0.00974464718137296 }, { "score": 8.444417953491211, "text": "Notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the license for the Additional Roundup Products Formulation Data upon a Change of Control with respect to Monsanto or a Roundup Sale", "probability": 0.009434033331982608 }, { "score": 8.442024230957031, "text": "In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "probability": 0.009411477880324145 }, { "score": 8.42385196685791, "text": "Monsanto acknowledges each of the Additional Roundup Products Trademarks owners' exclusive ownership of all right, title and interest in and to the Additional Roundup Products Trademarks and agrees that Monsanto's use of the Additional Roundup Products Trademarks shall inure to the benefit of each such owner. Monsanto further agrees that it will in no way dispute, impugn or attack the validity of the Additional Roundup Products Trademarks or the respective owner's rights thereto.\n\n(l) Monsanto further acknowledges that the designs, graphics, packaging designs and other intellectual property, including trade dress and copyright, in the labels and packaging for the Additional Roundup Products or in association with the Additional Roundup Products Trademarks (the \"Additional Roundup Products Trade Dress\") are the exclusive property of the respective trade dress owners and that Monsanto has no right, title or interest in or to the Additional Roundup Products Trade Dress.", "probability": 0.009241994629941864 }, { "score": 7.985666275024414, "text": "Notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the license for the Additional Roundup Products Formulation Data upon a Change of Control with respect to Monsanto or a Roundup Sale. In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "probability": 0.005962990038364147 }, { "score": 7.57422399520874, "text": "(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto", "probability": 0.003951636353153252 }, { "score": 7.405750274658203, "text": "The Agent hereby acknowledges and agrees that it will transfer the right to use such telephone number back to Monsanto within thirty (30) days of Monsanto providing notice to the Agent of Monsanto's decision to become the party of record for such telephone number.", "probability": 0.003338948841026358 }, { "score": 7.160717964172363, "text": "or\n\n(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.", "probability": 0.0026133259716328264 }, { "score": 7.118531227111816, "text": "The Agent further acknowledges that Monsanto is the exclusive owner of the Industrial Property.", "probability": 0.0025053714116061777 }, { "score": 7.071545600891113, "text": "Monsanto further acknowledges that the designs, graphics, packaging designs and other intellectual property, including trade dress and copyright, in the labels and packaging for the Additional Roundup Products or in association with the Additional Roundup Products Trademarks (the \"Additional Roundup Products Trade Dress\") are the exclusive property of the respective trade dress owners and that Monsanto has no right, title or interest in or to the Additional Roundup Products Trade Dress", "probability": 0.0023903776486104786 }, { "score": 6.962513446807861, "text": "Monsanto represents and warrants that Monsanto or Affiliates are the exclusive owners of the trademarks, trade names, packages, copyrights and designs used in the sale of Roundup Products (hereinafter referred to as \"Industrial Property\"). To Monsanto's knowledge, the conduct of the Roundup L&G Business as now being conducted and the use of the Industrial Property in the conduct of the Roundup L&G Business, do not infringe or otherwise conflict with any trademarks, registrations, or other intellectual property or proprietary rights of others, nor has any claim been made that the conduct of the Roundup L&G Business as now being conducted\n\n38\n\n\n\n\n\ninfringes or otherwise is covered by the intellectual property of a third party, except for any conflict or infringement which would not have a material adverse effect. To the knowledge of Monsanto, none of the Industrial Property is currently being infringed upon by a third party.\n\n(b) The Agent acknowledges the validity of the trademarks which designate and identify Roundup Products. The Agent further acknowledges that Monsanto is the exclusive owner of the Industrial Property.", "probability": 0.002143455424864692 }, { "score": 6.952150344848633, "text": "Monsanto represents and warrants that Monsanto or Affiliates are the exclusive owners of the trademarks, trade names, packages, copyrights and designs used in the sale of Roundup Products (hereinafter referred to as \"Industrial Property\").", "probability": 0.0021213572781920895 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Joint Ip Ownership": [ { "text": "", "score": 12.230417251586914, "probability": 0.9404189303250118 }, { "score": 8.199331283569336, "text": "Allocated marketing Marketing activities managed on a shared services basis", "probability": 0.016697173916132232 }, { "score": 7.920894622802734, "text": "This section will discuss the agreed upon allocation\n\nmethodology for shared services to their respective Business Unit statements and highlights any proposed changes to that methodology", "probability": 0.012639196488581285 }, { "score": 7.529934883117676, "text": "This section will discuss the agreed upon allocation", "probability": 0.008549245881560934 }, { "score": 7.248300552368164, "text": "Marketing activities managed on a shared services basis", "probability": 0.00645082962986953 }, { "score": 6.26539421081543, "text": "If shared service arrangements change, allocation percentages will be re-established based on then current facts and circumstances.", "probability": 0.00241404172174975 }, { "score": 6.151735305786133, "text": "For purposes of contract interpretation the parties to this Agreement agree they are joint authors and draftspersons of this Agreement.", "probability": 0.0021546827581856876 }, { "score": 6.117557525634766, "text": "methodology for shared services to their respective Business Unit statements and highlights any proposed changes to that methodology", "probability": 0.0020822847337928006 }, { "score": 6.0111494064331055, "text": "If shared service arrangements change, allocation percentages will be re-established based on then current facts and circumstances.", "probability": 0.0018720940204380023 }, { "score": 5.911792755126953, "text": "If shared service arrangements change, allocation percentages will be re-established based on then current facts and circumstances.", "probability": 0.001695030864957342 }, { "score": 5.846156120300293, "text": "This section will discuss the agreed upon allocation\n\nmethodology for shared services to their respective Business Unit statements and highlights any proposed changes to that methodology\n\ne) Anticipated changes form prior year", "probability": 0.0015873473905938015 }, { "score": 5.149016380310059, "text": "If shared service arrangements change, allocation percentages will be re-established based on then current facts and circumstances.\n\n\n\nX\n\n Field sales/merchandisers Primarily personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the fields sales force\n\nBased on weighting of factors including selling, display servicing and shelf work. If shared service arrangements change, allocation percentages will be re-established based on then current facts and circumstances.", "probability": 0.0007905112232798637 }, { "score": 4.859665393829346, "text": "Monsanto represents and warrants that Monsanto or Affiliates are the exclusive owners of the trademarks, trade names, packages, copyrights and designs used in the sale of Roundup Products (hereinafter referred to as \"Industrial Property\").", "probability": 0.0005918947712192391 }, { "score": 4.634030818939209, "text": "(iv) to any separate agreement with Monsanto with respect to transgenic technology sharing.", "probability": 0.00047233774582241975 }, { "score": 4.336209297180176, "text": "This section will discuss the agreed upon allocation\n\nmethodology for shared services to their respective Business Unit statements and highlights any proposed changes to that methodology\n\ne) Anticipated changes form prior year\n\nf) Financial Metrics\n\ni) Invoice accuracy\n\nii) Days Sales Outstanding (DSO)\n\niii) Obsolete inventory charge\n\niv) Bad debt allowance\n\nv) Netbacks, MAT and COGS detail prior, current and next year\n\n9) Approved amendments: This section will show any amendments approved by senior management (or the Steering Committee)\n\na) Includes spending at levels above those established in the annual business plan.", "probability": 0.0003506795246170975 }, { "score": 4.306881427764893, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent at all times shall own and retain all rights, title and interest in and to the Additional Roundup Products Formulation Data.", "probability": 0.0003405441916334111 }, { "score": 4.0911359786987305, "text": "If shared service arrangements change, allocation percentages will be re-established based on then current facts and circumstances.", "probability": 0.0002744583317804899 }, { "score": 4.042819499969482, "text": "methodology for shared services to their respective Business Unit statements and highlights any proposed changes to that methodology\n\ne) Anticipated changes form prior year", "probability": 0.00026151273284975754 }, { "score": 3.7465975284576416, "text": "Actual X X X\n\nAllocated marketing Marketing activities managed on a shared services basis", "probability": 0.0001944667120995886 }, { "score": 3.568472146987915, "text": "Assignment of Shared Services: This section will discuss the agreed upon allocation\n\nmethodology for shared services to their respective Business Unit statements and highlights any proposed changes to that methodology", "probability": 0.0001627370358245833 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __License Grant": [ { "score": 12.727277755737305, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "probability": 0.2711994815503124 }, { "score": 12.404722213745117, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks", "probability": 0.1964286188344971 }, { "score": 11.967202186584473, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n\n34\n\n\n\n\n\nLicense\").", "probability": 0.12682130840260925 }, { "text": "", "score": 11.844225883483887, "probability": 0.11214613214297253 }, { "score": 11.630316734313965, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.09054922477072284 }, { "score": 11.307324409484863, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.0655557744171281 }, { "score": 10.561502456665039, "text": "The Agent hereby grants to Monsanto exclusive access to the registrations for an acetic acid/citric acid nonselective weedkiller formulation in Canada.", "probability": 0.031096004718961 }, { "score": 9.99897289276123, "text": "The Agent hereby grants to Monsanto exclusive access to the registrations for an acetic acid/citric acid nonselective weedkiller formulation in Canada.", "probability": 0.01771744560201538 }, { "score": 9.946017265319824, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "probability": 0.016803616884126286 }, { "score": 9.732852935791016, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories", "probability": 0.013577714709543083 }, { "score": 9.650388717651367, "text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.012502962375753627 }, { "score": 9.575379371643066, "text": "Notwithstanding the foregoing provisions of this Section 6.13(c), the Agent shall have the right to market and make sales of Roundup Products labeled for Lawn and Garden Use to any business that markets and makes sales to Lawn and Garden Channels in Mexico regardless of whether that business also makes sales to the Ag Market in Mexico, and such sales shall not constitute a violation of Section 6.13(c) of this Section 6.13(c).", "probability": 0.011599433495008072 }, { "score": 9.376972198486328, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n", "probability": 0.009511951752759725 }, { "score": 9.173375129699707, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement", "probability": 0.007759764752523708 }, { "score": 8.95312786102295, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "probability": 0.006225817441681869 }, { "score": 8.183241844177246, "text": "ublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.002882963426956561 }, { "score": 8.039478302001953, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.\n\n(e) Notwithstanding anything in this Agreement to the contrary, the Agent at all times shall own and retain all rights, title and interest in and to the Additional Roundup Products Formulation Data.\n\n(f) The Agent hereby represents and warrants that it is a licensee, with the right to sublicense, the trademarks used in connection with the Additional Roundup Products as set forth on Schedule 6.11(f) in the column titled \"Additional Roundup Products Trademarks\" set forth opposite each Additional Roundup Product in Schedule 6.11(f) (the \"Additional Roundup Products Trademarks\") and that it has the right to sublicense each of the Additional Roundup Products Trademarks for the term of the Additional Roundup Trademarks Licenses and for the purposes set forth therein without reservation.", "probability": 0.0024969130543351973 }, { "score": 7.752924919128418, "text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories", "probability": 0.0018747996638511536 }, { "score": 7.622412204742432, "text": "The Agent hereby grants to Monsanto exclusive access to the registrations for an acetic acid/citric acid nonselective weedkiller formulation in Canada", "probability": 0.0016454091774566943 }, { "score": 7.597336769104004, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n\n34\n\n\n\n\n\nLicense\"). Upon the expiration or termination of this Agreement, Monsanto shall have no right to use the Additional Roundup Products Trademarks.", "probability": 0.00160466282678529 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Transferable License": [ { "score": 13.789469718933105, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.2641405555940589 }, { "score": 13.484682083129883, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks", "probability": 0.1947455302402176 }, { "score": 13.158140182495117, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n\n34\n\n\n\n\n\nLicense\").", "probability": 0.14049218052279078 }, { "score": 12.665010452270508, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.08580026562558002 }, { "score": 12.332565307617188, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "probability": 0.06153320560899621 }, { "text": "", "score": 12.091784477233887, "probability": 0.04836595355861259 }, { "score": 11.754180908203125, "text": "Any transfer or assignment not permitted by this Section 11.8 shall be null and void.", "probability": 0.03450804752019342 }, { "score": 11.629717826843262, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "probability": 0.030469600356074378 }, { "score": 11.518306732177734, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "probability": 0.027257218422407616 }, { "score": 11.416656494140625, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n", "probability": 0.02462268430420813 }, { "score": 11.323739051818848, "text": "The Agent shall not, without proper U.S. government authorization, export, reexport, or transfer products, materials, software, technology and/or information, either directly or indirectly, to any Restricted Party.", "probability": 0.022437882240836662 }, { "score": 10.758159637451172, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n", "probability": 0.01274541102919369 }, { "score": 10.374483108520508, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories. To the Agent's knowledge, the Additional Roundup Products Formulation Data does not infringe or otherwise conflict with any trademarks, registrations, or other intellectual property or proprietary rights of any third party and none of the Additional Roundup Products Formulation Data is being infringed upon by a third party.\n\n(d) Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below", "probability": 0.008684108607926776 }, { "score": 10.328947067260742, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories", "probability": 0.008297536946664172 }, { "score": 10.20573902130127, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n\n34\n\n\n\n\n\nLicense\"). Upon the expiration or termination of this Agreement, Monsanto shall have no right to use the Additional Roundup Products Trademarks.", "probability": 0.00733568409248892 }, { "score": 10.203409194946289, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n", "probability": 0.007318613116285459 }, { "score": 10.1982421875, "text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.007280895315810734 }, { "score": 9.881611824035645, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent may not transfer or assign any rights, interests or obligations (i) under this Agreement to any Restricted Party or (ii) that are provided pursuant to Sections 10.5(d) or 10.6 of this Agreement.", "probability": 0.005304860491249685 }, { "score": 9.831584930419922, "text": "ublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.0050460036850391524 }, { "score": 9.497737884521484, "text": "The Agent hereby represents and warrants that it is a licensee, with the right to sublicense, the trademarks used in connection with the Additional Roundup Products as set forth on Schedule 6.11(f) in the column titled \"Additional Roundup Products Trademarks\" set forth opposite each Additional Roundup Product in Schedule 6.11(f) (the \"Additional Roundup Products Trademarks\") and that it has the right to sublicense each of the Additional Roundup Products Trademarks for the term of the Additional Roundup Trademarks Licenses and for the purposes set forth therein without reservation.", "probability": 0.0036137627213652665 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Affiliate License-Licensor": [ { "score": 12.793876647949219, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "probability": 0.36389716694321755 }, { "text": "", "score": 12.144742965698242, "probability": 0.19013562571687853 }, { "score": 11.359989166259766, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.08674595917584241 }, { "score": 11.254262924194336, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks", "probability": 0.0780428157196496 }, { "score": 10.679667472839355, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "probability": 0.04393284175792483 }, { "score": 10.290776252746582, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n\n34\n\n\n\n\n\nLicense\").", "probability": 0.029778031513775595 }, { "score": 10.210784912109375, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.027488825688266397 }, { "score": 10.07097053527832, "text": "Monsanto shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that Monsanto shall remain liable for the performance of its obligations hereunder, and provided, further, that any such Affiliate shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;", "probability": 0.023902073360379184 }, { "score": 9.82952880859375, "text": "The Agent hereby represents and warrants that it is a licensee, with the right to sublicense, the trademarks used in connection with the Additional Roundup Products as set forth on Schedule 6.11(f) in the column titled \"Additional Roundup Products Trademarks\" set forth opposite each Additional Roundup Product in Schedule 6.11(f) (the \"Additional Roundup Products Trademarks\") and that it has the right to sublicense each of the Additional Roundup Products Trademarks for the term of the Additional Roundup Trademarks Licenses and for the purposes set forth therein without reservation.", "probability": 0.018774948975633057 }, { "score": 9.803022384643555, "text": "Monsanto shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that Monsanto shall remain liable for the performance of its obligations hereunder, and provided, further, that any such Affiliate shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;\n\n(2) Subject to Agent's rights set forth in Section 10.6, Monsanto shall have the right to transfer and assign all or a portion of its rights, interests and obligations hereunder to a Person that acquires all or a portion of Monsanto's business related to the Lawn and Garden", "probability": 0.018283829878242456 }, { "score": 9.711912155151367, "text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories. To the Agent's knowledge, the Additional Roundup Products Formulation Data does not infringe or otherwise conflict with any trademarks, registrations, or other intellectual property or proprietary rights of any third party and none of the Additional Roundup Products Formulation Data is being infringed upon by a third party.\n\n(d) Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.01669162049164411 }, { "score": 9.68887710571289, "text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.016311522780131742 }, { "score": 9.64548110961914, "text": "Notwithstanding the foregoing:\n\n(1) Monsanto shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that Monsanto shall remain liable for the performance of its obligations hereunder, and provided, further, that any such Affiliate shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;", "probability": 0.01561880724898946 }, { "score": 9.555634498596191, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement", "probability": 0.0142767047427841 }, { "score": 9.377533912658691, "text": "Notwithstanding the foregoing:\n\n(1) Monsanto shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that Monsanto shall remain liable for the performance of its obligations hereunder, and provided, further, that any such Affiliate shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;\n\n(2) Subject to Agent's rights set forth in Section 10.6, Monsanto shall have the right to transfer and assign all or a portion of its rights, interests and obligations hereunder to a Person that acquires all or a portion of Monsanto's business related to the Lawn and Garden", "probability": 0.01194757804807847 }, { "score": 9.254563331604004, "text": "The Agent hereby grants to Monsanto exclusive access to the registrations for an acetic acid/citric acid nonselective weedkiller formulation in Canada.", "probability": 0.010565119933638805 }, { "score": 9.249467849731445, "text": "Notwithstanding the foregoing provisions of this Section 6.13(c), the Agent shall have the right to market and make sales of Roundup Products labeled for Lawn and Garden Use to any business that markets and makes sales to Lawn and Garden Channels in Mexico regardless of whether that business also makes sales to the Ag Market in Mexico, and such sales shall not constitute a violation of Section 6.13(c) of this Section 6.13(c).", "probability": 0.010511422479919607 }, { "score": 9.114876747131348, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n", "probability": 0.009187753155579232 }, { "score": 8.984091758728027, "text": "then employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.00806139348154973 }, { "score": 8.662755966186523, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.005845958907875126 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Affiliate License-Licensee": [ { "text": "", "score": 12.238309860229492, "probability": 0.3954385955987396 }, { "score": 11.191734313964844, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "probability": 0.138853576472825 }, { "score": 11.105592727661133, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks", "probability": 0.12739320234614648 }, { "score": 10.964405059814453, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n\n34\n\n\n\n\n\nLicense\").", "probability": 0.1106188730667788 }, { "score": 9.934322357177734, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "probability": 0.03948844172185592 }, { "score": 9.696290016174316, "text": "Monsanto shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that Monsanto shall remain liable for the performance of its obligations hereunder, and provided, further, that any such Affiliate shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;", "probability": 0.031123889438174613 }, { "score": 9.676542282104492, "text": "Monsanto shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that Monsanto shall remain liable for the performance of its obligations hereunder, and provided, further, that any such Affiliate shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;\n\n(2) Subject to Agent's rights set forth in Section 10.6, Monsanto shall have the right to transfer and assign all or a portion of its rights, interests and obligations hereunder to a Person that acquires all or a portion of Monsanto's business related to the Lawn and Garden", "probability": 0.030515292133113475 }, { "score": 9.51366138458252, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.0259286112861497 }, { "score": 9.0628662109375, "text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.016519671257211002 }, { "score": 8.791390419006348, "text": "Notwithstanding the foregoing:\n\n(1) Monsanto shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that Monsanto shall remain liable for the performance of its obligations hereunder, and provided, further, that any such Affiliate shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;", "probability": 0.012592181132237165 }, { "score": 8.771642684936523, "text": "Notwithstanding the foregoing:\n\n(1) Monsanto shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that Monsanto shall remain liable for the performance of its obligations hereunder, and provided, further, that any such Affiliate shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;\n\n(2) Subject to Agent's rights set forth in Section 10.6, Monsanto shall have the right to transfer and assign all or a portion of its rights, interests and obligations hereunder to a Person that acquires all or a portion of Monsanto's business related to the Lawn and Garden", "probability": 0.01234595331044952 }, { "score": 8.527082443237305, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person", "probability": 0.00966748410674705 }, { "score": 8.51264762878418, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person\n\n37\n\n\n\n\n\nthen employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.009528938115929485 }, { "score": 8.465774536132812, "text": "then employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "probability": 0.009092593612557251 }, { "score": 8.195377349853516, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.006938343152105027 }, { "score": 8.035788536071777, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "probability": 0.00591489764721802 }, { "score": 8.013725280761719, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to", "probability": 0.005785824868996908 }, { "score": 8.000679016113281, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n", "probability": 0.0057108317204589715 }, { "score": 7.510231971740723, "text": "The Agent hereby represents and warrants that it is a licensee, with the right to sublicense, the trademarks used in connection with the Additional Roundup Products as set forth on Schedule 6.11(f) in the column titled \"Additional Roundup Products Trademarks\" set forth opposite each Additional Roundup Product in Schedule 6.11(f) (the \"Additional Roundup Products Trademarks\") and that it has the right to sublicense each of the Additional Roundup Products Trademarks for the term of the Additional Roundup Trademarks Licenses and for the purposes set forth therein without reservation.", "probability": 0.003497042562009089 }, { "score": 7.372063636779785, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories", "probability": 0.0030457564502967037 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.840432167053223, "probability": 0.6358469125574088 }, { "score": 10.666128158569336, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks", "probability": 0.19649830834803475 }, { "score": 9.620706558227539, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n\n34\n\n\n\n\n\nLicense\").", "probability": 0.06907771823797686 }, { "score": 8.574762344360352, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "probability": 0.024271140435477682 }, { "score": 8.496870994567871, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "probability": 0.022452380817775588 }, { "score": 7.87922477722168, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.012106596156964522 }, { "score": 7.677488327026367, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "probability": 0.009894845755556592 }, { "score": 7.376399993896484, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n", "probability": 0.00732230857744204 }, { "score": 6.9974470138549805, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n", "probability": 0.005012689902206629 }, { "score": 6.770956993103027, "text": "ublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.003996754500451875 }, { "score": 6.574311256408691, "text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.0032832602920613687 }, { "score": 6.197821617126465, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "probability": 0.002253190655717579 }, { "score": 5.825297832489014, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n", "probability": 0.0015524331840898753 }, { "score": 5.726580619812012, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.0014065027210896951 }, { "score": 5.559365749359131, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories", "probability": 0.0011899263484464043 }, { "score": 5.43107795715332, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n\n34\n\n\n\n\n\nLicense\"). Upon the expiration or termination of this Agreement, Monsanto shall have no right to use the Additional Roundup Products Trademarks.", "probability": 0.0010466594548319723 }, { "score": 5.178776741027832, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement", "probability": 0.0008132655482228679 }, { "score": 5.124608993530273, "text": "License\").", "probability": 0.0007703846505612235 }, { "score": 4.925164699554443, "text": "(g) Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks", "probability": 0.000631088207207366 }, { "score": 4.829710006713867, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement", "probability": 0.000573633648476283 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Irrevocable Or Perpetual License": [ { "score": 14.120718002319336, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.843686378271465 }, { "text": "", "score": 12.125204086303711, "probability": 0.11469390909423814 }, { "score": 9.886336326599121, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks", "probability": 0.012223974667855225 }, { "score": 9.190878868103027, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n\n34\n\n\n\n\n\nLicense\").", "probability": 0.006097883242902419 }, { "score": 9.122974395751953, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.005697555534421612 }, { "score": 9.080428123474121, "text": "Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "probability": 0.005460230237829581 }, { "score": 8.84494686126709, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "probability": 0.004314621894092089 }, { "score": 7.6596527099609375, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "probability": 0.001318791178892546 }, { "score": 7.630889892578125, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories. To the Agent's knowledge, the Additional Roundup Products Formulation Data does not infringe or otherwise conflict with any trademarks, registrations, or other intellectual property or proprietary rights of any third party and none of the Additional Roundup Products Formulation Data is being infringed upon by a third party.\n\n(d) Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below", "probability": 0.0012813993539818912 }, { "score": 7.420515060424805, "text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.001038292870632876 }, { "score": 6.9464569091796875, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.\n\n(e) Notwithstanding anything in this Agreement to the contrary, the Agent at all times shall own and retain all rights, title and interest in and to the Additional Roundup Products Formulation Data.", "probability": 0.0006463072575937441 }, { "score": 6.914532661437988, "text": "ublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.0006260002521618187 }, { "score": 6.824828147888184, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories", "probability": 0.0005722902314658049 }, { "score": 6.786079406738281, "text": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "probability": 0.0005505388463306582 }, { "score": 6.762284278869629, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below", "probability": 0.0005375933349502347 }, { "score": 6.296852111816406, "text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n", "probability": 0.0003375353428187483 }, { "score": 6.170731544494629, "text": "(d) Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "probability": 0.00029754029374411996 }, { "score": 5.928430080413818, "text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories. To the Agent's knowledge, the Additional Roundup Products Formulation Data does not infringe or otherwise conflict with any trademarks, registrations, or other intellectual property or proprietary rights of any third party and none of the Additional Roundup Products Formulation Data is being infringed upon by a third party.\n\n(d) Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below", "probability": 0.0002335154385452942 }, { "score": 5.772232532501221, "text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories", "probability": 0.00019974681607654713 }, { "score": 5.700368404388428, "text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n", "probability": 0.00018589584000190093 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Source Code Escrow": [ { "text": "", "score": 12.284141540527344, "probability": 0.9798847796965185 }, { "score": 7.378476142883301, "text": "An Event of Default shall mean any of the following occurrences:\n\n(1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(4) [Intentionally omitted.];\n\n(5) [Intentionally omitted.];\n\n(6) the Insolvency of Agent;", "probability": 0.0072555710565155975 }, { "score": 6.8484907150268555, "text": "An Event of Default shall mean any of the following occurrences:", "probability": 0.004270727414919052 }, { "score": 6.595247268676758, "text": "(6) the Insolvency of Agent;", "probability": 0.0033152754797439125 }, { "score": 5.86926794052124, "text": "An Event of Default shall mean any of the following occurrences:\n\n(1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(4) [Intentionally omitted.];\n\n(5) [Intentionally omitted.];\n\n(6) the Insolvency of Agent;\n\n(7) the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement;", "probability": 0.0016040976602093302 }, { "score": 5.089080333709717, "text": "An Event of Default shall mean any of the following occurrences:\n\n(1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(4) [Intentionally omitted.];\n\n(5) [Intentionally omitted.];\n\n(6) the Insolvency of Agent;\n\n(7) the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement;\n\n(8) [Intentionally omitted.]; or\n\n(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.", "probability": 0.0007351900705568 }, { "score": 5.086039066314697, "text": "(6) the Insolvency of Agent;\n\n(7) the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement;", "probability": 0.0007329575575213915 }, { "score": 4.536359786987305, "text": "An Event of Default shall mean any of the following occurrences:\n\n(1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(4) [Intentionally omitted.];\n\n(5) [Intentionally omitted.];", "probability": 0.0004230153718497695 }, { "score": 4.305851459503174, "text": "(6) the Insolvency of Agent;\n\n(7) the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement;\n\n(8) [Intentionally omitted.]; or\n\n(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.", "probability": 0.0003359291218958399 }, { "score": 4.100520610809326, "text": "The Agent may terminate this Agreement in accordance with the provisions of Section 10.4(g) upon:", "probability": 0.00027357323133619796 }, { "score": 3.697373151779175, "text": "Event of Default. An Event of Default shall mean any of the following occurrences:\n\n(1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(4) [Intentionally omitted.];\n\n(5) [Intentionally omitted.];\n\n(6) the Insolvency of Agent;", "probability": 0.00018280534226697477 }, { "score": 3.69594144821167, "text": "An Event of Default shall mean any of the following occurrences:\n\n(1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;", "probability": 0.0001825438064718318 }, { "score": 3.43772554397583, "text": "An Event of Default shall mean any of the following occurrences:\n\n(1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(4) [Intentionally omitted.];\n\n(5) [Intentionally omitted.];\n\n(6) the Insolvency of Agent;\n\n(7) the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement;\n\n(8) [Intentionally omitted.];", "probability": 0.00014100202830899725 }, { "score": 3.186615228652954, "text": "An Event of Default shall mean any of the following occurrences:\n\n(1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(4) [Intentionally omitted.];\n\n(5) [Intentionally omitted.];\n\n(6) the Insolvency of Agent", "probability": 0.00010969063123472516 }, { "score": 3.1673874855041504, "text": "Event of Default. An Event of Default shall mean any of the following occurrences:", "probability": 0.00010760167526386054 }, { "score": 3.0764248371124268, "text": "the Insolvency of Agent;", "probability": 9.824590481235474e-05 }, { "score": 3.0162811279296875, "text": "An Event of Default shall mean any of the following occurrences:\n\n(1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;", "probability": 9.251121305601548e-05 }, { "score": 3.003897190093994, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:", "probability": 9.13726246000598e-05 }, { "score": 2.910794496536255, "text": "Insolvency of Agent;", "probability": 8.324959200480166e-05 }, { "score": 2.8692328929901123, "text": "\n\n(6) the Insolvency of Agent;", "probability": 7.986052091443179e-05 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Post-Termination Services": [ { "score": 13.407905578613281, "text": "Upon such expiration or termination, the Agent will purchase any remaining inventory of the Additional Roundup Products, including any components thereof, at cost.", "probability": 0.23054846239289659 }, { "score": 13.133148193359375, "text": "The Agent and Monsanto shall each maintain true and complete records in connection with this Agreement and shall retain all such records for at least forty-eight (48) months following the termination or expiration of this Agreement.", "probability": 0.175160676494348 }, { "score": 12.77873420715332, "text": "The Agent and Monsanto shall each maintain true and complete records in connection with this Agreement and shall retain all such records for at least forty-eight (48) months following the termination or expiration of this Agreement.", "probability": 0.12289000879573632 }, { "score": 12.684810638427734, "text": "Upon such expiration or termination, the Agent will purchase any remaining inventory of the Additional Roundup Products, including any components thereof, at cost.", "probability": 0.11187320694339573 }, { "text": "", "score": 12.390238761901855, "probability": 0.08332880374185453 }, { "score": 11.986337661743164, "text": "Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "probability": 0.05563948841509532 }, { "score": 11.907876014709473, "text": "Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "probability": 0.051440794522519685 }, { "score": 11.133620262145996, "text": "To the extent not otherwise provided herein, upon termination of this Agreement, the Agent shall immediately deliver to Monsanto all records, books, and other property of Monsanto.", "probability": 0.02371661299580372 }, { "score": 11.091377258300781, "text": "In the event that the Agent is terminated as an exclusive distributor of the Roundup Pro SKU by Monsanto (or by a successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU), any subsequent sales of the Roundup Pro SKU by parties other than Agent in the Lawn and Garden Channels in the United States will be subject to the provisions of Section 3.8(c) below.", "probability": 0.022735617985281717 }, { "score": 11.007669448852539, "text": "Upon expiration or in the event of any termination of this Agreement, the Agent shall promptly discontinue every use of the Industrial Property and any language stating or suggesting the Agent is a distributor for Roundup Products.", "probability": 0.02090994659863061 }, { "score": 10.741636276245117, "text": "(3) only in the event the Agent does not become the successor to the Roundup Business, in which case the Termination Fee shall not be paid but shall be credited against the purchase price as described in Section 10.4(d).", "probability": 0.016025669605083268 }, { "score": 10.67834758758545, "text": "Except for termination of this Agreement by Monsanto upon any Event of Default, a Termination Fee (as specified in Section 10.4.(d)) shall only be paid either by Monsanto or by the successor to the Roundup Business, as the case may be, upon the following terms and conditions:", "probability": 0.015042854558766429 }, { "score": 10.535463333129883, "text": "Upon such expiration or termination, the Agent will purchase any remaining inventory of the Additional Roundup Products, including any components thereof, at cost", "probability": 0.013039964627073975 }, { "score": 10.509958267211914, "text": "(1) in the event the Agreement is effectively terminated by either Monsanto or its successor or by the Agent upon Material Breach, Material Fraud or Material Willful Misconduct by Monsanto as provided for in Section 10.5.(c);\n\n(2) no later than the effective date of the applicable termination notice and no later than the effective date of the termination; and\n\n(3) only in the event the Agent does not become the successor to the Roundup Business, in which case the Termination Fee shall not be paid but shall be credited against the purchase price as described in Section 10.4(d).", "probability": 0.012711584943383678 }, { "score": 10.164718627929688, "text": "Upon such expiration or termination, the Agent will purchase any remaining inventory of the Additional Roundup Products, including any components thereof, at cost", "probability": 0.009000446062850045 }, { "score": 10.122092247009277, "text": "Upon expiration or in the event of any termination of this Agreement, the Agent shall promptly discontinue every use of the Industrial Property and any language stating or suggesting the Agent is a distributor for Roundup Products.", "probability": 0.00862485160650504 }, { "score": 10.00876235961914, "text": "Upon the expiration or termination of this Agreement, Monsanto shall have no right to use the Additional Roundup Products Trademarks. Upon such expiration or termination, the Agent will purchase any remaining inventory of the Additional Roundup Products, including any components thereof, at cost.", "probability": 0.007700751106002344 }, { "score": 9.961030960083008, "text": "In the event that the Agent or any of its Affiliates acquires the Roundup Business in a Roundup Sale, the Termination Fee that would have been payable to the Agent upon a termination pursuant to Section 10.4(a) (2) shall be credited against the purchase price to be paid by the Agent or such Affiliate in the Roundup Sale.", "probability": 0.007341817815857814 }, { "score": 9.840835571289062, "text": "For example, if the Roundup Sale occurs in 2033 (all expressed in $MM):\n\n2015 2030 2031 2032 3 year Avg Termination Fee $186.4 $310 $309 $314 $311 $498.4\n\n(e) Remedies for Monsanto. Subject to Section 10.4(g), in case of termination by Monsanto upon any of the Events of Default by the Agent specified in Section 10.4(b)(1)-(3), Monsanto shall be entitled to exercise all remedies available to it, either at law or in equity. In the case of termination by Monsanto upon any of the Events of Default specified in Sections 10.4(b) (6), (7) and (9), the remedies of Monsanto shall be limited to (i) termination of this Agreement and (ii) the recovery of reasonable and customary out-of-pocket expenses incurred by Monsanto in transferring the Agent's duties hereunder to a new agent; provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM.", "probability": 0.006510336092541188 }, { "score": 9.718052864074707, "text": "Upon termination of this Agreement by the Agent pursuant to Section 10.5(a), Monsanto shall pay to the Agent the Termination Fee applicable pursuant to the Table set forth in Section 10.4(d).", "probability": 0.005758104696373946 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Audit Rights": [ { "score": 13.50312614440918, "text": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records.", "probability": 0.23154778400018347 }, { "score": 13.343975067138672, "text": "From time to time, as Monsanto or the Steering Committee may request, the Agent shall permit, upon reasonable request and during normal business hours, representatives of Monsanto or the Steering Committee to inspect, with regard to Roundup Products, the Agent's inventories, warehousing, and shipping procedures.", "probability": 0.19747957974985358 }, { "score": 13.29909610748291, "text": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records.", "probability": 0.18881283354161693 }, { "score": 12.801459312438965, "text": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records. The audit shall be at the cost of Monsanto unless any material error has been committed by the Agent, in which case the Agent shall bear the cost of the audit.", "probability": 0.1147917285836185 }, { "score": 12.290939331054688, "text": "From time to time, as Monsanto or the Steering Committee may request, the Agent shall permit, upon reasonable request and during normal business hours, representatives of Monsanto or the Steering Committee to inspect, with regard to Roundup Products, the Agent's inventories, warehousing, and shipping procedures.", "probability": 0.06889609149795287 }, { "text": "", "score": 12.26325798034668, "probability": 0.06701510880574975 }, { "score": 12.260941505432129, "text": "The audit shall be at the cost of Monsanto unless any material error has been committed by the Agent, in which case the Agent shall bear the cost of the audit.", "probability": 0.06686004965196335 }, { "score": 11.079212188720703, "text": "At all times, the Agent shall make available via computer and/or original documentation, to the members of the Global Support Team continuous access to the Roundup Records as appropriate on a need-to-know basis, such access shall include, but not be limited to, daily sales updates and additional financial reporting with such detail as Monsanto may reasonably request from time to time.", "probability": 0.020509174177821107 }, { "score": 10.421439170837402, "text": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records. The audit shall be at the cost of Monsanto unless any material error has been committed by the Agent, in which case the Agent shall bear the cost of the audit. Upon exercise of its right of audit, and discovery of any disputed item, Monsanto shall provide written notice of dispute to the Agent.", "probability": 0.01062382679078321 }, { "score": 10.369356155395508, "text": "From time to time, as Monsanto or the Steering Committee may request, the Agent shall permit, upon reasonable request and during normal business hours, representatives of Monsanto or the Steering Committee to inspect, with regard to Roundup Products, the Agent's inventories, warehousing, and shipping procedures", "probability": 0.01008466823088928 }, { "score": 10.037948608398438, "text": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records", "probability": 0.007239909646711854 }, { "score": 9.880921363830566, "text": "The audit shall be at the cost of Monsanto unless any material error has been committed by the Agent, in which case the Agent shall bear the cost of the audit. Upon exercise of its right of audit, and discovery of any disputed item, Monsanto shall provide written notice of dispute to the Agent.", "probability": 0.00618781157396901 }, { "score": 9.461682319641113, "text": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records", "probability": 0.004068776897991984 }, { "score": 8.710114479064941, "text": "To the extent not otherwise provided herein, upon termination of this Agreement, the Agent shall immediately deliver to Monsanto all records, books, and other property of Monsanto.", "probability": 0.0019189431604931086 }, { "score": 8.273219108581543, "text": "Upon exercise of its right of audit, and discovery of any disputed item, Monsanto shall provide written notice of dispute to the Agent.", "probability": 0.001239712163878257 }, { "score": 8.001830101013184, "text": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records. The audit shall be at the cost of Monsanto unless any material error has been committed by the Agent, in which case the Agent shall bear the cost of the audit. Upon exercise of its right of audit, and discovery of any disputed item, Monsanto shall provide written notice of dispute to the Agent. The parties shall resolve such dispute in the manner set forth in Section 3.4 hereof.", "probability": 0.000945057241032725 }, { "score": 7.56681489944458, "text": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records. The audit shall be at the cost of Monsanto unless any material error has been committed by the Agent, in which case the Agent shall bear the cost of the audit. Upon exercise of its right of audit, and discovery of any disputed item, Monsanto shall provide written notice of dispute to the Agent", "probability": 0.0006116928617250532 }, { "score": 7.461312770843506, "text": "The audit shall be at the cost of Monsanto unless any material error has been committed by the Agent, in which case the Agent shall bear the cost of the audit. Upon exercise of its right of audit, and discovery of any disputed item, Monsanto shall provide written notice of dispute to the Agent. The parties shall resolve such dispute in the manner set forth in Section 3.4 hereof.", "probability": 0.0005504456198085879 }, { "score": 7.026297092437744, "text": "The audit shall be at the cost of Monsanto unless any material error has been committed by the Agent, in which case the Agent shall bear the cost of the audit. Upon exercise of its right of audit, and discovery of any disputed item, Monsanto shall provide written notice of dispute to the Agent", "probability": 0.00035627841492862566 }, { "score": 6.713292598724365, "text": "Physical inventories shall be conducted by September 30 of every calendar year and Monsanto shall have the right to request physical counts on specific product at any time upon reasonable request (which shall be at Monsanto's cost if there are more than two such counts in any Program Year) and to observe or conduct physical counts with Monsanto's representatives;", "probability": 0.00026052738902869325 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Uncapped Liability": [ { "text": "", "score": 12.386407852172852, "probability": 0.6098918362982858 }, { "score": 10.639707565307617, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n\n45\n\n\n\n\n\nto Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.10633360160405657 }, { "score": 10.417881965637207, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant", "probability": 0.08517906923217208 }, { "score": 10.021160125732422, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n\n45\n\n\n\n\n\nto Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.05728471862335481 }, { "score": 9.9239501953125, "text": "The Agent shall not take any action or fail to take any action that materially adversely impacts the Roundup brand or the Ag Market; provided, however, that the Agent shall have no liability for any event resulting primarily by an act or omission of Monsanto or its Affiliates.", "probability": 0.0519781775002112 }, { "score": 8.948184967041016, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant", "probability": 0.0195907739537482 }, { "score": 8.54627513885498, "text": "arbitration in accordance with the provisions of Section 10.4(g) of this Agreement within ninety (90) days of receipt of such notice from the Agent, then that Brand Decline Event shall be deemed to have occurred as of the date of such notice, and thereafter the Agent shall be entitled to either, as the Agent's sole remedy, (x) terminate this Agreement, which termination shall be effective at the end of the third (3rd) full Program Year following the Program Year in which the Agent delivers notice of termination pursuant to this Section 10.5(d)(ii), or (y) not terminate this Agreement and be entitled to the Additional Commission Amount (in addition to the Commission) set forth in Section 10.5(d)(iv) below, which Additional Commission Amount shall be subject to all other terms and conditions of this Agreement with respect to the Commission, except as otherwise expressly stated in this Section 10.5(d).", "probability": 0.013107032399831933 }, { "score": 8.475824356079102, "text": "to Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.012215408269958688 }, { "score": 8.2589111328125, "text": "The Agent shall not take any action or fail to take any action that materially adversely impacts the Roundup brand or the Ag Market; provided, however, that the Agent shall have no liability for any event resulting primarily by an act or omission of Monsanto or its Affiliates.", "probability": 0.00983340147722162 }, { "score": 7.945176124572754, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n", "probability": 0.007185390707714081 }, { "score": 7.64240837097168, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n", "probability": 0.005308355787151266 }, { "score": 7.430968284606934, "text": "The Agent may terminate this Agreement in accordance with the provisions of Section 10.4(g) upon:\n\n(1) a Material Breach of this Agreement committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by Monsanto and established in accordance with the provisions of Section 10.", "probability": 0.004296677528877348 }, { "score": 7.286007881164551, "text": "as to Monsanto, a breach of this Agreement, which, as initially determined by Agent, with the written agreement of Monsanto, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) has not been cured within ninety (90) days after written notice thereof has been provided to Monsanto in accordance with Section 11.9 hereof; and (iii) is not remediable either by the payment of damages by Monsanto to Agent or by a decree of specific performance issued against Monsanto.", "probability": 0.0037168690210914483 }, { "score": 7.000657558441162, "text": "infringes or otherwise is covered by the intellectual property of a third party, except for any conflict or infringement which would not have a material adverse effect.", "probability": 0.0027941594562705513 }, { "score": 6.911612510681152, "text": "(b) as to Monsanto, a breach of this Agreement, which, as initially determined by Agent, with the written agreement of Monsanto, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) has not been cured within ninety (90) days after written notice thereof has been provided to Monsanto in accordance with Section 11.9 hereof; and (iii) is not remediable either by the payment of damages by Monsanto to Agent or by a decree of specific performance issued against Monsanto.", "probability": 0.0025561092608401745 }, { "score": 6.852161407470703, "text": "In the case of termination by Monsanto upon any of the Events of Default specified in Sections 10.4(b) (6), (7) and (9), the remedies of Monsanto shall be limited to (i) termination of this Agreement and (ii) the recovery of reasonable and customary out-of-pocket expenses incurred by Monsanto in transferring the Agent's duties hereunder to a new agent; provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM.\n\n(f) Exclusive Remedy. The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n\n45\n\n\n\n\n\nto Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.0024085747419982247 }, { "score": 6.728710651397705, "text": "to Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.0021288553121463355 }, { "score": 6.541881084442139, "text": "The Arbitrators' award shall, as applicable, include the following:\n\n(i) to the extent that the Arbitrators determine that the Claimant has suffered monetary damages as a result of those act(s) or omissions(s) determined to have occurred which constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be, a monetary award in the amount of those damages;", "probability": 0.0017660666748022457 }, { "score": 6.227701187133789, "text": "The parties acknowledge and agree that the extent of damages to one party (the \"non- breaching party\") in the event of an actual or threatened breach of this Section 6.13 by the other party (the \"breaching party\") may be impossible to ascertain and there may be available to the non-breaching party no adequate remedy at law to compensate the non-breaching party in the event of such an actual or threatened breach by the breaching party. Consequently, the parties agree that, in the event that either party breaches or threatens to breach any such covenant or agreement, the non-breaching party shall be entitled, in addition to any other remedy or relief to which it may be entitled, including without limitation, money damages, to seek to enforce any or all of such agreements or covenants against the breaching party by injunctive or other equitable relief ordered by any court of competent jurisdiction.", "probability": 0.0012899132381477268 }, { "score": 6.099766731262207, "text": "Consequently, the parties agree that, in the event that either party breaches or threatens to breach any such covenant or agreement, the non-breaching party shall be entitled, in addition to any other remedy or relief to which it may be entitled, including without limitation, money damages, to seek to enforce any or all of such agreements or covenants against the breaching party by injunctive or other equitable relief ordered by any court of competent jurisdiction.", "probability": 0.001135008912119614 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Cap On Liability": [ { "score": 12.44352912902832, "text": "In the case of termination by Monsanto upon any of the Events of Default specified in Sections 10.4(b) (6), (7) and (9), the remedies of Monsanto shall be limited to (i) termination of this Agreement and (ii) the recovery of reasonable and customary out-of-pocket expenses incurred by Monsanto in transferring the Agent's duties hereunder to a new agent; provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM.", "probability": 0.2304275200269837 }, { "score": 12.265901565551758, "text": "In the case of termination by Monsanto upon any of the Events of Default specified in Sections 10.4(b) (6), (7) and (9), the remedies of Monsanto shall be limited to (i) termination of this Agreement and (ii) the recovery of reasonable and customary out-of-pocket expenses incurred by Monsanto in transferring the Agent's duties hereunder to a new agent; provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM.\n\n(f) Exclusive Remedy. The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n\n45\n\n\n\n\n\nto Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.1929264065113607 }, { "text": "", "score": 12.191215515136719, "probability": 0.17904241845197705 }, { "score": 11.93680477142334, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n\n45\n\n\n\n\n\nto Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.13882470312551382 }, { "score": 11.2357816696167, "text": "In the case of termination by Monsanto upon any of the Events of Default specified in Sections 10.4(b) (6), (7) and (9), the remedies of Monsanto shall be limited to (i) termination of this Agreement and (ii) the recovery of reasonable and customary out-of-pocket expenses incurred by Monsanto in transferring the Agent's duties hereunder to a new agent; provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM.\n\n(f) Exclusive Remedy. The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n", "probability": 0.06886781253636076 }, { "score": 10.906684875488281, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n", "probability": 0.04955544346232789 }, { "score": 10.732385635375977, "text": "In the case of termination by Monsanto upon any of the Events of Default specified in Sections 10.4(b) (6), (7) and (9), the remedies of Monsanto shall be limited to (i) termination of this Agreement and (ii) the recovery of reasonable and customary out-of-pocket expenses incurred by Monsanto in transferring the Agent's duties hereunder to a new agent; provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM.\n\n(f) Exclusive Remedy. The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant", "probability": 0.04162882652475238 }, { "score": 10.403287887573242, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant", "probability": 0.029954966128684396 }, { "score": 10.037189483642578, "text": "The Arbitrators' award shall, as applicable, include the following:\n\n(i) to the extent that the Arbitrators determine that the Claimant has suffered monetary damages as a result of those act(s) or omissions(s) determined to have occurred which constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be, a monetary award in the amount of those damages;", "probability": 0.020771808792180355 }, { "score": 9.135226249694824, "text": "Unless previously provided, if the value of this Agreement exceeds $10,000, the Agent shall provide a Certificate of Nonsegregated Facilities to Monsanto.", "probability": 0.008428623619007472 }, { "score": 8.836589813232422, "text": "to Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.006252597956714214 }, { "score": 8.818011283874512, "text": "to Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.006137506309205428 }, { "score": 8.521219253540039, "text": "The Arbitrators' award shall, as applicable, include the following:\n\n(i) to the extent that the Arbitrators determine that the Claimant has suffered monetary damages as a result of those act(s) or omissions(s) determined to have occurred which constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be, a monetary award in the amount of those damages;\n\n(ii) to the extent that the Arbitrators determine that the harm resulting from those act(s) or omissions(s) determined to have occurred can be cured, in whole or in part by a decree of specific performance, such a decree of specific performance implementing such determination as can be submitted to and made the order of a Court of competent jurisdiction;\n\n(iii) to the extent that the Arbitrators determine that those act(s) or omissions(s) determined to have occurred constitute a Material Breach, a Material Fraud, or Material Willful Misconduct, as the case may be, an award authorizing the Claimant to immediately terminate this Agreement, together with damages or specific performance, if determined by the Arbitrators to be appropriate;", "probability": 0.004561385845140994 }, { "score": 8.519662857055664, "text": "arbitration in accordance with the provisions of Section 10.4(g) of this Agreement within ninety (90) days of receipt of such notice from the Agent, then that Brand Decline Event shall be deemed to have occurred as of the date of such notice, and thereafter the Agent shall be entitled to either, as the Agent's sole remedy, (x) terminate this Agreement, which termination shall be effective at the end of the third (3rd) full Program Year following the Program Year in which the Agent delivers notice of termination pursuant to this Section 10.5(d)(ii), or (y) not terminate this Agreement and be entitled to the Additional Commission Amount (in addition to the Commission) set forth in Section 10.5(d)(iv) below, which Additional Commission Amount shall be subject to all other terms and conditions of this Agreement with respect to the Commission, except as otherwise expressly stated in this Section 10.5(d).", "probability": 0.004554292042064808 }, { "score": 8.369913101196289, "text": "The Arbitrators' award shall, as applicable, include the following:", "probability": 0.003920896546203823 }, { "score": 8.337667465209961, "text": "If Monsanto does not contest the occurrence of the alleged Brand Decline Event by submitting such alleged Brand Decline Event to resolution through\n\n49\n\n\n\n\n\narbitration in accordance with the provisions of Section 10.4(g) of this Agreement within ninety (90) days of receipt of such notice from the Agent, then that Brand Decline Event shall be deemed to have occurred as of the date of such notice, and thereafter the Agent shall be entitled to either, as the Agent's sole remedy, (x) terminate this Agreement, which termination shall be effective at the end of the third (3rd) full Program Year following the Program Year in which the Agent delivers notice of termination pursuant to this Section 10.5(d)(ii), or (y) not terminate this Agreement and be entitled to the Additional Commission Amount (in addition to the Commission) set forth in Section 10.5(d)(iv) below, which Additional Commission Amount shall be subject to all other terms and conditions of this Agreement with respect to the Commission, except as otherwise expressly stated in this Section 10.5(d).", "probability": 0.0037964814456419175 }, { "score": 8.089502334594727, "text": "provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM.", "probability": 0.002962132866366487 }, { "score": 8.026885032653809, "text": "The Arbitrators' award shall, as applicable, include the following:\n\n(i) to the extent that the Arbitrators determine that the Claimant has suffered monetary damages as a result of those act(s) or omissions(s) determined to have occurred which constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be, a monetary award in the amount of those damages;\n\n(ii) to the extent that the Arbitrators determine that the harm resulting from those act(s) or omissions(s) determined to have occurred can be cured, in whole or in part by a decree of specific performance, such a decree of specific performance implementing such determination as can be submitted to and made the order of a Court of competent jurisdiction;", "probability": 0.0027823399154385344 }, { "score": 7.911874771118164, "text": "provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM.\n\n(f) Exclusive Remedy. The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n\n45\n\n\n\n\n\nto Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.0024800581521268027 }, { "score": 7.7567901611328125, "text": "The Arbitrators' award shall, as applicable, include the following:\n\n(i) to the extent that the Arbitrators determine that the Claimant has suffered monetary damages as a result of those act(s) or omissions(s) determined to have occurred which constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be, a monetary award in the amount of those damages", "probability": 0.002123779741948378 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Liquidated Damages": [ { "text": "", "score": 12.147791862487793, "probability": 0.16983788107682085 }, { "score": 11.973573684692383, "text": "Upon termination of this Agreement by the Agent pursuant to Section 10.5(a), Monsanto shall pay to the Agent the Termination Fee applicable pursuant to the Table set forth in Section 10.4(d).", "probability": 0.1426831108909421 }, { "score": 11.366626739501953, "text": "The Arbitrators' award shall, as applicable, include the following:\n\n(i) to the extent that the Arbitrators determine that the Claimant has suffered monetary damages as a result of those act(s) or omissions(s) determined to have occurred which constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be, a monetary award in the amount of those damages;", "probability": 0.07776404814968212 }, { "score": 11.352386474609375, "text": "The Termination Fee payable shall vary in accordance with the Table hereunder:\n\nProgram Year Termination Fee\n\n2015 P rog ram Yea r and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM.", "probability": 0.07666451490790975 }, { "score": 11.117908477783203, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n\n45\n\n\n\n\n\nto Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.06064037689589355 }, { "score": 10.829690933227539, "text": "The Arbitrators' award shall, as applicable, include the following:\n\n(i) to the extent that the Arbitrators determine that the Claimant has suffered monetary damages as a result of those act(s) or omissions(s) determined to have occurred which constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be, a monetary award in the amount of those damages;", "probability": 0.0454559357683982 }, { "score": 10.812725067138672, "text": "In the event that the Agent or any of its Affiliates acquires the Roundup Business in a Roundup Sale, the Termination Fee that would have been payable to the Agent upon a termination pursuant to Section 10.4(a) (2) shall be credited against the purchase price to be paid by the Agent or such Affiliate in the Roundup Sale.", "probability": 0.04469124164070625 }, { "score": 10.805994033813477, "text": "In the event that the Agent or any of its Affiliates acquires the Roundup Business in a Roundup Sale, the Termination Fee that would have been payable to the Agent upon a termination pursuant to Section 10.4(a) (2) shall be credited against the purchase price to be paid by the Agent or such Affiliate in the Roundup Sale.", "probability": 0.04439143354496494 }, { "score": 10.795882225036621, "text": "For example, if the Roundup Sale occurs in 2033 (all expressed in $MM):\n\n2015 2030 2031 2032 3 year Avg Termination Fee $186.4 $310 $309 $314 $311 $498.4", "probability": 0.04394481771007071 }, { "score": 10.764715194702148, "text": "The Termination Fee payable shall vary in accordance with the Table hereunder:\n\nProgram Year Termination Fee\n\n2015 P rog ram Yea r and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM.\n\nFor example, if the Roundup Sale occurs in 2033 (all expressed in $MM):\n\n2015 2030 2031 2032 3 year Avg Termination Fee $186.4 $310 $309 $314 $311 $498.4", "probability": 0.0425963118627414 }, { "score": 10.638795852661133, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant", "probability": 0.037556570070534985 }, { "score": 10.582913398742676, "text": "Except for termination of this Agreement by Monsanto upon any Event of Default, a Termination Fee (as specified in Section 10.4.(d)) shall only be paid either by Monsanto or by the successor to the Roundup Business, as the case may be, upon the following terms and conditions:", "probability": 0.035515381260052555 }, { "score": 10.295503616333008, "text": "The Arbitrators' award shall, as applicable, include the following:\n\n(i) to the extent that the Arbitrators determine that the Claimant has suffered monetary damages as a result of those act(s) or omissions(s) determined to have occurred which constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be, a monetary award in the amount of those damages;\n\n(ii) to the extent that the Arbitrators determine that the harm resulting from those act(s) or omissions(s) determined to have occurred can be cured, in whole or in part by a decree of specific performance, such a decree of specific performance implementing such determination as can be submitted to and made the order of a Court of competent jurisdiction;\n\n(iii) to the extent that the Arbitrators determine that those act(s) or omissions(s) determined to have occurred constitute a Material Breach, a Material Fraud, or Material Willful Misconduct, as the case may be, an award authorizing the Claimant to immediately terminate this Agreement, together with damages or specific performance, if determined by the Arbitrators to be appropriate;", "probability": 0.026643789796064514 }, { "score": 10.19162654876709, "text": "For example, if the Roundup Sale occurs in 2033 (all expressed in $MM):", "probability": 0.024015009425494907 }, { "score": 10.160459518432617, "text": "The Termination Fee payable shall vary in accordance with the Table hereunder:\n\nProgram Year Termination Fee\n\n2015 P rog ram Yea r and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM.\n\nFor example, if the Roundup Sale occurs in 2033 (all expressed in $MM):", "probability": 0.02327807655555773 }, { "score": 10.139321327209473, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant", "probability": 0.022791184262642154 }, { "score": 10.039946556091309, "text": "(1) in the event the Agreement is effectively terminated by either Monsanto or its successor or by the Agent upon Material Breach, Material Fraud or Material Willful Misconduct by Monsanto as provided for in Section 10.5.(c);\n\n(2) no later than the effective date of the applicable termination notice and no later than the effective date of the termination; and\n\n(3) only in the event the Agent does not become the successor to the Roundup Business, in which case the Termination Fee shall not be paid but shall be credited against the purchase price as described in Section 10.4(d).", "probability": 0.020635214021552835 }, { "score": 10.030157089233398, "text": "The Termination Fee payable shall vary in accordance with the Table hereunder:\n\nProgram Year Termination Fee\n\n2015 P rog ram Yea r and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM", "probability": 0.02043419183319673 }, { "score": 10.020930290222168, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n\n45\n\n\n\n\n\nto Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "probability": 0.020246516803539727 }, { "score": 10.019342422485352, "text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n", "probability": 0.020214393523234106 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Warranty Duration": [ { "text": "", "score": 11.952486038208008, "probability": 0.6200111951399363 }, { "score": 10.352629661560059, "text": "If the Agent fails to agree in writing to accept the Product Offer within such ninety (90) days of receipt, then Monsanto shall have the exclusive right to manufacture, package, promote, distribute, and sell such New Product in the Included Markets, regardless of any actual or potential conflict with the terms of Agreement.", "probability": 0.12519608120611467 }, { "score": 9.775379180908203, "text": "For Roundup Products with which Monsanto offers a \"written warranty,\" whether within the meaning of the Magnuson-Moss Warranty--Federal Trade Commission Improvement Act, 15 United States Code Annotated, Section 2301, or otherwise, Monsanto shall honor those warranties in accordance with such terms.", "probability": 0.07029007985411152 }, { "score": 9.122072219848633, "text": "For Roundup Products with which Monsanto offers a \"written warranty,\" whether within the meaning of the Magnuson-Moss Warranty--Federal Trade Commission Improvement Act, 15 United States Code Annotated, Section 2301, or otherwise, Monsanto shall honor those warranties in accordance with such terms.", "probability": 0.03657349201779169 }, { "score": 8.689481735229492, "text": "In the event that the Agent offers in writing a product to Monsanto pursuant to the terms of this Section 6.10(e) and Monsanto does not accept such product in writing within 90 days of the Agent's offer, the Agent may market such product at its own discretion utilizing an alternative trademark from those licensed to Monsanto pursuant to Section 6.10(c) (which alternative trademark is not identical or materially similar to the Canada Trademarks.", "probability": 0.02372983771410448 }, { "score": 8.575277328491211, "text": "within ninety (90) days of receipt of the Product Offer to accept the New Product, then such New Product shall be, without further action or amendment, included within the definition of Roundup Products and be subject to the terms and conditions of this Agreement. In such event, the parties shall adjust the Commission Thresholds to reflect this additional source of revenue unless the New Product is a Glyphosate-based product or an improvement of any existing Roundup Products in which case the Commission Thresholds shall remain the same. If the Agent fails to agree in writing to accept the Product Offer within such ninety (90) days of receipt, then Monsanto shall have the exclusive right to manufacture, package, promote, distribute, and sell such New Product in the Included Markets, regardless of any actual or potential conflict with the terms of Agreement.", "probability": 0.021168809002737658 }, { "score": 8.518536567687988, "text": "If the Agent agrees in writing", "probability": 0.020001115840714824 }, { "score": 8.324783325195312, "text": "within ninety (90) days of receipt of the Product Offer to accept the New Product, then such New Product shall be, without further action or amendment, included within the definition of Roundup Products and be subject to the terms and conditions of this Agreement.", "probability": 0.016478142760199287 }, { "score": 8.312034606933594, "text": "If the Agent fails to agree in writing to accept the Product Offer within such ninety (90) days of receipt, then Monsanto shall have the exclusive right to manufacture, package, promote, distribute, and sell such New Product in the Included Markets, regardless of any actual or potential conflict with the terms of Agreement.", "probability": 0.016269400982949517 }, { "score": 8.251175880432129, "text": "If the Agent agrees in writing\n\n30\n\n\n\n\n\nwithin ninety (90) days of receipt of the Product Offer to accept the New Product, then such New Product shall be, without further action or amendment, included within the definition of Roundup Products and be subject to the terms and conditions of this Agreement. In such event, the parties shall adjust the Commission Thresholds to reflect this additional source of revenue unless the New Product is a Glyphosate-based product or an improvement of any existing Roundup Products in which case the Commission Thresholds shall remain the same. If the Agent fails to agree in writing to accept the Product Offer within such ninety (90) days of receipt, then Monsanto shall have the exclusive right to manufacture, package, promote, distribute, and sell such New Product in the Included Markets, regardless of any actual or potential conflict with the terms of Agreement.", "probability": 0.015308793115994613 }, { "score": 8.000680923461914, "text": "If the Agent agrees in writing\n\n30\n\n\n\n\n\nwithin ninety (90) days of receipt of the Product Offer to accept the New Product, then such New Product shall be, without further action or amendment, included within the definition of Roundup Products and be subject to the terms and conditions of this Agreement.", "probability": 0.011916600402264818 }, { "score": 7.113908290863037, "text": "In the event that the Agent offers in writing a product to Monsanto pursuant to the terms of this Section 6.10(e) and Monsanto does not accept such product in writing within 90 days of the Agent's offer, the Agent may market such product at its own discretion utilizing an alternative trademark from those licensed to Monsanto pursuant to Section 6.10(c) (which alternative trademark is not identical or materially similar to the Canada Trademarks.\n\n(f) The marketing, sale and distribution of each of the Natural Products in Canada shall be governed in all respects by the terms and conditions of this Agreement, including without limitation, the calculation of the Commission pursuant to Section 3.6 hereof. Following the inclusion of the Natural Products in the Roundup L&G Business in Canada, and fully consistent", "probability": 0.004909439532914544 }, { "score": 6.732748031616211, "text": "Effective as of September 30, 1998", "probability": 0.0033534830695759925 }, { "score": 6.658812522888184, "text": "In the event of a termination of this Agreement by Monsanto pursuant to Section 10.4(a)(2) hereof, or by the Agent pursuant to Section 10.6(c)(1) hereof, then notwithstanding the provisions of Section 6.13 hereof, either party may, no earlier than three (3) years prior to the expiration of the Noncompetition Period, commence non- commercial activities (including formulation development, regulatory registrations, packaging and delivery systems development, and advertising and promotional material development and any other activities not prohibited by Section 6.13 of this Agreement during the Noncompetition Period, but excluding consumer-facing efforts or communications) for the sole purpose of such party's preparation to launch any competing product upon expiration of the Noncompetition Period; and provided, that either party may, no earlier than twelve (12) months prior to the expiration of the Noncompetition Period, engage with retail customers for the sole purpose of selling-in competing products (provided that no product may be shipped to a retail customer or distributor prior to the end of the Noncompetition Period).", "probability": 0.0031144856531559015 }, { "score": 6.520722389221191, "text": "The Agent shall manage requests by Customers that Roundup Products, previously sold or shipped, should be returned for credit, either because such Roundup Products are defective or for some other reason.", "probability": 0.0027127798541094223 }, { "score": 6.358579158782959, "text": "For a period of sixty (60) days from the last date of receipt by the Agent of the Roundup Sale Notice and any related Roundup Offering Materials as set forth in Section 10.6(a)(ii) (the \"Exclusive Roundup Sale Period\"), Monsanto agrees to negotiate in good faith with the Agent on an exclusive basis with respect to any potential Roundup Sale.", "probability": 0.002306729349263358 }, { "score": 6.35584831237793, "text": "If any notice required or permitted hereunder is to be given a fixed amount of time before a specified event, such notice may be given any time before such fixed amount of time (e.g., a notice to be given 30 days prior to an event may be given at any time longer than 30 days prior to such event).", "probability": 0.002300438619130868 }, { "score": 6.0756611824035645, "text": "The Agent shall cooperate with Monsanto, and promptly take such actions as requested by Monsanto, with respect to any defective product including any \"stop-sales\" or recalls for Roundup Products.", "probability": 0.0017383087864397014 }, { "score": 5.795246601104736, "text": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person", "probability": 0.0013132409604037355 }, { "score": 5.790900707244873, "text": "within ninety (90) days of receipt of the Product Offer to accept the New Product, then such New Product shall be, without further action or amendment, included within the definition of Roundup Products and be subject to the terms and conditions of this Agreement", "probability": 0.0013075461380871402 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Insurance": [ { "score": 13.00851058959961, "text": "The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance.", "probability": 0.6398060896687195 }, { "text": "", "score": 12.192777633666992, "probability": 0.2829958376598296 }, { "score": 10.0673828125, "text": "There are no material disputes with underwriters under the Agent's insurance policies; each such policy is valid and enforceable in accordance with its terms and is in full force and effect; there exists no default by the Agent under any such policy, and there has been no material misrepresentation or inaccuracy in any application therefor, which default, misrepresentation or inaccuracy would give the insurer the right to terminate such policy, binder, or fidelity bond or to refuse to pay a claim thereunder; and the Agent has not received notice of cancellation or non-renewal of any such policy.", "probability": 0.033785690959241235 }, { "score": 9.335737228393555, "text": "The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance. Further, each party shall make all contributions and pay all payroll taxes required under federal social security laws and state unemployment compensation laws or other payments under any laws of a similar character as to its own personnel involved in the Roundup L&G Business (including any purported \"independent", "probability": 0.016254857453865026 }, { "score": 8.956472396850586, "text": "The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance. Further, each party shall make all contributions and pay all payroll taxes required under federal social security laws and state unemployment compensation laws or other payments under any laws of a similar character as to its own personnel involved in the Roundup L&G Business (including any purported \"independent\n\n29\n\n\n\n\n\ncontractors\" subsequently classified by any authority under any Law, as an employee) in connection with the performance of this Agreement.", "probability": 0.011124244913476206 }, { "score": 8.005661010742188, "text": "The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance. Further, each party shall make all contributions and pay all payroll taxes required under federal social security laws and state unemployment compensation laws or other payments under any laws of a similar character as to its own personnel involved in the Roundup L&G Business (including any purported \"independent\n", "probability": 0.004298712531957956 }, { "score": 7.20363187789917, "text": "The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance", "probability": 0.0019276206795336762 }, { "score": 7.077236175537109, "text": "The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent", "probability": 0.0016987466789574936 }, { "score": 7.040478706359863, "text": "Product liability Insurance and direct costs associated with product liability1 Direct, based on claims activity.", "probability": 0.0016374387157195673 }, { "score": 6.930659770965576, "text": "Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance.", "probability": 0.0014671391189156084 }, { "score": 6.926219940185547, "text": "The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance. Further, each party shall make all contributions and pay all payroll taxes required under federal social security laws and state unemployment compensation laws or other payments under any laws of a similar character as to its own personnel involved in the Roundup L&G Business (including any purported \"independent\n\n29\n\n\n\n\n\ncontractors\" subsequently classified by any authority under any Law, as an employee) in connection with the performance of this Agreement", "probability": 0.001460639708314895 }, { "score": 6.200998306274414, "text": "There are no material disputes with underwriters under the Agent's insurance policies; each such policy is valid and enforceable in accordance with its terms and is in full force and effect;", "probability": 0.0007072669254214802 }, { "score": 6.142076015472412, "text": "Product liability Insurance and direct costs associated with product liability", "probability": 0.0006667971324529011 }, { "score": 5.794397354125977, "text": "There are no material disputes with underwriters under the Agent's insurance policies", "probability": 0.0004709760243759599 }, { "score": 5.620813369750977, "text": "There are no material disputes with underwriters under the Agent's insurance policies;", "probability": 0.00039592436862191915 }, { "score": 5.2985124588012695, "text": "The", "probability": 0.0002868393473598056 }, { "score": 5.2411370277404785, "text": "There are no material disputes with underwriters under the Agent's insurance policies; each such policy is valid and enforceable in accordance with its terms and is in full force and effect", "probability": 0.00027084504364500317 }, { "score": 5.210268974304199, "text": "The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance. Further", "probability": 0.0002626123024075083 }, { "score": 5.161008358001709, "text": "Recognizing that, as Monsanto's exclusive agent for sale and distribution of Roundup Products, the Agent is to promote the sale of Roundup Products in the manner described in Section 2.2(a)(7), the Agent shall cause its appropriate officers and other management to devote an appropriate portion of their personal efforts to the sale and distribution of Roundup Products covered by this Agreement. Further, the Agent shall ensure that the appropriate personnel are compensated in a manner reasonably intended to encourage them to promote the sale of Roundup Products in a commercially reasonable manner generally consistent with other products or product lines, of similar volume or having similar margins (as compared to the overall Roundup P&L margins), of the Agent.\n\nSection 6.5 Insurance. The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance.", "probability": 0.0002499893189966457 }, { "score": 5.085169315338135, "text": "Insurance. The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance.", "probability": 0.000231731448187898 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Covenant Not To Sue": [ { "score": 14.506051063537598, "text": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of said Canada Marks or OMS Investments, Inc.'s or the Agent's rights thereto.", "probability": 0.30771051023882895 }, { "score": 14.419271469116211, "text": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of the Additional Roundup Products Trademarks or the respective owner's rights thereto.", "probability": 0.2821333537342801 }, { "score": 14.241525650024414, "text": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of the Additional Roundup Products Trademarks or the respective owner's rights thereto.", "probability": 0.2361894000283812 }, { "score": 13.457664489746094, "text": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of said Canada Marks or OMS Investments, Inc.'s or the Agent's rights thereto.", "probability": 0.10785339652394653 }, { "text": "", "score": 12.187004089355469, "probability": 0.03026864823104513 }, { "score": 11.09496021270752, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:", "probability": 0.010156039857243265 }, { "score": 10.468052864074707, "text": "If Monsanto does not contest the occurrence of the alleged Brand Decline Event by submitting such alleged Brand Decline Event to resolution through\n\n49\n\n\n\n\n\narbitration in accordance with the provisions of Section 10.4(g) of this Agreement within ninety (90) days of receipt of such notice from the Agent, then that Brand Decline Event shall be deemed to have occurred as of the date of such notice, and thereafter the Agent shall be entitled to either, as the Agent's sole remedy, (x) terminate this Agreement, which termination shall be effective at the end of the third (3rd) full Program Year following the Program Year in which the Agent delivers notice of termination pursuant to this Section 10.5(d)(ii), or (y) not terminate this Agreement and be entitled to the Additional Commission Amount (in addition to the Commission) set forth in Section 10.5(d)(iv) below, which Additional Commission Amount shall be subject to all other terms and conditions of this Agreement with respect to the Commission, except as otherwise expressly stated in this Section 10.5(d).", "probability": 0.005425777676740248 }, { "score": 10.388276100158691, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:", "probability": 0.005009742295691152 }, { "score": 9.921960830688477, "text": "arbitration in accordance with the provisions of Section 10.4(g) of this Agreement within ninety (90) days of receipt of such notice from the Agent, then that Brand Decline Event shall be deemed to have occurred as of the date of such notice, and thereafter the Agent shall be entitled to either, as the Agent's sole remedy, (x) terminate this Agreement, which termination shall be effective at the end of the third (3rd) full Program Year following the Program Year in which the Agent delivers notice of termination pursuant to this Section 10.5(d)(ii), or (y) not terminate this Agreement and be entitled to the Additional Commission Amount (in addition to the Commission) set forth in Section 10.5(d)(iv) below, which Additional Commission Amount shall be subject to all other terms and conditions of this Agreement with respect to the Commission, except as otherwise expressly stated in this Section 10.5(d).", "probability": 0.003142658841159878 }, { "score": 9.713817596435547, "text": "Monsanto further agrees that it will in no way", "probability": 0.002552124047012779 }, { "score": 9.346348762512207, "text": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of the Additional Roundup Products Trademarks or the respective owner's rights thereto.\n\n(l) Monsanto further acknowledges that the designs, graphics, packaging designs and other intellectual property, including trade dress and copyright, in the labels and packaging for the Additional Roundup Products or in association with the Additional Roundup Products Trademarks (the \"Additional Roundup Products Trade Dress\") are the exclusive property of the respective trade dress owners and that Monsanto has no right, title or interest in or to the Additional Roundup Products Trade Dress.", "probability": 0.0017673073872020136 }, { "score": 9.186630249023438, "text": "The Agent shall not take any action or fail to take any action that materially adversely impacts the Roundup brand or the Ag Market; provided, however, that the Agent shall have no liability for any event resulting primarily by an act or omission of Monsanto or its Affiliates.", "probability": 0.0015064239915572224 }, { "score": 8.998071670532227, "text": "If Monsanto does not contest the occurrence of the alleged Brand Decline Event by submitting such alleged Brand Decline Event to resolution through", "probability": 0.0012475480265781455 }, { "score": 8.849675178527832, "text": "Within fifteen (15) days after receipt of the notice, the Breaching Party shall send a response to the Claimant, in accordance with the notice provisions of Section 11.9 of this Agreement, in which the Breaching Party shall: (i) indicate whether it contests the asserted occurrence of the Material Breach, Material Fraud, or Material Willful Misconduct, as the case may be; and (ii) if it does contest such asserted occurrence, appoint a second arbitrator.", "probability": 0.0010754977247084741 }, { "score": 8.799236297607422, "text": "Monsanto acknowledges OMS Investments, Inc.'s exclusive ownership of all right, title and interest in and to the Canada Marks and agrees that Monsanto's use of the Canada Marks shall inure to the benefit of OMS Investments, Inc. Monsanto further agrees that it will in no way dispute, impugn or attack the validity of said Canada Marks or OMS Investments, Inc.'s or the Agent's rights thereto.", "probability": 0.00102259618527243 }, { "score": 8.60465145111084, "text": "Monsanto further agrees that it will in no way", "probability": 0.0008417769765678305 }, { "score": 8.186049461364746, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:\n\n(a) Sell Roundup Products at a price or under terms not permitted under the Annual Business Plan;\n\n(b) Possess or use any property of Monsanto, except to the extent necessary for Agent to perform its duties and obligations hereunder (e.g., in-store displays);\n\n(c) Hold itself out as authorized to make on behalf of Monsanto any oral or written warranty or representation regarding Roundup Products other than what is stated on the applicable Roundup Products label or in other written material furnished to the Agent by Monsanto; or\n\n14\n\n\n\n\n\n(d) Intentionally dilute, contaminate, adulterate, or substitute any Roundup Products.", "probability": 0.0005538606473220786 }, { "score": 8.117767333984375, "text": "Monsanto further agrees that it will in no way", "probability": 0.0005173041444102196 }, { "score": 8.114721298217773, "text": "Upon exercise of its right of audit, and discovery of any disputed item, Monsanto shall provide written notice of dispute to the Agent.", "probability": 0.0005157308149095901 }, { "score": 8.104140281677246, "text": "Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:\n\n(a) Sell Roundup Products at a price or under terms not permitted under the Annual Business Plan;\n\n(b) Possess or use any property of Monsanto, except to the extent necessary for Agent to perform its duties and obligations hereunder (e.g., in-store displays);", "probability": 0.0005103026271427974 } ], "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Third Party Beneficiary": [ { "text": "", "score": 12.157198905944824, "probability": 0.9887110058493835 }, { "score": 6.553333282470703, "text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.003642012658515841 }, { "score": 6.351335048675537, "text": "Monsanto acknowledges OMS Investments, Inc.'s exclusive ownership of all right, title and interest in and to the Canada Marks and agrees that Monsanto's use of the Canada Marks shall inure to the benefit of OMS Investments, Inc.", "probability": 0.0029758753267754606 }, { "score": 5.3286638259887695, "text": "(e) During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "probability": 0.001070222959917783 }, { "score": 5.127523422241211, "text": "The Agent represents and warrants that it is a licensee with the right to sublicense the Canada Marks, and that Monsanto's use of the Canada Marks, as described herein, shall not infringe upon the rights of any third party. The Agent agrees to hold harmless, indemnify, and defend Monsanto from any and all claims, demands, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from a breach of this warranty by the Agent. The Agent agrees to carry out at its expense, all procedures necessary to register and maintain the Canada\n\n31\n\n\n\n\n\nMarks in full force and effect and Monsanto agrees to cooperate with the Agent in providing any product sample or other required information to assist in the maintenance and renewal of the Canada Marks. 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5.159626007080078, "text": "\n\n25.", "probability": 0.0016625708334395547 }, { "score": 5.120044708251953, "text": "_____________________", "probability": 0.001598049463736567 }, { "score": 5.0727338790893555, "text": "Date:\n\n25.", "probability": 0.0015242050130712828 }, { "score": 3.984151601791382, "text": "\n\n25", "probability": 0.000513189910675643 }, { "score": 3.946871519088745, "text": "March 26, 2019", "probability": 0.0004944103746319431 }, { "score": 3.9296910762786865, "text": "____", "probability": 0.0004859887363518533 }, { "score": 3.9163260459899902, "text": "\nDated: ____________________", "probability": 0.0004795366940812633 }, { "score": 3.897258996963501, "text": "Date:\n\n25", "probability": 0.00047047996138972173 }, { "score": 3.872058391571045, "text": "This Agreement shall commence on the date specified in Exhibit \"B\".", "probability": 0.00045877172843978816 }, { "score": 3.7786900997161865, "text": "25.", "probability": 0.0004178758884443149 }, { "score": 3.5956788063049316, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.00034798980293262186 }, { "score": 3.5173652172088623, "text": "________________", "probability": 0.00032177726684718566 }, { "score": 3.4461116790771484, "text": "Date: Date:\n\n25.", "probability": 0.00029964728017782034 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Effective Date": [ { "score": 13.784741401672363, "text": "This Agreement shall commence on the date specified in Exhibit \"B\".", "probability": 0.7157327123227912 }, { "text": "", "score": 11.572900772094727, "probability": 0.07837195612473422 }, { "score": 11.23814582824707, "text": "March 26, 2019", "probability": 0.056076185248548766 }, { "score": 10.824699401855469, "text": "This Agreement shall commence on the date specified in Exhibit \"B\". Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "probability": 0.03708693646041376 }, { "score": 10.532031059265137, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.027676853441607772 }, { "score": 10.392864227294922, "text": "This Agreement shall commence on the date specified in Exhibit \"B", "probability": 0.024081155762614465 }, { "score": 10.258575439453125, "text": "Dated: ____________________", "probability": 0.021055058251252857 }, { "score": 9.823406219482422, "text": "____________________", "probability": 0.013625889301614992 }, { "score": 9.08859634399414, "text": "____________________", "probability": 0.006534930635905601 }, { "score": 9.053873062133789, "text": "OPENING DATE OF RESTAURANT\n\nRestaurant # 1 $40,000.00 Restaurant # 2 $30,000.00 Restaurant # 3 $30,000.00", "probability": 0.006311910795472443 }, { "score": 8.002522468566895, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n", "probability": 0.002205794711506408 }, { "score": 7.8629255294799805, "text": "TERMINATION BY DEVELOPER; EXPIRATION DATE.", "probability": 0.0019183988738401985 }, { "score": 7.818458557128906, "text": "Notices served personally are effective immediately on delivery, and those served by mail shall be deemed given forty-eight (48) hours after deposit of such notice in a United States post office with postage prepaid and duly addressed to the party to whom such notice or communication is directed.", "probability": 0.001834962317565646 }, { "score": 7.8095808029174805, "text": "Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "probability": 0.0018187440704482013 }, { "score": 7.699724197387695, "text": "OPENING DATE OF", "probability": 0.0016295266700368613 }, { "score": 7.410582065582275, "text": "OPENING DATE OF RESTAURANT", "probability": 0.0012203619003194953 }, { "score": 7.243295669555664, "text": "Dated: ____________________\n\nTerritory: Developer:\n\n(Disclosure Document Control No. 032619)\n\nTABLE OF CONTENTS 1.DEVELOPMENT RIGHTS IN TERRITORY. 4 2.LIMITATION ON DEVELOPMENT RIGHTS. 5 3.DEVELOPMENT FEE. 9 4.TERM OF DEVELOPMENT AGREEMENT. 10 5.TERRITORY CONFLICTS. 10 6.PROPRIETARY RIGHTS OF EL POLLO LOCO. 11 7.INSURANCE AND INDEMNIFICATION. 11 8.TRANSFER OF RIGHTS. 13 9.ACKNOWLEDGMENT OF SELECTED TERMS AND PROVISIONS OF THE FRANCHISE AGREEMENT. 14 10.TERMINATION BY DEVELOPER; EXPIRATION DATE.", "probability": 0.0010323740555704896 }, { "score": 6.808126449584961, "text": "____________________\n\nTerritory: Developer:\n\n(Disclosure Document Control No. 032619)\n\nTABLE OF CONTENTS 1.DEVELOPMENT RIGHTS IN TERRITORY. 4 2.LIMITATION ON DEVELOPMENT RIGHTS. 5 3.DEVELOPMENT FEE. 9 4.TERM OF DEVELOPMENT AGREEMENT. 10 5.TERRITORY CONFLICTS. 10 6.PROPRIETARY RIGHTS OF EL POLLO LOCO. 11 7.INSURANCE AND INDEMNIFICATION. 11 8.TRANSFER OF RIGHTS. 13 9.ACKNOWLEDGMENT OF SELECTED TERMS AND PROVISIONS OF THE FRANCHISE AGREEMENT. 14 10.TERMINATION BY DEVELOPER; EXPIRATION DATE.", "probability": 0.0006681061829038529 }, { "score": 6.682549953460693, "text": "OPENING DATE OF RESTAURANT", "probability": 0.000589261831909242 }, { "score": 6.5744428634643555, "text": "This Agreement shall commence on the date specified in Exhibit \"B\". Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule", "probability": 0.0005288810409433672 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Expiration Date": [ { "score": 15.345967292785645, "text": "This Agreement shall commence on the date specified in Exhibit \"B\". Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "probability": 0.39515399236295945 }, { "score": 15.161385536193848, "text": "Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "probability": 0.32855156162667715 }, { "score": 14.151754379272461, "text": "This Agreement shall commence on the date specified in Exhibit \"B\".", "probability": 0.1197088601549078 }, { "score": 13.758533477783203, "text": "This Agreement shall commence on the date specified in Exhibit \"B\".", "probability": 0.08078907354737233 }, { "score": 13.128418922424316, "text": "Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___, and all rights of Developer herein shall cease and all unapplied or unused Development Fees paid pursuant to Section 3 hereof shall be forfeited to Franchisor.", "probability": 0.043022669422635204 }, { "text": "", "score": 11.627513885498047, "probability": 0.009590971006237842 }, { "score": 10.911091804504395, "text": "This Agreement shall commence on the date specified in Exhibit \"B\". Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule", "probability": 0.004685159944130538 }, { "score": 10.726510047912598, "text": "Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule", "probability": 0.003895485420531803 }, { "score": 10.244709968566895, "text": "Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___", "probability": 0.002406126561911991 }, { "score": 10.198663711547852, "text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate.", "probability": 0.002297845539024368 }, { "score": 9.969818115234375, "text": "This Agreement shall commence on the date specified in Exhibit \"B", "probability": 0.0018278243238003845 }, { "score": 9.87173843383789, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement;", "probability": 0.0016570628770836728 }, { "score": 9.857892990112305, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.0016342782022131317 }, { "score": 9.420687675476074, "text": "The provisions of this Section 7 shall expire as to each El Pollo Loco\u00ae Restaurant to be developed under this Agreement upon execution of a Franchise Agreement for such El Pollo Loco\u00ae Restaurant.", "probability": 0.0010554803018046517 }, { "score": 9.103456497192383, "text": "Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___, and all rights of Developer herein shall cease and all unapplied or unused Development Fees paid pursuant to Section 3 hereof shall be forfeited to Franchisor", "probability": 0.0007685610700657551 }, { "score": 9.073423385620117, "text": "4.1. This Agreement shall commence on the date specified in Exhibit \"B\". Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "probability": 0.0007458219619579282 }, { "score": 8.958727836608887, "text": "Such acceptance will expire one (1) year from the RESAC approval date.", "probability": 0.0006650028762381058 }, { "score": 8.949281692504883, "text": "This Agreement shall commence on the date specified in Exhibit \"B", "probability": 0.000658750739023719 }, { "score": 8.876056671142578, "text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate. In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination. Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___, and all rights of Developer herein shall cease and all unapplied or unused Development Fees paid pursuant to Section 3 hereof shall be forfeited to Franchisor.", "probability": 0.0006122374517697363 }, { "score": 8.069267272949219, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.0002732346096545823 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Renewal Term": [ { "text": "", "score": 11.44347095489502, "probability": 0.8344054535238249 }, { "score": 9.234794616699219, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement;", "probability": 0.0916560607441876 }, { "score": 8.336142539978027, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement;", "probability": 0.03731483708409355 }, { "score": 7.614603042602539, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement; and", "probability": 0.018135140628412608 }, { "score": 7.198364734649658, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement; and", "probability": 0.011960543842654485 }, { "score": 5.284399509429932, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.0017641129639644174 }, { "score": 4.84157657623291, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement", "probability": 0.0011329502383957612 }, { "score": 4.557712554931641, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement", "probability": 0.000852963126506895 }, { "score": 4.482868194580078, "text": "Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "probability": 0.0007914541567564446 }, { "score": 4.384703636169434, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.0007174529709594449 }, { "score": 3.9594576358795166, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement; and\n\nc. The landlord consents to your use of the premises as an El Pollo Loco\u00ae restaurant which will be open during the required days and hours set out in the Operations Manual.", "probability": 0.0004689337026479306 }, { "score": 3.1008574962615967, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement; and\n\nc. The landlord consents to your use of the premises as an El Pollo Loco\u00ae restaurant which will be open during the required days and hours set out in the Operations Manual.\n\n2.11. Franchisor shall have no liability under any lease or purchase agreement for any El Pollo Loco\u00ae Restaurant location developed under this Agreement and shall not guarantee Developer's obligations thereunder. Upon approval by Franchisor of the form of Developer's lease and execution of a lease for a site by Developer, Developer shall furnish to Franchisor a fully executed copy of such lease and any amendments thereto within fifteen (15) calendar days of such execution.", "probability": 0.00019871293784154095 }, { "score": 2.597537040710449, "text": "b. The term (with renewal options) of the lease must match at least the initial term of the franchise agreement;", "probability": 0.00012012595344011308 }, { "score": 2.459942102432251, "text": "The tenant entity on the lease must match the franchise entity on the franchise agreement; and\n\nb. The term (with renewal options) of the lease must match at least the initial term of the franchise agreement;", "probability": 0.00010468395576291505 }, { "score": 2.406423568725586, "text": "The", "probability": 9.922870450270192e-05 }, { "score": 1.9944920539855957, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement; and\n\nc. The landlord consents to your use of the premises as an El Pollo Loco\u00ae restaurant which will be open during the required days and hours set out in the Operations Manual.", "probability": 6.572608098695611e-05 }, { "score": 1.9144529104232788, "text": "a. The tenant entity on the lease must match the franchise entity on the franchise agreement; and\n\nb. The term (with renewal options) of the lease must match at least the initial term of the franchise agreement;", "probability": 6.0670444839171893e-05 }, { "score": 1.8741307258605957, "text": "The", "probability": 5.8272745066499755e-05 }, { "score": 1.6613504886627197, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:", "probability": 4.710382708960302e-05 }, { "score": 1.6282978057861328, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement; and\n\nc.", "probability": 4.557236806671887e-05 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.794568061828613, "probability": 0.7869252347889353 }, { "score": 10.185470581054688, "text": "All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.", "probability": 0.15743863493161345 }, { "score": 8.059382438659668, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:\n\na. Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.", "probability": 0.018782913880821893 }, { "score": 7.82245397567749, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:", "probability": 0.01482061560027416 }, { "score": 6.984253406524658, "text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate.", "probability": 0.0064097392298376014 }, { "score": 6.821226119995117, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.005445509378625564 }, { "score": 6.502791404724121, "text": "Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.", "probability": 0.003960445767699083 }, { "score": 6.171581745147705, "text": "Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.", "probability": 0.002843816326232587 }, { "score": 4.57820463180542, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:\n\na. Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.", "probability": 0.0005779718081150265 }, { "score": 4.500694274902344, "text": "Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "probability": 0.0005348651909934047 }, { "score": 4.377717018127441, "text": "Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.\n\n11.4. If any of such rights are terminated or modified in accordance with this Section 11.3, such action shall be without prejudice to Franchisor's right to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, and/or to terminate any other rights, options or arrangements under this Agreement at any time thereafter for the same default or as a result of any additional defaults of the terms of this Agreement.\n\n12. Effect of Termination.\n\n12.1. Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 0.00047297260956432273 }, { "score": 4.051562309265137, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:\n\na. Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer", "probability": 0.00034134127049184463 }, { "score": 3.824857711791992, "text": "Such acceptance will expire one (1) year from the RESAC approval date.", "probability": 0.00027210232015019035 }, { "score": 3.6939244270324707, "text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate. In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination.", "probability": 0.00023870891668034415 }, { "score": 3.4139575958251953, "text": "Such acceptance will expire one (1) year from the RESAC approval date.", "probability": 0.0001804183023255429 }, { "score": 3.332462787628174, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement; and", "probability": 0.0001662983140956017 }, { "score": 3.2925477027893066, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory", "probability": 0.00015979123205402975 }, { "score": 3.2869062423706055, "text": "All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage", "probability": 0.00015889231413216393 }, { "score": 3.1857728958129883, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement;", "probability": 0.00014360886039173064 }, { "score": 3.0559051036834717, "text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate", "probability": 0.00012611895696625246 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Governing Law": [ { "score": 14.231291770935059, "text": "This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "probability": 0.8897908253604518 }, { "text": "", "score": 12.125511169433594, "probability": 0.108332565496999 }, { "score": 6.64567756652832, "text": "This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located", "probability": 0.0004517493461018469 }, { "score": 6.544889450073242, "text": "This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs. THE PARTIES AGREE THAT ANY ACTION BROUGHT BY EITHER PARTY AGAINST EACH OTHER IN ANY COURT, WHETHER FEDERAL OR STATE, WILL BE BROUGHT WITHIN THE STATE IN WHICH FRANCHISOR'S HEADQUARTERS (CURRENTLY THE STATE OF CALIFORNIA) IS THEN LOCATED.", "probability": 0.0004084376885837018 }, { "score": 6.017804145812988, "text": "This", "probability": 0.0002411101929809758 }, { "score": 5.884152412414551, "text": "This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs", "probability": 0.00021094603192210688 }, { "score": 5.090054988861084, "text": "18.1. This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "probability": 9.534528718334223e-05 }, { "score": 4.980101585388184, "text": "This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs. THE PARTIES AGREE THAT ANY ACTION BROUGHT BY EITHER PARTY AGAINST EACH OTHER IN ANY COURT, WHETHER FEDERAL OR STATE, WILL BE BROUGHT WITHIN THE STATE IN WHICH FRANCHISOR'S HEADQUARTERS (CURRENTLY THE STATE OF CALIFORNIA) IS THEN LOCATED", "probability": 8.541754296661476e-05 }, { "score": 4.738028049468994, "text": "This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters", "probability": 6.705263881851108e-05 }, { "score": 4.553652763366699, "text": "Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "probability": 5.576256013304995e-05 }, { "score": 4.537868976593018, "text": "This Agreement, after review by Developer and El Pollo Loco, was accepted", "probability": 5.4889325378395637e-05 }, { "score": 4.122025489807129, "text": "This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs. THE", "probability": 3.621507270620813e-05 }, { "score": 4.063056468963623, "text": "except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "probability": 3.414125183645983e-05 }, { "score": 3.73994779586792, "text": ".", "probability": 2.4714687717420342e-05 }, { "score": 3.6539716720581055, "text": "This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (", "probability": 2.26785963479278e-05 }, { "score": 3.6259188652038574, "text": "the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "probability": 2.2051238776807977e-05 }, { "score": 3.478775978088379, "text": "Applicable Law; Choice of Forum; Waiver of Jury Trial.\n\n18.1. This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "probability": 1.9033981725527632e-05 }, { "score": 3.3307912349700928, "text": "California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "probability": 1.6415748532556364e-05 }, { "score": 3.2811644077301025, "text": "after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "probability": 1.562097126279559e-05 }, { "score": 3.2423973083496094, "text": "Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "probability": 1.5026979574880654e-05 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Most Favored Nation": [ { "text": "", "score": 12.02524185180664, "probability": 0.8807821205977124 }, { "score": 8.236154556274414, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.01991997487023555 }, { "score": 8.079143524169922, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory. The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.017025495545054663 }, { "score": 7.877689361572266, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.013919041515899712 }, { "score": 7.7953081130981445, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory. The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "probability": 0.012818334738275549 }, { "score": 7.7890801429748535, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.012738750613510567 }, { "score": 7.546360969543457, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.", "probability": 0.009993445258134186 }, { "score": 7.082988739013672, "text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.006287459998641651 }, { "score": 6.843447685241699, "text": "If Developer proposes, and Franchisor evaluates, more than two (2) sites for each El Pollo Loco\u00ae Restaurant, then Developer shall reimburse Franchisor for the reasonable costs and expenses incurred by Franchisor's representatives in connection with the evaluation of such additional proposed site(s), including, without limitation, the costs of lodging, travel, meals and wages.", "probability": 0.004948161629348469 }, { "score": 6.799153804779053, "text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "probability": 0.004733771486029086 }, { "score": 6.400998115539551, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.0031789995802377707 }, { "score": 6.28139591217041, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.002820641514576892 }, { "score": 5.938116073608398, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.0020010749435631203 }, { "score": 5.879434108734131, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants", "probability": 0.0018870269403150194 }, { "score": 5.870538234710693, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\"). (If exclusive agreement, add \"Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.\")", "probability": 0.001870314631883128 }, { "score": 5.818513870239258, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.0017755004104692542 }, { "score": 5.4770002365112305, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.0012618370948199401 }, { "score": 5.014118194580078, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.0007942846576638446 }, { "score": 4.8427348136901855, "text": "As a benefit of signing the Development Agreement, the Initial Fee for the second and each subsequent restaurant developed under the same Development Agreement will be reduced by us to $30,000.", "probability": 0.0006691836435509477 }, { "score": 4.690316200256348, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:\n\na. Establish and operate or franchise others to establish and operate an El Pollo Loco restaurant located outside of the Territory;", "probability": 0.000574580330077968 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Compete": [ { "score": 13.27773666381836, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.", "probability": 0.2955266614013863 }, { "score": 12.70164966583252, "text": "The lease or deed may not contain a non-competition covenant which restricts Franchisor or any franchisee or licensee of Franchisor, from operating an El Pollo Loco\u00ae Restaurant or any other retail restaurant, unless such covenant is approved by Franchisor in writing prior to the execution by Developer of the lease.", "probability": 0.16611362788133632 }, { "text": "", "score": 11.87216567993164, "probability": 0.07247111535643827 }, { "score": 11.743926048278809, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.06374867770526228 }, { "score": 11.713886260986328, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.061862158171949046 }, { "score": 11.469202041625977, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants", "probability": 0.04843508439389565 }, { "score": 11.46024227142334, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.048003055497974005 }, { "score": 11.268362998962402, "text": "Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement.", "probability": 0.03962203459305773 }, { "score": 11.118437767028809, "text": "To further protect the El Pollo Loco\u00ae System while this Agreement is in effect, Developer and each officer, director, shareholder, member, manager, partner and other equity owner, as applicable, of Developer, if Developer is an entity, shall neither directly nor indirectly own, operate, control or any financial interest in any other business which would constitute a \"Competitive Business\" (as hereinafter defined) without the prior written consent of Franchisor; provided further, that Franchisor may, as its sole and absolute right, consent to the Developer's continued operation of any business already in existence and operating at the time of execution of this Agreement.", "probability": 0.03410555112721872 }, { "score": 10.790392875671387, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.024567274915642926 }, { "score": 10.641844749450684, "text": "Developer acknowledges that violation of the covenants not to compete contained in this Agreement would result in immediate and irreparable injury to Franchisor for which no adequate remedy at law will be available. Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement.", "probability": 0.02117597200941771 }, { "score": 10.639005661010742, "text": "Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement. Developer expressly agrees that it may conclusively be presumed that any violation of the terms of said covenants not to compete was accomplished by and through Developer's unlawful utilization of Franchisor's Confidential Information, know-how, methods and procedures", "probability": 0.0211159368150202 }, { "score": 10.506709098815918, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.018499274081605677 }, { "score": 10.455442428588867, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.01757477828501435 }, { "score": 10.071212768554688, "text": "Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement. Developer expressly agrees that it may conclusively be presumed that any violation of the terms of said covenants not to compete was accomplished by and through Developer's unlawful utilization of Franchisor's Confidential Information, know-how, methods and procedures", "probability": 0.0119679849321651 }, { "score": 10.067152976989746, "text": "Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement.", "probability": 0.011919495902164937 }, { "score": 10.041667938232422, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter. A \"Competitive Business\" shall not include a full-service restaurant.", "probability": 0.01161956519325502 }, { "score": 10.012486457824707, "text": "Developer acknowledges that violation of the covenants not to compete contained in this Agreement would result in immediate and irreparable injury to Franchisor for which no adequate remedy at law will be available. Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement. Developer expressly agrees that it may conclusively be presumed that any violation of the terms of said covenants not to compete was accomplished by and through Developer's unlawful utilization of Franchisor's Confidential Information, know-how, methods and procedures", "probability": 0.011285388675878732 }, { "score": 9.94025707244873, "text": "while this Agreement is in effect, Developer and each officer, director, shareholder, member, manager, partner and other equity owner, as applicable, of Developer, if Developer is an entity, shall neither directly nor indirectly own, operate, control or any financial interest in any other business which would constitute a \"Competitive Business\" (as hereinafter defined) without the prior written consent of Franchisor; provided further, that Franchisor may, as its sole and absolute right, consent to the Developer's continued operation of any business already in existence and operating at the time of execution of this Agreement. In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.010498994242164134 }, { "score": 9.88023567199707, "text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter. A \"Competitive Business\" shall not include a full-service restaurant.", "probability": 0.009887368819152836 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Exclusivity": [ { "text": "", "score": 12.1370267868042, "probability": 0.1736191361437288 }, { "score": 12.136357307434082, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks.", "probability": 0.17350294061341817 }, { "score": 12.076359748840332, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.16339931486591294 }, { "score": 11.822359085083008, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.12674742487194005 }, { "score": 11.349639892578125, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.", "probability": 0.07900231320923037 }, { "score": 11.202704429626465, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.06820662290756772 }, { "score": 11.025681495666504, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.057140819362252605 }, { "score": 10.94870376586914, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.05290728311706733 }, { "score": 10.41464900970459, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.03101547428095017 }, { "score": 10.260647773742676, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks", "probability": 0.026588665456860873 }, { "score": 9.295795440673828, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks. This Agreement is not a Franchise Agreement. Developer may not open an El Pollo Loco\u00ae Restaurant or use the El Pollo Loco\u00ae Marks at a particular site until it executes a Franchise Agreement for that site.", "probability": 0.01013133079462653 }, { "score": 9.02311897277832, "text": "Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.", "probability": 0.007713377918616166 }, { "score": 9.015299797058105, "text": "If exclusive agreement, add \"Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.\")", "probability": 0.0076533008439657315 }, { "score": 8.466976165771484, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants", "probability": 0.0044229788027127445 }, { "score": 8.300509452819824, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory", "probability": 0.0037447194217802102 }, { "score": 8.24186897277832, "text": "Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.\")", "probability": 0.0035314417430949764 }, { "score": 8.069343566894531, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.0029718385672130873 }, { "score": 8.0465087890625, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory", "probability": 0.002904746228391905 }, { "score": 8.002584457397461, "text": "Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"", "probability": 0.0027799187425788323 }, { "score": 7.681452751159668, "text": "(If exclusive agreement, add \"Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.\")", "probability": 0.0020163521080906123 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.074249267578125, "probability": 0.3589915688053015 }, { "score": 11.439718246459961, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.19033161289611225 }, { "score": 11.260368347167969, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.15908171206648708 }, { "score": 11.011411666870117, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.12402228935105081 }, { "score": 10.28283405303955, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.059852529101844194 }, { "score": 10.0338773727417, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.04666185437807395 }, { "score": 9.550128936767578, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.028765552346940882 }, { "score": 8.149561882019043, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.007089476613450753 }, { "score": 7.900605201721191, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.0055270534147471295 }, { "score": 7.526837348937988, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n", "probability": 0.0038033679786039815 }, { "score": 7.139260292053223, "text": "To further protect the El Pollo Loco\u00ae System while this Agreement is in effect, Developer and each officer, director, shareholder, member, manager, partner and other equity owner, as applicable, of Developer, if Developer is an entity, shall neither directly nor indirectly own, operate, control or any financial interest in any other business which would constitute a \"Competitive Business\" (as hereinafter defined) without the prior written consent of Franchisor; provided further, that Franchisor may, as its sole and absolute right, consent to the Developer's continued operation of any business already in existence and operating at the time of execution of this Agreement. In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.002581343313198825 }, { "score": 7.113279342651367, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory;", "probability": 0.0025151412828659787 }, { "score": 6.977656364440918, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory", "probability": 0.002196150378897014 }, { "score": 6.864322662353516, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory;", "probability": 0.001960838715464711 }, { "score": 6.693216800689697, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent", "probability": 0.0016524622298313464 }, { "score": 6.444260120391846, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent", "probability": 0.0012882822679464987 }, { "score": 6.1989426612854, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory", "probability": 0.0010080243203583704 }, { "score": 6.133443355560303, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:\n\na. Establish and operate or franchise others to establish and operate an El Pollo Loco restaurant located outside of the Territory;", "probability": 0.000944115273033483 }, { "score": 6.129878520965576, "text": "Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.0009407556500547262 }, { "score": 5.949985980987549, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory", "probability": 0.000785869615736421 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Competitive Restriction Exception": [ { "score": 13.212228775024414, "text": "The lease or deed may not contain a non-competition covenant which restricts Franchisor or any franchisee or licensee of Franchisor, from operating an El Pollo Loco\u00ae Restaurant or any other retail restaurant, unless such covenant is approved by Franchisor in writing prior to the execution by Developer of the lease.", "probability": 0.17791057692597048 }, { "score": 13.203819274902344, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.", "probability": 0.17642071120081948 }, { "score": 12.517417907714844, "text": "To further protect the El Pollo Loco\u00ae System while this Agreement is in effect, Developer and each officer, director, shareholder, member, manager, partner and other equity owner, as applicable, of Developer, if Developer is an entity, shall neither directly nor indirectly own, operate, control or any financial interest in any other business which would constitute a \"Competitive Business\" (as hereinafter defined) without the prior written consent of Franchisor; provided further, that Franchisor may, as its sole and absolute right, consent to the Developer's continued operation of any business already in existence and operating at the time of execution of this Agreement.", "probability": 0.0888074177676256 }, { "score": 12.343621253967285, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.07463977381441882 }, { "score": 12.15861988067627, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.06203335057301569 }, { "score": 12.047988891601562, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.05553653896260663 }, { "score": 11.89797592163086, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory. The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "probability": 0.04780012209795282 }, { "score": 11.847396850585938, "text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "probability": 0.04544256054283709 }, { "text": "", "score": 11.829212188720703, "probability": 0.04462367112453348 }, { "score": 11.75941276550293, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.041615181380148365 }, { "score": 11.648494720458984, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.03724609073745388 }, { "score": 11.177251815795898, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks. This Agreement is not a Franchise Agreement. Developer may not open an El Pollo Loco\u00ae Restaurant or use the El Pollo Loco\u00ae Marks at a particular site until it executes a Franchise Agreement for that site. Developer's use of the El Pollo Loco\u00ae Marks shall be limited to those rights granted under each individual Franchise Agreement.", "probability": 0.023249975726461626 }, { "score": 11.099723815917969, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks.", "probability": 0.021515553412530176 }, { "score": 10.983733177185059, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter. A \"Competitive Business\" shall not include a full-service restaurant.", "probability": 0.019159246583376525 }, { "score": 10.953126907348633, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants", "probability": 0.018581736311087758 }, { "score": 10.907466888427734, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.01775237235230399 }, { "score": 10.792672157287598, "text": "Developer's use of the El Pollo Loco\u00ae Marks shall be limited to those rights granted under each individual Franchise Agreement.", "probability": 0.015827112168723973 }, { "score": 10.508260726928711, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.011909221299341093 }, { "score": 10.502547264099121, "text": "A \"Competitive Business\" shall not include a full-service restaurant.", "probability": 0.011841372416721924 }, { "score": 10.121256828308105, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.008087414602070494 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.154842376708984, "probability": 0.654517888701053 }, { "score": 10.226177215576172, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.09512898958047823 }, { "score": 9.833826065063477, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.06425648195777264 }, { "score": 9.80727767944336, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.06257302155063174 }, { "score": 9.78901481628418, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.06144063084275247 }, { "score": 9.414926528930664, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.04226600374967711 }, { "score": 7.426970958709717, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.005789393281769411 }, { "score": 6.746110916137695, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent", "probability": 0.002930483587279004 }, { "score": 6.669370651245117, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.0027140098517235926 }, { "score": 6.327210426330566, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent", "probability": 0.0019275831541449107 }, { "score": 6.250470161437988, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.0017851933015680963 }, { "score": 5.338365077972412, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither,", "probability": 0.0007170724611577044 }, { "score": 5.201807975769043, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory. The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "probability": 0.0006255428263045588 }, { "score": 5.123073577880859, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither", "probability": 0.0005781800914170191 }, { "score": 5.0626325607299805, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall", "probability": 0.0005442694190356248 }, { "score": 4.919464588165283, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither,", "probability": 0.0004716684995025787 }, { "score": 4.897289752960205, "text": "Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.00046132444101525816 }, { "score": 4.871827125549316, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory", "probability": 0.00044972619618381253 }, { "score": 4.855011940002441, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement", "probability": 0.0004422271920176702 }, { "score": 4.7041730880737305, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither", "probability": 0.00038030931451563956 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Disparagement": [ { "text": "", "score": 11.539142608642578, "probability": 0.9083285379078454 }, { "score": 7.62567663192749, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.018140375821986254 }, { "score": 7.4560866355896, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.01531067298612998 }, { "score": 7.334240913391113, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.013554308181918457 }, { "score": 7.164650917053223, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.011439982399651123 }, { "score": 6.897363185882568, "text": "Developer recognizes the unique value and secondary meaning attached to the El Pollo Loco\u00ae Marks and the El Pollo Loco\u00ae System, and Developer agrees that any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees.", "probability": 0.008756766504255546 }, { "score": 6.751004219055176, "text": "Developer recognizes the unique value and secondary meaning attached to the El Pollo Loco\u00ae Marks and the El Pollo Loco\u00ae System, and Developer agrees that any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees.", "probability": 0.007564511333578363 }, { "score": 6.2142534255981445, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.004422552225396603 }, { "score": 6.039905548095703, "text": "any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees.", "probability": 0.0037149643374015514 }, { "score": 5.504350662231445, "text": "Developer agrees that any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees.", "probability": 0.0021745335736282835 }, { "score": 5.3467326164245605, "text": "Developer further agrees to indemnify and hold harmless Franchisor from all said Losses and shall pay for and be responsible for all said Losses, however caused, whether by any individual, employee, third person or party, vendor, visitor, invitee, trespasser or any firm or corporation whatsoever, whether caused by or contributed to by Franchisor, the combined conduct of Developer and Franchisor, or active or passive negligence of Franchisor, but for the sole negligence or willful misconduct of Franchisor.", "probability": 0.0018574343370867641 }, { "score": 4.5154876708984375, "text": "Developer recognizes the unique value and secondary meaning attached to the El Pollo Loco\u00ae Marks and the El Pollo Loco\u00ae System, and Developer agrees that any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees", "probability": 0.0008089252221070475 }, { "score": 4.365792751312256, "text": "Such Losses shall include, without limitation, those arising from latent or other defects in the restaurant whether or not discoverable by Franchisor, and those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor. Developer further agrees to indemnify and hold harmless Franchisor from all said Losses and shall pay for and be responsible for all said Losses, however caused, whether by any individual, employee, third person or party, vendor, visitor, invitee, trespasser or any firm or corporation whatsoever, whether caused by or contributed to by Franchisor, the combined conduct of Developer and Franchisor, or active or passive negligence of Franchisor, but for the sole negligence or willful misconduct of Franchisor.", "probability": 0.0006964608351508208 }, { "score": 4.098382472991943, "text": "Developer recognizes the unique value and secondary meaning attached to the El Pollo Loco\u00ae Marks and the El Pollo Loco\u00ae System, and Developer agrees that any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees. Developer, therefore, agrees that if it should engage in any such unauthorized or improper use during, or after, the term of this Agreement, Franchisor shall be entitled to both seek temporary and permanent injunctive relief from any court of competent jurisdiction in addition to any other remedies prescribed by law.", "probability": 0.000533042566127372 }, { "score": 4.034796714782715, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither", "probability": 0.000500203754378507 }, { "score": 4.001590728759766, "text": "Such Losses shall include, without limitation, those arising from latent or other defects in the restaurant whether or not discoverable by Franchisor, and those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor.", "probability": 0.0004838667399610085 }, { "score": 3.9864604473114014, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall", "probability": 0.00047660080642413795 }, { "score": 3.865206718444824, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither", "probability": 0.0004221773674855019 }, { "score": 3.8403842449188232, "text": "Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement.", "probability": 0.0004118268748265124 }, { "score": 3.8168704509735107, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall", "probability": 0.0004022562246611069 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Termination For Convenience": [ { "score": 13.711005210876465, "text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate.", "probability": 0.5699158869144083 }, { "score": 12.380335807800293, "text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate.", "probability": 0.15062892771882846 }, { "score": 12.236079216003418, "text": "Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.", "probability": 0.13039428061935826 }, { "text": "", "score": 11.60549545288086, "probability": 0.06940639603315295 }, { "score": 11.15176773071289, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:\n\na. Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.", "probability": 0.04409080701263755 }, { "score": 10.069164276123047, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:", "probability": 0.014934109851260933 }, { "score": 8.962183952331543, "text": "Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.\n\n11.4. If any of such rights are terminated or modified in accordance with this Section 11.3, such action shall be without prejudice to Franchisor's right to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, and/or to terminate any other rights, options or arrangements under this Agreement at any time thereafter for the same default or as a result of any additional defaults of the terms of this Agreement.\n\n12. Effect of Termination.\n\n12.1. Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 0.004936554037734602 }, { "score": 8.298158645629883, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:", "probability": 0.0025412147579751757 }, { "score": 8.26333236694336, "text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate. In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination. Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___, and all rights of Developer herein shall cease and all unapplied or unused Development Fees paid pursuant to Section 3 hereof shall be forfeited to Franchisor.\n\n11. Events of Default.\n\n11.1. The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the immediate termination of this Agreement.", "probability": 0.002454237050427292 }, { "score": 8.226232528686523, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.0023648535613425546 }, { "score": 7.877872467041016, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:\n\na. Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.\n\n11.4. If any of such rights are terminated or modified in accordance with this Section 11.3, such action shall be without prejudice to Franchisor's right to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, and/or to terminate any other rights, options or arrangements under this Agreement at any time thereafter for the same default or as a result of any additional defaults of the terms of this Agreement.\n\n12. Effect of Termination.\n\n12.1. Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 0.0016692193120079215 }, { "score": 7.837923049926758, "text": "Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer", "probability": 0.001603849411886074 }, { "score": 7.818752288818359, "text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate", "probability": 0.0015733952454309171 }, { "score": 7.2836103439331055, "text": "Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.\n\n11.4. If any of such rights are terminated or modified in accordance with this Section 11.3, such action shall be without prejudice to Franchisor's right to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, and/or to terminate any other rights, options or arrangements under this Agreement at any time thereafter for the same default or as a result of any additional defaults of the terms of this Agreement.", "probability": 0.0009213584851019073 }, { "score": 6.7536115646362305, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:\n\na. Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer", "probability": 0.000542316845193767 }, { "score": 6.71975040435791, "text": "Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.\n\n11.4. If any of such rights are terminated or modified in accordance with this Section 11.3, such action shall be without prejudice to Franchisor's right to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, and/or to terminate any other rights, options or arrangements under this Agreement at any time thereafter for the same default or as a result of any additional defaults of the terms of this Agreement.\n\n12. Effect of Termination.\n\n12.1. Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco", "probability": 0.00052426079221897 }, { "score": 6.611427307128906, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 0.0004704389327490101 }, { "score": 6.5250701904296875, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement", "probability": 0.0004315179210567145 }, { "score": 6.199298858642578, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:\n\na. Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.\n\n11.4. If any of such rights are terminated or modified in accordance with this Section 11.3, such action shall be without prejudice to Franchisor's right to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, and/or to terminate any other rights, options or arrangements under this Agreement at any time thereafter for the same default or as a result of any additional defaults of the terms of this Agreement.", "probability": 0.00031154310574917467 }, { "score": 6.109662055969238, "text": "Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.\n\n11.4. If any of such rights are terminated or modified in accordance with this Section 11.3, such action shall be without prejudice to Franchisor's right to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, and/or to terminate any other rights, options or arrangements under this Agreement at any time thereafter for the same default or as a result of any additional defaults of the terms of this Agreement.\n\n12. Effect of Termination.\n\n12.1. Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco. At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement.", "probability": 0.0002848323914793808 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.201103210449219, "probability": 0.4938583330038716 }, { "score": 11.288042068481445, "text": "If RESAC determines through its evaluation of the proposed site that the proposed site may impact sales at any company-owned El Pollo Loco\u00ae Restaurant, Franchisor has the sole and absolute right to accept or reject the proposed site, without any obligation to discuss a possible resolution with Developer. However, Franchisor may elect to discuss with Developer a possible resolution with regard to the proposed site; however, if such an agreement cannot be reached, Franchisor has the sole and absolute right to reject the proposed site.", "probability": 0.19818234847975155 }, { "score": 10.443795204162598, "text": "However, Franchisor may elect to discuss with Developer a possible resolution with regard to the proposed site; however, if such an agreement cannot be reached, Franchisor has the sole and absolute right to reject the proposed site.", "probability": 0.08519482516388593 }, { "score": 9.930026054382324, "text": "If RESAC determines through its evaluation of the proposed site that the proposed site may impact sales at any company-owned El Pollo Loco\u00ae Restaurant, Franchisor has the sole and absolute right to accept or reject the proposed site, without any obligation to discuss a possible resolution with Developer.", "probability": 0.05096665241793888 }, { "score": 9.325712203979492, "text": "Provided there exists no default by Developer under this Agreement or any other development, franchise or other agreement between Franchisor and Developer, Franchisor shall evaluate each site proposed for which Developer has provided all necessary evaluation information, and shall promptly after receipt of Developer's proposal, send to Developer written notice of acceptance or non-acceptance of the sit\n\n2.8. If RESAC determines through its evaluation of the proposed site that the proposed site may impact sales at any company-owned El Pollo Loco\u00ae Restaurant, Franchisor has the sole and absolute right to accept or reject the proposed site, without any obligation to discuss a possible resolution with Developer. However, Franchisor may elect to discuss with Developer a possible resolution with regard to the proposed site; however, if such an agreement cannot be reached, Franchisor has the sole and absolute right to reject the proposed site.", "probability": 0.027850688681120162 }, { "score": 9.24708366394043, "text": "If RESAC determines through its evaluation of the proposed site that the proposed site may impact sales at any company-owned El Pollo Loco\u00ae Restaurant, Franchisor has the sole and absolute right to accept or reject the proposed site, without any obligation to discuss a possible resolution with Developer", "probability": 0.025744709617534955 }, { "score": 9.093169212341309, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.022072107396903753 }, { "score": 8.908524513244629, "text": "Should Developer purchase the site using another entity other than the franchise entity, Developer must then enter into a lease with the Franchise entity as the lessee and the purchasing entity as the lessor and must comply with all the requirements of this Sections 2.9, 2.10, 2.11 and 2.12 below).", "probability": 0.018350741888230365 }, { "score": 8.82972526550293, "text": "However, Franchisor may elect to discuss with Developer a possible resolution with regard to the proposed site; however, if such an agreement cannot be reached, Franchisor has the sole and absolute right to reject the proposed site.", "probability": 0.01696022260916367 }, { "score": 8.294349670410156, "text": "Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"", "probability": 0.009929351420075961 }, { "score": 8.09495735168457, "text": "However, Franchisor may elect to discuss with Developer a possible resolution with regard to the proposed site; however, if such an agreement cannot be reached, Franchisor has the sole and absolute right to reject the proposed site. If RESAC determines through its evaluation of the proposed site that the proposed site may potentially impact sales at any existing El Pollo Loco\u00ae franchisee's restaurant, Franchisor shall notify Developer of the existing El Pollo Loco\u00ae franchisees' location(s) and contact information. If nevertheless Developer wishes to try to proceed with that site, Developer must obtain a written waiver from those existing El Pollo Loco\u00ae franchisees of any claims they might have against Developer and Franchisor with respect to the proposed new El Pollo Loco\u00ae Restaurant.", "probability": 0.008134406990922952 }, { "score": 7.967695236206055, "text": "Provided there exists no default by Developer under this Agreement or any other development, franchise or other agreement between Franchisor and Developer, Franchisor shall evaluate each site proposed for which Developer has provided all necessary evaluation information, and shall promptly after receipt of Developer's proposal, send to Developer written notice of acceptance or non-acceptance of the sit\n\n2.8. If RESAC determines through its evaluation of the proposed site that the proposed site may impact sales at any company-owned El Pollo Loco\u00ae Restaurant, Franchisor has the sole and absolute right to accept or reject the proposed site, without any obligation to discuss a possible resolution with Developer.", "probability": 0.007162368529796008 }, { "score": 7.9016571044921875, "text": "The party wishing to resolve a dispute shall initiate negotiation proceedings by first requesting in writing a meeting with the other party or parties.", "probability": 0.006704658577176144 }, { "score": 7.761497974395752, "text": "If RESAC determines through its evaluation of the proposed site that the proposed site may impact sales at any company-owned El Pollo Loco\u00ae Restaurant, Franchisor has the sole and absolute right to accept or reject the proposed site, without any obligation to discuss a possible resolution with Developer. However, Franchisor may elect to discuss with Developer a possible resolution with regard to the proposed site; however, if such an agreement cannot be reached, Franchisor has the sole and absolute right to reject the proposed site", "probability": 0.005827822693826937 }, { "score": 7.653076171875, "text": "Developer desires to obtain development rights for multiple restaurants under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified geographical (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof (or if single unit, replace with \"Developer desires to obtain development rights for a single restaurant under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified address (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof.\")\n\nD.Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"", "probability": 0.005229008402926116 }, { "score": 7.477844715118408, "text": "Provided there exists no default by Developer under this Agreement or any other development, franchise or other agreement between Franchisor and Developer, Franchisor shall evaluate each site proposed for which Developer has provided all necessary evaluation information, and shall promptly after receipt of Developer's proposal, send to Developer written notice of acceptance or non-acceptance of the sit", "probability": 0.00438851194719569 }, { "score": 7.284753322601318, "text": "Provided there exists no default by Developer under this Agreement or any other development, franchise or other agreement between Franchisor and Developer, Franchisor shall evaluate each site proposed for which Developer has provided all necessary evaluation information, and shall promptly after receipt of Developer's proposal, send to Developer written notice of acceptance or non-acceptance of the sit\n\n2.8. If RESAC determines through its evaluation of the proposed site that the proposed site may impact sales at any company-owned El Pollo Loco\u00ae Restaurant, Franchisor has the sole and absolute right to accept or reject the proposed site, without any obligation to discuss a possible resolution with Developer", "probability": 0.003617918327984386 }, { "score": 7.232177257537842, "text": "All territorial rights, options and rights of first refusal retained by Franchisor under the franchise agreement.", "probability": 0.0034326163266255602 }, { "score": 7.186367034912109, "text": "Franchisor shall have no obligation to assist Developer to negotiate its leases.", "probability": 0.003278914836834475 }, { "score": 7.134696006774902, "text": "Should Developer purchase the site using another entity other than the franchise entity, Developer must then enter into a lease with the Franchise entity as the lessee and the purchasing entity as the lessor and must comply with all the requirements of this Sections 2.9, 2.10, 2.11 and 2.12 below).", "probability": 0.003113792688234691 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Change Of Control": [ { "text": "", "score": 12.228401184082031, "probability": 0.331292109051646 }, { "score": 11.736352920532227, "text": "For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder.", "probability": 0.20254300357554142 }, { "score": 11.124547958374023, "text": "For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder. Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%). Franchisee also must be owned and controlled by the same three (3) persons with each retaining the same percentage of ownership). All other entity structures shall require the prior written approval of Franchisor. Developer shall pay an administrative fee of Five Hundred Dollars ($500) per transfer for each permitted transfer to an Entity where such transfer is for the convenience of ownership only and does not involve a change of principals of the business.", "probability": 0.10985345663269783 }, { "score": 10.888327598571777, "text": "For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder.", "probability": 0.08674102067289877 }, { "score": 10.576715469360352, "text": "Developer shall pay an administrative fee of Five Hundred Dollars ($500) per transfer for each permitted transfer to an Entity where such transfer is for the convenience of ownership only and does not involve a change of principals of the business.", "probability": 0.06351745666095095 }, { "score": 10.438957214355469, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 0.05534335076141421 }, { "score": 10.290949821472168, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.047729474842053324 }, { "score": 9.738009452819824, "text": "Any change, transfer or conveyance (\"Transfer\") in the ownership of Developer, which Transfer has not been approved in advance by Franchisor.", "probability": 0.027456659949098815 }, { "score": 9.006134986877441, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco", "probability": 0.013206832293563404 }, { "score": 9.002836227416992, "text": "For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder. Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%). Franchisee also must be owned and controlled by the same three (3) persons with each retaining the same percentage of ownership). All other entity structures shall require the prior written approval of Franchisor. Developer shall pay an administrative fee of Five Hundred Dollars ($500) per transfer for each permitted transfer to an Entity where such transfer is for the convenience of ownership only and does not involve a change of principals of the business", "probability": 0.013163337908790545 }, { "score": 8.950486183166504, "text": "Therefore, the rights, privileges and interests of Developer under this Agreement shall not be assigned, sold, transferred, leased, divided or encumbered, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise without the prior written consent of El Pollo Loco, which consent may be given or withheld as El Pollo Loco's sole and absolute right. For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder.", "probability": 0.012491963155526744 }, { "score": 8.45500373840332, "text": "Developer shall pay an administrative fee of Five Hundred Dollars ($500) per transfer for each permitted transfer to an Entity where such transfer is for the convenience of ownership only and does not involve a change of principals of the business", "probability": 0.0076110645105198355 }, { "score": 8.122854232788086, "text": "For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder", "probability": 0.005460025934164761 }, { "score": 7.900632858276367, "text": "Any change, transfer or conveyance (\"Transfer\") in the ownership of Developer, which Transfer has not been approved in advance by Franchisor.", "probability": 0.004372050692613231 }, { "score": 7.844374179840088, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco. At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement.", "probability": 0.00413287580982405 }, { "score": 7.786520957946777, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory", "probability": 0.003900560515576368 }, { "score": 7.611166000366211, "text": "Therefore, the rights, privileges and interests of Developer under this Agreement shall not be assigned, sold, transferred, leased, divided or encumbered, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise without the prior written consent of El Pollo Loco, which consent may be given or withheld as El Pollo Loco's sole and absolute right.", "probability": 0.0032731908596004343 }, { "score": 7.485798358917236, "text": "Any change, transfer or conveyance (\"Transfer\") in the ownership of Developer, which Transfer has not been approved in advance by Franchisor. Franchisor reserves the right to approve or disapprove any Transfer as its sole and absolute right.\n\n11.3. If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:", "probability": 0.0028875190283232867 }, { "score": 7.447304725646973, "text": "d. Any change, transfer or conveyance (\"Transfer\") in the ownership of Developer, which Transfer has not been approved in advance by Franchisor.", "probability": 0.002778480046867401 }, { "score": 7.234358787536621, "text": "If this Agreement is terminated pursuant to Sections 10 or 11 below, Developer will lose its right to develop and Development Fee.", "probability": 0.0022455670983286273 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Anti-Assignment": [ { "score": 13.419366836547852, "text": "Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco.", "probability": 0.321322262853911 }, { "score": 12.989897727966309, "text": "Therefore, the rights, privileges and interests of Developer under this Agreement shall not be assigned, sold, transferred, leased, divided or encumbered, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise without the prior written consent of El Pollo Loco, which consent may be given or withheld as El Pollo Loco's sole and absolute right.", "probability": 0.20913405233068297 }, { "score": 12.428596496582031, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.11930392319487904 }, { "score": 12.181883811950684, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.09321992897643175 }, { "text": "", "score": 12.140151977539062, "probability": 0.08940974624525791 }, { "score": 10.959417343139648, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.027453538321270718 }, { "score": 10.760380744934082, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.022498720974925685 }, { "score": 10.755382537841797, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.02238654827290433 }, { "score": 10.7127046585083, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.02145123834930564 }, { "score": 10.640310287475586, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.\n\n8.2. The parties acknowledge and agree that this Agreement is personal in nature with respect to Developer, being entered into by Franchisor in reliance upon and in consideration of the personal skills, qualifications and trust and confidence reposed in Developer and Developer's present partners, managing members or officers if Developer is a partnership, a limited liability company or a corporation. Therefore, the rights, privileges and interests of Developer under this Agreement shall not be assigned, sold, transferred, leased, divided or encumbered, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise without the prior written consent of El Pollo Loco, which consent may be given or withheld as El Pollo Loco's sole and absolute right.", "probability": 0.019953169533516828 }, { "score": 10.471565246582031, "text": "b. Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco.", "probability": 0.01685492609094779 }, { "score": 9.901400566101074, "text": "Therefore, the rights, privileges and interests of Developer under this Agreement shall not be assigned, sold, transferred, leased, divided or encumbered, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise without the prior written consent of El Pollo Loco, which consent may be given or withheld as El Pollo Loco's sole and absolute right. For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder.", "probability": 0.009530319884932583 }, { "score": 9.848260879516602, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.009037102441287484 }, { "score": 9.438948631286621, "text": "Therefore, the rights, privileges and interests of Developer under this Agreement shall not be assigned, sold, transferred, leased, divided or encumbered, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise without the prior written consent of El Pollo Loco, which consent may be given or withheld as El Pollo Loco's sole and absolute right. For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder. Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%).", "probability": 0.006001601488653847 }, { "score": 9.232032775878906, "text": "Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco", "probability": 0.0048798305357462095 }, { "score": 8.211897850036621, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory", "probability": 0.001759404794902605 }, { "score": 8.163211822509766, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.", "probability": 0.0016757981170962765 }, { "score": 8.01744270324707, "text": "Therefore, the rights, privileges and interests of Developer under this Agreement shall not be assigned, sold, transferred, leased, divided or encumbered, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise without the prior written consent of El Pollo Loco, which consent may be given or withheld as El Pollo Loco's sole and absolute right", "probability": 0.0014484882413006717 }, { "score": 7.965184688568115, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory", "probability": 0.0013747369526725876 }, { "score": 7.912866592407227, "text": "Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco.\n\nc. Any violation by Developer of any covenant, term, or condition of any note or other agreement (including any El Pollo Loco\u00ae Franchise Agreement) between Developer and Franchisor (or an affiliate of El Pollo Loco), the effect of which is to allow Franchisor to terminate (or accelerate the maturity of) such agreement before its stated termination (or maturity) date.\n\nd. Developer's assignment for the benefit of creditors or admission in writing of its inability to pay its debts generally as they become due.", "probability": 0.0013046623993739769 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.06070613861084, "probability": 0.824557305404219 }, { "score": 10.347254753112793, "text": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement.", "probability": 0.14862037817540089 }, { "score": 7.721528053283691, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.010758203259542241 }, { "score": 6.7371954917907715, "text": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement", "probability": 0.00402021746115902 }, { "score": 6.634463310241699, "text": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement. The Development Fee is consideration for this Agreement. The Development Fee is not consideration for any Franchise Agreement and is non-refundable. The $20,000 Development Fee for each El Pollo Loco\u00ae Restaurant shall be applied against the initial franchise fee payable upon the execution of the Franchise Agreement applicable to such El Pollo Loco\u00ae Restaurant.", "probability": 0.003627718050711128 }, { "score": 6.136964797973633, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination.", "probability": 0.002205833191532194 }, { "score": 5.862749099731445, "text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.001676804005510455 }, { "score": 5.092792510986328, "text": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement. The Development Fee is consideration for this Agreement.", "probability": 0.0007764158720036862 }, { "score": 4.988893508911133, "text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "probability": 0.0006997962995740649 }, { "score": 4.676597595214844, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter. A \"Competitive Business\" shall not include a full-service restaurant.\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\n20.2. In the event that any provision of Section 20.1 above shall be determined by a court of competent jurisdiction to be invalid or unenforceable, this Agreement shall not be void, but such provision shall be limited to the extent necessary to make it valid and enforceable.", "probability": 0.0005120864090060205 }, { "score": 4.573544979095459, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination.", "probability": 0.00046194265604823447 }, { "score": 4.403530120849609, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter. A \"Competitive Business\" shall not include a full-service restaurant.", "probability": 0.0003897189756096094 }, { "score": 4.324250221252441, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter", "probability": 0.0003600151105889029 }, { "score": 4.201384544372559, "text": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement. The Development Fee is consideration for this Agreement. The Development Fee is not consideration for any Franchise Agreement and is non-refundable. The $20,000 Development Fee for each El Pollo Loco\u00ae Restaurant shall be applied against the initial franchise fee payable upon the execution of the Franchise Agreement applicable to such El Pollo Loco\u00ae Restaurant", "probability": 0.00031839104467293154 }, { "score": 4.176693439483643, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination", "probability": 0.00031062587776774133 }, { "score": 3.481856346130371, "text": "As an example, the Initial Fee for the first restaurant developed under a Development Agreement would be $40,000 to which $20,000 (from the Development Fee will be credited.", "probability": 0.00015505069520836259 }, { "score": 3.462287664413452, "text": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement. The Development Fee is consideration for this Agreement. The Development Fee is not consideration for any Franchise Agreement and is non-refundable.", "probability": 0.00015204605183961024 }, { "score": 3.364737033843994, "text": "As an example, the Initial Fee for the first restaurant developed under a Development Agreement would be $40,000 to which $20,000 (from the Development Fee will be credited. The Initial Fee for the second and remaining restaurants developed under the same Development Agreement would be $30,000, to which $20,000 from the Development Fee will be credited.", "probability": 0.00013791434678933935 }, { "score": 3.3382415771484375, "text": "Developer", "probability": 0.00013430822703943223 }, { "score": 3.268247365951538, "text": "Developer acknowledges that if Developer fails to open El Pollo Loco\u00ae Restaurants in a timely manner pursuant to the Development Schedule, Franchisor will suffer lost revenues, including royalties and other fees which would be difficult to calculate and which Franchisor would have received had Developer met the agreed schedule or had Franchisor had the right to grant development rights to others in the Territory.", "probability": 0.00012522888577735564 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Price Restrictions": [ { "text": "", "score": 12.022789001464844, "probability": 0.4941025046933386 }, { "score": 10.890724182128906, "text": "As a benefit of signing the Development Agreement, the Initial Fee for the second and each subsequent restaurant developed under the same Development Agreement will be reduced by us to $30,000.", "probability": 0.15928231211733762 }, { "score": 10.424461364746094, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit.", "probability": 0.09992454571460267 }, { "score": 10.06000804901123, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 0.06940521734636247 }, { "score": 9.703505516052246, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually.", "probability": 0.04859202921964864 }, { "score": 9.456104278564453, "text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "probability": 0.037941984603571594 }, { "score": 8.445497512817383, "text": "As a benefit of signing the Development Agreement, the Initial Fee for the second and each subsequent restaurant developed under the same Development Agreement will be reduced by us to $30,000", "probability": 0.013810808446886218 }, { "score": 8.28299617767334, "text": "Developer acknowledges that, among other things, it will be", "probability": 0.011739393725082061 }, { "score": 8.194256782531738, "text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.010742531577002237 }, { "score": 8.102346420288086, "text": "As a benefit of signing the Development Agreement, the Initial Fee for the second and each subsequent restaurant developed under the same Development Agreement will be reduced by us to $30,000. As an example, the Initial Fee for the first restaurant developed under a Development Agreement would be $40,000 to which $20,000 (from the Development Fee will be credited.", "probability": 0.00979919670917476 }, { "score": 8.029796600341797, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually", "probability": 0.009113443161430663 }, { "score": 7.944068908691406, "text": "If Developer proposes, and Franchisor evaluates, more than two (2) sites for each El Pollo Loco\u00ae Restaurant, then Developer shall reimburse Franchisor for the reasonable costs and expenses incurred by Franchisor's representatives in connection with the evaluation of such additional proposed site(s), including, without limitation, the costs of lodging, travel, meals and wages.", "probability": 0.008364720344571943 }, { "score": 7.9017181396484375, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit", "probability": 0.00801786464932781 }, { "score": 7.670267105102539, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.006361225825762375 }, { "score": 7.065493106842041, "text": "As a benefit of signing the Development Agreement, the Initial Fee for the second and each subsequent restaurant developed under the same Development Agreement will be reduced by us to $30,000. As an example, the Initial Fee for the first restaurant developed under a Development Agreement would be $40,000 to which $20,000 (from the Development Fee will be credited. The Initial Fee for the second and remaining restaurants developed under the same Development Agreement would be $30,000, to which $20,000 from the Development Fee will be credited.", "probability": 0.003474487897111373 }, { "score": 6.9632062911987305, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nrequired to submit annual financial statements of Developer and personal financial statements of each of its principal owners and Managing Members to be eligible for financial approval by El Pollo Loco.", "probability": 0.0031366654742531483 }, { "score": 6.422028064727783, "text": "If Developer fails to meet the opening date for any El Pollo Loco\u00ae Restaurant to be developed under this Agreement, Developer shall be in default and Franchisor shall be entitled to exercise all rights and remedies available to Franchisor set forth in Section 11.", "probability": 0.0018257339276045899 }, { "score": 6.421253681182861, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement;", "probability": 0.0018243206565711884 }, { "score": 6.080593585968018, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement; and", "probability": 0.0012976404535263528 }, { "score": 6.037874221801758, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit. Developer also shall carry such worker's compensation insurance as may be required by applicable law.", "probability": 0.001243373456834077 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Minimum Commitment": [ { "text": "", "score": 12.165075302124023, "probability": 0.22286452741845664 }, { "score": 12.153949737548828, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 0.22039877560148033 }, { "score": 11.737829208374023, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually.", "probability": 0.14537520089421616 }, { "score": 11.488016128540039, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually.", "probability": 0.1132394850608031 }, { "score": 11.406780242919922, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit.", "probability": 0.10440410841279638 }, { "score": 10.873211860656738, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 0.06123388085186044 }, { "score": 10.410188674926758, "text": "Developer acknowledges that, among other things, it will be", "probability": 0.03853925989681101 }, { "score": 9.689364433288574, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually", "probability": 0.018743616060278433 }, { "score": 9.656159400939941, "text": "Failure by Developer to meet the requirements of the Development Schedule within the time periods specified therein, including failure by Developer to meet the Site Commitment Date or Opening Date for each site for an El Pollo Loco\u00ae Restaurant in a timely manner as set forth in Exhibit \"B\" and Section 2 above.", "probability": 0.01813145336884984 }, { "score": 9.531718254089355, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually", "probability": 0.01600989611862025 }, { "score": 9.150493621826172, "text": "If Developer fails to meet the opening date for any El Pollo Loco\u00ae Restaurant to be developed under this Agreement, Developer shall be in default and Franchisor shall be entitled to exercise all rights and remedies available to Franchisor set forth in Section 11.", "probability": 0.010935150379862115 }, { "score": 8.502903938293457, "text": "Developer acknowledges that, among other things, it will be", "probability": 0.0057224253208104205 }, { "score": 8.43394660949707, "text": "If Developer has not obtained approval and entered into a binding lease or purchase agreement for each site for El Pollo Loco\u00ae Restaurant(s) to be developed under this Agreement by the applicable Site Commitment Date, Developer shall be in default of its obligations under the Development Schedule and Franchisor shall be entitled to exercise its rights and remedies under this Agreement, up to and including termination of this Agreement.\n\n2.16. Developer also acknowledges that it is required pursuant to this Agreement to open El Pollo Loco\u00ae Restaurants in the future pursuant to dates set forth in the Development Schedule attached as Exhibit \"B\". If Developer fails to meet the opening date for any El Pollo Loco\u00ae Restaurant to be developed under this Agreement, Developer shall be in default and Franchisor shall be entitled to exercise all rights and remedies available to Franchisor set forth in Section 11.", "probability": 0.005341120133829612 }, { "score": 7.991853713989258, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement;", "probability": 0.003432684123196635 }, { "score": 7.859916687011719, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.003008391261840893 }, { "score": 7.74271821975708, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nrequired to submit annual financial statements of Developer and personal financial statements of each of its principal owners and Managing Members to be eligible for financial approval by El Pollo Loco.", "probability": 0.002675689232379449 }, { "score": 7.734572410583496, "text": "If Developer has not obtained approval and entered into a binding lease or purchase agreement for each site for El Pollo Loco\u00ae Restaurant(s) to be developed under this Agreement by the applicable Site Commitment Date, Developer shall be in default of its obligations under the Development Schedule and Franchisor shall be entitled to exercise its rights and remedies under this Agreement, up to and including termination of this Agreement.", "probability": 0.0026539821095545695 }, { "score": 7.678908824920654, "text": "The term (with renewal options) of the lease must match at least the initial term of the franchise agreement; and", "probability": 0.0025102883054786453 }, { "score": 7.632925033569336, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory. The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "probability": 0.002397469528355109 }, { "score": 7.626701831817627, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nrequired to submit annual financial statements of Developer and personal financial statements of each of its principal owners and Managing Members to be eligible for financial approval by El Pollo Loco. In the event any of the majority owners of Developer shall also be the Managing Members and/or majority owners of any other entity which is a franchisee of El Pollo Loco, then each such franchisee entity must be operationally and financially approved by Franchisor before approval for expansion will be granted to any one franchisee entity. \"Managing Members\" shall be any individuals who are designated as the primary decision makers or general managers of the franchisee entity and those individuals who (individually or collectively) own at least 51% interest in the franchisee entity.", "probability": 0.002382595920520104 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Volume Restriction": [ { "text": "", "score": 12.039130210876465, "probability": 0.46535202980771656 }, { "score": 10.77907943725586, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 0.13199227509896294 }, { "score": 10.335020065307617, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually.", "probability": 0.0846634535089084 }, { "score": 10.309093475341797, "text": "If Developer proposes, and Franchisor evaluates, more than two (2) sites for each El Pollo Loco\u00ae Restaurant, then Developer shall reimburse Franchisor for the reasonable costs and expenses incurred by Franchisor's representatives in connection with the evaluation of such additional proposed site(s), including, without limitation, the costs of lodging, travel, meals and wages.", "probability": 0.08249662941929074 }, { "score": 10.017792701721191, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit.", "probability": 0.061648978699228356 }, { "score": 9.807071685791016, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.04993567351465911 }, { "score": 9.398951530456543, "text": "Developer must submit one or more site(s) for approval, enter into binding leases or purchase agreements and open to the public the number of El Pollo Loco\u00ae Restaurant(s) on such approved sites each calendar year as required on the Development Schedule, all as set forth on Exhibit \"B\" attached hereto and made a part hereof.", "probability": 0.033202178528468636 }, { "score": 8.580832481384277, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually", "probability": 0.01465082199883859 }, { "score": 8.46924114227295, "text": "Developer acknowledges that, among other things, it will be", "probability": 0.013103837207433992 }, { "score": 8.354286193847656, "text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.011680843070493729 }, { "score": 8.061964988708496, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually.", "probability": 0.008720084692784213 }, { "score": 8.038697242736816, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 0.008519530250277624 }, { "score": 7.928413391113281, "text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "probability": 0.007629919942319934 }, { "score": 7.8712849617004395, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "probability": 0.007206251573165532 }, { "score": 7.550630569458008, "text": "If Developer proposes, and Franchisor evaluates, more than two (2) sites for each El Pollo Loco\u00ae Restaurant, then Developer shall reimburse Franchisor for the reasonable costs and expenses incurred by Franchisor's representatives in connection with the evaluation of such additional proposed site(s), including, without limitation, the costs of lodging, travel, meals and wages", "probability": 0.0052293894489439515 }, { "score": 7.124991416931152, "text": "Developer must submit one or more site(s) for approval, enter into binding leases or purchase agreements and open to the public the number of El Pollo Loco\u00ae Restaurant(s) on such approved sites each calendar year as required on the Development Schedule, all as set forth on Exhibit \"B\" attached hereto and made a part hereof.", "probability": 0.0034166323691611723 }, { "score": 7.114144325256348, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nrequired to submit annual financial statements of Developer and personal financial statements of each of its principal owners and Managing Members to be eligible for financial approval by El Pollo Loco. In the event any of the majority owners of Developer shall also be the Managing Members and/or majority owners of any other entity which is a franchisee of El Pollo Loco, then each such franchisee entity must be operationally and financially approved by Franchisor before approval for expansion will be granted to any one franchisee entity. \"Managing Members\" shall be any individuals who are designated as the primary decision makers or general managers of the franchisee entity and those individuals who (individually or collectively) own at least 51% interest in the franchisee entity.", "probability": 0.003379772119300664 }, { "score": 6.954160690307617, "text": "Developer's use of the El Pollo Loco\u00ae Marks shall be limited to those rights granted under each individual Franchise Agreement.", "probability": 0.0028800989521645787 }, { "score": 6.686708927154541, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually", "probability": 0.002204218201300108 }, { "score": 6.632246494293213, "text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter. A \"Competitive Business\" shall not include a full-service restaurant.", "probability": 0.002087381596581396 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.20504379272461, "probability": 0.581034443250375 }, { "score": 11.462586402893066, "text": "Developer acknowledges that it will receive one (1) copy of the Operations Manual on loan from Franchisor and that the Operations Manual shall at all times remain the sole property of the Franchisor.", "probability": 0.27653921794754255 }, { "score": 10.17622184753418, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 0.07640041228872654 }, { "score": 8.936983108520508, "text": "Developer acknowledges that it will receive one (1) copy of the Operations Manual on loan from Franchisor and that the Operations Manual shall at all times remain the sole property of the Franchisor", "probability": 0.02212591074347173 }, { "score": 8.305213928222656, "text": "Developer acknowledges that it will receive one (1) copy of the Operations Manual on loan from Franchisor and that the Operations Manual shall at all times remain the sole property of the Franchisor.", "probability": 0.011763248923210182 }, { "score": 8.010438919067383, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco", "probability": 0.00876008111089846 }, { "score": 7.875247955322266, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%).", "probability": 0.007652360791255307 }, { "score": 7.830028533935547, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.", "probability": 0.007314032615256823 }, { "score": 6.625970840454102, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 0.002194023527867123 }, { "score": 5.883862495422363, "text": "Developer acknowledges that it will receive one (1) copy of the Operations Manual on loan from Franchisor and that the Operations Manual shall at all times remain the sole property of the Franchisor", "probability": 0.0010445944672649889 }, { "score": 5.688471794128418, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks.", "probability": 0.0008591927779637406 }, { "score": 5.578008651733398, "text": "Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.0007693378238133105 }, { "score": 5.571496963500977, "text": "Building designs and specifications, color schemes and combinations, sign design specifications, and interior building layouts (including equipment, equipment specification, equipment layouts, and interior color schemes and combinations) are acknowledged by Developer to comprise part of the El Pollo Loco\u00ae System. Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.\n\n6.2. Developer acknowledges that, in connection with its execution of this Agreement, it may receive confidential and proprietary information regarding the El Pollo Loco\u00ae System, including but not limited to the El Pollo Loco Operational Manual. Developer recognizes the unique value and secondary meaning attached to the El Pollo Loco\u00ae Marks and the El Pollo Loco\u00ae System, and Developer agrees that any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees. Developer, therefore, agrees that if it should engage in any such unauthorized or improper use during, or after, the term of this Agreement, Franchisor shall be entitled to both seek temporary and permanent injunctive relief from any court of competent jurisdiction in addition to any other remedies prescribed by law.\n\n6.3. Developer acknowledges that it will receive one (1) copy of the Operations Manual on loan from Franchisor and that the Operations Manual shall at all times remain the sole property of the Franchisor.", "probability": 0.0007643444111766271 }, { "score": 5.447022914886475, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%).", "probability": 0.0006748864395003083 }, { "score": 5.409750461578369, "text": "For this purpose, Franchisor agrees to approve any such assignment not in conflict with the other terms of this Agreement, subject to the condition of any Franchise Agreements involved, and current policies pertaining to assignments, including, but not limited to, satisfaction of all past due debts owed to Franchisor and the execution of a General Release.", "probability": 0.0006501947839629034 }, { "score": 4.744085788726807, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.00033415578713545316 }, { "score": 4.630650997161865, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.0002983217258895519 }, { "score": 4.599198818206787, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%). Franchisee also must be owned and controlled by the same three (3) persons with each retaining the same percentage of ownership).", "probability": 0.0002890848785110668 }, { "score": 4.566747665405273, "text": "Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco.", "probability": 0.0002798543220712182 }, { "score": 4.4631028175354, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.0002523013841073568 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.142240524291992, "probability": 0.9975097189068834 }, { "score": 5.7718706130981445, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%).", "probability": 0.0017072638150011509 }, { "score": 4.511281490325928, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%). Franchisee also must be owned and controlled by the same three (3) persons with each retaining the same percentage of ownership).", "probability": 0.0004839870436294434 }, { "score": 2.8226897716522217, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks.", "probability": 8.943091415508051e-05 }, { "score": 1.636152982711792, "text": "Franchisee also must be owned and controlled by the same three (3) persons with each retaining the same percentage of ownership).", "probability": 2.7301171937512396e-05 }, { "score": 1.6045602560043335, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%).", "probability": 2.6452135774858035e-05 }, { "score": 1.448805809020996, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g.,", "probability": 2.263692575012231e-05 }, { "score": 1.193321943283081, "text": "Notwithstanding", "probability": 1.753324143925736e-05 }, { "score": 1.1887969970703125, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:", "probability": 1.7454083692147006e-05 }, { "score": 0.8783597946166992, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks", "probability": 1.2796048870591517e-05 }, { "score": 0.8233051300048828, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements,", "probability": 1.211060816871251e-05 }, { "score": 0.7811712026596069, "text": "For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder. Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%).", "probability": 1.1610941070684284e-05 }, { "score": 0.7495956420898438, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 1.1250046801347886e-05 }, { "score": 0.5632551908493042, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 9.337437318152867e-06 }, { "score": 0.4286487102508545, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks. This Agreement is not a Franchise Agreement.", "probability": 8.161478627594821e-06 }, { "score": 0.36104536056518555, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%). Franchisee also must be owned and controlled by the same three (3) persons with each retaining the same percentage of ownership). All other entity structures shall require the prior written approval of Franchisor.", "probability": 7.627971925188185e-06 }, { "score": 0.3459787368774414, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer", "probability": 7.513905597683144e-06 }, { "score": 0.23435378074645996, "text": "Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%). Franchisee also must be owned and controlled by the same three (3) persons with each retaining the same percentage of ownership).", "probability": 6.720284079779134e-06 }, { "score": 0.15430724620819092, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:\n\na. Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.\n\n11.4. If any of such rights are terminated or modified in accordance with this Section 11.3, such action shall be without prejudice to Franchisor's right to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, and/or to terminate any other rights, options or arrangements under this Agreement at any time thereafter for the same default or as a result of any additional defaults of the terms of this Agreement.\n\n12. Effect of Termination.\n\n12.1. Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 6.203315411270958e-06 }, { "score": -0.08364081382751465, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks.", "probability": 4.88972386635472e-06 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__License Grant": [ { "score": 12.498157501220703, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.5127257892050844 }, { "text": "", "score": 11.733372688293457, "probability": 0.23864005373253924 }, { "score": 10.829858779907227, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s).", "probability": 0.09668347098514461 }, { "score": 10.301307678222656, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s).", "probability": 0.0569908857141326 }, { "score": 10.09941291809082, "text": "Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.", "probability": 0.04657186461495299 }, { "score": 8.640525817871094, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements", "probability": 0.010827719809564937 }, { "score": 8.332976341247559, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\"). (If exclusive agreement, add \"Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.\")", "probability": 0.007961042975310573 }, { "score": 8.296985626220703, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.0076796141368153355 }, { "score": 7.905106544494629, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.005189774366495855 }, { "score": 7.754478454589844, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.004464075471634939 }, { "score": 7.650224685668945, "text": "Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"", "probability": 0.004022116926842214 }, { "score": 7.3625993728637695, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.0030167589204424883 }, { "score": 6.569705963134766, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s", "probability": 0.0013651845762743988 }, { "score": 6.1990203857421875, "text": "Developer may not open an El Pollo Loco\u00ae Restaurant or use the El Pollo Loco\u00ae Marks at a particular site until it executes a Franchise Agreement for that site.", "probability": 0.0009423335903767885 }, { "score": 5.603786468505859, "text": "Developer desires to obtain development rights for multiple restaurants under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified geographical (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof (or if single unit, replace with \"Developer desires to obtain development rights for a single restaurant under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified address (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof.\")\n\nD.Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"", "probability": 0.0005196343673589557 }, { "score": 5.588089466094971, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor,", "probability": 0.0005115413496739698 }, { "score": 5.55300760269165, "text": "Developer's use of the El Pollo Loco\u00ae Marks shall be limited to those rights granted under each individual Franchise Agreement.", "probability": 0.0004939066633494749 }, { "score": 5.5327324867248535, "text": "Notwithstanding the foregoing, El Pollo Loco\u00ae may authorize Developer in writing to use the Marks in connection with advertising and marketing activities in connection with this Agreement.", "probability": 0.0004839934834992636 }, { "score": 5.520946025848389, "text": "Developer's use of the El Pollo Loco\u00ae Marks shall be limited to those rights granted under each individual Franchise Agreement. Notwithstanding the foregoing, El Pollo Loco\u00ae may authorize Developer in writing to use the Marks in connection with advertising and marketing activities in connection with this Agreement.", "probability": 0.00047832239989644586 }, { "score": 5.418893814086914, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s). Developer will execute El Pollo Loco's then standard Franchise Agreement in use at the time of execution for each restaurant developed under this Agreement, and agrees to pay Franchisor the current fees, royalties and other required payments in accordance with the Franchise Agreement and Franchise Disclosure Document then in effect. Execution of the appropriate Franchise Agreement and payment of the initial franchise fee and/or any other required fees must be accomplished prior to the commencement of construction at any site.\n\n2.4. Developer must satisfy all Franchisor's financial and operational criteria then in effect and in addition, if Developer is also a Franchisee of one or more El Pollo Loco Restaurants, Franchisee must also be in good standing with Franchisor and satisfy all Franchisor's financial and operational criteria then in effect prior to El Pollo Loco's execution of each standard Franchise Agreement issued pursuant to this Agreement. Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 0.00043191671061067 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Transferable License": [ { "text": "", "score": 12.021140098571777, "probability": 0.6380896035808399 }, { "score": 10.134101867675781, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.09668328052757008 }, { "score": 9.85953140258789, "text": "Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.", "probability": 0.07346947559882805 }, { "score": 9.76213264465332, "text": "Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco.", "probability": 0.06665108090009342 }, { "score": 9.551615715026855, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.053998395568182 }, { "score": 8.746878623962402, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.02414837870214198 }, { "score": 8.197956085205078, "text": "Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco.", "probability": 0.013947422227049044 }, { "score": 7.354785919189453, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.0060021908160180605 }, { "score": 7.337541580200195, "text": "Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"\n\nNOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, the parties hereto agree as follows:\n\n1.Development Rights in Territory.\n\n1.1. Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.005899574322593592 }, { "score": 6.787618160247803, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.0034040189566985355 }, { "score": 6.780029296875, "text": "Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"", "probability": 0.003378284094601497 }, { "score": 6.704755783081055, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:\n\na. Establish and operate or franchise others to establish and operate an El Pollo Loco restaurant located outside of the Territory;", "probability": 0.0031333239392032724 }, { "score": 6.66281270980835, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\"). (If exclusive agreement, add \"Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.\")", "probability": 0.0030046206763998523 }, { "score": 5.9080705642700195, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.", "probability": 0.0014125678011006843 }, { "score": 5.834744930267334, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements", "probability": 0.0013126966720941647 }, { "score": 5.785662651062012, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 0.0012498221615811593 }, { "score": 5.776401042938232, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory;", "probability": 0.0012383002366329623 }, { "score": 5.721928596496582, "text": "b. Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco.", "probability": 0.0011726512558699106 }, { "score": 5.464128494262695, "text": "Developer desires to obtain development rights for multiple restaurants under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified geographical (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof (or if single unit, replace with \"Developer desires to obtain development rights for a single restaurant under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified address (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof.\")\n\nD.Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"", "probability": 0.0009061658916431738 }, { "score": 5.4552388191223145, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s).", "probability": 0.0008981460708585787 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.044742584228516, "probability": 0.5234482502656975 }, { "score": 11.168331146240234, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.2178979282438356 }, { "score": 10.183134078979492, "text": "Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.", "probability": 0.0813555997694387 }, { "score": 9.851263046264648, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.", "probability": 0.058379139991510176 }, { "score": 9.121039390563965, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.02812714089669916 }, { "score": 8.991554260253906, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.024711033593683155 }, { "score": 8.289119720458984, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s).", "probability": 0.012241297890816556 }, { "score": 8.211355209350586, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.011325431783103922 }, { "score": 8.081870079040527, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.009949931501501847 }, { "score": 7.706211566925049, "text": "Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"\n\nNOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, the parties hereto agree as follows:\n\n1.Development Rights in Territory.\n\n1.1. Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.006833979505322984 }, { "score": 7.337366580963135, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants", "probability": 0.004725919611582143 }, { "score": 7.059630393981934, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:\n\na. Establish and operate or franchise others to establish and operate an El Pollo Loco restaurant located outside of the Territory;", "probability": 0.003579868191854373 }, { "score": 6.930145263671875, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:\n\na. Establish and operate or franchise others to establish and operate an El Pollo Loco restaurant located outside of the Territory;", "probability": 0.0031450847946032294 }, { "score": 6.918097019195557, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.0031074194006615766 }, { "score": 6.814925670623779, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements", "probability": 0.0028028065612073273 }, { "score": 6.788611888885498, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.002730016018386793 }, { "score": 6.547389030456543, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.0021448821696170117 }, { "score": 6.347071170806885, "text": "Building designs and specifications, color schemes and combinations, sign design specifications, and interior building layouts (including equipment, equipment specification, equipment layouts, and interior color schemes and combinations) are acknowledged by Developer to comprise part of the El Pollo Loco\u00ae System. Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.", "probability": 0.0017555228954077588 }, { "score": 5.690747261047363, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco. At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement. Franchisor shall have no duty to execute any Franchise Agreement with Developer after the termination of this Agreement. The foregoing remedies are nonexclusive, and nothing stated in this Section 12 shall prevent El Pollo Loco's pursuit of any other remedies available to Franchisor in law or at equity due to the termination of this Agreement.\n\n12.2. Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.", "probability": 0.0009106859692180466 }, { "score": 5.595635890960693, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory;", "probability": 0.0008280609458520198 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.181245803833008, "probability": 0.8133726820541572 }, { "score": 10.06558895111084, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.09805539315904678 }, { "score": 9.013923645019531, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.", "probability": 0.03425618900330367 }, { "score": 7.727794647216797, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.009466301212187157 }, { "score": 7.681432723999023, "text": "Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.", "probability": 0.009037443431796669 }, { "score": 7.580517768859863, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.008169938432571236 }, { "score": 6.859949111938477, "text": "Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.", "probability": 0.0039744752075362485 }, { "score": 6.732863426208496, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants", "probability": 0.003500154220060847 }, { "score": 6.669771194458008, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.0032861438610534066 }, { "score": 6.615505695343018, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s).", "probability": 0.003112571705800591 }, { "score": 6.522494316101074, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.0028361228344196345 }, { "score": 6.292902946472168, "text": "Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"\n\nNOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, the parties hereto agree as follows:\n\n1.Development Rights in Territory.\n\n1.1. Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.002254315886524847 }, { "score": 5.974795818328857, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:\n\na. Establish and operate or franchise others to establish and operate an El Pollo Loco restaurant located outside of the Territory;", "probability": 0.0016400708178497632 }, { "score": 5.933663845062256, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s).", "probability": 0.0015739800091585756 }, { "score": 5.827518939971924, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:\n\na. Establish and operate or franchise others to establish and operate an El Pollo Loco restaurant located outside of the Territory;", "probability": 0.0014154712919591814 }, { "score": 5.552616119384766, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.0010752570223664 }, { "score": 5.405339241027832, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.000928005931251544 }, { "score": 5.388622283935547, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements", "probability": 0.0009126214450880507 }, { "score": 4.98258638381958, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory;", "probability": 0.0006080671178002675 }, { "score": 4.8353095054626465, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory;", "probability": 0.000524795356068267 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.714029312133789, "probability": 0.9154334489910829 }, { "score": 8.989053726196289, "text": "Developer expressly agrees that such usage is limited to those specific activities or promotional materials approved by El Pollo Loco's marketing department in advance.", "probability": 0.06000465136185572 }, { "score": 7.187196731567383, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.009900300272994251 }, { "score": 6.589690208435059, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s).", "probability": 0.005446964952764979 }, { "score": 6.390115737915039, "text": "Developer expressly agrees that such usage is limited to those specific activities or promotional materials approved by El Pollo Loco's marketing department in advance", "probability": 0.004461495811883268 }, { "score": 5.623180866241455, "text": "Developer expressly agrees that such usage is limited to those specific activities or promotional materials approved by El Pollo Loco's marketing department in advance.", "probability": 0.002072072309012018 }, { "score": 4.684525012969971, "text": "Notwithstanding the foregoing, El Pollo Loco\u00ae may authorize Developer in writing to use the Marks in connection with advertising and marketing activities in connection with this Agreement. Developer expressly agrees that such usage is limited to those specific activities or promotional materials approved by El Pollo Loco's marketing department in advance.", "probability": 0.000810497816917182 }, { "score": 3.9977242946624756, "text": "Developer expressly agrees that such usage is limited to those specific activities or promotional materials approved by El Pollo Loco's marketing department in advance. Developer further agrees that its use of the Marks shall not create in its favor any right, title, or interest in or to El Pollo Loco\u00ae Marks, but that all of such use shall inure to the benefit of El Pollo Loco, and Developer has no rights to the Marks except to the degree specifically granted by the individual Franchise Agreement(s). Building designs and specifications, color schemes and combinations, sign design specifications, and interior building layouts (including equipment, equipment specification, equipment layouts, and interior color schemes and combinations) are acknowledged by Developer to comprise part of the El Pollo Loco\u00ae System. Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.", "probability": 0.00040782898387466067 }, { "score": 3.3871114253997803, "text": "Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"\n\nNOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, the parties hereto agree as follows:\n\n1.Development Rights in Territory.\n\n1.1. Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.00022145846613584388 }, { "score": 3.086729049682617, "text": "Developer's use of the El Pollo Loco\u00ae Marks shall be limited to those rights granted under each individual Franchise Agreement. Notwithstanding the foregoing, El Pollo Loco\u00ae may authorize Developer in writing to use the Marks in connection with advertising and marketing activities in connection with this Agreement. Developer expressly agrees that such usage is limited to those specific activities or promotional materials approved by El Pollo Loco's marketing department in advance.", "probability": 0.00016399774609120258 }, { "score": 3.05488920211792, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements", "probability": 0.0001588583360477146 }, { "score": 2.759814739227295, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.00011826624234564455 }, { "score": 2.7582688331604004, "text": "Developer may not open an El Pollo Loco\u00ae Restaurant or use the El Pollo Loco\u00ae Marks at a particular site until it executes a Franchise Agreement for that site. Developer's use of the El Pollo Loco\u00ae Marks shall be limited to those rights granted under each individual Franchise Agreement. Notwithstanding the foregoing, El Pollo Loco\u00ae may authorize Developer in writing to use the Marks in connection with advertising and marketing activities in connection with this Agreement. Developer expressly agrees that such usage is limited to those specific activities or promotional materials approved by El Pollo Loco's marketing department in advance.", "probability": 0.00011808355508914526 }, { "score": 2.756377696990967, "text": "Developer expressly agrees that such usage is limited to those specific activities or promotional materials approved by El Pollo Loco's marketing department in advance", "probability": 0.00011786045403083275 }, { "score": 2.7123360633850098, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 0.00011278233228144699 }, { "score": 2.6405229568481445, "text": "Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.", "probability": 0.00010496706051389468 }, { "score": 2.6363182067871094, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.00010452662686539996 }, { "score": 2.46576189994812, "text": "Developer", "probability": 8.813639296503022e-05 }, { "score": 2.4053547382354736, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\"", "probability": 8.296993995132178e-05 }, { "score": 2.247192144393921, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\",", "probability": 7.083234729758127e-05 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.006988525390625, "probability": 0.997832290137098 }, { "score": 5.661738872528076, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 0.001751260060441287 }, { "score": 3.3292105197906494, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 0.00016995989366811135 }, { "score": 2.081354856491089, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\"). (If exclusive agreement, add \"Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.\")", "probability": 4.879885387025115e-05 }, { "score": 1.8560564517974854, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco. At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement.", "probability": 3.8955050167898904e-05 }, { "score": 1.4199939966201782, "text": "Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s).", "probability": 2.5187452817311402e-05 }, { "score": 1.3897451162338257, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco", "probability": 2.443696844898139e-05 }, { "score": 1.3476507663726807, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements", "probability": 2.3429659885087198e-05 }, { "score": 1.046010971069336, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 1.7328680148395718e-05 }, { "score": 0.5055739879608154, "text": "Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"\n\nNOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, the parties hereto agree as follows:\n\n1.Development Rights in Territory.\n\n1.1. Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 1.009384626823448e-05 }, { "score": 0.35543733835220337, "text": "At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement.", "probability": 8.686666885140461e-06 }, { "score": 0.27274197340011597, "text": "Developer desires to obtain development rights for multiple restaurants under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified geographical (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof (or if single unit, replace with \"Developer desires to obtain development rights for a single restaurant under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified address (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof.\")\n\nD.Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"", "probability": 7.99721969561987e-06 }, { "score": 0.23813164234161377, "text": "Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"", "probability": 7.725168324830382e-06 }, { "score": 0.19711899757385254, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory. The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "probability": 7.414747833565102e-06 }, { "score": -0.050991177558898926, "text": "D.Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"\n\nNOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, the parties hereto agree as follows:\n\n1.Development Rights in Territory.\n\n1.1. Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 5.78553474164827e-06 }, { "score": -0.2026386260986328, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\"). (", "probability": 4.971458927079579e-06 }, { "score": -0.2308788299560547, "text": "Franch", "probability": 4.833027775368796e-06 }, { "score": -0.41034501791000366, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 4.0390396443349744e-06 }, { "score": -0.4469294548034668, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco. At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement. Franchisor shall have no duty to execute any Franchise Agreement with Developer after the termination of this Agreement.", "probability": 3.893943958241041e-06 }, { "score": -0.737309455871582, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s", "probability": 2.9125894007444005e-06 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Source Code Escrow": [ { "text": "", "score": 12.221395492553711, "probability": 0.998101917260336 }, { "score": 5.855852127075195, "text": "Developer acknowledges that, among other things, it will be", "probability": 0.001716542386412516 }, { "score": 2.730778694152832, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 7.541407081462869e-05 }, { "score": 1.449352741241455, "text": "Developer's voluntary abandonment of any of Developer's restaurants.", "probability": 2.093804669961198e-05 }, { "score": 1.075382113456726, "text": "Developer's voluntary abandonment of any of Developer's restaurants.\n\n11.2. The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the termination of this Agreement, if such default is not cured within thirty (30) days after written notice by Franchisor to Developer:", "probability": 1.440531581795339e-05 }, { "score": 0.6889001131057739, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 9.78759034704855e-06 }, { "score": 0.5513933897018433, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 8.53016383922353e-06 }, { "score": 0.4897397756576538, "text": "The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the termination of this Agreement, if such default is not cured within thirty (30) days after written notice by Franchisor to Developer:", "probability": 8.020132594219585e-06 }, { "score": 0.29541194438934326, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 6.603680356705576e-06 }, { "score": 0.1579052209854126, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 5.755295571963442e-06 }, { "score": 0.08015823364257812, "text": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement:", "probability": 5.3247907373430975e-06 }, { "score": -0.06699717044830322, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 4.596145459241524e-06 }, { "score": -0.13677144050598145, "text": "Developer must satisfy all Franchisor's financial and operational criteria then in effect and in addition, if Developer is also a Franchisee of one or more El Pollo Loco Restaurants, Franchisee must also be in good standing with Franchisor and satisfy all Franchisor's financial and operational criteria then in effect prior to El Pollo Loco's execution of each standard Franchise Agreement issued pursuant to this Agreement. Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 4.286385077845943e-06 }, { "score": -0.2920793890953064, "text": "The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the termination of this Agreement, if such default is not cured within thirty (30) days after written notice by Franchisor to Developer:", "probability": 3.6697949550015687e-06 }, { "score": -0.349560022354126, "text": "Developer", "probability": 3.4648008514982003e-06 }, { "score": -0.49768590927124023, "text": "among other things, it will be", "probability": 2.987775915835262e-06 }, { "score": -0.6036593914031982, "text": "Developer acknowledges that, among other things, it will", "probability": 2.687350563492617e-06 }, { "score": -0.96445631980896, "text": "Developer acknowledges that, among other things, it will be", "probability": 1.8734073014545959e-06 }, { "score": -1.1099458932876587, "text": "dissolution of Developer, where such order, judgment, or decree remains unstayed and in effect for more than thirty (30) days.\n\ni. Developer's voluntary abandonment of any of Developer's restaurants.", "probability": 1.619745901055468e-06 }, { "score": -1.137413740158081, "text": "The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the immediate termination of this Agreement.", "probability": 1.5758604473371841e-06 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Post-Termination Services": [ { "score": 12.547048568725586, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco.", "probability": 0.22963407625575058 }, { "text": "", "score": 12.331460952758789, "probability": 0.18510059854674657 }, { "score": 12.104066848754883, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "probability": 0.14745239076615274 }, { "score": 11.66727352142334, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco. At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement.", "probability": 0.09526971954077529 }, { "score": 11.169259071350098, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco. At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement. Franchisor shall have no duty to execute any Franchise Agreement with Developer after the termination of this Agreement.", "probability": 0.05789885285177782 }, { "score": 10.843653678894043, "text": "At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement.", "probability": 0.04180818690605546 }, { "score": 10.694907188415527, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco", "probability": 0.03602977532161504 }, { "score": 10.600147247314453, "text": "Franchisor shall have no duty to execute any Franchise Agreement with Developer after the termination of this Agreement. The foregoing remedies are nonexclusive, and nothing stated in this Section 12 shall prevent El Pollo Loco's pursuit of any other remedies available to Franchisor in law or at equity due to the termination of this Agreement.\n\n12.2. Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.", "probability": 0.03277236886700155 }, { "score": 10.414100646972656, "text": "At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement. Franchisor shall have no duty to execute any Franchise Agreement with Developer after the termination of this Agreement. The foregoing remedies are nonexclusive, and nothing stated in this Section 12 shall prevent El Pollo Loco's pursuit of any other remedies available to Franchisor in law or at equity due to the termination of this Agreement.\n\n12.2. Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.", "probability": 0.027208764548007913 }, { "score": 10.3456392288208, "text": "At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement. Franchisor shall have no duty to execute any Franchise Agreement with Developer after the termination of this Agreement.", "probability": 0.025408346674488706 }, { "score": 10.14621639251709, "text": "Franchisor shall have no duty to execute any Franchise Agreement with Developer after the termination of this Agreement.", "probability": 0.02081460477530732 }, { "score": 10.02085018157959, "text": "Franchisor shall have no duty to execute any Franchise Agreement with Developer after the termination of this Agreement.", "probability": 0.01836209860995984 }, { "score": 9.887874603271484, "text": "Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.", "probability": 0.01607576894356103 }, { "score": 9.834802627563477, "text": "At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement. Franchisor shall have no duty to execute any Franchise Agreement with Developer after the termination of this Agreement.", "probability": 0.015244840653668521 }, { "score": 9.762019157409668, "text": "At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement.", "probability": 0.014174685435451037 }, { "score": 9.700733184814453, "text": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory", "probability": 0.013332060325094054 }, { "score": 9.414058685302734, "text": "Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "probability": 0.01000912508847127 }, { "score": 8.995713233947754, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination.", "probability": 0.006587353894398633 }, { "score": 8.371213912963867, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.0035277222701012587 }, { "score": 8.301041603088379, "text": "Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco. At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement", "probability": 0.0032886597256150544 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Audit Rights": [ { "text": "", "score": 12.222635269165039, "probability": 0.9799461652861062 }, { "score": 7.6181440353393555, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 0.009806117277710474 }, { "score": 7.028965950012207, "text": "Developer acknowledges that, among other things, it will be", "probability": 0.0054402679633385785 }, { "score": 6.4202656745910645, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually.", "probability": 0.0029598187761860724 }, { "score": 4.878942966461182, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually.", "probability": 0.0006336904671470732 }, { "score": 4.513983249664307, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually", "probability": 0.0004399235211584272 }, { "score": 4.2177839279174805, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 0.00032714437084153003 }, { "score": 3.2631006240844727, "text": "Developer acknowledges that, among other things, it will be", "probability": 0.0001259290018397098 }, { "score": 2.9174752235412598, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nrequired to submit annual financial statements of Developer and personal financial statements of each of its principal owners and Managing Members to be eligible for financial approval by El Pollo Loco.", "probability": 8.912972298349311e-05 }, { "score": 2.500054359436035, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer", "probability": 5.8713636372307143e-05 }, { "score": 1.962791919708252, "text": "Developer acknowledges that, among other things, it will be\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nrequired to submit annual financial statements of Developer and personal financial statements of each of its principal owners and Managing Members to be eligible for financial approval by El Pollo Loco.", "probability": 3.430906367329206e-05 }, { "score": 1.9314916133880615, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually", "probability": 3.325181193754515e-05 }, { "score": 1.5293974876403809, "text": "required to submit annual financial statements of Developer and personal financial statements of each of its principal owners and Managing Members to be eligible for financial approval by El Pollo Loco.", "probability": 2.224272823357413e-05 }, { "score": 1.3977687358856201, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer", "probability": 1.9499452387380094e-05 }, { "score": 1.3488807678222656, "text": "Developer", "probability": 1.856909081739639e-05 }, { "score": 1.158013105392456, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will", "probability": 1.5342561319532776e-05 }, { "score": 0.8085906505584717, "text": "Developer", "probability": 1.0817966287924909e-05 }, { "score": 0.5688350200653076, "text": "Developer acknowledges that, among other things, it will", "probability": 8.511793450801947e-06 }, { "score": 0.11981940269470215, "text": "Developer must satisfy all Franchisor's financial and operational criteria then in effect and in addition, if Developer is also a Franchisee of one or more El Pollo Loco Restaurants, Franchisee must also be in good standing with Franchisor and satisfy all Franchisor's financial and operational criteria then in effect prior to El Pollo Loco's execution of each standard Franchise Agreement issued pursuant to this Agreement. Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 5.432704353510724e-06 }, { "score": 0.06108427047729492, "text": "Developer", "probability": 5.1228038549023706e-06 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Uncapped Liability": [ { "text": "", "score": 12.321621894836426, "probability": 0.6537850289785252 }, { "score": 11.197980880737305, "text": "Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer.", "probability": 0.2125415675970015 }, { "score": 9.89729118347168, "text": "ANY ACTION BETWEEN DEVELOPER AND FRANCHISOR SHALL INVOLVE ONLY THE INDIVIDUAL CLAIMS OF DEVELOPER AND SHALL NOT INVOLVE ANY CLASS, GROUP, CONSOLIDATED, REPRESENTATIVE OR ASSOCIATIONAL ACTION.", "probability": 0.05788439802996904 }, { "score": 8.964883804321289, "text": "Such Losses shall include, without limitation, those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor.", "probability": 0.022783589203865768 }, { "score": 8.825895309448242, "text": "Developer, therefore, agrees that if it should engage in any such unauthorized or improper use during, or after, the term of this Agreement, Franchisor shall be entitled to both seek temporary and permanent injunctive relief from any court of competent jurisdiction in addition to any other remedies prescribed by law.", "probability": 0.019827146026602734 }, { "score": 8.330938339233398, "text": "Such Losses shall include, without limitation, those arising from latent or other defects in the restaurant whether or not discoverable by Franchisor, and those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor.", "probability": 0.012086571463916649 }, { "score": 7.187965393066406, "text": "Such Losses shall include, without limitation, those arising from latent or other defects in the restaurant whether or not discoverable by Franchisor, and those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor. Developer further agrees to indemnify and hold harmless Franchisor from all said Losses and shall pay for and be responsible for all said Losses, however caused, whether by any individual, employee, third person or party, vendor, visitor, invitee, trespasser or any firm or corporation whatsoever, whether caused by or contributed to by Franchisor, the combined conduct of Developer and Franchisor, or active or passive negligence of Franchisor, but for the sole negligence or willful misconduct of Franchisor.", "probability": 0.0038540405589116617 }, { "score": 7.047657489776611, "text": "Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer", "probability": 0.0033495104153842504 }, { "score": 6.740461349487305, "text": "Developer further agrees to indemnify and hold harmless Franchisor from all said Losses and shall pay for and be responsible for all said Losses, however caused, whether by any individual, employee, third person or party, vendor, visitor, invitee, trespasser or any firm or corporation whatsoever, whether caused by or contributed to by Franchisor, the combined conduct of Developer and Franchisor, or active or passive negligence of Franchisor, but for the sole negligence or willful misconduct of Franchisor.", "probability": 0.0024635860939419053 }, { "score": 6.70073938369751, "text": "Developer acknowledges that violation of the covenants not to compete contained in this Agreement would result in immediate and irreparable injury to Franchisor for which no adequate remedy at law will be available.", "probability": 0.0023676456964985743 }, { "score": 6.549430847167969, "text": "Developer recognizes the unique value and secondary meaning attached to the El Pollo Loco\u00ae Marks and the El Pollo Loco\u00ae System, and Developer agrees that any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees. Developer, therefore, agrees that if it should engage in any such unauthorized or improper use during, or after, the term of this Agreement, Franchisor shall be entitled to both seek temporary and permanent injunctive relief from any court of competent jurisdiction in addition to any other remedies prescribed by law.", "probability": 0.002035186677060815 }, { "score": 6.277350425720215, "text": "ANY ACTION BETWEEN DEVELOPER AND FRANCHISOR SHALL INVOLVE ONLY THE INDIVIDUAL CLAIMS OF DEVELOPER AND SHALL NOT INVOLVE ANY CLASS, GROUP, CONSOLIDATED, REPRESENTATIVE OR ASSOCIATIONAL ACTION", "probability": 0.001550390952333282 }, { "score": 6.197457313537598, "text": "any reason to fully inform any third party of Developer's lack of authority to bind the Franchisor for any purpose. Such Losses shall include, without limitation, those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor.", "probability": 0.0014313442164717515 }, { "score": 5.759034633636475, "text": "THE PARTIES HEREBY WAIVE ANY RIGHT TO DEMAND OR HAVE TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT IN WHICH THE FRANCHISOR IS A PARTY. THE PARTIES CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION OVER THEM BY SUCH COURTS AND TO THE PROPRIETY OF VENUE OF SUCH COURTS FOR THE PURPOSE OF CARRYING OUT THE PROVISION, AND THEY WAIVE ANY OBJECTION THAT THEY WOULD OTHERWISE HAVE TO THE SAME. ANY ACTION BETWEEN DEVELOPER AND FRANCHISOR SHALL INVOLVE ONLY THE INDIVIDUAL CLAIMS OF DEVELOPER AND SHALL NOT INVOLVE ANY CLASS, GROUP, CONSOLIDATED, REPRESENTATIVE OR ASSOCIATIONAL ACTION.", "probability": 0.0009232929871557765 }, { "score": 5.419012546539307, "text": "Developer recognizes the unique value and secondary meaning attached to the El Pollo Loco\u00ae Marks and the El Pollo Loco\u00ae System, and Developer agrees that any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees.", "probability": 0.0006571580325987053 }, { "score": 5.400007724761963, "text": "Such Losses shall include, without limitation, those arising from latent or other defects in the restaurant whether or not discoverable by Franchisor, and those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor", "probability": 0.0006447867902921023 }, { "score": 5.143180847167969, "text": "THE PARTIES CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION OVER THEM BY SUCH COURTS AND TO THE PROPRIETY OF VENUE OF SUCH COURTS FOR THE PURPOSE OF CARRYING OUT THE PROVISION, AND THEY WAIVE ANY OBJECTION THAT THEY WOULD OTHERWISE HAVE TO THE SAME. ANY ACTION BETWEEN DEVELOPER AND FRANCHISOR SHALL INVOLVE ONLY THE INDIVIDUAL CLAIMS OF DEVELOPER AND SHALL NOT INVOLVE ANY CLASS, GROUP, CONSOLIDATED, REPRESENTATIVE OR ASSOCIATIONAL ACTION.", "probability": 0.0004987439445458332 }, { "score": 5.116914749145508, "text": "Such Losses shall include, without limitation, those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor", "probability": 0.00048581443443926 }, { "score": 5.013891220092773, "text": "Developer acknowledges that violation of the covenants not to compete contained in this Agreement would result in immediate and irreparable injury to Franchisor for which no adequate remedy at law will be available. Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement. Developer expressly agrees that it may conclusively be presumed that any violation of the terms of said covenants not to compete was accomplished by and through Developer's unlawful utilization of Franchisor's Confidential Information, know-how, methods and procedures", "probability": 0.0004382559935446272 }, { "score": 4.9022016525268555, "text": "Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer. Developer shall indemnify and save Franchisor harmless against any such claim and the cost of defending it arising directly or indirectly from or as a result of, or in connection with, Developer's actions pursuant to this Agreement.", "probability": 0.0003919419069404451 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Cap On Liability": [ { "text": "", "score": 12.166330337524414, "probability": 0.35904879951546576 }, { "score": 11.581598281860352, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit. Developer also shall carry such worker's compensation insurance as may be required by applicable law.\n\n7.2. Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees.", "probability": 0.20008179448853597 }, { "score": 11.39438533782959, "text": "All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees.", "probability": 0.1659212555002025 }, { "score": 11.316892623901367, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit.", "probability": 0.15354913252763178 }, { "score": 10.034666061401367, "text": "Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer.", "probability": 0.04259743477552639 }, { "score": 9.503091812133789, "text": "ANY ACTION BETWEEN DEVELOPER AND FRANCHISOR SHALL INVOLVE ONLY THE INDIVIDUAL CLAIMS OF DEVELOPER AND SHALL NOT INVOLVE ANY CLASS, GROUP, CONSOLIDATED, REPRESENTATIVE OR ASSOCIATIONAL ACTION.", "probability": 0.025033621607738494 }, { "score": 8.990784645080566, "text": "Such Losses shall include, without limitation, those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor.", "probability": 0.014997936404494861 }, { "score": 8.668839454650879, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit. Developer also shall carry such worker's compensation insurance as may be required by applicable law.\n\n7.2. Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees", "probability": 0.010869573111325822 }, { "score": 8.481626510620117, "text": "All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees", "probability": 0.00901377969941067 }, { "score": 7.713981628417969, "text": "Developer, therefore, agrees that if it should engage in any such unauthorized or improper use during, or after, the term of this Agreement, Franchisor shall be entitled to both seek temporary and permanent injunctive relief from any court of competent jurisdiction in addition to any other remedies prescribed by law.", "probability": 0.004183338458054573 }, { "score": 7.337404727935791, "text": "Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer", "probability": 0.002870633397629 }, { "score": 7.056832313537598, "text": "THE PARTIES HEREBY WAIVE ANY RIGHT TO DEMAND OR HAVE TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT IN WHICH THE FRANCHISOR IS A PARTY. THE PARTIES CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION OVER THEM BY SUCH COURTS AND TO THE PROPRIETY OF VENUE OF SUCH COURTS FOR THE PURPOSE OF CARRYING OUT THE PROVISION, AND THEY WAIVE ANY OBJECTION THAT THEY WOULD OTHERWISE HAVE TO THE SAME. ANY ACTION BETWEEN DEVELOPER AND FRANCHISOR SHALL INVOLVE ONLY THE INDIVIDUAL CLAIMS OF DEVELOPER AND SHALL NOT INVOLVE ANY CLASS, GROUP, CONSOLIDATED, REPRESENTATIVE OR ASSOCIATIONAL ACTION.", "probability": 0.0021683365072664635 }, { "score": 6.96104621887207, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit.", "probability": 0.0019702770992893245 }, { "score": 6.770636558532715, "text": "Developer, therefore, agrees that if it should engage in any such unauthorized or improper use during, or after, the term of this Agreement, Franchisor shall be entitled to both seek temporary and permanent injunctive relief from any court of competent jurisdiction in addition to any other remedies prescribed by law.\n\n6.3. Developer acknowledges that it will receive one (1) copy of the Operations Manual on loan from Franchisor and that the Operations Manual shall at all times remain the sole property of the Franchisor.\n\n7. Insurance and Indemnification.\n\n7.1. Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit.", "probability": 0.0016286713049354909 }, { "score": 6.764447212219238, "text": "Such Losses shall include, without limitation, those arising from latent or other defects in the restaurant whether or not discoverable by Franchisor, and those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor.", "probability": 0.0016186220255143282 }, { "score": 6.755618095397949, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.0016043939257661234 }, { "score": 6.407962799072266, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit. Developer also shall carry such worker's compensation insurance as may be required by applicable law.", "probability": 0.0011332513165623088 }, { "score": 6.19751501083374, "text": "ANY ACTION BETWEEN DEVELOPER AND FRANCHISOR SHALL INVOLVE ONLY THE INDIVIDUAL CLAIMS OF DEVELOPER AND SHALL NOT INVOLVE ANY CLASS, GROUP, CONSOLIDATED, REPRESENTATIVE OR ASSOCIATIONAL ACTION", "probability": 0.0009181844196781537 }, { "score": 5.356717109680176, "text": "Developer recognizes the unique value and secondary meaning attached to the El Pollo Loco\u00ae Marks and the El Pollo Loco\u00ae System, and Developer agrees that any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees. Developer, therefore, agrees that if it should engage in any such unauthorized or improper use during, or after, the term of this Agreement, Franchisor shall be entitled to both seek temporary and permanent injunctive relief from any court of competent jurisdiction in addition to any other remedies prescribed by law.", "probability": 0.0003960737226305331 }, { "score": 5.353724479675293, "text": "Developer also shall carry such worker's compensation insurance as may be required by applicable law.\n\n7.2. Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees.", "probability": 0.0003948901923414623 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Liquidated Damages": [ { "text": "", "score": 12.101715087890625, "probability": 0.6554087587883854 }, { "score": 10.65877914428711, "text": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement.", "probability": 0.15482929022652236 }, { "score": 10.48143482208252, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination.", "probability": 0.12966819407790497 }, { "score": 9.404611587524414, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination.", "probability": 0.04417484899412606 }, { "score": 7.854216575622559, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination", "probability": 0.009372319284141962 }, { "score": 6.86731481552124, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination", "probability": 0.003493341848748976 }, { "score": 5.3040924072265625, "text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate. In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination.", "probability": 0.0007317154424267766 }, { "score": 5.211976528167725, "text": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement", "probability": 0.0006673240896711038 }, { "score": 4.198311805725098, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination. Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___, and all rights of Developer herein shall cease and all unapplied or unused Development Fees paid pursuant to Section 3 hereof shall be forfeited to Franchisor.", "probability": 0.00024216301062771013 }, { "score": 4.114892959594727, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination. Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___, and all rights of Developer herein shall cease and all unapplied or unused Development Fees paid pursuant to Section 3 hereof shall be forfeited to Franchisor.", "probability": 0.00022278167385922384 }, { "score": 3.896705389022827, "text": "3.1. Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement.", "probability": 0.0001791108128186703 }, { "score": 3.693819284439087, "text": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement.", "probability": 0.00014622091225123757 }, { "score": 3.633305788040161, "text": "As a benefit of signing the Development Agreement, the Initial Fee for the second and each subsequent restaurant developed under the same Development Agreement will be reduced by us to $30,000. As an example, the Initial Fee for the first restaurant developed under a Development Agreement would be $40,000 to which $20,000 (from the Development Fee will be credited.", "probability": 0.0001376349760131992 }, { "score": 3.6311118602752686, "text": "In", "probability": 0.0001373333458163222 }, { "score": 3.4996349811553955, "text": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination. Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___, and all rights of Developer herein shall cease and all unapplied or unused Development Fees paid pursuant to Section 3 hereof shall be forfeited to Franchisor.\n\n11. Events of Default.\n\n11.1. The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the immediate termination of this Agreement.", "probability": 0.00012041381543829087 }, { "score": 3.4638633728027344, "text": "As an example, the Initial Fee for the first restaurant developed under a Development Agreement would be $40,000 to which $20,000 (from the Development Fee will be credited.", "probability": 0.00011618255035791412 }, { "score": 3.3782742023468018, "text": "As a benefit of signing the Development Agreement, the Initial Fee for the second and each subsequent restaurant developed under the same Development Agreement will be reduced by us to $30,000.", "probability": 0.00010665224487080143 }, { "score": 3.3004684448242188, "text": "Such Losses shall include, without limitation, those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor.", "probability": 9.866869630724485e-05 }, { "score": 3.0186431407928467, "text": "Developer", "probability": 7.443620368066369e-05 }, { "score": 2.9937896728515625, "text": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement. The Development Fee is consideration for this Agreement. The Development Fee is not consideration for any Franchise Agreement and is non-refundable. The $20,000 Development Fee for each El Pollo Loco\u00ae Restaurant shall be applied against the initial franchise fee payable upon the execution of the Franchise Agreement applicable to such El Pollo Loco\u00ae Restaurant.", "probability": 7.260900603116691e-05 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Warranty Duration": [ { "text": "", "score": 11.729586601257324, "probability": 0.9908916776630728 }, { "score": 5.8449201583862305, "text": "Developer acknowledges that, among other things, it will be", "probability": 0.0027564366573093265 }, { "score": 5.7437896728515625, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.0024913090465963966 }, { "score": 5.10430383682251, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.0013143239905616991 }, { "score": 4.773571968078613, "text": "Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "probability": 0.0009442074213987983 }, { "score": 4.007245063781738, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be", "probability": 0.0004387891334146313 }, { "score": 3.453508138656616, "text": "TERMINATION BY DEVELOPER; EXPIRATION DATE.", "probability": 0.00025221503538004007 }, { "score": 3.1789584159851074, "text": "Developer acknowledges that, among other things, it will be\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nrequired to submit annual financial statements of Developer and personal financial statements of each of its principal owners and Managing Members to be eligible for financial approval by El Pollo Loco.", "probability": 0.00019166179146554572 }, { "score": 3.0644257068634033, "text": "Developer acknowledges that, among other things, it will be", "probability": 0.0001709206830107226 }, { "score": 2.8032350540161133, "text": "dissolution of Developer, where such order, judgment, or decree remains unstayed and in effect for more than thirty (30) days.", "probability": 0.00013163184251270516 }, { "score": 2.4462692737579346, "text": "This Agreement shall commence on the date specified in Exhibit \"B\". Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "probability": 9.211549533106004e-05 }, { "score": 1.9179258346557617, "text": "after the date of this", "probability": 5.430953090470749e-05 }, { "score": 1.732459545135498, "text": "after the date of this", "probability": 4.511584183921525e-05 }, { "score": 1.6977595090866089, "text": "dissolution of Developer, where such order, judgment, or decree remains unstayed and in effect for more than thirty (30) days.\n\ni. Developer's voluntary abandonment of any of Developer's restaurants.\n\n11.2. The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the termination of this Agreement, if such default is not cured within thirty (30) days after written notice by Franchisor to Developer:", "probability": 4.3577170859009646e-05 }, { "score": 1.690833330154419, "text": "Such acceptance will expire one (1) year from the RESAC approval date.", "probability": 4.327639040830983e-05 }, { "score": 1.401036262512207, "text": "Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule", "probability": 3.238871833095779e-05 }, { "score": 1.3590351343154907, "text": "If Developer fails to meet the opening date for any El Pollo Loco\u00ae Restaurant to be developed under this Agreement, Developer shall be in default and Franchisor shall be entitled to exercise all rights and remedies available to Franchisor set forth in Section 11.", "probability": 3.10565282011366e-05 }, { "score": 1.3412837982177734, "text": "Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nrequired to submit annual financial statements of Developer and personal financial statements of each of its principal owners and Managing Members to be eligible for financial approval by El Pollo Loco.", "probability": 3.0510097616226792e-05 }, { "score": 1.3378520011901855, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 3.0405572610802044e-05 }, { "score": 0.5673696994781494, "text": "The Franchise Agreements (and all ancillary documents attached as Exhibits to the Franchise Agreement, including the Personal Guarantee) executed in accordance with this Agreement shall be in the form currently in use by Franchisor at the time of execution of the Franchise Agreement and shall be executed individually by each person, partner, member or shareholder.\n\n1.2. (Only applies if exclusive Agreement. Delete if non-exclusive Agreement.) Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 1.4071389176325995e-05 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Insurance": [ { "score": 12.497504234313965, "text": "Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage.", "probability": 0.1115079945371759 }, { "score": 12.225017547607422, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit. Developer also shall carry such worker's compensation insurance as may be required by applicable law.\n\n7.2. Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage.", "probability": 0.084911505424938 }, { "text": "", "score": 12.112525939941406, "probability": 0.07587733277196135 }, { "score": 11.94859504699707, "text": "In the event that Developer fails or refuses to obtain or maintain the required insurance coverage from an insurance carrier acceptable to El Pollo Loco, Franchisor may, as its sole and absolute right and without any obligations to do so, procure such coverage for Developer.", "probability": 0.06440473149932846 }, { "score": 11.920880317687988, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit. Developer also shall carry such worker's compensation insurance as may be required by applicable law.", "probability": 0.0626442797051248 }, { "score": 11.886844635009766, "text": "Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees. All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.", "probability": 0.060548015137627184 }, { "score": 11.875539779663086, "text": "Developer also shall carry such worker's compensation insurance as may be required by applicable law.\n\n7.2. Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage.", "probability": 0.05986738305727636 }, { "score": 11.825395584106445, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit.", "probability": 0.056939405330709625 }, { "score": 11.681827545166016, "text": "Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees.", "probability": 0.04932443509181396 }, { "score": 11.614356994628906, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit. Developer also shall carry such worker's compensation insurance as may be required by applicable law.\n\n7.2. Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees. All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.", "probability": 0.04610627456907329 }, { "score": 11.571403503417969, "text": "Developer also shall carry such worker's compensation insurance as may be required by applicable law.", "probability": 0.04416777970545466 }, { "score": 11.409339904785156, "text": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit. Developer also shall carry such worker's compensation insurance as may be required by applicable law.\n\n7.2. Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees.", "probability": 0.03755971095234701 }, { "score": 11.314302444458008, "text": "In the event that Developer fails or refuses to obtain or maintain the required insurance coverage from an insurance carrier acceptable to El Pollo Loco, Franchisor may, as its sole and absolute right and without any obligations to do so, procure such coverage for Developer. In such event, Developer shall pay the required premiums or reimburse such premiums to Franchisor upon written demand.", "probability": 0.034154505103615194 }, { "score": 11.282712936401367, "text": "All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees. All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.\n\n7.3. Franchisor reserves the right to specify reasonable changes in the types and amounts of insurance coverage required by this Section 7. In the event that Developer fails or refuses to obtain or maintain the required insurance coverage from an insurance carrier acceptable to El Pollo Loco, Franchisor may, as its sole and absolute right and without any obligations to do so, procure such coverage for Developer.", "probability": 0.03309244439460178 }, { "score": 11.264880180358887, "text": "Developer also shall carry such worker's compensation insurance as may be required by applicable law.\n\n7.2. Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees. All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.", "probability": 0.03250754558583328 }, { "score": 11.257524490356445, "text": "All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees. All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.", "probability": 0.032269307434934676 }, { "score": 11.160141944885254, "text": "All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.\n\n7.3. Franchisor reserves the right to specify reasonable changes in the types and amounts of insurance coverage required by this Section 7. In the event that Developer fails or refuses to obtain or maintain the required insurance coverage from an insurance carrier acceptable to El Pollo Loco, Franchisor may, as its sole and absolute right and without any obligations to do so, procure such coverage for Developer.", "probability": 0.02927500261432651 }, { "score": 11.139608383178711, "text": "Franchisor reserves the right to specify reasonable changes in the types and amounts of insurance coverage required by this Section 7. In the event that Developer fails or refuses to obtain or maintain the required insurance coverage from an insurance carrier acceptable to El Pollo Loco, Franchisor may, as its sole and absolute right and without any obligations to do so, procure such coverage for Developer.", "probability": 0.02868001208426811 }, { "score": 11.134954452514648, "text": "All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.", "probability": 0.028546847406523853 }, { "score": 11.101784706115723, "text": "All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees. All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.", "probability": 0.027615487593065854 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.040468215942383, "probability": 0.5824867262352378 }, { "score": 10.433714866638184, "text": "Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement.", "probability": 0.11681050989188041 }, { "score": 9.871844291687012, "text": "THE PARTIES HEREBY WAIVE ANY RIGHT TO DEMAND OR HAVE TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT IN WHICH THE FRANCHISOR IS A PARTY.", "probability": 0.06659852787651745 }, { "score": 9.329350471496582, "text": "Developer acknowledges that violation of the covenants not to compete contained in this Agreement would result in immediate and irreparable injury to Franchisor for which no adequate remedy at law will be available. Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement.", "probability": 0.038713510713573075 }, { "score": 9.180355072021484, "text": "Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement. Developer expressly agrees that it may conclusively be presumed that any violation of the terms of said covenants not to compete was accomplished by and through Developer's unlawful utilization of Franchisor's Confidential Information, know-how, methods and procedures", "probability": 0.03335451860806499 }, { "score": 8.697468757629395, "text": "THE PARTIES AGREE THAT ANY ACTION BROUGHT BY EITHER PARTY AGAINST EACH OTHER IN ANY COURT, WHETHER FEDERAL OR STATE, WILL BE BROUGHT WITHIN THE STATE IN WHICH FRANCHISOR'S HEADQUARTERS (CURRENTLY THE STATE OF CALIFORNIA) IS THEN LOCATED. THE PARTIES HEREBY WAIVE ANY RIGHT TO DEMAND OR HAVE TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT IN WHICH THE FRANCHISOR IS A PARTY.", "probability": 0.020579736760481963 }, { "score": 8.407394409179688, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.015397922394008733 }, { "score": 8.391819953918457, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.015159965971342372 }, { "score": 8.28384780883789, "text": "Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement.", "probability": 0.013608382871952457 }, { "score": 8.217463493347168, "text": "THE PARTIES HEREBY WAIVE ANY RIGHT TO DEMAND OR HAVE TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT IN WHICH THE FRANCHISOR IS A PARTY. THE PARTIES CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION OVER THEM BY SUCH COURTS AND TO THE PROPRIETY OF VENUE OF SUCH COURTS FOR THE PURPOSE OF CARRYING OUT THE PROVISION, AND THEY WAIVE ANY OBJECTION THAT THEY WOULD OTHERWISE HAVE TO THE SAME. ANY ACTION BETWEEN DEVELOPER AND FRANCHISOR SHALL INVOLVE ONLY THE INDIVIDUAL CLAIMS OF DEVELOPER AND SHALL NOT INVOLVE ANY CLASS, GROUP, CONSOLIDATED, REPRESENTATIVE OR ASSOCIATIONAL ACTION.", "probability": 0.012734332277833021 }, { "score": 8.111197471618652, "text": "THE PARTIES HEREBY WAIVE ANY RIGHT TO DEMAND OR HAVE TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT IN WHICH THE FRANCHISOR IS A PARTY. THE PARTIES CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION OVER THEM BY SUCH COURTS AND TO THE PROPRIETY OF VENUE OF SUCH COURTS FOR THE PURPOSE OF CARRYING OUT THE PROVISION, AND THEY WAIVE ANY OBJECTION THAT THEY WOULD OTHERWISE HAVE TO THE SAME.", "probability": 0.011450525833598362 }, { "score": 8.075990676879883, "text": "Developer acknowledges that violation of the covenants not to compete contained in this Agreement would result in immediate and irreparable injury to Franchisor for which no adequate remedy at law will be available. Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement. Developer expressly agrees that it may conclusively be presumed that any violation of the terms of said covenants not to compete was accomplished by and through Developer's unlawful utilization of Franchisor's Confidential Information, know-how, methods and procedures", "probability": 0.011054403535046579 }, { "score": 8.034215927124023, "text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks.", "probability": 0.010602121353489806 }, { "score": 8.013638496398926, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "probability": 0.010386186250023726 }, { "score": 7.910898208618164, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 0.00937209249864247 }, { "score": 7.895323753356934, "text": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 0.009227258049759744 }, { "score": 7.781209945678711, "text": "If nevertheless Developer wishes to try to proceed with that site, Developer must obtain a written waiver from those existing El Pollo Loco\u00ae franchisees of any claims they might have against Developer and Franchisor with respect to the proposed new El Pollo Loco\u00ae Restaurant.", "probability": 0.008232157469835475 }, { "score": 7.435904026031494, "text": "Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement. Developer expressly agrees that it may conclusively be presumed that any violation of the terms of said covenants not to compete was accomplished by and through Developer's unlawful utilization of Franchisor's Confidential Information, know-how, methods and procedures", "probability": 0.005828398178816298 }, { "score": 7.170027732849121, "text": "THE PARTIES AGREE THAT ANY ACTION BROUGHT BY EITHER PARTY AGAINST EACH OTHER IN ANY COURT, WHETHER FEDERAL OR STATE, WILL BE BROUGHT WITHIN THE STATE IN WHICH FRANCHISOR'S HEADQUARTERS (CURRENTLY THE STATE OF CALIFORNIA) IS THEN LOCATED.", "probability": 0.004467665061343683 }, { "score": 7.043087482452393, "text": "THE PARTIES AGREE THAT ANY ACTION BROUGHT BY EITHER PARTY AGAINST EACH OTHER IN ANY COURT, WHETHER FEDERAL OR STATE, WILL BE BROUGHT WITHIN THE STATE IN WHICH FRANCHISOR'S HEADQUARTERS (CURRENTLY THE STATE OF CALIFORNIA) IS THEN LOCATED. THE PARTIES HEREBY WAIVE ANY RIGHT TO DEMAND OR HAVE TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT IN WHICH THE FRANCHISOR IS A PARTY. THE PARTIES CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION OVER THEM BY SUCH COURTS AND TO THE PROPRIETY OF VENUE OF SUCH COURTS FOR THE PURPOSE OF CARRYING OUT THE PROVISION, AND THEY WAIVE ANY OBJECTION THAT THEY WOULD OTHERWISE HAVE TO THE SAME. ANY ACTION BETWEEN DEVELOPER AND FRANCHISOR SHALL INVOLVE ONLY THE INDIVIDUAL CLAIMS OF DEVELOPER AND SHALL NOT INVOLVE ANY CLASS, GROUP, CONSOLIDATED, REPRESENTATIVE OR ASSOCIATIONAL ACTION.", "probability": 0.003935058168551677 } ], "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.03567886352539, "probability": 0.9460328278280751 }, { "score": 9.02286434173584, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.", "probability": 0.046500485266671075 }, { "score": 6.842645645141602, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.", "probability": 0.005255336580170719 }, { "score": 4.877481460571289, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco", "probability": 0.0007364454349544917 }, { "score": 3.877561569213867, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.\n\n8.2. The parties acknowledge and agree that this Agreement is personal in nature with respect to Developer, being entered into by Franchisor in reliance upon and in consideration of the personal skills, qualifications and trust and confidence reposed in Developer and Developer's present partners, managing members or officers if Developer is a partnership, a limited liability company or a corporation.", "probability": 0.00027094483921824477 }, { "score": 3.861030101776123, "text": "In the event of third party claims of the right to develop the Territory, it is the sole responsibility of El Pollo Loco, where the right granted herein is exclusive, to protect and maintain Developer's right to the development of the Territory. However, if it appears to El Pollo Loco, as its sole and absolute right to determine, that protection of the Territory by legal action is not advisable, whether due to the anticipation of, or the actual protracted nature of the action, the costs involved, the uncertainty of outcome, or otherwise, Franchisor has the right to terminate this Agreement, provided that it refunds to Developer the balance, if any, of the Development Fee made pursuant to Section 3, which has not been applied against the initial franchise fees for Franchise Agreement(s) to be acquired under this Agreement.", "probability": 0.000266502543434242 }, { "score": 3.658649444580078, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.\n\n8.2. The parties acknowledge and agree that this Agreement is personal in nature with respect to Developer, being entered into by Franchisor in reliance upon and in consideration of the personal skills, qualifications and trust and confidence reposed in Developer and Developer's present partners, managing members or officers if Developer is a partnership, a limited liability company or a corporation.", "probability": 0.00021767500119567623 }, { "score": 3.5350756645202637, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns,", "probability": 0.00019237168309668357 }, { "score": 2.7550346851348877, "text": "Such Losses shall include, without limitation, those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor.", "probability": 8.818072227058016e-05 }, { "score": 2.7539615631103516, "text": "Developer further agrees to indemnify and hold harmless Franchisor from all said Losses and shall pay for and be responsible for all said Losses, however caused, whether by any individual, employee, third person or party, vendor, visitor, invitee, trespasser or any firm or corporation whatsoever, whether caused by or contributed to by Franchisor, the combined conduct of Developer and Franchisor, or active or passive negligence of Franchisor, but for the sole negligence or willful misconduct of Franchisor.\n\n7.6. The provisions of this Section 7 shall expire as to each El Pollo Loco\u00ae Restaurant to be developed under this Agreement upon execution of a Franchise Agreement for such El Pollo Loco\u00ae Restaurant. The provision of the Franchise Agreement, in particular, Section 9 thereof (insurance and Indemnification) shall supersede this Section 7 and govern the rights and obligations of the parties prospectively.\n\n8. Transfer of Rights.\n\n8.1. This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.", "probability": 8.808614435127247e-05 }, { "score": 2.526695489883423, "text": "an individual, with its principal place of business at _____________________________________ (\"Developer\").", "probability": 7.017900382694705e-05 }, { "score": 2.227862596511841, "text": "However, if it appears to El Pollo Loco, as its sole and absolute right to determine, that protection of the Territory by legal action is not advisable, whether due to the anticipation of, or the actual protracted nature of the action, the costs involved, the uncertainty of outcome, or otherwise, Franchisor has the right to terminate this Agreement, provided that it refunds to Developer the balance, if any, of the Development Fee made pursuant to Section 3, which has not been applied against the initial franchise fees for Franchise Agreement(s) to be acquired under this Agreement.", "probability": 5.205059790586514e-05 }, { "score": 1.8405895233154297, "text": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "probability": 3.5337446496353864e-05 }, { "score": 1.7998569011688232, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent:", "probability": 3.392698063579936e-05 }, { "score": 1.7279512882232666, "text": "This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco", "probability": 3.157308363292706e-05 }, { "score": 1.6746442317962646, "text": "The provisions of this Section 7 shall expire as to each El Pollo Loco\u00ae Restaurant to be developed under this Agreement upon execution of a Franchise Agreement for such El Pollo Loco\u00ae Restaurant. The provision of the Franchise Agreement, in particular, Section 9 thereof (insurance and Indemnification) shall supersede this Section 7 and govern the rights and obligations of the parties prospectively.\n\n8. Transfer of Rights.\n\n8.1. This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.", "probability": 2.9934088584321748e-05 }, { "score": 1.5863959789276123, "text": "This", "probability": 2.7405662826909725e-05 }, { "score": 1.478358268737793, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:", "probability": 2.4599151595734886e-05 }, { "score": 1.4750884771347046, "text": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "probability": 2.451884885456508e-05 }, { "score": 1.3492231369018555, "text": "EL POLLO LOCO, INC.,", "probability": 2.1619092202141647e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Document Name": [ { "score": 14.173171997070312, "text": "JOINT VENTURE AGREEMENT", "probability": 0.9529225327755626 }, { "text": "", "score": 10.975467681884766, "probability": 0.03893249688651545 }, { "score": 8.800358772277832, "text": "Joint Venture", "probability": 0.004422567402762649 }, { "score": 7.581676006317139, "text": "VENTURE AGREEMENT", "probability": 0.001307396325756038 }, { "score": 6.642467021942139, "text": "ENTURE AGREEMENT", "probability": 0.0005111095324520957 }, { "score": 6.133970260620117, "text": "JOINT VENTURE AGREEMENT\n", "probability": 0.00030738073401027753 }, { "score": 5.992531776428223, "text": "JOINT VENTURE AGREEMENT\n\nCollectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.\n\n1. Name of the Joint Venture", "probability": 0.0002668398513969211 }, { "score": 5.880743980407715, "text": "JOINT VENTURE AGRE", "probability": 0.00023861726697514284 }, { "score": 5.2742085456848145, "text": "JOINT VENTURE AG", "probability": 0.0001301028693454741 }, { "score": 5.232486724853516, "text": "Joint Venture", "probability": 0.00012478641793538527 }, { "score": 5.214599132537842, "text": "AGREEMENT", "probability": 0.00012257413456397403 }, { "score": 5.132133483886719, "text": "JO", "probability": 0.00011287154231504042 }, { "score": 5.047592639923096, "text": "JOINT VENTURE AGREEMENT\n\nCollectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.\n\n1. Name of the Joint Venture. The name of the Joint Venture will be MightyCell Batteries, and may sometimes be referred to as \"MightyCell\" or the \"Joint Venture\" in this Agreement.", "probability": 0.0001037215116020252 }, { "score": 4.993142127990723, "text": "URE AGREEMENT", "probability": 9.822482879982596e-05 }, { "score": 4.9892072677612305, "text": "JOINT VENTURE AGREEMENT\n\nCollectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.\n\n1. Name of the Joint Venture. The name of the Joint Venture will be MightyCell Batteries, and may sometimes be referred to as \"MightyCell\" or the \"Joint Venture\" in this Agreement", "probability": 9.783908724469185e-05 }, { "score": 4.846404075622559, "text": "INT VENTURE AGREEMENT", "probability": 8.481911839309221e-05 }, { "score": 4.552529335021973, "text": "JOINT VENTURE AGREEMENT\n\nCollectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.\n\n1. Name of the Joint Venture. The name of the Joint Venture", "probability": 6.322161356871204e-05 }, { "score": 4.406973838806152, "text": "JOINT VENTURE AGREEMENT\n\nCollectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement", "probability": 5.465773454406838e-05 }, { "score": 4.372871398925781, "text": "JOINT VENTURE", "probability": 5.2825197034291426e-05 }, { "score": 4.221729278564453, "text": "JOINT", "probability": 4.541516922222094e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Parties": [ { "score": 11.915018081665039, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS", "probability": 0.09918622819283579 }, { "score": 11.883928298950195, "text": "Collectible Concepts Group, Inc.", "probability": 0.0961499924236059 }, { "score": 11.820606231689453, "text": "Pivotal Self Service Tech, Inc. (\"PVSS", "probability": 0.09025033652152449 }, { "score": 11.638641357421875, "text": "Collectible Concepts Group, Inc. (\"CCGI", "probability": 0.07523544415098105 }, { "text": "", "score": 11.57656478881836, "probability": 0.07070709228704442 }, { "score": 11.51506519317627, "text": "PVSS", "probability": 0.0664896494024021 }, { "score": 11.297567367553711, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers", "probability": 0.053492874699247184 }, { "score": 11.282207489013672, "text": "CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS", "probability": 0.052677508633410274 }, { "score": 11.203155517578125, "text": "Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers", "probability": 0.048673591395418235 }, { "score": 11.160085678100586, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly),", "probability": 0.04662173144207125 }, { "score": 11.065675735473633, "text": "Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly),", "probability": 0.0424215645049214 }, { "score": 11.005830764770508, "text": "CCGI", "probability": 0.0399573189848147 }, { "score": 10.897614479064941, "text": "PVSS\"), (the \"Parties\" or \"Joint Venturers", "probability": 0.03585903556454093 }, { "score": 10.760133743286133, "text": "PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly),", "probability": 0.031252983310851426 }, { "score": 10.664756774902344, "text": "CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers", "probability": 0.028409905489268944 }, { "score": 10.571158409118652, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc.", "probability": 0.025871436011316137 }, { "score": 10.55133056640625, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\"", "probability": 0.025363513392660315 }, { "score": 10.527275085449219, "text": "CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly),", "probability": 0.024760661891180105 }, { "score": 10.476747512817383, "text": "Pivotal Self Service Tech, Inc.", "probability": 0.023540647483011955 }, { "score": 10.45691967010498, "text": "Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\"", "probability": 0.023078484218893365 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Agreement Date": [ { "text": "", "score": 11.093680381774902, "probability": 0.9970492498577195 }, { "score": 4.727649688720703, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.0017138965693293622 }, { "score": 3.755157470703125, "text": "The Joint Venture shall commence on the 1st of March, 2003", "probability": 0.0006480919177705156 }, { "score": 2.7991347312927246, "text": "The Joint Venture shall commence on the 1st of March, 2003", "probability": 0.0002491387064275402 }, { "score": 2.2722997665405273, "text": "Date: ___________________________________", "probability": 0.00014710915033618323 }, { "score": 0.8252675533294678, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination", "probability": 3.460999860463279e-05 }, { "score": 0.7885236740112305, "text": "The Joint Venture shall commence on the 1st of March, 2003,", "probability": 3.336137314325966e-05 }, { "score": 0.6535980701446533, "text": "The Joint Venture shall commence on the 1st of March, 2003,", "probability": 2.915053115716418e-05 }, { "score": 0.21567440032958984, "text": "The", "probability": 1.8813025286598534e-05 }, { "score": -0.1566297560930252, "text": "March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.2964894840238647e-05 }, { "score": -0.1618785858154297, "text": "The Joint Venture shall commence on the 1st of", "probability": 1.2897022595605332e-05 }, { "score": -0.4387776851654053, "text": "Its: ____________________________________\n\nDate: ___________________________________", "probability": 9.777632497638098e-06 }, { "score": -0.9767807722091675, "text": "Date: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________", "probability": 5.709287825403363e-06 }, { "score": -1.012854814529419, "text": "March, 2003", "probability": 5.507001317225772e-06 }, { "score": -1.0192065238952637, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28,", "probability": 5.4721332983692165e-06 }, { "score": -1.027223825454712, "text": "1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 5.4284369529877105e-06 }, { "score": -1.106499195098877, "text": "The Joint Venture shall commence on the 1st", "probability": 5.014711382458378e-06 }, { "score": -1.1291216611862183, "text": "March, 2003", "probability": 4.902539826730065e-06 }, { "score": -1.2102317810058594, "text": "The Joint Venture shall commence", "probability": 4.520593465919058e-06 }, { "score": -1.2407729625701904, "text": "This Agreement may be signed in counterparts and shall be deemed one original instrument.\n\n\n\n\n\nFor Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________", "probability": 4.384616222329999e-06 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Effective Date": [ { "score": 14.989529609680176, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.8748045176153347 }, { "score": 11.951889038085938, "text": "The Joint Venture shall commence on the 1st of March, 2003", "probability": 0.04194502705730704 }, { "text": "", "score": 11.726465225219727, "probability": 0.033479592312400525 }, { "score": 11.691847801208496, "text": "The Joint Venture shall commence on the 1st of March, 2003", "probability": 0.03234044598260519 }, { "score": 10.524358749389648, "text": "The Joint Venture shall commence on the 1st of March, 2003,", "probability": 0.01006264037208335 }, { "score": 9.17711353302002, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination", "probability": 0.0026158376631495155 }, { "score": 8.349716186523438, "text": "The Joint Venture shall commence on the 1st of March, 2003, and", "probability": 0.0011436066881764424 }, { "score": 8.052751541137695, "text": "1st of March, 2003", "probability": 0.0008497801452647288 }, { "score": 7.368535995483398, "text": "1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.0004287020338176605 }, { "score": 7.367897033691406, "text": "February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.00042842819709282054 }, { "score": 7.263978004455566, "text": "March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.00038614159426278015 }, { "score": 7.2059478759765625, "text": "Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.0003643715170042581 }, { "score": 7.160305500030518, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004", "probability": 0.0003481145604481061 }, { "score": 6.6252217292785645, "text": "1st of March, 2003,", "probability": 0.00020386292904052015 }, { "score": 6.437344074249268, "text": "March, 2003", "probability": 0.00016894448950677287 }, { "score": 6.110515117645264, "text": "The Joint Venture shall commence on the 1st of March, 2003,", "probability": 0.00012184396368037028 }, { "score": 5.965031623840332, "text": "The", "probability": 0.00010534679802503313 }, { "score": 5.666507720947266, "text": ".", "probability": 7.815811132341378e-05 }, { "score": 5.5898661613464355, "text": "Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 7.239174572775824e-05 }, { "score": 5.263741493225098, "text": "The Joint Venture shall commence on the 1st of", "probability": 5.224622374894592e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Expiration Date": [ { "score": 14.529109954833984, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.9422211775268444 }, { "text": "", "score": 11.682019233703613, "probability": 0.054660936938475395 }, { "score": 7.791841506958008, "text": "Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.0011173631674975925 }, { "score": 7.559919834136963, "text": "The Joint Venture shall commence on the 1st of March, 2003", "probability": 0.000886078193280067 }, { "score": 6.485289096832275, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination", "probability": 0.00030252819013947793 }, { "score": 5.6111297607421875, "text": "The Joint Venture shall commence on the 1st of March, 2003,", "probability": 0.00012621857516429183 }, { "score": 5.561491012573242, "text": "The", "probability": 0.00012010620336455648 }, { "score": 5.295779705047607, "text": ".", "probability": 9.208067287469764e-05 }, { "score": 4.9996256828308105, "text": "March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 6.847789891775904e-05 }, { "score": 4.9491682052612305, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless", "probability": 6.510839993182946e-05 }, { "score": 4.930837154388428, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004", "probability": 6.39257671078985e-05 }, { "score": 4.797008991241455, "text": "Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 5.5918448809454216e-05 }, { "score": 4.741973876953125, "text": "February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 5.292412286920708e-05 }, { "score": 4.424834728240967, "text": "1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 3.854090308352673e-05 }, { "score": 4.3552751541137695, "text": "unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 3.5951130170260416e-05 }, { "score": 4.169090747833252, "text": "8. Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 2.9843770204005607e-05 }, { "score": 3.9480483531951904, "text": "and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 2.392523405215986e-05 }, { "score": 3.4989733695983887, "text": "Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.526952079228912e-05 }, { "score": 3.3399264812469482, "text": "on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.302423493980374e-05 }, { "score": 3.1340725421905518, "text": "by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.0601101481102165e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Renewal Term": [ { "score": 14.81705093383789, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.5089049987488916 }, { "score": 14.73268985748291, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.46773424396251034 }, { "text": "", "score": 11.32795524597168, "probability": 0.015536089437683141 }, { "score": 9.949021339416504, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination", "probability": 0.003912715999098412 }, { "score": 9.717619895935059, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination", "probability": 0.003104430604258611 }, { "score": 6.895720481872559, "text": "Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.00018469137397497998 }, { "score": 6.75734281539917, "text": "Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.00016082366506917325 }, { "score": 6.384067535400391, "text": ".", "probability": 0.00011072318267845268 }, { "score": 5.828173637390137, "text": ".", "probability": 6.350631429905687e-05 }, { "score": 5.481837272644043, "text": "8. Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 4.491639954213194e-05 }, { "score": 5.441469192504883, "text": "The", "probability": 4.313932067498866e-05 }, { "score": 5.3137969970703125, "text": "The", "probability": 3.796872135033793e-05 }, { "score": 5.103573322296143, "text": "Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 3.076996413166318e-05 }, { "score": 4.918517112731934, "text": "The Joint Venture shall commence on the 1st of March, 2003", "probability": 2.557161159425998e-05 }, { "score": 4.814911842346191, "text": "and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 2.3054881913349694e-05 }, { "score": 4.742473602294922, "text": "unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 2.144388029295585e-05 }, { "score": 4.539848804473877, "text": "unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.7510741730929996e-05 }, { "score": 4.466718673706055, "text": "and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.6275881916615012e-05 }, { "score": 4.432005882263184, "text": "Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.5720594173897877e-05 }, { "score": 4.111061096191406, "text": "The Joint Venture shall commence on the 1st of March, 2003", "probability": 1.1404714214813967e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 13.750730514526367, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.8750465117973285 }, { "text": "", "score": 11.791736602783203, "probability": 0.12338174038094515 }, { "score": 5.8749566078186035, "text": "unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.0003323731932130347 }, { "score": 5.427303314208984, "text": "by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.00021242842751773366 }, { "score": 5.010098934173584, "text": "Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.00013996616851106816 }, { "score": 4.741981506347656, "text": "The", "probability": 0.00010704864015809694 }, { "score": 4.604955673217773, "text": "Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 9.334081564923076e-05 }, { "score": 4.593366622924805, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination", "probability": 9.226532821826397e-05 }, { "score": 4.546557903289795, "text": ".", "probability": 8.804602675309902e-05 }, { "score": 4.429215431213379, "text": "and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 7.829762237493764e-05 }, { "score": 4.234617233276367, "text": "February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 6.445188903344063e-05 }, { "score": 4.136780261993408, "text": "Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 5.8444761934953497e-05 }, { "score": 4.127716064453125, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless", "probability": 5.791740073129003e-05 }, { "score": 4.104591369628906, "text": "March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 5.659344554261049e-05 }, { "score": 4.034574031829834, "text": "prior to scheduled termination.", "probability": 5.276646400883229e-05 }, { "score": 3.7755913734436035, "text": "the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 4.072707803375702e-05 }, { "score": 3.7240943908691406, "text": "thirty (30) days prior to scheduled termination.", "probability": 3.868284409118324e-05 }, { "score": 3.0647048950195312, "text": "Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 2.0005489297291417e-05 }, { "score": 3.0413546562194824, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers", "probability": 1.954376797509692e-05 }, { "score": 3.005129337310791, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004", "probability": 1.8848458682631702e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Governing Law": [ { "score": 13.963394165039062, "text": "The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "probability": 0.8450755868455505 }, { "text": "", "score": 12.201112747192383, "probability": 0.14505959491512976 }, { "score": 9.203991889953613, "text": "The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control", "probability": 0.007242915365649658 }, { "score": 7.363787651062012, "text": "the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "probability": 0.0011500662636354999 }, { "score": 6.140935897827148, "text": "The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of", "probability": 0.000338567366395882 }, { "score": 5.886200904846191, "text": "The", "probability": 0.0002624309747274383 }, { "score": 5.878715991973877, "text": "the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "probability": 0.00026047403464588974 }, { "score": 5.358255863189697, "text": "Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "probability": 0.00015478592796080548 }, { "score": 5.155453681945801, "text": "The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania,", "probability": 0.0001263733816259603 }, { "score": 4.736146926879883, "text": "the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "probability": 8.309081082865482e-05 }, { "score": 4.245344638824463, "text": "in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "probability": 5.086280083653243e-05 }, { "score": 4.008532524108887, "text": ".", "probability": 4.013784734665747e-05 }, { "score": 3.906256675720215, "text": "The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.\n\n15. Benefit. This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns.", "probability": 3.623566536574738e-05 }, { "score": 3.540525197982788, "text": "and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "probability": 2.5136284180611204e-05 }, { "score": 3.36506986618042, "text": "construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "probability": 2.109122453945777e-05 }, { "score": 3.311455726623535, "text": "the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.\n\n15. Benefit. This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns.\n\n16. Counterparts. This Agreement may be signed in counterparts and shall be deemed one original instrument.\n\n\n\n\n\nFor Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.9990215239468155e-05 }, { "score": 3.063817024230957, "text": "The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and", "probability": 1.560520033353365e-05 }, { "score": 2.875155448913574, "text": "Construction. The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "probability": 1.2922146703852858e-05 }, { "score": 2.86301326751709, "text": "The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily", "probability": 1.2766192383424266e-05 }, { "score": 2.7468864917755127, "text": "Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "probability": 1.1366536920795065e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Most Favored Nation": [ { "text": "", "score": 11.917184829711914, "probability": 0.7862856746158947 }, { "score": 9.000921249389648, "text": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 0.042566033509791004 }, { "score": 8.842119216918945, "text": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 0.036315860249154515 }, { "score": 8.82810115814209, "text": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the", "probability": 0.03581033391281604 }, { "score": 8.40627670288086, "text": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the Products as backup to those provided by CCGI", "probability": 0.02348617742170568 }, { "score": 8.02877140045166, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI", "probability": 0.01610140847117073 }, { "score": 7.454956531524658, "text": "Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI", "probability": 0.009071084998259208 }, { "score": 7.364019393920898, "text": "Pivotal Self Service Tech, Inc. will:", "probability": 0.00828258190706431 }, { "score": 7.336936950683594, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI", "probability": 0.008061279582704951 }, { "score": 7.131435394287109, "text": "3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 0.006563806833860113 }, { "score": 6.958614826202393, "text": "3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the", "probability": 0.005522055568652703 }, { "score": 6.721271514892578, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 0.004355358235179261 }, { "score": 6.548450469970703, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the", "probability": 0.0036641112903868654 }, { "score": 6.256533145904541, "text": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the", "probability": 0.002736469254764654 }, { "score": 6.1498332023620605, "text": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings", "probability": 0.002459525764633557 }, { "score": 6.147456169128418, "text": "Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 0.002453686333162897 }, { "score": 5.974635601043701, "text": "Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the", "probability": 0.0020642582304331663 }, { "score": 5.828604221343994, "text": "3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 0.0017837886755598955 }, { "score": 5.483270645141602, "text": "2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI", "probability": 0.0012628941046265692 }, { "score": 5.392761707305908, "text": "3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the Products as backup to those provided by CCGI", "probability": 0.0011536110401791863 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Compete": [ { "text": "", "score": 11.789739608764648, "probability": 0.7559939674811686 }, { "score": 10.41683578491211, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 0.19154630343217446 }, { "score": 8.814987182617188, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement;", "probability": 0.038601107604568134 }, { "score": 7.102530002593994, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement", "probability": 0.006964485885123646 }, { "score": 5.866706848144531, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 0.0020238479721000065 }, { "score": 5.162051677703857, "text": "The Joint Venturers agree and declare that this association for the carrying on of a joint venture business operation does not, and is not intended to create a partnership, for either legal or United States income tax purposes, each Party recognizing that the other is willing and able to contribute capital, labor, and services for the operation of a successful joint venture business.", "probability": 0.0010003455252447422 }, { "score": 5.149535179138184, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation", "probability": 0.0009879027344424998 }, { "score": 4.335049152374268, "text": "and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 0.0004375094122222841 }, { "score": 4.309434413909912, "text": "nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 0.0004264450335869806 }, { "score": 4.166105270385742, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly),", "probability": 0.0003695013290349206 }, { "score": 3.970383882522583, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"),", "probability": 0.00030381924913592265 }, { "score": 3.9596664905548096, "text": "provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 0.00030058048570514445 }, { "score": 3.6477460861206055, "text": "The", "probability": 0.00022003687654474638 }, { "score": 3.5366857051849365, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and", "probability": 0.00019690763718687747 }, { "score": 3.2214272022247314, "text": "The Joint Venturers agree and declare that this association for the carrying on of a joint venture business operation does not, and is not intended to create a partnership, for either legal or United States income tax purposes, each Party recognizing that the other is willing and able to contribute capital, labor, and services for the operation of a successful joint venture business. Further, each Party elects under the authority of Section 761(a) of the Internal Revenue Code of 1986 (the \"Code\"), as amended and all successor statutes, to be excluded from the application of all of the provisions of Subchapter K of Chapter 1 of the Subtitle A of the Code, and the Parties agree that the election out of Subchapter K of Chapter 1 of Subtitle A of the Code shall, if necessary, be manifested by their execution and filing of all appropriate documentation. The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement;", "probability": 0.0001436638605438713 }, { "score": 3.161813497543335, "text": "Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 0.00013534980351605943 }, { "score": 3.032592296600342, "text": "The Joint Venturers agree and declare that this association for the carrying on of a joint venture business operation does not, and is not intended to create a partnership, for either legal or United States income tax purposes, each Party recognizing that the other is willing and able to contribute capital, labor, and services for the operation of a successful joint venture business.", "probability": 0.00011894264039797037 }, { "score": 2.763798952102661, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement;", "probability": 9.09080011666966e-05 }, { "score": 2.537491798400879, "text": "Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 7.249668707097531e-05 }, { "score": 2.441760778427124, "text": "The Joint Venturers agree and declare that this association for the carrying on of a joint venture business operation does not, and is not intended to create a partnership, for either legal or United States income tax purposes, each Party recognizing that the other is willing and able to contribute capital, labor, and services for the operation of a successful joint venture business. Further, each Party elects under the authority of Section 761(a) of the Internal Revenue Code of 1986 (the \"Code\"), as amended and all successor statutes, to be excluded from the application of all of the provisions of Subchapter K of Chapter 1 of the Subtitle A of the Code, and the Parties agree that the election out of Subchapter K of Chapter 1 of Subtitle A of the Code shall, if necessary, be manifested by their execution and filing of all appropriate documentation. The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement", "probability": 6.587834906529104e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Exclusivity": [ { "text": "", "score": 12.124385833740234, "probability": 0.9748103383639054 }, { "score": 7.390681266784668, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 0.008572319593721381 }, { "score": 6.977012634277344, "text": "images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.00566818934853595 }, { "score": 6.1203083992004395, "text": "images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.0024064809478622352 }, { "score": 5.950137138366699, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.002029915632706515 }, { "score": 5.4092020988464355, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint", "probability": 0.0011818242182813936 }, { "score": 5.273809432983398, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement;", "probability": 0.0010321732455484632 }, { "score": 5.093433380126953, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.0008618194144247302 }, { "score": 5.092759132385254, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.0008612385304826511 }, { "score": 4.807342529296875, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.0006473938888105159 }, { "score": 4.498663902282715, "text": "The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.000475456918256553 }, { "score": 3.950638771057129, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.0002748570498040468 }, { "score": 3.817277431488037, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 0.00024054081980211654 }, { "score": 3.767115592956543, "text": "images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products", "probability": 0.00022877247839121528 }, { "score": 3.6419596672058105, "text": "The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.00020185952602469416 }, { "score": 3.195239543914795, "text": "Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.00012913416678481834 }, { "score": 3.139497756958008, "text": "images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture", "probability": 0.00012213294072275008 }, { "score": 2.8731093406677246, "text": "Collectible Concepts Group will:", "probability": 9.357111292279857e-05 }, { "score": 2.7402405738830566, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products", "probability": 8.192899409353577e-05 }, { "score": 2.717074155807495, "text": "images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 8.00528089178997e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.101615905761719, "probability": 0.9785535321857526 }, { "score": 7.95449686050415, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 0.01547083205952275 }, { "score": 5.575292110443115, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly),", "probability": 0.0014329735608088908 }, { "score": 5.173969745635986, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"),", "probability": 0.0009592815440023266 }, { "score": 4.747458457946777, "text": "Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 0.0006262022017426597 }, { "score": 4.491701602935791, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. 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(\"CCGI\") and Pivotal Self Service Tech, Inc.", "probability": 0.0002780050266013944 }, { "score": 3.801621437072754, "text": "the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 0.0002431883641208443 }, { "score": 3.7186970710754395, "text": "Collectible Concepts Group, Inc. (\"CCGI", "probability": 0.00022383561885279196 }, { "score": 3.694516181945801, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS", "probability": 0.0002184879903436142 }, { "score": 3.3920841217041016, "text": "CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 0.00016146670956353532 }, { "score": 3.0749762058258057, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\"", "probability": 0.00011758848015522585 }, { "score": 3.020905017852783, "text": "Collectible Concepts Group, Inc.", "probability": 0.00011139917089036144 }, { "score": 2.9271295070648193, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers", "probability": 0.00010142751181606673 }, { "score": 2.72463321685791, "text": "PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 8.283478516308554e-05 }, { "score": 2.621953248977661, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement", "probability": 7.475141306371078e-05 }, { "score": 2.5212743282318115, "text": "Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 6.75919704189137e-05 }, { "score": 2.5066089630126953, "text": "associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 6.660794268629756e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.977828979492188, "probability": 0.9582169484971904 }, { "score": 8.48561954498291, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 0.02916195000874938 }, { "score": 6.43364143371582, "text": "Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.0037467420150193932 }, { "score": 5.951925277709961, "text": "The Joint Venturers agree and declare that this association for the carrying on of a joint venture business operation does not, and is not intended to create a partnership, for either legal or United States income tax purposes, each Party recognizing that the other is willing and able to contribute capital, labor, and services for the operation of a successful joint venture business.", "probability": 0.002314446371042026 }, { "score": 5.740655899047852, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement;", "probability": 0.0018736738547135523 }, { "score": 4.9131855964660645, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement", "probability": 0.0008190835621191235 }, { "score": 4.786639213562012, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.0007217217849267302 }, { "score": 4.713763236999512, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement;", "probability": 0.0006709963844333754 }, { "score": 4.674705982208252, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 0.0006452943013152305 }, { "score": 4.2743916511535645, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the", "probability": 0.00043241776206840116 }, { "score": 3.7775557041168213, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation", "probability": 0.0002631057955523347 }, { "score": 3.389291763305664, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 0.00017844711359483095 }, { "score": 3.3544559478759766, "text": "and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 0.00017233779228638212 }, { "score": 3.33510422706604, "text": "nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 0.00016903482160485734 }, { "score": 3.2306418418884277, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.00015226803461318255 }, { "score": 3.1127407550811768, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit;", "probability": 0.00013533338689548775 }, { "score": 2.8230721950531006, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement", "probability": 0.00010129861173660186 }, { "score": 2.6185295581817627, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and,", "probability": 8.256039365365169e-05 }, { "score": 2.4996097087860107, "text": "provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 7.330363661500827e-05 }, { "score": 2.4396257400512695, "text": "The Joint Venturers agree and declare that this association for the carrying on of a joint venture business operation does not, and is not intended to create a partnership, for either legal or United States income tax purposes, each Party recognizing that the other is willing and able to contribute capital, labor, and services for the operation of a successful joint venture business", "probability": 6.903587187026573e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.229362487792969, "probability": 0.999897474561157 }, { "score": 2.8081626892089844, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 8.098048734569333e-05 }, { "score": 0.371112585067749, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement;", "probability": 7.079180302671005e-06 }, { "score": -0.12997716665267944, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 4.289063337369955e-06 }, { "score": -1.0588493347167969, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.6941755219419583e-06 }, { "score": -1.2402759790420532, "text": "Collectible Concepts Group will:", "probability": 1.4130769494574014e-06 }, { "score": -1.491457223892212, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 1.0992062358872412e-06 }, { "score": -1.7428553104400635, "text": "The", "probability": 8.548666638127268e-07 }, { "score": -1.9292563199996948, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 7.094886494095529e-07 }, { "score": -2.0009071826934814, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation", "probability": 6.604316495824393e-07 }, { "score": -2.002145290374756, "text": "Collectible Concepts Group will:", "probability": 6.596144700666409e-07 }, { "score": -2.030630588531494, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 6.410902418487251e-07 }, { "score": -2.4096291065216064, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 4.3885616276939857e-07 }, { "score": -2.5410783290863037, "text": "and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 3.8479952691972577e-07 }, { "score": -2.802325963973999, "text": "provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 2.9633034264536364e-07 }, { "score": -2.88073468208313, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and", "probability": 2.7398302074263e-07 }, { "score": -2.8967652320861816, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc.", "probability": 2.69625938745022e-07 }, { "score": -2.914536952972412, "text": "For Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 2.648765492312909e-07 }, { "score": -2.928439140319824, "text": "Further, each Party elects under the authority of Section 761(a) of the Internal Revenue Code of 1986 (the \"Code\"), as amended and all successor statutes, to be excluded from the application of all of the provisions of Subchapter K of Chapter 1 of the Subtitle A of the Code, and the Parties agree that the election out of Subchapter K of Chapter 1 of Subtitle A of the Code shall, if necessary, be manifested by their execution and filing of all appropriate documentation. The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.", "probability": 2.6121966406850305e-07 }, { "score": -2.952277421951294, "text": "The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement", "probability": 2.5506627070383376e-07 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.856125831604004, "probability": 0.999943295204103 }, { "score": 0.6271280646324158, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.3282615627933943e-05 }, { "score": 0.20588982105255127, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 8.716500521316568e-06 }, { "score": 0.18150055408477783, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 8.506482960658127e-06 }, { "score": -0.8092939853668213, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly),", "probability": 3.158300399319049e-06 }, { "score": -0.8781788349151611, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"),", "probability": 2.9480654779130395e-06 }, { "score": -0.9683775901794434, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS", "probability": 2.6937935176328645e-06 }, { "score": -0.9922600388526917, "text": "Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 2.630221284133157e-06 }, { "score": -1.1815745830535889, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc.", "probability": 2.1765769512844544e-06 }, { "score": -1.2212655544281006, "text": "Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 2.091878498758083e-06 }, { "score": -1.4275065660476685, "text": "Collectible Concepts Group will:", "probability": 1.7020296554940356e-06 }, { "score": -1.5818122625350952, "text": "PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 1.4586564282774029e-06 }, { "score": -1.828545093536377, "text": "Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 1.1397203512810981e-06 }, { "score": -1.8405038118362427, "text": "CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 1.1261719290062027e-06 }, { "score": -1.9409558773040771, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers", "probability": 1.0185419487720434e-06 }, { "score": -2.025670051574707, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 9.35810732688027e-07 }, { "score": -2.0689189434051514, "text": "Collectible Concepts Group, Inc. (\"CCGI", "probability": 8.96200675001549e-07 }, { "score": -2.1005074977874756, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\"", "probability": 8.683334511070406e-07 }, { "score": -2.227987766265869, "text": "(the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 7.6440330244961e-07 }, { "score": -2.4861268997192383, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 5.90492183946945e-07 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.797039031982422, "probability": 0.9980698082530847 }, { "score": 5.458912372589111, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.0017641986464687893 }, { "score": 2.9236061573028564, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.00013979060526882257 }, { "score": -0.1732177734375, "text": "The", "probability": 6.317488219747207e-06 }, { "score": -0.5023064613342285, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination", "probability": 4.545933093599607e-06 }, { "score": -1.5340403318405151, "text": "unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.6201182447609529e-06 }, { "score": -1.5942031145095825, "text": "thirty (30) days prior to scheduled termination.", "probability": 1.5255215544453956e-06 }, { "score": -1.8158721923828125, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers", "probability": 1.2222180436585601e-06 }, { "score": -1.822811245918274, "text": "Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.213766364461475e-06 }, { "score": -1.8267035484313965, "text": "Any notice which a Joint Venturer shall have occasion to give to the other Joint Venturer shall be deemed sufficient notice for all purposes as to its contents if given in writing, hand delivered, by fax, or prepaid mail, to the address of such Joint Venturer as set out below his signature.", "probability": 1.2090512009650016e-06 }, { "score": -1.9900381565093994, "text": "unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.0268555950138035e-06 }, { "score": -2.0387191772460938, "text": "prior to scheduled termination.", "probability": 9.78064453023516e-07 }, { "score": -2.081536293029785, "text": "by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 9.37070439493887e-07 }, { "score": -2.103494167327881, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless", "probability": 9.16718623592127e-07 }, { "score": -2.15434193611145, "text": "prior to scheduled termination.", "probability": 8.712707793949788e-07 }, { "score": -2.2237977981567383, "text": "the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 8.12809650444277e-07 }, { "score": -2.2627391815185547, "text": "Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 7.817660808722877e-07 }, { "score": -2.287856101989746, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.\n\n9. Distributions. During the term of the Joint Venture, no interest shall be allowed to any Joint Venturer upon the amount of his contribution.", "probability": 7.623750650992615e-07 }, { "score": -2.2943038940429688, "text": "The", "probability": 7.574752427063152e-07 }, { "score": -2.3675270080566406, "text": "Collectible Concepts Group will:", "probability": 7.039925262220299e-07 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.190717697143555, "probability": 0.9777066125933184 }, { "score": 8.043112754821777, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 0.015449933445262957 }, { "score": 6.462650299072266, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.0031808302252339955 }, { "score": 5.331484317779541, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.0010263165819324464 }, { "score": 4.61872673034668, "text": "If any asset is not capable of being distributed on an undivided basis, the Parties shall agree on a price for such asset and it shall be distributed to one Party and a corresponding balance, in cash or property, shall be made of the Joint Venture assets so that each Party receives his proportionate share of all the Joint Venture assets.\n\n12. Sale or Purchase of Interest of Joint Venturer Prohibited. No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 0.0005031930783833187 }, { "score": 4.399629592895508, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture", "probability": 0.0004041866647205408 }, { "score": 3.974210500717163, "text": "Sale or Purchase of Interest of Joint Venturer Prohibited. No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 0.00026413430912442583 }, { "score": 3.9670369625091553, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 0.00026224631147381896 }, { "score": 3.79610013961792, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.00022104081315187056 }, { "score": 3.411811113357544, "text": "The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.000150514335644195 }, { "score": 3.3989415168762207, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.\n\n13. Notice. Any notice which a Joint Venturer shall have occasion to give to the other Joint Venturer shall be deemed sufficient notice for all purposes as to its contents if given in writing, hand delivered, by fax, or prepaid mail, to the address of such Joint Venturer as set out below his signature.", "probability": 0.00014858968816234424 }, { "score": 3.3908274173736572, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers: (i) the Joint Venture shall incur no liability of any sort, nor any indebtedness for borrowed funds; (ii) no assets owned in the name of the Joint Venture be disposed of; and (iii) no commitment to purchase any item for the Joint Venture shall be made.", "probability": 0.0001473888949136969 }, { "score": 3.2341346740722656, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products", "probability": 0.0001260125989749278 }, { "score": 3.1703453063964844, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.0001182253472996191 }, { "score": 2.728931427001953, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 7.603385082743374e-05 }, { "score": 2.349921703338623, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 5.204813289706021e-05 }, { "score": 2.2806451320648193, "text": "The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 4.856447768406733e-05 }, { "score": 2.106898546218872, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer", "probability": 4.08189227165344e-05 }, { "score": 2.0391793251037598, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 3.814621521631053e-05 }, { "score": 1.9577617645263672, "text": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 3.516351306222631e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Change Of Control": [ { "text": "", "score": 12.239603042602539, "probability": 0.8927566510965923 }, { "score": 9.400511741638184, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 0.05220732107872275 }, { "score": 8.922979354858398, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.03238483795201802 }, { "score": 7.701071739196777, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.009542759822203943 }, { "score": 7.087015628814697, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 0.0051640782341431145 }, { "score": 5.827841758728027, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products", "probability": 0.0014660222089394512 }, { "score": 5.716777801513672, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.001311916172383323 }, { "score": 5.386569023132324, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.0009429707801336767 }, { "score": 5.036916732788086, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.\n\n4. Offices of the Joint Venture. The principal place of business of the Joint Venture shall be at 1600 Lower State Road, in the City of Doylestown, Bucks County, Pennsylvania, but may maintain such other offices as the Joint Venturers may deem advisable at any other place or places within or without the Commonwealth of Pennsylvania.", "probability": 0.0006647313710501468 }, { "score": 4.914050102233887, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.0005878761962782111 }, { "score": 4.8197855949401855, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.0005349920397903579 }, { "score": 4.778726577758789, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture", "probability": 0.0005134706395968649 }, { "score": 4.580399513244629, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.00042109808443113126 }, { "score": 4.489576816558838, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.0003845381829617528 }, { "score": 3.9322891235351562, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.00022024826700657796 }, { "score": 3.8305275440216064, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.0001989381190801192 }, { "score": 3.810157537460327, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture", "probability": 0.00019492674287378744 }, { "score": 3.6834068298339844, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.00017172134962597523 }, { "score": 3.650559902191162, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.00016617246173150957 }, { "score": 3.641836643218994, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer", "probability": 0.00016472920043690044 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.156974792480469, "probability": 0.9741763120205051 }, { "score": 8.516499519348145, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 0.02556225968364133 }, { "score": 2.824376106262207, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.\n\n13. Notice. Any notice which a Joint Venturer shall have occasion to give to the other Joint Venturer shall be deemed sufficient notice for all purposes as to its contents if given in writing, hand delivered, by fax, or prepaid mail, to the address of such Joint Venturer as set out below his signature.", "probability": 8.620678600492137e-05 }, { "score": 2.2857320308685303, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer", "probability": 5.030501747537614e-05 }, { "score": 1.545116662979126, "text": "No", "probability": 2.3986458818993524e-05 }, { "score": 1.3866931200027466, "text": "nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 2.0472159956736726e-05 }, { "score": 1.168487310409546, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers: (i) the Joint Venture shall incur no liability of any sort, nor any indebtedness for borrowed funds; (ii) no assets owned in the name of the Joint Venture be disposed of; and (iii) no commitment to purchase any item for the Joint Venture shall be made.", "probability": 1.6458796940175155e-05 }, { "score": 0.5295214653015137, "text": "successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 8.687578593340048e-06 }, { "score": 0.44919490814208984, "text": "Sale or Purchase of Interest of Joint Venturer Prohibited. No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 8.017027364834787e-06 }, { "score": 0.37743639945983887, "text": "confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 7.461893420453624e-06 }, { "score": 0.17300522327423096, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers:", "probability": 6.082270206654904e-06 }, { "score": 0.0447998046875, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer", "probability": 5.3504068082983705e-06 }, { "score": 0.032839298248291016, "text": ".", "probability": 5.286794409796956e-06 }, { "score": -0.21851277351379395, "text": "Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 4.1117964223753086e-06 }, { "score": -0.281813383102417, "text": "Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 3.85958401355975e-06 }, { "score": -0.336078405380249, "text": "12. Sale or Purchase of Interest of Joint Venturer Prohibited. No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 3.6557248352700447e-06 }, { "score": -0.4039173126220703, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture,", "probability": 3.4159494562660205e-06 }, { "score": -0.5543100833892822, "text": "assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 2.93898037177128e-06 }, { "score": -0.6753337383270264, "text": "Joint Venturer without the consent of the other Joint Venturer.", "probability": 2.603974818375492e-06 }, { "score": -0.7053020000457764, "text": "sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 2.527095936374077e-06 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 11.852116584777832, "probability": 0.25414821723229764 }, { "score": 11.748794555664062, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 0.2292001410235877 }, { "score": 11.359773635864258, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.", "probability": 0.15533354068315625 }, { "score": 10.954076766967773, "text": "50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 0.10353169642047522 }, { "score": 10.713130950927734, "text": "50% to Pivotal Self Service Tech, Inc.", "probability": 0.08136392519803981 }, { "score": 10.565055847167969, "text": "50% to Collectible Concepts Group, Inc.", "probability": 0.07016551083304537 }, { "score": 10.04074764251709, "text": "Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.041535508461646005 }, { "score": 9.286657333374023, "text": "Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.019539897048346723 }, { "score": 9.013275146484375, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:", "probability": 0.014865992041396343 }, { "score": 8.366436004638672, "text": "Each distribution shall be made ratably to the Joint Venturers according to their prorata interest in the Joint Venture as shown in Section 6.", "probability": 0.00778529773379455 }, { "score": 8.029876708984375, "text": "Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 0.005560442844860126 }, { "score": 7.6408562660217285, "text": "Collectible Concepts Group, Inc.", "probability": 0.0037684256338437723 }, { "score": 7.603804111480713, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.\n\n Depreciation and all other charges and expenses, which are not expressly apportioned by this Agreement, shall be apportioned in accordance with generally accepted accounting principles, consistently applied.", "probability": 0.0036313524547134323 }, { "score": 7.1982526779174805, "text": "No Joint Venturer shall withdraw, transfer or have paid to him in any manner any part of his capital contribution or account, or any other funds or property of the Joint Venture without the consent of both Joint Venturers; provided, however, there may be distributed to the Joint Venturers, from time to time, so much of the gross income of the Joint Venture as shall not be needed to defray the necessary and expected costs and expenses of the Joint Venture business.", "probability": 0.0024206926600602997 }, { "score": 6.812532901763916, "text": "No Joint Venturer shall withdraw, transfer or have paid to him in any manner any part of his capital contribution or account, or any other funds or property of the Joint Venture without the consent of both Joint Venturers; provided, however, there may be distributed to the Joint Venturers, from time to time, so much of the gross income of the Joint Venture as shall not be needed to defray the necessary and expected costs and expenses of the Joint Venture business. Distributions may only be made if after any distribution is made, the Joint Venture assets are in excess of all liabilities of the Joint Venture.", "probability": 0.001645976699342061 }, { "score": 6.809085845947266, "text": "50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.\n\n Depreciation and all other charges and expenses, which are not expressly apportioned by this Agreement, shall be apportioned in accordance with generally accepted accounting principles, consistently applied.", "probability": 0.0016403126934671213 }, { "score": 6.568139553070068, "text": "50% to Pivotal Self Service Tech, Inc.\n\n Depreciation and all other charges and expenses, which are not expressly apportioned by this Agreement, shall be apportioned in accordance with generally accepted accounting principles, consistently applied.", "probability": 0.001289095226556152 }, { "score": 6.483193397521973, "text": "Pivotal Self Service Tech, Inc.", "probability": 0.001184113557584131 }, { "score": 6.221567630767822, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc", "probability": 0.0009115294967026935 }, { "score": 5.576748847961426, "text": "No Joint Venturer shall withdraw, transfer or have paid to him in any manner any part of his capital contribution or account, or any other funds or property of the Joint Venture without the consent of both Joint Venturers; provided, however, there may be distributed to the Joint Venturers, from time to time, so much of the gross income of the Joint Venture as shall not be needed to defray the necessary and expected costs and expenses of the Joint Venture business", "probability": 0.00047833205708451446 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.744994163513184, "probability": 0.9607601927594679 }, { "score": 7.957820415496826, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.021770396550588756 }, { "score": 7.245764255523682, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.010681304075960012 }, { "score": 5.062243938446045, "text": "50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 0.0012031878949995385 }, { "score": 5.003718376159668, "text": "50% to Collectible Concepts Group, Inc.", "probability": 0.0011347916334363745 }, { "score": 4.682908058166504, "text": "50% to Pivotal Self Service Tech, Inc.", "probability": 0.0008233603977654108 }, { "score": 4.06542444229126, "text": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the Products as backup to those provided by CCGI", "probability": 0.00044403811188101954 }, { "score": 4.033352851867676, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 0.0004300230474166702 }, { "score": 3.974827289581299, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.", "probability": 0.00040557801355991694 }, { "score": 3.9332590103149414, "text": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 0.00038906443179691094 }, { "score": 3.487884759902954, "text": "Pivotal Self Service Tech, Inc. will:", "probability": 0.0002492286414583567 }, { "score": 3.463006019592285, "text": "3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the Products as backup to those provided by CCGI", "probability": 0.0002431046413817572 }, { "score": 3.3955447673797607, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination", "probability": 0.00022724545239785108 }, { "score": 3.330840587615967, "text": "3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 0.00021300732219969642 }, { "score": 3.2425155639648438, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the Products as backup to those provided by CCGI", "probability": 0.00019500038208885236 }, { "score": 3.200305461883545, "text": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings", "probability": 0.00018694069283010575 }, { "score": 3.1103501319885254, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 0.00017085856107303848 }, { "score": 3.1048126220703125, "text": "Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 0.0001699150448726422 }, { "score": 3.0462872982025146, "text": "Collectible Concepts Group, Inc.", "probability": 0.0001602561146843606 }, { "score": 2.9288997650146484, "text": "Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.00014250623014113156 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.152997016906738, "probability": 0.9824700936428258 }, { "score": 7.966605186462402, "text": "Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.014934561247916795 }, { "score": 5.635491847991943, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.0014514524363470815 }, { "score": 4.639307022094727, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.0005360005506540307 }, { "score": 3.13930606842041, "text": "Pivotal Self Service Tech, Inc. will:", "probability": 0.00011959777464970007 }, { "score": 2.76914119720459, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 8.259666988233713e-05 }, { "score": 2.4018118381500244, "text": "Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture", "probability": 5.720492547979719e-05 }, { "score": 2.2668440341949463, "text": "the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 4.99824628303404e-05 }, { "score": 2.217477798461914, "text": "(e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 4.757493109217527e-05 }, { "score": 1.9492384195327759, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 3.638172491702568e-05 }, { "score": 1.6797300577163696, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "probability": 2.7786720425432056e-05 }, { "score": 1.6129133701324463, "text": "Except", "probability": 2.599077159722483e-05 }, { "score": 1.5961852073669434, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI", "probability": 2.5559610064030316e-05 }, { "score": 1.5546586513519287, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI", "probability": 2.4519943765873808e-05 }, { "score": 1.4027373790740967, "text": "Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 2.1064002594984815e-05 }, { "score": 1.3068151473999023, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.", "probability": 1.9137376615792182e-05 }, { "score": 1.290370225906372, "text": "Collectible Concepts Group will:", "probability": 1.882523754543088e-05 }, { "score": 1.2494577169418335, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 1.8070592319964735e-05 }, { "score": 1.1956452131271362, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the Products as backup to those provided by CCGI", "probability": 1.7123869706712574e-05 }, { "score": 1.1570467948913574, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers: (i) the Joint Venture shall incur no liability of any sort, nor any indebtedness for borrowed funds; (ii) no assets owned in the name of the Joint Venture be disposed of; and (iii) no commitment to purchase any item for the Joint Venture shall be made.", "probability": 1.647550876933119e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.027389526367188, "probability": 0.9975251239991778 }, { "score": 5.875420570373535, "text": "Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.002124015454365357 }, { "score": 2.454465627670288, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 6.941539797204476e-05 }, { "score": 1.9795531034469604, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.", "probability": 4.317217504175713e-05 }, { "score": 1.7796154022216797, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 3.534858948917056e-05 }, { "score": 1.677578091621399, "text": "50% to Collectible Concepts Group, Inc.", "probability": 3.1919629955760845e-05 }, { "score": 1.4776403903961182, "text": "50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 2.6135210812545114e-05 }, { "score": 1.4031755924224854, "text": "Collectible Concepts Group will:", "probability": 2.425975198970978e-05 }, { "score": 1.0011624097824097, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.622909303263655e-05 }, { "score": 0.9869206547737122, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.5999600333988647e-05 }, { "score": 0.8943993449211121, "text": "50% to Pivotal Self Service Tech, Inc.", "probability": 1.4585712197538711e-05 }, { "score": 0.6087397336959839, "text": "Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 1.0961430814028561e-05 }, { "score": 0.5891597270965576, "text": "Collectible Concepts Group, Inc.", "probability": 1.074889345788046e-05 }, { "score": 0.5879714488983154, "text": "(e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 1.0736128367870341e-05 }, { "score": 0.4406616687774658, "text": "Except", "probability": 9.265564228519584e-06 }, { "score": 0.38922199606895447, "text": "Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 8.800997647542791e-06 }, { "score": 0.3874843120574951, "text": "Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture", "probability": 8.785717574460016e-06 }, { "score": -0.1704145222902298, "text": "Pivotal Self Service Tech, Inc. will:", "probability": 5.029037257727506e-06 }, { "score": -0.21060645580291748, "text": "Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 4.830918582167639e-06 }, { "score": -0.2516406774520874, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 4.636697701413477e-06 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.300068855285645, "probability": 0.9997517642036857 }, { "score": 3.255920886993408, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.0001180507153295181 }, { "score": 1.0441296100616455, "text": "(a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 1.2927063327285863e-05 }, { "score": 1.04071843624115, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 1.2883041992187256e-05 }, { "score": 0.9927206635475159, "text": "(a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 1.2279289952802185e-05 }, { "score": 0.989309549331665, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 1.223747525019215e-05 }, { "score": 0.7279170155525208, "text": "(e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 9.422594276919222e-06 }, { "score": 0.7169524431228638, "text": "Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 9.319843895893468e-06 }, { "score": 0.613234281539917, "text": "The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 8.401646660138919e-06 }, { "score": 0.5677413940429688, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 8.027995176583064e-06 }, { "score": 0.5618253946304321, "text": "The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 7.980641771303724e-06 }, { "score": 0.3042014241218567, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 6.1681247424464444e-06 }, { "score": 0.2527925372123718, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 5.859041204830457e-06 }, { "score": -0.09071296453475952, "text": "the responsibilities of the Joint Venturers", "probability": 4.155698278266783e-06 }, { "score": -0.17665386199951172, "text": "of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 3.813470145922526e-06 }, { "score": -0.22806274890899658, "text": "of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 3.6223778946287893e-06 }, { "score": -0.24679520726203918, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 3.5551534568403554e-06 }, { "score": -0.25265324115753174, "text": "(b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 3.534388128767212e-06 }, { "score": -0.3040621280670166, "text": "(b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 3.3572806233645187e-06 }, { "score": -0.5444318652153015, "text": "Collectible Concepts Group will:", "probability": 2.6399542061471837e-06 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 10.931621551513672, "probability": 0.16418064527081563 }, { "score": 10.788458824157715, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 0.14228108741329146 }, { "score": 10.2598876953125, "text": "The name of the Joint Venture will be MightyCell Batteries, and may sometimes be referred to as \"MightyCell\" or the \"Joint Venture\" in this Agreement.", "probability": 0.08386710485583808 }, { "score": 10.2425537109375, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.\n\n1. Name of the Joint Venture. The name of the Joint Venture will be MightyCell Batteries, and may sometimes be referred to as \"MightyCell\" or the \"Joint Venture\" in this Agreement.", "probability": 0.08242588093367105 }, { "score": 10.127880096435547, "text": "Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.07349562363746873 }, { "score": 9.947953224182129, "text": "Then, any unexpended portion of Joint Venture funds shall be distributed to the Joint Venturers in accordance with their prorata ownership in the Joint Venture and all other assets of the Joint Venture shall be distributed as undivided interests to the Joint Venturers ratably according to their prorata interests in the Joint Venture as set forth in Section 6.", "probability": 0.06139319447528805 }, { "score": 9.890327453613281, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.057955369286712174 }, { "score": 9.453853607177734, "text": "On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers. Then, any unexpended portion of Joint Venture funds shall be distributed to the Joint Venturers in accordance with their prorata ownership in the Joint Venture and all other assets of the Joint Venture shall be distributed as undivided interests to the Joint Venturers ratably according to their prorata interests in the Joint Venture as set forth in Section 6.", "probability": 0.03745721591986636 }, { "score": 9.327865600585938, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc.", "probability": 0.03302323373287361 }, { "score": 9.251494407653809, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly),", "probability": 0.030595109420229197 }, { "score": 9.217570304870605, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 0.02957460549192635 }, { "score": 9.190922737121582, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.", "probability": 0.028796921895017525 }, { "score": 9.072900772094727, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.", "probability": 0.02559114869911165 }, { "score": 9.02299976348877, "text": "The Joint Venturers shall maintain adequate books and records to be kept of all the Joint Venture activities and affairs conducted pursuant to the terms of this Agreement.", "probability": 0.024345463521460522 }, { "score": 9.011576652526855, "text": "On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers.", "probability": 0.024068944948252118 }, { "score": 8.963482856750488, "text": "Pivotal Self Service Tech, Inc. will:\n\n 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the Products as backup to those provided by CCGI", "probability": 0.022938772988559366 }, { "score": 8.936212539672852, "text": "This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns.", "probability": 0.022321677808865077 }, { "score": 8.799981117248535, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.\n\n Depreciation and all other charges and expenses, which are not expressly apportioned by this Agreement, shall be apportioned in accordance with generally accepted accounting principles, consistently applied.\n\n7. Accounting Provisions. The Joint Venturers shall maintain adequate books and records to be kept of all the Joint Venture activities and affairs conducted pursuant to the terms of this Agreement.", "probability": 0.019478803666640565 }, { "score": 8.79205322265625, "text": "Any notice which a Joint Venturer shall have occasion to give to the other Joint Venturer shall be deemed sufficient notice for all purposes as to its contents if given in writing, hand delivered, by fax, or prepaid mail, to the address of such Joint Venturer as set out below his signature.", "probability": 0.019324988286076115 }, { "score": 8.65703296661377, "text": "Then, any unexpended portion of Joint Venture funds shall be distributed to the Joint Venturers in accordance with their prorata ownership in the Joint Venture and all other assets of the Joint Venture shall be distributed as undivided interests to the Joint Venturers ratably according to their prorata interests in the Joint Venture as set forth in Section 6. If any asset is not capable of being distributed on an undivided basis, the Parties shall agree on a price for such asset and it shall be distributed to one Party and a corresponding balance, in cash or property, shall be made of the Joint Venture assets so that each Party receives his proportionate share of all the Joint Venture assets.", "probability": 0.016884207748036305 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__License Grant": [ { "text": "", "score": 11.746278762817383, "probability": 0.9996393675025208 }, { "score": 2.4940309524536133, "text": "The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 9.586127076002511e-05 }, { "score": 2.281688690185547, "text": "Collectible Concepts Group will:", "probability": 7.752184656458745e-05 }, { "score": 1.727035641670227, "text": "The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 4.451858485940884e-05 }, { "score": 0.767494797706604, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 1.7053677938125235e-05 }, { "score": 0.6598701477050781, "text": "(b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 1.5313598818577976e-05 }, { "score": 0.6248292922973633, "text": "(c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 1.4786289849373437e-05 }, { "score": 0.34860002994537354, "text": "The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products", "probability": 1.1217455900541007e-05 }, { "score": 0.12972724437713623, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business.", "probability": 9.012372378243244e-06 }, { "score": 0.03297880291938782, "text": "(e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 8.181290496053907e-06 }, { "score": 0.008159875869750977, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and,", "probability": 7.98073867905727e-06 }, { "score": -7.462501525878906e-05, "text": "Collectible Concepts Group will:", "probability": 7.915291113177653e-06 }, { "score": -0.0257074236869812, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 7.71497830625108e-06 }, { "score": -0.046558260917663574, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 7.5557800257439164e-06 }, { "score": -0.1071251928806305, "text": "(b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 7.111732640150539e-06 }, { "score": -0.14216604828834534, "text": "(c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 6.866847002740045e-06 }, { "score": -0.2296745777130127, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 6.291481149706325e-06 }, { "score": -0.3039962649345398, "text": "Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 5.840841229836368e-06 }, { "score": -0.4035911560058594, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products;", "probability": 5.287153136718756e-06 }, { "score": -0.5425394773483276, "text": "The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 4.601266631461925e-06 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.04644775390625, "probability": 0.9844523601382705 }, { "score": 7.852518558502197, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 0.014852323410042154 }, { "score": 2.8948686122894287, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 0.00010440333760858375 }, { "score": 2.6124038696289062, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 7.8712100762792e-05 }, { "score": 2.4270472526550293, "text": "(b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 6.539463913784174e-05 }, { "score": 2.426331043243408, "text": "The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 6.534781965010191e-05 }, { "score": 2.382862091064453, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 6.256807244403284e-05 }, { "score": 2.1445822715759277, "text": "(b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 4.9302525339165314e-05 }, { "score": 2.1438660621643066, "text": "The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 4.926722704849358e-05 }, { "score": 2.086716413497925, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 4.6530566725838916e-05 }, { "score": 1.8042516708374023, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 3.508047482548036e-05 }, { "score": 1.7273292541503906, "text": "If any asset is not capable of being distributed on an undivided basis, the Parties shall agree on a price for such asset and it shall be distributed to one Party and a corresponding balance, in cash or property, shall be made of the Joint Venture assets so that each Party receives his proportionate share of all the Joint Venture assets.\n\n12. Sale or Purchase of Interest of Joint Venturer Prohibited. No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "probability": 3.2483175755243476e-05 }, { "score": 1.5206458568572998, "text": "No", "probability": 2.64178228133406e-05 }, { "score": 0.9490983486175537, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 1.4916849018717585e-05 }, { "score": 0.7579770088195801, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is", "probability": 1.2321799871473946e-05 }, { "score": 0.6811448931694031, "text": "Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 1.1410544970296018e-05 }, { "score": 0.6549584269523621, "text": "(e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 1.111562147497639e-05 }, { "score": 0.6122264862060547, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer", "probability": 1.0650635037212433e-05 }, { "score": 0.5800787210464478, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and,", "probability": 1.0313686020799708e-05 }, { "score": 0.45263195037841797, "text": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.\n\n13. Notice. Any notice which a Joint Venturer shall have occasion to give to the other Joint Venturer shall be deemed sufficient notice for all purposes as to its contents if given in writing, hand delivered, by fax, or prepaid mail, to the address of such Joint Venturer as set out below his signature.", "probability": 9.079553182779336e-06 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.128915786743164, "probability": 0.9994584176968679 }, { "score": 3.1220240592956543, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business.", "probability": 0.00012249584383172902 }, { "score": 2.5431675910949707, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 6.866369711609852e-05 }, { "score": 2.445103168487549, "text": "Collectible Concepts Group will:", "probability": 6.224985529083282e-05 }, { "score": 2.4213929176330566, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and,", "probability": 6.079125581776006e-05 }, { "score": 2.2094128131866455, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products;", "probability": 4.917895831016923e-05 }, { "score": 2.080843448638916, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 4.324564310505811e-05 }, { "score": 1.959068775177002, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and,", "probability": 3.828743664294721e-05 }, { "score": 1.7470886707305908, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products;", "probability": 3.097380083924257e-05 }, { "score": 0.9431260824203491, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 1.3862385939170122e-05 }, { "score": 0.6982667446136475, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business", "probability": 1.0851678699025666e-05 }, { "score": 0.21742773056030273, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale;", "probability": 6.709207071038598e-06 }, { "score": -0.1519489586353302, "text": "The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 4.637169152334676e-06 }, { "score": -0.17346656322479248, "text": "(b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 4.538454243073538e-06 }, { "score": -0.19621270895004272, "text": "Collectible Concepts Group will:", "probability": 4.436387118979293e-06 }, { "score": -0.21166440844535828, "text": "The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 4.368364285953309e-06 }, { "score": -0.2322474718093872, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 4.279369006768321e-06 }, { "score": -0.23318201303482056, "text": "(b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 4.275371628161137e-06 }, { "score": -0.24489641189575195, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale;", "probability": 4.225580426021684e-06 }, { "score": -0.42991161346435547, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 3.511844607875806e-06 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.230667114257812, "probability": 0.9990209223923974 }, { "score": 4.277276992797852, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 0.00035112450627040393 }, { "score": 3.595557689666748, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly),", "probability": 0.00017758006473713285 }, { "score": 3.438507556915283, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"),", "probability": 0.00015177079321775333 }, { "score": 2.2690420150756836, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc.", "probability": 4.7129819050808474e-05 }, { "score": 1.9623081684112549, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\"", "probability": 3.468030875700577e-05 }, { "score": 1.693664312362671, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"),", "probability": 2.6510163793894055e-05 }, { "score": 1.439605951309204, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business.", "probability": 2.056251664068107e-05 }, { "score": 1.398808240890503, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS", "probability": 1.9740495349427005e-05 }, { "score": 1.2941349744796753, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and,", "probability": 1.7778659987602047e-05 }, { "score": 1.289530634880066, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and,", "probability": 1.7696989163781952e-05 }, { "score": 1.2832036018371582, "text": "Collectible Concepts Group, Inc. (\"CCGI", "probability": 1.7585373199873144e-05 }, { "score": 1.1896917819976807, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\"", "probability": 1.6015478622247055e-05 }, { "score": 1.0959186553955078, "text": "Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 1.4581921993807984e-05 }, { "score": 1.0755259990692139, "text": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers", "probability": 1.4287569386520516e-05 }, { "score": 1.0287411212921143, "text": "(the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.", "probability": 1.3634522667237903e-05 }, { "score": 1.0152661800384521, "text": "Collectible Concepts Group will:", "probability": 1.345203057171893e-05 }, { "score": 0.7588951587677002, "text": "Collectible Concepts Group, Inc.", "probability": 1.0409918413299316e-05 }, { "score": 0.414199560880661, "text": "Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly),", "probability": 7.374760649321657e-06 }, { "score": 0.38488560914993286, "text": "Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 7.161715130404682e-06 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.790155410766602, "probability": 0.9999568992881432 }, { "score": 0.6772016286849976, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 1.4917181571875592e-05 }, { "score": 0.14860033988952637, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 8.792616941735281e-06 }, { "score": -0.7356168627738953, "text": "Collectible Concepts Group will:", "probability": 3.631679388615516e-06 }, { "score": -0.9083276391029358, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 3.0556257703330742e-06 }, { "score": -1.1910980939865112, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 2.303003064677591e-06 }, { "score": -1.4757496118545532, "text": "Pivotal Self Service Tech, Inc. will:", "probability": 1.732494770665372e-06 }, { "score": -1.5635180473327637, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and,", "probability": 1.586918361550924e-06 }, { "score": -1.8706486225128174, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.1672650204741762e-06 }, { "score": -1.934950590133667, "text": "(e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 1.0945698504196364e-06 }, { "score": -2.084301471710205, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 9.427167372467059e-07 }, { "score": -2.6186068058013916, "text": "Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 5.525039146674179e-07 }, { "score": -2.623696804046631, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.\n\n4. Offices of the Joint Venture. The principal place of business of the Joint Venture shall be at 1600 Lower State Road, in the City of Doylestown, Bucks County, Pennsylvania, but may maintain such other offices as the Joint Venturers may deem advisable at any other place or places within or without the Commonwealth of Pennsylvania.\n\n5. Powers and Authority of the Joint Venturers. The Joint Venturers shall have full and complete charge of all affairs of the Joint Venture.", "probability": 5.496988157418027e-07 }, { "score": -2.7952942848205566, "text": "Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 4.630212918373104e-07 }, { "score": -2.9116127490997314, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale;", "probability": 4.121777034614417e-07 }, { "score": -2.9551079273223877, "text": "15. Benefit. This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns.\n\n16. Counterparts. This Agreement may be signed in counterparts and shall be deemed one original instrument.\n\n\n\n\n\nFor Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 3.9463425419835575e-07 }, { "score": -2.9781429767608643, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business.", "probability": 3.8564773446647735e-07 }, { "score": -2.9826266765594482, "text": "3) In concert with PVSS, appoint appropriate sales agents and / or representatives and distributors to sell the Products into specific retail channels 4) Prepare marketing materials for sales agents', representatives' and distributors' use in presentations to prospective clients 5) Engage in any support activities required to promote and sell the Products 6) Provide fulfillment services through affiliates for final distribution of the Products\n\nPivotal Self Service Tech, Inc. will:", "probability": 3.839224764569391e-07 }, { "score": -3.0195083618164062, "text": "The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 3.700207047005152e-07 }, { "score": -3.033133029937744, "text": "(a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 3.6501348372093165e-07 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.125652313232422, "probability": 0.9999973841745213 }, { "score": -2.3808836936950684, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 5.010606813402618e-07 }, { "score": -2.524695873260498, "text": "Collectible Concepts Group will:", "probability": 4.339438008664546e-07 }, { "score": -2.8013498783111572, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 3.29066885525991e-07 }, { "score": -3.023616313934326, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 2.6348451349802926e-07 }, { "score": -3.1101584434509277, "text": "This Agreement may be signed in counterparts and shall be deemed one original instrument.\n\n\n\n\n\nFor Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 2.416408334573348e-07 }, { "score": -3.8309106826782227, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 1.175307762955128e-07 }, { "score": -4.028885364532471, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and,", "probability": 9.642114686247182e-08 }, { "score": -4.069546222686768, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 9.25792176648289e-08 }, { "score": -4.126873970031738, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 8.742112321593328e-08 }, { "score": -4.31732177734375, "text": "(b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 7.226132994466518e-08 }, { "score": -4.324848651885986, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and,", "probability": 7.171946979480274e-08 }, { "score": -4.794029235839844, "text": "(e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 4.486157654058179e-08 }, { "score": -4.881659507751465, "text": "Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 4.109766881786655e-08 }, { "score": -4.9280877113342285, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business.", "probability": 3.923319487729012e-08 }, { "score": -4.936141014099121, "text": "Pivotal Self Service Tech, Inc. will:", "probability": 3.891850691998104e-08 }, { "score": -4.977723598480225, "text": "16. Counterparts. This Agreement may be signed in counterparts and shall be deemed one original instrument.\n\n\n\n\n\nFor Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 3.733336046638404e-08 }, { "score": -5.007030487060547, "text": "Collectible Concepts Group, Inc.", "probability": 3.6255113043302e-08 }, { "score": -5.010565280914307, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is", "probability": 3.612718492551406e-08 }, { "score": -5.0460100173950195, "text": "For Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 3.486909443097248e-08 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.265913963317871, "probability": 0.9999825986884163 }, { "score": 0.39402732253074646, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 6.983893125900931e-06 }, { "score": -0.5420272946357727, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 2.7388877259436637e-06 }, { "score": -0.6749183535575867, "text": "Collectible Concepts Group will:", "probability": 2.3980618284802317e-06 }, { "score": -1.0657821893692017, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.622222307285299e-06 }, { "score": -1.9116086959838867, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 6.962618258650248e-07 }, { "score": -2.570854902267456, "text": "For Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 3.601352192296791e-07 }, { "score": -2.674118757247925, "text": "Pivotal Self Service Tech, Inc. will:", "probability": 3.2480198343951385e-07 }, { "score": -2.7478907108306885, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 3.017032026137412e-07 }, { "score": -2.7699079513549805, "text": "Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 2.951331235469209e-07 }, { "score": -2.8038864135742188, "text": "The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 2.852734113851408e-07 }, { "score": -2.864074230194092, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:\n\n (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 2.6860992707063256e-07 }, { "score": -3.0272865295410156, "text": "Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include:", "probability": 2.2816018375981974e-07 }, { "score": -3.3187804222106934, "text": ":", "probability": 1.704691002262611e-07 }, { "score": -3.3918769359588623, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers\n\n3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture.\n\n4. Offices of the Joint Venture. The principal place of business of the Joint Venture shall be at 1600 Lower State Road, in the City of Doylestown, Bucks County, Pennsylvania, but may maintain such other offices as the Joint Venturers may deem advisable at any other place or places within or without the Commonwealth of Pennsylvania.\n\n5. Powers and Authority of the Joint Venturers. The Joint Venturers shall have full and complete charge of all affairs of the Joint Venture.", "probability": 1.5845292344052218e-07 }, { "score": -3.530357837677002, "text": "(e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 1.379617723034746e-07 }, { "score": -3.5909597873687744, "text": "THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.2984931785923115e-07 }, { "score": -3.676182746887207, "text": "OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.1924160456009667e-07 }, { "score": -3.9094746112823486, "text": "For Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 9.443009835911594e-08 }, { "score": -3.9826955795288086, "text": "3) In concert with PVSS, appoint appropriate sales agents and / or representatives and distributors to sell the Products into specific retail channels 4) Prepare marketing materials for sales agents', representatives' and distributors' use in presentations to prospective clients 5) Engage in any support activities required to promote and sell the Products 6) Provide fulfillment services through affiliates for final distribution of the Products\n\nPivotal Self Service Tech, Inc. will:", "probability": 8.776290285654704e-08 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.306593894958496, "probability": 0.9055799112461955 }, { "score": 9.832256317138672, "text": "On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers.", "probability": 0.07626681734948777 }, { "score": 7.838681697845459, "text": "On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers", "probability": 0.010388125004523215 }, { "score": 6.810332775115967, "text": "On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers. Then, any unexpended portion of Joint Venture funds shall be distributed to the Joint Venturers in accordance with their prorata ownership in the Joint Venture and all other assets of the Joint Venture shall be distributed as undivided interests to the Joint Venturers ratably according to their prorata interests in the Joint Venture as set forth in Section 6.", "probability": 0.0037147612311729875 }, { "score": 6.441493988037109, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.002568894414580875 }, { "score": 4.286389350891113, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 0.0002977119056435205 }, { "score": 4.012248992919922, "text": "Then, any unexpended portion of Joint Venture funds shall be distributed to the Joint Venturers in accordance with their prorata ownership in the Joint Venture and all other assets of the Joint Venture shall be distributed as undivided interests to the Joint Venturers ratably according to their prorata interests in the Joint Venture as set forth in Section 6.", "probability": 0.00022632814185951768 }, { "score": 3.838069438934326, "text": "Procedure on Termination and Liquidation. On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers.", "probability": 0.00019014869043678084 }, { "score": 3.4290080070495605, "text": "On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers. Then, any unexpended portion of Joint Venture funds shall be distributed to the Joint Venturers in accordance with their prorata ownership in the Joint Venture and all other assets of the Joint Venture shall be distributed as undivided interests to the Joint Venturers ratably according to their prorata interests in the Joint Venture as set forth in Section 6", "probability": 0.00012631072157054732 }, { "score": 3.182114839553833, "text": "On", "probability": 9.867698599450452e-05 }, { "score": 3.0633387565612793, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 8.762581663567106e-05 }, { "score": 3.0130670070648193, "text": "On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers. Then", "probability": 8.332960727380526e-05 }, { "score": 2.847357988357544, "text": "(d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 7.06045716585332e-05 }, { "score": 2.8084003925323486, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.\n\n9. Distributions. During the term of the Joint Venture, no interest shall be allowed to any Joint Venturer upon the amount of his contribution.", "probability": 6.790687633557305e-05 }, { "score": 2.411983013153076, "text": "The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 4.5682711472630275e-05 }, { "score": 2.3682827949523926, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture.", "probability": 4.3729358832943476e-05 }, { "score": 2.2149953842163086, "text": "declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.\n\n11. Procedure on Termination and Liquidation. On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers.", "probability": 3.7514678859242326e-05 }, { "score": 2.19600248336792, "text": "The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 3.680888998881819e-05 }, { "score": 2.1523022651672363, "text": "The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products\n\n Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 3.523497416583389e-05 }, { "score": 2.1129941940307617, "text": "On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers. Then, any unexpended portion of Joint Venture funds", "probability": 3.387682331153401e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Audit Rights": [ { "score": 13.469378471374512, "text": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers.", "probability": 0.4737090511288099 }, { "score": 12.877848625183105, "text": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers.", "probability": 0.26218843711116774 }, { "text": "", "score": 12.25151252746582, "probability": 0.1401519755023632 }, { "score": 11.379501342773438, "text": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers. All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers, and shall be fully available to each Joint Venturer or his duly authorized representative, all at reasonable times.", "probability": 0.058598915433314636 }, { "score": 10.556682586669922, "text": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers", "probability": 0.025736170949568146 }, { "score": 10.142189979553223, "text": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers", "probability": 0.01700325549158563 }, { "score": 9.646744728088379, "text": "All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers, and shall be fully available to each Joint Venturer or his duly authorized representative, all at reasonable times.", "probability": 0.01036007601088797 }, { "score": 9.295818328857422, "text": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers. All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers, and shall be fully available to each Joint Venturer or his duly authorized representative, all at reasonable times. The books of the Joint Venture shall represent the complete record and report of business operations, including a balance sheet and income and expense statements reflecting all receipts and disbursements of the Joint Venture, and such reports shall be submitted to the Joint Venturers on a regular basis.", "probability": 0.00729386201447283 }, { "score": 7.804185390472412, "text": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers. All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers, and shall be fully available to each Joint Venturer or his duly authorized representative, all at reasonable times", "probability": 0.001641154957163395 }, { "score": 7.563061714172363, "text": "All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers, and shall be fully available to each Joint Venturer or his duly authorized representative, all at reasonable times. The books of the Joint Venture shall represent the complete record and report of business operations, including a balance sheet and income and expense statements reflecting all receipts and disbursements of the Joint Venture, and such reports shall be submitted to the Joint Venturers on a regular basis.", "probability": 0.0012895283867302909 }, { "score": 6.699641704559326, "text": "The Joint Venturers shall maintain adequate books and records to be kept of all the Joint Venture activities and affairs conducted pursuant to the terms of this Agreement. All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid by the Joint Venture. The fiscal year of the Joint Venture shall be the calendar year, and shall use the cash basis of accounting. If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers.", "probability": 0.0005438164757676626 }, { "score": 6.071429252624512, "text": "All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers, and shall be fully available to each Joint Venturer or his duly authorized representative, all at reasonable times", "probability": 0.00029015039072912774 }, { "score": 6.0500640869140625, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid by the Joint Venture. The fiscal year of the Joint Venture shall be the calendar year, and shall use the cash basis of accounting. If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers.", "probability": 0.0002840170329590082 }, { "score": 5.7891621589660645, "text": "The Joint Venturers shall maintain adequate books and records to be kept of all the Joint Venture activities and affairs conducted pursuant to the terms of this Agreement.", "probability": 0.0002187943578934945 }, { "score": 5.769052028656006, "text": "If", "probability": 0.000214438321874855 }, { "score": 5.473840713500977, "text": "If", "probability": 0.00015962237000899957 }, { "score": 5.082703590393066, "text": "the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers.", "probability": 0.0001079505999973456 }, { "score": 4.772022247314453, "text": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers. All", "probability": 7.912211131819002e-05 }, { "score": 4.656201362609863, "text": "The books of the Joint Venture shall represent the complete record and report of business operations, including a balance sheet and income and expense statements reflecting all receipts and disbursements of the Joint Venture, and such reports shall be submitted to the Joint Venturers on a regular basis.", "probability": 7.046890067145941e-05 }, { "score": 4.481823921203613, "text": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers. All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers,", "probability": 5.919245271616635e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.416080474853516, "probability": 0.9996130688224107 }, { "score": 4.0514607429504395, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 0.00023287546367430472 }, { "score": 2.4185545444488525, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 4.5494781246743806e-05 }, { "score": 2.0504090785980225, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers:", "probability": 3.148313972322228e-05 }, { "score": 1.675544261932373, "text": "Collectible Concepts Group will:", "probability": 2.1640949692456565e-05 }, { "score": 1.1764227151870728, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES", "probability": 1.3137435048885912e-05 }, { "score": 0.8478790521621704, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES", "probability": 9.458578705400495e-06 }, { "score": 0.6874934434890747, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers: (i) the Joint Venture shall incur no liability of any sort, nor any indebtedness for borrowed funds; (ii) no assets owned in the name of the Joint Venture be disposed of; and (iii) no commitment to purchase any item for the Joint Venture shall be made.", "probability": 8.05696166287097e-06 }, { "score": 0.648526668548584, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers: (i) the Joint Venture shall incur no liability of any sort, nor any indebtedness for borrowed funds;", "probability": 7.749046051070377e-06 }, { "score": 0.5064475536346436, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 6.7227051841149705e-06 }, { "score": -1.0103143453598022, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 1.4751043479998348e-06 }, { "score": -1.048222303390503, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers:", "probability": 1.4202327599886839e-06 }, { "score": -1.0720674991607666, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture;", "probability": 1.386767608982884e-06 }, { "score": -1.1507002115249634, "text": "For Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.2818993759649125e-06 }, { "score": -1.3045557737350464, "text": "THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.0990952081852838e-06 }, { "score": -1.627892255783081, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers: (i) the Joint Venture shall incur no liability of any sort, nor any indebtedness for borrowed funds; (ii) no assets owned in the name of the Joint Venture be disposed of; and (iii) no commitment to purchase any item for the Joint Venture shall be made.\n\n 39\n\n6. Division of Income and Losses. All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:", "probability": 7.954484950130407e-07 }, { "score": -1.655559778213501, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will", "probability": 7.737420720633405e-07 }, { "score": -1.681902527809143, "text": "THE PARTIES\n\nCollectible Concepts Group will:", "probability": 7.536257019412798e-07 }, { "score": -1.7649141550064087, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 6.935922147758412e-07 }, { "score": -1.8569461107254028, "text": "Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 6.326088149889008e-07 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.15682315826416, "probability": 0.9993923666889244 }, { "score": 4.6126885414123535, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 0.0005288834695129067 }, { "score": 1.729309320449829, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES", "probability": 2.958859260710086e-05 }, { "score": 1.207322120666504, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.755610411696759e-05 }, { "score": 0.6242376565933228, "text": "Collectible Concepts Group will:", "probability": 9.799361576490629e-06 }, { "score": 0.2875152826309204, "text": "THE PARTIES\n\nCollectible Concepts Group will:", "probability": 6.997793354843984e-06 }, { "score": -1.1710530519485474, "text": "OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.62746978518306e-06 }, { "score": -1.2370078563690186, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will", "probability": 1.5235935547495331e-06 }, { "score": -1.312232494354248, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers:", "probability": 1.4131865052028252e-06 }, { "score": -1.3951689004898071, "text": "PARTIES\n\nCollectible Concepts Group will:", "probability": 1.3007105358788167e-06 }, { "score": -1.6257458925247192, "text": "15. Benefit. This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns.\n\n16. Counterparts. This Agreement may be signed in counterparts and shall be deemed one original instrument.\n\n\n\n\n\nFor Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.0328621027162096e-06 }, { "score": -1.6311331987380981, "text": "For Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.0273127198268134e-06 }, { "score": -1.651282787322998, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid by the Joint Venture.", "probability": 1.0068199450093357e-06 }, { "score": -1.6760573387145996, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES", "probability": 9.821828787997783e-07 }, { "score": -1.7343518733978271, "text": "GENERAL RESPONSIBILITIES", "probability": 9.265638765608923e-07 }, { "score": -1.8447422981262207, "text": "Neither Joint Venturer shall be entitled to compensation for services rendered to the Joint Venture as such, but each Joint Venturer shall be reimbursed for all direct expenses, including travel, office, and all other out-of-pocket expenses incurred in the operation of the affairs of the Joint Venture and the promotion of its businesses.\n\n It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers:", "probability": 8.297235413214442e-07 }, { "score": -1.873882532119751, "text": "GENERAL RESPONSIBILITIES OF THE PART", "probability": 8.058940873244054e-07 }, { "score": -1.897431492805481, "text": "Benefit. This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns.\n\n16. Counterparts. This Agreement may be signed in counterparts and shall be deemed one original instrument.\n\n\n\n\n\nFor Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 7.87137831086547e-07 }, { "score": -1.9111272096633911, "text": ":", "probability": 7.764309011245132e-07 }, { "score": -1.9219127893447876, "text": "RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 7.68101642459031e-07 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.182365417480469, "probability": 0.994009121769902 }, { "score": 5.680953025817871, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 0.001492323038047764 }, { "score": 5.516034126281738, "text": "50% to Pivotal Self Service Tech, Inc.", "probability": 0.0012654339315434444 }, { "score": 5.392575263977051, "text": "50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 0.0011184639043436081 }, { "score": 5.324579238891602, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.", "probability": 0.0010449407704930967 }, { "score": 5.036201477050781, "text": "50% to Collectible Concepts Group, Inc.", "probability": 0.0007831605518215688 }, { "score": 3.156776189804077, "text": "50% to Pivotal Self Service Tech, Inc.", "probability": 0.00011957125080674316 }, { "score": 2.5242316722869873, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:", "probability": 6.352083213619724e-05 }, { "score": 1.4280774593353271, "text": "Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 2.1225721069750883e-05 }, { "score": 1.0717036724090576, "text": "Collectible Concepts Group, Inc.", "probability": 1.4862480014992001e-05 }, { "score": 0.803249180316925, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.1363260923929625e-05 }, { "score": 0.6842787265777588, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.\n\n Depreciation and all other charges and expenses, which are not expressly apportioned by this Agreement, shall be apportioned in accordance with generally accepted accounting principles, consistently applied.", "probability": 1.0088689769013974e-05 }, { "score": 0.519359827041626, "text": "50% to Pivotal Self Service Tech, Inc.\n\n Depreciation and all other charges and expenses, which are not expressly apportioned by this Agreement, shall be apportioned in accordance with generally accepted accounting principles, consistently applied.", "probability": 8.554830310216562e-06 }, { "score": 0.4174959659576416, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 7.726316360376506e-06 }, { "score": 0.3959009647369385, "text": "50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.\n\n Depreciation and all other charges and expenses, which are not expressly apportioned by this Agreement, shall be apportioned in accordance with generally accepted accounting principles, consistently applied.", "probability": 7.561255211555358e-06 }, { "score": 0.24456775188446045, "text": "50%", "probability": 6.499361860871082e-06 }, { "score": -0.1953420639038086, "text": "6. Division of Income and Losses. All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 4.186203264618157e-06 }, { "score": -0.2423262596130371, "text": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50%", "probability": 3.9940669014197155e-06 }, { "score": -0.2842996120452881, "text": "affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers: (i) the Joint Venture shall incur no liability of any sort, nor any indebtedness for borrowed funds; (ii) no assets owned in the name of the Joint Venture be disposed of; and (iii) no commitment to purchase any item for the Joint Venture shall be made.\n\n 39\n\n6. Division of Income and Losses. All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 3.8298921093058225e-06 }, { "score": -0.354046106338501, "text": "provided, that without the written consent or approval of both of the Joint Venturers: (i) the Joint Venture shall incur no liability of any sort, nor any indebtedness for borrowed funds; (ii) no assets owned in the name of the Joint Venture be disposed of; and (iii) no commitment to purchase any item for the Joint Venture shall be made.\n\n 39\n\n6. Division of Income and Losses. All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows:\n\n 50% to Collectible Concepts Group, Inc.\n\n 50% to Pivotal Self Service Tech, Inc.", "probability": 3.5718731090766055e-06 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.837827682495117, "probability": 0.49049184549386254 }, { "score": 11.698307037353516, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.42661757747799717 }, { "score": 10.036389350891113, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 0.08096122386853365 }, { "score": 5.5027079582214355, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination", "probability": 0.0008696094551109692 }, { "score": 4.97410249710083, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination", "probability": 0.0005125707486185122 }, { "score": 3.6339409351348877, "text": "The", "probability": 0.0001341927481710609 }, { "score": 3.0694172382354736, "text": "Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 7.630614624414242e-05 }, { "score": 2.8940985202789307, "text": "Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 6.403531773413672e-05 }, { "score": 2.2890262603759766, "text": "March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 3.4965522719793524e-05 }, { "score": 2.2686924934387207, "text": "The", "probability": 3.426172164292441e-05 }, { "score": 2.0526938438415527, "text": "March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 2.7605915909748687e-05 }, { "score": 1.8929989337921143, "text": ".", "probability": 2.3531387876141645e-05 }, { "score": 1.813774585723877, "text": "February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 2.173906421097013e-05 }, { "score": 1.7744331359863281, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless", "probability": 2.090042275870618e-05 }, { "score": 1.74503755569458, "text": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.\n\n9. Distributions. During the term of the Joint Venture, no interest shall be allowed to any Joint Venturer upon the amount of his contribution.", "probability": 2.0294984897945517e-05 }, { "score": 1.725480556488037, "text": "The Joint Venture shall commence", "probability": 1.9901931890780005e-05 }, { "score": 1.6861186027526855, "text": "The Joint Venture shall commence on the 1st of March, 2003,", "probability": 1.9133770316189353e-05 }, { "score": 1.6053109169006348, "text": "The Joint Venture shall commence on the 1st of March, 2003", "probability": 1.7648435996730863e-05 }, { "score": 1.530167579650879, "text": "unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.6370874815498776e-05 }, { "score": 1.524890422821045, "text": "and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "probability": 1.6284710692412e-05 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Insurance": [ { "text": "", "score": 12.219583511352539, "probability": 0.9611293334278536 }, { "score": 8.835911750793457, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid by the Joint Venture.", "probability": 0.0326040730739468 }, { "score": 6.806487083435059, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid by the Joint Venture", "probability": 0.004284537253895348 }, { "score": 5.734031677246094, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be", "probability": 0.0014660286524803272 }, { "score": 2.963322877883911, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture,", "probability": 9.179920409129559e-05 }, { "score": 2.9397990703582764, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n", "probability": 8.966493872595277e-05 }, { "score": 2.7009739875793457, "text": "All", "probability": 7.061585802928064e-05 }, { "score": 2.35611891746521, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall", "probability": 5.0018836632924155e-05 }, { "score": 2.2337470054626465, "text": "paid by the Joint Venture.", "probability": 4.425762863553297e-05 }, { "score": 2.184419870376587, "text": "The Joint Venturers shall maintain adequate books and records to be kept of all the Joint Venture activities and affairs conducted pursuant to the terms of this Agreement. All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid by the Joint Venture.", "probability": 4.212749519575976e-05 }, { "score": 1.926750659942627, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid by the Joint Venture. The fiscal year of the Joint Venture shall be the calendar year, and shall use the cash basis of accounting. If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers.", "probability": 3.25582700837887e-05 }, { "score": 1.2893056869506836, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid by the Joint Venture. The fiscal year of the Joint Venture shall be the calendar year, and shall use the cash basis of accounting. If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers. All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers, and shall be fully available to each Joint Venturer or his duly authorized representative, all at reasonable times.", "probability": 1.721164925141054e-05 }, { "score": 1.2874135971069336, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid", "probability": 1.717911405413227e-05 }, { "score": 1.0596290826797485, "text": "direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid by the Joint Venture.", "probability": 1.367965691210251e-05 }, { "score": 0.9432868957519531, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n ", "probability": 1.2177227942210024e-05 }, { "score": 0.7578525543212891, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture", "probability": 1.0116151490146817e-05 }, { "score": 0.5915045738220215, "text": "All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer,", "probability": 8.565866750947296e-06 }, { "score": 0.20432201027870178, "text": "paid by the Joint Venture", "probability": 5.815941954998461e-06 }, { "score": 0.15499472618103027, "text": "The Joint Venturers shall maintain adequate books and records to be kept of all the Joint Venture activities and affairs conducted pursuant to the terms of this Agreement. All direct costs and expenses, which shall include any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n paid by the Joint Venture", "probability": 5.536018033777184e-06 }, { "score": -0.007924079895019531, "text": "All direct costs and expenses,", "probability": 4.703734039521094e-06 } ], "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.12059211730957, "probability": 0.9999640535258385 }, { "score": 1.5095168352127075, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 2.4640694613407115e-05 }, { "score": -0.39889708161354065, "text": "Collectible Concepts Group will:", "probability": 3.6545954823052466e-06 }, { "score": -0.5565502643585205, "text": "EXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 3.121557978206479e-06 }, { "score": -2.1905016899108887, "text": "THE PARTIES\n\nCollectible Concepts Group will:", "probability": 6.091935800312238e-07 }, { "score": -2.19199800491333, "text": "For Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 6.082827161776056e-07 }, { "score": -2.3544020652770996, "text": "Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 5.170997041347597e-07 }, { "score": -2.6733484268188477, "text": "GENERAL RESPONSIBILITIES OF THE PARTIES", "probability": 3.7588729296324945e-07 }, { "score": -2.807812452316284, "text": "For Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 3.2859478009807957e-07 }, { "score": -2.8476901054382324, "text": "Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 3.157490230229405e-07 }, { "score": -3.053842782974243, "text": "This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns.\n\n16. Counterparts. This Agreement may be signed in counterparts and shall be deemed one original instrument.\n\n\n\n\n\nFor Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 2.56927768646736e-07 }, { "score": -3.1163887977600098, "text": "OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 2.413501961331759e-07 }, { "score": -3.3424019813537598, "text": ":", "probability": 1.9252688208306459e-07 }, { "score": -3.3683109283447266, "text": "PARTIES\n\nCollectible Concepts Group will:", "probability": 1.876027779262781e-07 }, { "score": -3.3914878368377686, "text": "Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers", "probability": 1.833047256876343e-07 }, { "score": -3.4147965908050537, "text": "It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent or approval of both of the Joint Venturers:", "probability": 1.7908153084305018e-07 }, { "score": -3.6605162620544434, "text": "such cases and to such extent as the laws of another jurisdiction shall necessarily control.\n\n15. Benefit. This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns.\n\n16. Counterparts. This Agreement may be signed in counterparts and shall be deemed one original instrument.\n\n\n\n\n\nFor Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts: ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.400670883687259e-07 }, { "score": -3.6845006942749023, "text": "RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:", "probability": 1.367476256221031e-07 }, { "score": -3.71036958694458, "text": "15. Benefit. 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"probability": 0.0029093052744167793 }, { "score": 8.85863971710205, "text": "Integra LifeSciences Corporation (\"Integra\"), a Delaware corporation with offices at 311 Enterprise Drive, Plainsboro, New Jersey 08536, and Pco", "probability": 0.0020247139468130173 }, { "score": 8.840948104858398, "text": "Pco", "probability": 0.0019892084931961143 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Agreement Date": [ { "score": 15.465627670288086, "text": "15th day of May, 2013", "probability": 0.6532254660386267 }, { "score": 14.062891006469727, "text": "May 29, 2013", "probability": 0.16064318818972256 }, { "score": 13.503103256225586, "text": "May 15, 2013", "probability": 0.09178032342357612 }, { "score": 12.623655319213867, "text": "May 29, 2013 Date: May 15, 2013", "probability": 0.038089932023070455 }, { "score": 11.80922794342041, "text": "15th day of May, 2013 (", "probability": 0.016869759157127046 }, { "score": 11.553877830505371, "text": "this 15th day of May, 2013", "probability": 0.013068078583371154 }, { "text": "", "score": 11.059202194213867, "probability": 0.007968504793305839 }, { "score": 10.724214553833008, "text": "May 15, 2013", "probability": 0.005700245422361645 }, { "score": 10.326889038085938, "text": ", 2013", "probability": 0.003831221625939663 }, { "score": 10.01356315612793, "text": "15th day of May", "probability": 0.002800667643214811 }, { "score": 9.34326171875, "text": ", 2013, by and between Integra LifeSciences Corporation (\"Integra\") and PcoMed, LLC (\"PcoMed\") (\"Agreement\"). In accordance with Section 12.1 (Notices) and pursuant to Section 4.1 of the Agreement, notice is hereby given that the date of Integra's acceptance of the First Product Order (as defined in the Agreement and as approved by the applicable Regulatory Authority for sale) is designated as the day of , 20 .", "probability": 0.001432693724025657 }, { "score": 8.93164348602295, "text": ", 2013,", "probability": 0.0009492701646842944 }, { "score": 8.680204391479492, "text": "this day of , 20 .", "probability": 0.0007382292011865794 }, { "score": 8.512317657470703, "text": ", 2013, by and between Integra LifeSciences Corporation (\"Integra\") and PcoMed, LLC (\"PcoMed\") (\"Agreement\"). In accordance with Section 12.1 (Notices) and pursuant to Section 4.1 of the Agreement, notice is hereby given that the date of Integra's acceptance of the First Product Order (as defined in the Agreement and as approved by the applicable Regulatory Authority for sale) is designated as the day of , 20 .\n\nThis Notice of Initial Acceptance of the First Product Order is issued by Integra LifeSciences Corporation on this day of , 20 .", "probability": 0.0006241355754304443 }, { "score": 8.448711395263672, "text": ", 20 .", "probability": 0.0005856728462803299 }, { "score": 8.248604774475098, "text": ", 2013, by and between Integra LifeSciences Corporation (\"Integra\") and PcoMed, LLC (\"PcoMed\") (\"Agreement\"). In accordance with Section 12.1 (Notices) and pursuant to Section 4.1 of the Agreement, notice is hereby given that the date of Integra's acceptance of the First Product Order (as defined in the Agreement and as approved by the applicable Regulatory Authority for sale) is designated as the day of , 20", "probability": 0.0004794572476572567 }, { "score": 7.897478103637695, "text": "this 15th day of May, 2013 (", "probability": 0.0003374873605047806 }, { "score": 7.8313164710998535, "text": "15th day of May, 2013 (the", "probability": 0.00031588127365848564 }, { "score": 7.795095443725586, "text": "15th day of May, 2013 (the \"", "probability": 0.000304644462320191 }, { "score": 7.617767333984375, "text": ", 20 .\n\nThis Notice of Initial Acceptance of the First Product Order is issued by Integra LifeSciences Corporation on this day of , 20 .", "probability": 0.0002551412439359675 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Effective Date": [ { "score": 15.690654754638672, "text": "15th day of May, 2013", "probability": 0.42969157331977476 }, { "score": 14.766073226928711, "text": "May 29, 2013", "probability": 0.17045752616128476 }, { "score": 14.54238224029541, "text": "May 29, 2013 Date: May 15, 2013", "probability": 0.13629138978257394 }, { "score": 13.792582511901855, "text": "May 15, 2013", "probability": 0.0643923886357295 }, { "score": 13.663575172424316, "text": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 0.05659881778282322 }, { "score": 13.620548248291016, "text": "May 29, 2013", "probability": 0.0542151925017742 }, { "score": 13.017749786376953, "text": "May 29, 2013 Date: May 15, 2013", "probability": 0.02967077966104677 }, { "score": 12.186697959899902, "text": "15th day of May, 2013 (", "probability": 0.012924321000929233 }, { "text": "", "score": 11.798040390014648, "probability": 0.008762255205381117 }, { "score": 11.783965110778809, "text": "May 15, 2013", "probability": 0.008639787919117133 }, { "score": 11.304174423217773, "text": "this 15th day of May, 2013", "probability": 0.005347276407415219 }, { "score": 11.157896041870117, "text": ", 2013", "probability": 0.004619603907946405 }, { "score": 11.058300018310547, "text": ", 2013", "probability": 0.004181679431213943 }, { "score": 10.829177856445312, "text": "15th day of May", "probability": 0.0033254027074040384 }, { "score": 10.694311141967773, "text": ", 2013, by and between Integra LifeSciences Corporation (\"Integra\") and PcoMed, LLC (\"PcoMed\") (\"Agreement\"). In accordance with Section 12.1 (Notices) and pursuant to Section 4.1 of the Agreement, notice is hereby given that the date of Integra's acceptance of the First Product Order (as defined in the Agreement and as approved by the applicable Regulatory Authority for sale) is designated as the day of , 20 .", "probability": 0.0029058445394269435 }, { "score": 10.589218139648438, "text": "In accordance with Section 12.1 (Notices) and pursuant to Section 4.1 of the Agreement, notice is hereby given that the date of Integra's acceptance of the First Product Order (as defined in the Agreement and as approved by the applicable Regulatory Authority for sale) is designated as the day of , 20 .", "probability": 0.0026159597960275166 }, { "score": 10.515613555908203, "text": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 0.0024303286162782496 }, { "score": 9.859505653381348, "text": ", 20 .", "probability": 0.0012610170510243413 }, { "score": 9.61202621459961, "text": ", 2013,", "probability": 0.0009845595845699904 }, { "score": 9.248222351074219, "text": ", 2013, by and between Integra LifeSciences Corporation (\"Integra\") and PcoMed, LLC (\"PcoMed\") (\"Agreement\"). In accordance with Section 12.1 (Notices) and pursuant to Section 4.1 of the Agreement, notice is hereby given that the date of Integra's acceptance of the First Product Order (as defined in the Agreement and as approved by the applicable Regulatory Authority for sale) is designated as the day of , 20", "probability": 0.0006842959882587433 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Expiration Date": [ { "score": 15.57922077178955, "text": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 0.9644603498319396 }, { "text": "", "score": 11.803971290588379, "probability": 0.022116396151235174 }, { "score": 11.206498146057129, "text": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein", "probability": 0.012168444642102549 }, { "score": 7.49957275390625, "text": "4.1. Initial Term. The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 0.00029877057854792903 }, { "score": 7.418577671051025, "text": "Initial Term. The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 0.00027552569752256904 }, { "score": 6.994171142578125, "text": ".", "probability": 0.0001802373100444397 }, { "score": 6.313251495361328, "text": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.\n\n4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.\n\n4.3. Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:", "probability": 9.122734836012373e-05 }, { "score": 6.094779014587402, "text": "Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance. 7 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n4. TERM AND TERMINATION.\n\n4.1. Initial Term. The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 7.332357962490866e-05 }, { "score": 5.8821001052856445, "text": "The", "probability": 5.92759307712275e-05 }, { "score": 5.800795555114746, "text": "initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 5.4647244049673584e-05 }, { "score": 5.749358654022217, "text": "Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 5.190742705736019e-05 }, { "score": 5.408722877502441, "text": "unless earlier terminated as provided herein.", "probability": 3.6922684070940806e-05 }, { "score": 5.142116546630859, "text": "and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 2.828183641402739e-05 }, { "score": 4.796792507171631, "text": "shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 2.002328279677989e-05 }, { "score": 4.594707489013672, "text": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7", "probability": 1.635953189760915e-05 }, { "score": 4.583645820617676, "text": "3.3. Exclusive Coating. Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance. 7 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n4. TERM AND TERMINATION.\n\n4.1. Initial Term. The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 1.61795653806729e-05 }, { "score": 4.5591864585876465, "text": "Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 1.5788624110760538e-05 }, { "score": 4.368821144104004, "text": "4. TERM AND TERMINATION.\n\n4.1. Initial Term. The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 1.305177804621781e-05 }, { "score": 4.2632856369018555, "text": "Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 1.1744544865721162e-05 }, { "score": 4.245924949645996, "text": "the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "probability": 1.1542411162140061e-05 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Renewal Term": [ { "score": 14.253384590148926, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.9100047334408079 }, { "text": "", "score": 11.62078857421875, "probability": 0.06542168543980469 }, { "score": 10.45923137664795, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7", "probability": 0.02047688292335899 }, { "score": 8.279284477233887, "text": "Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.002314861105619345 }, { "score": 6.847922325134277, "text": "4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.0005532128428295556 }, { "score": 6.6798200607299805, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.", "probability": 0.000467612775495606 }, { "score": 5.879817008972168, "text": ".", "probability": 0.00021011132281157025 }, { "score": 5.444228172302246, "text": "after, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.00013591757858671448 }, { "score": 4.774012565612793, "text": "There", "probability": 6.953519696484898e-05 }, { "score": 4.56975793838501, "text": "this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 5.668890022255232e-05 }, { "score": 4.562980651855469, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.\n\n4.3. Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:\n\n(a) Material Breach. In the event that a party materially defaults under or materially breaches any of the provisions of this Agreement, the other party shall have the right to terminate this Agreement upon 60 days' prior written notice, unless such material default or breach is cured during such 60-day period (or in the event any breach is incapable of being cured in such time period, the other party presents a plan to attempt cure of such breach and prevent similar breaches, which plan is reasonably acceptable to the terminating party), in which event this Agreement shall continue in full force and effect.", "probability": 5.630600227285012e-05 }, { "score": 4.48513126373291, "text": "Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7", "probability": 5.2088893718581874e-05 }, { "score": 4.148975372314453, "text": "4.1. Initial Term. The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.\n\n4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 3.7218124569200666e-05 }, { "score": 4.099551677703857, "text": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.\n\n4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 3.542338402066145e-05 }, { "score": 3.6956915855407715, "text": "Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 2.365352317862102e-05 }, { "score": 3.5909318923950195, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.\n\n4.3. Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:\n\n(a) Material Breach. In the event that a party materially defaults under or materially breaches any of the provisions of this Agreement, the other party shall have the right to terminate this Agreement upon 60 days' prior written notice, unless such material default or breach is cured during such 60-day period (or in the event any breach is incapable of being cured in such time period, the other party presents a plan to attempt cure of such breach and prevent similar breaches, which plan is reasonably acceptable to the terminating party), in which event this Agreement shall continue in full force and effect", "probability": 2.1300965116206414e-05 }, { "score": 3.5554518699645996, "text": ", this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 2.055845639858171e-05 }, { "score": 3.4150562286376953, "text": "Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 1.7865593611578362e-05 }, { "score": 3.0537686347961426, "text": "4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7", "probability": 1.2448362955038003e-05 }, { "score": 3.0083117485046387, "text": "such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 1.1895167657205077e-05 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 13.611595153808594, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.48926008136208426 }, { "score": 13.439046859741211, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.4117209926934809 }, { "text": "", "score": 11.782251358032227, "probability": 0.07853547362561544 }, { "score": 10.12010669708252, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7", "probability": 0.01490066369257983 }, { "score": 8.57434368133545, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7", "probability": 0.00317606414299635 }, { "score": 6.893766403198242, "text": "Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.0005915940895590774 }, { "score": 6.691049575805664, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.\n\n3.3. Exclusive Coating. Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance. 7 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n4. TERM AND TERMINATION.\n\n4.1. Initial Term. The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.\n\n4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.0004830421480026568 }, { "score": 6.496367931365967, "text": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.\n\n4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.00039759037563941174 }, { "score": 5.564876556396484, "text": "4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.00015663697916398894 }, { "score": 5.419432640075684, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.", "probability": 0.00013543434404022085 }, { "score": 5.121514797210693, "text": "4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 0.00010054135487927635 }, { "score": 5.0702738761901855, "text": ".", "probability": 9.551928967112917e-05 }, { "score": 4.793622970581055, "text": "Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 7.24341090240223e-05 }, { "score": 4.757903099060059, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.\n\n4.3. Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:\n\n(a) Material Breach. In the event that a party materially defaults under or materially breaches any of the provisions of this Agreement, the other party shall have the right to terminate this Agreement upon 60 days' prior written notice, unless such material default or breach is cured during such 60-day period (or in the event any breach is incapable of being cured in such time period, the other party presents a plan to attempt cure of such breach and prevent similar breaches, which plan is reasonably acceptable to the terminating party), in which event this Agreement shall continue in full force and effect.", "probability": 6.98924363069556e-05 }, { "score": 4.6652092933654785, "text": ".", "probability": 6.370503681623306e-05 }, { "score": 4.586604118347168, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.", "probability": 5.8889243761610484e-05 }, { "score": 4.442233085632324, "text": "There", "probability": 5.097255866981506e-05 }, { "score": 4.369349002838135, "text": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.\n\n4.3. Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:", "probability": 4.7389625802635816e-05 }, { "score": 4.257050514221191, "text": "There", "probability": 4.235577820923867e-05 }, { "score": 4.21783971786499, "text": "Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance. 7 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n4. TERM AND TERMINATION.\n\n4.1. Initial Term. The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.\n\n4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "probability": 4.072711369709524e-05 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Governing Law": [ { "score": 15.8858003616333, "text": "This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.", "probability": 0.9739661978627224 }, { "text": "", "score": 12.19279670715332, "probability": 0.024248940946178296 }, { "score": 8.776391983032227, "text": "This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey", "probability": 0.0007960989593975082 }, { "score": 7.943429946899414, "text": "Such party is duly organized and validly existing under the laws of the state of its organization and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.", "probability": 0.0003461116679870939 }, { "score": 7.44288444519043, "text": ".", "probability": 0.00020981285382521905 }, { "score": 6.048583984375, "text": "This", "probability": 5.203494438612893e-05 }, { "score": 6.043742656707764, "text": "shall be construed and enforced in accordance with the laws of the State of New Jersey.", "probability": 5.1783634996617925e-05 }, { "score": 5.941286087036133, "text": "the laws of the State of New Jersey.", "probability": 4.674080738726085e-05 }, { "score": 5.824434280395508, "text": "(b) For PcoMed:\n\nSteve Jacobs CEO PcoMed, LLC. 105 S. Sunset St. Suite O Longmont, CO 80501\n\nWith required copy to:\n\nAlan Keeffe Sherman & Howard LLC 675 Snapdragon Way Suite 350 Steamboat Springs, CO 80477\n\n12.2. Compliance with Laws. Each party shall comply with all applicable federal, state and local laws and regulations in connection with its activities pursuant to this Agreement.\n\n12.3. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.", "probability": 4.158609249434108e-05 }, { "score": 5.776678085327148, "text": "Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.", "probability": 3.9646774729866366e-05 }, { "score": 5.611191749572754, "text": "be construed and enforced in accordance with the laws of the State of New Jersey.", "probability": 3.359990587106565e-05 }, { "score": 5.439195156097412, "text": "Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.", "probability": 2.8290517336040026e-05 }, { "score": 5.33864164352417, "text": "in accordance with the laws of the State of New Jersey.", "probability": 2.5584153590645144e-05 }, { "score": 5.251607894897461, "text": "the State of New Jersey.", "probability": 2.3451616134510937e-05 }, { "score": 5.2373809814453125, "text": "Each party shall comply with all applicable federal, state and local laws and regulations in connection with its activities pursuant to this Agreement.\n\n12.3. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.", "probability": 2.3120334169120674e-05 }, { "score": 4.950710296630859, "text": "with the laws of the State of New Jersey.", "probability": 1.735779721365744e-05 }, { "score": 4.745728492736816, "text": "New Jersey.", "probability": 1.4140740222986e-05 }, { "score": 4.642923355102539, "text": "laws of the State of New Jersey.", "probability": 1.2759229231516763e-05 }, { "score": 4.569485664367676, "text": "12.3. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.", "probability": 1.1855799774599274e-05 }, { "score": 4.4840874671936035, "text": "accordance with the laws of the State of New Jersey.", "probability": 1.0885362350735175e-05 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Most Favored Nation": [ { "score": 12.145240783691406, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.21424719091577785 }, { "text": "", "score": 12.032203674316406, "probability": 0.1913479190609903 }, { "score": 11.670638084411621, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.13329007214340705 }, { "score": 10.991935729980469, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.06761469847230767 }, { "score": 10.943412780761719, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.06441216051887103 }, { "score": 10.67524242401123, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.04926097012488245 }, { "score": 10.425145149230957, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.03836075039305199 }, { "score": 10.219362258911133, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.03122602623757706 }, { "score": 10.216487884521484, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of Partially Treated Integra Product, not at the time of PcoMed's production of the Partially Treated Integra Product.", "probability": 0.0311363998191182 }, { "score": 10.128274917602539, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.02850742501137022 }, { "score": 9.904264450073242, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.02278617773725662 }, { "score": 9.902668952941895, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.022749851442997644 }, { "score": 9.74901008605957, "text": "If it becomes necessary for Integra to settle a Third Party patent infringement suit covered by Section 10.1 (i), solely because of any action or omission of PcoMed or because of Third Party claims against PcoMed Surface Modification Technology and/or such settlement involves obtaining a license from a Third Party, in order to make, have made, import, export, use, offer for Sale, or Sell a Treated Integra Product or a Partially Treated Integra Product in the Field, then Integra may offset, dollar for dollar, against Fees up to *** percent (***%) of Integra's reasonable, out-of-pocket expenses, costs, fees (including reasonable attorneys' fees), and other consideration related to the investigation, negotiation and settlement paid by Integra to such Third Party to obtain such settlement or license with respect to the PcoMed Surface Modification Technology.", "probability": 0.019509465313928973 }, { "score": 9.568960189819336, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.016294862144645712 }, { "score": 9.50887393951416, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.015344599713987005 }, { "score": 9.489263534545898, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of Partially Treated Integra Product, not at the time of PcoMed's production of the Partially Treated Integra Product.", "probability": 0.015046617227617862 }, { "score": 9.401049613952637, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.013776156065370413 }, { "score": 9.033112525939941, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.", "probability": 0.009535314177163138 }, { "score": 8.861045837402344, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product.", "probability": 0.008028000553320855 }, { "score": 8.79638671875, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.007525342926357979 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Compete": [ { "text": "", "score": 11.98567008972168, "probability": 0.42068547446858257 }, { "score": 11.485748291015625, "text": "The Settlement Agreement and Mutual Release between *** and *** does not contain a covenant-non-compete applicable to *** and, to the best of PcoMed's current knowledge, *** is not subject to any covenant-non-compete that would prevent is employment with PcoMed.", "probability": 0.25517859287685707 }, { "score": 10.431331634521484, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.08890309957269805 }, { "score": 10.240242958068848, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.07343923512504737 }, { "score": 10.16036319732666, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.06780111027514424 }, { "score": 9.028428077697754, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.02185967140676558 }, { "score": 8.834183692932129, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.018000491555412675 }, { "score": 8.633573532104492, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.014728566470376769 }, { "score": 8.089000701904297, "text": "Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.008543887159382348 }, { "score": 8.003715515136719, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.\n\n3.3. Exclusive Coating. Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance.", "probability": 0.007845427581229903 }, { "score": 7.421757698059082, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.004384050511154463 }, { "score": 7.052047252655029, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.0030290911555982077 }, { "score": 6.944961071014404, "text": "The Settlement Agreement and Mutual Release between *** and *** does not contain a covenant-non-compete applicable to *** and, to the best of PcoMed's current knowledge, *** is not subject to any covenant-non-compete that would prevent is employment with PcoMed", "probability": 0.0027214816172752673 }, { "score": 6.939981937408447, "text": "The Settlement Agreement and Mutual Release between *** and *** does not contain a covenant-non-compete applicable to *** and, to the best of PcoMed's current knowledge, *** is not subject to any covenant-non-compete that would prevent is employment with PcoMed.\n\n7.3. Integra's Representations and Warranties. Integra hereby represents and warrants to PcoMed as follows:\n\n(a) Sole Owner; No Prior Grant. Integra is the sole holder of all legal and equitable right, title and interest in and to the Integra Technology. Integra has not assigned any of its right, title or interest in or to the Inventions disclosed in the Integra Technology. Integra has not granted to a Third Party any license under the Integra Technology that is inconsistent with, or otherwise restricts, this Agreement.", "probability": 0.002707964675950829 }, { "score": 6.704497814178467, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products", "probability": 0.00213980175609456 }, { "score": 6.625843048095703, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice. If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.0019779449888671008 }, { "score": 6.60688591003418, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.0019408019874806158 }, { "score": 6.492444038391113, "text": "Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance.", "probability": 0.001730930995791319 }, { "score": 6.159119129180908, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology.", "probability": 0.0012402767031267996 }, { "score": 6.076652526855469, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology", "probability": 0.0011420991171641722 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Exclusivity": [ { "score": 13.200055122375488, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.19650693649120932 }, { "score": 12.726287841796875, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.1223554643254702 }, { "score": 12.342353820800781, "text": "PcoMed shall at all times, at its sole election and expense, have the exclusive and sole right to file patent applications covering the PcoMed Surface Modification Technology in its own name.", "probability": 0.08334565092084399 }, { "score": 12.242982864379883, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.07546171736570656 }, { "text": "", "score": 12.15185832977295, "probability": 0.0688893048130482 }, { "score": 12.132573127746582, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.06757348931725321 }, { "score": 11.807453155517578, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.04881783727666275 }, { "score": 11.64926815032959, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.041675388838450685 }, { "score": 11.6090726852417, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing", "probability": 0.04003344756238288 }, { "score": 11.572195053100586, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.03858399918411901 }, { "score": 11.445444107055664, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "probability": 0.03399069176703763 }, { "score": 11.445106506347656, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.033979218422245036 }, { "score": 11.435029983520508, "text": "Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.03363854533478834 }, { "score": 11.209848403930664, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.02685604707252467 }, { "score": 11.094118118286133, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.023921095506648726 }, { "score": 10.902200698852539, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.019743874816527802 }, { "score": 10.874102592468262, "text": "Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance.", "probability": 0.01919683076312953 }, { "score": 10.232473373413086, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory", "probability": 0.010105865339092702 }, { "score": 9.989625930786133, "text": "Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.\n\n3.2. Conversion of Rights to Non-Exclusive. Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "probability": 0.007926951530123181 }, { "score": 9.92051887512207, "text": "The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of Partially Treated Integra Product, not at the time of PcoMed's production of the Partially Treated Integra Product.", "probability": 0.007397643352735673 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.101917266845703, "probability": 0.9946094276534767 }, { "score": 6.10336971282959, "text": "Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.002468973731697587 }, { "score": 5.536962032318115, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.001401292311583071 }, { "score": 5.365631580352783, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.0011806491786310192 }, { "score": 3.451486349105835, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.00017410777191791084 }, { "score": 2.8083174228668213, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 9.151524405309961e-05 }, { "score": 0.8971621990203857, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology.", "probability": 1.3535966611708732e-05 }, { "score": 0.8665525913238525, "text": "Without", "probability": 1.3127913023972241e-05 }, { "score": 0.35199666023254395, "text": "Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 7.847419859462877e-06 }, { "score": 0.30014491081237793, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without", "probability": 7.450886719226062e-06 }, { "score": 0.12299084663391113, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology", "probability": 6.241240644451813e-06 }, { "score": -0.10560891032218933, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 4.965823907784804e-06 }, { "score": -0.335870623588562, "text": "PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 3.944481500613657e-06 }, { "score": -0.36159372329711914, "text": "Neither", "probability": 3.8443110798535575e-06 }, { "score": -0.5072008371353149, "text": "PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 3.3233964931204774e-06 }, { "score": -0.7002139091491699, "text": "Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology", "probability": 2.7400446833587888e-06 }, { "score": -0.9892010688781738, "text": "Thereafter, \"Territory\" may exclude the People's Republic of China (\"PRC\"), to the extent that Integra has had no sales of Treated Integra Products in that country. In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 2.0523532637873248e-06 }, { "score": -1.0646170377731323, "text": "(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 1.9032655081896173e-06 }, { "score": -1.2666215896606445, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology", "probability": 1.5551415144237896e-06 }, { "score": -1.3014812469482422, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC", "probability": 1.501863830228478e-06 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Competitive Restriction Exception": [ { "score": 12.775480270385742, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.15504224741524575 }, { "score": 12.436036109924316, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice. If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.11041582691312837 }, { "score": 12.27739143371582, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.09421777019777032 }, { "score": 11.956748962402344, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.06837220181203932 }, { "text": "", "score": 11.884488105773926, "probability": 0.06360585202837789 }, { "score": 11.774483680725098, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.056980041311617935 }, { "score": 11.542627334594727, "text": "Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.04518859391403757 }, { "score": 11.517501831054688, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.044067352599162675 }, { "score": 11.445219039916992, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.040994438586865835 }, { "score": 11.436914443969727, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.04065540605091207 }, { "score": 11.415548324584961, "text": "The Settlement Agreement and Mutual Release between *** and *** does not contain a covenant-non-compete applicable to *** and, to the best of PcoMed's current knowledge, *** is not subject to any covenant-non-compete that would prevent is employment with PcoMed.", "probability": 0.039795971873067444 }, { "score": 11.396087646484375, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "probability": 0.03902900235348936 }, { "score": 11.335236549377441, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.03672486047029395 }, { "score": 11.268531799316406, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.034355055112245486 }, { "score": 11.118749618530273, "text": "The Settlement Agreement and Mutual Release between *** and *** does not contain a covenant-non-compete applicable to *** and, to the best of PcoMed's current knowledge, *** is not subject to any covenant-non-compete that would prevent is employment with PcoMed.", "probability": 0.02957611150941891 }, { "score": 10.959503173828125, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.025222098811375326 }, { "score": 10.951199531555176, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.025013530661530316 }, { "score": 10.702269554138184, "text": "Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.0195014130588797 }, { "score": 10.65152645111084, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.018536538244037507 }, { "score": 10.273832321166992, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology.", "probability": 0.012705687076504261 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.215639114379883, "probability": 0.9999979985845198 }, { "score": -2.0156781673431396, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 6.598064627801893e-07 }, { "score": -3.458181858062744, "text": "PcoMed is expressly not authorized to disclose Integra Confidential Information directly to 9\n\n\n\n\n\nany Regulatory Authority unless such disclosure is authorized in writing by Integra, except in the following circumstances:\n\n(a) where PcoMed is required by regulation or other legal requirement to disclose such information;\n\n(b) as part of a complaint filing concerning a Treated Integra Product or a Partially Treated Integra Product;\n\n(c) as part of an FDA audit response; or\n\n(d) as otherwise required or permitted by this Agreement.", "probability": 1.5593556282237367e-07 }, { "score": -3.5117621421813965, "text": "any Regulatory Authority unless such disclosure is authorized in writing by Integra, except in the following circumstances:\n\n(a) where PcoMed is required by regulation or other legal requirement to disclose such information;\n\n(b) as part of a complaint filing concerning a Treated Integra Product or a Partially Treated Integra Product;\n\n(c) as part of an FDA audit response; or\n\n(d) as otherwise required or permitted by this Agreement.", "probability": 1.4780037991352258e-07 }, { "score": -3.514589309692383, "text": "PcoMed is expressly not authorized to disclose Integra Confidential Information directly to 9\n\n\n\n\n\nany Regulatory Authority unless such disclosure is authorized in writing by Integra, except in the following circumstances:", "probability": 1.4738311360013177e-07 }, { "score": -3.5273404121398926, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 1.4551574721093667e-07 }, { "score": -3.568169116973877, "text": "any Regulatory Authority unless such disclosure is authorized in writing by Integra, except in the following circumstances:", "probability": 1.3969417992758064e-07 }, { "score": -3.6695868968963623, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 1.2622143993816496e-07 }, { "score": -4.442620277404785, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense.", "probability": 5.8265167437480066e-08 }, { "score": -4.490422248840332, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.", "probability": 5.554549820061565e-08 }, { "score": -4.550619125366211, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra.", "probability": 5.2300482454660604e-08 }, { "score": -4.576380729675293, "text": "PcoMed is expressly not authorized to disclose Integra Confidential Information directly to", "probability": 5.0970344921365306e-08 }, { "score": -4.726527214050293, "text": "During the Term, Integra shall provide all Integra Regulatory Data directly to the relevant Regulatory Authority within the required timeframes. PcoMed is expressly not authorized to disclose Integra Confidential Information directly to 9\n\n\n\n\n\nany Regulatory Authority unless such disclosure is authorized in writing by Integra, except in the following circumstances:\n\n(a) where PcoMed is required by regulation or other legal requirement to disclose such information;\n\n(b) as part of a complaint filing concerning a Treated Integra Product or a Partially Treated Integra Product;\n\n(c) as part of an FDA audit response; or\n\n(d) as otherwise required or permitted by this Agreement.", "probability": 4.386415655076399e-08 }, { "score": -4.782934665679932, "text": "During the Term, Integra shall provide all Integra Regulatory Data directly to the relevant Regulatory Authority within the required timeframes. PcoMed is expressly not authorized to disclose Integra Confidential Information directly to 9\n\n\n\n\n\nany Regulatory Authority unless such disclosure is authorized in writing by Integra, except in the following circumstances:", "probability": 4.1458380954826276e-08 }, { "score": -5.026130676269531, "text": "Each party shall ensure that each of its Affiliates and each employee, director, officer, consultant, or other agent of it or of its Affiliates (collectively \"Agents\"), who has access to Confidential Information of the other party is bound to obligations of confidentiality and non-use substantially similar in scope to those set forth herein Each party agrees that any disclosure or distribution of the other party's Confidential Information within its own organization shall be made only as is reasonably necessary to carry out the intent of this Agreement.\n\n5.5. Regulatory Submissions of Integra Regulatory Data. During the Term, Integra shall provide all Integra Regulatory Data directly to the relevant Regulatory Authority within the required timeframes. PcoMed is expressly not authorized to disclose Integra Confidential Information directly to 9\n\n\n\n\n\nany Regulatory Authority unless such disclosure is authorized in writing by Integra, except in the following circumstances:\n\n(a) where PcoMed is required by regulation or other legal requirement to disclose such information;\n\n(b) as part of a complaint filing concerning a Treated Integra Product or a Partially Treated Integra Product;\n\n(c) as part of an FDA audit response; or\n\n(d) as otherwise required or permitted by this Agreement.", "probability": 3.250825460328099e-08 }, { "score": -5.082537651062012, "text": "Each party shall ensure that each of its Affiliates and each employee, director, officer, consultant, or other agent of it or of its Affiliates (collectively \"Agents\"), who has access to Confidential Information of the other party is bound to obligations of confidentiality and non-use substantially similar in scope to those set forth herein Each party agrees that any disclosure or distribution of the other party's Confidential Information within its own organization shall be made only as is reasonably necessary to carry out the intent of this Agreement.\n\n5.5. Regulatory Submissions of Integra Regulatory Data. During the Term, Integra shall provide all Integra Regulatory Data directly to the relevant Regulatory Authority within the required timeframes. PcoMed is expressly not authorized to disclose Integra Confidential Information directly to 9\n\n\n\n\n\nany Regulatory Authority unless such disclosure is authorized in writing by Integra, except in the following circumstances:", "probability": 3.072531999132467e-08 }, { "score": -5.126594543457031, "text": "PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra.", "probability": 2.9401043816942304e-08 }, { "score": -5.141957759857178, "text": "(a) For Distribution. Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 2.895280125856828e-08 }, { "score": -5.175861358642578, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "probability": 2.798765058943249e-08 }, { "score": -5.208847999572754, "text": "If PcoMed does not notify Integra of its desire to take action within ninety (90) days after written request by Integra to do so, or PcoMed agrees to take action and fails to resolve or bring suit to enforce any suspected or actual infringement, misappropriation or other unauthorized use within six months thereafter, then Integra may, but shall be under no obligation to, and at its own cost, require PcoMed to take such enforcement action as Integra deems necessary.", "probability": 2.7079492892000625e-08 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.712211608886719, "probability": 0.9998718224823057 }, { "score": 2.038066864013672, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 6.288059605725655e-05 }, { "score": 1.6930502653121948, "text": "Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance.", "probability": 4.4532578776820287e-05 }, { "score": -0.14355650544166565, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 7.0965890839567485e-06 }, { "score": -0.6420113444328308, "text": "(c) Infringement Relating Exclusively to PcoMed Surface Modification Technology. (i) PcoMed shall have the first and primary right, but shall be under no obligation, to take any action to enforce any suspected or actual infringement, misappropriation or other unauthorized use of Intellectual Property Rights relating to Treated Integra Products or Partially Treated Integra Products to the extent that such infringement, misappropriation or other unauthorized use relates exclusively to the PcoMed Surface Modification Technology. (ii) PcoMed shall notify Integra of its intent to take any such action. If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra. (iii) Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 4.310954834521557e-06 }, { "score": -1.476586103439331, "text": "Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 1.8712088388534882e-06 }, { "score": -1.7981488704681396, "text": "Integra", "probability": 1.356654703754691e-06 }, { "score": -2.4292948246002197, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 7.217156449282135e-07 }, { "score": -2.5742621421813965, "text": "P", "probability": 6.243205261211881e-07 }, { "score": -2.7053890228271484, "text": "In the event of any controversy or claim relating to, arising out of or in any way connected to any provision of this Agreement (a \"Dispute\"), either Party may, by notice to the other Party, have such dispute referred to their respective senior officials designated below or their successors, for attempted resolution by good faith negotiations within 30 days after such notice is received.", "probability": 5.475955787420578e-07 }, { "score": -2.800785541534424, "text": "when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice. If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.\n\n3.3. Exclusive Coating. Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance.", "probability": 4.977711836195181e-07 }, { "score": -2.8121771812438965, "text": "(i) PcoMed shall have the first and primary right, but shall be under no obligation, to take any action to enforce any suspected or actual infringement, misappropriation or other unauthorized use of Intellectual Property Rights relating to Treated Integra Products or Partially Treated Integra Products to the extent that such infringement, misappropriation or other unauthorized use relates exclusively to the PcoMed Surface Modification Technology. (ii) PcoMed shall notify Integra of its intent to take any such action. If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra. (iii) Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 4.921329290926831e-07 }, { "score": -2.873832941055298, "text": "PcoMed is expressly not authorized to disclose Integra Confidential Information directly to 9\n\n\n\n\n\nany Regulatory Authority unless such disclosure is authorized in writing by Integra, except in the following circumstances:", "probability": 4.6270657286597313e-07 }, { "score": -2.877971649169922, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.", "probability": 4.6079552278524995e-07 }, { "score": -2.8797154426574707, "text": "(a) For Distribution. Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 4.5999269074360694e-07 }, { "score": -2.9954020977020264, "text": "Integ", "probability": 4.097404639994589e-07 }, { "score": -3.0555219650268555, "text": "Infringement Relating Exclusively to PcoMed Surface Modification Technology. (i) PcoMed shall have the first and primary right, but shall be under no obligation, to take any action to enforce any suspected or actual infringement, misappropriation or other unauthorized use of Intellectual Property Rights relating to Treated Integra Products or Partially Treated Integra Products to the extent that such infringement, misappropriation or other unauthorized use relates exclusively to the PcoMed Surface Modification Technology. (ii) PcoMed shall notify Integra of its intent to take any such action. If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra. (iii) Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 3.8583278545325305e-07 }, { "score": -3.1043484210968018, "text": "If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra. (iii) Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 3.674464600974055e-07 }, { "score": -3.119922161102295, "text": "(ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance.", "probability": 3.617682745206296e-07 }, { "score": -3.1904966831207275, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product.", "probability": 3.371167667481365e-07 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.719402313232422, "probability": 0.9970807503502265 }, { "score": 4.6806840896606445, "text": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:\n\n(a) Material Breach. In the event that a party materially defaults under or materially breaches any of the provisions of this Agreement, the other party shall have the right to terminate this Agreement upon 60 days' prior written notice, unless such material default or breach is cured during such 60-day period (or in the event any breach is incapable of being cured in such time period, the other party presents a plan to attempt cure of such breach and prevent similar breaches, which plan is reasonably acceptable to the terminating party), in which event this Agreement shall continue in full force and effect.", "probability": 0.000874689368083337 }, { "score": 4.349059581756592, "text": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:", "probability": 0.0006278142280621397 }, { "score": 4.291680335998535, "text": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:", "probability": 0.000592804735174093 }, { "score": 3.6509392261505127, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "probability": 0.00031234987442686735 }, { "score": 3.504006862640381, "text": "In the event that a party materially defaults under or materially breaches any of the provisions of this Agreement, the other party shall have the right to terminate this Agreement upon 60 days' prior written notice, unless such material default or breach is cured during such 60-day period (or in the event any breach is incapable of being cured in such time period, the other party presents a plan to attempt cure of such breach and prevent similar breaches, which plan is reasonably acceptable to the terminating party), in which event this Agreement shall continue in full force and effect.", "probability": 0.0002696680042198829 }, { "score": 1.879254937171936, "text": "In the event that Integra fails to satisfy the Minimum Payment for any Minimum Payment Period, PcoMed may, at its sole election, give notice, as set forth in Section 3.2, for conversion of Integra's exclusive arrangement under Section 3.1 to a non-exclusive arrangement.", "probability": 5.311395304472239e-05 }, { "score": 1.5777623653411865, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 3.9289098600804146e-05 }, { "score": 1.2106637954711914, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice. If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 2.7217183529269433e-05 }, { "score": 1.1990195512771606, "text": "Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:\n\n(a) Material Breach. In the event that a party materially defaults under or materially breaches any of the provisions of this Agreement, the other party shall have the right to terminate this Agreement upon 60 days' prior written notice, unless such material default or breach is cured during such 60-day period (or in the event any breach is incapable of being cured in such time period, the other party presents a plan to attempt cure of such breach and prevent similar breaches, which plan is reasonably acceptable to the terminating party), in which event this Agreement shall continue in full force and effect.", "probability": 2.6902098024415307e-05 }, { "score": 0.8100159168243408, "text": "Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:", "probability": 1.8232407501476127e-05 }, { "score": 0.4002622365951538, "text": "Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:", "probability": 1.2102922620935328e-05 }, { "score": 0.271028995513916, "text": "Without", "probability": 1.0635672925641749e-05 }, { "score": 0.23993492126464844, "text": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party", "probability": 1.031005514831448e-05 }, { "score": 0.20804943144321442, "text": "4.3. Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:\n\n(a) Material Breach. In the event that a party materially defaults under or materially breaches any of the provisions of this Agreement, the other party shall have the right to terminate this Agreement upon 60 days' prior written notice, unless such material default or breach is cured during such 60-day period (or in the event any breach is incapable of being cured in such time period, the other party presents a plan to attempt cure of such breach and prevent similar breaches, which plan is reasonably acceptable to the terminating party), in which event this Agreement shall continue in full force and effect.", "probability": 9.986499763141324e-06 }, { "score": -0.05723142623901367, "text": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows", "probability": 7.659550491991478e-06 }, { "score": -0.1809541881084442, "text": "4.3. Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:", "probability": 6.768168629186957e-06 }, { "score": -0.1962265968322754, "text": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows", "probability": 6.6655877142786665e-06 }, { "score": -0.20623064041137695, "text": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:\n\n(a) Material Breach. In", "probability": 6.599237323770012e-06 }, { "score": -0.2305002212524414, "text": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated", "probability": 6.441004489022975e-06 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.239177703857422, "probability": 0.25401151679867134 }, { "score": 11.636280059814453, "text": "If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra. (iii) Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 0.1390011162501013 }, { "score": 11.480353355407715, "text": "If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra.", "probability": 0.11893239938091603 }, { "score": 11.37190055847168, "text": "Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 0.10670867549205722 }, { "score": 11.238228797912598, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 0.09335698580851871 }, { "score": 10.861407279968262, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "probability": 0.06404648730519115 }, { "score": 10.497024536132812, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.04448830919747081 }, { "score": 10.087982177734375, "text": "PcoMed shall notify Integra of its intent to take any such action. If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra. (iii) Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 0.02955296512904645 }, { "score": 9.932055473327637, "text": "PcoMed shall notify Integra of its intent to take any such action. If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra.", "probability": 0.02528616421535734 }, { "score": 9.653072357177734, "text": "Integra shall pay PcoMed $*** ( *** US dollars) within 30 days after Notice of Initial Acceptance of First Product Order.", "probability": 0.019130315218814038 }, { "score": 9.626470565795898, "text": "Integra shall pay PcoMed $*** ( *** US dollars) within 30 days after Notice of Initial Acceptance of First Product Order. Integra shall place the First Product Order within sixty (60) days of the Effective Date of this Agreement.", "probability": 0.018628123774828375 }, { "score": 9.293603897094727, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .\n\n1.28. \"Third Party\" means any entity or person other than (i) Integra and its Affiliates, or (ii) PcoMed and its Affiliates.\n\n1.29. \"Treated Integra Product\" means an Integra Product that utilizes or embodies, in whole or part, the PcoMed Surface Modification Technology, excluding Partially Treated Integra Product.\n\n1.30. \"US Marketing Clearance\" means Regulatory Approval of a Treated Integra Product or Partially Treated Integra Product for use in the Field in the United States. 2. CONSIDERATION.\n\n2.1. Milestone Payments.\n\n(a) First Payment. Integra shall pay PcoMed $*** ( *** US dollars) upon full execution of this Agreement.\n\n(b) Second Payment. Integra shall pay PcoMed $*** ( *** US dollars) within 30 days after Notice of Initial Acceptance of First Product Order.", "probability": 0.013353864264214732 }, { "score": 9.26700210571289, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .\n\n1.28. \"Third Party\" means any entity or person other than (i) Integra and its Affiliates, or (ii) PcoMed and its Affiliates.\n\n1.29. \"Treated Integra Product\" means an Integra Product that utilizes or embodies, in whole or part, the PcoMed Surface Modification Technology, excluding Partially Treated Integra Product.\n\n1.30. \"US Marketing Clearance\" means Regulatory Approval of a Treated Integra Product or Partially Treated Integra Product for use in the Field in the United States. 2. CONSIDERATION.\n\n2.1. Milestone Payments.\n\n(a) First Payment. Integra shall pay PcoMed $*** ( *** US dollars) upon full execution of this Agreement.\n\n(b) Second Payment. Integra shall pay PcoMed $*** ( *** US dollars) within 30 days after Notice of Initial Acceptance of First Product Order. Integra shall place the First Product Order within sixty (60) days of the Effective Date of this Agreement.", "probability": 0.013003310898996827 }, { "score": 9.219314575195312, "text": "Integra shall place the First Product Order within sixty (60) days of the Effective Date of this Agreement.", "probability": 0.0123977682807664 }, { "score": 9.085832595825195, "text": "PcoMed shall have the first and primary right, but shall be under no obligation, to take any action to enforce any suspected or actual infringement, misappropriation or other unauthorized use of Intellectual Property Rights relating to Treated Integra Products or Partially Treated Integra Products to the extent that such infringement, misappropriation or other unauthorized use relates exclusively to the PcoMed Surface Modification Technology. (ii) PcoMed shall notify Integra of its intent to take any such action. If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra. (iii) Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 0.010848583296232846 }, { "score": 8.929905891418457, "text": "PcoMed shall have the first and primary right, but shall be under no obligation, to take any action to enforce any suspected or actual infringement, misappropriation or other unauthorized use of Intellectual Property Rights relating to Treated Integra Products or Partially Treated Integra Products to the extent that such infringement, misappropriation or other unauthorized use relates exclusively to the PcoMed Surface Modification Technology. (ii) PcoMed shall notify Integra of its intent to take any such action. If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra.", "probability": 0.009282285467284936 }, { "score": 8.801605224609375, "text": "\"Notice of Initial Acceptance of First Product Order\" means Integra's acceptance of the Treated Integra Product or Partially Treated Integra Product pursuant to the First Product Order. Such acceptance shall be issued in the form of Attachment C by Integra within ten (10) business days of receipt by Integra or its Affiliates of product (and related quality and testing documentation) meeting specifications mutually agreed upon by Integra and PcoMed.", "probability": 0.008164595042758068 }, { "score": 8.684757232666016, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 0.007264206992280134 }, { "score": 8.581144332885742, "text": "Such acceptance shall be issued in the form of Attachment C by Integra within ten (10) business days of receipt by Integra or its Affiliates of product (and related quality and testing documentation) meeting specifications mutually agreed upon by Integra and PcoMed.", "probability": 0.006549221821727152 }, { "score": 8.49240779876709, "text": "In the event that Integra fails to satisfy the Minimum Payment for any Minimum Payment Period, PcoMed may, at its sole election, give notice, as set forth in Section 3.2, for conversion of Integra's exclusive arrangement under Section 3.1 to a non-exclusive arrangement.", "probability": 0.005993105364765978 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Change Of Control": [ { "text": "", "score": 12.259140968322754, "probability": 0.7009112635773747 }, { "score": 11.269100189208984, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "probability": 0.2604316676310147 }, { "score": 8.85552978515625, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement", "probability": 0.023307381439363787 }, { "score": 8.181842803955078, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder", "probability": 0.01188269487063669 }, { "score": 6.168451309204102, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.\n\n12.13. Further Assurances. Each party shall do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged or delivered, all such further acts, transfers, conveyances, assignments or assurances as may be reasonably required to consummate the transactions contemplated by this Agreement.", "probability": 0.0015867559268670298 }, { "score": 5.135934829711914, "text": "or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "probability": 0.0005650591601593968 }, { "score": 4.634827136993408, "text": "(ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "probability": 0.00034234628060178523 }, { "score": 4.322897911071777, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this", "probability": 0.00025060888964373773 }, { "score": 4.248207092285156, "text": "Notwithstanding", "probability": 0.00023257266096550863 }, { "score": 3.4401464462280273, "text": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "probability": 0.00010366266800081095 }, { "score": 3.2992706298828125, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee", "probability": 9.004110011940258e-05 }, { "score": 2.8295440673828125, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder,", "probability": 5.629128185647566e-05 }, { "score": 2.652270793914795, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder", "probability": 4.714681225076721e-05 }, { "score": 2.387366771697998, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.\n\n12.13. Further Assurances. Each party shall do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged or delivered, all such further acts, transfers, conveyances, assignments or assurances as may be reasonably required to consummate the transactions contemplated by this Agreement.\n\n12.14. Force Majeure. Except for obligations to make payments payable under this Agreement, each party shall be excused from the performance of its obligations under this Agreement to the extent that such performance is prevented by force majeure and the nonperforming party promptly provides the other party with written notice of the event of force majeure and its effect. Such excuse shall be continued so long as the condition constituting force", "probability": 3.6174786690406614e-05 }, { "score": 2.191527843475342, "text": "provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "probability": 2.9740907281403408e-05 }, { "score": 2.1617164611816406, "text": "in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "probability": 2.8867375019511484e-05 }, { "score": 2.048677444458008, "text": "or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder", "probability": 2.57819091092466e-05 }, { "score": 2.0152525901794434, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities", "probability": 2.4934395467755554e-05 }, { "score": 1.9994630813598633, "text": "no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "probability": 2.454378549557493e-05 }, { "score": 1.910942554473877, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (", "probability": 2.2464542081509967e-05 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Anti-Assignment": [ { "score": 13.327778816223145, "text": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "probability": 0.3542973184035364 }, { "score": 13.326684951782227, "text": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party.", "probability": 0.35390997705350924 }, { "score": 12.458375930786133, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "probability": 0.1485220686573753 }, { "text": "", "score": 12.152226448059082, "probability": 0.10935331639946849 }, { "score": 10.189627647399902, "text": "PcoMed has not assigned any of its right, title or interest in or to the Inventions disclosed in the PcoMed Surface Modification Technology.", "probability": 0.01536335724235735 }, { "score": 8.743247985839844, "text": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party", "probability": 0.0036168577091957948 }, { "score": 8.61996841430664, "text": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder", "probability": 0.0031973618285812593 }, { "score": 8.378067016601562, "text": "PcoMed has not assigned any of its right, title or interest in or to the Inventions disclosed in the PcoMed Surface Modification Technology.", "probability": 0.0025103561700726136 }, { "score": 8.054746627807617, "text": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement", "probability": 0.0018168500406315902 }, { "score": 7.881633758544922, "text": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.\n\n12.13. Further Assurances. Each party shall do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged or delivered, all such further acts, transfers, conveyances, assignments or assurances as may be reasonably required to consummate the transactions contemplated by this Agreement.", "probability": 0.0015280484302738946 }, { "score": 7.750565528869629, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder", "probability": 0.001340339789098096 }, { "score": 7.205731391906738, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.0007773139305497272 }, { "score": 7.185343265533447, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement", "probability": 0.0007616264187940558 }, { "score": 7.038857460021973, "text": "Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.", "probability": 0.0006578456740549978 }, { "score": 7.01223087310791, "text": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.\n\n12.13. Further Assurances. Each party shall do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged or delivered, all such further acts, transfers, conveyances, assignments or assurances as may be reasonably required to consummate the transactions contemplated by this Agreement.", "probability": 0.0006405606310981005 }, { "score": 6.787693023681641, "text": "Integra has not assigned any of its right, title or interest in or to the Inventions disclosed in the Integra Technology.", "probability": 0.0005117344967813447 }, { "score": 6.4321136474609375, "text": "This Agreement shall be binding upon and shall inure to the benefit of PcoMed and Integra, and their successors and assigns. Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "probability": 0.0003586068106584841 }, { "score": 6.431018829345703, "text": "This Agreement shall be binding upon and shall inure to the benefit of PcoMed and Integra, and their successors and assigns. Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party.", "probability": 0.0003582144162653683 }, { "score": 6.248388767242432, "text": "PcoMed has not assigned any of its right, title or interest in or to the Inventions disclosed in the PcoMed Surface Modification Technology", "probability": 0.00029841993521745536 }, { "score": 5.741876602172852, "text": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party. Notwithstanding", "probability": 0.0001798259624806644 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Revenue/Profit Sharing": [ { "score": 14.383682250976562, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.1791602834512329 }, { "score": 13.682292938232422, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.08884484472652267 }, { "score": 13.607379913330078, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.08243239524275156 }, { "score": 13.57249641418457, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.07960644099967872 }, { "score": 13.541685104370117, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.0771910638307948 }, { "score": 13.528318405151367, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.07616613928735172 }, { "score": 13.520058631896973, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.07553961528227192 }, { "score": 13.502243995666504, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.07420582032539462 }, { "score": 13.366084098815918, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.06475964786716418 }, { "score": 13.297657012939453, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.060476545090487714 }, { "score": 12.328088760375977, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of Partially Treated Integra Product, not at the time of PcoMed's production of the Partially Treated Integra Product.", "probability": 0.02293553266698243 }, { "score": 12.084060668945312, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of Partially Treated Integra Product, not at the time of PcoMed's production of the Partially Treated Integra Product.", "probability": 0.017969201442146195 }, { "text": "", "score": 12.074291229248047, "probability": 0.017794507134429743 }, { "score": 11.860523223876953, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.014369699903783555 }, { "score": 11.841519355773926, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.", "probability": 0.014099198449957173 }, { "score": 11.7315092086792, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.012630415089122953 }, { "score": 11.679285049438477, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.", "probability": 0.011987730182618268 }, { "score": 11.616495132446289, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.011258165920253194 }, { "score": 11.56927490234375, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.010738908933034867 }, { "score": 11.253854751586914, "text": "The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.00783384417402077 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Price Restrictions": [ { "score": 13.228384971618652, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.24732671671497583 }, { "score": 13.162107467651367, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.23146593145328806 }, { "score": 13.037212371826172, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.20428939724797318 }, { "score": 12.619531631469727, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product.", "probability": 0.13453936895086702 }, { "text": "", "score": 12.090211868286133, "probability": 0.07924442782925602 }, { "score": 11.495457649230957, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations. 6 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n(c) Payment. *** Run Fees shall be due and payable within thirty (30) days of each *** Run.\n\n2.4. Minimum Payments. Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period.", "probability": 0.04371900392193664 }, { "score": 10.189435958862305, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product", "probability": 0.01184328676773602 }, { "score": 10.052664756774902, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.010329356505874757 }, { "score": 10.0308256149292, "text": "Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period.", "probability": 0.010106217673012542 }, { "score": 9.424345016479492, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations", "probability": 0.005510582019038806 }, { "score": 9.305500030517578, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***", "probability": 0.004893096143047138 }, { "score": 9.233171463012695, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations", "probability": 0.004551681356974581 }, { "score": 8.979551315307617, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations. 6 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n(c) Payment. *** Run Fees shall be due and payable within thirty (30) days of each *** Run.\n\n2.4. Minimum Payments. Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period", "probability": 0.003532043314108531 }, { "score": 8.34235668182373, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $", "probability": 0.001867651786288316 }, { "score": 8.206632614135742, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations. 6 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n(c) Payment. *** Run Fees shall be due and payable within thirty (30) days of each *** Run.\n\n2.4. Minimum Payments. Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period. The Minimum Payment applicable to each Minimum Payment Period shall be due annually on or before 45 days after the last day of each Minimum Payment Period.", "probability": 0.0016306159792825864 }, { "score": 7.909201622009277, "text": "If it becomes necessary for Integra to settle a Third Party patent infringement suit covered by Section 10.1 (i), solely because of any action or omission of PcoMed or because of Third Party claims against PcoMed Surface Modification Technology and/or such settlement involves obtaining a license from a Third Party, in order to make, have made, import, export, use, offer for Sale, or Sell a Treated Integra Product or a Partially Treated Integra Product in the Field, then Integra may offset, dollar for dollar, against Fees up to *** percent (***%) of Integra's reasonable, out-of-pocket expenses, costs, fees (including reasonable attorneys' fees), and other consideration related to the investigation, negotiation and settlement paid by Integra to such Third Party to obtain such settlement or license with respect to the PcoMed Surface Modification Technology.", "probability": 0.001211097353944315 }, { "score": 7.857402324676514, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity.", "probability": 0.0011499604556274878 }, { "score": 7.7686381340026855, "text": "The parties agree that, to the extent Fees are reduced pursuant to this Agreement, for purposes of determining the contribution toward the Minimum Payments, the Fee shall be counted as if it had not been reduced.\n\n(d) Payment. All Fees shall be due and payable quarterly as provided in Section 6.1.\n\n2.3. *** Run Fees.\n\n(a) For Distribution. Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.0010522843418236717 }, { "score": 7.605073928833008, "text": "PERIOD MINIMUM PAYMENT", "probability": 0.0008935072408748911 }, { "score": 7.547802925109863, "text": "PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.0008437729440697213 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Minimum Commitment": [ { "score": 13.492036819458008, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***\n\nFor this purpose:\n\n\"Minimum Payment Period 1\" means the one-year period commencing on the date set forth in the Notice of Initial Acceptance of First Product Order.\n\n\"Minimum Payment Period 2\" means the one-year period commencing on the first day after Minimum Payment Period 1.", "probability": 0.06917419756512196 }, { "score": 13.4874267578125, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***\n\nFor this purpose:\n\n\"Minimum Payment Period 1\" means the one-year period commencing on the date set forth in the Notice of Initial Acceptance of First Product Order.\n\n\"Minimum Payment Period 2\" means the one-year period commencing on the first day after Minimum Payment Period 1.\n\n\"Minimum Payment Period 3\" means the one-year period commencing on the first day after Minimum Payment Period 2.", "probability": 0.06885603418993953 }, { "score": 13.401567459106445, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***\n\nFor this purpose:\n\n\"Minimum Payment Period 1\" means the one-year period commencing on the date set forth in the Notice of Initial Acceptance of First Product Order.\n\n\"Minimum Payment Period 2\" means the one-year period commencing on the first day after Minimum Payment Period 1.\n\n\"Minimum Payment Period 3\" means the one-year period commencing on the first day after Minimum Payment Period 2.\n\n\"Minimum Payment Period 4\" means the one-year period commencing on the first day after Minimum Payment Period 3.", "probability": 0.06319079015786654 }, { "score": 13.375462532043457, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***", "probability": 0.061562544275047634 }, { "score": 13.315637588500977, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***", "probability": 0.057987571005754475 }, { "score": 13.264898300170898, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***\n\nFor this purpose:\n\n\"Minimum Payment Period 1\" means the one-year period commencing on the date set forth in the Notice of Initial Acceptance of First Product Order.\n\n\"Minimum Payment Period 2\" means the one-year period commencing on the first day after Minimum Payment Period 1.\n\n\"Minimum Payment Period 3\" means the one-year period commencing on the first day after Minimum Payment Period 2.\n\n\"Minimum Payment Period 4\" means the one-year period commencing on the first day after Minimum Payment Period 3.\n\n\"Minimum Payment Period 5\" means the one-year period commencing on the first day after Minimum Payment Period 4.\n\n\"Minimum Payment Period 6\" means the one-year period commencing on the first day after Minimum Payment Period 5.", "probability": 0.05511872010325238 }, { "score": 13.259467124938965, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***\n\nFor this purpose:\n\n\"Minimum Payment Period 1\" means the one-year period commencing on the date set forth in the Notice of Initial Acceptance of First Product Order.\n\n\"Minimum Payment Period 2\" means the one-year period commencing on the first day after Minimum Payment Period 1.\n\n\"Minimum Payment Period 3\" means the one-year period commencing on the first day after Minimum Payment Period 2.\n\n\"Minimum Payment Period 4\" means the one-year period commencing on the first day after Minimum Payment Period 3.\n\n\"Minimum Payment Period 5\" means the one-year period commencing on the first day after Minimum Payment Period 4.\n\n\"Minimum Payment Period 6\" means the one-year period commencing on the first day after Minimum Payment Period 5.\n\n\"Minimum Payment Period 7\" means the one-year period commencing on the first day after Minimum Payment Period 6.", "probability": 0.05482017214282775 }, { "score": 13.229162216186523, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***\n\nFor this purpose:\n\n\"Minimum Payment Period 1\" means the one-year period commencing on the date set forth in the Notice of Initial Acceptance of First Product Order.\n\n\"Minimum Payment Period 2\" means the one-year period commencing on the first day after Minimum Payment Period 1.\n\n\"Minimum Payment Period 3\" means the one-year period commencing on the first day after Minimum Payment Period 2.\n\n\"Minimum Payment Period 4\" means the one-year period commencing on the first day after Minimum Payment Period 3.\n\n\"Minimum Payment Period 5\" means the one-year period commencing on the first day after Minimum Payment Period 4.", "probability": 0.053183772534152435 }, { "score": 13.199377059936523, "text": "\"Minimum Payment Period 7\" means the one-year period commencing on the first day after Minimum Payment Period 6.", "probability": 0.05162304421011386 }, { "score": 13.108522415161133, "text": "Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***", "probability": 0.0471396051443015 }, { "score": 13.08227825164795, "text": "\"Minimum Payment Period 5\" means the one-year period commencing on the first day after Minimum Payment Period 4.", "probability": 0.045918558397007835 }, { "score": 13.045882225036621, "text": "\"Minimum Payment Period 4\" means the one-year period commencing on the first day after Minimum Payment Period 3.\n\n\"Minimum Payment Period 5\" means the one-year period commencing on the first day after Minimum Payment Period 4.", "probability": 0.04427735316565507 }, { "score": 13.040521621704102, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***\n\nFor this purpose:\n\n\"Minimum Payment Period 1\" means the one-year period commencing on the date set forth in the Notice of Initial Acceptance of First Product Order.", "probability": 0.0440406348819927 }, { "score": 13.004049301147461, "text": "\"Minimum Payment Period 5\" means the one-year period commencing on the first day after Minimum Payment Period 4.\n\n\"Minimum Payment Period 6\" means the one-year period commencing on the first day after Minimum Payment Period 5.", "probability": 0.04246330992632148 }, { "score": 12.997737884521484, "text": "\"Minimum Payment Period 4\" means the one-year period commencing on the first day after Minimum Payment Period 3.", "probability": 0.04219615025090263 }, { "score": 12.973875045776367, "text": "\"Minimum Payment Period 5\" means the one-year period commencing on the first day after Minimum Payment Period 4.\n\n\"Minimum Payment Period 6\" means the one-year period commencing on the first day after Minimum Payment Period 5.\n\n\"Minimum Payment Period 7\" means the one-year period commencing on the first day after Minimum Payment Period 6.", "probability": 0.04120114931055068 }, { "score": 12.967653274536133, "text": "\"Minimum Payment Period 4\" means the one-year period commencing on the first day after Minimum Payment Period 3.\n\n\"Minimum Payment Period 5\" means the one-year period commencing on the first day after Minimum Payment Period 4.\n\n\"Minimum Payment Period 6\" means the one-year period commencing on the first day after Minimum Payment Period 5.", "probability": 0.040945600990664355 }, { "score": 12.937479019165039, "text": "\"Minimum Payment Period 4\" means the one-year period commencing on the first day after Minimum Payment Period 3.\n\n\"Minimum Payment Period 5\" means the one-year period commencing on the first day after Minimum Payment Period 4.\n\n\"Minimum Payment Period 6\" means the one-year period commencing on the first day after Minimum Payment Period 5.\n\n\"Minimum Payment Period 7\" means the one-year period commencing on the first day after Minimum Payment Period 6.", "probability": 0.039728552083050865 }, { "score": 12.9154691696167, "text": "\"Minimum Payment Period 6\" means the one-year period commencing on the first day after Minimum Payment Period 5.", "probability": 0.03886368533633537 }, { "score": 12.885295867919922, "text": "\"Minimum Payment Period 6\" means the one-year period commencing on the first day after Minimum Payment Period 5.\n\n\"Minimum Payment Period 7\" means the one-year period commencing on the first day after Minimum Payment Period 6.", "probability": 0.037708554329140824 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Volume Restriction": [ { "score": 13.954487800598145, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.6966928383956508 }, { "score": 12.260910987854004, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product.", "probability": 0.12809444071044987 }, { "text": "", "score": 12.104272842407227, "probability": 0.10952246241940884 }, { "score": 10.012031555175781, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations", "probability": 0.013516192041906934 }, { "score": 9.582962989807129, "text": "If it becomes necessary for Integra to settle a Third Party patent infringement suit covered by Section 10.1 (i), solely because of any action or omission of PcoMed or because of Third Party claims against PcoMed Surface Modification Technology and/or such settlement involves obtaining a license from a Third Party, in order to make, have made, import, export, use, offer for Sale, or Sell a Treated Integra Product or a Partially Treated Integra Product in the Field, then Integra may offset, dollar for dollar, against Fees up to *** percent (***%) of Integra's reasonable, out-of-pocket expenses, costs, fees (including reasonable attorneys' fees), and other consideration related to the investigation, negotiation and settlement paid by Integra to such Third Party to obtain such settlement or license with respect to the PcoMed Surface Modification Technology.", "probability": 0.00880059921578856 }, { "score": 9.394843101501465, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations. 6 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n(c) Payment. *** Run Fees shall be due and payable within thirty (30) days of each *** Run.\n\n2.4. Minimum Payments. Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period.", "probability": 0.007291431732863759 }, { "score": 9.221567153930664, "text": "Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period.", "probability": 0.006131405316714953 }, { "score": 9.107900619506836, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***", "probability": 0.005472619800651708 }, { "score": 8.89094352722168, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product", "probability": 0.004405264703943104 }, { "score": 8.720588684082031, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples", "probability": 0.0037152482742205725 }, { "score": 8.71695327758789, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations. 6 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n(c) Payment. *** Run Fees shall be due and payable within thirty (30) days of each *** Run.\n\n2.4. Minimum Payments. Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period. The Minimum Payment applicable to each Minimum Payment Period shall be due annually on or before 45 days after the last day of each Minimum Payment Period. The Minimum Payment may be satisfied either by payments of the Fees paid pursuant to Sections 2.2 and 2.3, or by the sum of Fees paid and an additional elective cash payment from Integra to PcoMed.", "probability": 0.003701766357489229 }, { "score": 8.678802490234375, "text": "PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.0035632010503441566 }, { "score": 8.569329261779785, "text": "PERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $", "probability": 0.0031937190491098675 }, { "score": 7.92091178894043, "text": "The Fees may be subject to reduction according to the provisions of Sections 8.5 and 10.1. If it becomes necessary for Integra to settle a Third Party patent infringement suit covered by Section 10.1 (i), solely because of any action or omission of PcoMed or because of Third Party claims against PcoMed Surface Modification Technology and/or such settlement involves obtaining a license from a Third Party, in order to make, have made, import, export, use, offer for Sale, or Sell a Treated Integra Product or a Partially Treated Integra Product in the Field, then Integra may offset, dollar for dollar, against Fees up to *** percent (***%) of Integra's reasonable, out-of-pocket expenses, costs, fees (including reasonable attorneys' fees), and other consideration related to the investigation, negotiation and settlement paid by Integra to such Third Party to obtain such settlement or license with respect to the PcoMed Surface Modification Technology.", "probability": 0.001669908126765559 }, { "score": 7.797618865966797, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity", "probability": 0.001476206598149064 }, { "score": 7.302905559539795, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity.", "probability": 0.0009001106143306859 }, { "score": 6.744649887084961, "text": "Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period. The Minimum Payment applicable to each Minimum Payment Period shall be due annually on or before 45 days after the last day of each Minimum Payment Period. The Minimum Payment may be satisfied either by payments of the Fees paid pursuant to Sections 2.2 and 2.3, or by the sum of Fees paid and an additional elective cash payment from Integra to PcoMed. It shall remain in Integra's sole discretion whether or not to satisfy the Minimum Payment for any Minimum Payment Period by making an additional elective cash payment.\n\nIn the event that Integra fails to satisfy the Minimum Payment for any Minimum Payment Period, PcoMed may, at its sole election, give notice, as set forth in Section 3.2, for conversion of Integra's exclusive arrangement under Section 3.1 to a non-exclusive arrangement.", "probability": 0.0005150489723729922 }, { "score": 6.669898986816406, "text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations. 6 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n(c) Payment. *** Run Fees shall be due and payable within thirty (30) days of each *** Run.\n\n2.4. Minimum Payments. Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period", "probability": 0.000477952372239424 }, { "score": 6.583797454833984, "text": "Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.0004385218133154596 }, { "score": 6.543169021606445, "text": "For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.00042106243428468736 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Ip Ownership Assignment": [ { "score": 13.095229148864746, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products.", "probability": 0.4825534883921222 }, { "text": "", "score": 12.2142915725708, "probability": 0.19996736837517465 }, { "score": 11.679040908813477, "text": "Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.", "probability": 0.1170853939449562 }, { "score": 11.287542343139648, "text": "All PcoMed Technology shall remain the property of PcoMed, and all Integra Technology shall remain the property of Integra. Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products.", "probability": 0.07915476333919513 }, { "score": 10.57492446899414, "text": "Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.\n\n8.2. Inventions. All Inventions and Intellectual Property Rights that relate primarily to the PcoMed Technology Derived during the Term of this Agreement shall remain as the sole and exclusive property of PcoMed.", "probability": 0.03881423619344182 }, { "score": 9.97416877746582, "text": "Integra has not assigned any of its right, title or interest in or to the Inventions disclosed in the Integra Technology.", "probability": 0.021285613032303724 }, { "score": 9.259383201599121, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products", "probability": 0.010414986975296183 }, { "score": 9.241345405578613, "text": "concepts, data, processes, procedures, methods, techniques, protocols, formulae, trade secrets, Inventions (whether or not patentable), media, research tools, compositions, software, hardware, instruments, documents, works of authorship, formulations, and other physical, chemical or biological materials and information, including, without limitation, clinical and regulatory strategies, test data (including pharmacological, toxicological and clinical test data), analytical and quality control data, manufacturing, patent, marketing and legal data or descriptions, apparatus, prototypes, devices, chemical formulations, compound compositions of matter, product samples, assays and similar information and Inventions.", "probability": 0.01022880774412167 }, { "score": 8.915898323059082, "text": "All PcoMed Technology shall remain the property of PcoMed, and all Integra Technology shall remain the property of Integra.", "probability": 0.007387289923676121 }, { "score": 8.895318031311035, "text": "All Inventions and Intellectual Property Rights that relate primarily to the PcoMed Technology Derived during the Term of this Agreement shall remain as the sole and exclusive property of PcoMed.", "probability": 0.007236811102062769 }, { "score": 8.555920600891113, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties", "probability": 0.005154052113400192 }, { "score": 8.45067310333252, "text": "provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products.", "probability": 0.0046391711827421 }, { "score": 8.420186996459961, "text": "Integra has not assigned any of its right, title or interest in or to the Inventions disclosed in the Integra Technology. Integra has not granted to a Third Party any license under the Integra Technology that is inconsistent with, or otherwise restricts, this Agreement. Integra currently holds valid and effective assignments of all inventors' rights to all the inventions covered by the Integra Technology.", "probability": 0.0044998750017488705 }, { "score": 8.177885055541992, "text": "Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party", "probability": 0.0035315881763574625 }, { "score": 7.559208869934082, "text": "Integra has not assigned any of its right, title or interest in or to the Inventions disclosed in the Integra Technology", "probability": 0.0019023148609844855 }, { "score": 7.451696872711182, "text": "All PcoMed Technology shall remain the property of PcoMed, and all Integra Technology shall remain the property of Integra. Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products", "probability": 0.0017084038187350629 }, { "score": 7.370874404907227, "text": "Integra has not assigned any of its right, title or interest in or to the Inventions disclosed in the Integra Technology.", "probability": 0.0015757589471930213 }, { "score": 7.02872371673584, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products", "probability": 0.0011191688809737588 }, { "score": 6.778842926025391, "text": "\"Intellectual Property Rights\" means any and all intellectual property and industrial design rights, whether protected, created or arising under the laws of the United States or any other foreign jurisdiction, including the following: (i) patent rights; (ii) copyrights, mask work rights, database rights and design rights, whether or not registered, published or unpublished, and registrations and applications for registration thereof, and all rights therein whether provided by international treaties or conventions or otherwise; (iii) trade secrets and Inventions; (iv) moral rights; and (v) other applications and registrations related to any of the rights set forth in the foregoing clauses (i) through (iv); provided, however, that as used in this Agreement, the term \"Intellectual Property\" expressly excludes rights in trademarks, trade names, service marks, service names, design marks, logos, slogans, trade dress, or similar rights with respect to indicators of origin, whether registered or unregistered, as well as rights in internet domain names, uniform resource locators and e-mail addresses.", "probability": 0.000871713511046204 }, { "score": 6.775949001312256, "text": "All PcoMed Technology shall remain the property of PcoMed, and all Integra Technology shall remain the property of Integra", "probability": 0.0008691944844684754 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Joint Ip Ownership": [ { "score": 12.882498741149902, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products. Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.", "probability": 0.29978172691150273 }, { "score": 12.739206314086914, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products.", "probability": 0.25976105930977594 }, { "score": 12.562063217163086, "text": "Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.", "probability": 0.21759142540449528 }, { "text": "", "score": 12.1512451171875, "probability": 0.1442865148052167 }, { "score": 10.844801902770996, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products", "probability": 0.03907011273415048 }, { "score": 10.024345397949219, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products. Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party", "probability": 0.017199860781387754 }, { "score": 9.703909873962402, "text": "Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party", "probability": 0.01248422398102289 }, { "score": 8.356871604919434, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties", "probability": 0.003246013073483173 }, { "score": 7.787983417510986, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products;", "probability": 0.0018377450600813344 }, { "score": 7.106991291046143, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products", "probability": 0.0009301096307814037 }, { "score": 7.0756635665893555, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products. Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.\n\n8.2. Inventions. All Inventions and Intellectual Property Rights that relate primarily to the PcoMed Technology Derived during the Term of this Agreement shall remain as the sole and exclusive property of PcoMed.", "probability": 0.000901423100516175 }, { "score": 6.755228042602539, "text": "Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.\n\n8.2. Inventions. All Inventions and Intellectual Property Rights that relate primarily to the PcoMed Technology Derived during the Term of this Agreement shall remain as the sole and exclusive property of PcoMed.", "probability": 0.0006542824986519488 }, { "score": 6.6003289222717285, "text": "All PcoMed Technology shall remain the property of PcoMed, and all Integra Technology shall remain the property of Integra. Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products. Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.", "probability": 0.0005603939917165439 }, { "score": 6.457036018371582, "text": "All PcoMed Technology shall remain the property of PcoMed, and all Integra Technology shall remain the property of Integra. Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products.", "probability": 0.00048558152295128033 }, { "score": 5.993585586547852, "text": "provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products. Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.", "probability": 0.00030548380240711217 }, { "score": 5.850292682647705, "text": "provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products.", "probability": 0.00026470178517692754 }, { "score": 5.481438636779785, "text": "Any", "probability": 0.0001830482551624897 }, { "score": 5.407644748687744, "text": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products. Except", "probability": 0.0001700267741079563 }, { "score": 5.3645524978637695, "text": "All PcoMed Technology shall remain the property of PcoMed, and all Integra Technology shall remain the property of Integra.", "probability": 0.00016285555928184365 }, { "score": 5.087209224700928, "text": "Except", "probability": 0.00012341101813053427 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__License Grant": [ { "score": 12.521851539611816, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.6180405295152188 }, { "text": "", "score": 11.728775978088379, "probability": 0.2796331248218973 }, { "score": 10.145279884338379, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing", "probability": 0.05739644581296708 }, { "score": 9.024324417114258, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.018709415775593083 }, { "score": 8.58802604675293, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.012094230783988412 }, { "score": 7.926246643066406, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.0062398063016776435 }, { "score": 7.082810878753662, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra", "probability": 0.002684550698089384 }, { "score": 6.582015037536621, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory", "probability": 0.001626966983192925 }, { "score": 5.816061019897461, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.0007563610157936001 }, { "score": 5.459143161773682, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice. If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.0005293241151012162 }, { "score": 5.411267280578613, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory", "probability": 0.0005045793223138681 }, { "score": 5.120791912078857, "text": "Nothing herein grants any rights to Integra", "probability": 0.00037737888715962706 }, { "score": 4.763998031616211, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology", "probability": 0.0002641338039869657 }, { "score": 4.573277473449707, "text": "3. GRANT OF EXCLUSIVITY COMMERCIALIZATION\n\n3.1. Grant of Exclusive Rights. Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.0002182705285013225 }, { "score": 4.540915489196777, "text": "Subject", "probability": 0.00021131993519199542 }, { "score": 4.502736568450928, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "probability": 0.00020340403981916665 }, { "score": 4.389753341674805, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.00018167349965947933 }, { "score": 4.1022186279296875, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology", "probability": 0.00013627520460300283 }, { "score": 3.777371883392334, "text": "coMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 9.84776540308435e-05 }, { "score": 3.7279744148254395, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 9.373130121430461e-05 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.035971641540527, "probability": 0.45723920498948495 }, { "score": 11.668733596801758, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.3167043325352547 }, { "score": 9.925722122192383, "text": "Integra has not granted to a Third Party any license under the Integra Technology that is inconsistent with, or otherwise restricts, this Agreement.", "probability": 0.055420921069048425 }, { "score": 9.648239135742188, "text": "PcoMed has not granted to a Third Party any license under the PcoMed Surface Modification Technology that is inconsistent with, or otherwise restricts, the rights granted to Integra hereunder.", "probability": 0.04199179208517671 }, { "score": 9.309185981750488, "text": "PcoMed has not granted to a Third Party any license under the PcoMed Surface Modification Technology that is inconsistent with, or otherwise restricts, the rights granted to Integra hereunder.", "probability": 0.02991682462557958 }, { "score": 8.926082611083984, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.02039556852291287 }, { "score": 8.35953426361084, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.011574093719209113 }, { "score": 8.26041030883789, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 0.010481851632086633 }, { "score": 7.940178394317627, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice. If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.007609621483018311 }, { "score": 7.8584771156311035, "text": "Integra has not granted to a Third Party any license under the Integra Technology that is inconsistent with, or otherwise restricts, this Agreement.", "probability": 0.00701262539641479 }, { "score": 7.857935905456543, "text": "In the event that Integra fails to satisfy the Minimum Payment for any Minimum Payment Period, PcoMed may, at its sole election, give notice, as set forth in Section 3.2, for conversion of Integra's exclusive arrangement under Section 3.1 to a non-exclusive arrangement. PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period. Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment. 3. GRANT OF EXCLUSIVITY COMMERCIALIZATION\n\n3.1. Grant of Exclusive Rights. Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.007008831119043242 }, { "score": 7.744284629821777, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.006255866520144132 }, { "score": 7.7030744552612305, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "probability": 0.006003301045338236 }, { "score": 7.5217976570129395, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology", "probability": 0.005007980269093068 }, { "score": 7.462238311767578, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.004718416937143445 }, { "score": 6.975868225097656, "text": "In the event that Integra fails to satisfy the Minimum Payment for any Minimum Payment Period, PcoMed may, at its sole election, give notice, as set forth in Section 3.2, for conversion of Integra's exclusive arrangement under Section 3.1 to a non-exclusive arrangement.", "probability": 0.0029011385459530113 }, { "score": 6.9638543128967285, "text": "PcoMed has not granted to a Third Party any license under the PcoMed Surface Modification Technology that is inconsistent with, or otherwise restricts, the rights granted to Integra hereunder", "probability": 0.002866493052844848 }, { "score": 6.945593357086182, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.0028146231879112573 }, { "score": 6.639456272125244, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 0.0020723667446013463 }, { "score": 6.605983257293701, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.0020041465197411113 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Affiliate License-Licensor": [ { "score": 12.449745178222656, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.3687009983074932 }, { "text": "", "score": 12.026132583618164, "probability": 0.2413802324693001 }, { "score": 11.32420539855957, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.11963509479515103 }, { "score": 10.970876693725586, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.08402526507995807 }, { "score": 10.279550552368164, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.04208920889394507 }, { "score": 9.864765167236328, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.02779916548975238 }, { "score": 9.849959373474121, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing", "probability": 0.027390608745532303 }, { "score": 9.453633308410645, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.018428053367426082 }, { "score": 9.357049942016602, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.016731459951492986 }, { "score": 9.10030460357666, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.01294287492944211 }, { "score": 8.84732437133789, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.010049925343734493 }, { "score": 8.317991256713867, "text": "After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 0.0059193822356774185 }, { "score": 8.203445434570312, "text": "\"Integra Technology\" means any technology owned, licensed or controlled by Integra and/or any Integra Affiliates including but not limited to SeaSpine and Theken Spine as of the Effective Date and all technology Derived solely by Integra and/or Integra Affiliates during or after the Term, including but not limited to the devices described in U. S. Patent Numbers 7,799,083 and 8,097,036 together with any improvements, enhancements, or extensions of or to any of the foregoing, and Intellectual Property Rights therein, but excluding any technology or information relating to or derived from PcoMed Technology.", "probability": 0.005278733857394813 }, { "score": 8.088598251342773, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory", "probability": 0.004706003744533102 }, { "score": 8.019031524658203, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra", "probability": 0.004389750357573128 }, { "score": 7.727259635925293, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.003278875310913965 }, { "score": 7.466646671295166, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.0025266327968372364 }, { "score": 7.048928737640381, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "probability": 0.0016639088650440945 }, { "score": 6.992624759674072, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.001572812777351358 }, { "score": 6.939214706420898, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice. If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.0014910126814469404 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Affiliate License-Licensee": [ { "score": 12.18931770324707, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.3688252087481306 }, { "text": "", "score": 12.176932334899902, "probability": 0.3642853446599973 }, { "score": 11.006817817687988, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.11304918135160619 }, { "score": 10.41946029663086, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.06283205895737401 }, { "score": 9.246126174926758, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.0194360835345723 }, { "score": 8.931586265563965, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing", "probability": 0.014190765059289113 }, { "score": 8.689300537109375, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.011137365057200855 }, { "score": 8.597177505493164, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.010157198287638164 }, { "score": 8.389971733093262, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing", "probability": 0.00825630270264116 }, { "score": 8.368348121643066, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.008079688026298524 }, { "score": 7.690706253051758, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.004102971193469951 }, { "score": 7.67957878112793, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.004057568573381282 }, { "score": 7.67902946472168, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.004055340296465005 }, { "score": 6.8470458984375, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.0017648241222600813 }, { "score": 6.805812835693359, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.0016935348559004757 }, { "score": 6.2146124839782715, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.0009376463970421539 }, { "score": 6.2054033279418945, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.0009290511035106173 }, { "score": 5.997211456298828, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.0007544370747671037 }, { "score": 5.9732794761657715, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.000736596236480712 }, { "score": 5.948869705200195, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.0007188337619741047 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.796897888183594, "probability": 0.8093614152591836 }, { "score": 9.877752304077148, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.11875944497753947 }, { "score": 8.540742874145508, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product.", "probability": 0.031189782165231057 }, { "score": 8.130699157714844, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing", "probability": 0.0206982018643675 }, { "score": 7.608712673187256, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.012281085879941875 }, { "score": 6.526453018188477, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product.", "probability": 0.0041611883332664384 }, { "score": 5.217210292816162, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product", "probability": 0.0011236226395275187 }, { "score": 4.725683689117432, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.0006873108335139665 }, { "score": 4.406850814819336, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.0004996729408678329 }, { "score": 4.090823650360107, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory", "probability": 0.0003642813838915372 }, { "score": 3.3834402561187744, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra", "probability": 0.0001795660680660609 }, { "score": 3.244523763656616, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "probability": 0.00015627647510990487 }, { "score": 3.0845601558685303, "text": "Subject", "probability": 0.00013317487406648996 }, { "score": 2.4257009029388428, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product", "probability": 6.891017564351415e-05 }, { "score": 2.3945562839508057, "text": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity.", "probability": 6.679707119937238e-05 }, { "score": 2.386561393737793, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing", "probability": 6.626516504743384e-05 }, { "score": 2.238752603530884, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 5.716006869373169e-05 }, { "score": 2.2150957584381104, "text": "Integ", "probability": 5.58237111284913e-05 }, { "score": 2.073507308959961, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 4.845377546474852e-05 }, { "score": 1.9201877117156982, "text": "In the event that Integra fails to satisfy the Minimum Payment for any Minimum Payment Period, PcoMed may, at its sole election, give notice, as set forth in Section 3.2, for conversion of Integra's exclusive arrangement under Section 3.1 to a non-exclusive arrangement. PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period. Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment. 3. GRANT OF EXCLUSIVITY COMMERCIALIZATION\n\n3.1. Grant of Exclusive Rights. Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 4.1566338250048666e-05 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.067608833312988, "probability": 0.9942288486127324 }, { "score": 6.763237476348877, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 0.004941139898107846 }, { "score": 4.558495044708252, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing", "probability": 0.0005449036012226266 }, { "score": 3.6260647773742676, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 0.0002144718797835165 }, { "score": 0.554746150970459, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 9.942912708718788e-06 }, { "score": 0.4926180839538574, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory", "probability": 9.343976767925254e-06 }, { "score": 0.4134955406188965, "text": "Subject", "probability": 8.633149586884619e-06 }, { "score": 0.2763477563858032, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory.", "probability": 7.526736982258797e-06 }, { "score": 0.22358357906341553, "text": "3. GRANT OF EXCLUSIVITY COMMERCIALIZATION\n\n3.1. Grant of Exclusive Rights. Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 7.1398904627549735e-06 }, { "score": 0.13693177700042725, "text": "3.1. Grant of Exclusive Rights. Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 6.547253395808244e-06 }, { "score": -0.03086090087890625, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra", "probability": 5.5358933589846805e-06 }, { "score": -0.3257880210876465, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing", "probability": 4.12194786636041e-06 }, { "score": -0.72956383228302, "text": "GRANT OF EXCLUSIVITY COMMERCIALIZATION\n\n3.1. Grant of Exclusive Rights. Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 2.752611296619917e-06 }, { "score": -0.9935356378555298, "text": "PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 2.11399224272501e-06 }, { "score": -1.3407584428787231, "text": "Grant of Exclusive Rights. Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 1.4938481071098184e-06 }, { "score": -1.4685478210449219, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 1.3146441685772015e-06 }, { "score": -1.6471786499023438, "text": "Subject to the terms and conditions of this Agreement", "probability": 1.0995876060474874e-06 }, { "score": -1.6752310991287231, "text": ".", "probability": 1.0691701177832363e-06 }, { "score": -1.691086769104004, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory", "probability": 1.0523513976401238e-06 }, { "score": -1.7954702377319336, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 9.480420872185893e-07 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.271818161010742, "probability": 0.9999946658289548 }, { "score": -1.651382565498352, "text": "(d) as otherwise required or permitted by this Agreement", "probability": 8.979009632005473e-07 }, { "score": -1.9287134408950806, "text": "(c) as part of an FDA audit response; or\n\n(d) as otherwise required or permitted by this Agreement", "probability": 6.804326874281392e-07 }, { "score": -2.0175580978393555, "text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "probability": 6.225875393482348e-07 }, { "score": -2.050126552581787, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 6.02637460270173e-07 }, { "score": -2.5602076053619385, "text": "PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit", "probability": 3.618518002358452e-07 }, { "score": -2.5745303630828857, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit", "probability": 3.5670602339501704e-07 }, { "score": -2.852635622024536, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.", "probability": 2.701039053844951e-07 }, { "score": -3.1734108924865723, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense.", "probability": 1.959836915250515e-07 }, { "score": -3.191974401473999, "text": "PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra.", "probability": 1.923791068879131e-07 }, { "score": -3.206296920776367, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra.", "probability": 1.8964339135108646e-07 }, { "score": -3.3391776084899902, "text": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:", "probability": 1.6604597922060288e-07 }, { "score": -3.4740052223205566, "text": "to Integra.", "probability": 1.45102025543348e-07 }, { "score": -3.5912978649139404, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit", "probability": 1.2904284446258684e-07 }, { "score": -3.860363483428955, "text": "(d) as otherwise required or permitted by this Agreement\n\n5.7. Injunctive Relief. The parties expressly acknowledge and agree that any breach or threatened breach of this Section 5 may cause immediate and irreparable harm to the owner of the Confidential Information which may not be adequately compensated by damages. Each party therefore agrees that in the event of such breach or threatened breach and in addition to any remedies available at law, the party that owns the Confidential Information shall have the right to seek equitable and injunctive relief, in connection with such a breach or threatened breach, without posting bond.\n\n5.8. Terms of Agreement Confidential. The parties agree that the terms of this Agreement are confidential and shall not be disclosed by either party to any Third Party (except to a party's professional advisors) without advance written permission of the other party, subject to the following:", "probability": 9.860074903873234e-08 }, { "score": -3.871877431869507, "text": "(b) Bankruptcy.", "probability": 9.747197588622882e-08 }, { "score": -3.9146580696105957, "text": "6.2. Records and Audits. Integra shall keep and maintain accurate records and documentation pertaining to Net Sales of Treated Integra Product in sufficient detail to permit PcoMed to calculate payments due hereunder. Integra shall retain such records and documentation for a period that is consistent with its Records Retention Policy. Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit", "probability": 9.338999990830735e-08 }, { "score": -3.966505527496338, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "probability": 8.867134787069063e-08 }, { "score": -4.137694358825684, "text": "(c) as part of an FDA audit response; or\n\n(d) as otherwise required or permitted by this Agreement\n\n5.7. Injunctive Relief. The parties expressly acknowledge and agree that any breach or threatened breach of this Section 5 may cause immediate and irreparable harm to the owner of the Confidential Information which may not be adequately compensated by damages. Each party therefore agrees that in the event of such breach or threatened breach and in addition to any remedies available at law, the party that owns the Confidential Information shall have the right to seek equitable and injunctive relief, in connection with such a breach or threatened breach, without posting bond.\n\n5.8. Terms of Agreement Confidential. The parties agree that the terms of this Agreement are confidential and shall not be disclosed by either party to any Third Party (except to a party's professional advisors) without advance written permission of the other party, subject to the following:", "probability": 7.472001412238964e-08 }, { "score": -4.190178394317627, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense.", "probability": 7.089954013662477e-08 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Post-Termination Services": [ { "score": 13.291982650756836, "text": "After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 0.7042538775728037 }, { "text": "", "score": 12.379030227661133, "probability": 0.2826435292220532 }, { "score": 9.154186248779297, "text": "After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement", "probability": 0.011238467713203746 }, { "score": 5.859333038330078, "text": "Subject to Section 4.-4(c), upon expiration or termination of this Agreement, the Rights and all rights of either party hereunder shall immediately cease and terminate.\n\n(c) Transition. After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 0.0004166491827123112 }, { "score": 5.550907611846924, "text": "After", "probability": 0.0003060716279334447 }, { "score": 5.067409515380859, "text": "(c) Transition. After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 0.00018873068585703319 }, { "score": 4.956855773925781, "text": "Transition. After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 0.00016897779484708223 }, { "score": 4.850333213806152, "text": "and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 0.00015190339426343123 }, { "score": 4.589265823364258, "text": "After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field,", "probability": 0.0001170004012514626 }, { "score": 4.521138668060303, "text": "early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 0.00010929495196547394 }, { "score": 4.150264263153076, "text": "Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination.\n\n(b) Termination of Rights. Subject to Section 4.-4(c), upon expiration or termination of this Agreement, the Rights and all rights of either party hereunder shall immediately cease and terminate.\n\n(c) Transition. After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 7.542779221241586e-05 }, { "score": 3.8862078189849854, "text": "(a) Obligations Accruing Prior to Termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination.\n\n(b) Termination of Rights. Subject to Section 4.-4(c), upon expiration or termination of this Agreement, the Rights and all rights of either party hereunder shall immediately cease and terminate.\n\n(c) Transition. After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 5.792327905028856e-05 }, { "score": 3.760584592819214, "text": "Any materials or documents which have been furnished by a disclosing party to a receiving party will be promptly returned, accompanied by all copies thereof, or certified as destroyed upon request by the disclosing party following termination of this Agreement, except that a party may retain one copy solely for reference to comply with regulatory or other legal requirements, subject to the obligations of confidentiality herein.", "probability": 5.108526675140058e-05 }, { "score": 3.543722152709961, "text": "After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales", "probability": 4.11257190584758e-05 }, { "score": 3.5361623764038086, "text": "After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field", "probability": 4.081599003810748e-05 }, { "score": 3.298661231994629, "text": "other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 3.218732601087372e-05 }, { "score": 3.2088441848754883, "text": "may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 2.9422383429259982e-05 }, { "score": 3.1176605224609375, "text": "After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra)", "probability": 2.6858223868520245e-05 }, { "score": 3.0981764793395996, "text": "Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 2.6339982192895446e-05 }, { "score": 3.0180375576019287, "text": "and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.", "probability": 2.4311490496681897e-05 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Audit Rights": [ { "score": 13.641094207763672, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.", "probability": 0.29140618774912946 }, { "score": 12.464829444885254, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense.", "probability": 0.08987801528226484 }, { "score": 12.299290657043457, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense.", "probability": 0.07616595494608373 }, { "text": "", "score": 12.266397476196289, "probability": 0.07370137063576726 }, { "score": 12.142983436584473, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra.", "probability": 0.06514446596014843 }, { "score": 11.977444648742676, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra.", "probability": 0.055205830299263785 }, { "score": 11.892827033996582, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit", "probability": 0.050726626706376364 }, { "score": 11.78884220123291, "text": "PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra.", "probability": 0.0457168126330714 }, { "score": 11.727288246154785, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit", "probability": 0.04298761996635969 }, { "score": 11.610487937927246, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra. The results of any such audit shall be the Confidential Information of Integra.", "probability": 0.038248787416994244 }, { "score": 11.53868579864502, "text": "PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit", "probability": 0.035598721310599574 }, { "score": 11.44494915008545, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra. The results of any such audit shall be the Confidential Information of Integra.", "probability": 0.03241343736837027 }, { "score": 11.256346702575684, "text": "PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra. The results of any such audit shall be the Confidential Information of Integra.", "probability": 0.026842075102044803 }, { "score": 11.163674354553223, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.", "probability": 0.024466339498805483 }, { "score": 11.104395866394043, "text": "The results of any such audit shall be the Confidential Information of Integra.", "probability": 0.023058161542829105 }, { "score": 10.43968677520752, "text": "The results of any such audit shall be the Confidential Information of Integra.", "probability": 0.01186165223637316 }, { "score": 9.668760299682617, "text": "to Integra. The results of any such audit shall be the Confidential Information of Integra.", "probability": 0.0054870140573393495 }, { "score": 9.38253402709961, "text": "to Integra.", "probability": 0.004121255901725348 }, { "score": 9.25651741027832, "text": "Integra shall keep and maintain accurate records and documentation pertaining to Net Sales of Treated Integra Product in sufficient detail to permit PcoMed to calculate payments due hereunder. Integra shall retain such records and documentation for a period that is consistent with its Records Retention Policy. Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.", "probability": 0.0036333000159561733 }, { "score": 9.171259880065918, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra", "probability": 0.0033363713704974663 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Uncapped Liability": [ { "score": 13.661983489990234, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.41503543889974565 }, { "score": 13.061949729919434, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.22776858864609267 }, { "score": 12.432840347290039, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.1 (GRANT OF RIGHTS), SECTION 5 (CONFIDENTIALITY PROVISIONS), OR SECTIONS 8.1 AND 8.2 (OWNERSHIP AND LICENSE).", "probability": 0.12141576969421713 }, { "text": "", "score": 12.375163078308105, "probability": 0.11461096723605574 }, { "score": 11.401002883911133, "text": "NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.1 (GRANT OF RIGHTS), SECTION 5 (CONFIDENTIALITY PROVISIONS), OR SECTIONS 8.1 AND 8.2 (OWNERSHIP AND LICENSE).", "probability": 0.04326670084055062 }, { "score": 11.141910552978516, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.03339115266128076 }, { "score": 10.474199295043945, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.01712569070678106 }, { "score": 9.937575340270996, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.", "probability": 0.010013716086064484 }, { "score": 9.519636154174805, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period.", "probability": 0.006593053374357265 }, { "score": 8.797774314880371, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period.", "probability": 0.0032032141782763444 }, { "score": 8.490456581115723, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period. Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment.", "probability": 0.0023556978314212425 }, { "score": 8.104818344116211, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period. Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment.", "probability": 0.001601913361382808 }, { "score": 7.635220527648926, "text": "NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.1 (GRANT OF RIGHTS), SECTION 5 (CONFIDENTIALITY PROVISIONS), OR SECTIONS 8.1 AND 8.2 (OWNERSHIP AND LICENSE).", "probability": 0.0010016022313858945 }, { "score": 7.076746940612793, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING,", "probability": 0.000572998237691852 }, { "score": 6.891327381134033, "text": "Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment.", "probability": 0.00047602152873800897 }, { "score": 6.672130584716797, "text": "Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment.", "probability": 0.0003823231851069273 }, { "score": 6.533514976501465, "text": "The parties expressly acknowledge and agree that any breach or threatened breach of this Section 5 may cause immediate and irreparable harm to the owner of the Confidential Information which may not be adequately compensated by damages.", "probability": 0.0003328362665496807 }, { "score": 6.461999893188477, "text": "9.1. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00030986465138555484 }, { "score": 6.365771770477295, "text": "Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.0002814366762143116 }, { "score": 6.2904372215271, "text": "Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00026101370670187426 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Cap On Liability": [ { "score": 13.918039321899414, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.6820326744786847 }, { "text": "", "score": 12.193885803222656, "probability": 0.12162275084685112 }, { "score": 11.708938598632812, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period.", "probability": 0.07488674033097222 }, { "score": 11.053592681884766, "text": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.03888586925772362 }, { "score": 10.857401847839355, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period.", "probability": 0.03195856092251426 }, { "score": 10.45706844329834, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period. Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment.", "probability": 0.021415322872538712 }, { "score": 10.20028305053711, "text": "NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.1 (GRANT OF RIGHTS), SECTION 5 (CONFIDENTIALITY PROVISIONS), OR SECTIONS 8.1 AND 8.2 (OWNERSHIP AND LICENSE).", "probability": 0.016565484688628628 }, { "score": 9.050020217895508, "text": "Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment.", "probability": 0.0052438631154691885 }, { "score": 8.954131126403809, "text": "Integra may offset all costs and expenses covered under (i) above against the Fees as provided in Section 2.2 (c) as its sole and exclusive remedy for the recovery of such costs and expenses.", "probability": 0.004764389327605413 }, { "score": 7.385937213897705, "text": "Integra may offset all costs and expenses covered under (i) above against the Fees as provided in Section 2.2 (c) as its sole and exclusive remedy for the recovery of such costs and expenses.", "probability": 0.0009930000729099083 }, { "score": 6.609594821929932, "text": "PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.1 (GRANT OF RIGHTS), SECTION 5 (CONFIDENTIALITY PROVISIONS), OR SECTIONS 8.1 AND 8.2 (OWNERSHIP AND LICENSE).", "probability": 0.0004568651841448062 }, { "score": 6.085718154907227, "text": "Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00027056481420573424 }, { "score": 5.620340347290039, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period", "probability": 0.00016988706127967404 }, { "score": 5.232101917266846, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period", "probability": 0.00011522600271900067 }, { "score": 5.221755027770996, "text": "NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.1 (GRANT OF RIGHTS), SECTION 5 (CONFIDENTIALITY PROVISIONS), OR SECTIONS 8.1 AND 8.2 (OWNERSHIP AND LICENSE).", "probability": 0.00011403991872347751 }, { "score": 5.1953935623168945, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period. Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment", "probability": 0.00011107293814127225 }, { "score": 5.129580974578857, "text": "9. LIMITATION OF LIABILITY.\n\n9.1. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00010399829431090535 }, { "score": 5.08381986618042, "text": "In the event that Integra fails to satisfy the Minimum Payment for any Minimum Payment Period, PcoMed may, at its sole election, give notice, as set forth in Section 3.2, for conversion of Integra's exclusive arrangement under Section 3.1 to a non-exclusive arrangement. PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period.", "probability": 9.934646526478536e-05 }, { "score": 5.064762115478516, "text": "LIMITATION OF LIABILITY.\n\n9.1. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 9.747107224419857e-05 }, { "score": 5.016432285308838, "text": "ITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 9.287233506833361e-05 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Liquidated Damages": [ { "score": 12.383089065551758, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.2436481625445104 }, { "score": 12.261138916015625, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.21567552482191366 }, { "text": "", "score": 12.115434646606445, "probability": 0.18643279189135778 }, { "score": 11.489858627319336, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.0997328179351004 }, { "score": 10.856366157531738, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.052931695586689934 }, { "score": 10.837230682373047, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.05192845182637058 }, { "score": 10.15750503540039, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.026315054707129845 }, { "score": 10.115330696105957, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.025228312063234337 }, { "score": 9.642695426940918, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.01572625469576785 }, { "score": 9.502835273742676, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.013673661115817753 }, { "score": 9.485580444335938, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.013439748292357667 }, { "score": 9.453583717346191, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.013016527285793613 }, { "score": 8.820091247558594, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.006908326408021666 }, { "score": 8.805854797363281, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.0068106731305215915 }, { "score": 8.801668167114258, "text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.006782218965472927 }, { "score": 8.70916748046875, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.", "probability": 0.006183000322930748 }, { "score": 8.562051773071289, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of Partially Treated Integra Product, not at the time of PcoMed's production of the Partially Treated Integra Product.", "probability": 0.005337129360072446 }, { "score": 8.143317222595215, "text": "Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of Partially Treated Integra Product, not at the time of PcoMed's production of the Partially Treated Integra Product.\n\n(c) Fee Adjustment. The Fees may be subject to reduction according to the provisions of Sections 8.5 and 10.1.", "probability": 0.003511184289310566 }, { "score": 8.121942520141602, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates", "probability": 0.0034369301767151824 }, { "score": 8.075675010681152, "text": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.", "probability": 0.0032815345809114327 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.832735061645508, "probability": 0.8733957865542624 }, { "score": 9.787677764892578, "text": "Such acceptance shall be issued in the form of Attachment C by Integra within ten (10) business days of receipt by Integra or its Affiliates of product (and related quality and testing documentation) meeting specifications mutually agreed upon by Integra and PcoMed.", "probability": 0.11299363843576385 }, { "score": 6.873596668243408, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 0.006130341288065531 }, { "score": 6.222728729248047, "text": "Such acceptance shall be issued in the form of Attachment C by Integra within ten (10) business days of receipt by Integra or its Affiliates of product (and related quality and testing documentation) meeting specifications mutually agreed upon by Integra and PcoMed.", "probability": 0.003197542303152309 }, { "score": 5.62711238861084, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense.", "probability": 0.001762557966252252 }, { "score": 4.848651885986328, "text": "Such acceptance shall be issued in the form of Attachment C by Integra within ten (10) business days of receipt by Integra or its Affiliates of product (and related quality and testing documentation) meeting specifications mutually agreed upon by Integra and PcoMed", "probability": 0.0008092119882907192 }, { "score": 4.012575149536133, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period,", "probability": 0.0003507185969141495 }, { "score": 3.9327430725097656, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense.", "probability": 0.0003238084401042467 }, { "score": 3.3020856380462646, "text": "\"Non-Treated Integra Product\" means an Integra Product that does not utilize or embody, in whole or in part, the PcoMed Surface Modification Technology.\n\n1.19. \"Notice of Initial Acceptance of First Product Order\" means Integra's acceptance of the Treated Integra Product or Partially Treated Integra Product pursuant to the First Product Order. Such acceptance shall be issued in the form of Attachment C by Integra within ten (10) business days of receipt by Integra or its Affiliates of product (and related quality and testing documentation) meeting specifications mutually agreed upon by Integra and PcoMed.", "probability": 0.00017234437790921326 }, { "score": 3.2663307189941406, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products", "probability": 0.00016629108106857977 }, { "score": 3.2272701263427734, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.\n\n3.3. Exclusive Coating. Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance.", "probability": 0.0001599208748190301 }, { "score": 3.102193593978882, "text": "Such", "probability": 0.0001411188761119428 }, { "score": 2.6043946743011475, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra. The results of any such audit shall be the Confidential Information of Integra. To the extent that such audit reveals any underpayments by Integra, Integra shall pay to PcoMed the amount of shortfall within 60 days from the date on which the parties actually agreed on the amount of the shortfall, or, in the event the parties do not reach agreement on the shortfall, the date a court issues a judgment finally resolving the matter.", "probability": 8.578152941964666e-05 }, { "score": 2.5925092697143555, "text": "\"Notice of Initial Acceptance of First Product Order\" means Integra's acceptance of the Treated Integra Product or Partially Treated Integra Product pursuant to the First Product Order. Such acceptance shall be issued in the form of Attachment C by Integra within ten (10) business days of receipt by Integra or its Affiliates of product (and related quality and testing documentation) meeting specifications mutually agreed upon by Integra and PcoMed.", "probability": 8.476801617485659e-05 }, { "score": 2.388319492340088, "text": "\"Territory\" means worldwide, during the thirty six (36) month period following Notice of Initial Acceptance of First Product Order.", "probability": 6.911201033031162e-05 }, { "score": 1.8730746507644653, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit", "probability": 4.1284357902839574e-05 }, { "score": 1.8511614799499512, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense.", "probability": 4.0389526816277555e-05 }, { "score": 1.6740820407867432, "text": "If", "probability": 3.38348411548965e-05 }, { "score": 1.2161589860916138, "text": "by Integra within ten (10) business days of receipt by Integra or its Affiliates of product (and related quality and testing documentation) meeting specifications mutually agreed upon by Integra and PcoMed.", "probability": 2.1403790238212278e-05 }, { "score": 1.1555542945861816, "text": "Such acceptance shall be issued in the form of Attachment C", "probability": 2.014514524862058e-05 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Insurance": [ { "text": "", "score": 12.223535537719727, "probability": 0.9999655940801312 }, { "score": 1.6612169742584229, "text": "(iv) shipping insurance costs and prepaid transportation and/or freight charges.", "probability": 2.5871903889746275e-05 }, { "score": 0.013289153575897217, "text": "shipping insurance costs and prepaid transportation and/or freight charges.", "probability": 4.9790034835517625e-06 }, { "score": -2.1984400749206543, "text": "(iv) shipping insurance costs and prepaid transportation and/or freight charges. Net Sales shall exclude any amounts Integra or its Affiliates receive for Treated Integra Product or Partially Treated Integra Product that are used for clinical trials required or reasonably deemed to be desirable for Regulatory Approval or additional product indications in any country.", "probability": 5.452562228170142e-07 }, { "score": -2.2323737144470215, "text": "(iv) shipping insurance costs and prepaid transportation and/or freight charges", "probability": 5.270641027642055e-07 }, { "score": -2.412661552429199, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.", "probability": 4.4011424471338754e-07 }, { "score": -2.977726936340332, "text": "; (iv) shipping insurance costs and prepaid transportation and/or freight charges.", "probability": 2.501270418964406e-07 }, { "score": -3.002119302749634, "text": "PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra.", "probability": 2.44099661327686e-07 }, { "score": -3.1762211322784424, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense.", "probability": 2.0509530231175443e-07 }, { "score": -3.252659320831299, "text": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra.", "probability": 1.9000237496223852e-07 }, { "score": -3.3724443912506104, "text": "prepaid transportation and/or freight charges.", "probability": 1.6855321255724862e-07 }, { "score": -3.4985618591308594, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense.", "probability": 1.4858156007744837e-07 }, { "score": -3.575000047683716, "text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra.", "probability": 1.3764746911363923e-07 }, { "score": -3.606508255004883, "text": "to Integra.", "probability": 1.3337805806881049e-07 }, { "score": -3.846367835998535, "text": "shipping insurance costs and prepaid transportation and/or freight charges. Net Sales shall exclude any amounts Integra or its Affiliates receive for Treated Integra Product or Partially Treated Integra Product that are used for clinical trials required or reasonably deemed to be desirable for Regulatory Approval or additional product indications in any country.", "probability": 1.049336301734945e-07 }, { "score": -3.8803014755249023, "text": "shipping insurance costs and prepaid transportation and/or freight charges", "probability": 1.0143258769509646e-07 }, { "score": -3.9367220401763916, "text": "iv) shipping insurance costs and prepaid transportation and/or freight charges.", "probability": 9.586815408402643e-08 }, { "score": -3.979755163192749, "text": "insurance costs and prepaid transportation and/or freight charges.", "probability": 9.183015499968832e-08 }, { "score": -4.025778770446777, "text": ") shipping insurance costs and prepaid transportation and/or freight charges.", "probability": 8.769958104845403e-08 }, { "score": -4.076897621154785, "text": "(iv) shipping insurance costs and prepaid transportation and/or freight charges. Net Sales shall exclude any amounts Integra or its Affiliates receive for Treated Integra Product or Partially Treated Integra Product that are used for clinical trials required or reasonably deemed to be desirable for Regulatory Approval or additional product indications in any country.\n\n1.18. \"Non-Treated Integra Product\" means an Integra Product that does not utilize or embody, in whole or in part, the PcoMed Surface Modification Technology.", "probability": 8.332913696949342e-08 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.09545612335205, "probability": 0.9742111215053324 }, { "score": 6.768460273742676, "text": "If Integra does not have standing without PcoMed joining the action, PcoMed shall join the action at Integra's expense.", "probability": 0.004733345222525189 }, { "score": 6.627408981323242, "text": "PcoMed shall indemnify and defend Integra and its Affiliates, and the directors, officers, members, employees, counsel , agents and representatives of Integra and its Affiliates, and the successors and assigns of any of the foregoing (the \"Integra Indemnitees\"), and hold the Integra Indemnitees harmless from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, costs or expenses (including interest and penalties and reasonable attorneys' fees and professional fees and expenses of litigation) (collectively, \"Claims\") arising out of, in connection with, or resulting from any and all claims incurred by or asserted against Integra Indemnitees for (i) infringement of any patent or other proprietary rights arising solely from or occurring as a result of the manufacture, sale, offer to sell, importation and/or use of PcoMed Surface Modification Technology; (ii) any and all breaches of the representations and warranties of this Agreement by PcoMed; and (iii) product defects or liability associated with the PcoMed Surface Modification Technology.", "probability": 0.004110648883804183 }, { "score": 6.423951625823975, "text": "Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 0.003353898967025466 }, { "score": 6.386045455932617, "text": "No unnamed inventor has any valid claim to any rights to the inventions contained in the PcoMed Surface Modification Technology and all named inventors are properly named as such.", "probability": 0.0032291449148008256 }, { "score": 6.154758453369141, "text": "If PcoMed does not notify Integra of its desire to take action within ninety (90) days after written request by Integra to do so, or PcoMed agrees to take action and fails to resolve or bring suit to enforce any suspected or actual infringement, misappropriation or other unauthorized use within six months thereafter, then Integra may, but shall be under no obligation to, and at its own cost, require PcoMed to take such enforcement action as Integra deems necessary.", "probability": 0.0025623642497745085 }, { "score": 5.884622097015381, "text": "No unnamed inventor has any valid claim to any rights to the inventions contained in the PcoMed Surface Modification Technology and all named inventors are properly named as such.\n\n(b) No Asserted Infringement. To PcoMed's knowledge after diligent investigation, (i) the PcoMed Surface Modification Technology does not include any trade secret, confidential information, or know-how of such Third Party that has been misappropriated or improperly used or disclosed, or (ii) the application of the PcoMed Surface Modification Technology to Integra Products or the offer, Sale and use of Treated Integra Products or Partially Treated Integra Products will not infringe a Third Party's patent rights because of the PcoMed Surface Modification Technology being applied thereto or practiced thereby.", "probability": 0.001955789622775133 }, { "score": 5.465317726135254, "text": "No unnamed inventor has any valid claim to any rights to the inventions contained in the PcoMed Surface Modification Technology and all named inventors are properly named as such.", "probability": 0.0012859395778275578 }, { "score": 5.313577651977539, "text": "To PcoMed's knowledge after diligent investigation, (i) the PcoMed Surface Modification Technology does not include any trade secret, confidential information, or know-how of such Third Party that has been misappropriated or improperly used or disclosed, or (ii) the application of the PcoMed Surface Modification Technology to Integra Products or the offer, Sale and use of Treated Integra Products or Partially Treated Integra Products will not infringe a Third Party's patent rights because of the PcoMed Surface Modification Technology being applied thereto or practiced thereby.", "probability": 0.0011048941803246278 }, { "score": 4.741688251495361, "text": "PcoMed shall notify Integra of its intent to take any such action. If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra. (iii) Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense.", "probability": 0.000623666296748803 }, { "score": 4.623190402984619, "text": "There is no suit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to Integra's knowledge, threatened against (i) Integra's consummation of the transactions described herein, or (ii) Integra respecting the Integra Technology.", "probability": 0.000553973912318719 }, { "score": 4.070796489715576, "text": "PcoMed shall indemnify and defend Integra and its Affiliates, and the directors, officers, members, employees, counsel , agents and representatives of Integra and its Affiliates, and the successors and assigns of any of the foregoing (the \"Integra Indemnitees\"), and hold the Integra Indemnitees harmless from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, costs or expenses (including interest and penalties and reasonable attorneys' fees and professional fees and expenses of litigation) (collectively, \"Claims\") arising out of, in connection with, or resulting from any and all claims incurred by or asserted against Integra Indemnitees for (i) infringement of any patent or other proprietary rights arising solely from or occurring as a result of the manufacture, sale, offer to sell, importation and/or use of PcoMed Surface Modification Technology; (ii) any and all breaches of the representations and warranties of this Agreement by PcoMed; and (iii) product defects or liability associated with the PcoMed Surface Modification Technology", "probability": 0.00031885092783278676 }, { "score": 3.924290895462036, "text": "Integra shall have the sole right, but shall be under no obligation, to take any action to enforce any suspected or actual infringement, misappropriation or other unauthorized use of Intellectual Property Rights relating to Treated Integra Products or Partially Treated Integra Products where such infringement, misappropriation or other unauthorized use does not relate exclusively to the PcoMed Technology. If Integra does not have standing without PcoMed joining the action, PcoMed shall join the action at Integra's expense.", "probability": 0.00027539821049626885 }, { "score": 3.916346311569214, "text": "There is no suit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to PcoMed's knowledge, threatened against (i) PcoMed's consummation of the transactions described herein, or (ii) PcoMed respecting the PcoMed Surface Modification Technology.", "probability": 0.00027321895441266173 }, { "score": 3.8904881477355957, "text": "No unnamed inventor has any valid claim to any rights to the inventions contained in the Integra Technology and all named inventors are properly named as such.\n\n(b) No Asserted Infringement. To Integra's knowledge after diligent investigation, (i) the Integra Technology does not include any trade secret, confidential information, or know-how of such Third Party that has been misappropriated or improperly used or disclosed and, (ii) to the best of Integra's knowledge, the Sale of Treated Integra Products or Partially Treated Integra Products will not infringe any currently known Third Party patent rights.\n\n(c) No Litigation. There is no suit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to Integra's knowledge, threatened against (i) Integra's consummation of the transactions described herein, or (ii) Integra respecting the Integra Technology.", "probability": 0.0002662445748623273 }, { "score": 3.835588216781616, "text": "There is no suit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to PcoMed's knowledge, threatened against (i) PcoMed's consummation of the transactions described herein, or (ii) PcoMed respecting the PcoMed Surface Modification Technology. To PcoMed's knowledge, there are no claims, judgments or settlements involving PcoMed and relating to the PcoMed Surface Modification Technology or the manufacture, use or Sale of any products using the PcoMed Surface Modification Technology, and no pending claims, litigation or proceedings against PcoMed relating to the PcoMed Surface Modification Technology, PcoMed Technology or the manufacture, use or Sale of products using the PcoMed Surface Modification Technology.", "probability": 0.00025202175414508856 }, { "score": 3.830193042755127, "text": "There is no suit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to Integra's knowledge, threatened against (i) Integra's consummation of the transactions described herein, or (ii) Integra respecting the Integra Technology. To Integra's knowledge, there are no claims, judgments or settlements involving Integra and relating to the Integra Technology or the manufacture, use or Sale of any products using the Integra Technology, and no pending claims, litigation or proceedings against Integra relating to the Integra Technology or the manufacture, use or Sale of products using the Integra Technology.", "probability": 0.00025066571424791896 }, { "score": 3.7415146827697754, "text": "Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense. (iv) If PcoMed does not notify Integra of its desire to take action within ninety (90) days after written request by Integra to do so, or PcoMed agrees to take action and fails to resolve or bring suit to enforce any suspected or actual infringement, misappropriation or other unauthorized use within six months thereafter, then Integra may, but shall be under no obligation to, and at its own cost, require PcoMed to take such enforcement action as Integra deems necessary.", "probability": 0.0002293941896126883 }, { "score": 3.6918866634368896, "text": "If PcoMed does not notify Integra of its desire to take action within ninety (90) days after written request by Integra to do so, or PcoMed agrees to take action and fails to resolve or bring suit to enforce any suspected or actual infringement, misappropriation or other unauthorized use within six months thereafter, then Integra may, but shall be under no obligation to, and at its own cost, require PcoMed to take such enforcement action as Integra deems necessary", "probability": 0.0002182876866680754 }, { "score": 3.559030055999756, "text": "In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the PcoMed Surface Modification Technology shall be brought against Integra as a result of any enforcement action taken by Integra, Integra shall be responsible for defending such action; provided, however, that within thirty (30) days after commencement of such action, PcoMed shall have the right to intervene and take over the sole defense of the action at its own expense.", "probability": 0.0001911306544645976 } ], "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.116920471191406, "probability": 0.9643116317702227 }, { "score": 8.215107917785645, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.01948416254577959 }, { "score": 7.585122585296631, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.010377257428788974 }, { "score": 6.623424053192139, "text": "This Agreement shall be binding upon and shall inure to the benefit of PcoMed and Integra, and their successors and assigns.", "probability": 0.0039666348636188216 }, { "score": 4.188549041748047, "text": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "probability": 0.00034751170968771815 }, { "score": 4.017385005950928, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology", "probability": 0.00029284232539446064 }, { "score": 3.986020088195801, "text": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 0.0002837998987123665 }, { "score": 3.6257803440093994, "text": "Except as otherwise expressly provided in this Agreement, this Agreement shall be binding upon, inures to the benefit of, and is enforceable by, the parties and their respective heirs, legal representatives, successors and permitted assigns.\n\n12.10. Construction. This Agreement has been prepared, examined, negotiated and revised by each party and their respective attorneys, and no implication shall be drawn and no provision shall be construed against any party to this Agreement by virtue of the purported identity of the drafter of this Agreement or any portion thereof.\n\n12.11. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall constitute one and the same instrument.\n\n12.12. Assignment. This Agreement shall be binding upon and shall inure to the benefit of PcoMed and Integra, and their successors and assigns.", "probability": 0.00019795300690103506 }, { "score": 3.2403907775878906, "text": "This Agreement shall be binding upon and shall inure to the benefit of PcoMed and Integra, and their successors and assigns", "probability": 0.00013464478617858638 }, { "score": 3.0655722618103027, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 0.00011304902582052025 }, { "score": 2.690073013305664, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .\n\n1.28. \"Third Party\" means any entity or person other than (i) Integra and its Affiliates, or (ii) PcoMed and its Affiliates.", "probability": 7.765860280310753e-05 }, { "score": 2.605252981185913, "text": "In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .", "probability": 7.13432189967223e-05 }, { "score": 2.464082717895508, "text": "Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 6.195027440519017e-05 }, { "score": 2.27175235748291, "text": "\"Third Party\" means any entity or person other than (i) Integra and its Affiliates, or (ii) PcoMed and its Affiliates.", "probability": 5.1111099098372675e-05 }, { "score": 2.1561737060546875, "text": "Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology", "probability": 4.553234833132528e-05 }, { "score": 2.0648186206817627, "text": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "probability": 4.1557081513362414e-05 }, { "score": 2.0059468746185303, "text": "If it becomes necessary for Integra to settle a Third Party patent infringement suit covered by Section 10.1 (i), solely because of any action or omission of PcoMed or because of Third Party claims against PcoMed Surface Modification Technology and/or such settlement involves obtaining a license from a Third Party, in order to make, have made, import, export, use, offer for Sale, or Sell a Treated Integra Product or a Partially Treated Integra Product in the Field, then Integra may offset, dollar for dollar, against Fees up to *** percent (***%) of Integra's reasonable, out-of-pocket expenses, costs, fees (including reasonable attorneys' fees), and other consideration related to the investigation, negotiation and settlement paid by Integra to such Third Party to obtain such settlement or license with respect to the PcoMed Surface Modification Technology.", "probability": 3.918116686572465e-05 }, { "score": 1.9347267150878906, "text": "Neither", "probability": 3.648772981869478e-05 }, { "score": 1.9058210849761963, "text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period. Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment. 3. GRANT OF EXCLUSIVITY COMMERCIALIZATION\n\n3.1. Grant of Exclusive Rights. Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 3.544812657479491e-05 }, { "score": 1.747015118598938, "text": "PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology.", "probability": 3.02429904883109e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Document Name": [ { "score": 13.9374418258667, "text": "Outsource Technology Development Agreement", "probability": 0.23548822226543278 }, { "score": 13.61170768737793, "text": "OUTSOURCE TECHNOLOGY DEVELOPMENT AGREEMENT This Outsource Technology Development Agreement", "probability": 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The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.0002907965412953084 }, { "score": 7.503300189971924, "text": "The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term", "probability": 0.0002538844596208704 }, { "score": 6.834799766540527, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. 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Either party may terminate this Agreement prior to expiration of the Term", "probability": 2.58975987048203e-05 }, { "score": 4.161852836608887, "text": "one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "probability": 2.0123947950277476e-05 }, { "score": 4.091377258300781, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 1.8754523335234737e-05 }, { "score": 4.027928352355957, "text": "For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\".", "probability": 1.760153408071676e-05 }, { "score": 3.7530698776245117, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination,", "probability": 1.3371526888735063e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Notice Period To Terminate Renewal": [ { "score": 14.861611366271973, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "probability": 0.9449011769865584 }, { "text": "", "score": 11.678831100463867, "probability": 0.03918523750473143 }, { "score": 10.0335111618042, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof", "probability": 0.00756082372765398 }, { "score": 9.953109741210938, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.006976718814355649 }, { "score": 6.965052604675293, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if:", "probability": 0.0003515236052628652 }, { "score": 6.722799301147461, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "probability": 0.0002758958836144126 }, { "score": 6.325741291046143, "text": "Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "probability": 0.00018548342986130013 }, { "score": 5.9278106689453125, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice,", "probability": 0.00012459082014786363 }, { "score": 5.876283645629883, "text": "The", "probability": 0.00011833361791833436 }, { "score": 5.840900421142578, "text": ".", "probability": 0.00011421980217387982 }, { "score": 5.146693229675293, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\".", "probability": 5.704939604253957e-05 }, { "score": 4.504594802856445, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either", "probability": 3.001865623789112e-05 }, { "score": 4.227465629577637, "text": "one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "probability": 2.2752838109814834e-05 }, { "score": 4.170759201049805, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term", "probability": 2.1498506361624468e-05 }, { "score": 3.939167022705078, "text": "The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "probability": 1.705411089405391e-05 }, { "score": 3.9366064071655273, "text": "unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "probability": 1.7010497734782102e-05 }, { "score": 3.705507278442383, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if", "probability": 1.3500565028892743e-05 }, { "score": 3.511826753616333, "text": "thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "probability": 1.1123400180756036e-05 }, { "score": 3.2355780601501465, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 8.438481035116558e-06 }, { "score": 3.1242380142211914, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 here", "probability": 7.549356096101698e-06 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Governing Law": [ { "score": 15.85842514038086, "text": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "probability": 0.5978705975448766 }, { "score": 15.414886474609375, "text": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "probability": 0.3836902830911608 }, { "text": "", "score": 12.217001914978027, "probability": 0.015673182221537213 }, { "score": 9.424381256103516, "text": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles", "probability": 0.0009601463619195587 }, { "score": 8.945202827453613, "text": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles. It is hereby irrevocably agreed that legal jurisdiction and venue for any proceeding arising out of this Agreement shall be in the state or federal courts located in the County of Monroe, State of New York, United States.", "probability": 0.000594610937149181 }, { "score": 8.004980087280273, "text": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles", "probability": 0.00023221985280780786 }, { "score": 7.9349870681762695, "text": "This Agreement shall be governed in accordance with the laws of the State of New York", "probability": 0.00021652186712882847 }, { "score": 7.870000839233398, "text": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles. It is hereby irrevocably agreed that legal jurisdiction and venue for any proceeding arising out of this Agreement shall be in the state or federal courts located in the County of Monroe, State of New York, United States", "probability": 0.000202898390902244 }, { "score": 7.211918354034424, "text": "9.10. Governing Law; Jurisdiction. This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "probability": 0.00010506958354580248 }, { "score": 7.079095363616943, "text": "This Agreement shall be governed in accordance with the laws of the State of New York", "probability": 9.200103626055481e-05 }, { "score": 6.693696975708008, "text": ".", "probability": 6.257722867712915e-05 }, { "score": 6.504072189331055, "text": "9.10. Governing Law; Jurisdiction. This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "probability": 5.1768231333405485e-05 }, { "score": 6.430306911468506, "text": "Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "probability": 4.808697683298717e-05 }, { "score": 6.176880836486816, "text": "This", "probability": 3.732208764880009e-05 }, { "score": 6.15033483505249, "text": ".", "probability": 3.6344370117031956e-05 }, { "score": 6.116349220275879, "text": "This", "probability": 3.5129937857490936e-05 }, { "score": 5.892051696777344, "text": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles. It is hereby irrevocably agreed that legal jurisdiction and venue for any proceeding arising out of this Agreement shall be in the state or federal courts located in the County of Monroe, State of New York, United States. 9.11. Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement between the parties with respect to the transactions described herein, and supersede all prior agreements, written or oral, with respect thereto, provided, however, that notwithstanding any provision herein, the NDA shall remain in full force and effect.", "probability": 2.8071537814235315e-05 }, { "score": 5.705350399017334, "text": "Governing Law; Jurisdiction. This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "probability": 2.3290717161179803e-05 }, { "score": 5.64572286605835, "text": "shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "probability": 2.1942542736232344e-05 }, { "score": 5.4440765380859375, "text": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles. It", "probability": 1.7935482532816513e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Most Favored Nation": [ { "text": "", "score": 12.074493408203125, "probability": 0.9982781431409439 }, { "score": 4.7563371658325195, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.000662241951382318 }, { "score": 4.432108402252197, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.00047885709425710035 }, { "score": 4.168325901031494, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.00036782957144953945 }, { "score": 2.6728343963623047, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 8.244473624337512e-05 }, { "score": 2.039186954498291, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 4.3749525336835743e-05 }, { "score": 1.547102928161621, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS", "probability": 2.674631580562689e-05 }, { "score": 0.8470556735992432, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"),", "probability": 1.3281199747527633e-05 }, { "score": 0.37415170669555664, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 8.276709743901422e-06 }, { "score": 0.16645359992980957, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 6.724431648838067e-06 }, { "score": 0.09654974937438965, "text": "The", "probability": 6.270421380306376e-06 }, { "score": -0.3183436393737793, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term here", "probability": 4.141053273750768e-06 }, { "score": -0.34986257553100586, "text": "As", "probability": 4.012567189135057e-06 }, { "score": -0.6907873153686523, "text": "The", "probability": 2.8533863828529482e-06 }, { "score": -0.7440333366394043, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS", "probability": 2.705428938439794e-06 }, { "score": -0.754547119140625, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License", "probability": 2.677133652892923e-06 }, { "score": -0.7991346120834351, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 2.5603889914137943e-06 }, { "score": -0.8980182409286499, "text": "Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 2.319323545332287e-06 }, { "score": -0.9245710372924805, "text": "1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 2.258549451297127e-06 }, { "score": -1.0937254428863525, "text": "Upon the expiration or termination of this Agreement,", "probability": 1.9070706352495855e-06 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Compete": [ { "score": 12.05272102355957, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "probability": 0.4992582509743768 }, { "text": "", "score": 11.779020309448242, "probability": 0.3797156885975122 }, { "score": 10.187339782714844, "text": "Developer agrees that it will not at any time", "probability": 0.077303733870344 }, { "score": 9.372323989868164, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or", "probability": 0.03421713237269745 }, { "score": 7.299461841583252, "text": "Developer agrees that it will not at any", "probability": 0.004305375322136584 }, { "score": 6.491540431976318, "text": "Developer agrees that it will not", "probability": 0.0019192661651222037 }, { "score": 5.525235652923584, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein", "probability": 0.0007302547217946206 }, { "score": 4.913104057312012, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements.", "probability": 0.0003959396543482585 }, { "score": 4.653336524963379, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest", "probability": 0.00030536087664315717 }, { "score": 4.59016227722168, "text": "(i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "probability": 0.0002866666468760676 }, { "score": 4.536065578460693, "text": "Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder. Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "probability": 0.0002715709232720763 }, { "score": 4.426183700561523, "text": "Developer", "probability": 0.00024331124195880256 }, { "score": 4.342920780181885, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 0.00022387291217875274 }, { "score": 4.159243106842041, "text": "Developer agrees that it will not at any time (i) do or cause to be done", "probability": 0.00018630793348526668 }, { "score": 4.099946975708008, "text": "Developer agrees that it will", "probability": 0.00017558174712287855 }, { "score": 3.973970651626587, "text": "(ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "probability": 0.00015479914005615125 }, { "score": 3.4694957733154297, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 9.347121497224447e-05 }, { "score": 3.2857184410095215, "text": "3.1. Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder. Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "probability": 7.777936738693132e-05 }, { "score": 3.159965991973877, "text": "Developer agrees that it will not at", "probability": 6.858842209034597e-05 }, { "score": 3.13724946975708, "text": "3. Proprietary Rights. 3.1. Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder. Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "probability": 6.704789562520338e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Exclusivity": [ { "text": "", "score": 12.183682441711426, "probability": 0.999976668037879 }, { "score": 0.45785844326019287, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 8.082192843851268e-06 }, { "score": 0.22493386268615723, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 6.402820822030919e-06 }, { "score": -0.1853947639465332, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 4.247837458200032e-06 }, { "score": -1.4798778295516968, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose.", "probability": 1.164075202832654e-06 }, { "score": -2.383917808532715, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 4.713694844212761e-07 }, { "score": -2.4823179244995117, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS", "probability": 4.271956643073318e-07 }, { "score": -2.5229263305664062, "text": "Upon the expiration or termination of this Agreement,", "probability": 4.101954413890428e-07 }, { "score": -2.7246055603027344, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 3.352761439940916e-07 }, { "score": -2.7749099731445312, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 3.1882746355217566e-07 }, { "score": -2.9021787643432617, "text": "Subject", "probability": 2.807266159135605e-07 }, { "score": -3.021852493286133, "text": "Subject", "probability": 2.490634217147719e-07 }, { "score": -3.102332592010498, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License", "probability": 2.298041606989195e-07 }, { "score": -3.4807052612304688, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS", "probability": 1.5741014724192924e-07 }, { "score": -3.8721420764923096, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 1.0642260278196582e-07 }, { "score": -3.952022075653076, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License", "probability": 9.825223389617093e-08 }, { "score": -4.025913715362549, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 9.125395624552746e-08 }, { "score": -4.065088272094727, "text": "Technology Development Services License\").", "probability": 8.774823874881269e-08 }, { "score": -4.082216739654541, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 8.625804469138743e-08 }, { "score": -4.094181060791016, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement,", "probability": 8.523217489922749e-08 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.096953392028809, "probability": 0.9920271897906897 }, { "score": 6.462639808654785, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose.", "probability": 0.0035446411670799734 }, { "score": 5.447997570037842, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 0.0012850462295216343 }, { "score": 5.411345481872559, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 0.001238799302183272 }, { "score": 5.018554210662842, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 0.0008363997039430057 }, { "score": 4.089761257171631, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter", "probability": 0.000330403177951356 }, { "score": 3.3845324516296387, "text": "Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 0.00016321769380163955 }, { "score": 3.02939772605896, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter", "probability": 0.00011442849487264317 }, { "score": 2.6414945125579834, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder,", "probability": 7.76372172135559e-05 }, { "score": 2.6324527263641357, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 7.693840212403813e-05 }, { "score": 2.220144033432007, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 5.094244348772431e-05 }, { "score": 2.1702990531921387, "text": "Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose.", "probability": 4.8465463723739534e-05 }, { "score": 2.06294846534729, "text": "Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter", "probability": 4.353219887375169e-05 }, { "score": 2.0173563957214355, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 4.159203982709565e-05 }, { "score": 1.6553541421890259, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to", "probability": 2.8959738712396102e-05 }, { "score": 1.3048303127288818, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose", "probability": 2.039689565823494e-05 }, { "score": 1.2502121925354004, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose,", "probability": 1.9312732539411994e-05 }, { "score": 1.1654691696166992, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder", "probability": 1.774354118041723e-05 }, { "score": 1.1556569337844849, "text": "Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 1.7570288756735516e-05 }, { "score": 1.1098425388336182, "text": "Developer", "probability": 1.678347785965181e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.841201782226562, "probability": 0.9983029413737752 }, { "score": 5.088484764099121, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.0011657209777174611 }, { "score": 3.474189281463623, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 0.00023201442743204636 }, { "score": 2.1167373657226562, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 5.970093256906395e-05 }, { "score": 1.9704614877700806, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter", "probability": 5.1576789904763895e-05 }, { "score": 1.6147300004959106, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 3.613783133287419e-05 }, { "score": 1.1736077070236206, "text": "Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 2.3247973861635783e-05 }, { "score": 1.0155370235443115, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License", "probability": 1.9848874375880233e-05 }, { "score": 0.9092047810554504, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 1.7846636454205746e-05 }, { "score": 0.9086604118347168, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 1.7836923938463616e-05 }, { "score": 0.833573579788208, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS", "probability": 1.6546653157909815e-05 }, { "score": 0.5553150177001953, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder,", "probability": 1.2527488290860547e-05 }, { "score": 0.09018993377685547, "text": "Subject", "probability": 7.867970957111988e-06 }, { "score": 0.07135510444641113, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder", "probability": 7.721165930674463e-06 }, { "score": -0.06535768508911133, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "probability": 6.73456076115815e-06 }, { "score": -0.3301200866699219, "text": "Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter", "probability": 5.168022854631388e-06 }, { "score": -0.44368088245391846, "text": "Technology Development Services License\").", "probability": 4.613235215700928e-06 }, { "score": -0.539604663848877, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 4.191277632285889e-06 }, { "score": -0.5530786514282227, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized", "probability": 4.135183166248413e-06 }, { "score": -0.685666561126709, "text": "Developer", "probability": 3.621700671774631e-06 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.186777114868164, "probability": 0.9996329392015846 }, { "score": 3.662886619567871, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose.", "probability": 0.00019859209247564662 }, { "score": 2.7090485095977783, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 7.65094929904458e-05 }, { "score": 2.1515822410583496, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 4.38137877199068e-05 }, { "score": 1.512732744216919, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 2.3129273333613483e-05 }, { "score": -0.09366321563720703, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 4.639947721595558e-06 }, { "score": -0.39036989212036133, "text": "Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose.", "probability": 3.4486968077340185e-06 }, { "score": -0.5982208251953125, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter", "probability": 2.801473390627367e-06 }, { "score": -0.6942181587219238, "text": "Developer", "probability": 2.5450445536434807e-06 }, { "score": -1.077223300933838, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose", "probability": 1.7352352829611937e-06 }, { "score": -1.1937427520751953, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose,", "probability": 1.5443815868945893e-06 }, { "score": -1.2402172088623047, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any", "probability": 1.4742495874365157e-06 }, { "score": -1.2927312850952148, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder", "probability": 1.3988284009809139e-06 }, { "score": -1.3442078828811646, "text": "Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 1.3286434137562023e-06 }, { "score": -1.717461347579956, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 9.147586374919632e-07 }, { "score": -1.9016740322113037, "text": "Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 7.608586222438421e-07 }, { "score": -2.100245475769043, "text": "Developer covenants that it shall not attempt, directly or indirectly,", "probability": 6.238288913133991e-07 }, { "score": -2.133882999420166, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder,", "probability": 6.031938339899885e-07 }, { "score": -2.140504837036133, "text": "(i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose.", "probability": 5.992127778709463e-07 }, { "score": -2.1428680419921875, "text": "Upon the expiration or termination of this Agreement,", "probability": 5.97798387170357e-07 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Disparagement": [ { "text": "", "score": 11.579204559326172, "probability": 0.6670953084326907 }, { "score": 10.046770095825195, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 0.1440986974001946 }, { "score": 9.639328956604004, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "probability": 0.09587615669105819 }, { "score": 8.913163185119629, "text": "Developer agrees that it will not at any time", "probability": 0.04638107699678676 }, { "score": 7.91771125793457, "text": "Developer agrees that it will not", "probability": 0.017140423574910125 }, { "score": 7.824132442474365, "text": "Developer agrees that it will not at any", "probability": 0.01560920508929388 }, { "score": 7.002643585205078, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or", "probability": 0.006864560060755641 }, { "score": 6.070815086364746, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person", "probability": 0.0027034897918999387 }, { "score": 4.941453456878662, "text": "Developer may not contest the validity of, by act or omission", "probability": 0.0008738747890584507 }, { "score": 4.890801906585693, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements,", "probability": 0.0008307139843771272 }, { "score": 4.604196548461914, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein", "probability": 0.0006237066807963876 }, { "score": 4.356727600097656, "text": "Developer agrees that it will", "probability": 0.00048697424986528297 }, { "score": 3.822746992111206, "text": "Developer may not contest the validity of, by act or omission jeopard", "probability": 0.0002854967480542354 }, { "score": 3.48384165763855, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 0.00020343067922170847 }, { "score": 3.3900628089904785, "text": "Developer", "probability": 0.00018522039781879618 }, { "score": 3.3679094314575195, "text": "jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 0.00018116225714747135 }, { "score": 3.2054200172424316, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill.", "probability": 0.00015399246363937192 }, { "score": 3.1789586544036865, "text": "Developer may not contest the validity of", "probability": 0.00014997105382446804 }, { "score": 3.092986583709717, "text": "by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 0.00013761641731669958 }, { "score": 2.946986198425293, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including", "probability": 0.00011892224129000237 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Termination For Convenience": [ { "text": "", "score": 11.583114624023438, "probability": 0.644621506606437 }, { "score": 9.782267570495605, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.10646499860801893 }, { "score": 9.549399375915527, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.08434774586002532 }, { "score": 9.011604309082031, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein.", "probability": 0.049262001250704485 }, { "score": 8.380675315856934, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice,", "probability": 0.02621217571922889 }, { "score": 8.12116527557373, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if:", "probability": 0.020220844628263696 }, { "score": 8.052353858947754, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.018876213189613793 }, { "score": 7.453381538391113, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if:", "probability": 0.010370137146416434 }, { "score": 7.203805923461914, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice,", "probability": 0.008079699106379443 }, { "score": 6.841717720031738, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.005625255836496071 }, { "score": 6.5083513259887695, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party", "probability": 0.004030538682165606 }, { "score": 6.490103721618652, "text": "(i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein.", "probability": 0.003957657978297071 }, { "score": 6.391251564025879, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if:", "probability": 0.0035851498526992265 }, { "score": 6.303922653198242, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein.", "probability": 0.0032853439914430804 }, { "score": 6.054449081420898, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if", "probability": 0.0025599757620287066 }, { "score": 5.859175205230713, "text": "(i) upon thirty (30) days prior written notice,", "probability": 0.002105859956892969 }, { "score": 5.686549186706543, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.0017719805853511487 }, { "score": 5.6729936599731445, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice,", "probability": 0.0017481225247743526 }, { "score": 5.480665683746338, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party", "probability": 0.0014422644206390327 }, { "score": 5.4738922119140625, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice,", "probability": 0.001432528294124855 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.226581573486328, "probability": 0.9999249703900948 }, { "score": 2.1082358360290527, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 4.032976524769641e-05 }, { "score": 1.3366527557373047, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 1.864367055000693e-05 }, { "score": 0.16032391786575317, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 5.749873588270198e-06 }, { "score": -1.2310397624969482, "text": "WHEREAS, DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities", "probability": 1.4301998497204156e-06 }, { "score": -1.249668836593628, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 1.403803186833683e-06 }, { "score": -1.5147401094436646, "text": "WHEREAS, DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities.", "probability": 1.0769293989709483e-06 }, { "score": -1.669642686843872, "text": "DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities", "probability": 9.22388539469432e-07 }, { "score": -1.902475357055664, "text": "The", "probability": 7.307956513698531e-07 }, { "score": -1.9533429145812988, "text": "DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities.", "probability": 6.945515020428293e-07 }, { "score": -2.034714698791504, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 6.402729259473185e-07 }, { "score": -2.094888687133789, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement,", "probability": 6.028814300050721e-07 }, { "score": -2.276050090789795, "text": "Upon the expiration or termination of this Agreement,", "probability": 5.029843922254828e-07 }, { "score": -2.3871936798095703, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein.", "probability": 4.5007559215599236e-07 }, { "score": -2.4902853965759277, "text": "set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 4.0598809416677906e-07 }, { "score": -2.7204370498657227, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS", "probability": 3.225222677598687e-07 }, { "score": -2.7501535415649414, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 3.1307904214376766e-07 }, { "score": -2.8202295303344727, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 2.918907827727496e-07 }, { "score": -2.8312716484069824, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 2.8868541985167276e-07 }, { "score": -3.0617854595184326, "text": "1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 2.2925244390521226e-07 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Change Of Control": [ { "score": 12.849039077758789, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.31728081349061005 }, { "score": 12.353750228881836, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.19334929655331543 }, { "text": "", "score": 12.27878189086914, "probability": 0.1793842300348464 }, { "score": 12.096895217895508, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.1495518819162455 }, { "score": 11.833784103393555, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.1149540236819979 }, { "score": 10.010293960571289, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS", "probability": 0.018560619620619393 }, { "score": 9.515005111694336, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS", "probability": 0.011310746173898822 }, { "score": 9.21227741241455, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS", "probability": 0.008356382042391034 }, { "score": 8.023937225341797, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless", "probability": 0.002546412170082418 }, { "score": 7.582535743713379, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS", "probability": 0.001637685385559341 }, { "score": 7.19561767578125, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.001112228685087941 }, { "score": 6.9617719650268555, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer", "probability": 0.0008803111239841285 }, { "score": 5.874485015869141, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless", "probability": 0.00029677920529380507 }, { "score": 5.470245838165283, "text": "Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.00019809550603442082 }, { "score": 5.227161884307861, "text": "The", "probability": 0.00015534761980955363 }, { "score": 4.812319755554199, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer", "probability": 0.00010259848694441718 }, { "score": 4.7466654777526855, "text": "The", "probability": 9.60788210983546e-05 }, { "score": 4.731873035430908, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The", "probability": 9.46680408467183e-05 }, { "score": 4.405145645141602, "text": "The", "probability": 6.828219709174084e-05 }, { "score": 4.332839488983154, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 6.351924424274628e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Anti-Assignment": [ { "score": 14.812028884887695, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "probability": 0.27889673032276163 }, { "score": 14.641414642333984, "text": "Any purported assignment without the consent of DSS shall be void.", "probability": 0.23515087479366198 }, { "score": 14.094908714294434, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 0.13614512338174434 }, { "score": 14.024636268615723, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 0.12690629187030789 }, { "score": 13.99047565460205, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "probability": 0.12264430550488516 }, { "score": 13.421351432800293, "text": "Any purported assignment without the consent of DSS shall be void.", "probability": 0.06941924392094002 }, { "text": "", "score": 12.11709976196289, "probability": 0.01883868461859168 }, { "score": 10.609024047851562, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 0.004169669324783635 }, { "score": 10.361392974853516, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 0.003255043569751647 }, { "score": 9.230814933776855, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS", "probability": 0.0010508796969019214 }, { "score": 8.52246379852295, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.0005175115085865814 }, { "score": 8.405681610107422, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "probability": 0.0004604708602959569 }, { "score": 8.34333324432373, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.000432637938948242 }, { "score": 8.276219367980957, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith", "probability": 0.00040455485257037015 }, { "score": 8.222846031188965, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith", "probability": 0.00038352852409014217 }, { "score": 7.953339099884033, "text": "Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.0002929222059522437 }, { "score": 7.9161176681518555, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS", "probability": 0.0002822196400868096 }, { "score": 7.820639133453369, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 0.00025652011911679633 }, { "score": 7.786478519439697, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "probability": 0.0002479052172548013 }, { "score": 7.774209022521973, "text": "Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.00024488212876793114 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.01082992553711, "probability": 0.4616837065754649 }, { "score": 11.930986404418945, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.42625447100489855 }, { "score": 10.301904678344727, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.08359258262972227 }, { "score": 9.015883445739746, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 0.023102331866265622 }, { "score": 6.558701515197754, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 0.0019793165898456663 }, { "score": 6.027918338775635, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.0011641235101546778 }, { "score": 5.520188331604004, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.0007006396642659168 }, { "score": 5.119852542877197, "text": "Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.0004694951343600092 }, { "score": 4.355142593383789, "text": "As", "probability": 0.00021853539355493962 }, { "score": 3.8802812099456787, "text": "Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.00013592273539699554 }, { "score": 3.7088258266448975, "text": "1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.00011450645751464798 }, { "score": 3.6493358612060547, "text": "1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.00010789313575079299 }, { "score": 3.489835262298584, "text": "1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 9.19863921379975e-05 }, { "score": 3.157036542892456, "text": "As", "probability": 6.594637654248683e-05 }, { "score": 3.1128158569335938, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 6.309372057859895e-05 }, { "score": 3.0623679161071777, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto", "probability": 5.9989725648908405e-05 }, { "score": 3.050717830657959, "text": "Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 5.9294895493138455e-05 }, { "score": 2.8142783641815186, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto", "probability": 4.6809386846215345e-05 }, { "score": 2.7912514209747314, "text": "Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 4.574382515129258e-05 }, { "score": 2.7435035705566406, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services", "probability": 4.3610980406075034e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Price Restrictions": [ { "text": "", "score": 11.909845352172852, "probability": 0.7558167471447164 }, { "score": 10.404916763305664, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.16781637236330788 }, { "score": 9.259769439697266, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.053395316512646424 }, { "score": 8.211337089538574, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 0.018714351440087183 }, { "score": 6.105362892150879, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.0022780424253948587 }, { "score": 5.356941223144531, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 0.0010777707847883424 }, { "score": 3.934053421020508, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.00025976108290919563 }, { "score": 3.471813440322876, "text": "As", "probability": 0.00016361601588290098 }, { "score": 2.6995959281921387, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services", "probability": 7.5588549028879e-05 }, { "score": 2.656684160232544, "text": "As", "probability": 7.241352098425527e-05 }, { "score": 2.0679385662078857, "text": "DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 4.019117490734785e-05 }, { "score": 2.054518699645996, "text": "Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 3.9655417639129117e-05 }, { "score": 1.9866507053375244, "text": "1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 3.705338019768873e-05 }, { "score": 1.9065146446228027, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if:", "probability": 3.4199927366226714e-05 }, { "score": 1.8561983108520508, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto", "probability": 3.2521687891033925e-05 }, { "score": 1.850010871887207, "text": "Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 3.232108318685819e-05 }, { "score": 1.8110778331756592, "text": "1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 3.108690622494199e-05 }, { "score": 1.7770404815673828, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto", "probability": 3.0046595414745384e-05 }, { "score": 1.7404742240905762, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 2.8967748769626304e-05 }, { "score": 1.5513544082641602, "text": "Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 2.3976238655864424e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Minimum Commitment": [ { "text": "", "score": 12.098931312561035, "probability": 0.8712181312467587 }, { "score": 9.954530715942383, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.10205294901567205 }, { "score": 8.097712516784668, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 0.015937480309465995 }, { "score": 7.5212249755859375, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.008954767269039685 }, { "score": 4.996349811553955, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.0007169930598931759 }, { "score": 4.7006916999816895, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.0005334727809219227 }, { "score": 3.248736619949341, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 0.00012489245032902113 }, { "score": 3.2192699909210205, "text": "As", "probability": 0.00012126598310488218 }, { "score": 2.8975462913513184, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 8.790552348351921e-05 }, { "score": 2.6224074363708496, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services", "probability": 6.676131433094911e-05 }, { "score": 1.8799865245819092, "text": "Deliverables from March 1s t to May 31s t", "probability": 3.177573264898266e-05 }, { "score": 1.6838254928588867, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"),", "probability": 2.6115835186762702e-05 }, { "score": 1.4663584232330322, "text": "As", "probability": 2.1011602241817914e-05 }, { "score": 1.446621060371399, "text": "Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 2.0600954506771578e-05 }, { "score": 1.3325164318084717, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if:", "probability": 1.837944244218373e-05 }, { "score": 1.3148242235183716, "text": "Deliverables from March 1s t to May 31s", "probability": 1.8057129142599856e-05 }, { "score": 1.0407276153564453, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 1.3728088164817208e-05 }, { "score": 0.9437251091003418, "text": "DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 1.2458977641279067e-05 }, { "score": 0.9020750522613525, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS", "probability": 1.1950718497599715e-05 }, { "score": 0.8463134765625, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto", "probability": 1.130256652678698e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Volume Restriction": [ { "text": "", "score": 12.037342071533203, "probability": 0.9897266125381777 }, { "score": 6.767217636108398, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.00509013483616036 }, { "score": 6.041312217712402, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.002463046263165338 }, { "score": 5.699547290802002, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.0017500318281948684 }, { "score": 4.249172210693359, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.00041035152654904643 }, { "score": 4.0870747566223145, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 0.00034894583867366673 }, { "score": 2.170436382293701, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 5.13301524098567e-05 }, { "score": 1.588024377822876, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 2.8670431814096993e-05 }, { "score": 1.4065616130828857, "text": "As", "probability": 2.3912553607260546e-05 }, { "score": 1.3901469707489014, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS", "probability": 2.352324154298083e-05 }, { "score": 0.868596076965332, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services", "probability": 1.3963377934589448e-05 }, { "score": 0.6690725088119507, "text": "Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 1.1437694916109196e-05 }, { "score": 0.6647210121154785, "text": "As", "probability": 1.1388031956934037e-05 }, { "score": 0.5529570579528809, "text": "The", "probability": 1.018380813716057e-05 }, { "score": 0.31006479263305664, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if:", "probability": 7.987731132994779e-06 }, { "score": 0.2597506046295166, "text": "1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 7.5957780114318455e-06 }, { "score": 0.04509854316711426, "text": "Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 6.128441686730435e-06 }, { "score": 0.02690589427947998, "text": "1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 6.0179571493549755e-06 }, { "score": -0.17896175384521484, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"),", "probability": 4.898260830905489e-06 }, { "score": -0.4224456548690796, "text": "1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 3.83970794846865e-06 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Ip Ownership Assignment": [ { "score": 13.052309036254883, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 0.5657126609548602 }, { "text": "", "score": 12.204771041870117, "probability": 0.24239007018065606 }, { "score": 10.924483299255371, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith", "probability": 0.0673740915829978 }, { "score": 10.20234489440918, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 0.0327244381001439 }, { "score": 10.078895568847656, "text": "Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder.", "probability": 0.028924032262416445 }, { "score": 9.608423233032227, "text": "\"Intellectual Property\" shall mean, but shall not be limited to, all of DSS's (i) issued and pending patents, trademarks, trade names, service marks, designs, logos, and copyrights, and all pending applications for registration thereof; (ii) know-how, inventions, improvements, methods, operation manuals and procedures, trade secrets, technical information, formulas; (iii) computer software and programs, and related documentation, updates, and data, whether in object or source code form, and (vi) other similar proprietary and intellectual rights, whether or not registered.", "probability": 0.01806904909692311 }, { "score": 9.504496574401855, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "probability": 0.016285478501992908 }, { "score": 9.010133743286133, "text": "Any purported assignment without the consent of DSS shall be void.", "probability": 0.009933481195354645 }, { "score": 8.843905448913574, "text": "Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder", "probability": 0.00841219716241186 }, { "score": 7.304170608520508, "text": "Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder. Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill.", "probability": 0.0018038943496054881 }, { "score": 7.294223308563232, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements.", "probability": 0.0017860394228017315 }, { "score": 7.046390056610107, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS", "probability": 0.0013939860477419723 }, { "score": 6.950465679168701, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 0.0012664819342584276 }, { "score": 6.407555103302002, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 0.0007358951351550747 }, { "score": 6.274994373321533, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer. 1\n\nSource: HF ENTERPRISES INC., S-1, 12/23/2019\n\n\n\n\n\n 3. Proprietary Rights. 3.1. Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder.", "probability": 0.0006445335643774488 }, { "score": 6.252616882324219, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "probability": 0.0006302706990879469 }, { "score": 6.207890510559082, "text": "Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 0.0006027020949508328 }, { "score": 6.095855712890625, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 0.0005388235968431188 }, { "score": 5.780261516571045, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements", "probability": 0.0003929938812611071 }, { "score": 5.743687629699707, "text": "Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 0.0003788802361601355 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.120664596557617, "probability": 0.9863763341149107 }, { "score": 7.390847206115723, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 0.008707812131884936 }, { "score": 6.355328559875488, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 0.003091640705667545 }, { "score": 5.266015529632568, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith", "probability": 0.0010401749211861276 }, { "score": 3.7294974327087402, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person. 4. Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. \"Improvements\" shall mean technical improvements, modifications or enhancements relating to the Technology that are developed by the Developer pursuant to this Agreement. \"Intellectual Property\" shall mean, but shall not be limited to, all of DSS's", "probability": 0.0002237716415562638 }, { "score": 3.558499813079834, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith", "probability": 0.00018860001597226957 }, { "score": 2.8711462020874023, "text": "Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder. Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 9.484792731439676e-05 }, { "score": 2.4309401512145996, "text": "Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 6.10729342267413e-05 }, { "score": 1.9983570575714111, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person. 4. Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. \"Improvements\" shall mean technical improvements, modifications or enhancements relating to the Technology that are developed by the Developer pursuant to this Agreement. \"Intellectual Property\" shall mean, but shall not be limited to, all of DSS's (i) issued and pending patents, trademarks, trade names, service marks, designs, logos, and copyrights, and all pending applications for registration thereof;", "probability": 3.962600914994013e-05 }, { "score": 1.8025574684143066, "text": "Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 3.2579592982183383e-05 }, { "score": 1.5812264680862427, "text": "3. Proprietary Rights. 3.1. Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder. Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 2.6110958964366478e-05 }, { "score": 1.3922836780548096, "text": "Developer", "probability": 2.1615536096330155e-05 }, { "score": 1.076540231704712, "text": "\"Intellectual Property\" shall mean, but shall not be limited to, all of DSS's (i) issued and pending patents, trademarks, trade names, service marks, designs, logos, and copyrights, and all pending applications for registration thereof; (ii) know-how, inventions, improvements, methods, operation manuals and procedures, trade secrets, technical information, formulas; (iii) computer software and programs, and related documentation, updates, and data, whether in object or source code form, and (vi) other similar proprietary and intellectual rights, whether or not registered.", "probability": 1.5763054411895882e-05 }, { "score": 0.8744344711303711, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person. 4. Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. \"Improvements\" shall mean technical improvements, modifications or enhancements relating to the Technology that are developed by the Developer pursuant to this Agreement. \"Intellectual Property\" shall mean, but shall not be limited to, all of DSS", "probability": 1.2878549693997553e-05 }, { "score": 0.8718677163124084, "text": "3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 1.2845536001674177e-05 }, { "score": 0.7749284505844116, "text": "Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 1.1658751414598111e-05 }, { "score": 0.7463148236274719, "text": "Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder. Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith", "probability": 1.1329879793820663e-05 }, { "score": 0.7013018131256104, "text": "\"Intellectual Property\" shall mean, but shall not be limited to, all of DSS's", "probability": 1.083119563215662e-05 }, { "score": 0.6520884037017822, "text": "Developer", "probability": 1.0311059380952863e-05 }, { "score": 0.6408162117004395, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 1.0195483758947366e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__License Grant": [ { "score": 13.175565719604492, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.7903615902061719 }, { "text": "", "score": 11.711276054382324, "probability": 0.1827649470052562 }, { "score": 8.934444427490234, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS", "probability": 0.011374445970396994 }, { "score": 8.826303482055664, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License", "probability": 0.010208577643318412 }, { "score": 7.773097038269043, "text": "Technology Development Services License\").", "probability": 0.0035609304338198025 }, { "score": 5.515947341918945, "text": "Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.0003726454573626346 }, { "score": 5.2618303298950195, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (", "probability": 0.0002890242050601477 }, { "score": 4.795698165893555, "text": "Subject", "probability": 0.0001813408256282518 }, { "score": 4.536608695983887, "text": "1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.00013995050231867883 }, { "score": 4.511392593383789, "text": "Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.00013646561834307924 }, { "score": 4.070559501647949, "text": "developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 8.781563947272415e-05 }, { "score": 3.989779472351074, "text": "DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 8.100084458510269e-05 }, { "score": 3.8817765712738037, "text": "WHEREAS, DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities.", "probability": 7.270838250081913e-05 }, { "score": 3.756990432739258, "text": "Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 6.417864622068452e-05 }, { "score": 3.7487988471984863, "text": "the \"Technology Development Services License\").", "probability": 6.365506874288313e-05 }, { "score": 3.672489643096924, "text": "\").", "probability": 5.89783101854776e-05 }, { "score": 3.5159807205200195, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"", "probability": 5.043376189933374e-05 }, { "score": 3.423835277557373, "text": "Technology Development Services License", "probability": 4.599420391953431e-05 }, { "score": 3.3575973510742188, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the", "probability": 4.3046350782242054e-05 }, { "score": 3.339419364929199, "text": "DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities.", "probability": 4.2270924015141074e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Transferable License": [ { "score": 14.09208869934082, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.7813492179338044 }, { "text": "", "score": 11.998506546020508, "probability": 0.09629727665696301 }, { "score": 11.955270767211914, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 0.0922225114646601 }, { "score": 9.87515640258789, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS", "probability": 0.011520060364054077 }, { "score": 9.32419490814209, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS", "probability": 0.006640109144271032 }, { "score": 9.143776893615723, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License", "probability": 0.005543967425378427 }, { "score": 8.713309288024902, "text": "WHEREAS, DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities.", "probability": 0.003604715251897454 }, { "score": 6.746646881103516, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (", "probability": 0.0005043828752026627 }, { "score": 6.695137977600098, "text": "Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.00047906043051074897 }, { "score": 6.681250095367432, "text": "Technology Development Services License\").", "probability": 0.0004724532815179015 }, { "score": 6.066763877868652, "text": "DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities.", "probability": 0.00025555883304364223 }, { "score": 5.900669097900391, "text": "WHEREAS, DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities", "probability": 0.00021644963108205 }, { "score": 5.863897800445557, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "probability": 0.00020863505389081684 }, { "score": 5.785952568054199, "text": "Subject", "probability": 0.00019299057232170498 }, { "score": 5.462454319000244, "text": "for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.00013965053041859992 }, { "score": 4.988592147827148, "text": "Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 8.694545077418357e-05 }, { "score": 4.801095962524414, "text": "1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 7.20805853502062e-05 }, { "score": 4.732517242431641, "text": "DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 6.730308088714585e-05 }, { "score": 4.728917121887207, "text": "DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 6.706121731318124e-05 }, { "score": 4.610466957092285, "text": "\").", "probability": 5.957021665858099e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.051830291748047, "probability": 0.501401312612436 }, { "score": 12.018316268920898, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.4848758024824884 }, { "score": 7.6577677726745605, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS", "probability": 0.006192533452970303 }, { "score": 6.660723686218262, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License", "probability": 0.002284849591945394 }, { "score": 6.27341365814209, "text": "Technology Development Services License\").", "probability": 0.0015511400396210357 }, { "score": 5.932572841644287, "text": "\"Intellectual Property\" shall mean, but shall not be limited to, all of DSS's (i) issued and pending patents, trademarks, trade names, service marks, designs, logos, and copyrights, and all pending applications for registration thereof; (ii) know-how, inventions, improvements, methods, operation manuals and procedures, trade secrets, technical information, formulas; (iii) computer software and programs, and related documentation, updates, and data, whether in object or source code form, and (vi) other similar proprietary and intellectual rights, whether or not registered.", "probability": 0.0011031275287760353 }, { "score": 5.930886745452881, "text": "DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.001101269116822066 }, { "score": 4.951949119567871, "text": "Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.0004137578545912787 }, { "score": 4.525583744049072, "text": "Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.0002701332983868161 }, { "score": 4.0212931632995605, "text": "1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.00016314264717626575 }, { "score": 3.989143133163452, "text": "Subject", "probability": 0.00015798102391542738 }, { "score": 3.556386947631836, "text": "DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.00010248523490361326 }, { "score": 3.2612528800964355, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (", "probability": 7.629326549884854e-05 }, { "score": 2.974698305130005, "text": "DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 5.7284500857005524e-05 }, { "score": 2.790973663330078, "text": "Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 4.767015182742642e-05 }, { "score": 2.784653663635254, "text": "Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 4.73698265100241e-05 }, { "score": 2.7376017570495605, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"", "probability": 4.519260864436082e-05 }, { "score": 2.676997184753418, "text": "Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 4.2535072699828984e-05 }, { "score": 2.471440315246582, "text": "the \"Technology Development Services License\").", "probability": 3.4631792068590615e-05 }, { "score": 2.3762714862823486, "text": "\"Intellectual Property\" shall mean, but shall not be limited to, all of DSS's", "probability": 3.148789786134757e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.188709259033203, "probability": 0.9064651158781211 }, { "score": 9.867650985717773, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.08898735437213455 }, { "score": 6.0310564041137695, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS", "probability": 0.0019191832258494228 }, { "score": 5.734437465667725, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License", "probability": 0.0014265811162476117 }, { "score": 5.109187126159668, "text": "Technology Development Services License\").", "probability": 0.0007634027123982711 }, { "score": 3.128598690032959, "text": "Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.00010534042590867697 }, { "score": 2.641589641571045, "text": "1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 6.472763326905424e-05 }, { "score": 2.442941188812256, "text": "Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 5.306617693072794e-05 }, { "score": 2.312296152114868, "text": "Subject", "probability": 4.6567120308075246e-05 }, { "score": 1.8549189567565918, "text": "DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 2.9474265419296834e-05 }, { "score": 1.6244959831237793, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (", "probability": 2.3408391058274952e-05 }, { "score": 1.4283311367034912, "text": "the \"Technology Development Services License\").", "probability": 1.9238812133307308e-05 }, { "score": 1.2877094745635986, "text": "Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 1.6715025438353147e-05 }, { "score": 1.1288716793060303, "text": "Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 1.4260168718400573e-05 }, { "score": 1.0547034740447998, "text": "DSS (the \"Technology Development Services License\").", "probability": 1.3240787680707494e-05 }, { "score": 0.9759734869003296, "text": "Technology Development Services License", "probability": 1.2238320505851951e-05 }, { "score": 0.8351471424102783, "text": "DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 1.0630696471198015e-05 }, { "score": 0.7995014190673828, "text": "for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 1.0258431843145103e-05 }, { "score": 0.7383606433868408, "text": "\").", "probability": 9.650012498986916e-06 }, { "score": 0.7275683879852295, "text": "WHEREAS, DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 9.546427065103262e-06 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Unlimited/All-You-Can-Eat-License": [ { "score": 12.582107543945312, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.6699438331414194 }, { "text": "", "score": 11.712684631347656, "probability": 0.2808360269823966 }, { "score": 9.547640800476074, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS", "probability": 0.03222450326977058 }, { "score": 8.592178344726562, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License", "probability": 0.01239464690907172 }, { "score": 6.369142055511475, "text": "Technology Development Services License\").", "probability": 0.0013420903877576192 }, { "score": 5.959372043609619, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (", "probability": 0.0008908834905809373 }, { "score": 5.916461944580078, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.0008534641666581647 }, { "score": 5.337398052215576, "text": "Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.0004783007242925943 }, { "score": 4.503754615783691, "text": "Subject", "probability": 0.00020780418719019305 }, { "score": 4.406872749328613, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"", "probability": 0.00018861621877058749 }, { "score": 4.062704563140869, "text": "Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.00013369300657771433 }, { "score": 3.7500314712524414, "text": "DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 9.779496411301264e-05 }, { "score": 3.7132651805877686, "text": "1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 9.426470103948119e-05 }, { "score": 3.1987595558166504, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 5.635106660889375e-05 }, { "score": 3.1137614250183105, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As", "probability": 5.175924366776745e-05 }, { "score": 3.0328927040100098, "text": "\").", "probability": 4.7738314610819746e-05 }, { "score": 2.973353862762451, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the", "probability": 4.49789892660857e-05 }, { "score": 2.829195022583008, "text": "for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 3.894056990721317e-05 }, { "score": 2.8223304748535156, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services", "probability": 3.867417588977967e-05 }, { "score": 2.7405004501342773, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the", "probability": 3.5635490410678125e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.051229476928711, "probability": 0.9544936211912224 }, { "score": 8.981575012207031, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 0.04432400906283631 }, { "score": 4.376358509063721, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License", "probability": 0.00044321956148371555 }, { "score": 3.593553304672241, "text": "Technology Development Services License\").", "probability": 0.00020260536394140912 }, { "score": 3.313890218734741, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.00015317743893918104 }, { "score": 3.1742336750030518, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS", "probability": 0.00013321181259504317 }, { "score": 2.061044216156006, "text": "Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 4.376134871970989e-05 }, { "score": 1.8781046867370605, "text": "Subject", "probability": 3.6445261465384826e-05 }, { "score": 1.7822089195251465, "text": "Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 3.3112659842504316e-05 }, { "score": 1.5436670780181885, "text": "1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 2.6085349642055406e-05 }, { "score": 1.371328353881836, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 2.1955882876278107e-05 }, { "score": 1.0686026811599731, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 1.6221044517120848e-05 }, { "score": 0.7609639167785645, "text": "DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 1.1925401191429355e-05 }, { "score": 0.7184028625488281, "text": "the \"Technology Development Services License\").", "probability": 1.142849302023867e-05 }, { "score": 0.544487476348877, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As", "probability": 9.604139838206076e-06 }, { "score": 0.524132490158081, "text": "Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 9.410623893122347e-06 }, { "score": 0.41739368438720703, "text": "for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 8.457896031976532e-06 }, { "score": 0.2679157257080078, "text": "Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 7.2835799158615605e-06 }, { "score": 0.26258397102355957, "text": "Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 7.244848998153808e-06 }, { "score": 0.2590150833129883, "text": "for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 7.219039029434477e-06 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Source Code Escrow": [ { "text": "", "score": 12.258808135986328, "probability": 0.9999371536818196 }, { "score": 1.4855574369430542, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 2.0951222766924576e-05 }, { "score": 0.919093132019043, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 1.1890416097844963e-05 }, { "score": 0.49756932258605957, "text": "Upon the expiration or termination of this Agreement,", "probability": 7.800664296374051e-06 }, { "score": 0.29729461669921875, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 6.384889546199127e-06 }, { "score": -0.12422919273376465, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement,", "probability": 4.188783597602984e-06 }, { "score": -0.1916649341583252, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein.", "probability": 3.915623748661332e-06 }, { "score": -1.327309250831604, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 1.257757436423527e-06 }, { "score": -1.5984431505203247, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer", "probability": 9.590581433079517e-07 }, { "score": -1.6086101531982422, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 9.493567969709627e-07 }, { "score": -1.9353020191192627, "text": "2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 6.847767231671964e-07 }, { "score": -2.2202415466308594, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer", "probability": 5.149929988143725e-07 }, { "score": -2.256065845489502, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 4.968702905262369e-07 }, { "score": -2.3306779861450195, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if:", "probability": 4.6114700107762914e-07 }, { "score": -2.356825828552246, "text": "2.2.2. Upon the expiration or termination of this Agreement,", "probability": 4.492452822039178e-07 }, { "score": -2.373791217803955, "text": "Upon", "probability": 4.4168794893668657e-07 }, { "score": -2.470959424972534, "text": "(d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 4.0078912961927367e-07 }, { "score": -2.499345302581787, "text": "All notices sent under this Agreement shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail PDF or confirmed facsimile, if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) two (2) days after deposit with an internationally recognized overnight courier, specifying two (2) day delivery, with written verification of receipt.", "probability": 3.8957233093479757e-07 }, { "score": -2.5155720710754395, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 3.8330184337272484e-07 }, { "score": -2.677000045776367, "text": "(i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 3.261622010589252e-07 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Post-Termination Services": [ { "text": "", "score": 12.364218711853027, "probability": 0.6604593658006479 }, { "score": 10.96511459350586, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 0.1630132495947123 }, { "score": 10.650750160217285, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 0.11904089030194423 }, { "score": 8.474465370178223, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer", "probability": 0.01350665139496239 }, { "score": 8.185375213623047, "text": "Upon the expiration or termination of this Agreement,", "probability": 0.010115734708038856 }, { "score": 8.102283477783203, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer", "probability": 0.00930917401944936 }, { "score": 8.07131576538086, "text": "2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 0.009025308218186251 }, { "score": 7.341159820556641, "text": "2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 0.004348698958703953 }, { "score": 7.063379764556885, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.003293980310687556 }, { "score": 6.651988506317139, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 0.0021830116105430787 }, { "score": 6.540722370147705, "text": "Upon the expiration or termination of this Agreement,", "probability": 0.001953141808782472 }, { "score": 6.05255651473999, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.001198742876304239 }, { "score": 5.208484649658203, "text": "2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer", "probability": 0.0005154069683976632 }, { "score": 5.164875030517578, "text": "2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer", "probability": 0.0004934133196405617 }, { "score": 4.909446716308594, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.00038219038906703664 }, { "score": 4.875784873962402, "text": "2.2.2. Upon the expiration or termination of this Agreement,", "probability": 0.00036953928082857714 }, { "score": 4.590465068817139, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "probability": 0.00027780994745535496 }, { "score": 4.303379058837891, "text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "probability": 0.0002084816916757125 }, { "score": 4.113304138183594, "text": "Upon the expiration or termination of this Agreement", "probability": 0.0001723929229167714 }, { "score": 3.852491617202759, "text": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer. 1\n\nSource: HF ENTERPRISES INC., S-1, 12/23/2019\n\n\n\n\n\n 3. Proprietary Rights. 3.1. Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder.", "probability": 0.00013281587705583632 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Audit Rights": [ { "text": "", "score": 12.221359252929688, "probability": 0.9999962349613201 }, { "score": -1.375329852104187, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose,", "probability": 1.2446043495506137e-06 }, { "score": -2.010254383087158, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter,", "probability": 6.59609791965516e-07 }, { "score": -2.3705296516418457, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder,", "probability": 4.600674767576978e-07 }, { "score": -2.6096086502075195, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or", "probability": 3.622353608903711e-07 }, { "score": -3.1614911556243896, "text": "(ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose,", "probability": 2.0859856499962178e-07 }, { "score": -3.5241003036499023, "text": "(ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose.", "probability": 1.451550549150555e-07 }, { "score": -3.6573100090026855, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder", "probability": 1.270515373399775e-07 }, { "score": -4.006519317626953, "text": "Developer", "probability": 8.960252508571539e-08 }, { "score": -4.395770072937012, "text": "(ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or", "probability": 6.071147629643853e-08 }, { "score": -4.472211837768555, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized", "probability": 5.624352825395659e-08 }, { "score": -4.5118913650512695, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose", "probability": 5.405550850723382e-08 }, { "score": -4.565469741821289, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose,", "probability": 5.123552182590566e-08 }, { "score": -4.633070468902588, "text": "(ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose,", "probability": 4.788643882674997e-08 }, { "score": -4.697918891906738, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS", "probability": 4.487962596489662e-08 }, { "score": -4.775016784667969, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder", "probability": 4.1549522717954845e-08 }, { "score": -4.960716247558594, "text": "Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose,", "probability": 3.450784092532027e-08 }, { "score": -5.054075717926025, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 3.1432019449774696e-08 }, { "score": -5.299703598022461, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (", "probability": 2.458654202163706e-08 }, { "score": -5.456143379211426, "text": "any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose.", "probability": 2.102599311621259e-08 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Uncapped Liability": [ { "score": 12.67626953125, "text": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.548695285765249 }, { "text": "", "score": 12.382095336914062, "probability": 0.4088584704133585 }, { "score": 9.434673309326172, "text": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 0.021454770690556027 }, { "score": 8.172706604003906, "text": "Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.006073775014186668 }, { "score": 7.943329811096191, "text": "6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.00482882676437125 }, { "score": 7.352817535400391, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 0.0026753795457238657 }, { "score": 7.346723556518555, "text": "Developer Liability. 6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.002659125415735641 }, { "score": 6.965383529663086, "text": "6. Developer Liability. 6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.0018160380830426412 }, { "score": 6.245903015136719, "text": "The parties acknowledge and agree that any material breach of this Agreement may subject the other to irreparable injury for which monetary damages may not be an adequate remedy.", "probability": 0.0008844199578345103 }, { "score": 5.641992092132568, "text": "Notwithstanding any provision herein, the parties may be discharged from all liabilities if the failure to perform or improper performance of this Agreement is the result of Force Majeure, provided that the party subject to the Force Majeure provides notice of such Force Majeure, as soon as possible after such party became subject to such Force Majeure.", "probability": 0.000483485387572414 }, { "score": 5.001229763031006, "text": "The parties acknowledge and agree that any material breach of this Agreement may subject the other to irreparable injury for which monetary damages may not be an adequate remedy. Therefore, in addition to any remedies otherwise available, the non-breaching party may be entitled to injunctive relief and specific performance to enforce the terms of this Agreement.", "probability": 0.00025474390926649964 }, { "score": 4.931110382080078, "text": "Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 0.00023749329279121136 }, { "score": 4.879974842071533, "text": "or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.0002256542232857973 }, { "score": 4.701733589172363, "text": "6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 0.00018881403507871417 }, { "score": 4.521796226501465, "text": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements,", "probability": 0.00015772061788646473 }, { "score": 4.410758018493652, "text": "Developer", "probability": 0.0001411448994831777 }, { "score": 4.330249309539795, "text": "which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.00013022689947899318 }, { "score": 4.105127811431885, "text": "Developer Liability. 6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 0.00010397565773957455 }, { "score": 3.723787784576416, "text": "6. Developer Liability. 6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 7.100972110871163e-05 }, { "score": 3.54929256439209, "text": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder,", "probability": 5.963970625059971e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Cap On Liability": [ { "score": 12.360862731933594, "text": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.5330355670653374 }, { "text": "", "score": 12.123828887939453, "probability": 0.4205461854145896 }, { "score": 8.753996849060059, "text": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 0.014464860132683643 }, { "score": 8.718658447265625, "text": "Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.013962621513791807 }, { "score": 7.75925350189209, "text": "6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.0053493706680671155 }, { "score": 7.739609718322754, "text": "Developer Liability. 6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.005245314166205628 }, { "score": 6.531885147094727, "text": "The parties acknowledge and agree that any material breach of this Agreement may subject the other to irreparable injury for which monetary damages may not be an adequate remedy. Therefore, in addition to any remedies otherwise available, the non-breaching party may be entitled to injunctive relief and specific performance to enforce the terms of this Agreement.", "probability": 0.0015677015519642166 }, { "score": 6.456096649169922, "text": "6. Developer Liability. 6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.0014532785443341389 }, { "score": 6.1512532234191895, "text": "During the Term of this Agreement and thereafter for a period of five (5) years, the parties shall be bound by all of the protective terms and conditions of the NDA. 6. Developer Liability. 6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.0010714133271354559 }, { "score": 5.722141265869141, "text": "Notwithstanding any provision herein, the parties may be discharged from all liabilities if the failure to perform or improper performance of this Agreement is the result of Force Majeure, provided that the party subject to the Force Majeure provides notice of such Force Majeure, as soon as possible after such party became subject to such Force Majeure.", "probability": 0.0006975833221293476 }, { "score": 5.6602277755737305, "text": "The parties acknowledge and agree that any material breach of this Agreement may subject the other to irreparable injury for which monetary damages may not be an adequate remedy.", "probability": 0.0006557033488297073 }, { "score": 5.358349800109863, "text": "The parties acknowledge and agree that any material breach of this Agreement may subject the other to irreparable injury for which monetary damages may not be an adequate remedy. Therefore, in addition to any remedies otherwise available, the non-breaching party may be entitled to injunctive relief and specific performance to enforce the terms of this Agreement.", "probability": 0.00048484560451580284 }, { "score": 5.148672103881836, "text": "The parties acknowledge and agree that any material breach of this Agreement may subject the other to irreparable injury for which monetary damages may not be an adequate remedy.", "probability": 0.00039313489719148225 }, { "score": 5.111793518066406, "text": "Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 0.00037890071952557806 }, { "score": 4.152388572692871, "text": "6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 0.00014516474525486263 }, { "score": 4.132744789123535, "text": "Developer Liability. 6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 0.0001423409858778941 }, { "score": 4.118456840515137, "text": "Developer", "probability": 0.00014032168537021295 }, { "score": 3.6970345973968506, "text": "Therefore, in addition to any remedies otherwise available, the non-breaching party may be entitled to injunctive relief and specific performance to enforce the terms of this Agreement.", "probability": 9.206688247409011e-05 }, { "score": 3.693721294403076, "text": "Notwithstanding any provision herein, the parties may be discharged from all liabilities if the failure to perform or improper performance of this Agreement is the result of Force Majeure, provided that the party subject to the Force Majeure provides notice of such Force Majeure, as soon as possible after such party became subject to such Force Majeure.", "probability": 9.176234179313952e-05 }, { "score": 3.5795674324035645, "text": "or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 8.18630829286608e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Liquidated Damages": [ { "text": "", "score": 12.101680755615234, "probability": 0.5523398971623239 }, { "score": 11.08090877532959, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.19901727544151876 }, { "score": 10.792410850524902, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.14914122970913998 }, { "score": 9.46376895904541, "text": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.0394980702362968 }, { "score": 9.278546333312988, "text": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.03281970805236628 }, { "score": 8.513026237487793, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 0.015264182858820889 }, { "score": 7.133738040924072, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 0.003842875435909542 }, { "score": 7.060737133026123, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 0.0035723369515883755 }, { "score": 6.166572093963623, "text": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 0.0014609033114231942 }, { "score": 5.370693206787109, "text": "Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.0006591369598060977 }, { "score": 5.231473922729492, "text": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer", "probability": 0.0005734736895895446 }, { "score": 5.120389938354492, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if:", "probability": 0.0005131807253326245 }, { "score": 4.6618757247924805, "text": "Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.00032444429608883185 }, { "score": 4.578561782836914, "text": "6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.00029850895091858303 }, { "score": 3.839587688446045, "text": "Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.0001425689616883196 }, { "score": 3.7006781101226807, "text": "As", "probability": 0.00012407872534852372 }, { "score": 3.5570480823516846, "text": "1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.00010747800459616112 }, { "score": 3.515537977218628, "text": "Developer Liability. 6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 0.00010310791034873722 }, { "score": 3.4900882244110107, "text": "Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.00010051694902392822 }, { "score": 3.454737424850464, "text": "6.1. Developer Liability for Damages. Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "probability": 9.702566787083637e-05 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Warranty Duration": [ { "text": "", "score": 11.725090026855469, "probability": 0.9745297355872542 }, { "score": 6.1401519775390625, "text": "Deliverables from March 1s t to May 31s", "probability": 0.003658367401936259 }, { "score": 5.900730133056641, "text": "All notices sent under this Agreement shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail PDF or confirmed facsimile, if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) two (2) days after deposit with an internationally recognized overnight courier, specifying two (2) day delivery, with written verification of receipt.", "probability": 0.0028794380061983147 }, { "score": 5.713082313537598, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.0023867851116288184 }, { "score": 5.6578803062438965, "text": "All notices sent under this Agreement shall be in writing and shall be deemed effectively given", "probability": 0.002258600359680568 }, { "score": 5.614466190338135, "text": "Deliverables from March 1s t to May 31s t", "probability": 0.0021626432397198626 }, { "score": 5.385351657867432, "text": "Deliverables from March 1s t to May 31s t 1. To conduct thorough testing of AuthentiGuard App for specificclients provided by DSS for every releases in Android and iOS as instructed by DSS.", "probability": 0.0017198148904121254 }, { "score": 5.3851637840271, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.", "probability": 0.0017194918125338946 }, { "score": 5.137142658233643, "text": "Technology Development Services Deliverables from March 1s t to May 31s", "probability": 0.0013417941865297251 }, { "score": 5.095651149749756, "text": "Deliverables from March 1s t to May 31s t 1. To conduct thorough testing of AuthentiGuard App for specificclients provided by DSS for every releases in Android and iOS as instructed by DSS.", "probability": 0.0012872602917574434 }, { "score": 4.840193748474121, "text": "Deliverables from March 1s t to May 31s t", "probability": 0.0009970630750139955 }, { "score": 4.617220878601074, "text": "All notices sent under this Agreement shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail PDF or confirmed facsimile, if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid;", "probability": 0.0007977866157605546 }, { "score": 4.611456871032715, "text": "Technology Development Services Deliverables from March 1s t to May 31s t", "probability": 0.0007932013949878511 }, { "score": 4.415185928344727, "text": ".", "probability": 0.0006518446147836402 }, { "score": 4.351146697998047, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018", "probability": 0.000611409521306261 }, { "score": 4.115575790405273, "text": "Technology Development Services Deliverables from March 1s t to May 31s t 1. To conduct thorough testing of AuthentiGuard App for specificclients provided by DSS for every releases in Android and iOS as instructed by DSS.", "probability": 0.0004830866681408534 }, { "score": 4.092641830444336, "text": "Technology Development Services Deliverables from March 1s t to May 31s t 1. To conduct thorough testing of AuthentiGuard App for specificclients provided by DSS for every releases in Android and iOS as instructed by DSS.", "probability": 0.00047213365588063183 }, { "score": 4.017579078674316, "text": "Deliverables from March 1s t to May 31s t 1. To conduct thorough testing of AuthentiGuard App for specificclients provided by DSS for every releases in Android and iOS as instructed by DSS. 2. To development Android Mobile App for core scanning modulewith improvement of scanning accuracy for major Android Phones (Samsung S7, S8 in particular) 3. To develop Sales Demo Apps for AuthentiGuard with guidelines offered by Product Marketing Team from DSS 4. To establish the standard testing procedure for all clients AuthentiGuard Mobile App testing 5. To develop Proof of Concept for AuthentiSite", "probability": 0.0004379914383193587 }, { "score": 3.9854319095611572, "text": "(iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) two (2) days after deposit with an internationally recognized overnight courier, specifying two (2) day delivery, with written verification of receipt.", "probability": 0.0004241351667169448 }, { "score": 3.894881248474121, "text": ". Accordingly, this Agreement shall be construed without regard to the party or parties responsible for its preparation, and shall be deemed to have been prepared jointly by the parties. Headings contained in this Agreement are not intended to be full and accurate descriptions of the contents of this Agreement and shall not affect the meaning or interpretation of this Agreement. 9.8. Notice. All notices sent under this Agreement shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail PDF or confirmed facsimile, if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) two (2) days after deposit with an internationally recognized overnight courier, specifying two (2) day delivery, with written verification of receipt.", "probability": 0.00038741696143915796 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Insurance": [ { "text": "", "score": 12.183916091918945, "probability": 0.9999990180117002 }, { "score": -2.757869005203247, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 3.2423863025600126e-07 }, { "score": -3.0001466274261475, "text": "Either party may terminate this Agreement prior to expiration of the Term:", "probability": 2.544748819933873e-07 }, { "score": -3.856386661529541, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 1.0808977172291972e-07 }, { "score": -4.212332248687744, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose.", "probability": 7.571804554132773e-08 }, { "score": -4.96054220199585, "text": "As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 3.583075350300452e-08 }, { "score": -5.579714775085449, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 1.9290909757829057e-08 }, { "score": -5.732089519500732, "text": "1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 1.6564456805882937e-08 }, { "score": -5.787487506866455, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein.", "probability": 1.567177394133638e-08 }, { "score": -5.821079730987549, "text": "2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 1.515406832259878e-08 }, { "score": -5.859999656677246, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if:", "probability": 1.4575603040345198e-08 }, { "score": -5.86972713470459, "text": ":", "probability": 1.4434506551123357e-08 }, { "score": -5.872625827789307, "text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement,", "probability": 1.4392725930654993e-08 }, { "score": -6.002305030822754, "text": "Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.", "probability": 1.264224182058512e-08 }, { "score": -6.0873212814331055, "text": "Upon the expiration or termination of this Agreement,", "probability": 1.1611865713142866e-08 }, { "score": -6.173210144042969, "text": "2.2.2. Upon the expiration or termination of this Agreement,", "probability": 1.0656165224667415e-08 }, { "score": -6.182071208953857, "text": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 1.0562157372860908e-08 }, { "score": -6.1980204582214355, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 1.0395035171617595e-08 }, { "score": -6.273568630218506, "text": "For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 9.638641089055088e-09 }, { "score": -6.454165458679199, "text": "The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term:", "probability": 8.046066225545917e-09 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Covenant Not To Sue": [ { "score": 14.238140106201172, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "probability": 0.30556566955083686 }, { "score": 14.057388305664062, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 0.2550380915392058 }, { "score": 13.297536849975586, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "probability": 0.11929047162651404 }, { "score": 13.242486953735352, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 0.11290102620959205 }, { "score": 13.079998016357422, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 0.09596875054125807 }, { "text": "", "score": 12.140007019042969, "probability": 0.037488402780776246 }, { "score": 11.098747253417969, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or", "probability": 0.013233769528611068 }, { "score": 10.692656517028809, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person", "probability": 0.008816995131673043 }, { "score": 10.63418197631836, "text": "Developer agrees that it will not at any time", "probability": 0.008316209675998757 }, { "score": 10.552478790283203, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or", "probability": 0.007663765152107507 }, { "score": 10.360169410705566, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill.", "probability": 0.006323001508368933 }, { "score": 10.216702461242676, "text": "Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 0.005477928771811642 }, { "score": 10.153064727783203, "text": "DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 0.005140186355310442 }, { "score": 10.137085914611816, "text": "Developer agrees that it will not at any time", "probability": 0.00505870499921686 }, { "score": 9.720335006713867, "text": "Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder. Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "probability": 0.0033346229471063814 }, { "score": 9.355815887451172, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein", "probability": 0.0023159975326832254 }, { "score": 9.321022987365723, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person. 4. Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. \"Improvements\" shall mean technical improvements, modifications or enhancements relating to the Technology that are developed by the Developer pursuant to this Agreement. \"Intellectual Property\" shall mean, but shall not be limited to, all of DSS's (i) issued and pending patents, trademarks, trade names, service marks, designs, logos, and copyrights, and all pending applications for registration thereof; (ii) know-how, inventions, improvements, methods, operation manuals and procedures, trade secrets, technical information, formulas; (iii) computer software and programs, and related documentation, updates, and data, whether in object or source code form, and (vi) other similar proprietary and intellectual rights, whether or not registered.", "probability": 0.0022368029553336524 }, { "score": 9.308409690856934, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person", "probability": 0.0022087666830361953 }, { "score": 9.145920753479004, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person", "probability": 0.0018775079901809915 }, { "score": 9.071771621704102, "text": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill.", "probability": 0.0017433285203784239 } ], "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.088398933410645, "probability": 0.9855493082459397 }, { "score": 6.908071517944336, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns.", "probability": 0.005544862057683897 }, { "score": 6.841082572937012, "text": "The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns.", "probability": 0.00518558571471557 }, { "score": 5.639789581298828, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 0.0015598502248870179 }, { "score": 4.74589204788208, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns.", "probability": 0.0006380697175489573 }, { "score": 4.224057674407959, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "probability": 0.00037865033453585053 }, { "score": 4.064700603485107, "text": "The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns.", "probability": 0.0003228720478759404 }, { "score": 3.5275566577911377, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "probability": 0.00018869126529130964 }, { "score": 2.8357667922973633, "text": "Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill.", "probability": 9.447377634028256e-05 }, { "score": 2.7554547786712646, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns", "probability": 8.718308069126195e-05 }, { "score": 2.6884658336639404, "text": "The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns", "probability": 8.153410005412184e-05 }, { "score": 2.632056474685669, "text": "Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns.", "probability": 7.706212997826852e-05 }, { "score": 2.5673673152923584, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "probability": 7.223486470099088e-05 }, { "score": 2.134986400604248, "text": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "probability": 4.687769168484415e-05 }, { "score": 2.1126527786254883, "text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 4.58423475662406e-05 }, { "score": 2.039968490600586, "text": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "probability": 4.262854056438914e-05 }, { "score": 1.923755407333374, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS", "probability": 3.795157147142797e-05 }, { "score": 1.1623551845550537, "text": "Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns.", "probability": 1.7723841120392784e-05 }, { "score": 0.9641647338867188, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void. The", "probability": 1.4537336027950628e-05 }, { "score": 0.9308574199676514, "text": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. 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remain in effect for a period of 5 years (\"Initial Term\").", "probability": 0.26638143212631377 }, { "score": 14.862700462341309, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "probability": 0.20924196822989238 }, { "score": 12.398689270019531, "text": "15 th day of July, 2010 (\"", "probability": 0.01780501452840089 }, { "text": "", "score": 11.533828735351562, "probability": 0.0074978746323947285 }, { "score": 9.983068466186523, "text": "15 th day of July, 2010 (\"Effective Date\")", "probability": 0.0015901992595779993 }, { "score": 8.740089416503906, "text": "THIS AGREEMENT is made this 15 th day of July, 2010", "probability": 0.0004588097142356884 }, { "score": 8.37186336517334, "text": "15 th day of July", "probability": 0.000317478311841343 }, { "score": 8.224813461303711, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term", "probability": 0.0002740634374056123 }, { "score": 8.17439079284668, "text": "this 15 th day of July, 2010", "probability": 0.0002605870406376014 }, { "score": 8.115938186645508, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term", "probability": 0.0002457916751846958 }, { "score": 7.616101264953613, "text": "15 th day of July,", "probability": 0.00014910450062876568 }, { "score": 7.350860118865967, "text": "July, 2010", "probability": 0.00011436627774458202 }, { "score": 7.182307243347168, "text": "15 th day of July, 2010 (\"Effective Date", "probability": 9.662653423404571e-05 }, { "score": 7.150937080383301, "text": "th day of July, 2010", "probability": 9.364239528805707e-05 }, { "score": 7.132878303527832, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"", "probability": 9.196650596773066e-05 }, { "score": 6.851931571960449, "text": "Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "probability": 6.944101683635393e-05 }, { "score": 6.847507953643799, "text": "Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "probability": 6.913451470638075e-05 }, { "score": 6.6589226722717285, "text": "3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "probability": 5.725235711703993e-05 }, { "score": 6.551966190338135, "text": "of July, 2010", "probability": 5.144495144496978e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Expiration Date": [ { "score": 15.921195983886719, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "probability": 0.7153505914374201 }, { "score": 14.9082670211792, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "probability": 0.25978225451202713 }, { "text": "", "score": 11.610136032104492, "probability": 0.009599517227529535 }, { "score": 11.236459732055664, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.006606384357462179 }, { "score": 10.857872009277344, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.004524236282607621 }, { "score": 9.945724487304688, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute", "probability": 0.0018172080115206456 }, { "score": 9.536587715148926, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program. Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner. ClearLobby will be the Phase II part of the relationship. \u25cfiMedicor will inform USA MCO of all ClearLobby activity as new products and services are introduced into the system \u25cfIMedicor will, from time to time make available upgrade services to its members. In this event, USA MCO will receive a revenue share to be determined on a case by case basis. 3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "probability": 0.0012070320454779253 }, { "score": 8.352855682373047, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term", "probability": 0.0003695136707451494 }, { "score": 7.539737701416016, "text": "\").", "probability": 0.00016386939796661612 }, { "score": 6.745363235473633, "text": "shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "probability": 7.404664931684408e-05 }, { "score": 6.653384208679199, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 6.753974665858909e-05 }, { "score": 6.6484246253967285, "text": "5 years (\"Initial Term\").", "probability": 6.720560694195075e-05 }, { "score": 6.536490440368652, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term", "probability": 6.0088741566978734e-05 }, { "score": 6.390581130981445, "text": "This", "probability": 5.193085832758683e-05 }, { "score": 6.377891540527344, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 5.1276040475514184e-05 }, { "score": 6.343989849090576, "text": "15 th day of July, 2010", "probability": 4.956683219881558e-05 }, { "score": 6.225602626800537, "text": "3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "probability": 4.403279433465046e-05 }, { "score": 6.220600605010986, "text": "Initial Term\").", "probability": 4.3813091275762375e-05 }, { "score": 6.082633018493652, "text": "shall remain in effect for a period of 5 years (\"Initial Term\").", "probability": 3.816676358933645e-05 }, { "score": 5.897802352905273, "text": "remain in effect for a period of 5 years (\"Initial Term\").", "probability": 3.172593255716026e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Renewal Term": [ { "score": 14.445565223693848, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "probability": 0.3327586005836165 }, { "score": 14.36041259765625, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "probability": 0.30559621687703464 }, { "score": 13.597447395324707, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.14249394043695432 }, { "score": 13.381162643432617, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.11477970971977473 }, { "score": 12.533814430236816, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.04918882730765335 }, { "score": 11.92349624633789, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.026718289384243487 }, { "text": "", "score": 11.212848663330078, "probability": 0.013127388115196216 }, { "score": 10.160199165344238, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "probability": 0.004581613577486999 }, { "score": 10.082958221435547, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.004241047546853379 }, { "score": 9.095796585083008, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.0015803536724514886 }, { "score": 8.909053802490234, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement", "probability": 0.00131115166254998 }, { "score": 8.647157669067383, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute", "probability": 0.0010090504592593346 }, { "score": 8.552755355834961, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement", "probability": 0.000918151780370163 }, { "score": 8.00002384185791, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 0.0005282825119218283 }, { "score": 7.605006217956543, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.0003558871111913722 }, { "score": 7.450596332550049, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 0.0003049670359038247 }, { "score": 6.9363908767700195, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 0.00018236282307087522 }, { "score": 6.600366592407227, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as", "probability": 0.00013031752229187698 }, { "score": 6.541373252868652, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.00012285202865280662 }, { "score": 5.992929458618164, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 7.098984352255364e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Notice Period To Terminate Renewal": [ { "score": 13.639610290527344, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "probability": 0.4296332412194054 }, { "score": 13.28634262084961, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.30176973137932783 }, { "score": 12.365488052368164, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.1201582566311942 }, { "text": "", "score": 11.712888717651367, "probability": 0.06256527079118732 }, { "score": 11.112649917602539, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.034328350035039805 }, { "score": 11.029706954956055, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.03159593843423911 }, { "score": 10.086371421813965, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.012301153624966199 }, { "score": 9.083122253417969, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 0.004510661786045041 }, { "score": 8.160869598388672, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement", "probability": 0.0017935398290778082 }, { "score": 6.8054728507995605, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 0.0004624552320018011 }, { "score": 5.5526347160339355, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 0.00013212013493521334 }, { "score": 5.4779558181762695, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above", "probability": 0.00012261295956256178 }, { "score": 5.424398899078369, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "probability": 0.00011621893754806154 }, { "score": 5.332578659057617, "text": "There", "probability": 0.00010602294838235563 }, { "score": 5.261882781982422, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis,", "probability": 9.878637474244251e-05 }, { "score": 4.997786045074463, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn", "probability": 7.585798325911087e-05 }, { "score": 4.852870464324951, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 6.56243863572292e-05 }, { "score": 4.766435623168945, "text": "after, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "probability": 6.019037940316683e-05 }, { "score": 4.698380470275879, "text": "In", "probability": 5.62303910117287e-05 }, { "score": 4.53462028503418, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above", "probability": 4.773654231318493e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Governing Law": [ { "score": 15.576868057250977, "text": "This Agreement shall be governed by the internal laws State of New York.", "probability": 0.5210032871843789 }, { "score": 15.442620277404785, "text": "This Agreement shall be governed by the internal laws State of New York.", "probability": 0.45555140815387996 }, { "text": "", "score": 12.124640464782715, "probability": 0.016502778466515 }, { "score": 10.108726501464844, "text": "This Agreement shall be governed by the internal laws State of New York.\n\nB. All disputes hereunder shall be resolved in the applicable state or federal courts in County of Rockland in the State of New York.", "probability": 0.002198147137595908 }, { "score": 9.914899826049805, "text": "This Agreement shall be governed by the internal laws State of New York", "probability": 0.0018108350996698492 }, { "score": 9.101133346557617, "text": "A. This Agreement shall be governed by the internal laws State of New York.", "probability": 0.000802536164990315 }, { "score": 8.971935272216797, "text": "This Agreement shall be governed by the internal laws State of New York.\n\nB. All disputes hereunder shall be resolved in the applicable state or federal courts in County of Rockland in the State of New York.", "probability": 0.0007052686859692336 }, { "score": 8.938499450683594, "text": "A. This Agreement shall be governed by the internal laws State of New York.", "probability": 0.0006820773197762197 }, { "score": 7.7253828048706055, "text": "This Agreement shall be governed by the internal laws State of New York", "probability": 0.0002027606821072977 }, { "score": 7.272715091705322, "text": "This Agreement shall be governed by the internal laws State of New York.\n\nB. All disputes hereunder shall be resolved in the applicable state or federal courts in County of Rockland in the State of New York", "probability": 0.00012894148084088353 }, { "score": 6.983117580413818, "text": ".", "probability": 9.652105327992055e-05 }, { "score": 6.854902744293213, "text": ".", "probability": 8.490613202337593e-05 }, { "score": 6.303130149841309, "text": "This Agreement shall be governed by the internal laws State of New York.\n\nB. All disputes hereunder shall be resolved in the applicable state or federal courts in County of Rockland in the State of New York", "probability": 4.8899820351515526e-05 }, { "score": 5.870619773864746, "text": "This", "probability": 3.173002351540594e-05 }, { "score": 5.770623683929443, "text": "This", "probability": 2.8710624812081235e-05 }, { "score": 5.689745903015137, "text": "Agreement shall be governed by the internal laws State of New York.", "probability": 2.6479993241933086e-05 }, { "score": 5.597088813781738, "text": "This Agreement shall be governed by the internal laws State of New York.\n\nB. All disputes hereunder shall be resolved in the applicable state or federal courts in County of Rockland in the State of New York. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.\n\n15. AGREEMENT BINDING ON SUCCESSORS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.\n\n16. WAIVER No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.\n\n17. SEVERABILITY If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.\n\n18. ASSIGNABILITY The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 2.413667303606229e-05 }, { "score": 5.589341640472412, "text": "shall be governed by the internal laws State of New York.", "probability": 2.3950404505866028e-05 }, { "score": 5.5892438888549805, "text": "internal laws State of New York.", "probability": 2.39480634295113e-05 }, { "score": 5.534700393676758, "text": "All disputes hereunder shall be resolved in the applicable state or federal courts in County of Rockland in the State of New York.", "probability": 2.2676836080765098e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Most Favored Nation": [ { "score": 13.297506332397461, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.2899052162685257 }, { "score": 12.738805770874023, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.16581180950542324 }, { "score": 12.604159355163574, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.14492364997824647 }, { "score": 12.130521774291992, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "probability": 0.09024872511807555 }, { "score": 12.120036125183105, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.08930735272945446 }, { "text": "", "score": 11.989238739013672, "probability": 0.07835787197840519 }, { "score": 11.986505508422852, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "probability": 0.0781439942673821 }, { "score": 10.698341369628906, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 0.021550285534755506 }, { "score": 9.845014572143555, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.00918032189515436 }, { "score": 9.67509651184082, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction", "probability": 0.007745749246317296 }, { "score": 9.367757797241211, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program. Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner. ClearLobby will be the Phase II part of the relationship. \u25cfiMedicor will inform USA MCO of all ClearLobby activity as new products and services are introduced into the system \u25cfIMedicor will, from time to time make available upgrade services to its members. In this event, USA MCO will receive a revenue share to be determined on a case by case basis.", "probability": 0.005696235362655535 }, { "score": 8.883843421936035, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction", "probability": 0.0035109656676979703 }, { "score": 8.883634567260742, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program. Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner. ClearLobby will be the Phase II part of the relationship. \u25cfiMedicor will inform USA MCO of all ClearLobby activity as new products and services are introduced into the system \u25cfIMedicor will, from time to time make available upgrade services to its members. In this event, USA MCO will receive a revenue share to be determined on a case by case basis.", "probability": 0.0035102324626727923 }, { "score": 8.76109790802002, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.0031054095434082263 }, { "score": 8.351560592651367, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.0020618595903386353 }, { "score": 8.166183471679688, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.0017129742179054046 }, { "score": 8.091404914855957, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.", "probability": 0.0015895526295229823 }, { "score": 8.084538459777832, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65", "probability": 0.0015786754244547269 }, { "score": 7.743276119232178, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "probability": 0.001122236776895682 }, { "score": 7.562754154205322, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.", "probability": 0.0009368818027080943 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Compete": [ { "text": "", "score": 11.845063209533691, "probability": 0.973573653194351 }, { "score": 7.964285850524902, "text": "Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 0.020089476506615356 }, { "score": 5.436634063720703, "text": "were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 0.001604070296564368 }, { "score": 5.169433116912842, "text": "Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement; that the enforcement of the restrictive covenants against Recipient would not impose any undue burden upon Recipient; that none of the restrictive covenants is unreasonable as to period or geographic area; and that the ability to enforce the restrictive covenants against Recipient is a material inducement to the decision of Discloser to consummate this Agreement", "probability": 0.001227946654062785 }, { "score": 4.932409763336182, "text": "Discloser were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 0.0009688165866092926 }, { "score": 4.347231864929199, "text": "divert business from Discloser and to commit irreparable damage to Discloser were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 0.0005396373902491389 }, { "score": 4.109329700469971, "text": "Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement", "probability": 0.0004253852589702546 }, { "score": 3.815448760986328, "text": "commit irreparable damage to Discloser were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 0.0003170673812759906 }, { "score": 3.6416406631469727, "text": "compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 0.0002664818703751202 }, { "score": 3.0690956115722656, "text": "to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 0.00015031921924006037 }, { "score": 2.9095892906188965, "text": "to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 0.0001281568417705731 }, { "score": 2.6486852169036865, "text": "commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 9.872623992119054e-05 }, { "score": 2.643784761428833, "text": "to commit irreparable damage to Discloser were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 9.824361987310692e-05 }, { "score": 2.6417815685272217, "text": "were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement; that the enforcement of the restrictive covenants against Recipient would not impose any undue burden upon Recipient; that none of the restrictive covenants is unreasonable as to period or geographic area; and that the ability to enforce the restrictive covenants against Recipient is a material inducement to the decision of Discloser to consummate this Agreement", "probability": 9.804701593469949e-05 }, { "score": 2.5352625846862793, "text": "Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 8.814014761753615e-05 }, { "score": 2.382768154144287, "text": "any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 7.567392911326201e-05 }, { "score": 2.3505542278289795, "text": "be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 7.327502130586105e-05 }, { "score": 2.1795694828033447, "text": "THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.", "probability": 6.175871087353746e-05 }, { "score": 2.137557029724121, "text": "Discloser were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement; that the enforcement of the restrictive covenants against Recipient would not impose any undue burden upon Recipient; that none of the restrictive covenants is unreasonable as to period or geographic area; and that the ability to enforce the restrictive covenants against Recipient is a material inducement to the decision of Discloser to consummate this Agreement", "probability": 5.9217824094901734e-05 }, { "score": 2.0800113677978516, "text": "Discloser and to commit irreparable damage to Discloser were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 5.590629118181978e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Exclusivity": [ { "text": "", "score": 12.168514251708984, "probability": 0.792655965433085 }, { "score": 10.178133010864258, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.10831114392258635 }, { "score": 9.924219131469727, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.08402330223710702 }, { "score": 7.484402656555176, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder", "probability": 0.007324886742750132 }, { "score": 7.046539783477783, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder", "probability": 0.004727586506549005 }, { "score": 5.235508918762207, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\")", "probability": 0.0007728919310583603 }, { "score": 4.734977722167969, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 0.00046853370320922597 }, { "score": 4.192164421081543, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\")", "probability": 0.00027227014036746897 }, { "score": 4.090938568115234, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.00024605839445221607 }, { "score": 3.871464729309082, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.00019757041348554422 }, { "score": 3.7713210582733154, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and", "probability": 0.00017874342072132267 }, { "score": 3.7281365394592285, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.00017118876814558733 }, { "score": 3.686979293823242, "text": "Each", "probability": 0.000164286131077658 }, { "score": 3.486682176589966, "text": "Each", "probability": 0.00013446614967128635 }, { "score": 2.9189233779907227, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and", "probability": 7.621464939251489e-05 }, { "score": 2.8685593605041504, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor.", "probability": 7.247123148251446e-05 }, { "score": 2.743279218673706, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 6.393772316987416e-05 }, { "score": 2.530655860900879, "text": "4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 5.169112877527452e-05 }, { "score": 2.4133834838867188, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 4.597113958921177e-05 }, { "score": 2.2945475578308105, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.\n\nB. Both parties shall have the right to include this Agreement as an asset of their Company.", "probability": 4.082023332448343e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.097981452941895, "probability": 0.998251885970837 }, { "score": 5.521195411682129, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 0.001389883031996274 }, { "score": 3.3652219772338867, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor.", "probability": 0.00016093514190223412 }, { "score": 3.1717512607574463, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system;", "probability": 0.00013262567971576323 }, { "score": 0.7741240859031677, "text": "\u25cfUSA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 1.2060112832235466e-05 }, { "score": 0.40277671813964844, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor. \u25cfInitially iMedicor will provide the three main attributes of the iMedicor network to the USA MCO provider base, physicians and other healthcare providers. \u25cfThose attributes are:", "probability": 8.319117499190715e-06 }, { "score": 0.20592641830444336, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues", "probability": 6.8326041331715675e-06 }, { "score": -0.15754914283752441, "text": "All such activity will be referred to iMedicor.", "probability": 4.7504070942240495e-06 }, { "score": -0.2926309108734131, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 4.150166900348809e-06 }, { "score": -0.322054386138916, "text": "USA", "probability": 4.0298335610573094e-06 }, { "score": -0.36442673206329346, "text": "USA MCO will not handle any customer service issues.", "probability": 3.862647113729744e-06 }, { "score": -0.372220516204834, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor", "probability": 3.832659486253021e-06 }, { "score": -0.5813889503479004, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All", "probability": 3.1092778943238627e-06 }, { "score": -0.7316522002220154, "text": "Recipient hereby further agrees that it shall not use the Confidential Information of Recipient in the production and/or the providing of any products and/or services now or in anytime in the future.", "probability": 2.6754758731658098e-06 }, { "score": -0.9936703443527222, "text": "Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 2.0587708231189474e-06 }, { "score": -1.0442030429840088, "text": "Recipient hereby agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of Discloser to any person, firm, or business, except to the extent necessary for negotiations, discussions, and consultations with personnel and/or authorized representatives of Discloser, any purpose of Discloser authorized by this Agreement and any purpose Discloser may hereafter authorize in writing. Recipient hereby also agrees that it will use the Confidential Information disclosed by Recipient for informational purposes only. Recipient hereby further agrees that it shall not use the Confidential Information of Recipient in the production and/or the providing of any products and/or services now or in anytime in the future.", "probability": 1.957320445570344e-06 }, { "score": -1.0687143802642822, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system;", "probability": 1.909927113758553e-06 }, { "score": -1.1572463512420654, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor.", "probability": 1.748106338939887e-06 }, { "score": -1.1726244688034058, "text": "Recipient hereby agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of Discloser to any person, firm, or business, except to the extent necessary for negotiations, discussions, and consultations with personnel and/or authorized representatives of Discloser, any purpose of Discloser authorized by this Agreement and any purpose Discloser may hereafter authorize in writing.", "probability": 1.721429400424193e-06 }, { "score": -1.213599681854248, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor. \u25cfInitially iMedicor will provide the three main attributes of the iMedicor network to the USA MCO provider base, physicians and other healthcare providers.", "probability": 1.6523190391161468e-06 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.781980514526367, "probability": 0.994437875532679 }, { "score": 5.165735244750977, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 0.0013310024212414761 }, { "score": 4.617647647857666, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.000769391575344258 }, { "score": 4.358448028564453, "text": "Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 0.0005937156026676527 }, { "score": 4.334874153137207, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.0005798831083457914 }, { "score": 4.040103435516357, "text": "Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement; that the enforcement of the restrictive covenants against Recipient would not impose any undue burden upon Recipient; that none of the restrictive covenants is unreasonable as to period or geographic area; and that the ability to enforce the restrictive covenants against Recipient is a material inducement to the decision of Discloser to consummate this Agreement", "probability": 0.0004318402932210577 }, { "score": 3.821699619293213, "text": "THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.", "probability": 0.00034711356812043093 }, { "score": 3.781327486038208, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 0.0003333789659502914 }, { "score": 3.6245195865631104, "text": "were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 0.00028499509777183844 }, { "score": 3.3061749935150146, "text": "were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement; that the enforcement of the restrictive covenants against Recipient would not impose any undue burden upon Recipient; that none of the restrictive covenants is unreasonable as to period or geographic area; and that the ability to enforce the restrictive covenants against Recipient is a material inducement to the decision of Discloser to consummate this Agreement", "probability": 0.0002072917842067351 }, { "score": 3.0614304542541504, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor.", "probability": 0.0001622896735837569 }, { "score": 2.9244794845581055, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.000141518701908604 }, { "score": 2.471064567565918, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system;", "probability": 8.992868436938371e-05 }, { "score": 2.04257869720459, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 5.858806986655782e-05 }, { "score": 1.9762767553329468, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor. \u25cfInitially iMedicor will provide the three main attributes of the iMedicor network to the USA MCO provider base, physicians and other healthcare providers. \u25cfThose attributes are: oA HIPAA compliant transport system for digital / electronic records and images, oBuild and create community, patient-specific peer collaboration and expansion of referral networks, oAccess to educational resources, certified, skill level and product / device specific. \u25cf\n\n2. COMPENSATION \u25cfIMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 5.4829542647004405e-05 }, { "score": 1.8998615741729736, "text": "THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.", "probability": 5.0795814879558725e-05 }, { "score": 1.6180247068405151, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor.", "probability": 3.8320197214191794e-05 }, { "score": 1.3558521270751953, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base \u25cfWithin 30 days of the execution of this agreement both companies agree to finalize a marketing plan that would detail they promotional activity to the USA MCO network, promotional deliverables, frequency of communication with the USA MCO network and other activities normally found in a strategic marketing plan \u25cfBoth companies agree to publish a press release, upon mutual agreement of content, in regard to the execution of this agreement and periodic updates of the success of this Strategic Alliance \u25cfIt is understood that iMedicor is a public company and is obligated to make certain SEC required filings that from time to time will include mention of the Strategic Alliance between iMedicor and USA MCO \u25cfIMedicor shall provide access to the iMedicor system, training and customer support as required. \u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 2.9482725626020696e-05 }, { "score": 1.3523937463760376, "text": "compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement;", "probability": 2.9380939246233188e-05 }, { "score": 1.3176512718200684, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system;", "probability": 2.8377701110061578e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.158937454223633, "probability": 0.9999961488302457 }, { "score": -0.8637279272079468, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 2.209665894972492e-06 }, { "score": -3.0290162563323975, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 2.5348591901921764e-07 }, { "score": -3.0745770931243896, "text": "THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.", "probability": 2.421960297211412e-07 }, { "score": -3.4186267852783203, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 1.7169123980855596e-07 }, { "score": -3.617795467376709, "text": "Both", "probability": 1.40685804093027e-07 }, { "score": -3.7995705604553223, "text": "4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 1.1730225399169506e-07 }, { "score": -4.0440802574157715, "text": "Recipient hereby agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of Discloser to any person, firm, or business, except to the extent necessary for negotiations, discussions, and consultations with personnel and/or authorized representatives of Discloser, any purpose of Discloser authorized by this Agreement and any purpose Discloser may hereafter authorize in writing.", "probability": 9.185803377907224e-08 }, { "score": -4.078268051147461, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor.", "probability": 8.877068577912062e-08 }, { "score": -4.184955596923828, "text": "Recipient hereby agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of Discloser to any person, firm, or business, except to the extent necessary for negotiations, discussions, and consultations with personnel and/or authorized representatives of Discloser, any purpose of Discloser authorized by this Agreement and any purpose Discloser may hereafter authorize in writing. Recipient hereby also agrees that it will use the Confidential Information disclosed by Recipient for informational purposes only. Recipient hereby further agrees that it shall not use the Confidential Information of Recipient in the production and/or the providing of any products and/or services now or in anytime in the future.", "probability": 7.978766628048321e-08 }, { "score": -4.476134777069092, "text": "Recipient hereby further agrees that it shall not use the Confidential Information of Recipient in the production and/or the providing of any products and/or services now or in anytime in the future.", "probability": 5.963184565705638e-08 }, { "score": -4.496633529663086, "text": "D. Recipient hereby agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of Discloser to any person, firm, or business, except to the extent necessary for negotiations, discussions, and consultations with personnel and/or authorized representatives of Discloser, any purpose of Discloser authorized by this Agreement and any purpose Discloser may hereafter authorize in writing.", "probability": 5.8421910652841125e-08 }, { "score": -4.592493534088135, "text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor. \u25cfUSA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 5.308163425185075e-08 }, { "score": -4.601073265075684, "text": "A. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 5.262815625099212e-08 }, { "score": -4.637508869171143, "text": "D. Recipient hereby agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of Discloser to any person, firm, or business, except to the extent necessary for negotiations, discussions, and consultations with personnel and/or authorized representatives of Discloser, any purpose of Discloser authorized by this Agreement and any purpose Discloser may hereafter authorize in writing. Recipient hereby also agrees that it will use the Confidential Information disclosed by Recipient for informational purposes only. Recipient hereby further agrees that it shall not use the Confidential Information of Recipient in the production and/or the providing of any products and/or services now or in anytime in the future.", "probability": 5.074513048959988e-08 }, { "score": -4.745841979980469, "text": "Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 4.553505876502078e-08 }, { "score": -4.832841396331787, "text": "THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.", "probability": 4.1740969780259034e-08 }, { "score": -4.910040378570557, "text": "All such activity will be referred to iMedicor.", "probability": 3.8639850990178894e-08 }, { "score": -5.166372776031494, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.\n\nB. Both parties shall have the right to include this Agreement as an asset of their Company.", "probability": 2.99027890560852e-08 }, { "score": -5.329619407653809, "text": "USA MCO will not be responsible for any direct sales of the iMedicor communications system;", "probability": 2.539888115127254e-08 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Disparagement": [ { "text": "", "score": 11.743104934692383, "probability": 0.44936596281165836 }, { "score": 11.478700637817383, "text": "Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 0.34496167393812394 }, { "score": 10.602526664733887, "text": "Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 0.14363270016866062 }, { "score": 8.766820907592773, "text": "Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party", "probability": 0.022909543961193966 }, { "score": 8.197423934936523, "text": "Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party", "probability": 0.012963745035186953 }, { "score": 7.953625679016113, "text": "Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.\n\n6. REPRESENTATIONS AND WARRANTIES\n\nA. Each party represents and warrants that it has the right, title, interest and authority to enter into this Agreement and to fully perform its obligations hereunder, and that the rights granted hereunder shall not violate the rights of any third party. Each party represents and warrants that its conduct hereunder shall conform to all applicable federal, state and local law and regulation.\n\nB. Both parties will not have liability for any damages other than direct damages.", "probability": 0.010158983236803405 }, { "score": 7.612794876098633, "text": "C. Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 0.007224857850309009 }, { "score": 6.29780387878418, "text": "if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 0.0019397062843485235 }, { "score": 5.852588653564453, "text": "if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 0.0012427433768814494 }, { "score": 5.346169471740723, "text": "C. Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 0.0007489389217009599 }, { "score": 5.241408348083496, "text": "disparaging or disrespectful comments concerning the other party.", "probability": 0.0006744491678361428 }, { "score": 5.229740142822266, "text": "disrespectful comments concerning the other party.", "probability": 0.0006666252905767246 }, { "score": 5.07069206237793, "text": "disparaging or disrespectful comments concerning the other party.", "probability": 0.0005686016063835633 }, { "score": 4.960396766662598, "text": "if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 0.0005092223350049908 }, { "score": 4.900914669036865, "text": "C. Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party", "probability": 0.000479815968308155 }, { "score": 4.785950660705566, "text": "Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party", "probability": 0.0004277071030710948 }, { "score": 4.71368932723999, "text": "disrespectful comments concerning the other party.", "probability": 0.0003978906780275607 }, { "score": 4.687457084655762, "text": "said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 0.0003875888243468606 }, { "score": 4.679924011230469, "text": "if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 0.00038468005900103944 }, { "score": 4.5983991622924805, "text": "both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 0.00035456338257680776 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Termination For Convenience": [ { "score": 14.744596481323242, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.5101881806382553 }, { "score": 14.633416175842285, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.4565048543505082 }, { "text": "", "score": 11.662591934204102, "probability": 0.02340091425169982 }, { "score": 9.919312477111816, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.004093890068792273 }, { "score": 9.138579368591309, "text": "Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.0018752885231041363 }, { "score": 8.754449844360352, "text": "Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.0012771525152044448 }, { "score": 8.282394409179688, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above", "probability": 0.0007965842078770396 }, { "score": 8.169179916381836, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.0007113171223396304 }, { "score": 7.446269989013672, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above", "probability": 0.0003452291591598957 }, { "score": 6.697192668914795, "text": "A. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.00016322524301054284 }, { "score": 6.286121368408203, "text": "A. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.00010820848742831206 }, { "score": 6.165466785430908, "text": "ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 9.590951763673083e-05 }, { "score": 5.801376819610596, "text": "5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 6.6640683644336e-05 }, { "score": 5.6394853591918945, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.\n\nB. Both parties shall have the right to include this Agreement as an asset of their Company.\n\nC. Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "probability": 5.668013497413402e-05 }, { "score": 5.629759788513184, "text": "Both", "probability": 5.6131560240520176e-05 }, { "score": 5.59989595413208, "text": "Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 5.448003972981279e-05 }, { "score": 5.596649646759033, "text": ".", "probability": 5.4303467534031846e-05 }, { "score": 5.59033203125, "text": "Both", "probability": 5.396148051405087e-05 }, { "score": 5.545902252197266, "text": ".", "probability": 5.16164638863487e-05 }, { "score": 5.418280124664307, "text": "3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 4.543208446057864e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.165002822875977, "probability": 0.6283342858754356 }, { "score": 10.780637741088867, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.15738692208675986 }, { "score": 9.931015968322754, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "probability": 0.06729496857028651 }, { "score": 9.79940414428711, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "probability": 0.05899623619738083 }, { "score": 9.043074607849121, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.02769201521266928 }, { "score": 8.420832633972168, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.\n\n\n\n\n\n \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled. It is anticipated that said report will be available by the 15th of the month for previous activity, returned to iMedicor by the 19th in order to effect a timely disbursement of funds and or stock \u25cfIt is understood that the issuance of stock certificates can take up to four weeks but the issue date will be the 20th of the month of reconcile. \u25cfEquity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation. \u25cfIMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project.", "probability": 0.014863404801166508 }, { "score": 7.979501724243164, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 0.00955984227563017 }, { "score": 7.939238548278809, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction", "probability": 0.00918257854639528 }, { "score": 7.563045501708984, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "probability": 0.00630356285464749 }, { "score": 7.399151802062988, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "probability": 0.005350667429914864 }, { "score": 6.7470245361328125, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction", "probability": 0.0027873575726065857 }, { "score": 6.68653678894043, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.", "probability": 0.0026237544632825675 }, { "score": 6.554567337036133, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project.", "probability": 0.00229937383761618 }, { "score": 6.516700267791748, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project.", "probability": 0.0022139312294110975 }, { "score": 5.702879905700684, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction", "probability": 0.0009811297256537524 }, { "score": 5.621936321258545, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.0009048426892518592 }, { "score": 5.56373929977417, "text": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.0008536865449907411 }, { "score": 5.5389862060546875, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction", "probability": 0.0008328145508545761 }, { "score": 5.461300373077393, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.", "probability": 0.0007705658818134076 }, { "score": 5.458042621612549, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.0007680596542329945 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Change Of Control": [ { "text": "", "score": 12.246583938598633, "probability": 0.9977094089666398 }, { "score": 5.868657112121582, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.0016947499944516523 }, { "score": 4.4814372062683105, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.00042329553829635646 }, { "score": 1.987004280090332, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 3.494018784842941e-05 }, { "score": 1.7809699773788452, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 2.843450516523419e-05 }, { "score": 1.7416982650756836, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 2.7339476025596833e-05 }, { "score": 1.6660559177398682, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 2.5347733522800466e-05 }, { "score": 1.2521913051605225, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.\n\nB. Both parties shall have the right to include this Agreement as an asset of their Company.", "probability": 1.675714452401037e-05 }, { "score": 0.5290932655334473, "text": "Both", "probability": 8.131347601365218e-06 }, { "score": 0.519519031047821, "text": "4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 8.053867670115628e-06 }, { "score": 0.41328826546669006, "text": "\u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 7.242175657121913e-06 }, { "score": 0.04036414623260498, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 4.987813049923881e-06 }, { "score": -0.8338804244995117, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above", "probability": 2.0808011262620865e-06 }, { "score": -1.0885214805603027, "text": "Both parties may terminate this Agreement upon", "probability": 1.6130260037250033e-06 }, { "score": -1.121637225151062, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 1.5604842281622084e-06 }, { "score": -1.280712366104126, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor", "probability": 1.330987349435587e-06 }, { "score": -1.3085482120513916, "text": "5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 1.2944490865748942e-06 }, { "score": -1.3399596214294434, "text": "Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 1.2544205834581614e-06 }, { "score": -1.4001636505126953, "text": "Both parties may", "probability": 1.1811278066897667e-06 }, { "score": -1.570688247680664, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party", "probability": 9.959533630258984e-07 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Anti-Assignment": [ { "score": 14.469354629516602, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 0.9061737811400645 }, { "text": "", "score": 12.127325057983398, "probability": 0.08711259937490912 }, { "score": 9.445072174072266, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor", "probability": 0.005959273892977599 }, { "score": 5.699826240539551, "text": "The", "probability": 0.00014081655135711902 }, { "score": 5.657180309295654, "text": "18. ASSIGNABILITY The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 0.00013493754716721715 }, { "score": 5.027068614959717, "text": "may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 7.185860462185951e-05 }, { "score": 5.015066623687744, "text": "and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 7.100131316952325e-05 }, { "score": 4.974509239196777, "text": ".", "probability": 6.817929918240133e-05 }, { "score": 4.8100080490112305, "text": "not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 5.783764131488602e-05 }, { "score": 4.143167018890381, "text": "be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 2.968965793287067e-05 }, { "score": 4.112729549407959, "text": "license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 2.8799594233725418e-05 }, { "score": 3.9911065101623535, "text": "unless with the written consent of IMedicor.", "probability": 2.550152511201596e-05 }, { "score": 3.9269349575042725, "text": "by operation of law unless with the written consent of IMedicor.", "probability": 2.391645476738768e-05 }, { "score": 3.7894363403320312, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless", "probability": 2.0844040683629784e-05 }, { "score": 3.587275743484497, "text": "USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 1.7028824925205402e-05 }, { "score": 3.3934831619262695, "text": "The license granted hereunder is specific to the USA MCO", "probability": 1.4028835787553822e-05 }, { "score": 3.3913488388061523, "text": "any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 1.3998925649288158e-05 }, { "score": 3.318824052810669, "text": "specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 1.3019598528737284e-05 }, { "score": 3.2215514183044434, "text": "operation of law unless with the written consent of IMedicor.", "probability": 1.1812793827927154e-05 }, { "score": 3.1570029258728027, "text": "is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 1.1074383787193782e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Revenue/Profit Sharing": [ { "score": 14.184314727783203, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.21306723914978645 }, { "score": 14.11977767944336, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.19975083089527795 }, { "score": 13.77889633178711, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program. Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner. ClearLobby will be the Phase II part of the relationship. \u25cfiMedicor will inform USA MCO of all ClearLobby activity as new products and services are introduced into the system \u25cfIMedicor will, from time to time make available upgrade services to its members. In this event, USA MCO will receive a revenue share to be determined on a case by case basis.", "probability": 0.14205146146866832 }, { "score": 13.306205749511719, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 0.08854393011911596 }, { "score": 13.09518051147461, "text": "In this event, USA MCO will receive a revenue share to be determined on a case by case basis.", "probability": 0.07169876883118484 }, { "score": 12.790228843688965, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.", "probability": 0.0528533928803505 }, { "score": 12.33538818359375, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65", "probability": 0.03353807123945582 }, { "score": 12.241363525390625, "text": "The integrated service will generate revenue sharing opportunities for both companies.", "probability": 0.030528375343918047 }, { "score": 12.128301620483398, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.027264750716582926 }, { "score": 12.115525245666504, "text": "The integrated service will generate revenue sharing opportunities for both companies.", "probability": 0.026918621886344255 }, { "text": "", "score": 12.073774337768555, "probability": 0.025817883291399158 }, { "score": 12.036691665649414, "text": "All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.", "probability": 0.0248780211893977 }, { "score": 11.698894500732422, "text": "All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base \u25cfWithin 30 days of the execution of this agreement both companies agree to finalize a marketing plan that would detail they promotional activity to the USA MCO network, promotional deliverables, frequency of communication with the USA MCO network and other activities normally found in a strategic marketing plan \u25cfBoth companies agree to publish a press release, upon mutual agreement of content, in regard to the execution of this agreement and periodic updates of the success of this Strategic Alliance \u25cfIt is understood that iMedicor is a public company and is obligated to make certain SEC required filings that from time to time will include mention of the Strategic Alliance between iMedicor and USA MCO \u25cfIMedicor shall provide access to the iMedicor system, training and customer support as required. \u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.017746486729582026 }, { "score": 11.575590133666992, "text": "All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.", "probability": 0.015687797777387533 }, { "score": 11.191390991210938, "text": "Equity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation. \u25cfIMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.010683324374109215 }, { "score": 10.49882984161377, "text": "All revenue sharing will be reconciled monthly and funds distributed by the 20th of each month by wire transfer for all net collected revenues for the previous month (net of returns and refunds, if any).", "probability": 0.0053447934839177605 }, { "score": 10.329791069030762, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.004513550678517182 }, { "score": 9.953580856323242, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 0.0030983630424283597 }, { "score": 9.936379432678223, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program. Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner. ClearLobby will be the Phase II part of the relationship. \u25cfiMedicor will inform USA MCO of all ClearLobby activity as new products and services are introduced into the system \u25cfIMedicor will, from time to time make available upgrade services to its members. In this event, USA MCO will receive a revenue share to be determined on a case by case basis", "probability": 0.0030455225558306273 }, { "score": 9.910869598388672, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.0029688143467451657 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Price Restrictions": [ { "score": 12.818063735961914, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 0.19203156511923625 }, { "score": 12.478580474853516, "text": "The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 0.1367530164329746 }, { "score": 12.227151870727539, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.10635131378129077 }, { "text": "", "score": 12.01988410949707, "probability": 0.08644255884119041 }, { "score": 11.971287727355957, "text": "The suggested monthly subscription would be $19.95 per month per subscriber.", "probability": 0.08234220140828888 }, { "score": 11.854373931884766, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65", "probability": 0.07325671793395915 }, { "score": 11.58177375793457, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.", "probability": 0.05577745648727673 }, { "score": 11.514890670776367, "text": "The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65", "probability": 0.05216890850849482 }, { "score": 11.409895896911621, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.04696919311347173 }, { "score": 11.21767807006836, "text": "For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.", "probability": 0.03875555476439338 }, { "score": 10.778271675109863, "text": "IMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 0.02497480956113953 }, { "score": 10.593108177185059, "text": "Equity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation. \u25cfIMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.020753277819398744 }, { "score": 10.489035606384277, "text": "Equity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation.", "probability": 0.018702021705312655 }, { "score": 10.270978927612305, "text": "IMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber.", "probability": 0.01503791910889902 }, { "score": 9.888283729553223, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 0.0102561728518858 }, { "score": 9.843907356262207, "text": "The suggested monthly subscription would be $19.95 per month per subscriber", "probability": 0.009810991908842567 }, { "score": 9.814580917358398, "text": "IMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65", "probability": 0.009527448435486014 }, { "score": 9.756561279296875, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.008990399659597949 }, { "score": 9.293320655822754, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.005657129907016989 }, { "score": 9.254429817199707, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 0.005441342651844157 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Minimum Commitment": [ { "text": "", "score": 12.13827896118164, "probability": 0.9431549764168546 }, { "score": 8.184518814086914, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.018092011116569332 }, { "score": 8.026811599731445, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.015452383321013214 }, { "score": 7.818305015563965, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project.", "probability": 0.012544178175376942 }, { "score": 6.626359939575195, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 0.003808790145322437 }, { "score": 6.131649017333984, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 0.0023223989214332746 }, { "score": 5.696453094482422, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.", "probability": 0.0015029122809970521 }, { "score": 5.138080596923828, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "probability": 0.0008598754282479184 }, { "score": 4.6239237785339355, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.000514209468905076 }, { "score": 4.474430084228516, "text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project", "probability": 0.000442808331073147 }, { "score": 3.960886001586914, "text": "Equity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation. \u25cfIMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project.", "probability": 0.0002649637257207828 }, { "score": 3.5948073863983154, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base \u25cfWithin 30 days of the execution of this agreement both companies agree to finalize a marketing plan that would detail they promotional activity to the USA MCO network, promotional deliverables, frequency of communication with the USA MCO network and other activities normally found in a strategic marketing plan \u25cfBoth companies agree to publish a press release, upon mutual agreement of content, in regard to the execution of this agreement and periodic updates of the success of this Strategic Alliance \u25cfIt is understood that iMedicor is a public company and is obligated to make certain SEC required filings that from time to time will include mention of the Strategic Alliance between iMedicor and USA MCO \u25cfIMedicor shall provide access to the iMedicor system, training and customer support as required. \u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.00018373864079063843 }, { "score": 3.3253376483917236, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.\n\n\n\n\n\n \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled. It is anticipated that said report will be available by the 15th of the month for previous activity, returned to iMedicor by the 19th in order to effect a timely disbursement of funds and or stock \u25cfIt is understood that the issuance of stock certificates can take up to four weeks but the issue date will be the 20th of the month of reconcile. \u25cfEquity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation.", "probability": 0.00014033670619217708 }, { "score": 3.245403528213501, "text": "\u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.00012955564230554325 }, { "score": 3.0788538455963135, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.\n\n\n\n\n\n \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled.", "probability": 0.00010967931354788448 }, { "score": 3.0371367931365967, "text": "The suggested monthly subscription would be $19.95 per month per subscriber.", "probability": 0.000105197940602897 }, { "score": 3.0333211421966553, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.\n\n\n\n\n\n \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled. It is anticipated that said report will be available by the 15th of the month for previous activity, returned to iMedicor by the 19th in order to effect a timely disbursement of funds and or stock \u25cfIt is understood that the issuance of stock certificates can take up to four weeks but the issue date will be the 20th of the month of reconcile.", "probability": 0.0001047973068073901 }, { "score": 3.001426935195923, "text": "\u25cfIMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project.", "probability": 0.00010150761965463754 }, { "score": 2.961867570877075, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.\n\n\n\n\n\n \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled. It is anticipated that said report will be available by the 15th of the month for previous activity, returned to iMedicor by the 19th in order to effect a timely disbursement of funds and or stock", "probability": 9.7570432500915e-05 }, { "score": 2.602403402328491, "text": "The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 6.81090660843016e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Volume Restriction": [ { "score": 13.011241912841797, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.6239120073227082 }, { "text": "", "score": 12.031944274902344, "probability": 0.23432562469912432 }, { "score": 10.507787704467773, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.05103721824827928 }, { "score": 10.010741233825684, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 0.03104720118986447 }, { "score": 9.676872253417969, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.", "probability": 0.022234378787984236 }, { "score": 8.755515098571777, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 0.008848805960944705 }, { "score": 8.23022747039795, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to", "probability": 0.0052330532444037434 }, { "score": 8.028221130371094, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.0042758741544110575 }, { "score": 7.966020107269287, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.004018013149146956 }, { "score": 7.518423080444336, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.002568162113442163 }, { "score": 7.4996819496154785, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 0.0025204800547404802 }, { "score": 7.460740566253662, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.0024242155752385703 }, { "score": 7.253079414367676, "text": "\u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.001969632241824 }, { "score": 6.593289852142334, "text": "For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.", "probability": 0.001018221302325679 }, { "score": 6.538854598999023, "text": "The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 0.0009642757579407528 }, { "score": 6.363933563232422, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 0.0008095319765090589 }, { "score": 6.3070831298828125, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base \u25cfWithin 30 days of the execution of this agreement both companies agree to finalize a marketing plan that would detail they promotional activity to the USA MCO network, promotional deliverables, frequency of communication with the USA MCO network and other activities normally found in a strategic marketing plan \u25cfBoth companies agree to publish a press release, upon mutual agreement of content, in regard to the execution of this agreement and periodic updates of the success of this Strategic Alliance \u25cfIt is understood that iMedicor is a public company and is obligated to make certain SEC required filings that from time to time will include mention of the Strategic Alliance between iMedicor and USA MCO \u25cfIMedicor shall provide access to the iMedicor system, training and customer support as required. \u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.000764793483018654 }, { "score": 6.255601406097412, "text": "IMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 0.000726416917668579 }, { "score": 6.183241844177246, "text": "\u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.0006757103817234612 }, { "score": 6.107439994812012, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month", "probability": 0.0006263834387014704 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.181224822998047, "probability": 0.6604056828922096 }, { "score": 10.992444038391113, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.20115455292762852 }, { "score": 10.158418655395508, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.08736092930893442 }, { "score": 9.111043930053711, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 0.03065124937800007 }, { "score": 7.9089484214782715, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder", "probability": 0.009212653464956503 }, { "score": 7.1865105628967285, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder", "probability": 0.00447336113187457 }, { "score": 6.4044084548950195, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.\n\nB. Both parties shall have the right to include this Agreement as an asset of their Company.", "probability": 0.0020463095455753436 }, { "score": 5.950323104858398, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 0.0012994649451573707 }, { "score": 5.790361404418945, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.", "probability": 0.0011073733930973204 }, { "score": 4.800262928009033, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.\n\n\n\n\n\n \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled.", "probability": 0.0004114336226318579 }, { "score": 4.800077438354492, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.00041135731302886915 }, { "score": 4.641254901885986, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\")", "probability": 0.00035094856529478246 }, { "score": 4.227601528167725, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor", "probability": 0.00023205775888413528 }, { "score": 3.8358945846557617, "text": "Each", "probability": 0.00015684834104389905 }, { "score": 3.80546498298645, "text": "Each", "probability": 0.00015214739519359903 }, { "score": 3.70347261428833, "text": "4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.00013739464256525656 }, { "score": 3.6860427856445312, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 0.0001350206269332457 }, { "score": 3.5415308475494385, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.\n\n19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated. USA MCO IMedicor, Inc.", "probability": 0.00011685286984612579 }, { "score": 3.408944606781006, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\")", "probability": 0.00010234294504213053 }, { "score": 3.187565326690674, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property", "probability": 8.201893210222563e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.130911827087402, "probability": 0.938336953667489 }, { "score": 9.335124969482422, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.05730123934552019 }, { "score": 6.017551422119141, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 0.002076634813043337 }, { "score": 4.958492279052734, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.0007201394264470543 }, { "score": 4.691822052001953, "text": "Nothing in the Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein.", "probability": 0.0005515732304733996 }, { "score": 4.3127288818359375, "text": "\u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.0003775418577084602 }, { "score": 3.4272007942199707, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.00015573461244298802 }, { "score": 2.9489831924438477, "text": "Nothing in the Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind;", "probability": 9.653790744719062e-05 }, { "score": 2.5985004901885986, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 6.799628370201952e-05 }, { "score": 2.578056812286377, "text": "\u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 6.662030256034811e-05 }, { "score": 2.267186164855957, "text": "Nothing in the Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein.", "probability": 4.881993467616527e-05 }, { "score": 2.123039722442627, "text": "USA", "probability": 4.22663932512802e-05 }, { "score": 1.9278388023376465, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.", "probability": 3.47712662898194e-05 }, { "score": 1.8969769477844238, "text": "USA MCO will have the option to take all or part of its revenue share in equity", "probability": 3.3714550502851674e-05 }, { "score": 1.392003059387207, "text": "Nothing in the Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind;", "probability": 2.0347450499096056e-05 }, { "score": 1.192044734954834, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9%", "probability": 1.6659777761569034e-05 }, { "score": 1.1033775806427002, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder", "probability": 1.5246197728634994e-05 }, { "score": 0.9951552152633667, "text": "\u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 1.3682364999277883e-05 }, { "score": 0.9170248508453369, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 1.2654051149770879e-05 }, { "score": 0.7647382020950317, "text": "NO JOINT VENTURE Nothing in the Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein.", "probability": 1.0866566307417807e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__License Grant": [ { "text": "", "score": 11.738544464111328, "probability": 0.9999870280224864 }, { "score": -0.3292142152786255, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 5.74160568062096e-06 }, { "score": -1.0313327312469482, "text": "USA MCO will allow access to their network to distribute promotional and educational material highlighting the value proposition of the iMedicor / USA MCO alliance.", "probability": 2.845163088512735e-06 }, { "score": -2.1802306175231934, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 9.01876671827172e-07 }, { "score": -2.256875514984131, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 8.353350365809041e-07 }, { "score": -2.2957510948181152, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 8.034840272036861e-07 }, { "score": -3.114851713180542, "text": "\u25cfUSA MCO will allow access to their network to distribute promotional and educational material highlighting the value proposition of the iMedicor / USA MCO alliance.", "probability": 3.5419821563137515e-07 }, { "score": -3.5615439414978027, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base \u25cfWithin 30 days of the execution of this agreement both companies agree to finalize a marketing plan that would detail they promotional activity to the USA MCO network, promotional deliverables, frequency of communication with the USA MCO network and other activities normally found in a strategic marketing plan \u25cfBoth companies agree to publish a press release, upon mutual agreement of content, in regard to the execution of this agreement and periodic updates of the success of this Strategic Alliance \u25cfIt is understood that iMedicor is a public company and is obligated to make certain SEC required filings that from time to time will include mention of the Strategic Alliance between iMedicor and USA MCO \u25cfIMedicor shall provide access to the iMedicor system, training and customer support as required.", "probability": 2.2659503993476505e-07 }, { "score": -3.8779947757720947, "text": "The license granted hereunder is specific to the USA MCO", "probability": 1.6512679362372116e-07 }, { "score": -4.111250400543213, "text": "USA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 1.3077234672948157e-07 }, { "score": -4.235886573791504, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base \u25cfWithin 30 days of the execution of this agreement both companies agree to finalize a marketing plan that would detail they promotional activity to the USA MCO network, promotional deliverables, frequency of communication with the USA MCO network and other activities normally found in a strategic marketing plan \u25cfBoth companies agree to publish a press release, upon mutual agreement of content, in regard to the execution of this agreement and periodic updates of the success of this Strategic Alliance \u25cfIt is understood that iMedicor is a public company and is obligated to make certain SEC required filings that from time to time will include mention of the Strategic Alliance between iMedicor and USA MCO \u25cfIMedicor shall provide access to the iMedicor system, training and customer support as required. \u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.\n\n\n\n\n\n \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled.", "probability": 1.1544818643113998e-07 }, { "score": -4.291529655456543, "text": "The", "probability": 1.0919974687535784e-07 }, { "score": -4.323550224304199, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor", "probability": 1.0575849825735518e-07 }, { "score": -4.3435139656066895, "text": "18. ASSIGNABILITY The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 1.0366809848485366e-07 }, { "score": -4.377255439758301, "text": "Those attributes are: oA HIPAA compliant transport system for digital / electronic records and images, oBuild and create community, patient-specific peer collaboration and expansion of referral networks, oAccess to educational resources, certified, skill level and product / device specific. \u25cf\n\n2. COMPENSATION \u25cfIMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 1.0022853825416981e-07 }, { "score": -4.478079795837402, "text": "\u25cfThose attributes are: oA HIPAA compliant transport system for digital / electronic records and images, oBuild and create community, patient-specific peer collaboration and expansion of referral networks, oAccess to educational resources, certified, skill level and product / device specific. \u25cf\n\n2. COMPENSATION \u25cfIMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 9.061580128273867e-08 }, { "score": -4.479074478149414, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.\n\n19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated. USA MCO IMedicor, Inc.", "probability": 9.052571216046997e-08 }, { "score": -4.50749397277832, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 8.798923064851268e-08 }, { "score": -4.530045032501221, "text": "USA MCO will allow access to their network to distribute promotional and educational material highlighting the value proposition of the iMedicor / USA MCO alliance", "probability": 8.602718648982659e-08 }, { "score": -4.62339973449707, "text": "IMedicor shall provide access to the iMedicor system, training and customer support as required.", "probability": 7.835961393690478e-08 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Transferable License": [ { "text": "", "score": 11.995309829711914, "probability": 0.97644727697192 }, { "score": 8.148996353149414, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 0.020855282645798775 }, { "score": 6.057957172393799, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 0.0025768509713343804 }, { "score": 1.168802261352539, "text": "The", "probability": 1.9397970896703936e-05 }, { "score": 1.0345290899276733, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 1.6960638824966098e-05 }, { "score": 0.8057398796081543, "text": "18. ASSIGNABILITY The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 1.3492123704692656e-05 }, { "score": 0.6564555168151855, "text": "The license granted hereunder is specific to the USA MCO", "probability": 1.1621092002282128e-05 }, { "score": 0.5325090885162354, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor", "probability": 1.026638837701716e-05 }, { "score": 0.38387084007263184, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 8.848403492030729e-06 }, { "score": 0.2622857093811035, "text": "The", "probability": 7.835399907557463e-06 }, { "score": -0.017486095428466797, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor", "probability": 5.9232193538957396e-06 }, { "score": -0.03685569763183594, "text": "USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 5.809592952862706e-06 }, { "score": -0.45586395263671875, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.\n\n19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated. USA MCO IMedicor, Inc.", "probability": 3.820962115705034e-06 }, { "score": -0.5896520614624023, "text": "The license granted hereunder is specific to the USA MCO", "probability": 3.3424836713817213e-06 }, { "score": -0.7783141136169434, "text": ".", "probability": 2.7677980953846914e-06 }, { "score": -0.9594928026199341, "text": "18. ASSIGNABILITY The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 2.3091359424532475e-06 }, { "score": -0.9835019111633301, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO", "probability": 2.2543558885135095e-06 }, { "score": -1.0588958263397217, "text": "license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 2.090640294271781e-06 }, { "score": -1.1406900882720947, "text": "Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.\n\n11. EFFECT OF TERMINATION Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 1.9264445810501458e-06 }, { "score": -1.142604112625122, "text": "USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 1.922760845711443e-06 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.021718978881836, "probability": 0.9997233541191232 }, { "score": 3.5136120319366455, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 0.00020176969573875472 }, { "score": 1.7042213678359985, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 3.304057206318813e-05 }, { "score": 0.786897599697113, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 1.3202583031129397e-05 }, { "score": 0.2790100574493408, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.\n\n19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated. USA MCO IMedicor, Inc.", "probability": 7.94485820199354e-06 }, { "score": 0.022268295288085938, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 6.145887692143216e-06 }, { "score": -0.799431324005127, "text": "Both parties shall have the right to include this Agreement as an asset of their Company.", "probability": 2.7022467886715943e-06 }, { "score": -0.8129280209541321, "text": "4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 2.6660204008895954e-06 }, { "score": -1.4043493270874023, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 1.4757488676603615e-06 }, { "score": -1.709989070892334, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 1.0871132885827636e-06 }, { "score": -1.888299822807312, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.\n\n19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.", "probability": 9.095685362672646e-07 }, { "score": -1.999596118927002, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder", "probability": 8.137669761904632e-07 }, { "score": -2.013751268386841, "text": "The", "probability": 8.023291262360081e-07 }, { "score": -2.2038309574127197, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor", "probability": 6.634405283336396e-07 }, { "score": -2.2429633140563965, "text": "Each", "probability": 6.379799521277188e-07 }, { "score": -2.3209457397460938, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 5.901191314116905e-07 }, { "score": -2.360630989074707, "text": "10. PUBLICITY The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.\n\n11. EFFECT OF TERMINATION Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 5.671587147976714e-07 }, { "score": -2.3985345363616943, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base \u25cfWithin 30 days of the execution of this agreement both companies agree to finalize a marketing plan that would detail they promotional activity to the USA MCO network, promotional deliverables, frequency of communication with the USA MCO network and other activities normally found in a strategic marketing plan \u25cfBoth companies agree to publish a press release, upon mutual agreement of content, in regard to the execution of this agreement and periodic updates of the success of this Strategic Alliance \u25cfIt is understood that iMedicor is a public company and is obligated to make certain SEC required filings that from time to time will include mention of the Strategic Alliance between iMedicor and USA MCO \u25cfIMedicor shall provide access to the iMedicor system, training and customer support as required. \u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 5.460637010604164e-07 }, { "score": -2.405745029449463, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\")", "probability": 5.421404737180195e-07 }, { "score": -2.4123198986053467, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 5.38587663469141e-07 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.129898071289062, "probability": 0.9999743111093933 }, { "score": 0.7243657112121582, "text": "USA MCO IMedicor, Inc.", "probability": 1.1133432390962423e-05 }, { "score": 0.33160316944122314, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.\n\n19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated. USA MCO IMedicor, Inc.", "probability": 7.517171725575393e-06 }, { "score": -0.34973907470703125, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 3.80321865521265e-06 }, { "score": -1.851940393447876, "text": "IMedicor, Inc.", "probability": 8.467467749818124e-07 }, { "score": -2.91886043548584, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 2.9133728208146345e-07 }, { "score": -3.038513660430908, "text": "USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.\n\n19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated. USA MCO IMedicor, Inc.", "probability": 2.584826092368479e-07 }, { "score": -3.158100128173828, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base \u25cfWithin 30 days of the execution of this agreement both companies agree to finalize a marketing plan that would detail they promotional activity to the USA MCO network, promotional deliverables, frequency of communication with the USA MCO network and other activities normally found in a strategic marketing plan \u25cfBoth companies agree to publish a press release, upon mutual agreement of content, in regard to the execution of this agreement and periodic updates of the success of this Strategic Alliance \u25cfIt is understood that iMedicor is a public company and is obligated to make certain SEC required filings that from time to time will include mention of the Strategic Alliance between iMedicor and USA MCO \u25cfIMedicor shall provide access to the iMedicor system, training and customer support as required. \u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 2.2934833199391921e-07 }, { "score": -3.1583309173583984, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project.", "probability": 2.292954069868903e-07 }, { "score": -3.243408441543579, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base \u25cfWithin 30 days of the execution of this agreement both companies agree to finalize a marketing plan that would detail they promotional activity to the USA MCO network, promotional deliverables, frequency of communication with the USA MCO network and other activities normally found in a strategic marketing plan \u25cfBoth companies agree to publish a press release, upon mutual agreement of content, in regard to the execution of this agreement and periodic updates of the success of this Strategic Alliance \u25cfIt is understood that iMedicor is a public company and is obligated to make certain SEC required filings that from time to time will include mention of the Strategic Alliance between iMedicor and USA MCO \u25cfIMedicor shall provide access to the iMedicor system, training and customer support as required. \u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 2.1059432128827674e-07 }, { "score": -3.5890846252441406, "text": "USA MCO", "probability": 1.4904636785502415e-07 }, { "score": -3.67427134513855, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 1.3687536008129494e-07 }, { "score": -3.7009472846984863, "text": "The license granted hereunder is specific to the USA MCO", "probability": 1.3327235172271403e-07 }, { "score": -3.719855785369873, "text": "USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "probability": 1.307760464409194e-07 }, { "score": -3.7234315872192383, "text": "18. ASSIGNABILITY The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.\n\n19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated. USA MCO IMedicor, Inc.", "probability": 1.3030925229127805e-07 }, { "score": -3.759579658508301, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 1.2568294396042544e-07 }, { "score": -3.9531068801879883, "text": "IMedicor shall provide access to the iMedicor system, training and customer support as required. \u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 1.0356870368953601e-07 }, { "score": -3.9818472862243652, "text": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.\n\n19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated. USA MCO", "probability": 1.0063446467650506e-07 }, { "score": -4.209741592407227, "text": "This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated. USA MCO IMedicor, Inc.", "probability": 8.012600708052475e-08 }, { "score": -4.2242536544799805, "text": "IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated. USA MCO IMedicor, Inc.", "probability": 7.897161009209739e-08 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.683551788330078, "probability": 0.9984659446300295 }, { "score": 5.078207015991211, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 0.0013510408203082777 }, { "score": 2.337956428527832, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis", "probability": 8.721531663064274e-05 }, { "score": 1.247490406036377, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.\n\n\n\n\n\n \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled.", "probability": 2.930956585499834e-05 }, { "score": 1.0233060121536255, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 2.3423260065592734e-05 }, { "score": 0.015390098094940186, "text": "\u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "probability": 8.548994164859526e-06 }, { "score": -0.3691139221191406, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.", "probability": 5.820054432002625e-06 }, { "score": -0.49855566024780273, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 5.113417033546443e-06 }, { "score": -0.6708239316940308, "text": "The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 4.304235787510688e-06 }, { "score": -0.7669036984443665, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 3.9099314346647726e-06 }, { "score": -0.7927603721618652, "text": "USA", "probability": 3.810129447314922e-06 }, { "score": -0.876433253288269, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 3.5042982382508702e-06 }, { "score": -1.4179790019989014, "text": "The suggested monthly subscription would be $19.95 per month per subscriber.", "probability": 2.0389695025080923e-06 }, { "score": -1.6589643955230713, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 1.6023305142381959e-06 }, { "score": -1.895009994506836, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For", "probability": 1.2654319696706909e-06 }, { "score": -2.502379894256592, "text": "IMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 6.893843280750308e-07 }, { "score": -2.5434210300445557, "text": "The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 6.616639411884907e-07 }, { "score": -2.6140170097351074, "text": "In", "probability": 6.165638005947208e-07 }, { "score": -2.639500856399536, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 6.010498997622149e-07 }, { "score": -2.675232410430908, "text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.\n\n\n\n\n\n \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled. It is anticipated that said report will be available by the 15th of the month for previous activity, returned to iMedicor by the 19th in order to effect a timely disbursement of funds and or stock", "probability": 5.799526167518249e-07 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.034133911132812, "probability": 0.9900454442237696 }, { "score": 7.076780319213867, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.006961515907361015 }, { "score": 5.484468460083008, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.0014163531930394874 }, { "score": 5.404394626617432, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute", "probability": 0.001307362254102121 }, { "score": 2.5167760848999023, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 7.28314813664027e-05 }, { "score": 2.0581092834472656, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 4.6038660843607554e-05 }, { "score": 1.4181487560272217, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and,", "probability": 2.427679532475374e-05 }, { "score": 1.4165871143341064, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant,", "probability": 2.4238913255807187e-05 }, { "score": 1.274071455001831, "text": "USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 2.1019354753368113e-05 }, { "score": 1.202436923980713, "text": "The", "probability": 1.9566308580289466e-05 }, { "score": 0.44900357723236084, "text": "\u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 9.210791542756051e-06 }, { "score": 0.32206010818481445, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 8.11271286940101e-06 }, { "score": 0.2813248634338379, "text": ", USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 7.788880008861828e-06 }, { "score": 0.23841798305511475, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 7.461751679494191e-06 }, { "score": 0.02977895736694336, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program. Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner. ClearLobby will be the Phase II part of the relationship.", "probability": 6.056615650413763e-06 }, { "score": -0.12563365697860718, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 5.184837787327154e-06 }, { "score": -0.1959688663482666, "text": "and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 4.832690475446885e-06 }, { "score": -0.2158665657043457, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program. Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner.", "probability": 4.737481415145537e-06 }, { "score": -0.3801541328430176, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and", "probability": 4.0197434425685595e-06 }, { "score": -0.39831438660621643, "text": "USA MCO will have up to five years from the date of issuance to exe4cute", "probability": 3.947402732536033e-06 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Source Code Escrow": [ { "text": "", "score": 12.205503463745117, "probability": 0.9999973358592986 }, { "score": -1.269864797592163, "text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 1.4051437805807197e-06 }, { "score": -2.551178455352783, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 3.9016949750832425e-07 }, { "score": -2.8647844791412354, "text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor. \u25cfUSA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor.", "probability": 2.8513855781970187e-07 }, { "score": -4.2315473556518555, "text": "\u25cfIMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 7.26906200417038e-08 }, { "score": -4.2881855964660645, "text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor. \u25cfUSA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 6.868797260096497e-08 }, { "score": -4.641783714294434, "text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor. \u25cfUSA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 4.822974730834179e-08 }, { "score": -4.643000602722168, "text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor. \u25cfUSA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor. \u25cfInitially iMedicor will provide the three main attributes of the iMedicor network to the USA MCO provider base, physicians and other healthcare providers. \u25cfThose attributes are: oA HIPAA compliant transport system for digital / electronic records and images, oBuild and create community, patient-specific peer collaboration and expansion of referral networks, oAccess to educational resources, certified, skill level and product / device specific. \u25cf\n\n2. COMPENSATION \u25cfIMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.", "probability": 4.817109278221481e-08 }, { "score": -4.747734069824219, "text": "4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 4.3381177081692414e-08 }, { "score": -4.7615790367126465, "text": "Both", "probability": 4.2784704719245256e-08 }, { "score": -4.876587867736816, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 3.8136500477941496e-08 }, { "score": -4.969580173492432, "text": "10. PUBLICITY The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.\n\n11. EFFECT OF TERMINATION Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 3.474999873349495e-08 }, { "score": -5.003454208374023, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 3.359258979003704e-08 }, { "score": -5.170657157897949, "text": "Initially iMedicor will provide the three main attributes of the iMedicor network to the USA MCO provider base, physicians and other healthcare providers. \u25cfThose attributes are: oA HIPAA compliant transport system for digital / electronic records and images, oBuild and create community, patient-specific peer collaboration and expansion of referral networks, oAccess to educational resources, certified, skill level and product / device specific. \u25cf\n\n2. COMPENSATION \u25cfIMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.", "probability": 2.8420267958953e-08 }, { "score": -5.210887908935547, "text": "\u25cfEvery physician that enrolls in iMedicor, including those physicians or other qualified registrants into the iMedicor network that are invited into USA MCO physician communities, through the efforts of USA MCO will be tagged as originating from that source (the USA MCO network). \u25cfMonthly reports detailing revenue generated through subscriptions, ClearLobby or other methods will be detailed in the monthly reports. \u25cfAll revenue sharing will be reconciled monthly and funds distributed by the 20th of each month by wire transfer for all net collected revenues for the previous month (net of returns and refunds, if any). \u25cfIMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 2.7299593176536174e-08 }, { "score": -5.30307674407959, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have:", "probability": 2.489539794685051e-08 }, { "score": -5.4128522872924805, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.", "probability": 2.2307153722749317e-08 }, { "score": -5.665108680725098, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 1.7333673042585097e-08 }, { "score": -5.697010040283203, "text": "Recipient hereby agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of Discloser to any person, firm, or business, except to the extent necessary for negotiations, discussions, and consultations with personnel and/or authorized representatives of Discloser, any purpose of Discloser authorized by this Agreement and any purpose Discloser may hereafter authorize in writing.", "probability": 1.6789432468712915e-08 }, { "score": -5.731579780578613, "text": "\u25cfInitially iMedicor will provide the three main attributes of the iMedicor network to the USA MCO provider base, physicians and other healthcare providers. \u25cfThose attributes are: oA HIPAA compliant transport system for digital / electronic records and images, oBuild and create community, patient-specific peer collaboration and expansion of referral networks, oAccess to educational resources, certified, skill level and product / device specific. \u25cf\n\n2. COMPENSATION \u25cfIMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.", "probability": 1.621894378460353e-08 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Post-Termination Services": [ { "score": 13.976951599121094, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.6106499905032045 }, { "score": 12.899627685546875, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.20792969847945558 }, { "text": "", "score": 12.328407287597656, "probability": 0.11744611545679144 }, { "score": 11.614236831665039, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.", "probability": 0.05750139340321603 }, { "score": 9.07370376586914, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 0.004532511109925005 }, { "score": 6.793857097625732, "text": "such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.0004636753940203217 }, { "score": 6.69148588180542, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 0.00041855717929299555 }, { "score": 6.667765140533447, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party", "probability": 0.0004087455226784651 }, { "score": 5.546205997467041, "text": "In", "probability": 0.00013315763146238765 }, { "score": 5.182558536529541, "text": "such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 9.25626918292895e-05 }, { "score": 4.806685924530029, "text": "Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor", "probability": 6.356185666478399e-05 }, { "score": 4.7701568603515625, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 6.128189743254226e-05 }, { "score": 4.739667892456055, "text": "In", "probability": 5.944167147468084e-05 }, { "score": 4.54218864440918, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 4.878955594020802e-05 }, { "score": 4.28958797454834, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 3.789865420952964e-05 }, { "score": 4.203442573547363, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 3.477053043617423e-05 }, { "score": 4.17607307434082, "text": "all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 3.383178354683231e-05 }, { "score": 4.070055961608887, "text": "3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 3.0428619289130015e-05 }, { "score": 4.020779609680176, "text": ".", "probability": 2.8965551297765127e-05 }, { "score": 3.8583333492279053, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.", "probability": 2.4622507832230876e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Audit Rights": [ { "score": 14.300986289978027, "text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 0.8694396440541927 }, { "text": "", "score": 12.255796432495117, "probability": 0.11246691160972867 }, { "score": 9.607626914978027, "text": "\u25cfIMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 0.007960481928788725 }, { "score": 9.01911735534668, "text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor", "probability": 0.004419294121022621 }, { "score": 8.350573539733887, "text": "edicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 0.0022646861101065932 }, { "score": 7.6703410148620605, "text": "USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 0.001147061714364255 }, { "score": 7.380563259124756, "text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor. \u25cfUSA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor.", "probability": 0.0008584952650701472 }, { "score": 6.662662506103516, "text": "icor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 0.0004187526501974133 }, { "score": 5.624334335327148, "text": "IM", "probability": 0.00014825773934044572 }, { "score": 5.324773788452148, "text": "or will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 0.0001098803112982223 }, { "score": 5.31038761138916, "text": "will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 0.00010831086988300742 }, { "score": 5.26363468170166, "text": "at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 0.00010336357089259977 }, { "score": 5.186964511871338, "text": "during regular business hours at the headquarters of iMedicor.", "probability": 9.573485255783077e-05 }, { "score": 5.137341499328613, "text": "its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 9.110014584284265e-05 }, { "score": 5.127079963684082, "text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor. \u25cfUSA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues.", "probability": 9.017009846728473e-05 }, { "score": 5.05766487121582, "text": "make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 8.412323247629542e-05 }, { "score": 4.5895161628723145, "text": "any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 5.2674637019271e-05 }, { "score": 4.536465167999268, "text": "audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 4.995302550069109e-05 }, { "score": 4.471881866455078, "text": ".", "probability": 4.682886434435778e-05 }, { "score": 4.415806770324707, "text": "for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "probability": 4.427519890593685e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Uncapped Liability": [ { "score": 13.983987808227539, "text": "Both parties will not have liability for any damages other than direct damages.", "probability": 0.7114600512025906 }, { "text": "", "score": 12.307758331298828, "probability": 0.13309854473687863 }, { "score": 12.018058776855469, "text": "Both parties will not have liability for any damages other than direct damages.", "probability": 0.09962271863158716 }, { "score": 10.562750816345215, "text": "Both parties will not have liability for any damages other than direct damages", "probability": 0.023244819192676392 }, { "score": 10.301114082336426, "text": "Both parties will not have liability for any damages other than direct damages. Both parties DO NOT MAKE ANY WARRANTY REGARDING THE QUALITY OF ITS SERVICES. Both parties DO NOT MAKE ANY WARRANTY THAT ALL ERRORS OR FAILURES IN ITS WEBSITES WILL BE CORRECTED. Both parties EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BEYOND THE WARRANTIES CONTAINED IN THIS PARAGRAPH, Both parties DO NOT WARRANT THAT their SITES ARE ERROR-FREE OR THAT OPERATION OF their SITES WILL BE SECURE OR UNINTERRUPTED. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.", "probability": 0.017893643584527864 }, { "score": 8.97126579284668, "text": "Both parties will not have liability for any damages other than direct damages", "probability": 0.004733179868577214 }, { "score": 8.667352676391602, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have:", "probability": 0.0034927316466192996 }, { "score": 8.18899917602539, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have: (a) the right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any material breach of any of the Covenants will cause irreparable injury to Discloser and that money damages will not provide an adequate remedy to Discloser; and\n\n(b) the right and remedy to require a person to account for and pay over to Discloser all compensation, profits, moneys, accruals, increments or other benefits (collectively the ''Benefits'') derived or received by Recipient as a result of any transactions constituting a breach of any of the Covenants, and Recipient hereby agrees to account for and pay over the Benefits to Discloser.", "probability": 0.0021648057541028658 }, { "score": 7.480343818664551, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have:", "probability": 0.0010657462724783363 }, { "score": 7.164767265319824, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have: (a) the right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any material breach of any of the Covenants will cause irreparable injury to Discloser and that money damages will not provide an adequate remedy to Discloser; and", "probability": 0.000777321475930523 }, { "score": 7.0253448486328125, "text": "THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.", "probability": 0.0006761612533465513 }, { "score": 6.904465198516846, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have: (a) the right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any material breach of any of the Covenants will cause irreparable injury to Discloser and that money damages will not provide an adequate remedy to Discloser;", "probability": 0.0005991739388009049 }, { "score": 6.888345718383789, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have: (a) the right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any material breach of any of the Covenants will cause irreparable injury to Discloser and that money damages will not provide an adequate remedy to Discloser;", "probability": 0.0005895929937812219 }, { "score": 5.454324245452881, "text": "Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.\n\nB. Both parties shall have the right to include this Agreement as an asset of their Company.\n\nC. Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.\n\n6. REPRESENTATIONS AND WARRANTIES\n\nA. Each party represents and warrants that it has the right, title, interest and authority to enter into this Agreement and to fully perform its obligations hereunder, and that the rights granted hereunder shall not violate the rights of any third party. Each party represents and warrants that its conduct hereunder shall conform to all applicable federal, state and local law and regulation.\n\nB. Both parties will not have liability for any damages other than direct damages.", "probability": 0.00014052859411084893 }, { "score": 5.213615417480469, "text": "Both", "probability": 0.00011046537869619399 }, { "score": 5.054965496063232, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have: (a) the right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any material breach of any of the Covenants will cause irreparable injury to Discloser and that money damages will not provide an adequate remedy to Discloser; and", "probability": 9.425955829726358e-05 }, { "score": 4.918437957763672, "text": "B. Both parties will not have liability for any damages other than direct damages.", "probability": 8.22303698876738e-05 }, { "score": 4.703460693359375, "text": "(b) the right and remedy to require a person to account for and pay over to Discloser all compensation, profits, moneys, accruals, increments or other benefits (collectively the ''Benefits'') derived or received by Recipient as a result of any transactions constituting a breach of any of the Covenants, and Recipient hereby agrees to account for and pay over the Benefits to Discloser.", "probability": 6.632370884740712e-05 }, { "score": 4.353039741516113, "text": "Both parties will not have liability for any damages other than direct damages. Both parties DO NOT MAKE ANY WARRANTY REGARDING THE QUALITY OF ITS SERVICES. Both parties DO NOT MAKE ANY WARRANTY THAT ALL ERRORS OR FAILURES IN ITS WEBSITES WILL BE CORRECTED. Both parties EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BEYOND THE WARRANTIES CONTAINED IN THIS PARAGRAPH, Both parties DO NOT WARRANT THAT their SITES ARE ERROR-FREE OR THAT OPERATION OF their SITES WILL BE SECURE OR UNINTERRUPTED. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT", "probability": 4.671785758268313e-05 }, { "score": 4.222094535827637, "text": "Both", "probability": 4.098398068047954e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Cap On Liability": [ { "score": 12.651058197021484, "text": "Both parties will not have liability for any damages other than direct damages.", "probability": 0.28346449444532845 }, { "score": 12.56407356262207, "text": "Both parties will not have liability for any damages other than direct damages.", "probability": 0.2598494021947148 }, { "score": 12.310417175292969, "text": "Both parties will not have liability for any damages other than direct damages. Both parties DO NOT MAKE ANY WARRANTY REGARDING THE QUALITY OF ITS SERVICES. Both parties DO NOT MAKE ANY WARRANTY THAT ALL ERRORS OR FAILURES IN ITS WEBSITES WILL BE CORRECTED. Both parties EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BEYOND THE WARRANTIES CONTAINED IN THIS PARAGRAPH, Both parties DO NOT WARRANT THAT their SITES ARE ERROR-FREE OR THAT OPERATION OF their SITES WILL BE SECURE OR UNINTERRUPTED. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.", "probability": 0.20163232256804756 }, { "text": "", "score": 12.147274017333984, "probability": 0.1712805226281358 }, { "score": 10.683832168579102, "text": "THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.", "probability": 0.03964087753500819 }, { "score": 9.736100196838379, "text": "Both parties will not have liability for any damages other than direct damages", "probability": 0.0153655635909659 }, { "score": 9.604140281677246, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.013466013059407703 }, { "score": 8.782328605651855, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have: (a) the right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any material breach of any of the Covenants will cause irreparable injury to Discloser and that money damages will not provide an adequate remedy to Discloser; and\n\n(b) the right and remedy to require a person to account for and pay over to Discloser all compensation, profits, moneys, accruals, increments or other benefits (collectively the ''Benefits'') derived or received by Recipient as a result of any transactions constituting a breach of any of the Covenants, and Recipient hereby agrees to account for and pay over the Benefits to Discloser.", "probability": 0.005920123344528284 }, { "score": 8.167989730834961, "text": "Both parties will not have liability for any damages other than direct damages", "probability": 0.003202777522412111 }, { "score": 8.056689262390137, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have:", "probability": 0.002865428608767439 }, { "score": 7.269072532653809, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have: (a) the right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any material breach of any of the Covenants will cause irreparable injury to Discloser and that money damages will not provide an adequate remedy to Discloser;", "probability": 0.001303562903883448 }, { "score": 6.949939727783203, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.0009474021738374396 }, { "score": 5.9003095626831055, "text": "(b) the right and remedy to require a person to account for and pay over to Discloser all compensation, profits, moneys, accruals, increments or other benefits (collectively the ''Benefits'') derived or received by Recipient as a result of any transactions constituting a breach of any of the Covenants, and Recipient hereby agrees to account for and pay over the Benefits to Discloser.", "probability": 0.0003316544189158172 }, { "score": 4.995089054107666, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have: (a) the right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any material breach of any of the Covenants will cause irreparable injury to Discloser and that money damages will not provide an adequate remedy to Discloser; and", "probability": 0.00013413852187516313 }, { "score": 4.9244537353515625, "text": "Both", "probability": 0.00012499049477176317 }, { "score": 4.81471061706543, "text": "Both parties will not have liability for any damages other than direct damages. Both parties DO NOT MAKE ANY WARRANTY REGARDING THE QUALITY OF ITS SERVICES. Both parties DO NOT MAKE ANY WARRANTY THAT ALL ERRORS OR FAILURES IN ITS WEBSITES WILL BE CORRECTED. Both parties EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BEYOND THE WARRANTIES CONTAINED IN THIS PARAGRAPH, Both parties DO NOT WARRANT THAT their SITES ARE ERROR-FREE OR THAT OPERATION OF their SITES WILL BE SECURE OR UNINTERRUPTED. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.\n\n\n\n\n\n\n\n 7. INDEMNITY Notwithstanding anything to the contrary herein, USA MCO shall indemnify, defend and hold harmless IMedicor, its officers, directors, shareholders, employees, parent and affiliate entities, agents and representatives, against all damages, claims, liabilities, losses and other expenses, including without limitation, reasonable attorney fees and costs, whether or not a lawsuit or other proceedings is filed, that in any way arise out of or related to:", "probability": 0.00011199951873746552 }, { "score": 4.7962493896484375, "text": "Both parties will not have liability for any damages other than direct damages. Both parties DO NOT MAKE ANY WARRANTY REGARDING THE QUALITY OF ITS SERVICES. Both parties DO NOT MAKE ANY WARRANTY THAT ALL ERRORS OR FAILURES IN ITS WEBSITES WILL BE CORRECTED. Both parties EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BEYOND THE WARRANTIES CONTAINED IN THIS PARAGRAPH, Both parties DO NOT WARRANT THAT their SITES ARE ERROR-FREE OR THAT OPERATION OF their SITES WILL BE SECURE OR UNINTERRUPTED. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT", "probability": 0.00010995083890863668 }, { "score": 4.679713726043701, "text": "B. Both parties will not have liability for any damages other than direct damages.", "probability": 9.785606585423533e-05 }, { "score": 4.494523048400879, "text": "Both", "probability": 8.131308946585763e-05 }, { "score": 4.339073657989502, "text": "B. Both parties will not have liability for any damages other than direct damages. Both parties DO NOT MAKE ANY WARRANTY REGARDING THE QUALITY OF ITS SERVICES. Both parties DO NOT MAKE ANY WARRANTY THAT ALL ERRORS OR FAILURES IN ITS WEBSITES WILL BE CORRECTED. Both parties EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BEYOND THE WARRANTIES CONTAINED IN THIS PARAGRAPH, Both parties DO NOT WARRANT THAT their SITES ARE ERROR-FREE OR THAT OPERATION OF their SITES WILL BE SECURE OR UNINTERRUPTED. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.", "probability": 6.96064764339367e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Liquidated Damages": [ { "text": "", "score": 12.091304779052734, "probability": 0.7204149338945462 }, { "score": 10.860492706298828, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.2104010077075347 }, { "score": 9.076029777526855, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.03532363694031148 }, { "score": 8.809431076049805, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.027057213432839507 }, { "score": 6.049840450286865, "text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program. Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner. ClearLobby will be the Phase II part of the relationship. \u25cfiMedicor will inform USA MCO of all ClearLobby activity as new products and services are introduced into the system \u25cfIMedicor will, from time to time make available upgrade services to its members. In this event, USA MCO will receive a revenue share to be determined on a case by case basis.", "probability": 0.0017132000814892576 }, { "score": 5.817748069763184, "text": "In this event, USA MCO will receive a revenue share to be determined on a case by case basis. 3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.0013583498721966981 }, { "score": 5.392210483551025, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 0.0008875708299601923 }, { "score": 5.362672805786133, "text": "Both parties will not have liability for any damages other than direct damages.", "probability": 0.0008617374559490334 }, { "score": 5.038539886474609, "text": "Equity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation. \u25cfIMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.0006231689871850114 }, { "score": 4.380040168762207, "text": "such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.00032256930480935477 }, { "score": 3.8659980297088623, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 0.00019292005354070257 }, { "score": 3.801279306411743, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 0.00018082996130866426 }, { "score": 3.64019513130188, "text": "In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have:", "probability": 0.00015392615498433892 }, { "score": 3.311365842819214, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 0.00011079079417952436 }, { "score": 3.172682285308838, "text": "In", "probability": 9.644376846814417e-05 }, { "score": 2.948357343673706, "text": "In", "probability": 7.706391840762833e-05 }, { "score": 2.7714195251464844, "text": "Both parties will not have liability for any damages other than direct damages", "probability": 6.456660767997632e-05 }, { "score": 2.649942398071289, "text": "In this event, USA MCO will receive a revenue share to be determined on a case by case basis.", "probability": 5.718091798635309e-05 }, { "score": 2.593413829803467, "text": "all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 5.4038225341022094e-05 }, { "score": 2.4924988746643066, "text": "\u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "probability": 4.885109128188392e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Warranty Duration": [ { "text": "", "score": 11.79609203338623, "probability": 0.5248027348650701 }, { "score": 11.536656379699707, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.40487840812671383 }, { "score": 8.976048469543457, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.031279999041219725 }, { "score": 8.964436531066895, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute", "probability": 0.03091887833024251 }, { "score": 6.798389911651611, "text": "USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.0035442278666464964 }, { "score": 5.474778652191162, "text": "\u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.0009433754490941305 }, { "score": 5.156252861022949, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant,", "probability": 0.0006860417977175668 }, { "score": 5.05080509185791, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and,", "probability": 0.000617383746698421 }, { "score": 4.226170063018799, "text": "USA MCO will have up to five years from the date of issuance to exe4cute", "probability": 0.0002706579258956232 }, { "score": 4.213188648223877, "text": "and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.0002671671099784546 }, { "score": 4.2010817527771, "text": ", USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.0002639520471966747 }, { "score": 4.166622161865234, "text": "The", "probability": 0.0002550112995989663 }, { "score": 4.079969882965088, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.\n\nB. Both parties shall have the right to include this Agreement as an asset of their Company.", "probability": 0.00023384431593733297 }, { "score": 4.060783863067627, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as", "probability": 0.00022940053974135173 }, { "score": 3.9246299266815186, "text": "It is understood that the issuance of stock certificates can take up to four weeks but the issue date will be the 20th of the month of reconcile. \u25cfEquity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation. \u25cfIMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 0.00020019975060393724 }, { "score": 3.808680295944214, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to", "probability": 0.00017828189732470713 }, { "score": 3.438230514526367, "text": "The Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and", "probability": 0.00012309005094307305 }, { "score": 3.400719404220581, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 0.00011855833271869216 }, { "score": 3.182530164718628, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 9.531773207367693e-05 }, { "score": 3.162952423095703, "text": "Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute.", "probability": 9.346977458479113e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Insurance": [ { "text": "", "score": 12.12515926361084, "probability": 0.9999886926560535 }, { "score": 0.30510497093200684, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 7.355475176475679e-06 }, { "score": -1.0168434381484985, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 1.9610823668337285e-06 }, { "score": -2.8447070121765137, "text": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 3.152570235034026e-07 }, { "score": -3.0682265758514404, "text": "3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 2.5211080419945853e-07 }, { "score": -3.2651000022888184, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 2.0705723727915772e-07 }, { "score": -3.267545700073242, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 2.0655145659814856e-07 }, { "score": -3.292257785797119, "text": "In", "probability": 2.0150969212997144e-07 }, { "score": -3.2987093925476074, "text": "4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 2.0021381557777037e-07 }, { "score": -3.49893856048584, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 1.6388364682340674e-07 }, { "score": -4.017138957977295, "text": "Both", "probability": 9.760769260140061e-08 }, { "score": -4.556240081787109, "text": "Strategic Alliance Agreement", "probability": 5.6931863985754944e-08 }, { "score": -4.591524124145508, "text": "This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base", "probability": 5.4958103575709796e-08 }, { "score": -4.699602127075195, "text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 4.9328062533574704e-08 }, { "score": -5.046411514282227, "text": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 3.487198384413318e-08 }, { "score": -5.124881744384766, "text": "In this event, USA MCO will receive a revenue share to be determined on a case by case basis. 3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 3.224018067038741e-08 }, { "score": -5.144834995269775, "text": "Both", "probability": 3.160325971017249e-08 }, { "score": -5.205515384674072, "text": "Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner. ClearLobby will be the Phase II part of the relationship. \u25cfiMedicor will inform USA MCO of all ClearLobby activity as new products and services are introduced into the system \u25cfIMedicor will, from time to time make available upgrade services to its members. In this event, USA MCO will receive a revenue share to be determined on a case by case basis. 3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 2.9742585714590502e-08 }, { "score": -5.237002372741699, "text": "Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 2.882067158917824e-08 }, { "score": -5.262385368347168, "text": "5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 2.8098323076906117e-08 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Covenant Not To Sue": [ { "score": 13.155988693237305, "text": "Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.", "probability": 0.6375496767287142 }, { "text": "", "score": 12.07274055480957, "probability": 0.2158069072265795 }, { "score": 11.454305648803711, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.", "probability": 0.11627396268433268 }, { "score": 9.942390441894531, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.025636931457200817 }, { "score": 7.275732040405273, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder", "probability": 0.0017813571995811573 }, { "score": 6.538739204406738, "text": "Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.0008524699748571794 }, { "score": 6.081067085266113, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.", "probability": 0.000539404562578586 }, { "score": 5.828036308288574, "text": "Neither party will take any action or make any claim to any Intellectual Property belonging to the other party", "probability": 0.0004188174280185208 }, { "score": 5.237622261047363, "text": "Neither", "probability": 0.00023206582156493668 }, { "score": 4.837055683135986, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "probability": 0.0001554702612203145 }, { "score": 4.784021377563477, "text": "Neither party will take any action or make any claim to any Intellectual Property belonging to the other party,", "probability": 0.00014743983018220298 }, { "score": 4.569151878356934, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.\n\n\n\n\n\n\n\n 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "probability": 0.00011893185266310648 }, { "score": 4.491612434387207, "text": "4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.", "probability": 0.00011005840928981666 }, { "score": 4.186679840087891, "text": "Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter", "probability": 8.113209461726127e-05 }, { "score": 4.1263532638549805, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party", "probability": 7.638238050224144e-05 }, { "score": 4.048946857452393, "text": "Notwithstanding anything to the contrary herein, USA MCO shall indemnify, defend and hold harmless IMedicor, its officers, directors, shareholders, employees, parent and affiliate entities, agents and representatives, against all damages, claims, liabilities, losses and other expenses, including without limitation, reasonable attorney fees and costs, whether or not a lawsuit or other proceedings is filed, that in any way arise out of or related to: (a) any claim against IMedicor arising out of any breach of any covenants, warranties, representations and agreements made by USA MCO to any third party and/or (b) USA MCO's material breach of any provision of this Agreement; (c) the grossly negligent or willful acts or omissions of USA MCO; and/or (d) any claim by any party based on USA MCO's Products failing to operate and/or function in any manner so advertised by USA MCO and/or its agents.", "probability": 7.069293520102111e-05 }, { "score": 3.5359387397766113, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither", "probability": 4.2323289925902955e-05 }, { "score": 3.4966158866882324, "text": "take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.", "probability": 4.0691314662095724e-05 }, { "score": 3.4385290145874023, "text": "Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.\n\n5. TERMINATION\n\nA. Termination Without Cause. Both", "probability": 3.839502134097231e-05 }, { "score": 3.0823380947113037, "text": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder. Neither party will take any action or make any claim to any Intellectual Property belonging to the other party,", "probability": 2.6889526967444148e-05 } ], "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.191305160522461, "probability": 0.700743596992002 }, { "score": 10.934417724609375, "text": "This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.", "probability": 0.1993883871222717 }, { "score": 9.561626434326172, "text": "This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.", "probability": 0.0505247505664174 }, { "score": 9.458318710327148, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.04556571649227065 }, { "score": 6.759614944458008, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.0030662393294191596 }, { "score": 4.343652725219727, "text": "In this event, USA MCO will receive a revenue share to be determined on a case by case basis. 3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.\n\nIn such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 0.0002737581072776525 }, { "score": 2.971813440322876, "text": "This", "probability": 6.943601016648318e-05 }, { "score": 2.950745105743408, "text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "probability": 6.798841186078148e-05 }, { "score": 2.759875774383545, "text": "For the USA MCO: George Bogle, CEO / President USA MCO Solutions Corp, 916 South Capital of Texas Highway Austin, TX 78746\n\nEither party may change the address or entity to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.\n\n\n\n\n\n\n\n 14. JURISDICTION DISPUTES\n\nA. This Agreement shall be governed by the internal laws State of New York.\n\nB. All disputes hereunder shall be resolved in the applicable state or federal courts in County of Rockland in the State of New York. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.\n\n15. AGREEMENT BINDING ON SUCCESSORS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.", "probability": 5.617478245771899e-05 }, { "score": 2.5242977142333984, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 4.438448117840933e-05 }, { "score": 2.4129934310913086, "text": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO", "probability": 3.970930734636649e-05 }, { "score": 2.329385280609131, "text": "In this event, USA MCO will receive a revenue share to be determined on a case by case basis.", "probability": 3.652428755288978e-05 }, { "score": 1.694793701171875, "text": "In", "probability": 1.9363422965135156e-05 }, { "score": 1.641157627105713, "text": "This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns", "probability": 1.8352206237581476e-05 }, { "score": 1.6305418014526367, "text": "This", "probability": 1.8158412874064613e-05 }, { "score": 1.6287550926208496, "text": "This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns", "probability": 1.8125998043966126e-05 }, { "score": 1.4593257904052734, "text": "such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "probability": 1.5300996568968026e-05 }, { "score": 1.2350831031799316, "text": ".", "probability": 1.2227350346674154e-05 }, { "score": 1.143327236175537, "text": "This Agreement shall be binding upon and shall inure to the benefit of the parties hereto", "probability": 1.1155352273653467e-05 }, { "score": 1.0970025062561035, "text": "14. JURISDICTION DISPUTES\n\nA. This Agreement shall be governed by the internal laws State of New York.\n\nB. All disputes hereunder shall be resolved in the applicable state or federal courts in County of Rockland in the State of New York. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.\n\n15. AGREEMENT BINDING ON SUCCESSORS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.", "probability": 1.0650370468815362e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Document Name": [ { "score": 14.313854217529297, "text": "ENDORSEMENT AGREEMENT", "probability": 0.39097765615379587 }, { "score": 14.07470703125, "text": "ENDORSEMENT AGREEMENT\n\n This Endorsement Agreement", "probability": 0.30781631545811194 }, { "score": 13.974214553833008, "text": "Endorsement Agreement", "probability": 0.2783865872364033 }, { "text": "", "score": 10.718477249145508, "probability": 0.010732466981143485 }, { "score": 9.468382835388184, "text": "ENDORSEMENT AGREEMENT\n\n This Endorsement", "probability": 0.003074612972774219 }, { "score": 9.367890357971191, "text": "Endorsement", "probability": 0.0027806551166384276 }, { "score": 9.020964622497559, "text": "TEARDROP PUTTER CORPORATION", "probability": 0.0019655278160595107 }, { "score": 7.745787620544434, "text": "ENDORSEMENT AGREEMENT\n\n This Endorsement Agreement is", "probability": 0.0005491321346446838 }, { "score": 7.7002763748168945, "text": "ENDORSEMENT AGREEMENT\n\n This", "probability": 0.0005247006183818048 }, { "score": 7.645295143127441, "text": "Endorsement Agreement is", "probability": 0.0004966306632514336 }, { "score": 7.555642604827881, "text": "ENDORSEMENT", "probability": 0.0004540439861978296 }, { "score": 7.496987342834473, "text": "ENDORSEMENT AGRE", "probability": 0.0004281779230470968 }, { "score": 7.1960129737854, "text": "ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between Consolidated Artists and TPC, and cannot be altered or modified except by an agreement in writing signed by both parties. Upon its execution, this Agreement shall supersede all prior negotiations, understandings and agreements, whether oral or written, and such prior agreements shall thereupon be null and void and without further legal effect.\n\n - 17 -\n\n IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.\n\n TEARDROP PUTTER CORPORATION", "probability": 0.0003168930857950481 }, { "score": 6.972092628479004, "text": "TERM OF AGREEMENT", "probability": 0.0002533176165865128 }, { "score": 6.954648971557617, "text": "orsement Agreement", "probability": 0.0002489371477622474 }, { "score": 6.91837739944458, "text": "ORSEMENT AGREEMENT", "probability": 0.00024006959821462533 }, { "score": 6.859203338623047, "text": "ENDORSEMENT AG", "probability": 0.00022627584611812634 }, { "score": 6.679229259490967, "text": "ORSEMENT AGREEMENT\n\n This Endorsement Agreement", "probability": 0.0001890063729700863 }, { "score": 6.619266033172607, "text": "ENDORSEMENT AGREEMENT\n\n This Endorsement Agreement is made", "probability": 0.00017800604450187685 }, { "score": 6.518773555755615, "text": "Endorsement Agreement is made", "probability": 0.00016098722760221027 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Parties": [ { "score": 12.775360107421875, "text": "Teardrop Putter Corporation", "probability": 0.12585928856645437 }, { "score": 12.541034698486328, "text": "Teardrop Putter Corporation having its principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South Carolina 29928 (hereinafter referred to as \"TPC", "probability": 0.09956782961358719 }, { "score": 12.285439491271973, "text": "Teardrop Putter Corporation having its principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South Carolina 29928 (hereinafter referred to as \"TPC\"), and Consolidated Artists Inc.,", "probability": 0.0771108432417417 }, { "score": 12.232407569885254, "text": "Consolidated Artists Inc.,", 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Hochman -------------------- -------------------------------- Brian R. Hochman President\n\n CONSOLIDATED ARTISTS, INC.\n\nDate: 10-4-96", "probability": 0.0074975738995882975 }, { "score": 11.147985458374023, "text": "2-27-96", "probability": 0.007027960343366036 }, { "text": "", "score": 10.899831771850586, "probability": 0.005483495930721354 }, { "score": 10.083847045898438, "text": "DATE: 3/28/96", "probability": 0.0024248219891781285 }, { "score": 9.619890213012695, "text": "January, 1996", "probability": 0.001524705508581971 }, { "score": 9.336077690124512, "text": "This Endorsement Agreement is made and entered into this first (1st) day of January, 1996", "probability": 0.0011479626464088826 }, { "score": 9.1771879196167, "text": "this first (1st) day of January, 1996,", "probability": 0.0009793159011644316 }, { "score": 8.129950523376465, "text": "3/28/", "probability": 0.00034364765427479806 }, { "score": 7.932769298553467, "text": "10-4-96", "probability": 0.0002821490977965117 }, { "score": 7.4897990226745605, "text": "3/28", "probability": 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"text": "first (1st) day of January, 1996", "probability": 0.12687330975194339 }, { "score": 14.311771392822266, "text": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 0.08330948325037506 }, { "score": 13.978983879089355, "text": "3/28/96", "probability": 0.05972644418531243 }, { "score": 13.572113037109375, "text": "January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 0.03976169578958816 }, { "score": 13.459932327270508, "text": "\"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.", "probability": 0.035542292366860524 }, { "score": 13.168384552001953, "text": "2-27-96", "probability": 0.026553871238407297 }, { "score": 13.04412841796875, "text": "January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.", "probability": 0.02345114714318652 }, { "score": 12.986122131347656, "text": "This guaranty shall only be effective upon the execution of the Agreement by Consolidated Artists.\n\nDATE: 3/28/96", "probability": 0.022129534648563973 }, { "score": 12.621612548828125, "text": "1st) day of January, 1996,", "probability": 0.015369784601574952 }, { "score": 12.497052192687988, "text": "first (1st) day of January, 1996,", "probability": 0.01356975185112925 }, { "score": 12.45157527923584, "text": "The term of this Agreement shall commence January 1, 1996", "probability": 0.012966463243209733 }, { "score": 12.345829010009766, "text": "10-4-96", "probability": 0.011665316113528175 }, { "score": 12.13527774810791, "text": "January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 0.009450510323373542 }, { "text": "", "score": 11.70904541015625, "probability": 0.0061708488446278855 }, { "score": 11.701362609863281, "text": "The term of this Agreement shall commence January 1, 1996", "probability": 0.006123621098291112 }, { "score": 11.629193305969238, "text": "\"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof", "probability": 0.005697253977260419 }, { "score": 11.404623031616211, "text": "this first (1st) day of January, 1996", "probability": 0.004551305095589371 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Expiration Date": [ { "score": 16.13222885131836, "text": "\"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.", "probability": 0.5241460974855043 }, { "score": 15.413543701171875, "text": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 0.25546497275467067 }, { "score": 15.11898136138916, "text": "\"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.", "probability": 0.19028500366146722 }, { "score": 12.375495910644531, "text": "\"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.\n\n (e) \"Contract Year\" shall mean that twelve (12)month period of time commencing each first (1st) day of January throughout the Contract Period.", "probability": 0.012244018313345444 }, { "score": 11.695354461669922, "text": "\"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof", "probability": 0.006202150382515632 }, { "text": "", "score": 11.643999099731445, "probability": 0.005891677170068331 }, { "score": 10.337182998657227, "text": "\"Contract Year\" shall mean that twelve (12)month period of time commencing each first (1st) day of January throughout the Contract Period.", "probability": 0.0015947621530848762 }, { "score": 9.782527923583984, "text": "3/28/96", "probability": 0.0009158245515352651 }, { "score": 9.680020332336426, "text": "\"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof", "probability": 0.000826596954297074 }, { "score": 9.41192626953125, "text": "\"Contract Territory\" shall mean the entire world.\n\n (d) \"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.", "probability": 0.0006322109718433564 }, { "score": 8.774309158325195, "text": "(d) \"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.", "probability": 0.0003341553629792284 }, { "score": 8.633027076721191, "text": "(d) \"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.", "probability": 0.00029012850973466855 }, { "score": 8.523994445800781, "text": "January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.", "probability": 0.0002601585703104014 }, { "score": 8.313008308410645, "text": ".", "probability": 0.00021067258396587006 }, { "score": 8.175117492675781, "text": "January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 0.00018353665049973764 }, { "score": 8.110783576965332, "text": "DATE: 3/28/96", "probability": 0.00017210081900296878 }, { "score": 7.537740707397461, "text": "\"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.\n\n (e) \"Contract Year\" shall mean that twelve (12)month period of time commencing each first (1st) day of January throughout the Contract Period", "probability": 9.703168673367347e-05 }, { "score": 7.442768096923828, "text": "The term of this Agreement shall commence January 1, 1996", "probability": 8.824040653124607e-05 }, { "score": 7.370212078094482, "text": "\"Contract Territory\" shall mean the entire world.\n\n (d) \"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.", "probability": 8.206478228428927e-05 }, { "score": 7.327026844024658, "text": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.\n\n - 13 -\n\n 21. SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 7.859622962553857e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Renewal Term": [ { "text": "", "score": 11.410200119018555, "probability": 0.8466956571791158 }, { "score": 9.672532081604004, "text": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 0.14895932380918875 }, { "score": 5.190904140472412, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.0016854714770016472 }, { "score": 4.568262577056885, "text": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 0.0009042980872221767 }, { "score": 3.8056700229644775, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.00042181485875908127 }, { "score": 3.17685866355896, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.00022492232829831945 }, { "score": 3.0262088775634766, "text": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998", "probability": 0.00019346668924541627 }, { "score": 2.8825716972351074, "text": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.\n\n - 13 -\n\n 21. SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.00016758122661208994 }, { "score": 2.864006757736206, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0001644987924124605 }, { "score": 2.7172441482543945, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.0001420445328050925 }, { "score": 2.262862205505371, "text": "The", "probability": 9.017558164869307e-05 }, { "score": 2.1202573776245117, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.\n\n 16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise. Accordingly, Consolidated Artists shall not be precluded from exercising any other remedies, whether at law or in equity, to enforce the terms of this Agreement.\n\n 17. SPECIAL RIGHT OF NEGOTIATION AND TERMINATION. If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 7.819094508610526e-05 }, { "score": 1.9827725887298584, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 6.814713108658843e-05 }, { "score": 1.56730318069458, "text": "The term of this Agreement shall commence January 1, 1996", "probability": 4.497917712757398e-05 }, { "score": 1.5605348348617554, "text": "TPC and Consolidated Artists agree that they will take all necessary steps during the Contract Period and thereafter to protect the Ogle Endorsement, the name \"Brett Ogle\" or any facsimile thereof in connection with the advertisement, promotion, distribution and sale of the Endorsed Product.\n\n\n\n\n\n 20. TERM OF AGREEMENT. The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 4.4675770440458794e-05 }, { "score": 1.0209836959838867, "text": "If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease", "probability": 2.604641574756357e-05 }, { "score": 0.9968159198760986, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 2.542447750702645e-05 }, { "score": 0.9233055114746094, "text": "In addition, TPC shall supply Consolidated Artists at normal wholesale price with such quantities of the Endorsed Product as Ogle may reasonably request for gifts to others.\n\n 19. PROTECTING THE OGLE ENDORSEMENT. TPC and Consolidated Artists agree that they will take all necessary steps during the Contract Period and thereafter to protect the Ogle Endorsement, the name \"Brett Ogle\" or any facsimile thereof in connection with the advertisement, promotion, distribution and sale of the Endorsed Product.\n\n\n\n\n\n 20. TERM OF AGREEMENT. The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 2.3622555165323792e-05 }, { "score": 0.7732977867126465, "text": "During the Contract Period, TPC shall supply Consolidated Artists, at no charge, with such quantities of the Endorsed Product as Consolidated Artists may reasonably request for Ogle's use and the personal use of Ogle's immediate family. In addition, TPC shall supply Consolidated Artists at normal wholesale price with such quantities of the Endorsed Product as Ogle may reasonably request for gifts to others.\n\n 19. PROTECTING THE OGLE ENDORSEMENT. TPC and Consolidated Artists agree that they will take all necessary steps during the Contract Period and thereafter to protect the Ogle Endorsement, the name \"Brett Ogle\" or any facsimile thereof in connection with the advertisement, promotion, distribution and sale of the Endorsed Product.\n\n\n\n\n\n 20. TERM OF AGREEMENT. The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 2.0331964594141784e-05 }, { "score": 0.7226066589355469, "text": "In addition, TPC agrees that Consolidated Artists shall be entitled to the Retainer Fee prorated to the effective date of termination as well any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Consolidated Artists prior to the effective date of termination.\n\n 18. PRODUCTS FOR OGLE'S USE. During the Contract Period, TPC shall supply Consolidated Artists, at no charge, with such quantities of the Endorsed Product as Consolidated Artists may reasonably request for Ogle's use and the personal use of Ogle's immediate family. In addition, TPC shall supply Consolidated Artists at normal wholesale price with such quantities of the Endorsed Product as Ogle may reasonably request for gifts to others.\n\n 19. PROTECTING THE OGLE ENDORSEMENT. TPC and Consolidated Artists agree that they will take all necessary steps during the Contract Period and thereafter to protect the Ogle Endorsement, the name \"Brett Ogle\" or any facsimile thereof in connection with the advertisement, promotion, distribution and sale of the Endorsed Product.\n\n\n\n\n\n 20. TERM OF AGREEMENT. The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 1.9327000935751608e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.81141471862793, "probability": 0.5790308052029395 }, { "score": 11.01867961883545, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.2620723420951478 }, { "score": 9.420082092285156, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.05298575235728058 }, { "score": 8.716522216796875, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 0.026218445203803648 }, { "score": 8.665173530578613, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.02490614330852975 }, { "score": 8.543965339660645, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.022063094959672725 }, { "score": 7.657999515533447, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.009096961686913973 }, { "score": 7.4553070068359375, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.007427935562568225 }, { "score": 6.77829122543335, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination. In this connection, TPC shall provide Consolidated Artists with a list of such previously purchased ad space within seven (7) days of the effective date of termination and all such advertisements released after the effective date of termination shall be subject to Consolidated Artists' prior approval pursuant to the terms of Paragraph 7 below.", "probability": 0.003774365115050319 }, { "score": 6.532682418823242, "text": "(b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.002952414707681212 }, { "score": 6.077117443084717, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies", "probability": 0.0018720955244368365 }, { "score": 5.994503021240234, "text": "In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.00172364973719605 }, { "score": 5.514322757720947, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.\n\n 16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise. Accordingly, Consolidated Artists shall not be precluded from exercising any other remedies, whether at law or in equity, to enforce the terms of this Agreement.\n\n 17. SPECIAL RIGHT OF NEGOTIATION AND TERMINATION. If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.0010663735850857006 }, { "score": 5.290943145751953, "text": "In the event of 0gle's death during the Contract Period;", "probability": 0.0008528975087586088 }, { "score": 5.254956245422363, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution. Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement.", "probability": 0.0008227500808442257 }, { "score": 5.239594459533691, "text": "In the event of 0gle's death during the Contract Period; or", "probability": 0.000810207753186988 }, { "score": 4.976513862609863, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -", "probability": 0.0006227904483840128 }, { "score": 4.934084892272949, "text": "(b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0005969188251860402 }, { "score": 4.869162559509277, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage", "probability": 0.0005593966544643135 }, { "score": 4.842464923858643, "text": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "probability": 0.0005446596828695522 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Governing Law": [ { "score": 15.384706497192383, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 0.9458175397410333 }, { "text": "", "score": 12.199833869934082, "probability": 0.03914125585384843 }, { "score": 11.125838279724121, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia", "probability": 0.013372247235653976 }, { "score": 8.135735511779785, "text": "28. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 0.0006723869333414928 }, { "score": 7.294899940490723, "text": "applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 0.0002900340695222777 }, { "score": 6.822832107543945, "text": "GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 0.00018089749850377205 }, { "score": 6.45064115524292, "text": ".", "probability": 0.00012467864810763974 }, { "score": 6.097485542297363, "text": "This", "probability": 8.75827445921882e-05 }, { "score": 5.965285301208496, "text": "purposes from any payments due hereunder to Consolidated Artists by TPC.\n\n 28. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 7.673698211230162e-05 }, { "score": 5.674422740936279, "text": "Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 5.736998158556587e-05 }, { "score": 5.178847312927246, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia", "probability": 3.495095418116319e-05 }, { "score": 5.00481653213501, "text": "contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 2.9368274375968774e-05 }, { "score": 4.589967727661133, "text": "venue shall be the Commonwealth of Virginia.", "probability": 1.9395986910007906e-05 }, { "score": 4.511752128601074, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and,", "probability": 1.7936730350351325e-05 }, { "score": 4.412219047546387, "text": "in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 1.62374045603214e-05 }, { "score": 4.242626190185547, "text": "Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 1.3704505493209309e-05 }, { "score": 4.2243242263793945, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of", "probability": 1.3455967434494769e-05 }, { "score": 4.1473588943481445, "text": "shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 1.2459175644882982e-05 }, { "score": 4.092702865600586, "text": "the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 1.1796481656417704e-05 }, { "score": 3.9239635467529297, "text": "and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "probability": 9.964831092577956e-06 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Most Favored Nation": [ { "score": 12.50616455078125, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "probability": 0.4740996161576375 }, { "text": "", "score": 12.091489791870117, "probability": 0.3131689124517595 }, { "score": 10.49443244934082, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 0.06341404449057048 }, { "score": 9.567198753356934, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\"). \"Net sales\" shall mean the gross invoice price billed to customers, less customary trade/quantity discounts, rebates and returns actually credited, but with no deductions of any kind. No costs incurred by TPC in the manufacture, advertisement, promotion or exploitation of any Endorsed Product shall be deducted as a cost in calculating the net sales. TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S.", "probability": 0.02508955597319973 }, { "score": 8.921648979187012, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation", "probability": 0.013156315226318514 }, { "score": 8.918057441711426, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the", "probability": 0.013109148578235426 }, { "score": 8.873003005981445, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.012531630842728752 }, { "score": 8.82746410369873, "text": "In addition to the Retainer Fee and the Tournament Bonuses set forth in Paragraphs 8 and 9 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the following bonuses in each Contract Year for Ogle's position on the Official Year-End PGA Tour Money List (\"Money List Bonus(es)\"):", "probability": 0.011973753107033514 }, { "score": 8.819488525390625, "text": "following tournament bonuses for Ogle's", "probability": 0.011878635315386167 }, { "score": 8.619388580322266, "text": "tournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):", "probability": 0.00972443207970549 }, { "score": 8.584220886230469, "text": "TPC shall pay any Money List Bonuses due to Consolidated Artists within thirty (30) days following TPC's receipt of an invoice from Consolidated Artists or Advantage.\n\n - 9 -\n\n 11. ROYALTY COMPENSATION FOR ENDORSED PRODUCT. In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "probability": 0.009388389776681135 }, { "score": 8.442669868469238, "text": "tournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):\n\n (a) Sixty Thousand U.S. Dollars ($60,000), each time Ogle wins a Major Tournament; and\n\n (b) Twenty Thousand U.S. Dollars ($20,000), each time Ogle wins a network televised US PGA Tour Tournament; and", "probability": 0.008149224570257376 }, { "score": 8.382329940795898, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's\n\n - 7 -\n\ntournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):", "probability": 0.00767204229368945 }, { "score": 8.205612182617188, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's\n\n - 7 -\n\ntournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):\n\n (a) Sixty Thousand U.S. Dollars ($60,000), each time Ogle wins a Major Tournament; and\n\n (b) Twenty Thousand U.S. Dollars ($20,000), each time Ogle wins a network televised US PGA Tour Tournament; and", "probability": 0.006429296299899519 }, { "score": 8.162288665771484, "text": "In addition, TPC agrees that Consolidated Artists shall be entitled to the Retainer Fee prorated to the effective date of termination as well any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Consolidated Artists prior to the effective date of termination.", "probability": 0.0061567040360951154 }, { "score": 8.00943660736084, "text": "tournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):", "probability": 0.005284032392097479 }, { "score": 7.195165157318115, "text": "TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S.", "probability": 0.00234062518513866 }, { "score": 7.143077850341797, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand", "probability": 0.002221829065065844 }, { "score": 7.127077102661133, "text": "TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000) payable in four (4) equal installments of Five Thousand U.S. Dollars ($5,000) and due simultaneously with the Retainer Fee on or before the first (1st) day of February, May, August and November in each Contract Year.", "probability": 0.002186561048574161 }, { "score": 7.050440788269043, "text": "agrees to pay Consolidated Artists the appropriate Royalty Compensation in excess of the $5,000 quarterly payment set forth in Paragraph 10 above, due on the sales of the Endorsed Product for the period covered by such statement.", "probability": 0.002025251109926146 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Compete": [ { "text": "", "score": 11.816319465637207, "probability": 0.71710274846875 }, { "score": 10.699748992919922, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.", "probability": 0.2347799425889525 }, { "score": 8.026412963867188, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.016204883247817093 }, { "score": 7.57468318939209, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings", "probability": 0.01031483197897236 }, { "score": 7.42882776260376, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.008914930278623619 }, { "score": 6.56713342666626, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.0037660740569732945 }, { "score": 6.154115200042725, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.002491823739888557 }, { "score": 5.431282043457031, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.0012094693521279023 }, { "score": 5.04244327545166, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above.", "probability": 0.0008198310008007016 }, { "score": 4.9366536140441895, "text": "Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory.", "probability": 0.0007375313243637106 }, { "score": 4.887845993041992, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.0007023985233477138 }, { "score": 4.600406169891357, "text": "Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory. The expenses for the clothing and placement of the", "probability": 0.0005269265246331126 }, { "score": 4.5752644538879395, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0005138438373301928 }, { "score": 4.209359169006348, "text": "Tour Events and the British Open in each Contract Year during the Contract Period", "probability": 0.0003563858941065079 }, { "score": 4.192889213562012, "text": "(b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.0003505643065495395 }, { "score": 4.08800745010376, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 0.00031565896214770533 }, { "score": 3.9408771991729736, "text": "tournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):", "probability": 0.00027247098902828974 }, { "score": 3.7529313564300537, "text": "\"International Tournament\" shall mean European PGA Tour tournaments (excluding the British Open),Japan PGA Tour tournaments and Australian PGA Tour tournaments.\n\n 2. OGLE TO USE ENDORSED PRODUCT. Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.", "probability": 0.0002257856964059708 }, { "score": 3.6207916736602783, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.00019783762542549036 }, { "score": 3.61177396774292, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period", "probability": 0.00019606160375591983 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Exclusivity": [ { "score": 13.598108291625977, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.7711599753357213 }, { "text": "", "score": 12.199126243591309, "probability": 0.19035938674869848 }, { "score": 10.140228271484375, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.02428881175236045 }, { "score": 8.701226234436035, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained;", "probability": 0.0057604395672686895 }, { "score": 8.656973838806152, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product", "probability": 0.0055110842915384 }, { "score": 6.8884077072143555, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.", "probability": 0.0009400664246779471 }, { "score": 5.872821807861328, "text": "3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.0003404828093979339 }, { "score": 5.603763580322266, "text": "WHEREAS, TPC is engaged in the manufacture, distribution and sale of golf putters, and is desirous of acquiring the exclusive right to utilize Ogle's name in connection with the advertisement, promotion and sale of the Teardrop Putter; and\n\n WHEREAS, Consolidated Artists holds all rights to and in Ogle's name and endorsement for purposes of this Agreement; and\n\n WHEREAS, Consolidated Artists being exclusively entitled to such rights within the Contract Territory (as hereinafter defined)", "probability": 0.0002601624934027931 }, { "score": 5.342240333557129, "text": "Subject", "probability": 0.00020029337438376912 }, { "score": 5.235202789306641, "text": "WHEREAS, TPC is engaged in the manufacture, distribution and sale of golf putters, and is desirous of acquiring the exclusive right to utilize Ogle's name in connection with the advertisement, promotion and sale of the Teardrop Putter;", "probability": 0.00017996198234909554 }, { "score": 5.199093341827393, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product", "probability": 0.00017357958058182132 }, { "score": 5.069534778594971, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained", "probability": 0.0001524867350063183 }, { "score": 4.975974082946777, "text": "TPC is engaged in the manufacture, distribution and sale of golf putters, and is desirous of acquiring the exclusive right to utilize Ogle's name in connection with the advertisement, promotion and sale of the Teardrop Putter; and\n\n WHEREAS, Consolidated Artists holds all rights to and in Ogle's name and endorsement for purposes of this Agreement; and\n\n WHEREAS, Consolidated Artists being exclusively entitled to such rights within the Contract Territory (as hereinafter defined)", "probability": 0.00013886703784277837 }, { "score": 4.702025890350342, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.00010559053329800187 }, { "score": 4.607413291931152, "text": "TPC is engaged in the manufacture, distribution and sale of golf putters, and is desirous of acquiring the exclusive right to utilize Ogle's name in connection with the advertisement, promotion and sale of the Teardrop Putter;", "probability": 9.605837907788503e-05 }, { "score": 4.544747829437256, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained;\n\n NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein set forth and for other good and valuable consideration, it is agreed as follows:", "probability": 9.022356624704324e-05 }, { "score": 4.356616497039795, "text": "2. OGLE TO USE ENDORSED PRODUCT. Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 7.475075609058653e-05 }, { "score": 4.21866512298584, "text": "WHEREAS, Consolidated Artists being exclusively entitled to such rights within the Contract Territory (as hereinafter defined)\n\n - 2 -\n\nhas agreed to authorize such use upon the terms and conditions hereinafter contained;", "probability": 6.511845220687826e-05 }, { "score": 4.068185329437256, "text": "OGLE TO USE ENDORSED PRODUCT. Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 5.602108622204983e-05 }, { "score": 3.8848962783813477, "text": "Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 4.663909362771747e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.142385482788086, "probability": 0.9908806050984285 }, { "score": 6.642628192901611, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.004050485530353402 }, { "score": 5.10257625579834, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.0008683024510260024 }, { "score": 5.094311237335205, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.\n\n 16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise. Accordingly, Consolidated Artists shall not be precluded from exercising any other remedies, whether at law or in equity, to enforce the terms of this Agreement.\n\n 17. SPECIAL RIGHT OF NEGOTIATION AND TERMINATION. If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.000861155490800139 }, { "score": 5.05396842956543, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.0008271055142270057 }, { "score": 5.043331623077393, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0008183543775105695 }, { "score": 4.709842681884766, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.0005862852969329874 }, { "score": 3.8127079010009766, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution", "probability": 0.0002390497633358834 }, { "score": 3.7828586101531982, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.00023201973998861973 }, { "score": 3.578542947769165, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.00018914365237275867 }, { "score": 2.880352735519409, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution. Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement. If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease\n\n - 12 -\n\nusing the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above.", "probability": 9.409609803426437e-05 }, { "score": 2.8793785572052, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.\n\n 16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise.", "probability": 9.400447629131118e-05 }, { "score": 2.3248794078826904, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above.", "probability": 5.399239762516581e-05 }, { "score": 2.2643909454345703, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.\n\n 16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise. Accordingly, Consolidated Artists shall not be precluded from exercising any other remedies, whether at law or in equity, to enforce the terms of this Agreement.\n\n 17. SPECIAL RIGHT OF NEGOTIATION AND TERMINATION. If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution", "probability": 5.0823293831939375e-05 }, { "score": 1.9342623949050903, "text": "TPC", "probability": 3.6533375460332215e-05 }, { "score": 1.6382182836532593, "text": "TPC and Consolidated Artists agree that they will take all necessary steps during the Contract Period and thereafter to protect the Ogle Endorsement, the name \"Brett Ogle\" or any facsimile thereof in connection with the advertisement, promotion, distribution and sale of the Endorsed Product.\n\n\n\n\n\n 20. TERM OF AGREEMENT. The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.\n\n - 13 -\n\n 21. SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 2.7171866759042782e-05 }, { "score": 1.5066217184066772, "text": "In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 2.3821429207879766e-05 }, { "score": 1.4779343605041504, "text": "If", "probability": 2.3147764374093643e-05 }, { "score": 1.4408977031707764, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.\n\nIn the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination.", "probability": 2.23061304157509e-05 }, { "score": 1.4085559844970703, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution. Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement. If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease", "probability": 2.1596253024372516e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": [ { "score": 12.078492164611816, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.26153719592710295 }, { "text": "", "score": 12.038227081298828, "probability": 0.2512155739085326 }, { "score": 11.560548782348633, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.15580934802007612 }, { "score": 11.285745620727539, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.", "probability": 0.11837173510132638 }, { "score": 10.648078918457031, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained;", "probability": 0.06256232550082635 }, { "score": 10.56363582611084, "text": "Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period.", "probability": 0.0574962757147737 }, { "score": 10.184680938720703, "text": "Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period. TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.03936059890448967 }, { "score": 9.929248809814453, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.03048799986767695 }, { "score": 8.418476104736328, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings", "probability": 0.0067299011403684165 }, { "score": 7.589620113372803, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.0029379276821318596 }, { "score": 7.548577308654785, "text": "Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory.", "probability": 0.002819787868182303 }, { "score": 7.027248382568359, "text": "WHEREAS, Consolidated Artists being exclusively entitled to such rights within the Contract Territory (as hereinafter defined)", "probability": 0.0016741954675139178 }, { "score": 7.000796794891357, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0016304909149788662 }, { "score": 6.836360931396484, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained", "probability": 0.0013832631105296163 }, { "score": 6.574492931365967, "text": "Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory. The expenses for the clothing and placement of the", "probability": 0.0010645767270618743 }, { "score": 6.565943717956543, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.001055514227251359 }, { "score": 6.543028354644775, "text": "WHEREAS, Consolidated Artists being exclusively entitled to such rights within the Contract Territory (as hereinafter defined)\n\n - 2 -\n\nhas agreed to authorize such use upon the terms and conditions hereinafter contained;", "probability": 0.0010316017630437255 }, { "score": 6.47630500793457, "text": "provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.0009650159564017652 }, { "score": 6.454877853393555, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0009445583670402038 }, { "score": 6.430829048156738, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc. (\"Advantage\"), with a copy of all advertising and promotional materials which will use or show the Ogle Endorsement for their approval. Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.0009221138306915056 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.191478729248047, "probability": 0.9985081870102442 }, { "score": 4.245976448059082, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.00035372343471466906 }, { "score": 4.151495933532715, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.0003218336623108298 }, { "score": 4.0876617431640625, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.00030193164328905995 }, { "score": 3.284442663192749, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.00013523061294124056 }, { "score": 3.262695074081421, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.00013232142174258334 }, { "score": 2.886718273162842, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.\n\n 16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise. Accordingly, Consolidated Artists shall not be precluded from exercising any other remedies, whether at law or in equity, to enforce the terms of this Agreement.\n\n 17. SPECIAL RIGHT OF NEGOTIATION AND TERMINATION. If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 9.085430459189306e-05 }, { "score": 1.7217243909835815, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 2.8339689922040624e-05 }, { "score": 1.4598357677459717, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution", "probability": 2.1810132810174485e-05 }, { "score": 1.224334955215454, "text": "In the event of 0gle's death during the Contract Period; or", "probability": 1.723382215057769e-05 }, { "score": 1.16712486743927, "text": "(a) In the event of 0gle's death during the Contract Period; or", "probability": 1.62755465433726e-05 }, { "score": 1.1060370206832886, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 1.5311067341384608e-05 }, { "score": 0.4870638847351074, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.\n\nIn the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination.", "probability": 8.244965623278788e-06 }, { "score": 0.4211159348487854, "text": "In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 7.71876854729928e-06 }, { "score": 0.42011183500289917, "text": "(b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 7.71102202278339e-06 }, { "score": 0.4036095142364502, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.\n\n 16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise.", "probability": 7.584816470262359e-06 }, { "score": 0.3639058470726013, "text": "(a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 7.289571381870092e-06 }, { "score": 0.2977330684661865, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 6.8228138199171575e-06 }, { "score": 0.19505810737609863, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.\n\n 16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise. Accordingly, Consolidated Artists shall not be precluded from exercising any other remedies, whether at law or in equity, to enforce the terms of this Agreement.\n\n 17. SPECIAL RIGHT OF NEGOTIATION AND TERMINATION. If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution", "probability": 6.157045336082464e-06 }, { "score": 0.0673074722290039, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 5.418648196449941e-06 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.803200721740723, "probability": 0.8657976646283312 }, { "score": 9.009108543395996, "text": "Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder, and that Advantage's failure to disapprove such materials within fourteen (14) days of receipt shall be deemed to be approval.", "probability": 0.05296117295379287 }, { "score": 8.543856620788574, "text": "Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder, and that Advantage's failure to disapprove such materials within fourteen (14) days of receipt shall be deemed to be approval.", "probability": 0.033258392347917935 }, { "score": 7.980770111083984, "text": "prior written approval of Advantage. Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder, and that Advantage's failure to disapprove such materials within fourteen (14) days of receipt shall be deemed to be approval.", "probability": 0.01893894960219359 }, { "score": 7.567636966705322, "text": "Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder,", "probability": 0.012529520281893117 }, { "score": 6.539298057556152, "text": "prior written approval of Advantage. Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder,", "probability": 0.004480562396417638 }, { "score": 6.011003494262695, "text": "Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder", "probability": 0.002641782847275237 }, { "score": 5.436344146728516, "text": "prior written approval of Advantage.", "probability": 0.001487050551657773 }, { "score": 5.294323444366455, "text": "Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder,", "probability": 0.0012901699582453159 }, { "score": 5.082134246826172, "text": "Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder, and that Advantage's failure to disapprove such materials within fourteen (14) days of receipt shall be deemed to be approval", "probability": 0.0010435045029184094 }, { "score": 5.0172247886657715, "text": "Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder, and that Advantage's failure to disapprove such materials within fourteen (14) days of receipt shall be deemed to be approval", "probability": 0.0009779226564806576 }, { "score": 4.982664108276367, "text": "prior written approval of Advantage. Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder", "probability": 0.0009447023488955158 }, { "score": 4.977245807647705, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0009395975098299307 }, { "score": 4.827010154724121, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.0008085285167794751 }, { "score": 4.163937091827393, "text": "(b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0004166068147523792 }, { "score": 4.028220176696777, "text": "In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0003637351422434853 }, { "score": 3.9888858795166016, "text": "prior written approval of Advantage. Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder, and that Advantage's failure to disapprove such materials within fourteen (14) days of receipt shall be deemed to be approval", "probability": 0.0003497056058534146 }, { "score": 3.8722457885742188, "text": "Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder", "probability": 0.000311204914247377 }, { "score": 3.6721646785736084, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.0002547723683782941 }, { "score": 3.4521374702453613, "text": "prior written approval of Advantage. Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder, and that Advantage's failure to disapprove such materials within fourteen (14) days of receipt shall be deemed to be approval.", "probability": 0.00020445405189636824 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Termination For Convenience": [ { "score": 12.426223754882812, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.20885646690424856 }, { "score": 12.338129043579102, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.1912444673709581 }, { "score": 12.20302963256836, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.1670767240726983 }, { "score": 11.978225708007812, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.13343963561951508 }, { "text": "", "score": 11.77375602722168, "probability": 0.10876390535754749 }, { "score": 11.558004379272461, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.08765668513066575 }, { "score": 10.07972526550293, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.019988333241729786 }, { "score": 10.04809856414795, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 0.019366060284290665 }, { "score": 9.722158432006836, "text": "In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.013979359662596303 }, { "score": 9.324960708618164, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.\n\nIn the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination.", "probability": 0.009396940979009996 }, { "score": 9.092279434204102, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:\n\n (a) If TPC is adjudicated as insolvent, declares bankruptcy or fails to continue its business of selling the Endorsed Product; or\n\n (b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.", "probability": 0.007446193290865155 }, { "score": 9.077133178710938, "text": "In the event of 0gle's death during the Contract Period; or", "probability": 0.007334261160994188 }, { "score": 8.93610954284668, "text": "(b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.006369576875289168 }, { "score": 8.812922477722168, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution. Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement. If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease", "probability": 0.005631331852376019 }, { "score": 8.328878402709961, "text": "In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.003470511198774111 }, { "score": 8.035154342651367, "text": "(a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0025872042242295564 }, { "score": 7.807921886444092, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies", "probability": 0.0020613175925509384 }, { "score": 7.780001640319824, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.0020045611124221265 }, { "score": 7.593503475189209, "text": "If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease", "probability": 0.0016635052544102785 }, { "score": 7.593174934387207, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:\n\n (a) If TPC is adjudicated as insolvent, declares bankruptcy or fails to continue its business of selling the Endorsed Product; or\n\n (b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder.", "probability": 0.0016629588148286245 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.247129440307617, "probability": 0.6894902119444547 }, { "score": 10.959491729736328, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.19024539485375316 }, { "score": 9.245898246765137, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution. Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement. If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease", "probability": 0.03428545828994393 }, { "score": 8.920576095581055, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution. Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement.", "probability": 0.024764202344361132 }, { "score": 8.746158599853516, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.020800596429760444 }, { "score": 8.280145645141602, "text": "If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease", "probability": 0.01305235668158792 }, { "score": 8.138263702392578, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution", "probability": 0.011325839122689538 }, { "score": 7.183241367340088, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.004358223099435428 }, { "score": 6.678576946258545, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution. Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement", "probability": 0.0026310947312570294 }, { "score": 6.403105735778809, "text": "Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement. If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease", "probability": 0.001997564716194918 }, { "score": 6.077784061431885, "text": "Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement.", "probability": 0.0014428309517609342 }, { "score": 6.059270858764648, "text": "If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease", "probability": 0.0014163652681157372 }, { "score": 5.615565776824951, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 0.0009088173298820955 }, { "score": 5.357900619506836, "text": "If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease\n\n - 12 -\n\nusing the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above.", "probability": 0.0007023830843876747 }, { "score": 5.243069171905518, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.0006261860377402652 }, { "score": 5.130181789398193, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0005593414610491962 }, { "score": 4.921812057495117, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.00045413313203752903 }, { "score": 4.897130012512207, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.00044306139625713287 }, { "score": 4.344245910644531, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.00025488800448305763 }, { "score": 4.288430690765381, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.00024105112084804473 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Change Of Control": [ { "text": "", "score": 12.266529083251953, "probability": 0.3301619457396891 }, { "score": 11.975460052490234, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.2467841944364465 }, { "score": 10.845491409301758, "text": "Advantage and TPC shall promptly notify each other in writing of any change of address.", "probability": 0.07972200175093802 }, { "score": 10.83530330657959, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.07891390926233939 }, { "score": 10.62727165222168, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.06409240356132728 }, { "score": 10.054059982299805, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.03612966155882393 }, { "score": 9.846510887145996, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 0.029358000032571798 }, { "score": 9.823341369628906, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.028685608905068445 }, { "score": 9.700430870056152, "text": "Advantage and TPC shall promptly notify each other in writing of any change of address.", "probability": 0.02536791193053965 }, { "score": 9.205171585083008, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.015459532147627178 }, { "score": 9.091689109802246, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.013801031079816029 }, { "score": 8.982146263122559, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n - 15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.0123690880209398 }, { "score": 8.9796142578125, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment", "probability": 0.01233780904037357 }, { "score": 8.669975280761719, "text": "In the event of 0gle's death during the Contract Period; or", "probability": 0.009052396019984482 }, { "score": 7.925254821777344, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise", "probability": 0.004298684377982272 }, { "score": 7.889214515686035, "text": "In the event of 0gle's death during the Contract Period;", "probability": 0.0041465170267060225 }, { "score": 7.550721168518066, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.\n\n 26. NOTICES. All notices required hereunder shall be sent by telefax, overnight mail or first class mail, return receipt requested, as appropriate, to the parties at the following addresses:\n\n TPC Mr. Fred A. Hochman President Teardrop Putter Corporation 207 WatersEdge, Shelter Cove Hilton Head Island, South Carolina 29928\n\n Consolidated Consolidated Artists, Inc.", "probability": 0.0029558178005262906 }, { "score": 7.317746639251709, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 0.0023415212728788047 }, { "score": 7.203208923339844, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.\n\nIn the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination.", "probability": 0.0020881178684586496 }, { "score": 7.126457691192627, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n - 15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment", "probability": 0.0019338481669628252 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Anti-Assignment": [ { "score": 13.709287643432617, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.7076924248654869 }, { "text": "", "score": 12.099798202514648, "probability": 0.14153119189745986 }, { "score": 11.694311141967773, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n - 15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.0943520566511643 }, { "score": 10.825287818908691, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise", "probability": 0.039567566172629604 }, { "score": 8.744659423828125, "text": "\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.004940079141123682 }, { "score": 8.500636100769043, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment", "probability": 0.0038704006487146167 }, { "score": 7.436582088470459, "text": "\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.0013354976797261392 }, { "score": 7.340432167053223, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.0012130697068113753 }, { "score": 6.978002071380615, "text": "any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.0008442758503267994 }, { "score": 6.892580509185791, "text": "hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.0007751508967477702 }, { "score": 6.642477035522461, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to", "probability": 0.0006036256627954949 }, { "score": 6.485659599304199, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n - 15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment", "probability": 0.0005160155011403937 }, { "score": 6.424981117248535, "text": "encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.00048563549098400383 }, { "score": 6.392752170562744, "text": "ign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.0004702334987832186 }, { "score": 6.207304954528809, "text": "or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.00039063833645189137 }, { "score": 6.129819869995117, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof", "probability": 0.00036151266540769425 }, { "score": 5.931095123291016, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0002963592290022241 }, { "score": 5.833529949188232, "text": "15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.0002688106305070067 }, { "score": 5.741180419921875, "text": "transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.0002450978764833153 }, { "score": 5.72165060043335, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.00024035759825400324 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": [ { "score": 14.437942504882812, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "probability": 0.38421979440058757 }, { "score": 14.204336166381836, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "probability": 0.3041765932476066 }, { "score": 12.601197242736816, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 0.06121972906710169 }, { "score": 12.471359252929688, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\"). \"Net sales\" shall mean the gross invoice price billed to customers, less customary trade/quantity discounts, rebates and returns actually credited, but with no deductions of any kind. No costs incurred by TPC in the manufacture, advertisement, promotion or exploitation of any Endorsed Product shall be deducted as a cost in calculating the net sales. TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000) payable in four (4) equal installments of Five Thousand U.S. Dollars ($5,000) and due simultaneously with the Retainer Fee on or before the first (1st) day of February, May, August and November in each Contract Year.", "probability": 0.05376547422530449 }, { "score": 12.23835563659668, "text": "TPC shall pay any Money List Bonuses due to Consolidated Artists within thirty (30) days following TPC's receipt of an invoice from Consolidated Artists or Advantage.\n\n - 9 -\n\n 11. ROYALTY COMPENSATION FOR ENDORSED PRODUCT. In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "probability": 0.04259035851860653 }, { "text": "", "score": 12.085953712463379, "probability": 0.036569917553425306 }, { "score": 11.282577514648438, "text": "In addition to the Retainer Fee and the Tournament Bonuses set forth in Paragraphs 8 and 9 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the following bonuses in each Contract Year for Ogle's position on the Official Year-End PGA Tour Money List (\"Money List Bonus(es)\"):", "probability": 0.0163765392950948 }, { "score": 11.167778015136719, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the", "probability": 0.014600419779850242 }, { "score": 11.132671356201172, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation", "probability": 0.014096740795503552 }, { "score": 11.031764030456543, "text": "following tournament bonuses for Ogle's", "probability": 0.01274369061840114 }, { "score": 10.9963960647583, "text": "agrees to pay Consolidated Artists the appropriate Royalty Compensation in excess of the $5,000 quarterly payment set forth in Paragraph 10 above, due on the sales of the Endorsed Product for the period covered by such statement.", "probability": 0.0123008495606793 }, { "score": 10.85914134979248, "text": "TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000) payable in four (4) equal installments of Five Thousand U.S. Dollars ($5,000) and due simultaneously with the Retainer Fee on or before the first (1st) day of February, May, August and November in each Contract Year.", "probability": 0.010723242854715365 }, { "score": 10.843524932861328, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation", "probability": 0.010557084995409463 }, { "score": 10.146141052246094, "text": "In consideration of the rights and benefits granted to TPC hereunder, TPC agrees to pay Consolidated Artists on behalf of Ogle a retainer fee in each Contract Year during the Contract Period (\"Retainer Fee\") in accordance with the following schedule:\n\nCONTRACT YEAR RETAINER FEE\n\nFirst (1st) Contract Year Fifty-Five Thousand U.S. (Jan. 1, 1996-Dec. 31, 1996) Dollars ($55,000)", "probability": 0.005256226203516025 }, { "score": 10.037955284118652, "text": "agrees to pay Consolidated Artists the appropriate Royalty Compensation in excess of the $5,000 quarterly payment set forth in Paragraph 10 above, due on the sales of the Endorsed Product for the period covered by such statement.", "probability": 0.004717257295901405 }, { "score": 9.808939933776855, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's\n\n - 7 -\n\ntournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):", "probability": 0.0037517117368159694 }, { "score": 9.744431495666504, "text": "In consideration of the rights and benefits granted to TPC hereunder, TPC agrees to pay Consolidated Artists on behalf of Ogle a retainer fee in each Contract Year during the Contract Period (\"Retainer Fee\") in accordance with the following schedule:\n\nCONTRACT YEAR RETAINER FEE\n\nFirst (1st) Contract Year Fifty-Five Thousand U.S. (Jan. 1, 1996-Dec. 31, 1996) Dollars ($55,000)\n\nSecond (2nd) Contract Year Seventy Thousand U.S. (Jan. 1, 1997-Dec. 31, 1997) Dollars (70,000)", "probability": 0.0035173355637749186 }, { "score": 9.595146179199219, "text": "In consideration of the rights and benefits granted to TPC hereunder, TPC agrees to pay Consolidated Artists on behalf of Ogle a retainer fee in each Contract Year during the Contract Period (\"Retainer Fee\") in accordance with the following schedule:", "probability": 0.003029563180896734 }, { "score": 9.587489128112793, "text": "Said Retainer Fee shall be paid in four (4) equal installments on or before the first (1st) day of February, May, August and November in each Contract Year.\n\n 9. TOURNAMENT BONUSES. In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 0.0030064542469022473 }, { "score": 9.509544372558594, "text": "In addition to the Retainer Fee and the Tournament Bonuses set forth in Paragraphs 8 and 9 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the following bonuses in each Contract Year for Ogle's position on the Official Year-End PGA Tour Money List (\"Money List Bonus(es)\"):\n\n (a) Fifty Thousand U.S. Dollars ($50,000) each time Ogle finishes in first (1st) place on the Official Year-End PGA Tour Money List; and", "probability": 0.0027810168599068314 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Price Restrictions": [ { "score": 13.292947769165039, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.2968106250654016 }, { "score": 13.263494491577148, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.2881960655887678 }, { "text": "", "score": 12.033129692077637, "probability": 0.08420684666915343 }, { "score": 11.738576889038086, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.06272270035616505 }, { "score": 11.334691047668457, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.041881222993069595 }, { "score": 11.074646949768066, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration", "probability": 0.032291159400470795 }, { "score": 10.822540283203125, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.025095456741225226 }, { "score": 10.818790435791016, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration", "probability": 0.02500152882544718 }, { "score": 10.794673919677734, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration", "probability": 0.02440579148074664 }, { "score": 10.595392227172852, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc. (\"Advantage\"), with a copy of all advertising and promotional materials which will use or show the Ogle Endorsement for their approval. Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.01999613025130544 }, { "score": 10.554481506347656, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.019194581901370706 }, { "score": 10.526615142822266, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration", "probability": 0.0186670825829367 }, { "score": 10.327333450317383, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc. (\"Advantage\"), with a copy of all advertising and promotional materials which will use or show the Ogle Endorsement for their approval. Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.01529429664408729 }, { "score": 10.304729461669922, "text": "Consolidated Artists agrees, if requested by TPC, to make Ogle available for one (1) day on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC for the purpose of taking still photographs for the preparation and production of advertising and promotional materials. TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.014952462498558737 }, { "score": 9.711700439453125, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.008263489696080394 }, { "score": 9.503812789916992, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC", "probability": 0.006712418579931633 }, { "score": 9.458305358886719, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC.", "probability": 0.00641379987247477 }, { "score": 9.32124137878418, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC.", "probability": 0.005592284718772063 }, { "score": 8.399152755737305, "text": "In addition, TPC shall supply Consolidated Artists at normal wholesale price with such quantities of the Endorsed Product as Ogle may reasonably request for gifts to others.", "probability": 0.002223982029205786 }, { "score": 8.331295013427734, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "probability": 0.0020780741048294486 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Minimum Commitment": [ { "score": 14.188772201538086, "text": "TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000) payable in four (4) equal installments of Five Thousand U.S. Dollars ($5,000) and due simultaneously with the Retainer Fee on or before the first (1st) day of February, May, August and November in each Contract Year.", "probability": 0.2707187346718777 }, { "score": 13.582745552062988, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.14768088345994523 }, { "score": 13.54368782043457, "text": "TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000) payable in four (4) equal installments of Five Thousand U.S. Dollars ($5,000) and due simultaneously with the Retainer Fee on or before the first (1st) day of February, May, August and November in each Contract Year.", "probability": 0.14202399488178197 }, { "score": 13.275453567504883, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.10860981364116631 }, { "score": 13.049004554748535, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.08660112062098199 }, { "score": 12.735593795776367, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.06330105506524344 }, { "score": 12.367159843444824, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.04379273974415957 }, { "text": "", "score": 12.21165657043457, "probability": 0.037485896592387775 }, { "score": 11.902189254760742, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.02750856623697459 }, { "score": 11.8248872756958, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0254622121499769 }, { "score": 10.866430282592773, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration", "probability": 0.009764354742272252 }, { "score": 10.557904243469238, "text": "TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000) payable in four (4) equal installments of Five Thousand U.S. Dollars ($5,000) and due simultaneously with the Retainer Fee on or before the first (1st) day of February, May, August and November in each Contract Year.\n\n 12. PAYMENT OF ROYALTY COMPENSATION. Within thirty (30) days of the conclusion of each three (3) month period in each Contract Year during the Contract Period, TPC agrees to deliver to Consolidated Artists and Advantage an\n\n\n\n\n\nitemized statement setting forth the actual number of all Endorsed Products distributed and sold during the preceding three (3) month period.", "probability": 0.007172200020248466 }, { "score": 10.461387634277344, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc. (\"Advantage\"), with a copy of all advertising and promotional materials which will use or show the Ogle Endorsement for their approval. Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.006512320440672589 }, { "score": 10.180036544799805, "text": "TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000) payable in four (4) equal installments of Five Thousand U.S. Dollars ($5,000) and due simultaneously with the Retainer Fee on or before the first (1st) day of February, May, August and November in each Contract Year.\n\n 12. PAYMENT OF ROYALTY COMPENSATION. Within thirty (30) days of the conclusion of each three (3) month period in each Contract Year during the Contract Period, TPC agrees to deliver to Consolidated Artists and Advantage an\n\n\n\n\n\nitemized statement setting forth the actual number of all Endorsed Products distributed and sold during the preceding three (3) month period. Simultaneous with the delivery of each statement setting forth such totals, TPC", "probability": 0.004915260463234405 }, { "score": 9.996417045593262, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc. (\"Advantage\"), with a copy of all advertising and promotional materials which will use or show the Ogle Endorsement for their approval. Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.004090737397231174 }, { "score": 9.926865577697754, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration", "probability": 0.003815889433169522 }, { "score": 9.875377655029297, "text": "TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000) payable in four (4) equal installments of Five Thousand U.S. Dollars ($5,000) and due simultaneously with the Retainer Fee on or before the first (1st) day of February, May, August and November in each Contract Year.\n\n 12. PAYMENT OF ROYALTY COMPENSATION. Within thirty (30) days of the conclusion of each three (3) month period in each Contract Year during the Contract Period, TPC agrees to deliver to Consolidated Artists and Advantage an\n\n\n\n\n\nitemized statement setting forth the actual number of all Endorsed Products distributed and sold during the preceding three (3) month period. Simultaneous with the delivery of each statement setting forth such totals, TPC\n\n - 10 -\n\nagrees to pay Consolidated Artists the appropriate Royalty Compensation in excess of the $5,000 quarterly payment set forth in Paragraph 10 above, due on the sales of the Endorsed Product for the period covered by such statement.", "probability": 0.003624389484165713 }, { "score": 9.661648750305176, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or", "probability": 0.0029269383683543197 }, { "score": 9.461894989013672, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration", "probability": 0.00239696460734258 }, { "score": 9.055147171020508, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S.", "probability": 0.0015959279788135539 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Volume Restriction": [ { "score": 13.393623352050781, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.20248642639339318 }, { "score": 13.34078598022461, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.19206531228172766 }, { "score": 13.1407470703125, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.15724365930857967 }, { "score": 12.662981033325195, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.09751737189533398 }, { "score": 12.278820037841797, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.06641145388902189 }, { "text": "", "score": 12.079771041870117, "probability": 0.054424833287914615 }, { "score": 11.792675971984863, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.04084259263740719 }, { "score": 11.316885948181152, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration", "probability": 0.025379339823722216 }, { "score": 11.19133472442627, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.022384846323617567 }, { "score": 11.135112762451172, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration", "probability": 0.021161050779935842 }, { "score": 10.930350303649902, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.01724288864032405 }, { "score": 10.890478134155273, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc. (\"Advantage\"), with a copy of all advertising and promotional materials which will use or show the Ogle Endorsement for their approval. Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.01656890318200265 }, { "score": 10.88223648071289, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration", "probability": 0.016432909201465146 }, { "score": 10.866527557373047, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration", "probability": 0.016176782891858456 }, { "score": 10.695745468139648, "text": "Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.01363711296060807 }, { "score": 10.637601852416992, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc. (\"Advantage\"), with a copy of all advertising and promotional materials which will use or show the Ogle Endorsement for their approval. Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.012866812919133403 }, { "score": 10.337141036987305, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.009527577985903398 }, { "score": 10.149690628051758, "text": "Consolidated Artists agrees, if requested by TPC, to make Ogle available for one (1) day on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC for the purpose of taking still photographs for the preparation and production of advertising and promotional materials. TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.007899031287705416 }, { "score": 9.670892715454102, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.", "probability": 0.004893668455096607 }, { "score": 9.659333229064941, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.004837425855248615 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.237842559814453, "probability": 0.8945562530426258 }, { "score": 9.781803131103516, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.07672966191035613 }, { "score": 7.642818450927734, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n - 15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.00903678689974382 }, { "score": 7.406218528747559, "text": "patch and/or embroidered non-patch shall be borne by TPC.", "probability": 0.007132799239568679 }, { "score": 7.216697692871094, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise", "probability": 0.005901360524626183 }, { "score": 6.1574811935424805, "text": "patch and/or embroidered non-patch shall be borne by TPC. TPC agrees to supply Consolidated Artists or its designee with adequate quantities of said patch and embroidered non-patch at no charge to Consolidated Artists.\n\n 5. RETENTION OF ENDORSEMENT RIGHTS. Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period.", "probability": 0.002046163184959876 }, { "score": 6.079334259033203, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment", "probability": 0.0018923500850311057 }, { "score": 5.0995869636535645, "text": "Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period.", "probability": 0.0007103994883765667 }, { "score": 4.832627773284912, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.000543955956421814 }, { "score": 4.532607555389404, "text": "patch and/or embroidered non-patch shall be borne by TPC. TPC agrees to supply Consolidated Artists or its designee with adequate quantities of said patch and embroidered non-patch at no charge to Consolidated Artists.\n\n 5. RETENTION OF ENDORSEMENT RIGHTS. Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period. TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.0004029643365924206 }, { "score": 3.9403491020202637, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n - 15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment", "probability": 0.00022287021574315241 }, { "score": 3.4747133255004883, "text": "Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period. TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.00013990363068470108 }, { "score": 3.385990619659424, "text": "ass", "probability": 0.00012802571311971043 }, { "score": 3.0402586460113525, "text": "patch and/or embroidered non-patch shall be borne by TPC", "probability": 9.060407172760225e-05 }, { "score": 2.9929981231689453, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained;", "probability": 8.642168524952497e-05 }, { "score": 2.960696220397949, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 8.367470555940983e-05 }, { "score": 2.912501335144043, "text": "ign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 7.973764778637394e-05 }, { "score": 2.8638429641723633, "text": "prior written approval of Advantage.", "probability": 7.595062605570171e-05 }, { "score": 2.7844717502593994, "text": "except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 7.015536328085416e-05 }, { "score": 2.7817070484161377, "text": "patch and/or embroidered non-patch shall be borne by TPC. TPC agrees to supply Consolidated Artists or its designee with adequate quantities of said patch and embroidered non-patch at no charge to Consolidated Artists.\n\n 5. RETENTION OF ENDORSEMENT RIGHTS. Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period", "probability": 6.996167249069337e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.166868209838867, "probability": 0.9997653324678201 }, { "score": 2.938821792602539, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 9.822192366204906e-05 }, { "score": 2.347069501876831, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 5.435176865191617e-05 }, { "score": 1.1401532888412476, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 1.62576073182995e-05 }, { "score": 1.071155071258545, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 1.5173685710219322e-05 }, { "score": 0.8229478597640991, "text": "TPC", "probability": 1.1838483196180732e-05 }, { "score": 0.35092270374298096, "text": "Teardrop Putter Corporation having its principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South Carolina 29928 (hereinafter referred to as \"TPC", "probability": 7.3841097240789065e-06 }, { "score": 0.02798283100128174, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 5.3462238221338235e-06 }, { "score": 0.015851140022277832, "text": "Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period.", "probability": 5.281756923737394e-06 }, { "score": -0.588936448097229, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained;", "probability": 2.8848450940758003e-06 }, { "score": -0.6153640151023865, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the", "probability": 2.8096042523144046e-06 }, { "score": -0.720952033996582, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 2.5280686178621385e-06 }, { "score": -1.0318477153778076, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.\n\n 16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise.", "probability": 1.8525442002298912e-06 }, { "score": -1.0844465494155884, "text": "tournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):", "probability": 1.757620847985052e-06 }, { "score": -1.0890343189239502, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained;", "probability": 1.7495757572731707e-06 }, { "score": -1.1431665420532227, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 1.657385086066676e-06 }, { "score": -1.2245159149169922, "text": "Teardrop Putter Corporation", "probability": 1.5278961719445008e-06 }, { "score": -1.3131581544876099, "text": "If TPC is adjudicated as insolvent, declares bankruptcy or fails to continue its business of selling the Endorsed Product; or\n\n (b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 1.3982892128593567e-06 }, { "score": -1.349753499031067, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 1.3480433274832056e-06 }, { "score": -1.3875055313110352, "text": "(a) In the event of 0gle's death during the Contract Period; or", "probability": 1.2981006033916097e-06 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__License Grant": [ { "score": 12.914390563964844, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.7252412418325315 }, { "text": "", "score": 11.7161865234375, "probability": 0.21883112340348587 }, { "score": 9.41619873046875, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.021940023223910136 }, { "score": 9.026213645935059, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.", "probability": 0.01485486511598552 }, { "score": 7.946053504943848, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product", "probability": 0.0050438379375625335 }, { "score": 7.445958614349365, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.0030589520722006055 }, { "score": 7.374744415283203, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.\n\n\n\n\n\n 4. CLOTHING IDENTIFICATION. Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory.", "probability": 0.0028486870336418874 }, { "score": 7.140592575073242, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.\n\n\n\n\n\n 4. CLOTHING IDENTIFICATION. Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory. The expenses for the clothing and placement of the", "probability": 0.002253999870062721 }, { "score": 6.722387790679932, "text": "3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.0014836445189693956 }, { "score": 6.368803977966309, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0010417664280507493 }, { "score": 5.956902027130127, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained;", "probability": 0.000690054851258412 }, { "score": 5.642272472381592, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.", "probability": 0.0005037809417788565 }, { "score": 5.629260063171387, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above.", "probability": 0.0004972680044140064 }, { "score": 5.6036176681518555, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings", "probability": 0.000484678958262689 }, { "score": 5.227893352508545, "text": "2. OGLE TO USE ENDORSED PRODUCT. Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.0003328734588767043 }, { "score": 4.948165416717529, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.\n\n\n\n\n\n 4. CLOTHING IDENTIFICATION. Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory", "probability": 0.00025164880350126703 }, { "score": 4.787437438964844, "text": "GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.00021428491346054982 }, { "score": 4.47727632522583, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement", "probability": 0.00015714129788075255 }, { "score": 4.447862148284912, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product", "probability": 0.00015258643313757265 }, { "score": 4.186917304992676, "text": "Subject", "probability": 0.00011754090102833071 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.014448165893555, "probability": 0.5928961431268368 }, { "score": 10.650798797607422, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise", "probability": 0.15161886083453888 }, { "score": 10.438169479370117, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.12257714159180294 }, { "score": 9.638971328735352, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n - 15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.05512164159338098 }, { "score": 9.242176055908203, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.03706774318946439 }, { "score": 9.220294952392578, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.036265469390973366 }, { "score": 6.191678047180176, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to", "probability": 0.0017546144161470615 }, { "score": 5.362057209014893, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment", "probability": 0.0007653885150334469 }, { "score": 4.761393070220947, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n - 15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment", "probability": 0.00041977524156262304 }, { "score": 4.364597797393799, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment", "probability": 0.0002822869639174017 }, { "score": 4.280574798583984, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.00025953748869187256 }, { "score": 3.682720899581909, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n", "probability": 0.00014274320665026388 }, { "score": 3.666440963745117, "text": "3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.0001404381702369521 }, { "score": 3.638767957687378, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product", "probability": 0.00013660510473253773 }, { "score": 3.413918972015381, "text": "25. ASSIGNMENT. Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise", "probability": 0.00010909786579120007 }, { "score": 3.3151533603668213, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.\n\n\n\n\n\n 4. CLOTHING IDENTIFICATION. Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory.", "probability": 9.883776010620521e-05 }, { "score": 3.252300500869751, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.\n\n 26. NOTICES. All notices required hereunder shall be sent by telefax, overnight mail or first class mail, return receipt requested, as appropriate, to the parties at the following addresses:\n\n TPC Mr. Fred A. Hochman President Teardrop Putter Corporation 207 WatersEdge, Shelter Cove Hilton Head Island, South Carolina 29928", "probability": 9.281672590079591e-05 }, { "score": 3.1975557804107666, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or", "probability": 8.787208162847433e-05 }, { "score": 3.181269407272339, "text": "ass", "probability": 8.645255496591198e-05 }, { "score": 3.05941104888916, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.\n\n 26. NOTICES. All notices required hereunder shall be sent by telefax, overnight mail or first class mail, return receipt requested, as appropriate, to the parties at the following addresses:\n\n TPC Mr. Fred A. Hochman President Teardrop Putter Corporation 207 WatersEdge, Shelter Cove", "probability": 7.6534177637932e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.175827026367188, "probability": 0.6501359698382783 }, { "score": 11.381338119506836, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.2937392939069323 }, { "score": 9.068077087402344, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.029062003124656836 }, { "score": 8.43145751953125, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above.", "probability": 0.015376064061414289 }, { "score": 6.578189373016357, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.", "probability": 0.002409800278385888 }, { "score": 6.242940425872803, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above", "probability": 0.0017233928325017616 }, { "score": 5.994194984436035, "text": "Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period.", "probability": 0.0013438645871940416 }, { "score": 5.65777587890625, "text": "3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.0009599542786308074 }, { "score": 5.636000156402588, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product", "probability": 0.0009392765341344357 }, { "score": 5.6026716232299805, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained;", "probability": 0.0009084877474965017 }, { "score": 5.524560928344727, "text": "Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period. TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.0008402258345346085 }, { "score": 5.436704635620117, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.0007695565298051825 }, { "score": 5.029911518096924, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0005123568198575483 }, { "score": 4.480373382568359, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above. In addition, TPC agrees that Consolidated Artists shall be entitled to the Retainer Fee prorated to the effective date of termination as well any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Consolidated Artists prior to the effective date of termination.\n\n 18. PRODUCTS FOR OGLE'S USE. During the Contract Period, TPC shall supply Consolidated Artists, at no charge, with such quantities of the Endorsed Product as Consolidated Artists may reasonably request for Ogle's use and the personal use of Ogle's immediate family.", "probability": 0.00029574073066153893 }, { "score": 4.313559055328369, "text": "OGLE TO USE ENDORSED PRODUCT. Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.0002503021613212611 }, { "score": 4.146909713745117, "text": "\"International Tournament\" shall mean European PGA Tour tournaments (excluding the British Open),Japan PGA Tour tournaments and Australian PGA Tour tournaments.\n\n 2. OGLE TO USE ENDORSED PRODUCT. Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.00021187987606379797 }, { "score": 3.958505868911743, "text": "Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory. The expenses for the clothing and placement of the", "probability": 0.00017549589405021376 }, { "score": 3.6944007873535156, "text": "Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory.", "probability": 0.00013476204119962544 }, { "score": 3.567007064819336, "text": "GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.00011864274595278292 }, { "score": 3.3227386474609375, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product", "probability": 9.293017692837849e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.222323417663574, "probability": 0.9374944871917307 }, { "score": 9.039321899414062, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.03886947970461991 }, { "score": 7.835025310516357, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise", "probability": 0.011657068921208427 }, { "score": 7.073009014129639, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise", "probability": 0.00544063876474482 }, { "score": 6.399234294891357, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.002773532434089642 }, { "score": 5.859067916870117, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above.", "probability": 0.0016160022892370716 }, { "score": 4.481228351593018, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above.", "probability": 0.00040743079515173663 }, { "score": 4.321062088012695, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to", "probability": 0.00034713190133110793 }, { "score": 4.317666053771973, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.00034595502898860335 }, { "score": 3.9834022521972656, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n - 15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.00024765706604566 }, { "score": 3.911794424057007, "text": "3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.0002305429462511313 }, { "score": 3.150259256362915, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to", "probability": 0.00010765180545307326 }, { "score": 2.9575624465942383, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.", "probability": 8.878388740666296e-05 }, { "score": 2.9081084728240967, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product", "probability": 8.449997272999434e-05 }, { "score": 2.672776222229004, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above", "probability": 6.678102351355118e-05 }, { "score": 2.4634265899658203, "text": "has agreed to authorize such use upon the terms and conditions hereinafter contained;", "probability": 5.4166862516416724e-05 }, { "score": 2.343613386154175, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 4.8050672202814464e-05 }, { "score": 2.299076795578003, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 4.595761388375133e-05 }, { "score": 2.1914706230163574, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above", "probability": 4.126907218113254e-05 }, { "score": 1.9651960134506226, "text": "TPC", "probability": 3.2912046713912055e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "score": 12.76500415802002, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.4409178138575019 }, { "score": 12.099090576171875, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.22654529732002876 }, { "text": "", "score": 11.794349670410156, "probability": 0.16703510624067736 }, { "score": 10.346264839172363, "text": "Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.03925658402798272 }, { "score": 10.276216506958008, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.03660082729652865 }, { "score": 9.69392204284668, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration", "probability": 0.020445777455415624 }, { "score": 9.395829200744629, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration", "probability": 0.015175519004849834 }, { "score": 9.20901870727539, "text": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc.", "probability": 0.012589624775035474 }, { "score": 9.112342834472656, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.011429493588953328 }, { "score": 8.149394035339355, "text": "Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC.", "probability": 0.004363386047124511 }, { "score": 8.079345703125, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC.", "probability": 0.004068197554454759 }, { "score": 7.841691970825195, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.0032076747822121212 }, { "score": 7.643003940582275, "text": "Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration", "probability": 0.0026296697750964274 }, { "score": 7.594559669494629, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.0025053138257206285 }, { "score": 7.57295560836792, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration", "probability": 0.0024517693443881546 }, { "score": 7.554119110107422, "text": "Consolidated Artists agrees, if requested by TPC, to make Ogle available for one (1) day on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC for the purpose of taking still photographs for the preparation and production of advertising and promotional materials. TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "probability": 0.0024060188378004065 }, { "score": 7.456193447113037, "text": "Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc.", "probability": 0.0021815765075405766 }, { "score": 7.442049026489258, "text": "Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC", "probability": 0.002150936574673027 }, { "score": 7.386145114898682, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc.", "probability": 0.002033990143659474 }, { "score": 7.372000694274902, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC", "probability": 0.0020054230403561647 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.146965026855469, "probability": 0.9991590209080384 }, { "score": 4.0706787109375, "text": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 0.0003105617980582701 }, { "score": 3.2524681091308594, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.00013702622177436512 }, { "score": 2.9343438148498535, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 9.96882695970732e-05 }, { "score": 2.1946306228637695, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 4.757630394762211e-05 }, { "score": 1.995689868927002, "text": "(b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 3.899346496630554e-05 }, { "score": 1.9363441467285156, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 3.6746697031435395e-05 }, { "score": 1.6775654554367065, "text": "(b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 2.8368224230079847e-05 }, { "score": 1.5513359308242798, "text": "In the event of 0gle's death during the Contract Period; or", "probability": 2.5004107941257196e-05 }, { "score": 1.3613170385360718, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 2.0676984808882094e-05 }, { "score": 1.2867238521575928, "text": "(a) In the event of 0gle's death during the Contract Period; or", "probability": 1.919074344140087e-05 }, { "score": 0.8468871116638184, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 1.2361555700673027e-05 }, { "score": 0.7877293825149536, "text": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above.", "probability": 1.1651484312690091e-05 }, { "score": 0.6795657873153687, "text": "(b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 1.0456983006285171e-05 }, { "score": 0.6649314761161804, "text": "3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 1.0305066570198663e-05 }, { "score": 0.5533362627029419, "text": "In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 9.216915719095421e-06 }, { "score": 0.2887241840362549, "text": "(a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 7.0740162097253204e-06 }, { "score": 0.1045386791229248, "text": "(b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 5.884035742933022e-06 }, { "score": -0.021690845489501953, "text": "In the event of 0gle's death during the Contract Period;", "probability": 5.186262758403847e-06 }, { "score": -0.05627703666687012, "text": "Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n 3. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "probability": 5.009956144815758e-06 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.304447174072266, "probability": 0.9873736233257712 }, { "score": 6.835851669311523, "text": "Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.004163903632385501 }, { "score": 6.783166885375977, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.003950207951633115 }, { "score": 5.930141448974609, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.0016832775022837582 }, { "score": 5.466513633728027, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0010587775330228634 }, { "score": 4.598886966705322, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.0004446304927325233 }, { "score": 3.805908441543579, "text": "In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.00020119308295032506 }, { "score": 3.611650228500366, "text": "TPC agrees that the same shall not be released without the", "probability": 0.00016567148899338825 }, { "score": 3.531515598297119, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:\n\n (a) If TPC is adjudicated as insolvent, declares bankruptcy or fails to continue its business of selling the Endorsed Product;", "probability": 0.0001529134714624053 }, { "score": 3.2230021953582764, "text": "(a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.00011232077188785104 }, { "score": 3.177210807800293, "text": "(b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0001072934307886609 }, { "score": 3.0577611923217773, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 9.521312590421777e-05 }, { "score": 3.022838592529297, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:\n\n (a) If TPC is adjudicated as insolvent, declares bankruptcy or fails to continue its business of selling the Endorsed Product; or", "probability": 9.19454263916036e-05 }, { "score": 2.938281297683716, "text": "In the event of 0gle's death during the Contract Period; or", "probability": 8.449039969233621e-05 }, { "score": 2.9104394912719727, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 8.217047958211666e-05 }, { "score": 2.724255084991455, "text": "In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 6.821139971366472e-05 }, { "score": 2.355375051498413, "text": "(a) In the event of 0gle's death during the Contract Period; or", "probability": 4.716875337557882e-05 }, { "score": 2.2492263317108154, "text": "TPC and Consolidated Artists agree that they will take all necessary steps during the Contract Period and thereafter to protect the Ogle Endorsement, the name \"Brett Ogle\" or any facsimile thereof in connection with the advertisement, promotion, distribution and sale of the Endorsed Product.\n\n\n\n\n\n 20. TERM OF AGREEMENT. The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.\n\n - 13 -\n\n 21. SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 4.241843047591976e-05 }, { "score": 2.224672555923462, "text": "All payments to be made to Consolidated Artists pursuant to the terms hereof shall be made by wire transfer in U.S. Dollars to the following account:\n\n Account Name: Advantage International Escrow Fund Account #: 20068160-13 ABA #: 054001547 Bank Name: Franklin National Bank of Washington Address: 1722 Eye Street Washington, D.C. 20006 U.S.A. Re: Consolidated Artists", "probability": 4.138958060881617e-05 }, { "score": 2.003582239151001, "text": "If TPC is adjudicated as insolvent, declares bankruptcy or fails to continue its business of selling the Endorsed Product; or\n\n (b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 3.3179720343721394e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.35672378540039, "probability": 0.23125069622666733 }, { "score": 12.235992431640625, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.20495102196272819 }, { "score": 12.192598342895508, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination. In this connection, TPC shall provide Consolidated Artists with a list of such previously purchased ad space within seven (7) days of the effective date of termination and all such advertisements released after the effective date of termination shall be subject to Consolidated Artists' prior approval pursuant to the terms of Paragraph 7 below.", "probability": 0.1962475641464805 }, { "score": 12.080299377441406, "text": "In this connection, TPC shall provide Consolidated Artists with a list of such previously purchased ad space within seven (7) days of the effective date of termination and all such advertisements released after the effective date of termination shall be subject to Consolidated Artists' prior approval pursuant to the terms of Paragraph 7 below.", "probability": 0.17540156092677425 }, { "score": 11.325672149658203, "text": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 0.08247133276806702 }, { "score": 10.502225875854492, "text": "Furthermore, TPC agrees that any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Ogle prior to the effective date of termination shall be paid in full within thirty (30) days of such effective date of termination.", "probability": 0.03619802203971419 }, { "score": 10.043679237365723, "text": "In the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination. Furthermore, TPC agrees that any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Ogle prior to the effective date of termination shall be paid in full within thirty (30) days of such effective date of termination.", "probability": 0.02288445454155617 }, { "score": 9.376729011535645, "text": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 0.01174593958029175 }, { "score": 8.981679916381836, "text": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder", "probability": 0.007912616556802709 }, { "score": 8.591714859008789, "text": "provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.005357478636157996 }, { "score": 8.548321723937988, "text": "provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination. In this connection, TPC shall provide Consolidated Artists with a list of such previously purchased ad space within seven (7) days of the effective date of termination and all such advertisements released after the effective date of termination shall be subject to Consolidated Artists' prior approval pursuant to the terms of Paragraph 7 below.", "probability": 0.0051299726389760075 }, { "score": 8.491524696350098, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination. In this connection, TPC shall provide Consolidated Artists with a list of such previously purchased ad space within seven (7) days of the effective date of termination and all such advertisements released after the effective date of termination shall be subject to Consolidated Artists' prior approval pursuant to the terms of Paragraph 7 below", "probability": 0.004846725382500531 }, { "score": 8.379225730895996, "text": "In this connection, TPC shall provide Consolidated Artists with a list of such previously purchased ad space within seven (7) days of the effective date of termination and all such advertisements released after the effective date of termination shall be subject to Consolidated Artists' prior approval pursuant to the terms of Paragraph 7 below", "probability": 0.004331891716319457 }, { "score": 7.810514450073242, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.0024529540962003105 }, { "score": 7.493020534515381, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution. Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement. If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease", "probability": 0.0017856797163345506 }, { "score": 7.395021438598633, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution. Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement.", "probability": 0.0016189860209678178 }, { "score": 7.317458629608154, "text": "In the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination.", "probability": 0.0014981593150946836 }, { "score": 7.232888698577881, "text": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder", "probability": 0.0013766696705161004 }, { "score": 7.219581604003906, "text": "(a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.\n\nIn the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination. Furthermore, TPC agrees that any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Ogle prior to the effective date of termination shall be paid in full within thirty (30) days of such effective date of termination.", "probability": 0.0013584715476255762 }, { "score": 7.078568458557129, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.0011798025102251594 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Audit Rights": [ { "score": 13.988937377929688, "text": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 0.8341115184502248 }, { "text": "", "score": 12.225048065185547, "probability": 0.14294755229887643 }, { "score": 9.915475845336914, "text": "TPC agrees that it shall keep accurate and complete books and records showing all Endorsed Products manufactured, distributed and sold. Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 0.014195224085033745 }, { "score": 9.032990455627441, "text": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder", "probability": 0.005873320731790887 }, { "score": 7.557356357574463, "text": "agrees to pay Consolidated Artists the appropriate Royalty Compensation in excess of the $5,000 quarterly payment set forth in Paragraph 10 above, due on the sales of the Endorsed Product for the period covered by such statement.\n\n 13. ACCOUNTING FOR ROYALTY COMPENSATION. TPC agrees that it shall keep accurate and complete books and records showing all Endorsed Products manufactured, distributed and sold. Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 0.0013428390788803844 }, { "score": 6.903637886047363, "text": "ated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 0.0006984215747209311 }, { "score": 5.549864768981934, "text": "at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 0.00018037712149811678 }, { "score": 5.470944404602051, "text": "Consolid", "probability": 0.00016668893556895018 }, { "score": 4.959528923034668, "text": "TPC agrees that it shall keep accurate and complete books and records showing all Endorsed Products manufactured, distributed and sold. Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder", "probability": 9.995438507545472e-05 }, { "score": 4.639965534210205, "text": ".", "probability": 7.261347740944423e-05 }, { "score": 4.244167327880859, "text": "shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 4.887921903375093e-05 }, { "score": 4.225523948669434, "text": "Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 4.797638728511157e-05 }, { "score": 4.012658596038818, "text": "and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 3.877763278068111e-05 }, { "score": 3.9155983924865723, "text": "Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 3.5190754861513575e-05 }, { "score": 3.783013343811035, "text": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC", "probability": 3.082106403446529e-05 }, { "score": 3.7695889472961426, "text": "TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 3.0410074664156716e-05 }, { "score": 3.4372329711914062, "text": ", at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 2.181107745409451e-05 }, { "score": 3.364884376525879, "text": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.\n\n 14. PAYMENTS TO CONSOLIDATED ARTISTS. All payments to be made to Consolidated Artists pursuant to the terms hereof shall be made by wire transfer in U.S. Dollars to the following account:\n\n Account Name: Advantage International Escrow Fund Account #: 20068160-13 ABA #: 054001547 Bank Name: Franklin National Bank of Washington", "probability": 2.0288807638979938e-05 }, { "score": 3.322838306427002, "text": "Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 1.945342828685655e-05 }, { "score": 3.238576889038086, "text": "insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "probability": 1.7881414881299844e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.368499755859375, "probability": 0.9971646812624612 }, { "score": 5.364465236663818, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.000905635305913676 }, { "score": 4.857584476470947, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0005455289817856918 }, { "score": 4.61951208114624, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.000429956283561623 }, { "score": 4.565508842468262, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.0004073530681509254 }, { "score": 3.8339316844940186, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.00019599774238715053 }, { "score": 2.8153982162475586, "text": "(b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 7.077951852546502e-05 }, { "score": 2.6520113945007324, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 6.0110398752243205e-05 }, { "score": 2.0938048362731934, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 3.43972387585362e-05 }, { "score": 1.969963550567627, "text": "21. SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 3.0390650349195807e-05 }, { "score": 1.9281102418899536, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 2.91449512296633e-05 }, { "score": 1.5772767066955566, "text": "SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 2.0520987910552714e-05 }, { "score": 1.4926296472549438, "text": "SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 1.8855433156777717e-05 }, { "score": 1.2848644256591797, "text": "(b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 1.5318111429802866e-05 }, { "score": 1.2359602451324463, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 1.458701429914169e-05 }, { "score": 1.1170580387115479, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period", "probability": 1.2951731618864206e-05 }, { "score": 1.0231404304504395, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 1.1790709450856292e-05 }, { "score": 0.9915276765823364, "text": "(b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 1.142380267749244e-05 }, { "score": 0.8946447372436523, "text": "In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 1.0368954458464539e-05 }, { "score": 0.8789858818054199, "text": "Tour Events and the British Open in each Contract Year during the Contract Period", "probability": 1.0207853122638666e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.215923309326172, "probability": 0.976845988822965 }, { "score": 7.626836776733398, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.009926842684031758 }, { "score": 6.5598039627075195, "text": "agrees to pay Consolidated Artists the appropriate Royalty Compensation in excess of the $5,000 quarterly payment set forth in Paragraph 10 above, due on the sales of the Endorsed Product for the period covered by such statement.", "probability": 0.003415109838928406 }, { "score": 6.163667678833008, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.002298078576565705 }, { "score": 6.0486226081848145, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.002048337117226191 }, { "score": 5.345572471618652, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0010140763164268713 }, { "score": 5.043194770812988, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.0007494620955349744 }, { "score": 4.8478193283081055, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.0006164519014073975 }, { "score": 4.499863624572754, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.00043529527635169233 }, { "score": 4.416414260864258, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.00040044452129815803 }, { "score": 4.243839740753174, "text": "TPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.00033697229395928107 }, { "score": 4.2248334884643555, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.00033062819329104443 }, { "score": 4.097936153411865, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 0.00029122528003475454 }, { "score": 3.9784481525421143, "text": "21. SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.0002584259325376855 }, { "score": 3.8019089698791504, "text": "SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.0002166038138746162 }, { "score": 3.7284491062164307, "text": "SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.00020126251056510312 }, { "score": 3.674567699432373, "text": "(b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty (30) days following the date such payment is due hereunder, provided that TPC is notified in writing of such nonpayment by Consolidated Artists or Advantage and such payment is not made within ten (10) days following such notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.0001907051793440321 }, { "score": 3.581590175628662, "text": "(b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.00017377322560832743 }, { "score": 3.454423427581787, "text": "In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0001530224128730963 }, { "score": 3.0015764236450195, "text": "In the event of 0gle's death during the Contract Period; or", "probability": 9.729400717610837e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.148117065429688, "probability": 0.24208741536823922 }, { "score": 12.14329719543457, "text": "In addition, TPC agrees that Consolidated Artists shall be entitled to the Retainer Fee prorated to the effective date of termination as well any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Consolidated Artists prior to the effective date of termination.", "probability": 0.24092339297048837 }, { "score": 11.301261901855469, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "probability": 0.10379769018050998 }, { "score": 11.294527053833008, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 0.10310097727330143 }, { "score": 11.259360313415527, "text": "In the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination.", "probability": 0.09953826364113676 }, { "score": 10.156126022338867, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 0.03302641970799178 }, { "score": 10.13723087310791, "text": "In the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination. Furthermore, TPC agrees that any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Ogle prior to the effective date of termination shall be paid in full within thirty (30) days of such effective date of termination.", "probability": 0.032408239276925384 }, { "score": 9.680578231811523, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the", "probability": 0.020527389095209393 }, { "score": 9.595174789428711, "text": "agrees to pay Consolidated Artists the appropriate Royalty Compensation in excess of the $5,000 quarterly payment set forth in Paragraph 10 above, due on the sales of the Endorsed Product for the period covered by such statement.", "probability": 0.018847053816303926 }, { "score": 9.498477935791016, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.\n\nIn the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination.", "probability": 0.0171099429197561 }, { "score": 9.278549194335938, "text": "Said Retainer Fee shall be paid in four (4) equal installments on or before the first (1st) day of February, May, August and November in each Contract Year.\n\n 9. TOURNAMENT BONUSES. In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 0.013732029314733793 }, { "score": 9.097635269165039, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the", "probability": 0.01145947713694744 }, { "score": 9.062116622924805, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's\n\n - 7 -\n\ntournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):", "probability": 0.01105959568545622 }, { "score": 9.039825439453125, "text": "following tournament bonuses for Ogle's", "probability": 0.010815791644583832 }, { "score": 8.805680274963379, "text": "tournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):", "probability": 0.008557962113828452 }, { "score": 8.604192733764648, "text": "In consideration of the rights and benefits granted to TPC hereunder, TPC agrees to pay Consolidated Artists on behalf of Ogle a retainer fee in each Contract Year during the Contract Period (\"Retainer Fee\") in accordance with the following schedule:\n\nCONTRACT YEAR RETAINER FEE\n\nFirst (1st) Contract Year Fifty-Five Thousand U.S. (Jan. 1, 1996-Dec. 31, 1996) Dollars ($55,000)", "probability": 0.006996251809046483 }, { "score": 8.599004745483398, "text": "In consideration of the rights and benefits granted to TPC hereunder, TPC agrees to pay Consolidated Artists on behalf of Ogle a retainer fee in each Contract Year during the Contract Period (\"Retainer Fee\") in accordance with the following schedule:", "probability": 0.006960049326874889 }, { "score": 8.574776649475098, "text": "Furthermore, TPC agrees that any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Ogle prior to the effective date of termination shall be paid in full within thirty (30) days of such effective date of termination.", "probability": 0.006793446962165987 }, { "score": 8.530471801757812, "text": "Simultaneous with the delivery of each statement setting forth such totals, TPC\n\n - 10 -\n\nagrees to pay Consolidated Artists the appropriate Royalty Compensation in excess of the $5,000 quarterly payment set forth in Paragraph 10 above, due on the sales of the Endorsed Product for the period covered by such statement.", "probability": 0.006499034437499911 }, { "score": 8.409682273864746, "text": "In consideration of the rights and benefits granted to TPC hereunder, TPC agrees to pay Consolidated Artists on behalf of Ogle a retainer fee in each Contract Year during the Contract Period (\"Retainer Fee\") in accordance with the following schedule:\n\nCONTRACT YEAR RETAINER FEE\n\nFirst (1st) Contract Year Fifty-Five Thousand U.S. (Jan. 1, 1996-Dec. 31, 1996) Dollars ($55,000)\n\nSecond (2nd) Contract Year Seventy Thousand U.S. (Jan. 1, 1997-Dec. 31, 1997) Dollars (70,000)", "probability": 0.005759577319000489 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.873510360717773, "probability": 0.903378866658341 }, { "score": 8.281850814819336, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.02489040739170842 }, { "score": 7.775932312011719, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.015007708680441633 }, { "score": 7.32219123840332, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.\n\n 16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise. Accordingly, Consolidated Artists shall not be precluded from exercising any other remedies, whether at law or in equity, to enforce the terms of this Agreement.\n\n 17. SPECIAL RIGHT OF NEGOTIATION AND TERMINATION. If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.009533604830878764 }, { "score": 7.3169846534729, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.009484096304648915 }, { "score": 7.228890419006348, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.008684345943606094 }, { "score": 7.095355987548828, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 0.007598779609198035 }, { "score": 6.587821006774902, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.004574295399769693 }, { "score": 6.088835716247559, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.002777267096471005 }, { "score": 5.978404521942139, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination. In this connection, TPC shall provide Consolidated Artists with a list of such previously purchased ad space within seven (7) days of the effective date of termination and all such advertisements released after the effective date of termination shall be subject to Consolidated Artists' prior approval pursuant to the terms of Paragraph 7 below.", "probability": 0.002486898100329695 }, { "score": 5.903984069824219, "text": "Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.0023085410361953595 }, { "score": 5.770720958709717, "text": "\"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof.", "probability": 0.0020205154008869452 }, { "score": 5.50941801071167, "text": "Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.0015558930350063076 }, { "score": 5.48371696472168, "text": "In this connection, TPC shall provide Consolidated Artists with a list of such previously purchased ad space within seven (7) days of the effective date of termination and all such advertisements released after the effective date of termination shall be subject to Consolidated Artists' prior approval pursuant to the terms of Paragraph 7 below.", "probability": 0.001516414450108315 }, { "score": 5.062824249267578, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration. Further, Consolidated Artists agrees, if requested by TPC, to make Ogle available for two (2) personal appearance days on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC. Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration. In addition, TPC agrees to pay all reasonable and necessary expenses (including first class travel, hotel accommodations and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances.\n\n 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc. (\"Advantage\"), with a copy of all advertising and promotional materials which will use or show the Ogle Endorsement for their approval. Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the", "probability": 0.0009954662270983707 }, { "score": 4.858209609985352, "text": "If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution.", "probability": 0.0008112664604794323 }, { "score": 4.700371742248535, "text": "TPC agrees that such photograph shoots shall not exceed five (5) hours each in duration.", "probability": 0.0006928120084721618 }, { "score": 4.6541643142700195, "text": "\"Contract Period\" shall mean that period of time commencing", "probability": 0.0006615273064960818 }, { "score": 4.437009811401367, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.000532400890692592 }, { "score": 4.351757049560547, "text": "Tour Events and the British Open in each Contract Year during the Contract Period", "probability": 0.0004888931691713657 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Insurance": [ { "text": "", "score": 12.199989318847656, "probability": 0.999512865492274 }, { "score": 3.7952067852020264, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.00022368543819147028 }, { "score": 2.6596198081970215, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 7.185525828981077e-05 }, { "score": 2.31020450592041, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA\n\n - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.", "probability": 5.0665159845310575e-05 }, { "score": 2.1954028606414795, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 4.517016698906927e-05 }, { "score": 1.6914390325546265, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 2.728870877021436e-05 }, { "score": 1.417467474937439, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 2.0749070715066602e-05 }, { "score": 0.2685120403766632, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 6.576785014391608e-06 }, { "score": 0.23007655143737793, "text": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA", "probability": 6.328799320493612e-06 }, { "score": -0.10353195667266846, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the", "probability": 4.533535185281453e-06 }, { "score": -0.12668836116790771, "text": "In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 4.429760966729622e-06 }, { "score": -0.17221122980117798, "text": "Said Retainer Fee shall be paid in four (4) equal installments on or before the first (1st) day of February, May, August and November in each Contract Year.\n\n 9. TOURNAMENT BONUSES. In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 4.232626642924993e-06 }, { "score": -0.3056168556213379, "text": "Tour Events and the British Open in each Contract Year during the Contract Period", "probability": 3.7040141252867168e-06 }, { "score": -0.4006599187850952, "text": "In the event of 0gle's death during the Contract Period; or", "probability": 3.3681851465921416e-06 }, { "score": -0.5288975238800049, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 2.962805021604583e-06 }, { "score": -0.544255256652832, "text": "Said Retainer Fee shall be paid in four (4) equal installments on or before the first (1st) day of February, May, August and November in each Contract Year.\n\n 9. TOURNAMENT BONUSES. In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the", "probability": 2.9176506755201552e-06 }, { "score": -0.6150597929954529, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 2.718211678460883e-06 }, { "score": -0.7966102361679077, "text": "(b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 2.266923780722001e-06 }, { "score": -0.9516620635986328, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.\n\nIn the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination.", "probability": 1.941327315394576e-06 }, { "score": -1.0611028671264648, "text": "In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 1.74008005152872e-06 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.141276359558105, "probability": 0.8898364137426484 }, { "score": 9.813800811767578, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.08679613502020597 }, { "score": 7.948861122131348, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.013445203207933085 }, { "score": 6.432530879974365, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period;", "probability": 0.0029514369736516684 }, { "score": 5.543079376220703, "text": "Should Consolidated Artists be required to institute litigation due to TPC's breach of any terms of this Agreement, all costs of such litigation, including reasonable attorneys' fees, shall be borne by TPC.", "probability": 0.0012126895453953078 }, { "score": 5.516082286834717, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.0011803884371396872 }, { "score": 5.4275221824646, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.001080348272786878 }, { "score": 5.349862098693848, "text": "Should Consolidated Artists be required to institute litigation due to TPC's breach of any terms of this Agreement, all costs of such litigation, including reasonable attorneys' fees, shall be borne by TPC.", "probability": 0.0009996234510965575 }, { "score": 4.900053024291992, "text": "Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.0006375097587537895 }, { "score": 4.405595779418945, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 0.0003888183779625843 }, { "score": 4.193793296813965, "text": "TPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.00031460247486169216 }, { "score": 3.9481959342956543, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0002460937337268184 }, { "score": 3.795675277709961, "text": "In the event of 0gle's death during the Contract Period; or", "probability": 0.00021128159943655588 }, { "score": 3.583209276199341, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage", "probability": 0.00017083972506716692 }, { "score": 3.434108257293701, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies", "probability": 0.0001471753624706722 }, { "score": 3.0351133346557617, "text": "Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n 22. SPECIAL RIGHT OF TERMINATION BY TPC. TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 9.875380109367406e-05 }, { "score": 2.8560307025909424, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period", "probability": 8.256181314733051e-05 }, { "score": 2.827547073364258, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia. Should Consolidated Artists be required to institute litigation due to TPC's breach of any terms of this Agreement, all costs of such litigation, including reasonable attorneys' fees, shall be borne by TPC.", "probability": 8.024332924135563e-05 }, { "score": 2.5579912662506104, "text": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "probability": 6.128332767344673e-05 }, { "score": 2.5131847858428955, "text": "T", "probability": 5.859804570690898e-05 } ], "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.080827713012695, "probability": 0.9474579698667993 }, { "score": 8.582018852233887, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.02864485128567811 }, { "score": 7.710714340209961, "text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "probability": 0.011985159836669007 }, { "score": 6.336963176727295, "text": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "probability": 0.003034109710760073 }, { "score": 6.020751476287842, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.\n\n 26. NOTICES. All notices required hereunder shall be sent by telefax, overnight mail or first class mail, return receipt requested, as appropriate, to the parties at the following addresses:\n\n TPC Mr. Fred A. Hochman President Teardrop Putter Corporation 207 WatersEdge, Shelter Cove Hilton Head Island, South Carolina 29928\n\n Consolidated Consolidated Artists, Inc.", "probability": 0.002211578115854246 }, { "score": 5.276664733886719, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.0010508712666615501 }, { "score": 5.046187400817871, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "probability": 0.0008345540779183193 }, { "score": 4.979822158813477, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 0.0007809665363791762 }, { "score": 4.622190952301025, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or", "probability": 0.0005461540589876703 }, { "score": 4.536625862121582, "text": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:\n\n (a) In the event of 0gle's death during the Contract Period; or\n\n - 14 -\n\n (b) In the event Ogle is convicted of a felony involving moral turpitude.", "probability": 0.0005013658153924274 }, { "score": 4.421648025512695, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.\n\n 26. NOTICES. All notices required hereunder shall be sent by telefax, overnight mail or first class mail, return receipt requested, as appropriate, to the parties at the following addresses:\n\n TPC Mr. Fred A. Hochman President Teardrop Putter Corporation 207 WatersEdge, Shelter Cove Hilton Head Island, South Carolina 29928\n\n Consolidated", "probability": 0.000446910418493686 }, { "score": 4.3798418045043945, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's", "probability": 0.0004286119428599824 }, { "score": 4.227267265319824, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment", "probability": 0.0003679611670507843 }, { "score": 3.982494354248047, "text": "Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:", "probability": 0.0002880702854925674 }, { "score": 3.9354007244110107, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise", "probability": 0.00027481849659302616 }, { "score": 3.902506113052368, "text": "Teardrop Putter Corporation having its principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South Carolina 29928 (hereinafter referred to as \"TPC", "probability": 0.0002659255163941806 }, { "score": 3.782219409942627, "text": "TPC", "probability": 0.00023578716452963232 }, { "score": 3.7330198287963867, "text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n - 15 -\n\nassign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "probability": 0.00022446728478138343 }, { "score": 3.681612014770508, "text": "In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the", "probability": 0.00021321950132392476 }, { "score": 3.6503050327301025, "text": "assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.\n\n 26. NOTICES. All notices required hereunder shall be sent by telefax, overnight mail or first class mail, return receipt requested, as appropriate, to the parties at the following addresses:\n\n TPC Mr. Fred A. 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ScanSource, Inc.\n\nBY: /s/ S.K. Vereschagin BY: /s/ Jeffry E. Yelton (Authorized Signature) (Authorized Signature)\n\nNAME: S.K. Vereschagin NAME: Jeff Yelton\n\nTITLE: Director, Finance TITLE: President POS/Barocoding\n\nDATE: 8/4/10", "probability": 8.146914501602194e-05 }, { "score": 5.045010566711426, "text": "Effective Date.\n\nCisco Systems, Inc. ScanSource, Inc.\n\nBY: /s/ S.K. Vereschagin BY: /s/ Jeffry E. Yelton (Authorized Signature) (Authorized Signature)\n\nNAME: S.K. Vereschagin NAME: Jeff Yelton\n\nTITLE: Director, Finance TITLE: President POS/Barocoding\n\nDATE: 8/4/10", "probability": 7.408295426759275e-05 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Expiration Date": [ { "score": 14.312562942504883, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 0.9188392999165367 }, { "text": "", "score": 11.5802640914917, "probability": 0.0597884436318955 }, { "score": 10.31551742553711, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement", "probability": 0.016878923712446564 }, { "score": 8.641741752624512, "text": "The Term of the Agreement is hereby extended to January 20, 2012", "probability": 0.003165433626838027 }, { "score": 6.49171257019043, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment.", "probability": 0.0003687121099362882 }, { "score": 5.743843078613281, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 0.00017453872871586018 }, { "score": 5.480902671813965, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. 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If", "probability": 3.804331467872429e-05 }, { "score": 4.1082611083984375, "text": "Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 3.40069422591973e-05 }, { "score": 4.041603088378906, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment", "probability": 3.181400710635012e-05 }, { "score": 3.896348714828491, "text": "1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 2.751282595475973e-05 }, { "score": 3.7713065147399902, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the", "probability": 2.4278959090583323e-05 }, { "score": 3.176082134246826, "text": "20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 1.3388360548605192e-05 }, { "score": 2.870699167251587, "text": "is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 9.865094775937406e-06 }, { "score": 2.783337116241455, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless", "probability": 9.03983295415323e-06 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Renewal Term": [ { "text": "", "score": 11.453012466430664, "probability": 0.5713659591056174 }, { "score": 10.749748229980469, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 0.2828072802156706 }, { "score": 9.50770092010498, "text": "Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 0.08167258324517188 }, { "score": 8.575798988342285, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 0.03216299073215412 }, { "score": 7.569487571716309, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement", "probability": 0.01175766088986922 }, { "score": 7.329018592834473, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 0.009244567113406293 }, { "score": 7.1577653884887695, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 0.007789548003455001 }, { "score": 4.873047351837158, "text": "Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing", "probability": 0.0007929975069958357 }, { "score": 4.424432754516602, "text": "The Term of the Agreement is hereby extended to January 20, 2012", "probability": 0.0005063385316912124 }, { "score": 4.194389820098877, "text": "WHEREAS, Cisco and Distributor have previously entered into the Agreement dated January 22, 2007, and\n\nWHEREAS, Cisco and Distributor wish to renew and update certain terms and conditions in the Agreement regarding payment; and,\n\nNOW WHEREFORE, the parties agree to further amend the Agreement as follows:\n\n1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 0.0004022857053975626 }, { "score": 4.021060466766357, "text": "WHEREAS, Cisco and Distributor wish to renew and update certain terms and conditions in the Agreement regarding payment; and,\n\nNOW WHEREFORE, the parties agree to further amend the Agreement as follows:\n\n1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 0.0003382662112717373 }, { "score": 3.652045488357544, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment.", "probability": 0.00023388235075833157 }, { "score": 3.622379779815674, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The", "probability": 0.00022704596951259086 }, { "score": 3.276790142059326, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 0.0001607037918167522 }, { "score": 3.05688214302063, "text": "The", "probability": 0.00012897967954546253 }, { "score": 2.7769620418548584, "text": "Notwithstanding", "probability": 9.748853368765594e-05 }, { "score": 2.6643707752227783, "text": "Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.\n\n2. Section 6.0 (\"Payment\") of the Agreement is modified by adding the following new Section 6.7: 6.7 [*****]\n\n3. Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following:\n\n12.0 INVENTORY BALANCE\n\n12.1 Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 8.710754470175835e-05 }, { "score": 2.6211512088775635, "text": "NOW WHEREFORE, the parties agree to further amend the Agreement as follows:\n\n1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 8.342299033845934e-05 }, { "score": 2.523111343383789, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing", "probability": 7.563234755725698e-05 }, { "score": 2.3755993843078613, "text": "The", "probability": 6.525953138086697e-05 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.699336051940918, "probability": 0.9997764247219322 }, { "score": 2.498404026031494, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 0.00010092270550035576 }, { "score": 1.469530701637268, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 3.607072546410384e-05 }, { "score": 1.2462908029556274, "text": "Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 2.8853800249662092e-05 }, { "score": 1.074937343597412, "text": "Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 2.4310011207349924e-05 }, { "score": 0.09203433990478516, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 9.097368952813865e-06 }, { "score": 0.060956716537475586, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 8.81899239255787e-06 }, { "score": -1.0913872718811035, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement", "probability": 2.7858795318131913e-06 }, { "score": -1.3165396451950073, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 2.2242310503845835e-06 }, { "score": -1.410105586051941, "text": "WHEREAS, Cisco and Distributor wish to renew and update certain terms and conditions in the Agreement regarding payment; and,\n\nNOW WHEREFORE, the parties agree to further amend the Agreement as follows:\n\n1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 2.0255582056773376e-06 }, { "score": -1.6485867500305176, "text": "WHEREAS, Cisco and Distributor have previously entered into the Agreement dated January 22, 2007, and\n\nWHEREAS, Cisco and Distributor wish to renew and update certain terms and conditions in the Agreement regarding payment; and,\n\nNOW WHEREFORE, the parties agree to further amend the Agreement as follows:\n\n1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 1.5957824109117441e-06 }, { "score": -1.7820428609848022, "text": "Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.\n\n2. Section 6.0 (\"Payment\") of the Agreement is modified by adding the following new Section 6.7: 6.7 [*****]\n\n3. Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following:\n\n12.0 INVENTORY BALANCE\n\n12.1 Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 1.3964147300241251e-06 }, { "score": -2.1448004245758057, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding", "probability": 9.715626553546714e-07 }, { "score": -2.3680403232574463, "text": "Notwithstanding", "probability": 7.771752418878459e-07 }, { "score": -2.438978910446167, "text": "WHEREAS, Cisco and Distributor wish to renew and update certain terms and conditions in the Agreement regarding payment; and,\n\nNOW WHEREFORE, the parties agree to further amend the Agreement as follows:\n\n1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 7.239535799829749e-07 }, { "score": -2.5113091468811035, "text": "Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 6.734387425724468e-07 }, { "score": -2.5952041149139404, "text": "The", "probability": 6.192456661614292e-07 }, { "score": -2.604595899581909, "text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The", "probability": 6.134570693843328e-07 }, { "score": -2.677460193634033, "text": "WHEREAS, Cisco and Distributor have previously entered into the Agreement dated January 22, 2007, and\n\nWHEREAS, Cisco and Distributor wish to renew and update certain terms and conditions in the Agreement regarding payment; and,\n\nNOW WHEREFORE, the parties agree to further amend the Agreement as follows:\n\n1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 5.703475951943378e-07 }, { "score": -2.761017084121704, "text": "NOW WHEREFORE, the parties agree to further amend the Agreement as follows:\n\n1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "probability": 5.246278219420075e-07 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Governing Law": [ { "text": "", "score": 12.157756805419922, "probability": 0.9999987915418531 }, { "score": -2.468982219696045, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 4.443113713063324e-07 }, { "score": -3.8071517944335938, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.", "probability": 1.1655415661451356e-07 }, { "score": -3.816559314727783, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 1.1546281249056919e-07 }, { "score": -4.309136867523193, "text": "Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 7.055347659533461e-08 }, { "score": -4.514795303344727, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement;", "probability": 5.7438368438991116e-08 }, { "score": -4.612318515777588, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 5.210126909490621e-08 }, { "score": -4.62701940536499, "text": "The", "probability": 5.1340936566151795e-08 }, { "score": -4.791618824005127, "text": "Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.", "probability": 4.354909833985517e-08 }, { "score": -4.801026344299316, "text": "Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 4.3141330363518935e-08 }, { "score": -5.065701484680176, "text": "Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.", "probability": 3.310903938781967e-08 }, { "score": -5.086693286895752, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 3.2421265048682436e-08 }, { "score": -5.245498180389404, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 2.7660617279662257e-08 }, { "score": -5.49833345413208, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws).", "probability": 2.148111912200625e-08 }, { "score": -5.523963451385498, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws).", "probability": 2.0937553643971077e-08 }, { "score": -5.60241174697876, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 1.935781233210642e-08 }, { "score": -5.710568904876709, "text": "Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.\n\n2. Section 6.0 (\"Payment\") of the Agreement is modified by adding the following new Section 6.7: 6.7 [*****]\n\n3. Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following:\n\n12.0 INVENTORY BALANCE\n\n12.1 Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 1.737337597801082e-08 }, { "score": -5.9252448081970215, "text": "Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.", "probability": 1.4016889773404006e-08 }, { "score": -5.934652328491211, "text": "Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 1.3885643915388201e-08 }, { "score": -5.943595886230469, "text": "Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.", "probability": 1.376201054247848e-08 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Most Favored Nation": [ { "text": "", "score": 12.056655883789062, "probability": 0.6877521551260111 }, { "score": 10.659626007080078, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.17010206796559732 }, { "score": 10.257759094238281, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.11381015393318805 }, { "score": 8.204730987548828, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.014607040480144842 }, { "score": 6.390549182891846, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 0.00238052685895066 }, { "score": 6.3603105545043945, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.002309620450992907 }, { "score": 6.146966934204102, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 0.0018658926733397306 }, { "score": 6.0638933181762695, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 0.0017171500480791086 }, { "score": 5.816288471221924, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 0.0013405247219005654 }, { "score": 5.368984699249268, "text": "The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.0008570640282049084 }, { "score": 4.957751274108887, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.0005680896283656431 }, { "score": 4.810352325439453, "text": "The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.0004902327380842434 }, { "score": 4.750699043273926, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 0.00046184390769250414 }, { "score": 4.672502517700195, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap", "probability": 0.00042710523988067955 }, { "score": 4.308173179626465, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 0.0002966939417183817 }, { "score": 4.1941962242126465, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;", "probability": 0.0002647336305670092 }, { "score": 4.000662326812744, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap", "probability": 0.00021815160467917593 }, { "score": 3.9479711055755615, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").", "probability": 0.00020695451486277524 }, { "score": 3.7632603645324707, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 0.0001720505438287299 }, { "score": 3.639010190963745, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco.", "probability": 0.0001519479639114558 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Compete": [ { "text": "", "score": 11.553913116455078, "probability": 0.9981731845307 }, { "score": 4.594972610473633, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 0.0009483670073121592 }, { "score": 3.6163599491119385, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.0003564268054573962 }, { "score": 2.6835570335388184, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 0.0001402358978020651 }, { "score": 2.6737515926361084, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 0.000138867542620212 }, { "score": 1.704944372177124, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 5.270515810720052e-05 }, { "score": 1.6951390504837036, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 5.2190892467378e-05 }, { "score": 1.6327662467956543, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 4.90350428237021e-05 }, { "score": 0.6541537642478943, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 1.8428948560596207e-05 }, { "score": 0.17941391468048096, "text": "(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 1.1463669606917696e-05 }, { "score": 0.026738762855529785, "text": "contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 9.840511763849684e-06 }, { "score": 0.01266491413116455, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 9.702987904883745e-06 }, { "score": -0.23797392845153809, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 7.551868581864831e-06 }, { "score": -0.32246410846710205, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 6.940021322431363e-06 }, { "score": -0.5766425132751465, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following", "probability": 5.382357321752268e-06 }, { "score": -0.6838263273239136, "text": "any of the following:", "probability": 4.835297357525913e-06 }, { "score": -0.7085657119750977, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business,", "probability": 4.717142639992866e-06 }, { "score": -0.951873779296875, "text": "contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 3.698381073075138e-06 }, { "score": -1.0684010982513428, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 3.2915805413585313e-06 }, { "score": -1.1173452138900757, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 3.1343560349550766e-06 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Exclusivity": [ { "text": "", "score": 12.133649826049805, "probability": 0.9998703950710975 }, { "score": 2.43603515625, "text": "Nonexclusive Value Added Distributor Agreement", "probability": 6.142188929741314e-05 }, { "score": 0.9587093591690063, "text": "Nonexclusive Value Added Distributor", "probability": 1.4019377471825987e-05 }, { "score": 0.8142099976539612, "text": "Distributor Agreement", "probability": 1.2133146848654492e-05 }, { "score": 0.40402352809906006, "text": "Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 8.050664597233038e-06 }, { "score": 0.34820640087127686, "text": "Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc.", "probability": 7.613610641394564e-06 }, { "score": 0.05080068111419678, "text": "Amendment No. 3 (\"Amendment No. 3\") to the Nonexclusive Value Added Distributor Agreement", "probability": 5.65495300789304e-06 }, { "score": -0.4434298276901245, "text": "Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 3.4497483656691507e-06 }, { "score": -0.4992469549179077, "text": "Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc.", "probability": 3.262468650851419e-06 }, { "score": -0.6631158590316772, "text": "Distributor", "probability": 2.7693572665933473e-06 }, { "score": -0.8175618648529053, "text": "Nonexclusive Value Added Distributor Agreement", "probability": 2.373033877853293e-06 }, { "score": -1.2749836444854736, "text": "Nonexclusive Value Added Distributor", "probability": 1.5019247828630004e-06 }, { "score": -1.4265251159667969, "text": "Amendment No. 3 (\"Amendment No. 3\") to the Nonexclusive Value Added Distributor", "probability": 1.2907274867305201e-06 }, { "score": -1.498213291168213, "text": "NONEXCLUSIVE VALUE ADDED DISTRIBUTOR AGREEMENT\n\nThis Amendment No. 3 (\"Amendment No. 3\") to the Nonexclusive Value Added Distributor Agreement", "probability": 1.2014363837292795e-06 }, { "score": -1.6650152206420898, "text": "Distributor Agreement", "probability": 1.016856390292986e-06 }, { "score": -1.7227566242218018, "text": "Nonexclusive Value Added Distributor Agreement,", "probability": 9.598046492078957e-07 }, { "score": -1.7986667156219482, "text": "Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''),", "probability": 8.896424869316609e-07 }, { "score": -1.9408762454986572, "text": "Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc.", "probability": 7.717110188789518e-07 }, { "score": -2.122437000274658, "text": "Distributor", "probability": 6.435819679806802e-07 }, { "score": -2.2247464656829834, "text": "Nonexclusive Value Added Distributor Agreement, as amended", "probability": 5.809937107284255e-07 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.054112434387207, "probability": 0.9361680580707795 }, { "score": 8.579071998596191, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.028984307817444283 }, { "score": 8.136031150817871, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 0.018610272738210594 }, { "score": 6.6556854248046875, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.004234935085972581 }, { "score": 6.386497497558594, "text": "(iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.0032354889903812487 }, { "score": 6.247986793518066, "text": "(iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.002816991210461306 }, { "score": 6.205086708068848, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.0026986975919071976 }, { "score": 4.992318153381348, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations", "probability": 0.0008025193826583213 }, { "score": 4.975523471832275, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.0007891538740760885 }, { "score": 4.532482624053955, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 0.0005067006920252371 }, { "score": 3.790225028991699, "text": "(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.00024120878425754953 }, { "score": 3.4121673107147217, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business,", "probability": 0.0001652740763915859 }, { "score": 3.382939577102661, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations", "probability": 0.00016051340049718163 }, { "score": 3.1241838932037354, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office;", "probability": 0.00012391820952650312 }, { "score": 3.1137521266937256, "text": "(iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations", "probability": 0.00012263224281237634 }, { "score": 2.66123366355896, "text": "(iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations", "probability": 7.799708995585625e-05 }, { "score": 2.618333578109741, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations", "probability": 7.472176627955071e-05 }, { "score": 2.477579116821289, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 6.491099156963867e-05 }, { "score": 2.419224977493286, "text": "or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 6.12315654372021e-05 }, { "score": 2.4066503047943115, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business);", "probability": 6.046641935595365e-05 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.744157791137695, "probability": 0.9930883227142685 }, { "score": 5.844118118286133, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 0.0027204027319643006 }, { "score": 5.53294038772583, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.00199292259493541 }, { "score": 4.4484100341796875, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 0.0006737284438633569 }, { "score": 4.137232303619385, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.0004935624504598449 }, { "score": 3.372382164001465, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 0.00022970577646996954 }, { "score": 3.061204433441162, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.00016827869886148618 }, { "score": 2.8890304565429688, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 0.00014166251158086797 }, { "score": 2.577852725982666, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.00010377964147277434 }, { "score": 2.446046829223633, "text": "\"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 9.096400897271236e-05 }, { "score": 2.07003116607666, "text": "(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 6.245512253212047e-05 }, { "score": 1.9630235433578491, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 5.6117103238336694e-05 }, { "score": 1.7719684839248657, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 4.6357615243556266e-05 }, { "score": 1.4936833381652832, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 3.509646564162646e-05 }, { "score": 0.996224045753479, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 2.1341235475491124e-05 }, { "score": 0.9298087358474731, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 1.996989379354289e-05 }, { "score": 0.9055662155151367, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations", "probability": 1.9491594254846405e-05 }, { "score": 0.5268237590789795, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business,", "probability": 1.3346322147812462e-05 }, { "score": 0.390230655670166, "text": "Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 1.1642331802734339e-05 }, { "score": 0.3200007677078247, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 1.0852743020387766e-05 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.154010772705078, "probability": 0.9998846531389299 }, { "score": 2.863495111465454, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 9.22848088273322e-05 }, { "score": 0.9365614652633667, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.3436110515027519e-05 }, { "score": -0.4637729525566101, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 3.3121962175204416e-06 }, { "score": -1.0678768157958984, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.8103272244908777e-06 }, { "score": -2.0976929664611816, "text": "(iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 6.464182526927895e-07 }, { "score": -2.298971652984619, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 5.28566200056291e-07 }, { "score": -2.4158506393432617, "text": "Distribut", "probability": 4.7026156979849055e-07 }, { "score": -2.598228931427002, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business,", "probability": 3.918624084407496e-07 }, { "score": -2.6475815773010254, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or", "probability": 3.7299243331760797e-07 }, { "score": -2.795808792114258, "text": "violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 3.2160719790927677e-07 }, { "score": -2.834226608276367, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following", "probability": 3.0948607600920524e-07 }, { "score": -2.994323253631592, "text": "Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 2.637011507198177e-07 }, { "score": -3.0382213592529297, "text": "any of the following:", "probability": 2.52375574113744e-07 }, { "score": -3.1490554809570312, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business);", "probability": 2.2589814904992027e-07 }, { "score": -3.369281530380249, "text": "assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.812465357315808e-07 }, { "score": -3.592710494995117, "text": "(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 1.4495585035289765e-07 }, { "score": -3.59797739982605, "text": "The directors, officers and employees of Distributor's business are not employees of Cisco (Including any of Its affiliated companies);", "probability": 1.441943887176475e-07 }, { "score": -3.741058826446533, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person", "probability": 1.2497089676082859e-07 }, { "score": -3.7417736053466797, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to", "probability": 1.2488160211745682e-07 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Disparagement": [ { "text": "", "score": 11.6328125, "probability": 0.999745655444609 }, { "score": 2.118483304977417, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 7.376814405417286e-05 }, { "score": 1.9596819877624512, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 6.293646143543664e-05 }, { "score": 1.5620578527450562, "text": "In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 4.228792286426098e-05 }, { "score": 0.7469609975814819, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.871648485615112e-05 }, { "score": 0.2572353482246399, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.1469358823600995e-05 }, { "score": 0.0984339714050293, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 9.785264703631237e-06 }, { "score": -0.027748078107833862, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 8.625264274329528e-06 }, { "score": -0.6938027143478394, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 4.431069454221168e-06 }, { "score": -0.9099061489105225, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 3.5698998141958263e-06 }, { "score": -0.9945113062858582, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 3.2802917767699123e-06 }, { "score": -1.1533126831054688, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 2.798632760079657e-06 }, { "score": -1.326221227645874, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 2.3542505838632808e-06 }, { "score": -1.3735506534576416, "text": "In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;\n\n(h) Distributor Is unaware of any of Its directors, officers or employees serving as government officials or employees (at any level of government);\n\n(i) The directors, officers and employees of Distributor's business are not employees of Cisco (Including any of Its affiliated companies);", "probability": 2.2454209913494385e-06 }, { "score": -1.5323843955993652, "text": "In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 1.91565439609654e-06 }, { "score": -1.6629528999328613, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 1.6811713475124414e-06 }, { "score": -1.8790563344955444, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.3544390001376976e-06 }, { "score": -1.9875390529632568, "text": "(g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 1.2151950854921896e-06 }, { "score": -2.1524300575256348, "text": "Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.0304685724796536e-06 }, { "score": -2.3112313747406006, "text": "Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 8.791605970819668e-07 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Termination For Convenience": [ { "text": "", "score": 11.633159637451172, "probability": 0.9997839161555707 }, { "score": 3.1381709575653076, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 0.0002044463861888378 }, { "score": -0.7778412699699402, "text": "(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 4.0726485750654e-06 }, { "score": -1.898036241531372, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement", "probability": 1.3285638832157855e-06 }, { "score": -1.9040582180023193, "text": "Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 1.3205873441414422e-06 }, { "score": -2.117344856262207, "text": "terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 1.0669348987008826e-06 }, { "score": -2.3029472827911377, "text": "Notwithstanding", "probability": 8.862001335900567e-07 }, { "score": -3.060746431350708, "text": "this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 4.1535918875077305e-07 }, { "score": -3.1642727851867676, "text": "Distributor will also promptly inform Cisco if any other portion of the statements set forth in subsections (g) through (k) above changes.\n\n(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 3.745095514287054e-07 }, { "score": -3.269286870956421, "text": "may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 3.371753836858089e-07 }, { "score": -3.562321186065674, "text": ".", "probability": 2.515316700428617e-07 }, { "score": -3.7028942108154297, "text": "Distributor breaches any of the representations and warranties set forth in this section.", "probability": 2.1854586074078992e-07 }, { "score": -3.7114298343658447, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.\n\n(o) Distributor can report to Cisco any concerns it may have regarding any business practices by emailing ethics@cisco.com, or by calling Cisco's Helpline toll free number In North America 1- 877-571-1700 or worldwide number (reverse calling charges to Cisco) 001-770-776-5611.", "probability": 2.166883742253686e-07 }, { "score": -3.746750831604004, "text": "immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 2.0916831456335329e-07 }, { "score": -3.795729160308838, "text": ") Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 1.9917043829265314e-07 }, { "score": -4.016511917114258, "text": "upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 1.5971295538405047e-07 }, { "score": -4.072338104248047, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.\n\n(o) Distributor can report to Cisco any concerns it may have regarding any business practices by emailing ethics@cisco.com, or by calling Cisco's Helpline toll free number In North America 1- 877-571-1700 or worldwide number (reverse calling charges to Cisco) 001-770-776-5611. Contact ethics@cisco.com for other Cisco) 001-770-776-5611. Contact ethics@cisco.com for other available regional hotline numbers;", "probability": 1.5104110042950526e-07 }, { "score": -4.076957702636719, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if", "probability": 1.5034496038705568e-07 }, { "score": -4.146115303039551, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate", "probability": 1.402988498468317e-07 }, { "score": -4.155583381652832, "text": "Notwithstanding any other provision in this Agreement, Cisco may", "probability": 1.389767580183205e-07 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.256734848022461, "probability": 0.9953127753244658 }, { "score": 6.494318962097168, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 0.003128773732073415 }, { "score": 5.540332794189453, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 0.001205211392465547 }, { "score": 3.2948966026306152, "text": "Distributor shall obtain an RMA number prior to returning any Product to Cisco.", "probability": 0.00012760940414768937 }, { "score": 2.4236950874328613, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 5.339796054599285e-05 }, { "score": 2.2276906967163086, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 4.389358415095963e-05 }, { "score": 1.2248482704162598, "text": "The", "probability": 1.6101714164982754e-05 }, { "score": 1.2188220024108887, "text": "Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco.", "probability": 1.6004972707823686e-05 }, { "score": 1.0043351650238037, "text": "Distributor shall obtain an RMA number prior to returning any Product to Cisco", "probability": 1.2915299686460636e-05 }, { "score": 0.8006711006164551, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof", "probability": 1.0535479555071677e-05 }, { "score": 0.7725968360900879, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco.", "probability": 1.0243816977558892e-05 }, { "score": 0.7564523220062256, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter", "probability": 1.0079763376232423e-05 }, { "score": 0.7514019012451172, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.\n\n2. Section 6.0 (\"Payment\") of the Agreement is modified by adding the following new Section 6.7: 6.7 [*****]", "probability": 1.0028984664872355e-05 }, { "score": 0.6458030343055725, "text": "(iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 9.023935075542461e-06 }, { "score": 0.6228549480438232, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 8.819211031662656e-06 }, { "score": 0.5527975559234619, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement.", "probability": 8.222505941775808e-06 }, { "score": 0.018958568572998047, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.", "probability": 4.821263517907418e-06 }, { "score": -0.15174436569213867, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor.", "probability": 4.064672199786115e-06 }, { "score": -0.23502683639526367, "text": "Distribut", "probability": 3.739869169457441e-06 }, { "score": -0.2357637882232666, "text": "Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and", "probability": 3.737114081344818e-06 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Change Of Control": [ { "text": "", "score": 12.228540420532227, "probability": 0.9999989333279573 }, { "score": -1.9102933406829834, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 7.237391294806765e-07 }, { "score": -3.952531099319458, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 9.3896513013868e-08 }, { "score": -4.731985092163086, "text": "Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 4.30662340597841e-08 }, { "score": -5.149616718292236, "text": "Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 2.8363628320794428e-08 }, { "score": -5.266758441925049, "text": "Distributor will also promptly inform Cisco if any other portion of the statements set forth in subsections (g) through (k) above changes.\n\n(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 2.5228288080558225e-08 }, { "score": -5.437586784362793, "text": "(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 2.1266595714723054e-08 }, { "score": -5.721979141235352, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 1.6002503976176876e-08 }, { "score": -5.738733768463135, "text": "Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 1.573662158729261e-08 }, { "score": -5.886302471160889, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.357760682348998e-08 }, { "score": -6.035311222076416, "text": "Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 1.169794432518978e-08 }, { "score": -6.05521297454834, "text": "If Distributor is a non-governmental entity, it will notify Cisco In writing lf any of its owners, partners, principals, officers, or employees are or become, during the term of this Agreement, officials, officers or representatives of any government, political party or candidate for political office outside the United States and are responsible for a decision regarding obtaining or retaining business for Cisco Products or Services by such government. Distributor will also promptly inform Cisco if any other portion of the statements set forth in subsections (g) through (k) above changes.\n\n(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 1.146743609987415e-08 }, { "score": -6.314116477966309, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 8.851685313333008e-09 }, { "score": -6.371053695678711, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 8.361774405719577e-09 }, { "score": -6.402958869934082, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 8.09920152620386e-09 }, { "score": -6.422653675079346, "text": "Distributor represents and warrants the following:", "probability": 7.941249849621485e-09 }, { "score": -6.431149482727051, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 7.874068303253945e-09 }, { "score": -6.4642415046691895, "text": "In", "probability": 7.61776367057351e-09 }, { "score": -6.544801235198975, "text": "Distributor will also promptly inform Cisco if any other portion of the statements set forth in subsections (g) through (k) above changes.", "probability": 7.028147197503794e-09 }, { "score": -6.569651126861572, "text": "In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 6.8556506380050264e-09 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Anti-Assignment": [ { "text": "", "score": 12.125089645385742, "probability": 0.9999949679729344 }, { "score": -1.5626354217529297, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.1363035098589142e-06 }, { "score": -2.2722465991973877, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 5.588742878648329e-07 }, { "score": -2.3267922401428223, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 5.292066082343285e-07 }, { "score": -2.4142425060272217, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 4.848931966012608e-07 }, { "score": -2.468764543533325, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 4.591636194762698e-07 }, { "score": -2.495370864868164, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 4.471080529752049e-07 }, { "score": -2.714360475540161, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);", "probability": 3.5917534088740704e-07 }, { "score": -3.626002311706543, "text": "Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.4433959875993483e-07 }, { "score": -3.6458163261413574, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 1.415077991708542e-07 }, { "score": -3.720914602279663, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.3127003759914162e-07 }, { "score": -4.030572891235352, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 9.631251494820744e-08 }, { "score": -4.039542198181152, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 9.545252097927968e-08 }, { "score": -4.093493461608887, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco", "probability": 9.043919061104864e-08 }, { "score": -4.1622467041015625, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);\n\n(f) Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;", "probability": 8.443014072280422e-08 }, { "score": -4.454982757568359, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 6.300338165110139e-08 }, { "score": -4.497246742248535, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party", "probability": 6.039609299119996e-08 }, { "score": -4.6787004470825195, "text": "Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 5.037377550802558e-08 }, { "score": -4.681461334228516, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);\n\n(f) Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;\n\n(g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 5.0234891009164573e-08 }, { "score": -4.695340156555176, "text": "(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 4.954250574229989e-08 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 11.964214324951172, "probability": 0.9848929414406757 }, { "score": 7.163005352020264, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 0.008095626466433683 }, { "score": 6.810781002044678, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 0.005692215977009288 }, { "score": 3.8695945739746094, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter", "probability": 0.00030056633380132983 }, { "score": 3.475027561187744, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.00020257323218516324 }, { "score": 3.3775229454040527, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 0.00018375380508191445 }, { "score": 3.251585006713867, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 0.00016201013696247167 }, { "score": 2.7732815742492676, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement.", "probability": 0.00010041940592165473 }, { "score": 2.4369101524353027, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 7.173537871074033e-05 }, { "score": 2.3729407787323, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").", "probability": 6.729020469214079e-05 }, { "score": 2.2675859928131104, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 6.0561531223677967e-05 }, { "score": 2.167226552963257, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor.", "probability": 5.4778646377265334e-05 }, { "score": 1.5518879890441895, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter", "probability": 2.9605551352777563e-05 }, { "score": 1.271000623703003, "text": "Section 6.0 (\"Payment\") of the Agreement is modified by adding the following new Section 6.7: 6.7 [*****]\n\n3. Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following:\n\n12.0 INVENTORY BALANCE\n\n12.1 Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 2.235554802658378e-05 }, { "score": 1.0846009254455566, "text": "Distribut", "probability": 1.855380382250287e-05 }, { "score": 0.766697883605957, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The", "probability": 1.3501108376122851e-05 }, { "score": 0.7298130989074707, "text": "Distribut", "probability": 1.3012195060445747e-05 }, { "score": 0.37581491470336914, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The", "probability": 9.132950566831501e-06 }, { "score": -0.2857518196105957, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For", "probability": 4.712987901042688e-06 }, { "score": -0.29849815368652344, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12,", "probability": 4.653295818546835e-06 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Price Restrictions": [ { "score": 12.646421432495117, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 0.348167071269088 }, { "score": 12.190598487854004, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 0.22071218220775132 }, { "text": "", "score": 11.907722473144531, "probability": 0.1663316181108341 }, { "score": 11.731444358825684, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.13944989773842148 }, { "score": 11.00291919708252, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.06730134482617238 }, { "score": 9.751980781555176, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement.", "probability": 0.019264071938759852 }, { "score": 9.720754623413086, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.018671823920055206 }, { "score": 8.364760398864746, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 0.004811560312420918 }, { "score": 7.943889141082764, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter", "probability": 0.003158667189050574 }, { "score": 7.741291522979736, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement.", "probability": 0.0025793889889734237 }, { "score": 7.63623571395874, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 0.002322157559105378 }, { "score": 7.054511070251465, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter", "probability": 0.0012979318229080327 }, { "score": 6.863613605499268, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 0.0010723737265716056 }, { "score": 6.840235233306885, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap", "probability": 0.0010475941560658766 }, { "score": 6.731468677520752, "text": "The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.0009396288702595001 }, { "score": 6.354071140289307, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 0.0006442503811807821 }, { "score": 6.306154727935791, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 0.0006141081353493909 }, { "score": 6.2681193351745605, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor.", "probability": 0.0005911889248286843 }, { "score": 6.135088920593262, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 0.0005175495252373368 }, { "score": 6.111710548400879, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap", "probability": 0.0005055903969660522 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Minimum Commitment": [ { "text": "", "score": 12.095796585083008, "probability": 0.89118816518052 }, { "score": 9.085553169250488, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.043917469244677106 }, { "score": 7.583982467651367, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 0.009783932232566957 }, { "score": 7.505396842956543, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.009044491038297688 }, { "score": 7.470346927642822, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 0.008732973613876167 }, { "score": 7.317670822143555, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.007496451884226987 }, { "score": 7.201729774475098, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 0.006675798207814815 }, { "score": 7.074026107788086, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 0.005875464449532427 }, { "score": 6.373153209686279, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement.", "probability": 0.0029151235818315555 }, { "score": 6.185427188873291, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement.", "probability": 0.002416176164611334 }, { "score": 5.890190601348877, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 0.0017984939238721357 }, { "score": 5.702464580535889, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 0.0014906668719437018 }, { "score": 5.621573448181152, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 0.0013748332520636527 }, { "score": 5.533015727996826, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 0.0012583165199995176 }, { "score": 5.493869781494141, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 0.0012100101957963677 }, { "score": 5.433847427368164, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 0.0011395192144355647 }, { "score": 5.329616546630859, "text": "The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.001026726464216398 }, { "score": 5.306143760681152, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 0.0010029069821400152 }, { "score": 5.2617034912109375, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 0.0009593133561641925 }, { "score": 4.936757564544678, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap", "probability": 0.0006931676214135723 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Volume Restriction": [ { "score": 12.446752548217773, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 0.22965411949653358 }, { "score": 12.276506423950195, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.19370341962588175 }, { "score": 12.247297286987305, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.1881273425525381 }, { "text": "", "score": 12.01094913482666, "probability": 0.14852762017189683 }, { "score": 11.875259399414062, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 0.12968146831419292 }, { "score": 10.04257583618164, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.02074691657265212 }, { "score": 9.486791610717773, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement.", "probability": 0.011900892666106382 }, { "score": 9.461037635803223, "text": "The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 0.011598310446589087 }, { "score": 9.134053230285645, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 0.008363483532791052 }, { "score": 9.10484504699707, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 0.008122734410453756 }, { "score": 8.908064842224121, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 0.006671779678935566 }, { "score": 8.878856658935547, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 0.006479727516002029 }, { "score": 8.820674896240234, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap", "probability": 0.006113483225697478 }, { "score": 8.791465759277344, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap", "probability": 0.005937496380865711 }, { "score": 8.771812438964844, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 0.005821944075220866 }, { "score": 8.74260425567627, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 0.005654355065101958 }, { "score": 8.621904373168945, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 0.0050114544067379795 }, { "score": 8.592696189880371, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 0.004867195947290411 }, { "score": 7.549369812011719, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter", "probability": 0.0017146202243304087 }, { "score": 7.273799896240234, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor.", "probability": 0.0013016356901821644 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.169923782348633, "probability": 0.9999995760631247 }, { "score": -3.793233633041382, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 1.1675853486192205e-07 }, { "score": -4.5861616134643555, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 5.283532585048331e-08 }, { "score": -5.023215293884277, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 3.412827899916289e-08 }, { "score": -5.181017875671387, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 2.914617700063735e-08 }, { "score": -5.241420745849609, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 2.7437779698637006e-08 }, { "score": -5.365167140960693, "text": "Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 2.424412911445886e-08 }, { "score": -5.73521089553833, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.674551958659495e-08 }, { "score": -5.749327659606934, "text": "The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 1.651078776243478e-08 }, { "score": -5.768559455871582, "text": "Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following:\n\n12.0 INVENTORY BALANCE\n\n12.1 Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 1.619628953231437e-08 }, { "score": -6.027614593505859, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.2499979910599873e-08 }, { "score": -6.049119472503662, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 1.2234039116280674e-08 }, { "score": -6.224490165710449, "text": "Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 1.0266143733344774e-08 }, { "score": -6.321227550506592, "text": "Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.", "probability": 9.319547538559906e-09 }, { "score": -6.352689743041992, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.", "probability": 9.030898712034296e-09 }, { "score": -6.471647262573242, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 8.01804292742257e-09 }, { "score": -6.491901397705078, "text": "[*****]", "probability": 7.857277975850622e-09 }, { "score": -6.525936126708984, "text": "[*****]\n\n3. Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following:\n\n12.0 INVENTORY BALANCE\n\n12.1 Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 7.594357246430758e-09 }, { "score": -6.528139114379883, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 7.577645385818686e-09 }, { "score": -6.842047691345215, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 5.5361202487632295e-09 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.136518478393555, "probability": 0.9999996866613867 }, { "score": -4.496179580688477, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 5.977380159387731e-08 }, { "score": -4.7738237380981445, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 4.528262057528224e-08 }, { "score": -4.950760841369629, "text": "ScanSource, Inc.", "probability": 3.793925028787966e-08 }, { "score": -5.027082443237305, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 3.515140545586307e-08 }, { "score": -5.424455642700195, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 2.362466757813403e-08 }, { "score": -6.146763801574707, "text": "Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 1.1472848497998634e-08 }, { "score": -6.3048505783081055, "text": "Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 9.795239152835888e-09 }, { "score": -6.316661834716797, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 9.68022563577195e-09 }, { "score": -6.365529537200928, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 9.218547691894452e-09 }, { "score": -6.454166412353516, "text": "Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 8.43661053747176e-09 }, { "score": -6.458486080169678, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 8.400245780835745e-09 }, { "score": -6.475772857666016, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 8.256280533812944e-09 }, { "score": -6.481307029724121, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 8.21071505666871e-09 }, { "score": -6.563510894775391, "text": "Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 7.562759603012123e-09 }, { "score": -6.636723041534424, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 7.028856296980082e-09 }, { "score": -6.7198686599731445, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 6.468074017150899e-09 }, { "score": -6.733166217803955, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco.", "probability": 6.3826337612204054e-09 }, { "score": -6.88218355178833, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;", "probability": 5.498984800236132e-09 }, { "score": -6.946809768676758, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 5.154846172293377e-09 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__License Grant": [ { "text": "", "score": 11.712411880493164, "probability": 0.9999995264830541 }, { "score": -4.315278053283691, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 1.0946177807575542e-07 }, { "score": -4.591657638549805, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 8.302948987458339e-08 }, { "score": -4.910971641540527, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 6.033315829439663e-08 }, { "score": -5.144186973571777, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.", "probability": 4.778283666176311e-08 }, { "score": -5.592506408691406, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 3.0518927784961364e-08 }, { "score": -5.595113754272461, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 3.043945804102682e-08 }, { "score": -6.33981990814209, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.4454901696588558e-08 }, { "score": -6.467883110046387, "text": "Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.271739031426132e-08 }, { "score": -6.511544227600098, "text": "(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.2174081873643614e-08 }, { "score": -6.600750923156738, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.1135103100223089e-08 }, { "score": -6.87459659576416, "text": "Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.", "probability": 8.467682743003434e-09 }, { "score": -6.908658027648926, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 8.184118068456548e-09 }, { "score": -6.991288185119629, "text": "3. Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following:\n\n12.0 INVENTORY BALANCE\n\n12.1 Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 7.535048719494098e-09 }, { "score": -7.045037269592285, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement.", "probability": 7.1407385783233154e-09 }, { "score": -7.088522911071777, "text": "Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.", "probability": 6.836873741827057e-09 }, { "score": -7.100290775299072, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials;", "probability": 6.756889882521546e-09 }, { "score": -7.27800178527832, "text": "Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 5.65676230519013e-09 }, { "score": -7.30912971496582, "text": "Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.", "probability": 5.483391344165445e-09 }, { "score": -7.322916030883789, "text": "Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 5.4083142859218836e-09 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Transferable License": [ { "text": "", "score": 11.989519119262695, "probability": 0.9999992931292462 }, { "score": -3.272141933441162, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 2.3547484144594542e-07 }, { "score": -4.698671817779541, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 5.654711548470691e-08 }, { "score": -5.088130950927734, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 3.830632629207037e-08 }, { "score": -5.130539417266846, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 3.6715778463264485e-08 }, { "score": -5.216842174530029, "text": "Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 3.3679988107882296e-08 }, { "score": -5.227590560913086, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 3.331992111835817e-08 }, { "score": -5.40932559967041, "text": "(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.\n\n(o) Distributor can report to Cisco any concerns it may have regarding any business practices by emailing ethics@cisco.com, or by calling Cisco's Helpline toll free number In North America 1- 877-571-1700 or worldwide number (reverse calling charges to Cisco) 001-770-776-5611. Contact ethics@cisco.com for other Cisco) 001-770-776-5611. Contact ethics@cisco.com for other available regional hotline numbers;\n\n(p) Distributor has read Cisco's \"Compliance with Global Anticorruption Laws by Cisco' Partners\", published at http://www.cisco.com/legal/anti corruption.html.\n\n5.0 All capitalized terms not defined in this Amendment No. 3 shall have the meaning assigned to them in the Agreement. In the event of conflict between the terms of this Amendment No. 3 and the Agreement, the terms of this Amendment No. 3 shall prevail. All other terms and conditions of the Agreement remain unchanged.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed as of the Effective Date.\n\nCisco Systems, Inc.", "probability": 2.7782891321064176e-08 }, { "score": -5.435522079467773, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 2.706452774953331e-08 }, { "score": -5.510250091552734, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 2.5115769587076716e-08 }, { "score": -5.520748138427734, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 2.4853482222040653e-08 }, { "score": -5.665019989013672, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 2.1514476234640315e-08 }, { "score": -5.730956554412842, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 2.014164286886717e-08 }, { "score": -5.731825351715088, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);", "probability": 2.0124151463223135e-08 }, { "score": -5.735772132873535, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 2.004488237317227e-08 }, { "score": -5.743813991546631, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.9884330694223086e-08 }, { "score": -5.7524261474609375, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.971381902845016e-08 }, { "score": -5.933194160461426, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.645372425967172e-08 }, { "score": -5.943703651428223, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 1.6281709470372956e-08 }, { "score": -6.105361461639404, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 1.3851375602387356e-08 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.01209831237793, "probability": 0.9999975748721475 }, { "score": -1.9624390602111816, "text": "The directors, officers and employees of Distributor's business are not employees of Cisco (Including any of Its affiliated companies);", "probability": 8.529714179286783e-07 }, { "score": -3.142512321472168, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 2.6208078029215934e-07 }, { "score": -3.2100071907043457, "text": "Including any of Its affiliated companies);", "probability": 2.449754272885751e-07 }, { "score": -3.254683017730713, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 2.3427182388439013e-07 }, { "score": -3.670654773712158, "text": "ScanSource, Inc.", "probability": 1.5454886516629785e-07 }, { "score": -4.014703273773193, "text": "Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 1.0955884757396033e-07 }, { "score": -4.5668110847473145, "text": "(Including any of Its affiliated companies);", "probability": 6.307686201178045e-08 }, { "score": -4.6308674812316895, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 5.916307523822404e-08 }, { "score": -4.670036315917969, "text": "Distributor", "probability": 5.689052366104511e-08 }, { "score": -4.810754299163818, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 4.9422747814224655e-08 }, { "score": -4.827397346496582, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 4.8607009696348565e-08 }, { "score": -4.841953754425049, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 4.790459098453521e-08 }, { "score": -4.9551849365234375, "text": "Cisco (Including any of Its affiliated companies);", "probability": 4.2776126842484346e-08 }, { "score": -5.062237739562988, "text": "Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 3.843341870415379e-08 }, { "score": -5.090985298156738, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 3.7344281768145586e-08 }, { "score": -5.138433456420898, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor", "probability": 3.561374443619444e-08 }, { "score": -5.286048412322998, "text": "Its affiliated companies);", "probability": 3.072622999745239e-08 }, { "score": -5.351053714752197, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 2.8792397732808174e-08 }, { "score": -5.380043983459473, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 2.7969681388953482e-08 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.16049575805664, "probability": 0.9999407127912365 }, { "score": 2.118462562561035, "text": "The directors, officers and employees of Distributor's business are not employees of Cisco (Including any of Its affiliated companies);", "probability": 4.352859478452912e-05 }, { "score": -0.36609864234924316, "text": "Distributor", "probability": 3.628636176009304e-06 }, { "score": -0.8553125858306885, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 2.224746385575732e-06 }, { "score": -0.9818339347839355, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor", "probability": 1.9603471524532554e-06 }, { "score": -1.3123748302459717, "text": "ScanSource, Inc.", "probability": 1.4085779941298817e-06 }, { "score": -1.4388961791992188, "text": "ScanSource, Inc. (\"Distributor", "probability": 1.2411760179514785e-06 }, { "score": -1.6036393642425537, "text": "The directors, officers and employees of Distributor's business are not employees of Cisco (Including any of Its affiliated companies);", "probability": 1.0526556342866587e-06 }, { "score": -1.6807537078857422, "text": "Cisco Systems, Inc.", "probability": 9.745317332479595e-07 }, { "score": -2.3403944969177246, "text": "Distributor's business are not employees of Cisco (Including any of Its affiliated companies);", "probability": 5.038689895973733e-07 }, { "score": -2.669017791748047, "text": "Including any of Its affiliated companies);", "probability": 3.6274242092980635e-07 }, { "score": -2.7447009086608887, "text": "Distributor\"),", "probability": 3.363021060908394e-07 }, { "score": -2.7966971397399902, "text": "The", "probability": 3.192625005649367e-07 }, { "score": -2.8284947872161865, "text": "Cisco Systems, Inc. (\"Cisco", "probability": 3.0927040852455735e-07 }, { "score": -2.836224317550659, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource", "probability": 3.068891085415514e-07 }, { "score": -2.8705251216888428, "text": "Cisco", "probability": 2.96541053206598e-07 }, { "score": -2.9563074111938477, "text": "(\"Distributor", "probability": 2.7216360616622214e-07 }, { "score": -3.2932865619659424, "text": "ScanSource", "probability": 1.9430405538917144e-07 }, { "score": -3.3428220748901367, "text": "The directors, officers and employees of Distributor's business are not employees of Cisco (Including any of Its affiliated companies", "probability": 1.8491360482127187e-07 }, { "score": -3.360436201095581, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor\"),", "probability": 1.8168503097608957e-07 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.732532501220703, "probability": 0.9999900997793627 }, { "score": -0.4510180950164795, "text": "Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 5.113837298573563e-06 }, { "score": -1.0404387712478638, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 2.8363822520720605e-06 }, { "score": -3.052698850631714, "text": "Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 3.791851411280971e-07 }, { "score": -3.1305384635925293, "text": "Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);", "probability": 3.5078902411873055e-07 }, { "score": -3.586444139480591, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco", "probability": 2.2235590992336247e-07 }, { "score": -3.719959020614624, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);", "probability": 1.9456463370851933e-07 }, { "score": -3.9155733585357666, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor,", "probability": 1.599962019149154e-07 }, { "score": -3.947373867034912, "text": "(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.\n\n(d) Distributor remains responsible for undertaking appropriate and reasonable measures to ensure that its own relevant subcontractors, consultants, agents or representatives who interact with government\u200b affiliated organizations comply with applicable anti-corruption laws;\n\n(e) Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 1.5498829042512116e-07 }, { "score": -4.633214473724365, "text": "Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);", "probability": 7.806243550837233e-08 }, { "score": -4.867917537689209, "text": "(d) Distributor remains responsible for undertaking appropriate and reasonable measures to ensure that its own relevant subcontractors, consultants, agents or representatives who interact with government\u200b affiliated organizations comply with applicable anti-corruption laws;\n\n(e) Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 6.173221376151161e-08 }, { "score": -5.076436519622803, "text": "(e) Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 5.011332374926185e-08 }, { "score": -5.14168643951416, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 4.694783050413056e-08 }, { "score": -5.1686787605285645, "text": "Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp", "probability": 4.5697549495851666e-08 }, { "score": -5.223155498504639, "text": "Cisco", "probability": 4.327468997421357e-08 }, { "score": -5.298130989074707, "text": "Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 4.014879575850181e-08 }, { "score": -5.364495754241943, "text": ".,", "probability": 3.7570819847518236e-08 }, { "score": -5.524455547332764, "text": "'s on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 3.201702805929156e-08 }, { "score": -5.687097549438477, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 2.721112470022595e-08 }, { "score": -5.758099555969238, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp", "probability": 2.5346074842462435e-08 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.057438850402832, "probability": 0.9999998287176519 }, { "score": -5.403950214385986, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 2.6098467623851786e-08 }, { "score": -5.63701057434082, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 2.0672746548035354e-08 }, { "score": -5.772263526916504, "text": "(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.\n\n(o) Distributor can report to Cisco any concerns it may have regarding any business practices by emailing ethics@cisco.com, or by calling Cisco's Helpline toll free number In North America 1- 877-571-1700 or worldwide number (reverse calling charges to Cisco) 001-770-776-5611. Contact ethics@cisco.com for other Cisco) 001-770-776-5611. Contact ethics@cisco.com for other available regional hotline numbers;\n\n(p) Distributor has read Cisco's \"Compliance with Global Anticorruption Laws by Cisco' Partners\", published at http://www.cisco.com/legal/anti corruption.html.\n\n5.0 All capitalized terms not defined in this Amendment No. 3 shall have the meaning assigned to them in the Agreement. In the event of conflict between the terms of this Amendment No. 3 and the Agreement, the terms of this Amendment No. 3 shall prevail. All other terms and conditions of the Agreement remain unchanged.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed as of the Effective Date.\n\nCisco Systems, Inc.", "probability": 1.805753931847667e-08 }, { "score": -6.195402145385742, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 1.1827468554886226e-08 }, { "score": -6.2002763748168945, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.176995903072735e-08 }, { "score": -6.229963779449463, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 1.1425675226387134e-08 }, { "score": -6.335307598114014, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.028327940216202e-08 }, { "score": -6.418984413146973, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 9.457824630373696e-09 }, { "score": -6.775725841522217, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 6.62003709719429e-09 }, { "score": -6.792293548583984, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco.", "probability": 6.511261828347284e-09 }, { "score": -6.859402656555176, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 6.088636461503515e-09 }, { "score": -6.891305923461914, "text": "Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 5.897454940321085e-09 }, { "score": -7.136195182800293, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 4.616475949161189e-09 }, { "score": -7.312473297119141, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;", "probability": 3.870383191928305e-09 }, { "score": -7.340935707092285, "text": "Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc.", "probability": 3.761775706051901e-09 }, { "score": -7.3605546951293945, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.", "probability": 3.688692724695219e-09 }, { "score": -7.36338996887207, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 3.6782490833553004e-09 }, { "score": -7.379838466644287, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 3.6182422753388488e-09 }, { "score": -7.46040153503418, "text": "Distributor will also promptly inform Cisco if any other portion of the statements set forth in subsections (g) through (k) above changes.\n\n(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.\n\n(o) Distributor can report to Cisco any concerns it may have regarding any business practices by emailing ethics@cisco.com, or by calling Cisco's Helpline toll free number In North America 1- 877-571-1700 or worldwide number (reverse calling charges to Cisco) 001-770-776-5611. Contact ethics@cisco.com for other Cisco) 001-770-776-5611. Contact ethics@cisco.com for other available regional hotline numbers;\n\n(p) Distributor has read Cisco's \"Compliance with Global Anticorruption Laws by Cisco' Partners\", published at http://www.cisco.com/legal/anti corruption.html.\n\n5.0 All capitalized terms not defined in this Amendment No. 3 shall have the meaning assigned to them in the Agreement. In the event of conflict between the terms of this Amendment No. 3 and the Agreement, the terms of this Amendment No. 3 shall prevail. All other terms and conditions of the Agreement remain unchanged.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed as of the Effective Date.\n\nCisco Systems, Inc.", "probability": 3.338178437517064e-09 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Source Code Escrow": [ { "text": "", "score": 12.202503204345703, "probability": 0.9999948032156448 }, { "score": -0.24430525302886963, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 3.93022589468086e-06 }, { "score": -3.0816640853881836, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 2.302333478352361e-07 }, { "score": -3.1614675521850586, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco.", "probability": 2.125739406023769e-07 }, { "score": -3.509650945663452, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.5007069606101533e-07 }, { "score": -3.764453887939453, "text": "For", "probability": 1.1631517678397497e-07 }, { "score": -3.879063129425049, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.", "probability": 1.0371993213678719e-07 }, { "score": -4.185231685638428, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;", "probability": 7.636509729991678e-08 }, { "score": -4.428214073181152, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 5.989202529516543e-08 }, { "score": -4.465344429016113, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 5.770899228046382e-08 }, { "score": -4.503920555114746, "text": "For all returns made pursuant to this Section 12,", "probability": 5.5525194943487386e-08 }, { "score": -4.711969375610352, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor", "probability": 4.5095752397178496e-08 }, { "score": -4.762890338897705, "text": "The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 4.285691877076827e-08 }, { "score": -5.1140570640563965, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC.,", "probability": 3.016554478040702e-08 }, { "score": -5.564067363739014, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 1.923420245379387e-08 }, { "score": -5.8103437423706055, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process;", "probability": 1.5035494313696717e-08 }, { "score": -5.890905380249023, "text": "Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.3871717506749383e-08 }, { "score": -5.941122055053711, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 1.3192327106183726e-08 }, { "score": -6.001985549926758, "text": "For all returns made pursuant to this Section 12", "probability": 1.2413342297443196e-08 }, { "score": -6.012072563171387, "text": "\"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.2288758146614039e-08 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Post-Termination Services": [ { "text": "", "score": 12.348210334777832, "probability": 0.8172234576431532 }, { "score": 9.978174209594727, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 0.07639188263135288 }, { "score": 9.448175430297852, "text": "If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment.", "probability": 0.04496469664841214 }, { "score": 9.305139541625977, "text": "If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 0.03897193510057326 }, { "score": 8.38501262664795, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 0.015529087206654765 }, { "score": 7.077972412109375, "text": "If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment", "probability": 0.004202479233233746 }, { "score": 5.887712001800537, "text": "If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 0.001278150657599241 }, { "score": 4.289350509643555, "text": "The", "probability": 0.00025847733760812295 }, { "score": 4.218947410583496, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof", "probability": 0.00024090554379842634 }, { "score": 3.9896998405456543, "text": "If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment.", "probability": 0.00019155162454883892 }, { "score": 3.616316080093384, "text": "If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The", "probability": 0.0001318643300953988 }, { "score": 3.545912504196167, "text": "If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof", "probability": 0.00012289987700894267 }, { "score": 3.544003963470459, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.\n\n2. Section 6.0 (\"Payment\") of the Agreement is modified by adding the following new Section 6.7: 6.7 [*****]", "probability": 0.00012266554127925958 }, { "score": 3.4042935371398926, "text": "If", "probability": 0.000106671183204807 }, { "score": 2.9090354442596436, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof", "probability": 6.500686995291994e-05 }, { "score": 2.759282112121582, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders", "probability": 5.5965734736555366e-05 }, { "score": 2.589707851409912, "text": "The", "probability": 4.723642745491887e-05 }, { "score": 2.2436118125915527, "text": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement;", "probability": 3.341715277267454e-05 }, { "score": 2.2340118885040283, "text": "provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "probability": 3.309788556524276e-05 }, { "score": 2.086247444152832, "text": "If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders", "probability": 2.8551370994930375e-05 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Audit Rights": [ { "text": "", "score": 12.215627670288086, "probability": 0.9070498517757898 }, { "score": 9.63615894317627, "text": "Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;", "probability": 0.06876732362891663 }, { "score": 8.53957748413086, "text": "Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;", "probability": 0.02296904008344313 }, { "score": 4.193101406097412, "text": "Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.", "probability": 0.00029750363005157825 }, { "score": 3.992842435836792, "text": "Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws", "probability": 0.00024351230046529258 }, { "score": 3.537045478820801, "text": "Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws", "probability": 0.00015437280667201207 }, { "score": 3.2413947582244873, "text": "(f) Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;", "probability": 0.00011486066428970143 }, { "score": 2.5824263095855713, "text": "Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;", "probability": 5.942715817734121e-05 }, { "score": 2.5544042587280273, "text": "Distribut", "probability": 5.778500306078472e-05 }, { "score": 2.2311630249023438, "text": "Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section,", "probability": 4.1824740631320085e-05 }, { "score": 2.113372802734375, "text": "Distribut", "probability": 3.717728005192624e-05 }, { "score": 2.018327236175537, "text": "(f) Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;", "probability": 3.380647177668518e-05 }, { "score": 1.9836828708648682, "text": "In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;", "probability": 3.2655323553159496e-05 }, { "score": 1.8158106803894043, "text": "Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section,", "probability": 2.7608831434660988e-05 }, { "score": 1.691011905670166, "text": "Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties", "probability": 2.4369611513638063e-05 }, { "score": 1.6367805004119873, "text": "Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;", "probability": 2.3083210176703968e-05 }, { "score": 1.5320429801940918, "text": "Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein,", "probability": 2.078783585269153e-05 }, { "score": 1.3016483783721924, "text": "Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;", "probability": 1.6510117900114553e-05 }, { "score": 1.2683053016662598, "text": "Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;\n\n(g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;\n\n(h) Distributor", "probability": 1.5968696264131355e-05 }, { "score": 1.025866985321045, "text": "'s record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;", "probability": 1.2530829978111575e-05 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Uncapped Liability": [ { "text": "", "score": 12.332863807678223, "probability": 0.9999952491324922 }, { "score": -0.6149426698684692, "text": "In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 2.3814256704488287e-06 }, { "score": -1.9021751880645752, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 6.573536083238271e-07 }, { "score": -2.859575033187866, "text": "Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;\n\n(g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 2.5235132040344473e-07 }, { "score": -2.9186015129089355, "text": "In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 2.3788699868528725e-07 }, { "score": -2.9595940113067627, "text": "(g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 2.2833258382777484e-07 }, { "score": -3.4720261096954346, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 1.3677964068269614e-07 }, { "score": -3.864377498626709, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 9.239009535392341e-08 }, { "score": -3.882272481918335, "text": "(m) If Distributor is a non-governmental entity, it will notify Cisco In writing lf any of its owners, partners, principals, officers, or employees are or become, during the term of this Agreement, officials, officers or representatives of any government, political party or candidate for political office outside the United States and are responsible for a decision regarding obtaining or retaining business for Cisco Products or Services by such government. Distributor will also promptly inform Cisco if any other portion of the statements set forth in subsections (g) through (k) above changes.\n\n(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 9.075148135393387e-08 }, { "score": -4.014956474304199, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.\n\n(o) Distributor can report to Cisco any concerns it may have regarding any business practices by emailing ethics@cisco.", "probability": 7.94748646771052e-08 }, { "score": -4.020159721374512, "text": "(f) Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;\n\n(g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 7.906241129928106e-08 }, { "score": -4.026849269866943, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 7.853528455068377e-08 }, { "score": -4.194486618041992, "text": "In", "probability": 6.641418481154835e-08 }, { "score": -4.232686996459961, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);\n\n(f) Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;\n\n(g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 6.392498470608519e-08 }, { "score": -4.3199357986450195, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 5.85839916802294e-08 }, { "score": -4.388539791107178, "text": "(g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;", "probability": 5.469965964968808e-08 }, { "score": -4.411337852478027, "text": "Distributor has not offered to pay, nor has Distributor paid, nor will Distributor pay, any political contributions to any person or entity on behalf of Cisco;\n\n(m) If Distributor is a non-governmental entity, it will notify Cisco In writing lf any of its owners, partners, principals, officers, or employees are or become, during the term of this Agreement, officials, officers or representatives of any government, political party or candidate for political office outside the United States and are responsible for a decision regarding obtaining or retaining business for Cisco Products or Services by such government. Distributor will also promptly inform Cisco if any other portion of the statements set forth in subsections (g) through (k) above changes.\n\n(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 5.346672115709076e-08 }, { "score": -4.527957916259766, "text": "In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;\n\n(h) Distributor Is unaware of any of Its directors, officers or employees serving as government officials or employees (at any level of government);\n\n(i) The directors, officers and employees of Distributor's business are not employees of Cisco (Including any of Its affiliated companies);\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n(j) Neither Distributor nor, to Distributor's knowledge, any of its directors or officers have been formally charged with, convicted of, or plead guilty to, any offense involving fraud or corruption;", "probability": 4.758127788534441e-08 }, { "score": -4.532113075256348, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.\n\n(o) Distributor can report to Cisco any concerns it may have regarding any business practices by emailing ethics@cisco.com, or by calling Cisco's Helpline toll free number In North America 1- 877-571-1700 or worldwide number (reverse calling charges to Cisco) 001-770-776-5611. Contact ethics@cisco.com for other Cisco) 001-770-776-5611. Contact ethics@cisco.com for other available regional hotline numbers;\n\n(p) Distributor has read Cisco's \"Compliance with Global Anticorruption Laws by Cisco' Partners\", published at http://www.cisco.com/legal/anti corruption.html.\n\n5.0 All capitalized terms not defined in this Amendment No. 3 shall have the meaning assigned to them in the Agreement. In the event of conflict between the terms of this Amendment No. 3 and the Agreement, the terms of this Amendment No. 3 shall prevail.", "probability": 4.738398029576494e-08 }, { "score": -4.595610618591309, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 4.446874842171342e-08 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Cap On Liability": [ { "text": "", "score": 12.198774337768555, "probability": 0.9997766948424132 }, { "score": 2.775801420211792, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 8.082726205685235e-05 }, { "score": 1.9238173961639404, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 3.447830502107749e-05 }, { "score": 1.4619686603546143, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 2.1725388431373166e-05 }, { "score": 1.2743570804595947, "text": "The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 1.800897006228834e-05 }, { "score": 0.8830235004425049, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 1.2176847350321748e-05 }, { "score": 0.7987097501754761, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement.", "probability": 1.1192261928479759e-05 }, { "score": 0.33686113357543945, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement.", "probability": 7.052442591355021e-06 }, { "score": 0.3169701099395752, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 6.913548243918514e-06 }, { "score": 0.03103947639465332, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 5.194250633458141e-06 }, { "score": -0.07483077049255371, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor.", "probability": 4.672443272744598e-06 }, { "score": -0.2256501317024231, "text": "\"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 4.018315393260514e-06 }, { "score": -0.4308091402053833, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 3.2729893770944587e-06 }, { "score": -0.5366793870925903, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor.", "probability": 2.9441893115943296e-06 }, { "score": -0.5535118579864502, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 2.8950460919236664e-06 }, { "score": -0.6184208393096924, "text": "The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 2.713100429292698e-06 }, { "score": -0.7242910861968994, "text": "The responsibility to manage the Balancing Cap shall rest solely upon Distributor.", "probability": 2.4405460467142293e-06 }, { "score": -1.4054958820343018, "text": "The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.234933358712728e-06 }, { "score": -1.8673444986343384, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 7.781533949191387e-07 }, { "score": -1.882871150970459, "text": "Distribut", "probability": 7.661645915341278e-07 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Liquidated Damages": [ { "text": "", "score": 12.193115234375, "probability": 0.9999989656218834 }, { "score": -3.0299205780029297, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 2.4474797073212426e-07 }, { "score": -3.6958138942718506, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.2575501311626146e-07 }, { "score": -4.1467108726501465, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 8.011304466368807e-08 }, { "score": -4.4514055252075195, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 5.9071232311470295e-08 }, { "score": -4.5320868492126465, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 5.4492480462239806e-08 }, { "score": -4.605903625488281, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 5.061489713289976e-08 }, { "score": -4.741328239440918, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 4.4204267259310546e-08 }, { "score": -4.865780830383301, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 3.903148928117177e-08 }, { "score": -4.893310070037842, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 3.7971637450214903e-08 }, { "score": -4.902302265167236, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 3.7631719670844094e-08 }, { "score": -4.982983589172363, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 3.471479548812068e-08 }, { "score": -5.028735160827637, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 3.3162323837993593e-08 }, { "score": -5.028995037078857, "text": "(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 3.3153706857315615e-08 }, { "score": -5.091759204864502, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 3.113679887670919e-08 }, { "score": -5.119288444519043, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 3.0291317602297886e-08 }, { "score": -5.254713535308838, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 2.645475811054951e-08 }, { "score": -5.289804935455322, "text": "Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.", "probability": 2.5542523020290558e-08 }, { "score": -5.383522987365723, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 2.325747488578501e-08 }, { "score": -5.393322944641113, "text": "Section 6.0 (\"Payment\") of the Agreement is modified by adding the following new Section 6.7: 6.7 [*****]\n\n3. Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following:\n\n12.0 INVENTORY BALANCE\n\n12.1 Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "probability": 2.3030665800453787e-08 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Warranty Duration": [ { "text": "", "score": 11.763761520385742, "probability": 0.9999614835152068 }, { "score": -0.0913475751876831, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 7.101904199235436e-06 }, { "score": -0.20386290550231934, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 6.346145462703208e-06 }, { "score": -0.896654486656189, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 3.1742012747731007e-06 }, { "score": -0.9328271150588989, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 3.0614339132063323e-06 }, { "score": -1.0276504755020142, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 2.7844769466696018e-06 }, { "score": -1.3524045944213867, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 2.0123554988732026e-06 }, { "score": -1.4841266870498657, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "probability": 1.763999780765674e-06 }, { "score": -1.658227801322937, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 1.4821336708018375e-06 }, { "score": -1.7057644128799438, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 1.413326446030161e-06 }, { "score": -1.7500923871994019, "text": "\"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 1.352044827022102e-06 }, { "score": -1.7530511617660522, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.3480503434771883e-06 }, { "score": -1.7862650156021118, "text": "\"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 1.3040117898372817e-06 }, { "score": -1.881088376045227, "text": "\"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.1860425114270815e-06 }, { "score": -2.1769182682037354, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap.", "probability": 8.823135847914831e-07 }, { "score": -2.2130908966064453, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 8.509683213949252e-07 }, { "score": -2.3079142570495605, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 7.739842637297523e-07 }, { "score": -2.4311652183532715, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 6.842344218986638e-07 }, { "score": -2.559202194213867, "text": "\"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 6.02003708217889e-07 }, { "score": -2.9860281944274902, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 3.9285382845377894e-07 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Insurance": [ { "text": "", "score": 12.089774131774902, "probability": 0.9999747975795857 }, { "score": 0.749549150466919, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.1884801202529025e-05 }, { "score": -0.1782703399658203, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 4.699428396178256e-06 }, { "score": -0.7788078784942627, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 2.5777149932100137e-06 }, { "score": -1.4742767810821533, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 1.285868598801802e-06 }, { "score": -1.496716022491455, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 1.2573360049894736e-06 }, { "score": -2.0684542655944824, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]", "probability": 7.098205821039861e-07 }, { "score": -2.374598503112793, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]", "probability": 5.226269910189808e-07 }, { "score": -2.666809558868408, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.", "probability": 3.901990305009544e-07 }, { "score": -2.7668628692626953, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco.", "probability": 3.530478616562215e-07 }, { "score": -2.898479461669922, "text": "For", "probability": 3.09508959733436e-07 }, { "score": -3.215134620666504, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;", "probability": 2.2550264351236785e-07 }, { "score": -3.4011800289154053, "text": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.8722038896390272e-07 }, { "score": -3.4374654293060303, "text": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 1.8054879490571598e-07 }, { "score": -3.566110849380493, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 1.5875397122540443e-07 }, { "score": -3.7283520698547363, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor", "probability": 1.349783550443321e-07 }, { "score": -4.044821739196777, "text": "For", "probability": 9.836103729908598e-08 }, { "score": -4.23750638961792, "text": "For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:", "probability": 8.112248011745874e-08 }, { "score": -4.268987655639648, "text": "For all returns made pursuant to this Section 12,", "probability": 7.860842223359572e-08 }, { "score": -4.429196357727051, "text": "Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:", "probability": 6.697170017453876e-08 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.0831880569458, "probability": 0.8923817218780588 }, { "score": 9.53095817565918, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 0.06952344953738655 }, { "score": 8.847257614135742, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 0.03509166147925296 }, { "score": 5.244444847106934, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 0.0009561416289429696 }, { "score": 5.118520736694336, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 0.0008430126291569134 }, { "score": 4.632291316986084, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 0.0005184027860703319 }, { "score": 4.3910017013549805, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 0.00040726452127664794 }, { "score": 1.988257884979248, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws", "probability": 3.6844969166712766e-05 }, { "score": 1.9179848432540894, "text": "Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 3.434464274481948e-05 }, { "score": 1.8378437757492065, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 3.16996290255529e-05 }, { "score": 1.8164114952087402, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws", "probability": 3.102746244398942e-05 }, { "score": 1.8109012842178345, "text": "Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 3.085696474993788e-05 }, { "score": 1.5157082080841064, "text": "(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 2.296954964964952e-05 }, { "score": 1.438075065612793, "text": "Distribut", "probability": 2.12538120105594e-05 }, { "score": 0.886627197265625, "text": "Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or", "probability": 1.2244641340179382e-05 }, { "score": 0.8785696029663086, "text": "Distributor shall", "probability": 1.2146375413064258e-05 }, { "score": 0.8395791053771973, "text": "Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;", "probability": 1.1681896172722522e-05 }, { "score": 0.8217966556549072, "text": ";", "probability": 1.1475999540241544e-05 }, { "score": 0.7724757194519043, "text": "Distribut", "probability": 1.0923723825567269e-05 }, { "score": 0.7680857181549072, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 1.087587377155219e-05 } ], "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Third Party Beneficiary": [ { "text": "", "score": 11.927106857299805, "probability": 0.9988380938004152 }, { "score": 4.492297649383545, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 0.0005896556770455168 }, { "score": 3.034503221511841, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);", "probability": 0.00013724180093687414 }, { "score": 2.8492820262908936, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 0.00011403702144809243 }, { "score": 2.652252197265625, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco", "probability": 9.364334053281622e-05 }, { "score": 2.3491876125335693, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:", "probability": 6.91604198472231e-05 }, { "score": 1.4752051830291748, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.\n\n(d) Distributor remains responsible for undertaking appropriate and reasonable measures to ensure that its own relevant subcontractors, consultants, agents or representatives who interact with government\u200b affiliated organizations comply with applicable anti-corruption laws;\n\n(e) Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 2.8859704146458846e-05 }, { "score": 1.1452484130859375, "text": "Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor,", "probability": 2.0748823204130095e-05 }, { "score": 1.1133098602294922, "text": "(iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.\n\n(d) Distributor remains responsible for undertaking appropriate and reasonable measures to ensure that its own relevant subcontractors, consultants, agents or representatives who interact with government\u200b affiliated organizations comply with applicable anti-corruption laws;\n\n(e) Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 2.0096606684734384e-05 }, { "score": 1.0060162544250488, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 1.805201609135863e-05 }, { "score": 0.644120991230011, "text": "(iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 1.257061704572855e-05 }, { "score": 0.3314247727394104, "text": "(e) Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001.,", "probability": 9.195055479226752e-06 }, { "score": 0.1171606034040451, "text": "(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.", "probability": 7.42165235939215e-06 }, { "score": 0.05344820022583008, "text": "Distribut", "probability": 6.963549424615026e-06 }, { "score": 0.04202258586883545, "text": "In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:", "probability": 6.884439395291056e-06 }, { "score": 0.017410874366760254, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.\n\n(d) Distributor remains responsible for undertaking appropriate and reasonable measures to ensure that its own relevant subcontractors, consultants, agents or representatives who interact with government\u200b affiliated organizations comply with applicable anti-corruption laws;\n\n(e) Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);", "probability": 6.717069635571057e-06 }, { "score": -0.01424551010131836, "text": "Distributor", "probability": 6.50776193826788e-06 }, { "score": -0.30005669593811035, "text": "Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations", "probability": 4.889961464524744e-06 }, { "score": -0.34448444843292236, "text": "(iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.\n\n(d) Distributor remains responsible for undertaking appropriate and reasonable measures to ensure that its own relevant subcontractors, consultants, agents or representatives who interact with government\u200b affiliated organizations comply with applicable anti-corruption laws;\n\n(e) Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);", "probability": 4.677466749312026e-06 }, { "score": -0.36484014987945557, "text": "Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.\n\n(d) Distributor remains responsible for undertaking appropriate and reasonable measures to ensure that its own relevant subcontractors, consultants, agents or representatives who interact with government\u200b affiliated organizations comply with applicable anti-corruption laws;\n\n(e) Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco", "probability": 4.5832161555191175e-06 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Document Name": [ { "score": 13.619345664978027, "text": "SPONSORSHIP AGREEMENT", "probability": 0.49395017697218613 }, { "score": 12.793075561523438, "text": "SPONSORSHIP AGREEMENT THIS SPONSORSHIP AGREEMENT", "probability": 0.2161914920726485 }, { "score": 11.53741455078125, "text": "SPONSORSHIP AGREEMENT", "probability": 0.061590247707732845 }, { "score": 11.08867073059082, "text": "Sponsorship Agreement", "probability": 0.039321039088130914 }, { "text": "", "score": 11.008159637451172, "probability": 0.03627934707457687 }, { "score": 10.956649780273438, "text": "Sponsorship Agreement", "probability": 0.034457916610196135 }, { "score": 10.692084312438965, "text": "Security Holder Agreements", "probability": 0.026447808574095278 }, { "score": 10.491324424743652, "text": "SPONSORSHIP AGREEMENT (\"", "probability": 0.021637186151058592 }, { "score": 10.068443298339844, "text": "Purchaser LLC Agreement and Security Holder Agreements", "probability": 0.014175743349657564 }, { "score": 9.665053367614746, "text": "SPONSORSHIP AGREEMENT THIS SPONSORSHIP AGREEMENT (\"", "probability": 0.009470127383803172 }, { "score": 9.624485969543457, "text": "Purchaser LLC Agreement", "probability": 0.009093637201493908 }, { "score": 9.588715553283691, "text": "Security Holder Agreements (collectively, the \"Management-Ownership Agreements", "probability": 0.008774103019048383 }, { "score": 9.424049377441406, "text": "Sponsorship", "probability": 0.00744199061050092 }, { "score": 8.965073585510254, "text": "Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements", "probability": 0.004702821164014967 }, { "score": 8.95166015625, "text": "Management-Ownership Agreements", "probability": 0.004640161385736097 }, { "score": 8.568441390991211, "text": "Sponsorship", "probability": 0.0031630298508257167 }, { "score": 8.431865692138672, "text": "Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements. 6. Voting Agreements. 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(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.0005877712262192385 }, { "score": 5.934153079986572, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer", "probability": 0.0004809738939779877 }, { "score": 5.926905155181885, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination. Notwithstanding the foregoing, each Section hereof (other than Sections 1 through 6 (inclusive) hereof) shall survive indefinitely following the termination of this Agreement.", "probability": 0.00047750043425461643 }, { "score": 5.839142799377441, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 0.0004373801448119507 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Renewal Term": [ { "text": "", "score": 11.568745613098145, "probability": 0.9536413952354017 }, { "score": 7.589324951171875, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.017829725616253768 }, { "score": 6.8187174797058105, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.008250382570140574 }, { "score": 6.808627128601074, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 0.008167551911258354 }, { "score": 6.6085734367370605, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.006686666897859888 }, { "score": 5.662909030914307, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.002597244622788194 }, { "score": 4.971425533294678, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 0.0013007846053665344 }, { "score": 3.777862548828125, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then);", "probability": 0.00039431887899597513 }, { "score": 3.3128864765167236, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination. Notwithstanding the foregoing, each Section hereof (other than Sections 1 through 6 (inclusive) hereof) shall survive indefinitely following the termination of this Agreement.", "probability": 0.00024769145714954795 }, { "score": 3.288484573364258, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period", "probability": 0.00024172046230369916 }, { "score": 3.054840564727783, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 0.0001913564531085882 }, { "score": 2.3672220706939697, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination. Notwithstanding the foregoing, each Section hereof (other than Sections 1 through 6 (inclusive) hereof) shall survive indefinitely following the termination of this Agreement.", "probability": 9.620866644308739e-05 }, { "score": 2.342820167541504, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period", "probability": 9.388940417191902e-05 }, { "score": 2.1091761589050293, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 7.432694441997252e-05 }, { "score": 1.568427562713623, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then);", "probability": 4.328148448017967e-05 }, { "score": 1.5544288158416748, "text": "This", "probability": 4.267981904120132e-05 }, { "score": 1.2891993522644043, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination", "probability": 3.273669837046901e-05 }, { "score": 1.175560474395752, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 2.9220129700832016e-05 }, { "score": 0.8148455619812012, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors;", "probability": 2.037162360317024e-05 }, { "score": 0.7155783176422119, "text": "This", "probability": 1.844651914257733e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.837928771972656, "probability": 0.959551477421125 }, { "score": 7.6709747314453125, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.014872471053054953 }, { "score": 7.6047773361206055, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.013919831200238417 }, { "score": 6.954119682312012, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.007262011630918245 }, { "score": 6.015869140625, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 0.002841710992511223 }, { "score": 3.966945171356201, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 0.00036622124402115155 }, { "score": 3.3162875175476074, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 0.00019105856208410054 }, { "score": 3.1198198795318604, "text": "(a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.00015697904903496575 }, { "score": 2.6732733249664307, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period", "probability": 0.00010044052851181643 }, { "score": 2.637483835220337, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination", "probability": 9.690937917215609e-05 }, { "score": 2.6144864559173584, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then);", "probability": 9.470614878650438e-05 }, { "score": 2.564483880996704, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors", "probability": 9.008704343957806e-05 }, { "score": 2.3965630531311035, "text": "subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 7.616145725348812e-05 }, { "score": 2.3526840209960938, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors;", "probability": 7.289182496078078e-05 }, { "score": 2.2447476387023926, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination. Notwithstanding the foregoing, each Section hereof (other than Sections 1 through 6 (inclusive) hereof) shall survive indefinitely following the termination of this Agreement.", "probability": 6.543387625968591e-05 }, { "score": 2.0369598865509033, "text": "(c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 5.3157136027952946e-05 }, { "score": 2.022615671157837, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period", "probability": 5.240008127798946e-05 }, { "score": 1.9868261814117432, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination", "probability": 5.055787161278292e-05 }, { "score": 1.9138262271881104, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors", "probability": 4.69986415670075e-05 }, { "score": 1.7142322063446045, "text": "This", "probability": 3.84948581419218e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Governing Law": [ { "score": 15.528878211975098, "text": "This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "probability": 0.9311135095268388 }, { "text": "", "score": 12.260040283203125, "probability": 0.03542944532471149 }, { "score": 12.164743423461914, "text": "This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State", "probability": 0.032209015682093035 }, { "score": 8.317049980163574, "text": "This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York.", "probability": 0.0006869821017871175 }, { "score": 6.582087516784668, "text": ".", "probability": 0.00012118832926339889 }, { "score": 6.1669816970825195, "text": "This", "probability": 8.001706753368378e-05 }, { "score": 6.1335906982421875, "text": "This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York", "probability": 7.738933320812494e-05 }, { "score": 5.707714557647705, "text": "Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "probability": 5.055049899106689e-05 }, { "score": 5.498820781707764, "text": "This Agreement shall be governed by and construed in accordance with, the laws of the State of New York", "probability": 4.102079120431539e-05 }, { "score": 5.445992469787598, "text": "17. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "probability": 3.890997828040178e-05 }, { "score": 4.991418361663818, "text": "applicable to contracts executed in and to be performed in that State.", "probability": 2.4696872610834138e-05 }, { "score": 4.941826820373535, "text": "This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York. The parties hereto hereby", "probability": 2.350198955264801e-05 }, { "score": 4.818207740783691, "text": "This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All", "probability": 2.076909365651032e-05 }, { "score": 4.780252933502197, "text": "shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "probability": 1.9995578867851945e-05 }, { "score": 4.441340446472168, "text": "Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "probability": 1.4247745810717796e-05 }, { "score": 4.3790788650512695, "text": "This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York. The parties hereto", "probability": 1.338771002856534e-05 }, { "score": 4.138393878936768, "text": "by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "probability": 1.052393448584656e-05 }, { "score": 4.0170722007751465, "text": "be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "probability": 9.321564316982994e-06 }, { "score": 4.014782905578613, "text": "the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "probability": 9.300248912503768e-06 }, { "score": 3.613576650619507, "text": "and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "probability": 6.226627846601331e-06 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.110435485839844, "probability": 0.915261717114109 }, { "score": 9.399827003479004, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 0.06086154751785444 }, { "score": 8.086381912231445, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 0.016365189384210745 }, { "score": 6.273789405822754, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 0.0026712966039461055 }, { "score": 5.84399938583374, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor", "probability": 0.0017380676567216899 }, { "score": 5.377439975738525, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series", "probability": 0.0010900401646974272 }, { "score": 5.16706657409668, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements. 6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 0.0008832395203092842 }, { "score": 4.290823459625244, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors", "probability": 0.0003677315935786582 }, { "score": 3.790919542312622, "text": "provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 0.00022306191740931015 }, { "score": 3.1418230533599854, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i)", "probability": 0.00011655379201946357 }, { "score": 2.593123197555542, "text": "Purch", "probability": 6.733317415580386e-05 }, { "score": 2.18184232711792, "text": "however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 4.462847794786714e-05 }, { "score": 2.1643073558807373, "text": "7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 4.385274001841279e-05 }, { "score": 2.163424253463745, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 4.3814030652393836e-05 }, { "score": 2.139578342437744, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement", "probability": 4.278160367837941e-05 }, { "score": 2.1038076877593994, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 4.127832463310892e-05 }, { "score": 2.003903388977051, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 3.735374730992297e-05 }, { "score": 1.9396755695343018, "text": "Notwithstanding", "probability": 3.503002029908345e-05 }, { "score": 1.9084908962249756, "text": "provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 3.395447793947989e-05 }, { "score": 1.8343505859375, "text": "Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 3.152813850901426e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Compete": [ { "text": "", "score": 11.892386436462402, "probability": 0.9996810604963852 }, { "score": 2.6896345615386963, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 0.00010072959936840956 }, { "score": 2.0352978706359863, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed.", "probability": 5.2357908821086984e-05 }, { "score": 1.625727891921997, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 3.47622845944242e-05 }, { "score": 1.3445055484771729, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 2.6240674784118325e-05 }, { "score": 1.1992557048797607, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 2.2693098240899036e-05 }, { "score": 1.0171175003051758, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder. 4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 1.891438287691491e-05 }, { "score": 0.6629603505134583, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.3273445781132726e-05 }, { "score": 0.4033128023147583, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 1.0238119226356783e-05 }, { "score": 0.2554161548614502, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed. 5. Interim Period and Continuing Sponsors. Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 8.830585195603796e-06 }, { "score": -0.23014020919799805, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 5.4339424592661155e-06 }, { "score": -0.3759843111038208, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 4.696515355560526e-06 }, { "score": -0.5925222635269165, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor). 3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 3.7821130735173623e-06 }, { "score": -0.6191967725753784, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 3.682560721965669e-06 }, { "score": -0.9234519004821777, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 2.716524295492084e-06 }, { "score": -1.0516515970230103, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 2.389665825266617e-06 }, { "score": -1.106397271156311, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements. 6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 2.262358515316716e-06 }, { "score": -1.2009882926940918, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor;", "probability": 2.0581691766529015e-06 }, { "score": -1.2017933130264282, "text": "collectively, \"Non-Recourse Parties\"), through Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Purchaser against any Non- Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.", "probability": 2.0565129753456143e-06 }, { "score": -1.32339608669281, "text": "3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 1.8210423272476855e-06 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Exclusivity": [ { "text": "", "score": 12.23326301574707, "probability": 0.9999534315474218 }, { "score": 1.4098385572433472, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.992628132325091e-05 }, { "score": 0.9434183239936829, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated", "probability": 1.2498633229299296e-05 }, { "score": -0.36407792568206787, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 3.3808361041568023e-06 }, { "score": -0.6774537563323975, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 2.4713071380492243e-06 }, { "score": -0.814842939376831, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 2.1540677542077564e-06 }, { "score": -1.5973600149154663, "text": "or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof. For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 9.84955277656544e-07 }, { "score": -1.7114295959472656, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 8.787730346156042e-07 }, { "score": -1.8348544836044312, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 7.767369660772235e-07 }, { "score": -1.9344310760498047, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements. 6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 7.03118313467611e-07 }, { "score": -2.337728500366211, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 4.697627365056485e-07 }, { "score": -2.420820713043213, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 4.3230680745818955e-07 }, { "score": -2.580045223236084, "text": "Sponsorship Agreement", "probability": 3.6867335250177487e-07 }, { "score": -2.9137203693389893, "text": "(a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated", "probability": 2.6407572055977883e-07 }, { "score": -2.9270806312561035, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 2.6057106346612567e-07 }, { "score": -3.096803903579712, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors. Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 2.1989548121621535e-07 }, { "score": -3.1561732292175293, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time,", "probability": 2.0722041270417336e-07 }, { "score": -3.167713165283203, "text": "or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof. For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements. 6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 2.0484284725171998e-07 }, { "score": -3.1769795417785645, "text": "This", "probability": 2.0295346369581304e-07 }, { "score": -3.393500804901123, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated", "probability": 1.634415520747847e-07 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.153708457946777, "probability": 0.9986846888801529 }, { "score": 5.300314903259277, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.0010544776727354523 }, { "score": 3.487964630126953, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 0.00017216452378211971 }, { "score": 1.4837887287139893, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed.", "probability": 2.3202839230995088e-05 }, { "score": 0.8048814535140991, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 1.1767804574349865e-05 }, { "score": 0.4127647876739502, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then);", "probability": 7.950626342561148e-06 }, { "score": 0.3571356534957886, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 7.520416910210038e-06 }, { "score": 0.15695512294769287, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 6.156085138609076e-06 }, { "score": -0.2571970224380493, "text": "Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 4.068559073112617e-06 }, { "score": -0.2709897756576538, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 4.012827670127668e-06 }, { "score": -0.3390626907348633, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder. 4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 3.748752928902404e-06 }, { "score": -0.6234850883483887, "text": "In addition, each Sponsor specifically acknowledges, represents and warrants that it is not relying on any other Sponsor (a) for its due diligence concerning, or evaluation of, the Company or its assets or businesses, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to tax and other economic considerations involved in such investment.", "probability": 2.820744436730264e-06 }, { "score": -0.6567919254302979, "text": "This", "probability": 2.72834172442115e-06 }, { "score": -0.7420487999916077, "text": "4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed.", "probability": 2.505371740994017e-06 }, { "score": -0.8696062564849854, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors. Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 2.205335533327436e-06 }, { "score": -0.8961236476898193, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 2.1476243450322488e-06 }, { "score": -0.9240426421165466, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 2.088494102178467e-06 }, { "score": -0.9826622009277344, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed. 5. Interim Period and Continuing Sponsors. Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 1.9695866968562586e-06 }, { "score": -0.994232177734375, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 1.9469299462382733e-06 }, { "score": -1.0569446086883545, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (", "probability": 1.8285829349995888e-06 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.928091049194336, "probability": 0.9954308099767044 }, { "score": 6.490688800811768, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 0.004330891326559867 }, { "score": 1.745448112487793, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 3.764830602653473e-05 }, { "score": 1.5629262924194336, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 3.136730600699455e-05 }, { "score": 1.5515339374542236, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor).", "probability": 3.10119863295506e-05 }, { "score": 1.3258031606674194, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 2.4745484025702475e-05 }, { "score": 1.2412893772125244, "text": "Any attempted assignment in violation of this Section shall be null and void. 23. No Representations or Duties. Each Sponsor specifically understands and agrees that no other Sponsor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and explicitly disclaims any warranty, express or implied, with respect to such matters.", "probability": 2.2740084979104997e-05 }, { "score": 0.8660072088241577, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder. 4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 1.562460721263214e-05 }, { "score": 0.5285049676895142, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor).", "probability": 1.1148944344273717e-05 }, { "score": 0.42764008045196533, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor). 3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 1.0079260819371192e-05 }, { "score": 0.12093162536621094, "text": "Any", "probability": 7.4169763450187545e-06 }, { "score": 0.08176302909851074, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor;", "probability": 7.132079716153215e-06 }, { "score": 0.07771778106689453, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 7.103286960902154e-06 }, { "score": -0.07169902324676514, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 6.117422360298539e-06 }, { "score": -0.2503376007080078, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 5.116661867326074e-06 }, { "score": -0.2617065906524658, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 5.058820014749972e-06 }, { "score": -0.378032922744751, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder. 4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor;", "probability": 4.503284076332044e-06 }, { "score": -0.40342140197753906, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor). 3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 4.390391688997684e-06 }, { "score": -0.4902808666229248, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 4.0251371364904344e-06 }, { "score": -0.7615998983383179, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 3.0686568255467957e-06 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.165352821350098, "probability": 0.9999705998385467 }, { "score": 1.096761703491211, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.55940594853653e-05 }, { "score": -0.1298198699951172, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 4.573635788824326e-06 }, { "score": -0.7632290124893188, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 2.4275907958974297e-06 }, { "score": -0.7918785810470581, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 2.359028200947141e-06 }, { "score": -1.3286542892456055, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 1.3791592119321947e-06 }, { "score": -2.247037410736084, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 5.505105961831465e-07 }, { "score": -2.3025147914886475, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors. Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 5.208014231502635e-07 }, { "score": -2.632026195526123, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 3.745994865985236e-07 }, { "score": -2.6687612533569336, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 3.6108824037862096e-07 }, { "score": -2.90238094329834, "text": "During", "probability": 2.8586014042114364e-07 }, { "score": -3.441659450531006, "text": "This", "probability": 1.6670473013208373e-07 }, { "score": -3.5336685180664062, "text": "4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 1.5205086407415466e-07 }, { "score": -3.6530866622924805, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor;", "probability": 1.3493550893565914e-07 }, { "score": -3.861323356628418, "text": "Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 1.0956963227897973e-07 }, { "score": -3.8953428268432617, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 1.0590482232475428e-07 }, { "score": -4.138084888458252, "text": "):", "probability": 8.307956196488748e-08 }, { "score": -4.152220249176025, "text": "(a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 8.19134634163419e-08 }, { "score": -4.302662372589111, "text": "Offer, including, without limitation, (i) the U.S. Securities Exchange Act of 1934, as amended (\"Exchange Act\"), or Rule 14e-5 thereunder or (ii) with respect to tendering any security of the Company in the Offer or paying any consideration to, or entering into any contract, agreement, or arrangement with, any party in connection with or related to the Offer in violation of Rule 14d-10 under the Exchange Act; and (d) such Party shall use commercially reasonable efforts to cooperate with each other Party to establish protocols to ensure compliance with this Section. 11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 7.047240694921333e-08 }, { "score": -4.320924758911133, "text": "the first to occur of):", "probability": 6.919709320903193e-08 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.66844367980957, "probability": 0.9998255444842012 }, { "score": 2.1423377990722656, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 7.291032099964596e-05 }, { "score": 0.9184157848358154, "text": "If and to the extent any such decision would or could (or would or could be reasonably foreseeable to) adversely affect any Sponsor in any manner,", "probability": 2.1441068940422368e-05 }, { "score": 0.6093210577964783, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 1.574012941838492e-05 }, { "score": 0.5665632486343384, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 1.5081301361741146e-05 }, { "score": 0.2730867862701416, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors. Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 1.124562533247991e-05 }, { "score": -0.36925119161605835, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 5.915885650475863e-06 }, { "score": -0.3922464847564697, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 5.781400316678204e-06 }, { "score": -0.6469799876213074, "text": "Each Party hereby represents and warrants to, and agrees with, each other Party that:", "probability": 4.481296580293493e-06 }, { "score": -0.6884207725524902, "text": "If", "probability": 4.299383476523426e-06 }, { "score": -0.8668175935745239, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors. Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 3.5969088140827693e-06 }, { "score": -1.1471059322357178, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 2.717701469794627e-06 }, { "score": -1.4155473709106445, "text": "3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 2.0778735447309164e-06 }, { "score": -1.5321508646011353, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 1.849178604300429e-06 }, { "score": -1.6489319801330566, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\");", "probability": 1.6453620106766391e-06 }, { "score": -1.7712633609771729, "text": "If and to the extent any such decision would or could (or would or could be reasonably foreseeable to) adversely affect any Sponsor in any manner, each decision to be made by or on behalf of Purchaser with respect to the Offer (or any similar transaction), any agreements related thereto (\"Related Agreements\"), or any transaction contemplated by the Offer or any Related Agreement (\"Contemplated Transactions\" and, together with the Offer and Related Agreements, \"Offer Matters\"), or any Offer Matter or combination of Offer Matters, in any case, on and from the Effective Date and until the Acceptance Time (\"Pre-Acceptance Period\")", "probability": 1.4559069597215838e-06 }, { "score": -1.8116774559020996, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor). 3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 1.3982409069275267e-06 }, { "score": -2.1518149375915527, "text": "Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 9.950895656244187e-07 }, { "score": -2.2352561950683594, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 9.154277948165289e-07 }, { "score": -2.244048833847046, "text": "If and to the extent any such decision would or could (or would or could be reasonably foreseeable to) adversely affect any Sponsor", "probability": 9.074140514926998e-07 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.625727653503418, "probability": 0.9490824091033128 }, { "score": 7.956518173217773, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.024198391218703742 }, { "score": 7.625899314880371, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.017386034935334964 }, { "score": 6.737984657287598, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 0.007154579466131414 }, { "score": 3.9442481994628906, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time", "probability": 0.00043780405953042955 }, { "score": 3.684152126312256, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 0.00033753708456321456 }, { "score": 3.4674980640411377, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then);", "probability": 0.00027178772048259086 }, { "score": 3.451610803604126, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination", "probability": 0.0002675038775527688 }, { "score": 3.2290244102478027, "text": "(a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.00021412236879565536 }, { "score": 2.7460415363311768, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.00013210073751030097 }, { "score": 2.2674357891082764, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination. Notwithstanding the foregoing, each Section hereof (other than Sections 1 through 6 (inclusive) hereof) shall survive indefinitely following the termination of this Agreement.", "probability": 8.185579055557814e-05 }, { "score": 2.249441146850586, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors", "probability": 8.039599849646023e-05 }, { "score": 2.1826412677764893, "text": "(c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 7.520099978853599e-05 }, { "score": 1.9927055835723877, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then", "probability": 6.219215346602467e-05 }, { "score": 1.908754587173462, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date", "probability": 5.7184211944179065e-05 }, { "score": 1.4979188442230225, "text": "This", "probability": 3.791861310088706e-05 }, { "score": 1.4441628456115723, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time,", "probability": 3.5934078381210565e-05 }, { "score": 1.278195858001709, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period", "probability": 3.0438830613836448e-05 }, { "score": 1.2237849235534668, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (", "probability": 2.8826877016827747e-05 }, { "score": 1.1868605613708496, "text": "12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 2.7781874718656384e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.279481887817383, "probability": 0.6841613779289308 }, { "score": 11.060619354248047, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 0.2022149597711464 }, { "score": 9.59931468963623, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 0.04690041970088262 }, { "score": 9.355396270751953, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors", "probability": 0.036748896771092616 }, { "score": 8.001753807067871, "text": "commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors. Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 0.009492155699658108 }, { "score": 7.012912750244141, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 0.0035311538416766533 }, { "score": 6.992132663726807, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 0.003458533303061115 }, { "score": 6.8514838218688965, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 0.003004754166510057 }, { "score": 6.749455451965332, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.002713304830570468 }, { "score": 6.511433124542236, "text": "commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 0.0021385864195564925 }, { "score": 6.445372581481934, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.0020018755499606245 }, { "score": 5.826508522033691, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof. For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 0.0010781218038149606 }, { "score": 5.307690620422363, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors", "probability": 0.0006417236979501974 }, { "score": 5.127225399017334, "text": "commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors. Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder. 4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 0.0005357633822741374 }, { "score": 4.574861526489258, "text": "(b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 0.00030837875147992125 }, { "score": 4.469621181488037, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 0.0002775742306053351 }, { "score": 4.183474540710449, "text": "If", "probability": 0.00020850056567707248 }, { "score": 4.118576526641846, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 0.00019539902312698477 }, { "score": 4.117603778839111, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder. 4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 0.00019520904157363153 }, { "score": 4.10783576965332, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 0.00019331152045174845 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Change Of Control": [ { "text": "", "score": 12.297432899475098, "probability": 0.9663883503832135 }, { "score": 8.18662166595459, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.015843424226424197 }, { "score": 7.325170516967773, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 0.006694614451436616 }, { "score": 6.914430618286133, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 0.004439596488145083 }, { "score": 6.592360019683838, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 0.0032171404071200406 }, { "score": 5.432249546051025, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 0.0010084176498761927 }, { "score": 4.728719711303711, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 0.0004990008819902617 }, { "score": 4.495629787445068, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable", "probability": 0.0003952497878762147 }, { "score": 4.361598491668701, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 0.00034567071931030334 }, { "score": 4.153183460235596, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then);", "probability": 0.0002806396921418993 }, { "score": 3.860018253326416, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period", "probability": 0.00020932883846910618 }, { "score": 3.794647693634033, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 0.00019608256991504255 }, { "score": 3.600757122039795, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 0.00016152263279697478 }, { "score": 2.6027088165283203, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable", "probability": 5.953694049082458e-05 }, { "score": 2.5617806911468506, "text": "Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 5.714939723457528e-05 }, { "score": 2.3705546855926514, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 4.720231025878816e-05 }, { "score": 2.35343337059021, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors", "probability": 4.640102374933236e-05 }, { "score": 2.3310627937316895, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements", "probability": 4.537453051222592e-05 }, { "score": 2.1903023719787598, "text": "Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.", "probability": 3.9416737034806535e-05 }, { "score": 1.7695951461791992, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof", "probability": 2.5880332003924345e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Anti-Assignment": [ { "score": 15.27700138092041, "text": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "probability": 0.38742652289404916 }, { "score": 14.89634895324707, "text": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties.", "probability": 0.2647732461554211 }, { "score": 14.63181209564209, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 0.20322971234746537 }, { "score": 14.136818885803223, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 0.1238837613330577 }, { "text": "", "score": 12.180828094482422, "probability": 0.01752017240692338 }, { "score": 10.125242233276367, "text": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties", "probability": 0.002242894153742865 }, { "score": 8.6266450881958, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 0.0005011598934312491 }, { "score": 6.713394641876221, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor;", "probability": 7.397112041830255e-05 }, { "score": 6.521402359008789, "text": "by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "probability": 6.104934487532017e-05 }, { "score": 6.309133529663086, "text": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any", "probability": 4.937348998643659e-05 }, { "score": 6.202757358551025, "text": "This", "probability": 4.4391032090260146e-05 }, { "score": 6.140749454498291, "text": "by operation of law or otherwise without the prior written consent of each of the other parties.", "probability": 4.17220416141092e-05 }, { "score": 5.663944244384766, "text": "Any", "probability": 2.5899517907497633e-05 }, { "score": 5.461611747741699, "text": "22. Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "probability": 2.1155329472799822e-05 }, { "score": 5.347240924835205, "text": "Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "probability": 1.8869012671801774e-05 }, { "score": 5.339705467224121, "text": ".", "probability": 1.872736040426669e-05 }, { "score": 5.335508823394775, "text": ". Any attempted assignment in violation of this Section shall be null and void.", "probability": 1.8648933023781413e-05 }, { "score": 5.238611221313477, "text": "Any", "probability": 1.692668434221917e-05 }, { "score": 5.211835861206055, "text": "not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "probability": 1.6479480019082696e-05 }, { "score": 5.138713836669922, "text": "without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "probability": 1.5317469083030058e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.120159149169922, "probability": 0.8504037494100649 }, { "score": 10.025059700012207, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 0.10464898887283183 }, { "score": 8.466188430786133, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 0.02201536277545713 }, { "score": 7.563826560974121, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor", "probability": 0.008929662925023639 }, { "score": 7.535882472991943, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 0.008683585850983385 }, { "score": 5.992007732391357, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 0.001854397451373634 }, { "score": 5.468383312225342, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable", "probability": 0.0010984887802273872 }, { "score": 5.424615383148193, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors", "probability": 0.0010514471674811657 }, { "score": 4.925561904907227, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 0.0006383388599110795 }, { "score": 3.2988853454589844, "text": "Notwithstanding", "probability": 0.0001254858133674047 }, { "score": 3.0577917098999023, "text": "Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 9.860274251011467e-05 }, { "score": 2.9942030906677246, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable", "probability": 9.252792182108457e-05 }, { "score": 2.8787167072296143, "text": "7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 8.243615154606551e-05 }, { "score": 2.8434407711029053, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor). 3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 7.957883272356614e-05 }, { "score": 2.6257381439208984, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An", "probability": 6.401039613306773e-05 }, { "score": 2.185990810394287, "text": "Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 4.123544393572128e-05 }, { "score": 1.7224643230438232, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units", "probability": 2.593962413164594e-05 }, { "score": 1.6099491119384766, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors", "probability": 2.317922672468969e-05 }, { "score": 1.5685114860534668, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 2.2238362807000652e-05 }, { "score": 1.4989203214645386, "text": "Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 2.074339094548266e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.034870147705078, "probability": 0.9879208079703936 }, { "score": 7.568472385406494, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 0.011349852841771483 }, { "score": 3.6942148208618164, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 0.0002357336327485209 }, { "score": 3.085110664367676, "text": "provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 0.00012820087071395002 }, { "score": 2.6679952144622803, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 8.447730229597934e-05 }, { "score": 2.661181926727295, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series", "probability": 8.390369043864029e-05 }, { "score": 1.8794631958007812, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units", "probability": 3.8395907090846346e-05 }, { "score": 1.876359462738037, "text": "Purch", "probability": 3.8276921190288706e-05 }, { "score": 1.6443395614624023, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding", "probability": 3.035093224167612e-05 }, { "score": 1.5698766708374023, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i)", "probability": 2.8173007614687638e-05 }, { "score": 0.4429199695587158, "text": "Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 9.12855708912011e-06 }, { "score": 0.391024112701416, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 8.66690530908329e-06 }, { "score": 0.16899490356445312, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement;", "probability": 6.9412548722531e-06 }, { "score": 0.15800833702087402, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 6.865411704591027e-06 }, { "score": 0.07507777214050293, "text": "however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 6.31902828571137e-06 }, { "score": -0.034577012062072754, "text": "6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 5.662755775607591e-06 }, { "score": -0.08791637420654297, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided", "probability": 5.36862217684202e-06 }, { "score": -0.25253820419311523, "text": "Purchaser shall", "probability": 4.553742706731506e-06 }, { "score": -0.28816986083984375, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor", "probability": 4.394342029678153e-06 }, { "score": -0.4007892608642578, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012", "probability": 3.926303551279444e-06 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.094154357910156, "probability": 0.7308419589220171 }, { "score": 10.962994575500488, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 0.23581260794938222 }, { "score": 8.252191543579102, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor", "probability": 0.015677623227897106 }, { "score": 7.496790409088135, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 0.007365694104220526 }, { "score": 7.2983598709106445, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 0.006039992383348529 }, { "score": 5.970363616943359, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 0.0016006447181759775 }, { "score": 5.670198917388916, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 0.001185591489591603 }, { "score": 4.194494724273682, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 0.00027104717500957975 }, { "score": 4.071333885192871, "text": "Notwithstanding", "probability": 0.00023963862134535377 }, { "score": 3.84151291847229, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable", "probability": 0.00019043502827226734 }, { "score": 3.8060975074768066, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor). 3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 0.00018380872271858963 }, { "score": 3.474533796310425, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 0.00013193797889234074 }, { "score": 3.219235897064209, "text": "7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 0.00010221046359552415 }, { "score": 3.003096103668213, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors", "probability": 8.234306691818716e-05 }, { "score": 2.9816908836364746, "text": "Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 8.059922568808726e-05 }, { "score": 2.7029318809509277, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors", "probability": 6.0991227352236395e-05 }, { "score": 2.3303933143615723, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor). 3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance.", "probability": 4.2021923632527506e-05 }, { "score": 2.0828135013580322, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series", "probability": 3.280600770449484e-05 }, { "score": 1.9682927131652832, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An", "probability": 2.9256181133251443e-05 }, { "score": 1.9522849321365356, "text": "each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 2.879158310471132e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.078234672546387, "probability": 0.9995738211938416 }, { "score": 3.8851230144500732, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 0.0002764341481031956 }, { "score": 2.1574153900146484, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 4.911993722210096e-05 }, { "score": 1.635494589805603, "text": "If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 2.9146773063187177e-05 }, { "score": 1.204057216644287, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 1.8933007594895077e-05 }, { "score": 0.6693799495697021, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor", "probability": 1.109206031388899e-05 }, { "score": 0.6254768371582031, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.0615619485854333e-05 }, { "score": 0.26726770401000977, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 7.419541922650592e-06 }, { "score": -0.29506194591522217, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 4.228247775875525e-06 }, { "score": -0.394946813583374, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 3.826317307814726e-06 }, { "score": -0.4228808879852295, "text": "Notwithstanding", "probability": 3.7209117330552426e-06 }, { "score": -0.7808764576911926, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 2.6012007311133495e-06 }, { "score": -1.2641980648040771, "text": "7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 1.6042422889008053e-06 }, { "score": -1.3009965419769287, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.5462815887725252e-06 }, { "score": -1.5026459693908691, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's", "probability": 1.2639018550399278e-06 }, { "score": -1.5156443119049072, "text": "Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 1.2475795371764794e-06 }, { "score": -1.7863233089447021, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 9.517301948087562e-07 }, { "score": -1.902998924255371, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding", "probability": 8.46919772441741e-07 }, { "score": -1.903768539428711, "text": "Purch", "probability": 8.46268220888409e-07 }, { "score": -2.045935869216919, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 7.341174471364061e-07 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.27215576171875, "probability": 0.9832392303912078 }, { "score": 7.255623817443848, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 0.006516389819399696 }, { "score": 6.971907615661621, "text": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "probability": 0.004906713218835602 }, { "score": 6.949660301208496, "text": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties.", "probability": 0.004798757343705731 }, { "score": 3.657318592071533, "text": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties", "probability": 0.00017835404069150665 }, { "score": 3.11063814163208, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.00010324348360600112 }, { "score": 2.782149314880371, "text": "Any attempted assignment in violation of this Section shall be null and void. 23. No Representations or Duties. Each Sponsor specifically understands and agrees that no other Sponsor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and explicitly disclaims any warranty, express or implied, with respect to such matters.", "probability": 7.433644109142857e-05 }, { "score": 2.4984331130981445, "text": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void. 23. No Representations or Duties. Each Sponsor specifically understands and agrees that no other Sponsor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and explicitly disclaims any warranty, express or implied, with respect to such matters.", "probability": 5.5973876372256056e-05 }, { "score": 1.9629554748535156, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 3.276652615731047e-05 }, { "score": 1.1894850730895996, "text": "Any", "probability": 1.5118770458040494e-05 }, { "score": 0.905768871307373, "text": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any", "probability": 1.1384136449013485e-05 }, { "score": 0.8310298919677734, "text": "22. Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "probability": 1.05643155828263e-05 }, { "score": 0.8087825775146484, "text": "22. Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties.", "probability": 1.0331883018902628e-05 }, { "score": 0.7249317169189453, "text": "This", "probability": 9.500873030785016e-06 }, { "score": 0.6287107467651367, "text": "Ownership Agreement, as necessary or appropriate, to be consistent with, and provide for each transaction and other matter contemplated by, this Agreement; and (b) cooperate with each other Party, including, without limitation, as reasonably requested by any Party to jointly and mutually determine how best to structure and facilitate the Offer Matters and each agreement and transaction contemplated hereby and maximize value for all concerned Parties, taking into account speed, timing, deal certainty, administrative convenience, and applicable tax, legal, and business considerations and all other relevant issues. 22. Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "probability": 8.6292942425395e-06 }, { "score": 0.6064634323120117, "text": "Ownership Agreement, as necessary or appropriate, to be consistent with, and provide for each transaction and other matter contemplated by, this Agreement; and (b) cooperate with each other Party, including, without limitation, as reasonably requested by any Party to jointly and mutually determine how best to structure and facilitate the Offer Matters and each agreement and transaction contemplated hereby and maximize value for all concerned Parties, taking into account speed, timing, deal certainty, administrative convenience, and applicable tax, legal, and business considerations and all other relevant issues. 22. Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties.", "probability": 8.43943537568533e-06 }, { "score": 0.4654306173324585, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 7.329318905149658e-06 }, { "score": 0.21363306045532227, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 5.697827921985104e-06 }, { "score": -0.1010446548461914, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements. 6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 4.159551768854208e-06 }, { "score": -0.4017002582550049, "text": "Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "probability": 3.0794521789469742e-06 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.211105346679688, "probability": 0.9999239189239284 }, { "score": 2.286808967590332, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 4.896658344263881e-05 }, { "score": 0.43916380405426025, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 7.71751893856979e-06 }, { "score": -0.15812385082244873, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 4.246967829778996e-06 }, { "score": -0.1768265962600708, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 4.16827604162213e-06 }, { "score": -0.5711690187454224, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 2.8099315077117305e-06 }, { "score": -1.1162753105163574, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 1.6291425228472302e-06 }, { "score": -1.5222193002700806, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 1.0855750287792808e-06 }, { "score": -1.688706398010254, "text": "Each Party shall use commercially reasonable efforts to:", "probability": 9.190844470497253e-07 }, { "score": -1.855027437210083, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 7.782571286194011e-07 }, { "score": -1.8922910690307617, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 7.497901274212288e-07 }, { "score": -1.957639217376709, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then);", "probability": 7.023593649463932e-07 }, { "score": -2.4130218029022217, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor", "probability": 4.454400203513159e-07 }, { "score": -2.4486327171325684, "text": "7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 4.2985661051767546e-07 }, { "score": -2.9189209938049316, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements", "probability": 2.6858391897025333e-07 }, { "score": -2.9229748249053955, "text": "Notwithstanding", "probability": 2.6749732904051605e-07 }, { "score": -2.9361696243286133, "text": "This", "probability": 2.6399093936433914e-07 }, { "score": -3.0763468742370605, "text": "):", "probability": 2.2946202147997764e-07 }, { "score": -3.0776584148406982, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 2.2916126998882117e-07 }, { "score": -3.355344533920288, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 1.7359758179484834e-07 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__License Grant": [ { "text": "", "score": 11.777263641357422, "probability": 0.9999986180751245 }, { "score": -2.0376152992248535, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.0006304340962613e-06 }, { "score": -4.702774524688721, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 6.963214324577581e-08 }, { "score": -4.849184513092041, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 6.0148487736759e-08 }, { "score": -4.872954368591309, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 5.8735625166685185e-08 }, { "score": -5.213581085205078, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 4.17800824040145e-08 }, { "score": -6.072568893432617, "text": "):", "probability": 1.769765102339919e-08 }, { "score": -6.085145950317383, "text": ".S. Securities Exchange Act of 1934, as amended (\"Exchange Act\"), or Rule 14e-5 thereunder or (ii) with respect to tendering any security of the Company in the Offer or paying any consideration to, or entering into any contract, agreement, or arrangement with, any party in connection with or related to the Offer in violation of Rule 14d-10 under the Exchange Act; and (d) such Party shall use commercially reasonable efforts to cooperate with each other Party to establish protocols to ensure compliance with this Section. 11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.747646053810419e-08 }, { "score": -6.193387031555176, "text": "This", "probability": 1.5683571796225657e-08 }, { "score": -6.329134941101074, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 1.3692741467810406e-08 }, { "score": -6.3819122314453125, "text": "Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.2988814736521603e-08 }, { "score": -6.472928047180176, "text": "automatically terminate at and as of (the first to occur of):", "probability": 1.1858830340433974e-08 }, { "score": -6.630955219268799, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement", "probability": 1.012538456899598e-08 }, { "score": -6.830061912536621, "text": "occur of):", "probability": 8.297372522458691e-09 }, { "score": -6.841803550720215, "text": "5. Interim Period and Continuing Sponsors. Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 8.200517507445873e-09 }, { "score": -6.870287895202637, "text": "first to occur of):", "probability": 7.970226555717418e-09 }, { "score": -6.880134582519531, "text": "the first to occur of):", "probability": 7.892131347516882e-09 }, { "score": -6.988213539123535, "text": "5. Interim Period and Continuing Sponsors. Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 7.083635570295448e-09 }, { "score": -7.114472389221191, "text": "Each", "probability": 6.243421968406132e-09 }, { "score": -7.1903276443481445, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 5.7873422922104426e-09 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.025636672973633, "probability": 0.972133904877086 }, { "score": 8.231719970703125, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 0.02188008483695513 }, { "score": 5.818171501159668, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor;", "probability": 0.0019582052899660162 }, { "score": 5.464373588562012, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder;", "probability": 0.0013746930540494977 }, { "score": 4.729846954345703, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund", "probability": 0.0006594849275557284 }, { "score": 4.397684574127197, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 0.0004730952475876706 }, { "score": 4.178615570068359, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor", "probability": 0.0003800214632142672 }, { "score": 4.028034210205078, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder", "probability": 0.00032689740431797703 }, { "score": 3.4439613819122314, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation;", "probability": 0.00018228539168815987 }, { "score": 3.140014171600342, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.00013450835751913534 }, { "score": 3.0420830249786377, "text": "During", "probability": 0.00012196025197674377 }, { "score": 2.7793831825256348, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder", "probability": 9.378410128264183e-05 }, { "score": 2.7613537311553955, "text": "provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 9.210837697669542e-05 }, { "score": 1.9902360439300537, "text": "Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 4.2599742434982616e-05 }, { "score": 1.884626865386963, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each", "probability": 3.83302356993431e-05 }, { "score": 1.388369083404541, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 2.3335626954594576e-05 }, { "score": 1.3485207557678223, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided", "probability": 2.242402478089179e-05 }, { "score": 1.3247950077056885, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor", "probability": 2.1898259765564544e-05 }, { "score": 1.2577238082885742, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless", "probability": 2.0477689398927526e-05 }, { "score": 1.2291498184204102, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation", "probability": 1.990084079056831e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.060300827026367, "probability": 0.9999927317780039 }, { "score": -0.5944237112998962, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 3.1924184086122934e-06 }, { "score": -1.184107780456543, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 1.7702038018277756e-06 }, { "score": -2.6476387977600098, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 4.096564755213752e-07 }, { "score": -2.654484272003174, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof. For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 4.0686175916255325e-07 }, { "score": -3.165879964828491, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 2.4397793157622805e-07 }, { "score": -3.189182758331299, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements", "probability": 2.3835829512703385e-07 }, { "score": -3.5052592754364014, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 1.7376407115581606e-07 }, { "score": -3.688077449798584, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 1.4473149857453078e-07 }, { "score": -3.873734951019287, "text": "Any attempted assignment in violation of this Section shall be null and void. 23. No Representations or Duties. Each Sponsor specifically understands and agrees that no other Sponsor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and explicitly disclaims any warranty, express or implied, with respect to such matters.", "probability": 1.2020790563982745e-07 }, { "score": -4.050469875335693, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.0073445199987392e-07 }, { "score": -4.266150951385498, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 8.11911937787788e-08 }, { "score": -4.5436482429504395, "text": "For", "probability": 6.151675020102303e-08 }, { "score": -4.575804710388184, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 5.957005597455114e-08 }, { "score": -4.65955924987793, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof. For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements", "probability": 5.4784017052860896e-08 }, { "score": -4.825238227844238, "text": "5. Interim Period and Continuing Sponsors. Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof. For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 4.64194946273339e-08 }, { "score": -4.846977233886719, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement", "probability": 4.542127046547087e-08 }, { "score": -4.902770042419434, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 4.2956488122807966e-08 }, { "score": -4.982247829437256, "text": "This", "probability": 3.9674549525541494e-08 }, { "score": -5.085748195648193, "text": "):", "probability": 3.5773576919587484e-08 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.25166130065918, "probability": 0.9999716993719481 }, { "score": 1.434520959854126, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 2.0052261013157523e-05 }, { "score": -0.1703750491142273, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 4.028708717670024e-06 }, { "score": -1.3411383628845215, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 1.249423935378277e-06 }, { "score": -1.7557320594787598, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements. 6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 8.253802388906524e-07 }, { "score": -2.13322114944458, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements", "probability": 5.658647464707214e-07 }, { "score": -2.811622142791748, "text": "For", "probability": 2.8713546057283754e-07 }, { "score": -3.1038806438446045, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed. 5. Interim Period and Continuing Sponsors. Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 2.1436830592227176e-07 }, { "score": -3.3101038932800293, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof. For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 1.7442107411303504e-07 }, { "score": -3.517364263534546, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 1.4177084290945553e-07 }, { "score": -3.60815167427063, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed.", "probability": 1.294668107940919e-07 }, { "score": -3.6592917442321777, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements", "probability": 1.2301231730214626e-07 }, { "score": -3.974335193634033, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"),", "probability": 8.976912006585283e-08 }, { "score": -4.015525817871094, "text": "This", "probability": 8.614659321510035e-08 }, { "score": -4.29320764541626, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 6.525930163541568e-08 }, { "score": -4.3736186027526855, "text": "Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 6.021717631742821e-08 }, { "score": -4.396281719207764, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 5.886781555207375e-08 }, { "score": -4.5590643882751465, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements. 6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may,", "probability": 5.0024448052896085e-08 }, { "score": -4.560519695281982, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements. 6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series", "probability": 4.99517000712948e-08 }, { "score": -4.5883965492248535, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 4.857843392554184e-08 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.818258285522461, "probability": 0.9999503928319708 }, { "score": 1.6859935522079468, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 3.9773315247321595e-05 }, { "score": -0.3028677701950073, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 5.4430245719141846e-06 }, { "score": -2.230919361114502, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 7.915860427763385e-07 }, { "score": -2.5088768005371094, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 5.994911082943905e-07 }, { "score": -2.9513041973114014, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 3.8515804082777224e-07 }, { "score": -3.0035858154296875, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a)", "probability": 3.655386896399475e-07 }, { "score": -3.1485891342163086, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 3.161980661373901e-07 }, { "score": -3.2127556800842285, "text": "the first to occur of):", "probability": 2.9654597425920484e-07 }, { "score": -3.5985474586486816, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 2.0162519112675714e-07 }, { "score": -3.764009475708008, "text": "Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.7087776345954978e-07 }, { "score": -3.7696728706359863, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors,", "probability": 1.6991275040500898e-07 }, { "score": -3.777583122253418, "text": "This", "probability": 1.685739997044369e-07 }, { "score": -3.7921676635742188, "text": "):", "probability": 1.661332669873507e-07 }, { "score": -3.8241984844207764, "text": "Each Party hereby represents and warrants to, and agrees with, each other Party that:", "probability": 1.6089620354594824e-07 }, { "score": -3.9109344482421875, "text": "This Agreement shall automatically terminate at and as of", "probability": 1.4752881236670873e-07 }, { "score": -3.9548192024230957, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time,", "probability": 1.4119455197980602e-07 }, { "score": -4.132443428039551, "text": "(the first to occur of):", "probability": 1.1821612476340714e-07 }, { "score": -4.219780445098877, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 1.0832949886323086e-07 }, { "score": -4.485850811004639, "text": "automatically terminate at and as of (the first to occur of):", "probability": 8.302212445883043e-08 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.16243839263916, "probability": 0.9995644420794658 }, { "score": 4.3234477043151855, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.00039389493718069133 }, { "score": 1.6709952354431152, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 2.7760988615778324e-05 }, { "score": -0.4802103042602539, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 3.229819354468456e-06 }, { "score": -1.161658763885498, "text": "This", "probability": 1.6339129954085542e-06 }, { "score": -1.3339662551879883, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 1.375297755780639e-06 }, { "score": -1.4081697463989258, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period", "probability": 1.2769402238444884e-06 }, { "score": -1.547444462776184, "text": "Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.1109239425302789e-06 }, { "score": -1.7382116317749023, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then);", "probability": 9.179841821778081e-07 }, { "score": -1.9465268850326538, "text": "):", "probability": 7.453581987122726e-07 }, { "score": -2.1393215656280518, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 6.146605879060584e-07 }, { "score": -2.414459228515625, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (", "probability": 4.6681478032436794e-07 }, { "score": -2.4487175941467285, "text": "the first to occur of):", "probability": 4.510933025421865e-07 }, { "score": -2.665459394454956, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 3.631922821988491e-07 }, { "score": -2.675731658935547, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then", "probability": 3.5948057149388346e-07 }, { "score": -2.7002501487731934, "text": "This Agreement shall automatically terminate at", "probability": 3.507738250637631e-07 }, { "score": -2.8934836387634277, "text": "Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 2.8913917677913816e-07 }, { "score": -3.054025650024414, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time", "probability": 2.4625464467025064e-07 }, { "score": -3.0684947967529297, "text": "hereof (other than Sections 1 through 6 (inclusive) hereof) shall survive indefinitely following the termination of this Agreement.", "probability": 2.4271720367555664e-07 }, { "score": -3.132662773132324, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 2.2763171055760035e-07 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.302186965942383, "probability": 0.9998259973039336 }, { "score": 3.4282941818237305, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.00013997218943860988 }, { "score": 1.3250888586044312, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 1.7085641506344437e-05 }, { "score": 0.8263033628463745, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period", "probability": 1.0375558925800111e-05 }, { "score": -1.693605899810791, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then);", "probability": 8.34889143162062e-07 }, { "score": -1.8018989562988281, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 7.491999447831941e-07 }, { "score": -1.923454761505127, "text": "This", "probability": 6.634477433981926e-07 }, { "score": -1.931605577468872, "text": "Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 6.580620815262695e-07 }, { "score": -2.0011301040649414, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;", "probability": 6.138648249486737e-07 }, { "score": -2.0859274864196777, "text": "the first to occur of):", "probability": 5.639566386679339e-07 }, { "score": -2.519463539123535, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (", "probability": 3.655639808385466e-07 }, { "score": -2.601100444793701, "text": "This Agreement shall automatically terminate at", "probability": 3.3690615116339253e-07 }, { "score": -2.8181419372558594, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time,", "probability": 2.711746059791053e-07 }, { "score": -2.823815107345581, "text": "(a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period", "probability": 2.6964054193297103e-07 }, { "score": -2.8878121376037598, "text": "):", "probability": 2.529249275299217e-07 }, { "score": -2.997082233428955, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time", "probability": 2.2674422491964048e-07 }, { "score": -3.05000638961792, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (", "probability": 2.1505600090775657e-07 }, { "score": -3.1046552658081055, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a)", "probability": 2.0361879369365326e-07 }, { "score": -3.2517480850219727, "text": "(the first to occur of):", "probability": 1.7576656301313027e-07 }, { "score": -3.2940282821655273, "text": "This Agreement shall automatically terminate at and as of", "probability": 1.6849002866889865e-07 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.39349365234375, "probability": 0.9328507381681338 }, { "score": 9.117990493774414, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 0.03525974866701092 }, { "score": 8.210022926330566, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 0.014221778423640155 }, { "score": 7.384231090545654, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable", "probability": 0.0062275478122483015 }, { "score": 7.154584884643555, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 0.004949746879515441 }, { "score": 6.476263523101807, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable", "probability": 0.002511838809313 }, { "score": 5.774608612060547, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 0.0012452797048808318 }, { "score": 4.959068298339844, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.0005509120251882684 }, { "score": 4.913504600524902, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 0.0005263737094369909 }, { "score": 4.783077716827393, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor", "probability": 0.00046200908296583243 }, { "score": 4.349706649780273, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements", "probability": 0.0002995296718520436 }, { "score": 4.15806245803833, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors", "probability": 0.00024729186833379567 }, { "score": 3.7038495540618896, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 0.00015701736247117668 }, { "score": 3.4832944869995117, "text": "(b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof. For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 0.00012593946073856887 }, { "score": 3.2500948905944824, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors", "probability": 9.974348344410302e-05 }, { "score": 3.100139617919922, "text": "Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 8.5853851724051e-05 }, { "score": 2.559436321258545, "text": "8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 4.999600765893098e-05 }, { "score": 2.5269527435302734, "text": "An", "probability": 4.839805261522806e-05 }, { "score": 2.414809226989746, "text": "7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 4.3263791499585256e-05 }, { "score": 2.2582263946533203, "text": "Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor. 8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 3.699316732922873e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Audit Rights": [ { "text": "", "score": 12.209190368652344, "probability": 0.9999995823122753 }, { "score": -3.1955089569091797, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 2.0409102467152005e-07 }, { "score": -4.568271160125732, "text": "Any attempted assignment in violation of this Section shall be null and void. 23. No Representations or Duties. Each Sponsor specifically understands and agrees that no other Sponsor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and explicitly disclaims any warranty, express or implied, with respect to such matters.", "probability": 5.1717896930514814e-08 }, { "score": -5.202462196350098, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 2.7429329325680558e-08 }, { "score": -5.2125959396362305, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time:", "probability": 2.7152771195038724e-08 }, { "score": -5.467331409454346, "text": "Each Party shall use commercially reasonable efforts to:", "probability": 2.104669711469455e-08 }, { "score": -5.483516216278076, "text": "This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. 21. Cooperation. Each Party shall use commercially reasonable efforts to:", "probability": 2.070880214589034e-08 }, { "score": -5.916363716125488, "text": "Any attempted assignment in violation of this Section shall be null and void. 23. No Representations or Duties. Each Sponsor specifically understands and agrees that no other Sponsor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Sponsor specifically acknowledges, represents and warrants that it is not relying on any other Sponsor (a) for its due diligence concerning, or evaluation of, the Company or its assets or businesses, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to tax and other economic considerations involved in such investment.", "probability": 1.3432959276577465e-08 }, { "score": -6.2587080001831055, "text": "19. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later, nor shall any such delay, omission or waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after such waiver. 20. Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. 21. Cooperation. Each Party shall use commercially reasonable efforts to:", "probability": 9.53879388599573e-09 }, { "score": -6.3000640869140625, "text": "PURCHASER: PEEK Investments LLC Date: July 16, 2012", "probability": 9.152352624702185e-09 }, { "score": -6.855648040771484, "text": ":", "probability": 5.251044503353773e-09 }, { "score": -7.005692481994629, "text": "20. Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. 21. Cooperation. Each Party shall use commercially reasonable efforts to:", "probability": 4.51941503580442e-09 }, { "score": -7.247750282287598, "text": "PURCHASER:", "probability": 3.5477896235727756e-09 }, { "score": -7.383623123168945, "text": "Each Party hereby represents and warrants to, and agrees with, each other Party that:", "probability": 3.097055828407211e-09 }, { "score": -7.387085437774658, "text": "In addition, each Sponsor specifically acknowledges, represents and warrants that it is not relying on any other Sponsor (a) for its due diligence concerning, or evaluation of, the Company or its assets or businesses, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to tax and other economic considerations involved in such investment.", "probability": 3.0863513885404534e-09 }, { "score": -7.398288726806641, "text": ".S. Securities Exchange Act of 1934, as amended (\"Exchange Act\"), or Rule 14e-5 thereunder or (ii) with respect to tendering any security of the Company in the Offer or paying any consideration to, or entering into any contract, agreement, or arrangement with, any party in connection with or related to the Offer in violation of Rule 14d-10 under the Exchange Act; and (d) such Party shall use commercially reasonable efforts to cooperate with each other Party to establish protocols to ensure compliance with this Section. 11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 3.051967070249488e-09 }, { "score": -7.456823825836182, "text": "Any", "probability": 2.8784478985747524e-09 }, { "score": -7.482630729675293, "text": "21. Cooperation. Each Party shall use commercially reasonable efforts to:", "probability": 2.805114395720054e-09 }, { "score": -7.5615386962890625, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 2.5922762592650293e-09 }, { "score": -7.56333065032959, "text": ". 21. Cooperation. Each Party shall use commercially reasonable efforts to:", "probability": 2.5876351788913546e-09 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.409135818481445, "probability": 0.8821463376567509 }, { "score": 10.101639747619629, "text": "If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.08778247567959113 }, { "score": 8.542524337768555, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.018462589162726913 }, { "score": 7.446558952331543, "text": "EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 0.0061705075273599036 }, { "score": 6.997958183288574, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages.", "probability": 0.003939998421841946 }, { "score": 4.719303131103516, "text": "If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors", "probability": 0.000403541991140915 }, { "score": 4.311298370361328, "text": "Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor. If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.0002683456232992746 }, { "score": 3.901906967163086, "text": "Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Sponsors may be partnerships or limited liability companies, by acceptance of the benefits of this Agreement, Purchaser and each Sponsor acknowledges and agrees that no Person other than each Party has any obligation hereunder and no Party has any right of recovery under this Agreement or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Sponsors or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing (collectively, \"Non-Recourse Parties\"), through Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Purchaser against any Non- Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.", "probability": 0.00017819605658134046 }, { "score": 3.8313117027282715, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages", "probability": 0.00016605002878661507 }, { "score": 3.5589988231658936, "text": "If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.00012646634705907957 }, { "score": 3.160187244415283, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors", "probability": 8.48737334191482e-05 }, { "score": 2.8293979167938232, "text": "If", "probability": 6.096959731458125e-05 }, { "score": 2.766732692718506, "text": "Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor. If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages.", "probability": 5.726617361951425e-05 }, { "score": 2.373830795288086, "text": "EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY", "probability": 3.8660105927133905e-05 }, { "score": 2.189631938934326, "text": "Except as otherwise provided herein, this Agreement shall be enforceable by all available remedies at law or in equity (including, without limitation, specific performance). Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor. If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 3.2156331173912175e-05 }, { "score": 2.014432907104492, "text": "If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages.", "probability": 2.698848586380244e-05 }, { "score": 1.5987610816955566, "text": "Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 1.7809615358904645e-05 }, { "score": 1.5525051355361938, "text": "18. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 1.7004577184988943e-05 }, { "score": 1.2702820301055908, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages. If", "probability": 1.282324383274304e-05 }, { "score": 0.6562726497650146, "text": ").", "probability": 6.939641167568195e-06 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Cap On Liability": [ { "score": 12.28246021270752, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.15653148686237425 }, { "text": "", "score": 12.26284122467041, "probability": 0.15349042630214668 }, { "score": 12.213394165039062, "text": "EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 0.14608536404463288 }, { "score": 12.131636619567871, "text": "If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.1346169840113402 }, { "score": 11.982589721679688, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages.", "probability": 0.11597639658939647 }, { "score": 11.756299018859863, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.09248958003515872 }, { "score": 11.709433555603027, "text": "If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.08825501546364127 }, { "score": 11.54284381866455, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages.", "probability": 0.0747120050730797 }, { "score": 9.779281616210938, "text": "Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor. If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.012808110297350676 }, { "score": 9.479410171508789, "text": "Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor. If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages.", "probability": 0.009489701353750324 }, { "score": 8.693902969360352, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages", "probability": 0.004326244914226173 }, { "score": 8.51917839050293, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages", "probability": 0.0036326970506168105 }, { "score": 7.920897006988525, "text": "EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY", "probability": 0.0019970957057214972 }, { "score": 7.273847579956055, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors", "probability": 0.001045656116424536 }, { "score": 7.266417980194092, "text": "Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Sponsors may be partnerships or limited liability companies, by acceptance of the benefits of this Agreement, Purchaser and each Sponsor acknowledges and agrees that no Person other than each Party has any obligation hereunder and no Party has any right of recovery under this Agreement or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Sponsors or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing (collectively, \"Non-Recourse Parties\"), through Purchaser or otherwise, whether by or through attempted", "probability": 0.00103791609821296 }, { "score": 7.123023986816406, "text": "If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors", "probability": 0.0008992636275782884 }, { "score": 6.877356052398682, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors", "probability": 0.0007033877485567309 }, { "score": 6.830490589141846, "text": "If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors", "probability": 0.0006711836793097356 }, { "score": 6.768559455871582, "text": "If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.0006308774990509487 }, { "score": 6.71938943862915, "text": "Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor.", "probability": 0.000600607527431071 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.20703125, "probability": 0.7521609518536961 }, { "score": 10.870244979858398, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 0.19758404984088473 }, { "score": 9.129233360290527, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages.", "probability": 0.034644966324378 }, { "score": 7.2172088623046875, "text": "Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor. If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages.", "probability": 0.005119864352629212 }, { "score": 6.559042453765869, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable", "probability": 0.002651065239865222 }, { "score": 6.375770568847656, "text": "Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 0.0022071225456242695 }, { "score": 6.160183906555176, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages", "probability": 0.001779091764325415 }, { "score": 5.6253228187561035, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 0.0010421041616435365 }, { "score": 5.03747034072876, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors", "probability": 0.0005789086554270377 }, { "score": 5.019546031951904, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages.", "probability": 0.0005686245609150709 }, { "score": 4.7993035316467285, "text": "No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.0004562212519092405 }, { "score": 4.248159408569336, "text": "Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor. If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages", "probability": 0.00026291578461765 }, { "score": 3.95426344871521, "text": "8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 0.0001959653407069728 }, { "score": 3.933198928833008, "text": "Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor.", "probability": 0.00019188059750564502 }, { "score": 3.8821935653686523, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 0.00018233906112695444 }, { "score": 3.5932390689849854, "text": "An", "probability": 0.00013658039706634088 }, { "score": 3.2975964546203613, "text": "If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).", "probability": 0.0001016230943970025 }, { "score": 2.8472046852111816, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor", "probability": 6.477236503987647e-05 }, { "score": 2.3913707733154297, "text": "Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor", "probability": 4.106044030826233e-05 }, { "score": 2.0739288330078125, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable). 9. Expenses. To the extent Purchaser has available funds, Purchaser shall promptly pay or reimburse, as applicable, all Transaction Costs incurred by or on behalf of Purchaser or the Sponsors in connection with the Offer as follows: (a) first, all such Transaction Costs reasonably incurred by or on behalf of Purchaser, including, without limitation, in connection with the formation or organization of Purchaser; and (b) second, all such Transaction Costs reasonably incurred by or on behalf of the Sponsors in connection with the Offer, which shall be paid or reimbursed pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 2.989236793364277e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.977140426635742, "probability": 0.9987292990512067 }, { "score": 5.051198482513428, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 0.0009807299142284213 }, { "score": 3.2374942302703857, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 0.00015990707297877907 }, { "score": 2.2148404121398926, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination.", "probability": 5.750886066738755e-05 }, { "score": 1.9608503580093384, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 4.4609595443731484e-05 }, { "score": -0.07373714447021484, "text": "This Agreement shall automatically terminate at and as of", "probability": 5.8320086499013165e-06 }, { "score": -0.4177398681640625, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 4.1344683795085905e-06 }, { "score": -0.8748989105224609, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after", "probability": 2.6174477763434077e-06 }, { "score": -1.1356879472732544, "text": "(the first to occur of):", "probability": 2.016595462865794e-06 }, { "score": -1.1790815591812134, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.930959564756431e-06 }, { "score": -1.3018137216567993, "text": "the first to occur of):", "probability": 1.7079347647520849e-06 }, { "score": -1.47334623336792, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a)", "probability": 1.4387179276458467e-06 }, { "score": -1.512037754058838, "text": "This", "probability": 1.3841148921315409e-06 }, { "score": -1.5662592649459839, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 1.3110644406779124e-06 }, { "score": -1.6064715385437012, "text": "This Agreement shall automatically terminate at", "probability": 1.2593895051341998e-06 }, { "score": -1.8347365856170654, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination", "probability": 1.0023648285441033e-06 }, { "score": -1.9065412282943726, "text": "Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 9.329136755518243e-07 }, { "score": -1.9576829671859741, "text": "):", "probability": 8.864023207381594e-07 }, { "score": -2.0589632987976074, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time", "probability": 8.010237543843972e-07 }, { "score": -2.2080180644989014, "text": "This", "probability": 6.900995322582385e-07 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Insurance": [ { "text": "", "score": 12.09638786315918, "probability": 0.9999493394290618 }, { "score": 1.4573571681976318, "text": "Any attempted assignment in violation of this Section shall be null and void.", "probability": 2.3961040555108333e-05 }, { "score": 1.4206632375717163, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 2.3097751393630004e-05 }, { "score": -2.027669906616211, "text": "Any attempted assignment in violation of this Section shall be null and void. 23. No Representations or Duties. Each Sponsor specifically understands and agrees that no other Sponsor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and explicitly disclaims any warranty, express or implied, with respect to such matters.", "probability": 7.344760628168129e-07 }, { "score": -2.114208459854126, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 6.735881374364074e-07 }, { "score": -2.3566346168518066, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 5.285792226811093e-07 }, { "score": -2.5664029121398926, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 4.2855727788998227e-07 }, { "score": -3.287421226501465, "text": "This", "probability": 2.0838890832028172e-07 }, { "score": -3.5895745754241943, "text": "Any", "probability": 1.5404622758754825e-07 }, { "score": -3.711771249771118, "text": "Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.3632695237198626e-07 }, { "score": -3.8338775634765625, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 1.2065675132678668e-07 }, { "score": -3.835926055908203, "text": "the first to occur of):", "probability": 1.2040983986933665e-07 }, { "score": -4.069849491119385, "text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then);", "probability": 9.529504549641799e-08 }, { "score": -4.148611068725586, "text": "):", "probability": 8.807742376752337e-08 }, { "score": -4.2488813400268555, "text": "Any attempted assignment in violation of this Section shall be null and void. 23. No Representations or Duties. Each Sponsor specifically understands and agrees that no other Sponsor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Sponsor specifically acknowledges, represents and warrants that it is not relying on any other Sponsor (a) for its due diligence concerning, or evaluation of, the Company or its assets or businesses, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to tax and other economic considerations involved in such investment.", "probability": 7.967421214584423e-08 }, { "score": -4.559170246124268, "text": "This Agreement shall automatically terminate at", "probability": 5.841992807621108e-08 }, { "score": -4.806879043579102, "text": "automatically terminate at and as of (the first to occur of):", "probability": 4.560184920110439e-08 }, { "score": -4.850078582763672, "text": "(the first to occur of):", "probability": 4.3673815250861124e-08 }, { "score": -4.854530334472656, "text": "at and as of (the first to occur of):", "probability": 4.3479822393577815e-08 }, { "score": -4.876676082611084, "text": "Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 4.252751292072056e-08 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.192020416259766, "probability": 0.9614187357042165 }, { "score": 8.507100105285645, "text": "The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.", "probability": 0.02413081687700574 }, { "score": 7.824716567993164, "text": "EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 0.01219597763031259 }, { "score": 5.115940570831299, "text": "The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto", "probability": 0.0008124752699550608 }, { "score": 4.185890197753906, "text": "The parties hereto hereby", "probability": 0.00032054898490041815 }, { "score": 3.597691297531128, "text": "The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto,", "probability": 0.00017800937251101037 }, { "score": 3.4982516765594482, "text": "Nothing set forth in this Agreement shall confer or give or shall be construed to confer or give to any party other than the Parties any rights or remedies against any Person other than as expressly set forth herein. 17. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.", "probability": 0.00016115982629657478 }, { "score": 3.484323263168335, "text": "out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 18. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 0.0001589306858465078 }, { "score": 3.1981558799743652, "text": "(b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 18. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 0.00011937869914290791 }, { "score": 2.9527626037597656, "text": "EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY", "probability": 9.340150977238908e-05 }, { "score": 2.789189100265503, "text": "The", "probability": 7.930760345466097e-05 }, { "score": 2.5445642471313477, "text": "(b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.", "probability": 6.209771253416321e-05 }, { "score": 2.4374032020568848, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor).", "probability": 5.57874039358202e-05 }, { "score": 2.023923397064209, "text": "18. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 3.689471452548377e-05 }, { "score": 2.000588893890381, "text": "All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.", "probability": 3.604376158589722e-05 }, { "score": 1.9512977600097656, "text": "and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.", "probability": 3.431019930978432e-05 }, { "score": 1.9192675352096558, "text": "Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n 18. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.", "probability": 3.322864951950764e-05 }, { "score": 1.75935697555542, "text": "The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and", "probability": 2.8318119972962194e-05 }, { "score": 1.6067907810211182, "text": "Nothing set forth in this Agreement shall confer or give or shall be construed to confer or give to any party other than the Parties any rights or remedies against any Person other than as expressly set forth herein.", "probability": 2.4311164443438753e-05 }, { "score": 1.4248051643371582, "text": "The parties hereto", "probability": 2.0266110758897542e-05 } ], "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.123031616210938, "probability": 0.9999100616122658 }, { "score": 2.0700676441192627, "text": "This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 4.3054064652858775e-05 }, { "score": 1.1040390729904175, "text": "Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Sponsors may be partnerships or limited liability companies, by acceptance of the benefits of this Agreement, Purchaser and each Sponsor acknowledges and agrees that no Person other than each Party has any obligation hereunder and no Party has any right of recovery under this Agreement or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Sponsors or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing (collectively, \"Non-Recourse Parties\"), through Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Purchaser against any Non- Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.", "probability": 1.6386012463060296e-05 }, { "score": 0.7081601619720459, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.", "probability": 1.1029231544913945e-05 }, { "score": -0.22046244144439697, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "probability": 4.357622270831835e-06 }, { "score": -0.7310124635696411, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements. 6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 2.6152940425133934e-06 }, { "score": -0.8552646636962891, "text": "This Agreement shall automatically terminate at and as of (the first to occur of", "probability": 2.3097154511469974e-06 }, { "score": -0.8796048760414124, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 2.2541751598754807e-06 }, { "score": -1.2240910530090332, "text": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "probability": 1.5972732334664796e-06 }, { "score": -1.8889827728271484, "text": "Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof.", "probability": 8.215242904699329e-07 }, { "score": -2.013367176055908, "text": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 7.254390822667255e-07 }, { "score": -2.15494704246521, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor). 3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "probability": 6.296708583744084e-07 }, { "score": -2.173366069793701, "text": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors. Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder. 4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund:", "probability": 6.181790920947269e-07 }, { "score": -2.2041029930114746, "text": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor", "probability": 5.994672147354936e-07 }, { "score": -2.276599168777466, "text": "Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.", "probability": 5.575460548538319e-07 }, { "score": -2.280705451965332, "text": "For purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements", "probability": 5.552613069835756e-07 }, { "score": -2.357337713241577, "text": "Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Sponsors may be partnerships or limited liability companies, by acceptance of the benefits of this Agreement, Purchaser and each Sponsor acknowledges and agrees that no Person other than each Party has any obligation hereunder and no Party has any right of recovery under this Agreement or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Sponsors or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing (collectively, \"Non-Recourse Parties\"),", "probability": 5.142999034559178e-07 }, { "score": -2.3646278381347656, "text": "11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of):", "probability": 5.105642262485231e-07 }, { "score": -2.5012331008911133, "text": "Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor).", "probability": 4.453725742654005e-07 }, { "score": -2.7205214500427246, "text": "This", "probability": 3.576743116221894e-07 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Document Name": [ { "score": 13.3268404006958, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement", "probability": 0.1987221648183343 }, { "score": 13.187812805175781, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT", "probability": 0.17292882557410233 }, { "score": 13.14642333984375, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement", "probability": 0.16591749249729448 }, { "score": 13.007394790649414, "text": "CO-BRANDING AGREEMENT", "probability": 0.1443819303360293 }, { "score": 12.201452255249023, "text": "AMENDMENT TO SECTION 2", "probability": 0.06449060453394961 }, { "score": 12.054056167602539, "text": "Co-Branding Agreement", "probability": 0.05565230293831003 }, { "score": 11.251060485839844, "text": "AMENDMENT TO SECTION 2, PART B", "probability": 0.024931393129976862 }, { "score": 11.009176254272461, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2", "probability": 0.019574810205588888 }, { "score": 10.997101783752441, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 0.01933987594453527 }, { "score": 10.99556827545166, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 0.019310240812906037 }, { "score": 10.82875919342041, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2", "probability": 0.016343438228900133 }, { "score": 10.828526496887207, "text": "AMENDMENT TO SECTION 2,", "probability": 0.016339635609928932 }, { "score": 10.81668472290039, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 0.01614728646328629 }, { "score": 10.81515121459961, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 0.016122543442122828 }, { "score": 10.599418640136719, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B", "probability": 0.01299397686394923 }, { "score": 10.419001579284668, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B", "probability": 0.010848956183650666 }, { "score": 10.2914457321167, "text": "AMENDMENT TO", "probability": 0.009549731356797864 }, { "score": 9.754263877868652, "text": "PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement", "probability": 0.005580794611060619 }, { "score": 9.72431755065918, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 0.005416147895925649 }, { "score": 9.722784042358398, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 0.005407848553350781 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Parties": [ { "score": 12.546630859375, "text": "A.B. Watley, Inc. (hereinafter referred to as \"ABW", "probability": 0.13890338675526503 }, { "score": 12.523695945739746, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW", "probability": 0.13575390418555747 }, { "score": 12.272003173828125, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ", "probability": 0.1055464295476195 }, { "score": 12.222854614257812, "text": "ABW", "probability": 0.10048438949567197 }, { "score": 11.443462371826172, "text": "A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc.", "probability": 0.046090651618992756 }, { "score": 11.420527458190918, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc.", "probability": 0.045045596438615894 }, { "score": 11.336761474609375, "text": "PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW", "probability": 0.0414260225503065 }, { "score": 11.279715538024902, "text": "A.B. Watley, Inc.", "probability": 0.03912897772558774 }, { "score": 11.25999641418457, "text": "PC Quote, Inc.", "probability": 0.03836494634007373 }, { "score": 11.256780624389648, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 0.0382417708964674 }, { "score": 11.14486312866211, "text": "A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc.", "probability": 0.03419265659051574 }, { "score": 11.121928215026855, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc.", "probability": 0.033417375451161205 }, { "score": 11.1196870803833, "text": "ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc.", "probability": 0.03334256647314889 }, { "score": 11.085067749023438, "text": "PCQ", "probability": 0.032208021028653236 }, { "score": 10.927339553833008, "text": "A.B. Watley, Inc. (hereinafter referred to as \"ABW\"),", "probability": 0.02750828760179047 }, { "score": 10.90440559387207, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"),", "probability": 0.026884592867014095 }, { "score": 10.821087837219238, "text": "ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc.", "probability": 0.024735404799376498 }, { "score": 10.677019119262695, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\")", "probability": 0.02141661220267086 }, { "score": 10.603564262390137, "text": "ABW\"),", "probability": 0.019899846838946474 }, { "score": 10.46981430053711, "text": "PC Quote", "probability": 0.01740856059256448 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Agreement Date": [ { "score": 14.529899597167969, "text": "December 9, 1996", "probability": 0.43122808721115097 }, { "score": 14.164299011230469, "text": "December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96", "probability": 0.2991773582243711 }, { "score": 13.801958084106445, "text": "12/5/96", "probability": 0.208240912310341 }, { "score": 11.733344078063965, "text": "December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96", "probability": 0.026313487375194882 }, { "score": 11.371003150939941, "text": "12/5/96 Date: 12/12/96", "probability": 0.018315372024134875 }, { "score": 9.922016143798828, "text": "December 9, 1996 by and between PC Quote, Inc.", "probability": 0.004300596359854544 }, { "score": 9.920389175415039, "text": "December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 0.004293605114355484 }, { "score": 9.534319877624512, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996", "probability": 0.0029184639555376282 }, { "score": 9.168719291687012, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96", "probability": 0.0020247714891151406 }, { "score": 9.004426002502441, "text": "12/12/96", "probability": 0.0017180047014216564 }, { "score": 7.303020000457764, "text": "/5/96", "probability": 0.00031341018790345183 }, { "score": 6.9859514236450195, "text": "9, 1996", "probability": 0.0002282506255826814 }, { "score": 6.737764358520508, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96", "probability": 0.00017808432874966707 }, { "score": 6.63731575012207, "text": ", 1996", "probability": 0.00016106509285560748 }, { "score": 6.6203508377075195, "text": "9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96", "probability": 0.00015835568507727954 }, { "score": 6.27171516418457, "text": ", 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96", "probability": 0.00011174371617196834 }, { "score": 6.255496978759766, "text": "5/96", "probability": 0.0001099460526859521 }, { "score": 5.9015278816223145, "text": "is made effective December 9, 1996", "probability": 7.717076690056122e-05 }, { "score": 5.758440017700195, "text": "/96", "probability": 6.688219942031059e-05 }, { "score": 5.721126556396484, "text": "December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12", "probability": 6.443257917490138e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Effective Date": [ { "score": 14.568549156188965, "text": "December 9, 1996", "probability": 0.5464917765304713 }, { "score": 13.641496658325195, "text": "December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96", "probability": 0.21625683713466456 }, { "score": 12.71960163116455, "text": "12/5/96", "probability": 0.08601930389488262 }, { "score": 12.228036880493164, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996", "probability": 0.052615301700277554 }, { "score": 11.827263832092285, "text": "December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96", "probability": 0.035241837278914126 }, { "score": 11.300983428955078, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96", "probability": 0.020820821772517917 }, { "score": 10.905369758605957, "text": "12/5/96 Date: 12/12/96", "probability": 0.014017966978151898 }, { "score": 10.60718822479248, "text": "December 9, 1996 by and between PC Quote, Inc.", "probability": 0.010403666879665083 }, { "score": 10.60573673248291, "text": "December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 0.010388576991275713 }, { "score": 9.486751556396484, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96", "probability": 0.0033930243427894758 }, { "score": 8.749927520751953, "text": "12/12/96", "probability": 0.0016240087417023505 }, { "score": 8.26667594909668, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 0.0010016474083800637 }, { "score": 8.26522445678711, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 0.001000194579509937 }, { "score": 6.644238471984863, "text": "9, 1996", "probability": 0.00019774213922077056 }, { "score": 6.382172107696533, "text": ", 1996", "probability": 0.00015215465801123748 }, { "score": 6.012040615081787, "text": "is made effective December 9, 1996", "probability": 0.00010508462709384896 }, { "score": 5.7171854972839355, "text": "9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96", "probability": 7.825016046278366e-05 }, { "score": 5.697091102600098, "text": "/5/96", "probability": 7.669346367471147e-05 }, { "score": 5.4551191329956055, "text": ", 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96", "probability": 6.021036513237389e-05 }, { "score": 5.362794399261475, "text": "effective December 9, 1996", "probability": 5.490035320153881e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Expiration Date": [ { "score": 4.8225274085998535, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 0.31864954514498106 }, { "score": 4.821738243103027, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 0.3183981771169063 }, { "score": 4.622605800628662, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996", "probability": 0.2609086344200313 }, { "text": "", "score": 3.3120627403259277, "probability": 0.07036016226245168 }, { "score": 0.6549614667892456, "text": "December 9, 1996 by and between PC Quote, Inc.", "probability": 0.0049358552090140945 }, { "score": 0.6541721820831299, "text": "December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 0.00493196095102732 }, { "score": 0.5241055488586426, "text": "This", "probability": 0.004330443815527057 }, { "score": 0.45503970980644226, "text": "December 9, 1996", "probability": 0.004041452655439105 }, { "score": -0.016657352447509766, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement", "probability": 0.0025216340735684166 }, { "score": -0.11436605453491211, "text": "This amendment to Section 2 (titled \"Term\"), Part B", "probability": 0.002286902841475826 }, { "score": -0.20955896377563477, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made", "probability": 0.0020792464032606804 }, { "score": -0.4591679573059082, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective", "probability": 0.0016199520149584134 }, { "score": -1.0091519355773926, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by", "probability": 0.0009346459823799727 }, { "score": -1.0256409645080566, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement.", "probability": 0.0009193609417916005 }, { "score": -1.0577383041381836, "text": "This amendment to Section 2", "probability": 0.0008903204557498064 }, { "score": -1.551760196685791, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is", "probability": 0.0005432445397539336 }, { "score": -1.6347975730895996, "text": "This amendment", "probability": 0.0004999570484378489 }, { "score": -1.8997488021850586, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 0.0003835887298070143 }, { "score": -1.9005380868911743, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 0.0003832860885399124 }, { "score": -1.9048700332641602, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 0.0003816293048986882 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Renewal Term": [ { "text": "", "score": 10.235406875610352, "probability": 0.9999927284166804 }, { "score": -2.863311290740967, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.0478390597915197e-06 }, { "score": -2.866239547729492, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.0418512319812713e-06 }, { "score": -4.518274307250977, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 3.913402485500423e-07 }, { "score": -4.521202564239502, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.9019597990630626e-07 }, { "score": -4.646990776062012, "text": ".", "probability": 3.440754324332824e-07 }, { "score": -4.649640083312988, "text": ".", "probability": 3.4316507733290703e-07 }, { "score": -4.649919033050537, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.4306936487475224e-07 }, { "score": -4.796254634857178, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.9636655653983914e-07 }, { "score": -4.799182891845703, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.95499988485679e-07 }, { "score": -5.173335075378418, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.0326623339647162e-07 }, { "score": -5.176263332366943, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.0267188825035472e-07 }, { "score": -5.308876991271973, "text": "\"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.7750072589463173e-07 }, { "score": -5.311805248260498, "text": "\"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.7698171841805822e-07 }, { "score": -8.833466529846191, "text": "This", "probability": 5.2298634036149826e-09 }, { "score": -9.274676322937012, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 3.3641501207682927e-09 }, { "score": -9.544011116027832, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 2.5698321196972154e-09 }, { "score": -9.56739616394043, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement.", "probability": 2.5104336967962632e-09 }, { "score": -9.710624694824219, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement", "probability": 2.17543141131569e-09 }, { "score": -9.840694427490234, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 1.9101031813259924e-09 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.023244857788086, "probability": 0.999999389911599 }, { "score": -4.878812313079834, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.241149380439981e-07 }, { "score": -4.880894660949707, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.2385675647235892e-07 }, { "score": -5.6885223388671875, "text": ".", "probability": 5.52295441494478e-08 }, { "score": -5.690335273742676, "text": ".", "probability": 5.512950729025691e-08 }, { "score": -5.690605163574219, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.5114630404471694e-08 }, { "score": -6.202950477600098, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 3.301856210863045e-08 }, { "score": -6.205033302307129, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.294986180186418e-08 }, { "score": -6.359344482421875, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.8238206083385243e-08 }, { "score": -6.361426830291748, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.817946549549328e-08 }, { "score": -6.383513450622559, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.756389925244705e-08 }, { "score": -6.385595798492432, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.7506561345006954e-08 }, { "score": -7.0525078773498535, "text": "PCQ\") and A.B. Watley, Inc.", "probability": 1.4118874111215592e-08 }, { "score": -9.908642768859863, "text": "AG", "probability": 8.117016765071079e-10 }, { "score": -9.933589935302734, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 7.91702518062661e-10 }, { "score": -9.966897964477539, "text": "AGREED", "probability": 7.657667991016739e-10 }, { "score": -10.015284538269043, "text": "This", "probability": 7.295961119885291e-10 }, { "score": -10.055231094360352, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 7.010257037977436e-10 }, { "score": -10.09222412109375, "text": "AGREED TO", "probability": 6.755664519047108e-10 }, { "score": -10.223872184753418, "text": "AGREED TO BY", "probability": 5.922349690394675e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Governing Law": [ { "text": "", "score": 11.103328704833984, "probability": 0.9999993852324909 }, { "score": -4.650557041168213, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.439375429791123e-07 }, { "score": -4.6509904861450195, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.4387516749328116e-07 }, { "score": -5.638203144073486, "text": ".", "probability": 5.3609879668833626e-08 }, { "score": -5.638555526733398, "text": ".", "probability": 5.3590991804911673e-08 }, { "score": -5.638636589050293, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.358664777102239e-08 }, { "score": -6.113470077514648, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 3.333028488974024e-08 }, { "score": -6.113903522491455, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.3315841175683035e-08 }, { "score": -6.554967880249023, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.1433789750743417e-08 }, { "score": -6.55540132522583, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.142450139538293e-08 }, { "score": -6.958439350128174, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.4317709064668874e-08 }, { "score": -6.9588727951049805, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.4311504470367673e-08 }, { "score": -7.138786792755127, "text": "Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.1955001478586288e-08 }, { "score": -7.139220237731934, "text": "Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.1949820766105689e-08 }, { "score": -9.840269088745117, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 8.022519475378713e-10 }, { "score": -9.924467086791992, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 7.374694838555261e-10 }, { "score": -9.992706298828125, "text": "AG", "probability": 6.888237945835216e-10 }, { "score": -10.02825927734375, "text": "This", "probability": 6.647642848731583e-10 }, { "score": -10.063494682312012, "text": "AGREED", "probability": 6.417489053446015e-10 }, { "score": -10.141202926635742, "text": "AGREED TO BY", "probability": 5.937681181671549e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Most Favored Nation": [ { "text": "", "score": 11.765462875366211, "probability": 0.9999998547459004 }, { "score": -6.028398513793945, "text": ".", "probability": 1.8716477816748515e-08 }, { "score": -6.0286784172058105, "text": ".", "probability": 1.871123974386094e-08 }, { "score": -6.028862476348877, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.870779608603605e-08 }, { "score": -6.227596282958984, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.533605409973344e-08 }, { "score": -6.228060245513916, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.5328940395264615e-08 }, { "score": -6.77012825012207, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 8.914459008649912e-09 }, { "score": -6.770592212677002, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 8.910323992792862e-09 }, { "score": -6.9057416915893555, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 7.783928230706853e-09 }, { "score": -6.906205654144287, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 7.780317617137046e-09 }, { "score": -6.97683048248291, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 7.249788774157375e-09 }, { "score": -6.977294445037842, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 7.246425923813644e-09 }, { "score": -7.1953864097595215, "text": "PCQ\") and A.B. Watley, Inc.", "probability": 5.82649958943795e-09 }, { "score": -8.145393371582031, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 2.2533307270332806e-09 }, { "score": -9.084625244140625, "text": "This", "probability": 8.808900802866293e-10 }, { "score": -9.909038543701172, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 3.862634121442136e-10 }, { "score": -10.09427261352539, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 3.2095004301534246e-10 }, { "score": -10.114328384399414, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96 -------------- ----------------", "probability": 3.1457726162331797e-10 }, { "score": -10.145706176757812, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED", "probability": 3.048597755367616e-10 }, { "score": -10.227287292480469, "text": ". (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 2.809764345000094e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Compete": [ { "text": "", "score": 9.570810317993164, "probability": 0.9999982278742235 }, { "score": -5.893313407897949, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.9231609355527357e-07 }, { "score": -5.894877910614014, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.9201544974491543e-07 }, { "score": -5.941524505615234, "text": ".", "probability": 1.8326427581238444e-07 }, { "score": -5.94281005859375, "text": ".", "probability": 1.8302883124741476e-07 }, { "score": -5.943089008331299, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.8297778252331955e-07 }, { "score": -6.117339611053467, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.5371713623472645e-07 }, { "score": -6.118904113769531, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.5347683338382818e-07 }, { "score": -6.27325439453125, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.315253162756252e-07 }, { "score": -6.2748188972473145, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.3131970544237323e-07 }, { "score": -6.437069416046143, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.1165171411906739e-07 }, { "score": -6.438633918762207, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.1147717128104885e-07 }, { "score": -8.159603118896484, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.994245004661817e-08 }, { "score": -9.744255065917969, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.088583922589944e-09 }, { "score": -9.781465530395508, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 3.939241595896314e-09 }, { "score": -9.792186737060547, "text": ". (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 3.897233762354882e-09 }, { "score": -9.792465209960938, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 3.896148639461251e-09 }, { "score": -9.891826629638672, "text": "This", "probability": 3.5276330331490404e-09 }, { "score": -9.968280792236328, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 3.267982933214619e-09 }, { "score": -10.124195098876953, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 2.7961924373444013e-09 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Exclusivity": [ { "text": "", "score": 11.933019638061523, "probability": 0.9999997917245026 }, { "score": -5.524041652679443, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.621165968533031e-08 }, { "score": -5.524440765380859, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.620120036638706e-08 }, { "score": -5.964310646057129, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.6876723156990162e-08 }, { "score": -5.964710235595703, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.6869980742160145e-08 }, { "score": -6.130534648895264, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.4292162951923592e-08 }, { "score": -6.130655288696289, "text": ".", "probability": 1.4290438852228462e-08 }, { "score": -6.13093376159668, "text": ".", "probability": 1.4286459906313445e-08 }, { "score": -6.34370756149292, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.1548302184116053e-08 }, { "score": -6.344106674194336, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.1543694029682236e-08 }, { "score": -6.696772575378418, "text": "Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 8.113046258981498e-09 }, { "score": -6.697172164916992, "text": "Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 8.109805018196523e-09 }, { "score": -6.7727251052856445, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 7.519659707861673e-09 }, { "score": -6.773124694824219, "text": "PC Quote, Inc.", "probability": 7.516655530767616e-09 }, { "score": -6.840121269226074, "text": "PCQ\") and A.B. Watley, Inc.", "probability": 7.029564262896467e-09 }, { "score": -6.858326435089111, "text": "A.B. Watley, Inc.", "probability": 6.9027477399892845e-09 }, { "score": -7.158651828765869, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.1120176096857055e-09 }, { "score": -7.159050941467285, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.1099777456227234e-09 }, { "score": -9.51011848449707, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.868143238047123e-10 }, { "score": -10.158356666564941, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 2.5458750375024936e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__No-Solicit Of Customers": [ { "text": "", "score": 11.69266128540039, "probability": 0.9999997090225167 }, { "score": -5.511579990386963, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.375148006657836e-08 }, { "score": -5.511871814727783, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 3.374163200017885e-08 }, { "score": -5.821896553039551, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.4747085079892737e-08 }, { "score": -5.821998119354248, "text": ".", "probability": 2.4744571737299306e-08 }, { "score": -5.822188854217529, "text": ".", "probability": 2.473985253486456e-08 }, { "score": -6.0832743644714355, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.9055006893552142e-08 }, { "score": -6.083566665649414, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.9049437906541152e-08 }, { "score": -6.29899263381958, "text": "A.B. Watley, Inc.", "probability": 1.5357617833834326e-08 }, { "score": -6.310565948486328, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.518090384584816e-08 }, { "score": -6.310858249664307, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.5176467098236108e-08 }, { "score": -6.351559638977051, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.4571165666796553e-08 }, { "score": -6.351851940155029, "text": "PC Quote, Inc.", "probability": 1.4566907120327025e-08 }, { "score": -6.564562797546387, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.1775739765470549e-08 }, { "score": -6.564855098724365, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.1772298205875998e-08 }, { "score": -6.607790470123291, "text": "PCQ\") and A.B. Watley, Inc.", "probability": 1.1277547367232342e-08 }, { "score": -9.402365684509277, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 6.895187255628861e-10 }, { "score": -10.31283950805664, "text": "This", "probability": 2.7741651234175056e-10 }, { "score": -10.404131889343262, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 2.5321214374734114e-10 }, { "score": -10.418407440185547, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement.", "probability": 2.49623079799301e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Competitive Restriction Exception": [ { "text": "", "score": 10.576464653015137, "probability": 0.9997442012101158 }, { "score": 2.2497310638427734, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 0.00024189920648801206 }, { "score": -1.6661505699157715, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies", "probability": 4.819352117258457e-06 }, { "score": -2.7300171852111816, "text": "This", "probability": 1.6632489498011973e-06 }, { "score": -3.1637916564941406, "text": "PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.0778824445339555e-06 }, { "score": -3.3235855102539062, "text": "said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 9.187001974176016e-07 }, { "score": -3.4204931259155273, "text": "ABW and all of their subsidiaries and related companies.", "probability": 8.338489130240205e-07 }, { "score": -3.6294972896575928, "text": "Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 6.765782181710751e-07 }, { "score": -4.016444683074951, "text": ". (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.594824141451138e-07 }, { "score": -4.0167012214660645, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.593645543842672e-07 }, { "score": -4.077821254730225, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.3212897532944397e-07 }, { "score": -4.134344577789307, "text": ".", "probability": 4.0838108675579985e-07 }, { "score": -4.418219089508057, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 3.0745423992207714e-07 }, { "score": -4.461189270019531, "text": "This Amendment shall apply to said", "probability": 2.945227007311104e-07 }, { "score": -4.552387237548828, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 2.6885121295037094e-07 }, { "score": -4.579387664794922, "text": ".", "probability": 2.6168923861696805e-07 }, { "score": -4.580941200256348, "text": ".", "probability": 2.6128301073131764e-07 }, { "score": -4.581197738647461, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.612159902051559e-07 }, { "score": -4.62738561630249, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 2.494253659858707e-07 }, { "score": -4.640507698059082, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.461737664758876e-07 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__No-Solicit Of Employees": [ { "text": "", "score": 11.812803268432617, "probability": 0.9999998671389728 }, { "score": -6.060341835021973, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.728986688368872e-08 }, { "score": -6.060375690460205, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.7289281537577024e-08 }, { "score": -6.1222357749938965, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.6252173613459825e-08 }, { "score": -6.122269630432129, "text": ".", "probability": 1.6251623398313853e-08 }, { "score": -6.122312545776367, "text": ".", "probability": 1.625092596926659e-08 }, { "score": -6.684714317321777, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 9.260408094163208e-09 }, { "score": -6.68474817276001, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 9.260094584296006e-09 }, { "score": -6.841184616088867, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 7.919102031711042e-09 }, { "score": -6.8412184715271, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 7.9188339315797e-09 }, { "score": -6.985568046569824, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 6.85442472559062e-09 }, { "score": -6.985601902008057, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 6.854192669965898e-09 }, { "score": -9.852804183959961, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 3.897141535103208e-10 }, { "score": -10.49873161315918, "text": "This", "probability": 2.0427887640104455e-10 }, { "score": -10.763473510742188, "text": "AGREED", "probability": 1.5676442548525243e-10 }, { "score": -10.798493385314941, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 1.5136956988964034e-10 }, { "score": -10.832752227783203, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED", "probability": 1.4627164671000997e-10 }, { "score": -10.867773056030273, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 1.4123775254265746e-10 }, { "score": -10.899063110351562, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 1.3688684070778285e-10 }, { "score": -10.923543930053711, "text": "AG", "probability": 1.3357642481704046e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Disparagement": [ { "text": "", "score": 10.259828567504883, "probability": 0.9999992407177746 }, { "score": -5.803912162780762, "text": ".", "probability": 1.0558584802517587e-07 }, { "score": -5.807586669921875, "text": ".", "probability": 1.0519858401053705e-07 }, { "score": -5.807951927185059, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.0516016648021868e-07 }, { "score": -5.887153625488281, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 9.715259479916556e-08 }, { "score": -5.89119291305542, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 9.676095902811732e-08 }, { "score": -6.495710372924805, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.286418816105715e-08 }, { "score": -6.499749660491943, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.26510851849185e-08 }, { "score": -6.652539253234863, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 4.519096859028862e-08 }, { "score": -6.656578540802002, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 4.5008797441233254e-08 }, { "score": -6.722818374633789, "text": "A.B. Watley, Inc.", "probability": 4.212402047255857e-08 }, { "score": -9.83816909790039, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 1.8687456161078147e-09 }, { "score": -10.104254722595215, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - --------------------------", "probability": 1.432157126264008e-09 }, { "score": -10.120298385620117, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 1.4093634161548738e-09 }, { "score": -10.203516006469727, "text": "AG", "probability": 1.2968269896066028e-09 }, { "score": -10.292560577392578, "text": "AGREED", "probability": 1.1863435535280897e-09 }, { "score": -10.311680793762207, "text": "AGREED TO BY:\n\n/s/ Steven Malin", "probability": 1.1638758859073628e-09 }, { "score": -10.33836841583252, "text": "AGREED TO BY:\n\n/", "probability": 1.1332256166747291e-09 }, { "score": -10.345205307006836, "text": "AGREED TO", "probability": 1.1255043014300832e-09 }, { "score": -10.494956970214844, "text": "AGREED TO BY", "probability": 9.689711310474878e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Termination For Convenience": [ { "text": "", "score": 11.054534912109375, "probability": 0.9999997514371464 }, { "score": -5.993444442749023, "text": ".", "probability": 3.945995000147548e-08 }, { "score": -5.994036674499512, "text": ".", "probability": 3.943658748490681e-08 }, { "score": -5.99423885345459, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.942861504281443e-08 }, { "score": -6.500107288360596, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.3774733233683606e-08 }, { "score": -6.500901699066162, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.3755853831073434e-08 }, { "score": -6.836872577667236, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.6976976432178576e-08 }, { "score": -6.837666988372803, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.696349509592062e-08 }, { "score": -7.2228922843933105, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.1540220771554005e-08 }, { "score": -7.223686695098877, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.1531056737113959e-08 }, { "score": -7.247283458709717, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.1262146302574162e-08 }, { "score": -7.248077869415283, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.1253203085747667e-08 }, { "score": -10.339564323425293, "text": "AG", "probability": 5.112821711494902e-10 }, { "score": -10.479920387268066, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 4.443291283947874e-10 }, { "score": -10.531035423278809, "text": "AGREED", "probability": 4.221879238017195e-10 }, { "score": -10.645217895507812, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 3.7663180277442506e-10 }, { "score": -10.659037590026855, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - --------------------------", "probability": 3.714626665241252e-10 }, { "score": -10.711670875549316, "text": "AGREED TO BY:\n\n/s/ Steven Malin", "probability": 3.5241698103039733e-10 }, { "score": -10.714704513549805, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96", "probability": 3.513494954857515e-10 }, { "score": -10.717537879943848, "text": "AGRE", "probability": 3.503554026123933e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Rofr/Rofo/Rofn": [ { "text": "", "score": 11.915233612060547, "probability": 0.9999998030112891 }, { "score": -5.564892768859863, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.5614004662603694e-08 }, { "score": -5.565149307250977, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.5607434529839257e-08 }, { "score": -6.1582231521606445, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.4151333723660323e-08 }, { "score": -6.158479690551758, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.4147703828898337e-08 }, { "score": -6.164528846740723, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.4062380486017163e-08 }, { "score": -6.164785385131836, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.4058773408248803e-08 }, { "score": -6.205258369445801, "text": ".", "probability": 1.3501133683192544e-08 }, { "score": -6.205399513244629, "text": ".", "probability": 1.3499228216371587e-08 }, { "score": -6.205514907836914, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.3497670568309206e-08 }, { "score": -6.636255264282227, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 8.773859273809711e-09 }, { "score": -6.63651180267334, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 8.771608730755444e-09 }, { "score": -7.095501899719238, "text": "SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.54296817074547e-09 }, { "score": -7.095758438110352, "text": "SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. 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Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96", "probability": 2.1293480956825006e-10 }, { "score": -11.218340873718262, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 1.560706098545758e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Volume Restriction": [ { "text": "", "score": 11.454218864440918, "probability": 0.9999997419757984 }, { "score": -5.878146648406982, "text": ".", "probability": 2.969266560764939e-08 }, { "score": -5.879730224609375, "text": ".", "probability": 2.9645682219713445e-08 }, { "score": -5.880156517028809, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.9633047183415684e-08 }, { "score": -5.919778823852539, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.8481874162002293e-08 }, { "score": -5.921788692474365, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.842468682560081e-08 }, { "score": -6.258340358734131, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.0301735109046102e-08 }, { "score": -6.260350227355957, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.0260972266383037e-08 }, { "score": -6.372147083282471, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.8117886073498935e-08 }, { "score": -6.374156951904297, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.8081508072533282e-08 }, { "score": -6.530781269073486, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.5460145359445102e-08 }, { "score": -6.5327911376953125, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.5429103703672818e-08 }, { "score": -8.660310745239258, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.8381065065627806e-09 }, { "score": -10.08476448059082, "text": "This", "probability": 4.42321729847413e-10 }, { "score": -10.133508682250977, "text": ". (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.2127815288690004e-10 }, { "score": -10.133934020996094, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.2109900506796094e-10 }, { "score": -10.175566673278809, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.0392746517055963e-10 }, { "score": -10.240995407104492, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 3.7834504108166906e-10 }, { "score": -10.466708183288574, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 3.018993881888062e-10 }, { "score": -10.514127731323242, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 2.87917581012673e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Ip Ownership Assignment": [ { "text": "", "score": 11.615751266479492, "probability": 0.9999997280643063 }, { "score": -5.480017185211182, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.761854373718729e-08 }, { "score": -5.480152130126953, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 3.761346764847512e-08 }, { "score": -5.857546806335449, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.578950154349813e-08 }, { "score": -5.857666015625, "text": ".", "probability": 2.5786427378579408e-08 }, { "score": -5.8576812744140625, "text": ".", "probability": 2.5786033911925284e-08 }, { "score": -6.117734909057617, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.9881295984554463e-08 }, { "score": -6.1178693771362305, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.9878622764618485e-08 }, { "score": -6.2984619140625, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.6594185857600933e-08 }, { "score": -6.2985968589782715, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.659194670767243e-08 }, { "score": -6.451173782348633, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.4244067670086234e-08 }, { "score": -6.451308250427246, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.4242152426447452e-08 }, { "score": -7.063041687011719, "text": "PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 7.72508334343256e-09 }, { "score": -7.063176155090332, "text": "PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 7.724044636156292e-09 }, { "score": -9.168383598327637, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 9.409462136011314e-10 }, { "score": -10.04941463470459, "text": "This", "probability": 3.8988621603884453e-10 }, { "score": -10.183363914489746, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 3.4100790642901915e-10 }, { "score": -10.388628005981445, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 2.777278206072236e-10 }, { "score": -10.447525978088379, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 2.6184261035672406e-10 }, { "score": -10.498180389404297, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 2.489094530867685e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Joint Ip Ownership": [ { "text": "", "score": 10.246845245361328, "probability": 0.9999978969272294 }, { "score": -4.975245952606201, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.449790106121393e-07 }, { "score": -4.976097583770752, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.447704676654817e-07 }, { "score": -5.279190540313721, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.8077044165954205e-07 }, { "score": -5.2800421714782715, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.8061655745338872e-07 }, { "score": -5.407055377960205, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.5907298316942798e-07 }, { "score": -5.407907009124756, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.589375693290305e-07 }, { "score": -5.5998687744140625, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.3117728305820673e-07 }, { "score": -5.600720405578613, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.3106561595221615e-07 }, { "score": -5.707034587860107, "text": ".", "probability": 1.1784661436754923e-07 }, { "score": -5.707761287689209, "text": ".", "probability": 1.1776100636245689e-07 }, { "score": -5.707886219024658, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.1774629524162729e-07 }, { "score": -6.380699157714844, "text": "PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 6.008254284004018e-08 }, { "score": -6.3815507888793945, "text": "PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 6.003139645613067e-08 }, { "score": -6.480493068695068, "text": "SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.437613810274672e-08 }, { "score": -6.481344699859619, "text": "SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.432984940217816e-08 }, { "score": -6.697996139526367, "text": "PC Quote, Inc.", "probability": 4.3746969812822214e-08 }, { "score": -6.698847770690918, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 4.370972938977817e-08 }, { "score": -10.427276611328125, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 1.0503693636143582e-09 }, { "score": -10.47449016571045, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 1.0019301832096933e-09 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__License Grant": [ { "text": "", "score": 9.372804641723633, "probability": 0.999996050347273 }, { "score": -4.975348949432373, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.870490026343968e-07 }, { "score": -4.977103233337402, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.860200548147946e-07 }, { "score": -5.742891311645508, "text": ".", "probability": 2.7248019536887457e-07 }, { "score": -5.744133949279785, "text": ".", "probability": 2.72141811511315e-07 }, { "score": -5.744645595550537, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.720026067831664e-07 }, { "score": -5.934175968170166, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.2504070059797787e-07 }, { "score": -5.935930252075195, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.2464626139926884e-07 }, { "score": -6.007254123687744, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.091816727246792e-07 }, { "score": -6.009008407592773, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.0881503037440702e-07 }, { "score": -6.161128044128418, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.7934820605262346e-07 }, { "score": -6.162882328033447, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.790338541931717e-07 }, { "score": -6.3081955909729, "text": "SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.5481976820564868e-07 }, { "score": -6.30994987487793, "text": "SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.545484084687074e-07 }, { "score": -6.468929290771484, "text": "PC Quote, Inc.", "probability": 1.3183194332310698e-07 }, { "score": -6.470683574676514, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.3160087540539054e-07 }, { "score": -6.698123931884766, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.048293000747559e-07 }, { "score": -7.977183818817139, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 2.917386944900786e-08 }, { "score": -8.74421501159668, "text": ". (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.3548044695061834e-08 }, { "score": -8.744726181030273, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.3541121118439883e-08 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Transferable License": [ { "text": "", "score": 11.09962272644043, "probability": 0.9999991976386883 }, { "score": -5.132828712463379, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 8.919398420654105e-08 }, { "score": -5.134160995483398, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 8.907523169943444e-08 }, { "score": -5.406970977783203, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 6.780739978490504e-08 }, { "score": -5.408303260803223, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 6.771712128914695e-08 }, { "score": -5.5375261306762695, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.9508322544533834e-08 }, { "score": -5.538858413696289, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.942909340639479e-08 }, { "score": -5.561646938323975, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.8090106758825596e-08 }, { "score": -5.562979221343994, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.80127658274044e-08 }, { "score": -5.641544818878174, "text": ".", "probability": 5.362940343774998e-08 }, { "score": -5.642650127410889, "text": ".", "probability": 5.357015914816682e-08 }, { "score": -5.642877101898193, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.3558001468553076e-08 }, { "score": -6.503621578216553, "text": "PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.2646849105856165e-08 }, { "score": -6.504953861236572, "text": "PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.2616697183242667e-08 }, { "score": -6.509244918823242, "text": "SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.2519855558300574e-08 }, { "score": -6.510577201843262, "text": "SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.2489872714378787e-08 }, { "score": -9.642951965332031, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 9.8087558003748e-10 }, { "score": -10.222830772399902, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 5.492571971235817e-10 }, { "score": -10.32843017578125, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 4.942134017938891e-10 }, { "score": -10.374202728271484, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 4.72101903181869e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Affiliate License-Licensor": [ { "text": "", "score": 11.072458267211914, "probability": 0.9999984175552304 }, { "score": -2.9519894123077393, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 8.114449724489567e-07 }, { "score": -5.239344120025635, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 8.238981848970277e-08 }, { "score": -5.240370750427246, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 8.23052780006014e-08 }, { "score": -5.554841041564941, "text": ".", "probability": 6.009730182192948e-08 }, { "score": -5.555605888366699, "text": ".", "probability": 6.005135416653525e-08 }, { "score": -5.555867671966553, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 6.003563576436517e-08 }, { "score": -5.827347755432129, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 4.576219126021623e-08 }, { "score": -5.82837438583374, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 4.571523451116146e-08 }, { "score": -6.0267133712768555, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 3.749068926987602e-08 }, { "score": -6.027740001678467, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.745221993876542e-08 }, { "score": -6.053891181945801, "text": "This", "probability": 3.648549576611222e-08 }, { "score": -6.216175556182861, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 3.101994643958725e-08 }, { "score": -6.217202186584473, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.0988116760969506e-08 }, { "score": -6.3076090812683105, "text": "A.B. Watley, Inc.", "probability": 2.830948495792098e-08 }, { "score": -6.330005645751953, "text": "SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.7682497147218756e-08 }, { "score": -6.3310322761535645, "text": "SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.7654092037324438e-08 }, { "score": -6.3699049949646, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies", "probability": 2.659972805725362e-08 }, { "score": -6.412384986877441, "text": "PC Quote, Inc.", "probability": 2.5493435825305068e-08 }, { "score": -6.413411617279053, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.5467276919107028e-08 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Affiliate License-Licensee": [ { "text": "", "score": 11.589851379394531, "probability": 0.999999584475925 }, { "score": -4.558969497680664, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 9.697415932940765e-08 }, { "score": -5.418561935424805, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 4.105251523947323e-08 }, { "score": -5.4188008308410645, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 4.1042709153117764e-08 }, { "score": -5.734618186950684, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.992804064318505e-08 }, { "score": -5.73478889465332, "text": ".", "probability": 2.992293213216593e-08 }, { "score": -5.734857082366943, "text": ".", "probability": 2.9920891825401653e-08 }, { "score": -6.348244667053223, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.620256195288472e-08 }, { "score": -6.348483562469482, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.6198691697414066e-08 }, { "score": -6.395367622375488, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.5456759560229113e-08 }, { "score": -6.395606517791748, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.5453067452251343e-08 }, { "score": -6.478848457336426, "text": "PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.4218807849671787e-08 }, { "score": -6.4790873527526855, "text": "PC Quote, Inc.", "probability": 1.4215411447360447e-08 }, { "score": -6.53469181060791, "text": "A.B. Watley, Inc.", "probability": 1.3446545479961136e-08 }, { "score": -6.590519905090332, "text": "PCQ\") and A.B. Watley, Inc.", "probability": 1.271642082885376e-08 }, { "score": -7.143476486206055, "text": "ABW and all of their subsidiaries and related companies.", "probability": 7.315076964077033e-09 }, { "score": -7.357219696044922, "text": "This", "probability": 5.907332323331803e-09 }, { "score": -7.4510345458984375, "text": "PCQ and ABW and all of their subsidiaries and related companies.", "probability": 5.37833849273583e-09 }, { "score": -7.464926719665527, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 5.304138274317015e-09 }, { "score": -7.550386905670166, "text": "said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.869674691276626e-09 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.135761260986328, "probability": 0.9999993014374106 }, { "score": -5.118345260620117, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 8.728325344465834e-08 }, { "score": -5.118348121643066, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 8.728300372562438e-08 }, { "score": -5.400642395019531, "text": ".", "probability": 6.581590209950265e-08 }, { "score": -5.4006476402282715, "text": ".", "probability": 6.581555688226309e-08 }, { "score": -5.4006500244140625, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 6.58153999659346e-08 }, { "score": -5.463847637176514, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 6.178472960870788e-08 }, { "score": -5.463850021362305, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 6.178458230260904e-08 }, { "score": -5.506360054016113, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.9213160526894225e-08 }, { "score": -5.506362438201904, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.921301935188655e-08 }, { "score": -5.988586902618408, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 3.6558619088812064e-08 }, { "score": -5.988589286804199, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.6558531926375797e-08 }, { "score": -7.917690277099609, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 5.311177702964388e-09 }, { "score": -9.140823364257812, "text": "This", "probability": 1.5631148248548154e-09 }, { "score": -9.677762031555176, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 9.136952805868897e-10 }, { "score": -9.771174430847168, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 8.322099273591786e-10 }, { "score": -9.907926559448242, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED", "probability": 7.258421717671717e-10 }, { "score": -9.925990104675293, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 7.128485971868049e-10 }, { "score": -9.96005630493164, "text": ". (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 6.889735294275834e-10 }, { "score": -9.960063934326172, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 6.889682729967576e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.644460678100586, "probability": 0.999999802494928 }, { "score": -5.828584671020508, "text": ".", "probability": 2.5796021905252663e-08 }, { "score": -5.83001184463501, "text": ".", "probability": 2.575923276192212e-08 }, { "score": -5.830327033996582, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.575111500517579e-08 }, { "score": -5.883001804351807, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.4429786769032534e-08 }, { "score": -5.884744167327881, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.4387258273849605e-08 }, { "score": -6.3092169761657715, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.5952060170347294e-08 }, { "score": -6.310959339141846, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.5924290091118753e-08 }, { "score": -6.8003034591674805, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 9.762041046448694e-09 }, { "score": -6.802045822143555, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 9.745046836898503e-09 }, { "score": -6.850927352905273, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 9.280149053191635e-09 }, { "score": -6.852669715881348, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 9.263993743362823e-09 }, { "score": -10.490938186645508, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 2.436230256343684e-10 }, { "score": -10.531742095947266, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 2.338823343838653e-10 }, { "score": -10.746368408203125, "text": "AGREED", "probability": 1.8870629886305366e-10 }, { "score": -10.860027313232422, "text": "AG", "probability": 1.684321380438044e-10 }, { "score": -10.910667419433594, "text": "AGRE", "probability": 1.601150822723165e-10 }, { "score": -10.940332412719727, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.5543502950215106e-10 }, { "score": -10.954887390136719, "text": "AGREED TO BY", "probability": 1.5318906081973644e-10 }, { "score": -10.9713134765625, "text": "AGREED TO", "probability": 1.506933178280288e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Source Code Escrow": [ { "text": "", "score": 11.994226455688477, "probability": 0.9999998921401353 }, { "score": -6.049396514892578, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.457988382592896e-08 }, { "score": -6.049710750579834, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.4575303025877929e-08 }, { "score": -6.117551803588867, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.3619294081270616e-08 }, { "score": -6.117680549621582, "text": ".", "probability": 1.3617540764058014e-08 }, { "score": -6.117866039276123, "text": ".", "probability": 1.3615015085376866e-08 }, { "score": -6.838413238525391, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 6.623513934073585e-09 }, { "score": -6.8387274742126465, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 6.621432916602565e-09 }, { "score": -6.954714775085449, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.89629683230893e-09 }, { "score": -6.955029010772705, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.89444429650324e-09 }, { "score": -6.983997344970703, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.7261415584985114e-09 }, { "score": -6.984311580657959, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.724342483152195e-09 }, { "score": -9.827912330627441, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 3.332464218119661e-10 }, { "score": -10.183687210083008, "text": "This", "probability": 2.3348255007352094e-10 }, { "score": -10.632887840270996, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED", "probability": 1.4899410063518812e-10 }, { "score": -10.660593032836914, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96 -------------- ----------------", "probability": 1.4492284821558686e-10 }, { "score": -10.699142456054688, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 1.394424674284917e-10 }, { "score": -10.754768371582031, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 1.3189764179086062e-10 }, { "score": -10.858003616333008, "text": "AGREED", "probability": 1.189604322889696e-10 }, { "score": -10.88570785522461, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96 -------------- ----------------", "probability": 1.1570995791250221e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Post-Termination Services": [ { "text": "", "score": 12.193775177001953, "probability": 0.9999999357098307 }, { "score": -6.198536396026611, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.0287753421533243e-08 }, { "score": -6.198753356933594, "text": ".", "probability": 1.0285521623335332e-08 }, { "score": -6.1990251541137695, "text": ".", "probability": 1.0282726427441861e-08 }, { "score": -6.538430213928223, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 7.323295134909114e-09 }, { "score": -6.538918972015381, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 7.319716689755521e-09 }, { "score": -7.227038383483887, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.6783056029603455e-09 }, { "score": -7.227527141571045, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 3.6765082406233283e-09 }, { "score": -7.535178184509277, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.7028652421877195e-09 }, { "score": -7.5356669425964355, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.701544517725774e-09 }, { "score": -7.537901401519775, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.6955147665957327e-09 }, { "score": -7.538390159606934, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.6941976338603626e-09 }, { "score": -10.885702133178711, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 9.477860910595946e-11 }, { "score": -10.926921844482422, "text": "AGREED", "probability": 9.095128469509199e-11 }, { "score": -11.041482925415039, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 8.110648729436114e-11 }, { "score": -11.059731483459473, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 7.96398337103369e-11 }, { "score": -11.114751815795898, "text": "AGREED TO BY:\n\n/", "probability": 7.537638719867545e-11 }, { "score": -11.121721267700195, "text": "AG", "probability": 7.485288148634634e-11 }, { "score": -11.135065078735352, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - --------------------------", "probability": 7.38606932884195e-11 }, { "score": -11.165393829345703, "text": "AGREED TO", "probability": 7.165421966558405e-11 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Audit Rights": [ { "text": "", "score": 12.087909698486328, "probability": 0.9999999142310896 }, { "score": -5.839656829833984, "text": ".", "probability": 1.6374073878065212e-08 }, { "score": -5.841306209564209, "text": ".", "probability": 1.6347089072722585e-08 }, { "score": -5.8415656089782715, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.6342849197329862e-08 }, { "score": -6.410895347595215, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 9.248493793181016e-09 }, { "score": -6.412804126739502, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 9.230857298553874e-09 }, { "score": -7.138763904571533, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 4.46644213222167e-09 }, { "score": -7.14067268371582, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 4.457924812058093e-09 }, { "score": -7.198598861694336, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 4.207031074650971e-09 }, { "score": -7.200507640838623, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 4.199008440630389e-09 }, { "score": -10.866437911987305, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 1.0741216240805487e-10 }, { "score": -10.902955055236816, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.035605303894027e-10 }, { "score": -10.940717697143555, "text": "AG", "probability": 9.972272995956194e-11 }, { "score": -11.040018081665039, "text": "AGREED TO BY:\n\n/s/ Steven Malin", "probability": 9.029600788780216e-11 }, { "score": -11.05465316772461, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - --------------------------", "probability": 8.898414109838952e-11 }, { "score": -11.076417922973633, "text": "AGREED", "probability": 8.70683470665459e-11 }, { "score": -11.082448959350586, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 8.654481500544468e-11 }, { "score": -11.0909423828125, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96", "probability": 8.581286601963573e-11 }, { "score": -11.196094512939453, "text": "AGRE", "probability": 7.724767503833826e-11 }, { "score": -11.316399574279785, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 6.849164434024082e-11 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Uncapped Liability": [ { "text": "", "score": 12.084495544433594, "probability": 0.9999993790393701 }, { "score": -2.492795944213867, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.668339968468571e-07 }, { "score": -6.090047836303711, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.2790744651096295e-08 }, { "score": -6.090087890625, "text": ".", "probability": 1.2790232336760784e-08 }, { "score": -6.090580940246582, "text": ".", "probability": 1.2783927671931223e-08 }, { "score": -6.258190631866455, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.0811161143209048e-08 }, { "score": -6.258723735809326, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.0805399206568621e-08 }, { "score": -6.280621528625488, "text": "This", "probability": 1.0571356673036798e-08 }, { "score": -6.302814483642578, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.0339331218322264e-08 }, { "score": -6.302854537963867, "text": ". (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.0338917091721567e-08 }, { "score": -6.4709577560424805, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 8.73914112606294e-09 }, { "score": -6.514745712280273, "text": ".", "probability": 8.364729186111339e-09 }, { "score": -6.542739391326904, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 8.133816765331524e-09 }, { "score": -6.543272495269775, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 8.129481751152579e-09 }, { "score": -6.75550651550293, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 6.574924900681825e-09 }, { "score": -6.7829694747924805, "text": "ABW and all of their subsidiaries and related companies.", "probability": 6.396814913744441e-09 }, { "score": -6.838640213012695, "text": "said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 6.050430693633726e-09 }, { "score": -7.1345014572143555, "text": "PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.500858760956873e-09 }, { "score": -7.538997173309326, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 3.0034826486341594e-09 }, { "score": -7.539530277252197, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 3.0018819069106008e-09 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Cap On Liability": [ { "text": "", "score": 11.902935028076172, "probability": 0.9999998385950203 }, { "score": -5.489348411560059, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.7965797227282195e-08 }, { "score": -5.489348411560059, "text": ".", "probability": 2.7965797227282195e-08 }, { "score": -5.489349842071533, "text": ".", "probability": 2.7965757221916977e-08 }, { "score": -5.8031158447265625, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 2.043429879976879e-08 }, { "score": -5.803117275238037, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 2.043426956829079e-08 }, { "score": -6.431937217712402, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.0895974725075926e-08 }, { "score": -6.431938648223877, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.0895959138270205e-08 }, { "score": -7.117108345031738, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.491614554913068e-09 }, { "score": -7.117109775543213, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.491606699101052e-09 }, { "score": -8.687460899353027, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 1.1421012278013255e-09 }, { "score": -9.859554290771484, "text": "AG", "probability": 3.5372919541345135e-10 }, { "score": -9.884448051452637, "text": "This", "probability": 3.450322445040979e-10 }, { "score": -9.88957405090332, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 3.4326813468407766e-10 }, { "score": -9.996672630310059, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 3.0840482786959835e-10 }, { "score": -10.01858139038086, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96 -------------- ----------------", "probability": 3.0172153910211323e-10 }, { "score": -10.067670822143555, "text": "AGREED", "probability": 2.8726786393636e-10 }, { "score": -10.146543502807617, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 2.6548077397144313e-10 }, { "score": -10.146543502807617, "text": ". (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 2.6548077397144313e-10 }, { "score": -10.200966835021973, "text": "AGREED TO BY", "probability": 2.5141855281523947e-10 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Liquidated Damages": [ { "text": "", "score": 11.763399124145508, "probability": 0.9999998613537217 }, { "score": -5.971567630767822, "text": ".", "probability": 1.985188457408962e-08 }, { "score": -5.97166109085083, "text": ".", "probability": 1.9850029302007756e-08 }, { "score": -5.97166633605957, "text": ". (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.9849925184733626e-08 }, { "score": -6.20229434967041, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.576153100161807e-08 }, { "score": -6.202393054962158, "text": "This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.5759975331879836e-08 }, { "score": -6.426836967468262, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 1.2591595992303695e-08 }, { "score": -6.42693567276001, "text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 1.2590353196483972e-08 }, { "score": -7.265739917755127, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 5.441891248367805e-09 }, { "score": -7.265838623046875, "text": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 5.441354131413052e-09 }, { "score": -7.3764119148254395, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc.", "probability": 4.8717570341644726e-09 }, { "score": -7.3765106201171875, "text": "CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.", "probability": 4.871276189696427e-09 }, { "score": -9.789976119995117, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "probability": 4.3600152155222897e-10 }, { "score": -10.457212448120117, "text": "This", "probability": 2.237231623186996e-10 }, { "score": -10.533480644226074, "text": "AG", "probability": 2.072946495459615e-10 }, { "score": -10.57647705078125, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer -", "probability": 1.9857061945131258e-10 }, { "score": -10.584613800048828, "text": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]", "probability": 1.9696145566815395e-10 }, { "score": -10.72403335571289, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer", "probability": 1.7132948191239507e-10 }, { "score": -10.751991271972656, "text": "AGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. 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(hereinafter referred to as 'IMPCO',", "probability": 0.023221090546780593 }, { "score": 10.879250526428223, "text": "MINDA IMPCO TECHNOLOGIES LIMITED This Joint Venture Agreement (Agreement) is made and executed on this the 18th day of May, 2001 BETWEEN IMPCO Technologies Inc., a company incorporated under the laws of the State of Delaware U.S.A. and having its principal office of business at 16804 Gridley Place, Cerritos, California 90703, U.S.A. (hereinafter referred to as 'IMPCO',", "probability": 0.022521682526551245 }, { "score": 10.812324523925781, "text": "IMPCO Technologies Inc., a company incorporated under the laws of the State of Delaware U.S.A. and having its principal office of business at 16804 Gridley Place, Cerritos, California 90703, U.S.A. (hereinafter referred to as 'IMPCO', which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns), through Ms. Pearl Kamdar a duly authorized person and Director of Asia-Pacific Operations, AND MINDA INDUSTRIES LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 36-A, Rajasthan Udyog Nagar, Delhi-110 033, India, (hereinafter referred to as 'MIL', which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns), through Mr. Nirmal K. Minda", "probability": 0.02106372803035739 }, { "score": 10.781742095947266, "text": "MINDA IMPCO TECHNOLOGIES LIMITED This Joint Venture Agreement (Agreement) is made and executed on this the 18th day of May, 2001 BETWEEN IMPCO Technologies Inc., a company incorporated under the laws of the State of Delaware U.S.A. and having its principal office of business at 16804 Gridley Place, Cerritos, California 90703, U.S.A. (hereinafter referred to as 'IMPCO', which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns), through Ms. Pearl Kamdar a duly authorized person and Director of Asia-Pacific Operations, AND MINDA INDUSTRIES LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 36-A, Rajasthan Udyog Nagar, Delhi-110 033, India, (hereinafter referred to as 'MIL', which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns), through Mr. Nirmal K. Minda", "probability": 0.020429298726071157 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Agreement Date": [ { "score": 15.659209251403809, "text": "18th day of May, 2001", "probability": 0.9696879884329395 }, { "score": 11.372753143310547, "text": "the 18th day of May, 2001", "probability": 0.013336681551057331 }, { "text": "", "score": 11.09506607055664, "probability": 0.010102987553628909 }, { "score": 10.31696605682373, "text": "this the 18th day of May, 2001", "probability": 0.00464007794117394 }, { "score": 7.998966693878174, "text": "This Joint Venture Agreement (Agreement) is made and executed on this the 18th day of May, 2001", "probability": 0.000456910294635527 }, { "score": 7.721141815185547, "text": "May 18, 2001", "probability": 0.0003460773140500033 }, { "score": 7.507562160491943, "text": "th day of May, 2001", "probability": 0.0002795224318425408 }, { "score": 7.396015167236328, "text": "18th day of May", "probability": 0.00025001865952041334 }, { "score": 7.0865349769592285, "text": "18th day of May,", "probability": 0.0001834707699317989 }, { "score": 7.082266330718994, "text": "May, 2001", "probability": 0.0001826892672853718 }, { "score": 6.525735855102539, "text": "18", "probability": 0.00010471645208609877 }, { "score": 6.108120918273926, "text": "on this the 18th day of May, 2001", "probability": 6.896790863736403e-05 }, { "score": 5.896284103393555, "text": "Joint Venture Agreement (Agreement) is made and executed on this the 18th day of May, 2001", "probability": 5.5801708618173407e-05 }, { "score": 5.864694595336914, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "probability": 5.406651140072334e-05 }, { "score": 5.755583763122559, "text": "May 18, 2001", "probability": 4.8477712151103384e-05 }, { "score": 5.691730499267578, "text": "day of May, 2001", "probability": 4.547900928845725e-05 }, { "score": 5.686003684997559, "text": "of May, 2001", "probability": 4.521930380140579e-05 }, { "score": 5.6496076583862305, "text": ", 2001", "probability": 4.360309108594229e-05 }, { "score": 5.442315101623535, "text": "18th day", "probability": 3.5439800183072266e-05 }, { "score": 5.334080696105957, "text": "is made and executed on this the 18th day of May, 2001", "probability": 3.180428668219851e-05 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Effective Date": [ { "score": 15.523031234741211, "text": "18th day of May, 2001", "probability": 0.4444575513443022 }, { "score": 15.012887954711914, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "probability": 0.26685655659742963 }, { "score": 14.66756820678711, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "probability": 0.18893282430097788 }, { "score": 13.494470596313477, "text": "\"Effective Date\" shall mean the date on which the Parties sign and execute this Agreement .", "probability": 0.05845714457611952 }, { "score": 11.708356857299805, "text": "Subject to the provisions of the Act, a resolution circulated and signed by all Directors shall be effective, as a resolution duly passed at a meeting of Directors.", "probability": 0.009798018539772193 }, { "text": "", "score": 11.641371726989746, "probability": 0.009163196173876682 }, { "score": 11.524691581726074, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing", "probability": 0.008154051333207497 }, { "score": 10.769268989562988, "text": "the 18th day of May, 2001", "probability": 0.003830871441301711 }, { "score": 10.647140502929688, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing", "probability": 0.0033904539502107064 }, { "score": 10.468178749084473, "text": "Subject to the provisions of the Act, a resolution circulated and signed by all Directors shall be effective, as a resolution duly passed at a meeting of Directors.", "probability": 0.002834886970857675 }, { "score": 10.173933029174805, "text": "this the 18th day of May, 2001", "probability": 0.002112255528269104 }, { "score": 9.115547180175781, "text": "This Joint Venture Agreement (Agreement) is made and executed on this the 18th day of May, 2001", "probability": 0.0007329853954032193 }, { "score": 8.537690162658691, "text": "\"Effective Date\" shall mean the date on which the Parties sign and execute this Agreement", "probability": 0.0004112777429048518 }, { "score": 7.805322647094727, "text": "Subject to the provisions of the Act, a resolution circulated and signed by all Directors shall be effective, as a resolution duly passed at a meeting of Directors", "probability": 0.00019772975886021927 }, { "score": 7.759768962860107, "text": "th day of May, 2001", "probability": 0.00018892451806236732 }, { "score": 7.407134056091309, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing. 16.2 A party shall be automatically excluded from the provisions of this Agreement if it ceases to be a shareholder in the JVC. In such event, such party shall cause all its Directors and other nominees and representatives to resign from their positions held in the JVC, immediately. 16.3 Even if this Agreement is terminated or a party is excluded from this Agreement, the claims and the liabilities of each party, existent at the time of the termination or exclusion or which shall be subsequently incurred by the cause(s) existent at the time of termination or exclusion, shall survive and be effective until they are fully performed/discharged.", "probability": 0.0001327825268137492 }, { "score": 7.102494716644287, "text": "Effective Date\" shall mean the date on which the Parties sign and execute this Agreement .", "probability": 9.791241100222953e-05 }, { "score": 6.987521648406982, "text": "May, 2001", "probability": 8.727815875868632e-05 }, { "score": 6.943716526031494, "text": "This Agreement shall become effective on the date of execution", "probability": 8.353745742018549e-05 }, { "score": 6.897459506988525, "text": "18th day of May,", "probability": 7.976127444987985e-05 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Expiration Date": [ { "score": 15.876022338867188, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "probability": 0.5102560406340573 }, { "score": 15.719874382019043, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "probability": 0.43648965859477906 }, { "score": 12.801108360290527, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing", "probability": 0.02357056438268682 }, { "score": 12.540153503417969, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing", "probability": 0.018156775643678652 }, { "text": "", "score": 11.639337539672852, "probability": 0.007375973112674166 }, { "score": 10.444879531860352, "text": "The financial year of the JVC shall be from 1st April to 31st March of each year.", "probability": 0.002233946680738064 }, { "score": 8.80455207824707, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing. 16.2 A party shall be automatically excluded from the provisions of this Agreement if it ceases to be a shareholder in the JVC. In such event, such party shall cause all its Directors and other nominees and representatives to resign from their positions held in the JVC, immediately. 16.3 Even if this Agreement is terminated or a party is excluded from this Agreement, the claims and the liabilities of each party, existent at the time of the termination or exclusion or which shall be subsequently incurred by the cause(s) existent at the time of termination or exclusion, shall survive and be effective until they are fully performed/discharged. 16.4 If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.00043319919573563776 }, { "score": 8.121482849121094, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00021879351462023773 }, { "score": 8.041023254394531, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0002018790659507575 }, { "score": 7.818057060241699, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.00016153189905930687 }, { "score": 7.796299934387207, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00015805538580951974 }, { "score": 7.715839862823486, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00014583639965811635 }, { "score": 7.509803771972656, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.0001186822023488335 }, { "score": 7.476479530334473, "text": "16.1 This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "probability": 0.00011479238060504079 }, { "score": 7.3249616622924805, "text": ".", "probability": 9.865286189142466e-05 }, { "score": 7.137691974639893, "text": ".", "probability": 8.180493361665696e-05 }, { "score": 6.856873035430908, "text": "After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.\n\n b) The Parties agree that they will render full co-operation and execute all necessary documents, including consents and no-objection certificates to the Government of India, to ensure that all necessary government approvals can be procured to give effect to the provisions of this Article. 15.3 The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower; and ARTICLE - 16 TERM AND TERMINATION 16.1 This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "probability": 6.177622710265435e-05 }, { "score": 6.4745025634765625, "text": "The financial year of the JVC shall be from 1st April to 31st March of each year.", "probability": 4.2146352469047146e-05 }, { "score": 6.465559005737305, "text": "This", "probability": 4.177109470330424e-05 }, { "score": 6.374078750610352, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing. 16.2 A party shall be automatically excluded from the provisions of this Agreement if it ceases to be a shareholder in the JVC. In such event, such party shall cause all its Directors and other nominees and representatives to resign from their positions held in the JVC, immediately. 16.3 Even if this Agreement is terminated or a party is excluded from this Agreement, the claims and the liabilities of each party, existent at the time of the termination or exclusion or which shall be subsequently incurred by the cause(s) existent at the time of termination or exclusion, shall survive and be effective until they are fully performed/discharged. 16.4 If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 3.811943781558733e-05 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Renewal Term": [ { "text": "", "score": 11.457773208618164, "probability": 0.9312704174689007 }, { "score": 8.725252151489258, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "probability": 0.06058386703715698 }, { "score": 5.323267936706543, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00201787387976705 }, { "score": 4.625367641448975, "text": "No party hereto may transfer its shares in the JVC for a period of five (5) years from the date of allotment except as provided above.", "probability": 0.0010041527258517215 }, { "score": 4.616527080535889, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0009953145771711051 }, { "score": 4.571837902069092, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.0009518140277301507 }, { "score": 4.289510726928711, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0007176934238231872 }, { "score": 3.961503744125366, "text": "No party hereto may transfer its shares in the JVC for a period of five (5) years from the date of allotment except as provided above. 6.2 After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding.", "probability": 0.0005169961919125654 }, { "score": 3.860731601715088, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.00046743643255132327 }, { "score": 3.5827696323394775, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0003540015872765182 }, { "score": 3.266648530960083, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing", "probability": 0.00025805694963337237 }, { "score": 3.0897164344787598, "text": "No party hereto may transfer its shares in the JVC for a period of five (5) years from the date of allotment except as provided above. 6.2 After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding. .", "probability": 0.00021620957655107942 }, { "score": 2.64958119392395, "text": "If the term of office of the Original IMPCO Director is determined before he so returns to the State as aforesaid, any provision for the automatic re- appointment of retiring Director, in default of another appointment, shall apply to the Original IMPCO Director and not to the Alternate Director.", "probability": 0.00013922801133906204 }, { "score": 2.5066514015197754, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00012068491803287931 }, { "score": 2.4942197799682617, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00011919389591872142 }, { "score": 1.7783362865447998, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing. 16.2 A party shall be automatically excluded from the provisions of this Agreement if it ceases to be a shareholder in the JVC.", "probability": 5.8257221042707136e-05 }, { "score": 1.7508559226989746, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 5.667808835712456e-05 }, { "score": 1.73842453956604, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 5.5977862729715924e-05 }, { "score": 1.6600830554962158, "text": "16.1 This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "probability": 5.175985351525549e-05 }, { "score": 1.5063984394073486, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 4.438627073869343e-05 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.765952110290527, "probability": 0.9475595417166209 }, { "score": 8.207342147827148, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "probability": 0.026984963767536327 }, { "score": 7.659519195556641, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.015602901040644155 }, { "score": 5.179155349731445, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0013061619337049483 }, { "score": 5.055453777313232, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0011541815093701424 }, { "score": 4.821989059448242, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0009138642194187283 }, { "score": 4.698287487030029, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0008075301820626615 }, { "score": 4.575588703155518, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.0007142847180937299 }, { "score": 4.541478633880615, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.000690331266263594 }, { "score": 4.453731536865234, "text": "the receipt of the written notice from the non-defaulting Party. It is clarified that the time period required to obtain Government approvals, if any, for such transfer will not be included for the purpose of calculation of the period of one (1) month stated above. It is further clarified that such transfer shall be free of all liens, charges and encumbrances in return for the payment of the purchase price stated in the offer. OR After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.", "probability": 0.0006323382656372934 }, { "score": 4.342708110809326, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA", "probability": 0.000565890759605544 }, { "score": 4.327335357666016, "text": "The Parties agree that in the event of termination of this Agreement due to any of the reasons mentioned in Article 16 above (and consequent termination of the TAA) the JVC and/or MINDA/MIL will not be entitled to use the Technical Know-How for any reason whatsoever. Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.0005572579854138803 }, { "score": 4.312141418457031, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.0005488550400355016 }, { "score": 4.149631500244141, "text": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing", "probability": 0.0004665309880548752 }, { "score": 4.120734214782715, "text": "commence within a period of seven (7) working days of the issue of notice in writing by either party calling for the same (hereinafter called 'the Notice').", "probability": 0.00045324243517713556 }, { "score": 3.761579990386963, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be", "probability": 0.0003164840783420859 }, { "score": 3.610805034637451, "text": "(iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.0002721893541819387 }, { "score": 3.34151291847229, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA. 16A.2 The Parties agree that in the event of termination of the JVA (and consequently the Technology License Agreement) neither Party is agreeable to the sale of its shareholding to the other party or conversely the purchase of the shareholding of the other party, the parties will proceed to dissolve the JVC by the mechanism of voluntary winding up.", "probability": 0.0002079309104047725 }, { "score": 2.8712847232818604, "text": "After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.", "probability": 0.000129927638403761 }, { "score": 2.754375457763672, "text": "the receipt of the written notice from the non-defaulting Party. It is clarified that the time period required to obtain Government approvals, if any, for such transfer will not be included for the purpose of calculation of the period of one (1) month stated above.", "probability": 0.00011559219102842383 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Governing Law": [ { "score": 15.009716033935547, "text": "This Agreement shall be governed by and construed in accordance with the laws of India and the Delhi Courts shall have exclusive jurisdiction over any legal proceedings in respect of this Agreement.", "probability": 0.704734708591197 }, { "score": 13.131343841552734, "text": "The Parties hereby agree to incorporate the JVC in accordance with the laws of India for the purpose of marketing and selling the Products.", "probability": 0.1077107334405554 }, { "score": 12.933492660522461, "text": "The M&A shall be in accordance with the law for the time being in force in India.", "probability": 0.08837578958936741 }, { "text": "", "score": 12.188236236572266, "probability": 0.041944261709966166 }, { "score": 12.081840515136719, "text": "The Parties hereby agree to incorporate the JVC in accordance with the laws of India for the purpose of marketing and selling the Products.", "probability": 0.037710776911458146 }, { "score": 10.115697860717773, "text": "This Agreement shall be governed by and construed in accordance with the laws of India and the Delhi Courts shall have exclusive jurisdiction over any legal proceedings in respect of this Agreement", "probability": 0.005279351450902308 }, { "score": 9.893698692321777, "text": "The Parties hereby agree to incorporate the JVC in accordance with the laws of India for the purpose of marketing and selling the Products", "probability": 0.004228317207034191 }, { "score": 9.686419486999512, "text": "The M&A shall be in accordance with the law for the time being in force in India", "probability": 0.003436745284155495 }, { "score": 8.838623046875, "text": "This Agreement shall be governed by and construed in accordance with the laws of India and", "probability": 0.0014721566655769847 }, { "score": 8.76738166809082, "text": "(iv) the laws of the United States prohibiting or restricting business dealings with Persons of or in Cuba, Iran, Iraq, Libya, Federal Republic of Yugoslavia (Serbia and Montenegro), Republic of Bosnia and Herzegovina, North Korea and UNITA (Angola) or persons owned or controlled by any of the foregoing (including any of the \"specially designated nationals\" specified under such laws.", "probability": 0.0013709268806220793 }, { "score": 8.510187149047852, "text": "The Parties hereby agree to incorporate the JVC in accordance with the laws of India for the purpose of marketing and selling the Products", "probability": 0.001060025057754246 }, { "score": 8.147889137268066, "text": "The M&A shall be in accordance with the law for the time being in force in India. Those provisions of this Agreement which are in conformity with the Act, shall be reflected in the M&A.", "probability": 0.0007378568343881295 }, { "score": 7.85709285736084, "text": "the laws of the United States prohibiting or restricting business dealings with Persons of or in Cuba, Iran, Iraq, Libya, Federal Republic of Yugoslavia (Serbia and Montenegro), Republic of Bosnia and Herzegovina, North Korea and UNITA (Angola) or persons owned or controlled by any of the foregoing (including any of the \"specially designated nationals\" specified under such laws.", "probability": 0.0005516719270471507 }, { "score": 7.343807220458984, "text": "Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India and the Delhi Courts shall have exclusive jurisdiction over any legal proceedings in respect of this Agreement.", "probability": 0.0003301898848552236 }, { "score": 7.328334331512451, "text": "obligations inter se shall be governed by this Agreement which shall also prevail in the event of any ambiguity or inconsistency between the two documents.", "probability": 0.0003251202157926332 }, { "score": 6.905612945556641, "text": "laws of the United States prohibiting or restricting business dealings with Persons of or in Cuba, Iran, Iraq, Libya, Federal Republic of Yugoslavia (Serbia and Montenegro), Republic of Bosnia and Herzegovina, North Korea and UNITA (Angola) or persons owned or controlled by any of the foregoing (including any of the \"specially designated nationals\" specified under such laws.", "probability": 0.00021303865385149332 }, { "score": 6.580025672912598, "text": "The M&A shall be in accordance with the law for the time being in force in India. Those provisions of this Agreement which are in conformity with the Act, shall be reflected in the M&A. 3.2 The Parties agree that the M&A shall, inter alia, to the extent possible and as permitted by law, incorporate and reflect the understanding contained in this Agreement and the Parties expressly agree that whether or not the M&A fully incorporates the stipulations hereof, or any of them, the Parties' rights and", "probability": 0.00015383588465070315 }, { "score": 6.528457164764404, "text": "This Agreement shall be governed by and construed in accordance with the laws of India", "probability": 0.0001461038750876083 }, { "score": 6.261396884918213, "text": "3.1 The M&A shall be in accordance with the law for the time being in force in India.", "probability": 0.00011186105962061704 }, { "score": 6.212555408477783, "text": "\"Territory\" shall mean the geographical area under the jurisdiction of the Government of the Republic of India.", "probability": 0.00010652887611702041 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Most Favored Nation": [ { "score": 13.571284294128418, "text": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.", "probability": 0.5144805375729025 }, { "score": 12.151394844055176, "text": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares", "probability": 0.12437090578666025 }, { "text": "", "score": 12.040718078613281, "probability": 0.11134032605315096 }, { "score": 11.287023544311523, "text": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof. If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.", "probability": 0.052399496206189236 }, { "score": 11.22299575805664, "text": "The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower; and", "probability": 0.049149623711351356 }, { "score": 10.76290512084961, "text": "The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower;", "probability": 0.031024541526563386 }, { "score": 10.488073348999023, "text": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.\n\n b) Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.", "probability": 0.023569341572632775 }, { "score": 10.398382186889648, "text": "After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.\n\n b) The Parties agree that they will render full co-operation and execute all necessary documents, including consents and no-objection certificates to the Government of India, to ensure that all necessary government approvals can be procured to give effect to the provisions of this Article. 15.3 The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower; and", "probability": 0.021547409908664054 }, { "score": 10.309721946716309, "text": "After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.", "probability": 0.019719251248287436 }, { "score": 9.938292503356934, "text": "After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.\n\n b) The Parties agree that they will render full co-operation and execute all necessary documents, including consents and no-objection certificates to the Government of India, to ensure that all necessary government approvals can be procured to give effect to the provisions of this Article. 15.3 The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower;", "probability": 0.013601307610357244 }, { "score": 9.867134094238281, "text": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof. If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares", "probability": 0.012667092980178983 }, { "score": 8.945148468017578, "text": "6.3 a) Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof. If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.", "probability": 0.005038064097222793 }, { "score": 8.563898086547852, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.003441032319111342 }, { "score": 8.451543807983398, "text": "In future, subject to the terms of this Agreement and the M&A, if the share capital of the JVC increases as a result of issue of shares to a third party or to the public, the Parties hereto shall acquire shares of the JVC in the same proportion as mentioned in Article 2.6 or as otherwise mutually agreed in writing by them.", "probability": 0.0030753454627777074 }, { "score": 8.429962158203125, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.003009685507628561 }, { "score": 8.293910026550293, "text": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof.", "probability": 0.0026268448761069736 }, { "score": 8.203812599182129, "text": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof. If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.\n\n b) Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.", "probability": 0.0024005215632526143 }, { "score": 8.16600227355957, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00231145155539023 }, { "score": 8.119089126586914, "text": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.\n\n b) Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.\n\n c) The transfer of shares, as stated hereinabove, shall be subject to all the regulatory approvals that may be required in this behalf. Such shares shall be transferred at a price which shall be the price indicated in the offer notice to the extent the same is in accordance with, the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable.", "probability": 0.002205518346765393 }, { "score": 8.032066345214844, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.002021702094806268 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Compete": [ { "score": 12.485334396362305, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.2062505356976659 }, { "score": 12.23522663116455, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.1606107695262525 }, { "score": 11.93484115600586, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the", "probability": 0.11893752820253713 }, { "text": "", "score": 11.933684349060059, "probability": 0.1188000199943557 }, { "score": 11.592965126037598, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.08449753414393275 }, { "score": 11.292579650878906, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the", "probability": 0.06257318783748274 }, { "score": 11.21186351776123, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.05772098182709094 }, { "score": 10.605850219726562, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.03148802912729037 }, { "score": 10.514459609985352, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.02873790077790024 }, { "score": 10.408292770385742, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.02584326425404353 }, { "score": 10.325105667114258, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.023780428091954273 }, { "score": 10.305465698242188, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the", "probability": 0.02331793773874302 }, { "score": 10.243609428405762, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 0.02191928087133238 }, { "score": 9.627702713012695, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.011839719510501553 }, { "score": 9.441739082336426, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.009830564006025142 }, { "score": 8.614233016967773, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 0.004297314286966028 }, { "score": 8.554981231689453, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0040500873867484015 }, { "score": 8.034126281738281, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products", "probability": 0.0024058024523091535 }, { "score": 7.603698253631592, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0015643266562387751 }, { "score": 7.584634780883789, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 0.0015347876106291088 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Exclusivity": [ { "score": 12.80894660949707, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.520611811985163 }, { "text": "", "score": 12.165451049804688, "probability": 0.27355675711780936 }, { "score": 10.529987335205078, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.05330581406871037 }, { "score": 10.244956016540527, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.04008547657451539 }, { "score": 9.707959175109863, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.02342999987283185 }, { "score": 9.432137489318848, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.017782157399886294 }, { "score": 9.07595443725586, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 0.012453634515183044 }, { "score": 8.895140647888184, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.01039368821881217 }, { "score": 8.834075927734375, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.00977799056971203 }, { "score": 8.549044609069824, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.007352957998592789 }, { "score": 8.511144638061523, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products", "probability": 0.007079495938498373 }, { "score": 8.483542442321777, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.006886758530458827 }, { "score": 8.33336067199707, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.005926410655378473 }, { "score": 8.01204776763916, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.004297811070094525 }, { "score": 7.670724391937256, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.003055008771821752 }, { "score": 6.787631511688232, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.001263252297197725 }, { "score": 6.365427017211914, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0008281881543938202 }, { "score": 6.161355972290039, "text": "(iv) the laws of the United States prohibiting or restricting business dealings with Persons of or in Cuba, Iran, Iraq, Libya, Federal Republic of Yugoslavia (Serbia and Montenegro), Republic of Bosnia and Herzegovina, North Korea and UNITA (Angola) or persons owned or controlled by any of the foregoing (including any of the \"specially designated nationals\" specified under such laws.", "probability": 0.0006753082972416839 }, { "score": 6.080395698547363, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.000622789792112592 }, { "score": 6.0673017501831055, "text": "14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.0006146881715858789 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": [ { "score": 12.6643705368042, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.2191748784725955 }, { "score": 12.476360321044922, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.18160967246815513 }, { "text": "", "score": 12.09225082397461, "probability": 0.1236865113457116 }, { "score": 11.850975036621094, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.09717120695251537 }, { "score": 11.50555419921875, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.06878967117595573 }, { "score": 11.317544937133789, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.056999605304464976 }, { "score": 11.045294761657715, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.04341452957231868 }, { "score": 10.912384986877441, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.03801133455718876 }, { "score": 10.881049156188965, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.03683868671408578 }, { "score": 10.857284545898438, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.03597355021220494 }, { "score": 10.692158699035645, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.030497908431006866 }, { "score": 10.23189926147461, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.019247836555070126 }, { "score": 10.098989486694336, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.016852329439113696 }, { "score": 9.217279434204102, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00697811512143433 }, { "score": 9.029269218444824, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.005782109749440215 }, { "score": 9.02746295928955, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 0.005771675187367091 }, { "score": 8.828067779541016, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.004728306883782194 }, { "score": 8.567203521728516, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 0.003642618998175275 }, { "score": 8.40388298034668, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0030937451712958843 }, { "score": 7.825915813446045, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory", "probability": 0.0017357076881180363 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": [ { "score": 12.381278991699219, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.13119058900212774 }, { "score": 12.141426086425781, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.1032133534422556 }, { "score": 11.928169250488281, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.08339108444903047 }, { "text": "", "score": 11.891077041625977, "probability": 0.08035458823762896 }, { "score": 11.815415382385254, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.07449913648079916 }, { "score": 11.692340850830078, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.06587196955883383 }, { "score": 11.579586029052734, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.058848019578859545 }, { "score": 11.32965087890625, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.04583385595268664 }, { "score": 11.181206703186035, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.03951098977085114 }, { "score": 11.093822479248047, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.036204905884449745 }, { "score": 11.068452835083008, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.035297953478818464 }, { "score": 11.057624816894531, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.034917808419541216 }, { "score": 10.994075775146484, "text": "(iv) the laws of the United States prohibiting or restricting business dealings with Persons of or in Cuba, Iran, Iraq, Libya, Federal Republic of Yugoslavia (Serbia and Montenegro), Republic of Bosnia and Herzegovina, North Korea and UNITA (Angola) or persons owned or controlled by any of the foregoing (including any of the \"specially designated nationals\" specified under such laws.", "probability": 0.03276785247226776 }, { "score": 10.938300132751465, "text": "the laws of the United States prohibiting or restricting business dealings with Persons of or in Cuba, Iran, Iraq, Libya, Federal Republic of Yugoslavia (Serbia and Montenegro), Republic of Bosnia and Herzegovina, North Korea and UNITA (Angola) or persons owned or controlled by any of the foregoing (including any of the \"specially designated nationals\" specified under such laws.", "probability": 0.030990239027508828 }, { "score": 10.933820724487305, "text": "A party shall be automatically excluded from the provisions of this Agreement if it ceases to be a shareholder in the JVC.", "probability": 0.030851731542085252 }, { "score": 10.928332328796387, "text": "laws of the United States prohibiting or restricting business dealings with Persons of or in Cuba, Iran, Iraq, Libya, Federal Republic of Yugoslavia (Serbia and Montenegro), Republic of Bosnia and Herzegovina, North Korea and UNITA (Angola) or persons owned or controlled by any of the foregoing (including any of the \"specially designated nationals\" specified under such laws.", "probability": 0.030682868848153327 }, { "score": 10.821794509887695, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.027582090356211522 }, { "score": 10.588556289672852, "text": "The Parties agree that in the event of termination of this Agreement due to any of the reasons mentioned in Article 16 above (and consequent termination of the TAA) the JVC and/or MINDA/MIL will not be entitled to use the Technical Know-How for any reason whatsoever.", "probability": 0.021844047127481985 }, { "score": 10.437625885009766, "text": "the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.018783860875605934 }, { "score": 10.358972549438477, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.01736305549480302 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.172503471374512, "probability": 0.6879472421535213 }, { "score": 10.189407348632812, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.09469072261429992 }, { "score": 10.079192161560059, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.084808929864724 }, { "score": 9.523524284362793, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.04865394842067986 }, { "score": 8.104334831237793, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.01176987748279721 }, { "score": 7.994119644165039, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.010541589359507105 }, { "score": 7.962946891784668, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.010218048040839136 }, { "score": 7.869010925292969, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.009301908610096249 }, { "score": 7.852731704711914, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.009151706690207876 }, { "score": 7.758795738220215, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00833117430241883 }, { "score": 7.297063827514648, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.005250233271151933 }, { "score": 7.203128814697266, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.004779507441102945 }, { "score": 7.05182409286499, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory", "probability": 0.004108396365126061 }, { "score": 6.396440505981445, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.002133255436059194 }, { "score": 6.301566123962402, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.0019401684605970238 }, { "score": 6.286225318908691, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0019106318514139583 }, { "score": 5.999521732330322, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.0014343767194805854 }, { "score": 5.730557441711426, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0010961084369049336 }, { "score": 5.625465393066406, "text": "by using the Technical Know-How", "probability": 0.0009867624708302918 }, { "score": 5.5826568603515625, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0009454120082414305 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.785093307495117, "probability": 0.9840218051157537 }, { "score": 6.157077789306641, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.0035382510036492576 }, { "score": 5.90476131439209, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0027492167787181135 }, { "score": 5.691690444946289, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.002221638960358499 }, { "score": 5.231610298156738, "text": "The execution and performance by MINDA and MIL of this Agreement will not:", "probability": 0.0014023719417822465 }, { "score": 5.2232136726379395, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.001390646047612928 }, { "score": 5.204242706298828, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0013645128183296725 }, { "score": 5.010142803192139, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0011237794936221797 }, { "score": 4.236557960510254, "text": "The execution and performance by MINDA and MIL of this Agreement will not:\n\n (a) conflict with, or result in any breach, violation of or default under the Articles or any note, bond, mortgage, lease, license, permit, agreement or other instrument or obligation to which MINDA and MIL are a party; or (b) to the best of MINDA and MIL's knowledge, violate any law, order, rule or regulation applicable to the them.", "probability": 0.0005184626490227263 }, { "score": 3.4565577507019043, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00023766634508485922 }, { "score": 3.3052430152893066, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.00020429255164992037 }, { "score": 3.1060004234313965, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 0.00016738732718487288 }, { "score": 3.092172145843506, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0001650885792527932 }, { "score": 2.972782850265503, "text": "A party shall be deemed to be in default if:", "probability": 0.0001465098817249442 }, { "score": 2.9691100120544434, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.00014597276161448062 }, { "score": 2.966226577758789, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00014555246498746665 }, { "score": 2.9481983184814453, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0001429519194993654 }, { "score": 2.775010108947754, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00012021960799940181 }, { "score": 2.632736921310425, "text": "by using the Technical Know-How", "probability": 0.00010427659637817876 }, { "score": 2.478778839111328, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 8.939715577495557e-05 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.6622953414917, "probability": 0.7562783661050382 }, { "score": 9.903091430664062, "text": "commence within a period of seven (7) working days of the issue of notice in writing by either party calling for the same (hereinafter called 'the Notice').", "probability": 0.13021743194426408 }, { "score": 8.616957664489746, "text": "Such negotiations will 21\n\n\n\n\n\n commence within a period of seven (7) working days of the issue of notice in writing by either party calling for the same (hereinafter called 'the Notice').", "probability": 0.03598390807258143 }, { "score": 8.105823516845703, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.02158368473408347 }, { "score": 7.744956970214844, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.015045382692224833 }, { "score": 7.628271102905273, "text": "commence within a period of seven (7) working days of the issue of notice in writing by either party calling for the same (hereinafter called 'the Notice').", "probability": 0.013388354727863474 }, { "score": 7.163301467895508, "text": "Such negotiations will 21\n\n\n\n\n\n commence within a period of seven (7) working days of the issue of notice in writing by either party calling for the same (hereinafter called 'the Notice').", "probability": 0.008409950969504724 }, { "score": 7.087080478668213, "text": "Such negotiations will", "probability": 0.00779275654935995 }, { "score": 6.326404571533203, "text": "(iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.00364194816114948 }, { "score": 5.404751777648926, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.0014489888287740008 }, { "score": 5.313967227935791, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 0.0013232375247607862 }, { "score": 5.043885231018066, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.0010100495681924732 }, { "score": 4.734191417694092, "text": "Such negotiations will", "probability": 0.0007410446446899445 }, { "score": 4.64031457901001, "text": "the receipt of the written notice from the non-defaulting Party.", "probability": 0.0006746432509461283 }, { "score": 4.468843936920166, "text": "For calling a Board meeting, a notice of at least fourteen [14 ] days in advance in writing shall be given to each of the Directors, including those outside India. However, a meeting of Directors may be called by giving a shorter notice provided it is mutually agreed by the Directors.", "probability": 0.0005683363403372187 }, { "score": 4.2644758224487305, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.00046328632592888895 }, { "score": 4.132494926452637, "text": "the receipt of the written notice from the non-defaulting Party.", "probability": 0.0004060045561097275 }, { "score": 4.036664009094238, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00036890289938938436 }, { "score": 3.939192771911621, "text": "the receipt of the written notice from the non-defaulting Party", "probability": 0.0003346423089600327 }, { "score": 3.8915717601776123, "text": "(iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.0003190797958418184 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": [ { "score": 12.84649658203125, "text": "After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding.", "probability": 0.19604306930646606 }, { "text": "", "score": 12.238704681396484, "probability": 0.10675563907965331 }, { "score": 11.989856719970703, "text": "If any of the Transferees intends to purchase all or any portion of the said shares so offered, such Party shall dispatch a written notice of acceptance to the transferor describing the number of the shares it intends to purchase within three (3) weeks after the date of receipt of the offer. The sale price of the shares shall be determined in terms of Article 6.3(c) hereof. 10\n\n\n\n\n\n 6.3 a) Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof.", "probability": 0.08323721257750939 }, { "score": 11.918034553527832, "text": "If any of the Transferees intends to purchase all or any portion of the said shares so offered, such Party shall dispatch a written notice of acceptance to the transferor describing the number of the shares it intends to purchase within three (3) weeks after the date of receipt of the offer.", "probability": 0.07746857327163773 }, { "score": 11.910539627075195, "text": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof.", "probability": 0.07689012244360087 }, { "score": 11.847840309143066, "text": "After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding. .", "probability": 0.07221718980930482 }, { "score": 11.796871185302734, "text": "For this purpose, the non-defaulting Party would make a written offer to purchase the shares of the defaulting Party at the price determined in terms of Article 15.3, and the defaulting Party will be obliged to transfer its shares within one (1) month of", "probability": 0.0686285740756723 }, { "score": 11.32873249053955, "text": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof. If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.", "probability": 0.04297292580537768 }, { "score": 11.315069198608398, "text": "The non-defaulting Party shall after the expiry of the thirty (30) day period referred to in Article 15.1 above, at its option, be entitled to purchase all of the shares of the JVC owned by the defaulting party. For this purpose, the non-defaulting Party would make a written offer to purchase the shares of the defaulting Party at the price determined in terms of Article 15.3, and the defaulting Party will be obliged to transfer its shares within one (1) month of", "probability": 0.04238976718047581 }, { "score": 11.151254653930664, "text": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.", "probability": 0.035984649629798034 }, { "score": 11.113203048706055, "text": "After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding", "probability": 0.03464110016416045 }, { "score": 10.85840129852295, "text": "The non-defaulting Party shall after the expiry of the thirty (30) day period referred to in Article 15.1 above, at its option, be entitled to purchase all of the shares of the JVC owned by the defaulting party.", "probability": 0.026849282362448677 }, { "score": 10.70942497253418, "text": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof.", "probability": 0.023133060086528892 }, { "score": 10.509928703308105, "text": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof. If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.\n\n b) Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.", "probability": 0.018949290642745482 }, { "score": 10.429134368896484, "text": "No party hereto may transfer its shares in the JVC for a period of five (5) years from the date of allotment except as provided above. 6.2 After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding.", "probability": 0.01747851064663575 }, { "score": 10.427757263183594, "text": "If any of the Transferees intends to purchase all or any portion of the said shares so offered, such Party shall dispatch a written notice of acceptance to the transferor describing the number of the shares it intends to purchase within three (3) weeks after the date of receipt of the offer. The sale price of the shares shall be determined in terms of Article 6.3(c) hereof.", "probability": 0.017454457455466182 }, { "score": 10.332451820373535, "text": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.\n\n b) Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.", "probability": 0.015867763761206275 }, { "score": 10.285720825195312, "text": "The sale price of the shares shall be determined in terms of Article 6.3(c) hereof. 10\n\n\n\n\n\n 6.3 a) Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof.", "probability": 0.015143306507113244 }, { "score": 10.274768829345703, "text": "After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.", "probability": 0.014978361961788717 }, { "score": 10.126717567443848, "text": "For this purpose, the non-defaulting Party would make a written offer to purchase the shares of the defaulting Party at the price determined in terms of Article 15.3, and the defaulting Party will be obliged to transfer its shares within one (1) month of 16\n\n\n\n\n\n\n\nthe receipt of the written notice from the non-defaulting Party.", "probability": 0.012917143232410321 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Change Of Control": [ { "text": "", "score": 12.254765510559082, "probability": 0.4172879868755585 }, { "score": 10.546810150146484, "text": "(iv) if any Party is required, other than in accordance with the provisions of this Agreement, to transfer all or part of its shares or to reduce its percentage of shareholding in the JVC due to a change in or enactment of any law or regulation in India.", "probability": 0.07562759569708699 }, { "score": 10.39765453338623, "text": "The Parties agree that in the event of termination of the JVA (and consequently the Technology License Agreement) neither Party is agreeable to the sale of its shareholding to the other party or conversely the purchase of the shareholding of the other party, the parties will proceed to dissolve the JVC by the mechanism of voluntary winding up.", "probability": 0.06514826173637307 }, { "score": 10.2648344039917, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months. (iv) if any Party is required, other than in accordance with the provisions of this Agreement, to transfer all or part of its shares or to reduce its percentage of shareholding in the JVC due to a change in or enactment of any law or regulation in India.", "probability": 0.057045288809647314 }, { "score": 10.153511047363281, "text": "if any Party is required, other than in accordance with the provisions of this Agreement, to transfer all or part of its shares or to reduce its percentage of shareholding in the JVC due to a change in or enactment of any law or regulation in India.", "probability": 0.051035534052967346 }, { "score": 10.033050537109375, "text": "if any Party is required, other than in accordance with the provisions of this Agreement, to transfer all or part of its shares or to reduce its percentage of shareholding in the JVC due to a change in or enactment of any law or regulation in India.", "probability": 0.045243618202108635 }, { "score": 9.744155883789062, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.033891592428632884 }, { "score": 9.743085861206055, "text": "(iv) if any Party is required, other than in accordance with the provisions of this Agreement, to transfer all or part of its shares or to reduce its percentage of shareholding in the JVC due to a change in or enactment of any law or regulation in India.", "probability": 0.033855347054502834 }, { "score": 9.679232597351074, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.03176114496402928 }, { "score": 9.584062576293945, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.028877815343906384 }, { "score": 9.55368709564209, "text": "After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding.", "probability": 0.028013826294352635 }, { "score": 9.263551712036133, "text": "(ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months. (iv) if any Party is required, other than in accordance with the provisions of this Agreement, to transfer all or part of its shares or to reduce its percentage of shareholding in the JVC due to a change in or enactment of any law or regulation in India.", "probability": 0.020958887922631238 }, { "score": 9.235339164733887, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA. 16A.2 The Parties agree that in the event of termination of the JVA (and consequently the Technology License Agreement) neither Party is agreeable to the sale of its shareholding to the other party or conversely the purchase of the shareholding of the other party, the parties will proceed to dissolve the JVC by the mechanism of voluntary winding up.", "probability": 0.020375847505353647 }, { "score": 9.207246780395508, "text": "No party hereto may transfer its shares in the JVC for a period of five (5) years from the date of allotment except as provided above. 6.2 After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding.", "probability": 0.019811406729672562 }, { "score": 9.172789573669434, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof;", "probability": 0.019140388096668716 }, { "score": 8.801753044128418, "text": "After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.", "probability": 0.01320722638246035 }, { "score": 8.608823776245117, "text": "Each party hereto agrees not to transfer, sell, pledge, mortgage or make other disposition (whether by way of fixed or floating charge) or encumbrance on its shares in the JVC except as otherwise provided in this Agreement and/or except by consent of the Parties to this Agreement and in the manner laid out in the M&A.", "probability": 0.010889890318465274 }, { "score": 8.582778930664062, "text": "(ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.010609926440286042 }, { "score": 8.468775749206543, "text": "The Parties agree that in the event of termination of the JVA (and consequently the Technology License Agreement) neither Party is agreeable to the sale of its shareholding to the other party or conversely the purchase of the shareholding of the other party, the parties will proceed to dissolve the JVC by the mechanism of voluntary winding up. For this purpose, each party will provide full cooperation and execute necessary documents and make necessary filings with any Government authorities and/or judicial bodies to ensure that JVC can be voluntarily wound up in the most time and cost efficient manner.", "probability": 0.009466761159525956 }, { "score": 8.268895149230957, "text": "After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding. .", "probability": 0.007751653985770216 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.112720489501953, "probability": 0.4273478975232794 }, { "score": 11.883472442626953, "text": "The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement.", "probability": 0.33979768042663977 }, { "score": 10.477588653564453, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "probability": 0.08330150313617062 }, { "score": 10.212831497192383, "text": "Pledge of shares The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement.", "probability": 0.06392493072532421 }, { "score": 9.61655330657959, "text": "In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply: i) The third party shall enter into a deed of adherence agreeing to be bound by the provisions of this Agreement; and ii) The third party shall not have a conflict of interest and should not be strategically incompatible to the other Parties to the Agreement. Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "probability": 0.035213560393733814 }, { "score": 8.351383209228516, "text": "The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement. In the event the pledge of shares of any Party is necessitated for the purposes of the JVC, such pledge will be made only with the prior written consent and on terms acceptable to the other Parties.", "probability": 0.009936960105775793 }, { "score": 8.326925277709961, "text": "In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply:", "probability": 0.009696870630132179 }, { "score": 7.7782487869262695, "text": "Transfer of shares to a Third Party In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply: i) The third party shall enter into a deed of adherence agreeing to be bound by the provisions of this Agreement; and ii) The third party shall not have a conflict of interest and should not be strategically incompatible to the other Parties to the Agreement. Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "probability": 0.005602017088287753 }, { "score": 7.431798934936523, "text": "Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.", "probability": 0.003961714456896471 }, { "score": 7.272987365722656, "text": "Further, MINDA and MIL agrees to sign/execute/file any and all documents with the Government of India or its agencies, departments or any other third party to give effect to any transfer of shares in accordance with the provisions of this Agreement. 11\n\n\n\n\n\n 6.5 Pledge of shares The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement.", "probability": 0.0033799648364382724 }, { "score": 7.08574104309082, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above", "probability": 0.0028028001846319454 }, { "score": 6.939816474914551, "text": "The Parties agree that any direct export of the Products would only be with the prior written consent of IMPCO.", "probability": 0.0024222440774342526 }, { "score": 6.925777435302734, "text": "Each party hereto agrees not to transfer, sell, pledge, mortgage or make other disposition (whether by way of fixed or floating charge) or encumbrance on its shares in the JVC except as otherwise provided in this Agreement and/or except by consent of the Parties to this Agreement and in the manner laid out in the M&A.", "probability": 0.002388475689379281 }, { "score": 6.680742263793945, "text": "Pledge of shares The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement. In the event the pledge of shares of any Party is necessitated for the purposes of the JVC, such pledge will be made only with the prior written consent and on terms acceptable to the other Parties.", "probability": 0.0018694050106065035 }, { "score": 6.568587303161621, "text": "In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply:", "probability": 0.0016710718442609015 }, { "score": 6.495143890380859, "text": "Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.\n\n c) The transfer of shares, as stated hereinabove, shall be subject to all the regulatory approvals that may be required in this behalf. Such shares shall be transferred at a price which shall be the price indicated in the offer notice to the extent the same is in accordance with, the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable. 6.4 Transfer of shares to a Third Party In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply:", "probability": 0.0015527411155332454 }, { "score": 6.488620758056641, "text": "Transfer of shares to a Third Party In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply:", "probability": 0.0015426453435984453 }, { "score": 6.428404808044434, "text": "The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement", "probability": 0.0014524949723223398 }, { "score": 6.224706172943115, "text": "In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply: i) The third party shall enter into a deed of adherence agreeing to be bound by the provisions of this Agreement; and ii) The third party shall not have a conflict of interest and should not be strategically incompatible to the other Parties to the Agreement. Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above", "probability": 0.0011848120012189166 }, { "score": 6.004050254821777, "text": "6.5 Pledge of shares The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement.", "probability": 0.0009502104383355919 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.107232093811035, "probability": 0.12848314820006027 }, { "score": 11.842576026916504, "text": "Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC. MIL, MINDA and its associates - 40% - In cash and /or in Kind. IMPCO - 60% - In cash", "probability": 0.09860694413179369 }, { "score": 11.664623260498047, "text": "Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC.", "probability": 0.08253223299537837 }, { "score": 11.553812026977539, "text": "The initial seven (7) subscribers shall collectively subscribe to 50,000 equity shares of face value of Rs. 10 each. 2.6 Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC. MIL, MINDA and its associates - 40% - In cash and /or in Kind. IMPCO - 60% - In cash", "probability": 0.0738752371955429 }, { "score": 11.375859260559082, "text": "The initial seven (7) subscribers shall collectively subscribe to 50,000 equity shares of face value of Rs. 10 each. 2.6 Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC.", "probability": 0.061832240543447825 }, { "score": 11.32541561126709, "text": "The initial seven (7) subscribers shall collectively subscribe to 50,000 equity shares of face value of Rs. 10 each.", "probability": 0.05879055841154593 }, { "score": 11.27607536315918, "text": "The initial authorized capital of the JVC shall be Rs. 5,00,000/- (Rs. Five lacs only) divided into 50,000 equity shares of the nominal value of Rs. 10 each. The initial seven (7) subscribers shall collectively subscribe to 50,000 equity shares of face value of Rs. 10 each. 2.6 Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC. MIL, MINDA and its associates - 40% - In cash and /or in Kind. IMPCO - 60% - In cash", "probability": 0.05596021672646204 }, { "score": 11.246028900146484, "text": "Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC. MIL, MINDA and its associates - 40% - In cash and /or in Kind.", "probability": 0.05430381920094391 }, { "score": 11.098122596740723, "text": "The initial authorized capital of the JVC shall be Rs. 5,00,000/- (Rs. Five lacs only) divided into 50,000 equity shares of the nominal value of Rs. 10 each. The initial seven (7) subscribers shall collectively subscribe to 50,000 equity shares of face value of Rs. 10 each. 2.6 Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC.", "probability": 0.04683769166568353 }, { "score": 11.04767894744873, "text": "The initial authorized capital of the JVC shall be Rs. 5,00,000/- (Rs. Five lacs only) divided into 50,000 equity shares of the nominal value of Rs. 10 each. The initial seven (7) subscribers shall collectively subscribe to 50,000 equity shares of face value of Rs. 10 each.", "probability": 0.04453362879189954 }, { "score": 10.95726490020752, "text": "The initial seven (7) subscribers shall collectively subscribe to 50,000 equity shares of face value of Rs. 10 each. 2.6 Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC. MIL, MINDA and its associates - 40% - In cash and /or in Kind.", "probability": 0.04068382363347287 }, { "score": 10.94382095336914, "text": "The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower; and", "probability": 0.040140532641797295 }, { "score": 10.858194351196289, "text": "MIL, MINDA and its associates - 40% - In cash and /or in Kind. IMPCO - 60% - In cash", "probability": 0.03684647701631572 }, { "score": 10.67952823638916, "text": "The initial authorized capital of the JVC shall be Rs. 5,00,000/- (Rs. Five lacs only) divided into 50,000 equity shares of the nominal value of Rs. 10 each. The initial seven (7) subscribers shall collectively subscribe to 50,000 equity shares of face value of Rs. 10 each. 2.6 Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC. MIL, MINDA and its associates - 40% - In cash and /or in Kind.", "probability": 0.030817844709778597 }, { "score": 10.646743774414062, "text": "MIL, MINDA and its associates - 40% - In cash and /or in Kind. IMPCO - 60% - In cash", "probability": 0.02982388056774127 }, { "score": 10.577078819274902, "text": "The initial authorized capital of the JVC shall be Rs. 5,00,000/- (Rs. Five lacs only) divided into 50,000 equity shares of the nominal value of Rs. 10 each.", "probability": 0.027816920282039297 }, { "score": 10.548686981201172, "text": "In future, subject to the terms of this Agreement and the M&A, if the share capital of the JVC increases as a result of issue of shares to a third party or to the public, the Parties hereto shall acquire shares of the JVC in the same proportion as mentioned in Article 2.6 or as otherwise mutually agreed in writing by them. It is understood that in case of a public issue of equity shares of the JVC, the percentage shareholding of MIL/MINDA and IMPCO will be reduced to the extent of additional shares allotted to the public.", "probability": 0.027038252989565914 }, { "score": 10.372986793518066, "text": "The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower;", "probability": 0.022681564388145534 }, { "score": 10.26164722442627, "text": "MIL, MINDA and its associates - 40% - In cash and /or in Kind.", "probability": 0.020291719246581897 }, { "score": 10.147526741027832, "text": "IMPCO - 60% - In cash", "probability": 0.018103266661803608 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.06414794921875, "probability": 0.4347965901486153 }, { "score": 10.839119911193848, "text": "The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower; and", "probability": 0.12772126532834974 }, { "score": 10.712261199951172, "text": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.", "probability": 0.11250431355316742 }, { "score": 10.549927711486816, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 0.09564640164329528 }, { "score": 10.3584566116333, "text": "The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower;", "probability": 0.07897939339074189 }, { "score": 9.567729949951172, "text": "The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower; and", "probability": 0.03581834934395906 }, { "score": 8.775012016296387, "text": "The net worth of MIL/MINDA as at that date is equal to at least RS 100 million.", "probability": 0.0162118487619305 }, { "score": 8.6663818359375, "text": "In future, subject to the terms of this Agreement and the M&A, if the share capital of the JVC increases as a result of issue of shares to a third party or to the public, the Parties hereto shall acquire shares of the JVC in the same proportion as mentioned in Article 2.6 or as otherwise mutually agreed in writing by them. It is understood that in case of a public issue of equity shares of the JVC, the percentage shareholding of MIL/MINDA and IMPCO will be reduced to the extent of additional shares allotted to the public.", "probability": 0.014543035214389958 }, { "score": 8.643378257751465, "text": "The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower;", "probability": 0.014212311860830154 }, { "score": 8.538440704345703, "text": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof. If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.", "probability": 0.0127964919633404 }, { "score": 8.310955047607422, "text": "It is understood that in case of a public issue of equity shares of the JVC, the percentage shareholding of MIL/MINDA and IMPCO will be reduced to the extent of additional shares allotted to the public.", "probability": 0.010192838962821514 }, { "score": 8.182549476623535, "text": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares", "probability": 0.008964567298755458 }, { "score": 7.931085586547852, "text": "After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.\n\n b) The Parties agree that they will render full co-operation and execute all necessary documents, including consents and no-objection certificates to the Government of India, to ensure that all necessary government approvals can be procured to give effect to the provisions of this Article. 15.3 The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower; and", "probability": 0.00697139919665899 }, { "score": 7.787483215332031, "text": "IMPCO understands and appreciates that the cost of production of products in India based on IMPCO technology could be attractive and competitive. IMPCO is confident that with their support and backing, the potential for export of the Products is likely to increase further.", "probability": 0.006038849894424234 }, { "score": 7.704670429229736, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.005558903034716529 }, { "score": 7.457442283630371, "text": "The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower", "probability": 0.004341294811513658 }, { "score": 7.4098405838012695, "text": "IMPCO is confident that with their support and backing, the potential for export of the Products is likely to increase further.", "probability": 0.004139483193074688 }, { "score": 7.306765556335449, "text": "In future, subject to the terms of this Agreement and the M&A, if the share capital of the JVC increases as a result of issue of shares to a third party or to the public, the Parties hereto shall acquire shares of the JVC in the same proportion as mentioned in Article 2.6 or as otherwise mutually agreed in writing by them.", "probability": 0.00373405927723128 }, { "score": 7.303290843963623, "text": "In future, subject to the terms of this Agreement and the M&A, if the share capital of the JVC increases as a result of issue of shares to a third party or to the public, the Parties hereto shall acquire shares of the JVC in the same proportion as mentioned in Article 2.6 or as otherwise mutually agreed in writing by them. It is understood that in case of a public issue of equity shares of the JVC, the percentage shareholding of MIL/MINDA and IMPCO will be reduced to the extent of additional shares allotted to the public. Provided, however, that in such a case the Parties hereto shall endeavor to avoid any substantial dilution of their collective control over the JVC.", "probability": 0.003721107010995152 }, { "score": 7.123086929321289, "text": "After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.", "probability": 0.0031074961111887487 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Minimum Commitment": [ { "score": 12.88611125946045, "text": "It is further agreed between the Parties that in order to fulfill the requirement of a minimum of seven (7) shareholders under the Act, the Memorandum and Articles of Association (hereinafter referred to as \"M&A\") of the JVC shall be subscribed to by seven (7) subscribers.", "probability": 0.3858766718283858 }, { "score": 12.157623291015625, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD).", "probability": 0.18623882341197331 }, { "text": "", "score": 12.136880874633789, "probability": 0.18241556903533357 }, { "score": 10.9854097366333, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.05767456677532394 }, { "score": 10.947256088256836, "text": "The net worth of MIL/MINDA as at that date is equal to at least RS 100 million.", "probability": 0.05551552126985238 }, { "score": 10.942659378051758, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 0.055260918123439834 }, { "score": 10.550519943237305, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 0.03733482358010114 }, { "score": 9.41474723815918, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD).", "probability": 0.011990969131356933 }, { "score": 8.68319034576416, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD). Out of the minimum number of five (5) Directors, the Parties shall be represented in the ratio of 3 : 2, i.e., three (3) Directors shall be nominated by IMPCO and two (2) Directors shall be nominated by MIL and MINDA", "probability": 0.005769566234405871 }, { "score": 8.394789695739746, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.004324066382038346 }, { "score": 8.207355499267578, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.0035850128383852838 }, { "score": 7.955115795135498, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.0027857645252381547 }, { "score": 7.787276268005371, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD). Out of the minimum number of five (5) Directors, the Parties shall be represented in the ratio of 3 : 2, i.e., three (3) Directors shall be nominated by IMPCO and two (2) Directors shall be nominated by MIL and MINDA", "probability": 0.0023553346609259842 }, { "score": 7.6399688720703125, "text": "The net worth of MIL/MINDA as at that date is equal to at least RS 100 million", "probability": 0.0020327212812702856 }, { "score": 7.438713073730469, "text": "It is further agreed between the Parties that in order to fulfill the requirement of a minimum of seven (7) shareholders under the Act, the Memorandum and Articles of Association (hereinafter referred to as \"M&A\") of the JVC shall be subscribed to by seven (7) subscribers. 2.3 All reasonable costs, fees and other expenses necessary for the incorporation of the JVC, such as registration fee etc., excluding any legal fees, shall be paid by MIL and will be reimbursed by the JVC upon ratification by a resolution of the Board of Directors of the JVC. 2.4 The principal activities of the JVC shall be carried out in accordance with its object clause incorporated in the Memorandum and Articles of Association (M&A).", "probability": 0.0016621627729725677 }, { "score": 7.26686954498291, "text": "in order to fulfill the requirement of a minimum of seven (7) shareholders under the Act, the Memorandum and Articles of Association (hereinafter referred to as \"M&A\") of the JVC shall be subscribed to by seven (7) subscribers.", "probability": 0.00139972543691707 }, { "score": 7.126888275146484, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD", "probability": 0.0012168856281344605 }, { "score": 7.1150221824646, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD). Out of the minimum number of five (5) Directors, the Parties shall be represented in the ratio of 3 : 2, i.e.,", "probability": 0.001202531283906145 }, { "score": 6.561666488647461, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be", "probability": 0.0006914759171629686 }, { "score": 6.525463104248047, "text": "It is further agreed between the Parties that in order to fulfill the requirement of a minimum of seven (7) shareholders under the Act, the Memorandum and Articles of Association (hereinafter referred to as \"M&A\") of the JVC shall be subscribed to by seven (7) subscribers", "probability": 0.0006668898828763371 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.035274505615234, "probability": 0.5127812887860801 }, { "score": 11.317387580871582, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD).", "probability": 0.2501254249543614 }, { "score": 11.093362808227539, "text": "It is further agreed between the Parties that in order to fulfill the requirement of a minimum of seven (7) shareholders under the Act, the Memorandum and Articles of Association (hereinafter referred to as \"M&A\") of the JVC shall be subscribed to by seven (7) subscribers.", "probability": 0.19992408494705233 }, { "score": 8.741856575012207, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 0.019037895370903044 }, { "score": 7.1591901779174805, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD). Out of the minimum number of five (5) Directors, the Parties shall be represented in the ratio of 3 : 2, i.e., three (3) Directors shall be nominated by IMPCO and two (2) Directors shall be nominated by MIL and MINDA", "probability": 0.003910890466715876 }, { "score": 6.796921730041504, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD). Out of the minimum number of five (5) Directors, the Parties shall be represented in the ratio of 3 : 2, i.e.,", "probability": 0.002722353166508567 }, { "score": 6.483871936798096, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.001990621393027671 }, { "score": 6.455253601074219, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD", "probability": 0.001934460569323197 }, { "score": 5.899462699890137, "text": "\"control\" means: (a) the ability to appoint more than one half of the members of the board of directors or board of management (howsoever described) of an entity or to control more than 50 per cent of the voting rights of the members of such board;", "probability": 0.0011096421887599125 }, { "score": 5.762192726135254, "text": "\"control\" means: (a) the ability to appoint more than one half of the members of the board of directors or board of management (howsoever described) of an entity or to control more than 50 per cent of the voting rights of the members of such board; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting capital, by contract, laws and regulations or otherwise;", "probability": 0.0009673137656743359 }, { "score": 5.535981178283691, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD). Out of the minimum number of five (5) Directors, the Parties shall be represented in the ratio of 3 : 2,", "probability": 0.0007714804785669879 }, { "score": 5.464092254638672, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0007179661654575015 }, { "score": 5.449109077453613, "text": "\"control\" means:", "probability": 0.0007072889403140825 }, { "score": 5.384955406188965, "text": "It is further agreed between the Parties that in order to fulfill the requirement of a minimum of seven (7) shareholders under the Act, the Memorandum and Articles of Association (hereinafter referred to as \"M&A\") of the JVC shall be subscribed to by seven (7) subscribers", "probability": 0.0006633386182103258 }, { "score": 5.372718811035156, "text": "in order to fulfill the requirement of a minimum of seven (7) shareholders under the Act, the Memorandum and Articles of Association (hereinafter referred to as \"M&A\") of the JVC shall be subscribed to by seven (7) subscribers.", "probability": 0.0006552710724007935 }, { "score": 5.172101020812988, "text": "Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD). Out of the minimum number of five (5) Directors, the Parties shall be represented in the ratio of 3 : 2, i.e., three (3) Directors shall be nominated by IMPCO and two (2) Directors shall be nominated by MIL and MINDA The Directors nominated by MINDA and MIL will be referred as MINDA Directors and Directors nominated by IMPCO will be referred as IMPCO Directors.", "probability": 0.0005361592423018821 }, { "score": 4.937130928039551, "text": "Unless", "probability": 0.00042388454474444586 }, { "score": 4.9103546142578125, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0004126850883784969 }, { "score": 4.840165615081787, "text": "\"control\" means: (a) the ability to appoint more than one half of the members of the board of directors or board of management (howsoever described) of an entity or to control more than 50 per cent of the voting rights of the members of such board; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting capital, by contract, laws and regulations or otherwise; v) a \"law\" includes any constitution, statute, law, rule, ordinance, judgment, order, decree, authorisation, or any published directive, guideline, requirement or governmental restriction having the force of law, or any determination by, or interpretation of any of the foregoing by any judicial authority, whether in effect as of the date of this Agreement or thereafter and each as amended or re-enacted from time to time;", "probability": 0.00038471230879055514 }, { "score": 4.295907974243164, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.00022323793242853772 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.178476333618164, "probability": 0.995877159033784 }, { "score": 5.181654930114746, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.000911013568438139 }, { "score": 4.808745861053467, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0006274404223851561 }, { "score": 4.592864036560059, "text": "Information disclosed under this Agreement should remain the property of the disclosing party.", "probability": 0.0005056106454018848 }, { "score": 4.550121307373047, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00048445481622279513 }, { "score": 4.177212238311768, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00033365752722923814 }, { "score": 3.8295836448669434, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.00023568272287189317 }, { "score": 3.4145565032958984, "text": "\"Technical Know-How\" shall mean available secret, specialized and proprietary know-how, technical information, drawings, data, charts, graphs, procedure books, operation manuals and data, technical processes and other technical literature including but not limited to information of the type listed on Appendix A to the TAA, tangible or intangible, necessary for manufacture and testing of the Products which (i) is possessed and controlled by IMPCO at the date of this Agreement and (ii) IMPCO has the right to grant licenses to MINDA-IMPCO LTD. during the term of this Agreement.", "probability": 0.00015562657137157445 }, { "score": 3.4035897254943848, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0001539291738462446 }, { "score": 2.9979300498962402, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00010259948476445079 }, { "score": 2.8138532638549805, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 8.534963091781331e-05 }, { "score": 2.671103000640869, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 7.399561699699725e-05 }, { "score": 2.62502121925354, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 7.066314008438482e-05 }, { "score": 2.6239571571350098, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 7.058799010305937e-05 }, { "score": 2.4409444332122803, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 5.878268238424587e-05 }, { "score": 2.4279403686523438, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 5.8023217356101694e-05 }, { "score": 2.298194169998169, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 5.096285484760049e-05 }, { "score": 2.2773923873901367, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 4.991368673568631e-05 }, { "score": 2.2510483264923096, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 4.861592672106588e-05 }, { "score": 2.1942436695098877, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 4.5931287537498624e-05 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.13318920135498, "probability": 0.29900907599763654 }, { "score": 11.15561580657959, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.11249407264559828 }, { "score": 11.003993034362793, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.09666754886350495 }, { "score": 10.955699920654297, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.09211010424429102 }, { "score": 10.560294151306152, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.06202756465096418 }, { "score": 10.439081192016602, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.05494682602850946 }, { "score": 10.408671379089355, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.05330105396460556 }, { "score": 10.287458419799805, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.04721648763432229 }, { "score": 10.194038391113281, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0430052893898757 }, { "score": 9.938211441040039, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.03329796110794345 }, { "score": 9.598716735839844, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.02371247929095502 }, { "score": 9.490166664123535, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.021273270747783127 }, { "score": 9.477503776550293, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.021005588106456242 }, { "score": 9.3689546585083, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.018844844677725965 }, { "score": 8.171958923339844, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 0.00569303586289924 }, { "score": 7.893004417419434, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.004307204748575958 }, { "score": 7.677548408508301, "text": "\"Joint Venture Company\" or \"the JVC\" shall mean the Indian company to be established and incorporated under the laws of India pursuant to the terms of this Agreement and, subject to the approval of the Registrar of Companies, Delhi and Haryana, with the name \"MINDA IMPCO Technologies Limited\" or such other name as may be agreed by the Parties, with the main object of, inter alia, marketing and selling of alternate fuel management systems, including but not limited to, CNG,", "probability": 0.0034723553349968635 }, { "score": 7.454399108886719, "text": "\"Joint Venture Company\" or \"the JVC\" shall mean the Indian company to be established and incorporated under the laws of India pursuant to the terms of this Agreement and, subject to the approval of the Registrar of Companies, Delhi and Haryana, with the name \"MINDA IMPCO Technologies Limited\" or such other name as may be agreed by the Parties, with the main object of, inter alia, marketing and selling of alternate fuel management systems, including but not limited to, CNG,", "probability": 0.0027778682999107687 }, { "score": 7.362004280090332, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 0.002532707797697701 }, { "score": 7.267648696899414, "text": "\"Joint Venture Company\" or \"the JVC\" shall mean the Indian company to be established and incorporated under the laws of India pursuant to the terms of this Agreement and, subject to the approval of the Registrar of Companies, Delhi and Haryana, with the name \"MINDA IMPCO Technologies Limited\" or such other name as may be agreed by the Parties, with the main object of, inter alia, marketing and selling of alternate fuel management systems, including but not limited to, CNG, 3\n\n\n\n\n\nLPG and Propane Kits and its components for automobiles and other associated and incidental services to customers.", "probability": 0.0023046606057475884 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__License Grant": [ { "text": "", "score": 11.780658721923828, "probability": 0.9058385240036468 }, { "score": 7.774249076843262, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\"", "probability": 0.016485008885044693 }, { "score": 7.5740437507629395, "text": "MINDA IMPCO Limited has agreed to allow the JVC, the right to use the two trade marks in respect of the products, the first being under the name of \"IMPCO\" and the second being in the name of \"MINDA IMPCO\".", "probability": 0.013494012781732413 }, { "score": 6.95341682434082, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.007254479665846661 }, { "score": 6.808688163757324, "text": "MINDA IMPCO Limited has agreed to allow the JVC, the right to use the two trade marks in respect of the products, the first being under the name of \"IMPCO\" and the second being in the name of \"MINDA IMPCO\". Unless otherwise agreed between the parties, the MINDA IMPCO trademark will be used on the products for sale within the Territory and the products exported would be sold with the trademark IMPCO. 13.3 LEGEND: The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\"", "probability": 0.006276989599520229 }, { "score": 6.779295921325684, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.006095179787172995 }, { "score": 6.755895614624023, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0059542065519406105 }, { "score": 6.588043689727783, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.005034156719278734 }, { "score": 6.5817742347717285, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.005002694030496695 }, { "score": 6.413922309875488, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.004229672845311757 }, { "score": 6.333351135253906, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.003902250640185021 }, { "score": 6.163423538208008, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0032924299436893527 }, { "score": 6.135829925537109, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0032028218975498897 }, { "score": 5.965901851654053, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.002702302507923678 }, { "score": 5.963467597961426, "text": "IMPCO and MIL/MINDA have entered into this Agreement for the purpose of establishing the JVC with the main objects of, inter alia, marketing and selling of the Products and providing other associated and incidental services to customers, and undertake other activities as mentioned in its M&A.", "probability": 0.0026957324179423736 }, { "score": 5.709485054016113, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\"", "probability": 0.0020910940390421353 }, { "score": 5.588797569274902, "text": "The JVC will be permitted to use the following words in Products which are manufactured by MINDA IMPCO Limited.", "probability": 0.0018533594439043262 }, { "score": 5.484529972076416, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0016698475097527948 }, { "score": 5.391980171203613, "text": "IMPCO and MIL/MINDA have entered into this Agreement for the purpose of establishing the JVC with the main objects of, inter alia, marketing and selling of the Products and providing other associated and incidental services to customers, and undertake other activities as mentioned in its M&A. 7.2 The JVC will be permitted to use the following words in Products which are manufactured by MINDA IMPCO Limited.", "probability": 0.00152223935396096 }, { "score": 5.310408592224121, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.001402997376058008 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.008094787597656, "probability": 0.6939936460021138 }, { "score": 9.929764747619629, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "probability": 0.08684568124649286 }, { "score": 9.146795272827148, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above. It is expressly agreed by MINDA and MIL that, in order to give effect to the provisions of Articles 6.4, they shall provide all necessary co- operation to IMPCO, including but not limited to assistance for obtaining the necessary RBI/FIPB and other regulatory or government approvals. Further, MINDA and MIL agrees to sign/execute/file any and all documents with the Government of India or its agencies, departments or any other third party to give effect to any transfer of shares in accordance with the provisions of this Agreement. 11\n\n\n\n\n\n 6.5 Pledge of shares The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement.", "probability": 0.03969254116544268 }, { "score": 9.140636444091797, "text": "The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement.", "probability": 0.03944883285156178 }, { "score": 8.94968318939209, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above. It is expressly agreed by MINDA and MIL that, in order to give effect to the provisions of Articles 6.4, they shall provide all necessary co- operation to IMPCO, including but not limited to assistance for obtaining the necessary RBI/FIPB and other regulatory or government approvals. Further, MINDA and MIL agrees to sign/execute/file any and all documents with the Government of India or its agencies, departments or any other third party to give effect to any transfer of shares in accordance with the provisions of this Agreement.", "probability": 0.032591489846576796 }, { "score": 8.188762664794922, "text": "Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.", "probability": 0.015227921477406564 }, { "score": 8.052103996276855, "text": "No party hereto may transfer its shares in the JVC for a period of five (5) years from the date of allotment except as provided above.", "probability": 0.013282827207586896 }, { "score": 7.860019683837891, "text": "No party hereto may transfer its shares in the JVC for a period of five (5) years from the date of allotment except as provided above.", "probability": 0.010961484298972311 }, { "score": 7.613104820251465, "text": "Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.", "probability": 0.008563190455723662 }, { "score": 7.426694869995117, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.007106876860928011 }, { "score": 7.348910331726074, "text": "Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.\n\n c) The transfer of shares, as stated hereinabove, shall be subject to all the regulatory approvals that may be required in this behalf. Such shares shall be transferred at a price which shall be the price indicated in the offer notice to the extent the same is in accordance with, the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable. 6.4 Transfer of shares to a Third Party In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply: i) The third party shall enter into a deed of adherence agreeing to be bound by the provisions of this Agreement; and ii) The third party shall not have a conflict of interest and should not be strategically incompatible to the other Parties to the Agreement. Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "probability": 0.006575024793799266 }, { "score": 7.34423828125, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "probability": 0.006544377594459706 }, { "score": 7.259342193603516, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.006011715873362507 }, { "score": 7.213142395019531, "text": "Further, MINDA and MIL agrees to sign/execute/file any and all documents with the Government of India or its agencies, departments or any other third party to give effect to any transfer of shares in accordance with the provisions of this Agreement. 11\n\n\n\n\n\n 6.5 Pledge of shares The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement.", "probability": 0.005740293906652603 }, { "score": 7.151485443115234, "text": "In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply: i) The third party shall enter into a deed of adherence agreeing to be bound by the provisions of this Agreement; and ii) The third party shall not have a conflict of interest and should not be strategically incompatible to the other Parties to the Agreement. Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "probability": 0.005397055139970318 }, { "score": 7.016030311584473, "text": "Further, MINDA and MIL agrees to sign/execute/file any and all documents with the Government of India or its agencies, departments or any other third party to give effect to any transfer of shares in accordance with the provisions of this Agreement.", "probability": 0.004713347270844821 }, { "score": 6.995156288146973, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.004615980502942796 }, { "score": 6.96375846862793, "text": "Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.\n\n c) The transfer of shares, as stated hereinabove, shall be subject to all the regulatory approvals that may be required in this behalf. Such shares shall be transferred at a price which shall be the price indicated in the offer notice to the extent the same is in accordance with, the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable. 6.4 Transfer of shares to a Third Party In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply:", "probability": 0.004473300423155323 }, { "score": 6.926511764526367, "text": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.\n\n b) Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.", "probability": 0.004309749500000508 }, { "score": 6.827803611755371, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.003904663582006891 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.100831985473633, "probability": 0.6043390313887771 }, { "score": 10.187653541564941, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "probability": 0.08920676761192083 }, { "score": 9.435722351074219, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "probability": 0.0420569947534544 }, { "score": 9.426103591918945, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0416543979947894 }, { "score": 9.229488372802734, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.034219365894578274 }, { "score": 8.83930492401123, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.023164207084294813 }, { "score": 8.772550582885742, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.021668377683506948 }, { "score": 8.75965690612793, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\"", "probability": 0.02139078605984098 }, { "score": 8.681503295898438, "text": "MINDA IMPCO Limited has agreed to allow the JVC, the right to use the two trade marks in respect of the products, the first being under the name of \"IMPCO\" and the second being in the name of \"MINDA IMPCO\". Unless otherwise agreed between the parties, the MINDA IMPCO trademark will be used on the products for sale within the Territory and the products exported would be sold with the trademark IMPCO. 13.3 LEGEND: The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\"", "probability": 0.019782677106177107 }, { "score": 8.642690658569336, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.019029568832528473 }, { "score": 8.629157066345215, "text": "MINDA IMPCO Limited has agreed to allow the JVC, the right to use the two trade marks in respect of the products, the first being under the name of \"IMPCO\" and the second being in the name of \"MINDA IMPCO\".", "probability": 0.018773765282578264 }, { "score": 8.233169555664062, "text": "IMPCO may make available to the JVC the services of its international marketing and distribution network and of its Affiliates.", "probability": 0.01263502754503425 }, { "score": 7.849586486816406, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.008609703249484017 }, { "score": 7.699444770812988, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.007409390157916206 }, { "score": 7.686942100524902, "text": "the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.007317329695751505 }, { "score": 7.652972221374512, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.007072935413566647 }, { "score": 7.502830505371094, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.006086869259285843 }, { "score": 7.490327835083008, "text": "the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.006011240903212938 }, { "score": 7.324533462524414, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above", "probability": 0.005092846091120875 }, { "score": 7.196033477783203, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0044787179921811264 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.204936981201172, "probability": 0.8119654131151351 }, { "score": 9.769065856933594, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "probability": 0.07106440796777898 }, { "score": 8.894518852233887, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.029637475229281125 }, { "score": 8.458829879760742, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.019170078330135763 }, { "score": 8.253284454345703, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.015608337361082891 }, { "score": 7.8565521240234375, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.010496825597334562 }, { "score": 7.65100622177124, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0085465439524087 }, { "score": 7.4692063331604, "text": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above", "probability": 0.007125836312987406 }, { "score": 6.99398136138916, "text": "IMPCO may make available to the JVC the services of its international marketing and distribution network and of its Affiliates.", "probability": 0.004430454278590066 }, { "score": 6.816928386688232, "text": "IMPCO may assist the JVC in getting quotations from itself and from its Affiliates for equipment and components.", "probability": 0.0037115484074813107 }, { "score": 6.700043201446533, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0033021176170765667 }, { "score": 6.645961284637451, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0031282759809810393 }, { "score": 6.281850814819336, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0021735713066193974 }, { "score": 6.264354705810547, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0021358730144739636 }, { "score": 6.058808326721191, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0017390327886612385 }, { "score": 6.0436835289001465, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0017129281804273203 }, { "score": 5.846161842346191, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0014059069432089428 }, { "score": 5.640615940093994, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0011446932571865253 }, { "score": 5.5071516036987305, "text": "IMPCO may assist the JVC in getting quotations from itself and from its Affiliates for equipment and components. IMPCO and MINDA agree to assist the JVC in adopting the most economical methods of procurement. 12\n\n\n\n\n\n c) IMPCO may make available to the JVC the services of its international marketing and distribution network and of its Affiliates.", "probability": 0.0010016737662519404 }, { "score": 4.810343265533447, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0004990065928972204 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.73415756225586, "probability": 0.9897694973062618 }, { "score": 5.676527976989746, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\"", "probability": 0.00231600217713054 }, { "score": 5.203015327453613, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0014424309503506573 }, { "score": 4.83412504196167, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.000997442839839893 }, { "score": 4.610418796539307, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0007975053940068649 }, { "score": 4.45587682723999, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0006833086282168518 }, { "score": 4.142327308654785, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0004993948724622447 }, { "score": 4.108734130859375, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0004828972666593302 }, { "score": 4.101273059844971, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.00047930774335591827 }, { "score": 3.8632802963256836, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0003777943870671206 }, { "score": 3.7734365463256836, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00034533202587485435 }, { "score": 3.5497305393218994, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0002761102772206942 }, { "score": 3.508739471435547, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\" ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS 14.1 IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 0.0002650210543419888 }, { "score": 3.3995773792266846, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement", "probability": 0.00023761392221871629 }, { "score": 3.3615951538085938, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.00022875806389868105 }, { "score": 3.335911273956299, "text": "The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\"", "probability": 0.0002229574788994933 }, { "score": 3.0480456352233887, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00016718741638534811 }, { "score": 3.0180790424346924, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00016225170178302276 }, { "score": 3.0069918632507324, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "probability": 0.00016046272377818658 }, { "score": 2.4144580364227295, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 8.872377024736812e-05 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.091533660888672, "probability": 0.9730781314262088 }, { "score": 7.4021759033203125, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.008945106481432456 }, { "score": 7.342138290405273, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.008423867181188262 }, { "score": 6.411729335784912, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0033223091005026594 }, { "score": 6.041444301605225, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0022941789400903047 }, { "score": 5.111034870147705, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0009048062810660343 }, { "score": 4.9430036544799805, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0007648575834331069 }, { "score": 4.269500255584717, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0003900154103860455 }, { "score": 4.046963214874268, "text": "of the marketing and sale of goods similar to the Products in the Territory", "probability": 0.00031220162449372866 }, { "score": 3.783923625946045, "text": "The Parties agree that in the event of termination of this Agreement due to any of the reasons mentioned in Article 16 above (and consequent termination of the TAA) the JVC and/or MINDA/MIL will not be entitled to use the Technical Know-How for any reason whatsoever. Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.0002399929679044841 }, { "score": 3.706847667694092, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00022219017610129664 }, { "score": 3.466435432434082, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA", "probability": 0.00017470894694151867 }, { "score": 3.4494850635528564, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00017177252288569944 }, { "score": 3.164823293685913, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA. 16A.2 The Parties agree that in the event of termination of the JVA (and consequently the Technology License Agreement) neither Party is agreeable to the sale of its shareholding to the other party or conversely the purchase of the shareholding of the other party, the parties will proceed to dissolve the JVC by the mechanism of voluntary winding up.", "probability": 0.00012921908410798568 }, { "score": 3.139486789703369, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0001259862515445283 }, { "score": 3.03009033203125, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00011293092273948303 }, { "score": 2.993297576904297, "text": "the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00010885139174240421 }, { "score": 2.968806028366089, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.00010621783418996412 }, { "score": 2.7764382362365723, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 8.763007253466814e-05 }, { "score": 2.7462687492370605, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory", "probability": 8.502580050670364e-05 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.234245300292969, "probability": 0.9994980077669561 }, { "score": 3.173524856567383, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.00011608097361224786 }, { "score": 2.7238385677337646, "text": "A party shall be deemed to be in default if:", "probability": 7.403972008686316e-05 }, { "score": 2.46159029006958, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 5.6960237088737616e-05 }, { "score": 2.1098382472991943, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 4.006893663841798e-05 }, { "score": 1.8510074615478516, "text": "If any event of default provided in Article 15.1 above happens with respect to a party: If any event of default provided in Article 15.1 above occurs with respect to a party:", "probability": 3.093136139067704e-05 }, { "score": 1.8041367530822754, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 2.9515037891015352e-05 }, { "score": 1.798479437828064, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 2.9348533445080817e-05 }, { "score": 1.7092595100402832, "text": "If any event of default provided in Article 15.1 above occurs with respect to a party:", "probability": 2.6843471638566896e-05 }, { "score": 1.6748851537704468, "text": "If any event of default provided in Article 15.1 above happens with respect to a party:", "probability": 2.5936423491006914e-05 }, { "score": 0.8486355543136597, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months. (iv) if any Party is required, other than in accordance with the provisions of this Agreement, to transfer all or part of its shares or to reduce its percentage of shareholding in the JVC due to a change in or enactment of any law or regulation in India.", "probability": 1.13520539658777e-05 }, { "score": 0.7533708810806274, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 1.0320518700622894e-05 }, { "score": 0.6295050382614136, "text": "16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 9.118161352353346e-06 }, { "score": 0.5658919215202332, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 8.556190541658177e-06 }, { "score": 0.33311545848846436, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 6.779332175325719e-06 }, { "score": 0.2178875207901001, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 6.041489939115658e-06 }, { "score": 0.1026749238371849, "text": "(iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 5.384034839399211e-06 }, { "score": 0.05736099183559418, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 5.145508155312983e-06 }, { "score": 0.047696828842163086, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 5.096020638690333e-06 }, { "score": -0.082429438829422, "text": "16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 4.474227452759281e-06 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Post-Termination Services": [ { "score": 12.83598518371582, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.269502963671034 }, { "text": "", "score": 12.361445426940918, "probability": 0.16767702023634973 }, { "score": 11.705455780029297, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.08701234311933065 }, { "score": 11.53897476196289, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.07366803338828677 }, { "score": 11.470755577087402, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.06881004798603535 }, { "score": 11.346883773803711, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.06079320223040969 }, { "score": 10.951847076416016, "text": "After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding.", "probability": 0.04095366394458697 }, { "score": 10.935593605041504, "text": "In the event of termination of this Agreement and consequent winding up of the JVC, the Parties agree to cooperate with each other for adequate discharge and fulfillment of the JVC's liabilities, commitments and obligations as may be necessary.", "probability": 0.04029340502498627 }, { "score": 10.715667724609375, "text": "After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding. .", "probability": 0.03233861180157226 }, { "score": 10.482800483703613, "text": "In the event of termination of this Agreement and consequent winding up of the JVC, the Parties agree to cooperate with each other for adequate discharge and fulfillment of the JVC's liabilities, commitments and obligations as may be necessary.", "probability": 0.02562054803641143 }, { "score": 10.375625610351562, "text": "No party hereto may transfer its shares in the JVC for a period of five (5) years from the date of allotment except as provided above.", "probability": 0.023016694808269067 }, { "score": 10.35235595703125, "text": "After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.", "probability": 0.022487287747143092 }, { "score": 10.211112976074219, "text": "The Parties agree that in the event of termination of this Agreement due to any of the reasons mentioned in Article 16 above (and consequent termination of the TAA) the JVC and/or MINDA/MIL will not be entitled to use the Technical Know-How for any reason whatsoever. Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.019525224223366836 }, { "score": 10.119707107543945, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.017819641625549915 }, { "score": 9.753157615661621, "text": "In the event of termination of this Agreement and consequent winding up of the JVC, the Parties agree to cooperate with each other for adequate discharge and fulfillment of the JVC's liabilities, commitments and obligations as may be necessary", "probability": 0.01235118264426487 }, { "score": 9.652567863464355, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.01116922319685253 }, { "score": 9.236335754394531, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.007366406171469262 }, { "score": 9.216712951660156, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0072232656385701295 }, { "score": 9.130868911743164, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA. 16A.2 The Parties agree that in the event of termination of the JVA (and consequently the Technology License Agreement) neither Party is agreeable to the sale of its shareholding to the other party or conversely the purchase of the shareholding of the other party, the parties will proceed to dissolve the JVC by the mechanism of voluntary winding up.", "probability": 0.006629060668757909 }, { "score": 8.98724365234375, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory", "probability": 0.005742173836753023 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Audit Rights": [ { "score": 12.906867980957031, "text": "During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products.", "probability": 0.11056543757842743 }, { "score": 12.877747535705566, "text": "During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports.", "probability": 0.1073921508110259 }, { "score": 12.863330841064453, "text": "During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable. 10.4 Plant Inspection: During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products.", "probability": 0.10585501777790242 }, { "score": 12.683773040771484, "text": "During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products.", "probability": 0.08845664993582139 }, { "score": 12.269905090332031, "text": "Promptly after the end of each financial year (as defined in 9.6 below) and without any charge, the JVC will submit to IMPCO and MIL/MINDA the annual financial statement including Balance Sheets and Profit and Loss account, related Auditors Reports for such year. 10.3 Availability of Business Records: During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports.", "probability": 0.05847765119169793 }, { "score": 12.255488395690918, "text": "Promptly after the end of each financial year (as defined in 9.6 below) and without any charge, the JVC will submit to IMPCO and MIL/MINDA the annual financial statement including Balance Sheets and Profit and Loss account, related Auditors Reports for such year. 10.3 Availability of Business Records: During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable. 10.4 Plant Inspection: During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products.", "probability": 0.057640644681749134 }, { "text": "", "score": 12.217300415039062, "probability": 0.05548096422829096 }, { "score": 12.179559707641602, "text": "MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable. 10.4 Plant Inspection: During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products.", "probability": 0.05342609343067277 }, { "score": 12.073187828063965, "text": "During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable. 10.4 Plant Inspection: During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products. In exercising such right, the Parties will be reasonable.", "probability": 0.04803487876963598 }, { "score": 11.946372032165527, "text": "During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products. In exercising such right, the Parties will be reasonable.", "probability": 0.04231372883611203 }, { "score": 11.893630027770996, "text": "During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products. In exercising such right, the Parties will be reasonable.", "probability": 0.04013984925070129 }, { "score": 11.794075965881348, "text": "During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable.", "probability": 0.03633623765712568 }, { "score": 11.760945320129395, "text": "Promptly after the end of each financial year (as defined in 9.6 below) and without any charge, the JVC will submit to IMPCO and MIL/MINDA the annual financial statement including Balance Sheets and Profit and Loss account, related Auditors Reports for such year.", "probability": 0.035152118268729424 }, { "score": 11.46534538269043, "text": "Promptly after the end of each financial year (as defined in 9.6 below) and without any charge, the JVC will submit to IMPCO and MIL/MINDA the annual financial statement including Balance Sheets and Profit and Loss account, related Auditors Reports for such year. 10.3 Availability of Business Records: During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable. 10.4 Plant Inspection: During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products. In exercising such right, the Parties will be reasonable.", "probability": 0.026156165646306007 }, { "score": 11.456588745117188, "text": "In exercising such right IMPCO and MIL/MINDA will be reasonable. 10.4 Plant Inspection: During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products.", "probability": 0.025928125473159976 }, { "score": 11.439430236816406, "text": "Plant Inspection: During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products.", "probability": 0.025487032586935195 }, { "score": 11.389849662780762, "text": "In exercising such right IMPCO and MIL/MINDA will be reasonable. 10.4 Plant Inspection: During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products.", "probability": 0.024254186042194304 }, { "score": 11.219064712524414, "text": "MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable. 10.4 Plant Inspection: During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products. In exercising such right, the Parties will be reasonable.", "probability": 0.020446347752447375 }, { "score": 11.186232566833496, "text": "Promptly after the end of each financial year (as defined in 9.6 below) and without any charge, the JVC will submit to IMPCO and MIL/MINDA the annual financial statement including Balance Sheets and Profit and Loss account, related Auditors Reports for such year. 10.3 Availability of Business Records: During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable.", "probability": 0.019785950731629295 }, { "score": 11.128219604492188, "text": "MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports.", "probability": 0.01867076934943571 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.350522994995117, "probability": 0.8449218057267076 }, { "score": 10.22772216796875, "text": "This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.10113368529828239 }, { "score": 9.41024112701416, "text": "the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.04465481844907956 }, { "score": 6.071443557739258, "text": "(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.0015843348214256976 }, { "score": 5.855313777923584, "text": "the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0012763888353528733 }, { "score": 5.701283931732178, "text": "Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.0010941797788929545 }, { "score": 5.470176696777344, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0008684005455585799 }, { "score": 5.122490406036377, "text": "the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof.", "probability": 0.0006133690386907723 }, { "score": 5.081493854522705, "text": "A party shall be deemed to be in default if:", "probability": 0.0005887315009725131 }, { "score": 5.059549808502197, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0005759530678579566 }, { "score": 4.958141803741455, "text": "This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees", "probability": 0.0005204106300924219 }, { "score": 4.754616737365723, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00042457688436809787 }, { "score": 4.343989372253418, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0002815938379358012 }, { "score": 4.2873334884643555, "text": "the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof.", "probability": 0.00026608341714916283 }, { "score": 4.255703449249268, "text": "A party shall be deemed to be in default if: a) such party makes a material breach of any provision of this Agreement and fails to cure such breach within thirty (30) days after having received notice and demand for cure of such breach from one or more of the non-defaulting Parties; b) such party becomes insolvent; or c) such party passes a resolution to dissolve, to liquidate whether voluntary or involuntary (except for the purpose of bonafide reconstruction or amalgamation).", "probability": 0.00025779889873359525 }, { "score": 4.140660762786865, "text": "the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees", "probability": 0.00022978340141771613 }, { "score": 4.109281539916992, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.00022268493153980025 }, { "score": 3.862581491470337, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.00017400044573926006 }, { "score": 3.784501791000366, "text": "A party shall be deemed to be in default if: a) such party makes a material breach of any provision of this Agreement and fails to cure such breach within thirty (30) days after having received notice and demand for cure of such breach from one or more of the non-defaulting Parties; b) such party becomes insolvent; or c) such party passes a resolution to dissolve, to liquidate whether voluntary or involuntary (except for the purpose of bonafide reconstruction or amalgamation). 15.2 If any event of default provided in Article 15.1 above happens with respect to a party:", "probability": 0.0001609313956925202 }, { "score": 3.7172813415527344, "text": "A party shall be deemed to be in default if: a) such party makes a material breach of any provision of this Agreement and fails to cure such breach within thirty (30) days after having received notice and demand for cure of such breach from one or more of the non-defaulting Parties; b) such party becomes insolvent; or c) such party passes a resolution to dissolve, to liquidate whether voluntary or involuntary (except for the purpose of bonafide reconstruction or amalgamation). 15.2 If any event of default provided in Article 15.1 above happens with respect to a party: If any event of default provided in Article 15.1 above occurs with respect to a party:", "probability": 0.0001504690945107902 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.20359992980957, "probability": 0.4912984812251187 }, { "score": 11.516456604003906, "text": "This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.24712851921710083 }, { "score": 10.801786422729492, "text": "This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.12093320165850843 }, { "score": 10.487695693969727, "text": "the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.0883359899693797 }, { "score": 9.268946647644043, "text": "the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.026112093660870927 }, { "score": 8.836755752563477, "text": "This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.\n\n\n\n(c) the duration for which the covenants in this Article are to be effective is reasonable. In the event that any court finally determines that the time period or the geographic scope of any such covenant is unreasonable or excessive and any covenant is to that extent made unenforceable, the parties agree that the restrictions of this Article shall remain in full force and effect for the greatest time period and within the Territory that would not render it unenforceable. The Parties agree that each of the covenants in Article shall be deemed to be a separate or independent covenant. ARTICLE - 15 EVENTS OF DEFAULT AND CONSEQUENT TRANSFER OF SHARES 15.1 A party shall be deemed to be in default if:", "probability": 0.01694898026372727 }, { "score": 6.392777919769287, "text": "(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.001471422820523393 }, { "score": 6.374512672424316, "text": "The net worth of MIL/MINDA as at that date is equal to at least RS 100 million.", "probability": 0.0014447908786667553 }, { "score": 6.370898723602295, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 0.0014395789019539197 }, { "score": 6.084808826446533, "text": "Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.0010814045921769674 }, { "score": 5.904880046844482, "text": "the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof.", "probability": 0.0009033293755154345 }, { "score": 5.674231052398682, "text": "This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees", "probability": 0.0007172598942024425 }, { "score": 5.41730260848999, "text": "A party shall be deemed to be in default if:", "probability": 0.0005547456971985086 }, { "score": 5.358987808227539, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.0005233209804870914 }, { "score": 5.174028396606445, "text": "(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.00043495196234930153 }, { "score": 4.9664530754089355, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.00035342110303697617 }, { "score": 3.747703790664673, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.00010447115323174273 }, { "score": 3.6352622509002686, "text": "by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 9.336060310057371e-05 }, { "score": 3.27127742767334, "text": "The net worth of MIL/MINDA as at that date is equal to at least RS 100 million. Tax and other matters That MIL/MINDA has duly and timely filed all tax returns required to be filed by it and has paid all taxes which are due and payable and has paid all assessments and reassessments, and all other taxes, governmental or municipal charges or levies, penalties, interest and fines due and payable by MIL/MINDA on or prior to the date hereof, which will result in any liability on its part after the Effective Date.", "probability": 6.487644563809787e-05 }, { "score": 3.1205594539642334, "text": "This", "probability": 5.579959721363431e-05 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.147302627563477, "probability": 0.9604560740921876 }, { "score": 7.565404415130615, "text": "the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.00983069895982714 }, { "score": 7.565402030944824, "text": "the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.009830675521642305 }, { "score": 6.275140762329102, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.002705390823083626 }, { "score": 5.9056243896484375, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.001869610295299063 }, { "score": 5.9056220054626465, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0018696058378060761 }, { "score": 5.819581985473633, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0017154708769269577 }, { "score": 5.651817321777344, "text": "(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.0014505212042346322 }, { "score": 5.651814937591553, "text": "(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.00145051774592671 }, { "score": 5.531451225280762, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.001286026004121262 }, { "score": 5.526968002319336, "text": "by using the Technical Know-How", "probability": 0.0012802733676219378 }, { "score": 5.387701034545898, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.001113832371549083 }, { "score": 5.161934852600098, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.0008887320223060822 }, { "score": 5.161932468414307, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0008887299034063485 }, { "score": 5.15745210647583, "text": "by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.", "probability": 0.0008847569784902507 }, { "score": 5.157449722290039, "text": "by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0008847548690677488 }, { "score": 5.075892448425293, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.000815460797093337 }, { "score": 4.053897857666016, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.00029346511039601494 }, { "score": 3.9332659244537354, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00026011577612750433 }, { "score": 3.7895162105560303, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.00022528744288592603 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.878881454467773, "probability": 0.6688771183413843 }, { "score": 10.926437377929688, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 0.25805075415608486 }, { "score": 8.756969451904297, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.029479301148421545 }, { "score": 8.168403625488281, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.01636463386528903 }, { "score": 7.258303642272949, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.006586502975552182 }, { "score": 6.997199058532715, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 0.005072926995632458 }, { "score": 6.669737815856934, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0036563183470622925 }, { "score": 6.242373466491699, "text": "(iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.0023847454180137588 }, { "score": 6.000814437866211, "text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "probability": 0.0018729848729344015 }, { "score": 5.944575309753418, "text": "by using the Technical Know-How", "probability": 0.0017705570576961214 }, { "score": 5.753091335296631, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0014620071391813312 }, { "score": 5.633131980895996, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement", "probability": 0.0012967367159362145 }, { "score": 4.948483943939209, "text": "of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "probability": 0.0006539024178220273 }, { "score": 4.677377700805664, "text": "16.4 If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 0.0004986237927018055 }, { "score": 4.626861095428467, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.0004740606578193413 }, { "score": 4.481873035430908, "text": "an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 0.00041007793360277046 }, { "score": 4.282485008239746, "text": "(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "probability": 0.00033594894412281034 }, { "score": 4.038294792175293, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.00026316178110438954 }, { "score": 3.9754421710968018, "text": "of the marketing and sale of goods similar to the Products in the Territory", "probability": 0.00024713045602868386 }, { "score": 3.9565563201904297, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL),", "probability": 0.00024250698360950057 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Insurance": [ { "text": "", "score": 12.17731761932373, "probability": 0.9999215017509119 }, { "score": 1.2477822303771973, "text": "A party shall be deemed to be in default if:", "probability": 1.7919628345575738e-05 }, { "score": 1.038744568824768, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 1.4539353479166054e-05 }, { "score": 0.7784051895141602, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 1.1206787559371077e-05 }, { "score": 0.6862945556640625, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 1.0220637831694603e-05 }, { "score": 0.5987392067909241, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 9.363822970314537e-06 }, { "score": -0.43358314037323, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 3.3351954953239225e-06 }, { "score": -0.873588502407074, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement. 17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n (i) in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.", "probability": 2.147975852870936e-06 }, { "score": -1.0939788818359375, "text": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 1.7231181982849699e-06 }, { "score": -1.1368556022644043, "text": "(c) the duration for which the covenants in this Article are to be effective is reasonable. In the event that any court finally determines that the time period or the geographic scope of any such covenant is unreasonable or excessive and any covenant is to that extent made unenforceable, the parties agree that the restrictions of this Article shall remain in full force and effect for the greatest time period and within the Territory that would not render it unenforceable. The Parties agree that each of the covenants in Article shall be deemed to be a separate or independent covenant. ARTICLE - 15 EVENTS OF DEFAULT AND CONSEQUENT TRANSFER OF SHARES 15.1 A party shall be deemed to be in default if:", "probability": 1.6507980457009375e-06 }, { "score": -1.227811336517334, "text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "probability": 1.5072745720011236e-06 }, { "score": -1.6620347499847412, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 9.763635104549313e-07 }, { "score": -1.9030638933181763, "text": "The execution and performance by MINDA and MIL of this Agreement will not:", "probability": 7.672447286073589e-07 }, { "score": -2.1716809272766113, "text": ":", "probability": 5.865094549971417e-07 }, { "score": -2.348097085952759, "text": "the duration for which the covenants in this Article are to be effective is reasonable. In the event that any court finally determines that the time period or the geographic scope of any such covenant is unreasonable or excessive and any covenant is to that extent made unenforceable, the parties agree that the restrictions of this Article shall remain in full force and effect for the greatest time period and within the Territory that would not render it unenforceable. The Parties agree that each of the covenants in Article shall be deemed to be a separate or independent covenant. ARTICLE - 15 EVENTS OF DEFAULT AND CONSEQUENT TRANSFER OF SHARES 15.1 A party shall be deemed to be in default if:", "probability": 4.916527282292316e-07 }, { "score": -2.3897931575775146, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:", "probability": 4.7157424665158886e-07 }, { "score": -2.508842706680298, "text": "17\n\n\n\n\n\n 16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 4.186465507408271e-07 }, { "score": -2.5424911975860596, "text": "The Parties agree that each of the covenants in Article shall be deemed to be a separate or independent covenant. ARTICLE - 15 EVENTS OF DEFAULT AND CONSEQUENT TRANSFER OF SHARES 15.1 A party shall be deemed to be in default if:", "probability": 4.0479409025990944e-07 }, { "score": -2.579956531524658, "text": "16.5 In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:", "probability": 3.899089244371576e-07 }, { "score": -2.6137239933013916, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 3.769625037645289e-07 } ], "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.11962890625, "probability": 0.9811804264130609 }, { "score": 7.00746488571167, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0059096838920574485 }, { "score": 6.265295505523682, "text": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products. 14.2 MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0028134822832966843 }, { "score": 5.686685085296631, "text": "of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0015774546115258706 }, { "score": 5.6785736083984375, "text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "probability": 0.0015647108800023193 }, { "score": 5.586102485656738, "text": "during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect 15\n\n\n\n\n\n of the marketing and sale of goods similar to the Products in the Territory.", "probability": 0.0014265086322050892 }, { "score": 5.125924110412598, "text": "A party shall be deemed to be in default if:", "probability": 0.0009003709514725108 }, { "score": 4.9405364990234375, "text": "IMPCO expressly agrees that during the existence of 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(\"About\"), a Delaware corporation, located at 1440 Broadway, 19th Floor, New York, NY 10018 and ebix.com, Inc.", "probability": 0.0018858342774716174 }, { "score": 9.6265869140625, "text": "Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix [**] Advertising Impressions in the form and manner set forth on EXHIBIT G; About will not begin to deliver the Impressions as set forth in Exhibit G until the Insurance Center is live and fully functional.\n\n4.2 Commencing on or about March 20, 2001", "probability": 0.0017643710944741052 }, { "score": 9.584417343139648, "text": "19th day of January", "probability": 0.001691515268081252 }, { "score": 9.571298599243164, "text": "Commencing on the Effective Date and continuing until March 15, 2001", "probability": 0.001669469634167848 }, { "score": 9.530342102050781, "text": "Commencing on the Effective Date and continuing until March 15, 2001,", "probability": 0.0016024752970958409 }, { "score": 9.377805709838867, "text": "February 15, 2001", "probability": 0.0013757693504662623 }, { "score": 9.070136070251465, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.0010114080436982144 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Expiration Date": [ { "score": 12.937336921691895, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.6328266048402333 }, { "text": "", "score": 11.767314910888672, "probability": 0.19640413463534856 }, { "score": 10.612343788146973, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix,", "probability": 0.06188038980605882 }, { "score": 10.489175796508789, "text": "Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001 and continuing through out the Term, About shall maintain all the Links and Partnership Box integration as set forth in section 3.1", "probability": 0.05470938863875014 }, { "score": 9.888389587402344, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 0.030001552320113208 }, { "score": 9.050851821899414, "text": "Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001 and continuing through out the Term, About shall maintain all the Links and Partnership Box integration as set forth in section 3.1", "probability": 0.012983915975770532 }, { "score": 7.947371959686279, "text": "Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001 and continuing through out the Term,", "probability": 0.004306956458772494 }, { "score": 6.501873016357422, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix", "probability": 0.0010148416122596647 }, { "score": 6.258501052856445, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.0007956153725596044 }, { "score": 6.210244655609131, "text": "Commencing on or about March 20, 2001", "probability": 0.0007581334848443983 }, { "score": 6.092339515686035, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix. About will make commercially reasonable efforts to achieve that number in twelve (12) months or less from the Effective Date.", "probability": 0.0006738141503667633 }, { "score": 5.958742618560791, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.0005895487622087412 }, { "score": 5.907390594482422, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof", "probability": 0.000560038432248477 }, { "score": 5.697884559631348, "text": "Commencing on the Effective Date and continuing until March 15, 2001,", "probability": 0.0004541826253050919 }, { "score": 5.683849334716797, "text": "The", "probability": 0.00044785259561294904 }, { "score": 5.678790092468262, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of", "probability": 0.0004455925227887867 }, { "score": 5.497361183166504, "text": "Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001", "probability": 0.00037165871451503896 }, { "score": 5.365541458129883, "text": "but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.00032575848851451264 }, { "score": 5.07413387298584, "text": "Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001", "probability": 0.0002434103467497347 }, { "score": 4.910219192504883, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement", "probability": 0.00020661021697929418 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Renewal Term": [ { "score": 12.698562622070312, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.677039858121307 }, { "text": "", "score": 11.68409538269043, "probability": 0.2454916431233938 }, { "score": 9.641791343688965, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix,", "probability": 0.0318474994083164 }, { "score": 9.337285041809082, "text": "but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.02348712891930799 }, { "score": 8.27987289428711, "text": "(the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.008158337561576964 }, { "score": 7.956328392028809, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix. About will make commercially reasonable efforts to achieve that number in twelve (12) months or less from the Effective Date.", "probability": 0.005903207904395862 }, { "score": 7.3835344314575195, "text": "in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.0033290998601751983 }, { "score": 6.595089912414551, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix", "probability": 0.0015132466411321053 }, { "score": 6.338754653930664, "text": "but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.001171075055365936 }, { "score": 5.807673454284668, "text": "(the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix. About will make commercially reasonable efforts to achieve that number in twelve (12) months or less from the Effective Date.", "probability": 0.0006885557286413028 }, { "score": 4.691873073577881, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.00022560729978291798 }, { "score": 4.606290817260742, "text": "The", "probability": 0.00020710245447583682 }, { "score": 4.5950517654418945, "text": "but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix. About will make commercially reasonable efforts to achieve that number in twelve (12) months or less from the Effective Date.", "probability": 0.0002047878505989245 }, { "score": 4.277252674102783, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof", "probability": 0.00014903415037315976 }, { "score": 4.047746658325195, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but", "probability": 0.00011847114881802794 }, { "score": 3.8665552139282227, "text": "but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix. About will make commercially reasonable efforts to achieve that number in twelve (12) months or less from the Effective Date.", "probability": 9.883759184454274e-05 }, { "score": 3.852691173553467, "text": "no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 9.747675860143906e-05 }, { "score": 3.812751054763794, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered", "probability": 9.366024854818742e-05 }, { "score": 3.7936041355133057, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix. About", "probability": 9.18840024175273e-05 }, { "score": 3.697758197784424, "text": "in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 8.348617092706464e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.869756698608398, "probability": 0.8060770600560647 }, { "score": 10.088676452636719, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.1357885776430611 }, { "score": 8.931717872619629, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.042697506380992435 }, { "score": 7.134110450744629, "text": "but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.007074757010138189 }, { "score": 6.407444000244141, "text": "but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.003420773337477519 }, { "score": 5.838176727294922, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix,", "probability": 0.0019359523474538718 }, { "score": 5.045593738555908, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix. About will make commercially reasonable efforts to achieve that number in twelve (12) months or less from the Effective Date.", "probability": 0.0008763553548276656 }, { "score": 4.504927635192871, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix,", "probability": 0.0005103544893970049 }, { "score": 4.200440883636475, "text": "in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "probability": 0.0003763873540176338 }, { "score": 3.5897340774536133, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled", "probability": 0.00020436589777394628 }, { "score": 3.544213056564331, "text": "About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement.", "probability": 0.0001952715165961481 }, { "score": 3.238189220428467, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.00014379190449808263 }, { "score": 3.08748197555542, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix", "probability": 0.00012367533945888964 }, { "score": 2.9864425659179688, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix", "probability": 0.00011178981900721247 }, { "score": 2.949986219406128, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 0.00010778776402018924 }, { "score": 2.656510353088379, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered", "probability": 8.037380216830991e-05 }, { "score": 2.599365234375, "text": "The", "probability": 7.590960015777022e-05 }, { "score": 2.521319627761841, "text": "but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix. About will make commercially reasonable efforts to achieve that number in twelve (12) months or less from the Effective Date.", "probability": 7.021047764396894e-05 }, { "score": 2.490283250808716, "text": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled", "probability": 6.806486701231645e-05 }, { "score": 2.381270170211792, "text": "The parties' obligations under this Section 12 shall survive the termination or non-renewal of this Agreement.\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n13. TERMINATION AND SURVIVAL\n\n13.1 eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 6.103503823296142e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Governing Law": [ { "score": 14.552118301391602, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles.", "probability": 0.6562780307564707 }, { "score": 13.5405855178833, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles.", "probability": 0.2386628157457853 }, { "text": "", "score": 12.298458099365234, "probability": 0.06891847776982712 }, { "score": 10.602302551269531, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles. Litigation initiated by ebix shall be filed in New York, whereas litigation initiated by About shall be filed in Illinois. Both parties submit to personal jurisdiction of Illinois or New York, to effectuate the terms of this paragraph, and further", "probability": 0.012638766240573704 }, { "score": 10.548789024353027, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles. Litigation initiated by ebix shall be filed in New York, whereas litigation initiated by About shall be filed in Illinois. Both parties submit to personal jurisdiction of Illinois or New York, to effectuate the terms of this paragraph, and further\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\nagree that any cause of action arising under this Agreement shall be brought in state or federal courts of the States of New York or Illinois, counties of New York or Cook, respectively.", "probability": 0.011980199550143043 }, { "score": 9.860784530639648, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles. Litigation initiated by ebix shall be filed in New York, whereas litigation initiated by About shall be filed in Illinois. Both parties submit to personal jurisdiction of Illinois or New York, to effectuate the terms of this paragraph, and further", "probability": 0.0060209843291218 }, { "score": 8.417746543884277, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles. Litigation initiated by ebix shall be filed in New York, whereas litigation initiated by About shall be filed in Illinois.", "probability": 0.0014222110939893216 }, { "score": 8.011014938354492, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles", "probability": 0.0009469406716325857 }, { "score": 7.7928009033203125, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles. Litigation initiated by ebix shall be filed in New York, whereas litigation initiated by About shall be filed in Illinois.", "probability": 0.0007612961243274794 }, { "score": 7.738931655883789, "text": "agree that any cause of action arising under this Agreement shall be brought in state or federal courts of the States of New York or Illinois, counties of New York or Cook, respectively.", "probability": 0.0007213707056461267 }, { "score": 7.1467671394348145, "text": "Both parties submit to personal jurisdiction of Illinois or New York, to effectuate the terms of this paragraph, and further", "probability": 0.0003990108635863432 }, { "score": 7.093254089355469, "text": "Both parties submit to personal jurisdiction of Illinois or New York, to effectuate the terms of this paragraph, and further\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\nagree that any cause of action arising under this Agreement shall be brought in state or federal courts of the States of New York or Illinois, counties of New York or Cook, respectively.", "probability": 0.0003782198322875249 }, { "score": 6.7961273193359375, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles. Litigation initiated by ebix shall be filed in New York, whereas litigation initiated by About shall be filed in Illinois. Both parties submit to personal jurisdiction of Illinois or New York, to effectuate the terms of this paragraph, and", "probability": 0.0002809983573125309 }, { "score": 6.177657127380371, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles. Litigation initiated by ebix shall be filed in New York, whereas litigation initiated by About shall be filed in Illinois. Both parties submit to personal jurisdiction of Illinois or New York, to effectuate the terms of this paragraph, and further\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\nagree that any cause of action arising under this Agreement shall be brought in state or federal courts of the States of New York or Illinois, counties of New York or Cook, respectively", "probability": 0.00015139292834608046 }, { "score": 5.684282302856445, "text": "This", "probability": 9.24348254985874e-05 }, { "score": 5.651335716247559, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles", "probability": 8.943903503334372e-05 }, { "score": 5.530252456665039, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph,", "probability": 7.923942463668739e-05 }, { "score": 5.408495903015137, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph", "probability": 7.015572451456196e-05 }, { "score": 5.192811489105225, "text": "This", "probability": 5.654478580227854e-05 }, { "score": 5.098801612854004, "text": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles. Litigation initiated by ebix shall be filed in New York, whereas litigation initiated by About shall be filed in Illinois. Both parties submit to personal jurisdiction of Illinois or New York, to effectuate the terms of this paragraph, and", "probability": 5.147123546504824e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Most Favored Nation": [ { "score": 12.80979061126709, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.44422196395564295 }, { "text": "", "score": 12.091123580932617, "probability": 0.21651445804020764 }, { "score": 12.066413879394531, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.21123000787079924 }, { "score": 10.865880966186523, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.06358736017785487 }, { "score": 10.205578804016113, "text": "If ebix wishes to increase the length of the Filled Application Form by more than 10% during the Term, About must approve such change.", "probability": 0.03285528284112869 }, { "score": 9.165067672729492, "text": "If ebix wishes to increase the length of the Filled Application Form by more than 10% during the Term, About must approve such change.", "probability": 0.011606919371202664 }, { "score": 9.058928489685059, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H", "probability": 0.010438096463538021 }, { "score": 7.585720062255859, "text": "About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.0023922965575732757 }, { "score": 7.2394256591796875, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions,", "probability": 0.0016920814600217971 }, { "score": 6.842343330383301, "text": "About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.0011375502827139527 }, { "score": 6.833282470703125, "text": "If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due.", "probability": 0.0011272896544784728 }, { "score": 6.212098121643066, "text": "If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due.", "probability": 0.0006057014123151655 }, { "score": 6.150622844696045, "text": "ebix shall pay to About, [**] in consideration for the Advertising Impressions as set forth in Section 4.1 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], herein, no later than seven (7) business days from the Effective Date , which shall be paid to About via wire transfer, pursuant to the following instructions:[**]", "probability": 0.0005695871890692765 }, { "score": 5.806733131408691, "text": "4.2 Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.00040384137125897994 }, { "score": 5.738971710205078, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...],", "probability": 0.00037738305561823415 }, { "score": 5.706674575805664, "text": "If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due. If such sums exceed five percent (5%) of the total monies owed in connection with such audited amount to About ,ebix will pay for all costs reasonably incurred by About in connection with the audit.", "probability": 0.000365389387443727 }, { "score": 5.38210916519165, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.00026411858535429746 }, { "score": 5.228103160858154, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement,", "probability": 0.0002264201139474099 }, { "score": 5.064369201660156, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and", "probability": 0.00019222339777101545 }, { "score": 5.063356399536133, "text": "4.2 Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.0001920288120605097 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Compete": [ { "text": "", "score": 11.962257385253906, "probability": 0.9755327249056646 }, { "score": 7.258669853210449, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.008840966243673703 }, { "score": 6.892121315002441, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.0061278725610659154 }, { "score": 6.458309173583984, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 0.003971069661814069 }, { "score": 6.361289978027344, "text": "However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.003603898942842729 }, { "score": 4.423768043518066, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.0005191794806657521 }, { "score": 3.7224180698394775, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.0002574690889204096 }, { "score": 3.51613712310791, "text": "or provided by About for use on the Insurance Center;", "probability": 0.00020947800025641528 }, { "score": 3.185455083847046, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.0001504960268056644 }, { "score": 2.993454694747925, "text": "or provided by About for use on the Insurance Center; (iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network , will not infringe upon or violate the copyright, trademark, patent, or other intellectual property rights or interests of any third party or misappropriate the trade secrets of any third party, constitute false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or violate any anti-discrimination law or regulation;", "probability": 0.0001242053562752188 }, { "score": 2.929905414581299, "text": "If, however, at the end of a Quarter, About has not generated the applicable Quarterly Filled Application goals as set forth on EXHIBIT I, About shall deliver additional advertising impressions, in the amounts also set forth on EXHIBIT I.", "probability": 0.00011655776821503738 }, { "score": 2.8228988647460938, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.0001047294611647063 }, { "score": 2.724691152572632, "text": "or provided by About for use on the Insurance Center;", "probability": 9.49331303408274e-05 }, { "score": 2.456080198287964, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 4\n\n3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 7.25707391313153e-05 }, { "score": 2.2254979610443115, "text": "During", "probability": 5.7626328833906855e-05 }, { "score": 2.1205391883850098, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 5.188453601313623e-05 }, { "score": 2.022538185119629, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 4.7041010503449794e-05 }, { "score": 1.9252464771270752, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However", "probability": 4.2679899733041965e-05 }, { "score": 1.8878568410873413, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 4\n\n3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "probability": 4.111357837870433e-05 }, { "score": 1.683161735534668, "text": "During the Term and any time thereafter,", "probability": 3.350327970114531e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Exclusivity": [ { "score": 12.990192413330078, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "probability": 0.4161000311316305 }, { "score": 12.751985549926758, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 0.3279033260877782 }, { "text": "", "score": 12.202301025390625, "probability": 0.18924345405971263 }, { "score": 10.394233703613281, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1 Commencing on the Effective Date and continuing until March 15, 2001,", "probability": 0.031030387959017774 }, { "score": 9.756304740905762, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1 Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix", "probability": 0.016396010095678617 }, { "score": 9.059200286865234, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1 Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix [**] Advertising Impressions in the form and manner set forth on", "probability": 0.008165627405714936 }, { "score": 7.542276382446289, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1 Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix [**] Advertising Impressions in the form", "probability": 0.0017914218961720479 }, { "score": 7.414761066436768, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1 Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix [**] Advertising Impressions in the form and", "probability": 0.001576952747373254 }, { "score": 7.368819713592529, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 0.0015061443746269964 }, { "score": 7.35623025894165, "text": "3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "probability": 0.0014873016967153587 }, { "score": 7.118022918701172, "text": "3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 0.0011720521610474636 }, { "score": 6.835047721862793, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above", "probability": 0.0008831864012963964 }, { "score": 6.778508186340332, "text": "[**]", "probability": 0.0008346368689701241 }, { "score": 6.22000789642334, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...]", "probability": 0.00047746767098342293 }, { "score": 5.922484874725342, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1 Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix [**]", "probability": 0.000354593985164063 }, { "score": 5.718910217285156, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS", "probability": 0.0002892810693370565 }, { "score": 5.558440208435059, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**", "probability": 0.00024639323228187827 }, { "score": 5.535003662109375, "text": "Commencing on the Effective Date and continuing until March 15, 2001,", "probability": 0.0002406857687393215 }, { "score": 5.209822177886963, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.00017387049393162017 }, { "score": 4.8970746994018555, "text": "Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix", "probability": 0.00012717489382820462 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.126951217651367, "probability": 0.9185220391229243 }, { "score": 8.991576194763184, "text": "However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.03994050117751886 }, { "score": 8.966520309448242, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.038952189773592015 }, { "score": 5.50864315032959, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 0.0012268597202100351 }, { "score": 5.042986869812012, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.0007701280734714512 }, { "score": 2.9206440448760986, "text": "During the Term and any time thereafter,", "probability": 9.222341021901197e-05 }, { "score": 2.5689470767974854, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein", "probability": 6.48785484805597e-05 }, { "score": 2.4275100231170654, "text": "During", "probability": 5.632170492544501e-05 }, { "score": 2.4180002212524414, "text": "However", "probability": 5.578863538119759e-05 }, { "score": 2.3929443359375, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However", "probability": 5.440816836322766e-05 }, { "score": 2.1735007762908936, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 4.3687880811840894e-05 }, { "score": 2.0489659309387207, "text": "or provided by About for use on the Insurance Center;", "probability": 3.857235743599228e-05 }, { "score": 1.9103161096572876, "text": "customers, including but not limited to business plans, systems configurations, technologies, data files, reports, projections, initiatives, user data and site usage data.", "probability": 3.357850298311262e-05 }, { "score": 1.7446599006652832, "text": "However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above", "probability": 2.8452324473644125e-05 }, { "score": 1.7196040153503418, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above", "probability": 2.7748283314507226e-05 }, { "score": 1.5851099491119385, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 2.4256385674442e-05 }, { "score": 1.4547631740570068, "text": "ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 2.1292036603848593e-05 }, { "score": 1.2073427438735962, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 1.6625085082311616e-05 }, { "score": 1.1317791938781738, "text": "However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data,", "probability": 1.5415124752994797e-05 }, { "score": 1.1067233085632324, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data,", "probability": 1.5033683781119491e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Competitive Restriction Exception": [ { "score": 12.554338455200195, "text": "However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.32953474372286523 }, { "text": "", "score": 12.04100227355957, "probability": 0.1972250791925498 }, { "score": 11.898773193359375, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "probability": 0.17107747606788515 }, { "score": 11.238336563110352, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.08838302267979599 }, { "score": 11.124212265014648, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "probability": 0.07885065355575419 }, { "score": 10.919550895690918, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 0.06425722910163119 }, { "score": 10.41065788269043, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 0.03862892003494157 }, { "score": 9.021736145019531, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 0.009631890132338266 }, { "score": 8.904664993286133, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.00856777721001703 }, { "score": 8.479227066040039, "text": "ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.005598901417196652 }, { "score": 7.828738212585449, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above", "probability": 0.0029214543271704084 }, { "score": 7.053420543670654, "text": "However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above", "probability": 0.0013454975638955648 }, { "score": 6.688063621520996, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 0.0009337065825790619 }, { "score": 6.23431921005249, "text": "Standard About.com advertising units include, but are not limited to: 468x60 pixel banners, 120x60 pixel buttons; \"MarketPlace\" text link, 18 characters; \"SuperLink\" text link, 2 lines at 20 characters per line or 1 wrapped line at 40 characters, plus one link for URL (250 character limit).", "probability": 0.0005931325070087858 }, { "score": 5.993578910827637, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1 Commencing on the Effective Date and continuing until March 15, 2001,", "probability": 0.0004662292783556283 }, { "score": 5.953421115875244, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...]", "probability": 0.00044787748848452394 }, { "score": 5.845151901245117, "text": "[**]", "probability": 0.0004019189764489264 }, { "score": 5.827609062194824, "text": "3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "probability": 0.0003949296619897137 }, { "score": 5.785620212554932, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1 Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix [**] Advertising Impressions in the form and manner set forth on EXHIBIT G;", "probability": 0.0003786903408437706 }, { "score": 5.737419605255127, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above", "probability": 0.00036087015824828135 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.187292098999023, "probability": 0.999847003298862 }, { "score": 2.634507894515991, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 7.099243663326286e-05 }, { "score": 2.20393705368042, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 4.6154871079906135e-05 }, { "score": 1.061476707458496, "text": "However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 1.4724932684518468e-05 }, { "score": -0.3197951316833496, "text": "During", "probability": 3.699768754360553e-06 }, { "score": -0.623589277267456, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 2.7304766015758063e-06 }, { "score": -0.6313052177429199, "text": "During the Term and any time thereafter,", "probability": 2.709489478468276e-06 }, { "score": -0.8214051723480225, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 2.2404131217416576e-06 }, { "score": -0.8244795799255371, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However", "probability": 2.2335357559931572e-06 }, { "score": -1.2519761323928833, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 1.4565772267677563e-06 }, { "score": -1.565242886543274, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 1.0648378819101367e-06 }, { "score": -1.7589359283447266, "text": "During the Term and any time thereafter", "probability": 8.773314009379376e-07 }, { "score": -1.7740731239318848, "text": "During the Term", "probability": 8.641510722057298e-07 }, { "score": -1.8046014308929443, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 8.381686210256875e-07 }, { "score": -2.3975107669830322, "text": "However", "probability": 4.6326996529732606e-07 }, { "score": -2.4439992904663086, "text": "(iii) within fifty percent (50%) of the Partnership Box on each of the following About Guide Site Home Pages and all the subsequent Guide Sites Sub-Pages until the termination of this agreement as detailed in section 2.1: Personal Insurance, Senior Health, Retirement Planning, Consumer Information/Advocacy, Auto Repair, Vintage Cars, Motorcycles, 4 Wheel Drive/SUVs, Trucks, Cars, Power Boating, and Sailing for as long as such Guide Sites are in existence, substantially as depicted in EXHIBIT E, ; and (iv) Links from the Advertising Placements, as set forth in the greater detail in Section 4.", "probability": 4.422261660361748e-07 }, { "score": -2.5480334758758545, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 3.98531783808271e-07 }, { "score": -2.6107418537139893, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 3.743079580457137e-07 }, { "score": -2.6175131797790527, "text": "During the Term and any time thereafter, eBix shall", "probability": 3.7178195864741674e-07 }, { "score": -2.650847911834717, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein", "probability": 3.595929933014153e-07 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Disparagement": [ { "text": "", "score": 11.673849105834961, "probability": 0.996765711740936 }, { "score": 5.079097747802734, "text": "or provided by About for use on the Insurance Center; (iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network , will not infringe upon or violate the copyright, trademark, patent, or other intellectual property rights or interests of any third party or misappropriate the trade secrets of any third party, constitute false advertising, unfair competition, defamation, invasion of privacy or", "probability": 0.0013631039168474882 }, { "score": 3.920233726501465, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 0.0004277999367318739 }, { "score": 3.5915865898132324, "text": "(v)ebix shall not", "probability": 0.0003079718898439928 }, { "score": 3.515183210372925, "text": "or provided by About for use on the Insurance Center;", "probability": 0.00028531822395075156 }, { "score": 2.8515162467956543, "text": "approval of such sample.", "probability": 0.00014692733855800415 }, { "score": 2.567174196243286, "text": "ebix shall not", "probability": 0.00011056417465624358 }, { "score": 2.327869176864624, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 8.70333256815934e-05 }, { "score": 2.1847383975982666, "text": "or provided by About for use on the Insurance Center; (iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network , will not infringe upon or violate the copyright, trademark, patent, or other intellectual property rights or interests of any third party or misappropriate the trade secrets of any third party, constitute", "probability": 7.542662428039307e-05 }, { "score": 2.1478271484375, "text": "(iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network , will not infringe upon or violate the copyright, trademark, patent, or other intellectual property rights or interests of any third party or misappropriate the trade secrets of any third party, constitute false advertising, unfair competition, defamation, invasion of privacy or", "probability": 7.269328909308435e-05 }, { "score": 1.8487273454666138, "text": "approval of such sample. All goodwill associated with the use of Licensor's Marks shall inure to the benefit of such Licensor.", "probability": 5.3901012780093855e-05 }, { "score": 1.8074257373809814, "text": "or provided by About for use on the Insurance Center; (iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network ,", "probability": 5.1720160628725096e-05 }, { "score": 1.773249626159668, "text": "approval of such sample.", "probability": 4.9982430237015e-05 }, { "score": 1.5912476778030396, "text": "(v)ebix shall not (a) hold itself out as having any proprietary rights with respect to the About Marks or (b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof, or (c) attempt to register or cause to be registered the About Marks or create or use or attempt to register or cause to be registered any marks or trade names that are confusingly similar to the About Marks, or (d) use the About Marks hereunder without About's approval of such use.", "probability": 4.1665339663791886e-05 }, { "score": 1.2896250486373901, "text": "(iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network , will not infringe upon or violate the copyright, trademark, patent, or other intellectual property rights or interests of any third party or misappropriate the trade secrets of any third party, constitute false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or violate any anti-discrimination law or regulation; (iv) About will take commercially reasonable precautions to insure that the About Network and the About Network are and will continue to be free of any software disabling devices , including, but not limited to, time bombs, viruses or devices of a similar nature; and (v) About shall not", "probability": 3.0816398616064017e-05 }, { "score": 1.2037506103515625, "text": "constitute false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or violate any anti-discrimination law or regulation;", "probability": 2.8280500322256864e-05 }, { "score": 1.1918954849243164, "text": "or provided by About for use on the Insurance Center", "probability": 2.794721094097662e-05 }, { "score": 1.1247789859771729, "text": "(iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network , will not infringe upon or violate the copyright, trademark, patent, or other intellectual property rights or interests of any third party or misappropriate the trade secrets of any third party, constitute false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or violate any anti-discrimination law or regulation;", "probability": 2.6133052912252222e-05 }, { "score": 1.0347622632980347, "text": "approval of such sample. All goodwill associated with the use of Licensor's Marks shall inure to the benefit of such Licensor.", "probability": 2.3883412624864854e-05 }, { "score": 1.0022770166397095, "text": "false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or violate any anti-discrimination law or regulation; (iv) About will take commercially reasonable precautions to insure that the About Network and the About Network are and will continue to be free of any software disabling devices , including, but not limited to, time bombs, viruses or devices of a similar nature; and (v) About shall not", "probability": 2.31200206945023e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Termination For Convenience": [ { "text": "", "score": 11.782796859741211, "probability": 0.4941212971294418 }, { "score": 11.749382019042969, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 0.47788312159323426 }, { "score": 8.059168815612793, "text": "eBix may terminate this Agreement, [**] upon [**] to About", "probability": 0.011931154254193827 }, { "score": 7.30684232711792, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.\n\n13.2 Either party may terminate this Agreement if the other", "probability": 0.005622781639883254 }, { "score": 6.195652008056641, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement", "probability": 0.001850833681276482 }, { "score": 6.156400203704834, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.\n\n13.2 Either party may terminate this Agreement if the other (i) fails to make any payment required to be made by it hereunder for more than twenty (20) business days after such party shall have received notice from the other party of the failure of payment thereof, or (ii) commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach.", "probability": 0.00177959243993617 }, { "score": 5.556490421295166, "text": "provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 0.0009767491545221443 }, { "score": 5.506659984588623, "text": "eBix may terminate this Agreement, [**] upon [**] to", "probability": 0.0009292700928768202 }, { "score": 5.317180633544922, "text": "eBix may terminate this Agreement, [**] upon [**] to About;", "probability": 0.0007688685976452048 }, { "score": 5.1153740882873535, "text": "Either party may terminate this Agreement if the other", "probability": 0.0006283601788891693 }, { "score": 5.091428756713867, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.\n\n13.2 Either party may terminate this Agreement", "probability": 0.0006134926009888568 }, { "score": 4.936972618103027, "text": "Either party may terminate this Agreement if the other (i) fails to make any payment required to be made by it hereunder for more than twenty (20) business days after such party shall have received notice from the other party of the failure of payment thereof, or (ii) commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach.", "probability": 0.000525690199631394 }, { "score": 4.890413284301758, "text": "upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS; Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET; Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders.", "probability": 0.0005017754612783125 }, { "score": 4.549106597900391, "text": "however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 0.00035668250521149296 }, { "score": 4.470694541931152, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.0003297827119552795 }, { "score": 4.468944549560547, "text": "13.1 eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 0.00032920609940633594 }, { "score": 4.104290008544922, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.00022861273433953205 }, { "score": 4.024356842041016, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.\n\n13.2 Either party may terminate this Agreement if the other (i) fails to make any payment required to be made by it hereunder for more than twenty (20) business days after such party shall have received notice from the other party of the failure of payment thereof,", "probability": 0.00021105025681614166 }, { "score": 4.008563041687012, "text": "eBix may terminate this Agreement", "probability": 0.00020774315578649168 }, { "score": 3.9900643825531006, "text": "Bix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 0.0002039355126868894 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.280067443847656, "probability": 0.9996998160622251 }, { "score": 4.026947975158691, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.00026036665789886505 }, { "score": 0.9589023590087891, "text": "or provided by About for use on the Insurance Center;", "probability": 1.2110165745356636e-05 }, { "score": 0.1275199055671692, "text": "Anything contained herein to the contrary notwithstanding, the Licensee shall, prior to any use of Licensor's Marks pursuant to this Agreement, submit to Licensor a sample of the proposed use thereof and obtain from the Licensor", "probability": 5.273333950368198e-06 }, { "score": -0.19893765449523926, "text": "or provided by About for use on the Insurance Center;", "probability": 3.8045785788972103e-06 }, { "score": -0.45889586210250854, "text": "Anything contained herein to the contrary notwithstanding, the Licensee shall, prior to any use of Licensor's Marks pursuant to this Agreement, submit to Licensor a sample of the proposed use thereof and obtain from the Licensor\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n approval of such sample.", "probability": 2.9336489482200247e-06 }, { "score": -0.577669620513916, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 2.605105737520861e-06 }, { "score": -0.714876651763916, "text": "approval of such sample.", "probability": 2.2711044007858183e-06 }, { "score": -1.0492160320281982, "text": "or provided by About for use on the Insurance Center", "probability": 1.625681078308825e-06 }, { "score": -1.0684056282043457, "text": "Subject", "probability": 1.5947823303282319e-06 }, { "score": -1.2410213947296143, "text": "(b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS; Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET; Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders.", "probability": 1.341946927412739e-06 }, { "score": -1.4071232080459595, "text": "termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 4\n\n3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1 Commencing on the Effective Date and continuing until March 15, 2001,", "probability": 1.1365753669485683e-06 }, { "score": -1.6594007015228271, "text": "If ebix wishes to increase the length of the Filled Application Form by more than 10% during the Term, About must approve such change.", "probability": 8.831521204213944e-07 }, { "score": -1.7516446113586426, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks.", "probability": 8.05331144723402e-07 }, { "score": -1.7754063606262207, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement", "probability": 7.864206311896221e-07 }, { "score": -1.9651451110839844, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n .", "probability": 6.50507646711616e-07 }, { "score": -1.967512845993042, "text": "6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 6.489692390373797e-07 }, { "score": -2.3085525035858154, "text": "or provided by About for use on the Insurance Center", "probability": 4.614370587236368e-07 }, { "score": -2.3495421409606934, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 4.4290532023839753e-07 }, { "score": -2.352417469024658, "text": "About Users linking from the Insurance Center to the About Network\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 7\n\n or provided by About for use on the Insurance Center;", "probability": 4.4163365125032955e-07 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Change Of Control": [ { "text": "", "score": 12.296869277954102, "probability": 0.6514938763817398 }, { "score": 10.709684371948242, "text": "(b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS; Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET; Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders.", "probability": 0.1332308171396905 }, { "score": 10.410157203674316, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "probability": 0.09874649633307209 }, { "score": 9.215460777282715, "text": "Either party may terminate immediately upon written notice if the other party", "probability": 0.02990003038416015 }, { "score": 9.129586219787598, "text": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business; (ii) has a petition filed against it under any state or federal bankruptcy law which petition has not been dismissed or set aside within ninety (90) days of its filing, or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement;", "probability": 0.027439537262216776 }, { "score": 8.882278442382812, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "probability": 0.021427543238552345 }, { "score": 8.017638206481934, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign", "probability": 0.009025346761322153 }, { "score": 7.807929039001465, "text": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business;", "probability": 0.007317931882254517 }, { "score": 7.594517707824707, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.005911599437053038 }, { "score": 7.3004937171936035, "text": "(b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS; Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET; Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders", "probability": 0.004405670391184037 }, { "score": 6.524899959564209, "text": "(b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice:", "probability": 0.0020285042095595377 }, { "score": 6.509208679199219, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 0.001996922805603 }, { "score": 6.212375164031982, "text": "(b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS;", "probability": 0.001484048584867086 }, { "score": 6.140944004058838, "text": "or (b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS; Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET; Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders.", "probability": 0.001381738823945007 }, { "score": 5.91028356552124, "text": "ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS; Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET; Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders.", "probability": 0.0010971131104079628 }, { "score": 5.5078444480896, "text": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business; (ii) has a petition filed against it under any state or federal bankruptcy law which petition has not been dismissed or set aside within ninety (90) days of its filing, or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement; or (b) ebix becomes acquired by, merged into or is under the control of", "probability": 0.0007336253282967435 }, { "score": 5.438440799713135, "text": "(b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS; Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET;", "probability": 0.0006844357649294214 }, { "score": 5.280242919921875, "text": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business; (ii) has a petition filed against it under any state or federal bankruptcy law which petition has not been dismissed or set aside within ninety (90) days of its filing, or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement", "probability": 0.0005842896980928251 }, { "score": 5.254617214202881, "text": "About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement;", "probability": 0.0005695070787033783 }, { "score": 5.2032012939453125, "text": "or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement;", "probability": 0.0005409653843498613 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Anti-Assignment": [ { "score": 13.560735702514648, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "probability": 0.7969980688322592 }, { "text": "", "score": 12.172638893127441, "probability": 0.1988907037295192 }, { "score": 7.79676628112793, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign", "probability": 0.0025014806945189566 }, { "score": 5.593966484069824, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed,", "probability": 0.000276397021636055 }, { "score": 5.258886337280273, "text": "Neither party may assign the Agreement without the written consent of the other party,", "probability": 0.00019770147075752654 }, { "score": 5.250469207763672, "text": "Neither", "probability": 0.00019604437564810405 }, { "score": 5.138457298278809, "text": "except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "probability": 0.0001752702608724816 }, { "score": 5.0411834716796875, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.\n\n15.7 Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, three (3) days after deposit in the mail, or upon confirmation of receipt of facsimile.", "probability": 0.00015902402698044459 }, { "score": 4.6739373207092285, "text": "which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "probability": 0.00011014626373896841 }, { "score": 4.551997184753418, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed", "probability": 9.750162231192961e-05 }, { "score": 4.287627220153809, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.\n\n15.7 Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, three (3) days after deposit in the mail, or upon confirmation of receipt of facsimile. Notices sent to About at the address listed above will be addressed to President, Corporate Development and notices sent to ebix at the address listed will be addressed to Richard", "probability": 7.485096867730656e-05 }, { "score": 3.9411678314208984, "text": "either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "probability": 5.293367229220564e-05 }, { "score": 3.7508749961853027, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except", "probability": 4.376116710702704e-05 }, { "score": 3.6812262535095215, "text": "(b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS; Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET; Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders.", "probability": 4.081697650667457e-05 }, { "score": 3.6759450435638428, "text": ".", "probability": 4.0601981700454075e-05 }, { "score": 3.6064815521240234, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction,", "probability": 3.787735288713767e-05 }, { "score": 3.5991153717041016, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction", "probability": 3.759936657757175e-05 }, { "score": 3.1443135738372803, "text": "assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "probability": 2.38595702703855e-05 }, { "score": 3.096503257751465, "text": "without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "probability": 2.2745676649663353e-05 }, { "score": 3.090740203857422, "text": "Neither party may", "probability": 2.2614969088398203e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Revenue/Profit Sharing": [ { "score": 12.876521110534668, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.6044501100098256 }, { "text": "", "score": 12.094686508178711, "probability": 0.2765756918175301 }, { "score": 10.491521835327148, "text": "ebix shall pay to About, [**] in consideration for the Advertising Impressions as set forth in Section 4.1 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], herein, no later than seven (7) business days from the Effective Date , which shall be paid to About via wire transfer, pursuant to the following instructions:[**]\n\n5.2 In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.05566323418166805 }, { "score": 9.985511779785156, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees", "probability": 0.03355915843647785 }, { "score": 8.414098739624023, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\"). The payment of the Application Fees are to be due within 30 days after the end of the month in which the Application Fees were generated.", "probability": 0.006971962609818133 }, { "score": 8.413925170898438, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.006970752600166067 }, { "score": 8.118568420410156, "text": "ebix shall pay to About, [**] in consideration for the Advertising Impressions as set forth in Section 4.1 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], herein, no later than seven (7) business days from the Effective Date , which shall be paid to About via wire transfer, pursuant to the following instructions:[**]", "probability": 0.005188094313868028 }, { "score": 7.61617374420166, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**]", "probability": 0.003139211862826746 }, { "score": 7.600513458251953, "text": "ebix shall pay to About, [**] in consideration for the Advertising Impressions as set forth in Section 4.1 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], herein, no later than seven (7) business days from the Effective Date , which shall be paid to About via wire transfer, pursuant to the following instructions:[**]\n\n5.2 In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees", "probability": 0.003090433843140911 }, { "score": 6.4006452560424805, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.0009309434740594166 }, { "score": 6.029099941253662, "text": "ebix shall pay to About, [**] in consideration for the Advertising Impressions as set forth in Section 4.1 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], herein, no later than seven (7) business days from the Effective Date , which shall be paid to About via wire transfer, pursuant to the following instructions:[**]\n\n5.2 In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\"). The payment of the Application Fees are to be due within 30 days after the end of the month in which the Application Fees were generated.", "probability": 0.0006420416938989189 }, { "score": 5.984869003295898, "text": "5.2 In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.0006142624669383349 }, { "score": 5.608296871185303, "text": "ebix shall pay to About, [**] in consideration for the Advertising Impressions as set forth in Section 4.1 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], herein, no later than seven (7) business days from the Effective Date , which shall be paid to About via wire transfer, pursuant to the following instructions:[", "probability": 0.0004215128128837627 }, { "score": 5.356267929077148, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.0003276091340063446 }, { "score": 5.2942609786987305, "text": "Application Fees\").", "probability": 0.0003079120784961096 }, { "score": 5.231174945831299, "text": "ebix shall pay to About, [**] in consideration for the Advertising Impressions as set forth in Section 4.1 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], herein, no later than seven (7) business days from the Effective Date , which shall be paid to About via wire transfer, pursuant to the following instructions:[**]\n\n5.2 In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**]", "probability": 0.0002890871645063857 }, { "score": 4.979352951049805, "text": "In", "probability": 0.00022473147727138337 }, { "score": 4.968484878540039, "text": "ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.00022230230341011164 }, { "score": 4.914242744445801, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\"). The", "probability": 0.00021056534837702906 }, { "score": 4.864674091339111, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.00020038237083069957 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Price Restrictions": [ { "score": 12.693073272705078, "text": "If ebix wishes to increase the length of the Filled Application Form by more than 10% during the Term, About must approve such change.", "probability": 0.268890374199683 }, { "score": 12.510647773742676, "text": "If ebix wishes to increase the length of the Filled Application Form by more than 10% during the Term, About must approve such change.", "probability": 0.22405202216967166 }, { "text": "", "score": 12.038330078125, "probability": 0.13970884396599142 }, { "score": 11.874229431152344, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.11856483291020602 }, { "score": 11.212820053100586, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.061194085707241046 }, { "score": 11.04195499420166, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.051582655753682045 }, { "score": 10.974655151367188, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.04822538992735492 }, { "score": 10.522603988647461, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period.", "probability": 0.030686857903616294 }, { "score": 9.572183609008789, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix\n\n4.4 Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.011862878871168762 }, { "score": 9.570969581604004, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and", "probability": 0.011848485749709254 }, { "score": 8.672609329223633, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix\n\n4.4 Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.004825140348794336 }, { "score": 8.671395301818848, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and", "probability": 0.00481928605053726 }, { "score": 8.536017417907715, "text": "\"QUARTER\" shall mean any increment of three (3) months.", "probability": 0.004209096055091533 }, { "score": 8.450077056884766, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\"). The payment of the Application Fees are to be due within 30 days after the end of the month in which the Application Fees were generated.", "probability": 0.0038624726058496856 }, { "score": 8.315086364746094, "text": "If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due.", "probability": 0.003374735185610956 }, { "score": 8.304693222045898, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees", "probability": 0.0033398427165389397 }, { "score": 8.019819259643555, "text": "ebix shall pay to About, [**] in consideration for the Advertising Impressions as set forth in Section 4.1 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], herein, no later than seven (7) business days from the Effective Date , which shall be paid to About via wire transfer, pursuant to the following instructions:[**]\n\n5.2 In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.002511925907178152 }, { "score": 7.9722208976745605, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period. In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.002395163248258024 }, { "score": 7.838358402252197, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period", "probability": 0.0020950740424954396 }, { "score": 7.767027854919434, "text": "If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due. If such sums exceed five percent (5%) of the total monies owed in connection with such audited amount to About ,ebix will pay for all costs reasonably incurred by About in connection with the audit.", "probability": 0.0019508366813210845 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Minimum Commitment": [ { "score": 13.202024459838867, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.1870128258213181 }, { "score": 12.798458099365234, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix\n\n4.4 Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.12491216887249355 }, { "score": 12.633377075195312, "text": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.1059036604471407 }, { "score": 12.455034255981445, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period.", "probability": 0.08860488556650661 }, { "score": 12.361166000366211, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.08066612659071241 }, { "score": 12.28524398803711, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period.", "probability": 0.07476850423877714 }, { "text": "", "score": 12.236106872558594, "probability": 0.0711833978171144 }, { "score": 12.146833419799805, "text": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.06510401109918906 }, { "score": 11.957599639892578, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix\n\n4.4 Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.05387962447354454 }, { "score": 11.904577255249023, "text": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.\n\n4.5 Additionally, About shall use commercially reasonable efforts to deliver [**] Filled Application Forms per Quarter. If, however, at the end of a Quarter, About has not generated the applicable Quarterly Filled Application goals as set forth on EXHIBIT I, About shall deliver additional advertising impressions, in the amounts also set forth on EXHIBIT I.", "probability": 0.0510972151250127 }, { "score": 11.187135696411133, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and", "probability": 0.02493539894714682 }, { "score": 10.927648544311523, "text": "If, however, at the end of a Quarter, About has not generated the applicable Quarterly Filled Application goals as set forth on EXHIBIT I, About shall deliver additional advertising impressions, in the amounts also set forth on EXHIBIT I.", "probability": 0.01923634168901727 }, { "score": 10.791879653930664, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.016794179967362433 }, { "score": 10.34627628326416, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and", "probability": 0.010755626631312404 }, { "score": 9.611349105834961, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period. In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.005157757271878365 }, { "score": 9.609394073486328, "text": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.\n\n4.5 Additionally, About shall use commercially reasonable efforts to deliver [**] Filled Application Forms per Quarter. If, however, at the end of a Quarter, About has not generated the applicable Quarterly Filled Application goals as set forth on EXHIBIT I, About shall deliver additional advertising impressions, in the amounts also set forth on EXHIBIT I", "probability": 0.0051476835400098946 }, { "score": 9.553452491760254, "text": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.\n\n4.5 Additionally, About shall use commercially reasonable efforts to deliver [**] Filled Application Forms per Quarter.", "probability": 0.004867620595945823 }, { "score": 9.407567977905273, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period", "probability": 0.0042068776421956815 }, { "score": 9.086240768432617, "text": "Additionally, About shall use commercially reasonable efforts to deliver [**] Filled Application Forms per Quarter. If, however, at the end of a Quarter, About has not generated the applicable Quarterly Filled Application goals as set forth on EXHIBIT I, About shall deliver additional advertising impressions, in the amounts also set forth on EXHIBIT I.", "probability": 0.003050768452048279 }, { "score": 8.969758987426758, "text": "prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix\n\n4.4 Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.0027153252112733835 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Volume Restriction": [ { "score": 12.993989944458008, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.13332543474517808 }, { "score": 12.806389808654785, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period.", "probability": 0.11051960007476976 }, { "score": 12.633766174316406, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period.", "probability": 0.09299718716259762 }, { "score": 12.501399993896484, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.08146741030456638 }, { "score": 12.417525291442871, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.07491306922288692 }, { "score": 12.182962417602539, "text": "If ebix wishes to increase the length of the Filled Application Form by more than 10% during the Term, About must approve such change.", "probability": 0.059249982841396556 }, { "score": 12.138578414916992, "text": "If ebix wishes to increase the length of the Filled Application Form by more than 10% during the Term, About must approve such change.", "probability": 0.05667773697774479 }, { "text": "", "score": 12.118219375610352, "probability": 0.05553549958440243 }, { "score": 12.061599731445312, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.052478460239732606 }, { "score": 11.919137954711914, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix\n\n4.4 Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.045510407111495885 }, { "score": 11.89799690246582, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.04455836822765118 }, { "score": 11.883728981018066, "text": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.043927126889488084 }, { "score": 11.835264205932617, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix\n\n4.4 Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.04184897392645743 }, { "score": 11.624773025512695, "text": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.03390546118548571 }, { "score": 10.95094108581543, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and", "probability": 0.017283359476537558 }, { "score": 10.867067337036133, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and", "probability": 0.015892867280295292 }, { "score": 10.518447875976562, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period. In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.011214986326908758 }, { "score": 10.51709270477295, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees", "probability": 0.011199798393838759 }, { "score": 10.293203353881836, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period", "probability": 0.00895315896233618 }, { "score": 10.246088027954102, "text": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.\n\n4.5 Additionally, About shall use commercially reasonable efforts to deliver [**] Filled Application Forms per Quarter. If, however, at the end of a Quarter, About has not generated the applicable Quarterly Filled Application goals as set forth on EXHIBIT I, About shall deliver additional advertising impressions, in the amounts also set forth on EXHIBIT I.", "probability": 0.00854111106622977 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.262619018554688, "probability": 0.5213439766187419 }, { "score": 11.611550331115723, "text": "eBix shall own and retain all right, title and interest in and to any About Customer data generated on the Insurance Center, and nothing in this Agreement shall confer in About any right, title or interest in", "probability": 0.2718747168303549 }, { "score": 10.606103897094727, "text": "Other than set forth herein, all intellectual and proprietary information, supplied or developed by either party shall be and remain the sole and exclusive property of the party who supplied and developed same.", "probability": 0.09947386300375595 }, { "score": 9.117704391479492, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About.", "probability": 0.022454598376222597 }, { "score": 9.023892402648926, "text": "eBix shall own and retain all right, title and interest in and to any About Customer data generated on the Insurance Center, and nothing in this Agreement shall confer in About any right, title or interest in", "probability": 0.02044387715086135 }, { "score": 8.950201988220215, "text": "About shall own and retain all right, title and interest in and to any About User data generated within the About Network (other than the Insurance Center), and nothing in this Agreement shall confer in eBix any right, title or interest in or to the About User Data (other than the Insurance Center and except to the extent that it is duplicative of About Customer Data).\n\n9.2 Other than set forth herein, all intellectual and proprietary information, supplied or developed by either party shall be and remain the sole and exclusive property of the party who supplied and developed same.", "probability": 0.01899152861559894 }, { "score": 8.217437744140625, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About.", "probability": 0.009126924426827505 }, { "score": 7.766874313354492, "text": "eBix shall own and retain all right, title and interest in and to any About Customer data generated on the Insurance Center, and nothing in this Agreement shall confer in About any right, title or interest in\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 6\n\n the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About.", "probability": 0.0058163059430608125 }, { "score": 7.668795585632324, "text": "About shall own and retain all right, title and interest in and to any About User data generated within the About Network (other than the Insurance Center), and nothing in this Agreement shall confer in eBix any right, title or interest in or to the About User Data (other than the Insurance Center and except to the extent that it is duplicative of About Customer Data).", "probability": 0.005272932264885751 }, { "score": 7.607783317565918, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About.", "probability": 0.004960836356326097 }, { "score": 7.388116836547852, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.003982492444921695 }, { "score": 6.955962181091309, "text": "eBix shall own and retain all right, title and interest in and to any About Customer data generated on the Insurance Center, and nothing in this Agreement shall confer in About any right, title or interest in\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 6\n\n the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided).", "probability": 0.0025850716114737874 }, { "score": 6.796870708465576, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided).", "probability": 0.002204854979162745 }, { "score": 6.687835693359375, "text": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "probability": 0.0019770912967139193 }, { "score": 6.666733741760254, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 0.0019358079236532265 }, { "score": 6.64436149597168, "text": "ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS; Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET; Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders.", "probability": 0.0018929804130933849 }, { "score": 6.558061122894287, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About", "probability": 0.0017364662408153899 }, { "score": 6.408074378967285, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About", "probability": 0.001494610156792665 }, { "score": 6.307580947875977, "text": "9.1 eBix shall own and retain all right, title and interest in and to any About Customer data generated on the Insurance Center, and nothing in this Agreement shall confer in About any right, title or interest in", "probability": 0.0013517120539080984 }, { "score": 6.082571029663086, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About.", "probability": 0.001079353292829335 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Joint Ip Ownership": [ { "score": 12.283509254455566, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About.", "probability": 0.3966269591691262 }, { "text": "", "score": 12.205411911010742, "probability": 0.36683011759421574 }, { "score": 10.947782516479492, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About.", "probability": 0.10429980073598483 }, { "score": 10.44252872467041, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About", "probability": 0.06292953823191748 }, { "score": 9.822519302368164, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 0.033852276084381724 }, { "score": 9.106801986694336, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About", "probability": 0.01654839174761634 }, { "score": 8.486793518066406, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 0.00890203990338485 }, { "score": 8.26225757598877, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided).", "probability": 0.00711172272853435 }, { "score": 5.775906562805176, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.000591788185930188 }, { "score": 5.735163688659668, "text": "Upon", "probability": 0.0005681616098741622 }, { "score": 5.434683799743652, "text": "aggregated form shall be jointly owned by ebix and About.", "probability": 0.00042070253395340077 }, { "score": 4.712592124938965, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided", "probability": 0.00020435002635034268 }, { "score": 4.640137672424316, "text": "eBix shall own and retain all right, title and interest in and to any About Customer data generated on the Insurance Center, and nothing in this Agreement shall confer in About any right, title or interest in", "probability": 0.0001900676167424168 }, { "score": 4.518556594848633, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During", "probability": 0.00016830853431728724 }, { "score": 4.44018030166626, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 0.00015562083684816244 }, { "score": 4.399437427520752, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon", "probability": 0.000149407824109633 }, { "score": 4.368278980255127, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form", "probability": 0.00014482428707040444 }, { "score": 4.362002372741699, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which", "probability": 0.00014391812863736732 }, { "score": 3.818702220916748, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 8.359171689137513e-05 }, { "score": 3.7547411918640137, "text": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However", "probability": 7.841250411348684e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__License Grant": [ { "score": 13.672808647155762, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.5453917530801565 }, { "score": 13.277445793151855, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.36728624215556854 }, { "text": "", "score": 11.792259216308594, "probability": 0.08317567344411239 }, { "score": 8.284560203552246, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement", "probability": 0.002492424435959789 }, { "score": 6.7770209312438965, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement", "probability": 0.0005519579757560686 }, { "score": 6.2364501953125, "text": "or provided by About for use on the Insurance Center;", "probability": 0.0003214690194679512 }, { "score": 5.89481782913208, "text": "6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.00022843890728130732 }, { "score": 4.7621049880981445, "text": "Subject", "probability": 7.359344574241238e-05 }, { "score": 4.751593112945557, "text": "Subject", "probability": 7.282389243910266e-05 }, { "score": 4.538908958435059, "text": ".", "probability": 5.887166702498181e-05 }, { "score": 4.477941036224365, "text": "6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 5.538960924917592e-05 }, { "score": 4.394384384155273, "text": "ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 5.094952136495335e-05 }, { "score": 4.118983268737793, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About", "probability": 3.8684316132412956e-05 }, { "score": 4.11151123046875, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About", "probability": 3.839634265610542e-05 }, { "score": 4.006803512573242, "text": "LICENSE TO USE MARKS\n\n6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 3.457927429709059e-05 }, { "score": 3.902416706085205, "text": "or provided by About for use on the Insurance Center", "probability": 3.115166476621515e-05 }, { "score": 3.8625776767730713, "text": ".", "probability": 2.9935008790538722e-05 }, { "score": 3.78818416595459, "text": "6. LICENSE TO USE MARKS\n\n6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 2.7788857950581424e-05 }, { "score": 3.5328497886657715, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks. Any use by the party (the \"Licensee\") of the other party's (the \"Licensor\") Marks shall conform with any usage guidelines or instructions that the Licensor may provide from time to time, and Licensee shall promptly remedy any failure to conform with such guidelines as are communicated to it by Licensor.", "probability": 2.1526845193697074e-05 }, { "score": 3.3732078075408936, "text": "About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 1.8350536090212284e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Transferable License": [ { "score": 13.527263641357422, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.806650357899721 }, { "text": "", "score": 12.079629898071289, "probability": 0.18966447110832255 }, { "score": 7.137737274169922, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement", "probability": 0.0013544073053475773 }, { "score": 6.5024003982543945, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to", "probability": 0.0007175067452807011 }, { "score": 6.339258670806885, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n .", "probability": 0.0006095010192730874 }, { "score": 5.129943370819092, "text": "6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.00018187603365614604 }, { "score": 4.964746475219727, "text": "Subject", "probability": 0.00015418118327620135 }, { "score": 4.655948638916016, "text": "About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.0001132197464702226 }, { "score": 4.501941204071045, "text": "LICENSE TO USE MARKS\n\n6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 9.705939925066361e-05 }, { "score": 4.036475658416748, "text": ".", "probability": 6.093803991363621e-05 }, { "score": 4.02491569519043, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About", "probability": 6.02376544278995e-05 }, { "score": 3.8221240043640137, "text": "6. LICENSE TO USE MARKS\n\n6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 4.9180930396003404e-05 }, { "score": 3.773886203765869, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to", "probability": 4.686486062326126e-05 }, { "score": 3.6186180114746094, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein. However, ebix shall not be prohibited from selling, leasing, transferring, disseminating, displaying or otherwise disclosing any About Customer Data, as defined in Section 1 above.", "probability": 4.012501526546712e-05 }, { "score": 3.618557929992676, "text": "or provided by About for use on the Insurance Center;", "probability": 4.012260456750724e-05 }, { "score": 3.4862852096557617, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 3.515149537686392e-05 }, { "score": 3.4435505867004395, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks.", "probability": 3.368095476573887e-05 }, { "score": 3.4259634017944336, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive", "probability": 3.309378009600044e-05 }, { "score": 3.3295795917510986, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 3.005297152676606e-05 }, { "score": 3.2577953338623047, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks. Any use by the party (the \"Licensee\") of the other party's (the \"Licensor\") Marks shall conform with any usage guidelines or instructions that the Licensor may provide from time to time, and Licensee shall promptly remedy any failure to conform with such guidelines as are communicated to it by Licensor.", "probability": 2.797125244273597e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Affiliate License-Licensor": [ { "score": 12.85666275024414, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.6640028335926667 }, { "text": "", "score": 12.143409729003906, "probability": 0.3253929066504973 }, { "score": 8.05298137664795, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement", "probability": 0.005444495200816886 }, { "score": 7.469943046569824, "text": "or provided by About for use on the Insurance Center;", "probability": 0.003039116089942208 }, { "score": 6.102444171905518, "text": "or provided by About for use on the Insurance Center;", "probability": 0.0007741944872713365 }, { "score": 5.460689067840576, "text": "or provided by About for use on the Insurance Center", "probability": 0.00040751103558513184 }, { "score": 5.189552307128906, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive", "probability": 0.00031073213934979644 }, { "score": 4.3176069259643555, "text": "Subject", "probability": 0.00012992870430992228 }, { "score": 3.912851333618164, "text": "6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 8.668061565678226e-05 }, { "score": 3.5872673988342285, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 6.259255519888751e-05 }, { "score": 3.5449976921081543, "text": "About Users linking from the Insurance Center to the About Network\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 7\n\n or provided by About for use on the Insurance Center;", "probability": 6.000192456387837e-05 }, { "score": 3.5359749794006348, "text": "LICENSE TO USE MARKS\n\n6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 5.9462979466289536e-05 }, { "score": 3.3380839824676514, "text": ".", "probability": 4.878695336962083e-05 }, { "score": 3.139904499053955, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About", "probability": 4.001616288877492e-05 }, { "score": 2.9821596145629883, "text": "or provided by About for use on the Insurance Center", "probability": 3.41765098034151e-05 }, { "score": 2.868010997772217, "text": "ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 3.048973115366543e-05 }, { "score": 2.567035675048828, "text": "or provided by About for use on the Insurance Center; (iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network , will not infringe upon or violate the copyright, trademark, patent, or other intellectual property rights or interests of any third party or misappropriate the trade secrets of any third party, constitute false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or violate any anti-discrimination law or regulation;", "probability": 2.2565329167849592e-05 }, { "score": 2.421788454055786, "text": "or provided by About for use on the Insurance Center; (iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network ,", "probability": 1.9514687744688175e-05 }, { "score": 2.2974228858947754, "text": "About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 1.723258092024065e-05 }, { "score": 2.2697396278381348, "text": "incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 1.6762069626568986e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.224470138549805, "probability": 0.8396194171072958 }, { "score": 10.562272071838379, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.15929385602393456 }, { "score": 4.931365966796875, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement", "probability": 0.0005711202720420327 }, { "score": 2.9403653144836426, "text": "6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 7.799144718566798e-05 }, { "score": 2.9135918617248535, "text": "Subject", "probability": 7.593105188286549e-05 }, { "score": 2.617886543273926, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n .", "probability": 5.649320683991153e-05 }, { "score": 2.611633539199829, "text": "LICENSE TO USE MARKS\n\n6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 5.614105673283334e-05 }, { "score": 2.277283191680908, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks.", "probability": 4.0185934502762204e-05 }, { "score": 2.2199482917785645, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive", "probability": 3.7946684933933415e-05 }, { "score": 1.9927728176116943, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 3.0235195881544245e-05 }, { "score": 1.9230988025665283, "text": "or provided by About for use on the Insurance Center;", "probability": 2.820030115929086e-05 }, { "score": 1.5708775520324707, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks. Any use by the party (the \"Licensee\") of the other party's (the \"Licensor\") Marks shall conform with", "probability": 1.9828323726509816e-05 }, { "score": 1.2415380477905273, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks. Any", "probability": 1.4264471032981526e-05 }, { "score": 1.1887805461883545, "text": ".", "probability": 1.3531420166194405e-05 }, { "score": 1.1619868278503418, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks. Any use by the party (the \"Licensee\") of the other party's (the \"Licensor\")", "probability": 1.3173677140304722e-05 }, { "score": 0.9986264705657959, "text": "solely as necessary to perform its obligations under this Agreement.", "probability": 1.1188207538811103e-05 }, { "score": 0.9418442249298096, "text": "ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 1.0570616035179703e-05 }, { "score": 0.9237465858459473, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks. Any use by the party (the \"Licensee", "probability": 1.038103351368865e-05 }, { "score": 0.8813390731811523, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About", "probability": 9.950003748550206e-06 }, { "score": 0.844900369644165, "text": "to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 9.593964706543102e-06 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": [ { "score": 13.669960021972656, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.8547886870467762 }, { "text": "", "score": 11.811203002929688, "probability": 0.13323270615824118 }, { "score": 8.586790084838867, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement", "probability": 0.005299880915878966 }, { "score": 7.685569763183594, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.002152142870962508 }, { "score": 7.355952739715576, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive", "probability": 0.0015478192526251482 }, { "score": 6.636725425720215, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n .", "probability": 0.0007539868831222544 }, { "score": 6.528825283050537, "text": "6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.0006768670203961715 }, { "score": 5.883969783782959, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.", "probability": 0.0003551780913755517 }, { "score": 5.2955322265625, "text": ", ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.00019719276883635025 }, { "score": 5.250636100769043, "text": "Subject", "probability": 0.00018853537338846436 }, { "score": 5.184295177459717, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\"). The payment of the Application Fees are to be due within 30 days after the end of the month in which the Application Fees were generated.", "probability": 0.00017643362145109394 }, { "score": 4.806058406829834, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.00012086907712545374 }, { "score": 4.706931114196777, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About", "probability": 0.00010946235059421835 }, { "score": 4.661393165588379, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks.", "probability": 0.00010458945263688831 }, { "score": 4.295099258422852, "text": "LICENSE TO USE MARKS\n\n6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 7.251176352165162e-05 }, { "score": 4.273954391479492, "text": ".", "probability": 7.099460847785432e-05 }, { "score": 3.7759146690368652, "text": "or provided by About for use on the Insurance Center;", "probability": 4.3144899852953265e-05 }, { "score": 3.6930394172668457, "text": "ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 3.971341194520997e-05 }, { "score": 3.560523271560669, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**]", "probability": 3.478453242080389e-05 }, { "score": 3.552306890487671, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees", "probability": 3.449990037094712e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.181262016296387, "probability": 0.8823092227429727 }, { "score": 10.14423942565918, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.11506762472311774 }, { "score": 5.763314247131348, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.0014399304561445064 }, { "score": 4.196698188781738, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement", "probability": 0.0003005860408783365 }, { "score": 3.7071893215179443, "text": "or provided by About for use on the Insurance Center;", "probability": 0.00018423740516993666 }, { "score": 3.5658864974975586, "text": "About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 0.00015995977020920115 }, { "score": 2.859705686569214, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to", "probability": 7.894422073962663e-05 }, { "score": 2.644617795944214, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to", "probability": 6.366618958191126e-05 }, { "score": 2.5888843536376953, "text": "6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 6.021492249453233e-05 }, { "score": 2.554990530014038, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n .", "probability": 5.8208208245704625e-05 }, { "score": 2.545706272125244, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].", "probability": 5.767028918269088e-05 }, { "score": 2.428438425064087, "text": "Subject", "probability": 5.128889592238155e-05 }, { "score": 2.257953405380249, "text": "LICENSE TO USE MARKS\n\n6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 4.324965494988166e-05 }, { "score": 1.7058451175689697, "text": "6. LICENSE TO USE MARKS\n\n6.1 Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 2.4900327786422424e-05 }, { "score": 1.5360479354858398, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About", "probability": 2.1011791610794184e-05 }, { "score": 1.4763851165771484, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.\n\n . 6.2 Each party retains all right, title and interest in and to its respective Marks and nothing contained herein shall confer in the other party any right, title or interest in or to such Marks.", "probability": 1.9794833444530493e-05 }, { "score": 1.3221983909606934, "text": "solely as necessary to perform its obligations under this Agreement.", "probability": 1.6966388517425585e-05 }, { "score": 1.247878074645996, "text": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive", "probability": 1.575115860163076e-05 }, { "score": 1.1270740032196045, "text": "ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "probability": 1.3958796083076454e-05 }, { "score": 1.0414388179779053, "text": "or provided by About for use on the Insurance Center", "probability": 1.2813184346811497e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Source Code Escrow": [ { "text": "", "score": 12.29045295715332, "probability": 0.9999684675636907 }, { "score": 1.534082055091858, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 2.130854408359839e-05 }, { "score": -0.8484604954719543, "text": "or provided by About for use on the Insurance Center;", "probability": 1.9671102199962167e-06 }, { "score": -0.9457899332046509, "text": "receiving party; (iv) rightfully received the receiving party from a third party without confidentiality; or (v) is required to be disclosed under operation of law or administrative process. Upon expiration or termination of this Agreement for any reason, each party will promptly and at the direction of the other party, either destroy or return to the disclosing party, and will not take or use, all items of any nature which belong to the disclosing party and all records (in any form, format or medium) containing or relating to Confidential Information. The parties' obligations under this Section 12 shall survive the termination or non-renewal of this Agreement.\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n13. TERMINATION AND SURVIVAL\n\n13.1 eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 1.7846746588551857e-06 }, { "score": -1.3516427278518677, "text": "receiving party; (iv) rightfully received the receiving party from a third party without confidentiality; or (v) is required to be disclosed under operation of law or administrative process.", "probability": 1.1893219324100604e-06 }, { "score": -1.5234943628311157, "text": "About Users linking from the Insurance Center to the About Network\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 7\n\n or provided by About for use on the Insurance Center;", "probability": 1.0015328787057024e-06 }, { "score": -1.93326735496521, "text": "About Users linking from the Insurance Center to the About Network", "probability": 6.648184473611318e-07 }, { "score": -2.1076154708862305, "text": "links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 4\n\n3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 5.584504394928162e-07 }, { "score": -2.454850435256958, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 3.946230129594125e-07 }, { "score": -2.465330123901367, "text": "Notwithstanding", "probability": 3.905090806670396e-07 }, { "score": -2.473118782043457, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided).", "probability": 3.8747935300890333e-07 }, { "score": -2.473407745361328, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 3.8736740186511726e-07 }, { "score": -2.487739086151123, "text": "receiving party;", "probability": 3.8185549844059e-07 }, { "score": -2.9962148666381836, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 2.2965231246075193e-07 }, { "score": -3.2107086181640625, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.", "probability": 1.8531789999292164e-07 }, { "score": -3.236330032348633, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period. In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 1.806301037478552e-07 }, { "score": -3.371469259262085, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 1.5779742459653015e-07 }, { "score": -3.3714969158172607, "text": "or provided by About for use on the Insurance Center", "probability": 1.5779306052369807e-07 }, { "score": -3.7490835189819336, "text": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business; (ii) has a petition filed against it under any state or federal bankruptcy law which petition has not been dismissed or set aside within ninety (90) days of its filing, or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement; or (b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice:", "probability": 1.0816932547945626e-07 }, { "score": -3.860246181488037, "text": "The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 4\n\n3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 9.678917556667415e-08 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Post-Termination Services": [ { "text": "", "score": 12.385149002075195, "probability": 0.3604099165190857 }, { "score": 11.999612808227539, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.24510969543787145 }, { "score": 11.926024436950684, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.22772015290538458 }, { "score": 11.14066219329834, "text": "Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001 and continuing through out the Term, About shall maintain all the Links and Partnership Box integration as set forth in section 3.1", "probability": 0.10383002965148531 }, { "score": 9.445197105407715, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.", "probability": 0.01905424943216108 }, { "score": 9.326725959777832, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].", "probability": 0.016925460020536763 }, { "score": 8.675153732299805, "text": "Upon termination of this Agreement, any and all licenses granted by one party to the other hereunder shall immediately terminate, and the parties shall immediately cease the use of the other party's Marks, material or content provided in connection with this Agreement, and shall remove all Links to and from one another's Sites, and About shall remove all Links between the About Network and the Insurance Center.", "probability": 0.008821983848796726 }, { "score": 8.337972640991211, "text": "Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001 and continuing through out the Term, About shall maintain all the Links and Partnership Box integration as set forth in section 3.1", "probability": 0.006296951828630658 }, { "score": 7.50844669342041, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.0027470833037675033 }, { "score": 6.910181522369385, "text": "Upon termination of this Agreement, any and all licenses granted by one party to the other hereunder shall immediately terminate, and the parties shall immediately cease the use of the other party's Marks, material or content provided in connection with this Agreement, and shall remove all Links to and from one another's Sites, and About shall remove all Links between the About Network and the Insurance Center", "probability": 0.001510249034840156 }, { "score": 6.868910312652588, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and", "probability": 0.0014491879299649408 }, { "score": 6.763488292694092, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n", "probability": 0.0013041889212741225 }, { "score": 6.672026634216309, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix\n\n4.4 Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "probability": 0.0011901979916366964 }, { "score": 6.545583724975586, "text": "(iii) within fifty percent (50%) of the Partnership Box on each of the following About Guide Site Home Pages and all the subsequent Guide Sites Sub-Pages until the termination of this agreement as detailed in section 2.1: Personal Insurance, Senior Health, Retirement Planning, Consumer Information/Advocacy, Auto Repair, Vintage Cars, Motorcycles, 4 Wheel Drive/SUVs, Trucks, Cars, Power Boating, and Sailing for as long as such Guide Sites are in existence, substantially as depicted in EXHIBIT E, ; and (iv) Links from the Advertising Placements, as set forth in the greater detail in Section 4.", "probability": 0.0010488315799508949 }, { "score": 6.465145111083984, "text": "The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].", "probability": 0.000967769006024938 }, { "score": 5.729920387268066, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix\n", "probability": 0.00046394624992829574 }, { "score": 5.579583644866943, "text": "Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001 and continuing through out the Term, About shall maintain all the Links and Partnership Box integration as set forth in section 3.", "probability": 0.00039918779185467006 }, { "score": 5.440230846405029, "text": "Upon termination of this Agreement, any and all licenses granted by one party to the other hereunder shall immediately terminate, and the parties shall immediately cease the use of the other party's Marks, material or content provided in connection with this Agreement, and shall remove all Links to and from one another's Sites, and About shall remove all Links between the About Network and the Insurance Center.", "probability": 0.0003472618700228463 }, { "score": 4.954367637634277, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2", "probability": 0.00021362367847174767 }, { "score": 4.8373494148254395, "text": "prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.0001900329983110146 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Audit Rights": [ { "score": 13.811582565307617, "text": "About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement. About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation.", "probability": 0.23580412736417758 }, { "score": 13.772193908691406, "text": "About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation.", "probability": 0.22669666243047815 }, { "score": 13.665435791015625, "text": "About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement.", "probability": 0.2037420468151328 }, { "score": 13.3528413772583, "text": "About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation.", "probability": 0.14904679299146678 }, { "text": "", "score": 12.275123596191406, "probability": 0.050731271863722484 }, { "score": 12.038944244384766, "text": "About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation. If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due. If such sums exceed five percent (5%) of the total monies owed in connection with such audited amount to About ,ebix will pay for all costs reasonably incurred by About in connection with the audit.", "probability": 0.040059392713207756 }, { "score": 11.73414421081543, "text": "About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement. About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation", "probability": 0.029534620074941727 }, { "score": 11.694755554199219, "text": "About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation", "probability": 0.028393904177941146 }, { "score": 11.10962963104248, "text": "About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation", "probability": 0.01581641867849299 }, { "score": 10.60114860534668, "text": "If such sums exceed five percent (5%) of the total monies owed in connection with such audited amount to About ,ebix will pay for all costs reasonably incurred by About in connection with the audit.", "probability": 0.00951212719784028 }, { "score": 9.90175724029541, "text": "About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement", "probability": 0.004726458386751165 }, { "score": 9.594900131225586, "text": "About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation. If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due.", "probability": 0.00347751882277593 }, { "score": 8.357563018798828, "text": "If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due. If such sums exceed five percent (5%) of the total monies owed in connection with such audited amount to About ,ebix will pay for all costs reasonably incurred by About in connection with the audit.", "probability": 0.0010090224038170328 }, { "score": 7.899367809295654, "text": "About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About", "probability": 0.0006381299937727853 }, { "score": 6.650909423828125, "text": "5.4 About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement. About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation.", "probability": 0.00018310937082852548 }, { "score": 6.504762649536133, "text": "5.4 About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement.", "probability": 0.00015821215014620007 }, { "score": 6.456998825073242, "text": "such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation.", "probability": 0.00015083296468065363 }, { "score": 6.145842552185059, "text": "About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation. If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due", "probability": 0.00011050013663518307 }, { "score": 6.108802318572998, "text": "About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement. About", "probability": 0.00010648206038404195 }, { "score": 6.069413661956787, "text": "About", "probability": 0.00010236940280736608 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Uncapped Liability": [ { "score": 13.094379425048828, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 0.6599603286658035 }, { "text": "", "score": 12.381722450256348, "probability": 0.3236047133184749 }, { "score": 9.0316743850708, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH", "probability": 0.011352916657607851 }, { "score": 7.819918155670166, "text": "14.1 NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 0.0033794685241421035 }, { "score": 5.527467727661133, "text": "LIMITATION OF LIABILITY\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 9\n\n14.1 NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 0.0003413892448287304 }, { "score": 5.507750511169434, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH. 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EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE TOOLS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PART", "probability": 3.7116552217757316e-05 }, { "score": 3.3046419620513916, "text": ".", "probability": 3.697335585146913e-05 }, { "score": 3.189809799194336, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES", "probability": 3.296232947158541e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Cap On Liability": [ { "score": 13.934805870056152, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 0.8392935886094995 }, { "text": "", "score": 12.202367782592773, "probability": 0.1484313385456978 }, { "score": 8.606172561645508, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.004071157119835182 }, { "score": 7.802711486816406, "text": "14.1 NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 0.0018229684498850712 }, { "score": 7.702809810638428, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH", "probability": 0.0016496522574961806 }, { "score": 7.5425705909729, "text": "LIMITATION OF LIABILITY\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 9\n\n14.1 NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 0.0014054046845248117 }, { "score": 7.032473087310791, "text": "Y SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 0.0008438570163384175 }, { "score": 6.558250427246094, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.0005251901609058132 }, { "score": 6.503159999847412, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period. In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.0004970397391057672 }, { "score": 6.041269302368164, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH. EXCEPT AS EXPRESSLY SET FORTH HEREIN,", "probability": 0.0003131803690085945 }, { "score": 5.690911293029785, "text": "Y SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE TOOLS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.", "probability": 0.00022061547943233445 }, { "score": 5.625216484069824, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.00020658799862327383 }, { "score": 5.508288383483887, "text": "14. 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The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 9\n\n14.1 NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 0.00018379083863909147 }, { "score": 4.90427303314209, "text": "NE", "probability": 0.00010046234836355327 }, { "score": 4.891777038574219, "text": "ITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 9.921478242660934e-05 }, { "score": 4.703397750854492, "text": "9\n\n14.1 NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 8.217965224877376e-05 }, { "score": 4.625576496124268, "text": "Y SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH", "probability": 7.602684313997016e-05 }, { "score": 4.574692726135254, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH. EXCEPT AS EXPRESSLY SET FORTH HEREIN", "probability": 7.225508514512537e-05 }, { "score": 4.362635612487793, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period.", "probability": 5.844847480115326e-05 }, { "score": 4.14552116394043, "text": "Commencing on or about March 20, 2001 and continuing throughout the Term, About shall deliver to ebix the greater of [**] Promotional Impressions, or the number of impressions as calculated according to the terms set forth in Section 4.5 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3 If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 4.704154488304097e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Liquidated Damages": [ { "text": "", "score": 12.189592361450195, "probability": 0.7717991397651122 }, { "score": 10.480350494384766, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.1396979326218063 }, { "score": 9.587944030761719, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 0.05722987222906052 }, { "score": 8.118227005004883, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.013162330212937943 }, { "score": 6.959485054016113, "text": "If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due.", "probability": 0.0041314028692754495 }, { "score": 6.854269981384277, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "probability": 0.003718803417038671 }, { "score": 6.277198314666748, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees", "probability": 0.0020882581297462393 }, { "score": 6.228379249572754, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**]", "probability": 0.00198875978859779 }, { "score": 6.024055480957031, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.0016212337833311089 }, { "score": 6.0218729972839355, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\"). The payment of the Application Fees are to be due within 30 days after the end of the month in which the Application Fees were generated.", "probability": 0.001617699325420014 }, { "score": 5.4383368492126465, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH", "probability": 0.0009025500098652026 }, { "score": 5.230074405670166, "text": "If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due. If such sums exceed five percent (5%) of the total monies owed in connection with such audited amount to About ,ebix will pay for all costs reasonably incurred by About in connection with the audit.", "probability": 0.0007328651080409917 }, { "score": 4.68166446685791, "text": "If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due", "probability": 0.00042349923974110195 }, { "score": 3.90147066116333, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach. If such breach is not cured to About's reasonable satisfaction, About may remove the ebix Links after informing either the President, CFO or CTO of ebix until About reasonably determines that the ebix Web Site is operational and fully functional.", "probability": 0.00019409697653572023 }, { "score": 3.774207592010498, "text": "In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees", "probability": 0.00017090277782111666 }, { "score": 3.732431411743164, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period. In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.00016391019129850332 }, { "score": 3.472133159637451, "text": "If this Agreement is terminated by either party pursuant to Sections 13.1 [TERMINATION AND SURVIVAL], 13.2 [TERMINATION AND SURVIVAL] or 13.3 [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About shall be obligated to deliver only a pro-rated number of impressions and Filled application forms to ebix", "probability": 0.0001263455244913012 }, { "score": 3.2265045642852783, "text": "14.1 NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "probability": 9.882907238097023e-05 }, { "score": 2.932358503341675, "text": "In", "probability": 7.3644226985806e-05 }, { "score": 2.6922571659088135, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach", "probability": 5.7924730512822417e-05 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Warranty Duration": [ { "text": "", "score": 11.974615097045898, "probability": 0.8879376205717233 }, { "score": 9.563501358032227, "text": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "probability": 0.07966160728844388 }, { "score": 6.785717487335205, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period.", "probability": 0.004953051660574611 }, { "score": 6.733168125152588, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period. In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.004699492487616905 }, { "score": 6.653564929962158, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.004339900086645544 }, { "score": 6.396721363067627, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period. In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach. If such breach is not cured to About's reasonable satisfaction, About may remove the ebix Links after informing either the President, CFO or CTO of ebix until About reasonably determines that the ebix Web Site is operational and fully functional.", "probability": 0.003356865861809666 }, { "score": 6.317118167877197, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach. If such breach is not cured to About's reasonable satisfaction, About may remove the ebix Links after informing either the President, CFO or CTO of ebix until About reasonably determines that the ebix Web Site is operational and fully functional.", "probability": 0.003100007603568455 }, { "score": 6.214813232421875, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.0027985449707101854 }, { "score": 5.783637046813965, "text": "Commencing on the Effective Date and continuing until March 15, 2001,", "probability": 0.0018183389930354768 }, { "score": 5.684168338775635, "text": "If such breach is not cured to About's reasonable satisfaction, About may remove the ebix Links after informing either the President, CFO or CTO of ebix until About reasonably determines that the ebix Web Site is operational and fully functional.", "probability": 0.0016461755271045878 }, { "score": 5.594621658325195, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach.", "probability": 0.0015051733205107003 }, { "score": 5.282754421234131, "text": "\"QUARTER\" shall mean any increment of three (3) months.", "probability": 0.0011019053498448666 }, { "score": 5.062127590179443, "text": "ebix shall pay to About, [**] in consideration for the Advertising Impressions as set forth in Section 4.1 [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], herein, no later than seven (7) business days from the Effective Date , which shall be paid to About via wire transfer, pursuant to the following instructions:[**]", "probability": 0.0008837456239686814 }, { "score": 4.98317289352417, "text": "eBix may terminate this Agreement, [**] upon [**] to About", "probability": 0.0008166532358857298 }, { "score": 3.9051971435546875, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].", "probability": 0.0002778937423636299 }, { "score": 3.9006831645965576, "text": "If, however, at the end of a Quarter, About has not generated the applicable Quarterly Filled Application goals as set forth on EXHIBIT I, About shall deliver additional advertising impressions, in the amounts also set forth on EXHIBIT I.\n\n4.6 Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001 and continuing through out the Term, About shall maintain all the Links and Partnership Box integration as set forth in section 3.1", "probability": 0.0002766421627851274 }, { "score": 3.7227604389190674, "text": "If, however, at the end of a Quarter, About has not generated the applicable Quarterly Filled Application goals as set forth on EXHIBIT I, About shall deliver additional advertising impressions, in the amounts also set forth on EXHIBIT I.", "probability": 0.00023155145445101147 }, { "score": 3.648374557495117, "text": "Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001 and continuing through out the Term, About shall maintain all the Links and Partnership Box integration as set forth in section 3.1", "probability": 0.00021495231930364052 }, { "score": 3.575739860534668, "text": "In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach. If such breach is not cured to About's reasonable satisfaction, About may remove the ebix Links after informing either the President, CFO or CTO of ebix until About reasonably determines that the ebix Web Site is operational and fully functional.", "probability": 0.00019989286257505803 }, { "score": 3.4708311557769775, "text": "Sub-Pages until the termination of this agreement as detailed in section 2.1: Personal Insurance, Senior Health, Retirement Planning, Consumer Information/Advocacy, Auto Repair, Vintage Cars, Motorcycles, 4 Wheel Drive/SUVs, Trucks, Cars, Power Boating, and Sailing for as long as such Guide Sites are in existence, substantially as depicted in EXHIBIT E, ; and (iv) Links from the Advertising Placements, as set forth in the greater detail in Section 4. Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.00017998487707920807 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Insurance": [ { "text": "", "score": 12.222749710083008, "probability": 0.24534241139153642 }, { "score": 11.522628784179688, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "probability": 0.12181870396624678 }, { "score": 11.34238052368164, "text": "The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].", "probability": 0.10172627686445405 }, { "score": 11.258235931396484, "text": "The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 4\n\n3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "probability": 0.09351679573054862 }, { "score": 11.052780151367188, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].", "probability": 0.07614849180888647 }, { "score": 10.968634605407715, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 4\n\n3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "probability": 0.07000311406169575 }, { "score": 10.960128784179688, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.06941020525094818 }, { "score": 10.52141284942627, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 0.04476013822940361 }, { "score": 10.25701904296875, "text": "The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 4\n\n3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 0.03436106751651574 }, { "score": 9.96741771697998, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].\n\n** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment.\n\n 4\n\n3.3 During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 0.025721387370573976 }, { "score": 9.725770950317383, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.020199868057222962 }, { "score": 9.607261657714844, "text": "eBix shall receive all page view, impression, reach duration and frequency credit resulting from About Users accessing the Insurance Center.", "probability": 0.017942402745464187 }, { "score": 9.449776649475098, "text": "or provided by About for use on the Insurance Center;", "probability": 0.015328008437980352 }, { "score": 9.436166763305664, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "probability": 0.015120809165458354 }, { "score": 9.253787994384766, "text": "Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix [**] Advertising Impressions in the form and manner set forth on EXHIBIT G; About will not begin to deliver the Impressions as set forth in Exhibit G until the Insurance Center is live and fully functional.", "probability": 0.012599953413792784 }, { "score": 8.823720932006836, "text": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period.", "probability": 0.008195834638172118 }, { "score": 8.807768821716309, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "probability": 0.008066131053503943 }, { "score": 8.700507164001465, "text": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]\n\n 4. ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1 Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix [**] Advertising Impressions in the form and manner set forth on EXHIBIT G; About will not begin to deliver the Impressions as set forth in Exhibit G until the Insurance Center is live and fully functional.", "probability": 0.007245729684145896 }, { "score": 8.581402778625488, "text": "About Users linking from the Insurance Center to the About Network", "probability": 0.0064321438789954775 }, { "score": 8.521891593933105, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n", "probability": 0.006060526734454587 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.129159927368164, "probability": 0.2503496249671841 }, { "score": 11.176965713500977, "text": "(v) About shall not (a) hold itself out as having any proprietary rights with respect to the ebix Marks or (b) make any claim to ownership rights in the ebix Marks or challenge the ebix Marks or the registration thereof, or (c) attempt to register or cause to be registered the ebix Marks or create or use or attempt to register or cause to be registered any marks or trade names that are confusingly similar to the ebix Marks, or (d) use the ebix Marks hereunder without ebix's approval of such use.", "probability": 0.09660825826726471 }, { "score": 11.043339729309082, "text": "(b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof,", "probability": 0.08452423032627422 }, { "score": 10.71072006225586, "text": "(b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof, or (c) attempt to register or cause to be registered the About Marks or create or use or attempt to register or cause to be registered any marks or trade names that are confusingly similar to the About Marks, or (d) use the About Marks hereunder without About's approval of such use.", "probability": 0.06060749562625602 }, { "score": 10.536392211914062, "text": "(v)ebix shall not (a) hold itself out as having any proprietary rights with respect to the About Marks or (b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof,", "probability": 0.05091159642886219 }, { "score": 10.397457122802734, "text": "ebix shall not (a) hold itself out as having any proprietary rights with respect to the About Marks or (b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof,", "probability": 0.04430757413662175 }, { "score": 10.385441780090332, "text": "(b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof, or", "probability": 0.04377838898554447 }, { "score": 10.345304489135742, "text": "(v)ebix shall not", "probability": 0.04205603949023442 }, { "score": 10.308422088623047, "text": "(b) make any claim to ownership rights in the ebix Marks or challenge the ebix Marks or the registration thereof, or (c) attempt to register or cause to be registered the ebix Marks or create or use or attempt to register or cause to be registered any marks or trade names that are confusingly similar to the ebix Marks, or (d) use the ebix Marks hereunder without ebix's approval of such use.", "probability": 0.04053316800354377 }, { "score": 10.210005760192871, "text": "(v) About shall not", "probability": 0.03673405572034736 }, { "score": 10.206368446350098, "text": "ebix shall not", "probability": 0.036600685133357284 }, { "score": 10.203771591186523, "text": "(v)ebix shall not (a) hold itself out as having any proprietary rights with respect to the About Marks or (b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof, or (c) attempt to register or cause to be registered the About Marks or create or use or attempt to register or cause to be registered any marks or trade names that are confusingly similar to the About Marks, or (d) use the About Marks hereunder without About's approval of such use.", "probability": 0.03650576175964917 }, { "score": 10.075239181518555, "text": "(v) About shall not (a) hold itself out as having any proprietary rights with respect to the ebix Marks or (b) make any claim to ownership rights in the ebix Marks or challenge the ebix Marks or the registration thereof,", "probability": 0.03210262154568557 }, { "score": 10.064836502075195, "text": "ebix shall not (a) hold itself out as having any proprietary rights with respect to the About Marks or (b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof, or (c) attempt to register or cause to be registered the About Marks or create or use or attempt to register or cause to be registered any marks or trade names that are confusingly similar to the About Marks, or (d) use the About Marks hereunder without About's approval of such use.", "probability": 0.031770399261386015 }, { "score": 9.878494262695312, "text": "(v)ebix shall not (a) hold itself out as having any proprietary rights with respect to the About Marks or (b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof, or", "probability": 0.02636909752072546 }, { "score": 9.739559173583984, "text": "ebix shall not (a) hold itself out as having any proprietary rights with respect to the About Marks or (b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof, or", "probability": 0.02294861731448289 }, { "score": 9.642400741577148, "text": "(v)ebix shall not (a) hold itself out as having any proprietary rights with respect to the About Marks or", "probability": 0.020823856049548475 }, { "score": 9.503464698791504, "text": "ebix shall not (a) hold itself out as having any proprietary rights with respect to the About Marks or", "probability": 0.018122662232825305 }, { "score": 9.206697463989258, "text": "(b) make any claim to ownership rights in the ebix Marks or challenge the ebix Marks or the registration thereof,", "probability": 0.013469070426153645 }, { "score": 8.99293327331543, "text": "(a) hold itself out as having any proprietary rights with respect to the About Marks or (b) make any claim to ownership rights in the About Marks or challenge the About Marks or the registration thereof,", "probability": 0.010876796804053157 } ], "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.067510604858398, "probability": 0.9981845261605147 }, { "score": 5.430117607116699, "text": "All goodwill associated with the use of Licensor's Marks shall inure to the benefit of such Licensor.", "probability": 0.0013080600443281425 }, { "score": 2.9197630882263184, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "probability": 0.00010626605662069074 }, { "score": 2.775425434112549, "text": "During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 9.198341264062674e-05 }, { "score": 2.768169403076172, "text": "All goodwill associated with the use of Licensor's Marks shall inure to the benefit of such Licensor", "probability": 9.131839376025937e-05 }, { "score": 2.276285171508789, "text": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business; (ii) has a petition filed against it under any state or federal bankruptcy law which petition has not been dismissed or set aside within ninety (90) days of its filing, or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement; or (b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately", "probability": 5.5838745978969124e-05 }, { "score": 1.684875726699829, "text": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business; (ii) has a petition filed against it under any state or federal bankruptcy law which petition has not been dismissed or set aside within ninety (90) days of its filing, or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement;", "probability": 3.090934471038e-05 }, { "score": 1.3887501955032349, "text": "approval of such sample. All goodwill associated with the use of Licensor's Marks shall inure to the benefit of such Licensor.", "probability": 2.2987096225103476e-05 }, { "score": 1.0468904972076416, "text": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business; (ii) has a petition filed against it under any state or federal bankruptcy law which petition has not been dismissed or set aside within ninety (90) days of its filing, or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement; or (b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS;", "probability": 1.633113366013863e-05 }, { "score": 1.0275007486343384, "text": "or provided by About for use on the Insurance Center;", "probability": 1.601752728422907e-05 }, { "score": 0.8839080333709717, "text": "receiving party; (iv) rightfully received the receiving party from a third party without confidentiality; or (v) is required to be disclosed under operation of law or administrative process.", "probability": 1.387503056714354e-05 }, { "score": 0.7063333988189697, "text": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business; (ii) has a petition filed against it under any state or federal bankruptcy law which petition has not been dismissed or set aside within ninety (90) days of its filing, or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement; or (b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice:", "probability": 1.1617542359090616e-05 }, { "score": 0.5534458160400391, "text": "(iii) within fifty percent (50%) of the Partnership Box on each of the following About Guide Site Home Pages and all the subsequent Guide Sites Sub-Pages until the termination of this agreement as detailed in section 2.1: Personal Insurance, Senior Health, Retirement Planning, Consumer Information/Advocacy, Auto Repair, Vintage Cars, Motorcycles, 4 Wheel Drive/SUVs, Trucks, Cars, Power Boating, and Sailing for as long as such Guide Sites are in existence, substantially as depicted in EXHIBIT E, ; and (iv) Links from the Advertising Placements, as set forth in the greater detail in Section 4.", "probability": 9.970479183301768e-06 }, { "score": 0.46287083625793457, "text": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1\n\n3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4 [TERMINATION AND SURVIVAL].", "probability": 9.107093957118857e-06 }, { "score": 0.223311185836792, "text": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business; (ii) has a petition filed against it under any state or federal bankruptcy law which petition has not been dismissed or set aside within ninety (90) days of its filing, or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement", "probability": 7.167049152325207e-06 }, { "score": 0.08775198459625244, "text": "the About Customer data (except to the extent that it is duplicative of About User data and as hereinafter provided). Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About. During the Term and any time thereafter, eBix shall not sell, lease, transfer, disseminate, display or otherwise disclose any About User data to any third party or otherwise use the same for any reason other than as set forth herein.", "probability": 6.2584641645998996e-06 }, { "score": -0.12292274832725525, "text": "and to the ebix Site, which Links shall be accessible to About Users by means of (i) a Link on the About Site Home Page, substantially as depicted in EXHIBIT C, (ii) a Link on the Auto Channel Home Page, Family/Parenting Channel Home Page, Health Channel Home Page, Money Channel Home Page, and Real Estate Channel Home Page, substantially as depicted in EXHIBIT D; (iii) within fifty percent (50%) of the Partnership Box on each of the following About Guide Site Home Pages and all the subsequent Guide Sites Sub-Pages until the termination of this agreement as detailed in section 2.1: Personal Insurance, Senior Health, Retirement Planning, Consumer Information/Advocacy, Auto 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7.386761665344238, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm", "probability": 0.00024918707950199564 }, { "score": 6.731505393981934, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018", "probability": 0.00012940508347982367 }, { "score": 6.6336750984191895, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018", "probability": 0.00011734488933592922 }, { "score": 6.489215850830078, "text": "April 1, 2018 and continue until April 30, 2018 at 11:59pm", "probability": 0.00010156084968632261 }, { "score": 6.3154072761535645, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30", "probability": 8.535760495830482e-05 }, { "score": 6.191531181335449, "text": "April 1, 2018 and continue until April 30,", "probability": 7.54125309106976e-05 }, { "score": 5.966646671295166, "text": "Terms 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April 1, 2018", "probability": 0.0005959606778224375 }, { "score": 2.5476572513580322, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 0.00016559835673479143 }, { "score": 1.538144826889038, "text": "April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 6.03434793410903e-05 }, { "score": 0.4883720874786377, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm", "probability": 2.1121260818955917e-05 }, { "score": 0.24668550491333008, "text": "The", "probability": 1.6586573990506665e-05 }, { "score": 0.2460765838623047, "text": "April 30, 2018 at 11:59pm.", "probability": 1.657647715084055e-05 }, { "score": -0.038983821868896484, "text": ".", "probability": 1.2464994124005241e-05 }, { "score": -0.13263535499572754, "text": "Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print\n\nTerms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 1.1350623909868476e-05 }, { "score": -0.13925504684448242, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 1.127573442342875e-05 }, { "score": -0.5211403369903564, "text": "April 1, 2018 and continue until April 30, 2018 at 11:59pm", "probability": 7.696515780815558e-06 }, { "score": -0.5302121639251709, "text": "this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 7.627010070221027e-06 }, { "score": -0.5600922107696533, "text": "will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 7.402485755246341e-06 }, { "score": -0.5689060688018799, "text": "11:59pm.", "probability": 7.337527981526781e-06 }, { "score": -0.581902027130127, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018", "probability": 7.242786733739919e-06 }, { "score": -0.8710083961486816, "text": "1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 5.424358650306128e-06 }, { "score": -0.889448881149292, "text": "begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 5.325247483528458e-06 }, { "score": -0.9691445827484131, "text": "Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print\n\nTerms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 4.917319105297091e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.552499771118164, "probability": 0.9999964965361788 }, { "score": -2.0408425331115723, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 1.2487770972748313e-06 }, { "score": -2.8583242893218994, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 5.513877449660945e-07 }, { "score": -3.5984275341033936, "text": "Terms and Termination:", "probability": 2.6304760627643006e-07 }, { "score": -3.7084710597991943, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 2.3563676843295648e-07 }, { "score": -3.741009473800659, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest.", "probability": 2.2809291971875735e-07 }, { "score": -4.156989097595215, "text": "Cancellation:", "probability": 1.5047146498189098e-07 }, { "score": -4.313469886779785, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm", "probability": 1.2867536415587183e-07 }, { "score": -4.403251647949219, "text": "Cancellation:", "probability": 1.1762609585883206e-07 }, { "score": -4.5259528160095215, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 1.0404356923335795e-07 }, { "score": -4.926717758178711, "text": "Cancellation", "probability": 6.968916154577833e-08 }, { "score": -4.934380531311035, "text": "Terms and Termination", "probability": 6.91571901023396e-08 }, { "score": -5.130951404571533, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm", "probability": 5.681561260631222e-08 }, { "score": -5.153316974639893, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.\n\nBanners: Sponsors are responsible for creating their own banners. Banners placement will be determined by the Promoter. Sponsors are responsible for the hanging of their banners and removal after the event. Banners must be responsibility secured and not have any dangerous edges/sticks that may not cause harm if used inappropriately.\n\nGeneral Provisions: Warranties: Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this section shall survive termination of this Agreement.", "probability": 5.555900380881095e-08 }, { "score": -5.228643417358398, "text": "Cancellation", "probability": 5.1527680308670863e-08 }, { "score": -5.50225305557251, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 3.919344473974918e-08 }, { "score": -5.511569023132324, "text": "Sponsor:", "probability": 3.883001535658419e-08 }, { "score": -5.562397003173828, "text": "Terms and Termination: The", "probability": 3.690568333792035e-08 }, { "score": -5.7768402099609375, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 2.978254109112146e-08 }, { "score": -5.829851150512695, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 2.8244857675734635e-08 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Governing Law": [ { "score": 15.07005500793457, "text": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "probability": 0.816104667811186 }, { "score": 13.307991027832031, "text": "Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "probability": 0.14011711883775285 }, { "text": "", "score": 12.11825942993164, "probability": 0.042638049616567614 }, { "score": 7.492554187774658, "text": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles", "probability": 0.00041771403639015024 }, { "score": 6.530627250671387, "text": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida,", "probability": 0.0001596318358445205 }, { "score": 6.3502516746521, "text": "Governing Law:", "probability": 0.00013328564897871365 }, { "score": 5.87372350692749, "text": "This", "probability": 8.27617827699448e-05 }, { "score": 5.730490684509277, "text": "Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles", "probability": 7.171741259954695e-05 }, { "score": 5.30578088760376, "text": ".", "probability": 4.690028605869148e-05 }, { "score": 5.148433685302734, "text": "overning Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "probability": 4.00719493654428e-05 }, { "score": 5.107165336608887, "text": "Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "probability": 3.845190439182141e-05 }, { "score": 5.01446533203125, "text": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida", "probability": 3.5047637909836e-05 }, { "score": 4.768563270568848, "text": "Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida,", "probability": 2.7407211103576484e-05 }, { "score": 4.251592636108398, "text": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law", "probability": 1.6343585942351062e-05 }, { "score": 4.111660003662109, "text": "Governing Law: This", "probability": 1.4209388254414347e-05 }, { "score": 4.020604133605957, "text": "be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "probability": 1.2972698331692786e-05 }, { "score": 3.944248914718628, "text": "by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "probability": 1.201903690932745e-05 }, { "score": 3.9226081371307373, "text": "shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "probability": 1.1761729809442075e-05 }, { "score": 3.813891887664795, "text": "the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "probability": 1.0550094052667337e-05 }, { "score": 3.6896510124206543, "text": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to", "probability": 9.317495781145895e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Most Favored Nation": [ { "text": "", "score": 11.913239479064941, "probability": 0.9997147949785232 }, { "score": 3.373828887939453, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 0.00019554973012888595 }, { "score": 1.2589566707611084, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 2.3592821781409005e-05 }, { "score": 1.1207327842712402, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 2.054707546077403e-05 }, { "score": 0.4828002452850342, "text": "Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event.", "probability": 1.0856739926225855e-05 }, { "score": 0.28062599897384644, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 8.869441525585166e-06 }, { "score": -0.24791812896728516, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 5.2282034174379865e-06 }, { "score": -0.5973939895629883, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 3.686184247060893e-06 }, { "score": -0.9148309230804443, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 2.683588550209215e-06 }, { "score": -0.9576027393341064, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 2.571226683702252e-06 }, { "score": -1.4186127185821533, "text": "Sponsor:", "probability": 1.6215348104953134e-06 }, { "score": -1.4783878326416016, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.5274474373289006e-06 }, { "score": -1.486208200454712, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor", "probability": 1.5155488229655674e-06 }, { "score": -1.6528842449188232, "text": "In", "probability": 1.2828723512463659e-06 }, { "score": -1.834246277809143, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.0700865739025124e-06 }, { "score": -1.8389427661895752, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship", "probability": 1.065072707740111e-06 }, { "score": -1.8794474601745605, "text": "Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 1.022794281121548e-06 }, { "score": -1.9724701642990112, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 9.319423419229068e-07 }, { "score": -2.1117241382598877, "text": "Contribution by Sponsor:", "probability": 8.107963995237637e-07 }, { "score": -2.160867929458618, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor", "probability": 7.719140292300432e-07 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Compete": [ { "text": "", "score": 11.459919929504395, "probability": 0.9942062941508688 }, { "score": 6.192568302154541, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.005127371230587939 }, { "score": 4.045447826385498, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.0005989798153927743 }, { "score": 0.8527867794036865, "text": "Sponsor", "probability": 2.4595582493838375e-05 }, { "score": -0.0015540122985839844, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 1.0466985459430158e-05 }, { "score": -1.0230228900909424, "text": "Sponsor", "probability": 3.768802018168641e-06 }, { "score": -1.043210744857788, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 3.693480835009147e-06 }, { "score": -1.3416279554367065, "text": "agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 2.7405321546051684e-06 }, { "score": -1.3611990213394165, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 2.6874184603235356e-06 }, { "score": -1.4349193572998047, "text": "Sponsor agrees that it will", "probability": 2.49642751699684e-06 }, { "score": -1.5291447639465332, "text": "Sponsor agrees that", "probability": 2.2719427671840844e-06 }, { "score": -1.584686040878296, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 2.1491964607806565e-06 }, { "score": -1.5851490497589111, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value. The attendance and marketing reach estimates made in negotiations were made for the purposes of this agreement are mere estimate and not be interpreted as guaranties.", "probability": 2.1482015940669636e-06 }, { "score": -1.6946401596069336, "text": "Sponsor agrees that it will not", "probability": 1.925411891344717e-06 }, { "score": -1.7158710956573486, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value.", "probability": 1.8849644820918087e-06 }, { "score": -1.7786815166473389, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.770210661571797e-06 }, { "score": -2.1140313148498535, "text": ".", "probability": 1.2658562354005386e-06 }, { "score": -2.132079601287842, "text": "Sponsor agrees that it", "probability": 1.2432146351224495e-06 }, { "score": -2.1510326862335205, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 1.219873771922179e-06 }, { "score": -2.3234286308288574, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 1.0267017123692137e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Exclusivity": [ { "text": "", "score": 12.098888397216797, "probability": 0.9996235483599363 }, { "score": 3.49811053276062, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.00018389338696126446 }, { "score": 3.2882368564605713, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.00014907991354573338 }, { "score": 1.2624726295471191, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 1.9662598300838695e-05 }, { "score": 0.10348010063171387, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 6.1701659810700996e-06 }, { "score": -0.21329522132873535, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 4.4949314471851e-06 }, { "score": -1.133063554763794, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 1.7917308061171428e-06 }, { "score": -1.1459565162658691, "text": "Sponsor", "probability": 1.7687783701929522e-06 }, { "score": -1.2557463645935059, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 1.5848650688433718e-06 }, { "score": -1.3207435607910156, "text": "Sponsor", "probability": 1.4851296538608966e-06 }, { "score": -1.476893663406372, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 1.2704256157331165e-06 }, { "score": -1.5648903846740723, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 1.163409890178861e-06 }, { "score": -2.0957789421081543, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 6.841806391669793e-07 }, { "score": -2.11171817779541, "text": "Sponsor:", "probability": 6.733617739794333e-07 }, { "score": -2.242908000946045, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 5.90572801699668e-07 }, { "score": -2.3012447357177734, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor", "probability": 5.571063646082035e-07 }, { "score": -2.52253794670105, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 4.4651052421664973e-07 }, { "score": -2.6142120361328125, "text": "Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 4.073973019161983e-07 }, { "score": -2.669167995452881, "text": "agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 3.8561247784175943e-07 }, { "score": -2.7904701232910156, "text": "In", "probability": 3.415625394682222e-07 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.00103759765625, "probability": 0.999599125191229 }, { "score": 4.007750034332275, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.00033758658969308095 }, { "score": 1.3733526468276978, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 2.4225956765363367e-05 }, { "score": 0.1665949821472168, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 7.24757541397103e-06 }, { "score": 0.11572933197021484, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 6.88814168742612e-06 }, { "score": 0.03368949890136719, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 6.345599014436349e-06 }, { "score": -0.5474464893341064, "text": "The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 3.548856772806016e-06 }, { "score": -0.693185567855835, "text": "Sponsor", "probability": 3.0675722087836267e-06 }, { "score": -0.8402976989746094, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 2.647919682288899e-06 }, { "score": -1.3937482833862305, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 1.5224543274196829e-06 }, { "score": -1.5225722789764404, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 1.3384332669618302e-06 }, { "score": -1.7995573282241821, "text": "Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 1.0146205263294544e-06 }, { "score": -1.9491558074951172, "text": "Contribution by Sponsor:", "probability": 8.736426952938776e-07 }, { "score": -1.971588373184204, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 8.542628308715605e-07 }, { "score": -2.1749589443206787, "text": "In", "probability": 6.970578039295745e-07 }, { "score": -2.181974172592163, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 6.921848965796481e-07 }, { "score": -2.250694751739502, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 6.46215172294799e-07 }, { "score": -2.3549649715423584, "text": "Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor:", "probability": 5.822281100256699e-07 }, { "score": -2.3799855709075928, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship", "probability": 5.678411494818473e-07 }, { "score": -2.453381299972534, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor", "probability": 5.276567534461062e-07 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.563058853149414, "probability": 0.9810194469555287 }, { "score": 7.126377105712891, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.011610507830492481 }, { "score": 6.6088151931762695, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.006919535360921157 }, { "score": 3.3311374187469482, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 0.0002609753941399293 }, { "score": 1.1988897323608398, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 3.094397901674338e-05 }, { "score": 1.1973350048065186, "text": "Sponsor", "probability": 3.0895906939100793e-05 }, { "score": 1.170029640197754, "text": "Sponsor", "probability": 3.006369654550426e-05 }, { "score": 0.5764336585998535, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 1.6605307404182338e-05 }, { "score": 0.45032548904418945, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 1.4637902081926087e-05 }, { "score": 0.08414697647094727, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 1.0149614102191884e-05 }, { "score": -0.14350676536560059, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 8.083152387715967e-06 }, { "score": -0.24357110261917114, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 7.313468192497957e-06 }, { "score": -0.26031970977783203, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 7.191997855766325e-06 }, { "score": -0.3274848461151123, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 6.724811280335436e-06 }, { "score": -0.47141003608703613, "text": "agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 5.82336732563097e-06 }, { "score": -0.545501708984375, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value.", "probability": 5.407500654178592e-06 }, { "score": -0.602076530456543, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 5.110065276238851e-06 }, { "score": -0.7294842004776001, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 4.498772169520789e-06 }, { "score": -1.118040680885315, "text": "agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 3.0503246510451443e-06 }, { "score": -1.12321138381958, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services)", "probability": 3.0345930352278035e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.121789932250977, "probability": 0.9999997197695477 }, { "score": -4.05526876449585, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 9.427413426012114e-08 }, { "score": -5.222662925720215, "text": "Sponsor:", "probability": 2.9335919853444715e-08 }, { "score": -5.306911468505859, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 2.696565868668107e-08 }, { "score": -5.464184761047363, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 2.3041360035810475e-08 }, { "score": -5.952035427093506, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 1.4146117394712676e-08 }, { "score": -6.0589423179626465, "text": "Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.271183318492385e-08 }, { "score": -6.334751129150391, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 9.647747759518552e-09 }, { "score": -6.4566497802734375, "text": "Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 8.540553720729805e-09 }, { "score": -6.652582168579102, "text": "Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc.", "probability": 7.0209143292326584e-09 }, { "score": -6.750010013580322, "text": "Fruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc.", "probability": 6.369147377151262e-09 }, { "score": -6.799871444702148, "text": "Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc.", "probability": 6.059359974670758e-09 }, { "score": -6.834300518035889, "text": ". Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc.", "probability": 5.854292228198582e-09 }, { "score": -6.841121673583984, "text": ".", "probability": 5.814495075876457e-09 }, { "score": -6.864053249359131, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value.", "probability": 5.682676719185634e-09 }, { "score": -6.876941680908203, "text": ".", "probability": 5.609905887553594e-09 }, { "score": -6.925595283508301, "text": "EcoScience Solutions, Inc.", "probability": 5.3434971784928946e-09 }, { "score": -6.998502731323242, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party. Entire Agreement: This Agreement and its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the Sponsorship. This Agreement may only be admitted in a writing signed by both parties. The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc.", "probability": 4.9677791699084284e-09 }, { "score": -7.041144371032715, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party. Entire Agreement: This Agreement and its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the Sponsorship. This Agreement may only be admitted in a writing signed by both parties. The agreement is confidential, and the parties agree not to file or record in public records.", "probability": 4.760397882127457e-09 }, { "score": -7.194236755371094, "text": ".", "probability": 4.084661534116696e-09 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Disparagement": [ { "text": "", "score": 11.306537628173828, "probability": 0.9843145083269226 }, { "score": 7.028046607971191, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.01364610930041532 }, { "score": 5.038245677947998, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.001865732090774469 }, { "score": 1.7344834804534912, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 6.855570315308487e-05 }, { "score": 1.3754994869232178, "text": "Sponsor", "probability": 4.787831107759015e-05 }, { "score": -0.4014573097229004, "text": "Sponsor", "probability": 8.098718257584723e-06 }, { "score": -0.6051936149597168, "text": "Sponsor agrees that it will", "probability": 6.605941716492738e-06 }, { "score": -0.6263060569763184, "text": "Sponsor agrees that it will not", "probability": 6.467936098962741e-06 }, { "score": -0.9841547012329102, "text": "agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 4.5222443935132055e-06 }, { "score": -0.9997868537902832, "text": "Sponsor agrees that", "probability": 4.452101648655079e-06 }, { "score": -1.0023794174194336, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 4.4405742410729934e-06 }, { "score": -1.1955723762512207, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services)", "probability": 3.6604670289997515e-06 }, { "score": -1.4069952964782715, "text": "Sponsor agrees that it", "probability": 2.962897938277597e-06 }, { "score": -1.534677505493164, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 2.607744349034279e-06 }, { "score": -1.5556049346923828, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value.", "probability": 2.5537380414133623e-06 }, { "score": -1.6012978553771973, "text": "Sponsor agrees", "probability": 2.4396760490267454e-06 }, { "score": -1.625443696975708, "text": "Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 2.3814735198705688e-06 }, { "score": -1.7862510681152344, "text": ".", "probability": 2.0277200848089987e-06 }, { "score": -1.7929835319519043, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without", "probability": 2.0141143840024983e-06 }, { "score": -1.8096017837524414, "text": "Sponsor agrees that it will not use", "probability": 1.9809199050483847e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Termination For Convenience": [ { "text": "", "score": 11.393362045288086, "probability": 0.9999909556000812 }, { "score": -1.0561556816101074, "text": "Cancellation:", "probability": 3.919577183470151e-06 }, { "score": -1.8461329936981201, "text": "Cancellation", "probability": 1.7789200639494086e-06 }, { "score": -2.3378069400787354, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 1.08799062117892e-06 }, { "score": -3.3409647941589355, "text": "Terms and Termination", "probability": 3.989874461288114e-07 }, { "score": -3.4657652378082275, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 3.5217545721603624e-07 }, { "score": -4.0709075927734375, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest.", "probability": 1.9228663597002e-07 }, { "score": -4.098465919494629, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 1.8705988902041614e-07 }, { "score": -4.249002933502197, "text": "Terms and Termination:", "probability": 1.6091750039011209e-07 }, { "score": -4.514945030212402, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event.", "probability": 1.2334061021897576e-07 }, { "score": -4.527632713317871, "text": "Cancell", "probability": 1.2178558930894666e-07 }, { "score": -4.6374945640563965, "text": "Cancellation:", "probability": 1.0911476117263875e-07 }, { "score": -4.862505912780762, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting:", "probability": 8.712891769472598e-08 }, { "score": -4.888240814208984, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.\n\nBanners: Sponsors are responsible for creating their own banners. Banners placement will be determined by the Promoter. Sponsors are responsible for the hanging of their banners and removal after the event.", "probability": 8.491526976279811e-08 }, { "score": -4.917926788330078, "text": "Cance", "probability": 8.243152583977171e-08 }, { "score": -4.974233627319336, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.\n\nBanners: Sponsors are responsible for creating their own banners. Banners placement will be determined by the Promoter.", "probability": 7.791832166521358e-08 }, { "score": -4.979439735412598, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.\n\nBanners", "probability": 7.751372456214013e-08 }, { "score": -5.108648300170898, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.\n\nBanners: Sponsors are responsible for creating their own banners. Banners placement will be determined by the Promoter. Sponsors are responsible for the hanging of their banners and removal after the event. Banners must be responsibility secured and not have any dangerous edges/sticks that may not cause harm if used inappropriately.", "probability": 6.811833729638672e-08 }, { "score": -5.1135663986206055, "text": "C", "probability": 6.778414707115431e-08 }, { "score": -5.1336870193481445, "text": "Cancellation", "probability": 6.643391723963981e-08 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.126884460449219, "probability": 0.9962068641096414 }, { "score": 6.423187255859375, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 0.0033209727145228495 }, { "score": 3.565523624420166, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 0.0001906328589634853 }, { "score": 3.231262683868408, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 0.0001364677650572312 }, { "score": 1.8451437950134277, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 3.4122928366533086e-05 }, { "score": 1.5958218574523926, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10)", "probability": 2.659298892754691e-05 }, { "score": 1.4098286628723145, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 2.207960677867365e-05 }, { "score": 0.7723405361175537, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 1.1671690396581549e-05 }, { "score": 0.7162268161773682, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 1.1034785105506931e-05 }, { "score": 0.3528733253479004, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 7.672934024710487e-06 }, { "score": 0.03821086883544922, "text": "In", "probability": 5.601512319168019e-06 }, { "score": -0.11502742767333984, "text": "Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 4.805678895211038e-06 }, { "score": -0.3054807186126709, "text": "Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 3.972299041868495e-06 }, { "score": -0.4280972480773926, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00", "probability": 3.5139069209910138e-06 }, { "score": -0.5993704795837402, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party", "probability": 2.9607874692327315e-06 }, { "score": -0.7610955238342285, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor", "probability": 2.5186680887962736e-06 }, { "score": -0.8186211585998535, "text": "for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 2.377868720361657e-06 }, { "score": -0.9029121398925781, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo", "probability": 2.185650748372596e-06 }, { "score": -0.9954371452331543, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor", "probability": 1.9924969565098414e-06 }, { "score": -1.0125197172164917, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 1.95874905497491e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Change Of Control": [ { "text": "", "score": 12.154191970825195, "probability": 0.9999715221194239 }, { "score": 0.5740196704864502, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 9.34937764767664e-06 }, { "score": 0.3957045078277588, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 7.822425061746545e-06 }, { "score": -0.2688775062561035, "text": "Cancellation:", "probability": 4.02454798458165e-06 }, { "score": -0.8831298351287842, "text": "Cancellation:", "probability": 2.177462643086235e-06 }, { "score": -1.4572293758392334, "text": "Cancellation", "probability": 1.226372632500492e-06 }, { "score": -1.8277616500854492, "text": "Cancellation", "probability": 8.466469111202338e-07 }, { "score": -2.5085930824279785, "text": "(iv) any changes in company value or brand value.", "probability": 4.285692372108418e-07 }, { "score": -2.694915294647217, "text": "Sponsor:", "probability": 3.5571508706281065e-07 }, { "score": -2.751410722732544, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party", "probability": 3.361759437765521e-07 }, { "score": -2.8285233974456787, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest.", "probability": 3.112268260002794e-07 }, { "score": -2.9297258853912354, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party", "probability": 2.8127124893788983e-07 }, { "score": -2.937103509902954, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.\n\nBanners: Sponsors are responsible for creating their own banners. Banners placement will be determined by the Promoter. Sponsors are responsible for the hanging of their banners and removal after the event. Banners must be responsibility secured and not have any dangerous edges/sticks that may not cause harm if used inappropriately.\n\nGeneral Provisions: Warranties: Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this section shall survive termination of this Agreement.", "probability": 2.7920377119214395e-07 }, { "score": -2.990461826324463, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest.", "probability": 2.646964139421772e-07 }, { "score": -3.423161029815674, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.7172328240131902e-07 }, { "score": -3.491039276123047, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.6045380979509623e-07 }, { "score": -3.78226900100708, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest", "probability": 1.1991418798224965e-07 }, { "score": -3.790947675704956, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event.", "probability": 1.1887799464930183e-07 }, { "score": -3.9456560611724854, "text": "(iv) any changes in company value or brand value", "probability": 1.0183861217604729e-07 }, { "score": -3.9501569271087646, "text": "Cancell", "probability": 1.0138128020250129e-07 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Anti-Assignment": [ { "score": 15.716964721679688, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 0.6766680961778648 }, { "score": 14.787224769592285, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 0.2670513451530476 }, { "score": 12.285099029541016, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 0.021874360637246553 }, { "score": 12.003377914428711, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 0.016503856629115316 }, { "text": "", "score": 11.952330589294434, "probability": 0.0156825207412115 }, { "score": 9.398189544677734, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party", "probability": 0.001219457050292957 }, { "score": 8.310246467590332, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party. Entire Agreement: This Agreement and its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the Sponsorship. This Agreement may only be admitted in a writing signed by both parties. The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc.", "probability": 0.0004108457832459026 }, { "score": 7.026421070098877, "text": ".", "probability": 0.00011379431033031697 }, { "score": 6.896063804626465, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party", "probability": 9.988657156717801e-05 }, { "score": 6.481822967529297, "text": "may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 6.600921944129494e-05 }, { "score": 6.214236736297607, "text": "This", "probability": 5.0511861482548605e-05 }, { "score": 6.181430339813232, "text": "not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 4.8881636441610895e-05 }, { "score": 5.936580181121826, "text": "either party without the express prior written consent of the other party.", "probability": 3.8265612019360755e-05 }, { "score": 5.887506484985352, "text": "This", "probability": 3.643310860291708e-05 }, { "score": 5.808119773864746, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party. Entire Agreement: This Agreement and its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the Sponsorship. This Agreement may only be admitted in a writing signed by both parties. The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc.", "probability": 3.365263055764091e-05 }, { "score": 5.733818054199219, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party", "probability": 3.1242817427520905e-05 }, { "score": 5.3409810066223145, "text": "be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 2.109323683318021e-05 }, { "score": 5.3408098220825195, "text": "without the express prior written consent of the other party.", "probability": 2.1089626306182156e-05 }, { "score": 5.024089813232422, "text": "or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 1.536452478166674e-05 }, { "score": 4.879241466522217, "text": ".", "probability": 1.3292672183811517e-05 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 11.987377166748047, "probability": 0.9975136246143352 }, { "score": 5.659823417663574, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 0.0017819567501354704 }, { "score": 4.084495544433594, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 0.0003687575802672379 }, { "score": 2.9607551097869873, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 0.0001198689460157788 }, { "score": 2.2182974815368652, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 5.705076019031577e-05 }, { "score": 1.46486496925354, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 2.6856527168093685e-05 }, { "score": 1.4395041465759277, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 2.6183987668467838e-05 }, { "score": 1.3854271173477173, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 2.480563976047353e-05 }, { "score": 1.079137921333313, "text": "Contribution by Sponsor:", "probability": 1.826125935952839e-05 }, { "score": 0.5751950740814209, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 1.1032428637452494e-05 }, { "score": 0.2985811233520508, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship", "probability": 8.366411366317555e-06 }, { "score": 0.21718621253967285, "text": "Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 7.712405468268117e-06 }, { "score": -0.10791397094726562, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 5.571865676307611e-06 }, { "score": -0.1199113130569458, "text": "for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 5.5054174954022825e-06 }, { "score": -0.16133594512939453, "text": "In", "probability": 5.282016694641651e-06 }, { "score": -0.25028133392333984, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00", "probability": 4.832493493731173e-06 }, { "score": -0.38760900497436523, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor", "probability": 4.212409933556054e-06 }, { "score": -0.4807708263397217, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 3.837699480019484e-06 }, { "score": -0.6212179660797119, "text": "Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 3.3348441731601856e-06 }, { "score": -0.7452150583267212, "text": "Fruit of Life Productions LLC, (\"Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 2.945942681116201e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Price Restrictions": [ { "text": "", "score": 11.759574890136719, "probability": 0.9969267119023323 }, { "score": 5.745730400085449, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.002437158395384139 }, { "score": 3.698941469192505, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 0.00031475643473604807 }, { "score": 3.1547484397888184, "text": "Sponsors must have their own liability insurance with limits of one million dollars", "probability": 0.00018265627121811896 }, { "score": 1.9632493257522583, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 5.5484681477151544e-05 }, { "score": 0.4389486312866211, "text": "Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 1.2083081835092479e-05 }, { "score": 0.4295591413974762, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 1.1970158834687585e-05 }, { "score": 0.4291084408760071, "text": "(iv) any changes in company value or brand value.", "probability": 1.1964765093431026e-05 }, { "score": 0.2573239803314209, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.0076254616914366e-05 }, { "score": -0.042165279388427734, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 7.468486499392878e-06 }, { "score": -0.3182833194732666, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days", "probability": 5.666515213539888e-06 }, { "score": -0.6141712665557861, "text": "Spons", "probability": 4.215155070477879e-06 }, { "score": -0.798814058303833, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 3.5044850435960348e-06 }, { "score": -0.881794810295105, "text": "Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 3.2254189125832784e-06 }, { "score": -1.0323212146759033, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00", "probability": 2.7746827956917386e-06 }, { "score": -1.1728794574737549, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 2.410847125287473e-06 }, { "score": -1.2170765399932861, "text": "(iv) any changes in company value or brand value.", "probability": 2.3066150590997692e-06 }, { "score": -1.3061330318450928, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 2.1100773712124025e-06 }, { "score": -1.4228594303131104, "text": "In", "probability": 1.8776072318044483e-06 }, { "score": -1.5965954065322876, "text": "ors must have their own liability insurance with limits of one million dollars.", "probability": 1.5781641497709629e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Minimum Commitment": [ { "text": "", "score": 12.021109580993652, "probability": 0.9041203835358191 }, { "score": 9.01014518737793, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.04452265343239167 }, { "score": 8.609819412231445, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.02983470610933417 }, { "score": 7.5617570877075195, "text": "Sponsors must have their own liability insurance with limits of one million dollars", "probability": 0.010460539407147813 }, { "score": 7.3468475341796875, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 0.008437621637072028 }, { "score": 5.794760704040527, "text": "Sponsors must have their own liability insurance with limits of one million dollars", "probability": 0.0017871347556452635 }, { "score": 4.257767200469971, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 0.00038428152331629664 }, { "score": 3.106132984161377, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 0.00012147897484998339 }, { "score": 2.91418719291687, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 0.00010026286729896504 }, { "score": 2.504148244857788, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00", "probability": 6.653688542933065e-05 }, { "score": 1.785081148147583, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 3.241720710432987e-05 }, { "score": 1.4662833213806152, "text": "Spons", "probability": 2.356803956606465e-05 }, { "score": 1.3054574728012085, "text": "Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 2.0066779568016783e-05 }, { "score": 1.2587087154388428, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 1.915027225662254e-05 }, { "score": 1.0490646362304688, "text": "In", "probability": 1.552843490665151e-05 }, { "score": 0.8075573444366455, "text": "ors must have their own liability insurance with limits of one million dollars.", "probability": 1.2196701685986276e-05 }, { "score": 0.7021775245666504, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 1.0976819616487548e-05 }, { "score": 0.68170166015625, "text": ".", "probability": 1.0754345197234706e-05 }, { "score": 0.6150808334350586, "text": "one million dollars.", "probability": 1.0061226246946202e-05 }, { "score": 0.576561689376831, "text": "liability insurance with limits of one million dollars.", "probability": 9.681045547098346e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Volume Restriction": [ { "text": "", "score": 11.905498504638672, "probability": 0.9964592742212902 }, { "score": 5.718605995178223, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.0020489260145703445 }, { "score": 4.863207817077637, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.0008710269008730195 }, { "score": 4.316844463348389, "text": "Sponsors must have their own liability insurance with limits of one million dollars", "probability": 0.0005043696882862619 }, { "score": 2.0000455379486084, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 4.9725137119370555e-05 }, { "score": 1.0981395244598389, "text": "Sponsors must have their own liability insurance with limits of one million dollars.\n\nBanners: Sponsors are responsible for creating their own banners. Banners placement will be determined by the Promoter. Sponsors are responsible for the hanging of their banners and removal after the event. Banners must be responsibility secured and not have any dangerous edges/sticks that may not cause harm if used inappropriately.\n\nGeneral Provisions: Warranties: Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this section shall survive termination of this Agreement. This agreement is not an attempt to give legal advice or constraints as it relates to Florida law and Cannabis/Marijuana law in any jurisdiction. The Sponsor understands that they are free to seek legal advice on the content of this agreement and applicable law from independent counsel. Binding effect: This Agreement shall bind the parties, their respective heirs, personal representatives, successors and assigns.\n\n2\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nGoverning Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles. In case of a dispute, the parties agree to pursue Arbitration as the preferred method to seek a remedy and the parties waive the right to a jury trial.", "probability": 2.017823541437107e-05 }, { "score": 0.24522709846496582, "text": "Sponsors must have their own liability insurance with limits of one million dollars", "probability": 8.599397501210865e-06 }, { "score": 0.1972733736038208, "text": "Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 8.1967556041416e-06 }, { "score": -0.4008045196533203, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 4.507129717742434e-06 }, { "score": -0.42454099655151367, "text": "Spons", "probability": 4.401406054819881e-06 }, { "score": -0.5008816719055176, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 4.077904984864263e-06 }, { "score": -0.7543662190437317, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 3.1648283657598487e-06 }, { "score": -1.172080636024475, "text": "one million dollars.", "probability": 2.084198582204504e-06 }, { "score": -1.2044882774353027, "text": "Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars", "probability": 2.0177373642513263e-06 }, { "score": -1.294324517250061, "text": "Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 1.8443751113568284e-06 }, { "score": -1.3107640743255615, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 1.8143022708192906e-06 }, { "score": -1.3616809844970703, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10)", "probability": 1.7242360103806711e-06 }, { "score": -1.3927010297775269, "text": "ors must have their own liability insurance with limits of one million dollars.", "probability": 1.6715711868330468e-06 }, { "score": -1.7038569450378418, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 1.2245924555590228e-06 }, { "score": -1.748293399810791, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days", "probability": 1.1713672362329856e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.135611534118652, "probability": 0.6367927889801462 }, { "score": 11.302352905273438, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 0.27676968044602845 }, { "score": 9.457484245300293, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 0.04374236231078376 }, { "score": 8.675243377685547, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 0.02000687879549955 }, { "score": 8.113045692443848, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information", "probability": 0.011403022695166291 }, { "score": 7.18716287612915, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 0.004517666740183004 }, { "score": 6.532589435577393, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.002347667335732804 }, { "score": 6.15690279006958, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.00161241904951952 }, { "score": 5.601418495178223, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information", "probability": 0.0009251968731186599 }, { "score": 5.374661445617676, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.0007374877671119106 }, { "score": 4.819177150726318, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information", "probability": 0.0004231662831684636 }, { "score": 3.997856616973877, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information", "probability": 0.00018612987308832055 }, { "score": 3.5283777713775635, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 0.00011639223539797273 }, { "score": 3.2359604835510254, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 8.688179694521931e-05 }, { "score": 3.173832416534424, "text": "Fruit", "probability": 8.164825700419301e-05 }, { "score": 3.159261703491211, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor", "probability": 8.046720893237256e-05 }, { "score": 2.8241384029388428, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 5.7554162354288926e-05 }, { "score": 2.510486125946045, "text": "Intellectual Property:", "probability": 4.20590331006434e-05 }, { "score": 2.4173998832702637, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 3.832061257536581e-05 }, { "score": 2.2436747550964355, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 3.220954414299246e-05 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Joint Ip Ownership": [ { "text": "", "score": 11.978561401367188, "probability": 0.9986082864635168 }, { "score": 5.074851989746094, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 0.001002656707300655 }, { "score": 3.1566197872161865, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 0.00014725654370161331 }, { "score": 2.3120572566986084, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 6.32828101352705e-05 }, { "score": 2.108032464981079, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 5.160347105376638e-05 }, { "score": 1.7544560432434082, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 3.6234529470202246e-05 }, { "score": 1.0076673030853271, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information", "probability": 1.7171031980699985e-05 }, { "score": 0.9615130424499512, "text": "Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 1.6396526541986177e-05 }, { "score": 0.41140103340148926, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value. The attendance and marketing reach estimates made in negotiations were made for the purposes of this agreement are mere estimate and not be interpreted as guaranties. . Confidentiality Confidential Information is all information that is marked such and all other information which a reasonable person would consider to be confidential.", "probability": 9.458913336077179e-06 }, { "score": 0.18980002403259277, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 7.578812292705206e-06 }, { "score": 0.1249387264251709, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 7.102843523609234e-06 }, { "score": -0.0825396478176117, "text": "The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 5.771989523821562e-06 }, { "score": -0.14620018005371094, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value. The attendance and marketing reach estimates made in negotiations were made for the purposes of this agreement are mere estimate and not be interpreted as guaranties. . Confidentiality Confidential Information is all information that is marked such and all other information which a reasonable person would consider to be confidential.", "probability": 5.415993273679747e-06 }, { "score": -0.1894683837890625, "text": "Fruit", "probability": 5.186650379815454e-06 }, { "score": -0.4326624870300293, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 4.066952659471273e-06 }, { "score": -0.7342400550842285, "text": "Intellectual Property:", "probability": 3.0081233682983687e-06 }, { "score": -0.8866690397262573, "text": "Relationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 2.5828344863735653e-06 }, { "score": -0.9105651378631592, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information", "probability": 2.521846410644987e-06 }, { "score": -0.9667224884033203, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor", "probability": 2.3841293024199026e-06 }, { "score": -1.1261286735534668, "text": "Intellectual Property", "probability": 2.03282774211699e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__License Grant": [ { "text": "", "score": 11.668684005737305, "probability": 0.9993755400772425 }, { "score": 4.157223224639893, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.0005464403332566519 }, { "score": 1.6657723188400269, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 4.52396636346127e-05 }, { "score": 0.2543058395385742, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 1.102877467390337e-05 }, { "score": -0.39168453216552734, "text": "Sponsor", "probability": 5.780657121611853e-06 }, { "score": -1.112579584121704, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 2.81123057105401e-06 }, { "score": -1.468315601348877, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.969709945059154e-06 }, { "score": -1.5965385437011719, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 1.7326696225908045e-06 }, { "score": -1.9187917709350586, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 1.2553446122351443e-06 }, { "score": -1.9860343933105469, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 1.1737074551470866e-06 }, { "score": -2.0578224658966064, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 1.0924025351726405e-06 }, { "score": -2.21813702583313, "text": "Logo on all promotional print\n\nTerms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 9.305912626249298e-07 }, { "score": -2.2471723556518555, "text": "agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 9.039597369048169e-07 }, { "score": -2.286611795425415, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 8.690019600658073e-07 }, { "score": -2.3101072311401367, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 8.48822372787113e-07 }, { "score": -2.6316006183624268, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print", "probability": 6.154517542265973e-07 }, { "score": -2.774731159210205, "text": "Sponsor", "probability": 5.333756803264734e-07 }, { "score": -2.8046445846557617, "text": "Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print\n\nTerms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 5.176568606483854e-07 }, { "score": -3.138151168823242, "text": "On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print\n\nTerms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 3.708530926142024e-07 }, { "score": -3.2083377838134766, "text": "Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 3.4571660972455133e-07 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Transferable License": [ { "score": 12.874530792236328, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 0.677028059409588 }, { "text": "", "score": 11.867279052734375, "probability": 0.2472650848709384 }, { "score": 10.570718765258789, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 0.06761979000552228 }, { "score": 8.306703567504883, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party", "probability": 0.007027882799854849 }, { "score": 6.002892017364502, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party", "probability": 0.0007019268686271719 }, { "score": 4.070731163024902, "text": "This", "probability": 0.0001016635029077336 }, { "score": 3.763394832611084, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense", "probability": 7.476366748015046e-05 }, { "score": 3.2318410873413086, "text": ".", "probability": 4.3937944793000585e-05 }, { "score": 2.3371071815490723, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other", "probability": 1.795815603666826e-05 }, { "score": 2.3031344413757324, "text": "may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 1.7358315079088324e-05 }, { "score": 2.2845187187194824, "text": "not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 1.7038166642485264e-05 }, { "score": 1.8433549404144287, "text": "either party without the express prior written consent of the other party.", "probability": 1.0960436922362107e-05 }, { "score": 1.811265468597412, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by", "probability": 1.0614305578079005e-05 }, { "score": 1.805910348892212, "text": "or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 1.055761662466039e-05 }, { "score": 1.7669198513031006, "text": "Assignment: This", "probability": 1.0153891761655814e-05 }, { "score": 1.7540864944458008, "text": "Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "probability": 1.0024415827619934e-05 }, { "score": 1.6927709579467773, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party. Entire Agreement: This Agreement and its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the Sponsorship. This Agreement may only be admitted in a writing signed by both parties. The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc. (Sponsor) Address: 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768", "probability": 9.428227956359921e-06 }, { "score": 1.4903779029846191, "text": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party", "probability": 7.700729837620671e-06 }, { "score": 1.4810805320739746, "text": "by either party without the express prior written consent of the other party.", "probability": 7.62946509675151e-06 }, { "score": 1.4595832824707031, "text": "Assignment: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense", "probability": 7.467202925254959e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Affiliate License-Licensor": [ { "text": "", "score": 11.917672157287598, "probability": 0.9877296721924761 }, { "score": 7.053473472595215, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.007623307757926352 }, { "score": 5.1274333000183105, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.0011108996603906621 }, { "score": 5.0906829833984375, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.001070814822774811 }, { "score": 4.951688289642334, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.0009318580167199908 }, { "score": 4.564943313598633, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 0.0006329778848331717 }, { "score": 4.286294937133789, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.0004790414403630419 }, { "score": 3.018491268157959, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.00013482578169031392 }, { "score": 2.6143033504486084, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 8.999872659731442e-05 }, { "score": 2.4560012817382812, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 7.682218399932029e-05 }, { "score": 1.306404948234558, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 2.4334549218059528e-05 }, { "score": 1.1421458721160889, "text": "Sponsor", "probability": 2.0648404303414945e-05 }, { "score": 0.976902961730957, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information", "probability": 1.750339973431693e-05 }, { "score": 0.6407434940338135, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 1.2506339364313173e-05 }, { "score": 0.5020169019699097, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 1.0886343053971766e-05 }, { "score": 0.2812373638153076, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor", "probability": 8.729687164541752e-06 }, { "score": 0.10549235343933105, "text": "Sponsor", "probability": 7.322739629675571e-06 }, { "score": -0.0023126602172851562, "text": "Intellectual Property:", "probability": 6.5743749614356665e-06 }, { "score": -0.1515958309173584, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 5.662674685928856e-06 }, { "score": -0.16040325164794922, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 5.613020112845338e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.048881530761719, "probability": 0.9998211335401459 }, { "score": 2.7739672660827637, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 9.372991583692368e-05 }, { "score": 1.5847243070602417, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 2.853622839586236e-05 }, { "score": 1.1039488315582275, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.7644056356079748e-05 }, { "score": 0.29271578788757324, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 7.83942847126542e-06 }, { "score": 0.06574499607086182, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 6.247585947998974e-06 }, { "score": -0.30650782585144043, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 4.305711162994892e-06 }, { "score": -0.5193511247634888, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 3.480232214903544e-06 }, { "score": -0.5841012001037598, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 3.2620275328367146e-06 }, { "score": -0.959072470664978, "text": "Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 2.24202096151835e-06 }, { "score": -1.3495144844055176, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 1.5173048869119485e-06 }, { "score": -1.3590803146362305, "text": "In", "probability": 1.5028598057025023e-06 }, { "score": -1.4486794471740723, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor", "probability": 1.3740611495406055e-06 }, { "score": -1.4556536674499512, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship", "probability": 1.3645114838549547e-06 }, { "score": -1.6713781356811523, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor", "probability": 1.0997380433810218e-06 }, { "score": -1.7085940837860107, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 1.0595624723264984e-06 }, { "score": -1.712390422821045, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 1.055547639607709e-06 }, { "score": -1.8310928344726562, "text": "Contribution by Sponsor:", "probability": 9.374023470323086e-07 }, { "score": -1.889892816543579, "text": "Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 8.838723106008081e-07 }, { "score": -2.0092954635620117, "text": "(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 7.84392835199283e-07 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.588245391845703, "probability": 0.9999831799237258 }, { "score": 0.26419663429260254, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 1.207871702339136e-05 }, { "score": -2.1791739463806152, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.0492487160216613e-06 }, { "score": -2.208651542663574, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 1.0187708007078845e-06 }, { "score": -3.4295268058776855, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days", "probability": 3.005087341684519e-07 }, { "score": -3.570997714996338, "text": "Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 2.60865750707609e-07 }, { "score": -3.5934534072875977, "text": "Sponsor:", "probability": 2.550731119505123e-07 }, { "score": -3.7331202030181885, "text": "Sponsors must have their own liability insurance with limits of one million dollars", "probability": 2.2182381083116883e-07 }, { "score": -3.878598213195801, "text": "Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 1.9179084162247846e-07 }, { "score": -3.8961055278778076, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 1.8846232075342605e-07 }, { "score": -3.984044075012207, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.7259702633843692e-07 }, { "score": -3.991814136505127, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10)", "probability": 1.7126113353598015e-07 }, { "score": -4.034905910491943, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 1.6403793538376385e-07 }, { "score": -4.1033148765563965, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 1.5319149626029654e-07 }, { "score": -4.2462992668151855, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party", "probability": 1.3278142537131082e-07 }, { "score": -4.458695411682129, "text": "Spons", "probability": 1.0737294195197726e-07 }, { "score": -4.584626197814941, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 9.466813188843304e-08 }, { "score": -4.616809368133545, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 9.166991610143099e-08 }, { "score": -4.646286964416504, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 8.900714616223693e-08 }, { "score": -4.775375843048096, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor", "probability": 7.822801111654978e-08 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.957301139831543, "probability": 0.9999998051645551 }, { "score": -4.888932704925537, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 4.82806952912991e-08 }, { "score": -5.551738262176514, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 2.488403019551104e-08 }, { "score": -5.624327182769775, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 2.3141726256185047e-08 }, { "score": -5.6549811363220215, "text": "Sponsor:", "probability": 2.2443103336764776e-08 }, { "score": -5.8956146240234375, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.764319008864742e-08 }, { "score": -6.752407073974609, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 7.489914844993818e-09 }, { "score": -6.799412250518799, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print", "probability": 7.145996370971904e-09 }, { "score": -6.888927936553955, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 6.534112729111723e-09 }, { "score": -7.246459007263184, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 4.569964765939016e-09 }, { "score": -7.338881969451904, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor", "probability": 4.166525740663913e-09 }, { "score": -7.375675678253174, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 4.016009805625369e-09 }, { "score": -7.5128092765808105, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 3.501373169511499e-09 }, { "score": -7.518102645874023, "text": ".", "probability": 3.4828880756682953e-09 }, { "score": -7.565460681915283, "text": "Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print", "probability": 3.321790086705133e-09 }, { "score": -7.5852580070495605, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 3.256674215118305e-09 }, { "score": -7.620506763458252, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship", "probability": 3.143880103501366e-09 }, { "score": -7.806094169616699, "text": "Sponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print", "probability": 2.6113578436506713e-09 }, { "score": -7.807746887207031, "text": "Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 2.607045571073762e-09 }, { "score": -7.812314033508301, "text": "This agreement (the \"Agreement\") is made effective this 1st day of April, 2018 (\"Effective Date\") between Fruit of Life Productions LLC, (\"Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 2.5951659611444177e-09 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Source Code Escrow": [ { "text": "", "score": 12.174358367919922, "probability": 0.9999999201999895 }, { "score": -5.449070930480957, "text": "Sponsor:", "probability": 2.2194321297476307e-08 }, { "score": -6.015185356140137, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.2600317765031086e-08 }, { "score": -6.410408020019531, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 8.486692676182492e-09 }, { "score": -6.751894950866699, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 6.031600740983752e-09 }, { "score": -7.4377641677856445, "text": ".", "probability": 3.0378293216525384e-09 }, { "score": -7.487260818481445, "text": "Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 2.8911275182042317e-09 }, { "score": -7.6721038818359375, "text": "Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 2.4032055869727266e-09 }, { "score": -7.676257610321045, "text": "Presenting Partner Sponsor:", "probability": 2.3932440266016946e-09 }, { "score": -7.683708190917969, "text": "Sponsor", "probability": 2.3754792302953418e-09 }, { "score": -7.691722869873047, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 2.356516618030095e-09 }, { "score": -7.811123371124268, "text": "Sponsorship Benefits for Presenting Partner", "probability": 2.0912961016612487e-09 }, { "score": -7.835477828979492, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 2.0409789296805024e-09 }, { "score": -7.942611217498779, "text": "Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event.", "probability": 1.833627365197909e-09 }, { "score": -7.966427803039551, "text": "Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.790472562105827e-09 }, { "score": -8.110031127929688, "text": "Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.550963361318559e-09 }, { "score": -8.121213912963867, "text": "EcoScience Solutions, Inc.", "probability": 1.5337158885824325e-09 }, { "score": -8.20634651184082, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 1.4085500998998455e-09 }, { "score": -8.213768005371094, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 1.3981352491230788e-09 }, { "score": -8.225421905517578, "text": "The Sponsor agrees to abide by the terms set forth in the Terms and Conditions of Sponsorship agreement.\n\nAll parties have executed this Agreement through their duly authorized representatives as of the first date written below.\n\nSponsor: Eco Science Solutions, Inc.\n\nBy: /s/Jeffery Taylor Name: Jeffery Taylor Title: CEO Date: 4/01/2018\n\nPromoter: Fruit of Life Productions LLC:\n\nBy:/s/Stella McLaughlan Name: Stella McLaughlan Title: Event Coordinator Date: 4/01/2018\n\n3\n\nSource: ECO SCIENCE SOLUTIONS, INC.,", "probability": 1.3819360955357806e-09 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Post-Termination Services": [ { "text": "", "score": 12.330574035644531, "probability": 0.9999954129964999 }, { "score": -1.140932559967041, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 1.410577754374043e-06 }, { "score": -1.1902999877929688, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.342632108649833e-06 }, { "score": -2.701936721801758, "text": "Terms and Termination:", "probability": 2.961157699297193e-07 }, { "score": -3.140146017074585, "text": "Sponsor:", "probability": 1.9105115075882153e-07 }, { "score": -3.2111175060272217, "text": "The provisions of this section shall survive termination of this Agreement.", "probability": 1.7796194018794116e-07 }, { "score": -3.2363781929016113, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 1.7352280321527373e-07 }, { "score": -3.4624626636505127, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 1.3841058903666776e-07 }, { "score": -3.811610221862793, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 9.761947304534953e-08 }, { "score": -3.8137497901916504, "text": "Terms and Termination", "probability": 9.74108327921728e-08 }, { "score": -3.8716366291046143, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 9.193212979525672e-08 }, { "score": -3.911846876144409, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor", "probability": 8.8308850799664e-08 }, { "score": -3.9813244342803955, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 8.23816551131676e-08 }, { "score": -4.030692100524902, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 7.84134221630902e-08 }, { "score": -4.239068031311035, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 6.366399549846206e-08 }, { "score": -4.277340412139893, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm", "probability": 6.127346034610675e-08 }, { "score": -4.299647331237793, "text": "Sponsors are responsible for the hanging of their banners and removal after the event. Banners must be responsibility secured and not have any dangerous edges/sticks that may not cause harm if used inappropriately.\n\nGeneral Provisions: Warranties: Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this section shall survive termination of this Agreement.", "probability": 5.992177029310936e-08 }, { "score": -4.520510196685791, "text": "The provisions of this section shall survive termination of this Agreement.", "probability": 4.804687119089781e-08 }, { "score": -4.559957504272461, "text": "In", "probability": 4.6188447375706966e-08 }, { "score": -4.665297031402588, "text": "Terms and Termination: The", "probability": 4.157047513204884e-08 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Audit Rights": [ { "text": "", "score": 12.188387870788574, "probability": 0.9999866522327077 }, { "score": 0.1067129373550415, "text": "The agreement is confidential, and the parties agree not to file or record in public records.", "probability": 5.6622553052489506e-06 }, { "score": -0.22111248970031738, "text": "The agreement is confidential, and the parties agree not to file or record in public records.", "probability": 4.079591454163971e-06 }, { "score": -0.8352162837982178, "text": "The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc.", "probability": 2.2075715286293034e-06 }, { "score": -1.9016779661178589, "text": "The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc.", "probability": 7.598998529653403e-07 }, { "score": -3.3803114891052246, "text": "The", "probability": 1.7321838322287745e-07 }, { "score": -4.4565510749816895, "text": "The", "probability": 5.904580763877068e-08 }, { "score": -4.662693977355957, "text": "The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc. (Sponsor) Address: 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768\n\nThe Sponsor agrees that upon acceptance, this agreement shall be deemed to form and binding contract between the Sponsor and Promoter. The", "probability": 4.804656481347813e-08 }, { "score": -4.6645097732543945, "text": "The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc. (Sponsor) Address: 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768\n\nThe Sponsor agrees that upon acceptance, this agreement shall be deemed to form and binding contract between the Sponsor and Promoter. The Sponsor agrees to abide by the terms set forth in the Terms and Conditions of Sponsorship agreement.\n\nAll parties have executed this Agreement through their duly authorized representatives as of the first date written below.\n\nSponsor: Eco Science Solutions, Inc.\n\nBy: /s/Jeffery Taylor Name: Jeffery Taylor Title: CEO Date: 4/01/2018\n\nPromoter: Fruit of Life Productions LLC:\n\nBy:/s/Stella McLaughlan Name: Stella McLaughlan Title: Event Coordinator Date: 4/01/2018\n\n3\n\nSource: ECO SCIENCE SOLUTIONS, INC.,", "probability": 4.795940121775464e-08 }, { "score": -4.943263530731201, "text": "The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave.", "probability": 3.629213632254842e-08 }, { "score": -5.0043511390686035, "text": "The agreement is confidential, and the parties agree not to file or record in public records", "probability": 3.414149406281575e-08 }, { "score": -5.032395362854004, "text": "The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177", "probability": 3.319732350812199e-08 }, { "score": -5.085883140563965, "text": "The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc. (Sponsor) Address: 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768\n\nThe Sponsor agrees that upon acceptance, this agreement shall be deemed to form and binding contract between the Sponsor and Promoter. The Sponsor agrees to abide by the terms set forth in the Terms and Conditions of Sponsorship agreement.\n\nAll parties have executed this Agreement through their duly authorized representatives as of the first date written below.", "probability": 3.1468324791416266e-08 }, { "score": -5.093114852905273, "text": "The agreement is confidential,", "probability": 3.124157579860939e-08 }, { "score": -5.2055583000183105, "text": "The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc. (Sponsor) Address: 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768", "probability": 2.791896810672963e-08 }, { "score": -5.237323760986328, "text": "The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc. (Sponsor) Address: 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768\n\nThe Sponsor agrees that upon acceptance, this agreement shall be deemed to form and binding contract between the Sponsor and Promoter.", "probability": 2.7046046986082042e-08 }, { "score": -5.268465042114258, "text": "the parties agree not to file or record in public records.", "probability": 2.6216777703687908e-08 }, { "score": -5.3548383712768555, "text": "the parties agree not to file or record in public records.", "probability": 2.4047384716079745e-08 }, { "score": -5.559287071228027, "text": "The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc. (Sponsor) Address: 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768\n\nThe Sponsor agrees that upon acceptance, this agreement shall be deemed to form and binding contract between the Sponsor and Promoter. The Sponsor agrees to abide by the terms set forth in the Terms and Conditions of Sponsorship agreement.\n\nAll parties have executed this Agreement through their duly authorized representatives as of the first date written below.\n\nSponsor: Eco Science Solutions, Inc.", "probability": 1.960094044696602e-08 }, { "score": -5.590003490447998, "text": "The agreement is confidential,", "probability": 1.9008022518282094e-08 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Uncapped Liability": [ { "text": "", "score": 12.293214797973633, "probability": 0.9956717959184339 }, { "score": 6.706849575042725, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest.", "probability": 0.0037324037316604345 }, { "score": 3.8731112480163574, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.0002194379292654182 }, { "score": 3.8442063331604004, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest.", "probability": 0.00021318588726398793 }, { "score": 1.6029589176177979, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal", "probability": 2.2667157705160097e-05 }, { "score": 1.601614236831665, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest", "probability": 2.263669809753196e-05 }, { "score": 1.5656176805496216, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 2.183634629438044e-05 }, { "score": 1.4623334407806396, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 1.9693558506304694e-05 }, { "score": 1.1182187795639038, "text": "Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 1.3959732589661705e-05 }, { "score": 1.0104681253433228, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 1.2533766063337236e-05 }, { "score": 0.9397873878479004, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars", "probability": 1.167845334998626e-05 }, { "score": 0.6477317810058594, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event.", "probability": 8.720616571171363e-06 }, { "score": 0.6277376413345337, "text": "Idemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 8.547986887344956e-06 }, { "score": 0.34177064895629883, "text": "K", "probability": 6.421994961348759e-06 }, { "score": -0.15371179580688477, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather", "probability": 3.912773142901391e-06 }, { "score": -0.25426530838012695, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Spons", "probability": 3.5384644212855785e-06 }, { "score": -0.763786792755127, "text": "Kaya Fest shall not be liable to any Sponsor", "probability": 2.125849249502083e-06 }, { "score": -1.0053497552871704, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 1.669640621946431e-06 }, { "score": -1.011631965637207, "text": "Cancellation:", "probability": 1.6591844666226706e-06 }, { "score": -1.064140796661377, "text": "Kaya Fest shall not be liable to", "probability": 1.574310447748583e-06 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Cap On Liability": [ { "text": "", "score": 12.100414276123047, "probability": 0.7162375246786924 }, { "score": 10.15851879119873, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest.", "probability": 0.10273125107135167 }, { "score": 9.861669540405273, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.07634534912437994 }, { "score": 9.721518516540527, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.06636143507845027 }, { "score": 8.714405059814453, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.024239962981087878 }, { "score": 6.8776068687438965, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars", "probability": 0.0038620743787433744 }, { "score": 6.737456321716309, "text": "Sponsors must have their own liability insurance with limits of one million dollars", "probability": 0.003357020739345068 }, { "score": 6.558372497558594, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest.", "probability": 0.0028065895746969475 }, { "score": 6.26152229309082, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.0020857319885699294 }, { "score": 5.439352035522461, "text": "Sponsors must have their own liability insurance with limits of one million dollars", "probability": 0.0009166309051861044 }, { "score": 4.650085926055908, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest", "probability": 0.00041631358202561073 }, { "score": 3.2774600982666016, "text": "Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars", "probability": 0.00010551076139428474 }, { "score": 3.2122323513031006, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal", "probability": 9.884818660065791e-05 }, { "score": 3.05338191986084, "text": "Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 8.432975539773878e-05 }, { "score": 2.9638092517852783, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event.", "probability": 7.710453549469793e-05 }, { "score": 2.8034305572509766, "text": "Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 6.567927393076501e-05 }, { "score": 2.7915079593658447, "text": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Spons", "probability": 6.490085596139876e-05 }, { "score": 2.651357412338257, "text": "Spons", "probability": 5.641360007534433e-05 }, { "score": 2.5811843872070312, "text": "K", "probability": 5.259059178758553e-05 }, { "score": 2.1664910316467285, "text": "liability insurance with limits of one million dollars.", "probability": 3.4738336828218005e-05 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Liquidated Damages": [ { "text": "", "score": 12.054964065551758, "probability": 0.9985118975084232 }, { "score": 5.389468669891357, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 0.0012722292447071932 }, { "score": 2.503749370574951, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 7.100900160483563e-05 }, { "score": 2.151944398880005, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 4.9948959821171554e-05 }, { "score": 1.8279156684875488, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 3.612455940960481e-05 }, { "score": 1.3509252071380615, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement", "probability": 2.242065178332982e-05 }, { "score": 0.14905500411987305, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00", "probability": 6.7403529209804036e-06 }, { "score": -0.14917421340942383, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner", "probability": 5.002226274248795e-06 }, { "score": -0.3069882392883301, "text": "In", "probability": 4.271944210823363e-06 }, { "score": -0.45256340503692627, "text": "for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 3.6932021628991886e-06 }, { "score": -0.7337751388549805, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,", "probability": 2.7878819302638286e-06 }, { "score": -1.0357861518859863, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor", "probability": 2.06116453166786e-06 }, { "score": -1.1746206283569336, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC.,", "probability": 1.793980068058901e-06 }, { "score": -1.1935780048370361, "text": "Cancellation:", "probability": 1.7602912472643467e-06 }, { "score": -1.2536640167236328, "text": "In consideration for the right to sponsor the Kaya Fest", "probability": 1.6576372828105423e-06 }, { "score": -1.2657604217529297, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship", "probability": 1.6377066185652567e-06 }, { "score": -1.3619908094406128, "text": "Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 1.48745480109298e-06 }, { "score": -1.4096087217330933, "text": "Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 1.4182852335105827e-06 }, { "score": -1.6705923080444336, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor", "probability": 1.0924959856868265e-06 }, { "score": -1.7942172288894653, "text": "$250,000.00 to be paid in full upon signing of this agreement.", "probability": 9.654509826363606e-07 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Warranty Duration": [ { "text": "", "score": 11.685079574584961, "probability": 0.9983121066765267 }, { "score": 5.204621315002441, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 0.0015305202342251985 }, { "score": 2.8042240142822266, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm", "probability": 0.00013879051059178166 }, { "score": -0.9684017896652222, "text": "Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 3.191017636698134e-06 }, { "score": -1.299407958984375, "text": "The", "probability": 2.2917912223411285e-06 }, { "score": -1.48286771774292, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 1.907653487515319e-06 }, { "score": -1.4976590871810913, "text": "April 30, 2018 at 11:59pm.", "probability": 1.879644337526415e-06 }, { "score": -1.567299723625183, "text": "April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 1.753198686452639e-06 }, { "score": -1.5773091316223145, "text": "The term of this agreement will begin on April 1, 2018", "probability": 1.735737738159218e-06 }, { "score": -2.1330652236938477, "text": "tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print\n\nTerms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 9.956857733938636e-07 }, { "score": -2.2960009574890137, "text": "11:59pm.", "probability": 8.459802256966899e-07 }, { "score": -2.775944709777832, "text": ".", "probability": 5.235079587538646e-07 }, { "score": -2.800844669342041, "text": "both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print\n\nTerms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 5.106335826493535e-07 }, { "score": -2.819779396057129, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 5.010558374567106e-07 }, { "score": -2.9211668968200684, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC.,", "probability": 4.527454495944715e-07 }, { "score": -2.9484457969665527, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at", "probability": 4.405619829739676e-07 }, { "score": -3.0026254653930664, "text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another.", "probability": 4.1732758024772596e-07 }, { "score": -3.083740711212158, "text": "and continue until April 30, 2018 at 11:59pm.", "probability": 3.848125111816876e-07 }, { "score": -3.097224235534668, "text": "will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "probability": 3.796587061376368e-07 }, { "score": -3.1187705993652344, "text": "continue until April 30, 2018 at 11:59pm.", "probability": 3.7156593945507467e-07 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Insurance": [ { "score": 13.895730972290039, "text": "Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.8157394335669786 }, { "text": "", "score": 12.055868148803711, "probability": 0.12957141014829812 }, { "score": 11.030407905578613, "text": "Sponsors must have their own liability insurance with limits of one million dollars", "probability": 0.046468372303031094 }, { "score": 8.710865020751953, "text": "Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.0045687015089473215 }, { "score": 7.353306770324707, "text": "Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.", "probability": 0.0011754731887937513 }, { "score": 7.130703449249268, "text": "ors must have their own liability insurance with limits of one million dollars.", "probability": 0.0009408867092130092 }, { "score": 5.8571577072143555, "text": "must have their own liability insurance with limits of one million dollars.", "probability": 0.0002632955054455391 }, { "score": 5.845541954040527, "text": "Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars", "probability": 0.0002602548239342319 }, { "score": 5.62095832824707, "text": "liability insurance with limits of one million dollars.", "probability": 0.00020790424586784385 }, { "score": 5.4795331954956055, "text": "their own liability insurance with limits of one million dollars.", "probability": 0.00018048586862623073 }, { "score": 5.4072370529174805, "text": "Spons", "probability": 0.0001678979479197836 }, { "score": 4.487983703613281, "text": "Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars", "probability": 6.696050665376382e-05 }, { "score": 4.459739685058594, "text": "have their own liability insurance with limits of one million dollars.", "probability": 6.509573120077138e-05 }, { "score": 4.3671441078186035, "text": ".", "probability": 5.933880027654429e-05 }, { "score": 4.323749542236328, "text": "Sponsors must have their own liability insurance with limits of one million dollars.\n\nBanners: Sponsors are responsible for creating their own banners.", "probability": 5.681888945619102e-05 }, { "score": 4.265379905700684, "text": "ors must have their own liability insurance with limits of one million dollars", "probability": 5.359732685654899e-05 }, { "score": 4.1736159324646, "text": "one million dollars.", "probability": 4.8897937687792826e-05 }, { "score": 4.010043621063232, "text": "with limits of one million dollars.", "probability": 4.151948811381704e-05 }, { "score": 3.8254573345184326, "text": "own liability insurance with limits of one million dollars.", "probability": 3.452130340854645e-05 }, { "score": 3.6557934284210205, "text": "insurance with limits of one million dollars.", "probability": 2.9134199290275403e-05 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Covenant Not To Sue": [ { "text": "", "score": 11.985197067260742, "probability": 0.9083514848182369 }, { "score": 9.45387077331543, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.07226248447525602 }, { "score": 7.540763854980469, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.010667462164102462 }, { "score": 6.587225437164307, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 0.004110973128550822 }, { "score": 5.676393985748291, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.", "probability": 0.0016533909826568006 }, { "score": 5.025060176849365, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 0.0008619952757553743 }, { "score": 4.6741180419921875, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 0.0006068657853914377 }, { "score": 4.052774429321289, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 0.0003260217322728293 }, { "score": 3.695971727371216, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value.", "probability": 0.00022818605813165966 }, { "score": 3.537360191345215, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC", "probability": 0.00019471750279882066 }, { "score": 3.1606903076171875, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "probability": 0.0001336039626015972 }, { "score": 3.0384209156036377, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of:", "probability": 0.00011822747569416478 }, { "score": 2.9596023559570312, "text": "Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 0.00010926673130365676 }, { "score": 2.887489080429077, "text": "Sponsor", "probability": 0.00010166455260421246 }, { "score": 2.8097479343414307, "text": "Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement.", "probability": 9.406043936108283e-05 }, { "score": 2.112354278564453, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement", "probability": 4.683093045606714e-05 }, { "score": 1.8383774757385254, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor", "probability": 3.560788453277504e-05 }, { "score": 1.7901947498321533, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information", "probability": 3.393287685234093e-05 }, { "score": 1.7828643321990967, "text": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value.", "probability": 3.368504416185798e-05 }, { "score": 1.651494026184082, "text": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification:", "probability": 2.9538179278985243e-05 } ], "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Third Party Beneficiary": [ { "text": "", "score": 11.874216079711914, "probability": 0.998970375569676 }, { "score": 3.9273085594177246, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:", "probability": 0.00035339021905768766 }, { "score": 3.5438661575317383, "text": "Sponsorship Benefits for Presenting Partner Sponsor:", "probability": 0.0002408394384412924 }, { "score": 2.593038320541382, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.", "probability": 9.306541601876782e-05 }, { "score": 2.4735910892486572, "text": "Sponsor:", "probability": 8.258725845564561e-05 }, { "score": 2.1805953979492188, "text": "In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees 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12.101285934448242, "text": "Goosehead Insurance Agency, LLC", "probability": 0.0849503957863396 }, { "score": 12.083251953125, "text": "Goosehead Insurance Agency, LLC", "probability": 0.08343213324229769 }, { "score": 12.001672744750977, "text": "Goosehead Insurance Agency, LLC Franchise Agreement THIS FRANCHISE AGREEMENT (the \"Agreement\") is made and entered into as of the \"Effective Date\" that we have indicated on the signature page of this Agreement by and between: \u25cf Goosehead Insurance Agency, LLC", "probability": 0.07689603521116778 }, { "text": "", "score": 11.782243728637695, "probability": 0.06174575951616265 }, { "score": 11.775764465332031, "text": "Goosehead Insurance Agency, LLC (\"Franchisor", "probability": 0.0613469857574113 }, { "score": 11.675455093383789, "text": "Goosehead Insurance Agency, LLC (\"Franchisor\" or \"us\") and (\"Franchisee\" or \"you\")", "probability": 0.05549187791077845 }, { "score": 11.611190795898438, "text": "Franchisor", 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"probability": 0.014579653093375188 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Effective Date": [ { "score": 14.95980453491211, "text": "this day of , 201", "probability": 0.15185632356147882 }, { "score": 14.749383926391602, "text": "this day of , 201", "probability": 0.12304058072808897 }, { "score": 14.218297958374023, "text": "this day of , 201", "probability": 0.072343691679363 }, { "score": 14.122343063354492, "text": "this day of , 201", "probability": 0.0657246051204446 }, { "score": 14.115738868713379, "text": "this day of , 201", "probability": 0.06529197718749216 }, { "score": 14.052946090698242, "text": "this day of , 201", "probability": 0.06131818102319579 }, { "score": 13.978001594543457, "text": "this day of , 201 ,", "probability": 0.05689070060279609 }, { "score": 13.936187744140625, "text": "The term of this Agreement starts on the Effective Date and, unless this Agreement is earlier terminated in accordance with its provisions, will expire 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terminated in accordance with its provisions, will expire ten (10) years from the Effective Date.", "probability": 0.8935222933455031 }, { "text": "", "score": 11.720804214477539, "probability": 0.03601581591653385 }, { "score": 11.133564949035645, "text": "As used in this Agreement, the term \"Post-Term Period\" means a continuous uninterrupted period of two (2) years from the date of: (i) a transfer as contemplated under Section 16 of the Franchise Agreement; (ii) expiration or termination of the Franchise Agreement (regardless of the cause for termination); (iii) termination of Member's employment with Franchisee; and/or (iv) a final order of a duly authorized arbitrator, panel of arbitrators, or a court of competent jurisdiction (after all appeals have been taken) with respect to any of the foregoing or with respect to the enforcement of this Agreement; either directly or indirectly (through, on behalf of, or in conjunction with any persons, partnership, corporation or entity).", "probability": 0.02001974241761748 }, { "score": 10.956991195678711, "text": "Although once established the Brand Fund is intended to be of perpetual duration, we maintain the right to terminate the Brand Fund.", "probability": 0.016779286079135876 }, { "score": 10.236804962158203, "text": "not be terminated, however, until all monies in that Regional Fund have been expended for marketing purposes.", "probability": 0.008165834458701707 }, { "score": 10.232551574707031, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund. A Regional Fund will\n\nPage 29 of 80\n\n\n\n\n\nnot be terminated, however, until all monies in that Regional Fund have been expended for marketing purposes.", "probability": 0.00813117576157218 }, { "score": 9.832521438598633, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund.", "probability": 0.005450325856735135 }, { "score": 9.350098609924316, "text": "The term of this Agreement starts on the Effective Date and, unless this Agreement is earlier terminated in accordance with its provisions, will expire ten (10) years from the Effective Date", "probability": 0.00336440984873678 }, { "score": 8.830429077148438, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you will forthwith terminate, and all of the following will take effect:", "probability": 0.002000871900205831 }, { "score": 8.607929229736328, "text": "Although once established the Brand Fund is intended to be of perpetual duration, we maintain the right to terminate the Brand Fund.", "probability": 0.0016017282271039263 }, { "score": 8.338912010192871, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund. A Regional Fund will", "probability": 0.001223928746447118 }, { "score": 7.705106735229492, "text": "If the transfer involves the sale of all or any part of your book of insurance business (including Commissions payable in connection with that business), then upon completion of the transfer this Agreement shall terminate and the transferee must enter into a new form of franchise agreement that we are then offering to new System franchisees, for a term ending on the expiration date of this Agreement, and such other ancillary agreements that we may require for the business franchised under this Agreement.", "probability": 0.0006493786435714757 }, { "score": 7.641644477844238, "text": "RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.", "probability": 0.0006094480523473725 }, { "score": 7.425670623779297, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.0004910666496631983 }, { "score": 7.377258777618408, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund. A Regional Fund will\n", "probability": 0.00046785948968231547 }, { "score": 7.195333480834961, "text": "A Regional Fund will\n\nPage 29 of 80\n\n\n\n\n\nnot be terminated, however, until all monies in that Regional Fund have been expended for marketing purposes.", "probability": 0.0003900374336879839 }, { "score": 7.006504535675049, "text": "Although once established the Brand Fund is intended to be of perpetual duration, we maintain the right to terminate the Brand Fund. The Brand Fund will not be terminated, however, until all monies in the Brand Fund have been expended for marketing purposes. 13.4 Regional Fund. We have the right to designate any geographical area for purposes of establishing a Regional Fund. If a Regional Fund for the geographic area in which the Franchised Business is located has been established at the time you commence operations under this Agreement, you must immediately become a member of such Regional Fund. If a Regional Fund for the geographic area in which the Franchised Business is located is established during the term of this Agreement, you must become a member of such Regional Fund within thirty (30) days after the date on which the Regional Fund commences operation.", "probability": 0.0003229229575235604 }, { "score": 6.897556781768799, "text": "(d) As used in this Agreement, the term \"Post-Term Period\" means a continuous uninterrupted period of two (2) years from the date of: (i) a transfer as contemplated under Section 16 of the Franchise Agreement; (ii) expiration or termination of the Franchise Agreement (regardless of the cause for termination); (iii) termination of Member's employment with Franchisee; and/or (iv) a final order of a duly authorized arbitrator, panel of arbitrators, or a court of competent jurisdiction (after all appeals have been taken) with respect to any of the foregoing or with respect to the enforcement of this Agreement; either directly or indirectly (through, on behalf of, or in conjunction with any persons, partnership, corporation or entity).", "probability": 0.00028958996806925473 }, { "score": 6.763369560241699, "text": ".", "probability": 0.000253225095254846 }, { "score": 6.75477933883667, "text": "Although once established the Brand Fund is intended to be of perpetual duration, we maintain the right to terminate the Brand Fund", "probability": 0.0002510591519068263 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Renewal Term": [ { "score": 13.469822883605957, "text": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal:", "probability": 0.26016660173412687 }, { "score": 13.38168716430664, "text": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal: 2.2.1 You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "probability": 0.2382180623156151 }, { "score": 13.069924354553223, "text": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal:", "probability": 0.17441258536373122 }, { "score": 12.929460525512695, "text": "You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "probability": 0.15155670473693642 }, { "text": "", "score": 11.597692489624023, "probability": 0.04001249609593578 }, { "score": 11.254417419433594, "text": "2.2.1 You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "probability": 0.02838658679173096 }, { "score": 11.095256805419922, "text": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal: 2.2.1 You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires). 2.2.2 You agree to remodel and refurbish the Franchised Business to comply with our then-current standards in effect for new Goosehead Businesses (as well as the provisions of Sections 8.9 and 8.10 below). 2.2.3 At the time of renewal, you must be in material compliance with the provisions of this Agreement (including any amendment to this Agreement), any successor to this Agreement, and/or any other contract between you (and your affiliates) and us (and our affiliates), and in our reasonable judgment, you must have been in material compliance during the term of this Agreement, even if we did not issue a notice of", "probability": 0.02420976643686555 }, { "score": 10.994287490844727, "text": "In the event of cancellation, material change, or non-renewal of any policy, sixty (60) days' advance written notice must be provided to us in the manner provided in Section 24 below.", "probability": 0.02188467913110698 }, { "score": 10.750377655029297, "text": "If any such delay occurs, any applicable time period will be automatically extended for a period equal to the time lost; provided, however, that the party affected makes reasonable efforts to correct the reason for such delay and gives to the other party prompt notice of any such delay; and further provided, however, that you will remain obligated to promptly pay all fees owing and due to us under this Agreement, without any such delay or extension.", "probability": 0.01714792153769476 }, { "score": 10.643030166625977, "text": "You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires). 2.2.2 You agree to remodel and refurbish the Franchised Business to comply with our then-current standards in effect for new Goosehead Businesses (as well as the provisions of Sections 8.9 and 8.10 below). 2.2.3 At the time of renewal, you must be in material compliance with the provisions of this Agreement (including any amendment to this Agreement), any successor to this Agreement, and/or any other contract between you (and your affiliates) and us (and our affiliates), and in our reasonable judgment, you must have been in material compliance during the term of this Agreement, even if we did not issue a notice of", "probability": 0.015402494621759478 }, { "score": 10.163122177124023, "text": "In sum, Minn. Stat. \u00a7 80C.14 (subd. 4) currently requires, except in certain specified cases, that a franchisee be given 180 days' notice of non-renewal of the Franchise Agreement.", "probability": 0.00953168483905138 }, { "score": 9.786059379577637, "text": "You agree to present to us satisfactory evidence that you have the right to remain in possession of the Approved Location for the duration of the renewal term of this Agreement.", "probability": 0.006537525288978013 }, { "score": 9.276124954223633, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.003926012470841821 }, { "score": 8.967986106872559, "text": "2.2.1 You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires). 2.2.2 You agree to remodel and refurbish the Franchised Business to comply with our then-current standards in effect for new Goosehead Businesses (as well as the provisions of Sections 8.9 and 8.10 below). 2.2.3 At the time of renewal, you must be in material compliance with the provisions of this Agreement (including any amendment to this Agreement), any successor to this Agreement, and/or any other contract between you (and your affiliates) and us (and our affiliates), and in our reasonable judgment, you must have been in material compliance during the term of this Agreement, even if we did not issue a notice of", "probability": 0.002884886116911251 }, { "score": 8.506566047668457, "text": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal", "probability": 0.0018185970747108182 }, { "score": 8.365625381469727, "text": "The term of this Agreement starts on the Effective Date and, unless this Agreement is earlier terminated in accordance with its provisions, will expire ten (10) years from the Effective Date. 2.2 Renewal. You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal:", "probability": 0.0015795258381628673 }, { "score": 7.668128967285156, "text": "You agree to present to us satisfactory evidence that you have the right to remain in possession of the Approved Location for the duration of the renewal term of this Agreement.", "probability": 0.0007863355143329541 }, { "score": 7.388228416442871, "text": "At the time of renewal, you must be in material compliance with the provisions of this Agreement (including any amendment to this Agreement), any successor to this Agreement, and/or any other contract between you (and your affiliates) and us (and our affiliates), and in our reasonable judgment, you must have been in material compliance during the term of this Agreement, even if we did not issue a notice of", "probability": 0.0005943587025953795 }, { "score": 7.300543785095215, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.000544462125791202 }, { "score": 6.988987922668457, "text": "2.2.8 You agree to present to us satisfactory evidence that you have the right to remain in possession of the Approved Location for the duration of the renewal term of this Agreement.", "probability": 0.00039871326312127604 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Notice Period To Terminate Renewal": [ { "score": 13.873873710632324, "text": "You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "probability": 0.2438171172478874 }, { "score": 13.73861312866211, "text": "In the event of cancellation, material change, or non-renewal of any policy, sixty (60) days' advance written notice must be provided to us in the manner provided in Section 24 below.", "probability": 0.2129713911453599 }, { "score": 13.501541137695312, "text": "You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "probability": 0.16802047581877355 }, { "score": 13.08046817779541, "text": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal: 2.2.1 You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "probability": 0.11027893092821749 }, { "score": 12.655715942382812, "text": "In sum, Minn. Stat. \u00a7 80C.14 (subd. 4) currently requires, except in certain specified cases, that a franchisee be given 180 days' notice of non-renewal of the Franchise Agreement.", "probability": 0.07211489828202211 }, { "score": 12.091955184936523, "text": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal:", "probability": 0.0410380587812243 }, { "score": 12.055913925170898, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.03958533175149274 }, { "text": "", "score": 11.819225311279297, "probability": 0.03124220876053283 }, { "score": 11.486404418945312, "text": "2.2.1 You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "probability": 0.022397495243008162 }, { "score": 11.481321334838867, "text": "2.2.1 You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "probability": 0.022283935751647062 }, { "score": 10.699453353881836, "text": "RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.", "probability": 0.010196026321240618 }, { "score": 10.337313652038574, "text": "You agree to give us written notice at least thirty (30) days before the date that any offering or other transaction described in this Section 16.11 commences.", "probability": 0.007098321631643638 }, { "score": 9.973970413208008, "text": "You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires). 2.2.2 You agree to remodel and refurbish the Franchised Business to comply with our then-current standards in effect for new Goosehead Businesses (as well as the provisions of Sections 8.9 and 8.10 below). 2.2.3 At the time of renewal, you must be in material compliance with the provisions of this Agreement (including any amendment to this Agreement), any successor to this Agreement, and/or any other contract between you (and your affiliates) and us (and our affiliates), and in our reasonable judgment, you must have been in material compliance during the term of this Agreement, even if we did not issue a notice of", "probability": 0.004935801777970481 }, { "score": 9.328399658203125, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.002588152685425452 }, { "score": 9.273313522338867, "text": "This authorization is to remain in full and force and effect until sixty days after we have received written notification from Franchisee of its termination.", "probability": 0.0024494370839240245 }, { "score": 9.181343078613281, "text": "You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires). 2.2.2 You agree to remodel and refurbish the Franchised Business to comply with our then-current standards in effect for new Goosehead Businesses (as well as the provisions of Sections 8.9 and 8.10 below). 2.2.3 At the time of renewal, you must be in material compliance with the provisions of this Agreement (including any amendment to this Agreement), any successor to this Agreement, and/or any other contract between you (and your affiliates) and us (and our affiliates), and in our reasonable judgment, you must have been in material compliance during the term of this Agreement, even if we did not issue a notice of\n\nPage 3 of 80\n\n\n\n\n\ndefault or exercise our right to terminate this Agreement if you did not meet your obligations.", "probability": 0.002234210211688064 }, { "score": 9.120928764343262, "text": "With respect to franchisees governed by Minnesota law, we will comply with Minn. Stat. \u00a7 80C.14, Subds. 3, 4, and 5 which require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the Franchise Agreement, and that consent to the transfer of the franchise not be unreasonably withheld.", "probability": 0.0021032283598758222 }, { "score": 8.949975967407227, "text": "In sum, Minn. Stat. \u00a7 80C.14 (subd. 4) currently requires, except in certain specified cases, that a franchisee be given 180 days' notice of non-renewal of the Franchise Agreement", "probability": 0.0017727299119491963 }, { "score": 8.829002380371094, "text": "You agree to give us written notice at least thirty (30) days before the date that any offering or other transaction described in this Section 16.11 commences.", "probability": 0.0015707403905343518 }, { "score": 8.640978813171387, "text": "not be terminated, however, until all monies in that Regional Fund have been expended for marketing purposes.", "probability": 0.0013015079155827614 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Governing Law": [ { "score": 13.069999694824219, "text": "This Agreement will be interpreted and construed exclusively under the laws of the State of Illinois, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Illinois choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under Illinois law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located.", "probability": 0.38515053757601886 }, { "text": "", "score": 12.161754608154297, "probability": 0.15530472860460903 }, { "score": 12.040674209594727, "text": "Franchise agreements which specify that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.", "probability": 0.13759420080877693 }, { "score": 11.403742790222168, "text": "This Agreement will be interpreted and construed exclusively under the laws of the State of Texas, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Texas choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under", "probability": 0.07277535443853277 }, { "score": 11.183351516723633, "text": "This Agreement will be interpreted and construed exclusively under the laws of the State of Texas, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Texas choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under\n\nPage 55 of 80\n\n\n\n\n\nTexas law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located.", "probability": 0.05838074265839625 }, { "score": 11.134016036987305, "text": "This Agreement will be interpreted and construed exclusively under the laws of the State of Texas, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Texas choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under", "probability": 0.05557039562795575 }, { "score": 10.842681884765625, "text": "Texas law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located.", "probability": 0.041525863687356994 }, { "score": 10.247230529785156, "text": "Any provision which specifies that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.", "probability": 0.022893776372962645 }, { "score": 9.774402618408203, "text": "The Franchise Agreement requires application of the laws of the State of Texas.", "probability": 0.014268255694023792 }, { "score": 9.591867446899414, "text": "This Agreement will be interpreted and construed exclusively under the laws of the State of Texas, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Texas choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under\n", "probability": 0.011887673425140412 }, { "score": 9.438633918762207, "text": "Among other things, that means that this Guarantee will be interpreted and construed exclusively under the laws of the State of Texas, and that in the event of any conflict of law, Texas law will prevail (without applying Texas conflict of law rules).", "probability": 0.010198783908173607 }, { "score": 9.28242301940918, "text": "This Agreement will be interpreted and construed exclusively under the laws of the State of Texas, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Texas choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under\n", "probability": 0.008723823260539321 }, { "score": 9.033527374267578, "text": "This Agreement will be interpreted and construed exclusively under the laws of the State of Illinois, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Illinois choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under Illinois law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located. Nothing in this Section 27.1 is intended by the parties to invoke the application of any franchise, business opportunity, antitrust, implied covenant, unfair competition, fiduciary, and/or other doctrine of law of the State of Illinois (or any other state) that would not otherwise apply without this Section 27.1", "probability": 0.0068016276511211286 }, { "score": 8.564277648925781, "text": "Any provision which specifies that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.", "probability": 0.004254223348856604 }, { "score": 8.455314636230469, "text": "E. Applicable Laws: Any provision which specifies that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.", "probability": 0.0038150325849139683 }, { "score": 8.391680717468262, "text": "This Agreement will be interpreted and construed exclusively under the laws of the State of Illinois, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Illinois choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under Illinois law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located", "probability": 0.003579829906738262 }, { "score": 8.009339332580566, "text": "Minn. Stat. \u00a7 80C.17 prohibits any action from being commenced under the Minnesota Franchises Law more than three years after the cause of action accrues.", "probability": 0.0024423822679310717 }, { "score": 7.679652214050293, "text": "The Franchise Agreement requires application of the laws of the State of Texas. This provision may not be enforceable under California law.", "probability": 0.0017564360488573638 }, { "score": 7.676455497741699, "text": "This Agreement takes effect when we accept and sign this document. This Agreement will be interpreted and construed exclusively under the laws of the State of Illinois, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Illinois choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under Illinois law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located.", "probability": 0.001750830186045373 }, { "score": 7.398156642913818, "text": "In recognition of the requirements of the Illinois law, the Goosehead Insurance Agency, LLC Franchise Agreement shall be supplemented as follows:\n\n1. Section 27.1 of the Franchise Agreement is deleted in its entirety and the following Section 27.1 is substituted in lieu thereof:\n\n27.1 This Agreement takes effect when we accept and sign this document. This Agreement will be interpreted and construed exclusively under the laws of the State of Illinois, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Illinois choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under Illinois law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located.", "probability": 0.0013255019430494924 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Most Favored Nation": [ { "score": 12.115009307861328, "text": "For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve (12) month period immediately preceding the closing of the purchase of the assets by us, but if we re-sell the assets purchased under this Section within six (6) months of our purchase, the purchase price will be calculated to be ninety percent (90%) of the price for which we re-sell the business (if more than the original purchase price).", "probability": 0.3046717092641665 }, { "text": "", "score": 12.029556274414062, "probability": 0.2797179573693424 }, { "score": 10.854135513305664, "text": "Month(s) that we choose (which may be those with your highest grossing sales), and that you agree to pay the royalties on that amount (whether by check or by our deduction of that amount from your direct debit account).", "probability": 0.08634587556450404 }, { "score": 10.597643852233887, "text": "Month(s) that we choose (which may be those with your highest grossing sales), and that you agree to pay the royalties on that amount (whether by check or by our deduction of that amount from your direct debit account).", "probability": 0.06681110960837026 }, { "score": 10.535387992858887, "text": "For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half (1 1\u22152) times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve-month period immediately preceding the closing of the purchase of the assets by us.", "probability": 0.06277855403178942 }, { "score": 10.100846290588379, "text": "If you fail to improve your performance under such standards by at least ten percent (10%), and fail to meet or exceed the performance of the lowest twenty-five percent (25%) of all franchised Goosehead Businesses operating under the System in each subsequent fiscal quarter we may, in our discretion, place your agency in default status, which may result in termination pursuant to Section 17.3 below.", "probability": 0.04065296676873624 }, { "score": 9.955610275268555, "text": "If Landlord is an affiliate or an Owner of Franchisee, Landlord and Franchisee agree that if Landlord proposes to sell the Premises, before the sale of the Premises, upon the request of Franchisor the Lease will be amended to reflect a rental rate and other terms that are the reasonable and customary rental rates and terms prevailing in the community where the \"Goosehead Insurance\" business is located.", "probability": 0.03515742386614092 }, { "score": 9.404046058654785, "text": "We will have the right to require that the transferee execute, for a term ending on the expiration date of this Agreement, the form of franchise agreement that we are then offering to new System franchisees, and such other ancillary agreements that we may require for the business franchised under this Agreement, and those agreements will supersede this Agreement and its ancillary documents in all respects, and the terms of which may differ from the terms of this Agreement including, without limitation, a higher royalty and marketing fee.", "probability": 0.02025236515758878 }, { "score": 9.357486724853516, "text": "Such policy or policies must be written by an insurance company or companies we have approved, having at all times a rating of at least \"A-\" in the most recent Key Rating Guide published by the A.M. Best Company (or another rating that we reasonably designate if A.M. Best Company no longer", "probability": 0.019331043028862765 }, { "score": 9.354326248168945, "text": "For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve (12) month period immediately preceding the closing of the purchase of the assets by us, but if we re-sell the assets purchased under this Section within six (6) months of our purchase, the purchase price will be calculated to be ninety percent (90%) of the price for which we re-sell the business (if more than the original purchase price", "probability": 0.01927004416160499 }, { "score": 9.319236755371094, "text": "The Royalty Fee will be the following amounts: (a) the greater of (i) twenty percent (20%) of Gross Revenues on insurance policies in their initial term, or (ii) the Minimum Royalty (defined below); and (b) fifty percent (50%) of Gross Revenues on policies in their renewal terms and policies written for existing customers on the same risk profile within a one-year period of the cancellation of their existing policy (also known as \"re-writes\").", "probability": 0.018605593872808947 }, { "score": 8.50347900390625, "text": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us.", "probability": 0.008229329407420464 }, { "score": 8.462692260742188, "text": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us.", "probability": 0.007900434727253582 }, { "score": 8.248716354370117, "text": "After your death or mental incapacity (or your principal's death or mental incapacity if franchisee is an entity), if the transfer of interest described in Section 16.6.1 has not occurred within six (6) months after such death or mental incapacity, we will have the option, but not the obligation, to purchase your interest in the Franchised Business.", "probability": 0.006378556898750564 }, { "score": 8.225420951843262, "text": "If your performance under such standards fails to meet or exceed the performance of the lowest twenty-five percent (25%) of all franchised Goosehead Businesses operating under the System, as we determine, in any one (1) fiscal quarter of any fiscal year, we may elect to: (a) require you and such other of your employees, as we determine, to attend and complete to our satisfaction such additional training programs that we deem necessary; or (b) provide such on-site assistance and consultation as we deem necessary.", "probability": 0.006231683230865807 }, { "score": 7.978178024291992, "text": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution\").", "probability": 0.004866638976525839 }, { "score": 7.869931221008301, "text": "For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half (1 1\u22152) times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve-month period immediately preceding the closing of the purchase of the assets by us", "probability": 0.004367351437495057 }, { "score": 7.527746677398682, "text": "Month(s) that we choose (which may be those with your highest grossing sales", "probability": 0.0031017677887140442 }, { "score": 7.423153400421143, "text": "We will have the right to require that the transferee execute, for a term ending on the expiration date of this Agreement, the form of franchise agreement that we are then offering to new System franchisees, and such other ancillary agreements that we may require for the business franchised under this Agreement, and those agreements will supersede this Agreement and its ancillary documents in all respects, and the terms of which may differ from the terms of this Agreement including, without limitation, a higher royalty and marketing fee.", "probability": 0.002793733648297377 }, { "score": 7.326307773590088, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED.", "probability": 0.002535861190762333 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Compete": [ { "score": 12.792421340942383, "text": "The Franchise Agreement contains a covenant not to compete which extends beyond the termination of the franchise.", "probability": 0.1657500213583221 }, { "score": 12.725156784057617, "text": "Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.15496762142101142 }, { "score": 12.33834457397461, "text": "The Franchise Agreement contains a covenant not to compete which extends beyond the termination of the franchise. This provision may not be enforceable under California law.", "probability": 0.10525689603691198 }, { "score": 12.261695861816406, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:", "probability": 0.09749053328710955 }, { "score": 12.168316841125488, "text": "advice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.\n\n(b) Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.08879907720492726 }, { "score": 11.799129486083984, "text": "advice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.", "probability": 0.061386436268252735 }, { "text": "", "score": 11.78618049621582, "probability": 0.06059666831102968 }, { "score": 11.274881362915039, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.036340789201778426 }, { "score": 11.236578941345215, "text": "advice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.", "probability": 0.03497516920162159 }, { "score": 10.865154266357422, "text": "Member covenants and agrees that during the Post-Term Period (defined below), except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, Member will not own, maintain, operate, engage in, be associated with or accept any compensation or remuneration from, or have any interest in or render services or give", "probability": 0.02412415651101083 }, { "score": 10.683462142944336, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:", "probability": 0.020116121533531754 }, { "score": 10.668645858764648, "text": "Member covenants and agrees that during the Post-Term Period (defined below), except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, Member will not own, maintain, operate, engage in, be associated with or accept any compensation or remuneration from, or have any interest in or render services or give\n\nPage 71 of 80\n\n\n\n\n\nadvice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.", "probability": 0.0198202724643415 }, { "score": 10.657049179077148, "text": "You agree that, by the terms of any conveyance, selling, assigning, leasing or transferring your interest in the Approved Location, you shall include these restrictive covenants as necessary to ensure that a Competitive Business that would violate this Section is not operated at the Approved Location for this two-year period, and you will take all steps necessary to ensure that these restrictive covenants become a matter of public record.", "probability": 0.019591750721001135 }, { "score": 10.626470565795898, "text": "you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.019001729147300316 }, { "score": 10.464179992675781, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:\n\nPage 68 of 80\n\n\n\n\n\n(i) Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.01615515848749144 }, { "score": 10.442418098449707, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:\n\nPage 68 of 80\n\n\n\n\n\n(i) Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.\n\n(ii) Employ or seek to employ any person who is at that time employed by Franchisor, Franchisee, any other franchisee, master franchisee, developer, or development agent, or otherwise directly or indirectly induce such person to leave his or her employment; or\n\n(iii) Either directly or indirectly for him/herself or on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, own, maintain, operate, engage in, be employed by or accept any compensation or remuneration from, or have any interest in any Competitive Business.", "probability": 0.015807389418725122 }, { "score": 10.426610946655273, "text": "Either directly or indirectly for him/herself or on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, own, maintain, operate, engage in, be employed by or accept any compensation or remuneration from, or have any interest in any Competitive Business.", "probability": 0.015559484114997985 }, { "score": 10.424352645874023, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location;", "probability": 0.01552438576609618 }, { "score": 10.397510528564453, "text": "This provision may not be enforceable under California law.", "probability": 0.015113221330881601 }, { "score": 10.293708801269531, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.013623118213657326 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Exclusivity": [ { "text": "", "score": 12.154769897460938, "probability": 0.1953230854089002 }, { "score": 11.897727966308594, "text": "You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement.", "probability": 0.15105033182257033 }, { "score": 11.557785034179688, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for", "probability": 0.10751927915603521 }, { "score": 11.23646354675293, "text": "You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement.", "probability": 0.07797191400970034 }, { "score": 11.139583587646484, "text": "You agree that all data that you collect, create, provide, or otherwise develop on your Computer System (whether or not uploaded to our system from your system and/or downloaded from your system to our system) is and will be owned exclusively by us, and that we will have the right to access, download, and use that data in any manner that we deem appropriate without compensation to you. 14.2.2 You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement.", "probability": 0.07077237393832911 }, { "score": 10.806431770324707, "text": "You agree that all data that you collect, create, provide, or otherwise develop on your Computer System (whether or not uploaded to our system from your system and/or downloaded from your system to our system) is and will be owned exclusively by us, and that we will have the right to access, download, and use that data in any manner that we deem appropriate without compensation to you.", "probability": 0.05071982747572998 }, { "score": 10.726298332214355, "text": "You may offer and sell Services only: (a) in accordance with the requirements of this Agreement and the procedures set out in the Manual (defined below); and (b) to customers of the Franchised Business.", "probability": 0.04681405463297051 }, { "score": 10.707826614379883, "text": "You agree not to offer or sell any services or products (including the Services and Products) through any means other than through the Franchised Business as provided in this Section 1.4; and therefore, for example, you agree not to offer or sell services or products from satellite locations, temporary locations, mobile vehicles or formats, carts or kiosks.", "probability": 0.04595725625584098 }, { "score": 10.549782752990723, "text": "You agree not to co-brand or permit any other business to operate at the Approved Location without our written consent.", "probability": 0.039238872124734155 }, { "score": 10.328237533569336, "text": "If you are a limited liability company (LLC), then you agree to: (a) confine your activities, and your governing documents will at all times provide that your activities are confined, exclusively to operating the Franchised Business;", "probability": 0.031441311210629645 }, { "score": 10.289590835571289, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:", "probability": 0.030249388635200453 }, { "score": 9.983924865722656, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for", "probability": 0.022282686883992046 }, { "score": 9.873024940490723, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:", "probability": 0.019943635677587987 }, { "score": 9.811850547790527, "text": "Member covenants and agrees that during the Post-Term Period (defined below), except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, Member will not own, maintain, operate, engage in, be associated with or accept any compensation or remuneration from, or have any interest in or render services or give", "probability": 0.018760164010151636 }, { "score": 9.736740112304688, "text": "If you are a limited liability company (LLC), then you agree to:", "probability": 0.017402697981341503 }, { "score": 9.636503219604492, "text": "services and products at any location, notwithstanding the proximity of that business activity to the Approved Location.", "probability": 0.015742882492588508 }, { "score": 9.62136173248291, "text": "You agree that you will not establish or use any Online Site without our prior written approval.", "probability": 0.015506307409200623 }, { "score": 9.61809253692627, "text": "Accordingly, we retain the right to conduct any business and sell", "probability": 0.015455697030606421 }, { "score": 9.5401611328125, "text": "You may offer and sell Services only: (a) in accordance with the requirements of this Agreement and the procedures set out in the Manual (defined below); and (b) to customers of the Franchised Business. 1.4.2 You agree not to offer or sell any services or products (including the Services and Products) through any means other than through the Franchised Business as provided in this Section 1.4; and therefore, for example, you agree not to offer or sell services or products from satellite locations, temporary locations, mobile vehicles or formats, carts or kiosks.", "probability": 0.014296950619108026 }, { "score": 9.48659610748291, "text": "You acknowledge and agree that we have the right to appoint only one supplier for Approved Products and Services (which may be us or one of our affiliates).", "probability": 0.013551283224782423 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__No-Solicit Of Customers": [ { "score": 13.922866821289062, "text": "Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.21741691569448246 }, { "score": 13.292732238769531, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:", "probability": 0.11577888383662698 }, { "score": 13.033266067504883, "text": "you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.08931916039471878 }, { "score": 13.015876770019531, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.08777938951090042 }, { "score": 12.742101669311523, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.0667564971927758 }, { "score": 12.660401344299316, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:", "probability": 0.061519321964456114 }, { "score": 12.63154411315918, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:\n\nPage 49 of 80\n\n\n\n\n\n19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "probability": 0.05976941484119685 }, { "score": 12.532618522644043, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:\n\nPage 68 of 80\n\n\n\n\n\n(i) Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.05413974001553773 }, { "text": "", "score": 12.095087051391602, "probability": 0.03495414329424346 }, { "score": 11.83888053894043, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:\n\nPage 68 of 80\n\n\n\n\n\n(i) Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.\n\n(ii) Employ or seek to employ any person who is at that time employed by Franchisor, Franchisee, any other franchisee, master franchisee, developer, or development agent, or otherwise directly or indirectly induce such person to leave his or her employment; or\n\n(iii) Either directly or indirectly for him/herself or on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, own, maintain, operate, engage in, be employed by or accept any compensation or remuneration from, or have any interest in any Competitive Business.", "probability": 0.027053881766886136 }, { "score": 11.820003509521484, "text": "Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.026547974877404238 }, { "score": 11.598212242126465, "text": "advice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.\n\n(b) Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.021267119649303896 }, { "score": 11.59511661529541, "text": "You agree not to transmit or cause any other party to transmit advertisements or solicitations by e- mail, text message, and/or other electronic method without obtaining our prior written consent as to: (a) the content of such electronic advertisements or solicitations; and (b) your plan for transmitting such advertisements.", "probability": 0.021201386378429738 }, { "score": 11.488527297973633, "text": "(i) Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.0190578150716127 }, { "score": 11.487966537475586, "text": "Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "probability": 0.019047131197568686 }, { "score": 11.427938461303711, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.017937409007548137 }, { "score": 11.312667846679688, "text": "19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "probability": 0.015984472881276413 }, { "score": 11.30997085571289, "text": "Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System. 19.3.2 Employ or seek to employ any person who is then employed by us or any other Goosehead Business franchisee or developer, or otherwise directly or indirectly induce such person to leave his or her employment.", "probability": 0.01594142098369181 }, { "score": 11.25903606414795, "text": "Employ or seek to employ any person who is then employed by us or any other Goosehead Business franchisee or developer, or otherwise directly or indirectly induce such person to leave his or her employment.", "probability": 0.015149780200029918 }, { "score": 11.134672164916992, "text": "19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System. 19.3.2 Employ or seek to employ any person who is then employed by us or any other Goosehead Business franchisee or developer, or otherwise directly or indirectly induce such person to leave his or her employment.", "probability": 0.013378141241309817 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Competitive Restriction Exception": [ { "score": 13.312507629394531, "text": "Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.18280784657606847 }, { "score": 12.991256713867188, "text": "Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.13257979186745872 }, { "score": 12.54569149017334, "text": "advice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.\n\n(b) Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.08491234110652539 }, { "score": 12.427448272705078, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.0754429110942167 }, { "score": 12.19884204864502, "text": "Member covenants and agrees that during the Post-Term Period (defined below), except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, Member will not own, maintain, operate, engage in, be associated with or accept any compensation or remuneration from, or have any interest in or render services or give", "probability": 0.060025531800970554 }, { "score": 12.13427734375, "text": "advice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.", "probability": 0.056272462619607576 }, { "score": 12.1144437789917, "text": "Member covenants and agrees that during the Post-Term Period (defined below), except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, Member will not own, maintain, operate, engage in, be associated with or accept any compensation or remuneration from, or have any interest in or render services or give\n\nPage 71 of 80\n\n\n\n\n\nadvice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.\n\n(b) Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.05516737423466321 }, { "text": "", "score": 11.8483304977417, "probability": 0.042277644639228514 }, { "score": 11.738402366638184, "text": "You agree that, by the terms of any conveyance, selling, assigning, leasing or transferring your interest in the Approved Location, you shall include these restrictive covenants as necessary to ensure that a Competitive Business that would violate this Section is not operated at the Approved Location for this two-year period, and you will take all steps necessary to ensure that these restrictive covenants become a matter of public record.", "probability": 0.03787647927070879 }, { "score": 11.70302963256836, "text": "Member covenants and agrees that during the Post-Term Period (defined below), except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, Member will not own, maintain, operate, engage in, be associated with or accept any compensation or remuneration from, or have any interest in or render services or give\n\nPage 71 of 80\n\n\n\n\n\nadvice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.", "probability": 0.03656010379630693 }, { "score": 11.637892723083496, "text": "The Franchise Agreement contains a covenant not to compete which extends beyond the termination of the franchise.", "probability": 0.034254593625400204 }, { "score": 11.531280517578125, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.03079056988884747 }, { "score": 11.500001907348633, "text": "You agree that, by the terms of any conveyance, selling, assigning, leasing or transferring your interest in the Approved Location, you shall include these restrictive covenants as necessary to ensure that a Competitive Business that would violate this Section is not operated at the Approved Location for this two-year period, and you will take all steps necessary to ensure that these restrictive covenants become a matter of public record. 19.6 Periods of Non-Compliance. Any period of non-compliance with the requirements of this Section 19, whether such non-compliance takes place after termination, expiration, non-renewal, and/or a transfer, will not be credited toward satisfying the two-year obligation specified above. 19.7 Publicly-Held Entities. Section 19.3.3 above will not apply to your ownership of less than five percent (5%) beneficial interest in the outstanding equity securities of any publicly-held", "probability": 0.029842389834902002 }, { "score": 11.291086196899414, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.024216014003173206 }, { "score": 11.26860237121582, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:", "probability": 0.023677620617724264 }, { "score": 11.196605682373047, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval.", "probability": 0.02203283047813391 }, { "score": 11.125385284423828, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:\n\nPage 49 of 80\n\n\n\n\n\n19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "probability": 0.020518219294259527 }, { "score": 11.096187591552734, "text": "These restrictions will not apply to businesses that you operate that we (or our affiliates) have franchised to you pursuant to a valid franchise agreement. 19.5 Post-Term. You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.019927796071320735 }, { "score": 10.910117149353027, "text": "Accordingly, we retain the right to conduct any business and sell", "probability": 0.01654435742222437 }, { "score": 10.762450218200684, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.014273121758259675 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__No-Solicit Of Employees": [ { "score": 13.958020210266113, "text": "Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.30463721412396366 }, { "score": 13.22777271270752, "text": "Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.14677108222224466 }, { "score": 12.535362243652344, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.07343962500320926 }, { "score": 12.370643615722656, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:", "probability": 0.062286518892183715 }, { "score": 12.31843376159668, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.059117982945032344 }, { "text": "", "score": 12.172840118408203, "probability": 0.0511080242334021 }, { "score": 12.053923606872559, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:\n\nPage 68 of 80\n\n\n\n\n\n(i) Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.0453778909682329 }, { "score": 11.884645462036133, "text": "you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.03831137534621591 }, { "score": 11.563232421875, "text": "(ii) Employ or seek to employ any person who is at that time employed by Franchisor, Franchisee, any other franchisee, master franchisee, developer, or development agent, or otherwise directly or indirectly induce such person to leave his or her employment;", "probability": 0.027780485627263735 }, { "score": 11.37131118774414, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:\n\nPage 49 of 80\n\n\n\n\n\n19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "probability": 0.022929231567943076 }, { "score": 11.297243118286133, "text": "Employ or seek to employ any person who is at that time employed by Franchisor, Franchisee, any other franchisee, master franchisee, developer, or development agent, or otherwise directly or indirectly induce such person to leave his or her employment;", "probability": 0.021292278915465798 }, { "score": 11.258384704589844, "text": "(ii) Employ or seek to employ any person who is at that time employed by Franchisor, Franchisee, any other franchisee, master franchisee, developer, or development agent, or otherwise directly or indirectly induce such person to leave his or her employment; or\n\n(iii) Either directly or indirectly for him/herself or on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, own, maintain, operate, engage in, be employed by or accept any compensation or remuneration from, or have any interest in any Competitive Business.", "probability": 0.02048076393667845 }, { "score": 11.103281021118164, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.01753821856416917 }, { "score": 11.084887504577637, "text": "advice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.\n\n(b) Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.01721857772220324 }, { "score": 11.078357696533203, "text": "Employ or seek to employ any person who is then employed by us or any other Goosehead Business franchisee or developer, or otherwise directly or indirectly induce such person to leave his or her employment.", "probability": 0.017106510003423565 }, { "score": 11.035263061523438, "text": "(ii) Employ or seek to employ any person who is at that time employed by Franchisor, Franchisee, any other franchisee, master franchisee, developer, or development agent, or otherwise directly or indirectly induce such person to leave his or her employment; or", "probability": 0.016384970111396082 }, { "score": 10.992395401000977, "text": "Employ or seek to employ any person who is at that time employed by Franchisor, Franchisee, any other franchisee, master franchisee, developer, or development agent, or otherwise directly or indirectly induce such person to leave his or her employment; or\n\n(iii) Either directly or indirectly for him/herself or on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, own, maintain, operate, engage in, be employed by or accept any compensation or remuneration from, or have any interest in any Competitive Business.", "probability": 0.01569742674741439 }, { "score": 10.929635047912598, "text": "Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.\n\n(ii) Employ or seek to employ any person who is at that time employed by Franchisor, Franchisee, any other franchisee, master franchisee, developer, or development agent, or otherwise directly or indirectly induce such person to leave his or her employment;", "probability": 0.014742528976434029 }, { "score": 10.885517120361328, "text": "Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.014106257832624765 }, { "score": 10.854324340820312, "text": "Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.013673036260499129 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Disparagement": [ { "score": 12.492758750915527, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:\n\nPage 49 of 80\n\n\n\n\n\n19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "probability": 0.1812489648792714 }, { "score": 12.062540054321289, "text": "Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "probability": 0.1178783176573874 }, { "score": 12.050588607788086, "text": "19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "probability": 0.11647788650491997 }, { "score": 11.732376098632812, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.08473162684979012 }, { "text": "", "score": 11.597900390625, "probability": 0.07407019483337943 }, { "score": 11.321271896362305, "text": "and/or the System, on the one hand, and certain political, religious, cultural or other types of groups, organizations, causes, or activities, on the other, however well-intentioned and/or legal, may create an unwelcome, unfair, or unpopular association with, and/or an adverse effect on, our reputation and/or the good will associated with the Proprietary Marks.", "probability": 0.056170107936937164 }, { "score": 11.280517578125, "text": "Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.05392695307170234 }, { "score": 11.10333251953125, "text": "Accordingly, you agree that you will not, without our prior written consent, take any actions that are, or which may be perceived by the public to be, taken in the name of, in connection or association with you, the Proprietary Marks, the Franchised Business, us, and/or the System involving the donation of any money, products, services, goods, or other items to, any charitable, political or religious organization, group, or activity.", "probability": 0.04517055115219876 }, { "score": 10.90077018737793, "text": "You acknowledge and agree that certain associations between you and/or the Franchised Business and/or the Proprietary Marks\n\nPage 30 of 80\n\n\n\n\n\nand/or the System, on the one hand, and certain political, religious, cultural or other types of groups, organizations, causes, or activities, on the other, however well-intentioned and/or legal, may create an unwelcome, unfair, or unpopular association with, and/or an adverse effect on, our reputation and/or the good will associated with the Proprietary Marks.", "probability": 0.0368878791649058 }, { "score": 10.871644973754883, "text": "and/or the System, on the one hand, and certain political, religious, cultural or other types of groups, organizations, causes, or activities, on the other, however well-intentioned and/or legal, may create an unwelcome, unfair, or unpopular association with, and/or an adverse effect on, our reputation and/or the good will associated with the Proprietary Marks. Accordingly, you agree that you will not, without our prior written consent, take any actions that are, or which may be perceived by the public to be, taken in the name of, in connection or association with you, the Proprietary Marks, the Franchised Business, us, and/or the System involving the donation of any money, products, services, goods, or other items to, any charitable, political or religious organization, group, or activity.", "probability": 0.035829006599434256 }, { "score": 10.805130004882812, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:\n\nPage 68 of 80\n\n\n\n\n\n(i) Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.0335233709762551 }, { "score": 10.710521697998047, "text": "(i) Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.030497189437893767 }, { "score": 10.451142311096191, "text": "You acknowledge and agree that certain associations between you and/or the Franchised Business and/or the Proprietary Marks\n\nPage 30 of 80\n\n\n\n\n\nand/or the System, on the one hand, and certain political, religious, cultural or other types of groups, organizations, causes, or activities, on the other, however well-intentioned and/or legal, may create an unwelcome, unfair, or unpopular association with, and/or an adverse effect on, our reputation and/or the good will associated with the Proprietary Marks. Accordingly, you agree that you will not, without our prior written consent, take any actions that are, or which may be perceived by the public to be, taken in the name of, in connection or association with you, the Proprietary Marks, the Franchised Business, us, and/or the System involving the donation of any money, products, services, goods, or other items to, any charitable, political or religious organization, group, or activity.", "probability": 0.023529504466922802 }, { "score": 10.423331260681152, "text": "do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "probability": 0.022884139960502998 }, { "score": 10.40733528137207, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:\n\nPage 49 of 80\n\n\n\n\n\n19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System", "probability": 0.02252099788088948 }, { "score": 10.047181129455566, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:", "probability": 0.015709945156172613 }, { "score": 9.977117538452148, "text": "Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System", "probability": 0.014646924332446087 }, { "score": 9.965165138244629, "text": "19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System", "probability": 0.014472900503984016 }, { "score": 9.774919509887695, "text": "and/or the System, on the one hand, and certain political, religious, cultural or other types of groups, organizations, causes, or activities, on the other, however well-intentioned and/or legal, may create an unwelcome, unfair, or unpopular association with, and/or an adverse effect on, our reputation and/or the good will associated with the Proprietary Marks", "probability": 0.011965557825124406 }, { "score": 9.354416847229004, "text": "You acknowledge and agree that certain associations between you and/or the Franchised Business and/or the Proprietary Marks\n\nPage 30 of 80\n\n\n\n\n\nand/or the System, on the one hand, and certain political, religious, cultural or other types of groups, organizations, causes, or activities, on the other, however well-intentioned and/or legal, may create an unwelcome, unfair, or unpopular association with, and/or an adverse effect on, our reputation and/or the good will associated with the Proprietary Marks", "probability": 0.007857980809881942 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Termination For Convenience": [ { "score": 11.748960494995117, "text": "In the event of cancellation, material change, or non-renewal of any policy, sixty (60) days' advance written notice must be provided to us in the manner provided in Section 24 below.", "probability": 0.3080782288703389 }, { "text": "", "score": 11.660844802856445, "probability": 0.28209335109864103 }, { "score": 10.87631607055664, "text": "You agree to give us written notice at least thirty (30) days before the date that any offering or other transaction described in this Section 16.11 commences.", "probability": 0.12872898669966032 }, { "score": 10.697395324707031, "text": "This authorization is to remain in full and force and effect until sixty days after we have received written notification from Franchisee of its termination.", "probability": 0.10763959574965297 }, { "score": 9.66060733795166, "text": "In sum, Minn. Stat. \u00a7 80C.14 (subd. 3) currently requires, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) of the Franchise Agreement.", "probability": 0.03816811890515087 }, { "score": 9.346061706542969, "text": "In the event of cancellation, material change, or non-renewal of any policy, sixty (60) days' advance written notice must be provided to us in the manner provided in Section 24 below.", "probability": 0.027867327691003405 }, { "score": 9.287198066711426, "text": "In sum, Minn. Stat. \u00a7 80C.14 (subd. 4) currently requires, except in certain specified cases, that a franchisee be given 180 days' notice of non-renewal of the Franchise Agreement.", "probability": 0.026274300976472917 }, { "score": 8.812707901000977, "text": "You agree to take such action as may be necessary to cancel any assumed name or equivalent registration which contains the mark \"Goosehead Insurance\"", "probability": 0.016347927756160383 }, { "score": 8.429960250854492, "text": "If an insurance carrier terminates your ongoing business relationship, for cause;", "probability": 0.01114904112468217 }, { "score": 8.387210845947266, "text": "You agree to give us written notice at least thirty (30) days before the date that any offering or other transaction described in this Section 16.11 commences", "probability": 0.010682470120859443 }, { "score": 8.24554443359375, "text": "If you do not acquire or lease a site (that we have approved in writing) for the Franchised Business in accordance with this Addendum by not later than ninety (90) days after the date of this Addendum, that will constitute a default under Section 17.2 of the Franchise Agreement and also under this Addendum, and we will have the right to terminate the Franchise Agreement and this Addendum pursuant to the terms of Section 17.2 of the Franchise Agreement.", "probability": 0.009271430467494138 }, { "score": 8.084149360656738, "text": "You agree to take such action as may be necessary to cancel any assumed name or equivalent registration which contains the mark \"Goosehead Insurance\"\n\nPage 46 of 80\n\n\n\n\n\nand any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement.", "probability": 0.007889577670382916 }, { "score": 7.720246315002441, "text": "You also acknowledge and agree that if your Franchised Business uses or sells any Prohibited Products or Services, we will have the right to immediately terminate this Agreement upon notice pursuant to Section 17.2.15 below.", "probability": 0.005482929621474026 }, { "score": 7.485865592956543, "text": "You may terminate the agreement on any grounds available by law.", "probability": 0.004337329510326181 }, { "score": 7.459225654602051, "text": "and any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement.", "probability": 0.0042233088148613115 }, { "score": 7.089009761810303, "text": "You also acknowledge and agree that if your Franchised Business uses or sells any Prohibited Products or Services, we will have the right to immediately terminate this Agreement upon notice pursuant to Section 17.2.15 below.", "probability": 0.002916554656206297 }, { "score": 7.0103020668029785, "text": "This authorization is to remain in full and force and effect until sixty days after we have received written notification from Franchisee of its termination.", "probability": 0.0026958008250448848 }, { "score": 6.755404472351074, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.0020892344727912425 }, { "score": 6.738914489746094, "text": "You agree not to relocate the Franchised Business without our prior written consent.", "probability": 0.0020550655295801757 }, { "score": 6.716452598571777, "text": "Except as otherwise provided in Sections 17.1 and 17.2 of this Agreement, you will have 60 days after your receipt from us of a written notice of default within which to remedy any default under this Agreement and to provide evidence thereof to us.", "probability": 0.002009419439216426 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Rofr/Rofo/Rofn": [ { "score": 12.229177474975586, "text": "We may elect to exercise our option to purchase your interest in the Franchised Business by sending written notice of the election to you (or your appropriate legal representative).", "probability": 0.16294487319512208 }, { "text": "", "score": 12.216793060302734, "probability": 0.16093934062309925 }, { "score": 11.783037185668945, "text": "We may elect to exercise our option to purchase your interest in the Franchised Business by sending written notice of the election to you (or your appropriate legal representative).", "probability": 0.10430003035480183 }, { "score": 11.780902862548828, "text": "After your death or mental incapacity (or your principal's death or mental incapacity if franchisee is an entity), if the transfer of interest described in Section 16.6.1 has not occurred within six (6) months after such death or mental incapacity, we will have the option, but not the obligation, to purchase your interest in the Franchised Business.", "probability": 0.10407765778046513 }, { "score": 11.3360595703125, "text": "We will then have the prior right and option, to be exercised by notice given at any time before the effective date of such proposed assignment and assumption, to accept an assignment of the Agreement to us upon the same terms and conditions, and for the same consideration, if any, as in the bona fide offer made by the proposed assignee, less any brokerage commissions that may be payable by you out of the consideration to be paid by such assignee for the assignment of the Agreement.", "probability": 0.06670594221831774 }, { "score": 10.92159366607666, "text": "The closing of the sale will occur within thirty (30) days after we exercise our option to purchase the Franchised Business or such later date as may be necessary to comply with applicable bulk sales or similar laws.", "probability": 0.04407215307455439 }, { "score": 10.875794410705566, "text": "You agree to give us written notice at least thirty (30) days before the date that any offering or other transaction described in this Section 16.11 commences.", "probability": 0.04209920589154722 }, { "score": 10.825630187988281, "text": "After your death or mental incapacity (or your principal's death or mental incapacity if franchisee is an entity), if the transfer of interest described in Section 16.6.1 has not occurred within six (6) months after such death or mental incapacity, we will have the option, but not the obligation, to purchase your interest in the Franchised Business.", "probability": 0.04003942746863286 }, { "score": 10.659361839294434, "text": "We may elect to exercise our option to purchase your interest in the Franchised Business by sending written notice of the election to you (or your appropriate legal representative). The election may exclude the purchase of the furniture, fixtures, equipment and rights under the lease for the Approved Location. The closing of the sale will occur within thirty (30) days after we exercise our option to purchase the Franchised Business or such later date as may be necessary to comply with applicable bulk sales or similar laws.", "probability": 0.03390614636539718 }, { "score": 10.63972282409668, "text": "If we and you (or your appropriate legal representative) cannot agree on the fair market value of such furniture, fixtures, equipment or the rights under the lease for the Approved Location, each party will select an independent appraiser who will each provide a written appraisal of such furniture, fixtures, equipment or rights under the lease for the Approved Location and we may elect to exercise the option granted hereunder by paying to you the average of the two appraisals. We will pay the purchase price to you in twelve (12) equal, monthly installments following the purchase, provided that you are in full compliance with the covenants contained in this Agreement. If, at any time during the twelve (12) months following our purchase of your assets, as described above, you breach any covenant contained in this Agreement (or any other agreement between you and us), our obligation to pay the monthly installments will immediately cease. 16.6.3.3 We may elect to exercise our option to purchase your interest in the Franchised Business by sending written notice of the election to you (or your appropriate legal representative).", "probability": 0.03324675909313112 }, { "score": 10.465185165405273, "text": "The closing of the sale will occur within thirty (30) days after we exercise our option to purchase the Franchised Business or such later date as may be necessary to comply with applicable bulk sales or similar laws.", "probability": 0.02792213190970686 }, { "score": 10.376814842224121, "text": "If, for any reason, this Agreement is not terminated pursuant to this Section 17, and the Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of the Agreement is contemplated, pursuant to the U.S. Bankruptcy Code, then notice of such proposed assignment or assumption, setting forth: (a) the name and address of the proposed assignee; and (b) all of the terms and conditions of the proposed assignment and assumption; must be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of the Agreement; and, in any event, within ten (10) days before the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption.", "probability": 0.025560528588466344 }, { "score": 10.309759140014648, "text": "The closing of the sale will occur within thirty (30) days after we exercise our option to purchase the Franchised Business or such later date as may be necessary to comply with applicable bulk sales or similar laws.", "probability": 0.02390275220637219 }, { "score": 10.213065147399902, "text": "We may elect to exercise our option to purchase your interest in the Franchised Business by sending written notice of the election to you (or your appropriate legal representative). The election may exclude the purchase of the furniture, fixtures, equipment and rights under the lease for the Approved Location. The closing of the sale will occur within thirty (30) days after we exercise our option to purchase the Franchised Business or such later date as may be necessary to comply with applicable bulk sales or similar laws. At closing, we and you agree to sign and deliver all documents necessary to vest title in the assets purchased by us free and clear of all liens and encumbrances, except any assumed by us and/or to effectuate assignment of the lease for the Approved Location. You (or your appropriate legal representative) must cooperate fully and use your best efforts to acquire the landlord's approval of the assignment of the lease for the Approved Location to us, if necessary. If the lease for the Approved Location cannot be assigned to us, you will agree to sublease the Approved Location to us on all the same terms and conditions as are contained in your lease and will cooperate fully and use your best efforts to acquire the landlord's approval of the sublease, if necessary.", "probability": 0.021699725588413283 }, { "score": 10.199936866760254, "text": "We may elect to exercise our option to purchase your interest in the Franchised Business by sending written notice of the election to you (or your appropriate legal representative). The election may exclude the purchase of the furniture, fixtures, equipment and rights under the lease for the Approved Location.", "probability": 0.021416707337476738 }, { "score": 10.19782543182373, "text": "In order to preserve the goodwill of the System following termination, we (or our designee) will have the right to enter the Franchised Business (without liability to you, your Principals, or otherwise) for the purpose continuing the Franchised Business's operation and maintaining the goodwill of the business.", "probability": 0.021371535059324317 }, { "score": 10.089550971984863, "text": "You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "probability": 0.01917841522017513 }, { "score": 10.082010269165039, "text": "In order to preserve the goodwill of the System following termination, we (or our designee) will have the right to enter the Franchised Business (without liability to you, your Principals, or otherwise) for the purpose continuing the Franchised Business's operation and maintaining the goodwill of the business.", "probability": 0.019034340385899483 }, { "score": 9.863462448120117, "text": "The closing of the sale will occur within thirty (30) days after we exercise our option to purchase the Franchised Business or such later date as may be necessary to comply with applicable bulk sales or similar laws. At closing, we and you agree to sign and deliver all documents necessary to vest title in the assets purchased by us free and clear of all liens and encumbrances, except any assumed by us and/or to effectuate assignment of the lease for the Approved Location. You (or your appropriate legal representative) must cooperate fully and use your best efforts to acquire the landlord's approval of the assignment of the lease for the Approved Location to us, if necessary. If the lease for the Approved Location cannot be assigned to us, you will agree to sublease the Approved Location to us on all the same terms and conditions as are contained in your lease and will cooperate fully and use your best efforts to acquire the landlord's approval of the sublease, if necessary.", "probability": 0.015297614718476451 }, { "score": 9.644121170043945, "text": "We reserve the right to assign our option to purchase the Franchised Business or designate a substitute purchaser of the Franchised Business.", "probability": 0.012284712920620732 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Change Of Control": [ { "text": "", "score": 12.266912460327148, "probability": 0.4892440566645737 }, { "score": 10.422994613647461, "text": "If the transfer involves the sale of all or any part of your book of insurance business (including Commissions payable in connection with that business), then upon completion of the transfer this Agreement shall terminate and the transferee must enter into a new form of franchise agreement that we are then offering to new System franchisees, for a term ending on the expiration date of this Agreement, and such other ancillary agreements that we may require for the business franchised under this Agreement.", "probability": 0.07739665879751023 }, { "score": 10.267265319824219, "text": "Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "probability": 0.06623535063005007 }, { "score": 10.096647262573242, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.055845908304313366 }, { "score": 10.006913185119629, "text": "As used in this Agreement, the term \"transfer\" is agreed to mean any sale, assignment, conveyance, pledge, encumbrance, merger, creation of a security interest in, and/or giving away of any direct or indirect interest in: (a) this Agreement; (b) you; (c) any or all of your rights and/or obligations under this Agreement; and/or (d) all or substantially all of the assets of the Franchised Business. 16.4.1.2 Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "probability": 0.05105289147907443 }, { "score": 9.874391555786133, "text": "Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "probability": 0.04471641024451707 }, { "score": 9.820487022399902, "text": "As used in this Agreement, the term \"transfer\" is agreed to mean any sale, assignment, conveyance, pledge, encumbrance, merger, creation of a security interest in, and/or giving away of any direct or indirect interest in: (a) this Agreement; (b) you; (c) any or all of your rights and/or obligations under this Agreement; and/or (d) all or substantially all of the assets of the Franchised Business.", "probability": 0.04236980746213547 }, { "score": 9.291114807128906, "text": "Within thirty (30) days after expiration or non-renewal under this Agreement and/or default under your lease/sublease for the premises, we shall buy from you (and/or your affiliates) all assets of the Franchised Business.", "probability": 0.02495474052507264 }, { "score": 9.12761116027832, "text": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent.", "probability": 0.021190652365884972 }, { "score": 8.93160343170166, "text": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us. 16.9 Bankruptcy Issues. If you or any person holding any interest (direct or indirect) in you become a debtor in a proceeding under the U.S. Bankruptcy Code or any similar law in the U.S. or elsewhere, it is the parties' understanding and agreement that any transfer of you, your obligations, and/or rights under this Agreement, any material assets of yours, and/or", "probability": 0.017418840882202396 }, { "score": 8.895513534545898, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.016801405314300685 }, { "score": 8.729601860046387, "text": "If the transfer involves the sale of all or any part of your book of insurance business (including Commissions payable in connection with that business), then upon completion of the transfer this Agreement shall terminate and the transferee must enter into a new form of franchise agreement that we are then offering to new System franchisees, for a term ending on the expiration date of this Agreement, and such other ancillary agreements that we may require for the business franchised under this Agreement. 16.6 Death or Incapacity. Upon the death or mental incapacity of any person with an interest in this Agreement, in Franchisee, in the Franchised Business, or in all or substantially all of the assets of the Franchised Business:", "probability": 0.014232824166369716 }, { "score": 8.61553955078125, "text": "After your death or mental incapacity (or your principal's death or mental incapacity if franchisee is an entity), if the transfer of interest described in Section 16.6.1 has not occurred within six (6) months after such death or mental incapacity, we will have the option, but not the obligation, to purchase your interest in the Franchised Business.", "probability": 0.012698559334567115 }, { "score": 8.55224323272705, "text": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us.", "probability": 0.011919696867710989 }, { "score": 8.503270149230957, "text": "If Franchisor assumes the Lease, as provided above, Franchisor may, without Landlord's prior consent, further assign the Lease to another franchisee of Franchisor to operate a \"Goosehead Insurance\" business at the Premises provided that the proposed franchisee has met all of Franchisor's applicable criteria and requirements and has executed a franchise agreement with Franchisor.", "probability": 0.011350015927797339 }, { "score": 8.435172080993652, "text": "If, for any reason, this Agreement is not terminated pursuant to this Section 17, and the Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of the Agreement is contemplated, pursuant to the U.S. Bankruptcy Code, then notice of such proposed assignment or assumption, setting forth: (a) the name and address of the proposed assignee; and (b) all of the terms and conditions of the proposed assignment and assumption; must be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of the Agreement; and, in any event, within ten (10) days before the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption.", "probability": 0.010602831403839254 }, { "score": 8.298580169677734, "text": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent. 16.4.1.1 As used in this Agreement, the term \"transfer\" is agreed to mean any sale, assignment, conveyance, pledge, encumbrance, merger, creation of a security interest in, and/or giving away of any direct or indirect interest in: (a) this Agreement; (b) you; (c) any or all of your rights and/or obligations under this Agreement; and/or (d) all or substantially all of the assets of the Franchised Business. 16.4.1.2 Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "probability": 0.009249126990855668 }, { "score": 8.177962303161621, "text": "You agree to give us written notice at least thirty (30) days before the date that any offering or other transaction described in this Section 16.11 commences.", "probability": 0.008198172808324987 }, { "score": 8.112154006958008, "text": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent. 16.4.1.1 As used in this Agreement, the term \"transfer\" is agreed to mean any sale, assignment, conveyance, pledge, encumbrance, merger, creation of a security interest in, and/or giving away of any direct or indirect interest in: (a) this Agreement; (b) you; (c) any or all of your rights and/or obligations under this Agreement; and/or (d) all or substantially all of the assets of the Franchised Business.", "probability": 0.007676033980485131 }, { "score": 7.99771785736084, "text": "You agree not to relocate the Franchised Business without our prior written consent.", "probability": 0.006846015850414812 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Anti-Assignment": [ { "score": 13.57431411743164, "text": "Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "probability": 0.2332991904045457 }, { "score": 13.094600677490234, "text": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent.", "probability": 0.1444030385589602 }, { "score": 12.815505027770996, "text": "Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "probability": 0.10923621190264554 }, { "text": "", "score": 12.138010025024414, "probability": 0.05547972376448944 }, { "score": 12.072868347167969, "text": "However, no assignment will be made except to an assignee who in good faith and judgment of the franchisor, is willing and financially able to assume the franchisor's obligations under the Franchise Agreement.", "probability": 0.051980878955641865 }, { "score": 12.056732177734375, "text": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us.", "probability": 0.05114883771824759 }, { "score": 12.015130996704102, "text": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent. 16.4.1.1 As used in this Agreement, the term \"transfer\" is agreed to mean any sale, assignment, conveyance, pledge, encumbrance, merger, creation of a security interest in, and/or giving away of any direct or indirect interest in: (a) this Agreement; (b) you; (c) any or all of your rights and/or obligations under this Agreement; and/or (d) all or substantially all of the assets of the Franchised Business. 16.4.1.2 Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "probability": 0.04906463880662464 }, { "score": 11.938444137573242, "text": "The Lease may not be modified, amended, supplemented, renewed, extended or assigned by Franchisee without Franchisor's prior written consent.", "probability": 0.04544267897415282 }, { "score": 11.81895637512207, "text": "Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below. 16.4.2 If you are an entity (other than a partnership or a limited liability partnership), then you agree that: (a) without our prior written approval, you will not issue any voting\n\nPage 38 of 80\n\n\n\n\n\nsecurities or interests, or securities or interests convertible into voting securities; and (b) t he recipient of any such security or other interest will become a Principal under this Agreement, if we designate them as such. 16.4.3 If you are a partnership or limited liability partnership, then the partners of that partnership will not, without our prior written consent, admit additional general partners, remove a general partner, or otherwise materially alter the powers of any general partner. Each general partner in such a partnership will automatically be deemed to be a Principal. 16.4.4 Principals must not, without our prior written consent, transfer, pledge, and/or otherwise encumber their interest in you.", "probability": 0.040324691212896994 }, { "score": 11.78085708618164, "text": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent.", "probability": 0.0388172477533555 }, { "score": 11.619667053222656, "text": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us.", "probability": 0.033038536227243356 }, { "score": 11.326894760131836, "text": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us. 16.9 Bankruptcy Issues. If you or any person holding any interest (direct or indirect) in you become a debtor in a proceeding under the U.S. Bankruptcy Code or any similar law in the U.S. or elsewhere, it is the parties' understanding and agreement that any transfer of you, your obligations, and/or rights under this Agreement, any material assets of yours, and/or", "probability": 0.024653092562171547 }, { "score": 11.264790534973145, "text": "We will have the right to transfer or assign this Agreement and all or any part of our rights or obligations under this Agreement to any person or legal entity, and any assignee of us, which assignee will become solely responsible for all of our obligations under this Agreement from the date of assignment. 16.2 Your Principals. If you are an entity, then each party that directly or indirectly holds any interest whatsoever in you (each, a \"Principal\"), and the interest that each Principal directly or indirectly holds in you, is identified in Exhibit C to this Agreement. You represent and warrant to us, and agree, that your owners are accurately set forth on Exhibit C to this Agreement, and you also agree not to permit the identity of those owners, or their respective interests in you, to change without complying with this Agreement. 16.3 Principals. We will have a continuing right to designate any person or entity that owns a direct or indirect interest in you as a Principal, and Exhibit C will be so amended automatically upon written notice to you. 16.4 By You. You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your (or your Principals') business skill, financial capacity, and personal character. Accordingly: 16.4.1 You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent.", "probability": 0.023168604928293108 }, { "score": 11.078112602233887, "text": "The Lease may not be modified, amended, supplemented, renewed, extended or assigned by Franchisee without Franchisor's prior written consent. 4. Franchisee and Landlord acknowledge and agree that Franchisor will have no liability or obligation whatsoever under the Lease unless and until Franchisor assumes the Lease in writing pursuant to Section 2 or Section 3, above. 5. If Franchisor assumes the Lease, as provided above, Franchisor may, without Landlord's prior consent, further assign the Lease to another franchisee of Franchisor to operate a \"Goosehead Insurance\" business at the Premises provided that the proposed franchisee has met all of Franchisor's applicable criteria and requirements and has executed a franchise agreement with Franchisor.", "probability": 0.019223244419352643 }, { "score": 11.021803855895996, "text": "We reserve the right to assign our repurchase rights described above or designate a substitute purchaser of the Franchised Business.", "probability": 0.01817071890822015 }, { "score": 10.96845817565918, "text": "If Franchisor assumes the Lease, as provided above, Franchisor may, without Landlord's prior consent, further assign the Lease to another franchisee of Franchisor to operate a \"Goosehead Insurance\" business at the Premises provided that the proposed franchisee has met all of Franchisor's applicable criteria and requirements and has executed a franchise agreement with Franchisor.", "probability": 0.017226790634549235 }, { "score": 10.803410530090332, "text": "You agree not to relocate the Franchised Business without our prior written consent.", "probability": 0.01460579140285654 }, { "score": 10.537163734436035, "text": "Principals must not, without our prior written consent, transfer, pledge, and/or otherwise encumber their interest in you.", "probability": 0.011191687618538525 }, { "score": 10.489075660705566, "text": "The Lease may not be modified, amended, supplemented, renewed, extended or assigned by Franchisee without Franchisor's prior written consent.", "probability": 0.010666236147068395 }, { "score": 10.30333137512207, "text": "Principals must not, without our prior written consent, transfer, pledge, and/or otherwise encumber their interest in you.", "probability": 0.008858159100146088 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Revenue/Profit Sharing": [ { "score": 14.219026565551758, "text": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution\").", "probability": 0.3791197705284895 }, { "score": 13.174315452575684, "text": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution\").", "probability": 0.13337184569015129 }, { "score": 12.841858863830566, "text": "A majority of the Goosehead Business owners in the Regional Fund may vote to increase the amount of each Goosehead Business owner's contribution to the Regional Fund by up to an additional two percent (2%) of each Goosehead Business's Gross Revenues.", "probability": 0.09564892631350488 }, { "score": 12.28261947631836, "text": "The transfer fee will be in an amount equal to fifteen percent (15%) of your Initial Franchise Fee if you complete a transfer (as defined in this Section) to another franchisee currently operating within the System with a manager that has successfully completed all of our training programs then in effect. If you complete a transfer (as defined in this Section) to an individual or entity not currently operating within the System, then the transfer fee shall be one hundred percent (100%) of your Initial Franchise Fee.", "probability": 0.05467710593505109 }, { "score": 12.249418258666992, "text": "If you complete a transfer (as defined in this Section) to an individual or entity not currently operating within the System, then the transfer fee shall be one hundred percent (100%) of your Initial Franchise Fee.", "probability": 0.05289156453168102 }, { "text": "", "score": 12.106428146362305, "probability": 0.04584443206161783 }, { "score": 12.096694946289062, "text": "The transfer fee will be in an amount equal to fifteen percent (15%) of your Initial Franchise Fee if you complete a transfer (as defined in this Section) to another franchisee currently operating within the System with a manager that has successfully completed all of our training programs then in effect.", "probability": 0.04540038354422822 }, { "score": 11.872856140136719, "text": "The Royalty Fee will be the following amounts: (a) the greater of (i) twenty percent (20%) of Gross Revenues on insurance policies in their initial term, or (ii) the Minimum Royalty (defined below); and (b) fifty percent (50%) of Gross Revenues on policies in their renewal terms and policies written for existing customers on the same risk profile within a one-year period of the cancellation of their existing policy (also known as \"re-writes\").", "probability": 0.036295063742540816 }, { "score": 11.587185859680176, "text": "A majority of the Goosehead Business owners in the Regional Fund may vote to increase the amount of each Goosehead Business owner's contribution to the Regional Fund by up to an additional two percent (2%) of each Goosehead Business's Gross Revenues", "probability": 0.02727611651936798 }, { "score": 11.496999740600586, "text": "The transfer fee will be in an amount equal to fifteen percent (15%) of your Initial Franchise Fee if you complete a transfer (as defined in this Section) to another franchisee currently operating within the System with a manager that has successfully completed all of our training programs then in effect. If you complete a transfer (as defined in this Section) to an individual or entity not currently operating within the System, then the transfer fee shall be one hundred percent (100%) of your Initial Franchise Fee.", "probability": 0.024923854263614903 }, { "score": 11.395390510559082, "text": "For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve (12) month period immediately preceding the closing of the purchase of the assets by us, but if we re-sell the assets purchased under this Section within six (6) months of our purchase, the purchase price will be calculated to be ninety percent (90%) of the price for which we re-sell the business (if more than the original purchase price).", "probability": 0.022515773710622515 }, { "score": 11.246212005615234, "text": "The transfer fee will be in an amount equal to fifteen percent (15%) of your Initial Franchise Fee if you complete a transfer (as defined in this Section) to another franchisee currently operating within the System with a manager that has successfully completed all of our training programs then in effect", "probability": 0.019395432737468004 }, { "score": 11.189352035522461, "text": "If you complete a transfer (as defined in this Section) to an individual or entity not currently operating within the System, then the transfer fee shall be one hundred percent (100%) of your Initial Franchise Fee.", "probability": 0.018323376377666397 }, { "score": 10.410759925842285, "text": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution", "probability": 0.00841137984677393 }, { "score": 10.267425537109375, "text": "Month(s) that we choose (which may be those with your highest grossing sales), and that you agree to pay the royalties on that amount (whether by check or by our deduction of that amount from your direct debit account).", "probability": 0.007288160221044015 }, { "score": 10.23862075805664, "text": "The transfer fee will be in an amount equal to fifteen percent (15%) of your Initial Franchise Fee if you complete a transfer (as defined in this Section) to another franchisee currently operating within the System with a manager that has successfully completed all of our training programs then in effect", "probability": 0.007081221102155884 }, { "score": 10.169830322265625, "text": "The transfer fee will be in an amount equal to fifteen percent (15%) of your Initial Franchise Fee if you complete a transfer (as defined in this Section) to another franchisee currently operating within the System with a manager that has successfully completed all of our training programs then in effect. If you complete a transfer (as defined in this Section) to an individual or entity not currently operating within the System, then the transfer fee shall be one hundred percent (100%) of your Initial Franchise Fee", "probability": 0.0066104777565703645 }, { "score": 10.136629104614258, "text": "If you complete a transfer (as defined in this Section) to an individual or entity not currently operating within the System, then the transfer fee shall be one hundred percent (100%) of your Initial Franchise Fee", "probability": 0.00639460528986677 }, { "score": 9.890716552734375, "text": "The transfer fee will be in an amount equal to fifteen percent (15%) of your Initial Franchise Fee if you complete a transfer (as defined in this Section) to another franchisee currently operating within the System with a manager that has successfully completed all of our training programs then in effect.", "probability": 0.005000521262837522 }, { "score": 9.542469024658203, "text": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution\"). The Marketing Contribution is payable and/or allocated in the manner and at the times required under Section 4.3 above (and as otherwise provided in this Section 13). 13.2 Allocation and Collection. 13.2.1 We have the right to allocate your Marketing Contribution in the proportion that we designate among the following: 13.2.1.1 the Brand Fund; 13.2.1.2 local marketing, which we may allocate between: (a) any regional marketing fund established for your area (a \"Regional Fund\"), as provided in Section 13.4 below (but we are not required to establish a Regional Fund for your area); and (b) funds that you will spend on local marketing and promotion.", "probability": 0.003529988564746983 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Price Restrictions": [ { "score": 13.12578296661377, "text": "You agree that we may set reasonable restrictions on the maximum and minimum prices you may charge for the Approved Products and Services offered and sold at the Franchised Business under this Agreement.", "probability": 0.19493995861257166 }, { "score": 12.86864948272705, "text": "For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve (12) month period immediately preceding the closing of the purchase of the assets by us, but if we re-sell the assets purchased under this Section within six (6) months of our purchase, the purchase price will be calculated to be ninety percent (90%) of the price for which we re-sell the business (if more than the original purchase price).", "probability": 0.15074024484694734 }, { "score": 12.667431831359863, "text": "A majority of the Goosehead Business owners in the Regional Fund may vote to increase the amount of each Goosehead Business owner's contribution to the Regional Fund by up to an additional two percent (2%) of each Goosehead Business's Gross Revenues.", "probability": 0.12326548837383378 }, { "score": 12.131892204284668, "text": "For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half (1 1\u22152) times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve-month period immediately preceding the closing of the purchase of the assets by us.", "probability": 0.07215386438905218 }, { "text": "", "score": 12.020755767822266, "probability": 0.06456447957658477 }, { "score": 11.713915824890137, "text": "The policy or policies must value property (real and personal) on a new replacement cost basis without deduction for depreciation and the amount of insurance must not be less than 90% of the full replacement value of the Franchised Business, its furniture, fixtures, equipment, and stock (real and personal property).", "probability": 0.047504501020463705 }, { "score": 11.617853164672852, "text": "You agree that we may set reasonable restrictions on the maximum and minimum prices you may charge for the Approved Products and Services offered and sold at the Franchised Business under this Agreement.", "probability": 0.04315342569064155 }, { "score": 11.505573272705078, "text": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution\").", "probability": 0.03857027540897542 }, { "score": 11.439629554748535, "text": "You agree that we may set reasonable restrictions on the maximum and minimum prices you may charge for the Approved Products and Services offered and sold at the Franchised Business under this Agreement. Subject to the terms of Section 7.1.7 above, you will have the right to set the prices that you will charge to your customers; provided, however, that (subject to applicable law): (a) if we have set a maximum price for a particular item, then you may charge any price for that item up to and including the maximum price we have set; and (b) if we have set a minimum price for a particular item, then you may charge any price for that item that is equal to or above the minimum price we have set.", "probability": 0.036108857477666303 }, { "score": 11.438606262207031, "text": "Subject to the terms of Section 7.1.7 above, you will have the right to set the prices that you will charge to your customers; provided, however, that (subject to applicable law): (a) if we have set a maximum price for a particular item, then you may charge any price for that item up to and including the maximum price we have set; and (b) if we have set a minimum price for a particular item, then you may charge any price for that item that is equal to or above the minimum price we have set.", "probability": 0.036071926451971374 }, { "score": 11.335441589355469, "text": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty\n\nSix (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)", "probability": 0.03253609958430019 }, { "score": 11.126713752746582, "text": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution\").", "probability": 0.02640682218146781 }, { "score": 11.110004425048828, "text": "For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve (12) month period immediately preceding the closing of the purchase of the assets by us, but if we re-sell the assets purchased under this Section within six (6) months of our purchase, the purchase price will be calculated to be ninety percent (90%) of the price for which we re-sell the business (if more than the original purchase price). The purchase price will be reduced by any current and long-term liabilities of the Franchised Business assumed by us and any amounts due to us from you at the time of sale. The purchase price for", "probability": 0.025969247903093098 }, { "score": 10.984217643737793, "text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior", "probability": 0.022899756646756034 }, { "score": 10.979827880859375, "text": "A majority of the Goosehead Business owners in the Regional Fund may vote to increase the amount of each Goosehead Business owner's contribution to the Regional Fund by up to an additional two percent (2%) of each Goosehead Business's Gross Revenues", "probability": 0.02279945246196867 }, { "score": 10.62681770324707, "text": "you agree to provide us with proof of insurance evidencing the proper coverage with limits not less than those required under this Agreement, in such form as we may reasonably require.", "probability": 0.016018212293283634 }, { "score": 10.345492362976074, "text": "For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve (12) month period immediately preceding the closing of the purchase of the assets by us, but if we re-sell the assets purchased under this Section within six (6) months of our purchase, the purchase price will be calculated to be ninety percent (90%) of the price for which we re-sell the business (if more than the original purchase price). The purchase price will be reduced by any current and long-term liabilities of the Franchised Business assumed by us and any amounts due to us from you at the time of sale.", "probability": 0.012090270073499896 }, { "score": 10.316585540771484, "text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior\n\nPage 11 of 80\n\n\n\n\n\nwritten approval for the Operating Principal to hold a smaller interest.", "probability": 0.01174578180431211 }, { "score": 10.273184776306152, "text": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty", "probability": 0.011246909910439858 }, { "score": 10.270292282104492, "text": "In no event will you be required to join more than one Regional Fund.", "probability": 0.011214425292170914 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Minimum Commitment": [ { "score": 13.855963706970215, "text": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty\n\nSix (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)", "probability": 0.22809231576752323 }, { "score": 13.575840950012207, "text": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty\n\nSix (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)", "probability": 0.1723673032234978 }, { "score": 13.133363723754883, "text": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty", "probability": 0.1107361624951739 }, { "score": 12.549347877502441, "text": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty", "probability": 0.06175250930845001 }, { "score": 12.390485763549805, "text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior", "probability": 0.052681929199513845 }, { "text": "", "score": 12.145088195800781, "probability": 0.04121799486446652 }, { "score": 12.086299896240234, "text": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts:", "probability": 0.03886470957507155 }, { "score": 12.025497436523438, "text": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts:", "probability": 0.03657204571412702 }, { "score": 11.844914436340332, "text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior\n\nPage 11 of 80\n\n\n\n\n\nwritten approval for the Operating Principal to hold a smaller interest.", "probability": 0.03052973632414199 }, { "score": 11.739295959472656, "text": "Statutory workers' compensation insurance and employer's liability insurance for a minimum limit equal to at least the greater of One Hundred Thousand Dollars ($100,000) or the amounts required as underlying by your umbrella carrier, as well as such other disability benefits type insurance as may be required by statute or rule of the state in which the Franchised Business is located.", "probability": 0.027469675666909135 }, { "score": 11.735773086547852, "text": "Professional indemnity insurance providing coverage for loss or damage arising out of an act or omission of the franchisee or its employees, minimum of $1,000,000 of coverage for every $5,000,000 of annual written premium by you with a floor of $1,000,000 of coverage and a maximum deductible of $25,000 allowed. 15.1.3 Business automobile liability insurance, including owned, non-owned and hired car coverage providing third party liability insurance, covering all licensed vehicles owned or operated by or on behalf of you, with limits of liability not less than One Million Dollars ($1,000,000) combined single limit for both bodily injury and property damage. 15.1.4 Statutory workers' compensation insurance and employer's liability insurance for a minimum limit equal to at least the greater of One Hundred Thousand Dollars ($100,000) or the amounts required as underlying by your umbrella carrier, as well as such other disability benefits type insurance as may be required by statute or rule of the state in which the Franchised Business is located.", "probability": 0.027373073748298355 }, { "score": 11.626270294189453, "text": "Number of Months following the Commencement Date Amount of Monthly Minimum Royalty\n\nSix (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)", "probability": 0.024533929276749366 }, { "score": 11.586858749389648, "text": "Number of Months following the Commencement Date Amount of Monthly Minimum Royalty\n\nSix (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)", "probability": 0.023585815262811505 }, { "score": 11.558566093444824, "text": "Professional indemnity insurance providing coverage for loss or damage arising out of an act or omission of the franchisee or its employees, minimum of $1,000,000 of coverage for every $5,000,000 of annual written premium by you with a floor of $1,000,000 of coverage and a maximum deductible of $25,000 allowed.", "probability": 0.022927861426179905 }, { "score": 11.504715919494629, "text": "Six (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)", "probability": 0.02172584690256998 }, { "score": 11.264608383178711, "text": "Such policy or policies must be written by an insurance company or companies we have approved, having at all times a rating of at least \"A-\" in the most recent Key Rating Guide published by the A.M. Best Company (or another rating that we reasonably designate if A.M. Best Company no longer", "probability": 0.017088318765174082 }, { "score": 11.229494094848633, "text": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty\n\nSix (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)\n\n4.2.5 the term \"Month\" means a calendar month or such other four (4) to five (5) week period that we may designate (provided that there will not be more than 13 \"Months\" during any year); and 4.2.6 the term \"Net Revenues\" means Gross Revenues net of all amounts due to us under this Agreement, including, without limitation, Royalty Fees, Marketing Contributions (if applicable), Technology Fees, and payments due to us under the Promissory Note (if applicable).", "probability": 0.01649868743919643 }, { "score": 11.194133758544922, "text": "The Royalty Fee will be the following amounts: (a) the greater of (i) twenty percent (20%) of Gross Revenues on insurance policies in their initial term, or (ii) the Minimum Royalty (defined below); and (b) fifty percent (50%) of Gross Revenues on policies in their renewal terms and policies written for existing customers on the same risk profile within a one-year period of the cancellation of their existing policy (also known as \"re-writes\").", "probability": 0.01592548238894546 }, { "score": 11.183794021606445, "text": "Number of Months following the Commencement Date Amount of Monthly Minimum Royalty", "probability": 0.015761665461863365 }, { "score": 11.086118698120117, "text": "4.2.4 The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty\n\nSix (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)", "probability": 0.014294937189336538 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Volume Restriction": [ { "score": 13.75209903717041, "text": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution\").", "probability": 0.23339556526372596 }, { "score": 13.164627075195312, "text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior", "probability": 0.12970501504999324 }, { "score": 12.991681098937988, "text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior", "probability": 0.1091056611294855 }, { "score": 12.906221389770508, "text": "A majority of the Goosehead Business owners in the Regional Fund may vote to increase the amount of each Goosehead Business owner's contribution to the Regional Fund by up to an additional two percent (2%) of each Goosehead Business's Gross Revenues.", "probability": 0.10016883092921328 }, { "score": 12.6838960647583, "text": "In no event will you be required to join more than one Regional Fund.", "probability": 0.08020066019335792 }, { "score": 12.435382843017578, "text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior\n\nPage 11 of 80\n\n\n\n\n\nwritten approval for the Operating Principal to hold a smaller interest.", "probability": 0.06255327070130495 }, { "score": 12.394123077392578, "text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior\n\nPage 11 of 80\n\n\n\n\n\nwritten approval for the Operating Principal to hold a smaller interest.", "probability": 0.06002485697277618 }, { "text": "", "score": 12.059563636779785, "probability": 0.04295698725626974 }, { "score": 11.614811897277832, "text": "A majority of the Goosehead Business owners in the Regional Fund may vote to increase the amount of each Goosehead Business owner's contribution to the Regional Fund by up to an additional two percent (2%) of each Goosehead Business's Gross Revenues.", "probability": 0.02753471519267879 }, { "score": 11.606550216674805, "text": "The policy or policies must value property (real and personal) on a new replacement cost basis without deduction for depreciation and the amount of insurance must not be less than 90% of the full replacement value of the Franchised Business, its furniture, fixtures, equipment, and stock (real and personal property).", "probability": 0.02730816928381175 }, { "score": 11.467150688171387, "text": "If we deem on-site evaluation to be necessary and appropriate, we will conduct up to two (2) on-site evaluations at our cost and expense.", "probability": 0.023754841684146325 }, { "score": 11.013154983520508, "text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior\n", "probability": 0.015086354585612692 }, { "score": 11.012648582458496, "text": "If you fail to improve your performance under such standards by at least ten percent (10%), and fail to meet or exceed the performance of the lowest twenty-five percent (25%) of all franchised Goosehead Businesses operating under the System in each subsequent fiscal quarter we may, in our discretion, place your agency in default status, which may result in termination pursuant to Section 17.3 below.", "probability": 0.015078716773689908 }, { "score": 10.928009986877441, "text": "You will not have to conduct a Remodeling more than once every five (5) years during the term of this Agreement (and not in an economically unreasonable amount); provided, however, that we may require Remodeling more often if Remodeling is required as a pre- condition to renewal (as described in Section 2.2.2 above); and 8.8.2.2 You will have six (6) months after you receive our written notice within which to complete Remodeling.", "probability": 0.013854992940604511 }, { "score": 10.861858367919922, "text": "A majority of the Goosehead Business owners in the Regional Fund may vote to increase the amount of each Goosehead Business owner's contribution to the Regional Fund by up to an additional two percent (2%) of each Goosehead Business's Gross Revenues", "probability": 0.012968120154318486 }, { "score": 10.715865135192871, "text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior\n", "probability": 0.011206576764885526 }, { "score": 10.634498596191406, "text": "With respect to the Franchised Business, you agree to maintain for at least seven (7) years during (as well as after) the term of this Agreement (and also after any termination and/or transfer), full, complete, and accurate books, records, and accounts prepared in accordance with generally accepted accounting principles and in the form and manner we have prescribed periodically in the Manual or otherwise in writing, including: (a) cash disbursements and weekly payroll journal and schedule; (b) monthly bank statements, daily deposit slips and cancelled checks; (c) all tax returns; (d) supplier's invoices (paid and unpaid); (e) semi-annual fiscal period balance sheets and fiscal period profit and loss statements; (f) operational schedules; and (g) such other records that we may periodically and reasonably request.", "probability": 0.010330847042844002 }, { "score": 10.614029884338379, "text": "For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half (1 1\u22152) times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve-month period immediately preceding the closing of the purchase of the assets by us.", "probability": 0.010121537369016937 }, { "score": 10.330625534057617, "text": "In this regard, the parties agree that: 8.8.2.1 You will not have to conduct a Remodeling more than once every five (5) years during the term of this Agreement (and not in an economically unreasonable amount); provided, however, that we may require Remodeling more often if Remodeling is required as a pre- condition to renewal (as described in Section 2.2.2 above); and 8.8.2.2 You will have six (6) months after you receive our written notice within which to complete Remodeling.", "probability": 0.00762369542441267 }, { "score": 10.248210906982422, "text": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty\n\nSix (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)", "probability": 0.00702058528785147 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Ip Ownership Assignment": [ { "score": 13.376413345336914, "text": "You acknowledge and agree that any and all copyright in and to advertising, marketing materials, and promotional plans developed by or on behalf of you will be our sole property, and you agree to sign such documents (and, if necessary, require your employees and independent contractors to sign such documents) that we deem reasonably necessary to give effect to this provision.", "probability": 0.3031925697886691 }, { "score": 12.478508949279785, "text": "You acknowledge and agree that any and all copyright in and to advertising, marketing materials, and promotional plans developed by or on behalf of you will be our sole property, and you agree to sign such documents (and, if necessary, require your employees and independent contractors to sign such documents) that we deem reasonably necessary to give effect to this provision.", "probability": 0.12352749358789768 }, { "score": 12.381473541259766, "text": "The Manual will at all times remain our sole property and you agree to promptly return the Manual when this Agreement expires or if it is terminated.", "probability": 0.11210414927204929 }, { "text": "", "score": 12.222368240356445, "probability": 0.09561436234554664 }, { "score": 11.97257137298584, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for", "probability": 0.07447966798186016 }, { "score": 11.933963775634766, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for", "probability": 0.07165898715862223 }, { "score": 11.802896499633789, "text": "You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement.", "probability": 0.06285630836709098 }, { "score": 11.711345672607422, "text": "The Manual will at all times remain our sole property and you agree to promptly return the Manual when this Agreement expires or if it is terminated.", "probability": 0.05735732011581801 }, { "score": 11.260068893432617, "text": "You agree that all data that you collect, create, provide, or otherwise develop on your Computer System (whether or not uploaded to our system from your system and/or downloaded from your system to our system) is and will be owned exclusively by us, and that we will have the right to access, download, and use that data in any manner that we deem appropriate without compensation to you.", "probability": 0.03652597661678356 }, { "score": 10.185956001281738, "text": "You agree that all data that you collect, create, provide, or otherwise develop on your Computer System (whether or not uploaded to our system from your system and/or downloaded from your system to our system) is and will be owned exclusively by us, and that we will have the right to access, download, and use that data in any manner that we deem appropriate without compensation to you. 14.2.2 You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement.", "probability": 0.012477297630030517 }, { "score": 9.888714790344238, "text": "We reserve the right to assign our repurchase rights described above or designate a substitute purchaser of the Franchised Business.", "probability": 0.009268945253809802 }, { "score": 9.73719310760498, "text": "Franchisee hereby assigns to Franchisor, with Landlord's irrevocable and unconditional consent, all of Franchisee's rights, title and interests to and under the Lease upon any termination or non-renewal of the Franchise Agreement, but no such assignment will be effective unless and until: (a) the Franchise Agreement is terminated or expires without renewal; (b) Franchisor has exercised its Option to Purchase under the Franchise Agreement; and (c) Franchisor notifies the Franchisee and Landlord in writing that Franchisor assumes Franchisee's obligations under the Lease.", "probability": 0.007965724580331322 }, { "score": 9.366806030273438, "text": "You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement. 14.2.3 In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "probability": 0.005500070071502317 }, { "score": 9.297404289245605, "text": "You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement.", "probability": 0.00513130027204658 }, { "score": 9.23852825164795, "text": "We reserve the right to assign our repurchase rights described above or designate a substitute purchaser of the Franchised Business.", "probability": 0.004837911182958769 }, { "score": 9.226419448852539, "text": "We will have the right to transfer or assign this Agreement and all or any part of our rights or obligations under this Agreement to any person or legal entity, and any assignee of us, which assignee will become solely responsible for all of our obligations under this Agreement from the date of assignment.", "probability": 0.004779683118043456 }, { "score": 9.114768028259277, "text": "You agree to disclose to us all ideas, concepts, methods, techniques and products conceived or developed by you, your affiliates, owners and/or employees during the term of this Agreement relating to the development and/or operation of the Goosehead Businesses. All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for", "probability": 0.004274738070342262 }, { "score": 8.807657241821289, "text": "We Own the Manual. The Manual will at all times remain our sole property and you agree to promptly return the Manual when this Agreement expires or if it is terminated.", "probability": 0.003144365257844638 }, { "score": 8.750333786010742, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for\n", "probability": 0.002969188217960058 }, { "score": 8.509603500366211, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for\n\nPage 19 of 80\n\n\n\n\n\nus. You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.002333941110792631 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.174869537353516, "probability": 0.8562842594443997 }, { "score": 10.038262367248535, "text": "In order to induce Goosehead Insurance Agency, LLC (\"Franchisor\") to sign the Goosehead Insurance Franchise Agreement between Franchisor and (\"Franchisee\"), dated , 201 (the \"Agreement\"), each of the undersigned parties, jointly and severally, hereby unconditionally guarantee to Franchisor and its successors and assigns that all of Franchisee's obligations (monetary and otherwise) under the Agreement as well as any other contract between Franchisee and Franchisor (and/or Franchisor's affiliates) will be punctually paid and performed.", "probability": 0.10108838464879186 }, { "score": 8.763267517089844, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for", "probability": 0.028247370667451713 }, { "score": 7.030889511108398, "text": "In order to induce Goosehead Insurance Agency, LLC (\"Franchisor\") to sign the Goosehead Insurance Franchise Agreement between Franchisor and (\"Franchisee\"), dated , 201 (the \"Agreement\"), each of the undersigned parties, jointly and severally, hereby unconditionally guarantee to Franchisor and its successors and assigns that all of Franchisee's obligations (monetary and otherwise) under the Agreement as well as any other contract between Franchisee and Franchisor (and/or Franchisor's affiliates", "probability": 0.004995923967940979 }, { "score": 6.051883697509766, "text": "In order to induce Goosehead Insurance Agency, LLC (\"Franchisor\") to sign the Goosehead Insurance Franchise Agreement between Franchisor and (\"Franchisee\"), dated , 201 (the \"Agreement\"), each of the undersigned parties, jointly and severally, hereby unconditionally guarantee to Franchisor and its successors and assigns that all of Franchisee's obligations (monetary and otherwise) under the Agreement as well as any other contract between Franchisee and Franchisor (and/or Franchisor's affiliates) will be punctually paid and performed", "probability": 0.0018768907662042886 }, { "score": 5.862046241760254, "text": "Each individual signing this Personal Guarantee acknowledges and agrees, jointly and severally, that:", "probability": 0.0015523642699072165 }, { "score": 5.7874250411987305, "text": "In order to induce Goosehead Insurance Agency, LLC (\"Franchisor\") to sign the Goosehead Insurance Franchise Agreement between Franchisor and (\"Franchisee\"), dated , 201 (the \"Agreement\"), each of the undersigned parties, jointly and severally, hereby unconditionally guarantee to Franchisor and its successors and assigns that all of Franchisee's obligations (monetary and otherwise) under the Agreement as well as any other contract between Franchisee and Franchisor (and/or Franchisor's affiliates) will be punctually paid and performed.\n\nEach individual signing this Personal Guarantee acknowledges and agrees, jointly and severally, that:", "probability": 0.001440741488530207 }, { "score": 5.1131439208984375, "text": "In order to induce Goosehead Insurance Agency, LLC (\"Franchisor\") to sign the Goosehead Insurance Franchise Agreement", "probability": 0.000734090312305005 }, { "score": 5.0110344886779785, "text": "You agree that all data that you collect, create, provide, or otherwise develop on your Computer System (whether or not uploaded to our system from your system and/or downloaded from your system to our system) is and will be owned exclusively by us, and that we will have the right to access, download, and use that data in any manner that we deem appropriate without compensation to you.", "probability": 0.0006628327063814104 }, { "score": 4.9144768714904785, "text": "each of the undersigned parties, jointly and severally, hereby unconditionally guarantee to Franchisor and its successors and assigns that all of Franchisee's obligations (monetary and otherwise) under the Agreement as well as any other contract between Franchisee and Franchisor (and/or Franchisor's affiliates) will be punctually paid and performed.", "probability": 0.0006018239814429999 }, { "score": 4.872807025909424, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for\n\nPage 19 of 80\n\n\n\n\n\nus. You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you.", "probability": 0.0005772613829681385 }, { "score": 4.5040788650512695, "text": "In order to induce Goosehead Insurance Agency, LLC (\"Franchisor\") to sign the Goosehead Insurance Franchise Agreement between Franchisor and (\"Franchisee\"), dated , 201 (the \"Agreement\"), each of the undersigned parties", "probability": 0.0003992417034279572 }, { "score": 4.081315040588379, "text": "We Own the Manual.", "probability": 0.00026159648475790326 }, { "score": 4.046232223510742, "text": "You acknowledge and agree that any and all copyright in and to advertising, marketing materials, and promotional plans developed by or on behalf of you will be our sole property, and you agree to sign such documents (and, if necessary, require your employees and independent contractors to sign such documents) that we deem reasonably necessary to give effect to this provision.", "probability": 0.00025257806391284447 }, { "score": 3.885720729827881, "text": "You agree to disclose to us all ideas, concepts, methods, techniques and products conceived or developed by you, your affiliates, owners and/or employees during the term of this Agreement relating to the development and/or operation of the Goosehead Businesses. All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for", "probability": 0.00021512276631080335 }, { "score": 3.7335996627807617, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for\n\nPage 19 of 80\n\n\n\n\n\nus. You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.00018476556480612075 }, { "score": 3.66271710395813, "text": "In", "probability": 0.0001721222956524393 }, { "score": 3.571366310119629, "text": "each of the undersigned parties, jointly and severally, hereby unconditionally guarantee to Franchisor and its successors and assigns that all of Franchisee's obligations (monetary and otherwise) under the Agreement as well as any other contract between Franchisee and Franchisor (and/or Franchisor's affiliates) will be punctually paid and performed.", "probability": 0.00015709558654057015 }, { "score": 3.522655725479126, "text": "In order to induce Goosehead Insurance Agency, LLC (\"Franchisor\") to sign the Goosehead Insurance Franchise Agreement between Franchisor and (\"Franchisee\"), dated , 201 (the \"Agreement\"), each of the undersigned parties,", "probability": 0.00014962675107694527 }, { "score": 3.4974822998046875, "text": "You agree that all data that you collect, create, provide, or otherwise develop on your Computer System (whether or not uploaded to our system from your system and/or downloaded from your system to our system) is and will be owned exclusively by us, and that we will have the right to access, download, and use that data in any manner that we deem appropriate without compensation to you. 14.2.2 You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement.", "probability": 0.00014590714719022146 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__License Grant": [ { "score": 12.83424186706543, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.25356242822941194 }, { "score": 12.709196090698242, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.22375781446996548 }, { "score": 12.279641151428223, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "probability": 0.14562128922528414 }, { "text": "", "score": 11.766098022460938, "probability": 0.08713565989333504 }, { "score": 11.502573013305664, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.06694967408958406 }, { "score": 10.870800018310547, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.035593684098780394 }, { "score": 10.799062728881836, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.03312972513552176 }, { "score": 10.335444450378418, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.02083871680286837 }, { "score": 10.258620262145996, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate", "probability": 0.01929774892307637 }, { "score": 10.130598068237305, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business", "probability": 0.016978812769451707 }, { "score": 10.116994857788086, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.016749410249068317 }, { "score": 9.963262557983398, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate", "probability": 0.014362645143286844 }, { "score": 9.77554702758789, "text": "In order to preserve the goodwill of the System following termination, we (or our designee) will have the right to enter the Franchised Business (without liability to you, your Principals, or otherwise) for the purpose continuing the Franchised Business's operation and maintaining the goodwill of the business.", "probability": 0.011904484982998922 }, { "score": 9.634368896484375, "text": "The right and license of the Proprietary Marks that we have granted to you under this Agreement is non-exclusive, and we therefore have the right, among other things: 9.3.6.1 To use the Proprietary Marks ourselves in connection with selling Services and products; 9.3.6.2 To grant other licenses for the Proprietary Marks, in addition to licenses we may have already granted to existing franchisees; and", "probability": 0.010337076450153743 }, { "score": 9.626599311828613, "text": "In order to preserve the goodwill of the System following termination, we (or our designee) will have the right to enter the Franchised Business (without liability to you, your Principals, or otherwise) for the purpose continuing the Franchised Business's operation and maintaining the goodwill of the business.", "probability": 0.010257072859377473 }, { "score": 9.47121810913086, "text": "We grant you the right, and you accept the obligation, all under the terms (and subject to the conditions) of this Agreement: 1.1.1 To operate one Goosehead Business under the System (the \"Franchised Business\"); 1.1.2 To use the Proprietary Marks and the System, but only in connection with the Franchised Business (recognizing that we may periodically change or improve the Proprietary Marks and the System); and 1.1.3 To do all of those things only at the Approved Location (as defined in Section 1.2 below).", "probability": 0.00878096490772819 }, { "score": 9.358366012573242, "text": "The right and license of the Proprietary Marks that we have granted to you under this Agreement is non-exclusive, and we therefore have the right, among other things: 9.3.6.1 To use the Proprietary Marks ourselves in connection with selling Services and products; 9.3.6.2 To grant other licenses for the Proprietary Marks, in addition to licenses we may have already granted to existing franchisees; and\n\nPage 22 of 80\n\n\n\n\n\n9.3.6.3 To develop and establish other systems using the same or similar Proprietary Marks, or any other proprietary marks, and to grant licenses or franchises for those other marks without giving you any rights to those other marks.", "probability": 0.007843884655545271 }, { "score": 9.093242645263672, "text": "Franchisor has granted to only one party, the Franchisee, the right to use Franchisor's proprietary trade name, trademarks, service marks logos, insignias, slogans, emblems, symbols, designs and indicia of origin (collectively the \"Marks\") at the Premises under the terms of the Franchise Agreement; and (b) Franchisor has not granted any rights or privileges to use the Marks to Landlord.", "probability": 0.00601713261540582 }, { "score": 9.001818656921387, "text": "Landlord agrees that: (a) Franchisor has granted to only one party, the Franchisee, the right to use Franchisor's proprietary trade name, trademarks, service marks logos, insignias, slogans, emblems, symbols, designs and indicia of origin (collectively the \"Marks\") at the Premises under the terms of the Franchise Agreement; and (b) Franchisor has not granted any rights or privileges to use the Marks to Landlord.", "probability": 0.005491419855038633 }, { "score": 8.983242988586426, "text": "The right and license of the Proprietary Marks that we have granted to you under this Agreement is non-exclusive, and we therefore have the right, among other things:", "probability": 0.005390354644117692 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Transferable License": [ { "text": "", "score": 12.059534072875977, "probability": 0.3802065601655795 }, { "score": 12.000017166137695, "text": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us.", "probability": 0.3582380744039353 }, { "score": 10.62088394165039, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.09020316843199716 }, { "score": 10.485286712646484, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "probability": 0.07876488881779538 }, { "score": 9.239984512329102, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "probability": 0.022672780858043386 }, { "score": 8.527281761169434, "text": "Minnesota law provides franchisees with certain non-renewal rights.", "probability": 0.011116854417832375 }, { "score": 8.21701431274414, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business", "probability": 0.00815144265348928 }, { "score": 8.197793006896973, "text": "If Franchisor assumes the Lease, as provided above, Franchisor may, without Landlord's prior consent, further assign the Lease to another franchisee of Franchisor to operate a \"Goosehead Insurance\" business at the Premises provided that the proposed franchisee has met all of Franchisor's applicable criteria and requirements and has executed a franchise agreement with Franchisor.", "probability": 0.007996257489743567 }, { "score": 7.836228847503662, "text": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us. 16.9 Bankruptcy Issues. If you or any person holding any interest (direct or indirect) in you become a debtor in a proceeding under the U.S. Bankruptcy Code or any similar law in the U.S. or elsewhere, it is the parties' understanding and agreement that any transfer of you, your obligations, and/or rights under this Agreement, any material assets of yours, and/or", "probability": 0.005570080237019846 }, { "score": 7.779500484466553, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate", "probability": 0.005262894160222266 }, { "score": 7.735557556152344, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.005036634835424805 }, { "score": 7.5293707847595215, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business. You acknowledge and agree that except for the right to use the data under this clause, you will not develop or have any ownership rights in or to the data.", "probability": 0.0040982145215086325 }, { "score": 7.445100784301758, "text": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent.", "probability": 0.0037670092937039487 }, { "score": 7.205573558807373, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business. You acknowledge and agree that except for the right to use the data under this clause, you will not develop or have any ownership rights in or to the data. 14.2.4 You agree to transfer to us all data (in the digital machine-readable format that we specify, and/or printed copies, and/or originals) promptly upon our request when made, whether periodically during the term of this Agreement, upon termination and/or expiration of this Agreement, any transfer of an interest in you, and/or a transfer of the Franchised Business.", "probability": 0.002964635736249542 }, { "score": 7.194432735443115, "text": "We reserve the right to assign our repurchase rights described above or designate a substitute purchaser of the Franchised Business.", "probability": 0.0029317905540814115 }, { "score": 7.17537784576416, "text": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent.", "probability": 0.002876454494086092 }, { "score": 7.170803070068359, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business", "probability": 0.0028633254141720533 }, { "score": 7.080621719360352, "text": "After your death or mental incapacity (or your principal's death or mental incapacity if franchisee is an entity), if the transfer of interest described in Section 16.6.1 has not occurred within six (6) months after such death or mental incapacity, we will have the option, but not the obligation, to purchase your interest in the Franchised Business.", "probability": 0.0026164078591468863 }, { "score": 6.9976959228515625, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.002408192664435016 }, { "score": 6.931673526763916, "text": "No Transfers to a Non-Franchisee Party to Operate a Similar Business. You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us.", "probability": 0.002254332991533651 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Affiliate License-Licensor": [ { "score": 12.793891906738281, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.45069513179590415 }, { "text": "", "score": 12.086121559143066, "probability": 0.22207624761156872 }, { "score": 10.580398559570312, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for\n\nPage 19 of 80\n\n\n\n\n\nus. You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.04926913307661898 }, { "score": 10.548315048217773, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "probability": 0.04771349489316342 }, { "score": 10.397639274597168, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for", "probability": 0.04103964275679016 }, { "score": 10.358205795288086, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you.", "probability": 0.039452799844827156 }, { "score": 9.803986549377441, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.022666448032768557 }, { "score": 9.72396183013916, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "probability": 0.020923251480340365 }, { "score": 9.672263145446777, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.019869032560285053 }, { "score": 9.527399063110352, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate", "probability": 0.017189492304052947 }, { "score": 9.234273910522461, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.012822137022115541 }, { "score": 8.857268333435059, "text": "Landlord agrees that: (a) Franchisor has granted to only one party, the Franchisee, the right to use Franchisor's proprietary trade name, trademarks, service marks logos, insignias, slogans, emblems, symbols, designs and indicia of origin (collectively the \"Marks\") at the Premises under the terms of the Franchise Agreement; and (b) Franchisor has not granted any rights or privileges to use the Marks to Landlord.", "probability": 0.008794860835321952 }, { "score": 8.844968795776367, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.008687350631504812 }, { "score": 8.822579383850098, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business", "probability": 0.008495007222427322 }, { "score": 8.534756660461426, "text": "We retain all rights, including but not limited to: (a) the right to use, and to license others to use, the System and the Proprietary Marks for the operation of Goosehead Businesses at any location; (b) the right to sell, and to license others to sell, products and services (including Services) that are also authorized for sale at Goosehead Businesses through other channels of distribution (including, but not limited to, through catalogs, mail order, toll free numbers, sales via Internet websites, and other forms of electronic commerce); (c) the right to acquire and operate businesses of any kind and to grant or franchise the right to others to operate other businesses of any kind, no matter where located; and (d) the right to use and license the use of the Proprietary Marks and other marks in connection with the operation of businesses at any location, which businesses and marks may be the same as, similar to, or different from the Franchised Business and the Proprietary Marks, on such terms and conditions as we deem advisable, and without granting you any rights therein.", "probability": 0.0063703593567942625 }, { "score": 8.460980415344238, "text": "services and products at any location, notwithstanding the proximity of that business activity to the Approved Location. We retain all rights, including but not limited to: (a) the right to use, and to license others to use, the System and the Proprietary Marks for the operation of Goosehead Businesses at any location; (b) the right to sell, and to license others to sell, products and services (including Services) that are also authorized for sale at Goosehead Businesses through other channels of distribution (including, but not limited to, through catalogs, mail order, toll free numbers, sales via Internet websites, and other forms of electronic commerce); (c) the right to acquire and operate businesses of any kind and to grant or franchise the right to others to operate other businesses of any kind, no matter where located; and (d) the right to use and license the use of the Proprietary Marks and other marks in connection with the operation of businesses at any location, which businesses and marks may be the same as, similar to, or different from the Franchised Business and the Proprietary Marks, on such terms and conditions as we deem advisable, and without granting you any rights therein.", "probability": 0.00591729629007241 }, { "score": 8.29605484008789, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval.", "probability": 0.005017611690142926 }, { "score": 8.202858924865723, "text": "You agree not to co-brand or permit any other business to operate at the Approved Location without our written consent.", "probability": 0.004571119519440106 }, { "score": 8.1447114944458, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for\n\nPage 19 of 80\n\n\n\n\n\nus. You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you.", "probability": 0.004312900794597427 }, { "score": 8.098148345947266, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.0041166822812634726 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.19752311706543, "probability": 0.49563847470508504 }, { "score": 11.808534622192383, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.33591504456809 }, { "score": 10.494726181030273, "text": "You agree not to co-brand or permit any other business to operate at the Approved Location without our written consent.", "probability": 0.09029208851889754 }, { "score": 9.18356990814209, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "probability": 0.024334462862145672 }, { "score": 9.010577201843262, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate", "probability": 0.020468781343020295 }, { "score": 7.938979148864746, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.007009755425867118 }, { "score": 7.868860244750977, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.00653507554456575 }, { "score": 7.10621452331543, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.003048160169732507 }, { "score": 6.950584411621094, "text": "services and products at any location, notwithstanding the proximity of that business activity to the Approved Location.", "probability": 0.0026088462502110344 }, { "score": 6.906131744384766, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business", "probability": 0.0024954158948580964 }, { "score": 6.868797302246094, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval. 8.15 Performance Standards. You recognize that your active development of the Franchised Business is important to the effective development of the System and that we have entered into this Agreement in reliance upon your express obligation to actively implement the System.", "probability": 0.0024039686227791575 }, { "score": 6.511064052581787, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you.", "probability": 0.0016809980843477128 }, { "score": 6.4697723388671875, "text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for\n\nPage 19 of 80\n\n\n\n\n\nus. You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.0016130003257893647 }, { "score": 6.445262908935547, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.0015739471478459094 }, { "score": 5.92083215713501, "text": "You agree not to co-brand or permit any other business to operate at the Approved Location without our written consent.", "probability": 0.0009316070432581054 }, { "score": 5.712765216827393, "text": "us. You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.0007566071467742686 }, { "score": 5.7009687423706055, "text": "If Franchisor assumes the Lease, as provided above, Franchisor may, without Landlord's prior consent, further assign the Lease to another franchisee of Franchisor to operate a \"Goosehead Insurance\" business at the Premises provided that the proposed franchisee has met all of Franchisor's applicable criteria and requirements and has executed a franchise agreement with Franchisor.", "probability": 0.0007477342870182579 }, { "score": 5.6029887199401855, "text": "Accordingly, we retain the right to conduct any business and sell", "probability": 0.0006779460152027292 }, { "score": 5.5608015060424805, "text": "You may only use the Approved Location for the purpose of operating the Franchised Business and for no other purpose. You agree not to co-brand or permit any other business to operate at the Approved Location without our written consent.", "probability": 0.0006499402575979279 }, { "score": 5.510645389556885, "text": "Franchisee Franchisor", "probability": 0.000618145786913657 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Unlimited/All-You-Can-Eat-License": [ { "score": 11.861625671386719, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.4105488439299476 }, { "text": "", "score": 11.729778289794922, "probability": 0.35983569577885965 }, { "score": 10.829886436462402, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.14631409892194433 }, { "score": 9.689242362976074, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate", "probability": 0.04676390290353977 }, { "score": 8.119561195373535, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate", "probability": 0.00973210712373782 }, { "score": 7.887808799743652, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.007718947623940858 }, { "score": 6.928441047668457, "text": "Your right to use the Proprietary Marks is limited to such uses as are authorized under this Agreement, and any unauthorized use thereof will constitute an infringement of our rights.", "probability": 0.002957399351056905 }, { "score": 6.692178249359131, "text": "services and products at any location, notwithstanding the proximity of that business activity to the Approved Location.", "probability": 0.0023350831160301976 }, { "score": 6.576931953430176, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.0020809014521608856 }, { "score": 6.421891212463379, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "probability": 0.0017820429828453183 }, { "score": 6.344980716705322, "text": "We grant you the right, and you accept the obligation, all under the terms (and subject to the conditions) of this Agreement: 1.1.1 To operate one Goosehead Business under the System (the \"Franchised Business\"); 1.1.2 To use the Proprietary Marks and the System, but only in connection with the Franchised Business (recognizing that we may periodically change or improve the Proprietary Marks and the System); and 1.1.3 To do all of those things only at the Approved Location (as defined in Section 1.2 below).", "probability": 0.001650123202924146 }, { "score": 6.268809795379639, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval. 8.15 Performance Standards. You recognize that your active development of the Franchised Business is important to the effective development of the System and that we have entered into this Agreement in reliance upon your express obligation to actively implement the System.", "probability": 0.001529099549230812 }, { "score": 6.084840297698975, "text": "Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.", "probability": 0.0012721514655987909 }, { "score": 6.0818772315979, "text": "To do all of those things only at the Approved Location (as defined in Section 1.2 below).", "probability": 0.001268387575796621 }, { "score": 5.76849889755249, "text": "Landlord agrees that: (a) Franchisor has granted to only one party, the Franchisee, the right to use Franchisor's proprietary trade name, trademarks, service marks logos, insignias, slogans, emblems, symbols, designs and indicia of origin (collectively the \"Marks\") at the Premises under the terms of the Franchise Agreement; and (b) Franchisor has not granted any rights or privileges to use the Marks to Landlord.", "probability": 0.0009271574623078128 }, { "score": 5.676450252532959, "text": "us. You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.00084562395941556 }, { "score": 5.478665351867676, "text": "We grant you the right, and you accept the obligation, all under the terms (and subject to the conditions) of this Agreement:", "probability": 0.0006938736391028966 }, { "score": 5.423569679260254, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you.", "probability": 0.0006566782648400275 }, { "score": 5.394193649291992, "text": "We grant you the right, and you accept the obligation, all under the terms (and subject to the conditions) of this Agreement: 1.1.1 To operate one Goosehead Business under the System (the \"Franchised Business\");", "probability": 0.0006376682508625008 }, { "score": 5.046097278594971, "text": "Franchisor has granted to only one party, the Franchisee, the right to use Franchisor's proprietary trade name, trademarks, service marks logos, insignias, slogans, emblems, symbols, designs and indicia of origin (collectively the \"Marks\") at the Premises under the terms of the Franchise Agreement; and (b) Franchisor has not granted any rights or privileges to use the Marks to Landlord.", "probability": 0.0004502134458573149 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Irrevocable Or Perpetual License": [ { "score": 13.616825103759766, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.5246384900247995 }, { "score": 12.617725372314453, "text": "Although once established the Brand Fund is intended to be of perpetual duration, we maintain the right to terminate the Brand Fund.", "probability": 0.19317754793911585 }, { "text": "", "score": 12.07938003540039, "probability": 0.11276030449414412 }, { "score": 11.652000427246094, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund.", "probability": 0.07354406559394243 }, { "score": 11.080930709838867, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund.", "probability": 0.0415465730870669 }, { "score": 10.915337562561035, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate", "probability": 0.03520618909731615 }, { "score": 9.090126991271973, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund. A Regional Fund will", "probability": 0.005674663817964708 }, { "score": 8.372930526733398, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund. A Regional Fund will\n", "probability": 0.0027699100810263766 }, { "score": 8.098745346069336, "text": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you.", "probability": 0.002105661516289173 }, { "score": 7.939919471740723, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund. A Regional Fund will\n\nPage 29 of 80\n\n\n\n\n\nnot be terminated, however, until all monies in that Regional Fund have been expended for marketing purposes.", "probability": 0.0017964343847272882 }, { "score": 7.511303424835205, "text": "Although once established the Brand Fund is intended to be of perpetual duration, we maintain the right to terminate the Brand Fund", "probability": 0.0011702153082806983 }, { "score": 7.427778244018555, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund", "probability": 0.0010764435255053223 }, { "score": 7.323981285095215, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund. A Regional Fund will", "probability": 0.0009703151302598154 }, { "score": 7.166029453277588, "text": "Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund", "probability": 0.0008285432708752712 }, { "score": 6.948349952697754, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.000666466291466397 }, { "score": 6.597970962524414, "text": "13.3.5 Although once established the Brand Fund is intended to be of perpetual duration, we maintain the right to terminate the Brand Fund.", "probability": 0.0004694728984599152 }, { "score": 6.514317035675049, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "probability": 0.00043179746438807567 }, { "score": 6.469161510467529, "text": "You agree to disclose to us all ideas, concepts, methods, techniques and products conceived or developed by you, your affiliates, owners and/or employees during the term of this Agreement relating to the development and/or operation of the Goosehead Businesses. All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for\n\nPage 19 of 80\n\n\n\n\n\nus. You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "probability": 0.00041273309322507255 }, { "score": 6.4453253746032715, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "probability": 0.0004030114545730887 }, { "score": 6.3076066970825195, "text": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business", "probability": 0.0003511615265738921 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Source Code Escrow": [ { "text": "", "score": 12.236085891723633, "probability": 0.7969916915639562 }, { "score": 9.943360328674316, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED. AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE PROVIDED IN PLACE OF ESCROW.", "probability": 0.08048885205525629 }, { "score": 9.674210548400879, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED.", "probability": 0.061495801905028305 }, { "score": 9.432679176330566, "text": "AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE PROVIDED IN PLACE OF ESCROW.", "probability": 0.04830028874052541 }, { "score": 6.928731918334961, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.0039491101723391365 }, { "score": 5.83573055267334, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED", "probability": 0.0013237768685782087 }, { "score": 5.640597343444824, "text": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us. 16.9 Bankruptcy Issues. If you or any person holding any interest (direct or indirect) in you become a debtor in a proceeding under the U.S. Bankruptcy Code or any similar law in the U.S. or elsewhere, it is the parties' understanding and agreement that any transfer of you, your obligations, and/or rights under this Agreement, any material assets of yours, and/or", "probability": 0.0010891043985789659 }, { "score": 5.59425163269043, "text": "If, for any reason, this Agreement is not terminated pursuant to this Section 17, and the Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of the Agreement is contemplated, pursuant to the U.S. Bankruptcy Code, then notice of such proposed assignment or assumption, setting forth: (a) the name and address of the proposed assignee; and (b) all of the terms and conditions of the proposed assignment and assumption; must be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of the Agreement; and, in any event, within ten (10) days before the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption.", "probability": 0.0010397808762759035 }, { "score": 5.589607238769531, "text": "You agree that you will not, for any reason, delay or withhold the payment of any amount due to us under this Agreement; put into escrow any payment due to us; set-off payments due to us against any claims or alleged claims that you may allege against us, the Brand Fund, a Regional Fund, affiliates, suppliers, or others.", "probability": 0.0010349629211961326 }, { "score": 5.5720672607421875, "text": "If any one or more of the following events take place, then you will be deemed to be in default under this Agreement, and all rights granted in this Agreement will automatically terminate without notice to you:", "probability": 0.0010169679711577845 }, { "score": 5.228888034820557, "text": "The Franchise Agreement provides for termination upon bankruptcy.", "probability": 0.000721550000213151 }, { "score": 5.157447338104248, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED. AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE PROVIDED IN PLACE OF ESCROW", "probability": 0.0006718002030737454 }, { "score": 4.899820327758789, "text": "Bankruptcy. If, for any reason, this Agreement is not terminated pursuant to this Section 17, and the Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of the Agreement is contemplated, pursuant to the U.S. Bankruptcy Code, then notice of such proposed assignment or assumption, setting forth: (a) the name and address of the proposed assignee; and (b) all of the terms and conditions of the proposed assignment and assumption; must be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of the Agreement; and, in any event, within ten (10) days before the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption.", "probability": 0.0005192232626155814 }, { "score": 4.646766662597656, "text": "AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE PROVIDED IN PLACE OF ESCROW", "probability": 0.0004031385518408677 }, { "score": 4.094693660736084, "text": "If you or any person holding any interest (direct or indirect) in you become a debtor in a proceeding under the U.S. Bankruptcy Code or any similar law in the U.S. or elsewhere, it is the parties' understanding and agreement that any transfer of you, your obligations, and/or rights under this Agreement, any material assets of yours, and/or", "probability": 0.0002321090494798245 }, { "score": 4.060503005981445, "text": "You agree that you will not, for any reason, delay or withhold the payment of any amount due to us under this Agreement; put into escrow any payment due to us; set-off payments due to us against any claims or alleged claims that you may allege against us, the Brand Fund, a Regional Fund, affiliates, suppliers, or others", "probability": 0.0002243072238800058 }, { "score": 3.7038888931274414, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.00015702460840273956 }, { "score": 3.42648983001709, "text": "You agree that you will not, for any reason, delay or withhold the payment of any amount due to us under this Agreement; put into escrow any payment due to us; set-off payments due to us against any claims or alleged claims that you may allege against us, the Brand Fund, a Regional Fund, affiliates, suppliers, or others. We reserve the right to apply any monies received from you to any of your obligations as we determine and to withhold payment of any monies if this Agreement has been terminated for any reason. You acknowledge and agree that we have the right to set-off as part of Net Revenues any amounts you owe to us.", "probability": 0.00011898571827031337 }, { "score": 3.372279405593872, "text": "The Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 et seq.).\n\nThe Franchise Agreement contains a covenant not to compete which extends beyond the termination of the franchise. This provision may not be enforceable under California law.\n\nProspective franchisees are encouraged to consult private legal counsel to determine the applicability of California and federal laws (such as Business and Professions Code Section 20040.5, Code of Civil Procedure\n\nFDD Exhibit H-1\n\n\n\n\n\nSection 1281, and the Federal Arbitration Act) to any provisions of a franchise agreement restricting venue to a forum outside the State of California.\n\nThe Franchise Agreement requires application of the laws of the State of Texas. This provision may not be enforceable under California law.\n\nThe Franchise Agreement requires Franchisee to sign a general release of claims upon renewal or transfer of the Franchise Agreement.", "probability": 0.00011270717086762642 }, { "score": 3.337151527404785, "text": "17.4 Bankruptcy. If, for any reason, this Agreement is not terminated pursuant to this Section 17, and the Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of the Agreement is contemplated, pursuant to the U.S. Bankruptcy Code, then notice of such proposed assignment or assumption, setting forth: (a) the name and address of the proposed assignee; and (b) all of the terms and conditions of the proposed assignment and assumption; must be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of the Agreement; and, in any event, within ten (10) days before the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption.", "probability": 0.0001088167384636212 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Post-Termination Services": [ { "score": 13.095474243164062, "text": "With respect to the Franchised Business, you agree to maintain for at least seven (7) years during (as well as after) the term of this Agreement (and also after any termination and/or transfer), full, complete, and accurate books, records, and accounts prepared in accordance with generally accepted accounting principles and in the form and manner we have prescribed periodically in the Manual or otherwise in writing, including: (a) cash disbursements and weekly payroll journal and schedule; (b) monthly bank statements, daily deposit slips and cancelled checks; (c) all tax returns; (d) supplier's invoices (paid and unpaid); (e) semi-annual fiscal period balance sheets and fiscal period profit and loss statements; (f) operational schedules; and (g) such other records that we may periodically and reasonably request.", "probability": 0.21387580418147403 }, { "score": 12.811837196350098, "text": "Within thirty (30) days after expiration or non-renewal under this Agreement and/or default under your lease/sublease for the premises, we shall buy from you (and/or your affiliates) all assets of the Franchised Business.", "probability": 0.16105701704785752 }, { "score": 12.704361915588379, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.1446451012591721 }, { "score": 12.501524925231934, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above:", "probability": 0.11808989710983595 }, { "text": "", "score": 12.379631996154785, "probability": 0.10453827217348778 }, { "score": 11.30872917175293, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you will forthwith terminate, and all of the following will take effect:", "probability": 0.03582515931891435 }, { "score": 10.996828079223633, "text": "and any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement.", "probability": 0.02622594868125665 }, { "score": 10.928009033203125, "text": "If the transfer involves the sale of all or any part of your book of insurance business (including Commissions payable in connection with that business), then upon completion of the transfer this Agreement shall terminate and the transferee must enter into a new form of franchise agreement that we are then offering to new System franchisees, for a term ending on the expiration date of this Agreement, and such other ancillary agreements that we may require for the business franchised under this Agreement.", "probability": 0.02448180729423745 }, { "score": 10.914070129394531, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "probability": 0.024142925047675224 }, { "score": 10.736383438110352, "text": "After your death or mental incapacity (or your principal's death or mental incapacity if franchisee is an entity), if the transfer of interest described in Section 16.6.1 has not occurred within six (6) months after such death or mental incapacity, we will have the option, but not the obligation, to purchase your interest in the Franchised Business.", "probability": 0.02021256998190034 }, { "score": 10.735127449035645, "text": "You agree to take such action as may be necessary to cancel any assumed name or equivalent registration which contains the mark \"Goosehead Insurance\"\n\nPage 46 of 80\n\n\n\n\n\nand any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement.", "probability": 0.020187199150909815 }, { "score": 10.49435806274414, "text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location;", "probability": 0.01586760027721292 }, { "score": 10.398507118225098, "text": "Within thirty (30) days after expiration or non-renewal under this Agreement and/or default under your lease/sublease for the premises, we shall buy from you (and/or your affiliates) all assets of the Franchised Business", "probability": 0.014417292689555296 }, { "score": 10.394413948059082, "text": "In order to preserve the goodwill of the System following termination, we (or our designee) will have the right to enter the Franchised Business (without liability to you, your Principals, or otherwise) for the purpose continuing the Franchised Business's operation and maintaining the goodwill of the business.", "probability": 0.014358400866593065 }, { "score": 10.373684883117676, "text": "You agree to transfer to us all data (in the digital machine-readable format that we specify, and/or printed copies, and/or originals) promptly upon our request when made, whether periodically during the term of this Agreement, upon termination and/or expiration of this Agreement, any transfer of an interest in you, and/or a transfer of the Franchised Business.", "probability": 0.014063828297465605 }, { "score": 10.268024444580078, "text": "Upon termination or expiration of this Agreement, all rights granted under this Agreement to you will forthwith terminate, and all of the following will take effect:", "probability": 0.012653649779459148 }, { "score": 10.132559776306152, "text": "You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement.", "probability": 0.011050559115826572 }, { "score": 10.012951850891113, "text": "As used in this Agreement, the term \"Post-Term Period\" means a continuous uninterrupted period of two (2) years from the date of: (i) a transfer as contemplated under Section 16 of the Franchise Agreement; (ii) expiration or termination of the Franchise Agreement (regardless of the cause for termination); (iii) termination of Member's employment with Franchisee; and/or (iv) a final order of a duly authorized arbitrator, panel of arbitrators, or a court of competent jurisdiction (after all appeals have been taken) with respect to any of the foregoing or with respect to the enforcement of this Agreement; either directly or indirectly (through, on behalf of, or in conjunction with any persons, partnership, corporation or entity).", "probability": 0.009804810180348362 }, { "score": 9.897586822509766, "text": "You agree to take such action as may be necessary to cancel any assumed name or equivalent registration which contains the mark \"Goosehead Insurance\"", "probability": 0.008736486194660739 }, { "score": 9.482000350952148, "text": "Within thirty (30) days after expiration or non-renewal under this Agreement and/or default under your lease/sublease for the premises, we shall buy from you (and/or your affiliates) all assets of the Franchised Business.", "probability": 0.00576567135215688 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Audit Rights": [ { "score": 13.555767059326172, "text": "In addition to the provisions of Section 12.5 above, you also grant to us and our agents the right to enter upon the Franchised Business premises at any reasonable time for the purpose of conducting inspections, for among other purposes, preserving the validity of the Proprietary Marks, and verifying your compliance with this Agreement and the policies and procedures outlined in the Manual.", "probability": 0.12370000017980826 }, { "score": 13.473926544189453, "text": "We have the right at all reasonable times to examine, copy, and/or personally review or audit (at our expense) all of your sales receipts, books, records, and sales and income tax returns in person or through electronic access (at our option).", "probability": 0.11397951801475659 }, { "score": 13.292543411254883, "text": "We have the right at all reasonable times to examine, copy, and/or personally review or audit (at our expense) all of your sales receipts, books, records, and sales and income tax returns in person or through electronic access (at our option). We will also have the right, at any time, to have an independent audit made of your books and records.", "probability": 0.09507210776422434 }, { "score": 13.209760665893555, "text": "We have the right at all reasonable times to examine, copy, and/or personally review or audit (at our expense) all of your sales receipts, books, records, and sales and income tax returns in person or through electronic access (at our option).", "probability": 0.08751873523536566 }, { "score": 13.206470489501953, "text": "You agree that upon our request, and for a limited period of time, you will provide us (and/or our agents, such as our auditors) with passwords and pass codes necessary for the limited purpose of accessing your computer system in order to conduct the inspections specified in this Section 12.", "probability": 0.08723125634633443 }, { "score": 13.162872314453125, "text": "In addition to the provisions of Section 12.5 above, you also grant to us and our agents the right to enter upon the Franchised Business premises at any reasonable time for the purpose of conducting inspections, for among other purposes, preserving the validity of the Proprietary Marks, and verifying your compliance with this Agreement and the policies and procedures outlined in the Manual.", "probability": 0.08350984557460661 }, { "score": 12.887609481811523, "text": "We will also have the right, at any time, to have an independent audit made of your books and records.", "probability": 0.06341508096946416 }, { "score": 12.648019790649414, "text": "You agree that if do not submit those reports to us in a timely manner, we will have the right to charge you for the costs that we incur in auditing your records.", "probability": 0.049904541576607946 }, { "score": 12.531534194946289, "text": "You also agree to submit to us (in addition to the reports required pursuant to Section 12.1.4 above), for review or auditing, such other forms, reports, records, information, and data as and when we may reasonably designate, in the form and format, and at the times and places as we may reasonably require, upon request and as specified periodically in the Manual or otherwise in writing, including: (a) information in electronic format; (b) restated in accordance with our financial reporting periods; (c) consistent with our then-current financial reporting periods and accounting practices and standards; and/or (d) a s necessary so that we can comply with reporting obligations imposed upon us by tax authorities with jurisdiction over the Franchised Business and/or our company. The reporting requirements of this Section 12.3 will be in addition to, and not in lieu of, the electronic reporting required under Section 14 below. 12.4 Our Right to Inspect Your Books and Records. We have the right at all reasonable times to examine, copy, and/or personally review or audit (at our expense) all of your sales receipts, books, records, and sales and income tax returns in person or through electronic access (at our option).", "probability": 0.044417183772698515 }, { "score": 12.42363452911377, "text": "If you fail or refuse to comply with all of the requirements of this Section 18.4, then we (or our designee) will have the right to enter upon the premises of the Franchised Business, without being guilty of trespass or any other tort, for the purpose of making or causing to be made such changes as may be required, at your cost, which expense you agree to pay upon demand.", "probability": 0.0398740904430665 }, { "score": 12.422727584838867, "text": "In addition to the provisions of Section 12.5 above, you also grant to us and our agents the right to enter upon the Franchised Business premises at any reasonable time for the purpose of conducting inspections, for among other purposes, preserving the validity of the Proprietary Marks, and verifying your compliance with this Agreement and the policies and procedures outlined in the Manual. You agree to cooperate with our representatives in such inspections by rendering such assistance as they may reasonably request; and, upon notice from us or from our agents (and without limiting our other rights under this Agreement), you agree to take such steps as may be necessary to correct immediately any deficiencies detected during any such inspection. You further agree to pay us our then-current per diem fee for our representative(s) and to reimburse us for our reasonable travel expenses if additional inspections at the Franchised Business are required when a violation has occurred and you have not corrected the violation, or if you did not provide us with your records or access to your records upon reasonable request that is permitted under this Agreement.", "probability": 0.03983794325924067 }, { "score": 12.285709381103516, "text": "We have the right to require that our representatives be permitted to inspect the supplier's facilities, and that samples from the supplier be delivered to us.", "probability": 0.034736868045889865 }, { "text": "", "score": 12.24393081665039, "probability": 0.03331550946226387 }, { "score": 11.935637474060059, "text": "In addition to the provisions of Section 12.5 above, you also grant to us and our agents the right to enter upon the Franchised Business premises at any reasonable time for the purpose of conducting inspections, for among other purposes, preserving the validity of the Proprietary Marks, and verifying your compliance with this Agreement and the policies and procedures outlined in the Manual. You agree to cooperate with our representatives in such inspections by rendering such assistance as they may reasonably request; and, upon notice from us or from our agents (and without limiting our other rights under this Agreement), you agree to take such steps as may be necessary to correct immediately any deficiencies detected during any such inspection.", "probability": 0.024476897061486536 }, { "score": 11.539477348327637, "text": "You agree that if do not submit those reports to us in a timely manner, we will have the right to charge you for the costs that we incur in auditing your records.\n\nPage 25 of 80\n\n\n\n\n\n12.2 Financial Statements. 12.2.1 You agree to provide us, at your expense, and in a format that we reasonably specify, a complete set of annual financial statements prepared on a review basis by an independent certified public accountant (as to whom we do not have a reasonable objection) within ninety (90) days after the end of each fiscal year of the Franchised Business during the term of this Agreement.", "probability": 0.01647047805962308 }, { "score": 11.441362380981445, "text": "You also agree to submit to us (in addition to the reports required pursuant to Section 12.1.4 above), for review or auditing, such other forms, reports, records, information, and data as and when we may reasonably designate, in the form and format, and at the times and places as we may reasonably require, upon request and as specified periodically in the Manual or otherwise in writing, including: (a) information in electronic format; (b) restated in accordance with our financial reporting periods; (c) consistent with our then-current financial reporting periods and accounting practices and standards; and/or (d) a s necessary so that we can comply with reporting obligations imposed upon us by tax authorities with jurisdiction over the Franchised Business and/or our company.", "probability": 0.014931224175161024 }, { "score": 11.396918296813965, "text": "We have the right at all reasonable times to examine, copy, and/or personally review or audit (at our expense) all of your sales receipts, books, records, and sales and income tax returns in person or through electronic access (at our option", "probability": 0.014282150179060222 }, { "score": 11.229482650756836, "text": "You agree to cooperate with our representatives in such inspections by rendering such assistance as they may reasonably request; and, upon notice from us or from our agents (and without limiting our other rights under this Agreement), you agree to take such steps as may be necessary to correct immediately any deficiencies detected during any such inspection. You further agree to pay us our then-current per diem fee for our representative(s) and to reimburse us for our reasonable travel expenses if additional inspections at the Franchised Business are required when a violation has occurred and you have not corrected the violation, or if you did not provide us with your records or access to your records upon reasonable request that is permitted under this Agreement.", "probability": 0.012080286055081177 }, { "score": 11.174076080322266, "text": "You further agree to pay us our then-current per diem fee for our representative(s) and to reimburse us for our reasonable travel expenses if additional inspections at the Franchised Business are required when a violation has occurred and you have not corrected the violation, or if you did not provide us with your records or access to your records upon reasonable request that is permitted under this Agreement.", "probability": 0.011429163629394685 }, { "score": 11.022035598754883, "text": "If we conduct an inspection because you did not timely provide sales reports to us, or if an inspection discloses that you understated your sales, in any report to us (and/or underpaid your royalties), by three percent (3%) or more, or if you did not maintain and/or provide us with access to your records, then you agree (in addition to paying us the overdue amount and interest) to reimburse us for any and all costs and expenses we incur in connection with the inspection (including travel, lodging and wages expenses, and reasonable accounting and legal costs). These remedies will be in addition to any other remedies we may have. We may exercise our rights under this Section 12 directly or by engaging outside professional advisors (for example, a CPA) to represent us. 12.5 Operational Inspections. In addition to the provisions of Section 12.5 above, you also grant to us and our agents the right to enter upon the Franchised Business premises at any reasonable time for the purpose of conducting inspections, for among other purposes, preserving the validity of the Proprietary Marks, and verifying your compliance with this Agreement and the policies and procedures outlined in the Manual.", "probability": 0.009817120195865957 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Uncapped Liability": [ { "score": 13.018281936645508, "text": "EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.", "probability": 0.3952015375091861 }, { "text": "", "score": 12.355183601379395, "probability": 0.20362855412951894 }, { "score": 12.014156341552734, "text": "EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.\n\nPage 56 of 80\n\n\n\n\n\n27.8 WAIVER OF PUNITIVE DAMAGES. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.144787950430758 }, { "score": 11.728706359863281, "text": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.1088336184219714 }, { "score": 10.897672653198242, "text": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.04740779055410591 }, { "score": 10.26358699798584, "text": "RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.", "probability": 0.025146052291009344 }, { "score": 10.176237106323242, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED.", "probability": 0.023042746305287118 }, { "score": 9.910157203674316, "text": "FRANCHISOR THE RIGHT TO ACQUIRE THE ASSETS OF A FRANCHISE FOR THE MARKET OR APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS BREACHED THE LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS FAILED TO CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION I. (I) A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING THE REQUIRED CONTRACTUAL SERVICES.", "probability": 0.017659451280141437 }, { "score": 9.452049255371094, "text": "FRANCHISOR THE RIGHT TO ACQUIRE THE ASSETS OF A FRANCHISE FOR THE MARKET OR APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS BREACHED THE LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS FAILED TO CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION I.", "probability": 0.011169235573352943 }, { "score": 9.18561840057373, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED. AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE PROVIDED IN PLACE OF ESCROW.", "probability": 0.008556851612782964 }, { "score": 8.997674942016602, "text": "MUST BRING CLAIMS WITHIN ONE YEAR. EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.", "probability": 0.007090734002957097 }, { "score": 7.993549346923828, "text": "MUST BRING CLAIMS WITHIN ONE YEAR. EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.\n\nPage 56 of 80\n\n\n\n\n\n27.8 WAIVER OF PUNITIVE DAMAGES. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.002597795671060563 }, { "score": 6.979836463928223, "text": "THIS SUBSECTION APPLIES ONLY IF: (i) THE TERM OF THE FRANCHISE IS LESS THAN 5 YEARS; AND (ii) THE FRANCHISEE IS PROHIBITED BY THE FRANCHISE OR OTHER AGREEMENT FROM CONTINUING TO CONDUCT SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEMARK, SERVICE MARK, TRADE NAME, LOGOTYPE, ADVERTISING, OR OTHER COMMERCIAL SYMBOL IN THE SAME AREA SUBSEQUENT TO THE EXPIRATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT FDD Exhibit H-10\n\n\n\n\n\nRECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.", "probability": 0.0009426599966082176 }, { "score": 6.971670150756836, "text": "27.7 MUST BRING CLAIMS WITHIN ONE YEAR. EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.", "probability": 0.0009349932868450793 }, { "score": 6.733525276184082, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED", "probability": 0.0007368574652022574 }, { "score": 6.400914192199707, "text": "A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING THE REQUIRED CONTRACTUAL SERVICES.", "probability": 0.000528362917244914 }, { "score": 6.359230995178223, "text": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT", "probability": 0.0005067917622318597 }, { "score": 6.172572135925293, "text": "EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.\n\nPage 56 of 80\n\n\n\n\n\n27.8 WAIVER OF PUNITIVE DAMAGES. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT", "probability": 0.0004204986776025492 }, { "score": 6.164118766784668, "text": "Except as provided above, with regard to the franchisor, its predecessor, a person identified in Item 2, or an affiliate offering franchises under the franchisor's principal trademark:", "probability": 0.00041695902911370174 }, { "score": 6.098710060119629, "text": "It is understood and agreed that, except as may be necessary for you to provide Products or Services to customers using the Proprietary Marks, nothing in this Agreement authorizes you to make any contract, agreement, warranty, or representation on our behalf, or to incur any debt or other obligation in our name; and that we will in no event assume liability for, or be deemed liable under this Agreement as a result of, any such action; nor will we be liable by reason of any act or omission in your conduct of the Franchised Business or for any claim or judgment arising therefrom against either party to this Agreement.", "probability": 0.0003905590830193986 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Cap On Liability": [ { "score": 13.618669509887695, "text": "EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.", "probability": 0.17041224796428076 }, { "score": 13.50546646118164, "text": "EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.\n\nPage 56 of 80\n\n\n\n\n\n27.8 WAIVER OF PUNITIVE DAMAGES. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.15217291011149295 }, { "score": 13.244083404541016, "text": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.11717099741504708 }, { "score": 13.199661254882812, "text": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.1120799251869784 }, { "score": 12.748401641845703, "text": "RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.", "probability": 0.07137535355826727 }, { "score": 12.609013557434082, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED.", "probability": 0.062088732861978815 }, { "score": 12.572352409362793, "text": "RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.", "probability": 0.05985370824179761 }, { "text": "", "score": 12.196046829223633, "probability": 0.041083139610181035 }, { "score": 12.074455261230469, "text": "Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.", "probability": 0.036379529529227225 }, { "score": 12.038337707519531, "text": "Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise.", "probability": 0.03508903495312474 }, { "score": 12.00728988647461, "text": "If we terminate this Agreement based on your default, or if you abandon or otherwise cease to operate the Franchised Business, in addition to all other amounts due to us under this Agreement, you agree to pay to us, as liquidated damages, an amount calculated as follows: (a) the average of your monthly Royalty Fees that are due under this Agreement for the twelve (12) months immediately before your abandonment or our delivery of the notice of default (or, if you have been operating for less than 12 months, the average of your monthly Royalty Fees for the number of months you have operated the Franchised Business); (b) multiplied by the lesser of 36 or the number of months remaining in the then-current term of this Agreement under Section 2.", "probability": 0.03401633553425986 }, { "score": 11.984889030456543, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED. AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE PROVIDED IN PLACE OF ESCROW.", "probability": 0.033262811797544665 }, { "score": 11.77016830444336, "text": "In addition to any other rights and remedies available to us under this Agreement, in the event of a violation of this Section, we will have the right to require you to pay to us (or such other Goosehead Business developer or franchisee, as the case may be) an amount equal to three times the annual salary of the person(s) involved in such violation, plus an amount equal to our costs and attorney's fees incurred in connection with such violation.", "probability": 0.026835329494595144 }, { "score": 10.73651123046875, "text": "Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise.", "probability": 0.009545427176372183 }, { "score": 10.699443817138672, "text": "MUST BRING CLAIMS WITHIN ONE YEAR. EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.", "probability": 0.009198080277459275 }, { "score": 10.586240768432617, "text": "MUST BRING CLAIMS WITHIN ONE YEAR. EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.\n\nPage 56 of 80\n\n\n\n\n\n27.8 WAIVER OF PUNITIVE DAMAGES. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.00821360354071199 }, { "score": 10.523358345031738, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED", "probability": 0.007713016256930668 }, { "score": 10.10569953918457, "text": "A franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise.", "probability": 0.005079691436167427 }, { "score": 9.926433563232422, "text": "THIS SUBSECTION APPLIES ONLY IF: (i) THE TERM OF THE FRANCHISE IS LESS THAN 5 YEARS; AND (ii) THE FRANCHISEE IS PROHIBITED BY THE FRANCHISE OR OTHER AGREEMENT FROM CONTINUING TO CONDUCT SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEMARK, SERVICE MARK, TRADE NAME, LOGOTYPE, ADVERTISING, OR OTHER COMMERCIAL SYMBOL IN THE SAME AREA SUBSEQUENT TO THE EXPIRATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT FDD Exhibit H-10\n\n\n\n\n\nRECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.", "probability": 0.004246030484692944 }, { "score": 9.911739349365234, "text": "EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.\n\nPage 56 of 80\n\n\n\n\n\n27.8 WAIVER OF PUNITIVE DAMAGES. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT", "probability": 0.004184094568889865 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Liquidated Damages": [ { "score": 13.692923545837402, "text": "If we terminate this Agreement based on your default, or if you abandon or otherwise cease to operate the Franchised Business, in addition to all other amounts due to us under this Agreement, you agree to pay to us, as liquidated damages, an amount calculated as follows: (a) the average of your monthly Royalty Fees that are due under this Agreement for the twelve (12) months immediately before your abandonment or our delivery of the notice of default (or, if you have been operating for less than 12 months, the average of your monthly Royalty Fees for the number of months you have operated the Franchised Business); (b) multiplied by the lesser of 36 or the number of months remaining in the then-current term of this Agreement under Section 2.", "probability": 0.41666777026126645 }, { "score": 12.172521591186523, "text": "Requiring North Dakota franchisees to consent to liquidated damages or termination penalties.", "probability": 0.09109357142144722 }, { "text": "", "score": 12.105836868286133, "probability": 0.08521713364186645 }, { "score": 11.715129852294922, "text": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.05765606798148872 }, { "score": 11.69074821472168, "text": "Liquidated Damages and Termination Penalties: Any provision requiring North Dakota franchisees to consent to liquidated damages or termination penalties.", "probability": 0.056267317430569945 }, { "score": 11.539880752563477, "text": "RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.", "probability": 0.0483877361835483 }, { "score": 11.532546997070312, "text": "Liquidated Damages and Termination Penalties: Requiring North Dakota franchisees to consent to liquidated damages or termination penalties.", "probability": 0.04803417042460328 }, { "score": 11.21044635772705, "text": "In addition to any other rights and remedies available to us under this Agreement, in the event of a violation of this Section, we will have the right to require you to pay to us (or such other Goosehead Business developer or franchisee, as the case may be) an amount equal to three times the annual salary of the person(s) involved in such violation, plus an amount equal to our costs and attorney's fees incurred in connection with such violation.", "probability": 0.034806773273632574 }, { "score": 10.90627670288086, "text": "D. Liquidated Damages and Termination Penalties: Requiring North Dakota franchisees to consent to liquidated damages or termination penalties.", "probability": 0.025678199085549774 }, { "score": 10.79793930053711, "text": "D. Liquidated Damages and Termination Penalties: Any provision requiring North Dakota franchisees to consent to liquidated damages or termination penalties.", "probability": 0.023041684495787276 }, { "score": 10.658954620361328, "text": "IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED.", "probability": 0.020051826859235733 }, { "score": 10.6477689743042, "text": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.019828783986071144 }, { "score": 10.420408248901367, "text": "Any provision requiring North Dakota franchisees to consent to liquidated damages or termination penalties.", "probability": 0.015796270902006426 }, { "score": 10.16058349609375, "text": "Requiring North Dakota franchisees to consent to liquidated damages or termination penalties.\n\nE. Applicable Laws: Franchise agreements which specify that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.\n\nF. Waiver of Trial by Jury: Requiring North Dakota franchisees to consent to the waiver of a trial by jury.\n\nG. Waiver of Exemplary and Punitive Damages: Requiring North Dakota franchisees to consent to a waiver of exemplary and punitive damages.", "probability": 0.012181874381006647 }, { "score": 9.875106811523438, "text": "EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.\n\nPage 56 of 80\n\n\n\n\n\n27.8 WAIVER OF PUNITIVE DAMAGES. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "probability": 0.0091565773392291 }, { "score": 9.816009521484375, "text": "For each proposed offering, you agree to pay us a non-refundable fee of Ten Thousand Dollars ($10,000) or such greater amount as is necessary to reimburse us for our reasonable costs and expenses (including legal and accounting fees) for reviewing the proposed offering.", "probability": 0.008631127676403335 }, { "score": 9.647499084472656, "text": "EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.", "probability": 0.007292633498655133 }, { "score": 9.637157440185547, "text": "D. Liquidated Damages and Termination Penalties: Any provision requiring North Dakota franchisees to consent to liquidated damages or termination penalties.", "probability": 0.007217604308388235 }, { "score": 9.543042182922363, "text": "RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.", "probability": 0.006569303583012734 }, { "score": 9.520608901977539, "text": "Liquidated Damages and Termination Penalties: Requiring North Dakota franchisees to consent to liquidated damages or termination penalties.\n\nE. Applicable Laws: Franchise agreements which specify that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.\n\nF. Waiver of Trial by Jury: Requiring North Dakota franchisees to consent to the waiver of a trial by jury.\n\nG. Waiver of Exemplary and Punitive Damages: Requiring North Dakota franchisees to consent to a waiver of exemplary and punitive damages.", "probability": 0.006423573266231761 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Warranty Duration": [ { "text": "", "score": 11.869230270385742, "probability": 0.49306484849807125 }, { "score": 10.472696304321289, "text": "You also acknowledge that you received the FDD at least fourteen (14) days before the date on which this Agreement was signed.", "probability": 0.12201045500983772 }, { "score": 10.459547996520996, "text": "You will have six (6) months after you receive our written notice within which to complete Remodeling.", "probability": 0.12041672438294501 }, { "score": 9.697919845581055, "text": "and any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement.", "probability": 0.0562232447547444 }, { "score": 9.240653991699219, "text": "If you do not acquire or lease a site (that we have approved in writing) for the Franchised Business in accordance with this Addendum by not later than ninety (90) days after the date of this Addendum, that will constitute a default under Section 17.2 of the Franchise Agreement and also under this Addendum, and we will have the right to terminate the Franchise Agreement and this Addendum pursuant to the terms of Section 17.2 of the Franchise Agreement.", "probability": 0.03558999023835024 }, { "score": 9.13199234008789, "text": "RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.", "probability": 0.031925426894741954 }, { "score": 9.118362426757812, "text": "You will have six (6) months after you receive our written notice within which to complete Remodeling.", "probability": 0.03149323813161759 }, { "score": 9.065177917480469, "text": "You agree to give us written notice at least thirty (30) days before the date that any offering or other transaction described in this Section 16.11 commences.", "probability": 0.0298620472392772 }, { "score": 8.677119255065918, "text": "You will not have to conduct a Remodeling more than once every five (5) years during the term of this Agreement (and not in an economically unreasonable amount); provided, however, that we may require Remodeling more often if Remodeling is required as a pre- condition to renewal (as described in Section 2.2.2 above); and 8.8.2.2 You will have six (6) months after you receive our written notice within which to complete Remodeling.", "probability": 0.020257593048083535 }, { "score": 8.390310287475586, "text": "In this regard, the parties agree that: 8.8.2.1 You will not have to conduct a Remodeling more than once every five (5) years during the term of this Agreement (and not in an economically unreasonable amount); provided, however, that we may require Remodeling more often if Remodeling is required as a pre- condition to renewal (as described in Section 2.2.2 above); and 8.8.2.2 You will have six (6) months after you receive our written notice within which to complete Remodeling.", "probability": 0.015206465830955153 }, { "score": 7.693902969360352, "text": "If you commit three (3) or more defaults under this Agreement in any fifty-two (52) week period, whether or not each such default has been cured after notice;", "probability": 0.007578485691903511 }, { "score": 7.5523786544799805, "text": "If you commit three (3) or more defaults under this Agreement in any fifty-two (52) week period, whether or not each such default has been cured after notice; 17.2.11 If, after receipt of notice from us, you continue to sell any products or services from the Franchised Business that are not Approved Products or Services;", "probability": 0.006578383773393776 }, { "score": 7.475628852844238, "text": "We also reserve the right, at our option, to periodically re-inspect the facilities and products of any such approved supplier and to revoke our approval if the supplier does not continue to meet any of our then-current criteria.", "probability": 0.00609238290247823 }, { "score": 7.252289772033691, "text": "If, after receipt of notice from us, you continue to sell any products or services from the Franchised Business that are not Approved Products or Services;", "probability": 0.004872953422697246 }, { "score": 7.210232734680176, "text": "You also acknowledge that you received the FDD at least fourteen (14) days before the date on which this Agreement was signed.", "probability": 0.004672261278143223 }, { "score": 7.106548309326172, "text": "17.2.10 If you commit three (3) or more defaults under this Agreement in any fifty-two (52) week period, whether or not each such default has been cured after notice;", "probability": 0.004212089078830812 }, { "score": 6.965023994445801, "text": "17.2.10 If you commit three (3) or more defaults under this Agreement in any fifty-two (52) week period, whether or not each such default has been cured after notice; 17.2.11 If, after receipt of notice from us, you continue to sell any products or services from the Franchised Business that are not Approved Products or Services;", "probability": 0.003656236822861912 }, { "score": 6.675189018249512, "text": "If you fail to improve your performance under such standards by at least ten percent (10%), and fail to meet or exceed the performance of the lowest twenty-five percent (25%) of all franchised Goosehead Businesses operating under the System in each subsequent fiscal quarter we may, in our discretion, place your agency in default status, which may result in termination pursuant to Section 17.3 below.", "probability": 0.002736280323117399 }, { "score": 6.35953950881958, "text": "However, if you do not reasonably believe that we have performed all of our pre-opening obligations, you must, within that same three (3) day period, provide us with written notice specifically describing the obligations that we have not performed.", "probability": 0.0019956103479252373 }, { "score": 6.110246658325195, "text": "and any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement.", "probability": 0.0015552823300244187 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Insurance": [ { "score": 14.146171569824219, "text": "You agree to obtain (and maintain) during the entire period of construction the insurance required under Section 15 below; and you agree to deliver to us such proof of such insurance as we may reasonably require.", "probability": 0.18430754788104303 }, { "score": 13.718825340270996, "text": "You agree to obtain (and maintain) during the entire period of construction the insurance required under Section 15 below; and you agree to deliver to us such proof of such insurance as we may reasonably require.", "probability": 0.12021232912582179 }, { "score": 13.31065559387207, "text": "Before starting any activities or operations under this Agreement, you agree to procure and maintain in full force and effect during the term of this Agreement (and for such period thereafter as is necessary to provide the coverages required under this Agreement for events having occurred during the Term of this Agreement), at your expense, at least the following insurance policy or policies in connection with the Franchised Business or other facilities on premises, or by reason of the construction, operation, or occupancy of the Franchised Business or other facilities on premises.", "probability": 0.07992509169468 }, { "score": 13.016353607177734, "text": "Your Franchised Business will offer for sale only such insurance products and Services that conform to our specifications and quality standards and only through insurance carriers that we make available to you through our appointment process (\"Approved Products and Services\").", "probability": 0.05954830640473383 }, { "score": 12.87351131439209, "text": "You also agree to cover all of your employees at all times (including the pre-opening period, and including those attending training) under the insurance policies required in Section 15 below.", "probability": 0.0516218773726939 }, { "score": 12.819973945617676, "text": "Before starting any activities or operations under this Agreement, you agree to procure and maintain in full force and effect during the term of this Agreement (and for such period thereafter as is necessary to provide the coverages required under this Agreement for events having occurred during the Term of this Agreement), at your expense, at least the following insurance policy or policies in connection with the Franchised Business or other facilities on premises, or by reason of the construction, operation, or occupancy of the Franchised Business or other facilities on premises. Such policy or policies must be written by an insurance company or companies we have approved, having at all times a rating of at least \"A-\" in the most recent Key Rating Guide published by the A.M. Best Company (or another rating that we reasonably designate if A.M. Best Company no longer", "probability": 0.048930855727072224 }, { "score": 12.642082214355469, "text": "Such policy or policies must be written by an insurance company or companies we have approved, having at all times a rating of at least \"A-\" in the most recent Key Rating Guide published by the A.M. Best Company (or another rating that we reasonably designate if A.M. Best Company no longer", "probability": 0.040956743070430186 }, { "score": 12.593189239501953, "text": "Additional certificates evidencing the insurance required by Section 15.1 above must name us, and each of our affiliates, directors, agents, and employees, as additional insured parties, and must expressly provide that any interest of same therein will not be affected by any breach by you of any policy provisions for which such certificates evidence coverage. 15.8 Proof of Coverage. In addition to your obligations under Section 15.7 above, on the first anniversary of the Effective Date, and on each subsequent anniversary of the Effective Date,", "probability": 0.03900241190105428 }, { "score": 12.591386795043945, "text": "Before starting any activities or operations under this Agreement, you agree to procure and maintain in full force and effect during the term of this Agreement (and for such period thereafter as is necessary to provide the coverages required under this Agreement for events having occurred during the Term of this Agreement), at your expense, at least the following insurance policy or policies in connection with the Franchised Business or other facilities on premises, or by reason of the construction, operation, or occupancy of the Franchised Business or other facilities on premises.", "probability": 0.038932175537461804 }, { "score": 12.58388900756836, "text": "In addition to your obligations under Section 15.7 above, on the first anniversary of the Effective Date, and on each subsequent anniversary of the Effective Date,", "probability": 0.03864136195093634 }, { "score": 12.486309051513672, "text": "Additional certificates evidencing the insurance required by Section 15.1 above must name us, and each of our affiliates, directors, agents, and employees, as additional insured parties, and must expressly provide that any interest of same therein will not be affected by any breach by you of any policy provisions for which such certificates evidence coverage. 15.8 Proof of Coverage. In addition to your obligations under Section 15.7 above, on the first anniversary of the Effective Date, and on each subsequent anniversary of the Effective Date,\n\nPage 37 of 80\n\n\n\n\n\nyou agree to provide us with proof of insurance evidencing the proper coverage with limits not less than those required under this Agreement, in such form as we may reasonably require.", "probability": 0.035048867425402835 }, { "score": 12.480155944824219, "text": "5.6.5 You agree to obtain (and maintain) during the entire period of construction the insurance required under Section 15 below; and you agree to deliver to us such proof of such insurance as we may reasonably require.", "probability": 0.03483387013375552 }, { "score": 12.477008819580078, "text": "In addition to your obligations under Section 15.7 above, on the first anniversary of the Effective Date, and on each subsequent anniversary of the Effective Date,\n\nPage 37 of 80\n\n\n\n\n\nyou agree to provide us with proof of insurance evidencing the proper coverage with limits not less than those required under this Agreement, in such form as we may reasonably require.", "probability": 0.034724415905129286 }, { "score": 12.46099853515625, "text": "you agree to provide us with proof of insurance evidencing the proper coverage with limits not less than those required under this Agreement, in such form as we may reasonably require.", "probability": 0.03417289491485804 }, { "score": 12.376556396484375, "text": "With regard to insurance products offered by you, the insurance carriers will set the policy prices, and we will set the Agency Fees.", "probability": 0.03140573893411994 }, { "score": 12.312667846679688, "text": "With regard to insurance products offered by you, the insurance carriers will set the policy prices, and we will set the Agency Fees.", "probability": 0.02946202349946545 }, { "score": 12.254640579223633, "text": "Additional certificates evidencing the insurance required by Section 15.1 above must name us, and each of our affiliates, directors, agents, and employees, as additional insured parties, and must expressly provide that any interest of same therein will not be affected by any breach by you of any policy provisions for which such certificates evidence coverage.", "probability": 0.027801078851621093 }, { "text": "", "score": 12.13150691986084, "probability": 0.02458019821527561 }, { "score": 12.081735610961914, "text": "At least thirty (30) days before the time you are first required to carry any insurance under this Agreement, and from then on, at least thirty (30) days before the expiration of any such policy, you agree to deliver to us certificates of insurance evidencing the proper coverage with limits not less than those required under this Agreement.", "probability": 0.023386755533791083 }, { "score": 12.043323516845703, "text": "In connection with all significant construction, reconstruction, or remodeling of the Franchised Business during the term of this Agreement, you agree to require the general contractor, its subcontractors, and any other contractor, to effect and maintain at general contractor's and all other contractor's own expense, such insurance policies and bonds with such endorsements as are set forth in the Manual, all written by insurance or bonding companies that we have approved, having a rating as set forth in Section 15.1 above.", "probability": 0.02250545592065365 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Covenant Not To Sue": [ { "score": 14.013777732849121, "text": "Neither you nor any of your owners, principals, or other persons acting on your behalf will directly or indirectly contest the validity or our ownership of the Proprietary Marks, nor will you, directly or indirectly, seek to register the Proprietary Marks with any government agency (unless we have given you our express prior written consent to do so).", "probability": 0.42369231659196865 }, { "score": 13.588499069213867, "text": "Neither you nor any of your owners, principals, or other persons acting on your behalf will directly or indirectly contest the validity or our ownership of the Proprietary Marks, nor will you, directly or indirectly, seek to register the Proprietary Marks with any government agency (unless we have given you our express prior written consent to do so).", "probability": 0.27692005647699225 }, { "text": "", "score": 12.092719078063965, "probability": 0.06205051855130179 }, { "score": 11.529559135437012, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "probability": 0.03533199495095237 }, { "score": 11.321081161499023, "text": "Neither you nor any of your owners, principals, or other persons acting on your behalf will directly or indirectly contest the validity or our ownership of the Proprietary Marks,", "probability": 0.02868318182987213 }, { "score": 11.230144500732422, "text": "If you make any unauthorized or improper use of the Proprietary Marks, or if you or any of your Principals use the Proprietary Marks in a manner that we do not permit (whether under this Agreement and/or otherwise) or that is inconsistent with our direction, or if you or any of your Principals directly or indirectly contest the validity of our ownership of the Proprietary Marks, our right to use and to license others to use the Proprietary Marks, or seek to (or actually do) register any of our Proprietary Marks with any agency (public or private) for any purpose without our prior written consent to do so.", "probability": 0.02618991181202021 }, { "score": 10.965846061706543, "text": "Neither you nor any of your owners, principals, or other persons acting on your behalf will directly or indirectly contest the validity or our ownership of the Proprietary Marks,", "probability": 0.020107157621520735 }, { "score": 10.886301040649414, "text": "The transferor must have executed a general release, in a form satisfactory to us, of any and all claims against us and our affiliates, successors, and assigns, and their respective officers, directors, members, managers, shareholders, partners, agents, representatives, servants, and employees in their corporate and individual capacities including, without limitation, claims arising under this Agreement, any other agreement between you and us, and/or our respective affiliates, and federal, state, and local laws and rules.", "probability": 0.018569692777261705 }, { "score": 10.462224006652832, "text": "Each party to this agreement agrees that any and all claims and actions arising out of or relating to this agreement, the parties' relationship, and/or your operation of the franchised business, brought by any party hereto against the other, shall be commenced within one (1) year from the occurrence of the facts giving rise to such claim or action, or, it is expressly acknowledged and agreed by all parties, such claim or action shall be irrevocably barred; provided, however, that the time limit for filing claims contained in this Section 27.7 shall not apply FDD Exhibit H-5\n\n\n\n\n\nto claims or actions arising under the Illinois Franchise Disclosure Act.", "probability": 0.012151514317382199 }, { "score": 10.405068397521973, "text": "rules, excluding only such claims as Franchisee may have under the Minnesota Franchises Law and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce.", "probability": 0.011476462376731946 }, { "score": 10.392159461975098, "text": "Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:", "probability": 0.011329265584630228 }, { "score": 10.390274047851562, "text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:\n\nPage 49 of 80\n\n\n\n\n\n19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "probability": 0.011307925351198105 }, { "score": 10.320574760437012, "text": "EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.", "probability": 0.010546610735189844 }, { "score": 10.107885360717773, "text": "You agree to sign and deliver to us a release, in a form that we will provide (which will be a mutual release with limited exclusions), which will release all claims against us and our affiliates, and our respective officers, directors, members, managers, agents, and employees.", "probability": 0.008525955945569716 }, { "score": 10.094873428344727, "text": "A franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.", "probability": 0.008415735429460027 }, { "score": 10.080223083496094, "text": "If there is a bona fide dispute as to your liability for taxes assessed or other indebtedness, you may contest the validity or the amount of the tax or indebtedness in accordance with procedures of the taxing authority or applicable law; however, in no event will you permit a tax sale or seizure by levy of execution or similar writ or warrant, or attachment by a creditor, to occur against the premises of the Franchised Business, or any improvements thereon.", "probability": 0.008293340754510891 }, { "score": 9.988648414611816, "text": "The Franchise Agreement contains a covenant not to compete which extends beyond the termination of the franchise.", "probability": 0.007567616867628496 }, { "score": 9.945789337158203, "text": "9.3.3 Neither you nor any of your owners, principals, or other persons acting on your behalf will directly or indirectly contest the validity or our ownership of the Proprietary Marks, nor will you, directly or indirectly, seek to register the Proprietary Marks with any government agency (unless we have given you our express prior written consent to do so).", "probability": 0.007250128027680652 }, { "score": 9.801076889038086, "text": "The transferor must have executed a general release, in a form satisfactory to us, of any and all claims against us and our affiliates, successors, and assigns, and their respective officers, directors, members, managers, shareholders, partners, agents, representatives, servants, and employees in their corporate and individual capacities including, without limitation, claims arising under this Agreement, any other agreement between you and us, and/or our respective affiliates, and federal, state, and local laws and FDD Exhibit H-16\n\n\n\n\n\nrules, excluding only such claims as Franchisee may have under the Minnesota Franchises Law and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce.", "probability": 0.006273326019207192 }, { "score": 9.635733604431152, "text": "Without affecting the obligations of the undersigned persons under this Guarantee, Franchisor may, without notice to the undersigned, extend, modify, or release any indebtedness or obligation of Franchisee, or settle, adjust, or compromise any claims against Franchisee.", "probability": 0.0053172879789209395 } ], "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Third Party Beneficiary": [ { "score": 13.366523742675781, "text": "Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this Agreement with the right to enforce it, independently or jointly with Franchisee.", "probability": 0.21733754005326197 }, { "score": 13.352355003356934, "text": "Franchisor, along with its successors and assigns, is an intended third party beneficiary of the provisions of this Addendum.", "probability": 0.21427985403527813 }, { "score": 13.09753704071045, "text": "Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this Agreement with the right to enforce it, independently or jointly with Franchisee.", "probability": 0.16607922394346358 }, { "score": 12.851181030273438, "text": "Franchisor, along with its successors and assigns, is an intended third party beneficiary of the provisions of this Addendum.", "probability": 0.12981481264402592 }, { "score": 12.8115816116333, "text": "Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this Agreement with the right to enforce it, independently or jointly with Franchisee.", "probability": 0.12477467343260377 }, { "text": "", "score": 12.05732536315918, "probability": 0.05868905480854541 }, { "score": 11.641419410705566, "text": "Such covenants must be on a form that we provide, which form will, among other things, designate us as a third party beneficiary of such covenants with the independent right to enforce them.", "probability": 0.03871965286769237 }, { "score": 11.037703514099121, "text": "Such covenants must be on a form that we provide, which form will, among other things, designate us as a third party beneficiary of such covenants with the independent right to enforce them.", "probability": 0.02117098052017057 }, { "score": 10.302072525024414, "text": "13. Franchisor, along with its successors and assigns, is an intended third party beneficiary of the provisions of this Addendum.", "probability": 0.010145197202611483 }, { "score": 9.564229011535645, "text": "otherwise inure to our benefit.", "probability": 0.00485086431332168 }, { "score": 9.247954368591309, "text": "Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this Agreement with the right to enforce it, independently or jointly with Franchisee", "probability": 0.0035355973088981043 }, { "score": 9.236144065856934, "text": "Section 19.3.3 above will not apply to your ownership of less than five percent (5%) beneficial interest in the outstanding equity securities of any publicly-held", "probability": 0.003494086444773946 }, { "score": 8.564697265625, "text": "otherwise inure to our benefit.", "probability": 0.001785369063447087 }, { "score": 8.512740135192871, "text": "Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this Agreement with the right to enforce it, independently or jointly with Franchisee", "probability": 0.0016949750511890808 }, { "score": 8.111807823181152, "text": "13. 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(a) The Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b).", "probability": 1.4252706876594151e-05 }, { "score": 4.702130317687988, "text": "Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b).", "probability": 1.1187067137733115e-05 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Renewal Term": [ { "text": "", "score": 11.384485244750977, "probability": 0.9997334729253284 }, { "score": 2.2714169025421143, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 0.00011018663976932483 }, { "score": 1.7970517873764038, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 6.856694299086098e-05 }, { "score": 1.0022581815719604, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 3.096993614614528e-05 }, { "score": 0.34264594316482544, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 1.601306087254974e-05 }, { "score": -0.5004613399505615, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 6.891559560122308e-06 }, { "score": -0.5611112117767334, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 6.486009929763007e-06 }, { "score": -0.8847243785858154, "text": "substitute comparable projects,", "probability": 4.692823242496897e-06 }, { "score": -0.9718453884124756, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 4.3012830512414334e-06 }, { "score": -1.450258493423462, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to", "probability": 2.665789488778601e-06 }, { "score": -1.6215548515319824, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 2.2461191372115052e-06 }, { "score": -1.6223617792129517, "text": "Each party agrees that, during the Term and for two (2) years thereafter", "probability": 2.244307412568623e-06 }, { "score": -1.639787197113037, "text": "(b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 2.2055381840154697e-06 }, { "score": -1.661354422569275, "text": "Notwithstanding the foregoing, Confidential Information does not include information that: (a) is in or enters the public domain without breach of this Agreement; (b) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) the receiving party rightfully knew prior to receiving such information from the disclosing party; or (d) the receiving party develops entirely independently of, and without any access or reference to or use of, any Confidential Information communicated to the receiving party by the disclosing party. (b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 2.1584801246910727e-06 }, { "score": -1.8046209812164307, "text": "substitute", "probability": 1.8703728002085462e-06 }, { "score": -2.1287953853607178, "text": "substitute comparable projects, to be mutually approved", "probability": 1.352511676879113e-06 }, { "score": -2.312847375869751, "text": "substitute comparable projects, to", "probability": 1.125144390739108e-06 }, { "score": -2.4749720096588135, "text": "substitute comparable projects,", "probability": 9.567499001454282e-07 }, { "score": -2.5290703773498535, "text": ":", "probability": 9.063664117337735e-07 }, { "score": -2.805540084838867, "text": "The Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b).", "probability": 6.874395818663112e-07 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.767721176147461, "probability": 0.9998559770755608 }, { "score": 2.60211181640625, "text": "This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 0.00010455959175781624 }, { "score": 0.30273759365081787, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.", "probability": 1.0489585860485822e-05 }, { "score": -0.026024892926216125, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 7.550550357171767e-06 }, { "score": -0.5707934498786926, "text": "(b) This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 4.379137988064122e-06 }, { "score": -0.8777415156364441, "text": "The Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b). (b) This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 3.221682803685696e-06 }, { "score": -1.340430736541748, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 2.0283336866831237e-06 }, { "score": -1.4043478965759277, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 1.9027447556073108e-06 }, { "score": -1.473249077796936, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement:", "probability": 1.7760579449932725e-06 }, { "score": -1.7211270332336426, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 1.386133636965118e-06 }, { "score": -1.7640835046768188, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 1.3278509971835646e-06 }, { "score": -1.9456533193588257, "text": "(a) The Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b). (b) This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 1.1073746449880253e-06 }, { "score": -2.3163397312164307, "text": "6. Expansion of Licensee's VOD Services. Licensor will use its partners and media channels to expand distribution of Licensee's VOD services to more cable MSOs and all other platforms for which Licensee is permitted to distribute the Titles under Section 2(a)(i). 7. Term and Termination. (a) The Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b). (b) This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 7.64376826739455e-07 }, { "score": -2.6224417686462402, "text": "Licensee's VOD Services. Licensor will use its partners and media channels to expand distribution of Licensee's VOD services to more cable MSOs and all other platforms for which Licensee is permitted to distribute the Titles under Section 2(a)(i). 7. Term and Termination. (a) The Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b). (b) This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 5.628194358545314e-07 }, { "score": -2.6563880443573, "text": "5. Additional Titles. If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement. Licensor will deliver each Additional Title in accordance with Section 4(a). Unless otherwise expressly stated in such an amendment, each Additional Title listed in such an amendment will be deemed a \"Title\" and Schedule A will be deemed amended to include such Additional Title. 6. Expansion of Licensee's VOD Services. Licensor will use its partners and media channels to expand distribution of Licensee's VOD services to more cable MSOs and all other platforms for which Licensee is permitted to distribute the Titles under Section 2(a)(i). 7. Term and Termination. (a) The Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b). (b) This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 5.440344560323475e-07 }, { "score": -2.6710314750671387, "text": "This Agreement may be terminated at any time by either party,", "probability": 5.361259701716219e-07 }, { "score": -2.6829090118408203, "text": "12. Representations and Warranties. (a) Licensor represents and warrants that:", "probability": 5.297957821854395e-07 }, { "score": -2.771777629852295, "text": "This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party: (i) becomes insolvent;", "probability": 4.847450088104856e-07 }, { "score": -2.8594465255737305, "text": "This", "probability": 4.4405751926176645e-07 }, { "score": -2.8964526653289795, "text": "(a) Confidential Information. \"Confidential Information\" means all non-public information about the disclosing party's business or activities that is marked or designated by such party as \"confidential\" or \"proprietary\" at the time of disclosure or that reasonably would be understood to be confidential given the circumstances of disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is in or enters the public domain without breach of this Agreement; (b) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) the receiving party rightfully knew prior to receiving such information from the disclosing party; or (d) the receiving party develops entirely independently of, and without any access or reference to or use of, any Confidential Information communicated to the receiving party by the disclosing party. (b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 4.2792500667199537e-07 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Governing Law": [ { "score": 15.40190601348877, "text": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles.", "probability": 0.8553278254881347 }, { "score": 12.781754493713379, "text": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles. (b) Dispute Resolution. Any dispute, controversy and/or difference which may arise out of or in connection with or in relation to this Agreement, shall be solely and finally settled by binding arbitration pursuant to then-current rules of the International Chamber of Commerce. Such arbitration shall be held in New York, New York. The merits of the dispute shall be resolved in accordance with the laws of the State of New York, without reference to its choice of law rules.", "probability": 0.062260879882229773 }, { "score": 12.27946662902832, "text": "The merits of the dispute shall be resolved in accordance with the laws of the State of New York, without reference to its choice of law rules.", "probability": 0.037676834368823645 }, { "text": "", "score": 12.156014442443848, "probability": 0.03330119379448677 }, { "score": 11.003900527954102, "text": "The merits of the dispute shall be resolved in accordance with the laws of the State of New York, without reference to its choice of law rules.", "probability": 0.01052211603967317 }, { "score": 6.734176158905029, "text": "(a) Governing Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles.", "probability": 0.0001471585006289583 }, { "score": 6.703654766082764, "text": "Governing Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles.", "probability": 0.0001427348693180751 }, { "score": 6.43996524810791, "text": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles. (b) Dispute Resolution. Any dispute, controversy and/or difference which may arise out of or in connection with or in relation to this Agreement, shall be solely and finally settled by binding arbitration pursuant to then-current rules of the International Chamber of Commerce. Such arbitration shall be held in New York, New York.", "probability": 0.00010965064209149069 }, { "score": 6.405261039733887, "text": ".", "probability": 0.00010591057672861835 }, { "score": 6.1228485107421875, "text": "This", "probability": 7.985261262674794e-05 }, { "score": 5.726437568664551, "text": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles", "probability": 5.371926294387394e-05 }, { "score": 5.693924903869629, "text": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles. (b) Dispute Resolution. Any dispute, controversy and/or difference which may arise out of or in connection with or in relation to this Agreement, shall be solely and finally settled by binding arbitration pursuant to then-current rules of the International Chamber of Commerce. Such arbitration shall be held in New York, New York", "probability": 5.2000793934499595e-05 }, { "score": 5.428356170654297, "text": "Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles.", "probability": 3.987263516823995e-05 }, { "score": 5.33930778503418, "text": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles. (b) Dispute Resolution. Any dispute, controversy and/or difference which may arise out of or in connection with or in relation to this Agreement, shall be solely and finally settled by binding arbitration pursuant to then-current rules of the International Chamber of Commerce. Such arbitration shall be held in New York, New York. The", "probability": 3.647553885614831e-05 }, { "score": 5.16315221786499, "text": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York,", "probability": 3.058428455599959e-05 }, { "score": 5.077315330505371, "text": "Such arbitration shall be held in New York, New York. The merits of the dispute shall be resolved in accordance with the laws of the State of New York, without reference to its choice of law rules.", "probability": 2.8068541035048885e-05 }, { "score": 5.07655143737793, "text": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York", "probability": 2.804710785682592e-05 }, { "score": 5.024048805236816, "text": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles. (b) Dispute Resolution. Any dispute, controversy and/or difference which may arise out of or in connection with or in relation to this Agreement, shall be solely and finally settled by binding arbitration pursuant to then-current rules of the International Chamber of Commerce. Such arbitration shall be held in New York, New York. The merits of the dispute shall be resolved in accordance with the laws of the State of New York, without reference to its choice of law rules", "probability": 2.6612549434989705e-05 }, { "score": 4.478515148162842, "text": "The", "probability": 1.5422835421856248e-05 }, { "score": 4.453357696533203, "text": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles. (b) Dispute Resolution. Any dispute, controversy and/or difference which may arise out of or in connection with or in relation to this Agreement, shall be solely and finally settled by binding arbitration pursuant to then-current rules of the International Chamber of Commerce.", "probability": 1.5039676050580463e-05 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Most Favored Nation": [ { "text": "", "score": 12.043722152709961, "probability": 0.9139995111286294 }, { "score": 8.770387649536133, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A.", "probability": 0.034622215185242305 }, { "score": 8.255496978759766, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor).", "probability": 0.02068905595496571 }, { "score": 7.28046989440918, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 0.007803542351914276 }, { "score": 7.035742282867432, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will", "probability": 0.006109531952565899 }, { "score": 6.48128604888916, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title.", "probability": 0.0035092204990197595 }, { "score": 6.42160701751709, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 0.003305920332945778 }, { "score": 6.080426216125488, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.002350279130407745 }, { "score": 5.966617584228516, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement.", "probability": 0.002097456600537709 }, { "score": 5.694013595581055, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A", "probability": 0.001596991392547757 }, { "score": 4.947686195373535, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will\n\n", "probability": 0.0007571408944377485 }, { "score": 4.936004638671875, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d).", "probability": 0.0007483477688372341 }, { "score": 4.560436725616455, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor", "probability": 0.0005140393857397818 }, { "score": 4.427385330200195, "text": "Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title.", "probability": 0.0004500004096314984 }, { "score": 4.048781871795654, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.0003081679833092696 }, { "score": 3.9127166271209717, "text": "Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement.", "probability": 0.0002689646047197807 }, { "score": 3.85957407951355, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 0.00025504429663581976 }, { "score": 3.844334125518799, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor", "probability": 0.00025118690121124845 }, { "score": 3.6021859645843506, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.00019716661396205072 }, { "score": 3.4314286708831787, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement. Licensor will deliver each Additional Title in accordance with Section 4(a). Unless otherwise expressly stated in such an amendment, each Additional Title listed in such an amendment will be deemed a \"Title\" and Schedule A will be deemed amended to include such Additional Title.", "probability": 0.00016621661273923802 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Compete": [ { "text": "", "score": 11.882342338562012, "probability": 0.6717086131627895 }, { "score": 10.475893020629883, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.1645764686467954 }, { "score": 10.374242782592773, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.1486694045075459 }, { "score": 7.052072525024414, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.005363167873018434 }, { "score": 6.250434875488281, "text": "including without limitation, improper venue or forum non conveniens. The parties and the arbitration panel shall be bound to maintain the confidentiality of this Agreement, the dispute and any award, except to the extent necessary to enforce any such award. The prevailing party, if a party is so designated in the arbitration award, shall be entitled to recover from the other party its costs and fees, including attorneys' fees, associated with such arbitration. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence. Notwithstanding anything to the contrary herein, each party shall be entitled, at any time, without first resorting to the dispute resolution process set forth above, to seek injunctive or other equitable relief from any court of competent jurisdiction, wherever such party deems appropriate, in order to preserve or enforce such party's rights hereunder. (c) Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.002405883442939391 }, { "score": 5.942702293395996, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party", "probability": 0.0017685934858976623 }, { "score": 5.797989845275879, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.0015303127738051105 }, { "score": 5.5243306159973145, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party", "probability": 0.001163942457042723 }, { "score": 4.604636192321777, "text": "Licensee from entering into any similar agreements with any third party.", "probability": 0.00046399499608269296 }, { "score": 4.254185676574707, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 0.0003268244746843273 }, { "score": 4.179614543914795, "text": "substitute comparable projects,", "probability": 0.0003033393420056959 }, { "score": 4.08143424987793, "text": "Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 0.00027497270148712946 }, { "score": 4.078657150268555, "text": "Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 0.00027421013425791234 }, { "score": 4.03453254699707, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 0.0002623737784892842 }, { "score": 3.7127010822296143, "text": "Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d).", "probability": 0.00019017385075465463 }, { "score": 3.6716785430908203, "text": "(c) Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.00018253028758681247 }, { "score": 3.4494552612304688, "text": "Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will", "probability": 0.00014615867356053682 }, { "score": 3.4025535583496094, "text": "If for any reason the A6 projects do not get produced, SSS will", "probability": 0.00013946185651761813 }, { "score": 3.3752870559692383, "text": "If for any reason the A6 projects do not get produced, SSS will", "probability": 0.00013571059378924118 }, { "score": 3.1997580528259277, "text": "Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will", "probability": 0.00011386296095012575 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Exclusivity": [ { "text": "", "score": 12.153005599975586, "probability": 0.9027515155647371 }, { "score": 9.552345275878906, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.06700632479698265 }, { "score": 8.560317039489746, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.024847540616784188 }, { "score": 5.599152565002441, "text": "Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d).", "probability": 0.0012860741763026122 }, { "score": 5.295222759246826, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party", "probability": 0.0009490104187776928 }, { "score": 5.097970485687256, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party", "probability": 0.0007791218901692893 }, { "score": 4.434187412261963, "text": "Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.000401169660063437 }, { "score": 4.339909553527832, "text": "Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.00036507637253674786 }, { "score": 4.255022048950195, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d).", "probability": 0.0003353648578090723 }, { "score": 3.808932065963745, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 0.0002146758216484448 }, { "score": 3.614767074584961, "text": "(c) Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.0001767902660798983 }, { "score": 3.46492862701416, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.000152189376746886 }, { "score": 3.405763864517212, "text": "Licensee from entering into any similar agreements with any third party.", "probability": 0.00014344631913221865 }, { "score": 3.400535821914673, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A.", "probability": 0.00014269833262098137 }, { "score": 3.360913038253784, "text": "(c) Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.00013715477823342278 }, { "score": 2.923452138900757, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A.", "probability": 8.855724303675564e-05 }, { "score": 2.6374621391296387, "text": "Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will", "probability": 6.653041138085195e-05 }, { "score": 2.4828720092773438, "text": "Licensee from entering into any similar agreements with any third party.", "probability": 5.70010122968728e-05 }, { "score": 2.3634588718414307, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d).", "probability": 5.0585040476987116e-05 }, { "score": 2.335148572921753, "text": "Nothing", "probability": 4.917304418393645e-05 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.117067337036133, "probability": 0.9137112175075282 }, { "score": 9.639389991760254, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.07669505402912193 }, { "score": 7.135009765625, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 0.0062679979380673165 }, { "score": 5.772474765777588, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 0.0016046762064250676 }, { "score": 4.61663818359375, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party", "probability": 0.0005051425630389551 }, { "score": 4.409261703491211, "text": "Licensee from entering into any similar agreements with any third party.", "probability": 0.00041053624197148823 }, { "score": 4.017232418060303, "text": "(b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 0.0002773929039403946 }, { "score": 3.5781030654907227, "text": "(c) Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.00017880674296843745 }, { "score": 3.0959300994873047, "text": "Each party agrees that", "probability": 0.00011040248121636358 }, { "score": 2.3143129348754883, "text": "Nothing", "probability": 5.052738384972651e-05 }, { "score": 2.002173900604248, "text": "Each party agrees that, during the Term and for two (2) years thereafter", "probability": 3.6979969807111014e-05 }, { "score": 1.905731439590454, "text": "Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 3.358011070773716e-05 }, { "score": 1.8458285331726074, "text": "Nothing in this Agreement limits or restricts Licensee", "probability": 3.16276279890014e-05 }, { "score": 1.5254206657409668, "text": "Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 2.295700628417131e-05 }, { "score": 1.3385982513427734, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 1.9044926873077586e-05 }, { "score": 1.1672818660736084, "text": "(b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 1.604639758679556e-05 }, { "score": 0.5439009666442871, "text": ".", "probability": 8.602935442419287e-06 }, { "score": 0.35752391815185547, "text": "during the Term and for two (2) years thereafter:", "probability": 7.140097466587562e-06 }, { "score": 0.23961687088012695, "text": "Each", "probability": 6.3459662813049715e-06 }, { "score": 0.17029666900634766, "text": "2) years thereafter:", "probability": 5.920963434064075e-06 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Competitive Restriction Exception": [ { "score": 12.76253890991211, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.3576394341289378 }, { "score": 12.422134399414062, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.25445418525256797 }, { "text": "", "score": 11.82373046875, "probability": 0.1398704826468908 }, { "score": 11.792579650878906, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.1355805668060301 }, { "score": 9.978876113891602, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d).", "probability": 0.022106297343618117 }, { "score": 9.82713794708252, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A.", "probability": 0.018994022963361272 }, { "score": 9.81102466583252, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.01869041952198654 }, { "score": 9.082192420959473, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.00901760540510199 }, { "score": 9.029215812683105, "text": "except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.008552316777741771 }, { "score": 8.802851676940918, "text": "Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d).", "probability": 0.006819854099955752 }, { "score": 8.408929824829102, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party", "probability": 0.004599355691163476 }, { "score": 8.211488723754883, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party", "probability": 0.0037752821645058382 }, { "score": 8.060284614562988, "text": "(c) Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.0032455051758913636 }, { "score": 7.954899787902832, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will", "probability": 0.002920883647829895 }, { "score": 7.950080871582031, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.0029068420138506222 }, { "score": 7.920547962188721, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD", "probability": 0.0028222497876156947 }, { "score": 7.7895002365112305, "text": "Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.0024756095245066344 }, { "score": 7.639488220214844, "text": "Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.002130751260364202 }, { "score": 7.5167622566223145, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or edit the format of the Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the ability to use the Titles as permitted by law or in a manner for which a license is not required.", "probability": 0.0018846623088253486 }, { "score": 7.297553062438965, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to", "probability": 0.001513673479254454 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.182636260986328, "probability": 0.9994036955953485 }, { "score": 4.682312488555908, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 0.0005525756257824332 }, { "score": 0.9668952226638794, "text": "(b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 1.3452608629316299e-05 }, { "score": 0.18197083473205566, "text": "Notwithstanding the foregoing, Confidential Information does not include information that: (a) is in or enters the public domain without breach of this Agreement; (b) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) the receiving party rightfully knew prior to receiving such information from the disclosing party; or (d) the receiving party develops entirely independently of, and without any access or reference to or use of, any Confidential Information communicated to the receiving party by the disclosing party. (b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 6.136463809421379e-06 }, { "score": -0.3517131805419922, "text": "Each party agrees that", "probability": 3.5986710846929696e-06 }, { "score": -0.585413932800293, "text": "Each party agrees that, during the Term and for two (2) years thereafter: (i) it will not disclose to any third party any Confidential Information disclosed to it by the other party except as expressly permitted in this Agreement; (ii) it will only permit access to Confidential Information of the disclosing party to those of its employees or authorized representatives or advisors (including, without limitation, the receiving party's auditors, accountants, and attorneys) having a need to know and who, prior to obtaining such access, are legally bound to protect the disclosing party's Confidential Information at least to the same extent as set forth herein;", "probability": 2.8487032248635295e-06 }, { "score": -0.6616623401641846, "text": "Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 2.6395685467713405e-06 }, { "score": -0.7462882995605469, "text": "Each party agrees that, during the Term and for two (2) years thereafter", "probability": 2.4253831578674713e-06 }, { "score": -0.9522488117218018, "text": ":", "probability": 1.973934981419361e-06 }, { "score": -1.1401112079620361, "text": "during the Term and for two (2) years thereafter:", "probability": 1.6358566412628314e-06 }, { "score": -1.145951747894287, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 1.6263302020807274e-06 }, { "score": -1.3293583393096924, "text": "two (2) years thereafter:", "probability": 1.3538054454156522e-06 }, { "score": -1.503267526626587, "text": "2) years thereafter:", "probability": 1.137701828880379e-06 }, { "score": -1.6616733074188232, "text": "Each", "probability": 9.710323523024883e-07 }, { "score": -1.74800705909729, "text": "Each party agrees that, during the Term", "probability": 8.907163571076256e-07 }, { "score": -1.944494605064392, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 7.318228588952903e-07 }, { "score": -2.115913152694702, "text": ", during the Term and for two (2) years thereafter:", "probability": 6.165379889116221e-07 }, { "score": -2.117417097091675, "text": "(2) years thereafter:", "probability": 6.156114469661028e-07 }, { "score": -2.136592149734497, "text": "Each party agrees that, during the Term and for two (2) years thereafter: (i) it will not disclose to any third party any Confidential Information disclosed to it by the other party except as expressly permitted in this Agreement;", "probability": 6.039195199619284e-07 }, { "score": -2.3870646953582764, "text": "Term and for two (2) years thereafter:", "probability": 4.701107937641823e-07 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Disparagement": [ { "text": "", "score": 11.60696792602539, "probability": 0.5105549462047307 }, { "score": 10.620645523071289, "text": "The Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous;", "probability": 0.19040928006245378 }, { "score": 10.061115264892578, "text": "The Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous; and", "probability": 0.10881460938190132 }, { "score": 9.536335945129395, "text": "Should Licensor find objectionable any use of the Licensor Marks by Licensee, Licensor shall have the right to revoke, with respect to the objectionable use, the rights granted to Licensee under this Agreement to use the Licensor Marks, and Licensee shall promptly cease using the Licensor Marks in the manner found objectionable by Licensor.", "probability": 0.06438407262610828 }, { "score": 9.167145729064941, "text": "The Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous", "probability": 0.0445083168398503 }, { "score": 8.333026885986328, "text": "Should Licensor find objectionable any use of the Licensor Marks by Licensee, Licensor shall have the right to revoke, with respect to the objectionable use, the rights granted to Licensee under this Agreement to use the Licensor Marks, and Licensee shall promptly cease using the Licensor Marks in the manner found objectionable by Licensor.\n\n 6\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n 12. Representations and Warranties. (a) Licensor represents and warrants that: i. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Licensor and this Agreement constitutes a valid and legally binding agreement of Licensor enforceable against Licensor in accordance with its terms; ii. It will not take or authorize any action, or fail to take any action, by which any of the rights in any Title granted herein may be impaired in any way;", "probability": 0.019328046428926257 }, { "score": 8.241077423095703, "text": "The Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous;", "probability": 0.017630101630331362 }, { "score": 7.852919578552246, "text": "The Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous; and", "probability": 0.011958590811728948 }, { "score": 7.58514404296875, "text": "In addition, should Licensee deem any aspect of any Title as either inappropriate or otherwise objectionable or undesirable (whether for editorial, legal, business or other reasons), Licensee reserves the right, but does not assume the obligation, to discontinue distribution of such Title, without liability and without limiting any rights or remedies to which Licensee may be entitled, whether under this Agreement, at law, or in equity.", "probability": 0.009149272618583967 }, { "score": 7.295210838317871, "text": "The Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous; and x. To the extent that any Title makes any claims or renders any instruction or advice, such claim, instruction or advice shall comply with all federal, state and\n\n 7\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n other applicable laws and regulations and shall cause no harm to any person or entity following or acting in accordance with such instruction or advice.", "probability": 0.006846524671063239 }, { "score": 6.641636371612549, "text": "other applicable laws and regulations and shall cause no harm to any person or entity following or acting in accordance with such instruction or advice.", "probability": 0.0035614462399134145 }, { "score": 6.5127177238464355, "text": "In addition, should Licensee deem any aspect of any Title as either inappropriate or otherwise objectionable or undesirable (whether for editorial, legal, business or other reasons), Licensee reserves the right, but does not assume the obligation, to discontinue distribution of such Title, without liability and without limiting any rights or remedies to which Licensee may be entitled, whether under this Agreement, at law, or in equity.", "probability": 0.0031306732014732015 }, { "score": 6.120847225189209, "text": "Should Licensor find objectionable any use of the Licensor Marks by Licensee, Licensor shall have the right to revoke, with respect to the objectionable use, the rights granted to Licensee under this Agreement to use the Licensor Marks, and Licensee shall promptly cease using the Licensor Marks in the manner found objectionable by Licensor", "probability": 0.002115682727715982 }, { "score": 6.110881805419922, "text": "It will not take or authorize any action, or fail to take any action, by which any of the rights in any Title granted herein may be impaired in any way;", "probability": 0.002094703766928329 }, { "score": 5.507442474365234, "text": "The Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous; and x. To the extent that any Title makes any claims or renders any instruction or advice, such claim, instruction or advice shall comply with all federal, state and\n\n 7\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n other applicable laws and regulations and shall cause no harm to any person or entity following or acting in accordance with such instruction or advice. (b) Licensee represents and warrants that:", "probability": 0.0011456507455480892 }, { "score": 5.331948280334473, "text": "The Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous; and x. To the extent that any Title makes any claims or renders any instruction or advice, such claim, instruction or advice shall comply with all federal, state and", "probability": 0.0009612494005827557 }, { "score": 5.284462928771973, "text": "Should Licensor find objectionable any use of the Licensor Marks by Licensee, Licensor shall have the right to revoke, with respect to the objectionable use, the rights granted to Licensee under this Agreement to use the Licensor Marks, and Licensee shall promptly cease using the Licensor Marks in the manner found objectionable by Licensor.\n\n 6\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n 12. Representations and Warranties. (a) Licensor represents and warrants that:", "probability": 0.0009166709233865567 }, { "score": 5.272991180419922, "text": "Licensee shall promptly cease using the Licensor Marks in the manner found objectionable by Licensor.", "probability": 0.0009062151926528735 }, { "score": 5.210292339324951, "text": "The Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous", "probability": 0.0008511411310364388 }, { "score": 5.06059455871582, "text": "To the extent that any Title makes any claims or renders any instruction or advice, such claim, instruction or advice shall comply with all federal, state and\n\n 7\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n other applicable laws and regulations and shall cause no harm to any person or entity following or acting in accordance with such instruction or advice.", "probability": 0.0007328053950840452 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Termination For Convenience": [ { "text": "", "score": 11.669435501098633, "probability": 0.9753152942691085 }, { "score": 7.820265769958496, "text": "This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 0.02077169133738492 }, { "score": 5.433838844299316, "text": "This Agreement may be terminated at any time by either party, effective immediately upon written notice,", "probability": 0.0019101163198714617 }, { "score": 4.248664379119873, "text": "(b) This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 0.0005839088865431143 }, { "score": 3.613225221633911, "text": "This Agreement may be terminated at any time by either party, effective immediately upon written notice, if", "probability": 0.0003092981804819585 }, { "score": 3.1272189617156982, "text": "This Agreement may be terminated at any time by either party", "probability": 0.0001902424929434551 }, { "score": 3.069236993789673, "text": "This Agreement may be terminated at any time", "probability": 0.00017952555565525012 }, { "score": 2.726504325866699, "text": "This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party", "probability": 0.00012743225642117455 }, { "score": 2.6629626750946045, "text": "This Agreement may be terminated at any time by either party,", "probability": 0.00011958689362517595 }, { "score": 2.332385540008545, "text": "This Agreement may be terminated at any time by either party, effective immediately upon written notice", "probability": 8.592425182127955e-05 }, { "score": 2.32624888420105, "text": "Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement. Licensor will deliver each Additional Title in accordance with Section 4(a). Unless otherwise expressly stated in such an amendment, each Additional Title listed in such an amendment will be deemed a \"Title\" and Schedule A will be deemed amended to include such Additional Title. 6. Expansion of Licensee's VOD Services. Licensor will use its partners and media channels to expand distribution of Licensee's VOD services to more cable MSOs and all other platforms for which Licensee is permitted to distribute the Titles under Section 2(a)(i). 7. Term and Termination. (a) The Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b). (b) This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 8.539857884905696e-05 }, { "score": 1.8622373342514038, "text": "(b) This Agreement may be terminated at any time by either party, effective immediately upon written notice,", "probability": 5.36948938066706e-05 }, { "score": 1.7535996437072754, "text": "This", "probability": 4.816729284540703e-05 }, { "score": 1.5517492294311523, "text": "This Agreement may be terminated at any time by", "probability": 3.936313839987144e-05 }, { "score": 1.5494730472564697, "text": "This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party:", "probability": 3.927364261889661e-05 }, { "score": 1.4747658967971802, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 3.6446537913274615e-05 }, { "score": 1.3206472396850586, "text": "This Agreement may be terminated", "probability": 3.124089004205422e-05 }, { "score": 1.128678560256958, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 2.5784128690510565e-05 }, { "score": 1.0704784393310547, "text": "This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party: (i) becomes insolvent", "probability": 2.4326322990075878e-05 }, { "score": 1.0266914367675781, "text": "This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party: (i) becomes insolvent;", "probability": 2.3284129987981153e-05 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Rofr/Rofo/Rofn": [ { "score": 12.952241897583008, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor).", "probability": 0.3362552871885945 }, { "score": 12.291250228881836, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title.", "probability": 0.17362173327595723 }, { "text": "", "score": 12.249517440795898, "probability": 0.1665251248416788 }, { "score": 12.039064407348633, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement.", "probability": 0.1349215049526955 }, { "score": 11.390466690063477, "text": "Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title.", "probability": 0.07053404120503246 }, { "score": 11.138280868530273, "text": "Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement.", "probability": 0.05481202618022848 }, { "score": 10.775354385375977, "text": "Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement.", "probability": 0.03812930484674863 }, { "score": 9.387107849121094, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement", "probability": 0.00951373559345345 }, { "score": 8.486323356628418, "text": "Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement", "probability": 0.0038649630190043154 }, { "score": 8.40815544128418, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title", "probability": 0.0035743530633669794 }, { "score": 8.123396873474121, "text": "Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement", "probability": 0.002688613493113003 }, { "score": 8.017581939697266, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor", "probability": 0.002418652814380521 }, { "score": 7.50737190246582, "text": "Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title", "probability": 0.0014520852977095158 }, { "score": 6.382414817810059, "text": "Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement.", "probability": 0.00047144330643383387 }, { "score": 6.271058082580566, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement. Licensor will deliver each Additional Title in accordance with Section 4(a). Unless otherwise expressly stated in such an amendment, each Additional Title listed in such an amendment will be deemed a \"Title\" and Schedule A will be deemed amended to include such Additional Title.", "probability": 0.0004217623985049013 }, { "score": 5.4447784423828125, "text": "If", "probability": 0.0001845946755642086 }, { "score": 5.370274543762207, "text": "Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement. Licensor will deliver each Additional Title in accordance with Section 4(a). Unless otherwise expressly stated in such an amendment, each Additional Title listed in such an amendment will be deemed a \"Title\" and Schedule A will be deemed amended to include such Additional Title.", "probability": 0.0001713414895334278 }, { "score": 5.355255126953125, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement. Licensor will deliver each Additional Title in accordance with Section 4(a).", "probability": 0.0001687872697467431 }, { "score": 5.2388176918029785, "text": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "probability": 0.0001502351492066441 }, { "score": 5.017518043518066, "text": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Lic", "probability": 0.00012040993904684144 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Change Of Control": [ { "text": "", "score": 12.2299222946167, "probability": 0.9947536309746525 }, { "score": 6.920020580291748, "text": "\"Control,\" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.", "probability": 0.0049164827425018445 }, { "score": 2.843501091003418, "text": "If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such Title from Licensee's services.", "probability": 8.341508554208227e-05 }, { "score": 2.7970316410064697, "text": "\"Control,\" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity", "probability": 7.962751705911551e-05 }, { "score": 2.7377405166625977, "text": "\"Affiliate(s)\" shall mean an entity controlling, controlled by or under common control with a party. \"Control,\" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.", "probability": 7.504354915838407e-05 }, { "score": 1.7948873043060303, "text": "\"", "probability": 2.9230579022412234e-05 }, { "score": 1.058670997619629, "text": "\"Control,\"", "probability": 1.3999184549062353e-05 }, { "score": 0.856252133846283, "text": "Control,\" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.", "probability": 1.1433872452248301e-05 }, { "score": 0.8360964059829712, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 1.120572142951439e-05 }, { "score": 0.41971421241760254, "text": "If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such Title from Licensee's services", "probability": 7.389368634692052e-06 }, { "score": 0.01151992753148079, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 4.9128194906005124e-06 }, { "score": -0.8181650042533875, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or edit the format of the Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the ability to use the Titles as permitted by law or in a manner for which a license is not required. (d) Removal of Titles. If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such Title from Licensee's services.", "probability": 2.1429064880754457e-06 }, { "score": -0.9735170006752014, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or edit the format of the Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the ability to use the Titles as permitted by law or in a manner for which a license is not required. (d) Removal of Titles. If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such Title from Licensee's services.", "probability": 1.8345717639530319e-06 }, { "score": -0.979458749294281, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 1.8237035198697946e-06 }, { "score": -1.0576202869415283, "text": "\"Affiliate(s)\" shall mean an entity controlling, controlled by or under common control with a party.", "probability": 1.6865884109115743e-06 }, { "score": -1.193198323249817, "text": "(c) \"Affiliate(s)\" shall mean an entity controlling, controlled by or under common control with a party. \"Control,\" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.", "probability": 1.472747583416896e-06 }, { "score": -1.3391302824020386, "text": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement to any of its Affiliate or subsidiaries with the prior written consent of the Licensor, and (ii) Licensor may assign its rights and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any Affiliate of the party without the other party's approval.", "probability": 1.2727727666482299e-06 }, { "score": -1.3852486610412598, "text": "\"Affiliate(s)\" shall mean an entity controlling, controlled by or under common control with a party. \"Control,\" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity", "probability": 1.2154075136786677e-06 }, { "score": -1.3919485807418823, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 1.2072915992804026e-06 }, { "score": -1.6081147193908691, "text": "\"Control,\" for purposes of this definition,", "probability": 9.725958620094233e-07 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Anti-Assignment": [ { "score": 14.19890308380127, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.47974047454074353 }, { "score": 13.097139358520508, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.1594103275426815 }, { "score": 12.846875190734863, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.12411609611455747 }, { "score": 12.494792938232422, "text": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement to any of its Affiliate or subsidiaries with the prior written consent of the Licensor, and (ii) Licensor may assign its rights and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any Affiliate of the party without the other party's approval.", "probability": 0.08728120382198531 }, { "score": 12.23709487915039, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 0.06745340579418713 }, { "text": "", "score": 12.167337417602539, "probability": 0.06290839454860866 }, { "score": 9.635899543762207, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor", "probability": 0.005004020751626089 }, { "score": 9.369691848754883, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed", "probability": 0.0038344808136424797 }, { "score": 9.35366439819336, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed", "probability": 0.0037735137404405444 }, { "score": 9.103401184082031, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed", "probability": 0.0029380420200812844 }, { "score": 8.276272773742676, "text": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that", "probability": 0.0012848152961152932 }, { "score": 7.597029685974121, "text": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except", "probability": 0.0006514021287497533 }, { "score": 7.152029514312744, "text": "Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.0004174342259046318 }, { "score": 6.761890411376953, "text": "(h) Assignment. Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement to any of its Affiliate or subsidiaries with the prior written consent of the Licensor, and (ii) Licensor may assign its rights and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any Affiliate of the party without the other party's approval.", "probability": 0.0002825874008283709 }, { "score": 6.734761714935303, "text": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent,", "probability": 0.0002750242263924544 }, { "score": 6.449337005615234, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent,", "probability": 0.00020673431789089848 }, { "score": 5.993309020996094, "text": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement to any of its Affiliate or subsidiaries with the prior written consent of the Licensor, and (ii) Licensor may assign its rights and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any Affiliate of the party without the other party's approval", "probability": 0.00013102740447906342 }, { "score": 5.892562389373779, "text": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement to any of its Affiliate or subsidiaries with the prior written consent of the Licensor", "probability": 0.0001184700118743339 }, { "score": 5.6318278312683105, "text": "Neither", "probability": 9.127941585898668e-05 }, { "score": 5.515628814697266, "text": "Except", "probability": 8.126588335256636e-05 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Revenue/Profit Sharing": [ { "score": 12.717015266418457, "text": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "probability": 0.597659376454542 }, { "text": "", "score": 12.073657989501953, "probability": 0.3140850189218465 }, { "score": 10.524129867553711, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A.", "probability": 0.06669537353409595 }, { "score": 7.993699550628662, "text": "Such Advertising shall be determined by Licensee in its sole discretion and Licensee shall be entitled to retain all revenues resulting from the sale of Advertising. 10. Consideration. No royalty or fees of any kind shall be owed by Licensee under this Agreement. The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "probability": 0.00531060237948229 }, { "score": 7.867386341094971, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A", "probability": 0.004680439715174229 }, { "score": 7.856348037719727, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 0.004629059697475108 }, { "score": 7.388404846191406, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.002899129637210907 }, { "score": 6.116680145263672, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will", "probability": 0.0008127642929168239 }, { "score": 5.887299537658691, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.0006461686496600538 }, { "score": 5.706575393676758, "text": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor", "probability": 0.0005393347271684353 }, { "score": 5.625202178955078, "text": "No royalty or fees of any kind shall be owed by Licensee under this Agreement. The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "probability": 0.0004971854913963353 }, { "score": 5.385400772094727, "text": "The parties acknowledge and agree that Licensee's services may contain advertising, promotions and/or sponsorship material (collectively, \"Advertising\"). Such Advertising shall be determined by Licensee in its sole discretion and Licensee shall be entitled to retain all revenues resulting from the sale of Advertising. 10. Consideration. No royalty or fees of any kind shall be owed by Licensee under this Agreement. The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "probability": 0.00039117763713217816 }, { "score": 5.1024274826049805, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.0002947679634448641 }, { "score": 4.864537715911865, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.00023236251471215385 }, { "score": 4.656923294067383, "text": "The", "probability": 0.0001887992523521405 }, { "score": 4.135461807250977, "text": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will\n\n", "probability": 0.00011208111014211097 }, { "score": 3.9221160411834717, "text": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\"). 11. Use of Licensor Marks. Licensor hereby grants Licensee a non-exclusive license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, \"Licensor Marks\") in connection with the use of the Titles as set forth in this Agreement. Licensee acknowledges and agrees that Licensee's use of the Licensor Marks shall inure to the benefit of Licensor.", "probability": 9.054772328387978e-05 }, { "score": 3.831578493118286, "text": "For", "probability": 8.270991555738374e-05 }, { "score": 3.8192055225372314, "text": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\"). 11. Use of Licensor Marks. Licensor hereby grants Licensee a non-exclusive license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, \"Licensor Marks\") in connection with the use of the Titles as set forth in this Agreement.", "probability": 8.169285322178308e-05 }, { "score": 3.6846423149108887, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to", "probability": 7.140752918439334e-05 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Price Restrictions": [ { "text": "", "score": 12.068180084228516, "probability": 0.5540053427133078 }, { "score": 11.696918487548828, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.3821880381304839 }, { "score": 8.82821273803711, "text": "except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.021697715627787703 }, { "score": 8.69729995727539, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.01903528198277225 }, { "score": 8.119976997375488, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD", "probability": 0.010686392933570724 }, { "score": 6.864659786224365, "text": "), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.0030454663208820763 }, { "score": 6.733268737792969, "text": "Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.0026704926917978833 }, { "score": 6.173420429229736, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to", "probability": 0.0015256410396264277 }, { "score": 6.132110595703125, "text": "license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.0014639010757721957 }, { "score": 5.251271724700928, "text": "except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD", "probability": 0.0006066920007702136 }, { "score": 5.241357803344727, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD). China's current Internet TV license holders include:", "probability": 0.0006007070203197142 }, { "score": 4.886786460876465, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (", "probability": 0.00042138039897066164 }, { "score": 4.747341156005859, "text": "In", "probability": 0.0003665337782039504 }, { "score": 4.680129528045654, "text": "for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.00034270809621395407 }, { "score": 4.544648170471191, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.0002992854187446613 }, { "score": 4.351912021636963, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 0.00024682054817626916 }, { "score": 4.250672340393066, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD). China's current Internet TV license holders include: CNTV (\u4e2d\u56fd\u7f51\u7edc\u7535\u89c6\u53f0/\u672a\u6765\u7535\u89c6), BesTV (\u767e\u89c6\u901a), Wasu (\u534e\u6570), Southern Media Cooperation (\u5357\u65b9\u4f20\u5a92), Hunan TV", "probability": 0.00022305577799773215 }, { "score": 4.202131748199463, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.00021248709849160964 }, { "score": 4.048475742340088, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD). China's current Internet TV license holders include: CNTV (\u4e2d\u56fd\u7f51\u7edc\u7535\u89c6\u53f0/\u672a\u6765\u7535\u89c6), BesTV", "probability": 0.00018222191685435122 }, { "score": 4.035292625427246, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD). China's current Internet TV license holders include: CNTV", "probability": 0.00017983542925600389 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Minimum Commitment": [ { "text": "", "score": 12.147987365722656, "probability": 0.999120347488862 }, { "score": 4.358216762542725, "text": "Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.00041358370115485003 }, { "score": 3.6650967597961426, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.00020679747080411744 }, { "score": 2.409616470336914, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 5.892465671125025e-05 }, { "score": 2.2933077812194824, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 5.245475213209987e-05 }, { "score": 2.0981626510620117, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 4.3155324440490684e-05 }, { "score": 1.8473535776138306, "text": "Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD). China's current Internet TV license holders include: CNTV (\u4e2d\u56fd\u7f51\u7edc\u7535\u89c6\u53f0/\u672a\u6765\u7535\u89c6), BesTV (\u767e\u89c6\u901a), Wasu (\u534e\u6570), Southern Media Cooperation (\u5357\u65b9\u4f20\u5a92), Hunan TV (\u8292\u679cTV), China National Radio/Galaxy Internet TV (GITV) (\u94f6\u6cb3\u7535\u89c6), and China Radio International (\u4e2d\u56fd\u56fd\u9645\u5e7f\u64ad\u7535\u53f0).", "probability": 3.358221899181483e-05 }, { "score": 1.8291337490081787, "text": "Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 3.2975897031586654e-05 }, { "score": 0.38157719373703003, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 7.754089226547106e-06 }, { "score": 0.19559872150421143, "text": "If for any reason the A6 projects do not get produced, SSS will", "probability": 6.438154135527394e-06 }, { "score": -0.34563255310058594, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD", "probability": 3.7472063893086695e-06 }, { "score": -0.44859492778778076, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n", "probability": 3.3805831521033378e-06 }, { "score": -0.6817294359207153, "text": "Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD). China's current Internet TV license holders include: CNTV (\u4e2d\u56fd\u7f51\u7edc\u7535\u89c6\u53f0/\u672a\u6765\u7535\u89c6), BesTV (\u767e\u89c6\u901a), Wasu (\u534e\u6570), Southern Media Cooperation (\u5357\u65b9\u4f20\u5a92), Hunan TV (\u8292\u679cTV), China National Radio/Galaxy Internet TV (GITV) (\u94f6\u6cb3\u7535\u89c6), and China Radio International (\u4e2d\u56fd\u56fd\u9645\u5e7f\u64ad\u7535\u53f0).", "probability": 2.677580843911584e-06 }, { "score": -0.699955940246582, "text": "Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 2.62921996873232e-06 }, { "score": -0.7003467082977295, "text": "In", "probability": 2.6281927542834658e-06 }, { "score": -0.7578079700469971, "text": "substitute comparable projects,", "probability": 2.481430435886546e-06 }, { "score": -0.986461877822876, "text": "Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD). China's current Internet TV license holders include: CNTV (\u4e2d\u56fd\u7f51\u7edc\u7535\u89c6\u53f0/\u672a\u6765\u7535\u89c6), BesTV (\u767e\u89c6\u901a), Wasu (\u534e\u6570), Southern Media Cooperation (\u5357\u65b9\u4f20\u5a92), Hunan TV (\u8292\u679cTV), China National Radio/Galaxy Internet TV (GITV) (\u94f6\u6cb3\u7535\u89c6), and China Radio International (\u4e2d\u56fd\u56fd\u9645\u5e7f\u64ad\u7535\u53f0).\n\n 2\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n ii. copy and dub the Titles, and authorize any person to do the foregoing.", "probability": 1.9742355789278435e-06 }, { "score": -1.1039388179779053, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to", "probability": 1.7554133120480604e-06 }, { "score": -1.3593722581863403, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 1.3597092558402564e-06 }, { "score": -1.3645591735839844, "text": "substitute", "probability": 1.3526748182523941e-06 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Volume Restriction": [ { "score": 12.957805633544922, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.648168951859019 }, { "text": "", "score": 12.083742141723633, "probability": 0.2704501786072305 }, { "score": 10.352984428405762, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.04791028432330868 }, { "score": 8.801702499389648, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD", "probability": 0.010155833367288392 }, { "score": 8.745965003967285, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to", "probability": 0.009605258999895805 }, { "score": 7.798250198364258, "text": "Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.0037232463235962006 }, { "score": 7.638567924499512, "text": "except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.003173749452413687 }, { "score": 7.534994125366211, "text": "license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.002861482600703172 }, { "score": 5.948325157165527, "text": "for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.0005854765863881822 }, { "score": 5.896538734436035, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD). China's current Internet TV license holders include: CNTV (\u4e2d\u56fd\u7f51\u7edc\u7535\u89c6\u53f0/\u672a\u6765\u7535\u89c6), BesTV (\u767e\u89c6\u901a), Wasu (\u534e\u6570), Southern Media Cooperation (\u5357\u65b9\u4f20\u5a92),", "probability": 0.0005559285453417403 }, { "score": 5.79836368560791, "text": "In", "probability": 0.0005039437837094251 }, { "score": 5.7823076248168945, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to", "probability": 0.0004959170430394642 }, { "score": 5.759840965270996, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD). China's current Internet TV license holders include:", "probability": 0.0004848996688827505 }, { "score": 5.496010780334473, "text": "i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.00037245335791092265 }, { "score": 5.184490203857422, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (", "probability": 0.00027275971419902324 }, { "score": 4.621415615081787, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A", "probability": 0.0001553245270540092 }, { "score": 4.52943754196167, "text": "), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.00014167540744220117 }, { "score": 4.527068138122559, "text": "up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.00014134011856214114 }, { "score": 4.435873985290527, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and", "probability": 0.00012902097928741576 }, { "score": 4.296847820281982, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A,", "probability": 0.00011227473472721482 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.27365493774414, "probability": 0.8850854399552261 }, { "score": 10.118728637695312, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 0.10259178718690438 }, { "score": 7.586501121520996, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor", "probability": 0.008154177449687366 }, { "score": 5.777281284332275, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or edit the format of the Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the ability to use the Titles as permitted by law or in a manner for which a license is not required. (d) Removal of Titles. If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such Title from Licensee's services.", "probability": 0.0013355063779499794 }, { "score": 5.385925769805908, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.0009029889295562573 }, { "score": 4.930908679962158, "text": "All User information (including, without limitation, any personally identifiable information and statistical information regarding Users' use and viewing of the Titles) generated, collected or created in connection with the display of the Titles through Licensee's services shall be considered Confidential Information of Licensee, and all right, title and interest in and to such information shall be owned by Licensee.", "probability": 0.0005728897007575809 }, { "score": 4.072628974914551, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or edit the format of the Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the ability to use the Titles as permitted by law or in a manner for which a license is not required. (d) Removal of Titles. If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such Title from Licensee's services", "probability": 0.00024284260048078535 }, { "score": 4.058891296386719, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof.", "probability": 0.0002395293174190909 }, { "score": 3.6670546531677246, "text": "v. include Licensee's name, trademark and logo in the Titles to identify Licensee as the exhibitor of the Titles. (b) Sublicensing. Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 0.00016187738680331932 }, { "score": 3.412201404571533, "text": "copy and dub the Titles, and authorize any person to do the foregoing.", "probability": 0.00012545986774154804 }, { "score": 3.089428186416626, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or edit the format of the Titles for technical purposes.", "probability": 9.085026487199406e-05 }, { "score": 3.070713996887207, "text": "License", "probability": 8.916588584895961e-05 }, { "score": 2.8228261470794678, "text": "(iii) makes an assignment for the benefit of its creditors. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after the date that it receives written notice of such breach from the non-breaching party. (c) Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement. Sections 1, 7, 8(a), 12, 13, 14, 15, 16 and 17 shall survive any expiration or termination of this Agreement in perpetuity.\n\n 5\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n 8. Privacy and Data Collection; Reports. (a) All User information (including, without limitation, any personally identifiable information and statistical information regarding Users' use and viewing of the Titles) generated, collected or created in connection with the display of the Titles through Licensee's services shall be considered Confidential Information of Licensee, and all right, title and interest in and to such information shall be owned by Licensee.", "probability": 6.958928963802294e-05 }, { "score": 2.7682833671569824, "text": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement to any of its Affiliate or subsidiaries with the prior written consent of the Licensor, and (ii) Licensor may assign its rights and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any Affiliate of the party without the other party's approval.", "probability": 6.589535088979517e-05 }, { "score": 2.630141496658325, "text": "copy and dub the Titles, and authorize any person to do the foregoing. Licensee shall also have the right to make (or have made on its behalf) translations of the Titles. iii. promote each Title in any manner or media, including, without limitation, the right to use and license others to use Licensor's name, the title of, trailers created for and excerpts from such Title (including but not limited to audio portions only), Materials and the name, voice and likeness of and any biographical material concerning all persons appearing in or connected with such Title for the purpose of advertising, promoting and/or publicizing such Title, Licensee and the program service on which the Title is exhibited; iv. use the Titles for (i) audience and marketing testing, (ii) sponsor/advertiser screening, and (iii) reference and file purposes; and v. include Licensee's name, trademark and logo in the Titles to identify Licensee as the exhibitor of the Titles.", "probability": 5.739321097116015e-05 }, { "score": 2.4743285179138184, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or edit the format of the Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the ability to use the Titles as permitted by law or in a manner for which a license is not required.", "probability": 4.911247332885245e-05 }, { "score": 2.4333510398864746, "text": "(b) Sublicensing. Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 4.714064423316164e-05 }, { "score": 2.2954318523406982, "text": "copy and dub the Titles, and authorize any person to do the foregoing. Licensee shall also have the right to make (or have made on its behalf) translations of the Titles. iii. promote each Title in any manner or media, including, without limitation, the right to use and license others to use Licensor's name, the title of, trailers created for and excerpts from such Title (including but not limited to audio portions only), Materials and the name, voice and likeness of and any biographical material concerning all persons appearing in or connected with such Title for the purpose of advertising, promoting and/or publicizing such Title, Licensee and the program service on which the Title is exhibited;", "probability": 4.106747214867923e-05 }, { "score": 2.2479166984558105, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except", "probability": 3.9161778088489215e-05 }, { "score": 2.2210819721221924, "text": "All User information (including, without limitation, any personally identifiable information and statistical information regarding Users' use and viewing of the Titles) generated, collected or created in connection with the display of the Titles through Licensee's services shall be considered Confidential Information of Licensee, and all right, title and interest in and to such information shall be owned by Licensee", "probability": 3.8124857454815385e-05 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.130878448486328, "probability": 0.9785476662845113 }, { "score": 8.261634826660156, "text": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "probability": 0.020426352929504392 }, { "score": 3.6238460540771484, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.0001977082351027707 }, { "score": 3.560938596725464, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.00018565403716565385 }, { "score": 3.473576307296753, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 0.00017012315859365405 }, { "score": 3.1764614582061768, "text": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "probability": 0.000126394477232728 }, { "score": 2.6740009784698486, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 7.647373191780624e-05 }, { "score": 2.087425470352173, "text": "The", "probability": 4.2536894282993944e-05 }, { "score": 2.0597569942474365, "text": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor", "probability": 4.1376096051638965e-05 }, { "score": 2.047821521759033, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 4.088518823162339e-05 }, { "score": 1.777910828590393, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 3.1213701790453625e-05 }, { "score": 1.6507076025009155, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 2.748537190098643e-05 }, { "score": 1.0471690893173218, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to", "probability": 1.5031010280293705e-05 }, { "score": 1.0319634675979614, "text": "The parties acknowledge and agree that Licensee's services may contain advertising, promotions and/or sponsorship material (collectively, \"Advertising\"). Such Advertising shall be determined by Licensee in its sole discretion and Licensee shall be entitled to retain all revenues resulting from the sale of Advertising. 10. Consideration. No royalty or fees of any kind shall be owed by Licensee under this Agreement. The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "probability": 1.4804183316802335e-05 }, { "score": 0.9915659427642822, "text": "substitute comparable projects,", "probability": 1.4218049834603353e-05 }, { "score": 0.8521842956542969, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to", "probability": 1.2368224278178163e-05 }, { "score": 0.7096726894378662, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor", "probability": 1.072544568016515e-05 }, { "score": 0.31779026985168457, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 7.248079952288048e-06 }, { "score": 0.21816372871398926, "text": "Such Advertising shall be determined by Licensee in its sole discretion and Licensee shall be entitled to retain all revenues resulting from the sale of Advertising. 10. Consideration. No royalty or fees of any kind shall be owed by Licensee under this Agreement. The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "probability": 6.560783675089353e-06 }, { "score": -0.01927769184112549, "text": "\"Share Consideration\" has the meaning specified in Section 10.", "probability": 5.174116696581273e-06 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__License Grant": [ { "text": "", "score": 11.805952072143555, "probability": 0.8976170729693885 }, { "score": 9.158476829528809, "text": "Licensor hereby grants Licensee a non-exclusive license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, \"Licensor Marks\") in connection with the use of the Titles as set forth in this Agreement.", "probability": 0.06357805175922462 }, { "score": 8.045942306518555, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 0.02089967878367202 }, { "score": 6.865996360778809, "text": "Licensor hereby grants Licensee a non-exclusive license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, \"Licensor Marks\") in connection with the use of the Titles as set forth in this Agreement", "probability": 0.0064223740811131125 }, { "score": 6.147362232208252, "text": "The parties acknowledge and agree that Licensee's services may contain advertising, promotions and/or sponsorship material (collectively, \"Advertising\"). Such Advertising shall be determined by Licensee in its sole discretion and Licensee shall be entitled to retain all revenues resulting from the sale of Advertising. 10. Consideration. No royalty or fees of any kind shall be owed by Licensee under this Agreement. The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\"). 11. Use of Licensor Marks. Licensor hereby grants Licensee a non-exclusive license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, \"Licensor Marks\") in connection with the use of the Titles as set forth in this Agreement.", "probability": 0.003130377847571113 }, { "score": 5.669956207275391, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.0019420569413196934 }, { "score": 5.110780239105225, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor", "probability": 0.0011102350195499502 }, { "score": 5.050172805786133, "text": "copy and dub the Titles, and authorize any person to do the foregoing.", "probability": 0.0010449450381041327 }, { "score": 4.875429153442383, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.0008774113420688736 }, { "score": 4.289069652557373, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.00048814691441342493 }, { "score": 4.2098541259765625, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof.", "probability": 0.00045097003140884945 }, { "score": 4.190454006195068, "text": "ii. copy and dub the Titles, and authorize any person to do the foregoing.", "probability": 0.0004423054772270953 }, { "score": 4.079098224639893, "text": "license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.0003956955042255646 }, { "score": 4.052496910095215, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or edit the format of the Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the ability to use the Titles as permitted by law or in a manner for which a license is not required.", "probability": 0.0003853082534367328 }, { "score": 3.85488224029541, "text": "The parties acknowledge and agree that Licensee's services may contain advertising, promotions and/or sponsorship material (collectively, \"Advertising\"). Such Advertising shall be determined by Licensee in its sole discretion and Licensee shall be entitled to retain all revenues resulting from the sale of Advertising. 10. Consideration. No royalty or fees of any kind shall be owed by Licensee under this Agreement. The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\"). 11. Use of Licensor Marks. Licensor hereby grants Licensee a non-exclusive license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, \"Licensor Marks\") in connection with the use of the Titles as set forth in this Agreement", "probability": 0.00031621709981021997 }, { "score": 3.703763723373413, "text": "copy and dub the Titles, and authorize any person to do the foregoing. Licensee shall also have the right to make (or have made on its behalf) translations of the Titles. iii. promote each Title in any manner or media, including, without limitation, the right to use and license others to use Licensor's name, the title of, trailers created for and excerpts from such Title (including but not limited to audio portions only), Materials and the name, voice and likeness of and any biographical material concerning all persons appearing in or connected with such Title for the purpose of advertising, promoting and/or publicizing such Title, Licensee and the program service on which the Title is exhibited;", "probability": 0.0002718663228792955 }, { "score": 3.376619338989258, "text": "The parties acknowledge and agree that Licensee's services may contain advertising, promotions and/or sponsorship material (collectively, \"Advertising\").", "probability": 0.00019601008286638483 }, { "score": 3.266777515411377, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or edit the format of the Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the ability to use the Titles as permitted by law or in a manner for which a license is not required.", "probability": 0.0001756202998878216 }, { "score": 2.977139949798584, "text": "copy and dub the Titles, and authorize any person to do the foregoing. Licensee shall also have the right to make (or have made on its behalf) translations of the Titles.", "probability": 0.00013145790836671531 }, { "score": 2.920332908630371, "text": "copy and dub the Titles, and authorize any person to do the foregoing. Licensee shall also have the right to make (or have made on its behalf) translations of the Titles. iii. promote each Title in any manner or media, including, without limitation, the right to use and license others to use Licensor's name, the title of, trailers created for and excerpts from such Title (including but not limited to audio portions only), Materials and the name, voice and likeness of and any biographical material concerning all persons appearing in or connected with such Title for the purpose of advertising, promoting and/or publicizing such Title, Licensee and the program service on which the Title is exhibited; iv. use the Titles for (i) audience and marketing testing, (ii) sponsor/advertiser screening, and (iii) reference and file purposes; and", "probability": 0.0001241983234659368 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Transferable License": [ { "score": 12.062877655029297, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.14107774635893547 }, { "score": 12.02518081665039, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 0.13585855294812166 }, { "text": "", "score": 12.01947021484375, "probability": 0.13508492987923823 }, { "score": 11.991697311401367, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.13138484800374928 }, { "score": 11.915356636047363, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 0.1217281295879092 }, { "score": 11.914884567260742, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.12167067909883521 }, { "score": 11.851755142211914, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 0.11422710527375715 }, { "score": 10.706504821777344, "text": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "probability": 0.03634069899985249 }, { "score": 10.075408935546875, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.01933355933499796 }, { "score": 9.59575080871582, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.011967376046490896 }, { "score": 9.343204498291016, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor", "probability": 0.009296499898272297 }, { "score": 8.883370399475098, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor", "probability": 0.005869702055985366 }, { "score": 8.457584381103516, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed", "probability": 0.0038344187435309634 }, { "score": 8.386404037475586, "text": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed", "probability": 0.0035709708781411545 }, { "score": 8.234136581420898, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. 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for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites),", "probability": 9.904676656209615e-05 }, { "score": 3.6612789630889893, "text": "i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 9.248072967666498e-05 }, { "score": 3.5335779190063477, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (", "probability": 8.13938120366118e-05 }, { "score": 3.45078706741333, "text": "License Grant. In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 7.492655741599504e-05 }, { "score": 3.4137232303619385, "text": "Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 7.220032608261103e-05 }, { "score": 3.1750168800354004, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A", "probability": 5.686830817809487e-05 }, { "score": 3.115902900695801, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and", "probability": 5.3604028969974244e-05 }, { "score": 3.0681190490722656, "text": "(a) License Grant. In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 5.110285574038504e-05 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Irrevocable Or Perpetual License": [ { "score": 12.152626991271973, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.", "probability": 0.31134747215305614 }, { "text": "", "score": 12.017959594726562, "probability": 0.2721197333974003 }, { "score": 11.823628425598145, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.2240593554907685 }, { "score": 11.413141250610352, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.14862462347759353 }, { "score": 9.510063171386719, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement. Sections 1, 7, 8(a), 12, 13, 14, 15, 16 and 17 shall survive any expiration or termination of this Agreement in perpetuity.", "probability": 0.02216126050846165 }, { "score": 8.408535957336426, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement", "probability": 0.0073655853820264235 }, { "score": 7.964675426483154, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual;", "probability": 0.004725427332082543 }, { "score": 7.51058292388916, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement:", "probability": 0.0030007597149176715 }, { "score": 7.331579208374023, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to", "probability": 0.0025089435782804713 }, { "score": 6.807028770446777, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD", "probability": 0.001484846413230994 }, { "score": 5.785003185272217, "text": "Sections 1, 7, 8(a), 12, 13, 14, 15, 16 and 17 shall survive any expiration or termination of this Agreement in perpetuity.", "probability": 0.000534344646004873 }, { "score": 5.667811870574951, "text": "(c) Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.", "probability": 0.0004752541533295935 }, { "score": 5.609025001525879, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 0.0004481208056500962 }, { "score": 5.043449401855469, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual", "probability": 0.0002545474472618653 }, { "score": 4.921940803527832, "text": "In", "probability": 0.0002254230036787251 }, { "score": 4.679727554321289, "text": "Sections", "probability": 0.0001769319869711414 }, { "score": 4.517845153808594, "text": "(i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.", "probability": 0.00015048794838645385 }, { "score": 4.453429222106934, "text": "license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "probability": 0.0001410997478906094 }, { "score": 4.133980751037598, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement. Sections", "probability": 0.00010251597099696526 }, { "score": 4.039426803588867, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement", "probability": 9.326684201125808e-05 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Source Code Escrow": [ { "text": "", "score": 12.245440483093262, "probability": 0.9995248424071429 }, { "score": 3.7451350688934326, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.00020330958635246483 }, { "score": 3.5883049964904785, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.00017379905939941337 }, { "score": 1.6281358003616333, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 2.447691931419607e-05 }, { "score": 1.3480403423309326, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor.", "probability": 1.8497491840169615e-05 }, { "score": 0.8660489916801453, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 1.1423170538476704e-05 }, { "score": 0.7070731520652771, "text": "If for any reason the A6 projects do not get produced, SSS will", "probability": 9.744158296977396e-06 }, { "score": 0.6622998714447021, "text": "substitute comparable projects,", "probability": 9.317503013544973e-06 }, { "score": 0.4061041474342346, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 7.211658494270077e-06 }, { "score": -0.6391081809997559, "text": "substitute comparable projects,", "probability": 2.535742829115271e-06 }, { "score": -0.7324542999267578, "text": "substitute", "probability": 2.3097527967845128e-06 }, { "score": -0.8278993368148804, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 2.0994921193274395e-06 }, { "score": -0.9396951198577881, "text": "If for any reason the A6 projects do not get produced, SSS will", "probability": 1.8774222352621399e-06 }, { "score": -1.0038511753082275, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n", "probability": 1.7607566457933352e-06 }, { "score": -1.033231258392334, "text": "substitute", "probability": 1.7097780144261713e-06 }, { "score": -1.2548139095306396, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "probability": 1.3699591129386873e-06 }, { "score": -1.5838918685913086, "text": "substitute comparable projects, to be mutually approved", "probability": 9.858046534548097e-07 }, { "score": -1.6284871101379395, "text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor", "probability": 9.428082986915087e-07 }, { "score": -1.6562514305114746, "text": "substitute comparable projects, to", "probability": 9.169919126176301e-07 }, { "score": -1.7093892097473145, "text": "substitute comparable projects, to be mutually approved", "probability": 8.69536989138936e-07 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Post-Termination Services": [ { "text": "", "score": 12.365034103393555, "probability": 0.9994267098065369 }, { "score": 3.998232841491699, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 0.0002323246719647419 }, { "score": 2.7766568660736084, "text": "If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such Title from Licensee's services.", "probability": 6.848124184290037e-05 }, { "score": 2.6808536052703857, "text": "(v) that (x) upon the expiration or termination of this Agreement, or (y) at any time the disclosing party may so request, it will deliver promptly to the disclosing party, or, at the disclosing party's option, it will destroy, all Confidential Information of the disclosing party that it may then possess or have under its control.", "probability": 6.222498487934738e-05 }, { "score": 2.406362295150757, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 4.728841290228455e-05 }, { "score": 2.2559926509857178, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.", "probability": 4.068647188057389e-05 }, { "score": 1.925732135772705, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 2.924285106456542e-05 }, { "score": 1.6501855850219727, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 2.2199917774179204e-05 }, { "score": 1.1432230472564697, "text": "If for any reason the A6 projects do not get produced, SSS will", "probability": 1.3371506297252749e-05 }, { "score": 1.0710079669952393, "text": "If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such Title from Licensee's services", "probability": 1.2439923863300498e-05 }, { "score": 0.8523112535476685, "text": "(v) that (x) upon the expiration or termination of this Agreement, or (y) at any time the disclosing party may so request, it will deliver promptly to the disclosing party, or, at the disclosing party's option, it will destroy, all Confidential Information of the disclosing party that it may then possess or have under its control", "probability": 9.996292292896776e-06 }, { "score": 0.7066200971603394, "text": "during the Term and for two (2) years thereafter:", "probability": 8.641041306538625e-06 }, { "score": 0.005592614412307739, "text": "If for any reason the A6 projects do not get produced, SSS will", "probability": 4.286607443580253e-06 }, { "score": -0.03579354286193848, "text": "Each party agrees that", "probability": 4.112822190106768e-06 }, { "score": -0.1399974822998047, "text": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement:", "probability": 3.7058235608754277e-06 }, { "score": -0.14639437198638916, "text": "(b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 3.6821934764591322e-06 }, { "score": -0.18547916412353516, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 3.5410519211086377e-06 }, { "score": -0.383137583732605, "text": "two (2) years thereafter:", "probability": 2.9059646955194948e-06 }, { "score": -0.6662788391113281, "text": "(x) upon the expiration or termination of this Agreement, or (y) at any time the disclosing party may so request, it will deliver promptly to the disclosing party, or, at the disclosing party's option, it will destroy, all Confidential Information of the disclosing party that it may then possess or have under its control.", "probability": 2.189392615568998e-06 }, { "score": -0.7723662853240967, "text": "(v) that (x) upon the expiration or termination of this Agreement,", "probability": 1.969021491757243e-06 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Audit Rights": [ { "text": "", "score": 12.245748519897461, "probability": 0.9993991796799675 }, { "score": 4.730414390563965, "text": "Licensor acknowledges that Licensee cannot and does not undertake to review, and shall not be responsible for Users' unauthorized use or exploitation of, the Titles.", "probability": 0.0005443407490782772 }, { "score": 1.4897608757019043, "text": "Licensor acknowledges that Licensee cannot and does not undertake to review, and shall not be responsible for Users' unauthorized use or exploitation of, the Titles. Should Licensee become aware of Users' unauthorized use or exploitation of the Titles, Licensee shall immediately report such use to Licensor.", "probability": 2.1304576587187736e-05 }, { "score": 1.2610461711883545, "text": "Licensor acknowledges that Licensee cannot and does not undertake to review, and shall not be responsible for Users' unauthorized use or exploitation of, the Titles", "probability": 1.694897242966651e-05 }, { "score": 0.03158831596374512, "text": "Licensee cannot and does not undertake to review, and shall not be responsible for Users' unauthorized use or exploitation of, the Titles.", "probability": 4.956745385808849e-06 }, { "score": -0.057534247636795044, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 4.534100825763745e-06 }, { "score": -0.2999234199523926, "text": "Lic", "probability": 3.5581388642835682e-06 }, { "score": -1.4177908897399902, "text": "Licensor acknowledges that Licensee cannot and does not undertake to review, and shall not be responsible for Users' unauthorized use or exploitation of, the Titles. Should Licensee become aware of Users' unauthorized use or exploitation of the Titles, Licensee shall immediately report such use to Licensor. 4. Delivery Requirements; Customer Service. (a) Within fifteen (15) days after the Effective Date or on December 31, 2015 (whichever is earlier), Licensor shall (at Licensor's sole expense), make the Titles available either online or by hard drive to Licensee or the third-party vendor specified by Licensee to provide or deliver the Titles from Licensee's or its third-party vendor's facilities.", "probability": 1.163427218000197e-06 }, { "score": -2.0320374965667725, "text": "Users' unauthorized use or exploitation of, the Titles.", "probability": 6.29470392864337e-07 }, { "score": -2.4414448738098145, "text": "Licensor acknowledges that Licensee cannot and does not undertake to review, and shall not be responsible for Users' unauthorized use or exploitation of, the Titles. 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(a) Licensor represents and warrants that:", "probability": 2.2942199724811815e-07 }, { "score": -3.2090649604797363, "text": "Licensee cannot and does not undertake to review, and shall not be responsible for Users' unauthorized use or exploitation of, the Titles. 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The merits of the dispute shall be resolved in accordance with the laws of the State of New York, without reference to its choice of law rules.", "probability": 6.355552565223334e-06 }, { "score": 0.1495990753173828, "text": "EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 17. Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles.", "probability": 4.972357578447794e-06 }, { "score": 0.027169466018676758, "text": "Limitation of Liability. EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 4.399383775953606e-06 }, { "score": -0.05327916145324707, "text": "BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 4.059321545884043e-06 }, { "score": -0.065696582198143, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 4.00922690908353e-06 }, { "score": -0.1707146167755127, "text": "WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 3.6095402057415316e-06 }, { "score": -0.177595853805542, "text": "INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 3.5847873667659173e-06 }, { "score": -0.24018239974975586, "text": "EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 17. Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles. (b) Dispute Resolution. Any dispute, controversy and/or difference which may arise out of or in connection with or in relation to this Agreement, shall be solely and finally settled by binding arbitration pursuant to then-current rules of the International Chamber of Commerce. Such", "probability": 3.3673046405777936e-06 }, { "score": -0.3725759983062744, "text": "BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 2.949745855231585e-06 }, { "score": -0.3737058639526367, "text": "EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAM", "probability": 2.946414920832788e-06 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Warranty Duration": [ { "text": "", "score": 11.828872680664062, "probability": 0.943911283782509 }, { "score": 7.647909641265869, "text": "If for any reason the A6 projects do not get produced, SSS will", "probability": 0.014426533904679142 }, { "score": 7.012694358825684, "text": "Within fifteen (15) days after the Effective Date or on December 31, 2015 (whichever is earlier), Licensor shall (at Licensor's sole expense), make the Titles available either online or by hard drive to Licensee or the third-party vendor specified by Licensee to provide or deliver the Titles from Licensee's or its third-party vendor's facilities. Delivery of the Titles shall be deemed complete if Licensor makes the Titles available in accordance with the previous sentence. If, from time to time, Licensee requests an alternate delivery method for the Titles and/or the implementation of Licensee's technical specifications relating to the online delivery of the Titles, then Licensor will use commercially reasonable efforts to comply with each such request. (b) When Licensor delivers each Title to Licensee, Licensor shall provide Licensee (at the place specified by Licensee) with all available promotional materials for such Title, including, but not limited to, captioned photographs, brochures, a synopsis and description of such Title, a complete list of cast and credits, biographies of key performers, and any electronic press kits, trailers or featurettes created for such Title (collectively, the \"Materials\"). (c) In the event of technical problems with any of the Titles, each party shall use commercially reasonable efforts to notify the other and to remedy any such problems in a timely manner.", "probability": 0.007643486603921235 }, { "score": 6.927114009857178, "text": "In the event of technical problems with any of the Titles, each party shall use commercially reasonable efforts to notify the other and to remedy any such problems in a timely manner.", "probability": 0.0070165631043644355 }, { "score": 6.4945783615112305, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 0.004552779217542692 }, { "score": 6.472904205322266, "text": "Within fifteen (15) days after the Effective Date or on December 31, 2015 (whichever is earlier), Licensor shall (at Licensor's sole expense), make the Titles available either online or by hard drive to Licensee or the third-party vendor specified by Licensee to provide or deliver the Titles from Licensee's or its third-party vendor's facilities.", "probability": 0.004455163262795573 }, { "score": 6.276906490325928, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects, to be mutually approved.\"", "probability": 0.0036622070776537734 }, { "score": 6.0329766273498535, "text": "If for any reason the A6 projects do not get produced, SSS will", "probability": 0.0028694952102482334 }, { "score": 6.015037536621094, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.0028184780442602015 }, { "score": 5.8536810874938965, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 0.002398492918571346 }, { "score": 5.664542198181152, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n", "probability": 0.001985164337137726 }, { "score": 5.06171178817749, "text": "Within fifteen (15) days after the Effective Date or on December 31, 2015 (whichever is earlier), Licensor shall (at Licensor's sole expense), make the Titles available either online or by hard drive to Licensee or the third-party vendor specified by Licensee to provide or deliver the Titles from Licensee's or its third-party vendor's facilities.", "probability": 0.0010864019689674773 }, { "score": 4.777070999145508, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n", "probability": 0.0008172832909845375 }, { "score": 4.427611351013184, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 0.000576241089921761 }, { "score": 4.259354591369629, "text": "Within fifteen (15) days after the Effective Date or on December 31, 2015 (whichever is earlier), Licensor shall (at Licensor's sole expense), make the Titles available either online or by hard drive to Licensee or the third-party vendor specified by Licensee to provide or deliver the Titles from Licensee's or its third-party vendor's facilities", "probability": 0.0004870025564111125 }, { "score": 4.170832633972168, "text": "Within fifteen (15) days after the Effective Date or on December 31, 2015 (whichever is earlier), Licensor shall (at Licensor's sole expense), make the Titles available either online or by hard drive to Licensee or the third-party vendor specified by Licensee to provide or deliver the Titles from Licensee's or its third-party vendor's facilities. Delivery of the Titles shall be deemed complete if Licensor makes the Titles available in accordance with the previous sentence.", "probability": 0.00044574516730821583 }, { "score": 4.094527721405029, "text": "Within fifteen (15) days after the Effective Date or on December 31, 2015 (whichever is earlier), Licensor shall (at Licensor's sole expense), make the Titles available either online or by hard drive to Licensee or the third-party vendor specified by Licensee to provide or deliver the Titles from Licensee's or its third-party vendor's facilities", "probability": 0.0004129978976070912 }, { "score": 3.2438302040100098, "text": "If for any reason the A6 projects do not get produced, SSS will\n\n 3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n substitute comparable projects,", "probability": 0.00017639838443752608 }, { "score": 3.0184173583984375, "text": "Within fifteen (15) days after the Effective Date or on December 31, 2015 (whichever is earlier), Licensor shall (at Licensor's sole expense), make the Titles available either online or by hard drive to Licensee or the third-party vendor specified by Licensee to provide or deliver the Titles from Licensee's or its third-party vendor's facilities. Delivery of the Titles shall be deemed complete if Licensor makes the Titles available in accordance with the previous sentence.", "probability": 0.00014079883075629075 }, { "score": 2.8373818397521973, "text": "(c) In the event of technical problems with any of the Titles, each party shall use commercially reasonable efforts to notify the other and to remedy any such problems in a timely manner.", "probability": 0.00011748334992242034 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Insurance": [ { "text": "", "score": 12.137020111083984, "probability": 0.9999937656634078 }, { "score": -0.8033477067947388, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 2.399202776540256e-06 }, { "score": -1.7168757915496826, "text": "substitute comparable projects, to be mutually approved.\"", "probability": 9.623360364947915e-07 }, { "score": -1.8356777429580688, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 8.545386635754299e-07 }, { "score": -2.621757984161377, "text": "Licensee represents and warrants that:", "probability": 3.8935110004068595e-07 }, { "score": -2.979015827178955, "text": "Notwithstanding the foregoing, Confidential Information does not include information that: (a) is in or enters the public domain without breach of this Agreement; (b) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) the receiving party rightfully knew prior to receiving such information from the disclosing party; or (d) the receiving party develops entirely independently of, and without any access or reference to or use of, any Confidential Information communicated to the receiving party by the disclosing party. (b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 2.723869496428124e-07 }, { "score": -3.446596622467041, "text": "substitute comparable projects,", "probability": 1.706548113204499e-07 }, { "score": -3.495400905609131, "text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:", "probability": 1.6252609701604234e-07 }, { "score": -3.526048183441162, "text": "12. Representations and Warranties. (a) Licensor represents and warrants that:", "probability": 1.5762066754413867e-07 }, { "score": -3.8172991275787354, "text": "substitute comparable projects,", "probability": 1.1779435665643886e-07 }, { "score": -3.972537040710449, "text": "substitute", "probability": 1.0085687683246001e-07 }, { "score": -4.021183967590332, "text": "(b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 9.606792793601484e-08 }, { "score": -4.072444915771484, "text": "substitute", "probability": 9.126748364833262e-08 }, { "score": -4.077319622039795, "text": "(b) Licensee represents and warrants that:", "probability": 9.082366409753676e-08 }, { "score": -4.264693260192871, "text": "Licensee acknowledges and agrees that Licensee's use of the Licensor Marks shall inure to the benefit of Licensor. Should Licensor find objectionable any use of the Licensor Marks by Licensee, Licensor shall have the right to revoke, with respect to the objectionable use, the rights granted to Licensee under this Agreement to use the Licensor Marks, and Licensee shall promptly cease using the Licensor Marks in the manner found objectionable by Licensor.\n\n 6\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n 12. Representations and Warranties. (a) Licensor represents and warrants that:", "probability": 7.530497723151546e-08 }, { "score": -4.326568126678467, "text": "To the extent that any Title makes any claims or renders any instruction or advice, such claim, instruction or advice shall comply with all federal, state and\n\n 7\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n other applicable laws and regulations and shall cause no harm to any person or entity following or acting in accordance with such instruction or advice. (b) Licensee represents and warrants that:", "probability": 7.078671662653846e-08 }, { "score": -4.355146884918213, "text": ":", "probability": 6.879235410632752e-08 }, { "score": -4.392705917358398, "text": "other applicable laws and regulations and shall cause no harm to any person or entity following or acting in accordance with such instruction or advice. (b) Licensee represents and warrants that:", "probability": 6.625650005876354e-08 }, { "score": -4.800061225891113, "text": ":", "probability": 4.408758685480237e-08 }, { "score": -4.809325218200684, "text": "substitute comparable projects, to", "probability": 4.3681045793359954e-08 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Covenant Not To Sue": [ { "text": "", "score": 11.996932029724121, "probability": 0.5812622065881382 }, { "score": 11.656523704528809, "text": "THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.", "probability": 0.41355628845998543 }, { "score": 5.879317760467529, "text": "THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE", "probability": 0.0012809316798042959 }, { "score": 5.755468368530273, "text": "It will not take or authorize any action, or fail to take any action, by which any of the rights in any Title granted herein may be impaired in any way;", "probability": 0.0011317196567576329 }, { "score": 5.020377159118652, "text": "BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.", "probability": 0.0005426162594775919 }, { "score": 4.566570281982422, "text": "THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.", "probability": 0.0003446727749389504 }, { "score": 4.390756607055664, "text": "It will not take or authorize any action, or fail to take any action, by which any of the rights in any Title granted herein may be impaired in any way;", "probability": 0.000289102649484754 }, { "score": 4.195457458496094, "text": "THE", "probability": 0.00023781252781476683 }, { "score": 4.10720157623291, "text": "THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT,", "probability": 0.00021772369020842488 }, { "score": 3.8634610176086426, "text": "THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.", "probability": 0.0001706280812065292 }, { "score": 3.700979709625244, "text": "The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Licensor and this Agreement constitutes a valid and legally binding agreement of Licensor enforceable against Licensor in accordance with its terms; ii. It will not take or authorize any action, or fail to take any action, by which any of the rights in any Title granted herein may be impaired in any way;", "probability": 0.00014503932552197864 }, { "score": 3.680650234222412, "text": "Jury Trial Waiver. THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.", "probability": 0.00014212052152314482 }, { "score": 3.398488998413086, "text": "THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT", "probability": 0.00010718048669125127 }, { "score": 3.3910741806030273, "text": "Each party agrees that, during the Term and for two (2) years thereafter:", "probability": 0.0001063887020068906 }, { "score": 3.2921454906463623, "text": "HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.", "probability": 9.636766279602663e-05 }, { "score": 3.1404690742492676, "text": "Should Licensor find objectionable any use of the Licensor Marks by Licensee, Licensor shall have the right to revoke, with respect to the objectionable use, the rights granted to Licensee under this Agreement to use the Licensor Marks, and Licensee shall promptly cease using the Licensor Marks in the manner found objectionable by Licensor.\n\n 6\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n 12. 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It will not take or authorize any action, or fail to take any action, by which any of the rights in any Title granted herein may be impaired in any way;", "probability": 8.280548314611367e-05 }, { "score": 3.110184669494629, "text": "PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.", "probability": 8.033536026473379e-05 }, { "score": 3.0920827388763428, "text": "PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.", "probability": 7.889421822618045e-05 }, { "score": 2.911414623260498, "text": "(g) Jury Trial Waiver. THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.", "probability": 6.58539775649592e-05 }, { "score": 2.8399486541748047, "text": "THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION", "probability": 6.131189444211595e-05 } ], "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Third Party Beneficiary": [ { "score": 13.489383697509766, "text": "The parties acknowledge and agree that there are no third party beneficiaries to this Agreement.", "probability": 0.5831935824031926 }, { "score": 12.608662605285645, "text": "The parties acknowledge and agree that there are no third party beneficiaries to this Agreement.", "probability": 0.24172436376381773 }, { "text": "", "score": 12.134050369262695, "probability": 0.15038307144169025 }, { "score": 9.109192848205566, "text": "Licensee acknowledges and agrees that Licensee's use of the Licensor Marks shall inure to the benefit of Licensor.", "probability": 0.007303314799546794 }, { "score": 8.94564437866211, "text": "No Third Party Beneficiaries. The parties acknowledge and agree that there are no third party beneficiaries to this Agreement.", "probability": 0.006201429671688022 }, { "score": 8.520740509033203, "text": "This Agreement will be binding upon, and inure to the benefit of, the respective permitted assignees, transferees and successors of each of the parties. (i) No Third Party Beneficiaries. The parties acknowledge and agree that there are no third party beneficiaries to this Agreement.", "probability": 0.004054697104760465 }, { "score": 7.8975138664245605, "text": "This Agreement will be binding upon, and inure to the benefit of, the respective permitted assignees, transferees and successors of each of the parties. (i) No Third Party Beneficiaries. The parties acknowledge and agree that there are no third party beneficiaries to this Agreement.", "probability": 0.0021741751374067583 }, { "score": 7.509999752044678, "text": "(i) No Third Party Beneficiaries. The parties acknowledge and agree that there are no third party beneficiaries to this Agreement.", "probability": 0.001475704098868392 }, { "score": 7.417050361633301, "text": "Licensee acknowledges and agrees that Licensee's use of the Licensor Marks shall inure to the benefit of Licensor", "probability": 0.0013447200372550434 }, { "score": 6.77614688873291, "text": "The parties acknowledge and agree that there are no third party beneficiaries to this Agreement", "probability": 0.0007084203602900065 }, { "score": 6.358315467834473, "text": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement to any of its Affiliate or subsidiaries with the prior written consent of the Licensor, and (ii) Licensor may assign its rights and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any Affiliate of the party without the other party's approval. 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DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.8556393109383065e-07 }, { "score": -4.8607025146484375, "text": "ARES TRADING SA", "probability": 1.1605175461748006e-07 }, { "score": -4.9758100509643555, "text": "ARES TRADING SA ARES TRADING SA", "probability": 1.034334815533793e-07 }, { "score": -5.831801891326904, "text": "ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY", "probability": 4.3944913138697995e-08 }, { "score": -5.946909427642822, "text": "ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY", "probability": 3.916679568937544e-08 }, { "score": -6.543058395385742, "text": "MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 2.1578131501812803e-08 }, { "score": -6.740820407867432, "text": "ARES TRADING SA", "probability": 1.7706261939084035e-08 }, { "score": -6.794942378997803, "text": "MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.6773435047612136e-08 }, { "score": -6.888613700866699, "text": "GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.5273588056877e-08 }, { "score": -7.1005120277404785, "text": "MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.2357049859208988e-08 }, { "score": -7.200128555297852, "text": "GERMANY", "probability": 1.1185409563166893e-08 }, { "score": -7.322235584259033, "text": "GERMANY", "probability": 9.899687415907245e-09 }, { "score": -7.392658233642578, "text": "GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 9.22650696391891e-09 }, { "score": -7.681845664978027, "text": "MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 6.909471156427702e-09 }, { "score": -7.696796417236328, "text": "SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 6.8069377505975794e-09 }, { "score": -7.751401901245117, "text": "COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 6.4452077199873645e-09 }, { "score": -8.003366470336914, "text": "DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 5.009681280534694e-09 }, { "score": -8.045422554016113, "text": "COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 4.803362592403336e-09 } ], "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.708545684814453, "probability": 0.9999999717535614 }, { "score": -7.061954498291016, "text": "IT", "probability": 7.0481532037635706e-09 }, { "score": -7.940642356872559, "text": "GERMANY", "probability": 2.927292010045618e-09 }, { "score": -8.10105037689209, "text": "ITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 2.4934561172531887e-09 }, { "score": -8.23282241821289, "text": "ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 2.18561598833072e-09 }, { "score": -8.350276947021484, "text": "ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.9434080854175344e-09 }, { "score": -8.666980743408203, "text": "ITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.415863200059951e-09 }, { "score": -8.825078964233398, "text": "GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.2088157479569992e-09 }, { "score": -8.849766731262207, "text": "ITZERLAND", "probability": 1.1793381515729904e-09 }, { "score": -9.039660453796387, "text": "ITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY By: /s/ Rando Bruns By: /s/ Tim Nielsen Name: Rando Bruns Name: Tim Nielsen Title: Head of Treasury Title: Head of Capital Markets", "probability": 9.753681105940546e-10 }, { "score": -9.043240547180176, "text": "ITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY", "probability": 9.718824449018999e-10 }, { "score": -9.054790496826172, "text": "ITZ", "probability": 9.607218279531693e-10 }, { "score": -9.158492088317871, "text": "ITZERLAND,", "probability": 8.660852237782412e-10 }, { "score": -9.30252456665039, "text": "MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 7.49908227880388e-10 }, { "score": -9.449909210205078, "text": "January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 6.471422897546596e-10 }, { "score": -9.571121215820312, "text": "ITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA", "probability": 5.732684963869675e-10 }, { "score": -9.606075286865234, "text": "DARMSTADT, GERMANY", "probability": 5.535765896915399e-10 }, { "score": -9.626020431518555, "text": "JOINT FILING AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 5.426448049418006e-10 }, { "score": -9.696415901184082, "text": "ITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director", "probability": 5.057586107885668e-10 }, { "score": -9.71159553527832, "text": "ITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA", "probability": 4.981393551954374e-10 } ], "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 11.82132339477539, "probability": 0.9999997976792204 }, { "score": -5.4000749588012695, "text": "ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 3.317734558297415e-08 }, { "score": -5.640520095825195, "text": "ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 2.6086609691123743e-08 }, { "score": -6.031253814697266, "text": "GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.7649164147097317e-08 }, { "score": -6.067817687988281, "text": "ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.7015497592388566e-08 }, { "score": -6.087663650512695, "text": "MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.6681137488131085e-08 }, { "score": -6.111948013305664, "text": "GERMANY", "probability": 1.628092580431737e-08 }, { "score": -6.308262825012207, "text": "ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY", "probability": 1.3378907703233602e-08 }, { "score": -6.698997497558594, "text": "GERMANY", "probability": 9.051629007040792e-09 }, { "score": -6.755407333374023, "text": "MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY", "probability": 8.55516253911865e-09 }, { "score": -6.923033714294434, "text": "MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 7.234842028916996e-09 }, { "score": -7.195272445678711, "text": "COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 5.510579522720802e-09 }, { "score": -7.397879600524902, "text": "January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 4.499933591960706e-09 }, { "score": -7.426915168762207, "text": "SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY", "probability": 4.371154103225535e-09 }, { 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Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY", "probability": 2.25591111776966e-11 }, { "score": -12.399295806884766, "text": "AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ 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In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement. 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0.23885515654296946 }, { "score": 7.00236701965332, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company", "probability": 0.0023924155757355297 }, { "score": 4.658755302429199, "text": "7.1 Term This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "probability": 0.00022962490238556197 }, { "score": 4.206207275390625, "text": "This", "probability": 0.00014604270681886985 }, { "score": 3.927128791809082, "text": "Delivery of all Products shall be made pursuant to the Delivery Term.", "probability": 0.00011047846419619337 }, { "score": 3.273155689239502, "text": "Term This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "probability": 5.744612231027873e-05 }, { "score": 2.8700191974639893, "text": ".", "probability": 3.838669877292035e-05 }, { "score": 2.8502273559570312, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as", "probability": 3.7634424319603e-05 }, { "score": 2.6319289207458496, "text": "Delivery of all Products shall be made pursuant to the Delivery Term", "probability": 3.0253767940854607e-05 }, { "score": 2.504711151123047, "text": "shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "probability": 2.6639710197088357e-05 }, { "score": 2.500868320465088, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.\n\n7.2 Termination for Cause A Party shall have the right to terminate its obligations under this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after its receipt of written notice of the breach specifying such default.\n\n7.3 Survival Article 6 (for the duration of the applicable warranty period), Article 7, Article 8 and Article 9 shall survive any termination or expiration of this Agreement.", "probability": 2.6537534749233928e-05 }, { "score": 2.3327393531799316, "text": "The Delivery Term may be otherwise determined by the Company and the Supplier in the Purchase Order where delivery point is other place than China.", "probability": 2.2430713748537897e-05 }, { "score": 2.2116262912750244, "text": "become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "probability": 1.9872127211536856e-05 }, { "score": 2.174063205718994, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for", "probability": 1.9139514533387452e-05 }, { "score": 2.1677298545837402, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect", "probability": 1.9018680313961175e-05 }, { "score": 1.9873127937316895, "text": "Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "probability": 1.587911318893283e-05 }, { "score": 1.859431266784668, "text": "and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "probability": 1.3972946716702143e-05 }, { "score": 1.6952400207519531, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 1.1857159196450695e-05 }, { "score": 1.6823115348815918, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the", "probability": 1.170485076151097e-05 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Renewal Term": [ { "text": "", "score": 11.583642959594727, "probability": 0.999754464846681 }, { "score": 2.1600279808044434, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 8.077358662445417e-05 }, { "score": 2.0193309783935547, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "probability": 7.017225545420354e-05 }, { "score": 0.7200884819030762, "text": "The Company [***]will be provided on a [***] basis covering a rolling [***]period.", "probability": 1.913866271474203e-05 }, { "score": 0.6030992269515991, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 1.7025653908477693e-05 }, { "score": 0.46028852462768555, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period", "probability": 1.4759848541375052e-05 }, { "score": -0.15836048126220703, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 7.950712535885141e-06 }, { "score": -0.28070950508117676, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 7.035104382024138e-06 }, { "score": -0.7611696720123291, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "probability": 4.3512030107207425e-06 }, { "score": -0.801781177520752, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 4.1780342280392605e-06 }, { "score": -0.9255926609039307, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 3.6914870526273484e-06 }, { "score": -1.0561087131500244, "text": "Delivery of all Products shall be made pursuant to the Delivery Term.", "probability": 3.2398055738008172e-06 }, { "score": -1.2952039241790771, "text": "Each", "probability": 2.5508282462603114e-06 }, { "score": -1.315718650817871, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 2.4990318134642298e-06 }, { "score": -1.6229281425476074, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e)", "probability": 1.8380291630172255e-06 }, { "score": -1.8086981773376465, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 1.5264180635519666e-06 }, { "score": -1.904556393623352, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 1.386892509046068e-06 }, { "score": -1.983447551727295, "text": "agree that they may add additional Products to this Agreement through additional Purchase Orders [***]\n\nFor the avoidance of doubt, the outsource model is purely made based on the [***]\n\nMoreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement.\n\nIn any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.2816835425478077e-06 }, { "score": -2.059305191040039, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation;", "probability": 1.1880541990877112e-06 }, { "score": -2.2851686477661133, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof. Notwithstanding the above, if the Company has a long term supply agreement with a customer and the Suppliers (i) has confirmed in writing its intention to [***] hereunder and (ii) are actually providing Product in support of such supply agreement, neither Supplier can, to the extent of its confirmation, to supply the Company until such s[***]; provided however that, if a Shareholder terminates the [***], such Shareholder can immediately terminate [***].", "probability": 9.478617556839358e-07 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.817731857299805, "probability": 0.9982533183560693 }, { "score": 5.3386125564575195, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 0.0015324806606473447 }, { "score": 2.215329647064209, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"),", "probability": 6.744821638953958e-05 }, { "score": 1.217531442642212, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product", "probability": 2.4867505082700942e-05 }, { "score": 1.1425938606262207, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 2.307210593111346e-05 }, { "score": 0.9757716059684753, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 1.952707761028654e-05 }, { "score": 0.8322807550430298, "text": "Notwithstanding any other provisions in this Agreement, either Supplier may [***]after Suppliers' receipt of a written [***] that is deemed credible by written opinion of the relevant Supplier's outside counsel, provided that the relevant Supplier also [***] with respect to such Product; provided further that (i) relevant Supplier shall give the Company at [***]calendar days prior written notice of its intent to discontinue [***], and (ii) at the Company's request, if the Company will using the [***], Suppliers will provide the Company with all reasonable information and assistance necessary, [***]to the relevant [***]in accordance with the terms and conditions to be agreed by the relevant Supplier and the Company, to enable the Company to manufacture or have the [***].", "probability": 1.691686827364291e-05 }, { "score": 0.6561441421508789, "text": "Each", "probability": 1.4184851989993704e-05 }, { "score": -0.02698516845703125, "text": "The Company [***]will be provided on a [***] basis covering a rolling [***]period. The Company will provide the Suppliers with such [***]which will be updated [***] and [***]which will be updated [***] and will be used for planning purposes only. If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.\n\n3\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n2.5 End of Life Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 7.163834077506195e-06 }, { "score": -0.04329073429107666, "text": "\"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product.", "probability": 7.047970883845723e-06 }, { "score": -0.08364081382751465, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 6.7692458033659815e-06 }, { "score": -0.3646671772003174, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 5.11083765067738e-06 }, { "score": -0.3785538673400879, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that", "probability": 5.040355546085918e-06 }, { "score": -0.6475653648376465, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "probability": 3.851509413635898e-06 }, { "score": -0.8654377460479736, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 3.0974919812778865e-06 }, { "score": -0.9564027786254883, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 2.828163930149164e-06 }, { "score": -1.2049943208694458, "text": "2.5 End of Life Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 2.205680704814148e-06 }, { "score": -1.3352956771850586, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (", "probability": 1.9362145705496256e-06 }, { "score": -1.3868446350097656, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company", "probability": 1.8389336338236572e-06 }, { "score": -1.7381997108459473, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 1.294119810366526e-06 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Governing Law": [ { "text": "", "score": 12.222206115722656, "probability": 0.8991887042482279 }, { "score": 9.784461975097656, "text": "All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing; the Parties agree that the [***]submitted by the Company to any of the [***] will mirror the terms and conditions of the [***]with respect to specification for the Product and the end customer's requirement submitted to the Company by the Company's [***].", "probability": 0.07855105349864211 }, { "score": 8.156249046325684, "text": "All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing;", "probability": 0.015418002923637833 }, { "score": 6.7158379554748535, "text": "All terms and conditions for [***]will be governed by this Agreement.", "probability": 0.003651451489170404 }, { "score": 5.683816909790039, "text": "Notwithstanding anything contained in this Agreement and the China JV Operating Agreement to the contrary, and for the sake of clarity, [***]. 2.3 Purchase Order Terms All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing; the Parties agree that the [***]submitted by the Company to any of the [***] will mirror the terms and conditions of the [***]with respect to specification for the Product and the end customer's requirement submitted to the Company by the Company's [***].", "probability": 0.0013009616361520599 }, { "score": 5.336727142333984, "text": "All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing;", "probability": 0.0009194440764308284 }, { "score": 3.913112163543701, "text": "All terms and conditions for [***]will be governed by this Agreement", "probability": 0.00022144056941882806 }, { "score": 3.6332545280456543, "text": "All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing; the Parties agree that the [***]submitted by the Company to any of the [***] will mirror the terms and conditions of the [***]with respect to specification for the Product and the end customer's requirement submitted to the Company by the Company's [***]. Those terms and conditions of the [***]may be discussed and agreed between the Company and any of the Suppliers prior to issuance of such [***]to any of the [***].\n\n2.4 Rescheduling and Cancellation The Company may not [***]any portion of an accepted [***]unless the Supplier fails to fulfill any material term of such accepted [***]. The Suppliers shall at all times use prudent material planning practices, including by way of example, [***]. The Company [***]will be provided on a [***] basis covering a rolling [***]period. The Company will provide the Suppliers with such [***]which will be updated [***] and [***]which will be updated [***] and will be used for planning purposes only.", "probability": 0.00016738501005286873 }, { "score": 3.2920761108398438, "text": "All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing", "probability": 0.00011899936906924098 }, { "score": 3.1128549575805664, "text": "All terms and conditions for [***]will be governed by this Agreement. Any and all [***]set forth in Section 5.15 of the China JV Operating Agreement.", "probability": 9.947407305509147e-05 }, { "score": 2.9465432167053223, "text": "All", "probability": 8.42328760568894e-05 }, { "score": 2.826538324356079, "text": "Purchase Order Terms All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing; the Parties agree that the [***]submitted by the Company to any of the [***] will mirror the terms and conditions of the [***]with respect to specification for the Product and the end customer's requirement submitted to the Company by the Company's [***].", "probability": 7.470749372227411e-05 }, { "score": 2.8039474487304688, "text": "All", "probability": 7.303870667480426e-05 }, { "score": 2.0852904319763184, "text": "2.3 Purchase Order Terms All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing; the Parties agree that the [***]submitted by the Company to any of the [***] will mirror the terms and conditions of the [***]with respect to specification for the Product and the end customer's requirement submitted to the Company by the Company's [***].", "probability": 3.5599532733017106e-05 }, { "score": 1.6682276725769043, "text": "All [***]agreed to between the Company and a Supplier shall be governed by this Agreement", "probability": 2.3459364469467868e-05 }, { "score": 1.3951973915100098, "text": "Notwithstanding anything contained in this Agreement and the China JV Operating Agreement to the contrary, and for the sake of clarity, [***].", "probability": 1.785421244728328e-05 }, { "score": 1.266369104385376, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement.", "probability": 1.5696082904620733e-05 }, { "score": 1.2360820770263672, "text": "Notwithstanding anything contained in this Agreement and the China JV Operating Agreement to the contrary, and for the sake of clarity, [***]. 2.3 Purchase Order Terms All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing;", "probability": 1.5227822120099862e-05 }, { "score": 1.1295323371887207, "text": "All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing; the Parties agree that the [***]submitted by the Company to any of the [***] will mirror the terms and conditions of the [***]with respect to specification for the Product and the end customer's requirement submitted to the Company by the Company's [***]. Those terms and conditions of the [***]may be discussed and agreed between the Company and any of the Suppliers prior to issuance of such [***]to any of the [***].", "probability": 1.3688751230610027e-05 }, { "score": 0.7724542617797852, "text": "All", "probability": 9.578263783455718e-06 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Most Favored Nation": [ { "text": "", "score": 11.968338966369629, "probability": 0.9739285182456603 }, { "score": 8.027462005615234, "text": "The prices for each Product outsourced to the Suppliers shall be [***].", "probability": 0.01892456758723547 }, { "score": 6.480708599090576, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 0.004029762913289645 }, { "score": 4.507974147796631, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 0.0005604434646305877 }, { "score": 3.978631019592285, "text": "Notwithstanding the above, each of the Parties agrees and acknowledges that if a Supplier cannot provide Product to the Company because of [***]of the Company, then the Company will be [***] to seek the Product from the other Supplier without [***]of Product orders between the Suppliers.", "probability": 0.00033009656843142936 }, { "score": 3.931405782699585, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.0003148700475895914 }, { "score": 3.640028953552246, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.00023528161943236903 }, { "score": 3.5335378646850586, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.00021151418998330718 }, { "score": 3.404031991958618, "text": "If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 0.00018582144055948895 }, { "score": 3.3222944736480713, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and", "probability": 0.0001712370231968517 }, { "score": 3.290894031524658, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.00016594364706257276 }, { "score": 3.251816511154175, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 0.00015958404874666645 }, { "score": 2.915055751800537, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or", "probability": 0.00011395572268753447 }, { "score": 2.908161163330078, "text": "If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]", "probability": 0.00011317274712447735 }, { "score": 2.902681589126587, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 0.00011255430460705997 }, { "score": 2.877106189727783, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 0.00010971218243542328 }, { "score": 2.842855930328369, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 0.00010601813389893269 }, { "score": 2.5897984504699707, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 8.231494427608443e-05 }, { "score": 2.485231637954712, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or", "probability": 7.41422734565862e-05 }, { "score": 2.4347009658813477, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 7.04888956958097e-05 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Compete": [ { "text": "", "score": 11.80064582824707, "probability": 0.8032426318896552 }, { "score": 10.131579399108887, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 0.1513492978094977 }, { "score": 8.377652168273926, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or", "probability": 0.026197478485067236 }, { "score": 7.66274881362915, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.012816838451899253 }, { "score": 6.25553035736084, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.003137860989314141 }, { "score": 4.900423526763916, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 0.000809316288198906 }, { "score": 4.593233108520508, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.0005952606544568662 }, { "score": 4.404327869415283, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.0004927954332493765 }, { "score": 3.9362337589263916, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 0.0003085858339844907 }, { "score": 3.699936628341675, "text": "none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 0.00024364272346924339 }, { "score": 3.058478832244873, "text": "THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 0.00012828381423618632 }, { "score": 2.9971096515655518, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.00012064784464444504 }, { "score": 2.829355239868164, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.0001020151687725602 }, { "score": 2.667168378829956, "text": "any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 8.67416928550522e-05 }, { "score": 2.6226258277893066, "text": "In any case, none of the Parties shall", "probability": 8.296278249883519e-05 }, { "score": 2.5517661571502686, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter:", "probability": 7.728751530921856e-05 }, { "score": 2.2334389686584473, "text": "In", "probability": 5.621621534054396e-05 }, { "score": 2.144557476043701, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***", "probability": 5.143525086333046e-05 }, { "score": 2.144461154937744, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [", "probability": 5.1430296801676315e-05 }, { "score": 2.1015665531158447, "text": "of the Products to take advantage of the outsource relationship or [***]", "probability": 4.9270859886059296e-05 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Exclusivity": [ { "text": "", "score": 12.14244270324707, "probability": 0.7875077517048396 }, { "score": 10.705339431762695, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof.", "probability": 0.1871237088161111 }, { "score": 7.916354179382324, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof", "probability": 0.01150503413232511 }, { "score": 7.700684547424316, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof.", "probability": 0.009273075171371173 }, { "score": 6.4145097732543945, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement.", "probability": 0.0025623896601745986 }, { "score": 5.0514421463012695, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.0006556505416621679 }, { "score": 4.911699295043945, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof", "probability": 0.0005701417903333918 }, { "score": 4.048432350158691, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement. Any and all [***]set forth in Section 5.15 of the China JV Operating Agreement.", "probability": 0.00024047548237917887 }, { "score": 3.4098544120788574, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement.", "probability": 0.00012698134703100682 }, { "score": 3.3201217651367188, "text": "The", "probability": 0.00011608324406134201 }, { "score": 2.7046942710876465, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All", "probability": 6.27325254853677e-05 }, { "score": 2.27195405960083, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement", "probability": 4.0696408667275e-05 }, { "score": 2.185105323791504, "text": "distribution mechanism set forth in Section 10.1 hereof.", "probability": 3.7311109107706284e-05 }, { "score": 2.048898696899414, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 3.255999822828672e-05 }, { "score": 2.0225985050201416, "text": "Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof.", "probability": 3.17148268288155e-05 }, { "score": 1.9227538108825684, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism", "probability": 2.8701219142717148e-05 }, { "score": 1.778717279434204, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to", "probability": 2.485112614582681e-05 }, { "score": 1.6698260307312012, "text": "the exclusive distribution mechanism set forth in Section 10.1 hereof.", "probability": 2.228718435246458e-05 }, { "score": 1.5144768953323364, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.9080420129689204e-05 }, { "score": 1.4982494115829468, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 1.8773291623208097e-05 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.058109283447266, "probability": 0.8676066834124342 }, { "score": 9.344803810119629, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 0.05753727559186804 }, { "score": 8.666650772094727, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.029203249020341437 }, { "score": 7.332880020141602, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.007694526400101387 }, { "score": 7.161701202392578, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.006483953298047905 }, { "score": 7.128106594085693, "text": "Notwithstanding the above, if the Company has a long term supply agreement with a customer and the Suppliers (i) has confirmed in writing its intention to [***] hereunder and (ii) are actually providing Product in support of such supply agreement, neither Supplier can, to the extent of its confirmation, to supply the Company until such s[***]; provided however that, if a Shareholder terminates the [***], such Shareholder can immediately terminate [***].", "probability": 0.0062697456829883215 }, { "score": 7.097586631774902, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or", "probability": 0.006081283833933295 }, { "score": 6.768824100494385, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 0.004377392814399414 }, { "score": 6.681750774383545, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.004012361509897348 }, { "score": 6.634916305541992, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.0038287772806560013 }, { "score": 5.827930450439453, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.0017084040818233154 }, { "score": 5.43505334854126, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 0.0011533636052121917 }, { "score": 5.34798002243042, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.0010571844777665373 }, { "score": 5.18574857711792, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 0.000898865178484299 }, { "score": 4.645650386810303, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e)", "probability": 0.000523760681134202 }, { "score": 4.636234283447266, "text": "When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof. Notwithstanding the above, if the Company has a long term supply agreement with a customer and the Suppliers (i) has confirmed in writing its intention to [***] hereunder and (ii) are actually providing Product in support of such supply agreement, neither Supplier can, to the extent of its confirmation, to supply the Company until such s[***]; provided however that, if a Shareholder terminates the [***], such Shareholder can immediately terminate [***].", "probability": 0.0005188520428138763 }, { "score": 4.438445568084717, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***]", "probability": 0.00042574051709217135 }, { "score": 3.851977825164795, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 0.0002368346700451626 }, { "score": 3.7320873737335205, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter:", "probability": 0.0002100765213079452 }, { "score": 3.5301859378814697, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]", "probability": 0.0001716693796527584 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Competitive Restriction Exception": [ { "text": "", "score": 11.834587097167969, "probability": 0.657607431196519 }, { "score": 9.997846603393555, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof.", "probability": 0.10478049628168669 }, { "score": 9.632522583007812, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.07271470473186105 }, { "score": 9.629940032958984, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof.", "probability": 0.0725271576467103 }, { "score": 9.109566688537598, "text": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.04310279031619427 }, { "score": 8.2298002243042, "text": "Notwithstanding the above, each of the Parties agrees and acknowledges that if a Supplier cannot provide Product to the Company because of [***]of the Company, then the Company will be [***] to seek the Product from the other Supplier without [***]of Product orders between the Suppliers.", "probability": 0.01788247657922056 }, { "score": 7.282618522644043, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 0.006935405819422924 }, { "score": 6.958457946777344, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof", "probability": 0.005015228550567682 }, { "score": 6.590551376342773, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof", "probability": 0.0034714501708738186 }, { "score": 6.579714775085449, "text": "This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier. If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product. Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.00343403454484579 }, { "score": 6.055629730224609, "text": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement.", "probability": 0.0020332810665717924 }, { "score": 5.963879108428955, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein", "probability": 0.0018550286773363815 }, { "score": 5.955960273742676, "text": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.0018403970211953392 }, { "score": 5.821659564971924, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.0016091090037127537 }, { "score": 5.69552755355835, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.001418427126835951 }, { "score": 5.687723159790039, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement.", "probability": 0.0014074002480278177 }, { "score": 5.3025312423706055, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or", "probability": 0.0009574826189373743 }, { "score": 4.941080093383789, "text": "Notwithstanding the above, each of the Parties agrees and acknowledges that if a Supplier cannot provide Product to the Company because of [***]of the Company, then the Company will be [***] to seek the Product from the other Supplier without [***]of Product orders between the Suppliers", "probability": 0.0006670442725549109 }, { "score": 4.429616928100586, "text": "If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product. Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.00039997148380300194 }, { "score": 4.269175052642822, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.00034068264312273543 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.197822570800781, "probability": 0.9978517303890491 }, { "score": 4.848397731781006, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.0006415808048598134 }, { "score": 4.670866012573242, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.000537217703521846 }, { "score": 4.2179412841796875, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.00034154474348795127 }, { "score": 3.64284610748291, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.00019217059904283207 }, { "score": 3.3028621673583984, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 0.0001367835260149578 }, { "score": 3.0123894214630127, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.00010230175499371996 }, { "score": 2.343447685241699, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 5.240411359425757e-05 }, { "score": 1.7957592010498047, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 3.030451186183465e-05 }, { "score": 1.7129909992218018, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 2.7897258041995856e-05 }, { "score": 1.6660706996917725, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to", "probability": 2.6618543751101333e-05 }, { "score": 1.1317155361175537, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement. Any and all [***]set forth in Section 5.15 of the China JV Operating Agreement.\n\n1.1 Defined Terms Unless otherwise defined in this Agreement and Schedule 1 hereof, terms defined in the China JV Operating Agreement shall have the same meanings when used in this Agreement.", "probability": 1.559971964826281e-05 }, { "score": 0.797714352607727, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or", "probability": 1.1170225035743766e-05 }, { "score": 0.27308154106140137, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e)", "probability": 6.610233296855805e-06 }, { "score": 0.11276769638061523, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein", "probability": 5.631101678867935e-06 }, { "score": -0.016443729400634766, "text": "In", "probability": 4.948545412375161e-06 }, { "score": -0.12729310989379883, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 4.42931213093862e-06 }, { "score": -0.1416414976119995, "text": "A. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 4.366212415308617e-06 }, { "score": -0.3573751449584961, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e)", "probability": 3.518948634986294e-06 }, { "score": -0.4612528085708618, "text": "Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 3.171753527310895e-06 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Disparagement": [ { "text": "", "score": 11.521743774414062, "probability": 0.9998942307428829 }, { "score": 1.3611327409744263, "text": "Notwithstanding anything contained in this Agreement and the China JV Operating Agreement to the contrary, and for the sake of clarity, [***].", "probability": 3.865954674869481e-05 }, { "score": 1.1806972026824951, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 3.227710680805376e-05 }, { "score": -0.46633732318878174, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 6.217225123033177e-06 }, { "score": -0.6033380031585693, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 5.421231510170579e-06 }, { "score": -0.991669237613678, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 3.6766123497893346e-06 }, { "score": -1.0764567852020264, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or", "probability": 3.377731139166754e-06 }, { "score": -1.1286699771881104, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 3.2058941310477037e-06 }, { "score": -1.2293171882629395, "text": "The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the relevant Supplier, (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the relevant Supplier, or (iii) the fault of the Company.", "probability": 2.8989361371732945e-06 }, { "score": -1.9661489725112915, "text": "If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product.", "probability": 1.387511751549541e-06 }, { "score": -2.027935028076172, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 1.3043775849785428e-06 }, { "score": -2.043612241744995, "text": "Notwithstanding anything contained in this Agreement and the China JV Operating Agreement to the contrary, and for the sake of clarity, [***]. 2.3 Purchase Order Terms All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing; the Parties agree that the [***]submitted by the Company to any of the [***] will mirror the terms and conditions of the [***]with respect to specification for the Product and the end customer's requirement submitted to the Company by the Company's [***]. Those terms and conditions of the [***]may be discussed and agreed between the Company and any of the Suppliers prior to issuance of such [***]to any of the [***].\n\n2.4 Rescheduling and Cancellation The Company may not [***]any portion of an accepted [***]unless the Supplier fails to fulfill any material term of such accepted [***].", "probability": 1.2840880362232175e-06 }, { "score": -2.270360231399536, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 1.0235743611843092e-06 }, { "score": -2.404000997543335, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 8.955296134542193e-07 }, { "score": -2.466944694519043, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 8.408990298738848e-07 }, { "score": -2.5298614501953125, "text": "If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product. Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 7.896223849772327e-07 }, { "score": -2.553267002105713, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 7.713554450695854e-07 }, { "score": -2.795692205429077, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 6.052999269733138e-07 }, { "score": -2.8321080207824707, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 5.836539564601037e-07 }, { "score": -2.8932065963745117, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 5.490610795361576e-07 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Termination For Convenience": [ { "text": "", "score": 11.736422538757324, "probability": 0.9106473842847204 }, { "score": 9.34463882446289, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 0.08329362732833584 }, { "score": 6.067259788513184, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"),", "probability": 0.0031424193838208467 }, { "score": 4.697451114654541, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof.", "probability": 0.0007986634258371265 }, { "score": 4.566342353820801, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product", "probability": 0.0007005255590131355 }, { "score": 4.380873680114746, "text": "Notwithstanding any other provisions in this Agreement, either Supplier may [***]after Suppliers' receipt of a written [***] that is deemed credible by written opinion of the relevant Supplier's outside counsel, provided that the relevant Supplier also [***] with respect to such Product; provided further that (i) relevant Supplier shall give the Company at [***]calendar days prior written notice of its intent to discontinue [***],", "probability": 0.0005819369905549852 }, { "score": 2.9200711250305176, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination", "probability": 0.0001350384595112775 }, { "score": 2.8936827182769775, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.00013152161574280974 }, { "score": 2.8242459297180176, "text": "Each", "probability": 0.00012269902774201936 }, { "score": 2.507248640060425, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that", "probability": 8.93657177399007e-05 }, { "score": 1.7956247329711914, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company", "probability": 4.3864846275174014e-05 }, { "score": 1.7444348335266113, "text": "Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 4.16759128172835e-05 }, { "score": 1.713364601135254, "text": "Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 4.040094190759621e-05 }, { "score": 1.6238129138946533, "text": "If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.\n\n3\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n2.5 End of Life Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 3.694023779197103e-05 }, { "score": 1.616817831993103, "text": "2.5 End of Life Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 3.668273946407373e-05 }, { "score": 1.5643565654754639, "text": "Notwithstanding the above, if the Company has a long term supply agreement with a customer and the Suppliers (i) has confirmed in writing its intention to [***] hereunder and (ii) are actually providing Product in support of such supply agreement, neither Supplier can, to the extent of its confirmation, to supply the Company until such s[***]; provided however that, if a Shareholder terminates the [***], such Shareholder can immediately terminate [***].\n\n2.6 Certain Claims Notwithstanding any other provisions in this Agreement, either Supplier may [***]after Suppliers' receipt of a written [***] that is deemed credible by written opinion of the relevant Supplier's outside counsel, provided that the relevant Supplier also [***] with respect to such Product; provided further that (i) relevant Supplier shall give the Company at [***]calendar days prior written notice of its intent to discontinue [***],", "probability": 3.480792405465239e-05 }, { "score": 1.5591974258422852, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product. When", "probability": 3.4628807554920715e-05 }, { "score": 1.5444848537445068, "text": "by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 3.412305828622997e-05 }, { "score": 1.4439271688461304, "text": "provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 3.0858605777178584e-05 }, { "score": 1.1428117752075195, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (", "probability": 2.2835133052513276e-05 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.23415756225586, "probability": 0.5570201474173724 }, { "score": 11.34353256225586, "text": "Failure of the Suppliers to accept or reject a [***]within [***]hours shall constitute acceptance of such [***].", "probability": 0.2286006078981077 }, { "score": 10.78331184387207, "text": "The Suppliers shall notify the Company of acceptance or rejection of a [***]within [***]hours of receipt of a [***]. Failure of the Suppliers to accept or reject a [***]within [***]hours shall constitute acceptance of such [***].", "probability": 0.13054992128490986 }, { "score": 9.729061126708984, "text": "The Suppliers shall notify the Company of acceptance or rejection of a [***]within [***]hours of receipt of a [***].", "probability": 0.04549056651097734 }, { "score": 7.492127895355225, "text": "Notwithstanding the above, each of the Parties agrees and acknowledges that if a Supplier cannot provide Product to the Company because of [***]of the Company, then the Company will be [***] to seek the Product from the other Supplier without [***]of Product orders between the Suppliers.", "probability": 0.004857732395202745 }, { "score": 7.432162284851074, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 0.004574997412594491 }, { "score": 7.257868766784668, "text": "If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product.", "probability": 0.0038432279102048115 }, { "score": 7.2129621505737305, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.0036744593231797205 }, { "score": 7.197876930236816, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company.", "probability": 0.003619445287359806 }, { "score": 7.014538764953613, "text": "The Suppliers will make good faith efforts to accept all [***]from the Company that comply with this Agreement including adhering to all relevant specifications of the Product as set forth in the [***]entered into between the Company and the Supplier (including the [***] (as defined below)). The Suppliers shall notify the Company of acceptance or rejection of a [***]within [***]hours of receipt of a [***]. Failure of the Suppliers to accept or reject a [***]within [***]hours shall constitute acceptance of such [***].", "probability": 0.003013139665213355 }, { "score": 6.969722747802734, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.0028810839536308358 }, { "score": 6.894539833068848, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.002672418002209675 }, { "score": 6.779370307922363, "text": "Failure of the Suppliers to accept or reject a [***]within [***]hours shall constitute acceptance of such [***]. The lead time for the Products will be as set forth in the applicable [***].", "probability": 0.0023816991374161914 }, { "score": 6.219150066375732, "text": "The Suppliers shall notify the Company of acceptance or rejection of a [***]within [***]hours of receipt of a [***]. Failure of the Suppliers to accept or reject a [***]within [***]hours shall constitute acceptance of such [***]. The lead time for the Products will be as set forth in the applicable [***].", "probability": 0.0013601485404445023 }, { "score": 5.960288047790527, "text": "The Suppliers will make good faith efforts to accept all [***]from the Company that comply with this Agreement including adhering to all relevant specifications of the Product as set forth in the [***]entered into between the Company and the Supplier (including the [***] (as defined below)). The Suppliers shall notify the Company of acceptance or rejection of a [***]within [***]hours of receipt of a [***].", "probability": 0.0010499388203238681 }, { "score": 5.940144062042236, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.0010290004666654536 }, { "score": 5.935927391052246, "text": "Notwithstanding the above, each of the Parties agrees and acknowledges that if a Supplier cannot provide Product to the Company because of [***]of the Company, then the Company will be [***] to seek the Product from the other Supplier without [***]of Product orders between the Suppliers.\n\n4\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 4. PRODUCT PRICES AND PAYMENT\n\n4.1 Prices The purchase price for the Product shall be as set forth in Schedule 2.", "probability": 0.0010246706453803447 }, { "score": 5.714127540588379, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.0008208387373201075 }, { "score": 5.704134464263916, "text": "Notwithstanding the above, if the Company has a long term supply agreement with a customer and the Suppliers (i) has confirmed in writing its intention to [***] hereunder and (ii) are actually providing Product in support of such supply agreement, neither Supplier can, to the extent of its confirmation, to supply the Company until such s[***]; provided however that, if a Shareholder terminates the [***], such Shareholder can immediately terminate [***].", "probability": 0.000812676882110219 }, { "score": 5.587596893310547, "text": "If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product.", "probability": 0.0007232797093765396 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Change Of Control": [ { "text": "", "score": 12.31507682800293, "probability": 0.8597240006690985 }, { "score": 9.499265670776367, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.05145976555927074 }, { "score": 9.033024787902832, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.0322836002207256 }, { "score": 8.530744552612305, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.019536394934491507 }, { "score": 7.3773627281188965, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.006165056544306419 }, { "score": 7.034111976623535, "text": "For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].", "probability": 0.00437386281011135 }, { "score": 6.9331231117248535, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 0.003953723100232836 }, { "score": 6.781220436096191, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 0.003396532357686397 }, { "score": 6.734201908111572, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 0.0032405286769548 }, { "score": 6.557936668395996, "text": "Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]\n\n(c) For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].", "probability": 0.0027168449132654 }, { "score": 6.430842876434326, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 0.0023925923818801016 }, { "score": 6.245934009552002, "text": "Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.0019886750039877048 }, { "score": 6.231921672821045, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 0.0019610033452493085 }, { "score": 6.1461076736450195, "text": "For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].", "probability": 0.0017997400790115705 }, { "score": 5.7496185302734375, "text": "(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]\n\n(c) For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].", "probability": 0.0012106448003884136 }, { "score": 5.421876907348633, "text": "For the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]\n\n(c) For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].", "probability": 0.0008723291049257813 }, { "score": 5.307922840118408, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation;", "probability": 0.0007783783362696203 }, { "score": 5.264125823974609, "text": "If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]\n\n(c) For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].", "probability": 0.0007450234416882976 }, { "score": 5.2605109214782715, "text": "Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 0.0007423351165332432 }, { "score": 5.141386032104492, "text": "(a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.0006589686039221628 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Anti-Assignment": [ { "text": "", "score": 12.059869766235352, "probability": 0.988415471702539 }, { "score": 6.737320423126221, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.004823760372490461 }, { "score": 5.620080947875977, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.0015782463237038007 }, { "score": 5.618983745574951, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.0015765156178466986 }, { "score": 5.056893348693848, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 0.0008986395321500364 }, { "score": 4.78671407699585, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.000685880021745498 }, { "score": 4.597446441650391, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.0005676102943048101 }, { "score": 4.390716075897217, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 0.00046160276994188605 }, { "score": 3.557349443435669, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 0.00020060505677392277 }, { "score": 3.473565101623535, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.00018448234016616935 }, { "score": 3.050658702850342, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 0.00012086175150810681 }, { "score": 2.6508688926696777, "text": "Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 8.103308537455154e-05 }, { "score": 2.4050800800323486, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e)", "probability": 6.33749529846605e-05 }, { "score": 2.356325626373291, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 6.035925350189159e-05 }, { "score": 2.3552284240722656, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 6.0293063508607865e-05 }, { "score": 2.217291831970215, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 5.252453910872344e-05 }, { "score": 2.124162435531616, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation;", "probability": 4.785382612660906e-05 }, { "score": 2.05911922454834, "text": "For the avoidance of doubt, the outsource model is purely made based on the [***]\n\nMoreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement.\n\nIn any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 4.484032582493226e-05 }, { "score": 1.9270079135894775, "text": "Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 3.929104198612669e-05 }, { "score": 1.8602619171142578, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter:", "probability": 3.675412841356757e-05 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.078987121582031, "probability": 0.9750423223759761 }, { "score": 8.277812957763672, "text": "Notwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above.", "probability": 0.0217868529852692 }, { "score": 6.203606605529785, "text": "Notwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above", "probability": 0.002737651296021944 }, { "score": 3.1373205184936523, "text": "[***] for the Company will be reviewed and discussed by the Steering Committee. The Steering Committee role will be as defined in Section 5.15 of the China JV Operating Agreement.\n\nARTICLE 3. PURCHASE ORDER ALLOCATION\n\nNotwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above.", "probability": 0.0001275577946817742 }, { "score": 2.341773748397827, "text": "Notwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above. The Parties will review the [***] of orders between Suppliers on a [***].", "probability": 5.757121961788713e-05 }, { "score": 2.264442205429077, "text": "Not", "probability": 5.328693826525132e-05 }, { "score": 2.0969929695129395, "text": "provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above.", "probability": 4.5071134328433545e-05 }, { "score": 1.758193016052246, "text": "Notwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***];", "probability": 3.211881678506228e-05 }, { "score": 1.4432868957519531, "text": "Priority for New Products [***] for the Company will be reviewed and discussed by the Steering Committee. The Steering Committee role will be as defined in Section 5.15 of the China JV Operating Agreement.\n\nARTICLE 3. PURCHASE ORDER ALLOCATION\n\nNotwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above.", "probability": 2.344215578367085e-05 }, { "score": 1.274370789527893, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.9798770197791747e-05 }, { "score": 1.0631142854690552, "text": "[***] for the Company will be reviewed and discussed by the Steering Committee. The Steering Committee role will be as defined in Section 5.15 of the China JV Operating Agreement.\n\nARTICLE 3. PURCHASE ORDER ALLOCATION\n\nNotwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above", "probability": 1.6028418780505038e-05 }, { "score": 0.5229146480560303, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 9.33866849892837e-06 }, { "score": 0.5105061531066895, "text": "Notwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier", "probability": 9.22350565445151e-06 }, { "score": 0.1569809913635254, "text": "Notwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above. The", "probability": 6.4768224431457275e-06 }, { "score": 0.14532184600830078, "text": "Notwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.", "probability": 6.401746738570845e-06 }, { "score": 0.08778190612792969, "text": "Notwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1", "probability": 6.0437878396107456e-06 }, { "score": 0.06583774089813232, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 5.912606556632681e-06 }, { "score": 0.022786762565374374, "text": "provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above", "probability": 5.663464444249246e-06 }, { "score": -0.024558544158935547, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 5.401574530881864e-06 }, { "score": -0.3668403625488281, "text": "Notwithstanding any other provisions in this Agreement, the Parties agree that,", "probability": 3.8359175861551816e-06 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Price Restrictions": [ { "text": "", "score": 11.998559951782227, "probability": 0.9534303583280951 }, { "score": 8.868927001953125, "text": "The prices for each Product outsourced to the Suppliers shall be [***].", "probability": 0.041697177247540296 }, { "score": 5.523181915283203, "text": "Schedule 2\n\nProduct Prices\n\nThe prices for each Product outsourced to the Suppliers shall be [***].", "probability": 0.0014691563844699133 }, { "score": 5.417462348937988, "text": "If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.", "probability": 0.0013217660797938866 }, { "score": 4.6632585525512695, "text": "The purchase price for the Product shall be as set forth in Schedule 2.", "probability": 0.0006217389214493201 }, { "score": 3.857243537902832, "text": "The purchase price for the Product shall be as set forth in Schedule 2.", "probability": 0.0002776899627779736 }, { "score": 3.8534836769104004, "text": "Notwithstanding the above, each of the Parties agrees and acknowledges that if a Supplier cannot provide Product to the Company because of [***]of the Company, then the Company will be [***] to seek the Product from the other Supplier without [***]of Product orders between the Suppliers.\n\n4\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 4. PRODUCT PRICES AND PAYMENT\n\n4.1 Prices The purchase price for the Product shall be as set forth in Schedule 2.", "probability": 0.00027664784745097846 }, { "score": 3.5804738998413086, "text": "If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.\n\n3\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n2.5 End of Life Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 0.00021055262281040516 }, { "score": 3.3556084632873535, "text": "Product Prices\n\nThe prices for each Product outsourced to the Suppliers shall be [***].", "probability": 0.00016815230984838203 }, { "score": 3.0601792335510254, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.00012514098042792047 }, { "score": 2.678584575653076, "text": "\"Product\" means photolithographic integrated circuit photomasks for [***] and related services.\n\n12. \"Purchase Order\" means any of the following (a) a written purchase order issued to the Company by third party buyers for the purchase of certain Products; (b) a written purchase order issued by the Company to a Supplier for a quantity of the Product.\n\n13. \"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product. *** Confidential treatment has been requested by Photronics, Inc. for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nSchedule 2\n\nProduct Prices\n\nThe prices for each Product outsourced to the Suppliers shall be [***].", "probability": 8.544272661147139e-05 }, { "score": 2.460439443588257, "text": "Notwithstanding the above, each of the Parties agrees and acknowledges that if a Supplier cannot provide Product to the Company because of [***]of the Company, then the Company will be [***] to seek the Product from the other Supplier without [***]of Product orders between the Suppliers.", "probability": 6.869669945628103e-05 }, { "score": 2.210643768310547, "text": "\nProduct Prices\n\nThe prices for each Product outsourced to the Suppliers shall be [***].", "probability": 5.351197603366613e-05 }, { "score": 2.029510736465454, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 4.464634513542144e-05 }, { "score": 1.7146183252334595, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 3.2585911646105544e-05 }, { "score": 1.576986312866211, "text": "The Company may not [***]any portion of an accepted [***]unless the Supplier fails to fulfill any material term of such accepted [***].", "probability": 2.83959924559258e-05 }, { "score": 1.5626111030578613, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 2.7990714066688247e-05 }, { "score": 1.254252314567566, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 2.0563425285592834e-05 }, { "score": 1.250675916671753, "text": "If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.\n\n3\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n2.5 End of Life Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof.", "probability": 2.0490013647533033e-05 }, { "score": 1.1906107664108276, "text": "The Company may not [***]any portion of an accepted [***]unless the Supplier fails to fulfill any material term of such accepted [***]. The Suppliers shall at all times use prudent material planning practices, including by way of example, [***]. The Company [***]will be provided on a [***] basis covering a rolling [***]period. The Company will provide the Suppliers with such [***]which will be updated [***] and [***]which will be updated [***] and will be used for planning purposes only. If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.", "probability": 1.929551099737634e-05 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Minimum Commitment": [ { "text": "", "score": 12.120002746582031, "probability": 0.9981997846272024 }, { "score": 5.4636688232421875, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.0012835369609752244 }, { "score": 3.1190035343170166, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.00012306461073590349 }, { "score": 2.9141736030578613, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.00010027130644603909 }, { "score": 2.584758758544922, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 7.212961668083106e-05 }, { "score": 1.944061040878296, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 3.8006873104899043e-05 }, { "score": 1.6030789613723755, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 2.7025610002253584e-05 }, { "score": 1.2253220081329346, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 1.8523273747267427e-05 }, { "score": 1.1718707084655762, "text": "If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.\n\n3\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n2.5 End of Life Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 1.7559176348781263e-05 }, { "score": 1.167156457901001, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.7476592804471496e-05 }, { "score": 1.0060453414916992, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 1.4876031821334714e-05 }, { "score": 0.9974569082260132, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier. If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product.", "probability": 1.4748817084376542e-05 }, { "score": 0.9612597227096558, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "probability": 1.4224498099241708e-05 }, { "score": 0.7860022783279419, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof.", "probability": 1.1937781086018223e-05 }, { "score": 0.7346965074539185, "text": "The Company may not [***]any portion of an accepted [***]unless the Supplier fails to fulfill any material term of such accepted [***].", "probability": 1.1340750538113961e-05 }, { "score": 0.515312910079956, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation;", "probability": 9.106777201506708e-06 }, { "score": 0.2627580165863037, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e)", "probability": 7.074268105983906e-06 }, { "score": 0.17407912015914917, "text": "If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.", "probability": 6.473941335011115e-06 }, { "score": 0.17016375064849854, "text": "The Company may not [***]any portion of an accepted [***]unless the Supplier fails to fulfill any material term of such accepted [***]. The Suppliers shall at all times use prudent material planning practices, including by way of example, [***]. The Company [***]will be provided on a [***] basis covering a rolling [***]period. The Company will provide the Suppliers with such [***]which will be updated [***] and [***]which will be updated [***] and will be used for planning purposes only. If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.", "probability": 6.448643020936908e-06 }, { "score": 0.16100382804870605, "text": "A. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 6.389843659914823e-06 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Volume Restriction": [ { "text": "", "score": 12.028837203979492, "probability": 0.9996870709511673 }, { "score": 3.0665736198425293, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.0001281157299680072 }, { "score": 1.9183852672576904, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 4.063970901664637e-05 }, { "score": 1.5470209121704102, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 2.80329691777382e-05 }, { "score": 1.2442278861999512, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 2.0709411570074243e-05 }, { "score": 1.1492668390274048, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.8833311967052273e-05 }, { "score": 0.8356256484985352, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 1.3763030174923053e-05 }, { "score": 0.40242695808410645, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 8.924384253199476e-06 }, { "score": 0.31173038482666016, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 8.150593614946484e-06 }, { "score": 0.008937358856201172, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 6.021267195855594e-06 }, { "score": 0.0010785460472106934, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 5.9741326375151636e-06 }, { "score": -0.23089545965194702, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 4.737288455938395e-06 }, { "score": -0.24246752262115479, "text": "The prices for each Product outsourced to the Suppliers shall be [***].", "probability": 4.68278422703984e-06 }, { "score": -0.3037240505218506, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation;", "probability": 4.404542194756586e-06 }, { "score": -0.3702858090400696, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 4.120912283662863e-06 }, { "score": -0.39966487884521484, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 4.001604865856542e-06 }, { "score": -0.47025036811828613, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 3.728887783580628e-06 }, { "score": -0.6730788350105286, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 3.044332121419413e-06 }, { "score": -0.6807858943939209, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 3.020959455929478e-06 }, { "score": -1.0816810131072998, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 2.023197868524556e-06 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.236404418945312, "probability": 0.9966283373407129 }, { "score": 5.831510543823242, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.", "probability": 0.0016478708230399104 }, { "score": 4.568989276885986, "text": "Risk of loss for the Products and title to the Products shall pass to the Company in accordance with the Delivery Term.", "probability": 0.00046624817483261464 }, { "score": 3.9985594749450684, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.\n\n6. [***].\n\n7. [***].\n\n8. [***].\n\n9. [***].\n\n10. [***].", "probability": 0.0002635618998516201 }, { "score": 3.910966157913208, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.\n\n6. [***].\n\n7. [***].", "probability": 0.0002414578533106742 }, { "score": 3.788939952850342, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.\n\n6. [***].", "probability": 0.0002137204242895535 }, { "score": 3.759268045425415, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.\n\n6. [***].\n\n7. [***].\n\n8. [***].\n\n9. [***].", "probability": 0.0002074720900667569 }, { "score": 3.2469282150268555, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.00012429490330809458 }, { "score": 2.907660961151123, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.\n\n6. [***].\n\n7. [***].\n\n8. [***].", "probability": 8.853427282866121e-05 }, { "score": 1.7288596630096436, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 2.723732955466357e-05 }, { "score": 1.6860895156860352, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 2.60969459789731e-05 }, { "score": 1.0036848783493042, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 1.3189402389363153e-05 }, { "score": 0.6884269118309021, "text": "5. \"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.", "probability": 9.622996390922402e-06 }, { "score": 0.6451752185821533, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith", "probability": 9.215658038599287e-06 }, { "score": 0.4300159215927124, "text": "Delivery of all Products shall be made pursuant to the Delivery Term. Risk of loss for the Products and title to the Products shall pass to the Company in accordance with the Delivery Term.", "probability": 7.431626176661299e-06 }, { "score": 0.2788134813308716, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 6.388773189459036e-06 }, { "score": 0.2371687889099121, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.\n\n6. [***].\n\n7. [***].\n\n8. [***].\n\n9. [***].\n\n10. [***]. 11. \"Product\" means photolithographic integrated circuit photomasks for [***] and related services.", "probability": 6.128178547812239e-06 }, { "score": 0.1965787410736084, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 5.884416118429018e-06 }, { "score": -0.2771759033203125, "text": "Risk of loss for the Products and title to the Products shall pass to the Company in accordance with the Delivery Term", "probability": 3.663990581202029e-06 }, { "score": -0.28294849395751953, "text": "Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.", "probability": 3.6429007933981797e-06 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.110688209533691, "probability": 0.9086426032159621 }, { "score": 8.791234016418457, "text": "In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 0.03286793781049698 }, { "score": 8.244467735290527, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company.", "probability": 0.019024571240169767 }, { "score": 7.931961536407471, "text": "In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.013918587373354135 }, { "score": 7.384273052215576, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan.", "probability": 0.008048910042092816 }, { "score": 6.39614200592041, "text": "Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan.", "probability": 0.002996382229539104 }, { "score": 6.326348304748535, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company", "probability": 0.002794384691726192 }, { "score": 6.119312286376953, "text": "Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 0.0022718078357054135 }, { "score": 5.647855758666992, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan", "probability": 0.0014178184538903098 }, { "score": 5.640577793121338, "text": "In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement. Any and all [***]set forth in Section 5.15 of the China JV Operating Agreement.", "probability": 0.0014075370791610425 }, { "score": 5.566623210906982, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.0013071992121943086 }, { "score": 5.416440010070801, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks.", "probability": 0.0011249106852554383 }, { "score": 5.260039806365967, "text": "Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.0009620425850580079 }, { "score": 5.259371757507324, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 0.000961400108233943 }, { "score": 4.659724712371826, "text": "Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan", "probability": 0.0005278138279260623 }, { "score": 4.606677532196045, "text": "In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement", "probability": 0.0005005444683837369 }, { "score": 4.271240711212158, "text": "Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 0.00035790214882810826 }, { "score": 4.207801818847656, "text": "In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement", "probability": 0.00033590242949335734 }, { "score": 4.1221795082092285, "text": "In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement", "probability": 0.00030833856576262454 }, { "score": 3.79997181892395, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company", "probability": 0.00022340599676667192 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__License Grant": [ { "text": "", "score": 11.748577117919922, "probability": 0.9999980444244352 }, { "score": -2.724299192428589, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 5.182136303381067e-07 }, { "score": -3.1507790088653564, "text": "In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 3.382914339454746e-07 }, { "score": -3.69038724899292, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 1.972159881031936e-07 }, { "score": -4.031706809997559, "text": "\"Product\" means photolithographic integrated circuit photomasks for [***] and related services.", "probability": 1.40187379602965e-07 }, { "score": -4.0329976081848145, "text": "Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 1.4000654272456334e-07 }, { "score": -4.145995616912842, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.2504718505771183e-07 }, { "score": -4.916794776916504, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.", "probability": 5.7852229170797726e-08 }, { "score": -5.0378618240356445, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 5.12556030277459e-08 }, { "score": -5.176074504852295, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company.", "probability": 4.4639193832255775e-08 }, { "score": -5.244941711425781, "text": "In connection with the China JV Operating Agreement", "probability": 4.1668483514153384e-08 }, { "score": -5.336268901824951, "text": "In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 3.8031617818588945e-08 }, { "score": -5.376666069030762, "text": "China JV Operating Agreement.\n\nIn any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 3.6525866996233635e-08 }, { "score": -5.389500141143799, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 3.606008670745757e-08 }, { "score": -5.416393756866455, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement. Any and all [***]set forth in Section 5.15 of the China JV Operating Agreement.", "probability": 3.510322499963482e-08 }, { "score": -5.444421768188477, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 3.4133011502683745e-08 }, { "score": -5.500464916229248, "text": "Notwithstanding any other provisions in this Agreement, either Supplier may [***]after Suppliers' receipt of a written [***] that is deemed credible by written opinion of the relevant Supplier's outside counsel, provided that the relevant Supplier also [***] with respect to such Product; provided further that (i) relevant Supplier shall give the Company at [***]calendar days prior written notice of its intent to discontinue [***], and (ii) at the Company's request, if the Company will using the [***], Suppliers will provide the Company with all reasonable information and assistance necessary, [***]to the relevant [***]in accordance with the terms and conditions to be agreed by the relevant Supplier and the Company, to enable the Company to manufacture or have the [***].", "probability": 3.2272705667522256e-08 }, { "score": -5.501058578491211, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks.", "probability": 3.225355226596438e-08 }, { "score": -5.601420879364014, "text": "\"Product\" means photolithographic integrated circuit photomasks for [***] and related services.\n\n12. \"Purchase Order\" means any of the following (a) a written purchase order issued to the Company by third party buyers for the purchase of certain Products; (b) a written purchase order issued by the Company to a Supplier for a quantity of the Product.", "probability": 2.9173649401256267e-08 }, { "score": -5.655271530151367, "text": "Dai Nippon Printing Co., Ltd., a Japanese corporation with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan (\"DNP\"),\n\nPhotronics", "probability": 2.7644180434870395e-08 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Transferable License": [ { "text": "", "score": 12.005483627319336, "probability": 0.9904557952496731 }, { "score": 6.321793556213379, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.0033685256811881443 }, { "score": 6.157962799072266, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 0.0028594932052619223 }, { "score": 5.012294769287109, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.0009093514538666693 }, { "score": 4.750980854034424, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.0007002362248010545 }, { "score": 3.991957426071167, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.0003277969343775184 }, { "score": 3.8521132469177246, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 0.00028501737262791343 }, { "score": 3.6881465911865234, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 0.0002419142874357425 }, { "score": 3.6811273097991943, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.00024022216865713563 }, { "score": 2.873745918273926, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof.", "probability": 0.0001071449731153084 }, { "score": 2.66780948638916, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 8.720366627520177e-05 }, { "score": 2.527604818344116, "text": "For the avoidance of doubt, the outsource model is purely made based on the [***]\n\nMoreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement.\n\nIn any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 7.579571088573416e-05 }, { "score": 2.371628522872925, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 6.484925424179049e-05 }, { "score": 2.125962972640991, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 5.072403496663475e-05 }, { "score": 2.1103148460388184, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 4.99364768208022e-05 }, { "score": 2.0323145389556885, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter:", "probability": 4.6189450462154856e-05 }, { "score": 2.0174496173858643, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation;", "probability": 4.5507925858004145e-05 }, { "score": 1.571587085723877, "text": "Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 2.9137440834743935e-05 }, { "score": 1.5221868753433228, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 2.773302006676266e-05 }, { "score": 1.5110352039337158, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 2.7425468583569315e-05 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.047048568725586, "probability": 0.9156884576021943 }, { "score": 9.280813217163086, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company.", "probability": 0.05759529287673539 }, { "score": 7.393703937530518, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company", "probability": 0.008726213694839271 }, { "score": 7.030872821807861, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 0.006070861048353845 }, { "score": 6.458089351654053, "text": "A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.", "probability": 0.003423683362039536 }, { "score": 6.249927520751953, "text": "\"Affiliate\" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person.", "probability": 0.0027802897449157793 }, { "score": 5.667481422424316, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "probability": 0.001552876548499813 }, { "score": 5.24912166595459, "text": "\"Affiliate\" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term \"control\" (including, with correlative meaning, the terms \"controlled by\" and \"under common control with\"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.", "probability": 0.001021987532169158 }, { "score": 5.075881481170654, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.", "probability": 0.0008594257094398039 }, { "score": 4.769395351409912, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks.", "probability": 0.000632562010872719 }, { "score": 4.6333842277526855, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company", "probability": 0.0005521209491441574 }, { "score": 3.802279472351074, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan.", "probability": 0.00024048612068778755 }, { "score": 3.341716766357422, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company,", "probability": 0.00015172955180720905 }, { "score": 3.237438440322876, "text": "Phot", "probability": 0.00013670445675026331 }, { "score": 3.104036808013916, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company", "probability": 0.00011963192212532471 }, { "score": 2.947418451309204, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks", "probability": 0.00010228891983678913 }, { "score": 2.9116365909576416, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates,", "probability": 9.869354027762044e-05 }, { "score": 2.9097952842712402, "text": "\"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.\n\n6. [***].", "probability": 9.851198240516119e-05 }, { "score": 2.6598105430603027, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business", "probability": 7.672237972073291e-05 }, { "score": 2.5887556076049805, "text": "\"Affiliate\" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person.", "probability": 7.146004718514426e-05 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.180139541625977, "probability": 0.7523671595114562 }, { "score": 10.82905101776123, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company.", "probability": 0.19483166414875125 }, { "score": 8.626447677612305, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company", "probability": 0.021531836015416913 }, { "score": 8.372652053833008, "text": "A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.", "probability": 0.0167054825346862 }, { "score": 7.538187026977539, "text": "A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.", "probability": 0.007251961138722194 }, { "score": 6.864725112915039, "text": "\"Affiliate\" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term \"control\" (including, with correlative meaning, the terms \"controlled by\" and \"under common control with\"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.", "probability": 0.0036980661472827423 }, { "score": 5.871312618255615, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company", "probability": 0.0013694340132420608 }, { "score": 4.814017295837402, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks.", "probability": 0.00047573333755053054 }, { "score": 4.325770378112793, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan.", "probability": 0.0002919581775079315 }, { "score": 4.019307613372803, "text": "\"Affiliate\" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person.", "probability": 0.0002148946266880637 }, { "score": 3.990617275238037, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates,", "probability": 0.00020881683108885826 }, { "score": 3.985761880874634, "text": "Phot", "probability": 0.00020780540045852312 }, { "score": 3.7938268184661865, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company,", "probability": 0.00017151436167602685 }, { "score": 3.7159597873687744, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "probability": 0.00015866577940361175 }, { "score": 3.601086378097534, "text": "Photronics DNP Mask Corporation . By: Name: [***] Title: [***] Photronics DNP Mask Corporation Xiamen By: Name: [***] Title: [***]\n\nOutsourcing Agreement Signature Page\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nSchedule 1\n\nDefinitions\n\nCapitalized words and phrases used and not otherwise defined elsewhere in this Agreement shall have the following meanings:\n\n1. \"Affiliate\" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term \"control\" (including, with correlative meaning, the terms \"controlled by\" and \"under common control with\"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.", "probability": 0.0001414472087288904 }, { "score": 3.2972254753112793, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business", "probability": 0.00010438287834750256 }, { "score": 3.1306939125061035, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and", "probability": 8.837013725294836e-05 }, { "score": 3.0889201164245605, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks", "probability": 8.475462377669276e-05 }, { "score": 2.54581880569458, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The", "probability": 4.923767053843439e-05 }, { "score": 2.495373249053955, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the", "probability": 4.6815457424481944e-05 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.74647331237793, "probability": 0.999995270108965 }, { "score": -1.6724584102630615, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.4867226080975127e-06 }, { "score": -2.1046650409698486, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 9.649948395387141e-07 }, { "score": -2.731696128845215, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 5.154764743354899e-07 }, { "score": -3.4458489418029785, "text": "(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 2.5238074821657817e-07 }, { "score": -3.753434658050537, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.8555533447387694e-07 }, { "score": -3.78936767578125, "text": "In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 1.790061421402989e-07 }, { "score": -4.094968795776367, "text": "(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]\n\n(c) For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].\n\n(d) The Parties acknowledge and agree that [***]\n\n2.2 Purchase Orders The Suppliers will make good faith efforts to accept all [***]from the Company that comply with this Agreement including adhering to all relevant specifications of the Product as set forth in the [***]entered into between the Company and the Supplier (including the [***] (as defined below)). The Suppliers shall notify the Company of acceptance or rejection of a [***]within [***]hours of receipt of a [***]. Failure of the Suppliers to accept or reject a [***]within [***]hours shall constitute acceptance of such [***].", "probability": 1.3187031781635155e-07 }, { "score": -4.17113733291626, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 1.2219895091903138e-07 }, { "score": -4.185641288757324, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 1.2043937399008528e-07 }, { "score": -4.240105152130127, "text": "If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 1.1405521149760994e-07 }, { "score": -4.346755027770996, "text": "(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]\n\n(c) For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].\n\n(d) The Parties acknowledge and agree that [***]", "probability": 1.0251742323312901e-07 }, { "score": -4.653931140899658, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 7.540372324987694e-08 }, { "score": -4.665599822998047, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]", "probability": 7.452897468104456e-08 }, { "score": -4.67885160446167, "text": "[***]during the [***]calendar days period specified in this Section 2.6 or manufactured by or on behalf of the Company under the license granted in this Section 2.6.", "probability": 7.354784819068568e-08 }, { "score": -4.698306083679199, "text": "(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]", "probability": 7.213084136323488e-08 }, { "score": -4.708833694458008, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.", "probability": 7.137545910204113e-08 }, { "score": -4.804750919342041, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof. Notwithstanding the above, if the Company has a long term supply agreement with a customer and the Suppliers (i) has confirmed in writing its intention to [***] hereunder and (ii) are actually providing Product in support of such supply agreement, neither Supplier can, to the extent of its confirmation, to supply the Company until such s[***]; provided however that, if a Shareholder terminates the [***], such Shareholder can immediately terminate [***].", "probability": 6.484740375380185e-08 }, { "score": -4.829773902893066, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .", "probability": 6.324486204216793e-08 }, { "score": -4.889224529266357, "text": "If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]\n\n(c) For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].\n\n(d) The Parties acknowledge and agree that [***]\n\n2.2 Purchase Orders The Suppliers will make good faith efforts to accept all [***]from the Company that comply with this Agreement including adhering to all relevant specifications of the Product as set forth in the [***]entered into between the Company and the Supplier (including the [***] (as defined below)). The Suppliers shall notify the Company of acceptance or rejection of a [***]within [***]hours of receipt of a [***]. Failure of the Suppliers to accept or reject a [***]within [***]hours shall constitute acceptance of such [***].", "probability": 5.959449865709923e-08 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.068506240844727, "probability": 0.9999690032853188 }, { "score": 0.8793198466300964, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.3822437347236326e-05 }, { "score": 0.21454453468322754, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 7.110110993601279e-06 }, { "score": -0.12419188022613525, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 5.067164747085669e-06 }, { "score": -1.6723921298980713, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 1.077432816770053e-06 }, { "score": -1.6823465824127197, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 1.066760768283036e-06 }, { "score": -2.1448497772216797, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 6.717450117301933e-07 }, { "score": -2.774993419647217, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation;", "probability": 3.5771449894594003e-07 }, { "score": -3.288846492767334, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "probability": 2.1397990444271615e-07 }, { "score": -3.500771999359131, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 1.7311508413511993e-07 }, { "score": -3.514601230621338, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter:", "probability": 1.707375134807928e-07 }, { "score": -3.5564770698547363, "text": "Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.6373537033390838e-07 }, { "score": -3.5865001678466797, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof.", "probability": 1.5889258868233277e-07 }, { "score": -3.588057041168213, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof. Notwithstanding the above, if the Company has a long term supply agreement with a customer and the Suppliers (i) has confirmed in writing its intention to [***] hereunder and (ii) are actually providing Product in support of such supply agreement, neither Supplier can, to the extent of its confirmation, to supply the Company until such s[***]; provided however that, if a Shareholder terminates the [***], such Shareholder can immediately terminate [***].", "probability": 1.5864540551639016e-07 }, { "score": -3.677629232406616, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.4505302518456512e-07 }, { "score": -3.713756561279297, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 1.3990617755461215e-07 }, { "score": -3.727444648742676, "text": "During", "probability": 1.3800417663412928e-07 }, { "score": -3.833463668823242, "text": "For the avoidance of doubt, the outsource model is purely made based on the [***]\n\nMoreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement.\n\nIn any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.2412199716932162e-07 }, { "score": -3.860415458679199, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product", "probability": 1.208213659402612e-07 }, { "score": -3.898247003555298, "text": "add additional Products to this Agreement through additional Purchase Orders [***]\n\nFor the avoidance of doubt, the outsource model is purely made based on the [***]\n\nMoreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement.\n\nIn any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.163358882527639e-07 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Source Code Escrow": [ { "text": "", "score": 12.24360466003418, "probability": 0.9983921754233257 }, { "score": 5.605006694793701, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.0013067566077509976 }, { "score": 3.8362324237823486, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.0002228567533055219 }, { "score": 1.162872314453125, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 1.5381555454850698e-05 }, { "score": 1.0492651462554932, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e)", "probability": 1.37297076350095e-05 }, { "score": 0.6469863653182983, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 9.182349830833795e-06 }, { "score": 0.6125054359436035, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 8.871130278879185e-06 }, { "score": -0.11850380897521973, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 4.270765009987674e-06 }, { "score": -0.3306690454483032, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 3.4543272966633856e-06 }, { "score": -0.3640470504760742, "text": "(e) [***]", "probability": 3.340931729252398e-06 }, { "score": -0.7022672891616821, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 2.382212053462243e-06 }, { "score": -0.7290825843811035, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***", "probability": 2.319181206230077e-06 }, { "score": -0.735295295715332, "text": "During", "probability": 2.3048174679444996e-06 }, { "score": -0.7356696128845215, "text": "Subject to the terms and conditions mentioned hereunder, the Parties agree to the outsource model based on [***]as follows, and the Parties also agree that they may add additional Products to this Agreement through additional Purchase Orders [***]\n\nFor the avoidance of doubt, the outsource model is purely made based on the [***]\n\nMoreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement.\n\nIn any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 2.3039548966420956e-06 }, { "score": -0.8634523153305054, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 2.027583042177055e-06 }, { "score": -0.9052166938781738, "text": "A. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.9446462531425607e-06 }, { "score": -0.9629931449890137, "text": "Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.8354756072345135e-06 }, { "score": -1.0476751327514648, "text": "For the avoidance of doubt, the outsource model is purely made based on the [***]\n\nMoreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement.\n\nIn any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.6864431172458785e-06 }, { "score": -1.093963623046875, "text": "Moreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement.\n\nIn any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.6101593614571559e-06 }, { "score": -1.1217879056930542, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 1.5659753766518236e-06 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Post-Termination Services": [ { "text": "", "score": 12.384580612182617, "probability": 0.46057990078881567 }, { "score": 11.043227195739746, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "probability": 0.12043773928516166 }, { "score": 10.932380676269531, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.10780094379603926 }, { "score": 10.181924819946289, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.050898352578028196 }, { "score": 10.143305778503418, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 0.048970178741880595 }, { "score": 9.969367027282715, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 0.04115200970775383 }, { "score": 9.644649505615234, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof.", "probability": 0.029741852913714246 }, { "score": 9.402745246887207, "text": "For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].", "probability": 0.023351260934153267 }, { "score": 9.123225212097168, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 0.01765697605728043 }, { "score": 8.910667419433594, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 0.014275905079734325 }, { "score": 8.792987823486328, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 0.012691006090293576 }, { "score": 8.765239715576172, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 0.012343695572910957 }, { "score": 8.580430030822754, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 0.010260850879766466 }, { "score": 8.508312225341797, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 0.009546914015887725 }, { "score": 8.432154655456543, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof. Notwithstanding the above, if the Company has a long term supply agreement with a customer and the Suppliers (i) has confirmed in writing its intention to [***] hereunder and (ii) are actually providing Product in support of such supply agreement, neither Supplier can, to the extent of its confirmation, to supply the Company until such s[***]; provided however that, if a Shareholder terminates the [***], such Shareholder can immediately terminate [***].", "probability": 0.008846840527075314 }, { "score": 8.295755386352539, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 0.007718817074350401 }, { "score": 8.280126571655273, "text": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product", "probability": 0.007599118919201028 }, { "score": 8.125587463378906, "text": "When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof.", "probability": 0.006511000952927376 }, { "score": 7.897425174713135, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 0.005182724648714955 }, { "score": 7.7413763999938965, "text": "During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .", "probability": 0.004433911436310891 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Audit Rights": [ { "text": "", "score": 12.297759056091309, "probability": 0.9999999161893888 }, { "score": -5.819239139556885, "text": "Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 1.3548387783614238e-08 }, { "score": -6.068992614746094, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 1.0554096541203189e-08 }, { "score": -6.442111015319824, "text": "Xiamen American Japan Photronics Mask Co., Ltd., a limited liability company organized and formed under the People's Republic of China with its principal place of business at R203-95, South Building of Torch Square, No. 56-58 Torch Road, Gaoxin District, Xiamen, Fujian Province, Peoples Republic of China (the \"Company\").\n\nEach of Photronics and DNP is hereinafter referred to as a \"Shareholder\" and collectively as the \"Shareholders\", each of the Shareholders and PDMC is hereinafter referred to as a \"Supplier\" and collectively as the \"Suppliers\", and each of the Suppliers and the Company is hereinafter referred to as a \"Party\" and collectively as the \"Parties.\"\n\nARTICLE 1. BACKGROUND Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 7.2673788392396035e-09 }, { "score": -6.502934455871582, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 6.838526204043164e-09 }, { "score": -6.670343399047852, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "probability": 5.784392244502275e-09 }, { "score": -6.975500106811523, "text": "Peoples Republic of China (the \"Company\").\n\nEach of Photronics and DNP is hereinafter referred to as a \"Shareholder\" and collectively as the \"Shareholders\", each of the Shareholders and PDMC is hereinafter referred to as a \"Supplier\" and collectively as the \"Suppliers\", and each of the Suppliers and the Company is hereinafter referred to as a \"Party\" and collectively as the \"Parties.\"\n\nARTICLE 1. BACKGROUND Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 4.2631426101792025e-09 }, { "score": -6.994973182678223, "text": "Fujian Province, Peoples Republic of China (the \"Company\").\n\nEach of Photronics and DNP is hereinafter referred to as a \"Shareholder\" and collectively as the \"Shareholders\", each of the Shareholders and PDMC is hereinafter referred to as a \"Supplier\" and collectively as the \"Suppliers\", and each of the Suppliers and the Company is hereinafter referred to as a \"Party\" and collectively as the \"Parties.\"\n\nARTICLE 1. BACKGROUND Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 4.180929182787624e-09 }, { "score": -7.216394424438477, "text": "Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 3.350508993340149e-09 }, { "score": -7.2399702072143555, "text": "Gaoxin District, Xiamen, Fujian Province, Peoples Republic of China (the \"Company\").\n\nEach of Photronics and DNP is hereinafter referred to as a \"Shareholder\" and collectively as the \"Shareholders\", each of the Shareholders and PDMC is hereinafter referred to as a \"Supplier\" and collectively as the \"Suppliers\", and each of the Suppliers and the Company is hereinafter referred to as a \"Party\" and collectively as the \"Parties.\"\n\nARTICLE 1. BACKGROUND Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 3.272441982454129e-09 }, { "score": -7.297427177429199, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 3.0897170576553066e-09 }, { "score": -7.344970703125, "text": "The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan.", "probability": 2.9462583044630493e-09 }, { "score": -7.441371917724609, "text": "The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 2.6754959882262884e-09 }, { "score": -7.450277328491211, "text": "Xiamen, Fujian Province, Peoples Republic of China (the \"Company\").\n\nEach of Photronics and DNP is hereinafter referred to as a \"Shareholder\" and collectively as the \"Shareholders\", each of the Shareholders and PDMC is hereinafter referred to as a \"Supplier\" and collectively as the \"Suppliers\", and each of the Suppliers and the Company is hereinafter referred to as a \"Party\" and collectively as the \"Parties.\"\n\nARTICLE 1. BACKGROUND Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 2.651775375114482e-09 }, { "score": -7.484901428222656, "text": "In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017.", "probability": 2.5615313642859174e-09 }, { "score": -7.499284744262695, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 2.5249517478485845e-09 }, { "score": -7.630935192108154, "text": "(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].", "probability": 2.2134923230336923e-09 }, { "score": -7.634450912475586, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]", "probability": 2.2057239666763757e-09 }, { "score": -7.741049766540527, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation;", "probability": 1.9826948020446658e-09 }, { "score": -7.784091949462891, "text": "Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan.", "probability": 1.8991658198512375e-09 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Uncapped Liability": [ { "text": "", "score": 12.412956237792969, "probability": 0.41112492968364345 }, { "score": 12.134105682373047, "text": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.31107890009415684 }, { "score": 11.74021053314209, "text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;", "probability": 0.20979931455559306 }, { "score": 9.754706382751465, "text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.028807831533818353 }, { "score": 8.576712608337402, "text": "The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the Company, or (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the Company.", "probability": 0.008869811139293183 }, { "score": 7.763155937194824, "text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8,", "probability": 0.003931798020676094 }, { "score": 7.725422382354736, "text": "THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 0.0037862015161587016 }, { "score": 7.531536102294922, "text": "The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the relevant Supplier, (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the relevant Supplier, or (iii) the fault of the Company.", "probability": 0.003118889465694943 }, { "score": 7.348501205444336, "text": "OUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 0.0025972211918732935 }, { "score": 7.342490196228027, "text": "Notwithstanding anything stated to the contrary in this Agreement, the Parties acknowledge that any breach of Section 2.5 [***]of this Agreement and/or the non-disclosure clause in Section 12.17 of the China JV Operating Agreement by a Party would cause irreparable harm to the other Parties, and that the damages arising from any such breach would be difficult or impossible to ascertain.", "probability": 0.0025816560991767435 }, { "score": 7.222011566162109, "text": "Other than claims for which the Suppliers are obligated to indemnify the Company under Section 8.1, the Company shall defend, indemnify and hold harmless the Suppliers from and against any third party claims, expenses and costs (including but not limited to attorney and other professional fees and expenses), settlement (if negotiated and approved by the Company), damages and liability to the extent arising from a claim (a) alleging that a Product supplied by such Supplier infringes or misappropriates any Intellectual Property Rights, or (b) arising under products liability theory from a manufacturing defect, and shall pay any judgments finally awarded by a court or any amounts contained in a settlement agreed to by the Company arising from such claims. The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the Company, or (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the Company.", "probability": 0.0022886278866301314 }, { "score": 7.195365905761719, "text": "Notwithstanding anything stated to the contrary in this Agreement, the Parties acknowledge that any breach of Section 2.5 [***]of this Agreement and/or the non-disclosure clause in Section 12.17 of the China JV Operating Agreement by a Party would cause irreparable harm to the other Parties, and that the damages arising from any such breach would be difficult or impossible to ascertain. As such, the Parties agree that a Party shall be entitled to injunctive relief and other equitable remedies in the event of any breach or threatened breach of Section 2.5 of this Agreement and/or the non-disclosure clause in Section 12.17 of the China JV Operating Agreement.", "probability": 0.002228451169730955 }, { "score": 6.954781532287598, "text": "OUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 0.0017519376920262437 }, { "score": 6.933103084564209, "text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND", "probability": 0.0017143671096701513 }, { "score": 6.872172832489014, "text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTU", "probability": 0.0016130289197816919 }, { "score": 6.594034671783447, "text": "As such, the Parties agree that a Party shall be entitled to injunctive relief and other equitable remedies in the event of any breach or threatened breach of Section 2.5 of this Agreement and/or the non-disclosure clause in Section 12.17 of the China JV Operating Agreement.", "probability": 0.0012213729165599131 }, { "score": 6.4376325607299805, "text": "THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 0.0010445367194138462 }, { "score": 6.223532199859619, "text": "THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS ARTICLE 9 IS AN ESSENTIAL ELEMENT OF THE BARGAIN AND ABSENT THIS ARTICLE 9 THE ECONOMIC AND OTHER TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.\n\n7\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n9.2 Remedies Notwithstanding anything stated to the contrary in this Agreement, the Parties acknowledge that any breach of Section 2.5 [***]of this Agreement and/or the non-disclosure clause in Section 12.17 of the China JV Operating Agreement by a Party would cause irreparable harm to the other Parties, and that the damages arising from any such breach would be difficult or impossible to ascertain.", "probability": 0.0008432204029353852 }, { "score": 6.221346378326416, "text": "Limited Liability EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;", "probability": 0.0008413792865303973 }, { "score": 6.115038871765137, "text": "(B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 0.0007565245966364823 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Cap On Liability": [ { "score": 12.665061950683594, "text": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.37574290774319313 }, { "text": "", "score": 12.201766967773438, "probability": 0.23642006768412754 }, { "score": 11.56516170501709, "text": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.12508642618307528 }, { "score": 10.955005645751953, "text": "IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 0.06795521250792055 }, { "score": 10.476676940917969, "text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;", "probability": 0.04211989286743616 }, { "score": 10.443873405456543, "text": "IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 0.040760627706323584 }, { "score": 9.805660247802734, "text": "IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER", "probability": 0.021531208712257395 }, { "score": 9.676545143127441, "text": "(B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 0.018923193631381723 }, { "score": 9.323694229125977, "text": "IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 0.01329698651801652 }, { "score": 9.165413856506348, "text": "(B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 0.011350446238736127 }, { "score": 8.812562942504883, "text": "IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 0.007975753646554284 }, { "score": 8.584534645080566, "text": "THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 0.006349511291135553 }, { "score": 8.527200698852539, "text": "(B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER", "probability": 0.0059957081305097295 }, { "score": 8.449859619140625, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier. If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product. Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.005549472188013112 }, { "score": 8.174348831176758, "text": "IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER", "probability": 0.004213071836544055 }, { "score": 8.10299301147461, "text": "THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 0.003922919764029502 }, { "score": 8.102222442626953, "text": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1", "probability": 0.003919898048636879 }, { "score": 8.078920364379883, "text": "AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 0.0038296122858365515 }, { "score": 7.751394748687744, "text": "IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;", "probability": 0.002760020070227431 }, { "score": 7.567788124084473, "text": "AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 0.002297062946044831 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Liquidated Damages": [ { "text": "", "score": 12.114336013793945, "probability": 0.999946567131196 }, { "score": 0.6968648433685303, "text": "Notwithstanding anything stated to the contrary in this Agreement, the Parties acknowledge that any breach of Section 2.5 [***]of this Agreement and/or the non-disclosure clause in Section 12.17 of the China JV Operating Agreement by a Party would cause irreparable harm to the other Parties, and that the damages arising from any such breach would be difficult or impossible to ascertain.", "probability": 1.1000997530112631e-05 }, { "score": 0.43022584915161133, "text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8,", "probability": 8.426208929209713e-06 }, { "score": -0.21337175369262695, "text": "TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 4.42712042680134e-06 }, { "score": -0.30379557609558105, "text": "(B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 4.044368961546223e-06 }, { "score": -0.3885664939880371, "text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN,", "probability": 3.715653666116179e-06 }, { "score": -0.47442078590393066, "text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT,", "probability": 3.4099591916645086e-06 }, { "score": -0.6709549427032471, "text": "AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 2.8015313185567472e-06 }, { "score": -0.9079326391220093, "text": "TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER", "probability": 2.210433103474269e-06 }, { "score": -0.9232739210128784, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 2.1767810192012253e-06 }, { "score": -0.9983564615249634, "text": "(B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER", "probability": 2.0193277285038225e-06 }, { "score": -1.3655158281326294, "text": "AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER", "probability": 1.398786789143659e-06 }, { "score": -1.5030081272125244, "text": "CEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 1.2191001232174304e-06 }, { "score": -1.5602924823760986, "text": "(A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 1.1512273423686315e-06 }, { "score": -1.5688188076019287, "text": "IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 1.141453331051054e-06 }, { "score": -1.7142382860183716, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 9.869684790833052e-07 }, { "score": -1.7321035861968994, "text": "EX", "probability": 9.694925620017194e-07 }, { "score": -1.7914879322052002, "text": "PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "probability": 9.13595996384377e-07 }, { "score": -1.9820371866226196, "text": "PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS ARTICLE 9 IS AN ESSENTIAL ELEMENT OF THE BARGAIN AND ABSENT THIS ARTICLE 9 THE ECONOMIC AND OTHER TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.\n\n7\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n9.2 Remedies Notwithstanding anything stated to the contrary in this Agreement, the Parties acknowledge that any breach of Section 2.5 [***]of this Agreement and/or the non-disclosure clause in Section 12.17 of the China JV Operating Agreement by a Party would cause irreparable harm to the other Parties, and that the damages arising from any such breach would be difficult or impossible to ascertain.", "probability": 7.550917025719081e-07 }, { "score": -2.1094343662261963, "text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT", "probability": 6.647706025881232e-07 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Warranty Duration": [ { "score": 14.056901931762695, "text": "\"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product.", "probability": 0.6688906313699302 }, { "score": 12.079201698303223, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "probability": 0.09256585457335005 }, { "score": 12.006658554077148, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier. If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product.", "probability": 0.08608861634215882 }, { "text": "", "score": 11.754072189331055, "probability": 0.06687270076691923 }, { "score": 10.938974380493164, "text": "If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product.", "probability": 0.029597592238626503 }, { "score": 10.203447341918945, "text": "The Company [***]will be provided on a [***] basis covering a rolling [***]period.", "probability": 0.014184729181101243 }, { "score": 10.066832542419434, "text": "This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier. If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product.", "probability": 0.012373426844017528 }, { "score": 9.77983570098877, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier.", "probability": 0.009286431304133414 }, { "score": 9.165029525756836, "text": "Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product.", "probability": 0.005021597750194707 }, { "score": 8.45563793182373, "text": "\"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product", "probability": 0.0024703419097558336 }, { "score": 8.395883560180664, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier. If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product", "probability": 0.002327051916179894 }, { "score": 8.269024848937988, "text": "\"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product. *** Confidential treatment has been requested by Photronics, Inc. for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nSchedule 2\n\nProduct Prices\n\nThe prices for each Product outsourced to the Suppliers shall be [***].", "probability": 0.002049802574061177 }, { "score": 7.840010643005371, "text": "This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier.", "probability": 0.0013347303377368536 }, { "score": 7.832165718078613, "text": "The Company may not [***]any portion of an accepted [***]unless the Supplier fails to fulfill any material term of such accepted [***]. The Suppliers shall at all times use prudent material planning practices, including by way of example, [***]. The Company [***]will be provided on a [***] basis covering a rolling [***]period.", "probability": 0.0013243004428016196 }, { "score": 7.82291841506958, "text": "13. \"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product.", "probability": 0.0013121106833961754 }, { "score": 7.7747955322265625, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier. If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product. Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.001250463354796617 }, { "score": 7.766989231109619, "text": "The Company [***]will be provided on a [***] basis covering a rolling [***]period. The Company will provide the Suppliers with such [***]which will be updated [***] and [***]which will be updated [***] and will be used for planning purposes only. If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.", "probability": 0.0012407398629437623 }, { "score": 7.328200340270996, "text": "If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product", "probability": 0.0008000500222229171 }, { "score": 6.933432579040527, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period", "probability": 0.0005391029164330644 }, { "score": 6.795674800872803, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier", "probability": 0.0004697256092403029 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Insurance": [ { "text": "", "score": 12.128374099731445, "probability": 0.9603609374519687 }, { "score": 8.728998184204102, "text": "Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.", "probability": 0.032070393215261735 }, { "score": 6.6593146324157715, "text": "Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.\n\n5\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 6. LIMITED WARRANTIES\n\n6.1 Suppliers Limited Warranty Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "probability": 0.0040481084514695466 }, { "score": 6.204637050628662, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "probability": 0.0025691423858442814 }, { "score": 3.9788899421691895, "text": "Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.\n\n5\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 6. LIMITED WARRANTIES\n\n6.1 Suppliers Limited Warranty Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier.", "probability": 0.00027743323557939166 }, { "score": 3.586240291595459, "text": "Delivery of all Products shall be made pursuant to the Delivery Term. Risk of loss for the Products and title to the Products shall pass to the Company in accordance with the Delivery Term.\n\n5.2 Delivery Suppliers shall deliver the Product to the Company in accordance with the Delivery Term, shipping instructions in the Purchase Order issued by the Company with regard to the requested delivery date (subject to the Product Lead Time), ship-to address, and carrier. If the Company does not provide shipping instructions, the Suppliers will select the carrier on a commercially reasonable basis. Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.", "probability": 0.0001873410328790926 }, { "score": 3.52421236038208, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier.", "probability": 0.0001760737127757011 }, { "score": 2.646496534347534, "text": "Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term", "probability": 7.319937655414488e-05 }, { "score": 2.0026400089263916, "text": "Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.\n\n5\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 6. LIMITED WARRANTIES\n\n6.1 Suppliers Limited Warranty Each", "probability": 3.844891120901443e-05 }, { "score": 1.8315184116363525, "text": "Supp", "probability": 3.24016316532969e-05 }, { "score": 1.7704131603240967, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 3.0480999732025306e-05 }, { "score": 1.574899673461914, "text": "Risk of loss for the Products and title to the Products shall pass to the Company in accordance with the Delivery Term.\n\n5.2 Delivery Suppliers shall deliver the Product to the Company in accordance with the Delivery Term, shipping instructions in the Purchase Order issued by the Company with regard to the requested delivery date (subject to the Product Lead Time), ship-to address, and carrier. If the Company does not provide shipping instructions, the Suppliers will select the carrier on a commercially reasonable basis. Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.", "probability": 2.50679476245565e-05 }, { "score": 1.5479624271392822, "text": "Each", "probability": 2.440169987066005e-05 }, { "score": 1.516557216644287, "text": "Delivery of all Products shall be made pursuant to the Delivery Term. Risk of loss for the Products and title to the Products shall pass to the Company in accordance with the Delivery Term.\n\n5.2 Delivery Suppliers shall deliver the Product to the Company in accordance with the Delivery Term, shipping instructions in the Purchase Order issued by the Company with regard to the requested delivery date (subject to the Product Lead Time), ship-to address, and carrier. If the Company does not provide shipping instructions, the Suppliers will select the carrier on a commercially reasonable basis. Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.\n\n5\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 6. LIMITED WARRANTIES\n\n6.1 Suppliers Limited Warranty Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "probability": 2.3647267903354668e-05 }, { "score": 1.1710796356201172, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 1.673948006572308e-05 }, { "score": 0.8325767517089844, "text": "Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.\n\n5\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 6. LIMITED WARRANTIES\n\n6.1 Suppliers Limited Warranty Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This", "probability": 1.193251612528894e-05 }, { "score": 0.5575227737426758, "text": "Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.\n\n5\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 6. LIMITED WARRANTIES\n\n6.1 Suppliers Limited Warranty Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier", "probability": 9.063117386853455e-06 }, { "score": 0.5314450263977051, "text": "Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.\n\n5\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 6. LIMITED WARRANTIES\n\n6.1 Suppliers Limited Warranty Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period", "probability": 8.829826768979338e-06 }, { "score": 0.5263254642486572, "text": "Risk of Loss and Title Delivery of all Products shall be made pursuant to the Delivery Term. Risk of loss for the Products and title to the Products shall pass to the Company in accordance with the Delivery Term.\n\n5.2 Delivery Suppliers shall deliver the Product to the Company in accordance with the Delivery Term, shipping instructions in the Purchase Order issued by the Company with regard to the requested delivery date (subject to the Product Lead Time), ship-to address, and carrier. If the Company does not provide shipping instructions, the Suppliers will select the carrier on a commercially reasonable basis. Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.", "probability": 8.784737439365087e-06 }, { "score": 0.377899169921875, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This", "probability": 7.573001888356353e-06 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.106473922729492, "probability": 0.9973582713543832 }, { "score": 5.709774494171143, "text": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.0016626465270833286 }, { "score": 4.400482654571533, "text": "The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the Company, or (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the Company.", "probability": 0.00044893318384720677 }, { "score": 3.28605318069458, "text": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 0.0001472960624721193 }, { "score": 2.528233528137207, "text": "If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product. Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 6.903578126216858e-05 }, { "score": 2.427293062210083, "text": "The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the relevant Supplier, (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the relevant Supplier, or (iii) the fault of the Company.", "probability": 6.240743839234909e-05 }, { "score": 2.3021998405456543, "text": "The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the Company, or (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the Company.\n\n8.3 Procedure The Party seeking indemnification hereunder (the \"Indemnified Party\") agrees to promptly inform the other Party (the \"Indemnifying Party\") in writing of such claim and furnish a copy of each communication, notice or other action relating to the claim and the alleged infringement.", "probability": 5.506923719424602e-05 }, { "score": 2.2522480487823486, "text": "The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the Company, or (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the Company.", "probability": 5.238600417999248e-05 }, { "score": 1.9371038675308228, "text": "The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the Company, or (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the Company.\n\n8.3 Procedure The Party seeking indemnification hereunder (the \"Indemnified Party\") agrees to promptly inform the other Party (the \"Indemnifying Party\") in writing of such claim and furnish a copy of each communication, notice or other action relating to the claim and the alleged infringement. The Indemnified Party shall permit the Indemnifying Party to have sole control over the defense and negotiations for a settlement or compromise, provided that the Indemnifying Party may not settle or compromise a claim in a manner that imposes or purports to impose any liability or obligations on the Indemnified Party without obtaining the Indemnified Party's prior written consent.", "probability": 3.822521126183485e-05 }, { "score": 1.0128448009490967, "text": "Other than claims for which the Suppliers are obligated to indemnify the Company under Section 8.1, the Company shall defend, indemnify and hold harmless the Suppliers from and against any third party claims, expenses and costs (including but not limited to attorney and other professional fees and expenses), settlement (if negotiated and approved by the Company), damages and liability to the extent arising from a claim (a) alleging that a Product supplied by such Supplier infringes or misappropriates any Intellectual Property Rights, or (b) arising under products liability theory from a manufacturing defect, and shall pay any judgments finally awarded by a court or any amounts contained in a settlement agreed to by the Company arising from such claims. The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the Company, or (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the Company.", "probability": 1.5168732123985468e-05 }, { "score": 0.9860884547233582, "text": "Notwithstanding anything contained in this Agreement and the China JV Operating Agreement to the contrary, and for the sake of clarity, [***].", "probability": 1.4768253834999679e-05 }, { "score": 0.7609679698944092, "text": "The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the Company, or (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the Company.\n\n8.3 Procedure The Party seeking indemnification hereunder (the \"Indemnified Party\") agrees to promptly inform the other Party (the \"Indemnifying Party\") in writing of such claim and furnish a copy of each communication, notice or other action relating to the claim and the alleged infringement. The Indemnified Party shall permit the Indemnifying Party to have sole control over the defense and negotiations for a settlement or compromise, provided that the Indemnifying Party may not settle or compromise a claim in a manner that imposes or purports to impose any liability or obligations on the Indemnified Party without obtaining the Indemnified Party's prior written consent. The Indemnified Party agrees to give all reasonable authority, information and assistance necessary to defend or settle such suit or proceeding at the Indemnifying Party's reasonable request and at the Indemnifying Party's expense.", "probability": 1.1791269455331223e-05 }, { "score": 0.7470818161964417, "text": "THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "probability": 1.1628665658870052e-05 }, { "score": 0.7198694944381714, "text": "The Party seeking indemnification hereunder (the \"Indemnified Party\") agrees to promptly inform the other Party (the \"Indemnifying Party\") in writing of such claim and furnish a copy of each communication, notice or other action relating to the claim and the alleged infringement.", "probability": 1.1316489450956781e-05 }, { "score": 0.37492501735687256, "text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier. If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product. Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "probability": 8.015013163541417e-06 }, { "score": 0.3547736406326294, "text": "The Party seeking indemnification hereunder (the \"Indemnified Party\") agrees to promptly inform the other Party (the \"Indemnifying Party\") in writing of such claim and furnish a copy of each communication, notice or other action relating to the claim and the alleged infringement. The Indemnified Party shall permit the Indemnifying Party to have sole control over the defense and negotiations for a settlement or compromise, provided that the Indemnifying Party may not settle or compromise a claim in a manner that imposes or purports to impose any liability or obligations on the Indemnified Party without obtaining the Indemnified Party's prior written consent.", "probability": 7.85511609769187e-06 }, { "score": 0.31521478295326233, "text": "Each of the Suppliers shall, with respect to Products supplied by such Supplier, defend, indemnify and hold harmless the Company from and against any third party claims, expenses and costs (including but not limited to attorney and other professional fees and expenses), settlement (if negotiated and approved by the relevant Supplier), damages and liability to the extent arising from a claim (a) alleging that a Product infringes or misappropriates any Intellectual Property Rights, or (b) arising under products liability theory from a manufacturing defect, and shall pay any judgments finally awarded by a court or any amounts contained in a settlement agreed to by the relevant Supplier arising from such claims. The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the relevant Supplier, (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the relevant Supplier, or (iii) the fault of the Company.", "probability": 7.550442675206535e-06 }, { "score": 0.17677521705627441, "text": "Other than claims for which the Suppliers are obligated to indemnify the Company under Section 8.1, the Company shall defend, indemnify and hold harmless the Suppliers from and against any third party claims, expenses and costs (including but not limited to attorney and other professional fees and expenses), settlement (if negotiated and approved by the Company), damages and liability to the extent arising from a claim (a) alleging that a Product supplied by such Supplier infringes or misappropriates any Intellectual Property Rights, or (b) arising under products liability theory from a manufacturing defect, and shall pay any judgments finally awarded by a court or any amounts contained in a settlement agreed to by the Company arising from such claims.", "probability": 6.574290267446325e-06 }, { "score": 0.06607425212860107, "text": "The Indemnified Party agrees to give all reasonable authority, information and assistance necessary to defend or settle such suit or proceeding at the Indemnifying Party's reasonable request and at the Indemnifying Party's expense.", "probability": 5.885346769028026e-06 }, { "score": -0.062439918518066406, "text": "Without", "probability": 5.1755804263774785e-06 } ], "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.117431640625, "probability": 0.9997600556936029 }, { "score": 2.689345359802246, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 8.041367944345475e-05 }, { "score": 2.2232654094696045, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "probability": 5.0456135441739875e-05 }, { "score": 1.9381362199783325, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 3.793883145511089e-05 }, { "score": 1.3066463470458984, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 2.0175828748149644e-05 }, { "score": 0.6081766486167908, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 1.0034363907633578e-05 }, { "score": 0.5729409456253052, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 9.686952625093479e-06 }, { "score": 0.0708308219909668, "text": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company", "probability": 5.863048945997135e-06 }, { "score": -0.14303237199783325, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from:", "probability": 4.734170716571719e-06 }, { "score": -0.4102146625518799, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply:", "probability": 3.62416632189322e-06 }, { "score": -0.7133575677871704, "text": "Photronics, Inc.,", "probability": 2.676423468191072e-06 }, { "score": -0.7168747186660767, "text": "Photronics", "probability": 2.6670266177947726e-06 }, { "score": -0.7745223045349121, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from", "probability": 2.517626618571099e-06 }, { "score": -1.191970944404602, "text": "Photronics, Inc., a Connecticut corporation with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S.A (\"Photronics\"),\n\nDai Nippon Printing Co., Ltd., a Japanese corporation with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan (\"DNP\"),\n\nPhotronics", "probability": 1.6584244080093168e-06 }, { "score": -1.2710278034210205, "text": "During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter:", "probability": 1.5323632335314904e-06 }, { "score": -1.3557555675506592, "text": "Dai Nippon Printing Co., Ltd., a Japanese corporation with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan (\"DNP\"),\n\nPhotronics", "probability": 1.4078776768026787e-06 }, { "score": -1.4435676336288452, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]", "probability": 1.2895216177119175e-06 }, { "score": -1.5082277059555054, "text": "In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]", "probability": 1.2087795790797044e-06 }, { "score": -1.6087013483047485, "text": "Photronics, Inc., a Connecticut corporation with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S.A (\"Photronics\"),\n\nDai Nippon Printing Co., Ltd.,", "probability": 1.0932310701312582e-06 }, { "score": -1.7325810194015503, "text": "A. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]", "probability": 9.658545020014603e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Document Name": [ { "score": 13.608259201049805, "text": "CONSULTING AGREEMENT", "probability": 0.7658718273915459 }, { "score": 11.278450965881348, "text": "CONSULTING AGREEMENT -", "probability": 0.07453036255301307 }, { "text": "", "score": 10.891195297241211, "probability": 0.05059996703273148 }, { "score": 10.524259567260742, "text": "SCHEDULE \"B", "probability": 0.035058398330744894 }, { "score": 10.262247085571289, "text": "SCHEDULE \"B\"", "probability": 0.026977487262319785 }, { "score": 9.594779968261719, "text": "SCHEDULE \"B", "probability": 0.01383962142024244 }, { "score": 9.157772064208984, "text": "SCHEDULE \"B\"", "probability": 0.008939929397062495 }, { "score": 8.6046142578125, "text": "CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.\n\nTHIS AGREEMENT", "probability": 0.005141628640141496 }, { "score": 8.36674690246582, "text": "CHEDULE \"B", "probability": 0.004053183128179713 }, { "score": 8.191550254821777, "text": "CHEDULE \"B", "probability": 0.003401804010890824 }, { "score": 8.104734420776367, "text": "CHEDULE \"B\"", "probability": 0.0031189301684791016 }, { "score": 7.754542350769043, "text": "CHEDULE \"B\"", "probability": 0.002197450837457607 }, { "score": 7.5546488761901855, "text": "SCHEDULE \"B\" -", "probability": 0.0017993122412891444 }, { "score": 7.224330902099609, "text": "SCHEDULE \"A", "probability": 0.0012931570183096087 }, { "score": 6.761317729949951, "text": "SCHEDULE \"B\" - DESCRIPTION OF SERVICES", "probability": 0.00081389277921219 }, { "score": 6.552284240722656, "text": "SCHEDULE \"A\"", "probability": 0.000660366607839604 }, { "score": 6.491156101226807, "text": "SCHEDULE \"B\" -", "probability": 0.0006212086449647096 }, { "score": 6.25035285949707, "text": "CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.\n\nTHIS AGREEMENT made", "probability": 0.0004882676731376271 }, { "score": 5.807185173034668, "text": "CONSULTING AGRE", "probability": 0.0003134676232254367 }, { "score": 5.693339824676514, "text": "SULTING AGREEMENT", "probability": 0.00027973723921269117 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Parties": [ { "text": "", "score": 11.607109069824219, "probability": 0.20940192284293513 }, { "score": 11.01576042175293, "text": "EMERALD HEALTH NATURALS, INC.,", "probability": 0.11592075753290296 }, { "score": 10.775402069091797, "text": "Emerald", "probability": 0.09115382648149714 }, { "score": 10.483781814575195, "text": "Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 0.06809666404118736 }, { "score": 10.340176582336426, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald", "probability": 0.058987348784852484 }, { "score": 10.218454360961914, "text": "DR. GAETANO MORELLO N.D. INC.\n\nTHIS AGREEMENT made effective the 10 day of January 2019 (the \"Effective Date\"),\n\nBETWEEN:\n\nEMERALD HEALTH NATURALS, INC.,", "probability": 0.05222706108569062 }, { "score": 10.071948051452637, "text": "Emerald\" or the \"Company\")", "probability": 0.04510957196376978 }, { "score": 10.048555374145508, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 0.044066584993454866 }, { "score": 9.897290229797363, "text": "(\"Emerald", "probability": 0.03788050656052668 }, { "score": 9.869391441345215, "text": "Contractor", "probability": 0.03683829217989093 }, { "score": 9.863611221313477, "text": "Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC.,", "probability": 0.03662597296254277 }, { "score": 9.63672161102295, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald\" or the \"Company\")", "probability": 0.02919122125802698 }, { "score": 9.605669975280762, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 0.028298714695052175 }, { "score": 9.542869567871094, "text": "DR. GAETANO MORELLO N.D. INC.\n\nTHIS AGREEMENT made effective the 10 day of January 2019 (the \"Effective Date\"),\n\nBETWEEN:\n\nEMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald", "probability": 0.026576197359456703 }, { "score": 9.503960609436035, "text": "Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor\")", "probability": 0.025562003755763278 }, { "score": 9.428384780883789, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC.,", "probability": 0.023701330648821146 }, { "score": 9.251249313354492, "text": "DR. GAETANO MORELLO N.D. INC.\n\nTHIS AGREEMENT made effective the 10 day of January 2019 (the \"Effective Date\"),\n\nBETWEEN:\n\nEMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 0.019853805955656355 }, { "score": 9.193836212158203, "text": "(\"Emerald\" or the \"Company\")", "probability": 0.018746041748044305 }, { "score": 9.068734169006348, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor\")", "probability": 0.016541635731598375 }, { "score": 8.985499382019043, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC.,", "probability": 0.015220539418330375 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Agreement Date": [ { "score": 15.626197814941406, "text": "10 day of January 2019", "probability": 0.9619020797015958 }, { "score": 11.214262962341309, "text": "10 day of January 2019 (", "probability": 0.011669490712875472 }, { "score": 10.935441017150879, "text": "the 10 day of January 2019", "probability": 0.008830007459821636 }, { "text": "", "score": 10.90609359741211, "probability": 0.008574635112801548 }, { "score": 10.426753044128418, "text": "10 day of January 2019 (the \"Effective Date\"),", "probability": 0.005309341872479986 }, { "score": 8.634196281433105, "text": "January 2019", "probability": 0.0008841850759923581 }, { "score": 8.431758880615234, "text": "10 day of January", "probability": 0.0007221472040874006 }, { "score": 8.055221557617188, "text": "10 day of January 2019 (the \"", "probability": 0.0004955616069269348 }, { "score": 7.984976291656494, "text": "10 day of January 2019 (the", "probability": 0.0004619452663364138 }, { "score": 7.538862228393555, "text": "10 day of January 2019 (the \"Effective Date\"),\n", "probability": 0.0002956961330998479 }, { "score": 7.03903341293335, "text": "THIS AGREEMENT made effective the 10 day of January 2019", "probability": 0.00017937947504827894 }, { "score": 6.523505210876465, "text": "the 10 day of January 2019 (", "probability": 0.00010712274560297149 }, { "score": 6.494101047515869, "text": "effective the 10 day of January 2019", "probability": 0.00010401874973336374 }, { "score": 6.367382526397705, "text": "10", "probability": 9.163860617408954e-05 }, { "score": 6.276023864746094, "text": "10 day of January 2019 (the \"Effective Date", "probability": 8.363766743498553e-05 }, { "score": 6.164621829986572, "text": "made effective the 10 day of January 2019", "probability": 7.482050296718838e-05 }, { "score": 5.93641996383667, "text": "AGREEMENT made effective the 10 day of January 2019", "probability": 5.9554394315478265e-05 }, { "score": 5.844406604766846, "text": "day of January 2019", "probability": 5.431914407510105e-05 }, { "score": 5.794605255126953, "text": "of January 2019", "probability": 5.168023343527782e-05 }, { "score": 5.735995769500732, "text": "the 10 day of January 2019 (the \"Effective Date\"),", "probability": 4.873833519565313e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Effective Date": [ { "score": 16.173789978027344, "text": "10 day of January 2019", "probability": 0.7778073421695545 }, { "score": 14.38258171081543, "text": "Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.", "probability": 0.12970603155409632 }, { "score": 12.750022888183594, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 0.025348302657805247 }, { "score": 12.639219284057617, "text": "The term of this Agreement shall commence on January 10th, 2019", "probability": 0.022689633980991487 }, { "score": 11.994013786315918, "text": "10 day of January 2019 (", "probability": 0.01190195496774449 }, { "text": "", "score": 11.635953903198242, "probability": 0.008319838025133116 }, { "score": 11.151567459106445, "text": "January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 0.005125644854711922 }, { "score": 11.040763854980469, "text": "January 10th, 2019", "probability": 0.00458803917721706 }, { "score": 11.020872116088867, "text": "10 day of January 2019 (the \"Effective Date\"),", "probability": 0.004497676811707946 }, { "score": 10.789626121520996, "text": "the 10 day of January 2019", "probability": 0.003569105502360338 }, { "score": 10.07124137878418, "text": "IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective as of the date first above written.", "probability": 0.001740078560807377 }, { "score": 10.027571678161621, "text": "10 day of January", "probability": 0.001665725162209318 }, { "score": 9.219317436218262, "text": "THIS AGREEMENT made effective the 10 day of January 2019", "probability": 0.0007423060307586212 }, { "score": 8.955022811889648, "text": "January 2019", "probability": 0.0005699034577893573 }, { "score": 8.780261039733887, "text": "10 day of January 2019 (the \"", "probability": 0.00047852344283250305 }, { "score": 8.47103214263916, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement", "probability": 0.0003512423021896938 }, { "score": 8.385796546936035, "text": "10 day of January 2019 (the", "probability": 0.000322544370342793 }, { "score": 8.11784839630127, "text": "IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective as of the date first above written.", "probability": 0.00024672949106197966 }, { "score": 7.726009368896484, "text": "10 day of January 2019 (the \"Effective Date\"),\n", "probability": 0.00016674297103455173 }, { "score": 7.701061248779297, "text": "IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective as of the date first above written", "probability": 0.00016263450965149005 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Expiration Date": [ { "score": 15.189460754394531, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 0.7257095647652639 }, { "score": 14.062748908996582, "text": "January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 0.23520042920015335 }, { "text": "", "score": 11.688560485839844, "probability": 0.02189480989624615 }, { "score": 10.198424339294434, "text": "The term of this Agreement shall commence on January 10th, 2019", "probability": 0.00493381968061456 }, { "score": 10.054174423217773, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement", "probability": 0.004271066471009595 }, { "score": 10.027267456054688, "text": "and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 0.004157677345381264 }, { "score": 9.334650039672852, "text": "January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.", "probability": 0.0020799402587161364 }, { "score": 8.365188598632812, "text": "January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 0.0007888948243365344 }, { "score": 6.905147552490234, "text": "January 10th, 2019", "probability": 0.00018320247524825396 }, { "score": 6.86599063873291, "text": "January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement", "probability": 0.00017616746521958735 }, { "score": 6.599940299987793, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 0.00013501484168819793 }, { "score": 5.82595157623291, "text": "The", "probability": 6.226478312507801e-05 }, { "score": 5.764897346496582, "text": "and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 5.857697828346427e-05 }, { "score": 5.750428676605225, "text": ".", "probability": 5.77355491802616e-05 }, { "score": 5.714749813079834, "text": "shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 5.571192536452216e-05 }, { "score": 5.663417816162109, "text": "expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 5.292428075308549e-05 }, { "score": 5.612692356109619, "text": "on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 5.0306624435272284e-05 }, { "score": 5.565309047698975, "text": ".", "probability": 4.79785222927993e-05 }, { "score": 5.443270683288574, "text": "Term. The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 4.2466481497861706e-05 }, { "score": 5.4189863204956055, "text": "January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 4.1447631189961786e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Renewal Term": [ { "score": 12.110015869140625, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.", "probability": 0.5934482736365371 }, { "text": "", "score": 11.462373733520508, "probability": 0.3105385101245118 }, { "score": 9.959451675415039, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 0.06908833213520664 }, { "score": 8.800065994262695, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.", "probability": 0.02167154653565989 }, { "score": 5.95036506652832, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement", "probability": 0.0012539508575129053 }, { "score": 5.618012428283691, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.0008993766332237737 }, { "score": 5.548908710479736, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 0.0008393251497506919 }, { "score": 5.542930603027344, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 0.0008343225417804758 }, { "score": 4.729024887084961, "text": "The", "probability": 0.0003697083133350788 }, { "score": 4.392880439758301, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise", "probability": 0.00026416394259019593 }, { "score": 4.19931697845459, "text": "The term of this Agreement shall commence on January 10th, 2019", "probability": 0.00021767572247548687 }, { "score": 3.5821499824523926, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.", "probability": 0.00011742965198330676 }, { "score": 3.2980399131774902, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The", "probability": 8.838739584048233e-05 }, { "score": 3.106870174407959, "text": "parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.", "probability": 7.300731486207477e-05 }, { "score": 2.955833911895752, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 6.277289532528727e-05 }, { "score": 2.8596019744873047, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The", "probability": 5.701369144598776e-05 }, { "score": 2.8305437564849854, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The", "probability": 5.5380814316421106e-05 }, { "score": 2.677720308303833, "text": "The", "probability": 4.753231395876189e-05 }, { "score": 2.516300678253174, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.", "probability": 4.044690569575021e-05 }, { "score": 2.3080620765686035, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 3.284342398804695e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.704407691955566, "probability": 0.6322893916263577 }, { "score": 9.936357498168945, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.10790994036077112 }, { "score": 9.695122718811035, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.", "probability": 0.08478021605510612 }, { "score": 9.373361587524414, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.06145474701415293 }, { "score": 9.315313339233398, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.057988970853408456 }, { "score": 8.129859924316406, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.", "probability": 0.017721869109729095 }, { "score": 7.696744441986084, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.", "probability": 0.011492376902408594 }, { "score": 7.07084846496582, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 0.006145917009821986 }, { "score": 6.788473129272461, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.004633963849348584 }, { "score": 6.356642723083496, "text": "The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.", "probability": 0.0030089230336725254 }, { "score": 6.280574798583984, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.0027885292160132295 }, { "score": 5.754538536071777, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.", "probability": 0.0016478609148596404 }, { "score": 5.696489334106445, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.", "probability": 0.0015549273583263352 }, { "score": 5.695366859436035, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0015531829709507618 }, { "score": 5.568728923797607, "text": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.", "probability": 0.0013684359144128125 }, { "score": 5.201272010803223, "text": "The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0009476325155866219 }, { "score": 5.196829795837402, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.", "probability": 0.0009434322643602706 }, { "score": 4.8750691413879395, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0006838673156933507 }, { "score": 4.780865669250488, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice", "probability": 0.0006223859780457023 }, { "score": 4.485960006713867, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 0.00046342973697463503 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Governing Law": [ { "score": 15.165752410888672, "text": "This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "probability": 0.9528314481467025 }, { "text": "", "score": 12.11998176574707, "probability": 0.04531632661057994 }, { "score": 7.858046531677246, "text": "This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard", "probability": 0.0006387335726985896 }, { "score": 7.22097635269165, "text": "This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia,", "probability": 0.0003377875826796949 }, { "score": 7.126092433929443, "text": "This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and", "probability": 0.00030721054459891613 }, { "score": 6.239742279052734, "text": "This", "probability": 0.00012661907511493263 }, { "score": 5.73530912399292, "text": "applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "probability": 7.645864570246207e-05 }, { "score": 5.568113803863525, "text": ".", "probability": 6.46866404398339e-05 }, { "score": 5.517300605773926, "text": "Governing Law and Attornment. This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "probability": 6.148181852689438e-05 }, { "score": 5.421187400817871, "text": "8.4 Governing Law and Attornment. This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "probability": 5.584769718017708e-05 }, { "score": 5.2803754806518555, "text": "Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "probability": 4.851225140211872e-05 }, { "score": 4.329791069030762, "text": "will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "probability": 1.8750716418103842e-05 }, { "score": 4.310661315917969, "text": "the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "probability": 1.8395428957684192e-05 }, { "score": 4.236358642578125, "text": "British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "probability": 1.707814428774658e-05 }, { "score": 4.1481828689575195, "text": "This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada", "probability": 1.563674761643774e-05 }, { "score": 4.115743637084961, "text": "inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "probability": 1.5137642593302854e-05 }, { "score": 4.078258037567139, "text": "This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia", "probability": 1.45807028109614e-05 }, { "score": 3.991361618041992, "text": "This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the", "probability": 1.3367180812273027e-05 }, { "score": 3.808316707611084, "text": "This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia", "probability": 1.1131262591415553e-05 }, { "score": 3.7789926528930664, "text": "This Agreement will be governed by and construed", "probability": 1.0809588285891766e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Most Favored Nation": [ { "text": "", "score": 12.019479751586914, "probability": 0.6961512058981422 }, { "score": 11.168856620788574, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 0.29736006833494266 }, { "score": 6.9730095863342285, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies", "probability": 0.004477642684022646 }, { "score": 4.479207515716553, "text": "(iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.00036983239987516944 }, { "score": 4.433586120605469, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").\n\n4.2 While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.", "probability": 0.0003533392114904796 }, { "score": 3.8040037155151367, "text": "For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.0001882641687596317 }, { "score": 3.613018035888672, "text": "Although", "probability": 0.00015553339227385445 }, { "score": 3.5429584980010986, "text": "the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 0.0001450097399145399 }, { "score": 3.5310487747192383, "text": "The Contractor is permitted to undertake such activities and retain all of the compensation received from such activities provided that such activities do not prevent, inhibit or impair the Contractor from meeting his or her obligations to Emerald hereunder.\n\n4. Secondment\n\n4.1 Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 0.00014329295753306808 }, { "score": 3.1047441959381104, "text": "(ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 9.355847201021394e-05 }, { "score": 3.0113022327423096, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 8.521220261241908e-05 }, { "score": 2.968073844909668, "text": "Although the Contractor is being hired as an independent contractor to Emerald", "probability": 8.160709925809203e-05 }, { "score": 2.8221707344055176, "text": "Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 7.052823657268481e-05 }, { "score": 2.6990602016448975, "text": "the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 6.235866372952046e-05 }, { "score": 2.631995677947998, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").\n\n4.2 While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.\n\n5. Term and Termination\n\n5.1 Term. The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 5.831376034083226e-05 }, { "score": 2.4636054039001465, "text": "Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 4.9276525816573734e-05 }, { "score": 2.4230408668518066, "text": "or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 4.731764549722238e-05 }, { "score": 2.2817134857177734, "text": "Although the Contractor is being hired as an independent contractor to Emerald,", "probability": 4.108141788610095e-05 }, { "score": 2.2064762115478516, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates", "probability": 3.810397569107533e-05 }, { "score": 1.9144186973571777, "text": "\").", "probability": 2.845321363097382e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Compete": [ { "score": 13.44677734375, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 0.732058623989327 }, { "text": "", "score": 11.81810188293457, "probability": 0.1436220415259893 }, { "score": 11.279428482055664, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 0.08380659774901075 }, { "score": 10.370203018188477, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company", "probability": 0.03376032419486369 }, { "score": 7.800556182861328, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company", "probability": 0.002584777516873526 }, { "score": 6.643101692199707, "text": "Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 0.0008123572655509097 }, { "score": 6.239378929138184, "text": "so long as same are not directly competitive with the business of the Company.", "probability": 0.0005425159373256582 }, { "score": 6.003877639770508, "text": "The", "probability": 0.00042868233773964175 }, { "score": 5.970537185668945, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with.", "probability": 0.0004146255065914003 }, { "score": 5.840353012084961, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with.", "probability": 0.0003640137149964862 }, { "score": 5.687091827392578, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with. The Contractor is permitted to undertake such activities and retain all of the compensation received from such activities provided that such activities do not prevent, inhibit or impair the Contractor from meeting his or her obligations to Emerald hereunder.", "probability": 0.00031228941211870797 }, { "score": 5.461061954498291, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies,", "probability": 0.00024911147521370703 }, { "score": 5.290196895599365, "text": "so long as same are not directly competitive with the business of the Company.", "probability": 0.0002099848591858287 }, { "score": 5.113940715789795, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder", "probability": 0.00017605197240350322 }, { "score": 5.103848934173584, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same", "probability": 0.00017428422918697075 }, { "score": 4.813309669494629, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder,", "probability": 0.00013034023226532191 }, { "score": 4.540220260620117, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies", "probability": 9.919214166079015e-05 }, { "score": 4.436327934265137, "text": "The", "probability": 8.940409331645928e-05 }, { "score": 4.357334613800049, "text": "Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 8.261350345116008e-05 }, { "score": 4.351931571960449, "text": "preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 8.216834292891964e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Exclusivity": [ { "text": "", "score": 12.193470001220703, "probability": 0.9992227712889891 }, { "score": 4.974943161010742, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 0.0007323116588781344 }, { "score": 0.9375090599060059, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company", "probability": 1.2919942989143605e-05 }, { "score": 0.4574413299560547, "text": "The", "probability": 7.994104686117678e-06 }, { "score": 0.1467146873474121, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 5.858992808776151e-06 }, { "score": -0.4409012794494629, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 3.255551673950728e-06 }, { "score": -0.6209747791290283, "text": "(the \"Contractor\")\n\nWITNESSES THAT WHEREAS Emerald would like to engage the Contractor as an independent contractor of Emerald, and the Contractor would like to be engaged by Emerald as an independent contractor, on the terms and conditions contained herein;\n\nIN CONSIDERATION of the mutual agreements in this Agreement and subject to the terms and conditions specified in this Agreement, the parties agree as follows:\n\n1. Definitions\n\n1.1 In this Agreement, including the recitals and the schedules, the defined words and expressions have the meanings set out on Schedule \"A\" to this Agreement unless the context otherwise required.\n\n2. Scope of Engagement\n\n2.1 Position. The Company hereby engages the Contractor as an independent contractor and the Contractor hereby agrees to such engagement.", "probability": 2.7190654771752036e-06 }, { "score": -1.104521632194519, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 1.6765555043265845e-06 }, { "score": -1.3647220134735107, "text": "\"Business\" or \"Business of Emerald\" includes, without limitation, managing, financing or building companies involved in the medical or recreational cannabis industries. (d) \"Cause\" includes, without limitation, the following:", "probability": 1.292451771210341e-06 }, { "score": -1.4229927062988281, "text": "\"Business\" or \"Business of Emerald\" includes, without limitation, managing, financing or building companies involved in the medical or recreational cannabis industries.", "probability": 1.2192919477094238e-06 }, { "score": -1.574584722518921, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with.", "probability": 1.0477848859322661e-06 }, { "score": -1.577906608581543, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements,", "probability": 1.0443100386418435e-06 }, { "score": -1.6219327449798584, "text": "The Chief Executive Officer of Emerald Health Naturals will:", "probability": 9.993305050656833e-07 }, { "score": -1.80483078956604, "text": "(the \"Contractor\")", "probability": 8.322954743792045e-07 }, { "score": -1.8328773975372314, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean:", "probability": 8.092767174027223e-07 }, { "score": -1.9210193157196045, "text": "The Company hereby engages the Contractor as an independent contractor and the Contractor hereby agrees to such engagement.", "probability": 7.409987875769222e-07 }, { "score": -1.9968565702438354, "text": "The Company hereby engages the Contractor as an independent contractor and the Contractor hereby agrees to such engagement.", "probability": 6.868814631217485e-07 }, { "score": -2.0686233043670654, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with. The Contractor is permitted to undertake such activities and retain all of the compensation received from such activities provided that such activities do not prevent, inhibit or impair the Contractor from meeting his or her obligations to Emerald hereunder.\n\n4. Secondment\n\n4.1 Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 6.393135358351384e-07 }, { "score": -2.115478992462158, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 6.10049018633099e-07 }, { "score": -2.1818833351135254, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies,", "probability": 5.708548474390274e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__No-Solicit Of Customers": [ { "text": "", "score": 12.042350769042969, "probability": 0.9995549150089463 }, { "score": 3.1666250228881836, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.00013967797963384306 }, { "score": 2.5952374935150146, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 7.888192375451145e-05 }, { "score": 2.105762004852295, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 4.835050225290876e-05 }, { "score": 1.8518402576446533, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 3.750802321512624e-05 }, { "score": 1.4731751680374146, "text": "The Contractor will not, either during the Term of this Agreement or for a period of five years thereafter, directly or indirectly, cause or permit any Confidential Information to be copied or reproduced unless expressly authorized to do so by the Company.", "probability": 2.5684553315245483e-05 }, { "score": 1.30339515209198, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 2.1673921354770158e-05 }, { "score": 1.189726710319519, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 1.9345141741674155e-05 }, { "score": 0.9882175922393799, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 1.5814578382975345e-05 }, { "score": 0.3683987259864807, "text": "Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").\n\n4.2 While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.\n\n5. Term and Termination\n\n5.1 Term. The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 8.508905584401037e-06 }, { "score": 0.336641788482666, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with.", "probability": 8.242934369512604e-06 }, { "score": 0.24724531173706055, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 7.538022777930462e-06 }, { "score": 0.18976962566375732, "text": "(v) existing or potential suppliers, customers and strategic contractors of the Company and its Affiliates; (vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates.", "probability": 7.116985354632185e-06 }, { "score": 0.07279658317565918, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 6.331335466192333e-06 }, { "score": -0.3241422176361084, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 4.257032780594504e-06 }, { "score": -0.3749985992908478, "text": "Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").\n\n4.2 While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.\n\n5. Term and Termination\n\n5.1 Term. The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 4.045948481857946e-06 }, { "score": -0.3949350118637085, "text": "(\"Emerald\" or the \"Company\")", "probability": 3.966085519340642e-06 }, { "score": -0.5815294981002808, "text": "The parties acknowledge and agree that the relationship created by operation of this Agreement is not an employment relationship.", "probability": 3.2909790587393674e-06 }, { "score": -0.8369705677032471, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 2.5491093844060863e-06 }, { "score": -0.9393583536148071, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor\")\n\nWITNESSES THAT WHEREAS Emerald would like to engage the Contractor as an independent contractor of Emerald, and the Contractor would like to be engaged by Emerald as an independent contractor, on the terms and conditions contained herein;", "probability": 2.3010286250379615e-06 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Competitive Restriction Exception": [ { "score": 13.062847137451172, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 0.7483566507547037 }, { "text": "", "score": 11.762429237365723, "probability": 0.20386576653376529 }, { "score": 9.817519187927246, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company", "probability": 0.029152822085135838 }, { "score": 8.97278118133545, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with.", "probability": 0.012526090562575289 }, { "score": 7.263582229614258, "text": "The Contractor is permitted to undertake such activities and retain all of the compensation received from such activities provided that such activities do not prevent, inhibit or impair the Contractor from meeting his or her obligations to Emerald hereunder.", "probability": 0.0022673568330198813 }, { "score": 6.265460968017578, "text": "Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 0.0008356825195965916 }, { "score": 6.132655620574951, "text": "Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with. The Contractor is permitted to undertake such activities and retain all of the compensation received from such activities provided that such activities do not prevent, inhibit or impair the Contractor from meeting his or her obligations to Emerald hereunder.", "probability": 0.0007317532977810722 }, { "score": 5.571375846862793, "text": "The", "probability": 0.0004174495332553632 }, { "score": 5.389381408691406, "text": "so long as same are not directly competitive with the business of the Company.", "probability": 0.0003479884259241959 }, { "score": 4.996455192565918, "text": "Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with.", "probability": 0.0002349195239593137 }, { "score": 4.892218589782715, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with", "probability": 0.00021166533131871 }, { "score": 4.759782791137695, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies,", "probability": 0.00018541018795380852 }, { "score": 4.619462966918945, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald", "probability": 0.00016113633028154206 }, { "score": 4.562347412109375, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with. The", "probability": 0.00015219083454439113 }, { "score": 4.267210006713867, "text": "For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.00011329531518393454 }, { "score": 4.237605094909668, "text": "performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with. The Contractor is permitted to undertake such activities and retain all of the compensation received from such activities provided that such activities do not prevent, inhibit or impair the Contractor from meeting his or her obligations to Emerald hereunder.", "probability": 0.00010999037990964741 }, { "score": 4.170631408691406, "text": "Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with.", "probability": 0.0001028651822210523 }, { "score": 3.923764228820801, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same", "probability": 8.036285287608506e-05 }, { "score": 3.890010356903076, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder,", "probability": 7.769556432848159e-05 }, { "score": 3.7699837684631348, "text": "Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 6.890795166591125e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__No-Solicit Of Employees": [ { "text": "", "score": 12.147937774658203, "probability": 0.9998989929503828 }, { "score": 2.726492404937744, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 8.096072625926777e-05 }, { "score": -0.08216512203216553, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 4.880787838365834e-06 }, { "score": -0.5896191000938416, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").\n\n4.2 While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.\n\n5. Term and Termination\n\n5.1 Term. The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 2.938363139583281e-06 }, { "score": -1.083190679550171, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald", "probability": 1.793701015291699e-06 }, { "score": -1.1066157817840576, "text": "The", "probability": 1.7521716989056738e-06 }, { "score": -1.2110023498535156, "text": "(\"Emerald\" or the \"Company\")", "probability": 1.5784911482474385e-06 }, { "score": -1.263783574104309, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 1.4973370000713293e-06 }, { "score": -1.9665371179580688, "text": "The parties acknowledge and agree that the relationship created by operation of this Agreement is not an employment relationship.", "probability": 7.415109524815135e-07 }, { "score": -2.071244955062866, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 6.677955708743378e-07 }, { "score": -2.2086899280548096, "text": "(\"Emerald", "probability": 5.820388057658187e-07 }, { "score": -2.3878676891326904, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 4.865595801355344e-07 }, { "score": -2.4772942066192627, "text": "Emerald\" or the \"Company\")", "probability": 4.449370642523103e-07 }, { "score": -2.479168176651001, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 4.4410404629701414e-07 }, { "score": -2.4880993366241455, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.", "probability": 4.401553415193809e-07 }, { "score": -2.5965840816497803, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 3.949041070582248e-07 }, { "score": -2.5966644287109375, "text": "\"Cause\" includes, without limitation, the following:", "probability": 3.9487237894843103e-07 }, { "score": -2.597461700439453, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 3.945576838297538e-07 }, { "score": -2.774993896484375, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor\")", "probability": 3.3037657943685677e-07 }, { "score": -2.927452802658081, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 2.8365940704129943e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Disparagement": [ { "text": "", "score": 11.517448425292969, "probability": 0.9901999616699607 }, { "score": 6.1705708503723145, "text": "(iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations.", "probability": 0.004716322333685152 }, { "score": 5.046935081481934, "text": "(iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being:", "probability": 0.0015332559718408967 }, { "score": 4.275498390197754, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0007088983519823029 }, { "score": 4.1436333656311035, "text": "or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations.", "probability": 0.0006213205445365786 }, { "score": 4.042360782623291, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0005614790936957988 }, { "score": 3.214263677597046, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0002452988922864998 }, { "score": 3.0199975967407227, "text": "or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being:", "probability": 0.00020198861908443568 }, { "score": 2.998746156692505, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0001977413600862256 }, { "score": 2.8002147674560547, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.0001621348709125222 }, { "score": 2.6126999855041504, "text": "Emerald", "probability": 0.00013441254216448267 }, { "score": 2.5846972465515137, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.00013070083436903985 }, { "score": 2.3852548599243164, "text": "(\"Emerald", "probability": 0.00010706847872397603 }, { "score": 2.3578414916992188, "text": "(iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise", "probability": 0.00010417323657154882 }, { "score": 2.1530325412750244, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 8.488066248049375e-05 }, { "score": 1.9305825233459473, "text": "(iv) the Contractor's fraud, dishonesty or other material misconduct,", "probability": 6.795164037736778e-05 }, { "score": 1.8057684898376465, "text": "act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations.", "probability": 5.9978265069036525e-05 }, { "score": 1.7446867227554321, "text": "the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations.", "probability": 5.642433181678905e-05 }, { "score": 1.7412636280059814, "text": "(iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor", "probability": 5.6231516184173195e-05 }, { "score": 1.6193349361419678, "text": "(iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including", "probability": 4.977678417199393e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Termination For Convenience": [ { "score": 14.235230445861816, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 0.20618987043015732 }, { "score": 14.133541107177734, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.18625339899246462 }, { "score": 14.050023078918457, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.17132975279034163 }, { "score": 14.030279159545898, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.16798020735259075 }, { "score": 13.658451080322266, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.11581777836948073 }, { "score": 13.41751480102539, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.09102023100689398 }, { "text": "", "score": 11.581399917602539, "probability": 0.014511869737522418 }, { "score": 11.356962203979492, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.", "probability": 0.011594480936066562 }, { "score": 10.965389251708984, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.", "probability": 0.007837784861381767 }, { "score": 10.684852600097656, "text": "Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.005920492272853604 }, { "score": 10.335220336914062, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 0.004173634906998652 }, { "score": 10.142460823059082, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.", "probability": 0.003441914380657886 }, { "score": 10.130888938903809, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 0.0034023145106224736 }, { "score": 10.027626991271973, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 0.0030685157965692415 }, { "score": 9.987319946289062, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald", "probability": 0.002947292480901767 }, { "score": 9.065849304199219, "text": "The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0011728260969531676 }, { "score": 8.939308166503906, "text": "The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.", "probability": 0.0010334215250908728 }, { "score": 8.796476364135742, "text": "Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0008958729827992167 }, { "score": 8.555854797363281, "text": "Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0007042807546551287 }, { "score": 8.555541038513184, "text": "Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.0007040598149981011 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.194957733154297, "probability": 0.9997765240780783 }, { "score": 2.8174102306365967, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 8.458352896316244e-05 }, { "score": 2.189882278442383, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 4.51599938164454e-05 }, { "score": 2.025042772293091, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 3.8297020376677934e-05 }, { "score": 0.9109760522842407, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 1.2569903885065107e-05 }, { "score": 0.5582189559936523, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 8.833473215425612e-06 }, { "score": 0.08629941940307617, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.", "probability": 5.5103533133637915e-06 }, { "score": -0.09167265892028809, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 4.6119772287051075e-06 }, { "score": -0.2595076560974121, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 3.89939599403129e-06 }, { "score": -0.5404088497161865, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 2.944445382372188e-06 }, { "score": -0.5412285327911377, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.", "probability": 2.942032859214417e-06 }, { "score": -0.7317495942115784, "text": "Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 2.4316735638445307e-06 }, { "score": -0.7360608577728271, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 2.4212125445248157e-06 }, { "score": -0.887035608291626, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 2.0819266012773967e-06 }, { "score": -1.001280665397644, "text": "(\"Emerald\" or the \"Company\")", "probability": 1.857160407429555e-06 }, { "score": -1.2009897232055664, "text": "Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 1.5209567850962773e-06 }, { "score": -1.3859524726867676, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 1.2641207879256107e-06 }, { "score": -1.5142943859100342, "text": "The", "probability": 1.111860722021795e-06 }, { "score": -1.940563440322876, "text": "Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 7.259790535672659e-07 }, { "score": -1.9643610715866089, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 7.089064215629761e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Change Of Control": [ { "text": "", "score": 12.247318267822266, "probability": 0.8156435679087708 }, { "score": 10.412212371826172, "text": "\"Change of control\" means: (i) a person other than the current control person or persons of the Company (as that term is defined in the Securities Act (British Columbia) or other applicable securities legislation) becomes a control person of the Company; or (ii) a majority of the directors elected at any annual or special general meeting of shareholders of Emerald, or by consent resolution, are not individuals nominated by the Company's then-incumbent board.", "probability": 0.13017394043956382 }, { "score": 8.484435081481934, "text": "\"Change of control\" means: (i) a person other than the current control person or persons of the Company (as that term is defined in the Securities Act (British Columbia) or other applicable securities legislation) becomes a control person of the Company;", "probability": 0.0189365566688662 }, { "score": 7.736623764038086, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 0.008964595191541618 }, { "score": 7.577728271484375, "text": "\"Change of control\" means:", "probability": 0.007647566243874496 }, { "score": 7.106919765472412, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.004775883357481627 }, { "score": 6.380366802215576, "text": "\"Change of control\" means: (i) a person other than the current control person or persons of the Company (as that term is defined in the Securities Act (British Columbia) or other applicable securities legislation) becomes a control person of the Company", "probability": 0.002309488311670526 }, { "score": 6.3550801277160645, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.002251821209828795 }, { "score": 6.082546234130859, "text": "(e) \"Change of control\" means: (i) a person other than the current control person or persons of the Company (as that term is defined in the Securities Act (British Columbia) or other applicable securities legislation) becomes a control person of the Company; or (ii) a majority of the directors elected at any annual or special general meeting of shareholders of Emerald, or by consent resolution, are not individuals nominated by the Company's then-incumbent board.", "probability": 0.001714643902123718 }, { "score": 6.041111469268799, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean:", "probability": 0.0016450497993999984 }, { "score": 5.610787868499756, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.0010697736201982393 }, { "score": 5.531005382537842, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean:", "probability": 0.0009877403397636178 }, { "score": 5.432302951812744, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control", "probability": 0.000894904866737048 }, { "score": 5.409757614135742, "text": "(i) a person other than the current control person or persons of the Company (as that term is defined in the Securities Act (British Columbia) or other applicable securities legislation) becomes a control person of the Company; or (ii) a majority of the directors elected at any annual or special general meeting of shareholders of Emerald, or by consent resolution, are not individuals nominated by the Company's then-incumbent board.", "probability": 0.0008749546713109567 }, { "score": 4.959888935089111, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.", "probability": 0.0005579689980306825 }, { "score": 4.937444686889648, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 0.000545585294654654 }, { "score": 4.233772277832031, "text": "\"Change of control\" means: (i) a person other than the current control person or persons of the Company", "probability": 0.00026993649955275634 }, { "score": 4.215596675872803, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.", "probability": 0.0002650745593727885 }, { "score": 4.154768943786621, "text": "(e) \"Change of control\" means: (i) a person other than the current control person or persons of the Company (as that term is defined in the Securities Act (British Columbia) or other applicable securities legislation) becomes a control person of the Company;", "probability": 0.0002494312710351295 }, { "score": 4.036084175109863, "text": "\"Change of control\" means", "probability": 0.00022151684622251613 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Anti-Assignment": [ { "score": 14.604019165039062, "text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 0.9177820508827145 }, { "text": "", "score": 12.059280395507812, "probability": 0.07203997516453385 }, { "score": 9.936440467834473, "text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties", "probability": 0.008622553304977054 }, { "score": 7.018715858459473, "text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties. This Agreement will endure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns.", "probability": 0.0004661054599820498 }, { "score": 6.368789196014404, "text": "8.2 Assignment. This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 0.00024334623267219555 }, { "score": 6.136875152587891, "text": "This Agreement is not assignable", "probability": 0.00019297703875082814 }, { "score": 5.672490119934082, "text": "This", "probability": 0.00012129021912875325 }, { "score": 5.536929607391357, "text": "Assignment. This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 0.00010591381172419257 }, { "score": 5.209013938903809, "text": "by any party to the Agreement without the prior written consent of the other parties.", "probability": 7.63028277036849e-05 }, { "score": 5.032100677490234, "text": ".", "probability": 6.393051155380364e-05 }, { "score": 4.786187648773193, "text": "not assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 4.999303560415131e-05 }, { "score": 4.755002975463867, "text": "any party to the Agreement without the prior written consent of the other parties.", "probability": 4.8458077102319086e-05 }, { "score": 4.5827250480651855, "text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties. This", "probability": 4.0789353637490655e-05 }, { "score": 4.5762152671813965, "text": "is not assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 4.052468628082421e-05 }, { "score": 4.4038310050964355, "text": "Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 3.410783298216731e-05 }, { "score": 3.63116455078125, "text": "This Agreement is not assignable by", "probability": 1.5750318854828974e-05 }, { "score": 3.575103282928467, "text": "assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 1.4891630473819335e-05 }, { "score": 3.5714111328125, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 1.4836749714982942e-05 }, { "score": 3.5655667781829834, "text": "without the prior written consent of the other parties.", "probability": 1.4750291380774661e-05 }, { "score": 3.3125181198120117, "text": "This Agreement is not", "probability": 1.1452570227744333e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Revenue/Profit Sharing": [ { "text": "", "score": 12.002822875976562, "probability": 0.9800072807114588 }, { "score": 8.056357383728027, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.", "probability": 0.01893656120459165 }, { "score": 4.7508087158203125, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000.", "probability": 0.000694575675152144 }, { "score": 2.822870969772339, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any", "probability": 0.00010102453152268306 }, { "score": 1.705022931098938, "text": "While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.", "probability": 3.303327329104681e-05 }, { "score": 1.6315724849700928, "text": "Fee. The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.", "probability": 3.069392919384851e-05 }, { "score": 1.437017560005188, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 2.5267272062367603e-05 }, { "score": 1.4231338500976562, "text": "While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.", "probability": 2.49188925827576e-05 }, { "score": 1.3392930030822754, "text": "The", "probability": 2.2914855385293495e-05 }, { "score": 1.070859670639038, "text": "(ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 1.7520157489228163e-05 }, { "score": 0.9043530225753784, "text": "(iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 1.4832866476514512e-05 }, { "score": 0.7558095455169678, "text": "3.1 Fee. The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.", "probability": 1.27853751265294e-05 }, { "score": 0.6807956695556641, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\")", "probability": 1.1861383904658763e-05 }, { "score": 0.6126233339309692, "text": "(\"Emerald", "probability": 1.107971255032305e-05 }, { "score": 0.5664669275283813, "text": "The Contractor will devote sufficient time and attention to the business and affairs of Emerald to provide the Services, use his or her best efforts to promote the interests of Emerald, and will carry out his or her Services honestly, in good faith and in the best interests of Emerald.\n\n2.5 Not Employment. The parties acknowledge and agree that the relationship created by operation of this Agreement is not an employment relationship.\n\n3. Fees\n\n3.1 Fee. The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.", "probability": 1.057993551550099e-05 }, { "score": 0.5410628318786621, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.\n\n\n\n\n\n3.2 Reimbursement of Expenses. Emerald will reimburse the Contractor for all reasonable expenses incurred in the performance of his or her Services, provided that the Contractor provides a written expense account in a form satisfactory to the Lead Director of the Company.", "probability": 1.0314547071026843e-05 }, { "score": 0.4762997627258301, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year", "probability": 9.667716768725005e-06 }, { "score": 0.36421775817871094, "text": "The Company will pay to the Contractor an annual fee", "probability": 8.642657893911373e-06 }, { "score": 0.3413931131362915, "text": "Emerald", "probability": 8.447626523125198e-06 }, { "score": 0.28665852546691895, "text": "Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.", "probability": 7.99767543960593e-06 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Price Restrictions": [ { "text": "", "score": 12.012389183044434, "probability": 0.9930073470540683 }, { "score": 6.16907262802124, "text": "(ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.002878938091255839 }, { "score": 5.613401412963867, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.0016516095425651272 }, { "score": 4.911118507385254, "text": "(iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.0008182948027095927 }, { "score": 4.16604471206665, "text": "(ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months;", "probability": 0.0003884439439064969 }, { "score": 3.6103734970092773, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months;", "probability": 0.00022284526591808215 }, { "score": 3.582427978515625, "text": "For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.00021670395021150424 }, { "score": 3.522827625274658, "text": "or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.00020416567244385268 }, { "score": 2.929248809814453, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean:", "probability": 0.0001127702957252502 }, { "score": 2.6577463150024414, "text": "other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 8.595728388137886e-05 }, { "score": 2.578651189804077, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 7.942040686195607e-05 }, { "score": 2.5052781105041504, "text": "(ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months;", "probability": 7.380173710264595e-05 }, { "score": 2.131031036376953, "text": "(ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months;", "probability": 5.076134781427931e-05 }, { "score": 2.0357766151428223, "text": "(ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company", "probability": 4.614925297578636e-05 }, { "score": 1.9496068954467773, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months;", "probability": 4.233910191637423e-05 }, { "score": 1.6569892168045044, "text": "(i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 3.1597985722615724e-05 }, { "score": 1.4801054000854492, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company", "probability": 2.647522947039553e-05 }, { "score": 1.3051648139953613, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations. For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 2.2226137757917297e-05 }, { "score": 1.247323989868164, "text": "(iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months;", "probability": 2.097703249870549e-05 }, { "score": 1.1575483083724976, "text": "(g) \"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 1.9175865193997496e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Minimum Commitment": [ { "text": "", "score": 12.099136352539062, "probability": 0.999986142749628 }, { "score": -0.5720692873001099, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 3.1402143464115155e-06 }, { "score": -0.8651455640792847, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations. For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 2.342490744494157e-06 }, { "score": -1.377640724182129, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 1.4031498803604287e-06 }, { "score": -1.5869591236114502, "text": "Commitment of the Contractor.", "probability": 1.138146684865377e-06 }, { "score": -1.6227009296417236, "text": "For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 1.0981856604289002e-06 }, { "score": -1.974574089050293, "text": "(\"Emerald", "probability": 7.724301144982953e-07 }, { "score": -2.2748329639434814, "text": "(\"Emerald\" or the \"Company\")", "probability": 5.72082186137727e-07 }, { "score": -2.3216519355773926, "text": "\"Cause\" includes, without limitation, the following:", "probability": 5.459152213758753e-07 }, { "score": -2.574284553527832, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 4.2404139217998216e-07 }, { "score": -2.636143445968628, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 3.986054900806259e-07 }, { "score": -2.986487865447998, "text": "Emerald", "probability": 2.8079581315195e-07 }, { "score": -3.0590505599975586, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 2.611421949127328e-07 }, { "score": -3.0893406867980957, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations.", "probability": 2.53350762164326e-07 }, { "score": -3.1273961067199707, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 2.438905405509961e-07 }, { "score": -3.2867465019226074, "text": "Emerald\" or the \"Company\")", "probability": 2.0796486041948387e-07 }, { "score": -3.3148632049560547, "text": "Commitment of the Contractor. The Contractor will devote sufficient time and attention to the business and affairs of Emerald to provide the Services, use his or her best efforts to promote the interests of Emerald, and will carry out his or her Services honestly, in good faith and in the best interests of Emerald.\n\n2.5 Not Employment. The parties acknowledge and agree that the relationship created by operation of this Agreement is not an employment relationship.\n\n3. Fees\n\n3.1 Fee. The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.", "probability": 2.0219901236026052e-07 }, { "score": -3.325197219848633, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 2.0012024426508556e-07 }, { "score": -3.3479700088500977, "text": "Commitment of the Contractor. The Contractor will devote sufficient time and attention to the business and affairs of Emerald to provide the Services, use his or her best efforts to promote the interests of Emerald, and will carry out his or her Services honestly, in good faith and in the best interests of Emerald.", "probability": 1.956144476688955e-07 }, { "score": -3.448470115661621, "text": "Commitment of the Contractor", "probability": 1.769107753484856e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Volume Restriction": [ { "text": "", "score": 12.013399124145508, "probability": 0.9985802621136092 }, { "score": 4.733847618103027, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.", "probability": 0.0006885158267891996 }, { "score": 3.331622838973999, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 0.0001694085962357219 }, { "score": 3.263094902038574, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations. For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.00015818821989441986 }, { "score": 2.818891763687134, "text": "(ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.00010145166222773002 }, { "score": 2.296133518218994, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 6.0148963200253756e-05 }, { "score": 2.104254722595215, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations.", "probability": 4.964736957562565e-05 }, { "score": 2.0459160804748535, "text": "(iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 4.6833875081929876e-05 }, { "score": 1.92753005027771, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000.", "probability": 4.160501602104602e-05 }, { "score": 1.1709873676300049, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 1.9524655563565104e-05 }, { "score": 0.8471748232841492, "text": "or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 1.4123859217862093e-05 }, { "score": 0.8391157388687134, "text": "\"Cause\" includes, without limitation, the following:", "probability": 1.4010491278642065e-05 }, { "score": 0.535520076751709, "text": "For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 1.0341974040860757e-05 }, { "score": 0.3455965518951416, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any", "probability": 8.553043966348682e-06 }, { "score": 0.30731654167175293, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean:", "probability": 8.231820793694869e-06 }, { "score": 0.10523451119661331, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 6.725627289226379e-06 }, { "score": -0.008845686912536621, "text": "(\"Emerald", "probability": 6.000513208001485e-06 }, { "score": -0.04001079872250557, "text": "180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 5.816390547019476e-06 }, { "score": -0.10832250118255615, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 5.432330252339239e-06 }, { "score": -0.15633916854858398, "text": "(i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 5.177651207540773e-06 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Ip Ownership Assignment": [ { "text": "", "score": 12.131277084350586, "probability": 0.8937232564713565 }, { "score": 9.294281959533691, "text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 0.05237351611534587 }, { "score": 9.248102188110352, "text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 0.050009914435974925 }, { "score": 5.486039161682129, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 0.0011620181152948586 }, { "score": 5.12115478515625, "text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties", "probability": 0.0008067623591714799 }, { "score": 4.96096134185791, "text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties", "probability": 0.0006873445584800637 }, { "score": 4.406117916107178, "text": "(iv) Intellectual Property of Emerald and its Affiliates; (v) existing or potential suppliers, customers and strategic contractors of the Company and its Affiliates; (vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates.", "probability": 0.00039464723166450575 }, { "score": 3.778757333755493, "text": "Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.", "probability": 0.00021074138097256116 }, { "score": 3.57059645652771, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control", "probability": 0.0001711380981147403 }, { "score": 3.167841672897339, "text": "\"Intellectual Property\" is used in its broadest sense and means and includes any statutory, common law, equitable, contractual or proprietary interest, recognized currently or in future, in knowledge received or transmitted through investigation, observation, experience, study, instruction, discovery, creation, improvement, or publication, regardless of the form or medium in which the knowledge is embodied and whether or not patentable or copyrightable in respect of the Intellectual Property.", "probability": 0.00011440171135837474 }, { "score": 2.884565591812134, "text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties. This Agreement will endure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns.", "probability": 8.618015727754577e-05 }, { "score": 2.5940370559692383, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control. Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.", "probability": 6.445139806113855e-05 }, { "score": 2.0485284328460693, "text": "The term Intellectual Property includes the following:", "probability": 3.735261035684633e-05 }, { "score": 1.9403996467590332, "text": "This", "probability": 3.3524416098621514e-05 }, { "score": 1.9279356002807617, "text": "This", "probability": 3.310915948300407e-05 }, { "score": 1.5159571170806885, "text": "The term Intellectual Property includes the following: (i) knowledge and its embodiments including: (A) technical information, including meeting and collaboration notes, contents of laboratory notebooks, data, formulae, drawings, diagrams, blueprints, know-how,\n\n\n\n\n\nconcepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models; and (B) business information including data, databases, business models, market research and forecasts; and customer lists; (ii) interests currently recognized including rights of confidence in information, ideas, concepts and know-how, patent rights in inventions, copyrights in artistic, literary, dramatic, musical, and neighbouring works, design rights in designs, and trademark rights in reputations, marks and domain names; (iii) copyrightable works of authorship including, without limitation, any technical descriptions for products, user guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials;", "probability": 2.192947193225866e-05 }, { "score": 1.427564263343811, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 2.0074264643610206e-05 }, { "score": 1.2573835849761963, "text": "Assignment. This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 1.6932891115331966e-05 }, { "score": 1.2444202899932861, "text": "(iv) Intellectual Property of Emerald and its Affiliates; (v) existing or potential suppliers, customers and strategic contractors of the Company and its Affiliates; (vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates", "probability": 1.6714801685792258e-05 }, { "score": 1.2001111507415771, "text": "\"Intellectual Property\" is used in its broadest sense and means and includes any statutory, common law, equitable, contractual or proprietary interest, recognized currently or in future, in knowledge received or transmitted through investigation, observation, experience, study, instruction, discovery, creation, improvement, or publication, regardless of the form or medium in which the knowledge is embodied and whether or not patentable or copyrightable in respect of the Intellectual Property. The term Intellectual Property includes the following: (i) knowledge and its embodiments including: (A) technical information, including meeting and collaboration notes, contents of laboratory notebooks, data, formulae, drawings, diagrams, blueprints, know-how,\n\n\n\n\n\nconcepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models", "probability": 1.5990351612109797e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Joint Ip Ownership": [ { "text": "", "score": 12.095789909362793, "probability": 0.9999278282738557 }, { "score": 1.9120495319366455, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 3.777690761195362e-05 }, { "score": 0.483035147190094, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 9.049265746716963e-06 }, { "score": -0.45136499404907227, "text": "(\"Emerald", "probability": 3.5547455314240316e-06 }, { "score": -0.7009073495864868, "text": "\"Intellectual Property\" is used in its broadest sense and means and includes any statutory, common law, equitable, contractual or proprietary interest, recognized currently or in future, in knowledge received or transmitted through investigation, observation, experience, study, instruction, discovery, creation, improvement, or publication, regardless of the form or medium in which the knowledge is embodied and whether or not patentable or copyrightable in respect of the Intellectual Property. The term Intellectual Property includes the following:", "probability": 2.76970585404249e-06 }, { "score": -0.7434598207473755, "text": "Emerald", "probability": 2.6543204038848802e-06 }, { "score": -0.794705867767334, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 2.5217235256744246e-06 }, { "score": -0.887548565864563, "text": "\"Intellectual Property\" is used in its broadest sense and means and includes any statutory, common law, equitable, contractual or proprietary interest, recognized currently or in future, in knowledge received or transmitted through investigation, observation, experience, study, instruction, discovery, creation, improvement, or publication, regardless of the form or medium in which the knowledge is embodied and whether or not patentable or copyrightable in respect of the Intellectual Property.", "probability": 2.2981395594329716e-06 }, { "score": -1.2530419826507568, "text": "(\"Emerald\" or the \"Company\")", "probability": 1.5945738017884376e-06 }, { "score": -1.4934868812561035, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 1.2537782507168853e-06 }, { "score": -1.503759741783142, "text": "\"Intellectual Property\" is used in its broadest sense and means and includes any statutory, common law, equitable, contractual or proprietary interest, recognized currently or in future, in knowledge received or transmitted through investigation, observation, experience, study, instruction, discovery, creation, improvement, or publication, regardless of the form or medium in which the knowledge is embodied and whether or not patentable or copyrightable in respect of the Intellectual Property. The term Intellectual Property includes the following: (i) knowledge and its embodiments including:", "probability": 1.2409642923088626e-06 }, { "score": -1.54513680934906, "text": "Emerald\" or the \"Company\")", "probability": 1.1906646313137893e-06 }, { "score": -1.6436866521835327, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 1.0789213824046334e-06 }, { "score": -1.7388728857040405, "text": "The term Intellectual Property includes the following:", "probability": 9.809591990803804e-07 }, { "score": -1.7855817079544067, "text": "Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 9.361933683876811e-07 }, { "score": -1.9977335929870605, "text": "The term Intellectual Property includes the following:", "probability": 7.572323641243888e-07 }, { "score": -2.0850110054016113, "text": "The", "probability": 6.939450285943646e-07 }, { "score": -2.100574016571045, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 6.832287593679053e-07 }, { "score": -2.223720073699951, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 6.040661305173669e-07 }, { "score": -2.3500261306762695, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.", "probability": 5.323907022772655e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__License Grant": [ { "text": "", "score": 11.681550979614258, "probability": 0.9999954418670367 }, { "score": -2.512147903442383, "text": "(\"Emerald", "probability": 6.850983439355077e-07 }, { "score": -2.781832218170166, "text": "(\"Emerald\" or the \"Company\")", "probability": 5.231551536762596e-07 }, { "score": -2.8047444820404053, "text": "\"Business\" or \"Business of Emerald\" includes, without limitation, managing, financing or building companies involved in the medical or recreational cannabis industries.", "probability": 5.113047628136099e-07 }, { "score": -2.842377185821533, "text": "The term Intellectual Property includes the following:", "probability": 4.924205428921642e-07 }, { "score": -3.119001626968384, "text": "\"Business\" or \"Business of Emerald\" includes, without limitation, managing, financing or building companies involved in the medical or recreational cannabis industries. (d) \"Cause\" includes, without limitation, the following:", "probability": 3.734218225491787e-07 }, { "score": -3.3522918224334717, "text": "Emerald", "probability": 2.957216016435022e-07 }, { "score": -3.414330005645752, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 2.779330600595374e-07 }, { "score": -3.5577149391174316, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 2.408068982089231e-07 }, { "score": -3.621976375579834, "text": "Emerald\" or the \"Company\")", "probability": 2.2581902939534142e-07 }, { "score": -4.217461109161377, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 1.2449296272716735e-07 }, { "score": -4.2739386558532715, "text": "The Chief Executive Officer of Emerald Health Naturals will:", "probability": 1.1765676838296243e-07 }, { "score": -4.3978590965271, "text": "Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 1.0394388670954893e-07 }, { "score": -4.498114585876465, "text": "(\"Emerald\"", "probability": 9.40282917747024e-08 }, { "score": -4.522007942199707, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 9.180826782178305e-08 }, { "score": -4.583698272705078, "text": "Emerald Health Naturals will:", "probability": 8.631574500655612e-08 }, { "score": -4.670654773712158, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor\")", "probability": 7.91271083146864e-08 }, { "score": -4.6720733642578125, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald", "probability": 7.90149389269535e-08 }, { "score": -4.682900428771973, "text": "\"Intellectual Property\" is used in its broadest sense and means and includes any statutory, common law, equitable, contractual or proprietary interest, recognized currently or in future, in knowledge received or transmitted through investigation, observation, experience, study, instruction, discovery, creation, improvement, or publication, regardless of the form or medium in which the knowledge is embodied and whether or not patentable or copyrightable in respect of the Intellectual Property. The term Intellectual Property includes the following:", "probability": 7.816405369236548e-08 }, { "score": -4.686287879943848, "text": "The term Intellectual Property includes the following: (i) knowledge and its embodiments including: (A) technical information, including meeting and collaboration notes, contents of laboratory notebooks, data, formulae, drawings, diagrams, blueprints, know-how,\n\n\n\n\n\nconcepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models; and (B) business information including data, databases, business models, market research and forecasts; and customer lists; (ii) interests currently recognized including rights of confidence in information, ideas, concepts and know-how, patent rights in inventions, copyrights in artistic, literary, dramatic, musical, and neighbouring works, design rights in designs, and trademark rights in reputations, marks and domain names;", "probability": 7.789972473057314e-08 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Transferable License": [ { "text": "", "score": 12.015422821044922, "probability": 0.9999694797895168 }, { "score": 0.16445517539978027, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 7.131434395219664e-06 }, { "score": -0.23014593124389648, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 4.80622179089137e-06 }, { "score": -0.3290872573852539, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 4.353455766798503e-06 }, { "score": -0.5464550256729126, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 3.5029385101207463e-06 }, { "score": -0.6471503973007202, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 3.1673865603287618e-06 }, { "score": -1.5934592485427856, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 1.2294881784465722e-06 }, { "score": -1.6196092367172241, "text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "probability": 1.1977538121386501e-06 }, { "score": -1.911522388458252, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 8.945225450995161e-07 }, { "score": -1.9841517210006714, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 8.318571856501855e-07 }, { "score": -2.182530164718628, "text": "The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 6.821723445287371e-07 }, { "score": -2.2624034881591797, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 6.298042186659144e-07 }, { "score": -2.7241287231445312, "text": "(\"Emerald", "probability": 3.968997667386459e-07 }, { "score": -2.8551712036132812, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 3.481527400290653e-07 }, { "score": -2.880197048187256, "text": "(\"Emerald\" or the \"Company\")", "probability": 3.3954804266226397e-07 }, { "score": -3.249772548675537, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 2.346370721523128e-07 }, { "score": -3.28916072845459, "text": "The term Intellectual Property includes the following: (i) knowledge and its embodiments including: (A) technical information, including meeting and collaboration notes, contents of laboratory notebooks, data, formulae, drawings, diagrams, blueprints, know-how,\n\n\n\n\n\nconcepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models; and (B) business information including data, databases, business models, market research and forecasts; and customer lists; (ii) interests currently recognized including rights of confidence in information, ideas, concepts and know-how, patent rights in inventions, copyrights in artistic, literary, dramatic, musical, and neighbouring works, design rights in designs, and trademark rights in reputations, marks and domain names; (iii) copyrightable works of authorship including, without limitation, any technical descriptions for products, user guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials;", "probability": 2.2557478996498227e-07 }, { "score": -3.4290952682495117, "text": "Emerald", "probability": 1.9611813886782534e-07 }, { "score": -3.530221939086914, "text": "The", "probability": 1.7725520958275827e-07 }, { "score": -3.5430870056152344, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.", "probability": 1.74989415565238e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Affiliate License-Licensor": [ { "text": "", "score": 11.968160629272461, "probability": 0.9901259404003562 }, { "score": 6.702020645141602, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 0.005112518620084274 }, { "score": 6.03566837310791, "text": "concepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models; and (B) business information including data, databases, business models, market research and forecasts; and customer lists; (ii) interests currently recognized including rights of confidence in information, ideas, concepts and know-how, patent rights in inventions, copyrights in artistic, literary, dramatic, musical, and neighbouring works, design rights in designs, and trademark rights in reputations, marks and domain names; (iii) copyrightable works of authorship including, without limitation, any technical descriptions for products, user guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials; and (iv) all trademarks, trade names, business names, patents, inventions, know-how, copyrights, software, source code, object code, service marks, brand names, industrial designs and all other industrial or intellectual property and all applications therefore and all goodwill connected therewith, including, without limitation, all licenses, registered user agreements and all like rights of any kind whatsoever, that may be developed, owned or licensed by the Company or its Affiliates or otherwise relating to the business of the Company or any other business in which the Company or its Affiliates may become engaged.", "probability": 0.0026256799508558733 }, { "score": 4.784321308135986, "text": "(iii) copyrightable works of authorship including, without limitation, any technical descriptions for products, user guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials; and (iv) all trademarks, trade names, business names, patents, inventions, know-how, copyrights, software, source code, object code, service marks, brand names, industrial designs and all other industrial or intellectual property and all applications therefore and all goodwill connected therewith, including, without limitation, all licenses, registered user agreements and all like rights of any kind whatsoever, that may be developed, owned or licensed by the Company or its Affiliates or otherwise relating to the business of the Company or any other business in which the Company or its Affiliates may become engaged.", "probability": 0.0007512572267289578 }, { "score": 4.323967933654785, "text": "(iv) all trademarks, trade names, business names, patents, inventions, know-how, copyrights, software, source code, object code, service marks, brand names, industrial designs and all other industrial or intellectual property and all applications therefore and all goodwill connected therewith, including, without limitation, all licenses, registered user agreements and all like rights of any kind whatsoever, that may be developed, owned or licensed by the Company or its Affiliates or otherwise relating to the business of the Company or any other business in which the Company or its Affiliates may become engaged.", "probability": 0.0004740888403008361 }, { "score": 3.074577808380127, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies", "probability": 0.00013591159065726814 }, { "score": 3.0271594524383545, "text": "(iv) Intellectual Property of Emerald and its Affiliates; (v) existing or potential suppliers, customers and strategic contractors of the Company and its Affiliates; (vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates.", "probability": 0.0001296172983211501 }, { "score": 2.7593154907226562, "text": "(ii) his or her relationship with Emerald or an Affiliate of Emerald; which information is not generally known in the industry in which the Company or its Affiliates are or may operate, but only to the extent that such information relates to the Business of the Company including, without limitation, information relating to: (iii) technologies, services and products owned, licensed or developed by or for the Company or its Affiliates; (iv) Intellectual Property of Emerald and its Affiliates; (v) existing or potential suppliers, customers and strategic contractors of the Company and its Affiliates; (vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates.", "probability": 9.916075171782948e-05 }, { "score": 2.61881685256958, "text": "concepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models; and (B) business information including data, databases, business models, market research and forecasts; and customer lists; (ii) interests currently recognized including rights of confidence in information, ideas, concepts and know-how, patent rights in inventions, copyrights in artistic, literary, dramatic, musical, and neighbouring works, design rights in designs, and trademark rights in reputations, marks and domain names; (iii) copyrightable works of authorship including, without limitation, any technical descriptions for products, user guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials; and (iv) all trademarks, trade names, business names, patents, inventions, know-how, copyrights, software, source code, object code, service marks, brand names, industrial designs and all other industrial or intellectual property and all applications therefore and all goodwill connected therewith, including, without limitation, all licenses, registered user agreements and all like rights of any kind whatsoever, that may be developed, owned or licensed by the Company or its Affiliates or otherwise relating to the business of the Company or any other business in which the Company or its Affiliates may become engaged", "probability": 8.616324114121051e-05 }, { "score": 2.542755126953125, "text": "(vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates.", "probability": 7.985255919879164e-05 }, { "score": 2.5159189701080322, "text": "(vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates.", "probability": 7.7738121976426e-05 }, { "score": 2.3181631565093994, "text": "\"Affiliate\" means any person or entity controlled by, controlling or under common control with the Company.", "probability": 6.378958635691258e-05 }, { "score": 2.287430763244629, "text": "consequence of or through: (i) his or her position as a director, officer, employee or consultant of the Company or of an Affiliate of the Company; or (ii) his or her relationship with Emerald or an Affiliate of Emerald; which information is not generally known in the industry in which the Company or its Affiliates are or may operate, but only to the extent that such information relates to the Business of the Company including, without limitation, information relating to: (iii) technologies, services and products owned, licensed or developed by or for the Company or its Affiliates; (iv) Intellectual Property of Emerald and its Affiliates; (v) existing or potential suppliers, customers and strategic contractors of the Company and its Affiliates; (vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates.", "probability": 6.18589974592372e-05 }, { "score": 1.695015549659729, "text": "(ii) interests currently recognized including rights of confidence in information, ideas, concepts and know-how, patent rights in inventions, copyrights in artistic, literary, dramatic, musical, and neighbouring works, design rights in designs, and trademark rights in reputations, marks and domain names; (iii) copyrightable works of authorship including, without limitation, any technical descriptions for products, user guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials; and (iv) all trademarks, trade names, business names, patents, inventions, know-how, copyrights, software, source code, object code, service marks, brand names, industrial designs and all other industrial or intellectual property and all applications therefore and all goodwill connected therewith, including, without limitation, all licenses, registered user agreements and all like rights of any kind whatsoever, that may be developed, owned or licensed by the Company or its Affiliates or otherwise relating to the business of the Company or any other business in which the Company or its Affiliates may become engaged.", "probability": 3.4207412041034166e-05 }, { "score": 1.5258370637893677, "text": "(iv) Intellectual Property of Emerald and its Affiliates; (v) existing or potential suppliers, customers and strategic contractors of the Company and its Affiliates; (vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates", "probability": 2.888330830792761e-05 }, { "score": 1.5126315355300903, "text": "\"Affiliate\" means any person or entity controlled by, controlling or under common control with the Company. For the purposes of this definition, the term \"control\" when used with respect to any person or entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether as an officer or director, through the ownership of voting securities, by contract or otherwise. (b) \"Board\" means the Board of Directors of Emerald in place from time to time. (c) \"Business\" or \"Business of Emerald\" includes, without limitation, managing, financing or building companies involved in the medical or recreational cannabis industries.", "probability": 2.8504396336613512e-05 }, { "score": 1.3674695491790771, "text": "(iii) copyrightable works of authorship including, without limitation, any technical descriptions for products, user guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials; and (iv) all trademarks, trade names, business names, patents, inventions, know-how, copyrights, software, source code, object code, service marks, brand names, industrial designs and all other industrial or intellectual property and all applications therefore and all goodwill connected therewith, including, without limitation, all licenses, registered user agreements and all like rights of any kind whatsoever, that may be developed, owned or licensed by the Company or its Affiliates or otherwise relating to the business of the Company or any other business in which the Company or its Affiliates may become engaged", "probability": 2.46529445188516e-05 }, { "score": 1.2579931020736694, "text": "(ii) his or her relationship with Emerald or an Affiliate of Emerald; which information is not generally known in the industry in which the Company or its Affiliates are or may operate, but only to the extent that such information relates to the Business of the Company including, without limitation, information relating to: (iii) technologies, services and products owned, licensed or developed by or for the Company or its Affiliates; (iv) Intellectual Property of Emerald and its Affiliates; (v) existing or potential suppliers, customers and strategic contractors of the Company and its Affiliates; (vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates", "probability": 2.2096514902012798e-05 }, { "score": 1.1724188327789307, "text": "(viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates.", "probability": 2.0284268402082726e-05 }, { "score": 1.0414328575134277, "text": "(vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates", "probability": 1.779397033678523e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Affiliate License-Licensee": [ { "text": "", "score": 12.164474487304688, "probability": 0.9629937688210055 }, { "score": 8.871615409851074, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 0.03577280127490156 }, { "score": 5.123775959014893, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies", "probability": 0.0008431152745389484 }, { "score": 3.642500162124634, "text": "\"Affiliate\" means any person or entity controlled by, controlling or under common control with the Company.", "probability": 0.0001916801111861887 }, { "score": 2.257399559020996, "text": "Although", "probability": 4.797726687187346e-05 }, { "score": 2.228196144104004, "text": "\"Affiliate\" means any person or entity controlled by, controlling or under common control with the Company.", "probability": 4.6596427586906155e-05 }, { "score": 1.0881848335266113, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").\n\n4.2 While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.", "probability": 1.4902255336913033e-05 }, { "score": 0.8861522674560547, "text": "The Contractor is permitted to undertake such activities and retain all of the compensation received from such activities provided that such activities do not prevent, inhibit or impair the Contractor from meeting his or her obligations to Emerald hereunder.\n\n4. Secondment\n\n4.1 Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 1.217616071452605e-05 }, { "score": 0.8571594953536987, "text": "\"Affiliate\" means any person or entity controlled by, controlling or under common control with the Company. For the purposes of this definition, the term \"control\" when used with respect to any person or entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether as an officer or director, through the ownership of voting securities, by contract or otherwise. (b) \"Board\" means the Board of Directors of Emerald in place from time to time. (c) \"Business\" or \"Business of Emerald\" includes, without limitation, managing, financing or building companies involved in the medical or recreational cannabis industries.", "probability": 1.182820848485334e-05 }, { "score": 0.4990856647491455, "text": "the \"Portfolio Companies\").", "probability": 8.26817161068085e-06 }, { "score": 0.4151148796081543, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (", "probability": 7.602237504670942e-06 }, { "score": 0.21261048316955566, "text": "Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").", "probability": 6.208617311700356e-06 }, { "score": 0.20873498916625977, "text": "Portfolio Companies\").", "probability": 6.184602417387094e-06 }, { "score": 0.20551633834838867, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries,", "probability": 6.1647283427688985e-06 }, { "score": 0.20146846771240234, "text": "Although the Contractor is being hired as an independent contractor to Emerald,", "probability": 6.13982475718208e-06 }, { "score": 0.051115989685058594, "text": "Although the Contractor is being hired as an independent contractor to", "probability": 5.282733766577646e-06 }, { "score": 0.04051613807678223, "text": "(\"Emerald", "probability": 5.227033302419619e-06 }, { "score": -0.02673208713531494, "text": "(\"Emerald\" or the \"Company\")", "probability": 4.887083213809946e-06 }, { "score": -0.03742265701293945, "text": "Although the Contractor is being hired as an independent contractor to Emerald", "probability": 4.835115784868257e-06 }, { "score": -0.14222097396850586, "text": "Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to", "probability": 4.354051360447973e-06 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.685461044311523, "probability": 0.9997445451869352 }, { "score": 3.327221393585205, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 0.0002343968032952008 }, { "score": -0.2527806758880615, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald", "probability": 6.533961038779822e-06 }, { "score": -0.6980917453765869, "text": "The", "probability": 4.185818569318289e-06 }, { "score": -1.500662088394165, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.", "probability": 1.875981403730678e-06 }, { "score": -1.964403748512268, "text": "(\"Emerald\" or the \"Company\")", "probability": 1.1798534993695377e-06 }, { "score": -2.3234477043151855, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 8.239432044309888e-07 }, { "score": -2.363772392272949, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 7.913789363489604e-07 }, { "score": -2.4485838413238525, "text": "Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 7.270283436146403e-07 }, { "score": -2.5172622203826904, "text": "Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 6.78773222848977e-07 }, { "score": -2.614199161529541, "text": "(\"Emerald", "probability": 6.160635622358915e-07 }, { "score": -2.7198386192321777, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 5.543025661542791e-07 }, { "score": -2.8024096488952637, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 5.103718901173368e-07 }, { "score": -2.890216112136841, "text": "The Contractor may", "probability": 4.674690732435842e-07 }, { "score": -2.9728612899780273, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 4.303883820950457e-07 }, { "score": -3.013185977935791, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 4.1337837147955377e-07 }, { "score": -3.1731767654418945, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 3.5226105693715786e-07 }, { "score": -3.2324411869049072, "text": "The Contractor", "probability": 3.3199108570928555e-07 }, { "score": -3.324113130569458, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason", "probability": 3.0291013416913343e-07 }, { "score": -3.3951621055603027, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 2.8213542879939793e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.072795867919922, "probability": 0.9999736404096845 }, { "score": 0.032489776611328125, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 5.901332109617082e-06 }, { "score": -0.01560366153717041, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 5.624233479925844e-06 }, { "score": -0.5662568807601929, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 3.242781500575998e-06 }, { "score": -0.5703188180923462, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 3.22963624102305e-06 }, { "score": -0.9502871036529541, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 2.2086936373990713e-06 }, { "score": -1.1438713073730469, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 1.8199645497389132e-06 }, { "score": -2.1068713665008545, "text": "The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 6.947640160037613e-07 }, { "score": -2.213850975036621, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 6.24276034821873e-07 }, { "score": -2.2179129123687744, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 6.217454077941312e-07 }, { "score": -2.9264559745788574, "text": "(\"Emerald", "probability": 3.061231997568928e-07 }, { "score": -2.94746470451355, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 2.997590258084931e-07 }, { "score": -2.9578821659088135, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 2.9665250684408616e-07 }, { "score": -3.0059757232666016, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 2.8272307523306156e-07 }, { "score": -3.1332547664642334, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.", "probability": 2.4893425927372096e-07 }, { "score": -3.1813483238220215, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.", "probability": 2.3724545617853318e-07 }, { "score": -3.2675185203552246, "text": "(\"Emerald\" or the \"Company\")", "probability": 2.176580141805643e-07 }, { "score": -3.4853270053863525, "text": "The", "probability": 1.7505786977751394e-07 }, { "score": -3.5253500938415527, "text": "Emerald", "probability": 1.6818986923364774e-07 }, { "score": -3.576395034790039, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The", "probability": 1.5982006270577252e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Source Code Escrow": [ { "text": "", "score": 12.208576202392578, "probability": 0.9999504995120074 }, { "score": 1.2761366367340088, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 1.7868180237259192e-05 }, { "score": 0.8877683877944946, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 1.2117530934994445e-05 }, { "score": 0.22705042362213135, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 6.2584670659489595e-06 }, { "score": -0.4840362071990967, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 3.0735973371179062e-06 }, { "score": -0.6308236122131348, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 2.653982233481121e-06 }, { "score": -1.1647534370422363, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 1.5560202142207826e-06 }, { "score": -1.348090648651123, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 1.2953671975720196e-06 }, { "score": -2.0198800563812256, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 6.61665457145237e-07 }, { "score": -2.163639545440674, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 5.730658246832319e-07 }, { "score": -2.3469769954681396, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 4.77069955502188e-07 }, { "score": -2.3909964561462402, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 4.5652509753489334e-07 }, { "score": -2.4294276237487793, "text": "The", "probability": 4.393131607949187e-07 }, { "score": -2.4826323986053467, "text": "The", "probability": 4.165505131125985e-07 }, { "score": -2.681990146636963, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control. Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.", "probability": 3.412618210039038e-07 }, { "score": -2.6923744678497314, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 3.3773638494729477e-07 }, { "score": -2.8425354957580566, "text": "The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 2.9064559463251225e-07 }, { "score": -2.8877127170562744, "text": "(\"Emerald\" or the \"Company\")", "probability": 2.778072188557284e-07 }, { "score": -3.197467803955078, "text": "Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 2.0380676792253235e-07 }, { "score": -3.206892490386963, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date", "probability": 2.018949762120389e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Post-Termination Services": [ { "text": "", "score": 12.319091796875, "probability": 0.40404808627757766 }, { "score": 11.6696138381958, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 0.21104174080639715 }, { "score": 11.438623428344727, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 0.16751376513306934 }, { "score": 10.975431442260742, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control. Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.", "probability": 0.10541169009807753 }, { "score": 9.42341136932373, "text": "Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.", "probability": 0.022328267324304645 }, { "score": 9.3635835647583, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control", "probability": 0.02103159149466654 }, { "score": 9.245308876037598, "text": "All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 0.018685558924223158 }, { "score": 9.05060863494873, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control. Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.", "probability": 0.015379735009711647 }, { "score": 8.551126480102539, "text": "All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control. Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.", "probability": 0.00933311267763137 }, { "score": 8.327266693115234, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control", "probability": 0.007461144290185966 }, { "score": 7.593489646911621, "text": "The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 0.003582037406003427 }, { "score": 7.5650224685668945, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.003481504639481893 }, { "score": 6.939279079437256, "text": "All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control", "probability": 0.001862130344608771 }, { "score": 6.899306774139404, "text": "The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control. Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.", "probability": 0.0017891647191230389 }, { "score": 6.809110641479492, "text": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control. Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone", "probability": 0.0016348527529277566 }, { "score": 6.708932876586914, "text": "All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement.", "probability": 0.0014790130038703226 }, { "score": 6.676825046539307, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 0.0014322793781485165 }, { "score": 6.297643661499023, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 0.0009802827396728404 }, { "score": 6.105162143707275, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean:", "probability": 0.000808644607589115 }, { "score": 5.98264217376709, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control. Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.", "probability": 0.0007153983727294329 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Audit Rights": [ { "text": "", "score": 12.227741241455078, "probability": 0.9988457440316415 }, { "score": 5.174911022186279, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 0.0008639590881983436 }, { "score": 3.9786038398742676, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 0.0002611821962604593 }, { "score": -0.27259373664855957, "text": "(\"Emerald", "probability": 3.7211049629323557e-06 }, { "score": -0.37484145164489746, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date", "probability": 3.3594354607662174e-06 }, { "score": -0.4661080241203308, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 3.0664065457585416e-06 }, { "score": -0.5732638835906982, "text": "The", "probability": 2.754815607626038e-06 }, { "score": -0.6434524059295654, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date", "probability": 2.568088859774034e-06 }, { "score": -0.6460769176483154, "text": "The", "probability": 2.5613577173116124e-06 }, { "score": -0.717947244644165, "text": "Emerald", "probability": 2.3837315767771065e-06 }, { "score": -0.7435481548309326, "text": "(\"Emerald\" or the \"Company\")", "probability": 2.3234804118170663e-06 }, { "score": -1.188901662826538, "text": "Emerald\" or the \"Company\")", "probability": 1.488416392669249e-06 }, { "score": -1.7689934968948364, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald", "probability": 8.332853795243632e-07 }, { "score": -1.8741050958633423, "text": "Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 7.501435415814744e-07 }, { "score": -1.9901435375213623, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 6.679585597668463e-07 }, { "score": -1.99153733253479, "text": "The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date.", "probability": 6.670282109654399e-07 }, { "score": -2.0630667209625244, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "probability": 6.20982531491166e-07 }, { "score": -2.23994779586792, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald\" or the \"Company\")", "probability": 5.203084854818098e-07 }, { "score": -2.4354970455169678, "text": "Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 4.2789277022706067e-07 }, { "score": -2.5022881031036377, "text": "The Company may terminate all access of the Contractor to the Company's premises and property as of that date.\n\n\n\n\n\n5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control. Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.", "probability": 4.0024688521700505e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Uncapped Liability": [ { "text": "", "score": 12.327346801757812, "probability": 0.981175475650266 }, { "score": 7.865302085876465, "text": "\"Cause\" includes, without limitation, the following:", "probability": 0.011321534294219443 }, { "score": 6.446609973907471, "text": "The Contractor will hold Emerald harmless from any and all claims and damages of any kind whatsoever that Emerald may suffer as a result of the Contractor breaching any of his or her obligations to such Prior Business in any regard.", "probability": 0.002740155005033933 }, { "score": 6.055591106414795, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement;", "probability": 0.0018533515014509292 }, { "score": 5.18611478805542, "text": "(iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations.", "probability": 0.0007768712095159149 }, { "score": 5.094903469085693, "text": "\"Cause\" includes, without limitation, the following", "probability": 0.0007091473012638247 }, { "score": 4.2028398513793945, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor;", "probability": 0.0002906150811649266 }, { "score": 4.199722766876221, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days", "probability": 0.00028971061977266195 }, { "score": 3.9551239013671875, "text": "(d) \"Cause\" includes, without limitation, the following:", "probability": 0.0002268487955004837 }, { "score": 3.7643656730651855, "text": "The Contractor will hold Emerald harmless from any and all claims and damages of any kind whatsoever that Emerald may suffer as a result of the Contractor breaching any of his or her obligations to such Prior Business in any regard", "probability": 0.00018745249777628596 }, { "score": 3.189112901687622, "text": "(iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being:", "probability": 0.00010545377410380933 }, { "score": 2.865769147872925, "text": "(i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement;", "probability": 7.631953565433119e-05 }, { "score": 2.793086290359497, "text": "or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations.", "probability": 7.096920747373629e-05 }, { "score": 2.1539249420166016, "text": "(iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations. For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 3.7452922229207036e-05 }, { "score": 2.1454131603240967, "text": "(d) \"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement;", "probability": 3.7135484030312714e-05 }, { "score": 1.9404582977294922, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor", "probability": 3.0253687951092204e-05 }, { "score": 1.5478515625, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days", "probability": 2.043014196295097e-05 }, { "score": 1.4307160377502441, "text": "\"", "probability": 1.8171888876886324e-05 }, { "score": 1.389407992362976, "text": "(ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations.", "probability": 1.7436536218279405e-05 }, { "score": 1.2531131505966187, "text": "Cause\" includes, without limitation, the following:", "probability": 1.5214865535026843e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Cap On Liability": [ { "text": "", "score": 12.173636436462402, "probability": 0.9906503206226838 }, { "score": 6.4814934730529785, "text": "\"Cause\" includes, without limitation, the following:", "probability": 0.003340827910207006 }, { "score": 6.436501979827881, "text": "\"Cause\" includes, without limitation, the following:", "probability": 0.0031938502386451256 }, { "score": 5.081828594207764, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement;", "probability": 0.0008241141515231721 }, { "score": 4.691639423370361, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being:", "probability": 0.0005578666095838653 }, { "score": 4.113088130950928, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement;", "probability": 0.000312801433186733 }, { "score": 4.097333908081055, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 0.00030791210460574456 }, { "score": 3.921078681945801, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor;", "probability": 0.0002581547319661424 }, { "score": 3.6891252994537354, "text": "\"Cause\" includes, without limitation, the following", "probability": 0.00020471233688238135 }, { "score": 2.4017269611358643, "text": "The Contractor will hold Emerald harmless from any and all claims and damages of any kind whatsoever that Emerald may suffer as a result of the Contractor breaching any of his or her obligations to such Prior Business in any regard.", "probability": 5.6498123241981175e-05 }, { "score": 2.2792229652404785, "text": "(d) \"Cause\" includes, without limitation, the following:", "probability": 4.998402351907743e-05 }, { "score": 2.2410545349121094, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 4.8112162049893425e-05 }, { "score": 2.150035858154297, "text": "(d) \"Cause\" includes, without limitation, the following:", "probability": 4.392643565014673e-05 }, { "score": 1.8369238376617432, "text": "The Contractor will hold Emerald harmless from any and all claims and damages of any kind whatsoever that Emerald may suffer as a result of the Contractor breaching any of his or her obligations to such Prior Business in any regard.", "probability": 3.211760419726773e-05 }, { "score": 1.5601112842559814, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor", "probability": 2.4351458468326323e-05 }, { "score": 1.517092227935791, "text": "(i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement;", "probability": 2.3326094917785105e-05 }, { "score": 1.4554550647735596, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement", "probability": 2.193175363353657e-05 }, { "score": 1.289762258529663, "text": "\"Cause\" includes, without limitation, the following", "probability": 1.8582917003803982e-05 }, { "score": 1.1269030570983887, "text": "(i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being:", "probability": 1.5790105609235275e-05 }, { "score": 1.0634419918060303, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being:", "probability": 1.4819182424594599e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Liquidated Damages": [ { "text": "", "score": 12.128156661987305, "probability": 0.7281607667322704 }, { "score": 10.990556716918945, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.", "probability": 0.2334392593887744 }, { "score": 8.108588218688965, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.013078287520408918 }, { "score": 7.471693515777588, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000.", "probability": 0.006917529595558859 }, { "score": 7.200397491455078, "text": "(ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.005273860761786361 }, { "score": 7.155852794647217, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any", "probability": 0.005044093677015263 }, { "score": 7.038376331329346, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean:", "probability": 0.004485013594375403 }, { "score": 5.714024543762207, "text": "(iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.0011929028888603575 }, { "score": 5.019074440002441, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months;", "probability": 0.0005953770570934043 }, { "score": 4.850281715393066, "text": "or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.0005029054547092884 }, { "score": 4.110883712768555, "text": "(ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months;", "probability": 0.00024008767929079508 }, { "score": 3.8085851669311523, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months;", "probability": 0.00017745297445487192 }, { "score": 3.6664650440216064, "text": "Fee. The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.", "probability": 0.0001539434794143367 }, { "score": 3.6582260131835938, "text": "The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination.", "probability": 0.0001526803449871738 }, { "score": 3.384464979171753, "text": "\"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company", "probability": 0.00011611550789762155 }, { "score": 3.371753215789795, "text": "(g) \"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 0.00011464881690073685 }, { "score": 3.284756898880005, "text": "The Company will pay to the Contractor an annual fee (the \"Fee\")", "probability": 0.00010509633157290163 }, { "score": 3.2148096561431885, "text": "The", "probability": 9.799633993568126e-05 }, { "score": 3.0048184394836426, "text": "Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.", "probability": 7.943498701607317e-05 }, { "score": 2.9141123294830322, "text": "For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company.", "probability": 7.254686767694744e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Warranty Duration": [ { "text": "", "score": 11.704498291015625, "probability": 0.9998429072061571 }, { "score": 1.6572686433792114, "text": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "probability": 4.3298751687013914e-05 }, { "score": 1.49308443069458, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 3.674270095668393e-05 }, { "score": 1.2341023683547974, "text": "\"Cause\" includes, without limitation, the following:", "probability": 2.835937122338112e-05 }, { "score": 0.39745938777923584, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being:", "probability": 1.2284208178897499e-05 }, { "score": -0.36746275424957275, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 5.716703954438488e-06 }, { "score": -0.5911062955856323, "text": "for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 4.571077099155038e-06 }, { "score": -0.6245737075805664, "text": "(\"Emerald", "probability": 4.4206266154105325e-06 }, { "score": -0.9888851046562195, "text": "(i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 3.0708980927041457e-06 }, { "score": -1.2723815441131592, "text": "180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 2.3128340122436014e-06 }, { "score": -1.308908224105835, "text": "(\"Emerald\" or the \"Company\")", "probability": 2.229878138817321e-06 }, { "score": -1.3656680583953857, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 2.106835594248375e-06 }, { "score": -1.377448320388794, "text": "Emerald", "probability": 2.0821621342195486e-06 }, { "score": -1.4630879163742065, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being:", "probability": 1.9112686676122182e-06 }, { "score": -1.586181402206421, "text": "(iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 1.6899074423721166e-06 }, { "score": -1.6192307472229004, "text": "the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement;", "probability": 1.6349699330226625e-06 }, { "score": -1.6867314577102661, "text": "for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being:", "probability": 1.5282506329668603e-06 }, { "score": -2.0569748878479004, "text": "\"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement", "probability": 1.0553582407348132e-06 }, { "score": -2.0617828369140625, "text": "Emerald\" or the \"Company\")", "probability": 1.050296310569131e-06 }, { "score": -2.084510326385498, "text": "(i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being:", "probability": 1.0266949282235223e-06 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Insurance": [ { "text": "", "score": 12.209186553955078, "probability": 0.9999786984499586 }, { "score": 0.04733836650848389, "text": "(\"Emerald", "probability": 5.225973356050771e-06 }, { "score": -0.04670000076293945, "text": "Emerald", "probability": 4.756930947980464e-06 }, { "score": -1.2944324016571045, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 1.3659775150417536e-06 }, { "score": -1.3902721405029297, "text": "(\"Emerald\" or the \"Company\")", "probability": 1.2411403098152792e-06 }, { "score": -1.4192709922790527, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 1.2056655160408835e-06 }, { "score": -1.484310507774353, "text": "Emerald\" or the \"Company\")", "probability": 1.1297452834715534e-06 }, { "score": -1.6356878280639648, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 9.710424189247317e-07 }, { "score": -1.7297261953353882, "text": "Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 8.838892622819547e-07 }, { "score": -1.818465232849121, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald", "probability": 8.088332267195046e-07 }, { "score": -1.9270403385162354, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 7.256136006993079e-07 }, { "score": -2.017094135284424, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 6.631252231825408e-07 }, { "score": -2.246910333633423, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 5.269721219312772e-07 }, { "score": -2.280580759048462, "text": "\"Cause\" includes, without limitation, the following:", "probability": 5.095241353334994e-07 }, { "score": -2.884697675704956, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 2.7848391601503977e-07 }, { "score": -3.1239941120147705, "text": "(\"Emerald\" or the \"Company", "probability": 2.1921738634585316e-07 }, { "score": -3.145601272583008, "text": "(d) \"Cause\" includes, without limitation, the following:", "probability": 2.145315274382257e-07 }, { "score": -3.2180323600769043, "text": "Emerald\" or the \"Company", "probability": 1.9954217572661067e-07 }, { "score": -3.256075620651245, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald\" or the \"Company\")", "probability": 1.9209352456964193e-07 }, { "score": -3.3032143115997314, "text": "(\"Emerald\"", "probability": 1.832485942667728e-07 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Covenant Not To Sue": [ { "text": "", "score": 12.149423599243164, "probability": 0.9211864992621699 }, { "score": 8.889660835266113, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 0.035371264324861595 }, { "score": 8.050639152526855, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.01528509339440184 }, { "score": 7.853638648986816, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.012551969204371316 }, { "score": 7.590860366821289, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.009651364263536678 }, { "score": 6.133904457092285, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.002248230292549045 }, { "score": 5.170010089874268, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 0.0008574855107847734 }, { "score": 5.103001594543457, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 0.0008019095223861248 }, { "score": 5.064380168914795, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald", "probability": 0.0007715290776813919 }, { "score": 4.84022331237793, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 0.0006165981433615902 }, { "score": 3.7751214504241943, "text": "concepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models; and (B) business information including data, databases, business models, market research and forecasts; and customer lists; (ii) interests currently recognized including rights of confidence in information, ideas, concepts and know-how, patent rights in inventions, copyrights in artistic, literary, dramatic, musical, and neighbouring works, design rights in designs, and trademark rights in reputations, marks and domain names; (iii) copyrightable works of authorship including, without limitation, any technical descriptions for products, user guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials; and (iv) all trademarks, trade names, business names, patents, inventions, know-how, copyrights, software, source code, object code, service marks, brand names, industrial designs and all other industrial or intellectual property and all applications therefore and all goodwill connected therewith, including, without limitation, all licenses, registered user agreements and all like rights of any kind whatsoever, that may be developed, owned or licensed by the Company or its Affiliates or otherwise relating to the business of the Company or any other business in which the Company or its Affiliates may become engaged.", "probability": 0.00021253690468747577 }, { "score": 3.0131020545959473, "text": "The", "probability": 9.919585672912021e-05 }, { "score": 2.59515380859375, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 6.531018526241366e-05 }, { "score": 2.4193735122680664, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor", "probability": 5.478233041334883e-05 }, { "score": 2.0999627113342285, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald.", "probability": 3.9803581803874546e-05 }, { "score": 2.0824930667877197, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice", "probability": 3.911426596031535e-05 }, { "score": 2.072598695755005, "text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement.", "probability": 3.8729163216693045e-05 }, { "score": 2.0611300468444824, "text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.", "probability": 3.828752935368456e-05 }, { "score": 2.058237314224243, "text": "Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "probability": 3.8176933807368075e-05 }, { "score": 1.8854925632476807, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice", "probability": 3.212025266167374e-05 } ], "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Third Party Beneficiary": [ { "text": "", "score": 11.938716888427734, "probability": 0.9997385256132212 }, { "score": 2.0340399742126465, "text": "Emerald", "probability": 4.9927509087364446e-05 }, { "score": 1.8104404211044312, "text": "(\"Emerald", "probability": 3.992379779501245e-05 }, { "score": 1.6974049806594849, "text": "Emerald\" or the \"Company\")", "probability": 3.565670264315357e-05 }, { "score": 1.528169870376587, "text": "Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 3.0105323944173414e-05 }, { "score": 1.473805546760559, "text": "(\"Emerald\" or the \"Company\")", "probability": 2.85123608624595e-05 }, { "score": 1.3045704364776611, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor", "probability": 2.4073282063346673e-05 }, { "score": 0.40234553813934326, "text": "Contractor", "probability": 9.765714187145415e-06 }, { "score": 0.15292716026306152, "text": "Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor\")", "probability": 7.609970696601095e-06 }, { "score": 0.059295654296875, "text": "(the \"Contractor", "probability": 6.929778257784912e-06 }, { "score": -0.07067227363586426, "text": "(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor\")", "probability": 6.085201787324958e-06 }, { "score": -0.5536133646965027, "text": "While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.\n\n5. Term and Termination\n\n5.1 Term. The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 3.754363622911598e-06 }, { "score": -0.6626619696617126, "text": "The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor.", "probability": 3.3664884269842e-06 }, { "score": -0.6731976866722107, "text": "While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.", "probability": 3.3312062455016778e-06 }, { "score": -0.9728971719741821, "text": "Contractor\")", "probability": 2.4685600106270064e-06 }, { "score": -1.046635389328003, "text": "The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company.", "probability": 2.29308201693037e-06 }, { "score": -1.0547327995300293, "text": "Emerald\"", "probability": 2.274588965171389e-06 }, { "score": -1.2744497060775757, "text": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald", "probability": 1.8259172342424602e-06 }, { "score": -1.278332233428955, "text": "(\"Emerald\"", "probability": 1.8188418048012505e-06 }, { "score": -1.3159470558166504, "text": "(the \"Contractor\")", "probability": 1.751697127507342e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Document Name": [ { "score": 14.449853897094727, "text": "CO-BRANDING AGREEMENT", "probability": 0.3862215755901308 }, { "score": 14.435585021972656, "text": "CO-BRANDING AGREEMENT", "probability": 0.3807497593285805 }, { "score": 13.5914306640625, "text": "CO-BRANDING AGREEMENT", "probability": 0.1636922272812049 }, { "score": 11.787101745605469, "text": "PCQUOTE\n\n- ---------------------------------------------------------------------------- CO-BRANDING AGREEMENT", "probability": 0.02694126384774461 }, { "score": 10.771625518798828, "text": "CO-BRANDING AGREEMENT\n\nThis agreement is made effective Oct. 11, 1996 by and between PC QUOTE, INC.", "probability": 0.009758930909878158 }, { "score": 10.757237434387207, "text": "CO-BRANDING AGREEMENT\n\nThis agreement is made effective Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc.", "probability": 0.009619523893102049 }, { "text": "", "score": 10.620002746582031, "probability": 0.008385970108471563 }, { "score": 10.473114013671875, "text": "SCHEDULE A TO THE CO-BRANDING AGREEMENT", "probability": 0.0072403630587462315 }, { "score": 8.933110237121582, "text": "PCQUOTE\n\n- ---------------------------------------------------------------------------- CO-BRANDING AGREEMENT", "probability": 0.0015521911453262264 }, { "score": 8.91273021697998, "text": "CO-BRANDING AGREEMENT\n\nThis agreement", "probability": 0.0015208776274030181 }, { "score": 8.406949043273926, "text": "BRANDING AGREEMENT", "probability": 0.0009171414010251945 }, { "score": 8.399349212646484, "text": "---------------------------------------------------------------------------- CO-BRANDING AGREEMENT", "probability": 0.0009101977006103517 }, { "score": 7.926631927490234, "text": "BRANDING AGREEMENT", "probability": 0.0005673319284539495 }, { "score": 7.610724449157715, "text": "CO-BRANDING AGREEMENT\n\nThis agreement", "probability": 0.00041365697428374893 }, { "score": 7.4050822257995605, "text": "BRANDING AGREEMENT", "probability": 0.00033676819414952283 }, { "score": 7.228043556213379, "text": "THE CO-BRANDING AGREEMENT", "probability": 0.0002821266751960645 }, { "score": 7.0745463371276855, "text": "PCQUOTE", "probability": 0.0002419809378438553 }, { "score": 7.042819976806641, "text": "CO-BRANDING AGRE", "probability": 0.00023442427004557683 }, { "score": 7.040436267852783, "text": "CO-BRANDING AGREEMENT BETWEEN PC QUOTE, INC. AND A.B. WATLEY, INC. DATED OCTOBER 11, 1996\n\nSCHEDULE OF SERVICES AND FEES\n\n[***]", "probability": 0.00023386613629255946 }, { "score": 6.777660369873047, "text": "---------------------------------------------------------------------------- CO-BRANDING AGREEMENT", "probability": 0.00017982299151088774 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Parties": [ { "score": 12.609277725219727, "text": "AB Wately, Inc. (hereinafter referred to as \"ABW", "probability": 0.16110761396813314 }, { "score": 12.318025588989258, "text": "PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc. (hereinafter referred to as \"ABW", "probability": 0.12040010623293201 }, { "score": 12.209075927734375, "text": "PC QUOTE, INC. (hereinafter referred to as \"PCQ", "probability": 0.1079718725608642 }, { "score": 11.92447280883789, "text": "PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc. (hereinafter referred to as \"ABW", "probability": 0.08122861893874628 }, { "score": 11.815523147583008, "text": "PCQ", "probability": 0.07284384014895844 }, { "score": 11.744054794311523, "text": "ABW", "probability": 0.06781949025543085 }, { "text": "", "score": 11.651597023010254, "probability": 0.06183019573295462 }, { "score": 11.243576049804688, "text": "AB Wately, Inc.", "probability": 0.04111491191532759 }, { "score": 11.060869216918945, "text": "PC QUOTE, INC.", "probability": 0.034249228644883015 }, { "score": 10.988530158996582, "text": "PC QUOTE, INC. (hereinafter referred to as \"PCQ", "probability": 0.03185916147919046 }, { "score": 10.952400207519531, "text": "PC QUOTE, INC.", "probability": 0.030728637388121722 }, { "score": 10.952323913574219, "text": "PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc.", "probability": 0.030726293068571137 }, { "score": 10.922730445861816, "text": "PCQUOTE\n\n- ---------------------------------------------------------------------------- CO-BRANDING AGREEMENT\n\nThis agreement is made effective Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc. (hereinafter referred to as \"ABW", "probability": 0.029830318393801743 }, { "score": 10.813780784606934, "text": "PCQUOTE\n\n- ---------------------------------------------------------------------------- CO-BRANDING AGREEMENT\n\nThis agreement is made effective Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ", "probability": 0.02675110045031337 }, { "score": 10.558772087097168, "text": "PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc.", "probability": 0.020729688780107263 }, { "score": 10.428327560424805, "text": "AB Wately, Inc. (hereinafter referred to as \"ABW\") with its principal place of business at 33 West 17th Street, New York, NY 10011. This agreement shall apply to said ABW", "probability": 0.0181945552391973 }, { "score": 10.364278793334961, "text": "PC QUOTE, INC. (hereinafter referred to as \"PCQ\"),", "probability": 0.017065751511274426 }, { "score": 10.348274230957031, "text": "AB Wately, Inc. (hereinafter referred to as \"ABW\")", "probability": 0.016794795675140018 }, { "score": 10.245635986328125, "text": "PCQ", "probability": 0.015156520153602991 }, { "score": 10.137076377868652, "text": "PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc. (hereinafter referred to as \"ABW\") with its principal place of business at 33 West 17th Street, New York, NY 10011. This agreement shall apply to said ABW", "probability": 0.013597299462449506 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Agreement Date": [ { "score": 15.212457656860352, "text": "Oct. 11, 1996", "probability": 0.46601888212880554 }, { "score": 15.097329139709473, "text": "Oct. 11, 1996", "probability": 0.4153400721980389 }, { "score": 12.478682518005371, "text": "10-11-96 ----------------------------\n\nA.B. WATLEY, INC.\n\nBy: /s/ Steven Malin ------------------------------ Name: Steven Malin ---------------------------- Title: Director --------------------------- Date: 10-11-96 ----------------------------\n\nSCHEDULE A TO THE CO-BRANDING AGREEMENT BETWEEN PC QUOTE, INC. AND A.B. WATLEY, INC. DATED OCTOBER 11, 1996", "probability": 0.030278897388114304 }, { "score": 12.452249526977539, "text": "OCTOBER 11, 1996", "probability": 0.029489020953691998 }, { "score": 12.02621078491211, "text": "10-11-96 ----------------------------\n\nSCHEDULE A TO THE CO-BRANDING AGREEMENT BETWEEN PC QUOTE, INC. AND A.B. WATLEY, INC. DATED OCTOBER 11, 1996", "probability": 0.01925901534950892 }, { "score": 11.095342636108398, "text": "10-11-96 ----------------------------\n\nA.B. WATLEY, INC.\n\nBy: /s/ Steven Malin ------------------------------ Name: Steven Malin ---------------------------- Title: Director --------------------------- Date: 10-11-96", "probability": 0.007592122010758822 }, { "score": 10.981362342834473, "text": "10-11-96", "probability": 0.006774264763394151 }, { "text": "", "score": 10.907050132751465, "probability": 0.00628910410408867 }, { "score": 10.642870903015137, "text": "10-11-96", "probability": 0.004828999962130215 }, { "score": 10.021956443786621, "text": "This agreement is made effective Oct. 11, 1996", "probability": 0.002595359233073992 }, { "score": 10.006298065185547, "text": "Oct. 11, 1996 by and between PC QUOTE, INC.", "probability": 0.002555036632738602 }, { "score": 10.000732421875, "text": "Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc.", "probability": 0.002540855709781022 }, { "score": 9.852462768554688, "text": "DATED OCTOBER 11, 1996", "probability": 0.0021907222075221123 }, { "score": 9.283172607421875, "text": "effective Oct. 11, 1996", "probability": 0.00123978887553565 }, { "score": 9.064567565917969, "text": "This agreement is made effective Oct. 11, 1996", "probability": 0.0009963427659828706 }, { "score": 9.031893730163574, "text": ". 11, 1996", "probability": 0.0009643145182855866 }, { "score": 8.006235122680664, "text": ". 11, 1996", "probability": 0.0003457648423813871 }, { "score": 7.888209342956543, "text": "11, 1996", "probability": 0.0003072719290695861 }, { "score": 7.708229064941406, "text": "11, 1996", "probability": 0.00025666015095240013 }, { "score": 7.084131240844727, "text": ", 1996", "probability": 0.00013750427614521375 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Effective Date": [ { "score": 15.275683403015137, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.", "probability": 0.2653133463518871 }, { "score": 14.819822311401367, "text": "Oct. 11, 1996", "probability": 0.1681826304400201 }, { "score": 14.791767120361328, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.", "probability": 0.16352980770867936 }, { "score": 14.602153778076172, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement. Neither PCQ nor ABW shall terminate or alter this Agreement except as stated herein.\n\n B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.13528476694401742 }, { "score": 14.558277130126953, "text": "Oct. 11, 1996", "probability": 0.12947726341386298 }, { "score": 14.222090721130371, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.09251019777285152 }, { "score": 12.285469055175781, "text": "OCTOBER 11, 1996", "probability": 0.013339068609605828 }, { "score": 12.229403495788574, "text": "This agreement is made effective Oct. 11, 1996", "probability": 0.012611784558738619 }, { "text": "", "score": 11.500528335571289, "probability": 0.006084572681495761 }, { "score": 10.821708679199219, "text": "DATED OCTOBER 11, 1996", "probability": 0.0030861885256796714 }, { "score": 10.688974380493164, "text": "This agreement is made effective Oct. 11, 1996", "probability": 0.0027025683024057123 }, { "score": 10.45642375946045, "text": "10-11-96 ----------------------------\n\nSCHEDULE A TO THE CO-BRANDING AGREEMENT BETWEEN PC QUOTE, INC. AND A.B. WATLEY, INC. DATED OCTOBER 11, 1996", "probability": 0.002141811407214651 }, { "score": 10.183489799499512, "text": "Oct. 11, 1996 by and between PC QUOTE, INC.", "probability": 0.0016302248710517533 }, { "score": 10.182007789611816, "text": "Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc.", "probability": 0.001627810651064507 }, { "score": 9.556814193725586, "text": "10-11-96 ----------------------------\n\nA.B. WATLEY, INC.\n\nBy: /s/ Steven Malin ------------------------------ Name: Steven Malin ---------------------------- Title: Director --------------------------- Date: 10-11-96 ----------------------------\n\nSCHEDULE A TO THE CO-BRANDING AGREEMENT BETWEEN PC QUOTE, INC. AND A.B. WATLEY, INC. DATED OCTOBER 11, 1996", "probability": 0.0008711355898548119 }, { "score": 8.815939903259277, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement. Neither PCQ nor ABW shall terminate or alter this Agreement except as stated herein.\n\n B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.0004152676888857817 }, { "score": 8.808886528015137, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement", "probability": 0.0004123489556104142 }, { "score": 8.435876846313477, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.0002839676402251251 }, { "score": 8.346111297607422, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement", "probability": 0.0002595877355562407 }, { "score": 8.249364852905273, "text": "[***] The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.", "probability": 0.0002356501512925337 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Expiration Date": [ { "score": 12.991924285888672, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.", "probability": 0.586388099372005 }, { "score": 12.138049125671387, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.24966167361146632 }, { "text": "", "score": 11.486547470092773, "probability": 0.13013925119191116 }, { "score": 8.914972305297852, "text": "Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.009944601840837742 }, { "score": 8.897360801696777, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement. Neither PCQ nor ABW shall terminate or alter this Agreement except as stated herein.\n\n B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.009770995669751042 }, { "score": 8.813119888305664, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.008981594774820918 }, { "score": 7.311697959899902, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement", "probability": 0.002001217069027524 }, { "score": 5.943190097808838, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later", "probability": 0.0005092825379262781 }, { "score": 5.719132423400879, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.", "probability": 0.0004070537629727152 }, { "score": 5.574179172515869, "text": "Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later", "probability": 0.00035212704070875433 }, { "score": 5.5724310874938965, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement. Neither PCQ nor ABW shall terminate or alter this Agreement except as stated herein.\n\n B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.0003515120304048225 }, { "score": 5.534394264221191, "text": "A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.00033839271959284323 }, { "score": 5.2878289222717285, "text": "[***] The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.", "probability": 0.00026444724281467864 }, { "score": 4.922505855560303, "text": "A. [***] The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement. Neither PCQ nor ABW shall terminate or alter this Agreement except as stated herein.\n\n B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.0001835190918082233 }, { "score": 4.862494468688965, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs", "probability": 0.00017282980389863133 }, { "score": 4.538670539855957, "text": "D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:\n\n \"PC Quote is not subject to liability for truth, accuracy, or completeness of the market data information nor is PC Quote liable for errors, mistakes or omissions in the data or for any delays or interruptions in the end user's receipt of the data. PC Quote does not warrant that the data provided may be relied upon for trading purposes.\"\n\n 2. Term\n\n A. [***] The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.", "probability": 0.00012502120825240052 }, { "score": 4.437146186828613, "text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement. Neither PCQ nor ABW shall terminate or alter this Agreement except as stated herein.", "probability": 0.00011295155792879507 }, { "score": 4.428680419921875, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A,", "probability": 0.00011199937254423348 }, { "score": 4.2667036056518555, "text": "[***] The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement. Neither PCQ nor ABW shall terminate or alter this Agreement except as stated herein.\n\n B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 9.52510897347129e-05 }, { "score": 4.189556121826172, "text": "A. [***] The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.", "probability": 8.817901159329861e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Renewal Term": [ { "text": "", "score": 11.375240325927734, "probability": 0.9967517968865409 }, { "score": 5.565118312835693, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.002987329295110904 }, { "score": 2.1033565998077393, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 9.372578534807192e-05 }, { "score": 1.4801874160766602, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 5.025972990453718e-05 }, { "score": 1.3909004926681519, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 4.596670061750803e-05 }, { "score": 0.3919048309326172, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 1.6927196232215274e-05 }, { "score": 0.14194345474243164, "text": "Said", "probability": 1.3183422865036653e-05 }, { "score": -0.04717683792114258, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 1.0911746877680576e-05 }, { "score": -0.11939620971679688, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs", "probability": 1.0151490401992235e-05 }, { "score": -0.8958034515380859, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 4.670253208850884e-06 }, { "score": -1.1446890830993652, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later", "probability": 3.641252292782361e-06 }, { "score": -1.5338280200958252, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 2.4674586194796896e-06 }, { "score": -1.641622543334961, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.\n\n B. The charges for the services set forth in this Agreement shall be invoiced monthly. ABW agrees to pay said charges within thirty (30) days of the monthly invoice date.", "probability": 2.2153140986975574e-06 }, { "score": -2.2859039306640625, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A,", "probability": 1.163127864758612e-06 }, { "score": -2.40114688873291, "text": "Upon", "probability": 1.0365209379603837e-06 }, { "score": -2.403632164001465, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.\n\n B. The charges for the services set forth in this Agreement shall be invoiced monthly.", "probability": 1.0339480965417883e-06 }, { "score": -2.4943623542785645, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.\n\n B. The charges for the services set forth in this Agreement shall be invoiced monthly. ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes.", "probability": 9.442676625226347e-07 }, { "score": -2.5619044303894043, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning", "probability": 8.825960228518378e-07 }, { "score": -2.578157901763916, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.\n\n B. The charges for the services set forth in this Agreement shall be invoiced monthly. ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order.", "probability": 8.683667246556979e-07 }, { "score": -2.62982439994812, "text": "Said", "probability": 8.246405719950128e-07 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.676630020141602, "probability": 0.8196622346868855 }, { "score": 10.023784637451172, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.15696878497913 }, { "score": 7.175957679748535, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.00909950490582107 }, { "score": 6.600151062011719, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.0051162072259125346 }, { "score": 6.537853240966797, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.004807203717263534 }, { "score": 5.755424499511719, "text": "specified in the Termination Notice.", "probability": 0.0021983054770015158 }, { "score": 4.071257591247559, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.00040800327305686346 }, { "score": 4.04283332824707, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.0003965693509384859 }, { "score": 4.034854412078857, "text": "B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.00039341774724335944 }, { "score": 3.9542951583862305, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs", "probability": 0.0003629673058605837 }, { "score": 3.1981067657470703, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 0.00017039586898740552 }, { "score": 2.8304760456085205, "text": "Said", "probability": 0.00011797746727457175 }, { "score": 2.3665876388549805, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.", "probability": 7.41882101118833e-05 }, { "score": 1.7611514329910278, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "probability": 4.0494616457987415e-05 }, { "score": 1.7251152992248535, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 3.906132724615382e-05 }, { "score": 1.5883032083511353, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 3.4066715197129596e-05 }, { "score": 1.5547199249267578, "text": "[***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 3.294164063402213e-05 }, { "score": 1.4943147897720337, "text": "Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 3.1010702756033904e-05 }, { "score": 1.3116602897644043, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later", "probability": 2.5833649726329838e-05 }, { "score": 1.096431016921997, "text": "Neither PCQ nor ABW shall terminate or alter this Agreement except as stated herein.\n\n B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 2.083113249480615e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Governing Law": [ { "score": 15.70435905456543, "text": "This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 0.9708932324797435 }, { "text": "", "score": 12.091426849365234, "probability": 0.026187555075292673 }, { "score": 9.723165512084961, "text": "This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law", "probability": 0.002452291671564321 }, { "score": 6.839461803436279, "text": ".", "probability": 0.00013714990625300326 }, { "score": 6.266119956970215, "text": "This", "probability": 7.730299402516983e-05 }, { "score": 5.962383270263672, "text": "This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois", "probability": 5.7053875216714516e-05 }, { "score": 5.46571159362793, "text": "This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois,", "probability": 3.4720292838277905e-05 }, { "score": 5.234658718109131, "text": "11. Applicable Law and Venue\n\n This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 2.755740954719194e-05 }, { "score": 5.118447303771973, "text": "Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 2.453400303172205e-05 }, { "score": 4.952760696411133, "text": "shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 2.0787948646963676e-05 }, { "score": 4.5018110275268555, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.\n\n11. Applicable Law and Venue\n\n This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 1.3242399403746199e-05 }, { "score": 4.455475330352783, "text": "be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 1.2642802245226039e-05 }, { "score": 4.2707672119140625, "text": "the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 1.051055449527965e-05 }, { "score": 4.106197357177734, "text": "in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 8.915667190342779e-06 }, { "score": 4.067015647888184, "text": "This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law. Each party irrevocably consents to the jurisdiction of the courts of the State of Illinois and the federal courts situated in the State of Illinois, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.", "probability": 8.573091290954552e-06 }, { "score": 4.0366010665893555, "text": "in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 8.316269667341135e-06 }, { "score": 3.8805480003356934, "text": "This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of", "probability": 7.114683383886517e-06 }, { "score": 3.8727521896362305, "text": "the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 7.05943429457172e-06 }, { "score": 3.7882485389709473, "text": "Applicable Law and Venue\n\n This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "probability": 6.487396336350736e-06 }, { "score": 3.518187999725342, "text": "except with regards to its rules regarding choice of law.", "probability": 4.952045532630622e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Most Favored Nation": [ { "text": "", "score": 12.122889518737793, "probability": 0.9975393079300119 }, { "score": 5.4604363441467285, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 0.0012748625639790046 }, { "score": 4.656015396118164, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.0005703058014825341 }, { "score": 4.056625843048096, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 0.00031318158238004506 }, { "score": 3.251072406768799, "text": "NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:", "probability": 0.00013994223375817736 }, { "score": 2.9356648921966553, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.00010208667495159002 }, { "score": 0.8033771514892578, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 1.2103981719116008e-05 }, { "score": 0.6252621412277222, "text": "PCQ shall not be responsible for, nor be in default under this Agreement due to delays or failure of performance resulting from Internet\n\nService Provider delivery problems or failure, or any communication or delivery problems associated with the Internet in general. Furthermore, PCQ and ABW shall not be responsible for nor in default due to acts or causes beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters. Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 1.0129170768287834e-05 }, { "score": 0.47869598865509033, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 8.748246701615647e-06 }, { "score": 0.1388554573059082, "text": "Should", "probability": 6.2277354278e-06 }, { "score": -0.5990138053894043, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay", "probability": 2.977677127933987e-06 }, { "score": -0.7081641554832458, "text": "B. The charges for the services set forth in this Agreement shall be invoiced monthly. ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 2.669772223426049e-06 }, { "score": -0.822502851486206, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 2.381318826975393e-06 }, { "score": -0.825673520565033, "text": "NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 2.3737804102317066e-06 }, { "score": -0.835493266582489, "text": "C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 2.3505845645512875e-06 }, { "score": -0.9018921852111816, "text": "Any", "probability": 2.1995771326711586e-06 }, { "score": -0.9169732332229614, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 2.1666540853500666e-06 }, { "score": -0.9699738025665283, "text": "for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:", "probability": 2.0548102586157836e-06 }, { "score": -0.975753903388977, "text": "specified in the Termination Notice.", "probability": 2.0429675072701253e-06 }, { "score": -1.055202603340149, "text": "B. PCQ shall not be responsible for, nor be in default under this Agreement due to delays or failure of performance resulting from Internet\n\nService Provider delivery problems or failure, or any communication or delivery problems associated with the Internet in general. Furthermore, PCQ and ABW shall not be responsible for nor in default due to acts or causes beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters. Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 1.8869366826858207e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Compete": [ { "text": "", "score": 11.731626510620117, "probability": 0.999660857907735 }, { "score": 3.661116123199463, "text": "specified in the Termination Notice.", "probability": 0.0003125176572967086 }, { "score": -0.21398401260375977, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 6.485447593012555e-06 }, { "score": -0.45986974239349365, "text": "specified in the Termination Notice.", "probability": 5.071695122122941e-06 }, { "score": -0.9111155271530151, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 3.229829406701807e-06 }, { "score": -1.0216927528381348, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 2.891721775786449e-06 }, { "score": -1.3657336235046387, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability. If the support issue is of a complex nature that ABW is unable to solve, ABW may forward the call on to the PCQ technical support staff.", "probability": 2.049941434540845e-06 }, { "score": -1.8560850620269775, "text": "Termination Notice.", "probability": 1.255406953431206e-06 }, { "score": -1.9612646102905273, "text": "specified in the Termination Notice", "probability": 1.1300707455429154e-06 }, { "score": -1.988269329071045, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability.", "probability": 1.0999618734010802e-06 }, { "score": -2.283130645751953, "text": "specified", "probability": 8.190699432173278e-07 }, { "score": -3.039198398590088, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 3.8456073240927336e-07 }, { "score": -3.1291918754577637, "text": "H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 3.5146433862048934e-07 }, { "score": -3.239769220352173, "text": "H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 3.1467202513407233e-07 }, { "score": -3.2998452186584473, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability. If the support issue is of a complex nature that ABW is unable to solve, ABW may forward the call on to the PCQ technical support staff.\n\n5. Exchange Authorization\n\n A. The", "probability": 2.963244319716945e-07 }, { "score": -3.4324209690093994, "text": "D. Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.\n\n10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 2.59531779043385e-07 }, { "score": -3.4515833854675293, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon", "probability": 2.5460586990160143e-07 }, { "score": -3.4589614868164062, "text": "specified in the Termination Notice", "probability": 2.52734274888524e-07 }, { "score": -3.468756914138794, "text": ".", "probability": 2.5027072015089367e-07 }, { "score": -3.565795421600342, "text": "ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.", "probability": 2.271259490200985e-07 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Exclusivity": [ { "text": "", "score": 12.223670959472656, "probability": 0.9999657405324069 }, { "score": 1.1879485845565796, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 1.6115054915603444e-05 }, { "score": 0.6341229677200317, "text": "PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.", "probability": 9.26207685730837e-06 }, { "score": -1.4419772624969482, "text": "ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 1.1616345126381634e-06 }, { "score": -1.5585845708847046, "text": "EXCEPT AS", "probability": 1.0337787388527965e-06 }, { "score": -1.6274292469024658, "text": "specified in the Termination Notice.", "probability": 9.650031547617734e-07 }, { "score": -1.754589557647705, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 8.497745336524154e-07 }, { "score": -1.959521770477295, "text": "\"All quotes provided by PC Quote, Inc.\"", "probability": 6.923134717754009e-07 }, { "score": -2.1186392307281494, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement.", "probability": 5.904715096845449e-07 }, { "score": -2.1867215633392334, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.", "probability": 5.516087750113564e-07 }, { "score": -2.2694668769836426, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 5.078030829469823e-07 }, { "score": -2.287055015563965, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ.", "probability": 4.989498560654228e-07 }, { "score": -2.5587587356567383, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.", "probability": 3.8023971461356096e-07 }, { "score": -2.7800891399383545, "text": "ABW agrees to include the following in the co-branded pages displaying quotes:", "probability": 3.047438164169205e-07 }, { "score": -2.9471404552459717, "text": "PC", "probability": 2.5786086646021155e-07 }, { "score": -3.008939266204834, "text": "ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 2.4240778044234205e-07 }, { "score": -3.0927014350891113, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes:", "probability": 2.229303035177729e-07 }, { "score": -3.1320838928222656, "text": "PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 2.1432139294750627e-07 }, { "score": -3.1654438972473145, "text": "A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 2.0728957322361152e-07 }, { "score": -3.195237636566162, "text": "E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 2.0120473683242092e-07 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__No-Solicit Of Customers": [ { "text": "", "score": 12.051856994628906, "probability": 0.9999774692055134 }, { "score": 0.017761528491973877, "text": "EXCEPT AS", "probability": 5.93811985639928e-06 }, { "score": -0.17930257320404053, "text": "specified in the Termination Notice.", "probability": 4.876015834660144e-06 }, { "score": -0.6411436796188354, "text": "specified in the Termination Notice.", "probability": 3.072487065447976e-06 }, { "score": -1.1754070520401, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 1.8007873397660448e-06 }, { "score": -1.193143367767334, "text": "It is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 1.7691295828320048e-06 }, { "score": -1.8233623504638672, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 9.420176025921484e-07 }, { "score": -1.9750372171401978, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 8.094452157125479e-07 }, { "score": -2.068507194519043, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.", "probability": 7.372146637574839e-07 }, { "score": -2.5228357315063477, "text": "C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 4.680385104239256e-07 }, { "score": -2.6568827629089355, "text": "AS", "probability": 4.093225796007716e-07 }, { "score": -2.9926533699035645, "text": "specified in the Termination Notice", "probability": 2.9257848087465886e-07 }, { "score": -3.194711208343506, "text": "Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 2.39050566036068e-07 }, { "score": -3.340569257736206, "text": "H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 2.066067139577742e-07 }, { "score": -3.469865322113037, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability. If the support issue is of a complex nature that ABW is unable to solve, ABW may forward the call on to the PCQ technical support staff.", "probability": 1.8154816477403098e-07 }, { "score": -3.492244243621826, "text": "H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 1.7753043653414236e-07 }, { "score": -3.5350184440612793, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 1.700968306933434e-07 }, { "score": -3.5873918533325195, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 1.6141754547267127e-07 }, { "score": -3.71256685256958, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.", "probability": 1.4242555735756544e-07 }, { "score": -3.751683235168457, "text": "Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 1.3696193987509067e-07 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Competitive Restriction Exception": [ { "text": "", "score": 11.901700973510742, "probability": 0.8940083452256575 }, { "score": 9.06871223449707, "text": "EXCEPT AS", "probability": 0.052600539209409984 }, { "score": 8.32113265991211, "text": "EXCEPT AS\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nSPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.", "probability": 0.024906947889007974 }, { "score": 7.436209201812744, "text": "It is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 0.010280237245700609 }, { "score": 6.886619567871094, "text": "EXCEPT AS", "probability": 0.005933615384387459 }, { "score": 6.688630104064941, "text": "It is expressly understood and agreed to by the parties hereto that EXCEPT AS\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nSPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.", "probability": 0.004867810469390844 }, { "score": 6.360503196716309, "text": "SPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.", "probability": 0.0035061456651979124 }, { "score": 5.698117256164551, "text": "It is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 0.0018078375232776563 }, { "score": 4.470512866973877, "text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.", "probability": 0.0005296848898497978 }, { "score": 4.277424335479736, "text": "EXCEPT AS\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nSPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.", "probability": 0.00043667698227797005 }, { "score": 3.433262348175049, "text": "Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 0.00018773506936874872 }, { "score": 3.10068941116333, "text": "PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.", "probability": 0.0001346203812290895 }, { "score": 3.0889220237731934, "text": "It is expressly understood and agreed to by the parties hereto that EXCEPT AS\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nSPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.", "probability": 0.00013304553513713495 }, { "score": 3.0887503623962402, "text": "Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 0.0001330226983175319 }, { "score": 2.917344093322754, "text": "EXCEPT", "probability": 0.0001120688605412932 }, { "score": 2.687964916229248, "text": "7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 8.909777226573036e-05 }, { "score": 2.685682773590088, "text": "Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nSPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.", "probability": 8.88946702825857e-05 }, { "score": 2.6419527530670166, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 8.509107626862514e-05 }, { "score": 2.6400160789489746, "text": "EXCEPT AS\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nSPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.\n\n8. Confidentiality of Proprietary Information\n\n A. ABW understands and acknowledges the proprietary nature of the HYPERFEED and SOFTWARE provided by PCQ and that said HYPERFEED and SOFTWARE have been developed as a trade secret of PCQ and at its expense. ABW agrees to hold said information in the same manner as ABW deals with its own proprietary information and trade secrets.", "probability": 8.492644205640611e-05 }, { "score": 2.497649908065796, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 7.36570103747062e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__No-Solicit Of Employees": [ { "text": "", "score": 12.170831680297852, "probability": 0.9999974608056774 }, { "score": -1.611912727355957, "text": "specified in the Termination Notice.", "probability": 1.0333062482545672e-06 }, { "score": -2.4198849201202393, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 4.606076966645988e-07 }, { "score": -2.484761953353882, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 4.3167356416441477e-07 }, { "score": -3.859163522720337, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability.", "probability": 1.0920950424462794e-07 }, { "score": -3.8879330158233643, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 1.0611236731314652e-07 }, { "score": -4.581258773803711, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 5.304670986608724e-08 }, { "score": -4.732012748718262, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability.", "probability": 4.562331449900719e-08 }, { "score": -4.756495475769043, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 4.451989383215295e-08 }, { "score": -4.760782241821289, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 4.432945593560823e-08 }, { "score": -4.998650550842285, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability. If the support issue is of a complex nature that ABW is unable to solve, ABW may forward the call on to the PCQ technical support staff.", "probability": 3.494519812751653e-08 }, { "score": -5.128040790557861, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 3.070393514179272e-08 }, { "score": -5.1642231941223145, "text": "H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 2.961285102402987e-08 }, { "score": -5.229100227355957, "text": "H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 2.775265163647729e-08 }, { "score": -5.778524398803711, "text": "EXCEPT AS\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nSPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.\n\n8. Confidentiality of Proprietary Information\n\n A. ABW understands and acknowledges the proprietary nature of the HYPERFEED and SOFTWARE provided by PCQ and that said HYPERFEED and SOFTWARE have been developed as a trade secret of PCQ and at its expense. ABW agrees to hold said information in the same manner as ABW deals with its own proprietary information and trade secrets.", "probability": 1.602110985609688e-08 }, { "score": -5.788249969482422, "text": "Termination Notice.", "probability": 1.5866050661627468e-08 }, { "score": -5.805288314819336, "text": "specified", "probability": 1.5598009385683963e-08 }, { "score": -5.871500015258789, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability. If the support issue is of a complex nature that ABW is unable to solve, ABW may forward the call on to the PCQ technical support staff.", "probability": 1.4598687131809548e-08 }, { "score": -5.8861403465271, "text": "Said", "probability": 1.4386514445059374e-08 }, { "score": -6.129350662231445, "text": "Such indemnification by PCQ shall only be effective if:", "probability": 1.1280560733144777e-08 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Disparagement": [ { "text": "", "score": 11.587471008300781, "probability": 0.9995053687335349 }, { "score": 2.880910873413086, "text": "Any invoice submitted by PCQ shall be deemed correct unless ABW advises PCQ in writing, within thirty (30) days of the receipt of the invoice, that it disagrees with the invoice and specifies the nature of the disagreement.", "probability": 0.000165414702538432 }, { "score": 2.3430745601654053, "text": "Any invoice submitted by PCQ shall be deemed correct unless ABW advises PCQ in writing, within thirty (30) days of the receipt of the invoice, that it disagrees with the invoice and specifies the nature of the disagreement.\n\n G. Any sales, use, excise, value added and local property taxes will be payable by ABW should such taxes be applicable.\n\n H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 9.660392348612169e-05 }, { "score": 1.9872186183929443, "text": "Such indemnification by PCQ shall only be effective if:", "probability": 6.767815230177227e-05 }, { "score": 1.576141595840454, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 4.486627468287448e-05 }, { "score": 0.7887758016586304, "text": "Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.", "probability": 2.0416034513744292e-05 }, { "score": 0.5718802213668823, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 1.64351941030541e-05 }, { "score": 0.2247084379196167, "text": "PCQ hereby agrees to defend, indemnify and hold ABW harmless, including reasonable attorney's fees, from and against any claim that the SOFTWARE or HYPERFEED infringes on the patent, copyright or other proprietary rights of another, including any and all claims, liabilities, or obligations resulting from PCQ's negligence, willful misconduct, misrepresentations, breach of warranty or non-performance of any of the covenants or obligations under this Agreement.\n\n D. Such indemnification by PCQ shall only be effective if:", "probability": 1.1614487414923644e-05 }, { "score": 0.09495748579502106, "text": "D. Such indemnification by PCQ shall only be effective if:", "probability": 1.0201168594557244e-05 }, { "score": 0.03287780284881592, "text": "PCQ hereby agrees to defend, indemnify and hold ABW harmless, including reasonable attorney's fees, from and against any claim that the SOFTWARE or HYPERFEED infringes on the patent, copyright or other proprietary rights of another, including any and all claims, liabilities, or obligations resulting from PCQ's negligence, willful misconduct, misrepresentations, breach of warranty or non-performance of any of the covenants or obligations under this Agreement.", "probability": 9.587139825311131e-06 }, { "score": 0.013582825660705566, "text": "specified in the Termination Notice.", "probability": 9.403929385718566e-06 }, { "score": -0.10419917106628418, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 8.359057027326487e-06 }, { "score": -0.19108662009239197, "text": "F. Any invoice submitted by PCQ shall be deemed correct unless ABW advises PCQ in writing, within thirty (30) days of the receipt of the invoice, that it disagrees with the invoice and specifies the nature of the disagreement.", "probability": 7.66341859473051e-06 }, { "score": -0.3489843010902405, "text": "The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.", "probability": 6.544077845504618e-06 }, { "score": -0.7289228439331055, "text": "F. Any invoice submitted by PCQ shall be deemed correct unless ABW advises PCQ in writing, within thirty (30) days of the receipt of the invoice, that it disagrees with the invoice and specifies the nature of the disagreement.\n\n G. Any sales, use, excise, value added and local property taxes will be payable by ABW should such taxes be applicable.\n\n H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 4.475517341542864e-06 }, { "score": -1.0172030925750732, "text": "PCQ hereby agrees to defend, indemnify and hold ABW harmless, including reasonable attorney's fees, from and against any claim that the SOFTWARE or HYPERFEED infringes on the patent, copyright or other proprietary rights of another, including any and all claims, liabilities, or obligations resulting from PCQ's negligence, willful misconduct, misrepresentations, breach of warranty or non-performance of any of the covenants or obligations under this Agreement.\n\n D. Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.", "probability": 3.3546307456303683e-06 }, { "score": -1.022033452987671, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "probability": 3.3384657429030696e-06 }, { "score": -1.103485345840454, "text": "D. Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.", "probability": 3.077321113539398e-06 }, { "score": -1.187053918838501, "text": "PCQ hereby agrees to defend, indemnify and hold ABW harmless, including reasonable attorney's fees, from and against any claim that the SOFTWARE or HYPERFEED infringes on the patent, copyright or other proprietary rights of another, including any and all claims, liabilities, or obligations resulting from PCQ's negligence, willful misconduct, misrepresentations, breach of warranty or non-performance of any of the covenants or obligations under this Agreement.\n\n D. Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be", "probability": 2.830606153364601e-06 }, { "score": -1.2097214460372925, "text": "H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 2.767165054216269e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Termination For Convenience": [ { "text": "", "score": 11.628948211669922, "probability": 0.8493611852036441 }, { "score": 8.52114486694336, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "probability": 0.03796562615129621 }, { "score": 8.446484565734863, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.035234329392656874 }, { "score": 8.17350959777832, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.026817265260240888 }, { "score": 7.669637680053711, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.016202636703925494 }, { "score": 7.364131927490234, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.011937303392494554 }, { "score": 7.246129035949707, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "probability": 0.010608603728521022 }, { "score": 6.102509021759033, "text": "specified in the Termination Notice.", "probability": 0.003380573366613738 }, { "score": 5.220813751220703, "text": "[***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.001399828962707142 }, { "score": 4.982780456542969, "text": "specified in the Termination Notice.", "probability": 0.0011033122204404133 }, { "score": 4.907257080078125, "text": "B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "probability": 0.0010230551427727452 }, { "score": 4.832597732543945, "text": "B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.0009494561243491526 }, { "score": 4.797305107116699, "text": "[***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "probability": 0.0009165317364345309 }, { "score": 4.3532233238220215, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 0.0005878753356657022 }, { "score": 4.328449726104736, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.", "probability": 0.0005734904667656574 }, { "score": 4.160019874572754, "text": "B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 0.000484594016978655 }, { "score": 4.144253253936768, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 0.0004770135233672569 }, { "score": 4.02294397354126, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.", "probability": 0.0004225194836854159 }, { "score": 3.736511707305908, "text": "B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "probability": 0.0003172859109684106 }, { "score": 3.446934461593628, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above", "probability": 0.00023751387647191893 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.27437973022461, "probability": 0.9996433816372982 }, { "score": 2.3839449882507324, "text": "agreements before access to the quote servers will be provided to ABW clients by PCQ.", "probability": 5.063885333035928e-05 }, { "score": 2.3295273780822754, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ.", "probability": 4.795684403352531e-05 }, { "score": 2.2640230655670166, "text": "This agreement does not violate any agency requirements and PCQ has the right to enter into this agreement from its information providers.", "probability": 4.491614070544011e-05 }, { "score": 2.1318225860595703, "text": "ABW may issue a purchase order for billing purposes.", "probability": 3.93539649865032e-05 }, { "score": 1.8143115043640137, "text": "ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order.", "probability": 2.8648057795719376e-05 }, { "score": 1.5380438566207886, "text": "ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.", "probability": 2.1732699210205625e-05 }, { "score": 1.325240969657898, "text": "ABW may issue a purchase order for billing purposes.", "probability": 1.7566876564154362e-05 }, { "score": 1.2548773288726807, "text": "agreements before access to the quote servers will be provided to ABW clients by PCQ", "probability": 1.6373292063996154e-05 }, { "score": 1.2004599571228027, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ", "probability": 1.5506109427771715e-05 }, { "score": 0.9257638454437256, "text": "The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order.", "probability": 1.1781588204119807e-05 }, { "score": 0.8412851095199585, "text": "The terms of this negotiated Agreement shall supercede those contained on that purchase order.", "probability": 1.0827175842352835e-05 }, { "score": 0.737027645111084, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber", "probability": 9.755212825298464e-06 }, { "score": 0.6494961977005005, "text": "The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.", "probability": 8.937629017800328e-06 }, { "score": 0.49647021293640137, "text": "ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order.", "probability": 7.669445811368999e-06 }, { "score": 0.3046521246433258, "text": "The information and data used in the HYPERFEED and SOFTWARE provided under this Agreement, including option prices, stock prices, commodity prices, dividends, dividend dates, volatilities, deltas and other variables, are obtained by PCQ from the various exchanges and other sources which are believed to be reliable and PCQ agrees to run reasonable control checks thereon to verify that the data transmitted by PCQ is the same as the data received from the various exchanges and other sources. However, PCQ shall not be subject to liability for truth, accuracy, or completeness of the information received by PCQ from the various exchanges and other sources and conveyed to ABW or for errors, mistakes or omissions therein or for any delays or interruptions of the HYPERFEED or SOFTWARE from whatever cause. This agreement does not violate any agency requirements and PCQ has the right to enter into this agreement from its information providers.", "probability": 6.330797847147552e-06 }, { "score": 0.28319764137268066, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ.", "probability": 6.196420503277855e-06 }, { "score": 0.03316354751586914, "text": "The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order.", "probability": 4.8256126136423685e-06 }, { "score": -0.08950591087341309, "text": "ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order", "probability": 4.268524575668707e-06 }, { "score": -0.3368661403656006, "text": "ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.", "probability": 3.333117343937935e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Change Of Control": [ { "text": "", "score": 12.283267974853516, "probability": 0.9998577264553656 }, { "score": 3.1321821212768555, "text": "specified in the Termination Notice.", "probability": 0.00010608943032474762 }, { "score": 0.9549959897994995, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 1.2026304461603113e-05 }, { "score": 0.33956217765808105, "text": "specified in the Termination Notice.", "probability": 6.499092014729181e-06 }, { "score": -0.06091666221618652, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 4.354386105524725e-06 }, { "score": -0.30792784690856934, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 3.40135013910523e-06 }, { "score": -0.5884721279144287, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "probability": 2.5692863397464887e-06 }, { "score": -1.5030958652496338, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 1.0294291591542801e-06 }, { "score": -1.7983992099761963, "text": "H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 7.662100650100399e-07 }, { "score": -1.813053846359253, "text": "specified in the Termination Notice", "probability": 7.550634096903228e-07 }, { "score": -1.8527644872665405, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 7.256668978593447e-07 }, { "score": -1.860897183418274, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 7.19789202622627e-07 }, { "score": -1.9089527130126953, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 6.860173132723307e-07 }, { "score": -2.1446268558502197, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 5.419797952326203e-07 }, { "score": -2.2061209678649902, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "probability": 5.09655297812278e-07 }, { "score": -2.5002546310424805, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 3.7978334575754073e-07 }, { "score": -2.6610662937164307, "text": "F. Any invoice submitted by PCQ shall be deemed correct unless ABW advises PCQ in writing, within thirty (30) days of the receipt of the invoice, that it disagrees with the invoice and specifies the nature of the disagreement.\n\n G. Any sales, use, excise, value added and local property taxes will be payable by ABW should such taxes be applicable.\n\n H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 3.233674474076015e-07 }, { "score": -2.6676838397979736, "text": "Termination Notice.", "probability": 3.212346132706058e-07 }, { "score": -2.7699732780456543, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 2.9000039944634655e-07 }, { "score": -2.7856194972991943, "text": "G. Any sales, use, excise, value added and local property taxes will be payable by ABW should such taxes be applicable.\n\n H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 2.8549830185994675e-07 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Anti-Assignment": [ { "score": 15.533465385437012, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 0.5055380329135734 }, { "score": 15.475390434265137, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 0.47701518399926074 }, { "text": "", "score": 12.069072723388672, "probability": 0.0158192983898464 }, { "score": 9.030126571655273, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ", "probability": 0.0007575122728523401 }, { "score": 7.8733344078063965, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ", "probability": 0.00023823261616413412 }, { "score": 7.327446460723877, "text": ".", "probability": 0.00013801462090143118 }, { "score": 6.683081150054932, "text": ".", "probability": 7.245707499160466e-05 }, { "score": 6.4381103515625, "text": "This", "probability": 5.671413753779624e-05 }, { "score": 6.162844657897949, "text": "may not be assigned by ABW without the prior written consent of PCQ.", "probability": 4.306703370819667e-05 }, { "score": 6.160414218902588, "text": "may not be assigned by ABW without the prior written consent of PCQ.", "probability": 4.296248900628029e-05 }, { "score": 5.980109691619873, "text": " This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 3.587436088978253e-05 }, { "score": 5.886258125305176, "text": "This", "probability": 3.266065990670659e-05 }, { "score": 5.8837785720825195, "text": "This Agreement or any rights or obligations granted hereunder", "probability": 3.257977638112466e-05 }, { "score": 5.775647163391113, "text": " This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 2.9240663635407283e-05 }, { "score": 5.708242416381836, "text": "not be assigned by ABW without the prior written consent of PCQ.", "probability": 2.7334662453571748e-05 }, { "score": 5.692694664001465, "text": "ABW without the prior written consent of PCQ.", "probability": 2.6912956673831766e-05 }, { "score": 5.684114456176758, "text": "not be assigned by ABW without the prior written consent of PCQ.", "probability": 2.6683025750570247e-05 }, { "score": 5.606164932250977, "text": "Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 2.4682095435661376e-05 }, { "score": 5.554511070251465, "text": "10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 2.3439537601921107e-05 }, { "score": 5.350649833679199, "text": "be assigned by ABW without the prior written consent of PCQ.", "probability": 1.9116713429038314e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Revenue/Profit Sharing": [ { "text": "", "score": 12.021774291992188, "probability": 0.9008478241218901 }, { "score": 9.72359848022461, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.09048286854396544 }, { "score": 7.2857584953308105, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.007903617373386355 }, { "score": 4.09528112411499, "text": "PERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.0003252514117213991 }, { "score": 3.3105151653289795, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 0.00014838830183433677 }, { "score": 2.504152536392212, "text": "Any", "probability": 6.625227938460233e-05 }, { "score": 1.7344675064086914, "text": "1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 3.0685334598895176e-05 }, { "score": 1.63020658493042, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance", "probability": 2.7647185114756018e-05 }, { "score": 1.5603364706039429, "text": "PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 2.5781412957520077e-05 }, { "score": 1.522878646850586, "text": "B. The charges for the services set forth in this Agreement shall be invoiced monthly. ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 2.48335604059202e-05 }, { "score": 1.3506348133087158, "text": "ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 2.09042428803458e-05 }, { "score": 1.3351354598999023, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12%", "probability": 2.0582738622477594e-05 }, { "score": 1.0947115421295166, "text": "C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 1.618409347827137e-05 }, { "score": 0.8726751804351807, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 1.296161780962215e-05 }, { "score": 0.43300676345825195, "text": "FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 8.350522378002914e-06 }, { "score": 0.3985719680786133, "text": "ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 8.067868344821804e-06 }, { "score": 0.374253511428833, "text": "CENTAGE RATE of 12% on the outstanding balance.", "probability": 7.874036634617143e-06 }, { "score": 0.3266119956970215, "text": "AGE RATE of 12% on the outstanding balance.", "probability": 7.5077012675809864e-06 }, { "score": 0.3017711639404297, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month", "probability": 7.323501038851561e-06 }, { "score": 0.26995348930358887, "text": ".", "probability": 7.094152285976777e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Price Restrictions": [ { "score": 12.036507606506348, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.4864136948762725 }, { "text": "", "score": 11.987174987792969, "probability": 0.4629999134377249 }, { "score": 9.593884468078613, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.042285166357048966 }, { "score": 7.608427047729492, "text": "PERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.005806505500845584 }, { "score": 5.977890968322754, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 0.001137056433994187 }, { "score": 4.889082908630371, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance", "probability": 0.00038275307441666467 }, { "score": 4.187604904174805, "text": "Any", "probability": 0.00018978883559291892 }, { "score": 3.5814461708068848, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month", "probability": 0.00010351880935812218 }, { "score": 3.548764228820801, "text": "PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.00010019030095773211 }, { "score": 3.5352678298950195, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 9.8847176745357e-05 }, { "score": 3.476046085357666, "text": "1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 9.316324189932556e-05 }, { "score": 3.3511011600494385, "text": "B. The charges for the services set forth in this Agreement shall be invoiced monthly. ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 8.222080057144831e-05 }, { "score": 2.908792734146118, "text": "FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 5.283109260362283e-05 }, { "score": 2.7871315479278564, "text": "ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 4.677920217800372e-05 }, { "score": 2.6529855728149414, "text": "CENTAGE RATE of 12% on the outstanding balance.", "probability": 4.090665366570917e-05 }, { "score": 2.557206869125366, "text": "ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 3.717044764591319e-05 }, { "score": 2.4464595317840576, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance", "probability": 3.327367986780532e-05 }, { "score": 2.4178965091705322, "text": "C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 3.2336727788886336e-05 }, { "score": 2.4069526195526123, "text": "AGE RATE of 12% on the outstanding balance.", "probability": 3.198476762874244e-05 }, { "score": 2.40425443649292, "text": "which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 3.1898583193536505e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Minimum Commitment": [ { "text": "", "score": 12.08932113647461, "probability": 0.9771994181221465 }, { "score": 8.23300552368164, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.02066362960820094 }, { "score": 5.832596778869629, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.0018737961245907367 }, { "score": 3.10439133644104, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 0.00012242715779506883 }, { "score": 1.6787772178649902, "text": "Any", "probability": 2.942669054880847e-05 }, { "score": 1.2818864583969116, "text": "ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 1.97867267122198e-05 }, { "score": 1.1124550104141235, "text": "specified in the Termination Notice.", "probability": 1.67028589077332e-05 }, { "score": 0.9402399063110352, "text": "B. The charges for the services set forth in this Agreement shall be invoiced monthly. ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 1.4060434550210461e-05 }, { "score": 0.8440804481506348, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance", "probability": 1.2771362178859801e-05 }, { "score": 0.7039833068847656, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 1.110181039115537e-05 }, { "score": 0.5282721519470215, "text": "PERCENTAGE RATE of 12% on the outstanding balance.", "probability": 9.312867428937874e-06 }, { "score": -0.011391878128051758, "text": "C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 5.428880853136563e-06 }, { "score": -0.407193660736084, "text": "The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 3.6543974589545646e-06 }, { "score": -0.48633241653442383, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.\n\n F. Any invoice submitted by PCQ shall be deemed correct unless ABW advises PCQ in writing, within thirty (30) days of the receipt of the invoice, that it disagrees with the invoice and specifies the nature of the disagreement.\n\n G. Any sales, use, excise, value added and local property taxes will be payable by ABW should such taxes be applicable.", "probability": 3.376340632520624e-06 }, { "score": -0.6578402519226074, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which", "probability": 2.8442079682014582e-06 }, { "score": -0.698000431060791, "text": "ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 2.7322472945309127e-06 }, { "score": -0.7216308116912842, "text": "D. Any", "probability": 2.6684401140711116e-06 }, { "score": -0.8178830146789551, "text": "ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 2.423570513859738e-06 }, { "score": -0.8509993553161621, "text": ".", "probability": 2.3446251329922827e-06 }, { "score": -0.9642748832702637, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.\n\n F. Any invoice submitted by PCQ shall be deemed correct unless ABW advises PCQ in writing, within thirty (30) days of the receipt of the invoice, that it disagrees with the invoice and specifies the nature of the disagreement.", "probability": 2.0935265806880053e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Volume Restriction": [ { "text": "", "score": 12.0281982421875, "probability": 0.8115724149809004 }, { "score": 10.517905235290527, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.17923192042247435 }, { "score": 7.426867485046387, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.008146943789665554 }, { "score": 4.58873987197876, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 0.0004768826899895688 }, { "score": 3.45278000831604, "text": "PERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.00015313358791102814 }, { "score": 3.3335883617401123, "text": "Any", "probability": 0.00013592714143849095 }, { "score": 2.8705790042877197, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance", "probability": 8.555074083855116e-05 }, { "score": 1.8165042400360107, "text": "B. The charges for the services set forth in this Agreement shall be invoiced monthly. ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 2.981569389817912e-05 }, { "score": 1.4977025985717773, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 2.1676598192049664e-05 }, { "score": 1.322329044342041, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which", "probability": 1.8189776401512585e-05 }, { "score": 1.3126425743103027, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month", "probability": 1.801443228130729e-05 }, { "score": 1.1745212078094482, "text": "1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 1.5690443982943553e-05 }, { "score": 1.116248369216919, "text": "C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 1.4802247464403854e-05 }, { "score": 1.0705560445785522, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 1.4141117667469376e-05 }, { "score": 1.0296571254730225, "text": "PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 1.3574428713307853e-05 }, { "score": 0.9229569435119629, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 1.2200630115771269e-05 }, { "score": 0.8871278762817383, "text": ".", "probability": 1.1771231332775814e-05 }, { "score": 0.7899022102355957, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE", "probability": 1.0680641165605586e-05 }, { "score": 0.5869042873382568, "text": "FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 8.7183930969372e-06 }, { "score": 0.4947686195373535, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE", "probability": 7.951012469922548e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Ip Ownership Assignment": [ { "score": 12.275243759155273, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 0.3296707356073665 }, { "text": "", "score": 12.194292068481445, "probability": 0.3040349600002957 }, { "score": 11.875574111938477, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 0.2210579177062719 }, { "score": 11.42464542388916, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 0.14082191109694964 }, { "score": 7.107375621795654, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement", "probability": 0.001878035433167494 }, { "score": 6.575842380523682, "text": "D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 0.0011037274107748329 }, { "score": 5.375705242156982, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.", "probability": 0.0003323907210078685 }, { "score": 5.159431457519531, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ", "probability": 0.00026774562325706814 }, { "score": 4.595537185668945, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ", "probability": 0.0001523443000126025 }, { "score": 4.517011642456055, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 0.00014083902165342216 }, { "score": 4.116877555847168, "text": "Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 9.439456158306815e-05 }, { "score": 3.938126564025879, "text": "This", "probability": 7.894350494174089e-05 }, { "score": 3.8754775524139404, "text": "This", "probability": 7.414950980530521e-05 }, { "score": 3.715385675430298, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 6.318023915900791e-05 }, { "score": 3.6401126384735107, "text": "PC", "probability": 5.859905345276991e-05 }, { "score": 3.595057725906372, "text": "This Agreement or any rights or obligations granted hereunder", "probability": 5.601747139103374e-05 }, { "score": 3.154735565185547, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 3.606567097846471e-05 }, { "score": 2.9857864379882812, "text": "Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.\n\n10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 3.0459329759964714e-05 }, { "score": 2.753544330596924, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes:", "probability": 2.4146760634706678e-05 }, { "score": 2.7237091064453125, "text": ".", "probability": 2.3436977537321255e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Joint Ip Ownership": [ { "text": "", "score": 12.078994750976562, "probability": 0.9988964887576541 }, { "score": 4.313901901245117, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 0.0004238220135232668 }, { "score": 3.568063974380493, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 0.0002010343242331356 }, { "score": 2.734625816345215, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 8.735999919429225e-05 }, { "score": 2.5615286827087402, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ.", "probability": 7.347464414911452e-05 }, { "score": 2.5570449829101562, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 7.314594335046574e-05 }, { "score": 2.047858715057373, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement.", "probability": 4.395957235702349e-05 }, { "score": 2.004028558731079, "text": "The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 4.207443220518764e-05 }, { "score": 1.8524967432022095, "text": "ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 3.615836900768471e-05 }, { "score": 1.7280904054641724, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ.", "probability": 3.1928597830139156e-05 }, { "score": 1.2410469055175781, "text": "D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 1.9618217364798833e-05 }, { "score": 0.9974931478500366, "text": "The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ.", "probability": 1.537749126832252e-05 }, { "score": 0.8056484460830688, "text": "ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 1.2693120230005332e-05 }, { "score": 0.6145474910736084, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber", "probability": 1.0485141686316817e-05 }, { "score": 0.48382341861724854, "text": "The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement.", "probability": 9.200290917714785e-06 }, { "score": 0.2601809501647949, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ", "probability": 7.3565615038153105e-06 }, { "score": -0.21889066696166992, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber", "probability": 4.556346150155088e-06 }, { "score": -0.24803268909454346, "text": "A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 4.425481107170127e-06 }, { "score": -0.44236183166503906, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement", "probability": 3.643882939713186e-06 }, { "score": -0.5732572078704834, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ", "probability": 3.1968133277617602e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__License Grant": [ { "text": "", "score": 11.70387077331543, "probability": 0.9996385814076323 }, { "score": 3.7328665256500244, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 0.00034520720342216804 }, { "score": -1.0347990989685059, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED", "probability": 2.93433015823929e-06 }, { "score": -1.3513457775115967, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 2.138131941365035e-06 }, { "score": -1.4561975002288818, "text": "3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 1.925298076139164e-06 }, { "score": -1.5112820863723755, "text": "PC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.\n\nHYPERFEED\n\nThe PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 1.822111902511666e-06 }, { "score": -2.0283117294311523, "text": "AB", "probability": 1.0865054874728703e-06 }, { "score": -2.2713234424591064, "text": "ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.", "probability": 8.521053225895349e-07 }, { "score": -2.4136838912963867, "text": "for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.\n\nHYPERFEED\n\nThe PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 7.390382571480355e-07 }, { "score": -2.457904577255249, "text": "SOFTWARE\n\nPC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.\n\nHYPERFEED\n\nThe PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 7.070695273659467e-07 }, { "score": -2.518491268157959, "text": "D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.", "probability": 6.655024448638519e-07 }, { "score": -2.7203855514526367, "text": "The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.", "probability": 5.438361617598125e-07 }, { "score": -2.8200719356536865, "text": "Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 4.922376577431868e-07 }, { "score": -3.1245715618133545, "text": "A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 3.630214842945205e-07 }, { "score": -3.1972556114196777, "text": "PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.", "probability": 3.375717121855258e-07 }, { "score": -3.2150700092315674, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.", "probability": 3.316113234109738e-07 }, { "score": -3.2188735008239746, "text": "PC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.", "probability": 3.303524381278715e-07 }, { "score": -3.226212978363037, "text": "HYPERFEED\n\nThe PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 3.2793669980107797e-07 }, { "score": -3.2763662338256836, "text": "ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 3.118952349129533e-07 }, { "score": -3.305851697921753, "text": "The PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 3.028331160872296e-07 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Transferable License": [ { "text": "", "score": 12.013214111328125, "probability": 0.884784474720166 }, { "score": 9.971085548400879, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 0.11480275949763956 }, { "score": 3.6959097385406494, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ", "probability": 0.00021611161063913076 }, { "score": 2.4936304092407227, "text": "This", "probability": 6.494337009547554e-05 }, { "score": 2.306501865386963, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 5.3859947735209065e-05 }, { "score": 0.5882737636566162, "text": ".", "probability": 9.66159757775315e-06 }, { "score": 0.4289548397064209, "text": "Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.\n\n10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 8.238679624365382e-06 }, { "score": 0.25485849380493164, "text": "This Agreement or any rights or obligations granted hereunder", "probability": 6.922269964686731e-06 }, { "score": 0.2272050380706787, "text": "D. Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.\n\n10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 6.733467825908484e-06 }, { "score": 0.07394599914550781, "text": "may not be assigned by ABW without the prior written consent of PCQ.", "probability": 5.776692290282773e-06 }, { "score": 0.051210880279541016, "text": "2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.\n\n10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 5.646840198951932e-06 }, { "score": 0.030242919921875, "text": "ABW without the prior written consent of PCQ.", "probability": 5.529670178523476e-06 }, { "score": -0.24157309532165527, "text": "not be assigned by ABW without the prior written consent of PCQ.", "probability": 4.213577950731389e-06 }, { "score": -0.2565464973449707, "text": "This Agreement or any rights or obligations granted hereunder may not", "probability": 4.150956353285711e-06 }, { "score": -0.26275765895843506, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 4.125253995902667e-06 }, { "score": -0.30445337295532227, "text": "This Agreement or any rights or obligations granted hereunder may", "probability": 3.95678520505144e-06 }, { "score": -0.416562557220459, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by", "probability": 3.537154867999337e-06 }, { "score": -0.49350881576538086, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW", "probability": 3.2751918117595044e-06 }, { "score": -0.5446155071258545, "text": "10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 3.112012878017022e-06 }, { "score": -0.5910866260528564, "text": "Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 2.9707030012436977e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Affiliate License-Licensor": [ { "text": "", "score": 12.043535232543945, "probability": 0.9995817413978879 }, { "score": 3.273252010345459, "text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.", "probability": 0.00015521464876526713 }, { "score": 2.544703722000122, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 7.490800055623309e-05 }, { "score": 1.7826257944107056, "text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.\n\nDefinitions:\n\nSOFTWARE\n\nPC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.\n\nHYPERFEED\n\nThe PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 3.49592386825189e-05 }, { "score": 1.7805522680282593, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 3.4886824880710034e-05 }, { "score": 1.587342619895935, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 2.8757528654895914e-05 }, { "score": 1.1911932229995728, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 1.9351118130402648e-05 }, { "score": 0.9608643054962158, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 1.5370057288237458e-05 }, { "score": 0.7826697826385498, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.", "probability": 1.286135092589609e-05 }, { "score": -0.03167724609375, "text": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes:", "probability": 5.696658262782432e-06 }, { "score": -0.046439528465270996, "text": "ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 5.613180263819038e-06 }, { "score": -0.08008062839508057, "text": "D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 5.4274876695931765e-06 }, { "score": -0.2611618638038635, "text": "ABW and all of its subsidiaries and related companies.", "probability": 4.528519729299876e-06 }, { "score": -0.2967398166656494, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.", "probability": 4.3702366574237295e-06 }, { "score": -0.49282270669937134, "text": "PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "probability": 3.5920902400197486e-06 }, { "score": -0.7264715433120728, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 2.8436414626587896e-06 }, { "score": -0.7872326374053955, "text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.\n\nDefinitions:\n\nSOFTWARE\n\nPC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.\n\nHYPERFEED\n\nThe PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement.", "probability": 2.6760032102715133e-06 }, { "score": -0.8442320823669434, "text": "D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 2.5277381650197382e-06 }, { "score": -0.8661274909973145, "text": "ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 2.472993816981218e-06 }, { "score": -0.982515811920166, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement.", "probability": 2.2012847504730526e-06 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Affiliate License-Licensee": [ { "text": "", "score": 12.202224731445312, "probability": 0.9999903508888014 }, { "score": -0.4896663427352905, "text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.", "probability": 3.0759378130828562e-06 }, { "score": -1.105276107788086, "text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.\n\nDefinitions:\n\nSOFTWARE\n\nPC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.\n\nHYPERFEED\n\nThe PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 1.6619640565471333e-06 }, { "score": -1.2745442390441895, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 1.4031671594442213e-06 }, { "score": -1.902958869934082, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 7.485010348390775e-07 }, { "score": -2.1891772747039795, "text": "ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 5.621980453278494e-07 }, { "score": -2.8173656463623047, "text": "ABW and all of its subsidiaries and related companies.", "probability": 2.9996500263897e-07 }, { "score": -2.898641586303711, "text": "ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 2.7654951150222076e-07 }, { "score": -2.9263346195220947, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 2.6899608802046774e-07 }, { "score": -3.4329755306243896, "text": "ABW and all of its subsidiaries and related companies.\n\nDefinitions:\n\nSOFTWARE\n\nPC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.\n\nHYPERFEED\n\nThe PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 1.620744707705429e-07 }, { "score": -3.43536639213562, "text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.\n\nDefinitions:\n\nSOFTWARE\n\nPC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.\n\nHYPERFEED\n\nThe PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1. The Co-Branded Service\n\n A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement.", "probability": 1.6168743601404055e-07 }, { "score": -3.592968463897705, "text": "specified in the Termination Notice.", "probability": 1.381117296115004e-07 }, { "score": -3.6046345233917236, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site. The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement.", "probability": 1.3650987180853417e-07 }, { "score": -3.6230406761169434, "text": "ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 1.3402023288426076e-07 }, { "score": -3.718021869659424, "text": "ABW also agrees to include the following disclaimer on the access page to the co-branded service:\n\n \"PC Quote is not subject to liability for truth, accuracy, or completeness of the market data information nor is PC Quote liable for errors, mistakes or omissions in the data or for any delays or interruptions in the end user's receipt of the data. PC Quote does not warrant that the data provided may be relied upon for trading purposes.\"\n\n 2. Term\n\n A. [***] The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement. Neither PCQ nor ABW shall terminate or alter this Agreement except as stated herein.\n\n B. [***] Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 1.2187666450283687e-07 }, { "score": -3.7556235790252686, "text": "ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\"", "probability": 1.1737898375041379e-07 }, { "score": -3.838977336883545, "text": "ABW also agrees to include the following disclaimer on the access page to the co-branded service", "probability": 1.0799167269329662e-07 }, { "score": -3.951385259628296, "text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.\n\nDefinitions:\n\nSOFTWARE\n\nPC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.\n\nHYPERFEED\n\nThe PC Quote", "probability": 9.650995819149164e-08 }, { "score": -4.0242791175842285, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 8.972526035769352e-08 }, { "score": -4.067309856414795, "text": "ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 8.594620694686663e-08 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.686935424804688, "probability": 0.9999272913847894 }, { "score": 1.750409483909607, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 4.837155361980441e-05 }, { "score": -0.2810767889022827, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 6.343468069439891e-06 }, { "score": -1.0684388875961304, "text": "Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 2.886554378667987e-06 }, { "score": -1.1393178701400757, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 2.6890408044706443e-06 }, { "score": -1.5181376934051514, "text": "Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 1.8411027789856877e-06 }, { "score": -1.6402876377105713, "text": "Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 1.6294047827783233e-06 }, { "score": -1.7416244745254517, "text": "Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 1.472376772856463e-06 }, { "score": -1.812503457069397, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 1.3716288357584526e-06 }, { "score": -2.15371036529541, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED", "probability": 9.751071238595615e-07 }, { "score": -2.3987948894500732, "text": "3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 7.631562632526291e-07 }, { "score": -2.426422595977783, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 7.423605970026085e-07 }, { "score": -2.520944833755493, "text": "3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 6.754052405679051e-07 }, { "score": -2.7457470893859863, "text": "ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 5.394286972702858e-07 }, { "score": -2.8463611602783203, "text": "AB", "probability": 4.877956365621623e-07 }, { "score": -2.9609663486480713, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "probability": 4.349762153489305e-07 }, { "score": -3.1078720092773438, "text": "A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 3.755477742996618e-07 }, { "score": -3.109257936477661, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ.", "probability": 3.750276529326701e-07 }, { "score": -3.1201858520507812, "text": "ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 3.709516938345692e-07 }, { "score": -3.139850616455078, "text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "probability": 3.6372827238546947e-07 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.060708999633789, "probability": 0.999999435607852 }, { "score": -3.9690279960632324, "text": "specified in the Termination Notice.", "probability": 1.0923792230244109e-07 }, { "score": -4.110143661499023, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 9.486099517881043e-08 }, { "score": -4.776397705078125, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 4.872335908893744e-08 }, { "score": -4.866305351257324, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 4.453391000937873e-08 }, { "score": -5.0273118019104, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 3.7911119934112324e-08 }, { "score": -5.376003742218018, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 2.6750483038748726e-08 }, { "score": -5.412749290466309, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 2.5785362409460516e-08 }, { "score": -5.527635097503662, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 2.2986823843808778e-08 }, { "score": -5.552089691162109, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 2.243150809195754e-08 }, { "score": -5.6130523681640625, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 2.1104871798526763e-08 }, { "score": -5.74818754196167, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 1.8437169913785353e-08 }, { "score": -5.889302730560303, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 1.6010640658593737e-08 }, { "score": -6.0120038986206055, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability.", "probability": 1.4161859132279743e-08 }, { "score": -6.149118900299072, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 1.2347299468209638e-08 }, { "score": -6.218358516693115, "text": "This agreement is made effective Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc.", "probability": 1.1521302996736617e-08 }, { "score": -6.30966854095459, "text": "Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.\n\n10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 1.0515893001275868e-08 }, { "score": -6.380650997161865, "text": "ABW understands and acknowledges the proprietary nature of the HYPERFEED and SOFTWARE provided by PCQ and that said HYPERFEED and SOFTWARE have been developed as a trade secret of PCQ and at its expense. ABW agrees to hold said information in the same manner as ABW deals with its own proprietary information and trade secrets.", "probability": 9.795325438031462e-09 }, { "score": -6.449517250061035, "text": "PCQ shall not be responsible for, nor be in default under this Agreement due to delays or failure of performance resulting from Internet\n\nService Provider delivery problems or failure, or any communication or delivery problems associated with the Internet in general. Furthermore, PCQ and ABW shall not be responsible for nor in default due to acts or causes beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters. Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 9.143461401040619e-09 }, { "score": -6.566646099090576, "text": "D. Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.\n\n10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 8.132839900584414e-09 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Source Code Escrow": [ { "text": "", "score": 12.247495651245117, "probability": 0.9999978226894015 }, { "score": -2.3720197677612305, "text": "specified in the Termination Notice.", "probability": 4.475320882035977e-07 }, { "score": -2.462655782699585, "text": "specified in the Termination Notice.", "probability": 4.087534758111152e-07 }, { "score": -2.4875588417053223, "text": "EXCEPT AS", "probability": 3.986999650322946e-07 }, { "score": -2.9716649055480957, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 2.4569799099624124e-07 }, { "score": -3.380932331085205, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 1.6317702873178795e-07 }, { "score": -3.96451997756958, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 9.10353625806386e-08 }, { "score": -4.268627643585205, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability. If the support issue is of a complex nature that ABW is unable to solve, ABW may forward the call on to the PCQ technical support staff.", "probability": 6.716419982030973e-08 }, { "score": -4.574376106262207, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 4.9471260357630125e-08 }, { "score": -4.738207817077637, "text": "Such indemnification by PCQ shall only be effective if:", "probability": 4.199540431859778e-08 }, { "score": -4.95673942565918, "text": "It is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 3.375162562175703e-08 }, { "score": -5.007098197937012, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 3.209402290466619e-08 }, { "score": -5.0847673416137695, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 2.9695652860860057e-08 }, { "score": -5.138827323913574, "text": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 2.8132927415613763e-08 }, { "score": -5.211317539215088, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability.", "probability": 2.616572816505045e-08 }, { "score": -5.273960113525391, "text": "specified", "probability": 2.457692254868837e-08 }, { "score": -5.306211471557617, "text": "AS", "probability": 2.3796928954602057e-08 }, { "score": -5.362252235412598, "text": "ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 2.2500010434722865e-08 }, { "score": -5.386894226074219, "text": "D. Such indemnification by PCQ shall only be effective if:", "probability": 2.1952340934124385e-08 }, { "score": -5.425658226013184, "text": "ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 2.1117662642450766e-08 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Post-Termination Services": [ { "score": 13.219564437866211, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.5318941081486254 }, { "score": 12.433917999267578, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.24245060189407028 }, { "text": "", "score": 12.32085132598877, "probability": 0.21653047784900897 }, { "score": 8.39869499206543, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.0042869476615349685 }, { "score": 7.403944969177246, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.0015853813155152197 }, { "score": 6.998319625854492, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective", "probability": 0.001056751534634283 }, { "score": 6.733910083770752, "text": "I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.0008112249178070023 }, { "score": 5.807106018066406, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective", "probability": 0.00032109636606219904 }, { "score": 5.757074356079102, "text": "I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.00030542664093109463 }, { "score": 5.329808235168457, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability.", "probability": 0.00019922672563400904 }, { "score": 4.723952770233154, "text": "Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.00010869959149726488 }, { "score": 4.561755180358887, "text": "Upon", "probability": 9.242434760641903e-05 }, { "score": 4.527591705322266, "text": "Upon", "probability": 8.932013792469351e-05 }, { "score": 4.318047523498535, "text": "ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 7.243450609038282e-05 }, { "score": 3.9679670333862305, "text": "specified in the Termination Notice.", "probability": 5.1039625376033304e-05 }, { "score": 3.753626585006714, "text": ".", "probability": 4.119273273290156e-05 }, { "score": 3.545499801635742, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 3.3452785861225206e-05 }, { "score": 3.4589333534240723, "text": "termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 3.067870050669666e-05 }, { "score": 3.062559127807617, "text": "ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 2.0639245683835408e-05 }, { "score": 2.973217487335205, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 1.8875272896953504e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Audit Rights": [ { "text": "", "score": 12.230464935302734, "probability": 0.9999958404724016 }, { "score": -0.5046696662902832, "text": "ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 2.9457745771537236e-06 }, { "score": -3.073133945465088, "text": "specified in the Termination Notice.", "probability": 2.2580296814397447e-07 }, { "score": -3.0790011882781982, "text": "ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 2.244820062933712e-07 }, { "score": -3.119690418243408, "text": "This agreement does not violate any agency requirements and PCQ has the right to enter into this agreement from its information providers.", "probability": 2.155313390645259e-07 }, { "score": -4.097162246704102, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 8.109606952551426e-08 }, { "score": -4.422877788543701, "text": "E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 5.855221695106652e-08 }, { "score": -4.449033737182617, "text": "ABW also agrees to include the following disclaimer on the access page to the co-branded service", "probability": 5.7040583454806655e-08 }, { "score": -4.73281717300415, "text": "agreements before access to the quote servers will be provided to ABW clients by PCQ. PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 4.294754851287118e-08 }, { "score": -4.736085891723633, "text": "ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 4.280739424432199e-08 }, { "score": -4.810030460357666, "text": "D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 3.975621900225416e-08 }, { "score": -4.830220699310303, "text": "PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 3.896158040638153e-08 }, { "score": -5.016913890838623, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 3.23263553061083e-08 }, { "score": -5.151459693908691, "text": "AB", "probability": 2.8256882272822058e-08 }, { "score": -5.224465370178223, "text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.", "probability": 2.6267472113081705e-08 }, { "score": -5.234774589538574, "text": "\"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service:", "probability": 2.5998066050161414e-08 }, { "score": -5.405834197998047, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.", "probability": 2.1910424850017956e-08 }, { "score": -5.513174057006836, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability.", "probability": 1.968038953947237e-08 }, { "score": -5.688599586486816, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability. If the support issue is of a complex nature that ABW is unable to solve, ABW may forward the call on to the PCQ technical support staff.", "probability": 1.6513812560977187e-08 }, { "score": -5.731414794921875, "text": "ABW also agrees to include the following disclaimer on the access page to the co-branded service:\n\n \"PC Quote is not subject to liability for truth, accuracy, or completeness of the market data information nor is PC Quote liable for errors, mistakes or omissions in the data or for any delays or interruptions in the end user's receipt of the data.", "probability": 1.5821692590803597e-08 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Uncapped Liability": [ { "score": 13.416213035583496, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "probability": 0.19519630160156412 }, { "score": 13.356002807617188, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 0.18379031200998192 }, { "score": 13.286233901977539, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 0.17140455712664 }, { "score": 13.171426773071289, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.15281368963539596 }, { "score": 12.97608757019043, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.1256977557844187 }, { "score": 12.562721252441406, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 0.08313900316732126 }, { "text": "", "score": 12.336397171020508, "probability": 0.06629999770147167 }, { "score": 9.982022285461426, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 0.006295373364171841 }, { "score": 9.786683082580566, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 0.005178294599060029 }, { "score": 8.882340431213379, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.002096214549695343 }, { "score": 8.765730857849121, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT", "probability": 0.0018654896197763979 }, { "score": 8.68700122833252, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.001724253011415535 }, { "score": 8.178827285766602, "text": "C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "probability": 0.0010372987488236666 }, { "score": 8.118617057800293, "text": "C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 0.000976685824114702 }, { "score": 7.966753005981445, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY", "probability": 0.0008390757399477011 }, { "score": 7.896983623504639, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY", "probability": 0.0007825294785628218 }, { "score": 7.507884502410889, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY", "probability": 0.0005302944789442696 }, { "score": 6.239001274108887, "text": "The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.", "probability": 0.00014908986494739488 }, { "score": 5.899110317230225, "text": " IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00010612931333489544 }, { "score": 5.586719989776611, "text": "Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.", "probability": 7.765438041182361e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Cap On Liability": [ { "score": 13.225651741027832, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 0.2522566329659517 }, { "score": 13.064931869506836, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 0.21480423588471517 }, { "score": 13.062234878540039, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.21422569131632466 }, { "score": 13.02195930480957, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "probability": 0.20576906944788748 }, { "text": "", "score": 12.112415313720703, "probability": 0.08286481348868825 }, { "score": 9.809593200683594, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT", "probability": 0.008284517519445332 }, { "score": 9.61298656463623, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.006805844836026011 }, { "score": 9.168803215026855, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY", "probability": 0.004364913743224781 }, { "score": 9.00808334350586, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY", "probability": 0.003716857512494601 }, { "score": 8.32216739654541, "text": "C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 0.0018719161953508585 }, { "score": 8.279194831848145, "text": "C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "probability": 0.0017931790405125087 }, { "score": 7.727901458740234, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nSPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.", "probability": 0.001033237081766875 }, { "score": 7.378396511077881, "text": "ITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.0007284704071039047 }, { "score": 7.094513416290283, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.\n\n C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 0.0005484323349744522 }, { "score": 7.051540851593018, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.\n\n C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "probability": 0.0005253639936755793 }, { "score": 5.358746528625488, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 9.666941072063886e-05 }, { "score": 5.242912292480469, "text": "THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 8.609598551716109e-05 }, { "score": 5.156702041625977, "text": "THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 7.898457132225296e-05 }, { "score": 5.07624626159668, "text": "PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 7.28787246617544e-05 }, { "score": 5.066827774047852, "text": "C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT", "probability": 7.219553963610073e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Liquidated Damages": [ { "score": 12.355949401855469, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "probability": 0.34101044434655925 }, { "score": 12.18465805053711, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.2873272339098677 }, { "text": "", "score": 12.10749626159668, "probability": 0.2659903327664397 }, { "score": 10.925911903381348, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.08160378183576386 }, { "score": 8.445658683776855, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT", "probability": 0.006832033687526421 }, { "score": 8.252272605895996, "text": "D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.005630714308128614 }, { "score": 8.028265953063965, "text": "C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "probability": 0.004500685221394925 }, { "score": 7.876104831695557, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.003865413009673488 }, { "score": 6.498754024505615, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 0.0009750346482460399 }, { "score": 5.658633232116699, "text": "Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.0004208818759579126 }, { "score": 5.559491157531738, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00038115653358479647 }, { "score": 5.292634963989258, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 0.00029188326545940933 }, { "score": 5.237240314483643, "text": "PERCENTAGE RATE of 12% on the outstanding balance.", "probability": 0.0002761541700787087 }, { "score": 5.09649133682251, "text": "NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00023989715708196358 }, { "score": 4.706256866455078, "text": "Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL", "probability": 0.00016238594021979812 }, { "score": 4.396698951721191, "text": "specified in the Termination Notice.", "probability": 0.0001191541382347504 }, { "score": 4.174440383911133, "text": "ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.\n\n B. The charges for the services set forth in this Agreement shall be invoiced monthly. ABW agrees to pay said charges within thirty (30) days of the monthly invoice date. ABW may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n C. All payments will be made in US Dollars drawn on a US bank. ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n D. Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.", "probability": 9.540770748465408e-05 }, { "score": 4.162724018096924, "text": "IN", "probability": 9.429639884426508e-05 }, { "score": 4.148228645324707, "text": "OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 9.29393962815002e-05 }, { "score": 4.117974281311035, "text": "C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT", "probability": 9.016968317226948e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Warranty Duration": [ { "score": 11.833452224731445, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 0.46377910751516876 }, { "text": "", "score": 11.690645217895508, "probability": 0.40206001585493917 }, { "score": 10.06551742553711, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 0.07916019454026368 }, { "score": 9.231678009033203, "text": "Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.03438547241921729 }, { "score": 8.294950485229492, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay", "probability": 0.01347595030649362 }, { "score": 6.663088798522949, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.002635426296536694 }, { "score": 6.0126495361328125, "text": "A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.", "probability": 0.0013752089578044557 }, { "score": 5.588852405548096, "text": "Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later", "probability": 0.0009001521794264548 }, { "score": 5.159488677978516, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days,", "probability": 0.0005859298717959697 }, { "score": 4.372524261474609, "text": "Should", "probability": 0.00026672967523174395 }, { "score": 4.110050201416016, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days,", "probability": 0.0002051541469977316 }, { "score": 4.087353229522705, "text": "such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 0.0002005502143962205 }, { "score": 4.059670925140381, "text": "PCQ shall not be responsible for, nor be in default under this Agreement due to delays or failure of performance resulting from Internet\n\nService Provider delivery problems or failure, or any communication or delivery problems associated with the Internet in general. Furthermore, PCQ and ABW shall not be responsible for nor in default due to acts or causes beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters. Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 0.0001950746599595199 }, { "score": 3.9342384338378906, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay", "probability": 0.0001720783447037502 }, { "score": 3.7293612957000732, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.\n\n C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "probability": 0.00014020038594780306 }, { "score": 3.6820316314697266, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 0.00013371933162255618 }, { "score": 3.5188701152801514, "text": "Service Provider delivery problems or failure, or any communication or delivery problems associated with the Internet in general. Furthermore, PCQ and ABW shall not be responsible for nor in default due to acts or causes beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters. Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 0.00011358841801705669 }, { "score": 3.165196418762207, "text": "Should", "probability": 7.97508859342152e-05 }, { "score": 3.020263671875, "text": "Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n 3. Payment For Service\n\n A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later", "probability": 6.899093392747027e-05 }, { "score": 2.986569404602051, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.\n\n C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT", "probability": 6.670506161579087e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Insurance": [ { "text": "", "score": 12.080577850341797, "probability": 0.9999992451516524 }, { "score": -2.865004062652588, "text": "specified in the Termination Notice.", "probability": 3.230099633731419e-07 }, { "score": -4.21892786026001, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability.", "probability": 8.340926309612808e-08 }, { "score": -4.416741371154785, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 6.843920689293928e-08 }, { "score": -4.874211311340332, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 4.331400052109215e-08 }, { "score": -4.8847126960754395, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability. If the support issue is of a complex nature that ABW is unable to solve, ABW may forward the call on to the PCQ technical support staff.", "probability": 4.286152351299783e-08 }, { "score": -5.059075832366943, "text": "Such indemnification by PCQ shall only be effective if:", "probability": 3.60033287474726e-08 }, { "score": -5.483860015869141, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date", "probability": 2.3542968912054718e-08 }, { "score": -5.7882561683654785, "text": "ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:", "probability": 1.7364555065682158e-08 }, { "score": -5.87315559387207, "text": "D. Such indemnification by PCQ shall only be effective if:", "probability": 1.5951161340293574e-08 }, { "score": -6.015377998352051, "text": "Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.\n\n10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 1.3836489005105403e-08 }, { "score": -6.067061424255371, "text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 1.3139537407139049e-08 }, { "score": -6.096800327301025, "text": "specified", "probability": 1.2754535125216103e-08 }, { "score": -6.228135108947754, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.\n\n4. Technical Support\n\n A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability.", "probability": 1.1184759836761139e-08 }, { "score": -6.363938808441162, "text": "specified in the Termination Notice", "probability": 9.764451798388463e-09 }, { "score": -6.40078067779541, "text": "Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.", "probability": 9.41125726340205e-09 }, { "score": -6.4259490966796875, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 9.17734672498395e-09 }, { "score": -6.477822303771973, "text": "Such indemnification by PCQ shall only be effective if:", "probability": 8.713424897494753e-09 }, { "score": -6.719846248626709, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.", "probability": 6.840364249922866e-09 }, { "score": -6.829458236694336, "text": "D. Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.\n\n10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "probability": 6.130209926140365e-09 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Covenant Not To Sue": [ { "text": "", "score": 12.041412353515625, "probability": 0.978741591429692 }, { "score": 7.403935432434082, "text": "ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 0.009476269584267038 }, { "score": 6.7250075340271, "text": "ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:", "probability": 0.0048059889430092624 }, { "score": 6.487171173095703, "text": "Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 0.0037887133490466162 }, { "score": 5.022023677825928, "text": "ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 0.0008753591501249195 }, { "score": 4.75536584854126, "text": "Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 0.000670468304485814 }, { "score": 4.385888576507568, "text": "ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:", "probability": 0.00046335762220616204 }, { "score": 4.195745944976807, "text": "1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 0.0003831231686243853 }, { "score": 3.504256248474121, "text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 0.0001918793578637209 }, { "score": 3.040600538253784, "text": "ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.", "probability": 0.0001206882916725056 }, { "score": 2.708704710006714, "text": "ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.\n\n 2. Any and all claims, liabilities, or obligations resulting from ABW's misrepresentations, negligence, willful misconduct, breach of warranty or non-performance of any of the covenants or obligations under this Agreement or from any misrepresentations or omissions made by ABW to PCQ, including specifically, but not limited to, any authority required of ABW pursuant to Section 6 hereof.", "probability": 8.660134023552872e-05 }, { "score": 2.577780246734619, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "probability": 7.597397354931933e-05 }, { "score": 2.534283399581909, "text": "A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 7.274018487809761e-05 }, { "score": 2.442047119140625, "text": "Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.\n\n 2. Any and all claims, liabilities, or obligations resulting from ABW's misrepresentations, negligence, willful misconduct, breach of warranty or non-performance of any of the covenants or obligations under this Agreement or from any misrepresentations or omissions made by ABW to PCQ, including specifically, but not limited to, any authority required of ABW pursuant to Section 6 hereof.", "probability": 6.63310226311518e-05 }, { "score": 1.9489119052886963, "text": "1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 4.0508931752294595e-05 }, { "score": 1.8553553819656372, "text": "A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:", "probability": 3.6890938934746346e-05 }, { "score": 1.854797601699829, "text": "ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service", "probability": 3.687036763468736e-05 }, { "score": 1.6538547277450562, "text": "A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 3.015845482841798e-05 }, { "score": 1.2688713073730469, "text": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "probability": 2.052168001394418e-05 }, { "score": 1.0177196264266968, "text": "A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:", "probability": 1.5963904549022534e-05 } ], "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Third Party Beneficiary": [ { "text": "", "score": 11.97201156616211, "probability": 0.9999923678540601 }, { "score": -1.0432159900665283, "text": "ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 2.2261538591073246e-06 }, { "score": -1.65114426612854, "text": "specified in the Termination Notice.", "probability": 1.2120911529195153e-06 }, { "score": -2.1633365154266357, "text": "Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 7.262614857465421e-07 }, { "score": -2.627641201019287, "text": "Such indemnification by PCQ shall only be effective if:", "probability": 4.5650764075776766e-07 }, { "score": -2.6876864433288574, "text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.", "probability": 4.299032551197475e-07 }, { "score": -2.726111888885498, "text": "ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:", "probability": 4.136973838755334e-07 }, { "score": -2.8401198387145996, "text": "1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 3.691218476234129e-07 }, { "score": -2.9881784915924072, "text": "A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 3.183234954586928e-07 }, { "score": -3.3086981773376465, "text": "C. PCQ acknowledges the confidential nature of ABW's use of the SOFTWARE and HYPERFEED during the initial term of this agreement. Due to the unannounced platform on which ABW shall make available its electronic service to its client during this initial term, PCQ shall in no way disclose to other parties the substance nor acknowledge the existence of this agreement. Any advertising or disclosure of the relationship between the parties, use of either's marks, names or reference by the other shall be approved by both parties prior to release.\n\n9. Indemnification\n\n A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 2.3103020539784926e-07 }, { "score": -3.739093780517578, "text": "PCQ acknowledges the confidential nature of ABW's use of the SOFTWARE and HYPERFEED during the initial term of this agreement. Due to the unannounced platform on which ABW shall make available its electronic service to its client during this initial term, PCQ shall in no way disclose to other parties the substance nor acknowledge the existence of this agreement. Any advertising or disclosure of the relationship between the parties, use of either's marks, names or reference by the other shall be approved by both parties prior to release.\n\n9. Indemnification\n\n A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service.", "probability": 1.502278074117534e-07 }, { "score": -3.745769500732422, "text": "In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified in the Termination Notice.", "probability": 1.4922826863365077e-07 }, { "score": -3.7801156044006348, "text": "EXCEPT AS", "probability": 1.4418987886459668e-07 }, { "score": -3.8108482360839844, "text": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.\n\n I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "probability": 1.3982594547434262e-07 }, { "score": -3.8575620651245117, "text": "Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.", "probability": 1.33444354868685e-07 }, { "score": -3.88838267326355, "text": "specified in the Termination Notice.", "probability": 1.2939425260392916e-07 }, { "score": -4.094254016876221, "text": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 1.0531887172393242e-07 }, { "score": -4.122289657592773, "text": "ABW and all of its subsidiaries and related companies.", "probability": 1.0240719573810572e-07 }, { "score": -4.134909629821777, "text": "Such indemnification by PCQ shall only be effective if:\n\n 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim.", "probability": 1.0112294044943836e-07 }, { "score": -4.209057807922363, "text": "C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS", "probability": 9.389609801705748e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Document Name": [ { "score": 14.185564994812012, "text": "AGENCY AGREEMENT", "probability": 0.300193997657568 }, { "score": 13.658212661743164, "text": "AGENCY AGREEMENT", "probability": 0.17716413007242335 }, { "score": 13.251104354858398, "text": "AGENCY AGREEMENT", "probability": 0.11791550216020522 }, { "score": 13.189376831054688, "text": "AGENCY AGREEMENT\n\nTHIS AGENCY AGREEMENT", "probability": 0.1108569643369108 }, { "score": 12.46963119506836, "text": "AGENCY AGREEMENT INSTRUCTIONS", "probability": 0.05397360467665689 }, { "score": 12.322434425354004, "text": "AGENCY AGREEMENT INSTRUCTIONS", "probability": 0.04658592025666185 }, { "score": 12.263277053833008, "text": "AGENCY AGREEMENT,", "probability": 0.043909951653728393 }, { "score": 11.98508071899414, "text": "AGENCY AGREEMENT", "probability": 0.033246338764830956 }, { "score": 11.794441223144531, "text": "AGENCY AGREEMENT\n\nTHIS AGENCY AGREEMENT,", "probability": 0.027475787240469937 }, { "score": 11.759316444396973, "text": "AGENCY AGREEMENT, dated", "probability": 0.026527458705743738 }, { "score": 11.290480613708496, "text": "AGENCY AGREEMENT\n\nTHIS AGENCY AGREEMENT, dated", "probability": 0.01659903470578017 }, { "score": 10.96876049041748, "text": "AGENCY AGREEMENT, dated November 9, 2005 (\"Agreement\"), between General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below).\n\nRECITALS:\n\nWHEREAS, Lessor and the Company have entered into a Master Lease Agreement", "probability": 0.012032657601891173 }, { "score": 10.53126049041748, "text": "AGENCY AGREEMENT, dated November 9, 2005 (\"", "probability": 0.007768867649672408 }, { "score": 10.499924659729004, "text": "AGENCY AGREEMENT\n\nTHIS AGENCY AGREEMENT, dated November 9, 2005 (\"Agreement\"), between General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below).\n\nRECITALS:\n\nWHEREAS, Lessor and the Company have entered into a Master Lease Agreement", "probability": 0.007529198456289195 }, { "text": "", "score": 10.448638916015625, "probability": 0.007152792541676735 }, { "score": 10.062424659729004, "text": "AGENCY AGREEMENT\n\nTHIS AGENCY AGREEMENT, dated November 9, 2005 (\"", "probability": 0.004861215888486279 }, { "score": 9.570369720458984, "text": "AGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 0.0029719956112879155 }, { "score": 9.384297370910645, "text": "AGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement", "probability": 0.0024673909593751738 }, { "score": 7.574037551879883, "text": "AGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement", "probability": 0.00040369383664293505 }, { "score": 7.469152450561523, "text": "AGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement", "probability": 0.00036349722369905137 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Parties": [ { "score": 12.97520637512207, "text": "Duckwall-Alco Stores, Inc.,", "probability": 0.17457705623285322 }, { "score": 12.911144256591797, "text": "General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc.,", "probability": 0.16374397969848667 }, { "score": 12.675592422485352, "text": "General Electric Capital Corporation", "probability": 0.12937980126175205 }, { "score": 12.378610610961914, "text": "Lessor\"), and Duckwall-Alco Stores, Inc.,", "probability": 0.09613663521115705 }, { "score": 12.326459884643555, "text": "General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor", "probability": 0.09125152792364986 }, { "score": 11.793926239013672, "text": "Lessor", "probability": 0.053575190175603846 }, { "score": 11.639001846313477, "text": "General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"),", "probability": 0.04588607519405243 }, { "text": "", "score": 11.547558784484863, "probability": 0.0418762414608688 }, { "score": 11.498376846313477, "text": "together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc.,", "probability": 0.03986651300140172 }, { "score": 11.106468200683594, "text": "Lessor\"),", "probability": 0.026940427857715676 }, { "score": 10.913692474365234, "text": "together with its successors and assigns, if any, \"Lessor", "probability": 0.022216879246886784 }, { "score": 10.667919158935547, "text": "Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 0.017375810033255557 }, { "score": 10.623245239257812, "text": "Electric Capital Corporation", "probability": 0.016616648115260427 }, { "score": 10.58714771270752, "text": "Duckwall-Alco Stores, Inc.", "probability": 0.01602752512915022 }, { "score": 10.318805694580078, "text": "Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 0.012255386401923215 }, { "score": 10.271241188049316, "text": "General Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 0.011686110970370341 }, { "score": 10.228113174438477, "text": "Duckwall-Alco Stores, Inc.", "probability": 0.011192825878333798 }, { "score": 10.226234436035156, "text": "together with its successors and assigns, if any, \"Lessor\"),", "probability": 0.011171817227573435 }, { "score": 10.124923706054688, "text": "General Electric Capital Corporation", "probability": 0.01009543718694361 }, { "score": 9.90816879272461, "text": "General Electric Capital Corporation", "probability": 0.008128111792761494 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Agreement Date": [ { "score": 15.032779693603516, "text": "November 9, 2005", "probability": 0.9667579836985726 }, { "text": "", "score": 10.933042526245117, "probability": 0.01602597785249408 }, { "score": 10.741147994995117, "text": "November 9, 2005 (\"", "probability": 0.01322774463608317 }, { "score": 8.042546272277832, "text": "AGENCY AGREEMENT, dated November 9, 2005", "probability": 0.0008902212669669955 }, { "score": 7.761275291442871, "text": "9, 2005", "probability": 0.0006719601684062251 }, { "score": 7.7217864990234375, "text": "November 9, 2005 (\"Agreement\"),", "probability": 0.0006459423595778347 }, { "score": 7.211250305175781, "text": "October 31, 2006", "probability": 0.0003876776050080108 }, { "score": 7.149499893188477, "text": "November 9, 2005 (\"Agreement\"), between General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below).\n\nRECITALS:\n\nWHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005", "probability": 0.00036446250065942507 }, { "score": 6.682847023010254, "text": ", 2005", "probability": 0.00022855360937032828 }, { "score": 6.676612377166748, "text": "November 9", "probability": 0.00022713309137434624 }, { "score": 6.276191711425781, "text": "November", "probability": 0.00015218783059230443 }, { "score": 5.879270553588867, "text": "November 9, 2005 (\"Agreement", "probability": 0.00010232912432589846 }, { "score": 5.686544418334961, "text": "THIS AGENCY AGREEMENT, dated November 9, 2005", "probability": 8.439162716321122e-05 }, { "score": 5.430732250213623, "text": "dated November 9, 2005", "probability": 6.534337281757262e-05 }, { "score": 5.349195957183838, "text": "November 9,", "probability": 6.022693824040516e-05 }, { "score": 5.193019390106201, "text": "November 9, 2005 (\"Ag", "probability": 5.151861322538759e-05 }, { "score": 4.1154704093933105, "text": "AGENCY AGREEMENT\n\nTHIS AGENCY AGREEMENT, dated November 9, 2005", "probability": 1.7538424918524202e-05 }, { "score": 4.109418869018555, "text": "2005", "probability": 1.743261092376977e-05 }, { "score": 3.7509143352508545, "text": "AGENCY AGREEMENT, dated November 9, 2005 (\"", "probability": 1.2180521888708009e-05 }, { "score": 3.4696433544158936, "text": "9, 2005 (\"", "probability": 9.19414739157809e-06 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Effective Date": [ { "score": 14.239463806152344, "text": "November 9, 2005", "probability": 0.5792784861652207 }, { "score": 13.246275901794434, "text": "October 31, 2006", "probability": 0.21456129077148292 }, { "score": 12.29586124420166, "text": "Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.08294525217625556 }, { "score": 11.689918518066406, "text": "October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.04525160104306337 }, { "text": "", "score": 11.402939796447754, "probability": 0.033962579992514834 }, { "score": 10.739503860473633, "text": "Expiration Date and Last Delivery Date: October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.01749339522707169 }, { "score": 10.491241455078125, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.013647563243003957 }, { "score": 9.964202880859375, "text": "November 9, 2005 (\"", "probability": 0.008056848011648087 }, { "score": 8.514605522155762, "text": "November 9, 2005 (\"Agreement\"), between General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below).\n\nRECITALS:\n\nWHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005", "probability": 0.0018906582630780985 }, { "score": 7.2424750328063965, "text": "October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company", "probability": 0.0005298266329584723 }, { "score": 7.179411888122559, "text": "Last Delivery Date: October 31, 2006", "probability": 0.000497445847150559 }, { "score": 6.854733467102051, "text": "Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.00035953383145629405 }, { "score": 6.6585612297058105, "text": "9, 2005", "probability": 0.00029549030937308003 }, { "score": 6.325285911560059, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.00021174034243630552 }, { "score": 6.296775817871094, "text": "piration Date and Last Delivery Date: October 31, 2006", "probability": 0.00020578884739803265 }, { "score": 6.292060375213623, "text": "Expiration Date and Last Delivery Date: October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company", "probability": 0.00020482074619527677 }, { "score": 6.174417018890381, "text": "November 9", "probability": 0.00018208831770548498 }, { "score": 6.047870635986328, "text": "November", "probability": 0.0001604440764611456 }, { "score": 6.043797969818115, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company", "probability": 0.0001597919701061497 }, { "score": 5.62725305557251, "text": "Delivery Date: October 31, 2006", "probability": 0.00010535418542005722 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Expiration Date": [ { "score": 12.81136703491211, "text": "Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.32692722747069886 }, { "score": 12.739287376403809, "text": "Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.3041916534248875 }, { "score": 11.949501037597656, "text": "Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.1380852989934063 }, { "text": "", "score": 11.447272300720215, "probability": 0.08356651202510768 }, { "score": 11.40073013305664, "text": "Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.07976626720157445 }, { "score": 10.736372947692871, "text": "October 31, 2006", "probability": 0.04104805743892359 }, { "score": 9.77037239074707, "text": "October 31, 2006", "probability": 0.015622980761447441 }, { "score": 8.459343910217285, "text": "Basic Term (No. of Months): To be mutually agreed upon by Company and Lessor\n\n4. Equipment Type: To be mutually agreed upon by Company and Lessor\n\n5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.0042110603284580515 }, { "score": 8.389177322387695, "text": "5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.003925712595089349 }, { "score": 6.710478782653809, "text": "3. Basic Term (No. of Months): To be mutually agreed upon by Company and Lessor\n\n4. Equipment Type: To be mutually agreed upon by Company and Lessor\n\n5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.0007326034993075561 }, { "score": 6.1501688957214355, "text": "piration Date and Last Delivery Date: October 31, 2006", "probability": 0.0004183401007926555 }, { "score": 5.802140235900879, "text": "piration Date and Last Delivery Date: October 31, 2006", "probability": 0.00029538100935707035 }, { "score": 5.737029552459717, "text": "Last Delivery Date: October 31, 2006", "probability": 0.00027676129857984015 }, { "score": 5.530514717102051, "text": "Last Delivery Date: October 31, 2006", "probability": 0.00022512156863601068 }, { "score": 5.506832599639893, "text": "To be mutually agreed upon by Company and Lessor\n\n5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.0002198528466916676 }, { "score": 4.916312217712402, "text": "The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\":\n\n1. Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00\n\n2. Basic Term Lease Rate Factor: To be mutually agreed upon by Company and Lessor\n\n3. Basic Term (No. of Months): To be mutually agreed upon by Company and Lessor\n\n4. Equipment Type: To be mutually agreed upon by Company and Lessor\n\n5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.00012180702887590412 }, { "score": 4.83359432220459, "text": "Expiration Date and Last Delivery Date: October 31, 2006\n", "probability": 0.0001121368686181187 }, { "score": 4.770483016967773, "text": "Equipment Type: To be mutually agreed upon by Company and Lessor\n\n5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 0.0001052784622525816 }, { "score": 4.492001056671143, "text": "4. Equipment Type: To be mutually agreed upon by Company and Lessor\n\n5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 7.968862882585735e-05 }, { "score": 4.337175369262695, "text": "5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 6.825844846941838e-05 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Renewal Term": [ { "text": "", "score": 11.343467712402344, "probability": 0.9999579330538548 }, { "score": 0.6680940389633179, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 2.3106057594859985e-05 }, { "score": -0.6220542192459106, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 6.359479653293291e-06 }, { "score": -1.066794514656067, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 4.076367458646429e-06 }, { "score": -1.743625283241272, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 2.071712364398205e-06 }, { "score": -2.002826690673828, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 1.5986732828582137e-06 }, { "score": -2.356942892074585, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 1.1219383798318213e-06 }, { "score": -2.720658302307129, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 7.798470060899444e-07 }, { "score": -3.1243977546691895, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 5.207959435824751e-07 }, { "score": -3.4785139560699463, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 3.654911628480178e-07 }, { "score": -3.767672538757324, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 2.7371393220711274e-07 }, { "score": -3.8049263954162598, "text": "In", "probability": 2.6370463270583396e-07 }, { "score": -3.9656777381896973, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company", "probability": 2.2454549085439772e-07 }, { "score": -3.9700849056243896, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 2.2355805876701782e-07 }, { "score": -4.046239376068115, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:", "probability": 2.0716522859571694e-07 }, { "score": -4.101430892944336, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.960412632323896e-07 }, { "score": -4.216485023498535, "text": "October 31, 2006", "probability": 1.747350860910293e-07 }, { "score": -4.237966537475586, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for", "probability": 1.710215409843094e-07 }, { "score": -4.251921653747559, "text": "Basic Term (No. of Months): To be mutually agreed upon by Company and Lessor\n\n4. Equipment Type: To be mutually agreed upon by Company and Lessor\n\n5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "probability": 1.6865149111846084e-07 }, { "score": -4.283269882202148, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.6344657434303864e-07 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.649419784545898, "probability": 0.9994120059871024 }, { "score": 3.702730655670166, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.00035362366772656 }, { "score": 2.527771472930908, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.00010921015782936594 }, { "score": 1.7758355140686035, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 5.148745164170689e-05 }, { "score": 0.6926089525222778, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 1.7428582989182666e-05 }, { "score": 0.0789027214050293, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 9.43480327337283e-06 }, { "score": -0.136275053024292, "text": "(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 7.608207154979691e-06 }, { "score": -0.1778496503829956, "text": "October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 7.298384016792139e-06 }, { "score": -0.41869378089904785, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company", "probability": 5.7362680052178555e-06 }, { "score": -0.8882108926773071, "text": "(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 3.586912174247366e-06 }, { "score": -0.9131321907043457, "text": "Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 3.498626335078817e-06 }, { "score": -0.9297854900360107, "text": "October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 3.4408451227605925e-06 }, { "score": -1.0960566997528076, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 2.9137645552332426e-06 }, { "score": -1.1094889640808105, "text": "5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 2.8748877855898393e-06 }, { "score": -1.5492123365402222, "text": "3. Basic Term (No. of Months): To be mutually agreed upon by Company and Lessor\n\n4. Equipment Type: To be mutually agreed upon by Company and Lessor\n\n5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 1.8520446961609908e-06 }, { "score": -1.5936532020568848, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company", "probability": 1.7715403181848413e-06 }, { "score": -1.6650680303573608, "text": "Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 1.649437921287798e-06 }, { "score": -1.6675200462341309, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder", "probability": 1.645398427792061e-06 }, { "score": -1.7095608711242676, "text": "In", "probability": 1.5776584203648627e-06 }, { "score": -1.8614248037338257, "text": "5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 1.3553745038314187e-06 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Governing Law": [ { "text": "", "score": 12.145946502685547, "probability": 0.9999993900459635 }, { "score": -3.3253138065338135, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.9094872142242445e-07 }, { "score": -4.1977386474609375, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 7.980451460441708e-08 }, { "score": -4.381608963012695, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 6.640084360484638e-08 }, { "score": -4.59783935546875, "text": "General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 5.348917884358836e-08 }, { "score": -4.954819679260254, "text": "Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 3.743099277392346e-08 }, { "score": -5.365745544433594, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 2.4818098863211663e-08 }, { "score": -5.549615859985352, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 2.0649742804080932e-08 }, { "score": -5.614230632781982, "text": "BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 1.935765776902828e-08 }, { "score": -5.776491165161133, "text": "General Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 1.6458261321573016e-08 }, { "score": -5.7767438888549805, "text": "General Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 1.6454102454521773e-08 }, { "score": -6.008121013641357, "text": ".", "probability": 1.3055346073239701e-08 }, { "score": -6.040968418121338, "text": "The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\":", "probability": 1.2633478399764462e-08 }, { "score": -6.131068706512451, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.1544972003267312e-08 }, { "score": -6.314939022064209, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 9.605921221515113e-09 }, { "score": -6.435166358947754, "text": "AGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 8.51775122571419e-09 }, { "score": -6.5311689376831055, "text": "General Electric Capital Corporation", "probability": 7.73805053197627e-09 }, { "score": -6.531454086303711, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 7.735844352100425e-09 }, { "score": -6.654183387756348, "text": "Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 6.842378030907984e-09 }, { "score": -6.710423946380615, "text": ".", "probability": 6.4681800471197256e-09 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Most Favored Nation": [ { "text": "", "score": 11.650738716125488, "probability": 0.8788522131471953 }, { "score": 8.420121192932129, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.034743733669524074 }, { "score": 7.892922401428223, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.020507700262756154 }, { "score": 7.538107395172119, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.014382115160772695 }, { "score": 7.468430995941162, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.013414135415345231 }, { "score": 7.113615989685059, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.009407375661524631 }, { "score": 6.691165924072266, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion.", "probability": 0.006165960731148887 }, { "score": 6.267124652862549, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor;", "probability": 0.004034985425209882 }, { "score": 5.993962287902832, "text": "Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule.", "probability": 0.003070499723276199 }, { "score": 5.876105785369873, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 0.002729132579145005 }, { "score": 5.837564468383789, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05;", "probability": 0.002625949395535639 }, { "score": 5.80436372756958, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05;", "probability": 0.0025401973232468903 }, { "score": 5.579290390014648, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 0.002028240009844188 }, { "score": 5.449548721313477, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05;", "probability": 0.0017814484299037328 }, { "score": 4.954000949859619, "text": "(v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.0010853244631014714 }, { "score": 4.524700164794922, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.0007065072617365206 }, { "score": 4.330428600311279, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.0005817622831247822 }, { "score": 4.303128719329834, "text": "(v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.0005660950715721023 }, { "score": 4.100208759307861, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.0004621280767434401 }, { "score": 3.7153377532958984, "text": "(v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment; (vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 0.0003144959092932306 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Compete": [ { "text": "", "score": 11.330825805664062, "probability": 0.9702795209045355 }, { "score": 7.777319431304932, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.027773374820691612 }, { "score": 4.311182498931885, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.0008675699721581777 }, { "score": 2.706821918487549, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following", "probability": 0.0001743972229109243 }, { "score": 2.698514699935913, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05;", "probability": 0.00017295446800259397 }, { "score": 2.52992844581604, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency", "probability": 0.00014612203299245888 }, { "score": 2.4619874954223633, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor;", "probability": 0.0001365241012000141 }, { "score": 2.3599841594696045, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor", "probability": 0.00012328488662540147 }, { "score": 2.172462224960327, "text": "Notwithstanding", "probability": 0.00010220451901347007 }, { "score": 1.3501455783843994, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 4.490994433271559e-05 }, { "score": 0.9107980728149414, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited", "probability": 2.894251849142269e-05 }, { "score": 0.8247232437133789, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by", "probability": 2.655550080609593e-05 }, { "score": 0.8144657611846924, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 2.62845004871806e-05 }, { "score": 0.42461609840393066, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.7798777365163412e-05 }, { "score": 0.27151620388031006, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.5272134190178807e-05 }, { "score": 0.22771930694580078, "text": "the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.461769785011895e-05 }, { "score": 0.19922733306884766, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (", "probability": 1.4207088103045309e-05 }, { "score": 0.13325929641723633, "text": "Notwithstanding any provision to the contrary herein,", "probability": 1.3300118774506984e-05 }, { "score": -0.017963647842407227, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 1.1433527196729979e-05 }, { "score": -0.08191156387329102, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder,", "probability": 1.0725264272589252e-05 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Exclusivity": [ { "text": "", "score": 12.125446319580078, "probability": 0.9999854544407086 }, { "score": -0.14780938625335693, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 4.6750520972051655e-06 }, { "score": -0.6467916965484619, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 2.8384496242875205e-06 }, { "score": -1.0145642757415771, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 1.9649865823504697e-06 }, { "score": -1.428654670715332, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 1.2987405952300666e-06 }, { "score": -1.6082137823104858, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.0852777124416286e-06 }, { "score": -2.5716724395751953, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 4.141103698458539e-07 }, { "score": -2.680105686187744, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 3.715558857367398e-07 }, { "score": -3.0222978591918945, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for", "probability": 2.6388334025500006e-07 }, { "score": -3.0463109016418457, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor", "probability": 2.576221740879172e-07 }, { "score": -3.072319269180298, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 2.510082237454004e-07 }, { "score": -3.103302240371704, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 2.4335048549592284e-07 }, { "score": -3.393531322479248, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.820485935964651e-07 }, { "score": -3.6711792945861816, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 1.3791336209768287e-07 }, { "score": -3.6753902435302734, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers", "probability": 1.373338370028237e-07 }, { "score": -3.9393630027770996, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:", "probability": 1.0547162600509378e-07 }, { "score": -4.038951873779297, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 9.547391777890436e-08 }, { "score": -4.193703651428223, "text": "Any", "probability": 8.178561073688288e-08 }, { "score": -4.301032543182373, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 7.346230580802314e-08 }, { "score": -4.37781286239624, "text": "Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 6.803294746006427e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.06108570098877, "probability": 0.9994104171486494 }, { "score": 3.5397868156433105, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.00019906311114842613 }, { "score": 2.992278575897217, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.00011513595830016492 }, { "score": 2.9826884269714355, "text": "hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 0.00011403706501067964 }, { "score": 2.540196418762207, "text": "hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor.\n\nSection 1.02 Powers. Except as may be otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement.\n\nSection 1.03 Master Lease. This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 7.32612279697505e-05 }, { "score": 2.196362257003784, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 5.1945617667804644e-05 }, { "score": 0.42332184314727783, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 8.821191427678556e-06 }, { "score": 0.3918311595916748, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 8.547734352688637e-06 }, { "score": 0.3289898633956909, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 8.027113217604613e-06 }, { "score": -1.2065422534942627, "text": "hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor.\n\nSection 1.02 Powers. Except as may be otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement.\n\nSection 1.03 Master Lease. This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EX", "probability": 1.7285671818399824e-06 }, { "score": -1.4619677066802979, "text": "Notwithstanding", "probability": 1.3389254557439718e-06 }, { "score": -1.5002224445343018, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers", "probability": 1.2886725476386526e-06 }, { "score": -1.6037662029266357, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor;", "probability": 1.1619142927575223e-06 }, { "score": -1.8123142719268799, "text": "Notwithstanding", "probability": 9.431978854271387e-07 }, { "score": -1.8811347484588623, "text": "hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor.\n\nSection 1.02 Powers. Except as may be otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement.\n\nSection 1.03 Master Lease. This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease.", "probability": 8.804698018674689e-07 }, { "score": -1.9488648176193237, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 8.228102059394346e-07 }, { "score": -2.0740363597869873, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency", "probability": 7.260029073615341e-07 }, { "score": -2.0824081897735596, "text": "here", "probability": 7.199503054792687e-07 }, { "score": -2.3109588623046875, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor", "probability": 5.728543620342911e-07 }, { "score": -2.3328194618225098, "text": "L", "probability": 5.604673097343719e-07 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.811708450317383, "probability": 0.9102605670947638 }, { "score": 9.210090637207031, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.06749902024475131 }, { "score": 7.068768501281738, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:", "probability": 0.007931093712092458 }, { "score": 6.930589199066162, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion.", "probability": 0.006907526710831006 }, { "score": 6.0967254638671875, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 0.0030004068902086253 }, { "score": 5.114959716796875, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05;", "probability": 0.0011240993783557837 }, { "score": 5.064465522766113, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor;", "probability": 0.0010687481052904914 }, { "score": 4.234675407409668, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 0.0004661246707137348 }, { "score": 3.6751208305358887, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor", "probability": 0.0002663732591845381 }, { "score": 3.5818607807159424, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following", "probability": 0.00024265447196433106 }, { "score": 3.5455214977264404, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment;", "probability": 0.00023399487709979076 }, { "score": 3.478642702102661, "text": "to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.00021885741106960553 }, { "score": 3.4585466384887695, "text": "Notwithstanding", "probability": 0.0002145031370374711 }, { "score": 3.127432346343994, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.00015403965526702382 }, { "score": 3.0301618576049805, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency", "probability": 0.00013976180521259362 }, { "score": 2.390498638153076, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 7.37201643963088e-05 }, { "score": 2.256784439086914, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited", "probability": 6.44933529687132e-05 }, { "score": 2.1663308143615723, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company;", "probability": 5.8915754815092504e-05 }, { "score": 1.7235040664672852, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05", "probability": 3.7836785512724644e-05 }, { "score": 1.7082102298736572, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion", "probability": 3.7262518464510185e-05 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.139947891235352, "probability": 0.9999761218822669 }, { "score": 0.8716999888420105, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.2771789293312648e-05 }, { "score": -0.058436453342437744, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 5.038469347095412e-06 }, { "score": -0.7641277313232422, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 2.487830528501392e-06 }, { "score": -1.589066982269287, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 1.090320626846622e-06 }, { "score": -2.0296075344085693, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 7.018267178595079e-07 }, { "score": -2.4990956783294678, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 4.388678703097887e-07 }, { "score": -3.674685001373291, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 1.3545088007620986e-07 }, { "score": -3.701918363571167, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 1.3181187329870543e-07 }, { "score": -3.7156198024749756, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer", "probability": 1.3001817713978177e-07 }, { "score": -3.733461380004883, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.2771901904478652e-07 }, { "score": -3.7576706409454346, "text": "Notwithstanding", "probability": 1.2466416308798138e-07 }, { "score": -3.7906079292297363, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.2062494914684522e-07 }, { "score": -3.941882610321045, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.0369059916579067e-07 }, { "score": -4.0906829833984375, "text": "General Electric Capital Corporation", "probability": 8.935445352088097e-08 }, { "score": -4.115225315093994, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 8.718817833870082e-08 }, { "score": -4.142458915710449, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 8.484577117438793e-08 }, { "score": -4.260096073150635, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 7.542946597952085e-08 }, { "score": -4.287700176239014, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:", "probability": 7.337577872720812e-08 }, { "score": -4.411370754241943, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 6.484003995434386e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.524723052978516, "probability": 0.9999943868363722 }, { "score": -1.3552961349487305, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 2.5484510847125523e-06 }, { "score": -2.6196846961975098, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 7.19712966287594e-07 }, { "score": -2.934786796569824, "text": "General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 5.251848911534617e-07 }, { "score": -2.9397311210632324, "text": "General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 5.225946154911602e-07 }, { "score": -3.9769792556762695, "text": "Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 1.8522252037424168e-07 }, { "score": -3.9819235801696777, "text": "Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 1.8430898041009338e-07 }, { "score": -4.074277877807617, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 1.6804962000741347e-07 }, { "score": -4.366300106048584, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 1.2549137922019606e-07 }, { "score": -4.441578388214111, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 1.1639141549961942e-07 }, { "score": -4.733601093292236, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 8.69154735074977e-08 }, { "score": -5.056451320648193, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 6.293395543851452e-08 }, { "score": -5.064443111419678, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 6.243300484663981e-08 }, { "score": -5.157069206237793, "text": "This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 5.6909823120334905e-08 }, { "score": -5.4237518310546875, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 4.3588150667377505e-08 }, { "score": -5.431743621826172, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 4.324119154613046e-08 }, { "score": -5.495946407318115, "text": ".", "probability": 4.0552229618253896e-08 }, { "score": -5.497952461242676, "text": ". Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 4.047096120054637e-08 }, { "score": -5.4983415603637695, "text": ". Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 4.045521704832995e-08 }, { "score": -5.503274440765381, "text": "Notwithstanding", "probability": 4.025614769732721e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Termination For Convenience": [ { "score": 13.752017974853516, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 0.5764007316773939 }, { "score": 12.468159675598145, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 0.1596437602176773 }, { "score": 12.279519081115723, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.13219845490314208 }, { "text": "", "score": 11.572868347167969, "probability": 0.06521265243323839 }, { "score": 10.756301879882812, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.028820502855003722 }, { "score": 10.313529968261719, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.018510074046424654 }, { "score": 9.469154357910156, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder", "probability": 0.00795610466649256 }, { "score": 8.79820728302002, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder", "probability": 0.0040673530909461336 }, { "score": 8.288548469543457, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.0024432610141211257 }, { "score": 7.968538761138916, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 0.0017741544084314198 }, { "score": 7.061690330505371, "text": "either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 0.0007163943390035818 }, { "score": 6.582842826843262, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company", "probability": 0.0004438041069396237 }, { "score": 6.404213905334473, "text": "either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 0.000371204952608436 }, { "score": 6.204441070556641, "text": "(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 0.0003039859575901157 }, { "score": 5.993956565856934, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party", "probability": 0.00024628687215972077 }, { "score": 5.982636451721191, "text": "provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 0.00024351459749391525 }, { "score": 5.688943862915039, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party;", "probability": 0.0001815415041489069 }, { "score": 5.589191436767578, "text": "either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.00016430621876905853 }, { "score": 5.508098602294922, "text": "provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 0.00015150809258717825 }, { "score": 5.500784873962402, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 0.00015040404582818953 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.001398086547852, "probability": 0.7546024035878898 }, { "score": 9.959564208984375, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 0.09794020263171886 }, { "score": 9.69014835357666, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 0.07480922900592615 }, { "score": 8.51043701171875, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion.", "probability": 0.02299392194957835 }, { "score": 8.099740982055664, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 0.0152493043905799 }, { "score": 7.288816452026367, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule.", "probability": 0.006777507156099243 }, { "score": 7.138545989990234, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 0.005831876954897537 }, { "score": 7.009155750274658, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 0.005124068008562611 }, { "score": 6.795140743255615, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 0.004136845949267641 }, { "score": 6.619473457336426, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule.", "probability": 0.003470387862196258 }, { "score": 6.560140132904053, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described", "probability": 0.003270467820759958 }, { "score": 5.578067779541016, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 0.0012249018101027826 }, { "score": 5.422300338745117, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers", "probability": 0.0010482197457416776 }, { "score": 5.242838382720947, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease.", "probability": 0.0008760179380283396 }, { "score": 4.908724784851074, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 0.0006272047046586221 }, { "score": 4.661312103271484, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment;", "probability": 0.0004897329724985202 }, { "score": 4.573495388031006, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease.", "probability": 0.00044856050302563886 }, { "score": 4.529109954833984, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion", "probability": 0.0004290863325431756 }, { "score": 4.259140968322754, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.0003275658663664513 }, { "score": 4.243538856506348, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 0.0003224948095582984 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Change Of Control": [ { "text": "", "score": 12.203914642333984, "probability": 0.9574957489118292 }, { "score": 8.28850269317627, "text": "This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control.", "probability": 0.019085126837638043 }, { "score": 7.836058616638184, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.012139507975030717 }, { "score": 7.388492584228516, "text": "This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control.", "probability": 0.0077593550851730465 }, { "score": 5.651569843292236, "text": "This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control", "probability": 0.0013661225644878109 }, { "score": 5.175252914428711, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 0.0008484531196920774 }, { "score": 4.438681125640869, "text": "This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control", "probability": 0.00040619894161027985 }, { "score": 3.695634603500366, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 0.00019321364033122445 }, { "score": 3.631516456604004, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 0.000181213949477708 }, { "score": 3.422787666320801, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation", "probability": 0.00014707601827502413 }, { "score": 2.8084537982940674, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 7.956829553488001e-05 }, { "score": 2.725881338119507, "text": "This", "probability": 7.326208784327914e-05 }, { "score": 2.3717031478881836, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 5.141166364089882e-05 }, { "score": 2.143577814102173, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company", "probability": 4.092494306351411e-05 }, { "score": 1.8924803733825684, "text": "This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease.", "probability": 3.183741884603966e-05 }, { "score": 1.8738439083099365, "text": "This", "probability": 3.124957656667674e-05 }, { "score": 1.8342247009277344, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer", "probability": 3.0035698338085407e-05 }, { "score": 1.1169182062149048, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.465937590293761e-05 }, { "score": 1.0348289012908936, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.3504065917933184e-05 }, { "score": 0.8767757415771484, "text": "In", "probability": 1.1529830800918666e-05 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Anti-Assignment": [ { "text": "", "score": 11.95686149597168, "probability": 0.9999982873347306 }, { "score": -1.9832106828689575, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 8.828823435287142e-07 }, { "score": -3.8841755390167236, "text": "General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 1.319241438094677e-07 }, { "score": -4.129189491271973, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 1.0325618539663828e-07 }, { "score": -4.346756458282471, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 8.306688860284976e-08 }, { "score": -4.669604778289795, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 6.014737797414101e-08 }, { "score": -4.875039577484131, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 4.897760000450752e-08 }, { "score": -4.883813858032227, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 4.854973664310531e-08 }, { "score": -4.969979286193848, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 4.4541589228242505e-08 }, { "score": -5.12694787979126, "text": "Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 3.8071072756231155e-08 }, { "score": -5.184187889099121, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 3.595307943063588e-08 }, { "score": -5.1922101974487305, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 3.566580657770558e-08 }, { "score": -5.341156959533691, "text": "Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 3.073019337318703e-08 }, { "score": -5.402116298675537, "text": "Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 2.89128556859284e-08 }, { "score": -5.411715507507324, "text": "Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 2.863664297896462e-08 }, { "score": -5.53028678894043, "text": "General Electric Capital Corporation", "probability": 2.5434737031255726e-08 }, { "score": -5.586483955383301, "text": "(a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 2.4044797979449098e-08 }, { "score": -5.6744279861450195, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 2.202051771540904e-08 }, { "score": -5.773569583892822, "text": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "probability": 1.9942099391346628e-08 }, { "score": -5.775300979614258, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.9907601599066908e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 11.831022262573242, "probability": 0.9999808725417612 }, { "score": 0.43475884199142456, "text": "Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule.", "probability": 1.123718097126925e-05 }, { "score": -0.9552541971206665, "text": "Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule.\n\nSection 2.04 Books and Records. The Company shall maintain full and accurate books and records of all Equipment orders, receipts and All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.\n\nSection 2.05 Economic Terms. The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\":\n\n1. Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "probability": 2.7988677786314493e-06 }, { "score": -1.5184308290481567, "text": "Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule.\n\nSection 2.04 Books and Records. The Company shall maintain full and accurate books and records of all Equipment orders, receipts and All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.\n\nSection 2.05 Economic Terms. The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\":", "probability": 1.593668097343068e-06 }, { "score": -2.352712631225586, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 6.919486969448403e-07 }, { "score": -2.7714810371398926, "text": "The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\":\n\n1. Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "probability": 4.5520297099994434e-07 }, { "score": -3.241785764694214, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 2.8441620674227276e-07 }, { "score": -3.334657669067383, "text": "The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\":", "probability": 2.591913981206749e-07 }, { "score": -3.382418155670166, "text": "Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "probability": 2.4710325632187775e-07 }, { "score": -3.414703607559204, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 2.3925282528158706e-07 }, { "score": -3.6360397338867188, "text": "Upon", "probability": 1.917485182763749e-07 }, { "score": -3.637308120727539, "text": "Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule", "probability": 1.915054611568583e-07 }, { "score": -3.7789716720581055, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.6621012060050289e-07 }, { "score": -3.89748477935791, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 1.4763450630151553e-07 }, { "score": -4.158103942871094, "text": "Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule.\n\nSection 2.04 Books and Records. The Company shall maintain full and accurate books and records of all Equipment orders, receipts and All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.\n\nSection 2.05 Economic Terms. The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\":\n\n1. Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00\n\n2. Basic Term Lease Rate Factor: To be mutually agreed upon by Company and Lessor", "probability": 1.1376336027043481e-07 }, { "score": -4.22910737991333, "text": "General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 1.0596587060249337e-07 }, { "score": -4.229434490203857, "text": "General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 1.0593121374439109e-07 }, { "score": -4.243015766143799, "text": "General Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 1.0450225818405702e-07 }, { "score": -4.303776741027832, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 9.834165642541158e-08 }, { "score": -4.338104724884033, "text": "$14,500,000.00", "probability": 9.502307167464212e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Price Restrictions": [ { "score": 11.400799751281738, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.15279826530904314 }, { "score": 11.29095458984375, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.13690309811574353 }, { "text": "", "score": 11.252338409423828, "probability": 0.1317171976357556 }, { "score": 11.23198127746582, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.12906292164880548 }, { "score": 11.091015815734863, "text": "(v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.11209363944188112 }, { "score": 10.953004837036133, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.09764355066583753 }, { "score": 10.859148025512695, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.08889596898219514 }, { "score": 9.71955680847168, "text": "(iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.028442246172773036 }, { "score": 9.706565856933594, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05;", "probability": 0.028075143997207626 }, { "score": 9.368158340454102, "text": "Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "probability": 0.020014902341174767 }, { "score": 9.3577880859375, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.019808415222263516 }, { "score": 8.923250198364258, "text": "Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "probability": 0.012827213529553275 }, { "score": 8.909994125366211, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.012658297108389817 }, { "score": 8.275227546691895, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.006709646851291259 }, { "score": 8.025322914123535, "text": "(iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05;", "probability": 0.005225976586118817 }, { "score": 7.962562084197998, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment", "probability": 0.004908070332370016 }, { "score": 7.6635541915893555, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05;", "probability": 0.0036395970111096176 }, { "score": 7.652778148651123, "text": "(v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment", "probability": 0.0036005871210601868 }, { "score": 7.311069011688232, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor;", "probability": 0.0025584146373835845 }, { "score": 7.25414514541626, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment; (vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 0.00241684729004304 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Minimum Commitment": [ { "text": "", "score": 11.533086776733398, "probability": 0.47911859456342526 }, { "score": 10.472139358520508, "text": "Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "probability": 0.16583623020789806 }, { "score": 9.589882850646973, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.06863099319132558 }, { "score": 9.238380432128906, "text": "Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "probability": 0.04829083591154137 }, { "score": 8.884478569030762, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.03389745530699707 }, { "score": 8.748390197753906, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.029584529586649946 }, { "score": 8.564638137817383, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05;", "probability": 0.0246185325663901 }, { "score": 8.498041152954102, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.023032414061318146 }, { "score": 8.288578987121582, "text": "The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\":\n\n1. Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "probability": 0.018679755894505934 }, { "score": 8.103170394897461, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.015518483118140407 }, { "score": 8.086456298828125, "text": "Lessor's Cost: $14,500,000.00", "probability": 0.01526126130363042 }, { "score": 8.05870532989502, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.01484356900395514 }, { "score": 8.042985916137695, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.014612061152114436 }, { "score": 7.85923433303833, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05;", "probability": 0.012159317044852447 }, { "score": 7.775746822357178, "text": "$14,500,000.00", "probability": 0.011185387066562552 }, { "score": 7.615097999572754, "text": "$14,500,000.00", "probability": 0.009525375829698549 }, { "score": 7.052785396575928, "text": "Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.", "probability": 0.005428412719834427 }, { "score": 6.637772560119629, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment; (vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and", "probability": 0.003584553565937442 }, { "score": 6.5872907638549805, "text": "Maximum Aggregate Capitalized Lessor's Cost:", "probability": 0.0034080904247628923 }, { "score": 6.385080337524414, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:", "probability": 0.0027841474804599013 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Volume Restriction": [ { "text": "", "score": 11.912185668945312, "probability": 0.4813722624404181 }, { "score": 10.51748275756836, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.11933539734660172 }, { "score": 10.36616325378418, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.10257748764533356 }, { "score": 9.950035095214844, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.06765967307291405 }, { "score": 9.86795711517334, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.062328098999381305 }, { "score": 9.259601593017578, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.03392176450693769 }, { "score": 9.226621627807617, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.03282127273048175 }, { "score": 8.918985366821289, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.024129631378447404 }, { "score": 8.536188125610352, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.01645523003313304 }, { "score": 8.328597068786621, "text": "(iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05;", "probability": 0.013370520288805672 }, { "score": 8.198458671569824, "text": "Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "probability": 0.011738968021700606 }, { "score": 7.7786102294921875, "text": "(v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.0077142206692337205 }, { "score": 7.6381635665893555, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05;", "probability": 0.006703426427782539 }, { "score": 7.243896484375, "text": "Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "probability": 0.004519275622942998 }, { "score": 7.169406890869141, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05;", "probability": 0.004194869064201454 }, { "score": 6.928355693817139, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor;", "probability": 0.003296333960996864 }, { "score": 6.505227088928223, "text": "(iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 0.002159080259317427 }, { "score": 6.410429954528809, "text": "(i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.0019638074997488124 }, { "score": 6.403514862060547, "text": "(i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 0.001950274434424766 }, { "score": 6.316869258880615, "text": "(ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05;", "probability": 0.0017884055971967045 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.170328140258789, "probability": 0.9999931372262515 }, { "score": -0.9578172564506531, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 1.988455682380605e-06 }, { "score": -1.019016981124878, "text": "On or before the Lease Commencement Date for any Schedule, the Company shall present to Lessor documentation (\"Purchase Documentation\"), in form and substance satisfactory to Lessor in its sole discretion, which (i) describes all units of Equipment ordered, received and accepted by the Company as agent for Lessor in connection with such Schedule, and (ii) if Company has paid any Supplier for any of the Equipment, includes evidence of the Purchase Price paid to Supplier for each such unit of Equipment and of passage of title thereto to Lessor.", "probability": 1.8704117125705833e-06 }, { "score": -2.1663334369659424, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 5.938325616750914e-07 }, { "score": -2.278125762939453, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 5.310228598874955e-07 }, { "score": -2.5161983966827393, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 4.1852324718151905e-07 }, { "score": -3.188215732574463, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 2.1373033451509968e-07 }, { "score": -3.2055835723876953, "text": "On or before the Lease Commencement Date for any Schedule, the Company shall present to Lessor documentation (\"Purchase Documentation\"), in form and substance satisfactory to Lessor in its sole discretion, which (i) describes all units of Equipment ordered, received and accepted by the Company as agent for Lessor in connection with such Schedule, and (ii) if Company has paid any Supplier for any of the Equipment, includes evidence of the Purchase Price paid to Supplier for each such unit of Equipment and of passage of title thereto to Lessor", "probability": 2.1005034949980516e-07 }, { "score": -3.3581080436706543, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.8033618262995694e-07 }, { "score": -3.679389476776123, "text": "On or before the Lease Commencement Date for any Schedule, the Company shall present to Lessor documentation (\"Purchase Documentation\"), in form and substance satisfactory to Lessor in its sole discretion, which (i) describes all units of Equipment ordered, received and accepted by the Company as agent for Lessor in connection with such Schedule, and (ii) if Company has paid any Supplier for any of the Equipment, includes evidence of the Purchase Price paid to Supplier for each such unit of Equipment and of passage of title thereto to Lessor. Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule.", "probability": 1.307832479591559e-07 }, { "score": -3.6939096450805664, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 1.2889797356157808e-07 }, { "score": -3.810352087020874, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule.", "probability": 1.1472967933679823e-07 }, { "score": -4.119865894317627, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 8.41890562541745e-08 }, { "score": -4.207316875457764, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease.", "probability": 7.713938331849724e-08 }, { "score": -4.2466278076171875, "text": "(vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.\n\n\n\n\n\nThe Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 7.416579249416075e-08 }, { "score": -4.440812110900879, "text": "hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 6.107598367244397e-08 }, { "score": -4.527403831481934, "text": "On", "probability": 5.600981831430895e-08 }, { "score": -4.743198871612549, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.\n\n\n\n\n\nThe Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 4.513833846728171e-08 }, { "score": -4.805485248565674, "text": "(viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.\n\n\n\n\n\nThe Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 4.241260413190443e-08 }, { "score": -4.818386554718018, "text": ":", "probability": 4.186894066644543e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.138574600219727, "probability": 0.9850597690151099 }, { "score": 7.753689765930176, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 0.0122781036419758 }, { "score": 5.692533016204834, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule.", "probability": 0.0015630839089064293 }, { "score": 4.565160274505615, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described", "probability": 0.0005062564058149699 }, { "score": 4.385231971740723, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 0.0004228912141572782 }, { "score": 2.5548253059387207, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule", "probability": 6.780990686572225e-05 }, { "score": 1.6558222770690918, "text": "Upon", "probability": 2.759695041382974e-05 }, { "score": 1.0351886749267578, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease", "probability": 1.4836222728548519e-05 }, { "score": 1.023618221282959, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 1.4665550184664386e-05 }, { "score": 0.885549783706665, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule.", "probability": 1.2774267309783773e-05 }, { "score": 0.5476102828979492, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon", "probability": 9.111098449105069e-06 }, { "score": 0.08732342720031738, "text": "Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 5.750037775828975e-06 }, { "score": -0.4104609489440918, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"),", "probability": 3.4953099247114783e-06 }, { "score": -0.4217512607574463, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 3.4560687253082545e-06 }, { "score": -0.8452458381652832, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The", "probability": 2.2628773317071887e-06 }, { "score": -0.9542937278747559, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule;", "probability": 2.0290937593716273e-06 }, { "score": -1.0375385284423828, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule.", "probability": 1.8670216653440593e-06 }, { "score": -1.195840835571289, "text": ").", "probability": 1.5936741899857079e-06 }, { "score": -1.3096680641174316, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company", "probability": 1.422214171884067e-06 }, { "score": -1.45851731300354, "text": "the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 1.2255205399285739e-06 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__License Grant": [ { "text": "", "score": 11.745855331420898, "probability": 0.9999454309062924 }, { "score": 0.7287572026252747, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 1.641766449601467e-05 }, { "score": 0.6156619191169739, "text": "(vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 1.466205076398299e-05 }, { "score": -0.1634342521429062, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 6.727249742992823e-06 }, { "score": -0.2765295207500458, "text": "(vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 6.00787515955609e-06 }, { "score": -1.3623628616333008, "text": "(viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 2.028380708767761e-06 }, { "score": -1.677422046661377, "text": "the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 1.4802020656473553e-06 }, { "score": -2.206156015396118, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and", "probability": 8.723580256750883e-07 }, { "score": -2.3161041736602783, "text": "collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 7.815286123493155e-07 }, { "score": -2.319251298904419, "text": "(vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and", "probability": 7.790729101524147e-07 }, { "score": -2.3214282989501953, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 7.773787131938909e-07 }, { "score": -2.393326997756958, "text": "with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 7.234481928261896e-07 }, { "score": -2.569613456726074, "text": "the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 6.065228957056716e-07 }, { "score": -2.7699878215789795, "text": "vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 4.963930802488236e-07 }, { "score": -2.9484188556671143, "text": "Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 4.1527339201620555e-07 }, { "score": -3.0424129962921143, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease", "probability": 3.7801842531482616e-07 }, { "score": -3.0575811862945557, "text": "will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 3.7232783708127894e-07 }, { "score": -3.099046230316162, "text": "Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 3.57204949263306e-07 }, { "score": -3.1235785484313965, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 3.4854849934875966e-07 }, { "score": -3.155508279800415, "text": "(vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease", "probability": 3.3759523731480343e-07 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.92237377166748, "probability": 0.9988159329201671 }, { "score": 4.725622177124023, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 0.0007481280811348208 }, { "score": 3.9119515419006348, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.00033159142370638926 }, { "score": 1.484507441520691, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and", "probability": 2.9266966569689827e-05 }, { "score": 1.4259155988693237, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:", "probability": 2.760143092602454e-05 }, { "score": 0.08210325241088867, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease", "probability": 7.199814559508964e-06 }, { "score": -0.2037060260772705, "text": "the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 5.4099832221013435e-06 }, { "score": -0.23390698432922363, "text": "with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 5.249039110740216e-06 }, { "score": -0.24336457252502441, "text": "vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 5.199629874798044e-06 }, { "score": -0.4697326421737671, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 4.146312460421283e-06 }, { "score": -0.869067907333374, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor;", "probability": 2.781204508550195e-06 }, { "score": -1.0201566219329834, "text": "Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 2.3912001524033992e-06 }, { "score": -1.0249552726745605, "text": "Notwithstanding", "probability": 2.3797531051756116e-06 }, { "score": -1.051880121231079, "text": "Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 2.3165335212717008e-06 }, { "score": -1.1978895664215088, "text": "Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 2.001831379324506e-06 }, { "score": -1.2355618476867676, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 1.927820653791004e-06 }, { "score": -1.2599859237670898, "text": "will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 1.8813057693043516e-06 }, { "score": -1.3952791690826416, "text": "and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 1.6432448408792863e-06 }, { "score": -1.458296298980713, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05;", "probability": 1.5428875892834357e-06 }, { "score": -1.5493438243865967, "text": "technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 1.4086167482689314e-06 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.012706756591797, "probability": 0.9999957208238796 }, { "score": -1.1409506797790527, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 1.93837276933091e-06 }, { "score": -2.4340476989746094, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor.\n\nSection 1.02 Powers. Except as may be otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement.", "probability": 5.319274469856026e-07 }, { "score": -2.853245258331299, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 3.4978180396596805e-07 }, { "score": -3.5582752227783203, "text": "General Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 1.7282500977492855e-07 }, { "score": -3.5596237182617188, "text": "General Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 1.7259211309518152e-07 }, { "score": -3.6088850498199463, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 1.6429601188050705e-07 }, { "score": -3.7225301265716553, "text": "General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 1.4664646272356094e-07 }, { "score": -3.829101324081421, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software", "probability": 1.3182212514842813e-07 }, { "score": -4.033451557159424, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 1.0745834069170578e-07 }, { "score": -4.124807834625244, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers", "probability": 9.807641959180834e-08 }, { "score": -4.415565490722656, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 7.333143056059749e-08 }, { "score": -4.471113204956055, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"),", "probability": 6.936910505064398e-08 }, { "score": -4.65151309967041, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software", "probability": 5.791878099499935e-08 }, { "score": -4.773830413818359, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.", "probability": 5.125044943025923e-08 }, { "score": -4.832916259765625, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule.", "probability": 4.830999820467472e-08 }, { "score": -4.9530029296875, "text": "(vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and", "probability": 4.28434113094666e-08 }, { "score": -4.963659286499023, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 4.238928061837576e-08 }, { "score": -5.000235557556152, "text": "L", "probability": 4.086685092585806e-08 }, { "score": -5.044475555419922, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 3.9098310085961916e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.17418098449707, "probability": 0.999988416471789 }, { "score": 0.5734906792640686, "text": "hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 9.15965641896521e-06 }, { "score": -1.9896595478057861, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 7.058577437238095e-07 }, { "score": -2.295603036880493, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 5.19813572033629e-07 }, { "score": -2.6945643424987793, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 3.488035697492352e-07 }, { "score": -3.736243963241577, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers", "probability": 1.2307935446661608e-07 }, { "score": -3.7822604179382324, "text": "hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor.\n\nSection 1.02 Powers. Except as may be otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement.\n\nSection 1.03 Master Lease. This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease.", "probability": 1.1754401402795601e-07 }, { "score": -4.164249420166016, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 8.02240903894058e-08 }, { "score": -4.236310005187988, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 7.464647210054113e-08 }, { "score": -4.444399356842041, "text": "(vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.\n\n\n\n\n\nThe Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 6.062297290087309e-08 }, { "score": -4.617649555206299, "text": "(each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 5.097950624578547e-08 }, { "score": -4.688284397125244, "text": "each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 4.7502810215815866e-08 }, { "score": -4.730462074279785, "text": "hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers", "probability": 4.554091690879711e-08 }, { "score": -4.777812480926514, "text": "Suppliers\").", "probability": 4.3434792390562615e-08 }, { "score": -4.811975479125977, "text": "Supplier\" and collectively, the \"Suppliers\").", "probability": 4.1975990066114364e-08 }, { "score": -4.939800262451172, "text": "hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor.\n\nSection 1.02 Powers. Except as may be otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement.\n\nSection 1.03 Master Lease. This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control.", "probability": 3.693918849739148e-08 }, { "score": -5.087403297424316, "text": ".", "probability": 3.1870154346799015e-08 }, { "score": -5.0879411697387695, "text": ". Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 3.18530168824155e-08 }, { "score": -5.088585376739502, "text": ".", "probability": 3.183250355406969e-08 }, { "score": -5.103823184967041, "text": "(vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 3.1351122877041796e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.684358596801758, "probability": 0.9999763135783819 }, { "score": 0.38247859477996826, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.2349392471097913e-05 }, { "score": -0.1437651515007019, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 7.2962690098482e-06 }, { "score": -2.354989767074585, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 7.994258530865484e-07 }, { "score": -2.8885185718536377, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 4.6888849122206127e-07 }, { "score": -2.9305191040039062, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 4.496027654347652e-07 }, { "score": -3.17999267578125, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 3.5033536367937984e-07 }, { "score": -3.4807217121124268, "text": "Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\").", "probability": 2.5934567940313787e-07 }, { "score": -3.526857376098633, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 2.4765240675107414e-07 }, { "score": -3.73215389251709, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 2.0168955543062456e-07 }, { "score": -3.753270149230957, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc.", "probability": 1.9747527847175322e-07 }, { "score": -3.918020725250244, "text": "The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 1.6747981360178414e-07 }, { "score": -4.155874729156494, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 1.3202731384989636e-07 }, { "score": -4.199524402618408, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation.", "probability": 1.2638832991443664e-07 }, { "score": -4.251914978027344, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 1.1993723633535626e-07 }, { "score": -4.282793998718262, "text": "(vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.\n\n\n\n\n\nThe Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 1.1629028879718829e-07 }, { "score": -4.3742547035217285, "text": "Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.06126189167986e-07 }, { "score": -4.429015159606934, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 1.0047092617303383e-07 }, { "score": -4.4439263343811035, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor;", "probability": 9.898390083290248e-08 }, { "score": -4.447399139404297, "text": ":", "probability": 9.864074524597972e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 11.994128227233887, "probability": 0.9999995104030571 }, { "score": -4.54453706741333, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc.", "probability": 6.566723223195343e-08 }, { "score": -4.830957412719727, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 4.931260398979887e-08 }, { "score": -5.054603099822998, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc.", "probability": 3.943027886583357e-08 }, { "score": -5.0938849449157715, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 3.791141200970001e-08 }, { "score": -5.1477952003479, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 3.592171257472588e-08 }, { "score": -5.232631683349609, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc.", "probability": 3.2999929884953764e-08 }, { "score": -5.283111095428467, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 3.137545893285605e-08 }, { "score": -5.473545074462891, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc.", "probability": 2.593496467264326e-08 }, { "score": -5.640458106994629, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc.", "probability": 2.1948065710744598e-08 }, { "score": -5.65786075592041, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 2.156941554275461e-08 }, { "score": -5.8358893394470215, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 1.8051842924882307e-08 }, { "score": -5.866708278656006, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.7503989764011862e-08 }, { "score": -5.941005706787109, "text": "(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 1.6250625711026128e-08 }, { "score": -5.996423721313477, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 1.5374547752708515e-08 }, { "score": -6.076803207397461, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 1.4187111515764996e-08 }, { "score": -6.243716239929199, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 1.2006172351648554e-08 }, { "score": -6.2791032791137695, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc.", "probability": 1.1588738887119964e-08 }, { "score": -6.290737152099609, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 1.1454698188900618e-08 }, { "score": -6.32145881652832, "text": "General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc.", "probability": 1.1108141451756502e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.163825035095215, "probability": 0.9999979674034233 }, { "score": -1.270094394683838, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.46461014669863e-06 }, { "score": -4.2034149169921875, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 7.794659028875193e-08 }, { "score": -4.234139919281006, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 7.558809898585822e-08 }, { "score": -4.572640419006348, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 5.388210129114738e-08 }, { "score": -4.638063430786133, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion.", "probability": 5.0469810137983315e-08 }, { "score": -4.720847129821777, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 4.645999591563251e-08 }, { "score": -5.015194892883301, "text": "Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 3.4613503357268106e-08 }, { "score": -5.193971157073975, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 2.8947030118565102e-08 }, { "score": -5.275935649871826, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 2.6669034061744758e-08 }, { "score": -5.395854949951172, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment;", "probability": 2.3655220234238405e-08 }, { "score": -5.474287986755371, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05;", "probability": 2.1870764321927642e-08 }, { "score": -5.491756439208984, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 2.149203346687402e-08 }, { "score": -5.50963020324707, "text": "In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.", "probability": 2.1111302614694268e-08 }, { "score": -5.764712333679199, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 1.6358153132217197e-08 }, { "score": -5.841726303100586, "text": "General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 1.5145636431605928e-08 }, { "score": -5.884458541870117, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 1.451206289528442e-08 }, { "score": -5.913725852966309, "text": ":", "probability": 1.4093488980294147e-08 }, { "score": -6.026432037353516, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 1.2591307965517696e-08 }, { "score": -6.027307033538818, "text": "Notwithstanding", "probability": 1.258029543774241e-08 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.268056869506836, "probability": 0.995051173596626 }, { "score": 5.726303577423096, "text": "after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 0.0014348221073200965 }, { "score": 5.63491153717041, "text": "after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 0.0013095045168457114 }, { "score": 5.016928672790527, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 0.0007058630573025766 }, { "score": 4.110513687133789, "text": "(viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 0.00028514740674163524 }, { "score": 3.8570966720581055, "text": "after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and", "probability": 0.0002213154917774245 }, { "score": 3.8205010890960693, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 0.0002133627278856468 }, { "score": 3.745347261428833, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion.", "probability": 0.00019791543380995557 }, { "score": 3.2151167392730713, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 0.00011646715656178418 }, { "score": 2.7885539531707764, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 7.602380608761846e-05 }, { "score": 2.643432140350342, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor", "probability": 6.575427687113402e-05 }, { "score": 2.5279245376586914, "text": "after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease", "probability": 5.858139259910857e-05 }, { "score": 2.2431259155273438, "text": "a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 4.406291467487074e-05 }, { "score": 2.151733875274658, "text": "a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 4.021445271700006e-05 }, { "score": 2.0882272720336914, "text": "termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 3.773997388978037e-05 }, { "score": 2.009512186050415, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 3.488317991287327e-05 }, { "score": 1.996835470199585, "text": "termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "probability": 3.44437667951876e-05 }, { "score": 1.7735787630081177, "text": "and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "probability": 2.755189560083589e-05 }, { "score": 1.6090857982635498, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion.\n\nSection 2.02 Receipt of and Payment for Equipment. With respect to any Equipment ordered by the Company as agent for Lessor, the Company agrees to perform all obligations of the purchaser in the time and manner required by the applicable Purchase Order.", "probability": 2.33729267095969e-05 }, { "score": 1.5394136905670166, "text": "(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.", "probability": 2.1799919271124777e-05 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Audit Rights": [ { "score": 13.964447021484375, "text": "Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "probability": 0.516007531791194 }, { "score": 13.615139961242676, "text": "Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "probability": 0.36387641895592954 }, { "text": "", "score": 12.240251541137695, "probability": 0.09201263287885221 }, { "score": 10.427413940429688, "text": "The Company shall maintain full and accurate books and records of all Equipment orders, receipts and All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "probability": 0.015015579280559 }, { "score": 9.609411239624023, "text": "All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "probability": 0.006626558437178723 }, { "score": 8.768400192260742, "text": "Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours", "probability": 0.002857864114299723 }, { "score": 8.586710929870605, "text": "Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours", "probability": 0.002383059747656764 }, { "score": 6.648038864135742, "text": "The Company shall maintain full and accurate books and records of all Equipment orders, receipts and All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion.", "probability": 0.0003429101582317994 }, { "score": 5.830035209655762, "text": "All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion.", "probability": 0.00015133029453752567 }, { "score": 5.684778213500977, "text": "The Company shall maintain full and accurate books and records of all Equipment orders, receipts and", "probability": 0.00013087044087572243 }, { "score": 5.482641220092773, "text": "Such", "probability": 0.00010691892526581367 }, { "score": 5.398984909057617, "text": "The Company shall maintain full and accurate books and records of all Equipment orders, receipts and All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours", "probability": 9.833839377094367e-05 }, { "score": 5.315820693969727, "text": "Such", "probability": 9.049099231643205e-05 }, { "score": 4.838092803955078, "text": "Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "probability": 5.6121693058646524e-05 }, { "score": 4.68330192565918, "text": "Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule.\n\nSection 2.04 Books and Records. The Company shall maintain full and accurate books and records of all Equipment orders, receipts and All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "probability": 4.8073521887221215e-05 }, { "score": 4.633970737457275, "text": "Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "probability": 4.575954284858501e-05 }, { "score": 4.580981254577637, "text": "All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours", "probability": 4.339789223638128e-05 }, { "score": 4.454171180725098, "text": "Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.\n\nSection 2.05 Economic Terms. The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\":", "probability": 3.8229245056099676e-05 }, { "score": 4.3470845222473145, "text": "books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "probability": 3.434698155583385e-05 }, { "score": 4.324105262756348, "text": "Books and Records. The Company shall maintain full and accurate books and records of all Equipment orders, receipts and All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "probability": 3.356671268885724e-05 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.307329177856445, "probability": 0.97384994964394 }, { "score": 8.668403625488281, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.0255933277717739 }, { "score": 4.153810024261475, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT", "probability": 0.0002801971216468168 }, { "score": 3.2685134410858154, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 0.00011560703123019326 }, { "score": 2.7387564182281494, "text": "NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 6.80634089554607e-05 }, { "score": 1.7335355281829834, "text": "EX", "probability": 2.4908742973533936e-05 }, { "score": 1.5528292655944824, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 2.079084202905608e-05 }, { "score": 0.9537820816040039, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT,", "probability": 1.1421133085450097e-05 }, { "score": 0.465425968170166, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT", "probability": 7.008399128384547e-06 }, { "score": 0.15807467699050903, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 5.153922184741428e-06 }, { "score": 0.14713287353515625, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE,", "probability": 5.097836380656841e-06 }, { "score": -0.14442825317382812, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 3.8085749256958365e-06 }, { "score": -0.14957976341247559, "text": "CEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 3.789005462394682e-06 }, { "score": -0.6148738861083984, "text": "EXCEPT", "probability": 2.379307433443808e-06 }, { "score": -0.8220715522766113, "text": "The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.9340413644198024e-06 }, { "score": -0.8963067531585693, "text": ".", "probability": 1.795667077702917e-06 }, { "score": -1.230525255203247, "text": "EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.2855132846394403e-06 }, { "score": -1.298584222793579, "text": "HING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.200933431858447e-06 }, { "score": -1.314812183380127, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES", "probability": 1.1816020104683623e-06 }, { "score": -1.3868262767791748, "text": "A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.099501681468302e-06 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.161429405212402, "probability": 0.8028547704282502 }, { "score": 10.743804931640625, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.19452279716676418 }, { "score": 5.944485187530518, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT", "probability": 0.0016019627900050216 }, { "score": 4.650668144226074, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 0.00043929354491151586 }, { "score": 3.9834282398223877, "text": "NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.0002254115747746943 }, { "score": 3.3287758827209473, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.00011712896530794207 }, { "score": 3.1974947452545166, "text": "EX", "probability": 0.00010271872812144367 }, { "score": 1.7432079315185547, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT,", "probability": 2.399169296883187e-05 }, { "score": 1.4726064205169678, "text": "CEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.8303753225941472e-05 }, { "score": 1.1416445970535278, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 1.3146352052323995e-05 }, { "score": 1.1262874603271484, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE,", "probability": 1.294600404975561e-05 }, { "score": 0.9920997619628906, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES", "probability": 1.1320321512976158e-05 }, { "score": 0.8053648471832275, "text": ".", "probability": 9.392059138911612e-06 }, { "score": 0.7783763408660889, "text": "The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 9.141971418237362e-06 }, { "score": 0.655684232711792, "text": "COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 8.086402483457055e-06 }, { "score": 0.45318055152893066, "text": "EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 6.604031290395623e-06 }, { "score": 0.3742990493774414, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 6.103111737372797e-06 }, { "score": 0.34073925018310547, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO", "probability": 5.901691252485998e-06 }, { "score": 0.273284912109375, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT", "probability": 5.516726310814708e-06 }, { "score": 0.2634406089782715, "text": "EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 5.462684423513836e-06 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.010356903076172, "probability": 0.9936918067925258 }, { "score": 6.746667861938477, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.005143522026184522 }, { "score": 5.195248603820801, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.0010901538202674184 }, { "score": 1.6705262660980225, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT", "probability": 3.211591645781591e-05 }, { "score": 0.8580021858215332, "text": "EX", "probability": 1.425100836659095e-05 }, { "score": 0.3293595314025879, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 8.399607783846753e-06 }, { "score": -0.6964719295501709, "text": "EX", "probability": 3.0112448099953856e-06 }, { "score": -0.7521291971206665, "text": "NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 2.8482258276901267e-06 }, { "score": -1.0948107242584229, "text": "NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 2.0218536854895373e-06 }, { "score": -1.120845079421997, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT", "probability": 1.9698953145889472e-06 }, { "score": -1.2345718145370483, "text": "This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.758135137656337e-06 }, { "score": -1.289146900177002, "text": "Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule.", "probability": 1.6647560243611933e-06 }, { "score": -1.325850009918213, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT,", "probability": 1.6047620193487356e-06 }, { "score": -1.7222425937652588, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule.", "probability": 1.0795916709509369e-06 }, { "score": -2.048698663711548, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 7.788995547045912e-07 }, { "score": -2.1811294555664062, "text": ".", "probability": 6.822876235666849e-07 }, { "score": -2.2697768211364746, "text": "EXCEPT", "probability": 6.244079612517474e-07 }, { "score": -2.2833619117736816, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE,", "probability": 6.159826811769578e-07 }, { "score": -2.368443012237549, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT", "probability": 5.657417758585581e-07 }, { "score": -2.4430980682373047, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO", "probability": 5.250443271542732e-07 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.783846855163574, "probability": 0.9986548187573764 }, { "score": 5.0652923583984375, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.001206658169635083 }, { "score": 1.848467230796814, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 4.836540796784221e-05 }, { "score": 1.3478953838348389, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 2.9318332408095847e-05 }, { "score": 1.2425692081451416, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT", "probability": 2.63874052943848e-05 }, { "score": 0.3739323616027832, "text": "EX", "probability": 1.1070124326449334e-05 }, { "score": -0.46569371223449707, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule.", "probability": 4.780876528019714e-06 }, { "score": -0.6835404634475708, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion.", "probability": 3.845013648176306e-06 }, { "score": -1.029647707939148, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 2.720103437426445e-06 }, { "score": -1.3745932579040527, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT,", "probability": 1.926537515102591e-06 }, { "score": -1.3801500797271729, "text": "NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.9158617784494897e-06 }, { "score": -1.5622925758361816, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 1.5968373872395933e-06 }, { "score": -1.8516836166381836, "text": "EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.1955830798973818e-06 }, { "score": -1.9255459308624268, "text": "EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.1104570475511302e-06 }, { "score": -2.239689826965332, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 8.110932816298293e-07 }, { "score": -2.2871336936950684, "text": "EXCEPT", "probability": 7.735104665031627e-07 }, { "score": -2.375324249267578, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES", "probability": 7.082156556609031e-07 }, { "score": -2.40608549118042, "text": "Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:", "probability": 6.867617289769974e-07 }, { "score": -2.422030448913574, "text": "EX", "probability": 6.758981817989004e-07 }, { "score": -2.4843640327453613, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO", "probability": 6.350532554499448e-07 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Insurance": [ { "text": "", "score": 11.976865768432617, "probability": 0.9993838416856639 }, { "score": 4.149450778961182, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease.", "probability": 0.00039840904161709975 }, { "score": 3.2768566608428955, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 0.0001664816515016602 }, { "score": 1.0282456874847412, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 1.75714272093163e-05 }, { "score": 1.0094971656799316, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease", "probability": 1.7245057953728928e-05 }, { "score": -0.3160581588745117, "text": "The", "probability": 4.58124265070252e-06 }, { "score": -0.5701451301574707, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding", "probability": 3.5533233168089154e-06 }, { "score": -1.0542411804199219, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05;", "probability": 2.1897497346741228e-06 }, { "score": -1.3559703826904297, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor;", "probability": 1.619403802928073e-06 }, { "score": -1.4741878509521484, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05;", "probability": 1.4388448301414728e-06 }, { "score": -2.321780204772949, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following", "probability": 6.164662123602043e-07 }, { "score": -2.425440788269043, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05;", "probability": 5.557635488958646e-07 }, { "score": -2.818756103515625, "text": "Notwithstanding", "probability": 3.750380984888992e-07 }, { "score": -3.2167553901672363, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by", "probability": 2.518990293732612e-07 }, { "score": -3.302852153778076, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05;", "probability": 2.3111873123785257e-07 }, { "score": -3.3773880004882812, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i)", "probability": 2.1451844381168693e-07 }, { "score": -3.39487886428833, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency", "probability": 2.107989542955448e-07 }, { "score": -3.3983263969421387, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency,", "probability": 2.1007346930238548e-07 }, { "score": -3.3984556198120117, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor", "probability": 2.1004632475968366e-07 }, { "score": -3.4838767051696777, "text": ".", "probability": 1.9284890663462425e-07 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.080873489379883, "probability": 0.9772814263577594 }, { "score": 8.307863235473633, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 0.022460639195778443 }, { "score": 2.696209669113159, "text": "NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 8.209409758048142e-05 }, { "score": 2.4472267627716064, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 6.400000839176665e-05 }, { "score": 1.5266733169555664, "text": "EX", "probability": 2.5491110120732388e-05 }, { "score": 1.4296283721923828, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT", "probability": 2.3133570336869326e-05 }, { "score": 0.8881182670593262, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT,", "probability": 1.346070524914745e-05 }, { "score": 0.4912571907043457, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE,", "probability": 9.05134750686148e-06 }, { "score": 0.09098339080810547, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO", "probability": 6.065638678862804e-06 }, { "score": -0.059008121490478516, "text": "CEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 5.220787905310407e-06 }, { "score": -0.23824529349803925, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 4.364096402874524e-06 }, { "score": -0.5602428913116455, "text": "The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 3.162660362878973e-06 }, { "score": -0.5727648735046387, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT", "probability": 3.1233045070441247e-06 }, { "score": -0.5988003015518188, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 3.043037365965124e-06 }, { "score": -0.6081492900848389, "text": "EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 3.014720617253148e-06 }, { "score": -0.6819772720336914, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).", "probability": 2.800167339985048e-06 }, { "score": -0.6834478378295898, "text": "COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 2.796052535958647e-06 }, { "score": -0.7844552993774414, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES", "probability": 2.527425390361463e-06 }, { "score": -0.8134825229644775, "text": "A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 2.455115798939644e-06 }, { "score": -0.9552526473999023, "text": ".", "probability": 2.1306003709684884e-06 } ], "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 11.727930068969727, "probability": 0.9998907787204869 }, { "score": 2.039011001586914, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 6.195958163436947e-05 }, { "score": 0.5596072673797607, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 1.411274837730185e-05 }, { "score": -0.3376162052154541, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease:", "probability": 5.753768644396483e-06 }, { "score": -0.40364718437194824, "text": "The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 5.38611355417363e-06 }, { "score": -0.6381694674491882, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 4.260139023191453e-06 }, { "score": -0.7203993201255798, "text": "hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor.\n\nSection 1.02 Powers. Except as may be otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement.\n\nSection 1.03 Master Lease. This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.", "probability": 3.923844612367724e-06 }, { "score": -0.8663678765296936, "text": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 3.390927169144427e-06 }, { "score": -1.5364630222320557, "text": "General Electric Capital Corporation", "probability": 1.7350014333171924e-06 }, { "score": -1.8292722702026367, "text": "General Electric Capital Corporation", "probability": 1.29459640673659e-06 }, { "score": -1.887275218963623, "text": "General Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:\n\n \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.2216422288325965e-06 }, { "score": -2.0188963413238525, "text": "Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 1.0709808602877106e-06 }, { "score": -2.2834279537200928, "text": "(vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.\n\n\n\n\n\nThe Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall:", "probability": 8.220478351794823e-07 }, { "score": -2.3516345024108887, "text": "General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.", "probability": 7.678481853802498e-07 }, { "score": -2.4314985275268555, "text": "EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT", "probability": 7.089095988150356e-07 }, { "score": -2.5086302757263184, "text": "The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 6.562857345072193e-07 }, { "score": -2.5476818084716797, "text": "When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n General Electric Capital Corporation", "probability": 6.311507447962823e-07 }, { "score": -2.589211940765381, "text": "General Electric Capital Corporation", "probability": 6.054758028709924e-07 }, { "score": -2.772014617919922, "text": "EX", "probability": 5.043204718332939e-07 }, { "score": -2.9647884368896484, "text": "Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "probability": 4.158971956346742e-07 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Document Name": [ { "score": 13.974745750427246, "text": "INTELLECTUAL PROPERTY AGREEMENT", "probability": 0.3992854422551602 }, { "score": 13.524685859680176, "text": "INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT", "probability": 0.25458039104824426 }, { "score": 12.514083862304688, "text": "INTELLECTUAL PROPERTY AGREEMENT", "probability": 0.09266720803577255 }, { "score": 12.085081100463867, "text": "INTELLECTUAL PROPERTY AGREEMENT,", "probability": 0.0603410059694941 }, { "score": 11.989404678344727, "text": "INTELLECTUAL PROPERTY AGREEMENT, dated", "probability": 0.054835373260153336 }, { "score": 11.635021209716797, "text": "INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT,", "probability": 0.038472819868402605 }, { "score": 11.539344787597656, "text": "INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT, dated", "probability": 0.034962483703388406 }, { "text": "", "score": 11.155220031738281, "probability": 0.023811075666117447 }, { "score": 10.005104064941406, "text": "Separation Agreement", "probability": 0.007538587797787199 }, { "score": 9.825692176818848, "text": "INTELLECTUAL PROPERTY AGREEMENT, dated as of May 14, 2016 (this \"Agreement\"), is by and between WestRock Company, a Delaware corporation (\"Parent\"), and Ingevity Corporation, a Delaware corporation (\"SpinCo\"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties\". R E C I T A L S WHEREAS, Parent and SpinCo have entered into that certain Separation and Distribution Agreement", "probability": 0.006300462110826469 }, { "score": 9.584776878356934, "text": "Separation Agreement", "probability": 0.004951584781255255 }, { "score": 9.509096145629883, "text": "INTELLECTUAL PROPERTY AGREEMENT This", "probability": 0.004590674441587649 }, { "score": 9.375632286071777, "text": "INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT, dated as of May 14, 2016 (this \"Agreement\"), is by and between WestRock Company, a Delaware corporation (\"Parent\"), and Ingevity Corporation, a Delaware corporation (\"SpinCo\"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties\". R E C I T A L S WHEREAS, Parent and SpinCo have entered into that certain Separation and Distribution Agreement", "probability": 0.004017111415080949 }, { "score": 9.21187973022461, "text": "INTELLECTUAL PROPERTY AGREEMENT, dated as of May 14, 2016 (", "probability": 0.0034103350276192216 }, { "score": 8.887933731079102, "text": "SEPARATION AGREEMENT", "probability": 0.002466658833410376 }, { "score": 8.761819839477539, "text": "INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT, dated as of May 14, 2016 (", "probability": 0.002174395390007751 }, { "score": 8.508764266967773, "text": "Separation Agreement are hereby incorporated into this Section 8 as if fully set forth herein. [Remainder of page intentionally left blank]\n\n -19-\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Agreement", "probability": 0.0016882543595877638 }, { "score": 8.384249687194824, "text": "SEPARATION AGREEMENT", "probability": 0.0014906026361922228 }, { "score": 8.293365478515625, "text": "Separation Agreement,\n\n -16-\n\n\n\n\n\n\n\n any other Ancillary Agreement or any other agreement between the Parties, such costs shall be computed in accordance with the providing Party's standard methodology and procedures. 5.4 Other Rights and Obligations. The rights and obligations of the Parties under Section 6.4 (Record Retention), Section 6.5 (Limitation of Liability), Section 6.6 (Other Agreements Providing for Exchange of Information), Section 6.7 (Production of Witnesses; Records; Cooperation), Section 6.8 (Privileged Matters), Section 6.9 (Confidentiality), and Section 6.10 (Protective Arrangements) of the Separation Agreement", "probability": 0.0013611042016856566 }, { "score": 8.038068771362305, "text": "Intellectual Property Agreement", "probability": 0.0010544291982265792 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Parties": [ { "score": 12.652803421020508, "text": "WestRock Company, a Delaware corporation (\"Parent\"), and Ingevity Corporation, a Delaware corporation (\"SpinCo", "probability": 0.10836394782702055 }, { "score": 12.651931762695312, "text": "Ingevity Corporation, a Delaware corporation (\"SpinCo", "probability": 0.10826953264461393 }, { "score": 12.643406867980957, "text": "WestRock Company, a Delaware corporation (\"Parent\"), and Ingevity Corporation", "probability": 0.10735046930313809 }, { "score": 12.642535209655762, "text": "Ingevity Corporation", "probability": 0.10725693714282154 }, { "score": 12.485883712768555, "text": "WestRock Company, a Delaware corporation (\"Parent\"), and Ingevity Corporation, a Delaware corporation (\"SpinCo\"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties\".", "probability": 0.09170489338479042 }, { "score": 12.48501205444336, "text": "Ingevity Corporation, a Delaware corporation (\"SpinCo\"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties\".", "probability": 0.09162499287903988 }, { "score": 12.477088928222656, "text": "WestRock Company", "probability": 0.09090190483710704 }, { "score": 12.415594100952148, "text": "SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties\".", "probability": 0.08548031615230758 }, { "score": 12.222947120666504, "text": "SpinCo", "probability": 0.07050186396661154 }, { "score": 12.056028366088867, "text": "SpinCo\"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties\".", "probability": 0.059663497076205003 }, { "text": "", "score": 11.78128433227539, "probability": 0.0453303307002177 }, { "score": 10.082711219787598, "text": "INGEVITY CORPORATION", "probability": 0.008292929197682387 }, { "score": 9.584348678588867, "text": "Parent\"), and Ingevity Corporation, a Delaware corporation (\"SpinCo", "probability": 0.00503815884411166 }, { "score": 9.574952125549316, "text": "Parent\"), and Ingevity Corporation", "probability": 0.0049910392449201806 }, { "score": 9.417428970336914, "text": "Parent\"), and Ingevity Corporation, a Delaware corporation (\"SpinCo\"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties\".", "probability": 0.004263630376335302 }, { "score": 9.11365795135498, "text": "WESTROCK COMPANY By: /s/ Robert B. McIntosh Name: Robert B. McIntosh Title: Executive Vice President, General Counsel INGEVITY CORPORATION", "probability": 0.0031466864526875802 }, { "score": 8.99482250213623, "text": "WestRock Company, a Delaware corporation (\"Parent\"),", "probability": 0.002794112514819236 }, { "score": 8.496620178222656, "text": "WESTROCK COMPANY", "probability": 0.0016977641953814103 }, { "score": 8.476665496826172, "text": "WestRock Company, a Delaware corporation (\"Parent\"), and Ingevity Corporation, a Delaware corporation (\"SpinCo\"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties", "probability": 0.001664221630391856 }, { "score": 8.475793838500977, "text": "Ingevity Corporation, a Delaware corporation (\"SpinCo\"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties", "probability": 0.0016627716297971074 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Agreement Date": [ { "score": 15.500455856323242, "text": "May 14, 2016", "probability": 0.9763643187641396 }, { "text": "", "score": 11.136390686035156, "probability": 0.012425746167434418 }, { "score": 10.75637435913086, "text": "May 14, 2016 (", "probability": 0.008497349548031318 }, { "score": 8.75713062286377, "text": "as of May 14, 2016", "probability": 0.001150861233429911 }, { "score": 7.449645042419434, "text": "14, 2016", "probability": 0.00031130721658279535 }, { "score": 7.255527019500732, "text": "May 14, 2016 (this \"Agreement\"),", "probability": 0.0002563803890467722 }, { "score": 6.99532413482666, "text": "May 14", "probability": 0.0001976424028609894 }, { "score": 6.900772571563721, "text": "May 14, 2016 (this", "probability": 0.00017981126776633733 }, { 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2.3657190522001432e-05 }, { "score": 4.572660446166992, "text": "May 14, 2016 (this \"Ag", "probability": 1.752793095239065e-05 }, { "score": 4.325600624084473, "text": ", dated as of May 14, 2016", "probability": 1.3690961094017889e-05 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Effective Date": [ { "score": 14.94054126739502, "text": "May 14, 2016", "probability": 0.6998757678428095 }, { "score": 13.961284637451172, "text": "This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.", "probability": 0.26286647794513435 }, { "text": "", "score": 11.740478515625, "probability": 0.02852668865195142 }, { "score": 10.073978424072266, "text": "May 14, 2016 (", "probability": 0.00538889309681895 }, { "score": 8.757054328918457, "text": "This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party", "probability": 0.0014439983622673489 }, { "score": 7.774757385253906, "text": "(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.", "probability": 0.0005407052152041115 }, { "score": 7.727012634277344, "text": "as of May 14, 2016", "probability": 0.0005154959725122372 }, { "score": 6.9167890548706055, "text": "14, 2016", "probability": 0.00022927127541096492 }, { "score": 6.324746608734131, "text": "May 14", "probability": 0.00012683201128920477 }, { "score": 6.311295032501221, "text": "May", "probability": 0.00012513734434473956 }, { "score": 6.248471260070801, "text": ", 2016", "probability": 0.00011751760080374023 }, { "score": 5.571846961975098, "text": "May 14, 2016 (this", "probability": 5.973773025508949e-05 }, { "score": 4.804905891418457, "text": "This INTELLECTUAL PROPERTY AGREEMENT, dated as of May 14, 2016", "probability": 2.7744087315779848e-05 }, { "score": 4.773996829986572, "text": "2016", "probability": 2.689966105537178e-05 }, { "score": 4.68324089050293, "text": ".", "probability": 2.456586178607411e-05 }, { "score": 4.674623012542725, "text": "This", "probability": 2.4355065798872156e-05 }, { "score": 4.645054817199707, "text": "May 14, 2016 (this \"Agreement\"),", "probability": 2.3645472844992376e-05 }, { "score": 4.612978935241699, "text": "of May 14, 2016", "probability": 2.289905839543359e-05 }, { "score": 4.357600212097168, "text": ") This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.", "probability": 1.773813902234494e-05 }, { "score": 4.23105001449585, "text": "dated as of May 14, 2016", "probability": 1.5629604979127882e-05 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Expiration Date": [ { "text": "", "score": 11.741931915283203, "probability": 0.9473025493463524 }, { "score": 7.622743606567383, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 0.015400965701345663 }, { "score": 7.338061332702637, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 0.011585426145658514 }, { "score": 7.147900581359863, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 0.009579133989353351 }, { "score": 6.994772911071777, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 0.008219090184878937 }, { "score": 6.073236465454102, "text": "any other Person, including SpinCo.", "probability": 0.0032704352310075516 }, { "score": 5.702528953552246, "text": "any other Person, including SpinCo.", "probability": 0.0022574041847236667 }, { "score": 4.250447750091553, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n", "probability": 0.0005284190571907059 }, { "score": 4.011636734008789, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n", "probability": 0.0004161636705708241 }, { "score": 3.550966739654541, "text": "other Person, including SpinCo.", "probability": 0.00026254135891768456 }, { "score": 3.5331673622131348, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 0.0002579096294110744 }, { "score": 3.340005397796631, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo", "probability": 0.0002126074027836327 }, { "score": 3.293811082839966, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 0.00020300953950798406 }, { "score": 2.9382221698760986, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo", "probability": 0.00014226109374440837 }, { "score": 2.458503246307373, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 8.805354840840042e-05 }, { "score": 2.265341281890869, "text": "any other Person, including SpinCo", "probability": 7.258680598991638e-05 }, { "score": 2.0015676021575928, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 5.575736392206289e-05 }, { "score": 1.9717108011245728, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 5.4117233757738586e-05 }, { "score": 1.9412940740585327, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 5.249594674743661e-05 }, { "score": 1.6459786891937256, "text": "any other Person, including SpinCo", "probability": 3.907256572810326e-05 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Renewal Term": [ { "text": "", "score": 11.526077270507812, "probability": 0.9991612362972689 }, { "score": 2.801874876022339, "text": "To the extent (a) Parent, or any member of the Parent Group, receives from SpinCo, or any member of the SpinCo Group, or (b) SpinCo, or any member of the SpinCo Group receives from Parent, or any member of the Parent Group, any Information that is trade secret under applicable law, the five (5) year confidentiality period of Section 6.9(a) of the Separation Agreement with respect to such Information shall be extended until such time as the received Information is no longer trade secret.", "probability": 0.00016246604852993753 }, { "score": 2.717782497406006, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.00014936256452831347 }, { "score": 2.5480523109436035, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.00012604594492382634 }, { "score": 2.45509934425354, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.00011485764776158346 }, { "score": 2.0893020629882812, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 7.967024947828304e-05 }, { "score": 1.8054767847061157, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 5.9983585902316936e-05 }, { "score": 1.743765115737915, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 5.6393803617617004e-05 }, { "score": 0.6151363849639893, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 1.82420716729708e-05 }, { "score": 0.053314208984375, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 1.0401066830883464e-05 }, { "score": -0.04593634605407715, "text": "any other Person, including SpinCo.", "probability": 9.418330331963965e-06 }, { "score": -0.11641597747802734, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 8.777382077328058e-06 }, { "score": -0.32034289836883545, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 7.1581478935525265e-06 }, { "score": -0.34066712856292725, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 7.0141325063288625e-06 }, { "score": -0.5095632076263428, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 5.924112958503402e-06 }, { "score": -0.6792933940887451, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 4.999314373371634e-06 }, { "score": -0.6984362602233887, "text": "To", "probability": 4.904523348168211e-06 }, { "score": -0.7570812106132507, "text": "(ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 4.625169232849721e-06 }, { "score": -0.7950060367584229, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 4.453045014253687e-06 }, { "score": -0.885796308517456, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 4.066561748858152e-06 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.837923049926758, "probability": 0.9814451994934684 }, { "score": 7.112079620361328, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 0.008698779680103234 }, { "score": 6.703585624694824, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 0.005781647944199535 }, { "score": 5.725236415863037, "text": "any other Person, including SpinCo.", "probability": 0.002173501680599644 }, { "score": 3.9993839263916016, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.00038692943355948356 }, { "score": 3.8493199348449707, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.00033301193914740153 }, { "score": 3.6299729347229004, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo", "probability": 0.0002674229112367816 }, { "score": 3.6083478927612305, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.00026170196040554674 }, { "score": 3.112067222595215, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.00015932173214761326 }, { "score": 2.79720139503479, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n", "probability": 0.00011628682899147404 }, { "score": 2.6516237258911133, "text": "any other Person, including SpinCo", "probability": 0.00010053260810996456 }, { "score": 2.3111982345581055, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 7.152568688721211e-05 }, { "score": 1.9598362445831299, "text": "other Person, including SpinCo.", "probability": 5.0334697597792164e-05 }, { "score": 1.7629430294036865, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 4.1338796318194215e-05 }, { "score": 1.4970594644546509, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 3.1687360286682666e-05 }, { "score": 1.1060234308242798, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 2.1431929411043046e-05 }, { "score": 1.0210623741149902, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.968625707517251e-05 }, { "score": 0.7845938205718994, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 1.554054209781207e-05 }, { "score": 0.5398411750793457, "text": "This", "probability": 1.2166661933192691e-05 }, { "score": 0.5220282077789307, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 1.1951856423598637e-05 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Governing Law": [ { "text": "", "score": 12.212850570678711, "probability": 0.9997227421865073 }, { "score": 3.54366397857666, "text": "The terms and conditions set forth in Section 10.2 (Governing Law) through Section 10.19 (Mutual Drafting) of the Separation Agreement are hereby incorporated into this Section 8 as if fully set forth herein.", "probability": 0.00017175115734182714 }, { "score": 2.8386390209198, "text": "The terms and conditions set forth in Section 10.2 (Governing Law) through Section 10.19 (Mutual Drafting) of the Separation Agreement are hereby incorporated into this Section 8 as if fully set forth herein.", "probability": 8.48616015078517e-05 }, { "score": -0.4423401355743408, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 3.190069028065609e-06 }, { "score": -0.7605284452438354, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 2.320666075045367e-06 }, { "score": -0.8567891120910645, "text": "The terms and conditions set forth in Section 10.2 (Governing Law", "probability": 2.107692145411524e-06 }, { "score": -1.0955203771591187, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 1.6600742227516942e-06 }, { "score": -1.3315486907958984, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.3110574170942841e-06 }, { "score": -1.3326209783554077, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 1.309652339994109e-06 }, { "score": -1.430406093597412, "text": "The", "probability": 1.187650038827414e-06 }, { "score": -1.4713150262832642, "text": "Governing Law) through Section 10.19 (Mutual Drafting) of the Separation Agreement are hereby incorporated into this Section 8 as if fully set forth herein.", "probability": 1.1400449195518194e-06 }, { "score": -1.5103750228881836, "text": "The", "probability": 1.0963732291929109e-06 }, { "score": -1.7007722854614258, "text": "The terms and conditions set forth in Section 10.2", "probability": 9.062957471872518e-07 }, { "score": -1.8424253463745117, "text": "The terms and conditions set forth in Section 10.2 (Governing Law", "probability": 7.865943078989799e-07 }, { "score": -1.8550293445587158, "text": "Governing Law) through Section 10.19 (Mutual Drafting) of the Separation Agreement are hereby incorporated into this Section 8 as if fully set forth herein.", "probability": 7.76742292487247e-07 }, { "score": -1.9019455909729004, "text": "The terms and conditions set forth in Section 10.2 (Governing Law) through Section 10.19 (Mutual Drafting) of the Separation Agreement are hereby incorporated into this Section 8 as if fully set forth herein", "probability": 7.411421031469153e-07 }, { "score": -2.0383338928222656, "text": "The terms and conditions set forth in Section 10.2 (Governing Law) through Section 10.19 (Mutual Drafting) of the Separation Agreement are hereby incorporated into this Section 8 as if fully set forth herein. [Remainder of page intentionally left blank]\n\n -19-\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Agreement to be executed by their duly authorized representatives. WESTROCK COMPANY By: /s/ Robert B. McIntosh Name: Robert B. McIntosh Title: Executive Vice President, General Counsel INGEVITY CORPORATION", "probability": 6.466492804908155e-07 }, { "score": -2.0623927116394043, "text": "The terms and conditions set forth in Section 10.2 (Governing Law) through Section 10.19 (Mutual Drafting) of the Separation Agreement are hereby incorporated into this Section 8 as if fully set forth herein", "probability": 6.312773196911647e-07 }, { "score": -2.462343215942383, "text": "The terms and conditions set forth in Section 10.2 (Governing Law) through Section 10.19 (Mutual Drafting) of the Separation Agreement", "probability": 4.2317878700731593e-07 }, { "score": -2.4942359924316406, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 4.0989538867931247e-07 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.054689407348633, "probability": 0.6934946527817566 }, { "score": 10.818496704101562, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.20145193682217488 }, { "score": 8.342812538146973, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.01694320146815751 }, { "score": 8.211955070495605, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license", "probability": 0.01486499607477163 }, { "score": 8.000005722045898, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.012025866167293429 }, { "score": 7.858370780944824, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.010437706796727566 }, { "score": 7.732919216156006, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.009207085383778102 }, { "score": 7.515564441680908, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.007408430167143283 }, { "score": 7.443486213684082, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.006893233895014805 }, { "score": 7.395227432250977, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.006568474108466172 }, { "score": 7.260968208312988, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.005743233218356269 }, { "score": 7.100680351257324, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.00489265192850205 }, { "score": 6.276839256286621, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.002146617565951549 }, { "score": 6.200908184051514, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 0.0019896570872985206 }, { "score": 5.858101844787598, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 0.0014122101602273562 }, { "score": 5.732834339141846, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.0012459377522329857 }, { "score": 5.390326976776123, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.0008846007184901368 }, { "score": 5.39002799987793, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.0008843362828432275 }, { "score": 5.269690990447998, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.0007840716381177454 }, { "score": 5.185968399047852, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 0.0007210999826959642 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Compete": [ { "text": "", "score": 11.878961563110352, "probability": 0.9809367293884308 }, { "score": 7.313850402832031, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 0.01021029781977484 }, { "score": 5.799609184265137, "text": "For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field.", "probability": 0.0022460106152672145 }, { "score": 5.562359809875488, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property:", "probability": 0.0017716409512683882 }, { "score": 4.800498962402344, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 0.0008269966462733562 }, { "score": 4.385257244110107, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI;", "probability": 0.0005459672113291897 }, { "score": 4.322406768798828, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0005127090068492577 }, { "score": 4.226580619812012, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.00046585866639833916 }, { "score": 4.117368698120117, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.;", "probability": 0.00041766111558488986 }, { "score": 3.975700855255127, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes;", "probability": 0.00036249204621424197 }, { "score": 3.948967456817627, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option", "probability": 0.00035292978723714844 }, { "score": 3.6463141441345215, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.0002607640098414235 }, { "score": 3.5499188899993896, "text": "if SpinCo does not initiate such an IP Action itself or through its designee with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP within the Parent Field by a Third Party within ninety (90) days after receipt of a written request from Parent to assume control over the enforcement of such violation of such Licensed SpinCo IP inside the Parent Field, then Parent shall have, with the prior consent of SpinCo, which will not be unreasonably withheld, the right, but not the obligation, to bring and to control such IP Action (provided that if Parent does not do so within thirty (30) days after the end of such original ninety (90) day-deadline, the right to initiate and control an IP Action shall revert back to SpinCo and shall again be subject to the terms set forth above). For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field.", "probability": 0.00023680110451129534 }, { "score": 3.335803270339966, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.00019115888629570594 }, { "score": 2.9042587280273438, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.00012415867756812628 }, { "score": 2.8863685131073, "text": "(ii) if SpinCo does not initiate such an IP Action itself or through its designee with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP within the Parent Field by a Third Party within ninety (90) days after receipt of a written request from Parent to assume control over the enforcement of such violation of such Licensed SpinCo IP inside the Parent Field, then Parent shall have, with the prior consent of SpinCo, which will not be unreasonably withheld, the right, but not the obligation, to bring and to control such IP Action (provided that if Parent does not do so within thirty (30) days after the end of such original ninety (90) day-deadline, the right to initiate and control an IP Action shall revert back to SpinCo and shall again be subject to the terms set forth above). For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field.", "probability": 0.00012195720328293217 }, { "score": 2.877086877822876, "text": "Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 0.00012083047801706325 }, { "score": 2.841607093811035, "text": "(c) who conducts business, operations, or activities within the Parent Field on behalf of Parent or other member of the Parent Group.", "probability": 0.00011661859885852966 }, { "score": 2.6093904972076416, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 9.245223886060216e-05 }, { "score": 2.53664493560791, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein.", "probability": 8.596554813668323e-05 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Exclusivity": [ { "text": "", "score": 12.168344497680664, "probability": 0.8098405754314664 }, { "score": 10.30180549621582, "text": "This Agreement shall exclusively govern the allocation of Assets and Liabilities that are comprised of Intellectual Property of the Parent Group or the SpinCo Group.", "probability": 0.12524832997898608 }, { "score": 8.771550178527832, "text": "(a) any vendor contracts or agreements with a Third Party pursuant to which such Third Party (i) grants or receives a license, permission or use right to Intellectual Property, any covenant not to sue under any Intellectual Property, or access and use rights to information technology (for example, software as a service agreements), or (ii) undertakes an obligation to assign, or has a right to be assigned, Intellectual Property to or by either Party or any member of its Group exclusively for use or in connection with the SpinCo Business as of the Effective Time;", "probability": 0.027113807193839178 }, { "score": 8.109170913696289, "text": "(ii) undertakes an obligation to assign, or has a right to be assigned, Intellectual Property to or by either Party or any member of its Group exclusively for use or in connection with the SpinCo Business as of the Effective Time;", "probability": 0.013980504506058906 }, { "score": 7.45738410949707, "text": "(a) any vendor contracts or agreements with a Third Party pursuant to which such Third Party", "probability": 0.007285434053296288 }, { "score": 6.312685966491699, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.0023190992979431973 }, { "score": 6.050458908081055, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property:", "probability": 0.001784167318648774 }, { "score": 5.969863414764404, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0016460135345682909 }, { "score": 5.827462196350098, "text": "This Agreement shall exclusively govern the allocation of Assets and Liabilities that are comprised of Intellectual Property of the Parent Group or the SpinCo Group", "probability": 0.0014275434594161799 }, { "score": 5.726885795593262, "text": "(a) any vendor contracts or agreements with a Third Party pursuant to which such Third Party (i) grants or receives a license, permission or use right to Intellectual Property, any covenant not to sue under any Intellectual Property, or access and use rights to information technology (for example, software as a service agreements), or (ii) undertakes an obligation to assign, or has a right to be assigned, Intellectual Property to or by either Party or any member of its Group exclusively for use or in connection with the SpinCo Business as of the Effective Time; (b) any contract or agreement pertaining primarily to Intellectual Property that is otherwise expressly contemplated pursuant to this Agreement, the Separation Agreement or any of the Ancillary Agreements to be assigned to, or be a contract or agreement in the name of, SpinCo or any member of the SpinCo Group;", "probability": 0.0012909504186614101 }, { "score": 5.627758979797363, "text": "undertakes an obligation to assign, or has a right to be assigned, Intellectual Property to or by either Party or any member of its Group exclusively for use or in connection with the SpinCo Business as of the Effective Time;", "probability": 0.001169120655754618 }, { "score": 5.613562107086182, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.001152640061873642 }, { "score": 5.5672454833984375, "text": "Matters Governed Exclusively by this Agreement. This Agreement shall exclusively govern the allocation of Assets and Liabilities that are comprised of Intellectual Property of the Parent Group or the SpinCo Group.", "probability": 0.0011004711359948493 }, { "score": 5.434412002563477, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0009635845063655206 }, { "score": 5.383337020874023, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.0009156051474598967 }, { "score": 5.064506530761719, "text": "(ii) undertakes an obligation to assign, or has a right to be assigned, Intellectual Property to or by either Party or any member of its Group exclusively for use or in connection with the SpinCo Business as of the Effective Time; (b) any contract or agreement pertaining primarily to Intellectual Property that is otherwise expressly contemplated pursuant to this Agreement, the Separation Agreement or any of the Ancillary Agreements to be assigned to, or be a contract or agreement in the name of, SpinCo or any member of the SpinCo Group;", "probability": 0.0006656438181538516 }, { "score": 4.94493293762207, "text": "(a) any vendor contracts or agreements with a Third Party pursuant to which such", "probability": 0.0005906248987168891 }, { "score": 4.856638431549072, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI;", "probability": 0.000540711908671449 }, { "score": 4.801511764526367, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0005117109698688126 }, { "score": 4.680662631988525, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property:", "probability": 0.00045346170425612244 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.116512298583984, "probability": 0.9991594336262866 }, { "score": 4.057812213897705, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 0.0003160718475570992 }, { "score": 3.757936716079712, "text": "any other Person, including SpinCo.", "probability": 0.00023418093793767117 }, { "score": 3.6957952976226807, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 0.00022007153160313859 }, { "score": 1.315316915512085, "text": "any other Person, including SpinCo.", "probability": 2.0358006107696228e-05 }, { "score": 0.5951495170593262, "text": "any other Person, including SpinCo", "probability": 9.907646736208917e-06 }, { "score": 0.5330080986022949, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo", "probability": 9.310710816269166e-06 }, { "score": 0.041748225688934326, "text": "For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field.", "probability": 5.6968054207113e-06 }, { "score": -0.054224252700805664, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n", "probability": 5.175485166986996e-06 }, { "score": -0.11351281404495239, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 4.8775572230314775e-06 }, { "score": -0.44419169425964355, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property:", "probability": 3.504211900991522e-06 }, { "score": -1.128633975982666, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 1.7674244317311006e-06 }, { "score": -1.1907753944396973, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 1.6609370733129202e-06 }, { "score": -1.2934532165527344, "text": "This", "probability": 1.4988589565211293e-06 }, { "score": -1.3342461585998535, "text": "other Person, including SpinCo.", "probability": 1.4389464026047274e-06 }, { "score": -1.5884679555892944, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.;", "probability": 1.1159313904113985e-06 }, { "score": -1.6401045322418213, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 1.0597709578657678e-06 }, { "score": -1.7010407447814941, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties. 7.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.", "probability": 9.971207477714174e-07 }, { "score": -1.7631821632385254, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties. 7.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.", "probability": 9.370442021789472e-07 }, { "score": -1.7647255659103394, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI;", "probability": 9.355990811423985e-07 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.91433334350586, "probability": 0.8491910683865014 }, { "score": 8.743313789367676, "text": "Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein.", "probability": 0.03563273215394017 }, { "score": 8.402372360229492, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP. Any such transfer or sublicense shall require the Permitted Party or, in the case of a sale or transfer of a Parent business, the transferee, to agree pursuant to a written agreement to maintain any trade secrets and Information included in the Licensed SpinCo IP in strict confidence. Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein.", "probability": 0.02533845567351651 }, { "score": 7.962452411651611, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property:", "probability": 0.01632019471025082 }, { "score": 7.649327278137207, "text": "Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein.", "probability": 0.011932647687409809 }, { "score": 7.4596405029296875, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.00987090332471168 }, { "score": 7.171014308929443, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI;", "probability": 0.007396191292565393 }, { "score": 7.080121994018555, "text": "For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field.", "probability": 0.006753580864112188 }, { "score": 6.988762855529785, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes;", "probability": 0.006163924840712109 }, { "score": 6.90360164642334, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property", "probability": 0.005660728051849782 }, { "score": 6.841390609741211, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein.", "probability": 0.005319298737095384 }, { "score": 6.628256797790527, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.;", "probability": 0.004298248724542037 }, { "score": 6.26588773727417, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.0029916904808956783 }, { "score": 6.210400581359863, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein.", "probability": 0.002830211517273505 }, { "score": 6.1999640464782715, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 0.0028008275163379434 }, { "score": 5.634897708892822, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.0015917731403391623 }, { "score": 5.592280387878418, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property:", "probability": 0.0015253612335480217 }, { "score": 5.5626139640808105, "text": "(c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI;", "probability": 0.0014807738646911298 }, { "score": 5.547244071960449, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets);", "probability": 0.0014581885417407003 }, { "score": 5.536911487579346, "text": "\"Permitted Party\" shall mean a third party (a) in which Parent or other member of the Parent Group has an ownership interest of greater than fifteen percent (15%); (b) with respect to whom SpinCo has provided its consent to be a sublicensee under the Licensed SpinCo IP, such consent not to be unreasonably withheld; or (c) who conducts business, operations, or activities within the Parent Field on behalf of Parent or other member of the Parent Group.", "probability": 0.001443199257966607 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.184154510498047, "probability": 0.9996539253604029 }, { "score": 2.9799513816833496, "text": "any other Person, including SpinCo.", "probability": 0.00010058079095100503 }, { "score": 2.85764217376709, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 8.900139882078255e-05 }, { "score": 2.5981533527374268, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 6.865975815497295e-05 }, { "score": 2.5158872604370117, "text": "any other Person, including SpinCo.", "probability": 6.323748063338829e-05 }, { "score": -0.1657559871673584, "text": "any other Person, including SpinCo", "probability": 4.328642254542136e-06 }, { "score": -0.21334338188171387, "text": "The Non-Enforcing Party shall cooperate with, and provide reasonable assistance to, the Enforcing Party (and its designees) in connection with any IP Action brought by the Enforcing Party (or its designee) hereunder to the extent relating to the Licensed SpinCo IP, as may be reasonably requested by the Enforcing Party, including by providing access to relevant documents and other evidence (provided that the Parties shall enter into a joint defense agreement with respect to the common interest privilege protecting such communications in a form reasonably acceptable to the Parties) and making its employees available, subject to the other Party's reimbursement of any costs and expenses incurred by the Non-Enforcing Party in providing such assistance.", "probability": 4.1274778528648854e-06 }, { "score": -0.5475540161132812, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo", "probability": 2.9548736645055207e-06 }, { "score": -0.9738852381706238, "text": "other Person, including SpinCo.", "probability": 1.929237167448748e-06 }, { "score": -1.1110219955444336, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties. 7.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.", "probability": 1.682007326528395e-06 }, { "score": -1.2473293542861938, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 1.4676765302083607e-06 }, { "score": -1.2761867046356201, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties. 7.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.", "probability": 1.4259285396561798e-06 }, { "score": -1.4928200244903564, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties. 7.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.", "probability": 1.1481935582569434e-06 }, { "score": -1.5979559421539307, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 1.0336063222702764e-06 }, { "score": -1.6672632694244385, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 9.643959265562716e-07 }, { "score": -1.6715108156204224, "text": "The Non-Enforcing Party shall cooperate with, and provide reasonable assistance to, the Enforcing Party (and its designees) in connection with any IP Action brought by the Enforcing Party (or its designee) hereunder to the extent relating to the Licensed SpinCo IP, as may be reasonably requested by the Enforcing Party, including by providing access to relevant documents and other evidence (provided that the Parties shall enter into a joint defense agreement with respect to the common interest privilege protecting such communications in a form reasonably acceptable to the Parties) and making its employees available, subject to the other Party's reimbursement of any costs and expenses incurred by the Non-Enforcing Party in providing such assistance. The Enforcing Party shall keep the Non-Enforcing Party reasonably informed of any determinations or significant developments in any IP Action initiated by it pursuant to this Section 3.6 and, if the Non-Enforcing Party is SpinCo, then the Parent shall reasonably consult with the SpinCo and take into consideration input provided to Parent by SpinCo to the extent reasonable and provided in a timely manner.", "probability": 9.603082976489417e-07 }, { "score": -1.974548578262329, "text": "any", "probability": 7.092560569923722e-07 }, { "score": -1.9797539710998535, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 7.055736929837604e-07 }, { "score": -2.110276699066162, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n", "probability": 6.192372587375257e-07 }, { "score": -2.249427080154419, "text": "any other Person, including SpinCo", "probability": 5.387965879092049e-07 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.710827827453613, "probability": 0.9902940004143401 }, { "score": 7.02641487121582, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 0.00914849068222966 }, { "score": 3.3423917293548584, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option", "probability": 0.00022982566656029924 }, { "score": 2.626959800720215, "text": "OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.", "probability": 0.00011238035239298193 }, { "score": 1.170551061630249, "text": "For", "probability": 2.6192690474412864e-05 }, { "score": 1.0695821046829224, "text": "any other Person, including SpinCo.", "probability": 2.3677173140301267e-05 }, { "score": 0.990715742111206, "text": "Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 2.1881577281969548e-05 }, { "score": 0.9181597232818604, "text": "For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field.", "probability": 2.0350165488480822e-05 }, { "score": 0.9083317518234253, "text": "For the avoidance of doubt, and without limiting the foregoing, as between the Parties, the Enforcing Party shall have the sole and exclusive right to settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6. For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 2.0151144232434102e-05 }, { "score": 0.7927870750427246, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo", "probability": 1.79522668833847e-05 }, { "score": 0.6939927339553833, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 1.6263479207655084e-05 }, { "score": 0.6155272126197815, "text": "The Enforcing Party shall not settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6 in a manner that would include any admissions of invalidity or unenforceability against the Non-Enforcing Party, or wrongdoing by the Non-Enforcing Party or any of its Group, or imposes any liability or payment or other obligation on the Non-Enforcing Party or any of its Group, without the Non-Enforcing Party's written consent (such consent not to be unreasonably withheld, conditioned or delayed) and in any event, without notifying the Non-Enforcing Party of any such proposed settlement or voluntary consent judgment.", "probability": 1.5036138446165224e-05 }, { "score": 0.5551328659057617, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 1.4154918864164014e-05 }, { "score": 0.21811151504516602, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field", "probability": 1.0105105950220743e-05 }, { "score": -0.38001108169555664, "text": "OF", "probability": 5.556221211532705e-06 }, { "score": -0.4037504196166992, "text": "For the avoidance of doubt, Parent shall", "probability": 5.425873504226675e-06 }, { "score": -0.49001455307006836, "text": "OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY,", "probability": 4.9774353459774444e-06 }, { "score": -0.5683255195617676, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option. 3.7 Bankruptcy. In the event that this Agreement is terminated or rejected by SpinCo, a member of the SpinCo Group or its receiver or trustee under applicable bankruptcy laws due to such Party's bankruptcy, then all rights and licenses granted under or pursuant to this Agreement by SpinCo to Parent are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the \"Code\") and any similar laws in any other country, licenses of rights to \"intellectual property\" as defined under the Code for purposes of Section 365(n).", "probability": 4.60251917865237e-06 }, { "score": -0.5789923667907715, "text": "For the avoidance of doubt, Parent", "probability": 4.553685722243026e-06 }, { "score": -0.6082265377044678, "text": "not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 4.422489544910514e-06 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Termination For Convenience": [ { "score": 13.545703887939453, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 0.32750089087769735 }, { "score": 13.435384750366211, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 0.2932928616787886 }, { "score": 12.454381942749023, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 0.10996573641330241 }, { "score": 12.082418441772461, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n", "probability": 0.07580811380043839 }, { "score": 11.932616233825684, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 0.06526155516628146 }, { "text": "", "score": 11.746175765991211, "probability": 0.05416108455167575 }, { "score": 11.062500953674316, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo", "probability": 0.027338277900746173 }, { "score": 10.975839614868164, "text": "any other Person, including SpinCo.", "probability": 0.025068861598836256 }, { "score": 10.124154090881348, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n", "probability": 0.010696760923938153 }, { "score": 9.325547218322754, "text": "any other Person, including SpinCo.", "probability": 0.004813065049921071 }, { "score": 8.602954864501953, "text": "any other Person, including SpinCo", "probability": 0.0023367048469271423 }, { "score": 7.454461097717285, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 0.0007410019553331748 }, { "score": 7.311906337738037, "text": "Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 0.0006425524862469276 }, { "score": 7.201587200164795, "text": "Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 0.0005754367780958474 }, { "score": 7.06077766418457, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 0.000499855886829554 }, { "score": 6.898252487182617, "text": "This Agreement may be terminated at any time prior to the Effective Time by", "probability": 0.00042487484938943243 }, { "score": 6.579049110412598, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion,", "probability": 0.0003087683368432719 }, { "score": 6.158132553100586, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without", "probability": 0.0002026893921745949 }, { "score": 6.155319690704346, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo", "probability": 0.00020212005591290242 }, { "score": 5.914024353027344, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person", "probability": 0.0001587874506217475 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.236624717712402, "probability": 0.9899940645653019 }, { "score": 6.609064102172852, "text": "To the extent that the transfer or assignment of any SpinCo IP Asset or the assumption of any SpinCo IP Liability requires Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or as otherwise agreed in writing between Parent and SpinCo, neither Parent nor SpinCo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.", "probability": 0.003561345176933573 }, { "score": 5.903740406036377, "text": "if SpinCo does not initiate such an IP Action itself or through its designee with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP within the Parent Field by a Third Party within ninety (90) days after receipt of a written request from Parent to assume control over the enforcement of such violation of such Licensed SpinCo IP inside the Parent Field, then Parent shall have, with the prior consent of SpinCo, which will not be unreasonably withheld, the right, but not the obligation, to bring and to control such IP Action (provided that if Parent does not do so within thirty (30) days after the end of such original ninety (90) day-deadline, the right to initiate and control an IP Action shall revert back to SpinCo and shall again be subject to the terms set forth above).", "probability": 0.0017591216747493135 }, { "score": 5.153492450714111, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0008307442283605167 }, { "score": 5.030861854553223, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.0007348683470763863 }, { "score": 4.964716911315918, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0006878332368875548 }, { "score": 4.524531364440918, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.0004429074684658037 }, { "score": 4.434039115905762, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.00040458774087205206 }, { "score": 4.245263576507568, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.000334987455715766 }, { "score": 3.8072142601013184, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.00021616538134451333 }, { "score": 3.648275852203369, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.00018439964043375455 }, { "score": 3.5034615993499756, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.00015953943105884838 }, { "score": 3.4063947200775146, "text": "To the extent that any Tangible/Intangible Information of Parent is in the possession of SpinCo, is comingled, and separation is not commercially reasonable, SpinCo shall, at its option, (x) separate such comingled Tangible/Intangible Information at its own expense and deliver possession to Parent of any such separated Tangible/Intangible Information by the Delivery Date, without retaining any copies or (y) deliver possession of all of such comingled Tangible/Intangible Information to Parent by the Delivery Date, without retaining any copies.", "probability": 0.00014478128568169192 }, { "score": 3.1656694412231445, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.0001138064217470696 }, { "score": 2.8775429725646973, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 8.531689338074032e-05 }, { "score": 2.7621119022369385, "text": "(ii) if SpinCo does not initiate such an IP Action itself or through its designee with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP within the Parent Field by a Third Party within ninety (90) days after receipt of a written request from Parent to assume control over the enforcement of such violation of such Licensed SpinCo IP inside the Parent Field, then Parent shall have, with the prior consent of SpinCo, which will not be unreasonably withheld, the right, but not the obligation, to bring and to control such IP Action (provided that if Parent does not do so within thirty (30) days after the end of such original ninety (90) day-deadline, the right to initiate and control an IP Action shall revert back to SpinCo and shall again be subject to the terms set forth above).", "probability": 7.601581503689179e-05 }, { "score": 2.757270097732544, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 7.564865090699754e-05 }, { "score": 2.685912609100342, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 7.04386499925916e-05 }, { "score": 2.632416248321533, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP. The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 6.676945779264868e-05 }, { "score": 2.468212127685547, "text": "Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 5.6658478261736263e-05 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Change Of Control": [ { "text": "", "score": 12.231473922729492, "probability": 0.8994272914072999 }, { "score": 8.372023582458496, "text": "On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization:", "probability": 0.01895955218513514 }, { "score": 8.074298858642578, "text": "On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization:", "probability": 0.014077575676027751 }, { "score": 7.8592681884765625, "text": "On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization: (i) Transfer and Assignment of SpinCo IP Assets.", "probability": 0.011353799931679832 }, { "score": 7.497849464416504, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 0.00791004728453077 }, { "score": 7.403176307678223, "text": "in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made.", "probability": 0.00719553433853416 }, { "score": 7.354063034057617, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 0.006850675970427201 }, { "score": 7.184444427490234, "text": "any other Person, including SpinCo.", "probability": 0.005781879036379025 }, { "score": 7.122231960296631, "text": "On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization: (i) Transfer and Assignment of SpinCo IP Assets.", "probability": 0.0054331346742712795 }, { "score": 6.737277030944824, "text": "(a) On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization:", "probability": 0.0036971465747306182 }, { "score": 6.436323642730713, "text": "On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization: (i) Transfer and Assignment of SpinCo IP Assets. Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or to the applicable SpinCo Designees, and SpinCo shall, and shall cause such SpinCo Designees to, accept from Parent and the applicable members of the Parent Group, all of Parent's and such Parent Group member's respective direct or indirect right, title and interest in and to all of the SpinCo IP Assets (it being understood that if any SpinCo IP Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo IP Asset may be assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee);", "probability": 0.0027363035435671737 }, { "score": 6.411155700683594, "text": "in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.", "probability": 0.002668295811667262 }, { "score": 6.309362411499023, "text": "On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization: (i) Transfer and Assignment of SpinCo IP Assets. Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or to the applicable SpinCo Designees, and SpinCo shall, and shall cause such SpinCo Designees to, accept from Parent and the applicable members of the Parent Group, all of Parent's and such Parent Group member's respective direct or indirect right, title and interest in and to all of the SpinCo IP Assets (it being understood that if any SpinCo IP Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo IP Asset may be assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee); and (ii) Acceptance and Assumption of SpinCo IP Liabilities.", "probability": 0.002410048102051869 }, { "score": 6.224521160125732, "text": "(a) On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization: (i) Transfer and Assignment of SpinCo IP Assets.", "probability": 0.002214010230920437 }, { "score": 6.222052574157715, "text": "If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo IP Asset or assumption by the SpinCo Group of any SpinCo IP Liability would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation that has not been obtained or made by the Effective Time, then, unless the Parties shall otherwise mutually agree\n\n -6-\n\n\n\n\n\n\n\n in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made.", "probability": 0.0022085514967806787 }, { "score": 5.979658603668213, "text": "On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization: (i) Transfer and Assignment of SpinCo IP Assets. Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or to the applicable SpinCo Designees, and SpinCo shall, and shall cause such SpinCo Designees to, accept from Parent and the applicable members of the Parent Group, all of Parent's and such Parent Group member's respective direct or indirect right, title and interest in and to all of the SpinCo IP Assets (it being understood that if any SpinCo IP Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo IP Asset may be assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee); and", "probability": 0.0017331540499181174 }, { "score": 5.9039506912231445, "text": "If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities without exchange of further consideration.", "probability": 0.0016067845151536233 }, { "score": 5.7707109451293945, "text": "(a) On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization:", "probability": 0.001406346547046444 }, { "score": 5.6277875900268555, "text": "If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo IP Asset or assumption by the SpinCo Group of any SpinCo IP Liability would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation that has not been obtained or made by the Effective Time, then, unless the Parties shall otherwise mutually agree", "probability": 0.0012190500223130596 }, { "score": 5.534812927246094, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.0011108186015654112 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.211665153503418, "probability": 0.3200538143286287 }, { "score": 12.162738800048828, "text": "If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities without exchange of further consideration.", "probability": 0.30477164704420096 }, { "score": 10.64992904663086, "text": "in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made.", "probability": 0.06713819080328896 }, { "score": 10.485651016235352, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.05696716300289135 }, { "score": 10.113065719604492, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 0.03924757730197268 }, { "score": 10.082372665405273, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.03806124844425744 }, { "score": 9.83084774017334, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.029596962508303362 }, { "score": 9.724308967590332, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 0.026605899196894305 }, { "score": 9.5632905960083, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.02264897492966919 }, { "score": 9.36374568939209, "text": "in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.", "probability": 0.01855185320541755 }, { "score": 9.356128692626953, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.018411080612376375 }, { "score": 9.026924133300781, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.013246695581172342 }, { "score": 8.989590644836426, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.01276126795845659 }, { "score": 8.636667251586914, "text": "Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.008966462691447925 }, { "score": 8.32495403289795, "text": "any other Person, including SpinCo.", "probability": 0.006565167561103099 }, { "score": 8.163477897644043, "text": "Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein. Parent shall remain responsible and liable for the Permitted Parties' exercise of any rights sublicensed hereunder and any use of the Licensed SpinCo IP by such Permitted Party outside of the permitted scope of the license. Parent shall enforce material breaches of the terms of any such sublicense of rights and notify SpinCo of any material violation thereof by a Permitted Party. If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.005586214663208606 }, { "score": 7.90451192855835, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein.", "probability": 0.004311715817863565 }, { "score": 7.325116157531738, "text": "Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.", "probability": 0.0024155817671405347 }, { "score": 7.233015537261963, "text": "If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities", "probability": 0.0022030428870338306 }, { "score": 7.079456329345703, "text": "Any such transfer or sublicense shall require the Permitted Party or, in the case of a sale or transfer of a Parent business, the transferee, to agree pursuant to a written agreement to maintain any trade secrets and Information included in the Licensed SpinCo IP in strict confidence. Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein. Parent shall remain responsible and liable for the Permitted Parties' exercise of any rights sublicensed hereunder and any use of the Licensed SpinCo IP by such Permitted Party outside of the permitted scope of the license. Parent shall enforce material breaches of the terms of any such sublicense of rights and notify SpinCo of any material violation thereof by a Permitted Party. If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.0018894396946726347 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 12.075517654418945, "probability": 0.9800854526233904 }, { "score": 7.474976062774658, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party.", "probability": 0.00984632385441866 }, { "score": 6.774035453796387, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party.", "probability": 0.00488494273983302 }, { "score": 5.622508525848389, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or", "probability": 0.0015443925103564584 }, { "score": 5.489241123199463, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order:", "probability": 0.0013517002347775658 }, { "score": 4.788300514221191, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order:", "probability": 0.0006706033993939872 }, { "score": 4.417134761810303, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.00046266911806278223 }, { "score": 3.795250415802002, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.00024842172470328466 }, { "score": 3.413109540939331, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0001695227150473114 }, { "score": 3.393681287765503, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party", "probability": 0.00016626097239830388 }, { "score": 3.197234630584717, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.000136607523100946 }, { "score": 2.956850528717041, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.00010741801631687501 }, { "score": 2.8057258129119873, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 9.235161570025204e-05 }, { "score": 2.6927406787872314, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party", "probability": 8.248513273003904e-05 }, { "score": 2.0877461433410645, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 4.504326770254504e-05 }, { "score": 1.8837482929229736, "text": "(C) the remainder shall be allocated to the Enforcing Party.", "probability": 3.6731168843312566e-05 }, { "score": 1.291954517364502, "text": "Unless", "probability": 2.032459860374023e-05 }, { "score": 1.283945083618164, "text": "damages", "probability": 2.0162460262730216e-05 }, { "score": 1.164048433303833, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 1.7884346307572832e-05 }, { "score": 0.6505511999130249, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.0701978050271909e-05 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Price Restrictions": [ { "text": "", "score": 12.063650131225586, "probability": 0.9996618586406685 }, { "score": 2.796790361404419, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 9.447285925528898e-05 }, { "score": 2.5583462715148926, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 7.443070063817523e-05 }, { "score": 1.9409239292144775, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 4.0142922862095895e-05 }, { "score": 1.8310461044311523, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 3.5965794450754936e-05 }, { "score": 1.7683639526367188, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 3.3780583367184575e-05 }, { "score": 0.9378931522369385, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.4723066011459687e-05 }, { "score": 0.5864803791046143, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 1.0360521851211553e-05 }, { "score": 0.33002591133117676, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 8.016870546273429e-06 }, { "score": -0.14081978797912598, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 5.006326638179086e-06 }, { "score": -0.5078990459442139, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 3.4681564912535686e-06 }, { "score": -0.5814681053161621, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 3.222167026770247e-06 }, { "score": -0.6780616641044617, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property:", "probability": 2.9254858343129476e-06 }, { "score": -0.8445971608161926, "text": "3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 2.4766951418568996e-06 }, { "score": -1.0830411911010742, "text": "3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.951271159953832e-06 }, { "score": -1.235199213027954, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 1.6758542163111275e-06 }, { "score": -1.3055354356765747, "text": "any other Person, including SpinCo.", "probability": 1.562030835906639e-06 }, { "score": -1.4059662818908691, "text": "(ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.4127751284940843e-06 }, { "score": -1.467742919921875, "text": "Subject", "probability": 1.3281397889456716e-06 }, { "score": -1.5533781051635742, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 1.2191380870394934e-06 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.184884071350098, "probability": 0.9999794676806666 }, { "score": 0.33816730976104736, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 7.161885353547182e-06 }, { "score": 0.29315125942230225, "text": "any other Person, including SpinCo.", "probability": 6.846634471484038e-06 }, { "score": -0.27178215980529785, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 3.891613270999801e-06 }, { "score": -2.6000590324401855, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 3.792904235283795e-07 }, { "score": -2.820842742919922, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 3.041492363957496e-07 }, { "score": -3.0802557468414307, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 2.3465245069372093e-07 }, { "score": -3.108464241027832, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n", "probability": 2.2812574544564573e-07 }, { "score": -3.240497589111328, "text": "This", "probability": 1.9990927606467088e-07 }, { "score": -3.5064878463745117, "text": "Except as may otherwise be mutually agreed by the Parties, as between the Parties, SpinCo shall have the right to enforce the Licensed SpinCo IP as follows:", "probability": 1.5321978389912447e-07 }, { "score": -3.58589768409729, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 1.4152318411090983e-07 }, { "score": -3.5940985679626465, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 1.4036731496617968e-07 }, { "score": -3.7238409519195557, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order:", "probability": 1.2328765470945336e-07 }, { "score": -3.7521419525146484, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo", "probability": 1.1984740164075374e-07 }, { "score": -3.7971580028533936, "text": "any other Person, including SpinCo", "probability": 1.1457197523902972e-07 }, { "score": -3.802812099456787, "text": "any other Person, including SpinCo.", "probability": 1.1392600214105115e-07 }, { "score": -3.926271915435791, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.0069431241374717e-07 }, { "score": -3.968235969543457, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 9.655620398559988e-08 }, { "score": -4.013252258300781, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 9.230598430357316e-08 }, { "score": -4.041229724884033, "text": "other Person, including SpinCo.", "probability": 8.975928788358624e-08 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.095636367797852, "probability": 0.9987573023867173 }, { "score": 4.603533744812012, "text": "\"Permitted Party\" shall mean a third party (a) in which Parent or other member of the Parent Group has an ownership interest of greater than fifteen percent (15%); (b) with respect to whom SpinCo has provided its consent to be a sublicensee under the Licensed SpinCo IP, such consent not to be unreasonably withheld; or (c) who conducts business, operations, or activities within the Parent Field on behalf of Parent or other member of the Parent Group.", "probability": 0.0005567768128563739 }, { "score": 3.7892045974731445, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.00024661670192221763 }, { "score": 3.4118287563323975, "text": "\"Permitted Party\" shall mean a third party (a) in which Parent or other member of the Parent Group has an ownership interest of greater than fifteen percent (15%);", "probability": 0.00016909479521457358 }, { "score": 2.694894552230835, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 8.255999754480996e-05 }, { "score": 2.206702709197998, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 5.066997007807392e-05 }, { "score": 1.2465806007385254, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.9398802172988763e-05 }, { "score": 1.1317243576049805, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 1.72939214306122e-05 }, { "score": 1.1137031316757202, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.698505519840704e-05 }, { "score": 0.8769352436065674, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 1.3404171485112896e-05 }, { "score": 0.6706333160400391, "text": "\"Permitted Party\" shall mean a third party (a) in which Parent or other member of the Parent Group has an ownership interest of greater than fifteen percent", "probability": 1.090546495713435e-05 }, { "score": 0.45870161056518555, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 8.822738685044452e-06 }, { "score": 0.3982100486755371, "text": "\"Permitted Party\" shall mean a third party (a) in which Parent or other member of the Parent Group has an ownership interest of greater than fifteen percent (15%); (b) with respect to whom SpinCo has provided its consent to be a sublicensee under the Licensed SpinCo IP, such consent not to be unreasonably withheld; or (c) who conducts business, operations, or activities within the Parent Field on behalf of Parent or other member of the Parent Group", "probability": 8.30485902693125e-06 }, { "score": 0.17279928922653198, "text": "(b) with respect to whom SpinCo has provided its consent to be a sublicensee under the Licensed SpinCo IP, such consent not to be unreasonably withheld; or (c) who conducts business, operations, or activities within the Parent Field on behalf of Parent or other member of the Parent Group.", "probability": 6.628841209055606e-06 }, { "score": 0.14309406280517578, "text": "any other Person, including SpinCo.", "probability": 6.434825881044962e-06 }, { "score": 0.13923311233520508, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 6.4100292371458156e-06 }, { "score": 0.13150596618652344, "text": "\"Permitted Party\" shall mean a third party", "probability": 6.360688879992608e-06 }, { "score": 0.08905625343322754, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 6.096330136679506e-06 }, { "score": -0.0460665225982666, "text": "any other Person, including SpinCo.", "probability": 5.3258067217642465e-06 }, { "score": -0.19088006019592285, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP. The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 4.607800644605271e-06 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.225541114807129, "probability": 0.5469534354615764 }, { "score": 11.760650634765625, "text": "If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities without exchange of further consideration.", "probability": 0.3435982825265439 }, { "score": 8.75119400024414, "text": "The Parties agree that all intellectual property rights licensed hereunder, including, without limitation, any patents or patent applications in any country of SpinCo or a member of SpinCo Group covered by the license grants under this Agreement, are part of the \"intellectual property\" as defined under the Code for purposes of Section 365(n) subject to the protections afforded the non-terminating Party under Section 365(n) of the Code, and any similar law or regulation in any other country.", "probability": 0.016945741394698132 }, { "score": 8.324734687805176, "text": "comingled Tangible/Intangible Information that is the property of SpinCo, and shall retain such Tangible/Intangible Information in confidence as set forth in the Section 6.9 of the Separation Agreement.", "probability": 0.011062458342415385 }, { "score": 8.18336296081543, "text": "In the event that this Agreement is terminated or rejected by SpinCo, a member of the SpinCo Group or its receiver or trustee under applicable bankruptcy laws due to such Party's bankruptcy, then all rights and licenses granted under or pursuant to this Agreement by SpinCo to Parent are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the \"Code\") and any similar laws in any other country, licenses of rights to \"intellectual property\" as defined under the Code for purposes of Section 365(n). The Parties agree that all intellectual property rights licensed hereunder, including, without limitation, any patents or patent applications in any country of SpinCo or a member of SpinCo Group covered by the license grants under this Agreement, are part of the \"intellectual property\" as defined under the Code for purposes of Section 365(n) subject to the protections afforded the non-terminating Party under Section 365(n) of the Code, and any similar law or regulation in any other country.", "probability": 0.009604056081001072 }, { "score": 7.95011043548584, "text": "The Parties agree that all intellectual property rights licensed hereunder, including, without limitation, any patents or patent applications in any country of SpinCo or a member of SpinCo Group covered by the license grants under this Agreement, are part of the \"intellectual property\" as defined under the Code for purposes of Section 365(n) subject to the protections afforded the non-terminating Party under Section 365(n) of the Code, and any similar law or regulation in any other country.", "probability": 0.007605966403187092 }, { "score": 7.921575546264648, "text": "in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made.", "probability": 0.0073919982908935205 }, { "score": 7.8781938552856445, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.007078177166162455 }, { "score": 7.873141288757324, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.007042504400531087 }, { "score": 7.711882591247559, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.005993677406910896 }, { "score": 7.567686080932617, "text": "In the event that this Agreement is terminated or rejected by SpinCo, a member of the SpinCo Group or its receiver or trustee under applicable bankruptcy laws due to such Party's bankruptcy, then all rights and licenses granted under or pursuant to this Agreement by SpinCo to Parent are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the \"Code\") and any similar laws in any other country, licenses of rights to \"intellectual property\" as defined under the Code for purposes of Section 365(n).", "probability": 0.005188832073245198 }, { "score": 7.478302478790283, "text": "in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.", "probability": 0.004745159451726933 }, { "score": 7.42783784866333, "text": "If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities", "probability": 0.004511638564167194 }, { "score": 7.3913984298706055, "text": "If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities without exchange of further consideration", "probability": 0.004350196370541974 }, { "score": 7.112086296081543, "text": "For the avoidance of doubt, as between the Parties, Parent shall own all right, title and interest in and to any and all Improvements authored, developed, invented, reduced to practice or otherwise created by Parent or any member of the Parent Group and all Intellectual Property rights therein and thereto.", "probability": 0.0032900700388204477 }, { "score": 7.079523086547852, "text": "(a) any vendor contracts or agreements with a Third Party pursuant to which such Third Party (i) grants or receives a license, permission or use right to Intellectual Property, any covenant not to sue under any Intellectual Property, or access and use rights to information technology (for example, software as a service agreements), or (ii) undertakes an obligation to assign, or has a right to be assigned, Intellectual Property to or by either Party or any member of its Group exclusively for use or in connection with the SpinCo Business as of the Effective Time; (b) any contract or agreement pertaining primarily to Intellectual Property that is otherwise expressly contemplated pursuant to this Agreement, the Separation Agreement or any of the Ancillary Agreements to be assigned to, or be a contract or agreement in the name of, SpinCo or any member of the SpinCo Group; and (c) any other contract or agreement exclusively related to the SpinCo IP Assets.", "probability": 0.003184660351837543 }, { "score": 7.021483421325684, "text": "(b) any contract or agreement pertaining primarily to Intellectual Property that is otherwise expressly contemplated pursuant to this Agreement, the Separation Agreement or any of the Ancillary Agreements to be assigned to, or be a contract or agreement in the name of, SpinCo or any member of the SpinCo Group; and (c) any other contract or agreement exclusively related to the SpinCo IP Assets.", "probability": 0.0030050853738725386 }, { "score": 6.993150234222412, "text": "\"SpinCo Intellectual Property\" shall mean (a) the Registrable IP set forth on Schedule 1.16 and (b) all Other IP owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time that is dedicated to the SpinCo Business, including any Other IP set forth on Schedule 1.16; provided, however, that SpinCo Intellectual Property does not include any Registrable IP or Other IP that comprises (i) Mill Recovery Technology/Intellectual Property, or (ii) Pre-applied Adhesives Technology/Intellectual Property.", "probability": 0.0029211366115913335 }, { "score": 6.946463584899902, "text": "Tangible/Intangible Information that is the property of SpinCo, and shall retain such Tangible/Intangible Information in confidence as set forth in the Section 6.9 of the Separation Agreement.", "probability": 0.0027878930790888037 }, { "score": 6.928781509399414, "text": "If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo IP Asset or assumption by the SpinCo Group of any SpinCo IP Liability would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation that has not been obtained or made by the Effective Time, then, unless the Parties shall otherwise mutually agree\n\n -6-\n\n\n\n\n\n\n\n in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made.", "probability": 0.002739030611188187 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.156176567077637, "probability": 0.9838687747127227 }, { "score": 6.792940139770508, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.004610130210420698 }, { "score": 6.483651161193848, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.003383690992303905 }, { "score": 6.01008415222168, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.0021072844208948407 }, { "score": 5.47465705871582, "text": "(f) owned by a third party (including for these purposes any joint venture or partnership or similar business entity of which SpinCo is a member or in which SpinCo has an ownership interest) and not sublicensable to Parent or any member of the Parent Group by SpinCo or any member of the SpinCo Group.", "probability": 0.0012336447767161015 }, { "score": 5.077639579772949, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.0008294068616483874 }, { "score": 4.93196964263916, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.;", "probability": 0.0007169749363202719 }, { "score": 4.684540748596191, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property:", "probability": 0.0005598181448377012 }, { "score": 4.396097183227539, "text": "(e) directed to any products utilizing specialty chemicals derived from co-products of the kraft pulping process sold by SpinCo into the paper or packaging field or any processes for manufacturing such products (including, for the avoidance of doubt, paper sizing); (f) owned by a third party (including for these purposes any joint venture or partnership or similar business entity of which SpinCo is a member or in which SpinCo has an ownership interest) and not sublicensable to Parent or any member of the Parent Group by SpinCo or any member of the SpinCo Group.", "probability": 0.0004195440071668219 }, { "score": 4.174656867980957, "text": "\"Other IP\" shall mean all Intellectual Property, other than Registrable IP, that is owned by either Party or any member of its Group as of the Effective Time.", "probability": 0.00033620735883901253 }, { "score": 4.090049743652344, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.00030893193720314346 }, { "score": 3.895383358001709, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 0.0002542847237946291 }, { "score": 3.7807610034942627, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.00022674640729508896 }, { "score": 3.676516056060791, "text": "(f) owned by a third party (including for these purposes any joint venture or partnership or similar business entity of which SpinCo is a member or in which SpinCo has an ownership interest) and not sublicensable to Parent or any member of the Parent Group by SpinCo or any member of the SpinCo Group.\n\n -2-\n\n\n\n\n\n\n\n 1.7 \"Other IP\" shall mean all Intellectual Property, other than Registrable IP, that is owned by either Party or any member of its Group as of the Effective Time.", "probability": 0.0002042995495739688 }, { "score": 3.6755805015563965, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.0002041085055900834 }, { "score": 3.5909149646759033, "text": "\"SpinCo IP Contracts\" shall mean the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Intellectual Property is bound, whether or not in writing; provided, that SpinCo IP Contracts shall not include any contract or agreement that is expressly contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of the Separation Agreement, this Agreement or any other Ancillary Agreement: (a) any vendor contracts or agreements with a Third Party pursuant to which such Third Party (i) grants or receives a license, permission or use right to Intellectual Property, any covenant not to sue under any Intellectual Property, or access and use rights to information technology (for example, software as a service agreements), or (ii) undertakes an obligation to assign, or has a right to be assigned, Intellectual Property to or by either Party or any member of its Group exclusively for use or in connection with the SpinCo Business as of the Effective Time;", "probability": 0.00018753888408711223 }, { "score": 3.3662915229797363, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.00014980924188576268 }, { "score": 3.274116039276123, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence.", "probability": 0.0001366178046714433 }, { "score": 3.270754814147949, "text": "\"SpinCo IP Contracts\" shall mean the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Intellectual Property is bound, whether or not in writing; provided, that SpinCo IP Contracts shall not include any contract or agreement that is expressly contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of the Separation Agreement, this Agreement or any other Ancillary Agreement:", "probability": 0.00013615937235214893 }, { "score": 3.1934261322021484, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes;", "probability": 0.0001260271516766294 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__License Grant": [ { "score": 12.551996231079102, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.30013655937888 }, { "score": 12.276288986206055, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.22781418626038458 }, { "score": 12.101451873779297, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 0.19127137127929927 }, { "text": "", "score": 11.845645904541016, "probability": 0.14809992909015365 }, { "score": 10.786604881286621, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.051359309718045115 }, { "score": 10.443079948425293, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.03642740173531101 }, { "score": 9.484829902648926, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.013972222347145732 }, { "score": 9.467108726501465, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 0.013726799150304584 }, { "score": 8.571288108825684, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP. The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.005604273584355305 }, { "score": 7.719438552856445, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.0023909239729458472 }, { "score": 7.623063087463379, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP", "probability": 0.002171253011147503 }, { "score": 7.427433013916016, "text": "Neither Parent nor SpinCo nor any member of the Parent Group or SpinCo Group grants any right or license to the other to use any Parent Name or Parent Mark or SpinCo Name or SpinCo Mark in any manner including, without limitation, use in commerce as a trade name, trademark or other designation of origin.", "probability": 0.0017854569053335455 }, { "score": 6.777188777923584, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.;", "probability": 0.0009318626148319934 }, { "score": 6.644613265991211, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0008161595664022873 }, { "score": 6.625225067138672, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business", "probability": 0.0008004881139597268 }, { "score": 6.359988212585449, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI;", "probability": 0.0006139937994638894 }, { "score": 6.301905632019043, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property:", "probability": 0.0005793473717810132 }, { "score": 6.230172634124756, "text": "(c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.;", "probability": 0.0005392445890703337 }, { "score": 6.190379619598389, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 0.0005182077566767487 }, { "score": 6.0290703773498535, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.; (e) directed to any products utilizing specialty chemicals derived from co-products of the kraft pulping process sold by SpinCo into the paper or packaging field or any processes for manufacturing such products (including, for the avoidance of doubt, paper sizing); (f) owned by a third party (including for these purposes any joint venture or partnership or similar business entity of which SpinCo is a member or in which SpinCo has an ownership interest) and not sublicensable to Parent or any member of the Parent Group by SpinCo or any member of the SpinCo Group.", "probability": 0.0004410097545078055 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Transferable License": [ { "score": 13.458721160888672, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.2518169959016986 }, { "score": 13.384000778198242, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.23368691146543824 }, { "score": 12.743194580078125, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP. The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.12312203723610775 }, { "score": 12.514522552490234, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.09795459045275004 }, { "text": "", "score": 12.0516357421875, "probability": 0.06165887630588909 }, { "score": 11.685245513916016, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP. Any such transfer or sublicense shall require the Permitted Party or, in the case of a sale or transfer of a Parent business, the transferee, to agree pursuant to a written agreement to maintain any trade secrets and Information included in the Licensed SpinCo IP in strict confidence. Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein.", "probability": 0.0427439202965412 }, { "score": 11.64509391784668, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.04106168194745121 }, { "score": 11.454671859741211, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 0.03394200441991912 }, { "score": 11.207199096679688, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.02650094924051152 }, { "score": 10.805145263671875, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.01772767042491115 }, { "score": 10.740250587463379, "text": "Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein.", "probability": 0.016613772890068178 }, { "score": 10.36410140991211, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.01140535367730945 }, { "score": 10.325634956359863, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP. Any such transfer or sublicense shall require the Permitted Party or, in the case of a sale or transfer of a Parent business, the transferee, to agree pursuant to a written agreement to maintain any trade secrets and Information included in the Licensed SpinCo IP in strict confidence.", "probability": 0.01097496107686104 }, { "score": 9.723572731018066, "text": "Any such transfer or sublicense shall require the Permitted Party or, in the case of a sale or transfer of a Parent business, the transferee, to agree pursuant to a written agreement to maintain any trade secrets and Information included in the Licensed SpinCo IP in strict confidence. Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein.", "probability": 0.006010777975965727 }, { "score": 9.559453964233398, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence.", "probability": 0.005100993987762046 }, { "score": 9.521512985229492, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.004911082771870165 }, { "score": 9.397358894348145, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein.", "probability": 0.004337683068670009 }, { "score": 9.285202980041504, "text": "Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.003877476037281324 }, { "score": 9.283822059631348, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property,", "probability": 0.0038721252468397194 }, { "score": 8.915885925292969, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable", "probability": 0.002680135576154509 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.094510078430176, "probability": 0.4755391446584089 }, { "score": 11.721899032592773, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 0.32761467809693623 }, { "score": 10.163651466369629, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.06896441105246835 }, { "score": 9.311309814453125, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP. The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.029407476295176614 }, { "score": 8.750419616699219, "text": "\"SpinCo Intellectual Property\" shall mean (a) the Registrable IP set forth on Schedule 1.16 and (b) all Other IP owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time that is dedicated to the SpinCo Business, including any Other IP set forth on Schedule 1.16; provided, however, that SpinCo Intellectual Property does not include any Registrable IP or Other IP that comprises (i) Mill Recovery Technology/Intellectual Property, or (ii) Pre-applied Adhesives Technology/Intellectual Property.", "probability": 0.016782870279513563 }, { "score": 8.567060470581055, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.013971221319589012 }, { "score": 7.981142044067383, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property:", "probability": 0.0077763040493122465 }, { "score": 7.9622111320495605, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP", "probability": 0.007630476203704027 }, { "score": 7.842084884643555, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.006766770945742072 }, { "score": 7.7126383781433105, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI;", "probability": 0.00594516034665203 }, { "score": 7.601764678955078, "text": "\"Licensed SpinCo IP\" means (i) the SpinCo Intellectual Property (excluding Trademark-Related IP), the SpinCo Software, and the SpinCo Technology, and (ii) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the items of the aforementioned clause (i), in each case subject to the limitations set forth herein, and to the extent Controlled by SpinCo or any member of the SpinCo Group as of the Effective Time (including as a result of the assignments made by this Agreement).", "probability": 0.0053212263955885785 }, { "score": 7.601147174835205, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.;", "probability": 0.005317941530679712 }, { "score": 7.513409614562988, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.0048712410379328575 }, { "score": 7.485113620758057, "text": "Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes;", "probability": 0.0047353362795103425 }, { "score": 7.337502479553223, "text": "\"Permitted Party\" shall mean a third party (a) in which Parent or other member of the Parent Group has an ownership interest of greater than fifteen percent (15%); (b) with respect to whom SpinCo has provided its consent to be a sublicensee under the Licensed SpinCo IP, such consent not to be unreasonably withheld; or (c) who conducts business, operations, or activities within the Parent Field on behalf of Parent or other member of the Parent Group.", "probability": 0.004085489716926818 }, { "score": 7.121750831604004, "text": "\"SpinCo Intellectual Property\" shall mean (a) the Registrable IP set forth on Schedule 1.16 and (b) all Other IP owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time that is dedicated to the SpinCo Business, including any Other IP set forth on Schedule 1.16; provided, however, that SpinCo Intellectual Property does not include any Registrable IP or Other IP that comprises (i) Mill Recovery Technology/Intellectual Property, or (ii) Pre-applied Adhesives Technology/Intellectual Property. 1.17 \"SpinCo IP Assets\" means all (i) SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts, and (ii) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the items of the aforementioned clause (i) or the SpinCo IP Liabilities.", "probability": 0.003292640922960162 }, { "score": 7.058984279632568, "text": "(c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI;", "probability": 0.003092325518855071 }, { "score": 7.050245761871338, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.0030654209018285456 }, { "score": 7.046441555023193, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.0030537815599105136 }, { "score": 6.947493076324463, "text": "(c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.;", "probability": 0.0027660828883044057 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.18581771850586, "probability": 0.4319554077757524 }, { "score": 11.177505493164062, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.15759211348505184 }, { "score": 10.98238754272461, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.12965695881457842 }, { "score": 10.478452682495117, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 0.07833208774047672 }, { "score": 9.967105865478516, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP. The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.046974763333410205 }, { "score": 9.8985013961792, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.04386014451273453 }, { "score": 9.319817543029785, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.024589565460936155 }, { "score": 9.241783142089844, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.022743690897727133 }, { "score": 9.103747367858887, "text": "(c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.; (e) directed to any products utilizing specialty chemicals derived from co-products of the kraft pulping process sold by SpinCo into the paper or packaging field or any processes for manufacturing such products (including, for the avoidance of doubt, paper sizing); (f) owned by a third party (including for these purposes any joint venture or partnership or similar business entity of which SpinCo is a member or in which SpinCo has an ownership interest) and not sublicensable to Parent or any member of the Parent Group by SpinCo or any member of the SpinCo Group.", "probability": 0.01981129064011666 }, { "score": 8.319199562072754, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.009040407074378535 }, { "score": 8.226937294006348, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.008243639519585318 }, { "score": 8.054709434509277, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 0.006939391400205079 }, { "score": 8.008444786071777, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.006625656277632979 }, { "score": 7.751987457275391, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.005126853401390723 }, { "score": 6.947933197021484, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.002294323063788324 }, { "score": 6.616832256317139, "text": "Parent shall enforce material breaches of the terms of any such sublicense of rights and notify SpinCo of any material violation thereof by a Permitted Party. If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0016476283627001953 }, { "score": 6.421713829040527, "text": "Parent shall enforce material breaches of the terms of any such sublicense of rights and notify SpinCo of any material violation thereof by a Permitted Party. If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.0013555651750275755 }, { "score": 6.281919479370117, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP", "probability": 0.00117871412655525 }, { "score": 6.184168815612793, "text": "(c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.;", "probability": 0.001068946364526063 }, { "score": 6.0796403884887695, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP. Any such transfer or sublicense shall require the Permitted Party or, in the case of a sale or transfer of a Parent business, the transferee, to agree pursuant to a written agreement to maintain any trade secrets and Information included in the Licensed SpinCo IP in strict confidence.", "probability": 0.0009628525734262228 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.748147010803223, "probability": 0.3512362469758363 }, { "score": 11.362674713134766, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.2388860757284593 }, { "score": 10.945427894592285, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.15739206931275526 }, { "score": 10.560214042663574, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 0.1070746331320318 }, { "score": 10.02595329284668, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.06275670013726295 }, { "score": 9.398906707763672, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.03352256393259722 }, { "score": 8.955162048339844, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 0.021509057014122326 }, { "score": 8.667800903320312, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.016136970726251157 }, { "score": 7.121280670166016, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.0034369784392830455 }, { "score": 6.367003440856934, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP. The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.0016165843467001446 }, { "score": 6.327511310577393, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0015539861899631607 }, { "score": 6.273721694946289, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP", "probability": 0.0014726061901677975 }, { "score": 6.095516681671143, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 0.00123223394342967 }, { "score": 5.029136657714844, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business", "probability": 0.0004241995542200694 }, { "score": 4.89900016784668, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and", "probability": 0.00037243685303290085 }, { "score": 4.822121620178223, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group,", "probability": 0.00034487738695155505 }, { "score": 4.694918155670166, "text": "3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.0003036833325393556 }, { "score": 4.5489959716796875, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 0.0002624507132152737 }, { "score": 4.433401107788086, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-", "probability": 0.00023380055931882798 }, { "score": 4.425004005432129, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 0.00023184553186179882 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Irrevocable Or Perpetual License": [ { "score": 13.640296936035156, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 0.6870216237989402 }, { "text": "", "score": 12.054366111755371, "probability": 0.14067256322311603 }, { "score": 11.567922592163086, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP. The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.08648676734326302 }, { "score": 10.699148178100586, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.03627819998471392 }, { "score": 9.8806791305542, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP", "probability": 0.016002548038007113 }, { "score": 9.245556831359863, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.008479281036192091 }, { "score": 9.203983306884766, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.008133994556578103 }, { "score": 9.022294998168945, "text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "probability": 0.006782622520184625 }, { "score": 8.377543449401855, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.0035594722190003306 }, { "score": 7.853602409362793, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 0.0021078558389474814 }, { "score": 7.62622594833374, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 0.0016791618661220163 }, { "score": 7.016791343688965, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 0.0009128900571871633 }, { "score": 6.318444728851318, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP,", "probability": 0.00045407793178087446 }, { "score": 6.024240493774414, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP. The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP", "probability": 0.0003383444989677206 }, { "score": 5.987549781799316, "text": "Subject", "probability": 0.000326155379536719 }, { "score": 5.496291160583496, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and", "probability": 0.00019956006544661272 }, { "score": 5.481601715087891, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-", "probability": 0.00019665006422077232 }, { "score": 5.219709873199463, "text": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP. The", "probability": 0.0001513407600763272 }, { "score": 4.989864349365234, "text": "License Grant to Parent. Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "probability": 0.00012026389577968987 }, { "score": 4.77103328704834, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business", "probability": 9.662692193912149e-05 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.21110725402832, "probability": 0.9993867108831412 }, { "score": 3.7049665451049805, "text": "Bankruptcy. In the event that this Agreement is terminated or rejected by SpinCo, a member of the SpinCo Group or its receiver or trustee under applicable bankruptcy laws due to such Party's bankruptcy, then all rights and licenses granted under or pursuant to this Agreement by SpinCo to Parent are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the \"Code\") and any similar laws in any other country, licenses of rights to \"intellectual property\" as defined under the Code for purposes of Section 365(n).", "probability": 0.00020209873634860045 }, { "score": 3.5830535888671875, "text": "In the event that this Agreement is terminated or rejected by SpinCo, a member of the SpinCo Group or its receiver or trustee under applicable bankruptcy laws due to such Party's bankruptcy, then all rights and licenses granted under or pursuant to this Agreement by SpinCo to Parent are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the \"Code\") and any similar laws in any other country, licenses of rights to \"intellectual property\" as defined under the Code for purposes of Section 365(n).", "probability": 0.0001789029384625201 }, { "score": 2.5439929962158203, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 6.329351168667942e-05 }, { "score": 2.473276376724243, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 5.897220336040198e-05 }, { "score": 2.251739501953125, "text": "any other Person, including SpinCo.", "probability": 4.725362301817584e-05 }, { "score": 1.3927165269851685, "text": "Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, Parent does hereby, for itself and each other member of the Parent Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge", "probability": 2.0015487595778102e-05 }, { "score": 0.5102968811988831, "text": "3.7 Bankruptcy. In the event that this Agreement is terminated or rejected by SpinCo, a member of the SpinCo Group or its receiver or trustee under applicable bankruptcy laws due to such Party's bankruptcy, then all rights and licenses granted under or pursuant to this Agreement by SpinCo to Parent are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the \"Code\") and any similar laws in any other country, licenses of rights to \"intellectual property\" as defined under the Code for purposes of Section 365(n).", "probability": 8.282018408884873e-06 }, { "score": 0.380637526512146, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 7.274880255467531e-06 }, { "score": -0.03722214698791504, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 4.790178518338183e-06 }, { "score": -0.3572450876235962, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 3.478303723088576e-06 }, { "score": -0.43839263916015625, "text": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 3.2071964886762376e-06 }, { "score": -0.5915495157241821, "text": "Parent Release of SpinCo. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, Parent does hereby, for itself and each other member of the Parent Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge", "probability": 2.75175891027683e-06 }, { "score": -0.7064324021339417, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 2.453112004746574e-06 }, { "score": -0.8894717693328857, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n", "probability": 2.0427931393824455e-06 }, { "score": -0.9283864498138428, "text": "Bankruptcy. In", "probability": 1.96482538124574e-06 }, { "score": -0.9948855638504028, "text": "any other Person, including SpinCo.", "probability": 1.838415874133446e-06 }, { "score": -1.0502994060516357, "text": "In", "probability": 1.739313370392771e-06 }, { "score": -1.2005560398101807, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.4966567494631563e-06 }, { "score": -1.2439055442810059, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "probability": 1.433163562715781e-06 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.366729736328125, "probability": 0.9708458559160388 }, { "score": 7.52897310256958, "text": "Notwithstanding the foregoing, it is understood that signage, letterhead, invoices, business cards, promotional materials and similar items may reference the Parent Name or Parent Mark \"MeadWestvaco\" and \"MWV\" in the same manner as used by SpinCo prior to the Effective Time, during a twelve-month phase out period as SpinCo replaces such Parent Name and Parent Mark with the SpinCo Name and SpinCo Mark.", "probability": 0.007693771259484945 }, { "score": 7.247104167938232, "text": "in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made.", "probability": 0.005803969845445436 }, { "score": 7.068076133728027, "text": "in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.", "probability": 0.0048525973870573525 }, { "score": 6.512595176696777, "text": "Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.", "probability": 0.0027844020548227254 }, { "score": 6.205892086029053, "text": "If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo IP Asset or assumption by the SpinCo Group of any SpinCo IP Liability would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation that has not been obtained or made by the Effective Time, then, unless the Parties shall otherwise mutually agree\n\n -6-\n\n\n\n\n\n\n\n in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made.", "probability": 0.002048955308446176 }, { "score": 6.026864051818848, "text": "If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo IP Asset or assumption by the SpinCo Group of any SpinCo IP Liability would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation that has not been obtained or made by the Effective Time, then, unless the Parties shall otherwise mutually agree\n\n -6-\n\n\n\n\n\n\n\n in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.", "probability": 0.0017130955950375262 }, { "score": 6.024467468261719, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.0017089949340537301 }, { "score": 5.337454319000244, "text": "If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo IP Asset or assumption by the SpinCo Group of any SpinCo IP Liability would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation that has not been obtained or made by the Effective Time, then, unless the Parties shall otherwise mutually agree", "probability": 0.0008597550899604716 }, { "score": 4.072226047515869, "text": "Notwithstanding the foregoing, it is understood that signage, letterhead, invoices, business cards, promotional materials and similar items may reference the Parent Name or Parent Mark \"MeadWestvaco\" and \"MWV\" in the same manner as used by SpinCo prior to the Effective Time, during a twelve-month phase out period as SpinCo replaces such Parent Name and Parent Mark with the SpinCo Name and SpinCo Mark", "probability": 0.00024260128616677203 }, { "score": 4.042672157287598, "text": "Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.", "probability": 0.0002355363862431422 }, { "score": 4.022292137145996, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence.", "probability": 0.00023078473379724304 }, { "score": 3.6860556602478027, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.00016488510711176963 }, { "score": 3.674757480621338, "text": "On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization:", "probability": 0.00016303268973092037 }, { "score": 3.446596622467041, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein.", "probability": 0.0001297734026519289 }, { "score": 3.422781467437744, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.0001267193397836687 }, { "score": 3.328094244003296, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.00011527118636087374 }, { "score": 3.2924654483795166, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 0.00011123651485957138 }, { "score": 3.050255298614502, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 8.730856335773322e-05 }, { "score": 2.980837821960449, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 8.145339958923648e-05 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Audit Rights": [ { "text": "", "score": 12.268960952758789, "probability": 0.9999994238725782 }, { "score": -3.2811992168426514, "text": "any other Person, including SpinCo.", "probability": 1.7646191802888136e-07 }, { "score": -3.8241851329803467, "text": "The Party requesting Information pursuant to Section 5.1(b) above agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested Information). Except as may be otherwise specifically provided elsewhere in this Agreement, the Separation Agreement,", "probability": 1.0252628196027008e-07 }, { "score": -3.865807294845581, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 9.834650552719504e-08 }, { "score": -4.230969429016113, "text": "Except as may otherwise be mutually agreed by the Parties, as between the Parties, SpinCo shall have the right to enforce the Licensed SpinCo IP as follows:", "probability": 6.826074646577297e-08 }, { "score": -5.364750862121582, "text": "Except as may otherwise be mutually agreed by the Parties, as between the Parties, SpinCo shall have the right to enforce the Licensed SpinCo IP as follows:", "probability": 2.1967266213236646e-08 }, { "score": -5.511729717254639, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 1.8964609622095724e-08 }, { "score": -6.047430038452148, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or", "probability": 1.1099213718164455e-08 }, { "score": -6.0865797996521, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 1.067307813172747e-08 }, { "score": -6.39470911026001, "text": "This", "probability": 7.842794387230778e-09 }, { "score": -6.411750793457031, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order:", "probability": 7.71027237619516e-09 }, { "score": -6.447067737579346, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.", "probability": 7.442721466588793e-09 }, { "score": -6.452944278717041, "text": "any other Person, including SpinCo.", "probability": 7.399112268835236e-09 }, { "score": -6.623600959777832, "text": "The Party requesting Information pursuant to Section 5.1(b) above agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested Information).", "probability": 6.2382727943071506e-09 }, { "score": -6.646735668182373, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n", "probability": 6.095608780377335e-09 }, { "score": -6.739912986755371, "text": "(a) Control of Enforcement IP Actions. Except as may otherwise be mutually agreed by the Parties, as between the Parties, SpinCo shall have the right to enforce the Licensed SpinCo IP as follows:", "probability": 5.553294311497002e-09 }, { "score": -6.744885444641113, "text": "Except as may be otherwise specifically provided elsewhere in this Agreement, the Separation Agreement,", "probability": 5.525749329292831e-09 }, { "score": -6.892210483551025, "text": "To the extent Parent is in possession of any comingled Tangible/Intangible Information, that is not separated by SpinCo pursuant to Section 5.1(a)(i), then Parent shall be entitled to maintain possession of such Tangible/Intangible Information, but (A) shall provide reasonable access to SpinCo upon SpinCo's request, including the opportunity to make extracts or copies, and (B) Parent shall not use or otherwise access that portion of the\n\n -15-\n\n\n\n\n\n\n\n comingled Tangible/Intangible Information that is the property of SpinCo, and shall retain such Tangible/Intangible Information in confidence as set forth in the Section 6.9 of the Separation Agreement.", "probability": 4.768795820556026e-09 }, { "score": -6.921075820922852, "text": "As between the Parties, all right, title and interest in and to all Licensed SpinCo IP shall be owned by SpinCo and the other members of the SpinCo Group, and Parent shall not acquire, and nothing contained herein shall be construed as conferring, by implication, estoppel or otherwise, any license or other right, title or interest in or to such Licensed SpinCo IP or any other Intellectual Property owned by SpinCo or of any of its Group, except for the license granted to Parent pursuant to Section 3.1. 3.5 Improvements. For the avoidance of doubt, as between the Parties, Parent shall own all right, title and interest in and to any and all Improvements authored, developed, invented, reduced to practice or otherwise created by Parent or any member of the Parent Group and all Intellectual Property rights therein and thereto. 3.6 Enforcement of Licensed IP. (a) Control of Enforcement IP Actions. Except as may otherwise be mutually agreed by the Parties, as between the Parties, SpinCo shall have the right to enforce the Licensed SpinCo IP as follows:", "probability": 4.63311064061656e-09 }, { "score": -6.924327373504639, "text": "other Person, including SpinCo.", "probability": 4.618070303226573e-09 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Uncapped Liability": [ { "score": 13.104631423950195, "text": "In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.", "probability": 0.5812516763766353 }, { "text": "", "score": 12.362565994262695, "probability": 0.27675106264178145 }, { "score": 10.873876571655273, "text": "In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.", "probability": 0.06245391899283863 }, { "score": 10.769782066345215, "text": "OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.", "probability": 0.05627973273451653 }, { "score": 9.277254104614258, "text": "\"Parent IP Liabilities\" means all Liabilities relating to, arising out of or resulting from exploitation by, or on behalf of the Parent Group, of: (i) Intellectual Property, Software, Technology owned by Parent Group (\"Parent IP Assets\"); (ii) the Information that is exclusively related to the items of the aforementioned clause (i); and (iii) all Liabilities arising from the use by the Parent Group of Common Information.", "probability": 0.012651888867937808 }, { "score": 7.580204010009766, "text": "Nothing contained in Section 4.1(a) or Section 4.1(b) shall release any Person from: (i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement; (ii) any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of the Separation Agreement; or (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1.", "probability": 0.0023181198022690806 }, { "score": 7.283836364746094, "text": "\"Parent IP Liabilities\" means all Liabilities relating to, arising out of or resulting from exploitation by, or on behalf of the Parent Group, of: (i) Intellectual Property, Software, Technology owned by Parent Group (\"Parent IP Assets\"); (ii) the Information that is exclusively related to the items of the aforementioned clause (i); and (iii) all Liabilities arising from the use by the Parent Group of Common Information.", "probability": 0.0017235545923950778 }, { "score": 6.660058975219727, "text": "any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties. 7.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.", "probability": 0.0009236809051378326 }, { "score": 6.636933326721191, "text": "In addition, nothing contained in Section 4.1(a) or Section 4.1(b) shall release any member of the Parent Group from honoring its existing obligations to indemnify any director, officer or employee of SpinCo who was a director, officer or employee of any member of the Parent Group on or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action (as defined in the Separation Agreement) with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if the underlying obligation giving rise to such Action is a SpinCo IP Liability, SpinCo shall indemnify Parent for such Liability (including Parent's costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Section 4.", "probability": 0.000902565282471431 }, { "score": 6.5157084465026855, "text": "OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF", "probability": 0.0007995236737428559 }, { "score": 6.439855098724365, "text": "In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement", "probability": 0.0007411201773041085 }, { "score": 6.269321918487549, "text": "Nothing contained in Section 4.1(a) or Section 4.1(b) shall release any Person from:", "probability": 0.0006249237326345794 }, { "score": 6.224918842315674, "text": "Each Party acknowledges and agrees that with respect to the indemnification obligations set forth in Section 4.2 above, the terms and conditions of Section 4.4 (Indemnification Obligations Net of Insurance Proceeds and Other Amounts) through Section 4.10 (Survival of Indemnities) of the Separation Agreement are hereby incorporated by reference and shall apply to such indemnification obligations.", "probability": 0.0005977822387196059 }, { "score": 6.051702499389648, "text": "EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND SPINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SPINCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SEPARATION AGREEMENT, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS", "probability": 0.0005027083573108353 }, { "score": 5.676533222198486, "text": "Nothing contained in Section 4.1(a) or Section 4.1(b) shall release any Person from: (i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement;", "probability": 0.00034544758299217626 }, { "score": 5.518642425537109, "text": "if SpinCo does not initiate such an IP Action itself or through its designee with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP within the Parent Field by a Third Party within ninety (90) days after receipt of a written request from Parent to assume control over the enforcement of such violation of such Licensed SpinCo IP inside the Parent Field, then Parent shall have, with the prior consent of SpinCo, which will not be unreasonably withheld, the right, but not the obligation, to bring and to control such IP Action (provided that if Parent does not do so within thirty (30) days after the end of such original ninety (90) day-deadline, the right to initiate and control an IP Action shall revert back to SpinCo and shall again be subject to the terms set forth above). For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field.", "probability": 0.0002949925558324911 }, { "score": 5.247735023498535, "text": "\"SpinCo IP Liabilities\" means all Liabilities relating to, arising out of or resulting from exploitation by, or on behalf of the SpinCo Group, of: (i) the SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts; (ii) the Information that is exclusively related to the items of the aforementioned clause (i); and (iii) all Liabilities arising from the use by the SpinCo Group of Common Information.", "probability": 0.00022498702176958045 }, { "score": 5.186887264251709, "text": "EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THE SEPARATION AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN \"AS IS,\" \"WHERE IS\" BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.", "probability": 0.00021170524644173355 }, { "score": 5.178025245666504, "text": "In", "probability": 0.00020983739928561094 }, { "score": 5.082770347595215, "text": "If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities without exchange of further consideration.", "probability": 0.00019077181798303998 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.193248748779297, "probability": 0.8517614179255066 }, { "score": 10.018411636352539, "text": "In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.", "probability": 0.09678280549095808 }, { "score": 8.836820602416992, "text": "OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.", "probability": 0.029692019777494597 }, { "score": 7.5390520095825195, "text": "Each Party acknowledges and agrees that with respect to the indemnification obligations set forth in Section 4.2 above, the terms and conditions of Section 4.4 (Indemnification Obligations Net of Insurance Proceeds and Other Amounts) through Section 4.10 (Survival of Indemnities) of the Separation Agreement are hereby incorporated by reference and shall apply to such indemnification obligations.", "probability": 0.008110096139604703 }, { "score": 6.543553352355957, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order:", "probability": 0.0029969978330134724 }, { "score": 6.064232349395752, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or", "probability": 0.001855752106846504 }, { "score": 6.042067527770996, "text": "OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF", "probability": 0.0018150721893953644 }, { "score": 5.67478609085083, "text": "\"Parent IP Liabilities\" means all Liabilities relating to, arising out of or resulting from exploitation by, or on behalf of the Parent Group, of: (i) Intellectual Property, Software, Technology owned by Parent Group (\"Parent IP Assets\"); (ii) the Information that is exclusively related to the items of the aforementioned clause (i); and (iii) all Liabilities arising from the use by the Parent Group of Common Information.", "probability": 0.0012571456622696845 }, { "score": 5.519063472747803, "text": "\"SpinCo IP Liabilities\" means all Liabilities relating to, arising out of or resulting from exploitation by, or on behalf of the SpinCo Group, of: (i) the SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts; (ii) the Information that is exclusively related to the items of the aforementioned clause (i); and (iii) all Liabilities arising from the use by the SpinCo Group of Common Information.", "probability": 0.0010758609079444853 }, { "score": 5.371282577514648, "text": "EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THE SEPARATION AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN \"AS IS,\" \"WHERE IS\" BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.", "probability": 0.0009280592422900285 }, { "score": 5.365137100219727, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order:", "probability": 0.0009223733643997472 }, { "score": 4.968286514282227, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this", "probability": 0.0006202356622303213 }, { "score": 4.84794807434082, "text": "Nothing contained in Section 4.1(a) or Section 4.1(b) shall release any Person from:", "probability": 0.0005499135402090052 }, { "score": 4.457607746124268, "text": "Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless the Parent Indemnitees from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, (a) any SpinCo IP Liability, and (b) any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo IP Liabilities in accordance with their terms, whether arising prior to, on or after the Effective Time.", "probability": 0.00037219605240247574 }, { "score": 4.1883625984191895, "text": "deferral of the assumption of such Delayed SpinCo IP Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by SpinCo or the member of the SpinCo Group entitled to the Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by SpinCo or the member of the SpinCo Group entitled to such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability.", "probability": 0.00028434138903846704 }, { "score": 3.999502182006836, "text": "If any transfer or assignment of any SpinCo IP Asset (or a portion thereof) or any assumption of any SpinCo IP Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.3(b) or for any other reason (any such SpinCo IP Asset (or a portion thereof), a \"Delayed SpinCo IP Asset\" and any such SpinCo IP Liability (or a portion thereof), a \"Delayed SpinCo IP Liability\"), then, insofar as reasonably possible and subject to applicable Law, the member of the Parent Group retaining such Delayed SpinCo IP Asset or such Delayed SpinCo IP Liability, as the case may be, shall thereafter hold such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, for the use and benefit of the member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto).", "probability": 0.000235406821776444 }, { "score": 3.8896708488464355, "text": "OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.", "probability": 0.00021092103901403496 }, { "score": 3.789870023727417, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this", "probability": 0.0001908872645130536 }, { "score": 3.7212812900543213, "text": "In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement", "probability": 0.0001782334632077857 }, { "score": 3.6150102615356445, "text": "EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND SPINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SPINCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SEPARATION AGREEMENT, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS", "probability": 0.0001602641278850887 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.125801086425781, "probability": 0.9919651341627461 }, { "score": 6.750150203704834, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party.", "probability": 0.004590720929239938 }, { "score": 5.553682327270508, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order:", "probability": 0.001387591069969514 }, { "score": 5.026338577270508, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party.", "probability": 0.0008189153571432134 }, { "score": 4.674817085266113, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or", "probability": 0.0005762025438282886 }, { "score": 3.8298707008361816, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order:", "probability": 0.0002475253133762049 }, { "score": 3.6924943923950195, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order:", "probability": 0.00021575349833730437 }, { "score": 2.2099556922912598, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or", "probability": 4.898910098545819e-05 }, { "score": 2.174851655960083, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party", "probability": 4.7299220155832965e-05 }, { "score": 2.082969903945923, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order:", "probability": 4.314696401355071e-05 }, { "score": 1.0533318519592285, "text": "damages", "probability": 1.540934285205654e-05 }, { "score": 0.5401625633239746, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party),", "probability": 9.223962482078125e-06 }, { "score": 0.45104002952575684, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party", "probability": 8.437467309284346e-06 }, { "score": 0.19207221269607544, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 6.512441113113185e-06 }, { "score": 0.05866098403930664, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6,", "probability": 5.699070755784688e-06 }, { "score": -0.04305386543273926, "text": "Unless", "probability": 5.147897025810235e-06 }, { "score": -0.6704797744750977, "text": "Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n -11-\n\n\n\n\n\n\n\n damages", "probability": 2.748794296046081e-06 }, { "score": -0.9063796997070312, "text": "(A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party.", "probability": 2.1711618792837357e-06 }, { "score": -1.1406712532043457, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action", "probability": 1.7176737405957442e-06 }, { "score": -1.1784281730651855, "text": "damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this", "probability": 1.6540287509768508e-06 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.882760047912598, "probability": 0.9998432137173638 }, { "score": 3.0267136096954346, "text": "Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (\"Delivery Date\"), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party, without retaining any copies.", "probability": 0.00014249505839423527 }, { "score": -1.0074191093444824, "text": "Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (\"Delivery Date\"), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party, without retaining any copies", "probability": 2.5223086223767506e-06 }, { "score": -1.0229864120483398, "text": "Subject", "probability": 2.4833471300392935e-06 }, { "score": -1.1284102201461792, "text": "any other Person, including SpinCo.", "probability": 2.234870962122591e-06 }, { "score": -1.4117517471313477, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 1.6834444533733656e-06 }, { "score": -1.8287739753723145, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 1.1094004520422897e-06 }, { "score": -2.382655382156372, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 6.375888298728516e-07 }, { "score": -2.4733011722564697, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 5.823361266395917e-07 }, { "score": -2.5158603191375732, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 5.580723822827549e-07 }, { "score": -2.5992846488952637, "text": "5.1 Agreement for Transfer and Exchange of Information. (a) Each of Parent and SpinCo, on behalf of itself and each member of its Group, acknowledges and agrees that, with respect to Information that it will own as a result of the Separation, each is entitled to physical possession of Information that exists in tangible and intangible form, including Software, Technology, or electronic data that may exist on hard-drives, or other electronic storage means (\"Tangible/Intangible Information\"). Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (\"Delivery Date\"), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party, without retaining any copies.", "probability": 5.134046581643385e-07 }, { "score": -2.8386614322662354, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 4.0411017783451734e-07 }, { "score": -3.257005214691162, "text": "Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (\"Delivery Date\"), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party", "probability": 2.6595942931255577e-07 }, { "score": -3.2981696128845215, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 2.5523364423922707e-07 }, { "score": -3.366888999938965, "text": "5. EXCHANGE OF INFORMATION; CONFIDENTIALITY 5.1 Agreement for Transfer and Exchange of Information. (a) Each of Parent and SpinCo, on behalf of itself and each member of its Group, acknowledges and agrees that, with respect to Information that it will own as a result of the Separation, each is entitled to physical possession of Information that exists in tangible and intangible form, including Software, Technology, or electronic data that may exist on hard-drives, or other electronic storage means (\"Tangible/Intangible Information\"). Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (\"Delivery Date\"), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party, without retaining any copies.", "probability": 2.3828322579916191e-07 }, { "score": -3.5794270038604736, "text": "4.3 Other Terms and Conditions Incorporated by Reference. Each Party acknowledges and agrees that with respect to the indemnification obligations set forth in Section 4.2 above, the terms and conditions of Section 4.4 (Indemnification Obligations Net of Insurance Proceeds and Other Amounts) through Section 4.10 (Survival of Indemnities) of the Separation Agreement are hereby incorporated by reference and shall apply to such indemnification obligations. 5. EXCHANGE OF INFORMATION; CONFIDENTIALITY 5.1 Agreement for Transfer and Exchange of Information. (a) Each of Parent and SpinCo, on behalf of itself and each member of its Group, acknowledges and agrees that, with respect to Information that it will own as a result of the Separation, each is entitled to physical possession of Information that exists in tangible and intangible form, including Software, Technology, or electronic data that may exist on hard-drives, or other electronic storage means (\"Tangible/Intangible Information\"). Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (\"Delivery Date\"), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party, without retaining any copies.", "probability": 1.9265903848815947e-07 }, { "score": -3.677410364151001, "text": "(a) Each of Parent and SpinCo, on behalf of itself and each member of its Group, acknowledges and agrees that, with respect to Information that it will own as a result of the Separation, each is entitled to physical possession of Information that exists in tangible and intangible form, including Software, Technology, or electronic data that may exist on hard-drives, or other electronic storage means (\"Tangible/Intangible Information\"). Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (\"Delivery Date\"), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party, without retaining any copies.", "probability": 1.7467701259413322e-07 }, { "score": -3.815244674682617, "text": "For the avoidance of doubt, no Party shall be required to provide to the other Party any updates, improvements, or additions to any Intellectual Property that it owns after the Effective Time. 5.3 Compensation for Providing Information. The Party requesting Information pursuant to Section 5.1(b) above agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested Information). Except as may be otherwise specifically provided elsewhere in this Agreement, the Separation Agreement,", "probability": 1.5218613069903716e-07 }, { "score": -3.8601038455963135, "text": "Each Party acknowledges and agrees that with respect to the indemnification obligations set forth in Section 4.2 above, the terms and conditions of Section 4.4 (Indemnification Obligations Net of Insurance Proceeds and Other Amounts) through Section 4.10 (Survival of Indemnities) of the Separation Agreement are hereby incorporated by reference and shall apply to such indemnification obligations. 5. EXCHANGE OF INFORMATION; CONFIDENTIALITY 5.1 Agreement for Transfer and Exchange of Information. (a) Each of Parent and SpinCo, on behalf of itself and each member of its Group, acknowledges and agrees that, with respect to Information that it will own as a result of the Separation, each is entitled to physical possession of Information that exists in tangible and intangible form, including Software, Technology, or electronic data that may exist on hard-drives, or other electronic storage means (\"Tangible/Intangible Information\"). Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (\"Delivery Date\"), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party, without retaining any copies.", "probability": 1.455100483224854e-07 }, { "score": -3.914314031600952, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.3783191821435628e-07 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Insurance": [ { "text": "", "score": 12.21721076965332, "probability": 0.9999374325582557 }, { "score": 0.9758517146110535, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 1.3119359103744492e-05 }, { "score": 0.9264794588088989, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 1.2487356815974226e-05 }, { "score": 0.4396311044692993, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 7.67423276789332e-06 }, { "score": 0.3531996011734009, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 7.0387937987475515e-06 }, { "score": 0.09144878387451172, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 5.417779270426936e-06 }, { "score": 0.033684492111206055, "text": "any other Person, including SpinCo.", "probability": 5.1136923211195115e-06 }, { "score": -0.9489455223083496, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of\n\n -17-\n\n\n\n\n\n\n\n any other Person, including SpinCo.", "probability": 1.9141845253324044e-06 }, { "score": -0.9724898338317871, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 1.8696427785031683e-06 }, { "score": -1.2945425510406494, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 1.3548553120714778e-06 }, { "score": -1.3139853477478027, "text": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "probability": 1.328767566842158e-06 }, { "score": -1.6636066436767578, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 9.36721351385089e-07 }, { "score": -1.8075205087661743, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business", "probability": 8.111654081606883e-07 }, { "score": -1.9590156078338623, "text": "3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 6.971334738501087e-07 }, { "score": -2.008388042449951, "text": "3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 6.635501636053813e-07 }, { "score": -2.093332529067993, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "probability": 6.095128117665062e-07 }, { "score": -2.495236396789551, "text": "3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 4.0779153536857674e-07 }, { "score": -2.4986371994018555, "text": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business,", "probability": 4.064070723269128e-07 }, { "score": -2.581667900085449, "text": "3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 3.7402573223251785e-07 }, { "score": -2.6698086261749268, "text": "Subject", "probability": 3.4246993462040393e-07 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Covenant Not To Sue": [ { "score": 12.87468147277832, "text": "Neither Parent nor SpinCo shall make, and shall not permit any member of the Parent Group or SpinCo Group, as the case may be, to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against the other Party or any other member of the Parent Group or SpinCo Group, as the case may be, or any other Person released pursuant to Section 4.1(a) or Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(a) or Section 4.1(b).", "probability": 0.49242074615609827 }, { "text": "", "score": 12.039955139160156, "probability": 0.21370727237943746 }, { "score": 11.355645179748535, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 0.10780211016767982 }, { "score": 11.064921379089355, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 0.0806060277312239 }, { "score": 9.847898483276367, "text": "The Enforcing Party shall not settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6 in a manner that would include any admissions of invalidity or unenforceability against the Non-Enforcing Party, or wrongdoing by the Non-Enforcing Party or any of its Group, or imposes any liability or payment or other obligation on the Non-Enforcing Party or any of its Group, without the Non-Enforcing Party's written consent (such consent not to be unreasonably withheld, conditioned or delayed) and in any event, without notifying the Non-Enforcing Party of any such proposed settlement or voluntary consent judgment. For the avoidance of doubt, and without limiting the foregoing, as between the Parties, the Enforcing Party shall have the sole and exclusive right to settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6. For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 0.02386828372037886 }, { "score": 9.649614334106445, "text": "For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field.", "probability": 0.01957525732688351 }, { "score": 9.31187915802002, "text": "OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.", "probability": 0.013964678976227784 }, { "score": 8.87927532196045, "text": "The Enforcing Party shall not settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6 in a manner that would include any admissions of invalidity or unenforceability against the Non-Enforcing Party, or wrongdoing by the Non-Enforcing Party or any of its Group, or imposes any liability or payment or other obligation on the Non-Enforcing Party or any of its Group, without the Non-Enforcing Party's written consent (such consent not to be unreasonably withheld, conditioned or delayed) and in any event, without notifying the Non-Enforcing Party of any such proposed settlement or voluntary consent judgment.", "probability": 0.009060527808207456 }, { "score": 8.848034858703613, "text": "For the avoidance of doubt, and without limiting the foregoing, as between the Parties, the Enforcing Party shall have the sole and exclusive right to settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6. For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.", "probability": 0.008781848423445343 }, { "score": 8.651081085205078, "text": "Neither Parent nor SpinCo shall make, and shall not permit any member of the Parent Group or SpinCo Group, as the case may be, to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against the other Party or any other member of the Parent Group or SpinCo Group, as the case may be, or any other Person released pursuant to Section 4.1(a) or Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(a) or Section 4.1(b). (e) Execution of Further Releases. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1.", "probability": 0.00721190504193843 }, { "score": 8.258681297302246, "text": "The Enforcing Party shall not settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6 in a manner that would include any admissions of invalidity or unenforceability against the Non-Enforcing Party, or wrongdoing by the Non-Enforcing Party or any of its Group, or imposes any liability or payment or other obligation on the Non-Enforcing Party or any of its Group, without the Non-Enforcing Party's written consent (such consent not to be unreasonably withheld, conditioned or delayed) and in any event, without notifying the Non-Enforcing Party of any such proposed settlement or voluntary consent judgment. For the avoidance of doubt, and without limiting the foregoing, as between the Parties, the Enforcing Party shall have the sole and exclusive right to settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6.", "probability": 0.004871166083726205 }, { "score": 7.779343128204346, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option", "probability": 0.0030161922201263213 }, { "score": 7.726589202880859, "text": "The Party initiating or otherwise controlling any enforcement IP Action hereunder (the \"Enforcing Party\"), including the right to communicate any objection or other form of challenge to any Third Party, shall, as between the Parties, have the right to select counsel for any IP Action initiated by it or its designee pursuant to this Section 3.6.", "probability": 0.002861200397715054 }, { "score": 7.642762660980225, "text": "For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option", "probability": 0.002631133427434417 }, { "score": 7.6418023109436035, "text": "For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field. (b) Enforcement Action Process. (i) The Party initiating or otherwise controlling any enforcement IP Action hereunder (the \"Enforcing Party\"), including the right to communicate any objection or other form of challenge to any Third Party, shall, as between the Parties, have the right to select counsel for any IP Action initiated by it or its designee pursuant to this Section 3.6.", "probability": 0.002628607831273316 }, { "score": 7.400156021118164, "text": "(ii) undertakes an obligation to assign, or has a right to be assigned, Intellectual Property to or by either Party or any member of its Group exclusively for use or in connection with the SpinCo Business as of the Effective Time; (b) any contract or agreement pertaining primarily to Intellectual Property that is otherwise expressly contemplated pursuant to this Agreement, the Separation Agreement or any of the Ancillary Agreements to be assigned to, or be a contract or agreement in the name of, SpinCo or any member of the SpinCo Group; and (c) any other contract or agreement exclusively related to the SpinCo IP Assets.", "probability": 0.0020643348634269685 }, { "score": 7.258816719055176, "text": "For the avoidance of doubt, and without limiting the foregoing, as between the Parties, the Enforcing Party shall have the sole and exclusive right to settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6.", "probability": 0.0017922445491997206 }, { "score": 6.908836364746094, "text": "(b) any contract or agreement pertaining primarily to Intellectual Property that is otherwise expressly contemplated pursuant to this Agreement, the Separation Agreement or any of the Ancillary Agreements to be assigned to, or be a contract or agreement in the name of, SpinCo or any member of the SpinCo Group; and (c) any other contract or agreement exclusively related to the SpinCo IP Assets.", "probability": 0.0012629981999128658 }, { "score": 6.654722213745117, "text": "OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF", "probability": 0.0009795855226214533 }, { "score": 6.5631632804870605, "text": "Neither Parent nor SpinCo shall make, and shall not permit any member of the Parent Group or SpinCo Group, as the case may be, to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against the other Party or any other member of the Parent Group or SpinCo Group, as the case may be, or any other Person released pursuant to Section 4.1(a) or Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(a) or Section 4.1(b", "probability": 0.0008938791730426036 } ], "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Third Party Beneficiary": [ { "score": 13.607525825500488, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.43177638800656953 }, { "score": 13.51305103302002, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.3928520356655771 }, { "text": "", "score": 12.141924858093262, "probability": 0.09971407758715621 }, { "score": 11.316950798034668, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.04369933158345545 }, { "score": 10.4190673828125, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.017804467183724828 }, { "score": 9.202895164489746, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license", "probability": 0.005276574788256114 }, { "score": 8.9326753616333, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license", "probability": 0.004027143718707432 }, { "score": 8.370101928710938, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "probability": 0.002294428830841927 }, { "score": 7.4722185134887695, "text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to", "probability": 0.0009348216859130042 }, { "score": 6.5863518714904785, "text": "\"Permitted Party\" shall mean a third party (a) in which Parent or other member of the Parent Group has an ownership interest of greater than fifteen percent (15%); (b) with respect to whom SpinCo has provided its consent to be a sublicensee under the Licensed SpinCo IP, such consent not to be unreasonably withheld; or (c) who conducts business, operations, or activities within the Parent Field on behalf of Parent or other member of the Parent Group.", "probability": 0.00038547994135551544 }, { "score": 5.97583532333374, "text": "\"Permitted Party\" shall mean a third party (a) in which Parent or other member of the Parent Group has an ownership interest of greater than fifteen percent (15%); (b) with respect to whom SpinCo has provided its consent to be a sublicensee under the Licensed SpinCo IP, such consent not to be unreasonably withheld; or (c) who conducts business, operations, or activities within the Parent Field on behalf of Parent or other member of the Parent Group.", "probability": 0.0002093426976282921 }, { "score": 5.699919700622559, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n -9-\n\n\n\n\n\n\n\n use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group", "probability": 0.00015886534998280029 }, { "score": 5.570008277893066, "text": "Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 0.0001395112949339211 }, { "score": 5.502640724182129, "text": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license. 3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field,", "probability": 0.00013042234752582986 }, { "score": 5.432694911956787, "text": "If", "probability": 0.00012161158049308745 }, { "score": 5.422616004943848, "text": "If", "probability": 0.00012039202489927898 }, { "score": 5.3818583488464355, "text": "Each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all SpinCo IP Liabilities and obtain in writing the unconditional release of each member of the Parent Group that is a party to any such arrangements, so that, in any such case, the members of the SpinCo Group shall be solely responsible for such SpinCo IP Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor SpinCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendment or release is requested.", "probability": 0.0001155837801422079 }, { "score": 5.114439487457275, "text": "Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 8.846232673878267e-05 }, { "score": 4.9768757820129395, "text": "If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2", "probability": 7.70930450303924e-05 }, { "score": 4.935475826263428, "text": "Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this Section 3.2 in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "probability": 7.396656106837256e-05 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Document Name": [ { "score": 14.36312484741211, "text": "JOINT VENTURE AGREEMENT", "probability": 0.2705242119593584 }, { "score": 14.01198959350586, "text": "JOINT VENTURE AGREEMENT BETWEEN NOVO INTEGRATED SCIENCES INC. (\"NVOS\") AND HARVEST GOLD FARMS INC. 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(\"HGF\") FOR THE DEVELOPMENT, MANAGEMENT AND OPERATION OF HEMP FARMING AND MEDICINAL CROPS\n\n\n\n\n\nJOINT VENTURE AGREEMENT Dated as of December 19, 2019 This Joint Venture Agreement (the \"Agreement\") is entered into between Novo Integrated Sciences Inc., a Nevada Corporation with offices located at 11120 NE 2nd Street, Suite 200, Bellevue, Washington 98004, U.S.A (herein referred to as \"NVOS\") and Harvest Gold Farms Inc.,", "probability": 0.03464685660131658 }, { "score": 11.580013275146484, "text": "NVOS\") AND HARVEST GOLD FARMS INC. 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NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 0.03447066457145136 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Agreement Date": [ { "score": 15.529003143310547, "text": "December 19, 2019", "probability": 0.4812249993337389 }, { "score": 14.73505973815918, "text": "December 19, 2019", "probability": 0.21754191174972815 }, { "score": 14.035816192626953, "text": "December 19, 2019", "probability": 0.10810986560074941 }, { "score": 13.358514785766602, "text": "December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. 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(c) \"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc. (d) \"Cost\" means cost of goods sold as defined in the financials of the Primary Project. (e) \"Effective Date\" is the date of the most recent final signature on this Agreement.", "probability": 0.006036667342231412 }, { "score": 10.971521377563477, "text": "December 19, 2019. (c) \"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc. (d) \"Cost\" means cost of goods sold as defined in the financials of the Primary Project. (e) \"Effective Date\" is the date of the most recent final signature on this Agreement.", "probability": 0.005182369049394539 }, { "score": 10.638792037963867, "text": "December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc.", "probability": 0.0037155731921651885 }, { "score": 10.634693145751953, "text": "December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 0.003700374628062189 }, { "score": 10.611560821533203, "text": "December 19, 2019. (c) \"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc. (d) \"Cost\" means cost of goods sold as defined in the financials of the Primary Project. (e) \"Effective Date\" is the date of the most recent final signature on this Agreement.", "probability": 0.0036157588157943624 }, { "score": 10.264265060424805, "text": "December 18, 2019", "probability": 0.002554881850255833 }, { "score": 10.162019729614258, "text": "December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 0.002306567870219678 }, { "score": 8.992355346679688, "text": "December 18, 2019.", "probability": 0.0007161227173791246 }, { "score": 8.621034622192383, "text": "(e) \"Effective Date\" is the date of the most recent final signature on this Agreement.", "probability": 0.0004939976799773876 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Expiration Date": [ { "score": 15.991595268249512, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.", "probability": 0.7729959435755032 }, { "score": 14.711393356323242, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.", "probability": 0.21487831453818038 }, { "text": "", "score": 11.56784439086914, "probability": 0.009267585887066495 }, { "score": 9.781950950622559, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date", "probability": 0.0015536849294821217 }, { "score": 7.943395137786865, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 0.00024710885534797713 }, { "score": 7.834654808044434, "text": ".", "probability": 0.0002216475748344985 }, { "score": 7.604605674743652, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 0.00017609779364095886 }, { "score": 7.337467193603516, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date", "probability": 0.0001348146679536913 }, { "score": 7.242826461791992, "text": "unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.", "probability": 0.0001226408632532797 }, { "score": 6.914492607116699, "text": "initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.", "probability": 8.831645280934473e-05 }, { "score": 6.359123706817627, "text": "shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.", "probability": 5.068132595983509e-05 }, { "score": 6.328245162963867, "text": "The", "probability": 4.914027555522405e-05 }, { "score": 6.19741153717041, "text": "expires in five (5) years from the date of Effective Date.", "probability": 4.311389559901617e-05 }, { "score": 6.000035285949707, "text": ".", "probability": 3.539140866541288e-05 }, { "score": 5.903282165527344, "text": "five (5) years from the date of Effective Date.", "probability": 3.212761617312299e-05 }, { "score": 5.761736869812012, "text": ", expires in five (5) years from the date of Effective Date.", "probability": 2.788728029536601e-05 }, { "score": 5.5533127784729, "text": "in five (5) years from the date of Effective Date.", "probability": 2.2640641554372595e-05 }, { "score": 5.363304138183594, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 1.8722723561279012e-05 }, { "score": 5.285471439361572, "text": "from the date of Effective Date.", "probability": 1.7320750801816616e-05 }, { "score": 5.256072044372559, "text": "this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.", "probability": 1.6818943762321704e-05 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Renewal Term": [ { "score": 14.127278327941895, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 0.4020336113949992 }, { "score": 13.886405944824219, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 0.3159750682216385 }, { "score": 12.880450248718262, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.11555049451059017 }, { "score": 12.453106880187988, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.07536660314687273 }, { "score": 11.847162246704102, "text": "It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.04111691583500287 }, { "text": "", "score": 11.335527420043945, "probability": 0.024650194419569733 }, { "score": 11.178668975830078, "text": "It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.021071603817387888 }, { "score": 8.213011741638184, "text": "8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.0010857479553421498 }, { "score": 8.105110168457031, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 0.0009746932587186604 }, { "score": 7.4539971351623535, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 0.0005082684646784043 }, { "score": 6.979818344116211, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding", "probability": 0.00031634424093950205 }, { "score": 6.85828161239624, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.000280141339292246 }, { "score": 6.836942672729492, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding", "probability": 0.0002742267501181787 }, { "score": 6.380067825317383, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement", "probability": 0.00017365671912198592 }, { "score": 6.097019195556641, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.00013084741092020654 }, { "score": 6.020698070526123, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.00012123256396488152 }, { "score": 5.945549964904785, "text": "8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.00011245606494051898 }, { "score": 5.839338302612305, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties.", "probability": 0.00010112435015595785 }, { "score": 5.7710771560668945, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement", "probability": 9.445181428091592e-05 }, { "score": 5.355233192443848, "text": "NV", "probability": 6.231772146545709e-05 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": [ { "score": 13.438177108764648, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 0.766002909515383 }, { "text": "", "score": 11.774654388427734, "probability": 0.14513484092630174 }, { "score": 11.109569549560547, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.07463267461614355 }, { "score": 9.008358001708984, "text": "It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.009128184829639724 }, { "score": 7.524586200714111, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding", "probability": 0.0020700961593814464 }, { "score": 7.082090854644775, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties.", "probability": 0.0013298946305388961 }, { "score": 5.909353256225586, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.00041162691562606727 }, { "score": 5.465062141418457, "text": "8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "probability": 0.0002639675765993516 }, { "score": 5.3504838943481445, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement", "probability": 0.00023539101678853936 }, { "score": 4.980878829956055, "text": "It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties.", "probability": 0.00016265688273087666 }, { "score": 4.840113639831543, "text": "HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 0.00014129893861700914 }, { "score": 4.5476765632629395, "text": "NV", "probability": 0.00010547149233176925 }, { "score": 4.478050231933594, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination.", "probability": 9.837772143148815e-05 }, { "score": 3.8081414699554443, "text": "It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 5.0345317117190356e-05 }, { "score": 3.75559139251709, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It", "probability": 4.776797953362418e-05 }, { "score": 3.7169077396392822, "text": "and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 4.59554237577435e-05 }, { "score": 3.6384921073913574, "text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties", "probability": 4.248946851879309e-05 }, { "score": 3.407100200653076, "text": "OS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 3.371235336648699e-05 }, { "score": 3.4022135734558105, "text": ".", "probability": 3.354801551955886e-05 }, { "score": 3.2492716312408447, "text": "It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement", "probability": 2.879022067304554e-05 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Governing Law": [ { "text": "", "score": 12.152530670166016, "probability": 0.999287389560983 }, { "score": 4.87368631362915, "text": "\"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law.", "probability": 0.0006894907881536667 }, { "score": -0.2231287658214569, "text": "(i) \"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law.", "probability": 4.217060230769395e-06 }, { "score": -0.30280542373657227, "text": "\"", "probability": 3.894096154347375e-06 }, { "score": -0.4118175506591797, "text": "\"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law. (j) \"NHL\" means Novo Healthnet Limited.", "probability": 3.491912123861351e-06 }, { "score": -0.5594363212585449, "text": "\"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc. (d) \"Cost\" means cost of goods sold as defined in the financials of the Primary Project. (e) \"Effective Date\" is the date of the most recent final signature on this Agreement. (f) \"EPC\" means engineering, procurement, construction contracts. (g) \"HFG\" means Harvest Gold Farms Inc. (h) \"Joint Venture\" means a business arrangement where NVOS and HGF have agreed to pool their resources for the purpose of the Primary Project. (i) \"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law.", "probability": 3.0126819703056955e-06 }, { "score": -1.132265567779541, "text": "\"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law", "probability": 1.6989347815049972e-06 }, { "score": -1.757167935371399, "text": "Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law.", "probability": 9.094630468419435e-07 }, { "score": -1.771164894104004, "text": "\"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law. (j) \"NHL\" means Novo Healthnet Limited. (k) \"NVOS\" means Novo Integrated Sciences Inc. (l) \"Parties\" means collectively, Harvest Gold Farms Inc. and Novo Integrated Sciences Inc. (m) \"Party\" identifies, separately, either Harvest Gold Farms Inc. or Novo Integrated Sciences Inc. (n) \"Primary Contract\" means the terms set out in this agreement for the Primary Project.", "probability": 8.968220045600346e-07 }, { "score": -1.9474539756774902, "text": "\"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law. (j) \"NHL\" means Novo Healthnet Limited. (k) \"NVOS\" means Novo Integrated Sciences Inc.", "probability": 7.518736766315689e-07 }, { "score": -2.1182169914245605, "text": "\"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law. (j) \"NHL\" means Novo Healthnet Limited. (k) \"NVOS\" means Novo Integrated Sciences Inc. (l) \"Parties\" means collectively, Harvest Gold Farms Inc. and Novo Integrated Sciences Inc.", "probability": 6.338455488069038e-07 }, { "score": -2.165687084197998, "text": "\"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law. (j) \"NHL\" means Novo Healthnet Limited. (k) \"NVOS\" means Novo Integrated Sciences Inc. (l) \"Parties\" means collectively, Harvest Gold Farms Inc. and Novo Integrated Sciences Inc. (m) \"Party\" identifies, separately, either Harvest Gold Farms Inc. or Novo Integrated Sciences Inc.", "probability": 6.044598311375539e-07 }, { "score": -2.258279323577881, "text": "\"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law. (j) \"NHL\" means Novo Healthnet Limited", "probability": 5.51004501458662e-07 }, { "score": -2.2646641731262207, "text": "\"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law. (j) \"NHL", "probability": 5.474976279597427e-07 }, { "score": -2.334078311920166, "text": "\"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law. (j) \"", "probability": 5.107825647705683e-07 }, { "score": -2.51477313041687, "text": "Harvest Gold Farms Inc., a corporation organized under the laws of New Brunswick, Canada", "probability": 4.2634512544422357e-07 }, { "score": -2.7034049034118652, "text": "\"Agreement\" means this Joint Venture Agreement, dated December 19, 2019. (c) \"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc. (d) \"Cost\" means cost of goods sold as defined in the financials of the Primary Project. (e) \"Effective Date\" is the date of the most recent final signature on this Agreement. (f) \"EPC\" means engineering, procurement, construction contracts. (g) \"HFG\" means Harvest Gold Farms Inc. (h) \"Joint Venture\" means a business arrangement where NVOS and HGF have agreed to pool their resources for the purpose of the Primary Project. (i) \"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law.", "probability": 3.530527216516338e-07 }, { "score": -3.1509156227111816, "text": "\"Joint Venture\" means a business arrangement where NVOS and HGF have agreed to pool their resources for the purpose of the Primary Project. (i) \"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law.", "probability": 2.2567743017592285e-07 }, { "score": -3.175992488861084, "text": "Harvest Gold Farms Inc., a corporation organized under the laws of New Brunswick, Canada with offices located at 866 E. H. Daigle Blvd, Grand Falls, New Brunswick, E3Z 3E8, Canada (herein referred to as \"HGF\").", "probability": 2.2008851656455077e-07 }, { "score": -3.4106624126434326, "text": "Joint Venture Agreement, dated December 19, 2019. (c) \"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc. (d) \"Cost\" means cost of goods sold as defined in the financials of the Primary Project. (e) \"Effective Date\" is the date of the most recent final signature on this Agreement. (f) \"EPC\" means engineering, procurement, construction contracts. (g) \"HFG\" means Harvest Gold Farms Inc. (h) \"Joint Venture\" means a business arrangement where NVOS and HGF have agreed to pool their resources for the purpose of the Primary Project. (i) \"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law.", "probability": 1.7405300681160283e-07 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Most Favored Nation": [ { "text": "", "score": 11.976396560668945, "probability": 0.9168942678011329 }, { "score": 8.333220481872559, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 0.023994294778434497 }, { "score": 7.748582363128662, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A. ARTICLE 11 - MANAGEMENT PERSONNEL 11.1 All staffing, including but not limited to, management, specialized or general labor requirements for farming will be the sole responsibility of HGF. ARTICLE 12 - DIVIDEND DISTRIBUTIONS 12.1 The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF.", "probability": 0.013372200544351955 }, { "score": 7.6977434158325195, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 0.01270936366794408 }, { "score": 7.106756687164307, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF.", "probability": 0.007038198832753794 }, { "score": 6.8533525466918945, "text": "To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.005462727184205347 }, { "score": 6.645184516906738, "text": "To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.004436119995731136 }, { "score": 6.0172200202941895, "text": "NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares.", "probability": 0.0023674551999063893 }, { "score": 5.966704845428467, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares.", "probability": 0.0022508331759163616 }, { "score": 5.812444686889648, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.0019290743752188113 }, { "score": 5.7431440353393555, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 0.0017999153535489174 }, { "score": 5.644237518310547, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.0016304126152281793 }, { "score": 5.187647819519043, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.0010327688735497819 }, { "score": 5.015247344970703, "text": "Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata adjustment in the event that NVOS shall, prior to the issuance date, approve any forward stock split, reverse stock split or other capitalization re-structure.\n\n\n\n\n\nARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 0.0008692217113412163 }, { "score": 4.982373237609863, "text": "10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 0.0008411114056241861 }, { "score": 4.965757369995117, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares.", "probability": 0.0008272510794183366 }, { "score": 4.96400260925293, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.0008258007245852619 }, { "score": 4.654012680053711, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 0.0006056871276185563 }, { "score": 4.648983955383301, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.000602648939326052 }, { "score": 4.4833269119262695, "text": "9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.000510646614164353 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Compete": [ { "text": "", "score": 12.005609512329102, "probability": 0.9999741925733289 }, { "score": 0.8425227403640747, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 1.4188020449579003e-05 }, { "score": -0.07010495662689209, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 5.696034786369495e-06 }, { "score": -1.126662254333496, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company", "probability": 1.980229968248241e-06 }, { "score": -1.8475978374481201, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels;", "probability": 9.629800349167172e-07 }, { "score": -2.4044699668884277, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 5.51786143475021e-07 }, { "score": -2.4545695781707764, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 5.248229348158297e-07 }, { "score": -3.363997220993042, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 2.1137489191254097e-07 }, { "score": -3.4617507457733154, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction;", "probability": 1.9169005505993876e-07 }, { "score": -3.4649953842163086, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 1.9106909807337636e-07 }, { "score": -3.4891622066497803, "text": "NV", "probability": 1.865069138927726e-07 }, { "score": -3.5923097133636475, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions;", "probability": 1.682281011588198e-07 }, { "score": -3.6363885402679443, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels", "probability": 1.6097385759110878e-07 }, { "score": -3.7535409927368164, "text": "ARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.4317813067599583e-07 }, { "score": -3.876920461654663, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture;", "probability": 1.2655918384042987e-07 }, { "score": -3.9880576133728027, "text": "NV", "probability": 1.1324718454052723e-07 }, { "score": -4.036476135253906, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 1.0789455219527842e-07 }, { "score": -4.0386786460876465, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 1.0765717478428735e-07 }, { "score": -4.085651874542236, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 1.027171035806662e-07 }, { "score": -4.190896511077881, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development.", "probability": 9.245610633431696e-08 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Exclusivity": [ { "text": "", "score": 12.127927780151367, "probability": 0.9999882915531043 }, { "score": 0.23477602005004883, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 6.83698667070622e-06 }, { "score": -1.110212802886963, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.7813264197146743e-06 }, { "score": -1.462153673171997, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.2528455399461547e-06 }, { "score": -3.497626781463623, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company. ARTICLE 21 - DISPUTES 21.1 The Parties shall negotiate in good faith and make every effort to settle any dispute, or claim, that may arise out of, or relate to, the Agreement. If agreement cannot be reached, an aggrieved Party shall, if he intends to proceed further in terms of Section 21.", "probability": 1.636450195302162e-07 }, { "score": -3.6504640579223633, "text": "HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.4045150799263696e-07 }, { "score": -3.6737217903137207, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 1.3722261827906387e-07 }, { "score": -3.7213358879089355, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 1.3084199633276117e-07 }, { "score": -3.7215805053710938, "text": "10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.308099940099976e-07 }, { "score": -3.72782039642334, "text": "\"Joint Venture\" means a business arrangement where NVOS and HGF have agreed to pool their resources for the purpose of the Primary Project.", "probability": 1.2999629523487917e-07 }, { "score": -3.838094711303711, "text": "ARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.1642317774267103e-07 }, { "score": -3.8836450576782227, "text": "10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.1123902790409752e-07 }, { "score": -3.9052257537841797, "text": "HGF\"). NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 1.088641303888889e-07 }, { "score": -3.9394493103027344, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party", "probability": 1.0520144521315386e-07 }, { "score": -3.9755048751831055, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 1.0147591433157095e-07 }, { "score": -4.009521484375, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 9.808209812201532e-08 }, { "score": -4.055580139160156, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 9.366702526586012e-08 }, { "score": -4.0886077880859375, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development.", "probability": 9.062395301712914e-08 }, { "score": -4.094921588897705, "text": "The parties will work in a Joint Venture relationship with NVOS providing the development and operation of the project including sales and HGF providing the land, farming expertise, biomass and necessary approvals for the development of the agricultural project.", "probability": 9.005357395370267e-08 }, { "score": -4.11017370223999, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 8.869048803148233e-08 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": [ { "text": "", "score": 12.06610107421875, "probability": 0.9999231403724729 }, { "score": 2.5298404693603516, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 7.218072839442045e-05 }, { "score": -1.927976131439209, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party", "probability": 8.364040156936696e-07 }, { "score": -1.9780406951904297, "text": "NV", "probability": 7.955607444542152e-07 }, { "score": -2.082646369934082, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels;", "probability": 7.165453436640818e-07 }, { "score": -2.6875553131103516, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels", "probability": 3.913227186842873e-07 }, { "score": -2.7310714721679688, "text": "Parties\" and separately as a \"Party.\"", "probability": 3.746590558375332e-07 }, { "score": -3.1784348487854004, "text": "HGF\"). NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 2.3952386365392574e-07 }, { "score": -3.213216781616211, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties", "probability": 2.313359813497604e-07 }, { "score": -3.3942131996154785, "text": "HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 1.9303561402930224e-07 }, { "score": -3.8718385696411133, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\"", "probability": 1.1973121200615473e-07 }, { "score": -4.057445526123047, "text": "NVOS", "probability": 9.94487438274611e-08 }, { "score": -4.076926231384277, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions;", "probability": 9.753016051286827e-08 }, { "score": -4.0893354415893555, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 9.632736654597677e-08 }, { "score": -4.110101699829102, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries;", "probability": 9.434763453387529e-08 }, { "score": -4.158279895782471, "text": "\"Party.\"", "probability": 8.990989519800967e-08 }, { "score": -4.238398551940918, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS", "probability": 8.298744640337742e-08 }, { "score": -4.257772445678711, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries", "probability": 8.139513091640097e-08 }, { "score": -4.356917858123779, "text": "NVOS and HGF", "probability": 7.371232682712345e-08 }, { "score": -4.480827331542969, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture;", "probability": 6.512187853781077e-08 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": [ { "text": "", "score": 11.889440536499023, "probability": 0.9997849616428267 }, { "score": 3.3769962787628174, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.00020090883314960383 }, { "score": -0.09431672096252441, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF", "probability": 6.243483245268239e-06 }, { "score": -1.2260305881500244, "text": "Provide elite farming expertise for the purposes of maximizing potential profits, inclusive of harvesting techniques and process flow and engineering.", "probability": 2.013399066831204e-06 }, { "score": -1.3016343116760254, "text": "During", "probability": 1.8667905040129168e-06 }, { "score": -2.3189401626586914, "text": "During the term of this agreement", "probability": 6.749712357814699e-07 }, { "score": -2.591639757156372, "text": "Provide elite farming expertise for the purposes of maximizing potential profits, inclusive of harvesting techniques and process flow and engineering.", "probability": 5.13870085627078e-07 }, { "score": -2.6802115440368652, "text": "The provisions of this paragraph may not be waived as set forth herein. [Signatures Appear on Following Page]\n\n\n\n\n\nARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc. By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 4.7031312436471035e-07 }, { "score": -2.965503215789795, "text": "\u25cf Provide elite farming expertise for the purposes of maximizing potential profits, inclusive of harvesting techniques and process flow and engineering.", "probability": 3.535790294590525e-07 }, { "score": -3.1090505123138428, "text": "WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels; NOW THEREFORE, the Parties agree to sign this Agreement for the purposes of developing, managing and arranging medicinal farming projects involving hemp and cannabis cash crops (hereinafter referred to as the \"Primary Project\") under the following terms set out in this Agreement for the noted project (herein, referred to as the \"Primary Contract\").\n\n\n\n\n\nARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.1 For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set forth below and grammatical variations of such terms shall have corresponding meanings: (a) \"Action\" means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise. (b) \"Agreement\" means this Joint Venture Agreement, dated December 19, 2019. (c) \"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc.", "probability": 3.062983805390806e-07 }, { "score": -3.2138874530792236, "text": "NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 2.758129134038508e-07 }, { "score": -3.3343586921691895, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein,", "probability": 2.445088603226964e-07 }, { "score": -3.3356733322143555, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 2.441876303806556e-07 }, { "score": -3.691383123397827, "text": "The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis. 15.3 The Company's fiscal year is September 1 through August 31. ARTICLE 16 - TAXES 16.1 The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 1.7109639576002966e-07 }, { "score": -3.9111990928649902, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement", "probability": 1.3733334506431213e-07 }, { "score": -3.9720208644866943, "text": "HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 1.29229432932555e-07 }, { "score": -3.989800214767456, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 1.2695212212003132e-07 }, { "score": -4.016086101531982, "text": "Provide elite farming expertise for the purposes of maximizing potential profits, inclusive of harvesting techniques and process flow and engineering", "probability": 1.2365854988524386e-07 }, { "score": -4.027222156524658, "text": ".", "probability": 1.2228912064514752e-07 }, { "score": -4.117337226867676, "text": "ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 1.1175098101339211e-07 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": [ { "text": "", "score": 12.169266700744629, "probability": 0.9999994553076932 }, { "score": -2.6637566089630127, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 3.6149274872524656e-07 }, { "score": -4.782149314880371, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 4.3460360797754856e-08 }, { "score": -5.3793134689331055, "text": "Harvest Gold Farms Inc.", "probability": 2.3919287038996963e-08 }, { "score": -5.829643249511719, "text": "Assign and direct operational staff from onset to agreement termination.", "probability": 1.52465819270126e-08 }, { "score": -5.869673728942871, "text": "HGF\"). NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 1.464830841973223e-08 }, { "score": -6.360931873321533, "text": "(q) \"Taxing Authority\" means the Internal Revenue Service, the Canada Revenue Agency and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax. (r) \"Tax Return\" means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of a Tax or the administration of any Law relating to any Tax. 1.2 Interpretive Provisions. Unless the express context otherwise requires:", "probability": 8.962656955022984e-09 }, { "score": -6.484374523162842, "text": "9.2 Assign and direct operational staff from onset to agreement termination.", "probability": 7.921844485907077e-09 }, { "score": -6.539269924163818, "text": "Parties\" and separately as a \"Party.\"", "probability": 7.498692465014094e-09 }, { "score": -6.5467963218688965, "text": ".", "probability": 7.442466179366991e-09 }, { "score": -6.5805253982543945, "text": "NV", "probability": 7.195624933866023e-09 }, { "score": -6.686367511749268, "text": "SCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 6.472944333712511e-09 }, { "score": -6.709562301635742, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 6.3245335817176655e-09 }, { "score": -6.806650161743164, "text": "Unless the express context otherwise requires:", "probability": 5.739364154775407e-09 }, { "score": -6.825560569763184, "text": "To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination.", "probability": 5.6318502070707835e-09 }, { "score": -6.873490810394287, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 5.368281190964829e-09 }, { "score": -7.048534393310547, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination.", "probability": 4.50624493564323e-09 }, { "score": -7.062002658843994, "text": "Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 4.4459605069057235e-09 }, { "score": -7.104527950286865, "text": "Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 4.2608583952816795e-09 }, { "score": -7.12999963760376, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions;", "probability": 4.15369771798704e-09 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.688591957092285, "probability": 0.9998866595531859 }, { "score": 1.4861494302749634, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 3.7075437348645736e-05 }, { "score": 1.2998028993606567, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company", "probability": 3.0772091324219464e-05 }, { "score": 0.9347705841064453, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 2.1361192434267083e-05 }, { "score": 0.7161318063735962, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company", "probability": 1.7166109469291092e-05 }, { "score": -1.9801883697509766, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company. ARTICLE 21 - DISPUTES 21.1 The Parties shall negotiate in good faith and make every effort to settle any dispute, or claim, that may arise out of, or relate to, the Agreement. If agreement cannot be reached, an aggrieved Party shall, if he intends to proceed further in terms of Section 21.2 hereof, advise all other Parties in writing that negotiations have failed and that he intends to refer the matter to mediation in terms of Section 21.2.", "probability": 1.1579102643827335e-06 }, { "score": -2.2788195610046387, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company. ARTICLE 21 - DISPUTES 21.1 The Parties shall negotiate in good faith and make every effort to settle any dispute, or claim, that may arise out of, or relate to, the Agreement.", "probability": 8.58975991281146e-07 }, { "score": -2.4683079719543457, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company. ARTICLE 21 - DISPUTES 21.1 The Parties shall negotiate in good faith and make every effort to settle any dispute, or claim, that may arise out of, or relate to, the Agreement. If agreement cannot be reached, an aggrieved Party shall, if he intends to proceed further in terms of Section 21.2 hereof, advise all other Parties in writing that negotiations have failed and that he intends to refer the matter to mediation in terms of Section 21.2. 21.2 Not earlier than ten (10) working days after having advised the other Party, in terms of Section 21.2, that negotiations in regard to a dispute have failed, an aggrieved Party may require that the dispute be referred, without legal representation, to mediation by a single mediator.", "probability": 7.107015359640855e-07 }, { "score": -2.5061686038970947, "text": "NV", "probability": 6.842969282719567e-07 }, { "score": -2.860391616821289, "text": "NVOS and HGF through the Company.", "probability": 4.801837850604176e-07 }, { "score": -2.9050192832946777, "text": "HGF through the Company.", "probability": 4.5922544253559556e-07 }, { "score": -2.9539122581481934, "text": "NV", "probability": 4.373126016006015e-07 }, { "score": -3.0467381477355957, "text": "NVOS and HGF through the Company", "probability": 3.98545785106653e-07 }, { "score": -3.0913658142089844, "text": "HGF through the Company", "probability": 3.811506557083574e-07 }, { "score": -3.3540382385253906, "text": "preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 2.9310247575040743e-07 }, { "score": -3.497089147567749, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through", "probability": 2.540348304608621e-07 }, { "score": -3.5403847694396973, "text": "preserve, maintain and enhance the reputation of NVOS and HGF through the Company", "probability": 2.4327093073322334e-07 }, { "score": -3.6130800247192383, "text": "NVOS and HGF", "probability": 2.262137860846598e-07 }, { "score": -3.778829574584961, "text": "maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 1.9166153127047115e-07 }, { "score": -3.792656421661377, "text": "through the Company.", "probability": 1.8902969352597508e-07 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Termination For Convenience": [ { "text": "", "score": 11.716442108154297, "probability": 0.9999960097749456 }, { "score": -1.208547830581665, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 2.4363880349057807e-06 }, { "score": -2.9995737075805664, "text": "Assign and direct operational staff from onset to agreement termination.", "probability": 4.063626676626746e-07 }, { "score": -3.4195308685302734, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.", "probability": 2.6701073672069886e-07 }, { "score": -4.26077938079834, "text": "Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 1.1512751702672131e-07 }, { "score": -4.272801399230957, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF", "probability": 1.1375173828357485e-07 }, { "score": -4.492950439453125, "text": "During", "probability": 9.127430371718484e-08 }, { "score": -4.600007057189941, "text": "9.2 Assign and direct operational staff from onset to agreement termination.", "probability": 8.200766195454053e-08 }, { "score": -4.739857196807861, "text": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 7.130472123810449e-08 }, { "score": -4.834667205810547, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 6.485490427123156e-08 }, { "score": -5.028520584106445, "text": "Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 5.342608738331046e-08 }, { "score": -5.0346269607543945, "text": "Assign and direct operational staff from onset to agreement termination.", "probability": 5.31008416181363e-08 }, { "score": -5.1967620849609375, "text": "During the term of this agreement", "probability": 4.515304202661799e-08 }, { "score": -5.383392333984375, "text": "Assign and direct operational staff from onset to agreement termination", "probability": 3.7465758327689865e-08 }, { "score": -5.536769866943359, "text": "Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 3.2138345195989045e-08 }, { "score": -5.7058258056640625, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 2.713960046111374e-08 }, { "score": -5.818136215209961, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination.", "probability": 2.4256473333514148e-08 }, { "score": -5.842655181884766, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company", "probability": 2.3668961694397358e-08 }, { "score": -5.861212253570557, "text": "9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 2.3233785362912344e-08 }, { "score": -5.890646934509277, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 2.2559873154950974e-08 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.228530883789062, "probability": 0.5503605983723137 }, { "score": 11.229053497314453, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.2025721886787233 }, { "score": 10.666742324829102, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties.", "probability": 0.11544395081360638 }, { "score": 10.205625534057617, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties.", "probability": 0.0727965342101236 }, { "score": 8.894285202026367, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.019615655845802188 }, { "score": 8.368739128112793, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties", "probability": 0.011597411667710994 }, { "score": 8.118184089660645, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.009027061531424662 }, { "score": 7.543119430541992, "text": "Distribution to Parties as per agreement on a \"last to issue\" basis.", "probability": 0.005079243044756053 }, { "score": 7.112266540527344, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties", "probability": 0.0033012769677114627 }, { "score": 6.710782051086426, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF", "probability": 0.0022096295213845816 }, { "score": 6.647597312927246, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.002074333974336144 }, { "score": 6.642373085021973, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 0.002063525438612236 }, { "score": 5.934121608734131, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.001016295772790778 }, { "score": 5.676363945007324, "text": "Distribution to Parties as per agreement on a \"last to issue\" basis. ARTICLE 8 - TERM OF AGREEMENT 8.1 The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties.", "probability": 0.0007853755703979067 }, { "score": 5.549308776855469, "text": "Arrange for product purchase contracts. 5.1.2 HGF \u25cf Will provide the land and approvals for greenhouse (if necessary), open field farming and other facilities as required. \u25cf Arrange for all required titled land for greenhouses and outdoor agriculture platforms. \u25cf Arrange for all building permits, environmental approvals and HGF internal approvals including confirmation of tax-free Company status for the duration of the proposal (if possible). \u25cf Provide elite farming expertise for the purposes of maximizing potential profits, inclusive of harvesting techniques and process flow and engineering. ARTICLE 6 - HGF AND NVOS COMMITMENTS SCHEDULE 6.1 Upon execution of the proposal, HGF will provide necessary documentation for all land intended for use in the Primary Project including beneficial owners, addresses, and parcel size.\n\n\n\n\n\n6.2 Upon execution of the proposal, HGF will provide necessary documentation (allocated land) required for the completion of the construction and management package. 6.3 Harvesting schedule occurs as dictated by determined cash crop selection. Accompanying cash flow projections will be completed upon binding buyer contract receipt. ARTICLE 7 - PRINCIPLE AND LINE OF CREDIT RETURNS 7.1 Priority is given to all debt service requirements with principle pay-back schedule adherence based on cash flow actual conditions. Distribution to Parties as per agreement on a \"last to issue\" basis.", "probability": 0.0006916685513563858 }, { "score": 4.931053638458252, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.0003727290433926406 }, { "score": 4.766546249389648, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.00031619032967818476 }, { "score": 4.538146018981934, "text": "To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.00025162606362416563 }, { "score": 4.498787879943848, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares.", "probability": 0.00024191489044780032 }, { "score": 4.218538284301758, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 0.00018278971180681557 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Change Of Control": [ { "text": "", "score": 12.224991798400879, "probability": 0.5119476400074493 }, { "score": 10.95919418334961, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.14437653873850528 }, { "score": 10.827263832092285, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.12653189210451823 }, { "score": 10.447039604187012, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.08651087771704159 }, { "score": 9.777290344238281, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.04427945944176229 }, { "score": 9.426130294799805, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties.", "probability": 0.031167031411427275 }, { "score": 8.928694725036621, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.018952299708896593 }, { "score": 8.611437797546387, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF", "probability": 0.013799996704310917 }, { "score": 7.78132438659668, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.0060167963048755775 }, { "score": 7.160697937011719, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.0032346751086297 }, { "score": 7.160295486450195, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF", "probability": 0.0032333735737351777 }, { "score": 6.998702526092529, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties", "probability": 0.0027509136198152883 }, { "score": 6.780473709106445, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.0022115735260314646 }, { "score": 6.495888710021973, "text": "Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata adjustment in the event that NVOS shall, prior to the issuance date, approve any forward stock split, reverse stock split or other capitalization re-structure.", "probability": 0.0016638251617594887 }, { "score": 5.672112464904785, "text": "The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis. 15.3 The Company's fiscal year is September 1 through August 31. ARTICLE 16 - TAXES 16.1 The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.0007300392499016579 }, { "score": 5.6415019035339355, "text": "ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.0007080309010660291 }, { "score": 5.540183067321777, "text": "The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis. 15.3 The Company's fiscal year is September 1 through August 31. ARTICLE 16 - TAXES 16.1 The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.0006398084931372561 }, { "score": 5.366562843322754, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.0005378333092812542 }, { "score": 5.011246681213379, "text": "ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.0003769952228921837 }, { "score": 4.879317283630371, "text": "ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.00033039969496309173 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Anti-Assignment": [ { "text": "", "score": 12.108680725097656, "probability": 0.5273913684161542 }, { "score": 11.065455436706543, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.18580869429072708 }, { "score": 10.874711990356445, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.15354200422437136 }, { "score": 10.54454517364502, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.1103665783902315 }, { "score": 8.72814655303955, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF", "probability": 0.01794674453318772 }, { "score": 6.432293891906738, "text": "ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.0018067977406003384 }, { "score": 5.9702324867248535, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.0011382530435536248 }, { "score": 5.640065670013428, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.0008181806300750407 }, { "score": 4.770970344543457, "text": "ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.00034308828541213714 }, { "score": 4.580226898193359, "text": "ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.00028350913916686226 }, { "score": 3.6328418254852295, "text": "During", "probability": 0.00010993170252871492 }, { "score": 3.5587775707244873, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF", "probability": 0.00010208390080683612 }, { "score": 3.43992280960083, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During", "probability": 9.064404755214037e-05 }, { "score": 3.1097559928894043, "text": "During", "probability": 6.5155287182211e-05 }, { "score": 2.8159584999084473, "text": "NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 4.856853830424074e-05 }, { "score": 2.6252145767211914, "text": "NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 4.013432840710424e-05 }, { "score": 2.4336609840393066, "text": "ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF", "probability": 3.3137926608265714e-05 }, { "score": 2.1103415489196777, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE", "probability": 2.3983330110678864e-05 }, { "score": 1.9617693424224854, "text": "ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 2.067213801081111e-05 }, { "score": 1.9519481658935547, "text": "19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 2.0470107009156604e-05 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": [ { "score": 13.14117431640625, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF.", "probability": 0.4857992289736041 }, { "text": "", "score": 12.049888610839844, "probability": 0.163123849287071 }, { "score": 11.413092613220215, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.08629000083989138 }, { "score": 11.370767593383789, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF", "probability": 0.0827139861153698 }, { "score": 10.55396556854248, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF. 12.2 The distribution will be based on NVOS audited review and will be made within three months of annual considerations.", "probability": 0.03654654601935201 }, { "score": 10.38504409790039, "text": "WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels;", "probability": 0.030866307317473293 }, { "score": 10.03605842590332, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.021773193102686533 }, { "score": 10.016663551330566, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.021354973521321832 }, { "score": 9.995880126953125, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.020915724405500758 }, { "score": 9.012948036193848, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.007826920590826887 }, { "score": 8.810103416442871, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF. 12.2 The distribution will be based on NVOS audited review and will be made within three months of annual considerations", "probability": 0.006389937768647595 }, { "score": 8.791695594787598, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.006273388929941384 }, { "score": 8.717889785766602, "text": "To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.005827050174409602 }, { "score": 8.493769645690918, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares.", "probability": 0.00465708985639671 }, { "score": 8.358357429504395, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations.", "probability": 0.004067296558608455 }, { "score": 8.245708465576172, "text": "WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels", "probability": 0.0036339840418166303 }, { "score": 8.194194793701172, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 0.003451524117692944 }, { "score": 8.137081146240234, "text": "9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.0032599187093111637 }, { "score": 7.926116943359375, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.002639892129782947 }, { "score": 7.9067230224609375, "text": "To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.0025891875402948863 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.987236022949219, "probability": 0.3459240192375175 }, { "score": 11.631685256958008, "text": "To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.24241918264104909 }, { "score": 11.243470191955566, "text": "To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.16442479992484657 }, { "score": 10.006505012512207, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.04772656413206017 }, { "score": 9.792142868041992, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.03851801286324113 }, { "score": 9.686883926391602, "text": "9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.03466973294178604 }, { "score": 9.302658081054688, "text": "9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.023609312023389267 }, { "score": 9.044159889221191, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.018231356926618408 }, { "score": 9.033402442932129, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.018036285201686448 }, { "score": 8.756159782409668, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.01366916973795477 }, { "score": 8.606902122497559, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.011773900419525906 }, { "score": 8.166961669921875, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.0075832722392660205 }, { "score": 7.990701675415039, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.006357815260442395 }, { "score": 7.9575676918029785, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 0.00615060728343229 }, { "score": 7.890295028686523, "text": "To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.005750450267303455 }, { "score": 7.847341537475586, "text": "9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.005508678005049603 }, { "score": 7.56910514831543, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A. ARTICLE 11 - MANAGEMENT PERSONNEL 11.1 All staffing, including but not limited to, management, specialized or general labor requirements for farming will be the sole responsibility of HGF. ARTICLE 12 - DIVIDEND DISTRIBUTIONS 12.1 The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF.", "probability": 0.004170718314831595 }, { "score": 6.815347194671631, "text": "9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.001962718152656074 }, { "score": 6.776206970214844, "text": "9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.001887380899653465 }, { "score": 6.627154350280762, "text": "10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.0016260235276896393 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Minimum Commitment": [ { "score": 14.03004264831543, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.41935954748164084 }, { "score": 13.349123001098633, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.21225937913087345 }, { "score": 12.654205322265625, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 0.10594195337568116 }, { "score": 12.314112663269043, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 0.07539935159636035 }, { "text": "", "score": 12.142382621765137, "probability": 0.06350182425779861 }, { "score": 11.932032585144043, "text": "10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.051455563849352036 }, { "score": 11.701059341430664, "text": "10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.04084340457754674 }, { "score": 10.911844253540039, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A", "probability": 0.01855112187627647 }, { "score": 9.362935066223145, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.003941735381171435 }, { "score": 8.813835144042969, "text": "10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A", "probability": 0.002276231344326179 }, { "score": 8.564504623413086, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.0017739179574410473 }, { "score": 8.43465518951416, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.0015579038031003289 }, { "score": 8.074179649353027, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A", "probability": 0.00108639585400225 }, { "score": 7.889839172363281, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.0009035039333987567 }, { "score": 6.982596397399902, "text": "To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 0.00036468635710445763 }, { "score": 6.615115165710449, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A. ARTICLE 11 - MANAGEMENT PERSONNEL 11.1 All staffing, including but not limited to, management, specialized or general labor requirements for farming will be the sole responsibility of HGF. ARTICLE 12 - DIVIDEND DISTRIBUTIONS 12.1 The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF.", "probability": 0.00025253666772440434 }, { "score": 6.426116466522217, "text": "10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A", "probability": 0.0002090467179181671 }, { "score": 6.182572841644287, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.00016386028316718254 }, { "score": 5.573529243469238, "text": "10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 8.911881992199332e-05 }, { "score": 5.316457748413086, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A", "probability": 6.891673519396453e-05 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Volume Restriction": [ { "score": 12.185647964477539, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.4086093011721458 }, { "text": "", "score": 12.057065963745117, "probability": 0.3593070965279714 }, { "score": 11.118130683898926, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.14050487210277085 }, { "score": 10.124021530151367, "text": "10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.051994243540691785 }, { "score": 8.846168518066406, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 0.014487410041049606 }, { "score": 8.04479694366455, "text": "10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.006500690648199566 }, { "score": 7.949291229248047, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.005908563329490616 }, { "score": 7.711160182952881, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A", "probability": 0.004656535255123585 }, { "score": 7.238850116729736, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A", "probability": 0.0029036297663001974 }, { "score": 6.531235694885254, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A. ARTICLE 11 - MANAGEMENT PERSONNEL 11.1 All staffing, including but not limited to, management, specialized or general labor requirements for farming will be the sole responsibility of HGF. ARTICLE 12 - DIVIDEND DISTRIBUTIONS 12.1 The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF.", "probability": 0.0014309623300971627 }, { "score": 6.372509956359863, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.0012209404684131611 }, { "score": 5.731230735778809, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.0006429696329105669 }, { "score": 5.649534702301025, "text": "10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A", "probability": 0.0005925299749987782 }, { "score": 5.491427421569824, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 0.0005058773161629061 }, { "score": 4.287388801574707, "text": "To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.00015175320678133508 }, { "score": 4.194710731506348, "text": "To", "probability": 0.0001383210581901056 }, { "score": 4.165516376495361, "text": "10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A", "probability": 0.0001343412408775065 }, { "score": 4.070010185241699, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A", "probability": 0.00012210446457885073 }, { "score": 3.9026119709014893, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 0.00010328361326307982 }, { "score": 3.702763795852661, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 8.457430998327589e-05 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": [ { "text": "", "score": 12.210016250610352, "probability": 0.9206153603606608 }, { "score": 9.547653198242188, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.06424341729913574 }, { "score": 7.253566741943359, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.006479172539827736 }, { "score": 6.777554988861084, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.0040252259850853175 }, { "score": 6.3767924308776855, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.002696132925846567 }, { "score": 4.923768043518066, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.0006305228452518947 }, { "score": 4.704104900360107, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF", "probability": 0.0005061769163016082 }, { "score": 3.8645052909851074, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.00021860941312324696 }, { "score": 3.644624948501587, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 0.00017545915719388935 }, { "score": 3.463742733001709, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.00014642657053429712 }, { "score": 2.7706117630004883, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company", "probability": 7.321447210502842e-05 }, { "score": 2.5902633666992188, "text": "ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 6.113256552325058e-05 }, { "score": 2.067148208618164, "text": "During", "probability": 3.623152344880292e-05 }, { "score": 1.8820775747299194, "text": "ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 3.011004748394634e-05 }, { "score": 1.164111852645874, "text": "HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 1.4685978534881058e-05 }, { "score": 1.1495401859283447, "text": "During", "probability": 1.4473530966958162e-05 }, { "score": 0.7531681060791016, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During", "probability": 9.737159579645095e-06 }, { "score": 0.6457278728485107, "text": "19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 8.745237072784769e-06 }, { "score": 0.5617667436599731, "text": "ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 8.040956859123576e-06 }, { "score": 0.44076037406921387, "text": ".", "probability": 7.124515464412362e-06 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Joint Ip Ownership": [ { "text": "", "score": 12.174219131469727, "probability": 0.9410596234941511 }, { "score": 9.283273696899414, "text": "The parties will work in a Joint Venture relationship with NVOS providing the development and operation of the project including sales and HGF providing the land, farming expertise, biomass and necessary approvals for the development of the agricultural project.", "probability": 0.05225110635351341 }, { "score": 5.835604667663574, "text": "The parties will work in a Joint Venture relationship with NVOS providing the development and operation of the project including sales and HGF providing the land, farming expertise, biomass and necessary approvals for the development of the agricultural project", "probability": 0.0016626156177064204 }, { "score": 5.519800186157227, "text": "\"Joint Venture\" means a business arrangement where NVOS and HGF have agreed to pool their resources for the purpose of the Primary Project.", "probability": 0.0012123826481425849 }, { "score": 5.4400434494018555, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 0.0011194425266772092 }, { "score": 4.381308555603027, "text": "\"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc.", "probability": 0.00038832833365335534 }, { "score": 4.336179256439209, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture;", "probability": 0.00037119291106104996 }, { "score": 4.3059234619140625, "text": "\"Agreement\" means this Joint Venture Agreement, dated December 19, 2019. (c) \"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc.", "probability": 0.0003601303714638843 }, { "score": 4.0005598068237305, "text": "The Joint Venture has been registered and incorporated in a Canadian jurisdiction mutually acceptable to both parties and will be referred to as the \"Company\", the Company shall have all the liabilities of the project in relation to finance and operation with HGF having no liability in relation to the project. ARTICLE 3 - RELATIONSHIP OF PARTIES 3.1 The parties will work in a Joint Venture relationship with NVOS providing the development and operation of the project including sales and HGF providing the land, farming expertise, biomass and necessary approvals for the development of the agricultural project.", "probability": 0.0002653639961177284 }, { "score": 3.7321386337280273, "text": "WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture;", "probability": 0.00020289351416770068 }, { "score": 3.73183274269104, "text": "\"Agreement\" means this Joint Venture Agreement, dated December 19, 2019.", "probability": 0.00020283146035159088 }, { "score": 3.7199206352233887, "text": "\"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc. (d) \"Cost\" means cost of goods sold as defined in the financials of the Primary Project. (e) \"Effective Date\" is the date of the most recent final signature on this Agreement. (f) \"EPC\" means engineering, procurement, construction contracts. (g) \"HFG\" means Harvest Gold Farms Inc. (h) \"Joint Venture\" means a business arrangement where NVOS and HGF have agreed to pool their resources for the purpose of the Primary Project.", "probability": 0.00020042964394670077 }, { "score": 3.4777026176452637, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels;", "probability": 0.0001573142291386544 }, { "score": 2.9388539791107178, "text": "The parties will work in a Joint Venture relationship with NVOS providing the development and operation of the project including sales and HGF providing the land, farming expertise, biomass and necessary approvals for the development of the agricultural project. ARTICLE 4 - OFFICE LOCATION 4.1 The Company shall have an office in the NVOS head office location as well as an office on the Primary Project location and if necessary, offices in international jurisdictions for the purpose of sales and promotion. ARTICLE 5 - START UP CAPITAL AND CONTRIBUTIONS 5.1 Each of the Parties shall contribute to the start-up as follows:", "probability": 9.178020348359161e-05 }, { "score": 2.895996570587158, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries;", "probability": 8.792983945136598e-05 }, { "score": 2.883521318435669, "text": "The", "probability": 8.683970651246909e-05 }, { "score": 2.873661994934082, "text": "WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels;", "probability": 8.598773259782147e-05 }, { "score": 2.666351318359375, "text": "WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture;", "probability": 6.988800032221053e-05 }, { "score": 2.620231866836548, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture", "probability": 6.673800052936548e-05 }, { "score": 2.465686321258545, "text": "The parties will work in a Joint Venture relationship with NVOS providing the development and operation of the project including sales and HGF providing the land, farming expertise, biomass and necessary approvals for the development of the agricultural project. ARTICLE 4 - OFFICE LOCATION 4.1 The Company shall have an office in the NVOS head office location as well as an office on the Primary Project location and if necessary, offices in international jurisdictions for the purpose of sales and promotion. ARTICLE 5 - START UP CAPITAL AND CONTRIBUTIONS 5.1 Each of the Parties shall contribute to the start-up as follows: 5.1.1 NVOS \u25cf Complete and finalize a business plan and layout plans, a detailed procurement project binder and an implementation and roll-out plan.", "probability": 5.718141701216432e-05 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__License Grant": [ { "text": "", "score": 11.783323287963867, "probability": 0.9999772914417819 }, { "score": 0.3346153497695923, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.0663001129402579e-05 }, { "score": -0.5113072991371155, "text": "NOW THEREFORE, the Parties agree to sign this Agreement for the purposes of developing, managing and arranging medicinal farming projects involving hemp and cannabis cash crops (hereinafter referred to as the \"Primary Project\") under the following terms set out in this Agreement for the noted project (herein, referred to as the \"Primary Contract\").", "probability": 4.576146470813604e-06 }, { "score": -1.9245754480361938, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 1.1135900918439076e-06 }, { "score": -2.1158742904663086, "text": "ARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 9.196981788040662e-07 }, { "score": -2.1556813716888428, "text": "10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 8.838067838812838e-07 }, { "score": -2.5423636436462402, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development.", "probability": 6.003760425732584e-07 }, { "score": -2.7260231971740723, "text": "HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 4.996443987973121e-07 }, { "score": -2.8060359954833984, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 4.6122400898501263e-07 }, { "score": -2.813620090484619, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 4.5773927327043055e-07 }, { "score": -3.039806842803955, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally", "probability": 3.65078718466982e-07 }, { "score": -3.14007568359375, "text": "SCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 3.302480889050205e-07 }, { "score": -3.1649718284606934, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 3.221276874141616e-07 }, { "score": -3.352893829345703, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 2.66940559713645e-07 }, { "score": -3.3745505809783936, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 2.612216443951886e-07 }, { "score": -3.392939805984497, "text": "To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 2.5646187912803384e-07 }, { "score": -3.609696865081787, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 2.0648400981329162e-07 }, { "score": -3.6280860900878906, "text": "To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 2.027216285588298e-07 }, { "score": -3.84759783744812, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 1.627673698720851e-07 }, { "score": -3.8692545890808105, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 1.5928025346720127e-07 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Transferable License": [ { "text": "", "score": 12.043097496032715, "probability": 0.9552550257135097 }, { "score": 8.724133491516113, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.034570971050817474 }, { "score": 6.960843086242676, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.005928219634567653 }, { "score": 5.955545902252197, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 0.0021693481998124628 }, { "score": 5.299445152282715, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.0011256110049269194 }, { "score": 4.0951104164123535, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.0003375611053538951 }, { "score": 3.903660297393799, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.00027874473307743853 }, { "score": 3.089813232421875, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement", "probability": 0.00012352571621270295 }, { "score": 2.1497435569763184, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF", "probability": 4.824922123217233e-05 }, { "score": 2.023782968521118, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 4.253890627499438e-05 }, { "score": 1.6210989952087402, "text": "During", "probability": 2.843825158206363e-05 }, { "score": 1.3271571397781372, "text": "HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 2.1195592734646365e-05 }, { "score": 0.9909460544586182, "text": "ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 1.5143663367222751e-05 }, { "score": 0.862645149230957, "text": "During", "probability": 1.3320194666979084e-05 }, { "score": 0.5002350807189941, "text": "During the term of this agreement", "probability": 9.270814234260868e-06 }, { "score": 0.4466276168823242, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company", "probability": 8.786915564199917e-06 }, { "score": 0.3499084711074829, "text": "ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 7.976858015378456e-06 }, { "score": 0.08168387413024902, "text": "19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "probability": 6.100190526493008e-06 }, { "score": -0.0978081226348877, "text": ".", "probability": 5.097896520947705e-06 }, { "score": -0.14265203475952148, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During", "probability": 4.874337002203538e-06 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": [ { "text": "", "score": 12.085623741149902, "probability": 0.9999936423424582 }, { "score": -1.0689351558685303, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.9366221646548147e-06 }, { "score": -1.1392779350280762, "text": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 1.8050756894311835e-06 }, { "score": -2.525660514831543, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 4.512291137634833e-07 }, { "score": -3.236860990524292, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 2.2157801675751496e-07 }, { "score": -3.258174180984497, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 2.1690545278301972e-07 }, { "score": -3.2679686546325684, "text": "HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 2.1479134821314218e-07 }, { "score": -3.400315046310425, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development.", "probability": 1.8816527365267513e-07 }, { "score": -3.6027040481567383, "text": "10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.536890937454266e-07 }, { "score": -3.61734676361084, "text": "ARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.5145506412356508e-07 }, { "score": -3.7065043449401855, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 1.3853616257607039e-07 }, { "score": -3.7349252700805664, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels;", "probability": 1.3465426157574196e-07 }, { "score": -3.9320497512817383, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 1.1056305446315272e-07 }, { "score": -3.937330484390259, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 1.0998073935940351e-07 }, { "score": -4.0048828125, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 1.0279666651709115e-07 }, { "score": -4.133028030395508, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 9.043286097653098e-08 }, { "score": -4.143884658813477, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 8.94563752705849e-08 }, { "score": -4.195496082305908, "text": "Furthermore, all parties understand these shares will carry the same rights and conditions, with no special terms or conditions, as all NVOS common shares authorized for issue under the companies' Nevada Articles of Incorporation. Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata adjustment in the event that NVOS shall, prior to the issuance date, approve any forward stock split, reverse stock split or other capitalization re-structure.\n\n\n\n\n\nARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 8.495652506426678e-08 }, { "score": -4.220517158508301, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 8.285719465325571e-08 }, { "score": -4.33475399017334, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company", "probability": 7.391248424174351e-08 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": [ { "text": "", "score": 12.16378402709961, "probability": 0.9998056664109747 }, { "score": 3.5624496936798096, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 0.00018382456874483974 }, { "score": -0.646356463432312, "text": "HGF\"). NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 2.732387351975237e-06 }, { "score": -1.2891960144042969, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels;", "probability": 1.436681821480353e-06 }, { "score": -1.5384712219238281, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party", "probability": 1.1197001838352482e-06 }, { "score": -1.6102323532104492, "text": "NV", "probability": 1.0421645258739287e-06 }, { "score": -1.965639591217041, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries", "probability": 7.304405652597468e-07 }, { "score": -2.140397071838379, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels", "probability": 6.133221852421942e-07 }, { "score": -2.390834093093872, "text": "HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 4.774470980116066e-07 }, { "score": -2.454956293106079, "text": "Parties\" and separately as a \"Party.\"", "probability": 4.477930412876659e-07 }, { "score": -2.5542168617248535, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties", "probability": 4.0547961282091863e-07 }, { "score": -2.6122283935546875, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries;", "probability": 3.8262640291714335e-07 }, { "score": -3.2445549964904785, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\"", "probability": 2.03310112443869e-07 }, { "score": -3.4860312938690186, "text": "HGF\").", "probability": 1.5969346972624478e-07 }, { "score": -3.5711774826049805, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions;", "probability": 1.4665897222526944e-07 }, { "score": -3.716130018234253, "text": "\"HGF\"). NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 1.2686930208824782e-07 }, { "score": -3.7315123081207275, "text": "\"Party.\"", "probability": 1.2493269462025475e-07 }, { "score": -3.737816333770752, "text": "NVOS", "probability": 1.2414759295938764e-07 }, { "score": -3.7876195907592773, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.1811607963125982e-07 }, { "score": -3.794985294342041, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions", "probability": 1.1724926785859486e-07 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.706415176391602, "probability": 0.9999937041504666 }, { "score": -1.4436862468719482, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.9452739954223578e-06 }, { "score": -1.9748374223709106, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations. Furthermore, all parties understand these shares will carry the same rights and conditions, with no special terms or conditions, as all NVOS common shares authorized for issue under the companies' Nevada Articles of Incorporation. Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata adjustment in the event that NVOS shall, prior to the issuance date, approve any forward stock split, reverse stock split or other capitalization re-structure.\n\n\n\n\n\nARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.1436806059029973e-06 }, { "score": -2.730236530303955, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 5.373275301555565e-07 }, { "score": -2.985729694366455, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 4.161786729432533e-07 }, { "score": -3.1810693740844727, "text": "To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 3.423299337544569e-07 }, { "score": -3.424684762954712, "text": "9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations. Furthermore, all parties understand these shares will carry the same rights and conditions, with no special terms or conditions, as all NVOS common shares authorized for issue under the companies' Nevada Articles of Incorporation. Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata adjustment in the event that NVOS shall, prior to the issuance date, approve any forward stock split, reverse stock split or other capitalization re-structure.\n\n\n\n\n\nARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 2.6831444681440225e-07 }, { "score": -3.4928202629089355, "text": "To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations. Furthermore, all parties understand these shares will carry the same rights and conditions, with no special terms or conditions, as all NVOS common shares authorized for issue under the companies' Nevada Articles of Incorporation. Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata adjustment in the event that NVOS shall, prior to the issuance date, approve any forward stock split, reverse stock split or other capitalization re-structure.\n\n\n\n\n\nARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 2.506416179196532e-07 }, { "score": -3.554213523864746, "text": "10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 2.357167425727049e-07 }, { "score": -3.7986416816711426, "text": "9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations. Furthermore, all parties understand these shares will carry the same rights and conditions, with no special terms or conditions, as all NVOS common shares authorized for issue under the companies' Nevada Articles of Incorporation. Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata adjustment in the event that NVOS shall, prior to the issuance date, approve any forward stock split, reverse stock split or other capitalization re-structure.\n\n\n\n\n\nARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.8460209724246422e-07 }, { "score": -4.171274662017822, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 1.2717571370286383e-07 }, { "score": -4.180083751678467, "text": "9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 1.2606033140234628e-07 }, { "score": -4.2482194900512695, "text": "To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 1.1775719965970716e-07 }, { "score": -4.384033203125, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development.", "probability": 1.0280265315208639e-07 }, { "score": -4.545539855957031, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 8.74707549827773e-08 }, { "score": -4.554040908813477, "text": "9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 8.673031319782671e-08 }, { "score": -4.57327938079834, "text": "HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 8.507770232269248e-08 }, { "score": -4.608346462249756, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 8.214597950917799e-08 }, { "score": -4.630916595458984, "text": "9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 8.03127003106223e-08 }, { "score": -4.682819843292236, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 7.62505418272347e-08 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.052111625671387, "probability": 0.999999710283862 }, { "score": -4.672361850738525, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 5.453223915041603e-08 }, { "score": -4.72979211807251, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 5.148867103081318e-08 }, { "score": -5.239595413208008, "text": "Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 3.092480177362073e-08 }, { "score": -5.470269680023193, "text": "SCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 2.455423247289703e-08 }, { "score": -5.714695930480957, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 1.92297390790767e-08 }, { "score": -5.7886786460876465, "text": ".", "probability": 1.7858423032032155e-08 }, { "score": -6.194430351257324, "text": "10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 1.1902203729216211e-08 }, { "score": -6.355724334716797, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development.", "probability": 1.0129273386790955e-08 }, { "score": -6.5655341148376465, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 8.212191403950334e-09 }, { "score": -6.6287665367126465, "text": "Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 7.708991576912786e-09 }, { "score": -6.659234046936035, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 7.477659744292866e-09 }, { "score": -6.723333358764648, "text": "December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 7.01338567819282e-09 }, { "score": -6.775358200073242, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 6.657844086997143e-09 }, { "score": -6.775791645050049, "text": "Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 6.6549589032506444e-09 }, { "score": -6.962587356567383, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 5.521041748245871e-09 }, { "score": -6.996406078338623, "text": "To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 5.3374491053946405e-09 }, { "score": -7.03048849105835, "text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 5.1586010608652815e-09 }, { "score": -7.0562872886657715, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 5.027217413315437e-09 }, { "score": -7.206230163574219, "text": "To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 4.327213312259863e-09 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.190296173095703, "probability": 0.9999998201321098 }, { "score": -4.3028669357299805, "text": "Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 6.87242793672771e-08 }, { "score": -5.365099906921387, "text": "SCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 2.3756818334836194e-08 }, { "score": -5.756345748901367, "text": "Acreage Identification for the Primary Project", "probability": 1.6064690631460027e-08 }, { "score": -6.15330696105957, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 1.0801257072118153e-08 }, { "score": -6.714386463165283, "text": "6.2 Upon execution of the proposal, HGF will provide necessary documentation (allocated land) required for the completion of the construction and management package. 6.3 Harvesting schedule occurs as dictated by determined cash crop selection. Accompanying cash flow projections will be completed upon binding buyer contract receipt. ARTICLE 7 - PRINCIPLE AND LINE OF CREDIT RETURNS 7.1 Priority is given to all debt service requirements with principle pay-back schedule adherence based on cash flow actual conditions. Distribution to Parties as per agreement on a \"last to issue\" basis. ARTICLE 8 - TERM OF AGREEMENT 8.1 The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "probability": 6.163119248038624e-09 }, { "score": -6.818577766418457, "text": "SCHEDULE A Acreage Identification for the Primary Project", "probability": 5.553296512044073e-09 }, { "score": -6.839618682861328, "text": "Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 5.4376707657739345e-09 }, { "score": -6.878518104553223, "text": "Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 5.230209734280156e-09 }, { "score": -6.907712459564209, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 5.079724482638976e-09 }, { "score": -6.92661190032959, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. 25.3 The provisions of this paragraph may not be waived as set forth herein. [Signatures Appear on Following Page]\n\n\n\n\n\nARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc. By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 4.984622052821573e-09 }, { "score": -6.953896522521973, "text": "ARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc. By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 4.850457165625551e-09 }, { "score": -7.361633777618408, "text": "(q) \"Taxing Authority\" means the Internal Revenue Service, the Canada Revenue Agency and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax. (r) \"Tax Return\" means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of a Tax or the administration of any Law relating to any Tax. 1.2 Interpretive Provisions. Unless the express context otherwise requires:", "probability": 3.2262991500789797e-09 }, { "score": -7.417042255401611, "text": "To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 3.0523971373014374e-09 }, { "score": -7.430527687072754, "text": "NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 3.011510550532905e-09 }, { "score": -7.475592613220215, "text": "Novo Integrated Sciences Inc. By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 2.8788095867397242e-09 }, { "score": -7.493557929992676, "text": "9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 2.8275526626269884e-09 }, { "score": -7.516098976135254, "text": "To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 2.7645296385062944e-09 }, { "score": -7.521024703979492, "text": "To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 2.7509458004993782e-09 }, { "score": -7.536131381988525, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 2.7097004724023584e-09 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Post-Termination Services": [ { "text": "", "score": 12.35621452331543, "probability": 0.49433993976567026 }, { "score": 11.23404312133789, "text": "Assign and direct operational staff from onset to agreement termination.", "probability": 0.16094328176293712 }, { "score": 10.779524803161621, "text": "Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.10215933451450673 }, { "score": 10.308794021606445, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.06380317257521066 }, { "score": 9.599213600158691, "text": "Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.03138162387059274 }, { "score": 9.35719108581543, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.024635783016497496 }, { "score": 9.066296577453613, "text": "Assign and direct operational staff from onset to agreement termination.", "probability": 0.018417576842959967 }, { "score": 8.991975784301758, "text": "9.2 Assign and direct operational staff from onset to agreement termination.", "probability": 0.017098396354868272 }, { "score": 8.906730651855469, "text": "9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.01570123774091283 }, { "score": 8.853797912597656, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination.", "probability": 0.014891741640625237 }, { "score": 8.537456512451172, "text": "9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.010853259035760215 }, { "score": 8.39927864074707, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.00945257825148642 }, { "score": 8.384650230407715, "text": "9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.009315308524861052 }, { "score": 8.061446189880371, "text": "Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.006742663900305388 }, { "score": 8.059416770935059, "text": "Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period", "probability": 0.006728994086025912 }, { "score": 7.590716361999512, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.0042111057277963975 }, { "score": 7.588685989379883, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period", "probability": 0.004202564288115226 }, { "score": 6.903630256652832, "text": "9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.0021183535318897687 }, { "score": 6.673191070556641, "text": "Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period", "probability": 0.0016823640299027068 }, { "score": 6.431168556213379, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period", "probability": 0.0013207205390758049 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Audit Rights": [ { "score": 12.707744598388672, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations.", "probability": 0.20130602449185103 }, { "score": 12.448698043823242, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF. 12.2 The distribution will be based on NVOS audited review and will be made within three months of annual considerations.", "probability": 0.15536539124357168 }, { "score": 12.41606330871582, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations.", "probability": 0.15037692423456234 }, { "text": "", "score": 12.234286308288574, "probability": 0.12538236270551475 }, { "score": 12.078140258789062, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF.", "probability": 0.10725636684046976 }, { "score": 12.01414680480957, "text": "The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis.", "probability": 0.10060766690555786 }, { "score": 11.969026565551758, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations. ARTICLE 13 - CURRENCY 13.1 Except where otherwise expressly provided, all amounts of monies referenced are in US dollars. ARTICLE 14 - BANKING AND ACCOUNTING 14.1 The Company will have a segregated bank account controlled by NVOS for general operating expenses and a segregated investment account for passive short-term secured investments. ARTICLE 15 - FINANCIAL STATEMENTS 15.1 The Company will prepare quarterly statements for review by the Parties, released on the 15th day of each subsequent quarter.\n\n\n\n\n\n15.2 The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis.", "probability": 0.09616911221692984 }, { "score": 9.760173797607422, "text": "The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis. 15.3 The Company's fiscal year is September 1 through August 31. ARTICLE 16 - TAXES 16.1 The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 0.010561924007313383 }, { "score": 9.71505355834961, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations. ARTICLE 13 - CURRENCY 13.1 Except where otherwise expressly provided, all amounts of monies referenced are in US dollars. ARTICLE 14 - BANKING AND ACCOUNTING 14.1 The Company will have a segregated bank account controlled by NVOS for general operating expenses and a segregated investment account for passive short-term secured investments. ARTICLE 15 - FINANCIAL STATEMENTS 15.1 The Company will prepare quarterly statements for review by the Parties, released on the 15th day of each subsequent quarter.\n\n\n\n\n\n15.2 The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis. 15.3 The Company's fiscal year is September 1 through August 31. ARTICLE 16 - TAXES 16.1 The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 0.010095958750733082 }, { "score": 9.439508438110352, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations", "probability": 0.0076644296495888015 }, { "score": 9.408794403076172, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations", "probability": 0.007432602486876962 }, { "score": 9.149748802185059, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF. 12.2 The distribution will be based on NVOS audited review and will be made within three months of annual considerations", "probability": 0.00573639212994629 }, { "score": 9.092985153198242, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF", "probability": 0.005419842819480577 }, { "score": 8.805482864379883, "text": "12.2 The distribution will be based on NVOS audited review and will be made within three months of annual considerations.", "probability": 0.00406561297958324 }, { "score": 8.702651977539062, "text": "The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis. 15.3 The Company's fiscal year is September 1 through August 31. ARTICLE 16 - TAXES 16.1 The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.0036683194412555345 }, { "score": 8.65753173828125, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations. ARTICLE 13 - CURRENCY 13.1 Except where otherwise expressly provided, all amounts of monies referenced are in US dollars. ARTICLE 14 - BANKING AND ACCOUNTING 14.1 The Company will have a segregated bank account controlled by NVOS for general operating expenses and a segregated investment account for passive short-term secured investments. ARTICLE 15 - FINANCIAL STATEMENTS 15.1 The Company will prepare quarterly statements for review by the Parties, released on the 15th day of each subsequent quarter.\n\n\n\n\n\n15.2 The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis. 15.3 The Company's fiscal year is September 1 through August 31. ARTICLE 16 - TAXES 16.1 The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 0.0035064825061971528 }, { "score": 8.264341354370117, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations. ARTICLE 13 - CURRENCY 13.1 Except where otherwise expressly provided, all amounts of monies referenced are in US dollars. ARTICLE 14 - BANKING AND ACCOUNTING 14.1 The Company will have a segregated bank account controlled by NVOS for general operating expenses and a segregated investment account for passive short-term secured investments. ARTICLE 15 - FINANCIAL STATEMENTS 15.1 The Company will prepare quarterly statements for review by the Parties, released on the 15th day of each subsequent quarter.", "probability": 0.0023665259032423828 }, { "score": 7.7423553466796875, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 0.001404156839509046 }, { "score": 7.26986026763916, "text": "The Company will prepare quarterly statements for review by the Parties, released on the 15th day of each subsequent quarter.\n\n\n\n\n\n15.2 The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis.", "probability": 0.0008754142547807858 }, { "score": 7.0997700691223145, "text": "15.2 The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis.", "probability": 0.0007384895930353118 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Uncapped Liability": [ { "text": "", "score": 12.330419540405273, "probability": 0.9999991907489517 }, { "score": -3.2093658447265625, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 1.7830216059794957e-07 }, { "score": -4.03419828414917, "text": "25.3 The provisions of this paragraph may not be waived as set forth herein. [Signatures Appear on Following Page]\n\n\n\n\n\nARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc.", "probability": 7.815133999273117e-08 }, { "score": -4.056390285491943, "text": "25.3 The provisions of this paragraph may not be waived as set forth herein. [Signatures Appear on Following Page]\n\n\n\n\n\nARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc. By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 7.643610795971152e-08 }, { "score": -4.263633728027344, "text": "Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 6.212893107415222e-08 }, { "score": -4.383484840393066, "text": "(q) \"Taxing Authority\" means the Internal Revenue Service, the Canada Revenue Agency and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax. (r) \"Tax Return\" means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of a Tax or the administration of any Law relating to any Tax. 1.2 Interpretive Provisions. Unless the express context otherwise requires:", "probability": 5.5111623509488875e-08 }, { "score": -4.588845729827881, "text": "SCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 4.488033643284611e-08 }, { "score": -4.659767150878906, "text": "The Joint Venture has been registered and incorporated in a Canadian jurisdiction mutually acceptable to both parties and will be referred to as the \"Company\", the Company shall have all the liabilities of the project in relation to finance and operation with HGF having no liability in relation to the project.", "probability": 4.1807608161899926e-08 }, { "score": -5.100029945373535, "text": ".", "probability": 2.6918547358995402e-08 }, { "score": -5.122221946716309, "text": ". By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 2.6327750646913435e-08 }, { "score": -5.130181789398193, "text": ".", "probability": 2.611901773625467e-08 }, { "score": -5.159916877746582, "text": "[Signatures Appear on Following Page]\n\n\n\n\n\nARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc.", "probability": 2.535379973022052e-08 }, { "score": -5.1821088790893555, "text": "[Signatures Appear on Following Page]\n\n\n\n\n\nARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc. By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 2.4797345426812746e-08 }, { "score": -5.248196601867676, "text": "Unless the express context otherwise requires:", "probability": 2.3211524137841348e-08 }, { "score": -5.252761363983154, "text": "ARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc.", "probability": 2.3105810514149976e-08 }, { "score": -5.274953365325928, "text": "ARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc. By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 2.2598694112224703e-08 }, { "score": -5.319850921630859, "text": "Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 2.1606508001147324e-08 }, { "score": -5.467084884643555, "text": "The provisions of this paragraph may not be waived as set forth herein. [Signatures Appear on Following Page]\n\n\n\n\n\nARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc.", "probability": 1.8648404683011964e-08 }, { "score": -5.489276885986328, "text": "The provisions of this paragraph may not be waived as set forth herein. [Signatures Appear on Following Page]\n\n\n\n\n\nARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc. By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 1.8239117509177312e-08 }, { "score": -5.6515913009643555, "text": "The Joint Venture has been registered and incorporated in a Canadian jurisdiction mutually acceptable to both parties and will be referred to as the \"Company\", the Company shall have all the liabilities of the project in relation to finance and operation with HGF having no liability in relation to the project.", "probability": 1.5506420846748055e-08 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Cap On Liability": [ { "text": "", "score": 12.20460319519043, "probability": 0.9999976908416219 }, { "score": -1.6203643083572388, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 9.905853432736058e-07 }, { "score": -2.210059642791748, "text": "HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 5.492758035683566e-07 }, { "score": -2.561037063598633, "text": "HGF will ensure maximum tax reduction and where possible elimination of any tax consideration.", "probability": 3.8668997314712347e-07 }, { "score": -3.5430636405944824, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 1.4483522138763118e-07 }, { "score": -4.70899772644043, "text": "The Parties agree to mutually defend, indemnify and save one another harmless from and against any claims, demands, actions, losses, damages, costs, charges, liabilities and any expenses, including legal fees of whatever kind arising out of or in connection with each parties' activities conducted pursuant to this Agreement.", "probability": 4.513520795567618e-08 }, { "score": -5.079564094543457, "text": "9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 3.115878531492091e-08 }, { "score": -5.104959487915039, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 3.0377458743715496e-08 }, { "score": -5.366076946258545, "text": "All", "probability": 2.3396428589531924e-08 }, { "score": -5.655820846557617, "text": "The Party requiring referral to arbitration shall notify the other Party, in writing, thereof, not later than thirty (30) calendar days after the mediator has expressed his opinion, failing which the mediator's opinion shall be deemed to have been accepted by the Parties and shall be put into effect.", "probability": 1.7511179158541358e-08 }, { "score": -5.9557719230651855, "text": "HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All", "probability": 1.2973235266721257e-08 }, { "score": -6.075115203857422, "text": "25.3 The provisions of this paragraph may not be waived as set forth herein. [Signatures Appear on Following Page]\n\n\n\n\n\nARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc. By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 1.151378633074219e-08 }, { "score": -6.11701774597168, "text": "SCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 1.1041297781621243e-08 }, { "score": -6.17022705078125, "text": "ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 1.0469154654198468e-08 }, { "score": -6.320200443267822, "text": "9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 9.011124677727272e-09 }, { "score": -6.4917988777160645, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 7.590226667131944e-09 }, { "score": -6.553749084472656, "text": "The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 7.134279381368354e-09 }, { "score": -6.576984405517578, "text": ".", "probability": 6.970423107907022e-09 }, { "score": -6.585997104644775, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year.", "probability": 6.907883032425131e-09 }, { "score": -6.634387493133545, "text": "9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 6.5815668458580104e-09 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.105958938598633, "probability": 0.9855227349243786 }, { "score": 7.631062030792236, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.011226480162357501 }, { "score": 5.176081657409668, "text": "9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.0009639603793928105 }, { "score": 4.98516845703125, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 0.0007964282097700869 }, { "score": 4.746531009674072, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period", "probability": 0.0006273468301399995 }, { "score": 4.479537487030029, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 0.00048034568566727136 }, { "score": 3.012869119644165, "text": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF.", "probability": 0.00011081228634828193 }, { "score": 2.605661630630493, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 7.374625149721709e-05 }, { "score": 2.5301878452301025, "text": "9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 6.838519688329034e-05 }, { "score": 2.291550636291504, "text": "9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period", "probability": 5.3867060703525016e-05 }, { "score": 1.5223379135131836, "text": "9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 2.496079639029044e-05 }, { "score": 1.136387825012207, "text": "To", "probability": 1.6968460583795845e-05 }, { "score": -0.040232062339782715, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 5.231701050212316e-06 }, { "score": -0.08842110633850098, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period", "probability": 4.985568453957981e-06 }, { "score": -0.11269399523735046, "text": "To purchase product from the Company at a price of cost plus five percent (5%).", "probability": 4.866011174989282e-06 }, { "score": -0.12200355529785156, "text": "remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 4.820920962377606e-06 }, { "score": -0.2514357566833496, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 4.23563297378218e-06 }, { "score": -0.2788694500923157, "text": "Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period", "probability": 4.121013326067588e-06 }, { "score": -0.5509476661682129, "text": "HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 3.139366003979774e-06 }, { "score": -0.7535786628723145, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To", "probability": 2.5635419418367967e-06 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.737527847290039, "probability": 0.9994992978477941 }, { "score": 3.85429310798645, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 0.000376822777650482 }, { "score": 2.626060962677002, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 0.00011033738916156815 }, { "score": -0.4577566385269165, "text": "The Party requiring referral to arbitration shall notify the other Party, in writing, thereof, not later than thirty (30) calendar days after the mediator has expressed his opinion, failing which the mediator's opinion shall be deemed to have been accepted by the Parties and shall be put into effect.", "probability": 5.0517021434352285e-06 }, { "score": -1.534881353378296, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 1.720475196582203e-06 }, { "score": -1.8020007610321045, "text": "All", "probability": 1.3171642392650358e-06 }, { "score": -1.9149534702301025, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 1.1764817452305158e-06 }, { "score": -2.5865631103515625, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "probability": 6.010475513327933e-07 }, { "score": -2.596911668777466, "text": "All", "probability": 5.948596487897276e-07 }, { "score": -2.727846384048462, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company", "probability": 5.218555252708343e-07 }, { "score": -2.9942519664764404, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "probability": 3.9980830535885014e-07 }, { "score": -3.1317975521087646, "text": "All company records will be kept for a minimum of five (5) years", "probability": 3.484307877345768e-07 }, { "score": -3.2066609859466553, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 3.2329854238355626e-07 }, { "score": -3.3261499404907227, "text": ".", "probability": 2.868866590679797e-07 }, { "score": -3.4419283866882324, "text": "Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 2.555220674094537e-07 }, { "score": -3.5671935081481934, "text": "HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 2.2543765674653054e-07 }, { "score": -3.659923791885376, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law", "probability": 2.0547273941574038e-07 }, { "score": -3.7193706035614014, "text": "All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 NV", "probability": 1.9361401399288222e-07 }, { "score": -3.8816401958465576, "text": "All company records will be kept for a minimum of five (5) years unless", "probability": 1.6461295091180142e-07 }, { "score": -3.9397778511047363, "text": "The Company's fiscal year is September 1 through August 31. ARTICLE 16 - TAXES 16.1 The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law.", "probability": 1.5531562099182781e-07 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Insurance": [ { "text": "", "score": 12.184310913085938, "probability": 0.9999997473895205 }, { "score": -4.397027015686035, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 6.292400041552926e-08 }, { "score": -5.310276031494141, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "probability": 2.5246275496588545e-08 }, { "score": -5.369431018829346, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 2.379614641949807e-08 }, { "score": -5.499256610870361, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 2.089893206672984e-08 }, { "score": -5.580831527709961, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 1.926178620071694e-08 }, { "score": -6.085171699523926, "text": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 1.1632268131564771e-08 }, { "score": -6.09080171585083, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 1.156696228106773e-08 }, { "score": -6.342508792877197, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status.", "probability": 8.992994437295115e-09 }, { "score": -6.392533302307129, "text": "To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations. Furthermore, all parties understand these shares will carry the same rights and conditions, with no special terms or conditions, as all NVOS common shares authorized for issue under the companies' Nevada Articles of Incorporation. Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata adjustment in the event that NVOS shall, prior to the issuance date, approve any forward stock split, reverse stock split or other capitalization re-structure.\n\n\n\n\n\nARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 8.55419126220567e-09 }, { "score": -6.4637556076049805, "text": "To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders.", "probability": 7.966132068496897e-09 }, { "score": -6.595179557800293, "text": "6.2 Upon execution of the proposal, HGF will provide necessary documentation (allocated land) required for the completion of the construction and management package. 6.3 Harvesting schedule occurs as dictated by determined cash crop selection. Accompanying cash flow projections will be completed upon binding buyer contract receipt. ARTICLE 7 - PRINCIPLE AND LINE OF CREDIT RETURNS 7.1 Priority is given to all debt service requirements with principle pay-back schedule adherence based on cash flow actual conditions. Distribution to Parties as per agreement on a \"last to issue\" basis. ARTICLE 8 - TERM OF AGREEMENT 8.1 The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders.", "probability": 6.985070693731833e-09 }, { "score": -6.618760108947754, "text": "9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations. Furthermore, all parties understand these shares will carry the same rights and conditions, with no special terms or conditions, as all NVOS common shares authorized for issue under the companies' Nevada Articles of Incorporation. Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata adjustment in the event that NVOS shall, prior to the issuance date, approve any forward stock split, reverse stock split or other capitalization re-structure.\n\n\n\n\n\nARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 6.822285699784126e-09 }, { "score": -6.69842529296875, "text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations.", "probability": 6.29987239405981e-09 }, { "score": -6.756040096282959, "text": "HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 5.947164640469387e-09 }, { "score": -6.826870441436768, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 5.540497121261949e-09 }, { "score": -6.884225368499756, "text": "ARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally.", "probability": 5.231663533550086e-09 }, { "score": -6.885865688323975, "text": "HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "probability": 5.22308896658105e-09 }, { "score": -6.933533191680908, "text": "SCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 4.9799581110679864e-09 }, { "score": -6.982666492462158, "text": "To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing.", "probability": 4.741190093579211e-09 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.114160537719727, "probability": 0.9032399455739799 }, { "score": 9.862525939941406, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.", "probability": 0.09504530197190017 }, { "score": 5.022522926330566, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid", "probability": 0.0007515260752312959 }, { "score": 4.399133205413818, "text": "The Parties shall negotiate in good faith and make every effort to settle any dispute, or claim, that may arise out of, or relate to, the Agreement.", "probability": 0.0004029111979782509 }, { "score": 3.249866247177124, "text": "Furthermore", "probability": 0.00012767005326205604 }, { "score": 3.041414737701416, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.", "probability": 0.00010364770714847418 }, { "score": 2.6884114742279053, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. 25.3 The provisions of this paragraph may not be waived as set forth herein.", "probability": 7.282027754092667e-05 }, { "score": 2.6629891395568848, "text": "No waiver or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. 25.2 Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.", "probability": 7.099234961947592e-05 }, { "score": 2.232048511505127, "text": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company. ARTICLE 21 - DISPUTES 21.1 The Parties shall negotiate in good faith and make every effort to settle any dispute, or claim, that may arise out of, or relate to, the Agreement.", "probability": 4.6137750203853116e-05 }, { "score": 1.8979778289794922, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder,", "probability": 3.303477547303584e-05 }, { "score": 1.4937366247177124, "text": "The Parties shall negotiate in good faith and make every effort to settle any dispute, or claim, that may arise out of, or relate to, the Agreement.", "probability": 2.2050154409309937e-05 }, { "score": 1.342224359512329, "text": "25.2 Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.", "probability": 1.8950064578380725e-05 }, { "score": 1.0539345741271973, "text": "The parties shall keep confidential all business terms and conditions of this Agreement and neither shall release such information to any other party without the express written consent of the other, in the case of NVOS, it is understood that NVOS will be filing this Agreement with the Security Exchange Commission of the United States of America in a matter compliant to publicly listed company rules. ARTICLE 25 - ENTIRE AGREEMENT 25.1 No waiver or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. 25.2 Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.", "probability": 1.4203913908208628e-05 }, { "score": 0.6094450950622559, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as afore", "probability": 9.106860903631099e-06 }, { "score": 0.527137279510498, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. 25.3", "probability": 8.387313439357839e-06 }, { "score": 0.509392261505127, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. 25.3 The", "probability": 8.239793157371262e-06 }, { "score": 0.31067466735839844, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. 25.3 The provisions of this paragraph may not be waived as set forth herein. [Signatures Appear on Following Page]", "probability": 6.754828937104869e-06 }, { "score": 0.24839305877685547, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. 25", "probability": 6.346960510948132e-06 }, { "score": 0.22371816635131836, "text": "Furthermore,", "probability": 6.192266323054707e-06 }, { "score": 0.15483999252319336, "text": "Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder", "probability": 5.780111495421847e-06 } ], "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.110474586486816, "probability": 0.9920675658667446 }, { "score": 7.118063926696777, "text": "This Agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.", "probability": 0.006735422608011797 }, { "score": 4.324878692626953, "text": "Harvest Gold Farms Inc.", "probability": 0.00041238220478686784 }, { "score": 4.3241424560546875, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "probability": 0.0004120787056632386 }, { "score": 3.732362747192383, "text": "This Agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.", "probability": 0.00022802029893449286 }, { "score": 2.6577208042144775, "text": "Upon execution of the proposal, HGF will provide necessary documentation for all land intended for use in the Primary Project including beneficial owners, addresses, and parcel size.", "probability": 7.785068618444574e-05 }, { "score": 0.8369060158729553, "text": "Harvest Gold Farms Inc.", "probability": 1.2603542485516997e-05 }, { "score": 0.583554744720459, "text": "Harvest Gold Farms Inc", "probability": 9.782808915014611e-06 }, { "score": 0.4562230110168457, "text": "This", "probability": 8.613191464151264e-06 }, { "score": 0.40456628799438477, "text": "23.3 This Agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.", "probability": 8.17955866485894e-06 }, { "score": 0.3472776412963867, "text": "Upon execution of the proposal, HGF will provide necessary documentation for all land intended for use in the Primary Project including beneficial owners, addresses, and parcel size", "probability": 7.72413273764527e-06 }, { "score": -0.2968287467956543, "text": "This Agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns", "probability": 4.05618615491496e-06 }, { "score": -0.7051630020141602, "text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party", "probability": 2.6963766929644002e-06 }, { "score": -0.7622616291046143, "text": "Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019.", "probability": 2.5467302439713416e-06 }, { "score": -0.9394243955612183, "text": "Parties\" and separately as a \"Party.\"", "probability": 2.133251864925836e-06 }, { "score": -0.9860540628433228, "text": "23.3 This Agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.", "probability": 2.0360626012067926e-06 }, { "score": -1.113715648651123, "text": "NV", "probability": 1.79204290997106e-06 }, { "score": -1.216645359992981, "text": "HGF\"). 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in accordance with Clause 8", "probability": 0.007343620961896306 }, { "text": "", "score": 11.694570541381836, "probability": 0.006046403772980038 }, { "score": 11.295930862426758, "text": "IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.", "probability": 0.00405854282325772 }, { "score": 11.07194709777832, "text": "DATED 15TH DECEMBER 2001", "probability": 0.0032441073709121903 }, { "score": 10.345398902893066, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.", "probability": 0.0015687702608987446 }, { "score": 10.31904411315918, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8", "probability": 0.0015279657100023868 }, { "score": 9.951162338256836, "text": "this Agreement has been executed on the day and year first above written.", "probability": 0.0010576563550585033 }, { "score": 9.488059043884277, "text": "IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.", "probability": 0.0006656123600370889 }, { "score": 9.327718734741211, "text": "IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written", "probability": 0.0005670044488304446 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Expiration Date": [ { "score": 15.69571304321289, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.", "probability": 0.9251928248259241 }, { "score": 11.996715545654297, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 0.022896972063133774 }, { "text": "", "score": 11.69912338256836, "probability": 0.017003386233299105 }, { "score": 11.57129192352295, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8", "probability": 0.014963008501498043 }, { "score": 11.568469047546387, "text": "EFFECTIVE DATE means 18 May 2000;", "probability": 0.014920829345534273 }, { "score": 9.897903442382812, "text": "EFFECTIVE DATE means 18 May 2000", "probability": 0.002807214117281854 }, { "score": 8.439136505126953, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 0.0006527413239501203 }, { "score": 7.793934345245361, "text": ".", "probability": 0.0003423996958825438 }, { "score": 7.790915012359619, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 0.0003413674363724452 }, { "score": 7.246084213256836, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 0.00019797259738773916 }, { "score": 6.8338775634765625, "text": "18 May 2000;", "probability": 0.0001310949636982083 }, { "score": 6.719217777252197, "text": "7.1 This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.", "probability": 0.00011689337424930919 }, { "score": 6.503317356109619, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 9.419449750121497e-05 }, { "score": 6.2103190422058105, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 7.027129915182544e-05 }, { "score": 6.192975997924805, "text": "Upon termination of the Agreement:", "probability": 6.906308821065303e-05 }, { "score": 5.841806888580322, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 4.861107080994998e-05 }, { "score": 5.793339729309082, "text": "This", "probability": 4.631121424766676e-05 }, { "score": 5.577961444854736, "text": "CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 3.733778645965728e-05 }, { "score": 5.551752090454102, "text": "media now or hereafter known.", "probability": 3.6371900101484376e-05 }, { "score": 5.39627742767334, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed", "probability": 3.1134665306067654e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Renewal Term": [ { "score": 15.442083358764648, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 0.5805396720404378 }, { "score": 15.059005737304688, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 0.39578871405424565 }, { "text": "", "score": 11.538509368896484, "probability": 0.011709308808139939 }, { "score": 11.094724655151367, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed", "probability": 0.00751273391647109 }, { "score": 9.676362991333008, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed", "probability": 0.0018189106401640034 }, { "score": 8.657148361206055, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise 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consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 0.0003248967726335128 }, { "score": 7.776094913482666, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 0.00027197903161069723 }, { "score": 7.234501361846924, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 0.00015824293603557577 }, { "score": 6.866247177124023, "text": ".", "probability": 0.00010949481946322551 }, { "score": 6.4780473709106445, "text": "All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 7.426779639757502e-05 }, { "score": 6.248302936553955, "text": ".", "probability": 5.902334223282234e-05 }, { "score": 5.881427764892578, "text": "This", "probability": 4.0897045573290847e-05 }, { "score": 5.59259033203125, "text": "This", "probability": 3.0637366523494855e-05 }, { "score": 5.287834167480469, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term", "probability": 2.258902632818486e-05 }, { "score": 4.944548606872559, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.", "probability": 1.6025459351046122e-05 }, { "score": 4.83629846572876, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 1.438129675499292e-05 }, { "score": 4.749185562133789, "text": "ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 1.3181517016130078e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Notice Period To Terminate Renewal": [ { "score": 15.151104927062988, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 0.5125248899171824 }, { "score": 14.854349136352539, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 0.38092156386610176 }, { "score": 13.112260818481445, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 0.0667200272813677 }, { "text": "", "score": 11.83469009399414, "probability": 0.018595775708082 }, { "score": 11.12578010559082, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 0.009152476094075825 }, { "score": 10.659607887268066, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed", "probability": 0.005742256409174012 }, { "score": 9.813591003417969, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 0.002464121493494287 }, { "score": 8.881620407104492, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed", "probability": 0.0009703142950672626 }, { "score": 8.129440307617188, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.0004573458715015765 }, { "score": 8.037324905395508, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 0.00041709938754628753 }, { "score": 7.9340057373046875, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS", "probability": 0.0003761565318047747 }, { "score": 7.90223503112793, "text": "7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 0.0003643936205730486 }, { "score": 7.8107590675354, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 0.0003325395149467578 }, { "score": 7.5375189781188965, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 0.0002530326686684689 }, { "score": 7.498164653778076, "text": "Upon termination of the Agreement:", "probability": 0.0002432681374342159 }, { "score": 6.921337604522705, "text": "7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "probability": 0.0001366382922739695 }, { "score": 6.830113887786865, "text": "(b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.00012472527458042712 }, { "score": 6.402205944061279, "text": ".", "probability": 8.130484196177875e-05 }, { "score": 6.160146713256836, "text": "7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 6.382508792370761e-05 }, { "score": 6.068670749664307, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 5.82457062398795e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Governing Law": [ { "score": 14.855844497680664, "text": "This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong", "probability": 0.6490963435385593 }, { "score": 14.066987991333008, "text": "This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong", "probability": 0.2949260504725159 }, { "text": "", "score": 12.275972366333008, "probability": 0.049190918520835625 }, { "score": 9.848217964172363, "text": "This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong\n", "probability": 0.004340348400009667 }, { "score": 8.881094932556152, "text": "This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong\n", "probability": 0.001650092900686775 }, { "score": 6.396759033203125, "text": "This", "probability": 0.00013758624672855063 }, { "score": 6.348427772521973, "text": "This Agreement is governed by and shall be construed in", "probability": 0.00013109466669203787 }, { "score": 6.186028480529785, "text": "This", "probability": 0.00011144379874880455 }, { "score": 6.103119850158691, "text": "This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong\n\n16.2 The Parties shall attempt to resolve any dispute, controversy or claim arising out of this Agreement through good faith consultation and negotiations. If the Parties fail to resolve the dispute through negotiation, such dispute shall be referred to and be resolved by arbitration in accordance with the UNCITRAL Arbitration Rules as may be amended from time to time. The place of arbitration shall be in Hong Kong.", "probability": 0.0001025768000050183 }, { "score": 5.492415428161621, "text": "This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong\n\n16.2 The Parties shall attempt to resolve any dispute, controversy or claim arising out of this Agreement through good faith consultation and negotiations. If the Parties fail to resolve the dispute through negotiation, such dispute shall be referred to and be resolved by arbitration in accordance with the UNCITRAL Arbitration Rules as may be amended from time to time. The place of arbitration shall be in Hong Kong. The language to be used in the arbitral proceedings shall be English. There shall be one arbitrator to be agreed by Parties. If the Parties are unable to agree on an arbitrator, the International Chamber of Commerce shall appoint one.\n\n -7-\n\nIN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.", "probability": 5.56959461582886e-05 }, { "score": 5.26889705657959, "text": "This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong\n\n16.2 The Parties shall attempt to resolve any dispute, controversy or claim arising out of this Agreement through good faith consultation and negotiations. If the Parties fail to resolve the dispute through negotiation, such dispute shall be referred to and be resolved by arbitration in accordance with the UNCITRAL Arbitration Rules as may be amended from time to time. The place of arbitration shall be in Hong Kong", "probability": 4.454005928056996e-05 }, { "score": 5.222949981689453, "text": "is governed by and shall be construed in accordance with the laws of Hong Kong", "probability": 4.253987697949151e-05 }, { "score": 5.013016700744629, "text": "Agreement is governed by and shall be construed in accordance with the laws of Hong Kong", "probability": 3.448445479857716e-05 }, { "score": 4.726662635803223, "text": "Hong Kong", "probability": 2.5897710626599882e-05 }, { "score": 4.602204322814941, "text": "the laws of Hong Kong", "probability": 2.286703283241663e-05 }, { "score": 4.528722763061523, "text": "governed by and shall be construed in accordance with the laws of Hong Kong", "probability": 2.1246978547510836e-05 }, { "score": 4.356603622436523, "text": "The English language version shall prevail in the event of any discrepancy between the interpretation of the English and the Chinese versions of this Agreement. This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong", "probability": 1.7887382188912262e-05 }, { "score": 4.269825458526611, "text": "and shall be construed in accordance with the laws of Hong Kong", "probability": 1.6400591392965048e-05 }, { "score": 4.269189834594727, "text": "This Agreement is governed by and shall be construed", "probability": 1.6390170096942056e-05 }, { "score": 4.219423294067383, "text": "Agreement is governed by and shall be construed in accordance with the laws of Hong Kong", "probability": 1.5594452316455483e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Most Favored Nation": [ { "text": "", "score": 12.09345531463623, "probability": 0.33146522788338856 }, { "score": 12.063650131225586, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.3217316224784273 }, { "score": 11.842445373535156, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.2578847990155688 }, { "score": 9.677997589111328, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.02960860964247819 }, { "score": 8.589531898498535, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.009970188541960353 }, { "score": 8.398439407348633, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.008235935878116487 }, { "score": 8.282848358154297, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content", "probability": 0.007336896656497726 }, { "score": 8.27698802947998, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.0072940257720722455 }, { "score": 7.873959541320801, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.004874546807410327 }, { "score": 7.851813316345215, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.004767780595073876 }, { "score": 7.832476615905762, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content", "probability": 0.0046764730879353626 }, { "score": 7.7682671546936035, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.004385636419719297 }, { "score": 7.127907752990723, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.002311681887001176 }, { "score": 6.786406517028809, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.0016429183025400483 }, { "score": 6.118401527404785, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content", "probability": 0.0008423742581592157 }, { "score": 6.092852592468262, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users. Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto.", "probability": 0.0008211250956306748 }, { "score": 5.942082405090332, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0007062047999188782 }, { "score": 5.606815814971924, "text": "2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.0005050405333830835 }, { "score": 5.591811656951904, "text": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.0004975193907192871 }, { "score": 5.472112655639648, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users", "probability": 0.0004413929539987962 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Compete": [ { "score": 12.27757453918457, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.5536175666454454 }, { "text": "", "score": 11.906214714050293, "probability": 0.3818830119731969 }, { "score": 8.764092445373535, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.01649392352137635 }, { "score": 8.699125289916992, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content", "probability": 0.0154564267262595 }, { "score": 8.63949203491211, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.01456165394127319 }, { "score": 7.769629001617432, "text": "media now or hereafter known.", "probability": 0.00610146311837662 }, { "score": 7.106832981109619, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0031447442817347615 }, { "score": 6.446270942687988, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in", "probability": 0.001624452017581911 }, { "score": 6.352963447570801, "text": "publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.00147973503870041 }, { "score": 6.112369537353516, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.", "probability": 0.0011633097017130648 }, { "score": 5.731105804443359, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in", "probability": 0.0007945378935652972 }, { "score": 5.692400932312012, "text": "publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in", "probability": 0.00076437293705051 }, { "score": 5.358499526977539, "text": "publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.", "probability": 0.0005473860992960545 }, { "score": 5.296981334686279, "text": "2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.0005147267667854223 }, { "score": 5.145413398742676, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.0004423353363706764 }, { "score": 5.0783820152282715, "text": "any third party where such content is similar to or competitive with the Content.", "probability": 0.0004136569017444985 }, { "score": 4.702460289001465, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party", "probability": 0.00028404002583127917 }, { "score": 4.677609920501709, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the", "probability": 0.00027706850768093505 }, { "score": 4.471168518066406, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.", "probability": 0.00022538800717174752 }, { "score": 4.401407241821289, "text": "X", "probability": 0.00021020055884545446 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Exclusivity": [ { "score": 12.9602632522583, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.2755528134791713 }, { "score": 12.901151657104492, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.2597365155733217 }, { "score": 12.791095733642578, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.23266782487948326 }, { "text": "", "score": 12.211885452270508, "probability": 0.13037325264524627 }, { "score": 11.184844017028809, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the", "probability": 0.046682066477930176 }, { "score": 10.096224784851074, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.015716967217330517 }, { "score": 9.414989471435547, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China", "probability": 0.007952652571971159 }, { "score": 9.379009246826172, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.007671600818398432 }, { "score": 8.756202697753906, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.004115328892404032 }, { "score": 8.731873512268066, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China", "probability": 0.004016414425634457 }, { "score": 8.54779052734375, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0033411216894560793 }, { "score": 8.534960746765137, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the", "probability": 0.003298529638856667 }, { "score": 8.174290657043457, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the", "probability": 0.00229976447490127 }, { "score": 8.080543518066406, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory", "probability": 0.0020939653740057397 }, { "score": 7.661148548126221, "text": "Exclusive Rights in the Territory: CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.001376665962161441 }, { "score": 7.446341514587402, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.0011105524264615192 }, { "score": 7.085670471191406, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.0007742863826699557 }, { "score": 6.903330326080322, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the", "probability": 0.000645226658435744 }, { "score": 6.131622791290283, "text": "XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.00029823868691376815 }, { "score": 6.054896354675293, "text": "Exclusive Rights in the Territory: CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the", "probability": 0.00027621172524644423 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__No-Solicit Of Customers": [ { "text": "", "score": 12.132749557495117, "probability": 0.9774407145521655 }, { "score": 8.26856517791748, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.020506732776960974 }, { "score": 5.443282604217529, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0012158831518134373 }, { "score": 3.562295913696289, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 0.0001853487665985133 }, { "score": 3.516030788421631, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China", "probability": 0.00017696892458688842 }, { "score": 3.35121488571167, "text": "Upon termination of the Agreement:", "probability": 0.00015007846347179075 }, { "score": 3.3386423587799072, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0001482034097285921 }, { "score": 1.9753987789154053, "text": "During", "probability": 3.791482286893651e-05 }, { "score": 1.653059720993042, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.", "probability": 2.7467488871074458e-05 }, { "score": 1.4057670831680298, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 2.144969539557646e-05 }, { "score": 1.3958922624588013, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 2.123892586763913e-05 }, { "score": 0.6770625114440918, "text": "in the presence of", "probability": 1.0350200307200725e-05 }, { "score": 0.6634260416030884, "text": "XINHUA FINANCIAL NETWORK LIMITED, a company incorporated in Hong Kong whose registered office is at Room 2003-4, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong (\"XFN\"),\n\n (collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 1.0210018080488989e-05 }, { "score": 0.5743961334228516, "text": "During the Term", "probability": 9.340310491183346e-06 }, { "score": 0.4561645984649658, "text": "CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 8.298775384640994e-06 }, { "score": 0.4477248191833496, "text": "publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 8.229030282714111e-06 }, { "score": 0.26025670766830444, "text": "CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 6.822323268842517e-06 }, { "score": 0.08806025981903076, "text": "Either Party may terminate this Agreement:", "probability": 5.7431257694568065e-06 }, { "score": -0.11079490184783936, "text": "collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 4.707459883024136e-06 }, { "score": -0.2018451690673828, "text": "During the Term,", "probability": 4.297778203758415e-06 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Competitive Restriction Exception": [ { "score": 13.029703140258789, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.6314344908571599 }, { "text": "", "score": 12.047731399536133, "probability": 0.23651756124488696 }, { "score": 9.9029541015625, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.027694813625789506 }, { "score": 9.587265014648438, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.020197444268126894 }, { "score": 9.032135963439941, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.011593296275954963 }, { "score": 8.990285873413086, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.011118128049591466 }, { "score": 8.939088821411133, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.010563238229438788 }, { "score": 8.80348014831543, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.009223653421380507 }, { "score": 8.675718307495117, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content", "probability": 0.008117395632955604 }, { "score": 8.447061538696289, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.006458212644352647 }, { "score": 8.374571800231934, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.006006624002030751 }, { "score": 8.17916488647461, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.004940447661589009 }, { "score": 8.145916938781738, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.004778888552917111 }, { "score": 7.750838756561279, "text": "media now or hereafter known.", "probability": 0.0032191901346235174 }, { "score": 7.419126510620117, "text": "publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.002310392840724031 }, { "score": 6.968976020812988, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users. Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto.", "probability": 0.0014729498359344034 }, { "score": 6.701855659484863, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.0011276622898949604 }, { "score": 6.688858985900879, "text": "2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.0011131012586476593 }, { "score": 6.66159200668335, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in", "probability": 0.001083160403136563 }, { "score": 6.610635280609131, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.", "probability": 0.001029348770864512 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__No-Solicit Of Employees": [ { "text": "", "score": 12.209491729736328, "probability": 0.959557931092758 }, { "score": 8.95419692993164, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.03700962041838283 }, { "score": 6.455402851104736, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0030416003606603408 }, { "score": 3.1577932834625244, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China", "probability": 0.00011245234396174518 }, { "score": 2.2733044624328613, "text": "CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 4.643440639780056e-05 }, { "score": 2.1768782138824463, "text": "publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 4.2166010288080544e-05 }, { "score": 2.142439603805542, "text": "During", "probability": 4.07385917326641e-05 }, { "score": 1.8946239948272705, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.", "probability": 3.1796627605870294e-05 }, { "score": 1.8761646747589111, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.", "probability": 3.121506759461013e-05 }, { "score": 0.9559211730957031, "text": "media now or hereafter known.", "probability": 1.2436770062260219e-05 }, { "score": 0.9349837303161621, "text": "During the Term", "probability": 1.2179082968702817e-05 }, { "score": 0.9169329404830933, "text": "Upon termination of the Agreement:", "probability": 1.1961213178270055e-05 }, { "score": 0.745232105255127, "text": "During the Term, CEIS agrees not to appoint any other licensees", "probability": 1.0074105748712676e-05 }, { "score": 0.658998966217041, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China", "probability": 9.241786447335306e-06 }, { "score": 0.5190379023551941, "text": "Either Party may terminate this Agreement:", "probability": 8.034735993288334e-06 }, { "score": 0.04382920265197754, "text": "-2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 4.995639549574749e-06 }, { "score": -0.056449174880981445, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 4.518983432902592e-06 }, { "score": -0.09619140625, "text": "appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 4.342910879959885e-06 }, { "score": -0.10310173034667969, "text": ".", "probability": 4.313003412416315e-06 }, { "score": -0.1918187141418457, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The", "probability": 3.946848944817206e-06 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Disparagement": [ { "text": "", "score": 11.794549942016602, "probability": 0.9678546154115839 }, { "score": 7.921121120452881, "text": "default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.020118767054221172 }, { "score": 7.024893283843994, "text": "omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.008210593634586242 }, { "score": 5.231476783752441, "text": "neither the Content nor any part thereof contains anything which is obscene, indecent, seditious, offensive, defamatory, threatening, liable to incite racial hatred, discriminatory, menacing or in breach of confidence;", "probability": 0.001366166615571098 }, { "score": 4.0537428855896, "text": "(c) neither the Content nor any part thereof contains anything which is obscene, indecent, seditious, offensive, defamatory, threatening, liable to incite racial hatred, discriminatory, menacing or in breach of confidence;", "probability": 0.00042074632888413244 }, { "score": 4.000202655792236, "text": "in the presence of", "probability": 0.0003988119003601414 }, { "score": 3.840182065963745, "text": "negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.0003398380865777525 }, { "score": 3.626018524169922, "text": "in the presence of:-", "probability": 0.00027432286344586355 }, { "score": 3.338778018951416, "text": "Either Party may terminate this Agreement:", "probability": 0.000205833016636196 }, { "score": 3.302464008331299, "text": "CEIS shall fully indemnify XFN and hold XFN harmless from and against any and all costs, expenses, loss, damages, liabilities, claims and proceedings which may be incurred or suffered by or taken against XFN in relation to:\n\n (a) the exercise by XFN of the rights granted herein; and\n\n (b) any breach by CEIS of any provision of this Agreement or any act,\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.00019849248304179936 }, { "score": 2.8738632202148438, "text": "the presence of", "probability": 0.00012930195977731013 }, { "score": 2.4996790885925293, "text": "the presence of:-", "probability": 8.89403847358679e-05 }, { "score": 2.375293493270874, "text": "any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 7.853785324783454e-05 }, { "score": 2.1933767795562744, "text": "default", "probability": 6.547471265929441e-05 }, { "score": 2.170656442642212, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 6.400387733692725e-05 }, { "score": 1.8644723892211914, "text": "default, omission or negligence of any nature", "probability": 4.712292493047171e-05 }, { "score": 1.684847354888916, "text": "in the presence of:- ) ) )", "probability": 3.937513702582778e-05 }, { "score": 1.603432059288025, "text": "in the presence of:- ) ) ) /s/ ) ---------------------------\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\nSIGNED BY ) ) for and on behalf of", "probability": 3.629642608843923e-05 }, { "score": 1.547549843788147, "text": "(b) any breach by CEIS of any provision of this Agreement or any act,\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 3.4323733925334714e-05 }, { "score": 1.3593544960021973, "text": "default, omission", "probability": 2.843559536447978e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Termination For Convenience": [ { "score": 14.814289093017578, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 0.5686810821618892 }, { "score": 14.3570556640625, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 0.35999363824308966 }, { "text": "", "score": 11.767400741577148, "probability": 0.0270160581973469 }, { "score": 10.993938446044922, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 0.012465553766858244 }, { "score": 10.702073097229004, "text": "XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.", "probability": 0.009310136873130846 }, { "score": 10.570100784301758, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS", "probability": 0.008159080509653084 }, { "score": 9.761994361877441, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS", "probability": 0.0036365122802976715 }, { "score": 9.630266189575195, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 0.0031876911753287085 }, { "score": 9.037152290344238, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 0.0017615304164875826 }, { "score": 8.964424133300781, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 0.0016379653461087546 }, { "score": 8.3052339553833, "text": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 0.0008472704355460431 }, { "score": 8.03939437866211, "text": "8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 0.0006494853975973281 }, { "score": 7.754939079284668, "text": "Either Party may terminate this Agreement:", "probability": 0.0004886883933541186 }, { "score": 7.729911804199219, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.", "probability": 0.0004766096341856905 }, { "score": 7.334537506103516, "text": "XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.", "probability": 0.0003209622390236851 }, { "score": 7.2523956298828125, "text": "8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 0.0002956515617109901 }, { "score": 7.217172622680664, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.", "probability": 0.00028541909170227086 }, { "score": 7.212015151977539, "text": "XFN may terminate this Agreement", "probability": 0.00028395084058432783 }, { "score": 7.1754937171936035, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement", "probability": 0.00027376763300509074 }, { "score": 6.996699333190918, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.", "probability": 0.0002289458030998077 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.253379821777344, "probability": 0.9780845657418359 }, { "score": 8.21147632598877, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.017179084708182482 }, { "score": 6.695362091064453, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.00377189830391787 }, { "score": 3.6750526428222656, "text": "media now or hereafter known.", "probability": 0.00018401628044284127 }, { "score": 3.579547882080078, "text": "Upon termination of the Agreement:", "probability": 0.00016725497987797562 }, { "score": 3.5679383277893066, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China", "probability": 0.0001653244520756237 }, { "score": 3.5628671646118164, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0001644881870123805 }, { "score": 2.4040870666503906, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 5.1627715903132e-05 }, { "score": 2.150963306427002, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 4.008230230904009e-05 }, { "score": 2.0518240928649902, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China", "probability": 3.6299199344606454e-05 }, { "score": 1.982622742652893, "text": "Either Party may terminate this Agreement:", "probability": 3.387219035441863e-05 }, { "score": 1.809799313545227, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 2.8496204560355162e-05 }, { "score": 1.6651763916015625, "text": "During", "probability": 2.465914888478807e-05 }, { "score": 1.3114590644836426, "text": "publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 1.7312532410350202e-05 }, { "score": 0.798560619354248, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 1.0366010274026386e-05 }, { "score": 0.7951581478118896, "text": "CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 1.0330800153745753e-05 }, { "score": 0.5618481636047363, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "probability": 8.181043871657265e-06 }, { "score": 0.4865562915802002, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 7.587695204110779e-06 }, { "score": 0.4581195116043091, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 7.374964606859439e-06 }, { "score": 0.4309849441051483, "text": "CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 7.177538777497499e-06 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Change Of Control": [ { "text": "", "score": 12.291152000427246, "probability": 0.9620879829686049 }, { "score": 8.243428230285645, "text": "Upon termination of the Agreement:", "probability": 0.01680005457186718 }, { "score": 8.161439895629883, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.015477599732105387 }, { "score": 6.69740629196167, "text": "(b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.003579990677666294 }, { "score": 4.39686918258667, "text": "in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.00035873299527228153 }, { "score": 4.2550129890441895, "text": "(a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.0003112891342701345 }, { "score": 3.676363945007324, "text": "in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.00017452589541619844 }, { "score": 3.547382354736328, "text": "(b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.0001534065425312491 }, { "score": 3.509089469909668, "text": "Either Party may terminate this Agreement:", "probability": 0.00014764321492165175 }, { "score": 3.448137044906616, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect;", "probability": 0.00013891277641124418 }, { "score": 3.395954132080078, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.00013184978939703864 }, { "score": 3.349539041519165, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund", "probability": 0.00012586982335940322 }, { "score": 3.2919230461120605, "text": "CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.00011882267188907927 }, { "score": 3.1231324672698975, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term,", "probability": 0.00010036782127901346 }, { "score": 3.0004515647888184, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 8.877994218726289e-05 }, { "score": 2.605302572250366, "text": "and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 5.980036446534497e-05 }, { "score": 2.6001217365264893, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 5.949134976920037e-05 }, { "score": 1.9970886707305908, "text": "Upon", "probability": 3.255066680991581e-05 }, { "score": 1.885504961013794, "text": "(b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund", "probability": 2.911385403142208e-05 }, { "score": 1.6590983867645264, "text": "(b) in the event that this Agreement is terminated prior to the expiry of the Term,", "probability": 2.321520774542947e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Anti-Assignment": [ { "text": "", "score": 12.129706382751465, "probability": 0.9930283659873232 }, { "score": 5.863704204559326, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0018865637477452925 }, { "score": 5.793483734130859, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0017586326100270133 }, { "score": 5.389996528625488, "text": "Either Party may terminate this Agreement:", "probability": 0.0011747429708566803 }, { "score": 4.764267921447754, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.0006283366233270511 }, { "score": 4.125845432281494, "text": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.000331840210073749 }, { "score": 3.991732120513916, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.0002901912668179712 }, { "score": 3.7535457611083984, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.00022868691550883608 }, { "score": 3.2800872325897217, "text": "default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.\n\n7. TERM\n\n7.1 This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 0.0001424363678258769 }, { "score": 3.109747886657715, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.00012012778034741212 }, { "score": 3.0196192264556885, "text": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.00010977440017179732 }, { "score": 2.9810099601745605, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.0001056168672212846 }, { "score": 2.484968423843384, "text": "Upon termination of the Agreement:", "probability": 6.43139493670714e-05 }, { "score": 2.157942056655884, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 4.63745205566322e-05 }, { "score": 1.5612075328826904, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 2.553412157535792e-05 }, { "score": 0.9499638080596924, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China", "probability": 1.385674245286472e-05 }, { "score": 0.9120628833770752, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.", "probability": 1.3341387014645312e-05 }, { "score": 0.7643518447875977, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users", "probability": 1.1509352556201033e-05 }, { "score": 0.7477586269378662, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content", "probability": 1.1319951097475167e-05 }, { "score": 0.45349007844924927, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 8.434228133859615e-06 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Revenue/Profit Sharing": [ { "text": "", "score": 12.079565048217773, "probability": 0.629805842420533 }, { "score": 10.530813217163086, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.13384196713039723 }, { "score": 10.367436408996582, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.11366811676882807 }, { "score": 9.919025421142578, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.07259325115244485 }, { "score": 8.726956367492676, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other", "probability": 0.022038764036799788 }, { "score": 7.643763542175293, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.0074604078120023565 }, { "score": 7.287979602813721, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million", "probability": 0.005226940622230944 }, { "score": 7.239170074462891, "text": "XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.\n\n2.8 XFN does not intend and is not under any obligation to edit or review the Content licensed herein for accuracy or appropriateness or compliance with any applicable laws or regulations.\n\n3. DELIVERY OF CONTENT\n\n3.1 During the Term of this Agreement, CEIS shall supply the Content of XFN by such means of delivery or transmission as may be reasonably required by XFN including by online transmission.\n\n3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis.\n\n4. CONSIDERATION\n\n4.1 In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.0049779422931281415 }, { "score": 6.531333923339844, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree", "probability": 0.002452677930220433 }, { "score": 6.228163242340088, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 0.0018112365329024315 }, { "score": 5.832061767578125, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other", "probability": 0.0012188506257170973 }, { "score": 5.494997501373291, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand)", "probability": 0.0008700923168924934 }, { "score": 5.435312271118164, "text": "XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.\n\n2.8 XFN does not intend and is not under any obligation to edit or review the Content licensed herein for accuracy or appropriateness or compliance with any applicable laws or regulations.\n\n3. DELIVERY OF CONTENT\n\n3.1 During the Term of this Agreement, CEIS shall supply the Content of XFN by such means of delivery or transmission as may be reasonably required by XFN including by online transmission.\n\n3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis.\n\n4. CONSIDERATION\n\n4.1 In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other", "probability": 0.0008196800548725607 }, { "score": 5.375176906585693, "text": "(collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 0.000771841117581589 }, { "score": 5.344234466552734, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million", "probability": 0.0007483241820666758 }, { "score": 4.816733360290527, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand", "probability": 0.00044156938994255665 }, { "score": 4.759010314941406, "text": "collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 0.0004168023509748896 }, { "score": 4.562280178070068, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n", "probability": 0.00034236656621049026 }, { "score": 4.256072521209717, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree", "probability": 0.0002520618105073498 }, { "score": 4.21229362487793, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n", "probability": 0.00024126488574717587 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Price Restrictions": [ { "text": "", "score": 12.049029350280762, "probability": 0.8777358994418453 }, { "score": 9.50345230102539, "text": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.06883887997442363 }, { "score": 8.015410423278809, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.015544810040816955 }, { "score": 7.920130729675293, "text": "The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.", "probability": 0.014132076318401103 }, { "score": 7.0691070556640625, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.", "probability": 0.006034080344032686 }, { "score": 6.858431339263916, "text": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users", "probability": 0.004887826565095924 }, { "score": 6.464913368225098, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.003297714881397146 }, { "score": 6.274487495422363, "text": "The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 0.0027259143023169578 }, { "score": 6.104290008544922, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.00229930386274095 }, { "score": 5.423463821411133, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 0.0011639044072887718 }, { "score": 4.968695640563965, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million", "probability": 0.0007386079897238937 }, { "score": 4.5700578689575195, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.", "probability": 0.000495778645630975 }, { "score": 4.528653621673584, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other", "probability": 0.000475670458720403 }, { "score": 4.511918067932129, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.0004677760927411409 }, { "score": 3.9658641815185547, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.00027095042232790865 }, { "score": 3.8019583225250244, "text": "(collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 0.0002299886596206698 }, { "score": 3.562217950820923, "text": "The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002", "probability": 0.0001809624642646625 }, { "score": 3.5404887199401855, "text": "The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.", "probability": 0.00017707270290698334 }, { "score": 3.446855306625366, "text": "During the Term of this Agreement, CEIS shall supply the Content of XFN by such means of delivery or transmission as may be reasonably required by XFN including by online transmission.\n\n3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis.\n\n4. CONSIDERATION\n\n4.1 In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.00016124532867693077 }, { "score": 3.3164901733398438, "text": "In consideration of the rights and obligations of the Parties, XFN shall", "probability": 0.000141537097027061 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Minimum Commitment": [ { "text": "", "score": 12.198478698730469, "probability": 0.5762054201915793 }, { "score": 10.832488059997559, "text": "The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.", "probability": 0.14700602769439683 }, { "score": 10.31408405303955, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.", "probability": 0.08753770227507912 }, { "score": 10.0306978225708, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.06593591946836616 }, { "score": 10.027250289916992, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.06570899462310628 }, { "score": 8.664355278015137, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.", "probability": 0.016816168069105852 }, { "score": 8.410257339477539, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.013042886249280374 }, { "score": 8.377520561218262, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.012622817537265397 }, { "score": 7.735776901245117, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree", "probability": 0.0066443205153429614 }, { "score": 6.838650703430176, "text": "The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.", "probability": 0.002709153526066204 }, { "score": 6.5892181396484375, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each.", "probability": 0.0021110884558068646 }, { "score": 6.086047649383545, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree", "probability": 0.0012763866803579818 }, { "score": 5.371864318847656, "text": "The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 0.0006249084309321248 }, { "score": 4.939488887786865, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each.", "probability": 0.0004055441304836415 }, { "score": 4.853460788726807, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 0.00037211449842243754 }, { "score": 4.42576789855957, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million", "probability": 0.00024262297814559472 }, { "score": 4.397184371948242, "text": "The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional", "probability": 0.00023578613383298737 }, { "score": 4.163135528564453, "text": "The", "probability": 0.00018658302946398844 }, { "score": 4.021505355834961, "text": "The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002", "probability": 0.00016194328243130743 }, { "score": 3.9686906337738037, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n", "probability": 0.00015361223053465123 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Volume Restriction": [ { "text": "", "score": 12.11543083190918, "probability": 0.9916821395893981 }, { "score": 6.874700546264648, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.005252332935105941 }, { "score": 5.570043563842773, "text": "media now or hereafter known.", "probability": 0.0014247770766875809 }, { "score": 4.260229587554932, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.00038450495155343346 }, { "score": 3.995938301086426, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million", "probability": 0.00029520362731302424 }, { "score": 3.66584849357605, "text": "During the Term of this Agreement, CEIS shall supply the Content of XFN by such means of delivery or transmission as may be reasonably required by XFN including by online transmission.\n\n3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis.\n\n4. CONSIDERATION\n\n4.1 In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.00021220983497776663 }, { "score": 2.755121946334839, "text": "publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.", "probability": 8.535756032241979e-05 }, { "score": 2.7473690509796143, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 8.469835078269569e-05 }, { "score": 2.7462265491485596, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand)", "probability": 8.460163801961361e-05 }, { "score": 2.6011593341827393, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 7.317738413997126e-05 }, { "score": 2.492267608642578, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 6.562749162779834e-05 }, { "score": 2.4559967517852783, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 6.328977799224697e-05 }, { "score": 2.310621738433838, "text": "(collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 5.472654185673368e-05 }, { "score": 2.184814929962158, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand", "probability": 4.825705376748983e-05 }, { "score": 2.079038143157959, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 4.341327293596387e-05 }, { "score": 1.8214935064315796, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 3.355616444687195e-05 }, { "score": 1.77549409866333, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 3.204756411651426e-05 }, { "score": 1.641467809677124, "text": "3.1 During the Term of this Agreement, CEIS shall supply the Content of XFN by such means of delivery or transmission as may be reasonably required by XFN including by online transmission.\n\n3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis.\n\n4. CONSIDERATION\n\n4.1 In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 2.802774434037212e-05 }, { "score": 1.576316475868225, "text": "publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in", "probability": 2.6259912979853875e-05 }, { "score": 1.5583189725875854, "text": "collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 2.5791527636058422e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Ip Ownership Assignment": [ { "text": "", "score": 12.220832824707031, "probability": 0.8473588488851801 }, { "score": 9.795036315917969, "text": "\"INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.07491302445093347 }, { "score": 8.586084365844727, "text": "All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 0.02236228459869479 }, { "score": 8.03586196899414, "text": "design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property\n\n -1-\n\n rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content;", "probability": 0.012899046832480941 }, { "score": 7.933971881866455, "text": "INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.011649500837823927 }, { "score": 7.23853874206543, "text": "rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content;", "probability": 0.005811450484210873 }, { "score": 6.988231658935547, "text": "data, information and such materials that have or have been and/or will be published from time to time and that is or will be in the possession or control of CEIS from time to time, in respect of the subject matters as more particularly described in Schedule 1;\n\nEFFECTIVE DATE means 18 May 2000;\n\n\"INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.004524572554627121 }, { "score": 6.801464080810547, "text": "All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 0.0037537507176560346 }, { "score": 6.67378044128418, "text": "design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property\n\n -1-\n\n rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content;\n\n\"TERM\" means the term as set out in Clause 7; and\n\n\"TERRITORY\" means the world excluding the People's Republic of China.", "probability": 0.003303795278324324 }, { "score": 6.520223617553711, "text": "All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN", "probability": 0.0028335067199784215 }, { "score": 6.462456226348877, "text": "design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.0026744604980559156 }, { "score": 5.99914026260376, "text": "All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN", "probability": 0.0016827539601610322 }, { "score": 5.955803394317627, "text": "The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 0.0016113862687474846 }, { "score": 5.876457214355469, "text": "rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content;\n\n\"TERM\" means the term as set out in Clause 7; and\n\n\"TERRITORY\" means the world excluding the People's Republic of China.", "probability": 0.0014884698783792759 }, { "score": 5.190528869628906, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 0.0007496268874164216 }, { "score": 4.947339057922363, "text": "EFFECTIVE DATE means 18 May 2000;\n\n\"INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.0005877994319552214 }, { "score": 4.90928840637207, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN", "probability": 0.0005658534577110328 }, { "score": 4.660383224487305, "text": "media now or hereafter known.", "probability": 0.00044116985241281106 }, { "score": 4.578476428985596, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.", "probability": 0.00040647529761082444 }, { "score": 4.516957759857178, "text": "design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.00038222310763975914 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Joint Ip Ownership": [ { "text": "", "score": 12.167242050170898, "probability": 0.989100549226851 }, { "score": 7.0038886070251465, "text": "\"INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.005660105609024596 }, { "score": 5.905765056610107, "text": "\"INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property\n\n -1-\n\n rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content;", "probability": 0.0018876241984210258 }, { "score": 5.177851676940918, "text": "(collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 0.0009115631742968439 }, { "score": 5.173965930938721, "text": "collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 0.0009080279442877155 }, { "score": 4.6456122398376465, "text": "rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content;", "probability": 0.0005353503876308239 }, { "score": 4.163675308227539, "text": "INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.0003306249102192071 }, { "score": 3.168947219848633, "text": "design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.00012227302359460197 }, { "score": 3.132422924041748, "text": "XFN\"),\n\n (collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 0.00011788766115326819 }, { "score": 3.065551280975342, "text": "INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property\n\n -1-\n\n rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content;", "probability": 0.00011026212700759344 }, { "score": 2.1346025466918945, "text": "\"INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property\n\n -1-\n\n rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content", "probability": 4.3463076846568016e-05 }, { "score": 2.0708234310150146, "text": "design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property\n\n -1-\n\n rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content;", "probability": 4.0777589512633356e-05 }, { "score": 1.8906993865966797, "text": "(collectively referred to as \"PARTIES\";", "probability": 3.405608108426887e-05 }, { "score": 1.8868136405944824, "text": "collectively referred to as \"PARTIES\";", "probability": 3.3924004577409885e-05 }, { "score": 1.8180887699127197, "text": "PARTIES\"; individually, a \"PARTY\").", "probability": 3.167089095925708e-05 }, { "score": 1.6815135478973389, "text": "intellectual property", "probability": 2.7627807143609428e-05 }, { "score": 1.6781060695648193, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 2.7533826199341843e-05 }, { "score": 1.6600693464279175, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 2.7041658091973183e-05 }, { "score": 1.6549783945083618, "text": "All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 2.6904340146911246e-05 }, { "score": 1.4864847660064697, "text": "(\"XFN\"),\n\n (collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 2.273246295116579e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__License Grant": [ { "text": "", "score": 11.843265533447266, "probability": 0.23179774743178 }, { "score": 11.78433609008789, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in", "probability": 0.21853272397023538 }, { "score": 11.236431121826172, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.1263468372059559 }, { "score": 10.953741073608398, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.09523435545226497 }, { "score": 10.919445037841797, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.09202356794245695 }, { "score": 10.488607406616211, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.05981204644898001 }, { "score": 10.44868278503418, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.057471114480688035 }, { "score": 10.2245512008667, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.04593148733931028 }, { "score": 8.808945655822754, "text": "media now or hereafter known.", "probability": 0.011151180151743198 }, { "score": 8.70235824584961, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.010023756499387101 }, { "score": 8.379966735839844, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.007261354745762829 }, { "score": 8.250804901123047, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.006381508942852006 }, { "score": 8.193303108215332, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.0060249114845233286 }, { "score": 8.155365943908691, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the", "probability": 0.0058006247287002285 }, { "score": 8.140096664428711, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China", "probability": 0.005712726150334751 }, { "score": 7.95453405380249, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.004745200724524353 }, { "score": 7.951972484588623, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.004733061119292279 }, { "score": 7.9058332443237305, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in", "probability": 0.004519642618486947 }, { "score": 7.690478324890137, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.003643985515786418 }, { "score": 7.445479393005371, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.002852167046935111 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Transferable License": [ { "text": "", "score": 12.0318603515625, "probability": 0.5638261310807838 }, { "score": 10.250516891479492, "text": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.09495494022544579 }, { "score": 10.005986213684082, "text": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.07435655163595126 }, { "score": 9.532777786254883, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.046324147084272335 }, { "score": 9.480419158935547, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.04396108158679756 }, { "score": 9.172852516174316, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.03232167605212758 }, { "score": 8.861857414245605, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the", "probability": 0.02368265653380332 }, { "score": 8.731546401977539, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.020789165803227986 }, { "score": 8.588693618774414, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.01802174695747084 }, { "score": 8.292204856872559, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.013397798883715891 }, { "score": 8.253385543823242, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.012887671001024531 }, { "score": 8.100868225097656, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.011064632933312678 }, { "score": 7.890802383422852, "text": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users", "probability": 0.008968226640684482 }, { "score": 7.536325454711914, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.006291572433478296 }, { "score": 7.429948806762695, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the", "probability": 0.005656664349510756 }, { "score": 7.409914970397949, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.00554446728294079 }, { "score": 7.362839221954346, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.005289505674008179 }, { "score": 7.235262393951416, "text": "media now or hereafter known.", "probability": 0.004655959296051367 }, { "score": 7.109348773956299, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.004105117426166727 }, { "score": 7.058164596557617, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 0.0039002871192259916 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Affiliate License-Licensor": [ { "text": "", "score": 12.157127380371094, "probability": 0.1750690413128245 }, { "score": 11.898721694946289, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.1352026457376729 }, { "score": 11.694239616394043, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.11019953244574986 }, { "score": 11.591699600219727, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.09945971002179552 }, { "score": 11.296716690063477, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.07405216132047887 }, { "score": 11.194175720214844, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.06683512446881704 }, { "score": 10.98967170715332, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.05447406651673724 }, { "score": 10.887130737304688, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.04916508783872465 }, { "score": 10.836590766906738, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in", "probability": 0.04674203208122547 }, { "score": 10.668697357177734, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.039517768045940156 }, { "score": 10.60995101928711, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.03726311848138744 }, { "score": 10.17052936553955, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.", "probability": 0.024012689098740405 }, { "score": 9.941413879394531, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.01909577138204635 }, { "score": 9.92752742767334, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.01883243153442679 }, { "score": 9.606075286865234, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.013655308189676665 }, { "score": 9.156991958618164, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.", "probability": 0.0087149940492511 }, { "score": 8.99913215637207, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory", "probability": 0.007442339094896885 }, { "score": 8.984014511108398, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.007330674631075953 }, { "score": 8.881474494934082, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.006616241982967388 }, { "score": 8.835549354553223, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.0063192617655647675 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Affiliate License-Licensee": [ { "text": "", "score": 12.214767456054688, "probability": 0.1952034605956991 }, { "score": 11.681671142578125, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.11454251782775782 }, { "score": 11.614969253540039, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.10715155131276985 }, { "score": 11.570696830749512, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.10251117089465946 }, { "score": 11.387116432189941, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.08531850561754759 }, { "score": 11.330410957336426, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in", "probability": 0.08061509408980808 }, { "score": 11.131471633911133, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.0660721006694537 }, { "score": 11.056056022644043, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.061272490194227404 }, { "score": 10.948456764221191, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.05502192325515467 }, { "score": 10.31269359588623, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.029135825741884308 }, { "score": 10.12911319732666, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.024249309519498895 }, { "score": 9.873467445373535, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.01877905948025179 }, { "score": 9.247065544128418, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.01003762457703141 }, { "score": 9.21060562133789, "text": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.009678244848711218 }, { "score": 9.166451454162598, "text": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "probability": 0.009260206979362971 }, { "score": 8.991209030151367, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.007771661496861863 }, { "score": 8.879291534423828, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.006948782613110589 }, { "score": 8.807628631591797, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.006468236966672196 }, { "score": 8.551983833312988, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.005009112629463933 }, { "score": 8.540742874145508, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory", "probability": 0.0049531206900729945 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Unlimited/All-You-Can-Eat-License": [ { "text": "", "score": 11.827260971069336, "probability": 0.914727866514592 }, { "score": 8.861225128173828, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.04711496903790876 }, { "score": 7.917195796966553, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.018330410073075922 }, { "score": 6.827476501464844, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China", "probability": 0.006164716423755269 }, { "score": 6.789233207702637, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.005933408541168052 }, { "score": 6.059797763824463, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.002860977644465687 }, { "score": 4.985713958740234, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.0009773402721398958 }, { "score": 4.776058197021484, "text": "media now or hereafter known.", "probability": 0.0007924893857832794 }, { "score": 4.6853461265563965, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.0007237652083012014 }, { "score": 4.041683673858643, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.0003802407440770782 }, { "score": 3.9535157680511475, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0003481511356565163 }, { "score": 3.7487523555755615, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to", "probability": 0.00028368749735198584 }, { "score": 3.5541417598724365, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content;", "probability": 0.00023351882040785916 }, { "score": 3.4773120880126953, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.00021624953668650726 }, { "score": 3.197824478149414, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and", "probability": 0.0001635216493431393 }, { "score": 3.196742296218872, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.00016334478488598834 }, { "score": 3.181762218475342, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to", "probability": 0.00016091610364303463 }, { "score": 3.14896821975708, "text": "Upon termination of the Agreement:", "probability": 0.00015572461129900788 }, { "score": 3.048382043838501, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner", "probability": 0.00014082288403078917 }, { "score": 2.9519646167755127, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China", "probability": 0.00012787913142801632 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Irrevocable Or Perpetual License": [ { "text": "", "score": 12.153215408325195, "probability": 0.9833663323007983 }, { "score": 6.914668083190918, "text": "media now or hereafter known.", "probability": 0.005219671105187124 }, { "score": 6.878165245056152, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.005032573860399834 }, { "score": 5.347972869873047, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.0010895221219991297 }, { "score": 5.247979164123535, "text": "media now or hereafter known.", "probability": 0.0009858465889085973 }, { "score": 5.2238240242004395, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the", "probability": 0.0009623186311452826 }, { "score": 5.018360614776611, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.0007835870846058211 }, { "score": 4.563050746917725, "text": "store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.00049699120807457 }, { "score": 4.097532272338867, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.0003120158105516216 }, { "score": 3.896608829498291, "text": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "probability": 0.0002552211485497767 }, { "score": 3.693631649017334, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the", "probability": 0.00020833622439103282 }, { "score": 3.60170316696167, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China", "probability": 0.00019003813375452057 }, { "score": 3.522984504699707, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:\n\n (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;", "probability": 0.00017565223340737415 }, { "score": 3.354523181915283, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in\n\n -2-\n\n media now or hereafter known.", "probability": 0.00014841980384898865 }, { "score": 3.3273332118988037, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.", "probability": 0.0001444386429234139 }, { "score": 3.3255343437194824, "text": "(c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.\n\n2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 0.00014417905040116043 }, { "score": 3.2848219871520996, "text": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates;\n\n (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and\n\n (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "probability": 0.00013842706441312888 }, { "score": 3.202293872833252, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 0.0001274616406729687 }, { "score": 3.094290256500244, "text": "Upon termination of the Agreement:", "probability": 0.00011441267239928481 }, { "score": 3.0041885375976562, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 0.00010455467356835318 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Source Code Escrow": [ { "text": "", "score": 12.320123672485352, "probability": 0.9988721431953437 }, { "score": 4.608409881591797, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of", "probability": 0.00044704902926578086 }, { "score": 3.974799633026123, "text": "Upon termination of the Agreement:", "probability": 0.00023723661655961498 }, { "score": 3.8197684288024902, "text": "All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 0.00020316669931848126 }, { "score": 2.3054592609405518, "text": "Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of", "probability": 4.468856503430366e-05 }, { "score": 1.671849250793457, "text": "Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 2.3714997240263156e-05 }, { "score": 1.5570379495620728, "text": "Upon termination of the Agreement:", "probability": 2.1142734874457112e-05 }, { "score": 1.4345197677612305, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 1.8704762300732065e-05 }, { "score": 1.4292749166488647, "text": "(c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 1.8606915427813987e-05 }, { "score": 1.4147220849990845, "text": "(b) in the event that this Agreement is terminated prior to the expiry of", "probability": 1.8338092928720105e-05 }, { "score": 1.290473222732544, "text": "(a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of", "probability": 1.6195470670373132e-05 }, { "score": 1.0580549240112305, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of", "probability": 1.2836764957626385e-05 }, { "score": 0.9419044256210327, "text": "CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of", "probability": 1.1429100951325224e-05 }, { "score": 0.6983915567398071, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 8.958922373195e-06 }, { "score": 0.6460003852844238, "text": "All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN", "probability": 8.5016373762887e-06 }, { "score": 0.5756944417953491, "text": "Either Party may terminate this Agreement:", "probability": 7.924449344143986e-06 }, { "score": 0.5706285238265991, "text": "(c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 7.884406246978978e-06 }, { "score": 0.5064786076545715, "text": "The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.", "probability": 7.394503839188617e-06 }, { "score": 0.48963770270347595, "text": "CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 7.271016441208859e-06 }, { "score": 0.42444491386413574, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 6.812119505523078e-06 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Post-Termination Services": [ { "score": 12.790531158447266, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.36612442982981946 }, { "text": "", "score": 12.360763549804688, "probability": 0.23822262585187992 }, { "score": 12.18301010131836, "text": "(b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.19942778497170846 }, { "score": 11.065540313720703, "text": "Upon termination of the Agreement:", "probability": 0.06523410422471905 }, { "score": 10.808614730834961, "text": "in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.050453737142681206 }, { "score": 10.16435432434082, "text": "in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.026490771146941514 }, { "score": 9.731658935546875, "text": "(b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.017186101845312995 }, { "score": 8.918343544006348, "text": "and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.007620070589698534 }, { "score": 8.913018226623535, "text": "(a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.0075795991525968035 }, { "score": 8.659296989440918, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund", "probability": 0.005881072121217472 }, { "score": 8.303852081298828, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.", "probability": 0.004121817350888903 }, { "score": 8.051774978637695, "text": "(b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund", "probability": 0.003203413846005341 }, { "score": 8.039031028747559, "text": "CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.0031628487293888802 }, { "score": 7.919708251953125, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect;", "probability": 0.002807095563029804 }, { "score": 6.563695907592773, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term,", "probability": 0.0007233500556173533 }, { "score": 6.033119201660156, "text": "in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund", "probability": 0.00042552196573566667 }, { "score": 5.956173896789551, "text": "(b) in the event that this Agreement is terminated prior to the expiry of the Term,", "probability": 0.0003940080202916589 }, { "score": 5.862201690673828, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content", "probability": 0.00035866867771329523 }, { "score": 5.744071960449219, "text": "and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.0003187060895857067 }, { "score": 5.556784629821777, "text": "transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.00026427282516799824 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Audit Rights": [ { "text": "", "score": 12.243452072143555, "probability": 0.9999481933287663 }, { "score": 1.0793908834457397, "text": "Either Party may terminate this Agreement:", "probability": 1.4173833610479263e-05 }, { "score": 0.6025857925415039, "text": "collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 8.798598701592532e-06 }, { "score": 0.3887059688568115, "text": "(collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 7.1043881800874265e-06 }, { "score": -0.07462406158447266, "text": "in the presence of", "probability": 4.469974108035919e-06 }, { "score": -0.6336201429367065, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 2.5558543079489864e-06 }, { "score": -0.861128568649292, "text": "collectively referred to as \"PARTIES\"; individually, a \"PARTY", "probability": 2.035778109408823e-06 }, { "score": -1.0371992588043213, "text": "collectively referred to as \"PARTIES", "probability": 1.7071194518300627e-06 }, { "score": -1.0750083923339844, "text": "(collectively referred to as \"PARTIES\"; individually, a \"PARTY", "probability": 1.6437797004137715e-06 }, { "score": -1.1590442657470703, "text": "Each Party agrees, at its own expense, to take any further action and to execute any further documents or instruments as the other Party may reasonably request to give effect to the transactions contemplated by, and to the terms of, this Agreement.", "probability": 1.5112882186560904e-06 }, { "score": -1.218796730041504, "text": "default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.\n\n7. TERM\n\n7.1 This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 1.4236299999984374e-06 }, { "score": -1.2510790824890137, "text": "(collectively referred to as \"PARTIES", "probability": 1.3784057742494461e-06 }, { "score": -1.4505919218063354, "text": "XFN\"),\n\n (collectively referred to as \"PARTIES\"; individually, a \"PARTY\").", "probability": 1.129093113410667e-06 }, { "score": -1.5169121026992798, "text": "XFN does not intend and is not under any obligation to edit or review the Content licensed herein for accuracy or appropriateness or compliance with any applicable laws or regulations.", "probability": 1.0566405418436755e-06 }, { "score": -2.0075178146362305, "text": "collectively referred to as \"PARTIES\";", "probability": 6.46933910806795e-07 }, { "score": -2.009488344192505, "text": "PARTIES\"; individually, a \"PARTY\").", "probability": 6.456603636078896e-07 }, { "score": -2.221397638320923, "text": "(collectively referred to as \"PARTIES\";", "probability": 5.223638200934937e-07 }, { "score": -2.4826760292053223, "text": "XFN", "probability": 4.0225488403322013e-07 }, { "score": -2.7194924354553223, "text": "Upon termination of the Agreement:", "probability": 3.174338725902992e-07 }, { "score": -2.8320541381835938, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 2.8364056449244325e-07 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Uncapped Liability": [ { "text": "", "score": 12.370315551757812, "probability": 0.9931737790113142 }, { "score": 6.747237682342529, "text": "default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.0035888355241790997 }, { "score": 5.901417255401611, "text": "omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.001540346446550452 }, { "score": 4.971678733825684, "text": "CEIS shall fully indemnify XFN and hold XFN harmless from and against any and all costs, expenses, loss, damages, liabilities, claims and proceedings which may be incurred or suffered by or taken against XFN in relation to:\n\n (a) the exercise by XFN of the rights granted herein; and\n\n (b) any breach by CEIS of any provision of this Agreement or any act,\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.0006079083398790549 }, { "score": 4.409580230712891, "text": "CEIS shall fully indemnify XFN and hold XFN harmless from and against any and all costs, expenses, loss, damages, liabilities, claims and proceedings which may be incurred or suffered by or taken against XFN in relation to:\n\n (a) the exercise by XFN of the rights granted herein; and\n\n (b) any breach by CEIS of any provision of this Agreement or any act,", "probability": 0.00034651482777318146 }, { "score": 3.734999179840088, "text": "(b) any breach by CEIS of any provision of this Agreement or any act,\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.00017650418018096776 }, { "score": 3.1923022270202637, "text": "media now or hereafter known.", "probability": 0.00010258047443942463 }, { "score": 3.172900438308716, "text": "(b) any breach by CEIS of any provision of this Agreement or any act,", "probability": 0.00010060941264077842 }, { "score": 2.8049721717834473, "text": "(ii) result in any violation or breach of any agreement, obligation or order to which it is a party or to which it is subject.", "probability": 6.963849836059175e-05 }, { "score": 2.6021125316619873, "text": "any breach by CEIS of any provision of this Agreement or any act,\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 5.685237020908621e-05 }, { "score": 2.4124159812927246, "text": "negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 4.70288555545564e-05 }, { "score": 2.385608196258545, "text": "(i) the execution, delivery and performance of this Agreement by it does not and will not:\n\n (i) require any authorization, consent, filing, registration or notice of or with any government agency in the People's Republic of China or Hong Kong; or\n\n (ii) result in any violation or breach of any agreement, obligation or order to which it is a party or to which it is subject.", "probability": 4.578486492055431e-05 }, { "score": 2.1583797931671143, "text": "(i) the execution, delivery and performance of this Agreement by it does not and will not:", "probability": 3.6478577598062964e-05 }, { "score": 2.0400137901306152, "text": "any breach by CEIS of any provision of this Agreement or any act,", "probability": 3.240650486638741e-05 }, { "score": 1.460436224937439, "text": "CEIS shall fully indemnify XFN and hold XFN harmless from and against any and all costs, expenses, loss, damages, liabilities, claims and proceedings which may be incurred or suffered by or taken against XFN in relation to:", "probability": 1.8152015564576417e-05 }, { "score": 1.2955656051635742, "text": "and\n\n (b) any breach by CEIS of any provision of this Agreement or any act,\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 1.539297113096823e-05 }, { "score": 0.96918123960495, "text": "(a) the exercise by XFN of the rights granted herein; and\n\n (b) any breach by CEIS of any provision of this Agreement or any act,\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 1.110645665238222e-05 }, { "score": 0.9348046779632568, "text": "Either Party may terminate this Agreement:", "probability": 1.0731142820000385e-05 }, { "score": 0.8502968549728394, "text": "(h) this Agreement is a valid and binding legal obligation enforceable against it in accordance with its terms; and\n\n (i) the execution, delivery and performance of this Agreement by it does not and will not:", "probability": 9.861538934354612e-06 }, { "score": 0.8116810321807861, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 9.487986431439926e-06 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Cap On Liability": [ { "text": "", "score": 12.215108871459961, "probability": 0.9810762717892354 }, { "score": 7.370588779449463, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.007722437971141299 }, { "score": 6.2053632736206055, "text": "XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.\n\n2.8 XFN does not intend and is not under any obligation to edit or review the Content licensed herein for accuracy or appropriateness or compliance with any applicable laws or regulations.\n\n3. DELIVERY OF CONTENT\n\n3.1 During the Term of this Agreement, CEIS shall supply the Content of XFN by such means of delivery or transmission as may be reasonably required by XFN including by online transmission.\n\n3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis.\n\n4. CONSIDERATION\n\n4.1 In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.002408260271373698 }, { "score": 5.9057159423828125, "text": "default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.\n\n7. TERM\n\n7.1 This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 0.001784712390513208 }, { "score": 5.699762344360352, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.0014525253735376436 }, { "score": 5.301261901855469, "text": "default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.0009751180249878632 }, { "score": 5.153029918670654, "text": "XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.", "probability": 0.0008407770567255683 }, { "score": 5.008127689361572, "text": "remedies that either Party shall have and shall not be deemed a waiver of any subsequent default of terms and conditions thereof.", "probability": 0.0007273620088134473 }, { "score": 4.905520915985107, "text": "default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.0006564309630231029 }, { "score": 4.534537315368652, "text": "XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.\n\n2.8 XFN does not intend and is not under any obligation to edit or review the Content licensed herein for accuracy or appropriateness or compliance with any applicable laws or regulations.\n\n3. DELIVERY OF CONTENT\n\n3.1 During the Term of this Agreement, CEIS shall supply the Content of XFN by such means of delivery or transmission as may be reasonably required by XFN including by online transmission.\n\n3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis.\n\n4. CONSIDERATION\n\n4.1 In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.00045297363751319996 }, { "score": 4.510772228240967, "text": "Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto. XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.", "probability": 0.0004423355873205601 }, { "score": 4.088306903839111, "text": "omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.0002899195634012089 }, { "score": 3.7070465087890625, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.0001980150666269297 }, { "score": 3.544875144958496, "text": "omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.\n\n7. TERM\n\n7.1 This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 0.0001683713165532581 }, { "score": 3.5246243476867676, "text": "CEIS shall fully indemnify XFN and hold XFN harmless from and against any and all costs, expenses, loss, damages, liabilities, claims and proceedings which may be incurred or suffered by or taken against XFN in relation to:\n\n (a) the exercise by XFN of the rights granted herein; and\n\n (b) any breach by CEIS of any provision of this Agreement or any act,\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.0001649959553834624 }, { "score": 3.506432056427002, "text": "CEIS shall fully indemnify XFN and hold XFN harmless from and against any and all costs, expenses, loss, damages, liabilities, claims and proceedings which may be incurred or suffered by or taken against XFN in relation to:\n\n (a) the exercise by XFN of the rights granted herein; and\n\n (b) any breach by CEIS of any provision of this Agreement or any act,", "probability": 0.0001620214395720026 }, { "score": 3.4554386138916016, "text": "XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.", "probability": 0.000153966527820978 }, { "score": 3.383427381515503, "text": "Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto.", "probability": 0.00014326900179784623 }, { "score": 2.9392645359039307, "text": "Either Party may terminate this Agreement:", "probability": 9.188714589286725e-05 }, { "score": 2.8999972343444824, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree", "probability": 8.83489087662605e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Liquidated Damages": [ { "text": "", "score": 12.143561363220215, "probability": 0.8306659005131042 }, { "score": 9.519739151000977, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.06024414906397511 }, { "score": 9.092721939086914, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.039306434954425505 }, { "score": 8.57680892944336, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 0.023464185447308366 }, { "score": 8.155229568481445, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.015392738529585809 }, { "score": 8.115065574645996, "text": "Upon termination of the Agreement:", "probability": 0.014786755483265347 }, { "score": 6.871282577514648, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree", "probability": 0.00426289660395559 }, { "score": 6.733309745788574, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of", "probability": 0.003713504542891483 }, { "score": 6.355370044708252, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree", "probability": 0.002544760018804258 }, { "score": 6.101839065551758, "text": "(b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.0019748755253636762 }, { "score": 5.9314470291137695, "text": "Upon termination of the Agreement:", "probability": 0.001665479941080319 }, { "score": 4.384984970092773, "text": "(a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.00035474760144317834 }, { "score": 4.3846940994262695, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each.", "probability": 0.0003546444307772935 }, { "score": 4.0987548828125, "text": "(c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "probability": 0.00026644729787355975 }, { "score": 4.058590412139893, "text": "(c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 0.000255957648898822 }, { "score": 3.868781566619873, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each.", "probability": 0.0002117069805296766 }, { "score": 3.841763973236084, "text": "Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of", "probability": 0.0002060637440173098 }, { "score": 3.3175508975982666, "text": "Upon termination of the Agreement:\n\n (a) CEIS shall terminate the transmission of the Content with immediate effect; and\n\n (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund", "probability": 0.00012199407552251378 }, { "score": 3.252750873565674, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.", "probability": 0.00011433954177134307 }, { "score": 3.039900779724121, "text": "Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 9.241805540633833e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Warranty Duration": [ { "text": "", "score": 11.918510437011719, "probability": 0.9955676582831334 }, { "score": 5.321386814117432, "text": "EFFECTIVE DATE means 18 May 2000;", "probability": 0.0013582396175395924 }, { "score": 4.863516807556152, "text": "EFFECTIVE DATE means 18 May 2000;", "probability": 0.0008592627334172826 }, { "score": 4.762407302856445, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.", "probability": 0.0007766309192715149 }, { "score": 4.64926290512085, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 0.0006935482641841533 }, { "score": 2.6664981842041016, "text": "EFFECTIVE DATE means 18 May 2000", "probability": 9.549330224729122e-05 }, { "score": 2.639011859893799, "text": "In consideration of the rights and obligations of the Parties, XFN shall", "probability": 9.290428663132235e-05 }, { "score": 2.521782875061035, "text": "18 May 2000;", "probability": 8.262735519111473e-05 }, { "score": 2.5155653953552246, "text": "18 May 2000;", "probability": 8.211521504736236e-05 }, { "score": 2.2818305492401123, "text": "Upon termination of the Agreement:", "probability": 6.500007843108631e-05 }, { "score": 2.206897020339966, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 6.030740794179221e-05 }, { "score": 2.1181349754333496, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other", "probability": 5.5185095221545595e-05 }, { "score": 1.9158746004104614, "text": "During the Term of this Agreement, CEIS shall supply the Content of XFN by such means of delivery or transmission as may be reasonably required by XFN including by online transmission.\n\n3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis.\n\n4. CONSIDERATION\n\n4.1 In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 4.5079722241597854e-05 }, { "score": 1.835103988647461, "text": "CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 4.1581772738905375e-05 }, { "score": 1.4524023532867432, "text": "EFFECTIVE DATE means 18 May 2000", "probability": 2.8359449223227746e-05 }, { "score": 1.4386065006256104, "text": "Either Party may terminate this Agreement:", "probability": 2.7970892836190748e-05 }, { "score": 1.034131646156311, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 1.866573655552836e-05 }, { "score": 0.9385578632354736, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such", "probability": 1.6964378961502412e-05 }, { "score": 0.9358890056610107, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million", "probability": 1.6919163813448332e-05 }, { "score": 0.8473994731903076, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 1.548632537221731e-05 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Insurance": [ { "text": "", "score": 12.192541122436523, "probability": 0.999842313483614 }, { "score": 2.4767348766326904, "text": "Either Party may terminate this Agreement:", "probability": 6.031293630889931e-05 }, { "score": 2.4513421058654785, "text": "Upon termination of the Agreement:", "probability": 5.880070487148487e-05 }, { "score": 0.3281833231449127, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 7.035685025362786e-06 }, { "score": -0.05608940124511719, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 4.790919403751932e-06 }, { "score": -0.10198241472244263, "text": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 4.576018614188154e-06 }, { "score": -0.12200474739074707, "text": "Further Assurance", "probability": 4.485307204657672e-06 }, { "score": -0.362365186214447, "text": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "probability": 3.5269961171602036e-06 }, { "score": -0.5270209312438965, "text": "Further Assurance", "probability": 2.9915474799262378e-06 }, { "score": -0.6721585392951965, "text": "Either Party may terminate this Agreement:\n\n (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied;\n\n (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and\n\n (c) if the other Party becomes insolvent or bankrupt.\n\n8.3 Upon termination of the Agreement:", "probability": 2.5873991895764524e-06 }, { "score": -1.247358798980713, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 1.4556505842030154e-06 }, { "score": -1.4541171789169312, "text": "Upon termination of the Agreement:", "probability": 1.183758513729249e-06 }, { "score": -1.5526139736175537, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 1.0727203046211306e-06 }, { "score": -1.6199592351913452, "text": "default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.\n\n7. TERM\n\n7.1 This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 1.0028565736393882e-06 }, { "score": -1.6327158212661743, "text": "media now or hereafter known.", "probability": 9.90144799241488e-07 }, { "score": -1.9842535257339478, "text": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 6.966711487104545e-07 }, { "score": -2.1209323406219482, "text": "Upon", "probability": 6.076716428251208e-07 }, { "score": -2.190931558609009, "text": "Further Assurance.................................................... 6 10. Entire Agreement", "probability": 5.665897273825623e-07 }, { "score": -2.2250914573669434, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 5.475619238365056e-07 }, { "score": -2.4094414710998535, "text": "Further Assurance....................................................", "probability": 4.553769531672608e-07 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Covenant Not To Sue": [ { "text": "", "score": 12.131473541259766, "probability": 0.5160194915790856 }, { "score": 12.039529800415039, "text": "Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto.", "probability": 0.47069051544084173 }, { "score": 7.321501731872559, "text": "Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto", "probability": 0.004204572946471748 }, { "score": 6.618683815002441, "text": "CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto.", "probability": 0.0020820538051885135 }, { "score": 6.38805627822876, "text": "Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto. XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.", "probability": 0.001653223926043602 }, { "score": 6.051052093505859, "text": "\"INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.0011802462361274215 }, { "score": 6.005751609802246, "text": "remedies that either Party shall have and shall not be deemed a waiver of any subsequent default of terms and conditions thereof.", "probability": 0.0011279734411159261 }, { "score": 5.5174455642700195, "text": "Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto. XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.\n\n2.8 XFN does not intend and is not under any obligation to edit or review the Content licensed herein for accuracy or appropriateness or compliance with any applicable laws or regulations.", "probability": 0.0006921978610619375 }, { "score": 4.628758430480957, "text": "Revenues generated thereby shall be for the account of XFN or its Affiliates,", "probability": 0.00028462846759771417 }, { "score": 4.621272087097168, "text": "Re", "probability": 0.00028250559733508776 }, { "score": 4.571534633636475, "text": "default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.00026879819954493694 }, { "score": 4.530464172363281, "text": "Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor", "probability": 0.0002579821636086138 }, { "score": 4.495896339416504, "text": "\"INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property", "probability": 0.0002492166544359439 }, { "score": 4.063290596008301, "text": "venues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto.", "probability": 0.0001616958130419177 }, { "score": 4.049946308135986, "text": "make any action, claim or demand in relation thereto.", "probability": 0.00015955243032883266 }, { "score": 4.048039436340332, "text": "Revenues generated thereby shall be for the account of XFN or its Affiliates, and", "probability": 0.00015924847419430328 }, { "score": 3.939244270324707, "text": "any breach by CEIS of any provision of this Agreement or any act,\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.", "probability": 0.00014283220464359072 }, { "score": 3.9158449172973633, "text": "\"INTELLECTUAL means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\" design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property\n\n -1-\n\n rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content;", "probability": 0.00013952882268735884 }, { "score": 3.7813329696655273, "text": "default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted.\n\n7. TERM\n\n7.1 This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.\n\n7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.\n\n8. TERMINATION\n\n8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.\n\n8.2 Either Party may terminate this Agreement:", "probability": 0.00012196806480017425 }, { "score": 3.7796902656555176, "text": "XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public.\n\n2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.\n\n2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users. Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto.", "probability": 0.00012176787184493705 } ], "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Third Party Beneficiary": [ { "text": "", "score": 12.109054565429688, "probability": 0.9990692572142548 }, { "score": 3.9349188804626465, "text": "CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 0.00028158763029263875 }, { "score": 3.754950523376465, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 0.00023520920207208875 }, { "score": 2.6165525913238525, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 7.534498807986137e-05 }, { "score": 2.3990907669067383, "text": "CEIS represents and warrants to XFN that during the Term of this Agreement:", "probability": 6.061943694077119e-05 }, { "score": 2.3743536472320557, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One", "probability": 5.913828195748236e-05 }, { "score": 2.105778932571411, "text": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "probability": 4.520934209095138e-05 }, { "score": 1.5524355173110962, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:\n\n (a) CEIS is and shall remain entitled to grant to XFN the license to use the Content and other rights contained herein, free of all third-party liens, claims and encumbrances;\n\n (b) use of any Content by XFN in the manner contemplated by this Agreement", "probability": 2.599645892749967e-05 }, { "score": 1.5488377809524536, "text": "CEIS represents and warrants to XFN that during the Term of this Agreement:\n\n (a) CEIS is and shall remain entitled to grant to XFN the license to use the Content and other rights contained herein, free of all third-party liens, claims and encumbrances;", "probability": 2.5903098565706692e-05 }, { "score": 1.266156554222107, "text": "Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.\n\n -3-\n\n5. REPRESENTATIONS AND WARRANTIES\n\n5.1 CEIS represents and warrants to XFN that during the Term of this Agreement:\n\n (a) CEIS is and shall remain entitled to grant to XFN the license to use the Content and other rights contained herein, free of all third-party liens, claims and encumbrances;", "probability": 1.952472030316029e-05 }, { "score": 0.966062068939209, "text": "In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "probability": 1.4462901958351772e-05 }, { "score": 0.8940548896789551, "text": "CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China:", "probability": 1.3458080495925491e-05 }, { "score": 0.8159632682800293, "text": "CEIS represents and warrants to XFN that during the Term of this Agreement:\n\n (a) CEIS is and shall remain entitled to grant to XFN the license to use the Content and other rights contained herein, free of all third-party liens, claims and encumbrances;\n\n (b) use of any Content by XFN in the manner contemplated by this Agreement does not and will not infringe any Intellectual Property Rights or other proprietary rights of any third party;", "probability": 1.244710523485123e-05 }, { "score": 0.7465906143188477, "text": "media now or hereafter known.\n\n During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.\n\n2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.\n\n2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or 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\"Effective Date\"),", "probability": 5.3424093886397384e-05 }, { "score": 6.328373908996582, "text": "09/24/2018 (the \"", "probability": 5.288468519775259e-05 }, { "score": 6.253271102905273, "text": "on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 4.905837845935551e-05 }, { "score": 6.104128360748291, "text": "THIS MASTER SERVICES AGREEMENT (\"Agreement\"), dated as of 09/24/2018", "probability": 4.226115082921633e-05 }, { "score": 6.060225486755371, "text": ".", "probability": 4.044590369174597e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Expiration Date": [ { "score": 15.805110931396484, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 0.5056786420192202 }, { "score": 15.763078689575195, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 0.48486433535189233 }, { "text": "", "score": 11.483753204345703, "probability": 0.006716341896350432 }, { "score": 10.032130241394043, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof", "probability": 0.0015728994234359048 }, { "score": 8.585893630981445, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof", "probability": 0.00037034661013287307 }, { "score": 8.35204029083252, "text": ".", "probability": 0.0002931211518577687 }, { "score": 7.987854957580566, "text": ".", "probability": 0.00020364956088574941 }, { "score": 7.045977592468262, "text": "2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 7.940198061851627e-05 }, { "score": 6.227451801300049, "text": "The term of this Agreement shall begin on the date hereof", "probability": 3.5022738486638294e-05 }, { "score": 5.873729705810547, "text": "on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 2.4588415714233747e-05 }, { "score": 5.748983383178711, "text": "The term of this Agreement shall begin on the date hereof", "probability": 2.1704706001655128e-05 }, { "score": 5.68806266784668, "text": "the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 2.0421910899102935e-05 }, { "score": 5.657366752624512, "text": "The", "probability": 1.980456512345396e-05 }, { "score": 5.646141052246094, "text": "The", "probability": 1.9583488202494827e-05 }, { "score": 5.536867618560791, "text": "2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 1.755630840941913e-05 }, { "score": 5.3340325355529785, "text": "on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 1.4333196147059644e-05 }, { "score": 5.270136833190918, "text": "the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 1.3446011959353304e-05 }, { "score": 5.247623920440674, "text": "shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 1.3146685067617234e-05 }, { "score": 5.05518102645874, "text": "and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 1.084524512657038e-05 }, { "score": 5.051808834075928, "text": "shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 1.0808734468645058e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Renewal Term": [ { "text": "", "score": 11.180147171020508, "probability": 0.9998855365120696 }, { "score": 1.7812882661819458, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 8.280903576934643e-05 }, { "score": -0.1582685112953186, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 1.1905261027965878e-05 }, { "score": -1.0601557493209839, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof. 3. CONTRACTOR'S COMPENSATION. (a) During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials. In addition, Company shall reimburse Contractor its actual out-of-pocket expenses as reasonably incurred by Contractor in connection with its performance of the Services as negotiated in each Statement of Work. (b) Contractor shall bill Company as set forth in the relevant Statement of Work. Each invoice submitted by Contractor will provide supporting detail for the Services invoiced, including, to the extent applicable to a particular engagement, the dates of Services and hours worked at the applicable rate by Statement of Work. Invoices shall also include receipts or other supporting detail concerning related expenses within the billing cycle. Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 4.831191707599451e-06 }, { "score": -1.3313236236572266, "text": "(f) To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement. 2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 3.683728038201452e-06 }, { "score": -1.8215115070343018, "text": "2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 2.256325059400633e-06 }, { "score": -2.182800054550171, "text": "Contractor shall continue work pursuant to the existing Statement of Work, and shall not be bound by any change requested by Company, until such change has been accepted in writing by Contractor.", "probability": 1.5721574725285562e-06 }, { "score": -2.657003879547119, "text": "Contractor shall continue work pursuant to the existing Statement of Work, and shall not be bound by any change requested by Company, until such change has been accepted in writing by Contractor. (e) The obligations of Company in connection with a particular engagement shall be set forth in the applicable Statement of Work. Company agrees to perform such obligations in accordance with, and subject to, such Statement of Work. Company acknowledges that when a Statement of Work provides that Company's personnel are to work with Contractor's personnel in connection with an engagement, Company's failure to assign Company personnel having skills commensurate with their role with respect to such engagement could adversely affect Contractor's ability to provide the Services.\n\nPage 3 of 10\n\n\n\n\n\n(f) To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement. 2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 9.784799698239717e-07 }, { "score": -2.8945107460021973, "text": "(f) To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement. 2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 7.716209637715666e-07 }, { "score": -2.98830509185791, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 7.025377272445743e-07 }, { "score": -3.0331006050109863, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 6.717616505165047e-07 }, { "score": -3.098430871963501, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 6.29278121752733e-07 }, { "score": -3.2047691345214844, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 5.657968329419926e-07 }, { "score": -3.2765743732452393, "text": "Company personnel having skills commensurate with their role with respect to such engagement could adversely affect Contractor's ability to provide the Services.\n\nPage 3 of 10\n\n\n\n\n\n(f) To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement. 2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 5.265939839343084e-07 }, { "score": -3.3016748428344727, "text": "(c) Unless otherwise provided in a Statement of Work, Contractor shall provide the Services at Contractor's facility. Contractor shall provide computing equipment consistent with the Services to be provided under the Statement of Work. When services are provided at a Company facility, Company shall provide workspace and other facilities such as computer support consistent with the requirements of the Services to be provided under the Statement of Work. Contractor shall cause its personnel at Company's facility to comply with Company's (i) safety and security rules and other rules applicable to those working in the facility, and (ii) Company's policies concerning access to and security of any Company computer system to which Contractor may have access; provided, that Company has provided Contractor with copies of such rules and policies or has advised Contractor of the existence of such rules and policies. (d) Company may request changes that affect the scope or duration of the Services relating to any Statement of Work, including changes in the Specifications and changes in the deliverables to be delivered. Company acknowledges that any change in Specifications may result in changes to estimated fees and estimated timeline for creation of deliverables. Company also may request a change in the Schedule without changing the scope of the Services relating to the applicable Statement of Work. In either case, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable fees, Schedule and Specifications. Contractor shall continue work pursuant to the existing Statement of Work, and shall not be bound by any change requested by Company, until such change has been accepted in writing by Contractor.", "probability": 5.135407343270247e-07 }, { "score": -3.366305351257324, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof", "probability": 4.814001537015282e-07 }, { "score": -3.493408679962158, "text": "The", "probability": 4.2394151776717475e-07 }, { "score": -3.5080928802490234, "text": "Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 4.177617590601733e-07 }, { "score": -3.590609312057495, "text": "2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 3.846734851088226e-07 }, { "score": -3.7187697887420654, "text": "(e) The obligations of Company in connection with a particular engagement shall be set forth in the applicable Statement of Work. Company agrees to perform such obligations in accordance with, and subject to, such Statement of Work. Company acknowledges that when a Statement of Work provides that Company's personnel are to work with Contractor's personnel in connection with an engagement, Company's failure to assign Company personnel having skills commensurate with their role with respect to such engagement could adversely affect Contractor's ability to provide the Services.\n\nPage 3 of 10\n\n\n\n\n\n(f) To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement. 2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 3.384019557588058e-07 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Notice Period To Terminate Renewal": [ { "text": "", "score": 11.656782150268555, "probability": 0.9698475023475486 }, { "score": 7.766775131225586, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.0198287286103386 }, { "score": 6.82997989654541, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 0.007770516154627024 }, { "score": 4.763984680175781, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.0009844633338402563 }, { "score": 4.636868000030518, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other", "probability": 0.000866948845931429 }, { "score": 3.3294644355773926, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other. (b) In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period.", "probability": 0.00023452833434589823 }, { "score": 3.09670090675354, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other. (b) In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period. Upon any such termination, Contractor will be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination.", "probability": 0.000185826395535952 }, { "score": 2.2120249271392822, "text": "6. TERMINATION. (a) At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 7.67180413895622e-05 }, { "score": 1.8142673969268799, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof", "probability": 5.154109088036054e-05 }, { "score": 1.146162986755371, "text": "At", "probability": 2.642406004712249e-05 }, { "score": 0.9579370021820068, "text": "Contractor shall continue work pursuant to the existing Statement of Work, and shall not be bound by any change requested by Company, until such change has been accepted in writing by Contractor. (e) The obligations of Company in connection with a particular engagement shall be set forth in the applicable Statement of Work. Company agrees to perform such obligations in accordance with, and subject to, such Statement of Work. Company acknowledges that when a Statement of Work provides that Company's personnel are to work with Contractor's personnel in connection with an engagement, Company's failure to assign Company personnel having skills commensurate with their role with respect to such engagement could adversely affect Contractor's ability to provide the Services.\n\nPage 3 of 10\n\n\n\n\n\n(f) To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement. 2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 2.1890417324222128e-05 }, { "score": 0.9472395181655884, "text": "(a) At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 2.1657493008100774e-05 }, { "score": 0.44008350372314453, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason", "probability": 1.304226812709168e-05 }, { "score": 0.41387808322906494, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "probability": 1.2704929363367148e-05 }, { "score": 0.3959026336669922, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other. (b) In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period. Upon", "probability": 1.2478592890723606e-05 }, { "score": 0.2798309326171875, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other. (b) In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period. Upon any such termination, Contractor will be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.", "probability": 1.111108108606508e-05 }, { "score": 0.23082494735717773, "text": "The", "probability": 1.057969841826578e-05 }, { "score": 0.09169840812683105, "text": "Notwithstanding any other provision of this agreement, if Contractor offers or pays a bribe or provides improper gifts or entertainment to any government official or to any other person in connection with the performance of Contractor's obligations under this agreement, Company shall be entitled to elect to terminate this agreement effective immediately upon providing to Contractor written notice of such termination, in which case Company shall have no obligation to pay any fees or other consideration to Contractor under this agreement or otherwise. (e) THE EXPRESS WARRANTIES IN THIS AGREEMENT SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.\n\nPage 6 of 10\n\n\n\n\n\n6. TERMINATION. (a) At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 9.20558515484609e-06 }, { "score": -0.16898119449615479, "text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof. 3. CONTRACTOR'S COMPENSATION. (a) During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials. In addition, Company shall reimburse Contractor its actual out-of-pocket expenses as reasonably incurred by Contractor in connection with its performance of the Services as negotiated in each Statement of Work. (b) Contractor shall bill Company as set forth in the relevant Statement of Work. Each invoice submitted by Contractor will provide supporting detail for the Services invoiced, including, to the extent applicable to a particular engagement, the dates of Services and hours worked at the applicable rate by Statement of Work. Invoices shall also include receipts or other supporting detail concerning related expenses within the billing cycle. Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 7.093158864131194e-06 }, { "score": -0.17656612396240234, "text": "At", "probability": 7.039561278368328e-06 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Governing Law": [ { "score": 15.644163131713867, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 0.9709473521142089 }, { "text": "", "score": 12.088597297668457, "probability": 0.027735312269984675 }, { "score": 8.280477523803711, "text": "In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 0.000615442743926232 }, { "score": 6.857255935668945, "text": ".", "probability": 0.00014828266182816954 }, { "score": 6.432432174682617, "text": "11. SEVERABILITY; GOVERNING LAW. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 9.695981055755608e-05 }, { "score": 6.311300277709961, "text": "This", "probability": 8.589835438957478e-05 }, { "score": 6.103323936462402, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof", "probability": 6.976889850276037e-05 }, { "score": 6.050381183624268, "text": "Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 6.617121683885792e-05 }, { "score": 5.447192192077637, "text": "SEVERABILITY; GOVERNING LAW. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 3.619990830775346e-05 }, { "score": 5.36680793762207, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Arizona,", "probability": 3.3403889037006047e-05 }, { "score": 5.287117958068848, "text": "without regard to the conflict of laws provisions thereof.", "probability": 3.084523717499957e-05 }, { "score": 5.2512712478637695, "text": "GOVERNING LAW. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 2.9759120060840817e-05 }, { "score": 5.091856956481934, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Arizona", "probability": 2.5373906689301786e-05 }, { "score": 4.559689044952393, "text": "the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 1.4902864439972237e-05 }, { "score": 4.479475975036621, "text": "be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 1.3754146865375393e-05 }, { "score": 4.386659622192383, "text": "shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 1.2534991029932384e-05 }, { "score": 4.221673965454102, "text": "by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 1.0628492421233352e-05 }, { "score": 4.208723068237305, "text": "governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 1.0491731408747581e-05 }, { "score": 4.0715718269348145, "text": "the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 9.147093885989392e-06 }, { "score": 3.9084763526916504, "text": "This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof. (", "probability": 7.770548442489355e-06 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Most Favored Nation": [ { "text": "", "score": 12.07368278503418, "probability": 0.9162280549888574 }, { "score": 8.914766311645508, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.03891379552993029 }, { "score": 7.975095748901367, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.015205820252092791 }, { "score": 7.957396030426025, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.014939049363717977 }, { "score": 7.108482360839844, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.006392112943526461 }, { "score": 6.5086236000061035, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.0035085614739382848 }, { "score": 5.659709930419922, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.0015012415224483603 }, { "score": 5.0845537185668945, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.0008446239633565779 }, { "score": 4.934113025665283, "text": "Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 0.0007266542803852458 }, { "score": 4.3197784423828125, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement", "probability": 0.00039312052268208794 }, { "score": 4.239694118499756, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement", "probability": 0.0003628653810798176 }, { "score": 4.127183437347412, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.00032425207848610094 }, { "score": 3.390780448913574, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement", "probability": 0.0001552626571267116 }, { "score": 2.9499869346618652, "text": "During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work.", "probability": 9.99154901933523e-05 }, { "score": 2.752246141433716, "text": "Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 8.198890534149245e-05 }, { "score": 2.6784110069274902, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 7.615332962107639e-05 }, { "score": 2.52362060546875, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically", "probability": 6.523253851553468e-05 }, { "score": 2.5179295539855957, "text": "Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 6.486235115726031e-05 }, { "score": 2.4306223392486572, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 5.9439568158212485e-05 }, { "score": 2.3885881900787354, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement", "probability": 5.699285938511702e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Compete": [ { "text": "", "score": 11.661223411560059, "probability": 0.9510735024597421 }, { "score": 7.8041672706604, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.02009628974673884 }, { "score": 7.425960540771484, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.01376774418623999 }, { "score": 6.419772148132324, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.00503362341586771 }, { "score": 5.908526420593262, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.0030189055294807727 }, { "score": 5.654820919036865, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.002342430010794715 }, { "score": 4.77500581741333, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement. Contractor also covenants that it will provide suitable training to its employees and representatives during the term of this agreement about Contractor's anti-corruption policies and procedures. Contractor represents and warrants to Company that Contractor has not offered or paid any bribes (or offered or provided any improper gifts and entertainment) to secure business under this agreement or otherwise in connection with the performance of its obligations under this agreement.", "probability": 0.0009717796041485487 }, { "score": 4.750751495361328, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.0009484932871285992 }, { "score": 4.613969802856445, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement", "probability": 0.0008272384787115662 }, { "score": 4.209676742553711, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "probability": 0.0005521390734428479 }, { "score": 3.3584790229797363, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.00023571000088565662 }, { "score": 3.2171552181243896, "text": "If one or more Key Personnel terminate their employment with Contractor or otherwise become", "probability": 0.0002046453405449006 }, { "score": 3.117776870727539, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement", "probability": 0.00018528590922490046 }, { "score": 3.1017556190490723, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "probability": 0.0001823410501949621 }, { "score": 2.6661486625671387, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically", "probability": 0.00011795130610850514 }, { "score": 2.5049943923950195, "text": "Contract", "probability": 0.00010039552243764416 }, { "score": 2.4786641597747803, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement. Contractor also covenants that it will provide suitable training to its employees and representatives during the term of this agreement about Contractor's anti-corruption policies and procedures. Contractor represents and warrants to Company that Contractor has not offered or paid any bribes (or offered or provided any improper gifts and entertainment) to secure business under this agreement or otherwise in connection with the performance of its obligations under this agreement.", "probability": 9.778658269859481e-05 }, { "score": 2.4544098377227783, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 9.544336685490347e-05 }, { "score": 2.3299436569213867, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 8.427345040218656e-05 }, { "score": 2.055098533630371, "text": "Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 6.402167835253201e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Exclusivity": [ { "text": "", "score": 12.140944480895996, "probability": 0.9997790082192648 }, { "score": 2.107832431793213, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "probability": 4.391155479653169e-05 }, { "score": 1.8193516731262207, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement.", "probability": 3.2907372933661825e-05 }, { "score": 1.1106914281845093, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.6200409003508193e-05 }, { "score": 0.9628373384475708, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.3973775567939562e-05 }, { "score": 0.91808021068573, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.3362139153230014e-05 }, { "score": 0.90715491771698, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 1.3216948438027032e-05 }, { "score": 0.8434330224990845, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 1.2401012014636672e-05 }, { "score": 0.803107500076294, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 1.1910883487677546e-05 }, { "score": 0.7182749509811401, "text": "Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 1.0942124916825598e-05 }, { "score": 0.5858006477355957, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 9.58448560701296e-06 }, { "score": 0.4162476062774658, "text": "This Agreement constitutes the complete and exclusive agreement between Company and Consultant concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing.", "probability": 8.089708248086015e-06 }, { "score": 0.19937658309936523, "text": "To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement.", "probability": 6.512488517724603e-06 }, { "score": 0.1358475685119629, "text": "Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement.", "probability": 6.111624597288687e-06 }, { "score": -0.00014725327491760254, "text": "Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 5.334514125459777e-06 }, { "score": -0.04132580757141113, "text": "Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement. (c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. (d) Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 5.119307895703636e-06 }, { "score": -0.4386056661605835, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 3.440921779696259e-06 }, { "score": -0.6312168836593628, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 2.8380811636128905e-06 }, { "score": -0.6872512102127075, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business.", "probability": 2.68342469672737e-06 }, { "score": -0.777847409248352, "text": "Contractor agrees to render, at Company's sole cost", "probability": 2.4510037918737914e-06 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__No-Solicit Of Customers": [ { "score": 14.274419784545898, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "probability": 0.6852844386914788 }, { "score": 12.72713851928711, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.14584621224702402 }, { "text": "", "score": 12.040136337280273, "probability": 0.07337259815463125 }, { "score": 11.51836109161377, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.04354414704729206 }, { "score": 11.023195266723633, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.02653884405726024 }, { "score": 9.464303970336914, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.0055829548365200245 }, { "score": 9.20495891571045, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.004307566477232842 }, { "score": 9.186348915100098, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld", "probability": 0.004228143981014206 }, { "score": 8.709793090820312, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.0026253318243071085 }, { "score": 8.59907341003418, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement. Contractor also covenants that it will provide suitable training to its employees and representatives during the term of this agreement about Contractor's anti-corruption policies and procedures. Contractor represents and warrants to Company that Contractor has not offered or paid any bribes (or offered or provided any improper gifts and entertainment) to secure business under this agreement or otherwise in connection with the performance of its obligations under this agreement.", "probability": 0.00235016988381505 }, { "score": 8.281342506408691, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.0017104503747827262 }, { "score": 8.103907585144043, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement. Contractor also covenants that it will provide suitable training to its employees and representatives during the term of this agreement about Contractor's anti-corruption policies and procedures. Contractor represents and warrants to Company that Contractor has not offered or paid any bribes (or offered or provided any improper gifts and entertainment) to secure business under this agreement or otherwise in connection with the performance of its obligations under this agreement.", "probability": 0.0014323576481334655 }, { "score": 7.396984577178955, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement", "probability": 0.0007063805130701728 }, { "score": 7.353527545928955, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services,", "probability": 0.0006763407596815211 }, { "score": 6.901818752288818, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement", "probability": 0.00043051761379311746 }, { "score": 6.551345348358154, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.000303237047259251 }, { "score": 6.526309490203857, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company", "probability": 0.0002957394930236447 }, { "score": 6.485483646392822, "text": "Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.00028390882045299063 }, { "score": 6.395671844482422, "text": "If one or more Key Personnel terminate their employment with Contractor or otherwise become", "probability": 0.0002595219617273105 }, { "score": 6.235620021820068, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement", "probability": 0.00022113856749998888 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Competitive Restriction Exception": [ { "score": 12.251157760620117, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.37753462771312 }, { "text": "", "score": 11.815225601196289, "probability": 0.24413714427648434 }, { "score": 11.330728530883789, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.15039017202276084 }, { "score": 10.734723091125488, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.08286623026049923 }, { "score": 10.235795974731445, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.05031486235090879 }, { "score": 10.194709777832031, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "probability": 0.04828950796845654 }, { "score": 8.8543119430542, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.012639369118445314 }, { "score": 8.547724723815918, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement. Contractor also covenants that it will provide suitable training to its employees and representatives during the term of this agreement about Contractor's anti-corruption policies and procedures. Contractor represents and warrants to Company that Contractor has not offered or paid any bribes (or offered or provided any improper gifts and entertainment) to secure business under this agreement or otherwise in connection with the performance of its obligations under this agreement.", "probability": 0.009301998380684738 }, { "score": 7.815773963928223, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.004473980465501768 }, { "score": 7.26233434677124, "text": "Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.0025723988794529203 }, { "score": 7.098382949829102, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement", "probability": 0.002183409143811356 }, { "score": 7.076234817504883, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company", "probability": 0.002135582301853152 }, { "score": 6.983583927154541, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement.", "probability": 0.001946608173883557 }, { "score": 6.968243598937988, "text": "Contractor represents and warrants to Company that Contractor has not offered or paid any bribes (or offered or provided any improper gifts and entertainment) to secure business under this agreement or otherwise in connection with the performance of its obligations under this agreement.", "probability": 0.001916974442300738 }, { "score": 6.955747604370117, "text": "Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement. Contractor also covenants that it will provide suitable training to its employees and representatives during the term of this agreement about Contractor's anti-corruption policies and procedures. Contractor represents and warrants to Company that Contractor has not offered or paid any bribes (or offered or provided any improper gifts and entertainment) to secure business under this agreement or otherwise in connection with the performance of its obligations under this agreement.", "probability": 0.0018931689862750445 }, { "score": 6.923920631408691, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 0.001833863904786324 }, { "score": 6.895345211029053, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.0017822021167844613 }, { "score": 6.761396408081055, "text": "Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 0.0015587760671512412 }, { "score": 6.680198669433594, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement", "probability": 0.0014372092355916428 }, { "score": 6.084193229675293, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement", "probability": 0.0007919141912480062 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__No-Solicit Of Employees": [ { "score": 14.157242774963379, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "probability": 0.4775241624742164 }, { "score": 14.042520523071289, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "probability": 0.42576711091527747 }, { "text": "", "score": 12.135251998901367, "probability": 0.06322020722483473 }, { "score": 10.127777099609375, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.008492208408854523 }, { "score": 10.127629280090332, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld", "probability": 0.00849095318746731 }, { "score": 9.604269981384277, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.005031116698379334 }, { "score": 9.092333793640137, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.0030153194536954985 }, { "score": 8.994176864624023, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld", "probability": 0.002733407092616033 }, { "score": 8.827353477478027, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.0023134165624215533 }, { "score": 8.315417289733887, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.001386509274853065 }, { "score": 7.384613990783691, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services,", "probability": 0.0005466131087125211 }, { "score": 6.782523155212402, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services", "probability": 0.00029936106494101795 }, { "score": 6.58243989944458, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement", "probability": 0.00024507570532596726 }, { "score": 6.38348388671875, "text": "Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.00020086060327449638 }, { "score": 6.234907627105713, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 0.00017312863823649896 }, { "score": 5.931279182434082, "text": "Neither", "probability": 0.0001277923201140698 }, { "score": 5.897340774536133, "text": "Neither", "probability": 0.00012352802325008616 }, { "score": 5.7833170890808105, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.00011021625096631249 }, { "score": 5.711400032043457, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.00010256813369671658 }, { "score": 5.649844169616699, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination,", "probability": 9.644485886635216e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Disparagement": [ { "text": "", "score": 11.613855361938477, "probability": 0.9149003576794056 }, { "score": 8.403692245483398, "text": "If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible.", "probability": 0.03691625777706567 }, { "score": 8.272095680236816, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.032364284318579156 }, { "score": 6.5532989501953125, "text": "If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible. If Company reasonably requests, Contractor shall reassign the individual who is the subject of Company's dissatisfaction and replace that person with other personnel in accordance with this Agreement.", "probability": 0.005802325287759497 }, { "score": 5.977252006530762, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.00326158021096731 }, { "score": 5.297066688537598, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.0016520657709561347 }, { "score": 5.018149375915527, "text": "If Company reasonably requests, Contractor shall reassign the individual who is the subject of Company's dissatisfaction and replace that person with other personnel in accordance with this Agreement.", "probability": 0.0012499570298603838 }, { "score": 4.881145477294922, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement", "probability": 0.0010899210647857744 }, { "score": 4.672268390655518, "text": "If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible", "probability": 0.0008844654651363788 }, { "score": 4.2244086265563965, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement. Contractor also covenants that it will provide suitable training to its employees and representatives during the term of this agreement about Contractor's anti-corruption policies and procedures. Contractor represents and warrants to Company that Contractor has not offered or paid any bribes (or offered or provided any improper gifts and entertainment) to secure business under this agreement or otherwise in connection with the performance of its obligations under this agreement.", "probability": 0.0005651683798799293 }, { "score": 3.6291825771331787, "text": "If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible. If Company reasonably requests, Contractor shall reassign the individual who is the subject of Company's dissatisfaction and replace that person with other personnel in accordance with this Agreement", "probability": 0.00031165526429806714 }, { "score": 3.018538475036621, "text": "Notwithstanding any other provision of this agreement, if Contractor offers or pays a bribe or provides improper gifts or entertainment to any government official or to any other person in connection with the performance of Contractor's obligations under this agreement, Company shall be entitled to elect to terminate this agreement effective immediately upon providing to Contractor written notice of such termination, in which case Company shall have no obligation to pay any fees or other consideration to Contractor under this agreement or otherwise.", "probability": 0.00016922912276385642 }, { "score": 3.002223253250122, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.00016649051335133173 }, { "score": 2.6046485900878906, "text": "Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement.", "probability": 0.00011187292934393245 }, { "score": 2.553997755050659, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement.", "probability": 0.00010634758493406356 }, { "score": 2.4775619506835938, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 9.852171969239769e-05 }, { "score": 2.468172550201416, "text": "If one or more Key Personnel terminate their employment with Contractor or otherwise become\n\nPage 2 of 10\n\n\n\n\n\nunavailable to work on an engagement for reasons beyond Contractor's reasonable control, Contractor may provide the Services through other personnel with comparable training and experience. If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible.", "probability": 9.7600989128369e-05 }, { "score": 2.4664719104766846, "text": "Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement", "probability": 9.74351460687025e-05 }, { "score": 2.31187105178833, "text": "Specifically", "probability": 8.347825088338762e-05 }, { "score": 2.1497604846954346, "text": "unavailable to work on an engagement for reasons beyond Contractor's reasonable control, Contractor may provide the Services through other personnel with comparable training and experience. If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible.", "probability": 7.098549514042677e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Termination For Convenience": [ { "score": 14.448430061340332, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.5852727542563049 }, { "score": 13.98911190032959, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.3697251250044454 }, { "text": "", "score": 11.5540771484375, "probability": 0.03238596248442102 }, { "score": 9.404242515563965, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other. (b) In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period.", "probability": 0.003773075454740779 }, { "score": 8.922629356384277, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other. (b) In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period.", "probability": 0.002330953194351201 }, { "score": 8.517232894897461, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other", "probability": 0.0015540754746031886 }, { "score": 8.336380004882812, "text": "Notwithstanding any other provision of this agreement, if Contractor offers or pays a bribe or provides improper gifts or entertainment to any government official or to any other person in connection with the performance of Contractor's obligations under this agreement, Company shall be entitled to elect to terminate this agreement effective immediately upon providing to Contractor written notice of such termination, in which case Company shall have no obligation to pay any fees or other consideration to Contractor under this agreement or otherwise. (e) THE EXPRESS WARRANTIES IN THIS AGREEMENT SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.\n\nPage 6 of 10\n\n\n\n\n\n6. TERMINATION. (a) At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.0012969663087521617 }, { "score": 7.715656280517578, "text": "either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.0006971910547570116 }, { "score": 7.37783145904541, "text": "for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.0004973204872580327 }, { "score": 7.051578044891357, "text": "either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.00035887755134353003 }, { "score": 6.936802864074707, "text": "for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.00031996322486127233 }, { "score": 6.936253070831299, "text": "(a) At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.000319787359591303 }, { "score": 6.804685592651367, "text": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other", "probability": 0.0002803640102492569 }, { "score": 6.725318908691406, "text": "upon fifteen (15) days advance notice to the other.", "probability": 0.0002589725603514126 }, { "score": 6.560890197753906, "text": "upon fifteen (15) days advance notice to the other.", "probability": 0.00021970668363266836 }, { "score": 6.508817672729492, "text": "any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.00020855877073236093 }, { "score": 6.34017276763916, "text": "At any time that there is no uncompleted Statement of Work outstanding", "probability": 0.00017619229264202605 }, { "score": 5.948947906494141, "text": "any or no reason upon fifteen (15) days advance notice to the other.", "probability": 0.00011914617603217427 }, { "score": 5.80596399307251, "text": "At", "probability": 0.00010327209415049893 }, { "score": 5.790973663330078, "text": "At", "probability": 0.0001017355567797492 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Rofr/Rofo/Rofn": [ { "text": "", "score": 12.151834487915039, "probability": 0.9999781099977603 }, { "score": 0.23856103420257568, "text": "In either case, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable fees, Schedule and Specifications.", "probability": 6.700721545857587e-06 }, { "score": -0.1820518970489502, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 4.399990064081875e-06 }, { "score": -0.922325611114502, "text": "Upon receipt of final payment Contractor shall provide to Company, and will assigns to Company, all right, title and interest to any Works in progress.", "probability": 2.0987219593831275e-06 }, { "score": -1.0129226446151733, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "probability": 1.916942627212321e-06 }, { "score": -1.6210451126098633, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.0435298650451012e-06 }, { "score": -1.7020587921142578, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 9.623234941801283e-07 }, { "score": -2.029494285583496, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 6.936136971675096e-07 }, { "score": -2.030679702758789, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 6.927919627231568e-07 }, { "score": -2.031670331954956, "text": "Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 6.921060026001731e-07 }, { "score": -2.640932083129883, "text": "In either case, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable fees, Schedule and Specifications. Contractor shall continue work pursuant to the existing Statement of Work, and shall not be bound by any change requested by Company, until such change has been accepted in writing by Contractor. (e) The obligations of Company in connection with a particular engagement shall be set forth in the applicable Statement of Work. Company agrees to perform such obligations in accordance with, and subject to, such Statement of Work.", "probability": 3.7633412370119114e-07 }, { "score": -2.6499183177948, "text": "Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 3.7296744648453004e-07 }, { "score": -2.7311277389526367, "text": "Company also may request a change in the Schedule without changing the scope of the Services relating to the applicable Statement of Work. In either case, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable fees, Schedule and Specifications.", "probability": 3.438762037682385e-07 }, { "score": -2.742624044418335, "text": "(d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 3.3994553526157047e-07 }, { "score": -2.8662939071655273, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement", "probability": 3.0040018977296427e-07 }, { "score": -2.998605251312256, "text": "In either case, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable fees, Schedule and Specifications. Contractor shall continue work pursuant to the existing Statement of Work, and shall not be bound by any change requested by Company, until such change has been accepted in writing by Contractor. (e) The obligations of Company in connection with a particular engagement shall be set forth in the applicable Statement of Work.", "probability": 2.6317105170454527e-07 }, { "score": -3.1992645263671875, "text": "(b) Contractor represents and warrants to Company that Contractor has full authority and sufficient rights, except for rights respecting programs, data and materials provided by Company or identified by Contractor as furnished to Company by third-party vendors, to grant and convey the rights granted to Company under Paragraph 4 hereof; (c) Contractor represents and warrants that the Works provided hereunder, including any Contractor Information and any third party products do not infringe any trade secret, trademark, copyright, patent or other proprietary right of any other third party. (d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 2.1532422865277974e-07 }, { "score": -3.342973470687866, "text": "Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.", "probability": 1.8650088569392395e-07 }, { "score": -3.5723447799682617, "text": "(a) The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.4827441002925588e-07 }, { "score": -3.6122994422912598, "text": "(b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.424669462266233e-07 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Change Of Control": [ { "text": "", "score": 12.192163467407227, "probability": 0.9647921014236445 }, { "score": 8.868715286254883, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 0.03475990119970405 }, { "score": 4.096104621887207, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld", "probability": 0.0002940086158882351 }, { "score": 2.2939627170562744, "text": "Neither", "probability": 4.8495313665468527e-05 }, { "score": 1.6026520729064941, "text": "If one or more Key Personnel terminate their employment with Contractor or otherwise become", "probability": 2.4292229454461996e-05 }, { "score": 1.449833631515503, "text": "In all instances of a conflict, between the provisions of this Agreement and the specific provisions set forth in a Statement of Work, the provisions of this Agreement shall control.", "probability": 2.0849669197255227e-05 }, { "score": 0.9411711692810059, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld. 11. SEVERABILITY; GOVERNING LAW. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "probability": 1.2536891529235522e-05 }, { "score": 0.4177074432373047, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent,", "probability": 7.427667608234513e-06 }, { "score": 0.31660008430480957, "text": "10. NONASSIGNABILITY. Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 6.713393326948045e-06 }, { "score": 0.17459607124328613, "text": ".", "probability": 5.824659378847471e-06 }, { "score": -0.13016891479492188, "text": "If one or more Key Personnel terminate their employment with Contractor or otherwise become\n\nPage 2 of 10\n\n\n\n\n\nunavailable to work on an engagement for reasons beyond Contractor's reasonable control, Contractor may provide the Services through other personnel with comparable training and experience.", "probability": 4.2945017252955446e-06 }, { "score": -0.3228321075439453, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder", "probability": 3.5419320079239318e-06 }, { "score": -0.43868327140808105, "text": "assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 3.154472160170031e-06 }, { "score": -0.44466733932495117, "text": "Neither party shall", "probability": 3.1356519513866284e-06 }, { "score": -0.6119611263275146, "text": "subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 2.6526080462995862e-06 }, { "score": -0.7598128318786621, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without", "probability": 2.2880309920122313e-06 }, { "score": -0.76226806640625, "text": "transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 2.282420230007307e-06 }, { "score": -0.7938787937164307, "text": "NONASSIGNABILITY. Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 2.2113996858082267e-06 }, { "score": -0.796480655670166, "text": "this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 2.20565340785392e-06 }, { "score": -0.8540475368499756, "text": "shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 2.082266395869875e-06 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Anti-Assignment": [ { "score": 14.985414505004883, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 0.538158811054675 }, { "score": 14.7532958984375, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 0.42668033285820334 }, { "text": "", "score": 11.977807998657227, "probability": 0.026590318891363245 }, { "score": 10.355806350708008, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld", "probability": 0.0052516670006642376 }, { "score": 9.546585083007812, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld", "probability": 0.0023380664454766974 }, { "score": 6.632417678833008, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder", "probability": 0.00012683818716195967 }, { "score": 6.502673149108887, "text": "Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.", "probability": 0.00011140448951373313 }, { "score": 6.322381019592285, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent,", "probability": 9.302567199393368e-05 }, { "score": 6.154618740081787, "text": "10. NONASSIGNABILITY. Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 7.865830501260524e-05 }, { "score": 6.07381534576416, "text": "Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.", "probability": 7.25524554852469e-05 }, { "score": 6.005331039428711, "text": "Neither", "probability": 6.775007168513075e-05 }, { "score": 5.863740921020508, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld. 11. SEVERABILITY; GOVERNING LAW. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof. (c) In the event of termination under either section 6(a) or 6(b) of this agreement, Contractor shall be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Upon receipt of final payment Contractor shall provide to Company, and will assigns to Company, all right, title and interest to any Works in progress.", "probability": 5.8805500675614165e-05 }, { "score": 5.855434417724609, "text": ".", "probability": 5.831905571574056e-05 }, { "score": 5.810022354125977, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without", "probability": 5.572990141138668e-05 }, { "score": 5.80978536605835, "text": "Neither", "probability": 5.571669565460736e-05 }, { "score": 5.703191757202148, "text": "NONASSIGNABILITY. Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 5.0083230706107106e-05 }, { "score": 5.585162162780762, "text": ".", "probability": 4.450745223891751e-05 }, { "score": 5.5280351638793945, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent,", "probability": 4.203613654532738e-05 }, { "score": 5.290172576904297, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without", "probability": 3.313754916623812e-05 }, { "score": 5.262683868408203, "text": "10. NONASSIGNABILITY. Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 3.223904665096938e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Revenue/Profit Sharing": [ { "text": "", "score": 11.993027687072754, "probability": 0.9962163524735342 }, { "score": 6.2739691734313965, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.003270379200733799 }, { "score": 3.6363112926483154, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. (d) Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 0.00023392565235928777 }, { "score": 2.7673239707946777, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 9.810281075115713e-05 }, { "score": 2.231032371520996, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations", "probability": 5.738164156380939e-05 }, { "score": 1.6106082201004028, "text": "Contractor will be compensated on a time and materials.", "probability": 3.0855044912298566e-05 }, { "score": 1.408626914024353, "text": "(c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 2.5211972005551087e-05 }, { "score": 1.0417516231536865, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. (d) Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant", "probability": 1.7469275818373737e-05 }, { "score": 0.5947122573852539, "text": "To", "probability": 1.1171929131381598e-05 }, { "score": 0.5887984037399292, "text": "Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 1.1106054954671043e-05 }, { "score": 0.2872057259082794, "text": "During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials.", "probability": 8.214474434937227e-06 }, { "score": -0.365325927734375, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. (d) Consult", "probability": 4.277488847482224e-06 }, { "score": -0.4521751403808594, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations", "probability": 3.92166734657287e-06 }, { "score": -0.8255777359008789, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company", "probability": 2.699628879060176e-06 }, { "score": -1.2290308475494385, "text": "(c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. (d) Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 1.8033773271317312e-06 }, { "score": -1.231368899345398, "text": "Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement. (c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.7991658627626466e-06 }, { "score": -1.447851300239563, "text": "c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.4489523050455544e-06 }, { "score": -1.4585065841674805, "text": "3. CONTRACTOR'S COMPENSATION. (a) During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials.", "probability": 1.4335952689239468e-06 }, { "score": -1.6009182929992676, "text": "To", "probability": 1.2433057431737686e-06 }, { "score": -1.6344654560089111, "text": "Contractor will be compensated on a time and materials", "probability": 1.2022882202303016e-06 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Price Restrictions": [ { "text": "", "score": 11.941129684448242, "probability": 0.9443834955429111 }, { "score": 8.823286056518555, "text": "Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 0.041791321610391764 }, { "score": 7.507264137268066, "text": "Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 0.011208436814688756 }, { "score": 5.646783828735352, "text": "Contractor reserves the right to change rates with 30 days notice to Company", "probability": 0.0017440089776625844 }, { "score": 4.246001243591309, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 0.0004297308863444884 }, { "score": 3.688969612121582, "text": "Contractor reserves the right to change rates with 30 days notice to Company", "probability": 0.00024619589386973783 }, { "score": 1.900890588760376, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 4.118394567048568e-05 }, { "score": 1.5825715065002441, "text": "Contract", "probability": 2.9955993756443963e-05 }, { "score": 1.377953052520752, "text": "Each invoice submitted by Contractor will provide supporting detail for the Services invoiced, including, to the extent applicable to a particular engagement, the dates of Services and hours worked at the applicable rate by Statement of Work. Invoices shall also include receipts or other supporting detail concerning related expenses within the billing cycle. Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 2.4412882785644545e-05 }, { "score": 1.0370235443115234, "text": "(f) To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement. 2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof. 3. CONTRACTOR'S COMPENSATION. (a) During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials. In addition, Company shall reimburse Contractor its actual out-of-pocket expenses as reasonably incurred by Contractor in connection with its performance of the Services as negotiated in each Statement of Work. (b) Contractor shall bill Company as set forth in the relevant Statement of Work. Each invoice submitted by Contractor will provide supporting detail for the Services invoiced, including, to the extent applicable to a particular engagement, the dates of Services and hours worked at the applicable rate by Statement of Work. Invoices shall also include receipts or other supporting detail concerning related expenses within the billing cycle. Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 1.7360221489701203e-05 }, { "score": 0.7330322265625, "text": "Contract", "probability": 1.2809539285317271e-05 }, { "score": 0.49632692337036133, "text": "Each invoice submitted by Contractor will provide supporting detail for the Services invoiced, including, to the extent applicable to a particular engagement, the dates of Services and hours worked at the applicable rate by Statement of Work. Invoices shall also include receipts or other supporting detail concerning related expenses within the billing cycle. Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 1.010959372568756e-05 }, { "score": 0.49256765842437744, "text": "In either case, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable fees, Schedule and Specifications.", "probability": 1.0071660429704377e-05 }, { "score": 0.4097883701324463, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement", "probability": 9.271510335964609e-06 }, { "score": 0.34223222732543945, "text": "Contractor shall bill Company as set forth in the relevant Statement of Work. Each invoice submitted by Contractor will provide supporting detail for the Services invoiced, including, to the extent applicable to a particular engagement, the dates of Services and hours worked at the applicable rate by Statement of Work. Invoices shall also include receipts or other supporting detail concerning related expenses within the billing cycle. Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 8.665851184135858e-06 }, { "score": 0.24648046493530273, "text": "During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials. In addition, Company shall reimburse Contractor its actual out-of-pocket expenses as reasonably incurred by Contractor in connection with its performance of the Services as negotiated in each Statement of Work. (b) Contractor shall bill Company as set forth in the relevant Statement of Work. Each invoice submitted by Contractor will provide supporting detail for the Services invoiced, including, to the extent applicable to a particular engagement, the dates of Services and hours worked at the applicable rate by Statement of Work. Invoices shall also include receipts or other supporting detail concerning related expenses within the billing cycle. Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 7.874568490851783e-06 }, { "score": 0.14966773986816406, "text": ".", "probability": 7.147950436180108e-06 }, { "score": 0.10251474380493164, "text": "Throughout", "probability": 6.818726111698945e-06 }, { "score": -0.008656919002532959, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 6.101294760403844e-06 }, { "score": -0.20242691040039062, "text": "(b) Contractor shall bill Company as set forth in the relevant Statement of Work. Each invoice submitted by Contractor will provide supporting detail for the Services invoiced, including, to the extent applicable to a particular engagement, the dates of Services and hours worked at the applicable rate by Statement of Work. Invoices shall also include receipts or other supporting detail concerning related expenses within the billing cycle. Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 5.026535669170344e-06 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Minimum Commitment": [ { "text": "", "score": 12.077911376953125, "probability": 0.9168324726331558 }, { "score": 9.645832061767578, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 0.08054736928507227 }, { "score": 6.0033650398254395, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement", "probability": 0.002109347014402058 }, { "score": 3.983769178390503, "text": "Throughout", "probability": 0.0002799295166669739 }, { "score": 2.6504602432250977, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change. 15. Force Majeure. Except for payment obligations hereunder, nonperformance by either party shall be excused to the extent that performance is rendered impossible by strike, acts of God, governmental acts or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control of the nonperforming party.", "probability": 7.379041979662419e-05 }, { "score": 2.0818657875061035, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "probability": 4.1789054635110424e-05 }, { "score": 0.9963788986206055, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000", "probability": 1.4113722704161247e-05 }, { "score": 0.9456882476806641, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000)", "probability": 1.3416119269585432e-05 }, { "score": 0.7395811080932617, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000),", "probability": 1.0917311877993577e-05 }, { "score": 0.6501107215881348, "text": "Throughout the term of this Agreement, Contractor", "probability": 9.982957493822792e-06 }, { "score": 0.4353971481323242, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute,", "probability": 8.053975456310612e-06 }, { "score": 0.4247469902038574, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,", "probability": 7.968654493080884e-06 }, { "score": 0.39769840240478516, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services", "probability": 7.75600257441377e-06 }, { "score": 0.30246782302856445, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000", "probability": 7.051472709192386e-06 }, { "score": 0.2584810256958008, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and", "probability": 6.748023806399535e-06 }, { "score": 0.1709146499633789, "text": "Throughout the term of this Agreement, Contractor shall", "probability": 6.182256392357578e-06 }, { "score": 0.16831278800964355, "text": "workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 6.1661919224911585e-06 }, { "score": 0.15834999084472656, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars", "probability": 6.105064409207413e-06 }, { "score": 0.049730777740478516, "text": "Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 5.476682008257744e-06 }, { "score": 0.02887439727783203, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of", "probability": 5.363641153749252e-06 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Volume Restriction": [ { "text": "", "score": 12.018016815185547, "probability": 0.9999490437770654 }, { "score": 1.2522865533828735, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 2.110963008806946e-05 }, { "score": 0.5841381549835205, "text": "Contractor reserves the right to change rates with 30 days notice to Company.", "probability": 1.0821998279523524e-05 }, { "score": 0.18659205734729767, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 7.272025348269831e-06 }, { "score": -0.7726566791534424, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 2.786499381610469e-06 }, { "score": -1.002787709236145, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 2.213677314718641e-06 }, { "score": -1.1825335025787354, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.84948881127714e-06 }, { "score": -1.7253875732421875, "text": "Throughout", "probability": 1.0747146795891064e-06 }, { "score": -1.7874692678451538, "text": "Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.0100234186962485e-06 }, { "score": -2.148240566253662, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement", "probability": 7.041261271438368e-07 }, { "score": -2.5645592212677, "text": "(b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 4.643501229366322e-07 }, { "score": -2.6923668384552, "text": "(a) The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 4.0863863225978966e-07 }, { "score": -3.1093358993530273, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "probability": 2.693097394292041e-07 }, { "score": -3.353011131286621, "text": "Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 2.1106938809639193e-07 }, { "score": -3.6766064167022705, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.5271778070738948e-07 }, { "score": -3.68618106842041, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change. 15. Force Majeure. Except for payment obligations hereunder, nonperformance by either party shall be excused to the extent that performance is rendered impossible by strike, acts of God, governmental acts or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control of the nonperforming party.", "probability": 1.5126253897960042e-07 }, { "score": -3.898380994796753, "text": "Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.2234159234234668e-07 }, { "score": -3.9627366065979004, "text": "Contractor reserves the right to change rates with 30 days notice to Company", "probability": 1.1471622357043432e-07 }, { "score": -3.981478452682495, "text": "(b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.1258625191224887e-07 }, { "score": -4.031928062438965, "text": "Throughout", "probability": 1.0704721531940847e-07 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Ip Ownership Assignment": [ { "score": 12.850769996643066, "text": "Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.", "probability": 0.3527881162045867 }, { "score": 12.424715042114258, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid.", "probability": 0.23039902218157265 }, { "text": "", "score": 12.139089584350586, "probability": 0.17315501383810739 }, { "score": 11.916751861572266, "text": "Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.", "probability": 0.138635682659546 }, { "score": 10.679549217224121, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. 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(b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. 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(", "probability": 1.9829448446064096e-05 }, { "score": 2.0650417804718018, "text": "Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.9361276413479463e-05 }, { "score": 1.9229121208190918, "text": "the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.6796077054325607e-05 }, { "score": 1.860079288482666, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license", "probability": 1.577320348293313e-05 }, { "score": 1.655174732208252, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. 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(c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.216249011914099e-05 }, { "score": 1.599379062652588, "text": "Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.2153440425597597e-05 }, { "score": 1.5932846069335938, "text": "(ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement. (c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.20795970671891e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Transferable License": [ { "text": "", "score": 11.981157302856445, "probability": 0.6978400160071906 }, { "score": 10.872557640075684, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.23030170502217245 }, { "score": 9.518985748291016, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 0.0594906000963796 }, { "score": 7.7054362297058105, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations", "probability": 0.009701386368774585 }, { "score": 5.571991443634033, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement. (c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.0011489218878605308 }, { "score": 4.90123176574707, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld", "probability": 0.0005874667301811557 }, { "score": 4.003031253814697, "text": "(c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.0002392763363358421 }, { "score": 3.8758013248443604, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company", "probability": 0.0002106902770984423 }, { "score": 3.553856134414673, "text": "To", "probability": 0.00015269523146402137 }, { "score": 2.7002322673797607, "text": "Neither", "probability": 6.502814112369983e-05 }, { "score": 2.589756488800049, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business", "probability": 5.822671895654542e-05 }, { "score": 2.444627285003662, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder", "probability": 5.036090271191474e-05 }, { "score": 2.40487003326416, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement. 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Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "probability": 2.2550210560757235e-05 }, { "score": 1.5851025581359863, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. (", "probability": 2.1320955328542787e-05 }, { "score": 1.1147642135620117, "text": "c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.3321137545117547e-05 }, { "score": 1.063535213470459, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense", "probability": 1.2655894343521077e-05 }, { "score": 1.0281152725219727, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent,", "probability": 1.2215469272682637e-05 }, { "score": 0.9857850074768066, "text": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without", "probability": 1.1709176570698625e-05 }, { "score": 0.9638791084289551, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with", "probability": 1.145546556027545e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Affiliate License-Licensor": [ { "score": 12.610858917236328, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.5368290803516924 }, { "text": "", "score": 12.042691230773926, "probability": 0.30414728410241704 }, { "score": 10.950016975402832, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.10198623119498908 }, { "score": 9.540162086486816, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid.", "probability": 0.024902866740197132 }, { "score": 9.216309547424316, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations", "probability": 0.018013660521227312 }, { "score": 7.735260009765625, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement. (c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.0040962865764807965 }, { "score": 7.316934585571289, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company", "probability": 0.002695962884441032 }, { "score": 7.077083587646484, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. 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Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. 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Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 0.0006548681858481272 }, { "score": 5.432592391967773, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid", "probability": 0.00040959485451829146 }, { "score": 4.744114875793457, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. (d) Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 0.00020575599887348546 }, { "score": 4.62106990814209, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations", "probability": 0.00018193437181237844 }, { "score": 4.578746795654297, "text": "To", "probability": 0.0001743950128673152 }, { "score": 4.285585880279541, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement.", "probability": 0.00013008160701141172 }, { "score": 4.266931056976318, "text": "(c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.00012767745188275556 }, { "score": 3.7472283840179443, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. 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(d) Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant", "probability": 1.777582324100929e-05 }, { "score": 0.9845442771911621, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. 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(d) Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 0.00022441884598510206 }, { "score": 2.602707624435425, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company", "probability": 0.00011587541104260273 }, { "score": 1.750929355621338, "text": "To", "probability": 4.9438887079040774e-05 }, { "score": 0.19686055183410645, "text": "c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.0450695158801316e-05 }, { "score": -0.0653524398803711, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business", "probability": 8.040212449083754e-06 }, { "score": -0.19103527069091797, "text": "(c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations", "probability": 7.090619235753504e-06 }, { "score": -0.23038458824157715, "text": ".", "probability": 6.81702635535898e-06 }, { "score": -0.3903360366821289, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. 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(d) Consult", "probability": 5.217869285455809e-06 }, { "score": -0.5101156234741211, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense", "probability": 5.1535836304845556e-06 }, { "score": -0.5128264427185059, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with", "probability": 5.139632115362937e-06 }, { "score": -0.8082170486450195, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license", "probability": 3.825124049875103e-06 }, { "score": -0.935784101486206, "text": "Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 3.367005740983621e-06 }, { "score": -0.9444146156311035, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's", "probability": 3.3380717873552453e-06 }, { "score": -1.0435872077941895, "text": "Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 3.022912404239549e-06 }, { "score": -1.1234135627746582, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. (d) Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant", "probability": 2.7909844525229496e-06 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Irrevocable Or Perpetual License": [ { "score": 13.465442657470703, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.7775353813713133 }, { "text": "", "score": 12.001350402832031, "probability": 0.1798344840790314 }, { "score": 10.505452156066895, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations", "probability": 0.040291424236295066 }, { "score": 6.643411636352539, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company", "probability": 0.0008471293576328731 }, { "score": 5.903770923614502, "text": "(c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.00040432244658449343 }, { "score": 5.665912628173828, "text": "To", "probability": 0.00031873320321566004 }, { "score": 5.50651741027832, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business", "probability": 0.00027177083190156587 }, { "score": 5.359749794006348, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement. (c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 0.00023467265018743282 }, { "score": 3.483945369720459, "text": "the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 3.595927833439338e-05 }, { "score": 3.167581558227539, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with", "probability": 2.6206915579247353e-05 }, { "score": 3.158202648162842, "text": "Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 2.5962272311870935e-05 }, { "score": 3.088106155395508, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. (", "probability": 2.420472656056842e-05 }, { "score": 2.948456048965454, "text": "Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 2.1049942322097913e-05 }, { "score": 2.9437804222106934, "text": "(c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations", "probability": 2.0951750381906947e-05 }, { "score": 2.915170192718506, "text": ".", "probability": 2.0360809777128326e-05 }, { "score": 2.8970746994018555, "text": "c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.999568440495985e-05 }, { "score": 2.8758625984191895, "text": "extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "probability": 1.9576000849503414e-05 }, { "score": 2.760953426361084, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license", "probability": 1.745096935398862e-05 }, { "score": 2.631150245666504, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's", "probability": 1.5326632735240682e-05 }, { "score": 2.6120615005493164, "text": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense", "probability": 1.5036841227041795e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Source Code Escrow": [ { "text": "", "score": 12.167062759399414, "probability": 0.9999970401090672 }, { "score": -2.1715755462646484, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 5.926621884831662e-07 }, { "score": -2.4026966094970703, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 4.703624219836647e-07 }, { "score": -2.5649170875549316, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. 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Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.8644399658832265e-07 }, { "score": -3.8169026374816895, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.1435383761622697e-07 }, { "score": -4.01522159576416, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 9.378252348739323e-08 }, { "score": -4.024984836578369, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business.", "probability": 9.287135733147375e-08 }, { "score": -4.032262325286865, "text": "Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 9.219794044117283e-08 }, { "score": -4.175871849060059, "text": "(b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 7.986424602602322e-08 }, { "score": -4.246342658996582, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 7.442987884914331e-08 }, { "score": -4.256105899810791, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business.", "probability": 7.370673786215929e-08 }, { "score": -4.366974830627441, "text": "Contractor agrees to render, at Company's sole cost", "probability": 6.597166205522751e-08 }, { "score": -4.408563613891602, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. 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Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business.", "probability": 6.266942817310466e-08 }, { "score": -4.494681358337402, "text": "To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement.", "probability": 5.806242700040016e-08 }, { "score": -4.501704692840576, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost", "probability": 5.765606383612246e-08 }, { "score": -4.7410712242126465, "text": "Contractor agrees to render, at Company's sole cost", "probability": 4.5382605526079795e-08 }, { "score": -4.812201499938965, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid.", "probability": 4.226666093436464e-08 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Post-Termination Services": [ { "score": 12.579505920410156, "text": "Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 0.2607654820338783 }, { "score": 12.45521354675293, "text": "In the event of termination under either section 6(a) or 6(b) of this agreement, Contractor shall be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination.", "probability": 0.2302876301464374 }, { "score": 12.411773681640625, "text": "In the event of termination under either section 6(a) or 6(b) of this agreement, Contractor shall be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination.", "probability": 0.22049813313845762 }, { "text": "", "score": 12.30616569519043, "probability": 0.19839921573782482 }, { "score": 10.785247802734375, "text": "Upon any such termination, Contractor will be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination.", "probability": 0.04335245568344918 }, { "score": 10.148819923400879, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "probability": 0.02294122407476215 }, { "score": 9.585206031799316, "text": "Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant", "probability": 0.01305696331107749 }, { "score": 8.230043411254883, "text": "(c) In the event of termination under either section 6(a) or 6(b) of this agreement, Contractor shall be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination.", "probability": 0.003367460697027874 }, { "score": 7.61009407043457, "text": "(d) Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 0.001811598522555345 }, { "score": 7.428309917449951, "text": "In the event of termination under either section 6(a) or 6(b) of this agreement, Contractor shall be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Upon receipt of final payment Contractor shall provide to Company, and will assigns to Company, all right, title and interest to any Works in progress.", "probability": 0.0015104769534555267 }, { "score": 7.2237114906311035, "text": "Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary", "probability": 0.0012310002340709374 }, { "score": 7.031841278076172, "text": "Upon any such termination, Contractor will be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.", "probability": 0.0010160848147882048 }, { "score": 6.288392066955566, "text": "(c) In the event of termination under either section 6(a) or 6(b) of this agreement, Contractor shall be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination.", "probability": 0.0004831189480828263 }, { "score": 5.5647430419921875, "text": "In the event of termination under either section 6(a) or 6(b) of this agreement, Contractor shall be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Upon receipt of final payment Contractor shall provide to Company, and will assigns to Company, all right, title and interest to any Works in progress", "probability": 0.00023430269966203494 }, { "score": 5.520470142364502, "text": "Upon any such termination, Contractor will be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress", "probability": 0.00022415571532927717 }, { "score": 5.459202289581299, "text": "after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 0.00021083442615871264 }, { "score": 5.38160514831543, "text": "Consultant agrees that after Company pays Contractor in full", "probability": 0.00019509292314639362 }, { "score": 5.218564987182617, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld. 14. INSURANCE. Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 0.00016574257188411252 }, { "score": 5.033134460449219, "text": "ant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "probability": 0.00013769006949123166 }, { "score": 4.820693492889404, "text": "In", "probability": 0.00011133729846057293 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Audit Rights": [ { "text": "", "score": 12.19430160522461, "probability": 0.999990972962052 }, { "score": -0.20133650302886963, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 4.136555441814869e-06 }, { "score": -1.34039306640625, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 1.3241978226807942e-06 }, { "score": -1.4190857410430908, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.2239877607071564e-06 }, { "score": -2.520275592803955, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 4.069456391740663e-07 }, { "score": -2.5581424236297607, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 3.918240084775979e-07 }, { "score": -2.6662542819976807, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business.", "probability": 3.5167270321866223e-07 }, { "score": -2.9398999214172363, "text": "Contractor agrees to render, at Company's sole cost", "probability": 2.674828048207105e-07 }, { "score": -3.568389415740967, "text": "(a) The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.4267449671188196e-07 }, { "score": -3.6240153312683105, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.3495479538645942e-07 }, { "score": -3.659332036972046, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 1.3027181701362827e-07 }, { "score": -3.8840036392211914, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business.", "probability": 1.0405832564225934e-07 }, { "score": -4.0410895347595215, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost", "probability": 8.893143413872226e-08 }, { "score": -4.0539774894714355, "text": "(b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 8.779264394395657e-08 }, { "score": -4.707446098327637, "text": "(a) The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. 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(b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that", "probability": 3.789505706592423e-08 }, { "score": -4.906963348388672, "text": "Company shall have the right to interview and approve such additional personnel at Company's request.", "probability": 3.7412013007486235e-08 }, { "score": -4.916725158691406, "text": "expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 3.704858079764797e-08 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Uncapped Liability": [ { "score": 13.51587200164795, "text": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES. COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR. 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(c) IN ANY SUIT ARISING FROM THIS AGREEMENT EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS FEES.", "probability": 0.0012633908259989677 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Cap On Liability": [ { "score": 14.621166229248047, "text": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES. 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(b) NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.07360243502749966 }, { "score": 12.637771606445312, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) IN ANY SUIT ARISING FROM THIS AGREEMENT EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS FEES. COMPANY AND CONTRACTOR HEREBY WAIVE ANY CLAIM TO AWARD OF ATTORNEYS FEES IN SUCH A SUIT.", "probability": 0.03253150216631722 }, { "score": 12.606295585632324, "text": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES", "probability": 0.03152348729755085 }, { "score": 12.580465316772461, "text": "COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR. (b) NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) IN ANY SUIT ARISING FROM THIS AGREEMENT EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS FEES. COMPANY AND CONTRACTOR HEREBY WAIVE ANY CLAIM TO AWARD OF ATTORNEYS FEES IN SUCH A SUIT.", "probability": 0.030719653460174884 }, { "text": "", "score": 12.161578178405762, "probability": 0.020206725393272826 }, { "score": 11.986306190490723, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) IN ANY SUIT ARISING FROM THIS AGREEMENT EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS FEES.", "probability": 0.01695806448222283 }, { "score": 11.928998947143555, "text": "COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR. (b) NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) IN ANY SUIT ARISING FROM THIS AGREEMENT EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS FEES.", "probability": 0.016013566320220916 }, { "score": 11.622228622436523, "text": "IN ANY SUIT ARISING FROM THIS AGREEMENT EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS FEES. COMPANY AND CONTRACTOR HEREBY WAIVE ANY CLAIM TO AWARD OF ATTORNEYS FEES IN SUCH A SUIT.", "probability": 0.011783095661327047 }, { "score": 11.154094696044922, "text": "COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR", "probability": 0.007378216973352597 }, { "score": 11.020681381225586, "text": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES. COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR", "probability": 0.006456702199898943 }, { "score": 10.97076416015625, "text": "IN ANY SUIT ARISING FROM THIS AGREEMENT EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS FEES.", "probability": 0.006142313550885847 }, { "score": 10.699459075927734, "text": "COMPANY AND CONTRACTOR HEREBY WAIVE ANY CLAIM TO AWARD OF ATTORNEYS FEES IN SUCH A SUIT.", "probability": 0.004682800773385429 }, { "score": 10.224628448486328, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.0029126571057821182 }, { "score": 10.184707641601562, "text": "COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR", "probability": 0.0027986718138711167 }, { "score": 10.167322158813477, "text": "COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR. (b) NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.002750436069029267 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Liquidated Damages": [ { "text": "", "score": 12.060222625732422, "probability": 0.9830267832653216 }, { "score": 7.214873790740967, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "probability": 0.00773138123197696 }, { "score": 6.349093437194824, "text": "During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials.", "probability": 0.0032527707698248648 }, { "score": 6.077540397644043, "text": "During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work.", "probability": 0.0024792451482577066 }, { "score": 5.459718704223633, "text": "Contractor will be compensated on a time and materials.", "probability": 0.0013366045025149991 }, { "score": 4.759318828582764, "text": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES", "probability": 0.0006634727932700723 }, { "score": 4.107290744781494, "text": "During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials", "probability": 0.00034566142802461964 }, { "score": 3.904569625854492, "text": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES.", "probability": 0.0002822346015107792 }, { "score": 3.378016948699951, "text": "NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "probability": 0.00016669836275131502 }, { "score": 3.2179160118103027, "text": "Contractor will be compensated on a time and materials", "probability": 0.00014203663698943855 }, { "score": 2.963538408279419, "text": "Notwithstanding any other provision of this agreement, if Contractor offers or pays a bribe or provides improper gifts or entertainment to any government official or to any other person in connection with the performance of Contractor's obligations under this agreement, Company shall be entitled to elect to terminate this agreement effective immediately upon providing to Contractor written notice of such termination, in which case Company shall have no obligation to pay any fees or other consideration to Contractor under this agreement or otherwise.", "probability": 0.00011013505966279546 }, { "score": 2.9289093017578125, "text": "In the event of termination under either section 6(a) or 6(b) of this agreement, Contractor shall be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination.", "probability": 0.00010638646085830611 }, { "score": 2.686025619506836, "text": "During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work", "probability": 8.344557633926806e-05 }, { "score": 2.140777587890625, "text": "(a) During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials.", "probability": 4.837323221733829e-05 }, { "score": 2.0457687377929688, "text": "3. CONTRACTOR'S COMPENSATION. (a) During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials.", "probability": 4.3988918823244024e-05 }, { "score": 1.9765284061431885, "text": "During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time", "probability": 4.104616568731718e-05 }, { "score": 1.8822009563446045, "text": "During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials. In addition, Company shall reimburse Contractor its actual out-of-pocket expenses as reasonably incurred by Contractor in connection with its performance of the Services as negotiated in each Statement of Work.", "probability": 3.7351384375263506e-05 }, { "score": 1.8692245483398438, "text": "(a) During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work.", "probability": 3.6869828760431384e-05 }, { "score": 1.774215817451477, "text": "3. CONTRACTOR'S COMPENSATION. (a) During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work.", "probability": 3.3528131641562277e-05 }, { "score": 1.7271449565887451, "text": "(c) In the event of termination under either section 6(a) or 6(b) of this agreement, Contractor shall be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination.", "probability": 3.1986501192587054e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Warranty Duration": [ { "text": "", "score": 11.822530746459961, "probability": 0.999978099695842 }, { "score": -0.3765549659729004, "text": "Upon any such termination, Contractor will be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination.", "probability": 5.034946724025023e-06 }, { "score": -0.8750491142272949, "text": "In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period. Upon any such termination, Contractor will be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination.", "probability": 3.058451667005996e-06 }, { "score": -1.0007779598236084, "text": "In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period.", "probability": 2.6971076312703422e-06 }, { "score": -1.1763776540756226, "text": "If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible.", "probability": 2.262748572566277e-06 }, { "score": -1.8764979839324951, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.1235124870804889e-06 }, { "score": -1.8818423748016357, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.1175240138278702e-06 }, { "score": -1.8843581676483154, "text": "In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period", "probability": 1.1147160884681526e-06 }, { "score": -1.9244256019592285, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 1.0709352252394085e-06 }, { "score": -2.535991907119751, "text": "Upon", "probability": 5.809828758414036e-07 }, { "score": -2.5872602462768555, "text": "unavailable to work on an engagement for reasons beyond Contractor's reasonable control, Contractor may provide the Services through other personnel with comparable training and experience. If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible.", "probability": 5.519475058546712e-07 }, { "score": -2.6334102153778076, "text": "If one or more Key Personnel terminate their employment with Contractor or otherwise become\n\nPage 2 of 10\n\n\n\n\n\nunavailable to work on an engagement for reasons beyond Contractor's reasonable control, Contractor may provide the Services through other personnel with comparable training and experience. If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible.", "probability": 5.270539812787795e-07 }, { "score": -2.7231826782226562, "text": "at any time during the term of this agreement.", "probability": 4.81800684898001e-07 }, { "score": -2.918444871902466, "text": "In", "probability": 3.963383707688849e-07 }, { "score": -3.0344860553741455, "text": "In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period. Upon", "probability": 3.529149646490375e-07 }, { "score": -3.12237548828125, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "probability": 3.2322145311658507e-07 }, { "score": -3.1623928546905518, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 3.1054236560922715e-07 }, { "score": -3.169808864593506, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid.", "probability": 3.082478987607793e-07 }, { "score": -3.185577630996704, "text": "Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement.", "probability": 3.0342533253982677e-07 }, { "score": -3.2521393299102783, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 2.838863153713001e-07 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Insurance": [ { "score": 12.620430946350098, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 0.2952090811697972 }, { "score": 12.414453506469727, "text": "At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "probability": 0.24025633482558595 }, { "score": 12.406524658203125, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "probability": 0.23835891093510406 }, { "text": "", "score": 12.042993545532227, "probability": 0.16571119006122637 }, { "score": 10.750824928283691, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement", "probability": 0.04551663379023865 }, { "score": 8.749423027038574, "text": "At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change", "probability": 0.00615137685554663 }, { "score": 8.741494178771973, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change", "probability": 0.0061027963699850545 }, { "score": 6.588959217071533, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld. 14. INSURANCE. Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 0.0007090793260775404 }, { "score": 6.375052452087402, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld. 14. INSURANCE. Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "probability": 0.0005725274258769641 }, { "score": 5.478602409362793, "text": "workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 0.00023360008084061796 }, { "score": 5.264695167541504, "text": "workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "probability": 0.00018861414270079634 }, { "score": 5.061043739318848, "text": "Throughout", "probability": 0.000153861358427254 }, { "score": 4.8923234939575195, "text": "At", "probability": 0.00012997364272277552 }, { "score": 4.884394645690918, "text": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At", "probability": 0.00012894717615732915 }, { "score": 4.719353199005127, "text": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld. 14. INSURANCE. Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement", "probability": 0.00010932896740644939 }, { "score": 4.686220645904541, "text": "professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 0.00010576597110917299 }, { "score": 4.6616950035095215, "text": "Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "probability": 0.00010320354375457555 }, { "score": 4.588554382324219, "text": "14. INSURANCE. Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "probability": 9.592460995503876e-05 }, { "score": 4.47231388092041, "text": "professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "probability": 8.539794767319217e-05 }, { "score": 4.374647617340088, "text": "14. INSURANCE. Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "probability": 7.745179981429113e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Covenant Not To Sue": [ { "text": "", "score": 12.03054141998291, "probability": 0.9874674179198547 }, { "score": 6.659546852111816, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid.", "probability": 0.004591234461843182 }, { "score": 6.201625823974609, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 0.002904403128584047 }, { "score": 5.703708648681641, "text": "COMPANY AND CONTRACTOR HEREBY WAIVE ANY CLAIM TO AWARD OF ATTORNEYS FEES IN SUCH A SUIT.", "probability": 0.0017652824932625404 }, { "score": 5.3566436767578125, "text": "Except as otherwise specified below, all actions, disputes, claims and controversies under common law, statutory law or in equity of any type or nature whatsoever, whether arising before or after the date of this Agreement, and whether directly or indirectly", "probability": 0.001247630008562807 }, { "score": 4.603120803833008, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost", "probability": 0.0005872661736823794 }, { "score": 4.424644470214844, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 0.000491273908613975 }, { "score": 3.558314323425293, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 0.00020657668184891723 }, { "score": 3.503535270690918, "text": "Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 0.00019556496605485028 }, { "score": 2.8984460830688477, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 0.00010678350251783702 }, { "score": 2.591188430786133, "text": "Except as otherwise specified below, all actions, disputes, claims and controversies under common law, statutory law or in equity of any type or nature whatsoever, whether arising before or after the date of this Agreement, and whether directly", "probability": 7.853511043676198e-05 }, { "score": 2.5778770446777344, "text": "In particular, Company agrees that", "probability": 7.74966264238007e-05 }, { "score": 2.444948673248291, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor,", "probability": 6.785045104699745e-05 }, { "score": 1.9624617099761963, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 4.188044747731221e-05 }, { "score": 1.9089078903198242, "text": "software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement.", "probability": 3.969658846139913e-05 }, { "score": 1.7235783338546753, "text": "limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement.", "probability": 3.2981133787520655e-05 }, { "score": 1.6559391021728516, "text": "Except as otherwise specified below, all actions, disputes, claims and controversies under common law, statutory law or in equity of any type or nature whatsoever, whether arising before or after the date of this Agreement, and whether directly or indirectly", "probability": 3.0824088020142256e-05 }, { "score": 1.4150526523590088, "text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein", "probability": 2.4225602127145174e-05 }, { "score": 1.3167158365249634, "text": "Contractor agrees to render, at Company's sole cost", "probability": 2.195671899515477e-05 }, { "score": 1.277862548828125, "text": "The", "probability": 2.1119988398970883e-05 } ], "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Third Party Beneficiary": [ { "text": "", "score": 12.042519569396973, "probability": 0.9961806453675331 }, { "score": 6.096131324768066, "text": "To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement.", "probability": 0.00260528055317174 }, { "score": 4.313800811767578, "text": "Contractor is performing the Services as an independent contractor and not as an employee of Company and none of Contractor's personnel shall be entitled to receive any compensation, benefits or other incidents of employment from Company.", "probability": 0.0004383269676393719 }, { "score": 3.277087926864624, "text": "Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.", "probability": 0.00015543882540193835 }, { "score": 2.930194854736328, "text": "(f) To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement.", "probability": 0.00010987673826986975 }, { "score": 2.7808918952941895, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 9.463772840218087e-05 }, { "score": 2.6207244396209717, "text": "Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.", "probability": 8.063144913561955e-05 }, { "score": 2.131117343902588, "text": "Contractor is performing the Services as an independent contractor and not as an employee of Company and none of Contractor's personnel shall be entitled to receive any compensation, benefits or other incidents of employment from Company", "probability": 4.9416366029817806e-05 }, { "score": 2.0650577545166016, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost", "probability": 4.625742890772916e-05 }, { "score": 2.037400245666504, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 4.499559370194452e-05 }, { "score": 1.8133628368377686, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 3.596431361788551e-05 }, { "score": 1.5921941995620728, "text": "and expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 2.8828328181978472e-05 }, { "score": 1.5500853061676025, "text": "Contractor agrees to render, at Company's sole cost", "probability": 2.763960278407831e-05 }, { "score": 1.5224279165267944, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company.", "probability": 2.688563793055071e-05 }, { "score": 1.5092474222183228, "text": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid.", "probability": 2.6533597065658292e-05 }, { "score": 0.670750617980957, "text": "To", "probability": 1.1472064882358824e-05 }, { "score": 0.5991926193237305, "text": "Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress", "probability": 1.0679830268024856e-05 }, { "score": 0.4919886589050293, "text": "To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement", "probability": 9.594144653667559e-06 }, { "score": 0.3874247670173645, "text": "Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein:", "probability": 8.641611560186028e-06 }, { "score": 0.34151554107666016, "text": "Contractor is performing the Services as an independent contractor and not as an employee of Company and none of Contractor's personnel shall be entitled to receive any compensation, benefits or other incidents of employment from Company. Subject to Section 3(c), Contractor shall be responsible for all taxes and other expenses arising from the employment or independent contractor relationship between Contractor and its personnel and the rendition of Services hereunder by such personnel to Company.", "probability": 8.253850862473086e-06 } ] }